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Home My WebLink AboutWells, Sam dba Sam Wells Photo; 2011-06-23;AMENDMENT NO. 3 TO AGREEMENT FOR PROFESSIONAL PHOTOGRAPHY SERVICES WITH SAM WELLS DBA SAM WELLS PHOTO Thi dment No. 3 is entered into and effective as of the ~ day of -::-:---....,.r-:~'""-"''tt--:-:-~-~:--=' 2015, amending the agreement dated June 23,2011 (the "Agreement") by d between the City of Carlsbad, a municipal corporation, ("City"), and Sam Wells dba Sam Wells Photo, a sole proprietorship, ("Contractor'') (collectively, the "Parties") for professional photography services. RECITALS A. On June 23, 2011, the Parties entered into a three year Agreement for professional photography services; and B. On April 25, 2014, the Parties executed Amendment No. 1 to the Agreement to extend and amend Agreement for professional photography services; and C. On May 1, 2015, the Parties executed Amendment No. 2 to the Agreement to alter the scope of work and amend the Agreement for professional photography services; and D. The Parties desire to extend and amend the Agreement for professional photography services; and 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" and in the original scope of work. 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 thirty thousand dollars ($30,000) per Agreement year. 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. City Attorney Approved Version 1/30/13 1 4. All requisite insurance policies to be maintained by Contractor pursuant to the Agreement, as may have been amended from time to time, will indude coverage for this Amendment. 5. 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 By: ~....:::___----~ ~ -By-: _Q~~~---- IY\-tln~~t City ManaQ;i; Mayo1 01 Di1 eemr (sign here) Kathryn B. Dodson c::;f3. vv, u..e\ ~'<-\\ S (print n~me/title) ATTEST: By: (sign here) City Clerk (print name/title) City Attorney Approved Version 1/30113 2 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 !D.Y.§1 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: EXHIBIT "A" SCOPE OF SERVICES AND FEE Contractor shall provide video and photo production services to include videography, photography, lighting, directing and audio recording related to city issues, programs and services. Communications Department will provide Contractor with detailed instructions to achieve end results to include direction on pre-production, videography, photography, directing, lighting and audio recording. Contractor will provide video archival support on an as needed basis. Contractor is responsible for providing all of its own editing and camera equipment as needed for the various assigned projects. Services under this contract are non-exclusive and if Contractor is unavailable for a given project the city reserves the right to choose an alternate contractor to provide described service. It is agreed that Contractor's hourly rate for photography will be: (a) One hour: $200 (b) Two hours: $350 (c) Three hours: $475 (d) Four hours: $600 (e) Five hours: $725 (f) Six hours: $825 (g) Every hour after six hours is an additional $1 00 (h) Photography and videography joint shoots an additional $100/hour. Other considerations: City Attorney Approved Version # 05.22.01 3 ---------------------------------------------- • All works submitted to and accepted by the city must be original material created by the Contractor. • All works submitted by the Contractor must be in standard U.S. English and adhere to the City of Carlsbad Writing Style Guide. A copy of this guide will be provided. • All written works must be submitted in Microsoft Word format. The work should appear in a non-bolded Calibri, 12 point font. • Contractor's submissions to the city may not contain profanity, erotica or pornography and/or the Contractor's personal racial, political or religious views. Please see below for Exhibit B for Video Format Acquisition Specifications and Exhibit C File Naming Conventions. The city reserves the right to use all submitted works in perpetuity and in all current and/or future forms of current media and/or media to be developed. Task Photography of up to seventy five (75) photo shoots in the City of Carlsbad Direct and shoot outdoor/indoor photos of city events, projects, city staff and volunteers throughout various city locations for use in printed and electronic communication materials. Images will also be used for archival and historical purposes. Coordinate with photo subjects in person or by phone about locations, time and dates of photo shoots Identify and coordinate photo shoots at city locations, including city landmarks, buildings and events desired to use in printed and electronic city communications, such as the website, newsletters and brochures. Photos of people desired indude high-quality, candid and posed images of people in Carlsbad locations for use in printed and electronic city communication, such as the website, newsletters and brochures. Photos of projects, landmarks, buildings and events desired indude high-quality images in Carlsbad locations for use in printed and electronic city communications, such as the website, newsletters and brochures. A "photo shoot" is defined as a half hour to two (2) hour session in one ( 1) general location. Contractor will provide city employees with a disc of high resolution digital (JPEG) files of images taken at the photo shoot within seven (7) (working) days. Resolution and size of digital JPEG images high resolution digital files, no larger than 30x40. City Attorney Approved Version # 05.22.01 4 City employees will handle scheduling based on availability of photographer, models and locations, identifying locations and obtaining release forms for models (when needed). Contractor will be in charge of obtaining signed model release forms from individuals participating in photo shoot with forty eight (48) hours' advance notice from city staff. Contractor is responsible for printing copies of model release forms. City employees will accompany photographer on shoots (when needed) and provide direction regarding desired shots. City employees will provide a description of each shoot, including time, location, desired images and models. City or Contractor may cancel a scheduled shoot with forty eight ( 48) hours' notice for unavoidable, unscheduled and unanticipated schedule conflicts. City or Contractor may cancel a scheduled shoot with six hours' notice if weather conditions are deemed unacceptable for obtaining desired images. Photo shoots will generally occur during daylight hours. Most will occur between Monday and Friday, between the hours of 7:30 a.m. and 5:30 p.m., but up to twenty-five (25) percent of the shoots may occur during weekends. Contractor to edit photos as deemed necessary by the city and the photographer to correct for exposure or other imperfections. The cost includes the unlimited right of the City of Carlsbad to use the photos. Work (and all rights therein, including, without limitation, copyright) belongs to and shall be the sole and exclusive property of city. Contractor to provide camera equipment, including camera, batteries, power, flashes, film, light meters, tripods, memory cards. Contractor's photos must be in color, unless otherwise noted by city employees Coordinate dates/times/locations with the city's communication manger or community relations manager. Deliver or mail communications department, 1200 Carlsbad Village Drive, Carlsbad, CA 92008, with a disc of each photo shoot within one ( 1) week of each shoot. Discs should be labeled with the shot location and date. For each task, Contractor will produce materials by specific deadlines created by communications department. Contractor will receive written notice from communications department for each task and deadline date for each task. Dates and times will be mutually agreed upon by the parties and subject to the availability of city staff and Contractor. Total not to exceed amount for contract: $30,000 City Attorney Approved Version # 05.22.01 5 Exhibit B -Video Format Specifications Final Output for City Television Master Distribution Channel Format MPEG-2-Quicklime- .mpg, .mpeg .mov Fps 29.97 29.97 Video Frame Size 720x480 1080p29.97 Aspect Ratio 4:3, .9 pixel 16:9 aspect ratio square pixels Codec MPEG-2 H.264 Bitrate 4-15 Mbps 8Mbps Field Order Lower Progressive Notes Letterbox or center-cut widescreen PGMs. Do NOT deliver anamorphic. Observe safe title areas & broadcast safe levels. Audio Co dec MPEG-1 (layer 1,11, or Ill) or AAC MPEG-2 Bitrate 192 kbps or better 192 kbps or better Sample Rate 48 kHz, 16-bit stereo 48 kHz, 16-bit stereo City Attorney Approved Version # 05.22.01 6 Video Acquisition and Shooting Style Please use the following City of Carlsbad established guidelines for acquiring all video. • Acquire all video using best practices • Use a tripod for interviews and b-roil as conditions permit or as script requires • All b-roil should have audio (natural sound) • Shots should have sufficient pad at the beginning and end for editing and archiving purposes (minimum 30 frames) • Pans, tilts or zooms should be no longer than five to seven seconds • Use sufficient light, white balance and be sure the subject is properly exposed • When choosing between subject and background, expose for the subject • Shots should be well-composed, natural, depicting lifestyle with a focus on people • Subjects should look professional and interesting • Camera movements should be smooth, steady, dynamic, flowing and intentional • Provide proper headroom and look space for interviews (i.e. screen right/screen left) • Do not place interview subjects in the center of the screen. There should be enough room during a close-up to allow space for a lower third • Gather establishing shots and ample cutaways to support interviews and narration • Framing should vary between MS and CU during interviews to allow for cutting between answers • When acquiring video footage please shoot in 1080p29.97 or 720p59.94 Audio • Use proper microphones when interviewing talent (i.e. lavaliere with windscreen properly placed) • no cables visible (handheld or shotgun microphone should be out of frame, lavaliere microphone and cable should not be visible) Editing • Please edit at 1080p29.97 • Project and file names need to match ( i.e. Grilling Safety/Grilling Safety) • Fonts Utopia (serif) Myriad Pro (sans serif) please do not used condensed or bold • Lower thirds are available via download -please request the link at the beginning of the project. Deliverables Finished programs are to be delivered in the following formats. High definition digital video files with 30 frames of black at the head and 40 frames at the tail: 1. QuickTime Master (H.264) 2. Channel files: (MPEG-2) Producer will deliver the following for each program according to established specifications: 1. All consolidated project files e.g. Final Cut/Avid/Premiere, Illustrator, Photoshop, After Effects, etc. and a digital version (Word file) of script reconciled to the final program. City Attorney Approved Version# 05.22.01 7 2. All physical and digital media source files (Camera Master Volume, ingested video media, narration, graphics, music, animations and any other elements created for the project). Please transcode all raw files delivered to 1920x1080 ProRes422LT. 3. Digital media source files are to be delivered at the completion of the program via hard drive, DVD (data discs) or hard drive within two weeks of completion of the project. All video files must be named according to project, shot description and type of shot (i.e. Crosswalk Safety -guard crosses with child -MS). Only deliver files that are useable. Multiple clips of the same action should be significantly different in their content to warrant being included. The project will not be considered complete for final invoicing until files are delivered proper1y named. Please Exhibit C for more details on file naming. City Attorney Approved Version# 05.22.01 8 Location Calavera Elementary School Date Date/dates of shoots in notes Description of Examples: video in time 01:01:15-Kids cross street, car speeds through light code order 01:01:30 -Crossing Guard interview-describe question (i.e. John Smith -crossing guard responsibilities) Videographer Who shot the footage -last name and first initial please (in notes) and if possible in the camera metadata i.e. SmithW_09_03_14 Additional Please note any additiqnal shots that do not pertain to the project, but were Notes: acquired while on the shoot. For example, trail with flowers in bloom Please keep the names of dips as short and detailed as possible in this order. Naming Order: Example: Project Prefix-Description of Action, ANGLE Crosswalk Safety -guard crosses with kids MS The project prefix can also be the location of the shoot. For example, if you're recording B-Roil of airplanes at the airport, Airport -jet takes off MS would be the file name. Example: If the project name is "Crosswalk Safety" there is no need to indude crosswalks in the dip description as it is already listed. Crossing guard would be "guard" because it's induded in the project prefix. This will help to keep dip names shorter. When there are multiple takes of the same action, add a number to differentiate. Only dip out the best useable footage for delivery and provide the best two takes of the action. When naming clips use WS = wide shot, MS = medium shot and CU = close up. Please use the descriptors below -do not use symbols i.e. (/<>\) as they do not read in searches and can result in corrupt dips. Rack Focus = RF Over the Shoulder = OTS Pan Right = PR Pan Left= PL Tilt UP= TU Tilt Down = TO Push/Zoom in = Zl Push/Zoom out = ZO Interview = INTVW People= ppl Camera= cam Wrth =w Interior= INT Exterior = EXT Foreground = FG Background = BG City Attorney Approved Version # 05.22.01 10 Exhibit C -File Naming Conventions Starting a Project Please use the following file structure for all programs to ensure the project will be ready for archiving. When the video is complete, it will be delivered to the city on a hard drive to be transferred a central storage system. G X Prepped G X Sou rce T OV T RE DRS T ORK ... AE ... OT T ;--XPOR S AUDIO -Imported VO files, recordings, sound effects. DOCs -Scripts, transcripts, instructions, information. GFX Prepped -Images modified for video, i.e. editable Photoshop MASTERs, PNG outputs used in programs, resized photos, logos, lower thirds. GFX Source-Native source files: EPS, Photo JPEGs, PowerPoint. MOV -Supplied video files not from tape, i.e. DVD rips, animations. RENDERS -Animations created out of After Effects or Motion for this project. WORK -Project files for content created for this project. Create folders for LiveType, Maya, etc. AE -After Effects project files MOTH -Motion project files EXPORTS -QT ref, Audio, full res QTs for Compressor use The project will not be considered complete until delivered in this format. File Naming The City of Carlsbad video footage library contains thousands of clips that are searchable by data. To make it easy to find a particular clip it is important that they are named consistently and efficiently. Please follow the instructions below when naming clips for the file footage library. Please transcode all raw files to 1920x1080 ProRes422LT for editing and archiving. Naming Tape/Cards All tapes and cards are entered into a cataloging system. Please make sure the tape or card number (x of x) is listed in notes. The following information is listed on all media. Naming clips Every shoot has a name that closely conforms to the project name. Examples have been provided below to show the relationship between the project name, location and how files are named. Keep the name as brief as possible to make it easier to identify clips in editing. Projects will not be considered complete until clips are labeled using these file naming conventions. Name of shoot Name of the project: Crosswalk Safety Event Subject of the shoot: School crossing guard interview and b-roil City Attorney Approved Version# 05.22.01 9 AMENDMENT NO. 2 TO AGREEMENT FOR PROFESSIONAL PHOTOGRAPHY SERVICES WITH SAM WELLS DBA SAM WELLS PHOTO This Amendment No. 2 is entered into and effective as of the I s-c day of M~ , 2015, amending the agreement dated June 23, 2011 (the "Agreement'')Y and between the City of Carlsbad, a municipal corporation, ("City"), and Sam Wells dba Sam Wells Photo, a sole proprietorship, ("Contractor") (collectively, the "Parties") for professional photography services. RECITALS A. On June 23, 2011, the Parties entered into a three year Agreement for professional photography services; and B. On April 25, 2014, the Parties executed Amendment No. 1 to the Agreement to extend and amend Agreement for professional photography services; and C. The Parties desire to alter the Agreement's scope of work to amend the agreement for professional photography services; and D. The Parties have negotiated and agreed to a supplemental scope of work and fee schedule, which is attached as Exhibit "A", Scope of Services and Fee. The video services are an addition to the previous scope of work. 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" and in the original scope of work. 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 thirty thousand dollars ($30,000) per Agreement year. 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. City Attorney Approved Version 1/30/13 4. All requisite insurance policies to be maintained by Contractor pursuant to the Agreement, as may have been amended from time to time, will include coverage for this Amendment. 5. 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 By:{!:3tg:-he~. ~~~OIOF \I / Kathryn B. Dodson s-U\ VV\ (A(' l we,\ J ~ 6vv..rev' (print name/title) ATTEST: (sign here) ]!~~/ By: City Clerk (print name/title) 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 officer(s) signing to bind the corporation. APPROVED AS TO FORM: CELIA A. BREWER, City Attorney City Attorney Approved Version 1/30/13 2 EXHIBIT "A" SCOPE OF SERVICES AND FEE Contractor shall provide video and photo production services to include videography, photography, lighting, directing and audio recording related to city issues, programs and services. Communications Department will provide Contractor with detailed instructions to achieve end results to include direction on pre-production, videography, photography, directing, lighting and audio recording. Contractor will provide video archival support on an as needed basis. Contractor is responsible for providing all of its own editing and camera equipment as needed for the various assigned projects. Services under this contract are non-exclusive and if Contractor is unavailable for a given project the city reserves the right to choose an alternate contractor to provide described service. It is agreed that Contractor's hourly rate for photography will be: (a.) One hour: $200 (b.) Two hours: $350 (c.) Three hours: $475 (d.) Four hours: $600 (e.) Five hours: $725 (f.) Six hours: $825 (g.) Every hour after six hours is an additional $100 (h.) Photography and videography joint shoots an additional $1 00/hour. Other considerations: • All works submitted to and accepted by the city must be original material created by the Contractor. • All works submitted by the Contractor must be in standard U.S. English and adhere to the City of Carlsbad Writing Style Guide. A copy of this guide will be provided. • All written works must be submitted in Microsoft Word format. The work should appear in a non-bolded Calibri, 12 point font. • Contractor's submissions to the city may not contain profanity, erotica or pornography and/or the Contractor's personal racial, political or religious views. Please see below for Exhibit 8 for Video Format Acquisition Specifications and Exhibit C File Naming Conventions. The city reserves the right to use all submitted works in perpetuity and in all current and/or future forms of current media and/or media to be developed. City Attorney Approved Version# 05.22.01 3 Exhibit 8 -Video Format Specifications Final Output for City Television Master Distribution Channel Format MPEG-2-QuickTime- .mpg, .mpeg .mov Fps 29.97 29.97 Video Frame Size 720x480 1080p29.97 Aspect Ratio 4:3, .9 pixel 16:9 aspect ratio square pixels Codec MPEG-2 H.264 Bitrate 4-15 Mbps 8 Mbps Field Order Lower Progressive Notes Letterbox or center-cut widescreen PGMs. Do NOT deliver anamorphic. Observe safe title areas & broadcast safe levels. Audio Codec MPEG-1 (layer 1,11, or Ill) or AAC MPEG-2 Bitrate 192 kbps or better 192 kbps or better Sample Rate 48 kHz, 16-bit stereo 48 kHz, 16-bit stereo City Attorney Approved Version# 05.22.01 4 Video Acquisition and Shooting Style Please use the following City of Carlsbad established guidelines for acquiring all video. • Acquire all video using best practices • Use a tripod for interviews and b-roil as conditions permit or as script requires • All b-roil should have audio (natural sound) • Shots should have sufficient pad at the beginning and end for editing and archiving purposes (minimum 30 frames) • Pans, tilts or zooms should be no longer than five to seven seconds • Use sufficient light, white balance and be sure the subject is properly exposed • When choosing between subject and background, expose for the subject • Shots should be well-composed, natural, depicting lifestyle with a focus on people • Subjects should look professional and interesting • Camera movements should be smooth, steady, dynamic, flowing and intentional • Provide proper headroom and look space for interviews (i.e. screen righUscreen left) • Do not place interview subjects in the center of the screen. There should be enough room during a close-up to allow space for a lower third • Gather establishing shots and ample cutaways to support interviews and narration • Framing should vary between MS and CU during interviews to allow for cutting between answers • When acquiring video footage please shoot in 1080p29.97 or 720p59.94 Audio • Use proper microphones when interviewing talent (i.e. lavaliere with windscreen properly placed) • no cables visible (handheld or shotgun microphone should be out of frame, lavaliere microphone and cable should not be visible) Editing • Please edit at 1 080p29.97 • Project and file names need to match ( i.e. Grilling Safety/Grilling Safety) • Fonts Utopia (serif) Myriad Pro (sans serif) please do not used condensed or bold • Lower thirds are available via download -please request the link at the beginning of the project. Deliverables Finished programs are to be delivered in the following formats. High definition digital video files with 30 frames of black at the head and 40 frames at the tail: 1. QuickTime Master (H.264) 2. Channel files: (MPEG-2) Producer will deliver the following for each program according to established specifications: City Attorney Approved Version # 05.22.01 5 1. All consolidated project files e.g. Final Cut/Avid/Premiere, Illustrator, Photoshop, After Effects, etc. and a digital version (Word file) of script reconciled to the final program. 2. All physical and digital media source files (Camera Master Volume, ingested video media, narration, graphics, music, animations and any other elements created for the project). Please transcode all raw files delivefed to 1920x1 080 ProRes422L T. 3. Digital media source files are to be delivered at the completion of the program via hard drive, DVD (data discs) or hard drive within two weeks of completion of the project. All video files must be named according to project, shot description and type of shot (i.e. Crosswalk Safety-guard crosses with child-MS). Only deliver files that are useable. Multiple clips of the same action should be significantly different in their content to warrant being included. The project will not be considered complete for final invoicing until files are delivered properly named. Please Exhibit C for more details on file naming. City Attorney Approved Version# 05.22.01 6 Exhibit C-File Naming Conventions Starting a Project Please use the following file structure for all programs to ensure the project will be ready for archiving. When the video is complete, it will be deliv13red to the city on a hard drive to be transferred a central storage system. , , ... ... , "' ... ... ... ... ... DOCs GFX GFX Prepped GFX Source MOV RENDERS WORK AE MOTN XPORTS AUDIO -Imported VO files, recordings, sound effects. DOCs-Scripts, transcripts, instructions, information. GFX Prepped -Images modified for video, i.e. editable Photoshop MASTERs, PNG outputs used in programs, resized photos, logos, lower thirds. GFX Source-Native source files: EPS, Photo JPEGs, PowerPoint. MOV-Supplied video files not from tape, i.e. DVD rips, animations. RENDERS-Animations created out of After Effects or Motion for this project. WORK-Project files for content created for this project. Create folders for LiveType, Maya, etc. AE-After Effects project files MOTN-Motion project files EXPORTS-QT ref, Audio, full res QTs for Compressor use The project will not be considered complete until delivered in this format. File Naming The City of Carlsbad video footage library contains thousands of clips that are searchable by data. To make it easy to find a particular clip it is important that they are named consistently and efficiently. Please follow the instructions below when naming clips for the file footage library. Please transcode all raw files to 1920x1 080 ProRes422L T for editing and archiving. Naming Tape/Cards All tapes and cards are entered into a cataloging system. Please make sure the tape or card number (x of x) is listed in notes. The following information is listed on all media. Naming clips Every shoot has a name that closely conforms to the project name. Examples have been provided below to show the relationship between the project name, location and how files are named. Keep the name as brief as possible to make it easier to identify clips in editing. Projects will not be considered complete until clips are labeled using these file naming conventions. Name of shoot Name of the project: Crosswalk Safety Event Subject of the shoot: School crossing guard interview and b-roil Location Calavera Elementary School Date Date/dates of shoots in notes City Attorney Approved Version # 05.22.01 7 Description of Examples: video in time 01:01:15-Kids cross street, car speeds through light code order 01 :01:30-Crossing Guard interview-describe question (i.e. John Smith-crossinQ auard responsibilities) Videographer Who shot the footage -last name and first initial please (in notes) and if possible in the camera metadata i.e. SmithW 09 03 14 Additional Please note any additional shots that do not pertain to the project, but Notes: were acquired while on the shoot. For example, trail with flowers in bloom Please keep the names of clips as short and detailed as possible in this order. Naming Order: Example: Project Prefix -Description of Action, ANGLE Crosswalk Safety-guard crosses with kids MS The project prefix can also be the location of the shoot. For example, if you're recording B-Roil of airplanes at the airport, Airport-jet takes off MS would be the file name. Example: If the project name is "Crosswalk Safety" there is no need to include crosswalks in the clip description as it is already listed. Crossing guard would be "guard" because it's included in the project prefix. This will help to keep clip names shorter. When there are multiple takes of the same action, add a number to differentiate. Only clip out the best useable footage for delivery and provide the best two takes of the action. When naming clips use WS = wide shot, MS = medium shot and CU = close up. Please use the descriptors below -do not use symbols i.e. (/<>\} as they do not read in searches and can result in corrupt clips. Rack Focus = RF Over the Shoulder = OTS Pan Right = PR Pan Left= PL Tilt UP= TU Tilt Down= TD Push/Zoom in = Zl Push/Zoom out = ZO Interview= INTVW People= ppl Camera= cam With= w Interior = I NT Exterior = EXT Foreground = FG Background = BG City Attorney Approved Version # 05.22.01 8 AMENDMENT NO. 1 TO EXTEND AND AMEND AGREEMENT FOR PROFESSIONAL PHOTOGRAPHY SERVICES WITH SAM WELLS DBA SAM WELLS PHOTO This Amendment No. 1 is entered into and effective as of the c2S-il1 day of A~rw , 20.l!:f::.., extending and amending the agreement dated June 23, 2011 he "Agreement") by and between the City of Carlsbad, a municipal corporation, ("City"), and Sam Wells dba Sam Wells Photo, a sole proprietorship, ("Contractor'') (collectively, the "Parties") for professional photography services. RECITALS A. The Parties desire to extend the Agreement for a period of one ( 1) year; and NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: Ill Ill Ill Ill Ill 1. That the Agreement, as may have been amended from time to time, is hereby extended for a period of one (1) year ending on June 22, 2015, on a time and materials basis not-to-exceed fifteen thousand dollars ($15,000). 2. All other provisions of the Agreement, as may have been amended from time to time, will remain in full force and effect. 3. 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. City Attorney Approved Version 1/30/13 1.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 By: By: (sign here) >~v<\ We.Us (o~~JIA.~.( (print name/title) (sign here) (print name/title) GroypA Chairman, President, or Vice-President CITY OF CARLSBAD, a municipal corporation of the State of California By: Cily ~r or Director Kristina Ray, Communications Manager ATIEST: Group B Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation m.uH 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: City Attorney Approved Version 1/30/13 EXHIBIT "A" SCOPE OF SERVICES ANQ FEE !Task Photography of up to seventy five (75) photo shoots in the City of ~arlsbad Direct and shoot outdoor/indoor photos of city events, projects, city staff and wolunteers throughout various city locations for use in printed and electronic communication materials. Images will also be used for archival and nistorical purposes. Coordinate with photo subjects in person or by phone about locations, time c:md dates of Qhoto shoots Identify and coordinate photo shoots at city locations, including city andmarks, buildings and events desired to use in printed and electronic city communications, such as the website, newsletters and brochures. Photos of people desired include high-quality, candid and posed images of people in Carlsbad locations for use in printed and electronic city pommunication, such as the website, newsletters and brochures. Photos of projects, landmarks, buildings and events desired include high- Ruality images in Carlsbad locations for use in printed and electronic city ~mmunications, such as the website, newsletters and brochures. ~"photo shoot" is defined as a half hour to two (2) hour session in one (1) ~enerallocation. Contractor will provide city employees with a disc of high resolution digital (JPEG) files of images taken at the photo shoot within ~even (7) (workir}g}_ day~. Resolution and size of digital JPEG images high resolution digital files, no larger than 30x40. City employees will handle scheduling based on availability of photographer, models and locations, identifying locations and obtaining release forms for models (when needed). Contractor will be in charge of obtaining signed model release forms from individuals participating in photo shoot with forty eight (48) hours' advance notice from city staff. Contractor is responsible for printing copies of model release forms. ~ity employees will accompany photographer on shoots (when needed) and provide direction re_gardin_g desired shots. ~ity employees will provide a description of each shoot, including time, ocation, desired images and models. ~ity or Contractor may cancel a scheduled shoot with forty eight (48) hours' notice for unavoidable, unscheduled and unanticipated schedule conflicts. ~ity or Contractor may cancel a scheduled shoot with six hours' notice if ~eather conditions are deemed unacceptable for obtaining desired images. City Attorney Approved Version 1/30/13 ontractor to provide camera equipment, including camera, batteries, ower, flashes, film, li ht meters, tri ods, memory cards. ontractor's photos must be in color, unless otherwise noted by city m lo ees oordinate dates/times/locations with the city's communication manger or mmunication coordinator Deliver or mail communications department, 1200 Carlsbad Village Drive, arlsbad, CA 92008, with a disc of each photo shoot within one (1) week of ach shoot. Discs should be labeled with the shot location and date. For each task, Contractor will produce materials by specific deadlines created by communications department. Contractor will receive written notice from communications department for each task and deadline date for each task. Dates and times will be mutually agreed upon by the parties and subject to the availability of city staff and Contractor. Total not to exceed amount for contract: $15,000 City Attorney Approved Version 1/30/13 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE § 1189 r£(,'£<'~~~~~-5<'~~£<'~~..6"¢£('.G(.'..G:(.'£W£<'£C,(ij¢£<'.C¢.C¢.£<'.c<'.l:'X'~~..ar-.€<'~..c¢£!(:'~~..ar-~..e..1 1 .. · ::~:;f o~alifor:N DIEGO } ~~. : ' Date Here Insert Name and Title of the Officer · 1 I On l··l f ...-/-D ( ( before me, Nicholas A. Horowitz, Notary Publi@ ~.: personally appeared .5 A 1-1. tJ c L. V...i C-/.,{.. ... S ·--__ ,_,__ ·---·-I· I I I, Name(s) of Signer(s) ~=============================--==·~=-=-==~ Place Notary Seal Above who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my h<:nd and official seal. r Though the information below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document. Description of Attached Document TitleorTypeofDocument: 46:-Ml' rttf2 Pi±oTD{:<d<;tPiit ")VC-'5 Document Date: J. -I C) r J l) (I Number of Pages: _ __;_l-~.-i __ _ Signer(s) Other Than Named Above: {...-[ T Y' 11 (-;J?.. • {_.../ ( V C...l_ f::;/2.1.(, Capacity(ies) Claimed by Signer(s) Signer's Name: :J4H (.) G L. v .... /6 tee§ [] Corporate Officer-Title(s): Officer-Title(s): ------;;L--- )lf Individual RIGHT THUMBPRINT OF SIGNER []Partner- I I AGREEMENT FOR PROFESSIONAL PHOTOGRAPHY SERVICES SAM WELLS dba SAM WELLS PHOTO THIS AGREEMENT is made and entered into as of the c23 nJ day of a (,{/X_,& , 20_fj_, by and between the CITY OF CARLSBAD, a municipal corption, ("City"), and Sam Wells, doing business as Sam Wells Photo, a sole proprietorship ("Contractor''). RECITALS A. City requires the professional services of a photographer experienced photography of events, projects and people. B. Contractor has the necessary experience in providing professional photography services. C. Selection of Contractor is expected to achieve the desired results in an expedited fashion. D. Contractor 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 attached Exhibit "A", which is incorporated by this reference in accordance with this Agreement's terms and conditions. 2. STANDARD OF PERFORMANCE While performing the Services, Contractor will exercise the reasonable professional care and skill customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan Southern California Area, and will use reasonable diligence and best judgment while exercising its professional skill and expertise. 3. TERM The term of this Agreement will be effective for a period of three (3) years from the date first above written. The City Manager may amend the Agreement to extend it for two (2) additional one (1) year periods or parts thereof in an amount not to exceed fifteen thousand dollars ($15,000) per Agreement year. Extensions will be based upon a satisfactory review of Contractor's performance, City needs, and appropriation of funds by the City Council. The parties will prepare a written amendment indicating the effective date and length of the extended Agreement. 4. TIME IS OF THE ESSENCE Time is of the essence for each and every provision of this Agreement. 5. COMPENSATION The total fee payable for the Services to be performed during the initial Agreement term shall not exceed fifteen thousand dollars ($15,000) per agreement year. City Attorney Approved Version 9.22.1 0 1 For photography services, rates are: (a.) One hour: $200 (b.) Two hours: $350 (c.) Three hours: $475 (d.) Four hours: $600 (e.) Five hours: $725 (f.) Six hours: $825 (g.) Every hour after six hours is an additional $100 No other compensation for the Services will be allowed except for items covered by subsequent amendments to this Agreement. The City reserves the right to withhold a ten percent (1 0%) retention until City has accepted the work and/or Services specified in Exhibit "A". Incremental payments, if applicable, should be made as outlined in attached Exhibit "A". 6. STATUS OF CONTRACTOR Contractor will perform the Services in Contractor's own way as an independent contractor and in pursuit of Contractor's independent calling, and not as an employee of City. Contractor will be under control of City only as to the result to be accomplished, but will consult with City as necessary. The persons used by Contractor to provide services under this Agreement will not be considered employees of City for any purposes. The payment made to Contractor pursuant to the Agreement will be the full and complete compensation to which Contractor is entitled. City will not make any federal or state tax withholdings on behalf of Contractor or its agents, employees or subcontractors. City will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Contractor or its employees or subcontractors. Contractor agrees to indemnify City within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which City may be required to make on behalf of Contractor or any agent, employee, or subcontractor of Contractor for work done under this Agreement. At the City's election, City may deduct the indemnification amount from any balance owing to Contractor. 7. SUBCONTRACTING Contractor will not subcontract any portion of the Services without prior written approval of City. If Contractor subcontracts any of the Services, Contractor will be fully responsible to City for the acts and omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor. Nothing contained in this Agreement will create any contractual relationship between any subcontractor of Contractor and City. Contractor will be responsible for payment of subcontractors. Contractor will bind every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved in writing by City. 8. OTHER CONTRACTORS The City reserves the right to employ other Contractors in connection with the Services. 9. INDEMNIFICATION AND 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, induding, without limitation, reasonable attorneys' fees, as provided herein, arising out City Attomey Approved Version 9.22.1 0 2 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 "Infringement Claims(s)"], by paying all amounts that a court finally awards or that Contractor 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 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 Infringement 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 and/or 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 and/or 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 Infringement 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 and/or deliverables, or part thereof, or replace or modify the Works, products, services and/or 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 Acts"). Contractor shall indemnify City for all amounts paid and direct and indirect costs associated with City'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 Acts. 10. IDEMNIFICA TION 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 attorneys fees arising out of the performance of the work described herein caused by any negligence, recklessness, or willful misconduct 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 9.22.10 3 11. INSURANCE Contractor 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 Contractor or Contractor'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-:VII". 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". 11.1 Coverages and Limits. Contractor 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 Contractor'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 Contractor pursuant to this Agreement are adequate to protect Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense. 11.1.1 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. 11.1.2 Automobile Liability (if the use of an automobile is involved for Contractor's work for City). $1,000,000 combined single-limit per accident for bodily injury and property damage. 11.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as required by the California Labor Code. Workers' Compensation will not be required if Contractor has no employees and provides, to City's satisfaction, a declaration stating this. 11.1.4 Professional Liability. Errors and omissions liability appropriate to Contractor's profession with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of five years following the date of completion of the work. 11.2. Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: 11.2.1 The City will be named as an additional insured on General Liability. 11.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. 11.2.3 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. 11.3 Providing Certificates of Insurance and Endorsements. Prior to City's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to City. City Attorney Approved Version 9.22.1 0 4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages, then City will have the option to declare Contractor in breach, or may purchase replacement insurance or pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor is responsible for any payments made by City to obtain or maintain insurance and City may collect these payments from Contractor or deduct the amount paid from any sums due Contractor under this Agreement. 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. 12. BUSINESS LICENSE Contractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as may be amended from time-to-time. 13. ACCOUNTING RECORDS Contractor will maintain complete and accurate records with respect to costs incurred under this Agreement. All records will be clearly identifiable. Contractor will allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of records and any other documents created pursuant to this Agreement. Contractor will allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 14. OWNERSHIP OF DOCUMENTS All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this Agreement is the property of City. In the event this Agreement is terminated, all work product produced by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered at once to City. Contractor will have the right to make one (1) copy of the work product for Contractor's records. 15. TITLES AND COPYRIGHT 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 property 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 9.22.1 0 5 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. 16. 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 Contractor under this Agreement. For City Name Kristina Ray or Rachel McGuire Communication Manager/Communication Title Coordinator Department Communications City of Carlsbad Address 1200 Carlsbad Village Drive Carlsbad, CA 92008 Phone No. 760-434-2957 For Contractor Name Sam Wells Title Owner Address 3660 Seaflower Lane Oceanside, CA 92056 Phone No. 760-518-9411 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. 17. 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 affected 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. Contractor, for Contractor and on behalf of Contractor's agents, employees, subcontractors and consultants warrants that by execution of this Agreement, that they have no interest, present or contemplated, in the projects affected by this Agreement. Contractor further warrants that neither Contractor, nor Contractor's agents, employees, subcontractors and consultants have any ancillary real property, business interests or income that will be affected by this Agreement or, alternatively, that Contractor will file with the City an affidavit disclosing this interest. 18. GENERAL COMPLIANCE WITH LAWS Contractor will keep fully informed of federal, state and local laws and ordinances and regulations which in any manner affect those employed by Contractor, or in any way affect the performance of the Services by Contractor. Contractor will at all times observe and comply with these laws, ordinances, and regulations and will be responsible for the compliance of Contractor's services with all applicable laws, ordinances and regulations. Contractor will be aware of the requirements of the Immigration Reform and Control Act of 1986 and will comply with those requirements, including, but not limited to, verifying the eligibility for City Attorney Approved Version 9.22.1 0 6 employment of all agents, employees, subcontractors and consultants that the services required by this Agreement. 19. DISCRIMINATION AND HARASSMENT PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment. 20. DISPUTE RESOLUTION If a dispute should arise regarding the performance of the Services the following procedure will be used to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties. Representatives of Contractor or City will reduce such questions, and their respective views, to writing. A copy of such documented dispute will be forwarded to both parties involved along with recommended methods of resolution, which would be of benefit to both parties. The representative receiving the letter will reply to the letter along with a recommended method of resolution within ten (10) business days. If the resolution thus obtained is unsatisfactory to the aggrieved party, a letter outlining the disputes will be forwarded to the City Manager. The City Manager will consider the facts and solutions recommended by each party and may then opt to direct a solution to the problem. In such cases, the action of the City Manager will be binding upon the parties involved, although nothing in this procedure will prohibit the parties from seeking remedies available to them at law. 21. TERMINATION In the event of the Contractor's failure to prosecute, deliver, or perform the Services, City may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If City decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, City may terminate this Agreement upon written notice to Contractor. Upon notification of termination, Contractor has five (5) business days to deliver any documents owned by City and all work in progress to City address contained in this Agreement. City will make a determination of fact based upon the work product delivered to City and of the percentage of work that Contractor has performed which is usable and of worth to City in having the Agreement completed. Based upon that finding City will determine the final payment of the Agreement. Either party upon tendering thirty (30) days written notice to the other party may terminate this Agreement. In this event and upon request of City, Contractor will assemble the work product and put it in order for proper filing and closing and deliver it to City. Contractor will be paid for work performed to the termination date; however, the total will not exceed the lump sum fee payable under this Agreement. City will make the final determination as to the portions of tasks completed and the compensation to be made. 22. COVENANTS AGAINST CONTINGENT FEES Contractor warrants that Contractor has not employed or retained any company or person, other than a bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making of this Agreement. For breach or violation of this warranty, City will have the right to annul this Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent fee. 23. CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees that any Agreement claim submitted to City must City Attorney Approved Version 9.22.1 0 7 be asserted as part of the Agreement process as set forth in this Agreement and not in anticipation of litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to City, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor acknowledges that California Government Code sections 12650 et seq., the False Claims Act applies to this Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public entity. These provisions include false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of information. If City seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. Contractor acknowledges that the filing of a false claim may subject Contractor to an administrative debarment proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work or improvement for a period of up to five (5) years. Contractor acknowledges debarment by another jurisdiction is grounds for City to terminate this Agreement. 23. JURISDICTIONS AND VENUE Any action at law or in equity brought by either of the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all provisions of law providing for a change of venue in these proceedings to any other county. 24. SUCCESSORS AND ASSIGNS It is mutually understood and agreed that this Agreement will be binding upon City and Contractor and their respective successors. Neither this Agreement or any part of it nor any monies due or to become due under it may be assigned by Contractor without the prior consent of City, which shall not be unreasonably withheld. 25. ENTIRE AGREEMENT This Agreement, together with any other written document referred to or contemplated by it, along with the purchase order for this Agreement and its provisions, embody the entire Agreement and understanding between the parties relating to the subject matter of it. In case of conflict, the terms of the Agreement supersede the purchase order. Neither this Agreement nor any of its provisions may be amended, modified, waived or discharged except in a writing signed by both parties. {The remainder of this page is intentionally left blank) City Attorney Approved Version 9.22.1 0 8 26. 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. CONTRACTOR CITY OF CARLSBAD, a municipal corporation of the State of California _*_B..:=.~=-: -=='---(:-s:-ig--:~:--e-re--=-~------.s_(_<_;?-_ ~i~ii _ _.::;;.S~~-'~~\N\~'-'.::::>.!.c_\...__.,\."""'0,__,e_,_\ -=\ _s,=-----~-+/ \ cs· ( q (print name/title) **By: (sign here) (print name/title) If required by City, proper notarial acknowledgment of execution by attached. If a Corporation, Agreement must be signed by one corporate officer 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 9.22.1 0 9 EXHIBIT "A" SCOPE OF SERVICES Task Photography of up to seventy five (75) photo shoots in the City of Carlsbad Direct and shoot outdoor/indoor photos of city events, projects, city staff and volunteers throughout various city locations for use in printed and electronic communication materials. Images will also be used for archival and historical purposes. Coordinate with photo subjects in person or by phone about locations, time and dates of photo shoots Identify and coordinate photo shoots at city locations, including city landmarks, buildings and events desired to use in printed and electronic city communications, such as the website, newsletters and brochures. Photos of people desired include high-quality, candid and posed images of people in Carlsbad locations for use in printed and electronic city communication, such as the website, newsletters and brochures. Photos of projects, landmarks, buildings and events desired include high- quality images in Carlsbad locations for use in printed and electronic city communications, such as the website, newsletters and brochures. A "photo shoot" is defined as a half hour to two (2) hour session in one (1) general location. Contractor will provide city employees with a disc of high resolution digital (JPEG) files of images taken at the photo shoot within seven (7) (working) days. Resolution and size of digital JPEG images high resolution digital files, no larger than 30x40. City employees will handle scheduling based on availability of photographer, models and locations, identifying locations and obtaining release forms for models (when needed). Contractor will be in charge of obtaining signed model release forms from individuals participating in photo shoot with forty eight (48) hours' advance notice from city staff. Contractor is responsible for printing copies of model release forms. City employees will accompany photographer on shoots (when needed) and provide direction regarding desired shots. City employees will provide a description of each shoot, including time, location, desired images and models. City or Contractor may cancel a scheduled shoot with forty eight (48) hours' notice for unavoidable, unscheduled and unanticipated schedule conflicts. City or Contractor may cancel a scheduled shoot with six hours' notice if weather conditions are deemed unacceptable for obtaining desired images. City Attorney Approved Version 9.22.1 0 10 t Photo shoots will generally occur during daylight hours. Most will occur between Monday and Friday, between the hours of 7:30a.m. and 5:30 p.m., but up to twenty-five (25) percent of the shoots may occur during weekends. Contractor to edit photos as deemed necessary by the city and the photographer to correct for exposure or other imperfections. The cost includes the unlimited right of the City of Carlsbad to use the photos. Work (and all rights therein, including, without limitation, co_p_yright) belongs to and shall be the sole and exclusive property of city. Contractor to provide camera equipment, including camera, batteries, power, flashes, film, light meters, tripods, memory cards. Contractor's photos must be in color, unless otherwise noted by city employees Coordinate dates/times/locations with the city's communication manger or communication coordinator Deliver or mail communications department, 1200 Carlsbad Village Drive, Carlsbad, CA 92008, with a disc of each photo shoot within one (1) week of each shoot. Discs should be labeled with the shot location and date. For each task, Contractor will produce materials by specific deadlines created by communications department. Contractor will receive written notice from communications department for each task and deadline date for each task. Dates and times will be mutually agreed upon by the parties and subject to the availability of city staff and Contractor. Total not to exceed amount for contract: $15,000 City Attorney Approved Version 9.22.1 0 11 WAIVER REQUEST FORM FACTORS IN SUPPORT OF REQUEST TO MODIFY INSURANCE REQUIREMENT(S) Generally, a modification to the coverage requirement will be accepting a lower limit of coverage or waiving the requirement( s ). Requested by: Rachel McGuire, Communications Department (Name and Department) Proposed modification(s) to the Professional requirement(s) for liability (Type of insurance) D Reduce coverage to the amount of: cgj Waive coverage D Other: 6/15/11 Date Professional photography services--Sam Wells (Name of contract) ------------------------------------------------------------------------- FACTOR(S) IN SUPPORT OF MODIFICATION(S) (check those that apply) cg]Significance of Contractor: Contractor has previous experience with the City that is important to the efficiency of completing the scope of work and the quality of the work-product. {explain] The Communications Department has worked with Sam Wells for more than five years and he has the proven ability to achieve desired results efficiently and effectively. 0Significance of Contractor: Contractor has unique skills and there are few if any alternatives. {explain: include number of candidates RFP sent to and number responded if applicable} _________________ _ cgjcontract Amount/Term of Contract: $15,000. Work will be completed over a period of one year 0Professional Liability coverage is not available to this contractor or would increase the cost of the contract by $ [explain]. ------------------------------- 00ther (e.g. explain why exposures are minimal, how exposures are covered in another policy, exposure control mechanisms, and any other information pertinent to your request): The Communications Department would like to have Sam Well's professional liability insurance waived for the following reason: Admin order 68 states that it is not necessary for public relations services to be covered under professional liability when"there is in-house expertise to adequately evaluate contractor's recommendations and staff can control the result of the project." In the case of Sam Wells, the communications manager and communications coordinator have the in- house expertise to adequately evaluate the contractor. To make sure that the contractor's work can be controlled in house, the contractor will only be shooting photos of city buildings, staff and events that were predetermined by the communications department. Individuals who appear in photos must sign the city's model release, stating that the individual "waives the right to any fees, royalties or control, now or in the future" and that the individual grants "full permission" for the use of their image "including without limitations, name, likeness, performance, voice and biography, for the purpose of publicizing, advertising or promoting any City of Carlsbad matter or program. The invididual also "relinquish any right" that they have to examine or approve the completed product or products .. Approved by Risk Manager for this contract only: Z-t-2o!l (Signature) (Date) H:\ WORD\lnsurance\Admin Order #68 waiver modifY insurance requirements.doc