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HomeMy WebLinkAboutStein Anastasia J; 2009-02-04;Agreement for Videotaping of RBF Consulting Performances Between City of Carlsbad and Anastasia J. Stein THIS CONTRACT is made on tebruafv) (-f*^009 by and between the City of Carlsbad (hereafter referred to as "City") and Anastasia J. Stein, an individual and a Volunteer with the City of Carlsbad (hereinafter "Ms. Stein") in connection with an engagement sponsored by the City of Carlsbad's Public Works - Development Services, upon the following terms and conditions: 1. There are two live performances that will be performed at the City of Carlsbad's Faraday facility by RBF Consulting (hereinafter referred to as "RBF" or "Performer") on January 28 and February 4, 2009. The subject matter of the performance relates to staff training for the better understanding of the elements of a traffic study and the tools necessary to review submitted documents (hereinafter, referred to as "Performance"). 2. City desires to have the two Performances videotaped (recording both the video and audio signals; collectively referred to as "Record" or "Recording") for use by the City for future educational and employee training. Under normal circumstances, the City would use an in- house employee or hire an independent contractor to Record the Performance(s). 3. On January 22, 2009, Ms. Stein submitted a City of Carlsbad - Volunteer Application to Ms. Sue Irey, Volunteer Services Coordinator for the City of Carlsbad desiring to become a Volunteer with the City. Ms. Stein represented that she would volunteer her talents to the City and has agreed to provide videography services to the City to Record said Performances. 4. RBF has represented to the City that RBF has the right to license the Performance for the limited purposes of allowing for the reproducing of the Performance on videotape and thereafter allow the City to publicly perform and display the Performance at any City facility for internal City purpose only. City purposes include, but are not solely limited to, employee education and training for City and CMWD staff. 5. Ms. Stein has agreed to work in her capacity as a City volunteer and Record the two Performances. Ms. Stein will provide her own Recording videotaping equipment for this purpose. The City agrees to reimburse Ms. Stein the cost of the videotape(s) to Record the Performances. 6. City and Ms. Stein agree that the raw footage, notes, compilations, sound recordings, video recordings, editing footage, notes, and other materials or documents used create any draft or final product (collectively referred to as "Work(s)") prepared by Ms. Stein in the performance of this agreement shall be the property of City from the moment of its preparation, and Ms. Stein shall deliver such Works to City. Ms. Stein shall have the right to make duplicate copies of such Works for her own file for purposes of showing to prospective clients/customer and for other purposes the City may agree as to in writing. Ms. Stein shall not have the right to place any portion of or the entire Work on the Internet. 7. Ms. Stein and City intend this to be an agreement for Recording services and each considers the deliverable Work product and the result of the Recording services to be rendered by Ms. Stein hereunder to be a work made-for-hire. Ms. Stein 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, Ms. Stein does hereby give, 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 Ms. Stein hereby waives and appoints City to assert on Ms. Stein's behalf Ms. Stein'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. Ms. Stein 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. 8. Ms. Stein agrees to deliver the final product of the Work, which are the subject matter of this agreement, to the City on or before March 2, 2009. 9. This agreement is binding upon and shall inure to the benefit of the respective successors and/or assigns of the parties executing this agreement. 10. This agreement may not be changed or modified, or any covenant, representation, warranty or provision waived, except by an agreement in writing, signed by the party against whom enforcement of the change, modification or waiver is sought. 11. The parties agree and stipulate that the proper venue and jurisdiction for resolution of any disputes between the parties arising out of this agreement will be San Diego County, California. 12. Performer may not assign this agreement without the prior written consent of City. (Remainder of Page Intentionally Left Blank) 13. The individual(s) executing this agreement and the instruments referenced therein, if any, each represent and warrant that they have the legal power, right and actual authority to sign on behalf of the party for which he/she/it is signing and agrees to the terms and conditions of this agreement. Anastasia J. Stein, Volunteer for the City of Carlsbad Anastasia J. Stein (e^inail address) APPROVED AS TO FORM: .City Attorney CITYOF'CARLSBAC a municipal cor lORRAINE M. WOOD City Clerk j^jjijoJaci ' (J City Attorney