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HomeMy WebLinkAboutSam Wells DBA Sam Wells Photo; 2016-06-28;City Attorney Approved Version 1/30/13 1 AMENDMENT NO. 2 TO EXTEND AND AMEND THE AGREEMENT FOR PROFESSIONAL PHOTOGRAPHY AND VIDEOGRAPHY SERVICES SAM WELLS, DBA SAM WELLS PHOTO This Amendment No. 2 is entered into and effective as of the _______ day of ___________________________, 2020, extending the agreement dated June 28, 2016 (the “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 and videography services. RECITALS A. On June 28, 2016, the Parties executed the Agreement for professional photography and videography services; and B. On June 22, 2019, the Parties executed Amendment No. 1 to extend the Agreement for a period of one (1) year; and C. The Parties desire to extend and fund the Agreement for an additional period of one (1) year; and D. The Parties desire to alter the Agreement to include FEMA Required Provisions. The City and Contractor shall comply with all applicable requirements of the Federal Emergency Management Agency (FEMA) which are outlined in Exhibit "D”, which is attached and incorporated by this reference. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 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 28, 2021 on a time and materials basis not to exceed twenty thousand dollars ($20,000.00). 2. The City and Contractor shall comply with all applicable requirements of the Federal Emergency Management Agency (FEMA) which are outlined in Exhibit "D”, which is attached and incorporated by this reference. 6. All other provisions of the Agreement, as may have been amended from time to time, will remain in full force and effect. /// /// /// DocuSign Envelope ID: F4949B39-6610-4527-906E-8B996A3365A9 15th June City Attorney Approved Version 1/30/13 2 7. 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. 8. 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: (sign here) Communication & Engagement Director (print name/title) ATTEST: By: (sign here) BARBARA ENGLESON 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 Group 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. APPROVED AS TO FORM: CELIA A. BREWER, City Attorney BY: _____________________________ Assistant City Attorney DocuSign Envelope ID: F4949B39-6610-4527-906E-8B996A3365A9 Samuel Wells / Owner City Attorney Approved Version 1/30/13 3 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 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: $250 (b.) Two hours: $375 (c.) Three hours: $525 (d.) Four hours: $650 (e.) Every hour after is an additional $100 (f.) Additional video is $100 per hour Same Day rush charge is $50 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. 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. DocuSign Envelope ID: F4949B39-6610-4527-906E-8B996A3365A9 City Attorney Approved Version 1/30/13 4 Task: Photography/videography of up to seventy-five (75) photo and/or video 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. 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 director or manager. Deliver via email to the communications department a link to images of each photo shoot within one (1) week. 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: $20,000 DocuSign Envelope ID: F4949B39-6610-4527-906E-8B996A3365A9 City Attorney Approved Version 1/30/13 5 EXHIBIT “B” Video Format, Style and Technical Specifications Video Acquisition and Shooting Style  Use a tripod for interviews and b-roll as conditions permit or as script requires  All b-roll 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 generally be no longer than five to seven seconds  Use sufficient light and white balance to ensure the subject is properly exposed Final Output for Distribution City Television Channel Master Format MPEG-2 - .mpg, .mpeg QuickTime - .mov Fps 29.97 29.97 Video City Television Channel Master Frame Size 720x480 1080p29.97 or 720p59.94 Aspect Ratio 4:3, .9 pixel aspect ratio 16:9 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 City Television Channel Master Codec MPEG-1 (layer I,II, or III) or MPEG-2 AAC Bitrate 192 kbps or better 192 kbps or better Sample Rate 48 kHz, 16-bit stereo 48 kHz, 16-bit stereo DocuSign Envelope ID: F4949B39-6610-4527-906E-8B996A3365A9 City Attorney Approved Version 1/30/13 6  Camera movements should be smooth, steady, dynamic, flowing and intentional  Provide proper headroom and look space for interviews (i.e. screen right/screen left)  Leave room during an interview 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 Audio  Use proper microphones and windscreens to ensure clear audio  Allow ample time to rerecord sound if ambient noise interferes (airplanes, train horns, leaf blowers, etc.)  “Dress” lavaleir microphone cables so they are not visible. Editing  Please edit at 1080p29.97  Refer to city brand guidelines for direction on fonts, lower thirds, onscreen graphics and titles 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. 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 properly named. Please Exhibit “C” for more details on file naming. DocuSign Envelope ID: F4949B39-6610-4527-906E-8B996A3365A9 City Attorney Approved Version 1/30/13 7 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. 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 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. DocuSign Envelope ID: F4949B39-6610-4527-906E-8B996A3365A9 City Attorney Approved Version 1/30/13 8 Name of shoot Name of the project: Crosswalk Safety Event Subject of the shoot: School crossing guard interview and b-roll Location Calavera Elementary School Date Date/dates of shoots in notes Description of video in time code order Examples: 01:01:15 - Kids cross street, car speeds through light 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 Notes: Please note any additional shots that do not pertain to the project, but 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: Project Prefix – Description of Action, ANGLE Example: 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-roll 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 since 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 = ZI Push/Zoom out = ZO Interview = INTVW People = ppl Camera = cam With = w Interior = INT Exterior = EXT Foreground = FG Background = BG DocuSign Envelope ID: F4949B39-6610-4527-906E-8B996A3365A9 City Attorney Approved Version 1/30/13 9 EXHIBIT “D” Additional Terms and Conditions for FEMA Funded Agreements The following provisions are incorporated into the Agreement: 1. The contractor acknowledges Federal Emergency Management Agency (FEMA) financial assistance will be used to fund the contract only. The contractor will comply will all applicable federal law, regulations, executive orders, FEMA policies, procedures, and directives. 2. The contractor shall not use the Department of Homeland Security (DHS) seal(s), logos, crests, or reproductions of flags or likenesses of DHS agency officials without specific FEMA pre-approval. 3. The Federal Government is not a party to this contract and is not subject to any obligations or liabilities to the City of Carlsbad, contractor, or any other party pertaining to any matter resulting from the contract. 4. The contractor acknowledges that 31 U.S.C. Sections 3801-3812 (Administrative Remedies for False Claims and Statements) applies to the contractor’s actions pertaining to this contract. 5. Access to Records. The following access to records requirements apply to this contract: (A) The contractor agrees to provide the City of Carlsbad, the FEMA Administrator, the Comptroller General of the United States, or any of their authorized representatives access to any books, documents, papers, and records of the contractor which are directly pertinent to this contract for the purposes of making audits, examinations, excerpts, and transcriptions. (B) The contractor agrees to permit any of the foregoing parties to reproduce by any means whatsoever or to copy excerpts and transcriptions as reasonably needed. (C) The contractor agrees to provide the FEMA Administrator or authorized representatives access to construction or other work sites pertaining to the work being completed under the contract. (D) In compliance with the Disaster Recovery Act of 2018 (Pub. L. No. 115-254, §§ 1201-1246 (2018)), the City of Carlsbad and the contractor acknowledge and agree that no language in this contract is intended to prohibit audits or internal reviews by the FEMA Administrator or the Comptroller General of the United States. 6. Suspension and Debarment (A) This contract is a covered transaction for purposes of 2 C.F.R. pt. 180 and 2 C.F.R. pt. 3000. As such the contractor is required to verify that neither the contractor nor its principals (defined at 2 C.F.R. § 180.995) or its affiliates (defined at 2 C.F.R. § 180.905) are excluded (defined at 2 C.F.R. § 180.940) or disqualified (defined at 2 C.F.R. § 180.935). DocuSign Envelope ID: F4949B39-6610-4527-906E-8B996A3365A9 City Attorney Approved Version 1/30/13 10 EXHIBIT “D” Additional Terms and Conditions for FEMA Funded Agreements (B) The contractor must comply with 2 C.F.R. pt. 180, subpart C and 2 C.F.R. pt. 3000, subpart C and must include a requirement to comply with these regulations in any lower tier covered transaction it enters into. (C) This certification is a material representation of fact relied upon by the City of Carlsbad. If it is later determined that the contractor did not comply with 2 C.F.R. pt. 180, subpart C and 2 C.F.R. pt. 3000, subpart C, in addition to remedies available to the State of California or the City of Carlsbad, the Federal Government may pursue available remedies, including but not limited to suspension and/or debarment. (D) The bidder or proposer agrees to comply with the requirements of 2 C.F.R. pt. 180, subpart C and 2 C.F.R. pt. 3000, subpart C while this offer is valid and throughout the period of any contract that may arise from this offer. The bidder or proposer further agrees to include a provision requiring such compliance in its lower tier covered transactions. 7. To the extent any Federally mandated provisions incorporated by Exhibit B conflict with other terms and provisions of this Agreement, the Federally mandated provision(s) shall prevail. DocuSign Envelope ID: F4949B39-6610-4527-906E-8B996A3365A9 © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORDACORD 25 (2016/03) CERTIFICATE HOLDER CANCELLATIONCity of Carlsbad 1200 Carlsbad Village Dr Carlsbad, CA 92008 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) 05/27/2020 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCERCS&S/GILLMAN INSURANCE INC(APA) PO BOX 958489 LAKE MARY, FL 32746-8989 Phone - 877-724-2669 Fax - 877-763-5122 CONTACT NAME: PHONE (A/C, No, Ext):FAX (A/C, No): E-MAIL ADDRESS: INSURER(S) AFFORDING COVERAGE NAIC # INSURER A :Continental Casualty Company 20443 INSUREDSAM WELLS PHOTOGRAPHY 3607 Del Paso Court OCEANSIDE, CA 92056 INSURER B : INSURER C : INSURER D : INSURER E : INSURER F :COVERAGES CERTIFICATE NUMBER:REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDL INSD SUBR WVD POLICY NUMBER POLICY EFF (MM/DD/YYYY) POLICY EXP (MM/DD/YYYY)LIMITS A COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC OTHER Y Y 6012273968 07/15/2019 07/15/2020 EACH OCCURRENCE DAMAGE TO RENTED PREMISES (Ea occurrence) MED EXP (Any one person) PERSONAL & ADV INJURY GENERAL AGGREGATE PRODUCTS - COMP/OP AGG $2,000,000 $300,000 $10,000 $2,000,000 $4,000,000 $4,000,000 $ A AUTOMOBILE LIABILITY ANY AUTO OWNED AUTOS ONLYHIRED AUTOS ONLY SCHEDULED AUTOS NON-OWNED AUTOS ONLY Y Y 6012273968 07/15/2019 07/15/2020 COMBINED SINGLE LIMIT (Ea accident) BODILY INJURY (Per person) BODILY INJURY (Per accident) PROPERTY DAMAGE (Per accident) $1,000,000 $ $ $ $ UMBRELLA LIAB OCCUR EXCESS LIAB CLAIMS-MADE DED RETENTION $ EACH OCCURRENCE AGGREGATE $ $ $ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below Y/N N/A PER STATUTE OTH-ER E.L. EACH ACCIDENT E.L. DISEASE - EA EMPLOYEE E.L. DISEASE - POLICY LIMIT $ $ $ A Photographers and Videographers Errors & Omissions N 6012273968 07/15/2019 07/15/2020 Limit $500,000 $1,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) The City of Carlsbad, its officials, employees and volunteers are named as an additional insured with respect to liability arising out of activities performed by or on behalf of the Named insured. Waiver of subrogation applies. Cancellation per policy provisions. 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: Kristina Ray, communications department May 28, 2020 (Name and Department) Date Proposed modification(s) to the PL requirement(s) for Sam Wells Photography (Type of insurance) (Name of contract) Reduce coverage to the amount of : Waive coverage Other: FACTOR(S) IN SUPPORT OF MODIFICATION(S) (check those that apply) 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] Significance 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] Contract Amount/Term of Contract: $20,000. Work will be completed over a period of 1 yrs, Professional Liability coverage is not available to this contractor or would increase the cost of the contract by $ [explain]. Other (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 Communication & Engagement Department would like to have Sam Wells' professional liability insurance reduced 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 communication director and communication manager 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: (Signature) (Date) H:\WORD\Insurance\Admin Order #68 waiver modify insurance requirements.doc AMENDMENT NO. 1 TO EXTEND THE AGREEMENT FOR PROFESSIONAL PHOTOGRAPHY AND VIDEOGRAPHY SERVICES SAM WELLS, OBA SAM WELLS PHOTO This Amendment No. 1 is entered into and effective as of the 22 day of June, 2019, extending the agreement dated June 28, 2016 (the "Agreement") by and between the City of Carlsbad, a municipal corporation, ("City"), and Sam Wells, OBA Sam Wells Photo, a sole proprietorship, ("Contractor'') (collectively, the "Parties") for professional photography and videography services. RECITALS A. On June 28, 2016, the Parties executed a three year agreement for professional photography and videography services; and B. The Parties desire to extend the Agreement for a period of one year. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. The Agreement, as may have been amended from time to time, is hereby extended for a period of one year ending on June 28, 2020. 2. All other provisions of the Agreement, as may have been amended from time to time, shall 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, shall indude coverage for this Amendment. Ill Ill Ill Ill Ill City Attorney Approved Version 1 /30/13 4. The individuals executing this Amendment and the instruments referenced 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 hereof of this Amendment. CONTRACTOR By: (sign here) ~-~-~v1.._e_(_ldt~l5 / t)w,.ti ~ ( (print name/title) (sign here) ~ ~ "'t" ( we ( !_s. I 0..__;1/',f < (print name/title) CITY OF CARLSBAD, a municipal corporation of the State of California By: ayor or Director ATTEST: t . "~ 1/JY}a NJ. {!ffZ x/4uu K_ARBARA ENGLESON L/ City Clerk If required by City, proper notarial acknowledgment of execution by Contractor must be attached. If a corporatjon, 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 !!!!!11 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 2 ...---i,. CERTIFICATE OF LIABILITY INSURANCE I DATE (MM/DD/YYYY) A~RD 05/15/2019 THIS CERTIFICATE IS ISSUED AS A MA TIER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder Is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsementlsl. PRODUCER CONTACT CS&S/GILLMAN INSURANCE INC(APA) NAME: PHONE I FAX PO BOX 958489 IAIC, No, Ext): (AIC, No): LAKE MARY, FL 32746-8989 E-MAIL ADDRESS: Phone -877-724-2669 Fax -877-763-5122 INSURERISI AFFORDING COVERAGE NAIC# 1NsuRER A: Vallev Forae Insurance Companv 20508 INSURED INSURER B: SAM WELLS PHOTOGRAPHY 3660 SEAFLOWER LANE INSURER C: OCEANSIDE, CA 92056 INSURER D: INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS INSR ADDL SUBR POLICY EFF POLICY EXP LTR TYPE OF INSURANCE INSD WVD POLICY NUMBER IMM/00/YYYYI IMM/00/YYYYI LIMITS ~ COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 2,000,000 D CLAIMS-MADE ~ OCCUR DAMAGE TO RENTED $ 300,000 PREMISES (Ea occurrence) -MED EXP (Anv one person) $ 10,000 A y N 6012273968 07/15/2018 07/15/2019 $ 2,000,000 -PERSONAL & ADV INJURY GEN'L AGGREGATE LIMIT APPLIES PER GENERAL AGGREGATE $ 4,000,000 ~ □PRO-~LOC POLICY JECT PRODUCTS · COMP/OP AGG $ 4,000,000 OTHER $ V COMBINED SINGLE LIMIT $ 1,000,000 AUTOMOBILE LIABILITY (Ea accident) -ANY AUTO BODILY INJURY (Per person) $ -OWNED ~ so~w,rn A AUTOS ONLY AUTOS N N 6012273968 07/15/2018 07/15/2019 BODILY INJURY (Per accident) $ ~ HIRED NON-OWNED PROPERTY DAMAGE AUTOS ONLY AUTOS ONLY $ (Per accident) -$ UMBRELLA LIAB H OCCUR EACH OCCURRENCE $ - EXCESS LIAB CLAIMS-MADE AGGREGATE $ DEDI I RETENTION$ $ WORKERS COMPENSATION I PER I 1°:~-AND EMPLOYERS' LIABILITY STATUTE ANY PROPRIETOR/PARTNER/EXECUTIVE YIN N/A E.L. EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? □ (Mandatory In NH) E L. DISEASE · EA EMPLOYEE $ If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE· POLICY LIMIT $ DESCRIPTION OF OPERATIONS /LOCATIONS/ VEHICLES (ACORD 101, Additional Remarks Schedule, may be allached if more space rs required) The City of Carlsbad, its officials, employees and volunteers are named as an additional insured with respect to liability arising out of activities performed by or on behalf of the Named insured. Waiver of subrogation applies. Cancellation per policy provisions. CERTIFICATE HOLDER CANCELLATION city of Carlsbad SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE 1200 Carlsbad Village Dr THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Carlsbad, CA 92008 ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE f;fVl-!Y\_ ~en--r-auefuo © 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD CAE3014 ---= -- - ~NA SB146932F (Ed. 6-16) BLANKET ADDITIONAL INSURED AND LIABILITY EXTENSION ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESSOWNERS LIABILITY COVERAGE FORM BUSINESSOWNERS COMMON POLICY CONDITIONS TABLE OF CONTENTS I. Blanket Additional Insured Provisions A. Additional Insured -Blanket Vendors B. Miscellaneous Additional Insureds C. Additional Provisions Pertinent to Additional Insured Coverage 1. Prima!Y -Noncontributo!Y ~rovision 2. Definition of "written contract." II. Liabilitv Extension Coverages A. Bodil~ lnju!Y -Ex~anded Definition B. Broad Knowledge of Occurrence C. Estates, Legal Re~resentatives and S~ouses D. Legal Liabilitv -Damage to Premises E. Personal and Advertising lniu!Y -Discrimination or Humiliation F. Personal and Advertising lnju!Y -Broadened Eviction G. Waiver of Subrogation -Blanket I. BLANKET ADDITIONAL INSURED PROVISIONS A. ADDITIONAL INSURED -BLANKET VENDORS Who Is An Insured is amended to include as an additional insured any person or organization (referred to below as vendor) with whom you agreed under a "written contract" to provide insurance, but only with respect to "bodily injury" or "property damage" arising out of "your products" which are distributed or sold in the regular course of the vendor's business, subject to the following additional exclusions: 1. The insurance afforded the vendor does not apply to: a. "Bodily injury" or "property damage" for which the vendor is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages that the vendor would have in the absence of the contract or agreement; b. Any express warranty unauthorized by you; c. Any physical or chemical change in the product made intentionally by the vendor; d. Repackaging, except when unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; SB146932F (6-16) Page 1 of 7 Copyright, CNA All Rights Reserved. SB146932F (Ed. 6-16) e. Any failure to make such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products; f. Demonstration, installation, servicing or repair operations, except such operations performed at the vendor's premises in connection with the sale of the product; g. Products which, after distribution or sale by you, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for the vendor; or h. "Bodily injury" or "property damage" arising out of the sole negligence of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf. However, this exclusion does not apply to: (1) The exceptions contained in Subparagraphs d. or f.; or (2) Such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products. 2. This insurance does not apply to any insured person or organization, from whom you have acquired such products, or any ingredient, part or container, entering into, accompanying or containing such products. 3. This provision 2. does not apply to any vendor included as an insured by an endorsement issued by us and made a part of this Policy. 4. This provision 2. does not apply if "bodily injury" or "property damage" included within the "products- completed operations hazard" is excluded either by the provisions of the Policy or by endorsement. B. MISCELLANEOUS ADDITIONAL INSUREDS 1. Who Is An Insured is amended to include as an insured any person or organization (called additional insured) described in paragraphs 3.a. through 3.j. below whom you are required to add as an additional insured on this policy under a "written contract.": 2. However, subject always to the terms and conditions of this policy, including the limits of insurance, we will not provide the additional insured with: a. A higher limit of insurance than required by such "written contract"; b. Coverage broader than required by such "written contract" and in no event greater than that described by the applicable paragraph a. through k. below; or c. Coverage for "bodily injury" or "property damage" included within the "products-completed operations hazard." But this paragraph c. does not apply to the extent coverage for such liability is provided by paragraph 3.j. below. Any coverage granted by this endorsement shall apply only to the extent permitted by law. 3. Only the following persons or organizations can qualify as additional insureds under this endorsement: a. Controlling Interest Any persons or organizations with a controlling interest in you but only with respect to their liability arising out of: (1) such person or organization's financial control of you; or (2) Premises such person or organization owns, maintains or controls while you lease or occupy these premises; provided that the coverage granted to such additional insureds does not apply to structural alterations, new construction or demolition operations performed by or for such additional insured. SB146932F (6-16) Page 2 of 7 Copyright, CNA All Rights Reserved. --- b. Co-owner of Insured Premises SB146932F (Ed. 6-16) A co-owner of a premises co-owned by you and covered under this insurance but only with respect to the co-owners liability for "bodily injury", "property damage" or "personal and advertising injury" as co-owner of such premises. c. Grantor of Franchise Any person or organization that has granted a franchise to you, but only with respect to such person or organization's liability for "bodily injury", "property damage", or "personal and advertising injury" as grantor of a franchise to you. d. Lessor of Equipment Any person or organization from whom you lease equipment, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused in whole or in part by your maintenance, operation or use of such equipment, provided that the "occurrence" giving rise to such "bodily injury" or "property damage" or the offense giving rise to such "personal and advertising injury" takes place prior to the termination of such lease. e. Lessor of Land Any person or organization from whom you lease land, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" arising out of the ownership, maintenance or use of that specific part of the land leased to you, provided that the "occurrence" giving rise to such "bodily injury" or "property damage" or the offense giving rise to such "personal and advertising injury", takes place prior to the termination of such lease. The insurance hereby afforded to the additional insured does not apply to structural alterations, new construction or demolition operations performed by, on behalf of or for such additional insured. f. Lessor of Premises An owner or lessor of premises leased to you, or such owner or lessor's real estate manager, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" arising out of the ownership, maintenance or use of such part of the premises leased to you, and provided that the "occurrence" giving rise to such "bodily injury" or "property damage" or the offense giving rise to such "personal and advertising injury", takes place prior to the termination of such lease. The insurance hereby afforded to the additional insured does not apply to structural alterations, new construction or demolition operations performed by, on behalf of or for such additional insured. g. Mortgagee, Assignee or Receiver A mortgagee, assignee or receiver of premises but only with respect to such mortgagee, assignee, or receiver's liability for "bodily injury", "property damage" or "personal and advertising injury" arising out of the ownership, maintenance, or use of a premises by you. This insurance does not apply to structural alterations, new construction or demolition operations performed by, on behalf of or for such additional insured. h. State or Political Subdivisions A state or government agency or subdivision or political subdivision that has issued a permit or authorization, but only with respect to such government agency or subdivision or political subdivision's liability for "bodily injury", "property damage" or "personal and advertising injury" arising out of: (1) The following hazards in connection with premises you own, rent, or control and to which this insurance applies: SB146932F (6-16) Page 3 of 7 (a) The existence, maintenance, repair, construction, erection, or removal of advertising signs, awnings, canopies, cellar entrances, coal holes, driveways, manholes, marquees, hoistaway openings, sidewalk vaults, street banners, or decorations and similar exposures; or (b) The construction, erection, or removal of elevators; or (c) The ownership, maintenance or use of any elevators covered by this insurance; or Copyright, CNA All Rights Reserved. SB146932F (Ed. 6-16) (2) The permitted or authorized operations performed by you or on your behalf. But the coverage granted by this paragraph does not apply to: (a) "Bodily injury", "property damage" or "personal and advertising injury" arising out of operations performed for the state or government agency or subdivision or political subdivision; or (b) "Bodily injury" or "property damage" included within the "products-completed operations hazard." With respect to this provision's requirement that additional insured status must be requested under a "written contract", we will treat as a "written contract" any governmental permit that requires you to add the governmental entity as an additional insured. i. Trade Show Event Lessor With respect to your participation in a trade show event as an exhibitor, presenter or displayer, any person or organization .whom you are required to include as an additional insured, but only with respect to such person or organization's liability for "bodily injury", "property damage", or "personal and advertising injury" cause by: a. Your acts or omissions; or b. Acts or omissions of those acting on your behalf; in the performance of your ongoing operations at the trade show premises during the trade show event. j. Other Person or Organization Any person or organization who is not an additional insured under paragraphs a. through i. above. Such additional insured is an insured solely for "bodily injury", "property damage" or "personal and advertising injury" for which such additional insured is liable because of your acts or omissions. The coverage granted by this paragraph does not apply to any person or organization: (1) For "bodily injury," "property damage," or "personal and advertising injury" arising out of the rendering or failure to render any professional services; (2) For "bodily injury" or "property damage" included in the "products-completed operations hazard." But this provision (2) does not apply to such "bodily injury" or "property damage" if: (a) It is entirely due to your negligence and specifically results from your work for the additional insured which is the subject to the "written contract"; and (b) The "written contract" requires you to make the person or organization an additional insured for such "bodily injury" or "property damage"; or (3) Who is afforded additional insured coverage under another endorsement attached to this policy. C. ADDITIONAL PROVISIONS PERTINENT TO ADDITIONAL INSURED COVERAGE With respect only to additional insured coverage provided under paragraphs A. and B. above: 1. The BUSINESSOWNERS COMMON POLICY CONDITIONS are amended to add the following to the Condition entitled Other Insurance: This insurance is excess of all other insurance available to an additional insured whether primary, excess, contingent or on any other basis. However, if a "written contract" requires that this insurance be either primary or primary and noncontributing, then this insurance will be primary and non-contributory relative solely to insurance on which the additional insured is a named insured. 2. Under Liability and Medical Expense Definitions, the following definition is added: "Written contract" means a written contract or agreement that requires you to make a person or organization an additional insured on this policy, provided the contract or agreement: a. Is currently in effect or becomes effective during the term of this policy; and b. Was executed prior to: SB146932F (6-16) Page 4 of 7 Copyright, CNA All Rights Reserved. ---"""""" -- iiiiiii (1) The "bodily injury" or "property damage"; or (2) The offense that caused the "personal and advertising injury"; for which the additional insured seeks coverage. II. LIABILITY EXTENSION COVERAGES SB146932F (Ed. 6-16) It is understood and agreed that this endorsement amends the Businessowners Liability Coverage Form. If any other endorsement attached to this policy amends any provision also amended by this endorsement, then that other endorsement controls with respect to such provision, and the changes made by this endorsement to such provision do not apply. A. Bodily Injury -Expanded Definition Under Liability and Medical Expenses Definitions, the definition of "Bodily injury" is deleted and replaced by the following: "Bodily injury" means physical injury, sickness or disease sustained by a person, including death, humiliation, shock, mental anguish or mental injury by that person at any time which results as a consequence of the physical injury, sickness or disease. B. Broad Knowledge of Occurrence Under Businessowners Liability Conditions, the Condition entitled Duties In The Event of Occurrence, Offense, Claim or Suit is amended to add the following: Paragraphs a. and b. above apply to you or to any additional insured only when such "occurrence," offense, claim or "suit" is known to: (1) You or any additional insured that is an individual; (2) Any partner, if you or an additional insured is a partnership; (3) Any manager, if you or an additional insured is a limited liability company; (4) Any "executive officer'' or insurance manager, if you or an additional insured is a corporation; (5) Any trustee, if you or an additional insured is a trust; or (6) Any elected or appointed official, if you or an additional insured is a political subdivision or public entity. This paragraph applies separately to you and any additional insured. C. Estates, Legal Representatives and Spouses The estates, heirs, legal representatives and spouses of any natural person insured shall also be insured under this policy; provided, however, coverage is afforded to such estates, heirs, legal representatives and spouses only for claims arising solely out of their capacity as such and, in the case of a spouse, where such claim seeks damages from marital common property, jointly held property, or property transferred from such natural person insured to such spouse. No coverage is provided for any act, error or omission of an estate, heir, legal representative or spouse outside the scope of such person's capacity as such, provided however that the spouse of a natural person Named Insured and the spouses of members or partners of joint venture or partnership Named Insureds are insureds with respect to such spouses' acts, errors or omissions in the conduct of the Named lnsured's business. D. Legal Liability -Damage To Premises 1. Under B. Exclusions, 1. Applicable to Business Liability Coverage, Exclusion k. Damage To Property, is replaced by the following: k. Damage To Property "Property damage" to: 1. Property you own, rent or occupy, including any costs or expenses incurred by you, or any other person, organization or entity, for repair, replacement, enhancement, restoration or maintenance of SB146932F (6-16) Page 5 of 7 Copyright, CNA All Rights Reserved. CNA SB146932F (Ed. 6-16) such property for any reason, including prevention of injury to a person or damage to another's property; 2. Premises you sell, give away or abandon, if the "property damage" arises out of any part of those premises; 3. Property loaned to you; 4. Personal property in the care, custody or control of the insured; 5. That particular part of any real property on which you or any contractors or subcontractors working directly or indirectly in your behalf are performing operations, if the "property damage" arises out of those operations; or 6. That particular part of any property that must be restored, repaired or replaced because "your work" was incorrectly performed on it. Paragraph 2 of this exclusion does not apply if the premises are "your work" and were never occupied, rented or held for rental by you. Paragraphs 1, 3, and 4, of this exclusion do not apply to "property damage" (other than damage by fire or explosion) to premises: (1) rented to you: (2) temporarily occupied by you with the permission of the owner, or (3) to the contents of premises rented to you for a period of 7 or fewer consecutive days. A separate limit of insurance applies to Damage To Premises Rented To You as described in Section D - Liability and Medical Expenses Limits of Insurance. Paragraphs 3, 4, 5, and 6 of this exclusion do not apply to liability assumed under a sidetrack agreement. Paragraph 6 of this exclusion does not apply to "property damage" included in the "products-completed operations hazard." 2. Under B. Exclusions, 1. Applicable to Business Liability Coverage, the following paragraph is added, and replaces the similar paragraph, if any, beneath paragraph (14) of the exclusion entitled Personal and Advertising injury: Exclusions c, d, e, f, g, h, i, k, I, m, n, and o, do not apply to damage by fire to premises while rented to you or temporarily occupied by you with permission of the owner or to the contents of premises rented to you for a period of 7 or fewer consecutive days. A separate limit of insurance applies to this coverage as described in Section D. Liability And Medical Expenses Limits Of Insurance. 3. The first Paragraph under item 5. Damage To Premises Rented To You Limit of the section entitled Liability And Medical Expenses Limits Of Insurance is replaced by the following: The most we will pay under Business Liability for damages because of "property damage" to any one premises, while rented to you or temporarily occupied by you with the permission of the owner, including contents of such premises rented to you for a period of 7 or fewer consecutive days, is the Damage to Premises Rented to You limit shown in the Declaration. E. Personal and Advertising Injury -Discrimination or Humiliation 1. Under Liability and Medical Expenses Definitions, the definition of "personal and advertising injury" is amended to add the following: h. Discrimination or humiliation that results in injury to the feelings or reputation of a natural person, but only if such discrimination or humiliation is: (1) Not done intentionally by or at the direction of: (a) The insured; or SB 146932F (6-16) Page 6 of 7 Copyright, CNA All Rights Reserved. !!!!!!!!! - - -.aiiiiia ~NA SB146932F (Ed. 6-16) (b) Any "executive officer," director, stockholder, partner, member or manager (if you are a limited liability company) of the insured; and (2) Not directly or indirectly related to the employment, prospective employment, past employment or termination of employment of any person or person by any insured. 2. Under 8. Exclusions, 1. Applicable to Business Liability Coverage, the exclusion entitled Personal and Advertising injury is amended to add the following additional exclusions: (15) Discrimination Relating to Room, Dwelling or Premises Caused by discrimination directly or indirectly related to the sale, rental, lease or sub-lease or prospective sale, rental, lease or sub-lease of any room, dwelling or premises by or at the direction of any insured. (16) Employment Related Discrimination Discrimination or humiliation directly or indirectly related to the employment, prospective employment, past employment or termination of employment of any person by any insured. (17) Fines or Penalties Fines or penalties levied or imposed by a governmental entity because of discrimination. 3. This provision (Personal and Advertising Injury -Discrimination or Humiliation) does not apply if Personal and Advertising Injury Liability is excluded either by the provisions of the Policy or by endorsement. F. Personal and Advertising Injury -Broadened Eviction Under Liability and Medical Expenses Definitions, the definition of "Personal and advertising injury" is amended to delete Paragraph c. and replace it with the following: c. The wrongful eviction from, wrongful entry into, or invasion of the right of private occupancy of a room dwelling or premises that a person or organization occupies committed by or on behalf of its owner, landlord or lessor. G. Waiver of Subrogation -Blanket We waive any right of recovery we may have against: a. Any person or organization with whom you have a written contract that requires such a waiver. All other terms and conditions of the Policy remain unchanged. SB146932F (6-16) Page 7 of 7 Copyright, CNA All Rights Reserved. W AIYER 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: Kristina Ray, communications department (Name and Department) June 24, 2019 Date Proposed modification(s) to the PL requirement(s) for Sam Wells Photography (Type of insurance) (Name of contract) D Reduce coverage to the amount of [:8:1 Waive coverage D Other: ------------------------------------- FACTOR(S) IN SUPPORT OF MODIFICATION(S) (check those that apply) □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} _______ _ □Significance of Contractor: Contractor has unique skills and there are few if any alternatives. [explain: include number of candidates RFP sent to and number re!>ponded if applicable} ___________ _ [:8:IContract Amount/Term of Contract: $20,000. Work will be completed over a period of □Professional Liability coverage is not available to this contractor or would increase the cost of the contract by $ [explain]. ______________________________ _ [:8:IOther (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 Wells' professional liability insurance reduced 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 roducts. Approved by Risk Manager for this contract only: (Signature) 11:I WORD\lnsurancc\Admin Order #68 waiver modify insurance requirements.doc AGREEMENT FOR PROFESSIONAL PHOTOGRAPHY AND VIDEOGRAPHY SERVICES WITH SAM WELLS DBA SAM WELLS PHOTO THIS) AGREEMENT is made and entered into as of the 2 0-t'V"l day of ---T-'d~U""".V'\-e::....,_~--· 20 \ \t) , by and between the CITY OF CARLSBAD, a municipal corporation, ("City"), and Sam Wells d.b.a. Sam Wells Photo, a sole proprietorship, ("Contractor"). RECITALS City requires the professional services of a photographer and videographer who is experienced in professional photography and videography. Contractor has the necessary experience in providing these professional services, has submitted a proposal to City and has affirmed its willingness and ability to perform such work. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. Scope of Work. City retains Contractor to perform, and Contractor agrees to render, those services (the "Services") that are defined in Exhibit "A", attached and incorporated by this reference in accordance with the terms and conditions set forth in this Agreement. 2. Term. This Agreement will be effective for a period of three years from the date first above written. The Agreement may be extended for three additional one year terms with the consent of both parties. The parties will prepare a written amendment indicating the effective date and length of the extended Agreement. 3. Compensation. The total fee payable for the Services to be performed shall not exceed twenty thousand dollars ($20,000.00) per agreement year and shall be billed at an hourly rate. For photography and videography services, rates are: (a.) One hour: $250 (b.) Two hours: $375 (c.) Three hours: $525 (d.) Four hours: $650 (e.) Every hour after is an additional $100 (f.) Additional video is $100 per hour Same Day rush charge is $50 No other compensation for the Services will be allowed except for items covered by subsequent amendments to this Agreement. City reserves the right to withhold a ten percent (1 0%) retention until City has accepted the work and/or the Services specified in Exhibit "A." 4. 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. City Attorney Approved Version 6-2015 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 5. Ownership of Work(s). Excepting such items which are specifically identified by Contractor as proprietary trade secrets, any and all sketches, drawings, tracings, images (whether still or moving), audio sounds, recordings, notes, computations, writings, 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. 6. 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. 1 06A 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. 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. 7. 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 City Attorney Approved Version 6-2015 2 limitation, reasonable attorneys' 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 "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 (1 0) 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. 8. Indemnification -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 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 City Attorney Approved Version 6-2015 3 workers' compensation is included as a loss, expense or cost for the purposes of this section, and that this section will survive the expiration or early termination of this Agreement. 9. Insurance. 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 Approved Surplus Line Insurers (LASLI) with a rating in the latest Best's Key Rating Guide of at least "A:X"; OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC) latest quarterly listings report. 10. Coverage and Limits. Contractor will maintain the types of coverage and minimum limits indicated below, unless the Risk Manager 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. The full limits available to the named insured shall also be available and applicable to the City as an additional insured. 1 0.1.1 Commercial General Liability Insurance. $2,000,000 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. 1 0.1.2 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. 1 0.1.3 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. 1 0.1.4 Professional Liability. Errors and om1ss1ons 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. 10.2 Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: 1 0.2.1 The City will be named as an additional insured on Commercial General Liability which shall provide primary coverage to the City. City Attorney Approved Version 6-2015 4 1 0.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. 1 0.2.3 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. 10.3 Providing Certificates of Insurance and Endorsements. Prior to City's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to City. 10.4 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. 10.5 Submission of Insurance Policies. City reserves the right to require, at any time, complete and certified copies of any or all required insurance policies and endorsements. 11. 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. 12. 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. 13. 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 and/or U.S. 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. City Attorney Approved Version 6-2015 5 14. Claims and Lawsuits. By signing this Agreement, Contractor agrees that any Agreement claim submitted to City must 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. 15. 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. 16. Assignment. Contractor may assign neither this Agreement nor any part of it, nor any monies due or to become due under it, without the prior written consent of City. 17. 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. 18. 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. 19. 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. City Attorney Approved Version 6-2015 6 CONTRACTOR *By: ~~VV\U\e \ (Je \(5 (owl/<"t.f (Print name/title) ~ 't'A e s-~~"l~U5 ~~ ,co<M (e-mail address) **By: (Sign here) (Print name/title) (e-mail address) ATTEST: 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: City Attorney Approved Version 6-2015 7 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 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: $250 (b.) Two hours: $375 (c.) Three hours: $525 (d.) Four hours: $650 (e.) Every hour after is an additional $100 (f.) Additional video is $100 per hour Same Day rush charge is $50 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. • 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. City Attorney Approved Version 6-2015 8 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 ~rovide direction re_g_ardin_g_ 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 7:30a.m. and 5:30p.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 City Attorney Approved Version 6-2015 9 Coordinate dates/times/locations with the city's communication manger or community relations man<!9er. Deliver via email to the communications department a link to images of each photo shoot within one (1) week. 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: $20,000 City Attorney Approved Version 6-2015 10 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 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 6-2015 11 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 1 080p29.97 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 6-2015 12 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 delivered 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 6-2015 13 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. W""'OC u ' s GFX GFX Prepped GFX Source ,, MOV DERS WORK .AE MOTN XPOR'rS 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 Live Type, 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 City Attorney Approved Version 6-2015 14 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 additional 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 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= INT Exterior = EXT Foreground = FG Background= BG City Attorney Approved Version 6-2015 15