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HomeMy WebLinkAboutChartier, Kristina dba Kristina Chartier Photography; 2021-03-08;City Attorney Approved Version 8/2/2022 1 AMENDMENT NO. 2 TO EXTEND AND AMEND THE AGREEMENT FOR PROFESSIONAL PHOTOGRAPHY SERVICES KRISTINA CHARTIER dba KRISTINA CHARTIER PHOTOGRAPHY This Amendment No. 2 is entered into and effective as of the _______ day of ___________________________, 2022, extending and amending the agreement dated March 8, 2021 (the “Agreement”) by and between the City of Carlsbad, a municipal corporation, ("City"), and Kristina Chartier, doing business as Kristina Chartier Photography, a sole proprietorship, ("Contractor"), (collectively, the “Parties”) for professional photography services. RECITALS A. On March 8, 2021, the Parties entered into a one year agreement for professional photography services; and B. On January 31, 2022, the Parties amended and extended the Agreement for a period of one year; and C. The Parties desire to amend the Agreement to increase the annual compensation by up to five thousand dollars ($5,000.00) for a total amount not to exceed forty thousand dollars ($40,000.00) per Agreement year; and D. The Parties desire to extend and fund the Agreement for an additional period of one (1) year. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. In addition to those services contained in the Agreement, as may have been amended from time to time, Contractor will provide those services in Exhibit “A”. With this Amendment, the total annual Agreement amount shall not exceed, forty thousand dollars ($40,000.00). 2. City will pay Contractor for all work associated with those services described in Exhibit “A” on a time and materials basis not-to-exceed forty thousand dollars ($40,000.00) per Agreement year. Contractor will provide City, on a monthly basis, copies of invoices sufficiently detailed to include hours performed, hourly rates, and related activities and costs for approval by City. 3. Contractor will complete all work described in Exhibit “A” by March 8, 2024. All other provisions of the Agreement, as may have been amended from time to time, shall remain in full force and effect. 4. 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: F291FC79-2D73-4CB5-95E0-D6C5A88DE300 November 16th City Attorney Approved Version 8/2/2022 2 5. All requisite insurance policies to be maintained by the Contractor pursuant to the Agreement, as may have been amended from time to time, shall include coverage for this Amendment. 6. 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 CITY OF CARLSBAD, a municipal corporation of the State of California By: By: KRISTINA CHARTIER KRISTINA RAY Owner/Photographer Director Communication & Engagement ATTEST: FAVIOLA MEDINA City Clerk Services Manager 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: CINDIE K. McMAHON, City Attorney BY: _____________________________ Deputy / Assistant City Attorney DocuSign Envelope ID: F291FC79-2D73-4CB5-95E0-D6C5A88DE300 City Attorney Approved Version 8/2/2022 3 EXHIBIT “A” SCOPE OF SERVICES Photography of places, events and people in the City of Carlsbad. Direct and shoot outdoor/indoor photos of city events, projects, city staff and volunteers throughout various city locations. 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 DocuSign Envelope ID: F291FC79-2D73-4CB5-95E0-D6C5A88DE300 City Attorney Approved Version 8/2/2022 4 Coordinate dates/times/locations with the city’s communication director, manger or communication coordinator Deliver via email to the communication & engagement 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 for contract: Not to exceed $40,000 Services shall be billed at: $300 per shoot (defined as a half hour to two (2) hour session in one (1) general location) $80 an hour for coordination of photo shoots, including securing locations, props and subjects Other considerations • Written work products must follow the City of Carlsbad writing style guidelines and be free from Contractor logos or other branding elements. • Contractor is responsible for alerting the city’s project manager in advance in writing of any out of scope requests before commencing work. • Contractor will provide invoices to the city in a format specified by the Communication & Engagement director. • Contractor must get approval in advance in writing from the Communication & Engagement director prior to disclosing information about this contract or Contractor activities on behalf of the city, including using this project for marketing purposes, case studies, professional association presentations and any other purpose. • Any creative/design products must conform of the City of Carlsbad brand guidelines. All work products must be provided in the following file formats: • Microsoft Word or Google Docs (for documents) • Microsoft Excel or Google Sheets (for spreadsheets) • Microsoft PowerPoint or Google Slides for presentations DocuSign Envelope ID: F291FC79-2D73-4CB5-95E0-D6C5A88DE300 City Attorney Approved Version 1/30/13 1 AMENDMENT NO. 1 TO EXTEND AND AMEND THE AGREEMENT FOR PROFESSIONAL PHOTOGRAPHY SERVICES KRISTINA CHARTIER dba KRISTINA CHARTIER PHOTOGRAPHY This Amendment No. 1 is entered into and effective as of the _______ day of ___________________________, 2022, extending and amending the agreement dated March 08, 2021 (the “Agreement”) by and between the City of Carlsbad, a municipal corporation, ("City"), and Kristina Chartier, doing business as Kristina Chartier Photography, a sole proprietorship, ("Contractor"), (collectively, the “Parties”) for professional photography services. RECITALS A. On March 8, 2021, the Parties entered into a one year agreement for professional photography services; and B. The Parties desire to amend and extend the Agreement for a period of one year. C. The Parties have negotiated and agreed to a supplemental scope of work and fee schedule, which is attached to and incorporated by this reference as Exhibit "A", Scope of Services and Fee. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. The Agreement, as may have been amended from time to time, is hereby extended for a period of one year ending on March 8, 2023, on a time and materials basis not-to-exceed thirty-five thousand dollars ($35,000) per Agreement year, billed at the following rates: $300 per shoot (defined as a half hour to two (2) hour session in one (1) general location) $80 an hour for coordination of photo shoots, including securing locations, props and subjects 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 include coverage for this Amendment. /// /// /// /// DocuSign Envelope ID: EDB82DA6-F72D-44AF-91DE-9C13F9AEAE53 January 31st DocuSign Envelope ID: F291FC79-2D73-4CB5-95E0-D6C5A88DE300 City Attorney Approved Version 1/30/13 2 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 CITY OF CARLSBAD, a municipal corporation of the State of California By: By: KRISTINA CHARTIER KRISTINA RAY Owner/Photographer Director Communication & Engagement ATTEST: FAVIOLA MEDINA City Clerk Services Manager 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: EDB82DA6-F72D-44AF-91DE-9C13F9AEAE53DocuSign Envelope ID: F291FC79-2D73-4CB5-95E0-D6C5A88DE300 City Attorney Approved Version 1/30/13 3 EXHIBIT “A” SCOPE OF SERVICES Photography of places, events and people in the City of Carlsbad. Direct and shoot outdoor/indoor photos of city events, projects, city staff and volunteers throughout various city locations. 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 DocuSign Envelope ID: EDB82DA6-F72D-44AF-91DE-9C13F9AEAE53DocuSign Envelope ID: F291FC79-2D73-4CB5-95E0-D6C5A88DE300 City Attorney Approved Version 1/30/13 4 Coordinate dates/times/locations with the city’s communication director, manger or communication coordinator Deliver via email to the communication & engagement 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 for contract: Not to exceed $35,000 Services shall be billed at: $300 per shoot (defined as a half hour to two (2) hour session in one (1) general location) $80 an hour for coordination of photo shoots, including securing locations, props and subjects Other considerations • Written work products must follow the City of Carlsbad writing style guidelines and be free from Contractor logos or other branding elements. • Contractor is responsible for alerting the city’s project manager in advance in writing of any out of scope requests before commencing work. • Contractor will provide invoices to the city in a format specified by the Communication & Engagement director. • Contractor must get approval in advance in writing from the Communication & Engagement director prior to disclosing information about this contract or Contractor activities on behalf of the city, including using this project for marketing purposes, case studies, professional association presentations and any other purpose. • Any creative/design products must conform of the City of Carlsbad brand guidelines. All work products must be provided in the following file formats: • Microsoft Word or Google Docs (for documents) • Microsoft Excel or Google Sheets (for spreadsheets) • Microsoft PowerPoint or Google Slides for presentations DocuSign Envelope ID: EDB82DA6-F72D-44AF-91DE-9C13F9AEAE53DocuSign Envelope ID: F291FC79-2D73-4CB5-95E0-D6C5A88DE300 City Attorney Approved Version 6/12/18 1 AGREEMENT FOR PROFESSIONAL PHOTOGRAPHY SERVICES KRISTINA CHARTIER DBA KRISTINA CHARTIER PHOTOGRAPHY THIS AGREEMENT is made and entered into as of the ______________ day of _________________________, 2021, by and between the CITY OF CARLSBAD, a municipal corporation, ("City"), and Kristina Chartier, DBA Kristina Chartier Photography, a sole proprietorship, ("Contractor"). RECITALS A. City requires the professional services of a photographer that is experienced in professional photography of events, projects and people. B. Contractor has the necessary experience in providing professional services and advice related to professional photography. C. Contractor has submitted a proposal to City and has affirmed its willingness and ability to perform such work. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. SCOPE OF WORK City retains Contractor to perform, and Contractor agrees to render, those services (the "Services") that are defined in attached Exhibit "A", which is incorporated by this reference in accordance with this Agreement’s terms and conditions. 2. STANDARD OF PERFORMANCE While performing the Services, Contractor will exercise the reasonable professional care and skill customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan Southern California Area, and will use reasonable diligence and best judgment while exercising its professional skill and expertise. 3. TERM The term of this Agreement will be effective for a period of one year from the date first above written. The City Manager may amend the Agreement to extend it for three additional one year periods or parts thereof. Extensions will be based upon a satisfactory review of Contractor's performance, City needs, and appropriation of funds by the City Council. The parties will prepare a written amendment indicating the effective date and length of the extended Agreement. 4. TIME IS OF THE ESSENCE Time is of the essence for each and every provision of this Agreement. 5. COMPENSATION The total fee payable for the Services to be performed during the initial Agreement term shall not exceed thirty-five thousand dollars ($35,000.00). No other compensation for the Services will be allowed except for items covered by subsequent amendments to this Agreement. If the City elects to extend the Agreement, the amount shall not exceed thirty-five thousand dollars ($35,000.00) per Agreement year. Services shall be billed at the following rates: $300 per shoot (defined as a half hour to two (2) hour session in one (1) general location) $80 an hour for coordination of photo shoots, including securing locations, props and subjects DocuSign Envelope ID: 686CE059-CAB2-4723-BAA6-FE0DC663FFA5 8th March DocuSign Envelope ID: F291FC79-2D73-4CB5-95E0-D6C5A88DE300 City Attorney Approved Version 6/12/18 2 The City reserves the right to withhold a ten percent (10%) retention until City has accepted the work and/or Services specified in Exhibit "A". Incremental payments, if applicable, should be made as outlined in attached Exhibit "A". 6. STATUS OF CONTRACTOR Contractor will perform the Services in Contractor's own way as an independent contractor and in pursuit of Contractor's independent calling, and not as an employee of City. Contractor will be under control of City only as to the result to be accomplished, but will consult with City as necessary. The persons used by Contractor to provide services under this Agreement will not be considered employees of City for any purposes. The payment made to Contractor pursuant to the Agreement will be the full and complete compensation to which Contractor is entitled. City will not make any federal or state tax withholdings on behalf of Contractor or its agents, employees or subcontractors. City will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Contractor or its employees or subcontractors. Contractor agrees to indemnify City within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which City may be required to make on behalf of Contractor or any agent, employee, or subcontractor of Contractor for work done under this Agreement. At the City’s election, City may deduct the indemnification amount from any balance owing to Contractor. 7. SUBCONTRACTING Contractor will not subcontract any portion of the Services without prior written approval of City. If Contractor subcontracts any of the Services, Contractor will be fully responsible to City for the acts and omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor. Nothing contained in this Agreement will create any contractual relationship between any subcontractor of Contractor and City. Contractor will be responsible for payment of subcontractors. Contractor will bind every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved in writing by City. 8. OTHER CONTRACTORS The City reserves the right to employ other Contractors in connection with the Services. 9. INDEMNIFICATION Contractor agrees to indemnify and hold harmless the City and its officers, officials, employees and volunteers from and against all claims, damages, losses and expenses including attorneys fees arising out of the performance of the work described herein caused by any negligence, recklessness, or willful misconduct of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable. The parties expressly agree that any payment, attorney’s fee, costs or expense City incurs or makes to or on behalf of an injured employee under the City’s self-administered workers’ compensation is included as a loss, expense or cost for the purposes of this section, and that this section will survive the expiration or early termination of this Agreement. 10. 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 DocuSign Envelope ID: 686CE059-CAB2-4723-BAA6-FE0DC663FFA5DocuSign Envelope ID: F291FC79-2D73-4CB5-95E0-D6C5A88DE300 City Attorney Approved Version 6/12/18 3 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. 10.1 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. 10.1.1 Commercial General Liability (CGL) Insurance. Insurance written on an “occurrence” basis, including personal & advertising injury, with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. 10.1.2 Automobile Liability. (if the use of an automobile is involved for Contractor's work for City). $2,000,000 combined single-limit per accident for bodily injury and property damage. 10.1.3 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. 10.1.4 Professional Liability. Errors and omissions liability appropriate to Contractor’s profession with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of five years following the date of completion of the work. 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: 10.2.1 The City will be named as an additional insured on Commercial General Liability which shall provide primary coverage to the City. 10.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. 10.2.3 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 DocuSign Envelope ID: 686CE059-CAB2-4723-BAA6-FE0DC663FFA5DocuSign Envelope ID: F291FC79-2D73-4CB5-95E0-D6C5A88DE300 City Attorney Approved Version 6/12/18 4 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. BUSINESS LICENSE Contractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as may be amended from time-to-time. 12. ACCOUNTING RECORDS Contractor will maintain complete and accurate records with respect to costs incurred under this Agreement. All records will be clearly identifiable. Contractor will allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of records and any other documents created pursuant to this Agreement. Contractor will allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 13. OWNERSHIP OF DOCUMENTS All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this Agreement is the property of City. In the event this Agreement is terminated, all work product produced by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered at once to City. Contractor will have the right to make one (1) copy of the work product for Contractor’s records. 14. COPYRIGHTS Contractor agrees that all copyrights that arise from the services will be vested in City and Contractor relinquishes all claims to the copyrights in favor of City. 15. NOTICES The name of the persons who are authorized to give written notice or to receive written notice on behalf of City and on behalf of Contractor under this Agreement. For City For Contractor Name Kristina Ray Name Kristina Chartier Title Director Title Department Communication & Engagement Address 16319 E. Montrose Drive City of Carlsbad Fountain Hills, AZ 85268-2751 Address 1200 Carlsbad Village Drive Phone No. 858-692-0145 Carlsbad, CA 92008 Email Kristina.chartier@gmail.com Phone No. 760-434-2957 Each party will notify the other immediately of any changes of address that would require any notice or delivery to be directed to another address. DocuSign Envelope ID: 686CE059-CAB2-4723-BAA6-FE0DC663FFA5 Photographer DocuSign Envelope ID: F291FC79-2D73-4CB5-95E0-D6C5A88DE300 City Attorney Approved Version 6/12/18 5 16. CONFLICT OF INTEREST Contractor shall file a Conflict of Interest Statement with the City Clerk in accordance with the requirements of the City of Carlsbad Conflict of Interest Code. The Contractor shall report investments or interests in all categories. Yes No 17. GENERAL COMPLIANCE WITH LAWS Contractor will keep fully informed of federal, state and local laws and ordinances and regulations which in any manner affect those employed by Contractor, or in any way affect the performance of the Services by Contractor. Contractor will at all times observe and comply with these laws, ordinances, and regulations and will be responsible for the compliance of Contractor's services with all applicable laws, ordinances and regulations. Contractor will be aware of the requirements of the Immigration Reform and Control Act of 1986 and will comply with those requirements, including, but not limited to, verifying the eligibility for employment of all agents, employees, subcontractors and consultants whose services are required by this Agreement. 18. DISCRIMINATION AND HARASSMENT PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment. 19. DISPUTE RESOLUTION If a dispute should arise regarding the performance of the Services the following procedure will be used to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties. Representatives of Contractor or City will reduce such questions, and their respective views, to writing. A copy of such documented dispute will be forwarded to both parties involved along with recommended methods of resolution, which would be of benefit to both parties. The representative receiving the letter will reply to the letter along with a recommended method of resolution within ten (10) business days. If the resolution thus obtained is unsatisfactory to the aggrieved party, a letter outlining the disputes will be forwarded to the City Manager. The City Manager will consider the facts and solutions recommended by each party and may then opt to direct a solution to the problem. In such cases, the action of the City Manager will be binding upon the parties involved, although nothing in this procedure will prohibit the parties from seeking remedies available to them at law. 20. TERMINATION In the event of the Contractor's failure to prosecute, deliver, or perform the Services, City may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If City decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, City may terminate this Agreement upon written notice to Contractor. Upon notification of termination, Contractor has five (5) business days to deliver any documents owned by City and all work in progress to City address contained in this Agreement. City will make a determination of fact based upon the work product delivered to City and of the percentage of work that Contractor has performed which is usable and of worth to City in having the Agreement completed. Based upon that finding City will determine the final payment of the Agreement. Either party upon tendering thirty (30) days written notice to the other party may terminate this Agreement. In this event and upon request of City, Contractor will assemble the work product and put it in order for proper filing and closing and deliver it to City. Contractor will be paid for work performed to the termination date; however, the total will not exceed the lump sum fee payable x DocuSign Envelope ID: 686CE059-CAB2-4723-BAA6-FE0DC663FFA5 DocuSign Envelope ID: F291FC79-2D73-4CB5-95E0-D6C5A88DE300 □ □ City Attorney Approved Version 6/12/18 6 under this Agreement. City will make the final determination as to the portions of tasks completed and the compensation to be made. 21. COVENANTS AGAINST CONTINGENT FEES Contractor warrants that Contractor has not employed or retained any company or person, other than a bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making of this Agreement. For breach or violation of this warranty, City will have the right to annul this Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent fee. 22. 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. 23. JURISDICTION AND VENUE Any action at law or in equity brought by either of the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all provisions of law providing for a change of venue in these proceedings to any other county. 24. SUCCESSORS AND ASSIGNS It is mutually understood and agreed that this Agreement will be binding upon City and Contractor and their respective successors. Neither this Agreement nor any part of it nor any monies due or to become due under it may be assigned by Contractor without the prior consent of City, which shall not be unreasonably withheld. 25. ENTIRE AGREEMENT This Agreement, together with any other written document referred to or contemplated by it, along with the purchase order for this Agreement and its provisions, embody the entire Agreement and understanding between the parties relating to the subject matter of it. In case of conflict, the terms of the Agreement supersede the purchase order. Neither this Agreement nor any of its provisions may be amended, modified, waived or discharged except in a writing signed by both parties. DocuSign Envelope ID: 686CE059-CAB2-4723-BAA6-FE0DC663FFA5DocuSign Envelope ID: F291FC79-2D73-4CB5-95E0-D6C5A88DE300 City Attorney Approved Version 6/12/18 7 26. AUTHORITY The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Agreement. CONTRACTOR CITY OF CARLSBAD, a municipal corporation of the State of California By: By: KRISTINA CHARTIER Title: KRISTINA RAY Communication & Engagement Director 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, Secretary, President, or Assistant Secretary, Vice-President CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: CELIA A. BREWER, City Attorney BY: _____________________________ Assistant City Attorney DocuSign Envelope ID: 686CE059-CAB2-4723-BAA6-FE0DC663FFA5 Photographer DocuSign Envelope ID: F291FC79-2D73-4CB5-95E0-D6C5A88DE300 City Attorney Approved Version 6/12/18 8 EXHIBIT “A” SCOPE OF SERVICES Photography of places, events and people in the City of Carlsbad. Direct and shoot outdoor/indoor photos of city events, projects, city staff and volunteers throughout various city locations. 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 DocuSign Envelope ID: 686CE059-CAB2-4723-BAA6-FE0DC663FFA5DocuSign Envelope ID: F291FC79-2D73-4CB5-95E0-D6C5A88DE300 City Attorney Approved Version 6/12/18 9 Coordinate dates/times/locations with the city’s communication director, manger or communication coordinator Deliver via email to the communication & engagement 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 for contract: Not to exceed $35,000 Services shall be billed at: $300 per shoot (defined as a half hour to two (2) hour session in one (1) general location) $80 an hour for coordination of photo shoots, including securing locations, props and subjects Other considerations • Written work products must follow the City of Carlsbad writing style guidelines and be free from Contractor logos or other branding elements. • Contractor is responsible for alerting the city’s project manager in advance in writing of any out of scope requests before commencing work. • Contractor will provide invoices to the city in a format specified by the Communication & Engagement director. • Contractor must get approval in advance in writing from the Communication & Engagement director prior to disclosing information about this contract or Contractor activities on behalf of the city, including using this project for marketing purposes, case studies, professional association presentations and any other purpose. • Any creative/design products must conform of the City of Carlsbad brand guidelines. All work products must be provided in the following file formats: • Microsoft Word or Google Docs (for documents) • Microsoft Excel or Google Sheets (for spreadsheets) • Microsoft PowerPoint or Google Slides for presentations DocuSign Envelope ID: 686CE059-CAB2-4723-BAA6-FE0DC663FFA5DocuSign Envelope ID: F291FC79-2D73-4CB5-95E0-D6C5A88DE300 CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) 01/21/2022 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 be endorsed.If SUBROGATIONIS 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). PRODUCERHILL & USHER INS & SURETY/PHS 59302202 The Hartford Business Service Center 3600 Wiseman Blvd San Antonio, TX 78251 CONTACTNAME: PHONE (A/C, No, Ext): (866) 467-8730 FAX(A/C, No):(888) 443-6112 E-MAIL ADDRESS: INSURER(S) AFFORDING COVERAGE NAIC# INSURED Kristina Chartier DBA Kristina Chartier Photography 16319 E MONTROSE DR FOUNTAIN HILLS AZ 85268-2751 INSURER A : Hartford Underwriters Insurance Company 30104 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 THISCERTIFICATE 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. INSRLTR TYPE OF INSURANCE ADDLINSR SUBRWVD POLICY NUMBER POLICY EFF(MM/DD/YYYY)POLICY EXP(MM/DD/Y YYY)LIMITS A COMMERCIAL GENERAL LIABILITY X 59 SBU AK5BN5 02/16/2022 02/16/2023 EACH OCCURRENCE $2,000,000 CLAIMS-MADE X OCCUR DAMAGE TO RENTED PREMISES (Ea occurrence)$1,000,000 X General Liability MED EXP (Any one person)$10,000 PERSONAL & ADV INJURY $2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER:GENERAL AGGREGATE $4,000,000 X POLICY PRO-JECT LOC PRODUCTS - COMP/OP AGG $4,000,000 OTHER: A AUTOMOBILE LIABILITY 59 SBU AK5BN5 02/16/2022 02/16/2023 COMBINED SINGLE LIMIT (Ea accident)$2,000,000 ANY AUTO BODILY INJURY (Per person) ALL OWNEDAUTOS SCHEDULEDAUTOS BODILY INJURY (Per accident) X HIRED AUTOS X NON-OWNED AUTOS PROPERTY DAMAGE (Per accident) UMBRELLA LIAB EXCESS LIAB OCCUR CLAIMS- MADE EACH OCCURRENCE AGGREGATE DED RETENTION $ WORKERS COMPENSATIONAND EMPLOYERS' LIABILITYANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below N/ A PERSTATUTE OTH-ER Y/N E.L. EACH ACCIDENT E.L. DISEASE -EA EMPLOYEE E.L. DISEASE - POLICY LIMIT A Professional Liability 59 SBU AK5BN5 02/16/2022 02/16/2023 Each Claim Limit Aggregate Limit $1,000,000 $1,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Those usual to the Insured's Operations. The Business Liability Coverage Part includes a Blanket Additional Insured By Contract Endorsement, Form SL 30 32. CERTIFICATE HOLDER CANCELLATIONCity of Carlsbad, its officials, employees and volunteers 1635 FARADAY AVE CARLSBAD CA 92008-7314 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVEREDIN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE © 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03)The ACORD name and logo are registered marks of ACORD DocuSign Envelope ID: F291FC79-2D73-4CB5-95E0-D6C5A88DE300 ~ C>R b"" ~· I -~ □ - ~ □ □ ~ ~ - L--1--- L--1--- -7 I I I I l [ WLTR005 THE HARTFORD BUSINESS SERVICE CENTER 3600 WISEMAN BLVDSAN ANTONIO TX 78251 January 21, 2022 City of Carlsbad, its officials,employees and volunteers1635 FARADAY AVECARLSBAD CA 92008-7314 Account Information: Policy Holder Details :Kristina Chartier DBA Kristina Chartier Photography Contact Us Business Service Center Business Hours: Monday - Friday (7AM - 7PM Central Standard Time) Phone:(866) 467-8730 Fax:(888) 443-6112 Email:agency.services@thehartford.com Website:https://business.thehartford.com Enclosed please find a Certificate Of Insurance for the above referenced Policyholder. Please contact us if you have anyquestions or concerns. Sincerely, Your Hartford Service Team DocuSign Envelope ID: F291FC79-2D73-4CB5-95E0-D6C5A88DE300 THE~ HARTFORD DocuSign Envelope ID: F291FC79-2D73-4CB5-95E0-D6C5A88DE300 CERTIFICATE OF EXEMPTION (out-of-state contractors) WORKERS' COMPENSATION/ EMPLOYERS' LIABILITY INSURANCE I. &i&b~ er 'am the ~umir of t/ [insTrtname] [title] (\~Sina. Ctia~erPIJKit~h'Lby certffy that &wm C'JrJAty Udtf '11' j [name of company] [name of company] has no employees working in California and is not required by law to maintain California workers' compensation o, employe,'s liabmty insurance.,Kti$ 1')0-, CfoiilelPfri~~ J [name of company or corpo= 1 and its employees are covered by 1J; I( ~ U~h.er workers' compensation [ insert state] insurance. All work will be done in _ __J.{t:....J._.LZ.-ee:: _____ . Should _____ _ [insert state] then workers' compensation and employer's liability insurance will be obtained. Executed on this l day of~ 20~. at ~5.L...F-P..:...1• trl.!.-1;;:... _____ _ [Title and name of company)