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HomeMy WebLinkAboutSebaz Video Productions; 2023-06-30; City Attorney Approved Version 4/24/2023 AGREEMENT FOR VIDEO PRODUCTION SERVICES SEBAZ VIDEO PRODUCTIONS, INC. THIS AGREEMENT is made and entered into as of the ______________ day of ___________________, 20___, by and between the City of Carlsbad, California, a municipal corporation, ("City"), and Sebaz Video Productions, a S corporation, ("Contractor”). RECITALS City requires the professional services of a video production professional that is experienced in videography, editing, lighting, graphic design, audio, writing and technical and pre- production support related to city video productions. 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 one year from the date first above written. 3. COMPENSATION The total fee payable for the Services to be performed shall not exceed ten thousand dollars ($10,000.00). 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 (10%) retention until City has accepted the work and/or the Services specified in Exhibit “A.” 4. STATUS OF CONTRACTOR Contractor will perform the Services as an independent contractor and in pursuit of Contractor’s independent calling, and not as an employee of City. Contractor will be under the control of City only as to the results to be accomplished. 5. 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. 6. 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. The parties agree that this is DocuSign Envelope ID: 62F66BE2-5F8C-4197-93D3-4CBE75A6A9F7 23June 30th City Attorney Approved Version 4/24/2023 a 'work for hire' business arrangement under the United States Copyright Act of 1976 [17 USC §§101, et. seq.] and any other applicable law. 7. 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. 8. INSURANCE Contractor will obtain and maintain policies of commercial general liability insurance, automobile liability insurance, a combined policy of workers' compensation, employers liability insurance, and professional liability insurance from an insurance company authorized to transact the business of insurance in the State of California which has a current 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, in an amount of not less than one million dollars ($1,000,000) each, unless otherwise authorized and approved by the Risk Manager or the City Manager. Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims- made coverage. The insurance will be in force during the life of this Agreement and will not be canceled without thirty (30) days prior written notice to the City by certified mail. City will be named as an additional insured on General Liability which shall provide primary coverage to the City. The full limits available to the named insured shall also be available and applicable to the City as an additional insured. Contractor will furnish certificates of insurance to the Contract Department, with endorsements to City prior to City’s execution of this Agreement. 9. 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 Holly Angeles Gonzales Name Sebastian Sidi Title Public Information Officer Title Owner Department Fire Address 28829 Cloverdale Circle City of Carlsbad Menifee, CA 92584 Address 2560 Orion Way Phone No. 562-544-7774 Carlsbad, CA 92010 Email SebazProductions@outlook.com Phone No. 760-457-1215 DocuSign Envelope ID: 62F66BE2-5F8C-4197-93D3-4CBE75A6A9F7 City Attorney Approved Version 4/24/2023 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. 10. 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 as required in the City of Carlsbad Conflict of Interest Code. Yes No If yes, list the contact information below for all individuals required to file: Name Email Phone Number 11. 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. 12. TERMINATION City or Contractor may terminate this Agreement at any time after a discussion, and written notice to the other party. City will pay Contractor's costs for services delivered up to the time of termination, if the services have been delivered in accordance with the Agreement. 13. CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees it may be subject to civil penalties for the filing of false claims as set forth in the California False Claims Act, Government Code sections 12650, et seq., and Carlsbad Municipal Code Sections 3.32.025, et seq. Contractor further acknowledges that debarment by another jurisdiction is grounds for the City of Carlsbad to terminate this Agreement. 14. JURISDICTIONS AND VENUE 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. 15. 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. 16. 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. DocuSign Envelope ID: 62F66BE2-5F8C-4197-93D3-4CBE75A6A9F7 □ ~ City Attorney Approved Version 4/24/2023 17. 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: (sign here) MICHAEL CALDERWOOD Fire Chief Sebastian Sidi, Owner (print name/title) ATTEST: By: (sign here) SHERRY FREISINGER 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: CINDIE K. McMAHON, City Attorney By: Deputy / Assistant City Attorney DocuSign Envelope ID: 62F66BE2-5F8C-4197-93D3-4CBE75A6A9F7 City Attorney Approved Version 4/24/2023 EXHIBIT “A” SCOPE OF SERVICES Sebaz Video Productions, Inc. will produce a series of training videos for the City of Carlsbad Fire Department. The Contractor will meet Fire Department staff on site at a location to be determined in Carlsbad to shoot multiple videos approximately five minutes in length. The videos will provide education and training to local restaurant owners, managers, and staff. The videos will feature Carlsbad fire inspectors discussing commercial kitchen equipment, fire protection systems, unsafe conditions, and appropriate fire prevention and response actions. Contractor will provide all its own editing and camera equipment as needed for the training videos. Final production will include video editing, voiceovers, information slides, royalty free music, captions, and unlimited revisions. FEES ITEM NO. DESCRIPTION PRICE 1 Four Training Videos $5,400.00 2 As-Needed Services - Requires Pre-approval From City • Daily Filming Rates: o Under eight hours o Over eight hours o Minimum charge covering first two hours followed by hourly rate • Editing Rate $185.00/hour $165.00/hour $400.00 $150.00/hour Total Agreement amount shall not exceed ten thousand dollars ($10,000.00) DocuSign Envelope ID: 62F66BE2-5F8C-4197-93D3-4CBE75A6A9F7 INSURER(S) AFFORDING COVERAGE NAIC # INSURER F : INSURER E : INSURER D : NAME:CONTACT INSURER C : INSURER B : (A/C, No):FAX E-MAILADDRESS: CUSTOMER ID:PRODUCER PRODUCER (A/C, No, Ext):PHONE INSURED INSURER A : The ACORD name and logo are registered marks of ACORD 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. LOCATION OF PREMISES / DESCRIPTION OF PROPERTY (Attach ACORD 101, Additional Remarks Schedule, if more space is required) REVISION NUMBER:CERTIFICATE 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. COVERAGES $$ $BOILER & MACHINERY / EQUIPMENT BREAKDOWN $ $ $ TYPE OF POLICY CRIME POLICY NUMBER $ $ $ $ NAMED PERILS CAUSES OF LOSS TYPE OF POLICYINLAND MARINE $ RENTAL VALUE CONTENTS BUILDING DEDUCTIBLES WIND $ $ $ $ $ $ $ $ $ BLANKET BLDG & PP BLANKET PERS PROP BLANKET BUILDING EXTRA EXPENSE BUSINESS INCOME PERSONAL PROPERTY BUILDING FLOOD EARTHQUAKE SPECIAL BROAD BASIC CAUSES OF LOSS PROPERTY POLICY EXPIRATION DATE (MM/DD/YYYY) POLICY EFFECTIVEDATE (MM/DD/YYYY)INSR LTR LIMITSCOVERED PROPERTYPOLICY NUMBERTYPE OF INSURANCE $$ $ SPECIAL CONDITIONS / OTHER COVERAGES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) © 1995-2015 ACORD CORPORATION. All rights reserved. ACORD 24 (2016/03) AUTHORIZED REPRESENTATIVE SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. CANCELLATION CERTIFICATE OF PROPERTY INSURANCE DATE (MM/DD/YYYY) CERTIFICATE HOLDER 844-357-0403Hiscox Inc. d/b/a/ Hiscox Insurance Agency in CA 5 Concourse Parkway Suite 2150 Atlanta GA, 30328 City of Carlsbad Fire Department 2560 Orion Way, Carlsbad, California 92010 “The City of Carlsbad, its officers, employees and volunteers are named as additional insured with respects to General Liability.” P100.398.762.6 A Hiscox Insurance Company Inc.10200 Sebaz Video Productions 28829 Cloverdale Circle Menifee, CA 92584 X X $ 500 07/17/2023 07/17/2024 $ 50,000X X X contact@hiscox.com 06/26/2023 28829 Cloverdale Circle, Menifee, CA 92584 DocuSign Envelope ID: 62F66BE2-5F8C-4197-93D3-4CBE75A6A9F7 ACORD® I ~ I u ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ u ~ ~ SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES 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). 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. OTHER: (Per accident) (Ea accident) $ $ N / A SUBRWVDADDLINSD THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIODINDICATED. 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. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS AUTOSAUTOSNON-OWNEDHIRED AUTOS SCHEDULEDALL OWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATIONAND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED?(Mandatory in NH) DESCRIPTION OF OPERATIONS belowIf yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCE DAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD MTTU Hiscox Inc. d/b/a/ Hiscox Insurance Agency in CA 5 Concourse Parkway Suite 2150 Atlanta GA, 30328 (888) 202-3007 contact@hiscox.com Hiscox Insurance Company Inc 10200 Sebaz Video Productions 28829 Cloverdale Circle Menifee, CA 92584 City of Carlsbad Fire Department 2560 Orion Way, Carlsbad, California 92010 “The City of Carlsbad, its officers, employees and volunteers are named as additional insured with respects to General Liability.” 07/17/202407/17/2023P100.398.762.6Y CGL is on BOP Form X A X X X 1,000,000 0 5,000 0 2,000,000 2,000,000 06/26/2023 DocuSign Envelope ID: 62F66BE2-5F8C-4197-93D3-4CBE75A6A9F7 ACORD® I ~ I -~ □ - - =7 □ □ - -- -~ -~ -H I I I I I □ I Hiscox Insurance Company Inc. Endorsement 41 NAMED INSURED: Sebaz Video Productions Additional Insured Endorsement (Scheduled Managers or Lessors of Premises)Page 1 of 2 BOP-GL E5014 CW (11/19) Includes copyrighted material of Insurance Services Office, Inc. with its permission In consideration of the premium charged, and on the understanding this endorsement leaves all other terms, conditions, and exclusions unchanged, it is agreed the General Liability Coverage Part is amended as follows: SCHEDULE Designation of Premises:1 Name of Person(s) or Organization(s):City of Carlsbad Fire Department 2560 Orion Way Carlsbad, CA 92010 I.The following is added to the end of Section III. Who is an insured: AI-A.Additional insureds The person(s) or organization(s) listed in the Schedule above are insureds, but only with respect liability arising out of the ownership, maintenance, or use of that part of the premises leased to you and listed in the Schedule above. However: 1.the insurance afforded to such additional insured only applies to the extent permitted by law; 2.if coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured; and 3.there is no coverage for such additional insureds for any structural alterations, new construction, or demolition operations performed by or for the additional insured. A person or organization’s status as an additional insured under this section AI-A ends when you cease to be a tenant in the premises listed in the Schedule above. II.Solely with respect to the coverage provided by this endorsement, the following is added to the end of Section IV. Limits of liability, D. Medical payments limit: However, if coverage provided to an additional insured is required by a contract or agreement, the most we will pay on behalf of such additional insured is the amount of insurance: 1.required by the contract or agreement; or 2.available under the Medical Payments limit identified in the Declarations, whichever is less. III.The coverage provided by this endorsement does not increase the Medical Payments limit identified in the Declarations. DocuSign Envelope ID: 62F66BE2-5F8C-4197-93D3-4CBE75A6A9F7 ~'~ HISCOX encourage courage· Hiscox Insurance Company Inc. Endorsement 41 NAMED INSURED: Sebaz Video Productions Additional Insured Endorsement (Scheduled Managers or Lessors of Premises)Page 2 of 2 BOP-GL E5014 CW (11/19) Includes copyrighted material of Insurance Services Office, Inc. with its permission Endorsement Effective:June 26, 2023 Policy No.:P100.398.762.5 By: Kevin Kerridge (Appointed Representative) DocuSign Envelope ID: 62F66BE2-5F8C-4197-93D3-4CBE75A6A9F7 ~'~ HISCOX encourage courage· CERTIFICATE OF EXEMPTION WORKERS’ COMPENSATION/EMPLOYERS’ LIABILITY INSURANCE I, , am the [insert name] [title] of . I hereby certify that [name of company] [name of company] has no employees and is not required by law to maintain workers’ compensation or employers’ liability insurance. Should employ any person [name of company] during the term of the Agreement with the City of Carlsbad for , [description of project or work that is being contracted] then workers’ compensation and employers’ liability insurance will be obtained. [Name] [Title and name of company or corporation] Sebastian SidiOwner Sebaz Video Productions IncSebaz Video Productions Inc Sebaz Video Productions Inc Videography Services Sebastian Sidi CEO - Sebaz Video Productions Inc DocuSign Envelope ID: 62F66BE2-5F8C-4197-93D3-4CBE75A6A9F7 ~rs 'vW1s""11 s