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HomeMy WebLinkAboutAthena Video Productions Inc; 2017-05-11;AGREEMENT FOR VIDEO PRODUCTION SERVICES BETWEEN CITY OF CARLSBAD AND ATHENA VIDEO PRODUCTIONS, INC. RECITALS day of municipal City requires the professional services of a video production company that is experienced in pre-production, writing, producing, directing, lighting, audio recording, shooting and editing videos. 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 two 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 thirty-five thousand dollars ($35,000.00) per agreement year and shall be billed at the rate of: Pre-Production Production Full Day Production Half Day Post-Production Music Encoding $85-125/hour $1850/day $1 ,000/half day $125/hour $75/per track $25/per video 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 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. 106A apply, the Contractor hereby waives and appoints City to assert on the Contractor's behalf the Contractor's moral rights or any equivalent rights regarding the form or extent of any alteration to the Work (including, without limitation, removal or destruction) or the making of any derivative works based on the Work, including, without limitation, photographs, drawings or other visual reproductions or the Work, in any medium, for City purposes. 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 limitation, reasonable attorneys' fees, as provided herein, arising out of any claim that the City Attorney Approved Version 6-2015 Contractor's Works, products, services and/or deliverables, or any part of them, infringes upon or otherwise violates any copyright, trade secret, trademark, service mark, patent, invention, proprietary information, or other rights of any third party, or that City's use of them otherwise violates this Section [collectively referred to for purposes of this Section as "Infringement Claims(s)"], by paying all amounts that a court finally awards or that Contractor agrees to in settlement of such Infringement Claim(s), as well as any and all expenses or charges arising from such Infringement Claim(s), including reasonable attorneys' fees, as they are incurred by City or any other party indemnified under this Section. City also agrees that, if the use or operation of the Contractor's Works, products, services and/or deliverables, or any part of them, becomes, or in Contractor's opinion is likely to become, the subject of an Infringement Claim(s), City will permit Contractor, at Contractor's option and expense for all associated costs, either to procure the right for City to continue to use Contractor's Works, products, services and/or deliverables, or part thereof, or to replace or modify them with another item of comparable quality and performance capabilities to become non-infringing, provided such replacement or modification does not cause the product, services and/or deliverables, or any part thereof, to fail to comply with any of the requirements of this Agreement, including but not limited to, all functionality, technical specifications and performance warranties. In the event City's ongoing use of Contractor's Work's, products, services and/or deliverables, or any part of them, is the subject of any act by a third party arising from an Infringement Claim that would preclude or impair City's use of Contractor's Works, products, services and/or deliverables (e.g., injunctive relief), or if City's continued use of them may subject it to punitive damages or statutory penalties, City shall give written notice to Contractor of such fact(s). Upon notice of such facts, Contractor shall procure the right for City to continue to use the Works, products, services and/or deliverables, or part thereof, or replace or modify the Works, products, services and/or deliverables of comparable quality and performance capabilities to become non-infringing. If Contractor fails to complete the remedial acts set forth above within forty-five (45) calendar days of the date of the written notice from City, City shall have the right to take such remedial acts it determines to be reasonable to mitigate any impairment of its use of Contractor's Works, products, services and/or deliverables or damages (hereafter referred to as "City's Remedial Acts"). Contractor shall indemnify City for all amounts paid and direct and indirect costs associated with City's Remedial Acts. Failure by Contractor to pay such amounts within ten (10) calendar days of invoice by City shall, in addition to and cumulative to all other remedies, entitle City to immediately withhold payments due Contractor under this Agreement up to the amount paid in connection with City's Remedial Acts. 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 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. 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. City Attorney Approved Version 6-2015 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 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 City Attorney Approved Version 6-2015 of tasks completed and the compensation to be made. 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. Ill Ill Ill Ill City Attorney Approved Version 6-2015 CONTRACTOR (Sign here) Suzanne Weast, President (Print name/title) suzy@athenavideo.com (e-mail address) **By: )2~ ~ (Sign here) Robert Weast, Secretary (Print name/Title) bob@athenavideo.com (e-mail address) CITY OF CARLSBAD, a municipal corporation of the State of California By: Ci~r ATTEST: \_bhQM.o.t27fJc_ffZ~ ~n BARBARA ENGLESON U ~ '- City Clerk 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: By:__,..c:;_--.F<b:-...:::._-=--==----- SI-· City Attorney Approved Version 6-2015 EXHIBIT A SCOPE OF SERVICES Contractor shall provide video production services to include videography, editing, lighting, graphic design, writing and pre-production support related to City video productions, the City government channel and website. Communications Department will provide Contractor with detailed instructions to achieve end results to include direction on scheduling, videography, editing, lighting, graphic design, writing and pre-production. Contractor will provide video archival support on an as needed basis. Contractor is responsible for providing all of its own editing and camera equipment as needed for the various assigned projects. On occasion and depending on the specific project, Contractor may use and operate city equipment on an as-needed basis. Contractor warrants that if he/she uses city provided equipment that he/she will only use city equipment in which he/she is proficient in the proper use and functions. Contractor shall immediately notify the city's video production manager or designee if any piece of City equipment that he/she is using is damaged, becomes non-functional, or is not functioning in a proper manner. Services under this contract are non-exclusive and that if Contractor is unavailable for a given project; the City reserves the right to choose an alternate contractor to provide described service. The total fee payable for the Services to be performed shall not exceed thirty-five thousand dollars ($35,000.00) per agreement year and shall be billed at the rate of: Pre-Production Production Full Day Production Half Day Post-Production Music Encoding Other considerations: $85-125/hour $1850/day $1 ,000/half day $125/hour $75/per track $25/per video • All works submitted to and accepted by the City must be original material written 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 is available on request. • All works must be submitted in Microsoft Word format. The work should appear in a non- bolded Calibri, 12 point font. • All works must be written in AP style format • 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 Addendum "B" for video format and acquisition specifications. 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 9 Exhibit B Video Fonnat, Style and Technical Specifications Final Output for Distribution City Television Channel Master ~deo ~ity Television Channel Master Frame Size l20x480 1080p29.97 or 720p59.94 Aspect Ratio 4:3, .9 pixel 16:9 aspect ratio square pixels Codec MPEG-2 H.264 Bitrate 4-15 Mbps 8Mbps l=ield Order Lower Progressive Notes Letterbox or center-cut widescreen PGMs. Do NOT deliver anamorphic. Observe safe title areas & ~roadcast safe levels. ~udio City Television Channel Master Codec MPEG-1 (layer 1,11, or Ill) or AAC MPEG-2 Bitrate 192 kbps or better 192 kbps or better Sample Rate 48 kHz, 16-bit stereo 48 kHz, 16-bit stereo Video Acquisition and Shooting Style • 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 generally be no longer than five to seven seconds • Use sufficient light and white balance to ensure the subject is properly exposed • 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 City Attorney Approved Version 6-2015 10 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 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 properiy named. Please Exhibit C for more details on file naming. City Attorney Approved Version 6-2015 11 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. a me G X Prepped .. GFX Source ov " DRS T WO K 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 City Attorney Approved Version 6-2015 12 named. Keep the name as brief as possible to make it easier to identify clips in editing. Projects will not be considered complete until clips are labeled using these file naming conventions. Name of shoot Name of the project: Crosswalk Safety Event Subject of the shoot: School crossing guard interview and b-roil Location Calavera Elementary School Date Date/dates of shoots in notes Description of video Examples: in time code order 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: 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 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 = TO 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 13