HomeMy WebLinkAboutDeanne Goodman; 2014-06-25;AGREEMENT FOR COMMUNICATION SERVICES
BETWEEN CITY OF CARLSBAD AND
DEANNE GOODMAN, A SOLE PROPRIETOR
THIS AGREEMENT is made and entered into as of the t^S"^ day of
•J'ur\C^ 2014, by and between the CITY OF CARLSBAD, a municipal
corporation, ("City"), and Deanne Goodman, a sole proprietor ("Contractor").
RECITALS
City requires the professional services of a public outreach consultant experienced in providing
public infonnation and producing videos about city issues, programs and sen/ices. Contractor
has the necessary experience in providing these professional services, has submitted a
proposal to City and has affirmed its willingness and ability to perfonn 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 sen/ices (the "Services") that are defined in Exhibit "A", attached and incorporated by this
reference in accordance with the tenns and conditions set forth in this Agreement.
2. Term. This Agreement will be effective for a period of one (1) year from the date first
above written. The Agreement may be extended for two (2) additional one (1)-year terms with
the consent of both parties. The parties will prepare a written amendment indicating the effective
date and length of the extended Agreement.
3. Compensation. The total fee payable for the Services to be performed shall not exceed
twenty five-thousand dollars ($25,000) per agreement year and shall be billed at a rate of
seventy-five dollars an hour ($75/hr).
No other compensation for the Sen/ices will be allowed except for items covered by subsequent
amendments to this Agreement. City resen/es 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.
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
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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 Sen/ices 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 \NoTk, 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 Woric 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
Contractor's Worics, products, services and/or deliverables, or any part of them, infringes upon
or othenvise violates any copyright, trade secret, trademark, service mark, patent, invention,
proprietary infonnation, or other rights of any third party, or that City's use of them othenvise
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
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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 ofthe Contractor's Worics, 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 Worics, 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 Woric'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 Wori<s, 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 Worics, products, sen/ices 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 impainnent 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, attomey's fee, costs or expense City
incurs or makes to or on behalf of an injured employee under the City's self-administered
woricers' compensation is included as a loss, expense or cost for the purposes of this section,
and that this section will sun/ive the expiration or early termination of this Agreement.
9. Insurance. Contractor will obtain and maintain policies of commercial general liability
insurance, automobile liability insurance, a combined policy of wori<ers' compensation,
employers liability insurance, and professional liability insurance from an insurance company
authorized to transact the business of insurance in the State of Califomia which has a cun-ent
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rating in the Best's Key Rating guide of at least A-:V in an amount of not less than one million
dollars ($1,000,000) for each policy, unless othenvise authorized and approved by the City
Attomey or the City Manager. Notwithstanding, Wori<ers' Compensation and employers liability
insurance limits shall not be less than the amount required by the Califomia Labor Code.
Workers' Compensation will not be required if Contractor has no employees and provides, to
City's satisfaction, a declaration stating this. Contractor will obtain occun-ence 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 and Automobile liability. Contractor will furnish certificates of insurance to the Contract
Department, with endorsements to City prior to City's execution of this Agreement.
10. 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 detennined that disclosure is required. Contractor or Contractor's employees, agents, or
subcontractors will complete and file with the City Cleric those schedules specified by City and
contained in the Statement of Economic Interests Fonn 700.
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 Carisbad Business License for the term of this Agreement.
12. 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 tennination. If City decides to abandon or indefinitely
postpone the work or sen/ices contemplated by this Agreement, City may tenninate this
Agreement upon written notice to Contractor. Upon notification of tennination. 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 perfonned
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
woric 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 detemiination as to the portions
of tasks completed and the compensation to be made.
13. 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
Govemment 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 infonnation 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 attomey's
City Attomey Approved Version 1.2014
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 woric 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.
14. 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
Sfate 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.
17. 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 behveen 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.
18. 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
*By:
ignhere^^^'^
(e-mail address)
CITY OF CARLSBAD, a municipal
corporation of the State of California
(Print name/title)
Aefe'ftv^e- (KQQil^^ '^'^'^
(e-mail address)
By:
City Monagor or Mayof
Kristina Ray, Communications Manager
ATTEST:
'By:
(Sign here)
(Print name/title)
BARBARA ENGLESON
City Clerk
city Attomey Approved Version 1.2014
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.
Ghaimian, 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, CityAttomey
city Attomey Approved Version 1.2014
EXHIBIT "A"
SCOPE OF SERVICES
Provide public outreach services as needed to Implement city communication
functions, including:
• Public information for city issues, events, projects and services
• Coordination of public outreach and involvement activities to promote
awareness of and involvement in city programs, events, issues and services
• Production of city informational materials
• Coordination and promotion of special events and public meetings
• Writing news releases, articles, website content, fact sheets and informational
descriptions of city issues, events, projects and services
Contractor shall provide video production services to include producing, directing,
writing, researching, scripting, voicing, coordination, logging/transcription support
related to city video productions, the city government channel and website.
These tasks will be directed by the communications manager and/or community
relations manager.
Communications Department will provide Contractor with detailed instructions to
achieve end results. Contractor will provide video archival support on an as needed
basis. Contractor is responsible for providing all of her own equipment as needed for the
various assigned projects. On occasion and depending on the specific project.
Contractor may use city equipment on an as-needed basis. Contractor warrants that if
she uses city provided equipment that she will only use city equipment in which she Is
proficient in the proper use and functions. Contractor shall immediately notify the city's
community relations manager, video production manager or designee if any piece of city
equipment that she is using is damaged, becomes non-functional or is not functioning in
a proper manner.
Services under this contract are non-exclusive and if Contractor is unavailable for a
given project, the city reserves the right to choose an alternate contractor to provide
described service.
Other considerations:
• All works submitted to and accepted by the city must be original material created
by the Contractor.
• All works submitted by the Contractor must be In standard U.S. English and
adhere to the City of Carlsbad Writing Style Guide. A copy of this guide will be
provided.
• All written works must be submitted In Microsoft Word format. The work should
appear in a non-bolded Calibri, 12 point font.
City Attomey Approved Version 1.2014
• 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 "A" and Addendum "B" for video format, acquisition
specifications and file naming conventions.
The city reserves the right to use all submitted worics in perpetuity and in all current
and/or future forms of current media and/or media to be developed.
City Attomey Approved Version 1.2014
Video Format
Specifications
<^r^ CITY OF
^ CARLSBAD
DISTRIBUTION CITY TELEVISION
CHANNEL
YOUTUBE/
i Pressroom
CITY
INTRANET
(upon request)
CiTY
WEBSITE
(upon request)
CITY
ARCHIVE
FORMAT MPEG-2-
.mpg, .mpeg
QuickTime -
.mov
Windows Media -
.wmv
Windows Media -
.wmv
QuickTime -
.mov
FPS 29.97 30 30 30 29.97
Video
FRAME SIZE 720x480 854X480,
640x480
640x360, 480x360 320x180, 320x240 720x480
ASPECT RATIO 4:3, .9 pixel
aspect ratio
4:3 or 16:9
square pixels
Same as source,
square pixels
Same as source,
square pixels
16:9,1.2 pixel
aspect ratio
CODEC MPEG-2 Photo JPEG Windows Media 9 Windows Media 9 NTSC DV
BITRATE 4-15 Mbps quality medium VBR, quality 90 265 kbps, quality 50 25 Mbps
FIELD ORDER Lower Progressive Progressive Progressive Lower
notes Letterbox or
center-cut
widescreen
PGMs.
Do NOT deliver
anamorphic.
Observe safe
title areas &
broadcast safe
levels.
Unless obstructing
important visual
elements, use the
white City of
Carlsbad logo as a
watermark in upper
left corner - 55
pixels high to top
edge at 50 percent
opacity.
Buffer delay 3 sec Buffer delay 1 sec
Total bitrate
with audio
275 kbps
Audio
CODEC MPEG-1 (layer
1,11, or III) or
MPEG-2
AAC Windows Media 9 Windows Media 9 Linear PCM
Uncompressed
BITRATE 192 kbps or
better
128 kbps or better 96 kbps 10 kbps default
SAMPLE RATE 48 kHz, 16-bit
stereo
48 kHz, 16-bit
stereo
48 kHz, 16-bit
stereo
11 kHz mono 48 kHz, 16-bit
stereo
notes Buffer delay 3 sec Buffer delay 1 sec
Video Format Specifications
Page lof 3 Jan. 2014
City of Carlsbad
Video Format Specifications ADDENDUIVIA
Video Acquisition
Acquire all video using best practices, use a tripod for interviews and b-roll as conditions permit
or as script requires. All b-roll should have audio. Shots should have sufficient pad at the begin-
ning and end for editing and archiving purposes. Pans, tilts or zooms should be no longer than
five to seven seconds. Use sufficient light, white balance and be sure the subject is properly ex-
posed. When choosing between subject and background, expose forthe subject.
Shots should be well-composed, natural, depicting lifestyle with a focus on people. Subjects
should look professional and interesting. Camera movements should be smooth, steady, dynam-
ic, flowing and intentional.
Use proper microphones when interviewing talent (i.e. lavaliere with windscreen properly
placed), no cables visible (handheld or shotgun microphone should be out of frame, lavaliere
microphone and cable should not be visible). Framing should vary between MS and CU during
interviews to allow for cutting between answers. Provide proper headroom and look space for
interviews (i.e. screen right/screen left). Do not place interview subjects in the center ofthe
screen. There should be enough room during a close-up to allow space for a lower third. Gath-
er establishing shots and ample cutaways to support interviews and narration. When acquiring
video footage please use the following standards:
1. Video files to be acquired in 16:9 ws
2. Primary format HD - (1.1080p30, 2. 720p30, or 3.1080160 ingested 29.97 FPS)
3. Secondary format SD - (1. 480p 29.97fps, 2. 4801 29.97fps)
Editing
Please edit projects in standard definition - this will make it easier to export and archive the
project. All Carlsbad pre-produced elements are in DV which is a standard definition size.
Please do not create HD projects or edit in HD without prior approval.
Deliverables
Finished programs are to be delivered in the following formats. Standard definition digital video
files with 15 frames of black at the head and tail:
1. Archive: QuickTime (DV)
2. YouTube & iPressroom (newsroom) QuickTime (photo-JPEG) with white watermark
3. Channel files: (MPEG-2)
4. Streaming server: (WMV)
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 of script reconciled to the final program.
2. All physical and digital media source files (captured video media, narration, graphics,
music, animations and any other elements created forthe project). Digital media source
files are to be delivered at the completion ofthe program via hard drive, DVD (data
discs) or DVCAM or HDV tape (time code needs to match digital files). All video files must
be named according to project, shot description and type of shot (i.e. Crosswalk Safety -
guard crosses with child - MS). Please Addendum B for more details on file naming.
^^^-Sl^Naming Conventions <^>c.Tvof ~^ CARLSBAD
ADDENDUM B
The City of Carlsbad video footage library contains thousands of clips. 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.
Naming Tape/Cards
All tapes and cards are entered into a cataloging system. Please make sure the following
information is listed on all media.
Tape X of X Number of tapes/cards shot for the project, i.e. tape/card 1 of 2 and so on (in
notes)
Naming clips
Every shoot has a name that closely conforms to the project name. Examples have been
provided below to show the relationship between the project name, location and how files are
named. Keep the name as brief as possible to make it easier to identify clips in editing.
Name of Shoot Name of the project: "Crosswalk Safety"
Event Subject of the shoot: School crossing guard interview and b-roll
Location Location of the shoot: Calavera Elementary School
Date Date the footage was shot (in notes)
Description of video
in time code order For example, kids cross street, car speeds by, crossing guard
interview (for interviews, please include the name and proper
spelling in the clip and on the outside ofthe case). Also include
their title if any.
Videographer Who shot the footage, last name will suffice (in notes)
Additional Notes: Please note any additional shots that do not pertain to the project,
but were acquired while on the shoot. For example, trail with
flowers in bloom
Please keep the names of clips as short and detailed as possible in this order.
Naming Order: Project Prefix - Description of Action, ANGLE
Example: Crosswalk Safety - guard crosses with kids MS
The project prefix can also be the location ofthe shoot. For example, if you're recording B-Roll
of airplanes at the airport, "Airport - jet takes off MS" would be the file name.
If the name ofthe project is "Crosswalk Safety," then there's no need to include any mention of
crosswalks unless it's considered important for the specific clip. You can also refer to the
City of Carisbad
Video Naming Conventions
Page 2 of 2
Crossing Guard simply as 'guard' because it's included in the project prefix. This will help limit
the overall length of a name of a clip.
If there are multiple takes of a same action, signify the difference by adding a number to the
end. For example: Crosswalk Safety-guard crosses with kids 2 MS
These are the only three angles used in identifying angles when naming clips:
WS = Wide Shot
MS = Medium Shot
CU = Close Up
Additional descriptors;
Rack Focus = RF
Over the Shoulder = OTS
Panning Right = PR
Panning Left = PL
Tilt Up = TU
Tilt Down = TD
Push In/Zoom In = Zl
Pull Out/Zoom Out = ZO
Interview = INTVW
People = ppl
Camera = cam
With = w
interior = INT.
Exterior = EXT.
Foreground = FG
Background = BG