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HomeMy WebLinkAboutGear 6 Productions LLC; 2014-09-04;AGREEMENT FOR VIDEO PRODUCTION SERVICES BETWEEN CITY OF CARLSBAD AND GEAR 6 PRODUCTIONS, LLC THIS AGREEMENT is made and entered into as of the ^^"^ day of Scrftt^^C^ . 2014, by and between the CITY OF CARLSBAD, a municipal corp3ation, ("City"), and GEAR 6 PRODUCTIONS, an LLC in the State of California, ("Contractor"). RECITALS City requires the professional services of a professional video production company experienced in producing videos about city issues, programs and services. 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 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 (1) year from the date first above written. The Agreement may be extended for two (2) additional one (l)-year terms with the consent of both parties. The parties will prepare a written amendment indicating the effective date and length ofthe extended Agreement. 3. Comoensation. 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 as follows: • Producer/Director - $695 Full day (10 hours)/ $495 half day(5 hours) • Videographer - with equipment $1045 full day (10 hours)/$500/half day (5 hours) • Writing - $75/hr • Graphics - $50/hr • Editing-$125/hr 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. The payment made to Contractor pursuant to the Agreement will be the full and complete City Attomey Approved Version 1.2014 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 (collecfively ''Work(s)") prepared by Contractor in the performance of this Agreement shall be the property of City from the moment of their preparafion, 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 wrifing. 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 aii 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 worid. Ifthe 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 behaif 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 destrucfion) 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 Propertv 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 Works, products, services and/or deliverables, or any part of them, infringes upon City Attorney Approved Version 1.2014 or othenwise 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 ofthis 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, ifthe use or operation ofthe 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 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 eariy termination of this Agreement. City Attorney Approved Version 1.2014 9. 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 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 othenA/ise authorized and approved by the City Attorney or the City Manager. Notwithstanding, Workers' Compensation and employers liability insurance limits shall not be less than the amount 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. 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 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 determined that disclosure is required, Contractor or Contractor's employees, agents, or subcontractors will complete and flie with the City Clerk those schedules specified by City and contained in the Statement of Economic Interests Form 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 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 totai will not exceed the lump sum fee payable under this Agreement. City will make the final determination as to the portions of tasks completed and the compensation to be made. 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 Government Code sections 12650 et seq., the False Claims Act applies to this Agreement and, provides for civii penalties where a person knowingly submits a false claim to a public entity. City Attorney Approved Version 1.2014 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. 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 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. 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 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. City Attorney Approved Version 1.2014 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: (Sign here) Co-Owner Paul Wagner- Executive Producer (Print name/title) pwagner@gear6productions.com (e- mail addre^) (Sign here) Chris Pyle-Co-owner, Director (Print name/title) mail address) CITY OF CARLSBAD, a municipal corporation of the State of Califomia By: City Manager or Mayof Kristina Ray, Communications IVIanager ATTEST: If required by City, proper notarial acknowledgment of execution by contractor must be attached. If a Corporation. Agreement must be signed by one corporate officer firom each of the following two groups. *Group A. Chainnan, 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: CELIA A. B , City Attomey City Attorney Approved Version 1.2014 EXHIBIT "A" SCOPE OF SERVICES Contractor shall provide video producfion services to include videography, photography, editing, lighting, graphic design, audio, 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 pre-production, writing, videography, directing, editing, lighting, audio recording, photography, and graphic design. 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. 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. Contractor shall bill houriy fees as set forth in this Agreement, Secfion 5 Compensation. It is agreed that Contractor's houriy rate for services are: • Producer/Director - $695 Full day (10 hours)/ $495 half day(5 hours) • Videographer - with equipment $1045 full day/$500/half day • Writing - $75/hr • Graphics - $50/hr • Editing-$125/hr 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 Carisbad 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. • 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 works in perpetuity and in all current and/or future forms of current media and/or media to be developed. City Attorney Approved Version 1.2014 Video Format Specifications Ccity of Carlsbad Distribution City Television Channel Master Format MPEG-2 - .mpg, .mpeg QuickTime - .mov Fps 29.97 29.97 Video Frame Size 720x480 1080p29.97 Aspect Ratio 4:3, .9 pixel aspect ratio 16:9 square pixels Codec MPEG-2 H.264 Bitrate 4-15 Mbps 8 Mbps Field Order Lower Progressive Notes Letterbox or center-cut widescreen PGMs. Do NOT deliver anamorphic. Observe safe title areas & broadcast safe levels. Audio Codec MPEG-1 (layer 1,11, or III) or MPEG-2 AAC Bitrate 192 kbps or better 192 kbps or better Sample Rate 48 kHz, 16-bit stereo 48 kHz, 16-bit stereo Video Format Specifications - Addendum A June 2014 Page 1 of 3 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 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). 3. 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). The project will not be considered complete until files are delivered properly named. Please Addendum B for more details on file naming. Video Format Specifications June 2014 Page 3 of 3 Video File ^City of Naming Conventions 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 ail media. Tape/card X of X Number of tapes/cards shot forthe project, i.e. tape/card lof 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 ofthe project: Crosswalk Safety Event Subject ofthe shoot: School crossing guard interview and b-roll Location Location ofthe 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.