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HomeMy WebLinkAboutKurtz, Michael; 2013-11-19;AGREEMENT FOR VIDEO PRODUCTION SERVICES BETWEEN CITY OF CARLSBAD AND MICHAEL KURTZ DBA MICHAEL KURTZ CREATIVE SERVICES THiS AGREEMENT is made and entered into as of the / ^ tlL NO^f>M/h^/) 2013, by and behween the CiTY OF CARLSBAD, a municipal corporation ("City") and Michael Kurtz an individual dba Michael Kurtz Creative Services ("Contractor") RECITALS City requires the professional services of a video professional who is expenenced in videography, photography editing graphics lighting audio recording writing and producing for City videos Contractor has the necessary expenence 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 considerahon of these recitals and the mutual covenants contained herein City and Contractor agree as follows 1 Scope of Wori< City retains Contractor to perform and Contractor agrees to render, those services (the Sen/ices") 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 penod of three (3) years from the date first above written The Agreement may be extended for one (1) additional hfl/o-year (2-year) term with the consent of both parties 3 Compensation The total fee payable for the Services to be perfomied shall not exceed thirty-thousand dollars ($30,000) and shall be billed at the following rates Creative concept development/scnpting $90 per hour Video crew of one and equipment 1/2 day $500 Video crew of one and equipment full day $1000 Photography services 1/2 day $475 Photography services full day $950 Editing and graphics $65 per hour No other compensation for the Services will be allowed except for items covered by subsequent amendments to this Agreement City reserves the nght to withhold a ten percent (10%) retention until City has accepted the work and/or the Sen/ices 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 oniy 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 10 2013 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 contnbutions on behalf of Contractor or its employees or subcontractors Contractor agrees to indemnify City within thirty (30) days for any tax retirement contnbution 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 elechon City may deduct the indemnification amount from any balance owing to Contractor 5 Ownership of Wori<(s) Excepting such items which are specifically identified by Contractor as propnetary trade secrets any and ail sketches drawings, tracings, images (whether still or moving) audio sounds recordings notes computations writings, and other matenals and documents (collectively "Wori<(s)) prepared by Contractor in the performance of this Agreement shall be the property of City from the moment of their preparahon, and Contractor shaii deliver such matenals and documents to City upon request Contractor shall have the nght to make duplicate copies of such matenals and documents for its own file or for other purposes the City may agree as to in writing 6 Titles and Copynght Assignment Contractor and City intend this to be an Agreement for Sen/ices 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 nghts therein including without limitation, copynght) 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 nght, title and interest in and to the copynght in the Work and any registrations and copynght applications relating thereto and any renewals and extensions thereof, and in and to all works based upon denved 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 achon either in law or in equity for past present or future infnngement based on the copynghts and in and to ali rights corresponding to the foregoing throughout the worid 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 nghts regarding the fomri or extent of any alteration to the Wori< (including, without iimitabon, removal or destruchon) or the making of any denvative works based on the Work including without limitation photographs drawings or other visual reproductions or the Wori< 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 nghts herein assigned 7 Indemnification for intellectual Property infnngement 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 City Attomey Approved Version 10 2013 limitation reasonable attorneys' fees as provided herein ansmg out of any claim that the Contractor's Works products services and/or deliverables or any part of them infnnges upon or othenwise violates any copyright trade secret trademark service mari< patent invention propnetary information, or other nghts of any third party or that City's use of them othenwise violates this Section [collectively refen-ed to for purposes of this Section as 'Infnngement Claims(s) ], by paying aii amounts that a court finally awards or that Contractor agrees to in settlement of such infnngement Claim(s), as well as any and all expenses or charges ansing from such Infnngement 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 Infnngement Claim(s) City will permit Contractor, at Contractor's option and expense for ail associated costs either to procure the nght 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-infnnging 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, aii functionality, technical specifications and performance warranties In the event City's ongoing use of Contractor's Wori<'s products services and/or deliverables or any part of them is the subject of any act by a third party ansing from an infnngement 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 shaii procure the nght for City to continue to use the Works products, services and/or deliverables, or part thereof, or replace or modify the Works products sen/ices and/or deliverables of comparable quality and performance capabilities to become non-infnnging if Contractor fails to complete the remedial acts set forth above within forty-five (45) calendar days of the date of the written nohce 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 Wori<s products sen/ices and/or deliverables or damages (hereafter referred to as City s Remedial Acts ) Contractor shaii 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 connechon 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 ansmg out of the performance of the work descnbed 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 Citys self-administered City Attomey Approved Version 10 2013 workers compensation is included as a loss expense or cost for the purposes of this section and that this section will survive the expirahon or eariy 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 Caiifomia 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 othenwise authorized and approved by the City Attorney or the City Manager Notwithstanding Wori<ers' 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 dunng the life of this Agreement and will not be canceled without thirty (30) days pnor 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 pnor 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 Contractors employees agents or subcontractors will compiete and file with the City Cierk those schedules specified by City and contained in the Statement of Economic Interests Form 700 11 Compliance With Laws Contractor will comply with ail applicable local state and federal laws and regulations prohibiting discnmination and harassment and will obtain and maintain a City of Carisbad Business License for the terni of this Agreement 12 Termination In the event of the Contractor's failure to prosecute, deliver, or perfonn 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 services contemplated by this Agreement City may terminate this Agreement upon wntten 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 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 tendenng 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 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 litigahon or in conjunction with litigation Contractor City Attomey Approved Version 10 2013 acknowledges that if a false claim is submitted to City it may be considered fraud and Contractor may be subject to cnmmal 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 mfonnation 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 penod of up to five (5) years Contractor acknowledges debarment by another junsdiction is grounds for City to terminate this Agreement 14 Venue and Junsdiction Contractor agrees and stipulates that the proper venue and junsdiction for resolution of any disputes between the parties ansing out of this Agreement is the State Supenor Court San Diego County, Califomia 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 pnor wntten 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 wntten 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 relabng 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 Attomey Approved Version 10 2013 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, nght and actual authority to bind Contractor to the terms and conditions of this Agreement CONTRACTOR (Sign here) (Pnnt name/title) (e-mail address) **By (e-mail address) CiTY OF CARLSBAD, a municipal corporation of the State of California By ^^)ftA:. - ^ I CityVManager or Mayor o^^^®^^ ATTEST (Sign here) (Pnnt name/title) BARBARA ENGLESON City Cierk If required by City proper notanal 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 empowenng the officer(s) signing to bind the corporation APPROVED AS TO FORM CELIA A Ity Attorney City Attorney Approved Version 10 2013 EXHIBIT "A" SCOPE OF SERVICES Contractor shaii provide video production services to include videography editing lighting graphic design audio, wnting 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 videography, photography, editing, graphic design lighting audio recording, wnting and pre-production Contractor will provide video archival support on an as needed basis according to the guidelines in Addendum B Contractor is responsible for providing all of its own editing and camera equipment as needed for the vanous assigned projects On occasion and depending on the specific project. Contractor may use city equipment on an as-needed basis Contractor warrants that if he uses city provided equipment that he will only use city equipment in which he 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 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 descnbed service Contractor shall bill houriy fees as set forth in this Agreement Section 3 Compensation It is agreed that Contractor's houriy rate for services are Creative concept development/scnpting $90 per hour Video crew of one and equipment 1/2 day $500 Video crew of one and equipment full day $1000 Photography services 1/2 day $475 Photography services full day $950 Editing and graphics $65 per hour Other considerahons • 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 Wntmg Style Guide A copy of this guide will be provided • All wntten works must be submitted in Microsoft Word format The work should appear in a non-bolded Calibn 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' 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 Attomey Approved Version 10 2013 Video Format Specifications ^C^fh CITY OF ^ CARLSBAD DISTRIBUTION CITY TELEVISION CHANNEL YOUTUBE/ 1 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 IS 9,12 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 Updated 4/1/13 City of Carlsbad Video Format Specifications ADDENDUM A Video Acquisition Acquire all video using best practices, using a tripod for interviews and b-roll as conditions per- mit or as script requires All b-roll should have audio Shots should have sufficient pad at the be- ginning 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 proper- ly exposed When choosing between subject and background, expose for the subject Shots should be well-composed, natural, depicting lifestyle with a focus on people Subjects should look professional and interesting Shots should be smooth, steady, dynamic, 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) Framing should vary between MS and CU during interviews to allow for cutting between answers Pro- vide proper look space and headroom for interviews (i e screen right/screen left) There should be enough room on a close-up to allow for a lower third Gather establishing shots and ample cutaways to support interviews and narration When acquiring video footage please use the fol- lowing standards 1 Video files to be acquired in 16 9 ws 2 Pnmary format HD-(1 1080p30, 2 720p30, or 3 IO8O16O) 3 Secondary format SD - (1 480p 30fps, 2 480i 30fps) 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 Deliverables Finished programs are to be delivered m 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 for the project) Digital media source files are to be delivered at the completion of the 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 Video File Naming Conventions CITY OF ^ 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 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 title as brief as possible to make it easier to identify clips in editing Name of Shoot Event Location Date Tape X of X Shooter Description of video in time code order Additional Notes Name of the project "Crosswalk Safety" Subject ofthe shoot School crossing guard interview and b-roll Location ofthe shoot Calavera Elementary School Date the footage was shot (in notes) Number of tapes/discs shot for the project, i e tape 1 of 2 and so on (in notes) Who shot the footage, last name will suffice (in notes) 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 Please note any additional shots that do not pertam to the project, but were acquired while on the shoot For example, trail with flowers m 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 City of Carisbad Video Naming Conventions Page 2 of 2 The project prefix can also be the location of the shoot For example, if you're recording B-Roll of airplanes at the airport, "Airport - jet takes off - MS" would be the file name Ifthe 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 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 = mt Exterior = ext Foreground = fg Background = bg