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HomeMy WebLinkAboutLetts, Robert S.; 2014-09-18;AGREEMENT FOR VIDEO PRODUCTION SERVICES BETWEEN CITY OF CARLSBAD AND ROBERT S. LETTS THIS AGREEMENT is made and entered into as of the / day of 3€'b^<:^rv^Sn^ . 2014, by and between the CITY OF CARLSBAD, a municipal corporalKon, ("City"), and ROBERT S. LETTS, a sole proprietor, ("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 professtonal 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 Wori<. City retains Contractor to perfonn, 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 (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 Sen/ices to be performed shall not exceed twenty-thousand doltars ($20,000) per agreement year and shall be billed as follows: $20/hr - for video production services to include editing, producing, writing, directing, shooting, media archiving, channel scheduling and tech/production support. Video production will include the creation of basic videos including writing, producing, directing, lighting, shooting, editing and updating existing videos. Media archiving includes clip ingestion, naming and filing of media using established procedures. Serves as back up scheduler for the cable TV channel. Tech/production support includes back up technician for Carisbad City Council Meetings, channel maintenance and routine matters related to video production including DVD creation, equipment set up and testing. 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 1.2014 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 contributtons on behalf of Contractor or its employees or subcontractors. Contractor agrees to indemnify City within thirty (30) days fbr any tax, retirement contribution, social security, overtime payment, unemptoyment payment or woricers' compensation payment which City may be required to make on behalf of Contractor or any agent, employee, or subcontractor of Contractor for wori< done under this Agreement. At the Cit/s election, 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 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 ''Wori<(s)") prepared by Contractor in the perfomiance 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 Coovrioht Assianment. Contractor and City intend this to be an Agreement for Services and each considers the deliverable product (Woric) and results of the Services to be rendered by Contractor hereunder to be a woric made-fbr-hire. Contractor acknowledges and agrees that the Woric (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 Woric 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 Woric and any registrations and copyright applications relating thereto and any renewals and extensions thereof, and in and to all worics based upon, derived from, or incorporating the Woric. 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 con-esponding to the foregoing throughout the worid. 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 fomri or extent of any alteration to the Woric (including, without limitation, removal or destructkin) or the making of any derivative worics based on the Woric. including, without limitation, photographs, drawings or other visual reproductions or the Woric, in any medium, for City purposes. Contractor agrees to execute all required documents and to perfonm 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 Infrinaement. 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 Attorney Approved Version 1.2014 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 othenwise violates any copyright, trade secret, trademaric. service maric. patent, invention, proprietary information, or other rights of any third party, or that City's use of them othenwise violates this Section {collectively referred to for purposes of this Section as "Infringement Claims(s)"], by paying alt amounts that a court finally awards or that Contractor agrees to in settlement of such Infringement Claim(8), 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 Sectkin. City also agrees that, if the use or operation of the 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 pemiit Contractor, at Contractor's option and expense fbr 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 peribrmance capabilities to become non-infringing, provided such replacement or modificatton 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 Infiingement Claim that would preclude or impair City's use of Contractor's Worics, 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 Worics. products, services and/or deliverables, or part thereof, or replace or modify the Worics, products, services and/or deliverables of comparable quality and perfomiance capabilities to become non-infringing. tf Contractor fails to comptete 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 Worics, 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. tndemnificatkan - General. Contractor agrees to indemnify and hold harmless the City and its officers, officials, employees and volunteers from and against alt claims, damages, tosses and expenses including attorneys fees arising out of the perfonnance of the woric described herein caused in whole or in part by any willful misconduct or negligent act or omission of the Contractor, any subcontractor, anyone directty 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, attome/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 1.2014 woricers' compensation is included as a toss, expense or cost for the purposes of this section, and that this section will survive the expiration or earty tennination of this Agreement. 9- Insurance. Contractor wilt obtain and maintain policies of commercial general liability insurance, automobile liability insurance, a combined policy of woricers' 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 cun-ent rating in the Best's Key Rating gukle of at teast A-:V in an amount of not tess than one million doltars ($1,000,000) for each policy, unless othenwise authorized and approved by the City Attomey or the City Manager Notwithstanding. Woricers' Compensation and employens liability insurance limits shalt not be less than the amount required by the Califomia Labor Code. Woricers' Compensation w«t not be required if Contractor has no employees and provides, to City's satisfaction, a declaration stating this. Contractor will obtain occunence 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 wilt fumish 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 Refonn 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 witt complete and file with the City Cleric those schedules specified by City and contained in the Statement of Economic Interests Form 700. 11. Compliance With Laws. Contractor witt 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 tenn of this Agreement. 12. Termination. In the event of the Contractor's failure to prosecute, deliver, or perfonn the Services, City may tenninate this Agreement for nonperfonnance by notifying Contractor by certified mail and/or U.S. Mail of the tennination. If City decides to abandon or indefinitely postpone the woric or services contemplated by this Agreement, City may tenninate this Agreement upon written notice to Contractor. Upon notification of tenninatron. Contractor has five (5) business days to deliver any documents owned by City and alt woric in progress to City address contained in this Agreement. City will make a detennination of fact based upon the work product delivered to City and of the percentage of woric that Contractor has perfonned which is usable and of worth to City in having the Agreement compteted. 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 tenninate this Agreement. In this event and upon request of City, Contractor wilt assemble the woric product and put it in order for proper filing and closing and deliver it to City. Contractor will be paid fbr woric perfonned to the tennination date; however, the total wilt not exceed the lump sum fee payable under this Agreement. City will make the final detennination as to the portions of tasks completed and the compensation to be made. City Attorney Approved Version 1.2014 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 pubtic entity. These provisions include false claims made with deliberate ignorance of the false infonnation or in reckless disregard of the truth or falsity of infonnation. If City seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigatton costs, including attorney's fees. Contractor acknowledges that the filing of a false claim may subject Contractor to an administrative debannent proceeding as the result of which Contractor may be prevented to act as a Contractor on any public viraric or improvement for a period of up to five (5) years. Contractor acknowledges debannent by another jurisdidron is grounds for City to tenninate this Agreement. 14. Venue and Jurisdiction. Contractor agrees and stipulates that the proper venue and jurisdfctton for rBsolution of any disputes between the parties arising out of this Agreement is the State Superior Court, San Diego County, Califomia. 15. Assianment. 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 fime 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 tenns of the Agreement supersede the purchase order. Neither this Agreement nor any of its provistons may be amended, modified, waived or discharged except in a writing signed by both parties. C ^ - - City Attomey Approved Version 1.2014 18. Authority. The individuals executing this Agreement and the insti-uments 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) (Print name/title) (e-mail address)! 1 CITY OF CARLSBAD, a municipal corporation of the State of California By: ^Ifi—City Manager-oi'-Mayor Kathryn B. Dodson ATTEST: »By: (Sign here) (Print name/title) BARBARA ENGLESpN City Cleric (e-mail address) If required by City, proper notarial acknowledgment of execution by contractor must be attached. JLa Corporation. Agreement must be signed by one corporate officer from each of the fbllowing two groups. "Group A. Chairman, President, or Vice-President *Group B. Seaetary, 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: CELIAA. BREWE ;ttomey t City Mtonref City Attorney Approved Version 1.2014 EXHIBIT "A" SCOPE OF SERVICES Contractor shatt provide video production services to include videography, photography, editing, lighting, graphic design, audio, vwiting and pre-production support related to city video productions, tiie city govemment channel and website. Communications Department wilt 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 alt 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 city equipment on an as-needed basis. Contractor warrants that if he uses city provided equipment that he wilt onty use city equipment in which he is proficient in tiie 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 resen/es the right to choose an altemate contractor to provide described service. Contractor shall bill hourly fees as set forth in tiiis Agreement, Section 5 Compensation, tt is agreed that Contractor's hourty rate for services are: $20/hr- for video production services to include editing, producing, writing, directing, shooting, media archiving, channel scheduling and tech/production support. Video production wilt include ttie creation of basic videos including writing, producing, directing, lighting, shooting, editing and updating existing videos. Media archiving includes clip ingestion, naming and filing of media using established procedures. Serves as back up scheduler for the cabte TV channel. Tech/production support includes back up technician for Cartsbad City Council Meetings, channel maintenance and routine matters related to video production including DVD creation, equipment set up and testing. Other considerations: • Att worics submitted to and accepted by the city must be original material created by the Conti-actor. • All vyortcs submitted by the Conti-actor must be in standard U.S. English and adhere to ttie City of Carisbad Writing Style Guide. A copy of this guide will be provided. • All written worics must be submitted in Microsoft Word fonnat. The wortc 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 fonnat, acquisition specifications and file naming conventtons. City Attorney Approved Version 1.2014 The city reserves the right to use all submitted worics in perpetuity and in all current and/or future fomns of current media and/or media to be developed. City Attorney Approved Version 1.2014 Addendum A 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 lVtPEG-2 H.264 Bitrate 4-15 IVtbps 8 Mbps Field Order Lower Progressive Notes Letterbox or center-cut widescreen PGIVls. 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 June 2014 Page 1 of 3 City of Carlsbad Video Format Specifications ADDENDUM A Video Acquisition and Shooting Style Please use the following City of Carlsbad established guidelines for acquiring all video. • 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 (natural sound) • Shots should have sufficient pad at the beginning and end for editing and archiving pur- poses (minimum 30 frames) • 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 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 • Camera movements should be smooth, steady, dynamic, flowing and intentional • Provide proper headroom and look space for interviews (i.e. screen right/screen left) • Do not place interview subjects in the center of the screen. There should be enough room during a 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 • When acquiring video footage please shoot in 1080p29.97 or 720p59.94 Audio • 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 mi- crophone and cable should not be visible) Editing • Please edit at 1080p29.97 • Project and file names need to match (i.e. Grilling Safety/Grilling Safety) Video Format Specifications June 2014 Page 2 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 of the program via hard drive, DVD (data discs) or DVCAM or HDV tape (time code needs to match digital files) 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 properly named. Please Addendum B for more details on file naming. Video Format Specifications June 2014 Page 3 of 3 Addendum B Project Structure and File Naming Ccity of Carlsbad 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. • • • • • • P AUDIO DOCs CFX • 0 CFX Prepped ^ P CFX Source 0 MOV RENDERS WORK • pM • 0 MOTN P XPORTS 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. 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 dips 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 identif/ clips in editing. Page 1 of 2 Aug. 2014 Addendum B Project Structure and File Naming Name of shoot Name ofthe project: Crosswalk Safety Event Subject ofthe shoot: School crossing guard interview and b-roll Location Calavera Elementary School Date Date/dates of shoots in notes Description of video in time code order Examples: 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-Roll of airplanes at the airport, Airport - jet takes off MS would be the file name. Example: Ifthe project name is "Crosswalk Safety" there is no need to include crosswalks in the clip description as 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 TiltUP=TU Tilt Down =TD Push/Zoom in = Zl Push/Zoom out = ZO Interview - INTVW People = ppl Camera = cam With = w Interior = INT Exterior = EXT Foreeround = FG Background = BG Projects will not be considered complete until clips are labeled using these file naming conventions.