HomeMy WebLinkAboutThe Right Way Entertainment LLC dba Girlsroom Productions; 2014-07-25;AGREEMENT FOR
PROFESSIONAL VIDEO PRODUCTION SERVICES IN COMMUNICATIONS
THE RIGHT WAY ENTERTAINMENT DBA GIRLSROOM PRODUCTIONS
THIS^AGREEMENT is made and entered into as of the <^S~^ day of
^ ^(j^ 20i^, by and between the CITY OF CARLSBAD, a municipal
corporation, ("Cl!y"), and The Right Way Entertainment, a California LLC, ('Contractor), dba
Girlsroom Productions.
RECITALS
City requires the professional services of a video production contractor who is experienced in
producing informational videos about city program, issues 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 perform such work.
NOW, THEREFORE, in consideration of these recitals and the mutual covenants
contained herein. City and Contractor agree as follows:
"I- 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 (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
fifteen thousand dollars ($15,000.00) per agreement year and shall be billed at the rate of fifty
dollars ($50.00) per hour. 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 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
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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 ofthe Services to be
rendered by Contractor hereunder to be a work made-for-hire. Contractor acknowledges and
agrees that the Work (and all rights therein, including, without limitation, copyright) belongs to
and shall be the sole and exclusive property of City.
If for any reason the Work would not be considered a work made-for-hire under
applicable law. Contractor does hereby sell, assign, and transfer to City, its successors and
assigns, the entire right, title and interest in and to the copyright in the Work and any
registrations and copyright applications relating thereto and any renewals and extensions
thereof, and in and to all works based upon, derived from, or incorporating the Work, and in and
to all income, royalties, damages, claims and payments now or hereafter due or payable with
respect thereto, and in and to all causes of action, either in law or in equity for past, present, or
future infringement based on the copyrights, and in and to all rights corresponding to the
foregoing throughout the world.
If the Work is one to which the provisions of 17 U.S.C. 106A apply, the Contractor
hereby waives and appoints City to assert on the Contractor's behalf the Contractor's moral
rights or any equivalent rights regarding the form or extent of any alteration to the Work
(including, without limitation, removal or destruction) or the making of ahy 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
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 othenwise
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 Clalm(s), including reasonable attorneys' fees, as they are incurred by
City or any other party Indemnified under this Section.
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City also agrees that, if the use or operation of the Contractor's Works, products,
services and/or deliverables, or any part of them, becomes, or in Contractor's opinion is likely to
become, the subject of an Infringement Claim(s), City will permit Contractor, at Contractor's
option and expense for all associated costs, either to procure the right for City to continue to use
Contractor's Works, products, services and/or deliverables, or part thereof, or to replace or
modify them with another item of comparable quality and performance capabilities to become
non-infringing, provided such replacement or modification does not cause the product, services
and/or deliverables, or any part thereof, to fail to comply with any of the requirements of this
Agreement, including but not limited to, all functionality, technical specifications and
performance warranties.
In the event City's ongoing use of Contractor's Work's, products, services and/or
deliverables, or any part of them, is the subject of any act by a third party arising from an
Infringement Claim that would preclude or impair City's use of Contractor's Works, products,
services and/or deliverables (e.g., injunctive relief), or if City's continued use of them may
subject it to punitive damages or statutory penalties. City shall give written notice to Contractor
of such fact(s). Upon notice of such facts. Contractor shall procure the right for City to continue
to use the Works, products, services and/or deliverables, or part thereof, or replace or modify
the Works, products, services and/or deliverables of comparable quality and performance
capabilities to become non-Infringing.
If Contractor fails to complete the remedial acts set forth above within forty-five (45)
calendar days of the date of the written notice from City, City shall have the right to take such
remedial acts it determines to be reasonable to mitigate any impairment of its use of
Contractor's Works, products, services and/or deliverables or damages (hereafter referred to as
"City's Remedial Acts"). Contractor shall indemnify City for all amounts paid and direct and
indirect costs associated with City's Remedial Acts. Failure by Contractor to pay such amounts
within ten (10) calendar days of invoice by City shall, in addition to and cumulative to all other
remedies, entitle City to immediately withhold payments due Contractor under this Agreement
up to the amount paid in connection with City's Remedial Acts.
8. Indemnification - General. Contractor agrees to indemnify and hold harmless the City
and its officers, officials, employees and volunteers from and against all claims, damages,
losses and expenses including attorneys fees arising out of the performance of the work
described herein caused in whole or in part by any willful misconduct or negligent act or
omission of the Contractor, any subcontractor, anyone directly or indirectly employed by any of
them or anyone for whose acts any of them may be liable.
The parties expressly agree that any payment, attorney's fee, costs or expense City
Incurs or makes to or on behalf of an injured employee under the. City's self-administered
workers' compensation is included as a loss, expense or cost for the purposes of this section,
and that this section will survive the expiration or early termination ofthis Agreement.
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 othenwise authorized and approved by the City
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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 file 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 Carlsbad Business License for the term ofthis 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 temiinate 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 ofthe Agreement.
Either party upon tendering thirty (30) days written notice to the other party may
terminate this Agreement. In this event and upon request of City, Contractor will assemble the
work product and put it in order for proper filing and closing and deliver it to City. Contractor will
be paid for work performed to the termination date; however, the total will not exceed the lump
sum fee payable under this Agreement. City will make the final determination as to the portions
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 civil penalties where a person knowingly submits a false claim to a public entity.
These provisions include false claims made with deliberate ignorance of the false information or
in reckless disregard of the truth or falsity of information. If City seeks to recover penalties
pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorney's
fees. Contractor acknowledges that the filing of a false claim may subject Contractor to an
administrative debarment proceeding as the result of which Contractor may be prevented to act
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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.
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 Contractorto the terms and conditions ofthis Agreement.
(Sign here)
S^l^x/>A^. C£y^iK^ PMjACfyi^ ^--k^^^
^ (Print name/title) ' Knstina--Kay7
CITY OF CARLSBAD, a municipal
corporation ofthe State of California
By:
Communications Manager
(e-mail address)
MSCcpr^^/idM^M^- Corr\ ATTEST:
^By:
(Sign here)
(Print name/title)
(e-mail address)
BARBARA ENGLESON
City Clerk
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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.
Chairman, 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^ity Attorney
City Attorney
EXHIBIT "A"
SCOPE OF SERVICES
Contractor shall provide video production services to include videography, 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, 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 hourly fees as set forth in this Agreement, Section 5 Compensation.
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 ofthis 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.
Addendum A
Video Format Specifications Ccityof
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 I,II, 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 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 beginning 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 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 microphone 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)
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). 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.
Addendum B ^^itv of
Video File Naming Conventions CarlSucld.
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/card 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 of the
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 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.
If the name of the 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 = ZI
Pull Out/Zoom Out = ZO
Interview = INTVW
People = ppl
Camera = cam
With = w
Interior = INT
Exterior = EXT
Foreground = FG
Background = BG