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HomeMy WebLinkAboutMirania Cosaert DBA Trixidor Studios; 2019-11-14;City Attorney Approved Version 1/30/13 1 AMENDMENT NO. 2 TO EXTEND AND AMEND AGREEMENT FOR VIDEO PRODUCTION SERVICES MIRANIA COSAERT, DBA TRIXIDOR STUDIOS This Amendment No. 2 is entered into and effective as of the _______ day of ___________________________, 2020, extending and amending the agreement dated November 14, 2019, (the “Agreement”) by and between the City of Carlsbad, a municipal corporation, ("City"), and Mirania Cosaert, DBA Trixidor Studios, a sole proprietor, (“Contractor”) (collectively, the “Parties”). RECITALS A. On November 14, 2019, the Parties executed the Agreement for video production 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; and B. On June 15, 2020, the Parties executed Amendment No. 1 to the Agreement, which increased the annual compensation by up to five thousand dollars ($5,000.00) for a total not to exceed amount of thirty-five thousand ($35,000.00) per Agreement year and altered the Agreement’s terms and conditions to include FEMA Required Provisions; and C. The Parties desire to extend and fund the Agreement for a period of one (1) year. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. That the Agreement, as may have been amended from time to time, is hereby extended for a period of one (1) year ending on November 14, 2021 on a time and materials basis not-to-exceed thirty-five thousand dollars ($35,000.00). 2. All other provisions of the Agreement, as may have been amended from time to time, will remain in full force and effect. 3. All requisite insurance policies to be maintained by the Contractor pursuant to the Agreement, as may have been amended from time to time, will include coverage for this Amendment. /// /// /// /// DocuSign Envelope ID: 4194FECC-D634-4CB7-921B-C16813546D4B November 3rd City Attorney Approved Version 1/30/13 2 4. The individuals executing this Amendment 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 Amendment. CONTRACTOR CITY OF CARLSBAD, a municipal corporation of the State of California By: By: (sign here) Kristina Ray Communication & Engagement Director Mirania Cosaert, ATTEST: By: (sign here) BARBARA ENGLESON City Clerk (print name/title) 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, President, or Vice-President 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. BREWER, City Attorney BY: _____________________________ Assistant City Attorney DocuSign Envelope ID: 4194FECC-D634-4CB7-921B-C16813546D4B Sole Proprietor City Attorney Approved Version 1/30/13 3 EXHIBIT “A” SCOPE OF SERVICES Contractor shall provide video production 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. Contractor shall also provide scheduling services for the city government channel and administrative support related to updating the city government channel. Communications Department will provide Contractor with detailed instructions to achieve end results to include direction on scheduling the channel, 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 hourly fees as set forth in this Agreement: • Videography: $100 per hour • Video field production assistant: $50 per hour • Editing and voiceover: $45 per hour • Production support and city government channel scheduling: $30 per hour • Not to exceed Thirty-five thousand dollars ($35,000.00) per Agreement year Other considerations: • All works submitted to and accepted by the city must be original material created by the Contractor. • All works submitted by the Contractor must be in standard U.S. English and adhere to the City of Carlsbad Writing Style Guide. A copy of this guide will be provided. • All written works must be submitted in Microsoft Word format. The work should appear in a non-bolded Calibri, 12 point font. Please see below for Exhibit B for Video Format Acquisition Specifications and Exhibit C 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. DocuSign Envelope ID: 4194FECC-D634-4CB7-921B-C16813546D4B City Attorney Approved Version 1/30/13 4 Exhibit B – Video Format Specifications Final Output for 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 DocuSign Envelope ID: 4194FECC-D634-4CB7-921B-C16813546D4B City Attorney Approved Version 1/30/13 5 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 purposes (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 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) • Fonts Utopia (serif) Myriad Pro (sans serif) please do not used condensed or bold • Lower thirds are available via download – please request the link at the beginning of the project. DocuSign Envelope ID: 4194FECC-D634-4CB7-921B-C16813546D4B City Attorney Approved Version 1/30/13 6 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 (Word file) 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). Please transcode all raw files delivered to 1920x1080 ProRes422LT. 3. Digital media source files are to be delivered at the completion of the program via hard drive, DVD (data discs) or hard drive 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 Exhibit C for more details on file naming. DocuSign Envelope ID: 4194FECC-D634-4CB7-921B-C16813546D4B City Attorney Approved Version 1/30/13 7 Exhibit C – File Naming Conventions 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. 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. Please transcode all raw files to 1920x1080 ProRes422LT for editing and archiving. 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 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. Projects will not be considered complete until clips are labeled using these file naming conventions. DocuSign Envelope ID: 4194FECC-D634-4CB7-921B-C16813546D4B City Attorney Approved Version 1/30/13 8 Name of shoot Name of the project: Crosswalk Safety Event Subject of the 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: 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. Example: If the 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 Tilt UP = TU Tilt Down = TD Push/Zoom in = ZI Push/Zoom out = ZO Interview = INTVW People = ppl Camera = cam With = w Interior = INT Exterior = EXT Foreground = FG Background = BG DocuSign Envelope ID: 4194FECC-D634-4CB7-921B-C16813546D4B City Attorney Approved Version 1/30/13 9 EXHIBIT “D” Additional Terms and Conditions for FEMA Funded Agreements The following provisions are incorporated into the Agreement: 1. The contractor acknowledges Federal Emergency Management Agency (FEMA) financial assistance will be used to fund the contract only. The contractor will comply will all applicable federal law, regulations, executive orders, FEMA policies, procedures, and directives. 2. The contractor shall not use the Department of Homeland Security (DHS) seal(s), logos, crests, or reproductions of flags or likenesses of DHS agency officials without specific FEMA pre-approval. 3. The Federal Government is not a party to this contract and is not subject to any obligations or liabilities to the City of Carlsbad, contractor, or any other party pertaining to any matter resulting from the contract. 4. The contractor acknowledges that 31 U.S.C. Sections 3801-3812 (Administrative Remedies for False Claims and Statements) applies to the contractor’s actions pertaining to this contract. 5. Access to Records. The following access to records requirements apply to this contract: (A) The contractor agrees to provide the City of Carlsbad, the FEMA Administrator, the Comptroller General of the United States, or any of their authorized representatives access to any books, documents, papers, and records of the contractor which are directly pertinent to this contract for the purposes of making audits, examinations, excerpts, and transcriptions. (B) The contractor agrees to permit any of the foregoing parties to reproduce by any means whatsoever or to copy excerpts and transcriptions as reasonably needed. (C) The contractor agrees to provide the FEMA Administrator or authorized representatives access to construction or other work sites pertaining to the work being completed under the contract. (D) In compliance with the Disaster Recovery Act of 2018 (Pub. L. No. 115-254, §§ 1201-1246 (2018)), the City of Carlsbad and the contractor acknowledge and agree that no language in this contract is intended to prohibit audits or internal reviews by the FEMA Administrator or the Comptroller General of the United States. 6. Suspension and Debarment (A) This contract is a covered transaction for purposes of 2 C.F.R. pt. 180 and 2 C.F.R. pt. 3000. As such the contractor is required to verify that neither the contractor nor its principals (defined at 2 C.F.R. § 180.995) or its affiliates (defined at 2 C.F.R. § 180.905) are excluded (defined at 2 C.F.R. § 180.940) or disqualified (defined at 2 C.F.R. § 180.935). DocuSign Envelope ID: 4194FECC-D634-4CB7-921B-C16813546D4B City Attorney Approved Version 1/30/13 10 EXHIBIT “D” Additional Terms and Conditions for FEMA Funded Agreements (B) The contractor must comply with 2 C.F.R. pt. 180, subpart C and 2 C.F.R. pt. 3000, subpart C and must include a requirement to comply with these regulations in any lower tier covered transaction it enters into. (C) This certification is a material representation of fact relied upon by the City of Carlsbad. If it is later determined that the contractor did not comply with 2 C.F.R. pt. 180, subpart C and 2 C.F.R. pt. 3000, subpart C, in addition to remedies available to the State of California or the City of Carlsbad, the Federal Government may pursue available remedies, including but not limited to suspension and/or debarment. (D) The bidder or proposer agrees to comply with the requirements of 2 C.F.R. pt. 180, subpart C and 2 C.F.R. pt. 3000, subpart C while this offer is valid and throughout the period of any contract that may arise from this offer. The bidder or proposer further agrees to include a provision requiring such compliance in its lower tier covered transactions. 7. To the extent any Federally mandated provisions incorporated by Exhibit D conflict with other terms and provisions of this Agreement, the Federally mandated provision(s) shall prevail. DocuSign Envelope ID: 4194FECC-D634-4CB7-921B-C16813546D4B WAIVER REQUEST FORM FACTORS IN SUPPORT OF REQUEST TO MODIFY INSURANCE REQUIREMENT(S) Generally, a modification to the coverage requirement will be accepting a lower limit of coverage or waiving the requirement(s). Requested by: Kristina Ray, communication & engagement October 26, 2020 (Name and Department) Date Proposed modification(s) to the PL requirement(s) for Trixidor Studios (Type of insurance) (Name of contract) Reduce coverage to the amount of : Waive coverage Other: FACTOR(S) IN SUPPORT OF MODIFICATION(S) (check those that apply) Significance of Contractor: Contractor has previous experience with the City that is important to the efficiency of completing the scope of work and the quality of the work-product. [explain] Significance of Contractor: Contractor has unique skills and there are few if any alternatives. [explain: include number of candidates RFP sent to and number responded if applicable] Contract Amount/Term of Contract: $35,000. Work will be completed over a period of 1 yr, Professional Liability coverage is not available to this contractor or would increase the cost of the contract by $ [explain]. Other (e.g. explain why exposures are minimal, how exposures are covered in another policy, exposure control mechanisms, and any other information pertinent to your request): Contractor will only implement direction of city staff. Staff will research and draft scripts, direct video shoots, give direction on editing, review draft videos, approve the final product and control distribution. City staff has the expertise to ensure accuracy of information presented and oversee contractor's work. Approved by Risk Manager for this contract only: (Signature) (Date) H:\WORD\Insurance\Admin Order #68 waiver modify insurance requirements.doc City Attorney Approved Version 9/27/16 1 AMENDMENT NO. 1 TO AGREEMENT FOR VIDEO PRODUCTION SERVICES MIRANIA COSAERT, DBA TRIXIDOR STUDIOS This Amendment No. 1 is entered into and effective as of the _______ day of ___________________________, 2020, amending the agreement dated November 14, 2019, (the “Agreement”) by and between the City of Carlsbad, a municipal corporation, ("City"), and Mirania Cosaert, DBA Trixidor Studios, a sole proprietor, (“Contractor”) (collectively, the “Parties”). RECITALS A. On November 14, 2019, the Parties executed the Agreement for video production 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; and B. The Parties desire to alter the Agreement’s scope of work to include additional hours of work per contract year, increasing the annual compensation by no more than an additional five thousand dollars ($5,000.00) per agreement year, bringing the total annual amount not to exceed thirty-five thousand ($35,000.00) per agreement year; and C. The Parties desire to alter the Agreement to include FEMA Required Provisions. The City and Contractor shall comply with all applicable requirements of the Federal Emergency Management Agency (FEMA) which are outlined in Exhibit "D”, which is attached and incorporated by this reference. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. In addition to those services contained in the Agreement, as may have been amended from time to time, Contractor will provide those services described in Exhibit "A". With this Amendment, the total annual Agreement amount shall not exceed thirty-five thousand dollars ($35,000.00). 2. City will pay Contractor for all work associated with those services described in Exhibit “A” on a time and materials basis not-to-exceed thirty-five thousand dollars ($35,000.00) per agreement year. 3. Contractor will complete all work described in Exhibit “A” by the Agreement expiration date of November 14, 2020. DocuSign Envelope ID: 2D947521-1626-4E05-9590-6634B428B0E3 15th June City Attorney Approved Version 9/27/16 2 4. The City and Contractor shall comply with all applicable requirements of the Federal Emergency Management Agency (FEMA) which are outlined in Exhibit "D”, which is attached and incorporated by this reference. 5. All other provisions of the Agreement, as may have been amended from time to time, will remain in full force and effect. 6. All requisite insurance policies to be maintained by the Contractor pursuant to the Agreement, as may have been amended from time to time, will include coverage for this Amendment. 7. The individuals executing this Amendment 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 Amendment. CONTRACTOR CITY OF CARLSBAD, a municipal corporation of the State of California By: By: (sign here) Kristina Ray Communication & Engagement Director (print name/title) ATTEST: By: (sign here) BARBARA ENGLESON City Clerk (print name/title) 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, President, or Vice-President Secretary, Assistant Secretary, CFO or Assistant Treasurer DocuSign Envelope ID: 2D947521-1626-4E05-9590-6634B428B0E3 Mirania E Cosaert City Attorney Approved Version 9/27/16 3 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, City Attorney BY: _____________________________ Assistant City Attorney DocuSign Envelope ID: 2D947521-1626-4E05-9590-6634B428B0E3 City Attorney Approved Version 9/27/16 4 EXHIBIT “A” SCOPE OF SERVICES Contractor shall provide video production 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. Contractor shall also provide scheduling services for the city government channel and administrative support related to updating the city government channel. Communications Department will provide Contractor with detailed instructions to achieve end results to include direction on scheduling the channel, 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 hourly fees as set forth in this Agreement:  Videography: $100 per hour  Video field production assistant: $50 per hour  Editing and voiceover: $45 per hour  Production support and city government channel scheduling: $30 per hour  Not to exceed Thirty-five thousand dollars ($35,000.00) per Agreement year Other considerations:  All works submitted to and accepted by the city must be original material created by the Contractor.  All works submitted by the Contractor must be in standard U.S. English and adhere to the City of Carlsbad Writing Style Guide. A copy of this guide will be provided.  All written works must be submitted in Microsoft Word format. The work should appear in a non-bolded Calibri, 12 point font. Please see below for Exhibit B for Video Format Acquisition Specifications and Exhibit C 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. DocuSign Envelope ID: 2D947521-1626-4E05-9590-6634B428B0E3 City Attorney Approved Version 9/27/16 5 Exhibit B – Video Format Specifications Final Output for 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 DocuSign Envelope ID: 2D947521-1626-4E05-9590-6634B428B0E3 City Attorney Approved Version 9/27/16 6 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 purposes (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 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)  Fonts Utopia (serif) Myriad Pro (sans serif) please do not used condensed or bold  Lower thirds are available via download – please request the link at the beginning of the project. DocuSign Envelope ID: 2D947521-1626-4E05-9590-6634B428B0E3 City Attorney Approved Version 9/27/16 7 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 (Word file) 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). Please transcode all raw files delivered to 1920x1080 ProRes422LT. 3. Digital media source files are to be delivered at the completion of the program via hard drive, DVD (data discs) or hard drive 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 Exhibit C for more details on file naming. DocuSign Envelope ID: 2D947521-1626-4E05-9590-6634B428B0E3 City Attorney Approved Version 9/27/16 8 Exhibit C – File Naming Conventions 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. 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. Please transcode all raw files to 1920x1080 ProRes422LT for editing and archiving. 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 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. Projects will not be considered complete until clips are labeled using these file naming conventions. DocuSign Envelope ID: 2D947521-1626-4E05-9590-6634B428B0E3 City Attorney Approved Version 9/27/16 9 Name of shoot Name of the project: Crosswalk Safety Event Subject of the 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: 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. Example: If the 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 Tilt UP = TU Tilt Down = TD Push/Zoom in = ZI Push/Zoom out = ZO Interview = INTVW People = ppl Camera = cam With = w Interior = INT Exterior = EXT Foreground = FG Background = BG DocuSign Envelope ID: 2D947521-1626-4E05-9590-6634B428B0E3 City Attorney Approved Version 9/27/16 10 EXHIBIT “D” Additional Terms and Conditions for FEMA Funded Agreements The following provisions are incorporated into the Agreement: 1. The contractor acknowledges Federal Emergency Management Agency (FEMA) financial assistance will be used to fund the contract only. The contractor will comply will all applicable federal law, regulations, executive orders, FEMA policies, procedures, and directives. 2. The contractor shall not use the Department of Homeland Security (DHS) seal(s), logos, crests, or reproductions of flags or likenesses of DHS agency officials without specific FEMA pre-approval. 3. The Federal Government is not a party to this contract and is not subject to any obligations or liabilities to the City of Carlsbad, contractor, or any other party pertaining to any matter resulting from the contract. 4. The contractor acknowledges that 31 U.S.C. Sections 3801-3812 (Administrative Remedies for False Claims and Statements) applies to the contractor’s actions pertaining to this contract. 5. Access to Records. The following access to records requirements apply to this contract: (A) The contractor agrees to provide the City of Carlsbad, the FEMA Administrator, the Comptroller General of the United States, or any of their authorized representatives access to any books, documents, papers, and records of the contractor which are directly pertinent to this contract for the purposes of making audits, examinations, excerpts, and transcriptions. (B) The contractor agrees to permit any of the foregoing parties to reproduce by any means whatsoever or to copy excerpts and transcriptions as reasonably needed. (C) The contractor agrees to provide the FEMA Administrator or authorized representatives access to construction or other work sites pertaining to the work being completed under the contract. (D) In compliance with the Disaster Recovery Act of 2018 (Pub. L. No. 115-254, §§ 1201-1246 (2018)), the City of Carlsbad and the contractor acknowledge and agree that no language in this contract is intended to prohibit audits or internal reviews by the FEMA Administrator or the Comptroller General of the United States. 6. Suspension and Debarment (A) This contract is a covered transaction for purposes of 2 C.F.R. pt. 180 and 2 C.F.R. pt. 3000. As such the contractor is required to verify that neither the contractor nor its principals (defined at 2 C.F.R. § 180.995) or its affiliates (defined at 2 C.F.R. § 180.905) are excluded (defined at 2 C.F.R. § 180.940) or disqualified (defined at 2 C.F.R. § 180.935). DocuSign Envelope ID: 2D947521-1626-4E05-9590-6634B428B0E3 City Attorney Approved Version 9/27/16 11 EXHIBIT “D” Additional Terms and Conditions for FEMA Funded Agreements (B) The contractor must comply with 2 C.F.R. pt. 180, subpart C and 2 C.F.R. pt. 3000, subpart C and must include a requirement to comply with these regulations in any lower tier covered transaction it enters into. (C) This certification is a material representation of fact relied upon by the City of Carlsbad. If it is later determined that the contractor did not comply with 2 C.F.R. pt. 180, subpart C and 2 C.F.R. pt. 3000, subpart C, in addition to remedies available to the State of California or the City of Carlsbad, the Federal Government may pursue available remedies, including but not limited to suspension and/or debarment. (D) The bidder or proposer agrees to comply with the requirements of 2 C.F.R. pt. 180, subpart C and 2 C.F.R. pt. 3000, subpart C while this offer is valid and throughout the period of any contract that may arise from this offer. The bidder or proposer further agrees to include a provision requiring such compliance in its lower tier covered transactions. 7. To the extent any Federally mandated provisions incorporated by Exhibit B conflict with other terms and provisions of this Agreement, the Federally mandated provision(s) shall prevail. DocuSign Envelope ID: 2D947521-1626-4E05-9590-6634B428B0E3 AGREEMENT FOR VIDEO PRODUCTION SERVICES MIRANIA COSAERT, DBA TRIXIDOR STUDIOS tJ.. THIS AGREEMENT is made and entered into as of the l Y::l:\& day of O\lc w:Jae.\C'.'.'. , 20Ji_, by and between the CITY OF CARLSBAD, a municipal corporation, ("City"), and Mirania Cosaert, OBA Trixidor Studios, a sole proprietor ("Contractor"). RECITALS A. City requires the professional services of a video production professional that is experienced in videography, editing, lighting, graphic design, audio, writing and technical and pre-production support related to city video productions, the city government channel and website. B. Contractor has the necessary experience in providing professional services and advice related to video production services C. Contractor 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 WORK City retains Contractor to perform, and Contractor agrees to render, those services (the "Services") that are defined in attached Exhibit "A", Exhibit "B" and Exhibit "C" which are incorporated by this reference in accordance with this Agreement's terms and conditions. 2. STANDARD OF PERFORMANCE While performing the Services, Contractor will exercise the reasonable professional care and skill customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan Southern California Area, and will use reasonable diligence and best judgment while exercising its professional skill and expertise. 3. TERM The term of this Agreement will be effective for a period of one year from the date first above written. The City Manager may amend the Agreement to extend it for three additional one-year periods or parts thereof. Extensions will be based upon a satisfactory review of Contractor's performance, City needs, and appropriation of funds by the City Council. The parties will prepare a written amendment indicating the effective date and length of the extended Agreement. 4. TIME IS OF THE ESSENCE Time is of the essence for each and every provision of this Agreement. 5. COMPENSATION The total fee payable for the Services to be performed during the initial Agreement term will be thirty thousand dollars ($30,000.00) and shall be billed at the rate of: • Videography: $100 per hour • Video field production assistant: $50 per hour • Editing and voiceover: $45 per hour • Production support and city government channel scheduling: $30 per hour Citv Attornev Aooroved Version 6/12/18 No other compensation for the Services will be allowed except for items covered by subsequent amendments to this Agreement. If the City elects to extend the Agreement, the amount shall not exceed thirty thousand dollars ($30,000.00) per Agreement year. The City reserves the right to withhold a ten percent (10%) retention until City has accepted the work and/or Services specified in Exhibit "A". 6. 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 done under this Agreement. At the City's election, City may deduct the indemnification amount from any balance owing to Contractor. 7. SUBCONTRACTING Contractor will not subcontract any portion of the Services without prior written approval of City. If Contractor subcontracts any of the Services, Contractor will be fully responsible to City for the acts and omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor. Nothing contained in this Agreement will create any contractual relationship between any subcontractor of Contractor and City. Contractor will be responsible for payment of subcontractors. Contractor will bind every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved in writing by City. 8. OTHER CONTRACTORS The City reserves the right to employ other Contractors in connection with the Services. 9. INDEMNIFICATION 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 by any negligence, recklessness, or willful misconduct 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 of this Agreement. Citv Attomev Accroved Version 6/12/18 10. INSURANCE Contractor will obtain and maintain for the duration of the Agreement and any and all amendments, insurance against claims for injuries to persons or damage to property which may arise out of or in connection with performance of the services by Contractor or Contractor's agents, representatives, employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and authorized to do business in the State of California. The insurance carrier is required to have a current Best's Key Rating of not less than "A-:VII"; OR with a surplus line insurer on the State of California's List of Approved Surplus Line Insurers (LASLI) with a rating in the latest Best's Key Rating Guide of at least "AX"; OR an alien non- admitted insurer listed by the National Association of Insurance Commissioners (NAIC) latest quarterly listings report. 10.1 Coverage and Limits. Contractor will maintain the types of coverage and minimum limits indicated below, unless the Risk Manager or City Manager approves a lower amount. These minimum amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations under this Agreement. City, its officers, agents and employees make no representation that the limits of the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense. The full limits available to the named insured shall also be available and applicable to the City as an additional insured. 10.1.1 Commercial General Liability (CGL) Insurance. Insurance written on an "occurrence" basis, including personal & advertising injury, with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. 10.1.2 Automobile Liability. (if the use of an automobile is involved for Contractor's work for City). $2,000,000 combined single-limit per accident for bodily injury and property damage. 10.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as 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. 10.1.4 Professional Liability. Errors and omissions liability appropriate to Contractor's profession with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of five years following the date of completion of the work. 10.2 Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: 10.2.1 The City will be named as an additional insured on Commercial General Liability which shall provide primary coverage to the City. 10.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. 10.2.3 This insurance will be in force during the life of the Agreement and any extensions of it and will not be canceled without thirty (30) days prior written notice to City sent by certified mail pursuant to the Notice provisions of this Agreement. Citv Attomev Aooroved Version 6/12/18 10.3 Providing Certificates of Insurance and Endorsements. Prior to City's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to City. 10.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages, then City will have the option to declare Contractor in breach, or may purchase replacement insurance or pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor is responsible for any payments made by City to obtain or maintain insurance and City may collect these payments from Contractor or deduct the amount paid from any sums due Contractor under this Agreement. 10.5 Submission of Insurance Policies. City reserves the right to require, at any time, complete and certified copies of any or all required insurance policies and endorsements. 11. BUSINESS LICENSE Contractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as may be amended from time-to-time. 12. ACCOUNTING RECORDS Contractor will maintain complete and accurate records with respect to costs incurred under this Agreement. All records will be clearly identifiable. Contractor will allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of records and any other documents created pursuant to this Agreement. Contractor will allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 13. OWNERSHIP OF DOCUMENTS All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this Agreement is the property of City. In the event this Agreement is terminated, all work product produced by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered at once to City. Contractor will have the right to make one (1) copy of the work product for Contractor's records. 14. COPYRIGHTS Contractor agrees that all copyrights that arise from the services will be vested in City and Contractor relinquishes all claims to the copyrights in favor of City. 15. NOTICES The name of the persons who are authorized to give written notice or to receive written notice on behalf of City and on behalf of Contractor under this Agreement. For City Name Kristina Ray Title Communication Manager Community Outreach & Department Engagement City of Carlsbad Address 1200 Carlsbad Village Drive Phone 760-434-2957 For Contractor Name f'{\\ c o,...(\·\c,,..,. t:. L0Sc..-H-\- Title Address i L\ \ 4"' \--VI -N--W <>--~ ~\?t-\;}).... Phone No. \J \t;-Y-v\, ()~ Di~~ { 7W-4&0,DL\o-\ Email 'fV\..-, C,if:,C.\{. rt' e.,~M0v, C,wv--- 1 Citv Attomev Aooroved Version 6/12/18 Each party will notify the other immediately of any changes of address that would require any notice or delivery to be directed to another address. 16. CONFLICT OF INTEREST Contractor shall file a Conflict of Interest Statement with the City Clerk in accordance with the requirements of the City of Carlsbad Conflict of Interest Code. The Contractor shall report investments or inf rests in all categories. YesD No~ 17. GENERAL COMPLIANCE WITH LAWS Contractor will keep fully informed of federal, state and local laws and ordinances and regulations which in any manner affect those employed by Contractor, or in any way affect the performance of the Services by Contractor. Contractor will at all times observe and comply with these laws, ordinances, and regulations and will be responsible for the compliance of Contractor's services with all applicable laws, ordinances and regulations. Contractor will be aware of the requirements of the Immigration Reform and Control Act of 1986 and will comply with those requirements, including, but not limited to, verifying the eligibility for employment of all agents, employees, subcontractors and consultants whose services are required by this Agreement. 18. DISCRIMINATION AND HARASSMENT PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment. 19. DISPUTE RESOLUTION If a dispute should arise regarding the performance of the Services the following procedure will be used to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties. Representatives of Contractor or City will reduce such questions, and their respective views, to writing. A copy of such documented dispute will be forwarded to both parties involved along with recommended methods of resolution, which would be of benefit to both parties. The representative receiving the letter will reply to the letter along with a recommended method of resolution within ten (10) business days. If the resolution thus obtained is unsatisfactory to the aggrieved party, a letter outlining the disputes will be forwarded to the City Manager. The City Manager will consider the facts and solutions recommended by each party and may then opt to direct a solution to the problem. In such cases, the action of the City Manager will be binding upon the parties involved, although nothing in this procedure will prohibit the parties from seeking remedies available to them at law. 20. 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 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. Citv Attomev Aooroved Version 6/12/18 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. 21. COVENANTS AGAINST CONTINGENT FEES Contractor warrants that Contractor has not employed or retained any company or person, other than a bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making of this Agreement. For breach or violation of this warranty, City will have the right to annul this Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent fee. 22. 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 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. 23. JURISDICTION AND VENUE Any action at law or in equity brought by either of the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all provisions of law providing for a change of venue in these proceedings to any other county. 24. SUCCESSORS AND ASSIGNS It is mutually understood and agreed that this Agreement will be binding upon City and Contractor and their respective successors. Neither this Agreement nor any part of it nor any monies due or to become due under it may be assigned by Contractor without the prior consent of City, which shall not be unreasonably withheld. 25. 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. Citv Attornev Aooroved Version 6/12/18 26. 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 CITY OF CARLSBAD, a municipal corporation of the State of California . <?' -::, .. -.. ,,..)-___ c\~ _Br:::~k~ ~'"r'--' By:~ OF PERSON M ._l O I t rr.:, 11)1 c,,., £ L(; :-:-'.) c.{_e..r t..., (print name/title) By: (sign here) (print name/title) AUTHORIZED TO SIGN (City Manager or Mayor or Division Director as authorized by the City Manager)] ~ (,sh '-""c,. ~ c..'1 r (A '('r-y-.--V. v-~ C 0--h 'J V' 'f{'-v. y,. v ~ -e ATTEST: 91.::J.. Q,tu~ BARBARA ENGLESON City Clerk " I\,, 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 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 empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: CELIA A BREWER, City Attorney nvi~ BY: -------------Assistant City Attorney Citv Attornev Aooroved Version 6/12/18 EXHIBIT "A" SCOPE OF SERVICES Contractor shall provide video production 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. Contractor shall also provide scheduling services for the city government channel and administrative support related to updating the city government channel. Communications Department will provide Contractor with detailed instructions to achieve end results to include direction on scheduling the channel, 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 hourly fees as set forth in this Agreement, Section 5, Compensation: • Videography: $100 per hour • Video field production assistant: $50 per hour • Editing and voiceover: $45 per hour • Production support and city government channel scheduling: $30 per hour Other considerations: • All works submitted to and accepted by the city must be original material created by the Contractor. • All works submitted by the Contractor must be in standard U.S. English and adhere to the City of Carlsbad Writing Style Guide. A copy of this guide will be provided. • All written works must be submitted in Microsoft Word format. The work should appear in a non-bolded Calibri, 12 point font. Please see below for Exhibit B for Video Format Acquisition Specifications and Exhibit C 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. Citv Attomev Aooroved Version 6/12/18 Exhibit B -Video Format Specifications f'inal Output for City Television Master Distribution Channel Format MPEG-2-QuickTime- .mpg, .mpeg .mov Fps 29.97 29.97 Video Frame Size 720x480 1080p29.97 Aspect Ratio 4:3, .9 pixel 16:9 aspect ratio square pixels Codec MPEG-2 H.264 Bitrate 4-15 Mbps 8Mbps 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 Ill) or MC MPEG-2 Bitrate 192 kbps or better 192 kbps or better Sample Rate 48 kHz, 16-bit stereo 48 kHz, 16-bit stereo Citv Attomev Aooroved Version 6/12/18 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 purposes (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 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) • Fonts Utopia (serif) Myriad Pro (sans serif) please do not used condensed or bold • Lower thirds are available via download -please request the link at the beginning of the project. Citv Attomev Aooroved Version 6/12/18 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 (Word file) 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). Please transcode all raw files delivered to 1920x1080 ProRes422LT. 3. Digital media source files are to be delivered at the completion of the program via hard drive, DVD (data discs) or hard drive 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 Exhibit C for more details on file naming. Citv Attomev Aooroved Version 6/12/18 Exhibit C -File Naming Conventions 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. Name AUDIO DOCs GFX ► GFX Prepped ► GFX Sou rce • MOV .... RE DERS • WORK ► AE ► MOTN • 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 Live Type, 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. Please transcode all raw files to 1920x1080 ProRes422L T for editing and archiving. 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 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. Projects will not be considered complete until clips are labeled using these file naming conventions. Name of shoot Name of the ro·ect: Crosswalk Safe Event Sub·ect of the shoot: School crossin uard interview and b-roll Citv Attomev Aooroved Version 6/12/18 Location Calavera Elementary School Date Date/dates of shoots in notes Description of Examples: video in time 01:01:15-Kids cross street, car speeds through light code order 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 Please note any additional shots that do not pertain to the project, but Notes: 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: If the 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 Tilt UP= TU Tilt Down = TD Push/Zoom in = ZI Push/Zoom out = ZO Interview= INTVW People= ool Camera= cam With =w Interior= INT Exterior = EXT Foreground = FG Background = BG Citv Attornev Aooroved Version 6/12/18 --- Coverage Is Provided In: Policy Number: ~Libert): ~ Mutual. The Ohio Casualty Insurance Company - a stock company BLO (20) 57 60 94 72 Policy Period: INSURANCE From 10/14/2019 To 10/14/2020 12:01 am Standard Time at Insured Mailing Location Named Insured & Mailing Address MIRANIA COSAERT DBA: TRIXIDOR STUDIOS 841 LANTANA WAY 122 VISTA, CA 92081 Named Insured Is: INDIVIDUAL Common Policy Declarations Agent Mailing Address & Phone No. ( 619) 668-4600 ALVARADO PACIFIC INSURANCE SERVICES 7777 ALVARADO RD STE 605 LA MESA, CA 91942-8282 Named Insured Business Is: VIDEOGRAPHER In return for the payment of the premium, and subject to all the terms of this policy, we agree with you to provide the insurance as stated in this policy. SUMMARY OF COVERAGE PARTS AND CHARGES This policy consists of this Common Policy Declarations page, Common Policy Conditions, Coverage Parts (which consist of coverage forms and other applicable forms and endorsements, if any, issued to form a part of them) and any other forms and endorsements issued to be part of this policy. COVERAGE PART CHARGES Commercial General Liability $555.00 Total Charges for all of the above coverage parts: Certified Acts of Terrorism Coverage: $4.00 $555.00 (Included) Note: This is not a bill IMPORTANT MESSAGES • This policy is auditable. Please refer to the conditions of the policy for details or contact your agent. • Notice: The Employment-Related Practices Exclusion CG 21 47 is added to this policy to clarify there is no coverage for liability arising out of employment-related practices. Please read this endorsement carefully. Issue Date Authorized Representative To report a claim, call your Agent or 1-844-325-2467 DS 70 21 11 16 57609472 POLSVCS 280 INSURED COPY 002226 PAGE 19 OF 74 ~Libert): ~ Mutual. INSURANCE Named Insured MIRANIA COSAERT DBA: TRIXIDOR STUDIOS 841 LANTANA WAY 122 VISTA, CA 92081 Coverage Is Provided In: Policy Number: The Ohio Casualty Insurance Company - a stock company BLO (20) 57 60 94 72 Common Policy Declarations Agent ( 619) 668-4600 Policy Period: From 10/14/2019 To 10/14/2020 12:01 am Standard Time at Insured Mailing Location ALVARADO PACIFIC INSURANCE SERVICES 7777 ALVARADO RD STE 605 LA MESA, CA 91942-8282 POLICY FORMS AND ENDORSEMENTS This section lists the Forms and Endorsements for your policy. Refer to these documents as needed for detailed information concerning your coverage. FORM NUMBER TITLE Commercial General Liability Coverage Form -Occurrence Additional Insured -Designated Person Or Organization CG 00 01 04 13 CG 20 26 04 13 CG 21 06 05 14 CG 21 38 11 85 CG 21 47 12 07 CG 21 67 12 04 CG 21 70 01 15 CG 21 76 01 15 CG 24 26 04 13 CG 80 61 05 11 CG 84 99 01 12 CG 88 10 04 13 CG 88 60 12 08 CG 88 77 12 08 CG 88 86 12 08 CG 90 41 01 13 IL 00 17 11 98 IL 00 21 09 08 IL 02 70 09 12 LC 87 10 05 00 NP 74 26 04 13 Exclusion -Access Or Disclosure Of Confidential Or Personal Information And Data-Related Liability -With Limited Bodily Injury Exception Exclusion-Personal and Advertising Injury Employment-Related Practices Exclusion Fungi or Bacteria Exclusion Cap on Losses from Certified Acts of Terrorism Exclusion of Punitive Damages Related to a Certified Act of Terrorism Amendment of Insured Contract Definition Amendment of Cancellation Provisions Non-Cumulation Of Liability Limits Same Occurrence Commercial General Liability Extension Each Location General Aggregate Limit Medical Expense At Your Request Endorsement Exclusion -Asbestos Liability Amendment Of Coverage B Personal And Advertising Injury Common Policy Conditions Nuclear Energy Liability Exclusion Endorsement (Broad Form) California Changes -Cancellation and NonRenewal Punitive or Exemplary Damages Exclusion Notice to Policyholder Fully Earned Minimum Premium Endorsements In witness whereof, we have caused this policy to be signed by our authorized officers. ~~ $- Mark Touhey Secretary To report a claim, call your Agent or 1-844-325-2467 DS 70 21 11 16 57609472 POLSVCS 280 Paul Condrin President INSURED COPY 002226 PAGE 20 OF 74 -- --=== - ~LiberfX ~ Mutual. INSURANCE Named Insured MIRANIA COSAERT Coverage Is Provided In: The Ohio Casualty Insurance Company - a stock company Commercial General Liability Declarations Basis: Occurrence Agent ( 619) 668-4600 Policy Number: BLO (20) 57 60 94 72 Policy Period: From 10/14/2019 To 10/14/2020 12:01 am Standard Time at Insured Mailing Location DBA: TRIXIDOR STUDIOS ALVARADO PACIFIC INSURANCE SERVICES SUMMARY OF LIMITS AND CHARGES Commercial General Liability Limits of Insurance DESCRIPTION Each Occurrence Limit Damage To Premises Rented To You Limit (Any One Premises) Medical Expense Limit (Any One Person) Personal and Advertising Injury Limit General Aggregate Limit (Other than Products -Completed Operations) Explanation of Charges Products -Completed Operations Aggregate Limit DESCRIPTION General Liability Schedule Totals Policy Writing Minimum Premium Adjustment Certified Acts of Terrorism Coverage Total Advance Charges: To report a claim, call your Agent or 1-844-325-2467 DS 70 22 01 08 57609472 POLSVCS 280 INSURED COPY 002226 LIMIT 1,000,000 500,000 15,000 excluded 2,000,000 2,000,000 PREMIUM 401. 00 150.00 4.00 $555.00 Note: This is not a hill PAGE 21 OF 74 ~Liberry '11 Mutual. INSURANCE Named Insured MIRANIA COSAERT Coverage Is Provided In: The Ohio Casualty Insurance Company - a stock company Commercial General Liability Declarations Schedule Agent ( 619) 668-4600 Policy Number: BLO (20) 57 60 94 72 Policy Period: From 10/14/2019 To 10/14/2020 12:01 am Standard Time at Insured Mailing Location DBA: TRIXIDOR STUDIOS ALVARADO PACIFIC INSURANCE SERVICES SUMMARY OF CLASSIFICATIONS • BY LOCATION 0001 841 LANTANAWAY 122, VISTA, CA 92081 Insured: MIRANIA COSAERT CLASSIFICATION -98092 Motion Pictures -Production -Studios Or Outside -All Operations Prior To The Development Of Negatives Products-Completed Operations Are Subject To The General Aggregate Limit. RATED/PER COVERAGE DESCRIPTION PREMIUM BASED ON · Individual Payroll 1,000 Premise/Operations 33,600 Dollars Of Payroll 2.934 CLASSIFICATION -98092 Motion Pictures -Production -Studios Or Outside -All Operations Prior To The Development Of Negatives Products-Completed Operations Are Subject To The General Aggregate Limit. Total: RATED/PER COVERAGE DESCRIPTION PREMIUM BASED ON • Employees Payroll 1,000 Premise/Operations Dollars Of Payroll -if any To report a claim, call your Agent or 1-844-325-2467 DS 70 23 10 16 57609472 POLSVCS 280 2.934 Total: INSURED COPY 002226 PREMIUM $99.00 Included PREMIUM PAGE 22 OF 74 ~Lihertx '11 Mutual. INSURANCE Named Insured MIRANIA COSAERT Coverage Is Provided In: The Ohio Casualty Insurance Company - a stock company Commercial Declarations General Liability Schedule Agent ( 619) 668-4600 Policy Number: BLO (20) 57 60 94 72 Policy Period: From 10/14/2019 To 10/14/2020 12:01 am Standard Time at Insured Mailing Location DBA: TRIXIDOR STUDIOS ALVARADO PACIFIC INSURANCE SERVICES SUMMARY OF CLASSIFICATIONS • BY LOCATION • continued CLASSIFICATION -16471 Photographers Products-Completed Operations Are Subject To The General Aggregate Limit. COVERAGE DESCRIPTION PREMIUM BASED ON - Premise/Operations 200,000 Dollars Of Gross Sales Total: SUMMARY OF OTHER COVERAGE COVERAGE DESCRIPTION CG20260413 Additional Insured -Designated Person or Organization Commercial General Liability Schedule Total To report a claim, call your Agent or 1-844-325-2467 DS 70 23 10 16 57609472 POLSVCS 280 INSURED COPY RATED/ PER 1,000 .733 002226 PREMIUM $147.00 Included PREMIUM $155.00 $401.00 PAGE 23 OF 74 POLICY NUMBER: COMMERCIAL GENERAL LIABILITY CG 20 26 04 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED -DESIGNATED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s): City of Carlsbad, its officials, employees and volunteers 1200 Carlsbad Village Dr CARLSBAD, CA 92008 Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. Section II -Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily in- jury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: 1. In the performance of your ongoing oper- ations; or 2. In connection with your premises owned by or rented to you. However: 1. The insurance afforded to such additional insured only applies to the extent permit- ted by law; and 2. If coverage provided to the additional in- sured is required by a contract or agree- ment, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. B. With respect to the insurance afforded to these additional insureds, the following is added to Section Ill -Limits Of Insurance: If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance: 1. Required by the contract or agreement; or 2. Available under the applicable Limits of Insurance shown in the Declarations; whichever is less. This endorsement shall not increase the ap- plicable Limits of Insurance shown in the Dec- larations. CG 20 26 04 13 © Insurance Services Office, Inc., 2012 Page 1 of 1 WAIVER REQUEST FORM FACTORS IN SUPPORT OF REQUEST TO MODIFY INSURANCE REQUIREMENT(S) Generally, a modification to the coverage requirement will be accepting a lower limit of coverage or waiving the requirement(s). Requested by: Kristina Ray, communications department (Name and Department) October 29, 2019 Date Proposed modification(s) to the PL requirement(s) for Trixidor Studios -------------- (Type of insurance) (Name of contract) D Reduce coverage to the amount of [2J Waive coverage D Other: ------------------------------------- FACTOR(S) IN SUPPORT OF MODIFICATION(S) ( check those that apply) □Significance of Contractor: Contractor has previous experience with the City that is important to the efficiency of completing the scope of work and the quality of the work-product. [ explain] _______ _ □Significance of Contractor: Contractor has unique skills and there are few if any alternatives. [explain: include number of candidates RFP sent to and number responded if applicable] ___________ _ [2]Contract Amount/Term of Contract: $30,000. Work will be completed over a period of □Professional Liability coverage is not available to this contractor or would increase the cost of the contract by $ [ explain]. [2]Other (e.g. explain why exposures are minimal, how exposures are covered in another policy, exposure control mechanisms, and any other information pertinent to your request): Contractor will only implement direction of city staff. Staff will research and draft scripts, direct video shoots. give direction on editing, review draft videos, approve the final product and control distribution. City staff has the expertise to ensure accuracy of information presented and oversee contractor's work. Approved by Risk Manager for this contract only: (Signature) l t-'1-'11 (Date)