HomeMy WebLinkAboutPhotography Services - Jason MurphyPROFESSIONAL SERVICES AGREEMENT FOR PHOTOGRAPHY SERVICES
AND PHOTOGRAPH PURCHASING AGREEMENT
This PROFESSIONAL SERVICES AGREEMENT FOR PHOTOGRAPHY SERVICES
� rdAND PHOTOGRAPH PURCHASING AGREEMENT («Agreement») is entered Into this
day of , 2018, by and between the City of Meridian, Idaho, whose address is
33 E. Idaho, Meridian, Idaho ("City"), and Jason Murphy ("Contractor") (collectively, "Parties").
WHEREAS, City, by and through the Meridian Historic Preservation Commission
("HPC"), seeks professional photography services and photographs to be used for various
applications, including, but not limited to, advertising, marketing, education, promotion, and
public information;
WHEREAS, Contractor is qualified to provide the photography services desired by City,
and is willing to deliver such photographs to HPC for these enumerated and other uses, whether
known or unknown;
NOW, THEREFORE, in consideration of the mutual promises, covenants, terms and
conditions hereinafter contained, the parties hereto do mutually agree as follows:
1. Scope of services. Contractor shall take photographs of historic properties in Meridian,
Idaho, as requested, and provide a high-resolution jpg file, suitable for reproduction for all
purposes, of each photograph taken. Contractor shall provide services and work under this
Agreement consistent with the requirements and standards established by applicable laws and
regulations. Contractor represents and warrants that he will perform all work under this
Agreement in accordance with generally accepted industry standards and practices for the
profession or professions that are used in performance of this Agreement and that are in
effect at the time of performance of this Agreement.
2. Payment. City will pay Contractor for services rendered and deliverables provided pursuant
to this Agreement not -to -exceed two thousand dollars ($2,000.00).
i. Method of payment. Vendor shall provide City with a quote and invoice
for services and/or materials provided, pursuant to response from
contractor set forth uz Exhibit A, which City shall pay within thirty (30)
days of receipt. City shall not withhold any federal or state income taxes
or Social Security tax from any payment made by City to Vendor under the
terms and conditions of this Agreement. Payment of all taxes and other
assessments on such sums shall be the sole responsibility of Vendor.
3. Term. Contractor shall provide to City all services and deliverables from the date of this
Agreement until September 30, 2019. The contract term maybe renewed in one (1) year
increments after that date for up to five (5) years or until September 30, 2023.
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4. Time of the essence. The Contractor acknowledges that services provided under this
Agreement will be performed in a timely manner. The Parties acknowledge and agree that
time is strictly of the essence with respect to this Agreement, and that the failure to timely
perform any of the obligations hereunder shall constitute a breach of, and a default under, this
Agreement by the party so failing to perform.
5. Copyright. The copyright for all photographs taken and provided pursuant to this
Agreement shall be owned by City. The Contractor shall reserve no right to reproduce the
photographs in any manner or for any purpose, though the Contractor may request such right
from City, which right City shall not unreasonably withhold. Any such right shall be
conveyed in writing, and if not in writing shall not be considered duly or validly conveyed.
City may use partial or complete images of such photographs for promotional or other public
use without further permission from Contractor. While Contractor shall make no claim to the
copyright of the photographs, Contractor shall be identified as the creator of the photographs,
where ever practicable, as to any reproduction of the photographs by City.
6. Private Use. Vendor shall be responsible to add a watermark of the City of Meridian logo,
as provided by the City, to use in any public display of the images (Facebook, Instagram,
etc.). Any commercial use is prohibited without a separate license agreement from the City
of Meridian.
7. Waiver and Relinquishment of Rights. Contractor hereby expressly waives any and all
right, title, or interest in the photographs taken and provided pursuant to this Agreement.
Contractor understands that said waiver includes waivers of the exclusive rights of
reproduction, adaptation, publication, performance and display. Contractor agrees to
relinquish any and all rights, title, and interest to the photographs taken or provided in
connection with this Agreement and hereby expressly waives any rights Contractor has to
said photographs, including, but not limited to, any rights afforded under the Copyright Act
of 1976 and the Visual Arts Rights Act of 1990, Title 17 U.S.C. Sections 101 et seq.
Contractor understands and agrees that the right of attribution and integrity, as specifically set
forth in 17 U.S.C. Section 106A, are hereby expressly waived except as otherwise provided
herein. To the extent that the provisions of this Agreement differ with the Copyright Act of
1976 and Visual Arts Rights Act of 1990, the provisions of this Agreement will govern and
any such differences in the rights and duties created thereunder are expressly waived.
8. Relationship of Parties. It is the express intention of Parties that Contractor is an
independent Contractor and not an employee, agent, joint venturer, or partner of City.
Nothing in this Agreement shall be interpreted or construed as creating or establishing the
relationship of employer and employee between Contractor and City or between Contractor
and any official, agent, or employee of City. Both parties acknowledge that Contractor is not
an employee of City. Contractor shall retain the right to perform services for others during
the term of this Agreement.
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PROFESSIONAL SERVICES AGREEMENT FOR PHOTOGRAPHY SERVICES
AND PHOTOGRAPH PURCHASING AGREEMENT PAGE 3
9. Notices. Any and all notices required to be provided by either of the parties hereto, unless
otherwise stated in this Agreement, shall be in writing and be deemed communicated when
mailed by United States Mail, addressed as follows:
If to City: If to Contractor:
City of Meridian
Commissions & Committees Specialist
33 E. Broadway Avenue
Meridian, Idaho 83642
Jason Murphy
Hill Photography Studio
PO Box 219
340 North Avenue B
Kuna, ID 83634
Either party may change its address for the purpose of this paragraph by giving written notice
of such change to the other in the manner herein provided.
10. Waiver and indemnification. Contractor waives any and all claims and recourse against
City, including the right of contribution for loss and damage to persons or property arising
from, growing out of, or in any way connected with or incident to Contractor’s performance
of this Agreement except for liability arising out of concurrent or sole negligence of City or
its officers, agents or employees. Further, Contractor will indemnify, hold harmless, and
defend City against any and all claims, demands, damages, costs, expenses or liability arising
out of Contractor’s performance of this Agreement except for liability arising out of the
concurrent or sole negligence of City or its officers, agents or employees.
11. Insurance Contractor’s responsibility. City shall not provide insurance to cover loss, theft,
or damage of Contractor’s equipment or photographs, or to cover any activity undertaken by
Contractor in the furtherance of Contractor’s rights or obligations described herein.
Insurance of the photographs; of Contractor’s person, property, or interests; and/or of
Contractor’s employees or agents shall be the sole responsibility of Contractor. Contractor
shall obtain all necessary insurance as may be required in order to protect Contractor’s
insurable interests for its rights and obligations described within this Agreement, including,
but not limited to, liability insurance, automobile insurance, worker’s compensation
insurance, and/or insurance of the photographs. Contractor shall bear any and all risks of, and
actual, loss of, theft of, and/or damage to the photographs prepared for City.
12. Discrimination prohibited. In performing services pursuant to this Agreement, Contractor
shall not unlawfully discriminate in violation of any federal, state or local law, rule or
regulation against any person on the basis of race, color, religion, sex, national origin or
ancestry, age or disability.
13. Construction and severability. If any part of this Agreement is held to be invalid or
unenforceable, such holding will not affect the validity or enforceability of any other part of
this Agreement so long as the remainder of the Agreement is reasonably capable of
completion.
14. Entire agreement. This Agreement constitutes the entire understanding between the Parties.
This Agreement supersedes any and all statements, promises, or inducements made by either
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PROFESSIONAL SERVICES AGREEMENT FOR PHOTOGRAPHY SERVICES
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party, or agents of either party, whether oral or written, whether previous to the execution
hereof or contemporaneous herewith. The terms of this Agreement may not be enlarged,
modified or altered except upon written agreement signed by both parties hereto.
15. Non-waiver of breach. A waiver of any breach of any of the provisions of this Agreement
shall not be construed as a continuing waiver of other breaches of the same or other
provisions hereof.
16. Assignment. Contractor may not sub-contract, assign, transfer, hypothecate or sell its rights
including the right to compensation) or duties arising hereunder without the prior express
written consent of City. Any subcontractor assignee will be bound by all the terms and
conditions of this Agreement.
17. Heirs and assigns. This Agreement shall be binding upon the parties hereto, their heirs,
successors, assigns, and personal representatives and references to Contractor and City shall
include their respective heirs, successors, assigns, and personal representatives.
18. Termination. If City determines that Contractor has failed to comply with the terms and
conditions of this Agreement, violated any of the covenants, agreements, and/or stipulations
of this Agreement, falsified any record or document required to be prepared under this
Agreement, engaged in fraud, dishonesty, or any other act of misconduct in the performance
of this Agreement, City may terminate this Agreement in whole, or in part, at any time, by
giving notice, in writing, to Agreement of any or all deficiencies claimed. The notice will be
sufficient for all purposes if it describes the default in general terms and provides a
reasonable time to cure. If all defaults are not cured and corrected within a reasonable period
as specified in the notice, City may, with no further notice, declare this Agreement to be
terminated. Notwithstanding the above or any other provision of this Agreement, Contractor
shall not be relieved of liability to City for damages sustained by City by virtue of any breach
of this Agreement by Contractor. This provision shall survive the termination of this
Agreement and shall not relieve Contractor of liability to City for damages.
19. Attorney's fees. In any action by City or Contractor for recovery of any sum due under this
Agreement, or to enforce any of the terms, covenants, or conditions contained herein, the
prevailing party shall be entitled to reasonable attorney's fees in addition to costs and
necessary disbursements incurred in such action.
20. Governing law. This Agreement shall be governed by the laws of the State of Idaho.
21. City Council approval required. The validity of this Agreement shall be expressly
conditioned upon City Council action approving the Agreement. Execution of this
Agreement by the persons referenced below prior to such ratification or approval shall not be
construed as proof of validity in the absence of Meridian City Council approval.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the this
day of __________________________, 2018.
Meridian City Council Meeting Agenda October 2, 2018 – Page 197 of 580
CONTRACTOR;
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CITY OF MERIDIAN
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AND PHOTOGRAPH PURCHASING AGREEMENT PAGE 5
PROFESSIONAL SERVICES AGREEMENT FOR PHOTOGRAPHY SERVICES
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EXHIBIT A
RESPONSE FROM CONTRACTOR
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