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HomeMy WebLinkAboutProfessional Service Agreement with The Land Group for Photography ServicesAGREEMENT FOR PHOTOGRAPHIC SERVICES THIS AGREEMENT FOR INSTRUCTOR SERVICES is made this 26t" day of JUNE , 2009, and entered into by and between the City of Meridian, a municipal corporation organized under the laws of the State of Idaho, hereinafter referred to as "CITY", 33 East Broadway Avenue, Meridian, Idaho 83642, and The Land Group ,hereinafter referred to as "CONSULTANT", whose business address is 462 E. Shore Drive, Suite 100, Eagle, ID 83616, . INTRODUCTION. Whereas, the City has a need for services involving PHOTOGRAPHY SERVICS ;and WHEREAS, the Consultant is specially trained, experienced and competent to perform and has agreed to provide such services; NOW, THEREFORE, in consideration of the mutual promises, covenants, terms and conditions hereinafter contained, the parties agree as follows: TERMS AND CONDITIONS Scope of Services: 1.1 CONSULTANT shall perform and furnish to the City upon execution of this Agreement and receipt of the City's written notice to proceed, all services, and comply in all respects, as specified below. a. PHOTOGRAPHY SERVICES b. See Scope of Services Attachment A below: The Consultant shall provide services and work under this Agreement consistent with the requirements and standards established by applicable federal, state and city laws, ordinances, regulations and resolutions. The Consultant represents and warrants that it will perform it's work in accordance with generally accepted industry standards and practices for the profession or professions that are used in performance of this INSTRUCTOR SERVICES AGREEMENT -page 1 of 9 Agreement and that are in effect at the time of performance of this Agreement. 2. Consideration 2.1 The Consultant shall be compensated on a time and Materials basis as provided below for full and complete compensation under this agreement. The Consultant shall provide the City with a monthly statement, as services warrant. The City will not withhold any Federal or State income taxes or Social Security Tax from any payment made by City to Consultant under the terms and conditions of this Agreement. 3. Time of Performance: This agreement shall become effective upon execution by both parties, and shall expire upon completion of the agreed upon services unless sooner terminated as provided below or unless some other method or time of termination is listed in Exhibit A. (NOTE: should be no later than the end of the current fiscal year] This Agreement shall terminate automatically on the occurrence of (a) bankruptcy or insolvency of either party, or (b) sale of Consultants business. 4. Independent Contractor: 4.1 In all matters pertaining to this agreement, CONSULTANT shall be acting as an independent contractor, and neither CONSULTANT nor any officer, employee or agent of CONSULTANT will be deemed an employee of CITY. 5. Notices: Any and all notices required to be given by either of the parties hereto, unless otherwise stated in this agreement, shall be in writing and be deemed communicated when mailed in the United States mail, certified, return receipt requested, addressed as follows: City of Meridian Purchasing Agent 33 E. Idaho Avenue Meridian, Idaho 83642 The Land Group 426 E. Shore Drive, Suite 100 Eagle, ID 83616 INSTRUCTOR SERVICES AGREEMENT -page 2 of 9 Either party may change their address for the purpose of this paragraph by giving written notice of such change to the other in the manner herein provided. 6. Attorney Fees: Should any litigation be commenced between the parties hereto concerning this Agreement, the prevailing party shall be entitled, in addition to any other relief as may be granted, to court costs and reasonable attorneys' fees as determined by a Court of competent jurisdiction. This provision shall be deemed to be a separate contract between the parties and shall survive any default, termination or forfeiture of this Agreement. 7. Time is of the Essence: The parties hereto acknowledge and agree that time is strictly of the essence with respect to each and every term, condition and provision hereof, 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. 8. Assignment: It is expressly agreed and understood by the parties hereto, that CONSULTANT shall not have the right to assign, transfer, hypothecate or sell any of its rights under this Agreement except upon the prior express written consent of CITY. 9. Discrimination Prohibited: In performing the Services required herein, CONSULTANT 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. 10. Compliance with Laws: In performing the scope of services required hereunder, CONSULTANT shall comply with all applicable laws, ordinances, and codes of Federal, State, and local governments. 11. Changes: The CITY may, from time to time, request changes in the Scope of Services to be performed hereunder. Such changes, including any increase or decrease in the amount of CONSULTANT'S compensation, which are mutually agreed upon by and between the CITY and CONSULTANT, shall be incorporated in written amendments to this Agreement. 12. Indemnification and Insurance: a. CONTRACTOR shall indemnify and save and hold harmless CITY from and for any and all losses, claims, actions, judgments for damages, or injury to persons or property and losses and expenses and other costs INSTRUCTOR SERVICES AGREEMENT -page 3 of 9 including litigation costs and attorney's fees, arising out of, resulting from, or in connection with the performance of this Agreement by the CONTRACTOR, its servants, agents, officers, employees, guests, and business invitees, and not caused by or arising out of the tortuous conduct of CITY or its employees. CONTRACTOR shall maintain, and specifically agrees that it will maintain, throughout the term of this Agreement, liability insurance, in which the CITY shall be named an additional insured in the minimum amounts as follow: General Liability One Million Dollars ($1,000,000) per incident or occurrence, Automobile Liability Insurance One Million Dollars ($1,000,000) per incident or occurrence and Workers' Compensation Insurance, in the statutory limits as required by law.. The limits of insurance shall not be deemed a limitation of the covenants to indemnify and save and hold harmless CITY; and if CITY becomes liable for an amount in excess of the insurance limits, herein provided, CONTRACTOR covenants and agrees to indemnify and save and hold harmless CITY from and for all such losses, claims, actions, or judgments for damages or injury to persons or property and other costs, including litigation costs and attorneys' fees, arising out of, resulting from , or in connection with the performance of this Agreement by the Contractor or Contractor's officers, employs, agents, representatives or subcontractors and resulting in or attributable to personal injury, death, or damage or destruction to tangible or intangible property, including use of. CONTRACTOR shall provide CITY with a Certificate of Insurance, or other proof of insurance evidencing CONTRACTOR'S compliance with the requirements of this paragraph and file such proof of insurance with the CITY at least ten (10) days prior to the date Contractor begins performance of it's obligations under this Agreement. In the event the insurance minimums are changed, CONTRACTOR shall immediately submit proof of compliance with the changed limits. Evidence of all insurance shall be submitted to the City Purchasing Agent with a copy to Meridian City Accounting, 33 East Broadway Avenue, Meridian, Idaho 83642. 12.2 Any deductibles, self-insured retention, or named insureds must be declared in writing and approved by the City. At the option of the City, either: the insurer shall reduce or eliminate such deductibles, self-insured retentions or named insureds; or the Contractor shall provide a bond, cash or letter of credit guaranteeing payment of losses and related investigations, claim administration and defense expenses. b. To the extent of the indemnity in this contract, Contractor's Insurance coverage shall be primary insurance regarding the City's elected officers, officials, employees and volunteers. Any insurance or self-insurance maintained by the City or the City's elected officers, INSTRUCTOR SERVICES AGREEMENT -page 4 of 9 officials, employees and volunteers shall be excess of the Contractor's insurance and shall not contribute with Contractor's insurance except as to the extent of City's negligence. c. The Contractor's insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability. 12.3 All insurance coverages for subcontractors shall be subject to all of the insurance and indemnity requirements stated herein. 12.4 The limits of insurance described herein shall not limit the liability of the Contractor and Contractor's agents, representatives, employees or subcontractors. 13. Termination: If, through any cause, CONSULTANT, its officers, employees, or agents fails to fulfill in a timely and proper manner its obligations under this Agreement, violates any of the covenants, agreements, or stipulations of this Agreement, falsifies any record or document required to be prepared under this agreement, engages in fraud, dishonesty, or any other act of misconduct in the performance of this contract, or if the City Council determines that termination of this Agreement is in the best interest of CITY, the CITY shall thereupon have the right to terminate this Agreement by giving written notice to CONSULTANT of such termination and specifying the effective date thereof at least fifteen (15) days before the effective date of such termination. CONSULTANT may terminate this agreement at any time by giving at least sixty (60) days notice to CITY. In the event of any termination of this Agreement, all finished or unfinished documents, data, and reports prepared by CONSULTANT under this Agreement shall, at the option of the CITY, become its property, and CONSULTANT shall be entitled to receive just and equitable compensation for any work satisfactorily complete hereunder. Notwithstanding the above, CONSULTANT shall not be relieved of liability to the CITY for damages sustained by the CITY by virtue of any breach of this Agreement by CONSULTANT, and the CITY may withhold any payments to CONSULTANT for the purposes of set-off until such time as the exact amount of damages due the CITY from CONSULTANT is determined. This provision shall survive the termination of this agreement and shall not relieve CONSULTANT of its liability to the CITY for damages. INSTRUCTOR SERVICES AGREEMENT -page 5 of 9 14. 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. 15. Advice of Attorney: Each party warrants and represents that in executing this Agreement, it has received independent legal advice from it's attorney's or the opportunity to seek such advice. 16. Entire Agreement: This Agreement contains the entire agreement of the parties and supersedes any and all other agreements or understandings, oral of written, whether previous to the execution hereof or contemporaneous herewith. 17. Applicable Law: This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Idaho, and the ordinances of the City of Meridian. 18. Approval Required: This Agreement shall not become effective or binding until approved by the City of Meridian. CITY OF MERIDIAN BY: - ~- ST VE SIDDO AY, DIR CTOR OF PARKS & RECREATION Attest: CONSULTANT -, ~ BY: ~TFD DER ~ ~~~ 9Q~~T ts~ , ~O ,, ,, AUNTY Approved as to Content ~~~~"""" ~, ~~Y BY: KEIT T / URCHASING MANAGER ~o~' .~~ `~ Department Approval By: INSTRUCTOR SERVICES AGREEMENT -page 6 of 9 graphic design is 2.5 hours. Total Estimated Cost for Photography & Graphic Design: $425 Reimbursable Expenses -Private automobile travel at $0.585 per mile plus an hourly rate of $85/hour. Total Estimated Cost for Travel: $75 TOTAL NOT-TO-EXCEED AMOUNT $2,525.00 INSTRUCTOR SERVICES AGREEMENT -page 9 of 9 Photography Agreement For City of Meridian Parks & Recreation Department June 24, 2009 City of Meridian Parks and Recreation Dept. Attn: Steve Siddoway 33 E Broadway Meridian, ID. 83642 Dear Steve, We are pleased to submit this proposal for Pi°ofessional Photography Sewices in connection with the City of Meridian. We are aware of your project needs and feel confident that we can meet yoLU- needs. The following reviews the type and scope of services to be provided. SCOPE OF SERVICES PHOTOGRAPHY The Land Group will provide photography to shoot a variety of 8 photos to be used in a collage on three boards. The City of Meridian will own these photos outright to be used as needed for their marketing purposes. Estimated time to complete this project is approximately ] 0 hours. The Land Group, Inc. will also do the color adjustments and design the layout for the City of Meridian. This task includes color correction of photos, burning photos to disk, and graphic layout of three boards 30" x 40". It is understood that the city of Meridian will do all of the printing on boards. The estimated time for color correction and graphic design is 10 hours. Total Estimated Cost for Photography & Graphic Design: $1,700 Reimbursable Expenses -Private automobile travel at $0.585 per mile plus an hourly rate of $85/hour. Total Estimated Cost for Travel: $325 Additional Photos -The Land Group agree to sell logo free stock photos to the City of Meridian for them to use in their marketing as they wish for the cost of $100 each. It is understood that there is a possibility that The Land Group, Inc. may also use these photos in its own marketing. Total time and Materials Not to Exceed: $2, 025 Stdve Siddow