Hull Film For Meridian Historical Virtual Tour Photos PROFESSIONAL SERVICES AGREEMENT FOR
MERIDIAN HISTORICAL VIRTUAL TOUR PHOTOS
This PROFESSIONAL SERVICES AGREEMENT FOR MERIDIAN HISTORICAL
VIRTUAL TOUR PHOTOS ("Agreement") is made this 7th day of July,2020 "Effective
Date"),by and between the City of Meridian, a municipal corporation organized under the laws
of the State of Idaho ("City"), and Brandon L. Hull/Hull Film, LLC, an individual whose address
is 1303 E. Portobello Ct., Eagle, Idaho, 83616 ("Contractor"). (City and Contractor may
hereinafter be collectively referred to as "Parties.")
WHEREAS, City desires that the public experience the history of Meridian with an
immersive virtual tour, and to that end, solicited proposals for a series of Panoramic 360-degree
photos and large format stills to be used in the Meridian Virtual Tour digital app,print brochure,
and other uses ("Project");
WHEREAS, Contractor proposed to produce panoramic, 360-degree photos and large-
format still photos, at two locations of historic value, in the city of Meridian, which proposal is
attached here as Exhibit A ("Proposal");
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged and agreed, and in consideration of the mutual promises and
covenants herein contained, the Parties agree as follows:
I. SCOPE OF SERVICES.
Contractor shall produce, and deliver to City, (7)panoramic, 360-degree photographs and
(12) large format still photographs as described in Proposal, including, specifically: (3)
panoramic 360-degree photographs and(6) large-format still photographs at the City
Hall/Creamery tour site, located at 33 E. Broadway Avenue, Meridian, Idaho ("Site A"), plus
(4)panoramic, 360-degree photographs and(6) large-format still photographs at the Meridian
Speedway tour site, located at 335 S. Main Street, in Meridian, Idaho ("Site B"). All
photographs produced by Contractor under this Agreement may hereinafter be referred to as
"Deliverables."
II. COMPENSATION.
A. Total amount. The total payment to Contractor for Deliverables and all related services
provided under this Agreement shall be four thousand, seven hundred dollars
($4,700.00). This amount shall constitute full compensation for any and all
conceptualization, pre-production planning, travel, materials, production time, and use of
the final product, as well as all use rights and copyrights.
B. Method of payment. Within seven(7) days of delivery, Contractor shall provide an
invoice for Deliverables, 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 Contractor under the terms and conditions of this Agreement.
PROFESSIONAL SERVICES AGREEMENT—HISTORIC SITE PHOTOGRAPHS PAGE I
Meridian City Council Meeting Agenda July 7,2020— Page 459 of 814
Payment of all taxes and other assessments on such sums shall be the sole responsibility
of Contractor.
III. TIME OF PERFORMANCE.
A. Timeline. Contractor shall deliver Deliverables to City by 5:00 p.m. on Friday, August
21, 2020.
B. Time of the essence. The Parties acknowledge that services provided under this
Agreement shall 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.
IV. CREATION,INTEGRITY,AND OWNERSHIP OF PROJECT.
A. Waiver and relinquishment of rights. Contractor shall, and hereby does, expressly
waive any and all right, title, or interest in the Deliverables and/or Project. Contractor
understands that this waiver shall include waivers of the rights of reproduction,
adaptation,publication, and display, except as otherwise permitted by this Agreement.
Contractor agrees to relinquish any and all rights, title, and interest in the Deliverables
developed in connection with this Agreement, and hereby expressly waives any rights
Contractor has or may have to the Deliverables or Project, including,but not limited to,
the rights afforded Contractors under the Copyright Act of 1976 and the Visual Arts
Rights Act of 1990, Title 17 U.S.C. §§ 101 et seq. Contractor understands and agrees that
the right of attribution and integrity, as specifically set forth in 17 U.S.C. § 106A, are
hereby expressly waived except as otherwise provided herein. Under 17 U.S.C. § 201(b),
City is the author of the Project and therefore owns all of rights comprised in the
copyright. Further, 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.
B. Exclusivity. Contractor warrants and represents that the Deliverables produced pursuant
to this Agreement have never heretofore been designed, created,published, or copied and
that Contractor is the sole creator and owner of all rights in the Deliverables.
C. Ownership. Upon Contractor's delivery of the Deliverables, the Deliverables shall be
owned by City.
D. No copyright. Contractor shall not make any claim to the copyright of the Deliverables
or Project.
E. Contractor's Copies of Deliverables. Contractor may retain reduced quality versions of
the Deliverables as Contractor may desire for marketing, educational and public
information purposes. Where practicable, Contractor shall acknowledge on each such
PROFESSIONAL SERVICES AGREEMENT-HISTORIC SITE PHOTOGRAPHS PAGE 2
Meridian City Council Meeting Agenda July 7,2020— Page 460 of 814
reproduction the URL of the Project,provided that reproductions shall not be identified
as or represented to be the finished Project.
F. Subcontracting or assignment of obligations. Contractor shall not subcontract or assign
any of Contractor's obligations under this Agreement that require or that may require
Contractor's creative talent or expertise. Contractor may subcontract or assign
obligations that do not require Contractor's creative talent or expertise, including, but not
limited to, such obligations as editing or retouching Deliverables, and other obligations as
outlined in Contractor's proposal as set forth in Exhibit A. Any and all subcontractors or
assignees shall be bound by all the terms and conditions of this Agreement.
V. INDEMNIFICATION,WAIVER,AND INSURANCE.
A. Indemnification. Contractor shall indemnify, save, and hold harmless the City and any
and all of its employees, agents, volunteers, and/or elected officials from any and all
losses, claims, and judgments for damages or injury to persons or property, and from any
and all losses and expenses caused or incurred by Contractor or Contractor's servants,
agents, employees, guests, and/or business invitees, occurring before City's Final
Acceptance of the Project.
B. Waiver. 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, whether such loss or damage may be attributable to known or unknown
conditions, except for liability arising out of concurrent or sole negligence of City or its
officers, agents or employees.
C. Insurance to be obtained by Contractor. Contractor acknowledges and understands
that City shall not provide insurance or benefit coverage of any kind for injury, death, or
illness related to Contractor's provision of services under this Agreement. Contractor
shall obtain and shall maintain, at Contractor's own expense, insurance in an amount
necessary to insure Contractor's insurable interests.
VI. TERMINATION.
A. Termination for cause. If City determines that Contractor has failed to comply with any
term or condition 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; or if either Party willfully or negligently defaults in, or
fails to fulfill, its material obligations under this Agreement; the other Party shall have
the right to terminate the Agreement by giving written notice to the defaulting party of its
intent to terminate, and shall specify the grounds for termination. The defaulting party
shall have thirty(30) days after receipt of such notice to cure the default. If the default is
PROFESSIONAL SERVICES AGREEMENT—HISTORIC SITE PHOTOGRAPHS PAGE 3
Meridian City Council Meeting Agenda July 7,2020— Page 461 of 814
not cured within such period, this Agreement shall be terminated upon mailing of written
notice of such termination by the terminating party.
1. Default by City. In the event of termination for non-performance or default by City,
City shall compensate Contractor for work actually delivered by Contractor prior to
the date of written notice of termination and any verified additional services and
materials actually performed or supplied prior to the date of written notice of
termination, less payments of compensation previously made, not to exceed the total
amount of compensation allowed hereunder.
2. Default by Contractor. In the event of termination for non-performance or default
by Contractor, all finished and unfinished photographs and/or any and all other work
products prepared and submitted or prepared for submission under this Agreement
shall, at City's option, become City's property. Notwithstanding this provision,
Contractor shall not be relieved of any liability for damages sustained by City
attributable to Contractor's default or breach of this Agreement. City may reasonably
withhold payments due until such time as the exact amount of damages due to City
from Contractor is determined. Contractor shall not be relieved of liability to City for
damages sustained by City by virtue of any breach or default 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.
B. Termination without cause. City may terminate this Agreement for any reason at any
time by providing fourteen(14) days' notice to Contractor.
C. Non-waiver of breach. A waiver of any breach or default of any provision of this
Agreement shall not be construed as a waiver of a breach of the same or any other
provision hereof.
VII. GENERAL PROVISIONS.
A. Relationship of Parties. It is the express intention of Parties that Contractor is an
independent contractor and neither Contractor nor any officer, employee, subcontractor,
assignee, or agent of Contractor shall be deemed an employee, agent,joint venturer, or
partner of City in any manner or for any purpose. 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. Specifically, without limitation, Contractor understands, acknowledges, and
agrees:
I. Contractor is free from actual and potential control by City in the provision of
services under this Agreement.
2. Contractor is engaged in an independently established trade, occupation,profession,
or business.
3. Contractor has the authority to hire subordinates.
PROFESSIONAL SERVICES AGREEMENT—HISTORIC SITE PHOTOGRAPHS PAGE 4
Meridian City Council Meeting Agenda July 7,2020— Page 462 of 814
4. Contractor owns and/or will provide all major items of equipment necessary to
perform services under this Agreement.
B. Compliance with law. Throughout the course of this Agreement, Contractor shall
comply with any and all applicable federal, state, and local laws.
C. Non-Discrimination. Throughout the course of this Agreement, Contractor shall not
discriminate against any person as to race, creed, religion, sex, age, national origin,
sexual orientation or any physical, mental, or sensory handicap.
D. Entire Agreement. This Agreement constitutes the entire understanding between the
Parties. This Agreement supersedes any and all statements, promises, or inducements
made by either 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.
E. Costs and attorneys' fees. If either party brings any action or proceedings to enforce,
protect or establish any right or remedy under the terms and conditions of this
Agreement, the prevailing party shall be entitled to recover reasonable costs and
attorneys' fees, as determined by a court of competent jurisdiction, in addition to any
other relief awarded.
F. Agreement governed by Idaho law. The laws of the State of Idaho shall govern the
validity, interpretation,performance and enforcement of this Agreement. Venue shall be
in the courts of Ada County, Idaho.
G. Cumulative Rights and Remedies. All rights and remedies herein enumerated shall be
cumulative and none shall exclude any other right or remedy allowed by law. Likewise,
the exercise of any remedy provided for herein or allowed by law shall not be to the
exclusion of any other remedy.
H. Severability. If any provision of this Agreement is found by a court of competent
jurisdiction to be illegal, invalid, or unenforceable, the remainder of this Agreement shall
not be affected.
I. Successors and Assigns. All of the terms,provisions, covenants and conditions of this
Agreement shall inure to the benefit of, and shall be binding upon, each party and their
successors, assigns, legal representatives, heirs, executors, and administrators.
J. Notice.Any and all notice required to be provided by either of the Parties hereto,unless
otherwise stated in this Agreement, shall be in writing and shall be deemed
communicated upon mailing by United States Mail, addressed as follows:
Contractor: City:
Brandon L. Hull/Hull Film Audrey Belnap
PROFESSIONAL SERVICES AGREEMENT—HISTORIC SITE PHOTOGRAPHS PAGE 5
Meridian City Council Meeting Agenda July 7,2020— Page 463 of 814
1303 E. Portobello Ct. Parks and Recreation Department
Eagle ID 83616 33 E. Broadway Ave.
(208) 866-7874 Meridian ID 83642
brandon@hullfilm.com (208) 489-0399
abelnap@meridiancity.org
Either party may change its address for the purpose of this provision by giving written
notice of such change in the manner herein provided.
K. Exhibits. All exhibits to this Agreement are incorporated by reference and made a part
of hereof as if the exhibits were set forth in their entirety herein.
L. 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
Effective Date first written above.
CONTRACTOR:
Brandon L. Hull
CITY OF MERIDIAN:
BY: Attest:
Robert E. Simison, Mayor Chris Johnson, City Clerk
PROFESSIONAL SERVICES AGREEMENT—HISTORIC SITE PHOTOGRAPHS PAGE 6
Meridian City Council Meeting Agenda July 7,2020— Page 464 of 814
EXHIBIT A
CONTRACTOR'S PROPOSAL
PROFESSIONAL SERVICES AGREEMENT—HISTORIC SITE PHOTOGRAPHS PAGE 7
Meridian City Council Meeting Agenda July 7,2020— Page 465 of 814
HULLFILM
Eagle,Ill.83616
))Lips:fl�ll�Iti�1tY-CO[tSfpOt[15�1u
2 08-866-7 874
brandonlPhuitfilm.€om
To: Audrey Belnap, Meridian HPC
From: Brandon L. Hull, HULLFILM
Date: 05/21/20
Re: Meridian Historical Virtual Tour
OVERVIEW: To continue the interactive virtual tour consisting of Panoramic 360's and
Large-Format Stills highlighting the history of the city of Meridian. The Virtual Tour
features compatibility with computers, tablets, and mobile phones.
ABOUT THE TOUR: The next stage of the virtual tour will focus on two locations:
1. City Hall/Creamery Site
2. Meridian Speedway
LOCATION 1: City Hall/Creamery Site
3 x Panoramic 360's
- 360 1 Front of City Hall
- 360 2 Historical Center (inside)
- 360 3 Meridian between Broadway/Railroad Streets (Rear View)
+ up to 12 augmented POI's
6 x Large-Format Stills
- Photo 1 City Hall
- Photo 2 Time Capsule
- Photo 3 Meridian Road Rear View (line up w/ historical of creamery)
- Photo 4 City Hall and Mill (line up w/ historical of creamery/mill)
- Photo 5 City Hall (line up w/ historical of creamery)
- Photo 6 Historical Center
LOCATION 2: Meridian Speedway
4 x Panoramic 360's
- 360 1 West Grandstand
- 360 2 North Grandstand
- 360 3 Center of Racetrack
- 360 4 Entrance/Ticket Booth area
+ up to 16 augmented POI's
Meridian City Council Meeting Agenda July 7,2020— Page 466 of 814
6 x Large-Format Stills
- Photo 1 Speedway with Water Tower
- Photo 2 West Grandstand
- Photo 3 North Grandstand
- Photo 4 Pit Area
- Photo 5 Ticket Booth/Concessions
- Photo 6 View from Water Tower
COST AND TIMELINES: The suggested offering above featuring 7 Panoramic 360's
and 12 Large-Format Stills, along with the full update and delivery of the virtual tour,
would cost $4,700. Once production has commenced, the project will take
approximately 30 days to deliver the final working tour.
CONCLUSION: This continues to be a very exciting time in the history of the City of
Meridian, with changes occurring in every direction. Having the foresight to capture and
preserve the City as it is at this time using cutting-edge technology that can be
accessed by the vast majority of citizens, will encourage preservation. The images
produced for the tour are history as soon as the photo is taken, and with the assistance
of the virtual tour tool, over time it will be possible to shoot the same locations again and
see the changes at each. This is a long-term project, built in individual pieces over time.
Thank you for considering this,
Sincerely,
Brandon
Brandon L. Hull
HULLFILM
208-866-7874
brandon@hullfilm.com
HULLFILM 360: https://hulifilm.com
Meridian City Council Meeting Agenda July 7,2020— Page 467 of 814