Loading...
HomeMy WebLinkAboutBuhla, Anil 2011-09-16AGREEMENT FOR PHOTOGRAPHY SERVICES This Agreement, made and entered on September 16, 2011 ("Effective Date"), by and between CITY OF UKIAH, CALIFORNIA, hereinafter referred to as "City" and Anil Buhla, a sole proprietor, hereinafter referred to as "Consultant". RECITALS This Agreement is predicated on the following facts a. City requires on-call photographic services to promote businesses generating transient occupancy tax in the City of Ukiah. b. Consultant represents that he has the qualifications, skills, experience to provide these services, and is willing to provide them according to the terms of this Agreement. C. City and Consultant agree upon the Scope-of-Work attached hereto as Attachment "A," describing services to be provided pursuant to this Agreement. TERMS OF AGREEMENT 1.0 DESCRIPTION OF PROJECT 1.1 The Project is described in detail in the attached Scope-of-Work (Attachment "A"). 2.0 SCOPE OF SERVICES 2.1 As set forth in Attachment "A". 2.2. Additional Services. Additional services, if any, shall only proceed upon written agreement between City and Consultant. The written Agreement shall be in the form of an Amendment to this Agreement. 3.0 CONDUCT OF WORK 3.1 Time of Completion. Consultant shall commence performance of services as required by the Scope-of-Work upon receipt of a Notice to Proceed from City and shall complete such services for a period of not less than one year, subject to the right of either party to terminate this agreement as provided in ¶7.9. 4.0 COMPENSATION FOR SERVICES 4.1 Basis for Compensation. For the performance of the professional services of this Agreement, Consultant shall be compensated on a time and expense basis, as described in Exhibit B, attached hereto, not to exceed a guaranteed maximum dollar amount of $5,000. 4.2 Changes. Should changes in compensation be required because of changes to the Scope-of-Work of this Agreement, the parties shall agree in writing to any changes in compensation. "Changes to the Scope-of-Work" means different activities than those Std - ProtSvcsAgeeme"t- August 2011 PAGE IOF7 described in Attachment "A" and not additional time to complete those activities than the parties anticipated on the date they entered this Agreement. 4.3 Sub-contractor Payment. The use of sub-consultants or other services to perform a portion of the work of this Agreement shall be approved by City prior to commencement of work. The cost of sub-consultants shall be included within guaranteed not-to-exceed amount set forth in Section 4.1. 4.4 Terms of Payment. Payment to Consultant for services rendered in accordance with this contract shall be based upon submission of invoices for the work satisfactorily performed prior to the date of the invoice, not more often than 60 days. Payment for approved invoices shall be due and payable thirty (30) days after receipt by City. The invoices shall provide a description of each item of work performed, the time expended to perform each task, the fees charged for that task, and the direct expenses incurred and billed for. Invoices shall be accompanied by documentation sufficient to enable City to determine progress made and to support the expenses claimed. 5.0 ASSURANCES OF CONSULTANT 5.1 Independent Contractor. Consultant is an independent contractor and is solely responsible for its acts or omissions. Consultant (including its agents, servants, and employees) is not the City's agent, employee, or representative for any purpose. It is the express intention of the parties hereto that Consultant is an independent contractor and not an employee, joint venturer, or partner of City for any purpose whatsoever. City shall have no right to, and shall not control the manner or prescribe the method of accomplishing those services contracted to and performed by Consultant under this Agreement, and the general public and all governmental agencies regulating such activity shall be so informed. Those provisions of this Agreement that reserve ultimate authority in City have been inserted solely to achieve compliance with federal and state laws, rules, regulations, and interpretations thereof. No such provisions and no other provisions of this Agreement shall be interpreted or construed as creating or establishing the relationship of employer and employee between Consultant and City. Consultant shall pay all estimated and actual federal and state income and self- employment taxes that are due the state and federal government and shall furnish and pay worker's compensation insurance, unemployment insurance and any other benefits required by law for himself and his employees, if any. Consultant agrees to indemnify and hold City and its officers, agents and employees harmless from and against any claims or demands by federal, state or local government agencies for any such taxes or benefits due but not paid by Consultant, including the legal costs associated with defending against any audit, claim, demand or law suit. Consultant warrants and represents that it is a properly licensed professional or professional organization with a substantial investment in its business and that it maintains its own offices and staff which it will use in performing under this Agreement. 5.2 Conflict of Interest. Consultant understands that its professional responsibility is solely to City. Consultant has no interest and will not acquire any direct or indirect interest that would conflict with its performance of the Agreement. Consultant shall not in the performance of this Agreement employ a person having such an interest. If the City Std - ProfSvcsAgreement- August 2011 PAGE 2 OF 7 Manager determines that the Consultant has a disclosure obligation under the City's local conflict of interest code, the Consultant shall file the required disclosure form with the City Clerk within 10 days of being notified of the City Manager's determination. 6.0 INDEMNIFICATION 6.1 Insurance Liability. Without limiting Consultant's obligations arising under Paragraph 6.2 Consultant shall not begin work under this Agreement until it procures and maintains for the full period of time allowed by law, surviving the termination of this Agreement insurance against claims for injuries to persons or damages to property, which may arise from or in connection with its performance under this Agreement. A. Minimum Scope of Insurance Coverage shall be at least as broad as: ISO Form No. CA 0001 (Ed. 1/87) covering Automobile Liability, Code 1 "any auto" or Code 8, 9 if no owned autos and endorsement CA 0025. B. Minimum Limits of Insurance Consultant shall maintain limits no less than: Automobile Liability: $500,000 combined single limit per accident for bodily injury and property damage. C. Deductibles and Self-Insured Retentions Any deductibles or self-insured retentions must be declared to and approved by the City. D. Acceptability of Insurers Insurance is to be placed with admitted California insurers with an A.M. Best's rating of no less than A- for financial strength, AA for long-term credit rating and AMB-1 for short-term credit rating. E. Verification of Coverage Consultant shall furnish the City with Certificates of Insurance. The Certificates are to be signed by a person authorized by that insurer to bind coverage on its behalf. The Certificates are to be on forms approved by the City. The City reserves the right to require complete, certified copies of all required insurance policies, at any time. If Consultant fails to provide the coverages required herein, the City shall have the right, but not the obligation, to purchase any or all of them. In that event, the cost of insurance becomes part of the compensation due the contractor after notice to Consultant that City has paid the premium. G. Subcontractors Std - PretSvcsAgreecnent- August 2011 PAGE 3 OF 7 Consultant shall include all subcontractors or sub-consultants as insured under its policies or shall furnish separate certificates and endorsements for each sub- contractor or sub-consultant. All coverage for sub-contractors or sub-consultants shall be subject to all insurance requirements set forth in this Paragraph 6.1. 6.2 Indemnification. Notwithstanding the foregoing insurance requirements, and in addition thereto, Consultant agrees, for the full period of time allowed by law, surviving the termination of this Agreement, to indemnify the City for any claim, cost or liability that arises out of, or pertains to, or relates to any negligent act or omission or the willful misconduct of Consultant in the performance of services under this contract by Consultant, but this indemnity does not apply to liability for damages for death or bodily injury to persons, injury to property, or other loss, arising from the sole negligence, willful misconduct or defects in design by the City, or arising from the active negligence of the City. "Indemnify," as used herein includes the expenses of defending against a claim and the payment of any settlement or judgment arising out of the claim. Defense costs include all costs associated with defending the claim, including, but not limited to, the fees of attorneys, investigators, consultants, experts and expert witnesses, and litigation expenses. References in this paragraph to City or Consultant, include their officers, employees, agents, and subcontractors. 7.0 CONTRACT PROVISIONS 7.1 Ownership of Work. All documents furnished to Consultant by City and all documents or reports and supportive data prepared by Consultant under this Agreement are owned and become the property of the City upon their creation. 7.2 Trademarks, Copyrights, and Patents. Consultant agrees to save, keep, hold harmless, protect and indemnify the City and any of its officers or agents from any damages, cost, or expenses in law or equity from infringement of any patent, trademark, service mark or copyright of any person or persons, or corporations in consequence of the use by City of any materials supplied by Consultant in the performance of this Agreement. 7.3 Governing Law. Consultant shall comply with the laws and regulations of the United States, the State of California, and all local governments having jurisdiction over this Agreement. The interpretation and enforcement of this Agreement shall be governed by California law and any action arising under or in connection with this Agreement must be filed in a Court of competent jurisdiction in Mendocino County. 7.4 Entire Agreement. This Agreement plus its Attachment(s) and executed Amendments set forth the entire understanding between the parties. 7.5 Severability. If any term of this Agreement is held invalid by a court of competent jurisdiction, the remainder of this Agreement shall remain in effect. 7.6 Modification. No modification of this Agreement is valid unless made with the agreement of both parties in writing. Std - ProlSvesAgreement- August N11 PAGE 4 OF 7 7.7 Assignment. Consultant's services are considered unique and personal. Consultant shall not assign, transfer, or sub-contract its interest or obligation under all or any portion of this Agreement without City's prior written consent. 7.8 Waiver. No waiver of a breach of any covenant, term, or condition of this Agreement shall be a waiver of any other or subsequent breach of the same or any other covenant, term or condition or a waiver of the covenant, term or condition itself. 7.9 Termination. This Agreement may be terminated by either party with or without cause on ten (10) days prior written notice to the other party. Upon termination, Consultant shall be entitled to receive just and equitable compensation for any work satisfactorily completed hereunder, subject to off-set for any direct or consequential damages City may incur as a result of Consultant's breach of contract. 7.10 Duplicate Originals. This Agreement may be executed in duplicate originals, each bearing the original signature of the parties. When so signed, each such document shall be admissible in administrative or judicial proceedings as proof of the terms of the Agreement between the parties. 8.0 NOTICES Any notice given under this Agreement shall be in writing and deemed given when personally delivered, including by fax or email (with evidence of receipt), or 48 hours after deposit in the U.S. mail with proper first class postage affixed thereto and addressed to the parties as follows: CITY OF UKIAH CONSULTANT DEPT. OF 300 SEMINARY AVENUE Ukiah, CA. 95482 UKIAH, CALIFORNIA 95482-5400 FAX: FAX: Email: Email: 9.0 SIGNATURES IN WITNESS WHEREOF, the parties have executed this Agreement the Effective Date: CONSULTANT BY: PRINT NAME: -s?lll Date IRS DN Number CITY OF UKIAH A BY. Std - ProtSvesAgreement- August 2011 PAGE 5 OF 7 le Date / Z, - CITY MANAGER ATTEST Cn-il-L ~ Uy- CLERK Date Std - ProtSmAgreement- August 2011 PAGE 6 OF 7 EXHIBIT A SCOPE OF WORKON-CALL PHOTOGRAPHIC SERVICES FOR CITY OF UKIAH TRANSIENT OCCUPANCY TAX PROMOTION PROGRAM The City of Ukiah Transient Occupancy Tax (TOT) Program is seeking the services of a freelance, on-call photographer to provide on-call, on-site photography for use in the promotion of the City of Ukiah through publications, press releases and other media. The services may involve day and/or night shots throughout the Greater Ukiah area. The required work will involve acquisition of high-resolution, well-composed digital camera images. A variety of lenses may be required including, but not limited to, wide angle and telephoto lenses. Acceptable digital camera equipment must feature at least a six (6) megapixel image sensor. All on-call photography assignments shall be delivered on CD or DVD disks or portable hard drive as high resolution, jpeg, plus printed contact sheets that include a thumbnail view of each image with image name and date. On occasion, rush photos may be delivered via email. All photographs resulting from assignments performed under this agreement will become the property of the City of Ukiah, which will have sole discretion of the their use, including printing, sharing with media outlets or City of Ukiah customers, or any other electronic form of distribution. Although this work may ultimately be included in publications or presentations, credit to the on-call photographer is not guaranteed. A photographer is not guaranteed any specific amount of work during term of the agreement. A photographer is responsible for his/her own transportation during the work described in this agreement. Scope of Work The TOT Program is looking to obtain photos for the promotion of Ukiah to include, but not be limited to: Ukiah's scenic four seasons • Winter (snow, full creeks, etc.) • Spring (wildflowers, Dogwood trees, etc.) • Summer (summer activities, parks, etc.) • Fall (colorful foliage, events, vineyards, etc.) Community events • Pastels in the Plaza Cinco de Mayo Taste of Downtown Std - ProtSvcsAgreement- August 2011 PAGE 7 OF 7 • Sundays in the Park • Movies in the Plaza • Fabulous Flashback Car Show • Pumpkinfest • First Friday Art Walk • Holidays in Historic Downtown (including Trolley) General • Historic Downtown (emphasis on architecture and people shopping/strolling/dining) • Westside homes, tree-lined streets • Vineyards/wine industry • Orchards • Parks (emphasis on activities; most should include people) • Prominent buildings, murals, gardens, etc. • Interior shots of restaurants, museums, art galleries • Lake Mendocino (with activity) • Farmers Market • Cow Mountain • Redwood Empire Fairgrounds • Montgomery Woods • City of 10,000 Buddhas Std - ProfSvcsAgreement- August 2011 PAGE 8 OF 7 EXHIBIT B RATE SHEET A rate sheet for the services that you can provide. These include, but are not limited to: photographer's fee (hourly, half-day and full day rates), retouching, color correcting, file conversions, contact sheet printing costs, mileage rates and hand- delivery fee, CD archiving, plus other costs that may be relevant to the services requested. Prices should assume that all work becomes the property of the City of Ukiah. Std - ProfSvesAgreement- August 2011 PAGE 9 OF 7 10/03/2011 11:27 7074626009 AAA Northern California, Nevada a Ucah Insurance Exchange PO Box 21[n. Oakland CA 94623-2221 NAME AND ADDRESS OF INSURED ~111~911111'nrplu'~rlrllLrl~" Ir~~ll~di~ulll'1I'1116l1l BHULA ANIL OR SHAROA 650 S STATE ST UKIAH CA 95482-4913 SUNRISE INN PAGE 01/01 Automobile Polity Declarations' Please keep with your policy. See Important Notice on Reverse For questions or changes call 1-800-922-8228 DECLARATIONS TYPE PAGE Amended Dedaratinnc 1 of 1 Q FOUCYTVPE PROCE55 DATE P: Member 09-20-2o7 i C POLICYNUMBER R4SUREOSINCE M5•158-W-8 1990 FROM 12:01 A. M, Standard Time at the address of z the Named Insured, but not rior to the time Your 10-2D-z01 t applied for or, n this is a replacement Polity declarations, not prior to the time coverage Period change was requested. Tn 12:01 A.M. Sta,)Uoru1 Tin1e at the addles tTf 10-20-2012 the Named Insured ALTERNATE AbDRESS SUNRISE INN MOTEL OCCUPATION ALTERNATE NUMBER TELEPHONE NUMBER v 462-6607 ITEM NI AK.- 02 Y rYjUuti, YK, • EDDY TYPE VEHICLE IDE"ICATION NUMBER , 1 NAME " OLKS 2001 40 Slab M /W5H63891 P07 2660 'n Drivers do not I 'AN L i}3 2006 43 `ED 2HGFA1689 11-4527001 11 . necnSarijv. l s SHP- a ~ ~ . . tJrrE~en~ 'LIMA . 2 p' .nd pa.. yDern.' a _ z_. _ _ -.___.e_.r j..~-q.. ~ ,aRS; K•iLs , <.iYie-a,,. -'J"rS - r-&k ~2 I .fig s;3 ' i - rrPvI - -tea _e . - T-