HomeMy WebLinkAboutC12-362 Westfall Photography • 1
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AGREEMENT FOR PHOTOGRAPHY SERVICES
BETWEEN
EAGLE COUNTY, COLORADO and WESTFALL PHOTOGRAPHY
THIS AGREEMENT ( "Agreement ") dated thisP this ,, day of 1 .. 1 2012, is between the
County of Eagle, State of Colorado, a body corporate and politic, (herein "County") and Greg
Westfall of Westfall Photography with a mailing address of 50432 Hwy 25, Limon, CO 80828
(hereinafter "Consultant" or "Photographer ").
Recitals
WHEREAS, the County desires to contract with Photographer to obtain certain rights to
photographs from the 2010 and 2011 Eagle County Fair and Rodeo and to provide photography services
for the 2012 Engle County Fair and Rodeo as more fully outlined in paragraph 1.1 hereunder; and
WHEREAS, Photographer has represented that he has the experience and knowledge in the
subject matter necessary to carry out the services outlined in paragraph 1.1 hereunder; and
WHEREAS, County wishes to hire Photographer to perform the tasks associated with the
services outlined in paragraph 1.1 hereunder; and
WHEREAS, County and Photographer intend by this Agreement to set forth the scope of the
responsibilities of the Photographer in connection with the services and related terms and conditions to
govem the relationship between Photographer and County in connection with the services.
APreement
Now therefore, based upon the representations by Photographer set forth in the foregoing
recitals, for good and valuable consideration, including the promises set forth herein, the parties agree to
the following:
ARTICLE I
SERVICES
1.1 Contractor has photographed the 2010 and 2011 Eagle County Fair and Rodeos and shall
furnish all services, labor, personnel and materials necessary to photograph the 2012
Eagle County Fair and Rodeo. Specifically, Photographer shall be responsible for
photographing the four (4) rodeos which begin at 7 p.m. on July 25, 26, 27 and 28, 2012
(hereinafter "Services" or "Consulting Services ").
1.2 Photographer shall provide and install all cameras, lighting and other materials and
equipment necessary to photograph the events identified in paragraph 1.1 above. County shall
provide and pay for any electricity associated with operating the cameras, lighting and
equipment necessary to perform the Services and shall assist in providing lifts or man power
to install the lighting.
1.3 The Photographer has previously delivered images from the 2010 and 2011 Eagle County
Fair and Rodeos to County. The Photographer shall deliver in DVD format, all images taken
at the 2012 Eagle County Fair and Rodeo to Eagle County no later than September 28, 2012. • 1.4 Netl t + - ... _ ,,c heree€ County
y rps the will not hire another professional photographer to photograph the 2012 Eagle
Count- Fair and rodeo. Photographer recognizes that County does not have the authority to
prevetfmjers of the public from taking photographs during the 2012 Eagle County Fair
and Rod
ARTICLE H
TERM
2.1 This Agreement shall commence on the date first set forth above, and subject to the provisions
of Section 2.2 hereof, shall continue in full force and effect until the Services have been fully
performed, or until earlier terminated in accordance with Section 2.2 hereof.
22 County may terminate this Agreement for any reason, with or without cause, upon seven (7)
days' notice to Photographer. In the event of such tennination, County shall compensate
Photographer for actual expenses incurred in connection with the Services to the date of
termination.
ARTICLE III
DUTIES OF PHOTOGRAPHER
3.1 With respect to the provision of the Services hereunder, Photographer acknowledges that he is
an independent contractor providing Services to the County. Nothing in this Agreement shall be
deemed to make Photographer an agent, employee, partner or representative of County.
32 Photographer shall not have the authority to, and will not make any commitments or enter into
any agreement with any party on behalf of County without the written consent of the Board of
County Commissioners.
3.3 Photographer will maintain liability, unemployment and workman's compensation insurance on
his/her behalf, as necessary.
3.4 Photographer shall maintain at all times during the term of this Agreement current PRCA
photo credentials.
35 The parties agree that rodeo oonteshants sign their image rights over to Photographer and PRCA when
entering the rodeo and obtaining their PRCA cat For all images taken of non -rodeo contestants,
Photographer shall be solely responsible for obtaining and maintaining signed releases from individuals
being photographed so that Photographer and County may use any ofthe images as set forth in this
Agreement. By delivering the images to County, Photographer tents and warrants to County that it
holds all rights to and has obtained the ray releases for each image.
ARTICLE IV
COMPENSATION
4.1 For performance of the Services provided hereunder, County shall provide a hotel room to
Photographer beginning on July 24, 2012 with a check out date of July 29, 2012. County
shall make the reservaPtj p eqd pay in advance for the hotel room. Photographer shall not
be required to pay for the room in advance. In addition, County shall provide
Photographer and one guest with dinner in the Eagle County Fair and Rodeo "Cowboy
Lounge" and twoa media all access pass. Within thirty (30) days of delivery of the
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images to Eagle County, as set forth in paragraph 1.3 hereof, County shall pay $1,000 to
Photographer as full and final compensation for the Services.
4.2 If additional services are required, Photographer shall obtain written permission of County to
perform such additional services in advance. Fees for any additional services will be as set forth
in an executed addendum between the parties.
4.3 County will not withhold any taxes from monies paid to the Photographer hereunder and
Photographer agrees to be solely responsible for the accurate reporting and payment of any
taxes related to payments made pursuant to the terms of this Agreement.
4.4 Notwithstanding anything to the contrary contained in this Agreement, no charges shall be made
to the County nor shall any payment be made to the Photographer in excess of the amount for any
work done without the written approval in accordance with a budget adopted by the Board in
accordance with provisions of the Colorado Revised Statutes. Moreover, the parties agree that
the County is a govemmental entity and that all obligations beyond the current fiscal year are
subject to funds being budgeted and appropriated.
ARTICLE V
OWNERSHIP AND USE OF IMAGES
5.1 Photographer shall retain all title, copyright or intellectual property rights in the images and has
=os without obtaining a release from County. Upon delivery of the
images to County, Photographer hereby grants to County an irrevocable perpetual license for
County to use the images from 2010, 2011 and 2012 Eagle County Fair and Rodeo.
52 Use of images by County are subject to the following.
(a) County shall give credit to "Greg Westfall, Westfall Photography" when the images are used
by County.
(b) County may use or reproduce the images for .. .... - - _ .... . . .. . .
advertising purposes only. County may use or reproduce the
images for other purposes, but must first enter into a written agreement with terms and conditions
acceptable to ... . - . Photographer.
(c) County may alter, crop, manipulate and create derivative works from the images.
{ Formatted: Indent: Left: 0"
ARTICLE VI
INDEMNIFICATION
6.1 Within the limits allowed by law, Photographer shall indemnify, hold harmless and defend the
County and its officials, boards, officers, principals and employees harmless from, all costs,
claims and expenses, including reasonable attorney's fees, arising from claims of any nature
whatsoever made by any person in connection with the performance or non - performance of
Photographer under the terms of this Agreement. This indemnification shall not apply to claims
by third parties against the County to the extent that the County is solely liable to such third
party for such claim without regard to the involvement of the Photographer.
ARTICLE VH
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PROFESSIONAL STANDARD OF CARE
7.1 Photographer shall be responsible for the completeness and accuracy of the Services, including
all supporting data and other documents prepared or compiled in performance of the Services,
and shall correct, at its sole expense, all significant errors and omissions therein. Photographer
shall perform the Services in a skillful, professional and competent manner and in accordance
with the standard of care, skill and diligence applicable to photographers, with respect to
similar services, in this area at this time.
ARTICLE VIII
ASSIGNMENT
8.1 The parties to this Agreement recognize that the Services to be provided pursuant to this
Agreement are professional in nature and that in entering into this Agreement County is relying
upon the professional services and reputation of Photographer and its approved subcontractors,
if any. Therefore, neither Photographer nor its subcontractors may assign its interest in this
Agreement or in its subcontract, including the assignment of any rights or delegation of any
obligations provided herein, without the prior written consent of County, which consent County
may withhold in its sole discretion. Except as so provided, this Agreement shall be binding on
and inure to the benefit of the parties hereto, and their respective successors and assigns, and
shall not be deemed to be for the benefit of or enforceable by any third party.
ARTICLE IX
NOTICE
9.1 Any notice and all written communications required under this Agreement shall be given in
writing by personal delivery, facsimile or U.S. Mail to the other party at the following
addresses:
(a) County: Amanda Bay, Engle County IT Department, 500 Broadway, PO Box 850, Fagle,
CO 81631 Phone: 970- 328 -3585 Facsimile: 970- 328 -3599
with a copy to: FagJe County Attorney's Office 500 Broadway PO Box 850 Eagle,
CO 81631 Phone: 970 - 328 -8685 Facsimile: 970 - 328 -8699
(b) Photographer: Greg Westfall, Westfall Photography, 50432 HWY 24, Limon, CO
80828 Phone:719- 740 -9425
9.2 Notices shall be deemed given on the date of delivery; on the date the facsimile is transmitted
and confirmed received or, if transmitted after normal business hours, on the next business day
after transmission, provided that a paper copy is mailed the same date; or three days after the
date of deposit, first class postage prepaid, in an official depository of the U.S. Postal Service.
ARTICLE X
MISCELLANEOUS
10.1 This Agreement shall be interpreted in accordance with the laws of the State of Colorado and
the parties hereby agree to submit to the jurisdiction of the courts thereof. Venue shall be in
the Fifth Judicial District for the State of Colorado.
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102 This Agreement constitutes the entire Agreement between the parties related to its subject
matter. It supersedes all prior proposals, agreements and understandings.
103 This Agreement is personal to the Consultant and may not be assigned by Consultant.
104 This Agreement does not and shall not be deemed to confer upon or grant to any third party any
right enforceable at law or equity arising out of any term, covenant, or condition herein or the
breach thereof.
ARTICLE XI
PUBLIC CONTRACTS FOR SERVICES
If Consultant has any employees or subcontractors, Consultant shall comply with C.R.S. § 8-
17.5 -101, et seq., regarding Illegal Aliens — Public Contracts for Services, and this Contract. By
execution of this Contract, Consultant certifies that it does not knowingly employ or contract
with an illegal alien who will perform under this Contract and that Consultant will participate in
the E -verify Program or other Department of Labor and Employment program ( "Department
Program ") in order to confirm the eligibility of all employees who are newly hired for
employment to perform work under this Contract.
A. Consultant shall not:
(i) Knowingly employ or contract with an illegal alien to perform work under
this contract for services; or
(ii) Enter into a contract with a subcontractor that fails to certify to the
Consultant that the subcontractor shall not knowingly employ or contract
with an illegal alien to perform work under the public contract for
services.
B. Consultant has confirmed the employment eligibility of all employees who are
newly hired for employment to perform work under this Contract through
participation in the E -verify Program or Department Program, as administered by
the United States Department of Homeland Security. Information on applying for
the E -verify program can be found at:
http:// www .dhsgov /xprevprot/programs /gc 1185221678150shtm
C. The Consultant shall not use either the E -verify program or other Department
Program procedures to undertake pre - employment screening of job applicants
while the public contract for services is being performed.
D. If the Consultant obtains actual knowledge that a subcontractor performing work
under the public contract for services knowingly employs or contracts with an
illegal alien, the Consultant shall be required to:
(i) Notify the subcontractor and the County within three days that the
Consultant has actual knowledge that the subcontractor is employing or
contracting with an illegal alien; and
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(ii) Terminate the subcontract with the subcontractor if within three days of
receiving the notice required pursuant to subparagraph (i) of the paragraph
(D) the subcontractor does not stop employing or contracting with the
illegal alien; except that the Consultant shall not terminate the contract
with the subcontractor if during such three days the subcontractor provides
information to establish that the subcontractor has not knowingly
employed or contracted with an illegal alien.
E. The Consultant shall comply with any reasonable request by the Department of
Labor and Employment made in the course of an investigation that the department
is undertaking pursuant to its authority established in C.R.S. § 8- 17.5 - 102(5).
F. If a Consultant violates these prohibitions, the County may terminate the contract
for a breach of the contract. If the contract is so terminated specifically for a
breach of this provision of this Contract, the Consultant shall be liable for actual
and consequential damages to the County as required by law.
G. The County will notify the office of the Colorado Secretary of State if Consultant
violates this provision of this Contract and the County terminates the Contract for
such breach.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and year first above
written.
COUNTY OF EAGLE, STATE OF
COLORADO, By and Through Its
COUNTY MANAGER
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"1y: Keith Montag, County M. ager
Westf hotography
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STATE OF COLORADO )
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The fore was acknowledged before me thisy of / .�v./ , 2012
by Greg Westfall of Westfall Photography. /
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