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HomeMy WebLinkAboutC12-422 Brian Maloney Notes on Memories♦ LICENSE AGREEMENT FOR PHOTOGRAPHY hr.RVICES BETWEEN EAGLE COUNTY, COLORADO and BRIAN MALONEY d/b/a NOTES ON MEMORY THIS LICENSE AGREEMENT ("Agreement") dated this / 7 day of,,./,i , 2012, is between the County of Eagle, State of Colorado, a body corporate and politic, (her mafter "County") and Brian Maloney d/b/a Notes on Memory with a mailing address of Post Office Box 1722, Gypsum, CO (hereinafter "Consultant" or "Photographer"). WHEREAS, Consultant took photographs of events (other than the rodeo) during the 2012 Eagle County Fair and Rodeo; and WHEREAS, Eagle County desires to obtain a license to use those photographs on the terms and conditions set forth herein. LICENSE AGREEMENT NOW THEREFORE, for good and valuable consideration as set forth herein the parties agree as follows: 1. In exchange for a $500 Sponsorship at the 2012 Eagle County Fair and Rodeo, 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. Nothing in this Agreement shall preclude County from entering into agreements for similar services with other photographers for the same event s and during the term hereof. 2. Photographer shall solely responsible for obtaining and maintaining signed releases from individuals being photographed so that Photographer and County may use any of the images as set forth in this Agreement. By delivering the images to County, Photographer represents and warrants to County that it holds all rights to and has obtained the necessary releases for each image. 3. Photographer shall retain all title, copyright or intellectual property rights in the images and has the right to sell any and all photos 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. 4. Use of images by County are subject to the following: (a) County shall give credit to "Brian Maloney, Notes on Memory" when the images are used by County. (b) County may use or reproduce the images for any purpose except that the sale of any of the images to third parties is prohibited without the express written consent of Photographer. (c) County may alter, crop, manipulate and create derivative works from the images. 5. Photographer acknowledges that he is an independent contractor and nothing herein shall be deemed to make Photographer an agent, employee, partner or representative of County. 6. ' Photographer will maintain liability, unemployment and workman N compensation insurance on his/her behalf, as necessary. 7. 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. 8. 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. 9. 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, Eagle County IT Department, 500 Broadway, PO Box 850, Eagle, CO 81631 Phone: 970-328-3585 Facsimile: 970-328-3599 with a copy to: Eagle County Attorney's Office 500 Broadway PO Box 850 Eagle, CO 81631Phone: 970-328-8685 Facsimile: 970-328-8699 (b) Photographer: Brian Maloney, Notes on Memory, Post Office Box 1772, Gypsum, CO 81637 Phone: 970471-0538 Notices shall be deemed given on the date of delivery; on the date the facsimile is transmitted and confinned 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. 10. 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. 11. This Agreement constitutes the entire Agreement between the parties related to its subject matter. It supersedes all prior proposals, agreements and understandings. 12. This Agreement is personal to the Consultant and may not be assigned by Consultant. 13. 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. 14. 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 otner Department of Labor and Employnicnt 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.dhs.gov/xprevprot�/programs/gc--1 185221678150shtm 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 (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. 3 G. The County will notify the office of the Colorado Secrctary 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 License Agreement the day and year first above written. COUNTY OF EAGLE, STATE OF COLORADO, By and Through Its COUNTY MANAGER By: Keit Montag, County anager BRIAN MALONEY d/b/a NOTES ON MEMORY By: Brian Maloney STATE OF COLORADO ss County of ) The fo e ing was acknowledged before me this day of 2012 by Bryan Maloney d/b/a Notes on Memory ' Witness my hand and official seal. My commission expires: 160 (P 4