No preview available
HomeMy WebLinkAboutC13-251 Greg Westfall AgreementAGREEMENT FOR PHOTOGRAPHY SERVICES BETWEEN EAGLE COUNTY, COLORADO and GREG WESTFALL THIS AGREEMENT ("Agreement") dated this day of 2013, is between the County of Eagle, State of Colorado, a body corporate and politic, (h- einafter "County") and Greg Westfall, doing business as 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, 2011 and 2012 Eagle County Fair and Rodeo and to provide photography services for the 2013 Eagle 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 govern the relationship between Photographer and County in connection with the services. AGREEMENT 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, 2011 and 2012 Eagle County Fair and Rodeos and shall furnish all services, labor, personnel and materials necessary to photograph the 2013 Eagle County Fair and Rodeo. Specifically, Photographer shall be responsible for photographing the four(4) rodeos which begin at 7 p.m. on July 24, 25, 26 and 27, 2013 (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 asso sated with operating the cameras, lighting and equipment necessary to perform the Set-Wes and shall assist in providing lifts or man power to install the lighting. 1.3 The Photographer has previously delivered images from the 2010, 2011 and 2012 Eagle County Fair and Rodeos to County. The Photographer shall deliver in DVD format, all 1 images taken at the 2013 Eagle County Fair and Rodeo to the County no later than September 28, 2013. 1.4 Photographer agrees that it will not subcontract its Services or hire another professional photographer to photograph the 2013 Eagle County Fair and Rodeo. Photographer recognizes that County does not have the authority to prevent members of the public from taking photographs during the 2013 Eagle County Fair and Rodeo. ARTICLE 11 TERM 2.1 This Agreement shall commence upon execution of this Agreement, 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. 2.2 County may terminate this Agreement for any reason, with or without cause, upon seven (7) days' notice to Photographer. In the event of such termination, County shall compensate Photographer for actual expenses incurred by Photographer in connection with the Services up 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. 3.2 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. 3.5 The parties agree that rodeo contestants sign their image rights over to Photographer and PRCA when entering the rodeo and obtaining their PRCA card. 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 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. 2 ARTICLE IV COMPENSATION 4.1 For performance of the Services provided hereunder, County shall arrange for a hotel room for use by Photographer beginning on July 23, 2013, with a check-out date of July 28, 2013. County shall make the reservation and 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 two media all access passes. Upon satisfactory completion of the Services and within thirty (30) days of delivery of the images to Eagle County, as set forth in paragraph 1.3 above, County shall pay Photographer an amount not to exceed $1,000 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 of County Commissioners in accordance with provisions of the Colorado Revised Statutes. Moreover, the parties agree that the County is a governmental 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 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 from the 2010, 2011, 2012 and 2013 Eagle County Fair and Rodeo. 5.2 Use of images by County is 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, including, but not limited to, placement on the County website and in County brochures or other marketing or advertising material. County may use or reproduce the images for other purposes upon agreement of Photographer. 3 c) County may alter, crop, manipulate and create derivative works from the images without the prior approval of the Photographer. 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 VII 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. Therefore, Photographer may not assign its interest in this Agreement 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: Eagle County Facilities, 500 Broadway, PO Box 850, Eagle, CO 81631. Phone: 970-328-8880. Facsimile: 970-328-3539. 4 with a copy to: Eagle 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. 10.2 This Agreement constitutes the entire Agreement between the parties related to its subject matter. It supersedes all prior proposals, agreements and understandings. 10.3 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. ยง 8- 17.5-10 I, 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. 5 I 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 M B i' iatl/' Kith Mo tag Greg W- t dl, doing business as Westfall Photo!. . . y 44/ 1.,1411111/` re. = estfr STATE OF COLORADO ) ss County of L.A- a The foregoing was acknowledged before me this 19 day of 1;13 by Greg Westfall, doing business as Westfall Photography. 1 1 JACKIE DE.111111. 0E714; 7'..' Notary Public State o Color do Ds U 7