Service Solicited - 2022 - Arrow Rock Photography - Photography Services - Arrow Rock Photography PROFESSIONAL SERVICES AGREEMENT
PHOTOGRAPHY SERVICES
This Professional Services Agreement ("Agreement") is entered into this day of
July 2022, by and between the City of Eagle, an Idaho municipal corporation ("City") and Arrow
Rock Photography ("Contractor"). The City and Contractor are sometimes collectively referred
to herein as the "Parties."
RECITALS
WHEREAS, the City desires to contract for photography services to construct a catalog
of photographic works documenting though digital photography both historic buildings and
quintessential locations in and near the City of Eagle; and
WHEREAS, Contractor possesses the requisite qualifications, skills and the experience
necessary to provide prepare the survey and reports contemplated in this Agreement;
AGREEMENT
NOW THEREFORE, and in consideration of the mutual promises contained herein, the
Parties agree to the following:
1. Incorporation of recitals: The above Recitals are a material part of this
Agreement and are incorporated into the Services of this Agreement by reference as though they
were fully set forth herein.
2. Services: The Contractor shall prepare a catalog of photographic works which
includes the deliverables identified in Exhibit A attached hereto and incorporated herein.
3. Ownership and Intellectual Property: All materials produced for the City by
Contractor under this Agreement shall become the property of the City except Contractor shall
retain sole ownership of any know-how,software, source code,tools and methodologies developed
by Contractor (hereinafter"work Product"). Contractor hereby grants to City a royalty-free, non-
exclusive, worldwide, perpetual, fully transferable license to use, reproduce or create derivative
works of the Work Product.
4. Compensation: The Contractor shall be paid for its services in an amount not to
exceed three thousand five hundred dollars ($3,500).
5. Additional expenses: Usual and customary office expenses, as well as mileage
compensation, shall not be considered for reimbursement to the Contractor. However, should
other services be needed by the contractor prior written approval must be obtained by the City, for
said expenses to be available for reimbursement.
6. Equipment, materials, supplies: Contractor shall supply, at Contractor's sole
expense, all equipment, tools, materials, and/or supplies to accomplish the services to be provided
under this Agreement.
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7. Payment: The City shall pay the Contractor within thirty (30) days of final
acceptance of the completed project and confirmation that all of the Scope of Services
requirements have been met. Payment to the Contractor cannot be made until a copy of
Contractor's W-9 is provided to the City. Should the 30th day fall on a weekend,the payment shall
be due the following Monday. An additional charge of 1.5%per month shall accrue per month of
unpaid balance.
8. Taxes: The Contractor assumes full and sole responsibility for payment of state
and federal income tax, withholdings, social security, and other payroll taxes on any income
attributable to the Contractor arising from compensation provided under this Agreement. As such
the contractor shall be required to submit a completed W-9 prior to payment of its invoice.
9. Independent_contractor: At all times during the term of this Agreement,
Contractor shall be an independent contractor and shall not be an employee of the City. City shall
have the right to control Contractor only insofar as the results of Contractor's services rendered
pursuant to this Agreement. City shall not have the right to control the means and methods by
which Contractor accomplishes services rendered hereunder. Contractor shall indemnify the City
against any liability arising out of an allegation or finding that Contractor is not an independent
contractor. Contractor is not entitled to employee benefit programs or any protection afforded
employees of the City of Eagle. Contractor is not prohibited from providing the same services for
other businesses at any time except times which would present a conflict in providing City services
under this Agreement. As a self-employed person, the Contractor will be solely responsible for
payment of all federal and state taxes, will not be an employee of the City for worker's
compensation or any other purposes, and will not have unemployment insurance benefits.
10. Contractor not agent: Except as City may specify in writing, Contractor shall
have no authority, express or implied, to act on behalf of City in any capacity whatsoever as an
agent. Contractor shall have no authority, express or implied, pursuant to this Agreement,to bind
City to any obligation whatsoever.
11. Nondiscrimination: Contractor agrees not to discriminate against any person
because of race, color, religion, sex, national origin, age, disability or marital status in any activity
for which Contractor is providing services under this Agreement.
12. Indemnification: Contractor agrees to indemnify and save and hold harmless City
from and for any and all losses, claims, actions, judgment for damages, or injury to persons or
property and losses and expenses and other costs including litigation costs and attorney's fees,
arising out of, resulting from, or in connection with the performance of this Agreement
13. Notice: Communication between the Parties regarding day-to-day matters shall
occur via e-mail or telephone. For Clarification on or direction regarding day-to-day matters, the
point of contact for the City shall be Recreation Director, Brian Allen. All other notices required
to be given by either of the Parties shall be in writing and be deemed communicated when
personally served, or mailed in the United States mail, addressed as follows:
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CITY OF EAGLE: CONTRACTOR:
Attn: City Clerk Don Johnson
660 East Civic Lane 827 E. Farrington Drive
P.O. Box 1520 Eagle, Idaho 83616
Eagle, ID 83616 208-546-9987
Phone: 208-939-0227 Email: arrowrockphotography@gmail.com
E-mail: clerks(a�cityofeagle.org
14. Compliance with Laws: Each party shall comply with all applicable Federal, State
and local laws and regulations.
15. Assignment: This Agreement may not be assigned or delegated by either party
without prior written consent of the other party.
16. Attorney's Fees: The prevailing party in any claims or disputes arising out of this
Agreement shall be entitled to recover reasonable attorney's fees in addition to other relief which
a court of competent jurisdiction may award.
17. Entire Agreement: This Agreement constitutes the entire agreement between
the Parties relative to the subject matter hereof. Statements or representations of any kind not
embodied herein shall be of no force or effect. This Agreement may only be modified in writing.
18. Governing Law,: This Agreement will be construed in accordance with the laws
of the State of Idaho.
19. Heirs and Assigns: This Agreement and the terms and conditions hereof shall
apply to and are binding upon the heirs, executors, administrators and assigns of the parties hereto.
20. Severability: If any part of this Agreement is held to be invalid or unenforceable,
such holding will not affect the validity or enforceability of any other part of this Agreement so
long as the remainder of the Agreement is reasonably capable of completion.
21. Approval: The City and Contractor each acknowledge that this Agreement, even
though agreed upon by the City's representatives, is not binding upon the City until such time as
the Eagle City Council approves this Agreement and authorizes the Mayor to execute this
Agreement on behalf of the City.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date
first above written.
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CITY OF EAGLE: CONTRACTOR:
Jason Pierce, Mayor DO Johnson
Arrowrocl Photography
A S T: �,.•
"Tracy E. ( or`n, City Clerk
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EXHIBIT A
(Scope of Work)
OVERVIEW
The city of Eagle has transformed a great deal from its settlement and later incorporation in 1971,
and the tales of those who worked and built the city will forever be documented in this catalog of
photographs. These photos of Eagle, where the fine people who created their lives here, working
the land and participated in its later development, will be documented in digital photo. The early
pathfinders have left several significant homes,commercial buildings,barns,and fields that require
cataloging for all future generations to see. The final project will include 75-90 photographs, with
documented locations in Eagle, and those areas just outside of the Eagle city limit where still
considered "Eagle". The photos shall be taken over a period of approximately 4 months in 2022.
After 2 months of the Call award, the chosen photographer will meet with 2 designated EAC
members overseeing the project's progress (EAC Photo Project subcommittee). They will also
meet in August 2022 before final submission of work by September 30, 2022 for a similar review.
The chosen photographer will need to be open to feedback that may require a retake of a photo, or
a touch up, and to receiving shot lists from the EAC of subjects of interest to be captured. An initial
``starter" punch list of locations will be provided. The photographer may also use their discretion
on subjects that fit the projects' goal. The photographer will later present their work back to include
in a final collection by September 30, 2022. EAC will allow and encourage the use of Photoshop
(or other photo editing software)to best capture the location. This may require touching up photos,
removing detractors such as people, power lines, cars etc., to create the best possible photo of the
subject. The EAC subcommittee will have final decision of what images will be allowed in the
final catalog submission. About 50 photos (or more) should be presented at the check point
meetings during the project. Multiple differing shots of a location should be presented.
FORMAT
The photos submitted shall be digital photography, .jpg format, enhanced to the best esthetic, and
of high resolution for possible future use on potential EAC projects such as books, post cards, or
banners, etc. Photos should be a mix of landscape and portrait orientation as best suits the subject
matter.
DURATION & OWNERSHIP
The photographer will hold the copyright to their work, and the city of Eagle will be granted non-
exclusive rights to display the work in any and all electronic and non-electronic forms in
perpetuity. Over time, the City may use this work on other projects, and may remove the work at
any time temporarily or permanently at their sole discretion. The photographer must be granted
access and permission to take the photo by the landowner or it's person of legal trust. An
Authorization Form will be provided upon selection of photographer. No royalty will be given to
the photographer or the property owner after the project is complete and used by EAC in the current
or other project(s).
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