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Independent Contractor - 2023 - Mike Olsen Photography - Photographer Services - Eagle Fun Days - 6/27/2023 CITY OF EAGLE PARKS AND RECREATION DEPARTMENT Agreement for Independent Contract PHOTOGRAPHER This Agreement("Agreement") is entered into this Onnl 7- day of eJ"g- 2023, by and between the City of Eagle, an Idaho municipal corporation ("City") and Mike Olsen Photography, an individual ("Photographer"). The City and PHOTOGRAPHER are sometimes collectively referred to herein as the "Parties." RECITALS WHEREAS,the City desires to contract for PHOTOGRAPHER Services to be conducted during Eagle Fun Days; and WHEREAS, PHOTOGRAPHER possess qualifications, skills, and the experience necessary to provide services for the City; 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: In addition to the services identified in Exhibit A, attached hereto, and incorporated herein (if applicable), the PHOTOGRAPHER shall also provide the following photography services: • Place of Engagement: Stephen C. Guerber Park(2200 Hill Rd, Eagle, ID 83616) and Heritage Park(185 E State St, Eagle, ID 83616) • Date of Performance: July 7-8, 2023 • Time of Performance: July 7- 5:00 p.m.to 7:00 p.m. July 8—8:00 a.m.to 3:00 p.m. 3. Compensation: The PHOTOGRAPHER shall be paid for actual services rendered at a rate of$1,000 for specified event identified in services. 4. Additional Expenses: Usual and customary office expenses, as well as mileage compensation, shall not be considered for reimbursement to the PHOTOGRAPHER. However, City of Eagle Department of Parks and Recreation Agreement for Independent Contract PHOTOGRAPHER Page 1 of 6 should other services be needed by the PHOTOGRAPHER, prior written approval must be obtained by the City, for said expenses to be available for reimbursement. 5. Equipment, Materials, Supplies: Unless otherwise agreed to in writing, PHOTOGRAPHER shall supply, at PHOTOGRAPHER's sole expense, all technical systems including, but not limited to, equipment, lighting, tools, materials, and/or supplies to accomplish the services to be provided under this Agreement. 6. Payment: The PHOTOGRAPHER shall submit an invoice for payment to Eagle City Hall, P.O. Box 1520, Eagle, Idaho 83616. The invoice shall provide a detailed statement of the services provided, and hours needed for the services. Payment shall be made within fifteen (15) business days of receipt invoice. Payment of PHOTOGRAPHER's fee cannot be made until a copy of PHOTOGRAPHER's W-9 is provided to the City 7. Taxes: The PHOTOGRAPHER 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 PHOTOGRAPHER arising from compensation provided under this Agreement. As such the PHOTOGRAPHER shall be required to submit a completed W-9 at time of contract execution. 8. Promotion and Production: The City shall be responsible for all matters pertaining to the promotion and production of the scheduled performance including but not limited to: venue rentals; security; and advertising. PHOTOGRAPHER agrees that the City may use PHOTOGRAPHER's name, pictures, photographs, and other likenesses in connection with advertising and publicizing the engagement(s) hereunder, but such use shall not be without the prior approval of PHOTOGRAPHER. 9. Independent Contractor: At all times during the term of this Agreement, PHOTOGRAPHER shall be an independent contractor and shall not be an employee of the City. City shall have the right to control PHOTOGRAPHER only insofar as the results of PHOTOGRAPHER's services rendered pursuant to this Agreement. City shall not have the right to control the means and methods by which PHOTOGRAPHER accomplishes services rendered hereunder. PHOTOGRAPHER shall indemnify the City against any liability arising out of an allegation or finding that PHOTOGRAPHER is not a contractor. PHOTOGRAPHER is not entitled to employee benefit programs or any protection afforded employees of the City of Eagle. PHOTOGRAPHER 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. The PHOTOGRAPHER 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. PHOTOGRAPHER Not Agent: Except as City may specify in writing, PHOTOGRAPHER shall have no authority, express or implied, to act on behalf of City in any City of Eagle Department of Parks and Recreation Agreement for Independent Contract PHOTOGRAPHER Page 2 of 6 capacity whatsoever as an agent. PHOTOGRAPHER shall have no authority,express or implied, pursuant to this Agreement,to bind City to any obligation whatsoever. 11. License and Intellectual Property: PHOTOGRAPHER hereby grants to City a nonexclusive license to use, reproduce, create derivative works of the photographs/videos and all media content produced by PHOTOGRAPHER for and non-commercial purpose. The license granted hereunder does not authorize the City or its agents from publishing or selling the images for profit without the prior written consent of PHOTOGRAPHER.Images will be posted on social media sites from which the City can download or share. All images will also be uploaded to a file sharing site, such as Google Drive, and the link sent to the City. PHOTOGRAPHER further warrants that all materials created by PHOTOGRAPHER will not constitute infringement of any copyright,patent or other intellectual property rights of any third party. 12. Cooperation: The parties agree to cheerful cooperation and communication for the best possible result within the definition of this agreement. PHOTOGRAPHER is not responsible if key individuals fail to appear, or cooperate, during photography sessions or for missed images/videos due to details withheld from PHOTOGRAPHER. 13. Nondiscrimination: PHOTOGRAPHER 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 PHOTOGRAPHER is providing services under this Agreement. 14. Indemnification: PHOTOGRAPHER 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. 15. 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 Coordinator,Joshua Herker. 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: CITY OF EAGLE: PHOTOGRAPHER: Attn: Brian Allen Name: Mike Olsen Photography 660 East Civic Lane Address: P.O. Box 1520 Eagle, ID 83616 Contact phone number: 208-219-2903 Contact phone: 208-489-8784 Email: mike@mikeolsenphotography.com Contact e-mail: ballen@cityofeagle.org City of Eagle Department of Parks and Recreation Agreement for Independent Contract PHOTOGRAPHER Page 3 of 6 16. Compliance with Laws: Each party shall comply with all applicable Federal, State, and local laws and regulations. 17. Assignment: This Agreement may not be assigned or delegated by either party without prior written consent of the other party. 18. 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. 19. 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. 20. Governing Law: This Agreement will be construed in accordance with the laws of the State of Idaho. 21. 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. 22. 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. 23. Approval: The City and PHOTOGRAPHER 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. City of Eagle Department of Parks and Recreation Agreement for Independent Contract PHOTOGRAPHER Page 4 of 6 IN WITNESS WHEREOF,the parties hereto have executed this Agreement as of the date first above written. CITY OF EAGLE: PHOTOGRAPHER: vc� Jas P rce, Mayor (Mike Olsen) \\\\\I/111,,,,,,,, AT ST: \��\GL.F ,���• RATF•: TracyJE. born, City Clerk ° i' Pti O �� s n'CC)RC�•• �. S. �TE O� City of Eagle Department of Parks and Recreation Agreement for Independent Contract PHOTOGRAPHER Page 5 of 6 IN WITNESS WHEREOF,the parties hereto have executed this Agreement as of the date first above written. CITY OF EAGLE: PHOTOGRAPHER: Jason Pierce, Mayor (Mike Olsen) ATTEST: Tracy E.Osborn,City Clerk City of Eagle Department of Parks and Recreation Agreement for independent Contract PHOTOGRAPHER Page 5 of 6 EXHIBIT A (PHOTOGRAPHER Performance Services) • Photographer shall perform from Friday,July 7, from 5:00pm—8:00pm and Saturday, July 8, from 9:00am—5:00pm with time allocated by PHOTOGRAPHER for proper set- up and tear-down of all needed supplies and equipment to properly perform agreed upon services. • Photographer shall supply all equipment and lighting needed to properly perform agreed upon services. • Photographer shall take pictures of the following sections of Eagle Fun Days—Family Fun Night, Eagle Fun Days Fun Run, Eagle Fun Days Market and Live Music, Eagle Fun Days Car Show, and Eagle Fun Days Parade. These sections of Eagle Fun Days start on Friday with Family Fun Night, and continues on Saturday with the rest of the previously named portions of Eagle Fun Days. • The City of Eagle will provide a scissor lift to take required parade photos while the photographer is raised in the scissor lift. City of Eagle Department of Parks and Recreation Agreement for Independent Contract PHOTOGRAPHER Page 6 of 6 qW�� L EN MIKE S PHOTOGRAPHY MikeOlsenPhotogrpahy.com 208-219-2903 mike@mikeolsenphotography.com Star, ID Limited Copyright Release July 8, 2023 This copyright release entitles The City of Eagle, or their designee, to unlimited web, social media, marketing, advertising, and print use of images "2023 Eagle Fun Days", except for any "for profit" activities, of which Mike Olsen Photography, LLC must approve in writing. Any questions can be addressed to: Mike Olsen Owner-Mike Olsen Photography, LLC mike@MikeOlsenPhotography.com POB 131 Star, ID 83669 208-219-2903 Respectfully, Mike Olsen Owner/Photographer Mike Olsen Photography, LLC ©Mike Olsen Photography MikeOlsenPhotography.com Page 1 of 1 AGREEMENT OVERVIEW: This is an addendum to the contract between Mike Olsen Photography and the City of Eagle Parks and Recreation (known hereafter as the Clien.) The only way to add or change this agreement is to do so in writing, signed by all parties. If the parties want to waive one provision of this agreement, all other provisions of the agreement are maintained unless other provisions are also waived. The party against whom a waiver is sought to be effective must have signed a waiver in writing. COOPERATION: The parties agree to cheerful cooperation and communication for the best possible result within the definition of this agreement. Mike Olsen Photography is not responsible if key individuals fail to appear, or cooperate, during photography sessions or for missed images/videos due to details withheld from Mike Olsen Photography. HOUSE-SITE RULES: The photographer may be limited by the guidelines of Site Management in certain situations. CLIENT agrees to accept the technical results of this imposition on the photographer. Negotiation with the officials for moderation of guidelines is the client's responsibility; Mike Olsen Photography will, however, offer technical recommendations. IMAGES and COPYRIGHTS: The photographs/videos and all media content produced by Mike Olsen Photography are protected by Federal Copyright Law (all rights reserved) and may not be reproduced in any manner without the express written consent of Mike Olsen Photography. The CLIENT must obtain written permission from, and compensate Mike Olsen Photography prior to the CLIENT, their friends, relatives, or business entities, publishing or selling the images for profit. Commercial use of these images/videos is strictly prohibited without written consent of Mike Olsen Photography, unless otherwise specified in this Session Agreement with details. Images will be posted on Mike Olsen Photograph v's'social media sites from which the client can download or share. All images will also be uploaded to a file sharing site, such as Google Drive, and the link sent to the client. LIMIT OF LIABILITY: In the unlikely event that the photographer is injured or becomes too ill or has an extreme emergency that prevents him/her from photographing or providing video services for the event, Mike Olsen Photography will make every reasonable effort to reschedule the event. If for whatever reason this is not possible, responsibility and liability is limited to the return of all payments received for the photography/photo session that this contract relates to. Mike Olsen Photography takes the utmost care with respect to exposure, transportation, and processing the photographs/videos. However, in the unlikely event those photographs/videos have been lost, stolen, or destroyed for reasons within or without Mike Olsen Photography's control, Mike Olsen Photography's liability is limited only to the return of all payments received for the photography/video session as this agreement pertains too. Mike Olsen Photography is not responsible for the storage or archival of any photographs, videos, or media content produced for the customer, after the final product delivery to the customer as specified in the session agreement. MODEL/CLIENT RELEASE: The CLIENT& Subject hereby grant to Mike Olsen Photography and its legal representatives and assigns, the irrevocable and unrestricted right to use and publish images/videos of the CLIENT or in which the CLIENT may be included, for editorial, trade, advertising and any other purpose and in any manner and medium; to alter the same; and to copyright the same. The CLIENT hereby releases Mike Olsen Photography and its legal representatives and assigns from all claims, liability, and future compensation relating to said images/videos as this contract pertains too. Mike Olsen Photography will not engage in any"for profit" activities utilizing images/videos from this session without prior written permission from the client and compensation as necessary. RETAINER & PAYMENT SCHEDULE: A final invoice will be delivered by email upon completion of the session, but no later than 7 days after the completion of the session. Payment is due 15 days from receipt of the invoice, unless otherwise agreed upon by both parties in writing. No retainer is required for Eagle Fun Days 2023.