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SERVICE PROVIDER AGREEMENT
This SERVICE PROVIDER AGREEMENT (“Agreement”) is entered into this __ day of __________ 2025 (“Effective Date”), by and between the CITY OF ALAMEDA, a municipal corporation (“the City”), and MAURICE RAMIREZ, a sole proprietor/individual, whose address is 2515 BLANDING AVENUE, ALAMEDA, CA 94501 (“Provider”), in reference to the following facts and circumstances:
RECITALS
A. The City is a municipal corporation duly organized and validly existing under the laws of the State of California with the power to carry on its business as it is now being conducted under the statutes of the State of California and the Charter of the City.
B. The City is in need of the following services: photography services. Provider was selected on a sole source basis because of provider’s expertise and experience.
C. Provider is specially trained, experienced and competent to perform the special services which will be required by this Agreement.
D. The City and Provider desire to enter into an agreement for photography services, upon the term and conditions herein.
AGREEMENT
NOW, THEREFORE, in consideration of the forgoing, which are incorporated herein by reference, and for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the City and Provider agree as follows:
1. TERM:
The term of this Agreement shall commence retroactively on the 1st day of March 2025, and shall terminate on the 30th day of June 2028, unless terminated earlier as set forth herein.
2. SERVICES TO BE PERFORMED:
Provider agrees to do all necessary work at its own cost and expense, to furnish all labor, tools, equipment, materials, except as otherwise specified, and to do all necessary work included in Exhibit A as requested. Provider acknowledges that the work plan included in Exhibit A is tentative and does not commit the City to request Provider to perform all tasks included therein.
3. COMPENSATION TO PROVIDER:
a. By the 7th day of each month, Provider shall submit to the City an invoice for the total amount of work done the previous month. Pricing and accounting of charges are to be according to the fee schedule as set forth in Exhibit A and incorporated herein by this reference.
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b. Compensation for work under this Agreement, shall not exceed as follows:
Communications
FY 25-26 total compensation shall not exceed $24,000.00 FY 26-27 total compensation shall not exceed $25,200.00 FY 27-28 total compensation shall not exceed $26,460.00
Economic Development
FY 25-26 total compensation shall not exceed $15,000.00 FY 26-27 total compensation shall not exceed $15,750.00 FY 27-28 total compensation shall not exceed $16,538.00
Total three-year compensation: $122,948
Total Compensation for this agreement shall not exceed $122,948
4. TIME IS OF THE ESSENCE:
Provider and the City agree that time is of the essence regarding the performance of this Agreement.
5. STANDARD OF CARE:
Provider shall perform all services under this Agreement in a skillful and competent manner, consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. Provider represents that i t is skilled in the professional calling necessary to perform all services contracted for in this Agreement . Provider further represents that all of its employees and subcontractors shall have sufficient skill and experience to perform the duties assigned to them pursuant to and in furtherance this Agreement.
Provider further represents that it (and its employees and subcontractors) have all licenses, permits, qualifications, and approvals of whatever nature that are legally required to perform the services (including a City Business License , as needed ); and that such licenses and approvals shall be maintained throughout the term of this Agreement. As provided for in the indemnification provisions of this Agreement, Provider shall perform (at its own cost an d expense and without reimbursement from the City) any services necessary to correct errors or omissions which are caused by Provider’s failure to comply with the standard of care provided for herein. Any employee of the Provider or its sub-providers who is determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of any services under this Agreement, or a threat to the safety of persons or property (or any employee who fails or refuses to perform the services in a manner acceptable to the City) shall be promptly removed by the Provider and shall not be re-employed to perform any further services under this Agreement.
6. INDEPENDENT PARTIES:
Provider hereby declares that Provider is engaged as an independent business and Provider agrees to perform the services as an independent contractor. The manner and means of conducting the services and tasks are under the control of Provider except to the extent they are limited by statute, rule or regulation and the express terms of this Agreement. No civil service status or other right of employment will be acquired by virtue of Provider ’s services. None of the benefits provided by the City to its employees, including but not limited to unemployment insurance, Docusign Envelope ID: 0F6FC0AD-9708-4A11-A2DC-71C31C7A1318 Docusign Envelope ID: B3868668-3203-4BDB-935C-E18F26AB1481 Docusign Envelope ID: C04D477D-64B7-4165-A3A2-2DC1FB34C20A
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workers’ compensation plans, vacation and sick leave, are available from the City to Provider, its employees or agents. Deductions shall not be made for any state or federal taxes, FICA payments, PERS payments, or other purposes normally associated with an employer -employee relationship from any compensation due to Provider. Payments of the above items, if required, are the responsibility of Provider. Any personnel performing the services under this Agreement on behalf of Provider shall also not be employees of City and shall at all times be under Provider’s exclusive direction and control.
7. IMMIGRATION REFORM AND CONTROL ACT (IRCA):
Provider assumes any and all responsibility for verifying the identity and employment authorization of all of its employees performing work hereunder, pursuant to all applicable IRCA or other federal, or state rules and regulations. Provider shall indemnify, defend, and hold the City harmless from and against any loss, damage, liability, costs or expenses arising from any noncompliance of this provision by Provider.
8. NON-DISCRIMINATION:
Consistent with the City’s policy and state and federal law that harassment and discrimination are unacceptable conduct, Provider and its employees, contractors, and agents shall not harass or discriminate against any job applicant, City employee, or any other person on the basis of any kind of any statutorily (federal, state or local) protected class, including but not limited to: race, religious creed, color, national origin, ancestry, disability (both mental and physical) including HIV and AIDS, medical condition (e.g. cancer), genetic information, marital status, sex, gender, gender identity, gender expression, age, sexual orientation, pregnancy, political affiliation, military and veteran status or legitimate union activities. Such non-discrimination shall include but not be limited to all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff, or termination. Provider agrees that any violation of this provision shall constitute a material breach of this Agreement.
9. HOLD HARMLESS:
a. To the fullest extent permitted by law, Provider shall indemnify, defend (with counsel acceptable to the City) and hold harmless the City, its City Council, boards, commissions, officials, employees, agents and volunteers (“Indemnitees”) from and against any and all loss, damages, liability, obligations, claims, suits, judgments, costs and expenses whatsoever, including reasonable attorney ’s fees and costs of litigation (“Claims”), arising from or in any manner connected to Provider’s performance of its obligations under this Agreement or out of the operations conducted by Provider even if the City is found to have been negligent. If the Claims filed against Indemnitees alleg e negligence, recklessness or willful misconduct on the part of Provider, Provider shall have no right of reimbursement against Indemnitees for the costs of defense even if negligence, recklessness or willful misconduct is not found on the part of Provider.
Provider shall not have any obligations to indemnify Indemnitees if the loss or damage is found to have resulted solely from the negligence or the willful misconduct of the City. The defense and indemnification obligations of this Agreement are undertaken in addition to, and shall not in any way be limited by, the insurance obligations contained in this Agreement. b. As to Claims for professional liability only, Provider’s obligation to defend Indemnitees (as set forth above) is limited as provided in California Civil Code Section 2782.8.
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c. Provider’s obligation to indemnify, defend and hold harmless Indemnitees shall expressly survive the expiration or early termination of this Agreement.
10. INSURANCE:
a. On or before the commencement of the terms of this Agreement, Provider shall furnish the City’s Risk Manager with certificates showing the type, amount, class of operations covered, effective dates and dates of expiration of insurance coverage in compliance with Sections
10.b. (1) through (4). The Certificate Holder should be The City of Alameda, 2263 Santa Clara, Ave., Alameda, CA 94501. Such certificates, which do not limit Provider’s indemnification, shall also contain substantially the following statement:
“Should any of the above insurance covered by this certificate be canceled or coverage reduced before the expiration date thereof, the insurer affording coverage shall provide thirty (30) days’ advance written notice to the City of Alameda. Attention: Risk Manager.” Provider shall maintain in force at all times during the performance of this Agreement all appropriate coverage of insurance required by this Agreement with an insurance company licensed to offer insurance business in the State of California with a current A.M. Best’s rating of no less than A:VII or Standard & Poor’s Rating (if rated) of at least BBB unless otherwise acceptable to the City. Provider shall deliver updated insurance certificates to the City at the address described in Section 17.f. prior to the expiration of the existing insurance certificate for the duration of the term of Agreement. Endorsements naming the City, its City Council, boards, commissions, officials, employees, agents, and volunteers as additional insured shall be submitted with the insurance certificates.
_____________
Provider Initials
b. COVERAGE REQUIREMENTS:
Provider shall maintain insurance coverage and limits at least as broad as:
(1) Workers’ Compensation:
Statutory coverage as required by the State of California, as well as a Waiver of Subrogation (Rights of Recovery) endorsement. (2) Liability:
Commercial general liability coverage in the following minimum limits:
Bodily Injury: $1,000,000 each occurrence
$2,000,000 aggregate - all other
Property Damage: $1,000,000 each occurrence
$2,000,000 aggregate
If submitted, combined single limit policy with per occurrence limits in the amounts of $2,000,000 and aggregate limits in the amounts of $4 ,000,000 will be Docusign Envelope ID: 0F6FC0AD-9708-4A11-A2DC-71C31C7A1318 Docusign Envelope ID: B3868668-3203-4BDB-935C-E18F26AB1481 Docusign Envelope ID: C04D477D-64B7-4165-A3A2-2DC1FB34C20A Maurice Ramirez 5 Version 03-05-25
considered equivalent to the required minimum limits shown above. Provider shall also submit d eclarations and policy endorsements pages. Additional Insured Endorsement naming the City, its City Council, boards, commissions, officials, employees, agents, and volunteers is required . The Additional Insured Endorsement shall include primary and non-contributory coverage at least as broad as the CG 2010.
(3) Automotive:
Comprehensive automobile liability coverage (any auto) in the following minimum limits:
Bodily injury: $1,000,000 each occurrence
Property Damage: $1,000,000 each occurrence
or
Combined Single Limit: $2,000,000 each occurrence
Additional Insured Endorsement naming the City, its City Council, boards, commissions, officials, employees, agents, and volunteers is required. (4) Photo/Video Professional Liability:
Photo/Video Professional Liability insurance, which includes coverage appropriate for the professional acts, errors and omissions of Provider’s profession and work hereunder, in the following minimum limits:
$35,000 each act
$75,000 aggregate
As to commercial general liability and automobile liability insurance, such insurance will provide that it constitutes primary insurance with respect to claims insured by such policy, and, except with respect to limits, that insurance applies separately to each insured against whom claim is made or suit is brought. Such insurance is not additional to or contributing with any other insurance carried by or for the benefit of the City.
c. SUBROGATION WAIVER:
Provider hereby agrees to waive rights of subrogation that any insurer of Provider may acquire from Provider by virtue of the payment of any loss. Provider agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether the City has received a waiver of subrogation endorse ment from the insurer. The Workers’ Compensation policy shall be endorsed with a waiver of subrogation in favor of the City for all work performed by Provider, its employees, agents and subcontractors. d. FAILURE TO SECURE:
If Provider at any time during the term hereof should fail to secure or maintain the foregoing insurance, the City shall be permitted to obtain such insurance in Provider’s name or as an agent of Provider and shall be compensated by Provider for the costs of the insurance premiums at the maximum rate permitted by law and computed from the date written notice is received that the premiums have not been paid.
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e. ADDITIONAL INSUREDS:
The City, its City Council, boards, commissions, officials, employees, agents, and volunteers shall be named as additional insured(s) under all insurance coverages, except workers’ compensation and professional liability insurance. The naming of an additional insured shall not affect any recovery to which such additional insured would be entitled under this policy if not named as such additional insured. An additional insured named herein shall not be held liable for any premium, deductible portion of any loss, or expense of any nature on this policy or any extension thereof. Any other insurance held by an additional insured shall not be required to contribute anything toward any loss or expense covered by the insurance provided by this policy.
Additional Insured covera ge under Provider’s policy shall be primary and non -contributory and will not seek contribution from the City’s insurance or self -insurance. Any available insurance proceeds broader than or in excess of the specified minimum insurance cove rage requirements and/or limits shall be available to the additional insured(s). f. SUFFICIENCY OF INSURANCE:
The insurance limits required by the City are not represented as being sufficient to protect Provider. Provider is advised to consult Provider ’s insurance broker to determine adequate coverage for Provider. The coverage and limits shall be (1) the minimum coverage and limits specified in this Agreement; or (2) the broader coverage and maximum limits of the coverage carried by or available to Provider; whichever is greater. g. EXCESS OR UMBRELLA LIABILITY:
If any Excess or Umbrella Liability policies are used to meet the limits of liability required by this Agreement, then said policies shall be true “following form” of the underlying policy coverage, terms, conditions, and provisions and shall meet all of the insurance requirements stated in this Agreement, including but not limited to, the additional insured, SIR, and primary insurance requirements stated therein. No insurance policies maintained by the indemnified parties or Additional Insureds, whether primary or excess, and which also apply to a loss covered hereunder, shall be called upon to contribute to a loss until all the primary and excess liability policies carried by or available to the Provider are exhausted. If a Provider is using an Excess Liability policy to supplement any insurance coverage required by this Agreement, they must submit the Excess Liability policy in full.
11. CONFLICT OF INTEREST:
Provider warrants that it is not a conflict of interest for Provider to perform the services required by this Agreement. Provider may be required to fill out a conflict of interest form if the services provided under this Agreement require Provider to make certain governmental decisions or serve in a staff capacity as defined in Title 2, Division 6, Section 18700 of the California Code of Regulations.
12. PROHIBITION AGAINST TRANSFERS:
a. Provider shall not assign, sublease, hypothecate, or transfer this Agreement, or any interest therein, directly or indirectly, by operation of law or otherwise, without prior written consent of the City Manager. Provider shall submit a written request for consent to transfer to the City Manager at least thirty (30) days in advance of the desired transfer. The City Manager or their designee may consent or reject such request in their sole and absolute discretion. Any attempt Docusign Envelope ID: 0F6FC0AD-9708-4A11-A2DC-71C31C7A1318 Docusign Envelope ID: B3868668-3203-4BDB-935C-E18F26AB1481 Docusign Envelope ID: C04D477D-64B7-4165-A3A2-2DC1FB34C20A
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to do so without said consent shall be null and void, and any assignee, sublessee, hypothecate or transferee shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer. However, claims for money against the City under this Agreement may be assigned by Provider to a bank, trust company or other financial institution without prior written consent. b. The sale, assignment, transfer or other disposition of any of the issued and outstanding capital stock, membership interest, partnership interest, or the equivalent, which shall result in changing the control of Provider, shall be construed as an assignment of this Agreement.
Control means fifty percent or more of the voting power of Provider.
13. APPROVAL OF SUB-PROVIDERS:
a. Only those persons and/or businesses whose names and resumés are attached to this Agreement shall be used in the performance of this Agreement. However, if after the start of this Agreement, Provider wishes to use sub-providers, at no additional costs to the City, then Provider shall submit a written request for consent to add sub -providers including the names of the sub - providers and the reasons for the request to the City Manager at least five (5) days in advance. The City Manager may consent or reject such requests in their sole and absolute discretion. b. Each sub -provider shall be required to furnish proof of workers’ compensation insurance and shall also be required to carry general, automobile and professional liability insurance (as applicable) in reasonable conformity to the insurance carried by Provider. c. In addition, any tasks or services performed by sub -providers shall be subject to each provision of this Agreement. Provider shall include the following language in their agreement with any sub-provider: “Sub-providers hired by Provider agree to be bound to Provider and the City in the same manner and to the same extent as Provider is bound to the City.” d. The requirements in this Section 13 shall not apply to persons who are merely providing materials, supplies, data or information that Provider then analyzes and incorporates into its work product.
14. PERMITS AND LICENSES:
Provider, at its sole expense, shall obtain and maintain during the term of this Agreement, all appropriate permits, certificates and licenses, including a City business license that may be required in connection with the performance of the services and tasks hereunder.
15. REPORTS:
a. Each and every report, draft, work product, map, record and other document produced, prepared or caused to be prepared by Provider pursuant to or in connection with this Agreement shall be the exclusive property of the City.
b. No report, information or other data given to or prepared or assembled by Provider pursuant to this Agreement shall be made available to any individual or organization by Provider without prior approval of the City Manager or their designee.
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c. Provider shall, at such time and in such form as City Manager or their designee may require, furnish reports concerning the status of services and tasks required under this Agreement.
16. RECORDS:
a. Generally, the City has the right to conduct audits of Provider’s financial, performance and compliance records maintained in connection with Contractor’s operations and services performed under the Agreement. In the event of such audit, Contractor agrees to provide the City with reasonable access to Contractor’s employees and make all such financial (including annual financial statements signed by an independent CPA), performance and compliance records available to the City. City agrees to provide Contractor an opportunity to discuss and respond to any findings before a final audit report is filed.
b. Provider shall maintain complete and accurate records with respect to the services, tasks, work, documents and data in sufficient detail to permit an evaluation of Provider’s performance under the Agreement, as well as maintain books and records related to sales, costs, expenses, receipts and other such information required by the City that relate to the performance of the services and tasks under this Agreement (collectively the “Records”). c. All Records shall be maintained in accordance with generally accepted accounting principles and shall be clearly identified and readily accessible. Provider shall provide free access to the Records to the representatives of the City or its designees during regular business hours upon reasonable prior notice. The City has the right to examine and audit the Records, and to make copies or transcripts therefrom as necessary, and to allow inspection of all proceedings and activities related to this Agreement. Such Records, together with supporting documents, shall be kept separate from other documents and records and shall be maintained by Provider for a period of three (3) years after receipt of final payment.
d. If supplemental examination or audit of the Records is necessary due to concerns raised by the City’s preliminary examination or audit of records, and the City ’s supplemental examination or audit of the records discloses a failure to adhere to appropriate internal financial controls, or other breach of this Agreement or failure to act in good faith, then Provider shall reimburse the City for all reasonable costs and expenses associated with the supplemental examination or audit.
17. NOTICES:
a. All notices shall be in writing and delivered: (i) by hand; or (ii) sent by registered, express, or certified mail, with return receipt requested or with delivery confirmation requested from the U.S. postal service; or (iii) sent by overnight or same day courier service at the party’s respective address listed in this Section.
b. Each notice shall be deemed to have been received on the earlier to occur of : (x) actual delivery or the date on which delivery is refused ; or (y) three (3) days after notice is deposited in the U.S. mail or with a courier service in the manner described above (Sundays and City holidays excepted).
c. Either party may, at any time, change its notice address (other than to a post office box address) by giving the other party three (3) days prior written notice of the new address.
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d. All notices, demands, requests, or approvals from Provider to the City shall be addressed to the City at:
City of Alameda
City Manager’s Office
2263 Santa Clara Avenue, Room 320
Alameda, CA 94501
ATTENTION: Communications and Legislative Affairs Officer Ph: (510) 747-4700
e. All notices, demands, requests, or approvals from the City to Provider shall be addressed to Provider at:
Maurice Ramirez
2515 Blanding Avenue
Alameda, CA 94501
ATTENTION: Owner
Ph: (510) 882-2522
f. All updated insurance certificates from Provider to the City shall be addressed to the City at:
City of Alameda
City Manager’s Office
2263 Santa Clara Avenue, Room 320
Alameda, CA 94501
ATTENTION: Sarah Henry/Communications and Legislative Affairs Officer Ph: (510) 747-4700 / [email protected]
18. SAFETY:
a. Provider will be solely and completely responsible for conditions of all vehicles owned or operated by Provider, including the safety of all persons and property during performance of the services and tasks under this Agreement. This requirement will apply continuously and not be limited to normal working hours. In addition, Provider will comply with all s afety provisions in conformance with U.S. Department of Labor Occupational Safety and Health Act, any equivalent state law, and all other applicable federal, state, county and local laws, ordinances, codes, and any regulations that may be detailed in other parts of the Agreement. Where any of these are in conflict, the more stringent requirements will be followed. Provider’s failure to thoroughly familiarize itself with the aforementioned safety provisions will not relieve it from compliance with the obligations and penalties set forth herein. b. Provider will immediately notify the City within 24 hours of any incident of death, serious personal injury or substantial property damage that occurs in connection with the performance of this Agreement. Provider will promptly submit to the City a writte n report of all incidents that occur in connection with this Agreement. This report must include the following information: (i) name and address of injured or deceased person(s); (ii) name and address of Provider’s employee(s) involved in the incident; (i ii) name and address of Provider’s liability insurance carrier; (iv) a detailed description of the incident; and (v) a police report.
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19. TERMINATION:
a. In the event Provider fails or refuses to perform any of the provisions hereof at the time and in the manner required hereunder, Provider shall be deemed in default in the performance of this Agreement . If such default is not cured within two (2) business days after receipt by Provider from the City of written notice of default, specifying the nature of such default and the steps necessary to cure such default, the City may thereafter immediately terminate the Agreement forthwith by giving to Provider written notice thereof. b. The foregoing notwithstanding, the City shall have the option, at its sole discretion and without cause, of terminating this Agreement by giving seven (7) days’ prior written notice to Provider as provided herein.
c. Upon termination of this Agreement either for cause or for convenience, each party shall pay to the other party that portion of compensation specified in this Agreement that is earned and unpaid prior to the effective date of termination. The obligation of the parties under this Section 19.c. shall survive the expiration or early termination of this Agreement.
20. ATTORNEYS’ FEES:
In the event of any litigation, including administrative proceedings, relating to this Agreement, including but not limited to any action or suit by any party, assignee or beneficiary against any other party, beneficiary or assignee, to enforce, interpret or seek relief from any provision or obligation arising out of this Agreement, the parties and litigants shall bear their own attorney’s fees and costs. No party or litigant shall be entitled to recover any attorneys’ fees or costs from any other party or litigant, regardless of which party or litigant might prevail.
21. HEALTH AND SAFETY REQUIREMENTS.
Provider acknowledges that the City shall have the right to impose, at the City’s sole discretion, requirements that it deems are necessary to protect the health and safety of the City employees, residents, and visitors. Provider agrees to comply with all such re quirements, including, but not limited to, mandatory vaccinations, the use of personal protective equipment (e.g. masks), physical distancing, and health screenings. Provider also agrees to make available to the City, at the City’s request, records to demonstrate Provider’s compliance with this Section.
22. COMPLIANCE WITH ALL APPLICABLE LAWS:
During the term of this Agreement, Provider shall keep fully informed of all existing and future state and federal laws and all municipal ordinances and regulations of the City of Alameda which affect the manner in which the services or tasks are to be performed by Provider, as well as all such orders and decrees of bodies or tribunals having any jurisdiction or authority over the same. Provider shall comply with all applicable laws, state and federal and all ordinances, rules and regulations enacted or is sued by the City. Provider shall defend, indemnify, and hold City (including its officials, directors, officers, employees, and agents) free and harmless from any claim or liability arising out of any failure or alleged failure to comply with such laws and regulations pursuant to the indemnification provisions of this Agreement.
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23. CONFLICT OF LAW:
This Agreement shall be interpreted under, and enforced by the laws of the State of California without regard to any choice of law rules which may direct the application of laws of another jurisdiction. The Agreement and obligations of the parties are subject to all valid laws, orders, rules, and regulations of the authorities having jurisdiction over this Agreemen t (or the successors of those authorities). Any suits brought pursuant to this Agreement shall be filed with the courts of the County of Alameda, State of California.
24. WAIVER:
A waiver by the City of any breach of any term, covenant, or condition contained herein shall not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant, or condition contained herein, whether of the same or a different character.
25. INTEGRATED CONTRACT:
Subject to the language of Section 33, the Recitals and exhibits are a material part of this Agreement and are expressly incorporated herein. This Agreement represents the full and complete understanding of every kind or nature whatsoever between the parties hereto, and all preliminary negotiations and agreements of whatsoever kind or nature are merged herein. No verbal agreement or implied cov enant shall be held to vary the provisions hereof. Any modification of this Agreement will be effective only by written execution signed by both the City and Provider.
26. PREVAILING WAGES:
Provider is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq. as well as California Code of Regulations, Title 8, Section 1600, et seq., (“Prevailing Wage Laws”) which require the payment of prevailing wage rates and the performance of other requirements on “public works” and “maintenance” projects. Provider agrees to fully comply with such Prevailing Wage Laws if the services are being performed as part of an applicable “public works” or “maintenance” project as defined by the Prevailing Wage Laws and if the total compensation is $1,000 or more. City, upon Provider’s request, shall provide Provider with a copy of the prevailing rates of per diem wages in effect at the commencement of this Agreement.
Provider shall make copies of the prevailing rates of per diem wages for each craft, classification, or type of worker needed to execute the services available to interested parties upon request; and shall post copies at the Provider’s principal place of business and at the project site. Provider shall defend, indemnify, and hold the City (its elected officials, o fficers, employees, and agents) free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws.
27. CAPTIONS:
The captions in this Agreement are for convenience only, are not a part of the Agreement and in no way affect, limit or amplify the terms or provisions of this Agreement.
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28. COUNTERPARTS:
This Agreement may be executed in any number of counterparts (including by fax, PDF , DocuSign, or other electronic means), each of which shall be deemed an original, but all of which shall constitute one and the same instrument.
29. SIGNATORY:
By signing this Agreement, signatory warrants and represents that they executed this Agreement in their authorized capacity and that by their signature on this Agreement, they or the entity upon behalf of which they acted, executed this Agreement.
30. CONTROLLING AGREEMENT:
In the event of a conflict between the terms and conditions of this Agreement (as amended, supplemented, restated or otherwise modified from time to time) and any other terms and conditions wherever contained, including, without limitation, terms and conditions included within exhibits, the terms and conditions of this Agreement shall control and be primary. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
Docusign Envelope ID: 0F6FC0AD-9708-4A11-A2DC-71C31C7A1318 Docusign Envelope ID: B3868668-3203-4BDB-935C-E18F26AB1481 Docusign Envelope ID: C04D477D-64B7-4165-A3A2-2DC1FB34C20A Maurice Ramirez 13 Version 03-05-25
IN WITNESS WHEREOF, the parties have each caused this Agreement to be duly executed on its behalf as of the Effective Date.
MAURICE RAMIREZ CITY OF ALAMEDA
a sole proprietor/individual a municipal corporation
MAURICE RAMIREZ JENNIFER OTT
Owner City Manager
RECOMMENDED FOR APPROVAL
SARAH HENRY
Communications and Legislative Affairs
Officer
APPROVED AS TO FORM:
City Attorney
MICHAEL ROUSH
Special Counsel
Docusign Envelope ID: 0F6FC0AD-9708-4A11-A2DC-71C31C7A1318 Docusign Envelope ID: B3868668-3203-4BDB-935C-E18F26AB1481 Docusign Envelope ID: C04D477D-64B7-4165-A3A2-2DC1FB34C20A
SOLE PROPRIETOR: Maurice Ramirez, Photographer
2515 Blanding Avenue • Alameda, CA 94501
[email protected] • 510-882-2522
CLIENT: City of Alameda
2263 Santa Clara Avenue
Alameda, CA 94501
Scope of Work and Licensing Proposal
I. Proposal Overview
This proposal outlines a 3 year partnership between Maurice Ramirez and the City of Alameda for professional photography and videography services.
II. Project Scope and Objectives
1. Visual Content Creation
Maurice Ramirez will provide professional photography and videography services to support content development for the following two departments of the City of Alameda:
Department of Communications
● Reporting to: Communications Department Director
● Assignments: Two (2) photography sessions per month (up to 3 hours on site, photo editing and processing, delivery of up to 40 final edited images per shoot, unless otherwise agreed).
● Photographer may also capture additional images or events by mutual agreement and with separate approval.
Examples of current and past assignments: Monthly Alameda Photo Coverage, State of the City 2025 State of the City video
Economic Development
● Reporting to: Economic Development Department Director ● Photo and/or Video Campaigns as requested and cost defined by project scope and budget.
Examples of past campaigns: Alameda Restaurant Week, Public Arts Website, Shop Local, and Economic Development Strategic Plan.
2. Project Collaboration and Review
● Actively participate in strategy sessions and provide creative input. ● Submit drafts and revisions according to agreed timeline. ● Collaborate with vendors contracted by the City of Alameda as well as local businesses, associations, and communities to produce high quality content
3. Ongoing Consultation
● Provide recommendations to enhance the City’s visual communication strategies.
Exhibit A
Docusign Envelope ID: 0F6FC0AD-9708-4A11-A2DC-71C31C7A1318 Docusign Envelope ID: B3868668-3203-4BDB-935C-E18F26AB1481 Docusign Envelope ID: C04D477D-64B7-4165-A3A2-2DC1FB34C20A ● Ensure the timely delivery of impactful, professional still images and videos that meet
the
City’s
objectives.
III. Licensing Terms 1. Grant of License Maurice Ramirez Photography grants the City of Alameda a non-exclusive license to use still images
and
videos
across
digital,
print,
web,
and
social
media
platforms
for
promotional,
informational,
and
local
campaign
purposes
(excluding
paid
ad
placements).
2. Duration Three years, renewable upon mutual agreement. 3. Geographic Scope Worldwide. 4. Attribution Still Images: Must include credit: “Photo by Maurice Ramirez.” Video: Must include credit: “Video by Maurice Ramirez.” 5. Exclusions Paid Ad Placements: Any use in paid advertisements, such as social media ads, search engine
marketing,
or
print/digital
banner
ads,
bus
ads,
billboards,
and
outside
marketing
agencies,
require
additional
licensing
fees.
Resale: Selling content to third parties for any purpose. Sublicensing: Granting rights to other entities or individuals to use the content Third-party Distribution: Sharing or distributing the content for use by third parties. Additional Uses: Any use beyond these terms requires prior written approval and may incur additional fees. IV. Compensation Department of Communication FY 25-26: $24,000 maximum.
FY
26-27:
$25,200
maximum.
FY 27-28: $26,460 maximum. Economic Development FY 25-26: $15,000 maximum.
FY
26-27:
$15,750
maximum.
FY 26-27: $16,538 maximum.
Docusign Envelope ID: 0F6FC0AD-9708-4A11-A2DC-71C31C7A1318 Docusign Envelope ID: B3868668-3203-4BDB-935C-E18F26AB1481 Docusign Envelope ID: C04D477D-64B7-4165-A3A2-2DC1FB34C20A Adjustments: A 5% annual increase will apply to the contract. Contingency Fund: 20% of the total contract value is allocated for additional services or adjustments, subject to mutual agreement. V. Deliverables Format: High-resolution edited images in jpeg format. Delivery Method: Via secure gallery for stills, and Vimeo for video. VI. Payment Terms Due Date: 15 days after invoice submission. Accepted Methods: bank transfer, check. VII. Terms and Conditions Copyright: Maurice Ramirez retains the copyright for all images, which remain his property unless otherwise agreed in writing.
Contingency: Licensing rights are contingent upon full payment. Usage: Any unauthorized use of the images is subject to additional fees or legal action.
VIII. Independent Contractor Status Photographer is an independent contractor and not an employee of the City of Alameda. Nothing in
this
Agreement
shall
be
construed
as
creating
an
employer-employee
relationship.
Maurice Ramirez, Sole Proprietor Signature: ___________________________ Date: July 10, 2025 Maurice Ramirez, Owner Docusign Envelope ID: 0F6FC0AD-9708-4A11-A2DC-71C31C7A1318 Docusign Envelope ID: B3868668-3203-4BDB-935C-E18F26AB1481 Docusign Envelope ID: C04D477D-64B7-4165-A3A2-2DC1FB34C20A WLTR005
THE HARTFORD
BUSINESS SERVICE CENTER
3600 WISEMAN BLVD
SAN ANTONIO TX 78251 July 16, 2025
CITY OF ALAMEDA
ATTENTION: RISK MANAGER
950 W MALL SQ STE 205
ALAMEDA CA 94501-7607
Account Information:
Policy Holder Details :
MAURICE RAMIREZ D/B/A
MAURICE RAMIREZ PHOTO
DESIGN
Contact Us
Need Help?
Chat online or call us at
(866) 467-8730.
We're here Monday - Friday.
Enclosed please find a Certificate Of Insurance for the above referenced Policyholder. Please contact us if you have any questions or concerns.
Sincerely,
Your Hartford Service Team
Docusign Envelope ID: B3868668-3203-4BDB-935C-E18F26AB1481 Docusign Envelope ID: C04D477D-64B7-4165-A3A2-2DC1FB34C20A
CERTIFICATE OF LIABILITY INSURANCE
DATE (MM/DD/YYYY)
07/16/2025
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.
THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.
IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATIONIS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s).
PRODUCER
HILL & USHER INS & SURETY/PHS
59302202
The Hartford Business Service Center
3600 Wiseman Blvd
San Antonio, TX 78251
CONTACT
NAME:
PHONE
(A/C, No, Ext):
(866) 467-8730 FAX
(A/C, No):
E-MAIL
ADDRESS:
INSURER(S) AFFORDING COVERAGE NAIC#
INSURED
MAURICE RAMIREZ D/B/A MAURICE RAMIREZ PHOTO DESIGN
2515 BLANDING AVE
ALAMEDA CA 94501-1505
INSURER A : Hartford Underwriters Insurance Company 30104 INSURER B :
INSURER C :
INSURER D :
INSURER E :
INSURER F :
COVERAGES CERTIFICATE NUMBER: REVISION NUMBER:
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED.NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS
CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
INSR
LTR TYPE OF INSURANCE ADDL
INSR
SUBR
WVD
POLICY NUMBER POLICY EFF
(MM/DD/YYYY)
POLICY EXP
(MM/DD/Y YYY) LIMITS
A
COMMERCIAL GENERAL LIABILITY
X 59 SBW BM7S80 07/02/2025 07/02/2026
EACH OCCURRENCE $2,000,000
CLAIMS-MADE X OCCUR DAMAGE TO RENTED
PREMISES (Ea occurrence) $1,000,000
X General Liability MED EXP (Any one person) $10,000
PERSONAL & ADV INJURY $2,000,000
GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $4,000,000
X POLICY PRO-
JECT
LOC PRODUCTS - COMP/OP AGG $4,000,000
OTHER:
A
AUTOMOBILE LIABILITY
59 SBW BM7S80 07/02/2025 07/02/2026
COMBINED SINGLE LIMIT
(Ea accident) $2,000,000
ANY AUTO BODILY INJURY (Per person)
ALL OWNED
AUTOS
SCHEDULED
AUTOS BODILY INJURY (Per accident)
X
HIRED
AUTOS X
NON-OWNED
AUTOS
PROPERTY DAMAGE
(Per accident)
UMBRELLA LIAB
EXCESS LIAB
OCCUR
CLAIMS-
MADE
EACH OCCURRENCE
AGGREGATE
DED RETENTION $
WORKERS COMPENSATION
AND EMPLOYERS' LIABILITY
ANY
PROPRIETOR/PARTNER/EXECUTIVE
OFFICER/MEMBER EXCLUDED?
(Mandatory in NH)
If yes, describe under
DESCRIPTION OF OPERATIONS below
N/ A
PER
STATUTE
OTH-
ER
Y/N E.L. EACH ACCIDENT
E.L. DISEASE -EA EMPLOYEE
E.L. DISEASE - POLICY LIMIT
A Wedding Photographers &
Videographers E & O
59 SBW BM7S80 07/02/2025 07/02/2026 Each Wrongful Act
Aggregate
$35,000
$75,000
DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Those usual to the Insured's Operations. The Business Liability Coverage Part includes a Blanket Additional Insured By Contract Endorsement, Form SL 30 32.
CERTIFICATE HOLDER CANCELLATION
CITY OF ALAMEDA
ATTENTION: RISK MANAGER
950 W MALL SQ STE 205
ALAMEDA CA 94501-7607
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED
BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS.
AUTHORIZED REPRESENTATIVE
© 1988-2015 ACORD CORPORATION. All rights reserved.
ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD Docusign Envelope ID: B3868668-3203-4BDB-935C-E18F26AB1481 Docusign Envelope ID: C04D477D-64B7-4165-A3A2-2DC1FB34C20A