A G R E E M E N T
THIS AGREEMENT, dated for purposes of identification only this _________ day of ______________, 2022, is made and entered into by and between the CITY OF ANAHEIM, a municipal corporation,
hereinafter referred to as "ANAHEIM,"
A
N
D
RON ROBERSON, an individual,
hereinafter referred to as "VIDEOGRAPHER."
W I T N E S S E T H
WHEREAS, ANAHEIM 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 of Anaheim; and
WHEREAS, ANAHEIM desires to employ VIDEOGRAPHER to perform camera work for special events and operation projects, a critical part of the City of Anaheim’s Communications Office operation, and provide services to record, document and archive City of Anaheim events. In addition, VIDEOGRAPHER may also provide services as an editor and director in connection with City Council meetings. The foregoing services may include editing video programs using ANAHEIM footage, recording City Council meetings and workshops in Council Chambers and scheduling programs on Anaheim TV; and WHEREAS, VIDEOGRAPHER has the professional qualifications, background and expertise to provide such services.
NOW, THEREFORE, FOR AND IN CONSIDERATION OF THE FOLLOWING PROMISES, COVENANTS, AND CONDITIONS, THE PARTIES HERETO AGREE AS FOLLOWS:
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2 1. SCOPE OF WORK
A. VIDEOGRAPHER shall provide ANAHEIM professional services relating to its Video Operations production, including the following:
1. Videotape as assigned at specific events.
2. Interview subjects from these events.
3. Visually document various activities for archival purposes.
4. Edit video programs of specific events.
5. Videotape assigned City Council Meetings.
6. Videotape assigned workshops.
7. Schedule assigned City Council Meetings and/or workshops on Anaheim TV.
B. No written materials or other writings attributable to ANAHEIM or prepared under this Agreement shall be submitted for publication or supplied to any public or private media except as expressly approved in advance by the City Manager of ANAHEIM. ANAHEIM retains the right to edit any material produced by VIDEOGRAPHER pursuant to this Agreement, and ANAHEIM’s decision with respect to editorial issues and content shall be final and binding upon VIDEOGRAPHER. Any written materials prepared by VIDEOGRAPHER pursuant to, or in performance of VIDEOGRAPHER’S services under, this agreement shall be and remain the sole property of ANAHEIM.
2. TIME OF PERFORMANCE
VIDEOGRAPHER acknowledges that worked is to be completed by assigned dates of events and time is of the essence of this Agreement. In the event of delay beyond the VIDEOGRAPHER’S control, VIDEOGRAPHER shall immediately notify ANAHEIM of the need for an appropriate extension of the schedule and the reasons justifying such an extension. 3 3. TERM
This Agreement shall commence on the Effective Date as defined in Section 13 and shall continue in full force and effect until the maximum compensation is paid, unless terminated by either Party in accordance with Section 6 (Termination of Services).
4. COMPENSATION
ANAHEIM shall pay VIDEOGRAPHER, for services satisfactorily performed pursuant to this Agreement, Fifty Dollars ($50.00) per hour for time increments up to eight (8) hours. For services performed in connection with City Council meetings, there shall be a four (4) hour minimum. If VIDEOGRAPHER works more than eight (8) hours in a day, overtime will be paid at a rate of Seventy Dollars ($70.00) per hour.
In no event shall the maximum compensation payable under this Agreement exceed Three Hundred Thousand Dollars ($300,000).
5. METHOD OF BILLING
VIDEOGRAPHER shall submit monthly invoices for work performed pursuant to this Agreement. ANAHEIM agrees to pay VIDEOGRAPHER for work performed and authorized expenses incurred within thirty to forty-five (30-45) days after submission of a statement from VIDEOGRAPHER describing such work, fees and expenses.
6. TERMINATION OF SERVICES
ANAHEIM may terminate this Agreement with or without cause upon giving VIDEOGRAPHER at least seven (7) working days' written notice. If this Agreement is terminated, VIDEOGRAPHER will be paid for costs incurred and actual services satisfactorily performed up to and including the date of termination.
4 7. ENTIRE AGREEMENT
This writing constitutes the entire agreement between the parties with respect to the subject matter hereof, and supersedes all oral or written representations or written agreements which may have been entered into between the parties. No modification or revision shall be of any force or effect, unless the same is in writing and executed by the parties hereto.
8. INDEPENDENT CONTRACTOR
The performance of VIDEOGRAPHER’S services hereunder shall be in the capacity of an independent contractor and not as an officer, agent, or employee of ANAHEIM. In consideration for the compensation paid to VIDEOGRAPHER by ANAHEIM, VIDEOGRAPHER agrees that ANAHEIM shall not be liable or responsible for any benefits, including, but not limited to, worker's compensation, disability, retirement, life, unemployment, health or any other benefits and VIDEOGRAPHER agrees that it shall not sue or file a claim, petition or application therefor against ANAHEIM or any of its officers, employees, agents, representatives or sureties.
9. INSURANCE
Without limiting ANAHEIM's right to indemnification, it is agreed that VIDEOGRAPHER shall secure prior to commencing any activities under this Agreement, and maintain during the term of this Agreement, insurance coverage as follows:
Workers' Compensation Insurance as required by California statutes.
Comprehensive General Liability Insurance, or Commercial General Liability Insurance, including coverage for Premises and Operations, Contractual Liability, Personal Injury Liability, Products/Completed Operations Liability, Broad-Form Property Damage (if applicable) and Independent Consultants' Liability (if applicable), in an amount of not less than One Million Dollars ($1,000,000.00) per occurrence, combined single limit, written on an occurrence form. 5 Comprehensive Automobile Liability coverage; including, as applicable, owned, non- owned and hired autos, in an amount of not less than Two Hundred Fifty Thousand Dollars ($250,000.00) per occurrence, combined single limit, written on an occurrence form.
ANAHEIM's Risk Manager is hereby authorized to reduce requirements set forth above in the event he determines that such reduction is in ANAHEIM's best interest.
Each insurance policy required by this Agreement shall contain the following clauses:
"This insurance shall not be canceled, limited in scope or coverage, or non-renewed until after thirty (30) days prior written notice has been given to the City Clerk, City of Anaheim, 200 S. Anaheim Blvd., Anaheim, CA 92805."
"It is agreed that any insurance maintained by the City of Anaheim shall apply in excess of and not contribute with insurance provided by this policy." Each insurance policy required by this Agreement, excepting policies for workers' compensation and professional liability, shall contain the following clause:
"The City of Anaheim, its officials, agents, employees, representatives and volunteers are added as additional insureds as respects operations and activities of, or on behalf of the named insured, performed under contract with the City of Anaheim." Prior to commencing any work under this Agreement, VIDEOGRAPHER shall deliver to ANAHEIM insurance certificates confirming the existence of the insurance required by this Agreement, and including the applicable clauses referenced above. Also, within thirty (30) days of the execution date of this Agreement, VIDEOGRAPHER shall provide to ANAHEIM endorsements to the above-required policies, which add to these policies the applicable clauses referenced above. Said endorsements shall be signed by an authorized company affiliation and title. Should it be deemed necessary by ANAHEIM, it shall be VIDEOGRAPHER's responsibility to see that ANAHEIM receives documentation acceptable to ANAHEIM which sustains that the individual signing said endorsements is indeed authorized to do so by the insurance company. Also, ANAHEIM has the right to demand, and to receive within a reasonable time period, copies of any insurance policies required under this Agreement. 6 In addition to any other remedies ANAHEIM may have if VIDEOGRAPHER fails to provide or maintain any insurance policies or policy endorsements to the extent and within the time herein required, ANAHEIM may, at its sole option:
A. Order VIDEOGRAPHER to stop work under this Agreement and/or withhold any payment(s) which become due to VIDEOGRAPHER hereunder until VIDEOGRAPHER demonstrates compliance with the requirements hereof.
B. Terminate this Agreement.
Exercise of any of the above remedies, however, is an alternative to other remedies ANAHEIM may have and is not the exclusive remedy for VIDEOGRAPHER's failure to maintain insurance or secure appropriate endorsements.
Nothing herein contained shall be construed as limiting in any way the extent to which VIDEOGRAPHER may be held responsible for payments of damages to persons or property resulting from VIDEOGRAPHER or its subcontractor's performance of the work covered under this Agreement.
10. INDEMNIFICATION
VIDEOGRAPHER agrees to indemnify and hold harmless ANAHEIM, its officials, employees, representatives and ANAHEIM-designated volunteers from and against any and all claims, demands, defense costs, or liability of any kind or nature, including loss or damage to any tools and/or equipment owned by or leased to VIDEOGRAPHER arising out of or in connection with VIDEOGRAPHER's ( or VIDEOGRAPHER’s subcontractors, if any) performance or failure to perform, under the terms of this contract; excepting those which arise out of the sole negligence of ANAHEIM.
11. NO ASSIGNMENT OR SUBCONTRACTING
This Agreement is a personal services contract and is entered into by ANAHEIM based upon VIDEO GRAPHER’S unique professional experience, background and skills. This Agreement shall not be assignable. Any purported assignment by VIDEOGRAPHER shall be 7 voidable by ANAHEIM. None of the work or services to be provided pursuant to this Agreement shall be subcontracted to third parties without prior written approval from ANAHEIM.
12. AUDIT
ANAHEIM reserves the right to audit, at its sole cost and expense, and to examine any cost, revenue, payment, charge, claim, other record or supporting documentation resulting from any items set forth in this Agreement. Any such audit(s) shall be undertaken by ANAHEIM or its representative at reasonable times and in conformance with generally accepted auditing standards. ANAHEIM's right to audit shall include the right to contact third parties to confirm entries in VIDEOGRAPHER’S supporting documentation. VIDEOGRAPHER agrees to fully cooperate with any such audits and shall make office and support facilities available to ANAHEIM's representatives as may be reasonably necessary to complete any such audits and inspections. This right to audit shall extend during the length of this Agreement and for a period of two years following the date of final payment hereunder. VIDEOGRAPHER agrees to retain all necessary records and documentation for the entirety of this audit period. VIDEOGRAPHER will be notified in writing of any exception taken as a result of an audit. Any adjustments and/or payments which must be made as a result of any such audit or inspection of VIDEOGRAPHER’S records shall be made within thirty (30) days from presentation of ANAHEIM's findings to VIDEOGRAPHER.
13. GOVERNING LAW
This Agreement shall be governed by the laws of the State of California. If any portion of this Agreement is held invalid under any applicable statute or rule of law, then such portion only shall be deemed invalid.
14. NOTICES
Any notice or demand required or permitted to be given by the terms of this 8 Agreement, or by any law or statute may be given by ANAHEIM by depositing said notice or demand in the U.S. Mail, postage prepaid, addressed to VIDEOGRAPHER at VIDEOGRAPHER’S address or any new address provided by VIDEOGRAPHER in writing to ANAHEIM. Service of said notice or demand on VIDEOGRAPHER shall be complete five (5) days after deposit of said notice or demand in the mail. Any notice or demand required or permitted by the terms of this Agreement or by any law or statute may be given by VIDEOGRAPHER by delivering said notice or demand to ANAHEIM at: 200 South Anaheim Boulevard, Anaheim, California 92805, Attention: City Clerk. Service of said notice or demand shall be complete when received at the office of the City Clerk. Notices and communication concerning this Agreement shall be sent to the following addresses:
ANAHEIM VIDEOGRAPHER
City of Anaheim Ron Roberson
Attention: City Clerk 9726 Mayne Street, Suite 1
200 S. Anaheim Blvd. Bellflower, California 90706
Anaheim, CA 92805
15. EFFECTIVE DATE
The effective date of this Agreement shall be the date it is signed by ANAHEIM. (Remainder of page intentionally left blank; signatures on next page) 11 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed on the dates hereinafter respectively set forth.
CITY OF ANAHEIM
a municipal corporation
DATE OF EXECUTION: By:
Jim Vanderpool
City Manager
“ANAHEIM”
RON ROBERSON an individual DATE OF EXECUTION:
By:
Title:
Printed Name:
“VIDEOGRAPHER”
APPROVED AS TO FORM:
ROBERT FABELA, CITY ATTORNEY
By:
Kristin A. Pelletier
Chief Assistant City Attorney, Civil Division
Dated:
105074.3