A G R E E M E N T
THIS AGREEMENT, dated for purposes of identification only this _______ day
of __________________, 2023, is made and entered into by and between the
CITY OF ANAHEIM, a municipal corporation, hereinafter referred to as "ANAHEIM,"
A
N
D
JONATHAN PRICE DESIGN, a sole proprietorship, hereinafter referred to as "CONTRACTOR".
W I T N E S S E T H:
WHEREAS, ANAHEIM requires design services in connection with ANAHEIM MAGAZINE through ANAHEIM’s information office; and
WHEREAS, in accordance with CONTRACTOR’s Proposal dated July 6, 2023 (“Proposal”) attached hereto as Exhibit "A" and incorporated herein by reference, ANAHEIM wishes CONTRACTOR to design, upon the request of the City Manager, the quarterly issues of ANAHEIM MAGAZINE; and
WHEREAS, CONTRACTOR’S Proposal, as modified by this Agreement, is acceptable to ANAHEIM.
NOW, THEREFORE, FOR AND IN CONSIDERATION OF THE MUTUAL
PROMISES, COVENANTS AND CONDITIONS HEREIN CONTAINED, THE PARTIES HERETO AGREE AS FOLLOWS:
1. PURPOSE OF SERVICES.
CONTRACTOR, upon request of the City Manager, agrees to perform all of the graphic design services set forth in the Proposal, within the time required to issue quarterly issues
of ANAHEIM MAGAZINE on schedule. This is a non -exclusive Agreement and ANAHEIM may obtain services from other design companies.
2. COMPENSATION.
ANAHEIM shall pay CONTRACTOR as consideration for the work satisfactorily performed pursuant to this Agreement at the rate set forth in the P roposal for each issue of ANAHEIM MAGAZINE, provided, however, that subsequent to 2023 , the City Manager shall have the authority to increase the hourly rate as set forth in the Proposal once annually in accordance with the percentage increase in the Consumer’s Price Index for the Long Beach-Orange County area. It is understood and agreed between the parties to this Agreement that full and complete payment for all Services provided in accordance with this Agreeme nt shall not exceed the sum of Forty Thousand Dollars ($40,000.00) per contract year.
Payment for Services rendered hereunder shall be made upon satisfactory completion of CONTRACTOR’s services for each issue of ANAHEIM MAGAZINE as set forth in the Estimates attached to the Proposal. Upon completion of the Services for each issue of ANAHEIM MAGAZINE, CONTRACTOR shall, within thirty (30) days of the completion thereof, submit a detailed invoice for the total charges for work performed under the terms of this Agreement. Such invoice for wor k satisfactorily performed will be paid within thirty (30) days after receipt of the invoice by ANAHEIM.
3. 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.
4. ASSIGNMENT.
Neither ANAHEIM nor CONTRACTOR shall assign or transfer its interest in this agreement without the written consent of the other.
5. COMPLIANCE WITH APPLICABLE LAWS.
In the performance of this agreement, CONTRACTOR shall abide by and conform to any and all applicable laws of the United States, State of California, and ordinances, regulations, policies of the City of Anaheim.
6. CAPACITY AS INDEPENDENT CONTRACTOR.
Performance of CONTRACTOR'S services hereunder shall be in the capacity of an independent contractor and not as an officer, agent or employee of the City of Anaheim. In consideration for the compensation paid to CONTRACTOR by ANAHEIM pursuant to Section 2 of this Agreement, CONTRACTOR agrees that ANAHEIM, its officers, employees, agents, representatives and sureties shall not be liable or responsible for any benefits, including but not limited to, workers' compensation, disability, retirement, life, unemployment, health or any other benefits and CONTRACTOR agrees that he shall not sue or file a claim, petition, or application therefore against ANAHEIM or any of its officers, employees, agents, representatives, or sureties.
7. TERM OF AGREEMENT.
This Agreement shall commence upon the Effective Date and shall continue in full force and effect for one (1) year, unless sooner terminat ed by either party pursuant to P aragraph 12, below. The City Manager is hereby authorized to extend the term of this Agreement upon the same terms and conditions for no more than two (2) one-year terms after the initial term, provided that (i) ANAHEIM sends written notice to CONTRACTOR of its election to renew the Agreement no later than thirty (30) days prior to the expiration of the Agreement, (ii) CON TRACTOR
provides ANAHEIM with written acceptance of the renew al within fifteen (15) days of ANAHEIM's notice to CONTRACTOR of its election to renew, and (iii) the City Council of the City of Anaheim approves an appropriation of funds for this Agreement in its annual budget.
All Parties recognize that the continuation of this Agreement after the close of any fiscal year of ANAHEIM, which fiscal year ends on June 30 of each year, shall be subject to budget approval providing for or covering such contract items as an expenditure in said budget.
ANAHEIM does not represent that said budget item will be actually adopted, said determination being the determination of the City Council at the time of the adoption of the budget herein. No penalty shall accrue to ANAHEIM in the event this provision shall be exercised. Sho uld termination be accomplished in accordance with this Section, a settlement shall be negotiated by the Parties based on items delivered, services provided, monies paid and monies due.
8. NOTICES.
Notices and communication concerning this Agreement sha ll be sent to the following addresses:
ANAHEIM CONTRACTOR
City of Anaheim Jonathan Price Design
Attention: City Clerk 21074 W. Coronado Road
200 S. Anaheim Blvd. Buckeye, AZ 85396
Anaheim, CA 92805
9. INSURANCE.
CONTRACTOR shall secure prior to commencing any activities under this Agreement and maintain in force during the term of this Agreement, at his own expense, automobile liability insurance, public liability and property damage insurance and worker’s compensation insurance in an amount as required by California statutes, if applicable to
CONTRACTOR, in the amounts determined by ANAHEIM'S Risk Manager. CONTRACTOR shall provide proof of such insurance to ANAHEIM.
10. HOLD HARMLESS.
CONTRACTOR agrees to in demnify, defend and hold harmless ANAHEIM, its officers, agents, employees, and representatives for damage to property and for injury to or death of any person and from all claims, demands, actions, arising out of or in connection with CONTRACTOR'S performance of this agreement, except those arising out of the sole negligence of ANAHEIM, its officers, agents, employees and representatives.
11. OWNERSHIP OF DOCUMENTS.
It is understood by and agreed between the parties that all documents, records, and other materials developed by CONTRACTOR pursuant to this Agreement shall become the property of ANAHEIM and shall be delivered to ANAHEIM upon completion of the services, but may be used by CONTRACTOR in the furtherance of his own know-how.
12. TERMINATION OF AGREEMENT.
A. ANAHEIM reserves and has the right to terminate this Agreement upon thirty (30) days prior written notice to CONTRACTOR and the right and privilege to cancel, suspend, or abandon the execution of all or any work in connection with this Ag reement at any time upon thirty (30) days' written notice of CONTRACTOR.
B. In the event of termination, cancellation, suspension or abandonment, all finished or unfinished documents prepared by CONTRACTOR shall, at the option of ANAHEIM, become ANAHEIM'S property.
C. In the event of termination, ANAHEIM shall pay CONTRACTOR for all services satisfactorily performed to date of termination of this Agreement.
13. REPRESENTATIVE OF CITY.
The Chief Communications Officer of ANAHEIM, or his or her designated representative, shall represent ANAHEIM in all matters pertaining to the services to be rendered under this Agreement.
14. EXTRA SERVICES.
No extra services beyond the scope of this agreement shall be rendered by CONTRACTOR unless such extra services shall be authorized in writing by the City Manager of ANAHEIM, or his or her designee.
15. EFFECTIVE DATE.
This Agreement shall be effective on the date on which this Agreement is executed by ANAHEIM ("Effective Date").
[signatures appear on the next page]
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed on the dates hereinafter respectively set forth.
DATED OF EXECUTION: CITY OF ANAHEIM,
a municipal corporation
__________________________
By______________________________
Mayor of the City of Anaheim
ATTEST:
_________________________________
City Clerk of the City of Anaheim
"ANAHEIM"
JONATHAN PRICE DESIGN
DATE OF EXECUTION: By___________________________________
_________________________ Printed Name___________________________
Title__________________________________
"CONTRACTOR"
APPROVED AS TO FORM:
ROBERT FABELA, CITY ATTORNEY
By__________________________
Bryn M. Morley
Deputy City Attorney
Date________________________
122303.3
ESTIMATE
Prepared for:
City of Anaheim
Public Information Office
c/o: Erin Ryan
200 S. Anaheim Blvd., #733
Anaheim, California 92805
Tel (714) 765-5045
Estimate Number: 061-190
Estimate Date: July 6, 2023
Project Name: Annual Graphic Design Services
Graphic Design Services Estimate
Anaheim Magazine Graphic Design Services — English Version $5,400.00 Each 24-Page Anaheim Magazine issue will be billed
at a rate of, and will not exceed: $5,400.00.
Anaheim Magazine Graphic Design Services — Spanish Version $800.00 Each 24-Page Anaheim Magazine Spanish issue
(based upon the design of the English version) will be billed at a rate of, and will not exceed: $800.00.
Additional Misc. Graphic Design Services $60.00/Hr.
Additional graphic design services will be billed at a rate of $60.00/Hr.
Prepared by:
Jonathan Price Design
21074 W. Coronado Road
Buckeye, AZ 85396
(623) 262-3274
Notes:
• Copyrights of work are not transferred to the City of Anaheim until payment is received in full.
• Final electronic files will be provided electronically to client. • Jonathan Price Design is not responsible for collecting CA Sales Tax, if applicable, on behalf of the City of Anaheim.
• This proposal is valid up to 90 days after date posted above, at which time Jonathan Price Design reserves the right to re-estimate. • Terms: Net thirty days.