HomeMy Public PortalAboutAgreement_2022-07-05_Jambazian, GeraldAGREEMENT BY AND BETWEEN
THE CITY OF TEMPLE CITY
AND
GERALD A. JAMBAZIAN
This Agreement for the Maintenance of TempleCityPhotos.com ("Agreement") is
entered into as of July 5th, 2022 ("Effective Date") by and between the CITY OF TEMPLE
CITY, a California municipal corporation ("City"), and GERALD A. JAMBAZIAN, a sole
proprietor ("Jambazian"). City and Jam bazian are sometimes hereinafter individually
referred to as "Party" and hereinafter collectively referred to as the "Parties."
RECITALS
A. TempleCityPhotos.com, created by Jambazian, has been in operation for 22 years
and provides residents of the City free access to photographs of municipal and other City
events occurring in the community.
B. Free access to all photographs on TempleCityPhotos.com provides City residents
with a significant public benefit.
C. City believes it is in the best interest of City and its residents and public to ensure the
continued access of free photographs provided on TempleCityPhotos.com by Jambazian.
OPERATIVE PROVISIONS
NOW, THEREFORE, in consideration of the mutual promises and covenants made by the
Parties and contained here and other consideration, the value and adequacy of which are
hereby acknowledged, the Parties agree as follows:
SECTION 1. TERM OF AGREEMENT.
The term of this Agreement is for three (3) years, commencing on the Effective Date,
first ascribed above.
SECTION 2. SCOPE OF AGREEMENT.
A. Jambazian shall ensure TempleCityPhotos.com remains free and accessible to the
public and City. In addition, Jambazian will make all reasonable effort to have the
TempleCityPhotos.com website and the photographs on TempleCityPhotos.com available
to the public 365 days a year, 24 hours a day, excluding routine maintenance and upkeep of
the website.
B. Jambazian shall attend a minimum of twelve (12) City events with a minimum of one
(1) hour of photography time per event. Photographs from these events shall be uploaded
to TempleCityPhotos.com as soon as reasonably possible.
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C. Upon request of City, Jambazian, through TempleCityPhotos.com, prints or
electronic mail, shall provide and allow the use of any and all photographs related to the
City taken between January 1, 2000 through the termination of this Agreement.
D. City may use photographs provided by Jambazian or TempleCityPhotos.com for all
public purposes, including but not limited to social media posts, publications or program
flyers in perpetuity.
E. City shall attribute photography credit to TempleCityPhotos.com.
SECTION 3. COMPENSATION.
A. The total payment to be provided by City to Jambazian, to take photographs, upload
photographs and maintain the TempleCityPhotos.com website, for the term of this
Agreement shall be fifteen thousand nine hundred dollars ($15,900.00) with a total not to
exceed the amount of five thousand three hundred dollars ($5,300.00) per year.
B. Jambazian shall submit an invoice every 30 days to the City with descriptions of the
events attended where photographs are captured. The City shall pay Jambazian a fee of
four hundred forty one dollars and sixty six cents ($441.66) per month, not to exceed five
thousand three hundred dollars ($5,300.00) per year.
C. As City events and activities do not always fall sequentially on a regular month to
month basis, Jambazian will provide a quarterly basis a list of the City events and evidence
that photographs of the events are accessible to the City and public free of charge on
TempleCityPhotos.com, so as to ensure that a minimum of twelve (12) events per year
have been satisfied.
SECTION 4. TERMINATION OF AGREEMENT, DEFAULT.
A. The Parties may terminate this Agreement, with or without cause at any time by
giving thirty (30) days written notice of termination to the other Party. In event such notice is
given, Jambazian shall cease all work in progress. Jambazian shall furnish a final invoice for
all services. The final invoice shall be paid in the same manner as set forth in Section 3.
Upon termination of this Agreement, City may continue use of photographs posted on
TempleCityPhotos.com or provided by Jambazian for all public purposes.
B. If the TempleCityPhotos.com website is not available or not accessible to the public
for more than five (5) consecutive days, Jambazian will notify City. City shall provide
fourteen (14) days to cure the default. If TempleCityPhotos.com remains unavailable for
more than sixty (60) days, this Agreement will be considered null and void.
SECTION 5. INDEPENDENT CONTRACTOR.
Jambazian is and shall at all times remain a wholly independent contractor and not
an officer, employee or agent of the City. Jambazian shall have no authority to bind City in
any manner, nor to incur any obligation, debt or liability of any kind on behalf of or against
City, whether by contract or otherwise.
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SECTION 6. INDEMNIFICATION.
To the extent permitted by law, the Parties hereby agree to indemnify and hold
harmless each other, its officer, directors, members, contractors, agents, and employees
from and against any and all causes of action, claims, liabilities, obligations, demands,
judgments, or damages, including reasonable attorneys' fees and costs of litigation that
arises solely out of the negligence, recklessness, or willful misconduct by the Parties in
connection with this Agreement.
SECTION 7. INSURANCE.
Jambazian shall provide and maintain insurance, acceptable to the City, in full force
and effect throughout the term of this Agreement, against claims for injuries to persons or
damages to property which may arise from or in connection with this Agreement by
Jambazian, its agents, representatives or employees. Jambazian may procure said
insurance through the California Joint Insurance Authority Vendor Insurance program.
SECTION 8. AMENDMENT.
No amendment to or modification of this Agreement shall be valid unless made in
writing and approved by Jambazian and by the City.
SECTION 9. LAW TO GOVERN; VENUE.
This Agreement shall be interpreted, construed and governed according to the laws
of the State of California. In the event of litigation between the Parties, venue in state trial
courts shall lie exclusively in the County of Los Angeles, California.
SECTION 10. ATTORNEY FEES, COSTS AND EXPENSES.
In the event litigation or other proceeding is required to enforce or interpret any
provision of this Agreement, each Party shall be responsible for their own attorney's fees,
costs and expenses.
SECTION 11. ENTIRE AGREEMENT.
This Agreement is the entire, complete, final and exclusive expression of the Parties
with respect to the matters addressed therein and supersedes all other agreements or
understandings, whether oral or written, or entered into between the Parties. No statements,
representations or other agreements, whether oral or written, made by any Party which are
not embodied herein shall be valid and binding.
SECTION 12.SEVERABILITY.
If any term, condition or covenant of this Agreement is declared or determined by
any court of competent jurisdiction to be invalid, void or unenforceable, the remaining
provisions of this Agreement shall not be affected thereby and the Agreement shall be read
and construed without the invalid, void or unenforceable provision(s).
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IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on the
date and year first -above written.
CITY OF TEMPLE CITY
Bryan Cook, City Manager
ATTEST: APPROVED AS TO FORM:
Peggy Kuo, City Clerk
GERALD A. JAMBAZIAN
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Gregory M. Murphy, City Attorney