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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. 1 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. 2 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). 3 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 4 Gregory M. Murphy, City Attorney