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AGREEMENT FOR PROFESSIONAL OR TECHNICAL SERVICES INDEPENDENT CONTRACTOR THIS AGREEMENT is made and entered into this day 2003, by and between the City of Moscow, Idaho, 206 East Third Street, Moscow, Idaho, 83843, a municipal corporation of the State of Idaho (hereinafter referred to as "CITY"), and Photon Production Services, 630 SW Cityview Street, Pullman, Washington, 99163 (hereinafter referred to as "CONTRACTOR"). In consideration of the mutual promises and covenants herein contained, it is hereby agreed as tallows: I. Scope and Schedule of Work. CONTRACTOR agrees to perform services under this Agreement as described in Exhibit A, Scope and Schedule of Work, attached hereto and incorporated herein by reference. All obligations and services of CONTRACTOR undertaken pursuant to this Agreement shall be satisfactorily completed for each event CITY schedules with CONTRACTOR. Events will be scheduled no later than one week prior. Events may be cancelled up to three days prior without cost or expense to CITY. If an event is cancelled with less than three days notice, a two hour charge may still be assessed. CITY is relying on CONTRACTOR'S represented skills, experience, and training as the basis for awarding this Agreement. CONTRACTOR shall be responsible for the professional quality, technical adequacy and accuracy, timely completion, and the coordination of all services pursuant to this Agreement. CONTRACTOR shall, without additional compensation, correct or revise any errors, omissions, or other deficiencies in its services caused by CONTRACTOR. II. Independent Contractor Status. CONTRACTOR is considered an independent contractor who shall at all times perform its duties and responsibilities and carry out all services as an independent contractor and shall never represent or construe its status to be that of an agent or employee of CITY, nor shall CONTRACTOR be eligible for any employee benefits. During the course of the Agreement, CONTRACTOR shall be responsible and exercise full control over the method, manner, and means of performing the scope of work. CONTRACTOR may use CITY equipment to perform the functions described in Exhibit A. Routine maintenance and repair of said equipment will be the responsibility of CITY. but CONTRACTOR will be responsible for repairs resulting from misuse. III. Compensation and Method of Payment. For the work under this Agreement, CITY shall pay CONTRACTOR as sole compensation for the services performed under this Agreement, such sums of money as are arrived at by assessment of the status of the work performed on each task in the scope of services and payment based on the tasks completed at each billing cycle. CONTRACTOR shall complete the various phases of the work under this Agreement as more specifically set fmth in Exhibit A. The maximum compensation for the scope of work associated with this Agreement shall not exceed the sum specified in Exhibit A unless modified and agreed to in writing by both parties. Modifications to the Agreement scope, time, and budget may be made with the agreement of both parties. CONTRACTOR shall submit an original invoice prepared on a form approved by CITY. on a basis for the work completed during the previous month. PROFESSIONAL SERVICES AGREEMENT- PHOTON PRODUCTION SERVICES PAGE I OF S 2003-51 ---PAGE BREAK--- Payment shall not be made until CITY is fully satisfied with the services performed for the previous month. Payment shall be made through CITY'S ordinary payment process, and shall be considered timely if made within thirty (30) days of receipt of a properly completed invoice. Final payment will not be made until all services and work have been completed to the full satisfaction of CITY. All payments shall be subject to adjustment for any amounts, upon audit or otherwise, determined to have been improperly invoiced. In no event shall the total of CITY'S payment pursuant to this Agreement exceed the amount set forth in Exhibit A. IV. Reporting and Inspections. CONTRACTOR, at such times and in such form as CITY may require, shall furnish CITY with periodic reports pertaining to the work and services undertaken pursuant to this Agreement. CONTRACTOR will make available to CITY all work-related accounts, records and documents for inspection, auditing, or evaluation during normal business hours in order to assess performance, compliance and/or quality assurance under this Agreement. All final products provided to CITY shall be considered the property of CITY with no restrictions on the use thereof. V. Suspension and Termination. CITY, at its sole discretion, may suspend or terminate the performance of services under this Agreement by written notice to CONTRACTOR, in whole, or from time to time in part, whenever CONTRACTOR fails to perform in a timely and responsible manner the services required herein, or whenever the fulfillment or accomplishment of the purpose of this Agreement has, in the judgment of CITY, become impossible, impractical, or unnecessary tor whatever reason. Notice of suspension shall occur two weeks prior to suspension and shall indicate the anticipated period of suspension. CONTRACTOR shall resume performance of services under this Agreement without delay when notified in writing of the date the suspension period ends. Notice of termination shall occur two weeks prior to the date of an early termination. All work in progress, completed work, and pertinent data shall be submitted to CITY by the date of termination. CONTRACTOR, at its sole discretion, may suspend or terminate the performance of services under this Agreement by written notice to CITY. Notice of termination shall occur not less than fourteen ( 14) days prior to the date of an early termination. VI. lndemnificationfHold Harmless. CONTRACTOR shall defend, indemnify and hold CITY. its officers, officials, employees, and volunteers harmless from any and all claims, injuries, damages, losses or suits including attorney fees, arising out of or resulting from the acts, errors or omissions of CONTRACTOR in performance of this Agreement, except for injuries and damages caused by the sole negligence of CITY. CITY is authorized to withhold or offset any fees owing CONTRACTOR as a result of this indemnification. VII. Waivers and Hold Harmless. CONTRACTOR acknowledges there are risks to its person and property associated with the use of CITY'S equipment and waives any claim based on its use. CONTRACTOR agrees it will inspect CITY equipment before each use to determine it is operating safely, CONTRACTOR further agrees it will not use any equipment that is not sate to operate and will report such deficiencies to the Information Systems Manager. PROFESSIONAL SERVICES AGREEMENT- PHOTON PRODUCTION SERVICES PAGE2 OF 8 ---PAGE BREAK--- CONTRACTOR'S waiver includes any claim against CITY for damage or injury to the maximum extent permitted by law for all claims including any and all related claims in law or in equity, anticipated or unanticipated, direct or indirect, fixed or contingent, which do or may presently exist, or which may accrue by reason of any act, omission, event transaction, matter or cause whatsoever related to CONTRACTOR'S negligence perfonnance of the Agreement. CITY makes no representation regarding the condition of any equipment used by CONTRACTOR. Insurance. CONTRACTOR shall procure and maintain tor the duration of the Agreement, insurance against claims for injuries to persons or damage to property which may arise from or in connection with the performance of the work hereunder by CONTRACTOR, its agents, representatives, or employees. A. Minimum Scope of Insurance. CONTRACTOR shall obtain insurance of the types described below: I. Workers Compensation coverage as required by law. 2. Commercial General Liabilitv insurance shall cover liability arising from premises, operations, independent contractors, products-completed operations. personal injury and advertising injury, and liability assumed under an insured contract. B. Minimum Amounts of Insurance. CONTRACTOR shall maintain the following insurance limits: Commercial General Liability insurance shall be written with limits no less than one million dollars ,000,000) each occurrence. C. Other Insurance Provisions. The insurance policies are to contain, or be endorsed to contain, the following provisions for Automobile Liability insurance: I. CONTRACTOR'S insurance coverage shall be primary insurance. Any insurance, self-insurance, or insurance pool coverage maintained by CITY shall be excess of CONTRACTOR'S insurance and shall not contribute with it. 2. CONTRACTOR'S insurance shall be endorsed to state that coverage shall not be canceled by CONTRACTOR, except after thirty (30) days prior written notice by certified mail, retum receipt requested, has been given to CITY. D. Acceptability of Insurers. Insurance is to be placed within insurers with a current A.M. Best rating of not less than A: VII. E. Verification of Coverage. CONTRACTOR shall fum ish CITY with original certiticates and a copy of the amendatory endorsements, including but not necessarily limited to the additional insured endorsement, evidencing the insurance requirements of CONTRACTOR before commencement of the work. PROFESSIONAL SERVICES AGREEMENTa PI-JOlON PRODUCTION SERVICES PAGE3 OF8 ---PAGE BREAK--- VIII. Assignment. CONTRACTOR shall not assign, subcontract, delegate, or transfer any obligation, interest, or claim to or under this Agreement or for any of the compensation due it hereunder, in whole or in part, except as authorized in writing by CITY IX. Interpretation and Venue. Idaho law shall govern the interpretation of this Agreement Latah County shall be the venue of any arbitration or lawsuit arising out of this Agreement This document shall be deemed and construed to have been prepared mutually by all parties and it shall be expressly agreed that any uncertainty or ambiguity existing therein shall not be construed against any party. In the event that any party shall take an action whether judicial or otherwise. to enforce or interpret any terms of the settlement, the prevailing parties shall be entitled to recover from the other party all expenses that it may reasonably incur and taking such action, including attorneys' fees and costs, whether incurred in a court of law or otherwise. X. Unenforceable Clauses. If one or more of the clauses of this Agreement is found to be unenforceable, illegal or contrary to public policy, the Agreement will remain in full force and effect except for the clauses that are unenforceable, illegal or contrary to public policy. XI. Entire Agreement. This Agreement constitutes the complete and final agreement of the parties, replaces and supersedes all oral and/or written proposals and agreements heretofore made on the subject matter, and may be modified only in writing and signed by both parties. Each party hereby acknowledges receipt of a copy of this Agreement executed by both parties. XII. enewal. The term of this Agreement shall commence on the day of u č. 2003 and terminate September 30, 2004. The City, in its sole discretion, may elect to renew this Agreement under the same terms and conditions as the initial Agreement by giving CONTRACTOR thirty (30) days written notice prior to the expiration of the current term. Subsequent renewals shall be exercised in the same manner. IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the day and year first written above. CITY CONTRACTOR City of Moscow, Idaho Photon Production Services PROFESSIONAL SERVICES AGREEMENT PHOTON PRODUCTION SERVICES PAGE 4 OF g ---PAGE BREAK--- STATE OF IDAHO ) ) ss. COUNTY OF LATAH ) ACKNOWLEDGMENT On this day of NoV ->Vl . .y , 2003, before me, a Notary Public in and for said State, appeared Geoff Webb, known to me to be the person named above and acknowledged that he executed the foregoing document as the duly authorized representative for Photon Production Servic s. ) Ag_re,ement'".J>rofessiomil Services-PhotonProdHCI )\pm PROFE,SS!ONAL SERVICES AGREEMENT PHOTON PRODUCTfON SERVICES PAGE 5 OFf: ---PAGE BREAK--- Exhibit A Scope and Schedule of Work Scope of Work: CONTRACTOR shall perform all technical services required to film, broadcast, telecast, televise, and record on permanent and/or temporary media, meetings as directed by CITY. Such services contemplate use by CONTRACTOR of cameras and broadcast equipment owned and provided by CITY, and are as follows: Recording Meetings In The Council Chambers Basic Function: To set up the video and sound equipment in order to broadcast a meeting through cable Channel 13. Arrival should be approximately fifteen to twenty minutes prior to the meeting as scheduled. Before The Meeting Starts: Open cabinet containing video equipment. Samsung mixer the two slider bars, bus 1 and bus 2 need to be turned down to prevent audio from going out live in the air. Samsung mixer Channel l l and Channel 12 both levels need to be turned down to zero. The tape input button needs to be depressed to eliminate NPR radioing broadcasting out on the a1r. Turn the master up to the green dot on the Shir mixer. Move Channels up to the green dot. Channel 8 can be turned up approximately to gain level of 9. Council Chambers: There is a box directly behind the Council seats that houses a PD mixer. There are two adjustments on this. Tape auxiliary level needs to be turned up to the green dot. As well as the main master. There is a microphone in a tall stand next to the podium that needs to be approximately directed at an individual's average height. There is also a shmi stand containing a microphone that should be next to the podium. Move it to the west side of the room approximately in the center of the table. There is also a cordless microphone back in the cabinet where the video equipment that needs to be brought out and set on the same table. The Equipment Cabinet: There is a Panasonic VCR that needs to be powered on and a VHS tape to record the meeting. If it is a Council meeting write "2 Meetings" on one tape. Do not worry about lead time or bars. PROFESSIONAL SERVICES AGREEMENTa PHOTON PRODUCTION SERVICES PAGE6 OF 8 ---PAGE BREAK--- There is a Panasonic monitor on top of the VCR that can be tumed on. This is what the viewers at home see. There are three Panasonic TR990's that have labels I through 3. Each monitor with a camera is seen through cameras I - 3 respectively. Next to these monitors there are also two larger Panasonic monitors that need to be turned on. These monitors only function as monitors. There is a Panasonic remote control module that controls each camera depending on which one is selected. The mode switch needs to be moved from bar to cam, and the cameras need to be cycled through 1 - 3. Move the Iris from manual to auto and cycle back through the cameras I - 3. The VCR must be set to record. Once set up is complete you are to notify the Mayor that you are ready. Bus 1 and bus 2 slider bars can be slid up to the green dots to allow tor audio to go out live on the air. During The Meeting: Maintain a view of the person speaking at all times. When The Meeting Is Over: Bus I and 2 must be slid down to zero to prevent conversation to be put over the air. Camera selection #4 must be selected to send the power point presentation back on Channel 13. Move to the PO mixer behind council seats, return master gain down to zero. Move tape auxiliary level back down to zero. Video Equipment Shut Down: (Must be doue in the following sequence of events.) Starting with the Iris control; tum the Iris control all the way down to zero. Switch back to manual and cycle back through the cameras I - 3. Switch the mode back to bar and cycle through the cameras 1 - 3. The TR990's can all be powered down. The two monitors next to it can be powered down. The Panasonic TV on top of the VCR can be powered down. Recording should be stopped by this point Deliver the tape to the City Clerk or whomever is taking the minutes tor the meeting. I 2 on the Samsung mixer can be tumed back up to approximately level two or the second dot The tape auxiliary button on the Samsung mixer must also be pressed. This will enable NPR news to be broadcast out on the TV. Make sure all the gains are tumed down other than Channels 1 1 and 12. Bus I and Bus 2 slide bars can go back up to the green dots. PROFESSIONAL SERVICES AGREEMENT- PHOTON PRODUCTJON SERVICES PAGE 7 OF 8 ---PAGE BREAK--- Check on the Magna vox TV outside on the right of the video equipment cabinet. Check Channel 13 and make sure that the power point presentation is on the air as well as NPR. If all this is complete the cabinets can be locked-up and you can go home. CONTRACTOR shall be entitled to charge twenty dollars 0) per hour tor services rendered pursuant to this Agreement. CONTRACTOR shall be guaranteed a minimum of nineteen (19) hours per month pursuant to this Agreement CONTRACTOR shall be allowed fifteen (15) minutes set-up time and fifteen ( J 5) minutes take-down time in addition to actual broadcast time tor each meeting for which CONTRACTOR performs its duties. Meetings will include, but are not limited to City Council meetings every l" and 3'd Monday nights, beginning at 7:00 p.m. or as otherwise scheduled by Council and weekly workshops occurring every Monday night beginning at 4:00p.m. and ending at approximately 6:00p.m. or as otherwise scheduled by CounciL Additional hours of service may be requested to record special Council meetings and workshops and other meetings. Such additional hours will be charged at twenty dollars 0) per hour. PROFESSIONAL SERVICES AGREEMENT- PI!OTON PRODUCTION SERVICES PAGE80F8