AUTHORIZATION TO ESTABLISH NEW AGREEMENTS FOR SERVICE FOR GRAPHIC DESIGN SERVICES AND PROFESSIONAL PHOTOGRAPHY AND VIDEOGRAPHY SERVICES

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1 CITY COUNCIL CONSENT CALENDAR JUNE 19, 2017 SUBJECT: INITIATED BY: AUTHORIZATION TO ESTABLISH NEW AGREEMENTS FOR SERVICE FOR GRAPHIC DESIGN SERVICES AND PROFESSIONAL PHOTOGRAPHY AND VIDEOGRAPHY SERVICES COMMUNICATIONS DEPARTMENT Lisa Marie Belsanti (Director of Communications)~ Joshua Schare (Public Information Officer) F' STATEMENT ON THE SUBJECT: The City Council will receive an update on the creation of an authorized pool of qualified graphic designers, photographers, and videographers, who will be issued Agreements for Service based on a recently conducted RFQ/Qualifications submission and review process. RECOMMENDATIONS: 1. Receive an update regarding an authorized pool of qualified graphic designers, photographers, and videographers that will be issued Agreements for Service. 2. Authorize the City Manager to execute all of the Agreements for Service.. BACKGROUND I ANALYSIS: At its regular meeting on October 6, 2014, the City Council approved a Consent Item authorizing city staff to issue a Request for Qualifications (RFQ) for Graphic Design Services and a Request for Qualifications (RFQ) for Professional Photography Services. At its January 20, 2015 regular meeting, the City Council authorized the City Manager to execute all of the Agreements for Service for a pool of graphic design professionals and photographers to be utilized on an "as needed" basis for a variety of communications and public information needs by the City. The Agreements for Service established in 2004 will terminate on June 30, At its regular meeting on February 6, 2017, the City Council approved a Consent Item authorizing city staff to issue a Request for Qualifications (RFQ) for Graphic Design Services and a Request for Qualifications (RFQ) for Professional Photography and/or Videography Services. On February 13, 2017, the City issued these two RFQs, which were posted by the City Clerk's office to the City's web portal for RFP/RFQ/BID notices at In addition to notifying all staff and community stakeholders about Page 1of5 AGENDA ITEM 2.S.

2 the RFQ process, online ads were purchased on targeted sites and Communications Department staff proactively reached out to graphic design professionals and professional photographers to secure a diverse pool of applicants. The RFQ submission period closed on March 6, 2017 at 5 p.m. Goal and Scope of Services The goal in establishing an updated pool of graphic design professionals and professional photographers and videographers is to ensure fairness and to confirm an ongoing standard of professionalism in all designed or broadcasted materials throughout the City across Departments and Divisions. Graphic design projects may include, and are not be limited to: brochures, letterhead, flyers, postcards, posters, public outreach materials, logo design, infographics, web design, billboard design, photo imaging, document layout, prepress/print coordination, and general design consultation. Photography projects may include, but are not limited to: documenting special events, meetings, and community gatherings, as well as establishing collections of images on an "as needed" basis for architectural photos, urban landscapes, street scenes, sitespecific images, and more. In addition, City needs may include: headshots, portraits, group shots, documentary images, art-directed campaign images, and more. Videography projects may include, but are not limited to: Pre-production/concept development, coordination with the City to develop the messaging for the relevant audience (resident, business), advise on appropriate lengths, format, distribution or other details of production, post production and distribution o Story/concept creation. Selection Process For the vendor selection process, the City assembled a staff-based panel for each set of Qualifications submissions. The panels collectively reviewed each and every Qualifications submission and provided independent score sheets, which were averaged in order to weigh final approvals of candidates. Vendors' qualifications were evaluated against the criteria as presented in the RFQ. In reviewing the Qualifications, it was observed that there is a "range" of standard fees among vendors. As different projects require different levels of technical expertise, it can be expected that more highly technical creative direction projects (for example for an outdoor advertising campaign) will have higher billing rates than flier/event notice production, which is more simplistic in scope. Similarly, high-quality architectural photography will have a higher billing rate than event photography sessions and high Page 2 of 5

3 production videography for campaigns may have higher billing rates than small social media videos for events. The pre-approved vendor lists will feature each graphic design professional or photographer or videographer's billing rates to be compared against the others along with unique capacities, so that the range of billing rates and technical capacities among different vendors is clear before one particular vendor is selected for a project. A wide range of submissions for graphic design services and photography services was received and reviewed in this process. The City did not receive a sufficient number of videography professionals in order to meet the needs to meet the rapidly increasing demand of producing additional video content. The City's Communications Department is reopening the RFQ for Videography Services in order to attract additional Videography Qualifications submissions on a rolling basis through the last business day of the calendar year, December 29, 2017 and the same evaluation process will be used to, on a case-by-case basis, add pre-qualified Videography vendors to the City's list of pre-authorized vendors. Thirty-two (32) Qualifications submissions were received for Graphic Design Services; twenty-one (21) will be issued Agreements for Service. Fifteen (15) Qualifications submissions were received for Professional Photography Services; ten (10) will be issued Agreements for Service. Thirteen (13) Qualifications submissions were received for Professional Videography Services; nine (9) will be issued Agreements for Service. All agreements will begin on July 1, 2017 and terminate on June 30, Agreement for Services Tiers Based upon past usage and anticipated needs, a tiered system has been developed so that vendors can complete a reasonable range of work for the City on a variety of project across Departments and Divisions. Not-to-exceed amounts have been determined for the next three-year contract term (July 1, 2017 to June 30, 2020) in two tiers based on past use of specific vendors, campaign and/or Departmental workflows, and anticipated outreach projects so that vendors can satisfactorily complete comprehensive assignments. Tier I contract terms are not-to-exceed fiscal year amount of $20,000 and not-to-exceed $60,000 over the three-year contract; Tier II contract terms are not-to exceed terms fiscal year amount of $35,000 and not-to-exceed $105,000 over the three-year contract. This item establishes the contracted vendors who are eligible to work with the City on graphic design, photography, and videography needs. It is not anticipated that the full contract amounts will be expended, even remotely so, for most vendors. CONFORMANCE WITH VISION 2020 AND THE GOALS OF THE WEST HOLLYWOOD GENERAL PLAN: Page 3 of S

4 This item is consistent with the Primary Strategic Goal(s) (PSG) and/or Ongoing Strategic Program(s) (OSP) of: OSP-1: Adaptability to Future Change. OSP-2: Institutional Integrity. OSP-14: Enhance Technology and Access for the City and its Citizens. In addition, this item is compliant with the following goal(s) of the West Hollywood General Plan: G-3: Provide excellent customer service, including utilization of emerging technologies. EVALUATION PROCESSES: Submitted Qualifications were evaluated by a panel according to criteria set forth in the RFQ document(s). Individuals and firms were evaluated according to the following criteria: Qualifications of Firm Qualifications of Personnel Approach and Understanding of the Scope of Work Cost of Services ENVIRONMENTAL SUSTAINABILITY AND HEAL TH: As part of the RFQ packet, proposers were required to describe methods that will be used while conducting business that encourage recycling of materials and implementation of environmentally friendly practices and procedures. COMMUNITY ENGAGEMENT: The City ed the Request for Qualifications (RFQ) to those inquirers who expressed an interest, contacted all current design and photography vendors, conducted social media to promote, and put the RFP on the City website in order to attract a broad range of Qualifications submissions. OFFICE OF PRIMARY RESPONSIBILITY: COMMUNICATIONS DEPARTMENT FISCAL IMPACT: There is no financial impact to approving the issuance of contracts related to the RFQs. Departments and Divisions will incorporate activities related to this item into currently budgeted work plans. This item establishes the contracted vendors who are eligible to work with the City on graphic design, photography, and videography needs. It is not Page 4 of 5

5 anticipated that the full contract amounts will be expended, even remotely so, for most vendors. Instead, the intention behind the issuance of various contracts is to provide City Departments and Divisions the ability to select from a wide variety of qualified professionals, while also allowing a broad range of vendors the opportunity to work with the City. In order to utilize the services of these professionals, Divisions and Departments will need to submit a Purchase Order request to the Department of Finance, for approval, to encumber all or a portion of one of the contracts. Each Purchase Order must utilize already budgeted funds in the current fiscal-year operating budget, ensuring that spending for these services will remain within the approved budget. Once the annual contract amount for a specific vendor has been accounted for, Divisions and Departments will need to utilize services from a different vendor for other projects, ensuring a variety of vendors are used. ATTACHMENTS: Attachment A. Vendors for Agreements for Service Attachment B. Agreement for Service (Sample), Graphic Design Services Attachment C. Agreement for Service (Sample), Professional Photography Attachment D. Agreement for Service (Sample), Videography Services Page 5 of 5

6 ATTACHMENT A... City of West Hollywood Pre-Approved Vendors for: Graphic Design I Photography I Videography The City of West Hollywood's Communications Department will authorize an approved selection of graphic designers, photographers, and videographers who are contracted until June 30, Services are to be used by the City across Departments and Divisions on an as-needed basis for a variety of communications functions. Graphic Design Amy (Jamila) Saaed Bumpercar, Inc. Colleen Corcoran & Joseph Prichard Cynthia Tan Design Golden Design Studio Gretchen Goetz Design Jim Pietras Creative Joanne Shannahoff, Graphic Design Ku lovcommunications Oleg Volovik Plastic Palm Tree Pop the Pixel Rikki Poulos Graphic Design Services Robin O'Connell Design Ruben Esparza Design Selbert Perkins Design Collaborative Shilton (Jun) Hasunuma Symblaze, Inc. verynice We The Creative Yes Design Group ATTACHMENT A I City of West Hollywood, Pre-Approved Vendors for: Graphic Design I Photography I Videography - Page 1 of 2

7 Pre-Approved Vendors for: Graphic Design I Photography I Videography Photography Jeff Tsuji Joel H. Mark Jonathan Moore Photography Joshua Barash Oleg Volovik Richard E. Settle SadoFoto Tony Coelho Viscott Limited We.Are. Vision Videography Damian Martorana Danny Smight Gear 6 Productions Kain O'Keeffe Paragon Media Tyler Stanley Viscott Limited We.Are.Vision Zoo Crew Productions A TT AC HM ENT A I City of West Hollywood, Pre-Approved Vendors for: Graphic Design I Photography I Videography - Page 2 of 2

8 ATTACHMENT B CITY OF WEST HOLLYWOOD This Agreement is made on this 30 1 h day of May, 2017, at West Hollywood, California, by and between the City of West Hollywood, a municipal corporation, 8300 Santa Monica Boulevard, West Hollywood, California (hereinafter referred to as the "CITY") and [Graphic Design Professional] [Address] (hereinafter referred to as the "CONTRACTOR"). RECITALS A. The CITY proposes to contract for services as outlined below; B. The CONTRACTOR is willing to perform such services and has the necessary qualifications by reason of experience, preparation, and organization to provide such services; C. NOW, THEREFORE, the CITY and the CONTRACTOR, mutually agree as follows: 1. SERVICES. The CONTRACTOR shall perform those services set forth in "Exhibit A," which is attached hereto and incorporated herein by reference. 2. TERM OF AGREEMENT. The term of this contract shall commence upon execution by both parties and shall expire on June 30, 2020 unless extended in writing in advance by both parties. 3. TIME OF PERFORMANCE. The services of the CONTRACTOR are to commence upon receipt of a notice to proceed from the CITY and shall continue until all authorized work is completed to the CITY's satisfaction, in accordance with the schedule incorporated in "Exhibit A," unless extended in writing by the CITY. 4. PAYMENT FOR SERVICES. The CONTRACTOR shall be compensated in an amount not to exceed [$105,000 and/or $35,000 for Tier I; or $60,000 and/or $20,000 for Tier II] per fiscal year for services provided pursuant to this Agreement as described in "Exhibit A." Compensation shall under no circumstances be increased except by written amendment of this Agreement. The CONTRACTOR shall be paid within forty-five (45) days of presentation of an invoice to the CITY for services performed to the CITY's satisfaction. The CONTRACTOR shall submit invoices monthly describing the services performed, the date services were performed, a description of reimbursable costs, and any other information requested by the CITY. 5. CONTRACT ADMINISTRATION The CITY's Representative. Unless otherwise designated in writing, Lisa Marie Belsanti, shall serve as the CITY's representative for the administration of the project. All activities performed by the CONTRACTOR shall be coordinated with this person Manager-in-Charge. For the CONTRACTOR, [name], shall be in charge of the project on all matters relating to this Agreement and any agreement or approval made by her/him shall be binding on the CONTRACTOR. The Manager-in-Charge shall not be replaced without the written consent of the CITY. Contract-ExhibitC-April 2017 Page 1 of 13

9 5.3. Responsibilities of the CITY. The CITY shall provide all relevant documentation in its possession to the CONTRACTOR upon request in order to minimize duplication of efforts. The CITY's staff shall work with the CONTRACTOR as necessary to facilitate performance of the services Personnel. The CONTRACTOR represents that it has or will secure at its own expense all personnel required to perform the services under this Agreement. All of the services required under this Agreement will be performed by the CONTRACTOR or under its supervision, and all personnel engaged in the work shall be qualified to perform such services. The CONTRACTOR reserves the right to determine the assignment of its own employees to the performance of the CONTRACTOR's services under this Agreement, but the CITY reserves the right, for good cause, to require the CONTRACTOR to exclude any employee from performing services on the CITY's premises. 6. TERMINATION Termination for Convenience. Either party may terminate this Agreement without cause and in its sole discretion at any time by giving the other party thirty (30) days' written notice of such termination. In the event of such termination, the CONTRACTOR shall cease services as of the date of termination and shall be compensated for services performed to the CITY's satisfaction up to the date of termination Termination for Cause. All terms, provisions, and specifications of this Agreement are material and binding, and failure to perform any material portion of the work described herein shall be considered a breach of this Agreement. Should the Agreement be breached in any manner, the CITY may, at its option, terminate the Agreement not less than five (5) days after written notification is received by the CONTRACTOR to remedy the violation within the stated time or within any other time period agreed to by the parties. In the event of such termination, the CONTRACTOR shall be responsible for any additional costs incurred by the CITY in securing the services from another contractor. 7. INDEMNIFICATION. CONTRACTOR shall indemnify, defend with counsel approved by CITY, and hold harmless CITY, its officers, officials, employees and volunteers from and against all liability, loss, damage, expense, cost (including without limitation reasonable attorneys fees, expert fees and all other costs and fees of litigation) of every nature arising out of or in connection with CONTRACTOR's performance of work hereunder or its failure to comply with any of its obligations contained in this AGREEMENT, regardless of CITY'S passive negligence, but excepting such loss or damage which is caused by the sole active negligence or willful misconduct of the CITY. Should CITY in its sole discretion find CONTRACTOR'S legal counsel unacceptable, then CONTRACTOR shall reimburse the CITY its costs of defense, including without limitation reasonable attorneys fees, expert fees and all other costs and fees of litigation. The CONTRACTOR shall promptly pay any final judgment rendered against the CITY (and its officers, officials, employees and volunteers) covered by this indemnity obligation. It is expressly understood and agreed that the Contract- Exhibit C -April 2017 Page 2of13

10 foregoing provisions are intended to be as broad and inclusive as is permitted by the law of the State of California and will survive termination of this Agreement. 8. INSURANCE REQUIREMENTS The CONTRACTOR, at the CONTRACTOR's own cost and expense, shall procure and maintain, for the duration of the contract, the following insurance policies: Workers' Compensation Coverage. The CONTRACTOR shall maintain Workers' Compensation Insurance and Employer's Liability Insurance for its employees in accordance with the laws of the State of California. In addition, the CONTRACTOR shall require any and every subcontractor to similarly maintain Workers' Compensation Insurance and Employer's Liability Insurance in accordance with the laws of the State of California for all of the subcontractor's employees. Any notice of cancellation or non-renewal of all Workers' Compensation policies must be received by the CITY at least thirty (30) days prior to such change. The insurer shall agree to waive all rights of subrogation against the CITY, its officers, agents, employees, and volunteers for losses arising from work performed by the CONTRACTOR for City. This provision shall not apply if the CONTRACTOR has no employees performing work under this Agreement. If the CONTRACTOR has no employees for the purposes of this Agreement, the CONTRACTOR shall sign the "Certificate of Exemption from Workers' Compensation Insurance" which is attached hereto and incorporated herein by reference as "Exhibit B." General Liability Coverage. The CONTRACTOR shall maintain commercial general liability insurance in an amount of not less than one million dollars ($1,000,000) per occurrence for bodily injury, personal injury, and property damage. If a commercial general liability insurance form or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to the work to be performed under this Agreement or the general aggregate limit shall be at least twice the required occurrence limit. If the CONTRACTOR wishes to request an exemption from the commercial general liability insurance requirements of this Agreement, the CONTRACTOR shall sign the "Request for Exemption from General and/or Automobile Liability Insurance" which is attached hereto and incorporated herein by reference as "Exhibit C." Submission of Exhibit C is not a guarantee that the CONTRACTOR will receive an exemption; the CITY will review the request and make an individual determination. CITY approval is indicated by initialing and dating Exhibit C in the lower right corner Automobile Liability Coverage. The CONTRACTOR shall maintain automobile liability insurance covering bodily injury and property Contract-ExhibitC-April2017 Page 3 of 13

11 damage for all activities of the CONTRACTOR arising out of or in connection with the work to be performed under this Agreement, including coverage for owned, hired, and non-owned vehicles, in an amount of not less than three hundred thousand dollars ($300,000) combined single limit for each occurrence. If CONTRACTOR or CONTRACTOR's employees will use personal autos in any way on this project, CONTRACTOR shall obtain evidence of personal auto liability coverage for each such person. If the CONTRACTOR wishes to request an exemption from the automobile liability insurance requirements of this Agreement, the CONTRACTOR shall sign the "Request for Exemption from General and/or Automobile Liability Insurance" which is attached hereto and incorporated herein by reference as "Exhibit C." Submission of Exhibit C is not a guarantee that the CONTRACTOR will receive an exemption; the CITY will review the request and make an individual determination. CITY approval is indicated by initialing and dating Exhibit C in the lower right corner Endorsements. Each general liability and automobile liability insurance policy shall be issued by insurers possessing a Best's rating of no less than A-:Vll. Each general liability insurance policy shall be endorsed with the specific language of Section below. CONTRACTOR also agrees to require all contractors, and subcontractors to do likewise "The CITY, its elected or appointed officers, officials, employees, agents, and volunteers are to be covered as additional insureds with respect to liability arising out of work performed by or on behalf of the CONTRACTOR, including materials, parts, or equipment furnished in connection with such work or operations." This policy shall be considered primary insurance as respects the CITY, its elected or appointed officers, officials, employees, agents, and volunteers. Any insurance maintained by the CITY, including any self-insured retention the CITY may have, shall be considered excess insurance only and shall not contribute with this policy This insurance shall act for each insured and additional insured as though a separate policy had been written for each, except with respect to the limits of liability of the insuring company Notwithstanding the provisions included in any of the ISO Additional Insured Endorsement forms, CONTRACTOR acknowledges that the insurance coverage and policy limits set forth in this section constitute the minimum amounts of coverage required. Any insurance proceeds available to the CITY in excess of the limits and coverage required in this agreement and which is applicable to a given loss will be available to the CITY The insurer waives all rights of subrogation against the CITY, its elected or appointed officers, officials, employees, or agents Contract-ExhibitC-April2017 Page 4of13

12 regardless of the applicability of any insurance proceeds, and agrees to require all subcontractors to do likewise Any failure to comply with reporting provisions of the policies shall not affect coverage provided to the City, its elected or appointed officers, officials, employees, agents, or volunteers The insurance provided by this policy shall not be suspended, voided or reduced in coverage or in limits except after thirty (30) days' written notice has been submitted to the CITY and approved of in writing, except in the case of cancellation, for which ten (10) days' written notice shall be provided Contractor agrees to provide immediate notice to City of any claim or loss against Contractor arising out of the work performed under this agreement. City assumes no obligation or liability by such notice, but has the right (but not the duty) to monitor the handling of any such claim or claims if they are likely to involve City Self Insured Retention/Deductibles. All policies required by this Agreement shall allow City, as additional insured, to satisfy the self-insured retention ("SIR") and/or deductible of the policy in lieu of the Owner (as the named insured) should Owner fail to pay the SIR or deductible requirements. The amount of the SIR or deductible shall be subject to the approval of the City Attorney and the Finance Director. Owner understands and agrees that satisfaction of this requirement is an express condition precedent to the effectiveness of this Agreement. Failure by Owner as primary insured to pay its SIR or deductible constitutes a material breach of this Agreement. Should City pay the SIR or deductible on Owner's behalf upon the Owner's failure or refusal to do so in order to secure defense and indemnification as an additional insured under the policy, City may include such amounts as damages in any action against Owner for breach of this Agreement in addition to any other damages incurred by City due to the breach Certificates of Insurance. The CONTRACTOR shall provide certificates of insurance with original endorsements to the CITY as evidence of the insurance coverage required herein. Certificates of such insurance shall be filed with the CITY on or before commencement of performance of this Agreement. Current certification of insurance shall be kept on file with the CITY at all times during the term of this Agreement. The CONTRACTOR shall provide written evidence of current automobile coverage to comply with the automobile insurance requirement Failure to Procure Insurance. Failure on the part of the CONTRACTOR to procure or maintain required insurance shall constitute a material breach of contract under which the CITY may terminate this Agreement pursuant to Section 6.2 above. 9. ASSIGNMENT AND SUBCONTRACTING. The parties recognize that a substantial inducement to the CITY for entering into this Agreement is the professional reputation, experience, and competence of the CONTRACTOR. Assignments of any Contract- Exhibit C -April 2017 Page 5of13

13 or all rights, duties, or obligations of the CONTRACTOR under this Agreement will be permitted only with the express consent of the CITY. The CONTRACTOR shall not subcontract any portion of the work to be performed under this Agreement without the written authorization of the CITY. If the CITY consents to such subcontract, the CONTRACTOR shall be fully responsible to the CITY for all acts or omissions of the subcontractor. Nothing in this Agreement shall create any contractual relationship between the CITY and subcontractor nor shall it create any obligation on the part of the CITY to pay or to see to the payment of any monies due to any such subcontractor other than as otherwise is required by law. 10. COMPLIANCE WITH LAWS, CODES, ORDINANCES, AND REGULATIONS. The CONTRACTOR shall use the standard of care in its profession to comply with all applicable federal, state, and local laws, codes, ordinances, and regulations Taxes. The CONTRACTOR agrees to pay all required taxes on amounts paid to the CONTRACTOR under this Agreement, and to indemnify and hold the CITY harmless from any and all taxes, assessments, penalties, and interest asserted against the CITY by reason of the independent contractor relationship created by this Agreement. In the event that the CITY is audited by any Federal or State agency regarding the independent contractor status of the CONTRACTOR and the audit in any way fails to sustain the validity of a wholly independent contractor relationship between the CITY and the CONTRACTOR, then the CONTRACTOR agrees to reimburse the CITY for all costs, including accounting and attorneys' fees, arising out of such audit and any appeals relating thereto Workers' Compensation Law. The CONTRACTOR shall fully comply with the workers' compensation law regarding the CONTRACTOR and the CONTRACTOR's employees. The CONTRACTOR further agrees to indemnify and hold the CITY harmless from any failure of the CONTRACTOR to comply with applicable workers' compensation laws. The CITY shall have the right to offset against the amount of any compensation due to the CONTRACTOR under this Agreement any amount due to the CITY from the CONTRACTOR as a result of the CONTRACTOR's failure to promptly pay to the CITY any reimbursement or indemnification arising under this Section Licenses. The CONTRACTOR represents and warrants to the CITY that it has all licenses, permits, qualifications, insurance, and approvals of whatsoever nature which are legally required of the CONTRACTOR to practice its profession. The CONTRACTOR represents and warrants to the CITY that the CONTRACTOR shall, at its sole cost and expense, keep in effect or obtain at all times during the term of this Agreement any licenses, permits, insurance, and approvals which are legally required of the CONTRACTOR to practice its profession. The CONTRACTOR shall maintain a City of West Hollywood business license, if required under CITY ordinance. 11. CONFLICT OF INTEREST. The CONTRACTOR confirms that it has no financial, contractual, or other interest or obligation that conflicts with or is harmful to performance of its obligations under this Agreement. The CONTRACTOR shall not during the term of this Agreement knowingly obtain such an interest or incur such an Contract- Exhibrt C -April 2017 Page 6 of 13

14 obligation, nor shall it employ or subcontract with any person for performance of this Agreement who has such incompatible interest or obligation. 12. NON-DISCRIMINATION AND EQUAL EMPLOYMENT OPPORTUNITY. The CONTRACTOR represents and agrees that it does not and will not discriminate against any employee or applicant for employment because of race, religion, color, national origin, sex, sexual orientation, gender identity, political affiliation or opinion, medical condition, or pregnancy or pregnancy-related condition. The CONTRACTOR will take affirmative action to ensure that applicants are employed, and that employees are treated during employment without regard to their race, religion, color, national origin, sex, sexual orientation, gender identity, political affiliation or opinion, medical condition, or pregnancy or pregnancy-related condition. Such action shall include, but not be limited to the following: employment, upgrading, demotion or transfer; recruitment or recruitment advertising; layoffs or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The CONTRACTOR agrees to include in all solicitations or advertisements for employment and to post in conspicuous places, available to employees and applicants for employment, notices setting forth the provisions of this nondiscrimination clause. 13. LIVING WAGE ORDINANCE. The CONTRACTOR shall abide by the provisions of the West Hollywood Living Wage Ordinance. During the term of this Agreement, the CONTRACTOR shall keep on file sufficient evidence of its employee compensation to enable verification of compliance with the West Hollywood Living Wage Ordinance. 14. EQUAL BENEFITS ORDINANCE, No The CONTRACTOR shall abide by the provisions of the West Hollywood Equal Benefits Ordinance. During the term of this Agreement, the CONTRACTOR shall keep on file sufficient evidence of its employee compensation and any applicable benefits packages, as those benefits relate to the coverage of the domestic partners of contractor's employees, which shall include; bereavement leave; family medical leave, and health insurance benefits, to enable verification of compliance with the West Hollywood Equal Benefits Ordinance. 15. RESTRICTIONS: Arab League Boycott of Israel. The CONTRACTOR hereby affirms it does not honor the Arab League Boycott of Israel. 16. RECORDS AND AUDITS. The CONTRACTOR shall maintain accounts and records, including personnel, property, and financial records, adequate to identify and account for all costs pertaining to this Agreement and such other records as may be deemed necessary by the CITY or any authorized representative. All records shall be made available at the request of the CITY, with reasonable notice, during regular business hours, and shall be retained by the CONTRACTOR for a period of three years after the expiration of this Agreement. 17. OWNERSHIP OF DOCUMENTS. It is understood and agreed that the CITY shall own all documents and other work product of the CONTRACTOR, except the CONTRACTOR's notes and workpapers, which pertain to the work performed under this Agreement. The CITY shall have the sole right to use such materials in its discretion and without further compensation to the CONTRACTOR, but any re-use of such documents by the CITY on any other project without prior written consent of the Contract- Exhibit C -April 2017 Page 7of13

15 CONTRACTOR shall be at the sole risk of the CITY. The CONTRACTOR shall at its sole expense provide all such documents to the CITY upon request. 18. INDEPENDENT CONTRACTOR. The CONTRACTOR is and shall at all times remain as to the CITY a wholly independent CONTRACTOR. Neither the CITY nor any of its agents shall have control over the conduct of the CONTRACTOR or any of the CONTRACTOR's employees or agents, except as herein set forth. The CONTRACTOR shall not at any time or in any manner represent that it or any of its agents or employees are in any manner agents or employees of the CITY. The CONTRACTOR shall have no power to incur any debt, obligation, or liability on behalf of the CITY or otherwise act on behalf of the CITY as an agent. 19. NOTICE. All Notices permitted or required under this Agreement shall be in writing, and shall be deemed made when delivered to the applicable party's representative as provided in this Agreement. Additionally, such notices may be given to the respective parties at the following addresses, or at such other addresses as the parties may provide in writing for this purpose. Such notices shall be deemed made when personally delivered or when mailed fortyeight (48) hours after deposit in the U.S. mail, first-class postage prepaid, and addressed to the party at its applicable address. City of West Hollywood 8300 Santa Monica Blvd. West Hollywood, CA Attention: Lisa Marie Belsanti CONTRACTOR: [Name and Address] 20. GOVERNING LAW. This Agreement shall be governed by the laws of the State of California. 21. ENTIRE AGREEMENT; MODIFICATION. This Agreement supersedes any and all other agreements, either oral or written, between the parties, and contains all of the covenants and agreements between the parties. Each party to this Agreement acknowledges that no representations, inducements, promises, or agreements, oral or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein. Any agreement, statement, or promise not contained in the Agreement, and any modification to the Agreement, will be effective only if signed by both parties. 22. WAIVER. Waiver of a breach or default under this Agreement shall not constitute a continuing waiver of a subsequent breach of the same or any other provision under this agreement. Payment of any invoice by the CITY shall not constitute a waiver of the CITY's right to obtain correction or replacement of any defective or noncompliant work product. Contract- Exhibrt C-April 2017 Page 8of13

16 23. EXECUTION. This Agreement may be executed in several counterparts, each of which shall constitute one and the same instrument and shall become binding upon the parties when at least one copy hereof shall have been signed by both parties hereto. In approving this Agreement, it shall not be necessary to produce or account for more than one such counterpart. 24. AUTHORITY TO ENTER AGREEMENT. The CONTRACTOR has all requisite power and authority to conduct its business and to execute, deliver, and perform this Agreement. Each party warrants that the individuals who have signed this Agreement have the legal power, right, and authority to make this Agreement and to bind each respective party. IN WITNESS WHEREOF, the parties have executed this Agreement the day of ' 20_. CONTRACTOR: [Name] CITY OF WEST HOLLYWOOD: [Name] Lisa Marie Belsanti, Communications Director Paul Arevalo, City Manager ATTEST: Yvonne Quarker, City Clerk Contract- Exhibrt C-April 2017 Page 9 of 13

17 Exhibit A Scope of Services: Ongoing graphic design and related services on an "as needed" basis. City projects may include, and are not be limited to: brochures, letterhead, flyers, postcards, posters, public outreach materials, logo design, infographics, web design, billboard design, photo imaging, document layout, prepress/print coordination, and general design consultation. The City's Communications Department serves as the office of primary responsibility for overseeing the branding, messaging, and content of materials developed for the City. Graphic designers will be provided copies of the City's Communications and Community Engagement Strategic Plan; vendors are expected to strictly adhere to the logo and branding guidelines set forth in this plan, including logo usage and typography. Individual City of West Hollywood Departments and Divisions within the may hire and coordinate graphic design and related services - prior to commencing on a project, a purchase order must be secured from the City's Finance Department and project approval must be agreed upon by a member of the Communications Department. Before final project file(s) delivery to the City, the Communications Department must sign off on final files. This protocol is a necessary condition of consideration for continued work with the City. The City requires images in electronic format - either through high:.capacity disk (CD, DVD or flash drive) or through a high-speed download portal. Vendor confirms expertise in the following: Proficiency in the use of the following: Adobe Creative Suite (Photoshop, Illustrator, lndesign, and Acrobat); Microsoft Office (Word, PowerPoint); Quark Xpress, digital map making, and other graphic programs and prepress technologies; Experience with newsletters, brochures, annual reports, etc., and ability to show current samples of high-quality printed items using high-quality photos, illustrations, or samples; Experience with specifications for creation and placement of media advertisements; Thorough grasp of typography; Experience in working with photographers and illustrators and related experience in traditional and digital file formats related to photos and illustrations; Experience in working with printers, paper/stock varieties, pre-press, and presschecking; High-speed access to the Internet with the ability to easily send and receive large electronic files; Ability to create infographics; ContracLOver25K -Sept 2016 Page 10of13

18 Exhibit A Experience with current web and mobile design and production, and knowledge of file types related to standard web image dimensions and resolutions; Comprehensive knowledge of digital file types and the capacity to deliver vector files or standard image files, as needed; and Skills in optimizing PDF files for ranges of use including pre-press, general printing, and web-optimized small files. The City of West Hollywood shall have and maintain rights to all files provided to the City by way of this contract. Time of Performance: July 1, June 30, Special Payment Terms: All services to be provided per this Agreement are project-driven basis. The Contractor agrees that no work may be undertaken or billed until they have received a written purchase order. Purchase order numbers are required on invoices in order to process payment. Actual hours worked, at a billing rate of $80 per hour, plus reasonable out-of-pocket expenses. Any additional expenses must be specifically approved in advance, in writing, by the CITY. It is expected that the CITY may have access to digital and physical documents (as outlined in Ownership of Documents in Contract) at any time in good faith even prior final payment, in order to adhere to project deadlines for media placement, materials development, etc. Contract - Exhibit C -Apnl 2017 Page 11 of 13

19 Exhibit B Certificate of Exemption from Workers' Compensation Insurance TO: City of West Hollywood SUBJECT: Sole Proprietor/Partnership/Closely Held Corporation with No Employees Please let this memorandum notify the City of West Hollywood that I am a D sole proprietor D partnership D nonprofit organization D closely held corporation and do not have any employees whose employment requires me to carry workers' compensation insurance. Therefore, I do not carry worker's compensation insurance coverage. Contractor Signature Printed Name of Contractor Date Contract- Exhibit C -April 2017 Page12of13

20 Exhibit C Request for Exemption from General and/or Automobile Liability Insurance TO: City of West Hollywood SUBJECT: Request For Exemption from Commercial General Liability and I or Automobile Liability Insurance Requirements This memorandum officially notifies the City of West Hollywood that Contractor is requesting an exemption from certain insurance requirements as set forth within this contract as per the following (please check all that apply to you): Request exemption from: D Commercial General Liability Insurance (do not purchase general liability insurance) D Automobile Liability Insurance (do not own or drive a vehicle) Contractor hereby assumes all risk of damages to [itself] [herself][himself], [its][her][his] employees, agents, guests and representatives and [its][her][his] property (both real and personal) and equipment, and loss or impairment of the use and enjoyment thereof, and including all risk of personal injury and death, and including loss of any and all expenditures in any manner arising out of or attributable to Contractor's negligent or wrongful performance of its services under this Agreement. Contractor executes this assumption of liability and risk voluntarily with knowledge of its significance in consideration for City's willingness, at Contractor's request, to waive its ordinary and usual liability insurance requirements. Contractor Signature: Date: Contractor Printed Name: Internal RMO Review & Approval: Initial Date Contract- Exhibit C -April 2017 Page 13 of 13

21 ATTACHMENT C CITY OF WEST HOLLYWOOD This Agreement is made on this 30 1 h day of May, 2017, at West Hollywood, California, by and between the City of West Hollywood, a municipal corporation, 8300 Santa Monica Boulevard, West Hollywood, California (hereinafter referred to as the "CITY") and [Photographer] [Address] (hereinafter referred to as the "CONTRACTOR"). RECITALS A. The CITY proposes to contract for services as outlined below; B. The CONTRACTOR is willing to perform such services and has the necessary qualifications by reason of experience, preparation, and organization to provide such services; C. NOW, THEREFORE, the CITY and the CONTRACTOR, mutually agree as follows: 1. SERVICES. The CONTRACTOR shall perform those services set forth in "Exhibit A," which is attached hereto and incorporated herein by reference. 2. TERM OF AGREEMENT. The term of this contract shall commence upon execution by both parties and shall expire on June 30, 2020 unless extended in writing in advance by both parties. 3. TIME OF PERFORMANCE. The services of the CONTRACTOR are to commence upon receipt of a notice to proceed from the CITY and shall continue until all authorized work is completed to the CITY's satisfaction, in accordance with the schedule incorporated in "Exhibit A," unless extended in writing by the CITY. 4. PAYMENT FOR SERVICES. The CONTRACTOR shall be compensated in an amount not to exceed [$105,000 and/or $35,000 for Tier I; or $60,000 and/or $20,000 for Tier II] for services provided pursuant to this Agreement as described in "Exhibit A." Compensation shall under no circumstances be increased except by written amendment of this Agreement. The CONTRACTOR shall be paid within forty-five (45) days of presentation of an invoice to the CITY for services performed to the CITY's satisfaction. The CONTRACTOR shall submit invoices monthly describing the services performed, the date services were performed, a description of reimbursable costs, and any other information requested by the CITY. 5. CONTRACT ADMINISTRATION The CITY's Representative. Unless otherwise designated in writing, Lisa Marie Belsanti, shall serve as the CITY's representative for the administration of the project. All activities performed by the CONTRACTOR shall be coordinated with this person Manager-in-Charge. For the CONTRACTOR, [name], shall be in charge of the project on all matters relating to this Agreement and any agreement or approval made by her/him shall be binding on the CONTRACTOR. The Manager-in-Charge shall not be replaced without the written consent of the CITY. Contract-ExhibrtC-April2017 Page 1 of 13

22 5.3. Responsibilities of the CITY. The CITY shall provide all relevant documentation in its possession to the CONTRACTOR upon request in order to minimize duplication of efforts. The CITY's staff shall work with the CONTRACTOR as necessary to facilitate performance of the services Personnel. The CONTRACTOR represents that it has or will secure at its own expense all personnel required to perform the services under this Agreement. All of the services required under this Agreement will be performed by the CONTRACTOR or under its supervision, and all personnel engaged in the work shall be qualified to perform such services. The CONTRACTOR reserves the right to determine the assignment of its own employees to the performance of the CONTRACTOR's services under this Agreement, but the CITY reserves the right, for good cause, to require the CONTRACTOR to exclude any employee from performing services on the CITY's premises. 6. TERMINATION Termination for Convenience. Either party may terminate this Agreement without cause and in its sole discretion at any time by giving the other party thirty (30) days' written notice of such termination. In the event of such termination, the CONTRACTOR shall cease services as of the date of termination and shall be compensated for services performed to the CITY's satisfaction up to the date of termination Termination for Cause. All terms, provisions, and specifications of this Agreement are material and binding, and failure to perform any material portion of the work described herein shall be considered a breach of this Agreement. Should the Agreement be breached in any manner, the CITY may, at its option, terminate the Agreement not less than five (5) days after written notification is received by the CONTRACTOR to remedy the violation within the stated time or within any other time period agreed to by the parties. In the event of such termination, the CONTRACTOR shall be responsible for any additional costs incurred by the CITY in securing the services from another contractor. 7. INDEMNIFICATION. CONTRACTOR shall indemnify, defend with counsel approved by CITY, and hold harmless CITY, its officers, officials, employees and volunteers from and against all liability, loss, damage, expense, cost (including without limitation reasonable attorneys fees, expert fees and all other costs and fees of litigation) of every nature arising out of or in connection with CONTRACTOR's performance of work hereunder or its failure to comply with any of its obligations contained in this AGREEMENT, regardless of CITY'S passive negligence, but excepting such loss or damage which is caused by the sole active negligence or willful misconduct of the CITY. Should CITY in its sole discretion find CONTRACTOR'S legal counsel unacceptable, then CONTRACTOR shall reimburse the CITY its costs of defense, including without limitation reasonable attorneys fees, expert fees and all other costs and fees of litigation. The CONTRACTOR shall promptly pay any final judgment rendered against the CITY (and its officers, officials, employees and volunteers) covered by this indemnity obligation. It is expressly understood and agreed that the Contract- Exhibrt C -April 2017 Page 2of13

23 foregoing provisions are intended to be as broad and inclusive as is permitted by the law of the State of California and will survive termination of this Agreement. 8. INSURANCE REQUIREMENTS The CONTRACTOR, at the CONTRACTOR's own cost and expense, shall procure and maintain, for the duration of the contract, the following insurance policies: Workers' Compensation Coverage. The CONTRACTOR shall maintain Workers' Compensation Insurance and Employer's Liability Insurance for its employees in accordance with the laws of the State of California. In addition, the CONTRACTOR shall require any and every subcontractor to similarly maintain Workers' Compensation Insurance and Employer's Liability Insurance in accordance with the laws of the State of California for all of the subcontractor's employees. Any notice of cancellation or non-renewal of all Workers' Compensation policies must be received by the CITY at least thirty (30) days prior to such change. The insurer shall agree to waive all rights of subrogation against the CITY, its officers, agents, employees, and volunteers for losses arising from work performed by the CONTRACTOR for City. This provision shall not apply if the CONTRACTOR has no employees performing work under this Agreement. If the CONTRACTOR has no employees for the purposes of this Agreement, the CONTRACTOR shall sign the "Certificate of Exemption from Workers' Compensation Insurance" which is attached hereto and incorporated herein by reference as "Exhibit B." General Liability Coverage. The CONTRACTOR shall maintain commercial general liability insurance in an amount of not less than one million dollars ($1,000,000) per occurrence for bodily injury, personal injury, and property damage. If a commercial general liability insurance form or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to the work to be performed under this Agreement or the general aggregate limit shall be at least twice the required occurrence limit. If the CONTRACTOR wishes to request an exemption from the commercial general liability insurance requirements of this Agreement, the CONTRACTOR shall sign the "Request for Exemption from General and/or Automobile Liability Insurance" which is attached hereto and incorporated herein by reference as "Exhibit C." Submission of Exhibit C is not a guarantee that the CONTRACTOR will receive an exemption; the CITY will review the request and make an individual determination. CITY approval is indicated by initialing and dating Exhibit C in the lower right corner Automobile Liability Coverage. The CONTRACTOR shall maintain automobile liability insurance covering bodily injury and property Contract-ExhibrtC-April2017 Page 3 of 13

24 damage for all activities of the CONTRACTOR arising out of or in connection with the work to be performed under this Agreement, including coverage for owned, hired, and non-owned vehicles, in an amount of not less than three hundred thousand dollars ($300,000) combined single limit for each occurrence. If CONTRACTOR or CONTRACTOR's employees will use personal autos in any way on this project, CONTRACTOR shall obtain evidence of personal auto liability coverage for each such person. If the CONTRACTOR wishes to request an exemption from the automobile liability insurance requirements of this Agreement, the CONTRACTOR shall sign the "Request for Exemption from General and/or Automobile Liability Insurance" which is attached hereto and incorporated herein by reference as "Exhibit C." Submission of Exhibit C is not a guarantee that the CONTRACTOR will receive an exemption; the CITY will review the request and make an individual determination. CITY approval is indicated by initialing and dating Exhibit C in the lower right corner Endorsements. Each general liability and automobile liability insurance policy shall be issued by insurers possessing a Best's rating of no less than A-:Vll. Each general liability insurance policy shall be endorsed with the specific language of Section below. CONTRACTOR also agrees to require all contractors, and subcontractors to do likewise "The CITY, its elected or appointed officers, officials, employees, agents, and volunteers are to be covered as additional insureds with respect to liability arising out of work performed by or on behalf of the CONTRACTOR, including materials, parts, or equipment furnished in connection with such work or operations." This policy shall be considered primary insurance as respects the CITY, its elected or appointed officers, officials, employees, agents, and volunteers. Any insurance maintained by the CITY, including any self-insured retention the CITY may have, shall be considered excess insurance only and shall not contribute with this policy This insurance shall act for each insured and additional insured as though a separate policy had been written for each, except with respect to the limits of liability of the insuring company Notwithstanding the provisions included in any of the ISO Additional Insured Endorsement forms, CONTRACTOR acknowledges that the insurance coverage and policy limits set forth in this section constitute the minimum amounts of coverage required. Any insurance proceeds available to the CITY in excess of the limits and coverage required in this agreement and which is applicable to a given loss will be available to the CITY The insurer waives all rights of subrogation against the CITY, its elected or appointed officers, officials, employees, or agents Contract-ExhibitC-April2017 Page 4 of 13

25 regardless of the applicability of any insurance proceeds, and agrees to require all subcontractors to do likewise Any failure to comply with reporting provisions of the policies shall not affect coverage provided to the City, its elected or appointed officers, officials, employees, agents, or volunteers The insurance provided by this policy shall not be suspended, voided or reduced in coverage or in limits except after thirty (30) days' written notice has been submitted to the CITY and approved of in writing, except in the case of cancellation, for which ten (10) days' written notice shall be provided Contractor agrees to provide immediate notice to City of any claim or loss against Contractor arising out of the work performed under this agreement. City assumes no obligation or liability by such notice, but has the right (but not the duty) to monitor the handling of any such claim or claims if they are likely to involve City Self Insured Retention/Deductibles. All policies required by this Agreement shall allow City, as additional insured, to satisfy the self-insured retention ("SIR") and/or deductible of the policy in lieu of the Owner (as the named insured) should Owner fail to pay the SIR or deductible requirements. The amount of the SIR or deductible shall be subject to the approval of the City Attorney and the Finance Director. Owner understands and agrees that satisfaction of this requirement is an express condition precedent to the effectiveness of this Agreement. Failure by Owner as primary insured to pay its SIR or deductible constitutes a material breach of this Agreement. Should City pay the SIR or deductible on Owner's behalf upon the Owner's failure or refusal to do so in order to secure defense and indemnification as an additional insured under the policy, City may include such amounts as damages in any action against Owner for breach of this Agreement in addition to any other damages incurred by City due to the breach Certificates of Insurance. The CONTRACTOR shall provide certificates of insurance with original endorsements to the CITY as evidence of the insurance coverage required herein. Certificates of such insurance shall be filed with the CITY on or before commencement of performance of this Agreement. Current certification of insurance shall be kept on file with the CITY at all times during the term of this Agreement. The CONTRACTOR shall provide written evidence of current automobile coverage to comply with the automobile insurance requirement Failure to Procure Insurance. Failure on the part of the CONTRACTOR to procure or maintain required insurance shall constitute a material breach of contract under which the CITY may terminate this Agreement pursuant to Section 6.2 above. 9. ASSIGNMENT AND SUBCONTRACTING. The parties recognize that a substantial inducement to the CITY for entering into this Agreement is the professional reputation, experience, and competence of the CONTRACTOR. Assignments of any Contract- Exhibit C -April 2017 Page 5of13

26 or all rights, duties, or obligations of the CONTRACTOR under this Agreement will be permitted only with the express consent of the CITY. The CONTRACTOR shall not subcontract any portion of the work to be performed under this Agreement without the written authorization of the CITY. If the CITY consents to such subcontract, the CONTRACTOR shall be fully responsible to the CITY for all acts or omissions of the subcontractor. Nothing in this Agreement shall create any contractual relationship between the CITY and subcontractor nor shall it create any obligation on the part of the CITY to pay or to see to the payment of any monies due to any such subcontractor other than as otherwise is required by law. 10. COMPLIANCE WITH LAWS, CODES, ORDINANCES, AND REGULATIONS. The CONTRACTOR shall use the standard of care in its profession to comply with all applicable federal, state, and local laws, codes, ordinances, and regulations Taxes. The CONTRACTOR agrees to pay all required taxes on amounts paid to the CONTRACTOR under this Agreement, and to indemnify and hold the CITY harmless from any and all taxes, assessments, penalties, and interest asserted against the CITY by reason of the independent contractor relationship created by this Agreement. In the event that the CITY is audited by any Federal or State agency regarding the independent contractor status of the CONTRACTOR and the audit in any way fails to sustain the validity of a wholly independent contractor relationship between the CITY and the CONTRACTOR, then the CONTRACTOR agrees to reimburse the CITY for all costs, including accounting and attorneys' fees, arising out of such audit and any appeals relating thereto Workers' Compensation Law. The CONTRACTOR shall fully comply with the workers' compensation law regarding the CONTRACTOR and the CONTRACTOR's employees. The CONTRACTOR further agrees to indemnify and hold the CITY harmless from any failure of the CONTRACTOR to comply with applicable workers' compensation laws. The CITY shall have the right to offset against the amount of any compensation due to the CONTRACTOR under this Agreement any amount due to the CITY from the CONTRACTOR as a result of the CONTRACTOR's failure to promptly pay to the CITY any reimbursement or indemnification arising under this Section Licenses. The CONTRACTOR represents and warrants to the CITY that it has all licenses, permits, qualifications, insurance, and approvals of whatsoever nature which are legally required of the CONTRACTOR to practice its profession. The CONTRACTOR represents and warrants to the CITY that the CONTRACTOR shall, at its sole cost and expense, keep in effect or obtain at all times during the term of this Agreement any licenses, permits, insurance, and approvals which are legally required of the CONTRACTOR to practice its profession. The CONTRACTOR shall maintain a City of West Hollywood business license, if required under CITY ordinance. 11. CONFLICT OF INTEREST. The CONTRACTOR confirms that it has no financial, contractual, or other interest or obligation that conflicts with or is harmful to performance of its obligations under this Agreement. The CONTRACTOR shall not during the term of this Agreement knowingly obtain such an interest or incur such an Contract- Exhibit C -April 2017 Page 6 of 13

27 obligation, nor shall it employ or subcontract with any person for performance of this Agreement who has such incompatible interest or obligation. 12. NON-DISCRIMINATION AND EQUAL EMPLOYMENT OPPORTUNITY. The CONTRACTOR represents and agrees that it does not and will not discriminate against any employee or applicant for employment because of race, religion, color, national origin, sex, sexual orientation, gender identity, political affiliation or opinion, medical condition, or pregnancy or pregnancy-related condition. The CONTRACTOR will take affirmative action to ensure that applicants are employed, and that employees are treated during employment without regard to their race, religion, color, national origin, sex, sexual orientation, gender identity, political affiliation or opinion, medical condition, or pregnancy or pregnancy-related condition. Such action shall include, but not be limited to the following: employment, upgrading, demotion or transfer; recruitment or recruitment advertising; layoffs or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The CONTRACTOR agrees to include in all solicitations or advertisements for employment and to post in conspicuous places, available to employees and applicants for employment, notices setting forth the provisions of this nondiscrimination clause. 13. LIVING WAGE ORDINANCE. The CONTRACTOR shall abide by the provisions of the West Hollywood Living Wage Ordinance. During the term of this Agreement, the CONTRACTOR shall keep on file sufficient evidence of its employee compensation to enable verification of compliance with the West Hollywood Living Wage Ordinance. 14. EQUAL BENEFITS ORDINANCE, No The CONTRACTOR shall abide by the provisions of the West Hollywood Equal Benefits Ordinance. During the term of this Agreement, the CONTRACTOR shall keep on file sufficient evidence of its employee compensation and any applicable benefits packages, as those benefits relate to the coverage of the domestic partners of contractor's employees, which shall include; bereavement leave; family medical leave, and health insurance benefits, to enable verification of compliance with the West Hollywood Equal Benefits Ordinance. 15. RESTRICTIONS: Arab League Boycott of Israel. The CONTRACTOR hereby affirms it does not honor the Arab League Boycott of Israel. 16. RECORDS AND AUDITS. The CONTRACTOR shall maintain accounts and records, including personnel, property, and financial records, adequate to identify and account for all costs pertaining to this Agreement and such other records as may be deemed necessary by the CITY or any authorized representative. All records shall be made available at the request of the CITY, with reasonable notice, during regular business hours, and shall be retained by the CONTRACTOR for a period of three years after the expiration of this Agreement. 17. OWNERSHIP OF DOCUMENTS. It is understood and agreed that the CITY shall own all documents and other work product of the CONTRACTOR, except the CONTRACTOR's notes and workpapers, which pertain to the work performed under this Agreement. The CITY shall have the sole right to use such materials in its discretion and without further compensation to the CONTRACTOR, but any re-use of such documents by the CITY on any other project without prior written consent of the Contract- Exhibit C -April 2017 Page 7 of 13

28 CONTRACTOR shall be at the sole risk of the CITY. The CONTRACTOR shall at its sole expense provide all such documents to the CITY upon request. 18. INDEPENDENT CONTRACTOR. The CONTRACTOR is and shall at all times remain as to the CITY a wholly independent CONTRACTOR. Neither the CITY nor any of its agents shall have control over the conduct of the CONTRACTOR or any of the CONTRACTOR's employees or agents, except as herein set forth. The CONTRACTOR shall not at any time or in any manner represent that it or any of its agents or employees are in any manner agents or employees of the CITY. The CONTRACTOR shall have no power to incur any debt, obligation, or liability on behalf of the CITY or otherwise act on behalf of the CITY as an agent. 19. NOTICE. All Notices permitted or required under this Agreement shall be in writing, and shall be deemed made when delivered to the applicable party's representative as provided in this Agreement. Additionally, such notices may be given to the respective parties at the following addresses, or at such other addresses as the parties may provide in writing for this purpose. Such notices shall be deemed made when personally delivered or when mailed fortyeight (48) hours after deposit in the U.S. mail, first-class postage prepaid, and addressed to the party at its applicable address. City of West Hollywood 8300 Santa Monica Blvd. West Hollywood, CA Attention: Lisa Marie Belsanti CONTRACTOR: [Name and Address] 20. GOVERNING LAW. This Agreement shall be governed by the laws of the State of California. 21. ENTIRE AGREEMENT; MODIFICATION. This Agreement supersedes any and all other agreements, either oral or written, between the parties, and contains all of the covenants and agreements between the parties. Each party to this Agreement acknowledges that no representations, inducements, promises, or agreements, oral or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein. Any agreement, statement, or promise not contained in the Agreement, and any modification to the Agreement, will be effective only if signed by both parties. 22. WAIVER. Waiver of a breach or default under this Agreement shall not constitute a continuing waiver of a subsequent breach of the same or any other provision under this agreement. Payment of any invoice by the CITY shall not constitute a waiver of the CITY's right to obtain correction or replacement of any defective or noncompliant work product. Contract- Exhibit C-April 2017 Page 8 of 13

29 23. EXECUTION. This Agreement may be executed in several counterparts, each of which shall constitute one and the same instrument and shall become binding upon the parties when at least one copy hereof shall have been signed by both parties hereto. In approving this Agreement, it shall not be necessary to produce or account for more than one such counterpart. 24. AUTHORITY TO ENTER AGREEMENT. The CONTRACTOR has all requisite power and authority to conduct its business and to execute, deliver, and perform this Agreement. Each party warrants that the individuals who have signed this Agreement have the legal power, right, and authority to make this Agreement and to bind each respective party. IN WITNESS WHEREOF, the parties have executed this Agreement the day of ' 20_. CONTRACTOR: [Name] CITY OF WEST HOLLYWOOD: [Name] Lisa Marie Belsanti, Communications Director Paul Arevalo, City Manager ATTEST: Yvonne Quarker, City Clerk Contract - Exhibit C - April 2017 Page 9of13

30 Exhibit A Scope of Services: Ongoing photography services on an as-needed basis for a variety of special events, meetings, and community gatherings, as well as establishing collections of images on an as-needed basis for architectural photos, urban landscapes, street scenes, site-specific images, and more. This may include headshots, portraits, group shots, documentary images, art-directed campaign images, and more. Photographer shall have training and experience in professional photography and be able to provide highly sophisticated and compelling finished images. The City's Communications Department serves as the office of primary responsibility for day-to-day hiring and management of photographers. The City requires images in electronic format - either through high-capacity disk (CD, DVD or flash drive) or through a high-speed download portal. Digital image files must be provided within 24 hours of shooting; occasionally a selection of ed images may be required on a time-sensitive item. Photographers will be expected, when shooting images at events and of people at City events, to develop a shot-list that is coordinated by a City Hall staff member/designee at the event so that all needed images are captured. This shot-list may include members of the City Council, city staff, dignitaries, and event special guests, as well as crowd, event set-up, signage, event details, etc. All images submitted should be "media ready" upon delivery. Unless otherwise specified, images should be submitted as hi-res and must include an additional folder providing those same images batch-converted down to a size at or near 2100x1400. The City requires all images to have gone through a quality control process prior to delivery. Images should be vetted to ensure balanced composition, sharp focus, correct color balance, good contrast, an absence of red-eye, etc. The City of West Hollywood, by way of this contract, will only pay for photography fees for actual time spent for photography services; the City will not pay for expenses related to post-production time, file preparation, or delivery, unless agreed upon in advance by a member of the City's Communications Department. The City places a priority on quality over quantity - a selection of best images is preferred over a delivery of all images. Images must be free of any photographer-added tag or description meta-data. Photographer shall be responsible for providing all basic equipment including camera, tripod, lighting, light meter, memory cards, card reader, and any other equipment required for general assignments. The City of West Hollywood shall have and maintain rights to all images provided to the City by way of this contract. Contract_Over25K - Sept 2016 Page 10of13

31 Exhibit A Time of Performance: July 1, June 30, Special Payment Terms: Actual hours worked, at a billing rate of $195 per hour, plus reasonable out-of-pocket expenses. Any additional expenses must be specifically approved in advance, in writing, by the CITY. It is expected that the CITY may have access to digital and physical documents (as outlined in Ownership of Documents in Contract) at any time in good faith even prior final payment, in order to adhere to project deadlines for media placement, materials development, etc. Contract - Exhibit C -April 2017 Page 11of13

32 Exhibit B Cert1f1cate of Exemption from Workers' Compensation Insurance TO: City of West Hollywood SUBJECT: Sole Proprietor/Partnership/Closely Held Corporation with No Employees Please let this memorandum notify the City of West Hollywood that I am a D sole proprietor D partnership D nonprofit organization D closely held corporation and do not have any employees whose employment requires me to carry workers' compensation insurance. Therefore, I do not carry worker's compensation insurance coverage. Contractor Signature Printed Name of Contractor Date Contract - Exhibit C -April 2017 Page 12 of 13

33 Exhibit C ' Request for Exemption from General and/or Automobile Liability Insurance TO: City of West Hollywood SUBJECT: Request For Exemption from Commercial General Liability and I or Automobile Liability Insurance Requirements This memorandum officially notifies the City of West Hollywood that Contractor is requesting an exemption from certain insurance requirements as set forth within this contract as per the following (please check all that apply to you): Request exemption from: D Commercial General Liability Insurance (do not purchase general liability insurance) D Automobile Liability Insurance (do not own or drive a vehicle) Contractor hereby assumes all risk of damages to [itself] [herself][himself], [its][her][his] employees, agents, guests and representatives and [its][her][his] property (both real and personal) and equipment, and loss or impairment of the use and enjoyment thereof, and including all risk of personal injury and death, and including loss of any and all expenditures in any manner arising out of or attributable to Contractor's negligent or wrongful performance of its services under this Agreement. Contractor executes this assumption of liability and risk voluntarily with knowledge of its significance in consideration for City's willingness, at Contractor's request, to waive its ordinary and usual liability insurance requirements. Contractor Signature: Date: Contractor Printed Name: Internal RMO Review & Approval: Initial Date ---- Contract- Exhibit C -April 2017 Page 13 of 13

34 ATTACHMENT D CITY OF WEST HOLLYWOOD This Agreement is made on this 30 1 h day of May, 2017, at West Hollywood, California, by and between the City of West Hollywood, a municipal corporation, 8300 Santa Monica Boulevard, West Hollywood, California (hereinafter referred to as the "CITY") and [Videographer] [Address] (hereinafter referred to as the "CONTRACTOR"). RECITALS A. The CITY proposes to contract for services as outlined below; B. The CONTRACTOR is willing to perform such services and has the necessary qualifications by reason of experience, preparation, and organization to provide such services; C. NOW, THEREFORE, the CITY and the CONTRACTOR, mutually agree as follows: 1. SERVICES. The CONTRACTOR shall perform those services set forth in "Exhibit A," which is attached hereto and incorporated herein by reference. 2. TERM OF AGREEMENT. The term of this contract shall commence upon execution by both parties and shall expire on June 30, 2020 unless extended in writing in advance by both parties. 3. TIME OF PERFORMANCE. The services of the CONTRACTOR are to commence upon receipt of a notice to proceed from the CITY and shall continue until all authorized work is completed to the CITY's satisfaction, in accordance with the schedule incorporated in "Exhibit A," unless extended in writing by the CITY. 4. PAYMENT FOR SERVICES. The CONTRACTOR shall be compensated in an amount not to exceed [$105,000 and/or $35,000 for Tier I; or $60,000 and/or $20,000 for Tier 11] per fiscal year for services provided pursuant to this Agreement as described in "Exhibit A." Compensation shall under no circumstances be increased except by written amendment of this Agreement. The CONTRACTOR shall be paid within forty-five (45) days of presentation of an invoice to the CITY for services performed to the CITY's satisfaction. The CONTRACTOR shall submit invoices monthly describing the services performed, the date services were performed, a description of reimbursable costs, and any other information requested by the CITY. 5. CONTRACT ADMINISTRATION The CITY's Representative. Unless otherwise designated in writing, Lisa Marie Belsanti, shall serve as the CITY's representative for the administration of the project. All activities performed by the CONTRACTOR shall be coordinated with this person Manager-in-Charge. For the CONTRACTOR, [Name], shall be in charge of the project on all matters relating to this Agreement and any agreement or approval made by her/him shall be binding on the CONTRACTOR. The Manager-in-Charge shall not be replaced without the written consent of the CITY. Contract- Exhibrt C-April 2017 Page 1 of 12

35 5.3. Responsibilities of the CITY. The CITY shall provide all relevant documentation in its possession to the CONTRACTOR upon request in order to minimize duplication of efforts. The CITY's staff shall work with the CONTRACTOR as necessary to facilitate performance of the services Personnel. The CONTRACTOR represents that it has or will secure at its own expense all personnel required to perform the services under this Agreement. All of the services required under this Agreement will be performed by the CONTRACTOR or under its supervision, and all personnel engaged in the work shall be qualified to perform such services. The CONTRACTOR reserves the right to determine the assignment of its own employees to the performance of the CONTRACTOR's services under this Agreement, but the CITY reserves the right, for good cause, to require the CONTRACTOR to exclude any employee from performing services on the CITY's premises. 6. TERMINATION Termination for Convenience. Either party may terminate this Agreement without cause and in its sole discretion at any time by giving the other party thirty (30) days' written notice of such termination. In the event of such termination, the CONTRACTOR shall cease services as of the date of termination and shall be compensated for services performed to the CITY's satisfaction up to the date of termination Termination for Cause. All terms, provisions, and specifications of this Agreement are material and binding, and failure to perform any material portion of the work described herein shall be considered a breach of this Agreement. Should the Agreement be breached in any manner, the CITY may, at its option, terminate the Agreement not less than five (5) days after written notification is received by the CONTRACTOR to remedy the violation within the stated time or within any other time period agreed to by the parties. In the event of such termination, the CONTRACTOR shall be responsible for any additional costs incurred by the CITY in securing the services from another contractor. 7. INDEMNIFICATION. CONTRACTOR shall indemnify, defend with counsel approved by CITY, and hold harmless CITY, its officers, officials, employees and volunteers from and against all liability, loss, damage, expense, cost (including without limitation reasonable attorneys fees, expert fees and all other costs and fees of litigation) of every nature arising out of or in connection with CONTRACTOR's performance of work hereunder or its failure to comply with any of its obligations contained in this AGREEMENT, regardless of CITY'S passive negligence, but excepting such loss or damage which is caused by the sole active negligence or willful misconduct of the CITY. Should CITY in its sole discretion find CONTRACTOR'S legal counsel unacceptable, then CONTRACTOR shall reimburse the CITY its costs of defense, including without limitation reasonable attorneys fees, expert fees and all other costs and fees of litigation. The CONTRACTOR shall promptly pay any final judgment rendered against the CITY (and its officers, officials, employees and volunteers) covered by this indemnity obligation. It is expressly understood and agreed that the Contract - Exhibit C -Apnl 2017 Page 2 of 12

36 foregoing provisions are intended to be as broad and inclusive as is permitted by the law of the State of California and will survive termination of this Agreement. 8. INSURANCE REQUIREMENTS The CONTRACTOR, at the CONTRACTOR's own cost and expense, shall procure and maintain, for the duration of the contract, the following insurance policies: Workers' Compensation Coverage. The CONTRACTOR shall maintain Workers' Compensation Insurance and Employer's Liability Insurance for its employees in accordance with the laws of the State of California. In addition, the CONTRACTOR shall require any and every subcontractor to similarly maintain Workers' Compensation Insurance and Employer's Liability Insurance in accordance with the laws of the State of California for all of the subcontractor's employees. Any notice of cancellation or non-renewal of all Workers' Compensation policies must be received by the CITY at least thirty (30) days prior to such change. The insurer shall agree to waive all rights of subrogation against the CITY, its officers, agents, employees, and volunteers for losses arising from work performed by the CONTRACTOR for City. This provision shall not apply if the CONTRACTOR has no employees performing work under this Agreement. If the CONTRACTOR has no employees for the purposes of this Agreement, the CONTRACTOR shall sign the "Certificate of Exemption from Workers' Compensation Insurance" which is attached hereto and incorporated herein by reference as "Exhibit B." General Liability Coverage. The CONTRACTOR shall maintain commercial general liability insurance in an amount of not less than one million dollars ($1,000,000) per occurrence for bodily injury, personal injury, and property damage. If a commercial general liability insurance form or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to the work to be performed under this Agreement or the general aggregate limit shall be at least twice the required occurrence limit. If the CONTRACTOR wishes to request an exemption from the commercial general liability insurance requirements of this Agreement, the CONTRACTOR shall sign the "Request for Exemption from General and/or Automobile Liability Insurance" which is attached hereto and incorporated herein by reference as "Exhibit C." Submission of Exhibit C is not a guarantee that the CONTRACTOR will receive an exemption; the CITY will review the request and make an individual determination. CITY approval is indicated by initialing and dating Exhibit C in the lower right corner Automobile Liability Coverage. The CONTRACTOR shall maintain automobile liability insurance covering bodily injury and property Contract-ExhibitC-April2017 Page 3of12

37 damage for all activities of the CONTRACTOR arising out of or in connection with the work to be performed under this Agreement, including coverage for owned, hired, and non-owned vehicles, in an amount of not less than three hundred thousand dollars ($300,000) combined single limit for each occurrence. If CONTRACTOR or CONTRACTOR's employees will use personal autos in any way on this project, CONTRACTOR shall obtain evidence of personal auto liability coverage for each such person. If the CONTRACTOR wishes to request an exemption from the automobile liability insurance requirements of this Agreement, the CONTRACTOR shall sign the "Request for Exemption from General and/or Automobile Liability Insurance" which is attached hereto and incorporated herein by reference as "Exhibit C." Submission of Exhibit C is not a guarantee that the CONTRACTOR will receive an exemption; the CITY will review the request and make an individual determination. CITY approval is indicated by initialing and dating Exhibit C in the lower right corner Endorsements. Each general liability and automobile liability insurance policy shall be issued by insurers possessing a Best's rating of no less than A-:Vll. Each general liability insurance policy shall be endorsed with the specific language of Section below. CONTRACTOR also agrees to require all contractors, and subcontractors to do likewise "The CITY, its elected or appointed officers, officials, employees, agents, and volunteers are to be covered as additional insureds with respect to liability arising out of work performed by or on behalf of the CONTRACTOR, including materials, parts, or equipment furnished in connection with such work or operations." This policy shall be considered primary insurance as respects the CITY, its elected or appointed officers, officials, employees, agents, and volunteers. Any insurance maintained by the CITY, including any self-insured retention the CITY may have, shall be considered excess insurance only and shall not contribute with this policy This insurance shall act for each insured and additional insured as though a separate policy had been written for each, except with respect to the limits of liability of the insuring company Notwithstanding the provisions included in any of the ISO Additional Insured Endorsement forms, CONTRACTOR acknowledges that the insurance coverage and policy limits set forth in this section constitute the minimum amounts of coverage required. Any insurance proceeds available to the CITY in excess of the limits and coverage required in this agreement and which is applicable to a given loss will be available to the CITY The insurer waives all rights of subrogation against the CITY, its elected or appointed officers, officials, employees, or agents Contract-ExhibitC-April2017 Page 4 of 12

38 regardless of the applicability of any insurance proceeds, and agrees to require all subcontractors to do likewise Any failure to comply with reporting provisions of the policies shall not affect coverage provided to the City, its elected or appointed officers, officials, employees, agents, or volunteers The insurance provided by this policy shall not be suspended, voided or reduced in coverage or in limits except after thirty (30) days' written notice has been submitted to the CITY and approved of in writing, except in the case of cancellation, for which ten (10) days' written notice shall be provided Contractor agrees to provide immediate notice to City of any claim or loss against Contractor arising out of the work performed under this agreement. City assumes no obligation or liability by such notice, but has the right (but not the duty) to monitor the handling of any such claim or claims if they are likely to involve City Self Insured Retention/Deductibles. All policies required by this Agreement shall allow City, as additional insured, to satisfy the self-insured retention ("SIR") and/or deductible of the policy in lieu of the Owner (as the named insured) should Owner fail to pay the SIR or deductible requirements. The amount of the SIR or deductible shall be subject to the approval of the City Attorney and the Finance Director. Owner understands and agrees that satisfaction of this requirement is an express condition precedent to the effectiveness of this Agreement. Failure by Owner as primary insured to pay its SIR or deductible constitutes a material breach of this Agreement. Should City pay the SIR or deductible on Owner's behalf upon the Owner's failure or refusal to do so in order to secure defense and indemnification as an additional insured under the policy, City may include such amounts as damages in any action against Owner for breach of this Agreement in addition to any other damages incurred by City due to the breach Certificates of Insurance. The CONTRACTOR shall provide certificates of insurance with original endorsements to the CITY as evidence of the insurance coverage required herein. Certificates of such insurance shall be filed with the CITY on or before commencement of performance of this Agreement. Current certification of insurance shall be kept on file with the CITY at all times during the term of this Agreement. The CONTRACTOR shall provide written evidence of current automobile coverage to comply with the automobile insurance requirement Failure to Procure Insurance. Failure on the part of the CONTRACTOR to procure or maintain required insurance shall constitute a material breach of contract under which the CITY may terminate this Agreement pursuant to Section 6.2 above. 9. ASSIGNMENT AND SUBCONTRACTING. The parties recognize that a substantial inducement to the CITY for entering into this Agreement is the professional reputation, experience, and competence of the CONTRACTOR. Assignments of any Contract - Exhib~ C -April 2017 Page 5 of 12

39 or all rights, duties, or obligations of the CONTRACTOR under this Agreement will be permitted only with the express consent of the CITY. The CONTRACTOR shall not subcontract any portion of the work to be performed under this Agreement without the written authorization of the CITY. If the CITY consents to such subcontract, the CONTRACTOR shall be fully responsible to the CITY for all acts or omissions of the subcontractor. Nothing in this Agreement shall create any contractual relationship between the CITY and subcontractor nor shall it create any obligation on the part of the CITY to pay or to see to the payment of any monies due to any such subcontractor other than as otherwise is required by law. 10. COMPLIANCE WITH LAWS, CODES, ORDINANCES, AND REGULATIONS. The CONTRACTOR shall use the standard of care in its profession to comply with all applicable federal, state, and local laws, codes, ordinances, and regulations Taxes. The CONTRACTOR agrees to pay all required taxes on amounts paid to the CONTRACTOR under this Agreement, and to indemnify and hold the CITY harmless from any and all taxes, assessments, penalties, and interest asserted against the CITY by reason of the independent contractor relationship created by this Agreement. In the event that the CITY is audited by any Federal or State agency regarding the independent contractor status of the CONTRACTOR and the audit in any way fails to sustain the validity of a wholly independent contractor relationship between the CITY and the CONTRACTOR, then the CONTRACTOR agrees to reimburse the CITY for all costs, including accounting and attorneys' fees, arising out of such audit and any appeals relating thereto Workers' Compensation Law. The CONTRACTOR shall fully comply with the workers' compensation law regarding the CONTRACTOR and the CONTRACTOR's employees. The CONTRACTOR further agrees to indemnify and hold the CITY harmless from any failure of the CONTRACTOR to comply with applicable workers' compensation laws. The CITY shall have the right to offset against the amount of any compensation due to the CONTRACTOR under this Agreement any amount due to the CITY from the CONTRACTOR as a result of the CONTRACTOR's failure to promptly pay to the CITY any reimbursement or indemnification arising under this Section Licenses. The CONTRACTOR represents and warrants to the CITY that it has all licenses, permits, qualifications, insurance, and approvals of whatsoever nature which are legally required of the CONTRACTOR to practice its profession. The CONTRACTOR represents and warrants to the CITY that the CONTRACTOR shall, at its sole cost and expense, keep in effect or obtain at all times during the term of this Agreement any licenses, permits, insurance, and approvals which are legally required of the CONTRACTOR to practice its profession. The CONTRACTOR shall maintain a City of West Hollywood business license, if required under CITY ordinance. 11. CONFLICT OF INTEREST. The CONTRACTOR confirms that it has no financial, contractual, or other interest or obligation that conflicts with or is harmful to performance of its obligations under this Agreement. The CONTRACTOR shall not during the term of this Agreement knowingly obtain such an interest or incur such an Contract- Exhibit C -April 2017 Page 6 of 12

40 obligation, nor shall it employ or subcontract with any person for performance of this Agreement who has such incompatible interest or obligation. 12. NON-DISCRIMINATION AND EQUAL EMPLOYMENT OPPORTUNITY. The CONTRACTOR represents and agrees that it does not and will not discriminate against any employee or applicant for employment because of race, religion, color, national origin, sex, sexual orientation, gender identity, political affiliation or opinion, medical condition, or pregnancy or pregnancy-related condition. The CONTRACTOR will take affirmative action to ensure that applicants are employed, and that employees are treated during employment without regard to their race, religion, color, national origin, sex, sexual orientation, gender identity, political affiliation or opinion, medical condition, or pregnancy or pregnancy-related condition. Such action shall include, but not be limited to the following: employment, upgrading, demotion or transfer; recruitment or recruitment advertising; layoffs or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The CONTRACTOR agrees to include in all solicitations or advertisements for employment and to post in conspicuous places, available to employees and applicants for employment, notices setting forth the provisions of this nondiscrimination clause. 13. LIVING WAGE ORDINANCE. The CONTRACTOR shall abide by the provisions of the West Hollywood Living Wage Ordinance. During the term of this Agreement, the CONTRACTOR shall keep on file sufficient evidence of its employee compensation to enable verification of compliance with the West Hollywood Living Wage Ordinance. 14. EQUAL BENEFITS ORDINANCE, No The CONTRACTOR shall abide by the provisions of the West Hollywood Equal Benefits Ordinance. During the term of this Agreement, the CONTRACTOR shall keep on file sufficient evidence of its employee compensation and any applicable benefits packages, as those benefits relate to the coverage of the domestic partners of contractor's employees, which shall include; bereavement leave; family medical leave, and health insurance benefits, to enable verification of compliance with the West Hollywood Equal Benefits Ordinance. 15. RESTRICTIONS: Arab League Boycott of Israel. The CONTRACTOR hereby affirms it does not honor the Arab League Boycott of Israel. 16. RECORDS AND AUDITS. The CONTRACTOR shall maintain accounts and records, including personnel, property, and financial records, adequate to identify and account for all costs pertaining to this Agreement and such other records as may be deemed necessary by the CITY or any authorized representative. All records shall be made available at the request of the CITY, with reasonable notice, during regular business hours, and shall be retained by the CONTRACTOR for a period of three years after the expiration of this Agreement. 17. OWNERSHIP OF DOCUMENTS. It is understood and agreed that the CITY shall own all documents and other work product of the CONTRACTOR, except the CONTRACTOR's notes and workpapers, which pertain to the work performed under this Agreement. The CITY shall have the sole right to use such materials in its discretion and without further compensation to the CONTRACTOR, but any re-use of such documents by the CITY on any other project without prior written consent of the Contract-Exhibrt C-April 2017 Page 7 of 12