Service Solicited - 2020 - Signs 2 U, LLC - 2020 Traffic Box Art / Installation / Fabrication / Maintenance "F`'F'"' CITY OF EAGLE IDAHO
PERSONAL SERVICES AGREEMENT
Traffic Box Art—Fabrication, Installation &Maintenance
THIS AGREEMENT, made this 64 day abif c , 2 0 2 0, (the "Effective Date")
by and between the City of Eagle, a municipal corpordtion organized under the laws of the
State of Idaho, hereinafter referred to as "Owner", and, Signs2u hereinafter referred to as
"Vendor", a corporation organized under the laws of the State of Idaho.
1. Statement of Work: The Vendor shall furnish labor, material and equipment for, and
perform the work described herein for the consideration stipulated, and in compliance
with State and City Codes. Contract documents consist of the following, attached
hereto, together with any amendments that may be agreed to in writing by both parties:
Bid Proposal General Liability Insurance
Personal Services Agreement RFP
Workers' Compensation Acknowledgements
Services to be provided:
Traffic Box Art- Fabrication, Installation, and Maintenance Services
Amount of Contract:
In an amount,Not to Exceed:
$702.00/each—small traffic box installation
$527.00/each—small traffic box maintenance (as needed)
$795.00/each—large traffic box installation
$620.00/each—large traffic box maintenance (as needed)
Final cost will be determined by the size of the traffic box for which the wrap installation
will be made, a total of six(6)traffic boxes have been identified for wraps for this project.
It is anticipated that the traffic box wrap should last up to five (5) years. If in the event the
vinyl graphics were vandalized or damaged, the maintenance cost would cover the
fabrication and installation.
2. Time of Performance:
• Measuring and creation digital templates of various sized cabinets to be provided within
fifteen (15)working days from date of agreement execution.
• Installation: All work and products described in the RFP and Bid Proposal
(collectively, the " Services") shall be completed within thirty (30) days
from the receipt of final artwork from the artist. This term may be modified
by mutual written agreement of the parties.
• Maintenance: All maintenance shall be performed within thirty (30) days of notice to
Vendor by Owner of the need for maintenance or repairs.
3. Indemnification and Insurance: Vendor shall indemnify and save and hold harmless
Owner from and for any and all losses, claims, actions,judgments for damages, or injury
to persons or property and losses and expenses caused or incurred by Vendor, its
servants, agents employees, guests, and business invitees, and not caused by or arising
out of the tortious conduct of Owner or its employees. In addition,Vendor shall maintain,
and specifically agrees that it will maintain, throughout the term of this Agreement,
liability insurance, in which the Owner shall be named an additional insured in the
minimum amount of$1,000,000. The limits of insurance shall not be deemed a limitation
of the covenants to indemnify and save and hold harmless Owner; and if Owner
becomes liable for an amount in excess of the insurance limits, herein provided, Vendor
covenants and agrees to indemnify and save and hold harmless Owner from and for
all such losses, claims, actions, or judgments for damages or liability to persons or
property. Vendor shall provide Owner with a Certificate of Insurance, or other proof
of insurance evidencing Vendor's compliance with the requirements of this paragraph
and file such proof of insurance with the Owner. In the event the insurance minimums
are changed, Vendor shall immediately submit proof of compliance with the changed
limits.
Additionally, the Vendor shall have and maintain during the life of this contract,
statutory Workers Compensation,regardless of the number of employees,or lack thereof,
to be engaged in work on the project under this agreement (including himself) in the
statutory limits as required by law. In case any such work is sublet, the Vendor shall
require the Subcontractor provide Workers' Compensation Insurance for himself and
any/all the Tatter's employees. Proof of insurance must be provided to Owner prior to the
start of work.
Proof of all insurance shall be submitted to City of Eagle,P.O.Box 1520,Eagle,ID 83616.
4. Independent Vendor: In all matters pertaining to this Agreement, Vendor shall be acting
as an independent contractor, and neither Vendor, nor any officer, employee or agent
of Vendor will be deemed an employee of City. The selection and designation of the
personnel of the Owner in the performance of this Agreement shall be made by the
Owner.
5. Compensation: For performing the Services specified in Section 1 herein, Owner agrees
to reimburse Vendor according to the payment schedule set forth in the attached RFP.
Payment will not include any sub-contract or other personal services pay except as may
be agreed to in writing in advance by the parties. Change Orders maybe issued, subject
to Council approval.
6. Method of Payment: Vendor will invoice the City of E directly for all current
amounts earned under this Agreement. Payments through the City are processed semi-
monthly and approved by the Eagle City Council. The Vendor can expect the City to
issue payment within thirty (30) business days after approval by the Eagle City
Council.
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7. Notices: Any and all notices required to be given by either of the parties hereto,
unless otherwise stated in this agreement, shall be in writing and be deemed
communicated when mailed in the United States mail,certified,return receipt requested,
addressed as follows:
City of Eagle Signs2U
Attn: Eagle Arts Commission Attn: Mike Tankersley. President
PO Box 1520 4828 W. Emerald St.
Eagle,Idaho 83616 Boise,ID 83706
Either party may change their address for the purpose of this paragraph by giving written
notice of such change to the other in the manner herein provided.
8. Attorney Fees: Should any litigation be commenced between the parties hereto
concerning this Agreement, the prevailing party shall be entitled, in addition to any
other relief as may be granted, to court costs and reasonable attorneys' fees as
determined by a Court of competent jurisdiction. This provision shall be deemed to
be a separate contract between the parties and shall survive any default,termination, or
forfeiture of this Agreement.
9. Time is of the Essence: The parties hereto acknowledge and agree that time is strictly of
the essence with respect to each and every term, condition and provision hereof,and that
the failure to timely perform any of the obligations hereunder shall constitute a breach
of, and a default under,this Agreement by the party so failing to perform.
10. Force Majeure: Any delays in or failure of performance by Vendor shall not constitute
a breach or default hereunder if and to the extent such delays or failures of performance
are caused by occurrences beyond the reasonable control of Vendor, including but not
limited to, acts of God or the public enemy; compliance with any order or request of
any governmental authority; fires, floods, explosion, accidents; riots, strikes or other
concerted acts of workmen, whether direct or indirect; or any causes, whether or not
of the same class or kind as those specifically named above, which are not within the
reasonable control of Vendor. In the event that any event of force majeure as herein
defined occurs, Vendor shall be entitled to a reasonable extension of time for
performance of its Services under this Agreement.
11. Assignment: It is expressly agreed and understood by the parties hereto, that Vendor
shall not have the right to assign, transfer, hypothecate or sell any of its rights under
this Agreement except upon the prior express written consent of Owner.
12. Discrimination Prohibited: In performing the Services required herein, vendor shall
not discriminate against any person on the basis of race, color, religion, sex, sexual
orientation, gender identity/expression,national origin or ancestry, age or disability.
13. Reports and Information: At such times and in such forms as the Owner may require,
there shall be furnished to the Owner such statements, records, reports, data and
information as the Owner may request pertaining to matters covered by this Agreement.
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14.Audits and Inspections: At any time during normal business hours and as often as the
Owner may deem necessary,there shall be made available to the Owner for examination
all of Vendor's records with respect to all matters covered by this Agreement. Vendor
shall permit the Owner to audit, examine, and make excerpts or transcripts from such
records, and to make audits of all contracts, invoices, materials, payrolls, records of
personnel,conditions of employment and other data relating to all matters covered by this
Agreement.
15. Compliance with Laws: In performing the Services required hereunder, Vendor shall
comply with all applicable laws, ordinances, and codes of Federal, State, and local
governments.
16. Changes: The Owner may, from time to time, request changes in the Scope of Work to
be performed hereunder. Such changes, including any increase or decrease in
Vendor's compensation,which are mutually agreed upon by and between the Owner and
the vendor, shall be incorporated in written amendments to this Agreement. The Owner
may increase the Vendor's compensation of no more than 5%per year.
17. Termination for Cause: If, through any cause, the Vendor shall fail to fulfill in a timely
and proper manner its obligations under this Agreement, or if the Vendor shall violate
any of the covenants, agreements, or stipulations of this Agreement, the Owner shall
thereupon have the right to terminate this Agreement by giving written notice to the
Vendor of such termination and specifying the effective date thereof at least thirty
(30) days before the effective date of such termination. If this Agreement is terminated
for cause the Vendor shall be entitled to receive just and equitable compensation for any
work satisfactorily completed hereunder as of the effective date of termination.
Notwithstanding the above, the Vendor shall not be relieved of liability to the Owner for
damages sustained by the Owner by virtue of any breach of this Agreement by the
Vendor, and the Owner may withhold any payments to the Vendor for the purposes of
set-off until such time as the exact amount of damages due the Owner from the Vendor
is determined. This provision shall survive the termination of this Agreement and shall
not relieve the Vendor of its liability to the Owner for damages, provided that the amount
of such damages shall not exceed the total compensation provided for in Section 1 of
this Agreement.
18. Termination for Convenience of City: The Owner may terminate this Agreement at
any time by giving at least thirty (30) days' notice in writing to the Vendor. If the
Agreement is terminated by the Owner as provided herein, Vendor will be paid an
amount which bears the same ratio to the total compensation as the services actually
performed bear to the total services of Vendor covered by this Agreement, less payments
of compensation previously made. If this Agreement is terminated due to the fault of
Vendor, Section 18 hereof relative to termination shall apply.
19. Vendor Taxes:Vendor assumes full and sole responsibility for payment of state and federal
income tax, withholdings, social security, and other payroll taxes on any income
attributable to Vendor arising from compensation provided under this Agreement.
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20. Severability: If any part of this Agreement is held to be invalid or unenforceable, such
holding will not affect the validity or enforceability of any other part of this Agreement
so long as the remainder of the Agreement is reasonably capable of completion.
21.Non-Appropriation: Should funding become not available, due to lack of appropriation,
the Owner may terminate this agreement upon thirty(30)days' written notice.
22. Renewal: This Agreement shall not be valid for more than one ( 1 ) year from the
Effective Date hereof. This Agreement is renewable upon mutual written agreement
by both parties. The City retains sole discretion as to any renewal of this Agreement, and
will provide written notice of intent to renew to Contractor at least sixty(60)days prior to
the end of the initial term or any renewal term. No more than three(3)one-year renewals
may be allowed, provided that any such renewal shall not be effective until approved by
the City Council.
23. Entire Agreement: This Agreement contains the entire agreement of the parties and
supersedes any and all other agreements or understandings, oral or written, whether
previous to the execution hereof or contemporaneous herewith.
24.Applicable Law. This Agreement shall be governed by and construed and enforced
in accordance with the laws of the State of Idaho,and the ordinances of the City of Eagle.
The Parties agree that venue for any suit to enforce the terms of this Agreement shall be in
the Fourth Judicial District of the State of Idaho, in and for Ada County, or in the U.S.
District Court for the State of Idaho.
25. Approval Required. This Agreement shall not become effective or binding until
approved by the City of Eagle. Vendor acknowledges and affirms that it has authority to
enter into this Agreement and that its representative executing this Agreement has
authority to bind Vendor to this Agreement.
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IN WI ' ESS WHEREOF, the Citand the
as of - da j Y con tractor/vendor have executed this Agreement
to firs_a ve written. g
33/4
Signa u.. �-' 0�iOtAD&x,-2.
� at Title
19-A.A-12--
Print Name
ACKNOWLEDGEMENT
State of .\0 )
ss
County of .. )
On thisRD
� day of V 1 Aaa.k:
2020, before me personally appeared
known to me and known by me to be theperson (i/Liv �
who executed the above instrument, who, being
by me first duly sworn, did depose and saythat
that he/she is the �c,,�,>���
he/she executed the foregoing instrument on behalfand
of said firm for the use and purposes
stated therein. p rp
Wit i ess my h. d and offic' _.eal
CARA CHESSLER
.► �'' COMMISSION#69201
NOTARY PUBLIC
Expiration: j--J(- 202_3_
STATE OF IDAHO
(notary si nature MY COMMISSION EXPIRES 01/24/2023
g )
TY OF AuLE PROVAL:
�R 1
cjason Pierce, Mayor
ATTEST:
g/1,0\CA-4,(31_____1‹ :4.,
Sharon K. Bergmann, City Cl-rk/Treasurer
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