Service Solicited - 2022 - Red Couch Creative Inc. - 2022 Eagle Fun Days Poster & Social Media Graphic Design PROFESSIONAL SERVICE AGREEMENT
This PROFESSIONAL SERVICES AGREEMENT(the"Agreement")is entered into this
day of April 2022, by and between the City of Eagle, an Idaho municipal corporation
("City") and Red Couch Creative Inc., an Idaho corporation. ("Contractor"). The City and
Contractor are sometimes collectively referred to herein as the "Parties."
RECITALS
WHEREAS the City desires to contract for graphic design services to be utilized on an"as
needed"basis for a variety of projects for the City;
WHEREAS, Contractor possess qualifications, skills and the experience necessary to
provide graphic design services on behalf of the City.
NOW THEREFORE, and in consideration of the mutual promises contained herein, the
Parties agree to the following:
1. INCORPORATION OF RECITALS. The above Recitals are a material part
of this Agreement and are incorporated into the Terms and Conditions of this Agreement by
reference as though they were fully set forth herein.
2. SERVICES. The Contractor shall perform all services to accomplish the Scope of
Work identified in Exhibit A attached hereto and made a part hereof as an integral part of this
Agreement.
3. COMPENSATION. The Contractor shall be paid for actual services rendered at
a total project rate not to exceed $1045.00 (the "Contract Sum").
4. CHANGES IN SCOPE OF WORK. Changes in the Scope of Work shall
be accomplished by a Change Order. A Change Order is a written instrument issued after the
execution of this Agreement signed by the City and Contractor stating their agreement upon the
change in Scope of Work and, if necessary, an adjustment to the Contract Sum and/or the
Completion Date. Any adjustment to the Contract Sum or the Completion Date required by the
Change Order shall be expressly set forth in the Change Order and, if no such adjustment is
expressly set forth in the Change Order, there shall be no implied agreement for changing the
Contract Sum or the Completion Date.
5. ADDITIONAL EXPENSES. Usual and customary office expenses, as well as
mileage compensation, shall not be considered for reimbursement to the Contractor. However,
should other services be needed by the contractor prior written approval must be obtained by the
City, for said expenses to be available for reimbursement.
SERVICES AGREEMENT-1
6. COMMENCEMENT AND COMPLETION. Contractor shall achieve
substantial completion of the Scope of Work no later than May 13,2022 (the"Completion Date").
7. INDEPENDENT CONTRACTOR. The City and Contractor hereby agree that
Contractor shall perform the services contemplated in under this Agreement exclusively as an
independent contractor and not as employee or agent of the City. The Parties do not intend to
create through this Agreement any partnership,corporation,employer/employee relationship,joint
venture or other business entity or relationship other than that of independent contractor.
Contractor, its managers, members, directors, officers, shareholders, agents and employees shall
not receive nor be entitled to any employment-related benefits from the City including without
limitation, workers compensation insurance, unemployment insurance, health insurance,
retirement benefits or any benefit that the City offers to its employees. Contractor shall be solely
responsible for the payment of all payroll and withholding taxes for amounts paid to Contractor
under this Agreement and Contractor's payments for work performed in performance of this
Agreement by Contractor managers, members, directors, officers, shareholders, agents and
employees; and Contractor hereby releases, holds harmless and agrees to indemnify the City from
and against any and all claims or penalties, including without limitation the 100%penalty, which
in any manner relate to or arise from any failure to pay such payroll or withholding taxes.
8. OWNERSHIP AND INTELLECTUAL PROPERTY: All materials produced
for the City by the Contractor under this Agreement shall become the sole property of the City.
Contractor hereby assigns to the City all of Contractor's right,title, and interest, including,but not
limited to,copyright and all copyright rights,in all materials created by Contractor in its performance
under this Agreement. Contractor further warrants that all materials created by Contractor will not
constitute infringement of any copyright, patent or other intellectual property rights of any third
party.
In the event of termination of this Agreement by either party for any reason, the City shall
have the right to receive,and Contractor shall promptly provide to the City,all drawings,documents,
graphic images, creative assets, reports, renderings, exhibits, models, prints, photographs, etc., and
other materials prepared by the Contractor for the services under this Agreement. In the event of
termination,and any dispute regarding the amount to be paid under this Agreement notwithstanding,
the City retains the right to receive and use any such documents or materials. The foregoing
provisions shall survive the term and termination of this Agreement.
9. INDEMNIFICATION. Contractor shall indemnify and hold City harmless with
respect to any claim or action made against City that the material created by Contractor infringes
on any U.S.patent,copyright or other intellectual property right of a third party. Contractor agrees
to give City, and City agrees to give Contractor, as appropriate, prompt written notice of any
written threat, warning or notice of any such claim or action against Contractor or City, as
appropriate.
10. PAYMENT SUBMISSION. Contractor shall submit an invoice for payment to
Eagle City Hall,P.O Box 1520,Eagle,Idaho 83616. The invoice shall provide a detailed statement
of the services provided, and hours spent on the task. Payment shall be made within thirty (30)
days of receipt invoice. If payment is not received within thirty (30) days of delivery of invoice
SERVICES AGREEMENT-2
late fees of$50.00 per day will accrue. Should the 30th day fall on a weekend, the payment shall
be due the following Monday.
11. TAXES: The Contractor 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 the Contractor arising from compensation provided under this Agreement. As such
the contractor shall be required to submit a completed W-9 at time of contract execution.
12. CONTRACTOR NOT AGENT. Except as City may specify in writing,
Contractor shall have no authority, express or implied, to act on behalf of City in any capacity
whatsoever as an agent. Contractor shall have no authority, express or implied, pursuant to this
Agreement, to bind City to any obligation whatsoever.
13. NOTICE. Communication between the Parties regarding day-to-day matters shall
occur via e-mail or telephone. For Clarification on or direction regarding day-to-day matters, the
point of contact for the City shall be Public Information Officer, Ellen Mattila [contact
information: ematilla@cityofeagle.org 208-489-8761]. All other notices required to be given by
either of the Parties shall be in writing and be deemed communicated when personally served, or
mailed in the United States mail, addressed as follows:
CITY OF EAGLE: CONTRACTOR:
Attn: City Clerk Red Couch Creative
660 East Civic Lane 82 E. State Street, Suite F
P.O. Box 1520 Eagle, Idaho 83616
Eagle, ID 83616 Telephone: (208) 562-9075
Contact phone: 208-939-6813 Email: design@redcouchcreative.com
Contact email: clerks @cityofeagle.org
14. COMPLIANCE WITH LAWS. Each party shall comply with all applicable
Federal, State and local laws and regulations.
15. ASSIGNMENT. This Agreement may not be assigned or delegated by either party
without prior written consent of the other party.
16. ATTORNEY'S FEES. The prevailing party in any claims or disputes arising out
of this Agreement shall be entitled to recover reasonable attorney's fees in addition to other relief
which a court of competent jurisdiction may award.
17. ENTIRE AGREEMENT. This Agreement and Exhibit(s) constitute the entire
agreement between the parties, and no representations or promises not set forth herein have been
made by either party as an inducement for entering into this Agreement. Any modification of this
Agreement or additional obligation assumed by either party in connection with this Agreement
shall be binding only if in writing and signed by each party.
SERVICES AGREEMENT-3
18. GOVERNING LAW. This Agreement will be construed in accordance with the
laws of the State of Idaho.
19. 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.
20. HEADINGS. The headings in the Agreement are inserted for convenience and
identification only and are in no way intended to describe, interpret, define, or limit the scope,
extent, or intent of this Agreement or any provision hereof.
21. EXECUTION AND FAX COPIES AND SIGNATURES. This Agreement may
be executed simultaneously in one or more counterparts, each of which shall be deemed an
original, but all of which together shall constitute one and the same instrument.
IN WITNESS WHEREOF,the parties hereto have executed this Agreement as of the date
first above written.
CITY OF EAGLE: INDEPENDENT CONTRACTOR:
S,--') -
Ja on fierce, Mayor Contractor
Print: FleetvwV L . Ph /1,c^
Date: 11//rY/0 2—
AT ST: •.•'s P�:L••..•
1.
of ° •' i li
Tracy E. slforn, City Clerl ; o % Q' Q =
'•.• N.L* .•OQ
STP
SERVICES AGREEMENT-4
EXHIBIT A
(Scope of Work)
The Contractor shall provide the following services:
• Create poster and social media graphic design for the 2022 Eagle Fun Days event:
o 11 x 17 inch poster
o 1080 x 1920px Instagram story of the same design
o 1080 x 1080px square social media graphic, same design
o 1920 x 1005px Facebook event cover, same design
• The deliverables shall include the final poster in PNG and PDF format and social media
image files in PNG format as well as the original design files (i.e. Adobe Illustrator or
Windows Publisher files).
SERVICES AGREEMENT-5