Service Solicited - 2022 - Bryant Ideas of Idaho - Traffic Box Art - Fabrication, Installation, and Maintenance Services Vendor PERSONAL SERVICES AGREEMENT
Traffic Box Art-Fabrication, Installation, and Maintenance Services Vendor:
THIS AGREEMENT, made this t9 dayTVt j , 2022 (the "Effective Date") by
and between the City of Eagle, a municipal corporation organized under the laws of the State of
Idaho, hereinafter referred to as "Owner", and, Bryant Ideas of Idaho 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 Workers' Compensation
RFP Acknowledgements
Services to be provided: Traffic Box Art- Fabrication, Installation, and Maintenance Services
Amount of Contract:
In an amount, not to exceed:
$827.00/each— Small traffic box installation
$827.00/each—Large traffic box installation
Maintenance (Damage or Vandalism):
High Resolution print file for the City of Eagle - $0.00
Replacement of Panel (quantity 1) - $125.00 per panel
Replacement of entire cabinet(quantity 1) - $275.00
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: All work and products described in the R F P and B i d
Proposal (collectively , the " Services") shall be completed within thirty (30)
days from the receipt of final artwork from the artists. This term may be modified by mutual
written agreement of the parties.
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 as specified in the Idaho
Tort Claims Act set forth in Title 6, Chapter 9 of the Idaho Code. 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 latter'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. Vendor is required
to complete a W-9 form prior to receipt of payment.
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 may be issued, subject to Council approval.
6. Method of Payment: Vendor will invoice the City of E a g 1 e directly for all current amounts
earned under this Agreement. Payments through the City are processed bi-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.
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 Bryant Ideas of Idaho
Attn: Eagle Arts Commission Attn: Holly Cichoski
PO Box 1520 149 S. Adkins Way, Suite 101
Eagle, Idaho 83616 Meridian, Idaho 83642
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.
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
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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.
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 be valid for one ( 1 ) year from the Effective Date
hereof This Agreement is renewable upon mutual written agreement by both parties
for up to three (3) consecutive years. 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
(30) days prior to the end of the initial term or any renewal term. No more than three (3)
one-year renewals shall 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
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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. Aoproval 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.
IN WITNESS WHEREOF,the City and the contractor/vendor have executed this Agreement as
of the date first above written.
Bryant Ideas of Idaho
149 S. Adkins Way,Suite 101
Merl ' 3642
4, 667 /
Signature Date
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Prir,t Nine U
CFI' 0s [[EAGLE.
1PPRO VYL'D
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Jas re,
Mayor
ATTEST:
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Tracy((llEll.. LLrn,CMC ..6/1Ait--..r.s.,_ \ ' •° -
City Clerk • ��,�
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END OFAGREEMEN7'
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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.
IN WITNESS WHEREOF, the City and the contractor/vendor have executed this Agreement as
of the date first above written.
Bryant Ideas of Idaho
149 S. Adkins Way, Suite 101
Meridian, ID 83642
Signature Date
Print Name
CITY OF EAGLE
APPROVED
BY:
Jas n Pi rce,
Mayor
ATTEST: ••,
GL ,,,,,
41. 4 E es. 0 #'•
Tracy E. orn, CMC vs; Aes O
City Clerk *•••••gip,
END OF AGREEMENT
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