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Service Solicited - 2018 - Signs 2 U, LLC - EAC 1-2018 Traffic Box Art / Installation / Fabrication / MaintenanceCITY OF EAGLE IDAHO PERSONAL SERVICES AGREEMENT Traffic Box Art — Fabrication, Installation & Maintenance Project #EAC 1-2018 THIS AGREEMENT, made this 4oftiay F brua r" , 2 01 8 , (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, 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: $640.00/each - small traffic box installation $585.50/each - small traffic box maintenance (as needed) $690.50/each - large traffic box installation $585.50 /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. 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 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. 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 Eagle directly for all current amounts earned under this Agreement. Monthly billings from Vendor are to be submitted by the 10th calendar day of each month. 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. 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 Eagle Arts Commission Attn: Mark Warner, 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 2 k:\clerks\bids-rfp-rfq\rfp's\2018\rfp traffic box utility wrap fabrication 2018\traffic box wrap - fabricator agreement 2018.docx 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 Maieure: 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. 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 3 k:\clerks\bids-rfp-rfq\rfp's\2018\rfp traffic box utility wrap fabrication 2018\traffic box wrap - fabricator agreement 2018.docx 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-Annronriation: 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. The original agreement was entered on March 14, 2017. 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. Annlicable 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. 4 k:\clerks\bids-rfp-rfq\rfp's\2018\rfp traffic box utility wrap fabrication 2018\traffic box wrap - fabricator agreement 2018.docx 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 tic date first above written. SignatukLiZ_ re 4.2 D t, 7 to Title Print Name 11 State of ck 1 ) ss County of at' 1 ACKNOWLEDGEMENT ot. )Ca. On this 7P day of 2017 before me personally appeared �k`rr . known to me and known by theperson who executed the ab ve in rument, who, being Y Q� by me first duly sworn, did depose and say that he/she is the SiaoicV ( ouisti—. and that he/she executed the foregoing instrument on behalf of said firm for the use and purposes stated therein. Witness my hand and off ial seal Expiration: I - Z- - Z_ . (notary signature) C[ rtA�PP OVAL: Stan Ridgeway, Mayor ATTEST: Bergmann, City K. Cler reasurer .• G• t1OTAR),• �' I J'••PUBLIC••/O ••I 5 k:\clerks\bids-rfp-rfq\rfp's\2018\rfp traffic box utility wrap fabrication 2018\traffic box wrap - fabricator agreement 2018.docx AG-C;PR O IMAGE -1 CERTIFICATE OF LIABILITY INSURANCE QP ID: NM DATE (MM/DD/YYYY) 02/15/2018 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, If SUBROGATION IS WAIVED, subject to the terms and conditions this certificate does not confer rights to the certificate holder in lieu PRODUCER 208-466-4694 Dahlinger & Company Insurance 1216 12th Ave S P. O. Box 1220 Nampa, ID 83653-1220 George J. Dahlinger INSURED Image Tech LLC DBA Signs2U 4828 W Emerald Boise, ID 83706 the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. of the policy, certain policies may require an endorsement. A statement on of such endorsement(s) C ACT Scott Ba cos 1 ,E 208-466-4694 FAx 208-467-2008 AIC, No, Ext): (AIC, Not: 1�"dSS: scottadahlingerinsurance.com INSURER(S) AFFONING COVERAGE INSURERA . Western National Assurance Co INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : NAIC N COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR DDLUBR POLICY EFF POLICY EXP IN ITp A TYPE OF INSURANCE X COMMERCIAL GENERAL LIABILITY ICLAIMS -MADE X OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY TEf LOC OTHER: AUTOMOBILE LIABILITY ANY AUTO OWNED AUTOS ONLY X AUTOS ONLY X X SCHEDULED AUTOS p AUTOS OBCY UMBRELLA LIAB OCCUR EXCESS LIAB CLAIMS -MADE DED I I RETENTION $ A AND EMPLOYERS COMPENSATION ANY PROPRIETOR/PARTNER/EXECUTIVEg (Mandatory In NH) EXCLUDED? It yes, describe under DESCRIPTION OF OPERATIONS below YIN N/A POLICY NUMBER CPP1167269 CPP1167269 WCV102265700 rAird(QQ/YYYY) adkaPPNYY1 LIMITS EACH OCCURRENCE 06/20/2017 06/20/2018 DAMAGE TO RENTED PREMISES (Fa nccurrenoel MED EXP (Any one person) 0612012017 06/20/2017 PERSONAL & ADV INJURY GENERAL AGGREGATE PRODUCTS - COMP/OP AGG COMBINED SINGLE LIMIT (Ea accident) 0612012018 I BODILY INJURY (Per person) 1 BODILY INJURY (Per accident) PROPERTY DAMAGE (Per accident) EACH OCCURRENCE (AGGREGATE I I X I STATUTE I 06/20/2018 I I E.L. DISEASE - EA EMPLOYE I ERH E.L. EACH ACCIDENT E.L. DISEASE - POLICY LIMIT DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached If more space Is requl ed) CERTIFICATE HOLDER CITYEAL City of Eagle 660 East Civic Lane Eagle, ID 83616 CANCELLATION 1,000,000 100,000 5,000 1,000,000 2,000,000 2,000,000 1,000,000 100,000 100,000 500,000 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE lin( ACORD 25 (2016/03) ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD