Service Solicited - 2024 - Amproductions1.com - Video Production ServicesCITY OF EAGLE
PROFESSIONAL SERVICES AGREEMENT
Video Production Services
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This Professional Services Agreement ("Agreement") is entered into this / lj day of
04142Gr 2024, by and between the City of Eagle, an Idaho municipal corporation ("City") and
Arturo C. Michel doing business as Amproductions 1 .com ("Contractor"). The City and
Contractor are sometimes collectively referred to herein as the "Parties."
RECITALS
WHEREAS, the City desires to contract for video productions services to include video
recording and editing for the purposes of informing citizenry of current and future events within
the City of Eagle, as well as to provide educational videos to enhance the understanding of the
operation of city government; and
WHEREAS, Contractor possesses the requisite qualifications, skills and the experience
necessary to provide video production services contemplated in this Agreement;
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 Services of this Agreement by reference as though they
were fully set forth herein.
2. Services: The Contractor and/or its subcontractors shall provide the deliverables as
identified in Exhibit A attached hereto and incorporated herein.
3. Term; Renewal; AND Termination: This Agreement shall be for a twelve (12)
month term. This Agreement may be renewed, annually if agreed to by the Contractor and City
Council. The City reserves the right not to renew this Agreement for any reason. Either party shall
have the right to terminate this Agreement at any time by giving thirty (30) days written notice of
such termination. The City may terminate this Agreement immediately upon any breach of
performance specified in this Agreement by the Contractor or any violation of State, Federal or
local law. Notwithstanding any provision of this Agreement, Contractor shall not be relieved of
liability to City for damages sustained by City by virtue of any breach of this Agreement by
Contractor, and City may withhold any payments to Contractor for the purposes of set-off until
such time as the exact amount of damages due City from Contractor is determined. This provision
shall survive the termination of this Agreement and shall not relieve Contractor of liability to City
for damages.
4. Ownership and Intellectual Property: All materials produced for the City by
Contractor under this Agreement shall become the property of the City except Contractor shall
retain sole ownership of any know-how, software, source code, tools and methodologies developed
by Contractor (hereinafter "work Product"). Contractor hereby grants to City a royalty -free, non-
exclusive, worldwide, perpetual, fully transferable license to use, reproduce or create derivative
works of the Work Product.
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5. Compensation: The Contractor shall be paid for its services in an amount not to
exceed twelve thousand dollars ($12,000). Said sum shall be paid in twelve (12) equal monthly
installments.
6. 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.
7. Equipment, Materials, Supplies: Contractor shall supply, at Contractor's sole
expense, all equipment, tools, materials, and/or supplies to accomplish the services to be provided
under this Agreement.
8. Payment: Payment to the Contractor cannot be made until a copy of Contractor's
W-9 is provided to the City.
9. 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 prior to payment of its invoice.
10. Independent Contractor: At all times during the term of this Agreement,
Contractor shall be an independent contractor and shall not be an employee of the City. City shall
have the right to control Contractor only insofar as the results of Contractor's services rendered
pursuant to this Agreement. City shall not have the right to control the means and methods by
which Contractor accomplishes services rendered hereunder. Contractor shall indemnify the City
against any liability arising out of an allegation or finding that Contractor is not an independent
contractor. Contractor is not entitled to employee benefit programs or any protection afforded
employees of the City of Eagle. Contractor is not prohibited from providing the same services for
other businesses at any time except times which would present a conflict in providing City services
under this Agreement. As a self-employed person, the Contractor will be solely responsible for
payment of all federal and state taxes, will not be an employee of the City for worker's
compensation or any other purposes, and will not have unemployment insurance benefits.
11. 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.
12. Nondiscrimination: Contractor agrees not to discriminate against any person
because of race, color, religion, sex, national origin, age, disability or marital status in any activity
for which Contractor is providing services under this Agreement.
13. Indemnification: Contractor agrees to indemnify and save and hold harmless City
from and for any and all losses, claims, actions, judgment for damages, or injury to persons or
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property and losses and expenses and other costs including litigation costs and attorney's fees,
arising out of, resulting from, or in connection with the performance of this Agreement.
14. 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. 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: Mayor's Office
Arturo C. Michael
dba: Amproductions l .com
660 E Civic Ln / PO Box 1520
2206 N. Greenview Ct.
Eagle, ID 83616
Eagle, ID 83616
208-939-6813
208-781-1889
Email (general): clerks@cityofeagle.org
Email: artcmichel@yahoo.com
Email (financial): finance@cityofeagle.org
15. Compliance with Laws: Each party shall comply with all applicable Federal, State
and local laws and regulations.
16. Assignment: This Agreement may not be assigned or delegated by either party
without prior written consent of the other party.
17. Attornev'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.
18. Entire Agreement: This Agreement constitutes the entire agreement between
the Parties relative to the subject matter hereof. Statements or representations of any kind not
embodied herein shall be of no force or effect. This Agreement may only be modified in writing.
19. Governing Law: This Agreement will be construed in accordance with the laws
of the State of Idaho.
20. Heirs and Assigns: This Agreement and the terms and conditions hereof shall
apply to and are binding upon the heirs, executors, administrators and assigns of the parties hereto.
22. 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.
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23. Approval: The City and Contractor each acknowledge that this Agreement, even
though agreed upon by the City's representatives, is not binding upon the City until such time as
the Eagle City Council approves this Agreement and authorizes the Mayor to execute this
Agreement on behalf of the City.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date
first above written.
CITY OF EAGLE: CONTRA
Brad Pike, Mayor
Updated 8-22-24
Arturo . , el
dba AMProductionsl.com
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Date: Ic -iL 24
EXHIBIT A
SCOPE OF SERVICES
VIDEO PRODUCTION SERVICES:
• A minimum of twenty-four (24) short videos of approximately 30 second to 10-minute
duration (e.g. Mayor's Minute)
• A minimum of twelve (12) pod cast videos, of approximately 10-20 minutes duration
(e.g. informational podcasts). Podcast topics are selected and assigned by PIO and the
Mayor before filming and editing can begin'
• A minimum of fifteen (15) videos of approximately 3-10-minute duration highlighting
City Sponsored events, podcasts or special occasions as identified by the Mayor or Staff
designee
Both the City and the Contractor may initiate negotiations for services outside this scope of
work. An addendum requiring approval by City Council shall be required for additional
services.
Updated 8-22-24
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