SRFP 18-289 Specs (E).pdf

CITY OF BOISE

ARTS AND HISTORY DEPARTMENT

REQUEST FOR PROPOSAL

SRFP 18-289

VRT Vinyl Window Treatment

Addenda 1.______________ 2.______________ 3.______________ 4.______________ 5.______________

TABLE OF CONTENTS

INVITATION TO PROPOSE

GENERAL CONDITIONS

TERMS AND CONDITIONS

PROJECT INFORMATION

PROPOSAL REQUIREMENTS

BID PROPOSAL SIGNATURE PAGE

PUBLIC AGENCY CLAUSE

SAMPLE PERSONAL SERVICES CONTRACT AGREEMENT

INVITATION TO PROPOSE

May 16, 2018

Dear Proposer:

The City of Boise, Idaho will accept sealed bids/proposals at the Purchasing Office, 150 N. Capitol Blvd., Boise, Idaho, 83702, until June 6, 2018 at 1:00 PM local time.

Immediately thereafter, all bids/proposals will be opened and publicly read in the presence of the Proposers at Boise City Hall.

Proposals for: SRFP 18-289; VRT Vinyl Window Treatment, Arts and History Department, Boise City

Scope of Work: The City of Boise is interested in working with a qualified firm to collaborate with a city selected artist in preparing their art for fabrication. This will consist of digitally reproducing the artist’s work, printing it on vinyl and installing the vinyl onto the windows located within Valley Regional Transit’s (VRT) Main Street Station. The scope will include measuring and creating digital templates of the windows, provide support for the artist to adapt their artwork into the required digital format, prepare the digital files for printing, print the vinyl, prepare and cut the vinyl for installation based on the artist’s design. The final installation must be complete and invoices for final work must be submitted no later than September 15th, 2018.

Bids/Proposals will be prepared per the specifications detailed within the Request for Proposal document. Bid/Proposal documents are available at no charge with registration through DemandStar or BidNet (links provided on City Website) www.cityofboise.org or a CD copy can be picked up at the Purchasing Office of the City of Boise, 150 North Capitol Blvd., Boise, Idaho.

A Pre-bid Meeting Will be held on May 31, 2018 at 2:00 PM at Valley Regional Transit Main Street Station.

In determining the best qualified proposal, Purchasing will consider all acceptable bids/proposals on a basis consistent with SRFP requirements.

The City intends to award contract to one supplier; however, the City reserves the right to award to more than one proposer.

The City of Boise reserves the right to reject any and all bids/proposals, to waive any irregularities in the bids/proposals received and to accept the proposal(s) that are in the best interest of the City. Boise City is an Equal Opportunity Employer. The City of Boise is exempt from Federal and State taxes and will execute the required exemption certificates.

CITY OF BOISE, IDAHO

http://www.cityofboise.org/

PROPOSAL INSTRUCTIONS AND INFORMATION

• The submission package or envelope SHOULD BE SEALED and PLAINLY MARKED with the following:

Boise City Purchasing Office 150 N Capitol Blvd Boise, ID 83702 SRFP 18-289 VRT Vinyl Window Treatment

• Submit PROPOSALS to the Boise City Purchasing Office, 150 North Capitol Blvd., Boise, Idaho 83702.

OR

• E-Proposals: Electronic Proposals submitted through DemandStar or BidNet in will also be accepted for this project. Proposals must be signed and submitted in same required format. Submit one (1) electronic copy if using E-Bidding. After uploading your bid/proposal, Bidders are encouraged to verify the successful upload of the document.

• Sign your electronic proposal. Proposals without written signature will not be accepted.

• All E-Proposals must be submitted before the scheduled bid/proposal opening. In the event of a technology failure, the City reserves the right to accept all proposals submitted and electronically time stamped prior to bid/proposal opening. The City will require bid/proposal receipt document to be on file as proof of timely submission. Bidders are encouraged to confirm the successful up-load of their bid/proposal document. The City will not accept proposals after the scheduled time for opening.

• The Owner is the City of Boise.

• ALL PROPOSALS MUST BE SIGNED.

• If a "Bid Schedule" is present, the Schedule should be completely filled in by the

Bidder and included in their Proposal. Where proposal formats are requested, Bidder is to comply with all specifications.

• Additional sheets may be included if more room is needed for technical information, answers, and explanations.

GENERAL CONDITIONS

These General Conditions are presented for clarification of the Terms and Conditions included with the Contract Agreement and are not intended to replace or take precedence over those Terms and Conditions.

1.1 Intent of Bid/Proposal

It is the intent of this proposal to describe the services being sought in sufficient detail to secure qualified bids/proposals. Bids/Proposals will be evaluated using a weighted scoring method. Bids/Proposals not conforming to the requested format or not in compliance with the specifications will not receive full scoring.

1.2 Proposer’s Costs

The Proposer will be responsible for all costs (including site visits where needed) incurred in preparing or responding to this SRFP. All materials and documents submitted in response to the SRFP become the property of the City and will not be returned.

1.3 Evaluation of Proposer

Before a contract will be awarded, the City may conduct reference investigations as is necessary to evaluate and determine the performance record and ability of the top ranked Proposer(s) to perform the size and type of work to be contracted, and to determine the quality of the service being offered. By submitting a proposal, you authorize the City to conduct reference investigations as needed. Bids/Proposals will be evaluated by a selection committee comprised of City of Boise employees, and may include citizens of the City.

1.4 Insurance

The Contractor will provide the insurance coverage designated hereinafter and pay all costs associated with the insurance coverage. Any submitted insurance policy, or certificate of insurance will name the City as a named insured (Attn: Purchasing), where appropriate, and such insurance policy or certificate of insurance will be kept and maintained in full force and effect at all times during the term or life of this contract. The insurance policy or certificate of insurance must be filed with Purchasing prior to commencing work under this contract and no insurer will cancel the policy or policies or certificate of insurance without first giving thirty (30) days written notice thereof to the Contractor and the City, but the contractor may, at any time, substitute a policy or policies or certificate of insurance of a qualified insurance company or companies of equal coverage for the policy or policies or certificate then on file with Purchasing.

In case of the breach of any provision of this article, the City, at its option, may take out and maintain at the expense of the Contractor, such insurance as the City may deem proper and may deduct the cost of such insurance from any monies which may be due or become due the Contractor under this contract.

a. Contractor's and Subcontractor's Insurance. The Contractor will not commence providing service under the contract until Contractor has obtained all the insurance required hereunder and such insurance has been reviewed by the City. Review of the insurance by the City will not relieve or decrease the liability of the Contractor hereunder.

b. Compensation and Employer's Liability Insurance. The Contractor will maintain during the life of this contract, the statutory workers' compensation, in addition, employer's liability insurance in an amount not less than $500,000 for each occurrence, for all of his employees to be engaged in work on the project under the contract, and, in case any such work is sublet, the Contractor will require the Subcontractor similarly to provide workers' compensation and employer's liability insurance for all of the latter's employees to be engaged in such work.

The minimum limits of insurance described above will not be deemed a limitation of the Contractor's covenant to indemnify.

1.5 Reserved Rights

The City of Boise reserves the right to accept or reject bids/proposals. The City may select a firm on the basis of the written proposal or may request oral presentations from the most highly rated firms under the evaluation criteria outlined above. The firm selected through this process as the best qualified will then be requested to negotiate a contract.

1.6 Public Records

The Idaho Public Records Act, Title 74, Chapter 1, Idaho Code, allows the open inspection and copying of public records. Public records include any writing containing information relating to the conduct or administration of the public's business prepared, owned, used, or retained by a State or local agency regardless of the physical form or character. All, or most, of the information contained in your Bid or Proposal will be a public record subject to disclosure under the Public Records Act and will be available for inspection and copying by any person. The Public Records Act contains certain exemptions. One exemption potentially applicable to part of your response may be for trade secrets. Trade secrets include a formula, pattern, compilation, program, computer program, device, method, technique or process that derives economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by other persons and is subject to the efforts that are reasonable under the circumstances to maintain its secrecy.

If you consider any element of your Bid or Proposal to be a trade secret, or otherwise protected from disclosure, you must:

a. Indicate by marking each page of the pertinent document confidential; and,

b. Include the specific basis for your position that it be treated as exempt from disclosure.

Prices quoted in your Bid or Proposal are not a trade secret.

The following is not acceptable or in accordance with the Public Records Act and will not be honored:

a. Marking your entire Bid or Proposal as exempt; or,

b. Placing a statement or legend on one (1) page stating that all or substantially all of the response is exempt.

The City, to the extent allowed by law and in accordance with these Instructions, will honor a designation of nondisclosure. If you claim material to be exempt from disclosure under the Idaho Public Records Act, the Bidder/Proposer will expressly agree to defend, indemnify and hold harmless the City from any claim or suit arising from the City’s refusal to disclose any such material. Any questions regarding the applicability of the Public Records Act should be addressed to your own legal counsel – Prior to submission.

1.7 Taxes

The City of Boise is exempt from Federal and State taxes and will execute the required exemption certificates for items purchased and used by the City. Items purchased by the City and used by a contractor are subject to Use Tax. All other taxes are the responsibility of the Contractor and are to be included in the Contractor’s Proposal pricing.

1.8 Request for Clarification

Any Bidder who wishes to request clarifications on the requirements, standards, specifications or processes outlined in this Request for Bid/Proposal may submit a written notification to the Purchasing Office to be received no later than:

Item Due Questions and Clarifications due: June 1, 2018 at noon, Local Time

Written requests are to be directed to:

Tammi Leatham City of Boise Purchasing 150 N. Capitol Blvd Boise ID 83702 Fax: 208-384-3995 tleatham@cityofboise.org

1.9 Addenda to the SRFP

If specifications are modified by the Purchasing Office, the modifications will be sent to each plan-holder in writing. Verbal modifications are not binding on the City or the Bidder.

No oral changes will be considered or acknowledged. Proposers are requested to acknowledge each addendum received in their Proposal.

1.10 Modification and Withdrawal of Bid/Proposal

A proposal may be modified or withdrawn by the Proposer prior to the set date and time for the opening of bids/proposals.

1.11 Proposal Questions

Questions and responses of any one Proposer, which the City of Boise deems may affect or cause an ambiguity in proposal responses, will be supplied to all prospective Proposers by addendum.

The City of Boise may, by written notice to all respondents, cancel, postpone or amend the Request for Proposal (SRFP) prior to the due date. If, in the opinion of the City of Boise, the revisions or amendments will require additional time for a response, the due date will be extended to all participants. If revisions and amendments are not furnished to respondents prior to the due date, bids/proposals shall be considered withdrawn and the process shall be re-initiated without further discussion.

1.12 Award Criteria

Criteria necessary to evaluate the proposals in relation to the service being sought are included in the RFP documents and will be established and weighted. At a minimum, criteria will include annual pricing, experience, references, compliance to the specifications and requirements for the service. The contract may be awarded to one or multiple Proposers.

SCORE

Item Points Specific Qualifications 200 Cost 200 *Reference 100 Total Points 500

1.13 Discrimination Prohibited

In performing the Services required herein, the Contractor, sub-recipient, or subcontractor 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. It is the Contractor’s responsibility to ensure that the sub-contractor is in compliance with this section.

Further, if this is a Department of Transportation assisted contract, the Contractor shall carry out applicable requirements of 49 C.F.R. Part 26 in the award and administration of the contract. It is the Contractor’s responsibility to ensure that all sub-contractors are in compliance with these requirements as well. Failure by the Contractor to carry out these requirements is a material breach of this contract, which may result in the termination of this contract or such other remedy as the City deems appropriate.

1.14 Highest Ranked Proposer

The selection committee shall recommend to City Council that the contract or award of proposals be awarded to the highest ranked Proposer, with all evaluation criteria considered, provided that, the City Council may award contracts to the Proposer it determines appropriate.

1.15 Significant Local Economic Presence

City Council may exercise a preference for a proposer with a significant local and Idaho economic presence even if such proposer is not the selection committee’s highest ranked proposer. To qualify as a bidder with a significant local economic presence, a firm must maintain in the Metropolitan Impact Area a fully staffed office, or fully staffed sales offices, or fully staffed sales outlets, or manufacturing facilities, or warehouses, and, if required, be registered with the Secretary of State of Idaho to do business in Idaho at the time of the bid/proposal opening.

• Metropolitan Impact Area: Includes and is limited to the counties of Ada, Boise, Canyon, Elmore, Gem and Payette in the state of Idaho.

1.16 Proposal and Price Guarantee

It is desired that the submitted proposal remains in effect for a minimum of 120 days, along with all proposal pricing. If this is not accepted, Proposer is to so indicate.

1.17 Payments and Billings

The awarded Proposer will submit all invoices to:

City of Boise Arts and History Department P.O. Box 500 Boise, ID 83701-0500 Attn: Karl LeClair

Payments through City Hall are processed weekly. The awarded Proposer can expect the City to issue and mail payment within 45 days after receipt of invoice.

1.18 Stop Work Order

Any “Stop Work Order” given to Awarded Proposer will cause all physical work to stop and a complete cessation of all expenditures, ordering of materials, etc., on the part of the Awarded Proposer and/or his assigns.

1.19 Disadvantaged Business Enterprises (D.B.E.)

D.B.E. firms and business enterprises are encouraged to submit a proposal. Women owned and minority owned firms are encouraged to submit a proposal. The City actively encourages any bids/proposals by D.B.E. firms for goods and services for the City.

The City of Boise reserves the right to reject any and all bids/proposals, to waive any irregularities in the bids/proposals received, to award on an "each item" basis (however, the Proposer may indicate "all or none"), and to accept the bid/proposal deemed most advantageous to the best interest of the City of Boise.

TERMS AND CONDITIONS

2.1 Assignment or Subcontracting

The Consultant may not assign or transfer this agreement or any interest therein or claim there under, or subcontract any portion of the work there under, without the prior written approval of the City of Boise. If the City of Boise consents to such assignment or transfer, the terms and conditions of this Agreement shall be binding upon any assignee or transferee.

2.2 Contract

The selected firms(s) will be expected to execute a contract with the City of Boise. Specific exception must be proposed prior to bid/proposal opening.

2.3 Ownership and Access to Records

While ownership of confidential or personal information about individuals shall be subject to negotiated agreement between the City of Boise and the Consultant, records will normally become the property of the City of Boise and subject to state law and City of Boise policies governing privacy and access to files.

2.4 Examination of Records

The City of Boise shall have access to and the right to examine any pertinent books, documents, papers, and records of the Consultant involving transactions and work related to this Agreement until the expiration of five years after final payment hereunder. The Consultant shall retain project records for a period of five years from the date of final payment.

2.5 Conflict of Interest

2.5.1 The Consultant shall not hire any officer or employee of the City of Boise to perform any service covered by this Agreement.

2.5.2 The Consultant affirms that to the best of his/her knowledge there exists no actual or potential conflict between the Consultant's family, business, or financial interests and the services provided under this Agreement, and in the event of change in either private interests or service under this Agreement, any question regarding possible conflict of interest which may rise as a result of such change will be raised with the City of Boise.

2.5.3 The Consultant shall not be in a reporting relationship to a City of Boise employee who is a near relative, nor shall the near relative be in a decision-making position with respect to the Consultant.

2.6 Copyright

The City of Boise shall own, solely and exclusively, the copyright and all copyright rights to any written or otherwise copyrightable material delivered under this Agreement. The Consultant warrants that all creators of copyrightable material delivered under this Agreement to the City of Boise are, at the time of the material's creation, bona fide employees or subcontractors of the Consultant, and that such creation is within the course and scope of the creator's employment.

2.7 Non-Waiver

Waiver or non-enforcement by either party of a term or condition shall not constitute a waiver or non-enforcement of any other term or condition or of any subsequent breach of the same or similar term or condition.

2.8 No Third-Party Rights

Nothing in this Agreement is intended to make any person or entity that is not signatory to the agreement a third-party beneficiary of any right created by this Agreement or by operation of law.

2.9 Standard for Performance

The parties acknowledge that the City of Boise, in selecting the Consultant to perform the services hereunder, is relying upon the Consultant's reputation for excellence in the performance of the services required hereunder. The Consultant shall perform the services in the manner of one who is a recognized specialist in the types of services to be performed. All deadlines set forth in the Agreement are binding and may be modified only by subsequent written agreement of the parties. The Consultant shall devote such time to performance of its, her, or his duties under this Agreement as is reasonably necessary for the satisfactory performance of such duties within the deadlines set forth herein. Nothing in the foregoing shall be construed to alter the requirement that time is of the essence in this Agreement.

2.10 Attorney's Fees

In the event of any action brought by either party against the other to enforce any of the obligations hereunder or arising out of any dispute concerning the terms and conditions hereby created, the losing party shall pay the prevailing party such reasonable amounts of fees, costs and expenses, including attorneys' fees, as may be set by the Court.

2.11 Applicable Law

The laws of the State of Idaho shall govern this agreement.

2.12 Rejection of Bids/Proposals

The City of Boise may, at its sole option, reject any and all bids/proposals, for any reason, and reserves the right to re-solicit bids/proposals in the event no response to the SRFP is acceptable to the City of Boise. City of Boise is in no way obligated to any respondent for the work as set forth in the specifications.

2.12.1 The City of Boise reserves the right to accept or reject bids/proposals on each item separately or the SRFP as a whole, without further discussion.

2.12.2 Bids/Proposals, which are incomplete, will be considered non-responsive to this solicitation and may be rejected without further consideration.

2.12.3 If, in the opinion of the City of Boise, the solicitation does not result in reasonable prices to the City of Boise, considering price and cost factors associated with the acquisition described herein, then all bids/proposals shall be rejected. All participating respondents shall be notified of the rejection, the reasons for the rejection, and advised of the disposition of the requirement.

PROJECT INFORMATION

Fabrication and Installation of Vinyl Window Treatment at Valley Regional Transit’s Main Street Station

The City of Boise is interested in working with a qualified firm to collaborate with a city selected artist in preparing their art for fabrication. This will consist of digitally reproducing the artist’s work, printing it on vinyl and installing the vinyl onto the windows located within Valley Regional Transit’s (VRT) Main Street Station. The scope will include measuring then creating digital templates of the windows, provide support for the artist to adapt their artwork into the required digital format, prepare the digital files for printing, print the vinyl, prepare and cut the vinyl for installation based on the artist’s design. The final installation must be complete and invoices for final work must be submitted no later than September 15th, 2018.Measure and provide comprehensive templates of all interior window space inside Valley Regional Transit’s Main Street Station

• Provide specifications and templates for artist to develop silhouette style design for cut vinyl artwork

• Develop a method for protecting the cut, colored vinyl, i.e. clear vinyl layer or other treatment

• Work directly with selected artist to adapt artist design to be fabricated in vinyl

• Fabricate and install vinyl artwork to selected artist’s specifications

• Work to be completed and billed by September 15, 2018

PROPOSAL REQUIREMENTS

o Cover Letter and Signature Sheet (Pass/Fail):

The cover letter should contain an introduction of your firm, interest and experience in this type of services and your firm’s ability to respond and perform anticipated services in a timely manner. Please provide the name, title, address, and telephone number of the primary contact for the information provided in your firm’s proposal.

o Specific Qualifications (200 Points):

Please provide information on your firm’s ability to provide services requested in the scope of services including ability to work with artists, photograph or scan art at high resolution, print on vinyl, and experience installing vinyl. Provide specific examples of individual experience relative to a minimum of two (2) projects: briefly illustrating your ability to complete such projects.

o References (100 points) Proposers must provide at least three (3) current references from different firms/organizations for which this scope of work has been provided. References must be able to verify the proposers basic and specific qualifications for the work required.

Failure to provide references with similar scope of work may be grounds for disqualification.

o Cost (200 points):

Boise City requests the Proposer provide a fee schedule denoting the cost associated with the scope of work per project requirements.

Return with Bid Proposal

BID PROPOSAL SIGNATURE PAGE

Name of Business:

Please print or type Address:

City:

State: Zip Code:

Phone No.:

Signature:

Printed Name:

E-Mail Title:

Date:

Significant Local Economic Presence: ____ Yes; ____ No (Misstatement of local presence may result in disqualification of the bid or proposal by the City Council).

Provide local address if different than mailing address.

Proposer Acknowledge Receipt of the Following Addenda:

Addendum #1 Addendum #2 Addendum #3 Addendum #4

The above signed proposes to provide services in accordance with the specifications for this project for the City of Boise, Idaho and to bind themselves, on the acceptance of this Bid/Proposal, to enter into and execute a contract, of which this Bid/Proposal, terms and conditions, and specifications will be part. Submission of this signed proposal signifies agreement with the solicitation’s specifications and specifically constitutes a waiver of any objections to them.

The above signed acknowledges the rights reserved by the City to accept or reject any or all Bids/Proposals as may appear to be in the best interest of the City and is authorized to do business in Idaho.

Proposal Guarantee

Number of days price will be guaranteed:

(Request minimum of 90 days)

PUBLIC AGENCY CLAUSE

Bid prices will be made available to other "Public Agencies" as defined in Section 67- 2327 of the Idaho Code, to include any city or political subdivision of this state including, but not limited to counties; school districts; highway districts; port authorities;

instruments of counties; cities or any political subdivision created under the laws of the State of Idaho; any agency of the state government; and any city or political subdivision of another state. It will be the responsibility of the "Public Agency" to independently contract with the vendor and/or comply with any other applicable provisions of Idaho Code governing public contracts. Typically, other municipalities buy from our agreement.

Accept Public Agency Clause? Yes ____________ No ____________

SAMPLE PERSONAL SERVICES CONTRACT AGREEMENT

PURCHASING CONTRACT NUMBER SRFP 18-289

Project: VRT Vinyl Window Treatment

Vendor: (Insert Vendor’s Name)

Owner: Arts and History Department, City of Boise, Ada County, Idaho, a municipal corporation

THIS AGREEMENT, made this _______ day of __________, 2____, by and between the City of Boise, a municipal corporation organized under the laws of the State of Idaho, hereinafter referred to as "Owner", and (Insert Vendor’s Name), 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 together with any amendments that may be agreed to in writing by both parties:

Bid Proposal Workers’ Compensation Specifications Liability Insurance Acknowledgements Automobile Insurance Contract Agreement

Services to be provided: Vendor will fabricate and install vinyl on windows in Valley Regional Transit’s Main Street Station.

Amount of Contract: In an amount Not to Exceed: $(Insert Dollar Amount).

Time of Performance: All work and products described in the Scope of Work shall be completed within (Insert # of Days) from the date hereof. The term may be modified by mutual written agreement of the parties.

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.

Vendor shall maintain automobile insurance with a limit of no less than $500,000 per occurrence for owned, non-owned and hired vehicles. If vendor has no owned motor vehicles, then hired and non-owned motor vehicle liability coverage with limits not less than $500,000 per accident for bodily injury and property damage is required. Where applicable, the City of Boise shall be named as an additional insured.

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 Boise, Purchasing, P.O. Box 500, Boise, ID.

83701.

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.

Compensation: For performing the services specified in Section 1 herein, Owner agrees to reimburse Vendor according to the attached bid specification. 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 Purchasing/Council approval.

Method of Payment: Vendor will invoice the Arts and History Department directly for all current amounts earned under this Agreement. Owner will pay all invoices within forty-five (45) days after receipt.

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 Boise Arts and History Department 150 N Capitol BLVD Boise, Idaho 83702

(Insert Vendor’s Name) (Insert Vendor’s Address) (City), (State) (Zip Code)

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.

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.

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.

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.

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.

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.

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.

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.

Compliance with Laws: In performing the scope of services required hereunder, Vendor shall comply with all applicable laws, ordinances, and codes of Federal, State, and local governments.

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.

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 fifteen (15) 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.

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 two of this agreement.

Termination for Convenience of City: The Owner may terminate this Agreement at any time by giving at least fifteen (15) 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.

Vendor to Pay or Secure Taxes: The Vendor in consideration of securing the business agrees: 1) To pay promptly when all taxes due (other than on real property), excises and license fees due the state, its subdivisions, and municipal and quasi-municipal corporations therein, accrued or accruing in accordance with conditions of this Agreement, whether or not the same shall be payable at the end of such term; 2) That if said taxes, excises and license fees are not payable at the end of said term, but liability for the payment thereof exists, even though the same constitute liens upon the Vendor's property, to secure the same to the satisfaction of the respective officers charged with the collection thereof; and that; 3) That, in the event of default in the payment or securing of such taxes, excises, and license fees, that Boise City may withhold from any payment due the vendor hereunder the estimated amount of such accrued taxes, excises and license fees for the benefit of all taxing units to which said Vendor is liable.

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.

Non-Appropriation: Should funding become not available, due to lack of appropriation, the Owner may terminate this agreement upon 30 (thirty) days notice.

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.

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 Boise.

Approval Required. This Agreement shall not become effective or binding until approved by the City of Boise.

Social Media Clause. Until the Work is complete and has been accepted by the City, Consultant shall not post or share information or photos about the Work online in any form, including but not limited to email, websites, message boards, blogs, or social networking websites.

Acceptance and Final Payment: Upon receipt of notice that the work is ready for final acceptance and inspection, the Owner’s representative will make such inspection and when he finds the work acceptable and the contract fully performed he will have the Vendor issue a final payment request.

Renewal: N/A

Copyright: Ownership, Publication, Reproduction and Use of Material. All copyrightable works including but not limited to: literary works, pictorial, graphic and sculptural works, motion pictures and audiovisual works, musical and dramatic works, sound recordings, architectural works, studies, designs, plans, procedures, systems, and any other material or properties produced under this Agreement shall be the sole and exclusive property of the City. No such materials or properties produced in whole or in part under this Agreement shall be subject to private use, copyright, trademark or patent by the Independent Contractor in the United States or in any other country without the express written consent of the City. City shall have unrestricted authority to publish, disclose, distribute and otherwise use, copyright, trademark or patent in whole or in part, any such works or other materials or properties produced under this Agreement.

END OF AGREEMENT

IN WITNESS WHEREOF, the City and the contractor/vendor have executed this Agreement as of the date first above written.

(Insert Vendor’s Name) (Insert Vendor’s Address) (City), (State) (Zip Code)

Signature Date

Print Name

ACKNOWLEDGMENT

State of Idaho ) : ss.

County of _______ )

On the _____ day of _________________, _____, before me, the undersigned Notary Public, personally appeared _____________________________, known to me to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me that s/he executed the same.

IN WITNESS WHEREOF, I have set my hand and seal the day and year as above written.

Notary Public for Idaho

Residing at _______________________________

Commission Expires: _______________________

(SEAL)

APPROVED AS TO FORM AND CONTENT:

Department Date

Purchasing Agent Date

CONTRACT AMOUNT:

$ Dollar Amount