WAYFINDING SIGNING FABRICATION CONTRACT AGREEMENT FOR SERVICES This Agreement for Services ( Agreement ) is entered into this 6 th day of September, 2011, (hereinafter referred to as the effective date of the agreement) by and between Teton County, a duly organized county of the State of Wyoming, located at P.O. Box 1727, Jackson, Wyoming 83001 (hereinafter referred to as County) and Jackson Signs, LLC, P.O. Box 7016, Jackson, Wyoming 83002 (hereinafter referred to as Contractor). Witnesseth WHEREAS, the County desires to obtain wayfinding signage; and WHEREAS, Contractor has substantial skill and experience in providing signage; and WHEREAS, the County desires to hire Contractor and Contractor desires to provide signage. NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree to the terms and conditions set forth herein. Article 1. Statement of Work Contractor shall provide signs to the County as more fully described in Scope of Work detailed on quote #8161 consisting of 3 pages and attached hereto as Exhibit A. County and Contractor agree to all terms outlined in this contract and within the 3 page quote #8161. Article 2. Compensation and Payment The County agrees to pay Contractor, as full compensation for all products provided hereunder, the amount submitted in the quote #8161, and attached hereto as Exhibit A, specifically $23,921.71. Contractor shall present appropriate vouchers to the Clerk of Teton County. Contractor shall not receive compensation in excess of $23,921.71 without the prior written approval of the County. Article 3. Independent Contractor Status It is understood and agreed the Contractor will provide the services under this Agreement on a professional basis and as an independent contractor and that during the performance of the services under this Agreement, Contractor s employees will not 1
be considered employees of the County within the meaning or the applications of any federal, state, or local laws or regulations including, but not limited to, laws or regulations covering unemployment insurance, old age benefits, worker s compensation, industrial accident, labor, or taxes of any kind. Contractor s employees shall not be entitled to benefits that may be afforded from time to time to County employees, including without limitation, vacation, holidays, sick leave, worker s compensation and unemployment insurance. Further, the County shall not be responsible for any such withholding or paying of taxes or social security. Article 4. Trademark and Trade Name This Agreement does not give either Party any ownership rights or interest in the other Party s trade name or trademarks. A. Entire Agreement Article 5. General Provisions This Agreement represents the entire and sole agreement between the Parties with respect to the subject matter hereof and supersedes any and all prior negotiations, understanding, representation, or consulting agreements whether written or oral. This Agreement cannot be modified, changed, or amended, except in writing signed by the Parties. B. Waiver The failure of either Party to require performance by the other of any provision hereof shall in no way affect the right to require performance at any time thereafter, nor shall the waiver of a breach of any provision hereof be taken to be a waiver of any succeeding breach of such provision or as a waiver of the provision itself. All remedies afforded in this Agreement shall be taken and construed as cumulative; that is, in addition to every other remedy available at law or in equity. C. Relationship Nothing herein contained shall be construed to imply a joint venture, partnership, or principal-agent relationship between Contractor and the County; and neither Party shall have the right, power, or authority to obligate or bind the other in any manner whatsoever, except as otherwise agreed in writing. D. Assignment and Delegation Neither Party shall assign or delegate this Agreement or any rights, duties, or obligations hereunder without the express written consent of the other. Subject to the foregoing, this Agreement shall inure to the benefit of and be binding upon the successors, legal representatives, and assignees of the Parties hereto. 2
E. Severability If any provision of this Agreement is declared invalid or unenforceable, such provision shall be deemed modified to the extent necessary and possible to render it valid and enforceable. In any event, the unenforceability or invalidity of any provision shall not affect any other provision of this Agreement, and this Agreement shall continue in force and effect, and be construed and enforced, as if such provision had not been included, or had been modified as provided above, as the case may be. F. Governing Law This Agreement shall be governed by, and construed in accordance with, the laws of the State of Wyoming. G. Paragraph Headings The paragraph headings set forth in this Agreement are for the convenience of the Parties, and in no way define, limit, or describe the scope or intent of the Agreement and are to be given no legal effect. Article 8. Notice For purposes of this agreement, any notice shall be deemed properly sent and received when sent by certified mail with return receipt requested to the parties at the following addresses: Teton County Jackson Signs, LLC P.O. Box 1727 P.O. Box 7016 Jackson, WY 83001 Jackson, WY 83002 Until or unless changed by one party giving written notice of such change of address to the other party. 3
APPROVAL AND EXECUTION IN WITNESS WHEREOF the parties have executed this agreement on this 6 th day of September, 2011. TETON COUNTY, STATE OF WYOMING Benjamin H. Ellis, Chair Teton County Board of Commissioners Attest: Sherry Daigle, Teton County Clerk JACKSON SIGNS, LLC Rick Hollingsworth 4
Exhibit A Jackson Hole Community Pathways (Teton County) Bid Quote # 8161 Scope of work (1) Kiosk sign assembly (2) 6x6 posts, Stainless bolts and nuts, (2) aluminum sign plates 36 x 4 10, (1) applied vinyl graphic 36 x4 10 (5) Trail head signs (5) 4x4 posts. Stainless bolts and nuts, (10) aluminum sign plates 20 x 3 6, (5) applied vinyl graphics 20 x3 6 (1) Intersection and Way finding (Tall) Sign (1) 4x4 post. Stainless bolts and nuts, (6) aluminum sign plates 6 x18, (2) aluminum sign plates 12 x12 (4) applied vinyl 6 x18 and (1) applied vinyl 12 x12 (4) Intersection and Way finding (Short) Sign (4) 8x8 posts, (4) aluminum plates 8 x12, Stainless bolts. (4) applied vinyl 8 x12 (6) Messaging signs (6) 4x4 Stainless bolts and nuts, (24) aluminum sign plates 12 x12 (24) applied vinyl graphics (1) Stewardship Acknowledgement sign (1) 4x4 post, stainless bolts and nuts, (4) aluminum sign plates 12 x12, (4) applied vinyl graphics 12 x12 Quantity Description Price ea Price 1 Kiosk 2,507.59 2,507.50 5 Trail Head 1,094.45 5,472.28 1 Intersection and Way finding tall 999.05 999.05 4 Intersection and Way finding short 432.67 1,730.68 6 Messaging 699.97 4,199.83 1 Stewardship 593.27 593.27 Fasteners 192.10 Shop Drawings 220.00 Total Wedco $15,914.71 Jackson Signs Vinyl production, sign application, coordination and design. $8007.00 Total $23,921.71 5
This offer includes the following Shop drawings (Assembly Drawings, Part detail drawings) Shop Fabrication Powder coat sign posts and aluminum sign plates (color TBD) Fasteners (Stainless tamper resistant) Vinyl signage and application to aluminum blanks A sample of vinyl signage before productions begins. Delivery to a single location (TBD) Offer does not include the following Installation Development of sign graphics unless otherwise provided for Teton County to provide sign graphics to Jackson signs. Terms and conditions This proposal and our quote number shall be part of any future contract or purchase order resulting from this quote. This proposal must be signed and returned to Jackson Signs before work can begin. Upon completion of contract work will be delivered to customer in 4 to 5 weeks. Material deposit must be made prior to Jackson Signs ordering from vendors. Balance of invoice due 30 days from delivery This proposal is subject to acceptance within 15 days from the date tendered and shall be subject to satisfactory arrangement of details and is contingent upon credit approval and other payment arrangements. The Code of the Standard Practice of the American Institute of Steel Construction, Ninth Edition, 1989 is here by made part of this proposal and shall govern in all matters to which it is applicable not otherwise provided herein. Any litigation shall take place within Teton County, Wyoming and shall be construed within the laws of the state of Wyoming and Teton County. No back charges or liquidation damages will be accepted due to weather or any other unforeseen conditions. No back charges will be accepted unless negotiated at the time of occurrence. Teton County will provide graphics to Jackson signs appropriate format for digital reproduction. Additional design work provided by Jackson Signs in excess of 4 hours to be invoiced at $75.00 per hour. We acknowledge receipt of addendum NONE We reserve the right to negotiate the work schedule. 6
Our material is fabricated according to prints and changes received prior to order of materials, Changes requested after that will be subject to price change. Mistakes in prior work of others that causes our material not to fit will be subject to price change. This bid is subject and contingent upon: Our vendors having the capacity and inventory to meet the required delivery date. No price increase from our vendors. For the project Wedco and Jackson Signs will each independently invoice Teton County for products and services provided in accordance with this quote. Note Steel fabrication to be produced by Wedco of Jackson, Wyoming. 7