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HomeMy WebLinkAboutSara Hall (BPW approved 1/15/25) City of Jeffersonville Government Contract Coversheet Please note: All information MUST be completely filled out and submitted to Clerk's Office within 48 hrs of execution. Date Submitted to Clerk: 1/21/2025 Department: Public Arts Vendor Name: Sara Hall Sign Date: 1/15/2025 Ending Date: Until terminated by either party with 2 wks notice Amount of Original Contract: $450.00/month Is this an amendment or change order to original contract? Yes or No Amended Contract Amount: Purpose: Public Art Social Media Creatio & Scheduling and Newsletter Support For Clerk's Office to fill out Date uploaded to Gateway: ^ lS )r i CONTRACT AGREEMENT DATE: DEC 29, 2024 8:40:58 PM CLIENT: KATHLEEN WANG NOCO ARTS CENTER IN JEFF Independent Contractor Services Agreement This independent contractor agreement ("Agreement"), effective ("Effective Date") is made between Kathleen Wang, located at 500 Quartermaster Court, Jeffersonville, Indiana 47130 ("Client"), and Sara Hall Virtual, LLC, located at 8613 Garydon Drive, Louisville KY 40291, ("Service Provider"). Client and Service Provider may each be referred to as "Party" or collectively as "Parties." Background A. Client is the Public Art Administrator for Jeffersonville, IN. Client desires to have an independent contractor perform services related to: • Social Media Creation & Scheduling • Newsletter Support: B. Service Provider is an independent contractor that desires to provide the services sought by Client in exchange for compensation. C. Client and Service Provider desire to enter into an agreement establishing an independent contractor relationship in which Service Provider will provide the services sought by Client. Accordingly, the Parties agree as follows: Terms of Service 1. Services 1.1 Service Provider shall perform the services described above as an independent contractor for Client (the "Services"). Service Provider is not an employee of Client. 1.2 Client shall not control the manner or means by which Service Provider performs the Services, including but not limited to the time and place Services are performed. 1.2.1 In addition to the specific services, deliverables, and deadlines identified on policies document, Service Provider shall be generally available to provide Services and be contacted during business hours Monday through Friday 11:00am to 4:00pm EST, not including federal holidays. Any contact after 5pm on weekdays and on weekends will be answered the next business day. to by both parties in advance. Service Provider may invoice Client for any Zoom or Phone calls with Client that exceed 10 minutes. 1.3 Service Provider shall furnish, at Service Provider's own expense, any equipment, software, supplies, or other materials used to perform the Services. The Client may provide Service Providers access to Client's own equipment, software, online accounts, supplies, or other materials at Client's discretion. Service Provider may provide Client with access to the Service Provider's own equipment, software, online accounts, supplies, or other materials at Service Provider's discretion. 1.4 Employees and Contractors: Service Provider may enlist the services of capable employees or contractors to assist in providing services until this agreement ends. Service Provider's employees or contractors, if any, who perform services for the Client under this Agreement shall also be bound by the provisions of this Agreement. 1.5 Sick Leave: If Service Provider has to take time off due to illness, Service Provider will notify Client if she will be out for 3 or more days. She will also notify if it affects any disruption it causes to current projects. 2. Compensation 2.1 Client shall compensate Service Provider for Services as an independent contractor at a flat rate of $450 USD per month. This monthly package includes social media and newsletter support as agreed upon by both Parties. Should additional services or tasks outside the agreed package be required, the Parties will negotiate and agree in writing to the scope of work and any additional compensation. 2.2 The onboarding call is included in allotted monthly hours and is billed in the first invoice. 2.3 Because Service Provider is not an employee of the Client, Client will not provide fringe benefits such as health insurance benefits, paid vacation, or any other employee benefit. 3. Invoicing 3.1 The initial invoice will be sent via email one week prior to January 20th, 2025. Client will be invoiced on the 1st Monday of the month based upon the city claims schedule, unless a different schedule is discussed between the Client and Service Provider. 3.2 Service Provider shall email all monthly invoices to Client at kwang©cityofjeff.net. 3.3 Failure of Service Provider to provide an invoice within the time frames prescribed above is not a material breach of this agreement, and therefore does not alleviate Client of its obligation to pay the invoiced amount. Rather, in the event an invoice is not timely sent, Client may request in writing that the unsent invoice be issued as soon as possible. Client is not obligated to pay for any services not billed within 30 days of such a written request. 4. Payments 4.1 Client's invoices will be paid by the city. While the Client will communicate promptly if any payment delays occur, delays in payment are understood to be outside the Client's control. Service Provider -.�L.+.... L-..d.....- +h-.+ .-.-..........+ tir....li.a..- m..,,,,.-..,, rl,•.. +.. . f+.. .-.a.�..r.,..e- Ui.0 r....-.. ff .-.-....v.r.r.+ ;r .-1.-.I-......-1 4.2 Client may request to increase the scope of work for that month, to be billed at a rate of $60 USD per hour, based on availability of Service Provider. 4.3 Client shall make all payments to Service Provider by Dubsado (PayPal or Stripe) using the following email address: sara©sarahallvirtual.com (mailto:sara©sarahallvirtual.com) (mailto:shenley86©gmail.com) 5. Term 5.1 This Agreement shall commence on "Effective Date" and shall continue until terminated by either Party through written notice. Such notice must be provided at least 2 weeks (10 days) prior to termination. 5.2 Upon termination, and upon written request from Client, Service Provider shall return any physical items received from Client, deliver all electronic files and records to Client, and destroy any record of passwords, logins, or other confidential information provided by Client to Service Provider. Likewise, upon Service Provider's request, Client shall destroy any record of passwords, logins, or other confidential information provided by Service Provider to Client. 5.3 Within 5 days of termination, Service Provider shall invoice for any unbilled services performed up to the termination date ("Final Invoice"). Client shall pay the Final Invoice within 5 days of receipt. Client's obligation to pay for Services performed prior to Termination Date survive the termination of this Agreement. 6. Non-Disclosure and Non-Solicitation 6.1 Service Provider shall not knowingly solicit or attempt to solicit any customers or suppliers of Client other than on behalf of Client itself for at least 2 years following termination of this Agreement. 6.2 Service Provider shall not disclose to any person other than a representative of Client at any time either during the term of this Agreement or following the termination or expiration thereof, any confidential or proprietary information pertaining to Client, including but not limited to customer lists, contacts, financial data, sales data, supply sources, business opportunities for new or developing business, plans and models, or trade secrets. Confidential information does not include information that is generally available to the public other than through a breach of this Agreement or information that was communicated to Service Provider through a third party and with no confidentiality obligations. 6.3 Service Provider may have other clients and employers to whom Service Provider provides the same or similar services. Service Provider shall not disclose or share information or deliverables related to the Services provided to Client with any other clients or employers without the prior authorization of Client. However, Service Provider retains control over, and may use with other clients or employers, any preexisting methods, techniques, knowledge, software, licenses, or other tools used to perform the Services as well as any documents, templates, images, or other deliverables that are not specific to the Client or developed exclusively for the Client. 7. Intellectual Property Rights 7.1 Client grants Service Provider a non-exclusive right to use the Client's intellectual property, including but not limited to trademarks, service marks, trade names, logos, symbols, and brand names, 7.2 Any work product such as documents, templates, images, or other deliverables created by Service Provider for Client as part of performing the Services shall be the exclusive property of the Client. Upon request from Client, Service Provider shall sign any documents necessary to confirm or perfect the Client's rights and ownership to the work product. 8. Written Notice 8.1 Parties shall provide written notices, requests, authorizations, or confirmations, as required by various sections of this agreement, through the following means: 8.1.1 Notice to Service Provider shall be emailed to sara@sarahallvirtual.com. 8.1.2 Notice to Client shall be emailed to kwangftcityofjeff.net. 8.1.3 Notice is deemed to have been given upon the sending of the email. 9.General Legal Provisions 9.1 Either Party may enforce this Agreement in a state court venue within the state of Kentucky. The laws of Kentucky shall govern. 9.2 This Agreement, together with any documents incorporated by reference, constitutes the sole and entire agreement of the Parties, and supersedes all prior and contemporaneous understandings between the Parties with respect to all matters contained herein. 9.3 This Agreement may be amended only by a written document signed either physically or electronically by both Parties. 9.4 If any portion of this Agreement is deemed invalid, illegal, or unenforceable, such invalidity, illegality, or unenforceability shall be severed from, and not affect any other term or provision of, this Agreement. 9.5 This Agreement may be executed in counterparts and by electronic signature, each of which shall be deemed an original and all of which together constitute a single instrument. Client I agree to the terms n. .nditions of th• contract. First Name Last Name Signature Sign here The date will be recorded once the form is submitted. f trst Dltrn Last i!• .. SAC- (4aJI Signature Sign here 4f(1.,(1 The date will be once the form is submitted. • • • • •