Loading...
HomeMy WebLinkAboutHarms, David-Contractor Agreement-02.12.2007 Waterloo Center for the Arts 1 Standard Agreement for Contractual Services THIS AGREEMENT, dated February 16, 2007, is made by and between the City of Waterloo,hereinafter called the "City," acting by and through the Waterloo Center for the Arts,hereinafter called the "WCA," and Dave Harms, hereinafter called the "Contractor," whose permanent address is 2804 Saratoga Drive, Waterloo, IA 50702, phone#319- 232-7776. WHEREAS funds have been allocated and otherwise made available by the City for exhibition fabrication services and the total fee for contractual services is $7,808.00; and WHEREAS the Contractor was selected by WC.A for execution of work on this project; and WHEREAS the Contractor wishes to execute work in a professional manner for the City; NOW THEREFORE, based upon their mutual promises and consideration, the parties agree as follows: 1. DESCRIPTION OF WORK. The Contractor will fabricate, finish and install exhibition elements as specified in design drawings provided by WCA. These include a small-scale barn structure, a small-scale schoolhouse with bench and table, a boat, playhouse façade, a stage and puppet theatre with stagecraft area and control booth, and wall units for a miniature museum. By signing this document, the Contractor warrants that he has reviewed and accepts these design drawings and understands scope of work for the project(see addendum). 2.LOCATION. The exhibit elements will be installed in the new interactive galleries within the new Youth Pavilion located at the Waterloo Center for the Arts. 3. CHANGES IN DESIGN. The Contractor shall execute work in accordance with an approved design. Recognizing that issues may arise in the process from conceptual design sketches to actual fabrication and some adjustments may be required, the Contractor has the right to make minor changes which are structurally and aesthetically necessary. Any change in scope, design, or material that alters the original and approved concept and design or affects installation, scheduling, site preparation, exhibit connectivity or maintenance shall require the prior review and approval of WCA. Be it noted that work to be completed under this Agreement is planned to coordinate with work to be fabricated by other contractors and any deviation from approved conceptual design plans could have larger potential ramifications in terms of exhibit connectivity. 4.MATERIALS AND INSTALLATION. The Contractor will be responsible for providing all labor and equipment associated with fabrication of the specified exhibit elements. WCA shall providing all construction materials for the project. 5.PRICE AND PAYMENT SCHEDULE. As payment for the services of the Contractor and for the completion of the specified work, WCA will pay the Contractor a total of$7,808.00 which shall constitute full compensation to the Contractor for the fabrication of specified exhibitions and for costs incurred by the Contractor including, but not limited to fees, labor of the Contractor and the Contractor's assistants, studio and operating costs applicable to this project, and travel costs. The money shall be paid as follows: $1,750 Upon completion of 25% of specified work. $1,750 Upon completion of 50% of specified work. $1,750 Upon completion of 75% of specified work. $2,558 Upon full completion, finishing and installation of exhibition elements; and official acceptance of the work by the Agency. • 2 The Contractor shall submit a billing or invoice to WCA when each payment is due. Documentation may be requested in order to substantiate progress. If the WCA disagrees with the Contractor's estimation of the stage of completion of work, WCA must notify the Contractor within fourteen working days of receipt of billing or be foreclosed from raising objection to the Contractor's estimation. The WCA shall have the sole authority to determine when the work has reached a given stage of completion. 6. INSTALLATION AND TIME SCHEDULE. The Contractor shall have fabrication and basic finishing completed on or before May 31, 2007, with subsequent delivery and installation to be coordinated with WCA and other contractors. Final installation is planned for the second week of June 2007, although these dates may be subject to change at the discretion of WCA. 7. INSPECTION AND REVIEW. WCA reserves the right to review work while in the process and, at reasonable times, to require and receive progress reports from the Contractor. 8. INDEPENDENT CONTRACTOR STATUS. A) The Contractor agrees to perform all work under this Agreement as an independent contractor and not as an agent or employee of the City. Any and all employees of the Contractor engaged in the performance of any work or services required by the Contractor under this Agreement shall be considered employees of the Contractor only. The Contractor shall furnish all supervision, labor,equipment, insurance, and other incidentals needed to complete this Agreement. B) Commercial Liability Insurance: The Contractor shall obtain, at his expense, combined single limit coverage of at least$1,000,000 on liability insurance for product liability and public liability coverage. C) Scope of Insurance: The Contractor shall provide an insurance certificate indicating this coverage, countersigned by an insurer licensed to do business in Iowa, covering the period of the work including notice to the WCA if the insurance is cancelled. 9. WARRANTIES. The Contractor warrants that the execution and fabrication will be performed in a professional manner and that the work, as fabricated and installed, will be free of defects in material and workmanship, including any defects or qualities which cause or accelerate deterioration of the works. It is noted that exhibitions are planned to serve children, hence special attention must be paid to make certain that work is durably constructed and carefully finished, avoiding sharp or rough edges. The Artist shall guarantee and maintain the work from faults of material and workmanship for a period of one year after the acceptance date. 10. ASSIGNMENT OF WORK. The services required of the Contractor under this Agreement are personal and shall not be assigned, sublet, or transferred. The provisions of this section of the Agreement shall not prohibit the Contractor from employing or subcontracting qualified personnel who shall work directly under the Contractor's supervision. 11. INDEMNITY AND LIABILITY. The Contractor does release and agree to save and hold harmless the State,the City of Waterloo, the Waterloo Cultural and Arts Commission, and the WCA and their officers, members, agents, and employees from any and all causes of action, suits at law or equity, or demands or claims, or from any liability of any nature arising out of the construction and creation of the work and from any obligations made by the Contractor or the Contractor's agents and/or employees. All risks for damages, theft, vandalism, and Acts of God is the responsibility of the Contractor during any and all operations, including fabrication, storage, transit, and installation by the Contractor. The Contractor may provide a policy of insurance, covering all risks and hazards against any damage to or loss of the work while it is being made, stored, transported, or stored by the Contractor. Once completed work is delivered and installed at WCA, all risks for damages, theft, vandalism, and Acts of God are the responsibility of WCA during any and all operations which take place at the permanent location,except those damages caused by the Contractor or the Contractor's employees or claims which may occur as a result of the Contractor's breach of warranties provided in Section 9, which damage shall be the responsibility of the Contractor. 12. MODIFICATIONS OF THIS AGREEMENT. No alteration, change or modification of the terms of this Agreement shall be valid unless made in writing and signed by all parties hereto. 3 i3.EMPLOYMENT. The Contractor will not engage the services of any person or persons now employed by the City, including any department, commission or WCA thereof, without the written consent of the employer of such person or persons and of the WCA. • 14. NONDISCRIMINATION IN EMPLOYMENT. In connection with the performance of work under this Agreement, the Contractor agrees not to discriminate against any employee or applicant because of age,race, color,national origin, religion, sex, sexual orientation, handicap, physical condition, or developmental disability. This provision shall include, but not be limited to, the following: employment, upgrading, demotion or transfer,recruitment or recruitment advertising, layoff or termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship. The Contractor further agrees to take affirmative action to ensure equal employment opportunities. The Contractor agrees to post in conspicuous places, available for employees and applicants for employment, notices to be provided by the contracting officer setting forth the provisions of the State of Iowa nondiscrimination clause. 15. LEGAL RELATIONS. The Contractor shall at all times comply with and observe all federal and state laws, local laws, ordinances, and regulations which are in effect during the period of this Agreement and which in any manner affect the work or its conduct. The Contractor agrees that any litigation commenced by the Contractor for matters arising out of this Agreement shall be governed by the laws of the State of Iowa, and shall have venue in Black Hawk County, Iowa unless otherwise specifically agreed between the WCA and the Contractor. The Contractor shall indemnify and save harmless the State and all of its officers, agents and employees from all suits, actions or claims of any character brought for or on account of any injuries or damages received by any persons or property resulting from the operations of the Contractor, or of any of its Contractors, in prosecuting work under this Agreement. • 16. CONTINUANCE OF AGREEMENT. Continuance of this Agreement beyond the limits of funds available shall be contingent upon appropriations of the necessary funds, and the termination of this Agreement by lack of appropriations shall be without penalty. IN WITNESS WHEREOF, the parties hereto have executed this Agreement. Dave Harms, Contractor Date (241 Tim Hurley, Mayor Date City of Waterloo • Cammie Scully,Executive Director Date WCA 1 i I