HomeMy WebLinkAboutPOSITIVE COLORS, INC CITY OF JEFFERSONVILLE AND CONTRACTOR AGREEMENT
Agreement between
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and
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This agreement, made this day of 2017 by and between
City)and -zlZe t!! ors .Tnc (Contractor)
Whereas,the City desires to employ the Contractor to render certain Contractor's services for the WATER TANK MURAL:
and Whereas,the Contractor has the expertise and has a thorough knowledge of painting exterior structures and is qualified to
render such services; and Whereas, the Contractor is willing to provide these services upon the terms hereinafter stated; Now,
therefore, in consideration of the promises, the mutual covenants and conditions herein set forth, the parties hereto agree as
follows:
Section 1. Basic Services of the Contractor
1.1 For the purpose of this document,the WATER TANK MURAL "mural"shall consist of the preparation and
appropriate paint priming of the dome and exteriorshell of the water tank as well as the maintenance building.
The scope and services to be provided are more fully described in Scope of Services attached hereto and made a
part hereof(pg.b).
Section 2.Additional Services by Contractor
2.1 Additional work may be required in carrying out the work. Because it is not possible to determine in advance the
need for such services,they are excluded from the basic services described in the above Basic Services section.
Additional services will by undertaken only upon written authorization by the Public Arts Administrator.
Section 3. Services by City
3.1 It is agreed that certain services shall be performed or furnished by the City.These services include:
3.2 Providing coordination assistance when needed and cooperating with the Contractor in completing the work in
a timely and effective manner;
3.3 Designating a representative who shall have authority to transmit instructions, receive information and
enunciate City policies and decisions,the City's representative shall be the Public Arts Administrator;
3.4 Arranging for and holding promptly any required meetings;
3.5 Making available to the Contractor existing available information,which may in anyway be pertinent to the work
herein described;
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3.6 Responding within a reasonable time to the Contractor's requests for written decisions or determinations,
pertaining to the work,so as not to delay the services of the Contractor;
3.7 Giving prompt written notice to the Contractor whenever the City becomes aware of an event,occurrence,
condition and circumstance,which may substantially affect the Contractor's performance of services under this agreement;
Section 4.Time Schedule
4.1 Unless otherwise directed,the Contractor shall commence the performance of basic services upon execution of
this Agreement only after receiving a written "Notice to Proceed"from the City.A schedule is provided(pg.8).
4.2 The Contractor recognizes that the services under this Agreement are to be performed as expeditiously as is
practical. Every reasonable effort will be made to substantially complete the Basic Services based on the schedule included in the
attached Scope of Services(pg.6)
4.3 Performance of any additional services not describe in the attached Scope of Services section will commence
upon separate written authorization by the City and shall be completed in accordance with the schedule set forth in authorization.
Section 5.Amount and Method of Payment
Note:All invoices must prominently show the Project Name:WATER TANK MURAL. Failure to do so may result in delay of the
processing of the Contractor's invoices.
5.1 For the services provided under the attached Scope of Services, payment shall be in accordance with this section
and the Payment Schedule below. Invoices shall be billed"not to exceed' based on the break down of payment listed.
5.2 The Contractor will be paid a total stipend of $40,002.This stipend will be split into three installments based
upon completed milestones.To begin the project,the City agrees to pay the Contractor the first third of the full contract amount,
which is$13,334.00.The second installment payment will be paid once the dome is complete. The final installment will be
made after the successful completion of the tank and maintenance building.
5.3 Expenses related to obtaining physical access to the structures for completion of the project shall be reimbursed
to the Contractor by the City. These expenses may cover rental of such equipment as scaffolding, scissor lifts,spider lifts,ladders,
or other such devices,and the Contractor will be reimbursed for these expenses upon presentation of proof of payment to the
provider of the rental of the equipment,on no more than a monthly basis. The specific equipment,rental cost,and duration of
rental will be approved by the Jeffersonville Public Arts Director in writing prior to rental by the Contractor in order for it to qualify
for reimbursement.
Section 6. Changes
6.1 The City may,at any time, by written order, make changes in the services or work to be performed within the
general scope of the Agreement.
6.2 If such changes cause an increase or decrease in the Contractor cost of or time required for performance of any
services under this Agreement,an equitable adjustment shall be made and this Agreement shall be modified in writing
accordingly.
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Section 7.Disputes
7.1 Except as this Agreement otherwise provides,all claims,counter-claims,disputes,and other matters in question between
the City and the Contractor arising out of or in relation to this Agreement of the breach of it will be decided by mediation if the parties hereto
mutually agree,or in a court of competent jurisdiction within the City of Jeffersonville in which the Public Art Commission is located.
7.2 Should suit be led to enforce orfor the breach of terms of this Agreement,the prevailing party shall be entitled to the
award of reasonable attorney's fees.
Section 8.Suspension of Work
8.1 The City may order the Contractor to suspend,delay,or interrupt all or any part of the Contractor's services for such period
of time as the City may determine.
8.2 If the performance of all or any part of the Contractor Services is,for any reasonable period of time,suspended,delayed,or
interrupted by an act of the City,or by his failure to act within the time specified with in this agreement,an appropriate extension of time
may be made if mutually agreed for any such delay in the performance of this agreement necessarily caused by such unreasonable
suspension,delay,or interruption and the agreement modified in writing accordingly.
Section 9.Termination of Agreement
9.1 The city may terminate upon written notice if the Contractor breaches his obligations under this agreement or for any
other cause. The city shall compensate the Contractor for performance of services through the period of notice.
Section 10.Insurance
10.1 Contractor agrees and shall submit evidence to the City before beginning work on this project that Contractor has
procured and will maintain as a minimum the following insurances:(a)commercial general liability insurance with the limits of not less than
$1,000,000 each occurrence,and combined single limit bodily injury and property damage(Contractor shall name city as additional insured
to his commercial general liability policy).
Section 11.General Provisions
11.1 Contractor agrees that he shall act as an independent contractor,and shall perform the services provided in this
agreement in accordance with the generally accepted standard of care of the Contractor profession.
11.2 In addition to,and not in limitation of the insurance requirements contained in section 10 of this agreement,to the fullest
extent permitted by law,the Contractor hereby agrees to indemnify and hold the Jeffersonville public art commission and the city of
Jeffersonville,harmless from and against any and all losses,damages,settlements,costs,charges,or other expenses or liabilities of every
kind and character arising out of or relating to any and all claims, liens,demands,obligations,actions,proceedings,or causes of action of
every kind and character arising from the negligence of the Contractor,their employees,agents or others for whose acts the Contractor is
responsible under this agreement, provided however,the Contractor's duty to indemnify and hold harmless shall not include any claims of
liability arising from the negligence or willful misconduct of the public art commission of Jeffersonville or the City,its agents,officers or
employees.
11.3 This agreement shall insure and to the benefit of and be binding upon the legal representative and successors of the
parties, respectively.
11.4 Interpretation and enforcement of this agreement shall be in accordance with the laws of the state of Indiana.
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Contractor Name:Positive Colors Inc.
Project Location:Michigan Avenue IAW WaterTank-Jeffersonville Indiana
Project Description:Contractor Services for the WATER TANK MURAL
Section 12.Contractor's Rights and Responsibilities
12.1 Contractor shall clean, prep and paint the water tank and maintenance building in preparation for the artist design
that has been previously submitted and approved(see Exhibit A)on the exterior shell of the Ground Storage Tank as well as the
Aluminum Geodesic Dome Roof and the Maintenance Building on the same grounds.
12.2 The Contractor shall be available to consult with representatives from the City and/or Indiana American Water for
coordination meetings.
12.3 The Contractor shall not assign portions of the work to another party without the written consent of the City.
12.4 The Contractorshall be responsible for providing services described herein including, but not limited to,the quality
and timely completion of the pieces.The Contractor shall not exceed the cost budget allotted for the project.The
Contractor shall,without additional compensation, correct or revise any negligent errors,omissions, or other
deficiencies in his performance.The city shall not pay the Contractor for work incidental to changes required by the
Contractor's negligent errors or omissions.The Contractor shall be responsible for additional costs incurred as a
result of his own negligence errors or omissions.
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Scope of Basic Services to be provided
The services furnished by the Contractor shall be the Contractor's tasks for the Water Tank Mural as described below.The
Contractor will be commissioned by the City of Jeffersonville to complete this project.
Task One:Clean Surfaces&Etch if necessary
The Contractor will clean and etch the dome and shell as well as the maintenance building in accordance to specs provided by
Indiana American Water
Task Two:Spot Treat Rust and Apply Devguard
The Contractor will collaborate with the City and Indiana American Water during an on-site review of the mural project location for
the site-specific work. During the site study and time following the visit,the Contractor will be responsible for obtaining
appropriate measurements-length width and height of the project and its entirety as well as obtaining information about the
proper materials,techniques and paints to be used on the water tank.
Task Three:ApplyAcri-Shield/Final Primer
The Contractor agrees clean, prep and paint the said water tank, rooftop and maintenance building using specific materials
agreed upon by the City of Jeffersonville and Indiana American Water.The Contractor will provide a list of materials and paints
that he plans to use to the City and Indiana American Water prior to beginning the project. Clean,prep and painting of the top of
the tank is to be completed on or before June 23, 2017.Clean,prep and painting of the shell of the tank and maintenance
building is to be completed on or before September 15,2017.
Period of Performance
The period of performance for the Contractor shall commence after written notice to proceed is issued to the Contractor and shall
continue through the completion of the above scope of services. It is the intention of the City of Jeffersonville and the Contractor
to bring the preparation of the project to completion no later than September 15, 2017. See page 8 for specific schedule.
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ndependent Contractor Status
Contractor shall perform all services as an independent contractor and shall not be considered in any respect an employee of the
City.Contractor shall cooperate with the City and other project contractors with regard to painting of the tank and maintenance
building.Contractor shall comply with all applicable laws and regulations regarding the work to be performed under this
Agreement, including those related to worker safety,and Contractor shall comply with all workplace safety rules anytime when
Contractor is onsite.
Warranties
Contractor shall be responsible for the integrity of the materials and fabrication of the mural work for a period of one year from
the completion date of painting the mural on the tank and maintenance structures.Contractor's liability for the breach of this
warranty shall be limited to the cost of repairs of the mural on the tank and/or maintenance building.
Termination, Suspension
A. For Cause: Either party may terminate this Agreement in the event of another party failure to perform its obligations as
described in this agreement,and such failures has not been corrected to the reasonable satisfaction of the other in a timely
manner after notice of breach has been provided to the other party.
B.For reasons beyond control of the Parties: Either party may terminate this agreement without recourse for reasons
beyond such party's reasonable control such as but not limited to acts of nature,war or warlike operations; civil commotions; riot
or governmental control.
C. Notice: Notice of termination pursuant to Subsections A and B shall be given by the party terminating this agreement
to the other not less than(7)days prior to the effective date of termination.
D.Suspension:The City may,without cause, require Contractor in writing to suspend,delay or interrupt their
performance of work under this agreement in part for such a period of time as determined by the City. In the case of suspension,
delay or interruption,an adjustment may be made to the Agreement price due to any actual increases on the Contractor's cost of
performance of the Agreement; provided, however,that no adjustment shall be made to the extent that the performance would
have been suspended,delayed or interrupted by another cause for which Contractor is responsible.
Indemnification
A.The Contractor shall defend,protect,indemnify and hold harmless the City, its officers,agents,employees,and
assigns from and against any and all damages,claims,suits,and/or actions arising from any negligent acts or omissions of the
Contractor during the performance of the Agreement.The City shall,to the extent permitted by law, indemnify and hold harmless
the Contractor against any and all third party claims or liabilities arising in the connection with the artwork,the site or the project,
except claims that may occur as a result or arise in connection with the Contractor's own negligence or failure to comply with the
applicable laws, regulations,ordinances and resolutions.
B. Upon completion of the installation of the artwork,the Contractor does hereby agree to be responsible for a period of
one year from the date of installation for the integrity of all materials and fabrication techniques contained in the artwork.
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WATER TANK MURAL - TIMELINE
SCHEDULE:
This schedule is dependent upon the weather and compromise of work efforts between the Contractor,paint prep contractor,Indiana
American Water and the City of Jeffersonville.In an effort to begin the project,the workload will be broken down into two parts of the tank,
the TOP and the BODY.The TOP represents the entire aluminum geodesic dome roof and the BODY represents the exterior steel shell.
There are also two types of work occurring on the tank: PAINT PREP and ARTWORK. The Contractor shall be responsible for the artwork during
the dates listed below:
June Jul•` Awgust
M T W m F ra r ThU T W Th F $3 1
1 2 3 t 2 3 4 S
2 3 4 5 6 T 9
4 S 6 ? 8 9 10 6 7 8 9 10 11 12
� 10 11 12 13 14 15
11 12 13 14 15 if t7 131 14 15 16 17 18 19
16 17 18 19 20 21 22 20 ?1 22 23 24 25 26
H 19 20 21 22 23 24 23 24 25 26 27 28 29
25 26 27 28 23 SII 30 31 27 n 29 30 31
TOP TOP BODY
PAINT PREP-5"to 23`d ARTWORK- PAINT PREP-21St to 31St
ARTWORK 1"to 14th
DRAIN TANK ON THE 21st through
26"to 30th November 4th
September October November
S V T W Th F Ea G !Iii T W Tis F `,a
V F W Tit ! ua
1 2 1 2 3 4 5 6 7 1 2 3 4
3
8 9 10 11 12 13 14 5 6 7 a 9 10 11
4 5 6 7 8 9
16 ti 12 13 14 15 16 15 14 17 18 19 20 21 12 13 14 15 16 17 16
17 18 19 20 21 22 23 22 23 24 25 26 27 28 19 20 21 22 23 24 25
24 25 26 27 26 29 30 29 30 31 26 27 28 29 30
BODY BODY BODY
PAINT PREP-1St to 15th ARTWORK- 2nd to 31St ARTWORK- 1Stto4"
ARTWORK- 18th to 30th
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Entire Agreement
This agreement shall become effective immediately upon its signing.This agreement constitutes the entire agreement between
the parties and may not be verbally amended.All amendments of modifications to this contract must be in writing and signed by
both parties.
BY:
(Contractor i ture) (Title)
BY:
(City Signature) (Title)
Date: z&'-/
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EXHIBITA - Colored Rendering
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Colored Rendering forthe BODY of the tank
Colored Rendering options for
the TOP of the tank
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