HomeMy WebLinkAboutProfessional Service Agreement with Gabriel Bishop for Construction of Art Display Cases in Initial Point GalleryPROFESSIONAL SERVICES AGREEMENT for
CONSTRUCTION OF ART DISPLAY CASES FOR INITIAL POINT GALLERY
This PROFESSIONAL SERVICES AGREEMENT for CONSTRUCTION OF ART
DISPLAY CASES FOR INITIAL POINT GALLERY ("Agreement") is made this ~- day of July,
2010 ("Effective Date"), by and between the City of Meridian, a municipal corporation organized
under the laws of the State of Idaho ("City"), and Gabriel Bishop, an individual person whose address
is 2937 E. Falcon Dr., Meridian, Idaho ("Contractor"). (City and Contractor may hereinafter be
collectively referred to as "Parties.")
WHEREAS, the City desires that public art will be a component of Meridian City Hall and to
that end, instituted Initial Point Gallery, an art gallery on the third floor of Meridian City Hall, the
address of which is 33 E. Broadway Ave., Meridian, Idaho ("Initial Point Gallery");
WHEREAS, the City desires that the capacity of Initial Point Gallery be increased to include
displays ofthree-dimensional artwork;
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged and agreed, and in consideration of the mutual promises and covenants
herein contained, the Parties agree as follows:
I. SCOPE OF SERVICES.
Contractor shall design and construct two (2) display cases using cleaz acrylic and wood, one (1)
with the dimensions of Size "B" and one (1) of Size "C" as such sizes aze described and depicted in
Exhibit A ("Deliverables"), and shall deliver such Deliverables to Initial Point Gallery on or before
September 3, 2010.
II. COMPENSATION.
A. Total amount. The total payment to Contractor for the design, fabrication, and installation of
the Deliverables shall be one thousand six hundred dollars ($1,600.00). This amount shall
constitute full compensation for any and all of Contractor's labor, materials, and costs for
completion of services under this Agreement.
B. Method of payment. To request payment for services rendered under this Agreement,
Contractor shall provide City with an invoice, which City shall pay within thirty (30) days of
receipt. City shall not withhold any federal or state income taxes or Social Security tax from
any payment made by City to Contractor under the terms and conditions of this Agreement.
Payment of all taxes and other assessments on such sums shall be the sole responsibility of
Contractor.
C. Payment schedule. Contractor shall be paid per the following schedule:
1. Six hundred dollars ($600.00) shall be paid to Contractor upon Contractor's submission to
City of plans for design and construction of the Deliverables.
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INTTIAL POINT GALLERY DISPLAY CASES
2. Five hundred dollars ($500.00) shall be paid to Contractor upon Contractor's submission to
City proof of purchase of materials required to construct the Deliverables.
3. Five hundred dollars ($500.00) shall be paid to the Contractor upon Contractor's delivery of
the Deliverables to Initial Point Gallery and City's written acceptance of the Deliverables.
III. TIME OF PERFORMANCE.
A. Timeline. In performing, the Parties shall comply with the following timeline:
1. By 5:00 p.m., July 23, 2010: Contractor shall submit to City of plans for design and
construction of the Deliverables. City shall approve or approve such plans within seven (7)
days of receipt thereof.
2. By 5:00 p.m., August 6, 2010: Contractor shall submit to City proof of purchase of
materials required to construct the Deliverables.
3. By 5:00 p.m., September 3, 2010: Contractor shall deliver the finished Deliverables to
Initial Point Gallery.
4. By 5:00 p.m., September 10, 2010: Following Contractor's delivery of the Deliverables to
Initial Point Gallery and City's Inspection thereof as described herein, City shall issue a
written acceptance of the Deliverables as delivered, or a written determination that the
Deliverables are nonconforming. City's failure to issue written acceptance or determination
of nonconformity shall constitute City's presumptive acceptance of the Deliverables as
inspected.
B. Time of the essence. Contractor acknowledges that services provided under this Agreement
shall be performed in a timely manner. The Parties acknowledge and agree that time is strictly
of the essence with respect to this Agreement, 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. Contractor shall provide to City reasonable opportunities to review
the progress of the Deliverables to ensure compliance with the timeline, upon City's request.
C. Determination of nonconformity. If during the course of this Agreement City concludes that
the Deliverables or any portion or component thereof do not conform to the plans as described
and depicted in Exhibit A hereto or as mutually agreed by the Parties in writing, City shall, as
soon as practicable as soon as practicable, provide to Contractor written notice of the specific
non-conformity and request that Contractor address the specified non-conformity. Contractor
shall have fourteen (14) days to address and correct any non-conformity. If, upon City's re-
inspection, City concludes that the Deliverables or the nonconforming portion or component
thereof remain nonconforming, termination procedures may commence.
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INITIAL POINT GALLERY DISPLAY CASES PAGE 2 Of 6
IV. INSTALLATION, MAINTENANCE AND REPAIRS.
A. Installation coordination. In delivering and installing the Deliverables or any portion or
component thereof, Contractor shall coordinate all such activities, and/or the activities of his
subcontractors and employees, with the Initial Point Gallery Curator and City Maintenance
Supervisor.
B. First year following acceptance. Contractor shall be fully responsible for all parts and
workmanship of the Deliverables for a period of one (1) year after City's acceptance of the
Deliverables, and during such year shall replace any defective components and/or rework any
defective craftsmanship in a timely fashion at no cost to City, except that during such year
Contractor shall not be required to replace or repair any damage to the Deliverables caused by
City; by City's agents, employees, visitors, or volunteers; or by an act of God.
V. CREATION, INTEGRITY, AND OWNERSHIP OF DELIVERABLES.
A. Ownership. Upon Contractor's delivery of the Deliverables and City's written acceptance
thereof, Deliverables shall be owned by City, whereupon City shall have the right to remove the
Deliverables from public display, to modify the Deliverables, and to sell the Deliverables or any
component thereof.
B. No copyright. Contractor shall not make any claim to the copyright of design or plans for the
construction of Deliverables.
C. Removal from display. In the event that City determines that the Deliverables or either
component thereof shall be sold, Contractor shall be provided the first right of refusal to
purchase the Deliverables or such component from City. Should Contractor choose to purchase
the Deliverables pursuant to this provision, the price of the Deliverables shall be the fair market
value thereof. This provision shall expire upon the death of Contractor and shall not be
extended to Contractor's estate unless City so elects.
D. Subcontracting or assignment of obligations. Contractor shall not subcontract or assign any
of his obligations under this Agreement that require or that may require his professional
workmanship or expertise. Contractor may subcontract or assign obligations hereunder that do
not require his professional workmanship or expertise, including, but not limited to, such
obligations as transport and installation of the Deliverables. Any subcontractor or assignee
shall be bound by all the terms and conditions of this Agreement.
VI. INDEMNIFICATION, WAIVER, AND INSURANCE.
A. Indemnification. Contractor shall indemnify, save, and hold harmless the City and any and all
of its employees, agents, volunteers, and/or elected officials from any and all losses, claims, and
judgments for damages or injury to persons or property, and from any and all losses and
expenses caused or incurred by Contractor, or by his servants, agents, employees, guests, and/or
business invitees, occurring before City's acceptance of the Deliverables.
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B. Waiver. Contractor waives any and all claims and recourse against City, including the right of
contribution for loss and damage to persons or property arising from, growing out of, or in any
way connected with or incident to Contractor's performance of this Agreement, whether such
loss or damage may be attributable to known or unknown conditions or risks, except for
liability arising out of concurrent or sole negligence of City or its officers, agents or employees.
C. Insurance. City will provide hereunder no insurance or other coverage or benefits to
Contractor or his agents, employees, or subcontractors. Contractor shall obtain all necessary
insurance as may be required in order to protect his insurable interests as may be affected by the
rights and obligations described within this Agreement. This includes, but is not limited to,
general liability, acts and omissions, automobile, shipping, worker's compensation, or property
insurance.
VII. TERMINATION.
A. Termination for cause. If City determines that Contractor has failed to comply with any term
or condition of this Agreement, violated any of the covenants, agreements, and/or stipulations
of this Agreement, falsified any record or document required to be prepared under this
Agreement, engaged in fraud, dishonesty, or any other act of misconduct in the performance of
this Agreement; or if either Party willfully or negligently defaults in, or fails to fulfill, its
material obligations under this Agreement; the other Party shall have the right to terminate the
Agreement by giving written notice to the defaulting party of its intent to terminate, and shall
specify the grounds for termination. The defaulting party shall have thirty (30) days after
receipt of such notice to cure the default. If the default is not cured within such period, this
Agreement shall be terminated upon mailing of written notice of such termination by the
terminating party.
Default by City. In the event of termination for non-performance or default by City, City
shall compensate Contractor for work actually completed by Contractor prior to the date of
written notice of termination and any additional services and materials actually performed
or supplied prior to the date of written notice of termination, less payments of compensation
previously made, not to exceed the total amount of compensation allowed hereunder.
2. Default by Contractor. In the event of termination for non-performance or default by
Contractor, except that caused by the death or incapacity of Contractor, all finished and
unfinished drawings, photographs, plans, timelines, and/or any and all other work products
or materials prepared or purchased under this Agreement shall, at City's option, become
City's property. Notwithstanding this provision, Contractor shall not be relieved of any
liability for damages sustained by City attributable to Contractor's breach of this
Agreement. City may reasonably withhold payments due until such time as the exact
amount of damages due to City from Contractor is determined. Contractor shall not be
relieved of liability to City for damages sustained by City by virtue of any breach or default
of this Agreement by Contractor. This provision shall survive the termination of this
Agreement and shall not relieve Contractor of liability to City for damages.
B. Termination upon death or incapacity of Contractor. This Agreement shall automatically
terminate upon the death or incapacity of Contractor. In the event of termination caused by the
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INITIAL POINT GALLERY DISPLAY CASES PAGE 4 Of f)
death or incapacity of Contractor, all finished and unfinished plans, materials, and/or
components prepared under this Agreement shall, at City's option, become its property.
C. Non-waiver of breach. A waiver of any breach or default of any provision of this Agreement
shall not be construed as a waiver of a breach of the same or any other provision hereof.
VIII. GENERAL PROVISIONS.
A. Relationship of Parties. It is the express intention of Parties that Contractor is an independent
Contractor and not an employee, agent, joint venturer, or partner of City. Nothing in this
Agreement shall be interpreted or construed as creating or establishing the relationship of
employer and employee between Contractor and City or between Contractor and any official,
agent, or employee of City. Both parties acknowledge that Contractor is not an employee of
City. Contractor shall retain the right to perform services for others during the term of this
Agreement.
B. Compliance with law. Throughout the course of this Agreement, Contractor shall comply with
any and all applicable federal, state, and local laws.
C. Non-Discrimination. Throughout the course of this Agreement, Contractor shall not
discriminate against any person as to race, creed, religion, sex, age, national origin, sexual
orientation or any physical, mental, or sensory handicap.
D. Entire Agreement. This Agreement constitutes the entire understanding between the Parties.
This Agreement supersedes any and all statements, promises, or inducements made by either
party, or agents of either party, whether oral or written, whether previous to the execution
hereof or contemporaneous herewith. The terms of this Agreement may not be enlarged,
modified or altered except upon written agreement signed by both parties hereto.
E. Costs and attorneys' fees. If either party brings any action or proceedings to enforce, protect or
establish any right or remedy under the terms and conditions of this Agreement, the prevailing
party shall be entitled to recover reasonable costs and attorneys' fees, as determined by a court
of competent jurisdiction, in addition to any other relief awarded.
F. Agreement governed by Idaho law. The laws of the State of Idaho shall govern the validity,
interpretation, performance and enforcement of this Agreement. Venue shall be in the courts of
Ada County, Idaho.
G. Cumulative Rights and Remedies. All rights and remedies herein enumerated shall be
cumulative and none shall exclude any other right or remedy allowed by law. Likewise, the
exercise of any remedy provided for herein or allowed by law shall not be to the exclusion of
any other remedy.
H. Severability. If any provision of this Agreement is found by a court of competent jurisdiction
to be illegal, invalid, or unenforceable, the remainder of this Agreement shall not be affected.
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INITIAL POINT GALLERY DISPLAY CASES PAGE 5 OP f)
I. Successors and Assigns. All of the terms, provisions, covenants and conditions of this
Agreement shall inure to the benefit of, and shall be binding upon, each party and their
successors, assigns, legal representatives, heirs, executors, and administrators.
J. Notice. Any and all notice required to be provided by either of the Parties hereto, unless
otherwise stated in this Agreement, shall be in writing and shall be deemed communicated upon
mailing by Unified States Mail, addressed as follows:
Contractor:
Gabriel Bishop
2937 E. Falcon Dr.
Meridian, Idaho 83642
(208) 895-9864
gabrieib@musgrovepa. com
C
Emily Kane
City of Meridian
33 E. Broadway Ave.
Meridian, Idaho 83642
(208} 898-5506
ekane@meridiancity.org
Either party may change her/its address for the purpose of this paragraph by giving written
notice of such change in the manner herein provided.
K. City Council approval required. The validity of this Agreement shall be expressly
conditioned upon City Council action approving the Agreement. Execution of this Agreement
by the persons referenced below prior to such ratification or approval shall not be construed as
proof of validity in the absence of Meridian City Council approval.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the ^ day of
July, 2010.
CONTRACTOR:
Gabrie Bishop
CITY OF MERIDIAN:
BY: ~~
Tammy erd, Mayor
Attest: ~'
cee H an, City Clerk
FY10 PROFESSIONAL SERVICES AGREEMENT
INITIAL PO[NT GALLERY DISPLAY CASES
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