HomeMy WebLinkAboutPSA with Danielle Foushee for Installation of Main Street ArtPROFESSIONAL SERVICES AGREEMENT FOR FABRICATION AND INSTALLATION
OF MAIN STREET AND FAIRVIEW AVENUE PUBLIC ART PROJECT
This PROFESSIONAL SERVICES AGREEMENT FOR FABRICATION AND
INSTALLATION MAIN STREET AND FAIRVIEW AVENUE PUBLIC ART PROJECT
("Agreement") is made this -�- day of December, 2015 ("Effective Date"), by and between the City of
Meridian, a municipal corporation organized under the laws of the State of Idaho ("City"), and Danielle
Foushee, an individual whose address is 3305 141st Street Southeast, Mill Creek, Washington
("Artist"). (City and Artist may hereinafter be collectively referred to as "Parties.")
WHEREAS, City desires that public art will be a component of the Meridian community and
to that end, the Meridian Arts Commission ("MAC") issued the Call to Artists — Request for Proposals
attached hereto as Exhibit A, and sought artists' proposals for a public art installation at the southeast
corner of Main Street and Fairview Avenue, in Meridian, Idaho;
WHEREAS, a selection panel, comprised of representatives of MAC, the Meridian
Development Corporation, and City staff reviewed the responses to the Call to Artists — Request for
Proposals, and selected Artist's proposal for an art installation entitled "Canopy of Color," as set forth
in Exhibit B hereto ("Artwork"), as one of three finalists;
WHEREAS, following a public comment period, selection panel review and recommendation
to MAC that Artist's proposal be installed, and MAC's recommendation to the Meridian City Council
that Artist's proposal be installed, the Meridian City Council did adopt such recommendation at its
regular meeting on August 25, 2015; and
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.
Artist shall design and fabricate at least three (3) metal and acrylic "trees," as described and
depicted in Exhibit B, and shall install such Artwork at the triangular parcel of land at the
intersection of Main Street and Fairview Avenue in Meridian, Idaho ("Site"). The Parties
acknowledge and agree that the design of Artwork shall include, though shall not be limited to, the
following design elements:
A. The "trunk" of the "trees" comprising Artwork shall by cylindrical in shape.
B. The "leaves" of the "trees" comprising Artwork shall be round.
C. Each "tree" shall feature a different combination of two distinct colors.
Artwork design, fabrication, and installation, and Site restoration (including restoration of
irrigation, landscaping, pathway, and curbing) shall comply in all respects with established
engineering standards, Idaho Standards for Public Works Construction, all established policies and
ordinances of the City of Meridian and the Ada County Highway District, and the direction of the
Meridian Parks & Recreation Department Director or his designee. Artist shall engage an
independent testing agency to test and inspect construction materials and methods of Artwork.
Artist shall also submit a project installation Erosion Sediment Control Plan to City for review.
PROFESSIONAL SERVICES AGREEMENT - MAIN & FAIRVIEw PUBLIC ART PROJECT PAGE 1 Of 25
II. COMPENSATION.
A. Total amount. The total payment to Artist for the design, fabrication, and installation of the
Artwork shall be forty thousand dollars ($40,000.00). This amount shall constitute full
compensation for any and all services, travel, materials, shipping, contingency, commission,
artist fee, and costs of work to be performed or furnished by Artist.
B. Method of payment. Artist shall provide to City one (1) completed W-9 form, and invoices
for services and/or materials provided pursuant to the payment schedule set forth herein, 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 Artist under the terms
and conditions of this Agreement. Payment of all taxes and other assessments on such sums
shall be the sole responsibility of Artist.
C. Payment schedule. Artist shall be paid pursuant to the following benchmarks:
City Approval of Detailed Plan: $10,000.00 shall be paid to Artist within thirty (30) days
of the City Project Manager's approval of Artist's detailed plan for fabrication of the
Artwork and installation of the Artwork at the Site ("Detailed Plan"). The Detailed Plan
shall include:
a. Detailed project timeline;
b. Detailed, to -scale site plan for the installation of the Artwork at Site;
c. Plan for obtaining any and all necessary permits or approvals from the City of Meridian
for the installation of the Artwork, which may include Certificate of Zoning Compliance
from the Community Development Department/Planning Division; permitting and
inspection by the Community Development Department/Building Services Division;
and coordination with the Meridian Parks & Recreation Department regarding
landscaping and utilities;
d. Plan for obtaining any and all necessary permits or approvals by Ada County Highway
District;
e. Construction drawings and structural calculations for the Artwork, reviewed and
stamped by an engineer certified in the state of Idaho;
f. Erosion Sediment Control Plan for Artwork installation;
g. Plan for engaging an independent testing agency to test and inspect construction
materials and methods; and
h. Plan for site restoration following Artwork installation.
2. Fabrication of Artwork: $10,000.00 shall be paid to the Artist within thirty (30) days of
completion of fabrication of the artwork, or all components thereof, as demonstrated to, and
approved in writing by, the City Project Manager.
3. Final Completion: $20,000.00 shall be paid to the Artist within thirty (30) days of Final
Completion, which shall be defined as:
a. Complete installation of the completed Artwork at the Site, as confirmed by the City
Project Manager;
b. Artist's submission to the City Project Manager of a recommended maintenance plan
for the Artwork;
PROFESSIONAL SERVICES AGREEMENT — MAIN & FAIRVIEw PUBLIC ART PROJECT PAGE 2 of 25
c. Execution of a mutually agreed-upon acceptance agreement to include Artist's
indemnification of City and express waiver of Artist's right, title, or interest in the
Artwork, which agreement shall be prepared by the City Attorney's Office;
d. Waivers of lien from any and all sub -contractors and major materials suppliers, as
approved by Meridian City Council;
e. Report from an independent testing agency approving construction materials and
methods; and
f. Final inspection and approval of the installation of Artwork at the Site by the City
Project Manager and by City of Meridian Community Development Services
Department/Building Services Division, which may include, at the discretion of the
Building Official.
III. TIME OF PERFORMANCE.
A. Timeline. In addition to the benchmarks set forth in the timeline prepared by Artist as part of
the Detailed Plan, the Parties shall meet the following deadlines:
By 5:00 p.m., December 11, 2015: Artist shall complete Submission of the Detailed Plan
to the City Project Manager. The City Project Manager shall review, request modifications
as necessary, and approve the Detailed Plan, either as submitted or as modified pursuant to
mutual agreement, within fourteen (14) days of receipt thereof.
2. By 5:00 p.m., April 29, 2016: Artist shall complete Fabrication of the Artwork and obtain
written approval of same by the City Project Manager. The City Project Manager shall
approve, or approve as modified, such fabrication within fourteen (14) days of Artist's
notice of such completion. Prior to issuing approval, the City Project Manager shall
determine, without limitation, that the Artwork as fabricated is in keeping with Artist's
representations as set forth in the proposal set forth in Exhibit B. Non -material design
refinements and/or improvements shall be left to the discretion of the Artist.
3. By 5:00 p.m., July 1, 2016: With prior approval and all necessary permits and/or
permissions, Artist shall be responsible for installing Artwork to a stage at which City can
utilize the Artwork for its intended use ("Substantial Completion"). Artist shall immediately
notify the City Project Manager of any delay that occurs or is anticipated to affect the
installation. Following Substantial Completion, Artist shall schedule a Substantial
Completion inspection by the City of Meridian Project Manager and the City of Meridian
Community and Development Services Department/Building Services Division. Following
the Substantial Completion inspection, the City Project Manager shall prepare and submit to
Artist a comprehensive list of tasks or items to be completed or corrected prior to Final
Completion. Failure to include a task or item on such list shall not alter the Artist's
responsibility to complete the Artwork in accordance with Exhibit B and the Detailed Plan.
4. By 5:00 p.m., July 11, 2016: Artist shall be responsible for Final Completion. The City
Project Manager may extend the date of Final Completion for a reasonable amount of time
only if such delay is due to circumstances and events beyond the control of Artist or
pursuant to a written agreement by the Parties.
PROFESSIONAL SERVICES AGREEMENT — MAIN & FAIRVIEw PUBLIC ART PROJECT PAGE 3 of 25
5. By 11:59 p.m., July 26,2016: Provided that Artist has completed Final Completion, as
provided herein, City shall execute Final Acceptance of the Artwork, which shall be
signified by City's adoption of a resolution indicating that the City accepts the delivery of
the Artwork as designed, fabricated, and installed.
B. Time of the essence. The Parties acknowledge 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.
C. Inspection. The Artist shall provide the City Project Manager and/or City with reasonable
opportunities to review the progress of the Artwork to ensure compliance with the timeline and
the proposal as described and depicted in Exhibit B hereto or as mutually agreed by the Parties
in writing, upon City Project Manager's request. If during such inspection, or in the course of
the approval processes required herein, the City Project Manager or City concludes that the
Artwork or any portion or component thereof do not conform to the timeline or to the proposal
as described and depicted in Exhibit B hereto or as mutually agreed by the Parties in writing,
notice of the specific non -conformity and request for Artist to address the specified non-
conformity shall be given to Artist in writing as soon as practicable. Artist shall have fourteen
(14) days to address and correct any non -conformity. If, upon City Project Manager's re-
inspection, the City Project Manager concludes that the Artwork or the nonconforming portion
or component thereof remain nonconforming, termination procedures may commence. City's
failure to disapprove in writing shall constitute presumptive approval of the Artwork as
inspected.
IV. MAINTENANCE AND REPAIR.
A. Two years following Final Acceptance. Artist shall be fully responsible for all parts and
workmanship of the Artwork for a period of two (2) years after City's Final Acceptance of the
Artwork, and during such time shall replace any defective parts and/or rework any defective
craftsmanship in a timely fashion at no cost to City, except that during such period Artist shall
not be required to replace or repair any damage to the Artwork caused by City's employees or
by an act of God.
B. Determination of need for repair. At all times, including the first two years following Final
Acceptance, City shall make any and all determinations regarding whether the Artwork' parts
and/or craftsmanship require maintenance, restoration, or repair. Artist may be asked to
provide input regarding such matters, but all decisions regarding the need for maintenance,
restoration, or repair shall be made by City.
C. Maintenance, restoration, and repair. City shall provide basic maintenance, restoration, and
repair of the Artwork at City's cost. In the event that the Artwork is damaged or destroyed, in
whole or in part, City may, at its sole election, restore the Artwork, subject to receipt of any
insurance proceeds and availability of sufficient funds.
PROFESSIONAL SERVICES AGREEMENT - MAIN & FAIRVJEw PUBLIC ART PROJECT PAGE 4 Of 25
V. CREATION, INTEGRITY, AND OWNERSHIP OF ARTWORK.
A. Waiver and relinquishment of rights. Between Artist's Final Completion and City's Final
Acceptance, Artist shall expressly waive any and all right, title, or interest in the Artwork.
Artist understands that this waiver shall include waivers of the exclusive rights of reproduction,
adaptation, publication, and display. Artist agrees to relinquish any and all rights, title, and
interest to the Artwork developed in connection with this Agreement, and hereby expressly
waives any rights Artist has to the Artwork, including, but not limited to, the rights afforded
artists under the Copyright Act of 1976 and the Visual Arts Rights Act of 1990, Title 17 U.S.C.
§§ 101 et seq. Artist understands and agrees that the right of attribution and integrity, as
specifically set forth in 17 U.S.C. § 106A, are hereby expressly waived except as otherwise
provided herein. To the extent that the provisions of this Agreement differ with the Copyright
Act of 1976 and Visual Arts Rights Act of 1990, the provisions of this Agreement will govern
and any such differences in the rights and duties created thereunder are expressly waived.
B. Limited edition. The Artwork shall each be a limited edition of one (1). Artist warrants and
represents that the Artwork designed, fabricated, and installed pursuant to this Agreement has
never heretofore been designed, fabricated, installed, created, published, or copied and that
Artist is the sole creator and owner of all rights in the Artwork and the design thereof.
C. Ownership. Upon City's Final Acceptance, the Artwork shall be owned by City. Following
Final Acceptance, City may remove the Artwork from the Site and/or move the Artwork to
another location, at City's sole election and discretion.
D. No copyright. Artist shall not make any claim to the copyright of the Artwork.
E. Photographs of Artwork by City. City may photographically reproduce the image of the
Artwork and all preliminary studies, models and maquettes thereof that have been delivered to
and accepted, as City may desire for educational and public information purposes. Where
practicable and to the extent of City's authority, Artist shall be acknowledged on each such
photographic reproduction to be the creator of the original subject thereof, provided that
photographic reproductions of preliminary studies, models and maquettes shall not be identified
as or represented to be the finished Artwork.
F. Photographs of Artwork by Artist. Artist may photographically reproduce the image of the
Artwork and all preliminary studies, models and maquettes thereof, as Artist may desire for
marketing, educational and public information purposes. Where practicable, Artist shall
acknowledge on each such photographic reproduction the location of such Artwork, provided
that reproductions of preliminary studies, models and maquettes shall not be identified as or
represented to be the finished Artwork.
G. Models of Artwork. City shall at no time create any model, maquette, replica, copy, or any
other three-dimensional reproduction of Artwork or any component thereof for any purpose
without first entering into a mutually agreed-upon written agreement with Artist governing the
creation, use, and/or sale of such model, maquette, replica, copy, or reproduction. Upon Final
Completion, Artist shall not create any new model, maquette, replica, copy, or any other three-
dimensional reproduction of Artwork or any component thereof for any purpose without first
PROFESSIONAL SERVICES AGREEMENT — MAIN & FAIRvIEw PUBLIC ART PROJECT PAGE 5 of 25
entering into a mutually agreed-upon written agreement with City governing the creation, use,
and/or sale of such model, maquette, replica, copy, or reproduction. This provision shall not
prevent Artist's creation of any model or mock-up for purposes of designing and/or engineering
Artwork prior to Final Completion.
H. Alteration of Artwork. If any alteration occurs to the Artwork after installation, whether
intentional or accidental and whether caused by City or others, upon written request of Artist,
such Artwork shall no longer be represented to be the work of Artist, unless otherwise allowed
by Artist in writing. Other than as specified herein, Artist specifically waives the right to claim
any other remedy concerning the alteration of the Artwork as provided for under Idaho or
federal law, whether by statute or otherwise.
I. Use of City name. City hereby conveys to Artist permission to use City's name in all forms
and media and in all manners, including, but not limited to, exhibition, display, advertising,
trade, and editorial uses, without violation of City's rights of privacy or any other rights City
may possess in connection with its commission and purchase of the Artwork.
J. Removal from display. City shall have the right to remove the Artwork from Site and/or from
public display. In the event that City determines that the Artwork or any component thereof
shall be sold, Artist shall be provided the first right of refusal to purchase the Artwork or such
component from City. Should Artist choose to purchase the Artwork pursuant to this provision,
the price of the Artwork shall be the fair market value thereof. This provision shall expire upon
the death of Artist and shall not be extended to Artist's estate unless City so elects.
K. Subcontracting or assignment of obligations. Artist shall not subcontract or assign any of
Artist's obligations under this Agreement that require or that may require Artist's artistic talent
or expertise. Artist may subcontract or assign obligations that do not require Artist's artistic
talent or expertise, including, but not limited to, such obligations as transport and installation of
the Artwork, and other obligations as outlined in Artist's proposal as set forth in Exhibit B.
Any and all subcontractors or assignees shall be bound by all the terms and conditions of this
Agreement.
VI. INDEMNIFICATION, WAIVER, AND INSURANCE.
A. Indemnification. Artist 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 Artist or Artist's servants, agents, employees, guests, and/or
business invitees, occurring before City's Final Acceptance of the Artwork.
B. Waiver. Artist 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 Artist's performance of this Agreement, whether such loss or
damage may be attributable to known or unknown conditions, except for liability arising out of
concurrent or sole negligence of City or its officers, agents or employees.
PROFESSIONAL SERVICES AGREEMENT — MAIN & FAIRviEw PUBLIC ART PROJECT PAGE 6 of 25
C. Insurance to be obtained by Artist. Artist shall obtain and shall maintain, at Artist's own
expense, from the Effective Date of this Agreement through City's Final Acceptance of the
Artwork, each and all of the following:
General liability insurance. General liability insurance with a limit of not less than one
million dollars ($1,000,000.00) per each occurrence, combined single limit bodily injury
and property damage, covering the actions and omissions of Artist and her employees,
agents, and/or workers in fabricating, transporting, and installing the Artwork and/or
components or materials thereof, including coverage for owned, non -owned, and hired
vehicles, as applicable.
2. Workers' compensation insurance. Artist shall obtain and shall maintain, at Artist's own
expense, from the Effective Date of this Agreement through City's Final Acceptance of the
Artwork, and throughout the course of this Agreement, workers' compensation insurance,
in an amount required by Washington or Idaho law, whichever is higher, to cover any and
all persons employed by Artist.
3. Insurance of Artwork. Before commencing fabrication of the Artwork, Artist shall
procure and maintain, at Artist's own expense, from the Effective Date of this Agreement
through City's Final Acceptance of Artwork, insurance on the Artwork in an all-risk form
with limits of not less than forty thousand dollars ($40,000), and any deductible not to
exceed five hundred dollars ($500) each loss, with any loss payable to City. Artist agrees to
bear all risks of loss of and/or damage to the Artwork until City's Final Acceptance of
Artwork.
D. Proof of insurance. Artist shall provide to City, within seven (7) days of the Effective Date of
this Agreement, written proof that Artist has obtained all insurance required hereunder. If any
change is made to any insurance policy or coverage required under and/or obtained pursuant to
this Agreement, Artist or Artist's insurance agent shall notify City immediately.
E. Insurance to be obtained by Artist's subcontractors. Artist shall require any and all
subcontractors employed or utilized in the course and scope of the obligations described in this
Agreement to obtain and maintain general liability insurance and workers' compensation
insurance in the amounts described herein. Artist shall provide to City, within twenty-four (24)
hours of hiring or engaging any subcontractor, written proof that her subcontractors have
obtained all insurance required hereunder.
F. Insurance to be obtained by City. City shall obtain all necessary property and commercial
general liability insurance as may be required in order to protect its insurable interests for its
rights and obligations described within this Agreement. Upon City's Final Acceptance of the
Artwork, City shall obtain property insurance for the Artwork.
G. No cancellation without notice. On all insurance policies required under this agreement, such
policies shall provide that they may not be cancelled or reduced in coverage except upon thirty
(30) days advance written notice to all Parties. Any cancellation of insurance without
appropriate replacement in the amounts and terms set forth herein may constitute grounds for
termination of the contract.
PROFESSIONAL SERVICES AGREEMENT — MAIN & FAIRVIEw PUBLIC ART PROJECT PAGE 7 of 25
VII. TERMINATION.
A. Termination for cause. If City determines that Artist 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 Artist for work actually completed by Artist prior to the date of written
notice of termination and any verified 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 Artist. In the event of termination for non-performance or default by Artist,
except that caused by the death or incapacity of Artist, all finished and unfinished drawings,
photographs, plans, timelines, and/or any and all other work products prepared and
submitted or prepared for submission under this Agreement shall, at City's option, become
City's property. Notwithstanding this provision, Artist shall not be relieved of any liability
for damages sustained by City attributable to Artist's default or breach of this Agreement.
City may reasonably withhold payments due until such time as the exact amount of damages
due to City from Artist is determined. Artist shall not be relieved of liability to City for
damages sustained by City by virtue of any breach or default of this Agreement by Artist.
This provision shall survive the termination of this Agreement and shall not relieve Artist of
liability to City for damages.
B. Termination without cause. City may terminate this Agreement for any reason at any time by
providing fourteen (14) days notice to Artist.
C. Termination upon death or incapacity of Artist. This Agreement shall automatically
terminate upon the death or incapacity of Artist. In the event of termination caused by the death
or incapacity of Artist, all finished and unfinished drawings, photographs, plans, timelines,
and/or any and all other work products prepared and submitted or prepared for submission
under this Agreement shall, at City's option, become its property, and the right to fabricate
and/or complete fabrication of the Artwork shall pass to City. Notwithstanding this provision,
neither Artist nor Artist's estate shall be relieved of any liability for damages sustained by City
attributable to Artist's default. City may reasonably withhold payments due to Artist or to
Artist's estate until such time as the exact amount of damages due to City from Artist or
Artist's estate is determined. Artist shall not be relieved of liability to City for damages
sustained by City by virtue of any breach or default of this Agreement by Artist. This provision
PROFESSIONAL SERVICES AGREEMENT — MAIN & FAIRVIEW PUBLIC ART PROJECT PAGE 8 of 25
shall survive the termination of this Agreement and shall not relieve Artist or Artist's estate of
liability to City for damages.
D. 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. Permitting and inspection. Artist shall obtain any and all necessary permits or approvals from
the City of Meridian for the installation of the Artwork, which may include Certificate of
Zoning Compliance from the Community Development Department/Planning Division;
permitting and inspection by the Community Development Department/Building Services
Division; and coordination with the Meridian Parks & Recreation Department regarding
landscaping and utilities. Artist shall obtain any and all necessary permits or approvals that
may be required by the Ada County Highway District.
B. Relationship of Parties. It is the express intention of Parties that Artist is an independent
contractor and neither Artist nor any officer, employee, subcontractor, assignee, or agent of
Artist shall be deemed an employee, agent, joint venturer, or partner of City in any manner or
for any purpose. Nothing in this Agreement shall be interpreted or construed as creating or
establishing the relationship of employer and employee between Artist and City or between
Artist and any official, agent, or employee of City. Both parties acknowledge that Artist is not
an employee of City. Artist shall retain the right to perform services for others during the term
of this Agreement. Specifically, without limitation, Artist understands, acknowledges, and
agrees:
1. Artist is free from actual and potential control by City in the provision of services under this
Agreement.
2. Artist is engaged in an independently established trade, occupation, profession, or business.
3. Artist has the authority to hire subordinates.
4. Artist owns and/or will provide all major items of equipment necessary to perform services
under this Agreement.
C. Compliance with law. Throughout the course of this Agreement, Artist shall comply with any
and all applicable federal, state, and local laws.
D. Non -Discrimination. Throughout the course of this Agreement, Artist shall not discriminate
against any person as to race, creed, religion, sex, age, national origin, sexual orientation or any
physical, mental, or sensory handicap.
E. 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.
F. 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
PROFESSIONAL SERVICES AGREEMENT — MAIN & FAiRvIEw PUBLIC ART PROJECT PAGE 9 of 25
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.
G. 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.
H. 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.
I. Interpretation. Words of gender used in this Agreement shall be held and construed to include
any other gender, and words in the singular shall be held to include the plural and vice versa
unless the context otherwise requires. The Agreement and the captions of the various sections
of this Agreement are for convenience and ease of reference only, and do not define, limit,
augment or describe the scope, context or intent of this Agreement or any part or parts of this
Agreement.
J. 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.
K. 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.
L. 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 United States Mail, addressed as follows:
Artist:
Danielle Foush6e
3305 141st Street Southeast
Mill Creek, WA 98012
(818) 613-7459
danielle@daniellefoushee.com
City ject Manager:
Max Jensen
Public Works Department
Capital Projects and Facilities Division
33 E. Broadway Ave.
Meridian ID 83642
(208) 489-0344
mjensen@meridiancity.org
Either party may change her/its address for the purpose of this provision by giving written
notice of such change in the manner herein provided.
M. Exhibits. All exhibits to this Agreement are incorporated by reference and made a part of
hereof as if the exhibits were set forth in their entirety herein.
N. 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.
PROFESSIONAL SERVICES AGREEMENT — MAIN & FAIRVIEw PUBLIC ART PROJECT PAGE 10 of 25
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the _r- day of
December, 2015.
AT T
Danielle Foush6e
RYAN M FRAZIER
Notary Public
State of Washington
STATE OF WASHINGTON) L", ......
L , ) ss:
County of -, �- 0 �� —
I certify that I know or have satisfactory evidence that Danielle Foush6e is the person who appeared
before me, and said person acknowledged that she signed this instrument and acknowledged it to be her
free and voluntary act for the uses and purposes mentioned in this instrument.
Dated this -�'/Ldayof 52015.
Signature:
Print name:
Notary public in and for the state of Washington,
residing at LAKj5
My appointment expires: /�- ;;z 0 i ?� -Z
CITY OF MERIDIAN,*, ------
BY:
Tammy de
Vie d, Mayor
Attest: r-�CL� t -A--
Jaycee Wman, City Clerk
PROFESSIONAL SERVICES AGREEMENT - MAIN & FAiRviEw PUBLIC ART PROJECT PAGE 11 of 25
EXHIBIT A
CALL TO ARTISTS - REQUEST FOR PROPOSALS
PROFESSIONAL SERVICES AGREEMENT - MAIN & FAIRVIEW PUBLIC ART PROJECT PAGE 12 Of 25
Meridian t Commission
Call to Artists - Request for Proposals
Main Street Et Fairview Avenue Public Art Project
PROJECT DESCRIPTION:
The Meridian Arts Commission (MAC) invites artists to prepare proposals for the Main Street r±
Fairview Avenue Public Art Project. MAC, with financial support from the Meridian Development
Corporation (MDC), seeks to incorporate a piece of art in the southeast corner of the intersection
of Main and Fairview, in downtown Meridian, Idaho. Over 2,000 vehicles travel through this
intersection during its peak hour, and an estimated 29,000 vehicles travel through it daily. The
artwork must be suitable for installation at the project site in a manner that conforms to all
applicable City and Ada County Highway District ordinances, policies, including those related to
traffic safety. No utilities are available at the project site.
ABOUT MAC:
MAC is a board of volunteers, appointed by the Mayor and City Council of the City of Meridian.
MAC's mission is to develop, advance, and nurture all facets of the arts to enhance the quality of
life for Meridian residents and its visitors.
ELIGIBILITY:
This project is open to applicants regardless of race, gender, sexual orientation, religion,
nationality, or disability. Teams of artists, designers, and/or engineers are welcome to apply.
Treasure Valley artists are encouraged to apply. Incomplete or late submissions will be deemed
ineligible and will not be considered.
BUDGET:
A budgeted amount of $40,000 is available to purchase the selected artwork.
PROCESS:
The evaluation and selection process will generally occur as follows; dates are subject to change as
may be necessary due to scheduling issues or other circumstances. Any information submitted is
subject to release to the public as required by Idaho Public Records Law.
1. Call to Artists (RFP) issued April 13, 2015.
2. Proposals accepted. To be considered for this project, the following materials must be
submitted to MAC, by 5:00 p.m., on Monday, June 8, 2015, by e-mail to Hillary Bodnar,
hbodnar@meridiancity.org:
a. One-page cover letter including current contact information and references;
b. Resume, no more than two pages in length;
c. Up to three (3) digital images (200 dpi; .jpg format) or drawings of the proposed conceptual
designs or existing artwork proposed for installation at the project site;
d. Artwork description including materials to be used, dimensions, title, and dates of originals,
if applicable.
Call for Artists - Main Street £t Fairview Avenue Public Art Project Page 1 of 5
3. Finalists selected. By Thursday, June 11, 2015, a Selection Panel will convene and evaluate all
responses to the RFP. Following evaluation, the Selection Panel may select up to five finalists,
may re -open the RFP, or may reject all proposals. Eligibility and finalist selection criteria will
include:
a. Feasibility of installation at project site;
b. Traffic safety impacts of design (artwork that would pose an unsafe distraction or hazard to
vehicular traffic will be disqualified);
c. Consideration for visibility for motorists and pedestrians;
d. Appropriateness of scale, design, material, durability, and maintenance for project site;
e. Artistic quality of proposal;
f. Consistency with Meridian's character and values; and
g. Contribution to aesthetic and cultural vitality and sense of place.
4. Public input collected. The finalists' proposals will be put on public view and input will be
collected in the lobby of City Hall from Monday, June 15, 2015 to Friday, July 31, 2015. The
finalists' proposals will be displayed as originally submitted, printed in color on 8.5" x 11"
paper for public view. No modification of the proposals will be permitted prior to or during the
public input period.
5. Final evaluation of proposals; artist selected. On Thursday, August 13, 2015, MAC will
evaluate the finalists' proposals. MAC may recommend selection of one proposed design,
recommend that the RFP be reopened, or reject all proposals. Evaluation criteria will include
the criteria set forth above, as well as public input submitted regarding the proposals. MAC will
forward its recommendation to Meridian City Council for consideration and City Council will
consider such recommendation in making the final decision on Tuesday, August 24, 2015. The
selected proposer and finalists not selected will be notified of the decision via e-mail by Friday,
August 28, 2015.
6. Agreement; award. Following selection, submission of W-9 form, and negotiation and
execution of a written agreement with the City, the selected proposer will be awarded the
project.
7. Selected proposal installed. Following selection, the selected Artist will fabricate and install
the artwork, in accordance with a written agreement with the City, and with the project's final
budget and timeline. A budgeted amount of $40,000 is available for the selected artist's
commission, which amount includes all costs including engineering, materials, fabrication,
permitting, and installation of the artwork.
Projected Timeline:
April 13, 2015
June 8, 2015, 5:00 p.m.
By June 11, 2015
June 12, 2015
June 15—July 31, 2015
By August 13, 2015
August 13, 2015
August 24, 2015
By August 28, 2015
September 9, 2015, 5:00 p.m.
Call to Artists (RFP) issued
Deadline for submission of responses to RFP
Selection Panel evaluates responses, selects finalists
Finalists notified
Public input regarding finalists' proposals
Selection Panel final evaluation, recommendation on proposals
Selection Panel report to MAC; MAC decision/ recommendation
MAC recommendation to City Council; City Council final decision
Selected artist and not -selected finalists notified of decision
Deadline for selected artist's signed agreement with City
Call for Artists - Main Street & Fairview Avenue Public Art Project Page 2 of 5
September 2015—October 2015 (approx.) Fabrication
November 2015 (approx.) Installation
Please contact Hillary Bodnar via e-mail (hbodnar@meridiancity.org) or phone (208-489-0422) with
any questions. Thank you for your interest!
Call for Artists - Main Street Ft Fairview Avenue Public Art Project Page 3 of 5
Call for Artists – Main Street & Fairview Avenue Public Art Project Page 4 of 5
Call for Artists – Main Street & Fairview Avenue Public Art Project Page 5 of 5
PROFESSIONAL SERVICES AGREEMENT – MAIN & FAIRVIEW PUBLIC ART PROJECT P AGE 18 of 25
EXHIBIT B
ARTIST ’S PROPOSAL
DANIELLE FOUSHEE
3305 14151 Street Southeast, Mill Creek, WA 98012
818-613-7459 mobile I dfoushee@gmail.com
LETTER OF INTEREST
As an artist and public art lover, I have a unique passion for bringing joy to the lives of citizens as they move
through their daily lives. This is a passion backed up by my research: people are happier and healthier in
considered environments. Architecture professor Roger Ulrich has shown that people enjoy a better quality of
life when art is present in their lives. His work proves that in hospitals, patients heal faster and workers are less
stressed when their spaces are well designed.
Public art projects are realized, not through the vision of one individual artist, but with the inspiration and
dedication of diverse collaborators with a shared vision. It reflects a sense of community engagement,
invigorates economic development, improves quality of life, and brings imagination to the lives of citizens.
When I was a cancer patient fewyears ago, I became even more intimately aware of the positive power that
art in public places has on a community and the quality of life of its members. Ever since then, I've been studying
public art, and working within my own art practice to build towards a career in public art. With a commission
from the City of Meridian, I will be able to continue building upon my goal of using my creative skills to bring
beauty and inspiration to citizens everywhere.
REFERENCES
Avantika Bawa
Assistant Professor of Art
Washington State University, Vancouver
avantikabawa@gmail com
John Grade
Artist, Seattle, WA
Johngrade@p-mail.com
Meredith James
Assistant Professor, Design/Theory
Portland State University
themeredithiames@gmall.com
DANIELLE FOUSHEE
3305 141St Street Southeast, Mill Creek, WA 98012
818-613-7459 mobile I dfoushee@gmail,com
EDUCATION
2016 MFA [pending], Visual Studies [low residency], Pacific Northwest College of Art, Portland, OR
1998 MFA merit scholar, Design, Cranbrook Academy of Art, Bloomfield Hills, MI
1996 Bachelor of Environmental Design, magna cum laude, North Carolina State University, Raleigh, NC
PUBLIC ART PROJECTS
2015 Heaven & Earth VII, Center for Environmental Art, Carkeek Park, Seattle, WA
Seattle Storefronts, Amazon Complex, South Lake Union, Seattle, WA
Uptown Tree Project [finalist, pending], Greeley, CO
2014 Hundred Revolutions of a Tree, Downtown Arts District, Vancouver, WA
EXHIBITIONS
2015 Destabilizing Dystopia, dc3 Art Projects, University of Alberta, Edmonton, AB, Canada
Tributaries, Verum Ultimum, Portland, OR
2014 Solo Exhibition, Lightness is Non -aggression, Manuel lbizqua Gallery, PNCA, Portland, OR
Is and Is Not, Future Forward Gallery, PNCA, Portland, OR
Quantum Shirley, Feldman Gallery, PNCA, Portland, OR
Yes, North Bank Artist's Gallery, Vancouver, WA
2013 Tool at Hand, Museum of Contemporary Craft, Portland OR
Tree Skirt, Friendship Garden, Mill Creek, WA
Unknown Variables, MFA Central Gallery, PNCA, Portland, OR
Handle with Care, Corridor Gallery, Seattle, WA
Curtains & Knots, Anchor Art Space, Anacortes, WA
2012 Solo Exhibition, Improvise, McKinnley West Gallery, Reno, NV
Design Presence, Gallery [context], Seattle Design Center, Seattle, WA
Autocomplete, Visionaries + Voices Gallery, Cincinnati, OH
Solo Exhibition, Spontaneous, City Hall, Grand Junction, CO
2011 Art Center Permanent Collection of Mesa State College + Eleven,
Western Colorado Center for the Arts, Grand Junction, CO
Artist Project NY, Pier 92, New York, NY
2009 The Process of Peace, Towson Arts Collective, Towson, MD
Sun Worshippers & Junk Yard Dogs, Western Colorado Center for the Arts, Grand Junction, CO
Colorado Mountain Mnefest, Blue Pig Gallery, Palisade, CO
image & Word, The Art Center, Highland Park, IL
Alphabet, Post Typography, traveled nationally 2005-2009
2006 For the Love of Letters, Massachusetts College of Art, Boston, MA
2004 I Profess, (Scene)Metrospace, East Lansing, MI
Fresh, Utah State University, Logan, UT
2003 Art/Design/LA, Best of Show, American Institute of Graphic Artists, Harold's Gallery, Los Angeles, CA
1998 Graduate Degree Show, Cranbrook Academy of Art, Bloomfield Hills, Mi
Summer Exhibition, Cranbrook Art Museum, Bloomfield Hills, MI
1997 Immedia Hybrid Digital Media, University of Michigan, Ann Arbor, MI
Practical & Theoretical in New Media Design, Eastern Michigan University, East Lansing, MI
How We Learn What We Learn, School of Visual Arts, New York, NY
ARTIST RESIDENCIES
2015 Art + Bio Collective, Desert Life, Chihuahuan Desert, West TX [June]
Centrum Foundation, Fort Worden State Park, Port Townsend, WA [December]
2014 Signal Fire, Wide Open Studios, Tonto National Forest, AZ
2013 Anchor Art Space, Anacortes, WA
COLLECTIONS
2010 Mesa County Public Libraries, Mesa County, CO
SELECTED AWARDS
American Advertising & Design, multiple awards
How magazine InHOWse Awards & International Design Award
Graphic Design USA, multiple awards
University & College Designers' Association, multiple awards
American Institute of Graphic Artists, Best of Show award
American Center for Design 100 Show Award
SELECTED PUBLICATIONS
The Complete Color Harmony Workbook
Graphis Design Annual
Color Management: Guide for Graphic Designers
Communication Arts magazine
Big Ideas, Big Type
TEACHING EXPERIENCE
Design for Special Events
The Big Book of Graphic Design
1000 Type Treatments
Graphic Fusion
Page Layout
2014 -Present
Associate Faculty, Seattle Central College Creative Academy, Seattle, WA
2012 -Present
Associate Faculty, Everett Community College, Everett, WA
2008-2011
Adjunct Faculty, Colorado Mesa University, Grand Junction, CO
2005-2007
Adjunct Faculty, University of Southern California, Los Angeles, CA
1999-2005
Faculty, Art Center College of Design, Pasadena, CA
2003-2004
Assistant Professor, Utah State University, Logan, UT
2002-2003
Adjunct Faculty, University of California Los Angeles, Los Angeles, CA
2000-2002
Senior Lecturer, Otis College of Art & Design, Los Angeles, CA
PROFESSIONAL EXPERIENCE
1996 -Current Owner, Creative Director, Good Nature Creative
1999-2015 Art Director + Brand Manager, Fashion Institute of Design & Merchandising
2007-2010 Communications & Development Director, Colorado Canyons Association (CCA)
PROFESSIONAL SERVICE
Now Snohomish County Arts Commission, Member, Snohomish County, WA
Art & Beautification Board, Member & Subcommittee Chair for Public Art, City of Mill Creek, WA
2012 Art Donation (invited), The Watering Can Project, Arapahoe/Douglas Mental Health Network, Denver, CO
2011 Art Donation (juried), Art of the Auction, North Carolina Museum of Art Foundation, Raleigh, NC
2010 Committee Member, Art on the Corner (rotating public art programming), City of Grand junction, CO