HomeMy WebLinkAboutAndrei Krautsou (Key Detail) Meridian Mural Design and Installation Master Agreement for Professional Services Item#6.
MASTER AGREEMENT FOR PROFESSIONAL SERVICES:
MURAL DESIGN, INSTALLATION,AND MAINTENANCE
This MASTER AGREEMENT FOR PROFESSIONAL SERVICES: MURAL DESIGN,
INSTALLATION, AND MAINTENANCE ("Agreement") is made this 19th day of January
2021 ("Effective Date"), by and between the City of Meridian, a municipal corporation organized
under the laws of the State of Idaho ("City"), and Andrei Krautsou, also known as Key Detail,
("Artist"), whose address is 400 W 37th Street Apt 9A New York City,NY 10018.
WHEREAS,the City desires to foster a vibrant community; establish a sense of history,
place, and local identity; attract visitors to downtown Meridian; and beautify public spaces by
facilitating the installation of murals on buildings in Meridian, both privately- and publicly-
owned;
WHEREAS,Artist is qualified through experience and demonstrated ability to work with
the City,property owners, and other interested parties to create artwork that addresses the context
of its placement, reflects community values, and meets or exceeds stakeholder expectations;
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. PROCEss. By this Agreement, City and Artist seek to establish the general terms of tasks
undertaken by Artist with regard to consultations, design, installation, maintenance, and repair
of murals, and any and all other tasks related to such activities. The City may invite Artist to
provide such services pursuant to separate project task orders establishing specific terms and
conditions, including compensation amount, scope of work, and timelines.
II. SCOPE OF SERVICES. Upon execution of this Agreement and any associated project task order,
Artist shall comply in all respects and perform and furnish to City, all services and shall meet
all standards enumerated in this Agreement and in the project task order. Artist shall provide
services and work in accordance with generally accepted industry standards and practices for
the profession or professions that are used in performance of this Agreement and/or the project
task order. Services and work provided by Artist shall be performed in a timely manner as
specified in the project task order and agreed upon by the parties.
III.TERM. This Agreement shall become effective on the Effective Date first written above, and
shall be effective through September 30, 2030,unless sooner terminated by the method set
forth herein.
IV.COMPENSATION.
A. Total amount. The total payment to Artist for specific services provided pursuant to this
Agreement shall be separately negotiated and enumerated in the respective project task
order(s). The amount designated in the project task order shall constitute full
compensation for any and all services, travel, transportation, materials, fabrication,
MASTER PROFESSIONAL SERVICES AGREEMENT MURAL DESIGN,INSTALLATION,AND MAINTENANCE I PAGE I of 7 page 146
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shipping, equipment, 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
in the project task order, 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.
V. CREATION,INTEGRITY,AND OWNERSHIP OF ARTWORK.
A. Waiver and relinquishment of rights. Artist expressly waives any and all right, title, or
interest in artwork and other products created pursuant to this Agreement or project task
order. Artist understands that this waiver shall include waivers of the exclusive rights of
reproduction, adaptation, publication, and display. Artist specifically waives the right to
claim any remedy concerning the alteration of any artwork or product created pursuant to
this Agreement or project task order. Artist agrees to relinquish any and all rights, title,
and interest to artwork or products developed in connection with this Agreement or project
task order, and hereby expressly waives any rights Artist has to same, 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. 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. This provision shall survive the termination or expiration of this
Agreement.
B. Photographs of Artwork by Artist. Artist may photographically reproduce the image of
the Artwork and all preliminary studies, sketches, 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, sketches, models and
maquettes shall not be identified as or represented to be the finished Artwork.
C. Photographs of Artwork by City. City may photographically reproduce the image of the
Artwork and all preliminary studies, sketches, 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, sketches,
models and maquettes shall not be identified as or represented to be the finished Artwork.
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D. Ownership. Upon City's final acceptance of artwork or other products created pursuant to
this Agreement, such artwork or products shall be owned by City, and City may maintain,
repair, or fully or partially remove them, at City's sole election and discretion.
E. 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. 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, and hereby does, 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 as a result of this Agreement
or project task order.
B. Waiver. Artist hereby 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 or
project task order, 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
C. Insurance to be obtained by Artist. Upon execution of a project task order, Artist shall
obtain and shall maintain, at Artist's own expense, through completion of the task order,
each and all of the following:
1. 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 Artist's
employees, agents, and/or workers, 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 Idaho law, to cover any and all
persons employed by Artist.
3. Insurance of Artwork. Before commencing fabrication of Artwork and/or
components or materials thereof, Artist shall procure and maintain, at Artist's own
expense, insurance on same in an all-risk form with limits to be established by the
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project task order, 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 a project task order, 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. 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.
VII. TERMINATION.
A. Termination for cause. If City determines that Artist has failed to comply with any term
or condition of this Agreement or project task order, violated any of the covenants,
agreements, and/or stipulations of this Agreement or project task order, falsified any record
or document required to be prepared under this Agreement or project task order, engaged
in fraud, dishonesty, or any other act of misconduct in the performance of this Agreement
or project task order; or if either Party willfully or negligently defaults in, or fails to fulfill,
its material obligations under this Agreement or project task order; 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 and the project task order shall be
terminated upon mailing of written notice of same by the terminating party.
1. Default by City. In the event of termination for non-performance or default by City
after City's issuance of notice to proceed on a project task order, City shall compensate
Artist for work actually completed by Artist 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 Artist. In the event of termination for non-performance or default by Artist
after City's issuance of notice to proceed on a project task order, all finished and
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unfinished drawings, photographs, plans, timelines, and/or any and all other work
products prepared and submitted or prepared for submission under this Agreement or
project task order, and all rights, title, and interest thereto, including those described in
section V.A. of this Agreement, shall, at City's option, become City's property, and the
right to fabricate and/or install the artwork or other products shall pass to City.
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 or project
task order. 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 or project task order by Artist. This provision shall survive the
termination of this Agreement or project task order and shall not relieve Artist of
liability to City for damages.
B. Termination without cause. City may terminate this Agreement or project task order for
any reason, at any time, by providing fourteen (14) days' notice to Artist.
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. Permitting and inspection. In the provision of all services pursuant to this Agreement or
any related project task order, Artist shall obtain any and all necessary permits or approvals
from the various departments of the City of Meridian and other government agencies.
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.
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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. Audits and Inspections: At any time during normal business hours and as often as City
may deem necessary, there shall be made available to City for examination all of Artist's
records with respect to all matters covered by this Agreement. Artist shall permit City to
audit, examine, and copy, and to make audits of all records and data relating to all matters
covered by this Agreement.
F. 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.
G. 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.
H. 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.
I. 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.
J. 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.
K. 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.
L. 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.
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M. 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: City:
Andrei Krautsou AKA: Key Detail City Clerk
Address: 400 W 37th st,Apt 9A City of Meridian
New York,New York 10018 33 E. Broadway Ave.
Meridian ID 83642
Either party may change its address for the purpose of this provision by giving written
notice of such change in the manner herein provided.
N. 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.
O. 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
Effective Date first written above.
ARTIST:
Andrei Krautsou AKA: Key Detail
CITY OF MERIDIAN:
Attest:
Robert E. Simison, Mayor Chris Johnson, City Clerk
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