HomeMy WebLinkAboutProfessional Service Agreement with J. Amber Conger dba Refinerii Meridian City Hall Public Art Project Addendum BADDENDUM B
to PROFESSIONAL SERVICES AGREEMENT
MERIDIAN CITY HALL PUBLIC ART PROJECT
This ADDENDUM B to the Professional Services Agreement for Meridian City Hall Artwork
is made this ~ day of September, 2009 ("Effective Date"), by and between the City of Meridian, a
municipal corporation organized under the laws of the State of Idaho ("City"), and J. Amber Conger,
on behalf of Refinerii, a Limited Liability Company organized under the laws of the State of Idaho
("Artist").
WHEREAS, on February 3, 2009, City and Artist, on behalf of Refinerii, LLC, entered into an
Agreement For Professional Services/Meridian City Hall Artwork ("February 3, 2009 Agreement") that
included, in Section III.A.S, a requirement that the parties enter into a mutual indemnification
agreement as a condition of the City's Final Acceptance of the artwork designed, created, and installed
by Artist pursuant to the February 3, 2009 Agreement;
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of
which is hereby, and in the February 3, 2009 Agreement, acknowledged and agreed, and in
consideration of the mutual promises and covenants herein contained, the Parties agree as follows:
I. INDEMNIFICATION.
Artist hereby indemnifies and saves and holds harmless City, its employees, elected officials, agents,
guests, and/or business invitees, from any and all liabilities, losses, claims, actions, and/or judgments
for damages, expenses, and/or injury to any person or property caused or incurred by or as the result of
the performance of or failure to perform any work or service under or related to the February 3, 2009
Agreement.
Artist specifically hereby indemnifies and saves and holds harmless City from any and all liabilities, losses,
claims, actions, judgments for damages, expenses, or injury to any person or to property arising as a result
of:
A. Artist's failure, or the failure of any of Artist's agent(s), employee(s), or subcontractor(s), to
exercise reasonable care, skill or diligence in the performance of any work or service under or
related to the February 3, 2009 Agreement;
B. Any breach of any representation, warranty or covenant made by Artist, or by any of Artist's
agent(s), employee(s), or subcontractor(s);
C. Artist's infringement of or upon any intellectual property rights, whether intentional or
unintentional, known or unknown, including any copyright or patent arising out of the
reproduction or use in any manner of any plans, designs, drawings, specifications, information,
material, sketches, notes or documents created by Artist in the performance of any work or
service under the February 3, 2009 Agreement; and/or
D. The malfunction, breakage, or failure of the artwork, or any portion or component thereof,
created and installed under the February 3, 2009 Agreement.
INDEMNITY AGREEMENT
CITY HALL ENTRYWAY & COUNCIL CHAMBERS ART PAGE l Of 2
II. WAIVER.
Artist hereby waives and releases, on behalf of herself, her employees, agents, heirs, executors,
administrators, assigns, and/or personal representatives, any and all claims and/or rights for damages
she and/or Refinerii, LLC now has or may hereafter have against the City of Meridian and/or its
employees, elected officials, agents, guests, and/or business invitees, suffered in connection with or
arising out of the performance of any work or service under or related to the February 3, 2009
Agreement. Except as otherwise expressly delineated in the February 3, 2009 Agreement, Artist
hereby waives any and all right, title, or interest in items created under, assembled pursuant to, and/or
otherwise related to the February 3, 2009 Agreement.
III. FEBRUARY 3.2009 AGREEMENT FULLY IN EFFECT.
The intent and effect of this Addendum is to fulfill Section III.A.S of the February 3, 2009 Agreement.
Except as expressly set forth herein, this Addendum does not otherwise modify or alter any term or
condition of the February 3, 2009 Agreement in any way. The February 3, 2009 Agreement remains in
full effect, and all terms and conditions thereof are incorporated in this Addendum as though fully set
forth herein.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the 2"`~ay of
September, 2009.
ARTIST:
J. Amber Conger, Owner/Mamb ,,Refinerii, LCC
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STATE OF IDAHO )
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County of )
I HEREBY CERTIFY that on this ~~~day of~~,
2009, before the undersigned, a Notary Public in the State of
Idaho, personally appeazed J. Amber Conger, known to me
to be the person who executed the said instrument, and
acknowledged to me that she executed the same.
IN WITNESS WHEREOF, I have hereunto set my hand and
affixed my official seal, the day and year in this certificate
first above written. ~.~
,~1,(~i, ~,,~ ~ ~' k I ~0 1-,
Notary Public Ida-ho
Residing at t~l ~ ,Idaho
My Commission Expires: ? ~~~, --l c~
CITY OF MERIDIAN: ~,~'~TI~}9~'q,,,
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~" ~E ~T~cee lrxian, City Clerk
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INDEMNITY AGREEMENT
CTTY HALL ENTRYWAY & COUNCa, CHAMBERS ART PAGE 2 Of 2