HomeMy WebLinkAboutProfessional Service Agreement with J. Amber Conger dba Refinerii for City Hall Art Project & Addendum BPROFESSIONAL SERVICES AGREEMENT
Meridian City Hall Public Art Project Proposal
This PROFESSIONAL SERVICES AGREEME for Meridian City Hall Public Art
Protect Proposal (hereinafter "Agreement's is made this day of September, 2008, by and
between the City of Meridian, a municipal corporation organized under the laws of the State of
Idaho, (hereinafter "City's through the duly delegated Meridian Arts Commission, and J. Amber
Conger {hereinafter "Artist").
WHEREAS, the City desiices that public art will be a component of Meridian City Hall and
to that end, the Meridian Arts Commission issued a Request for Proposals ("RFP'~ seeking artists'
general proposals for public art installations;
WHEREAS, a selection panel comprised of representatives of the Meridian Chamber of
Commerce, the City Parks and Recreation Department, the Meridian Historical Preservation
Commission, the Meridian Arts Commission,. and the community reviewed the responses to the
RFP and selected Artist as one of three finalists to create specific proposals;
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, City and Artist agree as follows:
1. Scope of Services. By the time and manner set forth herein, Artist will create and deliver to
City one public art proposal (hereinafter "proposal', to consist of:
a. One typed narrative on one side of a sheet of 8%:-by-l l-inch paper, suitable for copying,
which narrative shall include:.
(1) A description of the proposed project and Artist's approach to the project;
{2} Projected time line for completion of the proposed project; and
(3) Projected budget for the proposed project, which budget shall not exceed $25,000,
including any and all art project expenses such as artist fees, materials, shipping and
installation costs.
b. A visual representation of the proposed project, such as a drawing, model, or computer
rendering thereof, which representation shall be in a professional format suitable for public
viewing and presentation to the Selection Panel.
2. Payment. City will pay Artist for services rendered pursuant to this Agreement in the total
amount of five hundred dollars ($500.00), which payment shall be made pursuant to the
following method. To receive payment for services rendered, Artist shall complete the W-9
form provided herewith and remit such completed form by 5:00 p.m. on September 18, 2008.
Upon receipt of the complete W-9 form from Artist and ex~ution of this Agr~ment by both
Parties, City will process such request and issue payment via check sent U.S. Mail to Artist
within seven (7) days:.
PROFESSIONAL SERVICES AGREEMENT- MERIDWV CITY HALL PUBLIC ART PROJECT PROPOSAL PAGE 1 OF 4
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3. Delivery. Artist shall deliver the proposal to City at the Mayor's Office, 33 E. Idaho St.,
Meridian, Idaho, by 4:00 p.m. on Friday, October 17, 2008.
4. Loss of or damage to proposal. Artist agrees to bear any risk of loss and/or damage to the
proposal unless and until a member of the Mayor's Office staffpersonatly and physically
accepts custody and control of the proposal. In the event of loss or damage incurred prior to
City's acceptance of the proposal, Artist shall recreate or repair the proposal that was lost and/or
damaged at no expense to the City. In the event of loss or damage incurred following City's
acceptance of the proposal, the City shall provide Artist the opportunity to recreate or repair the
proposal that was lost and/or damaged, for which service the City shall remunerate Artist for the
actual cost of such recreation ar repair, but in no event shalt City pay Artist more than $500.00
for such recreation or repair.
5. Time of the essence. Artist acirnowledges that services provided under this Agreement will 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.
6. Public display and comment. It is the intent of City to publicly display and seek public
comment regarding the proposal. Nothing in this Agreement, or otherwise, shall preclude the
right of City to remove the proposal from public display, whether temporarily or permanently.
7. Relationship of Parties. It is the express intention of Parties that Artist is an independent artist
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 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.
8. Notices. Any and all notices required to be provided by either of the parties hereto, unless
otherwise stated in this Agreement, shall be in writing and be deemed communicated when
mailed by United States Mail addressed as follows:
City ofMeridian
Attn: Meridian Arts Commission
33 E. Idaho Avenue
Meridian, Idaho 83642
7. Amber Conger
P.O. Box 3531
Nampa, Idaho 83653
Either party may change its/her address for the purpose of this paragraph by giving written
notice of such change to the other in the manner herein provided.
9. Indemnification and 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,
PROFESSIONAL SERVICES AGREEMENT-MERIDIAN GTY HALL PUBLIC ART PROJECT PROPOSAL PAGE z OF 4
growing out of, or in any way connected with or incident to Artist's performance of this
Agreement except for liability arising out of concurrent or sole negligence of City or its officers,
agents or employees. Further, Artist will indemnify, hold harmless, and defend City against any
and all claims, demands, damages, costs, expenses ar liability arising out of Artist's
performance of this Agreement except for liability arising out of the concurrent or sole
negligence of City or its officers, agents or employees.
10. Discrimination prohibited. In performing services pursuant to this Agreement, Artist shall not
unlawfiilly discriminate in violation of any federal, state or local law, ntle or regulation against
any person on the basis of race, color, religion, sex, national origin or ancestry, age or disability.
11. Constriction and severability. If any part of this Agreement is held to be invalid or
unenforceable, such holding will not affect the validity or enforceability of any other part of this
Agreement so long as the remainder of the Agreement is reasonably capable of completion.
12. 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.
13. Non-waiver of breach. A waiver of any breach of any of the provisions of this Agreement
shall not be construed as a continuing waiver of other breaches of the wane or other provisions
hereof.
14. Assignment. Artist may not subcontract, assign, transfer, hypothecate or sell its rights,
including the right to compensation, and/or duties arising hereunder without the prior express
written consent of City. Any subcontractor or assignee will be bound by all the terms and
conditions of this Agreement.
15. Heirs and assigns. This Agreement shall be binding upon the parties, their heirs, successors,
assigns, and personal representatives. All references herein to Artist and City shall include their
respective heirs, successors, assigns, and personal representatives.
16. Termination. If City deterniines that Artist has failed to comply with the terms and conditions
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, ar any other act of misconduct in the performance of this
Agreement, City may terminate this Agreement in whole, or in part, at anytime, by giving
notice, in wilting, to Agreement of any or all deficiencies claimed. Artist shall not be relieved
of liability to City for damages sustained by City by virtue of any breach 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.
17. Governing Iaw. This Agreement shall be governed by the laws of the State of Idaho.
18. City Council approval required. The validity of this ,Agreement shall be expressly
conditioned upon City Council action approving the Agreement. Execution of this Agreement
PROFESSIONAL SERVICES AGREEMENT-MERIDIAN CITY HALL PUBLIC ART PROJBCT PROPOSAL PAGE 3 OF 4
4
ADDENDUM 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 I 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, ZOOS 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 ,may of
September, 2009.
ARTIST:
STATE OF IDAHO
^ ~ ss:
County of )
I HEREBY CERTIFY that on this ~ ~ day o,
Amber Conger,
)caner/MembJ~a;,Refinerii, LCC
=. .
~' l t; .
CITY OF MERIDIAN:
~~~~ ~
~`/(Qit.~-tel. ~i0~.
2009, before the undersigned, a Notary Public in the State of
Idaho, personally appeared 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.
Notary Public ~Id'aho
Residing at l~l ~' ,Idaho
My Commission Expires: ~ ~}~, -( c~
~,~'~TD9~'ry,,
y,
~' o r
~y:
8E Jaycee loran, City Clerk
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'~.,~~~ CpV~Y ``~,.
INDEMNITY AGREEMENT
CITY HALL ENTRYWAY & COUNCIL CHAMBERS ART PAGE 2 Of 2