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Professional Services Agreement with Amber Conger for Split Corridor Art ProjectPROFESSIONAL SERVICES AGREEMENT Meridian Split Corridor Phase 2 Public Art Project Proposal This PROFESSIONAL SERVICES AGREEMENT for Meridian Split Corridor Phase 2 Public Art Project Proposal (hereinafter "Agreement") is made this 2nd day of October, 2012, by and between the City of Meridian, a municipal corporation organized under the laws of the State of Idaho, ("City") tluough the duly delegated Meridian Arts Conunission, and 7. Amber Conger, on behalf of Refinerii ("Artist"). WhIEREAS, thtough the Meridian Split Corridor Phase 2 Public Art Project, the Meridian Arts Commission seeks to foster vitality and create a sense of place in the Meridian downtown core, and tG that end, the Meridian Arls Commission issued a Call for Artists, attached hereto as Exhibit ~ {"Call for Artists"), which included a Request for Qualifications ("RFQ") seeking artists' qualifications for public art installations; and WHEREAS, at September 19, 2012, a selection panel including representatives of the Meridian Arts Commission, Meridian Solid Waste Advisory Commission, Meridian Chamber of Cotmnerce, Meridian Development Corporation, Meridian Parks and Recreation Department, Meridian Coinmunity Development Department, and the arts and business community, reviewed the responses to the RFQ and selected Artist as one of three finalists to create proposals in response to the Request for Proposals ("RFP") component of the Call for Aztists; 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 nazrative shall include: (1) A description of the proposed public art installation(s) and Artist's approach to the project; and (2) Projected timeline for completion of the proposed project. b. Projected budget for the proposed project, which budget shall not exceed nicety-five thousand dollars ($95,000), which total shall include any and all project expenses such as artist fees, materials, shipping, and installation costs. c. A drawing, computer rendering, or model(s) of the proposed project, which representation shall be rendered in a format suitable for viewing by the public and the selection panel. d. Samples of all materials proposed for use in the proposed project. 2. Payment. City will pay Artist for services rendered under this Agreement in the total amount of one thousand five hundred dollars ($1,500.00), 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 fotzn by 5:00 p.m. on September 25, 2012, PROFESSIONAL SERVICES AGRGEtdENT-MSC2 PUBLiC ART PROJECT PROPOSAL PAGE 1 OF 5 Following receipt of the complete W-9 form from Artist and execution of this Agreement by both Parties, City will process such request and issue payment via check sent U.S. Mail to Artist within seven (7) days. City shall not witlilrold any federal or state income taxes or Social Security tax fl•om any payment made by City to Azist 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. 3. Delivery. Artist shall deliver the Proposal to City at the City Attorney's Office, 33 E. Broadway Avenue, Suite 308, Meridian, Idaho, by 5:00 p.m. on Friday, October 19, 2012. 4. Loss of or damage to Proposal. Artist agrees to bear any risk of loss arrd/or damage to the Proposal unless and until a member of City staff personally and physically accepts custody and control thereof. 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 City. In the event of loss or damage incurred following City's acceptance of the Proposal, City shall provide Artist the opportunity to recreate or repair the Proposal, for which service the City shall remunerate Artist for the actual cost of such recreation or repair, but in no event shall City pay Artist more than five hundred dollars ($500.00) for such recreation or repair, 5. Insurance Artist's responsibility. City shall not provide insmrance to cover loss, theft, or damage to the Proposal, or to cover any activity undertaken by Artist in the furtherance of Artist's respective rights or obligations described herein. Any insurance of the Proposal; of the Artist's persons, property, or interests; and/or of the Artist's employees or agents shall be the sole responsibility of Artist. 6. Ownership. Upon City staff's personal and physical acceptance of the Proposal, the Proposal shall be owned by City for alt intents and purposes as set forth hereunder and in the Call for Artists. If Artist's Proposal is ultimately selected for installation, the Proposal shall become the property of City and Artist shall have no further claim thereto. If Artist's Proposal is not selected for installation, following the conclusion of the selection process, Artist may retrieve the Proposal at Meridian City Hall at a time mutually agreed upon by the parties. Any Proposal or portion thereof not retrieved by 5:00 p.m, on December 28, 2012 shall become the property of City, and Artist shall have no further claim thereto, 7. Time of the essence. Artist acknowledges drat services provided under this Agreement will be perfozmed in a 4imely manner. The Pazties aclmowledge 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 Agz•eentent by the par•[y so failing to perform. 8. Public display and comment. Il is the intent of City to publicly display and seekpublic comment regarding the Proposal. Notl»ng iu this Agreement, or otherwise, shall prechrde the right of City to remove the Proposal from public display, whether temporaz•ily or permanently. 9. Relationship of Parties. It is the express intention of Parties that Artist is an independent aztist 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 PROFESSIONAL SERVICES AGREEMENT-MSC2 PUBLiC ART PROJECT PROPOSAL PAGE 2 OP 5 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. 10. Notices. Any and all notices required to be provided by either of the parties hereto, unless otherwise stated in Aris Agreement, shall be in writing and be deemed communicated when mailed by United States Mail addressed as follows: City: Meridian Arts Commission Artist: J. Amber Conger Attn: Emily Kanc Ref nerii 33 E. Broadway Avenue P.O. Box 15511 Meridian, Idaho 83642 Boise, Idaho 83715 Either party may change its/her address for the propose of this paragraph by giving written notice of such change to the other in the manner herein provided. 11. Ltdemtufiealion 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, 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 sale 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 or liability arising out of Artist's performance of this Agreement except for liability arising out of the eoncutTeut or sole negligence of City or its officers, agents or employees. 12. Discrimination prohibited. In performing services ptnsuant to this Agreement, Artist shall not unlawfully discriminate in violation of any federal, state or local law, rule or regulation against any person on the basis of race, color, religion, sex, national origin or ancestry, age or disability. 13. Construction and severability. If any pact of this Agreement is held to be invalid or tmenforceable, 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. 14. i;ntire agreement. This Agreetent constitutes the entire tmderstanding between the Parties. This Agreement supersedes any and all statements, promises, or inducements made by either pasty, 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 m• altered except upon written agreement signed by both parties hereto. ] ,S. F,xhibit. The exhibit to this Agreement is incorporated by reference and made a part of this Agreement as if the exhibit were set forth in its entirety in this Agreement. To the extent that the provisions of the exhibit may conflict with those in this Agreement, the provisions in this Agreement shall control. 16.1Von-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 same or other provisions hereof. 17. 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 PROFESSIONAL SERVICES AGREEMENT-MSC2 PUBLIC ART PROTECT PROPOSAL PAGE 3 OF $ ' f Cit . An subcontractor or assignee will be bound by all the terms and written consent o y y conditions of this Agreement. Heirs and assi ns. This A reement shall be binding upon the parties, their heirs, successors, 18. g g ~ heir ' nd ersonal re resentatives. All references herein to Artist and City shall include t assigns, a p p respective heirs, successors, assigns, and personal representatives. 'nation. If Cit determines that Artist has failed to comply with the terms and conditions 19. Termi y . of this A reement violated an of the covenants, agreements, and/or stipulations of this g ~ Y A reement falsified an record or document required to be prepared under this Agreement, g ~ Y • en a ed in fraud dishonest , or any other act of misconduct in the performance of this gg ~ Y A reement Cit ma terminate this Agreement in whole, or in part, at any time, by giving g ~ Y Y . tice in writin to A reement of an or all deficiencies claimed. Artist shall not be relieved no g, g Y . of liabilit to Cit for lama es sustained by City by virtue of any breach of this Agreement by Y Y g Artist. This rovision shall survive the termination of this Agreement and shall not relieve p Artist of liability to City for damages. 20. Governin law. This Agreement shall be governed by the laws of the State of Idaho. g 21. Ci Council a royal required. The validity of this Agreement shall be expressly t3' Pp . conditioned u on City Council action approving the Agreement. Execution of this Agreement p b the ersons referenced below prior to such ratification or approval shall not be construed as Y p .. .. . roof of validity in the absence of Meridian City Council approval. p IN WITNESS WHEREUF, the parties hereto have executed this Agreement on the 2nd day of October, 2012. ARTIST: J Amb r Conger Refinerii CITY OF MERIDIAN: Tammy de erd, Mayor Attest: ~ ~f`~-~- Jaycee H an City Clerk ,~~,~~~ Av~~sr o l 0~~ 1 ~o ~~ City of E IDIAN~ IDAHO .H a' SEAL ~ ~ ti~ .1r ,fie ~~j}keTR'E~S~~ PROFESSIONAL SERVICES AGREEMENT - MSC2 PUBLIC ART PROJECT PROPOSAL PAGE 4 OF 5 EXHIBIT A CALL FOR ARTISTS PROFESSIONAL SERVICES AGREEMENT- MSC2 PUBLIC ART PROJECT PROPOSAL PAGE 5 OP 5 Meridian Commission Call for Artists - RFQ +RFP Meridian Split Corridor Phase 2 Public Art Project ovERVIEw: The Meridian Split Corridor Phase 2 Public Art Project intends to create vitality and a sense of place by placing engaging works of art on two parcels bookending the City of Meridian downtown core, in conjunction with the Ada County Highway District (ACHQj'S Meridian Split Corridor Phase 2 (M5C2) roadway project. This Call for Arkisks is a two stage process. The first stage is a request for qualifications (RFQ), in which the Meridian Arts Commission (MAC} invites artists to submit general qualifications for the design, fabrication, and installation of public art. The second stage is a request for proposals (RFP), in which up to three (3) qualified finalists will be invited to submit proposals for the MSC2 Public Art Project. LOCATIONS: There are two locations designated for public art -the first on'the southwest corner of Ada and Main Streets, and the second on the southeast corner of Main Street and Fairview Avenue. The attached schematics illustrate parcel locations and dimensions. PROJECT DESCRIPTION: The artwork must promote environmental responsibility and sustainability, particularly as to recycling efforts and wise use of energy and other resources, and should incorporate recycled, reused or repurposed materials. The artwork should also take into account Meridian's history, character, and values. The artwork must be appropriate for the project site, and its design, regardless of material or medium, may not create an unsafe distraction to vehicular traffic. The artwork must be located a safe distance from curbs and roadways and must conform to alt applicable City and ACHD ordinances and policies, including building and sign codes. Please note that while the north site may be accessed by pedestrians, the south site has no sidewalks, and is nok intended to be accessed by pedestrians. Minimal landscaping and limited water and electrical utilities are planned for both sites. ELIGIBILMTY: Artists who are eighteen (1S) years or older and living full time in Idaho are eligible to respond. This project is open to applicants regardless of race, gender, sexual orientation, religion, nationality, or disability. Teams of artists and/or engineers are welcome to apply. Incomplete, ineligible, or late submissions will be deemed ineligible and will not be considered. BUDGET: A budgeted amount of $75,000 is currently available for the selected artist's commission, including materials, fabrication, and installation. The final budget may be higher. ARTIST WORKSHOP: An artist workshop will be conducted on Wednesday, August 8, 2012, from 5:00 to 6:00 p.m., in Conference Room A, on the first floor of Meridian City Halt, 33 E. Broadway Avenue, Meridian, Idaho. Attendance is optional but all artists or teams interested in applying for this projece are welcome. Public Art Consultant Mark Johnstone will talk about and answer questions regarding the Cal( for Artists -Meridian Spfit Corridor Phase 2 Aublic Art Project Aage 9 of 6 process for responding to this Call far Artists/RFQ+ RFP. Please submit questions at any time via e-mail to Emily Kane, ekaneC~meridiancity.org. PROCESS: 1. RFQ open. Ta be considered for this project, eligible artists must submifi the following materials to MAC by 5:00 p.m. on Monday, September 10, 2012: a. One-page cover letter including current contact information and references; b. Resume, no more than two pages in length; c. Ten (10) digital images (200 dpi; .jpg format) representative of artist's work on CD, DVD, or thumb drive; and d, image list, including titles, dimensions, media, and dates of originals. Materials submitted wilt not be returned; do NOT submit original artwork. The City of Meridian is a public agency: any information submitted is subject to release to the public as required by Idaho Public Records Law. 2. Finalists selected. By Friday, September 14, 2012, the Selection Panel wilt convene and evaluate all responses to the RFQ. Following evaluation, the Selection Panel may select up to three finalists, or may reopen the RFQ. Selection criteria wilt include: a. Artistic quality of work represented in images; b. Appropriateness of experience/expertise for proposed project sites; and c. Professionalism and artistic experience represented in resume. The Selection Panel will include representatives from MAC, ACHD, City elected officials and staff, Meridian Development Corporation, and business and residential communities, as well as arts professionals. RFP open to finalists. The selected finalists will be invited to prepare proposals in response to this RFP. A stipend of $1,500 for preparation of the proposa[ will be available to each finalist upon execution of a written agreement with the City and submission of a completed W-9 form. To respond to the RFP, finalists must submit all of the following materials to MAC by 5:00 on Monday, Octab~r 12, 2012; a. Narrative; b. Budget; c. Drawing, computer rendering, or model; and d. Material samples. 4. Public input collected. Finalists' proposals will be put on public view and comments will be collected at locations throughout the community from October 15 to November Z, 2012. 5. Artist selected. By November 7, 2012, the Selection Panel will convene to review ar7d evaluate all responses to the RFP: Following evaluation, the Selection Panel may select one proposal, or may re-open the RFQ or RFP. Selection criteria wilt include: a. Public input regarding the proposals; b. Quality of proposal; c. Appropriateness and safety of proposed artwork for project site(s); d. Reflection of Meridian's commitment to environmental responsibility and sustainabi(ity; e. Consistency with Meridian's history, character, and values; and f. Contribution to aesthetic and cultural vitality and sense of place. Calf for Artists -Meridian Split Corridor Phase 2 Public Art project page 2 of 6 The Selection Panel will forward its selection to MAC far consideration. MAC may endorse such selection for recommendation to City Council. Meridian City Council and the Mayor may consider such recommendations in making the final decision. The selected artist and finalists not selected will be notified of the decision on Wednesday, November 28, 2012, 6. Selected proposal implemented. Following selection, the selected Artist wilt 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 $75,000 is currently available for the selected artist's commission, including materials, fabrication, and installation. The final budget may be higher. PROJECT TIMELINE: July 30, 2012 August 8, 2012, 5:00 p. m. September 10, 2012, 5:00 p. m: By September 14, 2012 September 17, 2012 September 19, 2012, 5:00 p.m. October 12, 2012, 5:00 p.m. October 16-November 2, 2012 By November 7, 2012 November 8, 2012 November 13, 2012 By November 16, 2012 November 28, 2012, .5:00 p. m. December 2012-August 2013 September 2013 (approx.) Call to Artists (RFQ/RFP) issued Artist workshop at Meridian City Hall, 33 E. Broadway Ave. Deadline for submission of responses to RFQ Selection Panel evaluates RFQ responses, selects finalists Finalists notified, invited to respond to RFP Deadline for finalists' signed agreement with City and W9 form Deadline for submission of finalists' proposals Public input regarding finalists' proposals Selection Panel evaluates finalists' proposals Selection Panel report to MAC; MAC adopts recommendation MAC recommendation to City Council; final decision Selected artist and not-selected finalists notified of decision Deadline for selected artist's signed agreement with City Fabrication Installation Timeline is subject to change to accommodate unforeseen circumstances. Submitted materials must be physically received by MAC, at the address below, by 5:00 p.m., on specified deadlines. Responses that are postmarked, but not received, by specified deadlines will be considered late and will not be considered. Please do not call or e-mail to ask about the Selection Panel's recommendations; artists will receive all notification by letter sent via U.S. Mail. CONTACT: Mail or deliver applications to: Questions, via a-mail: Thank you for your interest! Meridian Arts Commission Attn: Emily Kane 33 E. Broadway Avenue, Suite 308 Meridian, Idaho 83462 Emily Kane eka neC~me rid is n c ity, org Cal! for• Artists - Meridian Split Corridor Phase 2 Public Art Project Page 3 of 6 R ~ 1, ~' ~ ~ au ~ . b / .rw i, a or ~.~~' f , « ~ f 1 7 jA~i E^r'.J411~ ~ ~ •. ~ 4 ~ yT' R Y f~ ,~ ~ ~ ~ .~ ~ ~ '~ to `~~ ~~ 1r/JPDAV I A AIC .. w «. , 1 ,__;~ .~ M~C~~ ~~1C~~BC~ ~L~~ ~1 OOC~~~80~~ ....-__-_ '__._-.. u.. ._--.. ~;- - ___.__ .._ _ ._...r is __- r,----- _ -- zirc, ~(p( ...v.~,,. _ _ _ _ _ _....~. _ s . U ...._.._. ~ PYf. .. a 16 P ~ -e ..~ ~ ~ _~. Y _t -n[ - .... [- __ : .Lnc- -__.i .- . 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