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Professional Services Agreement with Byron Folwell 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") through the duly delegated Meridian Arts Commission, and Byron W. Folwell ('Artist'). WHEREAS, through 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 to that end, the Meridian Arts Commission issued a Call for Artists, attached hereto as ExhibitA ("Call for Artists"), which included a Request for Qualifications ("RFQ") seeking artists' qualifications for public art installations; and WHEREAS, on September 19, 2012, a selection panel including representatives of the Meridian Arts Commission, Meridian Solid Waste Advisory Commission, Meridian Chamber of Commerce, Meridian Development Corporation, Meridian Parks and Recreation Department, Meridian Community 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 Artists; 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%2 -by -1l -Inch paper, suitable for copying, which narrative 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 ninety-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 rider 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 form by 5:00 p.m. on September 25, 2012. PROFESSIONAL SERVICES AGREEMENT-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 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. 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 and/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 insurance 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 all 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 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. 8. 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. 9. 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 PROFESSIONAL. SERVICES AGREEMENT-MSC2 PUBLIC AR'r PROJECT PROPOSAL PAGE 2 of 5 City. Both parties aelmowlcdge 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 this Agreement, shall be in writing and be deemed communicated when mailed by United States Mail addressed as follows: City: Meridian Arts Commission Artist: Byron W. Folwell Attn: firmly Kane 23 N. Roosevelt Sheet 33 B. Broadway Avenue Boise, Idaho 83706 Meridian, Idaho 83642 Either party may change Whis address for the propose of this paragraph by giving written notice of such change to the other in the manner herein provided. 11. 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, 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 or 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. 12. Discrimination prohibited. In performing services pursuant 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 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, 14. Entire agreement, This Agreement constitutes the entire understanding between tire 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. 15, Exhibit. 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. 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 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 PROrESSIONAL SERVICES AGREEMENT -MSC2 PUBLIC ART PROJECT PROPOSAL PAGE 3 or 5 written consent of City. Any subcontractor or assignee will be bound by all the terms and conditions of this Agreement. 18. 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. 19. Termination. If City determines 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, or any other act of misconduct in the performance of this Agreement, City may terminate this Agreement in whole, or M" part, at any time, by giving notice, in writing, 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, 20. Governing law. This Agreement shall be governed by the laws of the State of Idaho. 21. 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' 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 2nd day of October, 2012. ARTIST. - wel CITY MEREDIAN: 4o�NIED AUC�sT 0 C; 1� City of Tammy ded, Mayor E I D IA N*-- IDAHO �+ SEAL Attest: y�yy the TAE Jaycee an �..... City Clerk PROFESSIONAL SERviCEs AGREEMENT — MSC2 PUBLIC ART PROJECT PROPOSAL PAoE 4 OF 5 EXHIBIT A CALL FOR ARTISTS PROFESSIONAL SERVICES AOREEMENf- MSC2 PUBIC ART PROJECT PROPOSAL PAGES OF Meridian Commission Call for Artists m RFQ •I- 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 (ACHD)'s Meridian Split Corridor Phase 2 (MSC2) roadway project. This Call for Artists 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 all 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 not intended to be accessed by pedestrians. Minimal landscaping and limited water and electrical utilities are planned for both sites, ELIGIBILITY: Artists who are eighteen (18) 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 Hall, 33 E. Broadway Avenue, Meridian, Idaho. Attendance is optional but all artists or teams interested in applying for this project are welcome. Public Art Consultant Mark Johnstone will talk about and answer questions regarding the Cali for Artists - Meridian Split Corridor Phase 2 Public Art Project Page 7 of 6 process for responding to this Call for Artists/ RFQ + RFP. Please submit questions at anytime via e-mail to Emily Kane, ekane@meridiancity.or-g. PROCESS: 1. RFQ open. To be considered for this project, eligible artists must submit 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 will 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. f=inalists selected. By Friday, September 14, 2012, the Selection Panel will convene and evaluate all responses to the RFQ. Following evaluation, the Selection Panel may select up to three finalists, or may re -open 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, ACND, City elected officials and staff, Meridian Development Corporation, and business and residential communities, as welt as arts professionals. 3. 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 proposal will be available to each finalist upon execution of a written agreement with the City and submission of a completed W-4 form. To respond to the RFP, finalists must submit ail of the fotiowing materials to MAC by 5-00 on Monday, October 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 2, 2012. 5. Artist selected. By November 7, 2012, the Selection Panel wilt convene to review and evaluate all responses to the RFP. Following evaluation, the Selection Panel may select one proposal, or may reopen the RFQ or RFP. Selection criteria will 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 sustainability; e. Consistency with Meridian's history, character, and values; and f. Contribution to aesthetic and cultural vitality and sense of place. Call for Artists - Meridian Split Corridor Phase 2 Public Art Project Page 2 of 6 The Selection Panel will forward its selection to MAC for 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 wit[ be notified of the decision on Wednesday, November 28, 2012, 6. Selected proposal implemented. 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 $75,000 is currently available for the selected artist's commission, including materials, fabrication, and installation. The final budget maybe 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 Nall, 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 W-9 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; flnal 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 wilt be considered late and wilt 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 ekane@meridiancity.org Call for Artists - Meridian Split Corridor Phase 2 Public Art Project Page 3 of 6 MSC pu c o do d3 7 F_ E FAIRVIEw AVE 31 W CHERRY LANE' L 0 4"JI Ito J . . . . . . . . . . . . . Public Art Location North *%4 4kz W PACK Public Art Location r It GRUIE31ER AVE 4 Tv . . . . . . . . . . W ELM AVE Northbound Traffic 1. v, E BAD EY AVE 1*41 116 Southbound Traffic W MAPLE A 7Pw.y 4M Note: Lines do not indicate actual �4 M ,111 road widths or alignment imm pato V CHERY i "' *)ql property. > V ziz �41 WASHINGTON � AV )ag-8 1 y �'is< i:flrs 1"� t ,�:r: i..6 AS IINGTON AVE W. 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