HomeMy WebLinkAboutOWENS AND CRAWLEY LLC CITY OF JEFFERSONVILLE AND ARTIST AGREEMENT
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Agreement between
Owens and Crawley LLC
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The City of Jeffersonville
This agreement, made this 30 day of October , 2018 by and between
The City of Jeffersonville (City)and Owens and Crawley LLC (Artist)
Whereas, the City desires to employ the Artist to render certain artistic services for the Riverfront Interpretive
Sculpture Project 2018/2019 and Whereas, the Artist has the expertise and has a thorough knowledge of public art and is
qualified to render such services; and Whereas, the Artist is willing to provide these services upon the terms hereinafter stated;
Now, therefore, in consideration of the promises, the mutual covenants and conditions herein set forth, the parties hereto agree
as follows:
Section 1. Basic Services of the Artist
1.1 The scope and details of are more fully described in Scope of Services,attached hereto and made a part hereof
(pg.6).
Section 2. Additional Services by Artist
2.1 Additional work may be required in carrying out the work. Because it is not possible to determine in advance the
need for such services,they are excluded from the basic services described in the above Basic Services section.Additional services
will by undertaken only upon written authorization by the Public Arts Administrator or City of Jeffersonville Representative
Section 3.Services by City
3.1 It is agreed that certain services shall be performed or furnished by the City.These services include:
3.1.1 Providing coordination assistance when needed and cooperating with the Artist in completing the work in a
timely and effective manner;
3.1.2 Designating a representative who shall have authority to transmit instructions, receive information and
enunciate City policies and decisions,the City's representative shall be the Public Arts Administrator;
3.1.3 Arranging for and holding promptly any required meetings;
3.1.4 Making available to the Artist existing available information,which may in anyway be pertinent to the work
herein described;
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3.1.5 Providing a concrete pad for the sculpture to be mounted on in accordance with the terms set forth in the"Call
to Artists";
3.1.6 Providing electrical service and installation assistance for lighting, in accordance with the terms set forth in the
"Call to Artists";
3.1.7 Responding within a reasonable time to the Artist's requests for written decisions or determinations, pertaining
to the work,so as not to delay the services of the Artist;
3.1.8 Giving prompt written notice to the Artist whenever the City becomes aware of an event,occurrence, condition
and circumstance,which may substantially affect the Artist's performance of services under this agreement;
Section 4.Time Schedule
4.1 Unless otherwise directed,the Artist shall commence the performance of basic services upon execution of this
Agreement only after receiving a written"Notice to Proceed"from the City.
4.2 The Artist recognizes that the services under this Agreement are to be performed as expeditiously as is practical.
Every reasonable effort will be made to substantially complete the Basic Services based on the schedule included in the attached
Scope of Services (pg.6)
4.3 Performance of any additional services not describe in the attached Scope of Services section will commence
upon separate written authorization by the City and shall be completed in accordance with the schedule set forth in authorization.
Section 5.Amount and Method of Payment
Note:All invoices must prominently show the Project Name: Riverfront Interpretive Sculpture. Failure to do so may result in delay
of the processing of the Artist's invoices.
5.1 For the services provided under the attached Scope of Services, payment shall be in accordance with this section
and the Payment Schedule on page 6 under Fees and Method of Payment. Invoices shall be billed "not to exceed'based on the
break down of payment listed in said paragraph under Fees and Method of Payment.
5.2 It is expressly understood and agreed by both parties that the artist will be paid in three increments of
$10,000.00 for a total stipend of$30,000 with the final payment occurring upon successful completion of the install of the piece.
Section 6. Changes
6.1 The City may,at any time, by written order, make changes in the services or work to be performed within the
general scope of the Agreement.
6.2 If such changes cause an increase or decrease in the Artist cost of or time required for performance of any
services under this Agreement,an equitable adjustment shall be made and this Agreement shall be modified in writing
accordingly.
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Section 7. Disputes
7.1 Except as this Agreement otherwise provides,all claims, counter-claims,disputes,and other matters in question
between the City and the Artist arising out of or to relation to this Agreement of the breach of it will be decided by mediation if
the parties hereto mutually agree, or in a court of competent jurisdiction within the City of Jeffersonville in which the Public Art
Commission is located.
7.2 Should suit be led to enforce or for the breach of terms of this Agreement,the prevailing party shall be entitled
to the award of reasonable attorney's fees.
Section 8.Suspension of Work
8.1 The City may order the Artist to suspend, delay, or interrupt all or any part of the Artist's services for such period
of time as the City may determine.
8.2 If the performance of all or any part of the Artist Services is,for any reasonable period of time,suspended,
delayed, or interrupted by an act of the City, or by his failure to act within the time specified with in this agreement, an
appropriate extension of time may be made if mutually agreed for any such delay in the performance of this agreement
necessarily caused by such unreasonable suspension,delay,or interruption and the agreement modified in writing accordingly.
Section 9.Termination of Agreement
9.1 The city may terminate upon written notice if the artist breaches his obligations under this agreement or for any
other cause, including but not limited to, cancellation of the city's contract for the project.The city shall compensate the artist for
performance of services through the period of notice.
Section 10. Insurance
10.1 Artist agrees and shall submit evidence to the City before beginning work on this project that Artist has procured
and will maintain as a minimum the following insurances:(a)commercial general liability insurance with the limits of not less
than $500,000 each occurrence, and combined single limit bodily injury and property damage(Artist shall name city as
additional insured to his commercial general liability policy).
Section 11.General Provisions
11.1 Artist agrees that he shall act as an independent contractor, and shall perform the services provided in this
agreement in accordance with the generally accepted standard of care of the artist profession.
11.2 In addition to, and not in limitation of the insurance requirements contained in section 10 of this agreement,to
the fullest extent permitted by law,the artist hereby agrees to indemnify and hold the Jeffersonville public art commission and
the city of Jeffersonville, harmless from and against any and all losses,damages,settlements,costs,charges, or other expenses
or liabilities of every kind and character arising out of or relating to any and all claims, liens, demands, obligations,actions,
proceedings, or causes of action of every kind and character arising from the negligence of the artist,their employees,agents or
other's for who's acts the artist is responsible under this agreement, provided, however that artists duty to indemnify and hold
harmless shall not include any claims of liability arising from the negligence or willful misconduct of the public art commission of
Jeffersonville or the city, it's agents, officers or employees.
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11.3 This agreement shall insure and to the benefit of and be binding upon the legal representative and successors
of the parties, respectively.
11.4 Interpretation and enforcement of this agreement shall be in accordance with the laws of the state of Indiana.
SCOPE OF SERVICES
Artist Name:Owens and Crawley LLC
Project Location:Riverfront on Riverside Drive-Jeffersonville,Indiana
Project Description:Artist Services for the Riverfront Interpretive Sculpture
I.Artist's Rights and Responsibilities
1.1 Artist shall fabricate and install a single, permanent, outdoor sculpture in accordance to the design that has
been previously submitted and approved(see Exhibit A)on the designated site, on a concrete pad, provided by
the City of Jeffersonville, located on the Jeffersonville riverfront(see Exhibit B).
1.2 The Artist shall be available to consult with representatives from the City for coordination meetings.
1.3 The artist shall not assign the creative or artistic portions of the work to another party without the written consent
of the city.
1.6 The artist shall be responsible for providing services described herein including, but not limited to,the quality
and timely completion of the pieces.The artist shall,and in collaboration with the city, design and create the artwork, so that it
can be constructed without exceeding the construction cost budget allotted for the project.The artist shall, without additional
compensation,correct or revise any negligent errors, omissions, or other deficiencies in his performance.The city shall not pay
the artist for work incidental to changes required by the artist's negligent errors or omissions.The artist shall be responsible for
additional costs incurred as a result of his own negligence errors or omissions.
1.7 If the involvement of the artist results in a tangible object or objects of art the artist warrants that(a)the design
or work being commissioned is the original production of his own creative efforts;(b)The work is original;(c)the artist shall not
sell or reproduce the work or allow others to do so without the prior consent of the city.
1.8 The artist, in collaboration with the city,(if necessary)shall make presentations to authorized groups and to the
city of Jeffersonville,and citizens and community groups to provide them with information about the proposed artwork,and to
any governing or regulatory body or agency for other approvals as may be required.
1.9 If the involvement of the artist results in a tangible object or objects of art,the artist shall submit conceptual and
final designs of artwork to the city for review prior to the presentation to the city of Jeffersonville and its citizens.The artist shall
proceed with the work only after receipt of written authorization from the city.
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1.10 The artist and the city agree that any proposal to alter, modify, damage or otherwise change the work of the art
shall first be discussed with the artist.
1.11 The artist agrees that the city will be granted royalty-free the authority to incorporate the project artwork and
construction documents for the purposes of constructing and completing the project.
1.12 The artist shall have the right to photograph, or contract to have the project photographed,during and upon
completion of construction and to provide these photographs for publication.
1.13 The artist hereby grants the city a permanent, assignable, non--exclusive royalty-free license to make, or cause to
be made, photographs and other two dimensional reproductions and models of the project for educational, project awards,
public relations,tourism,arts promotional purposes without payment of a royalty to the artist. For purposes of this agreement,
the following are among those deemed to be permissible reproductions for the above cited purposes: brochures and pamphlets
pertaining to the city; reproduction in exhibition catalogs, project awards, books,slides, photographs, postcards, posters,and
calendars; and in art magazines,art books and art and news sections of newspapers;and general books and magazines not
primarily devoted to art;slides and filmstrips; and television on any and all such reproductions a copyright of the project under
the United States copyright law and credit to the artist.
1.14 Upon completion of the artist's work,the artist agrees that he will have no other rights in the project and/or in
any artwork created as a result of this agreement other than the right specified in paragraph 1.10, 1.11, 1.12 and 1.13 above,
with all other rights there after belonging to City.
1.15 Artist understands and agrees that the creative design and artwork called for in this agreement constitute
matters of taste and judgment in which artist must satisfy the City of Jeffersonville.The city commits to artist that the city's
approval of the creative design and artwork will not be unreasonably withheld, but subject to many constraints and political
pressures in matters of taste and judgment.Artist acknowledges and except these conditions.
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2.Scope of Basic Services to be provided
The services furnished by the artist shall be the artist planning services for the Riverfront Interpretive Sculpture as described
below.The artist will be commissioned by the City of Jeffersonville to complete this project.
Task One: Concept Proposal
The artist will create a 2D rendering for the project. Physical environment,content and composition must be taken into
consideration.
Task Two:Site Study
The artist will collaborate with the city to review the location for the site-specific work. In the site study, the artist will be
responsible for obtaining appropriate measurements-length width and height of the project in its entirety as well as collecting
sound bites(or at the very least, setting up an appropriate time to return to the area to do this).
Task Three:Sculpture Fabrication&Installation
The artist agrees to create a site-specific, outdoor, permanent sculpture to be installed on the said concrete pad,to be executed on
or before spring of 2019.
3. Period of Performance
The period of performance for the artist shall commence after written notice to proceed is issued to the artist and shall continue
through the completion of the above scope of services. It is the intention of the City of Jeffersonville and the Artist to bring the
project to completion no later than spring 2019.
4.Fees and Method of Payment
The artist will be paid in three installments based upon completed milestones.
To begin the project,the city agrees to pay the artist the first third of the full honorarium, which is$10,000.The second
installment payment,which is $10,000, will be paid after the City of Jeffersonville is able to view the physical piece in progress
(this could be in photo documentation form)and feels that the project is well beyond 75%complete. The final installment,which
is$10,000,will be made no more than three weeks after the final sculpture is successfully interred into the ground.
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S Independent Contractor Status
Artist shall perform all services as an independent contractor and shall not be considered in any respect an employee of the City.
Artist shall cooperate with the City and other project contractors with regard to the Riverfront Interpretive Sculpture.Artist shall
comply with all applicable laws and regulations regarding the work to be performed under this Agreement, including those
related to worker safety, and artist shall comply with all workplace safety rules in effect at the site during anytime when the artist
is onsite.
6.Warranties
Artist shall be responsible for the integrity of the materials and fabrication of the mural work for a period of one yearfrom the
completion date of painting the mural on the tank and maintenance structures.Artist's liability for the breach of this warranty
shall be limited to the cost of repairs of the mural on the tank and/or maintenance building.
7.Termination,Suspension
A. For Cause: Either party may terminate this Agreement in the event of another party failure to perform its obligations as
described in this agreement, and such failures has not been corrected to the reasonable satisfaction of the other in a timely
manner after notice of breach has been provided to the other party.
B. For reasons beyond control of the Parties: Either party may terminate this agreement without recourse for reasons
beyond such party's reasonable control such as but not limited to acts of nature,war or warlike operations; civil commotions; riot
or governmental control.
C. Notice: Notice of termination pursuant to Subsections A and B shall be given by the party terminating this agreement
to the other not less than(7)days prior to the effective date of termination.
D.Suspension:The City may, without cause, require artist in writing to suspend,delay or interrupt their performance of
work under this agreement in part for such a period of time as determined by the City. In the case suspension, delay or
interruption,an adjustment may be made to the Agreement price due to any actual increases on the Artist's cost of performance
of the Agreement; provided, however,that no adjustment shall be made to the extent that the performance would have been
suspended, delayed or interrupted by another cause for which Artist is responsible.
6. Indemnification
A,The artist shall defend, protect, indemnify and hold harmless the City, its officers,agents, employees,and assigns
from and against any and all damages, claims, suits,and/or actions arising from any negligent acts or omissions of the Artist
during the performance of the Agreement.The City shall, to the extent permitted by law, indemnify and hold harmless the artist
against any and all third party claims or liabilities arising in the connection with the artwork, the site or the project,except claims
that may occur as a result or arise in connection with the artist's own negligence or failure to comply with the applicable laws,
regulations, ordinances and resolutions.
B. Upon completion of the installation of the artwork,the Artist does hereby agree to be responsible for a period of one
yearfrom the date of installation for the integrity of all materials and fabrication techniques contained in the artwork.
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7 Entire Agreement
This agreement shall become effective immediately upon its signing.This agreement constitutes the entire agreement between
the parties and may not be verbally amended.All amendments of modifications to this contract must be in writing and signed by
both parties.
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(Artist(s)-Signature) (City fficial-Signature)
Title: Quincy Owens, Artist Team Partner
Title: Luke Crawley, Artist Team Partner
Date: 10/30/2018
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EXHIBIT A - Approved Design Concept
Riverfront Interpretive Sculpture (Ex1)( I/ A
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Concept 1 Renderings: Paddle Wheel
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EXHIBIT B - Approved Riverfront Sculpture Location
( Exhibi1 5 )
SUPPLEMENTAL IMAGERY OF AREA
Pedestrian View facing East
Areas surrounded by yellow ovals
represent location of intended also exhibits embankment
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,destrian View facing South Atkir
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Pedestrian View facing West
Pedestrian View facing East .. r
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