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HomeMy WebLinkAboutLONG RANGE PLAN NOCO 2300 Myrtle Ave I Suite 16o I St. Paul, MN 55114 AGREEMENT THIS AGREEMENT, made and entered into this 4th day of February, 2019, by and between Forecast Public Art (FPA), a Minnesota non-profit corporation having its principal offices at 2300 Myrtle Avenue, St. Paul, Minnesota, and the City ofJeffersonville, Indiana (JVI), having its principal offices at 500 Quartermaster Court,Jeffersonville, IN 47130. JVI is hiring FPA to develop a strategic framework for the NoCo District's public art and cultural development over the next 3, 5 and 10 years, including collecting stakeholder perceptions and interest; providing educational presentations; mapping assets, opportunities and challenges; and making recommendations to guide JVI's decision-making about future planning, programming and branding of the NoCo district(the Project). A. Scope of Work and Deliverables. FPA agrees to provide the following professional services pertaining to the Project for JVI as described in Exhibit A (attached): B. Additional Services.JVI may request, and FPA may suggest, changes or additions to the Services. In such event, JVI and FPA will work together on the details of such changes (including any adjustments to FPA's compensation and the specifications, timeline and deliverables associated with the Services), and if agreed upon in writing by both JVI and FPA, such changes shall be an amendment to this Agreement. FPA will provide additional services as determined by mutual agreement of JVI and FPA. C. Term. This Agreement shall be effective as of March 15, 2019 and remain in effect until November 30, 2019, or until all obligations set forth in this Agreement have been satisfactorily fulfilled, whichever comes first. D. Compensation for Services. In exchange for the services outlined above, FPA will receive payments not to exceed $30,000. Fees will be billed as follows: $5,000 per month for a six- month period, starting April 1; Note: JVI will be responsible for reimbursement of any Project- related expenses incurred by FPA, including meeting space rentals, refreshments for meetings, transportation, hotels, and meals— not to exceed $5,000. E. Method of Payment. FPA will submit invoices to JVI. Payment will be due within 30 days of receipt of invoice. F. Project Manager and Staffing. FPA has designated consultant Jack Becker, FPA Founder and Lead Principal Consultant, to manage this project.Jack will serve as the primary contact person for FPA. FPA may not remove or replace this designated staff from the project without approval from JVI.JVI's designated contact under this agreement is Dawn N. Spyker, or her designated representative. G. Ownership of Documents. All plans, diagrams, renderings, reports and information generated in connection with the performance of this Agreement ("Information") shall become the property of JVI and its assigns, but FPA may retain copies of such documents as records of the services provided. JVI may use the information for its purposes and FPA also may use the information for its purposes. Use of the Information for the purposes of the plan contemplated by this Agreement does not relieve any liability on the part of FPA, but any use of the Information by JVI or FPA beyond the scope of the plan is without liability to the other, and the party using the Information agrees to defend and indemnify the other from any claims or liabilities resulting therefrom.All intellectual property rights associated with images used in documents produced as part of the Project, including patents, copyrights and moral rights, will be retained by the artist/team.JVI and FPA may use images of selected drawings, maps, designs and artwork owned by FPA for non-commercial, educational or promotional purposes in print or electronically. H. Independent Contractor. FPA is not affiliated with JVI and this Agreement does not imply an employee/employer relationship.JVI and FPA agree that the relationship created by this Agreement is that of independent contractor, and not of employer and employee, a joint venture or a partnership. FPA retains the sole and exclusive right to control the manner, time, place and means by which the services are performed under this Agreement. FPA shall be solely and entirely responsible for its acts and for the acts of its employees, agents, and subcontractors in connection with the Project and Services. FPA shall be responsible for the compensation and benefits of FPA's employees and for payment of all federal, state and local taxes payable with respect to any amounts paid to FPA under this Agreement. No payroll or employment taxes of any kind shall be withheld or paid with respect to payments to FPA including but not limited to, FICA, FUTA, federal and state personal income tax, state disability insurance tax and state unemployment tax. I. Payment of Others. FPA shall pay all of FPA's employees, agents, and subcontractors furnishing services, labor, equipment, or materials incidental to the performance of FPA's obligations under this Agreement. J. Audit Disclosure. Any reports, information, data, etc. given to, or prepared or assembled by FPA under this Agreement, which JVI requests to be kept confidential, shall not be made available to any individual or organization without JVI's prior written approval. Books, records, documents and accounting procedures and practices of FPA or other parties relevant to this Agreement are subject to examination by JVI for a period of six (6)years after the effective date of this Agreement. FPA shall at all times abide by Minnesota Statutes Section 13.01 et. seq., the Minnesota Government Data Practices Act, to the extent the Act is applicable to data and documents in the possession of FPA. K. Interest of Members of JVI Staff. No member of the governing body,officer, employee, or agent of JVI who exercises any functions or responsibilities in the carrying out of the Project to which this Agreement pertains shall have any interest, financial or otherwise direct or indirect, in this Agreement. JVI may terminate this Agreement if JVI has reasons to believe that gratuities in any form were offered or given by FPA or any representative of FPA to any officer or employee of JVI for receiving favorable treatment with respect to the award of, or the making with respect to the performance of,this Agreement. L. Cancellation. This Agreement may be canceled by either party at any time, with or without cause, upon one (1) month written notice, provided that all outstanding payments are made by JVI. Any notice required to be given shall be sufficient if it is in writing and sent to either party's principal office. M. Insurance. FPA agrees to carry and maintain in full force public liability insurance with minimum limits of$1,000,000 for the FPA's staff, officers, employees and agents. FPA agrees to furnish a Certificate of Insurance upon request. FPA agrees to defend, hold harmless, and indemnify JVI, its board of directors, its officers, employees, representatives, agents, successors and assigns, against all claims for damages to property or injury or death to persons not covered by insurance proceeds and arising from, connected with or occasioned by FPA's use or occupancy of the JVI's facilities, unless such claims for loss, damage, injury or death result from the gross negligence or willful misconduct of JVI, its employees or agents.JVI agrees to carry and maintain in full force public liability insurance with the same limits and requirements as provided in this section. N. Non-Discrimination. During the performance of this Agreement, FPA shall not discriminate against any employee or applicant for employment because of race, color, creed, religion, national origin, sex, marital status, status with regard to public assistance, disability, sexual orientation or age. FPA shall post in places available to employees and applicants for employment, notices setting forth the provision of this non-discrimination clause and stating that all qualified applicants will receive consideration for employment. FPA shall incorporate the foregoing requirements of this paragraph and all of its subcontracts for program work, and will require all of its subcontractors for such work to incorporate such requirements and all subcontracts for program work. FPA further agrees to comply with all aspects of the Title VI of the Civil Rights Act of 1964, and the Americans with Disabilities Act(as amended). 0. Notices. All notices or communications relating to this Agreement shall be in writing and shall be deemed given upon hand delivery or deposit in the United States mail, return receipt requested, and addressed as follows: To Forecast Public Art: 2300 Myrtle Avenue Ste. 160 St. Paul, MN 55114 Attention:Jack Becker, Founder and Lead Principal Consultant To City of Jeffersonville, IN: 500 Quartermaster Court Jeffersonville, IN 47130 Attention: Dawn N. Spyker P. Assignment. The rights and benefits of this Agreement shall not be assignable by either party without the prior written consent of the other party. Q. Compliance of all Laws; Ability to Perform; Representations. FPA shall comply with all applicable federal, state, and local laws, rules, regulations, codes, ordinances and orders. FPA has in effect and will maintain in effect all permits, licenses, and other authorizations necessary for the performance of the Services. FPA is not aware of any facts or circumstances which would prevent FPA from performance in accordance with this Agreement. FPA represents and warrants that FPA has the capability, experience, and means necessary to perform the Services contemplated by this Agreement, and that the Services will be performed using personnel, equipment, and material qualified and suitable to perform the Services requested. FPA shall be solely responsible for its negligent acts, errors and omissions while performing Services under this Agreement. FPA will perform the Services in a diligent and professional manner in accordance with accepted professional practices. R. Governing Law;Jurisdiction. This Agreement shall be construed in accordance with and governed by the laws of the State of Indiana. The parties agree to submit to the jurisdiction of the courts of the State of Indiana, and that any litigation regarding this Agreement will be brought in the state or federal courts that lie in Clark County, Indiana. S. Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same document. T. Entire Agreement. This Agreement constitutes all the understandings and obligations of the parties with respect to the subject matter addressed herein. No amendment or modification of this Agreement shall be valid or binding upon the parties unless it is made in writing and signed on behalf of each of the parties by them or their respective duly elected authorized officers. U. Miscellaneous.The terms of this Agreement shall be binding upon and inure to the benefit of, and shall be enforceable by, the respective successors and assigns of the parties hereto. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Indiana. The total or partial invalidity or unenforceability of any portion of this Agreement shall in no way affect the validity or enforceability of any other provision hereof. In the event that any provision of this Agreement shall be found partially or wholly invalid or unenforceable, this Agreement shall be construed, and rewritten to construe the intent of the parties as set forth herein to the fullest extent permitted by law. IN WITNESS WHEREOF, the parties have duly executed this Agreement effective as of the date first above written. City of Jeffersonv , IN Forecast Public Art By By Name: Jack Becker, Founder and Lead Principal 500 Quartermaster Court Consultant Jeffersonville, IN 47130 2300 Myrtle Ave. W. #160 Phone: St. Paul, MN 55114 Tax ID# (651) 641-1128 Tax ID#41-1361351 EXHIBIT A FORECAST PUBLIC ART I PLACEMAKING I DESIGN SCOPE OF SERVICES Date: February 4, 2019 Client: City of Jeffersonville, Indiana Client Representative: Dawn N. Spyker Contact:Jack Becker, Founder and Principal Lead Consultant, Forecast Public Art Mailing Address: 2300 Myrtle. #160, St. Paul, MN 55114 Telephone: 651-641-1128 (ext 101); Mobile: 612-618-0334; Fax: 651-641-1983 E-mail: iack@ForecastPublicArt.org Tax ID/ EIN:41-1361351 Anticipated time frame: March 15– November 30, 2019 Proposed budget:flat fee of$30,000 Estimated number of trips:4 (with average of 3-day stays) Total not-to-exceed reimbursable expenses: $5,000 -for travel, accommodations, meals and out-of- pocket expenses Jeffersonville Arts District Public Art Planning Framework List of tasks (not necessarily in this sequence): 1. Discovery Phase Initial visit to Jeffersonville to tour the NoCo Arts District, and gain firsthand familiarity of the geography. Review plans and documents relevant to the history and current context of the District. Gain familiarity with the systems—or lack of systems—impacting the development of NoCo, including planning, governance, management and funding. Meet with key individuals or groups to obtain critical and potentially divergent perspectives in order to gain clear understanding and consensus regarding specific components of deliverables most helpful to the key stakeholders, as identified by client. Draft Table of Contents for final report based on the information collected. Provide one public lecture on the topic of public art, based on focal area(s) of interest to client. 2. Asset Mapping and Needs Assessment Identify people, places, resources, and future opportunities impacting the long-term development of NoCo. With stakeholder input, create map of NoCo Arts District identifying current assets, challenges and future opportunities, as well as areas needing attention, for use as a planning tool. Develop criteria to facilitate prioritization of objectives. Identify goals for public art and cultural development for the next 3, 5 and 10 year periods. Facilitate 3-4 focus groups and draft strategic questions for potential us in broader stakeholder survey, as deemed appropriate and feasible by client. The survey will be useful in gauging audience, artists, and constituents' awareness and understanding of contemporary public art practices and possibilities. Determine need for future education and professional development of regional artists to allow them to participate more fully in future NoCo programming and commissioning of public art. 3. Report and Recommendations Draft report, including summary of information and data collected in phases 1 and 2, a Vision Statement for NoCo's development, and recommendations for action steps to be taken by client and key partners. Present draft report, with findings and recommendations to the Arts Commission, City Council, community members, and others as determined appropriate by client. Based on feedback received, prepare final draft for acceptance by client.