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HomeMy WebLinkAbout4646 Contract Nwnber: Vendor: Subject: Department: File Class: Begin Date: End Date: Review Date: Vault Date: Comments: 4646 JAMES KELSEY STUDIOS Commissioned Artwork for Art Morken Building Comm Devel LEG 12-1 09/06/2007 04/30/2008 02/15/2010 01/01/2010 Amendment #1-4/08 1% for the Arts Insurance required during on-site work FIRST AMENDMENT TO PROFESSIONAL SERVICES CONTRACT FOR COMMISSIONED ARTWORK FOR CITY OF BREMERTON WHEREAS, the City of Bremerton ("City") and James Kelsey ("Artist") entered into a Professional Services Contract for Commissioned Artwork for City of Bremerton dated September 5,2007 (the "Agreement"); and WHEREAS, the Artist has amended the language in Exhibit A: Description of Services and Schedule; and WHEREAS, the parties desire to amend the Agreement to change the language in Exhibit A: Description of Services and Schedule; and WHEREAS, the City and the Artist has amended the language in Exhibit B: Compensation and Payment Schedule; and . WHEREAS, the parties desire to amend the Agreement to change the language in Exhibit B: Compensation and Payment Schedule; NOW THEREFORE, for mutual consideration, City and Artist agree as follows: A. The language on page 12 of the Agreement shall read, "A. The artwork will consist of: 1) One Stainless steel sculpture between 9' and W 12' in height (see attached sketch). The sculpture will have five (5) polished spheres arranged smallest to largest and will be made of highly polished stainless steel. Each of the five spheres will have a single word repeated many times stemming from The sculpture will be engraved with the "P.R.I.D.E." acronym in the following way: The underside of the stainless steel arc that does not connect with the ground will be engraved with the five words "Professionalism. Respect. Integrity. Dedication. Excellence" with the first word of the acronym appearing at the top. Each word will be located at the place where the sphere is attached to this arc and the font will be adiusted so that the works appear consistent in spacing in relationship to the arc's edge." B. The language on page 17 of the Agreement shall read, "3. $8,750.00 upon completion of installation and final acceptance ofthe artwork, no later than March 31 April 30, 2008." C. All remaining provisions in the Agreement shall remain in full force and effect except as expressly modified by this document. D. This F~rst Amendment will become a supplement of the Agreement and all provisions will apply hereto. E. The, parties whose names appear below represent that they are authorized to enter into this amendment and that is binding on the parties. IN WITNESS WHEREOF, the parties have executed this First Amendment to Professional Services Contract on the day and year as indicated. ARTIST Cary Boze an, Mayor DATE: 1[(~ot r DATE: If - ( ( - () Z Vendor Subject Department Status Code Amount Begin Date End Date Review Date Insurance Comments Contract Number 4646 JAMES KELSEY STUDIOS Commissioned Artwork for Art Morken Building Comm Devel GEN File Class LEG 12-1 $35000.00 09/06/2007 03/31/2008 03/01/2008 GL $ AL $ E&O $ Insurance Total $ Insurance Review Date 1% for the Arts Insurance required during on-site work CONTRACT FOR COMMISSIONED ARTWORK THIS CONTRACT is entered into by and between the CITY OF BREMERTON (the "City"), having its principal offices at 345 - 6th Street, Suite 600, Bremerton, Washington and James Kelsey, dba James Kelsey Studios, (the "Artist") whose principal address is: 4761 Cottonwood Drive SE, Port Orchard, W A 98366. WHEREAS, Public Art is recognized as a stimulus to the vitality, economy, and culture of our community, enhancing the quality of life for all citizens because of its public nature; and WHEREAS, the City Council has established a CITY OF BREMERTON ARTS COMMISSION, and a One Percent (1 %) for Arts Program pursuant to City of Bremerton Ordinance #4940; and WHEREAS, the ARTIST was selected, to design, execute, fabricate, transport, and permanently install a work of art in a public space as designated by the ARTS COMMISSION; and WHEREAS, the ARTS COMMISSION desires to contract with the ARTIST for a work of art; and WHEREAS, in consideration of the mutual benefits and covenants contained herein, the CITY and the ARTIST agree as follows: SECTION 1 SCOPE OF WORK 1.1 A description of the work to be performed by the Artist, including a drawing of the proposed work, is set forth in Exhibit A: Description of Work and Schedule, which is attached to the Contract and incorporated by reference. 1.2 The Artist will perform the work set forth and required under this Contract in a satisfactory and competent manner. Should the Artist employ and subcontract with any third persons in the performance of this Contract, the Artist agrees that all such third persons will be bound by the terms and conditions of this Contract. 1.3 The Artist will confer with the Arts Commission and City staff from time to time during the progress of the work. The Artist will prepare and present status reports and other information, including but not limited to maquettes, or detailed drawings describing the progress of the work, that may be pertinent and necessary, or as may be requested by the Arts Commission or mandated in Exhibit A of this Contract. SECTION 2 TERM The City and the Artist agree that work will begin on the tasks described in Exhibit A immediately upon execution of this Agreement. Page 1 of 17 SECTION 3 CONTRACT REPRESENTATIVES The City and the Artist will each have a contract representative. A party may change its representative upon providing written notice to the other party. The parties' representatives are as follows: City's Contract Representative Pam Ransier 345 - 6th Street, Suite 600 Bremerton, W A 98337 360-473-5202 360-473-5278 (fax) pam.ransier@ci.bremerton.wa.us Contractor's Contract Representative J ames Kelsey 4761 Cottonwood Dr. SE Port Orchard, W A 98366 360-871-1499 j ames@jameskelseystudios.com SECTION 4 COMPENSATION 4.1 The Artist shall be paid for completed work related to this Contract. Such payment shall be full compensation for all work performed to complete the work. The payment for the work shall not exceed $35,000.00. Payments will be made in accordance with Exhibit B. 4.2 The City shall determine dates of completion for stages of the project as set forth in Exhibit A. The artist may submit an invoice to the City after each stage is completed. Subject to the other provisions of the Contract, the City will generally pay such invoice within 30 days of receiving it. It is understood that the City has no obligation regarding sales commissions or any agreements with galleries or agents with whom the Artist may have contracted. 4.3 The Artist will be paid only for work expressly authorized in the Contract. 4.4 The Artist will not be entitled to payment for any services that were performed prior to the effective date of the Contract or after its termination, unless a provision ofthe Contract expressly provides otherwise. 4.5 If the Artist fails to comply with any terms or conditions of this Contract or to provide in any manner the work agreed to herein, the City may withhold any payment due the Artist until the City is satisfied that corrective action, as specified by the City, has been completed. This right is in addition to, and not in lieu of, the City's right to terminate this Contract. 4.6 In the event that the Artist breaches any of the obligations, terms and conditions of this Contract, has failed to provide in any manner the work agreed to herein, and if the City deems said breach to warrant corrective action, the following sequential procedure shall be followed: A. The City shall notify the Artist in writing of the nature of the breach; B. The Artist shall respond in writing within ten (10) working days of his/her receipt Page 2 of 17 of such notice, and indicate in the response the steps being taken to correct the specified non-compliance actions constituting breach. The corrective action plan shall specify the proposed completion date for bringing the Contract into compliance; , C. The City shall notify the Artist in writing of the City's determination as to the sufficiency of the Artist's corrective action plan. The determination of sufficiency of the Artist's corrective action plan shall be at the sole discretion of the City; D. In the event that either the Artist does not respond or provide a corrective action plan within ten (10) working days or the Artist's corrective action plan is deemed to be insufficient, the City may terminate this Contract in whole or in part pursuant to Section 9 of this Contract; E. In addition, the City may withhold any payment owed the Artist and/or prohibit the Artist from incurring additional expenses until the City is satisfied that corrective action has been taken or completed; and F. Nothing herein shall be deemed to affect or waive any rights the parties may have pursuant to the Section 9 of this Contract. 4.7 The Contract amount is inclusive of all applicable state and federal taxes including any Washington State Sales Tax owed by the City as a result of this Contract. It is the responsibility of the Artist to remit any sales taxes to the Washington State Department of Revenue. SECTION 5 AMENDMENTS AND CHANGES IN WORK 5.1 In order to be effective, any Contract renewal, amendment or modification must be in writing, be signed by both parties and be attached to the Contract. Work under a renewal, an amendment or a modification may not commence until the renewal, amendment or modification has been approved by the Arts Commission, as well as the City Council. 5.2 The City may request that the Artist provide additional services beyond those required in the Scope of Service. These additional services, if performed due to unusual circumstances outside the Artist's Contract which cause the Artist extra work and expense, shall be paid for by the City in addition to the agreed upon fee set forth in paragraph 4.1 above, provided that the Artist first obtains prior authorization of the extra expense(s) by the City. SECTION 6 WARRANTY 6.1 The Artist warrants that the work being commissioned is the original product of his /her own creative efforts. 6.2 The Artist shall be responsible for a period of seven years from the date of installation of the Artwork for the integrity of the materials and fabrication techniques of the artwork and the installation. Artist's liability for breach of this warranty shall be limited to the cost of repairs of the artwork and/or the installation. The responsibility for the Page 3 of 17 determination of the Artist's liability for faults or defects in the work during the seven- year period shall be solely that of the City. The Artist is not expected to warrant damages caused by vandalism, normal wear and tear and natural occurrences such as storms, fires, floods and earthquake damage. SECTION 7 HOLD HARMLESS AND INDEMNIFICATION 7.1 The Artist will hold harmless, indemnify and defend the City, its officers, officials, employees and agents, from and against any and all claims, actions, suits, liability, loss, expenses, damages and judgments of any nature whatsoever, including reasonable costs and attorneys' fees in defense thereof, for injury, sickness, disability or death to persons or damage to property or business, caused by or arising out of the acts, errors or omissions of the Artist, its officers, employees or agents in the performance ofthis Contract. Provided, however, that the Artist's obligation under this provision will not extend to injury, sickness, disability, death or damage caused by or arising out of the sole negligence of the City, its officers, officials, employees or agents. The Artist's duty extends to the claim by Contractors or any subcontractor's officers, employees or agents. For the purposes of this indemnification provision, the Artist expressly waives its immunity under Title 51 (Industrial Insurance) of the Revised Code of Washington and acknowledges that this waiver was mutually negotiated by the parties. 7.2 The Artist's obligations under these provisions include, but are not limited to, investigating, adjusting and defending all claims alleging loss from action, error or omission, or breach of any common law, statutory or other delegated duty by the Artist, the Artist's employees, agents or subcontractors. 7.3 The provisions of this Section shall survive the termination or expiration of this Contract. SECTION 8 INSURANCE 8.1 Insurance coverage is not required during the design phase of this contract or while the Artist is completing work on the artwork in his/her studio. The responsibility for and risk of damage to or loss of the work during the design phase or while the Artist is completing work in his/her studio shall be solely that of the Artist. Prior to the commencement of anyon-site installation or fabrication, the Artist and/or his/her subcontractors shall purchase and maintain for the duration of anyon-site fabrication and/or installation, insurance against claims for injuries to persons or damages to prop'erty that may arise from, or in connection with, the performance of work done by the Artist, his/her agents, representatives, employees, and/or subcontractors. All insurance coverages shall be approved by the City's Risk Manager. 8.2 The Artist and/or his/her subcontractors shall pay for the costs of the required insurance. 8.3 All insurance policies shall name the City of Bremerton, its officers, officials, employees and agents as additional insured's as respects liability arising out of activities performed by or on behalf of the Artist in connection with this Contract. 8.4 Any deductibles or self-insured retentions must be declared to, and approved by, the City. The deductible and/or self-insured retention of the policies shall not apply to the Artist's Page 4 of 17 liability to the City and shall be the sole responsibility of the Artist. 8.5 The Artist's insurance shall apply separately to each insured against whom claim is made and/or lawsuit is brought. 8.6 The Artist's insurance coverage shall be the primary insurance as respect to the City, its officers, officials, employees, and agents. Any insurance and/or self-insurance maintained by the City, its officers, officials, employees, or agents shall not contribute to the Artist's insurance or benefit the Artist in any way. . 8.7 The minimum scope and minimum limits of insurance required by this contract are as follows: A. WORKERS COMPENSATION: Coverage as required by the Industrial Insurance Act of the State of Washington, Title 51, Revised Code of Washington. B. PROFESSIONAL LIABILITY: Visual Artists do NOT require professional liability insurance. However, in the event that services delivered as a part of this contract require professional services, Professional Liability, Errors and Omission coverage shall be provided. "Professional Services", for the purpose of this contract section shall mean any services provided by a licensed professional, such as structural review or engineering. C. The Artist will include all subcontractors as insured's under its policies or will finish separate certificates and endorsements for each subcontractor. All coverage for subcontractors will be subject to all of the requirements stated in these prOVISIOns. D. The insurance limits mandated for any insurance coverage required by the Contract are not intended to be an indication of exposure, nor are they limitations on indemnification. E. If the Artist will be constructing the artwork on site, the Artist will provide $1,000,000 Commercial General Liability Insurance. 8.8 Verification of Coverage and Acceptability oflnsurers. A. The Artist shall place insurance with insurers licensed to do business in the State of Washington and having A.M. Best Company ratings of no less than A-VII, with the exception that excess and umbrella coverage used to meet the requirements for limits of liability or gaps in coverage need not be placed with insurers or re-insurers licensed in the State of Washington. B. The Artist shall furnish the City with properly executed certificates of insurance or a signed policy endorsement that will clearly evidence all insurance required in this Section within 10 days after the effective date of the Contract. The certificate will, at a minimum, list limits of liability and coverage. The certificate will provide that the underlying insurance contract may not be materially changed, canceled, or allowed to expire, except on 30-days' prior written notice to the City. Page 5 of 17 Any certificate or endorsement limiting or negating the insurer's obligation to notify the City of cancellation or changes must be amended so as not to negate the intent of this provision. C. The Artist shall furnish the City with evidence that the additional-insured provision required above has been met. Acceptable forms of evidence are the endorsement pages of the policy showing the City as an additional insured. 8.9 Written notice of cancellation or change shall be mailed to the City at the following address: Risk Management Division City of Bremerton Financial Services 345 - 6th Street, Suite 600 Bremerton, W A 98337 8.10 The Artist or his/her broker shall provide a copy of all insurance policies specified in the Contract upon request of the City of Bremerton's Risk Manager. SECTION 9 TERMINATION 9.1 The City may terminate the Contract in whole or in part whenever the City determines, in its sole discretion, that such termination is in the best interests of the City. The City may terminate the Contract upon giving the Artist 10-days' written notice. In that event, the City will pay the Artist for all costs incurred by the Artist in performing the Contract up to the date of such notice, subj ect to the other provisions of the Contract. 9.2 If funding for the underlying project or matter is withdrawn, reduced or limited in any way after the Contract is signed or becomes effective, the City may summarily terminate the Contract notwithstanding any other termination provision in the Contract. Termination under this provision will be effective upon the date specified in the written notice of termination sent by City to the Artist. No costs incurred after the effective date of the termination will be paid. 9.3 If the Artist breaches any of its obligations under the Contract, and fails to cure the breach within 10 days of written notice to do so by the City, the City may terminate the Gontract. In that event, the City will pay the Artist only for the costs of services accepted by the City. Upon such termination, the City, at its discretion, may obtain performance of the work elsewhere, and the Artist will bear all costs and expenses incurred by the City in completing the work and all damages sustained by the City by reason of the Artist's breach or the City may determine to allow the Artist to refund all moneys paid to himlher by the City and retain the work, together with any drawings, specifications and models and all materials and supplies purchased for the work, for his/her own use without restriction. SECTION 10 ASSIGNMENT, DELEGATION AND SUBCONTRACTING 10.1 The Artist will perform under the Contract using only its bona fide employees or agents, and the obligations and duties of the Artist under the Contract will not be assigned, Page 6 of 17 delegated or subcontracted to any other person or firm without the prior express written consent of the City. lO.2 The Artist warrants that it has not paid, nor has it agreed to pay, any company, person, partnership or firm, other than a bona fide employee working exclusively for Artist, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of the Contract. SECTION 11 INDEPENDENT CONTRACTOR 11.1 The Artist's services will be furnished by the Artist as an independent contractor and not as an agent, an employee or a servant of the City. The Artist specifically has the right to direct and control Artist's own activities in providing the agreed services in accordance with the specifications set out in the Contract. The Artist and/or his/her agents or employees and/or sub-contractors shall make no claim of career service or civil service rights which may accrue to a City employee under state or local law. 11.2 The Artist acknowledges that the entire compensation for the Artist is set forth in the compensation provisions of the Contract and the Artist is not entitled to any City benefits, including, but not limited to: vacation pay; holiday pay; sick leave pay; medical, dental or other insurance benefits; fringe benefits; or any other rights or privileges afforded to City employees. 11.3 The Artist will have and maintain complete responsibility and control over all of its subcontractors, employees, agents and representatives. No subcontractor, employee, agent or representative of the Artist will be or be deemed to be, or act or purport to act, as an employee, agent or representative of the City. 11.4 The City assumes no responsibility for the payment of any compensation, wages, benefits, or state and/or federal taxes by, or on behalf of, the Artist. The Artist shall protect, indemnify and hold harmless the City its officials, officers, agents, and employees from and against any and all claims, costs, and/or losses whatsoever occurring or resulting from: A. The Artist's failure to pay any compensation, wages, benefits, or taxes; and/or B. The Artist's receipt of work, services, materials, or supplies from the Artist's employees, suppliers or sub-contractors in connection with or support of the Artist's performance of services contracted for herein. 11.5 The Artist further agrees that he/she is financially responsible for and will repay the City all indicated amounts following an audit which occurs due to the negligence, intentional act and/or failure for any reason to comply with the terms ofthis contract by the Artist, his/her employees, or agents. The Artist's obligation to repay the City shall not be diminished or extinguished by the prior termination of the contract pursuant to the terms of this Contract. Page 7 of 17 SECTION 12 NONDISCRIMINATION The Artist, its assignees, delegates or subcontractors will not discriminate against any person in performance of any of its obligations under the Contract on the basis of race, color, creed, religion, national origin, age, sex, sexual orientation, marital status, veteran status or the presence of any disability. SECTION 13 OWNERSHIP OF MATERIALS/WORKS PRODUCED 13.1 Ownership of the work under this Contract shall transfer to the City upon completion of the work and final payment is made to the Artist pursuant to Exhibit B. 13.2 The Artist and City agree that any proposal to alter, modify, or otherwise change the work of the Artist shall be first discussed with the Artist. The City will make a good faith effort to contact the Artist and obtain written approval to proceed with the proposed alteration, modification, or change; such approval shall not be umeasonably withheld by the Artist. If an alteration, modification or change should occur, the Artist reserves the right to request that the work no longer be represented as the work of the Artist and to have his/her name removed from any plaque or other identification of the Artwork provided that the Artist shall make this request to the City in writing. 13.3 The Artist agrees the City will be granted royalty-free the authority to incorporate the project artwork in construction documents for the purposes of constructing and completing the project. 13.4 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. However, the City shall be informed of any publication in which the Artist intends to display the work. 13.5 The Artist shall register the project and place a copyright notice on or near the project in the form and manner required to protect copyrights of the project under United States copyright law. If the copyright is registered with the US Copyright Office, the Artist shall provide the City's contract administrator with a copy of the application for registration, the registration number and the effective date of registration. Except as provided in this Agreement, the Artist retains all copyrights in the project including its preliminary design and incidental works created for the Project. 13.6 The Artist hereby grants the City permanent, assignable, non-exclusive royalty-free permission 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 Engineer and Owner; reproduction in exhibition catalogues, project awards, books, slides, photographs, postcards, posters, and calendars; in art magazines, art books and art and news sections of newspapers; in general books and magazines not primarily devoted to art; slides and film strips; and television. On any and all such reproductions a copyright ofthe project under the United States Copyright Law and credit to the Artist will appear. Page 8 of 17 The Artist agrees that all written references to and reproductions to the proj ect shall include the following credit line: "This project was sponsored by the City of Bremerton's 1 % For The Arts program." SECTION 14 PATENT/COPYRIGHT INFRINGEMENT 14.1 The Artist will hold harmless, indemnify and defend the City, its officers, officials, employees and agents, from and against any claimed action, cause or demand brought against the City, where such action is based on the claim that information supplied or work performed by the Artist or subcontractor infringes any patent or copyright or other intellectual property or proprietary right. The Artist will be notified promptly in writing by the City of any notice of such claim. 14.2 All reproductions made by the City shall contain a credit to the Artist and a copyright notice substantially in the following form: '''Copyright, Artist's name, all rights reserved, dates", in such a manner and location as shall comply with the U.S. Copyright Laws. SECTION 15 DISPUTES Differences, disputes and disagreements between the Artist and the City arising under or out of the Contract will be brought to the attention of the City at the earliest possible time so that the matter may be settled or other appropriate action promptly taken. The City's contract representative or designee will decide any dispute relating to the quality or acceptability of performance or compensation due the Artist. All rulings, orders, instructions and decisions of the City's contract representative will be final and conclusive. SECTION 16 TECHNICAL AND MAINTENANCE RECORD Upon completion of the work, the Artist will provide to the City a technical and maintenance record for the work. Such information shall set forth the specifications necessary for the City to care for and maintain the work. The technical and maintenance records shall be incorporated into this Contract as though set forth fully herein. SECTION 17 REPAIRS AND MAINTENANCE 17.1 The City recognizes that normal maintenance of the work will involve simple procedures as set forth in technical and maintenance record provided by the Artist and that such maintenance on a regular basis is essential to the integrity of the work. The City is responsible for all routine maintenance required on a periodic basis as specified by the Artist. 17.2 The City shall be responsible for making all necessary repairs and restorations of the work unless other provisions of this Contract apply. However, the City's responsibility for repairs and restoration of the work is contingent upon receipt of adequate appropriations for this purpose. 17.3 Where possible, the Artist shall be consulted as to his/her recommendations regarding repairs and restorations being made. To the extent practicable and in accordance with Page 9 of 17 accepted principles of professional conservation, the Artist shall be given the opportunity to accomplish repairs and restorations and shall be paid a reasonable fee for the services. SECTION 18 CHANGES/ALTERATIONS/DESTRUCTION 18.1 The City shall notify the Artist of any proposed alteration of the site or adjoining areas that would affect the intended character and appearance of the work and shall consult the Artist in the planning of any alteration. 18.2 Because the installation of the work may subject the work to future destruction, distortion, mutilation, or other modification by reason of its removal, the Artist waives any and all rights the Artist has under the Copyright Act of 1976, 17 D.S.C. ~ 101, et seq. SECTION 19. MISCELLANEOUS 19.1 Waiver. The parties agree that the excuse or forgiveness of performance, or waiver of any provisions of the Contract, does not constitute a waiver of such provision or future performance, or prejudice the right of the waiving party to enforce any of the provisions of the Contract at a later time. 19.2 Tax Payments. The Contractor will pay all applicable federal, state and local taxes, fees (including licensing fees) and other amounts. 19.3 Personnel Removal. The Contractor agrees to remove immediately any of its subcontractors, employees, agents or representatives from assignment to perform services under the Contract upon receipt of a written request to do so from the City's contract representative or designee. 19.4 Legal Compliance. The Contractor and its subcontractors, employees, agents and representatives will comply with all applicable federal, state and local laws, rules and regulations in their performance under the Contract. 19.5 Records. The Artist and/or his/her subcontractors, shall maintain records in accordance with generally accepted accounting procedures and other evidence of all expenses incurred in the performance of this contract. The City and/or Federal/State officials shall, for the purpose of examination and audit, have access to and be permitted to inspect such records and other evidence of costs and expenses charged to the City and/or incurred for the Artwork for a period of six (6) years after termination of contract. 19.6 Severability. If a court of competent jurisdiction holds any provision of the Contract to be illegal, invalid or unenforceable, in whole or in part, the validity of the remaining provisions will not be affected, and the parties' rights and obligations will be construed and enforced as if the Contract did not contain the particular provision held to be invalid. If any provision of the Contract conflicts with any statutory provision of the State of Washington, the provision will be deemed inoperative to the extent of the conflict or modified to conform to statutory requirements. 19.7 Entire Agreement. The parties acknowledge that the Contract is the complete expression of their agreement regarding the subject matter of the contract. Any oral or written Page 100f17 representations or understandings not incorporated in the Contract are specifically excluded. 19.8 Notices. Any notices will be effective if personally served upon the other party or if mailed by registered or certified mail, return receipt requested, to the addresses set out in the contract representatives provision of the Contract. Notice may also be given by facsimile with the original to follow by regular mail. Notice will be deemed to be given three days following the date of mailing, or immediately if personally served. For service by facsimile, service will be effective at the beginning of the next working day. 19.9 Choice of Law and Venue. This Agreement shall be interpreted according to the laws of the State of Washington. Any judicial action to resolve disputes arising out of this Agreement shall be brought in Kitsap County Superior Court. ~e,'f~ DATED this~day~, 2002 ARTIST DATED this_day ,200 . By: ~BR~ (Signature) Print Name~e5 A ~.\~~ \~e~ By: O-a 4 1St:UA11 aA1 Its: H..~oy Title: Page 1 J of J 7 EXHIBIT A: DESCRIPTION OF SERVICES AND SCHEDULE *************************** CONTRACT FOR COMMISSIONED ARTWORK James Kelsey, dba James Kelsey Studios, (the "Artist") and City of Bremerton, (the "City") mutually agree that the Artist create artwork for the Art Morken Law Enforcement Building (the "Project"). The Artist will be expected to coordinate the fabrication and installation of the artwork with the Arts Commission Staff. The Artist agrees that an essential element of this agreement is the skill and creativity of the Artist. The Artist, therefore, shall not assign the creative or artistic portions of the work to another party without the consent of the City. The Artist shall: . Notify the Arts Commission if a significant change occurs in the scope, material, design or siting of the work subsequent to preliminary design approval, and submit the proposed changes for review prior to implementing the changes. . Warrant that the work is an original product of his/her own creative effort. . Guarantee the integrity of the materials and fabrication and installation techniques for a period of seven years after installation. . Specify the limit of the edition if an artwork is selected which can be reproduced as an edition. . Notify City of Bremerton's Arts Commission staff of any changes of address during the project and following completion of the project for as long as the City shall own the artwork. · Provide regular reports to the Arts Commission as to the status of the project during the construction phase. The Artist will allow for studio visits from the Arts Commission as requested by Arts Commission staff. Implementation & Fabrication A. The artwork will consist of: 1) One Stainless steel sculpture between 9' and 10' in height (see attached sketch). The sculpture will have five (5) polished spheres arranged smallest to largest and will be made of highly polished stainless steel. Each of the five spheres will have a single word repeated many times stemming from the "P.R.I.D.E." acronym. Page 12 of 17 2) Courtyard seating consisting of five (5) granite spheres, each 24" in diameter, and one (1) granite bench. B. The total budget shall not exceed $35,000.00 for the fabrication and installation of the artwork. An approved budget is attached as part of this contract. The Artist shall provide all labor and materials necessary to produce and complete a finished work of art; delivery of artwork; and installation of the artwork. C. In the event that the Artist must make changes to the design during the creation of the artwork; the Artist shall present any significant changes in the scope, design, character or medium of the project to the City for approval. Significant aesthetic changes must be approved by the Arts Commission. D. The Artist shall work in coordination with the Arts Commission, Arts Commission staff, and the Chief of Police during the site install for the exact placement of the artwork. E. The Artist will provide information to the City regarding materials and finishes to be used in the creation of the artworks. Substitutions may be requested by the City in the event that the proposed materials do not comply with health and safety issues, ADA requirements or fire code ratings. F. Upon completion of the artwork and prior to final payment, the Artist must: 1. Make public presentations regarding the artwork as requested by the Arts Commission. 2. Provide photographic documentation of the artwork at the completion of the project. Supply high resolution color digital (JPEG) images on a compact disk (CD). 3. Submit a maintenance report for the project to the Arts Commission staff. The report will provide detailed instructions regarding routine and extraordinary maintenance of the artwork, including specifications for any replaceable units or specialty fabricated parts such as tiles, grates, grouts, paint colors, or other surface finishes, plantings, or multiple-cast elements. 4. Register the project and place a copyright notice on or near the project. in the form and manner required to protect copyrights of the project under United States copyright law. If the copyright is registered with the US Copyright Office, the Artist shall provide the City's contract administrator with a copy of the application for registration, the registration number and the effective date of registration. Except as provided in this Agreement, the Artist retains all copyrights in the project including its preliminary design and incidental works created for the Proj ect Page 13 of 17 5. Submit an Artist's statement concerning the artwork purchased under this agreement; and 6. Submit the Artist's professional resume. Page 14 of 17 Exhibit A James Kelsey s c u lpt 0 r 4761 Cottonwood Drive SE Port Orchard, W A 98366 1 - 360 - 871 - 1499 www.jameskelseystudios.com james@jameskelseystudios.com To: . Bremerton Arts Commission Re: Bremerton P.O. Sculpture installation -- Budget update and other requested information Here is the updated information as of our July 19th meeting with the Bremerton Arts Commission. I'm very glad we were able to find a way to go with stone elements instead of cast concrete! SCULPTURE:> . The Stainless steel sculpture will be between 9' and 10' in height and will keep to the basic scale of the original drawing. The Polished Spheres will probably go from smallest to largest as opposed to the smaller-to-Iarger-back- to-smaller that is reflected in the sketch. There will be five (not 4) spheres made of highly polished stainless steel and on each of the 5 will be a single word repeated many times stemming from the "P.R.I.D.E." acronym. SEATING I SPHERES: I will also include 5 Granite spheres 24" in diameter that can act as seating for the Courtyard. The spheres will be inserted into a 2" stainless steel pin that I will install into the courtyard ahead of time. I will drill holes into specific courtyard pavers so the spheres can sit centered on each paver. There will also be a granite bench included in the updated proposal. For the additional $5,000 I can now use Granite instead of the original idea of cast concrete for this element of the installation. Where possible, I will coordinate with the City of Bremerton's Public Works & Utilities for the fabrication of the concrete bases for the primary sculpture and under-courtyard mounting for the spheres. I understand that the cost of the concrete work is included in this $35,000.00 contract. I'll use Art Anderson and Associates in Bremerton to engineer any required elements of this project. Here's the breakdown of costs reflecting the new projected budget: Sculpture (with stainless spheres, engraved words): Granite Seating I benches: Engineering and Installation: $24,000 $11,000 included Total: $35,000 I was also asked to make a suggestion as to a payment schedule in the contract. I would like to see: 50% upon contract signing (for materials and living expenses) 25% at the half-way point as documented by photos of progress. At this point, I should have the Granite elements and Stainless Steel spheres delivered to my studio. 25% upon accepted installation and delivery of all required paperwork (ie: engineer's approval, care and maintenance of sculpture, artist statement, etc...) I believe if we have a 'completed by' date of 6 months from the time of the contract, everything should be done... the big delay would be ordering and delivery of spheres. If you need any other information, just ask. Thank you very much, James E Kelsey I f ! " ..." .'" w~ Exhibit A '''''ii~:~~'~~'IW'' .:., )' ""!"I,:t"!!:J:' . ':>;:.~::-'.... .i." 3. 1. Granite seating sphere (one of five) 2. Granite bench 3. Artist's sketch of stainless steel sculpture. Note: The sculpture will contain five stainless steel spheres. EXHIBIT B: COMPENSATION & PAYMENT SCHEDULE The Artist will be paid a total of$35,000.00 for the scope of work included in this contract. The payments will be made as follows: 1. $17,500.00 upon activation ofthe contract for the purchase of materials. 2. $8,750.00 (upon completion of studio fabrication), no later than December 31, 2007. 3. $8,750.00 upon completion of installation and final acceptance of the artwork, no later than March 31, 2008 At each fee/fabrication milestone outlined above, the Artist will submit a brief written report, which describes project progress to date. The Artist should submit samples of materials if they are available. All Invoices should be mailed or delivered to: Pam Ransier, Clerk City of Bremerton 1 % For the Arts Program 345 - 6th Street, Suite 600 Bremerton, W A 98337 The Artist will submit the final invoice and other documents as are required by this Contract within sixty (60) days of completion of the Scope of Service. Unless waived by the City in writing, failure by the Artist to submit the final invoice and required documents will relieve the City from any and all liability for payment to the Artist for the amount set forth in such invoice or in any subsequent invoice. Page 17 of 17