Municipal Arts Services Agreement
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SERVICES AGREEMENT
TUMBLEWEED RECREATION CENTER CANOPY
PUBLIC ART PROJECT
THIS AGREEMENT (Agreement) is made and entered into by and between the City of Chandler, an Arizona
municipal corporation (City), and coLAB Studio, LLC, an Arizona limited liability corporation (“Artist”). City and Artist
may individually be referred to as a “Party” and collectively referred to as “Parties.”
RECITALS
A. City seeks the design of public art as more fully described in Exhibit A, which is attached to and made a part of
this Agreement by this reference.
B. Artist is ready, willing, and able to provide the services described in Exhibit A for the compensation and fees set
forth and as described in Exhibit B, which is attached to and made a part of this Agreement by this reference.
C. City desires to contract with the Artist to provide these services under the terms and conditions set forth in this
Agreement.
AGREEMENT
NOW, THEREFORE, in consideration of the premises and the mutual promises contained in this Agreement, City
and Artist agree as follows:
SECTION I: DEFINITIONS
1.1 For purposes of this Agreement, the following definitions apply:
“Agreement” means this legal agreement executed between the City and the Artist.
“Artist” means the individual, partnership, or corporation named in the Agreement.
“City” means the City of Chandler, Arizona.
“Days” means calendar days.
“May or Should” means something that is not mandatory but permissible.
“Shall, Will, or Must” means a mandatory requirement.
SECTION II: ARTIST’S SERVICES
2.1 Artist must perform the services described in Exhibit A to the City’s satisfaction within the terms and conditions
of this Agreement and within the care and skill that a person who provides similar services in Chandler, Arizona
exercises under similar conditions. All work or services furnished by Artist under this Agreement must be performed
in a skilled and workmanlike manner. All materials must be new and of the most suitable grade and quality for the
intended purpose of the work or service.
SECTION III: PERIOD OF SERVICE
3.1 The term of the Agreement is 18 months, commencing on the Effective Date (as described below), unless
sooner terminated in accordance with the provisions herein.
SECTION IV: PAYMENT OF COMPENSATION AND FEES
4.1
Artist’s compensation and fees, as more fully described in Exhibit B, for performance of the services approved
and accepted by the City will not exceed three hundred thousand dollars ($300,000). Artist must submit requests
for payment of services approved and accepted during the previous billing period and must include, as applicable,
detailed invoices and receipts, a narrative description of the tasks accomplished during the billing period, a list of
any deliverables submitted, and any subcontractor’s or supplier’s actual requests for payment plus similar narrative
and listing of their work. All requests for payment must be submitted to the City for review and approval. The City
will make payment for approved and accepted services within 30 days of the City’s receipt of the request for
payment. Artist bears all responsibility and liability for any and all tax obligations that result from Artist’s performance
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under this Agreement.
SECTION V: GENERAL CONDITIONS
5.1
Records/Audit. Records of the Artist’s direct personnel payroll, reimbursable expenses pertaining to this
Agreement, and records of accounts between the City and Artist, if any, must be kept on the basis of generally
accepted accounting principles and must be made available to the City and its auditors for up to three years following
the City’s final acceptance of the services under this Agreement. The City, its authorized representative, or any
federal agency reserves the right to audit Artist’s records to verify the accuracy and appropriateness of all cost and
pricing data, including data used to negotiate this Agreement and any Amendments. The City reserves the right to
decrease the total amount of Agreement price or payments made under this Agreement or request reimbursement
from the Artist following final contract payment on this Agreement if, upon audit of the Artist’s records, the audit
discloses the Artist has provided false, misleading, or inaccurate cost and pricing data. The Artist will include a
similar provision in all of its contracts with subcontractors providing services under the Agreement Documents to
ensure that the City, its authorized representative, or the appropriate federal agency has access to the
subcontractors’ records to verify the accuracy of all cost and pricing data.
5.2
Alteration in Character of Work. Whenever an alteration in the character of work results in a substantial
change in this Agreement, thereby materially increasing or decreasing the scope of services, cost of performance,
or Project schedule, the work will be performed as directed by the City. However, before any modified work is
started, a written amendment must be approved and executed by the City and the Artist. Such amendment must
not be effective until approved by the City. Additions to, modifications, or deletions from this Agreement as provided
herein may be made, and the compensation to be paid to the Artist may accordingly be adjusted by mutual
agreement of the Parties. It is distinctly understood and agreed that no claim for extra work done or materials
furnished by the Artist will be allowed by the City except as provided herein, nor must the Artist do any work or
furnish any materials not covered by this Agreement unless such work is first authorized in writing. Any such work
or materials furnished by the Artist without prior written authorization will be at Artist’s own risk, cost, and expense,
and Artist hereby agrees that without written authorization Artist will make no claim for compensation for such work
or materials furnished.
5.3
Termination. The City and the Artist hereby agree to the full performance of the covenants contained
herein, except that the City reserves the right, at its discretion and without cause, to terminate or abandon any
service provided for in this Agreement or abandon any portion of the Project for which services have been
performed by the Artist. In the event the City abandons or suspends the services, or any part of the services
as provided in this Agreement, the City will notify the Artist in writing, and immediately after receiving such
notice, the Artist must discontinue advancing the work specified under this Agreement. Upon such termination,
abandonment, or suspension, the Artist must deliver to the City all drawings, plans, specifications, special
provisions, estimates, and other work entirely or partially completed, together with all unused materials
supplied by the City. The Artist must appraise the work Artist has completed and submit Artist's appraisal to
the City for evaluation. The City may inspect the Artist's work to appraise the work completed. The Artist will
receive compensation in full for services performed to the date of such termination. The fee shall be paid in
accordance with the payment provisions of this Agreement and as mutually agreed upon by the Artist and the
City. If there is no mutual agreement on payment, the final determination will be made in accordance with the
disputes provision in this Agreement. However, in no event may the fee exceed the fee set forth in this
Agreement nor as amended in accordance with Alteration in Character of Work. The City will make the final
payment within 60 days after the Artist has delivered the last of the partially completed items and the Parties
agree on the final fee. If the City is found to have improperly terminated the Agreement for cause or default,
the termination will be converted to a termination for convenience in accordance with the provisions of this
Agreement.
The City may terminate this Agreement for Cause upon the occurrence of any one or more of the following events:
in the event that (a) the Artist fails to perform pursuant to the terms of this Agreement, (b) the Artist is adjudged a
bankrupt or insolvent, (c) the Artist makes a general assignment for the benefit of creditors, (d) a trustee or receiver
is appointed for Artist or for any of Artist’s property (e) the Artist files a petition to take advantage of any debtor's
act, or to reorganize under the bankruptcy or similar laws, (f) the Artist disregards laws, ordinances, rules,
regulations or orders of any public body having jurisdiction, or (g) the Artist fails to cure default within the time
requested. Where this Agreement has been so terminated by City, the termination shall not affect any rights of City
against Artist then existing or which may thereafter accrue.
5.4
Indemnification. The Artist (lndemnitor) must indemnify, defend, save, and hold harmless the City and
its officers, officials, agents, and employees (lndemnitee) from any and all claims, actions, liabilities, damages,
losses, or expenses (including court costs, attorneys' fees and costs of claim processing, investigation, and
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litigation) (Claims) caused or alleged to be caused, in whole or in part, by the wrongful, negligent or willful
acts, or errors or omissions of the Artist or any of its owners, officers, directors, agents, employees, or
subcontractors in connection with this Agreement. This indemnity includes any claim or amount arising out of
or recovered under workers' compensation law or on account of the failure of the Artist to conform to any
federal, state, or local law, statute, ordinance, rule, regulation, or court decree. The Artist must indemnify
lndemnitee from and against any and all Claims, except those arising solely from lndemnitee's own negligent
or willful acts or omissions. The Artist is responsible for primary loss investigation, defense, and judgment
costs where this indemnification applies. In consideration of the award of this Agreement, the Artist agrees to
waive all rights of subrogation against lndemnitee for losses arising from or related to this Agreement. The
obligations of the Artist under this provision survive the termination or expiration of this Agreement.
5.5
Insurance Requirements. Artist must procure insurance under the terms and conditions and for the
amounts of coverage set forth in Exhibit C against claims that may arise from or relate to performance of the
work under this Agreement by Artist and its agents, representatives, employees, and subcontractors. Artist
and any subcontractors must maintain this insurance until all of their obligations have been discharged,
including any warranty periods under this Agreement. These insurance requirements are minimum
requirements for this Agreement and in no way limit the indemnity covenants contained in this Agreement.
The City in no way warrants that the minimum limits stated in Exhibit C are sufficient to protect the Artist from
liabilities that might arise out of the performance of the work under this Agreement by the Artist, the Artist’s
agents, representatives, employees, or subcontractors. Artist is free to purchase such additional insurance as
may be determined necessary.
5.6
Cooperation and Further Documentation. The Artist agrees to provide the City such other duly executed
documents as may be reasonably requested by the City to implement the intent of this Agreement.
5.7
Notices. Unless otherwise provided, notice under this Agreement must be in writing and will be deemed
to have been duly given and received either (a) on the date of service if personally served on the party to
whom notice is to be given, or (b) on the date notice is sent if by electronic mail, or (c) on the third day after
the date of the postmark of deposit by first class United States mail, registered or certified, postage prepaid
and properly addressed as follows:
For the City
For the Artist
Name: Peter Bugg
Name: Matthew Salenger
Title: Visual Arts Coordinator
Title: Manager
Address: City of Chandler
Chandler Arts Commission
Address: 1614 E Cedar St
Tempe, AZ 85282
P.O. Box 4008, Mail Stop 202
Chandler, AZ 85244-4008
Phone: (480) 782-2696
Phone: 480-326-0541
Email: peter.bugg@chandleraz.gov
Email: matt@colabstudio.com
5.8
Successors and Assigns. City and Artist each bind itself, its partners, successors, assigns, and legal
representatives to the other party to this Agreement and to the partners, successors, assigns, and legal
representatives of such other party in respect to all covenants of this Agreement. Neither the City nor the Artist
may assign, sublet, or transfer its interest in this Agreement without the written consent of the other party. In
no event may any contractual relation be created between any third party and the City.
5.9
Disputes. In any dispute arising out of an interpretation of this Agreement or the duties required not
disposed of by agreement between the Artist and the City, the final determination at the administrative level
will be made by the City Purchasing and Materials Manager.
5.10 Completeness and Accuracy of Artist's Work. The Artist must be responsible for the completeness and
accuracy of Artist's services, data, and other work prepared or compiled under Artist's obligation under this
Agreement and must correct, at Artist's expense, all willful or negligent errors, omissions, or acts that may be
discovered. The fact that the City has accepted or approved the Artist's work will in no way relieve the Artist
of any of Artist's responsibilities.
5.11 Withholding Payment. The City reserves the right to withhold funds from the Artist's payments up to the
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amount equal to the claims the City may have against the Artist until such time that a settlement on those
claims has been reached.
5.12 City's Right of Cancellation. The Parties acknowledge that this Agreement is subject to cancellation by
the City under the provisions of Section 38-511, Arizona Revised Statutes (A.R.S.).
5.13 Independent Artist. For this Agreement, the Artist constitutes an independent Artist. Any provisions in
this Agreement that may appear to give the City the right to direct the Artist as to the details of accomplishing
the work or to exercise a measure of control over the work means that the Artist must follow the wishes of the
City as to the results of the work only. These results must comply with all applicable laws and ordinances.
5.14 Project Staffing. Prior to the start of any work under this Agreement, the Artist must assign to the City
the key personnel that will be involved in performing services prescribed in the Agreement. The City may
acknowledge its acceptance of such personnel to perform services under this Agreement. At any time
hereafter that the Artist desires to change key personnel while performing under the Agreement, the Artist
must submit the qualifications of the new personnel to the City for prior approval. The Artist will maintain an
adequate and competent staff of qualified persons, as may be determined by the City, throughout the
performance of this Agreement to ensure acceptable and timely completion of the Scope of Services. If the
City objects, with reasonable cause, to any of the Artist's staff, the Artist must take prompt corrective action
acceptable to the City and, if required, remove such personnel from the Project and replace with new
personnel agreed to by the City.
5.15 Subcontractors. Prior to beginning any on-site work at City facilities, the Artist must furnish the City for
approval the names of subcontractors to be used on site at City facilities under this Agreement. Any
subsequent changes are subject to the City’s written prior approval.
5.16 Force Majeure. If either party is delayed or prevented from the performance of any act required under
this Agreement by reason of acts of God or other cause beyond the control and without fault of the Party
(financial inability excepted), performance of that act may be excused, but only for the period of the delay, if
the Party provides written notice to the other Party within ten days of such act. The time for performance of
the act may be extended for a period equivalent to the period of delay from the date written notice is received
by the other Party.
5.17 Compliance with Federal Laws. Artist understands and acknowledges the applicability of the Americans
with Disabilities Act, the Immigration Reform and Control Act of 1986, and the Drug Free Workplace Act of
1989. The Artist agrees to comply with these laws in performing this Agreement and to permit the City to verify
such compliance.
5.18 No Israel Boycott. By entering into this Agreement, Artist certifies that Artist is not currently engaged in,
and agrees for the duration of the Agreement, not to engage in a boycott of Israel as defined by state statute.
5.19 Legal Worker Requirements. A.R.S. § 41-4401 prohibits the City from awarding a contract to any Artist
who fails, or whose subcontractors fail, to comply with A.R.S. § 23-214(A). Therefore, Artist agrees Artist and
each subcontractor it uses warrants their compliance with all federal immigration laws and regulations that
relate to their employees and their compliance with§ 23-214, subsection A. A breach of this warranty will be
deemed a material breach of the Agreement and may be subject to penalties up to and including termination
of the Agreement. City retains the legal right to inspect the papers of any Artist’s or subcontractor’s employee
who provides services under this Agreement to ensure that the Artist and subcontractors comply with the
warranty under this provision.
5.20 Covenant Against Contingent Fees. Artist warrants that no person has been employed or retained to
solicit or secure this Agreement upon an agreement or understanding for a commission, percentage,
brokerage, or contingent fee and that no member of the Chandler City Council or any City employee has any
interest, financially, or otherwise, in Artist’s firm. For breach or violation of this warrant, the City may annul this
Agreement without liability or, at its discretion, deduct from the Agreement price or consideration the full
amount of such commission, percentage, brokerage, or contingent fee.
5.21 Non-Waiver Provision. The failure of either Party to enforce any of the provisions of this Agreement or
to require performance of the other Party of any of the provisions hereof must not be construed to be a waiver
of such provisions, nor must it affect the validity of this Agreement or any part thereof, or the right of either
Party to thereafter enforce each and every provision.
5.22 Jurisdiction and Venue. This Agreement is made under and must be construed in accordance with and
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governed by the laws of the State of Arizona without regard to the conflicts or choice of law provisions thereof.
Any action to enforce any provision of this Agreement or to obtain any remedy with respect hereto must be
brought in the courts located in Maricopa County, Arizona, and for this purpose, each Party hereby expressly
and irrevocably consents to the jurisdiction and venue of such court.
5.23 Survival. All warranties, representations, and indemnifications by the Artist must survive the completion
or termination of this Agreement.
5.24 Modification. Except as expressly provided herein to the contrary, no supplement, modification, or
amendment of any term of this Agreement will be deemed binding or effective unless in writing and signed by
the Parties.
5.25 Severability. If any provision of this Agreement or the application to any person or circumstance may be
invalid, illegal, or unenforceable to any extent, the remainder of this Agreement and the application will not be
affected and will be enforceable to the fullest extent permitted by law.
5.26 Integration. This Agreement contains the full agreement of the Parties. Any prior or contemporaneous
written or oral agreement between the Parties regarding the subject matter is merged and superseded.
5.27 Time is of the Essence. Time of each of the terms, covenants, and conditions of this Agreement is hereby
expressly made of the essence.
5.28 Date of Performance. If the date of performance of any obligation or the last day of any time period
provided for should fall on a Saturday, Sunday, or holiday for the City, the obligation will be due and owing,
and the time period will expire on the first day after which is not a Saturday, Sunday or legal City holiday.
Except as may otherwise be set forth in this Agreement, any performance provided for herein will be timely
made if completed no later than 5:00 p.m. (Chandler time) on the day of performance.
5.29 Third Party Beneficiary. Nothing under this Agreement will be construed to give any rights or benefits in
the Agreement to anyone other than the City and the Artist, and all duties and responsibilities undertaken
pursuant to this Agreement will be for the sole and exclusive benefit of City and the Artist and not for the
benefit of any other party.
5.30 Conflict in Language. All work performed must conform to all applicable City of Chandler codes,
ordinances, and requirements as outlined in this Agreement. If there is a conflict in interpretation between
provisions in this Agreement and those in the Exhibits, the provisions in this Agreement prevail.
5.31 Document/Information Release. Documents and materials released to the Artist, which are identified by
the City as sensitive and confidential, are the City’s property. The document/material must be issued by and
returned to the City upon completion of the services under this Agreement. Artist’s secondary distribution,
disclosure, copying, or duplication in any manner is prohibited without the City’s prior written approval. The
document/material must be kept secure at all times. This directive applies to all City documents, whether in
photographic, printed, or electronic data format.
5.32 Exhibits. The following exhibits are made a part of this Agreement and are incorporated by reference:
Exhibit A - Project Description/Scope of Services
Exhibit B - Compensation and Fees
Exhibit C - Insurance Requirements
Exhibit D - Special Conditions
5.33 Special Conditions. As part of the services Artist provides under this Agreement, Artist agrees to comply
with and fully perform the special terms and conditions set forth in Exhibit D, which is attached to and made a
part of this Agreement.
5.34 Non-Discrimination and Anti-Harassment Laws. Artist must comply with all applicable City, state, and
federal non-discrimination and anti-harassment laws, rules, and regulations.
5.35 Licenses and Permits. Beginning with the Effective Date and for the full term of this Agreement, Artist
must maintain all applicable City, state, and federal licenses and permits required to fully perform Artist’s
services under this Agreement.
5.36 Warranties. Artist must furnish a one-year warranty on all work and services performed under this
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Agreement. Any defects in design, workmanship, or materials that do not comply with this Agreement must
be corrected by Artist (including, but not limited to, all parts and labor) at Artist’s sole cost and expense. All
written warranties and redlines for as-built conditions must be delivered to the City on or before the City’s final
acceptance of Artist’s services under this Agreement.
5.37 Non-Exclusive Agreement. This agreement is for the sole convenience of the City of Chandler. The City
reserves the right to obtain like goods or services from another source when necessary.
5.38 Budget Approval Into Next Fiscal Year. This Agreement will commence on the Effective Date and continue
in full force and effect until it is terminated or expires in accordance with the provisions of this Agreement. The
Parties recognize that the continuation of this Agreement after the close of the City's fiscal year, which ends on
June 30 of each year, is subject to the City Council's approval of a budget that includes an appropriation for this
item as an expenditure. The City does not represent that this budget item will be actually adopted. This
determination is solely made by the City Council.
5.39 Forced Labor of Ethnic Uyghurs Prohibited. By entering into this Agreement, Artist certifies and agrees that
Artist does not currently use and will not use for the term of this Agreement: (i) the forced labor of ethnic Uyghurs
in the People's Republic of China; or (ii) any goods or services produced by the forced labor of ethnic Uyghurs in
the People's Republic of China; or (iii) any contractors, subcontractors or suppliers that use the forced labor or any
goods or services produced by the forced labor of ethnic Uyghurs in the People's Republic of China.
This Agreement shall be in full force and effect only when it has been approved and executed by the duly
authorized City officials.
The Parties have executed this Agreement on this
day of
, 2023
(Effective Date).
FOR THE CITY
FOR THE ARTIST
By:
_________________________________________
By:
_________________________________________
Kevin Hartke
Mayor
Matthew Salenger
Manager
APPROVED AS TO FORM:
By:
_________________________________________
City Attorney
ATTEST:
By:
_________________________________________
City Clerk
EXHIBIT A
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SCOPE OF SERVICES
Artist will create a lighted canopy out of a metal framework system of seven 12-foot-tall overhead canopies
with colored metal leaf shapes that will act as a shade structure reflecting a connection between human
and natural ecosystems. The canopy will be located at the Chandler Tumbleweed Recreation Center, 745
E. Germann Road, Chandler, Arizona 85286, in substantially the form presented in Artist’s proposal to the
City and the renderings shown in this Agreement. City will provide footings. Artist must use materials and
application techniques that are a) appropriate for the application and b) able to reasonably withstand exposure
to the elements. Artist will coordinate with the City on a schedule of work to be performed.
Artist will provide a complete set of shop drawings and design plans stamped by a licensed structural engineer
as well as operations and maintenance documentation indicating how the artwork is to be appropriately
operated and maintained by City.
Artist will be responsible for the cleanup of the site on a daily basis, and no tools, paint, supplies, or discarded
materials will remain on-site at the end of each working day. Artist will employ protective measures necessary
to ensure that no adjacent landscaping, flooring, or walls are damaged during the work. Artist will be responsible
for any damage to adjacent landscaping, structures, or floor area, including but not limited to dried paint spots
or smears.
The work must be completed on or before January 15, 2025.
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EXHIBIT B
COMPENSATION AND FEES
The compensation for the project is up to a total stipend of $300,000, which will cover all project costs,
including but not limited to: design, materials, fabrication, transportation, installation, and insurance. City will
pay four separate installment payments to Artist as follows:
$30,000
upon completion of the contract
$120,000
upon approval of the final design, including receipt of 100% complete shop drawings
and engineering plans stamped by a licensed structural engineer
$120,000
upon installation of the artwork
$30,000
upon receipt of operations and maintenance document
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EXHIBIT C
INSURANCE
General.
A. At the same time as execution of this Agreement, the Artist shall furnish the City a certificate of
insurance on a standard insurance industry ACORD form. The ACORD form must be issued by
an insurance company authorized to transact business in the State of Arizona possessing a current
A.M. Best, Inc. rating of A-7, or better and legally authorized to do business in the State of Arizona
with policies and forms satisfactory to City. Provided, however, the A.M. Best rating requirement
shall not be deemed to apply to required Workers’ Compensation coverage.
B. The Artist and any of its subcontractors shall procure and maintain, until all of their obligations have
been discharged, including any warranty periods under this Agreement are satisfied, the insurances
set forth below.
C. The insurance requirements set forth below are minimum requirements for this Agreement and in
no way limit the indemnity covenants contained in this Agreement.
D. The City in no way warrants that the minimum insurance limits contained in this Agreement are
sufficient to protect Artist from liabilities that might arise out of the performance of the Agreement
services under this Agreement by Artist, its agents, representatives, employees, subcontractors,
and the Artist is free to purchase any additional insurance as may be determined necessary.
E. Failure to demand evidence of full compliance with the insurance requirements in this Agreement
or failure to identify any insurance deficiency will not relieve the Artist from, nor will it be considered
a waiver of its obligation to maintain the required insurance at all times during the performance of
this Agreement.
F. Use of Subcontractors: If any work is subcontracted in any way, the Artist shall execute a written
contract with subcontractor containing the same Indemnification Clause and Insurance
Requirements as the City requires of the Artist in this Agreement. The Artist is responsible for
executing the Agreement with the subcontractor, obtaining Certificates of Insurance, and verifying
the insurance requirements.
Minimum Scope and Limits of Insurance. The Artist shall provide coverage with limits of liability not less than
those stated below.
A. Commercial General Liability-Occurrence Form. Artist must maintain “occurrence” form
Commercial General Liability insurance with a limit of not less than $1,000,000 for each occurrence,
$2,000,000 aggregate. Said insurance must also include coverage for products and completed
operations, independent Artists, personal injury, and advertising injury. If any Excess insurance is
utilized to fulfill the requirements of this paragraph, the Excess insurance must be “follow form”
equal or broader in coverage scope than underlying insurance.
B. Automobile Liability-Any Auto or Owned, Hired and Non-Owned Vehicles
Vehicle Liability: Artist must maintain Business/Automobile Liability insurance with a limit of
$1,000,000 each accident on Artist owned, hired, and non-owned vehicles assigned to or used in
the performance of the Artist’s work or services under this Agreement. If any Excess or Umbrella
insurance is utilized to fulfill the requirements of this paragraph, the Excess or Umbrella insurance
must be “follow form” equal or broader in coverage scope than underlying insurance.
Additional Policy Provisions Required.
A.
City as Additional Insured. The policies are to contain, or be endorsed to contain, the
following provisions:
1. The Commercial General Liability and Automobile Liability policies are to contain, or be
endorsed to contain, the following provisions: The City, its officers, officials, agents, and
employees are additional insureds with respect to liability arising out of activities performed
by, or on behalf of, the Artist including the City's general supervision of the Artist; Products
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and Completed operations of the Artist; and automobiles owned, leased, hired, or borrowed
by the Artist.
2. The City, its officers, officials, agents, and employees must be additional insureds to the
full limits of liability purchased by the Artist even if those limits of liability are in excess of
those required by this Agreement.
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EXHIBIT D
SPECIAL CONDITIONS
INTELLECTUAL PROPERTY
City Ownership of Project Documents. All work products (electronically or manually generated) including, but
not limited to: plans, specifications, cost estimates, tracings, studies, design analyses, original drawings,
Computer Aided Drafting and Design (CADD) files which reflect all final drawings, and other related documents
which are prepared in the performance of this Agreement (collectively referred to as "Documents") are to be
and remain the property of the City and are to be delivered to the Project Manager before the final payment is
made to the Artist. In the event these Documents are altered, modified, or adapted without the written consent
of the Artist, which consent the Artist shall not unreasonably withhold, the City agrees to hold the Artist harmless
to the extent permitted by law from the legal liability arising out of the City's alteration, modification or adaptation
of the Documents.
Artist to Retain Copyrights. The copyrights, patents, trade secrets, or other intellectual property rights
associated with the ideas, concepts, techniques, inventions, processes, or works of authorship developed or
created by the Artist, its subcontractors, or personnel during the course of performing this Agreement or arising
out of the Project shall belong to the Artist.
License to City for Reasonable Use. With this Agreement, the Artist and its subcontractors hereby grant a
license to the City, its agents, employees, and representatives for an indefinite period of time to reasonably
use, make copies, and distribute as appropriate the Documents, works, or deliverables developed or created
as a result of the Project and this Agreement. Artist grants to City an exclusive license to reproduce presentation
materials of the Artist’s work produced under this Agreement and a non-exclusive license to publish
photographs, videos, digital images and drawings of the work for advertisements, publicity and promotions for
the City without any additional payment to the Artist or artists. Upon such publication, City will use its best efforts
to ensure that the Artist and/or artist(s) is/are given customary and appropriate identification as the creator of
the work. City allows Artist to publish all materials produced under this agreement for marketing purposes,
including for social media, websites, and marketing purposes.
MODIFICATION OF VARA RIGHTS
To the extent the artwork is covered by the Visual Artists Rights Act of 1990 (VARA), the Artist hereby agrees
that the City can relocate, transfer, remove, or dispose of the artwork at any time if deemed necessary to do so
at the City’s sole discretion without notice to the artist. This section is intended to replace and substitute for the
Artist’s VARA rights. The Parties acknowledge that this Agreement supersedes that law to the extent that this
Agreement is in direct conflict therewith.