Service Solicited - 2021 - Traci Adams - Mace Trail Underpass Mural MACE TRAIL UNDERPASS MURAL AGREEMENT-2021
THIS 1x1ACE TRAIL UNDERPASS MURAL AGREEMENT — 2021 ("Agreement") is
made this day of April, 2021, by, between and among the City of Eagle (hereinafter
"CITY"); and Team Lead Traci Adams (hereinafter "ARTIST"); the aforementioned may
hereinafter be collectively referred to as"The Parties".
DEFINITIONS
A. CITY. For purposes of this Agreement, whenever any representative is identified
for CITY it shall refer to the following individuals or their designee:
CITY Representative shall be an employee of the City Clerk's Office, or their designee.
B. SITE. For purposes of this Agreement, the SITE shall be at the East and West
entrances to the Mace Trail Underpass. See attached hereto as Exhibit A.
C. WORK. As used in this Agreement, unless the context otherwise requires,
"WORK" means the work of art as ultimately conceived and designed by ARTIST, after
consultation with the CITY and the Selection Panel. The WORK includes all physical components
of the complete artwork.
RECITALS
WHEREAS, the CITY has approved the installation of art components onto a section of
the Mace Trail pedestrian underpass entry walls within the City of Eagle, with permission from
the property owner, Idaho Transportation Department(ITD), as a benefit to the public;
WHEREAS,the Eagle Arts Commission budgeted monies for art installation for fiscal year
2020-2021; -
WHEREAS, a Selection Panel comprising of members of the Eagle Arts Commission
selected the ARTIST to design the WORK;
WHEREAS,ARTIST is developing appropriate WORK concepts and designs for the SITE
with advice and direction from the Selection Panel, and guidelines from the CITY to install and
maintain the WORK;
WHEREAS, the final WORK concept and designs must be reviewed and accepted by
CITY and the Selection Panel; and
WHEREAS, CITY approves the contractual relationship with ARTIST to design the
WORK, subject to the terms of this Agreement.
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AGREEMENT
NOW, THEREFORE, in consideration of the mutual promises contained herein, the
Parties agree as follows:
1. Incorporation of Recitals. The above Recitals are a material part of this
Agreement and are incorporated into the terms and conditions of this Agreement by reference as
though they were fully set forth herein.
2. Scope of Services.
2.1 ARTIST shall prepare artwork for the assigned area in whatever medium
the ARTIST chooses,using the guidelines provided by CITY. ARTIST shall determine the artistic
expression, design, and color of the WORK, subject to review and acceptance by the CITY as set
forth in this Agreement.
2.2 The CITY reserves the right to review the ARTIST'S final work and to
request reasonable changes so that the project will meet the project goals as defined by the Eagle
Arts Commission. ARTIST agrees to revise the WORK in consultation with the Selection Panel
and CITY staff, if requested.ARTIST will not sublet or assign any of his or her obligations under
this Agreement that require his or her artistic talents.
3. Compensation and Method of Payment.The total fee to be received by the ARTIST
under this Agreement shall be $7,500.00. This amount shall constitute full compensation for all
services to be performed by the ARTIST, materials necessary, and fees, as described in Section 2
herein. Payment will be provided in one installment and shall be paid to the ARTIST within four
(4) weeks of the mural completion date on June 27, 2021. Payment of ARTIST'S fee under this
Agreement cannot be made until a copy of ARTIST'S W-9 is provided to the City. The CITY
shall be responsible for the disbursement of all payments regarding the ARTIST. However, the
ARTIST shall be responsible for distribution of monies amongst the team. The CITY shall have
no responsibility in the manner or amount the honorarium is distributed amongst the team
members.
4. Time of Performance. The ARTIST shall commence the WORK at 8:00 a.m. on
June 21, 2021 and complete the WORK on June 27, 2021 by 5:00 p.m. The CITY shall grant a
reasonable extension of time to the ARTIST in the event there is a delay on the part of the CITY
in performing its obligations under this Agreement,or due to circumstances and events beyond the
ARTIST's reasonable control or Acts of God that render timely performance of the ARTIST's
services impossible or unduly burdensome despite the exercise of best efforts by ARTIST,or upon
written agreement of the Parties. Failure to fulfill contractual obligations due to conditions beyond
either party's control in such circumstances will not be considered a breach of contract; provided
that such obligations shall be suspended only for the duration of such conditions.
5. Approvals. The ARTIST shall provide designated representatives of CITY
opportunities to review the WORK progress as follows:
The ARTIST will provide initial review of his/her concept and working drawings set forth
in Exhibit B. Final design may be reviewed by the Selection Panel and CITY with the
understanding that the ARTIST agrees to work with CITY and Selection Panel to make changes,
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as necessary, without sacrificing the integrity of the WORK. Subtle design refinements and/or
improvements are left to the discretion of the ARTIST.
6. Compliance with the Law. The ARTIST shall comply with any and all applicable
federal, state,and local laws, statutes, rules, regulations,and/or ordinances.
7. Non-Discrimination. In carrying out the performance of the services designated
herein, the ARTIST shall not discriminate as to race, creed, religion, sex, age, national origin,
sexual orientation or the presence of any physical,mental, or sensory handicap.
8. Indemnification/Risk of Loss. The ARTIST shall indemnify, save, and hold
harmless the CITY and Eagle Arts Commission and any of its employees or agents from any and
all losses, claims, and judgments for damages or injury to persons or property, and losses and
expenses caused or incurred by ARTIST, his servants, agents, employees, guests, and business
invitees,occurring before completion of installation of the WORK and its acceptance by the CITY.
9. Ownership. The design for WORK will be a limited edition of one. The ARTIST
warrants and represents that the WORK transferred by this Agreement has never heretofore been
published or copied and that the ARTIST is the sole owner of all rights therein. The ARTIST shall
retain the copyright and all other rights in and to the WORK,provided that the CITY OF EAGLE
and Eagle Arts Commission are hereby granted an irrevocable license to photographically
reproduce the image of the WORK and to authorize third Parties to photographically reproduce
any and all of the same, as are desired by the aforementioned for educational and public
information purposes only. On each such reproduction the ARTIST shall be acknowledged to be
the creator of the original subject thereof. Upon completion, the WORK shall be owned and
maintained by the CITY,under the direction of the Eagle Arts Commission.The area of which the
WORK is installed is owned by the Idaho Transportation Department,which has final jurisdiction
over what is on the exterior of the retaining wall and may request its removal in the case of
deterioration or vandalism.
10. Public Education. If requested by the CITY, the ARTIST agrees to participate, at
no additional fee, in a public art walking tour event to promote the WORK whenever his or her
box is officially dedicated, should his/her schedule allow attendance; if not, the ARTIST may
designate a representative to attend on his/her behalf.
11. Status of Artist. It is understood and agreed by and between the parties that the
status of the ARTIST shall be that of an independent contractor and of a person retained on a
contractual basis to perform personal or professional services for limited periods of time. The
parties do not intend,nor shall this Agreement be construed,that the ARTIST or any employee or
subcontractor of the ARTIST is an employee, officer, or agent of the CITY for any purpose
whatsoever.
12. Attorney's Fees. If either party brings any action or proceedings to enforce,protect
or establish any right or remedy under the terms and conditions of this Agreement,the prevailing
party shall be entitled to recover reasonable attorney's fees,as determined by a court of competent
jurisdiction, in addition to any other relief awarded.
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13. Governing Law. The laws of the State of Idaho shall govern the validity,
interpretation, performance and enforcement of this Agreement. Venue shall be in the courts in
Ada County, Idaho, unless a change of venue is necessitated due to perceived conflict of interest.
14. Cumulative Rights and Remedies. All rights and remedies here enumerated shall
be cumulative and none shall exclude any other right or remedy allowed by law. Likewise, the
exercise of any remedy provided for herein or allowed by law shall not be to the exclusion of any
other remedy.
15. No Third Party Beneficiary. It is expressly understood and agreed that enforcement
of the terms and conditions of this Agreement,and all rights of action relating to such enforcement,
shall be strictly reserved to the CITY and ARTIST, and nothing contained herein shall give or
allow any such claim or right of action by any other or third person on such Agreement. It is the
express intention of the CITY and ARTIST that any person or entity other than the CITY or
ARTIST receiving services or benefits under this Agreement shall be deemed to be an incidental
beneficiary only.
16. Entire Agreement. This Agreement contains all of the agreements and conditions
made between the Parties hereto and may not be modified orally or in any manner other than by
agreement in writing signed by the Parties hereto or their respective successors in interest.
17. Paragraph Headings.The Agreement and the captions of the various sections of this
Agreement are for convenience and ease of reference only, and do not define, limit, augment or
describe the scope, context or intent of this Agreement or any part or parts of this Agreement.
18. Termination for Cause. If any party willfully or negligently fails to fulfill its
obligations under this Agreement,the other party shall have the right to terminate the Agreement,
the other party shall have the right to terminate the Agreement by giving written notice to the
defaulting party of its intent to terminate and specify the grounds for termination. The defaulting
party shall have thirty (30) days after receipt of the notice to cure the default. If the default is not
cured, this Agreement shall terminate. In the event of termination for non-performance by CITY,
the CITY shall compensate the ARTIST for all phases of the Scope of Services completed by the
ARTIST and any additional services and materials performed or supplied prior to termination;
provided, however, such damages shall be limited to the amount of compensation set forth herein.
In the event of default by the ARTIST, except that caused by the death or incapacity of the
ARTIST, all finished and unfinished drawings, photographs, and other work products prepared
and submitted or prepared for submission under this Agreement shall, at the CITY's option,
become its property, provided that no right to fabricate the WORK shall pass to the CITY. The
ARTIST shall not be relieved of any liability for damages sustained by the CITY by virtue of the
ARTIST's breach of this Agreement and the CITY may reasonably withhold payments due until
such time as the exact amount of damages due the CITY from the ARTIST is determined.
19. Termination for Convenience of CITY. The CITY may terminate this Agreement
for any reason at any time by giving at least fifteen (15) days' notice in writing to ARTIST. If the
Agreement is terminated by CITY as provided herein, the ARTIST shall be compensated for all
phases of the Scope of Services completed by the ARTIST to prior to the date of written notice of
termination, and any additional services and materials performed or supplied prior to termination,
less payments of compensation previously made, not to exceed the amount set forth in Section 4.
If payments previously made exceed the amount of compensation due hereunder, ARTIST shall
immediately refund the unearned balance to the CITY.
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20. Successors and Assigns. All of the terms, provisions, covenants and conditions of
this Agreement shall inure to the benefit of and be binding upon each party and their successors,
assigns, legal representatives, heirs, executors and administrators.
21. Severability. It is understood and agreed by the parties hereto that if any part, term,
or provision of this Agreement is held by a Court to be invalid, illegal or in conflict with any state
or federal law, the validity of the remaining portions or provision shall not be affected, and the
rights and obligations of the parties shall be construed and enforced as if the Agreement did not
contain the particular part,term, or provision held to be invalid.
22. Effective Date. The effective date of this Agreement shall be the date when all
PARTIES have signed this Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day
and year first above written.
ARTIST
Name: Traci Adams
(please print)
Artist address: 1106 D Catlin St.
Simi Valley, CA 93065
® Please check that the artist has submitted a W9 with the contract for payment.
CITY OF EAGLE
Jas n ierce, Mayor
ATTEST: ,,,,
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Tracy E. n �,',I�SEA L ;'
City Cler >' •••rit,Rmro0r:
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Exhibit"A"
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Exhibit"B"
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