HomeMy WebLinkAboutRESOLUTIONS-2009-024-R-09• 24-11-09 4/14/2009
•
A RESOLUTION
Authorizing the Interim City Manager to Sign an Agreement between
the City of Evanston and Jim Brenner for Public Art at
the Custer Street Bridge
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF
EVANSTON, COOK COUNTY, ILLINOIS:
SECTION 1: That the Interim City Manager is hereby authorized and
directed to sign, and the City Clerk hereby authorized and directed to attest on behalf of
the City of Evanston, an Agreement between the City of Evanston and Jim Brenner to
design, execute, fabricate, and install artwork on both sides of the Custer Street
Bridge, a copy of which is attached hereto as Exhibit A and incorporated herein
by reference.
SECTION 2: That the Interim City Manager is hereby authorized and
directed to negotiate any additional terms and conditions of the said Agreement as
determined to be in the best interests of the citizens of Evanston.
SECTION 3: That this Resolution 24-R-09 shall be in full force and effect
from and after the date of its passage and approval in the manner proyided by law.
Atte
R4
Ado
r
rton, Mayor
24-R-09
EXHIBIT A 0
Agreement between the City of Evanston and Jim Brenner for Public
Art at the Custer Street Bridge
•
•
-2-
R
Cultural Arts Division
927 Noyes Street
Evanston, Illinois 60201
T 847.448.8260
TTY 847.328.4080
www.cityofevanston.org
AGREEMENT BETWEEN THE CITY OF EVANSTON AND JIM BRENNER
FOR PUBLIC ART AT CUSTER STREET BRIDGE
THIS AGREEMENT is entered into this day of , 2009 by and beoween the City of
Evanston (hereinafter, "City"), an Illinois municipal corporation, 2100 Ridge Avenue, Evanston, Illinois, and Jim
Brenner (hereinafter "Artist"), an individual, 15 10 W. Fulton Street. Chicato. IL 60607. (address).
RECITALS
WHEREAS, the City has implemented a public art program pursuant to Ordinance 112-0-89 by providing a
mechanism for funding the acquisition of works of art in public places; and
WHEREAS, Custer Street Bridge is an appropriate place for exhibition of public art; and
WHEREAS, the Artist was selected by the City Council upon recommendations from the Arts Council and the
Public Art Committee to design, execute, fabricate, and install an artwork (the "Work") as specified in attachment A to this
document, on both sides of the Custer Street Bridge; and
NOW, THEREFORE, the City and the Artist, in consideration of the mutual covenants set forth below, hereby
agree as follows; having first found the foregoing recitals as fact:
•
ARTICLE 1. DESCRIPTION OF WORK:
AGREEMENT
1.1 The Artist shall design, fabricate and install the following Work of art:
(a) Custer Street Bridge Gateway Steel and 1.ED Arch
The Work, presently untitled, is depicted in Exhibit A, attached hereto and made a part hereof.
1.2 The Work is commissioned for placement on both sides of the Custer Street Bridge, more particularly described in
Exhibit C, attached hereto and made a part hereof Artist understands and agrees that as owner of the Work and
the copyright, the City is not required to display the Work nor is the City required to display the Work on Custer
Street Bridle.
ARTICLE 2. STRUCTURAL ENGINEER'S REPORT ("ENGINEER'S REPORT")
CONDITION PRECEDENT: At the Artist's sole cost, Artist will present a report acceptable to the City from a licensed
structural engineer acceptable to the City evidencing that the Work can be safely attached and safely supported on the
Custer Street Bridge during all weather conditions, if applicable. The City's acceptance of the structural report is a
condition precedent to execution of this Agreement. Artist understands that his/her expenditures for the structured report
will not be reimbursed by the City.
0
ARTICLE 3. SCOPE OF WORK: 9
3.1 Scoae of Services. The Artist shall perform all services and furnish supplies, material, and equipment as necessary
for the design, execution, fabrication, transportation, and installation of the Work at the Site, all as described in
this Agreement and the Exhibits hereto, collectively, "the Agreement."
3.2 Artist's Abilities. The Artist represents and warrants that Artist has the ability, skill, and capability to complete
the obligations he/she hereby undertakes and to do so in accordance with the schedule agreed upon and made a
part hereof.
3.3 Meetines.
(a) The Artist will attend meetings (after signing of this Agreement) at the City's request with City Officials,
Arts Council Members, Staff, community members, and others regarding the Work. The City will
attempt to give Artist ten (10) days advance notice of said meetings. Expenses incurred by the Artist for
these meetings will not be reimbursable from any City source.
(b) The City shall have the right to make at mutually agreeable times on -site visits to inspect the Work at
intervals it deems appropriate.
3.4 Execution of Work. The Artist's schedule for completion of fabrication and installation of the Work with
associated payments is set forth in Exhibit D, attached hereto and made a part hereof. After written approval of
the Schedule by the City, the Artist shall fabricate, transport, and cause and supervise installation of the Work in
accordance with such Schedule, except as it may be amended and mutually agreed to from time to time by the
Artist and the City.
3.5 Delivery and Installation. The Artist shall notify the City twenty (20) business days in advance in writing when
fabrication of the Work and any other services to be performed prior to shipping are completed. The Work shall •
not be shipped without the City having first made an on -site inspection within ten (10) business days after
receiving this written notification from the Artist to determine whether the Work is in compliance with the
specifications set forth in Exhibit A. No shipment. shall be made until after the City notifies the Artist in writing
that the Work conforms to all specifications applicable to date, i.e.. prior to shipment and installation. in the
absence of such approval, the City shall state the deficiencies in writing and Artist shall promptly correct same.
The completed Work shall be delivered and installed in accordance with the Schedule (set forth in Exhibit C),
without interference of the operation of Custer Street Bridge or the businesses adjacent to the site unless annroved
by the Citv of Evanston. The City shall be responsible for all expenses, labor, and equipment to prepare the Site
for timely installation of the Work. The Artist will supervise installation of the Work and will be on -site during
substantially all installation times. Artist will, upon the City's written request therefore, promptly provide the City
with all documentation and information the City determines appropriate for installation of the Work. Artist is
solely responsible for correcting at Artist's cost any damage to the Work which occurs between shipping and the
completion of installation. The City will waive, or, at its sole cost, obtain, all required permits.
3.6 Final Acceptance.
(a) "Final Acceptance" is the phase of this Agreement which occurs after installation of this Work and
receipt by City of all documents Artist is required to provide and performance of all obligations by Artist.
City's approval given as a condition precedent to shipping of the Work does not obligate City to give
final acceptance. After final acceptance, City shall pay Artist the final installment.
(b) The City shall give written notice to the Artist within five (5) business days of discovery thereof of any
and all Artist's failure(s) to perform under this Agreement which prevent City's final acceptance of the
Work.
(c) The City's final acceptance of the Work, if given, shall be made in writing to the Artist within ten (10)0
business days of its decision. Submission to the City of lien waivers from Artist's subcontractors is a
prerequisite to City's final acceptance of the Work.
03.7 Risk of Loss. The risk of loss or damage to the Work shall be borne by the Artist until final acceptance by the
City, and the Artist shall take such measures as are necessary to protect the Work from loss or damage until final
acceptance. Such measures shall include, but not be limited to, providing and maintaining insurance as provided
for, infra.
3.8 Title. Title to the Work shall pass to the City upon final acceptance by the City and full payment to the Artist. In
the event of termination of this Agreement by the City for material breach of its terms by the Artist, the Artist shall
retain all rights of ownership of the Work and copyright and shall have sole right to complete, exhibit, and sell the
Work, provided that he shall first have made full refund to the City of any monies paid to Artist for and in
connection with the Work, full refund of all expenditures of any kind made by the City in enforcing this
Agreement, preparing the Site, and full refund of any and all shipping, storage, and insurance costs and expenses
the City may have incurred in connection with this Agreement or the Work, including payment of all costs and
expenses of the City's removal of the Work from the afore described Site and restoration.
3.9 Material Breach. Shall include, but not be limited to, the Artist's failure to fully perform by the agreed upon time
or any extensions thereof or failure to maintain directly or indirectly through the date of the City's final acceptance
of the Work all insurance required hereby and to provide satisfactory evidence of same to the City within one (1)
business day of the City's written request to do so. The City may, but is not required to, provide Artist an
opportunity to cure any failure to observe the insurance requirements of this Agreement. Except as provided
above for insurance requirements, prior to declaring the Artist in default of the terms of this Agreement, the City
shall give Artist written notice of any breach and an opportunity to cure said breach. The period allowed for cure
shall be no greater than fifteen (15) calendar days. The City, in its sole option, may grant the Artist additional time
to cure.
3.10 Ownershin of Documents. Models. Upon final acceptance, all preparatory drawings, studies, designs, maquettes,
and models prepared and submitted under this Agreement shall become the property of the City, except as may
• otherwise be agreed to by the Artist and the City.
3.11 Convrieht O%vmership. The City shall own the copyright to the Work upon full payment to the Artist as provided
in Article 4.
3.12 Alteration of the Work or of the Site. The City has the unconditional right (1) to remove the Work from public
display, (2) to move the Work to another location, (3) to sell, donate, trade, or exercise any and all other ownership
rights over the Work, including but not limited to the right to not maintain or repair the work or (4) to destroy the
Work. If the City shall at any time decide to destroy the Work, it shall by notice to the Artist offer the Artist a
reasonable opportunity to recover the work at no cost to the Artist, except for an obligation cif the Artist to
indemnify and reimburse the City for the amount by which the cost to the City of such recovery exceeds the�costs
to the City of the proposed destruction as detennined solely by the City.
(a) The Artist understands and agrees that, as to his or her rights in the Work, the provisions of this
Agreement shall supersede the provisions of the Visual Artists Rights Act of 1990 ("VARA"), including
but not limited to `106A and §J 13, as to the Work, and that execution of this Agreement by the Artist
shall constitute a waiver by the Artist, as permitted in 17 U.S.C. § I06(A)(e), as amended, of any and all
rights or protections in the Work, and any uses of the Work whatsoever, set out in or otherwise granted by
VARA including but not limited to § 106A or § 113, or otherwise in the nature of "Droit Moral" under
which artists claim an interest in their work. The Artist's waived rights as described herein are, insofar as
such rights are transferable, assigned to the City.
(b) Artist understands and agrees that installation, maintenance, and removal of the Work may subject it to
destruction, distortion, mutilation, or other modification. The Artist hereby, pursuant to VARA 17 USC
106A(e) as it may be amended, waives any and all rights conferred or which may have been conferred by
• VARA upon the Artist and/or the Work.
(c) The City agrees that it. will not intentionally alter, modify or change the Work, except as may be
incidental to installation, maintenance, and removal of the work. If the City fails to observe this
Subparagraph 3.12. (c), the Artist's sole remedy will be to dissociate his name from the Work, and the
City agrees that it will no longer use the Artist's name or the name of the Work in connection therewith.•
if a plaque is installed identifying the Artist and the Work, as provided in Article 10.1, it shall be
removed at the Artist's option.
3.13 Post/ShiDnint' and Transit. The Artist shall be responsible for the payment of all mailing or shipping charges for
submissions to the City, the costs of transporting the Work to the site and insuring it, as provided for in this
Agreement, until installation is completed and final acceptance has been given by the City, the costs of removal of
the work from the site if the City refuses final acceptance, and the costs of all travel by the Artist and the Artist's
agents and employees necessary for the proper performance of the services required under this Agreement.
ARTICLE 4. PRICE AND PAYMENT SCHEDULE.,: As payment for the services of the Artist and the work, subject to
the conditions set forth herein, the City shall pay the Artist the total sum of $ 50.000 as follows:
4.1 $ 12.500 One quarter (25%) upon the execution of this agreement.
4.2 $ 20.000 Forty percent (40%) upon 50 percent of completion, as evidenced by a sworn written statement from
the Artist, in form and content satisfactory to the City. _
4.3 $ 17.500 Thirty five (35%) after final acceptance by the City, completion of installation, transfer of title to the
City and completion of all acts required of Artist by this written Agreement.
4.4 All payments to Artist will be mailed to Artist within thirty (30) days of receipt of invoices from Artist for above
referenced amounts, pending City Council approval of said payment at a regularly scheduled meeting. A schedule
of these meetings and payment request due dates is attached as Exhibit E.
ARTICLE 5. SALES TAX: The City's Illinois sales tax exempt number is E 9998-1750-04. The sale to the City is •
exempt from Illinois state tax. Any other taxes which may be imposed on the Work, or which Artist may be subject to as a
result of the granting of this Agreement, are the sole responsibility of Artist.
ARTICLE 6. TIME OF PERFORMANCE:
6.1 Duration. The services required of the Artist as set forth in this Agreement shall be completed in accordance with
the completion schedule of the Work as proposed by the Artist and approved by the City in Exhibit C, provided
that such time limits may be extended or otherwise modified by mutual written agreement between the Artist and
the City. Notwithstanding provision of this mechanism for extension or other modification, the City is under no
obligation to agree to extension or other modification, except as provided for in Subparagraph 11.3 as it relates to
incapacity of the Artist. If Artist fails to fully perform all of his obligations under this Agreement by the agreed
upon date of completion or any extensions thereof, Artist will, upon the City's written demand therefore, promptly
refund all monies paid hereunder. Artist will not be entitled to keep any monies whatsoever for work performed or
expenditures made.
6.2 Early Completion of Artist Services. The Artist shall bear any transportation, storage, and other costs resulting
from the completion of his services hereunder prior to the time provided in the schedule for installation.
•
4
ARTICLE 7. WARRANTIES:
7.1 Warranties of Title. The Artist represents and warrants that: (a) prior to final acceptance by the City, the Artist
will have obtained federal copyright protection for the Work; (b) the Work is solely the result of the artistic effort
of the Artist; (c) the Work is unique and original and does not infringe upon any copyright or trademark; (d) that
the Work, or a duplicate thereof, has not been accepted for sale elsewhere; and (e) prior to final acceptance by the
City, the Work will be free and clear of any liens from any source whatsoever.
7.2 Warranties of Oualitv and Condition.
(a) The Artist represents and warrants, that: the physical quality of the Work, as fabricated and. installed, will be
as described and depicted in the design accepted by the City, commensurate with the Artist's reputation and
be substantially of the same physical quality of other public sculpture designed and produced, by the Artist, the
Artist not making any warranty as to the artistic merit of the design; and
(b) The Artist represents and warrants that:
1) the execution and fabrication of the Work will be performed in a workmanlike manner;
2) the Work, as fabricated and installed, will be free of defects in material and worktnansl-ip, including any
defects consisting of "inherent vice" or qualities which cause or accelerate deterioration of the Work; and
3) reasonable maintenance of the Work will not require procedures substantially in excess of those described
in the maintenance recommendations to be submitted by the Artist to the City hereunder.
(c) The Artist shall, at the request of the City, and at no cost to the City, cure reasonably and promptly the breach
of any such warranty which is curable by the Artist or by his enforcement of any warranties cf his vendors and
• which cure is consistent with professional conservation standards (including, for example, cure by means of
repair or refabrication of the Work).
(d) Upon request of' the City, Artist will assign to the City Artist's vendors' warranties for products used in the
Work. A copy of the warranty(s) is attached hereto as Exhibit E, and made a part hereof. ``-he Work will be
fabricated in accordance with manufacturer'(s) recommendations. if the manufacturer(s) fail to honor the
warranty by reason of its assignment, City may make a warranty claim against Artist and Artist must pursue a
warranty claim against manufacturer as though the assignment had not occurred. Artist grants to the City a
lien on any warranty proceeds he receives from the manufacturer(s).
(e) Artist will be solely responsible for all costs incurred by the City or Artist enforcing the warranty. If requested
by the City as a condition to final payment, Artist will provide City with his written assignment and the
receipts from the purchase of warranted products.
(f) The warranties described in this Article 7 shall survive the completion of this Agreement for a period of ten
(10) years. If a breach of a warranty under Article 7 is not reasonably and promptly curable by the Artist, the
Artist is responsible for reimbursing the City for damages, expenses and loss incurred by the City as a result
of a breach of or inaccuracy in a warranty or representation. The City shall give notice to the Artist of any
observed breach with reasonable promptness.
ARTICLE 8. INSURANCE AND INDEMNITY:
9.1 Artist's Pronertv Insurance. The Artist shall maintain all-risk property insurance including the risk of earth
movement on the Work for its full value, and understands and agrees that said insurance, and not the City, shall be
• the source of compensation in the event of damage to the Work from any cause prior to final acceptance by the
City of the Work.
8.2 Other Insurance. Artist shall, at the City's request, provide other insurance in types and limits deemed appropriate•
to the project by the City and including, but not limited to unemployment compensation, workers compensation,
and valuable papers insurance.
8.3 Policv Limits. Artist shall obtain an insurance policy covering the period of this Agreement, from execution
through final acceptance by the City, including coverage of comprehensive general liability insurance and other
appropriate coverage for location of the Work on a public property, in the amount of two million dollars
($2,000,000.00) per occurrence and one million dollars ($1,000,000.00) per person. The City is to be named as an
additional insured on the face of the certificate with an insurance company an A -rating or better. Any changes or
cancellations shall require that the City be notified in writing at least forty-five (45) days prior to the effective date
of the change or cancellation.
8.4 Commencement of Work/Notice of Cancellation of Insurance. The Artist shall not commence work herein until
Artist has obtained the required insurance and has received written approval of such insurance by the City's
Safety/Risk Management Officer. Artist shall not allow any subcontractor to commence work without said
subcontractor(s) first complying with this Article 8 in its entirety. The Artist shall furnish a certified copy of the
policy(s) to the City. The policy(s) shall provide, that in the event the insurance should be changed or cancelled,
such change or cancellation shall not be effective until forty-five (45) days after the City has received written
notice from the insurance company(s). Such notice shall be mailed to the City in care of the Safety/Risk
Management Officer, Law Department, 2100 Ridge Avenue, Evanston, Illinois 60201. An insurance company
having less than an A- Policyholders Rating by the Alfred M. Best and Company, Inc. will not be considered
acceptable.
0
11
8.5 Indemnity. The Artist shall insure the following indemnity agreement: •
Artist shall indemnify, keep and save harmless the City, its agents, officials and employees, against all injuries,
deaths, loss, damages, claims, patent, trademark, and copyright claims, suits, liabilities, judgments, costs, and
expenses, except those attributable to the negligence of the City, its officers and employees, which may in anywise
accrue against the City in consequence of the granting of this Agreement or which may in anywise result there
from, whether or not it shall be alleged or determined that the act was caused through negligence or omission of
Artist, or Artist employees, of a subcontractor or its employees, if any, and Artist shall, at Artist own expense,
appear, defend and pay all charges of attorneys and all costs and other expenses arising therefrom or incurred in
connection therewith, and, if any judgment shall be rendered against the City in any such action, Artist shall at
Artist own expense, satisfy, and discharge the same. Artist expressly understands and agrees that any perforniance
bond or insurance protection required by this Agreement, or otherwise provided by Artist, shall in no way limit the
responsibility to indemnify, keep and save harmless and defend the City as herein provided. The insurance policy
shall contain this language: "In the event of a conflict between this language and the language of any other
insurance policy, this indemnity Language shall control."
ARTICLE 9. REPRODUCTION RIGHTS:
9.1. General. The Artist will obtain and assign all rights in the copyright to the City as a condition precedent to final
acceptance by the City of the Work. The City retains all rights, including but not limited to, copyrights, under all
applicable intellectual property legislation, and all other rights in and to the Work, except as provided in Article
3.12(c). In view of the intention that the Work in its final rendition shall be unique, and owned by the City, the
Artist shall not make any additional exact duplicate, two- or three-dimensional reproductions of the final Work,
nor shall the Artist knowingly allow or cause others to do so except with the prior written permission of the City.
The Artist retains the right to make two-dimensional reproductions of the Work for non-commercial purposes,
including but not limited to, reproductions used in advertising, brochures, media publicity, and catalogues or other
similar publications.
ARTICLE 10. ARTIST'S RIGHTS:
10.1 Identification and Maintenance. The City shall, at its expense, prepare and install at the Site, at street level, a
plaque identifying the Artist, the title of the Work, and the year of completion. The Artist may submit suggestions
to the City for design and content of the plaque. The City shall maintain the plaque for as long as the Work is
displayed.
10.2 Repairs and Restoration. The City shall have the sole right to determine when and if, it will undertake repair,
restoration, and/or maintenance of the Work, and if so, the nature and extent of such repair, restoration, and/or
maintenance. The Artist shall be reasonably available to consult with the City on maintenance issues and
depending on the extent of the artist's services, may be paid a fee for such services as are agreed to in advance by
the City and the Artist and set forth in writing. At the City's sole option, the Artist shall be given the opportunity
to make or personally supervise significant repairs or restorations and shall be paid a reasonable fee for any such
services provided that the City and the Artist shall agree in writing, prior to the commencement of any significant
repairs or restorations, upon the Artist's fee for such services and subject to appropriation by the City of such fee.
Notwithstanding the foregoing, and pursuant to Article 7 of this Agreement, no fee will be paid to the Artist for
any services Artist may render in connection with curing a breach of warranty. If the City declines to follow the
Artist's recommendations for repair, restoration, or maintenance, the Artist's sole remedy will be to dissociate
Artist name from the Work, and the City agrees that it will no longer use the Artist's name or the name of the
Work in connection therewith. If a plaque is installed identifying the Artist and the Work, as provided in Article
10.1, it shall be removed or modified at the Artist's option, with final approval of any modification to rest with the
• City.
10.3 Artist's Address. The Artist shall notify the City in writing of change(s) in Artist's address. The failure to do so,
if such failure prevents the City from locating the Artist, shall be deemed a waiver by the Artist of the right
subsequently to enforce those provisions of this Agreement that require the express approval of the Artist or notice •
to Artist.
10.4 Additional Rithts and Remedies. Nothing contained in this Article 10 shall be construed as a limitation on such
other rights and remedies available to the Artist or the City under the law which may now or in the future be
applicable.
10.5 Artist as Independent Contractor. The Artist shall perform all work under this Agreement as an independent
contractor and not as an agent or an employee of the City. The Artist shall not be supervised by any employee or
official of the City nor shall the Artist exercise supervision over any employee or official of the City.
10.6 Assienment or Transfer of Interest. The Artist shall not assign or otherwise transfer his/her interest in this
Agreement.
10.7 Subcontractine by the Artist. The Artist may subcontract portions of the services to be provided hereunder at the
Artist's expense provided that said subcontractors obtain all insurance required of the Artist under this Agreement
and that said subcontracting shall not affect the design, appearance, visual quality, or overall quality of the Work
and shall be carried out under the personal supervision of the Artist. Artist shall, as a condition precedent to
payment of the final installment pursuant to Article 4, submit a notarized statement to the City listing all persons
or entities who provided services and/or products to Artist in connection with this Agreement and shall provide
lien waivers from all such persons and entities.
10.8 Notices. All notices, requests, demands and other communications which are required or permitted to be given
under this Agreement shall be in writing and shall be deemed to have been duly given upon delivery, if delivered
personally, or on the fifth (5'11) day after mailing if sent by registered or certified mail, return receipt requested,
first-class postage prepaid, as set forth below. Faxed communications are a convenience to the parties, and not a
substitute for personal or mailed delivery.
a. if the City, to: Director of Parks, Recreation & Forestry •
City of Evanston
2100 Ridge Avenue
Evanston, Illinois 60201
Fax (847) 448-8051
Phone (847) 866-2914
with a copy to: Law Department
City of Evanston
2100 Ridge Avenue
Evanston, Illinois 60201
Fax (847) 448-8093
Phone (847) 866-2937
b. if the Artist, at the address first. above %written with a copy to (attorney):
or otherwise by notice served in accordance with this Article.
0
• ARTICLE 11. DEATH OR INCAPACITY OF THE ARTIST:
11.1 The Artist or Representative shall promptly notify the City if Artist becomes ill, disabled, injured, or otherwise
incapacitated (collectively "incapacitated") at any time between the execution of this Agreement and the date of
the final payment due to the Artist under Article 4.
11.2 If the Artist is incapacitated for fewer than two months, the performance schedules set forth in Exhibit C (Article
6.1) shall be modified accordingly.
11.3 If the Artist is incapacitated for more than three months, or it is reasonably inferable frcm the facts and
circumstances that the Artist will be incapacitated for more than two months, the City in consultation with the
Artist, or Artist representative, shall determine whether the Artist can complete and supervise the installation of
the Work within four months after Artist becomes incapacitated. Upon written request of the City, the Artist shall
provide the City with written statements from Artist's physician attesting to his/her ability or inaaility to complete
the Work within four months of the date of notification to the City of his incapacitation. If the Artist cannot
complete the Work and the installation within four months of date of notification to the City by the Artist of his
incapacitation, then the provisions of 11.4 below apply.
11.4. If the Artist dies; and the design of the Work has been completed, this Agreement will be fulfilled at no additional
cost, over the amount set forth in Article 4, by and the Artist shall receive the
appropriate credit for the Work. If the design for the Work has not been completed, the representative of the Artist
shall determine whether the Work and installation can be completed. If the Work and installation cannot be
_completed, Artists estate shall refund any monies paid by City to Artist(s) under this Agreement.
ARTICLE 12. TERMINATION:
•If either party to this Agreement shall substantially fail to fulfill in a timely and proper manner, or otherwise violate, any of
the covenants, agreements or stipulations in this Agreement, the other party shall thereupon have the right to terminate this
Agreement by giving written notice to the defaulting party of its intent to terminate specifying the grounds for termination.
The defaulting party shall have fifteen business (1 5) days after the receipt of the notice to cure default. T'ae non -defaulting
party may, but is under no obligation whatsoever to do so, give the defaulting party one (1) additional period in which to
cure the default, notice of which shall be provided in writing. If the default is not cured, then, at the option of the non -
defaulting party, this Agreement shall terminate. Notwithstanding anything in the foregoing to the contrary, City may
terminate this Agreement without prior notice in the event the City reasonably and for good and sufficient cause determines
that continuation of the Agreement presents an emergency or threat to life, safety, or welfare. In the event of default by the
City, without the fault of the Artist, the City shall compensate the Artist for all services performed and reasonable costs
incurred under this Agreement by the Artist prior to termination, subject to offset of any monies which Artist may owe
City. In the event of default by the Artist, all finished and unfinished drawings, sketches, photographs, and other work
products prepared and submitted or prepared for submission by the Artist under this Agreement shall, at the City's option,
become its property, the right to fabricate or execute the Work shall pass to the City, and the Artist shall assign the
copyright. if obtained at the time of default. to the City. If the copyright has not been obtained at the time of default, Artist
shall waive any such rights Artist may have had in the Work and shall release, indemnify and hold the C-ty harmless from
any claims of copyright infringement. Notwithstanding the previous sentence, the Artist shall not be relieved of liability to
the City for actual damages sustained by the City by virtue of any breach of this Agreement by the Artist, and the City may
withhold payments due to the Artist but not yet paid to the Artist until such time as the exact amount of such damages due
the Citv from the Artist is determined. Artist will promptly, upon demand, return any funds advanced to him by City but not
earned.
0
ARTICLE 13. MISCELLANEOUS:
13.1 Aoolicable Law. The law of Illinois, including its conflicts of law provisions, shall apply to interpretation and
enforcement of this Agreement. Venue shall be within Cook County, Illinois. The parties waive trial by jury.
13.2 Litigation. in the event of litigation or claim(s) against the City arising out of this Agreement by anyone other
than the Artist, the Artist shall cooperate fully with the City, and the Artist shall provide five (5) days of his time
to the City at no charge. Thereafter, the City will compensate Artist at a mutually agreeable rate, not to exceed
_ per diem.
13.3 Severability. In the event any provision(s) of this Agreement are found by a court of competent jurisdiction to be
in violation of applicable law, provision(s) unaffected thereby shall be in effect.
13.4 Entire Agreement. This document represents the entire Agreement between the City and Artist. Any and all prior
agreements, undertakings written and oral, are hereby superseded.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year first written above.
CITY: ARTIST:
By: _...._.__..___...._....._. _
Rolanda Russell, Interim City Manager
Witness Witness
Printed Name of Witness Printed Name of Witness •
Address of Witness Address of Witness
•
•
ATTACHMENT B
DISCLOSURE OF OWNERSHIP INTERESTS
City of Evanston Ordinance 15-0-78 requires all person: (APPLICANT) seeking to do business with the City to provide the
following information with their proposal. Every question must be answered. If the question is not applicable, answer with
"NA".
APPLICANT NAME:
APPLICANT ADDRESS:
TELEPHONE NUMBER:
FAX NUMBER:
CONTACT PERSON
APPLICANT is (Check One) 1. Corporation O 2. Partnership O 3. Sole Owner ( )
4. Association() 5. Other ()
Please answer the following questions on a separate attached sheet if necessary.
• SECTION I - CORPORATION
1 a. Names and addresses of all Officers and Directors of Corporation.
1 b. (Answer only if corporation has 33 or more shareholders.) Names and addresses of all those shareholders owning
shares equal to or in excess of 3% of the proportionate ownership interest and the percentage of shareholder
interest. (Note: Corporations which submit S.E.C. form I OK may substitute that statement for the material required
herein.)
lc. (Answer only if corporation has fewer than 33 shareholders.) Names and addresses of all shareholder and
percentage of interest of each herein. (Note: Corporations which submit S.E.C. form 10K may substitute that
statement for the material requested herein.)
-11-
•
SECTION 2 - PARTNERSHIP/ASSOCIATION/,IOINT VENTURE
2a. The name, address, and percentage of interest of each partner whose interests therein, whether limited or general, is
equal to or in excess of 3%.
2b. Associations: The name and address of all officers, directors, and other members with 3% or greater interest.
SECTION 3 - TRUSTS
3a. Trust number and institution. •
3b. Name and address of trustee or estate administrator.
3c. Trust or estate beneficiaries: Name, address, and percentage of interest in total entity.
SECTION 4 - ALL APPLICANTS - ADDITIONAL DISCLOSURE
4a. Specify which, if any, interests disclosed in Section 1, 2, or 3 are being held by an agent or nominee, and give the
name and address of principal.
•
-12-
• 4b. If any interest named in Section 1,2, or 3 is being held by a "holding" corporation or other "holding" entity not an
individual, state the names and addresses of all parties holding more than a 3% interest in that "holding"
corporation or entity as required in I (a), 1(b), I (c). 2(a), and 2(h).
4c. If "constructive control" of any interest named in Sections 1,2, 3, or 4 is held by another party, give name and
address of party with constructive control. ("Constructive control' refers to control established through voting
trusts, proxies, or special terns of venture of partnership agreements.)
• 1 have not withheld disclosure of any interest known to me. Information provided is accurate and current.
Date
•
Title
ATTEST:
Signature of Person Preparing Statement
Notary Public
(Seal)
Corporate Seal
-13-
lam
AFFIDAVIT OF MIMEBE STATUS
of
(Title of Affiant)
execute this affidavit on behalf of this firm. I
hereby certify that:
1. This firm is a: (Check One Only)
(Name of Firm)
(Name of Affiant)
, and have authority to
:.
Minority Business Enterprise (MBE) (A firm that is at least 51% owned, managed and
controlled by a Minority.)
Women's Business Enterprise (WBE) (A firm that is at least 51% owned, managed
and controlled by a Woman.)
Evanston Business Enterprise (EBE) (A firm that is principally located in Evanston.)
•
2. COPIES OF ALL MBE, WBE OR DBE CERTIFICATIONS HAVE BEEN ATTACHED.
1 The following information will be provided upon written request, through the prime contractor or, if no •
prime, directly to the City of Evanston
a) actual work performed on any project and the payment thereof; and,
b) any proposed changes, in the status of the firm which would render this affidavit null and void.
c) further verification of the indicated status
Please note: the City of Evanston references 49 Code of Federal Regulations
Part 26 to evaluate compliance with the provisions of this Specification for M/W/EBE Participation.
Signature:
(Signature of Affiant)
This instrument was acknowledged before me on this
by
(or other authorized officer) of
(Firm Name)
(Notary Public Signature)
Commission Expires:
day of
as President
Date:
Corporate Seal (where appropriate)
Notary Seal
-14-