AGREEMENT FOR COMMISSION OF TEMPORARY PUBLIC ART WORK PVDFEST 2020 THIS AGREEMENT is entered into this ____ day of _____________, 2020, by and between the City of Providence, Rhode Island, a municipal corporation organized and existing under the laws of Rhode Island, through its Department of Art, Culture + Tourism, whose address is 444 Westminster Street, Providence, Rhode Island 02903 (“City” or “ACT”), PVDFest Founding Co-Producer , acting solely in its capacity as fiscal agent of the City for the purposes of this contract, whose address is 275 Westminster Street, #501, Providence, RI 02903 (“First Works”) and ######## (“Artist”) with offices at ##############. . WHEREAS, the City is engaged with Co-producer First Works to implement a signature arts festival, PVDFest; and WHEREAS, the City has implemented Public Art at PVDFest by allocating $ ##### for the establishment and display of three temporary artworks in public places from June 1 through October 31, 2020; and WHEREAS, authority lies with the City to make payments through its fiscal agent, First Works, for the design, execution, fabrication, transportation, installation and deinstallation of these temporary artworks, including payments for the support of an artist selection process, design, execution and/or placement of art; and WHEREAS, the Artist is a recognized artist whose work and reputation make the Artist uniquely qualified to create the Artwork; and WHEREAS, the Artist was selected by the City through a competitive review process adopted by ACT and the Providence Art in City Life Commission to design, execute, fabricate, and install #########Y ( “Artwork”) as described in Exhibit A in a public space located at ############; and WHEREAS, the Artist has submitted a design concept/schematic (the “Design”) with an accompanying budget, pursuant to a competition organized for the procurement of an Artist to design and fabricate a temporary work of art for PVDFest, which was selected and approved by the City; and WHEREAS, the Artist, the City and First Works wish to undertake the obligations outlined in this Agreement; NOW, THEREFORE, in consideration of the above-stated premises and subject to the conditions set forth below, the parties agree as follows: SCOPE OF SERVICES Artist’s Obligations A. The Artist shall perform all services and furnish all supplies, material and/or equipment (excluding heavy machinery necessary for installation and deinstallation) as necessary for the design, fabrication, installation and deinstallation of the Artwork at the Site in accordance with the specified schedule. Services shall be performed in a professional manner and in strict compliance with all terms and conditions in this Agreement. B. The Artist shall determine the artistic expression, design, dimensions and materials of the Artwork, subject to review and acceptance by the City as set forth in this Agreement. C. The Artist has prepared a budget, which includes all goods, services and materials, with such costs itemized. The Budget is attached to this Agreement as Exhibit B. a. The Artist shall keep a log of the Artist’s project hours and shall retain all original receipts pertaining directly to the Artwork. b. If the Artist incurs costs in excess of the amount listed in the Budget, the Artist shall pay such excess from the Artist’s own funds unless the Artist previously obtained approval for such costs from the City (or such costs were the result of actions or inaction of the City). c. The Artist shall provide proof of liability insurance, proof of Workers comp or a waiver for any and all labor during fabrication. D. The Artist has provided a tentative schedule for the fabrication and installation of the Artwork, attached as Exhibit C. The Artist is responsible for the submission of progress reports and inspections, if any. The Schedule may be amended by written agreement with the City. E. The Artist shall be available with reasonable advance notice for meetings, ceremonies and the like, as necessary, including the PVDFest Press Launch and any City Service Meetings, dates to be determined. F. The Artist shall attend a City Service Meeting on_________ 2020. This meeting will be held to ensure that the Artwork as installed will not interfere with the intended use of the Site, pedestrian and other traffic flow, parking, and safety devices and procedures at the Site. The Artist’s proposal shall be approved by ACT and other applicable City departments such as Public Safety, Public Works or Traffic and Engineering and, where appropriate, the project architect to ensure compliance with these objectives. G. The Artist shall prepare structural drawings detailing every physical feature of the construction of the Artwork and its integration with the Site. These drawings shall indicate any risks involved in the construction, integration and maintenance of the Artwork, as well as any third-party subcontractors needed to work on the project. H. Where the City determines appropriate, the Artist shall present such drawings to a qualified engineer, licensed by the State of Rhode Island and paid by the Artist, for certification that the Artwork will be of adequate structural integrity, and the Artist shall provide the City with such certification. I. The Artist shall submit a Final Design to ACT no later than April ##, 2020, to be understood as Exhibit D (forthcoming). J. The Artist shall complete the fabrication of the Artwork by the scheduled installation date as provided in Exhibit C of this Agreement. The Artist shall fabricate and install the Artwork in substantial conformity with the Design. The Artist may not deviate from the approved design without written approval of the City. K. The Artist shall notify the City in writing when fabrication of the Artwork has been completed, and that the Artwork is ready for delivery and installation at the Site if the Artwork was fabricated off-site. L. The Artist shall arrange the transportation, installation and deinstallation of the Artwork in consultation with the City. If the Artist does not personally install the Artwork, the Artist shall supervise and approve the installation and deinstallation. M. The Artist shall provide to the City a list of any and all subcontractors, working at the time of installation and/or deinstallation and will collect and provide Certificate of Insurance and Workers Comp or a waiver to First Works and the City, no later than ########. N. The Artist shall take reasonable measures to protect or preserve the integrity of the Artwork such as the application of protective or anti-graffiti coatings, if applicable, unless the City disapproves. If the Artwork is being constructed on-site, the Artist shall avoid creating nuisance conditions arising out of the Artist’s operations. O. The Artwork must be durable and fireproof, taking into consideration that the Site is an unsecured public space that may be exposed to elements such as weather, temperature variation, and considerable movement of people and equipment. P. Artist must ensure that all maintenance requirements will be reasonable in terms of time and expense and is responsible for the proper care and conservation as determined by the City, and maintenance of the Artwork during the time it is on view. Q. The Artist shall agree to photo release, below. R. The Artist shall provide the City with a set of three digital uncompressed TIFF image files of the Artwork once installed. Photographs must be labeled with the name of the Artwork, the date upon which the photograph was taken, and the viewpoint from which the photograph was taken. The Artist shall also furnish the City with a full written narrative description of the Artwork. S. The Artist agrees to remove and / or supervise the removal of the Artwork at some point between October 31, 2020 and November 3, 2020 unless an Act of God precludes the deinstallation. Artist is responsible for any loss or damage which may occur to Artwork which is not removed within the deinstallation period. City’s Obligations A. The City shall perform all obligations in strict compliance with all terms and conditions in this Agreement. B. Upon signing this AGREEMENT, the City shall provide written proof of permission to install temporary work ################### at ################### for the exhibition period outlined in Exhibit C. C. The City shall be responsible for compliance with all applicable laws and regulations, including but not limited to zoning or environmental regulations, and shall explain any limitations imposed by such laws and/or regulations to the Artist. D. The City shall be responsible for providing the Artist, at no expense to the Artist, copies of existing designs, drawings, reports, list of required permits, and other existing relevant data, if any, which is needed by Artist in order to perform. E. The City shall be responsible for leading the Artist through the required review process. The City shall be responsible for facilitating initial discussion of the Artwork at a City Service meeting on _____, 2020 with review agencies necessary for safety review and for providing the Artist written instructions for the materials presented at such meetings. F. If the review bodies present at the City Service meeting on April ###### require any revisions to the accepted concept Design, the City will submit those in writing to the Artist. The Artist must submit final construction drawings to ACT by ##########. If the review bodies require any additional revisions to the Design, the City will again submit those in writing to the Artist. The Artist will have seven days to comply with such revisions. If agreed upon by both parties, such revisions will become part of the Design. G. The City shall provide liability insurance beginning at the date of installation and ending at the completion of deinstallation, for the dates outlined in Exhibit C. H. The City shall provide and install signage on or near the Artwork containing a credit to the Artist and a copyright notice substantially in the following form: Copyright © [ARTIST, date of installation] I. The City shall not permit any use of the Artist’s name or misuse of the Artwork which would reflect discredit on the Artist’s reputation as an artist or which would violate the spirit of the Artwork, should such use or misuse be within the City’s control. J. The City shall have the right to review the Artwork during its fabrication at reasonable times upon reasonable notice. If the City, upon review of the Artwork, determines that the Artwork does not conform to the Design or Revised Design, the City reserves the right to notify the Artist in writing of the deficiencies. The Artist will promptly cure the City’s objections and will notify the City in writing of completion of the cure. The City shall promptly review the Artwork, and upon approval shall release the next budget installment. If the Artist disputes the City’s determination that the Artwork does not conform, the Artist shall promptly submit reasons in writing to the City within three days of the City’s prior notification to the contrary. The City shall make reasonable efforts to resolve the dispute with the Artist in good faith. However, final determination as to whether the Artist has complied with the terms of this Agreement shall remain with the City. K. The City shall inspect the Artwork within 5 days prior to installation, to determine that the Artwork conforms to the proposed design. In the event that the Artist has installed an artwork that significantly deviates from the proposed and approved design, the City reserves the right to de-install the work effective immediately. K. The City shall promptly notify the Artist of any delays impacting installation of the Artwork. First Works’ Obligations A. First Works shall provide direct payment to the Artist in accordance with Terms of Payment below. MERCHANDISING PROVISIONS The Artist has the exclusive right, but no obligation, to sell souvenirs at the installation/exhibition and retain 100% of the receipts. SECURITY The Artist is responsible for staffing on site during PVDFest exhibition hours. The City agrees to provide adequate security for the Artist and the Artwork during the festival. TERMS OF PAYMENT First Works shall provide 90% of the Public Art at PVDFest commission totaling $9000.00 USD to be paid directly to the Artist no later than March ## 2020. The remaining 10 % totaling $1000.00 USD shall be paid directly to the Artist upon deinstallation of the Artwork, no later than November ## 2020. PHOTO RELEASE By signing this, I consent to and authorize the use and reproduction, in print or electronic format, by anyone authorized by the Department of Art, Culture + Tourism, of any and all photographs which are taken of the Artwork for any publicity and marketing purposes, without compensation. All images (electronic, negatives, positives, together with the prints) are owned by the City of Providence’s ACT Department. I am 18 years of age or older or am the legal guardian of [ARTIST] and have read and understood the terms of this release. Name Signature Date LIMITATION ON LIABILITY The City of Providence hereby disclaims liability for any injury to the Artist or the Artwork sustained on or in any connection with property owned, leased, or operated by the City, its employees or vendors. NON-ASSIGNMENT No party may assign its rights or obligations under this Agreement without the prior written consent of the other parties. BINDING AGREEMENT This Agreement shall be binding upon the parties, their successors, and permitted assigns. NO JOINT VENTURE OR PARTNERSHIP This Agreement shall not be deemed to create a joint venture, partnership, principal-agent, employee or similar relationship between the Artist and the City. ENTIRE AGREEMENT This Agreement represents the entire agreement between the parties with respect to the subject matter and supersedes all other agreements, if any, express or implied, whether written or oral. MODIFICATIONS OR AMENDMENTS No alteration or modification of this Agreement shall be valid unless made in writing and executed by each of the parties. GOVERNING LAW This Agreement shall be governed by the laws of the State of Rhode Island, without regard to conflicts of law principles. COUNTERPARTS This Agreement may be executed in counterparts and all such counterparts shall be deemed to constitute a single agreement, notwithstanding that all parties are not signatories to the same counterpart. IN WITNESS WHEREOF, the parties have executed this Agreement effective as of the date first above written. Artist: LEGAL NAME Date: __________________________________ City: _______________________________ Stephanie Fortunato, Director Department of Art, Culture + Tourism Date: ________________________________ Fiscal Agent: ___________________________ Acknowledged as Fiscal Agent, Kathleen Pletcher, Executive Artistic Director, First Works Date: _________________________________ Approved as to form and correctness: ____________________________ Jeffrey Dana, City Solicitor