CONDITIONS GOVERNING ARTIST SELECTION and EXECUTION OF PUBLIC ART GENERAL: The Mt. San Antonio Community College District (“District”) shall provide a contract for signature in the event you are selected, but the following comments will be included in that contract. All funds allocated for this commission are governed by Mt. San Antonio Community College District. The artist(s) (the “Artist”) is submitting an application for a commission to design, sculpt, and deliver to Art Bronze, Inc. 11275 San Fernando Road, CA 91340 (“Foundry”), a 6’-4” sculpture of former track coach, Hilmer Lodge, including a 6-inch integral plinth and mounting devices for installation. The Artist will be selected via an open Call for Entry by the Mt. San Antonio College Public Art Advisory Council (including representatives from Kinesiology, Athletics, and Dance Division). The Artist is ready, willing and able to render such services as an independent contractor. As used in this Agreement, “Work” means the work of art as ultimately conceived, designed, sculpted, and delivered by the Artist to the Foundry, after consultation with the Mt. San Antonio College Public Art Advisory Council. The Work includes all physical components of the complete artwork including but not limited to associated plinth, and mounting brackets or devices, and all other miscellaneous components necessary to complete the fabrication and installation of the artwork. Mt. SAC will contract separately for the structural engineering services related to the design of concrete pad that sculpture and plinth will attach to and Mt. SAC will construct the pad prior to sculpture installation. If selected, the Artist shall perform all services and furnish all supplies, material and equipment as necessary for the design and execution of the Work, including but not limited to, payments for all necessary taxes, insurance, small tools, Artist consultants, rental equipment, and all other items incidental to producing a complete and acceptable Work, and shall, either directly or through qualified sub-consultants, undertake the delivery of the Work to the Foundry. If selected, the Artist shall determine the artistic expression, scope, and design, subject to review and acceptance by the Mt. San Antonio College Public Art Advisory Council. ARTIST’S PROPOSAL AND DESIGN REVIEW If selected as a round one shortlisted artist, the artist will submit a detailed design of the proposed 6’-4” bronze sculpture and 6-inch integral bronze plinth. An original maquette of the proposed finished sculpture from non-drying clay, a minimum of 18” in height, must be submitted and meet a timeline of five weeks. The Artist shall be solely responsible for designing the Work in compliance with all applicable city, State and/or federal statutes, ordinances, and/or regulations. This includes California Building Code (CBC) and Division of the State Architect (DSA) requirements. Following selection of the Final Artist by the Mt. San Antonio College Public Art Advisory Council, the Artist shall prepare and submit to the District detailed working drawings of the Work and the completed 6’-4” life-sized sculpture and 6-inch plinth made from oil-based or non-drying clay, ready for molding. The Artist shall be solely responsible for designing, sculpting, and delivering the Work to the Foundry in compliance with all applicable city, State and/or federal statutes, ordinances, and/or regulations including CBC and DSA. At any point during the design review, the District may also require the Artist to make such revisions to the design as are necessary for the Work to comply with applicable statutes, ordinances, or regulations of the city, State and/or federal statutes, ordinances, and/or regulations including CBC and DSA. The District may also request revisions in order for the Work to comply with the finally approved conceptual design of the Work or for other practical and/or non-aesthetic reasons. EXECUTION OF COMMISSION After written approval by the District of the Final Design, the Artist shall agree to comply with the project schedule as outlined in the Call for Proposal for the design, completion, and delivery of the sculpture to the Foundry. The Artist shall provide a schedule and terms for payment and submission of progress reports, if any, for approval by the District. After written approval of the schedule and payment terms by the District, the Artist shall sculpt and deliver the Work to the Foundry in accordance with such schedule. The District shall have the right to review the Work at reasonable times during the design hereof. The Artist shall submit to the District progress reports acceptable to the District. The Artist shall present to the District in writing for further review and approval any significant changes in the scope, design, size, material or texture of the Work. The District shall in its sole discretion determine whether a significant change exists. The Artist shall notify the District in writing when design and sculpting of the Work is completed and it is ready for delivery to the Foundry. The Artist shall deliver the completed Work to the Foundry in compliance with the approved schedule. The Artist shall be available at such time or times as may be agreed upon between the District and the Artist to attend an inauguration or presentation ceremony(s) relating to the transfer of the Work to the District or the unveiling of the Work. The risk of loss or damage to the Work shall be borne by the Artist until delivered to the Foundry. The Artist shall take such measures as are necessary to protect the Work from loss or damage until such delivery. The District, at its option, may retain all plans, drawings, slides, photographs, submittals, studies, designs, maquettes and models, and other documents submitted to the District by the Artist. These items, when submitted, will become the property of the District, and the District may, without restriction, make use of such documents for educational, public relations, arts promotional and other non-commercial purposes. The Artist shall not be liable for any damage which may result from any use of said documents for purposes other than those described in this Agreement. COORDINATION AND LIAISON The District Senior Facilities Planner (“Planner”) orders and directs all services under this Agreement and, until otherwise notified by the Mt. SAC President and CEO, is designated as the authorized representative of the District through whom services performed under this Agreement shall be coordinated. The Planner may from time to time direct, in writing, with copy to the Artist, that the authority to coordinate certain day-to-day matters shall be exercised by other District employees, including but not limited to those in Facilities Planning and Management. The Artist agrees that during the term of this Agreement he or she shall fully coordinate all work hereunder as directed by the District, including coordination with Facilities Planning and Management. WARRANTIES: The Artist represents and warrants to the District that the Work submitted in this application is solely the result of the artistic effort of the Artist; if selected for commission, the execution of the Work will be performed in a workmanlike manner; will be free of defects in material and workmanship, including any defects consisting of “inherent vice” or qualities which cause or accelerate deterioration of the Work. OWNERSHIP AND REPRODUCTION RIGHTS: Title to the Work shall pass to the District upon final acceptance. The Artist shall be required to waive rights under the Visual Artists Rights Act; however, the District will provide notice in the event of alteration, sale or donation to third parties, repair of damage, or destruction. If the District at any time decides to destroy the Work, it shall offer the Artist a reasonable opportunity to recover the work at no cost to the Artist, except for an obligation of the Artist to indemnify and reimburse the District for the amount by which the cost to the District of such recovery exceeds the costs to the District of the proposed destruction as determined solely by the District. INDEPENDENT CONTRACTOR: It is expressly understood that Artist is an Independent Contractor. In performance of this Agreement, Artist will determine the method, details, and means of performing the Services, and will, at Artist’s own expense, supply all labor, tools, materials, equipment, supplies, and items necessary to perform the Services. Artist has no authority to bind the District. Artist understands and agrees that Artist, and all of Artist’s employees and agents, shall not be considered officers, employees, or agents of the District, and are not entitled to benefits of any kind or nature normally provided to employees of District or to which District’s employees are normally entitled. Artist assumes the full responsibility for the acts and omissions of its employees and agents. Artist shall assume full responsibility for payment of all federal, State, and local taxes or contributions, with respect to Artist and its employees and agents. NO DISCRIMINATION IN EMPLOYMENT In connection with the performance of work under this Agreement, the Artist agrees not to refuse to hire, discharge, promote or demote, or to discriminate in matters of compensation against any person otherwise qualified, solely because of race, color, religion, national origin, gender, age, military status, sexual orientation, marital status, or physical or mental disability; and further agrees to insert the foregoing provision in all subcontracts hereunder. TERMINATION OR SUSPENSION OF AGREEMENT The District may terminate this Agreement at any time with ten (10) days written notice if the Artist’s services become unsatisfactory to it or if the Project is canceled. The District may otherwise terminate the Agreement without cause, for its convenience, and compensate Artist only for Services satisfactorily rendered to the date of termination. Written notice by the District shall be sufficient to stop further performance of Service by Artist. Notice shall be deemed given when received by the Artist, or no later than three days after the day of mailing, whichever occurs first. 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 District’s sole option become its property, provided that no right to fabricate or execute the Work shall pass to the District. Notwithstanding the previous sentence, the Artist shall not be relieved of liability to the District for damages sustained by the District by virtue of any breach of this Agreement by the Artist, and the District may reasonably withhold payments to the Artist until such time as the exact amount of such damages due the District from the Artist is determined, or exercise all of its other rights hereunder. WHEN RIGHTS AND REMEDIES NOT WAIVED In no event shall any payment by the District hereunder constitute or be construed to be a waiver by the District of any breach of term, covenant, or condition or any default which may then exist on the part of the Artist, and the making of any such payment when any such breach or default shall exist shall not impair or prejudice any right or remedy available to the District with respect to such breach or default. No assent, expressed or implied, to any breach of any one or more covenants, terms, or conditions of the Agreement shall be construed as a waiver of any succeeding or other breach. INDEMNIFICATION: In case of damages resulting from intentional wrongdoing of Artist, Artist agrees to indemnify and hold harmless the District, its trustees, officers, agents, and employees from and against all damages, liabilities, and costs, in law or in equity, including attorneys’ fees and costs, and other legal expenses, including litigation expenses, in any way related to any actions or inaction of Artist or of any Officer, director, agent, or employee of Artist. Except as otherwise provided herein, the District agrees to indemnify and hold Artist harmless for claims and damages resulting from Artist’s performance of ‘Services.’ CONFLICT OF INTEREST Artists with immediate family or business partners on the Mt. San Antonio College Public Art Advisory Council are not eligible to apply. A selection committee member may choose to withdraw from discussion and voting for any apparent conflict of interest. MISCELLANEOUS PROVISIONS The District shall not be liable for any special, indirect, exemplary, punitive, consequential, or incidental damages, including, without limitation, lost revenues, anticipated revenues, or profits relating to the same arising from any claim relating directly or indirectly to this Agreement whether a claim for such damages is based on warranty, contract, or tort even if the Parties are advised of the likelihood or possibility of the same. The failure of the District or Artist to seek redress for violation of, or to insist upon, the strict performance of any term or condition of this Agreement shall not be deemed a waiver by that Party of such term or condition, or prevent a subsequent similar act from again considering a violation of such term or condition. In the event of any dispute, arbitration, or litigation between the Parties arising out of or relating in any manner to this Agreement, including the necessity of either Party to defend any action which has been covered hereby or to prosecute any action to enforce this Agreement, the losing Party shall pay all reasonable costs and expenses including reasonable attorneys’ fees of the prevailing Party and any judgment, decision, or award rendered against either of the Parties may specifically include such reasonable costs, expenses, and attorneys’ fees of the prevailing Party.