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Home My WebLink AboutFresno Arts Council - Agreement - 07-18-2022DocuSign Envelope ID: 9773A0BD-AC10-4486-BC83-71801 EEF01 CD CONTRACT BETWEEN FRESNO YOSEMITE INTERNATIONAL AIRPORT/ CITY OF FRESNO AND FRESNO ARTS COUNCIL This Contract, effective as of July 18, 2022, is made and entered into by and between The City of Fresno/Fresno Yosemite International Airport (Contractor), a corporation whose office is located at 4995 E. Clinton Way, Fresno, CA 93727-1525 ; to be represented by Henry Thompson-Director of Aviation, whose office is 4995 E. Clinton Way, Fresno , CA 93727-1525 and Fresno Arts Council, Inc. (FAC), a California a 501 (c)3 corporation with offices at 1245 Van Ness Ave, Fresno, CA 93721. RECITALS Contractor has determined the need for certain Art related services for public art at the Fresno Yosemite International Airport, and FAC has agreed to provide the same in accordance with the terms and conditions contained herein . Therefore, for the consideration hereinafter set forth, and other good and valuable consideration, the receipt and sufficiency of which the parties by their signatures below affirm, the parties do mutually agree as follows. TERMS The foregoing recitals are incorporated herein for all purposes as if fully set forth. 1. SERVICES AND PERFORMANCE SCHEDULE FAC shall perform the services set forth in Exhibit A, Scope of Services , Performance Schedule, and Compensation (the "Services"), in accordance with the performance schedule established therein. FAC shall include in the Call to Artists that the selected artist shall execute a waiver of moral rights to the public art on a fonn acceptable to the Contractor. 2. INDEPENDENT CONTRACTOR FAC is an independent contractor and is not in a joint venture, partnership, principal agent, or employer-employee relationship with the Contractor. As such, FAC shall be solely responsible for the means, methods, techniques, sequences, and procedures utilized in the performance of the Services, and shall have sole direction and control over its employees, agents, servants, and lower-tier subcontractors. FAC, consistent with its status as an independent contractor, shall not hold itself out as , or claim to be, an officer, agent, representative , or employee of the Contractor, or allow its personnel to do so . 3. SUBCONTRACT F AC shall enter into an agreement as necessary with the selected artist or artist collective Page 1 of 6 DocuSign Envelope ID: 9773A0BD-AC10-4486-BC83-71801 EEF01 CD to complete the mural as proposed in their submission and shall oversee and manage the mural preparation and installation as necessary. Nothing contained in this Contract or otherwise shall create any contractual relation between the Contractor and Subcontractors, and no subcontract shall relieve FAG from their responsibilities and obligations under this Contract. FAC's obligation to pay its Subcontractor is an independent obligation from the Contractor's obligation to make payment to FAC. As a result, the Contractor shall have no obligation to pay or enforce payment of any money to the subcontractor. 4. COMPENSATION FAG shall perform the Services for the fixed price/lump sum amount of SEVEN THOUSAND AND NO/100 DOLLARS ($7,000.00). 5. INVOICES FAG shall submit its invoice to the Contractor promptly upon completion of all Services and obligations under the Contract. For services satisfactorily rendered in accordance with the terms of this Agreement, and upon receipt and approval of the invoices by the Contractor, the Contractor agrees to compensate FAC with a lump sum payment of $7,000.00 for a Call for Artists, which includes, but is not limited to administration and processing, and the remaining funds for a completed mural with a not-to-exceed amount of $35,000.00 upon completion of services as described herein. 6. PAYMENT Contingent upon FAC's submittal of a proper invoice and supporting documentation, the Contractor shall pay those undisputed amounts due and owing within 10 days. 7 . INSURANCE The Contractor and FAC shall maintain insurance at their own cost and expense for the duration of this Contract. FAC does not provide insurance and will be held harmless in any subsequent contracts or subcontracts that the Contractor may enter into as a result of this agreement. 8 . NOTICES All required notices shall be given in writing, signed by the party giving notice, and delivered to the following address. Page 2 of 6 DocuSign Envelope ID : 9773AOBD-AC10-4486-BC83-71801 EEF01 CD CONTRACTOR FRESNO ARTS COUNCIL Fresno Yosemite International Airport 4995 E. Clinton Way Fresno, CA 93727-1525 Attention: Henry Thompson Director of Aviation Hen[Y .Thomi;ison(@.fresno .gov Fresno Arts Council, Inc. 1245 Van Ness Ave Fresno, CA 93721 Attention: Lilia G . Chavez Executive Director Lilia(@.fresnoartscounci l.og 9. ENTIRE AGREEMENT This Contract, consisting of this document and, Exhibit A, represents the entire and integrated agreement between Fresno Yosemite International Airport and the Fresno Arts Council and supersedes and replaces all prior and contemporaneous inducements, understandings , agreements, arrangements, negotiations, and representations, whether written or oral, with respect to the subject matter hereof. This Contract may not be modified except in writing, by an amendment signed by the parties hereto. [Signatures follow on the next page.] Page 3 of 6 DocuSign Envelope ID : 9773A0BD-AC10-4486-BC83-71801 EEF01 CD IN WITNESS WHEREOF, FAC and Contractor have duly executed this Contract at Fresno, California, effective as of the date first written above. FRESNO YOSEMITE INTERNATIONAL AIRPORT By: [~"fu~fS~IA, He ~0ry8Tifompson Director of Aviation CITY OF FRESNO, A C · Q.t[J@,JJU,l nicipal corporation By: G~E~ Gregory Barfield Assistant City Manager APPROVED AS TO FORM : RINA M. GONZALES Inter" Cjl ¥.t}Uprney By: f7riMA,klA, (,Jlu- Bran on . ·ollet Senior Deputy City Attorney ATTEST: TODD STERMER, CMC City Cl ~Jl.\1g oe dby : FRESNO ARTS COUNCIL By ~ mo~eshvez ec utive Directo r (If corporation or LLC ., Board Chair, Pres. or Vice Pres .) By: -£~f!,~~~~1a ◄ 9 POTl Name: Olga Nunez Title: _Board Treasure (If corporation or LLC., CFO, Treasurer, Secretary or Assistant Secretary) Date 8/8/2022By:(r:~.~.j~ Date Deputy Page 4 of 6 DocuSign Envelope ID: 9773AOBD-AC10-4486-BC83-71801EEF01CD EXHIBITS: Exhibit A -Scope of Services and Performance Schedule Page 5 of 6 DocuSign Envelope ID : 9773AOBD-AC10-4486-BC83-71801 EEF01 CD EXHIBIT A SCOPE OF SERVICES AND PERFORMANCE SCHEDULE FAC shall perform the following Services and shall complete the Services according to the following schedule: Task 1: Request for Proposals a. FAC shall prepare the Call to Artists b. FAC shall identify a list of artists to receive the Call to Artists c. FAC shall coordinate and facilitate a pre-proposal meeting Task 2: Art Selection Committee Formation a. FAC shall, in conjunction with the Contractor, identify three (3) to (7) people to serve on the Art Selection Committee. b. FAC shall contact and obtain commitments from at least three (3) members to serve on the Art Selection Committee. Task 3: Art Selection Meetings a. FAC shall coordinate up to four (4) meetings for the selection of art. Coordination refers to scheduling meetings to meet members' availability, identifying a location for the meeting, facilitating the meeting, and preparing a record of the meeting. b. The four (4) meetings are expected to consist of the following general agendas: • Meeting 1: Orientation to the project (project background; development and or review of the Call to Artist) • Meeting 2: Review of proposals received from artists; select up to three (3) artists for more refined proposals. • Meeting 3: Presentations from finalists; select artist(s) • Meeting 4: Contingency meeting if necessary Task 4: Subcontract a. FAC shall subcontract with the selected artist as an agent of the CONTRACTOR to provide artist payment for the project. Deliverables: • Art Selection Committee Membership • Coordination and facilitation of up to four (4) Art Selection Committee meetings • Scope of Work for Public Art Call to Artists • Coordinate and facilitate a pre-proposal meeting • Subcontract selected Artist Due: Work to be completed within §_months of full execution of this contract Page 6 of 6