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98-638Council File # � � 3� Green Sheet # `�� 1�� Presented By Referred to Committee: Date �� 1 2 3 4 5 6 7 WHEREAS, the City of Saint Pau1 has provided certain capital improvements to its Western Park, including new children's play area, pedestrian walks, landscaping and park furniture, and WHEREAS, the City, the Fuller/AUrora neighborhood and Public Art Saint Paul have together planned said park improvements to accommodate the temporary exhibition of up to twenty large scale sculptures, to be known as the Western Park Sculpture Exhibition Program, and 8 WHEREAS, the City and the Fuller/Aurora neighborhood wish to retain the 9 services of Public Art Saint Paul to Eund, coordinate and manage the Western 10 Park Sculpture Exhibition Program through an Exhibition Agreement to be made 11 between the City and Public Art Saint Paul, and 12 WHEREAS, Public Art Saint Paul has the knowledge, skills and abilities, 13 and the resources necessary to fund, coordinate and manage said Exhibition 14 Program, 15 NOW THEREFORE BE IT RESOLVED, that the Council of the City of Saint Paul 16 hereby authorizes and directs the proper City officials to enter into an 17 Exhibition Agreement with Public Art Saint Paul for the funding, coordination 18 and management of the Western Park Sculpture Exhibition Program. Requested by: � .. . . - - . � � � A ��_\ � � Adopted by Council: Date ��q0 � � Adoption Certified by Counci5 Se etary By •.. By: RESOLUTION GITY OF SAINT PAUL, MINNESOTA Form Approved by City Attorney B y : --�� ( I�� `�� DEPARTMENT/OFFICE/COUNqL DAiEINITIATED GREEN SHEET �� NO. 63890 Parks and Recreation June 26, 7998 CONfACTPERSONANDPHONE INITIAL/�ATE INRIAL/DATE John Wirka . 266-6411 � � OEPARTMENTDIflECTOR 4 CITYCOUNqL ASSIGN NUMBERGO ? CfiYATTOFNEY CIT'CLERK MU5f BE ON COUNCIL AGENDA BY (DATE1 �UTNG ORDEft FINANCIAL SERVICES DIR. FINANCIAL SERV/ACCTG .1u1y 8, 1998 3 MAY00.(pftAS5t5iA 5 Parksand Recreaeon TOTAL30FSIGNATUftEPAGES � (CLIPALLLOCATIONSFORSIGNq7Upp ACTION REpUE5iED: Approval of Council Resolution authorizing agreement between the City and Public Art Saint Paul for the Western Park Sculpture Exhibition Program. RECOMMENDATIONS: Approve �A1 or Reject �RI PEftSONAL SERVICE CONTFqCiS MUSTANSWER Tf¢ FOLLOWRJG QUESTIONS: _PLANNING COMMISSION _CIVIL SERVICE COMMISSION �, Has [his persoNfirm ever worketl untler a contract for this department? CIB COMMRTEE YES NO A STAFF 2. Has this persoNfirm ever been a city employee? DISTRICTCOUNQL �'ES NO — — 3. Does this persoNfirm possess a skill not mrmally possessed by any current ciry empioyee? SUPPOftTS WHICH COUNGIL OBJECTIVE? YES NO Explain all yes answers on aepamte sheet antl attach to green sheet. INITIATING PRO&.EM, ISSUE, OPPORTUNITY IWho, What, When. Where, Whyl: Parks and Recreation, the FullerlAurora neighborhood and Public Art Saint Paul have worked together to develop a Sculpture Exhibition Program at the recently redesigned Western Park. This agreement provides for Public Art Saint Pauf's funding, coordination and management of the Program. Sculptures are selected for the Program by an advisory panel composed of representatives of Parks and Recreation, the Fuller/Aurora Block Club, and the art community. ADVqNTAGES IF APPROVE�: Cou�� ResA�rch �:��:� Sculpture Exhibition Program can proceed to installations in July '98. JUL � '� DISADVANTAGESIFAPPqOVED: None �E�E,tVE'is ._ - _.—.-- ---�._. _..._-__.. V. �._ JUL 1 199� �� ; DISADVANTAGESIFNOTAPPROVED: '�i^Z °�� 2g'ggg Sculpture Exhibition Progrem cannot proceed. �' �� TOTAL qMOUNT OF TRANSACTION S NA COST/REVENUE BUOGE(ED (CIRCLE ON� YES NO FVNDWG SOURCE ACTNITY NUMBER UP�L.[ C V�!1 �T FINANCIAL WFORMATION: (EXPLAIN� .lUL 0 21996 � EXHIBITION AGREEMENT REVIEW COPY Dat$ (v 2 (.� � � `�� -( 3 $ This agreement (the "Agreement") is made effeciive June 1,1998, by and between: The City of Saint Paut, a municipal corporation of the State of Minnesota, ("the Cit�') and Public A�t Saint PauT, a non profit corporation, of 46 East 4th Street, Minnesota Building, Suite 828, Saint Paul, Minnesota, 55101 ("PASP"). RECITALS A. The City has allocated capital funds for the redevelopment of Saint Paul's Westem Park (the "Site") and, in response to the request of the Fuller/Aurora neighborhood and PASP, has designed the Site to accommodate the temporary exhibition of up to 201arge-scale sculptures ("Works," individually called "[Nork"). B. Ttuough its 20 by 2000 public art fundraising campaign, PASP wishes to fund and coordinate a Westem Park Sculpture E�ibiflon Program (the "Exhibition Program") on the Site in cooperation with Saint Paul Parks and Reaeation and the Fuller/Aurora neighborhood. Each individual component of the overall Exhibition Program (a "Show ') will have its own selection of W orks and term of display. C. It is intended that the Exhibitien Program will form the basis for educational and outreach activities (the "Outreach Program") for the community's young people and for city residents and visitors. D. Funds are being raised by PASP from a variety of private and public sources to cover costs associated with adininistration, coordination, and implementation of both the Exhibition and Outreach Programs. E. The City and PASP have established an Exhibition Program Advisory Panel (the "Panel") to advise the City and PASP on issues related to the design, development and implementation of Exhibition and Outreach Programs. F. The City and PASP wish to enter into an Agreement that defines the scope of the E�ibition and Outreach Programs and the terms and conditions for implementing those Programs on the Site. TERMS OF AGREEMENT For good and valuable consideration, acknowledged to be suffident, the parties hereby agree as follows: Exhibifion Agreement Page 1 of 13 °1�S -�38- A. Grant of Permission The City heteby grants PASP permission to install and curate the E�ibition Program on the Site and to conduct an Outreach Prograzn on the Site on the terms and conditions set out in this Agreement B. The Exhibifion and Outreach Pmgrams Under the terms of this Agreement, PASP will plan and implement a sculpiure Exhibition Program and a related Ouizeach Prograzn for Saint Paul's Westem Sculpture Park. PASP will conduct the following implementation activities in connection with the Exhibition and the Outreach Programs: 1. Definition of Exhibitian anci Outreach Programs and T'heir Implementation Processes. The attached E�ibit A describes the scope and character of the Exhibition and Outreach Programs and the processes for implementation of these Prograzns. 2. Implementation of Exhibition Curatorial Process. PASP will nnplement a curatorial process to be approved by the Panel and City, such process to indude: a. development and dissenunation of a public Call to Artists for submissions of pre-existing Works proposed by artists for inclusion in the Exhibition Program; b. processing and screenuig of proposals submitted by artists, with consideration given to the following requirements: (1) Works uuluded in the Exhibition Program must be pre-e�sting or be able to be assembled on the Site, (2) Unless otherwise agreed to in writing by the City, Works will not be constructed or fabricated an the Site, (3) Works will be evaluated for their quality as works of art and for their appropriateness for the public setting. Special consideration will be given to issues of safety, stability and durability. c. presentation of proposed Works to the Panel for its selection of those to be included in each Show that is part of the Exhibition Program; d. presentation of the Panel's recommendations to the City, for its approval of the proposed Works to be included in each Show that is part of the E�ibition Program; e. response to and communications with artists regarding the outcomes of the selection process. 3. Implementation of the Exhibition Pragram Process a. PASP will design the installation of approved Works on the Site, identifying a speafic place within the Site (Location) for each Work in each Show. b. PASP will present the installation design, noting sculpture Locations, to the City for City`s approval. Exhibition Agreement Page 2 of 13 9sr-�3� c. PASP will communicate with exhibiting artists and will secure from each artist whose Work is to be included in the Exhibition Program an executed Sculpture Exhibition Agreement in the form attached hereto as Exh�it B. d. PASP will provide to the City an installation schedule for each Show and will coordinate with the City the delivery, installaiion, and de-installation of Works to be exhibited e. PASP will make subcontract arrangements with reputable service providers for transportation of the Works to the Site. f. PASP will coordinate, oversee and participate in all aspects of the installation and assembly of the Works on the Site (the "Installation"), including: (1) inspecting Works upon delivery, to ensure that they meet the conditions established for the Exhibition Program and the terms of contracts with e�chibiting artists and transportation providers; (2) providing an inspection report to the City; (3) placing, installing and assembling each Work at its designated Location; (4) inspecting the installed Works on a monthly basis, and/or as requested by the City, to assess the integrity of the installation and condition of the Works over time; (5) removing Works from the Site and retuming them to their artists, per the terms of the applicable Sculpture Exhibition Agreement to be executed by each artist and PASP. 4. Proaision of materials and labar. PASP will provide all materials and labor to complete the scope of work described herein, including those to install the Works selected for the Exhibition. It is understood that PASP will utilize the services of subcontractors, at its own expense, in connection with the scope of work outlined herein, but will be responsible for the integrity of the overall E�ibiiion and its Installation. 5. Outreach. PASP will develop and implement an Outreach Program that will include tours of the Exhibition and art classes on the Site. PASP will provide an Outreach Program outline and schedule to the City. Program Documentation and Promotion. PASP will document and promote the Exhibition and Outreach Programs, including. a. photographing each Show that is part of the Exhibition Program, documenting the installation process, and providing views of the individual Works installed in the site, and of the Show overalL PASP will provide a selected set of docum.entation photographs to the City for its record; b. producing Exhibition and Outreach Program flyers, brochures, press releases and other promotional materiaLs. Exhibifion Agreement Page 3 of 13 q8 -`3� 7. Sculpture Maintenance. PASP will require the exhibiting artists to warrant that their Works will not require any extraordinary maintenance or cleaning during the term of the installation of the Works on the Site. C. City Support for the Exhibition In support of the Exhibition, the City will assume the following responsibilities: 1. Pane[ Representntive. The City will designate a representative to serve on the PaneL 2. App�aoals. The City reserves the right to approve the definition of the E�ibition and Outreach Programs (Exhibit A), the curatorial process proposed by PASP and the Panel (Section B.2 above), the Works recomm.ended by the Panel (Section B.2.d), and the Installation designs proposed by PASP (Section B.3.b), said approvals not to be unz'easonably withheld or delayed 3. Participation. The City will participate in Exhibition and Outreach plaiuung by providing (to the extent of its lmowledge and ability) advice and information as necessary to properly install the Woiks exhibited and conununicate accurate information about the Site, its design and its history. 4. Mainfenance. The City will continue to provide maintenance of the Site in accordance with its standard utanitenance practices for public park azeas, but the City is under no obligation to maintain the Works installed on the Site. Removal of Warks. The City will have the right to order the removal of any Work installed on the Site by written notice to PASP stating the reason for the removal. Within ten (10) business days after receipt of such notice, PASP will cause the subject Work to be removed from the Site. The City agrees to reimburse PASP for any reasonable costs incurred in connection with the removal of such Work and for the transportation of the Work to its owner. D. Schedule, Installation Acceptance, and Expenses 1. $chedule. The schedule for E�ibition and Outreach Programs is set out in E�ibit C to ffus Agreement. Each pazty will use its best efforts to achieve the milestones and target complerion dates set out in this schedule. 2. Acceptance. When PASP has completed the Installation of the Works in a particular Show, PASP may request a final written approval by the City of the Installation of that Show. The City will not unreasonably withhold its approval and will, within 15 business days after the request, either provide such approval or a written statement detailing its reasons for withholding the approval. PASP will promptly remedy any deficiencies properly identified by the City and then may request a final written approval, which will not be unreasonably withheld or delayed. 3. Program Expenses. Except as otherwise specifically stated herein or as agreed in writing by the City, all artist stipends, materials, installation, travel and incidental Exhibition Agreement Page 4 of 13 9�' expenses incurred by PASP in production of the Exhibition and Outreach Programs will be the responsibility of PASP. E. Warcanties, Risk of Loss, Indemnities and Insurance Warranties. a. PASP represents and warrants that: (1) it has all necessary authorities to enter into this Agreement; (2) it is not a party to any pre�xisting agreement which would be the cause for any breach of this Agreemen# or render this Agreement impracticable by PASP; (3) as of the date of this Agreement, PASP is not aware of any ttueatened or pending claims or suits alleging facts inconsistent with the foregoing PASP representations. b. PASP further wanants that the Exhibition and Installalaon services it provides (either directly or through subcontractors) will be free from defects in materials and workmv�ship. This warranty will not include conditions which arise out of vandalism or misuse. In the event of breach of this warranty, PASP's sole liability will be the workinanlike repair or replacement of the affected portions of the Installation with conforming elements. c. It is recognized that the Sculpiure E�ibition Agreement (E�ibit B), to be signed by artists whose Works will be included in the Exhibition, includes wananties by artists relative to the quality and integrity of the Works. PASP makes no wananties, and specifically disclaims any warranties, with respect to the Works provided by such artists. d. The City represents and wanants that: (1) it has all necessary authorities to enter into this Agreement (2) it is not a party to any pie�xisting agreement which would be the cause for any breach of this Agreement or render this Agreement impracticable by the City. 2. Risk of Loss and IndemniHes. a. The risk of loss or damage to the Site will remain with the City, except to the extent the loss or damage is attributable to the negligent or intentional acts of PASP or its subcontractors in connection with the transportation and Installation of the Works. Once the completed Installation of a Show that is part of the Exhibition Program has been approved by the Ciry (per Section D.2 above), the total risk of loss or damage to the Site will be with the City. b. It is recognized that the Sculpture Exhibition Agreement to be executed by each artist whose Work is included in an Exhibition provides that the risk of loss or damage to the Work will remain with the artist, except to the extent that loss or damage is directly due to the negligent or intentional acts of (1) PASP or its Exhibition Agreement Page 5 of 13 9�r-�38' subcontractors in connection with the transportation or Installation of the Work, or (2) the City in connection with the maintenance of the Site. c It 9s acknowledged by both parties that the Works will be installed in a public place and will be accessible by members of the public. Once a Show that is part of the Exhibition Prograni and its Installation have been accepted by the City, the City will t responsibility for, and defend, indemnify and hold PASP (as well as PASP's agents, employees and subcontractors) harmless against any and all claims or suits alleging personal uyuries or property damage arising out of accidents associated with the Show, the Works included in the Show, and the Installation of the Show and the Works, except to the extent that the acadent is (1) attributable to a patent defect in the Work (in which case the Sculpture Exhibition Agreement applies to make the artist responsible), or (2) subject to the PASP indemnity in Seclion d.2 (b) below. d. For all other claims and suits relating to the E�ibition, the Works in the Exhibition Program, and the Installation of the Works : (1) ArEisf Indemnities. It is recognized that the Sculpture Exhibition Agreement obligates the artist to defend, indemnify and hold PASP and the City (as a third party beneficiary) hannless against various clauns and suits, including those relating to intellectual properties, mechaiucs liens, and intentional and negligent acts and omissions. (2) PASP Indemnities. PASP agrees to defend, indemnify and hold the City (and its officers, agents and employees) harmless against any and all clauns or suits arising from (a) any mechanics or material supplier liens arising out of the Installarion, (b) the intenrional or negligent acts or omissions of PASP or its of£icers, agents, employees or subcontractors in connection with the Installation of a Show or in the performance of this Agreement, or (c) PASP's material breach of any of the terms or provisions of this Agreement. This indemnity will not apply to the extent the claim or cause of action arises out of the negligence or intentional acts or omissions of an artist or the Ciry or its officers, agents or employees. (3) City IndemniHes. The City agrees to defend, indemnify and hold PASP and the artists who have executed Sculpture Exhibition Agreements (and their respective agents, employees and subcontractors) harmiess against any and all claims or suits arising from {a} the intentional or negligent acts or omissions of the City or its officers, agents, employees or subcontractors in connection with the maintenance of the Site or the performance of this Agreement, or (b) the City's material breach of any of the terms or provisions of this Agreement� This indenuuty will not apply to the extent the claim or cause of action arises out of the negligence or intentional acts or omissions of the party seeking indemniry or its officers, agents or employees. e. The City recognizes and agrees tl�at the artists whose Works will be included in the E�ibition Program and PASP's subcontractors are third party beneficiaries of the indemnity provisions of this Section. The parties fiuther acknowledge Exhilrition Agreement Page 6 of 13 `1�-G3 B' that the City is a third party benefidary of the indemnities granted by such aztists such subcontractors in their respective agreements with PASP. 3. Insurance. a. PASP agrees that in order to protect itself as well as the City under the indemnity provisions contained in Section E.2.d(2) above, it will obtain and lceep in force, at its expense, during the term of this Agreement a policy of general liability insurance of not less than $750,000 per occurrence and will not exclude explosion, collapse, and underground property damage, and not contain an aggregate policy limit. On or after January 1, 2000, general liability of $1,000,000 per occurrence will apply. b. Ttie general liability caverage will contain an endorsement naming the City as additional named insured as to acts cominitted by PASP for which the City could be held resgonsible. c. Promptly following the execution of this Agreement, PASP will furnish a Certificate of Insurance evidencing compliance with this Section, which certificate will become part of this Agreement as Exhibit D. The insurance policy will contain a provision requiring thirty (30) days notice of cancellation or change of the policy. d. PASP will require its subcontractors during the term of their agreement with PASP to (1) obtain and keep in force policies of general liability insurance identical to those required for PASP under this Section and (2) upon the City's request, fumish Certificates of Insurance evidencing compliance with this Section e. PASP will likewise require that artists whose Works are included in an Exhibition (1) either obtain and keep in force policies of general liability insurance identical to those required for PASP under this Section or be named as an additional named insured on the PASP insurance descxibed in this Section, and (2) upon the City's request, furnish Certificates of Insurance evidencing compliance with this Section F. Coardination and Relationship Coordination. a. The City of Saint Paul, Division of Pazks and Recreation, is designated to adininister this Agreement, and all approvals, notices to proceed and other written direciions required will be given by the Superintendent of Pazks and Reaeation or his designee. b. PASP designates its President to admntister this Agreement, and all notices and other communicalaons required will by given by the President. 2. Relationshiq. For the purpose of this Agreement, PASP will be deemed an independent contractor and not an employee or agent of the City. Any and all employees, subcontractors, or agents of PASP will not be considered employees or agents of the City. Exhilrition Agreemenf Page 7 of 13 �g-cs� G. Other Pmvisions 1. Term and Terrnina#mt. a. This Agreement will 2iave an initial term of two years and thereafter will be subject to successive automatic annual renewals unless either pariy provides the other with written noiice of non-renewal at least 90 days in advance of a renewal period. b. Either party may terminate this Agreement in the event the other party faiLs to cure a material breach of any obligation hereunder more than 30 days after written notice of such breach ("Cause"). c. This Agreement may be terminated immediately by PASP upon written notice to the City in the event the E�ibition or Outreach Program is prevented or materially altered by actions beyond the reasonable control of PASP. d. Upon tennuiation of this Agreement, PASP will prompUy arrange the orderly de-installation of all Works in any then-standing Show. In the event this Agreement is terminated for Cause by PASP or without Cause by the City, the City will bear the reasonable cost of such de-installation. In any other case of termination, such costs will be borne by PASP. e. All provisions which are by their nature continuing will survive tP*�+�nation of tiva Agreement. 2. Assignmettt. Any assignments of this Agreement by one pazty without the eupress written mutual consent of the other party will be void. 3. Entire Agreement. This Agreement represents the entire agreement between fihe parties and the provisions of this Agreement will supersede all prior oral and written commitments, contracts and understandings with respect to the subject matter hereof. The reatals at the begiiuung of this Agreement are incorporated herein by reference. 4. Amendments. This Agreement may be amended only by an instrument in writing executed by all parties hereto. 5. Goaerrting Law. This Agreement is aclmowledged to have been made in and will be construed in accordance with the ]aws of the State of Minnesota. Any action to enforce the obligations created by this Agreement will be brought before a court of competent jurisdiction within the State of Mnutesota, Ramsey County. T11e prevailing pariy in any such action will be entitled to recover its costs and expenses thereof, including reasonable attomeys fees. 6. Constructiort. Should any paragraph, sentence, or any portion of a pazagraph or sentence of this Agreement be judicially held to be invalid, unenforceable, or void, such holding will not liave the effect of invalidating or voiding the remainder of such sentence, paragraph or the Agreement Exhibition Agreement Page 8 of 13 q�-G38' IN WITNESS WHEREOF, the parties hereto have executed this Agreement effective as of the day and year first above written. PUBLIC ART SAINT PAUL TIiE CITY OF SAINT PAUL ("PASP") ('The City) by by Eggum, Mayor by by ' tine M. Podas-Larson, President Director, Finaztcial Services by Superintendent, Parks and Recreation Approved as to Form by Assistant City Attorney Exhibifion Agreemenf Page 9 of 13 Rxhi A EXHIBTTION PROGRAM SUNIMARY q$-G�� Saint Paul's Westem Sculpture Park Exhibition Program will feature up to ZO ]arge scale original Works of sculpture. The opportunity to e�ibit Works is open to artists from throughout the worid through an annual open call to artists to propose pre�xisting Works for inclusion in the Bxtubition Program. Individual components of the overall E�iibition Program (the "Shows'), will each tiave its own selection of Works and term of display. An advisory panel, composed of representatives of Saint Paul Pazks and Recreation, the Fullet Aurora Block Qub, and the art community will oversee the Exhibition Progxam's planning and implementation, providing recommendations for action and approval to the City and PUBLIC ART SAINT PAUL. The inaugural Show, scheduled to open in the suminer of 1998, will consist of 12 to 15 Works. Subsequenfly, new Works will be added to the Exhibition Program at the rate of approximately 5 each yeaz, replacing Works that will rotate out of the Exhibition Program. Works will be selected for their quality as works of art and for their appropriateness for this public setting. Special consideration will be given to issues of safety, stability, and durability. Works exhibited will be either pre-e�sting or able to be assembled on the site. They will not be constructed or fabricated from scratch on the site. PUBLIC ART SAIN'T PAUL will contract with the City (the owner of Western Park) for permission to install and e�chibit Works in Western Pazk and to conduct related community Outreach activities. Through its 20 by 2000 campaign, PUBLIC ART SAIIVT PAUL will raise the funds to support plaiuung and implementation of the Exhibition and Outreach Programs. PUBLIC ART SAINT PAUL will contract with: 1) a qualified and experienced sculpiure exhibition plazuter and designer to serve as Saint Paul's Westem Sculpture Park Exhibition program curator. The curator's responsibilifies will include Installafion of the Works in the Park and removal of Works from the Pazk at the end of their Exhibition term; 2) artists for the exhibition of their Works. Each artist will each be paid a stipend for the loan of W ork for the Exhibition Program; 3) transportation contractors for delivery of Works of art to the Park and for retum of the Works at the end of their term of display; 4) a qualified and euperienced sculptor and art educator to seroe as Outreach coordinator. Job responsibilities will include engaging artists, azt educators, and arts organizations to implement the Outreach Program. Exhibitian Agreement Page 10 of 13 �� -�3� �b�t s SCULPTURE EJCHIBTTION AGREEMENT Exhibition Agreement Page 11 of 13 q8-638' SCULPTURE EXHIBITION AGREEMENT This agreement (the "Agreement") is made effective between: Public Art Sair� Paul, a non-profit corporation, of 46 East 4th Street, Minnesota Building, Suite 828, Saint Paul, Minnesota, 55101 (PASP); by and and Artist). an individual, of (the RECTTALS A. The City af Saint Paul (the "City") has allocated capital funds for the redevelopment of Saint Paul's Westem Pazk (the "Site"), a property owned by the City, and, in response to the request of the Fuller/Aurora neighborhood and PASP, has designed the Site to accommodate the temporary e�ibition of up to 201azge-scale sculpiures ("4Vorks" individually called "WorK'). B. Through its 20 by 2000 public art fundraising campaign, PASP wishes to fund and coordinate a Westem Pazk Sculpiure Exhibition Program (the "Exhibition Program") on the Site in cooperatian with the City and the Fuller/Aurora neighborhood. Each individual component of the overall Exhibition Program (a "Show") will have its own selection of Works and term of display. C. The City has granted PASP permission to install and curate the Exhibition Program and to conduct an Outreach Program on the Site. D. The City and PASP have established an Exhibition Advisory Panel (the "Panel") to advise the City and PASP on issues related to the design, development and implementation of the Exhibition and Outreach Programs. E. The Artist is a sculptor who has created a work of art (the "Sculpture '), described below, and wishes to have the Sculpture included among the Works in the Exhibition Program. F. The parties wish to define the terms and conditions under which the Sculpture will be included in the Exhibition Program. TERMS OF AGREEMENT For good and valuable consideration, acknowledged to be sufficient, the parties hereby agree to the following. Sculpture Exhibition Agreement Page 1 of 11 g8-�38' 1. Sculpture: This Agreement applies to the following Sculpture, which has been created by Title: Dimensions: (Height, Width and MateriaLs: Approximate Weigh�: Artist's Telephone Number: _ Term of E�ubition: The Panel has selected and approved the above-described Sculpture for inclusion in the Exhibition and for exhibition on the Site. There are to be no subsritutions for the approved Sculpture without the prior written approval of PASP. 2. Exhibition Agreement The Artist hereby agrees to loan the Sculpiure to PASP for display in the Exhibition Program for the Term of E�ibikion described above. PASP will arrange to e�ubit the Sculpture in the Exhibition Program, subject to the terms and conditions set out in this Agreement. T'he Term of Exhibition may be extended or reduced by written agreement between PASP and the Artist. 3. Terms and Conditions: The following terms and conditions apply to the inclusion of the Sculpture in the Exhibition Program: a. Transportation and Installafion of the Sculpture. The Artist shall work with PASP's Exhibition Program Curator (the "Curator") to: (1) arrange for transportation of the Sculpture to the Site. The Artist is responsible for loading the Sculpture on to the transportation vehicle and for confirming with PASP, via the attached form (Exhibit A: Loading Condiiion Confirmation), that the Sculpture is in good and displayable condition at the time it is loaded on to the vehicle; (2) provide complete, detailed instructions for the proper and safe installation of the Scuipture in the Site. Such instructions must assure that the Sculpture can be installed by PASP so as to be completely stable and safe. Installation of the Sculpture will be implemented by PASP and its subcontractors based upon the Artist's instructions. The Artist may pazticipate in the installation of the Sculpture, at the ArtisYs expense; (3) arrange for removal of the Sculpture hom the Site at the end of the Term of Exhibition and for return transportation of the Sculpture to the Artist. The Artist is responsible for unloading of the Sculpture from the transportation vehicle and for accepting, via the attached form (Exhibit B: Sculpture Retum Acceptance), the retum receipt of the Sculpture. b. Acceptance. When the Sculpture has been delivered to the Site, PASP has received the signed Loading Condition Confirmation, and the Sculpture has been installed according the Artist's instructions, PASP will grovide a written acceptance of the Sculpture Exhibition Agreement Page 2 of II 98-�38 receipt and installation of the Sculpture. PASP sliall not unreasonably withhold its acceptance and will, within 15 business days after receipt and installation of the Sculpture, either provide such approval or a written statement detailing its reasons for withholding the approval. T'he Artist shall promptly remedy any defidencies properly identified by PASP and then request a final written approval, which chall not be unreasonably withheld. c. Exlu7rition Program Documentation, p�omotion and Outreach The Artist shall provide PASP with a biography and with nanative information about the Sculpture for use in Exhibition Program.documentation, pmmotion and the Outreach Program. d. Payment. For the loan of the Sculpture for exhibihon in Western Sculpture Pazk, PASP will pay the Artist an honorarium of $2,000, payable in thzee installinents: (1) $1,000 upon PASP's receipt of delivery of the Sculpture to the Site, receipt of the Artist's I.oading Condition Confirmakion and PASP's acceptance of the receipt and installation of the Sculpture; (2) $500 when the Sculpture has been on exhibition in the Site for one-half of the Term of Exhibition; (3) $500 upon removal of the Sculpiure from the Site, retum delivery of the Sculpture to the ArHst, and PASP's receipt of the Artist's Sculpture Retum Acceptance (which shall not be unreasonably withheld or delayed). e. Warranties. (1) The Artist represents and wanants to PASP and the City that: (a) the Sculpture is the original product of the Arlist's own creative effort and Artist owns all right, title and interest in and to the Sculpture; (b) the Artist is not a party to any pre-existing agreement which would be the cause for any breach of this Agreement or render this Agreement impracticable by the Artist; (c) the Sculpture will, at the time of execution of this Agreement, be free and clear from all liens, including those from material suppliers and subcontractors, (d) as of the date of this Agreement, the Artist is not aware of any threatened or pending claims or suits alleging facts inconsistent with the foregoing Artist representations; (e) the Sculpture will, at the time of its loading on to the transport vehicle, be free from material defects which cause or accelerate the destruction or deterioration of the Sculpture; (f) the Sculpture will not require any extraordinary maintenance or cleaning during the Term of Exhibition; (g) The Artist has all necessary authorities to enter into this Agreement. Sculprure Exhibition Agreement Page 3 of 11 ° ��'��8" (2) The Arhst further warrants to PASP and the City that the Sculpture will be free from defects in materia]s and workmanship and, at the time of its loading on to the transport vehicle, will be in good condition It is understood that this warranty will not include conditions which arise out of vandalism or misuse once delivery of the Sculpture to the Site has been accepted by PASP. In the event of breach of this warranty, the sole liability of the Artist will be the worl�anlike repair or replacement of the affected portions of the Sculpture with confornvng elements. (3) The Artist will not permit (and will prompfly disctiarge) any liens or encumbrances against the Sculpiure atlributable to Artist. (4) It is recognized that PASP will be contracting with a Curator for the installation of the Sculpture on the Site, and that PASP's contract with the Curator includes warranties by the Curator relative to the installation of the Sculpture. The Artist makes no warranties, and specifically disclaims any wananties, with respect to the quality or integrity of such installation, other than those respecting instructions provided by Artist for installation of the Sculpture. The Artist wanants that those instructions will be accurate and sufficient to allow safe and proper installation of the Sculpture. (5) PASP represents and wanants that: (a) it has all necessary authorities to enter into this Agreement; (b) it is not a party to any pre-existing agreement which would be the cause for any breach of this Agreement or render this Agreement impracticable by the PASP. f. Title, Risk of Loss and Indemnities. (1) The Artist will retaitt title to the Sculpture at all times. Neither PASP nor the City will have any obligation to purcY�se the Sculpture. (2) The risk of loss or damage to Sculgture will be borne by the Artist at all times except to the extent that loss or damage is direcfly due to the negligent or intentional acts of {1) PASP or its subcontractors in connection with the transportaiion or installation of the Sculpture, or (2) the City in connection with its maintenance of the Site. (3) The cantract between the City and PASP provides that the risk of loss or damage to the Site will remain with the City, except to the extent the loss or damage is attributable to the negligent or intentional acts of PASP or its subcontractors (including the Artist) in connection with the transpoztation and installation of the Sculptures. The contract between the City and PASP further provides that once the compieted installation of a particular Show that is pazt of the Euhibition Program has been approved by the City, the total risk of loss or damage to the Site will be with the City. (4) It is acknowledged by both parties that the Sculpture will be installed in a public place and will be accessible by members of the public. The contract Sculpture Exhibition Agreement Page 4 of 11 q�—c 3 b'r between PASP and the City provides that once a Show and its Installation liave been accepked by the City, the City will take responsffiility for, and defend, indemnify and hold PASP (as well as PASP's agents, employees and subcontractors [including the Artist]) harmless against any and all claims or suits alleging personal injuries or property damage arising out of accidents associated with the Exhibition, the Works uuluded in the Show (including the Scuipture that is the subject of this Agreement), and the installation of the Exhibition and the Works (including the Sculphue), except to the extent that the accident is attributable to a patent defect in the Sculpture, in which case the Artist will be responsible. (5) For all other clauns and suits relating to the E�ibition Program, the Works included in its individual Shows, and the Installation of Works: (a) Artisf Indemnifies. The Artist agrees to defend, indemnify and hold PASP and the City and their respective officers, agents, subcontractors and employees harmless against any and all claims or suits arising from (a) any claim that the Sculpture infringes on the copyright, patent or other proprietary rights of any third person, (b) any breach of Artist's warranty respecting mechanics or material supplier liens, (c) the Artist's inteniional or negligent breach of any other of the terms or provisions of this Agreement, or (d} any other negligent act or omission of the Artist or the ArtisYs employees or subcontractors in the performance of this Agreement. This indemnity shall not apply to any indemnitee to the extent that the claim or cause of action arises out of the negligence of that indemnitee or its officers, agents or employees. (b) PASP Indemnities. PASP agrees to defend, indemnify and hold the Artist (and the Artist's agents, employees and subcontractors) harmless against any and all claiuvs or suits arising from (1) PASP's intentional or negligent breach of any of the terms or provisions of this Agreement, or {2) by any other negligent act or omission of PASP or PASP's officers, agents, employees or subcontractors in the performance of this Agreement. This indemnity shall not apply to the extent the claim or cause of action arises out of the negligence of the Artist or the ArtisYs agents or employees or subcontractors. (c) City Indemnities. It is acknowledged that the contract between the City and PASP provides that the City will defend, indemnify and hold PASP, the Artist, and the other artists whose Works aze included in the E�ibition (and their respective agents, employees and subcontractors) harmless against any and all claims or suits arising from {a) the intentional or negligent acts or omissions of the City or its officers, agents, employees or subcontractors in connection with the maintenance of the Site or the performance of this Agreement, or (b) the City's material breach of any of the terms or provisions of its Agreement with PASP. This indemnity will not apply to the extent khe claim or cause of action Sculpture Exhibition Agreement Page S of 11 °I�- � � arises out of the negligence or intentional acts or omissions of the party seeking indemnity or its officers, agents or employees. (b) PASP and the Artist recognize and agree that the City, the other artists whose Works will be included in the Exhibition Program, the subcontractors of PASP, and the officers, agents and employees of each are third party beneficiaries of the indemnity provisions of this Section. g Ittsurance. (1) Artist agrees that in order to protect itself as well as PASP, the City, and others under the indemnity provisions contained in Section 3.f above, Artist will obtain and keep in force, at Artist's expense, during the term of this Agreement a policy of general liability insurance of not less than $750,000 per occurrence and will not exclude explosion, collapse, and underground property damage, and not contain an aggregate policy limit. On or after January 1, 2000, general liability of $1,000,000 per occunence will apply. (2) The general liability coverage will contain an endorsement naming PASP and the City as additional named insured as to acts committed by the Artist for which the Arkist could be held responsible. (3) The Artist will fumish a Certificate of Insurance evidencing compliance with this Section, which certificates will become part of this Agreement as Exhibit C. The insurance policy will contain a provision requiring thirty (30) days notice of cancellation or change of the policy. (4) The Artist will require its subcontractors during the term of their agreement with the Artist to (1) obtain and keep in force policies of general liability insurance identical to those required for the Artist under this Section and (2) upon the request of PASP or the City, fumish Certificates of Insurance evidencing compliance with this Section. (5) The ArHst will likewise require that its subcontractors (1) either obtain and keep in force policies of general liability insurance identical to those required for the Artist under this Section or be named as an additional named insured on the Artists insurance described in this Section, and (2) upon the request of PASP, fumish Certificates of Insurance evidencing compliance with this Section D. Coordination and Relationship 1. Coordination. PASP's President is designated to administer this Agreement, and all approvals, notices to proceed and other written directions required sYiall be given by the President or her designee. 2. Relafionship. For the purpose of this Agreement, the Artist shall be deemed an independent contractor and not an employee or agent of PASP. Any and all employees, Sculpture Exhibition Agreement Page 6 of Il �$-L38 subcontractors, or agents of the Artist shall not be considered employees or agents of PASP. E. Other Provisions 1. Term and Termination. a. This Agreement may be texminated by either party upon 30 days written notice should the other party fail to perform in accordance with its terms through no fault of the party initiating the termination, and such failure remain uncared (in whole or in part) at the end of such 30 days. b. This Agreement may be temunated by PASP upon notice to the Artist in the event the City orders removal of the Sculpture from the Site or that the Exhibition Program is prevented or materially altered by actions beyond the control of PASP. c. In the event of termination, the Artist shall be compensated for the Term of the Exhibition of the Sculpture to the temvnation date. d. All provisions which are by their nature continuing will survive termination of this Agreement. 2. Assignment. Any assignments of this Agreement by one party without the express written mutual consent of the other parties shall be void. 3. Entire Agreement. This Agreement represents the entire agreement between the parties and the provisions of this Agreement sl�all supersede all prior oral and written commitrnents, contracts and understandings with respect to the subject matter hereof. The recitals at the beginning of this Agreement are incorporated herein by reference. 4. Amendments. This Agreement may be amended only by an inshument in writing executed by all parties hereto. 5. Goaerning Law. This Agreement is acknowledged to have been made in and shall be construed in accordance with the laws of the State of Muutesota. The Artist hereby aclmowledges that by virtue of this Agreement, he is conducting business in such state and shall be subject to the jurisdiction of the courts of Minnesota. Any action to enforce the obligations created by this Agreement shall be brought before a court of competent jurisdiction within the State of Muulesota, Ramsey County. The ptevailing party in any such action shall be entitled to recover its costs and expenses thereof, including reasonable attomeys' fees. 6. Construction. Should any pazagraph, sentence, or any portion of a paragraph or sentence of this Agreement be judidally held to be invalid, unenforceable, or void, such holding shall not have the effect of invalidating or voiding the remainder of such sentence, pazagraph or the Agreement. Sculpture Exhibition Agreement Page 7 of 11 al�-c3sr IN WTI'NESS WHEREOF, the parties hereto have executed this Agreement effective as of the day and year first above written PUBLIC ART SAINT PAUL ("PASP") by Thomas E�um, Boazd Chair by Christine M. Podas-Larson, President Artist Sculpture Exhibition Agreement Page 8 of 11 °It -�3�r E�chibit A LOADING CONDITION CONFIRMATION As scheduled by PUBLIC ART SAINT PAUL, the work of art described below (the "Sculpture'� lias been turned over by me to the Sculpture Transporter named below. I have inspected the Sculpture after it was loaded on to the Vehicle. I hereby confirm that it is in good and displayable condition The Sculpture Artist: Dimensions: (Height, Width and Depth): Approximate The Transporter 11i Company. Date and Address of Sculpture Pick-up Address of Sculpture Name of Artish (Please Print or Signature Date Sculpture Exhibition Agreement Page 9 of 11 9 �-�3�r �b�t s SCULP'I'URE RETURN ACCEPTANCE The work of art described below (the "Sculpture") lias been mturned to me by the Transporter named below. I have inspected the Scuipture and hereby confirm that it is in good condition and I accept its retum. The Sculpture Artist: Dimensions: (Height, Width and Depth): Approximate W The Transporter Company Date and Address of Scuipture Retum Address of Sculpture Name of Artist: (Please Print or Sculpture Exhibition Agreement Page 10 of 11 �� EXHIBIT C CERTIFICATE OF INSURANCE Sculpture Exhibition Agreement Page 11 of 11 Exhibit C SCHEDULE Milestone Tar�et Date Definition of scope and January,1998 character of E�ubition and Outreach prograins and the processes for implementation of these programs Curatorial Process: development and disseminaHon of Call to Artists, processing of responses, Panei deliberations and recommendations, City approval. Installation of inaugural Exhibiison and initiation of Outreach program. June,1998 July, 1998 Commencement of curatorial January,1999 process for 1999 E�ibition. 9�'-�38� Exfiibition Agreemenf Page 12 of 13 .. EXHIBTT D � $ 'C'3 �' CERTIFICATE OF INSURANCE Exhibitian Agreement Page 13 of 13 REGEIVEI .Tun�25, 14:26 ra1 by: SCHNEIDER AGENCY (14:27) Pa 2 of 2 ._�;_:::..:___-->-': `-__:€__:::::_:::_::;:;::_::.::i:_ .:.:.:.....:. _ - - - - �SSU� TE b:Mt I'Jf �.. w' :. .. ... .,- :(: c: : :: "" _ : _in.c.::�c��,::c5.v. c::.�:::a:::i:'i.r.i::� _ JA ( �DIYq " -y: � - ' , - _ _ - _ _ - EF. _ AT�: _ SU -- - I :. � � = C -- - --- --- --- -- - - - - - — �°� N .... . .......:....:._..,.�.,�.�.,.=.n.a....,�...�....,...::::..::;:::_::_.::: =__ . _ --._...�...._...---.... _ _�_. �1.. _ _.RA......_E,.._.�::;.�.v.�. _::_.::->:._:;: - ° ;_��. . -._ - ____._: ,. :_-_=__ _ -_ _:,___.._:_:_:.__.�:- .:::.:...:: ..:-_ .:::___ _: ==== ==== _-___ ___ __ ______� __= __ _-_ = ________ = ======-- __ _- __: ___:__ : :-::. o --- .. _ .. .------ .. .. ____ - .. ..... ....... _..... _ --__.: ..------- ---- - --- ----- -__°- ---- -_° _--- -.._.:-:__ .___. .. .._:: .: .. � �'19.�� AR S FAOOY[ER THIS CERTIFICATE IS ISSUED AS A MATTER OF 1'i�OR7.tATiO� ��{T� N CONFERS NO RIGHTS UPON TNE CERTIFICATE HOLDER. THIS CERTIFICATE TC FIELD AND CO IIZC DOES NOT AMEND, EXTEND OR ALTEfl THE COVERAGc AFFORDEQ BY THE POLICIES BELOW. BOX 64016 - COMPANIES AFFORD�R�G CCVE�AGE ST PAUL , MN J S 1 V� COMPANY - . � �Er�Ea A� � PENN—AMER2CA INSURANCE CO:dPANY COfdPANY B " � INSUREO LETTFfl PUBLIC AR2 SAIIiT PAUL E�EpYC � 46 EAST FOURTH STRE£T CO�FA�NY D _ � SAINT PAVL� MN 55101 C.(IMPI�NV E. IETTER � '�D�EHlFL�i�$`� ii� 7.`:�[';':" �;17:Si!"'•[:c:r F:,:Cij r:� iii' �'� i:'t.:5s. �iipm:�n:'ns,p:j2��yiia::aci �a:,ee� 5lp5pSe:.'v"-!' lae: �;;e:[::CS:! _�:] _:>:; E: _ii::5 �_. z4::i�C?6: �:::.:::::::C:O:i::�f G!:f'(`:?}?=k.5c_ :: C:= . . . .....:._ .._....:_ ._...�i.�p .:5. ��..:._.... :::......� _._.... ...... ........ .. ................... THIS IS TO CER7IFY iHA7 THE POl1C4ES OF INSUHANCE LISTED BElOW F{AYE BEEN ISSUEO TOTF{E INSUREO tSAMED ASOb'E FOR TNE FOLICY 7ER�OD IN�ICATED, NOTWITHSTAlJDING ANY ftEQV�REMEN7, TERM OR CONDITIOIJ OF ANY CONTRACT OR OTHER DOCUMENT WITH AESPEGT TO VJHICH TFiIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN. TME INSUFAVCE AFFORDED BV THE P�IICIES DESCRIBED HEREIN IS SUBJECT TO AL_ THE TERMS, EXCL'JS:ONS A4D Ca.`,'D:?fONS ^F SJCti ?O� �:ES. tt:h:T,°, ,^,t:J;:ti :;n �.yA:'� B'cciJ R�DUC`cD 8`f PFiO CLn:idS. �� TYPE Of INSUflA?10E POUCY NUMBEfl POLICY EFFECTrvE POUGY EXPIPATION LIMITS LTP DATE IMM:DO/YY� OATE 1k1AL•OOIYq LENEPALL�ABILITY f.ENEAnLAGGPEGATE 21, DOO OOO A X CJMMCFlCIALOCNEPALLIAB�LITY PAC6075428 06/19/98 06/19/99 pqpDUCTS-f.Oi.iP•Q�AAC.. FSEE �CC L ClAIMS tAADE � OGCVH. �Efi50NAL S AD�. INJVRY E 1 � O O O 1 O Q O '^N OWNEA'S i CONTRACTOR'S PR07. EACH OCCUPpENCE 51 O O O O O O FI'lE DAM1tAGE (A�iy une Inej 5 S O � O O O MEU Exf+ENSE (�ry c�e pc'eon) a 1� 0 0 0 AUTOMOEIIE UA6ILITY CUMBINED $INGLE 5 ANY AUTO LRA1T ' ALL OWAED AUTOS O06�1Y INNf1Y 5 SCHEDULED AUTOS iP^` �""^^� - MIHEU AU I OS - Rpl)11YIN1pHV 5 NON-OYMED AU70S IPtt � cotlemj G4RAGE LIA81L� � Y PPOPERTYDAM6fE t E%CE55 L1491LITY EACH Of.C.uaREeCE y UAIBRELLAFOFiM AGGREGATE 6 OTMEq TtAN 111A0RELLA FORM ' � -_ '- - ' _ _ ' " ...: :_r. ..._v.: _z..:.: .. v. __.._..:.._.. ..: �.._.. �:...: v�.. e. �.: �..:..�.: . STATf1TORY LIMITS '::>:_ WOflNER'S GONPENSATION _..i •ND ETCM ALCitIENS 3 OiSE�SE POI�CV LIMiT f EMPLOYEPS' LIABILITY DISEASE—EACH EMPLOYEE 5 OTHEN UFSLqIP710N OF OPERAilONS/LOCPTIONSIVEHICLEStSPEdAl1TEN5 . RE: WESTERN SCULPTURE PARIC, MARION ST,SETWEEN I99 & UNIVSRSITY AVB, ST.PP.L'L_ CERT fiOLDER IS ALSO LZSTED AS AN ADDITIONAL INSURED. COVERAGE TS PROVIDED FOR NAMED INSURED'S OPERATIONS/NEGLSGr.NC� ONLY. . . . ... . .:.::�.:;:r:::�:r.:::::::::. �:�::�.:�.:__:..:r:r..:_:::_.:..:::��r... . .. .� � . � �! zea Y�:._�:. � �C.6:� o - � t..[ r - . � �3�t C :..:.. SHOULD ANV OF THE ABOVE DESCRIBED POLICIES 8E CANCELLED 6EFORE THE CITY OF ST.PAUL EXPIRATION DATE TIIEREOF. THE ISSUING COM°AICY WILL Y79v. ATTN: JOHN WIRICA MAiI �IL*. DAYS WRITTEN NOTICE TO TNE CERTIFlpATE H(1LD'ca M1AMEQ TO THE ST. PAUL PARICS fi R£CREATION - �EFT,561Ua�Xt�'g , �CXBLxfG1 , ,X§i7�Y+Y� , �X§C�3vx�La�J47t}��S;x�;gX' •�i(,yC3{�an 300 CITYHAI.L ANNcX - � 25 W. 4TH STREET - 1C�R9l M.Y'4'.R9.3[!�"5C1K�2{R7CRft�X.�h�}."�.]'13C'1FXX�i;$iff.'�",7{:?. 9 .kR�X�Y ^ r,'`l� ,- fi°.1iY :?iYl�"�:i ST.PAUL� MN SSZOZ = PUTHOPREUf1EPXE5ENT _!l1�1.� JS - 1 ..... .... .. .... . .. . : . .. ..._..: .:__ . _ . .. :: .; .:.-. . . _.__ .:: .: . . . . . . .. .:- _ � - - - - - - ' „,. � - . _ .- .. .:.. .:._.� . . :. .. , .. .. . :: , . . . . . :.. ::..: :: �: :� ,: :� � : : � _...._._...,. �: �: .. :: . .. ,.. .. ... .. .. .. .. ...:. . ?:-:_: •: : zs•S'(7140) (;::°:> -:'-:; .:. ._ - : .: :� r. .: :,;,;., . _ .. . . ..:, ,: ,: ::;:: :: , ::.:: :. :: .. .., _ .:.:. _..::..: : .: . .:,: . Council File # � � 3� Green Sheet # `�� 1�� Presented By Referred to Committee: Date �� 1 2 3 4 5 6 7 WHEREAS, the City of Saint Pau1 has provided certain capital improvements to its Western Park, including new children's play area, pedestrian walks, landscaping and park furniture, and WHEREAS, the City, the Fuller/AUrora neighborhood and Public Art Saint Paul have together planned said park improvements to accommodate the temporary exhibition of up to twenty large scale sculptures, to be known as the Western Park Sculpture Exhibition Program, and 8 WHEREAS, the City and the Fuller/Aurora neighborhood wish to retain the 9 services of Public Art Saint Paul to Eund, coordinate and manage the Western 10 Park Sculpture Exhibition Program through an Exhibition Agreement to be made 11 between the City and Public Art Saint Paul, and 12 WHEREAS, Public Art Saint Paul has the knowledge, skills and abilities, 13 and the resources necessary to fund, coordinate and manage said Exhibition 14 Program, 15 NOW THEREFORE BE IT RESOLVED, that the Council of the City of Saint Paul 16 hereby authorizes and directs the proper City officials to enter into an 17 Exhibition Agreement with Public Art Saint Paul for the funding, coordination 18 and management of the Western Park Sculpture Exhibition Program. Requested by: � .. . . - - . � � � A ��_\ � � Adopted by Council: Date ��q0 � � Adoption Certified by Counci5 Se etary By •.. By: RESOLUTION GITY OF SAINT PAUL, MINNESOTA Form Approved by City Attorney B y : --�� ( I�� `�� DEPARTMENT/OFFICE/COUNqL DAiEINITIATED GREEN SHEET �� NO. 63890 Parks and Recreation June 26, 7998 CONfACTPERSONANDPHONE INITIAL/�ATE INRIAL/DATE John Wirka . 266-6411 � � OEPARTMENTDIflECTOR 4 CITYCOUNqL ASSIGN NUMBERGO ? CfiYATTOFNEY CIT'CLERK MU5f BE ON COUNCIL AGENDA BY (DATE1 �UTNG ORDEft FINANCIAL SERVICES DIR. FINANCIAL SERV/ACCTG .1u1y 8, 1998 3 MAY00.(pftAS5t5iA 5 Parksand Recreaeon TOTAL30FSIGNATUftEPAGES � (CLIPALLLOCATIONSFORSIGNq7Upp ACTION REpUE5iED: Approval of Council Resolution authorizing agreement between the City and Public Art Saint Paul for the Western Park Sculpture Exhibition Program. RECOMMENDATIONS: Approve �A1 or Reject �RI PEftSONAL SERVICE CONTFqCiS MUSTANSWER Tf¢ FOLLOWRJG QUESTIONS: _PLANNING COMMISSION _CIVIL SERVICE COMMISSION �, Has [his persoNfirm ever worketl untler a contract for this department? CIB COMMRTEE YES NO A STAFF 2. Has this persoNfirm ever been a city employee? DISTRICTCOUNQL �'ES NO — — 3. Does this persoNfirm possess a skill not mrmally possessed by any current ciry empioyee? SUPPOftTS WHICH COUNGIL OBJECTIVE? YES NO Explain all yes answers on aepamte sheet antl attach to green sheet. INITIATING PRO&.EM, ISSUE, OPPORTUNITY IWho, What, When. Where, Whyl: Parks and Recreation, the FullerlAurora neighborhood and Public Art Saint Paul have worked together to develop a Sculpture Exhibition Program at the recently redesigned Western Park. This agreement provides for Public Art Saint Pauf's funding, coordination and management of the Program. Sculptures are selected for the Program by an advisory panel composed of representatives of Parks and Recreation, the Fuller/Aurora Block Club, and the art community. ADVqNTAGES IF APPROVE�: Cou�� ResA�rch �:��:� Sculpture Exhibition Program can proceed to installations in July '98. JUL � '� DISADVANTAGESIFAPPqOVED: None �E�E,tVE'is ._ - _.—.-- ---�._. _..._-__.. V. �._ JUL 1 199� �� ; DISADVANTAGESIFNOTAPPROVED: '�i^Z °�� 2g'ggg Sculpture Exhibition Progrem cannot proceed. �' �� TOTAL qMOUNT OF TRANSACTION S NA COST/REVENUE BUOGE(ED (CIRCLE ON� YES NO FVNDWG SOURCE ACTNITY NUMBER UP�L.[ C V�!1 �T FINANCIAL WFORMATION: (EXPLAIN� .lUL 0 21996 � EXHIBITION AGREEMENT REVIEW COPY Dat$ (v 2 (.� � � `�� -( 3 $ This agreement (the "Agreement") is made effeciive June 1,1998, by and between: The City of Saint Paut, a municipal corporation of the State of Minnesota, ("the Cit�') and Public A�t Saint PauT, a non profit corporation, of 46 East 4th Street, Minnesota Building, Suite 828, Saint Paul, Minnesota, 55101 ("PASP"). RECITALS A. The City has allocated capital funds for the redevelopment of Saint Paul's Westem Park (the "Site") and, in response to the request of the Fuller/Aurora neighborhood and PASP, has designed the Site to accommodate the temporary exhibition of up to 201arge-scale sculptures ("Works," individually called "[Nork"). B. Ttuough its 20 by 2000 public art fundraising campaign, PASP wishes to fund and coordinate a Westem Park Sculpture E�ibiflon Program (the "Exhibition Program") on the Site in cooperation with Saint Paul Parks and Reaeation and the Fuller/Aurora neighborhood. Each individual component of the overall Exhibition Program (a "Show ') will have its own selection of W orks and term of display. C. It is intended that the Exhibitien Program will form the basis for educational and outreach activities (the "Outreach Program") for the community's young people and for city residents and visitors. D. Funds are being raised by PASP from a variety of private and public sources to cover costs associated with adininistration, coordination, and implementation of both the Exhibition and Outreach Programs. E. The City and PASP have established an Exhibition Program Advisory Panel (the "Panel") to advise the City and PASP on issues related to the design, development and implementation of Exhibition and Outreach Programs. F. The City and PASP wish to enter into an Agreement that defines the scope of the E�ibition and Outreach Programs and the terms and conditions for implementing those Programs on the Site. TERMS OF AGREEMENT For good and valuable consideration, acknowledged to be suffident, the parties hereby agree as follows: Exhibifion Agreement Page 1 of 13 °1�S -�38- A. Grant of Permission The City heteby grants PASP permission to install and curate the E�ibition Program on the Site and to conduct an Outreach Prograzn on the Site on the terms and conditions set out in this Agreement B. The Exhibifion and Outreach Pmgrams Under the terms of this Agreement, PASP will plan and implement a sculpiure Exhibition Program and a related Ouizeach Prograzn for Saint Paul's Westem Sculpture Park. PASP will conduct the following implementation activities in connection with the Exhibition and the Outreach Programs: 1. Definition of Exhibitian anci Outreach Programs and T'heir Implementation Processes. The attached E�ibit A describes the scope and character of the Exhibition and Outreach Programs and the processes for implementation of these Prograzns. 2. Implementation of Exhibition Curatorial Process. PASP will nnplement a curatorial process to be approved by the Panel and City, such process to indude: a. development and dissenunation of a public Call to Artists for submissions of pre-existing Works proposed by artists for inclusion in the Exhibition Program; b. processing and screenuig of proposals submitted by artists, with consideration given to the following requirements: (1) Works uuluded in the Exhibition Program must be pre-e�sting or be able to be assembled on the Site, (2) Unless otherwise agreed to in writing by the City, Works will not be constructed or fabricated an the Site, (3) Works will be evaluated for their quality as works of art and for their appropriateness for the public setting. Special consideration will be given to issues of safety, stability and durability. c. presentation of proposed Works to the Panel for its selection of those to be included in each Show that is part of the Exhibition Program; d. presentation of the Panel's recommendations to the City, for its approval of the proposed Works to be included in each Show that is part of the E�ibition Program; e. response to and communications with artists regarding the outcomes of the selection process. 3. Implementation of the Exhibition Pragram Process a. PASP will design the installation of approved Works on the Site, identifying a speafic place within the Site (Location) for each Work in each Show. b. PASP will present the installation design, noting sculpture Locations, to the City for City`s approval. Exhibition Agreement Page 2 of 13 9sr-�3� c. PASP will communicate with exhibiting artists and will secure from each artist whose Work is to be included in the Exhibition Program an executed Sculpture Exhibition Agreement in the form attached hereto as Exh�it B. d. PASP will provide to the City an installation schedule for each Show and will coordinate with the City the delivery, installaiion, and de-installation of Works to be exhibited e. PASP will make subcontract arrangements with reputable service providers for transportation of the Works to the Site. f. PASP will coordinate, oversee and participate in all aspects of the installation and assembly of the Works on the Site (the "Installation"), including: (1) inspecting Works upon delivery, to ensure that they meet the conditions established for the Exhibition Program and the terms of contracts with e�chibiting artists and transportation providers; (2) providing an inspection report to the City; (3) placing, installing and assembling each Work at its designated Location; (4) inspecting the installed Works on a monthly basis, and/or as requested by the City, to assess the integrity of the installation and condition of the Works over time; (5) removing Works from the Site and retuming them to their artists, per the terms of the applicable Sculpture Exhibition Agreement to be executed by each artist and PASP. 4. Proaision of materials and labar. PASP will provide all materials and labor to complete the scope of work described herein, including those to install the Works selected for the Exhibition. It is understood that PASP will utilize the services of subcontractors, at its own expense, in connection with the scope of work outlined herein, but will be responsible for the integrity of the overall E�ibiiion and its Installation. 5. Outreach. PASP will develop and implement an Outreach Program that will include tours of the Exhibition and art classes on the Site. PASP will provide an Outreach Program outline and schedule to the City. Program Documentation and Promotion. PASP will document and promote the Exhibition and Outreach Programs, including. a. photographing each Show that is part of the Exhibition Program, documenting the installation process, and providing views of the individual Works installed in the site, and of the Show overalL PASP will provide a selected set of docum.entation photographs to the City for its record; b. producing Exhibition and Outreach Program flyers, brochures, press releases and other promotional materiaLs. Exhibifion Agreement Page 3 of 13 q8 -`3� 7. Sculpture Maintenance. PASP will require the exhibiting artists to warrant that their Works will not require any extraordinary maintenance or cleaning during the term of the installation of the Works on the Site. C. City Support for the Exhibition In support of the Exhibition, the City will assume the following responsibilities: 1. Pane[ Representntive. The City will designate a representative to serve on the PaneL 2. App�aoals. The City reserves the right to approve the definition of the E�ibition and Outreach Programs (Exhibit A), the curatorial process proposed by PASP and the Panel (Section B.2 above), the Works recomm.ended by the Panel (Section B.2.d), and the Installation designs proposed by PASP (Section B.3.b), said approvals not to be unz'easonably withheld or delayed 3. Participation. The City will participate in Exhibition and Outreach plaiuung by providing (to the extent of its lmowledge and ability) advice and information as necessary to properly install the Woiks exhibited and conununicate accurate information about the Site, its design and its history. 4. Mainfenance. The City will continue to provide maintenance of the Site in accordance with its standard utanitenance practices for public park azeas, but the City is under no obligation to maintain the Works installed on the Site. Removal of Warks. The City will have the right to order the removal of any Work installed on the Site by written notice to PASP stating the reason for the removal. Within ten (10) business days after receipt of such notice, PASP will cause the subject Work to be removed from the Site. The City agrees to reimburse PASP for any reasonable costs incurred in connection with the removal of such Work and for the transportation of the Work to its owner. D. Schedule, Installation Acceptance, and Expenses 1. $chedule. The schedule for E�ibition and Outreach Programs is set out in E�ibit C to ffus Agreement. Each pazty will use its best efforts to achieve the milestones and target complerion dates set out in this schedule. 2. Acceptance. When PASP has completed the Installation of the Works in a particular Show, PASP may request a final written approval by the City of the Installation of that Show. The City will not unreasonably withhold its approval and will, within 15 business days after the request, either provide such approval or a written statement detailing its reasons for withholding the approval. PASP will promptly remedy any deficiencies properly identified by the City and then may request a final written approval, which will not be unreasonably withheld or delayed. 3. Program Expenses. Except as otherwise specifically stated herein or as agreed in writing by the City, all artist stipends, materials, installation, travel and incidental Exhibition Agreement Page 4 of 13 9�' expenses incurred by PASP in production of the Exhibition and Outreach Programs will be the responsibility of PASP. E. Warcanties, Risk of Loss, Indemnities and Insurance Warranties. a. PASP represents and warrants that: (1) it has all necessary authorities to enter into this Agreement; (2) it is not a party to any pre�xisting agreement which would be the cause for any breach of this Agreemen# or render this Agreement impracticable by PASP; (3) as of the date of this Agreement, PASP is not aware of any ttueatened or pending claims or suits alleging facts inconsistent with the foregoing PASP representations. b. PASP further wanants that the Exhibition and Installalaon services it provides (either directly or through subcontractors) will be free from defects in materials and workmv�ship. This warranty will not include conditions which arise out of vandalism or misuse. In the event of breach of this warranty, PASP's sole liability will be the workinanlike repair or replacement of the affected portions of the Installation with conforming elements. c. It is recognized that the Sculpiure E�ibition Agreement (E�ibit B), to be signed by artists whose Works will be included in the Exhibition, includes wananties by artists relative to the quality and integrity of the Works. PASP makes no wananties, and specifically disclaims any warranties, with respect to the Works provided by such artists. d. The City represents and wanants that: (1) it has all necessary authorities to enter into this Agreement (2) it is not a party to any pie�xisting agreement which would be the cause for any breach of this Agreement or render this Agreement impracticable by the City. 2. Risk of Loss and IndemniHes. a. The risk of loss or damage to the Site will remain with the City, except to the extent the loss or damage is attributable to the negligent or intentional acts of PASP or its subcontractors in connection with the transportation and Installation of the Works. Once the completed Installation of a Show that is part of the Exhibition Program has been approved by the Ciry (per Section D.2 above), the total risk of loss or damage to the Site will be with the City. b. It is recognized that the Sculpture Exhibition Agreement to be executed by each artist whose Work is included in an Exhibition provides that the risk of loss or damage to the Work will remain with the artist, except to the extent that loss or damage is directly due to the negligent or intentional acts of (1) PASP or its Exhibition Agreement Page 5 of 13 9�r-�38' subcontractors in connection with the transportation or Installation of the Work, or (2) the City in connection with the maintenance of the Site. c It 9s acknowledged by both parties that the Works will be installed in a public place and will be accessible by members of the public. Once a Show that is part of the Exhibition Prograni and its Installation have been accepted by the City, the City will t responsibility for, and defend, indemnify and hold PASP (as well as PASP's agents, employees and subcontractors) harmless against any and all claims or suits alleging personal uyuries or property damage arising out of accidents associated with the Show, the Works included in the Show, and the Installation of the Show and the Works, except to the extent that the acadent is (1) attributable to a patent defect in the Work (in which case the Sculpture Exhibition Agreement applies to make the artist responsible), or (2) subject to the PASP indemnity in Seclion d.2 (b) below. d. For all other claims and suits relating to the E�ibition, the Works in the Exhibition Program, and the Installation of the Works : (1) ArEisf Indemnities. It is recognized that the Sculpture Exhibition Agreement obligates the artist to defend, indemnify and hold PASP and the City (as a third party beneficiary) hannless against various clauns and suits, including those relating to intellectual properties, mechaiucs liens, and intentional and negligent acts and omissions. (2) PASP Indemnities. PASP agrees to defend, indemnify and hold the City (and its officers, agents and employees) harmless against any and all clauns or suits arising from (a) any mechanics or material supplier liens arising out of the Installarion, (b) the intenrional or negligent acts or omissions of PASP or its of£icers, agents, employees or subcontractors in connection with the Installation of a Show or in the performance of this Agreement, or (c) PASP's material breach of any of the terms or provisions of this Agreement. This indemnity will not apply to the extent the claim or cause of action arises out of the negligence or intentional acts or omissions of an artist or the Ciry or its officers, agents or employees. (3) City IndemniHes. The City agrees to defend, indemnify and hold PASP and the artists who have executed Sculpture Exhibition Agreements (and their respective agents, employees and subcontractors) harmiess against any and all claims or suits arising from {a} the intentional or negligent acts or omissions of the City or its officers, agents, employees or subcontractors in connection with the maintenance of the Site or the performance of this Agreement, or (b) the City's material breach of any of the terms or provisions of this Agreement� This indenuuty will not apply to the extent the claim or cause of action arises out of the negligence or intentional acts or omissions of the party seeking indemniry or its officers, agents or employees. e. The City recognizes and agrees tl�at the artists whose Works will be included in the E�ibition Program and PASP's subcontractors are third party beneficiaries of the indemnity provisions of this Section. The parties fiuther acknowledge Exhilrition Agreement Page 6 of 13 `1�-G3 B' that the City is a third party benefidary of the indemnities granted by such aztists such subcontractors in their respective agreements with PASP. 3. Insurance. a. PASP agrees that in order to protect itself as well as the City under the indemnity provisions contained in Section E.2.d(2) above, it will obtain and lceep in force, at its expense, during the term of this Agreement a policy of general liability insurance of not less than $750,000 per occurrence and will not exclude explosion, collapse, and underground property damage, and not contain an aggregate policy limit. On or after January 1, 2000, general liability of $1,000,000 per occurrence will apply. b. Ttie general liability caverage will contain an endorsement naming the City as additional named insured as to acts cominitted by PASP for which the City could be held resgonsible. c. Promptly following the execution of this Agreement, PASP will furnish a Certificate of Insurance evidencing compliance with this Section, which certificate will become part of this Agreement as Exhibit D. The insurance policy will contain a provision requiring thirty (30) days notice of cancellation or change of the policy. d. PASP will require its subcontractors during the term of their agreement with PASP to (1) obtain and keep in force policies of general liability insurance identical to those required for PASP under this Section and (2) upon the City's request, fumish Certificates of Insurance evidencing compliance with this Section e. PASP will likewise require that artists whose Works are included in an Exhibition (1) either obtain and keep in force policies of general liability insurance identical to those required for PASP under this Section or be named as an additional named insured on the PASP insurance descxibed in this Section, and (2) upon the City's request, furnish Certificates of Insurance evidencing compliance with this Section F. Coardination and Relationship Coordination. a. The City of Saint Paul, Division of Pazks and Recreation, is designated to adininister this Agreement, and all approvals, notices to proceed and other written direciions required will be given by the Superintendent of Pazks and Reaeation or his designee. b. PASP designates its President to admntister this Agreement, and all notices and other communicalaons required will by given by the President. 2. Relationshiq. For the purpose of this Agreement, PASP will be deemed an independent contractor and not an employee or agent of the City. Any and all employees, subcontractors, or agents of PASP will not be considered employees or agents of the City. Exhilrition Agreemenf Page 7 of 13 �g-cs� G. Other Pmvisions 1. Term and Terrnina#mt. a. This Agreement will 2iave an initial term of two years and thereafter will be subject to successive automatic annual renewals unless either pariy provides the other with written noiice of non-renewal at least 90 days in advance of a renewal period. b. Either party may terminate this Agreement in the event the other party faiLs to cure a material breach of any obligation hereunder more than 30 days after written notice of such breach ("Cause"). c. This Agreement may be terminated immediately by PASP upon written notice to the City in the event the E�ibition or Outreach Program is prevented or materially altered by actions beyond the reasonable control of PASP. d. Upon tennuiation of this Agreement, PASP will prompUy arrange the orderly de-installation of all Works in any then-standing Show. In the event this Agreement is terminated for Cause by PASP or without Cause by the City, the City will bear the reasonable cost of such de-installation. In any other case of termination, such costs will be borne by PASP. e. All provisions which are by their nature continuing will survive tP*�+�nation of tiva Agreement. 2. Assignmettt. Any assignments of this Agreement by one pazty without the eupress written mutual consent of the other party will be void. 3. Entire Agreement. This Agreement represents the entire agreement between fihe parties and the provisions of this Agreement will supersede all prior oral and written commitments, contracts and understandings with respect to the subject matter hereof. The reatals at the begiiuung of this Agreement are incorporated herein by reference. 4. Amendments. This Agreement may be amended only by an instrument in writing executed by all parties hereto. 5. Goaerrting Law. This Agreement is aclmowledged to have been made in and will be construed in accordance with the ]aws of the State of Minnesota. Any action to enforce the obligations created by this Agreement will be brought before a court of competent jurisdiction within the State of Mnutesota, Ramsey County. T11e prevailing pariy in any such action will be entitled to recover its costs and expenses thereof, including reasonable attomeys fees. 6. Constructiort. Should any paragraph, sentence, or any portion of a pazagraph or sentence of this Agreement be judicially held to be invalid, unenforceable, or void, such holding will not liave the effect of invalidating or voiding the remainder of such sentence, paragraph or the Agreement Exhibition Agreement Page 8 of 13 q�-G38' IN WITNESS WHEREOF, the parties hereto have executed this Agreement effective as of the day and year first above written. PUBLIC ART SAINT PAUL TIiE CITY OF SAINT PAUL ("PASP") ('The City) by by Eggum, Mayor by by ' tine M. Podas-Larson, President Director, Finaztcial Services by Superintendent, Parks and Recreation Approved as to Form by Assistant City Attorney Exhibifion Agreemenf Page 9 of 13 Rxhi A EXHIBTTION PROGRAM SUNIMARY q$-G�� Saint Paul's Westem Sculpture Park Exhibition Program will feature up to ZO ]arge scale original Works of sculpture. The opportunity to e�ibit Works is open to artists from throughout the worid through an annual open call to artists to propose pre�xisting Works for inclusion in the Bxtubition Program. Individual components of the overall E�iibition Program (the "Shows'), will each tiave its own selection of Works and term of display. An advisory panel, composed of representatives of Saint Paul Pazks and Recreation, the Fullet Aurora Block Qub, and the art community will oversee the Exhibition Progxam's planning and implementation, providing recommendations for action and approval to the City and PUBLIC ART SAINT PAUL. The inaugural Show, scheduled to open in the suminer of 1998, will consist of 12 to 15 Works. Subsequenfly, new Works will be added to the Exhibition Program at the rate of approximately 5 each yeaz, replacing Works that will rotate out of the Exhibition Program. Works will be selected for their quality as works of art and for their appropriateness for this public setting. Special consideration will be given to issues of safety, stability, and durability. Works exhibited will be either pre-e�sting or able to be assembled on the site. They will not be constructed or fabricated from scratch on the site. PUBLIC ART SAIN'T PAUL will contract with the City (the owner of Western Park) for permission to install and e�chibit Works in Western Pazk and to conduct related community Outreach activities. Through its 20 by 2000 campaign, PUBLIC ART SAIIVT PAUL will raise the funds to support plaiuung and implementation of the Exhibition and Outreach Programs. PUBLIC ART SAINT PAUL will contract with: 1) a qualified and experienced sculpiure exhibition plazuter and designer to serve as Saint Paul's Westem Sculpture Park Exhibition program curator. The curator's responsibilifies will include Installafion of the Works in the Park and removal of Works from the Pazk at the end of their Exhibition term; 2) artists for the exhibition of their Works. Each artist will each be paid a stipend for the loan of W ork for the Exhibition Program; 3) transportation contractors for delivery of Works of art to the Park and for retum of the Works at the end of their term of display; 4) a qualified and euperienced sculptor and art educator to seroe as Outreach coordinator. Job responsibilities will include engaging artists, azt educators, and arts organizations to implement the Outreach Program. Exhibitian Agreement Page 10 of 13 �� -�3� �b�t s SCULPTURE EJCHIBTTION AGREEMENT Exhibition Agreement Page 11 of 13 q8-638' SCULPTURE EXHIBITION AGREEMENT This agreement (the "Agreement") is made effective between: Public Art Sair� Paul, a non-profit corporation, of 46 East 4th Street, Minnesota Building, Suite 828, Saint Paul, Minnesota, 55101 (PASP); by and and Artist). an individual, of (the RECTTALS A. The City af Saint Paul (the "City") has allocated capital funds for the redevelopment of Saint Paul's Westem Pazk (the "Site"), a property owned by the City, and, in response to the request of the Fuller/Aurora neighborhood and PASP, has designed the Site to accommodate the temporary e�ibition of up to 201azge-scale sculpiures ("4Vorks" individually called "WorK'). B. Through its 20 by 2000 public art fundraising campaign, PASP wishes to fund and coordinate a Westem Pazk Sculpiure Exhibition Program (the "Exhibition Program") on the Site in cooperatian with the City and the Fuller/Aurora neighborhood. Each individual component of the overall Exhibition Program (a "Show") will have its own selection of Works and term of display. C. The City has granted PASP permission to install and curate the Exhibition Program and to conduct an Outreach Program on the Site. D. The City and PASP have established an Exhibition Advisory Panel (the "Panel") to advise the City and PASP on issues related to the design, development and implementation of the Exhibition and Outreach Programs. E. The Artist is a sculptor who has created a work of art (the "Sculpture '), described below, and wishes to have the Sculpture included among the Works in the Exhibition Program. F. The parties wish to define the terms and conditions under which the Sculpture will be included in the Exhibition Program. TERMS OF AGREEMENT For good and valuable consideration, acknowledged to be sufficient, the parties hereby agree to the following. Sculpture Exhibition Agreement Page 1 of 11 g8-�38' 1. Sculpture: This Agreement applies to the following Sculpture, which has been created by Title: Dimensions: (Height, Width and MateriaLs: Approximate Weigh�: Artist's Telephone Number: _ Term of E�ubition: The Panel has selected and approved the above-described Sculpture for inclusion in the Exhibition and for exhibition on the Site. There are to be no subsritutions for the approved Sculpture without the prior written approval of PASP. 2. Exhibition Agreement The Artist hereby agrees to loan the Sculpiure to PASP for display in the Exhibition Program for the Term of E�ibikion described above. PASP will arrange to e�ubit the Sculpture in the Exhibition Program, subject to the terms and conditions set out in this Agreement. T'he Term of Exhibition may be extended or reduced by written agreement between PASP and the Artist. 3. Terms and Conditions: The following terms and conditions apply to the inclusion of the Sculpture in the Exhibition Program: a. Transportation and Installafion of the Sculpture. The Artist shall work with PASP's Exhibition Program Curator (the "Curator") to: (1) arrange for transportation of the Sculpture to the Site. The Artist is responsible for loading the Sculpture on to the transportation vehicle and for confirming with PASP, via the attached form (Exhibit A: Loading Condiiion Confirmation), that the Sculpture is in good and displayable condition at the time it is loaded on to the vehicle; (2) provide complete, detailed instructions for the proper and safe installation of the Scuipture in the Site. Such instructions must assure that the Sculpture can be installed by PASP so as to be completely stable and safe. Installation of the Sculpture will be implemented by PASP and its subcontractors based upon the Artist's instructions. The Artist may pazticipate in the installation of the Sculpture, at the ArtisYs expense; (3) arrange for removal of the Sculpture hom the Site at the end of the Term of Exhibition and for return transportation of the Sculpture to the Artist. The Artist is responsible for unloading of the Sculpture from the transportation vehicle and for accepting, via the attached form (Exhibit B: Sculpture Retum Acceptance), the retum receipt of the Sculpture. b. Acceptance. When the Sculpture has been delivered to the Site, PASP has received the signed Loading Condition Confirmation, and the Sculpture has been installed according the Artist's instructions, PASP will grovide a written acceptance of the Sculpture Exhibition Agreement Page 2 of II 98-�38 receipt and installation of the Sculpture. PASP sliall not unreasonably withhold its acceptance and will, within 15 business days after receipt and installation of the Sculpture, either provide such approval or a written statement detailing its reasons for withholding the approval. T'he Artist shall promptly remedy any defidencies properly identified by PASP and then request a final written approval, which chall not be unreasonably withheld. c. Exlu7rition Program Documentation, p�omotion and Outreach The Artist shall provide PASP with a biography and with nanative information about the Sculpture for use in Exhibition Program.documentation, pmmotion and the Outreach Program. d. Payment. For the loan of the Sculpture for exhibihon in Western Sculpture Pazk, PASP will pay the Artist an honorarium of $2,000, payable in thzee installinents: (1) $1,000 upon PASP's receipt of delivery of the Sculpture to the Site, receipt of the Artist's I.oading Condition Confirmakion and PASP's acceptance of the receipt and installation of the Sculpture; (2) $500 when the Sculpture has been on exhibition in the Site for one-half of the Term of Exhibition; (3) $500 upon removal of the Sculpiure from the Site, retum delivery of the Sculpture to the ArHst, and PASP's receipt of the Artist's Sculpture Retum Acceptance (which shall not be unreasonably withheld or delayed). e. Warranties. (1) The Artist represents and wanants to PASP and the City that: (a) the Sculpture is the original product of the Arlist's own creative effort and Artist owns all right, title and interest in and to the Sculpture; (b) the Artist is not a party to any pre-existing agreement which would be the cause for any breach of this Agreement or render this Agreement impracticable by the Artist; (c) the Sculpture will, at the time of execution of this Agreement, be free and clear from all liens, including those from material suppliers and subcontractors, (d) as of the date of this Agreement, the Artist is not aware of any threatened or pending claims or suits alleging facts inconsistent with the foregoing Artist representations; (e) the Sculpture will, at the time of its loading on to the transport vehicle, be free from material defects which cause or accelerate the destruction or deterioration of the Sculpture; (f) the Sculpture will not require any extraordinary maintenance or cleaning during the Term of Exhibition; (g) The Artist has all necessary authorities to enter into this Agreement. Sculprure Exhibition Agreement Page 3 of 11 ° ��'��8" (2) The Arhst further warrants to PASP and the City that the Sculpture will be free from defects in materia]s and workmanship and, at the time of its loading on to the transport vehicle, will be in good condition It is understood that this warranty will not include conditions which arise out of vandalism or misuse once delivery of the Sculpture to the Site has been accepted by PASP. In the event of breach of this warranty, the sole liability of the Artist will be the worl�anlike repair or replacement of the affected portions of the Sculpture with confornvng elements. (3) The Artist will not permit (and will prompfly disctiarge) any liens or encumbrances against the Sculpiure atlributable to Artist. (4) It is recognized that PASP will be contracting with a Curator for the installation of the Sculpture on the Site, and that PASP's contract with the Curator includes warranties by the Curator relative to the installation of the Sculpture. The Artist makes no warranties, and specifically disclaims any wananties, with respect to the quality or integrity of such installation, other than those respecting instructions provided by Artist for installation of the Sculpture. The Artist wanants that those instructions will be accurate and sufficient to allow safe and proper installation of the Sculpture. (5) PASP represents and wanants that: (a) it has all necessary authorities to enter into this Agreement; (b) it is not a party to any pre-existing agreement which would be the cause for any breach of this Agreement or render this Agreement impracticable by the PASP. f. Title, Risk of Loss and Indemnities. (1) The Artist will retaitt title to the Sculpture at all times. Neither PASP nor the City will have any obligation to purcY�se the Sculpture. (2) The risk of loss or damage to Sculgture will be borne by the Artist at all times except to the extent that loss or damage is direcfly due to the negligent or intentional acts of {1) PASP or its subcontractors in connection with the transportaiion or installation of the Sculpture, or (2) the City in connection with its maintenance of the Site. (3) The cantract between the City and PASP provides that the risk of loss or damage to the Site will remain with the City, except to the extent the loss or damage is attributable to the negligent or intentional acts of PASP or its subcontractors (including the Artist) in connection with the transpoztation and installation of the Sculptures. The contract between the City and PASP further provides that once the compieted installation of a particular Show that is pazt of the Euhibition Program has been approved by the City, the total risk of loss or damage to the Site will be with the City. (4) It is acknowledged by both parties that the Sculpture will be installed in a public place and will be accessible by members of the public. The contract Sculpture Exhibition Agreement Page 4 of 11 q�—c 3 b'r between PASP and the City provides that once a Show and its Installation liave been accepked by the City, the City will take responsffiility for, and defend, indemnify and hold PASP (as well as PASP's agents, employees and subcontractors [including the Artist]) harmless against any and all claims or suits alleging personal injuries or property damage arising out of accidents associated with the Exhibition, the Works uuluded in the Show (including the Scuipture that is the subject of this Agreement), and the installation of the Exhibition and the Works (including the Sculphue), except to the extent that the accident is attributable to a patent defect in the Sculpture, in which case the Artist will be responsible. (5) For all other clauns and suits relating to the E�ibition Program, the Works included in its individual Shows, and the Installation of Works: (a) Artisf Indemnifies. The Artist agrees to defend, indemnify and hold PASP and the City and their respective officers, agents, subcontractors and employees harmless against any and all claims or suits arising from (a) any claim that the Sculpture infringes on the copyright, patent or other proprietary rights of any third person, (b) any breach of Artist's warranty respecting mechanics or material supplier liens, (c) the Artist's inteniional or negligent breach of any other of the terms or provisions of this Agreement, or (d} any other negligent act or omission of the Artist or the ArtisYs employees or subcontractors in the performance of this Agreement. This indemnity shall not apply to any indemnitee to the extent that the claim or cause of action arises out of the negligence of that indemnitee or its officers, agents or employees. (b) PASP Indemnities. PASP agrees to defend, indemnify and hold the Artist (and the Artist's agents, employees and subcontractors) harmless against any and all claiuvs or suits arising from (1) PASP's intentional or negligent breach of any of the terms or provisions of this Agreement, or {2) by any other negligent act or omission of PASP or PASP's officers, agents, employees or subcontractors in the performance of this Agreement. This indemnity shall not apply to the extent the claim or cause of action arises out of the negligence of the Artist or the ArtisYs agents or employees or subcontractors. (c) City Indemnities. It is acknowledged that the contract between the City and PASP provides that the City will defend, indemnify and hold PASP, the Artist, and the other artists whose Works aze included in the E�ibition (and their respective agents, employees and subcontractors) harmless against any and all claims or suits arising from {a) the intentional or negligent acts or omissions of the City or its officers, agents, employees or subcontractors in connection with the maintenance of the Site or the performance of this Agreement, or (b) the City's material breach of any of the terms or provisions of its Agreement with PASP. This indemnity will not apply to the extent khe claim or cause of action Sculpture Exhibition Agreement Page S of 11 °I�- � � arises out of the negligence or intentional acts or omissions of the party seeking indemnity or its officers, agents or employees. (b) PASP and the Artist recognize and agree that the City, the other artists whose Works will be included in the Exhibition Program, the subcontractors of PASP, and the officers, agents and employees of each are third party beneficiaries of the indemnity provisions of this Section. g Ittsurance. (1) Artist agrees that in order to protect itself as well as PASP, the City, and others under the indemnity provisions contained in Section 3.f above, Artist will obtain and keep in force, at Artist's expense, during the term of this Agreement a policy of general liability insurance of not less than $750,000 per occurrence and will not exclude explosion, collapse, and underground property damage, and not contain an aggregate policy limit. On or after January 1, 2000, general liability of $1,000,000 per occunence will apply. (2) The general liability coverage will contain an endorsement naming PASP and the City as additional named insured as to acts committed by the Artist for which the Arkist could be held responsible. (3) The Artist will fumish a Certificate of Insurance evidencing compliance with this Section, which certificates will become part of this Agreement as Exhibit C. The insurance policy will contain a provision requiring thirty (30) days notice of cancellation or change of the policy. (4) The Artist will require its subcontractors during the term of their agreement with the Artist to (1) obtain and keep in force policies of general liability insurance identical to those required for the Artist under this Section and (2) upon the request of PASP or the City, fumish Certificates of Insurance evidencing compliance with this Section. (5) The ArHst will likewise require that its subcontractors (1) either obtain and keep in force policies of general liability insurance identical to those required for the Artist under this Section or be named as an additional named insured on the Artists insurance described in this Section, and (2) upon the request of PASP, fumish Certificates of Insurance evidencing compliance with this Section D. Coordination and Relationship 1. Coordination. PASP's President is designated to administer this Agreement, and all approvals, notices to proceed and other written directions required sYiall be given by the President or her designee. 2. Relafionship. For the purpose of this Agreement, the Artist shall be deemed an independent contractor and not an employee or agent of PASP. Any and all employees, Sculpture Exhibition Agreement Page 6 of Il �$-L38 subcontractors, or agents of the Artist shall not be considered employees or agents of PASP. E. Other Provisions 1. Term and Termination. a. This Agreement may be texminated by either party upon 30 days written notice should the other party fail to perform in accordance with its terms through no fault of the party initiating the termination, and such failure remain uncared (in whole or in part) at the end of such 30 days. b. This Agreement may be temunated by PASP upon notice to the Artist in the event the City orders removal of the Sculpture from the Site or that the Exhibition Program is prevented or materially altered by actions beyond the control of PASP. c. In the event of termination, the Artist shall be compensated for the Term of the Exhibition of the Sculpture to the temvnation date. d. All provisions which are by their nature continuing will survive termination of this Agreement. 2. Assignment. Any assignments of this Agreement by one party without the express written mutual consent of the other parties shall be void. 3. Entire Agreement. This Agreement represents the entire agreement between the parties and the provisions of this Agreement sl�all supersede all prior oral and written commitrnents, contracts and understandings with respect to the subject matter hereof. The recitals at the beginning of this Agreement are incorporated herein by reference. 4. Amendments. This Agreement may be amended only by an inshument in writing executed by all parties hereto. 5. Goaerning Law. This Agreement is acknowledged to have been made in and shall be construed in accordance with the laws of the State of Muutesota. The Artist hereby aclmowledges that by virtue of this Agreement, he is conducting business in such state and shall be subject to the jurisdiction of the courts of Minnesota. Any action to enforce the obligations created by this Agreement shall be brought before a court of competent jurisdiction within the State of Muulesota, Ramsey County. The ptevailing party in any such action shall be entitled to recover its costs and expenses thereof, including reasonable attomeys' fees. 6. Construction. Should any pazagraph, sentence, or any portion of a paragraph or sentence of this Agreement be judidally held to be invalid, unenforceable, or void, such holding shall not have the effect of invalidating or voiding the remainder of such sentence, pazagraph or the Agreement. Sculpture Exhibition Agreement Page 7 of 11 al�-c3sr IN WTI'NESS WHEREOF, the parties hereto have executed this Agreement effective as of the day and year first above written PUBLIC ART SAINT PAUL ("PASP") by Thomas E�um, Boazd Chair by Christine M. Podas-Larson, President Artist Sculpture Exhibition Agreement Page 8 of 11 °It -�3�r E�chibit A LOADING CONDITION CONFIRMATION As scheduled by PUBLIC ART SAINT PAUL, the work of art described below (the "Sculpture'� lias been turned over by me to the Sculpture Transporter named below. I have inspected the Sculpture after it was loaded on to the Vehicle. I hereby confirm that it is in good and displayable condition The Sculpture Artist: Dimensions: (Height, Width and Depth): Approximate The Transporter 11i Company. Date and Address of Sculpture Pick-up Address of Sculpture Name of Artish (Please Print or Signature Date Sculpture Exhibition Agreement Page 9 of 11 9 �-�3�r �b�t s SCULP'I'URE RETURN ACCEPTANCE The work of art described below (the "Sculpture") lias been mturned to me by the Transporter named below. I have inspected the Scuipture and hereby confirm that it is in good condition and I accept its retum. The Sculpture Artist: Dimensions: (Height, Width and Depth): Approximate W The Transporter Company Date and Address of Scuipture Retum Address of Sculpture Name of Artist: (Please Print or Sculpture Exhibition Agreement Page 10 of 11 �� EXHIBIT C CERTIFICATE OF INSURANCE Sculpture Exhibition Agreement Page 11 of 11 Exhibit C SCHEDULE Milestone Tar�et Date Definition of scope and January,1998 character of E�ubition and Outreach prograins and the processes for implementation of these programs Curatorial Process: development and disseminaHon of Call to Artists, processing of responses, Panei deliberations and recommendations, City approval. Installation of inaugural Exhibiison and initiation of Outreach program. June,1998 July, 1998 Commencement of curatorial January,1999 process for 1999 E�ibition. 9�'-�38� Exfiibition Agreemenf Page 12 of 13 .. EXHIBTT D � $ 'C'3 �' CERTIFICATE OF INSURANCE Exhibitian Agreement Page 13 of 13 REGEIVEI .Tun�25, 14:26 ra1 by: SCHNEIDER AGENCY (14:27) Pa 2 of 2 ._�;_:::..:___-->-': `-__:€__:::::_:::_::;:;::_::.::i:_ .:.:.:.....:. _ - - - - �SSU� TE b:Mt I'Jf �.. w' :. .. ... .,- :(: c: : :: "" _ : _in.c.::�c��,::c5.v. c::.�:::a:::i:'i.r.i::� _ JA ( �DIYq " -y: � - ' , - _ _ - _ _ - EF. _ AT�: _ SU -- - I :. � � = C -- - --- --- --- -- - - - - - — �°� N .... . .......:....:._..,.�.,�.�.,.=.n.a....,�...�....,...::::..::;:::_::_.::: =__ . _ --._...�...._...---.... _ _�_. �1.. _ _.RA......_E,.._.�::;.�.v.�. _::_.::->:._:;: - ° ;_��. . -._ - ____._: ,. :_-_=__ _ -_ _:,___.._:_:_:.__.�:- .:::.:...:: ..:-_ .:::___ _: ==== ==== _-___ ___ __ ______� __= __ _-_ = ________ = ======-- __ _- __: ___:__ : :-::. o --- .. _ .. .------ .. .. ____ - .. ..... ....... _..... _ --__.: ..------- ---- - --- ----- -__°- ---- -_° _--- -.._.:-:__ .___. .. .._:: .: .. � �'19.�� AR S FAOOY[ER THIS CERTIFICATE IS ISSUED AS A MATTER OF 1'i�OR7.tATiO� ��{T� N CONFERS NO RIGHTS UPON TNE CERTIFICATE HOLDER. THIS CERTIFICATE TC FIELD AND CO IIZC DOES NOT AMEND, EXTEND OR ALTEfl THE COVERAGc AFFORDEQ BY THE POLICIES BELOW. BOX 64016 - COMPANIES AFFORD�R�G CCVE�AGE ST PAUL , MN J S 1 V� COMPANY - . � �Er�Ea A� � PENN—AMER2CA INSURANCE CO:dPANY COfdPANY B " � INSUREO LETTFfl PUBLIC AR2 SAIIiT PAUL E�EpYC � 46 EAST FOURTH STRE£T CO�FA�NY D _ � SAINT PAVL� MN 55101 C.(IMPI�NV E. IETTER � '�D�EHlFL�i�$`� ii� 7.`:�[';':" �;17:Si!"'•[:c:r F:,:Cij r:� iii' �'� i:'t.:5s. �iipm:�n:'ns,p:j2��yiia::aci �a:,ee� 5lp5pSe:.'v"-!' lae: �;;e:[::CS:! _�:] _:>:; E: _ii::5 �_. z4::i�C?6: �:::.:::::::C:O:i::�f G!:f'(`:?}?=k.5c_ :: C:= . . . .....:._ .._....:_ ._...�i.�p .:5. ��..:._.... :::......� _._.... ...... ........ .. ................... THIS IS TO CER7IFY iHA7 THE POl1C4ES OF INSUHANCE LISTED BElOW F{AYE BEEN ISSUEO TOTF{E INSUREO tSAMED ASOb'E FOR TNE FOLICY 7ER�OD IN�ICATED, NOTWITHSTAlJDING ANY ftEQV�REMEN7, TERM OR CONDITIOIJ OF ANY CONTRACT OR OTHER DOCUMENT WITH AESPEGT TO VJHICH TFiIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN. TME INSUFAVCE AFFORDED BV THE P�IICIES DESCRIBED HEREIN IS SUBJECT TO AL_ THE TERMS, EXCL'JS:ONS A4D Ca.`,'D:?fONS ^F SJCti ?O� �:ES. tt:h:T,°, ,^,t:J;:ti :;n �.yA:'� B'cciJ R�DUC`cD 8`f PFiO CLn:idS. �� TYPE Of INSUflA?10E POUCY NUMBEfl POLICY EFFECTrvE POUGY EXPIPATION LIMITS LTP DATE IMM:DO/YY� OATE 1k1AL•OOIYq LENEPALL�ABILITY f.ENEAnLAGGPEGATE 21, DOO OOO A X CJMMCFlCIALOCNEPALLIAB�LITY PAC6075428 06/19/98 06/19/99 pqpDUCTS-f.Oi.iP•Q�AAC.. FSEE �CC L ClAIMS tAADE � OGCVH. �Efi50NAL S AD�. INJVRY E 1 � O O O 1 O Q O '^N OWNEA'S i CONTRACTOR'S PR07. EACH OCCUPpENCE 51 O O O O O O FI'lE DAM1tAGE (A�iy une Inej 5 S O � O O O MEU Exf+ENSE (�ry c�e pc'eon) a 1� 0 0 0 AUTOMOEIIE UA6ILITY CUMBINED $INGLE 5 ANY AUTO LRA1T ' ALL OWAED AUTOS O06�1Y INNf1Y 5 SCHEDULED AUTOS iP^` �""^^� - MIHEU AU I OS - Rpl)11YIN1pHV 5 NON-OYMED AU70S IPtt � cotlemj G4RAGE LIA81L� � Y PPOPERTYDAM6fE t E%CE55 L1491LITY EACH Of.C.uaREeCE y UAIBRELLAFOFiM AGGREGATE 6 OTMEq TtAN 111A0RELLA FORM ' � -_ '- - ' _ _ ' " ...: :_r. ..._v.: _z..:.: .. v. __.._..:.._.. ..: �.._.. �:...: v�.. e. �.: �..:..�.: . STATf1TORY LIMITS '::>:_ WOflNER'S GONPENSATION _..i •ND ETCM ALCitIENS 3 OiSE�SE POI�CV LIMiT f EMPLOYEPS' LIABILITY DISEASE—EACH EMPLOYEE 5 OTHEN UFSLqIP710N OF OPERAilONS/LOCPTIONSIVEHICLEStSPEdAl1TEN5 . RE: WESTERN SCULPTURE PARIC, MARION ST,SETWEEN I99 & UNIVSRSITY AVB, ST.PP.L'L_ CERT fiOLDER IS ALSO LZSTED AS AN ADDITIONAL INSURED. COVERAGE TS PROVIDED FOR NAMED INSURED'S OPERATIONS/NEGLSGr.NC� ONLY. . . . ... . .:.::�.:;:r:::�:r.:::::::::. �:�::�.:�.:__:..:r:r..:_:::_.:..:::��r... . .. .� � . � �! zea Y�:._�:. � �C.6:� o - � t..[ r - . � �3�t C :..:.. SHOULD ANV OF THE ABOVE DESCRIBED POLICIES 8E CANCELLED 6EFORE THE CITY OF ST.PAUL EXPIRATION DATE TIIEREOF. THE ISSUING COM°AICY WILL Y79v. ATTN: JOHN WIRICA MAiI �IL*. DAYS WRITTEN NOTICE TO TNE CERTIFlpATE H(1LD'ca M1AMEQ TO THE ST. PAUL PARICS fi R£CREATION - �EFT,561Ua�Xt�'g , �CXBLxfG1 , ,X§i7�Y+Y� , �X§C�3vx�La�J47t}��S;x�;gX' •�i(,yC3{�an 300 CITYHAI.L ANNcX - � 25 W. 4TH STREET - 1C�R9l M.Y'4'.R9.3[!�"5C1K�2{R7CRft�X.�h�}."�.]'13C'1FXX�i;$iff.'�",7{:?. 9 .kR�X�Y ^ r,'`l� ,- fi°.1iY :?iYl�"�:i ST.PAUL� MN SSZOZ = PUTHOPREUf1EPXE5ENT _!l1�1.� JS - 1 ..... .... .. .... . .. . : . .. ..._..: .:__ . _ . .. :: .; .:.-. . . _.__ .:: .: . . . . . . .. .:- _ � - - - - - - ' „,. � - . _ .- .. .:.. .:._.� . . :. .. , .. .. . :: , . . . . . :.. ::..: :: �: :� ,: :� � : : � _...._._...,. �: �: .. :: . .. ,.. .. ... .. .. .. .. ...:. . ?:-:_: •: : zs•S'(7140) (;::°:> -:'-:; .:. ._ - : .: :� r. .: :,;,;., . _ .. . . ..:, ,: ,: ::;:: :: , ::.:: :. :: .. .., _ .:.:. _..::..: : .: . .:,: . Council File # � � 3� Green Sheet # `�� 1�� Presented By Referred to Committee: Date �� 1 2 3 4 5 6 7 WHEREAS, the City of Saint Pau1 has provided certain capital improvements to its Western Park, including new children's play area, pedestrian walks, landscaping and park furniture, and WHEREAS, the City, the Fuller/AUrora neighborhood and Public Art Saint Paul have together planned said park improvements to accommodate the temporary exhibition of up to twenty large scale sculptures, to be known as the Western Park Sculpture Exhibition Program, and 8 WHEREAS, the City and the Fuller/Aurora neighborhood wish to retain the 9 services of Public Art Saint Paul to Eund, coordinate and manage the Western 10 Park Sculpture Exhibition Program through an Exhibition Agreement to be made 11 between the City and Public Art Saint Paul, and 12 WHEREAS, Public Art Saint Paul has the knowledge, skills and abilities, 13 and the resources necessary to fund, coordinate and manage said Exhibition 14 Program, 15 NOW THEREFORE BE IT RESOLVED, that the Council of the City of Saint Paul 16 hereby authorizes and directs the proper City officials to enter into an 17 Exhibition Agreement with Public Art Saint Paul for the funding, coordination 18 and management of the Western Park Sculpture Exhibition Program. Requested by: � .. . . - - . � � � A ��_\ � � Adopted by Council: Date ��q0 � � Adoption Certified by Counci5 Se etary By •.. By: RESOLUTION GITY OF SAINT PAUL, MINNESOTA Form Approved by City Attorney B y : --�� ( I�� `�� DEPARTMENT/OFFICE/COUNqL DAiEINITIATED GREEN SHEET �� NO. 63890 Parks and Recreation June 26, 7998 CONfACTPERSONANDPHONE INITIAL/�ATE INRIAL/DATE John Wirka . 266-6411 � � OEPARTMENTDIflECTOR 4 CITYCOUNqL ASSIGN NUMBERGO ? CfiYATTOFNEY CIT'CLERK MU5f BE ON COUNCIL AGENDA BY (DATE1 �UTNG ORDEft FINANCIAL SERVICES DIR. FINANCIAL SERV/ACCTG .1u1y 8, 1998 3 MAY00.(pftAS5t5iA 5 Parksand Recreaeon TOTAL30FSIGNATUftEPAGES � (CLIPALLLOCATIONSFORSIGNq7Upp ACTION REpUE5iED: Approval of Council Resolution authorizing agreement between the City and Public Art Saint Paul for the Western Park Sculpture Exhibition Program. RECOMMENDATIONS: Approve �A1 or Reject �RI PEftSONAL SERVICE CONTFqCiS MUSTANSWER Tf¢ FOLLOWRJG QUESTIONS: _PLANNING COMMISSION _CIVIL SERVICE COMMISSION �, Has [his persoNfirm ever worketl untler a contract for this department? CIB COMMRTEE YES NO A STAFF 2. Has this persoNfirm ever been a city employee? DISTRICTCOUNQL �'ES NO — — 3. Does this persoNfirm possess a skill not mrmally possessed by any current ciry empioyee? SUPPOftTS WHICH COUNGIL OBJECTIVE? YES NO Explain all yes answers on aepamte sheet antl attach to green sheet. INITIATING PRO&.EM, ISSUE, OPPORTUNITY IWho, What, When. Where, Whyl: Parks and Recreation, the FullerlAurora neighborhood and Public Art Saint Paul have worked together to develop a Sculpture Exhibition Program at the recently redesigned Western Park. This agreement provides for Public Art Saint Pauf's funding, coordination and management of the Program. Sculptures are selected for the Program by an advisory panel composed of representatives of Parks and Recreation, the Fuller/Aurora Block Club, and the art community. ADVqNTAGES IF APPROVE�: Cou�� ResA�rch �:��:� Sculpture Exhibition Program can proceed to installations in July '98. JUL � '� DISADVANTAGESIFAPPqOVED: None �E�E,tVE'is ._ - _.—.-- ---�._. _..._-__.. V. �._ JUL 1 199� �� ; DISADVANTAGESIFNOTAPPROVED: '�i^Z °�� 2g'ggg Sculpture Exhibition Progrem cannot proceed. �' �� TOTAL qMOUNT OF TRANSACTION S NA COST/REVENUE BUOGE(ED (CIRCLE ON� YES NO FVNDWG SOURCE ACTNITY NUMBER UP�L.[ C V�!1 �T FINANCIAL WFORMATION: (EXPLAIN� .lUL 0 21996 � EXHIBITION AGREEMENT REVIEW COPY Dat$ (v 2 (.� � � `�� -( 3 $ This agreement (the "Agreement") is made effeciive June 1,1998, by and between: The City of Saint Paut, a municipal corporation of the State of Minnesota, ("the Cit�') and Public A�t Saint PauT, a non profit corporation, of 46 East 4th Street, Minnesota Building, Suite 828, Saint Paul, Minnesota, 55101 ("PASP"). RECITALS A. The City has allocated capital funds for the redevelopment of Saint Paul's Westem Park (the "Site") and, in response to the request of the Fuller/Aurora neighborhood and PASP, has designed the Site to accommodate the temporary exhibition of up to 201arge-scale sculptures ("Works," individually called "[Nork"). B. Ttuough its 20 by 2000 public art fundraising campaign, PASP wishes to fund and coordinate a Westem Park Sculpture E�ibiflon Program (the "Exhibition Program") on the Site in cooperation with Saint Paul Parks and Reaeation and the Fuller/Aurora neighborhood. Each individual component of the overall Exhibition Program (a "Show ') will have its own selection of W orks and term of display. C. It is intended that the Exhibitien Program will form the basis for educational and outreach activities (the "Outreach Program") for the community's young people and for city residents and visitors. D. Funds are being raised by PASP from a variety of private and public sources to cover costs associated with adininistration, coordination, and implementation of both the Exhibition and Outreach Programs. E. The City and PASP have established an Exhibition Program Advisory Panel (the "Panel") to advise the City and PASP on issues related to the design, development and implementation of Exhibition and Outreach Programs. F. The City and PASP wish to enter into an Agreement that defines the scope of the E�ibition and Outreach Programs and the terms and conditions for implementing those Programs on the Site. TERMS OF AGREEMENT For good and valuable consideration, acknowledged to be suffident, the parties hereby agree as follows: Exhibifion Agreement Page 1 of 13 °1�S -�38- A. Grant of Permission The City heteby grants PASP permission to install and curate the E�ibition Program on the Site and to conduct an Outreach Prograzn on the Site on the terms and conditions set out in this Agreement B. The Exhibifion and Outreach Pmgrams Under the terms of this Agreement, PASP will plan and implement a sculpiure Exhibition Program and a related Ouizeach Prograzn for Saint Paul's Westem Sculpture Park. PASP will conduct the following implementation activities in connection with the Exhibition and the Outreach Programs: 1. Definition of Exhibitian anci Outreach Programs and T'heir Implementation Processes. The attached E�ibit A describes the scope and character of the Exhibition and Outreach Programs and the processes for implementation of these Prograzns. 2. Implementation of Exhibition Curatorial Process. PASP will nnplement a curatorial process to be approved by the Panel and City, such process to indude: a. development and dissenunation of a public Call to Artists for submissions of pre-existing Works proposed by artists for inclusion in the Exhibition Program; b. processing and screenuig of proposals submitted by artists, with consideration given to the following requirements: (1) Works uuluded in the Exhibition Program must be pre-e�sting or be able to be assembled on the Site, (2) Unless otherwise agreed to in writing by the City, Works will not be constructed or fabricated an the Site, (3) Works will be evaluated for their quality as works of art and for their appropriateness for the public setting. Special consideration will be given to issues of safety, stability and durability. c. presentation of proposed Works to the Panel for its selection of those to be included in each Show that is part of the Exhibition Program; d. presentation of the Panel's recommendations to the City, for its approval of the proposed Works to be included in each Show that is part of the E�ibition Program; e. response to and communications with artists regarding the outcomes of the selection process. 3. Implementation of the Exhibition Pragram Process a. PASP will design the installation of approved Works on the Site, identifying a speafic place within the Site (Location) for each Work in each Show. b. PASP will present the installation design, noting sculpture Locations, to the City for City`s approval. Exhibition Agreement Page 2 of 13 9sr-�3� c. PASP will communicate with exhibiting artists and will secure from each artist whose Work is to be included in the Exhibition Program an executed Sculpture Exhibition Agreement in the form attached hereto as Exh�it B. d. PASP will provide to the City an installation schedule for each Show and will coordinate with the City the delivery, installaiion, and de-installation of Works to be exhibited e. PASP will make subcontract arrangements with reputable service providers for transportation of the Works to the Site. f. PASP will coordinate, oversee and participate in all aspects of the installation and assembly of the Works on the Site (the "Installation"), including: (1) inspecting Works upon delivery, to ensure that they meet the conditions established for the Exhibition Program and the terms of contracts with e�chibiting artists and transportation providers; (2) providing an inspection report to the City; (3) placing, installing and assembling each Work at its designated Location; (4) inspecting the installed Works on a monthly basis, and/or as requested by the City, to assess the integrity of the installation and condition of the Works over time; (5) removing Works from the Site and retuming them to their artists, per the terms of the applicable Sculpture Exhibition Agreement to be executed by each artist and PASP. 4. Proaision of materials and labar. PASP will provide all materials and labor to complete the scope of work described herein, including those to install the Works selected for the Exhibition. It is understood that PASP will utilize the services of subcontractors, at its own expense, in connection with the scope of work outlined herein, but will be responsible for the integrity of the overall E�ibiiion and its Installation. 5. Outreach. PASP will develop and implement an Outreach Program that will include tours of the Exhibition and art classes on the Site. PASP will provide an Outreach Program outline and schedule to the City. Program Documentation and Promotion. PASP will document and promote the Exhibition and Outreach Programs, including. a. photographing each Show that is part of the Exhibition Program, documenting the installation process, and providing views of the individual Works installed in the site, and of the Show overalL PASP will provide a selected set of docum.entation photographs to the City for its record; b. producing Exhibition and Outreach Program flyers, brochures, press releases and other promotional materiaLs. Exhibifion Agreement Page 3 of 13 q8 -`3� 7. Sculpture Maintenance. PASP will require the exhibiting artists to warrant that their Works will not require any extraordinary maintenance or cleaning during the term of the installation of the Works on the Site. C. City Support for the Exhibition In support of the Exhibition, the City will assume the following responsibilities: 1. Pane[ Representntive. The City will designate a representative to serve on the PaneL 2. App�aoals. The City reserves the right to approve the definition of the E�ibition and Outreach Programs (Exhibit A), the curatorial process proposed by PASP and the Panel (Section B.2 above), the Works recomm.ended by the Panel (Section B.2.d), and the Installation designs proposed by PASP (Section B.3.b), said approvals not to be unz'easonably withheld or delayed 3. Participation. The City will participate in Exhibition and Outreach plaiuung by providing (to the extent of its lmowledge and ability) advice and information as necessary to properly install the Woiks exhibited and conununicate accurate information about the Site, its design and its history. 4. Mainfenance. The City will continue to provide maintenance of the Site in accordance with its standard utanitenance practices for public park azeas, but the City is under no obligation to maintain the Works installed on the Site. Removal of Warks. The City will have the right to order the removal of any Work installed on the Site by written notice to PASP stating the reason for the removal. Within ten (10) business days after receipt of such notice, PASP will cause the subject Work to be removed from the Site. The City agrees to reimburse PASP for any reasonable costs incurred in connection with the removal of such Work and for the transportation of the Work to its owner. D. Schedule, Installation Acceptance, and Expenses 1. $chedule. The schedule for E�ibition and Outreach Programs is set out in E�ibit C to ffus Agreement. Each pazty will use its best efforts to achieve the milestones and target complerion dates set out in this schedule. 2. Acceptance. When PASP has completed the Installation of the Works in a particular Show, PASP may request a final written approval by the City of the Installation of that Show. The City will not unreasonably withhold its approval and will, within 15 business days after the request, either provide such approval or a written statement detailing its reasons for withholding the approval. PASP will promptly remedy any deficiencies properly identified by the City and then may request a final written approval, which will not be unreasonably withheld or delayed. 3. Program Expenses. Except as otherwise specifically stated herein or as agreed in writing by the City, all artist stipends, materials, installation, travel and incidental Exhibition Agreement Page 4 of 13 9�' expenses incurred by PASP in production of the Exhibition and Outreach Programs will be the responsibility of PASP. E. Warcanties, Risk of Loss, Indemnities and Insurance Warranties. a. PASP represents and warrants that: (1) it has all necessary authorities to enter into this Agreement; (2) it is not a party to any pre�xisting agreement which would be the cause for any breach of this Agreemen# or render this Agreement impracticable by PASP; (3) as of the date of this Agreement, PASP is not aware of any ttueatened or pending claims or suits alleging facts inconsistent with the foregoing PASP representations. b. PASP further wanants that the Exhibition and Installalaon services it provides (either directly or through subcontractors) will be free from defects in materials and workmv�ship. This warranty will not include conditions which arise out of vandalism or misuse. In the event of breach of this warranty, PASP's sole liability will be the workinanlike repair or replacement of the affected portions of the Installation with conforming elements. c. It is recognized that the Sculpiure E�ibition Agreement (E�ibit B), to be signed by artists whose Works will be included in the Exhibition, includes wananties by artists relative to the quality and integrity of the Works. PASP makes no wananties, and specifically disclaims any warranties, with respect to the Works provided by such artists. d. The City represents and wanants that: (1) it has all necessary authorities to enter into this Agreement (2) it is not a party to any pie�xisting agreement which would be the cause for any breach of this Agreement or render this Agreement impracticable by the City. 2. Risk of Loss and IndemniHes. a. The risk of loss or damage to the Site will remain with the City, except to the extent the loss or damage is attributable to the negligent or intentional acts of PASP or its subcontractors in connection with the transportation and Installation of the Works. Once the completed Installation of a Show that is part of the Exhibition Program has been approved by the Ciry (per Section D.2 above), the total risk of loss or damage to the Site will be with the City. b. It is recognized that the Sculpture Exhibition Agreement to be executed by each artist whose Work is included in an Exhibition provides that the risk of loss or damage to the Work will remain with the artist, except to the extent that loss or damage is directly due to the negligent or intentional acts of (1) PASP or its Exhibition Agreement Page 5 of 13 9�r-�38' subcontractors in connection with the transportation or Installation of the Work, or (2) the City in connection with the maintenance of the Site. c It 9s acknowledged by both parties that the Works will be installed in a public place and will be accessible by members of the public. Once a Show that is part of the Exhibition Prograni and its Installation have been accepted by the City, the City will t responsibility for, and defend, indemnify and hold PASP (as well as PASP's agents, employees and subcontractors) harmless against any and all claims or suits alleging personal uyuries or property damage arising out of accidents associated with the Show, the Works included in the Show, and the Installation of the Show and the Works, except to the extent that the acadent is (1) attributable to a patent defect in the Work (in which case the Sculpture Exhibition Agreement applies to make the artist responsible), or (2) subject to the PASP indemnity in Seclion d.2 (b) below. d. For all other claims and suits relating to the E�ibition, the Works in the Exhibition Program, and the Installation of the Works : (1) ArEisf Indemnities. It is recognized that the Sculpture Exhibition Agreement obligates the artist to defend, indemnify and hold PASP and the City (as a third party beneficiary) hannless against various clauns and suits, including those relating to intellectual properties, mechaiucs liens, and intentional and negligent acts and omissions. (2) PASP Indemnities. PASP agrees to defend, indemnify and hold the City (and its officers, agents and employees) harmless against any and all clauns or suits arising from (a) any mechanics or material supplier liens arising out of the Installarion, (b) the intenrional or negligent acts or omissions of PASP or its of£icers, agents, employees or subcontractors in connection with the Installation of a Show or in the performance of this Agreement, or (c) PASP's material breach of any of the terms or provisions of this Agreement. This indemnity will not apply to the extent the claim or cause of action arises out of the negligence or intentional acts or omissions of an artist or the Ciry or its officers, agents or employees. (3) City IndemniHes. The City agrees to defend, indemnify and hold PASP and the artists who have executed Sculpture Exhibition Agreements (and their respective agents, employees and subcontractors) harmiess against any and all claims or suits arising from {a} the intentional or negligent acts or omissions of the City or its officers, agents, employees or subcontractors in connection with the maintenance of the Site or the performance of this Agreement, or (b) the City's material breach of any of the terms or provisions of this Agreement� This indenuuty will not apply to the extent the claim or cause of action arises out of the negligence or intentional acts or omissions of the party seeking indemniry or its officers, agents or employees. e. The City recognizes and agrees tl�at the artists whose Works will be included in the E�ibition Program and PASP's subcontractors are third party beneficiaries of the indemnity provisions of this Section. The parties fiuther acknowledge Exhilrition Agreement Page 6 of 13 `1�-G3 B' that the City is a third party benefidary of the indemnities granted by such aztists such subcontractors in their respective agreements with PASP. 3. Insurance. a. PASP agrees that in order to protect itself as well as the City under the indemnity provisions contained in Section E.2.d(2) above, it will obtain and lceep in force, at its expense, during the term of this Agreement a policy of general liability insurance of not less than $750,000 per occurrence and will not exclude explosion, collapse, and underground property damage, and not contain an aggregate policy limit. On or after January 1, 2000, general liability of $1,000,000 per occurrence will apply. b. Ttie general liability caverage will contain an endorsement naming the City as additional named insured as to acts cominitted by PASP for which the City could be held resgonsible. c. Promptly following the execution of this Agreement, PASP will furnish a Certificate of Insurance evidencing compliance with this Section, which certificate will become part of this Agreement as Exhibit D. The insurance policy will contain a provision requiring thirty (30) days notice of cancellation or change of the policy. d. PASP will require its subcontractors during the term of their agreement with PASP to (1) obtain and keep in force policies of general liability insurance identical to those required for PASP under this Section and (2) upon the City's request, fumish Certificates of Insurance evidencing compliance with this Section e. PASP will likewise require that artists whose Works are included in an Exhibition (1) either obtain and keep in force policies of general liability insurance identical to those required for PASP under this Section or be named as an additional named insured on the PASP insurance descxibed in this Section, and (2) upon the City's request, furnish Certificates of Insurance evidencing compliance with this Section F. Coardination and Relationship Coordination. a. The City of Saint Paul, Division of Pazks and Recreation, is designated to adininister this Agreement, and all approvals, notices to proceed and other written direciions required will be given by the Superintendent of Pazks and Reaeation or his designee. b. PASP designates its President to admntister this Agreement, and all notices and other communicalaons required will by given by the President. 2. Relationshiq. For the purpose of this Agreement, PASP will be deemed an independent contractor and not an employee or agent of the City. Any and all employees, subcontractors, or agents of PASP will not be considered employees or agents of the City. Exhilrition Agreemenf Page 7 of 13 �g-cs� G. Other Pmvisions 1. Term and Terrnina#mt. a. This Agreement will 2iave an initial term of two years and thereafter will be subject to successive automatic annual renewals unless either pariy provides the other with written noiice of non-renewal at least 90 days in advance of a renewal period. b. Either party may terminate this Agreement in the event the other party faiLs to cure a material breach of any obligation hereunder more than 30 days after written notice of such breach ("Cause"). c. This Agreement may be terminated immediately by PASP upon written notice to the City in the event the E�ibition or Outreach Program is prevented or materially altered by actions beyond the reasonable control of PASP. d. Upon tennuiation of this Agreement, PASP will prompUy arrange the orderly de-installation of all Works in any then-standing Show. In the event this Agreement is terminated for Cause by PASP or without Cause by the City, the City will bear the reasonable cost of such de-installation. In any other case of termination, such costs will be borne by PASP. e. All provisions which are by their nature continuing will survive tP*�+�nation of tiva Agreement. 2. Assignmettt. Any assignments of this Agreement by one pazty without the eupress written mutual consent of the other party will be void. 3. Entire Agreement. This Agreement represents the entire agreement between fihe parties and the provisions of this Agreement will supersede all prior oral and written commitments, contracts and understandings with respect to the subject matter hereof. The reatals at the begiiuung of this Agreement are incorporated herein by reference. 4. Amendments. This Agreement may be amended only by an instrument in writing executed by all parties hereto. 5. Goaerrting Law. This Agreement is aclmowledged to have been made in and will be construed in accordance with the ]aws of the State of Minnesota. Any action to enforce the obligations created by this Agreement will be brought before a court of competent jurisdiction within the State of Mnutesota, Ramsey County. T11e prevailing pariy in any such action will be entitled to recover its costs and expenses thereof, including reasonable attomeys fees. 6. Constructiort. Should any paragraph, sentence, or any portion of a pazagraph or sentence of this Agreement be judicially held to be invalid, unenforceable, or void, such holding will not liave the effect of invalidating or voiding the remainder of such sentence, paragraph or the Agreement Exhibition Agreement Page 8 of 13 q�-G38' IN WITNESS WHEREOF, the parties hereto have executed this Agreement effective as of the day and year first above written. PUBLIC ART SAINT PAUL TIiE CITY OF SAINT PAUL ("PASP") ('The City) by by Eggum, Mayor by by ' tine M. Podas-Larson, President Director, Finaztcial Services by Superintendent, Parks and Recreation Approved as to Form by Assistant City Attorney Exhibifion Agreemenf Page 9 of 13 Rxhi A EXHIBTTION PROGRAM SUNIMARY q$-G�� Saint Paul's Westem Sculpture Park Exhibition Program will feature up to ZO ]arge scale original Works of sculpture. The opportunity to e�ibit Works is open to artists from throughout the worid through an annual open call to artists to propose pre�xisting Works for inclusion in the Bxtubition Program. Individual components of the overall E�iibition Program (the "Shows'), will each tiave its own selection of Works and term of display. An advisory panel, composed of representatives of Saint Paul Pazks and Recreation, the Fullet Aurora Block Qub, and the art community will oversee the Exhibition Progxam's planning and implementation, providing recommendations for action and approval to the City and PUBLIC ART SAINT PAUL. The inaugural Show, scheduled to open in the suminer of 1998, will consist of 12 to 15 Works. Subsequenfly, new Works will be added to the Exhibition Program at the rate of approximately 5 each yeaz, replacing Works that will rotate out of the Exhibition Program. Works will be selected for their quality as works of art and for their appropriateness for this public setting. Special consideration will be given to issues of safety, stability, and durability. Works exhibited will be either pre-e�sting or able to be assembled on the site. They will not be constructed or fabricated from scratch on the site. PUBLIC ART SAIN'T PAUL will contract with the City (the owner of Western Park) for permission to install and e�chibit Works in Western Pazk and to conduct related community Outreach activities. Through its 20 by 2000 campaign, PUBLIC ART SAIIVT PAUL will raise the funds to support plaiuung and implementation of the Exhibition and Outreach Programs. PUBLIC ART SAINT PAUL will contract with: 1) a qualified and experienced sculpiure exhibition plazuter and designer to serve as Saint Paul's Westem Sculpture Park Exhibition program curator. The curator's responsibilifies will include Installafion of the Works in the Park and removal of Works from the Pazk at the end of their Exhibition term; 2) artists for the exhibition of their Works. Each artist will each be paid a stipend for the loan of W ork for the Exhibition Program; 3) transportation contractors for delivery of Works of art to the Park and for retum of the Works at the end of their term of display; 4) a qualified and euperienced sculptor and art educator to seroe as Outreach coordinator. Job responsibilities will include engaging artists, azt educators, and arts organizations to implement the Outreach Program. Exhibitian Agreement Page 10 of 13 �� -�3� �b�t s SCULPTURE EJCHIBTTION AGREEMENT Exhibition Agreement Page 11 of 13 q8-638' SCULPTURE EXHIBITION AGREEMENT This agreement (the "Agreement") is made effective between: Public Art Sair� Paul, a non-profit corporation, of 46 East 4th Street, Minnesota Building, Suite 828, Saint Paul, Minnesota, 55101 (PASP); by and and Artist). an individual, of (the RECTTALS A. The City af Saint Paul (the "City") has allocated capital funds for the redevelopment of Saint Paul's Westem Pazk (the "Site"), a property owned by the City, and, in response to the request of the Fuller/Aurora neighborhood and PASP, has designed the Site to accommodate the temporary e�ibition of up to 201azge-scale sculpiures ("4Vorks" individually called "WorK'). B. Through its 20 by 2000 public art fundraising campaign, PASP wishes to fund and coordinate a Westem Pazk Sculpiure Exhibition Program (the "Exhibition Program") on the Site in cooperatian with the City and the Fuller/Aurora neighborhood. Each individual component of the overall Exhibition Program (a "Show") will have its own selection of Works and term of display. C. The City has granted PASP permission to install and curate the Exhibition Program and to conduct an Outreach Program on the Site. D. The City and PASP have established an Exhibition Advisory Panel (the "Panel") to advise the City and PASP on issues related to the design, development and implementation of the Exhibition and Outreach Programs. E. The Artist is a sculptor who has created a work of art (the "Sculpture '), described below, and wishes to have the Sculpture included among the Works in the Exhibition Program. F. The parties wish to define the terms and conditions under which the Sculpture will be included in the Exhibition Program. TERMS OF AGREEMENT For good and valuable consideration, acknowledged to be sufficient, the parties hereby agree to the following. Sculpture Exhibition Agreement Page 1 of 11 g8-�38' 1. Sculpture: This Agreement applies to the following Sculpture, which has been created by Title: Dimensions: (Height, Width and MateriaLs: Approximate Weigh�: Artist's Telephone Number: _ Term of E�ubition: The Panel has selected and approved the above-described Sculpture for inclusion in the Exhibition and for exhibition on the Site. There are to be no subsritutions for the approved Sculpture without the prior written approval of PASP. 2. Exhibition Agreement The Artist hereby agrees to loan the Sculpiure to PASP for display in the Exhibition Program for the Term of E�ibikion described above. PASP will arrange to e�ubit the Sculpture in the Exhibition Program, subject to the terms and conditions set out in this Agreement. T'he Term of Exhibition may be extended or reduced by written agreement between PASP and the Artist. 3. Terms and Conditions: The following terms and conditions apply to the inclusion of the Sculpture in the Exhibition Program: a. Transportation and Installafion of the Sculpture. The Artist shall work with PASP's Exhibition Program Curator (the "Curator") to: (1) arrange for transportation of the Sculpture to the Site. The Artist is responsible for loading the Sculpture on to the transportation vehicle and for confirming with PASP, via the attached form (Exhibit A: Loading Condiiion Confirmation), that the Sculpture is in good and displayable condition at the time it is loaded on to the vehicle; (2) provide complete, detailed instructions for the proper and safe installation of the Scuipture in the Site. Such instructions must assure that the Sculpture can be installed by PASP so as to be completely stable and safe. Installation of the Sculpture will be implemented by PASP and its subcontractors based upon the Artist's instructions. The Artist may pazticipate in the installation of the Sculpture, at the ArtisYs expense; (3) arrange for removal of the Sculpture hom the Site at the end of the Term of Exhibition and for return transportation of the Sculpture to the Artist. The Artist is responsible for unloading of the Sculpture from the transportation vehicle and for accepting, via the attached form (Exhibit B: Sculpture Retum Acceptance), the retum receipt of the Sculpture. b. Acceptance. When the Sculpture has been delivered to the Site, PASP has received the signed Loading Condition Confirmation, and the Sculpture has been installed according the Artist's instructions, PASP will grovide a written acceptance of the Sculpture Exhibition Agreement Page 2 of II 98-�38 receipt and installation of the Sculpture. PASP sliall not unreasonably withhold its acceptance and will, within 15 business days after receipt and installation of the Sculpture, either provide such approval or a written statement detailing its reasons for withholding the approval. T'he Artist shall promptly remedy any defidencies properly identified by PASP and then request a final written approval, which chall not be unreasonably withheld. c. Exlu7rition Program Documentation, p�omotion and Outreach The Artist shall provide PASP with a biography and with nanative information about the Sculpture for use in Exhibition Program.documentation, pmmotion and the Outreach Program. d. Payment. For the loan of the Sculpture for exhibihon in Western Sculpture Pazk, PASP will pay the Artist an honorarium of $2,000, payable in thzee installinents: (1) $1,000 upon PASP's receipt of delivery of the Sculpture to the Site, receipt of the Artist's I.oading Condition Confirmakion and PASP's acceptance of the receipt and installation of the Sculpture; (2) $500 when the Sculpture has been on exhibition in the Site for one-half of the Term of Exhibition; (3) $500 upon removal of the Sculpiure from the Site, retum delivery of the Sculpture to the ArHst, and PASP's receipt of the Artist's Sculpture Retum Acceptance (which shall not be unreasonably withheld or delayed). e. Warranties. (1) The Artist represents and wanants to PASP and the City that: (a) the Sculpture is the original product of the Arlist's own creative effort and Artist owns all right, title and interest in and to the Sculpture; (b) the Artist is not a party to any pre-existing agreement which would be the cause for any breach of this Agreement or render this Agreement impracticable by the Artist; (c) the Sculpture will, at the time of execution of this Agreement, be free and clear from all liens, including those from material suppliers and subcontractors, (d) as of the date of this Agreement, the Artist is not aware of any threatened or pending claims or suits alleging facts inconsistent with the foregoing Artist representations; (e) the Sculpture will, at the time of its loading on to the transport vehicle, be free from material defects which cause or accelerate the destruction or deterioration of the Sculpture; (f) the Sculpture will not require any extraordinary maintenance or cleaning during the Term of Exhibition; (g) The Artist has all necessary authorities to enter into this Agreement. Sculprure Exhibition Agreement Page 3 of 11 ° ��'��8" (2) The Arhst further warrants to PASP and the City that the Sculpture will be free from defects in materia]s and workmanship and, at the time of its loading on to the transport vehicle, will be in good condition It is understood that this warranty will not include conditions which arise out of vandalism or misuse once delivery of the Sculpture to the Site has been accepted by PASP. In the event of breach of this warranty, the sole liability of the Artist will be the worl�anlike repair or replacement of the affected portions of the Sculpture with confornvng elements. (3) The Artist will not permit (and will prompfly disctiarge) any liens or encumbrances against the Sculpiure atlributable to Artist. (4) It is recognized that PASP will be contracting with a Curator for the installation of the Sculpture on the Site, and that PASP's contract with the Curator includes warranties by the Curator relative to the installation of the Sculpture. The Artist makes no warranties, and specifically disclaims any wananties, with respect to the quality or integrity of such installation, other than those respecting instructions provided by Artist for installation of the Sculpture. The Artist wanants that those instructions will be accurate and sufficient to allow safe and proper installation of the Sculpture. (5) PASP represents and wanants that: (a) it has all necessary authorities to enter into this Agreement; (b) it is not a party to any pre-existing agreement which would be the cause for any breach of this Agreement or render this Agreement impracticable by the PASP. f. Title, Risk of Loss and Indemnities. (1) The Artist will retaitt title to the Sculpture at all times. Neither PASP nor the City will have any obligation to purcY�se the Sculpture. (2) The risk of loss or damage to Sculgture will be borne by the Artist at all times except to the extent that loss or damage is direcfly due to the negligent or intentional acts of {1) PASP or its subcontractors in connection with the transportaiion or installation of the Sculpture, or (2) the City in connection with its maintenance of the Site. (3) The cantract between the City and PASP provides that the risk of loss or damage to the Site will remain with the City, except to the extent the loss or damage is attributable to the negligent or intentional acts of PASP or its subcontractors (including the Artist) in connection with the transpoztation and installation of the Sculptures. The contract between the City and PASP further provides that once the compieted installation of a particular Show that is pazt of the Euhibition Program has been approved by the City, the total risk of loss or damage to the Site will be with the City. (4) It is acknowledged by both parties that the Sculpture will be installed in a public place and will be accessible by members of the public. The contract Sculpture Exhibition Agreement Page 4 of 11 q�—c 3 b'r between PASP and the City provides that once a Show and its Installation liave been accepked by the City, the City will take responsffiility for, and defend, indemnify and hold PASP (as well as PASP's agents, employees and subcontractors [including the Artist]) harmless against any and all claims or suits alleging personal injuries or property damage arising out of accidents associated with the Exhibition, the Works uuluded in the Show (including the Scuipture that is the subject of this Agreement), and the installation of the Exhibition and the Works (including the Sculphue), except to the extent that the accident is attributable to a patent defect in the Sculpture, in which case the Artist will be responsible. (5) For all other clauns and suits relating to the E�ibition Program, the Works included in its individual Shows, and the Installation of Works: (a) Artisf Indemnifies. The Artist agrees to defend, indemnify and hold PASP and the City and their respective officers, agents, subcontractors and employees harmless against any and all claims or suits arising from (a) any claim that the Sculpture infringes on the copyright, patent or other proprietary rights of any third person, (b) any breach of Artist's warranty respecting mechanics or material supplier liens, (c) the Artist's inteniional or negligent breach of any other of the terms or provisions of this Agreement, or (d} any other negligent act or omission of the Artist or the ArtisYs employees or subcontractors in the performance of this Agreement. This indemnity shall not apply to any indemnitee to the extent that the claim or cause of action arises out of the negligence of that indemnitee or its officers, agents or employees. (b) PASP Indemnities. PASP agrees to defend, indemnify and hold the Artist (and the Artist's agents, employees and subcontractors) harmless against any and all claiuvs or suits arising from (1) PASP's intentional or negligent breach of any of the terms or provisions of this Agreement, or {2) by any other negligent act or omission of PASP or PASP's officers, agents, employees or subcontractors in the performance of this Agreement. This indemnity shall not apply to the extent the claim or cause of action arises out of the negligence of the Artist or the ArtisYs agents or employees or subcontractors. (c) City Indemnities. It is acknowledged that the contract between the City and PASP provides that the City will defend, indemnify and hold PASP, the Artist, and the other artists whose Works aze included in the E�ibition (and their respective agents, employees and subcontractors) harmless against any and all claims or suits arising from {a) the intentional or negligent acts or omissions of the City or its officers, agents, employees or subcontractors in connection with the maintenance of the Site or the performance of this Agreement, or (b) the City's material breach of any of the terms or provisions of its Agreement with PASP. This indemnity will not apply to the extent khe claim or cause of action Sculpture Exhibition Agreement Page S of 11 °I�- � � arises out of the negligence or intentional acts or omissions of the party seeking indemnity or its officers, agents or employees. (b) PASP and the Artist recognize and agree that the City, the other artists whose Works will be included in the Exhibition Program, the subcontractors of PASP, and the officers, agents and employees of each are third party beneficiaries of the indemnity provisions of this Section. g Ittsurance. (1) Artist agrees that in order to protect itself as well as PASP, the City, and others under the indemnity provisions contained in Section 3.f above, Artist will obtain and keep in force, at Artist's expense, during the term of this Agreement a policy of general liability insurance of not less than $750,000 per occurrence and will not exclude explosion, collapse, and underground property damage, and not contain an aggregate policy limit. On or after January 1, 2000, general liability of $1,000,000 per occunence will apply. (2) The general liability coverage will contain an endorsement naming PASP and the City as additional named insured as to acts committed by the Artist for which the Arkist could be held responsible. (3) The Artist will fumish a Certificate of Insurance evidencing compliance with this Section, which certificates will become part of this Agreement as Exhibit C. The insurance policy will contain a provision requiring thirty (30) days notice of cancellation or change of the policy. (4) The Artist will require its subcontractors during the term of their agreement with the Artist to (1) obtain and keep in force policies of general liability insurance identical to those required for the Artist under this Section and (2) upon the request of PASP or the City, fumish Certificates of Insurance evidencing compliance with this Section. (5) The ArHst will likewise require that its subcontractors (1) either obtain and keep in force policies of general liability insurance identical to those required for the Artist under this Section or be named as an additional named insured on the Artists insurance described in this Section, and (2) upon the request of PASP, fumish Certificates of Insurance evidencing compliance with this Section D. Coordination and Relationship 1. Coordination. PASP's President is designated to administer this Agreement, and all approvals, notices to proceed and other written directions required sYiall be given by the President or her designee. 2. Relafionship. For the purpose of this Agreement, the Artist shall be deemed an independent contractor and not an employee or agent of PASP. Any and all employees, Sculpture Exhibition Agreement Page 6 of Il �$-L38 subcontractors, or agents of the Artist shall not be considered employees or agents of PASP. E. Other Provisions 1. Term and Termination. a. This Agreement may be texminated by either party upon 30 days written notice should the other party fail to perform in accordance with its terms through no fault of the party initiating the termination, and such failure remain uncared (in whole or in part) at the end of such 30 days. b. This Agreement may be temunated by PASP upon notice to the Artist in the event the City orders removal of the Sculpture from the Site or that the Exhibition Program is prevented or materially altered by actions beyond the control of PASP. c. In the event of termination, the Artist shall be compensated for the Term of the Exhibition of the Sculpture to the temvnation date. d. All provisions which are by their nature continuing will survive termination of this Agreement. 2. Assignment. Any assignments of this Agreement by one party without the express written mutual consent of the other parties shall be void. 3. Entire Agreement. This Agreement represents the entire agreement between the parties and the provisions of this Agreement sl�all supersede all prior oral and written commitrnents, contracts and understandings with respect to the subject matter hereof. The recitals at the beginning of this Agreement are incorporated herein by reference. 4. Amendments. This Agreement may be amended only by an inshument in writing executed by all parties hereto. 5. Goaerning Law. This Agreement is acknowledged to have been made in and shall be construed in accordance with the laws of the State of Muutesota. The Artist hereby aclmowledges that by virtue of this Agreement, he is conducting business in such state and shall be subject to the jurisdiction of the courts of Minnesota. Any action to enforce the obligations created by this Agreement shall be brought before a court of competent jurisdiction within the State of Muulesota, Ramsey County. The ptevailing party in any such action shall be entitled to recover its costs and expenses thereof, including reasonable attomeys' fees. 6. Construction. Should any pazagraph, sentence, or any portion of a paragraph or sentence of this Agreement be judidally held to be invalid, unenforceable, or void, such holding shall not have the effect of invalidating or voiding the remainder of such sentence, pazagraph or the Agreement. Sculpture Exhibition Agreement Page 7 of 11 al�-c3sr IN WTI'NESS WHEREOF, the parties hereto have executed this Agreement effective as of the day and year first above written PUBLIC ART SAINT PAUL ("PASP") by Thomas E�um, Boazd Chair by Christine M. Podas-Larson, President Artist Sculpture Exhibition Agreement Page 8 of 11 °It -�3�r E�chibit A LOADING CONDITION CONFIRMATION As scheduled by PUBLIC ART SAINT PAUL, the work of art described below (the "Sculpture'� lias been turned over by me to the Sculpture Transporter named below. I have inspected the Sculpture after it was loaded on to the Vehicle. I hereby confirm that it is in good and displayable condition The Sculpture Artist: Dimensions: (Height, Width and Depth): Approximate The Transporter 11i Company. Date and Address of Sculpture Pick-up Address of Sculpture Name of Artish (Please Print or Signature Date Sculpture Exhibition Agreement Page 9 of 11 9 �-�3�r �b�t s SCULP'I'URE RETURN ACCEPTANCE The work of art described below (the "Sculpture") lias been mturned to me by the Transporter named below. I have inspected the Scuipture and hereby confirm that it is in good condition and I accept its retum. The Sculpture Artist: Dimensions: (Height, Width and Depth): Approximate W The Transporter Company Date and Address of Scuipture Retum Address of Sculpture Name of Artist: (Please Print or Sculpture Exhibition Agreement Page 10 of 11 �� EXHIBIT C CERTIFICATE OF INSURANCE Sculpture Exhibition Agreement Page 11 of 11 Exhibit C SCHEDULE Milestone Tar�et Date Definition of scope and January,1998 character of E�ubition and Outreach prograins and the processes for implementation of these programs Curatorial Process: development and disseminaHon of Call to Artists, processing of responses, Panei deliberations and recommendations, City approval. Installation of inaugural Exhibiison and initiation of Outreach program. June,1998 July, 1998 Commencement of curatorial January,1999 process for 1999 E�ibition. 9�'-�38� Exfiibition Agreemenf Page 12 of 13 .. EXHIBTT D � $ 'C'3 �' CERTIFICATE OF INSURANCE Exhibitian Agreement Page 13 of 13 REGEIVEI .Tun�25, 14:26 ra1 by: SCHNEIDER AGENCY (14:27) Pa 2 of 2 ._�;_:::..:___-->-': `-__:€__:::::_:::_::;:;::_::.::i:_ .:.:.:.....:. _ - - - - �SSU� TE b:Mt I'Jf �.. w' :. .. ... .,- :(: c: : :: "" _ : _in.c.::�c��,::c5.v. c::.�:::a:::i:'i.r.i::� _ JA ( �DIYq " -y: � - ' , - _ _ - _ _ - EF. _ AT�: _ SU -- - I :. � � = C -- - --- --- --- -- - - - - - — �°� N .... . .......:....:._..,.�.,�.�.,.=.n.a....,�...�....,...::::..::;:::_::_.::: =__ . _ --._...�...._...---.... _ _�_. �1.. _ _.RA......_E,.._.�::;.�.v.�. _::_.::->:._:;: - ° ;_��. . -._ - ____._: ,. :_-_=__ _ -_ _:,___.._:_:_:.__.�:- .:::.:...:: ..:-_ .:::___ _: ==== ==== _-___ ___ __ ______� __= __ _-_ = ________ = ======-- __ _- __: ___:__ : :-::. o --- .. _ .. .------ .. .. ____ - .. ..... ....... _..... _ --__.: ..------- ---- - --- ----- -__°- ---- -_° _--- -.._.:-:__ .___. .. .._:: .: .. � �'19.�� AR S FAOOY[ER THIS CERTIFICATE IS ISSUED AS A MATTER OF 1'i�OR7.tATiO� ��{T� N CONFERS NO RIGHTS UPON TNE CERTIFICATE HOLDER. THIS CERTIFICATE TC FIELD AND CO IIZC DOES NOT AMEND, EXTEND OR ALTEfl THE COVERAGc AFFORDEQ BY THE POLICIES BELOW. BOX 64016 - COMPANIES AFFORD�R�G CCVE�AGE ST PAUL , MN J S 1 V� COMPANY - . � �Er�Ea A� � PENN—AMER2CA INSURANCE CO:dPANY COfdPANY B " � INSUREO LETTFfl PUBLIC AR2 SAIIiT PAUL E�EpYC � 46 EAST FOURTH STRE£T CO�FA�NY D _ � SAINT PAVL� MN 55101 C.(IMPI�NV E. IETTER � '�D�EHlFL�i�$`� ii� 7.`:�[';':" �;17:Si!"'•[:c:r F:,:Cij r:� iii' �'� i:'t.:5s. �iipm:�n:'ns,p:j2��yiia::aci �a:,ee� 5lp5pSe:.'v"-!' lae: �;;e:[::CS:! _�:] _:>:; E: _ii::5 �_. z4::i�C?6: �:::.:::::::C:O:i::�f G!:f'(`:?}?=k.5c_ :: C:= . . . .....:._ .._....:_ ._...�i.�p .:5. ��..:._.... :::......� _._.... ...... ........ .. ................... THIS IS TO CER7IFY iHA7 THE POl1C4ES OF INSUHANCE LISTED BElOW F{AYE BEEN ISSUEO TOTF{E INSUREO tSAMED ASOb'E FOR TNE FOLICY 7ER�OD IN�ICATED, NOTWITHSTAlJDING ANY ftEQV�REMEN7, TERM OR CONDITIOIJ OF ANY CONTRACT OR OTHER DOCUMENT WITH AESPEGT TO VJHICH TFiIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN. TME INSUFAVCE AFFORDED BV THE P�IICIES DESCRIBED HEREIN IS SUBJECT TO AL_ THE TERMS, EXCL'JS:ONS A4D Ca.`,'D:?fONS ^F SJCti ?O� �:ES. tt:h:T,°, ,^,t:J;:ti :;n �.yA:'� B'cciJ R�DUC`cD 8`f PFiO CLn:idS. �� TYPE Of INSUflA?10E POUCY NUMBEfl POLICY EFFECTrvE POUGY EXPIPATION LIMITS LTP DATE IMM:DO/YY� OATE 1k1AL•OOIYq LENEPALL�ABILITY f.ENEAnLAGGPEGATE 21, DOO OOO A X CJMMCFlCIALOCNEPALLIAB�LITY PAC6075428 06/19/98 06/19/99 pqpDUCTS-f.Oi.iP•Q�AAC.. FSEE �CC L ClAIMS tAADE � OGCVH. �Efi50NAL S AD�. INJVRY E 1 � O O O 1 O Q O '^N OWNEA'S i CONTRACTOR'S PR07. EACH OCCUPpENCE 51 O O O O O O FI'lE DAM1tAGE (A�iy une Inej 5 S O � O O O MEU Exf+ENSE (�ry c�e pc'eon) a 1� 0 0 0 AUTOMOEIIE UA6ILITY CUMBINED $INGLE 5 ANY AUTO LRA1T ' ALL OWAED AUTOS O06�1Y INNf1Y 5 SCHEDULED AUTOS iP^` �""^^� - MIHEU AU I OS - Rpl)11YIN1pHV 5 NON-OYMED AU70S IPtt � cotlemj G4RAGE LIA81L� � Y PPOPERTYDAM6fE t E%CE55 L1491LITY EACH Of.C.uaREeCE y UAIBRELLAFOFiM AGGREGATE 6 OTMEq TtAN 111A0RELLA FORM ' � -_ '- - ' _ _ ' " ...: :_r. ..._v.: _z..:.: .. v. __.._..:.._.. ..: �.._.. �:...: v�.. e. �.: �..:..�.: . STATf1TORY LIMITS '::>:_ WOflNER'S GONPENSATION _..i •ND ETCM ALCitIENS 3 OiSE�SE POI�CV LIMiT f EMPLOYEPS' LIABILITY DISEASE—EACH EMPLOYEE 5 OTHEN UFSLqIP710N OF OPERAilONS/LOCPTIONSIVEHICLEStSPEdAl1TEN5 . RE: WESTERN SCULPTURE PARIC, MARION ST,SETWEEN I99 & UNIVSRSITY AVB, ST.PP.L'L_ CERT fiOLDER IS ALSO LZSTED AS AN ADDITIONAL INSURED. COVERAGE TS PROVIDED FOR NAMED INSURED'S OPERATIONS/NEGLSGr.NC� ONLY. . . . ... . .:.::�.:;:r:::�:r.:::::::::. �:�::�.:�.:__:..:r:r..:_:::_.:..:::��r... . .. .� � . � �! zea Y�:._�:. � �C.6:� o - � t..[ r - . � �3�t C :..:.. SHOULD ANV OF THE ABOVE DESCRIBED POLICIES 8E CANCELLED 6EFORE THE CITY OF ST.PAUL EXPIRATION DATE TIIEREOF. THE ISSUING COM°AICY WILL Y79v. ATTN: JOHN WIRICA MAiI �IL*. DAYS WRITTEN NOTICE TO TNE CERTIFlpATE H(1LD'ca M1AMEQ TO THE ST. PAUL PARICS fi R£CREATION - �EFT,561Ua�Xt�'g , �CXBLxfG1 , ,X§i7�Y+Y� , �X§C�3vx�La�J47t}��S;x�;gX' •�i(,yC3{�an 300 CITYHAI.L ANNcX - � 25 W. 4TH STREET - 1C�R9l M.Y'4'.R9.3[!�"5C1K�2{R7CRft�X.�h�}."�.]'13C'1FXX�i;$iff.'�",7{:?. 9 .kR�X�Y ^ r,'`l� ,- fi°.1iY :?iYl�"�:i ST.PAUL� MN SSZOZ = PUTHOPREUf1EPXE5ENT _!l1�1.� JS - 1 ..... .... .. .... . .. . : . .. ..._..: .:__ . _ . .. :: .; .:.-. . . _.__ .:: .: . . . . . . .. .:- _ � - - - - - - ' „,. � - . _ .- .. .:.. .:._.� . . :. .. , .. .. . :: , . . . . . :.. ::..: :: �: :� ,: :� � : : � _...._._...,. �: �: .. :: . .. ,.. .. ... .. .. .. .. ...:. . ?:-:_: •: : zs•S'(7140) (;::°:> -:'-:; .:. ._ - : .: :� r. .: :,;,;., . _ .. . . ..:, ,: ,: ::;:: :: , ::.:: :. :: .. .., _ .:.:. _..::..: : .: . .:,: .