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JK Mosaic, LLC ~ C200066 CITY OF TIGARD, OREGON-CONTRACT SUMMARY FORM (THIS FORM MUST ACCOMPANY EVERY CONTRACT) C2700010 6Contract Title: Thi ard's Outdoor Museum Mosaics Number: Contractor: )K Mosaic.LLC Contract Total: $35,000 Contract Overview: Design. fabricate. and install mosaics alonTiard Heritage Trail. Initial Risk Level: ❑ Extreme ❑ High ❑ Moderate ® Low Risk Reduction Steps: There is minimal travel involved in this scope of work. Risk Comments: Risk Signature: Contract Manager: Schu\ler Warren Ext: 2437 Department: Community Dev Type: ❑ Personal Svc %; Professional Svc ❑ Architectural Agr ❑ Public Imp ❑ General Svc ❑ Engineering Svc ,�c Other: A 4 +Ajar.. Start Date: 2/4/2020_End Date: 6/30/2020_ Quotes/Bids/Proposal: FIRM AMotTNT/SCORE . Grant Funded Account String: Fund-Division-Account Work Order—Activity Tyne Amount FY 19-20 420-8000-56005 92034-140 535.000 FY FY FY FY Auurovals - LCRB Date: Department Comments: zroe . _ �a Department Signature: �� _..../.....__Purchasing Comments: u .— . Purchasing Signature: 49/ 2.City Manager Comments: 0 City Manager Signature: ��' /� ,.; After securing all required approvals, forward original copy to the Contracting and Purchasing Office along with a completed Contract Checklist. CO20006& CITY OF TIGARD,OREGON ARTIST AGREEMENT TIGARD'S OUTDOOR MUSEUM MOSAICS THIS AGREEMENT made and entered into this 4`h day of February, 2020, by and between the City of Tigard, a municipal corporation of the State of Oregon, hereinafter called City, and JK Mosaic, LLC, hereinafter called Artist, collectively hereinafter called the Parties. RECITALS WHEREAS, City, has need for the services of an individual or firm with a particular_training, ability, knowledge, and experience possessed by Artist, and WHEREAS, City has determined that Artist is qualified and capable of performing the professional services as City does hereinafter require, under those terms and conditions set forth, and WHEREAS, the Artist was selected to design, execute, fabricate, transport and permanently install artwork as described in Exhibit A, artwork will be installed along the Tigard Heritage Trail and for all of Artist's services contemplated by this Agreement from negotiation of final design to delivery and installation of artwork within the time and price limitations set by the City. THEREFORE, in consideration of those premises as generally recited and in consideration of each party's performance of the terms and conditions of this Agreement as they run to the benefit of the other party, the Parties agree as follows: 1. SCOPE OF WORK Artist will initiate services immediately upon receipt of City's notice to proceed together with an executed copy of this Agreement. Artist agrees to complete work that is detailed in Exhibit A, incorporated herein by reference (the "Artwork"). 2.EFFECTIVE DATE AND DURATION This Agreement is effective upon the date of execution and expires on June 30, 2020, unless otherwise terminated or. extended. All work under this Agreement must be completed prior to the expiration of this Agreement. 3. COMPENSATION City agrees to pay Artist an amount not to exceed Thirty-Five Thousand and No/100 Dollars ($35,000.00) for performance of those services described in this Agreement. The City agrees to pay Artist in accordance with the fee schedule outlined in Exhibit A. Payments made to Artist will be made accordance with the payment schedule detailed in Exhibit A and will be made based on Artist's invoice. 4.CONTACT INFORMATION All notices, bills, and payments shall be made in writing and may be given by personal delivery, mail, fax or email. Payments may be delivered by personal delivery, mail, or electronic transfer. The following addresses and contacts shall be used to transmit notices,bills,payments,and other information: 1i CITY OF TIGARD ,rK MOSAIC,LLC Attn: Schuyler Warren Attn: Jennifer Kuhns Address: 13125 SW Hall Boulevard Address: 261 Porter Creek Road Tigard, Oregon 97223 Elma,Washington 98541 Phone: (503) 718-2437 Phone: 360-482-8024 Email: schuvlei-wacritivard-or..trov Email: ienniferQikmosaic.com Notice will be deemed given upon deposit in the United States mail,postage prepaid,or when so faxed, upon successful fax. In all other instances, notices, bills and payments will be deemed given at the time of actual delivery. Changes may be made in the names and addresses of the person to who notices,bills, and payments are to be given by giving written notice pursuant to this paragraph. 5.ARTIST AS INDEPENDENT CONTRACTOR Artist certifies that: A. Artist acknowledges that for all purposes related to this Agreement, Artist is an independent contractor as defined by ORS 670.600 and not an employee of City. Artist is not entitled to benefits of any kind to which an employee of City is entitled and is solely responsible for all payments and taxes required by law. Furthermore, in the event that Artist is found by a court of law or any administrative agency to be an employee of City for any purpose, City is entitled to offset compensation due, or to demand repayment of any amounts paid to Artist under the terms of this Agreement, to the full extent of any benefits or other remuneration Artist receives (from City or third party) as a result of said finding and to the full extent of any payments that City is required to make (to Artist or to a third party) as a result of said finding. B. Artist is not an officer, employee, or agent of the City as those terms are used in ORS 30.265. 6. GENERAL TERMS A. Payment by the City releases City from any further obligation for payment to Artist for services performed or expenses incurred as of the date of the invoice. Payment may not be considered acceptance or approval of any work or waiver of any defects therein. B. Artist must make payments promptly, as due, to all persons supplying labor or materials for the performance of the work provided for in this Agreement. C. Artist may not permit any lien or claim to be filed or prosecuted against the City on any account of any labor or material furnished. D. Artist will pay all contributions or amounts due the Industrial Accident Fund from the Artist or any subcontractor. E. If Artist fails, neglects, or refuses to make prompt payment of any claim•for labor or services furnished to Artist or a subcontractor by any person as such claim becomes due, City's Finance Director may pay such claim and charge the amount of the payment against funds due or to become due the Artist. The payment of the claim in this manner does not relieve Artist or their surety from obligation with respect to any unpaid claims. 21 F. Artist will promptly, as due, make payment to any person, co-partnership, association, or corporation, furnishing medical, surgical, and hospital care or other needed care and attention, incident to sickness or injury, to the employees of Artist, of all sums that Artist agrees to pay for the services and all moneys and sums that Artist collected or deducted from the wages of employees pursuant to any law,contract,or agreement for the purpose of providing or paving for services. G. Artist and its employees, if any, are not active members of the Oregon Public Employees Retirement System and are not employed for a total of 600 hours or more in the calendar year by any public employer participating in the Retirement System. H. Artist must obtain, prior to the execution of any performance under this Agreement, a City of Tigard Business License. The Tigard Business License is based on a calendar year with a December 31st expiration date. New businesses operating in Tigard after June 30th of the current year will pay a pro-rated fee through the end of the calendar year. I. The City certifies that sufficient funds are available and authorized for this Agreement during the current fiscal year. Funding during future fiscal years is subject to budget approval by Tigard's City Council. 7.INDEMNIFICATION City has relied upon the professional ability and training of Artist as a material inducement to enter into this Agreement. Artist represents that all work will be performed in accordance with generally accepted professional practices and standards as well as the requirements of applicable federal, state, and local laws, it being understood that acceptance of Artist's work by City will not operate as a waiver or release. Artist agrees to indemnify and defend the City, its officers, employees, agents, and representatives and hold them harmless from any and all liability, causes of action, claims, losses, damages, judgments, or other costs or expenses, including attorney's fees and witness costs (at both trial and appeal level, whether or not a trial or appeal ever takes place including any hearing before federal or state administrative agencies), that may be asserted by any person or entity which in any way arise from, during, or in connection with the performance of the work described in this contract, except liability arising out of the sole negligence of the City and its employees. Such indemnification will also cover claims brought against the City under state or federal worker's compensation laws. If any aspect of this indemnity is found to be illegal or invalid for any reason whatsoever, such illegality or invalidity does not affect the validity of the remainder of this indemnification. Furthermore, Artist will indemnify and hold City, its agents, employees and elected officials harmless from any claims, demands, damages, actions,losses and expenses, arising out of or in any way connected with any patent infringement or copyright claims arising out of the use of Artist's designs or other materials by City and for any claims or disputes involving subcontractors. 8.INSURANCE Artist and its subcontractors must maintain insurance acceptable to City in full force and effect throughout the term of this contract. Such insurance must cover risks arising directly or indirectly out of Artist's activities or work hereunder,including the operations of its subcontractors of any tier. 3J 3ag The policy or policies of insurance maintained by the Artist must provide at least the following limits and coverages: A. Commercial General Liability Insurance Artist will obtain, at Artist's expense, and keep in effect during the term of this contract, Comprehensive General Liability Insurance covering Bodily Injury and Property Damage on an "occurrence" form (CG 2010 1185 or equivalent). This coverage must include Contractual Liability insurance for the indemnity provided under this contract. The following insurance will be carried: Coverage Limit General Aggregate $2,000,000 Products-Completed Operations Aggregate $1,000,000 Personal&Advertising Injury $1,000,000 Each Occurrence $1,000,000 Fire Damage (Any one fire) $50,000 B. Workers' Compensation Insurance The Artist,its subcontractors,if any, and all employers providing work,labor, or materials under this Contract that are subject employers under the Oregon Workers' Compensation Law must comply with ORS 656.017, which requires them to provide workers' compensation coverage that satisfies Oregon law for all their subject workers. Out-of-state employers must provide Oregon workers' compensation coverage for their workers who work at a single location within Oregon for more than 30 days in a calendar year. Contractors who perform work without the assistance or labor of any employee need not obtain workers'compensation coverage. All non-exempt employers must provide Employer's Liability Insurance with coverage limits of not less than $1,000,000 each accident. C. Automobile Insurance Based on the scope of work,which requires no driving as part of the project,additional auto insurance is not required.Artist will obtain,at Artist's expense,and keep in effect during the term of the contract, automobile insurance as required by the State of Oregon. Driving to and from the Artwork location at Tigard Street and Main Street in Tigard is distinct from and not considered driving required by this Agreement. The City will not allow reimbursement or payment for travel time or driving. D. Additional Insured Provision All required insurance policies, other than Workers' Compensation, must name the City its officers, employees, agents, and representatives as additional insureds with respect to this Agreement. E. Insurance Carrier Rating Coverages provided by the Artist must be underwritten by an insurance company deemed acceptable by the City. All policies of insurance must be written by companies having an A.M. Best rating of"A- VII" or better, or equivalent. The City reserves the right to reject all or any insurance carrier(s) with an unacceptable financial rating. F. Self-Insurance The City understands that some Artists may self-insure for business risks and the City will consider whether such self-insurance is acceptable if it meets the minimum insurance requirements for the type 41 of coverage required. If the Artist is self-insured for commercial general liability or automobile liability insurance the Artist must provide evidence of such self-insurance. The Artist must provide a Certificate of Insurance showing evidence of the coverage amounts on a form acceptable to the City. The City reserves the right in its sole discretion to determine whether self-insurance is adequate. G. Certificates of Insurance As evidence of the insurance coverage required by the contract, Artist will furnish a Certificate of Insurance to the City. No contract is effective until the required Certificates of Insurance have been received and approved by the City. The certificate will specify and document all provisions within this contract and include a copy of Additional Insured Endorsement. A renewal certificate will be sent to the below address prior to coverage expiration. H. Primary Coverage Clarification The parties agree that Consultant's coverage shall be primary to the extent permitted by law. The parties further agree that other insurance maintained by the City is excess and not contributory insurance with the insurance required in this section. I. Cross-Liability Clause A cross-liability clause or separation of insureds clause will be included in all general liability, professional liability, pollution and errors and omissions policies required by this contract. A certificate in form satisfactory to the City certifying to the issuance of such insurance will be forwarded to: City of Tigard Attn: Contracts and Purchasing Office 13125 SW Hall Blvd. Tigard, Oregon 97223 At the discretion of the City, a copy of each insurance policy,certified as a true copy by an authorized representative of the issuing insurance company may be required to be forwarded to the above address. Such policies or certificates must be delivered prior to commencement of the work. The procuring of such required insurance shall not be construed to limit Artist's liability hereunder. Notwithstanding said insurance, Artist shall be obligated for the total amount of any damage,injury, or loss caused by negligence or neglect connected with this contract. 9.TERMINATION In addition to any other remedies available to it, either party may terminate this agreement on the other's material breach, repudiation, default or excessive delay in performance. Material breach of contract includes but is not limited to any willful failure or refusal to perform a party's obligations under this Agreement according to all applicable terms and conditions. Repudiation is any act that would cause a reasonable person to believe that a party's failure or refusal to perform its obligations is imminent or evident. Default by Artist includes Artist's failure to supply enough properly skilled workers, proper materials or adequate equipment for efficient prosecution of the work; failure to promptly pay subcontractors or suppliers; or, disregard of applicable law,the terms of any permit issued for the work,or the express instructions of City;or,appointment of a receiver because of the Artist's insolvency,or being adjudged bankrupt and the court orders termination, 51 age or, making a general assignment for the benefit of creditors. Default by City may include City's failure to make progress payments to Artist when due according to this Agreement. Any termination for breach, repudiation or default may not proceed until the complaining party gives the other not less than seven (7) calendar days advance written notice of the act complained of and if the act is not cured within that time, the complaining party may deem this Agreement terminated. Upon such event Artist will immediately cease all activity on the Artwork,unless City directs otherwise,and Artist will peacefully surrender to City the rights to all work accomplished as of the date of termination, all property that would constitute a deliverable under this contract if the Artwork were completed, all materials purchased for, but not yet incorporated into the Artwork for which City has paid Artist and any all items in Artist's possession that are unique to and necessary to complete the Artwork. In case of termination resulting from City's breach, repudiation or default, City is obligated to pay Artist the contract value of all work performed as of the date of termination, but is not be liable for Artist's incidental or consequential damages including lost business opportunity or lost profit. In case of termination resulting from Artist's breach, repudiation or default, Artist is liable to City for all amounts paid by City to Artist in excess of expenses already incurred. City may,in addition to any other remedy,proceed to finish the Artwork by whatever means the City deems expedient.If the execution of the work is delayed by labor disputes,strikes, fire or other external forces or natural calamities, the time for completion of the work may be extended by the time equivalent to such period of delay. Nothing in this Agreement is intended to limit either party's remedies for damages resulting from the other's repudiation or breach or default. 10.AGREEMENT MODIFICATIONS.EXTRA.AND DISPUTED WORK Modifications to this Agreement are valid only if made in writing and signed by all parties. If Artist, in the course of work, considers that part of the work is outside of the Scope of Work as detailed in Exhibit.A of this Agreement, Artist will immediately give notice to the City and obtain City's written directions before performing the extra or disputed work. Within ten (10) calendar days following such written direction,Artist will file with the City a written summary of the work the Artist is claiming to be extra or disputed, including an itemization of any extra costs the Artist has or will incur as a result. Artist understands that the price agreed on for the work represents the maximum amount available to and allocated by City for the work and that the costs of any extra and disputed work will likely result in reducing the scope of other portions of the work to be performed by Artist by a corresponding sum. Artist agrees to negotiate any such reduction in scope in good faith. 11. OWNERSHIP OF WORK PRODUCT. COPYRIGHT A. Ownership: Ownership of the Artwork under this Agreement will transfer to City upon completion of the final payment to the Artist. B. Copyright: Except for where this Agreement provides otherwise, Artist retains all copyright to the completed Artwork. Artist represents that the Artwork,in its final dimension,will be unique and original and that the Artwork or a substantially similar work has not been sold or installed in any other place open to the public. Artist agrees not to make, cause or allow to be made any further commercial use or reproductions of the Artwork without City's prior written consent. C. Reproductions: The Artist grants City the irrevocable perpetual license to reproduce in any manner the image of the Artwork,preliminary studies,models and maquettes,thereof,that have been delivered to and accepted by City. City may authorize third parties to photographically reproduce all of the same 61 for municipal(i.e.,educational and public information) purposes,and as may be desirable or necessary for the marketing of the facility,without payment of royalties or further compensation to Artist. On reproductions that display the Artwork as the primary feature, the Artist will be acknowledged using designations provided by the Artist in compliance with U.S. copyright law. D. Credits: Artist agrees that photographic reproductions of the Artwork made by Artist for publicity purposes will refer to the fact that the Artwork is installed at the Tigard's Outdoor Museum in Tigard, Oregon. E. Copyright Claims: Artist will give City written notice, via signature delivery, prior to asserting any claim pertaining to the Artwork which may arise pursuant to 17 U.S.C. §106 et seq.,including but not limited to 17 U.S.C. §106.A, the Visual Artists'Rights Act. Upon receiving such notice, City will have at least 90 days from the date of receipt to evaluate or cure any such claim. F. Public Artwork: The parties acknowledge that the Artwork is public and is subject to future modification which may impact the Artwork. Final determination regarding future expansion, renovation or alteration of the public area will be at the sole discretion of City, and Artist hereby waives all rights of action and claims under the Visual Artists'Rights Act("VARA")of 1990,17 U.S.C. §106A arising out of such expansion,renovation, or alteration. 12.CHOICE OF LAW;VENUE The provisions of this Agreement are governed by Oregon law. Venue will be the State of Oregon Circuit Court in Washington County or the U.S. District Court for Oregon, Portland. 13.WARRANTY.MAINTENANCE Artist will guarantee the Artwork for a period of one year after the date of final acceptance by City. Artist warrants that all practices and procedures,workmanship and materials are the best available unless otherwise specified in the profession. Neither acceptance of the Artwork nor payment therefore relieves Artist from liability under warranties contained in or implied by this Agreement. Upon completion of the Artwork, Artist will provide City with recommendations for routine maintenance, including periodic cleaning. The City will be responsible for ensuring adequate future maintenance and cleaning of the Artwork in accordance with the Artist's recommendations. 14. REPAIRS AND RESTORATION If the Artwork,once in the City's possession becomes damaged in any way,the City will first contact the Artist to see if the Artist can make the necessary repairs. If the Artist is unavailable or unable to perform the work, the City will then contact other agencies or conservators to repair the Artwork. If the Artwork needs repair or restoration during the next twenty years,the City may,in its reasonable opinion and to the extent practicable, give the Artist the option to conduct or supervise the restoration or repair subject to the suitable payment terms being agreed with the Artist. All repairs or restoration should be made in accordance with recognized conservation standards. Unless the Artist is unavailable,the Artist will be consulted as to his or her recommendations regarding repairs and restorations being made during the lifetime of the Artist. To the extent practical and in accordance with accepted principle of professional conservation, the Artist will be given the opportunity to accomplish repairs 71 and restorations and will be paid a reasonable fee for the services, if the Artist can accomplish the work in a timely and cost-effective manner 15.ALTERATIONS AND MODIFICATIONS TO THE ARTWORK The design intent of the Artist will be maintained, and the City will not alter or modify the Artwork in any way, unless approved by the Artist. If any significant alteration or modification of the Artwork by others compromises the original design intent, the Artist may withdraw his or her authorship or attribution from the Artwork. If a piece of the Artwork is to be modified, the Artist must be notified before the change. 16.DE-ACCESSION/RELOCATION In the instance that the Artwork must be removed from the City's collection, Artist must be notified and given the opportunity to purchase the Artwork from the City. In all situations, the rights of the Artist will be respected as defined in the Visual Artists Rights.Act of 1990, unless waived by Artist. Should the Artwork be dismantled or destroyed, the City will offer Artist first right of refusal to accept materials comprising the Artwork, prior to removal. If, through decay,vandalism or other forces, the Artwork has lost its integrity to the point where it should be destroyed, the City will first offer the Artwork to Artist free of charge. If City intends to take any action with respect to the site or the Artwork that would alter the Artwork, other than routine cleaning and maintenance, the following procedures apply: A. Notice -Where time permits,the City will make reasonable,good faith efforts to notify Artist at least 20 calendar days prior to authorizing any alteration of the Artwork, at the last phone number or address provided by Artist to the City's Project Manager. Where time does not permit prior to alteration of the Artwork—for example,in cases of public hazard,accident or unauthorized alteration —the City will notify Artist within 30 calendar days after such alteration. B. Consultation - After receiving such notice, Artist will consult with City to determine whether the Artwork can be restored or relocated and to attempt to come to a mutually agreeable plan for disposition of the Artwork. Such consultation will be without charge by Artist unless otherwise specifically agreed in writing. If City intends to remove the Artwork, Artist will consult regarding methods to minimize or repair any alteration to the Artwork caused by such removal and the potential costs of such removal. C. Restoration - If the Artwork is altered, with or without prior notice to Artist, and City intends to maintain the Artwork on display, City will make a reasonable,good faith effort to engage Artist in the restoration of the Artwork and to compensate Artist for Artist's time and efforts at fair market value, which may be the subject of a future Agreement between Artist and City. However, City has no obligation under this Agreement to restore the Artwork to its original condition, to compensate Artist for any restoration work,or to maintain the Artwork on display. If Artist fails or refuses to negotiate with City in good faith with respect to any restoration, City may contract with any other qualified art conservator or artist for such restoration. During Artist's lifetime, City will make best efforts not to display or de-accession only a portion of the Artwork without Artist's consent. D. Removal 1w Artist-Where time permits,if City intends to take action that will destroy or significantly alter the Artwork, such as destruction of all or part of the site, and City determines that it will not remove the Artwork itself, City will allow Artist to remove the Artwork at Artist's expense within 60 days' notice from the City of the need to remove the Artwork, in which case title reverts to Artist. If 8 � Artist fails to remove the Artwork within that 60-day period,City may alter the Artwork in any manner, including destroying it, at City's sole discretion. E. Remedies - If City breaches any of its obligations under this Section 16,Artist's remedies are limited as follows: If City inadvertently fails to provide a required prior notice of alteration; City will provide notice as soon as it discovers the omission, and before alteration of the Artwork if that remains possible. If City alters the Artwork without providing Artist prior required notice of alteration,Artist will be given the first right of refusal to restore the Artwork at the same location and City will make reasonable efforts to provide funding for the restoration. If City funds cannot be made available after reasonable efforts are made to secure such funding, Artist may, but is not obligated to, restore the Artwork at Artist's expense. If Artist elects not to restore the Artwork, City may retain another artist or conservator to restore it, or may alter the Artwork in any manner, at City's sole discretion. If City alters the Artwork without Artist's consent in a manner that is prejudicial to Artist's reputation,Artist retains the right to disclaim authorship of the Artwork. 17.ATTORNEY'S FEES In the event an action, suit of proceeding,including appeal,is brought for failure to observe any of the terms of this Agreement, each party is responsible for that party's own attorney fees, expenses, costs and disbursements for the action, suit,proceeding, or appeal. 18.INTELLECTUAL PROPERTY Any intellectual property rights or such delivered to the City under this Agreement, and Artist's services rendered in the performance of Artist's obligations under this Agreement, shall be provided to the City free and clear of any and all restrictions on or conditions of use, transfer, modification, or assignment, and shall be free and clear of any and all liens,claims,mortgages,security interests,liabilities,charges,and encumbrances of any kind. 19.COMPLIANCE WITH TAX LAWS Artist represents and warrants that Artist is, to the best of the undersigned's knowledge, not in violation of any Oregon tax laws including but not limited to ORS 305.620 and ORS Chapters 316, 317,and 318. Artist's failure to comply with the tax laws of this state or a political subdivision of this state before the Artist executed this Agreement or during the term of this Agreement is a default for which the City may terminate this Agreement and seek damages and other relief available under the terms of this Agreement or applicable law. 20.NON-DISCRIMINATION Artist will comply with all federal, state, and local laws, codes, regulations, and ordinances applicable to the provision of services under this Agreement,including,without limitation: A. Title VI of the Civil Rights Act of 1964; B. Section V of the Rehabilitation Act of 197.3; C. The Americans with Disabilities Act of 1990, as amended by the ADA Amendments Act (ADAAA) of 2008 (Pub L No 101- 336); and D. ORS 659A.142, including all amendments of and regulations and administrative rules, and all other applicable requirements of federal and state civil rights and rehabilitation statutes, rules and regulations. 91 21.HOURS OF LABOR.PAY EOUITY In accordance with ORS 279B.235, the following are hereby incorporated in full by this reference: A. Artist may not employ an individual for more than 10 hours in any one day, or 40 hours in any one week, except as provided by law. For contracts for personal services, as defined in ORS 279A.055, Artist must pay employees at least time and a half pay for all overtime the employees work in excess of 40 hours in any one week, except for employees who are excluded under ORS 653.010 to 653.261 or under 29 U.S.C. 201 to 209 from receiving overtime. B. Artist must give notice in writing to employees who work on a public contract, either at the time of hire or before commencement of work on the contract,or by positing a notice in a location frequented by employees, of the number of hours per day and days per week that the employees may be required to work. C. Artist may not prohibit any of Artist's employees from discussing the employee's rate of wage, salary, benefits or other compensation with another employee or another person and may not retaliate against an employee who discusses the employee's rate of wage, salary, benefits or other compensation with another employee or another person. D. Artist must comply with the pay equity provisions in ORS 652.220. Compliance is a material element of this Agreement and failure to comply will be deemed a breach that entitles City to terminate this Agreement for cause. 22.ASSIGNMENT Neither party may assign, sublet or transfer any interest in or duty under this Agreement without the written consent of the other and no assignment has any force or effect unless and until the other party has consented. If City agrees to assignment of tasks to a subcontract, Artist is fully responsible for the acts or omissions of any subcontractors and of all persons employed by them. Neither the approval by City of any subcontractor nor anything contained herein creates any contractual relation between the subcontractor and City. The provisions of this Agreement are binding upon and will inure to the benefit of the parties to the Agreement and their respective successors and assigns. 23.SURVIVAL The terms, conditions, representations, and warranties contained in this Agreement survive the termination or expiration of this Agreement. 24.MERGER This writing is intended both as a final expression of the Agreement between the parties with respect to the included terms and as a complete and exclusive statement of the terms of the Agreement. No modification of this Agreement will be effective unless and until it is made in writing and signed by both parties. 25.CONFLICT BETWEEN TERMS In the event of a conflict between the terms of this Agreement and Artist's proposal, this Agreement will control. In the event of conflict between a provision in the main body of the Agreement and a provision in the Exhibits,the provision in the main body of the Agreement will control. In the event of an inconsistency between Exhibit A and Exhibit B,Exhibit A will control. 10 I 26.SEVERABILITY In the event any provision or portion of this Agreement is held to be unenforceable or invalid by any court of competent jurisdiction, the validity of the remaining terms and provisions will not be impaired unless the illegal or unenforceable provision affects a significant right or responsibility, in which case the adversely affected party may request renegotiation of the Agreement and, if negotiations fail, may terminate the Agreement. IN WITNESS WHEREOF,City has caused this Agreement to be executed by its duly authorized undersigned officer and Artist has executed this Agreement on the date hereinabove first written. CITY OF TIGARD JK MOSIAC,LLC /� r Signature: Signature: C---\ Ce/‘-----"%'---- c- Name: i' lair 4 tdo9-e_, Name:--J.(et b. r' 1(161.,4 Gt.STitle: �� r�'l a Title: Ott t r /4,--4,..s.e... f Date: 2/(//, '26 Date: •2//6/c20.2 0r 11 Exhibit A SCOPE OF SERVICES Design Artist has been requested by the City to design, fabricate, and install mosaics set in stone as part of Tigard's Outdoor Museum (Museum) along the Tigard Heritage Trail (Trail). Artist will manage project and any subcontractors selected by Artist to meet all grant deadlines imposed as part of the City's award from the National Endowment for the Arts. The City and Artist have jointly selected locations for the art along the Trail. In the event that any selected location cannot be used, City and Artist agree to jointly select an alternative location along the Trail. This scope specifies work to be done by the Artist. ARTWORK OVERVIEW: Artist proposal is to celebrate the history and origins of this place through the installation of basalt rock seating along the trail,with mosaic inlays that invoke the essential elements that supported the Tualatin Valley's first inhabitants, and created a foundation for future communities that slowly grew and developed into what is now the city of Tigard. As we walked the 3/4 mile trail, I imagined people needing a place to rest, or tie a shoe, for kids to climb, and for neighbors to sit and chat together. So, my focus was on creative placemaking with a functional aspect: solid structural shapes that offer seating for short intervals. LOCATION: Artist will place rocks at 3 locations along the trail with natural spacing between other artistic elements in coordination with sculptor Christine Clark. DESIGN: Approximately 7 basalt rocks approximately 18" tall,with relatively flat surfaces,will be placed in 3 locations along the Tigard Heritage Trail, coordinated with other art elements. The rocks will be natural shapes,with 6 of them being smaller to serve as short "stools"placed in two clusters of three. They will serve as spots to sit and chat with friends, tie a shoe, or for children to safely climb and jump from. One of the three locations will feature a larger rock set horizontally, about 18" high and around 4' wide to act as a bench where few people can sit side by side. Each rock will have sections sandblasted to depth of 1/4" in natural shapes to complement the stone, and Artist will inlay stained glass and stone mosaic to represent flowing water swirling on the horizontal surface, cascading down the sides of the rock made from stained glass,including some pieces of more reflective glass so that it will sparkle when light hits it at night, creating some visual markers in the dark. Some inlaid mosaic will incorporate more geological components, using locally sourced stone such as agate, obsidian, jasper and petrified wood,with a representation of Camas flower here and there. It is impossible to give exact dimensions for any of the rocks or inlays,as it will be based on available materials. Artist will include a sketch of vision for a seating cluster and a sample of glass mosaic inlay to help describe the concept. Also,Artist is interested in making use of Suenn's extra steel fence panels, possibly set into the 12 concrete footings backing the stone seats,as possible. In the absence of concrete footings,Artist will have borders set into place within which to pour a charcoal- colored gravel that is ideal for this type of area as it packs together while allowing drainage without a complicated underlayment. Oregon Decorative Rock,will supply the Basalt stanchions, will also work with Artist to source gravel. There may be some flagstone within the gravel as well for visual interest, as budget allows. The parameters of the gravel areas will be approximately 4' x 10', hoping to create an undulating border to maintain a natural aesthetic. MATERIALS USED: Basalt rock, stained glass, stone, thinset (mortar),grout,gravel. MAINTENANCE: The mosaic will be inlaid over Hydroban, a moisture barrier, set into Laticrete Platinum 254 thinset,which is a very strong mortar that holds stained glass securely. The mosaic will be grouted using epoxy grout, which cures to a nearly indestructible hardness. Setting the mosaic into an inlay will help to hold the glass and stone more securely in place, protected by the surrounding stone. Mosaic, installed correctly, is extremely durable. It withstands freeze-thaw cycles, is touchable and washable. It should stay relatively clean on its own, but can be cleaned with vinegar or glass cleaner and a lint-free rag, or can be scrubbed with superfine steel wool when dry. If, for some reason, the mosaic is damaged, it is almost always reparable. This would only be an issue if an unscrupulous person were to take a hammer and chisel to it. If something like this were to occur, I will be available to work with the City to reconstruct the damaged area. Payment The City will not allow reimbursement or payment for travel time or driving. Payment Schedule 50%payment within 30 days of issuance of Notice to Proceed Final payment due withing 30 days of final acceptance by the City. 13 I Exhibit B SCHEDULE OF RATES TIGARD PROJECT S.TX BUDGET ESTIMATE EXTENDED JK Mosaic,LLC 261 Porter Creek Road 261 Porter Creek Rd. Erma;Washington 96541 United States Phone:36044128024 Mobile:360-870-0356 www_jkmosaic.com Estimate Number: 3 City of Tigard Estimate Date: December 17.2019 Expires On: January 29,2020 Grand Total(USD): $34,850.00 items Quantity Price Amount Design process 1 $5.250.00 $5.250.00 Research&Design 15% Travel 1 $2.000.00 $2_.000.00 Travel to Tigard over 5 mos./possible overnights Materials 1 $1.600.00 $1.600.00 Basalt rock,glass, mesh,thinset,grout Mosaic Labor 1 $18,000.00 $18.000.00 Approx.35 hrs.Avk Feb.-June including contracted assistant Final documentation 1 $200.00 $200.00 photography/presentation Delivery 2 $200.00 $400.00 Basalt transportation Installation 1 $2.500.00 $2.500.00 Crane rental,artist labor,contracted assistant insurance 1 $300.00 $300.00 Certificate/bond Contingency 1 $4,100.00 $4.100.00 10-15%for unforeseen cost,taxes,fees,etc. 14 I TIGARD PROJECT BUDGET ESTIMATE EXTENDED Jl Mosaic,LLC 261 Porter Creek Road 261 Porter Creek RC. Elm.,Washington 98541 United States Phone:360482 8024 Mobile:360-870-0356 www.jkmosaic.com Items Quantity Price Amount Landscaping 1 $500.00 $500.00 Setting gravel&flagstone around installation Total: $34-850.00 Grand Total(USD): $34,850.00 15 I