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08-007, Studio AidalaAGREEMENT FOR DESIGN, FABRICATION, DELIVERY, INSTALLATION AND ADMINISTRATIVE SERVICES BETWEEN THE CITY OF CUPERTINO AND STUDIO AIDALA, FOR THE MARY AVENUE BICYCLE FOOTBRIDGE PUBLIC ART PROJECT THIS AGREEMENT is made and entered into this ~ day of ~£-e~ee~r, 2008 by and between the City of Cupertino, a municipal corporation, hereinafter referred to as CITY, and Studio Aidala, hereinafter referred to as CONSULTANT. RECITALS WHEREAS, the CITY OF CUPERTINO desires to obtain Design, Fabrication, Delivery, Installation and Administrative consultant services for the Mary Avenue Bicycle Footbridge Public Art Project; and WHEREAS, Studio Aidala has the necessary professional expertise and skill to perform the Design, Fabrication, Delivery, Installation and Administrative services required. NOW, THEREFORE, the purpose of this Agreement is to retain Studio Aidala as CONSULTANT TO THE CITY to perfonm those services specified in Exhibit A of this Agreement. THE PARTIES HEREBY AGREE AS FOLLOWS: Section 1. Scope of Sen-ices. CONSULTANT shall perform those services specified in detail in Exhibit A, entitled "Scope of Services", which is attached hereto and incorporated herein. Section 2. Term of A~reeinent. The term of this AGREEMENT shall be from February 14, 2008, and continue through April 30, 2009, inclusive, subject to the provisions of Exhibit A, of this AGREEMENT. In the event that the services called for under this AGREEMENT are not completed within the time specified above, the City Manager may extend the time for completion. This section does not preclude the recovery of damages for delay by either party. BASIC AGREEMENT Section 3. Schedule of Performance. The services of CONSULTANT are to be completed according to the schedule set out in Exhibit B, entitled "Schedule of Performance", which is attached hereto and incorporated herein. CONSULTANT is not responsible for delays beyond CONSULTANT'S reasonable control. For the purposes of this Agreement, such circumstances include, but are not limited to, abnormal weather conditions; floods; earthquakes; fire; epidemics; war, riots, and other civil disturbances; strikes, lockouts, work slowdowns, and other labor disttttbances; sabotage; judicial restraint; and delay in or inability to procure permits, licenses, or authorizations from any local, state, or federal agency for any of the supplies, materials, accesses, or services required to be provided by either CITY or CONSULTANT under this Agreement. CONSULTANT shall be granted a reasonable extension of time for any delay in its performance caused by any such circumstances. Should such circumstances occur, the non-performing party shall, within a reasonable time of being prevented from performing, give written notice to the other party describing the circumstances preventing continued performance and the efforts being made to resume performance of this Agreement. Section 4. Compensation. The compensation to be paid to CONSULTANT for professional services and reimbursable expenses shall not exceed One Hundred and Forty Five Thousand Dollars and 00/100 Dollars ($ 145,000.00). The rate and schedule of payment is set out in Exhibit C, entitled "Compensation", which is attached hereto and incorporated herein. Section ~. Method of Pa~~ment. Upon completion of each task, as specified in Exhibit A, the CONSULTANT shall furnish to the CITY a detailed statement of the work performed for compensation during Studio Aidala Basic Agreement Page 2 of 14 BASIC AGREEMENT the term of this Agreement. Consultant may submit monthly invoices for interim progress payments during the course of each phase. Section <. Independent Contractor. It is understood and agreed that CONSULTANT, in the perfom~ance of the work and services agreed to be performed by CONSULTANT, shall act as and be an independent contractor and not an agent or employee of CITY; and as an independent contractor, CONSULTANT shall obtain no rights to retirement benefits or other benefits which accrue to CTI'Y'S employees, and CONSULTANT hereby expressly waives any claim it may have to any such rights. Section 7. No Third Part- Rights. CONSULTANT'S services under this agreement aze intended for the sole benefit of CITY and CONSULTANT. Nothing in this Agreement shall create any third party rights or benefits. Section 8. Project Coordination- (a) CITY: The City Manager shall be representative of CITY for all purposes under this Agreement. Terry Greene, City Architect, is hereby designated as the CITY PROJECT MANAGER for the City Manager, and shall supervise the progress and execution of this Agreement. Terry Greene, AIA City Architect 10300 Torre Avenue Cupertino, CA 95014 408 777 3248 terr<-~~ ti;cupertino. orb (b) CONSULTANT: Studio Aidala Thomas Aidala, FAIA P.O. Box 1507 Kelseyville, CA 95451 707-279-9092 tomaidala@mindspring. com Studw Aidala Basic Agreement Page 3 of 14 BASIC AGREEMENT Section >. Assi~nabilit<- /Sub consultants / Emplo~-ees. The parties agree that the expertise and experience of CONSULTANT are material considerations for this Agreement. Neither Party shall assign or transfer any interest in this Agreement or the performance of any obligations hereunder, without the prior written consent of the other party, and any attempt by a party to so assign this Agreement or any rights, duties, or obligations arising hereunder shall be void and of no effect provided, however, CONSULTANT may assign its right to payment without CITY'S consent. CONSULTANT shall be responsible for employing or engaging all persons necessary to perform the services of CONSULTANT hereunder. No sub consultant of CONSULTANT will be recognized by CITY as such; rather, all sub consultants aze deemed to be contractors of CONSULTANT, and it agrees to be responsible for their performance. CONSULTANT shall give its collective professional attention to the fulfillment of the provisions of this agreement by all of its employees and sub consultants, if any, and shall keep the work under its control. If any employee or sub consultant of CONSULTANT fails or refuses to cazry out the provisions of this agreement or appears to be incompetent or to act in a disorderly or improper manner, such employee or sub consultant shall be discharged immediately from the work under this agreement on demand of the PROJECT MANAGER. Section 10. Indemnification. CONSULTANT agrees to indemnify, defend and hold the CITY and CITY'S CONSULTANT'S, including their owners, employees, agents, and representatives, harmless from and against any and all claims, suits, demands, losses and expenses, including reasonable attorneys' fees, accrtring or resulting or arising out of the actual or alleged negligent performance or non-performance of the CONSULTANT'S obligations under this AGREEMENT or otherwise arising out of the CONSULTANT'S actual or Stud'a Aidala Basic Agreemerrt Page 4 of 14 BASIC AGREEMENT alleged errors or omissions, except to the extent that any such claim arises out of the City's negligence or willful misconduct.. CONSULTANT shall defend, indemnify, and hold harmless CITY, its officers, agents and employees of any and all claims, loss, or liability to the extent caused by negligent acts (active or passive), errors or omissions by CONSULTANT'S officers, employees, or agents. The acceptance of said services and duties by CITY should not operate as a waiver of such right of indemnification. This provision of Section 10 shall survive the term of the AGREEMENT. Section 11. Insurance Requirements. The CONSULTANT and SUB-CONSULTANTS shall maintain at all times during the performance of the Agreement the following insurance and endorsements: A. Workers' Compensation and Employer's Liability Insurance: Workers' compensation insurance indicating compliance with State's workers' compensation laws and employer's liability insurance with a minimum of one million dollars ($1,000,000.00) per accident for injury, death or disease to any employee. The policy shall contain an endorsement waiving all rights of subrogation against the City, its officers, officials, employees or volunteers. Sole proprietorships shall provide a letter verification to be exempt from this coverage. B. Professional Liability, General Liability and Automobile Liability Coverage: 1. Automobile Liability Insurance shall include coverage for bodily injury and property damage for owned (if any), hired and non-owned vehicles and shall not be less than one million dollars ($1,000,000.00), combined single limit for any one occurrence. 2. Comprehensive or Commercial General Liability Insurance shall include coverage for bodily injury, property damage and personal injury for premises operations, product/completed operations and contractual liability. The amount of the insurance shall not be less than one million dollars ($1,000,000.00) per occurrence and two million dollars ($2,000,000.00) aggregate, combined single limit. (Claims made policies Studio Aidala Basic Agreement Page 5 of 14 BASIC AGREEMENT are not acceptable.) Consultant and Sub-consultants shall provide primary insurance endorsement. 3. Insurers must be licensed to do business in the State of California. The Insurers must also have an "A" policyholder's rating and a financial rating of at least Class VII in accordance with the current Best's Guide Rating or that is otherwise acceptable to the City. C. Additional Insurance Provisions 1. The CITY shall have the right to inspect or obtain a copy of the original policies of insurance. If CONSULTANT and SUB-CONSULTANTS is requested by CITY to provide a copy of the declazation page and / or the policy, CONSULTANT and SUB-CONSULTANTS may remove proprietary information prior to submittal to CITY. 2. The general and auto liability policies shall be endorsed to name the CITY, its oiTicers, officials, employees or volunteers as additional insureds for liability arising out of work or operations performed by or on behalf of the Consultant including materials, parts or equipment famished in connection with such work or operations. General liability coverage can be provided in the form of an endorsement to the Consultant's insurance, as a sepazate Owner's and Consultant's Protective Liability Policy, or on the Entity's own form. 3. The general and auto liability policies shall be endorsed to provide primary insurance coverage for claims related to the services provided under this contract, subject to the terms and conditions of the policies. 4. CONSULTANT shall furnish to the CITY within 30 days following the execution of this Agreement, the required certificates and endorsements. The certificate of insurance shall state the policy will not be cancelled without thirty (30) days written notice to the CITY. Studro Aidala Basic Agreement Page 6 of 14 BASIC AGREEMENT Section 12. Nondiscrimination. CONSULTANT shall not discriminate, in any way, against any person on the basis of race, sex, color, age, religion, sexual orientation, disability, ethnicity, or national origin in connection with or related to the performance of this Agreement. Section 13. Termination. A. CITY or CONSULTANT shall have the right to terminate this Agreement without cause, by giving not less than thirty (30) days written notice of termination. B. If CITY or CONSULTANT fails to perform any of its material obligations under this Agreement, in addition to all other remedies provided by law, the other party may terminate this Agreement upon thirty (30) days written notice if the non- performing party fails to take steps to correct such failure or submit a plan to correct such failwe, acceptable to the other party, within the notice period. C. CITY'S City Manager is empowered to terminate this Agreement on behalf of CITY. D. In the event of termination, CONSULTANT shall deliver to CITY upon payment to CONSULTANT therefore, copies of all reports, documents, and other work performed by CONSULTANT under this Agreement, and upon receipt thereof, CITY shall pay CONSULTANT for services performed and reimbursable expenses incurred to the date of termination. All documents, including, but not limited to, plans, drawings, and specifications, prepazed by CONSULTANT as deliverables pursuant to the Scope of Services aze instruments of service in respect to the Project. They aze not intended or represented to be suitable for reuse by CITY or others, on modifications or extensions of the Project, or on any other project. Any reuse by CITY without prior written verification or adaptation by CONSULTANT for the specific purpose intended will be at CITY'S sole risk and without liability or legal exposure to CONSULTANT. Stud'ro Aidala Basic A®reement Page 7 of 14 BASIC AGREEMENT Section ld. Go~-emin~ La~~-. CITY and CONSULTANT agree that the law governing this Agreement shall be that of the State of California. Section 1~. Compliance With Lan-s. Consistent with its professional standard of care, CONSULTANT shall comply with all applicable laws, ordinances, codes and regulations of the federal, state, and local governments. Section 1C. Confidential Information. All data, documents, discussions, or other information developed or received by or for CONSULTANT in performance of this Agreement are confidential and not to be disclosed to any person except as authorized by the CITY, or as required by law. Section 17. O~~-nership of Materials. All reports, documents, or other material developed for the purpose of design or fabrication including models, mock ups, samples and the art pieces with appurtenances produced by CONSULTANT or any other person engaged directly or indirectly by CONSULTANT to perform the services required hereunder shall be and remain the properly of CITY to be used solely by the CITY. Hard copies of CONSULTANT'S instrumants of service and the art work with appurtenances shall constitute the project deliverables. Electronic documents, if any, shall be provided as a courtesy only without any warranty or guarantee. The CITY holds CONSULTANT harmless for any reuse of or modification to the documents or art pieces. Section 18. Wai~-er. The parties agree that a waiver by either party of any breach or violation of any term or condition of this Agreement shall not be deemed to be a waiver of any other term or condition contained herein or a waiver of any subsequent breach or violation of the same or any other term or condition. The acceptance by CITY of the performance of any work Studio Aidala Basic Agreemerrt Page 8 of 14 BASIC AGREEMENT or services by CONSULTANT shall not be deemed to be a waiver of any term or condition of this Agreement. Section 19. Consultant's Boots and Records. A. CONSULTANT shall maintain any and all ledgers, books of accounts, invoices, vouchers, canceled checks, and other records or documents evidencing or relating to chazges for services, or expenditures and disbursements chazged to CITY for a minimum period of three (3) yeazs, or for any longer period required by law, from the date of final payment to CONSULTANT pursuant to this Agreement. B. CONSULTANT shall maintain all documents and records which demonstrate performance under this Agreement for a minimum period of three (3) yeazs, or for any longer period required by law, from the date of termination or completion of this Agreement. C. Any records or documents required to be maintained pursuant to this Agreement shall be made available for inspection or audit, at any time during regulaz business hours, upon written request by the City Attorney, City Manager, or a designated representative of any of these officers. Copies of such documents shall be provided to CITY for inspection at City Hall when it is practical to do so. Otherwise, unless an alternative is mutually agreed upon, the records shall be available at CONSULTANT'S address indicted for receipt of notice in this Agreement. D. Where CITY has reason to believe that such records or documents may be lost or discazded due to dissolution, disbandment, or termination of CONSULTANT'S business, CITY may, by written request by any of the above-named officers, require that custody of the records be given to CITY and that the records and documents be maintained in City Hall. Access to such records and documents shall be granted to any party authorized by CONSULTANT, CONSULTANT'S representatives, or CONSULTANT'S successor-in-interest. Section 20. Interest of Consultant. Studio Aidala Basic P~greemer,t Page 9 of 14 BASIC AGREEMENT CONSULTANT covenants that it presently has no interest, and shall not acquire any interest, direct or indirect, financial or otherwise, which would conflict in any manner or degree with the performance of the services hereunder. CONSULTANT further covenants that, in the performance of this agreement, no sub consultant or person having such an interest shall be employed. CONSULTANT certifies that no one who has or will have any financial interest under this agreement is an officer or employee of CITY. It is expressly agreed that, in the performance of the services hereunder, CONSULTANT shall at all times be deemed an independent CONSULTANT and not an agent or employee of CITY. Section 21. Gifts A. CONSULTANT is familiar with CTTY'S prohibition against the acceptance of any gift by a CITY officer or designated employee, which prohibition is found in the City of Cupertino Administrative Procedures. B. CONSULTANT agrees not to offer any CITY officer or designated employee any gift prohibited by the Administrative Procedures. C. The offer or giving of any prohibited gift shall constitute a material breach of this Agreement by CONSULTANT. In addition to any other remedies, CITY may have in law or equity, CITY may terminate this Agreement for such breach as provided in Section 13 of this Agreement. Section 22. Notices. All notices and other communications required or permitted to be given under this Agreement shall be in writing and shall be personally served or mailed, postage prepaid and return receipt requested, addressed to the respective parties as follows: To CITY: Terry W. Greene, AIA City Architect City of Cupertino 10300 Torre Avenue Cupertino, CA 95014 408 777 3248 Studro Aidala Basic Agreement Page 10 of 14 BASIC AGREEMENT To CONSULTANT: Thomas Aidala, FAIA Studio Aidala P.O. Box 1507 Kelseyville, CA 95451 707-279-9092 Notice shall be deemed effective on the date personally delivered or, if mailed, three (3) days after deposit in the mail Section 23. Venue. In the event that suit shall be brought by either party hereunder, the parties agree that venue shall be exclusively vested in the state courts of the County of Santa Clara, or where otherwise appropriate, exclusively in the United States District Court for the Northern District of California, San Jose, California. Section 2~4. Agreement Binding/Prior Agreements and Amendments. The terms, covenants, and conditions of this agreement shall apply to, and shall bind, the heirs, successors, executors, administrators, assigns, and sub consultants of both parties. This AGREEMENT, including all Exhibits attached hereto, represents the entire understanding of the parties as to those matters contained herein. No prior oral or written understanding shall be of any force or effect with respect to those matters covered hereunder. This AGREEMENT may only be modified by a written amendment duly executed by the parties to this Agreement. Section 2~. Costs and Attorne~-s Fees. The prevailing party in any action brought to enforce the terms of this agreement or arising out of this agreement may recover its reasonable costs and attorneys' fees expended in connection with such an action from the other party. Studio Aidala Basic Agreement Page 11 of 14 BASIC AGREEMENT Section 2(,. Electronic Transmission of Information. From time to time, the CONSULTANT may transmit design or other information to the CITY, CITY'S Representative, or Contractor via electronic transmission. The CITY, CITY'S Representative, or CONTRACTOR shall not be entitled to and hereby agrees not to alter or modify any such information without the express written consent of the CONSULTANT. Similazly, the CITY, CTTY'S Representative, and Contractor shall not use any information for any purpose not expressly covered by this Agreement. The CONSULTANT shall not be responsible for any destruction or corruption of such information during or after transmission to CITY, CITY'S Representative, and Contractor and shall be entitled to appropriate additional compensation in the event retransmission or recreation is required. Notwithstanding the foregoing, the CONTRACTOR may use electronically transmitted information to prepaze submittals and record drawings. CONSULTANT shall not be responsible for any changes made by the CONTRACTOR or for the CONTRACTOR' S instruments of service. Because data stored on electronic media can deteriorate undetected or be modified without CONSULTANT'S lrnowledge, CONSULTANT will not be held liable for the completeness or accuracy of the electronic data after the acceptance period. CONSULTANT does stand by the accuracy of the sealed drawings that accompany the electronic submittals. Section 27. Job Site Saferi-. In no event shall CONSULTANT be responsible for job site safety issues. Such issues shall be the responsibility of the Contractor(s), who shall be required by CITY to defend, indemnify, and hold harmless CONSULTANT and CITY for such issues. Section 28. Dispute Resolution. In the event of a dispute between CITY and CONSULTANT arising out of or related to this Agreement, the aggrieved party shall notify the other party of the dispute within a reasonable time after such dispute arises. If the parties cannot thereafter resolve the Studs Aidala Basic Agreement Page 12 of 14 BASIC AGREEMENT dispute, each party shall nominate a senior officer of its management to meet to resolve the dispute by direct negotiation or mediation. Should such negotiation or mediation fail to resolve the dispute, either parry may pursue resolution of the dispute by azbitration in accordance with the Construction Industry Arbitration Rules of the American arbitration association; provided, however, in the event the parries aze unable to reach Agreement to azbitrate under terms reasonably acceptable to both parties, either party may pursue resolution in any court having jurisdiction. During the pendency of any dispute, the parties shall continue diligently to fulfill their respective obligations hereunder. Section 29. Right to Rely- upon Information CONSULTANT shall not be responsible for verifying or ensuring the accuracy of any information or content supplied by CITY or any other Project participant, nor ensuring that such information or content does not violate or infringe any law or other third party rights. CITY shall indemnify CONSULTANT for any infringement claims resulting from CONSULTANT'S use of such content, materials or documents. Section 3(l. Standard of Care The same degree of caze, skill, and diligence shall be exercised by CONSULTANT in the performance of the services as is ordinarily possessed and exercised by a member of the same profession, currently practicing, under similar circumstances. No other warranty, express or implied, is included in this Agreement or in any drawing, specification, report, opinion or other instrument of service, in any form or media, produced in connection with the services. ,. Studio Aidala Basic Agreement Page 13 of 14 BASIC AGREEMENT # !~ j z ~ L3' WITNESS THE EXECUTION HEREOF on the P.O. No.: day and year fast herein above written. CITY OF CUPERTINO APPRO AS TO FO a m 'c'pal c rp ratio By: Gate Z , 1 ~ . Dg City Attorney City Manager, Dave Knapp NOTARY PUBLIC CERTIFICATION Attest: r--- to o7 -/9 City Clerk, Kim Smith 10300 Torre Avenue Cupertino, CA 95014 State of California CONSULTANT County of t,,e; K r: On d ! 2 / m_~~ly1Qp~, before me, By: Studio Aidala ~ff}IJ ~SDrtHr/ILF/EL/~ , Notary Public, personally appeared -T ~ D N Wry 'ft . /} 1 D ~L ~ Date: ~ , 2008 known to me (or proved tome on the basis of ~l -`~ Name:~~~ ' ~ . ~' /dla~ ~~y, ,~ ~ J Title: ~i~.~yf/! /~ satisfactory evidence) to be the person (s) whose name is are subscribed to the within instrument and acknowledged to me thai(~ /she Tax I.D. No. Or Soc. Sec. #:: /they executed the same i'~/ her /their capacity (1ts~, and that b} hi her /their P•O. Box 1507 signature rtsl on the instrument the person (`~ or Kelseyville, CA 95451 the entity upon behalf of which the person (s) 707-279-9092 acted, executed the instrument. WI y hand and official seal. Contract Amount: $145,000.00 Signature Notary Public Account No.: 428-9449-9300 R ERFtELD ~- Commf:slon # ?625579 Plotary Publc - CaUfornia lake County Studs AidaNa Basic Agreemerrt MYCa1fN11•EI~NCV22. Page 14 of 14 Exhibit A Scope of Services Public Art Project Description The public art project will consist of the following 4-6 bronze sculptures: • Two mature quail, one male and one female, each approximately 30" tall; • One to three baby quail of correct relative scale; final number to be determined by fabrication costs and project budget; • One 30" - 36" redtail hawk attached to a 12 foot high pole with base plate sufficient to attach to City supplied foundation. City will provide structural engineering services for design of pole and base. Task 1: Foundry Selection a) Prepare Request for Quotation package based on approved conceptual drawings and distribute to potential artistJfoundry subcontractors. b) Review qualifications and quotations submitted, interview artist/foundries, conduct subcontractor site visits as necessary. c) With City input, select and execute contract(s) with artist foundry and other subcontractors to perform fabrication, delivery and installation. Task 2: Sculpture and Fabrication Following describes in general terms the steps necessary to complete fabrication of the art pieces. Consultant will monitor and supervise the completion of each step; no subsequent step will be undertaken without Consultant's and City's written approval. a) Sculpting: Maquettes (or small models) of each piece will be produced under supervision of Consultant, for review and approval by City. Consultant may be required to make minor refinements necessary to convert the approved drawings into three-dimensional sculpture. The final set of maquettes produced and approved by Consultant during this process will be submitted to City for approval prior to enlargement (described below). The sculpting task will not be complete until both Consuhant and City are satisfed with the pieces and approve the maquettes for enlargement. b) Enlargement: The maquettes will be used to produce ertlargemeats at the final sues of the art pieces. The enlargements may be done by a pantograph or a digitizing machine and may be made of clay or other materials appropriate to the scale of the pieces. The enlargement process may also require Consultant to make further refinements to the art pieces due to alEesations ~ scale. c) Mold fabrication: Molds will be made front the e~nimgements to cast the final Ixon~e pieces. The molds may be made of rubber and plaster, sand or ceramic, to be determined with the selected foundry. d) Casting: The final pieces will be cast using mc~en bronze poured i#o the mo~ids. After cooling the molds will be stripped, at which time City has the option to n~ the melds for futt~e casting of additional or rift pieces if desired. City assutmes responstbilit~r for the storage and safekeeping of the molds if it elects to retain them. Consuhnrtt willntspect and a~tprove fire bronze casts, and provide Studio Aidala A-1 12/9/Q7 photographic documentation to City for review and approval, before proceeding with next steps. e) Surface finishing: After molds aze stripped, the surfaces of the bronzes will be cleaned, welded if necessary, and prepazed for the finish. fj Patina: A patina is a liquid chemical coating applied with brushes and heat to the bronzes to give them the final protective surface coat and color. Samples of the recommended patina(s) will be prepazed for review and approval by City as part of this step. g) Inspection and approval of final pieces: Consultant will inspect and approve pieces prior to shipping, and provide photographic documentation to City for review and approval prior to delivery. Task 3: Deli~-er<~ a) Consultant will coordinate with City to confirm delivery destination; City will determine and notify Consultant whether art pieces should be delivered to project site or City's storage site. If City elects initial delivery site to be City's storage site, City assumes responsibility for safekeeping, transfer and timely delivery of art pieces to the project site when installation is scheduled. b) Consultant's subcontractor(s) will package, ship and deliver all pieces in approved condition to Ciiy's approved delivery site. Task d: Installation a) City and its Contractor will prepaze project site for installation and provide bases for sculptures in the form of boulders as depicted on the aforementioned conceptual drawing and Site Plan. City and its Contractor will provide a foundation for the pole installation. Consultant will coordinate with City and its Contractor to confirm readiness of project site and to schedule installation. b) Consultant will review subcontractor's proposed mounting details and installation procedures to assure that the results will be visually acceptable. c) Consultant's subcontractor(s) will install pieces on bases provided according to approved design. Task 5: Administrati~-e Sen-ices Consultant will provide necessary and appropriate administrative management and supervisory services for the completion of above Tasks I through 4, including: a) Establish and coordinate project schedule and requirements with City and Contractor; participate in meetings with City and Contractor as necessary to assure accurate and complete communication and coordination. b) Establish documentation and project control procedures. c) Establish internal procedures for monitoring and controlling budget expenditures. d) Prepaze a short list of artist%foundries for fabrication of the pieces. e) Prepaze Request for Quotation packages for artist/foundries and any other subcontractors required to complete the project. f) Review qualifications and quotations, and obtain City's input for final selection of artist/foundry. Studio Aidala A-2 12/9/07 g) Prepare and execute contract(s) with selected artist/foundry and other subcontractor(s) asnecessary. h) Supervise and monitor performance of artist/foundry and subcontractor(s) to assure quality of results and conformance with schedule and budget; perform on-site inspections during the fabrication and installation processes as necessary. i) Provide regular written progress reports to City. j) Maintain project books, records, and documents in accordance with requirements of Section 19 of Basic Agreement. k) Perform any other design, administrative or supervisory services Consultant deems necessary to complete the public art project in accordance with the highest professional standards of quality and efficiency. Elclusions The following services are not included as a part of the Scope of Services of this agreement: architectural services, structural engineering, civil engineering and site surveying, geotechnical engineering or testing, environmental review consultants, services relating to completion of environmental review applications, analysis or remediation of toxics, and any other services not specifically included elsewhere in this Agreement. Studio Aidala A-3 12/9/07 Elhibit A-~: Summan- Table of Sen-ices PROJECT TASK SUMMARY PROJECT MILESTONE/DELIVERABLE Task l: Foundn~ Selection a) Prepare Request for Quotation packages and distribute to potential aztist/foundry subcontractors. a) Request for Quotation packages b) Review quotation submittals, conduct interviews and site distributed visits as necessary. b) Review of submittals, interviews and c) With City input, select and execute contract(s) with site visits conducted artist/foundry and other subcontractor(s) for fabrication, c) Executed contract(s) delive and installation. Task 2: Sculpture and Fabrication a) Sculpting: Maquettes (or small models) of each piece ~i~ill be produced under supervision of Consultant, for review a) -1-G maquettes pro~-ided and appro~-ed and approval by City. b) 4-6 enlazgements b) Enlargement: The maquettes will be used to produce c) 4-6 molds enlazgements at the final sizes of the art pieces. d) 4-6 rough cast bronze pieces c) Mold fabrication: Molds will be made from the e) Finishing of bronze pieces enlazgements to cast the final bronze pieces. f) Patina samples proi-ided for selection d) Casting: The final pieces ~~ ill be cast using molten bronze and approval poured into the molds. g) Inspection and/or photos of finished e) Surface finishing: After molds are stripped. the surfaces of pieces for approval the bronzes will be cleaned, welded if necessazy, and prepazed for the finish. f) Patina: liquid chemical coating applied with brushes and heat to the bronzes to give them final protective surface coat and color. Ins ection and a oval of final feces. Task 3: Deli~-en~ Finished pieces delivered to City's a) Consultant will coordinate with City to confirm delivery designated site destination; City will determine and notify Consultant whether art pieces should be delivered to project site or City's storage site. b) Consultant's subcontractor(s) will package, ship and deli~-er all pieces in appro~-ed condition to City~s appro~~ed delive site. Task -l: Installation Finished art pieces installed at project site a) City and its Contractor will prepaze project site for installation and provide bases for sculptures. City and its Contractor will provide a foundation for the pole installation. Consultant will coordinate to confirm readiness of project site and to schedule installation. b) Consultant will review proposed mounting details and installation procedures to assure that the results will be visually acceptable. c) Consultant's subcontractor(s) will install pieces on bases rovided. Task ~: Administrati~-e Sen-ices Consultant will provide necessary and appropriate See above administrative management and supervisory services for the coin letion of above Tasks 1 throu 4. Exhibit B Schedule of Performance Consultant agrees to perform services and provide project deliverables as outlined in Exhibit A, within the timeframe of this Agreement as specified by City in Section 2 of the Agreement. Consultant reserves the right to deliver the project art pieces to City as soon as they aze finished and available, for reasons of cost and efficiency. City reserves the right to store the pieces at its designated storage site and assumes the cost thereof, and to request installation of the pieces by Consultant's team at a later date within the term of the Agreement specified in Section 2. Consultant agrees to provide an outline schedule of performance and deliverables after execution of contract with the foundry selected for fabrication under Task 1, Exhibit A. City and Consultant agree that such outline schedule may be subject to change during the term of the Agreement. Studio Aidala B-1 12/13/07 Exhibit C Compensation Consultant agrees to provide the Scope of Services described in Exhibit A for compensation not to exceed One Hundred and Foriy-Five Thousand Dollazs ($145,000.00), including professional fees and reimbursable expenses. Schedule of Billinas/Pa~~ments Due Date of Pa~-ment Task 1: • 10% startup fee Task 2: $14,500.00 at execution of this Agreement • Artist/Maquette Fee TBD • Materials Purchase TBD • Enlazgements & Moldmaking TBD • 50% Bronze Casting Fee TBD • 50% Bronze Casting Fee TBD Tasks 3 & 4: at execution of Foundry contract at execution of Foundry contract upon approval of maquettes upon approval of enlazgements upon final approval of finished bronzes for shipping • 50% Delivery & Installation TBD upon final approval of finished bronzes for shipping • 50% Delivery TBD upon City's receipt of finished pieces • 50% Installation TBD upon completion of installation Task 5: • Progress billings to be included with above billings Reimbursable Etpenses Included in fee Additional Ser~-ices Any additional services and expenses required beyond those described in the Scope of Services, including additional meetings, prepazation of drawings, fabrication services or changes, etc., must be requested in writing by City and will be billed in addition to the compensation listed above, at the rates listed below. Principal Consultant $200.00 per hour Project Administrative Assistant $ 50.00 per hour Additional reimbursable expenses Cost + 10% Studio Aidala C-1 12/13/07