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HomeMy WebLinkAbout2023 - RESO - 15 - Budget supplemental and Contract Award Cor4 Studios CITY OF WHEAT RIDGE, COLORADO RESOLUTION NO. 15 Series of 2023 TITLE: A RESOLUTION AMENDING THE 2023 FISCAL YEAR PUBLIC ART FUND BUDGET TO REFLECT THE APPROVAL OF A SUPPLEMENTAL BUDGET APPROPRIATION IN THE AMOUNT OF $8,000 FOR THE PURPOSE OF AWARDING A CONTRACT IN THE AMOUNT OF $475,000 AND APPROVING SUBSEQUENT PAYMENTS TO COR4 STUDIOS FOR WADSWORTH PUBLIC ART WHEREAS, Cor4 Studios (formerly JCAS Studios) was recommended by the Wheat Ridge Cultural Commission and formally selected by City Council in November 2022 for the public art associated with the Improve Wadsworth Project; and WHEREAS, the accepted proposal amount exceeds the amount budgeted for this project in the 2023 Public Art Fund; and WHEREAS, the Wheat Ridge Charter requires that amendments to the budget be effected by the City Council adopting a resolution. NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Wheat Ridge, Colorado, as follows: Section 1. Budget Amended A transfer of $8,000 is hereby approved from fund balance of the Public Art Fund to account 12-601-800-812. Section 2. Contract Approved A contract with Cor4 Studios is approved to create and install the public art associated with the Improve Wadsworth Project. DONE AND RESOLVED this 10th day of April 2023. ________________________________ Bud Starker, Mayor ATTEST: Steve Kirkpatrick, City Clerk CITY OF WHEAT RIDGE ART INSTALLATION SERVICES AGREEMENT THls AGREEITIENT madethis 4j-day ot iTt,,rch 2023, byand belween the City of \rtih6at Ridg6, Colorado, hereinafter refened to as the "City" or "Owned and Coril Studios , loc€led al ,413 Cape Cod Cir, Fo.t Collins, CO 80525, hereinafrer referred to as the'Artisf. IryITNESSETH, that the City of Wheat Ridge and lhe Artist agree as follows: ARTICLE I - SERVICES The Artist shall serve as the City's contractor and provide as a minimum all of the services and products requlr€d Ior an ART INSTALLATIOI{, as per lhe attached scope of work. The Artrst will design, fabricate, install and document the following WORK: Tltlo: Cosecha croaied by Co/l Slualios conslBtlng of Ana llrarla Bote.o, Jodle Roth Cooper, Gollin Parson, and Stophen Shachtman, collectively hereln lhe "A.llst," or aa lfie context roquires, th. "Arlists." Dimensions and modiurn: Prgci6e dimensions will be approved upon Final Design and Engineering submission- Medium is CorTen sleel and other metals TBD. The permanent localion for the work shall be: sculptuIal lnstallatlona ln vadoua locatlons on Wadsworth Blvd., approvod by tho Owner pdor to ln3tallailon The Artist shall perform all services 6nd fumish all supplies, materials and oquipment as nocessary for lhe design, execution, fabrication, transportation and installation of the Work. Anticipatod roquiroments for site preparation to be detemined in Artist lnstallation Plan: a. Eleckical stuFouts by Owner per engineered lighting requiremonts b. Owner assbtance with permitling and lane closures and kafiic control for installation c, Owner assistance with coordlnation wilh olher tradas, conlractors, etc, d. lnstall condete footers per engineer rpecifica(ions lo be installed by owner. This includes all footers for th6 center ftedian piec€s and th€ north €nd sculpture in the hair-pin furn, including earth work. 1.1 Execution of the Work a. The Artist shall complete the fabrication and installation ol the Work in substantial conformity with lhe design as recomm6nded by the art selection committee and approv€d by the City. b. Prior to th6 implementiation of any changes in the Wo.k, the Artist 6hall present to th€ City in Mitlng for furlher r€view and approval a thorough doscdption of such proposed changes. A signilicant change is anychango affecting the scope, intent, design, color, size, material, or localion of the work not pormittod by, o. not in substanliai conformity with, the approved design. Signmcant changes shall also include those affecting the installation, scheduling, sit6 preparalion, or maintenance of the Work or the concepl of the Work es represented in lhe approved design. Following rec€ipt of the required description of lhe prcposed change(s), the Parks and Redeation Dircctor shall detormine which changes shall be considered "signmcant,' and relains the right lo approvo or disapprove changes suggestod by the Artist. The Artist may implement change only with prior written agroement from the City. 1.2 c. The City shall havs the right to roviow th6 progress of the Work at reasonabl6 times. and with advance notice, during the fabrication lhereof. d. The Ar{ist shall complete the Work and in6tallation thar€of by Oocemb6. 31, 2024 (the "lnstallation Date"), in accordance to Section'1.2 Deliv6ryand lnstallation below. e. The Arlist shall provide to ihe City a wrilten plan of installalion of the Work on site. This witten plan 6hall be provided lhirty (30) working days prior to the date of initial instiallation r6ferenced in section 1.2(d). The written plan shall include tho following information: Specific€tions for installation; and specifications for site preparation, including malerials needed to site preparation or any physical alteration of the sile as contemplated by the Artist. f. ln the event lhat lh6 Wolk and the inslallalion aro not completed by the 31s day following the lnstallation Dale and unles6 delay€d by rorce majeure under Article 14, the Adist shall incur a penafty of fifteen percent (15%) of the balance stlll remaining due the Artist upon installalion und€r this conlract. For each 31iay period that passes thereafter, without completion and installalion of tho Work, the Artist shall incur an additional penally of fitry percent (50%) of the remaining balance due. g. The Artist may request an extonsion of time from the City up to thi(y (30) days before the odginally agree+upon lnstallation Date. lf an extension is grantod, a new lnstallation Dale shall be agreed upon in writing and the above penalty shall apply if the new completion and lnstallation Dales are not met. h. The City recognizes that the COVID-19 pandemic may result in shutdowns or supply chain is6ues that may impactth€ Artisf3timeline. Such events al€ 6v6nts offorce majeure undar Article 14. The Adist shall keep the Cily apprised of these impacts as they occur, so the schedule can be adjusted, as needed. Deliverv and lnstallation a. The Artist shall notify the City in witing when tho fabrication of lhe Work is comploted, and the Artist i9 ready to deliver lhe Work and installit at the Site. b. The Artist shall deliver and inslall the completed Work at the Site. c. Th€ Arlist shall be responsible Ior all expenses, labor and €quipment to prepare the site for the timely insliailation of the Work, unless lhrough prior anangement the City agr6es to assume responsibility for one or more of tho costs required for site preparation. Post-lnstallation a. Within forty-five (45) days after installation of the work, lhe Artist shall fumish the City with the lollowing phoiographs of the Work as installod: (i) Six (6) to twelve (12) photo6 submitted in a digitalformat. b. The Artist shall also furnish the City with a full written narative description of the work c. The Artist shall provide to the City, written instruclions for appropriate maint6nanc€ and prcservation of the Work. d. The Artist shall provide and install an rdenlification plaque for the Work. The wdtten contents ofthe plaque shall include ths following information: 1.3 e. The plaque shall be of such medium and design as to be appropriate to lhe Wo* itssif and the permanent locatlon oI lhe Work. f. The plaque or an additional plaque should also contdin the narEtive presented to the Art Selection Committee enlitled "Cosecha". 1.4 FinalAcceotance a. Tho Artist shall advise the City In writlng when all services rcquhed including those described in Section 1.3 (Post lnstallation) have been completed. b. The City, or an aulhorized representalive, shall notify the Artist in writing of ;ts final accePtance of the Woft. c. Final accoptance shall be determined solely by lhe City and shall conslitute th€ Cily'6 acknowledgement that the Work has been completed and installed acco.ding to the terms of this Agre€mont. d. Title of ownership of the work shall pass to the City upon linal acceptance. 1.5 Own€rship of Documents and Models Upon linal acceptance, all studies, dEwings, deslgns, maquettes and models propared and submattod under this Agreement shall be roturned to the Artist and shall belong to lhe Artist €xc€pt as may b€ determined under Article 13 a-, (Termin€lion) below. ARTICLE 2 - TER'I The work to be performed under this Agreement shall commence upon execution by both Parties and shall commence upon execution and t6rminat6 upon Final Acceptance, as describ€d in Afticle 3. ARTICLE 3. PAYIiTENT ANO FEE SCHEDULE The City shall pay the Arti6t a fix€d f€e of $475,000. which shall cohstitute full comp€nsation for al, services and materials lo be performed and furnished by the Attisl undor this Agreement. The fee shall be paid in the following installmonts, expressed a6 percenlages of such fixod f66, each installment lo represent full and final nonrefundable payment for all servicos and materials provided prior to the due dato thereoi (Titte of work) (A!tist's Name) (Artist' s city and Slate of residence) a. Ten (10) perc€nt ($ 47,500.) upon execution of Agrcement b. Forty (40) percent ($ 190,000.) upon Final Design/Engineoring Approval. c. Thirty (30) percent ($ 142,500.) upon Mid-Point Fabdcatlon. d. Fiv6 (5) percent ($ 23,750.) upon completion of Sculplures. e. Five (5) percent ($ 23,750.) upon completion of lnstallation/Site Prep. i T6n (10) percenl ($ 47,500.) upon Final Acceptanc€. ln order lo receive all except the initial payment which will be made automalically after all parties have siqned this contract, the A(ist shall submit a written billing or invoice to the City whon each of the last four stages oudined above has been reached. The invoice shgll be signod by the Artist, contain photographs documenting that the required porton of lhe Work has been completed and includ€ a signed payment r€quest form. The Cily shall have sole responsibility for determining when th6 Work has reached a giv6n stag6 of completion. The panies agree that no interest or other costs shall accrue on the fixed fee at any time during the operalion of this contact. ARTICLE 4 - II'IDEPENDET{T CONTRACTOR A. ln performing the work under this Agreement, lhe Aflist acts as an indepondenl contraclor and is solely responsible for necassary and adequate wo*e!'s compensation insulance, person iniury and property damage insurance. The Artist, as an independent contractor, is obligated to pay federal and stale income tax on monies earnsd. The personnel employed by the Arlist are not and shall not becom€ employees, agonts or servants of the City because of the performance of any work by this Agreement. B- The Artist wanants that he has not employed or retained any company or person, olher than a bonafide employee working solely for him, to solicit or socure this Agreement, and that h€ has not paid o. agreed to pay any company or person, oth6r than bona fide employess wo*ing solely for the Artist, any commission, percentage, brokerage fee, giits, or any other consideration, contingent upon or resulting from the award or making of this Agreement- For breach or violation of lhls warranty, the City will havo the right to annul this Agreem€nt without liability, or in its discretion to deduct from the Agreement price or consideration, or otheMise re@ver lhe full amount of such fee, commission, perc€ntage, brokerage fee. gifr, or contingent fee. ARTICLE 5- INSURANCE A. Minimum lnsurance Coveraoes. The Artist shall, during the tem of this Agreoment and until completion lhereof, provide and mainbin the lollowing types and minimum lnsurance mverages Tvoe of lnsurance Standard Workers' Compensalion & Llability lncluding Occupations of Disoase Coverage for any of Artists Comprehsnsive General Liability lnsuranc€ Comprehonsive Auiomobile Minimum Limits of Liabilitv Staiutory in conformance Employers with the compensation iaws of the State Colorado $250,000 each person; $1,000,000 each occuronce $250,000 each pe6on Errors and Omissions (to be provlded by Afti6ts' subc.ntractor): $1,000,000 each (rccunence the Artist shall effect th€ insurance policies in a company or companies and in a form $tisfactory to lhe City. Beforo commencing any performance undsr lhis Agreement, Alti6t shall deliver, to lhe City, Certificates ot lnsurance issued by the insurance company, and/or its duly authodzed agents p€rtaining to the aforefiontion€d insuran@ and certirying that the policies stipulated above aro in tull force rnd effecl. C. All policios aM/or Certificates of lnsuranc€ shall includo each individual entity as an additional insured. D. Nothing herein shall be deemed or construed as a waiver of any of the protections to which the City maybe entited pursu6ntto lhe Colorado Govemmental lmmunity Act, sections 2+10-'101, C.R.S., as amendod. ARTICLE 6 - INDET{NIFICATION The Artist agrees to indemnify and to hold the City and ils agonts harmless for, from and against any and allclaims, suils, expenses, damages or other liabililies, including reasonable attomey fees and court costs arising out of damage or injury to persons, entities, or proporty causes or slstainod by any person or persons as a result of the neglig€nt porformance or failure of the Mist to pmvide services pursuant to the t6rms of thi6 Agreement. ARNCLE 7. WARRANTIES OF OUALITY AI{D COXDITION The Artist ropreserts and warants that a. the Wo*, as fabdcated and install€d, willb€ fras of dofects in materialand wo*manship, including any defects of inherent vice" or qualities which c€use or acceleEts detedoralion of the Work; and b. reasonable maintenance of lhe Work will not r€quire procedures substantially in excess of lhose descdbed in the mainlenance rccommendations to be submitted by the Artist to th€ City according to Section 1 .3 (Post-lnstallation). The warranties described in this Article 7 shall suNive for € period of three (3) years after the linal acceptance of the Work. The City shall give notic€ to the Arlisl of any obs€rvod breach wilh reasonable promptness. The Artist shall, at the request of the City, and at no cost to tho Cily, cure roasonably and promptly the breach of any slch waranty, which is curable by the Artist and which cure is consistent with profossional conservalion standards (including, for example, curc by means of rcpair or rsfabrication of the Work). AE!9!E-C=-EEPB99Uc EgXElsEIg The Artist retains all rights under the Copyright Act of 1976, 17 u.S.C. s6c. 101 g!Eeg., and all other righb in and to the Work ex€ept ownership and possession, oxcept as such rights are limited by this Section 8.1. ln view of lhe intention lhat tho work in its linal dostination shall be unique, the Artist shall not make any additional exact duplicate reproductions of the final Work, nor shall the Artist grant permission to others to do so excepl with the wdtten permission of the City. The Mist grants to the City and its assigns an irevocable license to make photographic or graphic reproductions of the work for non-commercial purposes, including but not limiled to reproductions used in advoatising, brcchures, modia publicity and catalogs or oth€r similar publicetionE, provided that th6se dghts arc exorcis€d in a tasteful and professional manner, and the Artist is duly credited as per section 8.2 (Notice) belou 8.1 G6neral 8.2 Notice All reproductions by lhe City shall contain a credit to th6 Artisi and a copyright notice substantially in the Iollowing form: 'Copyright, (Arlist's name), date ofpublication.' 8.3 Credil lo Citv The Arlist shall use his/her best efforts to give a credit reading substantially as "an original wo* owned and commissioned by the City of Wheat Ridge' in a public showing under the A.tist's control of reproduclioas ARTICLE 9. ARTIST'S RIGHTS WTH RESPECT TO THE COiIPLETED WORK 9.1 Maintonanco The City recognizes that maintenance of the Wo* on a regular basis is essential to the integrity of the Work. Thereforo, it has contractually agreod lo assure regular rnaintenance according to the instructions supplied by the Artlst under Section 1-3(c) (Post-lnstallalion) and shall reasonably proteci and maintaln the Work againsl the ravages of time, vandalism and lhe elements. s.2 B9peir9-e!.qB99E@!iq! a. The Cily shall consult with the Artbt as to all reasonably nocessary repalrs and restoralion, which the City shall th€n mako. Ths costs associatod with said repaiE and restoration (other than for wananty repairs) shall be borne by lhe City. The City shall consult wilh the Artist as to recommendations with regard to all ropairs and r€storation made during th€ Artists lif€time. Fotlowing the demise of the Aflist, the City will f rst detormine if the Artist assigned a director of conseruation lhrough the process of a legal will, and secondly, (failing such provision), secure a bona-fide exporl in conservation relative to lhe scale and media of the artwork in qu6slion. To th6 extent practrcable and in accordanco wlth recognized principles of professional conseruation, the Artist, or his/her representative shall be given the opportunity to accomplish such repairs and restoration and 6hall bs paid a reasonable f€e for any such services, b. At any point aft6r d6liv6ry and installation of tha Wo*, the Artist may inspect the Work and shall notit lhe City in wriUng as to lhe necessity of any repahs. After consultation wlh lhe Artist, th€ City shall rnake the fnal deiermination ofwheiher, and to what extent repairs are n€eded, 9.3 y'Jtoration of Work a. The City agrees that it will not consent to inteniional alteration, modmcation, change, desfudion of or damage to the Work by the City without consulting the Mist. Artist will aecelve $50.00 por hour for lime spent in slch consultation, aftsr receipl by lh6 City of an itemized statement of time entry.. This stipulation includes outright removal or change in Iocalion resulting Lom public or private opinion regarding lhe Work- The City has bound itseif to seek consultation Irom the Artist. "Alteralion" of the Work includes, but is not limited lo, a change in lhe interelationship or relative locatons of parts of the Wolk. b. ln the event of any alteration ordamage, whether intentional, accidenlalthe controlofthe Arti6t shall havg, in addition to any remedies he/sh€ may hav6 had in law or equity und6r this cont.act, the right to disclaim authorship of the Wo*, and upofl written request of the Artist to lhe City, the City shall remove the identificalion plaque at its own expense. The Artist may take such other action as he/she may choose in order to disavow the Wo*. 9.4 Alteration of the Site a. As per the stipulations in Section 9.2(a) (Alieration of the Work), the City shall noliry the Artist of any proposed signmcant alteration of the site by lhe City that would affect the intended character and appearance of the Work. ,he City shall consult with the tutist in the planning and execution ofany such alteralion, b. The City and Artist agroe to mediato any dlsagreement between the Artist and ih6 City concoming future site development plans, with a professional modiator acceptable to both parties. The City agrees to use its best efforts to accommodate the interest of both the Artist and the City. lf said disagreemgnt cannot b6 resolved to the satisfaction o, the Arti6t in mediation or otherwise, he/she may remove the identirication plaqus roforred to in Soction 1.3 (Post-lnstallalion) and upon hisy'her writt€n r6quest the Ciiy may no longer represent th€ Work as that of tho Artist. ln tho event such disagreement adses, and the wntten request as provided for above is submitted and honorsd, the Artist shall not be ontitled to any Resale Royalty as may otheMise bo du€ according to Section 9.6 (Resale Royalty) below. 9.5 PcEalcdBcegld Th€ City shall maintain on permanent fle a r€cord of this agreement and of the localion and disposition of 9.6 AElsls-Addless The Arti6t shall notii/ the City of changes in his/her addros6. The fuilure to do so, if such tailure prevonts the City from locating the Artrst, shall be deemed a walver by the Aftist of the right subsequendy to enforce those provisions of Article I lhat roquire lhe €xpress approval of the Misl. The Cily shall make every reasonable effort to locate the Artist when matters arise relating to the Artist's rights. 9.7 Bescle-Bgvelu As is traditional in the arts industry, the City agrees lhat if in the future, the Work is sold dudng the lifetime of the Artist, the City shall within thifty (30) days of that sale pay the Adist a sum squal to fifreen percent (1 5%) of th6 appr€ciated value of the Work. For ths purposos of this agr66ment, appreciated value shail mean the actual sale p ce recolved by the City for the Work, less the original cost to the City for Artist to create the Work, which the Parties agree is $475,000 as 6tated in this Agreement. Nothing in this Agreement shall be construed to imposa any obligation on the City as to the method of sale or disposal. Upon s€le of the sculpture by the City, the City shall incur no further obligations hereunder and Arlist shall havs no furth€r rights . For the puposss of lhis paragraph 'lifetime of lhe Artist" shall mean and refer to lhe lifetimes of all of the Adisls, and the expiration of the lifetime of the Affst shall mean the expiration of ihe life of the last to die of all of the Artists. 9.8 Survivino Cov€nants The covenants and obligations set forth in this Article 9 shall be binding upon the parties, their heirs, legatees, ex€cutors, administratoG, assigns, transf€rce and all their successors in intersst, except aB provided in Secton 9.6, and the City's covenants do attiach afld run with the Work and shall be binding to and until twonty years after the death of the Aflisi. The City shall give any subsequent owner ot lhe Work notics in wdting of the covenants herein and shall cause each such owner to be bound thor€by, For the purposes of the paragraph, "death of the Artisf sh€ll mean and rofer lo the date of death of the lasl to die of all of the Artists. 9.9 Additional Riohts and Remedios Nothing contained in this Article I shall be const ued as a limitation on such olher dghts and rem€dies available to lhe Artist und€rthe law which may now or in the fufure be applicable. @ A. The Artist shall not discriminate against any employe€ or applicanttor employment because of age, race, color, rsrgion, sex, or national origin. The Artist shall adhere to acceplable affirmalive action guidelines in selecting employees and shall €nsure that employees are t@ated equally during employment, wilhout regard to their age, race, color, religion, sex, or national odgin. Such action 6hal, includ6, but not be limited to the following: employment, upgrading, demolion or transfer, rocruitment or reduitment advertising, layof or termination, rates of pay or other brms of compensation, and seleclion for training, including apprenticeship, The Mist agr€6s to post in conspicuorJs daces, available to employees and applicants for employment, notices provided by th6 local public agency setling forlh the provisions of this nondiscrimination clause. B. The Artist will cause tho foregoing provisions to be inserted in all subcontracts tor any work covered by this Agreem€nt so that such provisions will be binding upon 6ach subcontractor, provid€d thel th€ forogoing provisions shall not apply to contracls or subcontracts for slandard commercial supplies or raw matedals. ARTICLE II - CHARTER. LAWS AT{D ORDINANCES A. The Anist at all times during the performance of lhis Agreement, agre€s to strictly adhere to all applicabi€ F6d6ral, State and Local laws, rules, aegulations, and ordinances thal aff€ct or gov€rn lhe work as contemplated undga this Agreoment. ARNCLE 12- LAW AND VENUE Tho laws of the State of Colorado shall govorn as to the intepretation, validity, and effecl of this ,€reement. The parties agree that exclusive venue and jurlsdiction for disputes regarding perlormance of this contract ls with the District Court of Jefferson County, Colorado. ARTICLE 13 - TERIiIIiIATION The seNices to be performed under lhis AgBement may be terminated by e[6er party, subiec{ to written notice submitted thirv (30) days before terminstion, provided that attempts to reconclle the rcason for termination have been undertaken but failed. The notice shall speciry whelher lhe tormination is for convenienc€ or cause. a.lf either party to thi6 agregment shallwillfully or negligen{y failb fumll in a timelyand proper mannea, or otheMise violate any of the covenants, agreements or stipulatons materialto this Agreement, the olher party shall thereupon have the dght to t€minate this Agreement by giving writlen notice to the defaulting part of its int€nt to terminate specilying the gaounds for temination. The defaulting party shall have thirty (30) days affer receipt of tho notic€ to cure the default. lf it is not cured, lhen, this Agreement shall teminate. ln the event of defaull by the City, the City shall prompty componsate the Artist for all services performed by the Artrst prior to temination. ln the €v6nt of defBult by tha Artist, all finished and uninishod drawings, sketches, photographs and olher work products p.eparod and submitted or prepared for slbmission by the Artist under this Agreement shall at the City's option become ils prop€rty, provided that no dght to ,abdcalo or execute the Work shall pass to lhe City, and the City shall compensate the Arlist pursuant to Aticle 2 (Compensation and Payment Schedule) for all services psrfom€d by the Attist prio. to termination. Notwithstanding lhe prevlous 56ntence, the Arlist shall nol bg relieved of liability to the City for damages sustained by lhe City by virtue of any breach of this Agreement by lh6 Arlist, and the City may reasonably withhold payments to the Artist until such time as the exact anount ofsuch damages due the City from the Artist !s determined. lf such termination is for lhe convoni€nce of the City, the Mist shall have the right to an equrtable adjustment :n the fee (without ellowance fo. anticipated prcfit or unperformed service6), in which event the City shall have the right at ib discretron to possession and transfer of title to the sketches, designs and modols already prcparod and submitted or prepared for submission to the City by the Allist under this Agreement p or to lhe dato of lemination, provided that no roht to fabricate or execute the Work shall pass to the City. lf such termin€lion is for tho convenience of the Artist, the Artist shall remit to the Clty a sum equal to all payments (if any) made 1o the Artist pursuant to this Agreement p.ior to termination, b. d. All work accomplish€d by th6 Aatist prior to the dat6 of slch termination, shall b€ r€corded and langible work documenls shall be transfered to and become the sote property of the City prior lo paymant for setuices rendered. ARTICLE 14. FORCE }IAJEURE Neither party will be liable or responsible for any delay or failure in performance if such delay or faiture is caused in whole or in part Forc6 Majeure. Force l\,lajeure means delays r€sulling from causes beyond ih6 reasonable control of the either party, includjng wilhoul limitation, acts of God, any delay caused by any aclon or inaction, order, ruling, mo.atorium, regulalion, strafute, condition or other decision of any governmental or quasi-governmental agency or 6n1ity having regulatory jurisdiction over any portion of the Work, orby delays caus€d by any action, inaction, condition orolherdecision by any utility company, orby fire, casualty, flood, adverse weather conditions such as, by way of illustration and no limitetion, wind, snow storms which prevent outdoor work trom being accomplished, sevete rain storms or below lreezing temperatures of abnormal degree or for an abnormal duration, tomadoes, earlhquakes, floods, strikes, Iockouts or olher labor or industrial disturbance civil disturbance, order of any government, court or regulatory body claiming jurisdiction or otherwise, act of public enemy, war, riot, sabotage, blockage, embargo, inability to secure materials or labor due to regional or national shortages (including labor and materials shorlages caused by national weather or other nalional events), or ottter natural or civil disaster delays caused by any dispule resoli.rtion process, or any delays by injunctions o.lawsuils concerning the ARTICLE 15 - I{OTICES Notlce or communicatlon given pursuant to this Agreement shall be mad€ in writing to: For the Wheat Ridge P..k3 & Rec: Karen A. O'Donnell 4005 Kipling Street Copy to Clty of Wheat Ridg6 For the Artbt: Wheat Ridge, CO 80033 Phone (303) 231-1308 Bud Starker 7500 West 29th Avenuo Wheat Ridge, CO 80033 (303) 23+5900 Cor4 Studios '1413 Cape Cod Gir Fort Collins, CO 80525 Phone: (585) 313-1437 ARTICLE l6 - ASSIGN ENT At{D SUBCOI'ITRACTORS The duties and obligations ofthe Artist aising hereundercannot be assigned, delegated, nor subcontracted excopt with the express written consont oI lhe Cdy. The subcontractors pomitled by the City shall be subject to the r€quir€ments of this Agreemont, and th6 Aftist is responsible for atl subcontracting arangemenls and the delivery of services as sel forth in this Agreement. The Artist shatt be aesponsible for the performanc6 of any sub{onlractor, ARTICLE ',7 - SEVERABILITY To the extent that the Agreement may bs oxecuted and performancB of the obligatioB of the parties may be accomplished within lhe intent of the Agreement, tha t6rms of this Agreement are severable, and shoutd any term or provlsioh hereof be declared invalid or become inoperative for any reason, such invalidity or failur€ shall not atrect th€ validity of any other t€rm o. provision hereof. The waivor of any breach of a lerm hereof shall not be constuod as a waivet of any other term, or the same term upon subsequent breach. ARTICLE 18-INTEGRATION OF UNDERSTANDINGS This Agreement is intended as the complete integration of all understandings between the parties. No prior or contemporaneous addition, deletion, or other amendment hereto shall have any force and affect whatsoever, unless embodied herein in writing. No subsequent novation, renewal, addition, deletion, or other amendment hereto shall have any force or effect unless embodied in writing and signed by an authorized representative of the City and the Artist. ARTICLE 19-AUTHORIZATION Each party represents and warrants that it has the power and ability to enter into this Agreement, to grant the rights granted herein and to perform the duties and obligations described herein. IN WITNESS WHEREOF, the parties hereto have executed, or caused to be executed by their duly authorized officials, this Agreement in two (2) originals, each of which shall be deemed an original on the date first written above. OWNER: CITY OF WHEAT RIDGE Bud Starker, Mayor Date: ___________ _ ATTEST: Steve Kirkpatrick, City Clerk APPROVED AS TO FORM: Gerald Dahl, City Attorney Stephen Shachtman, Primary Date: X /:} 9 /;2 � 10 April 10, 2023