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Artist Services pluv:11 SMOKY HILL RIVER FESTIVAL AGREEMENT FOR ARTIST SERVICES This Agreement Artist Services ("Agreement") is entered into February 5, 2014, by and between the City of Salina, Kansas("City")and Matthew Farley("Artist"). Recitals A. The City, through its Department of Arts and Humanities, annually presents the Smoky Hill River Festival • ("Festival"),an outdoor public arts, music,and cultural festival in Oakdale Park. B. The City desires to hire Artist for creating an installation artwork for the Smoky Hill River Festival; and Artist desires to perform those services pursuant to the terms of this Agreement. The parties,in consideration of the mutual promises set forth in this Agreement,agree and covenant: 1. Responsibilities of the Parties.The parties agree to perform the following responsibilities: 1.1. Artist shall: • install a temporary site specific installation in Oakdale Park,for Festival weekend,June 12-15; • Artist may install artwork between Tuesday,June 10 and Thursday,June 12(by noon). Artwork is to be on display during Festival hours Thursday thru Sunday,June 12-15; • arrange for necessary assistance for the installation process; • remove the artwork from the park upon closing of the Festival, Sunday,June 15,(after 5:00 p.m.)or by 2:00 p.m., Monday,June 16; • maintain communication with Smoky Hill River Festival Coordinator as necessary; • retain ownership of the artwork. 1.2. The City shall: • work with artist to determine installation site within Festival; • provide administrative assistance in facilitating technical details and appropriate City reviews of the artwork prior to installation; • notify the press of Artist's information and location of the installation and credit Artist in Festival publicity; • provide lodging for Artist; • provide storage for artwork if Festival determines there is potential for reinstallation. 2. Schedule. Artist shall work with the City's Arts and Humanities staff to coordinate and schedule all aspects of Artist's services under this Agreement. 3. Payment. in consideration for Artist's services, the City shall pay Artist the sum of$2,000, which shall be paid as follows: $1,000 will be paid up front for acquisition of materials with balance of commission ($1,000)paid upon completion of installation,June 15, 2014. 4. Standard Provisions. Artist acknowledges and agrees to the City's attached and incorporated Standard Provisions. iN WITNESS WHEREOF,the parties have caused this Agreement to be executed by their authorized representatives. CITY OF SALINA, KANSAS ARTIST --�� - By: By: • Brad Anderson, Executive Director Name: I■10,..ktti1eld • r�Qr Department of Arts&I-Iumanities Address: Po !aq)( 223 211 West Iron,P.O.Box 2181 1 VC0.S t KS h c,4-R- Salina, KS 67402-2181 A&H Agreement for Artist Services(2014-01-21) CITY OF SALINA, KANSAS Standard Provisions 1. Release of Liability. In addition to and without or audit findings have been completely terminated or resolved, limiting the governmental immunity protections afforded the without right of further appeal. During the Retention Period, City under the Kansas Tort Claims Act, K.S.A. 75-6101 et seq., Juror shall allow a representative of the City during normal Juror fully releases and discharges the City, its agents, business hours to examine, audit, and make transcripts or copies representatives, officers, officials and employees from any and of such records and any other documents created pursuant to, or all claims, damages, losses and expenses (including but not arising under, this Agreement. The City agrees to responsibly limited to attorney fees and court costs) attributable to bodily utilize all information obtained pursuant to this paragraph for the injury,sickness,disease,death,or damage to property, including purposes of reviewing, confirming, and verifying the nature and loss of use resulting therefrom, suffered by Juror, its employees, amount of all costs and expenses incurred under this Agreement. or agents during or arising from their performance of services The City agrees to take reasonable precautions not to disclose pursuant to this Agreement,or their presence on City premises in such information outside the scope of those stated purposes, conjunction with the performance of this Agreement, whether subject to the Kansas open records act or other applicable law. caused by the negligence of the City or otherwise. Provided, however, that this release shall not apply to the extent such 6. Relationship. It is expressly understood that Juror in claims are caused by the gross negligence or willful or wanton performing services under this Agreement, does so as an misconduct of the City or any of its employees or agents. independent contractor. The City shall neither have nor exercise any control or direction over the methods by which Juror 2. Default; Remedies. If Juror fails to perform, in whole performs its services hereunder. The sole interest and or in part, any promise, covenant, or agreement set forth herein, responsibility of the City is to see that the services covered by or should any representation made by Juror be untrue, the City this Agreement are performed and rendered in a competent, may terminate this Agreement or Juror's rights under this efficient, and satisfactory manner. Juror shall be exclusively Agreement. In addition, the City may pursue any available responsible for all taxes, withholding payments, employment- remedy at law or in equity (including specific performance) by based benefits, deferred compensation plans, including but not suit, action, mandamus or other proceeding to enforce and limited to its workers compensation and social security compel the performance of the duties and obligations set forth in obligations, and the filing of all necessary documents, forms, or this Agreement, to enforce or preserve any other rights or returns pertinent to the foregoing. interests of the City under this Agreement or otherwise existing at law or in equity and to recover any damages incurred by the 7. Subcontracting. Juror shall not subcontract any work City resulting from such event of default. or services under this Agreement without the City's prior written consent. 3. Non-Assignable. Due to the unique qualifications and capabilities of Juror,neither the rights nor responsibilities provided 8. Compliance with Applicable Law.Juror shall comply for under this Agreement shall be assignable by either party,either with all applicable federal, state, and local law in the performance of this Agreement. in whole or in part. 9. Equal Opportunity. 4. Notices. All notices required or permitted to be given pursuant to this Agreement shall be in writing and delivered (a) In conformity with the Kansas act against discrimination personally or sent by registered or certified mail, return receipt and Chapter 13 of the Salina Code, Juror and its requested, or by generally recognized, prepaid, commercial subcontractors,if any,agree that: courier or overnight air courier service. Notice shall be considered given when received on the date appearing on the return (1) Juror shall observe the provisions of the Kansas act receipt,but if the receipt is not returned within five(5)days,then against discrimination and Chapter 13 of the Salina three(3) days after mailed, if sent by registered or certified mail Code and in doing so shall not discriminate against any person in the performance of work under this or commercial courier service; or the next business day, if sent Agreement because of race, sex, religion, age, color, by overnight air courier service. Notices shall be addressed as national origin,ancestry or disability; appears above for each party,provided that if any party gives notice of a change of name or address,notices to the giver of that notice (2) Juror shall include in all solicitations,or advertisements shall thereafter be given as demanded in that notice. for employees, the phrase "equal opportunity employer," or a similar phrase to be approved by the 5. Retention and Inspection of Records. City's human relations director; Juror shall maintain complete, accurate, and clearly identifiable records with respect to all costs and expenses incurred under this (3) If Juror fails to comply with the manner in which Juror Agreement. The records shall be maintained during the term of reports to the Kansas human rights commission in this Agreement,and for a period of three(3)years from the date accordance with the provisions of K.S.A. 44-1031 and of final payment under this Agreement(the"Retention Period"); amendments thereto, Juror shall be deemed to have provided, however, that if any litigation, claim or audit is breached this Agreement and it may be canceled, commenced prior to the expiration of the Retention Period, then terminated or suspended, in whole or in part, by the the Retention Period shall be extended until all litigation, claims City; 1 • (4) If Juror is found guilty of a violation of Chapter 13 of 17. Authority and Consent to Transaction. Each party the Salina Code or the Kansas act against represents to the other that the person executing this Agreement • discrimination under a decision or order of the Salina has full and legal authority to bind such party to the terms of this human relations commission or the Kansas human Agreement, and that the execution and delivery of t' rights commission which has become final, Juror shall Agreement have been duly and validly authorized by . be deemed to have breached this Agreement and it may governing body of each party. be canceled, terminated or suspended, in whole or in part,by the City; 18. Persons Bound. This Agreement shall extend to and bind the heirs, executors, administrators, trustees, successors and (5) Juror shall not discriminate against any employee or authorized assigns of the parties hereto. applicant for employment in the performance of this Agreement because of race, sex, religion, age, color, 19. Counterparts. This Agreement may be executed in any national origin,ancestry or disability;and number of counterparts,each of which shall be deemed an original, or in multiple originals,and all such counterparts or originals shall (6) Juror shall include similar provisions in any for all purposes constitute one agreement. subcontract under this Agreement. 20. Amendments. Neither this Agreement nor any of its (b) The provisions of this section shall not apply to this terms may be changed or modified, waived, or terminated except Agreement if Juror: by an instrument in writing signed by an authorized representative of the party against whom the enforcement of the change, waiver, (1) Employs fewer than four employees during the term of or termination is sought. - this Agreement;or 21. Waiver.No failure or delay by a party hereto to insist on (2) Contracts with the City for cumulatively$5,000 or less the strict performance of any term of this Agreement,or to exercise during the City's calendar fiscal year. any right or remedy consequent to a breach thereof,shall constitute a waiver of any breach or any subsequent breach of such term. No 10. Administration of Agreement. All references in this waiver of any breach hereunder shall affect or alter the remaining Agreement requiring the City's participation or approval shall terms of this Agreement, but each and every term of this mean the participation or approval of the City Manager, unless Agreement shall continue in full force and effect with respect to otherwise provided herein. any other then existing or subsequent breach thereof. 11. Attorney Fees.If any suit or action is instituted by either 22. Conflict Resolution.No interpretation of this Agreemer' party hereunder, including all appeals, the prevailing party in such shall be allowed to find the City has agreed to binding arbitration. suit or action shall be entitled to recover reasonable attorney fees and expenses from the non-prevailing party, in .addition to any 23. No Third Party Beneficiaries. Solely the parties to this other amounts to which it may be entitled. Agreement shall have rights and may make claims under this Agreement. There are no intended third party beneficiaries under 12. Right to Independent Legal Advice. Juror understands this Agreement, and no third parties shall have any rights or make and acknowledges the right to have this Agreement reviewed by any claims hereunder. legal counsel of Juror's choice. 24. Typewritten or Handwritten Provisions.Typewritten 13. Applicable Law; Venue. This Agreement and its or handwritten provisions inserted or attached shall supersede all validity, construction and performance shall be governed by the conflicting printed provisions. laws of Kansas. In the event of any legal action to enforce or interpret this Agreement, the sole and exclusive venue shall be in 25. Feminine-Masculine,Singular-Plural. the Saline County,Kansas District Court. Wherever used, singular shall include the plural, plural the singular,and use of any gender shall include all genders. 14. Interpretation. This Agreement shall be interpreted according to its fair meaning, and not in favor of or against any 26. Headings. The headings of the sections of this party. Agreement are included for the purposes of convenience only and shall not affect the interpretation of any provision hereof. 15. Time. Time is of the essence of this Agreement. No extension will be granted unless in writing and signed by the 27. Merger Clause. These terms are intended by the parties parties. Should the end of a time period fall on a legal holiday that as a complete,conclusive and final expression of all the conditions termination time shall extend to 5:00 p.m. of the next full business of their Agreement. No other promises, statements, warranties, day. agreements or understandings,oral or written,made before or at the signing thereof,shall be binding unless in writing and signed by all 16. Severability. The unenforceability, invalidity, or parties and attached hereto. illegality of any provision of this Agreement shall not render the other provisions unenforceable,invalid,or illegal.