THIS AGREEMENT made in triplicate this th day of, 200 BETWEEN: CITY OF OTTAWA (the City -and- (the Artist WHEREAS the Council of the former City of Ottawa, an old municipality as defined in the City of Ottawa Act, S.O. 1999, c.14, Sch.E, at its regular meeting on February 6 th, 1985, approved a policy and programme respecting Visual Arts known as Art in Public Places ; AND WHEREAS the new City, as defined in the City of Ottawa Act has not, as of the date of this Agreement, updated that policy; AND WHEREAS according to the City of Ottawa Act, every by-law or resolution of an old municipality that is in force on December 31, 2000 shall be deemed to be a by-law or resolution of the city council on January 1, 2001 and remains in force, in respect of the municipal area to which it applied on December 31, 2000, until it expires or is repealed or amended to provide otherwise ; AND WHEREAS the Artist has been selected by the City through a duly appointed Visual Arts Jury, to provide to the City with the art work known as hereinafter called the Art Work ; AND WHEREAS this Agreement constitutes the entire agreement between the Parties and it replaces and supersedes all previous written or oral agreements and understandings; NOW THEREFORE, in consideration of the mutual promises hereinafter set out, the parties hereto mutually undertake and agree as follows: DEFINITIONS 1. In this Agreement: (a (b (c (c Art Work means the final piece of art designed and fabricated by the Artist for display more particularly described in the attached Schedule A ; maquette means the drawing or model, prepared by the Artist, of the proposed Art Work; notice of completion means a written notice of completion as set out in section 7 and Schedule F ; Site means the location where the Art Work is installed, as set out in Schedule A. SCOPE OF WORK 2.(1 The Artist shall design and fabricate the Art Work to bear a reasonable resemblance to the maquette submitted by the Artist to the City according to the specifications described in the Artist s Proposal, set out in the attached Schedule G, (2 Any major changes to the Art Work shall not be made unless first approved in writing by both Parties. (3 The Artist shall liaise with all persons engaged in the development of the Site of which the Art Work is to be a part and shall consult with those persons regarding the completion
and the installation of the Art Work at the Site. 2 (4 If the parties cannot agree to matters set out in subsections (1, (2 and (3 the matter shall be decided by the City it its sole discretion, taking into consideration the Artist s views. MATERIALS 3. The Artist shall supply or arrange to have supplied at his/her sole cost, risk and expense all materials, labour, plant, machines and supplies necessary for the Art Work including any equipment, services and anchoring devices required for the installation of the Art Work at the Site. INSPECTIONS 4.(1 The City or its employees may visit the Artist on 24 hours notice to monitor the Art Work as it is being created and the Artist shall permit these visits (2 The Artist shall sign inspection reports, which shall be prepared by the City following each visit set out in subsection (1. 5. If the City deems it necessary, the Artist shall permit the City to have a professional conservator inspect and advise about the fabrication and installation of the Art Work. COMPLETION OF WORK 6.(1 The Artist shall complete the Art Work and its installation at the Site according to the timelines set out in the attached Schedule B. (2 An extension of time may be agreed upon in writing, although neither party shall be obliged to agree to such an extension. 7. The Artist shall provide the City with a notice of completion, in the form set out in Schedule F, as soon as fabrication of the Art Work is completed and the Artist is ready for its delivery and installation to the site. 8. The Artist shall acquire all required permits and licences and shall immediately show proof of acquisition if required to do so by the City. 9.(1 The Artist shall present to the City in writing for further review and approval in a timely manner any changes the Artist would like to make to the Art Work, concerning scope, design, colour, size, material or texture. (2 The changes described in subsection (1 shall not be the basis for delaying the Art Work. (3 The City shall have the right to approve or disapprove the changes described in subsection (1. INSTALLATION 10. The Artist shall notify and co-ordinate with the City and other involved parties with the timing and the details of the installation of the Art Work in accordance with timelines set out in Schedule B. 11. The Artist shall be responsible for all matters associated with the transportation of the Art Work to the Site, including scheduling and all associated costs. 12 The Artist shall be responsible for the installation of the Art Work at the Site and the associated costs. 13. The Art Work shall be delivered to the Site in a condition suitable for installation. 14. The Artist shall be responsible for the preparation of the site necessary for the installation of the Art Work and the associated costs.
3 15. If the City deems it necessary, the Artist shall provide a report by a professional engineer, as set out in Schedule C. 16. The Artist shall be responsible for all costs, disbursements and expenses related to the transportation, delivery and installation of the Art Work. 17. The Artist shall provide the City with a written Notice of Completed Installation in the form set out in Schedule D immediately after the Work has been installed at the Site. 18. In the event that the City provides a notice of deficiency pursuant to section 31(1(b, the Artist shall clear the deficiencies within a period of time mutually agreed upon by the parties, which shall not be more than thirty (30 days, and shall provide another Notice of Completed Installation. PROTECTION AND CLEAN-UP 19. Where necessary during fabrication, transportation and installation of the Art Work and until project hazards are eliminated, the Artist, at his or her own expense, shall apply protective coatings, wrappings or other appropriate measures and materials and remove them when they are no longer required. 20. At the time of installation, the Artist shall, at his or her own expense, keep the Site safe, clean and protected from any danger or hazards to the public. 21. Upon completion of the Art Work, the Artist shall, as soon as practicable and at his or her own expense, remove all waste materials, excess materials, tools, and equipment such as scaffolding and temporary structures from the Site. INSURANCE 22.(1 From the time work commences on the Art Work, the Artist shall fully insure the Art Work against all risks of direct physical loss or damage to the Art Work whether in a studio, workshop, residence or elsewhere or while in transit or at the Site. (2 Such insurance coverage shall be maintained by the Artist until the City accepts the Notice of Completed Installation. 23.(1 In the event of physical loss or damage to the Art Work prior to the written Notice of Completed installation pursuant to 17, the Artist shall rectify the loss or damage by repair, restoration, replacement or other appropriate means, in a diligent manner, irrespective of the time of settlement of any insurance claim, and at no additional expense to the City. (2 Under such circumstances as set out in subsection (1 the Parties shall reconsider more appropriate deadlines, which shall be based on periods of time which shall not be any longer than those set out in this Agreement and its Schedules. MAINTENANCE REPORT 24. Upon completion of the installation of the Art Work the Artist shall provide to the City a maintenance report that includes the description of materials and fabrication methods used in the Art Work as well as recommended maintenance instructions and means of future conservation or restoration that may be required, including methods and materials to be used in cleaning the Art Work. WARRANTY 25. By executing this Agreement, the Artist warrants that the Art Work will be free from failure and deterioration and warrants that it is free of defects in workmanship and material, excluding normal weathering, wear and tear, and abuse, for a period of three (3 years from the date of written acceptance of the Art Work by the City, pursuant to section 31(1(a.
INFORMATION 26.(1 The City shall make reasonable efforts to provide to the Artist the available technical information related to the Site required to carry out the Artist s obligations related to this Agreement. (2 The Artist shall perform such testing or information verification as is necessary fully to perform his or her obligations under this Agreement to ensure that the Art Work is created to endure and installed safely. PAYMENTS 27. The City shall pay the Artist in accordance with the payment schedule attached as Schedule E. PLAQUE 4 28. The City shall provide and install, at its own expense, a plaque at the Site, identifying the name of the Artist, the title of the Art Work, the date of the Art Work and the ownership of the Art Work being that of the City. MAINTENANCE 29. The City shall maintain the Art Work in accordance with the City s on-going maintenance policy and will respect the maintenance instructions where the Artist provides a maintenance report. 30.(1 In the event the Art Work is damaged by a third party or other cause unrelated to the threeyear warranty set out in section 25 or is otherwise altered at any time after the City has accepted the Notice of Completed Installation the City shall, within a reasonable period of time, provide the Artist with a reasonable opportunity to repair the Art Work and /or consult on and supervise any repair, restoration or replacement. (2 In the event that the Artist is unavailable as set out in subsection (1, the City shall proceed to undertake the necessary repairs and shall use its best efforts to respect and observe the artistic integrity of the Art Work. ACCEPTANCE 31.(1 Once the City has received the Notice of Completed Installation from the Artist pursuant to section 17 the City shall immediately inspect the Art Work and shall, within five (5 days of receipt by the City of the Notice of Completed Installation, provide the Artist with the following: (a written notice that the Art Work has been accepted as is ( Notice of Acceptance ; or (b a Notice of Deficiency that the Art Work has not been accepted with detailed reasons for non-acceptance. (2 If the City provides a Notice of Deficiency as set out in clause (1(b, the Artist shall correct the deficiency to the City s satisfaction. INCAPACITY OR FRUSTRATION 32. In the event of death or incapacity of the Artist, the City: (a (b shall have the right of ownership of the unfinished Art Work upon paying the Artist or its personal representative a sum in direct proportion to the percentage of the work completed; and shall have the right to complete the Art Work, provided that it does not alter the original intent of the Artist.
5 RIGHTS OF OWNERSHIP 33. The City shall own the maquette upon payment to the Artist of the maquette fee which, the Parties acknowledge, has been paid. 34. The City shall own the Art Work upon the written notice and payment to the Artist of the final installation fee. COPYRIGHT 35. Copyright in the Art Work and the maquette, including any and all drawings, designs, images, specifications, photographs and documents incidental thereto, is and shall remain the property of the Artist, whether or not the Art Work is completed, and they are not to be used for any purpose without the permission of the Artist obtained in advance, except for the provision in section 32. 36. The City shall have the right to reproduce an image or images of the Art Work or maquette for non-profit use, public relations and documentation purposes only. 37. If the Art Work or maquette is prominently exhibited in any publication issued by the City, the name of the Artist shall be accredited to the maquette or the Art Work, as the case may be. 38. The Artist shall not replicate the Art Work or maquette for any other client or purchaser. 39. The City shall have the right to exhibit the Art Work and to determine the location and duration of the exhibition of the maquette or the Art Work, as the case may be. DELAYS 40. If either party is unable to meet any of the timelines imposed by this Agreement that party shall notify the other Party immediately upon becoming aware of the inability. SUCCESSORS 41. This Agreement shall ensure to the benefit of and be binding upon the Parties, their executors, administrators, successors, heirs, legal representatives and assigns. SEVERABILITY 42. If any provision in this Agreement or its application to any party or circumstances is for any reason restricted, prohibited or unenforceable, such provision shall be ineffective only to the extent of such restriction, prohibition or unenforceability without invalidating the remaining provisions which shall remain in full force and effect. NOTICE 43. Any notice required or desired to be sent pursuant to this Agreement shall be either hand delivered or sent by prepaid first class mail to the addresses shown below and such notice shall be deemed to be received on the earlier of actual receipt or five (5 days from its mailing, whichever is earlier. 44. Either party may change its address by first serving notice on the other party. City of Ottawa Public Art Program 172 Guigues Avenue Ottawa, Ontario K1N 5H9 Attention: Cultural Planner-Commissions, Public Art Program (NAME AND ADDRESS OF ARTIST
6 IN WITNESS WHEREOF each of the said parties have subscribed its signature, or being a corporate body, has hereunto affixed its corporate seal duly attested by its proper officers: THE CITY OF OTTAWA Date: NAME OF ARTIST Date: Name of Artist
SCHEDULE A 1. The Artist shall determine the artistic expression, scope, design, colour, size, material, and texture of the work of the Art Work in this Agreement and described in detail, subject to Schedule G. 2. The Artist shall be solely responsible for the designing, fabricating, constructing, transporting and installing the Art Work, which consists of (MAJOR COMPONENTS OF INSTALLATION 3.(1 The Artist shall be responsible for the supply and installation of the lighting which is required specifically for the Art Work (2 The lighting provided in the construction contract for (NAME OF SITE will accommodate for the artwork where possible within its budget. 4. All elements of the Art Work are located on (LOCATION OF ARTWORK located at (ADDRESS OF SITE in Ottawa referred to as the Site in this Agreement. 5. The Artist shall provide any manufacturers technical sheets on items and materials to be supplied by others. 6. The Artist shall ensure that any materials to be supplied by third parties are available in time to meet the timelines established in Schedule B. 7.(1 The Artist shall supply the City with all technical drawings, which shall indicate the location and utility requirements. (2 Utility requirements shall include the electrical power groupings which are required of light fixtures. 8. The Artist shall be responsible for the purchase, delivery and installation of all light fixtures for the Art Work on site. 9. The Artist shall plan and organize the Art Work to meet the overall construction schedule and the schedule agreed upon by the City project managers of the (NAME OF SITE 10.(1 The Artist shall be responsible for attending any technical meetings, including those that specifically relate to the Art Work in order to complete the Art Work as specified in this Agreement. (2 The City shall make every effort to coordinate technical meetings with the schedule of the Artist.
SCHEDULE B 1. The Artist shall complete and submit a series of progress reports to the City s Cultural Planner for review, as set out in this Schedule. 2. Report numbers 2 and 3 shall include photographs. 3. The timelines for the installation of the Art Work shall be as follows, subject to changes in the construction schedule of the (NAME OF SITE construction project: (a by (DATE and no later than thirty (30 days after the first payment to the Artist, Progress Report #1shall be submitted with the following information: (i (ii (iii confirmation that materials for the Art Work have been received; confirmation that the architect has been consulted about lighting specifications; and confirmation that the Project Manager for the (NAME OF SITE and the City s Cultural Planner for Public Art Commissions have been consulted about scheduling. (b by (DATE or at fifty (50 percent completion of the Art Work (as set out in the Artist s proposal is Schedule G, whichever is earlier, Progress Report #2 shall be submitted with the following information: (i (ii a progress report; and photo documentation. (c by (DATE or at 100 percent completion of the Art Work, whichever is earlier, Progress Report #3 shall be submitted with the following information: (i (ii (iii photo documentation; completion and installation report, as set out in Schedule D ; and confirmation that the Site is prepared for the Art Work. (d by (DATE Progress Report #4 shall be submitted with the following information: (i (ii (ii confirmation that the installation of the (MAJOR COMPONENTS has taken place; installation report documenting the installation and maintenance requirements for the Art Work; and manufacturers technical sheets.
SCHEDULE C 1. If deemed necessary by the City of Ottawa, the artist shall consult with an engineer prior to the completion of the Art Work, and shall submit an engineer s report, at the Artist s own expense, before and after the work is installed. 2.(1 The requirements for the Engineer s Report shall be determined by the City. (2 The engineer s report shall be forwarded to the City s Cultural Planner, Commissions, Public Art Programme. 3. Final inspection and written approval of completed and installed Art Work shall be undertaken by the engineer employed by the artist, and the resulting report shall be forwarded to the City s Cultural Planner, Commissions, Public Art Programme.
SCHEDULE D NOTICE OF COMPLETED INSTALLATION I, give notice to the City of the City of Ottawa that I have satisfactorily completed the installation of the Art Work called located at. Further, I have clear title to the Art Work. Dated this day of, 20.
SCHEDULE E 1.(1 The Artist shall be paid a total sum of (AMOUNT IN WORDS($NUMERICAL AMOUNT in Canadian funds, plus GST, if applicable, for the Art Work, to be installed in the (LOCATION OF WORK< NAME AND ADDRESS OF SITE (2 Payment shall be as follows: (a 40% payment within 30 days of all parties signing the Agreement; (c 30% payment within 30 days of receiving Progress Report #2; (d (e 20% payment within 30 days of receiving Progress Report #3 and the Notice of Completion of Fabrication ; and 10% payment within 30 days of the following events: (i (ii (iii Final Acceptance Letter received by the Artist; Notice of Completion of Installation being submitted by the Artist; and Progress Report #4 and all documentation information being submitted by the Artist.
SCHEDULE F NOTICE OF COMPLETION I, give notice to the City of the City of Ottawa that I have satisfactorily completed the Art Work called located at and can now proceed with its installation. Dated this day of, 20.