Loading...
HomeMy WebLinkAbout019-26 - Adam Smith Blue Creations Art LLC - ContractDocusign Envelope ID: 3A6E4EEB-8F06-42C3-95D3-F742FF246F73 Port Orchard Contract #: O Authorized Amount: $4,372.00 Date Start: 2/4/2026 Date End: 6/1/2026 CONSULTANT SERVICES AGREEMENT THIS AGREEMENT is entered into by and between the City of Port Orchard, Washington, a municipal corporation organized under the laws of the State of Washington ("City") and Adam Smith, Blue Creations Art LLC ("Consultant") (405) 338-8882, bluecreationsart@gmail.com. RECITALS: WHEREAS, the City desires to have certain services performed for its residents; and WHEREAS, the City has selected the Consultant to perform such services pursuant to certain terms and conditions; and NOW, THEREFORE, in consideration of the mutual benefits and conditions set forth below, the parties agree as follows: AGREEMENT: 1. Scope of Services to be Performed by Consultant. The Consultant shall perform those services described on Exhibit "A," which is attached hereto and incorporated herein by this reference as if set forth in full. In performing such services, the Consultant shall at all times comply with all federal, state, and local statutes, rules and ordinances applicable to the performance of such services and the handling of any funds used in connection therewith. The Consultant shall perform the services diligently and completely and in accordance with professional standards of conduct and performance. The Consultant shall request and obtain prior written approval from the City if the scope or schedule is to be modified in any way. Should the Consultant engage any subcontractors in the performance of the Services, the Consultant agrees to require all such subcontractors to be bound by the terms and conditions of this Agreement. Notwithstanding the foregoing, the Consultant shall not assign the creative or artistic portion of the Services to another party without the prior written consent of the City. Consultant shall be responsible for cleaning and preparing the concrete surface to ensure proper paint adhesion, applying an exterior masonry -appropriate primer, and supplying all goods, materials, tools, and equipment necessary to complete the work. The City will not provide any materials, scaffolding, lifts, or other equipment. 2. Compensation. The City shall pay the Consultant for services rendered according to the rates and methods as follows: LUMP SUM. Compensation for these services set forth in Exhibit A shall be a Lump Sum of $4,372.00 (tax included) payable upon completion of the services set out on Exhibit A. City of Port Orchard and Blue Creations Art, LLC upoeee ymu mx Docusign Envelope ID: 3A6E4EEB-8F06-42C3-95D3-F742FF246F73 The City shall pay the Consultant within thirty (30) days of receipt of a proper invoice. If the City objects to all or any portion of any invoice, it shall so notify the Consultant of the same within fifteen (15) days from the date of receipt and shall pay that portion of the invoice not in dispute, and the Parties shall immediately make every effort to settle the disputed portion. If the services rendered do not meet the requirements of the Agreement, the Consultant will correct or modify the work to comply with the Agreement. The City may withhold payment for such work until the work meets the requirements of the Agreement. The City shall pay the Consultant for services rendered within ten (10) days after City Council voucher approval. However, if the City objects to all or any portion of an invoice, it shall notify Consultant and reserves the option to only pay that portion of the invoice not in dispute. In that event, the Parties will immediately make every effort to settle the disputed portion. The City reserves the right to direct the Consultant's compensated services before reaching the maximum amount. 3. Duration of Agreement. This Agreement shall be in full force and effect for a period commencing on 2/4/2026 and ending 6/1/2026 unless sooner terminated under the provisions of this Agreement. Time is of the essence of this Agreement in each and all of its provisions in which performance is required. If delays beyond the Consultant's reasonable control occur, the Parties will negotiate in good faith to determine whether an extension is appropriate. This Agreement may be terminated by the City at any time on thirty (30) days notice, provided upon notice of termination, all finished or unfinished documents, reports, or other material or work of the Consultant pursuant to this Agreement shall be submitted to the City, and the Consultant shall be entitled to just and equitable compensation for any satisfactory work completed prior to the date of termination, not to exceed the total compensation set forth herein. 4. Copyright; City's Right to Reproduce Images; City's Ownership of Artwork. Upon final acceptance of the mural by the City and receipt of full payment, Consultant hereby irrevocably assigns, transfers, and conveys to the City all right, title, and interest in and to the mural, including the physical artwork and all associated intellectual property rights. The mural shall be deemed a work made for hire to the fullest extent permitted by law; to the extent it is not deemed a work made for hire, Consultant hereby assigns all copyrights and related rights to the City. The City shall have the perpetual, royalty -free right to use, reproduce, display, modify, maintain, relocate, remove, or destroy the mural, in whole or in part, for any governmental or public purpose, without further approval from or compensation to Consultant. 5. Warranties. The Consultant represents and warrants that: The Artwork is solely the result of the artistic efforts of the Consultant; The Artwork is unique and original and do not infringe or violate any City of Port Orchard and Blue Creations Art, LLC Updofed4/2022 BON Page 2 of Docusign Envelope ID: 3A6E4EEB-8F06-42C3-95D3-F742FF246F73 copyright, trade secret, trademark, patent, or other proprietary or personal right held by any third party; The Artwork (or duplicates thereof) has not been accepted for sale elsewhere; The Consultant has not sold, assigned, transferred, licensed, granted, encumbered or utilized the Artwork or any element thereof or any copyright related thereto which may affect or impair the rights granted pursuant to this Agreement; All Artwork created by the Consultant under this Agreement, whether created by the Consultant alone or in collaboration with others, shall be wholly original with the Consultant and shall not infringe upon or violate the rights of any third party; and The Consultant has the full power to enter and perform this Agreement and to make the grant of rights contained in this Agreement. The Consultant represents and warrants that the Artwork is designed to last for at least (_) years and the Consultant guarantees the Artwork against any faulty material or workmanship. The Consultant shall, at the City's option, remedy and/or pay for any loss or damage resulting from faulty material or workmanship that occurs or appears within a period of six (6) months after the date the City accepts the Artwork. The City shall give written notice with reasonable promptness to the Consultant regarding observed defects in any Artwork. Repair / remedy for loss or damage due to destruction, distortion, mutilation, or other modification not attributed to faulty material or workmanship shall not be the responsibility of the Consultant, however, the Consultant agrees to assist the City in repair, maintenance, conservation and restoration for an additional fee to be negotiated by the Parties, provided the City reserves the right to have repair, maintenance, conservation and restoration performed by a professional or contractor other than Consultant. 5. General Provisions. A. The Parties intend that an independent contractor -client relationship will be created by this Agreement. Even though the Consultant is an independent contractor with the authority to control and direct the performance and details of the work authorized under this Agreement, the work must meet the approval of the City and shall be subject to the City's general right of inspection to secure the satisfactory completion thereof. B. Consultant shall defend, indemnify, and hold the City, its officers, officials, employees, agents, and volunteers harmless from any and all claims, injuries, damages, losses or suits including attorneys' fees, arising out of or resulting from the acts, errors or omissions of the Consultant in performance of this Agreement, except for injuries and damages caused by the sole negligence of the City. C. The Consultant shall take all precautions necessary and shall be responsible for the safety of its employees, and agents in the performance of the work hereunder and shall utilize all protection necessary for that purpose. All work shall be done at the Consultant's own risk, and the Consultant shall be responsible for any loss of or damage to materials, tools, or other articles used or held by the Consultant for use in connection with the work. D. The Consultant agrees not to discriminate against any employee or applicant for employment or any other person in the performance of this Agreement because of race, creed, color, City of Port Orchard and Blue Creations Art, LLC Updated 4/2022 IBOR Page 3 of Docusign Envelope ID: 3A6E4EEB-8F06-42C3-95D3-F742FF246F73 national origin, marital status, sex, age, disability, or other circumstance prohibited by federal, state, or local law or ordinance, except for a bona fide occupational qualification. E. This Agreement contains the entire agreement between the parties, and no other agreements, oral or otherwise, regarding the subject matter of this Agreement shall be deemed to exist or bind either of the parties. If there is a conflict between the terms and conditions of this Agreement and the attached exhibits, then the terms and conditions of this Agreement shall prevail over the exhibits. Either party may request changes to the Agreement. Changes which are mutually agreed upon shall be incorporated by written amendments to this Agreement. F. The failure of either party to insist upon strict performance of any of the covenants and agreements contained herein, or to exercise any option herein contained in one or more instances, shall not be construed to be a waiver or relinquishment of said covenants, agreements, or options, and the same shall be in full force and effect. G. No waiver, alteration, modification of any of the provisions of this Agreement shall be binding unless in writing and signed by a duly authorized representative of the City and the Consultant. H. All notices or other communications required or permitted under this Agreement shall be in writing and shall be personally delivered, in which case the notice or communication shall be deemed given on the date of receipt at the office of the addressee. In addition, all notices shall also be emailed, however, email does not substitute for an official notice. Notices shall be sent to the following addresses: City Clerk City of Port Orchard 216 Prospect Street Port Orchard, Washington 98366 Bwallace@cityofportorchard.us Phone: 360.876.4407 Fax: 360.895.9029 Notices to the Consultant shall be sent to the following address: w 4. Phone No.: t5 5 3& t32_ - Email: hlver_r'2a�'ly✓ISQr���T��cbw, I. Should any dispute, misunderstanding or conflict arise as to the terms and conditions contained in this Agreement, the matter shall first be referred to the Mayor, who shall determine the term or provision's true intent or meaning. The Mayor shall also decide all questions which may arise between the parties relative to the actual services provided or to the sufficiency of the performance hereunder. If any dispute arises between the City and the Consultant under any of the provisions of this Agreement which cannot be resolved by the Mayor's determination in a reasonable time, or if the Consultant does not agree with the Mayor's decision on a disputed matter, jurisdiction of any resulting City of Port Orchard and Blue Creations ArtLLC updated 4/2077 sox Page 4 of 5 Docusign Envelope ID: 3A6E4EEB-8F06-42C3-95D3-F742FF246F73 litigation shall be filed in Kitsap County Superior Court, Kitsap County, Washington. This Agreement shall be governed by and construed in accordance with the laws of the State of Washington. In any suit or action instituted to enforce any right granted in this Agreement, the substantially prevailing party shall be entitled to recover its costs, disbursements, and reasonable attorneys' fees from the other Party. J. This Agreement may be executed in any number of counterparts, each of which shall constitute an original, and all of which will together constitute this one Agreement. K. Any provision or part of this Agreement held to be void or unenforceable under any law or regulation shall be deemed stricken and all remaining provisions shall continue to be valid and binding upon the City and the Consultant, who agree that the Agreement shall be reformed to replace such stricken provision or part with a valid and enforceable provision that comes as close as reasonably possible to expressing the intent of the stricken provision. IN WITNESS WHEREOF, the City and the Consultant have executed this Agreement as of the dates listed below. CONSULTANT ^ By: G. Title: O)Wr1e ✓ // + +- Date: e2 /5 12-k CITY OF PORT ORCHARD By: Robert Putaansuu, Mayor Date: z`'4 /Zk ATTEST/AUTHENTICATE 5i VcJcLL(cfi--- Brandy Wallace, MC, City Clerk APPROVED AS TO FORM (—Signed by20370 1r2EE20E7 Port Orchard City Attorney's Office City of Port Orchard and Blue Creations ArtLLC updated 4/MII IBOR za © Docusign Envelope ID: 3A6E4EEB-8F06-42C3-95D3-F742FF246F73 Mural Proposal & Bid Submitted to: City of Port Orchard Submitted by: Adam Smith, Blue Creations Art LLC Project: Exterior Mural (Approx. 290 sq ft) Bid Amount: $4,000 + applicable tax (all materials included) Project Overview This proposal outlines the scope, process, and pricing for the design and execution of an exterior mural on a concrete wall located in Port Orchard. The goal of the mural is to create a visually engaging, durable, and community - appropriate artwork that enhances the public space while standing up to Pacific Northwest weather conditions. BLUE CREATIONS ART LLC Docusign Envelope ID: 3A6E4EEB-8F06-42C3-95D3-F742FF246F73 Mural Proposal & Bid Scope of Work & Process 1. Design & Concept Development • Initial concept developed specifically for the site and its surroundings • Visual sketch or digital mockup provided for City review (I will make some adjustments to the Al mockup you received from Josh Johnson to make sure the Carlisle is presented more accurately as well as other slight modifications) • One round of reasonable revisions included to ensure alignment with City feedback 2. Surface Preparation • Cleaning and preparation of the concrete surface to ensure proper paint adhesion as needed • Application of an exterior masonry -appropriate primer 3. Mural Execution • Hand -painted mural using professional -grade exterior acrylic and masonry paints • Materials selected for UV resistance, color longevity, and moisture durability • Careful attention to detail, composition, and overall finish 4. Protective Coating • Application of a clear exterior protective sealer to enhance durability and longevity • Designed to resist fading, moisture intrusion, and surface wear 5. Completion & Cleanup • Full cleanup of the work area upon completion • Final walkthrough with City representative if desired Materials Included The bid includes all necessary materials, including but not limited to: • Exterior masonry primer • Professional -grade exterior mural paints • Protective clear coat / sealer • Brushes, rollers, drop cloths, and supplies • Any minor consumables required for proper execution No additional material costs will be billed beyond the agreed bid amount. BLUE CREATIONS ART LLC Docusign Envelope ID: 3A6E4EEB-8F06-42C3-95D3-F742FF246F73 Mural Proposal & Bid Timeline • Estimated project duration: 6-10 working days, possibly scheduled over a few weeks, weather permitting • Scheduling to be coordinated around City events to minimize disruption Bid & Payment • Total Cost: $4,000 + applicable tax • This is a fixed -price bid, inclusive of design, labor, and materials • No additional fees unless scope changes are requested by the City • 50% will be due up front - remaining 50% will be due upon completion of the project Artist Qualifications I am a professional artist and the founder of Blue Creations Art LLC, based in Port Orchard. My work focuses on creating visually uplifting, community - oriented artwork that integrates light, color, and place -based themes. I have experience working with both private and public clients and understand the importance of durability, professionalism, and clear communication on public projects. Closing Thank you for the opportunity to submit this proposal. I would be honored to contribute a lasting piece of public art to the City of Port Orchard and am happy to answer any questions or provide additional materials as needed. Respectfully submitted, Adam Smith Blue Creations Art LLC Port Orchard, WA Contact Info: Phone - (405) 338-8882 Email - bluecreationsart@gmail.com Portfolio: www.adamsmithgallery.com BLUE CREATIONS ART LLC