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HomeMy WebLinkAboutAgenda - 06-16-2009 - 4pORANGE COUNTY BOARD OF COMMISSIONERS ACTION AGENDA ITEM ABSTRACT Meeting Date: June 16, 2009 Action Agenda Item No. 4-- -~ SUBJECT: Agreement for Oran a County Library Public Art Project DEPARTMENT: Orange County Arts PUBLIC HEARING: (Y/N) No Commission ATTACHMENT(S): List of Committee Members RFQ for Public Art Project Draft Agreement for Orange County Library Public Art Project Pictures of Proposed Art INFORMATION CONTACT: Martha Shannon, 245-2335 PURPOSE: To authorize the County Manager to sign the Orange County Library Public Art agreement with the artist team of Michael Waller and Leah Foushee. BACKGROUND: Based on a 2008 request from the Friends of the Orange County Public. Library, the Orange County Arts Commission sponsored a public art project for the new library facility in Hillsborough. The Arts Commission solicited volunteers from the Orange County Arts Commission (OCAC), the Friends of the Orange County Public Library board, the Historic Hillsborough Commission, County library staff, and the County Manager's Office to serve on an artist selection committee. (Note: The Manager previously .shared information on this Committee effort with the Board in a January 9, 2009 Manager's Memorandum.) The Orange County Library Public Art Selection Committee met from October, 2008 through May 2009. A Request for Qualifications (RFQ) was issued to North Carolina artists with Orange County artists encouraged to apply. A total of fourteen submissions were received by the April 6, 2009 deadline. Four finalists were selected by the Committee. Public comments on the site specific designs of the four finalists were solicited. The first choice of the Orange County Library Public Art Selection Committee was the design submitted by the artist team of Michael Waller and Leah Foushee of Hillsborough. OCAC Staff met with Hillsborough Town Planner Stephanie the finalists. The attorney for the Town of Hillsborough Appropriateness from the Historic Hillsborough Commissio scaled drawing (showing the library) and a materials list will July 1, 2009 meeting. Trueblood to review proposals by determined that a Certificate of n was needed for this project. A be reviewed at the Commission's 2 Michael Waller and Leah Foushee have built a reputation as an artist team that works primarily with local communities to create engaging, historically significant, and interactive public art spaces. As residents of Hillsborough and working from a studio located in Durham, Mr. Waller and Ms. Foushee are deeply committed to the artistic enhancement and history of Hillsborough. Their largest public work to date - "Major" - is a larger than life-size bronze bull created as an iconic sculpture for the City of Durham. Mr. Waller and Ms. Foushee create abstract as well as representational works and are most familiar in working with the durable materials of bronze, aluminum, steel, concrete and stone. The proposed design entitled "You Are Here" (constructed in the low maintenance materials of bronze, concrete, and steel) exemplifies their interest in creating a landmark piece for Hillsborough that serves as a unique icon for the town, a gathering place with seating, and a source of reference and education of Hillsborough's rich history, landscape and natural environment. The artists carry on the North Carolina tradition of hand-making every aspect of the work. As residents of Hillsborough, the artists are ready to work with the community to create a piece of contemporary art for the town's new public library. The three main elements of this 8' x 30' x 7' piece weighing approx. 2,000 lbs. -the millstone, the bands of hills, and the inner circle of the stone -allude to the town's defining characteristics. The Millstone -constructed as a large steel and concrete replica of a millstone - references the following: the stone foundations of the town's historic homes, mills, and buildings; the many wheels and millstones that once operated along the Eno River; the furrows dressing the millstone reflect the furrows of the town's streets and farmland; the circle of the stone is a symbol of the strength of Hillsborough's community, past and present. The Bands of Hills -made of concrete represent the rolling hills of the land, the flow and movement of the Eno River, and the knitting of community. They also provide an area for sitting, playing, reading, and gathering. The Bronze Inner Circle of the Stone -depicts bas-relief realistic images of the areas natural environment including plants, animals, and trees, serving as an educational and interactive resource. Additional Bronze Elements -The artists want to create realistic bronze objects that "rest" on the bands of hills, such as a book, a map, or local flora or fauna. These elements tie the material of the inner band to the rest of the piece, and could be ideas offered by the community. If authorized by the Board. and the Historic Hillsborough Commission, the public artwork by Michael Waller and Leah Foushee will be located in a 13' x 40' space located on the northeast side of the main entrance to the library facing Margaret Lane. FINANCIAL IMPACT: The total project budget of $10,000 comes from $5,000 allocated by the Board in the FY 2009-10 CIP and $5,000 in matching funds from the Friends of the Orange County Public Library. RECOMMENDATION(S): The Manager recommends the Board authorize the Manager to sign the Orange County Library Public Art agreement with the artist team of Michael Waller and Leah Foushee contingent upon final review by staff, the County Attorney, and the Historic Hillsborough Commission. Orange County Library Public Art Selection Committee 3 Alice Levinson, Committee Chair (OCAC) 3604 Pasture Road Hillsborough, NC 27278 h) 932-5902 alleys@att.net Mark Bell (Historic District Commission) 168 W. King Street Hillsborough, NC 27278 h) 919/260-0731 mark@TwinChimneys.org Tammy Lambert (OCAC) 2425 Tall Pines Lane Hillsborough, NC 27278 c) 919/619-6884 lambert2@email.unc.edu Gail Cooley (Friends of the OC Library) 424 Stone Currie Drive Hillsborough, NC 27278 h) 969-8478 ghcooley@msn.com Elaine Crovitz (Friends of the OC Library) 419 Gentry Lane Hillsborough, NC 27278 h) 477-5666 ecrovitz@duke.edu Wendy Gellert (OCAC) 2202 Frank Perry Road Hillsborough, NC 27278 h) 732-5906 pumpkinlips@gmail.com Gwen Harvey (Assistant OC Manager) 200 South Cameron Street P.O. Box 8181 Hillsborough, NC 27278 w) 245-2307 gharvey@co.orange.nc.us Shannon Jackson (OCAC) 530 Hoover Road Mebane, NC 27302 919/225-3966 shaboom13@gmail.com Linda Schmitt (Friends of the OC Library) 2101 Schley Road Hurdle Mills, NC 27541 h) 732-9852 calaveras@embargmail.com Neil Stutzer (Friends of the OC Library) 2704 Sweet Gum Drive Hillsborough, NC 27278 h) 247-3433 neilandbarbara@nc.rr.com Staff Support: Martha Shannon (OCAC) 245-2335 mshannon@co.orange.nc.us Roberta Lloyd (OC Library) 245-2526 rlloyd@co.orange.nc.us CALL TO ARTISTS REQUEST FOR QUALIFICATIONS PUBLIC ART PROJECT Orange County Public Library Hillsborough, North Carolina Project Summary DESCRIPTION: The Orange County Arts Commission and Friends of the Orange County Public Library are pleased to announce a Request for Qualifications to create public artwork(s) for the Orange County Public Library to be located in Historic Hillsborough, North Carolina. The newly constructed library will be a 25,000 square foot, two-story brick building in a traditional style. The library building will be located in historic downtown Hillsborough and will serve not only as a gathering place, but more importantly as a place to educate, enlighten, and engage the more than 120,100 people who reside in Orange County (2006 census). SITE FOR ARTWORK: A 13 x 40 foot space located to the northeast side of the main entrance to the library facing Margaret Lane (see attached site plan). The artwork placed in this space will be visible from within the building through three large front-facing windows (see artist's rendering above). ELIGIBILITY: Open to all artists or artist teams currently living in North Carolina, working in any media. Artists residing in Orange County, NC are encouraged to apply. PRO]ECT BUDGET: $10,000 (public/private). POSTMARK DEADLINE FOR APPLICATIONS: April 6, 2009 SITE SPECIFIC CONSIDERATIONS The proposed artwork should enhance the library building's function as a location with purpose within the community. The intention of this public artwork is to draw people to the site and encourage the use of the library and its grounds as a place to gather, relax, reflect and socialize. As this building is a new construction in Hillsborough, it is anticipated that landscaping will be planned around the art following installation. This artwork will be a permanent outdoor fixture in Hillsborough. 5 The artwork should be cost effective and durable due to the exposure to outside elements. Design considerations could include functional pieces such as seating, bike racks, solar lighting if applicable, and multi-sensory features. Due to location of the building within the Historic District, this art piece must be compatible with the Hillsborough Historic District Commission Design Guidelines (listed below), PLEASE REFER TO WEBSITE BELOW FOR FURTHER DETAILS REGARDING THE GUIDELINES: http://www.ci.hillsborou9h.nc.us/documents/HistoricDistrictDesianGui delines.udf HILLSBOROUGH HISTORIC DISTRICT DESIGN GUIDELINES STATEMENT: The Hillsborough Historic District encompasses two and one-half centuries of architectural resources including representative examples of the many architectural styles that reflect that broad time frame. From Georgian and Federal style buildings dating to the late 1700s to suburban ranch houses from the 1950s and 1960s, the District presents a visual history of Hillsborough's development. Both the commercial/ institutional core of Hillsborough and the surrounding residential neighborhoods are included in this expansive historic district. Beyond the principle buildings, outbuildings, such as detached kitchens, carriage houses, garages, sheds, stables, smokehouses, and barns, also contribute to the special character of Hillsborough's historic district. There is a great amount of diversity to the structures and landscapes in Hillsborough. This diversity and variety defines the character of Hillsborough and preservation of this eclectic mix of building types and streetscapes is paramount. The "Character" of the Hillsborough Historic District is defined by the relationship of the following features: Land Use Streetsca pe Site Layout and Setbacks Building Orientation Massing Scale Form Exterior Materials Windows and Doors Roofs Porches, Entrances, and Balconies Outbuildings and Garages Storefronts Fences and Walls Walkways, Driveways, and Off Street Parking Architectural Features Lighting Signage Landscaping, Topography, and Site Features l0 Background -History of Location The Orange County Library is located in historic downtown Hillsborough, next to and near the Orange County government buildings, the courthouse, a popular co- op-cafe, Weaver Street Market, and downtown businesses along Churton Street. The Hillsborough library intends to be a welcoming institution for children, teens, families and adults of all ages and abilities. The Library will feature a contemporary research and computer lab, and a community meeting room for events such as book clubs and interest group discussions. There will be gallery space exhibiting local artists on a rotating basis. Budget The public art budget for this project is $10,000 in public and private money. This budget includes all costs associated with, but not limited to: artist design fees, travel, project materials, fabrication, installation costs (if not constructed on site), and documentation of the work(s). Eligibility The project is open to all artists currently living in North Carolina, working in any media. Artist teams are eligible to apply, including teams of artists from multiple disciplines. Artists residing in Orange County, North Carolina are encouraged to apply. Schedule April 6, 2009 Tentative - Week of April 13-17, 2009 Tentative - Week of May 18-22, 2009 Tentative - Through May 31, 2009 By June 30, 2009 How to Apply: Postmark Deadline for Application Materials Artist Selection Committee meets to review materials and select Finalists to be interviewed Finalists interviewed in Hillsborough, NC Finalists exhibit conceptual proposals Project awarded Artists and artist teams interested in the project should submit ONE copy of each of the following: 1. LETTER OF INTEREST, no more than two pages in length, which explains the artist's or artist team's interest in the project. If the Letter of Interest is on behalf of a team, please identify the lead artist and indicate if the individuals and/or organizations have previously collaborated and the nature of the association. If the artist or artist team has worked with neighborhood organizations, local government, or other similar and relevant agencies, please describe the relationship among the community, the artwork, and the artist or artist team as well as the design process. 2. RELEVANT EXPERIENCE OR A CURRENT RESUME. If submitting as a team, a separate resume should be submitted for each team member. 3. Up to 15 SLIDES OR DIGITAL IMAGES of the artists work or the work of the artist team. Slides must be in a clear plastic sheet. Each slide must be numbered, the top of the image indicated, and the artist's name included on the slide. Digital images must be sent on a CD and be a minimum 600x800 jpg, gif or tif; each image's file name should include the artist's name and a reference number. If the proposed team has not previously. collaborated, the lead artist may submit a maximum of 10 images and each team member may include a maximum of 5 images each. PowerPoint presentations are not admissible. OR A 3-MINUTE VIDEOTAPE of the artist's work or the work of the artist team may be submitted in place of slides or digital images, if relevant experience is more accurately depicted in this manner. Videotapes must be VHS format, and only the first 3 minutes will be considered. 4. ANNOTATED IMAGE LIST or VIDEO DESCRIPTION with the artist's name and a brief description of each image including its title, date, medium, size, location, and a cost. 5. REFERENCES of at least three professionals (commissioning agency or organization, design or arts professional, architect, landscape architect, engineer, etc.) who have an intimate knowledge of the artist's work and working methods. Include complete address, telephone numbers, and email for each individual. If an organization is serving as a professional reference, please identify a contact name. 6. SELF-ADDRESSED STAMPED ENVELOPE appropriately sized and sufficiently stamped for the return of application materials. 7. OPTIONAL. The artist or lead artist of a team may submit a maximum of three selections of supporting materials (reviews, news articles, essays, monographs, or other relevant information.) Each member of an artist team may include one supporting document. The postmark deadline for submitting materials is April 6, 2009. Artists interested in being considered should submit the above information to: Orange County Arts Commission Re: Orange County Library Public Art Project P.O. Box 1177 Hillsborough, NC 27278 Selection Process An Artist Selection Committee will review all artists' submissions and select finalists to be interviewed. This selection committee may include at least two art professionals, four representatives from the Friends of the Orange County Public Library, four representatives from the Orange County Arts Commission, representation from the Hillsborough Historic District Commission, and staff representation from Orange County (Manager's Office, Public Library and Arts Commission). The finalists will be asked to develop a conceptual approach for artwork at this site. The finalists may be invited to Hillsborough to make a presentation to the selection committee of their proposed work for the site, including a visual representation, materials, size, weight, installation requirements, details of maintenance guidelines, and budget. The finalists' proposals will be exhibited in Orange County for a minimum of one week. The finalists will be compensated for their participation in this stage of the selection process. The Artist Selection Committee will meet in May 2009 to recommend an artist or artist team for the project. Final approval rests with the Board of County Commissioners. Additional Information If you have questions or need any additional information, please visit www.artsoran4e.org, email: arts@co.orange.nc.us or call 919/245-2335. 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[YQ O~ ~~5 ' :.12 Y. ~~ ~a H~m~v x w J a O U Z Ogm U~~ ~~~ G ~3~ 0~= 06-286 SD-3 to Library -Full Elevation A~ Library -Partial Elevation (art project located on this side of building) J s 1! ~ ~~ ~m~~ mm OZ ~x~ ,amW ~~ti A m~ p 1 \ _ - - __ \ ~ \ \ ` ..4\ ~\ \ '\ ~' ~\.. \. \ \, \ \ \\'\ \~'t \ .. \\, i \, ~'\. ~ \. \. \'\, \ \ __ MN/ Sb3HYd ?pRIE 8 m $ ~ ~4•%~- ~ p x~ ~ x o. ti n ~ r ~~ ~~~ ~ ~~ ~ ~ X s~zx ~~ ~ ~ 8'"~ ~ Z~ CAMPUS SIGNAGE .-,CPL F: 1 - i' Ci~ 4„I I 6~„ ~I4.. L LLL LLL IIL.~ is NORTH CAROLINA ORANGE COUNTY AGREEMENT FOR COMMISSION OF PUBLIC ART WORK THIS AGREEMENT, made and entered by and between ORANGE COUNTY (the "County") and MICHAEL WALLER and LEAH FOUSHEE dba WALLERFOUSHEE STUDIOS, LLC (the "Artist Team") residing at 4508 Saint Mary's Road, Hillsborough, NC 27278, (collectively the "Parties"). WITNESSETH WHEREAS, on November 26, 2008, a Public Art Selection Committee (the "Committee") was convened by the Orange County Arts Commission (the "Commission"), and WHEREAS, the Committee proposed to select Michael Waller and Leah Foushee to design, fabricate, deliver, and install an outdoor sculpture at the new Orange County Public Library, Margaret Lane, Hillsborough, NC (the "Site"), and WHEREAS, the Orange County Arts Commission approved of the recommendation by this artist selection committee, and WHEREAS, on June 16, 2009, after a review of public comments, the Board of County Commissioners approved of Michael Waller and Leah Foushee's design proposal (the "General Design Concept"), NOW, THEREFORE, based upon the mutual promises contained herein and other valid and sufficient consideration, the parties agree as follows: ARTICLE 1. DESIGN DEVELOPMENT a. Artist Team will have a maximum of (30) days after execution of this Agreement to refine and add details to the General Design Concept in collaboration with the Parties and input from the citizens of the Site community, and complete a fully developed design proposal, which shall consist of a project budget, scaled drawings, a written statement describing the concept for the public art, material samples, samples of coatings and finishes, a tentative fabrication and delivery schedule, steps for installing the work at the Site, and maintenance recommendations (the "Fully Developed Design Proposal"). The fabrication and delivery schedule shall provide for progress reports at 50%, and 100% completion of fabrication, include photographs and other images of the public- art, and require delivery to, and installation of the public art at, the Site before the end of April, 2010. b. The Committee and/or the Hillsborough Historic District shall review the Fully Developed Design Proposal by the Artist Team. The Committee and/or the Hillsborough Historic District may either accept the Fully Developed Design Proposal, or request that the Artist Team develop a second proposal within a reasonable timeframe, not exceeding thirty (30) days. c. In the event that a second Fully Developed Design Proposal is not accepted by the Committee and/or the Hillsborough Historic District, the Artist Team and the County will have the option to terminate this Agreement or develop a third design proposal i~ within a reasonable timeframe, not exceeding thirty (30) days. If the Artist Team or the County chooses to terminate the agreement, the Artist Team will retain the first payment, and the remainder of the Commission funds will remain with the County, who will have the option to commission another artist for the project. d. If a Fully Developed Design Proposal is approved as set forth above, the County will notify the Artist Team in writing of the acceptance of the Fully Developed Design Proposal (hereafter the "Approved Proposal"). Any change or deviation in scope, design, color, size, material, texture or location or other change in the Approved Proposal must be approved in advance and in writing by the Committee and/or the Hillsborough Historic District and the Artist Team. e. Copies of design proposals and any Approved Proposal shall be maintained in the public records of the County. ARTICLE 2. FABRICATION AND DELIVERY a. The Artist Team shall fabricate and deliver the public art in accordance with the Approved Proposal (the "Art Work"). b. The County shall have the right to review the Art Work at reasonable times during fabrication. If possible, a visit to the Artist Team's studio or the fabricator's studio by one of more members of the Committee will be arranged. c. The Artist Team shall notify the County when the Art Work is fabricated and ready for delivery to, and installation at, the new Orange County Public Library. The Artist Team will arrange and be responsible for the installation of the Art Work. If the public art does not conform to the Approved Proposal, the County shall be entitled to reject the public art, cease payment and pursue all remedies available to a purchaser of goods under applicable law. d. The Artist Team shall be responsible for providing a detailed description of the installation steps for the Art Work, including recommended equipment and site preparation. The County may, at its discretion, approve the installation of the Art Work. ARTICLE 3. POST INSTALLATION PUBLICITY Within 30 days of Final Acceptance, the Artist Team shall provide to the County the following: a set of three views of the Art Work in digital form. If such products are not of sufficient quality to serve as a guide to future conservation or for publicity and other promotional activities, the County may require that they be replaced. The Artist Team shall be available at such times as may be agreed between County and the Artist Team to present proposals, for installation of the Art Work and for any inauguration or presentation ceremonies relating to the transfer of the Art Work to the County or another public meeting or outreach. ARTICLE 4. FINAL ACCEPTANCE Within thirty (30) days after installation of the Art Work at the Site, and receipt of the final report, the County shall either accept the Art Work by written notice to that effect or notify the Artist Team of nonconformities or other failure to provide all services required. The Artist Team shall then be given a reasonable period of time not exceeding fifteen (15) days to cure such i~- nonconformities and provide required services, or to come to agreement with the County on the steps to cure such non-conformities according to a mutually acceptable schedule. If the County does not notify the Artist Team of nonconformities or other failure to provide all services required within thirty (30) days after the delivery and installation of the Art Work, it shall be deemed to have accepted the Art Work. ARTICLE 5. RISK OF LOSS The risk of loss or damage to the Art Work shall be borne by the Artist Team until delivery, and the Artist Team shall take such measures as are necessary to protect the Art Work from loss or damage until delivery. ARTICLE 6. TITLE Title to the Art Work shall pass to the County upon final acceptance. Such title shall allow the County to maintain, relocate on the Site or elsewhere, store, sell or otherwise dispose of the Art Work. ARTICLE 7. COMPENSATION AND PAYMENT SCHEDULE The County shall pay the Artist Team a total of $5,000, which shall constitute full compensation for all services and materials to be performed and furnished by the Artist under this Agreement. The Artist Team may invoice the County based on the schedule below: a. $2,500 upon delivery and installation of the Art Work to the Site. b. $2,500 upon completion of the scope of services of this Agreement, delivery of final report, and Final Acceptance. Provided, however, that in-the event the Artist Team does not complete the Art Work and/or deliver and install it in accordance with the terms of the Approved Proposal or this Agreement, as may be amended in writing by the Parties, the County shall be entitled to reimbursement for all installment payments made after payment "a" above. If the County, however, chooses to terminate the agreement through no fault of the Artist, the Artist will retain all payments made up to the point of termination. Any sales, use or excise taxes or similar charges relating to services and materials shall be paid by the Artist Team. The Artist Team shall be responsible for the payment of all mailing or shipping charges on submissions to the County, the costs of storage, transporting, delivery and installation of the Art Work at the site, and costs of all travel by the Artist Team and the Artist Team's agents and employees necessary for the proper performance of the services required under this Agreement. The County shall make no payments to the Artist Team until such time as the County has received accurate invoices submitted in accordance with the schedule described above that describe the work accomplished. The County shall pay within 30 days of receipt of all accurate invoices. ARTICLE 8. WARRANTIES a. The Artist Team represents and warrants that (a) the Art Work is solely the result of the artistic effort of the Artist Team; (b) the Art Work is unique and original and does not infringe upon any copyright such that the Artist obtains rights under the -5 Copyright Act of 1976, 17 U.S.C. § 101 et seq.; (c) the Artist Team has not transferred or licensed any interest in the copyright; (d) that the Art Work, or a duplicate thereof, has not been accepted for sale elsewhere; (e) the Art Work is free and clear of any liens from any source whatever; (f) the fabrication and installation of the Art Work will be performed in a Art Workmanlike manner; (g) for a period of two years after the final acceptance of the Art Work, the Art Work, as fabricated and installed, will be free of defects in material and Art Workmanship, including any defects consisting of "inherent vice" or qualities which cause or accelerate deterioration of the Art Work, and (h) for a period of two years after the final acceptance of the Art Work, reasonable maintenance of the Art Work will not require procedures substantially in excess of those described in the maintenance recommendations to be submitted by the Artist Team. b. The Artist acknowledges that the County is an intended beneficiary of the warranties made herein,- and such warranties shall accrue to the benefit of the County. ARTICLE 9. INSURANCE a. The Artist Team shall purchase and maintain until installation of the Art Work and Final Acceptance, personal injury, property and general liability insurance from an insurance company acceptable to the County and authorized to do business in the State of North Carolina in sufficient and reasonable amounts to cover applicable risks. The County shall be named as an additional insured on all such policies. The Artist Team shall furnish the County with a Certificate of Insurance which shall contain a provision that County shall be given 30 days written notice prior to any amendment or termination of the policy by either the insured or the insuring company. b. In the event of loss or damage prior to installation, it will be the responsibility of the Artist to cover costs associated with the replacement of the Art Work. ARTICLE 10. INDEMNITY The Artist Team shall indemnify and hold harmless the County, each officer, agent and employee of County, against all claims against any of them for personal injury or wrongful death or property damage arising out of the negligent performance of professional services by the Artist Team or caused by any negligent act, error or omission of the Artist Team, or anyone employed by the Artist Team in the performance of this Agreement. To the extent allowed by law, the County shall indemnify and hold harmless the Artist Team for all claims against the Artist Team for personal injury or wrongful death or property damage arising out of the negligence of any officer or employee of the County. The foregoing is not intended as a waiver of governmental immunity by the County. ARTICLE 11. COPYRIGHT PROVISIONS a. Following installation and Final Acceptance of the Art Work, the County shall have and own all right, title and interest in and to the physical media embodying or encompassing the Art Work. b. The Artist Team shall not transfer any copyright interest or privilege in and to the Art Work without the prior written consent of the County; l~ c. The Artist Team shall not display any reproduction of the Art Work for commercial purposes without the prior written consent of the County. d. The Artist Team shall provide credit to the County in all reproductions and displays (to the extent authorized herein) reading substantially, "an original Art Work commissioned by Orange County, North Carolina." ARTICLE 12. REPAIR AND MAINTENANCE It is the County's intent, if feasible, to consult with the Artist Team in the event that the Art Work requires repair or renovation. However, the County retains, at its sole discretion, the right to determine when and if repairs and restorations to the Art Work will be made, or whether to de- accession the Art Work. ARTICLE 13. NO AGENCY The Artist Team shall perform all work as an independent contractor and not as an agent or an employee of the County. The Artist Team shall not be supervised by any employee or official of County nor shall the Artist Team exercise supervision over any employee or official of the County. ARTICLE 14. WAIVER No waiver of performance by either party shall be construed as or operate as a waiver of any subsequent default of any terms, covenants and conditions of this Agreement. The payment or acceptance offers for any period after a default shall not be deemed a waiver of any right or acceptance of defective performance. ARTICLE 15. GOVERNING LAW This Agreement, regardless of where executed or performed, shall in all respects be governed by and construed in accordance with the laws of the State of North Carolina, excluding any choice of law rule which would select the application of the law of another jurisdiction. ARTICLE 16. ASSIGNMENT This Agreement may not be assigned without the prior written approval of all of the Parties. Any purported assignment of this Agreement without such approval shall be absolutely void. ARTICLE 17. NON-DISCRIMINATION In connection with the performance of this Agreement, the Artist Team shall not discriminate against any employee, applicant for employment or program participant because of race, religion, color, gender, sexual preference or national origin. In addition the Artist shall not discriminate against any employee, applicant for employment or program participant on the basis of handicapped status. ARTICLE 18. AMENDMENTS This Agreement may only be amended by written amendments signed by all of the Parties. i7 ARTICLE 19. TERMINATION The County may terminate this agreement upon thirty (30) days written notice to Artist Team. In addition to the termination provisions set forth above, if either party to this Agreement shall fail to fulfill in a timely and proper manner, or otherwise violate, any of the covenants, agreements or stipulations material to this Agreement, the other party shall thereupon have the right to terminate this Agreement by giving written notice to the defaulting party of its intent to terminate specifying the grounds for termination. The defaulting party shall have fifteen (15) days after receipt of the notice to cure default. If it is not cured or if the Parties have not agreed to steps to cure the default according to a mutually acceptable schedule, then this Agreement shall terminate. In the event of default by the Artist, all finished and unfinished drawings, sketches, photographs and other Art Work products prepared or submitted or prepared for submission by the Artist Team under this Agreement shall at the County's option become its property, provided that no right to fabricate or execute the Art Work shall pass to the County. The Artist Team shall not be relieved of liability to the County for damages sustained by the County by virtue of any breach of this Agreement by the Artist Team, and the County may reasonably withhold payments to the Artist Team until such time as the exact amount of such damages due the County from the Artist Team is determined. ARTICLE 20. OTHER REMEDIES The specification of remedies in this agreement shall not be deemed to be exclusive. The County retains the right to pursue any remedies available for defective or delayed performance, including specifically the right to set off any damages for defective or delayed performance against any sum due the Artist Team under this Agreement. ARTICLE 21. NOTICES All notices, requests, demands and other communications which are required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been duly given upon the delivery or receipt thereof, as the case may be, if delivered personally or sent by registered or certified mail, return receipt requested, postage prepaid, at the following addresses or such other address as specified in writing from time to time by the party receiving notice: a. if to County, to: Laura Blackmon County Manager Orange County A.O. Box 8181 Hillsborough, NC 27278 (919) 245-2330 b. if to the ARTIST TEAM, to: MICHAEL WALLER and LEAH FOUSHEE WALLERFOUSHEE STUDIOS, LLC 4508 SAINT MARY'S ROAD HILLSBOROUGH, NC 27278 (919)452-8642 c. if to the COMMISSION, to: Ig Martha Shannon Orange County Arts Commission P.O. BOX 1177 Hillsborough, NC 27278 (919) 245-2335 ARTICLE 22. TIME IS OF THE ESSENCE Time is of the essence with respect to the obligations of the parties hereunder. iq IN WITNESS WHEREOF, the parties hereunto cause this agreement to be executed in their respective names. This the day of , 2009. MICHAEL WALLER and LEAH FOUSHEE WALLERFOUSHEE STUDIOS, LLC SIGNATURE TITLE WITNESS ORANGE COUNTY COUNTY MANAGER ATTEST BY COUNTY CLERK: COUNTY CLERK COUNTY SEAL This instrument has been pre-audited in a manner required by the Local Government Budget and Fiscal Control Act FINANCE DIRECTOR Approved as to Technical Content Department Director Approved as to Form and Legal Sufficiency County Attorney ~t~ .. ..~4 ~~ ~~