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4/2/2025 Public Arts Commission April 02, 2025 6:00 PM Fridley Civic Campus, 7071 University Ave N.E. Agenda Call to Order Roll Call Approval of Meeting Minutes 1.Approve March 5, 2025, Public Arts Commission Minutes New Business 2.Request For Qualifications (RFQ) For Commons Park Sculpture Old Business Other Items Adjournment Accessibility Notice: If you need free interpretation or translation assistance, please contact City staff. Si necesita ayuda de interpretación o traducción gratis, comuníquese con el personal de la ciudad. Yog tias koj xav tau kev pab txhais lus los sis txhais ntaub ntawv dawb, ces thov tiv tauj rau Lub Nroog cov neeg ua hauj lwm. Haddii aad u baahan tahay tarjumaad bilaash ah ama kaalmo tarjumaad, fadlan la xiriir shaqaalaha Magaalada. Upon request, accommodation will be provided to allow individuals with disabilities to participate in any City of Fridley services, programs or activities. Hearing impaired persons who need an interpreter or other persons who require auxiliary aids should contact CityClerk@FridleyMN.govor (763) 572-3450. 1 Jufn!2/ AGENDA REPORT Meeting Date:April 2, 2025 Meeting Type:Public ArtsCommission Submitted By:Julianne Beberg, Office Coordinator Title Approve March 5, 2025, Public Arts Commission Minutes Background Approve March 5, 2025, Public Arts Commission Minutes Financial Impact Recommendation ApproveMarch 5, 2025, Public Arts Commission Minutes Attachments and Other Resources March 5, 2025, Public Arts Commission Minutes Vision Statement We believe Fridley will be a safe, vibrant, friendly and stable home for families and businesses. 2 Jufn!2/ Public Arts Commission March 5, 2025 6:00 PM Fridley Civic Campus, 7071 University Ave N.E. Minutes Call to Order 6:00 PM Present Josh Collins Ryan Fugleberg Kara Ruwart Frank Sedzielarz Maija Sedzielarz Gary Swanson Gary Osterbauer Guest: Scott Lund, President, Fridley Creative Arts Foundation Staff Liaison: Scott Hickok Absent Ann Bolkcom, Council Liaison Approve of Meeting Minutesof February5, 2025 1.Approve February 5, 2025, Meeting Minutes. Minutes were approved with the following modifications identified by FrankSedzielarz. Name Maija was misspelled in one location. Maija Sedzielarz indicated that the reference t Silverwood should say, Silverwood was not able to commit,and they suggested the City of Fridley may be interested. The artist sent his information to Commissioner M. Sedzielarz,and she forward it to the staff liaison Scott Hickok. On the Rice Creek Watershed a correction to read rather than instead of the, wasnoted. Withthose modifications Kara Ruwartmade a motion to approve, seconded byGary Swanson, to approve the minutes with amendments suggested. The motion passed 5-0. New Business 2.Review Request for Qualifications (RFQ) for Commons Park Sculpture Artist Chair Joshua Collins stated he reviewed the RFQ draft and asked when the responses due back to the Commission? A general discussion ensued regarding the timeline and what Commission expectations should be. Gary Swanson looked at the schedule in the draft RFQ and suggested that the following schedule might be best: 3 Jufn!2/ Public Arts Commission Minutes Page 2 Meeting 3/28/2025 Publish the RFQ April 2, 2025 Hold Information Meeting April 7, 2025 RFQ Responses Due back by May 2, 2025 Regular Meeting of the Commission Reviews Finalists May 7, 2025 May 14, 2025, Potential Special Meeting of Commission to further discuss artists Finalist Notification May 21, 2025 Finalist Full Proposal to Commission June 18, 2025 Recommendation to Council July 8, 2025 A general discussion ensued, including the question, do we give the artist a stipend. Scott Hickok responded that we would build payment language into the contract and discuss first payment, etc. Artist often needs the upfront money for the materials with additional payments to follow. Josh Collins re-emphasized the Commission needs select only one artist to be the finalist. That is when they will go all-in for their design when they know they are no longer Scott Lund agreed with the single artist final design concept as it will be easier to fundraise once it is clear what their money is going toward. Josh Collins indicated that he liked the idea of the site history and description of the project in the information meeting. Ryan Fugleberg agreed with providing a detail description of where their art will be placed, and the other investments being made in the redevelopment of the park. Chair Collins suggested that a budget be given also, artists will want to know what it is they would be working towards. Maija stated that a $20,000 minimum is what she gathered from research. Scott Lund indicated that a range of $20,000 to $50,000 would be comfortable, if we needed to state that. Chair Collins continued then that in the contract it will need to be clear that the budget includes, time materials, installations, etc., unless there is an agreement on City assisting with installation, etc. A general discussion ensued regarding what should be in the instructions to the artist as they apply to be our artist that will be selected. The artist should: Complete the Application Include a cover letter Identify what unique talents will be demonstrated in the work (especially important if this is their first piece of public art). Brief project description Maximum of 3 publish articles about your work Provide all materials listed above in a sealed packet Commissioner________________asked, Are we comfortable with procurement rules? 4 Jufn!2/ Public Arts Commission Minutes Page 3 Meeting 3/28/2025 A discussion commenced regarding ownership, maintenance of the art and intellectual property rights. Commissioner M. Sedzielarz indicated support for the $50,000 cap on this budget. She continued by providing a set of examples of art the recently was awarded in West St. Paul $30,000 and in another City ______________________, a $50,000 mural was awarded. In any case we want a budget and an understanding that the art needs to be built to last, we want it to last. Organizations that publish of Fridley on their website. Commissioners Sedzielarz agreed to call Rum River and research that and additional places where a call for artists can be published. 3. Facility and Assets Naming Policy Scott Hickok pointed the Commission to their packet where he included a policy document the City had recently adopted to consider naming rights of facilities, dedications to lost friends or loved ones, etc. Hickok continued by stating that the friends of Nathan Sheferaw still seek the opportunity to place a memorial in Commons Park and they had hoped to do it as part of the Scott Hickok indicated that there now are policies in place that would help guide a donation such as this proposed contribution. Hickok continued that he had discussed with Mike Maher, Fridley Park and Recreation Director. They discussed the standard for monument placement and recognition. The mounted placard should be consistent with that where other art will be placed and in this case since it is a group donating the mural (they have proposed for center court), they should pay the $500 for the recognition placard. If then standards were set for the art provided, such as: 10-year minimum life expectancy, occasional refresh paint by artist, when necessary, approval of art and materials by the Public Arts Commission, Parks Commission and City Council. The donation could then happen. Thoughts? Ryan Fugleberg indicated in his research the City of Eagan had a good policy whereby there would be a public input opportunity when a proposal such as this comes forward for a public place. Fugleberg continued that it was also important that there was history element tying the art to that City that needs to be part of the dedication and its story. Chair Collins added that all elements of the review should then be in the discussion for Council approval. Council may have extra guidelines. Old Business 4. Public Art Mapping Precedents 5 Jufn!2/ Public Arts Commission Minutes Page 4 Meeting 3/28/2025 packet that Ryan Fugleberg had provided earlier (October 2024). Hickok apologized the Ryan ngs as they get back into selecting the overall locations for public art, throughout the City. Adjournment: Meeting Adjourned 7:51 PM Respectfully submitted, Scott Hickok Recording Secretary 6 Jufn!3/ AGENDA REPORT Meeting Date:April 2, 2025 Meeting Type:Public ArtsCommission Submitted By:Scott Hickok, Community Development Director Title Request For Qualifications (RFQ) For Commons Park Sculpture Background As discussed in our March Public Arts Commission Meeting, we have prepared our request for proposal you to Char Collins for your work in editing the RFQ Document. Thank you to Commissioners Sedzielarz, Maija and Frank for your research as to locations to publish, excellent research, much appreciated. The following is a list of locations wherethe RFQ was published: 1.MnArtist@Walkerart.org 2.www.codaworx.com 3.Mary.LaRoche@state.mn.us 4.emma@forecastpublicart.org 5.denise.martin@webscribble.com 6.www.fridleymn.gov ŷƷƷƦƭʹΉΉǞǞǞ͵ğƒĻƩźĭğƓƷƚǞƓƭ͵ĭƚƒΉƒźƓƓĻğƦƚƌźƭΏƒƓΉ 7. 8.ŷƷƷƦƭʹΉΉǞǞǞ͵ƒźƓƓĻƭƚƷğƒƚƓƷŷƌǤ͵ĭƚƒΉğĬƚǒƷΏǒƭΉĭğƌĻƓķğƩΏƦƚƌźĭźĻƭΏğƓķΏƦƩƚĭĻķǒƩĻƭΉ ŷƷƷƦƭʹΉΉǞǞǞ͵ƒƦƌƭğƩƷ͵ĭƚƒΉƭǒĬƒźƷ 9. 10.ŷƷƷƦƭʹΉΉǞǞǞ͵ƒǤƓƚƩƷŷĻğƭƷĻƩ͵ĭƚƒΉƭǒĬƒźƭƭźƚƓƭΉ 11.ŷƷƷƦƭʹΉΉƦğƷĭŷ͵ĭƚƒΉƒźƓƓĻƭƚƷğΉƒźƓƓĻğƦƚƌźƭΉĭğƌĻƓķğƩ £±¡͔¡±¨£¦¤²¢±¤ ³¤ȁ¢®¬ 12. ŷƷƷƦƭʹΉΉƦƚƌƌĻƓƒźķǞĻƭƷ͵ƚƩŭΉƦƚƭƷΉ 13. ŷƷƷƦƭʹΉΉŷǒĬ͵ĭźƷǤƭƦğƩƉ͵ĭƚƒΉ9ǝĻƓƷΉ{ǒĬƒźƭƭźƚƓΉ{ƷğƩƩźĬǒƓĻ 14. ŷƷƷƦʹΉΉǞǞǞ͵ƷĭķğźƌǤƦƌğƓĻƷ͵ƓĻƷΉĻǝĻƓƷΏƭǒĬƒźƭƭźƚƓΉ 15. ŷƷƷƦƭʹΉΉǞǞǞ͵ǞƚƒĻƓƭƦƩĻƭƭ͵ĭƚƒΉĻǝĻƓƷƭΉĭƚƒƒǒƓźƷǤΉğķķΉ 16. ŷƷƷƦƭʹΉΉǞǞǞ͵ǤĻƌƦ͵ĭƚƒΉĻǝĻƓƷƭΉĭƩĻğƷĻ 17. Vision Statement We believe Fridley will be a safe, vibrant, friendly and stable home for families and businesses. 7 Jufn!3/ https://www.callforentry.org/ ŷƷƷƦƭʹΉΉƓĻƒğğ͵ƚƩŭΉƒǤΏğĭĭƚǒƓƷΉƭǒĬƒźƷΏğƓΏĻǝĻƓƷΉ By meeting time, the publication will be out. This meeting will serve as an opportunity for updates and review. Financial Impact Fridley Arts Foundation has made a committed to paying for this art through contributions Recommendation Review RFQ and attached agreement to provide Public Arts Commission update on what was submitted. Attachments and Other Resources RFQ Artist Contract/Agreement Vision Statement We believe Fridley will be a safe, vibrant, friendly and stable home for families and businesses. 8 Jufn!3/ 9 Jufn!3/ 10 Jufn!3/ 11 Jufn!3/ 12 Jufn!3/ Integration of winter activities within a central location with an improved sledding hill and community skating rink. Community pavilion building with meeting room, outdoor fire pit, gathering spaces and restrooms Inclusive playground with a focus on unique and challenging equipment meeting a broad range of ages and abilities Loop trails for improved connectivity within the park Reorganization and improved athletic fields for greater function and flexibility Addition of a splash pad with adjoining seating plaza with shade Expansion of picnic spaces and picnic shelters Addition of dedicated pickleball court complex (includes removal of two existing tennis courts) Improved and expanded parking Keep and improve volleyball and basketball courts The estimate of probable costs ranges from $8.5 to $12 million for base preferred improvements and an additional $1.8 to $2.6 million for deferred or alternate improvements. 13 Jufn!3/ 14 Jufn!3/ 15 Jufn!3/ 16 Jufn!3/ PUBLIC ART AGREEMENT CITY of FRIDLEY, and Commons Park Artwork Installation This agreement is entered into by the City of Fridley, a home-rule charter city of the State of Minnesota ITY______________RTISTThe purpose of the Artwork for long-term outdoor display at Commons Park, a public park owned and maintained by CITY. In consideration of the terms and conditions set forth herein and the mutual exchange of consideration, the sufficiency of which hereby is acknowledged, City, District and Artist agree as follows: 1. Scope of Work ARTIST will determine the artistic expression, design, dimensions and materials of the Artwork, subject to review and acceptance by CITY, as set forth in this Agreement. ARTIST will prepare a conceptual design with concept-level budget. On selection by CITY, ARTIST will prepare a design and budget for CITY concurrence. ARTIST will create the artwork and will coordinate with CITY on installation. The more specific terms for selection and creation of the artwork are as follows: a. Site and Concept Review. ARTIST and CITY will meet at the installation site to review options for location and orientation of Artwork. CITY will communicate their interests in the form of the Artwork and the purposes that they wish to achieve in its creation and display. CITY will supply ARTIST with the specific location of the artwork, and information that bears on ensuring Artwork is compatible with site with respect to public access and safety, security of Artwork, installation and maintenance, and other relevant considerations. The Artwork must be durable for its outdoor location and its presence in an unsecured public space exposed to elements such as weather, temperature variation, and considerable movement of people and equipment. ARTIST will ensure that maintenance requirements are reasonable in time and expense. b. Conceptual Design. Within 20 days from the date of this agreement, ARTIST will submit to CITY conceptual design with concept-level budget not to exceed $50,000. The design will include: (i) A sketch (in plan and elevation); proposed materials and samples, colors, finishes, textures and patinas; the orientation of the Artwork relative to the site and a written expressed. (ii) A budget for the cost of design, materials, fabrication, insurance, transportation and installation of the Artwork profit. The budget will represent the entire amount to be paid to ARTIST by CITY. CITY, as needed, with ARTIST to approve the conceptual design. If CITY is unable to select a conceptual design, they may by written notice terminate the agreement without compensation to ARTIST. 1 17 Jufn!3/ c. Design. Within 45 days of conceptual design selection, ARTIST will prepare the design and budget. The design will include presentation-quality materials, such as colored drawings or computer-generated color images (in plan and elevation) and/or three-dimensional models that accurately reflect the Artwork and how it will be installed at the site; mock-ups; final color and materials samples; and proposed fabrication methods. The design will fix and describe the size and character of the Artwork and its relationship to the site, including architectural, structural, mechanical and electrical systems, materials and other components as may be appropriate, and will distinguish between the Artwork and associated elements that ARTIST will produce, and any structural or other element of the installation site that CITY is responsible to prepare. The design must be of detail sufficient for CITY to conform that site and Artwork maintenance requirements are met. The design-level budget will conform to the requirements of paragraph 1.b(ii), above, but at a design level of precision. The design and budget will be approved by concurrence of CITY will consult, as needed, with ARTIST to determine concurrence. CITY has discretion to approve, approve with revision, or reject the design, but will coordinate so that a single response is provided to ARTIST. The response will specify any requested revision to the design, with the reason for the request. If the response is to request a revision or to reject the design, the parties will consult promptly to determine whether there is a design in which the parties concur. CITY will communicate in writing to ARTIST the decision reached by the parties as to the design. ARTIST will supply to CITY the documents constituting the approved design. ARTIST will design the Artwork so that it may be removed and relocated without damage, destruction or other change of the Artwork. If CITY is not able to approve a design, they may be written notice terminate the agreement. In this case, CITY will compensate ARTIST in the amount of agreed upon value as defined in approved budget. d. Creation and Installation. Within 240 ARTIST will construct the Artwork in accordance with the approved design and the Artwork will be ready for installation. CITY will prepare the site in accordance with the specifications detailed in the design. ARTIST will provide for the transportation of the Artwork to the site. ARTIST and CITY will coordinate on the timing of installation, the equipment required for installation, traffic or other site controls during installation, and the installation itself. Before installation, ARTIST will inspect the site to ensure that it is ready to receive the Artwork and compliant with any specifications in the design. If it is not, ARTIST will notify CITY and CITY promptly will take necessary steps to address the concern. If ARTIST does not install the Artwork, ARTIST will supervise and approve the installation. All work, whether performed by ARTIST or CITY, will be performed by qualified professionals and licensed contractors as required by law. A party may film, photograph or otherwise document installation and may use such documentation as the party chooses. CITY will provide and install a durable plaque on or near the Artwork containing a credit to ARTIST name, date\]. If the plaque is to be placed on the Artwork or on a structural element on which the Artwork rests, it will be done in consultation with ARTIST. 2 18 Jufn!3/ e. Acceptance. CITY will determine that the Artwork conforms to and has been installed in accordance with the approved design. On the concurrence of CITY, CITY will then transmit to ARTIST, in writing, an acceptance of the Artwork. f. Maintenance Manual. ARTIST will provide a maintenance manual with a description of all materials, processes and products utilized in the Artwork and the required care and upkeep involved, as well as recommended procedures for any necessary conservation. g. Outreach. After the Artwork is installed, Artist will be available with reasonable advance notice for two event related to presenting the Artwork for community outreach purposes. The parties will consult to coordinate such events. 2. Payment On receipt of approved design documents under paragraph 1.c, above, CITY will transmit to ARTIST payment equal to the materials budget stated therein and 20 percent of the remaining budget amount. Within 30 days of CITY acceptance of the Artwork and receipt of the maintenance manual, CITY will transmit to ARTIST the remaining payment as stated in the approved design. 3. Warranties a. Warranties of Title. ARTIST represents and warrants: (i) the artistic effort of the Artwork is solely that of ARTIST; (ii) the Artwork is unique and original and does not infringe on any copyright or the right of another; (iii) the Artwork (or duplicate thereof) has not been accepted for sale elsewhere; (iv) the Artist has not sold, assigned, transferred, licensed, granted, encumbered or used the Artwork or any element thereof or any copyright related thereto to impair any right granted by this Agreement; (v) the Artwork is free and clear of any lien; (vi) the Artist has the full power to enter and perform each term of this agreement. b. Warranties of Quality. ARTIST represents and warrants: (i) ARTIST will perform standards and free from defective or inferior materials and workmanship (including any that cause or accelerate deterioration of the Artwork); (ii) the materials that the Artwork contains are not currently known to be harmful to public health and safety in the way they are incorporated into the Artwork; 3 19 Jufn!3/ (iii) maintenance of the Artwork will not require procedures substantially more than those described in the maintenance manual that the ARTIST has prepared; (iv) the Artwork will maintain its physical integrity and remain materially in its installed condition for three years from the date of CITY acceptance under paragraph X, above, if CITY maintains the Artwork in accordance with the maintenance manual. In the event of a failure of item 3.b(iv), CITY will give prompt notice to ARTIST and ARTIST will cure the breach promptly, satisfactorily and consistent with professional conservation standards, at no expense to CITY. If after three years the Artwork ceases to maintain its physical integrity and remain materially in its installed condition, and CITY wishes to repair or restore the Artwork, CITY will make reasonable efforts to contact ARTIST, and ARTIST will have the right of first refusal to make or supervise repair or restoration for reasonable compensation. 4. Ownership and Intellectual Property Rights b. License. ARTIST grants CITY, and their successors and assigns, an irrevocable royalty-free, non- exclusive license to make two-dimensional reproductions of the Artwork for use on their websites, and in brochures, media, publicity, catalogs, and similar non-commercial publications. All such reproductions will contain a credit to ARTIST and a copyright notice in substantially the owned and commissioned by the City of Fridley, M (i) CITY will attempt to remove the Artwork in a way that does not damage, alter, modify, distort or destroy the Artwork, however ARTIST recognizes removal may have such an effect. ARTIST acknowledges that this provision qualifies under 17 U.S.C. Section 113(d) so as to waive rights under 17 U.S.C. Section 106A. (ii) If, at the time of removal, it is determined that the Artwork may be removed without damage, alteration, modification, destruction, distortion or other change, CITY will give notice as required by 17 U.S.C. Section 113(d)(2) and (3). On completion of the Artwork, s identity and address, with the Register of Copyrights as provided under 17 U.S.C. Section 113(d)(3). ARTIST further agrees to 4 20 Jufn!3/ update information with the Register of Copyrights to permit notification of intent to remove the Artwork. d. Alteration of Artwork. CITY will not intentionally alter, modify, change, destroy or damage the Artwork without permission from ARTIST. CITY will make reasonable efforts to avoid causing such a result through an act of gross negligence, pursuant to Act. If CITY fails to maintain the Artwork in accordance with the maintenance manual, ARTIST est, CITY will remove credits to ARTIST from the Artwork and reproductions thereof until the Artwork is repaired or restored 5. Independent Contractor ARTIST is an independent contractor under this agreement. ARTIST will select the means, method and manner of designing and creating the Artwork. Nothing herein contained is intended or is to be construed to constitute ARTIST as the agent, representative or employee of CITY in any manner. 6. Duty of Care; Indemnification The parties will perform all obligations under this agreement in good faith, with reasonable promptness, and with a shared intent to achieve the purpose of the agreement in collaboration. In applying the standard of reasonable promptness, ARTIST recognizes that decisions of CITY may be subject to internal procedures. Each party will perform any acts under this agreement with due care. Each party will hold the other parties, their council or board members and their employees harmless, and indemnify them, as to all third-party claims or actions, and all costs (including reasonable attorney fees), damages and liabilities of any nature attendant thereto, negligent or otherwise wrongful act or omission, or breach of a specific duty under this agreement. The indemnification obligation is not limited by a limitation on the amount or type of damages, compensation or benefits payable by or for a party acts or other employee benefit acts. 5 21 Jufn!3/ 7. Covenants Between City and District CITY covenants, that once accepted, the Artwork will be maintained materially in its installed condition and in its installed location for at least three years from the date of acceptance. CITY covenant that they will cooperate in use of the Artwork for education and outreach efforts conducted together or by one party. 8. Records Pertaining to Fees or Costs ARTIST will maintain all records pertaining to fees or costs incurred in connection with the performance of this agreement for six years from the date of Artwork acceptance. An authorized representative of CITY, or the state auditor may have access to and the right to examine, audit and copy any such records during normal business hours. 9. No Waiver The failure of a party to insist on the strict performance by another party of any provision or obligation under this agreement, or to exercise any option, remedy or right herein, will not waive or relinquish the condition or obligation, all of which will remain in full force and affect. The waiver of a party on one or more occasion of any provision or obligation of this agreement will not be construed as a waiver of any subsequent breach of the same provision or obligation, and the consent or approval by a party to or of any act by another requiring consent or approval will not render unnecessary another party. Notwithstanding any other term of this agreement, CITY waives no immunity in tort. This agreement creates no right in a third party and, as to CITY waives no immunity, defense or liability limit with respect to any third party. 10. Allocation of Risk; Insurance ARTIST bears the risk of loss of, or damage to, design materials, the Artwork and its constituent materials until installation of the Artwork is completed, except that CITY will be responsible: (a) storage; and (b) for the acts and omissions of employees and contractors participating in moving or installing the Artwork. At all times until the Artwork is accepted, ARTIST will have and keep in force the following insurance coverages: A. General liability: $1.5 million, each occurrence and aggregate, covering ARTIST ongoing and completed operations on an occurrence basis. B. Automobile liability: $1.5 million combined single limit each occurrence coverage for bodily injury and property damage covering all vehicles on an occurrence basis. 6 22 Jufn!3/ C. Freight and installation all risk property coverage: Covering loading, transportation, unloading and installation, with a minimum limit equal to the amount to be paid to ARTIST before acceptance. D. applicable to ARTIST. ARTIST may fulfill this requirement by advising CITY in writing that ARTIST is performing as an individual under this agreement and has no employees. An umbrella or excess policy may be used for a general or automobile liability limit above $1 million. ARTIST will not commence work until it has filed with CITY a certificate of insurance evidencing the required coverages and naming CITY as additional insureds for general liability and, if applicable, umbrella or excess liability, along with a copy of the additional insured endorsement establishing coverage for ARTISTongoing and completed operations as primary coverage on a noncontributory basis. The certificate will name CITY as a holder and will state that CITY will receive written notice before cancellation, nonrenewal or a change in the limit of any described policy under the same terms as ARTIST. 11. Notices Any written communication required under this agreement to be provided in writing will be directed to the party representative as follows: To CITY: Mike Maher, Director of Parks and Recreation City of Fridley 7071 University Avenue NE Fridley, MN 55432 mike.maher@fridleymn.gov To ARTIST: \[ \] Each of the above individuals may in writing designate another individual to receive communications under this agreement. Where this agreement specifies that CITY will make a written determination, the determination of the CITY representative named above is made with authority delegated by the represented entity. 12. Termination Except as specified in subsections 1.b and 1.c, CITY may terminate this agreement only for a material breach by ARTIST. ARTIST may terminate this agreement only for a material breach by CITY. The terminating party will provide written notice specifying the basis for termination and allow at least 30 days for cure. At the request of a party, the parties will meet during the cure period to review the basis for termination and consider resolution. 7 23 Jufn!3/ agreement, in addition to any other remedy, ARTIST will reimburse CITY for payment made under section 2, above. If the agreement is terminated due to failure of CITY or DISTRICT performed and costs incurred and does not include compensation for lost opportunity or publicity. Absent termination for material breach, the agreement will terminate six months after payment has been made under section 2, above. Duties of care; obligations to hold harmless and indemnify; warranty terms; terms governing ownership and intellectual property; and document-retention requirements will survive termination of the agreement. 13. Choice of Law; Venue This agreement will be construed under and governed by the laws of the State of Minnesota. Venue for any action will lie in Anoka County. 14. Whole Agreement The entire agreement between the parties is contained herein and this agreement supersedes all oral agreements and negotiations relating to the subject matter hereof. Any modification of this agreement is valid only when reduced to writing as an amendment to the agreement and signed by the parties hereto. IN WITNESS WHEREOF, intending to be legally bound, the parties hereto execute and deliver this agreement. \[signatures\] 8 24