HomeMy WebLinkAboutBrad Rude AGREEMENT FOR ARTWORK
This Agreement is made and entered into this 1 rib day ofc-)r.k,-,t,. ,by and between the City of Auburn,
Washington, a municipal corporation of the State of Washington("City")and Brad Rude,whose address is 7852 Mill
Creek road, Walla Walla, WA 99362 herein referred to as ARTIST'
WHEREAS, the City desires to contract with Artist to repair,re-build and install artwork("Work")for the
Centennial Park and
WHEREAS,the Artist was commissioned in 1992 for the creation of The Long Look which was stolen and the
City seeks to replace the sculpture with like work
NOW THEREFORE THE CITY AND THE ARTIST IN CONSIDERATION OF THE CONDITIONS AND
COVENANTS HEREIN DO AGREE AS FOLLOWS.
I. ARTICLE 1. SCOPE OF SERVICE
1.1 GENERAL
The Artist shall, in consultation with Auburn Parks, Arts& Recreation Staff and Auburn Arts
Commission. The artist is expected to coordinate the design, fabrication and installation with the site
project team and the Auburn Parks,Arts& Recreation and Auburn Arts Commission.
The Artist shall be responsible for all services and shall furnish all supplies, material,and equipment
as necessary for the design, execution, fabrication,transportation and installation of the Work at the
Site.
The Artist shall be responsible for the pick-up of the remaining parts of the original sculpture that
were not taken.
1.2 EXECUTION OF WORK
The Artist shall approach the project accordance with the approved model and/or drawings provided,
which will be recommended by the City of Auburn Arts Commission for approval by the Auburn City
Council.
A. The Artist shall provide all labor and materials necessary to:
1 Produce and complete a finished work of art;
2. Deliver the artwork,
3 Install the artwork in accordance with the agreed upon schedule
B The Artist will seek out regular updates from the City on deadline relevant to the art project.
C. The City shall have the right to review the Work at reasonable times during fabrication
D The Work shall be completed and installed at the site in compliance with City codes and with
approved Work installation scheduled by the City
lA DELIVERY AND INSTALLATION
A. The Artist shall deliver and install the completed Work at the site in compliance with the
schedule set forth by mutual agreement by the City and the Artist.
B. The City shall approve installation plans presented by the Artist prior to installation
C. Site installation shall be prepared by the City per Artist specifications
D During installation,the artist shall secure the Site and ensure the safety of the public and the
Work. The City shall determine when installation is complete and shall inspect Site during
installation.
1.5 POST-INSTALLATION
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A. The City will provide photo documentation of the Work for City files. The City will provide a
copy of this documentation to the Artist.
B. The Artist shall be available at such time or times as may be agreed between the City and the
Artist to participate any presentation ceremonies relating to the transfer of the Work to the City
The City shall use its best efforts to arrange for publicity for the completed Work,
C. Upon installation of the Work, the Artist shall provide to the City written instructions for
appropriate maintenance and preservation of the Work.
1.6 FINAL ACCEPTANCE
A. The Artist shall advise the City in writing when all services required have been completed in
substantial conformity as presented to the Public Art Subcommittee.
B. The City shall notify the Artist in writing of its final acceptance of the Work.
1.7 RISK OF LOSS
The risk of loss or damage to the Work shall be bome by the Artist until final acceptance, and the
Artist shall take such measures as are necessary to protect the Work from loss or damage until final
acceptance, including any protective measures necessary to prevent damage to the Work during
construction of the Center
1.8 INDEMNIFICATION
The Artist agrees to indemnify,defend, and hold the City, its agents, representatives,and employees
harmless from and against any and all claims,causes of action or demands or any form of liability of
any nature arising out of the performance of the Work and the obligations contained in this
Agreement on the part of the Artist,the Artist's agents, representatives,and employees except where
such claims arise solely from the negligent acts of the City, its agents,representatives, or employees.
1.9 TITLE
Title to the Work shall pass to the City upon final acceptance.
1.10 OWNERSHIP OF DOCUMENTS, MODELS
Upon final acceptance of the Work, all studies,drawings, designs,and models prepared and submitted
under this Agreement shall be returned to the Artist and shall belong to the Artist.
1.11 INSURANCE
The Artist agrees to obtain,and maintain during the term of this agreement comprehensive liability
insurance in minimum amounts of not less than ONE MILLION DOLLARS ($1,000,000)per
occurrence to protect the City, its agents, officers, and employees from any claims by any person for
damage to persons or property arising out of or resulting from the Artist's performance under this
Agreement. The insurance policy shall name the City OF AUBURN as additionally insured. The
policy shall require a minimum of thirty(30)days prior written notice to the City of any cancellation
or expiration of the policy or any modification of any provisions of the policy The Artist shall be
required to provide a Certificate of Insurance to the City prior to commencing performance under the
terms of this Agreement.
1.12 INDEPENDENT CONTRACTOR/ASSIGNMENT
The parties agree and understand that the Artist is an independent contractor and not the agent or
employee of the City and that no liability shall attach to the City by reason of entering into this
Agreement except as otherwise provided herein. The parties agree that this Agreement may not be
assigned in whole or in part without the written consent of the City
ARTICLE 2. COMPENSATION AND PAYMENT SCHEDULE
2.1 FEE
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The City shall pay the Artist for satisfactory completion of the artwork in the total fixed amount of
$30,000.00(thirty thousand and no/100 U.S. Dollars)which shall constitute full compensation for all
services,engineering permits and materials to be performed and furnished by the Artist under this
Agreement. All fees shall be paid in accordance with standard City business practices. At each
fee/fabrication Phase outlined above,the Artist will submit a brief written report and invoice the City
at that time.
2.2 PAYMENT
The first payment of 1/3 of$30,000. ($10,000.00)will be paid by the City to the Artist upon signing
this Agreement. The second payment of 1/3 of$30,000($10,000.00)will be paid by the City to the
Artist upon completion of fabrication. The final payment of the remaining 1/3 of$30,000
($10,000.00)shall be made to Artist no later than ten(10)days after the delivery and installation as
specified in this Agreement by Artist.
2.2 TAXES
The Artist is responsible for payment of all local, state,and federal taxes, which may be due from the
Work as a result of performance under this contract. Artist understand that taxes are included in the
agreed upon fee set forth in Article 2.1
2.3 ARTIST EXPENSES
The Artist shall be responsible for the payment of all shipping charges,the costs of transporting the
Work to the Site,the costs of all travel by the Artist and the Artist's agents and employees necessary
for the proper performance of the services required under this Agreement, and all other expenses
related to the performance of this Agreement.
ARTICLE 3. TIME OF PERFORMANCE
3.1 DURATION
The services to be required of the Artist shall be completed by September 2013
ARTICLE 4. WARRANTIES
4.1 WARRANTIES OF TITLE
The Artist represents and warrants that: (a)the Work is solely the result of the Artistic effort of the
Artist; (b)except as otherwise disclosed in writing to the City,the Work is unique and original and does
not infringe upon any copyright; (c)the Work has not, or a duplicate thereof has not, been accepted for
sale elsewhere;and(d)the Work is free and clear of any liens ftom any source whatever
4.2 WARRANTIES OF QUALITY AND CONDITION
The Artist represents and warrants, except as otherwise disclosed to the City in writing and in
connection with submission of the Proposal,that the execution and fabrication of the Work will be
performed in a workmanlike manner; and the Work as fabricated and installed, will be free of defects
in material and workmanship; and reasonable maintenance of the Work will not require procedures
substantially in excess of those described in the maintenance recommendations to be submitted by the
Artist. The warranties described in this section shall survive for a period of three(3)years after the
final acceptance of the Work. The City shall give notice to the Artist of any observed breach with
reasonable promptness. The Artist shall,at the request of the City, and at no cost to the City,cure
reasonably and promptly the breach of any such warranty which is curable by the Artist and which
cure is consistent with professional conservation standards.
ARTICLE 5. REPRODUCTION RIGHTS
5.1 GENERAL
The Artist retains all rights under the Copyright Act of 1976 and all other rights in and to the Work
except ownership and possession and except as such rights are limited by this Section. In view of the
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6.5 PERMANENT RECORD
The City shall maintain on permanent file a record of this Agreement and of the location and
disposition of the Work.
6.6 ARTIST ADDRESS
The Artist shall notify the City of changes in his/her address. The failure to do so within 30 days of
said change, if such failure prevents the City from locating or notifying the Artist where required
under the terms of this Agreement, shall be deemed a waiver by the Artist of the right subsequently to
enforce those provisions of this Article 6 that require the express approval of the Artist.
ARTICLE 7. NON-DISCRIMINATION
The Artist shall comply with all federal,state, and local laws and ordinances prohibiting discrimination and
employment with regard to age,sex, race,color,creed, national origin,or physical, mental handicap.
ARTICLE 8. NOTICES
Any notice required or permitted under this Agreement may be personally served or given in writing and shall
be deemed sufficiently given or served if sent by registered or certified mail addressed to the respective parties
as follows
Auburn Arts Commission Brad Rude
City of Auburn 7852 Mill Creek Road
Parks, Arts& Recreation Walla Walla, WA 99362
910 Ninth Street SE bradObradrude.com
Auburn, WA 98002 509-520-3098(cell)
Telephone" 253-931-3043 509-525-0240(home)
Either party may by like notice at any time, designate a different address to which notices shall be sent.
Notice in accordance with these provisions shall be deemed received when mailed.
ARTICLE 9. TERMINATION
Either party may terminate this Agreement upon written notice to the other party if the other party fails
substantially to perform in accordance with the terms of this Agreement through no fault of the party
terminating the Agreement.
In the event of default by the City the City shall promptly compensate the Artist for all services performed by
the Artist prior to termination. In the event of default by the Artist, all finished and unfinished drawings,
sketches, photographs,models, and other work products under this Agreement shall become the City's
property The City shall compensate the Artist for all work as performed prior to termination.
Notwithstanding,the Artist shall not be relieved of liability to the City for damages sustained by the City by
virtue of any breach of this Agreement by the Artist and the City may reasonably withhold payments to the
Artist until such time as the exact amount of such damages due the City from the Artist is determined.
ARTICLE 10. GENERAL PROVISIONS
10.1 ENTIRE AGREEMENT
This agreement constitutes the entire agreement between the parties and may not be changed or
modified nor any provision hereof waived except in writing agreed to by both parties.
10.2 APPLICABLE LAW
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This Agreement and the rights of the parties hereunder shall be governed by the interpreted in
accordance with the laws of the State of Washington and venue for any action hereunder shall be in
King County, Washington. This Agreement shall be construed in accordance with any and all
questions with respect hereto shall be determined by the laws of the State of Washington.
10.3 COSTS TO PREVAILING PARTY
In the event of such litigation or other legal action,to enforce any rights, responsibilities or
obligations under this Agreement,the prevailing parties shall be entitled to receive its reasonable costs
and attorney's fees.
10.4 COMPLIANCE WITH APPLICABLE LAWS
In the performance of the Work,the Artist agrees to comply with all applicable state and local laws,
rules, and regulations.
CITY OF AUBURN
41—�
PETER B. L WIS
MAYOR
ATTEST
Dane fell Diskam, City Clerk
APP D A RM:
Damel B. Heid,City Attorney
ARTIST
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Brad Rude �
Tax#•
Resolution 4866—Brad Rude
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