HomeMy WebLinkAbout7575630 Centennial Viewpoint Park Artwork Re-Commission - Docusign Envelope ID:9E4A4A18-9D68-4903-82DE-15DF1042EBAC
AGREEMENT FOR ARTWORK
This Agreement is made and entered into this 12th day of August, 2024, by and between the City
of Auburn, Washington, a municipal corporation of the State of Washington ("City") and BRAD RUDE
("Artist"), whose phone number and address is 7852 Mill Creek Rd, Walla Walla, WA 99362
and brad@bradrude.com.
WHEREAS, the City is seeking to replace a stolen artwork for the Centennial Viewpoint Park
("Park"); and
WHEREAS, the City desires to contract with Artist to design, build, and install a replacement artwork
("Work")for the Centennial Viewpoint Park, of like scale and aesthetics to previously commissioned artwork.
NOW THEREFORE THE CITY AND THE ARTIST IN CONSIDERATION OF THE CONDITIONS
AND COVENANTS HEREIN DO AGREE AS FOLLOWS:
ARTICLE 1. SCOPE OF SERVICE
1.1 GENERAL
The Artist shall, in consultation with the City, design the Work, which shall be created in the
same location as the former artwork at Centennial Viewpoint Park.
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 coordinate the design, fabrication and installation of the Work with the City of
Auburn staff.
The City must approve the material for the artwork, which cannot be bronze.
1.2 PROJECT
The Work is divided into four phases: Phase I, related to the contract for the Work to be
commissioned by the City; Phase II, related to the Work design proposal and final design
proposal approval by the City; Phase III, related to the fabrication of approved Work design
to the satisfaction of the City; Phase IV, transportation and installation of Work. Each phase
shall have a defined Scope of Work describing the services provided by the Artist and hence
the relative compensation to the Artist. The Work shall be completed according to above
phases and according to timeline agreed upon by the artist and the City as follows:
A. Phase I — Due by August 14, 2024: Signed Agreement for Artwork
B. Phase II — Due by October 30, 2024: Final Design Drawings
C. Phase III - Due by March 1, 2025: Fabrication of Artwork
D. Phase IV- Due by a date to be determined in Spring 2025: Installation of Artwork
1.3 EXECUTION OF WORK
The Artist shall approach all Phases of the Work as described above in accordance with the
approved model and/or drawings provided, which will be presented by the Artist to the
Auburn Arts Commission for the Work and which are recommended by the City of Auburn
Arts Commission for approval by the Auburn City Council.
Resolution Exhibit A
Agreement for Iconic Public Artwork
Page 1 of 7
Docusign Envelope ID:9E4A4A18-9D68-4903-82DE-15DF1042EBAC
The Work shall, at all times, be subject to the City's general review and approval, and
approval must be made by the City after each Project Phase. The ARTIST shall confer with
the City periodically during the progress of the Work, and shall prepare and present such
information and materials (e.g., a detailed outline of completed Work) as may be pertinent,
necessary, or requested by the City to determine the adequacy of the Work or the ARTIST's
progress.
E. 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
F. The Artist will seek out regular updates from the City on deadline relevant to the art
project.
G. The Artist shall coordinate the schedule for implementation and completion of studio
fabrication with the Auburn Arts Commission and City Project Coordinator.
H. The City shall have the right to review the Work at reasonable times during fabrication
I. The City shall have the right to review, discuss and approve the exact location and
placement of the artwork
J. The Work shall be completed and installed at the site in compliance with City codes and
with approved Work installation scheduled by the City.
1.4 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 Artist with City approval
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
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 attend 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 the Artist has completed all services
required by this agreement and the artwork substantially conforms to the drawings
and/or model(s)approve by the Auburn Arts Commission.
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 borne 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 installation.
1.8 INDEMNIFICATION
Resolution Exhibit A
Agreement for Centennial Viewpoint Park Artwork
Page 2 of 7
Docusign Envelope ID:9E4A4A18-9D68-4903-82DE-15DF1042EBAC
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
The City shall pay the Artist for satisfactory completion of the artwork in the total fixed
amount of$55,000.00 (Fifty-five thousand and no/100 U.S. Dollars)which shall constitute full
compensation for all taxes, 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, which describes the progress to date, and invoice the City at
that time, with taxes to be included within that amount and to be paid by the Artist.
2.2 PAYMENT
The first payment of 1/4 of$55,000. ($13,750.00)will be paid by the City to the Artist upon
signing this Agreement. The second payment of 1/4 of$55,000 ($13,750.00)will be paid by
the City to the Artist upon completion of and City approval of final design drawings. The third
payment of 1/4 of$55,000 ($13,750.00)will be paid by the City to the Artist upon completion
of and City approval of artwork fabrication. The final payment of the remaining 1/4 of
$55,000 ($13,750.00) shall be made to Artist no later than ten (10) days after the City
approval of successful delivery and installation as specified in this Agreement by Artist.
2.3 TAXES
Resolution Exhibit A
Agreement for Centennial Viewpoint Park Artwork
Page 3 of 7
Docusign Envelope ID:9E4A4A18-9D68-4903-82DE-15DF1042EBAC
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 understands that taxes
are included in the agreed upon fee set forth in Article 2.1.
2.4 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 in accordance with the schedule
agreed upon by the Artist and City of Auburn staff. The approximate timeline for the project
is outlined as follows: Contract due by June 30, 2024; final design drawings due by
September 30, 2024; fabrication due by March 1, 2025; installation of work at date to be
determined by City and Artist no later than Spring 2025.
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 from
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 intention that the Work in its final dimension shall be unique, the
Artist shall not make any additional exact duplicate, three-dimensional reproductions of the
final Work nor shall the Artist grant permission to others to do so except with the written
permission of the City. The Artist grants to the City and its assigns an irrevocable license to
make representative reproductions of the Work for non-commercial purposes, including but
not limited to reproductions used in brochures, media publicity, educational or promotional
materials for City programming or events, marketing, and catalogues or other similar
publications, provided that these rights are exercised in a manner which depicts the integrity
of the Work.
Resolution Exhibit A
Agreement for Centennial Viewpoint Park Artwork
Page 4 of 7
Docusign Envelope ID:9E4A4A18-9D68-4903-82DE-15DF1042EBAC
5.2 NOTICE
All reproductions by the City shall contain a credit to the Artist in the following form: "Title,"
"year", "Artist".
5.3 CREDIT TO THE CITY
The Artist shall use his best efforts to give a credit reading substantially, "An original Work
owned and commissioned by the City of Auburn, Washington" in any public showing under
the Artist's control of the reproductions of the Work.
ARTICLE 6. ARTIST'S RIGHTS
6.1 IDENTIFICATION
The Artist and the City shall agree upon the plaque dimensions, best location, and
method for placement of the plaque prior to its installation. The plaque identifying the work
as outlined in Article 5.2 shall be installed by the City.
6.2 MAINTENANCE
The City recognizes that maintenance of the Work on a regular basis is essential to the
integrity of the Work. The City shall make reasonable efforts to assure that the Work is
properly maintained and protected, taking into account the instructions of the Artist provided
in the maintenance agreement and shall make reasonable efforts to protect and maintain the
Work against the ravages of time, vandalism, and the elements.
6.3 REPAIRS AND RESTORATION
The City shall have the right to determine when and if repairs and restorations to the Work
will be made. The Artist shall not unreasonably withhold approval for any repair or
restoration of the Work. If the Artist unreasonably fails to approve any repair or restoration,
the City shall have the right to make such repair or restoration.
6.4 DEACCESSIONING OF THE WORK
In the circumstance where a commissioned artwork is physically part of the building or
landscape and it is not an independent object(s)that can be safely removed, the City may
require the Artist to waive VARA (Visual Artists Rights Act of 1990) in regards only to the
destruction of the artwork. Prior to the destruction of the artwork, the City will attempt to
contact the Artist and secure the situation. In the event that the remodeling of the building or
landscape destroys part of the artwork, the City will deaccession the artwork and, at the
request of the Artist, remove any attribution to the Artist. The City reserves the right to
deaccession artwork under the following conditions:
A. The artwork site or landscape is structurally or otherwise altered and can no longer
accommodate the Work.
B. The artwork site or landscape in which the Work is located is made publicly
inaccessible as a result of new construction, demolition, or security enhancement, or
has its surrounding environment altered in a way that significantly and adversely
impacts the Work.
C. The artwork site or landscape is sold or acquired by an entity other than City of
Auburn.
D. There is a documented history of incident(s)that shows the Work is a threat to
public safety.
6.5 RIGHTS TO RELOCATE THE WORK
The City shall have the right, at its sole discretion, to move and relocate the work to a new
location within the City at any time it deems relocation to be in the interest of the City, with
the understanding that the Artist's Work has been designed for a specific site at Centennial
Resolution Exhibit A
Agreement for Centennial Viewpoint Park Artwork
Page 5 of 7
Docusign Envelope ID:9E4A4A18-9D68-4903-82DE-15DF1042EBAC
Viewpoint Park, the City shall offer to consult with the Artist regarding the suitability of
alternate sites under consideration for relocation of the Artist's Work. In the event of any
such relocation, the City shall be responsible for the costs involved therewith.
6.6 PERMANENT RECORD
The City shall maintain on permanent file a record of this Agreement and of the location and
disposition of the Work.
6.7 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:
Allison Hyde, Brad Rude
Arts Program Supervisor 7852 Mill Creek Rd
City of Auburn Parks, Arts & Walla Walla,WA 99362
Recreation
910 Ninth Street SE brad@bradrude.com
Auburn,WA 98002 508.520.3098
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.
Resolution Exhibit A
Agreement for Centennial Viewpoint Park Artwork
Page 6 of 7
Docusign Envelope ID:9E4A4A18-9D68-4903-82DE-15DF1042EBAC
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
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
DocuSigned by
Fronr=4,1943
8/8/2024
NANOY BAOKUS
MAYOR
ATTEST:
rR DocuSigned by: I q,�tA/VdA, %,tot t, 8/12/2 02 4
FOR: Shawn"` ampBeil, City Clerk
Hannah Scholl Deputy City clerk
APPROVED AS TO FORM:
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Signed by
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OTAgAitilt4,At enior City Staff Attorney
ARTIST
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Tax#: 531-84-1572
Resolution Exhibit A
Agreement for Centennial Viewpoint Park Artwork
Page 7 of 7