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HomeMy WebLinkAbout19-096 - Elizabeth Gahan Studios - Temporary Art SculptureCity of Tukwila Contract Number: 19-096 Council Approval N/A �. 6200 Southcenter Boulevard, Tukwila WA 98188 CONTRACT FOR ARTIST SERVICES This Agreement is entered into by and between the City of Tukwila, Washington, a non -charter optional municipal code City (hereinafter referred to as the "City"), and Elizabeth Gahan Studios LLC, (hereinafter referred to as "the Artist'), whose principal office is located at 8450 9th Ave. SW. Seattle, WA 98106_ WHEREAS, the City has determined the need to have certain services performed for its citizens but does not have the manpower or expertise to perform such services; and WHEREAS, the City desires to have the Artist perform such services pursuant to certain terms and conditions; now, therefore, IN CONSIDERATION OF the mutual benefits and conditions hereinafter contained, the parties hereto agree as follows: 1. Scoge and aphedulle Artist. The Artist shall design and produce the artwork (hereinafter "Artwork") and perform all other work described in Exhibit A attached hereto and incorporated herein by this reference as if fully set forth. In performing such services, the Artist shall always comply with all Federal, State, and local statutes, rules and ordinances applicable to the performance of such services and the handling of any funds used in connection therewith. The Artist shall request and obtain prior written approval from the City if the scope or schedule is to be modified in any way. 2. ComUensation and Mqth!2g! 2f Pa me . The City shall pay the Artist for services rendered according to the rate and method set forth on Exhibit B attached hereto and incorporated herein by this reference. The total amount to be paid shall not exceed $5,000. 3. Artist Budaet. The Artist shall apply the funds received under this Agreement within the maximum limits set forth in this Agreement. The Artist shall request prior approval from the City whenever the Artist desires to amend its budget in any way. 4. Duration of AgE2.qrnent. This Agreement shall be in full force and effect for a period commencing May 28, 2019, and ending July 3, 2019, unless sooner terminated under the provisions hereinafter specified. 5. I . Artist and City agree that Artist is an independent contractor with respect to the services provided pursuant to this Agreement. Nothing in this Agreement shall be considered to create the relationship of employer and employee between the parties hereto. Neither Artist nor any employee of Artist shall be entitled to any benefits accorded City employees by virtue of the services provided under this Agreement. The City shall not be responsible for withholding or otherwise deducting federal income tax or social security or contributing to the State Industrial Insurance Program, or otherwise assuming the duties of an employer with respect to the Contractor, or any employee of the Artist. Artist is engaged as an independent contractor and will be responsible for any federal, state and local taxes and fees applicable to payment. Artist shall furnish all supervision, materials, labor, equipment, supplies, and all other incidentals, except as specifically provided herein. Artist and its sub -contractors and employees are not employees of the City and are not eligible for any benefits through the City, including without limitation of federal social security, health benefits, workers' compensation, unemployment compensation, and/or retirement benefits. Artist has been commissioned based upon a design submitted to the City for'public' art. It is understood the Artist will make every effort to create the Artwork in the spirit of the design, but that the necessity for continuous artistic refinement and development may alter the final rendering. Artist, therefore, with approval of the City, which approval shall not be unreasonably withheld, may make necessary design modifications as the Artwork progresses so long as general concept and materials remain the same. 6. Indemnification. The Artist shall defend, indemnify and hold the City, its officers, officials, employees and volunteers harmless from any and all claims, injuries, damages, losses or suits including attorney fees, arising out of or in connection with the performance of this Agreement, except for injuries and damages caused by the sole negligence of the City. Should a court of competent jurisdiction determine that this Agreement is subject to RCW 4.24.115, then, in the event of liability for damages arising out of bodily injury to persons or damages to property caused by or resulting from the concurrent negligence of the Artist and the City, its officers, officials, employees, and volunteers, the Artist's liability hereunder shall be only to the extent of the Artist's negligence. It is further specifically and expressly understood that the indemnification provided herein constitutes the Artist's waiver of immunity under Industrial Insurance, Title 51 RCW, solely for the purposes of this indemnification. This waiver has been mutually negotiated by the parties. The provisions of this section shall survive the expiration or termination of this Agreement. A. The Artist shall maintain accounts and records, including personnel, property, financial and programmatic records which sufficiently and properly reflect all direct and indirect costs of any nature expended and services performed in the performance of this Agreement and other such records as may be deemed necessary by the City to ensure the performance of this Agreement. B. These records shall be maintained for a period of seven (7) years after termination hereof unless permission to destroy them is granted by the office of the archivist in accordance with RCW Chapter 40.14 and by the City. 8. Audits and Inspections. The records and documents with respect to all matters covered by this Agreement shall be subject at all times to inspection, review or audit by law during the performance of this Agreement. 9. Termination. This Agreement may at any time be terminated by the City giving to the Artist thirty (30) days written notice of the City's intention to terminate the same. Failure to provide products on schedule may result in contract termination. 10. Force Ma pure. Either party may terminate this Agreement, without recourse by the other, where performance is rendered impossible or impracticable for reasons beyond such party's reasonable control such as but not limited to acts of nature; war or warlike operations; civil commotion; riot; labor disputes including strike, walkout, or lockout; sabotage; or superior government regulation or control. 11. Disprimination Prohibited. The Consultant, with regard to the work performed by it under this Agreement, will not discriminate on the grounds of race, religion, creed, color, national origin, age, veteran status, sex, sexual orientation, gender identity, marital status, political affiliation, the presence of any disability, or any other protected class status under state or federal law, in the selection and retention of employees or procurement of materials or supplies. 12. Assignment and Subcontract. The Artist shall not assign or subcontract any portion of the services contemplated by this Agreement without the written consent of the City. This provision shall not prohibit the Artist from employing qualified personnel for work under the Artist's direct supervision regarding the Artwork except that the Artist shall not permit any such person to acquire any copyright, ownership interest, lien right, or other property interest in the Artwork. 13. Entire A n • M . This Agreement, together with attachments or addenda, represents the entire and integrated Agreement between the City and the Artist and supersedes all prior negotiations, representations, or agreements written or oral. No amendment or modification of this Agreement shall be of any force or effect unless it is in writing and signed by the parties. 14. Severability and Survival. If any term, condition or provision of this Agreement is declared void or unenforceable or limited in its application or effect, such event shall not affect any other provisions hereof and all other provisions shall remain fully enforceable. The provisions of this Agreement, which by their sense and context are reasonably intended to survive the completion, expiration or cancellation of this Agreement, shall survive termination of this Agreement. 15. Notices. Notices to the City of Tukwila shall be sent to the following address: City Clerk, City of Tukwila 6200 Southcenter Blvd. Tukwila, Washington 98188 Notices to the Artist shall be sent to the address provided by the Artist upon the signature line below. 16. —Applicabler . This Agreement shall be governed by and construed in accordance with the laws of the State of Washington. In the event any suit, arbitration, or other proceeding is instituted to enforce any term of this Agreement, the parties specifically understand and agree that venue shall be properly laid in King County, Washington. The prevailing party in any such action shall be entitled to its attorney's fees and costs of suit. 17. Proprietary Rights and Rights of Reproduction. A. After delivery of the Artwork and acceptance of the Artwork by the City, Artwork created under this Agreement shall be the sole property of the City. None of the Artist's works provided herein will be deemed "works for hire" for purposes of copyright law and the copyright will belong solely to the Artist. To that extent that any of the Artist's works hereunder include materials subject to patent, trade secret or other proprietary right protection, the City hereby irrevocably assigns to the Artist all its right, title and interest that it may be deemed to have in and to any and all inventions, copyrights, patents, trade secrets and other proprietary rights therein (including renewals thereof). B. The Artist expressly reserves every right available to him/her at common law or under the Federal Copyright Act, including moral rights under the Visual Artists Rights Act, 17 USC 106A, to control the making and dissemination of copies or reproductions of any items that are conceived, made, discovered, written or created by the Artist pursuant to this Agreement, except as those rights are expressly limited by this Agreement. The Artist authorizes the City and its assigns to make, publicly display, and distribute any and all photographs, copies, drawings and other two-dimensional reproductions of any Artwork produced pursuant to this Agreement without prior consent of the Artist, if for the sole use and benefit of the public, not for financial gain, including but not limited to advertising, brochures, informational and educational documents, presentations and similar material, but no other use is permitted without prior consent of the Artist. C. The City shall assure that the original Artwork and all reproductions, copies and derivative works by the City of the Artist's work produced pursuant to this Agreement contain a credit to the Artist and a copyright notice substantially in the following form: "© or Copyright, date of the first publication or date of creation, Artist's name." D. The City agrees that if in the future it sells (re -sale) the Artwork during the lifetime of the Artist, the City shall pay the Artist a sum equal to fifteen percent (15%) of the appreciated value of the Artwork. For the purposes of this agreement, appreciated value shall mean the sales price of the work of art less the original purchase prices as stated in this contract. E. Non-Destruction/Alteration: The City agrees not to purposefully destroy, alter, modify or otherwise change the Artwork in any was whatsoever. If any alteration occurs after the receipt of the Artwork by the City, whether intentional or accidental, the Artist has the right to request that the Artwork shall no longer be represented to be the Artwork of the Artist. DATED this day of 20 s CITY OF TUKWILA ARTIST " By: (2cdV4( V% Rick Still, Director Parks & Recreation Printed Name and Title ib�,—St Address: lf. S 11 EXHIBIT A — SCOPE OF SERVICES I. DECRIPTION OF ARTWORK Name of Public Art Project: The Wave Location of Public Art Project: Mobile art, location varies Type of ARTWORK Corrugated plastic, vinyl, wood & standard LED lights with US plug in Size is approximately 65h x 6'w x 3.5'd The Artwork titled "The Wave" will be made of corrugated plastic, detailed with colored vinyl with an adhesive backing and attached using standard screws. The Artwork design drawing is included below. The Artwork will be accompanied by a custom-built wood base which will display the artwork and weight the artwork on the ground for greater stability. The base design will respond to the shape of the artwork and practical considerations which will be further developed during fabrication. The overall scale of the Artwork will be approximately 6.5' (H) X 6' (W) X 3.5' (D). The Artwork will be constructed in several large sections that can be disassembled for transport and reassembled on site by the City. The base will also house standard LED flood lights that plug into a normal US outlet to provide the option to illuminate the artwork. All details described herein are subject to change(s) during the fabrication process. II. ARTWORK DESIGN DRAWING III. INSTALLATION OF ARTWORK The ARTWORK is designed to be portable, multipurpose and reusable for a reasonable amount of time after final delivery based on quality of materials described in Section VI. Install locations and appropriate uses of Artwork are to be determined by and at the discretion of the City. A. Recommended Transportation and Installation: To avoid damage to the Artwork the following is recommended: 1. When handling 3D corrugated plastic section, gently grab the artwork along the outer edge where the object is most structurally reinforced by the outer trim and screws. Do not handle and lift the Artwork in the center, where it has the least structural support. 2. When loading for transport, it is recommended that sections are stacked next to each other horizontally, side by side, rather than vertically, one on top of another. 3. To further protect corrugated plastic and vinyl from scratches, be sure to use a protective layer (i.e. cardboard, foam, or fabric) between the Artwork and the ground, as well as between Artwork sections. 4. Load in the base so as to avoid crushing or damaging the corrugated plastic. Never place the wood base on top of a corrugated plastic section. B. Attachment Strategy: The wood base provides a support to prop up the Artwork and weight the Artwork on the ground. The City, upon installation, should use sandbags placed inside the base for additional weight and stability. The corrugated plastic sections of the Artwork will sit on the base and be affixed with a bracket & screw system (specifics to be determined during fabrication). The base should sit flush on the ground, when installed, for maximum stability. IV. DELIVERABLES A. Artist Check -In & Fabrication: Artist will provide progress reports and progress photos upon requested by the City during the fabrication process. B. Completion and Delivery: Artwork to be completed and delivered to the City no later than the agreed upon date, July 3, 2019, at which time the Artwork shall become the property of the City as to future installation, maintenance, and care. Upon delivery of the Artwork and acceptance by the City, the City shall own the Artwork, including physical manifestations of the final design. V. DESCRIPTION OF THE LONGEVITY OF THE ARTWORK: The Artwork is intended to be temporary and the longevity of the materials is dependent on the limited integrity of the materials, frequency of use, and general care and maintenance of Artwork by the City. The City recognizes that prolonged use of the Artwork will result in normal wear of materials and that placing artwork in public spaces has a risk of unintentional and intentional harm. Materials are relatively weather resistant. It is acceptable to install artwork in outdoor rainy conditions, but to maximize the longevity of the Artwork, do not leave Artwork in wet conditions for prolonged periods. VI. DESCRIPTION OF MATERIALS WEAR OVER TIME MAINTANANCE and DEACCESSIONING ARTWORK Material #1: Corrugated Plastic A significant portion of the Artwork is made with corrugated plastic. This material will degrade with prolonged UV exposure and is also susceptible to unintentional and intentional damage from external forces. Screws may loosen over time or by intentional tampering. Coroplast from Laid Plastics. Information from the Manufacturer: The name Coroplast applies to a wide range of extruded twin wall plastic sheet products produced from a high impact polypropylene copolymer. Coroplast uses a copolymer resin in order to increase impact and low temperature performance. Chemically, the sheet is inert, with a NIL pH factor. At regular temperatures most oils, solvents and water have no effect, allowing it to perform under adverse weather conditions or as a product component exposed to harsh chemicals. Recommendations: 1. When Artwork is not in use, store in an indoor area with little to no UV exposure. 2. If the corrugate plastic significantly damages (i.e. dents, cuts, holes, significantly visible scratches, etc.), in some cases individual section may be replicable without replacing the entire artwork. 3. Screws can be tightened as needed. If the screw's hole becomes enlarged preventing a secure connection, individual screws can be replaced with bolts. 4. To clean, for dust use a dry soft rag, for more significant dirt use a soft rag and water. Material Degradation & Artwork Deaccession: ➢ It is likely that the first material to significantly degrade is the corrugated plastic. Over time the plastic will yellow and become brittle. Ultimately the corrugated plastic may crack, most likely first at the seams, which is a sign that the ARTWORK may be ready to be decommissioned. Material #2: Vinyl The design details are made from colored sign vinyl with an adhesive backing. Longevity of vinyl depends on vinyl type and manufacturer. Vinyl can also become scratched or otherwise damaged by unintentional or intentional external forces. Endura GLOSS Vinyl from Sign Warehouse. Information from the Manufacturer: APPLICATIONS - This product is recommended for outdoor and indoor uses where a high -quality marking film -requiring flexibility durability and resistance to sunlight is requires. These films can be used for architectural signage commercial -retail signage point -of -purchase graphics and decals. • 6 years outdoor • Soft 3 mil calendared glossy vinyl • Easy to cut & weed • Outstanding quality & economy • Easy release 78# clay coated liner • Ideal temporary outdoor graphics • Permanent acrylic pressure -sensitive adhesive • Thermal printable not suitable for inkjet printers • Flat surfaces & simple curves • Thickness - Clear and Gloss Colors 3.0 mils. • Dimensional Stability - Flat surfaces and simple curves. • Temperature Ranges - Minimum application temperature +40•F. • Temperature Ranges - Service temperature range - 409F to +200•F. • Expected Lifetime Exterior - Up to 6 years under normal exposure conditions. • Adhesion - Permanent, acrylic, pressure -sensitive adhesive. Recommendations: • When in transit or other situations in which the vinyl surface may come into contact with other surfaces, use a protective layer (i.e. cardboard, foam, or fabric) between the Artwork and other surfaces, as well as between Artwork sections. • Do not use adhesive products on the surface of the vinyl as it will leave a residue. • If vinyl sections are scratched or otherwise damaged, individual sections can be replaced without replacing the entire vinyl design. • To clean, for dust use a dry soft rag, for more significant dirt use a soft rag and water. Material #3: Wood ARTWORK base is made of wood attached via screws and wood glue. The base is finished with a white latex sealant. The wood base may wear due to moisture or external impacts. KILZ Exterior Siding, Fence and Barn Paint White. Information from the Manufacturer: • A good exterior paint offers coverage and protection against the elements, while adding beauty to outdoor structures. This is an all-purpose exterior paint resists cracking, peeling and blistering. • This paint features a unique water/oil base formula for exceptional adhesion, versatility, and longevity in varied conditions. • Use on vertical exterior wood surfaces as well as masonry, stucco, and sanded glossy surfaces. Remove mildew, peeling paint, mill glaze, loose wood fibers, dirt, and debris before painting. Recommendations: • To prolong longevity, wood base can be repainted or replaced. • To clean, for dust use a dry soft rag, for more significant dirt use a soft rag with water and mild soaps. Material #4: LED Lights Artwork will include several standard LED flood lights that plug into a normal US outlet. Onforu 4 Pack 20W RGB LED Flood Lights with Remote Control IP66 Waterproof Dimmable Color Changing Floodlight, 16 Colors 4 Modes Wall Washer Light, Outdoor Decorative Garden Stage Landscape Lighting from Amazon. Information from the Manufacturer: • 16 COLORS & 4 MODES: Multi colors and modes available. Point the remote at the flood lights, turn on the lights, pick up your favorite color, brightness, mode (flash/strobe/fade/smooth) for children's birthday, Christmas celebration, Halloween or wedding party. • REMOTE CONTROL & MEMORY FUNCTION: With 24 keys IR Remote Control to vitalize the RGB floodlights(Sensing distance: 19.6-26.2ft/ 6-8m). And the light will stay at your last setting you choose while turn on again via remote control, no need to reset it. (No DMX!) • IP66 WATERPROOF : IP66 dust proof and waterproof, it works perfectly in rain, sleet and snow. Can be versatily applied, Ideal for using at garden, patio, wedding, party, park, stage, landscape, building, yard, street. • EFFICIENT COOLING & EASY TO INSTALL: Die-cast aluminum housing and efficient cooling design makes it more durable and reliable. No need for wiring, simply plug it in. 180°adjustable lamp body, can be installed on the ceiling, wall, ground, etc. • UNLIMITED 5-YEAR MANUFACTURER WARRANTY: You are assured of 30 Days Money Back Guarantee, S years warranty, and 24hour message technical support, which makes your purchase risk free. Any issue arises, you can contact us freely. Recommendations: • If lighting fails, LED units can be replaced. EXHIBIT B — PAYMENT PROVISIONS The City shall pay the Artist a fixed fee of $5,000.00 (five thousand dollars and zero cents), which shall constitute full compensation for all services, materials, travel, and delivery to be furnished under the terms of this Agreement. Said fixed fee also includes any and all sales or excise taxes, which shall be paid directly by the Artist to the applicable government authority. Such fee shall be paid in installments as follows: 1st payment: The City shall pay the Artist $2,500.00 (two thousand five hundred dollars and zero cents) upon execution of this contract by the signature of the City representative and receipt of an appropriate invoice from the Artist. 2nd payment: The City shall pay the Artist $2,500.00 (two thousand five hundred dollars and zero cents) upon completion of all work by the Artist described in Exhibit A, including delivery and final acceptance of the project by the City, and receipt of an appropriate invoice from the Artist. Second payment is based on completion of Artwork and acceptance by the City for conformance with project specifications. Artist shall be paid no later than thirty days from the time of final acceptance of the Artwork by the City and receipt of an appropriate invoice from the Artist.