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HomeMy WebLinkAboutContractAGREEMENT WITH ALEXANDER CODD FOR MURAL PROJECT THIS AGREEMENT, dated May 5, 2021, is by and between the City of Renton (“CITY”), a Washington municipal corporation, and Alexander Codd, an individual (“ARTIST”). CITY and ARTIST are referred to collectively in this Agreement as the “Parties.” Once fully executed by the Parties, this Agreement is effective as of the last date signed by both parties. 1. Termination of Prior Agreement between CITY and ARTIST: In 2018, CITY and ARTIST executed an agreement with a scope similar to this Agreement. That 2018 agreement is entitled “Agreement with Alexander Codd for Mural Project,” is dated November 13, 2018, and is filed under City of Renton file number CAG-18-243 (the “2018 Agreement”). The Parties agree that performance under the 2018 Agreement is fully excused, that neither Party has any obligation to the other party under the 2018 Agreement, and that the 2018 Agreement is terminated and of no legal force or effect. 2. Background, Scope and Performance: CITY and ARTIST mutually wish to contract for ARTIST’s design and painting of a mural to celebrate the City of Renton’s athletic talent. The mural will be designed over three panels, and is more fully described in attached Exhibit A-1. (The mural is hereinafter also referred to as “ARTWORK.”) ARTIST agrees to the obligations and responsibilities regarding ARTWORK, including that its installation will be performed by others, as described in Exhibit A-1. 3. ARTIST’s Grants and Representations: A. The ARTIST certifies that (1) ARTWORK is the original work of ARTIST; (2) ARTIST owns all rights to ARTWORK and/or has obtained the right of use from any others with rights to ARTWORK; and (3) to the extent that ARTWORK contains recognizable images of particular persons, ARTIST has obtained appropriate releases. B. The ARTWORK will be installed and displayed at the sole discretion of CITY, as the owner of the intended installation location, as further described in Exhibit A-1. C. ARTIST grants to CITY a non-exclusive license to graphically and electronically reproduce ARTWORK, while on display, for any and all future publicity endeavors conducted by CITY, provided that any such reproduction is credited to ARTIST by name. CITY may use the ARTIST’s photograph, other likeness, or biography in connection with the use of ARTWORK. 4. Compensation: CAG-21-147 PAGE 2 OF 6 A. Amount. Total compensation to ARTIST for ARTWORK provided pursuant to this Agreement shall not exceed $5,000. Except as specifically provided herein, ARTIST shall be solely responsible for payment of any taxes imposed as a result of the performance and payment of this Agreement. Other than as specified, ARTIST relinquishes the right to any financial proceeds in association with CITY’s use or reproductions of ARTWORK. B. Method of Payment. Upon completion of ARTWORK, ARTIST shall submit a voucher or invoice in a form specified by CITY. Payment shall be made by CITY and participating community organizations within thirty (30) calendar days after receipt and approval by the appropriate CITY representative of the voucher or invoice. CITY may withhold payment for work that does not meet the requirements of this Agreement. 5. Record Maintenance: ARTIST shall maintain accounts and records, which properly reflect all work provided in the performance of this Agreement and retain such records for as long as may be required by applicable Washington State records retention laws, but in any event no less than six years after the termination of this Agreement. ARTIST agrees to provide timely and complete access to and copies of any records related to this Agreement as required by CITY to audit expenditures and charges and/or to comply with the Washington State Public Records Act (Chapter 42.56 RCW). ARTIST shall indemnify, defend, and hold harmless CITY for all costs, including attorneys’ fees, attendant to any claim or litigation related to a request made under the Washington State Public Records Act for which ARTIST has responsive records and for which ARTIST has withheld records or information contained therein, or not provided them to CITY in a timely manner. The provisions of this section shall survive the expiration or termination of this Agreement. 6. Public Records Compliance: To the full extent the City determines necessary to comply with the Washington State Public Records Act, ARTIST shall make a due diligent search of all records in its possession or control relating to this Agreement and the Work, including, but not limited to, e-mail, correspondence, notes, saved telephone messages, recordings, photos, or drawings and provide them to the CITY for production. In the event ARTIST believes said records need to be protected from disclosure, it may, at ARTIST’S own expense, seek judicial protection. ARTIST shall indemnify, defend, and hold harmless the CITY for all costs, including attorneys’ fees, attendant to any claim or litigation related to a Public Records Act request for which ARTIST has responsive records and for which ARTIST has withheld records or information contained therein, or not provided them to the CITY in a timely manner. ARTIST shall produce for distribution any and all records responsive to the Public Records Act request in a timely manner, unless those records are protected by court order. The provisions of this section shall survive the expiration or termination of this Agreement. PAGE 3 OF 6 7. Independent Contractor Relationship: ARTIST is retained by CITY only for the purposes and to the extent set forth in this Agreement. The nature of the relationship between ARTIST and CITY shall be that of an independent contractor, not employee. 8. Hold Harmless: ARTIST agrees to release, indemnify, defend, and hold harmless the CITY, elected officials, employees, officers, representatives, and volunteers from any and all claims, demands, actions, suits, causes of action, arbitrations, mediations, proceedings, judgments, awards, injuries, damages, liabilities, taxes, losses, fines, fees, penalties, expenses, attorney’s or attorneys’ fees, costs, and/or litigation expenses to or by any and all persons or entities, arising from, resulting from, or related to the negligent acts, errors or omissions of ARTIST in its performance of this Agreement or a breach of this Agreement by ARTIST, except for that portion of the claims caused by the CITY’s sole negligence. Should a court of competent jurisdiction determine that this agreement is subject to RCW 4.24.115, (Validity of agreement to indemnify against liability for negligence relative to construction, alteration, improvement, etc., of structure or improvement attached to real estate…) 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 ARTIST and the CITY, its officers, officials, employees and volunteers, ARTIST’s liability shall be only to the extent of ARTIST’s negligence. It is further specifically and expressly understood that the indemnification provided in this Agreement constitute ARTIST’s waiver of immunity under the Industrial Insurance Act, RCW Title 51, solely for the purposes of this indemnification. The Parties have mutually negotiated and agreed to this waiver. The provisions of this section shall survive the expiration or termination of this Agreement. 9. Hold Harmless Addendum for Art: ARTIST shall defend, indemnify, and hold harmless CITY, its officers, agents, employees, and assigns, from and against any and all damages, claims, suits, and/or actions arising from any copyright or trademark infringement. 10. Discrimination Prohibited: Except to the extent permitted by a bona fide occupational qualification, ARTIST agrees as follows: ARTIST, and ARTIST’s agents, employees, representatives, and volunteers with regard to ARTWORK performed or to be performed under this Agreement, shall not discriminate on the basis of race, color, sex, religion, nationality, creed, marital status, sexual orientation or preference, age (except minimum age and retirement provisions), honorably discharged veteran or military status, or the presence of any sensory, mental or physical handicap, unless based upon a bona fide occupational qualification in relationship to hiring and employment, in employment or application for employment, the administration of the delivery of ARTWORK or any other benefits under this Agreement, or procurement of materials or supplies. PAGE 4 OF 6 11. Delays: ARTIST is not responsible for delays caused by factors beyond ARTIST’s reasonable control. When such delays beyond ARTIST’s reasonable control occur, the CITY agrees ARTIST is not responsible for damages, nor shall ARTIST be deemed to be in default of the Agreement. 12. Successors and Assigns: Neither the CITY nor ARTIST shall assign, transfer or encumber any rights, duties or interests accruing from this Agreement without the written consent of the other. 13. Notices: Any notice required under this Agreement will be in writing, addressed to the appropriate party at the address which appears below (as modified in writing from time to time by such party), and given personally, by registered or certified mail, return receipt requested, by facsimile or by nationally recognized overnight courier service. Time period for notices shall be deemed to have commenced upon the date of receipt, EXCEPT facsimile delivery will be deemed to have commenced on the first business day following transmission. Email and telephone may be used for purposes of administering the Agreement, but should not be used to give any formal notice required by the Agreement. CITY OF RENTON Chip Vincent CED Administrator 1055 South Grady Way Renton, WA 98057 Phone: (425) 430-6588 cvincent@rentonwa.gov Fax: (425) 430-7300 ARTIST Alexander Codd [Contact information provided below signature line] 14. Discrimination Prohibited: Except to the extent permitted by a bona fide occupational qualification, ARTIST agrees as follows: A. ARTIST, and ARTIST’s agents, employees, representatives, and volunteers with regard to the Work performed or to be performed under this Agreement, shall not discriminate on the basis of race, color, sex, religion, nationality, creed, marital status, sexual orientation or preference, age (except minimum age and retirement provisions), honorably discharged veteran or military status, or the presence of any sensory, mental or physical handicap, unless based upon a bona fide occupational qualification in relationship to hiring and employment, in employment or application for employment, the administration of the delivery of Work or any other benefits under this Agreement, or procurement of materials or supplies. PAGE 5 OF 6 B. ARTIST will take affirmative action to insure that applicants are employed and that employees are treated during employment without regard to their race, creed, color, national origin, sex, age, sexual orientation, physical, sensory or mental handicaps, or marital status. Such action shall include, but not be limited to the following employment, upgrading, demotion or transfer, recruitment or recruitment advertising, layoff or termination, rates of pay or other forms of compensation and selection for training. C. If ARTIST fails to comply with any of this Agreement’s non-discrimination provisions, the CITY shall have the right, at its option, to cancel the Agreement in whole or in part. D. ARTIST is responsible to be aware of and in compliance with all federal, state and local laws and regulations that may affect the satisfactory completion of the project, which includes but is not limited to fair labor laws, worker's compensation, and Title VI of the Federal Civil Rights Act of 1964, and will comply with City of Renton Council Resolution Number 4085. 15. Other Provisions: A. Sole and Entire Agreement. This Agreement contains the entire agreement of the Parties and any representations or understandings, whether oral or written, not incorporated are excluded. B. Amendment and Modification. This Agreement may be amended only by an instrument in writing, duly executed by both Parties. C. Successors and Assigns. Neither CITY nor ARTIST shall assign, transfer or encumber any rights, duties or interests accruing from this Agreement without the written consent of the other. D. Conflicts. In the event of any inconsistencies between ARTIST proposals or ARTIST- prepared exhibits and this Agreement, the terms of this Agreement shall prevail. E. Governing Law, Jurisdiction, and Venue. This Agreement shall be made in and shall be governed by and interpreted in accordance with the laws of the State of Washington and the City of Renton. Any lawsuit or legal action brought by any party to enforce or interpret this Agreement or any of its terms or covenants shall be brought in the King County Superior Court for the State of Washington at the Maleng Regional Justice Center in Kent, King County, Washington, or its replacement or successor. F. Counterparts. The Parties may execute this Agreement in any number of counterparts, each of which shall constitute an original, and all of which will together constitute this one Agreement. Approved by Leslie Clark via 5/3/2021 email 6/8/2021 Exhibit A-1 GGoals and background of the project: The project is a partnership between the City of Renton (CITY) and visual artist, Alexander Codd (Artist). The Artist will create an artistic design in mural form to be installed by others on the back of the stands at Liberty Park, a property owned by CITY. The mural will face Houser Way N and be visible for I-405. The mural celebrates the history of iconic athletic figures and the faces of Renton. The proposed design captures the likenesses of local Renton citizens and celebrates the diversity and character of the community. The design speaks to the way that sports bring people together. The successes of our athletes are really the successes of the community. The proposed design celebrates these moments because they are moments that we share together. The athletes and families of athletes who have passed have all consented to the use of their likeness in the art piece. The project was met with excitement and support from these individuals, many of whom still live in the area. The proposed design features Henry Moses, Clancy Williams, Aretha Hill, David Riske, Walter Wright, Jerry Belur and Frank Reed. Obligations: Location. The mural will be painted on wooden panels and installed on the back of the stands at Liberty Park facing Houser Way N and I-405 (located at 1400 Houser Way N). The Artist will paint the mural on the panels, but the panel installation will be performed by others under a separate contract with the CITY. Timing. The Artist shall complete the mural panels as soon as reasonably practicable after receiving a written notice to proceed from CITY after this Agreement’s execution. The Artist acknowledges that CITY reserves the right to control the mural installation through a separate contractual arrangement with selected installers. The Artist acknowledges that installation of the panels is in CITY’s sole discretion. Removal. The Artist agrees that CITY has and reserves all rights to maintain, alter, remove, repair, and/or replace the mural at CITY’s discretion and for any or no reason and with or without notice to the Artist. Final Design. The final design (as indicated below) will be painted in three panels, and intended for installation on the back of the stands at Liberty Park. The three panels will measure approximately 10ft x 16ft each. It is intended that the panels will be attached to the center panels of the stands. The Artist shall use a weatherizing exterior product and clear coat varnish to the finished pieces to ensure the longevity of the panels. Exhibit A-1