APPROVED BLD PLN RESUB2 BLD2023-0003+CONTRACT+1.18.2023_10.57.54_AM+3320173RESUB
Jan 18 2023
CITY OF EDMONDS
DEVELOPMENT SERVICES
DEPARTMENT
awe
art walfc ecfmonds
APPROVED BY PLANNING
Jan 13 2023
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BLD2023-0003 CONTRACT FOR SERVICES
Art Walk Edmonds, a 501 [c} (3} non-profit organization seeks to sponsor artwork that will enhance the overall
character and atmosphere of Edmonds' downtown core and support a welcoming environment. The design of
the mural should take into consideration the location of the wall, the architecture of the structure, the viewing
angles of the surface and the impact on the surrounding area.
This Agreement is entered into by and between Art Walk Edmonds, hereinafter referred to as the "CLIENT" and
Pai a Pettibon hereinafter referred to as the "ARTIST" for producing one in the series.
1. Scope of Services to be performed by the ARTIST
a. The ARTIST shalt porform al! services and fiurnish materials as necessary for the design and fabrication of
the Artwork.
b. The ARTIST shall determine the artistic expression, design and materials of the Artwork based upon
discussions with the CLIENT.
c. The ARTIST shall attend design and fabrication coordina#ion meetings by phone, email or in person if
needed, with the CLIENT, business owner, and building owner, as appropriate, to communicate about
the Artwork and to ensure appropriate integration and/or installation of the Artwork.
d. The ARTIST shall design, fabricate, deliver/#ransfier title, and install the Artwork as agreed upon in
discussions with the CLIENT.
e. The ARTIST shall procure and maintain for the duration of the Agreement, insurance against claims far
injuries to persons or damage fo property which may arise from or in connection with the performance
of the work hereunder by the ARTIST.
f. The ARTIST must create the artwork within an all-inclusive budget. This budget includes all costs
associated with the design, fabrication, delivery and installation of the artwork The artist fee
includes design, fabrication, supervision, installation verification, artist travel, administration,
liability insurance, and tax.
2. Compensation
a. Services will be paid at the rate set forth in Exhibit I, not to exceed a maximum of $2p,000, including ail
fees, taxes and reimbursable expenses.
b. It is understood that the CLIENT has no obligation whatsoever with respect to sales commissions or any
agreements with galleries or other artists with whom the ARTIST may contract now or in the future.
c. The ARTIST shall complete and provide a W-9 form (request far Taxpayer Identification Number and
Certification} fo the CLIENT prior to or along with the first billing invoice. Na payrr�ent will be issued
without a Taxpayer Identification Number and an invoice from the ARTIST.
3. Revisions &Change Orders
a. The CLIENT shall serve as the Creative Director, guiding the ARTIST in the initial design of the project.
The ARTIST agrees to take direction from the CLIENT on proposed changes to initial design concept.
The CLIENT retains the right to 3 (three} revisions to arrive at a final approved design_
b. Change Order Requests Design: Any revisions and/or changes after 3 {3} revisions will be evaluated
for viability, cast and schedu€e impact by the ARTIST. If there are any costs and schedule impacts to
the project they shall be presented to the CLIENT in writing for review and approval before
commencing work.
P_O. Box 62, Edmonds, WA 98020 I www.artwaikedmonds.corr� j �I25.298.7947 I info�?artwalkedrr�onds.com
Art Waik Edmonds is a Sit [c)3 nonprofit arts arganizafion.
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art walk erfmonds
c. Change Order Requests during implementation: The ARTIST is responsible for careful understanding
of the existing building and dimensions for mural prior to estimation and entering into contract
agreement with the CLIENT. If any unforeseen circumstances should arise during the execution
phase of the projec#, the ARTIST shall alert the CLIENT in writing before continuation of work. Only
CLIENT approved change orders shall be executed by the ARTIST.
4. Term
The term of this Agreement shall commence September 27, 2022 and end at midnight on the 3 f st day
of December 2fl22.
5. Ownership /Title
a. Full title and rights to the Artwork design shall pass to the CLIENT upon the CLIENT'S final payment for
the design phase. ARTIST may not duplicate the design Artwork for which the CLIENT paid the
ARTIST. CLIENT fully owns the design, drawings, and specifications afi that time.
b. Title fo the Artwork itself shall pass to the CLIENT upon the delivery of Artwork to the CLIENT, and
payment for that portion of fhe agreement as per the terms of Exhibit I.
6. Warranty
a. The ARTIST warrants that the Artwork is the original product of the ARTIST'S own creative
efforts.
b. The ARTIST shall deliver the Arfwork to the CLIENT free and clear of any liens and claims arising from
any source whatsoever.
c. The ARTIST warrants that the execution and fabrication of the Artwork will be performed in a
professional manner; and the Artwork 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.
d. The ARTIST shall guarantee the Artwork from faults of material and workmanship for four (4) years
from the dale of installation. The ARTIST is not responsible for damage due fo vandalism, natural
disaster or accidents or other events beyond the ARTIST'S control.
6. Independent Contractor Relationship
a. The nature of the relationship between the ARTIST and the CLIENT during tho period of the services
shall be that of an independent contractor, not employee.
b. The ARTIST, not the CLIENT, shall have the power to control and direct the details, manner or means
of services. Specifically, but not by means of limitation, the ARTIST shall have no obligation to work
any particular hours or particular schedule and shall retain the right to designate the means of
performing the services covered by this Agreement.
c. The CLIENT shall not lae 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 ARTIST or any employee of the ARTIST.
7. Artist's Rights
a. The CLIENT agrees to reasonably assure that the Artwork is properly maintained and protected. This
does not preclude the CLIENT'S right to move the Artwork ar remove it from display.
P.O. Box 62, Edmonds, WA 9802L� � www.artwalkedmonds.corr� � 425.298.7947 i info�artwalkedmonds.com
Art +!Valk Edmonds is a 50i (c�3 nonprofit arts organiza#ion.
pg. 2
art walk edmonds
b. The CLIENT will endeavor not to modify the artwork, ff an alteration should occur, the Artwork will no
longer be represented as a work of tho Artist, without the Artist's written permission.
c. For all repairs and restorations, ather than ordinary maintenance, to the extent practical, the ARTIST
shall be given the opportunity to accomplish such repairs and restorations at a reasonable fee. if
the CLIENT and ARTIST cannot agree regarding repairs, the CLIENT may accomplish such repairs as it
deems necessary.
d. Nothing in this contract shall be construed so as to impose obligation on the part of the CLIENT as to
method of sale or disposal and any determination relating to the method of safe or disposal.
e. The ARTIST agrees to notify the CLIENT of changes in the Artist's address and failure to do so
shall be deemed a waiver of the Artist's rights enumerated in the paragraphs above.
f. Once the CLIENT has paid for fhe commission/design of the Artwork, and purchased the original
Artwork, the ARTIST agrees Michael McMurray owns the full legal rights fo the specific design
purchased and ARTIST may not sell this design to any other individual or entity.
g. I-lawever, the CLIENT authorizes ARTIST fo make photographs, drawings or other two-
dimensional reproductions of Artwork fully purchased by the CLIENT without prior consent of
the CLIENT if utilized for the sole use for Artist's portfolio, advertising, marketing, brochures or
similar material through any medium.
8. Termination
a. The CLIENT reserves the right to terminate or suspend this Agreement at any time, due to
unanticipated causes, such as natural disasters, legal issues, etc.; by giving fourteen [ 14) days
written notice to ARTIST if
l . the ARTIST substantially breaches any duty, obligation, or service required pursuant to this
contract; or
2. the duties, obligations, or services required herein became impossible, illegal, or not feasible.
3. Expected ar actual funding is limited in any way prior to the termination date set faith above
b. In the event this Agreement is terminated by the CLIi~NT,
1. the ARTIST shall be entitled to payment for all hours worked and reimbursable expenses
incurred to the effective date of termination, less all payments previously made; and
2. all rights to the ARTIST'S Work shall revert to the ARTIST and fhe CLIENT shall not have the right
to construct the Artist`s work. This provision shall not prevent the CLIENT from seeking any legal
remedies it may have for the violation or nonperformance of any of the provisions of this
Agreement and any such charges due the CLIENT shall be deducted from the final payment
due the ARTIST.
9. Risk of Loss
The risk of lass or damage to the artwork shall be borne by the ARTIST until final acceptance, and the
ARTIST shall take such measures as are necessary to protect the artwork from loss or damage until final
acceptance, provided that the risk of loss from vandalism shall be borne by the CLIENT for any portion
of the artwork subsequent to installation but prior to final acceptance.
10. Hold Harmless
a. The ARTIST shall defend, indemnify, and hold the CLIENT, its officers and volunteers harmless from
any and all claims, injuries, damages, losses or suits including attorney fees resulting from the
negligent, gross negligent and/or intentional acts, errors or omissions of the ARTIST, its agents or
employees arising out of or in connection with the performance of this Agreement, except for
injuries and damages caused by the sole negligence of the CLIENT.
f'.O. Box 62, Edmonds, WA 98Q20 j www.artwalkedmonds.com 142�.298.7947 � info:�?ariwaikedrr�onds.corn
Art Wall: Edrr�onds is a 5tJl (c)3 nonprofit arts organization.
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art walk edmonds
b. Should a caur# of competentjurisdictiondetevmine that this Agreement is subject to RCW 4.24.f 15,
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 fhe CLIENT, its
officers and volunteers, the ARTIST'S Lability hereunder shall be only to the ex#en# of the ARTIST'S
negligence. It is further specifically and expressly understood #hat the indemnification provided herein
constitutes the ARTIST'S waiver of immunity under Industrial Insurance, Title 51 RCW, solely for the
purpose of this indemnification.
11. Entire Contract/Waiver of Detault
a. The parties agree that this contract is the complete expression of the terms hereto and any oral
representations or understandings not incorporated herein are excluded. Both parties recognize
that lime is of the essence in the performance of the provisions of this contract
b. Waiver of any default shall not be deemed to be a waiver of any subsequent default.
c. Waiver of breach of any provision of the contract shalt not be construed to be a modification of fhe
terms of the contract unless stated to be such through written approval by the CLIENT, which shall
be attached to the original contract.
CLIENT:
Signature � — �-_.
Print name
Title � cud"`
Date � � �,.�-�..
ARTIST: �"`1
Signature ° � '�
Print n/a� Gi G _ -� t QL�
Tifie !� � �l
Date � Z `� I'Z �..
P.Q. Box 62, Edmonds, WA 98020 I www.artwalkedmands.com � 425.298.7947 � info@artwalkodmonds.corri
Ari Walk Edmonds is a 501(cj3 nonprofit arts organization.
pg. 4
art walfc edmonds
��H�B�r i
Scope of Service
A. Definitions
ARTIST: Paige Pe#tibon
CLIENT: Art Walk Edmonds
51TP: 550 Main St
WALL: Upper Past-1=acing Wall
WORK: Mural will be painted on metal panels to be installed by construction crew
B. General
The ARTIST shall be responsible for all services and furnish all supplies, materials, and equipment
as necessary for the design, wall preparation, and execution of fhe artwork. This will include
sealing fhe WORK at the SITE, as previously determined by the ARTIST, ART WALK 1=DMONDS
and BUILDING OWNERS.
The WORK is described as follow: The ARTIST shall be responsible for fhe design creation,
site preparation and installation of artwork on the wall described in section A as
approved by the CLIENT. Final design will be presented to the CLIENT for approval.
C. Execution of Work
The ARTIST shall approach the design and execution of the work in accordance with the
proposed process and timeline which was agreed upon by both ARTIST and CLIENT, including
any additional or updated plans when mutually approved.
] . The ARTIST shall provide all labor and materials necessary to:
• Design a mural acceptable to CLIENT and BUILDING OWNERS
• Prepare the wall to accept a new mural
• Produce and complete a finished work of art (mural] an the WALL.
• Seal the mural
• Submit Maintenance Document
2. The ARTIST shall coordinate the schedule for implementation and completion of work
with CLIENT.
3. The CLIENT shall have the right to review the WORK at reasonable times during the process.
D. Payment Schedule
Payment l: $1000 Deposit for project initiation, design meetings with CLIENT
and agreement of design concept
Payment 2: $9000 upon CLIENT'S acceptance of final design
Payment 3: $10,000 upon completed delivery, installation, and transfer of artwork title.
Invoices are required before payment can be processed.
P.O, Box 62, Edmonds, VJA 98020 j www.arfwaikecEmands.com 1425.298.7947 j info�artwaikedmonds.com
Art Walk Edrr3onds is a 501 jc)3 nonprofit arts organization.
pg. 5