Brian Borrello ~ C130080 City of Tigard
CONTRACT CHANGE ORDER 13125 SW Hall Blvd.
ORDER/ Tigard,Oregon 97223
AMENDMENT SUMMARY FORM Phone- (503) 639-4171
7TIGARD Fax- (503) 684-7297
www. a d- r. ov
Project Title: DOWNTOWN GATEWAYS PUBLIC ART Pro'ect Mana er: Sean Farrell
Contractor: Brian Borrello, Inc. Ori ' al Contract#: C130080
Effective Dates: 1/8/13 to 6/30/15 ChanRe Order/Amendment Amount:
Accounting String: 940-8000-56005 1 Amendment Percentage Running Total:
AMENDMENT DETAILS
Change effective date and duration to December 31, 2015
CHANGE ORDER DETAILS UNIT QTY UNIT$ TOTAL$
REASONING FOR CHANGE ORDER/AMENDMENT
Delay in project construction
REQUESTING PROJECT MANAGER APPROVI ITY STAFF
Sean Farrell
Signature - --- -_ _ - Simature - -- — --
Date Date
Contractor is hereby authorized by the City-of Tigard to perform CONTRACTOR
the additional work described below in accordance with the terms
and conditions detailed in the original contract along with all
applicable rules, regulations, and laws that may be in effect for Signature
the work. The unit pricing in the original contract shall apply to
all additional work. A copy of this form, once completed, is to
be forwarded to the Purchasing Office to ensure all changes to
the encumbrances are met. Remember—the cumulative total
of Amendments cannot exceed theproject's FY budget. Date
f �
CITY OF TIGARD,OREGON
AMENDMENT TO CONTRACT
DOWNTOWN GATEWAYS PUBLIC ART C130080
AMENDMENT #3
The Agreement between the City of Tigard, a municipal corporation of the State of Oregon, hereinafter
called City, and Brian Borrello, hereinafter referred to as Contractor, entered into on the 8th day of January,
2013,is hereby amended as follows:
Effective Date and Duration
This Agreement shall become effective upon signature by both parries and shall expire, unless otherwise
terminated or extended, on the 31st of December,2015.
IN WITNESS WHEREOF, City has caused this Amendment to be executed by its duly authorized
undersigned officer and Contractor has executed this Amendment upon signature and date listed below.
CITY OF TIGARD BRIAN BORRELLO,INC.
i, ✓�
Signature Signature
Printed Name Printed Name
Date Date
CITY OF TIGARD,OREGON
AMENDMENT TO-CONTRACT
DOWNTOWN GATEWAYS PUBLIC ART C130080
AMENDMENT #1
The Agreement between the City of Tigard, a municipal corporation of the State of Oregon, hereinafter
called City,and Brian Borrello hereinafter referred to as Contractor,entered into on the 8th day of January,
2013,is hereby amended as follows:
COMPENSATION
I City agrees to pay Artist an ainount not to exceed S-S;if�v 44tous&cit1 Not 110 PoRars- E,�,+►tit i�4�;.
for perfornnance of those services described itn this
Agreement. Payment shall be payable within thirty (30) days from the date of receipt by the City.
Phase 1.Artwork Proposal Development Contract:$6,000
Payment#1: $2,000. Upon signing of contract to begin orientation to the project,research,development of
design concept
Payment #2: %000. Upon approval of design by art selection committee, City Center Advisory
Commission,and/or the City Center Development Agency Board and receipt of.
A. Proposal that includes description of concept, imagery, location, imiterials and dimensions; material
samples and data sheets;scale renderings or maquette and lighting plan
Payment#3: $2,000. Upon approval of a design alternative by fine art selection committee, City Center
Advisory Commission,and/or the City Center Development Agency Board and receipt of-
A.
fA. Proposal that includes description of concept, imagery, location., materials and dimensions; material
samples and data sheets;scale renderings or maquette and lighting plan
B. Budget inclusive of all costs to design, fabricate and-install the artwork, including-required-insurance and
5-10°o contingency
C.Preliminary artwork schedule,from approval of final design to installation
Payment#4: $1,000. Upon acceptance of the proposal by the City.
EFFECTIVE DATE AND DURATION
This Agreement shall become effective upon 8th of January, 2013 and shall expire, unless odnerwise
terminated or extended,on 34ste#Deeeffibef, 2013: _ All work under this Agreement shall be
completed prior to the expiration of this Agreement. _
IN WITNESS WHEREOF, City has caused this Amendment to be executed by its duly authorized
undersigned officer and Contractor has executed this Amendment upon signature and date listed below.
CITY OF TIGARD BRIAN)BoRRELLo
Signature Signature
Sean Farrelly Date Brian Borrello Date
City of Tigard
13125 Std'Hall Blvd.
` CONTRACT CHANGE ORDER/ Tigard,Oregon 97123
AMENDMENT SummARY FORM
Phone- (503) 639-4171
� Fax- (503)68-1-7297
9 ,-. ' td-or.7c>v
Project Title: DOWNTOWN GATEWAYS PUBLIC ART Project Manager: Sean Farrell
Contractor: Brian Borrello, Inc. Original Contract#: C130080
Effective Dates: Chane Order/Amendment Amount: $18,000
Accounting String: 940-8000-56005 Amendment Percentage Running Total: 33.3 °o
AMENDMENT DETAILS
Increase Phase 2 not to exceed budget b $18,000 from$56,000 - $74,000) for additional costs of materials and
fabrication for the CCDA Board approved art concept.
Change contract expiration to June 30,2015, from June 30, 2014.
CHANGE ORDER DETAILS UNIT QTY UNIT$ TOTAL,$
REASONING FOR CHANGE ORDER/AMENDMENT
CCDA Board directed artist to develop new concepts. The "Petals" concept that was approved by the CCDA
Board in January 2014 had higher materials and fabrications costs than the original alternative.
REQUESTING PROJECT MANAGER APPROVING CITY STAFF
Sean Farrell)- i /-
Signature Signature
4-
Date Date
Contractor is hereby authorized by the City of Tigard to perform CONTRACTOR
the additional work described below in accordance with the terms
and conditions detailed in the original contract along with all
applicable rules, regulations, and laws that may be in effect for Signature
work. The unit pricing in the original contract shall apply to
all additional work. A copy of this form, once completed, is to
be forwarded to the Purchasing Office to ensure all changes to
the encumbrances are met. Remember—the cumulative total
of Amendments cannot exceed the project's FY budget. Date
CITY OF TIG.ARD,OREGON
AMENDMEti r'rO CONTRACT
DOWNTOWN GATEWAYS PUBLIC ART C130080
AMENDMENT#2
The Agreement between the City of Tigard, a municipal corporation of the State of Oregon, hereinafter
called City,and Brix-w Borrello,hereinafter referred to as Contractor,entered into on the 8th day of January,
2013,is hereby amended as follows:
Compensation for Phase 2 Artwork Fabrication Contract
Increase not to exceed budget by$18,000(from$50,000 to $74,000.)
Payment#1:$4,000. Upon signing of this contract
Pavrnent#2: $20,000. Upon receipt by the City of-
A.
fA. Engineered drawings signed by a structural engineer licensed in the State of Oregon.Drawings
to include drawing of artwork components with attachment points and hardware;technical
installation,drawing of anchor system and hardware;technical drawing of foundation/footnig
B. Conservation review of design,engineering and all materials and finishes,anticipated routine and
special maintenance and artwork life expectancy.A plan for incorporating review
recommendations into the design,revised timeline and budget
C. Lighting plan
D. Model releases and/or permissions for copyrighted material incorporated into artwork where
applicable
E.Insurance certificates as required
F.`Welding certificates and welding inspection plan,if applicable
G. Participation in des' integration of sculpture into the landscape design acid delA ry of
conceptual plan for the Downtown Tigard stone urall elements
H.Delivery from the City of Notice to Proceed
Payment 3:$15,000. Upon determination of 50%completion of artwork as evidenced by significant material
construction or assembly and confirmed by representatives of the City
Payment 4: $20,000. Upon determination of 100% completion of both elements of the artwork and its
delivery to City designated storage facility; specification of text for plaque and identification of plaque
placement location
Payment 5: $10,000. Upon installation of both sculptures on same day.
Payment 6: Final Payment: $5,000. Upon City of Tigard acceptance, final paperwork, including permanent
record forms, conservation and maintenance forms, professional-quality photography, and participation in
dedication events if required.
Effective Date and Duration
This Agreement shall become effective upon signature by both parties and shall expire, unless otherwise
terminated or extended,on the 30th of June,2015.
1
IN WITNESS ATIEREOF.. Citi has causal flits Amendanent to be executed by its duly aaatliora7.ed
undersigned officer and Contractor has executed this Amendment upon signature and date listed below_
CITY OF TIGARD BRIAN BORRELLO,INC.
z
Signature n Sigratt<art2 2 1
Pruited \,'.ime Printed Hama:
Datt Date
I
C, IzC--,0g7D
i
t •
CITY OF TIGARD,OREGON
ARTISTAGREEMENT
Downtown Gateway Public Art
THIS AGREEMENT made and entered into this 1"day of May,2013,by and between the City of
Tigard, a murucipal corporation of the State of Oregon, hereinafter called City, and Brian Borrello,
hereinafter called Artist,collectively herema-fter called the Parties
RECITALS
WHEREAS, City, by and through its City Center Development Agency, has need for the services
of an individual or firm with a particular training, ability, knowledge, and experience possessed by
Artist,and
WHEREAS, City has determined that Artist is qualified and capable of performing the professional
services as City does hereinafter require,under those terms and conditions set forth,and
WHEREAS,the Artist is familiar with the nature of the site and the general surroundings where the
art work is to be installed,and
WHEREAS, the Artist has satisfied himself as to the amount and source of the funds available to
purchase the work and for all of Artist's services contemplated by this Agreement from negotiation
of final design to installation within the time and price]mutations set by the City,
THEREFORE, in consideration of those premises as generally recited and in consideration of
each party's performance of the terms and conditions of this Agreement as they run to the benefit
of the other party,the Parties agree as follows:
SCOPE OF WORK
Artist shall initiate services on 8th of January, 2013, upon receipt of City's notice to proceed,
together with an executed copy of this Agreement. Artist agrees to complete work that is detailed in
Exhibit A—Scope of Work and by this reference made a part hereof
EFFECTIVE DATE AND DURATION
This Agreement shall become effective upon 8th of January,2013 and shall expire,unless otherwise
terminated or extended, on 31st of December, 2013. All work under this Agreement shall be
completed prior to the expiration of this Agreement.
COMPENSATION
City agrees to pay Artist an amount not to exceed Sixty Thousand and No/100 Dollars ($60,000 00)
for performance of those services described in this Agreement This scope specifies work to be
done by the Artist m two severable phases described in this section,whereby City may grant notice
to the Artist to proceed on the second phase only after the parties have successfully completed the
first phase Payments shall be made in accordance with the Phases detailed in Exhibit A and will be
made based on Artist's invoice,subject to the approval of the City's Project Manager. Payment shall
be payable within thirty (30) days from the date of receipt by the City
CONTACT INFORMATION
All notices,bills,and payments shall be made in writing and may be given by personal delivery,mail,
or fax Payments may be delivered by personal delivery,mail,or electronic transfer. The following
addresses and contacts shall be used to transmit notices,bills,payments,and other information-
CITY OF TIGARD BRIAN BORRELLO,INC
Attn Sean Farrelly
Address 13125 SW Hall Boulevard Address P O Box 17040
Tigard,Oregon 97223 Portland,OR 97217
Phone (503) 718-2477 Phone- (503) 754-5595
Fax (503) 284-7297 Fax-
Email. sear tYgard-or gov Email bean@brianborrello com
ARTISTAs INDEPENDENT CONTRACTOR
Artist acknowledges that for all purposes related to this Agreement,Artist is and shall be deemed to be
an independent contractor as defined by ORS 670 600 and not an employee of City, shall not be
entitled to benefits of any kind to which an employee of City is entitled and shall be solely responsible
for all payments and taxes required by law Furthermore,in the event that Artist is found by a court of
law or any administrative agency to be an employee of City for any purpose, City shall be entitled to
offset compensation due,or to demand repayment of any amounts paid to Artist under the terms of
this Agreement, to the full extent of any benefits or other remuneration Artist receives (from City or
third party) as a result of said finding and to the full extent of any payments that City is required to
make (to Artist or to a third party) as a result of said finding
Artist acknowledges that for all purposes related to this Agreement,Artist is not an officer,employee,
or agent of the City as those terms are used in ORS 30 265
INDEMNIFICATION
City has relied upon the professional ability and trammg of Artist as a material inducement to enter into
this Agreement Artist warrants that all its work will be performed in accordance with generally
accepted professional practices and standards as well as the requirements of applicable federal,state and
local laws,it being understood that acceptance of a Artist's work by City shall not operate as a waiver or
release
Artist and City agree to indemnify and defend the other,and the other's officers,agents and employees
and hold them harmless from any and all liability,causes of action,claims, losses,damages, judgments
or other costs or expenses including attorney's fees and witness costs and (at both trial and appeal level,
whether or not a trial or appeal ever takes place) incurred by the party being indemnified resulting from
the indemnifying party's acts (or failure to act when action is appropriate) that may be asserted by any
person or entity which in any way arse from or relate to this Agreement or the performance of
obligations under this agreement, except liability arising out of the sole negligence of the party being
indemnified The indemnification by Artist of the City shall also cover clauns brought against the City
under state or federal worker's compensation laws If any aspect of this indemnity shall be found to be
P"
illegal or invalid for any reason whatsoever,such illegality or invalidity shall not affect the validity of the
remainder of this indemnification
INSURANCE
Artist shall maintain insurance acceptable to City in full force and effect throughout the term of this
contract Such insurance shall cover all risks ansing directly or indirectly out of Artist's activities or
work hereunder
The policy or policies of insurance maintained by the Artist shall provide at least the following limits
and coverages
L Commercial General Liability Insurance
Artist shall obtain, at Artist's expense, and keep in effect during the term of this contract,
Comprehensive General Liability Insurance covering Bodily Injury and Property Damage on
an "occurrence" form (1996 ISO or equivalent) This coverage shall include Contractual
Liability insurance for the indemnity provided under thus contract The following insurance
will be carred
Coverage Limit
General Aggregate 2,000,000
Products-Completed Operations Aggregate 500,000
Each Occurrence 1,000,000
Fire Damage (any one fire) 50,000
Medical Expense (any one person) 5,000
2. Commercial Automobile Insurance
Contractor shall also obtain, at contractor's expense, and keep in effect during the tern of
the contract, Commercial Automobile Liability coverage including coverage for all owned,
hired,and non-owned vehicles The Combined Single Limit per occurrence shall not be less
than $500,000.
3. Insurance Carrier Rating
Coverages provided by the Artist must be underwritten by an insurance company deemed
acceptable by the City The City reserves the right to reject all or any insurance carrier(s)
with an unacceptable financial rating
4. Certificates of Insurance
As evidence of the insurance coverage required by the contract, the Artist shall famish a
Certificate of Insurance to the City No contract shall be effected until the required
cemficates have been received and approved by the City
The procuring of such required insurance shall not be construed to limit Artist's liability hereunder
Notwithstanding said insurance,Artist shall be obligated for the total amount of any damage,injury,or
loss caused by negligence or neglect connected with this contract
TERMINATION
In addition to any other remedies available to it, either party may terminate this agreement on the
other's material breach, repudiation, default or excessive delay in performance Material breach of
contract includes but is not limited to any willful failure or refusal to perform a party's obligations
under this agreement according to all applicable terms and conditions Repudiation is any act that
would cause a reasonable person to believe that a parry's failure or refusal to perform its obligations
is imminent or evident Default by Artist shall include his failure to supply enough properly skilled
workers, proper materials or adequate equipment for efficient prosecution of the work, failure to
promptly pay subcontractors or suppliers, or, disregard of applicable law, the terms of any pemut
issued for the work,or the express instructions of City,or,appointment of a receiver because of the
Artist's insolvency, or being adjudged bankrupt and the court orders termination, or, making a
general assignment for the benefit of creditors Default by City may include City's failure to prepare
the site for the installation of the work,to the extent that City has obligated itself to do so,and City's
failure to make progress payments to Artist when due according to this Agreement
Any termination for breach, repudiation or default may not proceed until the complaining party
gives the other not less than seven (7) calendar days advance written notice of the act complained of
and if the act is not cured within that time, the complaining party may deem this agreement
terminated Upon such event Artist shall immediately cease all activity on the work, unless City
directs otherwise,and Artist shall peacefully surrender to City the rights to all work accomplished as
of the date of temunation,all property that would constitute a deliverable under this contract if the
work were completed,all materials purchased for- but not yet incorporated into the work for which
City has paid Artist and any all items in Artist's possession that are unique to and necessary to
complete the work
In case of termination resulting from City's breach,repudiation or default, City shall be obligated to
pay Artist the contract value of all work performed as of the date of termination but shall not be
liable for Artist's incidental or consequential damages including lost business opportunity or lost
profit In case of termination resulting from Artist's breach, repudiation or default Artist shall be
liable to City for all amounts paid by City to Artist in excess of expenses already incurred City may,
in addition to any other remedy, proceed to finish the work by whatever means the City deems
expedient If the execution of the work is delayed by labor disputes, strikes, fire or other external
forces or natural calamities, the tune for completion of the work may be extended by the time
equivalent to such period of delay Nothing in this Agreement is intended to hmrt either party's
remedies for damages resulting from the others repudiation or breach or default.
AGREEMENT MODIFICATIONS,EXTRA,AND DISPUTED WORK
Modifications to this Agreement are valid only if made in writing and signed by all parties
If Artist , in the course of work, considers that part of the work is outside of the Scope of Work as
detailed in Exhibit A of this Agreement, the Artist shall immediately give notice to the City and
obtain City's written directions before performing the extra or disputed work Within ten (10)
calendar days following such written direction, Artist shall file with the City a written summary of
the work the Artist is claiming to be extra or disputed,including an itemization of any extra costs the
Artist has or will incur as a result Artist understands that the price agreed on for the work
represents the maximum amount available to and allocated by City for the work and that the costs
of any extra and disputed work will likely result in reducing the scope of other portions of the work
to be performed by Artist by a corresponding sum Artist agrees to negotiate any and all such
reduction in scope in good faith
OWNERSHIP OF WORK PRODUCT
In consideration of City's payments, all work product that is accomplished when Artist's right to
periodic payment accrues and that is contemplated by that payment, including but not hmrted 'to
designs,drawings,plans,specifications and tangible property in transit,on site or in place shall become
City's exclusive property and shall remain in City's possession for not less than 2 years following City's
acceptance of the finished work, after which time Artist may request return of studies, drawing,
designs,maquettes and models
Except for where this Agreement provides otherwise Artist shall retain all copyright to the completed
work Artist represents that the work in its final dimension shall be unique and original and that the
work or a substantially similar work has not been sold or installed in any other place open to the public
Artist agrees not to make,cause or allow to be made any further commercial use or reproductions of
the work without City's prior written consent. Artist hereby grants to City an irrevocable, perpetual
license to make and to distribute reproductions of the work in any mechum and to authorize others to
do the same so long as all such reproductions bear a copyright notice in the form prescribed by federal
law
GOVERNING LAW
Artist shall comply with all applicable federal,state and local laws,and rules and regulations on non-
discrimination in employment because of race, color, ancestry, national origin, religion, sex, marital
status, age, medical condition or disability The provisions of this Agreement shall be construed in
accordance with the provisions of the laws of the State of Oregon All provisions required by ORS
Chapter 279 to be included in a contract of this type are incorporated into this Agreement as though
fully set forth herein Any action or suits involving any question arising under this Agreement must be
brought in the appropriate court of the State of Oregon
COMPLETE AGREEMENT
This Agreement and attached exhibit constitutes the entire Agreement between the parties No waiver,
consent, modification, or change of terms of this Agreement shall bind either party unless in writing
and signed by both parties Such waiver,consent,modification, or change if made, shall be effective
only in specific instances and for the specific purpose given There are no understandings,agreements,
or representations, oral or written, not specified herein regarding this Agreement Artist, by the
signature of its authorized representative, hereby acknowledges that he/she has read this Agreement,
understands it and agrees to be bound by its terms and conditions.
IN WITNESS WHEREOF, City has caused this Agreement to be executed by its duly authorized
undersigned officer and Artist has executed this Agreement on the date hereinabove first written
CITY OF TIGARD ARTIST
By Authorized uty Staff By Brian Borrello
(!5-• R• .10i3 TfZ / 13
Date Date
Exhibit
A
sone of Artist's Work
Total Commission $60,000 inclusive of all design,fabrication and installation
This scope specifies work to be done by the Artist in two severable phases described in this section,
whereby City may grant notice to the Artist to proceed on the second phase only after the parties
have successfully completed the first phase
Phase 1.Artwork Proposal Development Contract: $4,000
Payment #1 $2,000 Upon signing of contract to begin orientation to the project, research,
development of design concept
Payment #2 $2,000 Upon approval of design by art selection committee, City Center Advisory
Commission,and/or the City Center Development Agency Board and receipt of
A Proposal that includes description of concept, inagery, location, materials and dimensions,
maternal samples and data sheets,scale renderings or maquette and hghtnng plan
B Budget inclusive of all costs to design, fabricate and install the artwork, including required
insurance and 5-10%contingency
C Preliminary artwork schedule,from approval of final design to installation
Phase 2.Artwork Fabrication Contract:$56,1�Q
Payment#1 $18,500 Upon receipt by the City of
A Engineered drawings signed by a structural engineer licensed in the State of Oregon Drawings
to include drawing of artwork components with attachment points and hardware, technical
installation,drawing of anchor system and hardware,technical drawing of foundation/footing
B Conservation review of design, engineering and all materials and finishes, anticipated routine
and special maintenance and artwork life expectancy A plan for incorporating review
recommendations into the design, revised tinehne and budget
C Lighting plan
D Model releases and/or percussions for copyrighted material incorporated into artwork where
applicable
E Insurance certificates as required
F Welding certificates and welding inspection plan,if applicable
G. Delivery from the City of Notice to Proceed
Payment#2 $13,400 Upon detemnination of 50%completion of artwork in studio
Payment#3 $9,250 Upon determination of 1001/6 completion of artwork,plaque text and placement
Payment#4 $9,250 Upon 100%installation at site
Payment #5, Final Payment. $5,600 Upon City of Tigard acceptance, final paperwork, including
permanent record forms,conservation and maintenance forms, professional-quality photography, and
participation in dedication events if required
CITY OF TIGARD,OREGON
RIDER TO ARTISTAGREEMENT
DOWNTOWN GATEWAY PUBLIC ART
Rider
The Agreement between the City of Tigard, a municipal corporation of the State of Oregon, hereinafter
called City, and Baan Borrello,hereinafter referred to as Artist, entered into on the 1st day of May, 2013,is
hereby amended as follows
1. Delays
Artist shall not be liable for all incidental and consequential damages resulting,directly or indirectly,from
delays in performance caused by designers,contractors,or agents associated with the gateway elements not
defined as "the Artwork" Artist shall not be liable to City for damages resulting from delays caused by
force majeure or by acts or omissions of City,Architect or the General Contractor,except to the extent
Artist failed reasonably to mitigate such damages
Should the final design include an integrated design and/or construction by others,such as walls,plinths,or
similar architectural or graphic features,the Artist will not be constrained in his timeline or payment
schedule due to errors,omissions,or delays by other designers,trades,or other agents,who may cause delay
or lack of performance to the gateway artwork project
In case of delay in Artist's services through no fault of Artist,including construction delay,the City shall
incur costs for storage of artwork If Artist's work is delayed due to construction delays at the Site or other
delays caused by City or its contractors,so that Artist suffers documented direct cost impacts in the form of
increased costs of materials and/or labor,Artist may apply to the City for reimbursement of those expenses
2. Maintenance
Upon installation,the Artist shall provide City with recommendations for routine maintenance for the work,
including periodic cleaning(permanent record forms) The City will be responsible for ensuring adequate
future maintenance and cleaning of the Work in accordance with the Artist's recommendations.
3. Repairs and Restoration
If the work,once in the City's possession becomes damaged in any way,the City shall first contact the Artist
to see if he can make the necessary repairs,and then contact the necessary agencies or conservators to repair
the work
If the Work needs repair or restoration during the next twenty years,the City may in its reasonable opinion
and to the extent practicable give the Artist the option to conduct or supervise the restoration or repair
subject to the suitable payment terms being agreed with the Artist All repairs or restoration should be made
in accordance with recognized conservation standards
4.Alterations and Modifications to the Work
The design intent of the artist shall be maintained,and the work shall not be altered or modified in any way,
unless approved by the Artist If any significant alteration or modification of the work by others
compromises the original design intent,the Artist may withdraw his authorship and/or his attribution from
the work
If a work is to be relocated or modified,the artist must be notified before the change In the instance that a
work must be removed from the City's collection, the artist must be notified and given the opportunity to
purchase the art from the City In all situations,the rights of the artist will be respected as defined in the
Visual Artists Rights Act of 1990,unless waived by the artist
5.Deaccession/Relocation
In the instance that a work must be removed from the City's collection,the artist must be notified and given
the opportunity to purchase the art from the City In all situations,the rights of the artist will be respected
as defined in the Visual Artists Rights Act of 1990,unless waived by the artist.Should the work be
dismantled or destroyed,the City will offer the artist first right of refusal to accept materials comprising the
work,prior to removal. If,through decay,vandalism or other forces,the Artwork has lost its integrity to
the point where it should be destroyed,the City shall first offer the artwork to artist free of charge
If City intends to take any action with respect to the Site or the Artwork that would Alter the Artwork,
other than routine cleaning and maintenance,the following procedures shall apply
A Notice Where time permits,Commission shall make reasonable good faith efforts to notify Artist at least
20 calendar days prior to authorizing any Alteration of the Artwork,at the last phone number or
address provided by Artist to the Commission's Collections Manager Where time does not permit prior to
Alteration of the Artwork—for example,in cases of public hazard,accident or unauthorized Alteration —
Commission shall notify Artist within 30 calendar days after such Alteration
B Consultation After receiving such notice,Artist shall consult with City to determine whether the
Artwork can be restored or relocated,and to attempt to come to a mutually agreeable plan for disposition of
the Artwork Such consultation shall be without charge by Artist unless otherwise specifically agreed in
writing If City intends to remove the Artwork,Artist shall consult regarding methods to minimize or repair
any Alteration to the Artwork caused by such removal and the potential costs of such removal
C Restoration If the Artwork is Altered,with or without prior notice to Artist,and City intends to maintain
the Artwork on display,City shall make a reasonable good faith effort to engage Artist in the restoration
of the Artwork and to compensate Artist for Artist's time and efforts at fair market value,which may be the
subject of a future Agreement between Artist and City However,City has no obligation under this
Agreement to restore the Artwork to its original condition,to compensate Artist for any restoration work,
or to maintain the Artwork on display If Artist fails or refuses to negotiate with City in good faith with
respect to any restoration,City may contract with any other qualified an conservator or artist for such
restoration During Artist's lifetime,City shall make best efforts not to display or deaccession only a portion
of the Artwork without Artist's consent
D Removal by Artist Where time permits,if City intends to take action that will destroy or significantly
Alter the Artwork,such as destruction of all or part of the Site,and City determines that it will not remove
the Artwork itself,City shall allow Artist to remove the Artwork at Artist's expense within 60 days of notice
from the City of the need to remove the Artwork,in which case title shall revert to Artist If Artist fails
to remove the Artwork within that 60 day period,City may Alter the Artwork in any manner,including
destroying it,in City's sole discretion
E Remedies If City breaches any of its obligations under this Section,Artist's remedies shall be limited as
follows If City inadvertently fails to provide a required prior notice of Alteration,City will provide notice as
soon as it discovers the omission,and before Alteration of the Artwork if that remains possible If City
Alters the Artwork without providing Artist a required prior notice of Alteration,Artist shall be given the
first right of refusal to restore the Artwork at the same location and City shall make reasonable efforts to
provide funding for the restoration If City funds cannot be made available after reasonable efforts are made
to secure such funding,Artist may,but is not obligated to,restore the Artwork at Artist's expense If Artist
elects not to restore the Artwork,City may retain another artist or conservator to restore it,or may Alter
the Artwork in any manner,at City's sole discretion If City Alters the Artwork without Artist's consent in a
manner that is prejudicial to Artist's reputation,Artist retains the right to disclaim authorship of the
Artwork
6.Arbitration
Any dispute between the parties,including but not limited to disputes arising out of this agreement,shall,
upon written notice,be submitted to binding arbitration pursuant to Oregon law by a professional
arbitration service acceptable to the parties If the parties are unable to agree on an arbitrator or an
arbitration service within 15 days from receipt of written notice,the dispute shall be submitted to the
presiding court judge for the County of Multnomah The parties agree that all facts and other information
relating to any arbitration ansing under this Agreement shall be kept confidential to the fullest extent of the
law
7.Attorney's Fees
In the event of arbitration or litigation ansing out of,or in any way related to any term set forth in this
agreement,the prevailing party,in addition to any other relief awarded,shall be entitled to recover its
reasonable attorney's fees and court costs at arbitration,trial,and/or on appeal.
IN WITNESS WHEREOF, City has caused this Amendment to be executed by its duly authorized
undersigned officer and Contractor has executed this Amendment upon signature and date listed below
CITY OF TIGARD BRIAN BORRELLO
Signature t.W' Si ture
/ylar4-' a. f✓i� 1;r7 , \J..1,4-
Printed Name Printed Name
Date Date