HomeMy Public PortalAbout2020.07.28 MRA Artwork Commission Agreement - Westover ARTWORK COMMISSION A GREEMENT
By and between
THE MCCALL REDEVELOPMENT AGENCY,
THE CITY OF MCCALL
And
WESTOVER ARTWORKS, LLC
THIS AGREEMENT is made and entered into this,,4 day of / , 2020,
by and between the Urban Renewal Agency of the City of McCall, Ida To, a so known as the
McCall Redevelopment Agency, an independent public body corporate and politic (hereafter
"Agency"), the City of McCall (hereafter "City"), a municipal corporation of the State of Idaho,
and Westover Artworks,LLC(hereafter"Artist"), for the purpose of planning,design,fabrication,
and installation of artwork(hereafter"the Work")for placement within what is commonly referred
to as the Lakefront Project Area, established by the 1990 Urban Renewal Plan for the Railroad
Avenue Area, by City Council Ordinance No. 578 on December 13, 1990, and as amended by
Section 900 of the Railroad Avenue Plan referred to as the 2006 Updated Urban Renewal Plan
(collectively the Plan, as amended is referred to as the "Railroad Avenue Plan"), (hereafter the
Lakefront Project Area may be referred to as the"District").
WHEREAS, the Agency is an independent public body, corporate and politic, authorized under
the authority of the Idaho Urban Renewal Law of 1965, Chapter 20, Title 50, Idaho Code, as
amended (the "Law"), and the Local Economic Development Act, Chapter 29, Title 50, Idaho
Code,—as amended-(the"Act"), a duly created-and-functioning-urban-renewal-agency-for McCall,-- -- - —
Idaho;
WHEREAS, public art is an important objective in implementing the Railroad Avenue Plan, as
further set forth in the McCall Lake Front Improvements — An Urban Renewal Project, Design
Development and Decision Package, dated October 2006 (the "Lake Front Improvement Project
Plan");
WHEREAS, placement of public artworks within the District furthers the Railroad Avenue Plan
goals to further the "development and strengthening of tourist/visitor/convention and related
commercial functions in the Project Area," and"strengthening of the economic base of the Project
Area and the community by the installation of needed site improvements to stimulate new
commercial expansion, employment, and economic growth;"
WHEREAS,the McCall Area Comprehensive Plan(2018)includes a goal to"celebrate the culture
of McCall and creativity of residents through public art (pg. 41);" and
WHEREAS, the Agency has agreed to allocate funding for public artworks within the District in
an amount not to exceed$100,000;
WHEREAS, a selection panel consisting of representatives from businesses located within the
District, the Agency, McCall Public Art Advisory Committee, and McCall Parks & Recreation
Advisory Committee (the "McCall Public Art Advisory Committee") selected the Artist through
a competitive proposal process;
MRA Artwork Commission Agreement-Westover Page 1 of 13
7/21/2020
WHEREAS, the McCall Public Art Advisory Committee unanimously recommended the Artist
for commission of Work within the District at its June 29, 2020 meeting;
WHEREAS, it is anticipated the Work will commence immediately and will continue into
FY2021;
WEREAS, after the Work is completed, the Agency will transfer ownership of the Work to the
City;
WHEREAS, the ability for the City and Agency to cooperate and jointly benefit each other is
expressly allowed pursuant to Idaho Code Section 50-2015;
THEREFORE, the parties hereto agree as follows:
1. THE SITE: For purposes of this Agreement, the site (or sites if multiple installations) shall be
within the boundary of the District.
2. SCOPE OF SERVICES: Artist shall complete the following scope of services:
a) Work with Agency and City representatives to identify and prioritize opportunities and
locations for future public artworks within the District and produce a report on potential
sites (the "Public Art Siting Plan"); and
b) Develop not less than three(3) design proposals for the final Work to be located on one
or more priority sites identified in the Public Art Siting Plan. The proposals will be
exhibited at a public venue and on the City of McCall Website to gain community input.
Based upon this community input,the Agency will be asked to approve the final design
and proposed location(s) for the Work; and
c) Upon Agency approval of the final design and proposed locations(s) for the Work,
development of a fabrication and installation milestone schedule,including information
as may be requested by the City project manager. The Agency will be asked to approve
the proposed schedule; and `
d) Upon Agency approval of the final design, proposed locations(s) and fabrication and
installation milestone schedule for the Work, then the Artist shall fabricate and install
the Work as represented in the approved conceptual design. Artist shall work with
City's Public Works, Parks and Recreation, and Community and Economic
Development Department staff to complete any design decisions and may hire
necessary sub-contractors to plan, implement and coordinate the fabrication and
installation of the Work; and
e) Provide and install one title block, constructed of a durable material and not exceeding
100 square inches in size, stating the name of the artist(s), title of the Work, year
completed, and list of project funders; and
f) Following completion and installation prepare information and/or documents as set
forth in section 8(b)
MRA Artwork Commission Agreement-Westover Page 2 of 13
7/21/2020
3.ARTIST RESPONSIBILITES:
a) In addition to other responsibilities set forth in this Agreement, Artist shall attend
meetings in person or by phone with City staff and Agency board members to provide
periodic progress reports as requested.
b) Artist shall not assign any of his/her obligations under this Agreement without the
written consent of the Agency. This provision shall not prevent the Artist from
subcontracting for obligations that do not require the Artist's talents, including, but not
limited to, such obligations as engineering, structural engineering, drawing architectural
renderings or plans for the or the preparation and submittal of operations and maintenance
manual for all works, fabrication or installation.
4. COMPENSATION: The Artist's fee for the scope of work and services contained in this
Agreement is an amount not to exceed One Hundred Thousand and No Hundredths Dollars
($100,000.00). This amount shall constitute full payment for all services the Artist shall perform,
including necessary materials and fees, as set forth in the Scope of Services and this Agreement.
Payments shall be in multiple installments as follows:
a) Ten Thousand Dollars ($10,000.00) no later than sixty (60) days from completion of
the scope of services as defined by section 2(a) above including the receipt of a Public
Art Siting Plan.
b) Five Thousand Dollars ($5,000.00) no later than sixty (60) days from completion of
the scope of services as defined by section 2(b) above including receipt of not less than
three (3) design proposals for the final Work and community outreach activities.
c) If Agency approves the final design, proposed locations(s) and fabrication and
installation milestone schedule for the Work, an amount not to exceed Eighty Thousand
Dollars ($80,000.00) in incremental amounts based on cash flow needs and fabrication
milestones as verified with City's project manager, no later than sixty (60) days from
the time the Agency receives Artist's invoices for fabrication milestones completed,
materials ordered, other sub-contractor fees, project management fees, and installation
of artwork.
d) The balance of Five Thousand Dollars ($5,000.00) no later than sixty (60) days from
final review and approval by the Agency or its assignees confirming that Artist has met
all terms and conditions of the Scope of Services and this Agreement.
5. AGENCY RESPONSIBILTIES: The Agency and City agree to timely furnish Artist all
information,reports,data, statistics, drawings and information in its possession concerning matters
covered by this Agreement, together with timely access to all facilities, personnel and data
necessary to perform the Work unless such disclosure is prohibited by law.
6.TIME OF PERFORMANCE: Artist shall complete the Scope of Services on or before August
31, 2021, or on such other date as may be agreed upon between the Parties in writing.
7. APPROVALS: Artist shall allow the Agency and City to review the Work's progress as
follows:
a) Initial review and approval of the designs and/or working drawings to determine that
the Work is appropriate for the location.
MRA Artwork Commission Agreement-Westover Page 3 of 13
7/21/2020
b) Review and approval of design and installation methods shall occur within a reasonable
period prior to the commencement of fabrication or installation, as appropriate.
c) Periodic review, via photographs, and approval as the Work's fabrication progresses.
d) Agency or its designee shall review and approve or disapprove the Work within seven
(7) days of final completion and installation. If, during the approval reviews, Agency
concludes that the Work does not conform to the designs as previously approved, or as
mutually agreed by the Parties in writing,the Agency shall provide Artist with a notice
in writing of specific non-conformity and request Artist to address and cure the specific
non-conformity within two weeks of the reviews. Artist shall have thirty (30) days
within which to address, cure, and correct any non-conformity. If, after resubmission,
the Work still does not conform, this Agreement shall be subject to immediate
termination for cause. Failure by the Agency to disapprove in writing in a timely
fashion shall be presumed to be approval of the Work.
8. PROJECT CLOSE-OUT:
a) Upon installation of the Work and prior to final approval or disapproval,Artist shall furnish
the Agency a full release and lien waiver, together with such releases and waivers from
any subcontractor who furnished goods for or performed services for the Work in any way.
Artist shall comply with all applicable federal, state and local laws, statutes, rules,
regulations and/or ordinances.
b) Artist shall also submit a conservation/maintenance plan to the City including specific
recommendations for on-going maintenance and repairs, as well as slides and/or photo and
written documentation of fabrication and installation of the Work, such as to assist in future
maintenance, repair, and public education.
9. REPAIRS, MAINTENANCE, OR ALTERATIONS:
a) Artist is responsible for all parts and workmanship of the Work for a period of one(1)year
after acceptance of the Work, and shall replace any defective parts or rework any defective
craftsmanship in a timely fashion at no cost except as provided in Section 9b) and 9c) of
this Agreement.
b) Artist shall not be responsible for and shall not be held liable for any damage beyond the
control of Artist to the Work, its surfaces, or environment caused by personnel of the
Agency, City of McCall or its visitors, or others.
c) Artist shall not be responsible for and shall not be held liable for any damages to the Work
by extremely adverse weather conditions, acts of God, vandalism, or other acts abnormal
to the site.
d) Artist shall provide the City with written instructions for the appropriate maintenance and
preservation of the Work as required by 8(b) above.
e) The City may provide basic maintenance, restoration and repairs as it deems necessary.
City shall be responsible and pay for repairs following expiration of the one-year warranty
period.
f) Whenever practical and as funding becomes available,Artist shall be given an opportunity
to perform and/or act as consultant for the repair or restoration for which Artist shall receive
reasonable compensation. In the event that the Work is damaged or destroyed, the City
may, in its sole discretion, relocate, repair, or restore the Work subject to receipt of any
MRA Artwork Commission Agreement-Westover Page 4 of 13
7/21/2020
insurance proceeds and availability of sufficient funds.City reserves the right to determine,
after consultation with an independent, professional art conservator, if, when and how any
repair and restoration to the Work can be made, and the nature, scope and anticipated cost
of any such repair or restoration. City reserves the right to contract with a conservator,
rather than Artist, to implement any such repairs or restoration.
g) For purposes of this Agreement, no modification of the artwork that results from the
passage of time or the inherent nature of the materials used in the Work shall constitute a
modification. In addition, no modification of the Work that is the result of conservation or
of its public presentation (including but not limited to lighting and placement) shall
constitute a modification that is prejudicial to the Artist's honor or reputation or for which
Artist may claim relief or any remedy from City unless such modification is the direct result
of gross negligence by City.
h) The action of the City in the exercise of its governmental powers (including but not limited
to the issuing of any permit for the redevelopment of land or any structure thereon other
than action by the City on the specific site of the Work) shall not constitute a modification
of the artwork for which Artist may claim damages or any other form of relief from the
City.
i) By executing this Agreement, Artist consents to the installation of the Work in or around
the site specified in this Agreement. Artist acknowledges that such installation may subject
the Work to destruction, distortion, mutilation or other modification by reason of its
removal from that location.
j) If a modification of the Work occurs,Artist may give written notice to City requesting that
his/her name and the artwork be dis-associated, the Work shall not longer be designated as
the Artist's Work.
10. WARRANTY: Upon final acceptance of the completed Work by the City project manager
and the Agency, Artist warrants that the Work shall be free from defects in materials and
workmanship, including inherent vice. Artist, for a period of one (1) year after acceptance, shall
correct any such defects at Artist's expense. "Inherent vice" refers to a quality within the material
or materials which comprise the Work which, either alone or in combination with other materials
used in the Work or reacting to the environment, results in the tendency of the Work to destroy
itself. Upon written notification of a defect in materials or workmanship, Artist shall have sixty
(60) days to commence repairs and shall conclude the repairs within a reasonable time thereafter.
11. RELOCATION AND/OR REMOVAL OF ARTWORK:
a) The City shall not relocate or remove the Work and/or substantially modify the site in/on
which it is located without attempting to notify Artist of the proposed change and
attempting to reach agreement with Artist regarding the future appearance or location of
the Work. Except that the City may authorize the temporary relocation or temporary
removal of the Work without the Artist's prior permission. For the purpose of this section
temporary shall mean to be for a period less than 90 days.
b) If the City determines that the Work should be permanently removed or, though, decay,
vandalism or other forces, the Work has lost its integrity, the City shall first make a good-
faith effort to contact the Artist and offer the Work to the Artist at the Artist's cost to collect
and remove the Work within six(6) months from the date of notification.
MRA Artwork Commission Agreement-Westover Page 5 of 13
7/21/2020
12. OWNERSHIP: Artist warrants that, unless otherwise stipulated, the Work is original, in that
the Work owes its creation or origin to Artist, and is not the product of copying another's work in
any manner. Furthermore,Artist warrants and represents he has not previously published the Work
which is transferred by, and the subject of this Agreement and that Artist is the sole owner of all
rights therein. Upon final approval and acceptance of Work, delivery and installation, and final
payment by the Agency, ownership of the Work shall transfer to the City. Artist hereby expressly
waives any right,title or interest in the Work. Artist understands that said waiver includes waivers
of the exclusive rights of adaptation, publication and display.
13. COPYRIGHT RETENTION:
a) Artist has retained all rights under the Copyright Act of 1976. 17 U.S.C. § 101 et seq., as
the sole author of the Work for the duration of the copyright.
b) Artist grants to the City and its assigns an irrevocable license to make two-dimensional
reproductions of the Work, including, but not limited to, reproductions used on web sites,
in brochures,media publicity and exhibition catalogues or other similar publications.Artist
also consents to the use, at City or Agency's discretion, of Artist's full name and Artist's
own identifying photograph in any publicity or promotional materials produced for the
Work, whether printed or electronic. Such consent includes placement of these items on
any web site the City and/or Agency maintains. City and/or Agency has the right to
reproduce images of the Work for educational or promotional uses only.
c) The City and/or Agency are not responsible to prevent third party infringement of the
Artist's copyright and not responsible for enforcement of, or protecting, the intellectual
property rights of the Artist.
14.WAIVERS AND RELINQUISHMENTS OF RIGHTS:Artist agrees to relinquish all rights,
title, and interest to the Work and, hereby expressly waives any rights Artist has to such artwork
including, but not limited to, the rights afforded artists under the Visual Rights Act of 1990, Title
17 U.S.C. Sections 101, et seq. Artist understands and agrees that the right of integrity, but not of
attribution, as specifically set forth in 17 U.S.C. Section 106A, is hereby expressly waived except
as otherwise provided herein. If at any time following final approval, the City chooses to move the
Work, City shall make reasonable attempts to contact and to notify Artist regarding the City's
plans; provided, however, Artist shall have no right to override or veto the City's plans and Artist
hereby waives their right to file a claim or demand of any type against the City based upon any
future decision regarding the placement of the Work, including those granted pursuant to the
Copyright Act of 1976 and the Visual Rights Act of 1990. To the extent that the provisions of this
Agreement differ from the Copyright Act of 1976 and Visual Rights Act of 1990, the provisions
of this Agreement shall govern and Artist expressly waives any such differences in the rights and
duties.
15. ARTIST'S INSURANCE:
a) The Artist shall procure and maintain at his/her expense during the period of this
Agreement, including the warranty period, the following insurance coverage from an
insurance company or companies possessing a financial strength rating of at least A- and a
financial size category of VII or higher from A.M. Best or an equivalent rating service:
a. Commercial General Liability Insurance: Limit will not be less than $500,000.00
or the minimum amount as specified in the Idaho Tort Claims Act set forth in Title
MRA Artwork Commission Agreement-Westover Page 6 of 13
7/21/2020
6, Chapter 9 of the Idaho Code, whichever is higher. Coverage shall include, but
not be limited to, bodily injury and property damage to third parties, contractual
liability, products-completed operations, personal injury and advertising injury
liability ($500,000.00 limit).
b. Commercial [Business] Automobile Liability: Limit will not be less than
$500,000.00 per occurrence for owned, non-owned and hired vehicles. Where
applicable, the Agency and City shall be named as additional insureds on the
commercial automobile liability.
c. Workers Compensation and Employers Liability: Artist shall have and maintain
during the life of this contract, statutory workers compensation, regardless of the
number of employees (including himself/herself) to be engaged in work on the
project under this agreement in the statutory limits as required by law and
employers liability with a limit of no less than $500,000.00 for bodily injury by
accident or disease. In case any such work is sublet, the Artist shall require the
subcontractor provide workers compensation insurance for himself/herself and
any/all the subcontractor's employees engaged in such work. Artist shall provide
proof of insurance to the City project manager and Agency prior to the start of work.
b) The Artist hereby grants to the City and Agency a waiver of any right to subrogation which
any insurer of said Artist may acquire against the Agency by virtue of the payment of any
loss under such insurance. Artist agrees to obtain any endorsement that may be necessary
to affect this waiver of subrogation,but this provision applies regardless of whether or not
the Agency has received a waiver of subrogation endorsement from the insurer. All of
Artist's policies shall be primary and Artist agrees that any insurance maintained by the
City and/or Agency shall be non-contributing with respect to the Artist's insurance. Artist
shall advise the City project manager and Agency of any cancellation, non-renewal, or
material change in any policy within five business days of notification of such action.
c) By requiring Artist to maintain insurance with the City and Agency named as additional
insureds, herein, the City and Agency do not agree that such coverage and limits will
necessarily be adequate to protect Artist or such coverage and limits are a limitation on
Artist's liability under the indemnities granted to the City and Agency in this Agreement.
The Artist may use commercial umbrella/excess liability insurance so that Artist has the
flexibility to select the best combination of primary and excess limits to meet the total
insurance limits required by this Agreement. If the Artist maintains higher limits than the
minimum shown above, the City and Agency require and shall be entitled to coverage for
the higher limits maintained. Any deductibles or self-insured retentions must be declared
to and approved by the City and Agency. The City or Agency may require the Artist to
purchase coverage with a lower deductible or retention or provide proof of ability to pay
losses and related investigations, claim administration, and defense expenses within the
retention. The City or Agency reserves the right at any time throughout the term of the
Agreement to adjust the aforementioned insurance requirements,if,in the City or Agency's
reasonable judgment, the insurance required by the Agreement is deemed inadequate to
properly protect the City or Agency's interest. The City and Agency reserve the right to
modify portions of the insurance requirements for good cause.
d) The failure of the City or Agency at any time to enforce the insurance provisions, to
demand such certificate or other evidence of full compliance with the insurance
requirements, or to identify a deficiency from evidence that is provided shall not constitute
MRA Artwork Commission Agreement-Westover Page 7 of 13
7/21/2020
a waiver of those provisions nor in any respect reduce the obligations of the Artist to
maintain such insurance or to defend and hold City and Agency harmless with respect to
any items of injury or damage covered by this Agreement.
e) The Artist shall provide the City and Agency with a valid certificate of insurance and
amendatory endorsements or copies of the applicable policy language affecting coverage,
in advance of the performance of any work and as soon as possible after renewal,exhibiting
coverage as required by the contract terms and conditions. Failure to obtain the required
documents prior to the work beginning shall not waive the Artist's obligation to provide
them. The City and Agency reserve the right to require complete, certified copies of all
required insurance policies,including endorsements required by these specifications,at any
time. The Artist shall be responsible for ensuring that all Subcontractors independently
carry insurance appropriate to cover each Subcontractors' exposures or that all such
liabilities are covered under the Artist's policies. The Certificate of Insurance shall be
provided on the industry standard form (ACORD 25) or other form acceptable to the
Agency. Certificates of insurance shall be issued to:
City of McCall
216 E. Park St.
McCall, ID 83638
and
McCall Redevelopment Agency
216 E. Park St.
McCall, ID 83638
16. CITY'S INSURANCE: Upon final completion and installation of the Work, and acceptance
of the Work, City shall obtain property insurance for the Work which may be included in the City
of McCall insurance program.
17. INDEMNIFICATION: Artist shall indemnify and save and hold harmless the Agency and
City, its elected officials, commissioners, officers, employees, agents, consultants, contractors and
volunteers, from and for any and all liability, losses, claims, actions, judgments for damages, or
injury to persons or property and losses and expenses, including reasonable attorney fees, arising
from all acts or omissions to act of Artist or its servants, officers, agents, contractors, employees,
guests, and business invitees in rendering services under this contract or otherwise caused or
incurred by Artist, its servants, officers, agents, contractors, employees, guests, and business
invitees, and not caused by or arising out of the tortious conduct of the Agency or City or its
elected officials, commissioners, officers, employees, agents, consultants, contractors and
volunteers. The limits of insurance will not be deemed a limitation of the covenants to indemnify
and save and hold harmless the Agency and City, its elected officials, officers, employees, agents,
consultants, contractors and volunteers. If the Agency or City becomes liable for an amount in
excess of the Artist's insurance limits,Artist covenants and agrees to indemnify and save and hold
harmless the Agency and City, its elected officials, officers, employees, agents, consultants,
contractors and volunteers, from and for any and all liability, losses, claims, actions, judgments
for damages, or injury to persons or property and losses and expenses, including reasonable
attorney fees, to the extent permitted by law.
MRA Artwork Commission Agreement-Westover Page 8 of 13
7/21/2020
18. NONDISCRIMINATION:
a) In the performance of this Agreement, Artist and any sub-contractors agree not to
discriminate in their employment practices against any employee, contractor, sub-
contractor or applicant for employment because of the employee's or applicant's race,
religion, national origin, ancestry, sex, age, physical handicap or sexual orientation and/or
gender identity/expression.
b) Artist also agrees to comply with all provisions of Idaho law relative to labor, and all other
applicable federal, state, and/or local statutes, ordinances, and regulations relative to
employment, wages, and hours of labor.
19.INDEPENDENT ARTIST:The parties intend that this Agreement create only an independent
contractor relationship and that Artist is not an employee, agent,joint venturer or partner of the
Agency or City. Nothing in this Agreement shall be interpreted or construed as creating or
establishing the relationship of employer and employee between Artist and the Agency or City or
between Artist and any official, agent or employee of the Agency or City. All parties acknowledge
that Artist is not an employee of the Agency or City. Artist shall retain the right to perform services
for others during the term of this Agreement.
Neither federal, state or local income taxes, nor payroll taxes of any kind shall be withheld and
paid by Agency on behalf of Artist or the employees or subcontractors of Artist. Artist shall not
be treated as an employee with respect to the services performed hereunder for federal or state tax
purposes. Artist is responsible to pay, according to law, Artist's income tax. Artist may be liable
for self-employment (Social Security) tax to be paid by Artist according to law.
20.ENTIRE AGREEMENT: This is the entire agreement of the parties and can only be modified
or amended in writing by the parties.
21. SEVERABILITY: If any provision of this Agreement or application thereof is held invalid,
such invalidity will not affect other provisions or applications of this Agreement which can be
given effect without the invalid provision or application, and to that end, the provisions hereof are
declared to be severable.
22. AGREEMENT MADE IN IDAHO: The laws of the State of Idaho shall govern the validity,
interpretation, performance and enforcement of this Agreement.
23. DISPUTE RESOLUTION.All disputes arising out of this Agreement shall first be subject to
good faith negotiations between the parties. If such negotiations are unsuccessful, either party
may notify the other and work in good faith to select a mutually acceptable mediator within thirty
(30) days after notice. If after good faith effort the parties are unable to agree to a mutually
acceptable mediator or if mediation is not scheduled within 120 days from the date of notice, or if
the mediation is not successful in resolving the entire dispute, any outstanding issues may be
resolved by litigation. in a court in Valley County in the State of Idaho. The costs of mediation
shall be borne equally by the parties.
24.ATTORNEY FEES: If action is brought to enforce the terms or provisions of this Agreement,
or to enforce forfeiture for default, or to collect damages for breach, the prevailing party in such
MRA Artwork Commission Agreement-Westover Page 9 of 13
7/21/2020
action shall be entitled to recover from the non-prevailing party reasonable attorney fees together
with costs authorized by law.
25. TERMINATION FOR CAUSE: If a party willfully or negligently fails to fulfill its
obligations under this Agreement, the other party shall have the right to terminate the Agreement,
the other party shall have the right to terminate the agreement by giving written notice to the
defaulting party of its intent to terminate and specify the grounds for termination. The defaulting
party shall have thirty(30) days after receipt of the notice to cure the default. If the defaulting party
does not cure the default this Agreement shall terminate. In the event of termination for non-
performance by Agency, it shall compensate the Artist for all phases of the Scope of Services the
Artist has successfully completed and any additional services and materials performed or supplied
prior to termination; provided however, that such payment shall be limited to the amount of
compensation set forth herein. In the event of default by the Artist, except that caused by the death
or incapacity of the Artist, all finished and unfinished drawings, photographs, and other Work
products prepared and submitted or prepared for submission under this agreement shall, at City's
option, become its property. The Agency and City shall not relieve the Artist of any liability for
damages sustained by virtue of the Artist's breach or default of this Agreement and the Agency
may reasonably withhold payments due until the exact amount of damages due from Artist is
determined.
26. TERMINATION FOR CONVENIENCE: Agency or City may terminate this Agreement
for any reason at any time by giving at least fifteen (15) days' notice in writing to Artist. If the
Agreement is terminated by Agency as provided herein, Agency shall compensate Artist for all
phases of the Scope of Services Artist has completed.'to date of written notice of termination and
any additional services and materials performed or supplied prior to termination, less payments of
compensation the Agency has previously made, not to exceed the amount set forth in Section 4. If
payments the Agency has previously made exceed the amount of compensation due hereunder,
Artist shall immediately refund the unearned balance to Agency. If the Agency or City terminates
this Agreement due to the fault of Artist, Section 25 hereof relative to termination shall apply.
27. FORCE MAJEURE:Neither Artist nor Agency nor City shall be considered in default in the
performance of its obligations hereunder to the extent that performance of such obligations are
delayed, hindered, or prevented by force majetrre. Force majeure shall be any cause beyond the
control of the parties hereto which they could not reasonably have foreseen and guarded against.
Force majeure shall include, without limitation, acts of God, strikes, lockouts, fires, riots, civil
commotion or civil unrest, incendiarism, interference by civil or military authorities, compliance
with the regulations or orders of any governmental authorities which were not in effect at the time
of the execution of this Agreement, and acts of war(declared or undeclared).
28. PARTY REPRESENTATIVES: For purposes of this Agreement the following persons or
their designees shall act as party representatives:
McCall Redevelopment Agency: Rick Fereday, Chair, or his designee
City of McCall: Robert S. Giles, Mayor, or his designee
Artist: Amy Westover, Westover Artworks LLC
MRA Artwork Commission Agreement-Westover Page 10 of 13
7/21/2020
29. SUCCESSORS AND ASSIGNS: All of the terms, provisions, covenants and conditions of
this Agreement shall inure to the benefit.of and be binding upon each party and their successors,
assigns, legal representatives, heirs, executors and administrators.
30.NOTICES: Written notices to the Parties shall be given by registered or certified mail,postage
prepaid, and addressed to said parties at the addresses below, unless otherwise designated by
written notice to the other parties:
Redevelopment Agency City of McCall Artist—Amy Westover
216 E. Park St. 216 E. Park St. 4813 River Road
McCall, ID 83638 McCall, ID 83638 Buhl, Idaho 83316
All such notices, except as otherwise provided, may either be delivered personally
deposited in the United States mail, properly addressed with postage fully prepaid by certified or
registered mail, return receipt requested, and shall be effective five (5) days after deposit in the
mail.
IN WITNESS WHEREOF, the Artist,Agency and City do execute this Agreement the day
and year first above written.
'C'�'T Y Off`
CITY OF MCCAL'L, IDAHO: ZZ
y
w
M � r
y: AT
Robert S. Giles °'e, �,t{IP64 eIsi ®"`Wa
Mayor ''914c1 lerk
STATE OF IDAHO )
ss:
County of Valley )
On this 9C—j day of�u�� ,2020,before me,the undersigned Notary Public,
in and for said State, personally appeared OBR appeared S. GILES and BESSIEJO WAGNER, known
to me to be the Mayor and City Clerk of the City of McCall, a municipal corporation of the State
of Idaho, who executed the within instrument, and acknowledged to me that such city executed
the same.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the
day and year in this certificate first above written.
EE
RAH EDSON
LIC-STATE OF IDAHO
N NUMBER202W1 Notary Public for Idaho
( ION EXPIRES 1-10.2026 n'
Residing at: McCall, Idaho
MRA Artwork Commission Agreement-Westover Page 11 of 13
7/21/2020
URBAN RENEWAL DISTRICT OF THE CITY OF MCCALL aka MCCALL
REDEVELOPMENT AGENCY:
By:
Rick ereday
McCall Redevelopment Agency Chair
STATE OF IDAHO )
ss:
County of Valley )
On this 00 day of vk ,2020,before me,the undersigned Notary Public,
in and for said State, personally appeared RICK FEREDAY, Chair, McCall Redevelopment
Agency, who executed the within instrument, and acknowledged to me that such Agency executed
the same.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the
day and year in this certificate first above written.
(SE Notary Public for Idaho
SARAH EDSON Residing at: McCall, Idaho
NOTARY PUBLIC-STATE OF IDAHO
COMMISSION NUMBER 20200108
MY COMMISSION EXPIRES 1-10.2026
MRA Artwork Commission Agreement-Westover Page 12 of 13
7/21/2020
ARTIST:
By:
Amy estover
Wes over Artworks, LLC
STATE OF )
ss:
County of -WI h " )
On this aS day of
T ,2020,before me,the undersigned Notary Public,
in and for said State, personally appealed d AMY WESTOVER,known to me to be the manager of
ARTIST, who executed the within instrument, and acknowledged to me that such limited liability
company executed the same.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the
day and year in this certificate first above written. ww'' ,,ww
boA'� ��A " f
--(SEAL-)— -- _ __Notary-P-ublic_for-Idaho_—
Residing at: `W Uz , Idaho
DANIELALIMASP, ►CS. (��I���I�3
NOTARY PUBLIC
STATE OF IDAHO
Comm.No.20170808
MRA Artwork Commission Agreement-Westover Page 13 of 13
7/21/2020
FIRST AMENDMENT TO
ARTWORK COMMISSION A GREEMENT
By and between
THE MCCALL REDEVELOPMENT AGENCY,
THE CITY OF MCCALL
And
WESTOVER ARTWORKS,LLC
THIS FIRST AMENDMENT TO AGREEMENT("Amendment")is made and entered into by and
between the Urban Renewal Agency of the City of McCall, Idaho, also known as the McCall
Redevelopment Agency, an independent public body corporate and politic (hereafter"Agency"), the City
of McCall(hereafter"City"), a municipal corporation of the State of Idaho,and Westover Artworks,LLC,
an Idaho limited liability company (hereafter "Artist"). The Agency, City and Artist may be referred to
herein collectively as the"parties" or each a "party" as the case may be.' The "Effective Date" of this
Amendment is the date last signed below by all parties.
RECITALS
WHEREAS, the parties entered into that certain Artwork Commission Agreement dated July 28, 2020
("Agreement"),for the purpose of planning, design, fabrication, and installation of artwork for placement
within what is commonly referred to as the Lakefront Project Area,established by the 1990 Urban Renewal
Plan for the Railroad Avenue Area, by City Council Ordinance No. 578 on December 13, 1990, and as
amended by Section 900 of the Railroad Avenue Plan referred to as the 2006 Updated Urban Renewal Plan
(collectively the Plan, as amended is referred to as the "Railroad Avenue Plan"), (hereafter the Lakefront
Project Area may be referred to as the"District"),all based on the recitals and terms and conditions as more
particularly described in the Agreement;
WHEREAS,on February 18, 2020,the Agency allocated funding for development of a public art plan and
public artwork within the District in an amount not to exceed$100,000;
WHEREAS, the Agreement provides for the amount for the Work to not to exceed$100,000;
WHEREAS, the Artist has completed the scope of services described in section 2(a) and 2(b) of the
Agreement and received compensation totaling$15,000 as described in 4(a) and 4(b)in the Agreement;
WHEREAS, the Agency approved commission of the Mill Whistle public art design proposal described in
Exhibit A(the"Work")on December 15,2020 and the City approved commission of the Work on January
28,2021;
WHEREAS,the Agency allocated an additional$45,000 to the project for procurement of steam generation
equipment necessary to complete the Work on December 15,2020; and
WHEREAS,the parties desire to amend the Agreement to document the approved design for the Work and
to increase the amount for the Work under the Agreement, based on the terms and conditions contained
herein.
First Amendment to Artwork Commission Agreement-Westover
Page I of 6
5/4/2021
AGREEMENT
THEREFORE, for valuable consideration, the sufficiency and receipt of which is acknowledged by the
parties,the parties agree as follows:
1. SCOPE OF SERVICES: The parties agree and acknowledge that the final conceptual design for the
Work has been approved by the Agency and City under Section 2 of the Agreement,and the final approved
conceptual design is attached as Exhibit A to this Amendment.
2. COMPENSATION: Section 4 of the Agreement is amended as follows:
a) The not to exceed amount of$100,000 stated in the first sentence is deleted and is replaced
with$145,000; and
b) The amount of$80,000 for fabrication and installation stated in subsection(c)is deleted and
replaced with$125,000.
3.MISCELLANEOUS: Any capitalized term not defined in this Amendment will have the same meaning
as in the Agreement.The recitals and exhibit are incorporated into this Amendment and made a part hereof.
This is the entire agreement of the parties relating to the subject matter hereof and can only be modified or
amended in writing by the parties. Except as modified herein, the Agreement remains in full force and
effect. In the event of a conflict between this Amendment and the Agreement,the terms and conditions of
this Amendment will control.
[End of Text; Signatures to Follow]
First Amendment to Artwork Commission Agreement-Westover
Page 2 of 6
5/4/2021
EXECUTED EFFECTIVE as of the Effective Date.
AGENCY: CITY:
URBAN RENEWAL AGENCY OF THE CITY CITY OF MCCALL, IDAHO
OF MCCALL, IDAHO, a/k/a MCCALL
REDEVELOPMENT AGENCY
l!
By: Rick Fereday,--Agency 0air By: Robe S. Giles,Mayor
Date Date
ATTEST:
VA
BessOo W er,City lerk
ARTIST:
WESTOVER ARTWORKS,LLC,
an Idaho limited liability company
By:
Amy Westover,Manager
Date
First Amendment to Artwork Commission Agreement-Westover
Page 3 of 6
5/4/2021
EXECUTED EFFECTIVE as of the Effective Date.
AGENCY: CITY:
URBAN RENEWAL AGENCY OF THE CITY CITY OF MCCALL,IDAHO
OF MCCALL, IDAHO, a/k/a MCCALL
REDEVELOPMENT AGENCY
By: Rick Fereday, gency Q tair By: Robe S. files,Mayor
Date` Date
ATTES41�,*er
Bessiiity Jerk
ARTIST:
WESTOVER ARTWORKS,LLC,
an Idaho li liability company
By:/11411zP�r
y estover,Manager
& a
Date
First Amendment to Artwork Commission Agreement-Westover
Page 3 of 6
5/412021
STATE OF IDAHO )
:ss
County of Valley )
On this 5 day of Nay ,2021,before me,the undersigned Notary Public,in and
for said State, personally appeared •@ve-4 Chair, McCall Redevelopment Agency,
who executed the within instrument,and acknowledged to me that such Agency executed the same.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and
year in this certificate first above written.
SARAH EDSON
(SEAL) NOTARY PUBLIC-STATE OF IDAHO
COMMISSION NUMBER 20200108
MY COMMISSION EXPIRES 1-10-2026 Notary Public for Idaho
Commission Expires: l— 1p— 202 C
Residing at: McCall,Idaho
STATE OF IDAHO )
:ss
County of Valley )
On this��day of ,2021,before me,the undersigned Notary Public,in and
for said State,personally appeared ROB _RT S. GILES and BESSIEJO WAGNER,known to me to be the
Mayor and City Clerk of the City of McCall, a municipal corporation of the State of Idaho, who executed
the within instrument, and acknowledged to me that such city executed the same.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and
year in this certificate first above written.
SARAH EDSON
(SEAL NOTARY PUBLIC-STATE OF IDAHO
COMMISSION NUMBER 20200106 Notary Public for Idaho
MY COMMISSION EXPIRES 1.10.2026 Commission Expires:
Residing at: McCall,Idaho
First Amendment to Artwork Commission Agreement-Westover
Page 4of6
5/4/2021
v
STATE OF
-p C :ss
County of
On this (2� day of 2021,before me,the undersigned Notary Public,in and
for said State, personally appeared AMY WESTOVER, known to me to be the manager of Westover
Artworks,LLC,who executed the within instrument,and acknowledged to me that such limited liability
company executed the same.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and
year in this certificate first above written.
(SEAL) hjv
Notary Public for Idaho.
Commission Expir s: 6p,
DANIELA LIMAS Residing at: 33/(0,
NOTARY PUBLIC
STATE OF IDAHO
Comm.No.20170808
First Amendment to Artwork Commission Agreement-Westover
Page 5of6
5'4/2021
EXHIBIT A
APPROVED FINAL CONCEPTUAL DESIGN OF THE WORK
[10 pages attached]
First Amendment to Artwork Commission Agreement-Westover
Page 6 of 6
5/4/2021
EXHIBIT A
M I LL WH I STLE :
SOUND OF AN ERA
Public Art Proposal for Brown Park
McCall Idaho
It*W-
9.4��"t`�' .rar'�y. ��L��.��++�-.•`` __C.- `f ��'�''��+��� x, •1 •�pi.� i �ti rr,�` #, v [ .
' :^'t„�*^"'*t•f�� 1.1 I'+�� t.T y .r.i.�•i� .r�,.��' �` .��� """' �---�'�b..i►"'-'.i`_`T,�,�ty.r.�++s�.j 6
w J '' i• • • • • ° • • • • •
y
t
CI
The salvaged mill whistle is
not only a historic artifact to
McCall but these whistles are
treasured, collected, and
restored throughout the US
as symbols of a bygone era.
The sounds produced by the
whistles are a unique wa
q Y of
audibly recalls h•bl recalling the
a w x The whistle was a daily time
keeper for industries like
lumber mills and factories.The
whistle blow often became
revered by the townspeople
and they missed the sounds
when the whistles stopped.
The Sinker Davis Co.
` 4 manufactured the whistles
and called them gongs.There
are two bells, one on each
side of the valve chamber.The
bells create a two tone
harmony; a deep resonant
sound rather than a piercing
shrill.
The restored whistle in this
example shows the original
I ' black finish, the valve and
lever that allows steam to
enter the whistle, and the .
raised lettering of the Sinker
"� Davis Company name.
,
_.� • - 1',•.,. •' .. � - , --' � , ski L���ir r���� ,,.y. ,r;�f�rr -
_ /
j�� �Z!
IA
1
-_ A f. _ - 1�'• — ` Ml�
�cw'-
-JIL ;;� ,' , "� t•,;'+,� `,:+
-_ -.�•,_ _�'},g �,�{,�.�,� ire 4� it t y •Y�� "f
t/l..-�yp.l`a���� r�.I.. =
CA
������`'1` �1 -4' •.V\ i t.to.• / I a i;\ � ..,, kd i. ,i, I„i e 5. r1. r111 1r1i ,',r �r:',1 ` . �,f.. - 6- ,-,r,
'��:�� �C��„f. �.+ `�'�. i , -., �� i •� 1. , ,, )�, .,.t�. ,Ili.��. ,1. Il ,i ,.r;.r r,<f i4,,• .y. � .' .+1� r.1� -
h V" n'ai+. r 1 I, �f �j V { ' t ;�� ` 1'i -
•`�,\tab +4�,}1,y +' �' �`�-L���1„ri.Y rc =,fit x �a�.'• .�,�•.�2cW
�' � .F ,#� ����� i' ;1it��,1.��.�. ril�` F rl l•`,"'114 •�rl' '•1,�'r 1ptt.1,�`� � .�: tr�A S��'1� 1 11 �)�,�- 'S"��� �;, .,'►.,�
_�'`�,. � � ,. '� .��4 .�� ,:, .1.�� 1 � � 1, '► ,� � ,� o .���,���.: �;��...;; L ��
- � �Z-= —`'i���:L...4�' ' � ,r_i i',�' �.i�}r�',,���r •.1�1'`�'�21, .f;;I,� r��'• ,-.�,i-, ,t> �+rz ��(V;�,4jr_ .r�����•
° �. LrlY_ �j
K -- "t
r
- _ -mom_ �-. _._ '"•�y 'f '� i�� `t �� 1t� -
Lt
may,,. ps
�W
k,yJ MiK
rya!r• '@�)tl !•��`x
L
�Y
.. w '
- _- --- _ _ - - - - I •_ -" --•` _ --- i - — - .� l+J''111C.�T`��fti r !'jrl y i_(< r � - • - • •
di8A r� n� y'yl„�,4p ri tr°!.E�� �+. fir• • - - • -• -
- - - _ - - • •` — - ___ — - - = 1!'��{i tr, �!���3.;��C,✓,�_F''`-chi, :�!'` - _
N Eli
_ - _ �+ It •j. r�:h��41,,�:!• 1�j-,J���t'�ie, �� •
ry
ir
vq
so
Y Atiyc;i ��1�1• ,ti ky,y r y: • - -
f
_. + '� -A+".'�'fin+� �`�.e'�4+s y. i j:i. 'ti's • • •- • •
� " � �4 f 4.h ,.{ + .; .i F• ,1�. er 1 1+. � •tni`i�I`yR E.�\ `,1 •
' ` � ~ , +'1' .L •,,� tRl'\1�..',�r.�. Yam- r � - •• -• • • -
•
i''-" _ .,:._ r i `� F'1.1 1. '`r 'i'A �.%� r� `�'�,y}-v- ��1' C.�J • • •- •-•
Yi_ T
-•-, 1
-77
it t i.,t aS' 1 r•," t irs�t a � t ',
'S'S�� ,!yt', ' r 1r � t '���� .7 t 4+ , v`,��i``'\�I ti'�'�l} ` �}i q��'���hit \ � I �:s .i • ly�'
��.N���H'3�y„?'C ..n. .+I �, 'i,.�l, \\�^.A,1'�F,�1��\fit,' �� it 'F,,������^ .T,1 �! - +e,f•�9`\ !`}.:t at
yr
� .
a�T v
y
F
Y; =_ Restoring the whistle is necessary before creating the
sculpture. Part of the restoration is to test the whistle
with steam and ensure it functions properly or if it is
in need of any repairs.
The example shown here is a restored 12" Sinker
Davis whistle on display at a steam whistle
convention. McCall's whistle is a 8'' whistle.
Allowing the whistle to blow with steam again would
OT
be a spectacular visual display. Not only would you
- have the sound but the visual dynamic of the steam
would be very impressive and would best represent
the historical significance of the site
and the whistle. However, steam requires that the
proper safety precautions are taken with the
equipment, with the public and operators of the
whistle while it blows.
We are working with Anacortes Steam to build the boiler. The
design and function of the boiler is important to the success of the
project. The visually stunning look of the boiler fits with the period
and complements the sculpture and whistle as a cohesive public art
- - - - T project" In addition to the boiler an accumulation tank is necessary
to build up the appropriate volume of steam to blow the whistle.
(more about the accumulation tank on the following page)
- Anacortes Steam has built 150 handmade boilers that have been in
continuous use without any issues or problems. Steam boilers and
+ � other steam projects can be viewed at the You Tube link below:
r' https://www•youtube.com/watch?v=DZmRCI<b2DX4
-
7 Boiler Specifications:
Gr Steel pipe standard A53B pipe 3/8 thick
s w Steel plate ASTM A36 3/8"thick
Internal Copper tubing 1 1/2 dia. Type L hard copper tube
MIG welded,
- .;"' :pia• _
(A documented pressure test can be performed if needed)
•
A
The long term vision for the public art is to have the steam
•F^ J} LF
equipment on visual display near the sculpture at Brown Park. This
would be a way to fully commemorate the history of the mill and
provide an educational opportunity about the power of steam and
how it has been used in the past.
In order to realize the project at this time we are proposing to
create a portable system. The steam boiler portion of the artwork
would be mounted secure) to a trailer with the specific purpose
Y P P Pose
of pulling up next to the sculpture and easily connecting to the
steam infrastructure that is art of the I p sculpture. When not is use
at the park the trailer boiler would be housed and displayed at the
Idaho Central Historical Museum.
r CAGECode1XWD0 • :rr 00000
PRODUCTS INDUSTRIES TANKMATERIALS CAPABILITIES ENGINEERING GALLERY ABOUTUS REQUESTQUOTE BLDG
to
ressure Vessels
Buckeye Fabricating has been an industry leader in the
fabrication of custom pressure vessels since 1963.We Contact
understand that pressure vessels can be hazardous,so our ;
products are thoroughly inspected and tested from start to1-800-688-9821 or fill&send
finish.
We manufacture numerous tanks and vessels that are used in a '� ,ifdl. �i' First Name
variety of applications and industries,such as Water Treatment,
Pulp and'Paper,and Oil and Gas,among others.Common
pressure vessels include: ti Last Name
>Blown down tanks -
---- - -- -
>Flash tanks
>Condensate tanks Company Name •
>Separator tanks -
>Expansion tanks -
Email Address •3 ��
Building to The ASME Pressure -- --- -
Vessel Code
Phone Number
Our engineering design team has extensive industry knowledge as well as a deep understanding of -
American Society of Mechanical Engineers(ASME)Code.All of our ASME pressure vessels and process
pressure tanks are made-to-order.Our knowledgeable team will integrate your project needs with their Message, j
engineering expertise to deliver an ASME compliant,high quality,custom pressure tank that is creative) —- -
9• 9 P P 9 9 tY. P Y
designed to meet your special requirements.
Our track record demonstrates our commitment to building safe,durable,custom pressure vessels and
tanks.Buckeye Fabricating is a name you can trust.Give us a call today.
The accumulation tank is a pressure vessel that.stores the volume of steam needed to blow the whistle for several seconds at a time. The
tank could be installed permanently inside the sculpture itself. An access panel would be designed into the sculpture to allow connectivity.
Alternatively the tank could be mounted onto the trailer with the boiler. Both options are being explored at the moment for feasibility,
Shown above, Buckeye Fabricating is a manufacturer of custom built ASME code pressure vessels, We have been in conversations with
Buckeye's sales and engineering team to design a pressure vessel for this specific project's volume and PSI requirements. It would look similar
to the project on the right. The vertical nature of the tank would fit inside the sculpture. Alternatively, if a certified ASME tank is not required,
a custom made tank can be fabricated by Anacortes Steam in the same style as the boiler. A handcrafted tank could undergo a documented
pressure test to ensure proper construction and PSI capacity.
Safety and long-term considerations
We are proposing to blow the whistle four times a year on certain important dates that the community
will help choose. The fourtimes it will blow does not require a steam generating system that is meant
for full time use.The equipment needs to be sized correctly to blow the whistle and safety precautions
are of the utmost importance. For the viewing public, a safe distance away from the sculpture and
boiler needs to be established for the whistle event. Proper connection of the boiler, accumulation
tank and whistle will have to be followed. Ongoing safety precautions have to be taken each time
the whistle is used and proper maintenance must be practiced before putting the whistle and
equipment "to sleep" between blows.
This project is a long-term, hands-on art piece that is certain to be cherished by residents and
visitors of McCall. In my research it is clear that these whistles,the ones still in use or that have been
restored, are treasured.The mill whistle is a special thing. This project will not only be a new
signature public artwork for McCall, but will also begin a new town tradition;the whistle sound
ushering in a new era from the remains of a past one.