HomeMy WebLinkAboutAnti Incorporated c/o Sheila Klein7A' , I lJ . J
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AGREEMENT FOR PUBLIC ARTWORK
This Agreement is made and entered into this Z~'v~"~day of June, 2010, by and between the City of
Auburn, Washington, a municipal corporation of the State of Washington (the "City") and ANTI
INCORPORATED c/o Sheila Klein, whose address and phone number are, 6988 Bayview Edison Road,
Bow, Washington, 98232, 360-766-6102 (the "ArtisY').
WHEREAS, the City is currently re-designing the City Hall Plaza (the "Site"); and
WHEREAS, the City desires to contract with the Artist to design, build, and install artwork (the
"Artwork") for the Site; and
WHEREAS, the Work is to be integrated lighting elements on the Site, requiring coordination
between the Artist, the City's architects, and the contractor selected to construct the City Hall Plaza,
NOW THEREFORE THE CITY AND THE ARTIST IN CONSIDERATION OF THE CONDITIONS
AND COVENANTS HEREIN DO AGREE AS FOLLOWS:
ARTICLE 1. SCOPE OF SERVICE
1.1 DESIGN, FABRICATION AND INSTALLATION OF PUBLIC ART
The Artist shall provide the following services:
A. The Artist shall consult with the City's project team regarding designs for the Public
Art to be located in the remodeled City Hall Plaza, and shall submit preliminary
designs for the Artwork to the City for approval and selection.
B. The Artist shall fabricate the Artwork in conformity with the design approved and
selected by the City.
C. The Artist shall consult with the City's project team and Makers Architecture and
Urban Design ("Makers") and the contractor selected to construct the City Hall Plaza
("Contractor") on the installation and precise location for the placement and
installation of the Artwork. The Artist shall also coordinate the design, fabrication,
and installation of the Artwork with Makers and the Contractor. The location for the
placement of the Artwork shall be as approved by the City; provided that the
methodology of the installation of the Artwork shall be done in consultation with the
Makers and the Contractor.
D. The Artist shall install the Artwork at the remodeled City Hall Plaza as an artistic
component to the over-all design of the Plaza.
E. The Artist shall be responsible for all services and shall furnish all supplies, material,
and equipment as necessary for the design, execution, fabrication, transportation
and installation of the Work at the Site; provided that the City shall be responsible for
furnishing foundations, electrical conduits, and any underground preparation for
installation of the artwork, as per City specifications. A light pole that will be used
throughout the plaza will also be provided by the City per artist specifications and
the final electrical connection to the Artwork. Any changes to, departures from, or
special requests for the standard pole provided by the City would be the
responsibility of the Artist, and the cost difference would be part of the Artist's
budget.
1.2 POST-INSTALLATION
Agreement for Artwork/City Hall Plaza
Pana 1 nf 7
A. The City will provide photo documentation of the Artwork for City files. The City will
provide a copy of this documentation to the Artist.
B. The Artist shall be available at such time or times as may be agreed between the
City and the Artist to attend any presentation ceremonies relating to the transfer of
the Artwork to the City. The City shall use its best efforts to arrange for publicity for
the completed Artwork.
C. Upon installation of the Artwork, the Artist shall provide to the City written
instructions for appropriate maintenance and preservation of the Artwork.
1.3 FINAL ACCEPTANCE
A. The Artist shall advise the City in writing when all services required have been
completed in substantial conformity as presented to the Arts Commission
Subcommittee.
B. The City shall notify the Artist in writing of its final acceptance of the Artwork.
1.4 RISK OF LOSS
The risk of loss 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, including any protective measures necessary to prevent
damage to the Artwork during construction of the Plaza.
1.5 INDEMNIFICATION
The Artist agrees to indemnify, defend, and hold the City, its agents, representatives, and
employees harmless from and against any and all claims, causes of action or demands or
any form of liability of any nature arising out of the performance of the Artwork and the
obligations contained in this Agreement on the part of the Artist, the ArtisYs agents,
representatives, and employees except where such claims arise solely from the negligent
acts of the City, its agents, representatives, or employees.
1.6 TITLE
Title to the Artwork shall pass to the City upon final acceptance.
1.7 OWNERSHIP OF DOCUMENTS, MODELS
Upon final acceptance of the Artwork, all studies, drawings, designs, and models prepared
and submitted under this Agreement shall be returned to the Artist and shall belong to the
Artist.
1.8 INSURANCE
The Artist agrees to obtain, and maintain during the term of this agreement commercial
general liability insurance in minimum amounts of not less than ONE MILLION DOLLARS
($1,000,000) per occurrence to protect the City, its agents, officers, elected officials, and
employees from any claims by any person for damage to persons or property arising out of
or resulting from the ArtisYs performance under this Agreement. The insurance policy shall
name the City of Auburn as additionally insured. The policy shall require a minimum of thirty
(30) days prior written notice to the City of any cancellation or expiration of the policy or any
modification of any provisions of the policy. The Artist shall be required to provide a
Certificate of Insurance and additional insured endorsement to the City prior to commencing
performance under the terms of this Agreement.
1.9 INDEPENDENT CONTRACTOR/ASSIGNMENT
The parties agree and understand that the Artist is an independent contractor and not the
agent or employee of the City and that no liability shall attach to the City by reason of
entering into this Agreement except as otherwise provided herein. The parties agree that
this Agreement may not be assigned in whole or in part without the written consent of the
City.
Agreement for Artwork/City Hall Plaza
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ARTICLE 2. COMPENSATION AND PAYMENT SCHEDULE
2.1 FEE
The City shall pay the Artist for satisfactory completion of the Artwork in the total fixed
amount of $68,000.00 (fifty thousand and no/100 U.S. Dollars) which shall constitute full
compensation for all services, engineering permits and materials to be performed and
" furnished by the Artist under this Agreement. All fees shall be paid irr'accordance with
standard City business practices. At each fee/fabrication Phase outlined below, the Artist will
submit a brief written report, which describes the progress to date, and invoice the City at
that time.
2.2 PAYMENT
The first payment of twenty thousand dollars and no/100 ($20,000.00) will be paid by the
City to the Artist upon completion of and approval of final design drawings. The third
payment of finrenty-eight thousand dollars and no/100 ($28,000.00) will be will be paid by the
City to the Artist upon completion of fabrication. The third payment of twenty thousand
dollars and no/100 ($20,000.00) shall be made to Artist no later than ten (10) days after final
acceptance by the City.
2.2 TAXES
The Artist is responsible for payment of all local, state, and federal taxes, which may be due
from the Artwork as a result of performance under this contract. The Artist understands that
taxes are included in the agreed upon fee set forth in Article 2.1.
2.3 ARTIST EXPENSES
The Artist shall be responsible for the payment of all shipping charges, the costs of
transporting the Artwork to the Site, the costs of all travel by the Artist and the Artist's agents
and employees necessary for the proper performance of the services required under this
Agreement, and all other expenses related to the performance of this Agreement.
ARTICLE 3. TIME OF PERFORMANCE
3.1 DURATION
The services to be required of the Artist shall be completed in accordance with the schedule
for completion of the Site as established by Makers. Construction is anticipated to begin in
August 2010 and completion is projected in December 2010. This contract expires February
1, 2011 at which time an additional contract will be initiated with both parties to address
potential additional expenses incurred by the ARTIST due to the delay of the project.
ARTICLE 4. WARRANTIES
4.1 WARRANTIES OF TITLE
The Artist represents and warrants that: (a) the Artwork is solely the result of the Artistic effort
of the Artist; (b) except as otherwise disclosed in writing to the City, the Artwork is unique and
original and does not infringe upon any copyright; (c) the Artwork has not, or a duplicate
thereof has not, been accepted for sale elsewhere; and (d) the Artwork is free and clear of any
liens from any source whatever.
4.2 WARRANTIES OF QUALITY AND CONDITION
The Artist represents and warrants, except as otherwise disclosed to the City in writing and
in connection with submission of the Proposal, that the execution and fabrication of the
Artwork will be performed in a workmanlike manner; and the Ariwork as fabricated and
installed, will be free of defects in material and workmanship; and reasonable maintenance
Agreement for Artwork/City Hall Plaza
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of the Artwork will not require procedures substantially in excess of those described in the
maintenance recommendations to be submitted by the Artist. The warranties described in
this section shall survive for a period of three (3) years after the final acceptance of the
Artwork. The City shall give notice to the Artist of any observed breach with reasonable
promptness. The Artist shall, at the request of the City, and at no cost to the City, cure
reasonably and promptly the breach of any such warranty which is curable by the Artist and
which cure is consistent with professional conservation standards.
ARTICLE 5. REPRODUCTION RIGHTS
5.1 GENERAL
The Artist retains all rights under the Copyright Act of 1976 and all other rights in and to the
Artwork except ownership and possession and except as such rights are limited by this
Section. In view of the intention that the Artwork in its final dimension shall be unique, the
Artist shall not make any additional exact duplicate, three-dimensional reproductions of the
final Artwork nor shall the Artist grant permission to others to do so except with the written
permission of the City. The Artist grants to the City and its assigns an irrevocable ticense to
make representative photographic reproductions of the Artwork for non-commercial
purposes, including but not limited to reproductions used in brochures, media publicity, note
cards, and catalogues or other similar publications, provided that these rights are exercised
in a manner which depicts the integrity of the Artwork.
5.2 NOTICE
All reproductions by the City shall contain a credit to the Artist in the following form: "Title,"
"year", "Artist".
5.3 CREDIT TO THE CITY
The Artist shall use her best efforts to give a credit reading substantially, "An original Artwork
owned and commissioned by the City of Auburn, Washington" in any public showing under
the Artist' control of the reproductions of the Artwork.
ARTICLE 6. ARTIST'S RIGHTS
6.1 IDENTIFICATION
The City will provide a plaque(s) to be delivered to the Artist prior to installation. The Artist
shall provide to the City, for review and approval, specified plaque dimensions six (6) weeks
prior to the installation. The plaque identifying the Artwork as outlined in Article 5.2 shall be
installed by the City.
6.2 MAINTENANCE
The City recognizes that maintenance of the Artwork on a regular basis is essential to the
integrity of the Artwork. The City shall make reasonable efforts to assure that the Artwork is
properly maintained and protected, taking into account the instructions of the Artist provided
in the maintenance agreement and shall make reasonable efforts to protect and maintain the
Artwork against the ravages of time, vandalism, and the elements.
6.3 REPAIRS AND RESTORATION
The City shall have the right to determine when and if repairs and restorations to the Artwork
will be made. The Artist shall not unreasonably withhold approval for any repair or
restoration of the Artwork. If the Artist unreasonably fails to approve any repair or
restoration, the City shall have the right to make such repair or restoration.
6.4 DEACCESSIONING OF THE ARTWORK
In the circumstance where a commissioned artwork is physically part of the building or
landscape and it is not an independent object(s) that can be safely removed, the City may
require the Artist to waive VARA (Visual Artists Rights Act of 1990) in regards only to the
Agreement for Artwork/City Hall Plaza
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destruction of the artwork. Prior to the destruction of the Artwork, the City will attempt to
contact the Artist and secure the situation. In the event that the remodeling of the building or
landscape destroys part of the Artwork, the City will de-access the Artwork and, at the
request of the Artist, remove any attribution to the Artist. The City reserves the right to de-
access the Artwork under the following conditions:
A. The Plaza or landscape is structurally or otherwise altered and can no longer
accommodate the Artwork,
B. The portion of the Plaza or landscape in which the Artwork is located is made
publicly inaccessible as a result of new construction, demolition, or security
enhancement, or has its surrounding environment altered in a way that significantly
and adversely impacts the Artwork.
C. The Plaza is sold or acquired by an entity other than City of Auburn.
D. There is a documented history of incident(s) that shows the Artwork is a threat to
public safety.
6.5 PERMANENT RECORD
The City shall maintain on permanent file a record of this Agreement and of the location and
disposition of the Artwork.
6.6 ARTIST ADDRESS
The Artist shall notify the City of changes in his/her address. The failure to do so within 30
days of said change, if such failure prevents the City from locating or notifying the Artist
where required under the terms of this Agreement, shall be deemed a waiver by the Artist of
the right subsequently to enforce those provisions of this Article 6 that require the express
approval of the Artist.
ARTICLE 7. NON-DISCRIMINATION
The Artist shall comply with all federal, state, and local laws and ordinances prohibiting
discrimination and employment with regard to age, sex, sexual orientation, race, color, creed,
national origin, or physical, mental handicap.
ARTICLE 8. NOTICES
Any notice required or permitted under this Agreement may be personally served or given in writing
and shall be deemed sufficiently given or served if sent by registered or certified mail addressed to
the respective parties as follows:
Maija McKnight
Arts Coordinator
City of Auburn
Parks, Arts & Recreation
910 Ninth Street SE
Auburn, WA 98002
Telephone" 253-931-3043
arts@auburnwa.gov
Anti Incorporated
c/o Sheila Klein
6988 Bayview - Edison Road
Bow, Washington 98232
Phone: 360-766-6102
sheklein@fidalgo.net
Either party may, by like notice at any time, designate a different address to which notices shall be
sent. Notice in accordance with these provisions shall be deemed received when mailed.
ARTICLE 9. TERMINATION
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Either party may terminate this Agreement upon written notice to the other party if the other party
fails substantially to perform in accordance with the terms of this Agreement through no fault of the
party terminating the Agreement.
In the event of default by the City, the City shall promptly compensate the Artist for all services
performed by the Artist prior to termination. In the event of default by the Artist, all finished and
unfinished drawings, sketches, photographs, modols, and other work products under this Agreement
shall become the City's property. The City shall compensate the Artist for all work as performed prior
to termination. Notwithstanding, the Artist shall not be relieved of liability to the City for damages
sustained by the City by virtue of any breach of this Agreement by the Artist and the City may
reasonably withhold payments to the Artist until such time as the exact amount of such damages due
the City from the Artist is determined.
ARTICLE 10. GENERAL PROVISIONS
10.1 ENTIRE AGREEMENT
This agreement constitutes the entire agreement between the parties and may not be
changed or modified nor any provision hereof waived except in writing agreed to by both
parties.
10.2 APPLICABLE LAW
This Agreement and the rights of the parties hereunder shall be governed by the interpreted
in accordance with the laws of the State of Washington and venue for any action hereunder
shall be in King County, Washington. This Agreement shall be construed in accordance with
any and all questions with respect hereto shall be determined by the laws of the State of
Washington.
10.3 COSTS TO PREVAILING PARTY
In the event of such litigation or other legat action, to enforce any rights, responsibilities or
obligations under this Agreement, the prevailing parties shall be entitled to receive its
reasonable costs and attorney's fees.
10.4 COMPLIANCE WITH APPLICABLE LAWS
In the performance of the Artwork, the Artist agrees to comply with all applicable state and
local laws, rules, and regulations.
Agreement for Artwork/City Hall Plaza
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ATTEST:
Darnelle Daskam, City Clerk
APPROVED AS TO FORM:
B. II-leid,
MAYOR
ncorporated
Tax
Agreement for Artwork/City Hall Plaza
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ADDENDUM NO. 1
ADDENDUM TO AGREEMENT
BETWEEN ANTI-INCORPORATED c/o SHEILA KLEIN
AND THE CITY OF AUBURN
RELATING TO AGREEMENT FOR ARTWORK
THIS ADDENDUM is made and entered into this a2-4-1 day ofJ ,
.21W)oO, by and between Anti- Incorporated c/oSheila Klein, (hereina er referred to as
"ARTIST") and the CITY OF AUBURN, a municipal corporation of the State of Washington
(hereinafter referred to as the "CITY"), as an addendum to the Agreement between the parties for
Agreement for Artwork executed on the 23 day of June, 2010.
WITNESSETH:
WHEREAS, the City is currently re-designing the City Hall Plaza (the "Site"); and
WHEREAS, the City desires to contract with the Artist to design, build, and install
artwork (the "Artwork") for the Site; and
WHEREAS, the Work is to be integrated lighting elements on the Site, requiring
coordination between the Artist, the City's architects, and the contractor selected to construct the
City Hall Plaza,
NOW THEREFORE THE CITY AND THE ARTIST IN CONSIDERATION OF THE
CONDITIONS AND COVENANTS HEREIN DO AGREE AS FOLLOWS
ITEM ONE REVISION TO ARTICLE 2. COMPENSATION AND PAYMENT SCHEDULE
That Section 2.2 of the Agreement is amended to add the following language:
The first payment of twenty thousand dollars and no/100 ($20,000) will be paid by the City to the
Artist upon completion of and approval of final design drawings. The second payment of eighteen
thousand dollars and no/100 ($18,000) will be paid by the City to the Artist upon stamped
engineering drawings and presentation to the Downtown Redevelopment Council committee of the
hand fabrication design. A third payment of twenty thousand dollars and no/100 ($20,000) will be
paid by the City to the Artist upon completion of fabrication. The forth and final payment of ten
thousand dollars and no/100 ($10,000) shall be paid by the City to the Artist no later than ten (10)
days after final acceptance by the city.
ITEM TWO REMAINING TERMS UNCHANGED: That all other provisions of the Agreement
between the parties for Agreement for Artwork executed on the 23 day of June, 2010, shall remain
unchanged, and in full force and effect.
Page 1
IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the day and year
first above written.
CITY F A AN I r NCORP TED
ter.
By. By. -
Peter B. Lewis, Mayor ila ein, Artist
Attest:
XD~
Danielle E. Daskam. City Clerk
Appro d as to rm:
Daniel B. H ' ity A orney
Page 2
ADDENDUM NO.2
ADDENDUM TO AGREEMENT -
BETWEEN ANTI-INCORPORATED c/o SHEILA KLEIN
AND THE CITY OF AUBURN
RELATING TO AGREEMENT FOR ARTWORK
THIS ADDENDUM is made and entered into this day of ,
20 , by and between Anti- Incorporated c/oSheila Klein, (hereinafter referred to as "ARTIST") and
the CITY OF AUBURN, a municipal corporation of the State of Washington (hereinafter referred to as
the "CITY"), as an addendum to the Agreement between the parties for Agreement for Artwork executed
on the 23 day of June, 2010.
WITNESSETH:
WHEREAS, the City is currently re-designing the City Hall Plaza (the "Site"); and
WHEREAS, the City desires to contract with the Artist to design, build, and install artwork
(the "Artwork") for the Site; and
WHEREAS, the Work is to be integrated lighting elements on the Site, requiring coordination
between the Artist, the City's architects, and the contractor selected to construct the City Hall Plaza,
NOW THEREFORE THE CITY AND THE ARTIST IN CONSIDERATION OF THE
CONDITIONS AND COVENANTS HEREIN DO AGREE AS FOLLOWS
ITEM ONE REVISION TO ARTICLE 3. TIME OF PERFORMANCE
That Section 3.1 of the Agreement is amended to the following language:
The services to be required of the Artist shall be completed in accordance with the schedule for
completion of the Site as established by Makers. Construction began in August 2010 and estimated
completion projected in March 2011. The contract expires in April 30, 2011 at which time an additional
contract will be initiated with both parties to address potential additional expenses incurred by the
ARTIST due to the delay of the project.
ITEM TWO REMAINING TERMS UNCHANGED: That all other provisions of the Agreement
between the parties for Agreement for Artwork executed on the 23 day of June, 2010, shall remain
unchanged, and in full force and effect.
IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the day and year
first above written.
Page 1
T_Y AUBU ANTI-I f C RPb
By: By
Peter B. Lewis, Mayor Sheila Klein, 1Artist
Attest:
Dan e E.baskam. City Clerk
Appro ed as to form:
Daniel B. Heid, City Attorney
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