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HomeMy WebLinkAbout3507 RESOLUTION NO. 3507 A RESOLUTION OF THE CITY OF AUBURN, WASHINGTON, AUTHORIZING THE MAYOR AND CITY CLERK OF THE CITY OF AUBURN, TO EXECUTE AN AGREEMENT WITH PAUL SOREY TO DESIGN, FABRICATE AND INSTALL ARTWORK FOR THE AUBURN TRANSIT STATION. THE CITY COUNCIL OF THE CITY OF AUBURN, WASHINGTON, IN A REGULAR MEETING DULY ASSEMBLED, HEREBY RESOLVES THAT: WHEREAS, the City desires to contract with artist Paul Sorrey to design and fabricate artwork for the Transit Station; and WHEREAS, the artist was selected by the City through a procedure approved by the Auburn Arts Commission; THE CITY COUNCIL OF THE CITY OF AUBURN, WASHINGTON, IN A REGULAR MEETING DULY ASSEMBLED, HEREBY RESOLVE THAT: Section 1. The Mayor and City Clerk ofthe City of Auburn, Washington, are hereby authorized to execute an Agreement with Paul Sorey to design, fabricate, and install artwork for the Transit Station. A copy of the Agreement is attached hereto, designated as Exhibit "A", and incorporated by reference in this Resolution. Section 2. The Mayor is hereby authorized to implement such administrative procedures as may be necessary to carry out the directives ofthis legislation. DATED AND SIGNED this ~day of August, 2002. Resolution No. 3507 July 29,2002 Page 1 of2 CITY OF AUBURN ~-<~ PETE B. LEWIS MAYOR ATTEST: ))~~ Dalll-elle Daskam, City Clerk APPROVED AS TO FORM: Resolution No. 3507 July 29, 2002 Page 2 of2 Resolution 3507 - Exhibit A ORIGINAL AN AGREEMENT FOR ARTWORK This Agreement is made and entered into this 10th day of July, 2002, by and between the City of Auburn, Washington, a municipal corporation of the State of Washington herein referred to as "CITY" and Paul Sorey, 9021 12th Avenue Southwest, Seattle, Washington 98106 (Telephone 206-767-4117), herein referred to as ARTIST. WHEREAS, the CITY desires to contract with ARTIST to provide a series of sculptural figures for the Auburn Transit Station plaza site and adjacent pedestrian area; and WHEREAS, the ARTIST was selected by the CITY through a procedure approved by the Auburn Arts Commission to design, execute, fabricate and install an artwork herein referred to as the WORK in a public space located at Auburn Transit Station, 23 "A" Street Southwest, herein referred to as the SITE; 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 GENERAL The ARTIST shall be responsible for all services and furnish all supplies, material, and equipment as necessary for the design, execution, fabrication, transportation and installation of the WORK at the SITE. The WORK is described as follows: A series oflife size shiny stainless steel figures (exact number to be determined between the ARTIST and the Auburn Arts Commission) with supporting bollard structures to be placed on the plaza and Agreement - Paul Sorey June 10, 2002 Page 1 of 14 Resolution 3507 - Exhibit A July 29, 2002 Page 1 of 14 adjacent pedestrian areas (locations to be determined between the ARTIST and the Auburn Arts Commission) To receive final approval for the figurative elements of the WORK, and within sixty (60) days of the contract being executed by the CITY, the ARTIST is to provide a written description to the Auburn Arts Commission of each figure proposed, together with the number of figures to be placed, and the exact location or placement of each figure in the plaza or on adjacent streets. The proposed artwork may also be required to pass review by a licensed structural engineer. The ARTIST shall pay for such engineering review. The ARTIST shall modify the design and/or construction of the artwork based on the engineering review, if necessary. 1.2 EXECUTION OF WORK The ARTIST shall approach the construction of the work in accordance with the proposed model which was presented by the ARTIST to the Selection Committee and which was approved by the Auburn Arts Commission on July 8, 2002. A. The ARTIST shall provide all labor and materials necessary to: 1. Produce and complete a finished work of art; 2. Deliver the artwork; 3. Install the artwork in accordance with the agreed upon schedule. B. The ARTIST will seek out regular updates from the City and Landscape Architect for the transit plaza project on scheduling information and deadlines relevant to the art project. Agreement - Paul Sorey June 10,2002 Page 2 of 14 Resolution 3507 - Exhibit A July 29,2002 Page 2 of 14 C. The ARTIST shall coordinate the schedule for implementation and completion of studio fabrication with the Auburn Arts Commission. D. The CITY shall have the right to review the WORK at reasonable times during fabrication. E. The WORK shall be completed and installed after completion of the Auburn Transit Station plaza, which is scheduled for completion by Fall, 2002. WORK is to be installed by December 31, 2002. 1.3 DELIVERY AND INSTALLATION A. The ARTIST shall deliver and install the completed WORK at the site in compliance with the schedule set forth in section 1.2.A, B. The ARTIST shall store the WORK at his/her own expense, should the WORK be completed prior to the schedule set forth in Section 1.2.A. A revised installation date shall be agreed upon by the CITY and the ARTIST. C. The CITY shall approve installation plans presented by the artist prior to installation. D. Site installation shall be prepared by the ARTIST with CITY approval. E. During installation, the ARTIST shall secure the SITE and ensure the safety of the public and the WORK. The CITY shall determine when installation is complete and shall inspect SITE during installation. 1.4 POST-INSTALLATION A. The CITY will provide photo documentation of the WORK for CITY files. Agreement - Paul Sorey June 10, 2002 Page3 of 14 Resolution 3507 - Exhibit A July 29.2002 Page 3 of 14 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 ofthe WORK to the CITY. The CITY shall use its best efforts to arrange for publicity for the completed WORK. C. Upon installation of the WORK, the ARTIST shall provide to the CITY written instructions for appropriate maintenance and preservation of the WORK. 1.5 FINAL ACCEPTANCE A. The ARTIST shall advise the CITY in writing when all services required have been completed in substantial conformity to the stated Proposal. B. The CITY shall notify the ARTIST in writing of its final acceptance of the WORK. 1.6 RISK OF LOSS The risk ofloss or damage to the WORK shall be borne by the ARTIST until final acceptance, and the ARTIST shall take such measures as are necessary to protect the WORK from loss or damage until final acceptance. 1.7 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 WORK and the obligations contained in this Agreement on the part of the ARTIST, his agents, representatives, and employees except where such Agreement - Paul Sorey June 10, 2002 Page 4 of 14 Resolution 3507 - Exhibit A July 29, 2002 Page 4 of 14 claims arise solely from the negligent acts of the CITY, its agents, representatives, or employees. 1.8 TITLE Title to the WORK shall pass to the CITY upon final acceptance. 1.9 OWNERSHIP OF DOCUMENTS, MODELS Upon final acceptance, all studies, drawings, designs, and models prepared and submitted under this Agreement shall be returned to the ARTIST and shall belong to the ARTIST. 1.10 INSURANCE The ARTIST agrees to obtain and maintain during the time period that the WORK is being installed on the CITY'S premises, comprehensive liability insurance in minimum amounts of not less than ONE MILLION DOLLARS ($1,000,000) per occurrence to protect the CITY, its agents, officers, and employees from any claims by any person for damage to persons or property arising out of or resulting from the performance of this Agreement during the time that the WORK is being installed on the CITY'S premises. The insurance policy shall name the CITY OF AUBURN as additionally insured. The policy shall require a minimum ofthirty (30) days prior written notice to the CITY of any cancellation or expiration ofthe policy or any modification of any provisions of the policy. The ARTIST shall be required to provide a Certificate of Insurance to the CITY prior to commencing performance under the terms of this Agreement. Agreement - Paul Sorey June 10, 2002 Page 5 of 14 Resolution 3507 - Exhibit A July 29,2002 Page 5 of 14 1.11. 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. ARTICLE 2. COMPENSATION AND PAYMENT SCHEDULE 2.1 FEE The CITY shall pay the ARTIST a fixed fee of $30,000.00 (Thirty Thousand and No/IOOs 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 in accordance with standard CITY business procedures in the following installments: A. $2,500 (Two Thousand, Five Hundred and No/lOOs Dollars) upon final execution of this Agreement in recognition of services conducted by the ARTIST to execute this Agreement. B. $5,000 (Five Thousand and No/lOOs Dollars) upon final approval of the design of the WORK by the Auburn Arts Commission. C. $7,500 upon initial fabrication and inspection by CITY of principal elements of the WORK. D. $7,500 upon 50% of the fabrication and inspection by the CITY of the WORK. Agreement - Paul Sorey June 10,2002 Page 6 of 14 Resolution 3507 - Exhibit A July 29, 2002 Page 6 of 14 E. $7,500 upon successful installation and acceptance of the WORK. F. Services for each phase of work must be invoiced by ARTIST and mailed to: City of Auburn Arts Commission, 25 West Main Street, Auburn, Washington 98001 (Telephone: 253-804-5057). G. The ARTIST will submit the final invoice and other documents as are required by this contract/agreement within thirty (30) days of completion of the installation of WORK. Unless waived by the CITY in writing, failure by the artist to submit final invoice and required documents will relieve the CITY of any and all liability for payment to the ARTIST for the amount set forth in such invoice or in any subsequent invoice. At each fee/fabrication milestone outlined above, the ARTIST will submit a brief written report, which describes the progress to date. 2.2 Taxes The ARTIST is responsible for payment of all local, state, and federal taxes, which may be due from his work as a result of performance under this contract. ARTIST understands that taxes are included in the agreed upon fee of$30,000 (Thirty Thousand and No/IOOs Dollars). 2.3 ARTIST EXPENSES A. The ARTIST shall be responsible for the payment of all shipping charges, the costs of transporting the WORK to the SITE, the costs of all travel by the ARTIST and the ARTIST's agents and employees necessary for the proper Agreement - Paul Sorey June 10,2002 Page 7 of 14 Resolution 3507 - Exhibit A July 29. 2002 Page 7 of 14 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 as set forth in Article 1 shall be completed in accordance with the schedule for completion of the WORK as proposed by the ARTIST and approved by the CITY pursuant to Section 1.2.A provided that such time limits may be extended or otherwise modified by written agreement between the ARTIST and the CITY. ARTICLE 4. WARRANTIES 4.1 WARRANTIES OF TITLE The ARTIST represents and warrants that: (a) the WORK is solely the result of the artistic effort of the ARTIST; (b) except as otherwise disclosed in writing to the CITY, the WORK is unique and original and does not infringe upon any copyright; (c) the WORK has not, or a duplicate thereof has not, been accepted for sale elsewhere; and (d) the WORK is free and clear of any liens from any source whatever. 4.1 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 WORK will be performed in a workmanlike manner; and the WORK as fabricated and installed, will be free of defects in material Agreement - Paul Sorey June 10,2002 Page 8 of 14 Resolution 3507 - Exhibit A July 29, 2002 Page 8 of 14 and workmanship; and reasonable maintenance of the WORK will not require procedures substantially in excess of those described in the maintenance recommendations to be submitted by the ARTIST. The warranties described in this section shall survive for a period of three (3) years after the final acceptance of the WORK. 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 WORK except ownership and possession and except as such rights are limited by this Section. In view ofthe intention that the WORK in its final dimension shall be unique, the ARTIST shall not make any additional exact duplicate, three-dimensional reproductions of the final WORK 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 license to make representative photographic reproductions of the WORK 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 WORK. Agreement - Paul Sorey June 10, 2002 Page 9 of 14 Resolution 3507 - Exhibit A July 29,2002 Page 9 of 14 5.2 NOTICE All reproductions by the CITY shall contain a credit to the ARTIST in the following form: "(Title)" 2002 Paul Sorey 5.3 CREDIT TO THE CITY The ARTIST shall use his best efforts to give a credit reading substantially, "An original WORK owned and commissioned by the City of Auburn, Washington" in any public showing under the ARTIST's control of the reproductions of the WORK. ARTICLE 6. ARTIST'S RIGHTS 6.1 IDENTIFICATION The CITY will provide a bronze plaque 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 shall be installed by the ARTIST simultaneously with the WORK. 6.2 MAINTENANCE The CITY recognizes that maintenance of the WORK on a regular basis is essential to the integrity of the WORK. The CITY shall make reasonable efforts to assure that the WORK 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 WORK against the ravages oftime, vandalism, and the elements. Agreement - Paul Sorey June 10,2002 Page 10 of 14 Resolution 3507 - Exhibit A July 29, 2002 Page 10 of14 6.3 REPAIRS AND RESTORATION The CITY shall have the right to determine when and if repairs and restorations to the WORK will be made. The ARTIST shall not unreasonably withhold approval for any repair or restoration of the WORK. 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 ALTERATION OF THE WORK OR OF THE SITE A. The CITY agrees that it will not intentionally damage, alter, modify, or change the WORK without the prior written approval of the ARTIST. The CITY will contact the ARTIST and advise himlher of such changes. B. Nothing in this section shall preclude any right of the CITY to remove the WORK from public display. 6.5 PERMANENT RECORD The CITY shall maintain on permanent file a record of this Agreement and of the location and disposition of the WORK. 6.6 ARTIST ADDRESS The ARTIST shall notify the CITY of changes in his 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. Agreement - Paul Sorey June 10, 2002 Page II of 14 Resolution 3507 - Exhibit A July 29, 2002 Page II ofl4 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, 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: Susan Sagawa Cultural Programs Manager City of Auburn 25 West Main Street Auburn, W A 98001 Paul Sorey 902112lh Avenue Southwest Seattle, W A 98106 Either party may, by like notice at any time, designate a different address to which notices shall be set. Notice in accordance with these provisions shall be deemed received when mailed. ARTICLE 9 TERMINATION If either party to this Agreement shall willfully or negligently fail to fulfill in a timely and proper manner or otherwise violate any form of the covenants, agreements, or stipulations material to this Agreement, the othe party shall thereupon have the right to terminate this Agreement by giving written notice to the defaulting party of its intent to terminate specifying the grounds for termination. In the event of Agreement - Paul Sorey June 10,2002 Page 12 of 14 Resolution 3507 - Exhibit A July 29,2002 Page 12 of 14 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, models, 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 ofliability 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 A. This Agreement may not be changed or modified nor any provision hereof waived except in writing agreed to by both parties. B. 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. C. The non-prevailing party agrees to pay all reasonable costs, attorney's fees and expenses that may be incurred by the substantially prevailing party in enforcing the provision ofthis Agreement. D. In the performance ofthe WORK, the ARTIST agrees to comply with all applicable state and local laws, rules, and regulations. Agreement - Paul Sorey June 10, 2002 Page 13 of 14 Resolution 3507 - Exhibit A July 29, 2002 Page 13 of 14 CITY OF AUBURN \~~~ PETER B. LEWIS, MAYOR ARTIST PAf~h S 1:!, - Co 8 - 5' l' Tax#: ATTEST: ~ ~~~ banI lie Daskam, City Clerk Agreement - Paul Sorey June 10,2002 Page 14 of 14 Resolution 3507 - Exhibit A July 29, 2002 Page 14 of 14