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RESOLUTION NO.3 7 3 0
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
AUBURN, WASHINGTON, AUTHORIZING THE MAYOR AND
CITY CLERK TO EXECUTE AN AGREEMENT WITH SIDNEY
GENETTE TO DESIGN, FABRICATE AND INSTALL ARTWORK
FOR THE AUBURN PUBLIC SAFETY BUILDING
WHEREAS, the City of Auburn is having an Auburn Public Safety Building
constructed which will serve the City's Police and Municipal Court; and
WHEREAS, it would be a positive' amenity to this project for there to be come
Public Faci91kity Artwork associated therewith; and
WHEREAS, the City desires to contract with artist Sidney Genette to design,
execute, fabricate and install artwork at the Auburn Public Safety Building; and
WHEREAS, the artist was selected by the City through a procedure approved by
the Auburn Arts Commission to create an artwork to be located at the Auburn Public
Safety Building, 340 East Main Street, Auburn, Washington;
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 of the City of Auburn, Washington, are
hereby authorized to execute an Agreement, in substantial conformity with the
Agreement attached hereto, with Sidney Genette to design, execute, fabricate, and
install artwork for the Auburn Public Safety Building, in substantial conformity with the
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Resolution No. 3730
May 21, 2004
Page 1 of 2
Agreement a copy of which is attached hereto, designated as Exhibit "A", and
incorporated by reference.
Section 2. The Mayor is hereby authorized to implement such administrative
procedures as may be necessary to carry out the directives of this legislation.
Section 3. This Resolution shall take effect and be in full force upon passage
and signatures hereon.
DATED AND SIGNED this l~ day of June, 2004.
AUBURN
C~~
PETE B. LEWIS
MAYOR
ATTEST:
~Dæ.d:~
Danielle Daskam,
City Clerk
APPROVED AS TO FORM:
Daniel B. Heid,
City Attorney
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Resolution No. 3730
May 21,2004
Page 2 of 2
ORIG/~L~L
Resolution 3730 - Exhibit A
AN AGREEMENT FOR ARTWORK
This Agreement is made and entered into this l~ day of ~ )~-L , 2004, by and between the City of
Auburn, Washington, a municipal corporation of the State of Washington herein referred to as "CITY" and Sidney
Genette dba Lighting Designs, Inc., 76 South Washington Street #MI06, Seattle, Washington 98104 (Telephone:
206-467-6484), herein referred to as ARTIST.
WHEREAS, the CITY desires to contract with ARTIST to provide integrated neonlarchitecturallighting
elements to be installed into the Auburn Public Safety Building, currently under construction at 340 East Main
Street, Auburn, Washington; 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 and located at
340 East Main Street, Auburn, Washington, 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: Neonlarchitecturallighting elements that are
integrated into the building to complement the architectural "Art Moderne" design theme of the
building. The ARTIST is to work closely with the architect, Jan Dorbritz of Dorbritz Architects,
in creating a dynamic lighting feature that enhances the building in an artistic manner.
The proposed artwork will be required to pass review by the Auburn Arts Commission;
Lynn Rued, City of Auburn Facilities Administrator; and Jeff Oliphant, Auburn on Main, LLC.
Resolution 3730-Exhibit A
May 12,2004
Page 1 of 11
N :\Agendalt/2004/Res3730A
The ARTIST shall modify the design and/or construction of the artwork based on this review, if
necessary .
1.2 EXECUTION OF WORK
The ARTIST shall approach the construction of the work in accordance with the high
quality of work represented in the ARTIST's portfolio as presented to the Auburn Arts
Commission on May 10,2004.
The ARTIST shall:
A. Review available design drawings of the Public Safety Building.
B. Meet regularly with the architect/builder, and project manager to gain information about
their perspectives;
C. Present artwork proposal to the Auburn Arts Commission by at a date to be determined by
the CITY and the ARTIST.
D. The proposal will include:
1. A written description of the project. Written description, on 8 Y2 by II-inch
paper, will include: conceptual base for design of artwork; how the artwork
responds to the site/building; location of the artwork on site plan; dimensions;
and materials.
2. A visual depiction of the artwork. Depicted on 8 Y2 by II-inch paper, as well as
at a suitable scale for public presentation and display.
3. The artwork budget. The budget will show all costs to show that the artwork is
affordable within the fixed artwork budget of$30,000.
E. Upon review and approval of the artwork proposal, the ARTIST shall complete all work
necessary to produce artwork construction documents.
F. The ARTIST shall provide all labor and materials necessary to (1) produce and complete a
finished work of art; (2) deliver the artwork; and (3) Install the artwork in accordance with
the agreed upon schedule.
Resolution 3730-Exhibit A
May 12,2004
Page 2 of 11
N:\Agendalt/2004/Res3730A
G. The ARTIST will seek out regular updates from the CITY on deadlines relevant to the art
project.
H. The ARTIST shall coordinate the schedule for implementation and completion of studio
fabrication with the Auburn Arts Commission.
I. The CITY shall have the right to review the WORK during fabrication. The CITY will set a
schedule of visits with the ARTIST.
1.3 DELIVERY AND INSTALLATION
A. The ARTIST shall complete the WORK, deliver it and install the finished WORK at the
SITE in compliance with the construction schedule (which is still to be determined).
The Auburn Public Safety Building construction completion is anticipated to be mid-
October, 2004.
B. The CITY shall approve installation plans presented by the artist prior to installation.
C. The ARTIST, with the CITY's approval, shall prepare site installation.
D. 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.
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 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.
Resolution 3730-Exhibit A
May 12,2004
Page 3 of 11
N :\Agendalt/2004/Res3730A
B. The CITY shall notify the ARTIST in writing of its final acceptance ofthe 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 ofliability 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 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 AND NO/100s 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 of
thirty (30) days prior written notice to the CITY of any cancellation or expiration of the policy or
Resolution 3730-Exhibit A
May 12, 2004
Page 4 of 11
N :\Agendalt/2004/Res3730A
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.
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 Thirty Thousand and No/100s Dollars
($30,000). All fees shall be paid in accordance with standard CITY business procedures in the
following installments:
A. Three Thousand and No/100s Dollars ($3,000.) upon final execution ofthis agreement,
in recognition of services conducted by the ARTIST to execute this agreement.
B. Twelve Thousand and No/100s Dollars ($12,000) upon acceptance ofthe ARTIST's
proposal for design of artwork by the Auburn Arts Commission for purchase of
materials and initial fabrication.
C. Seven Thousand Five Hundred and No/100s Dollars ($7,500) upon 50% of the
fabrication and inspection by the CITY of the WORK
D. Seven Thousand Five Hundred and No/100s Dollars ($7,500) upon successful
installation and acceptance of the WORK.
E. Services for each phase of work must be invoiced by ARTIST and mailed to: City of
Auburn Arts Commission, 910 Ninth Street Southeast, Auburn, Washington 98002
(Telephone: 253-804-5057).
F. 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.
Resolution 3730-Exhibit A
May 12,2004
Page 5 of 11
N :\Agendalt/2004/Res3730A
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 day.
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 Thirty
Thousand and Noll OOs Dollars (30,000).
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 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 I 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.
Resolution 3730-Exhibit A
May 12,2004
Page 6 of 11
N :\Agendalt/2004/Res3730A
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 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 of the intention that the WORK in its final dimension shall be unique, the
ARTIST shall not make any additional exact duplicate, three-dimensional reproductions ofthe
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
Resolution 3730-Exhibit A
May 12, 2004
Page 7 of 11
N :\Agendalt/2004/Res3730A
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.
5.2 NOTICE
All reproductions by the CITY shall contain a credit to the ARTIST in the following
form: "(Title)" 2004
Sidney Genette.
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 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
WORK will be made. The ARTIST shall not unreasonably withhold approval for any repair or
Resolution 3730-Exhibit A
May 12,2004
Page 8 of 11
N :\Agendalt/2004/Res3730A
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 him/her 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 dispositiön 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.
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.
Resolution 3730-Exhibit A
May 12, 2004
Page 9 of 11
N :\Agendalt/2004/Res3730A
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 Gochoel
Cultural Programs Manager
Auburn Arts Commission
910 Ninth Street SE
Auburn, W A 98002
Sidney Genette
Lighting Designs, Inc.
76 South Washington ST #M106
Seattle, WA 98104
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 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 ARTIS T 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.
Resolution 3730-Exhibit A
May 12, 2004
Page 10 of 11
N :\Agendalt/2004/Res3 730A
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 of this
Agreement.
D. In the performance of the WORK, the ARTIST agrees to comply with all applicable state and
local laws, rules, and regulations.
CITY OF AUBURN
~~
PETER B. LEWIS, MAYOR
ARTIST
dµ¿ 4~
SIDNEY G~
Tax #: :'1 1~,;H 1>9-
~/S-- 7¿j--jJ2;¿ 4(1
ATTEST:
JJbD¡ f)J~
Danielle DasKam, City Clerk
Resolution 3730-Exhibit A
May 12,2004
Page 11 of 11
N :\Agendalt/2004/Res3730A