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RESOLUTION NO.3 877
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
AUBURN, WASHINGTON, AUTHORIZING THE MAYOR AND
THE CITY CLERK TO EXECUTE AN AGREEMENT WITH INGRID
LAHTI TO DESIGN, FABRICATE AND INSTALL A DIRECTIONAL
ART WORK AT THE SOUTHEAST CORNER OF AUBURN WAY
SOUTH AND F STREET SOUTHEAST
WHEREAS, the City desires to contract with artist Ingrid Lahti to design,
fabricate and install artwork at the intersection of Auburn Way South and "F"
Street Southeast;
WHEREAS, the artist was selected by the City through a procedure
approved by the City of Auburn Arts Commission to create an artwork to be
located as previously stated.
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF AUBURN,
WASHINGTON, HEREBY RESOLVES AS FOLLOWS:
Section 1. The Mayor and City Clerk of the City of Auburn, Washington,
are hereby authorized to execute an Agreement with Ingrid Lahti to design,
fabricate and install artwork at the southeast corner of the intersection of Auburn
Way South and F Street Southeast, in substantial conformity with the agreement
attached hereto, designated as Exhibit "A", and incorporated herein 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.
Resolution 3877
September 13, 2005
Page 1012
Section 3. This resolution shall take effect and be in full force upon
passage and signatures hereon.
DATED AND SIGNED this /f"f;. day of September, 2005.
ATTEST:
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City Clerk
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Resolution 3877
September 13, 2005
Page 2 012
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Resolution 3877
Exhibit A
AN AGREEMENT FOR ARTWORK
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This Agreement is made and entered into this (1;/ day of September, 2005, by
and between the City of Auburn, Washington, a municipal corporation of the State of
Washington herein referred to as "CITY" and Ingrid Lahti, 3641 88th Ave. SE, Mercer
Island, Washington 98040-3614 (Telephone: 206-232-3543), herein referred to as
ARTIST.
WHEREAS, the CITY desires to contract with ARTIST to provide a stainless steel
sculptural signage and landscape installation to be installed at the intersection of Auburn
Way South and F Street Southeast, Auburn, Washington; and
WHEREAS, the ARTIST was selected by the CITY through a procedure approved
by the City of Auburn to design, execute, fabricate and install an artwork, herein referred to
as the WORK and located at the intersection of Auburn Way South and F Street Southeast
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.
Resolution 3877 - Exhibit A
Agreement - Ingrid Lahti
September 13, 2005
Page 1 0114
The WORK is described as follows: Imagery and lettering reading Les
Gove Community Campus will be cut into a 3/8 inch thick beaded stainless
steel plate for a sign, approximately 14 feet wide by three feet six inches
(3'6") tall on the southeast corner of the intersection. The sign will be
bermed and slightly convex for motorist visibility. To echo what was once the
White River bed, the ARTIST will work with City staff and the project's
landscape architect to choose trees, shrubs and plants for the site indicative
of natural plantings along rivers. The cost of the plantings and berm will be
paid from the public works project's landscape budget.
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 and drawings, which were presented by
the ARTIST to the Selection Committee and which were recommended by
the City of Auburn Arts Commission on July 11, 2005 for approval by the
Auburn City Council.
A. The ARTIST shall provide all labor and materials necessary to:
1. Produce and complete a finished work of art;
2. Deliver the artwork;
Resolution 3877 - Exhibit A
Agreement - Ingrid Lahti
September 13, 2005
Paga 2 01 14
3. Install the artwork in accordance with the agreed upon
schedule.
B. The ARTIST will seek out regular updates from the City on deadlines
relevant to the art project.
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 at the site in compliance
with the construction schedule. The intersection reconfiguration
project is anticipated to be complete in spring, 2006.
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 CITY shall approve installation plans presented by the artist prior
to installation.
C. Site installation shall be prepared by the ARTIST with CITY approval.
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.
Resolution 3877 - Exhibit A
Agreement - Ingrid Lahti
September 13, 2005
Page 3 01 14
1.4 POST-INSTALLATION
A. The CITY will provide photo documentation of the WORK 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 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 of loss 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.
Resolution 3877 - Exhibit A
Agreement - Ingrid Lahti
September 13, 2005
Page 4 01 14
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 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 term of this
agreement 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 ARTIST'S
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
Resolution 3877 - Exhibit A
Agreement - Ingrid Lahti
September 13, 2005
Page 5 01 14
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 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 $30,000.00 (Thirty
Thousand and No/100s 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. $12,000 (Twelve Thousand and No/100s Dollars) upon final execution
of this Agreement in recognition of services conducted by the ARTIST
to execute this Agreement, and for purchase of materials.
B. $3,000 upon initial fabrication and inspection by CITY of principal
elements of the WORK.
Resolution 3877 - Exhibit A
Agreement - ingrid Lahti
September 13, 2005
Page 6 01 14
C. $7,500 upon 50% of the fabrication and inspection by the CITY of the
WORK.
D. $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: 253-804-5059).
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. 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/100s 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
Resolution 3877 - Exhibit A
Agreement - Ingrid Lahti
September 13, 2005
Page 7 01 14
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 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
Resolution 3877 - Exhibit A
Agreement - Ingrid Lahti
September 13, 2005
Page 8 01 14
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 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
Resolution 3877 - Exhibit A
Agreement- Ingrid Lahti
September 13, 2005
Page 9 01 14
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
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following form: ''Title,'' ~ Ingrid Lahti V\
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
Resolution 3877 - Exhibit A
Agreement - Ingrid Lahti
September 13, 2005
Page 100114
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 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 reserves the right to modify or relocate the signage.
B. The CITY agrees that it will contact the ARTIST and advise him/her of
such changes.
C. 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
Resolution 3877 - Exhibit A
Agreement - Ingrid Lahti
September 13, 2005
Page 11 0114
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.
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:
Lori Patrick, Cultural Arts Manager
City of Auburn Parks and Recreation
910 Ninth Street SE
Auburn, WA 98002
Ingrid Lahti
3641 88th Avenue SE
Mercer Island, WA 98040
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 other
party shall thereupon have the right to terminate this Agreement by giving
Resolution 3877 - Exhibit A
Agreement -Ingrid Lahti
September 13, 2005
Page 120114
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 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
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.
Resolution 3877 - Exhibit A
Agreement - Ingrid Lahti
September 13, 2005
Page 13 0114
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Tax #: 285-38-6579
ATTEST:
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Resolution 3877 - Exhibit A
Agreement - Ingrid Lahti
September 13, 2005
Page 14 01 14