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HomeMy WebLinkAbout4077 RESOLUTION NO.4 0 7 7 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF AUBURN, WASHINGTON, AUTHORIZING THE MAYOR AND CITY CLERK TO EXECUTE A CONTRACT WITH ARTISTS TOM ASKMAN AND LEA ANNE LAKE TO DESIGN, FABRICATE AND INSTALL AN ART COMPONENT FOR THE WEST MAIN STREET NON- MOTORIZED IMPROVEMENT PROJECT WHEREAS, the CITY has identified that an art component in some public works projects is desirable to the citizens of Auburn and the community at large; and WHEREAS, the CITY desires to contract with ARTISTS to design, fabricate and install artwork for the West Main Street Non-Motorized Improvement Project in Auburn, Washington; and WHEREAS, the ARTISTS were selected by the CITY through their competitive Call for Artists proposals; and 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 Tom Askman and Lea Anne Lake in substantial conformity with the Agreement attached hereto, denominated as Exhibit "A" and made a part hereof as though set forth in full herein. Section 2. The Mayor is hereby authorized to implement such administrative procedures as may be necessary to carry out the directives of the legislation. Section 3. The Resolution shall take effect and be in full force and effect upon passage and signatures hereon. Resolution No. 4077 August 10, 2006 Page 1 of 2 .r DATED AND SIGNED this C:;/ ~day of August, 2006 ATTEST: J)a;;dt~ Danle1le E. Daskam City Clerk APPROVED AS TO FORM: Resolution No. 4077 August 10, 2006 Page 2 of2 CITY OF AUBURN PETER . LEWIS MAYOR Exhibit A - Resolution 4077 AN AGREEMENT FOR ARTWORK __ 5EPtCtiA.8i3te- This Agreement is made and entered into this 7'::? day of August, 2006, by and between the City of Auburn, Washington, a municipal corporation of the State of Washington herein referred to as "CITY" and Tom Askman and Lea Anne Lake, 5805 East ~It-I)I Sharp Avenue, SpokaneA Washington 99212 (Telephone: 509-532-8657 or 509-951- c..>\": .....:... ' 5380), herein referred to as "ARTISTS." WHEREAS, the CITY desires to contract with ARTISTS to design artwork for the West Main Non-motorized Improvement Projects, Auburn, Washington; and WHEREAS, the ARTISTS were selected by the CITY through a procedure approved by the City of Auburn to design, execute, fabricate, installation or supervision of installation a streetscape artwork, herein referred to as the "WORK" and located on West Main Street between the Burlington Northern Santa Fe Railroad (BNSF) tracks and the Interurban Trail, herein referred to as the "SITE;" NOW THEREFORE THE CITY AND THE ARTISTS IN CONSIDERATION OF THE CONDITIONS AND COVENANTS HEREIN DO AGREE AS FOLLOWS: Article 1. SCOPE OF SERVICE 1.1 GENERAL The ARTS ITS will develop streetscape artwork for the SITE working with SITE Project Team and the Auburn Parks, Arts & Recreation/Auburn Arts Commission. The ARTISTS are expected to coordinate the design, fabrication and installation with the Project Team and the Auburn Parks, Arts & Recreation/Auburn Arts Commission. The ARTISTS shall be responsible for all services and furnish all Exhibit A - Resolution 4077 Agreement - Tom Askman & lea Anne lake August 2006 Page 1 of 14 supplies, material, and equipment as necessary for the design, execution, fabrication, transportation and installation of the WORK at the SITE. 1.2 PROJECT F~AS6 II ~.' The WORK is divided into three phases: P!Jat:;o I, related to the (U-/ design, fabrication and installation of integrated sidewalk treatments of F'H-;tS€ J r/:) sandblastecLafla coler aeia ekhEfG designs; I2:Ili5I~e U~ related to execution, lj!/ fabrication, transportation and installation of vertical elements; Phase III, related to design, execution, fabrication, transportation and installation of additional/alternate integrated artwork elements. Each phase shall have a defined Scope of Work describing the services provided by the ARTISTS and hence the relative compensation to the ARTISTS. The ARTISTS shall begin work under each Phase after Scope of Work and final design has been approved and accepted by Auburn Arts Commission and the CITY. 1.3 EXECUTION OF WORK The ARTISTS shall approach the final design and construction of the work in accordance with the approved model and/or drawings, which were presented by the ARTISTS to the Selection Committee and which were recommended by the City of Auburn Arts Commission April 2006 for approval by the Auburn City Council. A. The ARTISTS shall provide all labor and materials necessary to: 1. Produce and complete a finished work of art; 2. Deliver the artwork; Exhibit A - Resolution 4077 Agreement - Tom Askman & lea Anne lake August 2006 Page 2 of 14 3. Install the artwork in accordance with the agreed upon schedule. B. The ARTISTS will seek out regular updates from the City on deadlines relevant to the art project. C. The ARTISTS shall coordinate the schedule for implementation and completion of studio fabrication with the Auburn Arts Commission and City Project Coordinator. 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 City codes and with the construction schedule. 1.4 DELIVERY AND INSTALLATION A. The ARTISTS 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 ARTISTS prior to installation. C. Site installation shall be prepared by the ARTISTS with CITY approval. D. During installation, the ARTISTS 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. Exhibit A - Resolution 4077 Agreement - Tom Askman & lea Anne lake August 2006 Page 3 of 14 1.5 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 ARTISTS. B. The ARTISTS shall be available at such time or times as may be agreed between the CITY and the ARTISTS 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 ARTISTS shall provide to the CITY written instructions for appropriate maintenance and preservation of the WORK. 1.6 FINAL ACCEPTANCE A. The ARTISTS 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 ARTISTS in writing of its final acceptance of the WORK. 1.7 RISK OF LOSS The risk of loss or damage to the WORK shall be borne by the ARTISTS until final acceptance, and the ARTISTS shall take such measures as are necessary to protect the WORK from loss or damage until final acceptance. Exhibit A - Resolution 4077 Agreement - Tom Askman & lea Anne lake August 2006 Page 4 of 14 1.8 INDEMNIFICATION The ARTISTS 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 ARTISTS, his agents, representatives, and employees except where such claims arise solely from the negligent acts of the CITY, its agents, representatives, or employees. 1.9 TITLE Title to the WORK shall pass to the CITY upon final acceptance. 1.10 OWNERSHIP OF DOCUMENTS, MODELS Upon final acceptance, all studies, drawings, designs, and models prepared and submitted under this Agreement shall be returned to the ARTISTS and shall belong to the ARTISTS. 1.11 INSURANCE The ARTISTS 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 ARTISTS'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 Exhibit A - Resolution 4077 Agreement - Tom Askman & Lea Anne Lake August 2006 Page 5 of 14 cancellation or expiration of the policy or any modification of any provisions of the policy. The ARTISTS shall be required to provide a Certificate of Insurance to the CITY prior to commencing performance under the terms of this Agreement. 1.12. INDEPENDENT CONTRACTOR/ASSIGNMENT The parties agree and understand that the ARTISTS 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 ARTISTS for satisfactory completion of Phase I, Phase II and Phase III of the Scope of Work in the total fixed amount of $30,000, which shall constitute full compensation for all services, engineering permits and materials to be performed and furnished by the ARTISTS under this Agreement. All fees shall be paid in accordance with standard CITY business practices. At each fee/fabrication Phase outlined above, the ARTISTS will submit a brief written report, which describes the progress to date, and invoice the CITY at that time. Exhibit A - Resolution 4077 Agreement - Tom Askman & Lea Anne Lake August 2006 Page 6 of 14 2.2 Taxes The ARTISTS 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. ARTISTS understand that taxes are included in the agreed upon fee of $30,000 (Thirty Thousand and No/100s Dollars). 2.3 ARTISTS EXPENSES The ARTISTS 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 ARTISTS and the ARTISTS' 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 ARTISTS shall be completed in accordance with the schedule for completion of the WORK as proposed by the ARTISTS and approved by the CITY provided that such time limits may be extended or otherwise modified by written agreement between the ARTISTS and the CITY. Exhibit A - Resolution 4077 Agreement - Tom Askman & Lea Anne Lake August 2006 Page 7 of 14 ARTICLE 4. WARRANTIES 4.1 WARRANTIES OF TITLE The ARTISTS represents and warrants that: (a) the WORK is solely the result of the artistic effort of the ARTISTS; (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 ARTISTS 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 ARTISTS. 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 ARTISTS of any observed breach with reasonable promptness. The ARTISTS 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 ARTISTS and which cure is consistent with professional conservation standards. Exhibit A - Resolution 4077 Agreement - Tom Askman & Lea Anne Lake August 2006 Page 8 of 14 ARTICLE 5. REPRODUCTION RIGHTS 5.1 GENERAL The ARTISTS 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 ARTISTS shall not make any additional exact duplicate, three-dimensional reproductions of the final WORK nor shall the ARTISTS grant permission to others to do so except with the written permission of the CITY. The ARTISTS 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. 5.2 NOTICE All reproductions by the CITY shall contain a credit to the ARTISTS in the following form: "Title," 2007, Tom Askman and Lea Anne Lake 5.3 CREDIT TO THE CITY The ARTISTS 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 ARTISTS' control of the reproductions of the WORK. Exhibit A - Resolution 4077 Agreement - Tom Askman & Lea Anne Lake August 2006 Page 9 of 14 ARTICLE 6. ARTISTS'S RIGHTS 6.1 IDENTIFICATION The CITY will provide a plaque to be delivered to the ARTISTS prior to installation. The ARTISTS 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 ARTISTS 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 ARTISTS 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 ARTISTS shall not unreasonably withhold approval for any repair or restoration of the WORK. If the ARTISTS unreasonably fails to approve any repair or restoration, the CITY shall have the right to make such repair or restoration. Exhibit A - Resolution 4077 Agreement - Tom Askman & Lea Anne Lake August 2006 Page 10 of 14 6.4 AL TERA TION/MODIFICA TION OF THE WORK OR OF THE SITE A. The City reserves the right to modify or relocate the WORK. B. The CITY agrees that it will contact the ARTISTS 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 ARTISTS ADDRESS The ARTISTS 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 ARTISTS where required under the terms of this Agreement, shall be deemed a waiver by the ARTISTS of the right subsequently to enforce those provisions of this Article 6 that require the express approval of the ARTISTS. ARTICLE 7 . NON-DISCRIMINATION The ARTISTS 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 Exhibit A - Resolution 4077 Agreement - Tom Askman & Lea Anne Lake August 2006 Page 11 of 14 or served if sent by registered or certified mail addressed to the respective parties as follows: Laurie Rose, Cultural Arts Manager City of Auburn Parks, Arts & Recreation 910 Ninth Street SE Auburn, WA 98002 Tom Askman Lea Anne Lake 5805 E. Sharp Ave., #A-2 Spokane, WA 99212 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 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 ARTISTS for all services performed by the ARTISTS prior to termination. In the event of default by the ARTISTS, 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 ARTISTS for all work as performed prior to termination. Notwithstanding, the ARTISTS shall not be relieved of liability to Exhibit A - Resolution 4077 Agreement - Tom Askman & Lea Anne Lake August 2006 Page 12 of 14 . ' the CITY for damages sustained by the CITY by virtue of any breach of this Agreement by the ARTISTS and the CITY may reasonably withhold payments to the ARTISTS until such time as the exact amount of such damages due the CITY from the ARTISTS 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 ARTISTS agrees to comply with all applicable state and local laws, rules, and regulations. Exhibit A - Resolution 4077 Agreement - Tom Askman & Lea Anne Lake August 2006 Page 13 of 14 of. ." CITY OF AUBURN ~ ARTISTS ~~ Tax #:5':tI'-fjl-ff~J1O ATTEST: AD~~ Danietre Daskam, City Clerk Exhibit A - Resolution 4077 Agreement - Tom Askman & Lea Anne Lake August 2006 Page 14 of 14