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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