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Home My WebLink AboutARTSITELTD, LLC AGREEMENT FOR PROFESSIONAL SERVICE THIS AGREEMENT FOR PROFESSIONAL SERVICES (the "Agreement") is made and entered into this is day of March 2015 by and between the City of Auburn, Washington, a Municipal Corporation of the State of Washington (the "CITY"), and ARTSITELTD, LLC whose address is, PO Box 81121 Seattle, WA 98108 ("ART SITE" or the "CONTRACTOR"). WHEREAS, the CITY owns and maintains a public outdoor art collection for the enrichment and enjoyment of its residents and visitors. This collection includes "Tobu Bo", which consists of five (5) dragonfly sculptures by artists Tom Askman and Lea Anne Lake, located adjacent to West Main Street between the Burlington Northern and Union Pacific Railroad tracks (the "artworks").; and WHEREAS, the individual artworks require periodic routine maintenance and specialized repair; and WHEREAS, maintenance and repair of outdoor sculptures must be performed by persons qualified by training or experience to do this highly specialized work without compromising the artistic integrity of the sculptures; and WHEREAS, the CONTRACTOR is qualified to and has agreed to perform work upon the artworks in compliance with the terms and conditions of this Agreement; NOW THEREFORE, the CITY and the CONTRACTOR in consideration of the conditions and covenants herein do agree as follows: 1. RETENTION OF VENDOR The CITY does hereby retain the CONTRACTOR to perform the work and services described herein. The parties agree that the CONTRACTOR is an independent contractor and shall furnish all supervision, labor, and all other incidentals except as specifically provided herein and the CONTRACTOR agrees to conduct and complete the performance in a competent and professional manner in accordance with the terms of this Agreement. 2. SCOPE OF WORK The CONTRACTOR agrees to perform the following specific services to and regarding the artworks (i.e. the five (5) sculptures comprising `Tobu Bo"), Tobu Bo Maintenance Agreement -- Agreement—Art Site Page 1 of 5 consistent with the CONTRACTOR's proposal letter dated March 2, 2015 attached hereto as "Exhibit 1" and incorporated herein: Remove and transport for complete stripping of existing paint. Prime and paint surfaces with polyurethane paints and replicate the hand painted details to match as close as possible reference photographs of original surface quality and coloration. Transport and re-install sculptures to original location. The work to be performed under this Agreement shall be initiated not later than May 18, 2015 and shall be completed not later than September 1, 2015. Upon agreement of the Parties' representative, the timeline may be revised by up to 45 days. SITE OF PERFORMANCE The CONTRACTOR will cause the work to perform the services under this Agreement to be take place at locations approved by the City. 4. REQUIREMENTS A. The CITY shall provide the following: • Access to original documentation and photographs; and • Coordination with City departments per request B. The CONTRACTOR (or its subcontractors) shall provide the following: • All labor upon, and transportation of the artworks; • Secure indoor and/or fenced and covered facilities in which to perform the restoration, painting and other work upon the artworks, and to otherwise stage and store the artworks while they remain in the custody of the Contractor; and • All tools, paints, specialty equipment, and other materials, equipment and supplies required to complete the work under this agreement. 5. COMPENSATION In consideration of the services to the CITY in connection with the CONTRACTOR services, the CONTRACTOR shall receive total compensation of a total of twenty one thousand six hundred twenty dollars and no/100 ($21,620.00) service fee, inclusive of travel and all materials. + S st 6. PAYMENT The CONTRACTOR shall be paid by the CITY for the completed work and performance in compliance with the terms of this Agreement. Such payment shall be full compensation for all work performed and services rendered under the terms of this Agreement. The payment to the CONTRACTOR shall be in compliance with the regulations of the CITY Finance Department. The Tobu Bo Maintenance Agreement Agreement—Art Site Page 2 of 5 CONTRACTOR agrees to be responsible for payment of any and all taxes, which may be due as a result of performance under this contract. A. A payment of six thousand eight hundred and thirty-three dollars and no/100 ($6873.00) plus Washington state sales tax will be requested upon signature of contract and submission of invoice. B. A payment of six thousand eight hundred and thirty-three dollars and no/100 ($6873.00) plus Washington state sales tax will be provided upon deinstallation of the sculptures and submission of invoice C. A payment of seven thousand eight hundred and thirty-three dollars and no/100 ($7874.00) plus Washington state sales tax will be delivered to the CONTRACTOR or his/her designee following the completion of all services and submission of invoice. 7. INDEMNIFICATION The CONTRACTOR 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 and obligations contained in this Agreement on the part of the CONTRACTOR, its agents, representatives and employees except where such claims arise solely from the negligent acts of the CITY, its agents, representatives or employees. 8. INABILITY TO PERFORM If CONTRACTOR is incapacitated from rendering services through sickness or otherwise, or if CONTRACTOR cannot perform because of fire, accident, act of God or impossibility of performance, the CONTRACTOR shall not receive any compensation for the time during which the services have not been rendered. 9. TERMINATION In the event the CONTRACTOR or the CITY defaults or fails to comply with any of the requirements of this Agreement, or any obligations hereunder, the CITY may at its option terminate the Agreement. Such remedies shall be in addition to any other right or remedy each may have. 10. 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: CITY Maija McKnight, Arts Coordinator City of Auburn 910 Ninth Street SE Aubum, WA 98002 CONTRACTOR Denise Bisio and Roger Waterhouse Art Site PO Box 81121 Seattle, WA 98108 Tobu Bo Maintenance Agreement Agreement—Art Site Page 3 of 5 Artsiteltd.com denisebartsiteltd.com Either party may at any time designate a different address to which notices shall be sent. Notice given in accordance with these provisions shall be deemed received when mailed. 12. GENERAL PROVISIONS The following provisions may apply: A. No waiver by either party of any breach or default hereunder shall be deemed a waiver of any preceding or any subsequent breach or default. B. This Agreement may not be changed or modified nor any provision hereof waived except in writing agreed to by both parties. C. This Agreement shall be construed in accordance with and all questions with respect hereto shall be determined by the laws of the State of Washington. D. The ARTIST agrees to pay all reasonable costs, attorney's fees and expenses that may be incurred by the CITY in enforcing the provisions of this Agreement. E. In the performance of the work herein, the CONTRACTOR agrees to comply with all applicable State and local laws, rules and regulations. ARTISTLASeCes2-. Art Site LTD, LLC DATE: Qa YZM 2 iO CITY OF AUBURN /ct.APi4 N BackM OR 43 Ic5 DATE Tobu Bo Maintenance Agreement Agreement—Art Site Page 4 of 5 ATTEST: - - Danielle Daskam CITY Clerk APPROVED AS TO FORM: �ani7 B. Held CITY Attorney Tobu Bo Maintenance Agreement Agreement—Art Site Page 5 of 5