HomeMy WebLinkAboutDiane Aurigemma/Volare BannersAN AGREEMENT FOR ARTWORK
This Agreement is made and entered into this 8th day of September, 2003 by and between
the CITY OF AUBURN, WASHINGTON, a municipal corporation of the State of Washington
herein referred to as CITY and Diana Aurigemma, dba Volare Banners and Design, 4331
Burke Avenue North, Seattle, Washington 98103 (Telephone: 206-663-4671), herein referred to
as ARTIST. The fabricated banners will herein be referred to as the WORK.
WHEREAS, the CITY desires to contract with ARTIST to run two workshops to instruct
children in the design development of street banners; and
WHEREAS, the CITY desires to contract with ARTIST to fabricate and to provide the
hardware for installations of said banners; and
WHEREAS, the ARTIST was selected by the CITY through a procedure approved by the
Auburn Arts Commission:
NOW THEREFORE, THE CITY AND THE ARTIST IN CONSIDERATION OF THE
CONDITIONS AND COVENANTS HEREIN DO AGREE AS FOLLOWS:
ARTICLE I.
SCOPE OF SERVICES.
1.1 Design Development
The ARTIST shall be responsible for conducting one (1) workshop with
local children to design a series of seasonal winter banners for the downtown area
of Auburn. The designs shall be developed in conjunction with the Auburn Arts
Commission and presented for review by the CITY and the Auburn Arts
Commission.
The ARTIST will complete any independent research and any interviews
necessary to develop the artwork proposed for the downtown area. It is
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September 8, 2003
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anticipated that the ARTIST will be required to attend a maximtrrn of three (3)
meetings to review the proposal.
The artwork proposal must include the following:
A. A rendering or drawing of the artwork, which includes an indication of all
materials to be used.
B. Samples of the materials to be used in the fabrication of the banners.
C. Any required technical specifications, or information, necessary for the
fabrication and/or installation of the artwork,
D.A budget of final costs of the project.
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.
The artwork proposal and required materials list must be completed and
submitted to the City of Auburn Arts Commission within sixty (60) days of
contract signing by the CITY.
1.2 Phase 2 Execution of the Arts Proiect
A. The ARTIST shall provide all labor and materials necessa~3~ to fabricate
the finished artwork designs into street banners.
B. The ARTIST will seek out regular updates from the Auburn Arts
Commission regarding scheduling information and deadlines relevant the
arts project.
C. The ARTIST shall coordinate the schedule for implementation and
completion of studio fabrication with the Auburn Arts Commission. and
deliver the WORK by the agreed upon scheduled date.
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September 8, 2003
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1.3
1.4
1.5
1.6
DELIVERY AND INSTALLATION
A. The ARTIST shall deliver the completed WORK at the site in compliance
with the agreed upon schedule.
B. Should the work be completed prior to the agreed upon schedule, the
ARTIST shall store the work at his/her own expense.. A revised
installation date shall be agreed upon by the CITY and the ARTIST.
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.
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.
INDEMNIFICATION
The ARTIST agrees to indemnify, defend, and hold the CITY, its agents,
representatives, and employees harmless from and against any mid 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.
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September 8, 2003
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1.7 TITLE
Title to the WORK shall pass to the CITY upon final acceptance.
1.8 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.
1.9 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 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 additional 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 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.
1.10 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.
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September 8, 2003
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ARTICLE 2. COMPENSATION AND PAYMENT SCHEDULE
2.1 FEE
The CITY shall pay the ARTIST a fixed fee of $12,000.00 (Twelve
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:
2.2
A. $2,300 upon completion of the workshop held by the ARTIST.
B. $9,700 upon successful fabrication, installation and acceptance of
the WORK.
C. Services for each phase of work must be invoiced by ARTIST and
mailed to: City of Auburn Arts Commission, 910 Ninth Street SE,
Auburn, Washington 98002 (Telephone: 253-804-5057; fax is
253-931-4005).
D. The ARTIST will submit the final invoice and other documents as
are required by this contract/agreement within thirt3~ (30) days of
completion of the Scope 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.
TAXES
The ARTIST is responsible for payment of all local, state, and federal taxes,
which may be due from his as a result of performance under this contract.
ARTIST understands that taxes are included in the agreed upon fee of $12,000
(twelve thousand dollars and no cents).
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2.3
ARTICLE 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.
B. The ARTIST shall submit a budget for this project to the CITY upon
acceptance of this contract.
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.
4.1
WARRANTIES
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.
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September 8, 2003
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4.2
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 l:he 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, two-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 irrevoczLble license to
make representative photographic reproductions of the work for non-commercial
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September 8, 2003
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5.2
5.3
ARTICLE 6.
6.1
6.2
purposes, including but not limited to reproductions used in brochures, media
publicity, and catalogues or other similar publications, provided that these rights
are exercised in a manner which depicts the integrity of the work.
NOTICE
All reproductions by the CITY shall contain a credit to the ARTIST in the
following form:
"(Name)" 2003 Diana Aurigemma
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.
ARTIST'S RIGHTS.
IDENTIFICATION
The CITY will provide a bronze plaque to be delivered to the ARTIST prior to
installation. The ARTIST shall provide to the CITY specified plaque dimensions
six (6) weeks prior to the installation. The plaque shall be installed by the artist
simultaneously with the work.
MAINTENANCE
The CITY recognizes that maintenance of the work on a regular ba~,;is 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
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September 8, 2003
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6.4
6.5
6.6
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.
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.
PER31ANENT RECORD
The CITY shall maintain on permanent file a record o£ this Agreement and of the
location and disposition of the work.
ARTIST ADDRESS
The ARTIST shall notify the CITY of changes in his address. The failure to do
so, if such failure prevents the CITY from locating or notifying the ARTIST
where required under the terms of this Agreement, shall be deemect a waiver by
the ARTIST of the right subsequently to enforce those provision of this Article 6
that require the express approval of the ARTIST.
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September 8, 2003
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ARTICLE 7. NON-DISCRIMINATION
The ARTIST shall comply with all federal, state, and local laws amd 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:
Cultural Programs Manager
CITY OF AUBURN
Parks and Recreation Administration
910 Ninth Street SE
Auburn, WA 98002
Diana Aurigemma
Volare Banners & Design
4331 Burke Avenue North
Seattle, WA 98103
Either party may by like notice 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.
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
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September 8, 2003
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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 provisions 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.
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CITY OF AUBURN
PETER B.~LEWIS
MAYOR
ATTEST:
tDanielle Daskam
City Clerk
City Attorney
ARTIST
DIANA AURIGEMMA
Tax ID #
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