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HomeMy WebLinkAboutCAG2001-0096 - Original - Central Puget Sound Regional Tranist Authority - Commuter Rail Station Artwork - 01/03/2001 COMMUTER RAIL STATION ARTWORK INTERLOCAL AGREEMENT THIS AGREEMENT ("Agreement"), is made and entered into on the date fully executed below,by and between CENTRAL PUGET SOUND REGIONAL TRANSIT AUTHORITY("SOUND TRANSIT ") and the CITY OF KENT ("CITY"). I. RECITALS WHEREAS, Sound Transit is a duly organized regional transit authority existing under Ch. 81.104 RCW and Ch. 81.112 RCW and has all powers necessary to implement a high capacity transportation system; and WHEREAS, the City of Kent is a municipal corporation operating under Ch.35A RCW and is responsible for administering state and local land use laws and development regulations that apply to development in the City; and WHEREAS, on November 5, 1996, central Puget Sound area voters approved local funding for Sound Move, Sound Transit's ten-year regional transit plan. The plan includes three new types of regional transportation — "Link" electric light rail, "Sounder" commuter rail, and a "Regional Express" bus/HOV system — that will be integrated with local transit systems and use a single,regional fare structure; and WHEREAS, Sound Transit intends to begin commuter rail services between Seattle and Tacoma in 2000 with service to North Pierce County and South King County, including the City; and WHEREAS, the commuter rail system includes development of a commuter rail station within the City of Kent together with any ancillary facilities, such as commuter parking, passenger drop off zones, and bus, auto, bicycle and pedestrian access facilities; and WHEREAS, on or about December 16, 1999, Sound Transit and the City entered into an Agreement specifically relating to development of a parking garage in conjunction with the commuter rail system hereinafter referred to as "parking garage"; and WHEREAS, the City is implementing a public art program pursuant to Ordinance 2552 by allocating certain funds for the establishment of artwork in certain public places and authorizing the making of payments for the design, execution, fabrication, transportation, and installation of artwork; and WHEREAS, funds have been allocated for the selection, purchase, and placement of artwork; and COMMUTER RAIL STATION ARTWORK (December 11, 2000) INTERLOCAL AGREEMENT- 1 WHEREAS, the parties now desire to enter into an Interlocal Agreement relating to the installation and management of Artwork as well as the ownership and maintenance of the same for the parking garage in the City of Kent; NOW, THEREFORE, in consideration of the covenants and assurances set forth herein, it is mutually agreed as follows: II. TERMS AND CONDITIONS A. Purpose. The purpose of this Agreement is to provide for the design, fabrication, installation, ownership and maintenance of the Artwork at the parking garage as approved by the City of Kent Arts Commission, identified as Phase II Artwork, and more fully set forth in Exhibit "A" attached hereto and incorporated herein by reference (the"Artwork"). B. Artwork. Sound Transit, as owner and developer of the rail station, will contract with Archetype Architecture/Planning/Interior Architecture ("Artist") for the design, fabrication, and installation of the Artwork at the parking garage. Sound Transit shall be responsible for ensuring that all provisions of this Agreement are fully complied with. Sound Transit will thereafter own and maintain the same at its own cost and expense, subject to the rights of the Artist to the same. (covered in"K") C. City Funding and payment. The City will pay Sound Transit the sum of FORTY-FIVE THOUSAND AND NO/100 DOLLARS ($45,000.00) for the design and installation of the Artwork at the parking garage. Sound Transit will contribute the balance of the funds toward the Artwork. The City will pay Sound Transit its share of the cost of the Artwork in three (3) installments. The first installment; consisting of FIFTEEN THOUSAND AND NO/100 DOLLARS ($15,000.00), will be paid to Sound Transit within 30 days of execution of this Agreement. The second installment, consisting of FIFTEEN THOUSAND AND N0/100 DOLLARS ($15,000.00), will be paid to Sound Transit within 30 days of the issuance of a building permit for the construction of all or any portion of the parking garage structure for the rail station. The final installment, consisting of FIFTEEN THOUSAND AND N0/100 DOLLARS ($15,000.00) will be paid upon completion of the Artwork and the issuance of a Certificate of Occupancy for the parking garage. Notwithstanding the City's financial contribution to the development of the Artwork, Sound Transit will be the sole owner of the Artwork, subject to the Artist's rights thereto, and shall be fully responsible for contracting for and managing the installation of the Artwork, subject to the terms of this Agreement. Further, the parties agree that the parties' performance under this Agreement is conditioned upon Sound Transit receiving construction credits from the contractor building the garage. In order to perform under this Agreement, Sound Transit must receive construction credits in the amount of$145,000.00 for the installation of railings, barriers and concrete paving that will be supplied by the Artist and were originally bid by the garage contractor. COMMUTER RAIL STATION ARTWORK (December 11, 2000) INTERLOCAL AGREEMENT-2 D Permits and Approvals. Sound Transit will be responsible for obtaining all permits and approvals necessary to install the Artwork. E. Execution of Artwork. 1. The City shall have the right to review the Artwork at reasonable times during the fabrication thereof and request progress reports of fabrication and installation at regular intervals. 2. Sound Transit and/or the Artist shall complete the fabrication and installation of the Artwork relating to "Phase II Artwork" in substantial conformity with the Proposal, attached as Exhibit"A." 3. Sound Transit and/or the Artist shall first present to the City in writing for further review and approval any significant changes in the scope, design, color, size, material or texture of the Artwork not permitted by or not in substantial conformity with the Artist's proposal as set forth in Exhibit "A." A significant change is any change in the scope, design, color, size,material,texture or location on the Site of the Artwork which affects installation, scheduling, site preparation or maintenance for the Artwork or the concept of the Artwork as represented in the Proposal. 4. The Artist may subcontract portions of the Artwork at the Artist's expense provided that said subcontracting shall not affect the design, appearance or visual quality of the Artwork and that such Artwork is carried out under the personal supervision of the Artist. F. Ownership, Identification of Artwork. Title to the Artwork shall pass to Sound Transit upon final acceptance. The Artwork shall be considered a part of the Kent City Art Collection and the START Program for purposes of publication and publicity of the Artwork except as to ownership and maintenance, which shall remain with Sound Transit as set forth in this agreement. The City and Sound Transit shall have all rights to publication and publicity of the Artwork as part of its art collection. G. Reproduction Rights. 1. Because the parties intend that the Artwork in its final dimension shall be unique, the parties shall not make any additional exact duplicate, three- dimensional reproductions of the Artwork or permit others to do so without prior written approval of the Artist. The Artist has granted Sound Transit and its assigns an irrevocable license to graphically reproduce the Artwork in any form and in any non- commercial manner whatsoever, including for the purposes of publicity, education, or exhibition of the Artwork. Additionally, Sound Transit grants to the City and its assigns an irrevocable license to graphically reproduce the Artwork in any form and in any non- commercial manner whatsoever, including for the purposes of publicity, education, or exhibition of the Artwork. COMMUTER RAIL STATION ARTWORK (December 11, 2000) INTERLOCAL AGREEMENT-3 2. All reproductions by the City and Sound Transit shall contain a credit to the Artist and a copyright notice substantially in the following form: © Artist's name, date of creation. 3. Sound Transit and the Artist shall use their best efforts to give a credit reading substantially, in any public showing under Sound Transit's and the Artist's control of reproductions of the Artwork in a form substantially as follows: "an original work commissioned by the City of Kent and Sound Transit." H. Identification. Sound Transit shall, at its sole expense,prepare and install at the Site, pursuant to the written instructions and subsequent approval of the City, a plaque identifying the Artist, the title of the Artwork and the year of completion, the words "City of Kent Art Program", "Sound Transit Art Program", and the names of all sponsors associated with funding of the Artwork. I. Maintenance. Sound Transit shall maintain and repair the artwork consistent with Sound Transit's overall system maintenance program, and in accordance with any specifications that the Artist considers integral to the artwork and which are approved by Sound Transit as part of the Artist's recommendations. J. Repairs and Restoration. 1. Sound Transit shall have the right to determine, after consultation with a professional conservator, when and if repairs and restorations to the Artwork will be made. 2. Sound Transit shall notify the City for any proposed repairs or restorations of the Artwork. 3. Without negating the provisions set forth below in Paragraph K, the parties acknowledge and agree that the artwork, described herein is intended to be incorporated in a public transit system and that it is inherent in the nature of a public transit system that the artwork may be subjected to destruction, mutilation, or other modification due to repair, renovation or other alteration of the transit system. K. Alteration of the Artwork. 1. Sound Transit agrees that it will not substantially alter, modify or change the Artwork without the prior written approval of the City's Arts Commission ("hereinafter"Arts Commission"). 2. Sound Transit shall notify the Arts Commission of any proposed alteration of the Site that would affect the intended character and appearance of the Artwork and shall consult with the Arts Commission in the planning and execution of any such alteration and shall make a reasonable effort to maintain the integrity of the Artwork. The parties acknowledge that Sound Transit has a prior existing duty to notify and obtain permission from the artist prior to taking any of the above actions described in COMMUTER RAIL STATION ARTWORK (December 11, 2000) INTERLOCAL AGREEMENT-4 this section. 3. Sound Transit agrees that it will not (1) remove the Artwork from public display or (2) to sell or destroy the Artwork without prior written approval of the Arts Commission. If Sound Transit at any time decides to sell or destroy the Artwork, it shall, by written notice to the Arts Commission, offer the Arts Commission a reasonable opportunity to purchase or recover the Artwork subject to the existing rights of the Artist. 4. Sound Transit agrees that any subsequent purchaser of the Artwork will be given Notice of the covenants herein in writing so to be bound thereby. L. Assignment, Transfer. Neither the City nor Sound Transit shall assign or transfer an interest in this Agreement without the prior written consent of the other, provided, however, that claims for money due or to become due from the City under this Agreement may be assigned to a financial institution without approval. M. Dispute Resolution. Sound Transit and the City shall use their best efforts to resolve disputes and issues arising out of or related to the tasks covered by this Agreement consistent with the dispute resolution process set out in the Interlocal Agreement between the Parties. Disagreements will be resolved promptly and at the lowest level of hierarchy. If such processes do not resolve a dispute, the Parties will rely on mediation in a format similar to the following and as agreed upon by the Parties. 1. The Designated Representatives, as identified in the Interlocal Agreement, shall communicate regularly to discuss the status of the activities covered under this Agreement and to resolve any issues or disputes related to the successful performance of this Agreement. The Designated Representatives will cooperate in providing staff support to facilitate the performance of this Agreement and the resolution of any issues or disputes arising during the term of this Agreement. 2. Each Designated Representative shall notify the other in writing of any problem or dispute that the Designated Representative believes needs formal resolution. The Designated Representative shall meet within five (5) business days of receiving the written notice in an attempt to resolve to dispute. 3. In the event the Designated Representatives cannot resolve the dispute, the Sound Transit Commuter Rail Director and the Mayor of the City or their designees shall meet and engage in good faith negotiations to resolve the dispute. 4. The parties agree that they shall have no right to seek relief under this Agreement in a court of law until and unless each of the above procedural steps is exhausted. N. Fully Executed. This Agreement is effective when fully executed following approval by each party's respective governing body. This Agreement may be executed in duplicate originals. COMMUTER RAIL STATION ARTWORK (December 11, 2000) INTERLOCAL AGREEMENT-5 O. Entire Agreement. This Agreement, including its Recitals and Attachments, embodies the parties' entire agreement on the issues covered by it, except as supplemented or amended by subsequent written agreements by the parties. All prior negotiations and draft written agreements are merged into and superseded by this Agreement. P. Severability. If any portion of this Agreement is found to be unenforceable by a court of competent jurisdiction, the remaining terms and provisions unaffected thereby shall remain in full force and effect. The laws of the State of Washington shall govern this Agreement. Q. Notice. All communications regarding this Agreement shall be sent to the parties at the addresses listed below, unless otherwise notified. Any written notice shall become effective upon delivery, but in any event three (3) calendar days after the date of mailing by registered or certified mail, and shall be deemed sufficiently given if sent to the addressee at the address stated in this Agreement: If to Sound Transit: If to the City of Kent: Attn: Attn: Visual Arts Coordinator City of Kent 220 Fourth Avenue South Kent, WA 98032 SOUND TRANSIT CITY OF KENT By: �✓ _ By: y4k Name: k Name: 1#44 i-rF Title: 1)eP�� l,. �x�cur�v� cYdEcr�e Title: 104 Date: d E-CZ kg EA- /Z .2006 Date: APPROVED AS TO FORM: APPROVED AS TO FORM: 4ku,& kAkNDIE BARNES LYLE ROG R A. LUBOVICH LEGAL COUNSEL CITY ATTORNEY %�RVH.V1W6�ATMEWOP.klvmW ft*a x COMMUTER RAIL STATION ARTWORK (December 11, 2000) INTERLOCAL AGREEMENT-6 EXHIBIT"A" Phase II Artwork The second phase of work covers the integration of artwork in and around the new parking garage west of the new Kent Station. This parking garage art shall extend the themes of Kent as the container of the valley's agricultural and industrial abundance. The artwork shall also serve as large scale landmarks to locate the commuter station in the landscape and to provide visual identity for Kent for the rail commuter. Artwork proposed for the Kent Parking Garage includes parking garage screens, elevator tower crests, an extension of the watercourse and additional trellis lights. Parkinggaragf screen. The artist proposed developing metal mesh panels to serve as the infill guardrail between the columns at the parking garage at key locations such as parking entries and exits and at the facades facing Smith Street and 1st and 2nd Avenues. The artist suggested using the container theme for these panels and developed a sample panel design based upon the strawberry crop once harvested in the valley. Elevator tower container crests To provide a visible landmark for the station fro& both downtown Kent and the tracks, the Artist proposed capping the elevator towers at the parking garage with ornamental metal and cable crests which would recall barn ventilators, weathervanes and hop vents. Parking Garage Artwork Budget Parking Garage Screens 6 screens Q $ 2,500.00 each: $ 15,000.00 Elevator tower crests 2 crests Q $ 5,000.00 each: $ 10,000.00 Trellis Lights (3) lights: $ 12,004.00 Watercourse Budget: $4,500.00 Subtotal: $41,500.00 Sales Tax: $3500.00 Total: $45,000.00