HomeMy WebLinkAboutPK1989-0140 - Original - Valdis Zarins - Original Art Work - Welded Stainless Steel - 12/05/1989 Contract for Commissioning_of Original Works of Art
Kent Arts Commission
City of Kent
Artist: Valdis Zarins Owner: City of Kent
Address: 241 Lake Desire Dr. N. Location: New Kent Library
Renton, WA 98058 Kent, WA 98032
Telephone: 228-5672
Media: Welded Stainless Steel
Actual Cost of Artwork: $30,327
Sales Tax: 2,673
Total : $33,000
Social Security # 535-36-1988 Title: Untitled
Installation deadline: November 1990 concurrent with Library construction
schedule
AGREEMENT FOR ART WORK
AGREEMENT BY AND BETWEEN
THE CITY OF KENT AND VALDIS ZARINS
THIS AGREEMENT, entered into this J54 ' day of tiL`;"T989
by and between the City of Kent (the "City") , and Valdis Zarins (the "Artist")
residing at 241 Lake Desire Dr. N. , Renton, WA 98508.
WHEREAS, the City is implementing a public art program pursuant to
Ordinance 2552 by allocating certain funds for the establishment of artworks
in certain public places and authorizing the making of payments for the
design, execution, fabrication, transportation and installation of works of
art and the support of an artist-selection process; and
WHEREAS, funds have been allocated for the selection, purchase and
placement of artwork; and
WHEREAS, the Artist was selected by the City through the procedures
adopted by the Kent Arts Commission to design, execute, fabricate and install
works of art (the "Work") at and about the new Kent Library as set forth on
Exhibit A attached hereto and incorporated herein by this reference (the
"site") ; and
WHEREAS, both parties wish to promote and maintain the integrity and
clarity of the Artist's ideas and statements as represented by the Work;
NOW, THEREFORE, the City and the Artist, for the consideration and
under the conditions hereinafter set forth, agree as follows:
Article 1. Scope of Services.
1 .1 General .
a. The Artist shall perform all services and work, and
furnish all supplies, material and equipment as necessary for the design,
execution, fabrication, transportation and installation of the Work at the
Site.
b. The Artist shall determine the artistic expression,
scope, design, color, size, material , texture, and location on the site of the
Work, subject to review and acceptance by the City as set forth in this
Agreement.
c. The Artist shall first examine in detail and be familiar
with construction plans, standards, designs, and materials for the Kent-King
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County Library site located at First Avenue and Smith Street in Kent attached
and incorporated by reference herein as Exhibit A.
d. The Artist will guarantee durability of workmanship and
materials of the work which shall be free from fault or defect for one year.
1 .2 Structural Design Review.
a. Within 30 days after the City approves the Proposal
which is attached hereto and incorporated herein by this reference, the Artist
shall , after consultation and collaboration with the project architect,
prepare and submit to the City detailed working drawings of the Work and the
Site, together with such other graphic material as may reasonably be requested
by the City in order to permit the City to carry out design review and to
certify the compliance of the Work with any applicable statutes and
ordinances. The City and the project architect shall furnish to the Artist
all information, materials and assistance required by the Artist in connection
with said submissions by the Artist promptly on the request by the Artist for
such information.
b. The City may require the Artist to make such revisions
to the Proposal and schedule of work as are necessary for the Work to comply
with applicable statutes, ordinances or regulations of any governmental
regulatory agency having jurisdiction over the project
including compliance and consistency with Exhibit A standards, applications,
site conditions, and scheduling of work.
c. The City may also request revisions for other practical
(non-aesthetic) reasons.
d. Within 10 days after it receipt of the Artist's
submission pursuant to this Section 1.3, the City shall notify the Artist of
its approval , or disapproval , of such submission and of all revisions made in
the Proposal as a result thereof. Revisions made pursuant to this agreement
become a part of the Proposal .
1 .3 Execution of the Work.
a. After written approval of the submissions and revisions
made pursuant to Section 1.2, the Artist shall furnish to the City a schedule
for completion of fabrication and installation of the Work, including a
schedule for the submission of progress reports if any. The City reserves the
right at no further cost to City to alter submitted schedules as provided in
paragraph 1 .2 relating to consistency for work in progress at the Library site
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as provided in Exhibit A. After written approval of the schedule by the City,
the Artist shall fabricate, transport and install the Work in accordance with
such schedule. Such schedule may be amended by written agreement between the
City and the Artist. Time is of the essence for this Agreement. Delays in
meeting the schedule increase costs to the City. Because the City finds it
impractical to calculate the actual cost of delays, the City and Artist agree
that for every working day beyond the scheduled deadlines for completion, the
City shall deduct as liquidated damages fifty dollars ($50.00) per day from
any money due or coming due to the Artist under this Agreement.
b. The City shall have the right to review the Work at
reasonable times during the fabrication thereof. The Artist shall submit to
the City progress reports in accordance with the schedule provided for in
Section 1.3(a) .
c. The Artist shall complete the fabrication and
installation of the Work in substantial conformity with the Proposal or
approved amendments thereto.
d. 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 Work not permitted by or not in
substantial conformity with the Proposal . A significant change is any change
in the scope, design, color, size, material , texture or location on the Site
of the Work which affects installation, scheduling, site preparation or
maintenance for the Work or the concept of the Work as represented in the
Proposal or approved amendments thereto.
1 .4 Delivery and Installation.
a. The Artist shall notify the City in writing when
fabrication of the Work is completed and he is ready for its delivery and
installation at the Site.
b. Subject to provisions in paragraphs 1 .2 and 1.3 relating
to the Library site construction and Exhibit A, the Artist shall deliver and
install the completed Work at the Site in compliance with procedures approved
by the City pursuant to Section 1.3 in accordance with the approved schedule.
1 .5 Post-Installation.
a. Within 30 days after the installation of the Work, the
Artist shall furnish the City with the following photographs of the Work as
installed:
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(a) two sets of three 35 mm. color slides of the completed Work,
one taken from each of three different viewpoints; and
(b) two sets of three different 8" x 10" glossy black and white
prints of the Work and negatives.
b. The Artist shall be available at such time or times as
may be agreed between the City and the Artist to attend any inauguration or
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 in such art publications and otherwise as may be determined between the
City and the Artist as soon as practicable following installation.
c. Upon installation of the Work, the Artist shall provide
to the City written instructions for appropriate maintenance and preservation
of the Work.
1.6 Final Acceptance.
a. The Artist shall advise the City in writing when all
services required prior to those described in Section 1 .5(b) have been
completed in substantial conformity with the Proposal .
b. The City shall notify the Artist 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 Artist until final acceptance by the City, and the Artist
shall take such measures as are necessary to protect the Work from loss or
damage until final acceptance; provided, however, that the risk of loss or
damage shall be borne by the City prior to final acceptance during such
periods of time as the partially or wholly completed Work is in the actual
custody, control and supervision of the City or its agents for the purposes of
transporting, storing, installing or performing any other ancillary services
to the Work, provided further, that the risk of loss and damage of the Work
due to structural or design defect shall be borne by the Artist at all times
prior to and after acceptance during the warranty period.
1.8 Indemnity by City. Upon final acceptance of the Work, the
City shall , to the extent of its negligence, indemnify and hold harmless the
Artist against any and all claims or liabilities then existing or arising
thereafter in connection with this Agreement, except claims by the City
against the Artist and claims which may occur as a result of the Artist's
breach of the warranties provided in Article 4. Artist shall indemnify and
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hold harmless the City of Kent, its elected officials, officers, agents, and
employees from all claims, litigation, injuries and costs arising out of
actions of the Artist, Artist's employees and agents to the extent of Artist,
Artist's employees and agents negligent acts, errors, and/or omissions.
1.9 Title. Title to the Work shall pass to the City upon final
acceptance by the City.
1. 10 Ownership of Documents, Models. Upon final acceptance, all
studies, drawings, designs, maquettes and models prepared and submitted under
this Agreement shall be returned to the Artist and shall belong to the
Artist. The City may select and the Artist shall convey to the City one of
the original drawings submitted pursuant to Section 1.2 as part of the
Proposal , the City representing that such drawing(s) will be used by it solely
for exhibition. At the request of the City, the Artist agrees to loan the
City studies, drawings, maquettes for use in exhibits or displays for
reasonable periods to be mutually agreed upon by the Artist and City, The
Artist agrees not to unreasonably withhold his consent.
Article 2. Compensation and Payment Schedule.
2. 1 Subject to the liquidated damage provision of Section 1.4
above, the Artist shall be paid by the City for completed work and/or services
related to this Agreement only as provided hereinafter. Such payment shall be
in full compensation for all work performed and/or services rendered, and for
all supervision, labor, supplies, materials, travel expenses, equipment or use
thereof, and for all other incidentals necessary to complete the Work. Total
payment shall not exceed the sum fee of thirty-three thousand dollars
($33,000.00) . In the event that it is determined that the Washington State
sales tax applies to services rendered by the Artist, the City agrees to pay
such amounts owing to the State Revenue Department through payment to the
Artist who shall be responsible for collecting and reporting such tax monies
to the State. The total payment is subject to adjustment as set forth in
Section VIII . Payments will be made upon a percentage of completion as set
forth below:
Payment 40% ($13,200) Within thirty (30) days of completion of design
and execution of contract.
Payment 30% ($9,900) Within thirty (30) days of fifty (50) percent
completion of fabrication of work.
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Payment 30% ($9,900) Within thirty (30) days of completion of
installation on site if all other contracted
services have been provided, no claims by
laborers or materialmen have been filed, all
taxes have been paid and the project accepted as
100 percent complete by the City.
2.2 Artist's Expenses. The Artist shall be responsible for the
payment of all mailing or shipping charges on submissions to the City, the
costs of transporting the Work to the Site and 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.
Article 3. 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, provided that such time limits may be extended or
otherwise modified by written agreement between the Artist and the City.
3.2 Early Completion of Artist Services. The Artist shall bear
the transportation and storage costs resulting from the completion of his
services hereunder prior to the time provided in the schedule for installation.
3.3 Time Extensions. The City shall grant a reasonable
extension of time to the Artist in the event there is a delay by the City in
performing its obligations under this Agreement or in completing the
underlying capital project, or if conditions beyond the Artist's control
render performance of the Artist's services impossible or unexpectedly
burdensome. Failure to fulfill contract obligations due to conditions beyond
either party's reasonable control will not be considered a breach of contract;
provided that such obligations shall be suspended only for the duration of
such conditions.
Article 4. Warranties.
4.1 Warranties of Title. In addition to the warranty set forth
in paragraph 1.1.c. , the Artist also 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) that the Work or a duplicate thereof, has not
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been accepted for sale elsewhere; and (d) the Work is free and clear of any
liens from any source whatsoever.
4.2 Warranties of Quality and Condition. In addition to the
warranty set forth in paragraph 1.I.c. , Artist represents and warrants, except
as otherwise disclosed to the City in writing in connection with submission of
the Proposal pursuant to Section 1. 1.b and 1.2.c, that: (a) the execution and
fabrication of the Work will be performed in a workmanlike manner; (b) the
Work, as fabricated and installed, will be free of defects in material and
workmanship, including any defects consisting of "inherent vice" or qualities
which cause or accelerate deterioration of the Work; and (c) 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 to the City hereunder; and (d) the Artist has fully examined Exhibit A,
including any impact or effect of Library site construction, including
standards, specifications, design, and schedules upon the work to be completed.
The warranties described in this Section 4.2 shall survive for a period
of 12 months as outlined in Section 1.1 .c, 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 the City, and at
no cost to the City, cure or cause to be cured reasonably and promptly the
breach of any such warranty, the cure shall be consistent with professional
conservation standards (including, for example, cure by means of repair or
refabrication of the Work) .
Article 5. Insurance.
5. 1 Risk of Loss and Insurance. The risk of damage to or loss
of the Work during development and through installation shall be solely that
of the Artist. This risk shall transfer to the City only upon transfer of
ownership of the Work, which shall occur after installation is complete and
the Work is finally approved and accepted by the City. The Artist shall
provide a policy of insurance, covering all risks and hazards against any
damage to or loss of the Work while it is being made and installed.
Article 6. Reproduction Rights.
6.1 The Artist retains all rights she may be entitled to
pursuant to the Copyright Act of 1976, 17 U.S.C. §§ 101 et sep• , and all other
rights in and to the Work except ownership and possession, except as such
rights are limited by this Section 6.1. In view of the intention that the
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Work in its final dimension shall be unique, the Artist shall not make any
additional exact duplicate, three-dimensional reproductions of the final Work
or permit others to do so except by written permission of the City. The
Artist grants to the City and its assigns an irrevocable license to make
two-dimensional reproductions of the Work for any reason whatsoever.
6.2 All reproductions by the City shall contain a credit to the
Artist and a copyright notice substantially in the following form: "(c)
Artist's name, date of publication" .
6.3 The Artist shall use his best efforts to give a credit
reading substantially, "an original work owned and commissioned by the City of
Kent," in any public showing under the Artist's control of reproductions of
the Work.
6.4 The Artist may at his own expense cause to be registered,
with the United States Register of Copyrights, a copyright of the Work in the
Artist's name.
Article 7. Artist's Rights.
7.1 Identification. The Artist shall , at his sole expense,
prepare and install at the Site, pursuant to the written instructions and
approval of the City, a plaque identifying the Artist, the title of the Work
and the year of completion, accession number, the words "Kent City Art
Program" and if applicable, the names of all sponsors associated with funding
of the Work.
7.2 Maintenance. The City recognizes that maintenance of the
Work on a regular basis is essential to the integrity of the Work. The City
shall reasonably assure that the Work is properly maintained and protected
taking into account the instructions and recommendations of the Artist.
7.3 Repairs and Restoration.
a. The City shall have the right to determine, after
consultation with a professional conservator, when and if repairs and
restorations to the Work will be made. During the Artist's lifetime to the
extent practical , the Artist shall be consulted regarding the aesthetics of
all repairs and restorations. To the extent practical , the Artist, during the
Artist's lifetime, shall be given the opportunity to make or personally
supervise significant repairs and restorations.
b. All repairs and restorations shall be made in accordance
with recognized principles of conservation.
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7.4. 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.
b. The City shall notify the Artist of any proposed
alteration of the Site that would affect the intended character and appearance
of the Work and shall consult with the Artist in the planning and execution
of any such alteration and shall make a reasonable effort to maintain the
integrity of the Work.
c. Nothing in this Section 7.4 shall preclude any right of
the City (1) to remove the Work from public display or (2) to sell or destroy
the Work for any reason. If the City shall at any time decide to sell or
destroy the Work, it shall by written notice to the Artist's last known
address to the City, offer the Artist a reasonable opportunity to purchase or
recover the Work pursuant to Washington State law for the disposition of
property and applicable local ordinances, policies, or rules relating to the
disposition of City personal property.
7.5 Permanent Record. The City agrees to maintain on permanent
file a record of this Agreement and of the location and disposition of the
Work.
7.6 Artist's Address. The Artist shall notify the City of
changes in address. The failure to do so, if such failure prevents the City
from locating the Artist, shall be deemed a waiver by the Artist of the right
subsequently to enforce those provisions of this Article 7. The City shall
make reasonable efforts to locate the Artist when matters arise relating to
the Artist's rights by contacting the Artist at his last known address.
7.7 Surviving Covenants. The covenants and obligations set
forth in this Article 7 shall be binding upon the parties, their heirs,
legatees, executors, administrators, assigns, transferees and all their
successors in interest, and the City's covenants do attach and run with the
Work and shall be binding to and until twenty (20) years after the death of
the Artist. However, the obligations imposed upon the City by Section 7. 1-7.6
shall terminate on the death of the Artist. The City agrees that any
subsequent purchaser of the Work will be given a copy of this agreement so to
be bound thereby.
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Article 8. Artist as Independent Contractor. The Artist shall perform all
work under this Agreement as an independent contractor and not as an agent or
an employee of the City. The Artist shall not be supervised by any employee
of the City nor shall the Artist exercise supervision over any employee or
official of the City, however, such Artist's work is subject to consultation
with the Architect.
Article 9. Assignment, Transfer, Subcontracting.
9. 1 Neither the City nor the Artist 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 .
9.2 The Artist may subcontract portions of the Work at the
Artist's expense provided that said subcontracting shall not affect the
design, appearance or visual quality of the Work and that such Work is carried
out under the personal supervision of the Artist and first approved in writing
by the City.
Article 10. Termination. If either party to this Agreement shall fail to
fulfill in a timely and proper manner, or otherwise violate any 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. The defaulting party shall have thirty (30) days
after receipt of the notice to cure the default to the satisfaction of the
other party. If it is not cured, then this Agreement shall terminate. In the
event of default by the Artist, all finished and unfinished drawings,
sketches, photographs, and other work products prepared and submitted or
prepared for submission by the Artist under this Agreement shall , at the
City's option, become its property , provided that no right to fabricate or
execute the Work shall pass to the City, and the City shall reasonably
compensate the Artist pursuant to Article 2 for all services performed by the
Artist prior to termination so long as such services are not in dispute.
Notwithstanding the above, the Artist shall not be relieved of liability to
the City for damages sustained by the City by virtue of any breach of the
Agreement by the Artist, and the City may reasonably withhold payments to the
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Artist until such time as the exact amount of damages due the City from the
Artist is determined.
Article 11. Contract Administrator. The Contract Administrator for this
Agreement shall be the City Administrator, or his or her designee. Wherever
this Agreement requires any notice to be given to or by the City, or any
determination or action to be made by the City, the City Administrator or
designee shall represent and act for the City.
Article 12. Non-Discrimination. In carrying out the performance of the
services designated, the Artist shall not discriminate as to race, creed,
religion, sex, age, national origin or the presence of any physical , mental or
sensory handicap, and the Artist shall comply with the equality of employment
opportunity provisions of applicable Federal , State, and local law as
presently existing or hereafter amended.
Article 13. Compliance. The Artist shall be required to comply with Federal ,
State and City statutes, ordinances and regulations applicable to the
performance of the Artist's services under this Agreement.
Article 14. Entire Agreement. This writing embodies the entire agreement and
understanding between the parties hereto, and there are no other agreements
and understandings, oral or written, with reference to the subject matter
hereof that are not merged herein and superseded hereby.
Article 15. Modification. No alteration, change or modification of the terms
of the Agreement shall be valid unless made in writing and signed by both
parties hereto and approved by appropriate action of the City.
Article 16. Waiver. No waiver of performance by either party shall be
construed, or operate as a waiver of any subsequent default of any terms,
covenants and conditions of this Agreement. The payment or acceptance of fees
for any period after a default shall not be deemed a waiver of any right or
acceptance of defective performance.
Article 17. Governing Law. This Agreement, regardless of where executed,
shall be governed by and construed in accordance with the laws of the State of
Washington.
Article 18. Heirs and Assigns. This Agreement shall be binding upon and
shall inure to the benefit of the City and the Artist and their respective
heirs, personal representations, successors and permitted assigns.
Article 19. Dispute Resolution. All disputes or controversies that may arise
between the parties with respect to the performance, obligations or rights of
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the parties under this Agreement, including disputes as to the physical
acceptability of the work or any alleged breach thereof, which cannot be
otherwise settled shall be subject to the jurisdiction of civil actions
brought before King County courts in the State of Washington.
Article 20. Notices. All notices, requests, demands and other communications
which are required or permitted to be given under this Agreement shall be in
writing and shall be deemed to have been duly given upon the delivery or
receipt thereof, as the case may be, if delivered personally or sent by
registered or certified mail , return receipt requested, postage prepaid, as
follows:
a. if the City, to: City of Kent
City Administrator
220 4th Avenue South
Kent, WA 98032
b. if to the Artist, at the address first
above written with a copy to:
Valdis Zarins
241 Lake Desire Dr. N.
Renton, WA 98058
IN WITNESS WHEREOF the parties hereto ave executed t s Agreement on
the day and year first written above.
AG CY: City of Kent ARTIST:
BY. `���—� BY:
TITLE: Mayor of Kent TITLE:
DATE: ��—If `fly DATE:
WITNESS:
MARIE JENS
CITY CLERK
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Approved as to form:
A RA SC LL, CITY ATTORNEY
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ATTACHMENT A
PUBLIC REPORT FORMAT
To facilitate the understanding of works of art within public agencies, the
Artist shall make a public report to the City, i .e. , program notes,
pre-concert lecture prior to premier and Artist statement regarding the Work.
3507R-20R
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ATTACHMENT B
STATEMENT OF MAINTENANCE
To assist maximum life of the artwork, the work of art commissioned under this
contract should be maintained in accordance to the following procedures.
When applicable, a copy of the Statement of Maintenance is to be attached to
the back of the artwork.
3507R-20R
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TECHNICAL AND MAINTENANCE RECORD
3-DIMENSIONAL
NAME OF ARTIST ACCESSION NO.
TITLE OF WORK
SPECIAL METHODS AND MATERIALS UTILIZED IN EXECUTION OF ARTWORK
A. MATERIAL MATERIAL THICKNESS
B. WELDING OR JOINTING METHOD
C. WELDING ROD ALLOY OR JOINT MATERIAL
D. CASTING ALLOY, WAX BODY, GLASS OR FIBER TYPE
E. TECHNIQUE OR CONSTRUCTION METHOD (attach fabrication drawings)
F. MATERIAL FINISH (glaze, paint color and type, sanding grit, tool pattern,
patina, surface sealer)
G. FOUNDATION INSTALLATION STRUCTURE (include bolt/pin size and grout)
H. YEARLY MAINTENANCE AND CARE OF ARTWORK (cleaning agent and procedure)
I. PLACEMENT OF ARTWORK (cautions regarding sunlight, heat, etc. )
J. PACKING/SHIPPING INSTRUCTIONS
3507R-20R
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