HomeMy WebLinkAboutR-2007-174 Allied Arts of Yakima Valley Agreement (re: art for two railroad underpasses)A RESOLUTION
RESOLUTION NO. R-2007- 174
authorizing the City Manager to execute an Agreement with Allied Arts of
Yakima Valley for the purpose of selecting an artist or artists who will work
with the City's professional engineer to develop and install all aesthetic
elements for the grade separations project.
WHEREAS, the City of Yakima is presently working with a professional engineering firm on
the City of Yakima grade separation project; and
WHEREAS, the City of Yakima desires, as part of the grade separation project, to present a
lasting impression of the wonderful attributes of the Yakima Valley through a professionally
designed and developed aesthetic and artistic impression; and
WHEREAS, the City is in need of Allied Arts of Yakima Valley's expertise, during the
engineering design phase of the grade separation project, in selecting an artist or artists who will
work with the City's professional engineer to develop and install all aesthetic elements for the two
underpasses that will be constructed to accomplish the grade separation, including art,
landscaping, railing and etcetera for the underpasses; and
WHEREAS, due to the specialized nature of aesthetic and artistic composition, the City
requires the assistance of Allied Arts of Yakima Valley to meet the challenges of this unique
undertaking; and
WHEREAS, Allied Arts of Yakima Valley is a professional organization with expertise in all
phases of artistic impression and is available to assist the City with this large commercial
endeavor; and
WHEREAS, the City Council deems it to be in the best interest of the City to engage Allied
Arts of Yakima Valley in accordance with the attached agreement, now, therefore,
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF YAKIMA;
The City Manager is hereby authorized and directed to execute the attached and
incorporated "Consultant Agreement for Professional Services with the City of Yakima,
Washington" between the City of Yakima and Allied Arts of Yakima Valley for the purpose of
selecting an artist or artists who will work with the City's professional engineer to develop and
install all aesthetic elements of a public art project for the two underpasses that will be constructed
to accomplish the grade separation project.
ADOPTED BY THE CITY COUNCIL, this 4th day of December, 2007.
City Clerk
Da id Edler, Mayor
R 2057-17y
CONSULTANT AGREEMENT
FOR PROFESSIONAL SERVICES
for
City of Yakima, Washington
This agreement is made and entered into on this day of ..171r..:n)A,,r2007, between
. the City of Yakima, Washington, hereinafter referred to as CLIENT or CITY, and ALLIED
ARTS OF YAKIMA VALLEY, 5000 West Lincoln Avenue, Yakima, Washington 98908,
hereinafter referred to as CONSULTANT.
CLIENT and CONSULTANT for mutual consideration hereinafter set forth, agree as
follows:
I. OBJECTIVES
The CLIENT is presently working with a professional engineering firm on the City of
Yakima grade separation project in Yakima. The CLIENT is in need of CONSULTANT 's
expertise, during the engineering design phase of the grade separation project, in
selecting an artist or artists who will work with the CLIENT's professional engineer to
develop and install all elements of a public art project for the two underpasses that will
be constructed to accomplish. the grade separation, including art, landscaping and
railings for the underpasses.
Due to specialized nature of artistic composition and the CLIENT's desire to present a
lasting impression of the wonderful attributes of the Yakima Valley through a
professionally designed and developed artistic impression, the CLIENT requires the
assistance of CONSULTANT to meet the challenges of this unique undertaking.
CONSULTANT is a professional organization with expertise in all phases of artistic
impression and is available to assist the City with this large commercial endeavor.
II. SCOPE OF SERVICES
The CONSULTANT agrees to perform certain consulting, planning studies, and/or
advisory services for the CLIENT. These tasks are outlined and set forth in Exhibit "A",
attached hereto and incorporated herein by this reference.
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III. PAYMENT
a. As compensation for these services CLIENT agrees to pay CONSULTANT in
accord with the PHASE I PROJECT BUDGET, attached hereto and incorporated herein
as Exhibit "A".
The maximum total fees and expenses payable by the CITY to the CONSULTANT under
this contract shall not exceed Ten Thousand Dollars ($10,000).
b. No payment shall be made for any work performed by the CONSULTANT,
except for work identified and set forth in this Contract or supporting exhibits or
attachments incorporated by reference into this Contract.,
c. The CONSULTANT may, in accord to the rates set forth herein, submit
invoices to the CITY not more often than once per month during the progress of the work
for partial payment of work completed to date. Invoices shall cover the time
CONSULTANT performed work for the CITY during the billing period and shall identify
the specific aspects of the work invoiced. The CITY shall pay the CONSULTANT for
services rendered in the month following the actual delivery of the work and will remit
payment within thirty (30) days from the date of invoice receipt.
d. The CONSULTANT shall not be paid for services rendered under the
CONTRACT unless and until they have been performed to the satisfaction of the CITY.
e. In the event the CONSULTANT has failed to perform any substantial
obligation to be performed by the CONSULTANT under this Contract and such failure
has not been cured within ten (10) days following notice from the CITY, then the CITY
may, in its sole discretion, upon written notice to the CONSULTANT, withhold any and
all monies due and payable to the CONSULTANT, without penalty until such failure to
perform is cured or otherwise adjudicated. "Substantial" for purposes of this Contract
means faithfully fulfilling the terms of the contract with variances only for technical or
minor omissions or defects.
f. Unless otherwise provided for in this Contract or any exhibits or attachments
hereto, the CONSULTANT will not be paid for any billings or invoices presented for
payment prior to the execution of the Contract or after its termination.
IV. RETAINER
Retainer is waived for CITY.
V. STANDARD PROVISIONS
1. TERM OF CONTRACT
The term of .this Contract shall begin on the date last executed below, and shall
terminate upon completion of all services required hereunder by the CONSULTANT
unless terminated earlier by the CITY in accordance with paragraph 6 of this Section of
this Contract.
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2. CONTRACT REPRESENTATIVES
Each party to this Contract shall have a contract representative. Each party may
change its representative upon providing written notice to the other party. The parties'
representatives are as follows:
a. For CONSULTANT:
Name of Representative: Elizabeth Miller
Title: Executive Director, Allied Arts of Yakima Valley
Mailing Address: 5000 West Lincoln Avenue
City, State and Zip Code: Yakima, WA 98908
Telephone Number: 509-966-0930
Fax Number: 509-966-0934
E-mail Address:
b. For CITY:
Name of Representative: Brett Sheffield
Title: Chief Engineer -
Mailing Address: 129 North Second Street
City, State and Zip Code: Yakima, WA 98901
Telephone Number: 509-575-6111
Fax Number: 509-576-6305
E-mail Address: bsheffie@ci.yakima.wa.us
3. AMENDMENTS AND CHANGES IN WORK
a. In the event of any errors or omissions by the CONSULTANT in the
performance of any work required under this Contract, the CONSULTANT shall make
any and all necessary corrections without additional compensation. All work submitted
by the CONSULTANT shall be certified by the CONSULTANT and checked for errors
and omissions. The CONSULTANT shall be responsible for the accuracy of the work,
even if the work is accepted by the CITY.
b. No amendment, modification or renewal shall be made to this Contract unless
set forth in a written Contract Amendment, signed by both parties and attached to this
Contract. Work under a Contract Amendment shall not proceed until the Contract
Amendment is duly executed by the CITY.
4. HOLD HARMLESS AND INDEMNIFICATION
a. The CONSULTANT shall hold harmless, indemnify and defend the CITY, its
officers, officials, employees and agents, from and against any and all claims, actions,
suits, liability, losses, expenses; damages, and judgments of any nature whatsoever,
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including costs and attorneys fees in defense thereof, for injury, sickness, disability or
death to persons or damage to property or business, caused by or arising out_ of the
CONSULTANT'S acts, errors or omissions in the performance of this Contract. Claims
shall include, • but not be limited to, claims that _information supplied by the
CONSULTANT infringes_any patent, copyright, trademark, trade name, or- otherwise
-results in an unfair trade practice.. PROVIDED HOWEVER, that the CONSULTANT'S
obligations hereunder shall not extend to injury, sickness, death or damage caused by or
arising out of the sole negligence of the CITY, its officers, officials, employees or agents.
PROVIDED FURTHER, that in the event of•the concurrent negligence of the parties, the
CONSULTANT'S obligations hereunder shall apply only to the percentage of fault
attributable to_the CONSULTANT, its employees or agents.
b.. In any and all claims against the CITY, its officers, officials, employees and
agents by any employee. of _the CONSULTANT, anyone directly or indirectly employed
by any of them, or anyone for whose acts any of them maybe liable, the indemnification
obligation under this Section shall not be limited in any way by any limitation on the
amount or type of damages, compensation, or benefits payable by or for the
CONSULTANT under Worker's Compensation acts, disability benefits acts, or other
employee benefits acts, it being clearly agreed and understood by the parties hereto that
the CONSULTANT expressly waives any immunity the CONSULTANT might have had
under such laws.- By executing the Contract, the CONSULTANT acknowledges that the
foregoing waiver has been mutually negotiated by -the parties and that the provisions of
this Section shall be incorporated, as relevant, into any contract the CONSULTANT
makes with any CONSULTANT or agent performing work hereunder.
c. The CONSULTANT'S obligations. hereunder shall include, but are not limited
to, investigating, adjusting and defending all claims alleging loss from action, error or
omission, or breach -of any common law, statutory or other delegated duty by the
'CONSULTANT, the CONSULTANT'S employees, or agents. -
5. INSURANCE
a. It is understood the CITY does not maintain liability insurance for the
CONSULTANT and/or its employees.
b. On or before the date the Agreement is executed, the CONSULTANT shall
provide the CITY with a certificate of insurance as proof of liability insurance in the
. amount of One Million Dollars ($1,000,000.00) that clearly states who the provider is, the
amount of coverage, the policy number, and when the policy and provisions provided are
in effect (any statement in the certificate to the effect of "this certificate is issued as a
matter of information only and confers no right upon the certificate holder" shall be
deleted). Said policy shall be in effect for the duration of this Agreement. The policy
shall name the CITY, its elected officials, officers, agents, and employees as additional
insureds, and shall contain a clause that the insurer will not cancel or change the
insurance without first giving the CITY thirty (30) calendar days prior written notice (any
language in the clause to the effect of "but failure to mail such notice shall impose no
obligation or liability of any kind upon the company" shall be crossed out and initialed by
the insurance agent). The insurance shall be with an insurance company or companies
rated A -VII or higher in Best's Guide and admitted in the State of Washington.
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6. TERMINATION
a. The CITY may terminate this Contract in whole or in part whenever the CITY
determines, in its sole discretion, that ntracth tur on ging thirty (30) daysinterests
wri ten �ot notice
f the
CITY. The CITY may terminate this Co p
by Certified Mail to the CONSULTANT'S all cost
SCos Representative.
byt'the CONSULTANT in
e
CITY shall pay the CONSULTANT fo
performing the Contract up to the date of such notice. Payment shall be made in
accordance with Section III of this Contract.
b. In the event that funding for this J theect swithdrawn, reduced ClTY may summarilyrtlernminate this
ited in any
way after the effective date of this Contract
Contract notwithstanding any other terminatiothe date specified nn of the � heawritten Termination
of
f
under this, paragraph shall be effective p
termination sent by the CITY to the CO aSe L towable. After the effective termination date,
no charges incurred under this Contr
tc. If the CONSULTANT breaches
noticer, and
s to
to doso by the
any of its ligations rClTYethe CITYllmay
cure the breach within ten (10) days of
ly
terminate this Contract, in which case theaccordance with lTY shall
npythe ConNSULTAT
III oNth snContract
r the
costs of services accepted by the CITY, in
Upon such termination,
the CITY, at its discretion, may obtain performance of the work
elsewhere, and the CONSULTANT sdalmaeers all
stained by the CITY by reason of the
CITY in completing the work and all 9
CONSULTANT'S breach.
7. ASSIGNMENT DELEGATION AND SUBCONTRACTING
tract using only its
a. The CONSULTANT shall perform obligahe tions and duties fms of the nthe CONSULTANT
bona fide employees or agents, and the9
under this Contract shall not be assigned, delegated,
or t the CITY subcontracted to any other
person or firm without the prior express
written b. The CONSULTANT warrants that it has not paid nor has it agreed to pay any
company, person, partnership, or firm, other than a bona
fide brokerage employee
fee,o fkini og
exclusively for CONSULTANT, any fee, commission, percentage,
9
other consideration contingent upon or resulting from the award or making of this
Contract.
8. NON -WAIVER OF RIGHTS
The parties agree that the excuse or forgive
a waivee ofns of rmancesuch provision(s) on(s) or
, or waiver of
any provision(s) of this Contract does not cos
future performance, or prejudice the right of the waiving party to enforce any of the
-provisions of this Contract at a later time.
9. INDEPENDENT CONSULTANT
a. The CONSULTANT'S services shall be furnished by the CONSULTANT as an
Independent CONSULTANT and not as an toirect and congent, employee CONSULTANr servant of the IT TY. S own
The
CONSULTANT specifically has the right
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activities in providing the agreed services in accordance with the specifications set out in
this Contract.
b. The CONSULTANT acknowledges that the entire compensation for this
Contract is set forth in Section III of this Contract, and the CONSULTANT is not entitled
to any CITY benefits, including, but not limited to: vacation pay, holiday pay, sick leave
pay, medical, dental, or other insurance benefits, fringe benefits, or any other rights or
privileges afforded to CITY OF YAKIMA employees.
c. The CONSULTANT shall _ have and maintain complete responsibility and
control over all of its subconsultants, employees, agents, and representatives. No
subconsultant, employee, agent or representative of the CONSULTANT shall be or
deemed to be or act or purport to act as an employee, agent or representative of the
CITY.
d. The CONSULTANT shall assume full responsibility for the payment of all
payroll taxes, use, sales, income or other form of taxes, fees, licenses, excises, or
payments required by any City, federal or state legislation which is now or may be
enacted during the term of this Contract as to all persons employed by the
CONSULTANT and as to all duties, activities and requirements by the CONSULTANT in
performance of the work on this project and under this Contract and shall assume
exclusive liability therefore, and.meet all requirements thereunder pursuant to any rules
or regulations.
e. The CONSULTANT agrees to immediately remove any of its employees or
agents from assignment to perform services under this Contract upon receipt of a written
request to do so from the CITY'S Contract Representative or designee.
10. COMPLIANCE WITH LAWS
The CONSULTANT shall comply with all applicable federal, state and local laws,
rules and regulations in performing this Contract.
11. INSPECTION OF BOOKS AND RECORDS
The CITY may, at reasonable times, inspect the books and records of the
CONSULTANT relating to the performance of this Contract. The CONSULTANT shall
keep all records required by this Contract for six (6) years after termination of this
Contract for audit purposes.
12. NONDISCRIMINATION
The CONSULTANT, its assignees, delegatees or subconsultants shall not
discriminate against any person in the performance of any of its obligations hereunder
on the basis of race, color, creed, ethnicity, religion, national origin, age, sex, marital
status, veteran status, sexual orientation or the presence of any disability.
Implementation of this provision shall be consistent with RCW 49.60.400.
13. OWNERSHIP OF MATERIALS/WORK PRODUCED
a. Material produced in the performance of the work under this Contract shall be
as works for hire as defined by the U.S. Copyright Act of 1976 and shall be owned by the
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CITY. This material includes, but is not limited to, books, computer programs, plans,
specifications, documents, films, pamphlets, reports, sound reproductions, studies,
surveys, tapes, and/or training materials. Ownership includes the right to copyright,
patent, register, and the ability to transfer these rights. The CITY agrees that if it uses
any materials prepared by the CONSULTANT for purposes other than those intended by
this Contract, it does so at its sole risk and it agrees to hold the CONSULTANT harmless
therefore to the extent such use is agreed to in writing by the CONSULTANT.
b. An electronic copy of all or a portion of material produced shall be submitted
to the CITY upon request or at the end of the job using the word processing program
and version specified by the CITY.
14. DISPUTES
Differences between the CONSULTANT and the CITY, arising under and by
virtue of this Contract, shall be brought to the attention of the CITY at the earliest
possible time in order that such matters may be settled or other appropriate action
promptly taken. Any dispute relating to the quality or acceptability of performance and/or
•
compensation due the CONSULTANT shall be decided by the CITY'S Contract
Representative or designee. All rulings, orders, instructions and decisions of the CITY'S
Contract Representative shall be final and conclusive, subject to the CONSULTANT'S
right to seek judicial relief pursuant to paragraph 15 of this Section.
15. CHOICE OF LAW, JURISDICTION AND VENUE
a. This Contract has been and shall be construed as having been made and
delivered within the State of Washington, and it is agreed by each party hereto that this
Contract shall be governed by the laws of the State of Washington, both as to its
interpretation and performance.
b. Any action at law, suit in equity, or judicial proceeding arising out of this
Contract shall be instituted and maintained only in any of the courts of competent
jurisdiction in the CITY OF YAKIMA, Washington.
16. SEVERABILITY
a. If a court of competent jurisdiction holds any part, term or provision of this
Contract to be illegal, or invalid in whole or in part, the validity of the remaining
provisions shall not be affected, and the parties' rights and obligations shall be construed
and enforced as if the Contract did not contain the particular provision held to be invalid.
b. If any provision of this Contract is in direct conflict with any statutory provision
of the State of Washington, that provision which may conflict shall be deemed
inoperative and null and void insofar as it may conflict, and shall be deemed modified to
conform to such statutory provision.
c. Should the CITY determine that the severed portions substantially alter this
Contract so that the original intent and purpose, of the Contract no longer exists, the
CITY may, in its sole discretion, terminate this Contract.
17. NOTICES
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Any notices shall be effective if personally served upon the other party or if
mailed by registered or certified mail, return receipt requested, to the addresses set out
in paragraph 2 of this Section. Notice may also be given by facsimile with the original to
follow by regular mail. Notice shall be deemed to be given three days following the date
of mailing or immediately if personally served. For service by facsimile, service shall be
effective upon.receipt during working hours. If a facsimile is sent after working hours, it
shall be effective at the beginning of the next working day.
18. ENTIRE AGREEMENT
The parties agree that this Contract is the complete expression of its terms and
conditions. Any oral or written representations or understandings not incorporated in this
Contract are specifically excluded.
V. AUTHORIZED SIGNATORS
ALLIED ARTS OF YAKIMA VALLEY
By:
Date:
/l //v iia 1
CITY OF YAKIMA
R.A. Zais, Jr., City Manager
Date: J 2/V07
07
Attest:
City Clerk
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CITY CONTRAC r NO:
RESOLUTION NO:
ATTACHMENT A
Grade Separation Artwork Technical Assistance Scope of Work
Project Scope:
In collaboration with City of Yakima and their engineering firm, Berger ABAM, Allied
Arts of Yakima Valley ("consultant") will lead the process to select an artist(s) who will
develop and install all elements of the public art project for the two (2) Yakima
underpasses, including art, landscaping and railings for the railroad underpasses.
Phase I:
The consultant will define the scope of the project, conduct the process leading to
selection and engagement of an artist(s). Artist(s)will develop the art project(s), working
with the Berger ABAM engineering firm to assure install the artwork for two new (2)
Yakima railroad underpasses.
Project Workplan
1. Convene City of Yakima Grade Separation Artwork Steering Committee
("committee") the oversight responsibility setting artist selection criteria and
conducting the selection process
2. Develop artist selection criteria
3. Research and identify artists experienced in developing public artwork and with
proven ability to successfully integrate the required elements of: 1) art 2)
landscaping and 3) railings
4. Develop shortlist of eligible artists for by -invitation submission of concepts
5. Convene committee to conduct selection process, reviewing and identify finalists
6. Finalists will:
a. develop concept sketches
b. present concept to committee/Berger Abam
c. present their resume/discuss their qualifications and past record of
successes
7. Selection Committee makes selection and recommendation to City of Yakima
PIIASE I DELIVERABLES:
1. Definition of scope of project
2. Selection of artist(s) experienced in developing public artwork, integrating the
required project elements and in working with engineering/contracting firms
3. Assist City and Berger/Abam in negotiating contract with selected artist.
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b.
PHASE I PROJECT TIMELINE:
Nov 16 Submit contract proposal to City of Yakima
Dec 4 Finalize contract with City
Nov 28 Convene selection committee/approve selection criteria
Dec 5 Research, develop shortlist of artists meeting Selection Committee criteria
Dec 12 Selection Committee reviews shortlist and identifies XX -XX finalists
Dec/ 17 Notify/Issue Request for Concepts to Finalists
Jan 1.5, 2008 Finalist Presentations to Selection Committee
Jan 22 Awardee and First Alternate Identified by Selection Committee
Feb 5 Contract negotiated with Artist Awardee
March 1: Artist concept & budget submitted to engineering firm for integration into
rfp to construction contractors/PHASE I COMPLETED
PHASE I PROJECT BUDGET
Allied Arts of Yakima Valley Consultation
a. Artist concept: $750-1500 per artist/finalist: $4,500
b. Execution of selected concept: $4,000
c. Travel expenses for finalists presenting concepts $1,500
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BUSINESS OF THE CITY COUNCIL
YAKIMA, WASHINGTON
AGENDA STATEMENT
Item No. * Ito
For meeting of December 4, 2007
ITEM TITLE A resolution authorizing execution of an Agreement with Allied Arts
of Yakima Valley for the purpose of selecting an artist or artists who
will work with the City's professional engineer to develop and install
all elements of a public art project for two underpasses that will be
c stru ed to accomplish the grade separation
SUBMITTED BY ' am R. Cook, Director, Community and Economic Development
CONTACT PERSON/TELEPHONE. William Cook, 575-611,3
SUMMARY EXPLANATION
The idea of establishing 'a budget for grade separation project aesthetics first came up in the
Citizen Advisory Group meetings held in 2001 This committee included a number of local
business representatives as well as two City Council members There was strong sentiment
within the group that these underpasses should present a positive image of Yakima and not
just be purely functional. It was decided the added budget for aesthetics should be set at
$700,000 for the project. Other than assigning a budget, there were no specifics for the form
of the aesthetics at that time However, the general consensus was that the underpass walls
provided the best opportunity for improvement. Berger/Abam, the City's design consultant for
the project, has a $10,000 budget in their present contract for incorporating the aesthetic
improvements into the construction contract documents.
Earlier this year, Council members Lover, Bonlender and Johnson discussed the project with
the Arts Giving Circle However, since the Arts Giving Circle is not yet certified as a 501C3
non-profit, the members of the Arts Giving Circle suggested that the project be administered
by Allied Arts of Yakima Valley
The $10,000 budget for the Consultant Agreement is funded by Grade Separation Project
1818, and will be used entirely for the selection of the artist(s) for the project.
Resolution X Ordinance
Contract Allied Arts of Yakima Valley
Mail to (name and address) Elizabeth Miller
5000 West Lincoln Avenue, Yakima, WA 98908
Funding Source Grade Separation - Project 1818
APPROVED FOR SUBMITTAL. ' -%l City Manager
STAFF RECOMMENDATION Adopt resolution
BOARD/COMMISSION RECOMMENDATION
COUNCIL ACTION