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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. (jc) l Consultant Services Agreement Page 1 Allied Arts of Yakima Valley 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. (jc) l Consultant Services Agreement Page 2 Allied Arts of Yakima Valley 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, (jc) / Consultant Services Agreement Page 3 Allied Arts of Yakima Valley 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. (je) / Consultant Services Agreement Page 4 Allied Arts of Yakima Valley 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 . (jc) / Consultant Services Agreement Page 5 Allied Arts of Yakima Valley 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 (jc) / Consultant Services Agreement Page 6 Allied Arts of Yakima Valley 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 (jc) / Consultant Services Agreement Page 7 Allied Arts of Yakima Valley 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 (jc) I Consultant Services Agreement Page 8 Allied Arts of Yakima Valley 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. (jc) / Consultant Services Agreement Page 9 Allied Arts of Yakima Valley 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 (jc) / Consultant Services Agreement Page 10 Allied Arts of Yakima Valley 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