HomeMy WebLinkAboutA3737 - RICHARD WYATT HIGHLAND UNITY CTR MO 5851 Richard Wyatt, Artist
• Public Art Work - Desert
Highland Unity Center
AGREEMENT #3737
M05851, 11-20-96
AGREEMENT FOR COMMISSION OF PUBLIC ART WORK
THIS AGREEMENT FOR COMMISSION OF PUBLIC ART WORK ( "Agree-
ment") is entered into this J� "d day of j �✓G�i� ,
199�, by and between the, CITY OF PALM SPRINGS, a municipal
corporation (the "City") , acting by and through its Public
Arts Commission (the "Commission") and RICHARD WYATT, (the
"Artist") .
RECITALS
A. The City is implementing a public arts program pursu-
ant to Municipal Ordinance No. 1479, establishing an art in
public places program and related development fee in the City,
and establishing the organization, objectives and
responsibilities of the Commission.
B. Funds have been allocated for the selection, purchase
and placement of art work throughout the City.
C. The Artist submitted a proposal to the Commission for
creation of a mural in accordance with the specifications
attached hereto as Exhibit "A" and incorporated herein by
reference (the "Proposal ) . The Artist and the Proposal were
approved by the Commission on September 12, 1996 and reviewed
by the City Council on October 9, 1996 acting through the pro-
cedures duly adopted by the City and the Commission for the
design, execution, fabrication and installation of certain
public art work (the "Work") , in a public space located on the
exterior South wall of the gymnasium at the Desert Highland
Unity Center as more particularly depicted on Exhibit "B"
attached hereto (the "Site") .
D. The Artist is a recognized professional artist, and;
the City acknowledges sufficient familiarity with the style
and quality of the Work of the Artist, and; the City desires
the Artist to create a Work in the Artist ' s unique style .
NOW, THEREFORE, the City and the Artist, for the con-
sideration and under the conditions hereinafter set forth, and
pursuant to the authority, terms and conditions set forth in
Municipal Ordinance No. 1479, agree as follows :
1 . Scope of Artist ' s Services .
1 . 1 Fabrication and Completion of Work of Art .
The Artist shall fabricate the Work or cause it to be
fabricated on the Site, under the Artist 's personal su-
pervision, in conformity with the Proposal . The Work
shall not deviate in size, design or material from the
Proposal except for the addition of faces of varied
ethnic background to be recommended by the Desert High-
land Community and whose depiction shall be approved by
the Commission. The Artist is responsible for the
fabrication of the Work at the Site, and for all expenses
associated with the fabrication of such Work except for
expenses for compensation for student workers' hired by
the City (as specified in Exhibit "D") as apprentices to
assist the Artist with comp et�ion of the Work.
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1 . 2 Consultat:ions and Deviations from Proposal .
The parties agree to cooperate and consult c ose y uring
fabrication of the Work to complete the Work in accor-
dance with the Proposal . The Artist will present design
changes to the Commission for its approval and accep-
tance .
1 . 3 Modifications . The City shall have the right,
prior to the acceptance of the Work, to request modifi-
cations to the Work. Should such modifications result in
an increase in cost to the Artist, full documentation of
such costs shall be submitted to the Commission in
writing and any reasonable increase approved by the
Commission. Upon approval, such increased costs shall be
added to the fee to be paid to the Artist pursuant to
Section 4 below. In the event the modifications result in
a reduction of costs to the Artist, the fees owed to the
Artist pursuant to Section 4 below shall be reduced by a
like amount . Except as expressly provided in the
Agreement, City shall not intentionally damage, alter,
modify or change the Work without the prior written
consent of the Artist .
2 . Commencement and Performance of Work. The Artist
shall commence the fabrication of t e Wor upon the receipt
of a written "Notice to Proceed" from the Commission. The
Work shall be completed .in accordance with the Schedule of
Performance contained in the Proposal .
3 . Ownership of Documents, Models All studies, draw-
ings, designs, and mod e s prepared an submitted relative to
this Agreement shall become the property of the City . The
Commission may permit the Artist to borrow such items as
needed for the fabrication of the Work. The City agrees not
to reuse such studies, drawings, and models for the purpose
of constructing a full-sized duplicate of the Work without the
express written permission of the Artist . The City shall hold
the Artist harmless from liability arising from any such
unauthorized reuse of the studies, drawings, maquettes, and
models .
4 . Fee and Interim Payments . As consideration for the
Work, City shall pay Artist t�ecees set forth on the attached
Exhibit"C" in accordance with the time frames provided therein
( Few'e Schedule")
S . Indemnification. Artist agrees to indemnify the City,
its officers, agents, representatives and employees against,
and will hold and save them, and each of them, harmless from
any and all actions, suits, claims, damages to persons or
property, losses, costs, penalties, obligations, errors, omis-
sions or liabilities (herein "claims or liabilities") that may
be asserted or claimed by any person, firm or entity arising
out of or in connection with the performance of the Work,
operations or activities of Artist, its agents,
representatives, employees, subcontractors, or invitees, pro-
vided for herein, or arising from the performance of or
failure to perform any term, provision, covenant or condition
of this Agreement, whether or not there is current passive or
active negligence on the part of the City, its officers,
agents, representatives or employees ,but excluding such
claims or liabilities arising from the sole negligence or
willful misconduct of the City, its officers, agents,
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representatives or employees, who are directly responsible to
the City and further excluding claims or liabilities accruing
subsequent to the final acceptance of the Work by the City
provided that the obligations of Artist under this Section
shall continue with respect to any claims or liabilities
caused by, resulting from or connected with a breach or
failure of the warranty contained in Section 6 . 1 below. In
connection with the foregoing indemnity:
5 . 1 Artist will defend any action or actions filed
in connection with any of said claims or liabilities and
will pay all costs and expenses, including legal costs
and attorneys ' fees incurred in connection therewith;
5 . 2 Artist will promptly pay any judgment rendered
against the City, its officers, agents, representatives,
or employees for any such claims and liabilities arising
out of or in connection with the performance of or
failure to perform such Work, operations or activities
of Artist hereunder; and Artist agrees to save and hold
the City, its officers, agents, representatives and em-
ployees harmless therefrom;
5 . 3 In the event the City, its officers, agents,
representatives, or employees are made a party to any ac-
tion or proceeding filed or prosecuted against Artist for
such damages or other claims arising out of or in con-
nection with negligent performance of or failure to
perform the Work, operation or activities of Artist
hereunder, Artist agrees to pay to the City, its offi-
cers, agents, representatives, or employees, any and all
costs and expenses incurred by the City, its officers,
agents, representatives, or employees in such action or
proceeding, including, but not limited to, legal costs
and attorneys ' fees .
6. Artists ' Warranties/Waivers .
6 . 1 Defects in Materials or Workmanship and Inher-
ent Vice . T e— A t warrants that the Work wi 1 be free
o de—defects in workmanship or materials, and that the
Artist will, at the Artist ' s own expense, remedy any
defects due to faulty workmanship or materials appearing
over the life of the! Work. This warranty includes any
workmanship or materials which cause the Work to
deteriorate over time in a manner inconsistent with its
design, the approved plans and specifications or as would
otherwise be expected from products made of similar
materials, or from any quality within the materials which
comprise Work which„ either alone or in combination,
result in the tendency of the work to deteriorate .
6. 2 Title . The Artist warrants that the Work is the
result of tFe artistic efforts of the Artist and that it
will be installed and transferred to the City free and
clear of any liens, claims or other encumbrances of any
type.
6 . 3 Unique. The Artist warrants that the Work is
unique and no other ;such mural shall exist and that the
Artist will not execute or authorize another to execute
another work of the same or substantially the same design
as the Work commissioned pursuant to this Agreement .
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This warranty and covenant shall be binding on the
Artist ' s heirs and assigns .
6 . 4 Waiver . Due to the nature of the Work and the
Site on whichit is to be placed and the public interest
of the City, Artist and his agents, heirs, successors and
assigns hereby waive any and all rights they may have
under the California Art Preservation Act, as set forth
in California Civil Code Section 987, as it may be amended
from time to time . Artist, his agents, heirs, successors
and assigns also agree not to attempt to defeat this
waiver by cooperating with any other person or
organization which seeks to bring an action under
California Civil Code Section 989 or any other similar
provision.
7 . Excuse or Suspension of Contractual Obligations
Force Majeure . The time period (s) specified in the Proposal
for per orf manse of the services rendered pursuant to this
Agreement shall be extended because of any delays due to
unforeseeable causes beyond the control and without the fault
or negligence of the Artist, including, but not restricted
to, acts of God or of the public enemy, unusually severe
weather, fires, riots, ,strikes, freight embargoes, wars,
litigation, and/or acts of: any governmental agency, including
the City, if the Artist shall within ten (10) days of the com- '
mencement of such delay notify the Commission in writing of
the causes of the delay. The Commission shall ascertain the
facts and the extent of the delay, and extend the time for
performing the services for the period of the enforced delay
when and if in the judgment of the Commission, such delay is
justified. The Commission' s determination shall be final and
conclusive upon the parties to this Agreement . In no event
shall Artist be entitled to recover damages against the City
for any delay in the performance of this Agreement, however,
caused, Artist ' s sole remedy being extension of the Agreement
pursuant to this Section.
8 . Special Services to be Performed by the Artist .
8 . 1 The Artist shall be available at such time or
times as may be agreed between City and Artist to attend
any inauguration or dedication 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 completion.
8 . 2 Upon completion of the Work, the Artist shall
provide the City with written instructions for appro-
priate maintenance and preservation of the Work.
9 . Default; Remedies .
9 . 1 Disputes . In the event of any dispute arising
under this Agreement, the injured party shall notify the
defaulting party in writing of the breach and the facts
giving rise thereto. The injured party shall continue
performing it obligations hereunder so long as the
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defaulting party commences to cure such default within
three (3) days of service of such notice and completes
the cure of such default within thirty (30) days after
service of the notice, or such longer period as may be
permitted by the injured party; provided that if the
default is an immediate danger to the health, safety and
general welfare, such immediate action may be necessary.
Compliance with the provisions of this section shall be
a condition precedent to termination of this Agreement
for cause and to any legal action, and such compliance
shall not be a waiver of any party' s right to take legal
action in the event that the dispute is not cured.
9 . 2 Retention of Funds . Artist hereby authorizes
City to deduct from any amount payable to Artist (whether
or not arising out of. this Agreement) : (i) any sums which
may be in dispute hereunder or which are necessary to
compensate City for any losses, costs, liabilities or
damages suffered by City resulting from this Agreement,
and (ii) all amounts for which City may be liable to
third parties by reason of Artist 's acts or omissions in
performing or failing to perform Artist' s obligation
under this Agreement . In the event any claim is made
against the City by a third party, any indebtedness
appears to be the basis for a claim of lien, City may
withhold from any payment due, without liability for
interest because of such withholding, an amount
sufficient to cover such claim. The failure of City to
exercise such right to deduct or to withhold shall not,
however, affect the obligations of the Artist to insure,
indemnify, and protect City as provided herein.
9 . 3 Waiver. No delay or omission in the exercise
of any right or remedy by a non-defaulting party on any
default shall impair such right or remedy or be construed
as a waiver. A party' s consent to or approval of any act
by the other party requiring the - party' s consent or
approval shall not be deemed to waive or render
unnecessary the other party' s consent to or approval of
any subsequent act . Any waiver by either party of any
default must be in writing and shall not be a waiver of
any other default concerning the same or any other
provision of this Agreement .
9 . 4 Rights and Remedies . Except with respect to
rights and remedies expressly declared to be exclusive
in this Agreement, the rights and remedies of the parties
hereunder are cumulative and the exercise by either party
of one or more of such rights or remedies shall not pre-
clude the exercise by it, at the same or different times,
of any other rights or remedies for the same default or
any other default by the other party.
9. 5 Legal Action. In addition to any other rights
or remedies, either party may take legal action, in law
or in equity, to cure, correct or remedy any default, to
recover damages for any default, to compel specific
performance of this Agreement, to obtain declaratory or
injunctive relief, or to obtain any other remedy con-
sistent with the purposes of this Agreement .
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9 . 6 Termination for Default of Artist . The City
shall have the re riight to terminate this Agreement for
cause upon any material breach by artist, subject to the
requirements of Section 9 . 1 above . In such event, City
may after compliance with the provisions of Section 9 . 1
above, take over the Work and prosecute the same to
completion by contract or otherwise, and the Artist shall
be liable to the extent that the total cost for
completion of the services required hereunder exceeds the
compensation herein stipulated (provided that the City
shall use reasonable efforts to mitigate such damages) ,
and the City may withhold payments to the Artist for the
purpose of setoff or partial payment of the amounts owed
the City as previously stated.
9 . 7 Termination for Default of City. Artist shall
have the right to terminate this Agreement for cause upon
any material breach by City, subject to the requirements
of Section 9 . 1 above . Artist shall have the right to
terminate this agreement in the event the City is more
than thirty (30) days late in making any payment due
pursuant to Exhibit "C" (Progress Payments) .
9 . 6 Attorneys ' Fees . If either party to this
Agreement is required toinitiate or defend or is made a
party to any action or proceeding in any way connected
with this Agreement, the prevailing party in such action
or proceeding, in addition to any other relief which may
be granted, whether legal or equitable, shall be entitled
to reasonable attorneys ' fees . Attorneys ' fees shall
include attorneys ' fees on appeal, and in addition, a
party entitled to attorneys ' fees shall be entitled to
all other reasonable costs for investigating such action,
taking depositions and discovery and all other necessary
costs the court allows which are incurred in such
litigation, at trial and on appeal . All such fees shall
be deemed to have accrued on commencement of such action
and shall be enforceable whether or not such action or
proceeding is prosecuted to judgment .
10 . Insurance . The Artist shall procure and maintain,
at its sole cost and expense, in a form and content satis-
factory to City, during the entire term of this Agreement,
including any extension thereof, the following policies of
insurance:
10 . 1 Comprehensive General Liability Insurance . A
policy of comprehensive general liability insurance
written on a per occurrence basis in an amount not less
than ONE MILLION DOLLARS ($1, 000, 000 . 00) combined single
limit .
10 . 2 Workers ' Compensation Insurance . A policy of
workers ' compe— n on insurance in such amount as will
fully comply with laws of the State of California and
which shall indemnify, insure and provide legal defense
for both the Artist and the City against any loss, claim
or damage arising :From any injuries or occupational
diseases occurring to any worker employed by or any
persons retained by the Artist in the course of carrying
out the Work or services contemplated in this Agreement .
If the Artist has no employees, as defined in California
Labor Code Sections 3350 et seq. and the Artist submits
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a letter to the City Risk Manager so stating, this
provision may be waived.
10 . 3 Automotive Insurance. A policy of comprehen-
sive automobile liability insurance written on a per
occurrence basis in an amount not less than either (i)
bodily injury liability limits of TWO HUNDRED FIFTY THOU-
SAND DOLLARS ($250, 000 . 00) per person and FIVE HUNDRED
THOUSAND DOLLARS ($500, 000 . 00) per occurrence and prop-
erty damage liability limits of ONE HUNDRED THOUSAND
DOLLARS ($100, 000. 00) per occurrence and TWO HUNDRED
FIFTY THOUSAND DOLLARS ($250, 000 . 00) in the aggregate,
(ii) combined single limit liability of FIVE HUNDRED
THOUSAND DOLLARS ($500 , 000 . 00) , or (iii) limits as set by
the City Risk Manager. Said policy shall include
coverage for owned, non-owned, leased and hired cars .
10 . 4 Fine Arts Insurance . A policy of fine arts
insurance on an all-ruin the amount of not less
than TWENTY THOUSAND DOLLARS ($20, 000 . 00) and a deduct-
ible not to exceed ONE THOUSAND DOLLARS ($1, 000 . 000) for
each loss until the Work is completed at the Site by the
Artist and custody relinquished to the City, or other
insurance adequate to insure the Work if approved by the
City Risk Manager .
All of the above policies of insurance shall be
primary insurance and shall name the City, its officers,
employees and agents as additional insureds . The insurer
shall waive all rights of subrogation and contribution it
may have against the City, its officers, representatives,
employees and agents and their respective insurers . All
of said policies of insurance shall provide that said
insurance may not be amended or canceled without
providing thirty (30) days ' prior written notice by
registered mail to the City. The cancellation clause
shall read "SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE
CANCELED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING
COMPANY WILL MAIL 30 DAYS WRITTEN NOTICE TO THE
CERTIFICATE HOLDER NAME TO THE LEFT" . In the event any of
said policies of insurance are canceled, the Artist
shall, prior to the cancellation date, submit new evi-
dence of insurance in conformance with this Section to
the Commission. No work or services under this Agreement
shall commence until the Artist has provided the City
with Certificates of Insurance or appropriate insurance
binders evidencing the above insurance coverages and said
Certificates of Insurance or binders are approved by the
City.
The policies of insurance required by this Agreement
shall be satisfactory only if issued by companies
qualified to do business in California, rated "A" or
better in the most recent edition of Best Rating Guide,
The Key Rating Guide or in the Federal Register, and only
if they are of a financial category Class VII or better,
unless such requirements are waived by the City Risk
Manager due to unique circumstances .
It is expressly agreed that due to changes in law
and conditions prevailing in the insurance market, the
need may arise to change insurance coverage during the
life of this Agreement . In the event the City Risk Man-
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ager determines that the Work or services to be performed
under this Agreement creates an increased or decreased
risk of loss to the City, the Artist agrees that the
minimum limits of the insurance policies required by this
Section may be changed accordingly upon receipt of
written notice from the City Risk Manager; provided that
the Artist shall have the right to appeal a determination
of increased coverage the City Risk Manager to the City
Council of City within ten (10) days of receipt of notice
from the City Risk Manager.
11 . Ownership of Work/Copyright .
11 . 1 Bill of Sale . Upon the acceptance of the
Work and payment therefor by the City, the Artist
shall convey and assign title to the Work and all
rights thereto to the City by executing and de-
livering the Bill of Sale in the form attached
hereto as Exhibit "E" ("Bill of Sale") . The Artist
bears the r — of damage to or loss of the Work
until the title passes to the City . Artist shall
register a copyright with the U. S . Copyright Of-
fice, and the Artist shall provide the City with a
copy of the application for registration. The
City' s share in the copyright of the Work shall be
transferred to the City by the Bill of Sale .
11 . 2 Joint Copyright . Copyright in the Work
will be owne3 by the Artist until title to the Work
passes to the City pursuant to the Bill of Sale .
Notwithstanding the foregoing, the Artist agrees
not to make use of such copyright in the Work for
any purpose other than the performance of the Work
prior to the passing of title to the Work to the
City, without written consent of the City. Upon
passing of title to the work to the City by the
Bill of Sale, copyright in the Work will be owned
jointly by the City and the Artist and no further
use of the copyright will be made by the Artist or
the City without the written consent of the other,
which consent will not be reasonably withheld. If
the Artist desires to sell, assign or otherwise
transfer the joint right to copyright of the Work,
the Artist will do so only upon receipt of the
written consent of the City, which consent will not
be unreasonably withheld.
11 . 3 Reproductions by City Notwithstanding
the limitations in Section 11 2 above, the City has
the right (without the consent of Artist) to repro-
duce and distribute in printed form educational
materials and brochures advertising or promoting
the City or any other literature of the City, pho-
tographs, realistic renderings, videotapes or films
of the Work (as installed and formally accepted by
the City. No royalty shall be due and payable by
the City to the Artist for such reproductions and
use of the images of the Work for promotional
purposes . Such reproductions and use of the images
of the Work for publicity and promotion shall, to
the extent reasonbly possible and appropriate, give
reference to the name of the Artist .
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11 . 4 Reproductions by Artist . The City
agrees that the Artist shall have the right
(without the prior consent of the City) to repro-
duce and distribute in printed form, educational
materials and brochures advertising or promoting
the Artist and his career, two-dimensional images
such as photos or realistic renderings, video tapes
or films of the Work as installed and formally ac-
cepted by the City. No royalty shall be due and
payable by the Artist for such reproductions and
use of the images of the Work for promotional
purposes . Such reproductions and use of the images
of the Work for publicity, promotion and educa-
tional purposes shall, to the extent reasonably
possible and appropriate, give reference to the
City.
12 . Credits to Work:.
12 . 1 Label . A label identifying the Artist, the
title of the Work and the year it is completed shall be
publicly displayed in the area adjacent to the Work.
12 . 2 Artist ' s Credit . The Artist shall receive
authorship credit in connection with the Work, in the
following form: Copyright, Richard Wyatt and City of
Palm Springs, All Rights Reserved, 1997 .
12 . 3 City ' s Credit . The Artist agrees that all
formal references to t inWork shall include the following
credit line : "From the Collection of the City of Palm
Springs, commissioned by the City of Palm Springs Public
Arts Commission. "
13 . Documentation. Artist shall provide information on
the Work requested by the Commission for its registration
files .
14 . Repair and Restoration. It is the current policy
of the Commission to consu-1-t—w-i-t-F the Artist regarding repairs
and restoration which are undertaken during the Artist ' s
lifetime when that is practical . To facilitate consultation,
Artist will, to the extent feasible, notify the Commission of
any change in his permanent address .
15 . Reputation.
15 . 1 City' s Commitment . The City agrees that it
will not use the Work or the Artist 's name in a way which
reflects discredit on the Work or on the name of the
Artist or on the reputation of the Artist as an artist .
15 . 2 Artist ' s Commitment . The Artist agrees that
Artist will not make re�rence to the Work or reproduce
the Work or any portion thereof in a way which reflects
discredit on the City of the Work.
16 . No Assignment. or Transfer. The personal
skill, judgment an creativity o the Artist is an essential ele-
ment of this Agreement . Therefore, the Artist shall not
voluntarily or involuntarily assign, convey, subcontract, hy-
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pothecate, encumber or otherwise transfer any portion of this
Agreement or any of the work to be performed hereunder without
the express written consent of the City, which consent may be
withheld in the City' s sole and absolute discretion. In the
event of such unapproved transfer, including any bankruptcy
proceeding, this Agreement shall be void. No approved transfer
shall release the Artist from any liability hereunder without
the express consent of the City.
17 . Artist as Independent Contractor.
17 . 1 Neither the City nor any of its employees
shall have any control over the manner, mode or means by
which Artist, its agents or employees, perform the
services required herein, except as otherwise set forth
herein. City shall have no voice in the selection,
discharge, supervision or control of Artist' s employees,
servants, representatives or agents, or in fixing their
number, compensation or hours of service. Artist shall
perform all services required herein as an independent
contractor of City and shall remain at all times as to
City a wholly independent contractor with only such
obligations as are consistent with that role . Artist
shall not at any time or in any manner represent that it
or any of its agents or employees are agents or employees
of the City . City shall not in any way or for any
purpose become or be deemed to be a partner of Artist in
its business or otherwise or a joint venture or a member
of any joint enterprise with Artist .
17 . 2 The City and the Commission may require the
Artist to make such revisions to the Proposed Work as are
necessary for the Work to comply with applicable stat-
utes, ordinances or regulations governing the project .
Artist acknowledges (i) that Labor Code Section 1771 may
require the payment of prevailing wages and (ii) the Pub-
lic Contracts Code may require that certain aspects of
the Work be publicly bid. Upon request of the City, the
Artist shall make :such revisions to the Work and/or
supply data to the City as is necessary for the Work to
comply with the Labor Code or Public Contracts Code .
18 . Conflict of Interest . No officer, representative
or employee of the City sh�l have any financial interest,
direct or indirect, in this Agreement nor shall any such
officer, representative or employee participate in any deci-
sion relating to the Agreement which effects his or her finan-
cial interest or the financial interest of any corporation,
limited liability company, partnership or association in which
he or she is, directly or indirectly, interested, in violation
of any Federal or California statute or regulation. The Art-
ist warrants that it has not paid or given and will not pay or
give any third party any money or other consideration for
obtaining this Agreement .
19 . Covenant Against Discrimination. Artist covenants
that, by an or itself, its heirs, executors, assigns, and
all persons claiming under or through them, that there shall
be no discrimination against or segregation of, any person or
group of persons on account of race, color, creed, religion,
sex, marital status, national origin, or ancestry in the
performance of this Agreement . Artist shall take affirmative
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action to insure that applicants are employed and that
employees are treated during employment without regard to
their race, color, creed, religion, sex, marital status,
national origin, or ancestry.
20 . Amendments . No modification or amendment of the
terms of this Agreement shall be effective unless written and
signed by authorized representatives of the parties hereto .
21 . Governing Law. This Agreement and all matters
pertaining thereto shall be construed according to the laws
of the State of California .
22 . Licenses, Permits and Fees . Artist shall obtain at
its sole cost and expense suc icenses, permits and approvals
as may be required by law for the performance of the services
required by this Agreement . Except as specified below, Artist
shall have the sole obligation to pay for any fees,
assessments and taxes, plus applicable penalties and interest,
which may be imposed by law and arise from or are necessary
for the Artist ' s performance of the services required by this
Agreement, and shall indemnify, defend and hold harmless City
against any such fees, assessments, taxes, penalties or
interest levied, assessed or imposed against City hereunder.
Any permits required for landscaping and installation of Work
on City property shall be obtained by the City at the City' s
sole cost and expense, and Artist shall provide any
information necessary to obtain such permits .
23 . Further Responsibilities of the Parties . Both
parties agree to use reasonable care and diligence to perform
their respective obligations under this Agreement . Both
parties agree to act in good faith to execute all instruments,
prepare all documents and take all actions as may be
reasonably necessary to carry out the purposes of this
Agreement . Unless hereafter specified, neither party shall
be responsible for the services of the other.
24 . Commission. The Commission shall be the City' s
designate -representative with respect to this Agreement . It
shall be the Artist ' s responsibility to assure that the
Commission is kept informed of the progress of the Work and
the Artist shall refer any decision which must be made by the
City to the Commission. Unless otherwise specified herein,
any approval of the City required hereunder shall mean the
approval of the Commission. Except as otherwise directed by
the City Council, the Commission shall have the authority to
give any approvals or consents required hereunder and to
otherwise act on behalf of the City in order to carry out the
terms of this Agreement .
25 . Notices . Any notice which either party may desire
to give to the other party under this Agreement must be in
writing and may be given by personal delivery or by mailing
the same by registered or certified mail, return receipt
requested, to the party to whom the notice is directed at the
address of such party hereinafter set forth, or such other
address and to such other persons as the parties may hereafter
designate:
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To Artist : Mr. Richard Wyatt
5649 West Jefferson Blvd.
Los Angeles, California 90016
(213) 934-7337
To Commission: City of Palm Springs
Public Arts Commission
P. O. Box 2743
Palm Springs, CA 92263-2743
Attn: Ms . Diane Morgan
(619) 778-8408
Copy to : Rutan & Tucker
611 Anton Boulevard, Suite 1400
Costa Mesa, CA 92626
Attn: David J. Aleshire, Esq.
A change in the designation of the person or address to which
submittals, requests, notices or reports shall be delivered
is effective when the other party has received notice of the
change by certified mail .
26 . Execution in Counterpart . This Agreement may be
executed in several couni:erparts, and all so executed shall
constitute one agreement binding on all parties hereto,
notwithstanding that all parties are not signatories to the
original on the same counterpart .
IN WITNESS WHEREOF, the parties have entered into this
Agreement as of the date first above written.
ARTIST
RICHAR WYATT
545-06-5004 (Artist ' s Social
Security Number)
ATTEST: CITY O�FM_S.PRINGS
a mipal corpoty i n
7
By. .. / By .
amity Clerk City Mana-Zre5r
APPROVED AS TO FORM:
APPROVED BY THE MY CC)UNCIL
/73 d_)
12
EXHIBIT "A"
WORK SPECIFICATIONS AND
SCHEDULE OF PERFORMANCE
Artist will create a thirteen (13) foot by eighty-eight (88)
foot acrylic mural on the exterior South wall of the gymnasium
at the Desert Highland Unity Center. The mural will be a
replica of the Proposal. approved by the Commission on
September 12, 1996 and reviewed by the City Council on October
9, 1996 with the exception of the addition or substitution of
other ethnic figures representative of the Desert Highland
Community as suggested by the citizens of such community. The
faces reproduced in the mural will be a "sampling of senior
citizens, young adults and youths who utilize this gathering
place . These changes shall be submitted to the Commission for
approval prior to commencement of the application of the full-
sized mural on the wall of the Desert Highland Unity Center.
The mural will be painted directly on the wall of the
Desert Highland Unity Center building by the artist with the
assistance of student apprentice painters to be selected by
the Artist . Apprentice painters will work on such aspects as
design transfer, underpai.nting, mixing colors and detailed
design painting such as textile patterns . The Artist will act
as a role model for the youth involved providing tangible work
skill, training in teamwork and development of community
pride.
SCHEDULE OF PERFORMANCE
1 . Fabrication. The Artist shall complete the Work no
later than six mont s after issuance of the written Notice to
Proceed from the Commission. Artist' s workweek schedule will
generally run Monday through Friday from 10 : 00 A.M. to 6 : 00
P.M. and Saturdays as required.
2 . Design Review; Revisions to Proposed Work. Without
limiting the City Council ' s or the Commission' s approval
rights as set forth in the Agreement :
2 . 1 Within 30 days after execution of this Agree-
ment, the Artist shall submit to the Commission detailed
working drawings depicting any changes to the Proposal
as requested by the Commission.
2 .2 The City and the Commission may require the
Artist to make such revisions to the Proposal as are
necessary for the Work to comply with applicable stat-
utes, ordinances or regulations governing the project .
2 . 3 The City or the Commission may require revi-
sions of the Work pursuant to Section 1 . 3 of the Agree-
ment . In the event City desires to make material revi-
sions to the Work, the City agrees to give Artist notice
of the proposed changes and the ability to comment on
such proposed changes and the work with the City for
alternative modifications; provided, however, that the
final determination as to any modification shall be make
by City in it sole discretion.
13
d
3 . Workshops . Within 30 days after execution of this
Agreement, the Artist shall submit to the Commission a Com-
munity workshop schedule . Artist shall participate in a
minimum of two (2) Workshops will include the following:
3 . 1 An introduction of the Artists' work to the
community in the form of a slide presentation and lec-
ture .
3 . 2 Information sheets about the project to be
distributed to the youth.
3 . 3 A series of painting and drawing exercises
which will include basic color theory, the use of
various brush sizes, paint manipulation and design
transfer techniques .
EXHIBIT "A"
14
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EXHIBIT "C"
PROGRESS PAYMENTS
1 . Fee . the Artist' s total fee for fabrication and com-
pletion of the Work, including all applicable taxes and all
expenses relating thereto, whether or not identified in the
itemization of expenses included in the Proposal shall be
FOURTEEN THOUSAND SEVEN HUNDRED AND FIFTY-FIVE DOLLARS
($14 , 755 . 00) ( "Fee") . Student apprentices will be paid sepa-
rately out of the Public Arts Fund as temporary City employ-
ees . The complete Fee is due and payable by the City when
final invoice is submitted by the Artist and the Work is
finally accepted in writing by the Commission.
2 . Interim Payments . Subject to the Artist' s obligation
to repay any installment payment in the event this Agreement
is terminated by reason of Artist' s default, the City shall
make payments to the Artist against the Fee to assist the
Artist with financing the completion of the Work. The amount
of the payments shall be made as follows :
2 . 1 Upon execution of the Agreement : TWO THOU-
SAND TWO HUNDRED FIFTY DOLLARS ($2, 250 . 00) .
2 . 2 Upon completion of design review, issuance by
City of the written Notice to Proceed with fabrication
and submission of a request for payment : TWO THOUSAND
DOLLARS TWO HUNDRED FIFTY ($2, 250 . 00) .
2 . 3 Following the Commission' s determination that
the Work has been one-third (1/3) completed and receipt
of Artist ' s written request for an interim payment : TWO
THOUSAND TWO HUNDRED FIFTY DOLLARS ($2, 250 . 00) .
2 . 4 Following the Commission 's determination that
the Work has been two thirds (2/3) completed and receipt
of Artist ' s written request for an interim payment : TWO
THOUSAND TWO HUNDRED FIFTY DOLLARS ($2, 250 . 00) .
2 . 5 Following (a) the Commission' s final determina-
tion that fabrication of the Work has been completed,
(b) submission of the Artist' s report on fabrication,
(c) review and approval of the Work by the City Council
and Commission, (d) final acceptance by the City Council
and Commission, (e) request for final payment : FIVE
THOUSAND SEVEN HUNDRED AND FIFTY-FIVE DOLLARS .
($5755. 00) .
2 . 6 All payments shall be made payable to Richard
Wyatt .
2 . 7 The City agrees to pay all amounts due within
two (2) weeks of receipt of notice . It is understood that
delay of payment may, proportionately extend the time
required to complete the Work .
3 . Effect of Approval for Interim Payment . Approval
of Work to permit an interim payment is solely for the benefit
of the Artist . Unless the approval of the Work is in the form
of a motion by the Commission, the approval does not
constitute acceptance or approval of the Work by the City nor
17
1� LJe
i t►
shall it be construed as a waiver of the City' s right to
require that the Work conform to the Proposal .
4 . Final Acceptance . The Work shall be finally ac-
cepted when the City Council passes a motion finding:
4 . 1 That the Work conforms to the proposal and
specifications set forth hereof, or to any modifications
thereof approved by the Commission;
4 . 2 That the Artist completed the Work at the site
on a timely basis; and
4 . 3 That the Artist is in substantial compliance
with the other terms of this Agreement which the Com-
mission has not waived.
EXHIBIT "C"
18
]EXHIBIT "D"
STUDENT APPRENTICE SELECTION PROCESS AND COMPENSATION
1 . Student Apprentice Review and Selection Process .
Artist-led community workshops will provide the Artist with
the opportunity to observe potential apprentices working under
conditions similar to actual in-field mural painting. A
maximum of 20 students will be selected. Four to five
students per painting session are considered by the Artist to
be the best number of students to maintain quality control .
If as many as 20 students qualify to work on the mural they
will be divided into groups of four or five and work on
alternate days . Students will be required to fill out an
application through the City and will be hired by the City as
"Temporary Student Workers" . Students for hire will be
selected by the Artist and approved by the Arts Administrator.
Any changes in the roster of selected students must be ap-
proved by the Arts Administrator.
2 . Student Work Schedule . A proposed student work
schedule will e provide to the Commission after the Student
Apprentices have been selected and prior to commencement of
the painting of the mural . The Schedule will give the names
of the students and the hours to be worked. The Artist will
maintain records of student attendance and the hours worked
for bi-weekly timecards which must be filled out, signed by the
Student, the Artist and the Arts Administrator and turned into
the City payroll department . Checks to students will be
issued in accordance with the City' s regular payroll payment
schedule .
3 . Student Compensation. Student apprentices will
be compensated at a pay rate of FIVE AND 50/100 DOLLARS
($5 . 50) per hour . Payment of student salaries will be made
from the Public Arts Fund. FIVE THOUSAND DOLLARS ($5, 000 . 00)
shall be allocated from the Public Arts Fund for payment of
student salaries . Should additional hours be necessary to
complete the student portion of the mural the Artist shall
submit in writing to the Commission a request for additional
funding for student salaries . Any additional funding for
student salaries must be approved in writing by the Commis-
sion.
4 . Insurance . As temporary employees of the City,
students wil e covered under the regular insurance provi-
sions provided to temporary City employees .
EXHIBIT "D"
19
EXHIBIT "E"
BILL OF SALE AND ASSIGNMENT
THIS BILL OF SALE AND ASSIGNMENT is made as of
1997 from Richard Wyatt ("Sell-
er") , to the CITY OF PALM SPRINGS, a municipal corporation
("Buyer") .
That for good and valuable consideration to be paid
pursuant to the provisions of that certain Agreement for
Commission of Public Art Work dated , 1997
between Buyer and Seller (the "Purchase Agreement") Seller
does hereby sell, assign, transfer and deliver unto Buyer, and
its successors and assigns, that certain mural created by
Seller entitled " "
(the "Property") , including ding its half of all right, title and
interest therein, including, without limitation, the shared
and joint copyright as specified in Section 11 of the Purchase
Agreement .
Seller does hereby :represent and warrant to Buyer that
Seller is the lawful owner of such personal property, and that
Seller had good right to sell the same as aforesaid and will
warrant and defend the title thereto unto buyer, its succes-
sors, subsidiaries, parent corporations, affiliates and loan
participant.
IN WITNESS WHEREOF, Seller has executed this Bill of Sale
as of the date first above written.
RICHARD WYATT
EXHIBIT "E"
20
BILL OF SALE AND ASSIGNMENT
THIS BILL OF SALE AND ASSIGNMENT is made as of. /fly
1998, from Richard Wyatt ("Seller"), to the CITY OF PALM SPRINGS, a municipal
corporation ('Buyer").
That for good and valuable consideration to be paid pursuant to the provisions of
that certain Agreement for Commission of Public Art Work dated January 27, 1997
between Buyer and Seller (the 'Purchase Agreement") Seller does hereby sell, assign,
transfer and deliver unto Buyer, and its successors and assigns, that certain mural created
by Seller entitled: 'Desert Highland Mural Project" (the 'Property"), including its half of
all right, title and interest therein, including, without limitation, the shared and joint
copyright as specified in Section I 1 of the Purchase Agreement.
Seller does hereby represent and warrant to Buyer that Seller is the lawful owner
of such personal property, and that Seller had good right to sell the same as aforesaid and
will warrant and defend the title thereto unto buyer, its successors, subsidiaries, parent
corporations, affiliates and loan participant.
IN WITNESS WHEREOF, Seller has executed this Bill of Sale as of the date first
above written.
RICHARD WYA'TT
Desert Highland Mural Project
City of Palm Springs Public Arts Commission
Catalogue and Maintenance Record
Artist: Richard Wyatt
5649 West Jefferson Blvd.
Los Angeles, California 90016
(213) 934-7337
ART WOR]K/PROJECT INFORMATION
1. Location-Desert Highland Community Center
480 Tramview
Palm Springs, California 92222
2. Title of work- 'Desert Highland Mural Project"
3. Dimensions - The mural is approximately 13 feet in height by 88 feet in length.
4. Medium/Materials - Novacolor acrylic paint (from Novacolor Artex Mfg. Co.).
Protective coating - 111 S System (from Textured Coatings
of America, Inc.).
MAINTENANCE
The mural is protected with a polyurethane coating system. This system should be washed
once a year with a mild low pressure water rinse only. A wide dispersal nozzle setting
should be used when rinsing surface. Do not use any cleaners, polishes, solvents or
detergents when rinsing. This polyurethane coat should be inspected every five years and
should be reapplied when normal deterioration of the coating begins to occur.
This system is also designed to protect the mural from various weather conditions and it
also cuts down ultra-violet rays exposure.
VA
Visual Arts
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INSURE" CERTIFICATE&F INSURANCE r ISSUE DATE(MWI)D/YY) -
P90DUCEFI THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS
NO RIGHTS UPON THE CERTIFICATE HOLDER,THIS CERTIFICATE DOES NOT AMEt'
PACIFIC GENERAL INSURANCE SVCS . EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW
55 E . HUNTINGTON DRIVE STE . 100 ARCADIA, CA. 91006 COMPANIES AFFORDING COVERAGE
( 818 ) 2 9 4-•1010 COMPANY
FAX ( 818 ) 294-1904 Er ER A —_ ?RGm NAT'L INS CO OF AM
COMPANY B
lIS1Jf'Efl LETTER
Social and Public Arts cGMPANY C
Resource Center TETTETT
685 Venice Boulevard COMPANY
Venice CA 90291 LETTER D C)`l
COMPANY E
I.E(TEIi I�
COVERAGES
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED A80 FOR THE POLICY PERIOI
INDICATED, NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THI
CERTIFICATE MAY BE ISSUED OR MAY PERTAIN.THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,
EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
CO PCUCY OTECTNE POLICY OWFATION
LTR1 TYPE OF PtSURA"CL- POLICY I UUM GATE(MMIDO/YY) RATE(MµOOfM LIMITS
ff11ERAI. LIABILITY GENEPALAGGPEGATE $1 00O 000
X CommoxT zGagv�-LIAmuTY CP7750277F 10/10/96 10/10/97 PnOCUM-CCMP/WAGG, 11 , 000 , 000
X �
a C MANE - PeTTscraAL4AMNAW Z1 ,000 ,000
aWNEITS A CONTRACTCITS PHOT. EACH OCO.)RPFNCE 11 0 0 01_0 0 0
WE RtMAGF a..rq 50 000
MEIDEOEtCE Mya . s 5 , 000
Au1f19ElLE LIABILITY mr�t»NEo h``CIF ` _
X unALm BA7750277E 10/10/96 10/10/97 LmT _300i000.
ALL OWNED AUTOS {L 0000.Y•LAATY
SCHEDULED AUTOS / I�! IW
X "RED AUTOS V y�l" BOOIY•umY —
X NON-OWNED AUTOS A
GARAGE UABILITY PROPSTTY
i
DAMAGE
Exmrs UARIUTY ry EACH OCCURRCNCE s
RLJMBSELLA FORM AGGREGATE 5
OT}1ER THAN UMBRELLA FORM
VMKER'S _VSENSATIlm STATUTORY OMITS -EACH ACCIOCNT 5
AM)
DISEASE-POLICY UMIT S
ElTLIIYEAT LIABILITY DISEASE-EACH EMPLOYEE S
DTDrx O � , --
7.;r'v�.� F� �CJ, Itfl c3
Cifl '� (Oze
CKSOIII'rr01 6 QKMri1RSfII1CAfITM mia-EsmEQAL [TEAS
RE: MURAL BY RICHARD WYATT AT DESERT HIGHLANDS UNITY CENTER
A TEN DAY N.O.C. SHALL .BE GIVEN I',N THE EVENT OF NON—PAYMENT- OF PREMIUM.
CEM-F-iCA E HOIUEA-- CANCELIATTON
fl ` SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE
�7�F" EXPIRATION DATE THEREOF,THE ISSUING COMPANY WILL ENDEAVOR TO
1\ 00 f
MAIL 3 0 DAYS WRITTEN NOTICE TO 7'HE CERTIFICATE HOLDER NAMED TO THE
LEFT,BUT FAILURE TO MAIL SUCH NOTICE SHALL IMPOSE NO OBLIGATION OR
PAF M—SPR-I-NG--S--PUHhIC ARTS-06MM: LIA81UTY OF ANY KIND UPON THE COMPANY, ITS AGENTS OR REPRESENTATIVES
3200 E. TAHQUITZ CANYON WAY AAnculDnEreESLArnnvE —
PALM SPRINGS , CA 92263
FORM 75-BGS(07l90)
ACORDn, ERT[FIG� L�F1'BWT k., ' V FM� ::.� DATE I3/10/98
;,;;, 03/10/98 ,
PRODUCER 562-923-9631 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION
Bowermaster & Associates ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE
HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR
Insurance Agency, Inc. ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.
10631 Paramount Blvd. COMPANIES AFFORDING COVERAGE
Downey, CA 90241-0100 COMPANY
A Safeco
INSURED COMPANY
Social and Public Art B n ,
Resource Center COMPANY /
685 Venice Blvd.
Venice CA 90291 COMPANY Cffy CLFWr'
D
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD
INDICATED, NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS
CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,
EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
CO TYPE OF INSURANCE POLICY NUMDER POLICY EFFECTIVE POLICY EXPIRATION LIMITS
ITT DATE(MM/UD/YY) DATE(MM/DD/YY)
A GENERAL LIABILITY CP 7750277F 10/10/97 10/10/98 GENERAL AGGREGATE 5 1000000
X COMMERCIAL GENERAL LIABILITY PRODUCTS-COMP/OP AGG $ 1000000
CLAIMS MADE � OCCUR PERSONAL&ADV INJURY $ 1000000
OWNER'S&CONTRACTOR'S PROT EACH OCCURRENCE $ 1000000
FIRE DAMAGE(Any one fire) $ 50000
MED EXP(Any one person) $ 5000
A AUTOMOBILE LIABILITY BA 7750277F 10/10/97 10/10/98
COMBINED SINGLE LIMIT $ 500D00
X ANY AUTO
ALL OWNED AUTOS BODILY INJURY
SCHEDULED AUTOS (Per person) S
HIRED AUTOS BODILY INJURY S
NON-OWNED AUTOS (Per..-d.nt)
PROPERTY DAMAGE S
GARAGE LIABILITY AUTO ONLY-EA ACCIDENT S
ANY AUTO OTHER THAN AUTO ONLY:
EACH ACCIDENT 5
AGGREGATE $
EXCESS LIABILITY EACH OCCURRENCE S
UMBRELLA FORM AGGREGATE $
_____ --OTHER THAN UMBRELLA FORM
WC STATU- OTH-
WORKERS COMPENSATION AND TORY LIMITS E
EMPLOYERS'LIABILITY
EL EACH ACCIDENT S
THE PROPRIETO RI INCL EL DISEASE-POLICY LIMIT S
PARTNERS/EXECUTIVE
OFFICERS ARE: EXCL EL DISEASE-EA EMPLOYEE S
OTHER
DESCRIPTION OF OPERATIONSILOCATIONSIVEHICLES/SPECIAL ITEMS
Certificate Holder is named as additional Insured as their interest
may appear in the named insured's operations re: Mural by Richard
Wyatt at Desert Highlands Unity Center
*10 day notice of cancellation far non-payment Of premium.
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE
City of Palm Springs EXPIRATION DATE THEREOF, THE ISSUING COMPANY WILL ENDEAVOR TO MAIL
Attn: City Clerk 30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT,
3200 E. Tahquitz Canyon Way BUT FAILURE TO MAIL SUCH NOTICE SHALL IMPOSE NO OBLIGATION OR LIABILITY
Palm Springs, CA 92263 OF ANY KIND UPON THE COMPANY, ITS AGENTS OR REPRESENTATIVES.
AUTHORIZED REPRESENTATIVE
%AG.�11Cs�5'•S 1'.'fi�95� 3-'�'' GQ�€17:.G�RhOIT{k71ttN 1988