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HomeMy WebLinkAboutReso 059-94 Keefer/DFA RESOLUTION NO. 59 - 94 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF DUBLIN APPROVING AN AGREEMENT WITH DUBLIN FINE ARTS FOUNDATION AND KATHERINE KEEFER WHEREAS, the Dublin Fine Arts Foundation (DFAF) is an independent entity working within the Dublin Community; and WHEREAS, DFAF has embarked on an effort to Commission a sculpture created by Katherine Keefer, which will be displayed at the Dublin Civic Center; and WHEREAS, DFAF has agreed to transfer ownership of the artwork to the City of Dublin once the piece is installed; and WHEREAS, the City is supportive of DFAF's efforts to integrate public art into public spaces within the community; and WHEREAS, the display of artwork will enhance and enrich the lives of members of the community; and WHEREAS, the installation and display of the artwork will be subject to certain terms and conditions; and WHEREAS, it is desirable to state each party's obligations and rights in a written agreement. NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Dublin does hereby approve the Agreement between: The Dublin Fine Arts Foundation, Katherine Keefer, and the City of Dublin, attached hereto and by reference made a part hereof. BE IT FURTHER RESOLVED that the Mayor Pro Tempore is herby authorized to execute the Agreement referenced above. PASSED, APPROVEDAND ADOPTED this 27th day of June, 1994. AYES: Councilmembers Burton, Houston, Howard and Moffatt NOES: None ABSENT: None ABSTAIN: Mayor Snyder A EST:Ci tCl C Cit Cl ~pro Te~ AGREEMENT of by and between THE DUBLIN FINE ARTS FOUNDATION, a non-profit corporation (hereinafter called the "DFAF"), KATHERINE KEEFER, an independent contractor (hereinafter called "KEEFER") and the CITY OF DUBLIN, a Municipal Corporation (hereinafter called the "City"). WITNESSETH:' WHEREAS, DFAF desires to commission and acquire a certain work of art (the "Work") which has been conceived and designed by KEEFER to be installed on the grounds of the Dublin Civic Center (the "Center"), in Dublin, California; and WHEREAS, DFAF desires to transfer ownership of title to City and City desires to accept title to the Work, upon installation by KEEFER, final acceptance thereof by DFAF and City and full payment therefore by DFAF; and WHEREAS, KEEFER desires to carry out this commission; NOW, THEREFORE the parties agree as follows: 1. COMMISSION. KEEFER agrees to create a ceramic life size sculpture, titled Gail, to be placed on the bench in the seating area in the courtyard of the Center. A detailed proposal previously submitted by KEEFER and approved by the Dublin Fine Arts Committee, on behalf of DFAF, and by the Dublin City Council, on behalf of the City, is attached to this agreement. 2. NOTICE TO PROCEED. Following the signing of this Agreement, and at such time as the Owner's financing is in place, but no later than August 1, 1994, DFAF shall issue a written "Notice to Proceed" to KEEFER which shall authorize KEEFER to proceed with the fabrication of the Work. Said Notice to Proceed shall be accompanied by the payment described in Paragraph 3(B) of this Agreement. KEEFER agrees to complete the fabrication and installation of the Work within two months from the date of receipt of the said Notice and payment. KEEFER and Lynne Baer, Consulting Director for DFAF, will establish a schedule of visits to KEEFER"S studio to monitor progress of the Work. 3. FEES. A. DFAF agrees to pay $1,500. to KEEFER for the creation of this work. This fee includes all cost of construction, materials, transportation and insurance to the site and installation of the work. B. DFAF agrees to advance $500. for materials and construction. The balance of $1,000. will be paid upon installation and approval of the DFAF and the City. 4. OWNERSHIP. A. Title of the Work will remain in possession of KEEFER until the Work has been installed and accepted in writing by DFAF and City ("final acceptance") and KEEFER has been paid in full. Title will then transfer to DFAF, which will immediately in turn transfer title to City. B. Upon transfer of Title, KEEFER represents and warrants that the Work, as fabricated and installed, will be free from any defects in materials and workmanship, and that the Work is free and clear of any liens or encumbrances from any source and of any kind or nature whatsoever. C. DFAF and City agree that they will not intentionally damage, alter, relocate, modify or change the Work in any way and will take all reasonable precaution to protect against damage or destruction. In the event that the Work is damaged, altered, modified, changed or relocated or otherwise in need of restoration, DFAF and City agree to make every effort to arrange with KEEFER for the restoration. Should it be decided the Work is to be sold, KEEFER will have the first right of refusal to repurchase the Work upon the same terms as offered to others. D. If, for any reason, City ever intends to destroy the Work, it shall give written notice to KEEFER of its intention and shall give ninety (90) days to recover the. Work, at her sole cost. Within thirty (30) days after receipt of the notice, KEEFER shall notify City whether or not she intends to recover the Work. If notice from KEEFER is not received within said thirty (30) day period, KEEFER shall be deemed to have waived the right to recover the Work and City may proceed to destroy it. Upon recovery of the Work by KEEFER, title shall revert to KEEFER. 5. MAINTENANCE. A. KEEFER will provide complete information on appropriate care and maintenance of the Work, including specifications on any surface finishes and expected frequency of application and any other information pertinent to the proper care and maintenance of the Work. B. To the extent practicable, City shall notify KEEFER promptly in the event of the need for any major maintenance or restoration services, and agree to give KEEFER a reasonable opportunity either to perform such work or to supervise or consult in its performance, for reasonable compensation. If KEEFER chooses not to do this and refuses to approve repair and restoration by anyone other than herself or her designated representative, City, may proceed with the work and KEEFER will have the right to have her name removed from the Work. 6. INDEPENDENT CONTRACTOR. At all times during the term of this Agreement, KEEFER shall be an independent contractor and shall not be an employee of DFAF or City. DFAF and City shall have the right to control KEEFER only insofar as the results of KEEFER'S services rendered pursuant to this Agreement; however, DFAF and City shall not have the right to control the means by which KEEFER accomplishes services rendered pursuant to this Agreement. 7. HOLD HARMLESS. KEEFER shall indemnify DFAF and City, their officers and employees against liability for injury or damage caused by a negligent act or omission of KEEFER in the performance of this Agreement and shall hold DFAF and City harmless from and defend DFAF and City against any loss occasioned as a result of the performance of this Agreement by KEEFER. 8. APPLICABLE LAW. This Agreement constitutes the entire understanding between the parties with respect to the subject matter herein and no modification or amendment of any of its provisions shall be valid unless in writing and signed by all parties. This Agreement is personal in nature and may not be assigned by KEEFER. This contract shall be governed by the laws of the State of California. 9. BINDING EFFECT. This Agreement shall be binding upon and inure to the benefit of the heirs, executors, and administrators, successors and assigns of the parties. IN WITNESS WHEREOF, the parties hereto have set their hands and seals to this Agreement on the date first written. DUBLIN FINE ARTS FOUNDATION, a non-profit corporation By: Linda Jeffery, President KATHERINE KEEFER By: Katherine Keefer CITY OF DUBLIN, By: Cit