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HomeMy WebLinkAboutReso 103-19 Approving an Agreement with Yoshio Taylor for a Public Art Project at Jordan Ranch ParkRESOLUTION NO. 103 - 19 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF DUBLIN APPROVING AN AGREEMENT WITH YOSHIO TAYLOR FOR A PUBLIC ART PROJECT AT JORDAN RANCH PARK WHEREAS, the 2016-2021 Capital Improvement Program includes a project to design, fabricate and install permanent public art at Jordan Ranch Park; and WHEREAS five public artists who pre -qualified according to the Public Art Master Plan process to design a tiled seat wall were invited to submit design proposals to design, fabricate and install a permanent public art piece; and WHEREAS, the Public Art proposal by Yoshio Taylor was recommend by the Jordan Ranch Park Art Selection Committee, Heritage and Cultural Arts Commission and Parks and Community Services Commission; and WHEREAS, Yoshio Taylor has demonstrated ability and availability to perform said services. NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Dublin does approve the Agreement with Yoshio Taylor attached as Exhibit A and authorizes the City Manager to execute the Agreement and make any other minor amendments as necessary to carry out the intent of this Resolution. PASSED, APPROVED AND ADOPTED this 1st day of October 2019, by the following vote: AYES: Councilmembers Goel, Hernandez, Josey, Kumagai and Mayor Haubert NOES: ABSENT: ABSTAIN: ATTEST: llvW f;N� � CX��1 City Clerk Reso 103-19, Adopted 10/1 /2019, Item 4.3 Page 1 of 1 103o PUBLIC ART AGREEMENT BETWEEN THE CITY OF DUBLIN AND YOSHIO TAYLOR THIS AGREEMENT is made by and between the City of Dublin ("City") and Yoshio Taylor ("Artist") as of, October 1, 2019, for the purposes and on the terms and conditions set forth below. RECITALS WHEREAS, the City requires the services of Artist to perform artistic services described in the Agreement for a public art project as described under Section 8.58 of the Dublin Municipal Code; and WHEREAS, the City is authorized by Section 2.36.050 of the Dublin Municipal Code to contract for the specialized services of the artist contemplated by this Agreement; and WHEREAS, Artist is qualified and desires to perform the artistic services required by the City as set forth in this Agreement; and WHEREAS, the City Council, on September 17, 2019, authorized the City Manager to negotiate an agreement between City and Artist for the preparation of a final design, fabrication and installation for public art at Jordan Ranch Park (4299 Jordan Ranch Dr.) NOW, THEREFORE, in consideration of the mutual promises contained herein, the parties hereto agree as follows: AGREEMENT Section 1. SERVICES. Subject to the terms and conditions set forth in this Agreement, Artist shall provide to City the services necessary to provide the artwork ("Work") described in the Artist Proposal described in Exhibit A, and in the Scope of Work attached as Exhibit B at the time and place, and in the manner specified therein. In the event of a conflict in or inconsistency between the terms of this Agreement and Exhibit B, the Agreement shall prevail. 1.1 Term of Services. The term of this Agreement shall begin on the date first noted above and shall end on the date of completion specified in Exhibit B, and Artist shall complete the Work described in Exhibit A prior to that date, unless the term of the Agreement is otherwise terminated or extended, as provided for in Section 17. The time provided to Artist to complete the services required by this Agreement shall not affect the City's right to terminate the Agreement, as provided for in Section 17. 1.2 Standard of Performance. Artist shall perform all services required pursuant to this Agreement in the manner and according to the standards observed by a competent practitioner of the profession in which Artist is engaged in the geographical area in which Artist practices its profession. Artist shall prepare all work products required by this Agreement in a substantial, first-class manner and shall conform to the standards of quality normally observed by a person practicing in Artist's profession. 1.3 Assignment of Personnel. Artist shall assign only competent personnel to perform services pursuant to this Agreement. In the event that City, in its sole discretion, at any time during the term of this Agreement, desires the reassignment of any such persons, Artist shall, immediately upon receiving notice from City of such desire of City, reassign such person or persons. 1.4 Time. Artist shall devote such time to the performance of services pursuant to this Agreement as may be reasonably necessary to meet the standard of performance provided in Section 1.1 above and to satisfy Artist's obligations hereunder. Public Art Agreement between the October 1, 2019 City of Dublin and Yoshio Taylor Page 1 of 18 Section 2. SCOPE OF WORK: Artist shall provide a final design, fabrication and installation of a public art project at Jordan Ranch Park consisting of decorative tiled installations on three low curved cement walls, intended to be seating areas, set around a playground area. Each one comprises a design for the wall front, and on top of a concrete substrate as more specifically described in Exhibits A and B of this Agreement. 2.1 The City shall be responsible for providing the Artist, without cost, copies of designs, drawings, reports, and other relevant data needed by the Artist to design and execute the Project. 2.2 The Artist shall, whenever required during the term of this Agreement, present to the City in writing, drawing, or other appropriate media for further review and approval any significant changes in the scope, design, color, size, material, utility, support requirements, texture, or location of the site or the Work. A significant change is any change that could affect the future installation, scheduling, site preparation, or maintenance of the Work, or the concept of the Work as represented in the original concept design included in Exhibit A. 2.3 The City may, at any time, request the Artist in writing to (a) revise portions of the services that he/she has previously completed in a satisfactory manner; (b) delete portions of the Scope of the Work that the Artist has not yet performed; (c) perform additional work beyond the Scope of Work to be provided in Exhibit B; and, (d) make other changes within the General Scope of the Work to be performed under this Agreement. In the event of such a written request, the Artist may, but shall not be obligated to agree to any such request. 2.4 In the event the request for change is agreed to by the Artist, this Agreement shall be amended, in writing, specifying the agreed changes, including, but not limited to, a description of services, additional budget, payment schedule, and timetable. In the event that the Artist does not agree to the request, the City shall be entitled to terminate the Agreement for cause pursuant to Article 17 herein. 2.5 No services for which additional compensation will be charged shall be provided by the Artist without the prior written authorization by the City. Section 3. COMPENSATION. City hereby agrees to pay Artist a sum not to exceed $41,000 as specified in Exhibit C, notwithstanding any contrary indications that may be contained in Artist's proposal, for services to be performed under this Agreement; or subject to additional amounts for any revisions requested and change order approved by the City as provided for in Section 2.3 above or elsewhere in this Agreement. In the event of a conflict between this Agreement and Artist's proposal, attached as Exhibit A, regarding the amount of compensation, the Agreement shall prevail. City shall pay Artist for services rendered pursuant to this Agreement at the time and in the manner set forth herein. The payments specified in Exhibit C shall be the only payments from City to Artist for services rendered pursuant to this Agreement. Artist shall submit all invoices to City in the manner specified herein. Except as specifically authorized by City, Artist shall not bill City for duplicate services performed by more than one person. Artist and City acknowledge and agree that compensation paid by City to Artist under this Agreement is based upon Artist's estimated costs of providing the services required hereunder, including salaries and benefits of employees and subcontractors of Artist. Consequently, the parties further agree that compensation hereunder is intended to include the costs of contributions to any pensions and/or annuities to which Artist and its employees, agents, and subcontractors may be eligible. City therefore has no responsibility for such contributions beyond compensation required under this Agreement. Public Art Agreement between the October 1, 2019 City of Dublin and Yoshio Taylor Page 2 of 18 3.1 Invoices. Artist shall submit invoices as specified in Exhibit B and C, not more often than once a month during the term of this Agreement, based on the cost for services performed and reimbursable costs incurred prior to the invoice date. Invoices shall contain the following information: ■ Serial identifications of each billable phase; i.e., Bill No. 1 Phase I for the first invoice, etc.; ■ The beginning and ending dates of the billing period; ■ A Task Summary containing the original contract amount, the amount of prior billings, the total due this period, the balance available under the Agreement, the Artist's signature. 3.2 Total Payment. City shall pay for the services to be rendered by Artist pursuant to this Agreement. City shall not pay any additional sum for any expense or cost whatsoever incurred by Artist in rendering services pursuant to this Agreement. City shall make no payment for any extra, further, or additional service pursuant to this Agreement. In no event shall Artist submit any invoice for an amount in excess of the maximum amount of compensation provided above either for a task or for the entire Agreement, unless the Agreement is modified prior to the submission of such an invoice by a properly executed change order or amendment. 3.3 Payment of Taxes. Artist is solely responsible for the payment of employment taxes incurred under this Agreement and any similar federal or state taxes. 3.4 Payment upon Termination. In the event that the City or Artist terminates this Agreement pursuant to Section 17, the City shall compensate the Artist for all outstanding costs and reimbursable expenses incurred for work satisfactorily completed as of the date of written notice of termination. Artist shall maintain adequate logs and timesheets in order to verify costs incurred to that date. 3.5 Authorization to Perform Services. The Artist is not authorized to perform any services or incur any costs whatsoever under the terms of this Agreement until receipt of authorization from the Contract Administrator. Section 4. FACILITIES AND EQUIPMENT. Except as set forth herein, Artist shall, at its sole cost and expense, provide all facilities and equipment that may be necessary to perform the services required by this Agreement. City shall make available to Artist only the facilities and equipment listed in Exhibit B, and only under the terms and conditions set forth herein. Section 5. RESPONSIBILITY OF THE ARTIST 5.1 The Artist agrees that an essential element of this Agreement is the skill and creativity of the Artist. The Artist shall not assign the creative or artistic portions of the Work to another party for the production of the Work without the written consent of the City. Failure to conform to this provision may be cause for termination of this Agreement, at the sole option of the City. 5.2 The Artist shall be responsible for providing services described in Exhibit B, including but not limited to, the quality and timely completion of the services. As part of the Work, Artist shall be responsible for designing the artwork, as described in Exhibit A, so that it can be constructed without exceeding the approved overall budget for the artwork of $41,000. The Artist shall, without additional compensation, correct or revise any errors, omissions, or other deficiencies in his/her Work. 5.3 The Artist shall complete the fabrication and installation of the Work in substantial conformity with the attached Exhibit B, Scope of Work. Public Art Agreement between the October 1, 2019 City of Dublin and Yoshio Taylor Page 3 of 18 5.4 The risk of loss or damage to the Work shall be borne by the Artist until final acceptance by City. The Artist shall take such measures as are necessary to protect the Work from loss or damage until final acceptance by City. Section 6. TIMELY PROVISION OF SERICES; DAMAGES FOR DELAYED PERFORMANCE: The parties agree that in the performance of the terms and requirements of this Agreement by the Artist that time is of the essence. Artist shall devote such time to the performance of services pursuant to this Agreement as may be reasonably necessary for satisfactory performance of Artist's obligations pursuant to this Agreement. 6.1 Damages for Delayed Performance. Subject to reasonable proof and documentation confirming the same submitted by the City, Artist shall be liable for all incidental and consequential damages resulting, directly or indirectly, from delays in performance caused by Artist's acts or omissions. Damages may include, but are not limited to the cost to retrofit the Work installation area should Artist not meet installation schedule as specified in Exhibit B. The Artist shall not be liable to City for damages resulting from delays caused by force majeure or by acts or omissions of City, Architect or the General Contractor; or third party vandalism, except to the extent Artist failed reasonably to mitigate such damages. 6.2 Illness, Injury, Death or Incapacity. Should Artist die, become ill, injured or otherwise incapacitated (collectively, "incapacitated") such that Artist is unable to work for any period not exceeding 30 days (whether consecutive or non-consecutive), any delay arising out of such incapacity will be allowed by City whenever it is practicable to do so, considering the facts and circumstances of the Work, the Project, the Architect, the General Contractor and the Client. City may require Artist to provide medical certification of any claimed incapacity. In the event Artist is incapacitated such that Artist is unable to work for a period exceeding a total of 30 days (whether consecutive or nonconsecutive), City may, at its option, undertake to complete and install the Work in Artist's absence, so long as the final Artwork is substantially similar to that designed by Artist. If City undertakes to complete the Work, City shall give due consideration to Artist's suggestions, and Artist may disclaim authorship of the Work. If City exercises its option to implement the Artwork in Artist's absence, any compensation paid or payable to Artist shall be reduced by the costs and expenditures of City in completion and installation of the Work. In case of incapacity exceeding 30 days, the following person shall be Artist's representative vis-a-vis the City for purposes of this Section 6 unless otherwise directed in writing by the Artist: Yoshio Taylor 95 Sandburg Dr. Sacramento, CA 95819 (916) 456-9549, cell (916) 804-3012 Ytaylor.art@gmail.com Section 7. APPROVAL AND FINAL ACCEPTANCE OF ARTWORK. Payment does not imply acceptance of work. The granting of any payment by City, or the receipt thereof by Artist, shall in no way lessen the liability of Artist to replace unsatisfactory work, equipment, or materials, although the unsatisfactory character of such work, equipment or materials may not have been apparent or detected at the time such payment was made. Materials, equipment, components, or workmanship that does not conform to the requirements of this Agreement may be rejected by City and in such case must be replaced by Artist without as soon as possible. Public Art Agreement between the October 1, 2019 City of Dublin and Yoshio Taylor Page 4 of 18 7.1 The granting or withholding of any approval by the City shall be determined by the City in its sole and reasonable discretion. However, the City shall approve all deliverables if they materially conform to plans or Contract Documents previously approved by the City. If the City withholds approval of any deliverables or Phase, in addition to other rights or remedies available to the City under the Agreement or applicable law, the City shall have the right to terminate this Agreement immediately and shall have no further obligations under this Agreement. 7.2 Final Acceptance. Artist shall advise the City in writing when Artist has completed all obligations, services and deliverables under this Agreement and all modifications. The City promptly shall send a Notice of Response identifying in writing any obligations, services or deliverables that Artist has not satisfactorily met, any defects in Artist's performance, and the requirements for Artist to cure any such default. Artist shall have 20 days from dispatch of the Notice of Response to cure any defects in Artist's performance identified in the City's Notice of Response. The Artwork shall not be officially accepted by City unless the City has issued a resolution of Final Acceptance. City shall make a good faith effort to make a determination as to Final Acceptance promptly. 7.3 Public Art Collection. Upon Final Acceptance, the City shall accession the Artwork into the Public Art Collection. Section 8. WARRANTIESISTANDARDS 8.1 Unique. Artist warrants that the design of the Artwork as expressed in the Proposal, Exhibit A, is an edition of one, and that neither Artist nor Artist's agents will execute or authorize another to execute another work of the same or substantially similar image, design, dimensions and materials as the Artwork. Artist may create works that utilize or incorporate various individual art elements that comprise the Artwork, so long as the work utilizing or incorporating such individual elements (1) does not consist predominantly of such elements, (2) is not the same or substantially similar in image, design, dimensions and materials as the Artwork, and (3) is not displayed in an environment that is the same or substantially similar to the environment in which the Artwork is to be displayed at the site. 8.2 Warranty of Title. Artist represents and warrants that Artist is the sole author of the Artwork and that Artist is the sole owner of any and all copyrights pertaining to the Artwork. Artist further represents that the Artwork is free and clear of any liens and that there are no outstanding disputes in connection with property rights, intellectual property rights or any other rights in the Artwork or any parts of the Artwork. 8.3 The Artist shall faithfully perform the work required under this Agreement in accordance with standards of care, skill, training, diligence, and judgment provided by highly competent professionals who perform work of a similar nature to the Work described in this Agreement. Artist shall assign only competent personnel to perform services pursuant to this Agreement. In the event that City, in its sole discretion, at any time during the term of this Agreement, desires the removal of any such persons, Artist shall, immediately upon receiving notice from City of such desire of City, cause the removal of such person or persons, unless in the Artist's sole opinion, the skill or creativity of such person or persons is essential to the creation of the Work. Public Art Agreement between the October 1, 2019 City of Dublin and Yoshio Taylor Page 5 of 18 8.4 Warranty of Workmanship. The Artist shall guarantee his/her Work to be free from faults of material and workmanship for a period of one (1) year after installation and final acceptance by the City. The Artist shall deliver the Work to the City free and clear of any liens from any source whatsoever. The foregoing guarantees shall apply only to the Work that is entirely that of the Artist or persons responsible to the Artist, as installed, and shall not apply to materials or workmanship of projects in which the Work of the Artist is integrated or combined, or to materials purchased, acquired, or installed by a person or entity not responsible to the Artist. 8.5 Warranty of Public Safety. Artist represents and warrants that the Work will not pose a danger to public health or safety in view of the possibility of misuse, if such misuse is in a manner that was reasonably foreseeable at any time during the term of this Agreement. 8.6 Warranty of Acceptable Standard of Display and Operation. Artist represents and warrants that: 8.6.1 Occasional or minimal cleaning and repair of the Artwork and any associated working parts and/or equipment will maintain the Work within an acceptable standard of public display; 8.6.2 Foreseeable exposure to the elements and general wear and tear will cause the Work to experience only minor repairable damages and will not cause the Work to fall below an acceptable standard of public display; and 8.6.3 With general routine cleaning and repair, and within the context of foreseeable exposure to the elements and general wear and tear, the Work will not experience irreparable conditions that do not fall within an acceptable standard of public display, including mold, rust, fracturing, staining, chipping, tearing, abrading and peeling. 8.7 Manufacturer's Warranties. To the extent the Work incorporates products covered by a manufacturer's warranty, Artist shall provide copies of such warranties to City. Section 9. MAINTENANCE OF ARTWORK 9.1 Unless specifically provided in this Agreement, Artist shall not be responsible for ongoing maintenance of the Artwork. 9.2 Artist shall provide the City with a General Maintenance Plan for the Artwork, with a detailed description of future anticipated maintenance requirements; a recommended maintenance schedule; anticipated and required care and/or replacement/upgrade of any part of the Artwork and associated moving parts or equipment including any staff time involved in displaying or operating artwork and the frequency of such staff involvement; and written instructions and manufacturer's specifications for reasonably foreseeable maintenance and preservation activities relating to the Artwork. 9.3 The Artwork shall be durable, taking into consideration that the installation site is an unsecured public space that may be exposed to elements such as weather, temperature variation, and considerable movement of people and equipment. Artist shall ensure that all maintenance requirements will be reasonable in terms of time and expense. Public Art Agreement between the October 1, 2019 City of Dublin and Yoshio Taylor Page 6 of 18 9.4 Although City strives to maintain the Public Art Collection in good repair and condition, City is not required by this Agreement to maintain the Artwork to any particular standard. City may determine to allow the Artwork to deteriorate in accordance with the Artwork's temporary life span, if deemed appropriate by City or if City lacks sufficient funds for required maintenance and/or conservation. If the Artwork suffers deterioration, City shall have sole discretion to determine whether to remove the Artwork from display as a result of deterioration, whether to replace any portion of the Artwork or translate any component into new media, or whether to maintain the Artwork on display despite its deteriorated condition. 9.5 The anticipated life span of the Artwork is 25 years from the date of final acceptance by the City. After that time, the City in its sole discretion may re-evaluate the Artwork to determine if it retains its identity as a work of art and, if not, whether to take appropriate action, including the possibility of destroying the Artwork. If the City determines that, through decay, vandalism or other forces, the Artwork has lost its integrity to the point where it should be destroyed, the City shall first offer the Artwork to Artist free of charge and in writing. Section 10. ARTIST'S RIGHTS; CITY'S OWNERSHIP RIGHTS 10.1 The City intends to display the Artwork as originally created by Artist in Exhibit A and to maintain the Artwork in good condition. Public artworks commissioned by the City are sometimes integrated into their site, such that they become an integral, permanent and site -specific part of the building's architecture or landscaped environment and removal of the artwork would result in significant changes to the artwork and the building's architecture. City, however, shall preserve complete flexibility to operate and manage City property in the public's interest. Therefore, City retains the absolute right to alter the Artwork in City's sole judgment. For example, City may alter the Artwork to eliminate hazard, to comply with the ADA, to otherwise aid City in the management of its property and affairs, or through neglect or accident. If, during or after the term of this Agreement, City finds the Site to be inappropriate, City has the right to install the Artwork at an alternate location that City chooses in its sole discretion. If the Artwork is free-standing such that it can be removed without significant damage to the Artwork or the Site, and if the City authorizes the removal of the Artwork, the City shall take reasonable precautions to minimize alteration of the Artwork during removal. 10.2 With respect to the Artwork produced under this Agreement, and in consideration of the procedures and remedies specified in this Agreement, Artist waives any and all claims, arising at any time and under any circumstances, against City, its officers, agents, employees, successors and assigns, arising under the federal Visual Artists Rights Act (and 113(d)), the California Art Preservation Act (Cal. Civil Code §§987 et seq.), and any other local, state, federal or international laws that convey rights of the same nature as those conveyed under 17 U.S.C. §106A, Cal. Civil Code §§987 et seq., or any other type of moral right protecting the integrity of works of art. If the Artwork is incorporated into a building such that the Artwork cannot be removed from the building without alteration of the Artwork, Artist waives any and all such claims against any future owners of the site, and its agents, officers and employees, for alteration of the Artwork. 10.3 If City intends to take any action with respect to the site or the Artwork that would alter the Artwork, other than routine cleaning and maintenance, the following procedures shall apply: 10.3.1 Notice. Where time permits, City shall make reasonable good faith efforts to notify Artist at least 20 calendar days prior to authorizing any alteration of the Artwork, at the last phone number or address provided by Artist to the City's Contract Administrator. Where time does Public Art Agreement between the October 1, 2019 City of Dublin and Yoshio Taylor Page 7 of 18 not permit prior to alteration of the Artwork —for example, in cases of public hazard, accident or unauthorized alteration — City shall notify Artist within 30 calendar days after such alteration. 10.3.2 Consultation. After receiving such notice, Artist shall consult with City to determine whether the Artwork can be restored or relocated, and to attempt to come to a mutually agreeable plan for disposition of the Artwork. Such consultation shall be without charge by Artist unless otherwise specifically agreed in writing. If City intends to remove the Artwork, Artist shall consult regarding methods to minimize or repair any Alteration to the Artwork caused by such removal and the potential costs of such removal. 10.3.3 Restoration. If the Artwork is altered, with or without prior notice to Artist, and City intends to maintain the Artwork on display, City shall make a reasonable good faith effort to engage Artist in the restoration of the Artwork and to compensate Artist for Artist's time and efforts at fair market value, which may be the subject of a future Agreement between Artist and City. However, City has no obligation under this Agreement to restore the Artwork to its original condition, to compensate Artist for any restoration work, or to maintain the Artwork on display. If Artist fails or refuses to negotiate with City in good faith with respect to any restoration, City may contract with any other qualified art conservator or artist for such restoration. During Artist's lifetime, City shall make best efforts not to display or de - accession only a portion of the Artwork without Artist's consent. 10.3.4 Removal by Artist. Where time permits, if City intends to take action that will destroy or significantly alter the Artwork, such as destruction of all or part of the site, and City determines that it will not remove the Artwork itself, City shall allow Artist to remove the Artwork at Artist's expense within 60 days of notice from the City of the need to remove the Artwork, in which case title shall revert to Artist. If Artist fails to remove the Artwork within that 60 day period, City may alter the Artwork in any manner, including destroying it, in City's sole discretion. 10.3.5 Remedies. If City breaches any of its obligations under this Section, Artist's remedies shall be limited as follows: If City inadvertently fails to provide a required prior notice of alteration, City will provide notice as soon as it discovers the omission, and before alteration of the Artwork if that remains possible. If City alters the Artwork without providing Artist a required prior notice of alteration, Artist shall be given the first right of refusal to restore the Artwork at the same location and City shall make reasonable efforts to provide funding for the restoration. If City funds cannot be made available after reasonable efforts are made to secure such funding, Artist may, but is not obligated to, restore the Artwork at Artist's expense. If Artist elects not to restore the Artwork, City may retain another artist or conservator to restore it, or may Alter the Artwork in any manner, at City's sole discretion. 10.4 If City alters the Artwork without Artist's consent in a manner that is prejudicial to Artist's reputation, Artist retains the right to disclaim authorship of the Artwork in accordance with California Civil Code §987(d) and 17 U.S.C. §106A(a)(2). Public Art Agreement between the October 1, 2019 City of Dublin and Yoshio Taylor Page 8 of 18 10.5 Except as provided in this Agreement, with respect to third parties who are not officers, employees, agents, successors or assigns of City, Artist retains Artist's moral rights in the Artwork, as established in the Visual Artists Rights Act (17 U.S.C. §§106A and 113(d)), the California Art Preservation Act (Cal. Civil Code §§987 and 989), or any other local, state, federal or international moral rights laws that protect the integrity of works of art. Accordingly, nothing herein shall prevent Artist from pursuing a claim for alteration of the Artwork against a third party who is not an officer, employee, agent, successor or assign of City. City has no obligation to pursue claims against third parties to remedy or prevent alteration of the Artwork. However, as owner of the Artwork, City may pursue claims against third parties for damages or to restore the Artwork if the Artwork has been altered without City's authorization. Section 11. INTELLECTUAL PROPERTY AND PUBLICITY RIGHTS 11.1 Copyright. Subject to usage rights and licenses granted to City hereunder, Artist shall retain all 17 U.S.C. §106 copyrights in all original works of authorship produced under this Agreement. Artist's copyright shall not extend to predominantly utilitarian aspects of the Work, such as landscaping elements, furnishings, or other similar objects. If Artist is comprised of two or more individual persons, the individual persons shall be deemed joint authors of the Work. 11.2 City's Intellectual Property License. Artist grants to City, and to City's agents, authorized contractors and assigns, an unlimited, non-exclusive and irrevocable license to do the following with respect to the Work, the Artwork, and any original works of authorship created under this Agreement, whether in whole or in part, in all media (including electronic and digital) throughout the universe: 11.2.1 Implementation, Use and Display. City may use and display the Work (to the extent the Work includes graphic representations or models) and the Artwork. To the extent the Work involves design elements that are incorporated by City into the design of the site, City may implement such elements at the site. 11.2.2 Reproduction and Distribution. City may make and distribute, and authorize the making, display and distribution of, photographs and other 2-dimensional reproductions. City may use such reproductions for any City -related purpose, including advertising, educational and promotional materials, brochures, books, flyers, postcards, print, broadcast, film, electronic and multimedia publicity, gifts for City benefactors, documentation of City's Public Art Collection, and catalogues or similar publications. City shall ensure that such reproductions are made in a professional and tasteful manner, in the sole and reasonable judgment of the City. The proceeds from the sale of any such reproductions shall be used to maintain and support City's Public Art Collection or for any other public purposes that City deems appropriate. The license granted hereunder includes the right to create 2-dimensional reproductions on items such as tote -bags, T-shirts, coffee mugs and similar merchandise. Nothing hereunder shall be construed to constrain Artist from creating posters, note cards, or other reproductions of the Artwork with appropriate credit to the City. 11.2.3 Public Records Requests. Any documents provided by Artist to City are public records and City may authorize third parties to review and reproduce such documents pursuant to public records laws, including the San Francisco Sunshine Ordinance and California Public Records Act. 11.3 Third Party Infringement. The City is not responsible for any third party infringement of Artist's copyright and not responsible for protecting the intellectual property rights of Artist. 11.4. Credit. All reproductions by the City shall contain a credit to the Artist and a copyright notice substantially in the following form: "Yoshio Taylor (c), March 2, 2020." The Artist shall use his/her Public Art Agreement between the October 1, 2019 City of Dublin and Yoshio Taylor Page 9 of 18 best efforts to include a credit reading substantially "An original work commissioned by the City of Dublin, California" in any public showing under the Artist's control of reproductions of the Work. 11.5 Publicity. City shall have the right to use Artist's name, likeness, and biographical information, in connection with the display or reproduction and distribution of the Artwork including all advertising and promotional materials regarding City or the City. Artist shall be reasonably available to attend any inauguration or presentation ceremonies relating to the public dedication of the Artwork. 11.6 Trademark. In the event that City's use of the Artwork creates trademark, service mark or trade dress rights in connection with the Artwork, City shall have an exclusive and irrevocable right in such trademark, service mark, or trade dress. 11.7 Resale Royalty, If City sells the Artwork as a fixture to real property, and if the resale value of the Artwork is not itemized separately from the value of the real property, the parties agree that the resale price of the Artwork shall be presumed to be less than the purchase price paid by City under this Agreement. Thus, City has no obligation to pay resale royalties pursuant to California Civil Code §986 or any other law requiring the payment of resale royalties. If City sells the Artwork as an individual piece, separate from or itemized as part of a real property transaction, City shall pay to Artist a resale royalty to the extent required by law, based upon the sale price of the Artwork. 11.8 If for any reason the proposed design is not implemented, all rights to the proposed artwork shall be retained by the Artist. The City shall have no right to implement the proposed artwork, whether or not protected by copyright, unless and until the City and the Artist enter into a subsequent agreement for the implementation of the proposed design. Section 12. OWNERSHIP OF RESULTS AND RISK OF LOSS 12.1 Title Transfer. Except in the case of early termination of this Agreement, title to the Artwork shall transfer from Artist to City upon the City's Final Acceptance of the Artwork. Title transfer shall be self- executing upon City's Final Acceptance. Artist will cooperate in providing to City any title transfer documents City may request or require during or after the Term of this Agreement. 12.2 Risk of Loss. The risk of loss or damage to the Artwork shall be borne solely by Artist until Final Acceptance of the Artwork by the City. Artist shall take steps to protect the Artwork from loss or damage. The City staff shall make a good faith effort to inspect the Artwork within 15 days after completion so that the City can approve the Artwork by resolution in a timely fashion. 12.3 Ownership of Documents. Conceptual Design, Design Development Documents, Construction Documents, Samples, Mock-ups and all other documents prepared and submitted by Artist to the City pursuant to this Agreement shall belong to the City. Artist may retain originals of such documents and items and provide copies to City. Section 13. INSURANCE REQUIREMENTS. Before beginning any work under this Agreement, Artist, at its own cost and expense, shall procure "occurrence coverage" insurance against claims for injuries to persons or damages to property that may arise from or in connection with the performance of the work hereunder by the Artist and its agents, Public Art Agreement between the October 1, 2019 City of Dublin and Yoshio Taylor Page 10 of 18 representatives, employees, and subcontractors. Artist shall provide proof satisfactory to City of such insurance that meets the requirements of this section and under forms of insurance satisfactory in all respects to the City. Artist shall maintain the insurance policies required by this section throughout the term of this Agreement. The cost of such insurance shall be included in the Artist's bid. Artist shall not allow any subcontractor to commence work on any subcontract until Artist has obtained all insurance required herein for the subcontractor(s) and provided evidence thereof to City. Verification of the required insurance shall be submitted and made part of this Agreement prior to execution. 13.2 Commercial General and Automobile Liability Insurance. 13.2.1 General requirements. Artist, at its own cost and expense, shall maintain commercial general and automobile liability insurance for the term of this Agreement in an amount not less than ONE MILLION DOLLARS ($1,000,000.00) per occurrence, TWO MILLION DOLLARS ($2,000,000.00) aggregate, combined single limit coverage for risks associated with the work contemplated by this Agreement. If a Commercial General Liability Insurance or an Automobile Liability form or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to the work to be performed under this Agreement or the general aggregate limit shall be at least twice the required occurrence limit. Such coverage shall include but shall not be limited to, protection against claims arising from bodily and personal injury, including death resulting therefrom, and damage to property resulting from activities contemplated under this Agreement, including the use of owned and non -owned automobiles. 13.2.2 Minimum scope of coverage. Commercial general coverage shall be at least as broad as Insurance Services Office Commercial General Liability occurrence form CG 0001 (ed. 11/88) or Insurance Services Office form number GL 0002 (ed. 1/73) covering comprehensive General Liability and Insurance Services Office form number GL 0404 covering Broad Form Comprehensive General Liability. Automobile coverage shall be at least as broad as Insurance Services Office Automobile Liability form CA 0001 (ed. 12/90) Code 8 and 9 ("any auto"). No endorsement shall be attached limiting the coverage. 13.2.3 Additional requirements. Each of the following shall be included in the insurance coverage or added as an endorsement to the policy: City and its officers, employees, agents, and volunteers shall be covered as additional insureds with respect to each of the following: liability arising out of activities performed by or on behalf of Artist, including the insured's general supervision of Artist; products and completed operations of Artist; premises owned, occupied, or used by Artist; and automobiles owned, leased, or used by the Artist. The coverage shall contain no special limitations on the scope of protection afforded to City or its officers, employees, agents, or volunteers. b. The insurance shall cover on an occurrence or an accident basis, and not on a claims -made basis. An endorsement must state that coverage is primary insurance with respect to the City and its officers, officials, employees and volunteers, and that no insurance or self-insurance maintained by the City shall be called upon to contribute to a loss under the coverage. d. Any failure of Artist to comply with reporting provisions of the policy shall not affect coverage provided to City and its officers, employees, agents, and volunteers. Public Art Agreement between the October 1, 2019 City of Dublin and Yoshio Taylor Page 11 of 18 An endorsement shall state that coverage shall not be canceled except after thirty (30) days' prior written notice by certified mail, return receipt requested, has been given to the City. Artist shall notify City within 14 days of notification from Artist's insurer if such coverage is suspended, voided or reduced in coverage or in limits. 13.3 All Policies Requirements. 13.3.1 Acceptability of insurers. All insurance required by this section is to be placed with insurers with a Bests' rating of no less than ANIL 13.3.2 Verification of coverage. Prior to beginning any work under this Agreement, Artist shall furnish City with certificates of insurance and with original endorsements effecting coverage required herein. The certificates and endorsements for each insurance policy are to be signed by a person authorized by that insurer to bind coverage on its behalf. The City reserves the right to require complete, certified copies of all required insurance policies, at any time. 13.3.3 Subcontractors. Artist shall include all subcontractors as insureds under its policies or shall furnish separate certificates and endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the requirements stated herein. 13.3.4 Variation. The City may approve a variation in the foregoing insurance requirements, upon a determination that the coverages, scope, limits, and forms of such insurance are either not commercially available, or that the City's interests are otherwise fully protected. 13.3.5 Deductibles and Self -Insured Retentions. Artist shall disclose to and obtain the approval of City for the self -insured retentions and deductibles before beginning any of the services or work called for by any term of this Agreement. During the period covered by this Agreement, only upon the prior express written authorization of Contract Administrator, Artist may increase such deductibles or self -insured retentions with respect to City, its officers, employees, agents, and volunteers. The Contract Administrator may condition approval of an increase in deductible or self -insured retention levels with a requirement that Artist procure a bond, guaranteeing payment of losses and related investigations, claim administration, and defense expenses that is satisfactory in all respects to each of them. 13.3.6 Notice of Reduction in Coverage. In the event that any coverage required by this section is reduced, limited, or materially affected in any other manner, Artist shall provide written notice to City at Artist's earliest possible opportunity and in no case later than five days after Artist is notified of the change in coverage. Public Art Agreement between the October 1, 2019 City of Dublin and Yoshio Taylor Page 12 of 18 13.4 Remedies. In addition to any other remedies City may have if Artist fails to provide or maintain any insurance policies or policy endorsements to the extent and within the time herein required, City may, at its sole option exercise any of the following remedies, which are alternatives to other remedies City may have and are not the exclusive remedy for Artist's breach: ■ Obtain such insurance and deduct and retain the amount of the premiums for such insurance from any sums due under the Agreement; ■ Order Artist to stop work under this Agreement or withhold any payment that becomes due to Artist hereunder, or both stop work and withhold any payment, until Artist demonstrates compliance with the requirements hereof; and/or ■ Terminate this Agreement. Section 14, INDEMNIFICATION AND ARTIST'S RESPONSIBILITIES. Artist shall indemnify, defend with counsel mutually selected by the City and Artist, and hold harmless the City and its officials, officers, employees, agents, and volunteers from and against any and all losses, liability, claims, suits, actions, damages, and causes of action arising out of any personal injury, bodily injury, loss of life, or damage to property, or any violation of any federal, state, or municipal law or ordinance, to the extent caused, in whole or in part, by the willful misconduct or negligent acts or omissions of Artist or its employees, subcontractors, or agents, by acts for which they could be held strictly liable, or by the quality or character of their work. The foregoing obligation of Artist shall not apply when (1) the injury, loss of life, damage to property, or violation of law arises wholly from the negligence or willful misconduct of the City or its officers, employees, agents, or volunteers and (2) the actions of Artist or its employees, subcontractor, or agents have contributed in no part to the injury, loss of life, damage to property, or violation of law. It is understood that the duty of Artist to indemnify and hold harmless includes the duty to defend as set forth in Section 2778 of the California Civil Code. Acceptance by City of insurance certificates and endorsements required under this Agreement does not relieve Artist from liability under this indemnification and hold harmless clause. This indemnification and hold harmless clause shall apply to any damages or claims for damages whether or not such insurance policies shall have been determined to apply. By execution of this Agreement, Artist acknowledges and agrees to the provisions of this Section and that it is a material element of consideration. In the event that Artist or any employee, agent, or subcontractor of Artist providing services under this Agreement is determined by a court of competent jurisdiction or the California Public Employees Retirement System (PERS) to be eligible for enrollment in PERS as an employee of City, Artist shall indemnify, defend, and hold harmless City for the payment of any employee and/or employer contributions for PERS benefits on behalf of Artist or its employees, agents, or subcontractors, as well as for the payment of any penalties and interest on such contributions, which would otherwise be the responsibility of City. Section 15. STATUS OF ARTIST AS INDEPENDENT CONTRACTOR. 15.1 Independent Contractor. At all times during the term of this Agreement, Artist shall be an independent contractor and shall not be an employee of City. City shall have the right to control Artist only insofar as the results of Artist's services rendered pursuant to this Agreement and assignment of personnel pursuant to Subparagraph 1.3; however, otherwise City shall not have the right to control the means by which Artist accomplishes services rendered pursuant to this Agreement. Notwithstanding any other City, state, or federal policy, rule, regulation, law, or ordinance to the contrary, Artist and any of its employees, agents, and subcontractors providing services under this Agreement shall not qualify for or become entitled to, and hereby agree to waive any and all claims to, any compensation, benefit, or any incident of employment by City, including but not limited to eligibility to enroll in the California Public Employees Retirement System (PERS) as an employee of City and entitlement to any contribution to be paid by City for employer contributions and/or employee contributions for PERS benefits. Public Art Agreement between the October 1, 2019 City of Dublin and Yoshio Taylor Page 13 of 18 15.2 Nothing contained in this Agreement shall be construed as limiting the right of Artist to engage in his/her profession separate and apart from this Agreement so long as such activities do not interfere with the performance by Artist of his/her obligations as set forth in this Agreement. 15.3 Artist No Agent. Except as City may specify in writing, Artist shall have no authority, express or implied, to act on behalf of City in any capacity whatsoever as an agent. Artist shall have no authority, express or implied, pursuant to this Agreement to bind City to any obligation whatsoever. Section 16. LEGAL REQUIREMENTS. 16.1 Governing Law. The laws of the State of California shall govern this Agreement. 16.2 Compliance with Applicable Laws. Artist and any subcontractors shall comply with all laws applicable to the performance of the work hereunder. 16.3 Other Governmental Regulations. To the extent that this Agreement may be funded by fiscal assistance from another governmental entity, Artist and any subcontractors shall comply with all applicable rules and regulations to which City is bound by the terms of such fiscal assistance program. 16.4 Licenses and Permits. Artist represents and warrants to City that Artist and its employees, agents, and any subcontractors have all licenses, permits, qualifications, and approvals of whatsoever nature thatjarelegally required to practice their respective professions. Artist represents and warrants to City that Artist and its employees, agents, any subcontractors shall, at their sole cost and expense, keep in effect at all times during the term of this Agreement any licenses, permits, and approvals that are legally required to practice their respective professions. In addition to the foregoing, Artist and any subcontractors shall obtain and maintain during the term of this Agreement valid Business Licenses from City. 16.5 Nondiscrimination and Equal Opportunity. Artist shall not discriminate, on the basis of a person's race, sex, gender, religion (including religious dress and grooming practices), national origin, ancestry, physical or mental disability, medical condition (including cancer and genetic characteristics), marital status, age, sexual orientation, color, creed, pregnancy, genetic information, gender identity or expression, political affiliation or belief, military/veteran status, or any other classification protected by applicable local, state, or federal laws (each a "Protected Characteristic"), against any employee, applicant for employment, subcontractor, bidder for a subcontract, or participant in, recipient of, or applicant for any services or programs provided by Artist under this Agreement. Artist shall include the provisions of this Subsection in any subcontract approved by the Contract Administrator or this Agreement. 16.6 (Intentionally deleted) Public Art Agreement between the October 1, 2019 City of Dublin and Yoshio Taylor Page 14 of 18 Section 17. TERMINATION AND MODIFICATION. 17.1 Termination. City may cancel this Agreement at any time and without cause upon written notification to Artist. Artist may cancel this Agreement upon thirty (30) days' written notice to City and shall include in such notice the reasons for cancellation. In the event of termination, Artist shall be entitled to compensation for services performed to the effective date of termination; City, however, may condition payment of such compensation upon Artist delivering to City any or all documents, photographs, computer software, video and audio tapes, and other materials provided to Artist or prepared by or for Artist or the City in connection with this Agreement. 17.2 Extension. City may, in its sole and exclusive discretion, extend the end date of this Agreement beyond that provided for in Subsection 1.1. Any such extension shall require a written amendment to this Agreement, as provided for herein. Artist understands and agrees that, if City grants such an extension, City shall have no obligation to provide Artist with compensation beyond the maximum amount provided for in this Agreement. Similarly, unless authorized by the Contract Administrator, City shall have no obligation to reimburse Artist for any otherwise reimbursable expenses incurred during the extension period. 17.3 Amendments. The parties may amend this Agreement only by a writing signed by all the parties. 17.4 Assignment and Subcontracting. City and Artist recognize and agree that this Agreement contemplates personal performance by Artist and is based upon a determination of Artist's unique personal competence, experience, and specialized personal knowledge. Moreover, a substantial inducement to City for entering into this Agreement was and is the professional reputation and competence of Artist. Artist may not assign this Agreement or any interest therein without the prior written approval of the Contract Administrator. Artist shall not subcontract any portion of the performance contemplated and provided for herein, other than to the subcontractors noted in the proposal, without prior written approval of the Contract Administrator. 17.5 17.6 Section 18. Survival. All obligations arising prior to the termination of this Agreement and all provisions of this Agreement allocating liability between City and Artist shall survive the termination of this Agreement. Options upon Breach by Artist. If Artist materially breaches any of the terms of this Agreement, City's remedies shall include, but not be limited to, the following: 17.6.1 Immediately terminate the Agreement; 17.6.2 Retain the plans, specifications, drawings, reports, design documents, and any other work product prepared by Artist pursuant to this Agreement; 17.6.3 Retain a different Artist to complete the work described in Exhibit A not finished by Artist; or 17.6.4 Charge Artist the difference between the cost to complete the work described in Exhibit A that is unfinished at the time of breach and the amount that City would have paid Artist pursuant to Section 2 if Artist had completed the work. KEEPING AND STATUS OF RECORDS, Public Art Agreement between the October 1, 2019 City of Dublin and Yoshio Taylor Page 15 of 18 18.1 City Access to Artwork; Inspection of Work and Artwork. City shall have the reasonable right to, at its sole expense, inspect the Work, including the Artwork, at the fabrication Site during any phase of the project at any time. In the event that all or part of the Work is created in a location other than the Site, the City shall have the right to inspect the Work, including the Artwork, at any phase of the project following 48 hours written notice from the City to the Artist. The Artist shall be responsible for facilitating City's prompt access to Artist's property or the property of the Artist's subcontractors where the Work or portions of the Work are being fabricated or installed. 18.2 Status Reports. Artist shall submit written reports regarding the status of the Work, including the Artwork, as may be reasonably requested by the City. The City shall determine the format for the content of such reports. The timely submission of all reports is a necessary and material term and condition of this Agreement. The reports, including any copies, shall be submitted on recycled paper and printed on double -sided pages to the maximum extent possible. 18.3 Artist Availability. Artist or Artist's authorized agent shall be available at Artist's sole expense for up to 2 visits to Dublin to ensure the proper installation and operation of the Artwork. During each visit to Dublin, unless otherwise agreed upon by the City, the Artist's visit shall last for at least a full 8 hour day. 18.4 Records Created as Part of Artist's Performance. With the exception of model submitted with initial proposal, all reports, data, maps, models, charts, studies, surveys, photographs, memoranda, plans, studies, specifications, records, files, or any other documents or materials, in electronic or any other form, that Artist prepares or obtains pursuant to this Agreement and that relate to the matters covered hereunder shall be the property of the City. Artist hereby agrees to deliver those documents to the City upon termination of the Agreement. It is understood and agreed that the documents and other materials, including but not limited to those described above, prepared pursuant to this Agreement are prepared specifically for the City and are not necessarily suitable for any future or other use. City and Artist agree that, until final approval by City, all data, plans, specifications, reports and other documents are confidential and will not be released to third parties without prior written consent of both parties. It is also agreed that proposal model remains property of the Artist and will be returned to Artist after the finished sculpture is installed. 18.5 Artist's Books and Records. Artist shall maintain any and all ledgers, books of account, invoices, vouchers, canceled checks, and other records or documents evidencing or relating to charges for services or expenditures and disbursements charged to the City under this Agreement for a minimum of three (3) years, or for any longer period required by law, from the date of final payment to the Artist to this Agreement. 18.6 Inspection and Audit of Records. Any records or documents that Section 9.2 of this Agreement requires Artist to maintain shall be made available for inspection, audit, and/or copying at any time during regular business hours, upon oral or written request of the City. Under California Government Code Section 8546.7, if the amount of public funds expended under this Agreement exceeds TEN THOUSAND DOLLARS ($10,000.00), the Agreement shall be subject to the examination and audit of the State Auditor, at the request of City or as part of any audit of the City, for a period of three (3) years after final payment under the Agreement. Public Art Agreement between the October 1, 2019 City of Dublin and Yoshio Taylor Page 16 of 18 Section 19. MISCELLANEOUS PROVISIONS. 19.1 Attorneys' Fees. If a party to this Agreement brings any action, including an action for declaratory relief, to enforce or interpret the provision of this Agreement, the prevailing party shall be entitled to reasonable attorneys' fees in addition to any other relief to which that party may be entitled. The court may set such fees in the same action or in a separate action brought for that purpose. 19.2 Venue. In the event that either party brings any action against the other under this Agreement, the parties agree that trial of such action shall be vested exclusively in the state courts of California in the County of Alameda. 19.3 Severability. If a court of competent jurisdiction finds or rules that any provision of this Agreement is invalid, void, or unenforceable, the provisions of this Agreement not so adjudged shall remain in full force and effect. The invalidity in whole or in part of any provision of this Agreement shall not void or affect the validity of any other provision of this Agreement. 19.4 No Implied Waiver of Breach. The waiver of any breach of a specific provision of this Agreement does not constitute a waiver of any other breach of that term or any other term of this Agreement. 19.5 Successors and Assigns. The provisions of this Agreement shall inure to the benefit of and shall apply to and bind the successors and assigns of the parties. 19.6 Use of Recycled Products. Artist shall prepare and submit all reports, written studies and other printed material on recycled paper to the extent it is available at equal or less cost than virgin paper. 19.7 Conflict of Interest. Artist may serve other clients, but none whose activities within the corporate limits of City or whose business, regardless of location, would place Artist in a "conflict of interest," as that term is defined in the Political Reform Act, codified at California Government Code Section 81000 et seq. Artist shall not employ any City official in the work performed pursuant to this Agreement. No officer or employee of City shall have any financial interest in this Agreement that would violate California Government Code Sections 1090 et seq. Artist hereby warrants that it is not now, nor has it been in the previous twelve (12) months, an employee, agent, appointee, or official of the City. If Artist was an employee, agent, appointee, or official of the City in the previous twelve months, Artist warrants that it did not participate in any manner in the forming of this Agreement. Artist understands that, if this Agreement is made in violation of Government Code §1090 et.seq., the entire Agreement is void and Artist will not be entitled to any compensation for services performed pursuant to this Agreement, including reimbursement of expenses, and Artist will be required to reimburse the City for any sums paid to the Artist. Artist understands that, in addition to the foregoing, it may be subject to criminal prosecution for a violation of Government Code § 1090 and, if applicable, will be disqualified from holding public office in the State of California. 19.8 Solicitation. Artist agrees not to solicit business at any meeting, focus group, or interview related to this Agreement, either orally or through any written materials. 19.9 Contract Administration. This Agreement shall be administered by the City Manager or his/her designee ("Contract Administrator"). All correspondence shall be directed to or through the Contract Administrator or his or her designee. 19.10 Notices. Any written notice to Artist shall be sent to: Public Art Agreement between the October 1, 2019 City of Dublin and Yoshio Taylor Page 17 of 18 Yoshio Taylor 95 Sandburg Dr. Sacramento, CA 95819 (916) 456-9549, cell (916) 804-3012 Ytaylor.art@gmaii.com Any written notice to City shall be sent to: City Manager City of Dublin 100 Civic Plaza Dublin, CA 94568 (925) 833-6645 19.11 Professional Seal. Where applicable in the determination of the contract administrator, the first page of a technical report, first page of design specifications, and each page of construction drawings shall be stamped/sealed and signed by the licensed professional responsible for the report/design preparation. The stamp/seal shall be in a block entitled "Seal and Signature of Registered Professional with report/design responsibility," as in the following example. Seal and Signature of Registered Professional with report/design responsibility. 19.12 Integration. This Agreement, including the proposal, scope of work, and payment schedule attached hereto and incorporated herein as Exhibits A, B and C, represents the entire and integrated agreement between City and Artist and supersedes all prior negotiations, representations, or agreements, either written or oral. CITY OF DUBLIN ARTIST -City Marte�eF- shio Taylor, Artist Attest: 6�� ke Caroline Soto, City Clerk Approved as to Form: i� Jodi Bakker, City Attorney Public Art Agreement between the October 1, 2019 City of Dublin and Yoshio Taylor Page 18 of 18 EXHIBIT A ARTIST PROPOSAL Yoshio Taylor's design comprises decorative tiled installations on low curved cement seating areas, set around the playground area on Benches A and B. Each one comprises a design for the wall front, and on top of a concrete substrate. The decorative tiles will be facing inward towards the play areas. The seat wall side facing the landscaping will be without images. The Heritage and Cultural Arts and Park and Community Services Commissions agreed to include Bench C (side facing playground mandatory, top side optional) possibly sacrificing some of the intricate carving detail in all of the benches in order to stretch the budget to decorate three benches. The types of tile used will include handmade and carved relief terra-cotta tiles, with representational images such as numbers, letters, horses, trains, flowers and wildlife. Imported porcelain tiles and glass tiles will represent water and unglazed commercial tiles will be used as a community involvement project with Dublin school children. Schools in the surrounding area will be contacted so children can participate in designing some of the titles. Members of the Dublin Historical Preservation Association reviewed the artwork and provided historical input which the artist was given. The artist will incorporate some of their suggestions into the final design. Yoshio Taylor Proposal Narrative for Jordan Ranch Neighborhood Park June 6, 2019 My proposal for the project is to create a design that is educational as well as visually enriching to the park site. The design will reflect a beautiful natural environment and will show some of the historical significance of Dublin and its surrounding area. One of the main images in the design you will find is an emphasis on nature. The deer, bird and rabbit will represent wildlife and oak trees. Flower and water images will represent the rich nature of Dublin and its neighboring regions past and present. The water in the form of perennial lakes, creeks and vernal springs and marsh land affected the development of Dublin until around 1880, and was an important part of the history of Dublin. Water will be represented by the blue tile design. (to be cont.) Public Art Agreement between the EXHIBIT A City of Dublin and Yoshio Taylor Page 1 of 5 EXHIBIT A ARTIST PROPOSAL The Transcontinental Railroad connected the East Coast with the West Coast in the early 1860's and is a significant historical event which affected many of the developments in the surrounding area. It is represented by the stylized images of horses and trains "The Iron Horse". The types of tiles to be used in the art work will include handmade and carved relief terra- cotta tiles, with representational images such as numbers, letters, horses, trains, flowers and wildlife. Imported porcelain tiles and glass tiles will represent "water" and "44"3/16" unglazed commercial tiles will be used as a part of the "Community involvement in the project". The tiles will be glazed by local school children with their interpretation of Dublin, Ca. The installation of the tiles is done by using "Thinset" mortar and grout. The finished surface will be durable and clean. The artwork will serve as a gentle reminder for the public/visitor and local school children to appreciate the environment they live in. It will also be a unique and significant part of the park, and an identifying element for the city of Dublin. • Artist Statement: see attachment • Bench A and B (C,D,F may be addedlater) • Proposed materials: Hand -made relief Terra-Cotta tiles, imported small mosaic porcelain and glass tiles, unglazed commercial 4"x4"x'/4 paver tiles, Thin -set motar, tile grout, grout sealer. • Special equipment is not needed, the installation will be done by artist and his assistant. (professional tile mason will be hired to install if artist is not able to install) • Maintenance with pressure -washer as needed. • Public is encouraged to interact with art work. It issafe. Public Art Agreement between the EXHIBIT A City of Dublin and Yoshio Taylor Page 2 of 5 m RIF" at, k&l.rF Z/GfS EXHIBIT A ARTIST PROPOSAL (Bench C) ,e.e^ P- _ -, rn ��i"POkC�LAIN T/LES-, S4V J The intricacy of benches A and B may be reduced somewhat to accommodate for the inclusion of Bench C. per request of the Heritage and Cultural Arts Commission. Public Art Agreement between the EXHIBIT A City of Dublin and Yoshio Taylor Page 5 of 5 EXHIBIT B SCOPE OF WORK Timeline: September, 2019 - March, 2020: Planning, Community Involvement component, final submittal of artwork Installation completed by June 30, 2020: Artist travel to Dublin. 6-8 trips total including 3 trips forpre-installation, 3 trips for installation, 2 possible trips for project inspection Public Art Agreement between the EXHIBIT A City of Dublin and Yoshio Taylor Page 1 of 1 Budget: EXHIBIT C COMPENSATION Artist fee Studio assistant Field coordination Additional renderings, CAD, drawings and models (if needed) Materials and supplies Art installation Equipment rental Interpretive/ ID plaque, directional signage Administrative expenses Artist travel to Dublin. 6-8 trips total including 3 trips forpre-installation, 3trips for installation, & 2 possible trips for project inspection Supplies for community outreach activities Project contingency Total: $41,000 $17,300 $2,000 $0 $2,000 $3,500 $6,000 $0 $800 $3,000 $800 $1, 600 $4,000 Public Art Agreement between the EXHIBIT C City of Dublin and Yoshio Taylor Page 1 of 1 ACORO® CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DDNYYY) 09/03/2019 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER State Farm Insurance StatelFarm 6130 Fair Oaks Blvd Suite E Carmichael, CA 95608 alr CONTACT Stephanie Slagel lc�%, 916485 5629 AExt ;A/c No): E-MAIL i h stehte sanesla el.com ADDRESS: p @ p g INSURER(S) AFFORDING COVERAGE NAIC # INSURER A :State Farm Fire and Casualty Company 25143 INSURED Yoshio Taylor 5840 Gibbons Dr#K Carmichael, CA 95608 INSURERB: INSURERC: INSURERD: INSURER E : INSURER F : COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED 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. INSR LTR TYPE OF INSURANCE ADDLSUBR POLICY NUMBER POLICY EFF MM/DD/YYYY POLICY EXP MM/DD/YYYY LIMITS A COMMERCIAL GENERAL LIABILITY CLAIMS -MADE X OCCUR Y 90EMT6340 09/03/2019 09/03/2020 EACH OCCURRENCE $ 1,000,000 DAMAGE300,000 PREMISES Ea occurrence $ MED EXP (Any one person) $ 5,000 PERSONAL 8 ADV INJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: PRO - x POLICY PRO-JECT LOG OTHER: GENERAL AGGREGATE $ 2,000,000 PRODUCTS - COMP/OP AGG $ 2.000,000 $ AUTOMOBILE LIABILITY ANY AUTO ALL OWNED SCHEDULED AUTOS AUTOS NON -OWNED HIRED AUTOS AUTOS COMBINED SINGLE LIMIT Ea accident $ BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ PROPERTY DAMAGE Per accident $ UMBRELLA LIAB EXCESS LIAB OCCUR CLAIMS -MADE EACH OCCURRENCE $ AGGREGATE $ DED I I RETENTION $ $ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y / N ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? ❑ (Mandatoryin NH) If yes, describe under DESCRIPTION OF OPERATIONS below N / A PER OTH- STATUTE ER E.L. EACH ACCIDENT $ E.L. DISEASE - EA EMPLOYE $ E.L. DISEASE - POLICY LIMIT $ DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space Is required) Certificate Holder is additional insured. CERTIFICATE HOLDER CANCELLATION City of Dublin, its officers, Employees, Agents and SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Volunteers THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 100 Civic Plaza ACCORDANCE WITH THE POLICY PROVISIONS. Dublin, CA 94568 AUTHORIZ D RE RESENTATIVE t t A I©1988-2014 ACOK'D fd)RPORATION. All rights reserved. ACORD 25 (2014/01) The ACORD name and logo are registered marks of ACORD 1001486 132849.9 02-04-2014 CMP- 6.1 LC PolicyNo. 90 EMT634 0 7013-FABB Page 1 of Page 1 of 2 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CMP-4786.1 ADDITIONAL INSURED — OWNERS, LESSEES, OR CONTRACTORS (Scheduled) This endorsement modifies insurance provided under the following: BUSINESSOWNERS COVERAGE FORM SCHEDULE Policy Number: 90 EMT634 0 Named Insured: TAYLOR, YOSHIO 95 SANDBURG DR SACRAMENTO CA 95819-1849 Name And Address Of Additional Insured Person Or Organization: CITY OF DUBLIN, ITS OFFICERS,EMPLOYEES, AGENTS AND VOLUNTEERS 100 CIVIC PLZ DUBLIN CA 94568-2658 1. SECTION II — WHO IS AN INSURED of b. If coverage provided to the additional in - SECTION II — LIABILITY is amended to in- sured is required by a contract or agree- clude, as an additional insured, any person or ment, the insurance provided to the organization shown in the Schedule, but only additional insured will not be broader than with respect to liability for "bodily injury", "property "personal that which you are required by the contract damage", or and advertis- ing injury" caused, in whole or in part, by: agreement to provide for such addition - l al insured; and a a. Ongoing Operations c. If the contract or agreement between you (1) Your acts or omissions; or and the additional insured is governed by (2) The acts or omissions of those acting California Civil Code Section 2782 or on your behalf; 2782.05, the insurance provided to the in the performance of your ongoing opera- additional insured is the lesser of that which: tions for that additional insured; or b. Products —Completed Operations (1) Is allowed for the satisfaction of a de- fense or indemnity obligation by Cali - "Your work" performed for that additional fornia Civil Code Section 2782 or insured and included in the "products- 2782.05 for your sole liability; or completed operations hazard". (2) You are required by contract or However, Paragraph 1. above is subject to the agreement to provide for such addi- following: tional insured. a. The insurance afforded to the additional We have no duty to defend or indemnify the insured only applies to the extent permit- additional insured under this endorsement un- ted by law; til a claim or "suit" is tendered to us. ©, Copyright, State Farm Mutual Automobile Insurance Company, 2013 Includes copyrighted material of Insurance Services Office, Inc., with its permission. CONTINUED CM P-4786.1 Page 2 of 2 2. Any insurance provided to the additional in- (3) The nature and location of any injury sured shall only apply with respect to a claim or damage arising out of the `occur - made or a "suit' brought for damages for rence" or offense; which you are provided coverage. b. Tender the defense and indemnity of any 3. With respect to the insurance afforded to the claim or "suit' to us and to all other insur- additional insured, the following is added to ers who may have insurance potentially SECTION II — LIMITS OF INSURANCE: available to the additional insured; and If coverage provided to the additional insured c. Agree to make available any other insur- is required by contract or agreement, the most ance the additional insured has for de - we will pay on behalf of the additional insured fense or damages for which we would will be the lesser of the amount of insurance: provide coverage under SECTION II — a. Required by the contract or agreement; or LIABILITY. b. Available under the applicable Limits Of 5. With respect to the insurance afforded the ad - Insurance shown in the Declarations. ditional insured, the following replaces SEC- TION II —LIABILITY of Paragraph 7. Other This endorsement shall not increase the ap- Insurance of SECTION I AND SECTION II — plicable Limits Of Insurance shown in the COMMON POLICY CONDITIONS: Declarations. a. This insurance is primary to and will not 4. With respect to the insurance afforded to the seek contribution from any other insurance additional insured, the following is added to available to the additional insured, provided Paragraph 3. Duties In The Event Of Occur- that the additional insured is a named in- rence, Offense, Claim Or Suit of SECTION sured under such other insurance. If — GENERAL CONDITIONS: b. Regardless of any agreement between The additional insured must: you and the additional insured, this insur- ance is excess over any other insurance a. See to it that we are notified as soon as whether primary, excess, contingent or on practicable of an `occurrence" or an of- any other basis for which the additional in- fense which may result in a claim. To the sured has been added as an additional in - extent possible, notice should include: sured on other policies. (1) How, when and where the "occur- There will be no refund of premium in the event rence" or offense took place; this endorsement is cancelled. (2) The names and addresses of any in- jured persons and witnesses; and All other policy provisions apply. CM P-4786.1 1007033 148011 08-21-2014 ©, Copyright, State Farm Mutual Automobile Insurance Company, 2013 Includes copyrighted material of Insurance Services Office, Inc., with its permission. CSAA Insurance Exchange P.O. Box 22221 Insurance Oakland, CA 94623-2221 1. Name and Address of Insured I'lllf llllll l')'�Illlll'lll�lllllllll lllll lll"'l��t'�lll'�IIII'1 YOSHIO TAYLOR 95 SANDBURG DR SACRAMENTO, CA 95819-1849 Automobile Policy Declarations Please keep with your policy. See Important Notice on reverse. For questions or changes call: (800) 922-8228 Page 1 of 1 Z IDedarations Process Type Renewal Certificate Date 01-09-2020 a Insured NuSiPo' CAAS100444276 1985 mber nce 0 From U. Z Ycsr 02-12-2020 V Po 'cY Period To 0 a rn_1?_7m 1 12.01 A.M. Standard Time at the address of the Named Insured, but not prior to the time applied for or, If this is a replacement declarations, no. prior to the time coverage change was requested. 12.01 A.M. Standard Time at the address W the \aimed insured. Alternate Address Occupation Alternate Number Telephone Number 95 Sandburg Dr Educator (916) 691-7122 (916) 456-9549 Item tlake Modef Yr Body Type Vehfc'e ldent,hca Ron No. Name ADB?- Ln Lu 1 TOYOTA 2007 CREW PICKUP 5TBEV58157S465357 Drivers YOSHIO Y do not v W necessarily > correspond W = to prin6pal.y > Q operated vehicles. Coverage••........... tiab2dy Lim; is ..... .......................... ............Item. I..........................Item ........................... Item............................Item.......... ..... Each Person Each O.currence r Deducbb.e Premium I Deduct e Premium Deductible Premium Deductible Premium Bodily Injury 100,000 300,000 -- ...................................................................... $257 ..................... Medical Payments 5,000 .......... .............. ._......................... ...................... $17 .---.----- .......... ----- Uninsured Motorists 50,000 100,000 $41 Property Damage 100,000 $431 ...................... ............ Comprehensive Actual Cash Value Less Deductible 100 $100 Full Comprehensive Safety Glass Endorsement ($0 deductible) .................................................................................................... NO COV Collision Actual Cash Value less Deductible 250 E $514 ..............-•............................-•--------..............................................• Enhanced Transportation Expense $25 per day/$750 aggregate $28 All Risks Actual Cash Value Less Deductible No Coverage Vehicle Loan/Lease Protection Endorsement No Coverage New Car Added Protection Endorsement No Coverage Original Equipment Manufacturer Parts (OEM) Endorsement No Coverage Ride -sharing Coverage Endorsement No Coverage TOTAL PREMIUM PER VEHICLE Y $1,388 * AutomDeath Benefits $15,000per deceased insured person Premiumobile $3 Premium Summary This is not a bill. CA Surcharge: $0 CA Special Fraud Assessment Fee: $1.76 Total Premium: $1,392.76 Total Premium shown is for the Member Advantag4gm Program. EXCLUSIONS There is no coverage provided by this Policy while the following individual(s) operate a motor vehicle: None Scnedu'a or Changes N W 0 Z Q V 55 1500 12 15 BUSINESS LICENSE The Licensee paid to the City of Dublin the required business license fee and is hereby granted a license for the period stated, to conduct, carry on or engage in the business set forth herein, in conformity with Dublin Municipal Code 4.04 within the City limits. Licensee: YT FINE ART CREATIONS Location: 5840 GIBBONS DR UNIT K Owner(s): YOSHIO TAYLOR YT FINE ART CREATIONS 95 SANDBURG DR SACRAMENTO, CA 95819 City of Dublin 100 Civic Plaza Dublin, CA 94568 (925) 833-6620 DESCRIPTION: Fine Art work Number: BL-112730 Effective Date: 1/1/2020 Expiration Date: 9/30/2020 DATE (MMAUDIYYYY) '`�cUK'v� CERTIFICATE OF LIABILITY INSURANCE 02/13!202C THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT! If the certificato holder is an ADDITIONAL INSURED, the policy(ics) must be enclosed. It SUBROGATION IS WAIVED, subject to the terms and conditions of tho policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder In lieu of such endomement(s) PRDCUCER CONTACTSte han- Sla el State Farm Insurance NAME: P to PHONE 916 485 44" I"'AX 916485 5629 hip. Eau: SfafeFarm 6' 30 Fair Oaks Blvd Suite E �c _ ADDRESS: steph(2_ stephaniesiaget.corn w Carmichael, CA 95608 INSURER(sIAFFORDING COVERAGE NAIC: _ INSURER A_Atom Farm Mutual Automobile Inwnnoe Company 25178 INSURED Yoshio Taylor INSURBRec 5840 Gibbons Dr*K INSURERC: Carmichael, CA 95608 -- INSURER INSURER F - COVERAGFS C_FRTIFICATF NIIIIAP 170- RrvMIAN NIIMRFR- THIS IS 10 GERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVL BEEN ISSJFD 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 VJHICH 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 LONTS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS uMT � � iSUW "* P5LICY TIP - TYPE OF INSURANCE I POUCH NUMBER -00'YYVY mm LIMBS COUNIERCIAL GENERAL LUBILITY EACH 0('--URRENCE S — - DAMAGE TO ;MRrW PREMIR' . :.A. VS %lAJ_ I Y.(..lip S MED [XP (Arai oM P!I>tOnj S PERSONAL A ADV INJURY S - - LWIT AGGREGATE LT APFt1rS PER GENERAL,-',GREG,ATE S p 1 JCCT [ ] 1 OC PROOUCTS - COW,'OP AGG - f TIER. JFg y aagiinl) -- S s A MftdMOSU NA§LM Y AN AUTO 492 7679-B13-55 02J13=20 08M3=W BODILY INJURY (P.rPMrea+> s 1,000.000 x ALL OWNED SCHEDULED 9001LYUyURY(Plrattl0e^[1, f 1,000.000 AUTOS !A��T06 AUTOS NON�Wr�D ll103 � .00 f 1.0000 UMBRELLA UA6 L OCCURI I EACH OCCURRFJ�ICE - - . EXCESS LIAO _ _ CLNMs MADE AGrsf?EGATE DES RETENTIONS .. WORKERS COPWINSATION tLr STATUTE AND EMPLOYERS' LIABKJTY YIN ' } ANY PROPRC'OaroARTNCRC(CCUTIVE I(*FICEAAA(UREA EXUUOED'I NIA- I E L EACH ARDENT 1 S (Ma^daaY M Wri E L DISEASE • EA EIIPLOYEE sGaacnb0 tr4w , _ -T- RIPT PER47 IONS bak)w EL 0*17 r - POLICY UMMT ' 1 I i DESCRIPTION OF OPERATIONS / LOCAnONS / V61C1Lti (110011G 10t, AACtlenal Rarnrrks ScsaeAuM, m y be aitdCheC t nv. space .s rcpared) Certificate Holder Is additional insured. CFRTIFICATF 1401 nFR e'AkIr FI I ATInN City of Dublin, its Officers, Employees, Agents and Volunteers SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 100 Civic Plaza ACCORDANCE WITH THE POLICY PROVISIONS. Dublin, CA 94568 AUTHOR 0 R"KESEN,TATIVE/ I tw 1988-2014 AG'ORD CCIHPD TIQN. All ngnts reserved. ACORD 25 (2014/01) The ACORD name and logo are registered marks of ACORD 1 i001486 1328499 02-04-2014