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HomeMy WebLinkAboutCC Resolution 6797 (Falkirk Sculpture)RESOLUTION NO. 6797 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SAN RAFAEL AUTHORIZING THE MAYOR TO SIGN AN AGREEMENT WITH INTER -ARTS OF MARIN AND SCULPTOR JOHN ROLOFF FOR THE TEMPORARY PLACEMENT OF A SCULPTURE ON THE GROUNDS OF FALKIRK WHEREAS, Inter -Arts of Marin promotes Public Art Projects by contributing funds for the establishment of works -of -art in public places; and WHEREAS, sculptor, John Roloff, has received a $5,000 grant from Inter -Arts to produce a sculpture titled "Collision/Lava Ship/Trellis Ship"; and WHEREAS, the Cultural Affairs Commission and City staff have recommended that this sculpture be placed on the grounds of Falkirk near the greenhouse for a period of two years; and WHEREAS, this sculpture will enhance the beauty of the Falkirk grounds. NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of San Rafael hereby authorize the Mayor to sign the attached agreement with Inter -Arts of Marin and John Roloff for the temporary placeirent of the sculpture, "Collision/Lava Ship/Trellis Ship" on the grounds of Falkirk. I, JEANNE M. LEONCINI, City Clerk of the City of San Rafael, hereby certify that the foregoing resolution was duly and regularly introduced and adopted at a regular meeting of the City Council of said City held on P, onday the 7th day of M ay 1984, by the following vote, to wit: AYES: COUNCILMEMBERS: Frugoli, Nave, Russom and mayor Mulryan NOES: COUNC ILMEMBERS : None ABSENT: COUNC ILMEMBERS : B r e i n e r M. LEONCINI, City Clerk Mfg I (F -Fl. Tj N A L i"S OF MARIN • ""Orl-profit CCW-OrUiorl for NuUic Art AGREEMENT BETWEEN INTER -ARTS OF MARIN, JOHN RO[.OFF and the CITY OF SAN RAFAEL THIS AGREEMENT, dated May 1, 1984, is made and entered into between INTER -ARTS OF MAI:1N (hereinafter referred to as "I -A"), a non-profit corporation; JOHN ROLOFF, (hereinafter referred to as "ROLOFF"), and the CITY OF SAN RAFAEL (hereinafter referred to as the "CITY"). RECITALS I -A promotes Public Art Projects by contributing funds For the establ ishmont of works -of -art in publ i -c places; and CITY OF SAN RAFAEL has agreed to assume responsibility of ownership of a work of art to be located at 1401 MISSION AVE ; and ROLOFF is an art tst who his aqr c o,j t O dt�s lyn and c'x�.�cute th(" fo 1 l owr nq wor of -art: TITLE: C01lisi011/1,ava Ship/TrelII.s ,>hip (for Ivy) DESCRIPTION: Mixed Media MEDIA: Mixed Media � IT IS THEREFOI:E AGREED: 1. MANAGEMENT I -A steal 1 have the exclusive responsibility for managing al 1 aspects of financial planning, budget control and payment to ROLOFF for services performed. 2. FUNDING I -A shall contribute $5,000. 3. ROLOFF'S COMPENSATION The total amount to be paid by I -A to ROLOFF under this agreement for the completed and accepted work -of -art shall be $5,000 in three installments. The first installment of $3,300 will be made upon execution of this agreement. The second installment of $1,200 will be made approximately one month after that date and the final instal Iment of $500 wit l be paid upon acceptance of the Evaluation Report submitted in accordance with Paragraph 10 of this agreement. 4. INSURANCE The f 1 1 ow.1 nq po 1 a ct (,r, of i nsuranc� :af,a 1 1 be kc-r)L in for(:( - until completion of the project: a. I -A shall carry a Comprehensive General Liability Policy with a limit of $1,000,000 per occurance. At CITY'S request they can be named as an additional insured until completion of the project. The CITY shall pay for any increase of I -A insurance premium; 04' 5. THE TIME OF COMPLETION Upon execution of this agreement-,I:OLOFF shall commence working on the work-ol-art and shal 1 be completed in 3 months time. 6. EXTENSION OF TIME TO COMPLETE. In the event there is a delay caused by conditions beyond ROLOFF's control, or if Acts of God render performance of ROLOFF's duties impossible, I -A may grant a reasonable extension of time to complete the work -of -art. I -A shall be the sole judge of what constitues "beyond ROLOFF'S control." 7. PERFORMANCE, ROLOFF's services shall be performed to the complete satis- faction of I -A who shall not unreasonably withhold their approval. I -A reserves the right to withhold payment if at any time the work is deemed unsatisfactory. If the matter is not resolved in 30 days from written notice of dissatisfaction, the agreement shall be terminated and the matter submitted to arbit- ration as provided in Paragraph 23. No deviations from the accepted final design as presented in the project proposal will be permitted without the prior written consent of I -A. B. ROLOFF'S SERVICES ROLOFF agrees that he wil 1 perform services including but not limited to the following: a. Confer with representatives of. ]-A with regard to any matter I -A deems to be pertinent under this agree- ment. b. Design and execute the work -of -art in cooperation with apprentices and subcontractors when necessary. c. ROLOFF shall arrange, pay for and otherwise provide all services, labor, materials, scaffolding and equipment, transportation, storage, fees, rentals and all costs and expenses required to complete the work -of -art to the complete satisfaction of I -A, who shall not unreasonably withhold their approval. 9. INDEPENDENT CONTRACTOR ROLOFF is an independent contractor and nothing in this agreement shall be construed as. constituting ROLOFF as an employee, agent, or representative of I -A or the CITY 10. FINAL EVALUATION ROLOFF shall submit to I -A a final evaluation aft( -r completion and installation of the work -of -art, which is due prior to final payment. 11. TITLE Upon completion of this pr(-)ject in accordance with the term; of this Agreement, title to the work -of -art shall vest in the CITY. 12. INDEMNITY ROLOFF shall, to the fullest extent permitted by law, indem- nify and hold harmless both I -A and the CITY from and against any and all claims, losses, damages and liability, including reasonable attorney's fees arising from the performance of ROLOFF's services; as used herein, the words "claims, losses, costs, damages, or liability" include, but not limited to, 4 claims, losses, damages resulting from copyright infr.ingement,i.n- vasion of privacy, misappropriation of ideas or rights, plagiarism and defCtml-it.ion of. character.. 13. RIGHT OF REPRODUCTION Right of Reproduction of the work -of -art is reserved to ROLOFF who retains the right to obtain and own a copyright sub- ject to the fol lowing exception. After al l payments set forth hereunder have been made to ROLOFF a 1 icense is hereby granted to I -A, who sha 1 1 have the right to use, publicize, graphically reproduce and advertise the work -of -art without the written consent of ROLOFF subject to the following: a. If an alteration of any kind, accidental or intentional, occurs to the work -of -art after it has been completed and installed by ROLOFF, then the work. - of -art sha 1 1 no 1 onger be represented to be the work of ROLOFF without ROLOFF'S written consent. b. The CITY shall have the right to determine when and i£ repairs and restorations to the work -of -art will be made. During ROLOF F's lifetime, he shall have the right to approve all repairs and restorations. If ROLOFF fai is to approve any repair within sixty days from receipt of written notice from the CITY, the CITY shall have the right to make such repair or restoration provided that the work -of -art is not thereafter rep- resented to be the work -of -art of ROLOFF. C. To the extent practical, ROLOFF shall be given the opportunity to make repairs and restorations approved by his provided that the CITY is not held responsible for either travel or living expenses and provi.&-d further that the CITY and ROLOFF agree upon his fee, if any, for such repairs and restorations. d. ROLOFF agrees to notify I -A and the CITY of changes in ROLOFF'S address and agrees that failure to do so shall constitute I waiver of I:OLOFF's rights under this paragraph. e. I -A and the C'I'TY recognize ROLOFF as creator of the work -of -art and w,iI l instal 1 a sign to this effect as part of the finished installation. f. ROLOFF shall be entitled to receive 10% of any net profit derived from I -A's license. 15. ASSIGNMENT,TRANSFER OR SUBCONTRACTING A material element of this agreement is the personal ski]1, judgment and creativity of ROLOFF. Therefore, ROLOFF shall not assign, transfer or subcontract his creative and artistic expertise pertaining to the work -of -art without the prior written consent of I -A. 15. WARRANTY O[' QUALITY Upon final acceptance of the work -of -art, ROLOFF warrants that it shall be free of defects in materials and workmanship and that he shall, for a period of one year, correct any such defects at his own expense. Upon written notification of a defect in materials or workmanship, ROLOFF shall have 60 days to commence repairs and shall conclude them within a reasonable time. If the repairs are not commenced or completed within this time frame ROLOFF waives any right to repair. and I -A shall cause the necessary repairs to bo of fected, at ROLOFF'S expense. 16. DESTRUCTION OR REMOVAL The work -of -art has a minimum 1 ife expectancy of 2 years, during which time the CITY agrees not to move, or destroy the work of art. At the end of the two year period, any extension, maintenance, removal, or elaboration of the existing piece will be subject to an agreement between ROLOFF and the CITY. If the CITY intentionally or negligently destroys the work - 1 of -art before 2 years has elapsed, the CITY shall make a pro -rata reimbursement of 1 -A's contribution. This contribution will bo based on the number of years remaining in minimum ljf�, expectancy. 17. MAINTENANCE The CITY agrees to be responsible for the proper cleaniny, maintenance and protection of the work -of -art. 18. RISK OF LOSS ROLOFF shal 1 bear the ful l risk of loss of, or dainage t(,), the work -of -art unt.tl. the it has been completed, instal led, and accepted by I -A. ROLOFF shall take such precautionary measures as are necessary to protect the work -of -art from such loss or damage. 19. DEDICATION I -A and the CITY sha 1 1 sponsor a pub] is dedication of the work -of -art at which time ROLOF'F shal 1 be require=d to parti.- cipate. 20. ENTIRETY OF CONTRACT This writing embodies the entire agreement and understanding between the parties hereto and there are no other agreements and understandings, or. -11 or writ ton, with reforencc, to t.hc' suhjL'Ut matter hereof that are not merged herein and superseded hereby. 21. MODIFICATION OF AGREEMENT No al teration, change or modification of the terms of this agreement shal 1 be val id unless made in writing and signed by al l parties hereto. 7 22. GOVERNING LAW This agreement, regardless of where executed, shall be governed by and construed according to the laws of the State of California. 23. ARBITRATION All disputes arising out of this agreement shall be submit- ted to final and binding arbitration. The arbitrator shall be selected in accordance with the rules of the American Arbitration Association. The arbitrator's award shall be final, and judge- ment may be entered upon it by any court having jurisdiction thereof. IN WITNESS WHEREOF, the parties hereto have executed this agreement on the date hereinabove written. ATTEST CIOF SAN RA �FAEL c Jan�neM. Leoncini y Lawrenc_ City Clerk ulryan Title Mayor APPROVE TO FORM: Pet zi City Attorney I N T• A 0 F—MAZ� By . Tit J OHN ROLOFF