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HomeMy WebLinkAbout1989-11-07; City Council; Resolution 89-394, 1 2 3 4 0 0 RESOLUTION NO.89-394 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CARLSBAD, CALIFORNIA RECOMMENDING APPROVAL OF THE AGREEMENT FOR THE COORDINATOR OF THE TEMPORARY SCULPTURE EXHIBITION 5 The City Council of the City of Carlsbad, Californi; 6 hereby resolve as follows: 7 1. That certain agreement between the City of Cal 8 hereto marked Exhibit "Att and made a part hereof, is h 10 exhibit of public art in Carlsbad, a copy of which is att 9 and Richard Stephens, as coordinator of a temporary scul 11 approved. 12 2. That the Mayor of the City of Carlsbad is h 13 and all unexpended appropriation within the arts fund shal 17 Civic Arts Fund No. 142-820-1810-3337 for this purpose and tha. 16 3. That funds in the amount of $20,000 are provided 15 of the City of Carlsbad. 14 authorized and directed to execute said agreement for and on b l8 19 i 1 carried forward into the 1989/90 fiscal year. NOW, THEREFORE, BE IT FURTHER RESOLVED that the i 20 as stated above. 21 Council of the City of Carlsbad, California, approves the agrec 22 25 //// 24 //// 23 //// //// 28 //// 27 //// 26 //// /I i 1 2 3 4 5 6 7 8 9 10 11 12 13 14 0 0 PASSED, APPROVED AND ADOPTED at a regular meeting of t: Council of the City of Carlsbad, California, held on the -’ of November , 1989 by the following vote, to wit: AYES: Council Members Lewis, Kulchin, Pettine, Mamaux and NOES: None ABSENT : None m 34. cap= ALETHA L. RAUTENKRANZ, Cityklerk ( SEAL ) 15 II 16 17 18 19 20 21 22 ll 23 24 25 I 26 27 28 1! 0 WHlfll ' "H" AGREEMENT FOR TEMPORARY SCULPTURE EXHIBITION THIS AGREEMENT, made and entered into as of the 17th day of October, 1989, by and between CITY OF CARLSBAD, a municipal corporation, hereinafter referred to as "City" and RICHARD STEPHENS, hereinafter referred to . as "Consultant". RECITALS City requires the services of Richard Stephens to provide the necessary curatorial/coordinating services for preparation of the Third Annual Temporary Sculpture Exhibition; and Consultant possesses the necessary skills and qualifications to provide the services required by City. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Consultant agree as follows: (1) CONSULTANT'S OBLIGATIONS A. Consultant agrees to coordinate a temporary sculpture exhibition in Carlsbad for approximately twelve weeks as described in Consultant's proposal (attached). B. Duties are as follows: 1. Select artistsfor Temporary Sculpture Exhibition to be approved by the Carlsbad Arts Commission. 2. Administer artists contracts, subject to approval by City's Arts Off ice. 3. Arrange for the acquisition of insurance for the artwork, sufficient to cover the full value of every loss. Said policy of insurance shall be submitted to the City's Risk Manager for 1 0 0 approval. 4. Work with appropriate source to obtain permission to use sites. 5. Work with artists and Arts Office to select sites with final 6. Supervise installation and removal of artwork. 7. Write educational information about artists and artwork to be 8. Be available for and assist in planning the opening of .the 9. Document all expenses to be submitted and with final report approval by the Arts Commission. used for publicity purposes and produce brochure. exhibition. before final payment. IO. Complete other related tasks as they arise. (2) CITY’S OBLIGATIONS The City shall assist in securing locations for sculpture and provide guidance where needed. (3) PAYMENT OF FEES 25% On signature of agreement $ 5,000 50% Ten days prior to date of installation as agreed upon by coordinator and Manager of Arts Office $1 0,000 removal of artwork $5,000 25% On final date of exhibition and (4) DURATION OF CONTRACT This agreement shall be for a period of six months. The contract may be extended for a period of up to six additional months by mutual consent. (5) PROGRESS AND COMPLETION The work under this contract will begin within ten (IO) days after receipt of notification to proceed from the City and be completed within six months of that date. Extensions of time may be granted if requested by the Consultant and agreed to in writing by the Arts Office Manager. In consideration of such requests, the Arts Office Manager will give allowance for documented and substantiated 2 0 0 unforeseeable and unavoidable delays not caused by a lack of foresight on the part of the Consultant or delays caused by City inaction or other agencies’ lack of timely action. (6) FEES TO BE PAID TO CONSULTANT The fee payable according lo paragraph (3) shall be $20,000. (7) CHANGES IN WORK If, in the course of this contract, changes seem merited by the Consultant or the City, and informal consultations with the other party indicate that a change in the conditions of the contract is warranted, the Consultant or the City may request a change in contract. Such changes shall be processed by the City in the following manner: A letter outlining the required changes shall be forwarded to the City or Consultant to inform them of the proposed changes along with a statement of estimated changes in charges or time schedule. After reaching mutual agreement on the proposal, a supplemental agreement shall be prepared by the City and approved by the appropriate parties. Such supplemental agreement shall not render ineffective or invalidate unaffected portions of the agreement. Changes requiring immediate action by the Consultant or City shall be ordered by the Arts Office Manager who will inform the Consultant of the necessity of such action and follow up with a supplemental agreement covering such work. (8) COVENANT AGAINST CONTINGENT FEES The Consultant warrants that he has not employed or retained any company or person, other than a bona fide employee working for the Consultant, to solicit or secure this agreement, and the Consultant has not paid or agreed to pay to any 3 0 0 company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift or any other consideration contingent upon, or resulting from, the award or making this agreement. For breach or violation of this warranty, the City shall have the right to annul this agreement without liability, or, in its discretion, to deduct from the agreement price or consideration, or otherwise recover, the full amount of such fee, commission, percentage, brokerage fee, gift or contingent fee. (9) NON-DISCRIMINATION CLAUSE The Consultant shall comply with applicable State and Federal laws regarding non-discrimination. (IO) TERMINATION OF CONTRACT In the event of the Consultant’s failure to prosecute, deliver or perform the work as provided for in this contract, the City may terminate this contract for non- performance by notifying the Consultant by certified mail of the termination of the contract. The Consultant, thereupon, has five working days to deliver said documents owned by the City and all work in progress to the City Arts Manager. The Arts Office Manager shall make a determination of fact based upon the documents delivered to City of the percentage of work which the Consultant has performed which is usable and of worth to the City in having the contract completed. Based upon that finding as reported to the City Council, the Council shall determine the final payment of the contract. (1 1) DISPUTES If a dispute should arise regarding the performance of work under this 4 e m agreement, the following procedure shall be used to resolve any questions of fact . or interpretation not otherwise settled by agreement between parties. Such questions, if they become identified as a part of a dispute among persons operating under the provisions of this contract, shall be reduced to writing by the Consultant or the Arts Office Manager. A copy of such documented dispute shall be forwarded to both parties involved along with recommended methods of resolution which would be of benefit to both parties. The Arts Office Manager or Consultant receiving the letter shall reply to the letter along with a recommended method of resolution within ten (IO) days. If the resolution thus obtained is unsatisfactory to the aggrieved party, a letter outlining the dispute shall be forwarded to the City Council for their resolution through the office of the City Manager. The City Council may then opt to consider the directed solution to the problem. In such cases, the action of the City Council shall be binding upon the parties involved, although nothing in this procedure shall prohibit the parties seeking remedies available to them at law. (12) SUSPENSION OR TERMINATION OF SERVICES This agreement may be terminated by either party upon tendering thirty (30) days written notice to the other party. In the event of such suspension or termination, upon request of the City, the Consultant shall assemble the work product and put same in order for proper filing and closing and deliver said product to City. In the event of termination, the Consultant shall be paid for work performed to the termination date; however, the total shall not exceed the guaranteed total maximum. The City shall make the final determination as to the 5 a 0 portjions of tasks completed and the compensation to be made. Compensation is to be made in compliance with the Code of Federal Regulations. (13) STATUS OF THE CONSULTANT The Consultant shall perform the services provided for herein in Consultant’s own way as an independent contractor and in pursuit of Consultant‘s independenl calling, and not as an employee of the City. Consultant shall be under control ot the City only as to the result to be accomplished and the personnel assigned to the project, but shall consult with the City as provided for in the request for proposal. The Consultant is an independent contractor of the City. The payment made to the Consultant pursuant to this contract shall be the full and complete compensation to which the Consultant is entitled pursuant to this contract. The City shall not make any federal or state tax withholdings on behalf of the Consultant. The City shall not be required to pay any workers’ compensation insurance on behalf of the Consultant. The Consultant agrees to indemnify the City for any tax, retirement contribution, social security, overtime payment, workers’ compensation payment which the City may be required to make on behalf of Consultant or any employee of Consultant for work done under this agreement. The Consultant shall be aware of the requirements of the Immigration Reform and Control Act of 1986 (8 USC Sec. 1101 - 1525) and shall comply with those requirements, including, but not limited to, verifying the eligibility for employment of all agents, employees, subcontractors and consultants that are included in this agreement. 6 0 (14) CONFORMITY TO LEGAL REQUIREMENTS The Consultant shall cause all drawings and specifications to conform to all applicable requirements of law: Federal, State and local. Consultant shall provide all necessary supporting documents, to be filed with any agencies whose approval is necessary. The city will provide copies of the approved plans to any other agencies. (15) OWNERSHIP OF DOCUMENTS All plans, studies, sketches, drawings, reports and specifications as herein required are the property of the City, whether the work for which they are made be executed or not. In the event this contract is terminated, all documents, plans, specifications, drawings, reports and studies shall be delivered forthwith to the City. Consultant shall have the right to make one copy of the plans for his/her records. (16) ASSIGNMENT OF CONTRACT The Consultant shall not assign this contract or any part thereof or any monies due thereunder without the prior written consent of the City. (17) SUBCONTRACTING If the Consultant shall subcontract any of the work to be performed under this contract by the Consultant, Consultant shall be fully responsible to the City for the acts and omissions of Consultant’s subcontractor, as Consultant is for the acts and omissions of persons directly employed by Consultant. Nothing contained in this contract shall create any contractual relationship between any subcontractor 7 a a of Consultant and the City. The Consultant shall bind every subcontractor and every subcontractor of a subcontractor by the terms of this contract applicable to Consultant’s work unless specifically noted to the contrary in the subcontract in question approved in writing by the City. (18) VERBAL AGREEMENT OR CONVERSATION No verbal agreement or conversation with any officer, agent or employee 01 the City, either before, during or after the execution of this contract, shall affect or modify any of the terms or obligations herein contained nor such verbal agreement or conversation entitle the Consultant to any additional payment whatsoever under the terms of this contract. (19) SUCCESSORS OR ASSIGNS Subject to the provisions of paragraph (16), Hold Harmless Agreement, all terms, conditions and provisions hereof shall ensure to and shall bind each of the parties hereto, and each of their respective heirs, executors, administrators, successors and assigns. (20) EFFECTIVE DATE This agreement shall be.effective on and from the day and year first above written for a period of one (1) year. 8 e 0 IN WITNESS WHEREOF, we have hereunto set our hands and seals. 3 CITY OF CARLSBAD BY Mayor ATTEST: City Clerk Title APPROVED AS TO FORM: Assistant City Attorney CONTRACT/STEPHENS.RIC Rev. 1 0/11/89 ' 9