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HomeMy WebLinkAboutRendon, Marisol; 2020-09-30;City Attorney Approved Version 6/12/18 1 AGREEMENT FOR LOAN OF ARTWORK & ARTIST SERVICES MARISOL RENDON THIS AGREEMENT is made and entered into as of the ______________ day of ___________________, 2020, by and between the CITY OF CARLSBAD, a municipal corporation, ("City"), and Marisol Rendon a Sole Proprietorship, ("Contractor”/”Lender”). RECITALS City requires the professional services of an Artist to loan artwork to the City for public display in the City’s William D. Cannon Art Gallery, 1775 Dove Lane, Carlsbad, CA. Contractor has the ability to loan the Artwork and the expertise in providing virtual programming services, has submitted a proposal to City and has affirmed its willingness and ability to share their artwork and their artwork knowledge. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. SCOPE OF WORK City retains Contractor to perform, and Contractor agrees to render, those services (the “Services”) that are defined in Exhibit “A” and loan artwork as specified in “Exhibit B”, attached and incorporated by this reference in accordance with the terms and conditions set forth in this Agreement. 2. TERM This Agreement will be effective for a period of one (1) year from the date first above written. 3. COMPENSATION The total fee payable for the Services to be performed will be one thousand five hundred dollars ($1,500). No other compensation for the Services will be allowed except for items covered by subsequent amendments to this Agreement. City reserves the right to withhold a ten percent (10%) retention until City has accepted the work and/or the Services specified in Exhibit “A.” 4. STATUS OF CONTRACTOR Contractor will perform the Services as an independent contractor and in pursuit of Contractor’s independent calling, and not as an employee of City. Contractor will be under the control of City only as to the results to be accomplished. 5. INDEMNIFICATION Contractor agrees to indemnify and hold harmless the City and its officers, officials, employees and volunteers from and against all claims, damages, losses and expenses including attorneys fees arising out of the performance of the work described herein caused by any negligence, recklessness, or willful misconduct of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable. The parties expressly agree that any payment, attorney’s fee, costs or expense City incurs or makes to or on behalf of an injured employee under the City’s self-administered workers’ DocuSign Envelope ID: 952EAB8F-838C-4D6A-9EA4-207BB11391DBDebbie Jo McCoolKaren McGuire Richard Schultz Suzanne Smithson Ed Garbo September 30th City Attorney Approved Version 6/12/18 2 compensation is included as a loss, expense or cost for the purposes of this section, and that this section will survive the expiration or early termination of this Agreement. 6. INSURANCE Contractor will obtain and maintain policies of commercial general liability insurance, automobile liability insurance, a combined policy of workers' compensation, employers liability insurance, and professional liability insurance from an insurance company authorized to transact the business of insurance in the State of California which has a current Best's Key Rating of not less than "A-:VII"; OR with a surplus line insurer on the State of California’s List of Approved Surplus Line Insurers (LASLI) with a rating in the latest Best’s Key Rating Guide of at least “A:X”; OR an alien non- admitted insurer listed by the National Association of Insurance Commissioners (NAIC) latest quarterly listings report, in an amount of not less than one million dollars ($1,000,000) each, unless otherwise authorized and approved by the Risk Manager or the City Manager. Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims- made coverage. The insurance will be in force during the life of this Agreement and will not be canceled without thirty (30) days prior written notice to the City by certified mail. City will be named as an additional insured on General Liability which shall provide primary coverage to the City. The full limits available to the named insured shall also be available and applicable to the City as an additional insured. Contractor will furnish certificates of insurance to the Contract Department, with endorsements to City prior to City’s execution of this Agreement. 7. NOTICES The name of the persons who are authorized to give written notice or to receive written notice on behalf of City and on behalf of Contractor under this Agreement. For City For Contractor Name Richard Schultz Name Marisol Rendon Title Cultural Arts Manager Title Artist Department Library & Cultural Arts Address 1494 Shipley Court City of Carlsbad San Diego, CA 92114 Address 1775 Dove Lane Phone No. 619-325-9724 Carlsbad, CA Email marisolrendon@mac.com Phone No. 760-602-2086 Each party will notify the other immediately of any changes of address that would require any notice or delivery to be directed to another address. 8. CONFLICT OF INTEREST Contractor shall file a Conflict of Interest Statement with the City Clerk in accordance with the requirements of the City of Carlsbad Conflict of Interest Code. The Contractor shall report investments or interests in all categories. Yes No 9. COMPLIANCE WITH LAWS Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment and will obtain and maintain a City of Carlsbad Business License DocuSign Envelope ID: 952EAB8F-838C-4D6A-9EA4-207BB11391DB City Attorney Approved Version 6/12/18 3 for the term of this Agreement. 10. TERMINATION City may terminate this Agreement at any time after a discussion, and written notice to the Contractor. Contractor may terminate this Agreement any time before the artwork is placed for exhibition, after a discussion, and written notice to the City. City will pay Contractor's costs for services delivered up to the time of termination, if the services have been delivered in accordance with the Agreement. 11. CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees it may be subject to civil penalties for the filing of false claims as set forth in the California False Claims Act, Government Code sections 12650, et seq., and Carlsbad Municipal Code Sections 3.32.025, et seq. Contractor further acknowledges that debarment by another jurisdiction is grounds for the City of Carlsbad to terminate this Agreement. 12. JURISDICTIONS AND VENUE Contractor agrees and stipulates that the proper venue and jurisdiction for resolution of any disputes between the parties arising out of this Agreement is the State Superior Court, San Diego County, California. 13. ASSIGNMENT Contractor may assign neither this Agreement nor any part of it, nor any monies due or to become due under it, without the prior written consent of City. 14. AMENDMENTS This Agreement may be amended by mutual consent of City and Contractor. Any amendment will be in writing, signed by both parties, with a statement of estimated changes in charges or time schedule. \\\ \\\ \\\ \\\ \\\ \\\ \\\ \\\ \\\ DocuSign Envelope ID: 952EAB8F-838C-4D6A-9EA4-207BB11391DB City Attorney Approved Version 6/12/18 4 15. AUTHORITY The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Agreement. CONTRACTOR CITY OF CARLSBAD, a municipal corporation of the State of California By: By: (sign here) SUZANNE SMITHSON Library & Cultural Arts Director As Authorized by City Manager Marisol Rendon, Artist (print name/title) ATTEST: By: (sign here) For BARBARA ENGLESON City Clerk (print name/title) If required by City, proper notarial acknowledgment of execution by contractor must be attached. If a corporation, Agreement must be signed by one corporate officer from each of the following two groups: Group A. Group B. Chairman, Secretary, President, or Assistant Secretary, Vice-President CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: For CELIA A. BREWER, City Attorney By: Deputy City Attorney DocuSign Envelope ID: 952EAB8F-838C-4D6A-9EA4-207BB11391DB Audra Mahoney Audra Mahoney City Attorney Approved Version 6/12/18 5 EXHIBIT “A” SCOPE OF SERVICES LENDER will loan artwork to the City to be exhibited in the exhibition “Four Visions: A Celebration of the Year of the Woman” at the CITY’s William D. Cannon Art Gallery, 1775 Dove Lane, Carlsbad, CA as well as provide additional services as described below. 1. CITY’S CONTACT INFORMATION: • Cultural Arts Manager, Richard Schultz, 760-602-2086, Richard.Schultz@Carlsbadca.gov • Curator of Exhibitions, Karen McGuire, 760-602-2022, Karen.McGuire@Carlsbadca.gov • Cultural Arts General Phone # 760-602-2090 *Throughout COVID-19 pandemic, staff may have adjusted hours and work locations. Email may be the initial preferred method of reaching staff. 2. EXHIBIT LOCATION: William D. Cannon Art Gallery, 1775 Dove Lane, Carlsbad, CA 3. ARTWORK LOAN PERIODS • Artwork loan period: September 25, 2020 – March 17, 2021 • Gallery exhibit period: October 4, 2020 – March 7, 2021 LENDER agrees to loan the Artwork specified on the checklist attached as Exhibit "B." The Artwork will remain in the CITY'S possession during the loan period but may be withdrawn from the exhibition at the CITY'S sole discretion. CITY will notify LENDER when any Artwork is withdrawn from the exhibit. CITY and LENDER may agree in writing to extend the duration of this Agreement. Acceptance of the Artwork does not imply that the Artwork will be placed or maintained on public display for the Agreement's exhibit duration. LENDER agrees to loan the Artwork specified on the checklist attached as Exhibit "B" of this Agreement to CITY. 4. TRANSPORTATION AND PACKING LENDER will transport and deliver Artwork and oversee the artwork installation at the Cannon Art Gallery. LENDER certifies that the work to be loaned to the CITY under the terms and conditions of this Agreement is in good condition. CITY shall inspect the Artwork and complete and sign the opening condition report for each piece of Artwork, which will constitute the property's condition at the time of the receipt of the Artwork loan. Any discrepancies, losses, or evidence of damage to the Artwork noted at the time of inspection or at any time while in the CITY'S custody will be reported immediately to the LENDER. LENDER will deliver Artwork to the Cannon Art Gallery by loan start date, as described above. At the end of the exhibition, LENDER will be responsible for picking up ARTWORK within three days, no later than the date described above, unless other written arrangements are made between CITY and LENDER. All drop-off and pickup deliveries shall be coordinated with the CITY's Cultural Arts Manager or Designee. DocuSign Envelope ID: 952EAB8F-838C-4D6A-9EA4-207BB11391DB City Attorney Approved Version 6/12/18 6 5. LENDER Virtual Programming LENDER will be available to participate in virtual exhibition programming such as virtual tours, audio, or on-camera interviews and any media opportunity. All virtual programming will be coordinated in advance with the City's gallery curator and shall constitute “work made for hire” under the United States Copyright Act of 1976 [17 U.S.C. §§ 101, et seq.] and any other applicable law. CITY reserves the right to audio and/or video record and to reproduce and distribute any lecture, reading or speaking engagement, and musical concert or musical Performance performed under this Agreement as virtual programming. City may retain the recording in its files, may replay the recordings for its employees and the public, including the right to post, replay, or broadcast the recordings on the City’s YouTube channel, the City’s cable channel, the City’s Library Facebook Live account, and other similar City internet-based platforms, and may make the recording available for non-circulation use at its library facilities. City shall not sell the recording. City shall provide a copy of the recording to the Performer, upon the Performer’s request. Press Kit Upon execution of Agreement, the LENDER agrees to provide a high-resolution image of self (headshot preferred) and written biography (up to 300 words) as well as four (4) to five (5) high- resolution images of Artwork being shown in the gallery. Images shall be delivered to the City's gallery curator in electronic form immediately upon the Agreement's execution. Warranty of Title LENDER warrants that LENDER is either the owner of the Artwork or the authorized agent of the lawful owner or artist of the Artwork and has the authority to enter into this Agreement and to grant the rights to CITY as set forth in this Agreement. LENDER also warrants that the Artwork (s) is not now or will be subjected to claims of ownership, lien, encumbrance, copyright infringement, or trademark infringement under any state or federal law. LENDER shall indemnify the CITY, its officers, and employees for all damages related to a claim asserting a violation or claim of violation of this Warranty of Title, including reasonable attorney fees and costs. Artwork Withdrawals Lender agrees once Artwork is placed for exhibition, it cannot be withdrawn from an exhibition by the LENDER for any reason. 6. CITY Artwork Installation CITY shall install and exhibit the Artwork. CITY reserves the right to make the final decision on which items will be included in the exhibition, and the arrangement of the exhibit. CITY shall take reasonable steps to preserve the exhibited Artwork against adverse environmental conditions, deterioration, damage, or theft. Artwork Inspection Artwork will be visually inspected upon receipt, and any noticeable damage will be documented on the shipping receipt. Evidence of damage to Artwork while in the CITY'S custody will be reported immediately to the LENDER. CITY may elect to display damaged Artwork if, in CITY'S sole determination, the displaying of the damaged Artwork will not exacerbate the preexisting damage. DocuSign Envelope ID: 952EAB8F-838C-4D6A-9EA4-207BB11391DB City Attorney Approved Version 6/12/18 7 7. REPRODUCTION RIGHTS, PUBLICITY AND PHOTOGRAPHY Except as limited by this Agreement, LENDER retains any or all copyright, licensing, and/or ownership rights to the Artwork available to him/her under state or federal law. In accordance with Section 5 of the Scope of Work, LENDER grants CITY the right to photograph, telecast, or make similar visual reproductions of the Artwork covered by this Agreement for publicity and advertising purposes and other educational purposes and in catalogues or posters that it distributes. CITY agrees to acknowledge the artist on all related print matter, exhibition announcements, publicity releases, invitations, posters, signs, or other promotional or educational materials relating to the Artwork. 8. HEALTH & SAFETY During the COVID-19 health-related pandemic, all activities occurring at City facilities, all Parties must adhere to the guidance from the state, county, and local authorities on health and safety protocols. City staff will inform Artist what the current guidelines are prior to their arrival and entering any City facility. Safety protocols may include, but are not limited to, hand washing, temperature testing, requiring face covering, maintaining physical distancing of six feet. The safety protocols may be modified at any time due to changing rules, regulations, or circumstances. 9. CONTRACTOR FEES / INVOICING Fees The total fee payable for the Services to be performed will be one thousand five hundred dollars ($1,500). Payment Schedule - • 1st Payment $750 Upon Exhibition Opening • 2nd Payment $750 Upon Pickup of Artwork Invoicing & Payment Contractor's invoice will be responsible for submitting invoices for Payment to the City of Carlsbad's Cultural Arts Manager or designee, as designated on the schedule above. All invoices shall be detailed to include related activities. Final invoice approval will be completed by the Library & Cultural Arts Director or designee. DocuSign Envelope ID: 952EAB8F-838C-4D6A-9EA4-207BB11391DB City Attorney Approved Version 6/12/18 8 EXHIBIT “B” William D. Cannon Art Gallery Artwork Loan Lender: Marisol Rendon Lender phone: (619) 325-9724 Lender address: 1494 Shipley Ct., San Diego, CA 92114 Lender email: marisolrendon@me.com Total number of works: 6 Total insurance value: $48,000 1. Title: Internal Voids and External Bridges 1 Insurance Value: $5,000 Size: 72” x 60” Media: Charcoal on paper Year made: 2015 Description: 2d hanging piece Credit line: Marisol Rendon 2. Title: Internal Voids and External Bridges 2 Insurance Value: $5,000 Size: 72” x 60” Media: Charcoal on Paper Year made: 2015 Description: 2d hanging piece Credit line: Marisol Rendon 3. Title: Milk Glass Fountain Insurance Value: $10,000 Size: 156” x 72” Media: Charcoal on paper Year made: 2016 Description: 2d hanging piece Credit line: Marisol Rendon 4. Title: I just want to give myself a little more time, I just want to… Insurance Value: $8,000 Size: 120” x 56” Media: Charcoal on paper, burlap, steel Year made: 2013 Description: 2d drawing with 3d chair Credit line: Marisol Rendon DocuSign Envelope ID: 952EAB8F-838C-4D6A-9EA4-207BB11391DB City Attorney Approved Version 6/12/18 9 5. Title: Rearrangements Series: All New Insurance Value: $10,000 Size: 7’ x 4’ Media: Charcoal on paper Year made: 2020 Description: 2d hanging piece Credit line: Marisol Rendon 6. Title: Rearrangements Series: Why Not Insurance Value: $10,000 Size: 8’ x 4’ Media: Charcoal on paper Year made: 2020 Description: 2d hanging piece Credit line: Marisol Rendon DocuSign Envelope ID: 952EAB8F-838C-4D6A-9EA4-207BB11391DB PRODUCER NUMBER PERSONS INSURED NAMED INSURED DRIVERS POLICY PERIOD 12:01AM 12:01AM AUTOMOBILE POLICY DECLARATIONS IMPORTANT COVERAGE EXCLUSION APPLICABLE TO ALL COVERAGES, INCLUDING BUT NOT LIMITED TO, LIABILITY AND UNINSURED MOTORISTS, PROVIDED NOW OR LATER. MAILING ADDRESS CAR YEAR VEHICLE DESCRIPTION SERIAL NUMBER COST OR VALUE NEW/USED PURCH. DATE H.P./CID CAR LP-AI-LA GA-RO LOSS PAYEES (LP), ADDITIONAL INTERESTS (AI), LOSS PAYEES AND ADDITIONAL INTERESTS (LA), GARAGING ADDRESSES (GA) AND REGISTERED OWNERS (RO) OTHER THAN THOSE LISTED ABOVE. COVERAGES LIMITS OF LIABILITY PREMIUMS NON-FACTORY EQUIPMENT CAR CAR CAR PREMIUMS PER CAR POLICY FEE CAR#ITEMS INSURED LIMIT TOTAL PREMIUM IMPORTANT INFORMATION BODILY INJURY LIABILITY PROPERTY DAMAGE LIABILITY UNINSURED MOTORISTS BODILY INJURY LIABILITY UNINSURED MOTORISTS PROPERTY DAMAGE LIABILITY COLLISION DEDUCTIBLE WAIVER MEDICAL EXPENSE COMPREHENSIVE COLLISION ROADSIDE ASSISTANCE RENTAL CAR BENEFIT ENDORSEMENTS ATTACHED TO THE POLICY $ $ $ $ $ $ $ $ $$$ $$$ EACH PERSON EACH ACCIDENT EACH PERSON EACH ACCIDENT EACH ACCIDENT MAXIMUM DEDUCTIBLE DEDUCTIBLE PER DAY DAYS CAR CAR CAR CAR CAR CAR CAR OCC DRV RAT PRN PTS SD GD M/C SYM CLASS USE MIL FIN FLG GRP CD DOB SR GD A/L A/T DRV DRV PTS STD RES CHG DRV BRK DEV MAILING DATE: U-177 Process Date: LEASE/LOAN GAP COVERAGE CAR CAR CAR CALIFORNIA ASSESMENTS CA FRAUD FEE CIGA FEE Coverage applies only if premium charge is listed below. Coverage/Limits are subject to all policy terms. TOFROM REPAIR OR REPLACEMENT CAR CAR CAR COST COVERAGE PDMK SYM MDL SYM SYL SYM CAR CAR CAR MULTI POL MIL SALV TYP INTERVENOR FEE EACH OCCURRENCE It is agreed that the insurance afforded by this policy shall not apply nor accrue to the benefit of any insured or any third party claimant when any motor vehicle is being used or operated by a person listed below regardless of where the person resides or whether the person is licensed to drive. ITEMS INSURED AND AMOUNTS OF INSURANCE FOR EACH ITEM ARE STATED HEREIN. ITEMS INSURED ARE SUBJECT TO THE DEDUCTIBLE. MARISOL RENDON OBER INGRAM OBER MINI COOPER COUNTRYMA WAG 4DR TOYOTA TUNDRA DOUBLE CA PICKUP 4D MARISOL RENDON OBER *For Non-Towing Services, Limit of Liability is $75 per Occurrence. Maximum 5 Occurrences in total for Towing and Non-Towing services per policy period. EFFECTIVE 04/08/2020 The enclosed Auto Insurance Renewal Bill and the U251 IMPORTANT NOTICE are part of this policy. These specify the amount of your premium, your payment options, any applicable fees, and the due date. Your automobile insurance expires and coverage ceases at 12:01AM on 04/08/2020. Coverage under this policy will become effective provided you pay the premium and any applicable fees as indicated on the Auto Insurance Renewal Bill. If you have any questions, please contact your agent or broker at the phone number provided above. The full pay or installment plan amount includes a prior balance due of $ 155.00 PAY PLAN PAYMENT AMT FEE DUE DATE NEXT PAYMENT FEE DUE DATE Full Pay $1,081.76 NONE 04/07/2020 2 Pay $625.26 $6.00 04/07/2020 $468.50 $6.00 06/20/2020 3 Pay $471.10 $6.00 04/07/2020 $314.33 $6.00 05/21/2020 Same Pay-RCC $317.76 $6.00 04/07/2020 $160.00 $6.00 05/08/2020 Same Pay-EFT $313.76 $2.00 04/07/2020 $156.00 $2.00 05/08/2020 U-10 12/2018 U-179 926.76 100,000 300,000 100,000 25,000 50,000 82 157 24 26 16 26 169 162 4 4 29 29 420 505 3 3 1.76 0401 27 200221824 93 98 HORTON INS AGCY, INC 043281 27 04/08/2020 10/08/2020 1494 SHIPLEY CT SAN DIEGO, CA 92114-3324 1 2014 WMWXD1C5XEWS34678 U 06/2008 2 2011 5TFUY5F12BX207118 N 02/2012 2 LP ONE MAIN FINANCIAL PO BOX 200049 KENNESAW GA 30156 500 500 500 500 40 30 1 1 1 00 N Y 15 26B WS 10 6002 H 1975 N Y 1 3 2 2 00 N Y 16 17B WS 40 6002 H 1975 N Y 1 3 03/09/2020UND: A. Arellano AMOUNT DUE: $ 313.76 DUE DATE: 04/07/2020 03/06/2020 2 POLICY P.O. BOX 606 LEMON GROVE, CA 91946 TELEPHONE:(619) 465-9100 PRODUCER COPY 1 2 1 2 07/2019 MN TY CB TU 24 EL $751 $752 ES N ES N (FOR TOWING SERVICES)* ADocuSign Envelope ID: 952EAB8F-838C-4D6A-9EA4-207BB11391DB WAIVER REQUEST FORM FACTORS IN SUPPORT OF REQUEST TO MODIFY INSURANCE REQUIREMENT(S) Generally, a modification to the coverage requirement will be accepting a lower limit of coverage or waiving the requirement(s). Requested by: (Name and Department) (Date) Proposed modification(s) to the __________________ requirement(s) for (Type of insurance) (Name of contract) Reduce coverage to the amount of: $ . Waive coverage Other: FACTOR(S) IN SUPPORT OF MODIFICATION(S) (check those that apply) Significance of Contractor: Contractor has previous experience with the City that is important to the efficiency of completing the scope of work and the quality of the work-product. [explain] Significance of Contractor: Contractor has unique skills and there are few if any alternatives. [explain: include number of candidates RFP sent to and number responded if applicable] Contract Amount/Term of Contract: $ . Work will be completed over a period of . Professional Liability coverage is not available to this contractor or would increase the cost of the contract by $ [explain]. Other (e.g. explain why exposures are minimal, how exposures are covered in another policy, exposure control mechanisms, and any other information pertinent to your request): Approved by Risk Manager for this contract only: (Signature) (Date) DocuSign Envelope ID: 952EAB8F-838C-4D6A-9EA4-207BB11391DB X Karen McGuire, Library & Cultural Arts September 2, 2020 All activities on this agreement are X Marisol Rendon speaking and loan of artwork in the Cannon Art Gallery, 1775 Dove Lane, Carlsbad, 92011. 9/22/2020