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HomeMy WebLinkAboutSherwood Artworks Inc; 2019-05-13;AGREEMENT FOR INSTALLATION OF ARTWORK SERVICES SHERWOOD ARTWORKS, INC. RECITALS day of a municipal corporation, City requires the professional services of a company that is experienced in the installation, de-installation and lighting of artwork. Contractor has the necessary experience in providing these professional services, has submitted a proposal to City and has affirmed its willingness and ability to perform such work. 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", 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 from the date first written above, for a period of one (1) year. 3. COMPENSATION The total fee payable for the Services to be performed shall not exceed eight thousand dollars ($8,000). 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" Incremental payments, if applicable, should be made as outlined in attached 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' City Attorney Approved Version 6/12118 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 Name Richard Schultz Title Cultural Arts Manager Department Library & Cultural Arts City of Carlsbad Address 1775 Dove Lane Carlsbad, CA 92011 Phone No. 760-602-2086 For Contractor Name Stephen Sherwood Title President Address 626 Garfield Street Oceanside, CA 92054 Phone No. 949-933-9998 Email sherwoodartwork@me.com 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. YesD No ■ City Attorney Approved Version 6/12/18 2 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 for the term of this Agreement. 10. TERMINATION City or Contractor may terminate this Agreement at any time after a discussion, and written notice to the other party. 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. \\\ \\\ \\\ \\\ \\\ \\\ \\\ \\\ \\\ \\\ 3 City Attorney Approved Version 6/12/18 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 Stephen Sherwood, President (print name/title) (sign here) Lorraine Sherwood, Director & Secretary (print name/title) CITY OF CARLSBAD, a municipal corporation of the State of California By: /I!~iMzf ~Q~ Library & Cultural Arts Director ATTEST: \ ifITTj)a tm'-m~,0 ~ARBARA ENGLESON U · vity Clerk 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. Chairman, President, or Vice-President Group B. Secretary, Assistant Secretary, 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: CELIA A. BREWER, City Attorney By:_lttJ_L __ Assistant City Attorney City Attorney Approved Version 6/12/18 4 EXHIBIT "A" SCOPE OF SERVICES SCOPE OF SERVICES AND FEE Contractor will install artworks, design and adjust existing lighting for exhibitions at the William D. Cannon Art Gallery located at 1775 Dove Lane, Carlsbad, CA, support installations in the Carlsbad Sculpture Garden located at 2955 Elmwood Street, Carlsbad, CA, and provide installation support at other City facilities on an as needed basis. Contractor shall not perform any construction or electrical work that would require any permit or inspection. Contractor's services may include: • Consulting on placement of artwork • Handling and installing artwork in a professional manner, including the selection and installation of appropriate hanging and security devices • Consulting and implementing hanging solutions for unique artwork • Recommending and implementing lighting plan for each installation • Adjust existing lighting or placement of lighting for display of artwork • Contractor shall not perform any electrical work that would require an electrician to perform Coordination of work: All project work will be coordinated and preapproved by the City's Gallery Curator and/or the Cultural Arts Manager prior to the work commencement. Rate Schedule: Hourly Rate: $65.00 per hour All invoices shall be submitted in a timely manner with job details such as number of workers, number of hours, brief description of activity and hourly rate as specified in this document. Invoices shall be forwarded to City's Gallery Curator and/or the Cultural Arts Manager for review and approval. City Attorney Approved Version 6/12/18 5 SHERW-1 OP ID: PM ACORD' CERTIFICATE OF LIABILITY INSURANCE I DATE (MM/DD/YYYY) ~ 01/02/2019 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER($), 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 ~~~?cT Paula Meeks Gateway Insurance Agency iA~gNJo Extl: 760-439-1323 I r:,~ Nol: 760-439-6905 207 North Ditmar St Oceanside, CA 92054-l~l~~ss: paulat@aatewayautoandhome.com Scott McPherson INSURER{Sl AFFORDING COVERAGE NAIC# INSURER A: Am Guard Insurance Company 42390 INSURED Sherwood Artworks Inc INSURER B: Am Trust Insurance Company 626 Garfield Street INSURER c: Progressive Insurance (Drive) 27804 Oceanside, CA 92054 INSURER D: 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 TYPE OF INSURANCE ADDL ISUBR ,&8hlE~1 POLICY EXP LIMITS LTR IM<:n IW\tn POLICY NUMBER (MM/DD/YYYYl A X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 2,000,000 -~ CLAIMS-MADE 0 OCCUR U1'MAGI:: I u t-<l::N I 1::U y SHBP758353 12/15/2018 12/15/2019 PREMISES (Ea occurrence\ $ 1,000,000 X Business Owners MED EXP (Any one person) $ 10,000 -PERSONAL & ADV INJURY $ 2,000,000 -GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 4,000,000 ./ Fl 0PRO-□LOC PRODUCTS -COMP/OP AGG $ 4,000,000 POLICY JECT OTHER: $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ 1,000,000 I-/Ea accident\ C X ANY AUTO y 06360593-0 12/15/2018 12/15/2019 BODILY INJURY (Per person) $ I-ALL OWNED ~ SCHEDULED AUTOS AUTOS BODILY INJURY (Per accident) $ I-x X NON-OWNED PROPERTY DAMAGE $ HIRED AUTOS AUTOS (Per accident\ -I-Deductibles $ 50( UMBRELLA LIAB HOCCUR EACH OCCURRENCE $ -EXCESS LIAB CLAIMS-MADE AGGREGATE $ OED I I RETENTION$ $ WORKERS COMPENSATION XI ~f~TUTE I I OTH- AND EMPLOYERS' LIABILITY ER B YIN WWC3173859 12/15/2018 12/15/2019 1,000,000 ANY PROPRIETOR/PARTNER/EXECUTIVE CT] E.L. EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? N/A (Mandatory In NH) E.L. DISEASE -EA EMPLOYEE $ 1,000,000 ~m:~rt-¥~3~ o10PERATIONS below E.L. DISEASE -POLICY LIMIT $ 1,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS/ VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached If more space Is required) Coverage is primary and any insurance carried b~ additional insured is excess and non contributing per endorsement C 20010413. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE The City of Carlsbad THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. its officials, employees and volunteers AUTHORIZED REPRESENTATIVE 1775 Dove Lane ~ Carlsbad, CA 92011 I © 1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25 (2014/01) The ACORD name and logo are registered marks of ACORD NOTEPAD 1NsuRE□·s NAME Sherwood Artworks Inc SHERW-1 OP ID: PM Those usual to the Insured's Operations. Certificate holder is an additional insured per form IH1200 attached to this policy. This policy has been endorsed with BP 04 51 01 06 California Additional Insured-Automatic Status -Blanket Additional Insureds. This policy has been endorsed with CG20010413 This insurance is Primary and Non-Contributory. PAGE 2 Date 01/02/2019 POLICY NUMBER: SHBP758353 BUSINESSOWNERS BP 04 48 01 06 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED -DESIGNATED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: BUSINESSOWNERS COVERAGE FORM SCHEDULE Name Of Additional Insured Person(s) Or Organization(s): The City of Carlsbad its officials, employees and volunteers Information required to complete this Schedule, if not shown above, will be shown in the Declarations. The following is added to Paragraph C. Who Is An Insured in Section II -Liability: 3. Any person(s) or organization(s) shown in the Schedule is also an additional insured, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omis- sions or the acts or omissions of those acting on your behalf in the performance of your ongoing operations or in connection with your premises owned by or rented to you. BP 04 48 01 06 © ISO Properties, Inc., 2004 Page 1 of 1 □