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HomeMy WebLinkAboutSherwood Artworks Inc; 2016-03-04;AMENDMENTN0.2TOEXTENDANDAMENDAGREEMENTFOR INSTALLATION OF ARTWORK SERVICES SHERWOOD ARTWORKS, INC 2 is entered into and effective as of the / 5 HJ day of ___::::'>-..1...K..i...,L,.!,,..&..~~~.....,.---' 2018, extending and amending the agreement dated March 4, 2016 (the'' gr ement") by and between the City of Carlsbad, a municipal corporation, ("City"), and Sherwoo 7\rtworks, Inc. a California corporation, ("Contractor"} (collectively, the "Parties") for installation of artwork services. RECITALS A. On March 4, 2016, the Parties entered into and executed the original Agreement for installation of artwork services; and B. On March 16, 2017, the Parties executed Amendment No. 1 to extend and amend the Agreement one additional year and modified the Scope of Services; and C. The Parties desire to amend the term of the Agreement and to extend the Agreement for an additional period of one year beginning on March 4, 2018; and D. The Parties have negotiated and agreed to a supplemental scope of work and fee schedule, which is attached to and incorporated by this reference as Exhibit "A"; Scope of Services and Fees. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. City will pay Contractor for all work associated with those services described in Exhibit "A'' on a time and materials basis not-to-exceed eight thousand dollars ($8,000). Contractor will provide City invoices sufficiently detailed to include hours performed, hourly rates, and related activities and costs for approval by City, 2. Contractor wi!I complete all work described in Exhibit ''A" by March 3, 2019. 3. All other provisions of the Agreement, as may have been amended from time to time, will remain in full fo,ce and effect. 4. All requisite insurance policies to be maintained by the Contractor pursuant to the Agreement, as may have been amended from time to time, will include coverage for this Amendment Ill Ill Ill City Attorney Approved Version 1/30/13 5. The individuals executing this Amendment 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 Amendment. CONTRACTOR B~ . ~- Stephen Sherwood, President (print name/title) By -P ~ --~/&---(sign ere) Lorraine Sherwood, Director & Secretary (print name/title) CITY OF CARLSBAD, a municipal corporation of the State of California Library & Cultural Arts Director ATTEST: ~tfh1Lvr- City 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) sign ing to bind the corporation. APPROVED AS TO FORM : ::LIA AB;;:i 2ey Attorney Assistant Ci~ey City Attorney Approved Version 1/30/13 2 EXHIBIT "A" 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, and support installations in the Carlsbad Sculpture Garden located at 2955 Elmwood Street, Carlsbad, CA. Contractor shall not perform any construction or electrical work that would require any permit or inspection. Artworks Projects: A Treasured Collection of Haitian Art (February 11 -April 15, 2018) Prom Dress: Seventeen on Being Seventeen (April 29-June 17, 2018) Janell Cannon: Stellaluna (July 2 -August 19, 2018) Beloved Object (Sept 2 -November 11, 2018) Sculpture Garden (June 1 -December 31, 2018) Contractor's Services Mav Include: Total Cost $1,500 $1,500 $1,500 $2,000 $1,500 $8,000 • Building standalone cases, preparing and/or building bases and display cases • Coordinating all details related to packing and unpacking of artwork as directed • 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 for hanging solutions for unique artwork • Recommending and implementing lighting plan for each instaliation • 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 Rate Schedule: Hourly Rate: $65.00 per hour All fees will be paid as specified above. Contractor's invoice(s) will be submitted at the completion of each artwork project for review and approval by the Cultural Arts Manager or designee. Invoices shall be sufficiently detailed to include related activities for approval by City. City Attorney Approved Version 1/30/13 3 SHERW-1 OPID:SM ACORD" CERTIFICATE OF LIABILITY INSURANCE I DATE (MM/DDIYYYY) ~ 01/16/2018 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(les) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER ~~~~~cT Scott McPherson Gateway Insurance Agency iA18N:o Extl: 760-439-1323 I r:i~ Nol: 760-439-6905 207 North Ditmar St Oceanside, CA 92054-1flJ~ss: scott.gatewaycommercial@gmail.com Scott McPherson INSURER($) AFFORDING COVERAGE NAIC# INSURER A ,AmGuard Insurance Companv 42390 INSURED Sherwood Artworks Inc INSURER B: Am Trust Insurance Company 626 Garfield Street INSURER c: Drive Insurance 27804 Oceanside, CA 92054 INSURERO: INSURERE: 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 SUBR POLICYEFF POLICY EXP LIMITS LTR INSD W\/f\ POLICY NUMBER IMMIOOIYYYYI IMM/00/YYYYI A X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 2,000,000 -D CLAIMS-MADE ~ OCCUR LJf\lVJA{,jt TU RtNTED y SHBP758353 12/15/2017 12/15/2018 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 =7 D PRO-0Loc PRODUCTS· COMP/OP AGG $ 4,000,000 POLICY JECT OTHER: $ I AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ 1,000,00C /Ea accident) C X ANYAUTO y 06360593-0 12/15/2017 12/15/2018 BODILY INJURY (Per person) $ -ALL OWNED C--, SCHEDULED AUTOS I AUTOS BODILY INJURY (Per accident) $ -){i NON-OWNED PROPERTYDAMAGE X HIRED AUTOS /Per accident\ ,$ -~--· AUTOS : Deductables $ 50( UMBRELLA LIAB r~ OCCUR EACH OCCURRENCE $ ~ EXCESS LIAB CLAIMS-MADE AGGREGATE $ OED I I RETENTION$ $ WORKERS COMPENSATION I PER I I OTH- AND EMPLOYERS' LIABILITY X STATUTE ER B Y/N WWC3173859 12/15/2017 12115/2018 1,000,000 ANY PROPRIETOR/PARTNER/EXECUTIVE [TI E.L. EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? NIA (Mandatory In NH) E.L. DISEASE· EA EMPLOYEE $ 1,000,000 im:~ftf~g~ tfgPERATIONS below E.L. DISEASE -POLICY LIMIT $ 1,000,000 DESCRIPTION OF OPERATIONS /LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Please See Notes 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 INSURED's NAME Sherwood Artworks Inc SHERW-1 OPID: SM Those usual to the Insured's Operations. Certificate holder an additional insured per form IH1200 attached to this policy. Coverage under this policy shall be primary insurance as respects the City, its officials, employees and volunteers. This policy will not be canceled, materially changed nor the amount of coverage reduced until thirty (30) days after receipt of written notice of cancellation or reduction in coverage by the Library & Cultural Arts Department of the City of Carlsbad, California. All rights of subrogation are waived as respects all additional insureds hereunder. 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 01/16/2018 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 D AMENDMENT NO. 1 TO EXTEND AND AMEND AGREEMENT FOR INSTALLATION OF ARTWORK SERVICES SHERWOOD ARTWORKS, INC No.1 is entered into and effective as of the / /p-H1 day of ----&-+-+'=r,.<-~o_......_L------' 2017, extending and amending the agreement dated March 4 2016 (the "Agreement") by and between the City of Carlsbad, a municipal corporation, ("City"), and Sherwood Artworks, Inc. a California corporation, ("Contractor") (collectively, the "Parties") for installation of artwork services. RECITALS A. The Parties desire to amend the term of the Agreement and to extend the Agreement for an additional period of one year beginning on March 4, 2017; and B. The Parties have negotiated and agreed to a supplemental scope of work and fee schedule, which is attached to and incorporated by this reference as Exhibit "A"; Scope of Services and Fees. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. City will pay Contractor for all work associated with those services described in Exhibit "A" on a time and materials basis not-to-exceed eight thousand dollars ($8,000). Contractor will provide City invoices sufficiently detailed to include hours performed, hourly rates, and related activities and costs for approval by City. 2. Contractor will complete all work described in Exhibit "A" by March 3, 2018. 3. All other provisions of the Agreement, as may have been amended from time to time, will remain in full force and effect. 4. All requisite insurance policies to be maintained by the Contractor pursuant to the Agreement, as may have been amended from time to time, will include coverage for this Amendment. Ill Ill /II /II Ill /II City Attorney Approved Version 1/30/13 5. The individuals executing this Amendment 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 Amendment. CONTRACTOR Stephen Sherwood, President (print name/title) Lorraine Sherwood, Director & Secretary (print name/title) CITY OF CARLSBAD, a municipal corporation of the State of California Library & Cultural Arts Director ATTEST: CL~Kt11.17~ BARBARA ENGLESON City 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: City Attorney Approved Version 1/30/13 2 EXHIBIT "A" SCOPE OF SERVICES AND FEE Contractor will install artworks, design and adjust existing lighting for exhibitions at the William D. Cannon Art Gallery, and support installations in the Carlsbad Sculpture Garden. Contractor shall not perform any construction or electrical work that would require any permit or inspection. 2017 I 2018 Artworks Projects: Infinite Light: A Photographic Meditation on Tibet by Marissa Roth (March 19-May 21, 2017) Americana: The Flag in Popular Culture (June 4-August 13, 2017) Beloved Object (September 3 -November 19, 2017) 2017 Invitational (December 3, 2017-January 29, 2018) Sculpture Garden (May 1 -December 31, 2017) Contractor's Services Mav Include: Total Cost $1,500 $1,500 $2,000 $1,500 $1,500 $8,000 • Building standalone cases, preparing and/or building bases and display cases • Coordinating all details related to packing and unpacking of artwork as directed • 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 for 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 Rate Schedule: Hourly Rate: $65.00 per hour City Attorney Approved Version 1/30/13 3 AGREEMENT FOR INSTALLATION OF ARTWORK SERVICES SHERWOOD ARTWORKS, INC. , .. ."'(HIS AGREEMENT is made ·and entered into as of the ~ day of \.JY\(\ 1\J:;Jt\, , 2016, by and between the CITY OF CARLSAD. a municipal corporation, ("City"), and SHERWOOD ARTWORKS, INC., a California corporation, ("Contractor") for installation of artwork services. RECITALS City requires the professional services of a company that is experienced in the installation, de-installation and lighting of artwork for the William D. Cannon Art Gallery, installation assistance with the Carlsbad Sculpture Garden and artwork installations at City of Carlsbad library facilities. 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 with up to two (2) optional one (1) year extensions for a total of three (3) years. 3. COMPENSATION The total fee payable for the Services to be performed shall not exceed eleven thousand, five hundred dollars ($11 ,500) per Agreement year. 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 (1 0%) 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 attorney's 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. City Attorney Approved Version 1/30/13 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' 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 rating in the Best's Key Rating guide of at least A-:VII OR with a surplus line insurer on the State of California's List of Eligible Surplus Line Insurers (LESLI) with a rating in the latest Best's Key Rating Guide of at least "A:X", 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. Contractor will furnish certificates of insurance to the Contract Department, with endorsements to City prior to City's execution of this Agreement. 7. 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 four categories. 8. 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. 9. 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. 10. 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. 11. 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. 12. 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. City Attorney Approved Version 1/30/13 2 EXHIBIT "A" SCOPE OF SERVICES Contractor will install artworks, design, and adjust existing lighting for exhibitions at the William D. Cannon Art Gallery, and support artwork installations in the Carlsbad Sculpture Garden, Carlsbad City Library on Dove Lane and the Georgina Cole Library. Contractor shall not perform any construction or electrical work that would require any permit or inspection. 2016/2017 Artworks Projects: Robert Pincus Curates $1 ,500 (June 1 to Aug. 21, 2016) House & Home $2,000 (Sept. 4 to Oct. 23, 2016) Cabinet of Curiosities: Deborah Davidson and Christopher Polentz $1,500 (Nov. 5, 2016 to Jan. 8, 2017) Juried Biennial $2,000 (Jan. 21 to March 5, 2017) Fall Exhibition -TBD $1 ,500 (July to Dec. 2016) 2016 Exhibitions at the Sculpture Garden $2,000 (February & June 2016) Library Remodel Artwork Installations $1,000 (February & June 2016) Total Cost $11,500 Contractor's Services Mav Include: • Building standalone cases, preparing and/or building bases and display cases • Coordinating all details related to packing and unpacking of artwork as directed • 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 for 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 requirement an electrician to perform. Rate Schedule: Hourly Rate: $65.00 per hour