HomeMy WebLinkAboutGail M. Goldman Associates LLC; 2015-07-17;AGREEMENT FOR PUBLIC ART CONSUL TAT ION SERVICES
GAIL M. GOLDMAN ASSOCIATES, LLC
THIS AGREEMENT (hereinafter "Agreement") is made and entered into as of the
/7...ff-. day of .:Tu !¥ . 20 l S , by and between the CITY OF
CARLSBAD, a municipal corporation;«City'), and Gail M. Goldman Associates LLC, a Limited
Liability Corporation, ("Contractor").
RECITALS
City requires the professional services of a consultant that is experienced in public art
planning and development. 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 seNices (the
"Services") that are defined in Exhibit "A". attached hereto and incorporated herein 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.
The pa11ies may renew this Agreement by.mutual consent and in writing for three (3) additional
one (1) year periods, by giving written notice of such renewal to the other party no sooner than
sixty (60) days before the end date of the current Agreement term, requesting an additional term
period. The parties will prepare a written amendment indicating the effective date and length of
the extended Agreement term.
3. COMPENSATION
The total fee payable for the Services to be performed shall not exceed five thousand dollars
($5.000). 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."
increrr.entai payme:'lt~, if ar:>plicab!e, \\ill be made as out!i!led in attached Exhibit "A".
4. STATUS OF CONTRACTOR
Contractor will periorm 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 attomey'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 411115
The parties expressly agree that any payment. attorney's lee, costs or expense City incvrs or
m akes 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 thi s 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 Besfs 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 othtl1wise authorized and approved by thil Risk Manager or the City Man&ger. Contractor
will obtain occurrence coverage, excluding Professional Liability, which will be wrillen as claims-
m ade 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. CONFLICT OF INTEREST
On City's request, 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. COMPUANCE 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 Ucense
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
terminati;>n, if the s<:;vicss ho·•e been delivered i11 accordance wi!h 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, el seq. Contractor further acknowledges
that debannent by another jurisdiction Is grounds for the City of Carlsbad 1o terminate this
Agreement.
11. JURISDICTIONS AND VENUE
This Agreement shall be governed, interpreted, construed and enforced in accordance with the
laws or the State of canfornia. Contractor agrees that the proper venue for resolution of any
disputes between the parties arising out of this Agreement is the Superior Court of California, North
County Judicial District, San Diego County, California.
City Attorney Appro..ed Version 4/1/15
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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.
13. 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.
14. 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,
Gail M. Goldman Associates, LLC, a
Cali rnia Company
By: ,_...'"""""'
(si n here)
CITY Of CARLSBAD, a municipal
corporation of the State of California
By:
__\~~=~'B...;;t!;tf~®~--··---··-Director
Heather Pinuto Ga-1/ H-G.!'/d' mAn;,
·•··· (print name/title) ,Pn /7?(.?/U
ATTEST:
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 411/15
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EXHIBIT "A"
SCOPE OF SERVICES
Contractor shall provide advice, guidance, and options about the city's public art collection in
general, donation offers, and public art projects upon request in accordance with the terms,
covenants, and C()nditions of the City of Carlsbad's Art in Public Places Program and all
applicable Federal, State and local laws. rules, and regulations. Each public art consultation
project task description issued to the Contractor by C~y shall be made part of the Agreement
and shall be subject to the terms and conditions of this Agreement Con1ractor shall prepare
and submit to City a detailed estimate identifying the services to be performed and the project
costs. Prior to initiation of any project work by Contractor. the City's Cultural Arts Manager or
designee shall discuss the project and total fee with Contractor. Contractor must be available to
perform the project services within the identified parameters.
Contractor's services may include:
• Consulting on public art project development and implementation
• Development of RFQ or RFP solicitations and distribution of information
• Consulting on selection of artists
• Making recommendations related to the commission and placement of public art
• Researching and recommending materials for proposed artworks
• Reviewing and advising on all details related to s~e preparation and installation
• Review of oonservation plans and other related aspects of a public art project
• Advising project team members regarding public art projects
Fees for services:
Public art consultation services: One Hundred Fifty dollars per hour ($150/hour}.
Fees will be paid on a project task basis and will be based on Contractor's rates as specified
above. Contractor's Invoice will be submitted for payment to the City of Carlsbad's Cultural Arts
Manager or designee, upon completion of work on a monthly basis. Invoices shall be
sufficiently detailed !o incl:.:do ~>:lated aclivitioe and costs for approval by City.
City Attorney Approved VetS ion 411 It 5
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