HomeMy WebLinkAboutSaunders, Victoria; 2007-08-13;AGREEMENT FOR PROFESSIONAL SERVICES
(Victoria Saunders)
ut.yu.s
r, ("City X
THIS AGREEMENT is made and entered into as of the /O day of ___^_^^_
_, 2007, by and between the CITY OF CARLSBAD, a municipal corporatioa, ("<£lty ), and
Victoria Saunders, an individual ("Contractor").
RECITALS
City requires the professional services of a contractor that is experienced in writing arts
education curriculum to coincide with exhibitions in the William D. Cannon Art Gallery.
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'1) 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 for a period of six months from the date first
above written.
3. Compensation. The total fee payable for the Services to be performed is not to exceed
two thousand one hundred fifty dollars ($2,150), payable in two installments, (first installment
within ten days of receipt of final version of the resource guide; second installment within ten
days following the training session of staff and volunteers on how to carry out the tour script and
gallery activity). 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. Ownership of Workfs). Excepting such items which are specifically identified by
Contractor as proprietary trade secrets, any and all scripts, lesson plans, field survey notes,
computations, and other materials and documents (collectively "Work(s)") prepared by
Contractor in the performance of this Agreement shall be the property of City from the moment
of their preparation, and Contractor shall deliver such materials and documents to City, upon
request.
Contractor shall have the right to make duplicate copies of such materials and
documents for its own file or for other purposes the City may agree as to in writing.
6. Titles and Copyright Assignment. Contractor and City intend this to be an Agreement for
Services and each considers the deliverable product (Work) and results of the Services to be
rendered by Contractor hereunder to be a work made-for-hire. Contractor acknowledges and
agrees that the Work (and all rights therein, including, without limitation, copyright) belongs to
and shall be the sole and exclusive property of City.
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If for any reason the Work would not be considered a work made-for-hire under
applicable law, Contractor does hereby sell, assign, and transfer to City, its successors and
assigns, the entire right, title and interest in and to the copyright in the Work and any
registrations and copyright applications relating thereto and any renewals and extensions
thereof, and in and to all works based upon, derived from, or incorporating the Work, and in and
to all income, royalties, damages, claims and payments now or hereafter due or payable with
respect thereto, and in and to all causes of action, either in law or in equity for past, present, or
future infringement based on the copyrights, and in and to all rights corresponding to the
foregoing throughout the world.
If the Work is one to which the provisions of 17 U.S.C. 106A apply, the Contractor hereby
waives and appoints City to assert on the Contractor's behalf the Contractor's moral rights or any
equivalent rights regarding the form or extent of any alteration to the Work (including, without
limitation, removal or destruction) or the making of any derivative works based on the Work,
including, without limitation, photographs, drawings or other visual reproductions or the Work, in
any medium, for City purposes.
Contractor agrees to execute all required documents and to perform such other proper
acts, as City may deem necessary to secure for City or its designee the rights herein assigned.
7. Indemnification for Intellectual Property Infringement. Contractor agrees to defend,
indemnify and hold harmless City, its elected officials, employees and agents from and against
any claim, action, proceeding, liability, loss, damage, cost or expense, including, without
limitation, reasonable attorneys' fees, as provided herein, arising out of any claim that the
Contractor's Works, products, services and/or deliverables, or any part of them, infringes upon
or otherwise violates any copyright, trade secret, trademark, service mark, patent, invention,
proprietary information, or other rights of any third party, or that City's use of them otherwise
violates this Section [collectively referred to for purposes of this Section as "Infringement
Claims(s)"], by paying all amounts that a court finally awards or that Contractor agrees to in
settlement of such Infringement Claim(s), as well as any and all expenses or charges arising
from such Infringement Claim(s), including reasonable attorneys' fees, as they are incurred by
City or any other party indemnified under this Section.
City also agrees that, if the use or operation of the Contractor's Works, products,
services and/or deliverables, or any part of them, becomes, or in Contractor's opinion is likely to
become, the subject of an Infringement Claim(s), City will permit Contractor, at Contractor's
option and expense for all associated costs, either to procure the right for City to continue to use
Contractor's Works, products, services and/or deliverables, or part thereof, or to replace or
modify them with another item of comparable quality and performance capabilities to become
non-infringing, provided such replacement or modification does not cause the product, services
and/or deliverables, or any part thereof, to fail to comply with any of the requirements of this
Agreement, including but not limited to, all functionality, technical specifications and performance
warranties.
In the event City's ongoing use of Contractor's Work's, products, services and/or
deliverables, or any part of them, is the subject of any act by a third party arising from an
Infringement Claim that would preclude or impair City's use of Contractor's Works, products,
services and/or deliverables (e.g., injunctive relief), or if City's continued use of them may
subject it to punitive damages or statutory penalties, City shall give written notice to Contractor of
such fact(s). Upon notice of such facts, Contractor shall procure the right for City to continue to
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use the Works, products, services and/or deliverables, or part thereof, or replace or modify the
Works, products, services and/or deliverables of comparable quality and performance
capabilities to become non-infringing.
If Contractor fails to complete the remedial acts set forth above within forty-five (45)
calendar days of the date of the written notice from City, City shall have the right to take such
remedial acts it determines to be reasonable to mitigate any impairment of its use of Contractor's
Works, products, services and/or deliverables or damages (hereafter referred to as "City's
Remedial Acts"). Contractor shall indemnify City for all amounts paid and direct and indirect
costs associated with City's Remedial Acts. Failure by Contractor to pay such amounts within
ten (10) calendar days of invoice by City shall, in addition to and cumulative to all other
remedies, entitle City to immediately withhold payments due Contractor under this Agreement up
to the amount paid in connection with City's Remedial Acts.
8. Indemnification - General. 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'
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.
9. 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-:V in an amount of not less than five hundred
thousand dollars ($500,000) each, unless otherwise authorized and approved by the City
Attorney 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
and Automobile liability. Contractor will furnish certificates of insurance to the Contract
Department, with endorsements to City prior to City's execution of this Agreement.
10. Conflict of Interest. City will evaluate Contractor's duties pursuant to this Agreement to
determine whether disclosure under the Political Reform Act and City's Conflict of Interest Code
is required of Contractor or any of Contractor's employees, agents or subcontractors. Should it
be determined that disclosure is required, Contractor or Contractor's employees, agents, or
subcontractors will complete and file with the City Clerk those schedules specified by City and
contained in the Statement of Economic Interests Form 700.
11. 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.
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12. 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.
13. 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 sea., 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.
14. Venue and Jurisdiction. 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.
15. 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.
16. 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.
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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
Tctoria Saunfleni^sign here)
/ictoria Saunders (print riame/title)
"By:
(e-mail address)
(sign here)
(print name/title)
CITY OF CARLSBAD, a municipal
corporation of the State of California
By:
City Manager
ATTEST:
>RRAINEM. WOO
iity ClerlM
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(e-mail address)
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 officers) signing to bind the corporation.
APPROVED AS TO FORM:
RONALD/R^BALLCrty'Attorney
Deputy City Attorney
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EXHIBIT A
Scope of Work
Working in conjunction with Arts Education Coordinator and Gallery Curator, the Contractor will
produce a Resource Guide, Tour Script, and Related Gallery Activity Materials for the exhibition,
"Natural Connections: Joanne Hayakawa and Gail Roberts," which will be presented at the
William D. Cannon Art Gallery from August 12 through October 18, 2007.
The Resource Guide is designed to be used by 3rd- and 4th-grade teachers to help them prepare
their students for an on-site visit to the William D. Cannon Art Gallery and includes:
• Details about visiting the Gallery
• Introduction to the Exhibition
• Information about the artists and artwork on display
• Pre- and post-visit lesson plans, with a master copy of 5 - 7 images related to the
Exhibition and the lesson plans
• Bibliography
All materials must be aligned with the Visual and Performing Arts Content Standards for
California Public Schools for grades 3 and 4.
Contractor will deliver final version (approved by the Cultural Arts Office's Arts Education
Coordinator) of the Resource Guide to the Cultural Arts Office for printing by August 16, 2007.
The Tour Script and Related Gallery Activity Materials are designed to be used by the William D.
Cannon Art Gallery staff during the on-site visits of the students. Contractor will deliver final
version (approved by the Cultural Arts Office's Arts Education Coordinator) to the Cultural Arts
Office by August 22, 2007.
Contractor will also provide training to staff and volunteers on how to carry out the Tour Script
and Related Gallery Activity Materials at the Cannon Art Gallery on August 28, 2007 from 9am to
11:30am.
The total fee payable shall be $2,150.
No other compensation for services will be allowed.
- First payment: $1,550 payable within ten days of receipt of final version of the
resource guide
- Second payment: $ 600 payable within ten days following the training session of
staff and volunteers on how to carry out the tour script and
gallery activity
City Attorney Approved Version #11.28.06