Loading...
HomeMy WebLinkAboutSherwood Artworks Inc; 2015-01-06;AGREEMENT FOR INSTALLATION OF ARTWORK SERVICES SHERWOOD ARTWORKS, INC. THIS AGREEMENT is made and entered into as of the day of January 20/5'. by and between the CITY OF CARLSBAD, a municipal corporation, ("Cify"), 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. 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 three (3) optional one (1) year extensions for a total of four (4) years. 3. COMPENSATION The total fee payable for the Services to be perfonned will not exceed seven thousand five hundred dollars ($7,500) 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 (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 underthe 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. 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 1/30/13 compensation is included as a loss, expense or cost for the purposes ofthis 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, automobiie liability insurance, a combined policy of workers' compensation, employers liabiiity 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 ofat 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 ofthis 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 Liabiiity which shall provide primary coverage to the City. Contractor will furnish certificates of insurance to the Contract Department, with endorsements to City priorto City's execution ofthis 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 Cartsbad 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 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 tennination, ifthe 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 CaHsbad 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, 13. AMENDMENTS This Agreement may be amended by mutual consent of City and Contractor. Any amendment will City Attorney Approved Version 1/30/13 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 Contractorto the terms and conditions ofthis Agreement. CONTRACTOR SHERWOOD ARTWORKS, INC., a California corporation CITY OF CARLSBAD, a municipai corporation ofthe State of California By: 5rEPHEhJ >SHBRWOOO/f=RBS/bEAjT (print name/title) Heather Pizzuto Library & Cultural Arts Director ATTEST: (sign here) LORRA^MCS HER \Noob/'i>iREcn)R ¥^ecRs TJ^% forint name/titled / DAKDAKA t 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 Attomey City Attorney City Attorney Approved Version 1/30/13 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE §1189 State of California County of '^^ir\r^ Ot O^O On O^. T,"^ '2o\uy beforeme, Dafe } Here Insert personally appeared Name(s) of Signer(s) t A/ame and Title oftheOfficer I CMKEGUOOEN | CornnWon #20(4705 c *M^rMlc-CM)mia | I >«8gi^M|rCdmm.BviresANa.l7,20U | P/ace Notary Seal Above who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature: ignature of Notary Public OPTIONAL Though this section is optional, completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document. Description of Attached Document Title or Type of Document: I <M<^Te<:v^f^v3i? ^'g:?<Y\'V Document Date: Number of Pages: ^ Signer(s) Other Than Named Above: \2-2--7- Capacity(ies) Claimed by Signer(s) Signer's Name: • Corporate Officer — Title(s): • Partner — • Limited • General • Individual • Attorney in Fact • Trustee • Guardian or Conservator • Other: Signer's Name: • Corporate Officer — Title(s): • Partner — • Limited • General • Individual • Attorney in Fact • Trustee • Guardian or Conservator • Other: Signer Is Representing: Signer Is Representing: © 2013 National Notary Association • www.NationalNotary.org • 1-800-US NOTARY (1-800-876-6827) Item #5907 EXHIBIT "A" SCOPE OF SERVICES Contractor will install artworks and design and carry out a lighting plan forthe following exhibitions at the William D. Cannon Art Gallery located at 1775 Dove Lane, Carlsbad, CA 92011. 2015 EXHIBITIONS Simply Beautiful: Photographs from National Geographic Feb. 22-May 17, 2015 On Your Own Time: The National Arts Program at Carlsbad May 28-June 14, 2015 Drawn: Selections from West Coast Drawing June 28-Aug. 16, 2015 Food for Thought: A Celebration of Food in Art Sept. 6-Nov. 8, 2015 2015 Invitational Nov. 8-Dec. 31, 2015 Contractor's Services Mav Include: • Building new walls if necessary, preparing and/or building bases and display cases • Coordinating all details related to packing and unpacking of problematic artwork • 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 Rate Schedule Hourly Rate: $65.00 per hour City Attorney Approved Version 1/30/13