HomeMy WebLinkAboutYang-Hellewell, Elizabeth; 2008-08-19;AGREEMENT FOR PROFESSIONAL SERVICES
(Elizabeth Yang-Hellewell)
THIS AGREEMENT is made and entered into as of the ' ' day of
_, 20 '# , by and between the CITY OF CARLSBAD, a municipal corporation, ("<£rty"), and
Elizabeth Yang-Hellewell, 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") 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
sbove 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, (within ten days of
receipt of final version of the resource guide and within ten days of receipt of the final version of
the gallery guide, tour script and related materials. 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. 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
rriakes 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
City Attorney Approved Version #11.28.06
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.
7. 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.
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. 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.
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.
City Attorney Approved Version #11.28.06
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
"By:
CITY OF CARLSBAD, a municipal
corporation) of the^tate of^California
Elizabeth Yang-HelfeweTl (sign here)
yA<v/t»-
Elizabeth Yang-Hellewell (print name/title)
(e-mail address)
If required by City, proper notarial acknowledgment of execution by contractor must
Corporation. Agreement must be signed by one corporate officer from each of the following<tw» groups,c
'' V
LO
City Clerk
*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:
RONALD LL, City Attorney
ity Attorney
City Attorney Approved Version #11.28.06
EXHIBIT A
Scope of Work
Working in conjunction with Arts Education Coordinator and Gallery Curator, the Contractor will
produce a Resource Guide, Gallery Guide, Tour Script, Related Gallery Activities and Materials
for the exhibition: "Sleeping Beauties: African Headrests" which will be presented in the William
D. Cannon Art Gallery.
The Resource Guide is designated to be used by third- and fourth-grade teachers to help them
prepare their students for an on-site visit to the William D. Cannon Art Gallery and includes:
o Details about visiting the Gallery
6> Introduction to the Exhibition
o Information about the artists and artwork on display
e> Pre- and post-visit lesson plans, with a master copy of 5 to 7 images related to the
Exhibition and the lesson plans
0 Bibliography
All materials must be aligned with the Visual and Performing Arts Content Standards for
California Public Schools for grades 3 and 4.
For the "Sleeping Beauties: African Headrests" exhibition, the Contractor will deliver the 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 21, 2008.
The Tour Script, Gallery Guide and Related Gallery Activities and 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 the final version (approved by the Cultural Arts Office's Arts Education
Coordinator) to the Cultural Arts Office by August 25 to September 5, 2008.
Contractor will provide training to staff and volunteers on how to carry out the Tour Script,
Gallery Guide and Related Gallery Activity Materials at the William D. Cannon Art Gallery on
September 9, 2008 from 9am to 11:30am.
Payment Schedule:
The total fee payable shall be $2150.
No other compensation for services will be allowed.
<s> First payment: $1550 payable within ten days of receipt of the final version of the
"Sleeping Beauties: African Headrests" Resource Guide
o Second payment: $600 payable within ten days following the training session of
staff and volunteers on how to carry out the "Sleeping
Beauties: African Headrests" Tour Script, Gallery Guide
and Related Gallery Activities.
City Attorney Approved Version #11.28.06