HomeMy WebLinkAboutMeyer, Nicholas J.; 2022-12-08; PSALCA-23060CACity Attorney Approved Version 6/12/18
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AGREEMENT FOR LOAN OF ARTWORK & ARTIST SERVICES
AT THE CARLSBAD SCULPTURE GARDEN
NICHOLAS J. MEYER
THIS AGREEMENT is made and entered into as of the ______________ day of
___________________, 2022, by and between the CITY OF CARLSBAD, a municipal
corporation, ("City"), and Nicholas J. Meyer, a Sole Proprietorship, ("Contractor”/”Lender”/”Artist”)
(collectively, the “Parties”.)
RECITALS
City requires the professional services of an artist to loan artwork to the City for public
display in the City of Carlsbad Sculpture Garden, 2955 Elmwood Street, Carlsbad, CA, 92008.
Contractor has the ability to loan the Artwork and is available for various speaking engagements
and/or instructional and outreach events, has submitted a proposal to City and has affirmed its
willingness and ability to share their artwork and their artwork knowledge.
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” and loan of Artwork as specified in “Exhibit B”, 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 no more than twenty-four (24) months from the
date first above written.
3. COMPENSATION
The total fee payable for the Services to be performed will be five thousand dollars ($5,000). No
other compensation for the Services will be allowed except for items covered by subsequent
amendments to this Agreement.
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
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.
PSALCA-23060CA
DocuSign Envelope ID: E1E6927C-5292-48C9-9598-433A6A3D322E
December
8th
City Attorney Approved Version 6/12/18
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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 Best's 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 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. 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.NOTICES
The name of the persons who are authorized to give written notice or to receive written notice on
behalf of City and on behalf of Contractor under this Agreement.
For City For Contractor
Name Richard Schultz Name Nicholas J. Meyer
Title Cultural Arts Manager Title Contractor/Artist/Lender
Department Library & Cultural Arts Address 31915 Rancho California Rd., 290
Temecula, CA 92591
Address
City of Carlsbad
1775 Dove Lane Phone No. 858-342-6315
Carlsbad, CA 92011 Email njmeyerart@gmail.com
Phone No. 442-339-2086
Each party will notify the other immediately of any changes of address that would require any
notice or delivery to be directed to another address.
8.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 categories.
Yes No
9.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.
PSALCA-23060CA
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10. TERMINATION
City may terminate this Agreement at any time after a discussion, and written notice to the
Contractor. Contractor may terminate this Agreement any time before the artwork is placed for
exhibition, after a discussion, and written notice to the City. 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.
11.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.
12.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.
13. 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.
14. 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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15. 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 CITY OF CARLSBAD, a municipal
corporation of the State of California
By:By:
(sign here) SUZANNE SMITHSON
Library & Cultural Arts Director
As Authorized by City Manager
NICHOLAS J. MEYER, Artist
(print name/title)
ATTEST:
By:
(sign here) For FAVIOLA MEDINA
City Clerk Services Manager
(print name/title)
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. Group B.
Chairman,Secretary,
President,or Assistant Secretary,
Vice-President 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:
For CINDIE K. MCMAHON, City Attorney
By:
Deputy / Assistant City Attorney
PSALCA-23060CA
DocuSign Envelope ID: E1E6927C-5292-48C9-9598-433A6A3D322E
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EXHIBIT “A”
SCOPE OF SERVICES
Lender will loan artwork to the City to be exhibited in the outdoor City of Carlsbad Sculpture
Garden, 2955 Elmwood Street, Carlsbad, CA, 92008 and provide additional services as
described below.
1.CITY’S CONTACT INFORMATION
Cultural Arts Manager, Richard Schultz, 442-339-2086, richard.schultz@carlsbadca.gov
Community Arts Coordinator, Tonya Rodzach, 442-245-0502, tonya.rodzach@carlsbadca.gov
Cultural Arts General Phone, 442-339-2090
*Email may be the initial preferred method of reaching staff.
2. EXHIBIT LOCATION
City of Carlsbad Sculpture Garden, 2955 Elmwood Street, Carlsbad, CA, 92008
3. ARTWORK LOAN PERIODS
Artwork loan period: Jan. 23, 2023 to Sept. 12, 2024
Sculpture Garden exhibit period: Feb. 7, 2023 to Aug. 30, 2024
Lender agrees to loan the Artwork specified on the checklist attached as Exhibit "B." The
Artwork will remain in the City’s possession during the loan period but may be withdrawn from
the exhibition at the City’s sole discretion. City will notify Lender when any Artwork is withdrawn
from the exhibit. City and Lender may agree in writing to extend the duration of this Agreement.
Acceptance of the Artwork does not imply that the Artwork will be placed or maintained on
public display for the Agreement's exhibit duration.
Lender agrees to loan the Artwork specified on the checklist attached as Exhibit "B" of this
Agreement to City.
4. TRANSPORTATION AND PACKING
Lender will transport and deliver Artwork for installation at the City's Sculpture Garden and
provide details as to any special requirements for display or installation. City will select and
arrange for the artwork installer for the project. Lender certifies that the work to be loaned to the
City under the terms and conditions of this Agreement is in good condition and meets the loan
image submitted to the City. The City shall inspect the Artwork and complete and sign the
opening condition report for each piece of Artwork, which will constitute the property's condition
at the time of the receipt of the Artwork loan. Any discrepancies, losses, or evidence of damage
to the Artwork noted at the time of inspection or at any time while in the City's custody will be
reported immediately to the Lender.
Lender will deliver Artwork to the City’s Sculpture Garden by loan start date, as described
above. At the end of the exhibition, Lender will be responsible for picking up Artwork within a
predetermined date that is agreed upon by both parties and within ten (10) business days after
the close of the exhibition, no later than the date described above, unless other written
PSALCA-23060CA
DocuSign Envelope ID: E1E6927C-5292-48C9-9598-433A6A3D322E
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___________(Artist’s Initials)
PSALCA-23060CA
arrangements are made between City and Lender. All drop-off and pickup deliveries shall be
coordinated with the City's Cultural Arts Manager or Designee.
5. LENDER
CITY reserves the right to audio and/or video record and to reproduce and distribute any
lecture, reading or speaking engagement, and musical concert or musical Performance
performed under this Agreement as virtual programming. City may retain the recording in its
files, may replay the recordings for its employees and the public, including the right to post,
replay, or broadcast the recordings on the City’s YouTube channel, the City’s cable channel, the
City’s Library Facebook Live account, and other similar City internet-based platforms, and may
make the recording available for non-circulation use at its library facilities. City shall not sell the
recording. City shall provide a copy of the recording to the Artist, upon the Artist’s request.
Press Kit
Upon execution of Agreement, the Lender agrees to provide a high-resolution image of self
(headshot preferred) and written biography (up to 300 words) as well as four (4) to five (5) high-
resolution images of Artwork. Images shall be delivered to the City's Cultural Arts Manager or
Designee in electronic form immediately upon the Agreement's execution.
Warranty of Title
Lender warrants that Lender is either the owner of the Artwork or the authorized agent of the
lawful owner or artist of the Artwork and has the authority to enter into this Agreement and to
grant the rights to City as set forth in this Agreement. Lender also warrants that the Artwork(s) is
not now or will be subjected to claims of ownership, lien, encumbrance, copyright infringement,
or trademark infringement under any state or federal law. Lender shall indemnify the City, its
officers, and employees for all damages related to a claim asserting a violation or claim of
violation of this Warranty of Title, including reasonable attorney fees and costs.
Artwork Withdrawals
Lender agrees once Artwork is placed for exhibition, it cannot be withdrawn from an exhibition
by the Lender for any reason.
Model Release
For valuable consideration, receipt of which is hereby acknowledged, I hereby assign all rights
to my portrait, picture, videotape and sound recording (collectively “Images”) of me or in which I
may be included intact or in part, composite or distorted in character or form, without restriction,
to the City of Carlsbad, a municipal corporation, and I hereby authorize the reproduction,
copyright, exhibition, broadcast, cablecast, Internet posting, and/or distribution through any and
all media now or hereafter known of said Images without limitation for purpose of this use.
I waive the right to any fees, royalties or control, now or in the future, and I grant full permission
for the use of my Image including, without limitations, name, likeness, performance, voice and
biography, for the purpose of publicizing, advertising or promoting any City of Carlsbad matter
or program. I hereby relinquish any right that I may have to examine or approve the completed
product or products or the advertising copy or printed matter that may be used in conjunction
therewith or the use to which it may be applied.
DocuSign Envelope ID: E1E6927C-5292-48C9-9598-433A6A3D322E
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Payment Schedule -
1st Payment $4,000 Upon Artwork delivery and completion of installation
2nd Payment $1,000 Upon de-installation and pick-up of Artwork
Invoicing & Payment. Contractor will be responsible for submitting invoices for Payment to the
City of Carlsbad's Cultural Arts Manager or Designee, as designated on the schedule above. All
invoices shall be detailed to include related activities. Final invoices approval will be completed
by the Library & Cultural Arts Director or Designee.
PSALCA-23060CA
6.CITY
Artwork Installation
City shall install and exhibit the Artwork. City reserves the right to make the final decision on
which items will be included in the exhibition, and the arrangement of the exhibit. City shall take
reasonable steps to preserve the exhibited Artwork against adverse environmental conditions,
deterioration, damage or theft.
Artwork Inspection
Artwork will be visually inspected upon receipt, and any noticeable damage will be documented
on the shipping receipt. Evidence of damage to Artwork while in the City’s custody will be
reported immediately to the Lender. Artwork can be installed into a concrete pad or other
identified surface with two to four points of connection. City may elect to display damaged
Artwork if, in City’s sole determination, the displaying of the damaged Artwork will not
exacerbate the preexisting damage.
7.REPRODUCTION RIGHTS, PUBLICITY AND PHOTOGRAPHY
Except as limited by this Agreement, Lender retains any or all copyright, licensing, and/or
ownership rights to the Artwork available to him/her under state or federal law.
In accordance with Section 5 of the Scope of Work, Lender grants City the right to photograph,
telecast, video production, social media coverage or make similar visual reproductions of the
Artwork covered by this Agreement for publicity and advertising purposes and other educational
purposes and in catalogues or posters that it distributes.
City agrees to acknowledge the artist on all related print matter, exhibition announcements,
publicity releases, invitations, posters, signs, or other promotional or educational materials
relating to the Artwork.
8.HEALTH & SAFETY
During the COVID-19 health-related pandemic or other related circumstance, all activities
occurring at City facilities, all Parties must adhere to the guidance from the state, county, and
local authorities on health and safety protocols. City staff will inform Lender what the current
guidelines are prior to their arrival and entering any City facility. Safety protocols may include,
but are not limited to, hand washing, temperature testing, requiring face covering, maintaining
physical distancing of six (6) feet. The safety protocols may be modified at any time due to
changing rules, regulations or circumstances.
9.CONTRACTOR FEE / INVOICING
Fee. The total fee payable for the Services to be performed will be five thousand dollars
($5,000) in two payment installments.
DocuSign Envelope ID: E1E6927C-5292-48C9-9598-433A6A3D322E
Carlsbad Sculpture Garden Loan Details, 2023/24
Carlsbad Sculpture Garden Loan Detail
Artist Name Nico Meyer, M.S., P.E.
Address 31915 Rancho California Rd., 290
Temecula, CA, 92591
Phone number 858-342-6315
Email njmeyerart@gmail.com
Title of Artwork Portal Ripple 2
Media Aluminum and powder coated steel
Description Sculpture representing a ripple within a seeming portal that
transforms as one circles around the piece. The two layered set of
colored panels creates a transforming experience.
Year Made 2022
Credit Line, lent by self
Insurance Value $55,000
Size, Dimensions Dimensions at the base are 1’-2 ¾” wide x 3’-6” long which can fit
both across and diagonally in the 4’ x 4’ concrete pad
Overall Weight <600 lbs
Handling Requirements
(including, but not limited to pick
points if hoisting is required to
mount to attachment point)
This can be handled by hand but should be strapped for safety during
lifting and maneuvering. It can be strapped at the top point to guide
lifting into place for ease.
Installation Details:
Desired anchorage and
attachment specs
(i.e. wedge anchors, pins or epoxy)
4 post installed anchors (wedge: Strong built 2) or epoxy anchors at
the corners of the base are required.
PSALCA-23060CADocuSign Envelope ID: E1E6927C-5292-48C9-9598-433A6A3D322E
( City of
Carlsbad
Carlsbad Sculpture Garden Loan Details, 2023/24
Selected Work of Art
*Proposed design concept.
*Final artwork will be viewed by Cultural Arts staff by the end of December, 2022 to confirm that the
sculpture meets the requirements and imagery above.
PSALCA-23060CA
DocuSign Envelope ID: E1E6927C-5292-48C9-9598-433A6A3D322E
WAIVER REQUEST FORM
FACTORS IN SUPPORT OF REQUEST TO MODIFY INSURANCE REQUIREMENT(S)
Generally, a modification to the coverage requirement will be accepting a lower limit of coverage or waiving the requirement(s).
Requested by: Tonya Rodzach, Community Coordinator, Library & Cultural Arts Dept. November 3, 2022
(Name and Department) (Date)
Proposed modification(s) to the General Liability requirement(s) for ARTIST (Type of insurance) (Name of contract)
Reduce coverage to the amount of: $ . Waive coverage
Other:
FACTOR(S) IN SUPPORT OF MODIFICATION(S)
(check those that apply)
Significance of Contractor: Contractor has previous experience with the City that is important to the efficiency of completing the scope of work and the quality of the work-product. [explain]
Significance of Contractor: Contractor has unique skills and there are few if any alternatives. [explain:
include number of candidates RFP sent to and number responded if applicable]
Contract Amount/Term of Contract: $ . Work will be completed over a period of .
Professional Liability coverage is not available to this contractor or would increase the cost of the contract by
$ [explain].
Other (e.g. explain why exposures are minimal, how exposures are covered in another policy, exposure control mechanisms, and any other information pertinent to your request):
All onsite interviews on this Agreement are speaking engagement and/or instructional outreach events taking place at the Carlsbad Sculpture Garden, located at 2955 Elmwood Street, Carlsbad, 92008. Each event would have no audience and adherence to Health and Safety requirements provided by the city.
Approved by Risk Manager for this contract only: (Signature) (Date)
H:\WORD\Insurance\Admin Order #68.doc
06/15/2006 27
DocuSign Envelope ID: E1E6927C-5292-48C9-9598-433A6A3D322E
12/5/2022
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Form_SCTNID_CTGRY.XX0713VOI_OTHER
<docindex><index>VOI</index></docindex>
PROGRESSIVE P.O. BOX 31260 TAMPA, FL 33631
NAIC Company Code: 11770 Policy Number: 933348218
Underwritten by:
United Financial Cas Co
Policyholder:
Nicholas J Meyer
Page of 1 1
November 22, 2022
Customer Service
24 hours a day, 7 days a week
1-800-776-4737
Verification of Insurance for
Nicholas J Meyer
This verification of insurance is not an insurance policy and does not amend, extend or alter the coverage afforded by
the policies listed herein. Notwithstanding any requirement, term or condition of any contract or other document with
respect to which this verification of insurance may be issued or may pertain, the insurance afforded by the policies
described herein is subject to all the terms, exclusions and conditions of the policies.
Please accept this letter as verification of insurance for this policy.
Policy and driver information……………………………………………………………………………………………………………………………………Policy number: 933348218 ……………………………………………………………………………………………………………………………………Policy state: California ……………………………………………………………………………………………………………………………………Policy period: Nov 4, 2022 - May 4, 2023 ……………………………………………………………………………………………………………………………………There was no lapse in coverage during this policy period. ……………………………………………………………………………………………………………………………………Effective date: Nov 4, 2022 ……………………………………………………………………………………………………………………………………Drivers: Nicholas J Meyer Insured Driver
Address: ……………………………………………………………………………………………………………………………………
31915 Rancho California Rd.
200-290
Temecula, CA 92591
Vehicle information ……………………………………………………………………………………………………………………………………Vehicle: ……………………………………………………………………………………………………………………………………Vehicle identification number:
2008 DODGE SPRINTER 2500
WD0PE745685227133
Coverage information……………………………………………………………………………………………………………………………………Liability To Others
Bodily Injury Liability $50,000 each person/$100,000 each accident
Property Damage Liability $50,000 each accident
Deductible: ……………………………………………………………………………………………………………………………………Comprehensive Actual Cash Value $1,000
Deductible: ……………………………………………………………………………………………………………………………………Collision Actual Cash Value $1,000
Form VOI (07/13)
DocuSign Envelope ID: E1E6927C-5292-48C9-9598-433A6A3D322E
PROGREIIIVE ~
0/RECTAuto