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HomeMy WebLinkAboutMike Stivers DBA Mike Stivers Design; 2024-10-03; PSALCA-24075LIBPSALCA-24075LIB City Attorney Approved Version 6/5/2024 Page 1 AGREEMENT FOR ANTHOLOGY BOOK DESIGN SERVICES MIKE STIVERS DBA MIKE STIVERS DESIGN THIS AGREEMENT is made and entered into as of the ______ day of _____________, 2024, by and between the City of Carlsbad, California, a municipal corporation ("City") and Mike Stivers DBA Mike Stivers Design, a sole proprietorship ("Contractor”), (collectively, the “Parties”.) RECITALS City requires the professional services of a consultant that is experienced in creating, designing, and compiling an anthology book and developing unique illustrations to compliment the literary works included in the anthology. 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 for a period of one (1) year(s) from the date first above written. 3.COMPENSATION The total fee payable for the Services to be performed during the initial Agreement term shall not exceed eight thousand five hundred dollars ($8,500). 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 Performance. Contractor agrees to defend (with counsel approved by the City), indemnify, and hold harmless the City and its officers, elected and appointed 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 willful misconduct or negligent act or omission 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. Docusign Envelope ID: E7839792-14D7-48AC-8B86-63BC0BC6C490 October3rd PSALCA-24075LIB City Attorney Approved Version 6/5/2024 Page 2 If Contractor’s obligation to defend, indemnify, and/or hold harmless arises out of Contractor’s performance as a “design professional” (as that term is defined under Civil Code section 2782.8), then, and only to the extent required by Civil Code Section 2782.8, which is fully incorporated herein, Contractor’s indemnification obligation shall be limited to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor, and, upon Contractor obtaining a final adjudication by a court of competent jurisdiction. Contractor’s liability for such claim, including the cost to defend, shall not exceed the Contractor’s proportionate percentage of fault. 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. Warranty of Title. Contractor warrants that Contractor is either the owner of the illustrations, images, concept, design, or any other intellectual property created as part of the Contractor’s services for the anthology titled “Waves of Inspiration” (“Artwork”), or Contractor is the authorized agent of the lawful owner or artist of the Artwork, and has the authority to enter into this Agreement and to grant rights to the City as set forth in this Agreement. Contractor also warrants that the Artwork is not now and will not be subject to claims of ownership, lien, encumbrance, or intellectual property infringement, including but not limited to copyright and trademark infringement, under any state or federal law. Contractor shall defend (with counsel approved by the City), indemnify, and hold harmless the City and its officers, elected and appointed officials, employees and volunteers from and against all claims, damages, losses and expenses including attorneys fees related to any claim asserting a violation or potential claim of violation under this Warranty of Title. 6.GRANT OF RIGHTS Contractor understands, acknowledges, and agrees that any intellectual property rights to the Artwork developed by Contractor as part of this Agreement belongs to the City. Contractor grants the City, its officers, elected and appointed officials, employees, volunteers, and agents the right to publish, reproduce, circulate, display, transmit, and distribute the Artwork created as part of this Agreement to the public across all mediums, including printed and digital forms, whether directly or through a vendor, contractor, or subcontractor. 7. 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 Docusign Envelope ID: E7839792-14D7-48AC-8B86-63BC0BC6C490 PSALCA-24075LIB City Attorney Approved Version 6/5/2024 Page 3 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. 8.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 Sheila Crosby Name Mike Stivers Title Deputy Library Director Title Project Manager / Owner Department Library & Cultural Arts Address 3521 Hastings Drive City of Carlsbad Carlsbad, CA 92010 Address 1775 Dove Lane Phone No. 619-843-8497 Carlsbad, CA 92011 Email Mike@mikestivers.com Phone No. 442-339-5520 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. 9.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 as required in the City of Carlsbad Conflict of Interest Code. Yes ☐ No ☒ If yes, list the contact information below for all individuals required to file: Name Email Phone Number 10.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. Docusign Envelope ID: E7839792-14D7-48AC-8B86-63BC0BC6C490 PSALCA-24075LIB City Attorney Approved Version 6/5/2024 Page 4 11.CALIFORNIA AIR RESOURCES BOARD (CARB) ADVANCED CLEAN FLEETS REGULATIONS Contractor’s vehicles with a gross vehicle weight rating greater than 8,500 lbs. and light-duty package delivery vehicles operated in California may be subject to the California Air Resources Board (CARB) Advanced Clean Fleets regulations. Such vehicles may therefore be subject to requirements to reduce emissions of air pollutants. For more information, please visit the CARB Advanced Clean Fleets webpage at https://ww2.arb.ca.gov/our-work/programs/advanced-clean-fleets. 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 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. 14.JURISDICTIONS AND VENUE This Agreement shall be interpreted in accordance with the laws of the State of California regardless of conflict of laws principles. 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.THIRD PARTY RIGHTS Nothing in this Agreement should be construed to give any rights or benefits to any party other than the City and Contractor. 17. 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. 18.ENTIRE AGREEMENT This Agreement, together with any other written document referred to or contemplated by it, along with the purchase order for this Agreement and its provisions, embody the entire Agreement and understanding between the parties relating to the subject matter of it. In case of conflict, the terms of the Agreement supersede the purchase order. Neither this Agreement nor any of its provisions may be amended, modified, waived or discharged except in a writing signed by both parties. This Agreement may be executed in counterparts. /// Docusign Envelope ID: E7839792-14D7-48AC-8B86-63BC0BC6C490 PSALCA-24075LIB City Attorney Approved Version 6/5/2024 Page 5 18.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 Mike Stivers DBA Mike Stivers Design, a sole proprietorship of the State of California By: By: (sign here) SUZANNE SMITHSON Library & Cultural Arts Director As authorized by the city manager MIKE STIVERS, Owner (print name/title) ATTEST: By: For SHERRY FREISINGER, City Clerk (sign here) By: Deputy City Clerk (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 City Attorney Docusign Envelope ID: E7839792-14D7-48AC-8B86-63BC0BC6C490 PSALCA-24075LIB City Attorney Approved Version 6/5/2024 Page 6 EXHIBIT A SCOPE OF SERVICES AND FEE WAVES OF INSPIRATION – ANTHOLOGY Contractor shall work with City through concept and design of an 80–100 page anthology book featuring poems and short stories along with artwork and imagery to support the writings in the anthology, all of which will be inspired by the book’s title, “Waves of Inspiration,” and the book’s theme. 1.CITY’S CONTACT INFORMATION •Deputy Library Director, Sheila Crosby, 442-339-5520, sheila.crosby@carlsbadca.gov •Community Outreach Supervisor, Sandra Riggins, 442-339-5511, sandra.riggins@carlsbadca.gov •Library administration 442-339-2011 2.CONTRACTOR DELIVERABLES Contractor will create, design, compile, and assemble the layout of an anthology book for the City that features poems and short stories from various program learners participating in the City’s Literacy Program. Additionally, Contractor will provide illustrations, imagery, and artwork to support and compliment the literary works included in the anthology book. The Contractor agrees to deliver an anthology book that is fully ready to be published with pages that measure 7” x 9” and in a format specified by the City for submission to a City selected publishing or printing company or platform. Contractor will provide opportunities for the City to add input during regular check-ins. 3.PROJECT TIMELINE •Start in late-September – Contractor receives program learner stories /poems from City. •October through November – Parties to check-in on a timely basis as agreed upon in writing to discuss progress and provide feedback/input. Check-ins shall occur a minimum of once per month, but more if requested by the City. •Late November – Contractor to seek final approval and deliver final product. Any adjustments to the timeline will be agreed to in writing in an amendment to this Agreement. 4.HEALTH & SAFETY During any health-related pandemic, all Parties must adhere to the guidance from the state, county, and local authorities on health and safety protocols. City staff will inform artists 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, and maintaining physical distancing of six feet. The safety protocols may be modified at any time due to changing rules, regulations, or circumstances. /// /// /// Docusign Envelope ID: E7839792-14D7-48AC-8B86-63BC0BC6C490 PSALCA-24075LIB City Attorney Approved Version 6/5/2024 Page 7 5.MONETARY FEES Payment Schedule Activity / Amount Initial Payment (50%) A payment of $4,250 payable two weeks after execution of the Agreement. Progress Payment (25%) A payment of $2,125 due upon approval of final design layout. Final Payment (25%) A payment of $2,125 due at delivery of final product. TOTAL (100%) $8,500 All invoices shall be submitted to City’s Deputy Library Director or Designee and shall be sufficiently detailed to include related activities and costs. Final invoice approval will be completed by City's Library & Cultural Arts Director or Designee. Docusign Envelope ID: E7839792-14D7-48AC-8B86-63BC0BC6C490 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. OTHER: (Per accident) (Ea accident) $ $ N / A SUBRWVDADDLINSD THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIODINDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS AUTOSAUTOSNON-OWNEDHIRED AUTOS SCHEDULEDALL OWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATIONAND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED?(Mandatory in NH) DESCRIPTION OF OPERATIONS belowIf yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCE DAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD MTTU Hiscox Inc. d/b/a/ Hiscox Insurance Agency in CA 5 Concourse Parkway Suite 2150 Atlanta GA, 30328 (888) 202-3007 contact@hiscox.com Hiscox Insurance Company Inc 10200 Michael Stivers 3521 Hastings Drive Carlsbad, CA 92010 City of Carlsbad 1775 Dove Lane Carlsbad, CA 92011 The City of Carlsbad, its officials, employees and volunteers must be named as an additional insured with respect to liability arising out of activities performed by or on behalf of the Named Insured (General Liability only). The full limits available to the named insured shall also be available and applicable to the City as an ad ditional insured. 09/20/202509/20/2024P103.916.580.1Y X A X X 2,000,000 100,000 5,000 0 2,000,000 S/T Gen. Agg. 09/26/2024 Docusign Envelope ID: E7839792-14D7-48AC-8B86-63BC0BC6C490 ACORD® I ~ I -~ □ - - =7 □ □ - -- -~ -~ -H I I I I I □ I Hiscox Insurance Company Inc. Policy Number: Named Insured:Endorsement Number: Endorsement Effective: THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CG 20 26 07 04 © ISO Properties, Inc.,2004 Page 1 of 1 ADDITIONAL INSURED – DESIGNATED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s) Information required to complete this Schedule, if not shown above, will be shown in the Declarations. Section II – Who Is An Insured is amended to in-clude as an additional insured the person(s) or organi-zation(s) shown in the Schedule, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omis-sions of those acting on your behalf: A. In the performance of your ongoing operations; or B. In connection with your premises owned by or rented to you. P103.916.580.1 Michael Stivers 27 09/25/2024 City of Carlsbad, Library and Cultural Arts Department Docusign Envelope ID: E7839792-14D7-48AC-8B86-63BC0BC6C490 ~'ti HISCOX 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: (Name and Department) (Date) Proposed modification(s) to the __________________ requirement(s) for (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): Approved by Risk Manager for this contract only: (Signature) (Date) Sheila Crosby, Library & Cultural Arts 9/3/2024 Auto Mike Stivers n n 8,500 one year n Work will be handled virtually, with minimal risk. Worker's compensation waiver will be completed, too. PSALCA-24075LIB Docusign Envelope ID: E7839792-14D7-48AC-8B86-63BC0BC6C490 10/2/2024 □ □ □ □ □ Docusign Envelope ID: E7839792-14D7-48AC-8B86-63BC0BC6C490 CERTIFICATE OF EXEMPTION WORKERS' COMPENSATION/EMPLOYERS' LIABILITY INSURANCE Mike Stivers owner I, ________________ , am the _______________ _ [insert name] [title] Mike Stivers OBA Mike Stivers Design of _____________ _ Mike Stivers Design I hereby certify that __________ _ [ name of company] [ name of company] has no employees and is not required by law to maintain workers' compensation or employers' Mike Stivers Design liability insurance. Should _________________ employ any person [ name of company] design graphic work during the term of the Agreement with the City of Carlsbad for ___________ _ [ description of project or work that is being contracted] then workers' compensation and employers' liability insurance will be obtained. [Name] Mike Stivers Design [Title and name of company or corporation]