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HomeMy WebLinkAbout1991-02-05; City Council; Resolution 91-48W .- 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 e 0 RESOLUTION NO. 9 1 - 4 8 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CARLSBAD,CALIFORNIA, APPROVING CONTRACTS BETWEEN THE CIN OF CARLSBAD AND ARTISTS JAN SANCHEZ, DELOSS MCGRAW AND ELLEN ZIEGLER INCORPORATING ARTWORK IN THE SOUTH CARLSBAD LIBRARY The City Council of the City of Carlsbad, California, does hereby resolve a: follows: 1. That certain contracts between the City of Carlsbad and artists Jar Sanchez, Deloss McGraw, and Ellen Ziegler for the design and executior of public art to be incorporated in the new Library, copies of which arc attached hereto and marked "Exhibit AI and made a part hereof, arc hereby approved. The Mayor of the City of Carlsbad is hereby authorized and directed tc execute said contracts for and on behalf of the City of Carlsbad. That funds in the amount of $70,000 be transferred from the General Fun( undesignated fund balance to Public Art Fund Account No. 142-820-1 81 0 3335 and appropriated for artwork for the new Carlsbad Library. 2. 3. NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Carlsbad, California, authorizes expenditures from the Public Art Fund (account no. 142 820-1 81 0-3335). PASSED, APPROVED AND ADOPTED, at a regular meeting of the City Council of the City of Carlsbad, California, held on the - 5th day of -I Feb 1991, by the following vote to wit: AYES: NOES: None ABSENT: None Council Members Lewis, Kulchin, Larson, Nygaard and Stant lerk KAREN X. KUNDTZ, Assistant City Clerk 1 -. e 0 AGREEMENT FOR DESIGN AND EXECUTION OF PUBLIC ARTWORK ._ This agreement is entered into by the City of Carlsbad, a municipal corporati hereinafter referred to as "CITY" and DELOSS MCGRAW, hereinafter referred to as "ARTIST". RECITALS WHEREAS, the CITY is implementing a public art program pursuant to Carlsb Municipal Code Chapter 2:18 by allocating funds for the placement of artwork in put: places and authorizing payment for the design, execution, and placement of such WOI of art; and WHEREAS, the CITY wants to purchase certain public artwork, hereinafter referred to the "ARTWORK", to be installed at the South Carlsbad Library, hereinafter referred to the "SITE" (Exhibit "A')); and WHEREAS, the ARTIST has been selected, pursuant to procedures adopted by the CI- to create the ARTWORK and funds have been allocated for that purpose; NOW, THEREFORE, the CITY and the ARTIST, for the consideration and under 1 conditions hereinafter set forth, agree as follows: 1. ARTIST'S OBLIGATIONS (a) The ARTIST shall, to the best of his artistic ability, design, fabrica construct and install the ARTWORK. (b) The ARTIST shall create the ARTWORK takins into consideration the nati of the SITE, the surrounding community, the amount of money allocated for t ARTWORK by the CITY ( a total of $50,000, to include both DESIGN and execution oft ARTWORK as shown in Exhibit IC'), and the amount of maintenance required. (c) The ARTIST shall create the ARTWORK taking into consideration the saft of the public, including, but not limited to, the safety of persons travelling on public rig1 of way. (d) The ARTIST shall create the ARTWORK in a manner which conforms regulations of all public agencies with jurisdiction over the SITE or the ARTWORK and all other applicable laws, regulations and standards, including but not limited to, feder state, and local. Revised 117 -. e 0 (e) The ARTIST shall meet regularly with CITY staff, including but not limited the Municipal Projects Manager, Project Manager and Arts Office Manager (Exhibit "E to insure the design and implementation of the ARTWORK complies with all provisic of this agreement. -- (f) Within 60 days after the execution of this agreement by the CITY, 1 ARTIST shall submit to the Carlsbad Arts Commission a design concept, hereina referred to as "DESIGN", in a tangible form. The Arts Commission shall withir reasonable time, following the submission of the DESIGN, approve or disapprove . DESIGN. If the DESIGN is disapproved, the ARTIST may submit a second DESIGN the Carlsbad Arts Commission within 60 days. The Arts Commission shall notify ARTIST within a reasonable time whether it approves or disapproves the second DESK If the Arts Commission disapproves, the contract shall terminate with payment made the ARTIST as shown in EXHIBIT "C' and all DESIGN materials shall be returned to ARTIST. In that event, neither party shall have further obligation to the other, with exception of the ARTIST'S obligations under the hold harmless and indemnity provisic of this agreement. (9) The DESIGN shall specify materials, dimensions, finish, color, and any ot information which is necessary for the preparation of working drawings. The DESI shall also include the maintenance requirements and installation method contempla by the ARTIST and an estimate of their cost. The DESIGN shall include a model, model is necessary to present a meaningful representation of the design. This will mutually agreed upon by the Arts Office Manager and the ARTIST in advance. (h) The ARTIST shall furnish all supplies, materials and equipment necess for preparation of the DESIGN and execution of the ARTWORK. After approval, the ARTIST shall submit the DESIGN to Cardwellflhoma Associates, hereinafter referred to as the "ARCHITECTS", for preparation of work drawings if the Municipal Projects Manager determines working drawings are necess The ARTIST shall meet with the ARCHITECTS as necessary to insure 1 the working drawings correctly depict the DESIGN and meet the acceptance stand: of the CITY as interpreted by the City Engineer. (i) (j) (k) After approval of the DESIGN pursuant to Section 1 (9, the ARTIST I furnish to the Arts Office Manager a tentative schedule for completion of fabrication installation of the ARTWORK, including a schedule for the submission of progress repc After written approval of the schedule by the Arts Office Manager, the ARTIST I fabricate, transport and install the ARTWORK in accordance with such schedule. S schedule may be amended by written agreement between the Arts Office Mana Municipal Projects Manager and the ARTIST. Revised -? e 0 (9) The ARTIST shall, at the option of the Arts Office Manager, meet with 1 general public or representatives of the media to discuss the design of the ARTWOF The ARTIST shall not release any information to the public related to the servic performed under this agreement without advance written permission of the Arts Off Manager. (r) ._ The risk of loss or damage to the ARTWORK shall be borne by the ART1 until final acceptance, and the ARTIST shall take such measures as are necessary protect the ARlWORK from loss or damage until final acceptance; except that the r of loss or damage shall be borne by the CITY prior to final acceptance during sc periods of time as the partially or wholly completed ARTWORK is in the custody, coni or supervision of the CITY or its agents for the purposes of transporting, storing, install, or performing any other ancillary services to the ARTWORK. 2. CITY'S OBLIGATION§ (a) The CITY shall make available to the ARTIST background information on SITE, if requested by the ARTIST. (b) The CITY shall make payment to the ARTIST as shown in Exhibit "C". 1 represents payment in full. The total fee is $50,000 which includes sales tax if requi and all travel and transportation expenses of the ARTIST. (c) A plaque identifying the ARTIST, the title of the ARTWORK, if any, and year of the ARTWORK'S completion will be displayed in the immediate vicinity of installed ARTWORK at the expense of the CITY. (d) The CITY shall provide pedestals as specified by the ARTIST and agrc to by the ARCHITECTS and the Municipal Projects Manager. 3. TIME EXTENSIONS The City will grant a reasonable extension of time to the ARTIST in the eb that there is a delay on the part of the CITY in performing its obligations under agreement, or if conditions beyond the ARTIST'S control or acts of God render tin performance of the ARTIST'S services impossible or unexpectedly burdensome. Fai to fulfill contractual obligations due to conditions beyond either party's reasonable cor will not be considered a breach of contract; provided that such obligations shall suspended only for the duration of such conditions. 4. TERMINATION If either party to this agreement shall willfully or negligently fail to fulfill in a tir and proper manner, or otherwise violate, any of the covenants, agreements or stipulati Revised ' ''1 0 0 material to this agreement, the other party shall thereupon have the right to terminate this agreement by giving written notice to the defaulting party of its intent to terminate specifying the grounds for termination. The defaulting party shall have (30) days after receipt of the notice to cure the default. If it is not cured, then this agreement shall terminate. In the event of default by the CITY, the CITY shall compensate the ARTIST for all services performed by the ARTIST prior to termination according to the schedule shown in Exhibit "C". In the event of default by the ARTIST, all finished and unfinishec drawings, sketches, photographs, and other work products prepared and submitted 01 prepared for submission by the ARTIST under this agreement shall at the CITY'S optior become its property, provided that no right to fabricate or execute the ARTWORK shal pass to the CITY and the CITY shall compensate the ARTIST according to the scheduk shown in Exhibit 'IC1 for all services performed by the ARTIST prior to default Notwithstanding the previous sentence, the ARTIST shall not be relieved of liability to thc CITY for damages sustained by the CITY by virtue of any breach of this agreement by tht ARTIST, and the CITY may reasonably withhold payments to the ARTIST until such timt as the exact amount of such damages due the CITY from the ARTIST is determined. 5. OWNERSHIP OF MATERIAL SUBMllTED ._ All materials submitted relating to the ARTWORK or the DESIGN are the propert of the CITY, 6. OWNERSHIP OF THE ARTWORK Title to the completed ARTWORK immediately vests in the CITY upon completior along with all rights of ownership, possession and control. Prior to completion of th ARTWORK, CITY shall have the right, at its option, to claim ownership, possession an control of the uncompleted portions of the ARTWORK which are on the SITE. 7. REPRODUCTION RIGHTS (a) The ARTIST retains all rights under the Copyright Act of 1976 (1 7 U.S.C. 1 ( et. seq.). The ARTIST grants to the CITY a fully-paid-up irrevocable license to maC reproductions of the ARTWORK for noncommercial purposes, including but not limit€ to, reproductions used in CITY business, advertising, brochures, posters, media publicit catalogs, souvenirs, photographs, drawings, or publications of the CITY, providir however, the CITY may not make a full scale exact duplicate of the ARTWORK. The GI; shall include the ARTIST'S copyright notice on any reproductions and the ARTIST sh include the following words on any reproduction: "An original work commissioned by tt City of Carlsbad, California." (b) The ARTIST may create a book using the ARTWORK and must give the C of Carlsbad credit by stating "The book is the result of a public art commission by tl City of Carlsbad Arts Commission". Revised 1/; -, e e ... 8. REGISTRATION OF COPYRIGHT The responsibility for registration of the copyright shall be the responsibility of the copyright holder under this agreement. 9. WARRANTIES 1. Warranty of Title The ARTIST represents and warrants that: The ARTWORK is solely the result of the artistic effort of the ARTIST. The ARTWORK is unique and original and does not infringe upon any (a) (b) copyright. (c) The ARTWORK or a duplicate of the ARTWORK has not been solc elsewhere. (d) The ARTIST shall not make any exact duplicate reproduction of the ARTWORK nor shall the ARTIST grant permission to others to do so, except with the written permission of the CITY. The ARTIST has permission to make ten (IO) artist's proofs of the book to be retained by the ARTIST. 2. Warranty of Quality and Condition The ARTIST represents and warrants that: The execution and fabrication of the ARTWORK, will be performed in i (a) workmanlike manner. (b) The ARTWORK, as fabricated and installed, will be free of defects in materi; and workmanship, including any defects consisting of "inherent vice" or qualities whic cause or accelerate deterioration of the ARTWORK. (c) Reasonable maintenance of the ARTWORK will not require procedure substantially in excess of those described in the maintenance recommendations to b submitted by the ARTIST to the CITY hereunder. The warranty of quality and condition shall survive for a period of one yec after the final acceptance of the ARTWORK. The CITY shall give notice to the ARTIST c any observed breach with reasonable promptness. The ARTIST shall, at the request 1 the CITY, and at no cost to the CITY, cure reasonably and promptly the breach of ar Revised 1/71 -. e 0 such warranty which is curable by the ARTIST and which cure is consistent VI professional conservation standards (including, for example, cure by means of repair refabrication of the ARTWORK). IO. REPAIRS The CITY shall have the right to determine when and if repairs and restorations to ARTWORK will be made. 11. STATUS OF THE ARTIST .- The ARTIST shall perform the services provided for herein in ARTIST’S own v as an independent contractor and in pursuit of ARTIST’S independent calling, and no1 an employee of the CITY. ARTIST shall be under control of the CITY only as to the re! to be accomplished, but shall consult with the CITY as provided for in this agreeme 12. WITHHOLDINGS The CITY shall not make any federal or state tax withholdings on behalf of ARTIST. The CITY shall not be required to pay workers’ compensation insurance behalf of the ARTIST. The ARTIST agrees to indemnify the CITY for any tax, retirem contribution, social security, overtime payment, or workers’ compensation payment wt- the CITY may be required to make on behalf of the ARTIST or any employee of ARTIST for work done under this agreement. 13. IMMIGRATION ACT The ARTIST shall be aware of the requirements of the Immigration Reform i Control Act of 1986 and shall comply with those requirements, including, but not limi to, verifying the eligibility for employment of all agents, employees, subcontractors i consultants that are included in this agreement. 14. NONDISCRIMINATION CLAUSE The ARTIST shall comply with the state and federal laws regarc nondiscrimination. 15. COVENANTS AGAINST CONTINGENT FEES The ARTIST warrants that they have not employed or retained any compan) person, other than a bona fide employee working for the ARTIST, to solicit or secure agreement, and that ARTIST has not paid or agreed to pay any company or per: other than a bona fide employee, any fee, commission, percentage, brokerage fee, or any other consideration contingent upon, or resulting from, the award or making of agreement. For breach or violation of this warranty, the CITY shall have the right to at Revised 1 -. 0 e .- EXHIBIT "C" Payment Schedule A. Upon presentation sf initial DESIGN $5,000.00 to the Arts Commission B. Upon approval of DESIGN or disapproval $5,000.00 of second DESIGN C. Upon beginning of construction $1 0,000.00 D. Upon completion of 25% of construction $5,000.00 E. Upon completion of 50% of construction $1 0,000.00 F. Upon completion of 75% of construction $5,000.00 G. Upon acceptance of completed ARTWORK $1 0,000.00 Revised -, 0 e EXHIBIT "B" .- The ARTIST will work with the City of Carlsbad, Arts Office, who will be responsible administering this contract. 1. Connie Beardsley, Manager 61 9-434-2 Arts Office City of Carlsbad 1200 Elm Avenue Carlsbad, CA 92006 2. Jim Wilstermann, Public Art Administrator 61 9-434-2 Arts Office City of Carlsbad 1200 Elm Avenue Carlsbad, CA 92008 3. John Cahill, Manager 61 9-438-1 Municipal Projects City of Carlsbad 2075 Las Palmas Carlsbad, CA 92009 4. Ken Quon, Project Manager 61 9-438-1 Municipal Projects City of Carlsbad 2075 Las Palmas Carlsbad, CA 92009 5. Richard Cardwell 206-622-2 Cardwell/Thomas & ,Associates 1221 Second Avenue, Suite 300 Seattle, WA 98101 Revised 1, e c, I" this agreement without liability, or, in its discretion, to deduct from the agreement pricl or consideration, or otherwise recover, the full amount of such fee, commissior percentage, brokerage fee, gift, or contingent fee. 16. HOLD HARMLESS AGREEMENT The CITY, its officers, and employees shall not be liable for any claims, liabilitier penalties, fines, for any damage to goods, properties, or effects of any perso whatsoever, nor for personal injuries or death caused by, or resulting from, any intention or negligent acts, errors or omissions of ARTIST or ARTIST's agents, employees, c representatives. ARTIST agrees to defend, indemnify, and save free and harmless th CITY and its officers and employees against any of the foregoing liabilities or claims I any kind, and any cost and expense including attorney's fees incurred by the CITY c account of any of the foregoing liabilities, including liabilities or claims by reason alleged defects in the DESIGN. 17. ASSIGNMENT OF CONTRACT The ARTIST shall not assign this contract or any part thereof or any monies di thereunder without the prior written consent of the CITY. 18. SUBCONTRACTING The ARTIST shall not subcontract any portion of this agreement without writt permission from the CITY. If the ARTIST subcontracts any of the work to be performi under this agreement, ARTIST shall be fully responsible to the CITY for the acts ai omissions of ARTIST's subcontractor and of the persons either directly or indirec . employed by the subcontractor, as ARTIST is for the acts and omissions of perso directly employed by ARTIST. Nothing contained in this agreement shall create E contractual relationship between any subcontractor of ARTIST and the CITY. The ART1 shall bind every subcontractor and every subcontractor of a subcontractor by the teri of this agreement applicable to ARTIST's work unless specifically noted to the contri . in the subcontract in question and approved in writing by the CITY. 19. PROHIBITED INTEREST No official of the CITY who is authorized in such capacity on behalf of the Clpl negotiate, make, accept, or approve, or take part in negotiating, making, accepting, approving of this agreement, shall become directly or indirectly interested personal11 this contract or in any part thereof. No officer or employee of the CITY who is authori: in such capacity and on behalf of the CITY to exercise any executive, supervisory, similar functions in connection with the performance of this contract shall become dire1 or indirectly interested personally in this contract or any part thereof. Revised 1 e 0 .c 20. VERBAL AGREEMENT OR CONVERSATION No verbal agreement or conversation with any officer, agent, or employee of the CITY, either before, during or after the execution of this contract, shall affect or modify any of the terms or obligations herein contained nor entitle the ARTIST to any additional payment whatsoever under the terms of this contract. 21. CONFLICT OF INTEREST The ARTIST 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 ARTIST shall report investments or interests in real property. IN WITNESS WHEREOF, we have hereunto set our hands and seals. pJbr\q.$Nv DELOSS MCGRAW, Artist ATTEST: 7%7/% KAREN R. KUNDTZ, Assistant City Clerk Attachments: Exhibit A Exhibit B Exhibit C Revised 1/7/! .----- \ \ DOVE LANE %--- --- rn r 0 B 3 z 0 30 rn B I- I ALGA ROAD .- * e EXHIBIT "B" ... The ARTIST will work with the City of Carlsbad, Arts Office, who will be responsible administering this contract. 1. Connie Beardsley, Manager 61 9-434-2: Arts Office City of Carlsbad 1200 Elm Avenue Carlsbad, CA 92008 2. Jim Wilstermann, Public Art Administrator 61 9-434-2: Arts Office City of Carlsbad 1200 Elm Avenue Carlsbad, CA 92008 3. John Cahill, Manager 61 9-438-1 1 Municipal Projects City of Carlsbad 2075 Las Palmas Carlsbad, CA 92009 4. Ken Quon, Project Manager 61 9-438-1 1 Municipal Projects City of Carlsbad 2075 Las Palmas Carlsbad, CA 92009 5. Richard Cardwell 206-622-2: Cardwellphomas & Associates 1221 Second Avenue, Suite 300 Seattle, WA 98101 Revised 11 -" e a f EXHIBIT "C" .. Pavment Schedule A. Upon presentation of initial DESIGN $5,000.00 to the Arts Commission B. Upon approval of DESIGN or disapproval $5,000.00 of second DESIGN C. Upon beginning of construction $1 0,000.00 D. Upon completion of 25% of construction $5,000.00 E. Upon completion of 50% of construction $1 0,000.00 F. Upon completion of 75% of construction $5,000.00 G. Upon acceptance of completed ARTWORK $1 0,000.00 Revised 1/71 0 0 AGREEMENT FOR DESIGN AND EXECUTION OF PUBLIC ARTWORK This agreement is entered into by the City of Carlsbad, a municipal corporatic hereinafter referred to as "CITY' and ELLEN ZIEGLER, hereinafter referred to as ti "ARTIST". RECITALS WHEREAS, the CITY is implementing a public art program pursuant to Carlsb: Municipal Code Chapter 2:18 by allocating funds for the placement of artwork in pub places and authorizing payment for the design, execution, and placement of such worl of art; and WHEREAS, the CITY wants to purchase certain public artwork, hereinafter referred to i the "ARTWORK', to be installed at the South Carlsbad Library, hereinafter referred to i the "SITE1 (Exhibit "A'); and WHEREAS, the ARTIST has been selected, pursuant to procedures adopted by the CIP to create the ARTWORK and funds have been allocated for that purpose; NOW, THEREFOREy the CITY and the ARTIST, for the consideration and under tt- conditions hereinafter set forth, agree as follows: 1. ARTIST'S OBLIGATIONS (a) The ARTIST shall, to the best of her artistic ability, design, fabricat construct and install the ARTWORK. (b) The ARTIST shall create the ARTWORK taking into consideration the natur of the SITE, the surrounding community, the amount of money allocated for th ARTWORK by the CITY ( a total of $50,000, to include both DESIGN and execution of th ARTWORK as shown in Exhibit "Cl'), and the amount of maintenance required. (c) The ARTIST shall create the ARTWORK taking into consideration the safe1 of the public, including, but not limited to, the safety of persons travelling on public righl of way. (d) The ARTIST shall create the ARTWORK in a manner which conforms t regulations of all public agencies with jurisdiction over the SITE or the ARTWORK and tc all other applicable laws, regulations and standards, including but not limited to, federa state, and local. Revised la1 715 0 (e) The ARTIST shall meet regularly with CITY staff, including but not limited the Municipal Projects Manager, Project Manager and Arts Off ice Manager (Exhibit "E to insure the design and implementation of the ARTWORK complies with all provisic of this agreement. .. (f) Within 60 days after the execution of this agreement by the CIN, \ ARTIST shall submit to the Carlsbad Arts Commission a design concept, hereinal referred to as "DESIGN", in a tangible form. The Arts Commission shall within reasonable time, following the submission of the DESIGN, approve or disapprove t DESIGN. If the DESIGN is disapproved, the ARTIST may submit a second DESIGN the Carlsbad Arts Commission within 60 days. The Arts Commission shall notify t ARTIST within a reasonable time whether it approves or disapproves the second DESIG If the Arts Commission disapproves, the contract shall terminate with payment made the ARTIST as shown in EXHIBIT 'IC" and all DESIGN materials shall be returned to t ARTIST. In that event, neither party shall have further obligation to the other, with t exception of the ARTIST'S obligations under the hold harmless and indemnity provisio of this agreement. (9) The DESIGN shall specify materials, dimensions, finish, color, and any 0th information which is necessary for the preparation of working drawings. The DESIC shall also include the maintenance requirements and installation method contemplatt by the ARTIST and an estimate of their cost. The DESIGN shall include a model, if model is necessary to present a meaningful representation of the design. This will t mutually agreed upon by the Arts Office Manager and the ARTIST in advance. (h) The ARTIST shall furnish all supplies, materials and equipment necessz for preparation of the DESIGN and execution of the ARTWORK. (i) After approval, the ARTIST shall submit the DESIGN to Cardwellflhomas Associates, hereinafter referred to as the "ARCHITECTS", for preparation of workir drawings if the Mmicipal Projects Manager determines working drawings are necessar The ARTIST shall meet with the ARCHITECTS as necessary to insure th the working drawings correctly depict the DESIGN and meet the acceptance standarc of the CITY as interpreted by the City Engineer. (j) (k) After approval of the DESIGN pursuant to Section 1 (f), the ARTIST sh: furnish to the Arts Office Manager a tentative schedule for completion of fabrication ar installation of the ARTWORK, including a schedule for the submission of progress report After written approval of the schedule by the Arts Office Manager, the ARTIST shi fabricate, transport and install the ARTWORK in accordance with such schedule. SUC schedule may be amended by written agreement between the Arts Office Manage Municipal Projects Manager and the ARTIST. Revised 1211 71 -. 0 0 The Arts Office Manager and the Municipal Projects Manager shall have the rigt- to review the ARTWORK at reasonable times during the fabrication thereof. The ARTIS provided for in this Section. I, shall submit to the Arts Off ice Manager progress reports in accordance with the schedul (I) The ARTIST shall complete the fabrication and installation of the ARTWORt If it is discovered, after the approval of the DESIGN, that revisions to the DESlGr are necessary for the ARTWORK to comply with any law, standard or regulation, thl ARTIST shall make such revisions as are necessary. If the revisions required substantialli change the approved DESIGN, the Arts Commission may approve the revisions o recommend termination of the contract pursuant to the termination clause in Section f! Minor changes may be approved by the City Engineer. in substantial conformity with the DESIGN and the working drawings (m) The ARTIST shall meet with representatives of public entities with jurisdictior over the ARTWORK or the SITE to address any concerns voiced by those entities. (n) If applicable, the ARTIST shall notify the Municipal Projects Manager and thc Arts Office Manager in writing when fabrication of the ARTWORK is completed and he i: ready for its delivery and installation at the SITE. The ARTIST shall deliver or construct and install the completed ARTWORK at thc SITE in compliance with the schedule approved pursuant to Section 1 (k). The ARTlSl shall immediately notify the Engineering Department of any problem associated with the installation of the ARTWORK, including but not limited to, nonconformity with the DESIGN, violations of law, safety problems, poor quality of materials or workmanship or conditions which would endanger the long term existence of the ARTWORK. The CITY shall be responsible for all expenses, labor and equipment to preparE the SITE for the timely installation of the ARTWORK, including landscaping, footings, plumbing, and area and spot lighting of the ARTWORK. (0) Upon installation of the ARTWORK, the ARTIST shall provide to the Arts Off ice Manager written instructions for appropriate maintenance and preservation of the ARTWORK. The ARTIST shall be required to provide proof of automobile liability coverage as required by the Risk Manager. (9) The ARTIST shall, at the option of the Arts Office Manager, meet with the general public or representatives of the media to discuss the design of the ARTWORK. The ARTIST shall not release any information to the public related to the services performed under this agreement without advance written permission of the Arts Office Manager. Revised 12/17/90 0 , ei -. e ,I ' * I,; 1 ft / # (r) The risk of loss or damage to the ARTWORK shall be borne by the ARTI! until final acceptance,' and the ARTIST shall take such measures as are necessary protect the ARTWORK from loss or damage until final acceptance: except that the ri of loss or damage shall be borne by the CITY prior to final acceptance during su periods of time as the partially or wholly completed ARTWORK is in the custody, conti or supervision of the CITY or its agents for the purposes of transporting, storing, installii or performing any other ancillary services to the ARTWORK. 2. CITY'S OBLIGATIONS (a) The CITY shall make available to the ARTIST background information on tl SITE, if requested by the ARTIST. (b) The CITY shall make payment to the ARTIST as shown in Exhibit "C". TI represents payment in full. The total fee is $50,000 which includes sales tax if requirc and all travel and transportation expenses of the ARTIST, (c) A plaque identifying the ARTIST, the title of the ARTWORK, if any, and tt year of the ARTWORK'S completion will be displayed in the immediate vicinity of tt installed ARTWORK at the expense of the CITY. 3. TIME EXTENSIONS The City will grant a reasonable extension of time to the ARTIST in the eve that there is a delay on the part of the CITY in performing its obligations under th agreement, or if conditions beyond the ARTIST'S control or acts of God render time performance of the ARTIST'S services impossible or unexpectedly burdensome. Failu to fulfill contractual obligations due to conditions beyond either party's reasonable contr will not be considered a breach of contract; provided that such obligations shall 1: suspended only for the duration of such conditions. 4. TERMINATION If either party to this agreement shall willfully or negligently fail to fulfill in a time and proper manner, or otherwise violate, any of the covenants, agreements or stipulatior material to this agreement, the other party shall thereupon have the right to terminate th agreement by giving written notice to the defaulting party of its intent to termina specifying the grounds for termination. The defaulting party shall have (30) days aft1 receipt of the notice to cure the default. If it is not cured, then this agreement sh: terminate. In the event of default by the CITY, the CITY shall compensate the ARTIST fc all services performed by the ARTIST prior to termination according to the schedul shown in Exhibit "C". In the event of default by the ARTIST, all finished and unfinishe drawings, sketches, photographs, and other work products prepared and submitted c prepared for submission by the ARTIST under this agreement shall at the CITY'S optio Revised 1211 7P a a become its property, provided that no right to fabricate or execute the ARTWORK st- pass to the CITY and the CITY shall compensate the ARTIST according to the schedi shown in Exhibit "C" for all services performed by the ARTIST prior to defai Notwithstanding the previous sentence, the ARTIST shall not be relieved of liability to t CITY for damages sustained by the CITY by virtue of any breach of this agreement by t ARTIST, and the CITY may reasonably withhold payments to the ARTlST unti\ such ti1 as the exact amount of such damages due the CITY from the ARTIST is determined 5. OWNERSHIP OF MATERIAL SUBMITTED All materials submitted relating to the ARTWORK or the DESIGN are the propel of the CITY. 6. OWNERSHIP OF THE ARTWORK Title to the completed ARTWORK immediately vests in the CITY upon completic along with all rights of ownership, possession and control. Prior to completion of t ARTWORK, CITY shall have the right, at its option, to claim ownership, possession ai control of the uncompleted portions of the ARTWORK which are on the SITE. 7. REPRODUCTION RIGHTS The ARTIST retains all rights under the Copyright Act of 1976 (1 7 U.S.C. 101 seq.). The ARTIST grants to the CITY a fully-paid-up irrevocable license to ma reproductions of the ARTWORK for noncommercial purposes, including but not limitc to, reproductions used in CITY business, advertising, brochures, posters, media publicii catalogs, souvenirs, photographs, drawings, or publications of the CITY, providir however, the CITY may not make a full scale exact duplicate of the ARTWORK. The CI- shall include the ARTIST'S copyright notice on any reproductions and the ARTIST sh include the following words on any reproduction: "An original work commissioned by tt City of Carlsbad, California." 8. REGISTRATION OF COPYRIGHT The responsibility for registration of the copyright shall be the responsibility of tt copyright holder under this agreement. 9. WARRANTIES 1. Warranty of Title The ARTIST represents and warrants that: The ARTWORK is solely the result of the artistic effort of the ARTIST. (a) Revised 1211 7/ a m .C (b) copyright. (c) The ARTWORK is unique and original and does not infringe upon a The ARTWORK or a duplicate of the ARTWORK has not been sc elsewhere. (d) The ARTIST shall not make any exact duplicate reproduction of t ARTWORK nor shall the ARTIST grant permission to others to do so, except with t written permission of the CITY. 2. Warranty of Quality and Condition The ARTIST represents and warrants that: The execution and fabrication of the ARTWORK, will be performed ir (a) workmanlike manner. (b) The ARTWORK, as fabricated and installed, will be free of defects in matei and workmanship, including any defects consisting of "inherent vice" or qualities whi cause or accelerate deterioration of the ARTWORK. (c) Reasonable maintenance of the ARTWORK will not require procedut substantially in excess of those described in the maintenance recommendations to submitted by the ARTIST to the CITY hereunder. The warranty of quality and condition shall survive for a period of one yt after the final acceptance of the ARTWORK. The CITY shall give notice to the ARTIST any observed breach with reasonable promptness. The ARTIST shall, at the request the CITY, and at no cost to the CITY, cure reasonably and promptly the breach of E such warranty which is curable by the ARTIST and which cure is consistent v\ professional conservation standards (including, for example, cure by means of repair refabrication of the ARTWORK). IO. REPAIRS The CITY shall have the right to determine when and if repairs and restorations to ARTWORK will be made. 11. WAIVER Due to the nature of the ARTWORK and the SITE on which it is installed, ARTIST and his agents, heirs, successors and assigns hereby waive any and all rig they may have under the California Preservation Act, as set forth in Civil Code Sect 987. The ARTIST, his agents, heirs, and assigns also agree not to attempt to defeat 1 Revised 12/1 0 W waiver by cooperating with any organization which seeks to bring an action under ( Code Section 989. 12. STATUS OF THE ARTIST The ARTIST shall perform the services provided for herein in ARTIST’S own b as an independent contractor and in pursuit of ARTIST’S independent calling, and noi an employee of the CITY. ARTIST shall be under control of the CITY only as to the re to be accomplished, but shall consult with the CITY as provided for in this agreeme 13. WITHHOLDINGS The CITY shall not make any federal or state tax withholdings on behalf of ARTIST. The CITY shall not be required to pay workers’ compensation insurance behalf of the ARTIST. The ARTIST agrees to indemnify the CITY for any tax, retirerr contribution, social security, overtime payment, or workers’ compensation payment wt the CITY may be required to make on behalf of the ARTIST or any employee of ARTIST for work done under this agreement. 14. IMMIGRATION ACT The ARTIST shall be aware of the requirements of the Immigration Reform i Control Act of 1986 and shall comply with those requirements, including, but not limi to, verifying the eligibility for employment of all agents, employees, subcontractors i consultants that are included in this agreement. 15. NONDISCRIMINATION CLAUSE The ARTIST shall comply with the state and federal laws regarc nondiscrimination. 16. COVENANTS AGAINST CONTINGENT FEES The ARTIST warrants that they have not employed or retained any compan) person, other than a bona fide employee working for the ARTIST, to solicit or secure agreement, and that ARTIST has not paid or agreed to pay any company or pers other than a bona fide employee, any fee, commission, percentage, brokerage fee, or any other consideration contingent upon, or resulting from, the award or making of agreement. For breach or violation of this warranty, the CITY shall have the right to ar this agreement without liability, or, in its discretion, to deduct from the agreement p or consideration, or otherwise recover, the full amount of such fee, commiss percentage, brokerage fee, gift, or contingent fee. Revised 12/ 0 W 17. HOLD HARMLESS AGREEMENT .. The CITY, its officers, and employees shall not be liable for any claims, liabilitit penalties, fines, for any damage to goods, properties, or effects of any pers whatsoever, nor for personal injuries or death caused by, or resulting from, any intentioi or negligent acts, errors or omissions of ARTIST or ARTIST’s agents, employees, representatives. ARTIST agrees to defend, indemnify, and save free and harmless t CITY and its officers and employees against any of the foregoing liabilities or claims any kind, and any cost and expense including attorney’s fees incurred by the CITY account of any of the foregoing liabilities, including liabilities or claims by reason alleged defects in the DESIGN. 18. ASSIGNMENT OF CONTRACT The ARTIST shall not assign this contract or any part thereof or any monies d thereunder without the prior written consent of the CITY. 19. SUBCONTRACTlNlG The ARTIST shall not subcontract any portion of this agreement without writi permission from the CITY, If the ARTIST subcontracts any of the work to be perform under this agreement, ARTIST shall be fully responsible to the CITY for the acts a omissions of ARTIST’s sulbcontractor and of the persons either directly or indirec employed by the subcontractor, as ARTIST is for the acts and omissions of persc directly employed by ARTIST. Nothing contained in this agreement shall create E contractual relationship between any subcontractor of ARTIST and the CITY. The ART1 shall bind every subcontractor and every subcontractor of a subcontractor by the teri of this agreement applicable to ARTIST’s work unless specifically noted to the contri in the subcontract in question and approved in writing by the CITY. 20. PROHIBITED INTEREST No official of the CITY who is authorized in such capacity on behalf of the CITY negotiate, make, accept, or approve, or take part in negotiating, making, accepting, approving of this agreement, shall become directly or indirectly interested personall) this contract or in any part thereof. No officer or employee of the CITY who is authoriz in such capacity and on behalf of the CITY to exercise any executive, supervisory, similar functions in connection with the performance of this contract shall become direc or indirectly interested personally in this contract or any part thereof. 21. VERBAL AGREEMENT OR CONVERSATION No verbal agreement or conversation with any officer, agent, or employee of CITY, either before, during or after the execution of this contract, shall affect or mot Revised 12/1 /q$q/? ,, -. .. LANE %--- --- rn r 0 B 3 2 0 a m B (I r ALGA ROAD -. e 0 EXHIBIT "B" .. The ARTIST will work with the City of Carlsbad, Arts Office, who will be responsible administering this contract. 1. Connie Beardsley, Manager 61 9-434-5. Arts Office City of Carlsbad 1200 Elm Avenue Carlsbad, CA 92008 2. Jim Wilstermann, Public Art Administrator 61 9-434-2 Arts Office City of Carlsbad 1200 Elm Avenue Carlsbad, CA 92008 3. John Cahill, Manager 61 9-438-1 Municipal Projects City of Carlsbad 2075 Las Palmas Carlsbad, CA 92009 61 9-438-1 4. Ken Quon, Project Manager Municipal Projects City of Carlsbad 2075 Las Palmas Carlsbad, CA 92009 5. Richard Cardwell 206-622-2 Cardwell/Thomas & Associates 1221 Second Avenue, Suite 300 Seattle, WA 98101 Revised 12/ -. 0 W EXHIBIT "C" Pavment Schedule A. Upon presentation of initial DESIGN $5,000.00 to the Arts Commission 6. Upon approval of DESIGN or disapproval $5,000.00 of second DESIGN C. Upon acceptance of working drawings $5,000.00 D. Upon beginning of construction $1 0,000.00 E. Upon completion of 50% of construction $1 0,000.00 F. Upon completion of 75% of construction $5,000.00 G. Upon acceptance of completed ARTWORK $1 o,ooo*oo Revised 1 12/17/9 0 0 AGREEMENT FOR DESIGN AND EXECUTION OF PUBLIC ARTWORK This agreement is entered into by the City of Carlsbad, a municipal corporatior "ART1 ST". hereinafter referred to as "CITY" and JAN SANCHEZ, hereinafter referred to as thr RECITALS WHEREAS, the CITY is implementing a public art program pursuant to Carlsbac Municipal Code Chapter 2:18 by allocating funds for the placement of artwork in public places and authorizing payment for the design, execution, and placement of such work: of art; and WHEREAS, the CITY wants to purchase certain public artwork, hereinafter referred to a: the "ARTWORK', to be installed at the South Carlsbad Library, hereinafter referred to a: the "SITE" (Exhibit "A'); and WHEREAS, the ARTIST has been selected, pursuant to procedures adopted by the CITY to create the ARTWORK and funds have been allocated for that purpose; NOW, THEREFORE, the CITY and the ARTIST, for the consideration and under thc conditions hereinafter set forth, agree as follows: 1. ARTIST'S OBLIGATIONS (a) The ARTIST shall, to the best of her artistic ability, design, fabricate construct and install the ARTWORK. (b) The ARTIST shall create the ARTWORK taking into consideration the nature of the SITE, the surrounding community, the amount of money allocated for the ARTWORK by the CITY ( a total of $50,000, to include both DESIGN and execution of the ARTWORK as shown in Exhibit "C'), and the amount of maintenance required. The ARTIST shall create the ARTWORK taking into consideration the safet) of the public, including, but not limited to, the safety of persons travelling on public right: (c) of way. (d) The ARTIST shall create the ARTWORK in a manner which conforms to regulations of all public agencies with jurisdiction over the SITE or the ARTWORK and to all other applicable laws, regulations and standards, including but not limited to, federal, state, and local. Revised 12/17/90 a m (e) The ARTIST shall meet regularly with CITY staff, including but not limited the Municipal Projects Manager, Project Manager and Arts Office Manager (Exhibit "E to insure the design and implementation of the ARTWORK complies with all provisic of this agreement. Within 60 days after the execution of this agreement by the CITY, 1 ARTIST shall submit to the Carlsbad Arts Commission a design concept, hereinaf referred to as "DESIGN", in a tangible form. The Arts Commission shall withir: reasonable time, following the submission of the DESIGN, approve or disapprove 1 DESIGN. If the DESIGN is disapproved, the ARTIST may submit a second DESIGN the Carlsbad Arts Commission within fXJ days. The Arts Commission shall notify 1 ARTIST within a reasonable time whether it approves or disapproves the second DESK If the Arts Commission disapproves, the contract shall terminate with payment made the ARTIST as shown in EXHIBIT "C" and all DESIGN materials shall be returned to 1 ARTIST. In that event, neither party shall have further obligation to the other, with 1 exception of the ARTIST'S obligations under the hold harmless and indemnity provisic of this agreement. (9) (f) The DESIGN shall specify materials, dimensions, finish, color, and any ot shall also include the maintenance requirements and installation method contempla by the ARTIST and an estimate of their cost. The DESIGN shall include a model, model is necessary to present a meaningful representation of the design. This will mutually agreed upon by the Arts Office Manager and the ARTIST in advance. information which is necessary for the preparation of working drawings. The DESI (h) The ARTIST shall furnish all supplies, materials and equipment necess for preparation of the DESIGN and execution of the ARTWORK. (i) After approval, the ARTIST shall submit the DESIGN to Cardwell/Thoma Associates, hereinafter referred to as the "ARCHITECTS", for preparation of work drawings if the Municipal Projects Manager determines working drawings are necess: The ARTIST shall meet with the ARCHITECTS as necessary to insure 1 the working drawings correctly depict the DESIGN and meet the acceptance stand; of the CITY as interpreted by the City Engineer. (j) (k) After approval of the DESIGN pursuant to Section 1 (9, the ARTIST s furnish to the Arts Office Manager a tentative schedule for completion of fabrication installation of the ARTWORK, including a schedule for the submission of progress repc After written approval of the schedule by the Arts Office Manager, the ARTIST s fabricate, transport and install the ARTWORK in accordance with such schedule. S schedule may be amended by written agreement between the Arts Office Manal Municipal Projects Manager and the ARTIST. Revised 12/ e 0 .. The Arts Office Manager and the Municipal Projects Manager shall have the rig1 to review the ARTWORK at reasonable times during the fabrication thereof. The ARTlS shall submit to the Arts Off ice Manager progress reports in accordance with the schedu provided for in this Section. (I) The ARTIST shall complete the fabrication and installation of the ARTWOR in substantial conformity with the DESIGN and the working drawings If it is discovered] after the approval of the DESIGN, that revisions to the DESIG are necessary for the ARTWORK to comply with any law, standard or regulation] tt ARTIST shall make such revisions as are necessary. If the revisions required substantial change the approved DESIGN, the Arts Commission may approve the revisions ( recommend termination of the contract pursuant to the termination clause in Section Minor changes may be approved by the City Engineer. (m) The ARTIST shall meet with representatives of public entities with jurisdictic over the ARTWORK or the SITE to address any concerns voiced by those entities. (n) If applicable, the ARTIST shall notify the Municipal Projects Manager and tl Arts Office Manager in writing when fabrication of the ARTWORK is completed and he ready for its delivery and installation at the SITE. The ARTIST shall deliver or construct and install the completed ARTWORK at tt SITE in compliance with the schedule approved pursuant to Section 1 (k). The ART15 shall immediately notify the Engineering Department of any problem associated with tt installation of the ARTWORK, including but not limited to, nonconformity with the DESlGl violations of law, safety problems, poor quality of materials or workmanship or conditior which would endanger the long term existence of the ARTWORK. The CITY shall be responsible for all expenses, labor and equipment to prepa the SITE for the timely installation of the ARTWORK, including landscaping] footing plumbing, and area and spot lighting of the ARTWORK. (0) Upon installation of the ARTWORK, the ARTIST shall provide to the Ar Office Manager written instructions for appropriate maintenance and preservation of tl ARTWORK. (p) The ARTIST shall be required to provide proof of automobile liabili coverage as required by the Risk Manager. (9) The ARTIST shall, at the option of the Arts Office Manager, meet with tf general public or representatives of the media to discuss the design of the ARTWOR The ARTIST shall not release any information to the public related to the servic( performed under this agreement without advance written permission of the Arts Offic Manager. Revised 12/17 .. e ** (r) The risk of loss or damage to the ARTWORK shall be borne by the ARTI: until final acceptance, and the ARTIST shall take such measures as are necessary protect the ARTWORK from loss or damage until final acceptance; except that the ri of loss or damage shall be borne by the CITY prior to final acceptance during su periods of time as the partially or wholly completed ARTWORK is in the custody, cont or supervision of the CITY or its agents for the purposes of transporting, storing, installi or performing any other ancillary services to the ARTWORK. 2. CITY'S OBLIGATIONS (a) The CITY shall make available to the ARTIST background information on t SITE, if requested by the ARTIST. (b) The CITY shall make payment to the ARTIST as shown in Exhibit "C". TI represents payment in full. The total fee is $50,000 which includes sales tax if requir and all travel and transportation expenses of the ARTIST. (c) A plaque identifying the ARTIST, the title of the ARTWORK, if any, and t year of the ARTWORK'S completion will be displayed in the immediate vicinity of t installed ARTWORK at the expense of the CITY. 3. TIME EXTENSIONS The City will grant a reasonable extension of time to the ARTIST in the evc that there is a delay on the part of the CITY in performing its obligations under tl agreement, or if conditions beyond the ARTIST'S control or acts of God render timi performance of the ARTIST'S services impossible or unexpectedly burdensome. Faik to fulfill contractual obligations due to conditions beyond either party's reasonable cont will not be considered a breach of contract; provided that such obligations shall suspended only for the duration of such conditions. 4. TERM I N AT1 0 N If either party to this agreement shall willfully or negligently fail to fulfill in a timc and proper manner, or otherwise violate, any of the covenants, agreements or stipulatio material to this agreement, the other party shall thereupon have the right to terminate tl agreement by giving written notice to the defaulting party of its intent to termin: specifying the grounds for termination. The defaulting party shall have (30) days af receipt of the notice to cure the default. if it is not cured, then this agreement st- terminate. In the event of default by the CITY, the CITY shall compensate the ARTIST i all services performed by the ARTIST prior to termination according to the schedt shown in Exhibit "C". In tt-e event of default by the ARTIST, all finished and unfinish drawings, sketches, photographs, and other work products prepared and submitted prepared for submission by the ARTIST under this agreement shall at the CITY'S opti . Revised 12/1 i .a a 0 become its property, provided that no right to fabricate or execute the ARTWORK shi pass to the CITY and the CITY shall compensate the ARTIST according to the schedu shown in Exhibit "C" for all services performed by the ARTIST prior to defau Notwithstanding the previous sentence, the ARTIST shall not be relieved of liability to tt CITY for damages sustained by the CITY by virtue of any breach of this agreement by tk ARTIST, and the CITY may reasonably withhold payments to the ARTIST until such tin as the exact amount of such damages due the CITY from the ARTIST is determined. 5. OWNERSHIP OF MATERIAL SUBMllTED '. All materials submitted relating to the ARTWORK or the DESIGN are the proper of the CITY. 6. OWNERSHIP OF THE ARTWORK Title to the completed ARTWORK immediately vests in the CITY upon completio along with all rights of ownership, possession and control. Prior to completion of tt ARTWORK, CITY shall have the right, at its option, to claim ownership, possession ar control of the uncompleted portions of the ARTWORK which are on the SITE. 7. REPRODUCTION RIGHTS The ARTIST retains all rights under the Copyright Act of 1976 (17 U.S.C. 101 ( seq.). The ARTIST grants to the CITY a fully-paid-up irrevocable license to mal reproductions of the ARTWORK for noncommercial purposes, including but not limit( to, reproductions used in CITY business, advertising, brochures, posters, media publici1 catalogs, souvenirs, photographs, drawings, or publications of the CITY, providir shall include the ARTIST'S copyright notice on any reproductions and the ARTIST sh include the following words on any reproduction: "An original work commissioned by tl City of Carlsbad, California." 8. REGISTRATION OF COPYRIGHT however, the CITY may not make a full scale exact duplicate of the ARTWORK. The Cl The responsibility for registration of the copyright shall be the responsibility of tl copyright holder under this agreement. 9. WARRANTIES 1. Warranty of Title The ARTIST represents and warrants that: The ARTWORK is solely the result of the artistic effort of the ARTIST. (a) Revised la1 7 .. 0 (b) copyright. (c) The ARTWORK is unique and original and does not infringe upon The ARTWORK or a duplicate of the ARTWORK has not been I elsewhere. (d) The ARTIST shall not make any exact duplicate reproduction of ARTWORK nor shall the ARTIST grant permission to others to do so, except with written permission of the GlTY. 2. Warranty of Quality and Condition The ARTIST represents and warrants that: The execution and fabrication of the ARTWORK, will be performed i (a) workmanlike manner. (b) The ARTWORK, as fabricated and installed, will be free of defects in mat€ and workmanship, including any defects consisting of "inherent vice" or qualities wh cause or accelerate deterioration of the ARTWORK. (c) Reasonable maintenance of the ARTWORK will not require procedu substantially in excess of those described in the maintenance recommendations to submitted by the ARTIST to the CITY hereunder. The warranty of quality and condition shall survive for a period of one y after the final acceptance of the ARTWORK. The CITY shall give notice to the ARTlSl any observed breach with reasonable promptness. The ARTIST shall, at the reques the CITY, and at no cost to the CITY, cure reasonably and promptly the breach of i such warranty which is curable by the ARTIST and which cure is consistent M professional conservation standards (including, for example, cure by means of repair refabrication of the ARTWORK). IO. REPAIRS The CITY shall have the right to determine when and if repairs and restorations to 1 ARTWORK will be made. 11. WAIVER Due to the nature of the ARTWORK and the SITE on which it is installed, t ARTIST and his agents, heirs, successors and assigns hereby waive any and all rig! they may have under the California Preservation Act, as set forth in Civil Code Sectil 987. The ARTIST, his agents, heirs, and assigns also agree not to attempt to defeat tl Revised la1 i .4 m 0 waiver by cooperating with any organization which seeks to bring an action under Ci\ Code Section 989. 12. STATUS OF THE ARTIST The ARTIST shall perform the services provided for herein in ARTIST’S own WE as an independent contractor and in pursuit of ARTIST’S independent calling, and not E an employee of the CITY. ARTIST shall be under control of the CITY only as to the resL to be accomplished, but shall consult with the CITY as provided for in this agreement 13. WITHHOLDINGS The CITY shall not make any federal or state tax withholdings on behalf of th ARTIST. The CITY shall not be required to pay workers’ compensation insurance o behalf of the ARTIST. The ARTIST agrees to indemnify the CITY for any tax, retiremer contribution, social security, overtime payment, or workers’ compensation payment whic the CITY may be required to make on behalf of the ARTIST or any employee of th ARTIST for work done under this agreement. 14. IMMIGRATION ACT The ARTIST shall be aware of the requirements of the Immigration Reform an Control Act of 1986 and shall comply with those requirements, including, but not limite to, verifying the eligibility for employment of all agents, employees, subcontractors an consultants that are included in this agreement. 15. NONDISCRIMINATION CLAUSE The ARTIST shall comply with the state and federal laws regardin! nondiscrimination. 16. COVENANTS AGAINST CONTINGENT FEES The ARTIST warrants that they have not employed or retained any company o person, other than a bona fide employee working for the ARTIST, to solicit or secure thi’ other than a bona fide employee, any fee, commission, percentage, brokerage fee, gifl or any other consideration contingent upon, or resulting from, the award or making of thi: agreement. For breach or violation of this warranty, the CITY shall have the right to annu this agreement without liability, or, in its discretion, to deduct from the agreement pricc or consideration, or otherwise recover, the full amount of such fee, commission percentage, brokerage fee, gift, or contingent fee. agreement, and that ARTIST has not paid or agreed to pay any company or persor Revised 12/17/91 m 0 17. HOLD HARMLESS AGREEMENT The CITY, its officers, and employees shall not be liable for any claims, liabiliti penalties, fines, for any damage to goods, properties, or effects of any per$ whatsoever, nor for personal injuries or death caused by, or resulting from, any intentio or negligent acts, errors or omissions of ARTIST or ARTIST’s agents, employees, representatives. ARTIST agrees to defend, indemnify, and save free and harmless CIN and its officers and employees against any of the foregoing liabilities or claims any kind, and any cost and expense including attorney’s fees incurred by the CITY account of any of the foregoing liabilities, including liabilities or claims by reason alleged defects in the DESIGN. 18. ASSIGNMENT OF CONTRACT The ARTIST shall not assign this contract or any part thereof or any monies c thereunder without the prior written consent of the CITY. 19. SUBCONTRACTING The ARTIST shall not subcontract any portion of this agreement without writ permission from the CITY. If the ARTIST subcontracts any of the work to be perforn under this agreement, ARTIST shall be fully responsible to the CITY for the acts i omissions of ARTIST’s subcontractor and of the persons either directly or indire employed by the subcontractor, as ARTIST is for the acts and omissions of persc directly employed by ARTIST. Nothing contained in this agreement shall create i contractual relationship between any subcontractor of ARTIST and the CITY. The ART shall bind every subcontractor and every subcontractor of a subcontractor by the ter of this agreement applicable to ARTIST’s work unless specifically noted to the contr in the subcontract in question and approved in writing by the CITY. 20. PROHIBITED INTEREST No official of the CITY who is authorized in such capacity on behalf of the CIT negotiate, make, accept, or approve, or take part in negotiating, making, accepting approving of this agreement, shall become directly or indirectly interested personall this contract or in any part thereof. No officer or employee of the CITY who is authori, in such capacity and on behalf of the CITY to exercise any executive, supervisory similar functions in connection with the performance of this contract shall become dire or indirectly interested personally in this contract or any part thereof. 21. VERBAL AGREEMENT OR CONVERSATION No verbal agreement or conversation with any officer, agent, or employee of CITY, either before, during or after the execution of this contract, shall affect or mo Revised 121 ,I e 0 ." w +,,,-- LANE ---- --- rn r I XI rn x- r ALGA ROAD a' . m e -, " * EXH l BIT "B" The ARTIST will work with the City of Carlsbad, Arts Office, who will be responsible for administering this contract. 1. Connie Beardsley, Manager 61 9-434-2920 Arts Office City of Carlsbad 1200 Elm Avenue Carlsbad, CA 92008 61 9-434-2920 2. Jim Wilstermann, Public Art Administrator Arts Office City of Carlsbad 1200 Elm Avenue Carlsbad, CA 92008 3. John Cahill, Manager 61 9-438-1 161 Municipal Projects City of Carlsbad 2075 Las Palmas Carlsbad, CA 92009 61 9-438-1 161 4. Ken Quon, Project Manager Municipal Projects City of Carlsbad 2075 Las Palmas Carlsbad, CA 92009 Richard Cardwell 206-622-231 1 5. Cardwellflhomas & Associates 1221 Second Avenue, Suite 300 Seattle, WA 98101 Revised 12/1?/9 6* t m e s I- EXHIBIT "C" 3 Pay men t Schedule A. Upon presentation of initial DESIGN $5,000.00 to the Arts Commission B. Upon approval of DESIGN or disapproval $5,000.00 of second DESIGN C. Upon acceptance of working drawings $5,000.00 D. Upon beginning of construction $1 5,000.00 E. Upon completion of 25% of construction $5,000.00 F. Upon completion of 75% of construction $5,000.00 G. Upon acceptance of completed ARTWORK $1 0,000.00 Revised 12/li