HomeMy WebLinkAboutC-6084 - PSA for Civic Center Sculpture Exhibit Arts Coordination and Site Management Services - Phase 2'T
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PROFESSIONAL SERVICES AGREEMENT
WITH ARTS ORANGE COUNTY FOR
CIVIC CENTER SCULPTURE EXHIBIT ARTS COORDINATION AND SITE
MANAGEMENT SERVICES — PHASE 2
THIS PROFESSIONAL SERVICES AGREEMENT ( "Agreement ") is made and
entered into as of this 23rd day of March, 2015 ( "Effective Date "), by and between the
CITY OF NEWPORT BEACH, a California municipal corporation and charter city
( "City "), and ARTS ORANGE COUNTY, a California corporation ( "Consultant "), whose
address is 3730 South Susan Street, Suite 100, Costa Mesa, CA 92704, and is made
with reference to the following:
RECITALS
A. City is a municipal corporation duly organized and validly existing under the laws
of the State of California with the power to carry on its business as it is now being
conducted under the statutes of the State of California and the Charter of City.
B. City desires to engage Consultant to provide Newport Beach Civic Center
Sculpture Exhibit Arts Coordination and Site Management Services — Phase 2
( "Project ").
C. Consultant possesses the skill, experience, ability, background, certification and
knowledge to provide the professional services described in this Agreement.
D. City has solicited and received a proposal from Consultant, has reviewed the
previous experience and evaluated the expertise of Consultant, and desires to
retain Consultant to render professional services under the terms and conditions
set forth in this Agreement.
NOW, THEREFORE, it is mutually agreed by and between the undersigned
parties as follows:
1. TERM
The term of this Agreement shall commence on the Effective Date, and shall
terminate on November 30, 2015, unless terminated earlier as set forth herein.
2. SERVICES TO BE PERFORMED
Consultant shall diligently perform all the services described in the Scope of
Services attached hereto as Exhibit A and incorporated herein by reference ( "Services'
or "Work"). City may elect to delete certain Services within the Scope of Services at its
sole discretion.
3. TIME OF PERFORMANCE
3.1 Time is of the essence in the performance of Services under this
Agreement and Consultant shall perform the Services in accordance with the
schedule included in Exhibit A. In the absence of a specific schedule, the Services
shall be performed to completion in a diligent and timely manner. The failure by
Consultant to strictly adhere to the schedule set forth in Exhibit A, if any, or perform
the Services in a diligent and timely manner may result in termination of this
Agreement by City.
3.2 Notwithstanding the foregoing, Consultant shall not be responsible for
delays due to causes beyond Consultant's reasonable control. However, in the case
of any such delay in the Services to be provided for the Project, each party hereby
agrees to provide notice within two (2) calendar days of the occurrence causing the
delay to the other party so that all delays can be addressed.
3.3 Consultant shall submit all requests for extensions of time for performance
in writing to the Project Administrator as defined herein not later than ten (10)
calendar days after the start of the condition that purportedly causes a delay. The
Project Administrator shall review all such requests and may grant reasonable time
extensions for unforeseeable delays that are beyond Consultant's control.
3.4 For all time periods not specifically set forth herein, Consultant shall
respond in the most expedient and appropriate manner under the circumstances, by
hand - delivery or mail.
4. COMPENSATION TO CONSULTANT
4.1 City shall pay Consultant for the Services on a time and expense not -to-
exceed basis in accordance with the provisions of this Section and the Scope of
Services and Schedule of Billing Rates line items: 'Site Preparation,' 'Installation of
Phase One Sculptures,' and 'Project Management & Curator,' attached hereto as
Exhibit A and Exhibit B and incorporated herein by reference. Consultant's
compensation for all Work performed in accordance with this Agreement, including all
reimbursable items and subconsultant fees, shall not exceed Sixty Three Thousand
Seven Hundred Thirty Dollars and 00/100 ($63,730.00), without prior written
authorization from City. City shall be responsible for direct compensation for each of
the following line items listed on Exhibit A: 'Honorarium for Phase One Artists' and
'Contingency,' which shall not exceed Fifty Five Thousand Dollars and 00/100
($55,000.00), and said compensation shall be distributed according to the line items
as indicated on Exhibit A. The total compensation for all Work performed under this
contract shall not exceed One Hundred and Eighteen Thousand Seven Hundred
Thirty Dollars and 00/100 ($118,730.00). No billing rate changes shall be made
during the term of this Agreement without the prior written approval of City.
4.2 Consultant shall submit monthly invoices to City describing the Work
performed the preceding month. Consultant's bills shall include the name of the
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person who performed the Work, a brief description of the Services performed and /or
the specific task in the Scope of Services to which it relates, the date the Services
were performed, the number of hours spent on all Work billed on an hourly basis, and
a description of any reimbursable expenditures. City shall pay Consultant no later
than thirty (30) calendar days after approval of the monthly invoice by City staff.
4.3 City shall reimburse Consultant only for those costs or expenses
specifically identified in Exhibit B to this Agreement or specifically approved in writing
in advance by City.
4.4 Consultant shall not receive any compensation for Extra Work performed
without the prior written authorization of City. As used herein, "Extra Work" means
any Work that is determined by City to be necessary for the proper completion of the
Project, but which is not included within the Scope of Services and which the parties
did not reasonably anticipate would be necessary at the execution of this Agreement.
Compensation for any authorized Extra Work shall be paid in accordance with the
Schedule of Billing Rates as set forth in Exhibit B.
4.5 Artists shall submit invoices to City describing the Work created to Tim
Hetherton, Library Services Director, Newport Beach Public Library, 1000
Avocado Avenue, Newport Beach, California 92660. Artist's invoices shall include
the name of the person who performed the Work, a brief description of the Work, and
the date the Work was created.
4.6 Invoices for all other Work performed pursuant to the Scope of Services
shall be submitted to Tim Hetherton, Library Services Director, Newport Beach
Public Library, 1000 Avocado Avenue, Newport Beach, California 92660. Said
invoices shall be submitted monthly, describing the Work performed the preceding
month, the name of the person who performed the Work, a brief description of the
Services performed and/or the specific task in the Scope of Services to which it
relates, the date the Services were performed, the number of hours spent on all Work
billed on an hourly basis, and a description of any reimbursable expenditures. City
shall make payment pursuant to said invoices no later than thirty (30) calendar days
after approval of the monthly invoice by City staff.
5. PROJECT MANAGER
5.1 Consultant shall designate a Project Manager, who shall coordinate all
phases of the Project. This Project Manager shall be available to City at all
reasonable times during the Agreement term. Consultant has designated Richard
Stein to be its Project Manager. Consultant shall not remove or reassign the Project
Manager or any personnel listed in Exhibit A or assign any new or replacement
personnel to the Project without the prior written consent of City. City's approval shall
not be unreasonably withheld with respect to the removal or assignment of non -key
personnel.
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5.2 Consultant, at the sole discretion of City, shall remove from the Project
any of its personnel assigned to the performance of Services upon written request of
City. Consultant warrants that it will continuously furnish the necessary personnel to
complete the Project on a timely basis as contemplated by this Agreement.
5.3 If Consultant is performing inspection services for City, the Project
Manager and any other assigned staff shall be equipped with a cellular phone to
communicate with City staff. The Project Manager's cellular phone number shall be
provided to City.
6. ADMINISTRATION
This Agreement will be administered by the City Manager's Office. City's Public
Information Manager or designee shall be the Project Administrator and shall have the
authority to act for City under this Agreement. The Project Administrator shall represent
City in all matters pertaining to the Services to be rendered pursuant to this Agreement.
7. CITY'S RESPONSIBILITIES
To assist Consultant in the execution of its responsibilities under this Agreement,
City agrees to provide access to and upon request of Consultant, one copy of all
existing relevant information on file at City. City will provide all such materials in a
timely manner so as not to cause delays in Consultant's Work schedule.
8. STANDARD OF CARE
8.1 All of the Services shall be performed by Consultant or under Consultant's
supervision. Consultant represents that it possesses the professional and technical
personnel required to perform the Services required by this Agreement, and that it will
perform all Services in a manner commensurate with the highest professional
standards. For purposes of this Agreement, the phrase "highest professional
standards' shall mean those standards of practice recognized by one (1) or more
first -class firms performing similar work under similar circumstances.
8.2 All Services shall be performed by qualified and experienced personnel
who are not employed by City. By delivery of completed Work, Consultant certifies
that the Work conforms to the requirements of this Agreement, all applicable federal,
state and local laws, and the highest professional standard.
8.3 Consultant represents and warrants to City that it has, shall obtain, and
shall keep in full force and effect during the term hereof, at its sole cost and expense,
all licenses, permits, qualifications, insurance and approvals of whatsoever nature
that is legally required of Consultant to practice its profession. Consultant shall
maintain a City of Newport Beach business license during the term of this Agreement.
8.4 Consultant shall not be responsible for delay, nor shall Consultant be
responsible for damages or be in default or deemed to be in default by reason of
strikes, lockouts, accidents, acts of God, or the failure of City to furnish timely
Arts Orange County Page 4
information or to approve or disapprove Consultant's Work promptly, or delay or
faulty performance by City, contractors, or governmental agencies.
9. HOLD HARMLESS
9.1 To the fullest extent permitted by law, Consultant shall indemnify, defend
and hold harmless City, its City Council, boards and commissions, officers, agents,
volunteers and employees (collectively, the "Indemnified Parties ") from and against
any and all claims (including, without limitation, claims for bodily injury, death or
damage to property), demands, obligations, damages, actions, causes of action,
suits, losses, judgments, fines, penalties, liabilities, costs and expenses (including,
without limitation, attorneys' fees, disbursements and court costs) of every kind and
nature whatsoever (individually, a Claim; collectively, "Claims "), which may arise from
or in any manner relate (directly or indirectly) to any breach of the terms and
conditions of this Agreement, any Work performed or Services provided under this
Agreement including, without limitation, defects in workmanship or materials or
Consultant's presence or activities conducted on the Project (including the negligent,
reckless, and /or willful acts, errors and /or omissions of Consultant, its principals,
officers, agents, employees, vendors, suppliers, consultants, subcontractors, anyone
employed directly or indirectly by any of them or for whose acts they may be liable, or
any or all of them).
9.2 Notwithstanding the foregoing, nothing herein shall be construed to
require Consultant to indemnify the Indemnified Parties from any Claim arising from
the sole negligence or willful misconduct of the Indemnified Parties. Nothing in this
indemnity shall be construed as authorizing any award of attorneys' fees in any action
on or to enforce the terms of this Agreement. This indemnity shall apply to all claims
and liability regardless of whether any insurance policies are applicable. The policy
limits do not act as a limitation upon the amount of indemnification to be provided by
Consultant.
10. INDEPENDENT CONTRACTOR
It is understood that City retains Consultant on an independent contractor basis
and Consultant is not an agent or employee of City. The manner and means of
conducting the Work are under the control of Consultant, except to the extent they are
limited by statute, rule or regulation and the expressed terms of this Agreement. No
civil service status or other right of employment shall accrue to Consultant or its
employees. Nothing in this Agreement shall be deemed to constitute approval for
Consultant or any of Consultant's employees or agents, to be the agents or employees
of City. Consultant shall have the responsibility for and control over the means of
performing the Work, provided that Consultant is in compliance with the terms of this
Agreement. Anything in this Agreement that may appear to give City the right to direct
Consultant as to the details of the performance of the Work or to exercise a measure of
control over Consultant shall mean only that Consultant shall follow the desires of City
with respect to the results of the Services.
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11. COOPERATION
Consultant agrees to work closely and cooperate fully with City's designated
Project Administrator and any other agencies that may have jurisdiction or interest in the
Work to be performed. City agrees to cooperate with the Consultant on the Project.
12. CITY POLICY
Consultant shall discuss and review all matters relating to policy and Project
direction with City's Project Administrator in advance of all critical decision points in
order to ensure the Project proceeds in a manner consistent with City goals and
policies.
13. PROGRESS
Consultant is responsible for keeping the Project Administrator informed on a
regular basis regarding the status and progress of the Project, activities performed and
planned, and any meetings that have been scheduled or are desired.
14. INSURANCE
Without limiting Consultant's indemnification of City, and prior to commencement
of Work, Consultant shall obtain, provide and maintain at its own expense during the
term of this Agreement or for other periods as specified in this Agreement, policies of
insurance of the type, amounts, terms and conditions described in the Insurance
Requirements attached hereto as Exhibit C, and incorporated herein by reference.
15. PROHIBITION AGAINST ASSIGNMENTS AND TRANSFERS
Except as specifically authorized under this Agreement, the Services to be
provided under this Agreement shall not be assigned, transferred contracted or
subcontracted out without the prior written approval of City. Any of the following shall
be construed as an assignment: The sale, assignment, transfer or other disposition of
any of the issued and outstanding capital stock of Consultant, or of the interest of any
general partner or joint venturer or syndicate member or cotenant if Consultant is a
partnership or joint- venture or syndicate or co- tenancy, which shall result in changing
the control of Consultant. Control means fifty percent (50 %) or more of the voting
power or twenty -five percent (25 %) or more of the assets of the corporation, partnership
or joint- venture.
16. SUBCONTRACTING
The subcontractors authorized by City, if any, to perform Work on this Project are
identified in Exhibit A. Consultant shall be fully responsible to City for all acts and
omissions of any subcontractor. Nothing in this Agreement shall create any contractual
relationship between City and any subcontractor nor shall it create any obligation on the
part of City to pay or to see to the payment of any monies due to any such
subcontractor other than as otherwise required by law. City is an intended beneficiary
Arts Orange County Page 6
of any Work performed by the subcontractor for purposes of establishing a duty of care
between the subcontractor and City. Except as specifically authorized herein, the
Services to be provided under this Agreement shall not be otherwise assigned,
transferred, contracted or subcontracted out without the prior written approval of City.
17. OWNERSHIP OF DOCUMENTS
17.1 Each and every report, draft, map, record, plan, document and
other writing produced, including but not limited to, websites, blogs, social media
accounts and applications (hereinafter "Documents "), prepared or caused to be
prepared by Consultant, its officers, employees, agents and subcontractors, in the
course of implementing this Agreement, shall become the exclusive property of City,
and City shall have the sole right to use such materials in its discretion without further
compensation to Consultant or any other party. Additionally, all material posted in
cyberspace by Consultant, its officers, employees, agents and subcontractors, in the
course of implementing this Agreement, shall become the exclusive property of City,
and City shall have the sole right to use such materials in its discretion without further
compensation to Consultant or any other party. Consultant shall, at Consultant's
expense, provide such Documents, including all logins and password information to
City upon prior written request.
17.2 Documents, including drawings and specifications, prepared by
Consultant pursuant to this Agreement are not intended or represented to be suitable
for reuse by City or others on any other project. Any use of completed Documents for
other projects and any use of incomplete Documents without specific written
authorization from Consultant will be at City's sole risk and without liability to
Consultant. Further, any and all liability arising out of changes made to Consultant's
deliverables under this Agreement by City or persons other than Consultant is waived
against Consultant, and City assumes full responsibility for such changes unless City
has given Consultant prior notice and has received from Consultant written consent
for such changes.
17.3 All written documents shall be transmitted to City in formats
compatible with Microsoft Office and/or viewable with Adobe Acrobat.
18. CONFIDENTIALITY
All Documents, including drafts, preliminary drawings or plans, notes and
communications that result from the Services in this Agreement, shall be kept
confidential unless City expressly authorizes in writing the release of information.
19. INTELLECTUAL PROPERTY INDEMNITY
Consultant shall defend and indemnify City, its agents, officers, representatives
and employees against any and all liability, including costs, for infringement or alleged
infringement of any United States' letters patent, trademark, or copyright, including
costs, contained in Consultant's Documents provided under this Agreement.
Arts Orange County Page 7
20. RECORDS
Consultant shall keep records and invoices in connection with the Services to be
performed under this Agreement. Consultant shall maintain complete and accurate
records with respect to the costs incurred under this Agreement and any Services,
expenditures and disbursements charged to City, for a minimum period of three (3)
years, or for any longer period required by law, from the date of final payment to
Consultant under this Agreement. All such records and invoices shall be clearly
identifiable. Consultant shall allow a representative of City to examine, audit and make
transcripts or copies of such records and invoices during regular business hours.
Consultant shall allow inspection of all Work, data, Documents, proceedings and
activities related to the Agreement for a period of three (3) years from the date of final
payment to Consultant under this Agreement.
21. WITHHOLDINGS
City may withhold payment to Consultant of any disputed sums until satisfaction
of the dispute with respect to such payment. Such withholding shall not be deemed to
constitute a failure to pay according to the terms of this Agreement. Consultant shall
not discontinue Work as a result of such withholding. Consultant shall have an
immediate right to appeal to the City Manager or designee with respect to such disputed
sums. Consultant shall be entitled to receive interest on any withheld sums at the rate of
return that City earned on its investments during the time period, from the date of
withholding of any amounts found to have been improperly withheld.
22. ERRORS AND OMISSIONS
In the event of errors or omissions that are due to the negligence or professional
inexperience of Consultant which result in expense to City greater than what would
have resulted if there were not errors or omissions in the Work accomplished by
Consultant, the additional design, construction and/or restoration expense shall be
borne by Consultant. Nothing in this Section is intended to limit City's rights under the
law or any other sections of this Agreement.
23. CITY'S RIGHT TO EMPLOY OTHER CONSULTANTS
City reserves the right to employ other Consultants in connection with the
Project.
24. CONFLICTS OF INTEREST
24.1 Consultant or its employees may be subject to the provisions of the
California Political Reform Act of 1974 (the "Act "), which (1) requires such persons to
disclose any financial interest that may foreseeably be materially affected by the
Work performed under this Agreement, and (2) prohibits such persons from making,
or participating in making, decisions that will foreseeably financially affect such
interest.
Arts Orange County Page 8
24.2 If subject to the Act, Consultant shall conform to all requirements of
the Act. Failure to do so constitutes a material breach and is grounds for immediate
termination of this Agreement by City. Consultant shall indemnify and hold harmless
City for any and all claims for damages resulting from Consultant's violation of this
Section.
25. NOTICES
25.1 All notices, demands, requests or approvals, including any change
in mailing address, to be given under the terms of this Agreement shall be given in
writing, and conclusively shall be deemed served when delivered personally, or on
the third business day after the deposit thereof in the United States mail, postage
prepaid, first -class mail, addressed as hereinafter provided.
25.2 All notices, demands, requests or approvals from Consultant to City
shall be addressed to City at:
Attn: Tara Finnigan, Public Information Manager
City Manager's Office
City of Newport Beach
100 Civic Center Drive
PO Box 1768
Newport Beach, CA 92658
25.3 All notices, demands, requests or approvals from City to Consultant
shall be addressed to Consultant at:
Attn: Richard Stein
Arts Orange County
3730 South Susan Street, Suite 100
Costa Mesa, CA 92704
26. CLAIMS
Unless a shorter time is specified elsewhere in this Agreement, before making its
final request for payment under this Agreement, Consultant shall submit to City, in
writing, all claims for compensation under or arising out of this Agreement.
Consultant's acceptance of the final payment shall constitute a waiver of all claims for
compensation under or arising out of this Agreement except those previously made in
writing and identified by Consultant in writing as unsettled at the time of its final request
for payment. Consultant and City expressly agree that in addition to any claims fling
requirements set forth in the Agreement, Consultant shall be required to file any claim
Consultant may have against City in strict conformance with the Government Claims Act
(Government Code sections 900 et seq.).
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27. TERMINATION
27.1 In the event that either party fails or refuses to perform any of the
provisions of this Agreement at the time and in the manner required, that party shall
be deemed in default in the performance of this Agreement. If such default is not
cured within a period of two (2) calendar days, or if more than two (2) calendar days
are reasonably required to cure the default and the defaulting party fails to give
adequate assurance of due performance within two (2) calendar days after receipt of
written notice of default, specifying the nature of such default and the steps
necessary to cure such default, and thereafter diligently take steps to cure the
default, the non - defaulting party may terminate the Agreement forthwith by giving to
the defaulting party written notice thereof.
27.2 Notwithstanding the above provisions, City shall have the right, at
its sole and absolute discretion and without cause, of terminating this Agreement at
any time by giving no less than seven (7) calendar days' prior written notice to
Consultant. In the event of termination under this Section, City shall pay Consultant
for Services satisfactorily performed and costs incurred up to the effective date of
termination for which Consultant has not been previously paid. On the effective date
of termination, Consultant shall deliver to City all reports, Documents and other
information developed or accumulated in the performance of this Agreement, whether
in draft or final form.
28. STANDARD PROVISIONS
28.1 Recitals. City and Consultant acknowledge that the above Recitals
are true and correct and are hereby incorporated by reference into this Agreement.
28.2 Compliance with all Laws. Consultant shall, at its own cost and
expense, comply with all statutes, ordinances, regulations and requirements of all
governmental entities, including federal, state, county or municipal, whether now in
force or hereinafter enacted. In addition, all Work prepared by Consultant shall
conform to applicable City, county, state and federal laws, rules, regulations and
permit requirements and be subject to approval of the Project Administrator and City.
28.3 Waiver. A waiver by either party of any breach, of any term,
covenant or condition contained herein shall not be deemed to be a waiver of any
subsequent breach of the same or any other term, covenant or condition contained
herein, whether of the same or a different character.
28.4 Integrated Contract. This Agreement represents the full and
complete understanding of every kind or nature whatsoever between the parties
hereto, and all preliminary negotiations and agreements of whatsoever kind or nature
are merged herein. No verbal agreement or implied covenant shall be held to vary
the provisions herein.
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28.5 Conflicts or Inconsistencies. In the event there are any conflicts or
inconsistencies between this Agreement and the Scope of Services or any other
attachments attached hereto, the terms of this Agreement shall govern.
28.6 Interpretation. The terms of this Agreement shall be construed in
accordance with the meaning of the language used and shall not be construed for or
against either party by reason of the authorship of the Agreement or any other rule of
construction which might otherwise apply.
28.7 Amendments. This Agreement may be modified or amended only
by a written document executed by both Consultant and City and approved as to form
by the City Attorney.
28.8 Severability. If any term or portion of this Agreement is held to be
invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the
remaining provisions of this Agreement shall continue in full force and effect.
28.9 Controlling Law and Venue. The laws of the State of California
shall govern this Agreement and all matters relating to it and any action brought
relating to this Agreement shall be adjudicated in a court of competent jurisdiction in
the County of Orange, State of California.
28.10 Equal Opportunitv Employment. Consultant represents that it is an
equal opportunity employer and it shall not discriminate against any subcontractor,
employee or applicant for employment because of race, religion, color, national
origin, handicap, ancestry, sex, age or any other impermissible basis under law.
28.11 No Attorneys' Fees. In the event of any dispute or legal action
arising under this Agreement, the prevailing party shall not be entitled to attorneys'
fees.
28.12 Counterparts. This Agreement may be executed in two (2) or more
counterparts, each of which shall be deemed an original and all of which together
shall constitute one (1) and the same instrument.
[SIGNATURES ON NEXT PAGE]
Arts Orange County Page 11
IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed on the dates written below.
APPROVED AS TO FORM:
CITY ATTORNEY'S OFFICE
Date: 3 / / -�-/ I �-
By:
Aaron C. arp\\,�
City Attorney
ATTEST: 3 k
�-
Date:
By:
ftg-
reila'ni'l. Brown
City Clerk
CITY OF NEWPORT BEACH,
a California municipal corporation
Date: 1�1 t 1 ijS�
By:
Dave i
City Manager
CONSULTANT: Arts Orange County, a
Californiac rp ration
Date: ����
By:
Richard tein
Executive Director, Arts Orange County
Date: 31 d 3 h
By:
Susan K. Hod
Secretary
[END OF SIGNATURES]
Attachments: Exhibit A - Scope of Services
Exhibit B - Schedule of Billing Rates
Exhibit C - Insurance Requirements
Arts Orange County Page 12
EXHIBIT A
SCOPE OF SERVICES
The City shall retain Arts Orange County ( "Consultant') to provide Public Art
Coordination and Site Management Services for a proposed sculpture exhibition. The
Newport Beach Outdoor Sculpture Park designed by Peter Walker is located in the new
16 -acre Civic Center in the heart of Newport Beach. The park has been designed to
exhibit up to twenty (20) pieces of sculpture for a period of three years with installation
commencing in 2014 and de- installation planned for 2017.
Under general direction, the Consultant shall assist in the coordination and
implementation of the Public Art Sculpture Program for the City of Newport Beach,
California. Consultant shall report directly to the Library Services Director or his /her
designee, and provide direct support in administering and managing all aspects of the
Public Art Sculpture Program.
1. Installation Plan
Ten (10) sculptures were installed in the first year of the exhibit ( "Phase 1 "). After
evaluation of the success of the first phase and additional funding, an additional ten
(10) sculptures are planned for installation on the second year of the exhibit
('Phase 2 "). Each Phase of sculptures shall be displayed for two (2) years.
2. Consultant Responsibilities and Provisions
Consultant shall be responsible for facilitating and managing the Public Art
Sculpture Exhibit at the Newport Beach Civic Center Park and performing the
following functions. Consultant shall:
• Draft forms such as: Master Calendar of project, List of Potential Artists
and Art Registries;
• Manage the Call for Artists Entry;
• Provide for an Art Conservator to aid in the Call for Artists Entry selection
process and serve on the sculpture selection panel;
• Provide an honorarium of Two Hundred Fifty Dollars and 00/100 ($250.00)
to each of the two (2) artists and one (1) conservator selected to serve on
the sculpture selection panel;
• Present artist entries to the City of Newport Beach Arts Commission for
evaluation;
• Work with the City and the City of Newport Beach Arts Commission to
present the selected pieces to the City Council for approval;
• Maintain contact with selected artists;
Arts Orange County Page A -1
• Develop and consult on Media Plan for the Public Art Sculpture Exhibit;
• Coordinate with the City of Newport Beach Public Works Department for
engineering matters related to site construction;
• Facilitate the site preparation, installation and de- installation of sculptures;
• Provide concrete bases that are required for site preparation;
• Ensure that all administrative and operational procedures related to the
Public Art Sculpture Exhibit are in accordance with City policies and
procedures;
• Consult on the design of brochures and /or catalogs pertinent to the Public
Art Sculpture Exhibit;
• Consult on the drafting and production of docent training materials;
• Consult on the creation of educational kits;
• Consult on advertising efforts promoting the exhibit, including developing
text and design for print materials;
• Consult on the production of visual signage;
• Provide one (1) training session for art docents assigned to the exhibit by
the City;
• Maintain an artist registry; and
• Manage and curate the Public Art Sculpture Exhibit.
3. City Responsibilities and Provisions
• City shall provide engineering services and consultation as they relate to
the pouring and placement of concrete pads required for sculptures;
• City shall pay a total of Fifty Thousand Dollars and 00/100 ($50,000.00) in
honorariums to artists. Each artist selected for the sculpture exhibition will
receive half of their honorarium upon installation in August 2015 and the
remaining half upon de- installation in August 2017;
• City shall coordinate with the Arts Foundation to provide art docents to be
assigned to the exhibit;
• City shall verify that adequate insurance coverage limits for the sculptures
and exhibit are enacted prior to the opening of the exhibit.
Arts Orange County Page A -2
4. Proiect Timeline
DATE
TASK
FEBRUARY 201
Prepare work schedule
Schedule kick -off meeting
Facilitate kick -off meeting to establish goals & expectations (estimated time 90
min ?)
Submit new call registration form on Cafe
MARCH 201
Conduct site analysis to identify ideal sites to install foundation pads (March 2)
Complete RFP
Launch call (8 weeks; March 9h — May 1)
Disseminate RFP (Public Art Network Listserv, California Arts Council, LA
Culture Net, PACSOCAL, Local Media, SparkOC, Personal Invitations)
Establish artist selection panel
MAY 201
Deadline for artists submissions (May 1s)
Review applicants for completeness (May 4th)
Panel meeting to review artist submissions and select artworks, including
decisions on site placement (May 15th)
JUNE 201
Approval of selected artworks by City Arts Commission (June 11 th)
Approval of selected artworks by City Council (June 23)
JULY 201
Meet with City staff regarding its requirements affecting installations
Site preparation
Meet with Public Works to confirm designs and location for sculpture
foundations
Schedule installation of sculpture foundations
Supervise installation of sculpture foundations
Schedule deliveries & installation of artwork
Collect media from artists & begin developing docent materials
Submit media for informational brochure
Submit recommendations for media plan
AUGUST 201
Installation
SEPTEMBER 201
Exhibition Opening
Arts Orange County Page A -3
EXHIBIT B
SCHEDULE OF BILLING RATES
Consultant shall provide services as described in this Agreement and receive
compensation in an amount not to exceed Sixty Three Thousand Seven Hundred
Thirty Dollars and 001100 ($63,730.00). The following is an itemization of the project
cost:
Arts Orange County Page B -1
EXHIBIT C
INSURANCE REQUIREMENTS — PROFESSIONAL SERVICES
1. Provision of Insurance. Without limiting Consultant's indemnification of City, and
prior to commencement of Work, Consultant shall obtain, provide and maintain at
its own expense during the term of this Agreement, policies of insurance of the
type and amounts described below and in a form satisfactory to City. Consultant
agrees to provide insurance in accordance with requirements set forth here. If
Consultant uses existing coverage to comply and that coverage does not meet
these requirements, Consultant agrees to amend, supplement or endorse the
existing coverage.
2. Acceptable Insurers. All insurance policies shall be issued by an insurance
company currently authorized by the Insurance Commissioner to transact
business of insurance in the State of California, with an assigned policyholders'
Rating of A- (or higher) and Financial Size Category Class VII (or larger) in
accordance with the latest edition of Best's Key Rating Guide, unless otherwise
approved by the City's Risk Manager.
3. Coverage Requirements.
A. Workers' Compensation Insurance. Consultant shall maintain Workers'
Compensation Insurance, statutory limits, and Employer's Liability
Insurance with limits of at least one million dollars ($1,000,000) each
accident for bodily injury by accident and each employee for bodily injury
by disease in accordance with the laws of the State of California, Section
3700 of the Labor Code.
Consultant shall submit to City, along with the certificate of insurance, a
Waiver of Subrogation endorsement in favor of City, its officers, agents,
employees and volunteers.
B. General Liability Insurance. Consultant shall maintain commercial general
liability insurance, and if necessary umbrella liability insurance, with
coverage at least as broad as provided by Insurance Services Office form
CG 00 01, in an amount not less than one million dollars ($1,000,000) per
occurrence, two million dollars ($2,000,000) general aggregate. The
policy shall cover liability arising from premises, operations, personal and
advertising injury, and liability assumed under an insured contract
(including the tort liability of another assumed in a business contract).
C. Automobile Liability Insurance. Consultant shall maintain automobile
insurance at least as broad as Insurance Services Office form CA 00 01
covering bodily injury and property damage for all activities of Consultant
arising out of or in connection with Work to be performed under this
Agreement, including coverage for any owned, hired, non -owned or rented
vehicles, in an amount not less than one million dollars ($1,000,000)
combined single limit each accident.
Arts Orange County Page C -1
D. Professional Liability (Errors & Omissions) Insurance. Consultant shall
maintain professional liability insurance that covers the Services to be
performed in connection with this Agreement, in the minimum amount of
one million dollars ($1,000,000) per claim and two million dollars
($2,000,000) in the aggregate. Any policy inception date, continuity date,
or retroactive date must be before the Effective Date of this Agreement
and Consultant agrees to maintain continuous coverage through a period
no less than three years after completion of the Services required by this
Agreement.
4. Other Insurance Requirements. The policies are to contain, or be endorsed to
contain, the following provisions:
A. Waiver of Subrogation. All insurance coverage maintained or procured
pursuant to this Agreement shall be endorsed to waive subrogation
against City, its elected or appointed officers, agents, officials, employees
and volunteers or shall specifically allow Consultant or others providing
insurance evidence in compliance with these requirements to waive their
right of recovery prior to a loss. Consultant hereby waives its own right of
recovery against City, and shall require similar written express waivers
from each of its subconsultants.
B. Additional Insured Status. All liability policies including general liability,
excess liability, pollution liability, and automobile liability, if required, but
not including professional liability, shall provide or be endorsed to provide
that City and its officers, officials, employees, and agents shall be included
as insureds under such policies.
C. Primary and Non Contributory. All liability coverage shall apply on a
primary basis and shall not require contribution from any insurance or self -
insurance maintained by City.
D. Notice of Cancellation. All policies shall provide City with thirty (30)
calendar days notice of cancellation (except for nonpayment for which ten
(10) calendar days notice is required) or nonrenewal of coverage for each
required coverage.
5. Additional Agreements Between the Parties. The parties hereby agree to the
following:
A. Evidence of Insurance. Consultant shall provide certificates of insurance
to City as evidence of the insurance coverage required herein, along with
a waiver of subrogation endorsement for workers' compensation and other
endorsements as specified herein for each coverage. Insurance
certificates and endorsement must be approved by City's Risk Manager
prior to commencement of performance. Current certification of insurance
shall be kept on file with City at all times during the term of this
Agreement. City reserves the right to require complete, certified copies of
all required insurance policies, at any time.
Arts Orange County Page C -2
B. City's Right to Revise Requirements. City reserves the right at any time
during the term of the Agreement to change the amounts and types of
insurance required by giving Consultant sixty (60) calendar days advance
written notice of such change. If such change results in substantial
additional cost to Consultant, City and Consultant may renegotiate
Consultant's compensation.
C. Enforcement of Agreement Provisions. Consultant acknowledges and
agrees that any actual or alleged failure on the part of City to inform
Consultant of non - compliance with any requirement imposes no additional
obligations on City nor does it waive any rights hereunder.
D. Requirements not Limiting. Requirements of specific coverage features
or limits contained in this Section are not intended as a limitation on
coverage, limits or other requirements, or a waiver of any coverage
normally provided by any insurance. Specific reference to a given
coverage feature is for purposes of clarification only as it pertains to a
given issue and is not intended by any party or insured to be all inclusive,
or to the exclusion of other coverage, or a waiver of any type. If the
Consultant maintains higher limits than the minimums shown above, the
City requires and shall be entitled to coverage for higher limits maintained
by the Consultant. Any available insurance proceeds in excess of the
specified minimum limits of insurance and coverage shall be available to
the City.
E. Self- insured Retentions. Any self- insured retentions must be declared to
and approved by City. City reserves the right to require that self- insured
retentions be eliminated, lowered, or replaced by a deductible. Self -
insurance will not be considered to comply with these requirements unless
approved by City.
F. City Remedies for Non - Compliance. If Consultant or any subconsultant
fails to provide and maintain insurance as required herein, then City shall
have the right but not the obligation, to purchase such insurance, to
terminate this Agreement, or to suspend Consultant's right to proceed until
proper evidence of insurance is provided. Any amounts paid by City shall,
at City's sole option, be deducted from amounts payable to Consultant or
reimbursed by Consultant upon demand.
G. Timely Notice of Claims. Contractor shall give City prompt and timely
notice of claims made or suits instituted that arise out of or result from
Contractor's performance under this Contract, and that involve or may
involve coverage under any of the required liability policies. City assumes
no obligation or liability by such notice, but has the right (but not the duty)
to monitor the handling of any such claim or claims if they are likely to
involve City.
H. Consultant's Insurance. Consultant shall also procure and maintain, at its
own cost and expense, any additional kinds of insurance, which in its own
Arts Orange County Page C -3
judgment may be necessary for its proper protection and prosecution of
the Work.
Arts Orange County Page C -4
s�coFZO CERTIFICATE OF LIABILITY INSURANCE
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02/24/2016
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.
IMPORTANT: If the certificate holder Is an ADDITIONAL INSURED, the pollcy(les) must be endorsed. If SUBROGATION IS WAIVED, subject to
the terms and conditions of the policy, certain policies may require an endorsement. Astatement on this certificate does not confer rights to the
certificate holder In lieu of such endorsement(s). 'I
PRODUCER Phone: 626 W2 -2258 Fan- 828339.9921
LILLIAN ROMERO GOME2
BAKER ROMERO & ASSOCIATES INSURANCE BROKERS, INC.
750 TERRADO PLAZA SUITE 238
COfRACi Christine Sousa '
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Dc 1if4.€MJ_ (626) 332.2268 Itwc ,mT (626) 339 -9921 1
E'aAIL chrisgna@bakerromero.com
ADOSESS,
COVINA CA 91723
INSURERS) AFFORDING COVERAGE 'NAIC -9,
INSURERA : Great American Insurance Companies
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ARTS ORANGE COUNTY
INSURER
3730 S. SUSAN ST #100
SANTA ANA CA 92704
INSURERC
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INSURERF
COVERAGES CERTIFICATE NUMBER: 13119 REVISION NUMBER:
THIS IS TOCERTIFY THATTHE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD.
INDICATED. 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 ALLTHE TERMS, fi
EXCLUSIONSAND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
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DESCRIPTION OF OPERATIONS J LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached If more space Is required)
The City of Newport Beach Its officers Agents and employees named as additional Insured regarding Consultant Services -:- b0',0601
With respect to claims arising out of the operations and uses performed by or on behalf of the named Insured, such Insurance as Is
afforded by this policy Is primary and Is not additional to or contributing with any other insurance carried by or For the benefit of the
additional Insured - Waiver of Subrogation , If required In a written contract Included under GL Broadening Endorsement.
CERTIFICATE HOLDER CANCELLATION ,I
City of Newport Beach
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE.
City Manager's Office
THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN
100 Civfc Center Drive
ACCORDANCE WITH THE POLICY PROVISIONS. .
P.O. Box 1768
AUTHORIZED flfPRESENfA]NE
Newport Beach, CA 92658
R - _ -4
Attention: Tara Finnigan, Publ(c Information Officer
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Christine Sousa
ACORD 25 (2014101) ®1908.2014 ACORD CORPORATION. All rights reserved .;;,,_y
The ACORD name and logo are registered marks of ACORD
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