AGREEMENT FOR ARTIST SERVICES
This AGREEMENT is entered into and effective as of December 6, 2022, by and between the City Placentia (hereafter "CITY") and Cliff Garten & Associates, Inc., a California corporation, dba Cliff Garten Studio, (hereinafter referred to as "ARTIST"), to provide CITY with specialized ARTIST services by fabricating and installing a new gateway sculpture known as "Chromatic Ascension" on property owned by the State of California as part of a State highway beautification project sponsored by the California Department of Transportation (Caltrans) and Clean California Program.
WHEREAS, ARTIST desires to provide, and CITY desires to retain ARTIST to fabricate and install a new gateway sculpture as a public art project; and WHEREAS, ARTIST is a recognized professional with extensive experience and training in ARTIST's specialized field. In rendering these services ARTIST shall at a minimum exercise the ordinary care and skill expected from the average practitioner in ARTIST's profession acting under similar circumstances; and WHEREAS, such services will be of a professional and technical nature; and WHEREAS, the City Council has authorized Damien R. Arrula, City Administrator, to enter into this contract for these services.
NOW, THEREFORE, CITY and ARTIST agree as follows:
1.0 APPLICABLE DOCUMENTS
Attachment A, as set forth below is attached to and form a part of this Agreement.
Attachment A: Scope of Work, Schedule, Costs, Fees, and Artist Proposal
Attachment B: Caltrans Assignment and Transfer of Copyright and Waiver of Moral Rights in Artwork Agreement
This Agreement and the Attachment attached hereto constitutes the complete and exclusive statement of understanding between the parties which supersedes all previous agreements, written or oral, and all other communications between the parties relating to the subject matter of this Agreement.
In the event of any conflict or inconsistency between this Agreement and the attachments, or between the attachments, it shall be resolved by giving precedence first to this Agreement and then to the attachments in the following order: Attachment A, Attachment B.
2.0. TERM OF AGREEMENT
1 2.1 The term of this Agreement shall commence one day following full execution of this Agreement by CITY and ARTIST and shall expire within twenty-four (24) months subject to CITY's right to terminate earlier as provided herein.
2.2 This Agreement may be extended at the sole discretion of CITY, on a month-to-month basis for an additional one (1) year period by amending the Agreement in writing to reflect such extension.
3.0 INTERPRETATION
This Agreement shall be interpreted in accordance with the laws of the State of California. The headings herein contained are for convenience and reference only and are not intended to define the scope of any provision thereof.
4.0 DEFINITIONS
The following words as used herein shall be construed to have the following meaning, unless otherwise apparent from the context in which they are used:
Artist: means the artist, sole proprietor, partnership, or corporation which has entered into a contract with CITY to perform or execute the work covered by these specifications, including Artist's employees, agents, assigns, contractors, subcontractors, and anyone else involved in any manner in the exercise of the rights therein given to the Artist.
Artwork: means the site-specific Artwork as ultimately conceived, designed, including the Sculpture pedestal wall, lighting and all landscape and infrastructure after consultation with and approval by the City and applicable jurisdictional agencies.
Sculpture: means that part of the site-specific Artwork as ultimately conceived, designed, painted, fabricated, which is delivered to the Premises and installed on the pedestal wall by the Contractor
Contractor: means the Contractor or General Contractor hired by the City to perform construction, site work and installation of the Artwork necessary to complete the project for approval by the City and applicable jurisdictional agencies and the Artist.
Premises: means name and location of project.
Renroduction: means a two-dimensional or three-dimensional representation of the Artwork such as a photograph or scale model, recognizable as representing the Artwork.
2 5.0 MAXIMUM AMOUNT AND ARTIST PAYMENT
The not -to -exceed amount of this Agreement shall be Four Hundred- Seventy Five Thousand Dollars ($475,000) including all materials, labor and out of pocket expenses for structural engineering, electrical engineering, design development drawings, construction documents for the pedestal walls and footing, lighting specifications and plan, shop drawings, fabrication and painting of the Sculpture, delivery of sculpture to site and coordination with the Contractor hired by the City for the term of this Agreement as set forth in Section 2.0, above unless otherwise extended by written notice and agreed to by both parties.
Payment to ARTIST shall be made according to milestones listed in Attachment A to this Agreement, "Scope of Work, Schedule, Costs, Fees and Artist Proposal," provided that ARTIST is not in default under any provision of this Agreement beyond required notice and opportunity to cure periods, and has submitted a complete and accurate statement of payment due with documentation and deliverables attached supporting documentation of Artwork, purchase of materials and fabrication services and the statement of payment due per milestone. ARTIST's fees shall include all applicable taxes, and any additional taxes that are not included remain the responsibility of ARTIST.
5.1 ARTIST shall submit to the CITY all invoices, with documentation supporting the invoiced amounts, and the required deliverables (see Section 6.0, below, Statement of Work/Deliverables).
5.2 Upon approval of the required deliverables, the CITY shall review the invoice and authorize payment of an accurate invoice as soon as possible after receipt of ARTIST's billing. CITY will make a reasonable effort to effect payment within forty-five (45) days following receipt of an invoice which is accurate as to form and content.
6.0 STATEMENT OF WORK/DELIVERABLES.
6.1 DESCRIPTION OF THE ARTWORK
Artist will fabricate and install a new site-specific Artwork gateway Sculpture called "Chromatic Ascension" on the on-ramp to State Highway 57 at Orangethorpe Boulevard as noted in the City selected gateway concepts attached to this Agreement. The approved gateway sculpture concepts are included in Attachment A of this Agreement.
Material and conceptual changes may be made to the design of the Artwork as proposed herein by the ARTIST prior to the CITY'S Acceptance of the Artwork (such as changes in the Artwork's material, color, size, relative scale and placement as compared to the preliminary design therefore that was most recently accepted or approved by the CITY) but only after the ARTIST has given written notice of such desired 3 changes to the CITY and has received written approval of each such change. Upon reasonable prior notice to the ARTIST, the CITY, and/or the CITY's agents shall have a right to make reasonable inspections and reviews of the ARTIST's progress with respect to the Artwork.
7.0 FURTHER TERMS AND CONDITIONS
7.1 APPROVAL AND OWNERSHIP OF ARTWORK
All tasks, "work products" (deliverables), services or other work performed by ARTIST are subject to the written approval of the CITY or designee. Approval of deliverable(s) will not be unreasonably withheld by CITY. Rejection of deliverable(s) shall be on clearly stated grounds with reference to objective criteria based upon deviations from original designs as approved. Upon issuance by the CITY of an Acceptance Notice, as provided in Section 7.18 herein and subject to Section 7.20, all right, title and ownership of the Artwork shall vest in the State of California pursuant to a separate agreement between the State and ARTIST. The City of Placentia shall maintain the Artwork under a separate agreement with the State of California.
7.2 AUTHORIZATION WARRANTY
ARTIST represents and warrants that the signatory to this Agreement is fully authorized to obligate ARTIST hereunder and that all acts necessary to effectuate the valid execution of this Agreement by any fictitious legal entity which constitutes ARTIST have been accomplished.
7.3 CHANGES AND AMENDMENTS OF TERMS
CITY reserves the right to change, through negotiation, any portion of the work required under this Agreement, or amend such other terms and conditions which may become necessary. Any such revisions shall be accomplished in the following manner:
7.3.1 For any change which does not materially affect the scope of work, or any other term or condition included under this Agreement, a Change Notice shall be prepared and signed by the CITY and ARTIST.
7.3.2 For any revision which materially affects the scope of work, price, or any term and condition included in the Agreement, an amendment to the Agreement shall be reasonably negotiated in good faith by both parties and executed by ARTIST and CITY's City Administrator or his designee.
7.3.3 For any change affecting ARTIST's project personnel, ARTIST 4 shall submit written notification and request to effect the change to the CITY. The CITY may accept or reject ARTIST's written notification and request.
7.4 ARTIST PERSONNEL
ARTIST shall provide qualified personnel to perform work and provide "work products" (deliverables) as indicated in the Agreement. ARTIST will ensure that its staff possesses the required professional licenses and certificates, if any, required by the State of California.
7.5 CITY'S QUALITY ASSURANCE PLAN
CITY or its agent will evaluate ARTIST's performance under this Agreement on not less than an annual basis. Such evaluation will include assessing ARTIST's compliance with all Agreement terms and performance standards. ARTIST deficiencies which CITY determines are severe or continuing and that may place performance of the Agreement in jeopardy, if not corrected, will be reported to the City Council. The report will include improvements/corrective action measures taken by CITY and ARTIST. If improvement does not occur consistent with the corrective action measures, CITY may terminate this Agreement or impose other penalties as specified in this Agreement.
The CITY may visit the ARTIST'S fabricator any time during the fabrication process with at least two (2) week's prior notice. ARTIST will provide CITY with photos of the materials purchased and the fabrication process at milestones in Exhibit A. CITY may visit Artist's fabricator at its expense, or may review the fabrication process via photos,
7.6 CITY'S RIGHT TO RENEGOTIATE AGREEMENT
CITY retains the right to renegotiate the terms, conditions and fees during the period of the Agreement if such renegotiation is necessitated by budget shortfalls and reductions. ARTIST is not obligated to accept such renegotiation terms and, in the event ARTIST and CITY cannot agree to new terms, this Agreement may be terminated for the convenience of the CITY pursuant to Section 7.24 herein and ARTIST will be paid in full on a pro rata basis for all work completed and costs and expenses incurred up to termination if ARTIST is not in default.
7.7 DELEGATION AND ASSIGNMENT
ARTIST shall not delegate its duties nor assign its rights hereunder, either in whole or in part, without the prior written consent of CITY.
7.7.1 Any delegation of duties shall be in the form of a subcontract.
ARTIST'S request to CITY for approval to enter a subcontract shall include:
5 7.7.1.1 A description of the services to be provided by a proposed subcontractor.
7.7.1.2 Identification of the proposed subcontractor and an explanation of why and how the proposed subcontractor was selected.
7.7.1.3 The proposed subcontract amount, together with ARTIST's cost or price analysis thereof.
7.7.1.4 A copy of the proposed subcontract. Any later modification or amendment of such subcontract shall be approved in writing by CITY before such modification or amendment is effective.
7.7.1.5 Subcontracts shall be made in the name of ARTIST and shall not bind nor purport to bind CITY. The making of subcontracts hereunder shall not relieve ARTIST of any requirement under this Agreement, including, but not limited to, the duty to properly supervise and coordinate the work of the
subcontractor. Approval of the provisions of any subcontract by CITY shall not be construed to constitute a determination of the allowableness of any cost under this Agreement. In no event shall approval of any subcontract by CITY be construed as affecting any increase in the Maximum Amount of this
Agreement set forth herein.
7.8 DISCLOSURE OF INFORMATION
ARTIST shall not disclose any details in connection with this Agreement to any party, except as may be otherwise provided herein or required by law. However, in recognizing ARTIST's need to identify its services and related clients to sustain itself, CITY shall not prohibit ARTIST from publicizing its role under this Agreement within the following conditions:
7.8.1 ARTIST shall develop all publicity material in a
professional manner.
7.8.2 During performance of this Agreement, ARTIST, its employees, agents, and subcontractors shall not publish or disseminate commercial advertisements, press releases, opinions, or feature articles, using the name of CITY without CITY's prior consent.
7.8.3 ARTIST shall not possess any interest, title, or right to any CITY case data or records. ARTIST is prohibited from disclosing any identified or unidentified raw CITY data to any other party, or from combining any identified or unidentified raw CITY data with that of any other ARTIST client or other party into any database or report format for any purpose whatsoever without 6 the expressed, written authorization of CITY_
7.9 INDEMNIFICATION
7.9.1 The Contractor shall indemnify, defend, and hold harmless the CITY, elected and appointed officers, employees, agents and volunteers ("CITY Indemnitees") from and against any and all liability, including but not limited to demands, claims, actions, fees, costs, and expenses (including attorney and expert witness fees), arising from and/or relating to this Contract, except for such loss or damage arising from the negligence or willful misconduct of the CITY Indemnitees.
7.10 INDEPENDENT CONTRACTOR STATUS
7.10.1 The ARTIST shall perform all services hereunder as an independent contractor and is not and shall not be considered as an employee of the CITY. The Agreement is by and between the ARTIST and the CITY and is not intended, and shall not be construed, to create the relationship of employee, agent, partnership, joint venture, or association, between the CITY and the ARTIST.
7.10.2 The ARTIST understands and agrees that all persons furnishing services to the ARTIST pursuant to this Agreement are, for purposes of workers' compensation liability, employees solely of the ARTIST and not the CITY. The ARTIST shall bear the sole responsibility and liability for furnishing workers' compensation benefits to any person for injuries arising from or connected with services performed by or on behalf of the ARTIST pursuant to this Agreement.
7.10.3 ARTIST represents and warrants to CITY, and CITY relies on such representation and warranty, that ARTIST has the
necessary skills, competency, and expertise to fully and completely perform the specialized services called for under this Agreement. CITY and ARTIST understand and agree that
ARTIST is responsible for the means and methods of performing these special services and accomplishing the results,
deliverables, objectives and/or purposes specified and/or requested by CITY pursuant to this Agreement.
7.11 INSURANCE COVERAGE REQUIREMENTS
Without limiting the ARTIST's indemnification of the CITY, the ARTIST shall procure and maintain throughout the Term of the Agreement the following programs of insurance as specified, except as otherwise noted. Such insurance shall be provided by insurers acceptable to CITY 7 and shall be primary to and not contributing as it relates to ARTIST liability with any other insurance or self-insurance programs maintained by the CITY, and such coverage shall be provided and maintained at the ARTIST'S expense.
ARTIST shall provide a certificate of insurance or other evidence of coverage acceptable to CITY, which shall evidence that the specified types and limits of insurance are in effect. Failure by ARTIST to provide evidence of, or to maintain the required insurance, shall constitute a material breach of the contract upon which CITY may immediately terminate or suspend this Agreement.
7.11.1 General Liability Insurance
Such coverage shall be obtained prior to the commencement of the painting of the Artwork and maintained until such time as ARTIST obtains CITY'S written acceptance of the Artwork. Such insurance also shall name CITY as an additional insured, and provide limits of not less than the following:
General Aggregate
Products/Completed Operations Aggregate
Personal and Advertising Injury
Each Occurrence
$1 million
$1 million
$1 million
$1 million
Such coverage shall be written on an ISO Commercial General Liability form (CG 00 01) or its equivalent. Alternatively, and at its sole option, the CITY also may accept liability coverage written on a Business Owners, a "Home Based" or similar "Micro" Business Policy form, or a Homeowners Insurance Policy form, providing such policy covers liability arising out of or in connection with the ARTIST'S business operations, including the ARTIST'S operations at locations other than the ARTIST'S residence premises.
Insurance Coverage Provided by Contractor: ARTIST may
satisfy all or any portion of the above general liability insurance requirements by providing evidence acceptable to CITY that the ARTIST is insured under a policy(ies) maintained by another party, such as a prime or general contractor.
7.11.2 Automobile Liability Insurance
Bodily injury liability each person
Bodily injury liability each accident
Property damage liability
$1 million
$1 million
$1 million
Such insurance shall include coverage for any vehicle the ARTIST will use to perform the services listed herein; such auto liability insurance must cover liability arising out of the ARTIST's business use of the vehicle.
8 7.11.3 Workers Compensation and Employers' Liability Insurance ARTIST shall be responsible for providing workers compensation benefits, as required by the Labor Code of the State of California or by any other state, and for which ARTIST is responsible. The above insurance also shall include Employers' Liability coverage with limits of not less than the following:
Each accident
Disease - policy limit
Disease - each employee
$1 million
$1 million
$1 million
7.11.4 Additional Insured Endorsements
The commercial general liability insurance policy and business automobile liability policy shall contain or be endorsed to contain the following provisions as worded below:
(a) Additional insureds: "The City of Placentia and its elected and appointed boards, officers, officials, agents, employees, and volunteers are additional insureds with respect to: liability arising out of activities performed by or on behalf of the Artist pursuant to its contract with the City; products and completed operations of the Artist; premises owned, occupied or used by the Artist automobiles owned, leased, hired, or borrowed by the Artist."
(b) Notice: " ARTIST shall provide immediate written notice if (1) any of the required insurance policies is terminated; (2) the limits of any of the required polices are reduced; (3) or the deductible or self- insured retention is increased. In the event of any cancellation or reduction in coverage or limits of any insurance, ARTIST shall forthwith obtain and submit proof of substitute insurance. Should ARTIST fail to immediately procure other insurance, as specified, to substitute for any canceled policy, the City may procure such insurance at ARTIST's sole cost and expense."
(c) Other insurance: "The ARTIST's insurance coverage shall be primary insurance as respects the City of Placentia, its officers, officials, agents, employees, and volunteers as it relates to ARTIST liability. Any other insurance maintained by the City of Placentia shall be excess and not contributing with the insurance provided by this policy."
(d) Any failure to comply with the reporting provisions of the policies shall not affect coverage provided to the City of Placentia, its officers, officials, agents, employees, and volunteers. (e) The ARTIST s insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability.
9 7.11.5 Pronertv Insurance
Section not used.
7.11.6 Waiver of Subroaation
The ARTIST agrees to release the CITY and waive its rights of recovery against the CITY under the insurance policies specified in this Agreement.
7.11.7 Notification of Incidents. Claims or Suits
ARTIST shall report to CITY:
7.11.7.1 Any accident or incident relating to services
performed under this Agreement which involves injury or property damage which may result in the filing of a claim or lawsuit against ARTIST and/or CITY. Such report shall be made in writing within 24 hours of occurrence.
7.11.7.2 Any third -party claim or lawsuit filed against ARTIST arising from or related to services performed by ARTIST under this Agreement.
7.11.7.3 Any injury to an ARTIST employee which occurs on CITY property. This report shall be submitted on a CITY "Non- employee Injury Report" to the CITY Contract Manager.
7.11.7.4 Any loss, disappearance, destruction, misuse, or theft of any kind whatsoever of CITY property, monies or securities entrusted to ARTIST under the terms of this Agreement.
7.11.8 Insurance Coveraae Reauirements for Subcontractors ARTIST shall ensure any and all subcontractors performing services under this Agreement meet the insurance requirements of this Agreement by either:
7.12.8.1 ARTIST providing evidence of ARTIST's insurance covering the activities of subcontractors, or
7.12.8.2 ARTIST providing evidence submitted by
subcontractors evidencing that subcontractors
maintain the required insurance coverage. CITY
retains the right to obtain copies of evidence of
subcontractor insurance coverage at any time.
7.13 RISK OF LOSS
Except as otherwise provided herein, all risk of destruction or damage to the Artwork or any part thereof from any cause whatsoever shall be borne by the ARTIST until written Acceptance of the Artwork by the CITY. The 10 ARTIST shall, at ARTIST's sole expense, rebuild, repair, and/or restore any portion of the Artwork which has been damaged. However, when the Contractor takes possession of the Artwork upon delivery, the risk of destruction or damage to the Artwork shall pass from the ARTIST to the Contractor at such time. ARTIST shall not be responsible for repairing any damage caused by jobsite contractors or subcontractors not under the ARTIST's contractual control or supervision.
7.14 LICENSES, PERMITS, REGISTRATIONS AND CERTIFICATES
ARTIST shall obtain and maintain in effect during the term of this Agreement, all licenses, permits, registrations and certificates, if any, required by law, which are applicable to the performance of this Agreement, and shall further ensure that all of its officers, employees and agents who perform services hereunder obtain and maintain in effect during the term of this Agreement, all licenses, permits, registrations and certificates required by law which are applicable to their performance of services hereunder. Site permits, or any permits required by the City will be the responsibility of the Contractor hired by the City.
7.15 LIQUIDATED DAMAGES
If ARTIST fails to perform agreed services of this Agreement after receipt of written notice identifying such failure to perform and ARTIST's failure to cure within thirty (30) days or does not complete such services within the agreed specified time, the CITY may, in its sole discretion, determine that the proper remedy is to reduce ARTIST's compensation by up to ten percent (10%) of the total contract amount. The parties agree that this amount is reasonable at the time of the making of this Agreement as a sum for liquidated damages. The parties have agreed on this amount for liquidated damages because, due to the nature of the services, it would be impracticable or extremely difficult to fix the actual damages. Liquidated damages are not an exclusive remedy under this Agreement, and the CITY retains its other remedies in law and equity. The Artist is not responsible for liquidated damages if the CITY's General Contractor has been unable to construct the sculpture pedestal in a timely fashion to receive and install the Artwork, or for delays caused by Force Majeure events.
7.16 MEETINGS
All meetings between CITY and ARTIST will be held at mutually agreed upon locations in the CITY.
7.17 NOTICE OF DELAYS
Except as otherwise expressly provided herein, when either party has knowledge that any actual or potential situation is delaying or threatens to delay the timely performance of this Agreement, that party shall, within five 11 (5) working days, give written notice thereof, including all relevant information with respect thereto to the other party.
7.18 NOTICES
7.18.1 Notices required or permitted to be given under the terms of this Agreement or by any law now or hereafter in effect may, at the option of the party giving notice, be given by personal delivery or by enclosing the same in a sealed envelope addressed to the party for whom intended and by depositing such envelope with postage prepaid in the United States Post Office or substation thereof, or any public mailbox. Notice by email is also acceptable.
The notices and envelopes containing same to CITY shall be addressed to:
City of Placentia
ATTN: Luis Estevez
401 E. Chapman Avenue
Placentia, CA 92870
[email protected]
The notices and envelopes containing same to ARTIST shall be addressed to:
Cliff Garten & Associates, Inc.
Attn: Cliff Garten
1315 Preston Way
Los Angeles, CA 90291
[email protected]
ARTIST is responsible to notify CITY of changes of address.
Adequate notification shall consist of delivery by mail to the last address provided by ARTIST to CITY as required herein.
7.18.2 In the event of suspension or termination of this Agreement, notices may also be given upon personal delivery to any person whose actual knowledge of such suspension or termination would be sufficient notice to ARTIST.
7.18.3 CITY shall provide notices required under sections 7.20, 7.21, and 7.22 by registered mail, and/or by email notice, and/or by personal service.
7.19 CITY ACCEPTANCE OF THE ARTWORK
12 As a condition precedent to Acceptance, the ARTIST shall notify CITY's Project Manager in writing that the Artwork has been completely installed at the Premises ("Completion Notice"). The Completion Notice shall include final written instructions concerning maintenance requirements for the Artwork. Within thirty (30) days of CITY's receipt of the Completion Notice, CITY shall notify ARTIST in writing that the Artwork is Accepted as completed and installed as required by this Agreement ("Acceptance Notice"), or if the Artwork does not meet this Agreement's requirements, CITY shall notify ARTIST of the defects ("Defect Notice"). Such Defect Notice shall include clearly stated grounds with reference to objective criteria identifying deviations from original designs as approved.
7.20 ARTIST'S REPRESENTATIONS AND WARRANTIES
7.20.1 The ARTIST represents and warrants to the CITY that the fabrication and installation of the Artwork will be performed in a workmanlike manner and that the Artwork will be free of defects in workmanship and materials, including inherent vice and portions deemed dangerous to the public, and that the ARTIST will, at the ARTIST'S own expense, remedy any defects due to faulty workmanship or materials, or to inherent vice, which appear within a period of one year from' the date the Artwork is Accepted by the CITY. "Inherent vice" refers to a quality within the material or materials which comprise the Artwork which, either alone or in combination, results in the tendency of the Artwork to destroy itself. If the Artwork should deteriorate because of faulty workmanship or material or an inherent vice within one (1) year from the date the work is Accepted by the CITY, the ARTIST will promptly repair or replace the Artwork without any charge to the CITY. However, the CITY may, in its sole discretion and only to the extent it deems advisable, assist the ARTIST for out-of- pocket expenses related to the repair or replacement of the Artwork, including materials, contracted labor, travel costs and subcontractor charges; but in no event shall it pay any charge for ARTIST'S labor. All repair or replacement completed by the ARTIST shall be consistent with professional conservation standards as determined solely by the CITY.
7.20.2 Warranties provided to the ARTIST by any subcontractor shall be for not less than one (1) year from the date the Artwork is Accepted by the CITY, and ARTIST shall require that all of its subcontractors shall allow the assignment of these warranties to the CITY. Warranties for light fixtures not manufactured by the Artist are with the lighting manufacturer and not the Artist.
7.20.3 The ARTIST represents and warrants to the CITY that the Artwork will not require maintenance substantially in excess of that described in the maintenance recommendations to be 13 provided by the ARTIST pursuant to this Agreement.
7.20.4 The ARTIST represents to the CITY that the Artwork is solely the result of the artistic efforts of the ARTIST, and that it will be installed free and clear of any liens, claims or other
encumbrances of any type from any source whatsoever.
7.20.5 The personal skill, judgment and creativity of the ARTIST is an essential element of this Agreement. Therefore, although the parties recognize that the ARTIST may employ qualified
personnel to work under the ARTIST'S supervision, the ARTIST shall not assign, transfer, or subcontract the creative and artistic portions of the Artwork to another party without prior written consent of the CITY.
7.20.6 The ARTIST represents and warrants to the CITY that the Artwork is unique and an edition of one and does not infringe upon any copyright of any person or entity, and that the ARTIST will not execute or authorize another to execute another work of art of the same theme and/or design, dimensions, and/or materials as the Artwork commissioned pursuant to this Agreement. This warranty shall continue in effect for a period of the life of the ARTIST.
ARTIST shall not execute another work of the same or
substantially similar design and dimension as the Artwork commissioned pursuant to this Agreement. Artist may create works that use or incorporate various individual art elements that comprise the Artwork, so long as the work using or incorporating such elements: (1) does not consist predominantly of such elements; (2) is not the same or substantially similar in image, design, dimensions and materials as the Artwork; and (3) is not displayed in an environment that is the same or substantially similar to the environment in which the Artwork is to be displayed at the Premises.
7.20.7 The ARTIST agrees to cooperate in making or permitting adjustments to the Artwork if necessary to eliminate any potential safety hazards, as determined by the CITY in its sole discretion, which become apparent within one (1) year of the date the Artwork is Accepted by the CITY
7.20.8 The terms of this Section 7.19 shall survive the expiration or termination of this Agreement.
7.21 INTELLECTUAL PROPERTY RIGHTS
Artist hereby agrees that all copyright interests, title, and ownership in the Artwork shall be owned by the California Department of Transportation (Caltrans), upon payment in full of 14 the Artist Payment. Artist acknowledges that by signing, executing, and notarizing Caltrans Assignment and Transfer of Copyright and Waiver of Moral Rights in Artwork agreement, which is hereby incorporated by reference and made part of this Agreement and attached as Attachment B, Artist has conveyed, transferred, and irrevocably assigns to Caltrans, the Artists' entire and exclusive copyright interests under federal and state copyright laws.
Artist further grants to the CITY an irrevocable and exclusive worldwide license to reproduce, distribute, and/or display two- dimensional reproductions of the Artwork for any non-commercial purpose including, without limitation, advertising, brochures, postcards, media publicity, and catalogues or similar publications.
All such reproductions shall bear a copyright notice in ARTIST'S name. ARTIST hereby grants to the CITY the right to reproduce and retain copies of the design plans and drawings produced and used by the ARTIST in the design and installation of the Artwork for the purposes of public exhibition related to the display of the artwork.
Subject to ARTIST's unlimited rights to create new artworks of a similar design as outlined in Section 7.20.6 above, should the CITY grant the right to reproduce the Artwork to the ARTIST, CITY shall be entitled to 20 percent (20%) of the net proceeds that ARTIST or others may receive for such reproduction.
7.21 CITY'S RESPONSIBILITY AFTER ACCEPTANCE
7.21.1 The CITY recognizes that the maintenance of the Artwork is essential to the integrity of the Artwork and agrees that it will take reasonable efforts to see that it is properly maintained, considering the written maintenance guidelines of the
ARTIST delivered with the Completion Notice. The CITY
reserves the right to make minor or emergency repairs
without consultation with the ARTIST provided the work is performed in accordance with recognized principles of
conservation. In the event the CITY desires to make repairs to or to restore the Artwork during the ARTIST's lifetime and such work does not comply with the ARTIST's written
maintenance guidelines, the CITY shall make a good faith effort to notify the ARTIST in writing at least thirty (30) days in advance to request that ARTIST advise CITY about the proposed repair or restoration, and ARTIST shall have a right to reasonable compensation with respect to such
advice and/or services provided.
7.22 RECORDS RETENTION AND INSPECTION
15 7.22.1 Upon receipt of a written request, ARTIST shall, at no cost to CITY, make available to CITY and all authorized representatives for examination, audit, excerpt, copy or transcription any pertinent transaction, activity, timecard, or other record relating to this Agreement. Failure on the part of ARTIST to comply with the provisions of this Paragraph shall constitute a material breach of this Agreement upon which CITY may terminate or suspend this Agreement. Such material, including books, records, documents, case files and all pertinent costs, accounting, financial records, and proprietary data must be kept and maintained for a period of five (5) years after the term of this Agreement, or until such time as all audits are completed, whichever is later. CITY may require specific records be retained longer than five (5) years when there is outstanding litigation, unresolved disputes, or any audit.
7.22.2 Upon expiration or termination of this Agreement, all CITY owned documents, reports, records, case files, correspondence, and work product relating to ARTIST's operations under this Agreement shall be returned to CITY or to such other location in CITY as the CITY Contract Manager may direct. It is understood that all the materials described above are the property of CITY and not of ARTIST.
7.22.3 If an audit specifically regarding this Agreement is conducted by any Federal or State auditor, or any auditor or accountant employed by ARTIST or otherwise, ARTIST shall file a copy of each such audit report with the CITY Contract Manager within thirty (30) days after ARTIST's receipt thereof.
7.23 TERMINATION FOR CONVENIENCE OF THE CITY
7.23.1 Performance of services under this Agreement may be terminated by CITY in whole or in part when such action is deemed by CITY to be in its best interest. Termination of work shall be affected by delivery to ARTIST of a ten (10) calendar day prior written Notice of Termination specifying the extent to which the performance of work is terminated and the date upon which such termination becomes effective. CITY acknowledges and agrees that ARTIST shall be paid a pro rata portion of the Artist Payment hereunder for all services performed, materials purchased, and expenses incurred up to the date of termination of this Agreement.
7.23.2 If, during the term of this Agreement, CITY funds appropriated for the purpose of this Agreement are reduced or eliminated, CITY may immediately terminate this Agreement upon written 16 notice to ARTIST. CITY acknowledges and agrees that
ARTIST shall be paid a pro rata portion of the Artist Payment hereunder for all services performed, materials purchased, and expenses related to the fabrication of the Artwork incurred up to the date of termination of this Agreement.
7.23.3 After receipt of the Notice of Termination and except as otherwise directed by CITY, ARTIST shall:
7.23.3.1 Immediately stop services under this Agreement on the date and to the extent specified in the Notice of
Termination.
7.23.3.2 Complete performance of such part of the work as shall not have been terminated by the Notice of Termination.
7.23.4 After receipt of the Notice of Termination, ARTIST shall submit to CITY, in the form and with the certifications as may be prescribed by CITY, its termination claims and invoice. Such claim and invoice shall be submitted promptly, but not later than three (3) months from the effective date of termination. Upon failure of ARTIST to submit its termination claim and invoice within the time allowed, CITY may determine, based on
information available to CITY, the amount, if any, due to ARTIST in respect to the termination and such determination shall be final. Upon the earlier of: (1) delivery of ARTIST's invoice hereunder; or (2) if ARTIST fails to submit its invoice within the time allowed and such determination is made, CITY shall pay ARTIST the amount so determined.
7.23.5 In the event it is determined by CITY that ARTIST has been overcompensated, CITY shall notify ARTIST of the
overcompensation with details reasonably supporting any such claim for overcompensation, and ARTIST must provide a
written response within thirty (30) days of the receipt of such notice, including any refund that may be due CITY.
7.23.6 CITY and ARTIST shall negotiate an equitable amount to be paid to ARTIST by reason of the total or partial termination of work pursuant to this paragraph. Said amount shall include a proportional payment for satisfactory work performed and reasonable expenses incurred up to the effective date of termination and may include a reasonable allowance for profit on work done but shall not include an allowance on work terminated.
CITY shall pay the agreed amount; subject to other limitations and provided that such amount shall not exceed the total funding obligated under this Agreement as reduced by the number of payments otherwise made and as further reduced by the contract 17 price of work not terminated.
7.23.7 Upon termination of this Agreement, ARTIST shall deliver to CITY all work completed or in progress, including all data, reports and deliverables within ten (10) business days after termination of this Agreement. Upon such termination CITY use of ARTIST's
copyrighted designs shall be subject to further agreement between the parties.
7.23.8 Upon termination of this Agreement, ARTIST shall comply with the provisions of Section 7.22, Records Retention and Inspection, herein above.
7.24 TERMINATION FOR DEFAULT OF ARTIST
7.24.1 CITY may, subject to the provisions outlined below, terminate the whole or any part of this Agreement in any one of the following circumstances by written notice of default to ARTIST and ARTIST's failure to cure such default within thirty (30) days:
7.24.1.1 If ARTIST fails to perform the service within the time specified or, with prior CITY approval, any extension
thereof.
7.24.1.2 If ARTIST fails to perform any of the other provisions of this Agreement, or so fails to make progress as to
endanger performance of this Agreement in accordance
with its terms, and in either of these two circumstances does not F remedy such failure within a period of fifteen (15) calendar days (or such longer period as CITY may
authorize in writing) after receipt of notice from CITY specifying such failure.
7.24.2 In the event CITY terminates this Agreement in whole or in part for cause as provided in this Section 7.24, CITY may procure, upon such terms and in such manner as CITY may deem
appropriate, services to restore the Premises to the condition which existed prior to the commencement of services hereunder.
ARTIST shall be liable to CITY for the cost of such services, only if Artist is in default of Agreement after receipt of written notice of such default and failure to cure such default within thirty (30) days.
7.24.3 If, after giving Notice of Termination of this Agreement under the provisions of this Section 7.24, it is determined for any reason that ARTIST was not in default under the provisions of this paragraph or that the default was excusable, the rights and obligations of the parties shall be the same as if the notice of 18 termination had been issued pursuant Section 7.23, Termination for Convenience of the CITY, herein above.
7.24.4 Upon termination of this agreement, ARTIST shall adhere to the termination provisions of Sections 7.23.7 and 7.23.8, Termination for Convenience of the CITY, herein above.
7.25 TERMINATION FOR NON -APPROPRIATION OF FUNDS
7.25.1 CITY's obligation is payable only from funds appropriated for the purpose of this Agreement. All funds for payments after the end of the current fiscal year are subject to Federal, State or CITY's legislative appropriation for this purpose. In the event this Agreement extends into succeeding fiscal year periods and the Board of Supervisors or the State or Federal Legislature does not allocate sufficient funds for the next succeeding fiscal year payments, services shall automatically be terminated as of the end of the then current fiscal year. Such termination shall be considered a termination for convenience of the CITY and CITY acknowledges and agrees that ARTIST shall be paid a pro rata portion of the Artist Payment hereunder for all services performed, materials purchased, and expenses incurred up to the date of termination of this Agreement.
7.25.2 CITY shall make a good faith effort to notify ARTIST, in writing, of such non -appropriation at the earliest time.
7.26 VALIDITY
The invalidity in whole or in part of any provision of this Agreement shall not void or affect the validity of any other provision.
7.27 WAIVER
No waiver of a breach of any provision of this Agreement by CITY shall constitute a waiver of any other breach of said provision or any other provision of this Agreement. Failure of CITY to enforce at any time, or from time to time, any provision of this Agreement, shall not be construed as a waiver thereof.
7.28 FORUM SELECTION
All disputes arising out of this Agreement which cannot be resolved by good faith negotiation between the parties in a reasonable time period shall be submitted to mediation in Orange County in accordance with the rules of Arts Arbitration and Mediation Services, a program of California Lawyers for the Arts. If mediation is not successful in resolving the entire dispute, any outstanding issues shall be submitted to final and binding arbitration in 19 Orange County. The arbitrator's award shall be final, and judgment may be entered upon it by any court having jurisdiction thereof. The prevailing party in any arbitration shall be entitled to reasonable attorney's fees and costs, including those of the arbitrator, incurred in the enforcement of this Agreement.
7.29 DEATH OR INCAPACITY OF ARTIST
If the ARTIST becomes unable to complete the Artwork due to death or incapacity, such death or incapacity will not be treated by the CITY as a default on the part of the ARTIST, except that the CITY is not obligated to accept the Artwork.
In the event of incapacity of the ARTIST before completion of the Artwork, it is the intent of the parties that the CITY and the ARTIST and/or the authorized representatives of the ARTIST will consult to determine if the Artwork can be completed by a third party or parties to the satisfaction of the CITY and the ARTIST. In the event of incapacity of the ARTIST, the CITY may elect to terminate this Agreement or may elect to have the Artwork completed by a third party or parties. Should the Artwork be completed by a third party or parties, the ARTIST will retain rights under Section 7.20 herein above.
In the event of death of the ARTIST, this Agreement shall terminate effective the date of death. At the CITY's request, the ARTIST's executor shall deliver to the CITY the Artwork in whatever form or degree of completion it may be in at the time. The title to the Artwork shall then transfer to the CITY however the ARTIST's heirs shall retain all rights under Section 7.20 herein above.
Should the Artwork be incomplete, the CITY and the ARTIST's heirs will consult to determine whether the Artwork can be completed by a third party or parties, and how to properly credit the Artwork.
8.0 STANDARD CONTRACT TERMS
8.1 ASSURANCE OF COMPLIANCE WITH CIVIL RIGHTS LAWS
ARTIST hereby assures that it will comply with Subchapter VI of the Civil Rights Act of 1964, 42 USC Sections 2000e through 2000e (17), to the end that no person shall, on grounds of race, creed, color, sex, national origin, age, condition of mental or physical handicap, marital status, or political affiliation, be excluded from participation in, be denied the benefits of, or be otherwise subjected to discrimination under this Agreement or under any project, program, or activity supported by this Agreement.
8.2 CONFLICT OF INTEREST
20 8.2.1 ARTIST represents and warrants that no CITY employee whose position in CITY enables him/her to influence the award of this Agreement, and no spouse or economic dependent of such
employee is or shall be employed in any capacity by ARTIST herein or does or shall have any direct or indirect financial interest in this Agreement.
9.0 PREVAILING WAGE
The construction, alteration, demolition, installation, or repair of public art with CITY and State of California funds constitutes Public Works as defined in section 1720 of the California Labor Code. Therefore, this AGREEMENT may include both prevailing wage and non- prevailing wage work. Therefore, ARTIST and Subcontractors must comply with the requirements of Labor Code section 1720 et seq. and the Prevailing Wage Requirements as specified in Attachment I. These include, but are not limited to:
• Payment of, at a minimum, prevailing wage to qualifying workers hired by ARTIST, or any Subcontractor, to install or construct public art • Maintaining and reporting certified payroll records for qualifying workers hired by ARTIST, or any Subcontractor, to install or construct public art • Employment of apprentices for qualifying projects when workers are hired by ARTIST, or any Subcontractor, to install or construct public art (Labor Code § 1777.5)
• Registration of subcontractors performing qualifying work of installing or constructing public art with the California Department of Industrial Relations.
By executing this AGREEMENT, ARTIST hereby acknowledges that:
"I am aware of the provisions of Section 3700 of the Labor Code which require every employer to be insured against liability for workers' compensation or to undertake self-insurance in accordance with the provisions of that code, and I will comply with such provisions before commencing the performance of the work of this contract."
If applicable, subcontract agreements for installation or construction of the artwork shall require subcontractor to comply with California Prevailing Wage law and the requirements of the Prevailing Wage Requirements, Attachment I.
IN WITNESS THEREOF, CITY has caused this Agreement to be executed by Damien R. Arrula, City Administrator. ARTIST has caused this Agreement to be executed by its duly authorized representative.
21 CITY OF PLACENTIA
By:
Damien R. Arrula,
City Administrator
Cliff Garten & Associates, Inc.
By:
Cliff Garten
APPROVED AS TO FORM:
Christian L. Bettenhausen,
City Attorney
Robert S. McKinnell,
City Clerk
Date:
Date:
Date:
Date:
22 ATTACHMENT A
SCOPE OF WORK, SCHEDULE, COSTS AND FEES
FOR FINAL INSTALLATION
ARTIST Overall Responsibilities:
Time is of the essence in this Agreement, which is tied to the expenditure of grant funds and the Artwork must be completed, installed and final invoicing processed prior to December 31, 2023. In the event of a substantial delay in the completion of the Artwork a reduction of the artist fee will be assessed in the amount of 10% of the contract amount.
1. ARTIST agrees to understand and adhere to safety requirements of the City and Caltrans in the Design of the Artwork. The City and Caltrans will inform the artist about safety issues and expectations.
2. ARTIST will adhere to the schedule provided to the City. The schedule shall be provided before the start of any work. Unless otherwise agreed in a written Agreement by and between the City and Artist payment amount to the Artist shall not increase if schedule changes.
3. ARTIST shall perform all services and furnish all supplies, materials, and equipment as necessary for fabrication and the painting of the Sculpture.
4. ARTIST is responsible for providing professional photography of the Artwork based on the City's photographic guidelines.
5. ARTIST is responsible for finishing the design detailing and construction documents for an original and innovative artwork that will:
a. Conform to the approved gateway sculpture conceptual design b. Be constructed within the allowed budget and timeline. c. Require minimal routine maintenance and should last a minimum of twenty-five years in the location for which it is designed.
6. ARTIST shall perform all services and furnish all supplies, materials, and equipment as necessary for the fabrication and painting of the Sculpture. Artist's services for the Artwork include, shop drawings and as -built drawings, construction documents for footing pedestal and lighting elements, and site plans for location of Sculpture and landscaping. Artist will coordinate with City and or Caltrans to provide engineering calculations for sculpture and, engineering calculations and plans for the Artwork foundation and pedestal walls, pedestal and lighting elements, Artist will pay taxes, insurance, materials, labor, tools, equipment, subcontractors, and all other items pertaining to the production of the Sculpture.
7. ARTIST is responsible to store finished Artwork at ARTIST's own expense until the CITY, through its General Contractor, is ready for the Artwork to be received and A2
installed. Installation shall not be unreasonably delayed by the CITY, so that ARTIST will not be required to store the Artwork for an unreasonable period. CITY shall be responsible for any additional storage fees incurred by ARTIST because of an unreasonable CITY delay.
8. ARTIST will be responsible for overseeing and coordinating with the Contractor for the installation of the Artwork as indicated in the construction drawings and specifications and ensure the construction of the foundation and pedestal for the Artwork so that the Artwork can be placed on its pedestal and permanently secured.
CITY Overall Responsibilities:
1. CITY will set and coordinate meetings between the ARTIST and the other members of the design review committee and Caltrans, as needed to complete this scope of work.
2 CITY shall reimburse ARTIST for engineering the footing and pedestal.
The CITY shall reimburse the artist for the cost to deliver the Artwork to the project site and through its General Contractor will construct the Artwork's foundation and pedestal walls as designed by ARTIST, under close supervision of the ARTIST and will ensure that the premises are prepared for the timely delivery and final installation of Artwork. CITY's General Contractor will be responsible for coordinating with Artist for delivery and offloading of Sculpture, picking up and placing Artwork on completed pedestal. The CITY shall provide the lighting for the Sculpture and have their General Contractor provide electrical service and conduit and wiring to the lights with their installation and aiming according to Artist's documents, as approved by the CITY.
3. CITY, in concert with Caltrans, will renovate the surrounding project site with new landscape and hardscape improvements to enhance the Artwork as well as install needed electrical service to light the Artwork and irrigation if necessary.
4. CITY shall provide for the ARTIST's review, draft text and images on the Artwork and project for the CITY Arts Department's web site, and print materials, such as post -cards or brochures.
5. CITY will inform and include the ARTIST of any dedication events for the Artwork and/or the project.
The City's public information officer will coordinate inquiries from the media regarding the Artwork, especially in association with a dedication event.
ARTIST Specific Tasks:
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Phase 1: Final Art Design and Construction Documents
Meetings:
1. Artist shall attend follow up meeting(s) and/or participate in conference calls on an as -needed basis to coordinate design and/or construction details for Artwork placement and other elements to be located at the identified site, both prior to start of fabrication and construction and during the installation process.
Deliverables:
1. Revised Budget, including all costs to design, build, transport, and ensure the Artwork, not to exceed the agreement amount:
a. Fabrication and labor (include sources and quotes when possible). b. Transportation of Artwork.
c. Lighting (for minimum number of fixtures only).
d. General liability, Auto Insurance, and other insurance as applicable. e. Storage prior to transportation to site.
f. Engineering design of Artwork foundation, pedestal, and electrical service. Engineering of Sculpture, Electrical Engineering. g. Design Development Documents.
h. Photos and material sheets on Purchased metal for fabrication.
2. Fabrication Plan and Schedule
a. Complete list of materials.
b. Methods for fabrication.
c. Schedule to complete engineered plans for footings, pedestals, and electrical lighting improvements.
d. Schedule to complete fabrication of Sculpture and prep for delivery.
3. Installation Plan:
In consultation with the City and Caltrans, determine:
a. How art elements will be installed.
b. General contractor responsibilities and sequencing for site preparation and installation; and
c. Artist's responsibility and sequencing for the installation of the Artwork.
d. Upon delivery, Artwork should be finished and installed in a manner that does not require additional storage at any point, unless early delivery is requested by City for its convenience.
e. How the Artwork is to be protected in the event it is completed prior to any other elements on Site is the responsibility of the General Contractor who controls the site, with consultation from A2
Artist.
4. Scaled Drawinas and Renderinas:
a. Submit scaled drawings indicating all dimensions, locations, attachments, engineered foundation, pedestal and lighting schematics.
b. Provide at least three -color renderings of all proposed art elements showing the Artwork in context and from multiple views with regards to human form.
c Two of the renderings should be easily understood and ready for public distribution to illustrate daytime and nighttime effects.
5. Submit 100% Stamped engineering drawings for footings and pedestal provided by Artist furnished to the CITY who will furnish to their General Contractor. Contractor will submit construction documents and all necessary supplementary and related materials (contractor information and contractor's license) to the Department of Public Works and other agencies as necessary for review and permit approval.
6. Artist submits Revised Budget.
7. City releases bidding documents and Selects a General Contractor.
Phase 2: Fabrication and Contractor Coordination
Task:
1. City shall give Artist notice to proceed upon review of Construction Documents Engineering Documents and Shop Drawings.
2. City and Artist shall meet with General Contractor for Pre -Construction meeting.
3. Artist shall work with the City Project Manager to arrange progress inspections of the artwork fabrication and installation.
4. ARTIST shall notify the City of any issues with the larger project that are negatively impacting their ability to provide the services under this Scope of Work prior to making any adjustments to their tasks or deliverables.
5. CITY reserves the right to inspect the work in progress at any time and will give the artist reasonable notice to schedule inspections
6. City will provide the following in coordination with Caltrans and according to Artist's documents and in coordination with Artist, once Artist's documents are approved by City:
• Construction of the concrete footing and pedestal wall as engineered • Installation of sculpture to pedestal wall
• General contractor who will organize, perform and oversee all site construction work and installation of the sculpture
• Contractor will off-load sculpture delivered to site in consultation with Artist
• All equipment necessary for site preparation and installation A2
• Traffic management for delivery and installation as necessary • Electrical service on site
• Conduit for power, data to sculpture lights
• Procurement of lights for illuminating the sculpture, and control box and timer
• Installation and aiming of lights
• Irrigation and landscaping
7. ARTIST shall work with the City Project Manager to arrange two progress inspections of the artwork fabrication and installation, at approximately 50% which may be a visit to fabrication studio or by photos.
8. If ARTIST changes any subcontractors identified during the design phase, ARTIST shall notify the CITY and provide a copy of the agreement between the ARTIST and the subcontractor.
9. Completion of Contractor's site work and inspections by Artist and City.
10. Artist submits paint sample and specifications for approval by City and Caltrans.
Phase 3 - Final Approval of Sculpture and Completion of Site Construction by General Contractor
1. City will approve paint sample and specifications; Artist shall paint sculpture.
2. ARTIST shall store the Artwork until such time as it is transported to the Premises.
3. City will Visit Fabricator in Salt Lake, UT to approve the work at the milestone of 100% complete and before it is transported to the site, to ascertain all work has been completed to the expectations of the CITY.
This is to ascertain that work has been done to the satisfaction of the City so that, if necessary changes can be to the Sculpture before it leaves for the site.
4. ARTIST will promptly inform the City Project Manager of any delays in the schedule.
5. ARTIST shall arrange for shipment by meeting with General Contractor to schedule delivery to General Contractor and properly prepare the Artwork for shipment and transport it to the Premises for off-loading by General Contractor.
Phase 4 — Close Out
1. ARTIST shall coordinate and conduct with the City Project Manager a final walk through of completed art.
2. ARTIST shall coordinate photo shoot with the City Project Manager for final documentation.
3. Maintenance Plan:
Submit to the City a report with recommendations assessing the entire Artwork materials and specifications including lighting plan to communicate longevity, safety, and durability of A2
materials.
Include recommendations for routine maintenance and long- term conservation requested.
Payments to ARTIST:
As defined in the Agreement the ARTIST shall be paid a fee not to exceed the amount of $475,000 as specified in Section 5.0 therein. All expenses incurred by the ARTIST are included in this fee and request for payment shall be made on a milestone basis, accompanied by a progress report and invoice.
1. 20 percent ($95,000) upon signing contract and CITY's issuance of Notice to Proceed, in order to purchase materials and hold a fabrication slot in fabricator's schedule. Artist will submit a project schedule timeline for Phases and Completion, for approval by City, three weeks after payment.
2. 20 percent ($95,000) upon Phase 1, Completion of Design Development Drawings and Engineering and Budget
3. 20 percent ($95,000) Phase 2, Upon completion of Construction Documents, of Artwork for bidding by City and Shop Drawings of Sculpture and 50% completion of Sculpture.
4. 35 percent ($166,250) Phase 3, after CITY's inspection of Completed Sculpture at fabricator's business and prior to delivery and installation of Artwork at project site. Artist and City's inspection of completion of General Contractor's Site work.
5. 5 percent ($23,750) Phase 4, upon final completion of project and close-out documents.
Payment shall be made within forty-five (45) consecutive calendar days of receipt and approval of the payments request. The ARTIST shall be responsible for all Federal and State income taxes associated with this agreement, as well as any sales, use or privilege tax which might be assessed.
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Attachment B
Caltrans Assignment and Transfer of Copyright and Waiver of Moral Rights in Artwork Agreement
11 ASSIGNMENT AND TRANSFER OF COPYRIGHT AND
WAIVER OF MORAL RIGHTS IN ARTWORK
This Assignment and Transfer of Copyright and Waiver of Moral Rights in Artwork (the "Agreement") is entered on the 27th day of November, 2022 (the "Effective Date"), by and between the Artist, Cliff Garten and Associates Inc., DBA, Cliff Garten Studio with his/her principal address at 1315 Preston Way, Venice, CA 90291 (the "ASSIGNOR") and the California Department of Transportation located at 1 120 N Street, Sacramento, CA 95814 (the "ASSIGNEE") (collectively, known as the "PARTIES"), with respect to this original visual artwork described below as the "Chromatic Ascension" Gateway Monument.
RECITALS:
WHEREAS the PARTIES agree to the following definitions as used herein and throughout this Agreement:
Copyrights: Means a form of protection provided, as defined and enforceable under the U.S. Copyright Act of 1976, to authors of original works of authorship. The original works of authorship include all categories of artistic work protectable under the copyright laws, including but not limited to, the intangible property rights in pictorial, graphic, architectural, and sculptural works, fixed in any tangible medium of expression, now known or later developed, from which they can be perceived, reproduced, or otherwise communicated either directly or with the aid of a machine or device.
2. Copyright Ownership: Means the owner of all Copyright interests in the work, as defined and enforced under the U.S. Copyright Act of 1976, to whom the law grants specific and exclusive rights to do and authorize any of the following: 1) to reproduce and make copies of the work; 2) to prepare derivative works based on the work; 3) to sell or distribute copies of the work to the public or other transfer of ownership, or by rental, lease, or lending; 4) to display the work publicly; 5) to perform the work publicly; and 6) to enforce the work against unauthorized use.
3. Local Agency Agreement: Means the agreement entered into between ASSIGNOR, Cliff Garten and Associates Inc., and the City of Placentia (hereinafter,
"Local Agency") pertaining to, but not limited to, the design, installation, operation, maintenance, removal of the transportation art, and the incorporation of ASSIGNOR's executed and notarized Assignment and Transfer of Copyright and Waiver of Moral Rights in Artwork by ASSIGNOR as part of the Le 1 of 11
Agency Agreement. The signed and executed Local Agency Agreement is hereby incorporated by reference and made part of this Agreement and attached as Exhibit A to this Agreement.
4. Final Artwork: Means the original visual artwork described below as "Chromatic Ascension" developed, designed, and/or created by ASSIGNOR which form the final Material Object (as defined below) of the work commissioned exclusively for the Project (as defined below), and as detailed in the Project description, provided by ASSIGNOR and the Local Agency and approved by ASSIGNEE through the Transportation Art Proposal application process (as defined below). ASSIGNOR acknowledges that the Final Artwork (as described below) includes Preliminary Works (as defined below) and the Material Object (as defined below) which are incorporated and made part of the final representation of the Final Artwork. All documentation pertaining to Final Artwork is hereby incorporated by reference and made part of this Agreement and attached as Exhibit B to this Agreement.
5. Material Object: Means the tangible visual Final Artwork created, designed, constructed, and installed on ASSIGNEE's right of way by ASSIGNOR, the Local Agency, the Local Agency's contractor, or by a third -party acting on behalf of the Local Agency pursuant to the Local Agency Agreement and the Transportation Art Proposal. Photographs of the Material Object are hereby incorporated by reference and made part of this Agreement, and attached as Exhibit C to this Agreement, upon completion of installation of the Material Object.
6. VARA: Means the Visual Artists Rights Act of 1990, which confers upon authors of works of visual art, several types of attribution and integrity rights, including but not limited to, the right to prevent any intentional distortion, mutilation, or other modifications to his/her visual artwork, and to prevent the destruction of a visual artwork of recognized stature.
7. CAPA: Means the California Art Preservation Act of 1979, which confers certain rights to artists of works of fine art (original paintings, sculptures, drawings or original works of art in glass, of recognized artistic quality), including, but not limited to, the right to prohibit the intentional commission of any physical defacement, mutilation, alteration, or destruction of a work of fine art by any person or entity who possesses or owns the fine art.
8. Project: Means the Transportation Art Proposal project approved through the Transportation Art Proposal application process (as defined below), including but not limited to, the name, content, size, proposed installation location, required attachments, maps, design specifications, structural plans, installation plans, traffic management plans, reproducible drawings, sketches, photographs, or other appropriate renditions of the visual art to be installed. The above-mentioned documentation of the Project is hereby incorporated by reference and made part of this Agreement and attached as Exhibit D to this Agreement.
9. Preliminary Works: Means all documentation developed specifically to prepare the Final Artwork, as set forth in Exhibit B. The Preliminary Works include, but are not limited to, concepts, photographs, sketches, photo simulations, drawings, other appropriate renditions of the visual art, and other alternate or preliminary designs and documents developed by ASSIGNOR and which form part of or all the Final Artwork. The Preliminary Works are hereby incorporated by reference and made part of this Agreement, and attached as Exhibit E.
10. Transportation Art Proposal ("TA"): Means the transportation art proposal application used by the sponsoring agency to submit its' transportation art proposal project for review, consideration, processing and approval by ASSIGNEE, including but not limited to, ASSIGNEE's Assignment and Transfer of Copyright and Waiver of Moral Rights in Artwork, the administrative procedures, required attachments, design specifications, structural plans, installation plans, traffic management plans, resolutions, artist's background, maintenance and removal plans, reproducible drawings, sketches, designs, photographs, photo simulations and other appropriate renditions of the transportation art proposal project, prior to the issuance of encroachment permits for the installation of the transportation art project on ASSIGNEE's right of way. The approved TA is hereby incorporated by reference and made part of this Agreement, and attached as Exhibit F.
11. Artist(s): Refers to any artist(s) who contributes to the creation, design, development and/or installation of the Preliminary Works, Final Artwork and/or the Material Object. For the avoidance of doubt the term "Artist(s)" refers to any person, adult, youth, student or minor.
WHEREAS the PARTIES agree to the description of the Final Artwork (attached as Exhibit B) as described by ASSIGNOR as follows:
1. Description of the Final Artwork:
a) Title: Chromatic Ascension
b) Size: 20'x20'xl 8'
c) Category of Work: (Works of Visual Art) - Sculpture
d) Project: 12-0T420 and attached as Exhibit D;
e) Installation Location: SR-57, PM 16.39
f) Year Final Artwork Created: 2023
g) Artist (ASSIGNOR): Cliff Garten,President Cliff Garten and Assoc. Inc h) Artist's (ASSIGNOR) Signature:"aAte.,-z-
NOW THEREFORE, in consideration of the mutual promises, covenants, warranties, mutual obligations and terms and conditions hereinafter set forth; and other good and valuable consideration received by ASSIGNOR from the Local Agency, the receipt and sufficiency of which is hereby acknowledged by ASSIGNOR, the PARTIES hereby agree as follows:
1 Assignment and Transfer of Copyright Ownership in the Final Artwork:
a) ASSIGNOR hereby conveys, transfers and irrevocably assigns to ASSIGNEE all of ASSIGNOR's Copyright Ownership rights, title and interests in the Final Artwork, including, but not limited to, ASSIGNOR's rights in: (i) ASSIGNOR's entire and exclusive Copyrights under federal and state copyright laws, in the United States and all jurisdictions outside the United States; (ii) ASSIGNOR's exclusive rights, title, and interests under common law Copyrights; (iii) any and all other privileges and rights in the Final Artwork attributed to a copyright owner; and (iv) all other intellectual property rights assigned to ASSIGNOR by additional Artist(s) in (i)-(iv) associated and subsisting in the Final Artwork (if any). ASSIGNEE shall be the sole and exclusive copyright owner of ASSIGNOR's Copyright Ownership rights in the Final Artwork and of ASSIGNOR's Copyrights in the Final Artwork from the Effective Date forward. ASSIGNEE shall have the sole and exclusive right to secure registration of the Copyrights in the Final Artwork internationally. No Copyrights Ownership rights in the Final Artwork and/or Copyrights in the Final Artwork, shall be retained by ASSIGNOR, nor shall there be any reversion of those rights to ASSIGNOR in the future, other than those rights specifically licensed and described in section 5 (a) below, in this Agreement;
b) ASSIGNOR hereby conveys, transfers and irrevocably assigns to ASSIGNEE all of ASSIGNOR's ownership interests in the Material Object in its tangible form, in which the copyrightable Final Artwork is embodied. ASSIGNOR acknowledges that the Material Object is the Final Artwork in its tangible form as defined above in section 5 of the definitions in this Agreement; c) ASSIGNOR hereby conveys, transfers and irrevocably assigns to ASSIGNEE ASSIGNOR's full-term and renewal term Copyright Ownership rights, title and interests in the Final Artwork under federal, state and common copyright laws;
d) ASSIGNOR agrees that this assignment and transfer of Copyright Ownership rights, interests and title subsisting in the Final Artwork, will remain in effect for the entire duration of such Copyright and will include all of ASSIGNOR's exclusive rights, interests, title and ownership under the copyright laws, subject to the license ASSIGNEE grants to ASSIGNOR in section 5 (a) below.
2. Waiver of Statutory Moral Rights by ASSIGNOR:
a) ASSIGNOR hereby acknowledges the existence of his or her federal and state statutory moral rights and protections under VARA and CAPA, as those rights and protections are more particularly described in 17 U.S.C. section 106A(a) VARA, and in the California Civil Code section 987 CAPA, and knowingly executes this waiver on the following terms:
i. Scope: This waiver applies to the following visual work: Final Artwork, described in this Agreement and attached as Exhibit B, entitled, 'Chromatic Ascension'.
ii. Uses Covered: This waiver applies to all applicable uses, with respect to the Final Artwork enumerated in section 2(a)(i) above, reserved to an owner of a lawfully copyrighted work under the copyright laws, including, but not limited to, the display of the Final Artwork publicly and to all applications in which either the attribution right, the integrity right, or the personal moral right of ASSIGNOR may be implicated.
Waiver: With respect to the Final Artwork enumerated in section 2(a)(i) above and the uses enumerated in section 2(a)(ii) above, ASSIGNOR, hereby expressly and forever waives any and all moral rights and protections arising under 17 U.S.C. section 106A(a) and California Civil Code section 987, and any other
rights arising under U.S. federal or state laws or under the laws of any other country that conveys rights and protections of the same nature as those conveyed under 17 U.S.C. section 106A(a) and California Civil Code section 987, or any other type of moral rights or droit moral in the Final Artwork.
3. Covenant to Cooperate by ASSIGNOR:
a) ASSIGNOR does hereby covenant and agree to cooperate with
ASSIGNEE
whereby, ASSIGNEE may enjoy fully the exclusive Copyright Ownership rights, title, and interests herein conveyed. Such cooperation shall include:
i. Prompt execution of all papers (prepared at the expense of ASSIGNEE) which are deemed necessary or desirable by
ASSIGNEE to perfect its rights, title, and interests herein conveyed; and
ii. Prompt execution of all petitions, oaths, specifications, declarations, or other papers (prepared at the expense of ASSIGNEE) which are deemed necessary by ASSIGNEE for
obtaining copyright registration with the United States Copyright Office covering said Final Artwork.
4. Relationship of the PARTIES:
a) The PARTIES agree that ASSIGNEE is solely a third -party beneficiary and that ASSIGNEE is not a party to nor legally obligated or bound by any of the terms and conditions contained in the Local Agency Agreement described above in section 3 of the definitions section of the Agreement. The PARTIES agree that ASSIGNOR is an independent contractor commissioned to create, develop and install the Final Artwork by the Local Agency and that no agency, partnership, joint venture, employee -employer relationship is intended or created by this Agreement. All rights, interests and title granted to ASSIGNEE are contractual in nature and expressly defined by this Agreement.
5. Grant to ASSIGNOR:
a) ASSIGNEE grants to ASSIGNOR, pursuant to this Agreement, a perpetual, exclusive, worldwide, irrevocable, sub -licensable, royalty -free license to use and exploit the Final Artwork, including in its Preliminary Works and final Material Object form. These rights include the following:
Right to Reproduce: ASSIGNOR may reproduce the Final
Artwork and derivatives thereof in copies or phonorecords, without ASSIGNEE's prior consent;
ii. Right to Prepare Derivatives: ASSIGNOR may prepare
derivatives based upon the Final Artwork (in which the
underlying work is recast, transformed, altered or adapted), without ASSIGNEE's prior consent;
iii. Right of Public Distribution: ASSIGNOR may publish, sell and distribute copies of the Final Artwork and derivatives thereof, publicly, without ASSIGNEE's prior consent (including the right to exploit copies of the Final Artwork and derivatives thereof); iv. Right of Public Performance: ASSIGNOR may publicly perform the Final Artwork and derivatives thereof in any manner applicable, without ASSIGNEE's prior consent;
v. Right of Public Display: ASSIGNOR may publicly display the Final Artwork and derivatives thereof, including but not limited to, the display of the Final Artwork and derivatives thereof in ASSIGNOR's portfolio, websites, galleries, design periodicals and other media or exhibits. ASSIGNOR may describe, its role in relation to the Project and the services provided to other parties on its website and in other promotional materials, for any purpose, without ASSIGNEE's prior consent;
vi. Accreditation of Final Work: ASSIGNEE shall make reasonable efforts to credit ASSIGNOR as the original creator of the Final Artwork in connection with any uses by ASSIGNEE;
vii. Reprography Right: ASSIGNOR may make reprographic
reproductions database storage or retrieval, as well as making visually perceivable facsimile copies of previously published material, in each case by any means and using any technology, whether now known or hereafter developed, by photocopying, xerograph, duplicating (from stencil) or similar means, microform (including microfiche), transcription or drawing (including tracing) for an overhead or slide projection; and viii. Enforcement of Intellectual Property Rights: ASSIGNOR will have the exclusive right (but not the obligation) and ASSIGNEE grants ASSIGNOR the exclusive authority, to protect and enforce
ASSIGNEE's Copyrights in the Final Artwork, including bringing legal proceedings against infringers and issuing notice and take-down requests under the Digital Millennium Copyright Act (DMCA) (each a "Protection Action"), at the sole expense of ASSIGNOR.
6. Copyright Designation:
a) All displays and/or publications of the Final Artwork shall bear ASSIGNEE's copyright designation notice as suggested by the U.S. Copyright Office.
7. Term:
a) The Copyrights protection term of this irrevocable and exclusive assignment shall be for the full term of the copyrighted work, including its renewal term and any applicable extended renewal term of the Copyrights' protection. The terms, covenants, and provisions of this assignment shall inure to the benefit of ASSIGNEE, its officers, successors, assigns, and/or other legal representatives, and shall be binding upon said ASSIGNOR.
8. Effective Date:
a) This Agreement shall be effective as of the day, month and year first written above; upon signing by both PARTIES this Agreement; and upon the signature and placement of the official seal of a certified notary public on this Agreement. The term of this Agreement shall continue as detailed in section 7 "Term," above.
9. Warranty:
a) ASSIGNOR warrants and represents that:
The Final Artwork is an original visual work of authorship of ASSIGNOR;
ii. The ASSIGNOR as creative originator is the sole proprietor of the Final Artwork;
111. The Final Artwork does not infringe any existing Copyrights; iv. The Final Artwork is not regarded by ASSIGNOR as Site -Specific Art and therefore ASSIGNOR will not seek legal protection for the Final Artwork as visual art that derives its meaning from the surrounding environment;
v. The ASSIGNOR has not entered into any assignments, transfers, licenses, contracts or mutual understandings in conflict with the terms and conditions of this Agreement; and
vi. There are no claims currently pending or threatened, nor does ASSIGNOR have any reason to believe that any claims will be brought or threatened in the future, against ASSIGNOR's rights, ownership, title or interests in the Final Artwork.
10 . Indemnification:
a) ASSIGNOR agrees to indemnify and hold harmless ASSIGNEE against any and all claims, lawsuits or legal actions made in connection with the Final Artwork, including but not limited to, any copyright infringement claims, moral rights violation claims, loss claims, personal and/or real property claims, injury claims, breach of contract claims, inverse condemnation claims, conversion claims, taking of property claims, and/or damage claims (including any related legal costs, attorney fees or expenses properly incurred by ASSIGNEE).
1 1. Delivery:
a) ASSIGNOR must provide ASSIGNEE with this Agreement, properly executed, signed, dated, and notarized and attach the required Exhibit A (Local Agency Agreement), Exhibit B (Final Artwork), Exhibit C (Material Object), Exhibit D (Project), Exhibit E (Preliminary Works) and Exhibit F (TA Proposal Application), necessary to give effect to this Agreement.
ASSIGNOR shall provide to ASSIGNEE the "original wet signature" of this Agreement with the attached above-mentioned Exhibits. ASSIGNOR will receive a copy of the fully executed Agreement.
12. General Terms:
a) Applicable Law: This Agreement must be read and construed according to the laws of the State of California and the PARTIES submit to the jurisdiction of the State of California.
b) Amendments: This Agreement may not be varied, modified, renewed, or revoked, unless agreed to by both PARTIES, made in writing and signed by both PARTIES, by a person in authority to contractually bind and sign on behalf of such party.
c) Severability: If any provision of this Agreement is held by a court to be unlawful, unconscionable, invalid, unenforceable or in conflict with any rule
or law, statute, ordinance or regulation, it is to be severed so that the validity and enforceability of the remaining provisions are not affected.
13. Further Agreements:
a) This instrument contains the entire and only agreement between the PARTIES and supersedes all pre-existing agreements between them respecting its subject matter. Any representation, promise, or condition in connection with said subject matter that is not incorporated in this Agreement shall not be binding upon either party.
IN WITNESS WHEREOF, the PARTIES have caused this Agreement to be executed the day and year first written above; by the signatures of each PARTY below; and by the signature and official seal of a certified notary public:
Cliff
ARTIST (ASSIGNOR)
ARTIST (ASSIGNOR) NAME:
Garten, President, Cliff Garten and Associates, Inc. DBA, Cliff Garten Studio ARTIST (ASSIGNOR) ADDRESS:
1315 Preston Way, Venice, CA 90291
ARTIST (ASSIGNOR) SIGNATURE: Ci(9
DATE: 22/11/27
Cliff Garten, personally appeared before me,
, and proved to me with satisfactory
evidence to be the person whose name is subscribed to the above Assignment and Transfer of Copyright and Waiver of Moral Rights in Artwork, and acknowledged to me that he executed the same in his authorized capacity and that by his signature on the Assignment and Transfer of Copyright and Waiver of Moral Rights in Artwork, did himself execute this Assignment and Transfer of Copyright and Waiver of Moral Rights in Artwork.
WITNESS MY HAND AND OFFICIAL SEAL:
SIGNATURE OF NOTARY PUBLIC
CALIFORNIA DEPARTMENT OF TRANSPORTATION (ASSIGNEE)
ASSIGNEE NAME:
ASSIGNEE SIGNATURE:
ASSIGNEE TITLE:
DATE:
ASSIGNEE ADDRESS:
APPROVED AS TO LEGAL FORM BY:
MARIA S. SAPIANDANTE, ATTORNEY FOR ASSIGNEE
ACORO-
CLIFGAR-01
CERTIFICATE OF LIABILITY INSURANCE
PDUGAN
DATE IMMIDDIYYYY)
11/7/2022
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 policy(ies) must have ADDITIONAL INSURED provisions or be endorsed, If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s).
PRODUCER
Maury, Donnelly & Parr
24 Commerce St.
Baltimore, MD 21202
INSURED
coMACT
PHONE
(AX, No, Ertl): (4,0) 685-4625
E.MAO
ADDRESS:
FAX Na);(41 O) 686-3071
INSURER(S) AFFORDING COVERAGE NAIC
INSURER A :Sentinel Insurance Company, Ltd
INSURER B: Hartford Insurance Companles#
11000
34690
Cliff Garten & Associates Inc (DBA) Cliff Garten Studio INSURER C: Federal Insurance Company 20281 1315 Preston Way
Venice, CA 90291
COVERAGES
INSURER D :
INSURER E :
INSURER F :
CERTIFICATE NUMBER: REVISION NUMBER:
THIS IS TO CERTIFY THAT THE 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 POLIC ES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH )OLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY SAID CLAIMS.
JJ R TYPE OF INSURANCE N50I51I4Vr1
A X COMMERCIAL GENERAL LIABIUTY
CLAIMS -MADE Q OCCUR X 30SBAUG4582
A
POLICY NUMBER
,t3�N'L AGOREGA UMIT APPLIES PER:
1 POLICY L_ Tea I I LOC
OTHER
AU'OMOBILE LIABIUTY
ANY AUTO
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AUTOSREONLY
X AUTOS ONLY
UMBRELLA UAB
EXCESS UAB
x
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AUTOS
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CLAIMS -MADE
DED 1 I RETENTIONS
B WORKERS AND EMPLOYERS COMPENSATION
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(Mandatory In NH) EXCLUDED?
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LIMITS
EACH OCCURRENCE $
5/15/2022 5/15/2023 pa tAG r0 RENTED
Pr3EMts�;ztF.auccunsl,se)
30SBAUG4582 5/15/2022 5/15/2023
30WECLB0688
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82224468
7/27/2022 7/27/2023
s
2,000,000
1,000,000
ME0 EXP tAny ono person) S
PERSONAI,•4 AQV INJURY S
GeNERALAGGREGATE S
PRODUCTS • COMP/OP AGO $
$
COMBINED SINGLE LIMIT
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BOOILYINJURYlPeraccident) 5
PR01G�RL IDAMAGE
5 EACH OCCURRENCE
AGGREGATE $
X16TATUTE_1_L£R- _
E.L EACH ACCIDENT 5
EL DISEASE • EA EMPLOYEE 5
E L DISEASE • POUCY LIMIT S
8/15/2022 805/2023 Aggregate
8/15/2022 8/15/2023 Retention
10,000
2,000,000
4,000,000
4,000,000
2,000,000
1,000,000
1,000,000
1,000,000
500,000
5,000
DESCRIPTION OF OPERATIONS 1 LOCATIONS / VEHICLES IACORD 101, Add/Donal Remarks Schedule, may be attached If more space Is required) The City of Placentia and Its elected and appointed boards, officers, officials, agents, employees, and volunteers are named as Additional Insured with respect to General Liability as required by written contract.
CERTIFICATE HOLDER
City of Placentia
401 E. Chapman Avenue
Placentia, CA 92870
CANCELLATION
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN
ACCORDANCE WITH THE POLICY PROVISIONS,
AUTHORIZED REPRESENTATIVE
)t
ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved.
The ACORD name and logo are registered marks of ACORD
POLICY NUMBER: 30SBAUG4582 COMMERCIAL GENERAL LIABILITY CG 20 26 04 13
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
ADDITIONAL INSURED - DESIGNATED
PERSON OR ORGANIZATION
This endorsement modifies insurance provided under the following:
COMMERCIAL GENERAL LIABILITY COVERAGE PART
SCHEDULE
Name Of Additional Insured Person(s) Or Organization(s):
The City of Placentia and its elected and appointed boards, officers, officials, agents, employees, and volunteers
Information required to complete this Schedule, if not shown above. will be shown in the Declarations.
A. Section II — Who Is An Insured is amended to
include as an additional insured the person(s) or
organization(s) shown in the Schedule, but only
with respect to liability for "bodily injury", "property damage" or "personal and advertising injury"
caused, in whole or in part, by your acts or
omissions or the acts or omissions of those acting
on your behalf:
1. In the performance of your ongoing operations;
or
2. In connection with your premises owned by or
rented to you
However:
1, The insurance afforded to such additional
insured only applies to the extent permitted by
law; and
2. If coverage provided to the additional insured is
required by a contract or agreement, the
insurance afforded to such additional insured
will not be broader than that which you are
required by the contract or agreement to
provide for such additional insured.
CG 20 26 04 13
B. With respect to the insurance afforded to these
additional insureds, the following is added to
Section III — Limits Of Insurance:
If coverage provided to the additional insured is
required by a contract or agreement, the most we
will pay on behalf of the additional insured is the
amount of insurance:
1. Required by the contract or agreement; or
2. Available under the applicable Limits of
Insurance shown in the Declarations;
whichever is less.
This endorsement shall not increase the
applicable Limits of Insurance shown in the
Declarations,
© Insurance Services Office, Inc., 2012 Page 1 of 1