HomeMy WebLinkAboutAGENDA REPORT 2025 0520 AC REG ITEM 07A Item: 7.A.
CITY OF MOORPARK
MOORPARK ARTS COMMISSION
AGENDA REPORT
TO: Moorpark Arts Commission
FROM: Chris Ball, Senior Management Analyst
DATE: 5/20/2025 Regular Meeting
SUBJECT: Consider High Street Bike Rack Public Art Project
BACKGROUND
Moorpark Municipal Code Chapter 17.50 establishes the City's Art in Public Places (AIPP)
program, with the goal of balancing the community's physical growth with revitalization
and its cultural and artistic resources. This program requires certain residential,
commercial, and industrial development projects to either install public artwork or pay an
in-lieu fee. In-lieu fees are collected and maintained in the AIPP Fund for use exclusively
for the AIPP program. The Arts Commission is tasked with reviewing proposed AIPP
projects and providing recommendations to City Council regarding site locations and
conceptual design of proposed artwork.
On January 15, 2025, the Moorpark City Council considered the plans and specifications
for the High Street Improvement Project, which involves construction of frontage
improvements along High Street, between Moorpark Avenue and Magnolia Street. The
project is expected to start in June of 2025 and finish by the end of the year. Planned
streetscape improvements include new sidewalks, street furnishings, decorative flatwork,
pavement and pedestrian safety improvements. During the City Council review, it was
noted that the project included installation of two new bicycle racks. To further enhance
the streetscape renovations, Council recommended that staff develop a public art project
to install custom, artistic bicycle racks through the City's AIPP program rather than
purchase off-the-shelf bicycle racks as identified in the plans and specifications.
DISCUSSION
A draft Request for Qualifications (RFQ) for High Street Bike Racks has been prepared.
The RFQ seeks proposals from qualified artists or artist teams to design, fabricate and
install two artistic, functional bicycle racks (Bike Racks) in pre-determined locations in
downtown High Street that will become part of the City's public art collection. The Bike
Arts Commission Regular Meeting
May 20, 2025
Page 3
The Panel is anticipated to meet twice during the selection process. The first meeting will
be scheduled to review the artist applications and select three finalists to develop project
proposals. The second meeting would take place a month later to receive the finalist
proposals and make an artist recommendation to be considered by the Arts Commission.
The Arts Commission will make a recommendation to the City Council for final approval.
The tentative timeline for the project is as follows:
Jun 2025 RFQ release
Jul 2025 Application deadline / Finalist selection
Aug 2025 Finalist design presentations /Artist selection
Sep 2025 City Council approval /Agreement execution
Oct - Nov 2025 Fabrication
Dec 2025 Installation
It is important to note that the project is contingent on allocation of funding by the City
Council. The total anticipated budget for the project is $20,000, which will provide $8,000
for each Bike Rack ($16,000 total), $500 stipends for finalist proposals ($1,500 total), and
$2,500 for project contingencies. Staff is currently exploring options for online artist
recruitment and selection, which may result in revisions to the selection process and
timeline. The project timeline may also be subject to modification based on changes to
the schedule for the High Street Improvement project.
STAFF RECOMMENDATION
1) Provide input on High Street Bike Rack Request for Qualifications; and
2) Select two members of the Arts Commission to participate on the artist selection
panel.
Attachment 1: High Street Depot / "Village Green" Aerial Rendering
Attachment 2: Informal Request for Qualifications for High Street Bike Rack Public Art
3
Attachment 1
High Street Depot / "Village Green" Aerial Rendering
BIKE RACK LOCATIONS
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Note: For illustrative purposes only. All locations are approximate and subject to change at the City's discretion.
Attachment 2
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CITY OF MOORPARK
INFORMAL REQUEST FOR QUALIFICATIONS
PUBLIC ART:
HIGH STREET BIKE RACKS
Submittals Due By:
[DATE]
at [TIME]
City of Moorpark
323 Science Drive
Moorpark, California 93021
5
INFORMAL REQUEST FOR QUALIFICATIONS FOR
HIGH STREET BIKE RACKS
INTRODUCTION
The City of Moorpark is seeking proposals from qualified artists or artist teams
(collectively Artists) to design, fabricate and install two artistic, functional bicycle racks
(Bike Racks) in pre-determined locations in downtown High Street that will become part
of the City's public art collection.
Delivery and installation of the Bike Racks will be coordinated with streetscape
improvements on High Street that are scheduled to commence summer 2025. The
planned improvements include new sidewalks, street furnishings, decorative flatwork,
pavement and pedestrian safety improvements. The Bike Racks will add an artistic
highlight to this streetscape renovation work and contribute to the revitalization of
downtown Moorpark.
Up to three (3) Artists will be invited to develop original design proposals for the project.
Proposals are to include two unique Bike Rack designs (one for each location). Each
finalist will receive a $500 honorarium for their proposals. The selection committee may
select one Artist to complete both Bike Racks, or one Artist for each Bike Rack. The
budget for each selected Bike Rack is $8,000.
Funding is provided by the City's Art In Public Places Fund, which consists entirely of
development fees collected specifically for public art projects. The Moorpark Arts
Commission is tasked with reviewing conceptual design and placement of all Art In Public
Places projects, and will participate in the artist selection process.
ELIGIBILITY
This opportunity is open to professional artists who permanently reside in the State of
California and meet the definition of an artist established in Moorpark Municipal Code
Section 17.50.020.
• Artists working in all mediums may apply, however experience with functional
sculpture in metals and other solid mediums is strongly preferred.
• Current City of Moorpark Arts Commissioners, employees of the City of Moorpark and
their business partners and/or their immediate family members may not apply.
BUDGET
The budget is a not-to-exceed amount of $8,000 per Bike Rack.
The budget is all-inclusive and includes all design fees; travel expenses; all labor,
materials and fabrication costs; insurance costs; storage, shipping and transportation to
the site; installation; any applicable fees and taxes; any other expenses related to the
design, fabrication, installation, and documentation of this project.
Page 2 of 29
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The budget includes an Artist's fee of $1,500 to be paid following installation and final
acceptance of the completed Bike Rack by the Moorpark City Council.
Artists are responsible for travel expenses including travel to interviews and meetings, if
invited. No separate budget exists to support project-related travel for Artists during the
selection phase.
THE SITE
The Bike Racks will be installed on the south side of High Street, near the Bard Street
intersection, along the pedestrian right-of-way in front of the new High Street Depot
development, which is currently under construction. The High Street Depot is a mixed-
use development scheduled for completion in summer 2025. The development will
provide 79 residential rental units and over 13,500 square feet of commercial tenant
space, distributed across seven buildings on the project site. Four mixed-use buildings
contain ground floor commercial tenant spaces that front directly onto the public sidewalk
bordering High Street to create pedestrian-level activity. Three standalone commercial
buildings frame an 8,000 square-foot "Village Green" community plaza and greenspace,
near which the Bike Racks will be located (see Attachment 1). Street frontage
improvements provide outdoor dining areas, upgraded sidewalks, and landscaping to
soften and round out the overall design.
The development takes its architectural cues from past and present structures on High
Street to underscore the City's agricultural and rail heritage. The first Moorpark train
station was constructed in 1900 on a site west of the High Street Depot, and for most of
the City's existence the economy centered on agriculture. The town was named after a
variety of apricot that was abundantly grown in the area, but various other crops such as
walnuts and citrus were also heavily farmed in the region, with the railroad providing a
means to transport crops to markets to the north and south. Today the Moorpark
Metrolink Station, located immediately east of the High Street Depot, is an active
commuter station serving both Amtrak and Metrolink commuters, and the railroad remains
an important part of the community identity.
The High Street Depot project is a cornerstone in the revitalization of "Old Town
Moorpark", which generally extends along High Street between Spring Road to the east
and the Post Office to the west. High Street was the original "main street" of Moorpark,
and today is an eclectic mix of retail, restaurants, office buildings and residential
properties. It is also the site of a historic Pepper Tree grove planted in 1904 and
designated a Ventura County Historic Landmark. Revitalization of this area is a high
priority for the community. In 2021 the City adopted an Arts Master Plan which supports
the community's vision for Old Town Moorpark and recommends "that the City focus on
incorporating arts and culture in project design to establish it as a regional destination.
Public art elements... could be utilized to distinguish the area and further define its
character." This project will not only contribute to the revitalization of the area, but also
be a significant addition to the City's public art collection and grow Moorpark's reputation
as a city that values and supports the arts.
Page 3 of 29
DESIGN CONSIDERATIONS
Bike Rack designs that consider the City's history and heritage are encouraged, but not
required. Designs should carefully balance form with function and must meet the
following criteria for design, function and safety:
Design:
• Must be an original, site-specific, functional and artistic enhancement to the
location.
• Must be engaging and aesthetically pleasing to individuals of all ages, cultures and
backgrounds.
• Embody high aesthetic quality, including consideration of content, craftsmanship,
uniqueness and relevance to its location.
• Creativity and innovation of design are encouraged.
• Bike Rack may not be used for advertisement or to promote business, product, or
viewpoint.
• Designs must not include any breach of intellectual property, trademarks, brands,
business names, corporate or organizational branding.
• Bike Rack may be either an all-in-one piece, or multiple free-standing sections.
Function:
• Each Bike Rack must be capable of securing a minimum of four(4) standard adult-
size bicycles while easily accommodating handlebars, pedals, and maneuvering.
• Support bicycles upright at two points of contact to prevent damage to the bicycle
wheels and frame.
• Minimum 36" height to allow leaning a bicycle against and prevent the bicycle from
tipping over.
• Enable the bicycle frame and at least one wheel to be secured with a standard U-
lock.
• Support a variety of bicycle sizes and frame shapes.
• Designed only with smooth surfaces and materials that will not easily scratch or
damage bicycle finish.
• Constructed of durable materials capable of withstanding long-term exposure and
constant use in an outdoor environment, resist vandalism, and require minimal
maintenance.
• Designed with tamper-resistant anchoring sufficient to prevent it from being
removed, broken, or overturned.
• Resist being cut or detached using hand tools such as bolt cutters, pipe cutters,
wrenches, and pry bars.
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• Entire Bike Rack must be designed to mount onto an existing concrete pad
measuring 4' x 5' (48" x 60"), and cannot exceed 5' (60") in height.
Safety:
• Avoid sharp edges or points that could be potential hazards for bicycles, cyclists
or pedestrians.
• Designs must adhere to Americans with Disabilities Act (ADA) standards such as:
o To be detected by a white cane, the protruding or leading edge of the rack shall
be 27" or less above the sidewalk surface.
o Between 27" and 60" above the sidewalk surface, protruding or leading edges
may overhang a maximum of 12".
o Except for the bike rack supporting brackets, the shortest section of the bike
rack must be a minimum of 27" tall - enough to be perceived by pedestrians
and avoid tripping hazards.
o Any spaces between rack features must be larger than 9" and smaller than 3.5"
to avoid the potential for children trapping their heads.
OTHER CONSIDERATIONS
Schedule: The selected Artist(s) should anticipate completing fabrication approximately
two months after contract execution or final design approval (whichever occurs later), with
installation expected to occur by the end of 2025. A final schedule for fabrication and
installation will be negotiated with the selected Artist(s) and included in the final
Agreement.
Artwork to be Completed Upon Delivery: Bike Racks must be delivered finished and
ready to be installed. No on-site fabrication or finishing work will be permitted unless
Artist is registered with the California Department of Industrial Relations and possesses
an active State of California Contractor's License appropriate for the work to be
performed.
Artist Identification: A plaque to be fabricated and installed by the City identifying the artist,
title, year and crediting the Art In Public Places program will be mounted in a location
near the Bike Rack following installation.
SCOPE OF WORK FOR DESIGN, FABRICATION AND INSTALLATION SERVICES
Execution of an Agreement for Public Art Project with the City, including compliance
with all insurance requirements noted therein. Artist is responsible for understanding
what is required with regard to the insurance before submitting a proposal (see
Attachment 2: Sample Agreement).
Research, including examination of the site, reviewing pertinent documents, meeting
with City staff involved in the project, as well as members of the community.
Page 5 of 29
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Creation and submission of two Schematic Designs (one for each Bike Rack
awarded).
Participation in a critique of the Schematic Design(s) by the Moorpark Arts
Commission.
Participation in a review of the Schematic Design(s) by the Moorpark City Council.
Development and submission of a Final Proposal.
• Participation in a review of the Final Proposal by the Arts Commission and Staff.
• Fabrication and finishing of all Bicycle Rack components.
Storage of all completed Bike Rack components and related materials until installation
is authorized by City staff.
• Provide all labor and materials, tools, equipment, transportation and services
necessary for and incidental to the installation of all Bike Rack components at the
project site.
• Contracting and management of all subcontractors required to complete all phases of
the project, including, but not limited to, transportation, and installation of the Bike
Racks.
o Any portions of the work for this project that are considered a "public work"
pursuant to Labor Code Section 1720 et seq. require a contractor licensed with the
CSLB and registered with the DIR. Artist shall be solely responsible for ensuring
that subcontractors (if any) have valid appropriate licenses and registrations under
California law or the applicable jurisdiction.
Submission of a Bike Rack maintenance report.
• Coordination with City staff throughout the project, including progress inspections,
verification of project milestones, installation, and project administration.
• At the City's request, participate in a ribbon-cutting ceremony and/or outreach to
press.
Some meetings may be conducted remotely, as necessary and as solely determined by
City staff.
PRELIMINARY SCHEDULE [TENTATIVE]
Jun 2025 RFQ released
Jul 2025 Application deadline / Finalist selection
Aug 2025 Finalist design presentations / Artist selection
Sep 2025 City Council approval /Agreement execution
Oct—Nov 2025 Fabrication
Dec 2025 Installation
SELECTION PROCESS
Applications submitted in response to this RFQ will be screened by City staff to ensure
that they are complete and meet the minimum requirements of this RFQ. A Selection
Page 6 of 29
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Panel consisting of City staff, City Arts Commission members and community
stakeholders will review all complete, eligible applications received by the deadline.
Evaluating the qualifications shown in the applications, the Selection Panel will select up
to three finalists to develop and present preliminary proposals for the project.
Criteria used for finalist selection will include:
Technical and aesthetic quality of past work.
Suitability for this project as evidenced by samples of past work.
Experience working with durable materials specific to the outdoor environment.
Demonstrated success in comparable projects using creative, innovative and effective
approaches.
Prior experience working with public agencies on the development and installation of
public art projects of this scale is strongly preferred. The City retains full discretion in
determining the applicability and weight of the evaluation criteria.
Finalists will be invited to develop original design proposals for the project. Proposals are
to include two (2) unique Bike Rack designs (one for each location) with renderings and
other visual materials to adequately illustrate the proposed designs. Proposals must also
include a detailed budget and proposed payment schedule, installation plan (including
any anticipated subcontractors necessary to complete the work), schedule for completion
of the work, and general maintenance plan. The proposed payment schedule must
identify, and be tied to, specific milestones appropriate to the project timeline and value
of work received and include the $1,500 Artist fee, which will be paid following installation
and acceptance of the completed Bike Rack(s) by the City.
Proposals will be presented to the Selection Committee at a date to be determined by the
City. Finalists will each receive a stipend of $500, paid approximately 30 days following
presentation (current W-9 federal tax information form required). After the proposal
presentations the Selection Panel may select one Artist to complete both Bike Racks, or
separate Artists for each Bike Rack. Artist selections will be forwarded to the City Council
for approval. The City Council has final approval authority.
Criteria used to determine the final recommendation will include, but not be limited to:
• Quality, creativity, and strength of concepts and workmanship
• Interest in and understanding of the project
▪ Proposed project schedule and ability to complete project within the desired timeframe
▪ Experience organizing and administering complex projects, including the
management of subcontractors required for project completion
Bike Rack permanence and durability demonstrated through the selection of site
appropriate materials
Quality and strength of presentation
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APPLICATION CONTENT
Please closely observe the requirements and guidelines for the application materials as
detailed below. Artists who wish to be considered must submit the following application
items:
1) Letter of Interest: Description of the Artist's interest in the project, artistic
approach and working methods, relevant experience or background. Include
primary contact information: name, address, phone and email.
2) Resume or CV
3) Professional References: Include the names, addresses, current telephone
numbers and/or email addresses for three public agencies on your past work and
qualifications. If three public agency references are not available alternate
references may be included, however, as noted above, experience working on
public art projects may be a factor of consideration during finalist selection.
4) Images of Past Work:
• Submit a maximum of 10 images of previous completed sculptural work. Artist
teams are encouraged to include projects created by the team.
• Include annotations with each image indicating the title of artwork, medium,
dimensions, date artwork was created, and location. For previous public art
projects please also list the commissioning body, budget and date of
completion.
In addition to the guidelines outlined above, please observe the following:
Do not submit proposals, drawings, models, medium samples, original works of
art, books, catalogs, or any other materials in lieu of, or in addition to, the
requirements listed above.
Unsolicited materials will not be reviewed and will not be returned.
The City may request supporting documentation of any submittal materials for
clarification/verification purposes.
APPLICATION SUBMITTAL
[To be determined]
INQUIRIES / ADDENDA
Any questions about this RFQ or the proposed scope of work must be submitted by email
to the City's RFQ administrator, Chris Ball at cball@moorparkca.gov. Questions and
requests for information must be received no later than [DATE] at [TIME].
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CONTRACT REQUIREMENT
Before any work can commence, the selected Artist(s) will be required to sign and deliver
the City's Public Art Project Agreement (Agreement), a sample of which is attached to
this RFQ (Attachment 2).
Please review all the terms and conditions of the Agreement, including the provisions
relating to insurance and indemnity. The City will require certificates of insurance and
additional insured endorsements, as specified in Exhibit A of the sample
Agreement, prior to contract execution.
The City's policy is that the Agreement be accepted as is. If you are not able to
comply with the terms of the agreement, including the insurance requirements
contained therein, do not submit an application.
This RFQ, or any part of it, and the Artist's application, will be incorporated into and made
a part of the Agreement. The City reserves the right to further negotiate and/or modify
the terms and conditions of the Agreement. The Artist(s) whom the City Council selects
must cooperate with the City in good faith to negotiate, sign, and deliver the final
Agreement.
GENERAL TERMS AND CONDITIONS
1. This RFQ does not commit the City to enter into an agreement, to pay any cost
incurred in the preparation of a submittal to this request or in subsequent negotiations,
or to procure or contract for the project.
2. At any time prior to the specified time and date set for the submission, a person/firm,
or their designated representative, may withdraw their application.
3. It is the applicant's responsibility alone to ensure delivery of an application to the RFQ
administrator prior to the submittal deadline stipulated in this RFQ. Late application
submissions will not be accepted or considered.
4. The issuance of this RFQ and the acceptance of an application do not constitute an
agreement by the City that any contract will actually be entered into by the City. The
City expressly reserves the right, at the City's sole discretion, to:
• Reject any or all applications.
• Revise the RFQ including, but not limited to, the application process, number
of finalists selected, scope of work, project timeline, budget, Selection Panel
composition, and selection process.
• Reissue an RFQ.
• Extend the time frame for submission of applications by notification to all parties
who have registered an interest in this RFQ with the City.
• Request more information from any or all applicants.
• Waive any immaterial defect or informality.
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• Decline to go forward with the RFQ. The City expressly reserves the right not
to proceed to contract under this RFQ.
• Reject any Subcontractor or Contractor proposed by the applicant.
• Accept whichever application(s) that may be in the best interest of the City.
5. This RFQ, or any part of it, and the applicant's submission, may be incorporated into
and made a part of the Agreement. The City reserves the right to further negotiate
and/or modify the terms and conditions of the Agreement. Final terms of any
agreement will be established during negotiations. Negotiations may be terminated by
the City for failure to reach mutually acceptable terms and the City may award the
Agreement to the next qualified applicant.
6. Applications become the property of the City and information contained therein shall
become public documents subject to disclosure laws after the contract is awarded.
(Government Code Section 6250 et seq.). The City reserves the right to make use of
any information or idea contained in the application. Applicant must notify the City in
advance of any proprietary or confidential materials contained in the application and
provide justification for not making such material public. The City will have the sole
discretion to disclose or not disclose such material subject to state law. All materials,
ideas, and formats submitted in response to this RFQ will become the property of the
City upon receipt.
7. The selected Artist will be required to provide evidence of liability insurance pursuant
to City requirements prior to Agreement execution (see Attachment 2 for insurance
requirements). The City will require certificates of insurance and additional insured
endorsements, as specified in Exhibit A of the Sample Agreement.
8. The selected applicant will maintain any required professional licenses and
registrations during the life of the contract with the City.
9. The selected applicant may utilize the services of subcontractors on those parts of the
work which, under normal contracting practices, are performed by specialty
subcontractors. Unless a specific subcontractor is listed in the final Agreement,
applicant is representing to City that applicant has all appropriate licenses,
certifications, and registrations to perform the work hereunder. After execution of an
Agreement, the applicant shall not award work to any unlisted subcontractor without
prior written approval of the City. The proposer shall be fully responsible to the City
for the performance of his/her subcontractors, and of persons either directly or
indirectly employed by them. Nothing contained herein shall create any contractual
relation between any subcontractor and the City.
10.Applicants are responsible for making all necessary investigations and examination of
records related to this RFQ. Failure to do so will not act to relieve any condition of a
potential Agreement or the requirements set out in this RFQ. It is mutually understood
and agreed that the submission of a proposal shall be considered evidence that the
applicant has made such examinations and investigations. No request for modification
of application shall be considered after its submission on the grounds that the
applicant was not fully informed as to any fact or condition.
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11.Applicants are responsible for reviewing all portions of this RFQ. Applicants are to
promptly notify the City, in writing, if the proposer discovers any ambiguity,
discrepancy, omission or other error in the RFQ. Any such notification should be
directed to the City's RFQ administrator promptly after discovery, but in no event later
than the deadline for clarifications or corrections stipulated in this RFQ. Protests of the
contract award must be made, no later than five (5) working days after the aggrieved
party knows or should have known of the facts giving rise to the protest.
12.The City may, from time to time, issue Addenda to the RFQ. Applicants are
responsible for ensuring that they have received any and all Addenda. Applicants
must acknowledge receipt of all Addenda, if any, in their proposals. Failure to
acknowledge receipt of all Addenda may cause an application to be deemed
incomplete and non-responsive.
13.The City reserves the right to contract with other firms during the contract term or to
issue multiple contracts for individual aspects of the project as may deemed in the
best interests of the City.
14.The City's payment terms are 30 (thirty) days from the receipt of an original invoice
and City acceptance of the quantity and quality of the services being billed. City
reserves the right to delay any post-termination payment until completion or confirmed
abandonment of the project, as may be determined in the City's sole discretion, so as
to permit a full and complete accounting of costs.
15.The City endeavors to do business with Artists sharing the City's commitment to
practice respect, equity and inclusion Citywide, and will not do business with any Artist
that discriminates on the basis of race, religion, sexual orientation, color, ancestry,
age, gender, disability, medical condition, or place of birth.
LINKS TO ADDITIONAL RESOURCES
• High Street Depot project webpage
Attachments:
1 — Bike Rack Location Rendering
2 — Sample Agreement
---End of RFQ---
Page 11 of 29
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Attachment 1
High Street Depot / "Village Green" Aerial Rendering
BIKE RACK LOCATIONS
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Note:For illustrative purposes only. All locations are approximate and subject to change at the City's discretion.
Attachment 2
SAMPLE AGREEMENT
(For illustration purposes only— do not submit with proposal.)
AGREEMENT BETWEEN THE CITY OF MOORPARK AND
FOR
HIGH STREET BIKE RACKS
THIS AGREEMENT, is made and effective as of
between the City of Moorpark, a municipal corporation ("City") and
, a ("Artist"). In consideration of the
mutual covenants and conditions set forth herein, the parties agree as follows:
WHEREAS. City has a need for certain artistic design, fabrication. and
installation services to create artistic, functional bicycle racks ("Artwork") for downtown
High Street ("Project Site"):and
WHEREAS. City desires to contract for such services with a private Artist; and
WHEREAS, City wishes to retain Artist for said services as described in this
Agreement.
NOW, THEREFORE, in consideration of the mutual covenants, benefits. and
premises herein stated,the parties hereto agree as follows:
1. TERM
The term of this Agreement shall be from the date of execution to completion of
the work identified in the Scope of Services and in conformance with Exhibit , unless
this Agreement is terminated or suspended pursuant to this Agreement.
2. SCOPE OF SERVICES
City does hereby retain Artist as an independent contractor in a contractual
capacity to perform the services set forth in the Scope of Work, Schedule of
Performance,Project Budget and Schedule of Payment, Exhibit , and in accordance
with the terms and conditions hereinafter set forth herein and with the authorities and
responsibility ordinarily granted to this type of work. In the event there is a conflict
between the provisions of Exhibit and this Agreement. the language contained in
this Agreement shall take precedence.
Artist shall perform the tasks described and set forth in Exhibit . Artist shall
complete the tasks according to the schedule of performance, which is also set forth in
Exhibit
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Compensation for the services to be performed by Artist shall be in accordance
with Exhibit and Section 6 of this Agreement. Compensation shall not exceed the
rates or total contract value of dollars ($XXX,XXX) as stated in
Exhibit , without the written authorization of the City Manager. Payment by City to
Artist shall be in accordance with the provisions of this Agreement.
3. PREVAILING WAGES
City and Artist acknowledge that this project is a public work to which prevailing
wages apply, and that a public work project is subject to compliance monitoring and
enforcement by the California Department of Industrial Relations ("DIR"). Artist agrees to
notify any contractors(s) hired by Artist in the commission of the Artwork, that said
contractor(s) are bound by all the terms, rules and regulations described in (a) Division 2,
Part 7, Chapter 1 (commencing with Section 1720) of the California Labor Code, including
without limitation California Labor Code Section 1771 and (b) the rules and regulations
established by the DIR implementing such statutes, as though set forth in full herein,
including any applicable amendments made thereto during the term of this Agreement.
For every contractor who will perform work on this project, Artist shall be responsible for
contractor's compliance with (a) and (b), and Artist shall take all necessary actions to
ensure contractor's compliance. California Labor Code Section 1725.5 requires all
contractors and subcontractors to annually register with the DIR before bidding or
performing on any public work contract. Artist is required to provide proof of compliance
with California Labor Code Section 1725.5 prior to hiring any contractors or sub-
contractors for this project.
4. SPECIAL CONTRACT PROVISIONS
Artist agrees to be bound by the terms of these Special Contract Provisions:
a) Copyright. The Artwork shall be considered to be "works made for hire" for
the benefit of the City. The Artwork and any and all associated intellectual property rights
arising from the Artwork, shall be and remain the property of the City without restriction
or limitation. The Artist shall not obtain or attempt to obtain copyright protection as to the
Artwork.
b) Irrevocable License to Reproduce. The Artist hereby grants the City, without
additional charge to, or payment by, the City, an irrevocable license to make, or cause to
be made, photographs and other two-dimensional reproductions of the Artwork or the
Artwork Design for any municipal purpose including, but not limited to, educational, public
relations, tourist and arts promotional purposes. For the purposes of this Agreement, the
following are examples of permissible reproductions for the above cited purposes: in
brochures and pamphlets pertaining to the City or State; in exhibition catalogs, books,
slides, photographs, postcards, posters, and calendars; in art magazines, art books and
art and news sections of newspapers; in general books and magazines not primarily
devoted to art; as well as on slides, CDs, DVDs, film strips, video, computer websites,
television, and social media sites.
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Title to the completed Artwork shall immediately vest in the City upon final
acceptance by the City, and all ownership rights shall be transferred, conveyed, and
assigned to the City for all purposes permitted by this Agreement. Prior to completion of
the Artwork, City shall have the right, at its option, to claim ownership, possession, and
control of the uncompleted portions of the Artwork which are on the Project Site.
c) Artist's Waiver of Rights
Artwork Removal. The Artwork may be removed from the Project Site at any
time. The Artist and the City acknowledge that the Artist may have certain rights under
the federal Visual Artists Rights Act of 1990 ("VARA"). The Artist acknowledges and
understands that the installation of the Artwork at the Project Site may subject the Artwork
to destruction, distortion, mutilation, or other modification due to the acts of third parties
or to its removal, repair, maintenance, storage, or transfer of ownership.
Limited VARA Waiver. In consideration of the mutual covenants and
conditions in this Agreement, and except as otherwise provided for in this Agreement, the
Artist agrees to waive any right that the Artist may have under VARA to prevent the
removal of the Artwork, or the destruction, distortion, mutilation, or other modification of
the Artwork which arises from, is connected with, or is caused or claimed to be caused
by the removal, repair, maintenance, storage, or transfer of ownership of the Artwork by
the City, or their elected officials, officers, employees, agents, or representatives, or the
presence of the Artwork at the Project Site, to the maximum extent permitted by law.
California Civil Code Section 987 Waiver. The Artist and the City
acknowledge that the Artist may have certain rights under California Civil Code Section
987 which are not preempted by VARA. In consideration of the mutual covenants and
conditions in this Agreement, and to the maximum extent permitted by law, the Artist
waives any rights which the Artist or the Artist's heirs, beneficiaries, devisees, or personal
representatives may have under California Civil Code Section 987 to prevent the removal,
destruction, distortion, mutilation, or other modification of the Artwork.
Rights of Artist's Heirs, Successors and Assigns. The Artist's VARA rights
under this Agreement shall cease with the Artist's death and do not extend to the Artist's
heirs, successors or assigns.
d) Risk of Loss. Until the Artist receives an artwork acceptance notice from the
City, any theft of, damage or vandalism to, or acts of God or nature affecting the Artwork
are the Artist's responsibility, including, but not limited to, any loss occurring during the
fabrication, storage, transportation, delivery, or installation of the Artwork.
Notwithstanding the foregoing, the Artist is not responsible for any damage to the Artwork
arising from the sole negligence or willful misconduct of the City, its agents, employees,
representatives, and contractors.
e) Errors and Omissions. The City's acceptance of the Artwork shall not
release the Artist of the responsibility for the correction of errors or omissions that the
Artwork may contain, including any errors or omissions which arise from the Artist's errors
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or omissions, or the errors and omissions of the Artist's employees, agents,
representatives, or sub-consultants regardless of whether these errors or omissions were
the result of circumstances unforeseen at the time these deliverables were developed or
approved.
f) Defects in Workmanship. The Artist represents and warrants that all work
by the Artist and/or contractors will be performed in accordance with professional
standards and free from defective or inferior materials and workmanship (including any
defects consisting of"inherent vice," or qualities that cause or accelerate deterioration of
the Artwork) for one year after the date of final acceptance by the City.
g) Breach of Warranty. If within the warranty period the City observes a breach
of warranty that is not curable by the Artist, the Artist is responsible for reimbursing the
City for damages, expenses and loss incurred by the City as a result of the breach.
However, if the Artist disclosed the risk of this damage and the City accepted in writing
that it may occur, it shall not be deemed a breach for purposes of this Agreement.
h) Hazardous Materials. The Artist represents and warrants that the Artwork
and the materials used are not currently known to be hazardous or potentially hazardous
to any plant life, animal life, human life, or natural ecosystem.
i) Public Safety. The Artist represents and warrants that the Artwork shall not
constitute any threat to the safety of persons or property when used in the manner for
which it is designed.
j) Maintenance. The Artist represents and warrants that reasonable
maintenance of the Artwork will not require procedures substantially in excess of those
described in a maintenance plan submitted by the Artist.
k) Acceptable Standard for Display. Artist represents and warrants that
general routine cleaning and repair of the Artwork and any associated working parts
and/or equipment will maintain the Artwork within an acceptable standard for public
display; foreseeable exposure to the elements and general wear and tear will cause the
Artwork to experience only minor repairable damages and will not cause the Artwork to
fall below an acceptable standard for public display; with general routine cleaning and
repair, and within the context of foreseeable exposure to the elements and general wear
and tear, the Artwork will not experience irreparable conditions that do not fall within an
acceptable standard of public display, including mold, rust, fracturing, staining, chipping,
tearing, abrading and peeling; and to the extent the Artwork incorporates products
covered by a manufacturer's warranty, the Artist shall provide copies of such warranties
to the City.
I) Ownership of Documents. All original designs, plans, specifications,
reports, documentation, and other informational materials, whether written or readable by
machine, originated, or prepared exclusively for the City pursuant to this Agreement
("Work Product Materials") shall become the joint property of the City and the Artist. The
Artist shall deliver such documents to the City whenever reasonably requested to do so
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by the City. Artist may not provide, transfer or otherwise convey any of the Work Product
Materials to any third party without the City's prior, written consent.
m) Reproduction Rights. In view of the intention that the Artwork shall be
unique, the Artist shall not make any additional exact duplicate two or three-dimensional
reproductions of the Artwork, nor shall the Artist grant permission to others to do so except
with the written permission of the City. However, nothing shall prevent the Artist from
creating future artworks in the Artist's manner and style of artistic expression.
n) Acknowledging the City. The Artist shall use the Artist's best efforts in any
public showing or on a résumé to give acknowledgment to the City in substantially the
following credit line: "An artwork commissioned by the City of Moorpark."
o) City's Right to Repair and Conserve. The City shall have the right to
determine when and if repairs and restorative conservation to the Artwork will be made.
It is the policy of the City to consult with the Artist regarding repairs and restorative
conservation which is undertaken up to five (5) years after final payment has been made,
when practicable. In the event that the City makes repairs or restorative conservation not
approved by the Artist, the Artist shall have the right to disown the Artwork as the Artist's
creation and request that all credits be removed from the Artwork and reproductions
thereof.
p) Standards of Repair and Conservation. All repairs and restorative
conservation, whether performed by the Artist, the City, or by third parties responsible to
the Artist or the City, shall be made in accordance with professional conservation
standards and in accordance with the maintenance manual provided to the City by the
Artist.
5. PERFORMANCE
Artist shall at all times faithfully, competently and to the best of their ability,
experience, standard of care, and talent, perform all tasks described herein. Artist shall
employ, at a minimum, generally accepted standards and practices utilized by persons
engaged in providing similar services as are required of Artist hereunder in meeting its
obligations under this Agreement.
6. MANAGEMENT
The individual directly responsible for Artist's overall performance of the
Agreement provisions herein above set forth and to serve as principal liaison between
City and Artist shall be , and no other individual may be substituted
without the prior written approval of the City Manager.
The City's contact person in charge of administration of this Agreement, and to
serve as principal liaison between Artist and City, shall be the City Manager or the City
Manager's designee.
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7. PAYMENT
Taxpayer ID or Social Security numbers must be provided, on an IRS 1099 form,
before payments may be made to vendors.
The Artist shall receive a fee (Artist's Fee)of dollars ($XX,XXX)
upon completion of the Artwork and final acceptance by the City Council of the City of
Moorpark of the Artwork. The Artist shall be reimbursed for other project related
expenses in accordance with the Schedule of Payment as set forth in Exhibit . The
Project Budget, excluding the Artist's Fee, shall not exceed _ ____dollars
($XXX,XXX) for work directly related to the services set forth in Exhibit . Artist shall
complete the tasks according to the Schedule of Performance, which is set forth in
Exhibit
Artist shall submit invoices in accordance with the Schedule of Payment set forth
in Exhibit . Invoices shall be submitted on or about the first business day of each
month, or as soon thereafter as practical, for services provided in the previous month.
Payment shall be made within thirty (30) days of receipt of each invoice as to all non-
disputed fees. If the City disputes any of Artist's fees or expenses it shall give written
notice to Artist within thirty (30) days of receipt of any disputed fees set forth on the
invoice.
Artist shall not be compensated for any services rendered in connection with its
performance of this Agreement, which are in addition to those set forth herein, unless
such additional services are authorized in advance and in writing by the City Manager.
The City Manager, if authorized by City Council, may approve additional work not to
exceed ten percent (10%) of the amount of the Agreement.
8. TERMINATION OR SUSPENSION WITHOUT CAUSE
The City may at any time, for any reason, with or without cause, suspend or
terminate this Agreement, or any portion hereof, by serving upon the Artist at least ten
(10) days prior written notice. Upon receipt of said notice, the Artist shall immediately
cease all work under this Agreement, unless the notice provides otherwise. If the City
suspends or terminates a portion of this Agreement such suspension or termination shall
not make void or invalidate the remainder of this Agreement.
The Artist may terminate this Agreement only by providing City with written notice
no less than thirty (30) days in advance of such termination. If the Agreement is
terminated by Artist prior to final acceptance of the Artwork by the City Council, Artist shall
forfeit the dollar ($XX,XXX) Artist's Fee.
In the event this Agreement is terminated or suspended pursuant to this Section,
the City shall pay to Consultant the actual value of the work performed up to the time of
termination or suspension and consistent with the Schedule of Payment, provided that
the work performed is of value to the City. Upon termination or suspension of the
Agreement pursuant to this Section, the Consultant will submit an invoice to the City
pursuant to this Agreement.
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9. DEFAULT OF ARTIST
The Artist's failure to comply with the provisions of this Agreement shall constitute
a default. In the event that Artist is in default for cause under the terms of this Agreement,
City shall have no obligation or duty to continue compensating Artist for any work
performed after the date of default and can terminate or suspend this Agreement
immediately by written notice to the Artist. If such failure by the Artist to make progress in
the performance of work hereunder arises out of causes beyond the Artist's control, and
without fault or negligence of the Artist, it shall not be considered a default.
If the City Manager or the City Manager's designee determines that the Artist is in
default in the performance of any of the terms or conditions of this Agreement, designee
shall cause to be served upon the Artist a written notice of the default. The Artist shall
have seven (7) days after service upon it of said notice in which to cure the default by
rendering a satisfactory performance. In the event that the Artist fails to cure its default
within such period of time, the City shall have the right, notwithstanding any other
provision of this Agreement, to terminate this Agreement without further notice and
without prejudice to any other remedy to which it may be entitled at law, in equity or under
this Agreement.
10. OWNERSHIP OF DOCUMENTS
Subject to additional requirements in Special Contract Provisions, Artist shall
maintain complete and accurate records with respect to sales, costs, expenses, receipts,
and other such information required by City that relate to the performance of services
under this Agreement. Artist shall maintain adequate records of services provided in
sufficient detail to permit an evaluation of services. All such records shall be maintained
in accordance with generally accepted accounting principles and shall be clearly identified
and readily accessible. Artist shall provide free access to the representatives of City or
the City's designees at reasonable times to such books and records; shall give the City
the right to examine and audit said books and records; shall permit City to make
transcripts therefrom as necessary; and shall allow inspection of all work, data,
documents, proceedings, and activities related to this Agreement. Notification of audit
shall be provided at least thirty (30) days before any such audit is conducted. Such
records, together with supporting documents, shall be maintained for a period of five (5)
years after receipt of final payment.
Upon completion of, or in the event of termination or suspension without cause of
this Agreement, all original documents, designs, drawings, maps, models, computer files,
surveys, notes, and other documents prepared in the course of providing the services to
be performed pursuant to this Agreement shall become the sole property of the City and
may be used, reused, or otherwise disposed of by the City without the permission of the
Artist. With respect to computer files, Artist shall make available to the City, at the Artist's
office and upon reasonable written request by the City, the necessary computer software
and hardware for purposes of accessing, compiling, transferring, and printing computer
files.
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11. INDEMNIFICATION AND HOLD HARMLESS
To the maximum extent permitted by law, the Artist agrees to defend, indemnify,
protect and hold City, its elected and appointed officials, officers, employees, agents, and
volunteers, free and harmless from any and all claims asserted, and/or actual or alleged
liability for damages or injuries to any person or property including Artist's employees,
agents, representatives or subcontractors, and/or claims and liabilities arising directly or
indirectly from, or that are connected with, or are caused or claimed to be caused by, the
acts or omissions of the Artist, the Artist's employees, agents, representatives or
subcontractors, or anyone acting on the Artist's behalf. The obligation to indemnify shall
be effective even if the passive negligence of the City, its agents, officers or employees
contributes to the loss or claim.
The Artist further agrees that the duty to defend includes payment of attorney's
fees and all costs associated with enforcement of this indemnification provision, defense
of any claims arising from this Project; and, where a conflict of interest exists, or may exist
between the Artist and the City, the reasonable cost of attorney's fees and all other costs
if the City chooses, at its own election, to conduct its own defense or participate in its own
defense of any claim related to this Project. The Artist's duty to indemnify, defend, and
hold harmless shall not include any claims or liability (i) to the extent arising from the
active negligence, sole negligence, or willful misconduct of the City, its agents, officers or
employees, as established by final court decision; or (ii) where otherwise prohibited or
preempted by law.
Without in any way limiting the generality of the foregoing, the Artist represents
and warrants that the Artwork is solely the result of the artistic effort of the Artist. Any and
all materials or deliverables, including but not limited to the Artwork Design and/or the
Artwork (collectively, "Works"), provided under this contract are unique, original, an
edition of one, not encumbered and do not infringe upon the copyright, trademark, patent
or other intellectual property rights of any third party, or are in the public domain. The
Artwork has not been accepted for sale elsewhere; the Artist has not sold, assigned,
transferred, licensed, granted, encumbered, or utilized the Artwork or any element thereof
or any copyright related thereto which may affect or impair the rights granted pursuant to
this Agreement; the Artwork is free and clear of any liens from any source whatsoever;
all artwork created or performed by the Artist under this Agreement, whether created by
the Artist alone or in collaboration with others, shall be wholly original with the Artist and
shall not infringe upon or violate the rights of any third party; the Artist has the full power
to enter into and perform this Agreement and to make the grant of rights contained in this
Agreement; and all services performed hereunder shall be performed in accordance with
all applicable laws, regulations, ordinances, and/or statutes, and with all necessary care,
skill, and diligence.
If any of the deliverables, materials or Works provided hereunder become the
subject of a claim, suit or allegation of copyright, trademark or patent infringement, City
shall have the right, in its sole discretion, to require Artist to produce, at Artist's own
expense, new non-infringing materials, deliverables or Works as a means of remedying
any claim of infringement in addition to any other remedy available to the City under law
or equity.Artist further agrees to indemnify, defend, and hold harmless the City, its elected
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and appointed officials, officers, employees, volunteers and agents from and against any
and all claims, liabilities, actions, costs, judgments and/or damages of any type alleging
or threatening that any materials, deliverables, supplies, equipment, services or Works
provided under this contract infringe the copyright, trademark, patent or other intellectual
property or proprietary rights of any third party (Third Party Claims of Infringement). If a
Third Party Claim of Infringement is threatened or made before Artist receives payment
under this contract, City shall be entitled, upon written notice to Artist, to withhold some
or all of such payment.
The City does not and shall not waive any rights that it may have against the Artist
by reason of this Section, because of the acceptance by the City, or the deposit with the
City, of any insurance policy or certificate required pursuant to this agreement between
the Artist and the City. The hold harmless and indemnification provisions shall apply
regardless of whether or not said insurance policies are determined to be applicable to
any losses, liabilities, damages, costs and expenses described in this Section.
12. INSURANCE
Artist shall maintain prior to the beginning of and for the duration of this Agreement
insurance coverage as specified in Exhibit A attached hereto and incorporated herein by
this reference as though set forth in full.
13. INDEPENDENT CONTRACTOR
Artist is and shall at all times remain as to the City a wholly independent Contractor.
The personnel performing the services under this Agreement on behalf of Artist shall at
all times be under Artist's exclusive direction and control. Neither City nor any of its
officers, employees, or agents shall have control over the conduct of Artist or any of
Artist's officers, employees, or agents, except as set forth in this Agreement. Artist shall
not at any time or in any manner represent that it or any of its officers, employees, or
agents are in any manner officers, employees, or agents of the City. Artist shall not incur
or have the power to incur any debt, obligation, or liability against City, or bind City in any
manner.
No employee benefits shall be available to Artist in connection with the
performance of this Agreement. Except for the fees paid to Artist as provided in the
Agreement, City shall not pay salaries, wages, or other compensation to Artist for
performing services hereunder for City. City shall not be liable for compensation or
indemnification to Artist for injury or sickness arising out of performing services
hereunder.
14. LEGAL RESPONSIBILITIES
The Artist shall keep itself informed of local, state and federal laws and regulations
which in any manner affect those employed by it or in any way affect the performance of
its service pursuant to this Agreement. The Artist shall at all times observe and comply
with all such laws and regulations, including but not limited to the Americans with
Disabilities Act and Occupational Health and Safety Administration laws and regulations.
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The City, and its officers and employees, shall not be liable at law or in equity occasioned
by failure of the Artist to comply with this Section.
15. ANTI DISCRIMINATION
Neither the Artist, nor any subconsultant under the Artist, shall discriminate in
employment of persons upon the work because of race, religious creed, color, national
origin, ancestry, physical handicap, medical condition, marital status, or gender of such
person, except as provided in California Government Code Section 12940. The Artist
shall have responsibility for compliance with California Labor Code Section 1735.
16. UNDUE INFLUENCE
Artist declares and warrants that no undue influence or pressure is used against
or in concert with any officer or employee of the City in connection with the award, terms
or implementation of this Agreement, including any method of coercion, confidential
financial arrangement, or financial inducement. No officer or employee of the City will
receive compensation, directly or indirectly from Artist, or any officer, employee or agent
of Artist, in connection with the award of this Agreement or any work to be conducted as
a result of this Agreement. Violation of this Section shall be a material breach of this
Agreement entitling the City to any and all remedies at law or in equity.
17. NO BENEFIT TO ARISE TO LOCAL EMPLOYEES
No member, officer, or employee of the City, or their designees or agents, and no
public official who exercises authority over or responsibilities with respect to the Services
during his/her tenure or for one (1) year thereafter, shall have any interest, direct or
indirect, in any agreement or sub-agreement, or the proceeds thereof, for work to be
performed in connection with the Services performed under this Agreement.
18. CONFLICT OF INTEREST
Artist shall provide no service or enter into any agreement with any individual or
entity that has an agreement to provide services, materials, or equipment to City without
the prior written consent of the City Manager.
Artist shall not accept a gift from any person or entity doing business with the
City. For purposes of this Agreement . a gift is defined as provided for in California
Government Code Section 87300, et seq. and Title 2, Division 6, California Code of
Regulations, Section 18730 and amendments or supplementary thereto.
19. NOTICE
Any notice to be given pursuant to this Agreement shall be in writing, and all such
notices and any other document to be delivered shall be delivered by personal service or
by deposit in the United States mail, certified or registered, return receipt requested, with
postage prepaid, and addressed to the party for whom intended as follows:
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To: City Manager
City of Moorpark
323 Science Dr.
Moorpark, CA 93021
To:
Either party may, from time to time, by written notice to the other, designate a
different address or contact person, which shall be substituted for the one above
specified. Notices, payments and other documents shall be deemed delivered upon
receipt by personal service or as of the third (3rd) day after deposit in the United States
mail.
20. CHANGE IN NAME
Should a change be contemplated in the name or nature of the Artist's legal entity,
the Artist shall first notify the City in order that proper steps may be taken to have the
change reflected in the Agreement documents.
21. ASSIGNMENT
Artist shall not assign this Agreement or any of the rights, duties or obligations
hereunder. It is understood and acknowledged by the parties that Artist is uniquely
qualified to perform the services provided for in this Agreement.
22. LICENSES
At all times during the term of this Agreement, Artist shall have in full force and
effect, all licenses required of it by law for the performance of the services in this
Agreement.
23. VENUE AND GOVERNING LAW
This Agreement is made, entered into, and executed in Ventura County, California,
and any action filed in any court or for arbitration for the interpretation, enforcement or
other action of the terms, conditions, or covenants referred to herein shall be filed in the
applicable court in Ventura County, California. The City and Artist understand and agree
that the laws of the State of California shall govern the rights, obligations, duties, and
liabilities of the parties to this Agreement and also govern the interpretation of this
Agreement.
24. COST RECOVERY
In the event any action, suit or proceeding is brought for the enforcement of, or the
declaration of any right or obligation pursuant to this Agreement or as a result of any
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alleged breach of any provision of this Agreement. the prevailing party shall be entitled to
recover its costs and expenses from the losing party, and any judgment or decree
rendered in such a proceeding shall include an award thereof.
25. ENTIRE AGREEMENT
This Agreement and the Exhibits attached hereto contain the entire understanding
between the parties relating to the obligations of the parties described in this Agreement.
All prior or contemporaneous agreements, understandings, representations, and
statements, oral or written, are merged into this Agreement and shall be of no further
force or effect. Each party is entering into this Agreement based solely upon the
representations set forth herein and upon each party's own independent investigation of
any and all facts such party deems material.
26. CAPTIONS OR HEADINGS
The captions and headings of the various Articles, Paragraphs, and Exhibits of this
Agreement are for convenience and identification only and shall not be deemed to limit
or define the content of the respective Articles, Paragraphs, and Exhibits hereof.
27. AMENDMENTS
Any amendment, modification, or variation from the terms of this Agreement shall
be in writing and shall be effective only upon approval by both parties to this Agreement.
28. PRECEDENCE
In the event of conflict, the requirements of the City's Request for Proposal, if any,
and this Agreement shall take precedence over those contained in the Artist's Proposal.
29. INTERPRETATION OF AGREEMENT
Should interpretation of this Agreement, or any portion thereof, be necessary, it is
deemed that this Agreement was prepared by the parties jointly and equally and shall not
be interpreted against either party on the ground that the party prepared the Agreement
or caused it to be prepared.
30. WAIVER
No waiver of any provision of this Agreement shall be deemed, or shall constitute,
a waiver of any other provision, whether or not similar, nor shall any such waiver constitute
a continuing or subsequent waiver of the same provision. No waiver shall be binding
unless executed in writing by the party making the waiver.
31 . AUTHORITY TO EXECUTE
The person or persons executing this Agreement on behalf of the Artist warrants
and represents that he/she has the authority to execute this Agreement on behalf of the
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Artist and has the authority to bind Artist to the performance of obligations hereunder.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed the day and year first above written.
CITY OF MOORPARK
By: By:
Troy Brown, City Manager
Attest:
Ky Spangler, City Clerk
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EXHIBIT A
INSURANCE REQUIREMENTS
Prior to the beginning of and throughout the duration of the Agreement, Artist will maintain
insurance in conformance with the requirements set forth below. Artist will use existing
coverage to comply with these requirements. If that existing coverage does not meet the
requirements set forth here, it will be amended to do so. Artist acknowledges that the insurance
coverage and policy limits set forth in this section constitute the minimum amount of coverage
required. Any insurance proceeds available to City in excess of the limits and coverage required
in this agreement and which is applicable to a given loss, will be available to City.
Artist shall provide the following types and amounts of insurance:
1 . Commercial General Liability Insurance using Insurance Services Office "Commercial
General Liability" policy form CG 00 01 or the equivalent. Defense costs must be paid
in addition to limits. There shall be no cross liability exclusion for claims or suits by one
insured against another. Limits shall be no less than $1,000,000 per occurrence for all
covered losses and no less than $2,000,000 general aggregate.
Artist's policy shall contain no endorsements limiting coverage beyond the basic policy
coverage grant for any of the following:
• Explosion, collapse or underground hazard (XCU)
• Products and completed operations
• Contractual liability
2. Artist shall provide Worker's Compensation insurance on a State of California approved
policy form providing statutory benefits as required by law with employer's liability limits
no less than $1,000,000 per accident or disease. A Worker's Compensation Insurance
Certificate shall be filed with the City before beginning work, unless Artist signs a written
certification that Artist is aware of the provisions of California Labor Code Section 3700
et seq., which requires every employer to be insured against liability for Worker's
Compensation, and that no one other than Artist, or a legal subcontractor, will perform
any services under this Agreement.
In the event the Worker's Compensation Insurance submitted by the Artist becomes
inoperative any time before the completion of the work, all work shall immediately cease
until a new policy is obtained and any time so lost shall not entitle the Artist to any
extension of time. Certificates shall unequivocally provide at least thirty (30) days written
notice by certified mail to the City prior to cancellation or modification.
In lieu of the above, the Artist may provide certification to the City on a form to be
provided by the City that there are no employees other than the Artist engaged in the
project.
3. Business Auto Coverage on ISO Business Auto Coverage form CA 00 01 06 92
including symbol 1 (Any Auto) or the exact equivalent. Limits shall be no less than
30
$1,000,000 per accident, combined single limit. If Artist owns no vehicles, this
requirement may be satisfied by a non-owned auto endorsement to the general liability
policy described above. If Artist's employees will use personal autos in any way on this
project, Artist shall provide evidence of personal auto liability coverage for each such
person.
4. Excess or Umbrella Liability Insurance (Over Primary) if used to meet limit requirements,
shall provide coverage at least as broad as specified for the underlying coverages. Any
such coverage provided under an umbrella liability policy shall include a drop down
provision providing primary coverage above a maximum $25,000 self-insured retention
for liability not covered by primary but covered by the umbrella. Coverage shall be
provided on a "pay on behalf' basis, with defense costs payable in addition to policy
limits. There shall be no cross liability exclusion precluding coverage for claims or suits
by one insured against another. Coverage shall be applicable to City for injury to
employees of Artist, subcontractors or others involved in the Work. The scope of
coverage provided is subject to approval of City following receipt of proof of insurance
as required herein. Limits are subject to review but in no event less than $1,000,000 per
occurrence and aggregate.
Insurance procured pursuant to these requirements shall be written by insurers that are
admitted carriers in the state of California and with an A.M. Best rating of A- or better
and a minimum financial size VII.
Artist and City agree as follows:
1. Artist agrees to endorse the third party general liability coverage required herein to
include as additional insured City, its officials, employees and agents, using standard
ISO endorsement No. CG 2010 (ongoing operations) and No. CG 2037 (completed
operations) with edition acceptable to the City. Artist also agrees to require all
contractors, subcontractors, and anyone else involved in any way with the project
contemplated by this Agreement to do likewise.
2. Any waiver of subrogation express or implied on the part of City to any party involved in
this Agreement or related documents applies only to the extent of insurance proceeds
actually paid. City, having required that it be named as an additional insured to all
insurance coverage required herein, expressly retains the right to subrogate against any
party for sums not paid by insurance. For its part, Artist agrees to waive subrogation
rights against City regardless of the applicability of any insurance proceeds, and to
require all contractors, subcontractors or others involved in any way with the project(s)
contemplated by this agreement, to do likewise.
3. All insurance coverage maintained or procured by Artist or required of others by Artist
pursuant to this Agreement shall be endorsed to delete the subrogation condition as to
City, or to specifically allow Artist or others providing insurance herein to waive
subrogation prior to a loss. This endorsement shall be obtained regardless of existing
policy wording that may appear to allow such waivers.
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4. It is agreed by Artist and City that insurance provided pursuant to these requirements is
not intended by any party to be limited to providing coverage for the vicarious liability of
City or to the supervisory role, if any, of City. All insurance coverage provided pursuant
to this or any other agreement (express or implied) in any way relating to City is intended
to apply to the full extent of the policies involved. Nothing referred to here or contained
in any agreement involving City in relation to the project(s) contemplated by this
Agreement is intended to be construed to limit the application of insurance coverage in
any way.
5. None of the coverages required herein will be in compliance with these requirements if
they include any limiting endorsement of any kind that has not been first submitted to
City and approved of in writing.
6. All coverage types and limits required are subject to approval, modification and
additional requirements by the City, as the need arises. Artist shall not make any
reductions in scope of coverage (e.g. elimination of contractual liability or reduction of
discovery period) which may affect City's protection without City's prior written consent.
7. Proof of compliance with these insurance requirements, consisting of binders of
coverage, or endorsements, or certificates of insurance, at the option of City, shall be
delivered to City at or prior to the execution of this Agreement. In the event such proof
of any insurance is not delivered as required, or in the event such insurance is canceled
at any time and no replacement coverage is provided, City has the right, but not the
duty, to obtain any insurance it deems necessary to protect its interests under this or
any other agreement and to pay the premium. Any premium so paid by City shall be
charged to and promptly paid by Artist or deducted from sums due Artist, at City option.
8. Artist agrees to endorse, and to require others to endorse, the insurance provided
pursuant to these requirements, to require thirty (30) days' notice to City and the
appropriate tender prior to cancellation of such liability coverage and notice of any
material alteration or non-renewal of any such coverage, and to require contractors,
subcontractors, and any other party in any way involved with the project contemplated
by this agreement to do likewise.
9. It is acknowledged by the parties of this Agreement that all insurance coverage required
to be provided by Artist or any subcontractor, is intended to apply first and on a primary
non-contributing basis in relation to any other insurance or self-insurance available to
City.
10. Artist agrees to ensure that subcontractors, and any other party involved with the project
that is brought onto or involved in the project by Artist, provide the same minimum
insurance coverage required of Artist. Artist agrees to monitor and review all such
coverage and assumes all responsibility for ensuring that such coverage is provided in
conformity with the requirements of this section. Artist agrees that upon request, all
agreements with subcontractors and others engaged in the project will be submitted to
City for review.
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11. Artist agrees that all layers of third party liability coverage required herein, primary,
umbrella and excess, will have the same starting and expiration date. Artist agrees
further that all other third party coverages required herein will likewise have concurrent
starting and ending dates.
12. Artist agrees not to self-insure or to use any self-insured retentions or deductibles on
any portion of the insurance required herein and further agrees that it will not allow any
contractor, subcontractor, architect, engineer or other entity or person in any way
involved in the performance of work on the project contemplated by this agreement to
self-insure its obligations to City. If Artist's existing coverage includes a deductible or
self-insured retention, the deductible or self-insured retention must be declared to the
City. At that time the City shall review options with the Artist,which may include reduction
or elimination of the deductible or self-insured retention, substitution of other coverage,
or other solutions.
13. The City reserves the right at any time during the term of the contract to change the
amounts and types of insurance required by giving the Artist ninety (90) days advance
written notice of such change. If such change results in substantial additional cost to the
Artist, the City will negotiate additional compensation proportional to the increased
benefit to City.
14. For purposes of applying insurance coverage only, all contracts pertaining to the project
will be deemed to be executed when finalized and any activity commences in
furtherance of performance under this agreement.
15. Artist acknowledges and agrees that any actual or alleged failure on the part of City to
inform Artist of non-compliance with any insurance requirement in no way imposes any
additional obligations on City nor does it waive any rights hereunder in this or any other
regard.
16. Artist will renew the required coverage annually as long as City, or its employees or
agents face an exposure from operations of any type pursuant to this agreement. This
obligation applies whether or not the agreement is canceled or terminated for any
reason. The insurance shall include but not be limited to products and completed
operations and discontinued operations, where applicable. Termination of this obligation
is effective upon issuance of a Notice of Completion by the City.
17. Artist agrees to waive its statutory immunity under any workers' compensation statute
or similar statute, in relation to the City, and to require all subcontractors and any other
person or entity involved in the project contemplated by this Agreement to do likewise.
18. Requirements of specific coverage features are not intended as limitations on other
requirements or as a waiver of any coverage normally provided by any given policy.
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.
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