HomeMy WebLinkAbout07. Approve PSA w-Angels Walk LA for Public Art Kiosk on Downey AveAPPROVED E;y
CITY MANAGER
TO: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL
FROM: OFFICE OF THE CITY MANAGER
BY: ALDO E. SCHINDLER, DIRECTOR OF COMMUNITY DEVELOPMENT
DATE: NOVEMBER 20, 2019
PROFESSIONAL
PUBLIC4?,T
That the City Council approve a Professional Services Agreement to design and fabricate a
public art kiosk on Downey Avenue, with Angels Walk LA; and authorize the City Manager to
execute any and all amendments to the agreement.
The Downey City Council adopted the original Art in Public Places Program on November 22,
2005. The goal of Downey's Art in Public Places Program is to provide original artworks that
are easily accessible to the general public throughout the City. The Program is designed to
offer a wide range of artistic styles, themes, and media, all of outstanding quality; the unique
variety of artistic styles is chosen to provoke discussion and encourage comment. The Art in
Public Places Program is dependent on public-private cooperation between the City, artists, and
the developer and also provides the Downey City Council with the flexibility to initiate public art
projects on City -owned property, and to provide for facilities where public art is displayed.
Staff has been working with Council Members of the Downtown Subcommittee regarding
various art installations in the Downtown. Recently staff and the Council Members agreed upon
a historic marker art piece that is to be located on Downey Avenue, as depicted on Attachments
"A" and "B". This art piece will tell the history of the downtown Downey area, through
informative text and photographic content that is attached directly onto the marker. The detailed
content of the marker was provided by the Downey Historical Society's late Mr. Larry Latimer.
Mr. Latimer's written contribution covering the history of the downtown's streets, and events that
took place in the vicinity, will be accompanied by historic photographs, also provided by the
Historic Society, depicting the rich history of the downtown.
After researching Angels Walk LA, and their work to preserve the City of Los Angeles' history,
staff reached out to the non-profit in order to bring a historic marker art piece, like those
throughout Los Angeles neighborhoods, to the Downey community. Since 1996, Angels Walk
LA has been dedicated to enhancing pedestrian environments throughout Los Angeles by
PROFESSIONAL SERVICES AGREEMENT WITH
ANGELS WALK LA
OCTOBER 20, 2019
PAGE 2
developing, one -of -a -kind, self -guided historical walking trails that include marker kiosks at
designated points. These walks exist to bring light to the rich and diverse history of the City of
Los Angeles by encouraging exploration and discovery of the significant people, architecture,
events, and cultural movements that have shaped so many great neighborhoods. Downey's
proposed downtown historic marker will be the first marker, outside of those found within the
City of Los Angeles boundaries, that Angels Walk LA will be creating.
The total project cost, which includes design and fabrication, for one kiosk art piece to be
located on Downey Avenue, is $29,600. Once delivered, the Public Works Department will be
responsible for installation. The artist services and project timelines are listed within the
Professional Services Agreement as Exhibit °C".
Quality of Life, infrastructure & Parks
Public Engagement
The funds for this public art project are currently budgeted in the City's Arts in Public Places
budget. The account used for these activities is 40-1-6795-0520.
ATTACHMENTS
A Historic Marker Art Piece Location Map
B — Historic Marker Art Piece Sample
C - Professional Services Agreement with Angels Walk LA
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SELr..ruioiEo 1415TORIC TRAILS
AGREEMENT BETWEEN THE CITY OF DOWNEY
AND ANGELS WALK LA
TO DEVELOP, DESIGN AND FABRICATE
AN ON -STREET • ' i
This Agreement is made and entered into this 21 st day of November 2019, by and between
the CITY OF DOWNEY ("City"), a municipal corporation and charter city located at 11111 Brookshire
Avenue, Downey, California, 90241, and Angels Walk LA ("Artist"), a California nonprofit corporation
located at 11611 Washington Place, Los Angeles, CA 90066.
A. City desires to commission one (1) on -street historical stanchionproject (the "Artwork")
which is to be located in the public right-of-way in front of 11026 Downey Avenue, in Downey,
California as described in EXHIBIT A (the "ARTWORK SITE LOCATION") .
B. The Community Development Department of the City will manage the development of the
Artwork in consultation with the Artist.
C. The source of funds for the Artwork derives from funds made available through Art in Public
Places Program.
D. Artist, a California nonprofit corporation and tax exempt under IRC section 501(c)(3), was
selected by the City Council following a review and recommendation from the City Council Downtown
Downey Subcommittee.
In view of the above recitals, the parties agree:
AFrITION i. SCOPE OF SERVICES.
1.0 Artist shall perform those services specified in detail and in the location specified in the
attached EXHIBIT B, entitled "ARTIST'S SERVICES," and referred to in this Agreement as "Artist's
Services."
SECTION 2. SCHEDULE OF PERFORMANCE.
2.0. GENERAL. Artist is to complete Artist's Services according to the schedule set out in the
attached EXHIBIT C, entitled "PRODUCTION SCHEDULE."
2.1. TIIIE; IS OF THE ESSENCE. It is understood that time is of the essence in the
performance of Artist's Services under this Agreement.
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Attachment "C
2.2 FORCE MAJEURE.
A. For purposes of this Agreement, the term "Force Majeure" shall mean earthquake, fire, or
other casualty, flood, landslide, epidemic, unforeseeable adverse weather, "acts of God," war, civil
disturbance, court ordered injunction, intervention by civil or military authorities or government, strikes,
lockouts, boycotts, or other labor disputes, to the extent any of the foregoing are beyond the
reasonable control of either City or Artist and which cause such party to be delayed or hindered in or
prevented from the performance of any covenant or obligation under this Agreement other than the
payment of money.
B. If either Artist or City is delayed or prevented from the performance of any act required by
this Agreement by reason of acts of Force Majeure, performance of such act shall be excused for the
period of the delay, and the period for the performance of any such act shall be extended for a period
equivalent to the period of such delay.
3.0. COMPENSATION.
A. The maximum compensation to be paid to Artist ("Total Price") is set forth in the attached
EXHIBIT D, entitled "COMPENSATION." The rate, schedule and method of payment also are set out
in EXHIBIT D. Such payment shall constitute full and complete compensation for work performed and
services rendered, including, but not limited to, professional services and reimbursable expenses, for
all supervision, labor, supplies, materials, equipment or use thereof, taxes, and for all other necessary
incidentals.
B. In the performance of work to be fabricated and/or installed on the Site, without limitation of
any other provision of this Agreement, Artist shall be responsible to pay or cause to be paid, prevailing
wages for all work under this Agreement, to the extent prevailing wage is applicable to the work to be
fabricated and/or installed on the Site. Artist shall defend, indemnify and hold the City, its elected
officials, officers, employees and agents free and harmless from any claims, liabilities, costs, penalties
or interest arising out of any failure or alleged failure to comply with the prevailing wage laws. If
applicable, Artist shall be registered with the Department of Industrial Relations under the Public
Works Contractor Registration Program for Labor Compliance.
3.1. COST OVERRUN. In the event Artist incurs costs in excess of the maximum
compensation set forth in EXHIBIT D, Artist shall pay such excess from Artist's own funds. City shall
not be required to pay any part of such excess and Artist shall not have any claim against City on
account of any cost overruns.
3.2. COST SAVINGS, If, after City issues the Notice to Proceed to Artist to proceed with
development, design and fabrication of the Artwork as set forth in EXHIBIT B, City approves any
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modification of the Artwork Proposal or the Design Documents (as defined in EXHIBIT S),which
results in cost savings such as, but not limited to, the deletion of an element of the Artwork, the
substitution of lesser quality, quantity and/or cost materials with no offsetting upgrade of other
materials,_ or the reduction in the Artwork's size, the cost savings attributable to the modification will
not be paid to the Artist.
3.3. CITY'S RIGHT TO WITHHOLD PAYMENT. In the event that City determines that work for
which it has been invoiced does not meet the terms of this Agreement, City may withhold payment to
Artist. In the event City withholds any payment, City shall provide detailed written notice to Artist within
fifteen (15) days of receipt of Artist's invoice, specifying the failure of performance for which City
intends to withhold payment. Within fifteen (15) days of Artist's receipt of City's notice, Artist shall cure
City's objection or if City's objections are not capable of cure within fifteen (15) days, Artist shall
commence to cure City's objections and then promptly proceed to complete the cure. If Artist disputes
City's determination that the Agreement's specifications have not been met, within fifteen (15) days of
Artist's receipt of City's notice, Artist shall notify City in writing. In such event, City shall make
reasonable efforts to resolve the dispute however, the final determination as to whether Artist has
complied with the terms of this Agreement will remain with City. Any payments not in dispute shall be
promptly paid to Artist.
3.4. NO WAIVER OF RIGHTS. No payment to Artist for any work performed or services
rendered shall constitute a waiver or release by City of any claims, rights or remedies City may have
against Artist under this Agreement or by law, nor shall such payment constitute a waiver, remission,
or discharge by City of any failure or fault of Artist to satisfactorily perform the work as required under
this Agreement.
4.0. ADDITIONAL SERVICE AUTHORIZATION. No services for which additional
compensation will be charged shall be provided without prior written amendment to this Agreement
signed by Artist and an authorized officer of City.
SECTION 5. RESPONSIBILITIES OF THE ARTIST.
5.0. COMPLIANCE WITH BUDGET CONSTRAINTS. Artist shall be responsible for providing
services described in EXHIBIT B including, but not limited to, the quality and timely completion of the
services without exceeding the total budget for the Artwork as set forth in EXHIBIT D. Artist shall,
without additional compensation, correct or revise any errors, omissions, or other deficiencies in
Artist's work.
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Artist shall be responsible for developing the Artwork Design so that the Artwork can be constructed
and installed without exceeding the total development, design and fabrication budget not to exceed
TWENTY-NINE THOUSAND SIX HUNDRED DOLLARS 00/100 ($29,600.00).
5.1. PERSONNEL. Artist has, or will secure at Artist's expense, all personnel required to
perform Artist's Services. All persons retained by Artist shall possess the requisite licenses and
permits necessary to perform the work.
5.2 COORDINATION. Artist acknowledges that it is an essential element of the Artist's
Services to coordinate with City, as well as the Community Development Department and other
persons designated by the City, who may be involved with the development of the Artwork
development, design and fabrication and City agrees that such persons will be made reasonably
available to Artist for coordination and communication. Artist agrees to accept responsibility for the
coordination with persons designated by City to be necessary to complete Artist's Services. Artist also
agrees to meet and communicate with other persons involved with the Artwork as required by City to
ensure proper coordination of the Artwork Design.
5.3. TAX_ IDENTIFICATION NUMBER. No later than the date of Artist's execution of this
Agreement, Artist shall provide City with Artist's Tax Identification Number and any proof of Artist's
Tax Identification Number as requested by City.
6.0. SITE INFORMATION. City shall be responsible for providing Artist, at no cost to Artist,
copies of existing designs, drawings, reports, and other relevant existing data needed by Artist in
order to perform Artist's Services.
6.1. SUPERVISION. City is under no obligation to supervise the Artist's performance of
services which are described under this Agreement.
SECTION 7. INDEPENDENT CONTRACTOR.
7.0. ARTIST AS INDEPENDENT CONTRACTOR. It is understood and agreed that Artist's
relationship with City is strictly and solely that of an independent contractor, and not as an agent or an
employee of City; and as an independent contractor, Artist shall obtain no rights to retirement benefits
or other benefits which accrue to City's employees and Artist hereby expressly waives any claim
Artist may have to any such rights. Artist further agrees to acknowledge and accept sole responsibility
for determining the method and means by which Artist will fulfill Artist's obligations under this
Agreement. Nothing contained in this Agreement shall be construed to place City and Artist in the
relationship of partners. Artist acknowledges and agrees that Artist shall not hold him, her or itself out
as an authorized agent of City with power to bind in any manner.
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SECTION 8. ASSIGNABILITY.
8.0. ASSIGNABILITY OF CONTRACT. The parties agree that the expertise and experience of
Artist are material considerations for this Agreement. Except as may be specifically authorized under
this Agreement, Artist shall not assign or transfer any interest in this Agreement nor the performance
of any of Artist's obligations hereunder, and any attempt by Artist to so assign this Agreement or any
rights, duties or obligations arising hereunder shall be void and of no effect unless prior written
consent is given by City. However, nothing in this section shall be deemed to prevent Artist, at Artist's
sole expense, from relying on or utilizing the services of such other Artist or contractor as Artist may
be required to complete the Artist's Services.
8.1. CITY'S RIGHT TO ASSIGN CONTRACT. City shall have the right to assign or transfer
any and all of City's rights and obligations under this Agreement. This Agreement shall be binding
upon and shall inure to the benefit of the successors and assigns of City.
SECTION 9. INDEMNIFICATION BY ARTIST.
9.0. INDEMNIFICATION. Artist agrees to protect, defend, indemnify and hold harmless City
and its officers, agents and employees, from and against all claims, costs and damages (collectively,
"Liabilities") arising out of negligent or willful acts or omissions in the performance of this Agreement
by Artist, or the Artist's agents or Artist's subcontractors. Artist's obligations to indemnify and hold City
harmless under this subsection exclude only those Liabilities, which are due to sole negligence or
willful misconduct of City its officers, agents and employees.
9.1. INFRINGEMENT. Artist also agrees to protect, defend, indemnify and hold City, its
officers, agents and employees harmless from any action, claim, suit or liability based on a -claim that
work performed under this Agreement by Artist, or Artist's agents or Artist's subcontractors constitutes
an infringement of any patent, copyright, trademark, trade name or other proprietary right of any party.
This section shall survive expiration or sooner termination under this Agreement.
SECTION 10. INSURANCE REQUIREMENTS.
10.0. INSURANCE.. Artist, at Artist's sole cost and expense for the full term of this Agreement
or any renewal thereof, agrees to maintain the policies set forth in the attached EXHIBIT E, entitled
"INSURANCE REQUIREMENTS." All policies, endorsements, certificates and/or binders shall be
subject to the approval by the Risk Manager of the City as to form and content. These requirements
are subject to amendments or waiver if so approved in writing by the Risk Manager. Artist agrees to
provide City copies of said policies, certificates and/or endorsements before work commences under
this Agreement.
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12.0. TERMINATION WITHOUT CAUSE. City may terminate this Agreement without cause
upon thirty (30) days written notice to Artist. Termination shall be effective thirty (30) days after Artist's
receipt of City's termination notice.
12.1. TERMINATION WITH CAUSE. If Artist fails to perform any of Artist's material obligations
under this Agreement, City may terminate this Agreement upon fifteen (15) days written notice to
Artist ("Termination Notice"). The Termination Notice must specify Artist's breach and provide Artist
with an opportunity to cure the specified breach within the fifteen (15) day notice period. In the event
that Artist fails to cure the specified breach within the fifteen (15) day notice period, the termination of
this Agreement will be effective. In instances where the specified breach is incapable of being cured
within fifteen (15) days, Artist shall commence to curethe specified breach within the fifteen (15) day
notice period and diligently execute the work necessary to complete the cure.
12.2 'COMPENSATION. In the event that City terminates this Agreement, City shall pay Artist
for services performed and contractual commitments made by Artist, and previously approved by City,
with vendors and subcontractors pursuant to this Agreement that cannot be canceled, in a manner
consistent with this Agreement and in a manner reasonably satisfactory to City to date of termination,
consistent with the schedule of payment set forth in EXHIBIT D.
12.3 REMEDIES. City's remedies under this Agreement are cumulative and are in addition to
City's rights available at law or in equity.
12.4 WAIVER. The parties agree that waiver of any breach or violation of any term or condition
of this Agreement shall not be deemed to be a waiver of any other term or condition contained herein
or a waiver of any subsequent_ breach or violation of the same or any other term or condition.
13.0. COMPLIANCE. Artist shall comply with all applicable laws, ordinances, codes and
regulations of the federal, state and local governments.
14.0. NONDISCRIMINATION. Artist shall not discriminate, in'any way, against any person on
the basis of race, sex, color, age, religion, sexual orientation, actual or perceived gender identity,
disability, ethnicity, or national origin, in connection with or related to the performance of this
Agreement.
N.
SECTION 15. ARTIST'S WARRANTY.
15.0. Artist represents and warrants that:
A. Prior to transfer of title of the Artwork to the City, Artist is the sole and absolute owner of the
Artwork and the Artwork Design, and the copyrights pertaining to the Artwork, and all the rights
associated or relating to it.
B. Artist has not previously sold, assigned, licensed, granted, encumbered, or utilized the
Artwork Design or any element thereof, in any manner which may affect or impair the rights granted
pursuant to this Agreement including without limited to, inhibiting the City's ability to show the work,
reproduce the Artwork as defined in Section 16, or maintain/conserve the work into the future.
C. All Artwork created or performed by Artist under this Agreement, whether created by Artist
alone or in collaboration with others, shall be wholly original with Artist and shall not infringe upon or
violate the rights of any third party.
D. Artist has acquired all rights to any third party software or other component of the Artwork
necessary for the operation of Artwork.
E. Artist has the full power to enter into and perform this Agreement and to make the grant of
rights contained in this Agreement.
F. All services performed hereunder shall be performed in accordance with EXHIBIT with all
necessary care, skill, and diligence.
G. Artist warrants that the Artwork is the result of the artistic efforts of Artist and that it will be
delivered full and clear of any liens, claims and encumbrances of any type.
H. These representations and warranties shall survive the termination or other extinction of
this Agreement.
15.1 _Artist warrants that the design of the Artwork is an edition of one, and that neither Artist
nor Artist's agent will execute or authorize another to execute another work of the same or
substantially similar image, design, dimensions materials as the Artwork. Nothing however, shall
prevent Artist from making future works in his or her style and manner of expression. This warranty
shall continue in effect for the duration of the Artwork's copyright protected status and shall be binding
on Artist and Artist's heirs and assigns.
In the case where Artist is comprised of two or more individual persons ora group of people,
the measuring life shall be the life of the last survivingindividual person comprising Artist team.
Recognizing that City has no adequate remedy at law for Artist's violation of this warranty, Artist
agrees that, in the event Artist breaches this warranty, City shall be entitled to enjoin Artist's breach.
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PLIBILICITY RIGHTS,
16.0 COPYRIGHT.
A. Except as provided in this Agreement, Artist shall retain all copyrights in the Artwork. Artist's
copyright shall not extend to predominantly functional aspects of the building or Site that may be
incorporated into Artwork or which are in the area of the Artwork, such as the flooring, walls and other
fixtures and features of the Site, furnishings, or other similar objects located at the Site. If Artist is
comprised of two or more individual persons, the individual persons shall be deemed joint authors of
the Artwork.
B. Artist may, at Artist's option, place a copyright notice on the Artwork in the form and manner
required to protect copyrights in the Artwork under United States copyright law. If the copyright is
registered with the U.S. Copyright Office, Artist shall provide City with a copy of the application for
registration, the registration number and the effective date of registration.
16.1 DISPLAY/DISPOSAL.
Artist grants City the following exclusive rights:
A. City shall have the right to display the Artwork and to loan the Artwork to others for the
purpose of public display.
B. City shall have the right to move, remove, relocate or dispose of the Artwork as specified
below in Section 20.
16.2 DISCLOSURE AND ASSIGNMENT OF INNOVATIONS.
A. Innovationsd City Innovations. "Innovations" includes processes, machines,
compositions of matter, improvements, inventions (whether or not protectable under patent laws),
works of authorship, information fixed in any tangible medium of expression (whether or not
protectable under copyright laws), moral rights, mask works, trademarks, trade names, trade dress;
trade secrets, know-how, ideas (whether or not protectable under trade secret laws), and all other
subject matter protectable under patent, copyright, moral right, mask work, trademark, trade secret or
other laws, and includes without limitation all new or useful art, combinations, discoveries, formulae,
manufacturing techniques, technical developments, discoveries, artwork, software, and designs. "City
Innovations" are Innovations that Artist, solely or jointly with others, conceives, reduces to practice,
creates, derives, develops or makes within the scope of Artist's work for City under this Agreement.
B. Disclosure and Ownership of City Innovations. Artist agrees to make and maintain
adequate and current records of all City Innovations, which records shall be and remain the property
of Artist. Artist agrees to promptly disclose to City every City Innovation. Artist hereby does and will
assign to City or City's designee Artist's entire worldwide right, title and interest in and to all City
Innovations and all associated records and intellectual property rights.
C. Assistance. Artist agrees to execute upon City's request a signed transfer of City
Innovations to City in the form set forth in EXHIBIT F at the time this Agreement is executed by Artist
for each of the City Innovations, including, but not limited to, computer programs, notes, sketches,
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drawings and reports. Artist agrees to assist City in any reasonable manner to obtain, perfect and
enforce, for City's benefit, City's rights, title and interest in any and all countries, in and to all patents,
copyrights, moral rights, mask works, trade secrets, and other property rights in each of the City
Innovations. _Artist agrees to execute, when requested, for each of the City Innovations (including
derivative works, improvements, renewals, extensions, continuations, divisionals, continuations in
part, or continuing patent applications thereof), (i) patent, copyright, mask work or similar applications
related to such City Innovation, (ii) documentation (including without limitation assignments) to permit
City to obtain, perfect and enforce City's right, title and interest in and to such City Innovation, and
(iii) any other lawful documents deemed necessary by City to carry out the purpose of this
Agreement. If called upon to render assistance under this paragraph, City will be entitled to a fair and
reasonable fee in addition to reimbursement of authorized expenses incurred at the prior written
request of City. In the event that City is unable for any reason to secure Artist's signature to any
document Artist is required to execute under this Paragraph ("Assistance"), Artist hereby irrevocably
designates and appoints City and City's duly authorized officers and agents as Artist's agents and
attorneys -in -fact to act for and in Artist's behalf and instead of Artist, to execute such document with
the same legal force and effect as if executed by Artist.
D. Public Records Requests. Any documents provided by Artist to City are public records and
City may authorize third parties to review and reproduce such documents pursuant to public records
laws and policies, including the California Public Records Act.
16.3 THIRD PARTY INFRINGEMENT. City is not responsible for any third party infringement
of Artist's copyright and not responsible for protecting the intellectual property rights of Artist or its
contractors/subcontractors.
SECTION 17. VARIABLE MEDIA ARTWORK GUIDELINES AND ADDITIONAL
WARRANTIES
17.0 APPLICABILITY. The provisions of this Section 17 apply if the Artwork involves or
incorporates electronic, digital, video, mechanical, living, variable, moving or other dynamic
components ("Variable Media Component") and shall be in addition to and without limitation of, any
warranties, rights otherwise provided to City by Artist herein.
17.1 VARIABLE MEDIA GUIDELINES. Artist shall also provide the City with written
recommendations for translating the Artwork into new media or replacing elements of the Artwork in
the event that the original medium, components and/or the Artists' installation plan become obsolete
during the life of the Artwork ("Variable Media Guidelines"). Although the City is not required to comply
with such Variable Media Guidelines, the City may take such Guidelines into account when
maintaining the Artwork or trying to preserve the integrity of the Artwork.
17.2 WARRANTY AGAINST INFRINGEMENT. Artist warrants that the Artwork, including
without limitation, any software included to operate or display the Artwork, does not violate or infringe
upon any patent, copyright, trade secret, or other proprietary rights of any other person or entity. Artist
agrees to hold the City harmless from any liability and to defend and indemnify the City,- at Artist's sole
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expense, in the event that a claim is'filed 'or a suit is brought against City or any its officers,
employees, or authorized agents, for the use or display of the Artwork due to a patent or copyright
infringement. Artist further agrees that if the Artwork or any component thereof is found to be,
infringing while on display. Artist shall promptly:
A. Modify the Artwork, at Artist's expense, so that it becomes non -infringing, or
B. Replace the infringing element of the Artwork including without limitation software, with
equal non -infringing items, at Artist's expense, or
C. Procure, at Artist's expense, the necessary licenses for the City to continue using and
displaying the Artwork.
17. 3 WARRANTY OF ACCEPTABLE STANDARD OF DISPLAY AND OPERATION FOR
VARIABLE MEDIA COMPONENTS.
Artist represents and warrants that during the warranty period set forth in Section 21, the Artwork will
conform with the design specifications approved by City and, where Artwork involves Variable Media
Components, the Artwork will also operate, function or perform in accordance with Artist's
representations to the City without any costs beyond the final Budget for the Artwork or any additional
staff assistance beyond what has specifically been agreed to by City in the approved specifications,
and including reasonable costs for electrical power for the Artwork.
17.4 THIRD PARTY WARRANTIES AND LICENSES. Artist shall procure, on City's behalf, all
licenses and maintenance agreements from third party software developers or providers used in the
Artwork and referred to as "Third Party Software" and required to operate or display the Artwork, in a
form transferable to City and acceptable to City. Artist shall transfer the license and maintenance
agreements for the Third Party Software to City upon City's acceptance of the Artwork.
Artist shall obtain from all suppliers of the equipment and the Third Party Software used to design,
fabricate and install the Artwork, all standard guarantees and warranties normally provided on all
machinery, equipment, services, materials, supplies and other items used in connection with the
Artwork, including all such machinery, equipment, materials and other items which are incorporated
into the Artwork. Artist shall obtain from each such supplier guarantees and warranties which are
assignable to City and shall, upon request of City, obtain an option for City to purchase a guarantee or
warranty from such suppliers covering a longer period than a one-year warranty period if commercially
available at City's expense. Artist shall enforce all guarantees and warranties until such time as such
guarantees or warranties expire or are, if applicable, transferred to City as contemplated by this
Section. Such guarantees and warranties shall, to the extent they have been made assignable, be
transferred to City upon acceptance of the Artwork. Artist shall deliver to City copies of all such
guarantees and warranties and relevant extracts from all related technical specifications. Nothing in
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this Section shall reduce the obligation of Artist to provide the City with the guarantees and warranties
described in this Agreement, and to comply with the provisions of this Agreement.
SECTION 18. ARTIST'S BOOKS AND, RECORDS.
18.0., MAINTENANCE OF RECORDS. Artist shall maintain any and all ledgers, books of
account, invoices, vouchers, canceled checks, and other records or documents evidencing or relating
to charges for services, or expenditures and disbursements charged to City fora minimum period of
three (3) years, or for any longer period required by law, from the date of final payment to Artist
pursuant to this Agreement. Artist shall maintain all documents and records which demonstrate
performance under this Agreement for a minimum period of three (3) years, or for any longer period
required by law, from the date of termination or completion of this Agreement.
18.1. AUDIT. Any records or documents required to be maintained pursuant to this Agreement
shall be made available for inspection or audit, at any time during regular business hours, upon
written request by the City Finance Director, City Manager, or a designated representative of any of
these officers. Copies of such documents shall be provided to City for inspection at City Hall when it is
practical to do so. Otherwise, unless an alternative is mutually agreed upon, the records shall be
available at Artist's address indicated for receipt of notices in this Agreement.
18.2. CUSTODY OF RECORDS. Where City has reason to believe that such records or
documents may be lost or discarded due to dissolution, disbandment or termination of Artist's
business, City may, by written request by any of the above-named officers, require that custody of the
records be given to City and that the records and documents be maintained in City Hall. Access to
such records and documents shall be granted to any party authorized by Artist's, Artist's
representatives, or Artist's successors -in -interest.
SECTION 19. ARTIST'S WAIVERS.
A. Without limitation of any other provision hereof, Artist expressly agrees to waive any and all
rights Artist may have pursuant to title 17 U.S.C. Section 106A, (commonly known as the "Visual
Artists Rights Act of 1990") as Artist's rights under Act apply, if at all, to the following uses of Artwork'.
(i). City shall have the right to reproduce Artwork as provided in this Agreement.
(ii). City shall have the right to move, relocate or remove Artwork from the intended
location and to store or dispose of Artwork as City deems appropriate.
(iii). City shall have the right to loan the Artwork as City deems appropriate as further
provided in Section 16.1 above, and in Section 20.2 below.
B. Artist further agrees that to the extent California Civil Code Section 987 has force or effect
with respect to Artist's rights to the Artwork, Artist expressly waives such rights.
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SECTION 20. REPUTATION AND CREDIT.
20.0. COMMITMENT BY CITY. City agrees that unless Artist requests to the contrary in
writing, all references to the Artwork and all reproductions of the Artwork will credit the Artwork to
Artist.
20.1. ARTIST'S COMMITMENT, Artist agrees that all formal references to the Artwork made
or authorized to be made by Artist shall include the following credit: "Collection of the City of Downey
Public Art Program," or other language agreed to by all parties.
20.2. FUTURE MODIFICATION OR RELOCATION.
A. City has the right to remove the Artwork from the Site at any time. In addition, in the event
that any element of the Artwork constitutes a public safety hazard, City has the right to remove the
element posing the public safety hazard.
B. Except to the extent permitted by subsection A above, City agrees not to intentionally
modify the Artwork without first obtaining Artist's written consent.
C. City shall have the right to donate or sell the Artwork at any time. Before exercising this
right, City, by written notice to Artist at Artist's last known address, agrees to give Artist the
opportunity to purchase the Artwork for the greater of the Total Price or the amount of any offer which
City has received for the purchase of the Artwork, plus all costs associated with the removal of the
Artwork from the Site, clean-up of the Site and delivery to Artist. Artist shall have thirty (30) days from
the date of City's notice to exercise the option to purchase the Artwork.
D. If City moves the Artwork from its originally installed location without Artist's oversight, Artist
shall not be held responsible for the structural integrity or safety of the Artwork to the extent that City's
action impaired the structural integrity or safety of the Artwork, nor shall Artist be held responsible for
code compliance of the Artwork to the extent that City's action rendered the Artwork non-compliant
with applicable codes.
E. Artist's rights under this Agreement cease with Artist's death and do not extend to Artist's
heirs, successors or assigns.
SECTION 21. DEFECTS IN MATERIAL, WORKMANSHIP AND INHERENT VICE.
21.0. Artist warrants that the Artwork and workmanship will be free of defects in workmanship,
(excluding vandalism) and/or any quality within the material or materials incorporated into the Artwork
which, either alone or in combination, results in the deterioration of the Artwork. Artist will, at the
Artist's own expense, remedy any defects due to faulty workmanship any quality within the material or
materials incorporated into the Artwork which, either alone or in combination, results in the
deterioration of the Artwork which appear within a period of three years from the date the Artwork is
12
formally accepted. if the Artwork should deteriorate due to defects in workmanship, (excluding
vandalism) and/or any quality within the material or materials incorporated into the Artwork which,
either alone or in combination, results in the deterioration of the Artwork within three years from the
date the Artwork is formally accepted, Artist will repair or replace the Artwork without charge for
Artist's services in supervising the work of others or for repairing the work that they originally
performed on the Artwork and Artist will pay for the cost of labor rendered by persons other than the
Artist,_ materials and supplies.
21.1. NO THREAT. Artist further 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. Artist agrees to
cooperate with City in making or permitting adjustments to the Artwork if necessary to eliminate
hazards which become apparent after the Artwork is accepted by City.
21.2. SURVIVAL These representations and warranties shall survive the termination or other
extinction of this Agreement.
22.0. REPAIRS AND RESTORATION. City shall have the right to determine, after consultation
with a professional conservator, when and if repairs and restorations to the Artwork will be made. It is
the policy of City to consult with Artist regarding repairs and restoration which are undertaken during
Artist's lifetime when that is practicable. In the event that City makes repairs or restoration not
approved by Artist, Artist shall have the right, at Artist's sole option, to have Artist's association with
Artwork severed.
22.1. STANDARDS OF REPAIR AND RESTORATION. All repairs and restorations, whether
performed by Artist, City, or by third parties responsible to Artist or City, shall be made in accordance
with professionally recognized principles of conservation of artworks and in accordance with the
maintenance instructions provided to City by Artist pursuant to EXHIBIT B.
• • •
23.0. Artist shall avoid all conflict of interest or appearance of conflict of interest in
performance of this Agreement.
24.0. Artist agrees not to offer any City officer, official, employee any gift prohibited by the
City's conflict of interest code and State law. The offer or giving of any gift shall constitute a material
breach of this Agreement by Artist. In addition to any other remedies City may have in law or equity,
City may terminate this Agreement for such breach as provided in Section 12 of this Agreement.
13
25.0. Artist agrees that waiver by City of any breach or violation of any term or condition of this
Agreement shall not be deemed to be a,waiverof any other term or condition contained herein or a
waiver of any subsequent breach or violation of the same or any other term or condition. The
acceptance by City of the performance of any work or services by Artist shall not be deemed to be a
waiver of any term or condition of this Agreement.
SECTION 26. SPECIAL PROVISIONS.
26.0. Special provisions, if any, to this Agreement are specified in the attached EXHIBIT F,
entitled, "SPECIAL PROVISIONS."
• 0 kq 10
27.0. Submittals, requests, notices and reports (collectively"Notices") required under this
Agreement shall be delivered personally or through the mail, postage prepaid, to the addresses stated
below, or to any other address as may be noticed by a party. Notices may also be sent by facsimile to
the facsimile numbers set forth below.
am
Angels Walk LA
11611 Washington Place
Los Angeles, CA 90066
Phone: (213) 744-0016
Attn.: Tracey Lane, Co -Director
City of Downey
11111 Brookshire Avenue
Downey, California 90241
Phone: (562) 904-7286
Fax: (562) 923-6388
Attn: City Manager
City of Downey
City Attorney's Office
11111 Brookshire Avenue
Downey, California 90241
Notices will be deemed effective on the date personally delivered, emailed or sent by courier service.
Notices which are mailed will be deemed effective three (3) days after deposit in the mail.
27.1 Artist agrees for the duration of Artist's life to provide City with Artist's current mailing
address and facsimile number in the event Artist's address or facsimile number, as specified above,
14
should change. If Artist fails to provide City with timely updates on changes to Artist's contact
information, Artist shall be considered to have waived Artist's right to notice under this Agreement.
28.0. VENUE. In the event that suit shall be brought by either party to this contract, the parties
agree that venue shall be exclusively vested in the state court of the County of Santa Clara or if
federal jurisdiction is appropriate, exclusively in a United States District Court for the Northern District
of California, San Jose, California.
28.1._ GOVERNING_ LAW. The laws of the State of California shall govern this Agreement.
Except to the extentthatfederal law is applicable, this Agreement must be construed - and its
performance enforced -under California law.
29.0 The captions of the sections or paragraphs of this Agreement are for convenience only:
They shall not be used in construction of this Agreement.
SECTION 30. PRIOR AGREEMENTS AND AMENDMENTS.
30.0. ENTIRE AGREE ENT. This Agreement, including all of its attachments, represents the
entire understanding of the parties as to those matters contained herein. No prior oral or written
understanding shall be of any force or effect with respect to those matters covered hereunder. This
Agreement may only be modified by a written amendment duly executed by the parties to this
Agreement.
31.0. If any term, covenant, condition or provision of this Agreement, or the application thereof
to any person or circumstance, shall to any extent be held by a court of competent jurisdiction to be
invalid, void or unenforceable, the remainder of the terms, covenants, conditions or provisions of this
Agreement, or the application thereof to any person or circumstance, shall remain in full force and
effect and shall in no way be affected, impaired or invalidated thereby.
SECTION 32. REFERENCE TO CITY.
32.0_ Where this Agreement requires or permits City to act and no officer of the City is
specified, City's Manager or the authorized representative of City's Manager shall be deemed
authorized to act on City's behalf.
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33.0 Artist agrees that no work or services •-• • this Agreement shall inhibit • promote
liili!l CHEVRON! 11511 li! 11!111:11i1!11! ill ill 111 111
IV
WITNESS THE EXECUTION HEREOF on the day and year first herein above written.
CITY
• DOWNEY,
• charter city
Angels '11alk LA
a Calftrn'a nonprofit corporation
I
By: By:
Rick Rodriguez, Mayor Tracey, ta It
Its: Co-Diroctor
Attest., Attest:
Maria Alicia Duarte, CIVIC, City Clerk Secretary
Approved as to Form: Approved as to Form:
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Ote M. Abich Garcia, City Attorney Legal Counsel
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hommoommommom
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ARTIST'S SERVICES
Artist shall perform the following services to the satisfaction of City and within the deadline set forth
in EXHIBIT C
Title: Angels Walk Downey— On -Street Historical Stanchion
Artist: Angels Walk LA
Location: Public right-of-way in front of 11026 Downey Avenue, Downey, CA
Part 1. RESEARCH/CONTENT DEVELOPMENT.
Content development including historical research of the City of Downey, writing editing and
proofing.
0 City of Downey historical photograph research and acquisition.
• Deliver final electronic files for output, proofing, and quality assurance oversight.
Part 2. CONCEPT DESIGN
0= One (1) on -street. historical stanchion illustrating the history of the City of Downey. Please see
attached photo
• Size: approximately 15 ft. tall x`2 ft. wide at its widest point
• Three (3) 3M vinyl graphic panels
o One (1) measuring approximately 62 inches wide x 36 inches tall
o Two (2) measuring approximately 22 inches wide x 60 inches tall
W Silver -colored aluminum post and details
10 Development of design layouts for stanchion panels
0 All design, project documents and approvals will be sent electronically via email as PDF files.. City is
responsible for signing off on the final text, photos and photo captionsbefore fabrication.
Part 3. STRUCTURAL ENGINEERING
• The Artist shall submit the appropriate documents outlining requirements for footings and
installation.
All aspects of the installation of the artwork will be completed by City staff.
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• Coordinate panel printing fabrication and stanchion delivery.
Part 5. MAINTENANCE
Artist is not responsible for any ongoing cleaning or general maintenance of the stanchion once City
takes possession of it.
If City desires to update or repair one or more of the vinyl stanchionpanels, Artist will assist in
coordinating and managing the updating/repair process.
Any damage will be assessed to determine the viability of replacement before commencement of the
process. Any damage to the metal panels or stanchion structure will need to be assessed and
estimates obtained for repairs.
M
ANGELS WALKIA
SELF-Oularo HISTORIC TRAILS
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e Research, • and design: 7 weeks November 21 - January 10
i Client approvals and revisions* 4 weeks January 13 - February 7
0 Final production / proofreading / prepare for fabrication: 3 weeks / February 10 -
February 28
* Printing and delivery of vinyl panels to fabricator: 4 weeks / March 2 - March 27
i Fabrication: 10 w--
- -
eeliver: 1-2 weeks / delivered by June • 2020
22
r
•
1. Fee. Artist's fee for Artwork Design, Fabrication and Installation, including all expenses relating
thereto, shall not exceed the sum of Twenty -Nine Thousand Six Hundred 00/100 Dollars ($29,600.00)
This fee includes but is not limited to the following costs: labor of assistants; materials, programming,
communication and other indirect costs; travel expenses of the Artist for site visits and research.
2. Payments. City agrees to pay Artist in two (2) installments as set forth in the schedule in Section 3
below. The cost breakdown:
• Admin/Planning
• Research & Writing
• Historical Photo Research & Licensing
• Design, Production, Quality Control
• Out of Pocket Expenses
• Large format 3M Vinyl Graphic Panel
• Stanchion Fabrication
• Crating & Delivery:
First Installment
Second Installment
Final Installment
$12,000
$2,300
$1,000
$800
$2,500
$1,000
$1,400
$13,650
$2,850-$6,950
Due December 1, 2019
Due upon final approval of design work;
Not to exceed $ 9,600 Due Upon Delivery
4. Fabrication Payment Schedule for Artwork. City shall pay Artist for the costs_ and "expenses
identified in the Artwork Budget as developed based on EXHIBIT B. Artist shall submit invoices for the
costs and expenses outlined in the ("Documentation Provision"). The form of the invoice shall be
subject to the approval of the City's Art Project Manager.
5. Reimbursables: Except as otherwise indicated herein, City will not make any additional payment for
Artist's expenses.
6, Maintenance, If the CAy elects for'Ariist#o erform maintenance work as described in -E
the followin rates will be char ed to Cit
Ongoing--ro'ect coordination and management: _ 85/hour
Installation Costs: At cost
7. In the event that the City determines that work for which it has received a request for payment
does not meet specifications required under this Agreement, City in its sole discretion shall have the
right to withhold such the final payment until such deficiency has been corrected. In such event, City
shall provide detailed written notice to Artist within ten (10) days of receipt of such request for
payment, specifying the failure of performance for which City intends to withhold payment. Artist shall
23
work to cure such failure of performance in order to meet the Agreement standards to the satisfaction
of City.
8. Notwithstanding the foregoing, Artist expressly acknowledges that approval of work to permit
an interim payment is solely for the benefit of Artist. Unless and until the City issues a Notice of
Acceptance for the Artwork, no interim approval shall constitute acceptance or approval of the Artwork
by City nor shall it be construed as a waiver of City's right to require that the Artwork conform strictly
to the Final Proposal and to the Plans.
9. Pursuant to California Revenue and Taxation Code Section 6365, the City's payment for the
Artwork is exempt from sales taxes imposed under the California Revenue and Taxation Code.
10. The parties agree that the Schedule for Payment set forth above may be modified only upon prior
written authorization of City's Director of Community Development or Project Manager.
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I. Time for Compliance. Artist shall not commence the Services or the Project under
this Agreement until it has provided evidence satisfactory to the City that it has secured all
insurance required under this section. In addition, Artist shall not allow any subcontractor to
commence work on any subcontract until it has provided evidence satisfactory to the City that
the subcontractor has secured all insurance required under this section. The City reserves-
the right to modify these requirements, including limits, based on the nature of the risk, prior
experience with insurer,_ coverage or other special circumstances.
11. Minimum Rectuirements. Artist shall, at its expense, procure and maintain for
the duration of the Agreement insurance against claims for injuries to persons or damages to
property which may arise from or in connection with the performance of the Agreement, the
Services or the Project by the Artist, its agents, representatives, employees or
subcontractors. Artist shall also require all of its subcontractors to procure and maintain the
same insurance for the duration of the Agreement. Such insurance shall meet at least the
following minimum levels of coverage:
(A) Minimum Scooe of Insurance;. (1) Commercial General
Liability (CGL): Insurance Services Office Form CG 00 01 covering CGL on an `occurrence
basis including products and completed operations, property damage, bodily injury and
personal and advertising injury; and (2) Workers' Compensation: Workers' Compensation
insurance as required by the State of California with Statutory Limits; and (3) Employer's
Liability Insurance.
(B) Minimum Limits of Insurance. Artist shall maintainlimits no
less than: (1) Commercial General Liability (CGL): No less than $2,000,000 per occurrence
for products and completed operations, $1,000,000 bodily injury, $100,000 property damage
and $1,000,000 personal and advertising injury. If Commercial General Liability Insurance or
other form with general aggregate limit applies, either the general aggregate limit shall apply
separately to this Agreement/location (ISO CG 25 03 or 25 04) or the general aggregate limit
shall be twice the required occurrence limit; ( (2) Workers' Compensation: Workers'
Compensation limits as required by the Labor Code of the State of California with Statutory
Limits; (3) Employer's Liability: Employer's liability limits of no less than $1,000,000 per
accident for bodily injury or disease. Employer's Liability coverage may be waived by the City
if City receives written verification that Artist has no employees.
If the Artist maintains broader coverage and/or higher limits than the minimum required by
City, the City requires and shall be entitled to the broader coverage and/or the higher limits
maintained by the Artist. Any available insurance proceeds in excess of the specified
minimum limits of insurance and coverage shall be available to the City.
(D) Professional Liability Errors &Omissions : Artist shall procure
and maintain, and require its sub-Artists to procure and maintain, for a period of five (5) years
following completion of the Services or the Project, errors and omissions liability insurance
appropriate to its profession. Such insurance shall be in an amount not less than $2,000,000
25
per occurrence or claim and $2,000,000 in the aggregate, and shall be endorsed to include
contractual liability. If the Artist maintains broader coverage and/or higher limits than the
minimum, the City requires and shall be entitled to the broader coverage and/or higher limits
maintained by the Artist. Any available insurance proceeds in excess of the specified
minimum limits of insurance and coverage shall be available to the City.
If an engineer or architect is required to complete the Artist's design documents, the Artist
must provide the City with a copy of the engineer's or architect's Professional Liability Errors
and Omissions insurance endorsement.
Ifl. Insurance Endorsements. The insurance policies shall contain the following
provisions, or Artist shall provide endorsements on forms approved by the City to add the
following provisions to the insurance policies:
(A) Additional Insured Status. The Commercial General
Liability policy shall be endorsed to state that: (1) the City, its directors, officials, officers,
employees, agents and volunteers shall be covered as additional insureds with respect to
liability arising from the work, Services, Project or operations performed by or on behalf of the
Artist, including materials, parts or equipment furnished in connection with such work,
Services. Projector operations; and (2) the insurance coverage shall be primary insurance as
respects the City, its directors, officials, officers, employees, agents and volunteers, or if
excess, shall stand in an unbroken chain of coverage excess of the Artist's scheduled
underlying coverage. Commercial General Liability insurance coverage may be provided in
the form of an endorsement to the Artist's insurance (at lease as broad as ISO Form CG 20
10 11 85 or both CG 20 10, CG 20 26, CG 20 33 or CG 20 38; and CG 20 37 forms if later
revisions are used).
(B) Waiver of Subrogation. Artist hereby grants to City a waiver
of any right to subrogation which any insurer of said Artist may acquire against the City by
virtue of the payment of any loss under said insurance policies set forth herein. Artist agrees
to obtain any endorsement that may be necessary to affect this waiver of subrogation, but
this provision applies regardless of whether or not the City has received a waiver of
subrogation endorsement from the insurer.
(C) All Coverages. Each insurance policy required by this
Agreement shall be endorsed to state that: (A) coverage shall not be suspended, voided,
reduced or canceled except with written notice by certified mail, return receipt requested to
the City; and (B) any failure to comply with reporting or other provisions of the policies,
including breaches of warranties, shall not affect coverage provided to the City, its directors,
officials, officers, employees, agents and volunteers.
IV. Prima Coverage, For any claims related to this Agreement, the Artist's
insurance coverage shall be primary insurance and primary coverage at least as broad as
ISO CG 20 01 04 13 with respect to the City, its directors, officials, officers, employees,
agents and volunteers. Any insurance or self-insurance maintained by the City, its directors,
officials, officers, employees, agents and volunteers shall be excess of the Artist's insurance
and shall not be called upon to contribute with it in any way.
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V. Separation of Insureds; No Special Limitations. All insurance required by this
Section shall contain standard separation of insureds provisions. In addition, such insurance
shall not contain any special limitations on the scope of protection afforded to the City, its
directors officials, officers, employees, agents and volunteers.
VI. Deductibles and Self -Insurance Retentions. Any deductibles or self-insured
retentions must be declared to and approved by the City. City may require Artist to provide
proof of ability to pay losses and related investigations, claim administration and defense
expenses and costs within the retention. The policy language shall provide or be endorsed to
provide that the self-insured retention may be satisfied by either the named insured or City.
VII. Acce,ptability of Insurers. Insurance is to be placed with insurers with a current
A.M. Best's rating no less than A:VII, authorized to do business in California, and satisfactory
to the City.
VIII. Verification of Coverage. Artist shall furnish City with original` certificates of
insurance, including all required amendatory endorsements (or copies of the applicable policy
language effective coverage required by this provision) and a copy of the Declarations and
Endorsement Page of the Commercial General Liability policy listing all policy endorsements
to the City before the commencement of work under this Agreement. However, failure to
obtain the required documents prior to the commencement of work under this Agreement
shall not waive the Artist's obligation to provide them to the City. The City reserves the right
to require complete, certified copies of all required insurance policies, including
endorsements, at anytime.
XI. Claims -Made Policies. If any of the policies provide coverage on a claims -made
basis:
(A) The retroactive date must be shown and must be before the date of this
Agreement or the date work commences under this Agreement, whichever is earliest;
(B) Insurance must be maintained and evidence of insurance must be
provided for at least five (5) years after completion of the Services provided under this
Agreement;
(C) If coverage is canceled, non -renewed, and not replaced with another
claims -made policy form with a retroactive date prior to the effective date of this Agreement
or the date work commences under this Agreement, whichever is earliest, the Artist must
purchase extended reporting coverage for a minimum of five (5) years after completion of the
Services under this Agreement.
X. Safety. Artist shall execute and maintain its work so as to avoid injury or
damage to any person or property. In carrying out its Services, the Artist shall atalltimes be
in compliance with all applicable local, state and federal laws, rules and regulations, and shall
exercise all necessary precautions for the safety of employees appropriate to the nature of
the work and the conditions under which the work is to be performed. -Safety precautions as
applicable shall include, but shall not be limited to: (A) adequate life protection and life -
27
saving equipment and procedures� (B) instructions in accident prevention for all employees
and subcontractors, such as safe walkways, scaffolds, fall protection ladders� bridges, gang
planks, confined space procedures, trenching and shoring, equipment and other safety
devices, equipment and wearing apparel as are necessary or lawfully required to prevent
accidents or injuries; and (C) adequate facilities for the proper inspection and maintenance of
all safety measures.
m
EXHIBIT F
• i
FORM ASSIGNMENT
WHEREAS, the undersigned, authors of the creative work, (referred to
hereinafter as "ASSIGNORS") have created an original work of authorship entitled
for which together with related creative works hereinafter as the
COPYRIGHT;
WHEREAS, City of Downey ("City"), a municipal corporation and charter city having its
principal place of business at 11111 Brookshire Avenue, Downey, California, 90241 (referred to
hereinafter as "ASSIGNEE"), is desirous of acquiring all entire right, title and interest in, to and under
said COPYRIGHT, and in, to and under any common law or registration of Copyrights or similar legal
protection to be or having been obtained therefor in the United States of America, its territorial
possessions and in any and all countries foreign thereto; and
NOW, THEREFORE, for good and valuable consideration, the receipt of which is hereby
acknowledged, ASSIGNORS hereby sell, assign, transfer and set over unto the ASSIGNEE, its
successors and assigns the entire title, right and interest in and to the COPYRIGHT, and to all
common law or similar legal protection arising therefrom, not only in the United States and its
territorial possessions, but in all countries foreign thereto to be obtained for said COPYRIGHT by said
legal protection thereof or any legal equivalent thereof in a foreign country for the full term or terms for
which the same may be granted, including all priority rights under any International Convention.
ASSIGNORS further covenant that no assignment, sale, agreement or encumbrance has been
or will be made or entered into which would conflict with this assignment; and
ASSIGNORS further covenant that ASSIGNEE will, upon its request, be provided promptly
with all pertinent facts and documents relating to said COPYRIGHT, and will testify as to the same in
any litigation related thereto and will promptly execute and deliver to ASSIGNEE or its legal
representatives any and all papers, instruments or affidavits required to apply for, obtain, maintain,
issue and enforce said invention and said Copyrights and said equivalents thereof in any foreign
country which maybe necessary or desirable to carry out the purposes thereof.
ASSIGNORS and ASSIGNEE each covenant to perform all acts and execute and deliver all
documents as may be necessary or appropriate to carry out the intent and purposes of this
assignment.
This assignment embodies the entire understanding of ASSIGNORS and ASSIGNEE and supersedes
and replaces any and all pre-existing assignments or understandings between ASSIGNORS and
ASSIGNEE. No amendment or modification of this assignment shall be valid or binding upon
ASSIGNORS or ASSIGNEE unless made in writing and signed on behalf of each of ASSIGNORS and
ASSIGNEE by their respective duly authorized representative.
Assignor
By
Name.
Title:
29
A notary public or other officer completing this certificate verifies only the identity of the
individual who signed the document to which this certificate is attached, and not the
truthfulness, accuracy, or validity of that document.
State of California County of
On before me,
(insert name and title of the officer)
personally appeared
who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are
subscribed to the within instrument and acknowledged to me that he/she/they executed the same in
his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the
person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify
under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph
is true and correct. WITNESS my hand and official seal. Signature
30`