Loading...
HomeMy WebLinkAboutStoller Studio, Inc.AGREEMENT THIS AGREEMENT is made and entered into on the 30 day of July, 2020 by and between the TOWN OF LOS ALTOS HILLS (hereinafter referred to as "TOWN") and Stoller Studio, Inc. (hereinafter referred to as "CONTRACTOR"). In consideration of their mutual covenants, the parties hereto agree as follows: 1. CONTRACTOR. Shall provide or furnish the following specified services and/or materials: Hill Helix sculpture of 316L stainless steel and engineered foundation as shown in Proposal from CONTRACTOR, titled Hill Helix dated 1/2020. Also included will be Design Only of the sculpture site and lighting of sculpture. 2. EXHIBITS. The following attached exhibits are hereby incorporated into and made a part of this Agreement: Proposal from CONTRACTOR, titled Hill Helix dated January 2020 3. TERMS. The services and/or materials furnished under this Agreement shall commence upon signature of this Agreement by both parties and the first payment received by CONTRACTOR due upon signing, and shall be completed 20 months from the signing date of this agreement, unless terminated pursuant to Section 5(f). 4. COMPENSATION. For the full performance of this Agreement: a. TOWN shall pay CONTRACTOR an amount not to exceed one -hundred thousand dollars and zero cents ($100,000.00) as listed below in 4d, within thirty (30) days following receipt of invoice and completion/delivery of services/goods as detailed in Sections 1, 2, and 3 of this Agreement and only upon satisfactory delivery/completion of goods/services in a manner consistent with professional/industry standards for the area in which CONTRACTOR operates. TOWN is not responsible for paying for any work done by CONTRACTOR or any subcontractor above and beyond the not to exceed amount. b. Town shall not reimburse for any of CONTRACTOR's costs or expenses to deliver any services/goods. Town shall not be responsible for any interest or late charges on any payments from Town to CONTRACTOR. c. CONTRACTOR is responsible for monitoring its own forces/employees/agents/ subcontractors to ensure delivery of goods/services within the terms of this Agreement. TOWN will not accept or compensate CONTRACTOR for incomplete goods/services. d. Method of Payment. Upon completion of each task set forth below CONTRACTOR shall invoice TOWN, stating completion of the task and the amount due. TOWN, upon approving the invoice, shall remit payment to CONTRACTOR in accordance with the following schedule: THE CONTRACTOR SHALL BE PAID AS FOLLOWS: • Installment 1: 25% or $25,000 Upon signing of Agreement • Installment 2: 25% or $25,000 Upon receipt and approval of final design drawings for the sculpture and engineering drawings for the foundation. • Installment 3: 25% or $25,000 Upon 50% completion of fabrication. • Installment 4: 20% or $20,000 Upon completion of fabrication, acceptance of the sculpture, and delivery to the TOWN. • Installment 5: 5% or $5,000 Upon completion of installation of the sculpture on Town property 5. COPYRIGHT & OWNERSHIP: Copyright will remain with the CONTRACTOR [AKA: Artist] throughout the life of the sculpture. Upon official acceptance by the TOWN and full payment of Installment 4 to the CONTRACTOR as provided herein, ownership is transferred from the CONTRACTOR to the TOWN. The CONTRACTOR hereby covenants that they will neither make nor allow to be made any reproduction, replica or likeness of the work without written permission from the TOWN. TOWN will be allowed to make any likeness of the work for exhibition, education or promotion of the TOWN without restriction. All other uses require written agreement from the CONTRACTOR. TOWN will not be responsible for monitoring nor enforcing any copyright infringement by a third party. 6. GENERAL TERMS AND CONDITIONS. a. HOLD HARMLESS. CONTRACTOR agrees to indemnify, defend and hold harmless the TOWN, its officers, agents and employees from any and all demands, claims or liability of personal injury (including death) and property damage of any nature, caused by or arising out of the performance of CONTRACTOR under this Agreement. With regard to CONTRACTOR'S work product, CONTRACTOR agrees to indemnify, defend and hold harmless the TOWN, its officers, agents and employees from any and all demands, claims or liability of any nature to the extent caused by the negligent performance of CONTRACTOR under this Agreement. b. INSURANCE. CONTRACTOR shall file with the TOWN a certificate of insurance before commencing any services under this Agreement as follows: WORKERS COMPENSATION INSURANCE: Minimum statutory limits. ii. COMMERCIAL GENERAL LIABILITY AND PROPERTY DAMAGE INSURANCE: General Liability and Property Damage Combined. $1,000,000.00 per occurrence including comprehensive form, personal injury, broad form personal damage, contractual and premises/operation, all on an occurrence basis. If an aggregate limit exists, it shall apply separately or be no less than two (2) times the occurrence limit. iii. AUTOMOBILE INSURANCE: $1,000,000.00 per occurrence. iv. ERRORS AND OMISSIONS INSURANCE: $1,000,000.00 aggregate. v. NOTICE OF CANCELLATION: The City requires 30 days written notice of cancellation. Additionally, the notice statement on the certificate should not include the wording "endeavor to" or "but failure to mail such notice shall impose no obligation or liability of any kind upon the company, its agents or representatives." vi. CERTIFICATE OF INSURANCE: Prior to commencement of services, evidence of insurance coverage must be shown by a properly executed certificate of insurance and it shall name "The Town of Los Altos Hills, its elective and appointed officers, employees, and volunteers" as additional insureds. vii. To prevent delay and ensure compliance with this Agreement, the insurance certificates and endorsements must be submitted to: Town of Los Altos Hills 26379 Fremont Road Los Altos Hills, CA 94022 c. NON-DISCRIMINATION. No discrimination shall be made in the employment of persons under this Agreement because of the race, color, national origin, age, ancestry, religion or sex of such person. d. INTEREST OF CONTRACTOR. It is understood and agreed that this Agreement is not a contract of employment and does not create an employer-employee relationship between the TOWN and CONTRACTOR. At all times CONTRACTOR shall be an independent contractor and CONTRACTOR is not authorized to bind the TOWN to any contracts or other obligations without the express written consent of the TOWN. In executing this Agreement, CONTRACTOR certifies that no one who has or will have any financial interest under this Agreement is an officer or employee of TOWN. e. CHANGES. This Agreement shall not be assigned or transferred without advance written consent of the TOWN. No changes or variations of any kind are authorized without the written consent of the City Manager. This Agreement may only be amended by a written instrument signed by both parties. TERMINATION. This Agreement may be terminated by TOWN upon seven (7) days written notice to CONTRACTOR. Monies owed for work satisfactorily completed shall be paid to CONTRACTOR within 14 days of termination. g. RECORDS. All reports, data, maps, models, charts, studies, surveys, calculations, photographs, memoranda, plans, studies, specifications, records, files, or any other documents or materials, in electronic or any other form, that are prepared or obtained pursuant to this Agreement and that relate to the matters covered hereunder shall be the property of the TOWN. CONTRACTOR hereby agrees to deliver those documents to the TOWN at any time upon demand of the TOWN. It is understood and agreed that the documents and other materials, including but not limited to those described above, prepared pursuant to this Agreement are prepared specifically for the TOWN and are not necessarily suitable for any future or other use. Failure by CONTRACTOR to deliver these documents to the TOWN within a reasonable time period or as specified by the TOWN shall be a material breach of this Agreement. TOWN and CONTRACTOR agree that until final approval by TOWN, all data, plans, specifications, reports and other documents are preliminary drafts not kept by the TOWN in the ordinary course of business and will not be disclosed to third parties without prior written consent of both parties. All work products submitted to the TOWN pursuant to this Agreement shall be deemed a "work for hire." Upon submission of any work for hire pursuant to this Agreement, and acceptance by the TOWN as complete, non- exclusive title to copyright of said work for hire shall transfer to the TOWN. The compensation recited in Section 4 shall be deemed to be sufficient consideration for said transfer of copyright. CONTRACTOR retains the right to use any project records, documents and materials for marketing of their professional services. h. ENTIRE AGREEMENT. This Agreement represents the entire agreement between the Parties. Any ambiguities or disputed terms between this Agreement and any attached Exhibits shall be interpreted according to the language in this Agreement and not the Exhibits. 7. INVOICING. Send all invoices to the contract coordinator at the address below. This Agreement shall become effective upon its approval and execution by TOWN. In witness whereof, the parties have executed this Agreement the day and year first written above. CONTRACT COORDINATOR and representative for TOWN: Carl Cahill, City Manager Town of Los Altos Hills 26379 Fremont Road Los Altos Hills, CA 94022 CONTRACTOR: By: 7/30/2020 Se ature Date Roger W. Stoller, Owner Print name, Title TOWN OF LOS ALTOS HILLS: By: (,)o, 713()/? -Q0 Carl Cahill, City Manager ate BUDGET ESTIMATE: Preliminary ARTWORK Client: City of Los Altos Hills PROJECT BUDGET: May 2020 & SCOPE OF WORK rev.2 Studio: Activity/ Labor project management design: original pattern; helical form engineering fabrication & CAD 1 1'h Hill Helix s t o I I e r I s t u d i o $8,880 $9,400 $2,400 $16,960 finishing $2,500 installation $2,800 Labor Sub Total $42,940 shipping: Oakland, San Jose, Los Altos Hills Consultants/ Materials/ Expenses Sub Total $51,700 contingency materials: baseplate, hardware, etc $3,000 outside fabrication: bending, laser cutting, $29,000 - materials: stainless steel sheet engineering sub -contractor $8,500 legal $1,500 insurance $1,500 tools $600 supplies $1,500 equip. rental: crane, etc. $3,000 travel [Studio installation crew] $600 shipping: Oakland, San Jose, Los Altos Hills $2,500 Sub Total $51,700 contingency $5,360 Total $100,000 198 Lucero Way • Portola Valley • CA • 94028 • roger@stollerstudio.com • tel 650 854 4162 • www.stollerstudio.com