HomeMy WebLinkAbout2009 CON CDC St. Clair Gallery - Art Center Project CoordinationAGREEMENT
BY AND BETWEEN
THE COMMUNITY DEVELOPMENT COMMISSION
OF THE CITY OF NATIONAL CITY
AND
ST. CLAIR GALLERY
THIS AGREEMENT is entered into this 1st day of July, 2009, by and between
the COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF NATIONAL CITY, a
community development commission (the "CDC"), and St. Clair Gallery, a sole proprietorship
(the "CONSULTANT"].
RECITALS
WHEREAS, the CDC desires to employ a CONSULTANT to provide Project
Coordination services for the installation of visual, auditory and cognitive art at the National City
Art Center.
WHEREAS, the CDC has determined that the CONSULTANT is a Art Gallery
and Interior Design Consultant and is qualified by experience and ability to perform the services
desired by the CDC, and the CONSULTANT is willing to perform such services.
NOW, THEREFORE, THE PARTIES HERETO DO MUTUALLY AGREE AS
FOLLOWS:
1. ENGAGEMENT OF CONSULTANT. The CDC hereby agrees to engage
the CONSULTANT and the CONSULTANT hereby agrees to perform the services hereinafter
set forth in accordance with all terms and conditions contained herein.
The CONSULTANT represents that all services required hereunder will be
performed directly by the CONSULTANT or under direct supervision of the CONSULTANT.
2. SCOPE OF SERVICES. The CONSULTANT will perform services as set
forth in the attached Exhibit "A".
The CONSULTANT shall be responsible for all research and reviews related to
the work and shall not rely on personnel of the CDC for such services, except as authorized in
advance by the CDC. The CONSULTANT shall appear at meetings cited in Exhibit "A" to keep
staff and City Council advised of the progress on the project.
The CDC may unilaterally, or upon request from the CONSULTANT, from time to time
reduce or increase the Scope of Services to be performed by the CONSULTANT under this
Agreement. Upon doing so, the CDC and the CONSULTANT agree to meet in good faith and
confer for the purpose of negotiating a corresponding reduction or increase in the
compensation associated with said change in services, not to exceed a factor of 10% from the
base amount.
3. PROJECT COORDINATION AND SUPERVISION.
Brad Raulston hereby is designated as the Project Coordinator for the CDC and
will monitor the progress and execution of this Agreement. The CONSULTANT shall assign a
single Project Director to provide supervision and have overall responsibility for the progress
and execution of this Agreement for the CONSULTANT. Carolyn St. Clair thereby is
designated as the Project Director for the CONSULTANT.
4. COMPENSATION AND PAYMENT. The compensation for the
CONSULTANT shall be based on actual work performed, not -to -exceed $24,400. Monthly
invoices will be processed for payment and remitted within thirty (30) days from receipt of
invoice, provided that work is accomplished consistent with Exhibit "A" as determined by the
CDC.
The CONSULTANT shall maintain all books, documents, papers, employee time
sheets, accounting records, and other evidence pertaining to costs incurred and shall make
such materials available at its office at all reasonable times during the term of this Agreement
and for three (3) years from the date of final payment under this Agreement, for inspection by
the CDC and for furnishing of copies to the CDC, if requested.
5. ACCEPTABILITY OF WORK. The CDC shall decide any and all
questions which may arise as to the quality or acceptability of the services performed and the
manner of performance, the acceptable completion of this Agreement and the amount of
compensation due. In the event the CONSULTANT and the CDC cannot agree to the quality or
acceptability of the work, the manner of performance and/or the compensation payable to the
CONSULTANT in this Agreement, the CDC or the CONSULTANT shall give to the other written
notice. Within ten (10) business days, the CONSULTANT and the CDC shall each prepare a
report which supports their position and file the same with the other party. The CDC shall, with
reasonable diligence, determine the quality or acceptability of the work, the manner of
performance and/or the compensation payable to the CONSULTANT.
6. LENGTH OF AGREEMENT. This term of this agreement shall end on
October 31, 2009.
7. DISPOSITION AND OWNERSHIP OF DOCUMENTS. The Memoranda,
Reports, Maps, Drawings, Plans, Specifications and other documents prepared by the
CONSULTANT for this Project, whether paper or electronic, shall become the property of the
CDC for use with respect to this Project, and shall be turned over to the CDC upon completion
of the Project, or any phase thereof, as contemplated by this Agreement.
Contemporaneously with the transfer of documents, the CONSULTANT hereby
assigns to the CDC and CONSULTANT thereby expressly waives and disclaims, any copyright
in, and the right to reproduce, all written material, drawings, plans, specifications or other work
prepared under this agreement, except upon the CDC's prior authorization regarding
reproduction, which authorization shall not be unreasonably withheld. The CONSULTANT
shall, upon request of the CDC, execute any further document(s) necessary to further
effectuate this waiver and disclaimer.
The CONSULTANT agrees that the CDC may use, reuse, alter, reproduce,
modify, assign, transfer, or in any other way, medium or method utilize the CONSULTANT's
written work product for the CDC's purposes, and the CONSULTANT expressly waives and
disclaims any residual rights granted to it by Civil Code Sections 980 through 989 relating to
intellectual property and artistic works.
Any modification or reuse by the CDC of documents, drawings or specifications
prepared by the CONSULTANT shall relieve the CONSULTANT from liability under Section 14
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CDC and St. Clair Gallery Agreement July 1, 2009 — October 31, 2009
but only with respect to the effect of the modification or reuse by the CDC, or for any liability to
the CDC should the documents be used by the CDC for some project other than what was
expressly agreed upon within the Scope of this project, unless otherwise mutually agreed.
8. INDEPENDENT CONSULTANT. Both parties hereto in the performance
of this Agreement will be acting in an independent capacity and not as agents, employees,
partners or joint venturers with one another. Neither the CONSULTANT nor the
CONSULTANT'S employees are employee of the CDC and are not entitled to any of the rights,
benefits, or privileges of the CDC's employees, including but not limited to retirement, medical,
unemployment, or workers' compensation insurance.
This Agreement contemplates the personal services of the CONSULTANT and
the CONSULTANT's employees, and it is recognized by the parties that a substantial
inducement to the CDC for entering into this Agreement was, and is, the professional reputation
and competence of the CONSULTANT and its employees. Neither this Agreement nor any
interest herein may be assigned by the CONSULTANT without the prior written consent of the
CDC. Nothing herein contained is intended to prevent the CONSULTANT from employing or
hiring as many employees, or subCONSULTANTs, as the CONSULTANT may deem necessary
for the proper and efficient performance of this Agreement. All agreements by CONSULTANT
with its subCONSULTANT(s) shall require the subCONSULTANT to adhere to the applicable
terms of this Agreement.
9. CONTROL. Neither the CDC nor its officers, agents or employees shall
have any control over the conduct of the CONSULTANT or any of the CONSULTANT's
employees except as herein set forth, and the CONSULTANT expressly agrees not to
represent that the CONSULTANT or the CONSULTANT's agents, servants, or employees are
in any manner agents, servants or employees of the CDC, it being understood that the
CONSULTANT, its agents, servants, and employees are as to the CDC wholly independent
CONSULTANT's and that the CONSULTANT's obligations to the CDC are solely such as are
prescribed by this Agreement.
10. COMPLIANCE WITH APPLICABLE LAW. The CONSULTANT in the
performance of the services to be provided herein, shall comply with all applicable State and
Federal statutes and regulations, and all applicable ordinances, rules and regulations of the City
of National City, whether now in force or subsequently enacted. The CONSULTANT, and each
of its subCONSULTANTs, shall obtain and maintain a current City of National City business
license prior to and during performance of any work pursuant to this Agreement.
11. LICENSES, PERMITS, ETC. The CONSULTANT represents and
covenants that it has all licenses, permits, qualifications, and approvals of whatever nature that
are legally required to practice its profession. The CONSULTANT represents and covenants
that the CONSULTANT shall, at its sole cost and expense, keep in effect at all times during the
term of this Agreement, any license, permit, or approval which is legally required for the
CONSULTANT to practice its profession.
12. STANDARD OF CARE.
A. The CONSULTANT, in performing any services under this
Agreement, shall perform in a manner consistent with that level of care and skill ordinarily
exercised by members of the CONSULTANT'S trade or profession currently practicing under
similar conditions and in similar locations. The CONSULTANT shall take all special precautions
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CDC and St. Clair Gallery Agreement July 1, 2009 — October 31, 2009
necessary to protect the CONSULTANT's employees and members of the public from risk of
harm arising out of the nature of the work and/or the conditions of the work site.
B. Unless disclosed in writing prior to the date of this agreement, the
CONSULTANT warrants to the CDC that it is not now, nor has it for the five (5) years
preceding, been debarred by a governmental agency or involved in debarment, arbitration or
litigation proceedings concerning the CONSULTANT's professional performance or the
furnishing of materials or services relating thereto.
C. The CONSULTANT is responsible for identifying any unique
products, treatments, processes or materials whose availability is critical to the success of the
project the CONSULTANT has been retained to perform, within the time requirements of the
CDC, or, when no time is specified, then within a commercially reasonable time. Accordingly,
unless the CONSULTANT has notified the CDC otherwise, the CONSULTANT warrants that all
products, materials, processes or treatments identified in the project documents prepared for
the CDC are reasonably commercially available. Any failure by the CONSULTANT to use due
diligence under this sub -paragraph will render the CONSULTANT liable to the CDC for any
increased costs that result from the CDC's later inability to obtain the specified items or any
reasonable substitute within a price range that allows for project completion in the time frame
specified or, when not specified, then within a commercially reasonable time.
13. NON-DISCRIMINATION PROVISIONS. The CONSULTANT shall not
discriminate against any employee or applicant for employment because of age, race, color,
ancestry, religion, sex, sexual orientation, marital status, national origin, physical handicap, or
medical condition. The CONSULTANT will take positive action to insure that applicants are
employed without regard to their age, race, color, ancestry, religion, sex, sexual orientation,
marital status, national origin, physical handicap, or medical condition. Such action shall
include but not be limited to the following: employment, upgrading, demotion, transfer,
recruitment or recruitment advertising, layoff or termination, rates of pay or other forms of
compensation, and selection for training, including apprenticeship. The CONSULTANT agrees
to post in conspicuous places available to employees and applicants for employment any
notices provided by the CDC setting forth the provisions of this non-discrimination clause.
14. CONFIDENTIAL INFORMATION. The CDC may from time to time
communicate to the CONSULTANT certain confidential information to enable the
CONSULTANT to effectively perform the services to be provided herein. The CONSULTANT
shall treat all such information as confidential and shall not disclose any part thereof without the
prior written consent of the CDC. The CONSULTANT shall limit the use and circulation of such
information, even within its own organization, to the extent necessary to perform the services to
be provided herein. The foregoing obligation of this Section 13, however, shall not apply to any
part of the information that (i) has been disclosed in publicly available sources of information; (ii)
is, through no fault of the CONSULTANT, hereafter disclosed in publicly available sources of
information; (iii) is already in the possession of the CONSULTANT without any obligation of
confidentiality; or (iv) has been or is hereafter rightfully disclosed to the CONSULTANT by a
third party, but only to the extent that the use or disclosure thereof has been or is rightfully
authorized by that third party.
The CONSULTANT shall not disclose any reports, recommendations,
conclusions or other results of the services or the existence of the subject matter of this
Agreement without the prior written consent of the CDC. In its performance hereunder, the
CONSULTANT shall comply with all legal obligations it may now or hereafter have respecting
the information or other property of any other person, firm or corporation.
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CDC and St. Clair Gallery Agreement July 1, 2009 — October 31, 2009
CONSULTANT shall be liable to CDC for any damages caused by breach of this
condition, pursuant to the provisions of Section 14.
15. INDEMNIFICATION AND HOLD HARMLESS. The CONSULTANT
agrees to defend, indemnify, and hold harmless the Community Development Commission of
the City of National City, its officers and employees, against and from any and all liability, loss,
damages to property, injuries to, or death of any person or persons, and all claims, demands,
suits, actions, proceedings, reasonable attorneys' fees, and defense costs, of any kind or
nature, including workers' compensation claims, of or by anyone whomsoever, resulting from or
arising out of the CONSULTANT's negligent performance of this Agreement.
16. WORKERS' COMPENSATION. The CONSULTANT shall comply with all
of the provisions of the Workers' Compensation Insurance and Safety Acts of the State of
California, the applicable provisions of Division 4 and 5 of the California Government Code and
all amendments thereto; and all similar state or Federal acts or laws applicable; and shall
indemnify, and hold harmless the CDC and its officers, and employees from and against all
claims, demands, payments, suits, actions, proceedings and judgments of every nature and
description, including reasonable attorney's fees and defense costs presented, brought or
recovered against the CDC or its officers, employees, or volunteers, for or on account of any
liability under any of said acts which may be incurred by reason of any work to be performed by
the CONSULTANT under this Agreement.
17. INSURANCE. The CONSULTANT, at its sole cost and expense, shall
purchase and maintain, and shall require its subCONSULTANTs, when applicable, to purchase
and maintain throughout the term of this agreement, the following insurance policies:
❑ A. If checked, Professional Liability Insurance (errors and omissions) with
minimum limits of $1,000,000 per occurrence.
B. Automobile insurance covering all bodily injury and property damage
incurred during the performance of this Agreement, with a minimum coverage of $1,000,000
combined single limit per accident. Such automobile insurance shall include owned, non -
owned, and hired vehicles ("any auto").
C. Commercial general liability insurance, with minimum limits of $1,000,000
per occurrence/$2,000,000 aggregate, covering all bodily injury and property damage arising
out of its operations under this Agreement.
D. Workers' compensation insurance in an amount sufficient to meet
statutory requirements covering all of CONSULTANT'S employees and employers' liability
insurance with limits of at least $1,000,000 per accident. In addition, the policy shall be
endorsed with a waiver of subrogation in favor of the CDC. Said endorsement shall be provided
prior to commencement of work under this Agreement.
E. The aforesaid policies shall constitute primary insurance as to the CDC,
its officers, employees, and volunteers, so that any other policies held by the CDC shall not
contribute to any loss under said insurance. Said policies shall provide for thirty (30) days prior
written notice to the CDC of cancellation or material change.
F. Said policies, except for the professional liability and workers'
compensation policies, shall name the CDC and its officers, agents and employees as
additional insureds, and separate additional insured endorsements shall be provided.
G. If required insurance coverage is provided on a "claims made" rather than
"occurrence" form, the CONSULTANT shall maintain such insurance coverage for three years
after expiration of the term (and any extensions) of this Agreement. In addition, the "retro" date
must be on or before the date of this Agreement.
H. Any aggregate insurance limits must apply solely to this Agreement.
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CDC and St. Clair Gallery Agreement July 1, 2009 — October 31, 2009
I. Insurance shall be written with only California admitted companies which
hold a current policy holder's alphabetic and financial size category rating of not less than A VIII
according to the current Best's Key Rating Guide, or a company equal financial stability that is
approved by the National City Risk Manager. In the event coverage is provided by non -admitted
"surplus lines" carriers, they must be included on the most recent California List of Eligible
Surplus Lines Insurers (LESLI list) and otherwise meet rating requirements.
J. This Agreement shall not take effect until certificate(s) or other sufficient
proof that these insurance provisions have been complied with, are filed with and approved by
the National City Risk Manager. If the CONSULTANT does not keep all of such insurance
policies in full force and effect at all times during the terms of this Agreement, the CDC may
elect to treat the failure to maintain the requisite insurance as a breach of this Agreement and
terminate the Agreement as provided herein.
K. All deductibles and self -insured retentions in excess of $10,000 must be
disclosed to and approved by the CDC.
18. LEGAL FEES. If any party brings a suit or action against the other party
arising from any breach of any of the covenants or agreements or any inaccuracies in any of
the representations and warranties on the part of the other party arising out of this Agreement,
then in that event, the prevailing party in such action or dispute, whether by final judgment or
out -of -court settlement, shall be entitled to have and recover of and from the other party all
costs and expenses of suit, including attorneys' fees.
For purposes of determining who is to be considered the prevailing party, it is
stipulated that attorney's fees incurred in the prosecution or defense of the action or suit shall
not be considered in determining the amount of the judgment or award. Attorney's fees to the
prevailing party if other than the CDC shall, in addition, be limited to the amount of attorney's
fees incurred by the CDC in its prosecution or defense of the action, irrespective of the actual
amount of attorney's fees incurred by the prevailing party.
19. MEDIATION/ARBITRATION. If a dispute arises out of or relates to this
Agreement, or the breach thereof, the parties agree first to try, in good faith, to settle the
dispute by mediation in San Diego, California, in accordance with the Commercial Mediation
Rules of the American Arbitration Association (the "AAA") before resorting to arbitration. The
costs of mediation shall be borne equally by the parties. Any controversy or claim arising out
of, or relating to, this Agreement, or breach thereof, which is not resolved by mediation shall be
settled by arbitration in San Diego, California, in accordance with the Commercial Arbitration
Rules of the AAA then existing. Any award rendered shall be final and conclusive upon the
parties, and a judgment thereon may be entered in any court having jurisdiction over the subject
matter of the controversy. The expenses of the arbitration shall be borne equally by the parties
to the arbitration, provided that each party shall pay for and bear the costs of its own experts,
evidence and attorneys' fees, except that the arbitrator may assess such expenses or any part
thereof against a specified party as part of the arbitration award.
20. TERMINATION. A. This Agreement may be terminated with or without
cause by the CDC. Termination without cause shall be effective only upon 60-day's written
notice to the CONSULTANT. During said 60-day period the CONSULTANT shall perform all
services in accordance with this Agreement.
B. This Agreement may also be terminated immediately by the CDC for
cause in the event of a material breach of this Agreement, misrepresentation by the
CONSULTANT in connection with the formation of this Agreement or the performance of
services, or the failure to perform services as directed by the CDC.
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CDC and St. Clair Gallery Agreement July 1, 2009 — October 31, 2009
C. Termination with or without cause shall be effected by delivery of written
Notice of Termination to the CONSULTANT as provided for herein.
D. In the event of termination, all finished or unfinished Memoranda Reports,
Maps, Drawings, Plans, Specifications and other documents prepared by the CONSULTANT,
whether paper or electronic, shall immediately become the property of and be delivered to the
CDC, and the CONSULTANT shall be entitled to receive just and equitable compensation for
any work satisfactorily completed on such documents and other materials up to the effective
date of the Notice of Termination, not to exceed the amounts payable hereunder, and Tess any
damages caused the CDC by the CONSULTANT's breach, if any. Thereafter, ownership of said
written material shall vest in the CDC all rights set forth in Section 6.
E. The CDC further reserves the right to immediately terminate this
Agreement upon: (1) the filing of a petition in bankruptcy affecting the CONSULTANT, (2) a
reorganization of the CONSULTANT for the benefit of creditors; or (3) a business
reorganization, change in business name or change in business status of the CONSULTANT.
21. NOTICES. All notices or other communications required or permitted
hereunder shall be in writing, and shall be personally delivered; or sent by overnight mail
(Federal Express or the like); or sent by registered or certified mail, postage prepaid, return
receipt requested; or sent by ordinary mail, postage prepaid; or telegraphed or cabled; or
delivered or sent by telex, telecopy, facsimile or fax; and shall be deemed received upon the
earlier of (i) if personally delivered, the date of delivery to the address of the person to receive
such notice, (ii) if sent by overnight mail, the business day following its deposit in such overnight
mail facility, (iii) if mailed by registered, certified or ordinary mail, five (5) days (ten (10) days if
the address is outside the State of California) after the date of deposit in a post office, mailbox,
mail chute, or other like facility regularly maintained by the United States Postal Service, (iv) if
given by telegraph or cable, when delivered to the telegraph company with charges prepaid, or
(v) if given by telex, telecopy, facsimile or fax, when sent. Any notice, request, demand,
direction or other communication delivered or sent as specified above shall be directed to the
following persons:
To the CDC:
To the CONSULTANT:
Brad Raulston, Executive Director
Community Development Commission
of the City of National City
1243 National City Boulevard
National City, CA 91950-4301
Carolyn St. Clair
11240 Manzanita Road
Lakeside, CA 92040
(619) 277-0193
Notice of change of address shall be given by written notice in the manner
specified in this Section. Rejection or other refusal to accept or the inability to deliver because
of changed address of which no notice was given shall be deemed to constitute receipt of the
notice, demand, request or communication sent. Any notice, request, demand, direction or
other communication sent by cable, telex, telecopy, facsimile or fax must be confirmed within
forty-eight (48) hours by letter mailed or delivered as specified in this Section.
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CDC and St. Clair Gallery Agreement July 1, 2009 — October 31, 2009
22. CONFLICT OF INTEREST AND POLITICAL REFORM ACT
OBLIGATIONS. During the term of this Agreement, the CONSULTANT shall not perform
services of any kind for any person or entity whose interests conflict in any way with those of
the CDC. The CONSULTANT also agrees not to specify any product, treatment, process or
material for the project in which the CONSULTANT has a material financial interest, either
direct or indirect, without first notifying the CDC of that fact. The CONSULTANT shall at all
times comply with the terms of the Political Reform Act and the National City Conflict of Interest
Code. The CONSULTANT shall immediately disqualify itself and shall not use its official
position to influence in any way any matter coming before the CDC in which the CONSULTANT
has a financial interest as defined in Government Code Section 87103. The CONSULTANT
represents that it has no knowledge of any financial interests that would require it to disqualify
itself from any matter on which it might perform services for the CDC.
111 If checked, the CONSULTANT shall comply with all of the reporting
requirements of the Political Reform Act and the National City Conflict of Interest Code.
Specifically, the CONSULTANT shall file a Statement of Economic Interests with the City Clerk
of the City of National City in a timely manner on forms which the CONSULTANT shall obtain
from the City Clerk.
The CONSULTANT shall be strictly liable to the CDC for all damages, costs or
expenses the CDC may suffer by virtue of any violation of this Paragraph 21 by the
CONSULTANT.
23. MISCELLANEOUS PROVISIONS.
A. Computation of Time Periods. If any date or time period provided for in
this Agreement is or ends on a Saturday, Sunday or federal, state or legal holiday, then such
date shall automatically be extended until 5:00 p.m. Pacific Time of the next day which is not a
Saturday, Sunday or federal, state or legal holiday.
B. Counterparts. This Agreement may be executed in multiple counterparts,
each of which shall be deemed an original, but all of which, together, shall constitute but one
and the same instrument.
C. Captions. Any captions to, or headings of, the sections or subsections of
this Agreement are solely for the convenience of the parties hereto, are not a part of this
Agreement, and shall not be used for the interpretation or determination of the validity of this
Agreement or any provision hereof.
D. No Obligations to Third Parties. Except as otherwise expressly provided
herein, the execution and delivery of this Agreement shall not be deemed to confer any rights
upon, or obligate any of the parties hereto, to any person or entity other than the parties hereto.
E. Exhibits and Schedules. The Exhibits and Schedules attached hereto are
hereby incorporated herein by this reference for all purposes.
F. Amendment to this Agreement. The terms of this Agreement may not be
modified or amended except by an instrument in writing executed by each of the parties hereto.
G. Waiver. The waiver or failure to enforce any provision of this Agreement
shall not operate as a waiver of any future breach of any such provision or any other provision
hereof.
H. Applicable Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of California.
I. Entire Agreement. This Agreement supersedes any prior agreements,
negotiations and communications, oral or written, and contains the entire agreement between
the parties as to the subject matter hereof. No subsequent agreement, representation, or
promise made by either party hereto, or by or to an employee, officer, agent or representative
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CDC and St. Clair Gallery Agreement July 1, 2009 — October 31, 2009
of any party hereto shall be of any effect unless it is in writing and executed by the party to be
bound thereby.
J. Successors and Assigns. This Agreement shall be binding upon and
shall inure to the benefit of the successors and assigns of the parties hereto.
K. Construction. The parties acknowledge and agree that (i) each party is of
equal bargaining strength, (ii) each party has actively participated in the drafting, preparation
and negotiation of this Agreement, (iii) each such party has consulted with or has had the
opportunity to consult with its own, independent counsel and such other professional advisors
as such party has deemed appropriate, relative to any and all matters contemplated under this
Agreement, (iv) each party and such party's counsel and advisors have reviewed this
Agreement, (v) each party has agreed to enter into this Agreement following such review and
the rendering of such advice, and (vi) any rule or construction to the effect that ambiguities are
to be resolved against the drafting party shall not apply in the interpretation of this Agreement,
or any portions hereof, or any amendments hereto.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
the date and year first above written.
COMMUNITY DEVELOPMENT COMMISSION
OF THE CI fre ATIONAL CITY
Bv: -AA _'
ms: .
e
Br
Ex
or
ST. CLAIR GALLERY
(Corporation — signatures of two corporate
officers)
(Partnership — one signature)
(Sole propri orship — one signature)
By: F,A
/144
arolvn St. CI it
Sole Proprietor, Owner
APPROVED AS TO FORM: By:
(Name)
George H. Eiser, III
Legal Counsel
(Title)
9
CDC and St. Clair Gallery Agreement July 1, 2009 — October 31, 2009
EXHIBIT A
St. Clair Gallery Proposal
National City Art Center
Scope of Work (hourly):
Provide Project Coordination Services which include research for art, plan development
and coordination of the installation of art, including but not limited to the items below:
• Displays
o Framed displays
o Free-standing displays
o Interactive displays
o Window displays
• Track lighting
• Gallery rods
• Screens
• Signage & graphics
• Glass etchings
• Video transfer and editing
• Electronic
• Laser harp
Compensation (hourly):
Services will be provided at the rate of $29.40 per hour. The project will take
approximately 170 hours. Itemized invoices will be submitted on a monthly basis.
Scope of Work (lump sum):
Provide Video including editing, electrical connection and all necessary components for
operation.
Provide harp: Pay travel expenses for artist, oversee installation of art, including
coordination for electrical connection, and any other necessary components for proper
operation.
Compensation (lump sum):
400
Services will be provided at a lump sum rate not to exceed $19,400. Itemized invoices
will be submitted on a monthly basis. Travel expenses for the artist to be included within
this lu sum amount.
Carolyn St. Chair, Owner Date
08/21/2009 11:47 6194410610
STATE FARM
PAGE 02
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46
,«,u.AMCt
This certifies that
Certificate of Insurance
State Farm Are and Casualty Company, Bloomington, lwnois
State Farm General Insurance Company, Bloomington, Ilanois
State Fem., Fire and Casualty Company, Aurora, Ontario
State Farm Florida Insurance Company, water Haven, Florida
State Farm Lloyds, Danes, Texas
insures the following policyholder for the coverages indicated below:
CAROLYN ST CLAIR
11240 MANZANITA ROAD
Policyholder
Address of policyholder
Location of operation$
Description of operations
The policies listed below have been issued to the policyholder for the policy periods shown. The insurance described in these policies is
subject to all the terms, exclusions, and conditions of those policies. The limits of liability shown may have been reduced by any paid claims.
Policy Period Umlts M Liability
Policy Number Type of Insurance Effective Date Expiration Date � (at baglnnirt� of policy perod)
BODILY INJURY AND
PROPERTY DAMAGE
SAME
FRAMING
90-BM W767-2
This insurance intiudes:
Policy Number
Comprehensive
Business Liability
08-20-2009
Products - Completed Operations
Contractual Liability
Personal Injury
Advertising Injury
EXCESS LIABILITY
Umbrella
Other
1
08-20-2010
Each Occurrence
General Aggregate
Product - Completed
Operations Aggregate
Policy Period BODIL INJU AND PROPFflTY DAMS
Effective Date i Expiration Date (Combined Single Limit
Workers' Compensation
and Employers Liability
$ 1,000,000.00
$ 2,000,000.00
Each Occurrence $
Aggregate _ $
Policy Period
Effective Data Expiration Date Part 1- Workers Compensation - Statutory
Part II - Employers Liability
Each Accident $
Disease - Each Employee $
Disease - Polity Limit $
Policy Number
Type of Insurance
Policy Period Limits of Liability
Effective Date Expiration Date (at beginning ollcy period)
THE CERTIFICATE OF INSURANCE IS NOT A CQNTRACT OF INSURANCE AND NEITHER AFFIRMATIVELY NOR NEGATIVELY
AMENDS, EXTENDS OR ALTERS THE COVERAGE APPROVED BY ANY POUCY DESCRIBED HEREIN.
Name and Address Of Certification Holder
CERTIFICATE HOLDER:
CITY OF NATIONAL CITY
CIO CITY ATTORNEYS OFFICE
1243 NATIONAL CITY BLVD
NATIONAL CITY, CA 91950-4301
IT HAS BEEN REQUESTED THAT THE FOLLOWING BE ADDED AS
ADDITIONAL INSURED:
THE CITY OF NATIONAL CITY, ITS ELECTED OFFICIALS,
OFFICERS, AGENTS, AND EMPLOYEES
1243 NATIONAL CITY BLVD
NATIONAL CITY, CA 91960-4301
1001280
If any of the described policies are canceled before
their expiration date, State Farm® will ty to mail a
written notice to the certificate holder :50
days
before cancellation. If we fail to mail such notice, no
obligation or liability will be imposed on State Farm or
its agents or representatives,
Signature of Authorized - epre : • (Olive
AGENT
Title
LINDA TERPSTRA
Agent Name
Telephone Number (619) 441-8805
08202009
Date
Agents Coda Stamp
Agent Code L TERPSTRA 55-3129
APO COOe 0E75994
io6109.9 oa-is4009
SAN DIEGO SOUTH- EAST F410
08/21/2009 11:47 6194410E10
STATE FARM PAGE 03
BUSINESS APPLICATION - BUSINESS POLICY
State Farm General Insurance Company
I lom(? ntIk • 1plIll t1,I 161710
Fri:11orroI 1.r/tr-.11ItrO No. 1 ),,•1 . ,.•
ik>1.11 Pru•noirro •,.il
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1_711y codr•
(11s1.411y.t, he, vry,rorj1Ifi'; 1111,111rIS
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90-BM-W767-2
08/21/2009 11:47 6194410610 STATE FARM
PAGE 04
BUSINESS APPLICATION - BUSINESS POLICY
State Farm General Insurance Company
Horne Office, E3loomington, IL. 61710
ADDITIONAL INTERESTS:
Typo: Named Additional Insured
Type of insured: Other (add'l charge May apply)
Narr10; I I It COY QI- NATIONAL. CI Y. rS ! JE(;1l l) rll F I(;I�.1 S. C>I FICI-RS
Street 1243 NATIONAL CITY r;LVD)
City: NATIONAL CITY
Stale/Province: CA
ZIP/Postal code: 01050 4301
Subset Code:
Loan #:
BILLING:
Minimum amount duo: $41.80
Put application on SFPP: Yes
Payment Options
Payment type is credit/debit card;
No
Payment type is premium transfer from
other policy: No
Annual premium: S250.00
Amount paid: S0.00
Balance due: SO.00
RIND:
Application taken date; 00-20-2009
Application taken time: 12 .17 PM
Promises Inspected on: 00-20-2000
Premises inspected by: 1 1 r1/l s rl�A
Did an underwriter authorize this submission No
•REMARKS:
90-BM-W767-2
will 1111mi , r photo I U U o boon camera gels. borne insured with 41 already under / 0652.8 (). CPtn wr; waive photo requirement?
Regarding Your Coverage Amount...
!I is up U) you 10 choose the coverages and limits Ihot moot your nocals. Wc: recommend Ina: you purchase a coverage limit equal to Iho oslirrtated
repl0Cemertt cost of your building. Replacement cost r1sitiau+tes are 0v1ailablo from building conli0 Igrs and replacement cost appraisers. or, your agent can
provide Un estimate from Xactwarc:, Inc.lk) using information you prpv(r.1Q ab0u1 your building, We r;ar1 accept the type 01 estimate you Choose as long as it
lurivrrles a reasonable level of detail about your building State urns (.IUDs nor 11Ir(lrant0c Ihu1 any estimate will be the actual future cost to rebuild your building.
I lirlher 1II11ag are available at higher premiums. 1 °woe limits are also; av;vlablu. which if scleetc'-d may make certain coverages unavailable to you. We encourage
ynu lie Uoiiodii;2illy reviuw your coverages and limbs wills you) ago))) ;m(f li, n0ihly no of ally c))rull)(::s Ur additions to your building.
APPLICANTS) ACKNQWLEDGDMENT:
Eiy submission of this application, you agree that: (1) You have read this application. (2) your statements on this application are
Correct (3) the coverages including options and endorsements. and the amounts of coverage on this application are those chosen
by you, and (4) the premium charged must comply with State Farm's rules and rates and may be revised.
1'ooe :3 of 3
i:uir;rbL 70pb 1;5!1/r 71E;
08/21/2009 11:47 6194410610
STATE FARM PAGE 05
^: I '12 -.._..
BUSINESS APPLICATION - BUSINESS POLICY
State Farm General Insurance Company
I-10171e 01ficu L31oo1riinglor1, It_ 61710
IS the applicant an existing State Farm eliStomor. Yf:S
Itr:ctive Date'' l)7i i)1! ;'(111'1 Expiration Oat.e;(:ll O') ,201()
AGENT:
St31eIProvincc:(:/1
App Dates)8 G J 2009)
Apr) T)rnc:12.1 7 l'M
Agent; I Inch 1e'4ll;;l!u Agent Code ; '>1, .41;10 AFO Code: F410
111Ilu `; Ic ipyur,l los Ailey Inc
Agr,nt's L)CeliSe Identification 4: DI./5C)04 C Identification 4.
CUSTOMER:
Applicant:
• (he Named appllci.int is
; Mailuig Address:
\II? r;nl•?C)I YN
Individual
1124(1 MAN/ANI I I21 )
I AKI ;-lll,)I CA 97(14(I 1(1')1
140mr; Phone Business Phone
1,114 ;t
SSNISIN/Tax 117 t:
I. mail ACklrCss: ?; I I .1 %>.II('0Q1(0.:OX NI t
LOCATION it: 1
LOCATION OF PROPERTY
Street: 11240 MPrvni,i1U i2r1
Lily: I ;rkt side.
Suite/Province: (IA
/lr'/Postal co(l(: 92040 1024
County:::; �N I )11 c:itJ
COVERAGES
Ccil PhOn<) Fax It
DC'ClUct1L>Ic Amount Si i,'.)U
90-BM-W767-2
13 Business PcrS(>rtal Property
,11111
120.0.gi;ri11(''Il Co:41
Total RC/ACV • Business Personal Prgpnrty 1 '1i,)tl
C. Loss of lncom< (12 Morphs)- actual Io;5s SUstalnc(1 I,1l:l, 1, LvsS nl I i(:OI11C
L. t3usincSS Lidb!lity 51 (No Ow
N(,) I r 1 HP ,jnn(IAI 1)1 iOu„rJ;]1C ;Ind I >I(IQu,;IS (.(Ql11p14'I41ri ' :11(:I,ilc)ns /\tlyll470:111! 'MOS SIR? C01J01 (0 2 11111C(i tIIC ( )GGul 1CQ i11n1
M. Medical Payments ;`, 1>1)(
NIIII 21:1!InP,I I(i Meor:c;{Irn-:ncr7 ;In(1 aluhl;l Ytr)<)i, ,1n1 n111:,
1'O1h1 BASIC; PREMIUM .;i".I(l lli)
DISCOUNTS/CHARGES
Security guard employed exclusively by
1hr, Insured and no duty filter hours: N
Numbr>r (t yeiir(s) business has been at this Iocation 11:
Year Insured with Stet° Form commercial:
Numl7er of yelps in husin0SS:
Nl.11"I7r of years business has been (nsured:
Year built.
Prll Slues( in residence
F)cductit>le acf)Ilhbnent
OPTIONS/ENDORSEMENTS
l (I<i)C ` 01 :4
Interinsurance Exchange of the Automobile Club
Mailing Address: P.O. BOX 25001 SANTA ANA, CALIFORN1P. 92799-5001
BINDER OF INSURANCE
Name and Address of L.ienholder or Additional Insured
City of National City Ele:ited Officials, Officers, Agents, and Employees
1243 National City Blvd.
National City, CA 91950
Policy Number: G 8746616
NOTICE TO LIENHOLDER
IN THE EVENT OF CANCELLATION OF THIS
BINDER, THE EXCHANGE WILL GIVE THE
LIENHOLDER 10 DAYS' WRITTEN NOTICE OF
CANCELLATION.
Loan Number:
The Interinsurance Excha ige of the Automobile Club hereby acknowledges itself bound to the named insured for the coverages specified in the
schedule subject to all the provisions of the Exchange's applicable policy form. The issuance of a policy to the named insured or, if a policy is in force,
the issuance of an endorsement covering the automobile, boat or trailer described herein shall void ttiis binder. A pro rata premium charge computed for
the term of coverage in ac ;ordance with the current rates of the Exchange in effect at inception of the binder will be made unless such a policy or policy
endorsement is issued. This binder shall not be construed to afford cumulative insurance with any existing policy.
Name of Insured: ST'CLAIR, CAROLYN A AND NORMAN L
DESCRIPTION OF AUTOMOBILE, BOAT, OR TRAILER
Car No.
Year
Trade Name
Type of Body or Boat
Identification Number
2
2003
NISSAN
FRONTIER
1N6DD26T23C433838
3
2002
CF RYSLER
PT CRUISER
3C4FY48B32T304218
AUTOMOBILE IN'5URANCE
LIMITS OF LIABILITY
'✓" indicates coverage bound and afforded.
Car # 2
Car # 3
Bodily Injury Liability
$ 1000 thousand dollars, each person
$ 1000 thousand dollars, each occurrence
�,
11,4
Property Damage Lial:iility
$ 1000 thousand dollars, each occurrence
M
PI
Medical Payments
$ each person
■
■
Underinsured/Uninsu ied Motorists
Not Less Than $15,000 each person($30,000 each accident
■
■
Comprehensive (incl. . ire and Theft)
(a) Actual Cash Value less $ deductible
•
■
(b) Limit of Liability of $ less $ deductible
■
■
Collision
(a) Actual Cash Value less $ deductible
0
■
(b) Limit of Liability of $ less $ deductible
• Uninsured Deducti ale Waiver
■
■
Uninsured Collision
0
.
WATERCRAFT INSURANCE (Boat)
LIMITS OF LIABILITY
"✓' indicates coverage bound and afforded.
Bodily Injury Liability and Property
Damage Liability
Thousand Dollars, each occurrence
Actual cash value not to exceed Limit of Liability of
$ less $ deductible
Physical Damage
Effective Date of Binder: 08/20/09
12:01 A.M.
This binder shall expire 30 days from the effective date or may be cancelled by the named insured at any time during such 30-day period. The Exchange
may cancel this binder by nailing to the named insured at the address shown above written notice stating when, not less than 10 days thereafter, such
cancellation shall be effect ve. The mailing of such notice shall be sufficient proof of notice.
District Office: PMGCM ISS
By: CIRO ROSALES
(Authorized Representative)
30510
ACSC Management Services, Inc.
ATTORNEY -IN -FACT
Ed. 11-04
Z001j
SSI DSDV 0£89 988 I'TL XVJ 8T:60 GUM 600Z/6T/80
State Farm Geneiati‘ttiatice Company
900 Old River Rd
Bakersfield, CA 9311OOO
91F410 H
00e/q 5
ST CLAIR, CARDLYW,',
11240 MANZANITA
LAKESIDE CA 92040-i.0
St.Clair Gallery
Location: Same as MailingiA resS
No: 1047351512
Loss Prov!,,
Al Replacement Cost
B1 Limited Replacement C4f,t 'N(Prd
Forms, Options, and Endorsements
Horne Business Policy
Increase Dwlg up to $56 840
Ordinance/Law 10%/ 2842O—
Jewelry and Furs $1,50042.;5
Let-fdersiess Payable
loy :Endorsement
vA'Loss
:eepage Or Leakage EXolu'00 Fungus Sto
0110 M910
ftingtjS (includingE&OU
MotorVehicle Endorsement
Registered Business Partnrship
pentinued on next page
• NOTICE: Information can
cl you have any questions.::
Lz_
• This policy includes Building Code Upgrade Coverage of $28,420.
4
• Claims and information from other State Farm policies in CA that according to State Farrn'reaordS;-have
„
name and address in common with this poliCy;may have been uSedle,determine the premium thoWn,
RENEWAL CERTIFICATE„,
OWE
eatiap
' Up To
10
7760416,
5705
4°4-/c4V44. 211rLIev-e-atc4w kiAte.yir castoffe, e
Aa t NDA S T PSTRA INS AGCY INC
$284,200
40,000
213,150
Actual Loss
Sustained
500
If you have moved, please coritaotYoUr agent.
See reverse side for important information. -
State Farm Generallnsmrance Company
900 Old River Rd
Bakersfield, CA 933i t-6p(K}._„ x..
0 H
00223Q
ST CLAIR, CAROLYN
11240 MANZANITA RD
LAKESIDE CA 92040_1
Location: Same as Mailing Addres
P..No' 1:04735'15
Las;Settcement
Al Reptacernent Gosh
81 Limited "Repfacemeit
Forms, Options, and Endorsements . .
Homeowners Policy
Increase Dwlg up to $56 840
Ordinance/Law 10%/ 28 420,:
Jewetry end Furs $i ,500E 2;50
ndorse
oss
IO#1 Fun'gu
Fungus (including=,tiro
Motor"Vehicte FndoTsenient F£-5452
Registered Domestic Partnrship FE-5383
Continued on next page
NOTICE: Information con
you have any queStionsi'_
.RENEWAL CERTIFICAT
es in' yourpolicy language isinclude
8 This policy includes. Building' Cede Upgrade Coverage of $28,420.
N
Q
ection 1
Up To
ent if
Claims and information train other State Farm policies in CA:ihat according to State Farrn records; have.a
name and address in common with this policy, may have been used to determine the premium shown.
5705 401B I Melt LINDA S T PSTRA INS AGCY INC
$284,200
40,000
213,150
Actual Loss
Sustained
500
$1,123.0(
If you have moved, please contact youragent.
See reverse side for important informatidxt.
3 (o 1/ 3z.
STATE FARM INSURANCE
LINDA S TERPSTRA INS AGCY
INC
PRESIDENT
LIC# 0E75994
TO:
LYNN CUTE,
COMPANY:
FAX NUMBER:
FACSIMILE TRANSMITTAL SKEET
FROM:
Donna
DATE,
8/21 /200911:49 AM
'COTAL. NO. OF PAGES INCLUDING COVER
5
❑ URGENT ® FOR REVIEW ❑ PLEASEi COMMENT ❑ PLEASE REPLY 0 PLEASE R.ECYCLF.
NOTES/COMMENTS:
1 have faxed you the application in addition to the cert. Please note that the City of
National City has been added as additional insured. The balance of the verbiage as you
can see was cut off by the computer but will be on the finished policy.
Donna Berdux
1530 JAMACHA ROAD SUITE J
EL CAJON, CA. 92019
PHONE:619-441-8805 FAX:619-441-0610
AMNSOSMIWIIMMIPMM
I0 3Jdd
WelVd 31d1S
0I90I17176I9 LI IT 600Z/IZ/80
I1TCORp0RA1 ED J
OFFICE OF THE CITY CLERK
1243 National City Blvd.
National City, California 91950
Michael R. Dalla, CMC - City Clerk
619-336-4228 phone • 619-336-4229 fax
ST. CLAIR GALLERY
Consulting Services
Denise Davis (CDC) Forwarded Copy of
Agreement to Consultant