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HomeMy WebLinkAboutContracts & Agreements_94-2002_CCv0001.pdf INDEPENDENT CONTRACTOR AGREEMENT This Agreement is made and entered into this 18th day of June,2002 by and between the City of Redlands,a municipal corporation,("City")and Larry Noble,dba Noble Studio,("Contractor"). AGREEMENT Section 1. Artistic Services. In commemoration of the September 11, 2001 terrorist attack,Contractor shall design for City an eleven foot(I V)bronze sculpture,including its base,and shall provide for an oversee the casting and installation of the sculpture (the "Artistic Services"). The Artistic Services shall include, but not be limited to, Contractor's provision to City of the necessary sketches to delineate both the concept and pose of the bronze sculpture, a model photo session, the production of the final clay molds, the casting and finishing of the bronze sculpture, including patina, along with delivery to, and installation at, City's selected site. Section 2. Payment. City shall pay Contractor the sum of Forty Thousand Dollars ($40,000) for the Artistic Services provided under this Agreement. Payment shall be made in two equal installments. The first installment of Twenty Thousand Dollars shall be due and payable on June 20, 2002. The second installment of Twenty Thousand Dollars shall be due and payable on September 12, 2002. Section 3. Design, Casting and Installation. A. Contractor shall prepare drawing sketches of the bronze sculpture for City's approval. After receiving City's approval of the sketches,Contractor shall commence preparation of aphysical, clay model of the bronze sculpture. After receiving City's approval of the clay model, Contractor shall contract with Artworks Foundry in Berkeley,California to provide the necessary molds for the bronze sculpture as well as the casting of the sculpture. Contractor shall be responsible for directly supervising the work of Artworks Foundry to ensure that the bronze sculpture is fabricated in accordance with the sketches and the clay model. In the event City representatives are unable to visit Noble Studio to view the sketches and models described herein,Contractor shall provide City with photographs of sufficient quality to enable City to make such approvals without visits to Noble Studio. B. After casting of the bronze sculpture, Contractor shall take the appropriate steps to provide a"patina"for the sculpture. "Patina" shall mean the description of the surface coloration of the sculpture-, which shall be accomplished through Contractor's application of various chemicals to the surface of the sculpture under heat or flame treatment. Different chemicals will produce different results attaining the final color of the bronze sculpture and City agrees that the"patina"will be in the sole discretion of Contractor. C. Contractor shall provide a design and construction specification for a base for the sculpture to City. City shall be responsible for the construction of the base. fAca\dirrAgreemen&Noble Studio 2.wpd I D. Upon completion of the bronze sculpture, Contractor shall be responsible for its installation at City's Smiley Park,at a site designated by City and upon a base to be provided by City. Installation of the bronze sculpture shall occur prior to September 11, 2002. Section 4. Sales Taxes. City represents to Contractor that the bronze sculpture that is the subject of this Agreement is being commissioned as part of the permanent collection of City,as public art for display to the public in a public park which shall be open to the public not less than 20 hours per week for not less than 3 5 weeks of th calendar year. Accordingly,Contractor and City agree that City's purchase of the bronze sculpture is exempt from state sales tax pursuant to California Revenue and Taxation Code section 6365. Section 5. Indemnify. Contractor shall defend, indemnify and hold harmless City, its elected officials, officers and employees from and against any and all actions, claims, demands, lawsuits, losses and liability for damages to persons or property,including costs and attorney fees, that maybe asserted or claimed by any person,firm,entity,corporation,political subdivision or other organization arising out of or in connection with Contractor's negligent and/or intentionally wrongful acts or omissions under this Agreement;but excluding such actions,claims,demands,lawsuits and liability for damages to persons or property arising from the sole negligence or intentionally wrongful acts of City, its officers or employees. Section 6. Independent Contractor. It is the express intention of the parties hereto that Contractor is an independent contractor and not an employee of City. Nothing in this Agreement shall be interpreted or construed as creating or establishing a relationship of employer and employee between City and Contractor. Both parties acknowledge that Contractor is not an employee for State tax, Federal tax or any other purpose. Section 7. Discrimination Prohibited. In the performance of this Agreement and in the hiring and recruitment of employees, Contractor shall not discriminate on the basis of race, creed, color,religion, sex,physical handicap, ethnic background or country of origin.. Section 8. Notices. Any notice to be given pursuant to this Agreement shall be deposited with the United States Postal Service,postage prepaid and addressed as follows: CITY: CONTRACTOR: John Davidson, City Manager Larry Noble P.O. Box 3005 Noble Studio Redlands, California 92373 PO Box 2229 Crestline, CA 92325 Nothing in this paragraph shall be construed to prevent the giving of notice by personal service. Section 9. Assimment. Contractor shall not assign or subcontract any part of the Services subject to this Agreement without first obtaining the written consent of City. 1:"Ica',,.djn-`,Agre,emen&-Noble Studio 2.wpd 2 Section 10. Modifications. No change or modification of the terms or provisions of this Agreement shall be deemed valid unless made in writing and signed by both parties. Section 11. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California. Section 12. Entire Agreement. This Agreement represents the entire agreement of the parties hereto as to the matters contained herein and supersedes any and all prior written or verbal agreements between the parties. IN WITNESS WHEREOF,the parties hereto have executed this Agreement on the day and date first shown at Redlands, California. CITY OF REDLANDS By: Karl N. Haws, Mayor ATTEST: Lorri/e Poyzer, Ct,(y/ork NOBLE STUDIO By: �w Larry Noble, dba Noble Studio L\ca\dityiiAuementMoble Studio 2.wpd 3