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HomeMy WebLinkAbout8.2 PublArtMstrPlanConslt CITY CLERK File # AGENDA STATEMENT CITY COUNCIL MEETING DATE: June 3, 2003 SUBJECT: Consultant Services Agreement for Public Art Master Plan Report by Theresa Yvonne, Heritage and Cultural Arts Supervisor ATTACHMENTS: 1. Resumes 2. Agreement RECOMMENDATION: 1. Approve agreement  2. Authorize Mayor to execute agreement 3. Approve formation of Public Art Task Force and authorize Staff to solicit representatives FINANCIAL STATEMENT: The consultant will be paid a fixed fee not to exceed $15,000. Sufficient funds are available in the FY 2002-2003 Budget to initiate the agreement; the balance will funded in FY 2003-2004 DESCRIPTION: In 2001-2002 the Dublin City Cotmcil rated as a high priority goal: "the creation of a Public Art Master Plan for the City of Dublin". The Public Art Master Plan will provide a comprehensive plan to formally articulate the City's goals and objectives and establish guidelines for the operation of the City's Public Art Program. At the February 18, 2003 meeting of the Dublin City Council, the Council authorized Staff to circulate a Request for Proposals for consultant services for the preparation of the Public Art Master Plan. Six proposals were received. A committee consisting of the Community Development Director, Parks & Community Services Director, Heritage and Cultural Arts Supervisor and one representative from the Heritage and Cultural Arts Commission interviewed four of the candidates. The consulting firm that is recommended is Wright Consulting, headquartered in Felton, Ca. The consulting team is Virginia Wright, principal, and Jerry Allen, senior associate. Ms. Wright has successfully completed a number of public art and community cultural plans. In 2001 Wright Consulting completed the Public Art Master Plan for the City of Stockton, which was adopted unanimously by City Council. In 2000, Ms. Wright was project manager for the City of San Jose Public Art Master Plan. In 1998, she worked as a Project Associate, with Jerry Allen and Associates, on the City of Santa Cruz Public Art Master Plan. She developed a community cultural plan for the City of Gilroy that resulted in the creation of the first city staff position dedicated to the arts, and recently completed a community cultural plan for Carson City, NV. Other recent work includes an evaluation of the City of San Jose's Arts Programs and a restructuring of the Cultural Council of Santa Cruz County's Grants Programs. COPIES TO: Wright Consulting/Heritage and Cultural Arts Commission G:\COUNCILL~genda Statements~2003\6-3 agreement for public art consultant.doc Mr. Allen brings twenty-five years experience in the public art field to this project. He was the Visual Arts Coordinator for the King County Arts Commission (Seattle) in the mid-seventies. King County had one of the earliest percent for art programs in the nation. After serving as Executive Director of the King County Arts Commission, Mr. Allen became the Director of Cultural Affairs for the City of Dallas, Texas. In that position, he developed the Cities' first public art master plan resulting in the passage of the first percent for art ordinance in Texas. Mr. Allen has consulted widely in the development of public art programs, advising such diverse cities as New Orleans, St. Louis, Montreal, Denver, Sacramento, Nashville, Corpus Christi, Milwaukee, Charlotte, NC, San Diego, Reno, NV and Ogdon, UT. Mr. Allen has developed a Public Art and Design Plan for Broward County (Ft. Lauderdale), a Public Art Plan for Alameda County, and a Public Art Master Plan for Santa Cruz resulted in the City passing its first two-percent public art ordinance. For nearly six years, he served on the Steering Committee for public art at the new Denver International Airport, advising the city on the allocation of more than $7.5 million in public art projects. Resumes for both Ms. Wright and Mr. Allen are Attachment 1. Attachment 2 is the Consultant Services Agreement for the Public Art Master Plan. Exhibit A to the Agreement is a detailed scope of work for the project. As part of their proposal Wright Consulting recommends forming a Public Art Task Force for the planning process. The suggested make up of the task force is as follows: · (2) Representatives from the Artist community · (2) Representatives from the Development community (1) Representative from the Heritage and Cultural Arts Commission · (1) Representative from the City Council · (2) Representatives from the community at large. · (1) Representative from the Dublin Fine Arts Foundation The Task Force, along with designated Staff will identify key issues and people, provide guidance to the consultant on Dublin's culture, review draft plans and make a final recommendation on the Public Art Master Plan to the Heritage and Cultural Arts Commission and City Council. The following is the projected time line for the Public Art Master Plan: · June 3, 2003 City Council to Award Consulting Services Agreement · June 13, 2003 Orientation for Consultant · July 2003 Formation of Public Art Task Force · August 2003 Public Art Task Force Meeting 1 · September 2003 Public Art Task Force Meeting 2 · October 2003 Draft of the Public Art Master Plan · November 2003 Public Art Task Force Meeting 3 · December 11, 2003 Public Art Master Plan to Heritage and Cultural Arts Commission for review · January 6, 2004 Public Art Master Plan to City Council for approval. RECOMMENDATION: It is the recommendation of Staff that City Council approve the agreement with Wright Consulting and authorize the Mayor to execute the agreement. It is further recommended that the City Council approve the formation of a Public Art Task Force and authorize Staff to solicit interested persons to participate on the Task Force for appointment by the Mayor. Jerry' Allen 444 Hoover Road, Soquel, CA 95073 831/465~1953 jallen9876~aol.com Work Experience Director of Cultural Affairs, City of San Jose, CA. 1992 - present. Manage Office of Cultural Affairs, overseeing grants and contracts of more than $10 million, 5-year public art program with 180 projects valued at $32 million, management of 140 festivals and celebrations, arts education programs, arts incubator and responsible for the planning and development of new cultural facilities. Executive Director, Yerba Buena Center for the Arts, San Francisco. 1989 - 1992. Founding Director of Arts Center, overseeing construction of $40 million facility that included two theaters, three galleries, a film screening theater and an outdoor performing arts space. Director of Cultural Affairs, City of Dallas, TX. 1983 - 1989. Managed the Office of Cultural Affairs, overseeing $6 million in grants and managing four cultural facilities, including the historic DeGolyer Estate, two neighborhood cultural centers and the Meyerson Symphony Center. Developed the City's 1.5% for art program. Executive Director, King County Arts Commission, Seattle, WA. 1997 - 1983. Managed grants programs in excess of $1 million annually and oversaw the County's pioneering percent for art program. Initiated the 1979 International Earthworks Symposium. Consultin~ Cultural Planning: Developed community cultural plans for numerous cities, 1986 - 2001. Clients have included Denver, CO, Los Angeles, CA, Montgomery County, MD, Broward CountY, FL and most recently Reno, NV. Currently developing an Arts District plan for Minneapolis, MN. Public Art Master Planning: Developed public art master plans for numerous cities and counties 1984 - 2001. Clients have included Milwaukee, WI, Broward County, FL, Alameda County, CA, Dallas, TX, Ogden, UT, Santa Cruz, CA and Charlotte, NC. Currently developing public art master plans for San Diego, CA and Reno, NV. Other Consultant Activities: Numerous consulting engagements in areas of organizational development, board and leadership training, program development, cultural diversity and funding raising. Rev. 10/24/01 ATTACHMENT 1 Other Professional Activities Board of Directors: Americans for the Arts 1986 - present, Public Art Network 1999 - present, Forecast Public Artworks 1996 present, San Francisco Festival 2000 1989 - 1990, Dallas Arts District Foundation 1983 - 1989 Other Service: Frequent panelist for NEA and other grant-making agencies. Frequent speaker or workshop leader for national and regional arts and planning organizations. Education University of Puget Sound, Bachelor of Fine Arts, Sculpture and Design. 1973. University of Washington, graduate study in studio art (sculpture). 1973 - 1976. Rev. 10/24/01 Page.2. %, ..~,., ~, VIRGINIA WRIGHT 258 Circle Drive, Felton CA 95018 · ph. 831 335-0515 fx. 831 335-0513 vawright@aol.com 'CURRENT EMPLOYMENT Principal. Wright Consulting provides a wide variety of strategic, marketing and business planning services to arts organizations, and offers cultural and public art planning and market research services to governments, foundations and local arts agencies. PROJECT/CLIENT LIST Foundations, Government and Local Arts Agencies Grants Program Restructuring Process Facilitation and Analysis, Cultural Council of Santa Cruz County, Current Performing Arts Theaters Booking Policy Analysis, City of San Jose, Fall 2002 Big Basin Redwoods State Park Centennial Celebrations -' Marketing, Program Development and Project Management. Mountain Parks Foundation, Felton, CA. 2001/2002 Program Evaluation for the Office of Cultural Affairs City of San Jose. Bay Consulting. Spring/Summer - 2002 Grant writing for environmental education programs, Mountain Parks Foundation, Felton, CA 2001 Carson City Community Cultural Assessment and Plan. Brewery Arts Center, Carson City, NV. 2000/01. San Jose Arts Space Study. City of San Jose. Winter 2000/01 San Jose Public Art Master Plan Project Coordination. City of San Jose. Spring 2000 Stockton Public Art Master Plan. City of Stockton. Summer 2000 Research Project Manager. Cultural Initiatives Silicon t/alley. Summer 1999 Database and Administrative Systems Design (CISV), Artist Fee Program support, and Market Research Survey. City of San Jose. 1998 City of Santa Cruz Public Art Master Plan. Jerry Allen and Associates. July 1998 City of Gilroy Cultural Facility Feasibility Study. AMS Planning and Research. Jan. 1998 Gilroy Community Cultural Plan. City of Gilroy. December 1997 Arts and Culture Program Research for Gilroy, Milpitas, and the Mayfair District of San Jose. The Wolf Organization. For the Community Foundation of Santa Clara County. June 1997 Arts and Cultural Organizations Strategic Plan. Museum of Art and History, Santa Cruz Current Merger Negotiations. Chamber Music Monterey Bay and Carmel Music Society, with La Piana Consulting. Current. Strategic Plan. Winchester Orchestra of San Jose, Winter 2002/2003 Strategic Marketing Plan. Mission Chamber Orchestra, San Jose. Spring 2002 Strategic Plan. Chamber Music Monterey Bay. Spring 2002. Strategic Marketing Plan. Shri Krupa Dance Company, San Jose. Spring 2002 Strategic Plan. South Bay Guitar Society, San Jose. Spring 2001 Strategic Plan. South Bay Multicultural Artists Guild, San Jose. Winter 2000/01 Strategic Plan. Shri Krupa Dance Foundation, San Jose. Spring 2000 Board Development. South Bay Guitar Society, Spring 2000 Membership Plan. South Bay Guitar Society, Winter 1999 Board Development. San Jose Multicultural Artist Guild. Winter 1999 Strategic Marketing Plan. Kaisahan Filipino Folk Dance Company. Fall 1999 Operations Plan. South Bay Guitar Society. Summer 1999 Marketing Pre-plan. Mexican Heritage Corporation of San Jose. Summer 1997 Wright, page 2 EMPLOYMENT May 1994- June 1997 Associate Director. The Arts Council Silicon Valley San Jose, CA. Supervised grant-making and fundraising training programs and staff. Managed financial, personnel, information systems and special projects. Served on the Board of Director's program and finance committees. Assumed managemem in absence o£the executive director. April 1990 - May 1994 Business Manager. The Global Fund for Women Menlo Park, CA. Responsible for all financial and administrative needs of an international grant-making organization. Developed business systems as organization grew from $600,000 to $1.8 million annual budget. 1986- 1990 Co-Director. Soviet American Performing Arts Exchange San Francisco, CA. Founder and co- director of a Soviet-American cultural exchange organization that brought Soviet Artists to the US, and US Artists to the SU. 1980- 1990 Administrative Assistant. US Information Moscow, San Francisco, CA Administrative Assistant. Dance Through Time, San Francisco, CA. Dancer. Performed and taught modern dance in Santa Cruz, New York and Los Angeles. EDUCATION Masters in Business Administration, with a concentration in marketing management and research. Santa Clara University. July 1998. Bachelors of Arts, Magna Cum Laude. San Francisco State University. Graduated with Department Honor in International Relations. May 1988. Dance major, Cabrillo' College, Aptos 1980 Recent Training, Workshops & Conferences: Strategic Partnerships Consultant Training La Piana Consulting~ Implementation, November ¢002; Consultant Training II, April 2002; Consultant Training I, May 2001. National Arts Marketing Conference, Arts & Business Council, October 2001 Advanced Board Training, National Center for Nonprofit Boards, October 2001 Americans for the Arts Annual Conference, July 2001 Facilitation Workshop, Institute of Cultural Affairs, March 2001 Strategic Leadership in a Changing Environment, National Arts Stabilization, October 1999 RECENT VOLUNTEER PROJECTS AND ASSOCIATIONS Member, Americans for the Arts - current Member, Cultural Council Associates - current Member, Central Coast Consulting Group - current Board Member, Dr. Schaffer and Mr. Stern Dance Company, Santa Cruz 1996 - 2001 Task Force Co-Chair for Public Art, Santa Cruz County Cultural Action Plan 1999 CONSULTING SERVICES AGREEMENT BETWEEN THE CITY OF DUBLIN AND WRIGHT CONSULTING THIS AGREEMENT for consulting services is made by and between the City of Dublin ("City") and Wright Consulting ("Consultant") as of June 3, 2003. Section 1. SERVICES. Subject to the terms and conditions set forth in this Agreement, Consultant shall provide to City the services described in the Scope of Work attached as Exhibit A at the time and place and in the manner specified therein. In the event of a conflict in or inconsistency between the terms of this Agreement and Exhibit A, the Agreement shall prevail. 1.1 Term of Services. The term of this Agreement shall begin on the date first noted above and shall end on March 1, 2004 and Consultant shall complete the work described in Exhibit A prior to that date, unless the term of the Agreement is otherwise terminated or extended, as provided for in Section 8. The time provided to Consultant to complete the services required by this Agreement shall not affect the City's right to terminate the Agreement, as provided for in Section 8. 1.2 Standard of Performance. Consultant shall perform all services required pursuant to this Agreement in the manner and according to the standards observed by a competent practitioner of the profession in which Consultant is engaged in the geographical area in which Consultant practices its profession. Consultant shall prepare all work products required by this Agreement in a substantial, first-class manner and shall conform to the standards of quality normally observed by a person practicing in Consultant's profession. 1.3 Assignment of Personnel. Consultant shall assign only competent personnel to perform services pursuant to this Agreement. In the event that City, in its sole discretion, at any time during the term of this Agreement, desires the reassignment of any such persons, Consultant shall, immediately upon receiving notice from City of such desire of City, reassign such person or persons. 1.4 Time. Consultant shall devote such time to the performance of services pursuant to this Agreement as may be reasonably necessary to meet the standard of performance provided in Section 1.1 above and to satisfy Consultant's obligations hereunder. Section 2, COMPENSATION. City hereby agrees to pay Consultant a sum not to exceed fifteen thousand dollars ($15,000), notwithstanding any contrary indications that may be contained in Consultant's proposal, for services to be performed under this Agreement. In the event of a conflict between this Agreement and Consultant's compensation proposal, attached as Exhibit B, the Agreement shall prevail. City shall pay Consultant for services rendered pursuant to this Agreement at the time and in the manner set forth herein, attached compensation schedule Exhibit B. The payments specified shall be the only payments from City to Consultant for services rendered pursuant to this Agreement. Consultant shall submit all invoices to City in the manner specified herein. Except as specifically authorized by City, Consultant shall not bill City for duplicate services performed by more than one person. Consulting Services Agreement between June 3, 2003 City of Dublin and Wright Consulting Paqe 1 of 12 ATTACHMENT 2 Consultant and City acknowledge and agree that compensation paid by City to Consultant under this Agreement is based upon Consultant's providing the services required hereunder, including salaries and benefits of employees and subcontractors of Consultant. Consequently, the parties further agree that compensation hereunder is intended to include the costs of contributions to any pensions and/or annuities to which Consultant and its employees, agents, and subcontractors may be eligible. City therefore has no responsibility for such contributions beyond compensation required under this Agreement. 2.1 Invoices. Consultant shall submit invoices based on the tasks completed. Invoices shall contain the following information: · Serial identifications of progress bills; i.e., Progress Bill No. 1 for the first invoice, etc.; · A Task Summary containing the original contract amount, the amount of prior billings, the total due this period, the balance available under the Agreement, and the percentage of completion; · At City's option, for each work item in each task, a copy of the applicable time entries or time sheets shall be submitted showing the name of the person doing the work, the hours spent by each person, a brief description of the work · The total number of hours of work performed under the Agreement by Consultant and each employee, agent, and subcontractor of Consultant performing services hereunder, as well as a separate notice when the total number of hours of work by Consultant and any individual employee, agent, or subcontractor of Consultant reaches or exceeds 800 hours, which shall include an estimate of the time necessary to complete the work described in Exhibit A; · The Consultant's signature. 2.2 Monthly Payment. City shall make payments, based on invoices received, for services satisfactorily performed. City shall have 30 days from the receipt of an invoice that complies with all of the requirements above to pay Consultant. 2.3 Final Payment. City shall pay the last 25% of the total sum due pursuant to this Agreement within sixty (60) days after completion of the services and submittal to City of a final invoice, if all services required have been satisfactorily performed. 2.4 Total Payment. City shall pay for the services to be rendered by Consultant pursuant to this Agreement. City shall not pay any additional sum for any expense or cost whatsoever incurred by Consultant in rendering services pursuant to this Agreement. City shall make no payment for any extra, further, or additional service pursuant to this Agreement. In no event shall Consultant submit any invoice for an amount in excess of the maximum amount of compensation provided above either for a task or for the entire Agreement, unless the Agreement is modified prior to the submission of such an invoice by a properly executed change order or amendment. Consulting Services Agreement between June 3, 2003 City of Dublin and Wright Consulting Page 2 of 12 2.5 Fees. Fees for work performed by Consultant shall not exceed the amounts shown on the following compensation schedule: Exhibit B. 2.6 Payment of Taxes. Consultant is solely responsible for the payment of employment taxes incurred under this Agreement and any similar federal or state taxes. 2.7 Payment upon Termination, In the event that the City or Consultant terminates this Agreement pursuant to Section 8, the City shall compensate the Consultant for all outstanding costs incurred for work satisfactorily completed as of the date of written notice of termination. Consultant shall maintain adequate logs and timesheets in order to verify costs incurred to that date. 2.8 Authorization to Perform Services. The Consultant is not authorized to perform any services or incur any costs whatsoever under the terms of this Agreement until receipt of authorization from the Contract Administrator. Section 3. FACILITIES AND EQUIPMENT. Except as set forth herein, Consultant shall, at its sole cost and expense, provide all facilities and equipment that may be necessary to perform the services required by this Agreement. City shall make available to Consultant only the facilities and equipment listed in this section, and only under the terms and conditions set forth herein. City shall furnish physical facilities such as desks, filing cabinets, and conference space, as may be reasonably necessary for Consultant's use while consulting with City employees and reviewing records and the information in possession of the City. The location, quantity, and time of furnishing those facilities shall be in the sole discretion of City. In no event shall City be obligated to furnish any facility that may involve incurring any direct expense, including but not limited to computer, long-distance telephone or other communication charges, vehicles, and reproduction facilities. Section 4. INSURANCE REQUIREMENTS. Before beginning any work under this Agreement, Consultant, at its own cost and expense, shall procure "occurrence coverage" insurance against claims for injuries to persons or damages to property that may arise from or in connection with the performance of the work hereunder by the Consultant and its agents, representatives, employees, and subcontractors. Consultant shall provide proof satisfactory to City of such insurance that meets the requirements of this section and under forms of insurance satisfactory in all respects to the City. Consultant shall maintain the insurance policies required by this section throughout the term of this Agreement. The cost of such insurance shall be included in the Consultant's bid. Consultant shall not allow any subcontractor to commence work on any subcontract until Consultant has obtained all insurance required herein for the subcontractor{s) and provided evidence thereof to City. Verification of the required insurance shall be submitted and made part of this Agreement prior to execution. 4.1 Workers' Compensation. Consultant shall, at its sole cost and expense, maintain Statutory Workers' Compensation Insurance and Employer's Liability Insurance for any and all persons employed directly or indirectly by Consultant. The Statutory Workers' Compensation Insurance and Employer's Liability Insurance shall be provided with limits of not less than ONE MILLION DOLLARS ($1,000,000.00) per accident. In the alternative, Consulting Services Agreement between June 3, 2003 City of Dublin and Wright Consulting Page 3 of 12 Consultant may rely on a self-insurance program to meet those requirements, but only if the program of self-insurance complies fully with the provisions of the California Labor Code. Determination of whether a self-insurance program meets the standards of the Labor Code shall be solely in the discretion of the Contract Administrator. The insurer, if insurance is provided, or the Consultant, if a program of self-insurance is provided, shall waive all rights of subrogation against the City and its officers, officials, employees, and volunteers for loss arising from work performed under this Agreement. An endorsement shall state that coverage shall not be canceled except after thirty (30) days' prior written notice by certified mail, return receipt requested, has been given to the City. Consultant shall notify City within 14 days of notification from Consultant's insurer if such coverage is suspended, voided or reduced in coverage or in limits. 4.2 Commercial General and Automobile Liability Insurance. 4.2.1 General requirements. Consultant, at its own cost and expense, shall maintain commercial general and automobile liability insurance for the term of this Agreement in an amount not less than ONE MILLION DOLLARS ($1,000,000.00) per occurrence, combined single limit coverage for risks associated with the work contemplated by this Agreement. If a Commercial General Liability Insurance or an Automobile Liability form or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to the work to be performed under this Agreement or the general aggregate limit shall be at least twice the required occurrence limit. Such coverage shall include but shall not be limited to, protection against claims arising from bodily and personal injury, including death resulting therefrom, and damage to property resulting from activities contemplated under this Agreement, including the use of owned and non- owned automobiles. 4.2.2 Minimum scope of coverage. Commemial general coverage shall be at least as broad as Insurance Services Office Commercial General Liability occurrence form CG 0001 (ed. 11/88) or Insurance Services Office form number GL 0002 (ed. 1/73) covering comprehensive General Liability and Insurance Services Office form number GL 0404 covering Broad Form Comprehensive General Liability. Automobile coverage shall be at least as broad as Insurance Services Office Automobile Liability form CA 0001 (ed. 12/90) Code 8 and 9 ("any auto"). No endorsement shall be attached limiting the coverage. 4.2.3 Additional requirements. Each of the following shall be included in the insurance coverage or added as an endorsement to the policy: a. City and its officers, employees, agents, and volunteers shall be covered as additional insureds with respect to each of the following: liability arising out of activities performed by or on behalf of Consultant, including the insured's general supervision of Consultant; products and completed Consulting Services Agreement between June 3, 2003 City of Dublin and Wright Consulting Page 4 of 12 operations of Consultant; premises owned, occupied, or used by Consultant; and automobiles owned, leased, or used by the Consultant. The coverage shall contain no special limitations on the scope of protection afforded to City or its officers, employees, agents, or volunteers. b. The insurance shall cover on an occurrence or an accident basis, and not on a claims-made basis. c. An endorsement must state that coverage is primary insurance with respect to the City and its officers, officials, employees and volunteers, and that no insurance or self-insurance maintained by the City shall be called upon to contribute to a loss under the coverage. d. Any failure of CONSULTANT to comply with reporting provisions of the policy shall not affect coverage provided to CITY and its officers, employees, agents, and volunteers. e. An endorsement shall state that coverage shall not be canceled except after thirty (30) days' prior written notice by certified mail, return receipt requested, has been given to the City. Consultant shall notify City within 14 days of notification from Consultant's insurer if such coverage is suspended, voided or reduced in coverage or in limits. 4.3 All Policies Requirements. 4.3.1 Acceptability of insurers. All insurance required by this section is to be placed with insurers with a Bests' rating of no less than A:VII. 4.3.2 Verification of coverage. Prior to beginning any work under this Agreement, Consultant shall furnish City with certificates of insurance and with original endorsements effecting coverage required herein. The certificates and endorsements for each insurance policy are to be signed by a person authorized by that insurer to bind coverage on its behalf. The City reserves the right to require complete, certified copies of all required insurance policies, at any time. 4.3.3 Subcontractors. Consultant shall include all subcontractors as insureds under its policies or shall furnish separate certificates and endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the requirements stated herein. 4.3.4 Variation. The City may approve a variation in the foregoing insurance requirements, upon a determination that the coverages, scope, limits, and forms of such insurance are either not commemially available, or that the City's interests are otherwise fully protected. Consulting Services Agreement between June 3, 2003 City of Dublin and Wright Consulting Page 5 of 12 4.3.5 Deductibles and Self-Insured Retentions. Consultant shall disclose to and obtain the approval of City for the self-insured retentions and deductibles before beginning any of the services or work called for by any term of this Agreement. During the period covered by this Agreement, only upon the prior express written authorization of Contract Administrator, Consultant may increase such deductibles or self-insured retentions with respect to City, its officers, employees, agents, and volunteers. The Contract Administrator may condition approval of an increase in deductible or self-insured retention levels with a requirement that Consultant procure a bond, guaranteeing payment of losses and related investigations, claim administration, and defense expenses that is satisfactory in all respects to each of them. 4.3.6 Notice of Reduction in Coveraqe. In the event that any coverage required by this section is reduced, limited, or materially affected in any other manner, Consultant shall provide written notice to City at Consultant's earliest possible opportunity and in no case later than five days after Consultant is notified of the change in coverage. 4.4 Remedies. In addition to any other remedies City may have if Consultant fails to provide or maintain any insurance policies or policy endorsements to the extent and within the time herein required, City may, at its sole option exercise any of the following remedies, which are alternatives to other remedies City may have and are not the exclusive remedy for Consultant's breach: · Obtain such insurance and deduct and retain the amount of the premiums for such insurance from any sums due under the Agreement; · Order Consultant to stop work under this Agreement or withhold any payment that becomes due to Consultant hereunder, or both stop work and withhold any payment, until Consultant demonstrates compliance with the requirements hereof; and/or · Terminate this Agreement. Section 5. INDEMNIFICATION AND CONSULTANT'S RESPONSIBILITIES. Consultant shall indemnify, defend with counsel selected by the City, and hold harmless the City and its officials, officers, employees, agents, and volunteers from and against any and all losses, liability, claims, suits, actions, damages, and causes of action arising out of any personal injury, bodily injury, loss of life, or damage to property, or any violation of any federal, state, or municipal law or ordinance, to the extent caused, in whole or in part, by the willful misconduct or negligent acts or omissions of Consultant or its employees, subcontractors, or agents, by acts for which they could be held strictly liable, or by the quality or character of their work. The foregoing obligation of Consultant shall not apply when (1) the injury, loss of life, damage to property, or violation of law arises wholly from the negligence or willful misconduct of the City or its officers, employees, agents, or volunteers and (2) the actions of Consultant or its employees, Consulting Services Agreement between June 3, 2003 City of Dublin and Wright Consulting Page 6 of 12 subcontractor, or agents have contributed in no part to the injury, loss of life, damage to property, or violation of law. It is understood that the duty of Consultant to indemnify and hold harmless includes the duty to defend as set forth in Section 2778 of the California Civil Code. Acceptance by City of insurance certificates and endorsements required under this Agreement does not relieve Consultant from liability under this indemnification and hold harmless clause. This indemnification and hold harmless clause shall apply to any damages or claims for damages whether or not such insurance policies shall have been determined to apply. By execution of this Agreement, Consultant acknowledges and agrees to the provisions of this Section and that it is a material element of consideration. In the event that Consultant or any employee, agent, or subcontractor of Consultant providing services under this Agreement is determined by a court of competent jurisdiction or the California Public Employees Retirement System (PERS) to be eligible for enrollment in PERS as an employee of City, Consultant shall indemnify, defend, and hold harmless City for the payment of any employee and/or employer contributions for PERS benefits on behalf of Consultant or its employees, agents, or subcontractors, as well as for the payment of any penalties and interest on such contributions, which would otherwise be the responsibility of City. Section 6. STATUS OF CONSULTANT. 6.1 Independent Contractor. At all times during the term of this Agreement, Consultant shall be an independent contractor and shall not be an employee of City. City shall have the right to control Consultant only insofar as the results of Consultant's services rendered pursuant to this Agreement and assignment of personnel pursuant to Subparagraph 1.3; however, otherwise City shall not have the right to control the means by which Consultant accomplishes services rendered pursuant to this Agreement. Notwithstanding any other City, state, or federal policy, rule, regulation, law, or ordinance to the contrary, Consultant and any of its employees, agents, and subcontractors providing services under this Agreement shall not qualify for or become entitled to, and hereby agree to waive any and all claims to, any compensation, benefit, or any incident of employment by City, including but not limited to eligibility to enroll in the California Public Employees Retirement System (PERS) as an employee of City and entitlement to any contribution to be paid by City for employer contributions and/or employee contributions for PERS benefits. 6.2 Consultant No Agent. Except as City may specify in writing, Consultant shall have no authority, express or implied, to act on behalf of City in any capacity whatsoever as an agent. Consultant shall have no authority, express or implied, pursuant to this Agreement to bind City to any obligation whatsoever. Section 7. LEGAL REQUIREMENTS. 7.1 Governing Law. The laws of the State of California shall govern this Agreement. 7.2 Compliance with Applicable Laws. Consultant and any subcontractors shall comply with all laws applicable to the performance of the work hereunder. Consulting Services Agreement between June 3, 2003 City of Dublin and Wright Consulting Page 7 of 12 7.3 Other Governmental Regulations. To the extent that this Agreement may be funded by fiscal assistance from another governmental entity, Consultant and any subcontractors shall comply with all applicable rules and regulations to which City is bound by the terms of such fiscal assistance program. 7.4 Licenses and Permits. Consultant represents and warrants to City that Consultant and its employees, agents, and any subcontractors have all licenses, permits, qualifications, and approvals of whatsoever nature that are legally required to practice their respective professions. Consultant represents and warrants to City that Consultant and its employees, agents, any subcontractors shall, at their sole cost and expense, keep in effect at all times during the term of this Agreement any licenses, permits, and approvals that are legally required to practice their respective professions. In addition to the foregoing, Consultant and any subcontractors shall obtain and maintain during the term of this Agreement valid Business Licenses from City. 7.5 Nondiscrimination and Equal Opportunity. Consultant shall not discriminate, on the basis of a person's race, religion, color, national origin, age, physical or mental handicap or disability, medical condition, marital status, sex, or sexual orientation, against any employee, applicant for employment, subcontractor, bidder for a subcontract, or participant in, recipient of, or applicant for any services or programs provided by Consultant under this Agreement. Consultant shall comply with all applicable federal, state, and local laws, policies, rules, and requirements related to equal opportunity and nondiscrimination in employment, contracting, and the provision of any services that are the subject of this Agreement, including but not limited to the satisfaction of any positive obligations required of Consultant thereby. Consultant shall include the provisions of this Subsection in any subcontract approved by the Contract Administrator or this Agreement. Section 8. TERMINATION AND MODIFICATION. 8.1 Termination. City may cancel this Agreement at any time and without cause upon written notification to Consultant. Consultant may cancel this Agreement upon thirty days' written notice to City and shall include in such notice the reasons for cancellation. In the event of termination, Consultant shall be entitled to compensation for services performed to the effective date of termination; City, however, may condition payment of such compensation upon Consultant delivering to City any or all documents, photographs, computer software, video and audio tapes, and other materials provided to Consultant or prepared by or for Consultant or the City in connection with this Agreement. 8.2 Extension. City may, in its sole and exclusive discretion, extend the end date of this Agreement beyond that provided for in Subsection 1.1. Any such extension shall require a Consulting Services Agreement between June 3, 2003 City of Dublin and Wright Consulting Page 8 of 12 written amendment to this Agreement, as provided for herein. Consultant understands and agrees that, if City grants such an extension, City shall have no obligation to provide Consultant with compensation beyond the maximum amount provided for in this Agreement. Similarly, unless authorized by the Contract Administrator, City shall have no obligation to reimburse Consultant for any otherwise reimbursable expenses incurred during the extension period. 8.3 Amendments. The parties may amend this Agreement only by a writing signed by all the parties. 8.4 Assignment and Subcontracting. City and Consultant recognize and agree that this Agreement contemplates personal performance by Consultant and is based upon a determination of Consultant's unique personal competence, experience, and specialized personal knowledge. Moreover, a substantial inducement to City for entering into this Agreement was and is the professional reputation and competence of Consultant. Consultant may not assign this Agreement or any interest therein without the prior wdtten approval of the Contract Administrator. Consultant shall not subcontract any portion of the performance contemplated and provided for herein, other than to the subcontractors noted in the proposal, without prior written approval of the Contract Administrator. 8.5 Survival. All obligations arising prior to the termination of this Agreement and all provisions of this Agreement allocating liability between City and Consultant shall survive the termination of this Agreement. 8.6 Options upon Breach by Consultant. If Consultant materially breaches any of the terms of this Agreement, City's remedies shall included, but not be limited to, the following: 8.6.1 Immediately terminate the Agreement; 8.6.2 Retain the plans, specifications, drawings, reports, design documents, and any other work product prepared by Consultant pursuant to this Agreement; 8.6.3 Retain a different consultant to complete the work described in Exhibit A not finished by Consultant; or 8.6.4 Charge Consultant the difference between the cost to complete the work described in Exhibit A that is unfinished at the time of breach and the amount that City would have paid Consultant pursuant to Section 2 if Consultant had completed the work. Section 9. KEEPING AND STATUS OF RECORDS. 9.1 Records Created as Part of Consultant's Performance. All reports, data, maps, models, charts, studies, surveys, photographs, memoranda, plans, studies, specifications, records, files, or any other documents or materials, in electronic or any other form, that Consulting Services Agreement between June 3, 2003 City of Dublin and Wright Consulting Page 9 of 12 Consultant prepares or obtains pursuant to this Agreement and that relate to the matters covered hereunder shall be the property of the City. Consultant hereby agrees to deliver those documents to the City upon termination of the Agreement. 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 City and are not necessarily suitable for any future or other use. City and Consultant agree that, until final approval by City, all data, plans, specifications, reports and other documents are confidential and will not be released to third parties without prior written consent of both parties. 9.2 Consultant's Books and Records. Consultant 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 the City under this Agreement for a minimum of three (3) years, or for any longer period required by law, from the date of final payment to the Consultant to this Agreement. 9.3 Inspection and Audit of Records. Any records or documents that Section 9.2 of this Agreement requires Consultant to maintain shall be made available for inspection, audit, and/or copying at any time during regular business hours, upon oral or written request of the City. Under California Government Code Section 8546.7, if the amount of public funds expended under this Agreement exceeds TEN THOUSAND DOLLARS ($10,000.00), the Agreement shall be subject to the examination and audit of the State Auditor, at the request of City or as part of any audit of the City, for a period of three (3) years after final payment under the Agreement. Section 10 MISCELLANEOUS PROVISIONS. 10.1 Attorneys' Fees. If a party to this Agreement brings any action, including an action for declaratory relief, to enforce or interpret the provision of this Agreement, the prevailing party shall be entitled to reasonable attorneys' fees in addition to any other relief to which that party may be entitled. The court may set such fees in the same action or in a separate action brought for that purpose. 10.2 Venue. In the event that either party brings any action against the other under this Agreement, the parties agree that trial of such action shall be vested exclusively in the state courts of California in the County Alameda or in the United States District Court for the Northern District of California. 10.3 Severability. If a court of competent jurisdiction finds or rules that any provision of this Agreement is invalid, void, or unenforceable, the provisions of this Agreement not so adjudged shall remain in full force and effect. The invalidity in whole or in part of any provision of this Agreement shall not void or affect the validity of any other provision of this Agreement. Consulting Services Agreement between June 3, 2003 City of Dublin and Wright Consulting Page 10 of 12 10.4 No Implied Waiver of Breach. The waiver of any breach of a specific provision of this Agreement does not constitute a waiver of any other breach of that term or any other term of this Agreement. 10.5 Successors and Assigns. The provisions of this Agreement shall inure to the benefit of and shall apply to and bind the successors and assigns of the parties. 10.6 Use of Recycled Products. Consultant shall prepare and submit all reports, written studies and other printed material on recycled paper to the extent it is available at equal or less cost than virgin paper. 10.7 Conflict of Interest. Consultant may serve other clients, but none whose activities within the corporate limits of City or whose business, regardless of location, would place Consultant in a "conflict of interest," as that term is defined in the Political Reform Act, codified at California Govemment Code Section 81000 et seq. Consultant shall not employ any City official in the work performed pursuant to this Agreement. No officer or employee of City shall have any financial interest in this Agreement that would violate California Government Code Sections 1090 et seq. Consultant hereby warrants that it is not now, nor has it been in the previous twelve (12) months, an employee, agent, appointee, or official of the City. If Consultant was an employee, agent, appointee, or official of the City in the previous twelve months, Consultant warrants that it did not participate in any manner in the forming of this Agreement. Consultant understands that, if this Agreement is made in violation of Government Code {}1090 et. seq., the entire Agreement is void and Consultant will not be entitled to any compensation for services performed pursuant to this Agreement, including reimbursement of expenses, and Consultant will be required to reimburse the City for any sums paid to the Consultant. Consultant understands that, in addition to the foregoing, it may be subject to criminal prosecution for a violation of Government Code § 1090 and, if applicable, will be disqualified from holding public office in the State of California. 10.8 Solicitation. Consultant agrees not to solicit business at any meeting, focus group, or interview related to this Agreement, either orally or through any written materials. 10.9 Contract Administration. This Agreement shall be administered by Theresa Yvonne, Heritage and Cultural Arts Supervisor ("Contract Administrator"). All correspondence shall be directed to or through the Contract Administrator or his or her designee. 10.10 Notices. Any written notice to Consultant shall be sent to: Virginia Wright Wright Consulting 258 Circle Drive Felton, CA 95018 Consulting Services Agreement between June 3, 2003 City of Dublin and Wright Consulting Page 11 of 12 Any written notice to City shall be sent to: Theresa Yvonne, Heritage and Cultural Arts Supervisor City of Dublin 100 Civic Plaza Dublin, CA 94568 10.11 Professional Seal. Where applicable in the determination of the contract administrator, the first page of a technical report, first page of design specifications, and each page of construction drawings shall be stamped/sealed and signed by the licensed professional responsible for the report/design preparation. The stamp/seal shall be in a block entitled "Seal and Signature of Registered Professional with report/design responsibility," as in the following example. Seal and Signature of Registered Professional with report/design responsibility. 10.12 Integration. This Agreement, including the scope of work attached hereto and incorporated herein as Exhibit A, represents the entire and integrated agreement between City and Consultant and supersedes all prior negotiations, representations, or agreements, either written or oral. CITY OF DUBLIN CONSULTANT Janet Lockhart, Mayor Virginia Wright, Consultant Attest: Kay Keck, City Clerk Approved as to Form: Elizabeth H. Silver, City Attorney Consulting Services Agreement between June 3, 2003 City of Dublin and Wright Consulting Page 12 of 12 EXHIBIT A SCOPE OF SERVICES Task 1: Project Initiation Task 2: Literature and Program Review Task 3: Public Art Task Force Guidance Task 4: Key Person Interviews Task 5: Community and City Meetings Task 6: Site Identification and Public Art Criteria Task 7: Funding Mechanisms Task 8: Final Plan Development Task 9: Follow-up Activities Please see attached detailed Scope of Services Consulting Services Agreement between June 3, 2003 City of Dublin and Wright Consulting --Exhibit A Page 1 of 1 PUBLIC ART MASTER PLAN SCOPE OF WORK TASK 1: PROJECT INITIATION Virginia Wright will work with the Dublin Heritage and Cultural Arts Staff to finalize the project schedule and create a Public Art Task Force. The City will provide the Consultants with all documents and information listed in Task 2, and lead the Consultants on a tour of Dublin's Public Art projects. Jerry Allen will provide a Public Art slide presentation to City staff and if feasible, elected officials. The purpose of this presentation is to inspire those principally responsible for funding and implementing public art projects. Consultant Deliverables: · Final project work plan and schedule. · Public Art Slide Presentation. TASK 2: LITERATURE AND PROGRAM REVIEW The Consultants will collect relevant documents and reports and will review information supplied by City staff. The Consultant will summarize this information into a brief report, identifying issues for development and research. This effort should include but is not limited to the following documents: · Documents relevant to the creation and charge of the Heritage and Cultural Arts Commission and any public art committees or advisory groups. · Any ordinances, policies and guidelines relevant to public art. · Dublin Heritage and Cultural Arts Commisgion authorizing legislation and bylaws. · Relevant City arts ordinances, policies and guidelines. · Reports of the City Planning Commissions related to arts or urban design. · Central and Eastern Dublin plans. · Inventory of Public Art in Dublin. · Dublin Capital Improvement Program and Budgets. · City Urban Design Guidelines. · City Historic Preservation Guidelines. · Any information, reports, surveys, etc. that would help the Consultants understand Dublin's history, culture, demographics, economics and major community issues. · Any information, plans, reports, surveys etc. that describes Dublin's arts community, with a focus on the visual arts. · A map of the city. Consultant Deliverables: · A summary report of the data assembled. TASK 3: PUBLIC ART TASK FORCE GUIDANCE The Consultant will provide guidance to the Public Art Task Force. The charge of the Task Force is to provide citizen leadership for the planning process. They will identify key issues and people, provide guidance to the Consultant on Dublin's culture, review plan drafts and make a final recommendation on the Public Art Master Plan to the Heritage and Cultural Arts Commission and City Council. The Consultants will work with City staff to identify the skills and attributes needed for the Task Force. The Task Force will likely include City Council, Heritage and Cultural Arts Commission, City staff and key constituents. Key constituents are specific to each community, and may include artists, developers, architects, philanthropic leaders, academics and other local experts in urban design or public art. The committee should reflect the economic and cultural diversity of the City. Consultant Deliverables: · Work with City to create Task Force. · Organize the work of the Task Force. · Facilitate 3 -4 Task Force meetings. · Provide agendas and notes for all meetings. TASK 4: KEY PERSON INTERVIEWS The Consultant will interview key persons, including but not limited to City Councilmembers and Department Directors, community leaders, media representatives and arts funders. These interviews will focus on building support for the program and will explore ways that support can be developed for funding and implementing the public art program. It is anticipated that at least eight interviews will be conducted. Consultant Deliverables: · Clarify research purpose and objective and develop research instrument. · Interview at least 8 key persons. · Report on attitudes and views of those interviewed. TASK 5: COMMUNITY AND CITY MEETINGS The Consultant will conduct four meetings organized by City staff. Each meeting will concentrate on a separate topical area. Recommended groups are: 1) artists; 2) architects, engineers, landscape designers and urban planners; 3) Management level City staff responsible for implementation of the Public Art Program; and 4) a group to be determined by the City staff. The purposes of the community meetings are two-fold. The first is to provide the Consultants an opportunity to explore the issues that concern each of these groups. The second purpose is to educate the group members about public art thereby building support for the Plan's implementation. City staff, the Consultant and the Public Art Task Force will work to 1) develop outcomes; 2) meeting structure; and 3) invitation lists for each meeting. Consultant Deliverables: · Clarify research purpose and objective. Develop research instrument. · Lead four meetings. · Analyze and report on discussion results. TASK 6: SITE IDENTIFICATION AND PUBLIC ART CRITERIA The Consultant will develop a draft plan for art projects, with an emphasis in Central and Eastern Dublin. To accomplish this task, the Consultant will review and analyze the City's projects for the potential opportunities for art components. This analysis will determine the essential characteristics of the project, but will also suggest project approaches, budgets, schedules and community outreach activities. Private developer's guidelines will be included in the final document along with private developer site identification. Consultant Deliverables: · A public art plan budget and documentation, analyzing the City's projects and identifying potential opportunity sites for public art in both private and public development. TASK 7: FUNDING MECHANISMS The Consultant team is thoroughly familiar with mechanisms for funding public art. Jerry Allen, in particular, thoroughly understands the public art industry. Some in-depth research, however, will be conducted to broaden the Consultants' knowledge so they can present a number of alternative practices for review. The Consultants will survey the field, paying attention to cities with a similar background to Dublin. Current funding practices will be identified, with advantages and disadvantages of each option. These will be first reviewed by City staff and then presented to the Public Art Task Force for their review and recommendations. Consultant Deliverables: · A summary report of the current best practices of public art funding with advantages and disadvantages of each method. TASK 8: FINAL PLAN DEVELOPMENT This task of the project will integrate the information gathered and analyzed by City staff, the Heritage and Cultural Arts Commission, and the Public Art Task Force into a Public Art Master Plan for the City of Dublin. The Master Plan will include, but is not limited to, the following: 1) Purpose, Goals and Objectives of the Public Art Program; 2) Program Policies and Procedures including artist and artwork selection, committee structures, sample contracts and maintenance; 3) Site plan with opportunity sites in Central Dublin and the area covered by the Eastern Dublin Specific Plan; 4) Methodology for future site selection and criteria for Public Art inclusion at identified sties; and 5) Review of current Public Art Funding Sources and recommendations on funding, including, if applicable, a recommended public art ordinance. The Consultants will discuss with the Heritage and Cultural Arts Commission and Staff various strategies for implementing the steps outlined in the plan. Consultant Deliverables: · Public Art Master Plan, as described above. · Present Final Document to City Council TASK 9: FOLLOW-UP ACTIVITIES No public planning process ends with the acceptance or adoption of a planning document by the client. Rather, there is a period during which the strategies recommended in the plan are translated into specific programs and initiatives by the client agency. To accomplish this task, the Consultant will be available for telephone consultations with the client for a period of three months following the completion of the plan. This will give the client a "shake-down" period with the plan, during which the Consultant will provide advice on issues that arise during the critical implementation period. Consultant Deliverables: · Three momhs of telephone or email consultations with the client on any issues that arise in the implementation of the plan. EXHIBIT B COMPENSATION SCHEDULE Upon Execution of Agreement $3,750.00 Upon Completion of Tasks 1,2,3,4 $3,750.00 Upon Completion of Tasks 5,6,7 $3,750.00 Upon Completion of Tasks 8,9 $3,750.00 Consulting Services Agreement between June 3, 2003 City of Dublin and Wright Consulting --Exhibit B Page 1 of 1