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AMENDMENT NO. 1 TO PROFESSIONAL SERVICES AGREEMENT
REGARDING STREET UTILITY BOX ART BETWEEN THE CITY OF
ARCADIA AND 11:11 A CREATIVE COLLECTIVE INC.
This Amendment No. 1 ("Amendment No. 1") is hereby entered into by and
between the City of Arcadia ("City") and 11:11 A Creative Collective Inc. ("Consultant")
with respect to that certain Professional Services Agreement between the City of
Arcadia and Consultant dated November 12, 2021 ("Agreement").
The parties agree as follows:
1. The compensation amount of"$14,950" listed in Section 2(b) of the Agreement is
hereby amended to "$22,000".
2. Section 5 of the Agreement is hereby amended to read as follows:
"Consultant shall perform its services in a prompt and timely manner and shall
commence performance upon receipt of written notice from the City to proceed
("Notice to Proceed"). Consultant shall complete the services listed in Phases I -
III of Exhibits "B" and "C" within 180 days. Consultant shall complete the services
listed in Phases IV & V of Exhibits "B" and "C" within 360 days. The Notice to
Proceed shall set forth the date of commencement of work."
3. 'Exhibit "A": Scope of Services' attached to the Agreement is hereby amended
and replaced with 'Exhibit "A": Amended Scope of Services' attached to this
Amendment No. 1 .
4. 'Exhibit "B": Schedule of Charges/Payments' attached to the Agreement is hereby
amended and replaced with `Exhibit "B": Amended Schedule of
Charges/Payments' attached to this Amendment No. 1.
5. 'Exhibit "C": Activity Schedule & Additional Project Notes' attached to the
Agreement is hereby amended and replaced with `Exhibit "C": Amended Activity
Schedule & Additional Project Notes' attached to this Amendment No. 1.
6. All of the remaining terms and provisions of the Agreement are hereby
reaffirmed.
In witness whereof the parties have executed this Amendment No. 1 on the date set
forth below.
[SIGNATURES ON NEXT PAGE]
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SIGNATURE PAGE FOR AMENDMENT 1 TO THE PROFESSIONAL SERVICES
AGREEMENT BETWEEN THE CITY OF ARCADIA AND 11:11 A COLLECTIVE
CREATIVE INC.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first
written above.
CITY OF ARCADIA 11:11 A CREATIVE COLLECTIVE INC.
By. By:�uiz 5"3
Dominic Lazzarett Signature
City Manager
Date: t,r, 2.e- r} (� �Zt, Its: Co Director, 11:11 ACC
Erin Stone
ATTEST: Printed Name
By: �1 Date:3/9/22
��
City Clerk
APPROVED AS TO FORM By:
Signature
By: P Its: Co Director, 11:11 ACC
Stephe P. Deitsch
City Attorney Addy Gonzalez Renteria
Printed Name
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EXHIBIT "A"
Amended Scope of Services
A. The development and artistic decoration of sixteen (16) traffic control utility boxes
("Street Boxes") at the locations outlined below. For ten (10) of the Street Boxes,
a second smaller utility box located nearby (marked "A" on list below) shall be
included in the development and artistic decoration.
Box # Location
1 & 1A Baldwin/Duarte (NW& NE)
2 Duarte/Lovell (SE)
3 & 3A Huntington/Santa Clara (SE)
4 & 4A Huntington/Santa Anita (SW & SE)
5 Huntington/First (SW)
6 & 6A Huntington/Second (SW)
7 &7A Huntington/Gateway (SE)
8 First/Santa Clara (NW)
9 & 9A Santa Anita/Alta (SE)
10 Santa Anita/Foothill (NE)
11 & 11A Santa Anita/Le Roy (SE)
12 & 12A Baldwin/Fairview (NE corner)
13 Baldwin/Naomi (SE)
14 Baldwin/Camino Real (NE)
15 & 15A Huntington/Colorado (SW)
16 First/Wheeler (SW)
B. Catalogue and photograph each box and list the boxes online for public viewing
at www.streetboxart.com or another agreed upon website. The boxes shall be
listed for a minimum time-period of two (2) years from completion of the Project.
C. Assist the City with maintenance of all artwork for two (2) years from the date of
completion of each Street Box. Each artist shall be contracted with 11 :11 A
Creative Collective Inc. (11:11 ACC) and/or the City for a two-year period to
maintain the integrity of the artwork should less than 50% of the artwork be
damaged. The City will organize initial graffiti abatement and then notify 11:11
ACC in the event the artwork needs to be touched up. 11:11 ACC will coordinate
directly with the artist to schedule this maintenance work and to obtain/supply
materials as needed at no additional cost to the City.
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EXHIBIT "B"
Amended Schedule of Charges/Payments
Not to exceed $22,000 based on the following work:
• $20,000 For Development, maintenance and listing of 16 standard utility boxes (16
boxes @ $1250 per box)
• $2,000 For Development, maintenance of 10 supplemental utility boxes (10 boxes @
$200 per box)
Consultant will invoice City at the completion of each phase listed below and outlined in
further detail in Amended Exhibit C:
1. $4,525 upon completion of Phase I of Project: Site Selection and Execution of
Professional Services Agreement
2. $4,925 upon completion of Phase II of Project: Art Selection and Preparation for
the first 11 standard utility boxes and 8 supplemental utility boxes
3. $5,900 upon completion of Phase III of Project: Application of Artwork and
Project Completion for the first 11 standard utility boxes and 8 supplemental
utility boxes
4. $3,325 upon completion of Phase IV of Project: Art Selection and Preparation for
the final 5 standard utility boxes and 2 supplemental utility boxes
5. $3,325 upon completion of Phase V of Project: Application of Artwork and
Project Completion for the final 5 standard utility boxes and 2 supplemental utility
boxes
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EXHIBIT "C"
Amended Activity Schedule & Additional Project Notes
Phase I
Site Selection & Execution of Professional Services Agreement
a. Site analysis
b. Develop site selection criteria
c. Formulate options and recommendations
d. Proposals and if required, introductory presentations to community
organizations involved
e. Coordination with city staff to review permit and approval requirements and finalize
box locations
Phase II
Art Selection & Preparation (11 boxes and 8 supplemental boxes)
a. Development of project guidelines, artists applications, waivers, contracts,
insurance, maintenance plan and all other pertinent paperwork
b. Coordinating with city staff and stakeholders to determine curatorial theme
c. Publicity, promotion, artist call posted
d. Receipt of artists' submissions
e. Voting and approval of artists rendering submissions
f. Choose artists and award contracts
g. Acquisition of permissions and permits
h. Coordinate and schedule painting dates×
Phase III
Application of Artwork& Project Completion (11 boxes and 8 supplemental boxes)
a. Purchase of all required materials for site preparation and application of
artwork
b. Site preparation
c. Oversight and application of artwork
d. Artist relations and oversight and application of approved artwork and maintenance
of site during application ensuring adherence to public safety laws
e. Application of anti-graffiti protection
f. Execute contracts for maintenance of artwork for a two (2) year period from date of
completion
g. Identifying placard with scannable QR code is fixed to each box
h. Boxes catalogued, photographed and posted at the website www.streetbox.com or
another agreed upon website for a minimum period of two (2)years.
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Phase IV
Art Selection & Preparation (5 boxes and 2 supplemental boxes)
a. Development of project guidelines, artists applications, waivers, contracts,
insurance, maintenance plan and all other pertinent paperwork
b. Coordinating with city staff and stakeholders to determine curatorial theme
c. Publicity, promotion, artist call posted
d. Receipt of artists' submissions
e. Voting and approval of artists rendering submissions
f. Choose artists and award contracts
g. Acquisition of permissions and permits
h. Coordinate and schedule painting dates×
Phase V
Application of Artwork& Project Completion (5 boxes and 2 supplemental boxes)
a. Purchase of all required materials for site preparation and application of
artwork
b. Site preparation
c. Oversight and application of artwork
d. Artist relations and oversight and application of approved artwork and maintenance
of site during application ensuring adherence to public safety laws
e. Application of anti-graffiti protection
f. Execute contracts for maintenance of artwork for a two (2) year period from date of
completion
g. Identifying placard with scannable QR code is fixed to each box
h. Boxes catalogued, photographed and posted at the website www.streetbox.com or
another agreed upon website for a minimum period of two (2)years.
Additional Project Notes
• Once themes are chosen and publicized, they cannot be changed.
• A second artist call will not be administered unless there aren't sufficient number of
applicants.
• 11:11 ACC shall review the initial artwork submittals and provide the City with an agreed
upon number of recommended finalists. The City will make the final decision on design
selections from the group of recommended finalists.
• Artists will not be asked to create additional renders without being guaranteed a box to
paint.
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• Most communication for the project must be done via email to ensure written record and
project notes
Selection of Artwork
Artwork will be determined ineligible for the following reasons:
• infringe upon a registered trademark, patent or copyright;
• advertise for a financial benefit or commercial purpose;
• resemble a traffic control device or regulatory sign;
• contain reflective material, mirrors, or causes a glare;
• campaign for specific legislation, or the election or recall of a public official;
• promote violence, nudity, illegal drugs, deviant behavior or an illegal activity;
• portray acts deemed obscene, vulgar, profane, or scatological;
• denigrate a specific group based on ethnicity, national origin, age, disability, religion,
gender, or sexual orientation;
• denigrate the military, law enforcement, fire rescue and support, government services, or
public officials;
• denigrate animals or any living creature protected under the Federal Endangered Species
Act.
• is plagiarized, stolen, or copied from another source;
• defames or invades the rights of any person, living or dead;
• collage work requiring anything to be glued onto the box;
• may reasonably be construed as false or fraudulent; obscene matter, as defined in
California Penal Code Section 311 or any successor legislation; harmful matter for minors,
as defined in California Penal Code Section 313 or any successor legislation.
Designs will be chosen based on the following criteria:
• Evaluation of artistic excellence including quality of the art and artist originality;
• Creative and innovative concepts in relationship to the theme;
• Appropriate regard for the nature of the space and the audience.
• Experience and professionalism of the artist.
• Ease of communication and prompt response from the artist.
Responsibilities of City
• Approve and issue all necessary permits to complete the work, and make prompt response
a priority.
• Make final selection of utility box locations - provide detailed list of locations to be included
in the project. Including notes about each location.
• Removal of graffiti. Once anti graffiti coating is applied, most graffiti is removable with
cleaning solutions. Should the tagging NOT be removable, the artist is contracted for a two
year period to maintain the integrity of the artwork, should less than 50% of the artwork be
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damaged. We ask that the contracting agency organize initial graffiti abatement and notify
11:11 when the artist needs to touch up their artwork.
Project Marketing & Promotion
• 1:11 ACC will design, print and distribute 1,000 'Artist Call' flyers (5x7 full color) notifying the
community of the opportunity.
• 11:11 ACC will create and distribute a press release to the organization's media contacts
(300+) press release will be shared with contracting agencies and project partners.
• Social media platforms will be populated with the Artist Call posts: Facebook, Instagram and
Twitter (15k + followers combined). Project will be documented throughout the entire
process.
• Media and email campaigns will be designed and sent on a monthly basis highlighting each
phase of the project
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L
CITY OF ARCADIA
PROFESSIONAL SERVICES AGREEMENT REGARDING
STREET UTILITY BOX ART
This Agreement is made and entered into as of N4U ' I . , 20'} by and
between the City of Arcadia, a municipal corporation organized and operating under the laws of
the State of California with its principal place of business at 240 West Huntington Drive, Arcadia,
California 91066 ("City"), and 11:11 A CREATIVE COLLECTIVE INC., a 501(C)3 Non Profit
Organization with its principal place of business at 17644 Hatteras St, Encino, CA 91316
(hereinafter referred to as"Consultant"). City and Consultant are sometimes individually referred
to as "Party" and collectively as "Parties" in this Agreement.
RECITALS
A. City is a public agency of the State of California and is in need of professional
services for the following project:
STREET UTILITY BOX ART
(hereinafter referred to as "the Project").
B. Consultant is duly licensed and has the necessary qualifications to provide such
services.
C. The Parties desire by this Agreement to establish the terms for City to retain
Consultant to provide the services described herein.
AGREEMENT
NOW, THEREFORE, IT IS AGREED AS FOLLOWS:
1. Services.
Consultant shall provide the City with the services described in the Scope of Services
attached hereto as Exhibit"A."
2. Compensation.
a. Subject to paragraph 2(b) below, the City shall pay for such services in
accordance with the Schedule of Charges set forth in Exhibit"B."
b. In no event shall the total amount paid for services rendered by Consultant
under this Agreement exceed the sum of$14,950. This amount is to cover all printing and related
costs, and the City will not pay any additional fees for printing expenses. Periodic payments shall
be made within 30 days of receipt of an invoice which includes a detailed description of the work
performed. Payments to Consultant for work performed will be made on a monthly billing basis.
3. Additional Work.
If changes in the work seem merited by Consultant or the City, and informal consultations
with the other party indicate that a change is warranted, it shall be processed in the following
manner: a letter outlining the changes shall be forwarded to the City by Consultant with a
statement of estimated changes in fee or time schedule. An amendment to this Agreement shall
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be prepared by the City and executed by both Parties before performance of such services, or
the City will not be required to pay for the changes in the scope of work. Such amendment shall
not render ineffective or invalidate unaffected portions of this Agreement.
4. Maintenance of Records.
Books, documents, papers, accounting records, and other evidence pertaining to costs
incurred shall be maintained by Consultant and made available at all reasonable times during the
contract period and for four (4) years from the date of final payment under the contract for
inspection by City.
5. Term
Consultant shall perform its services in a prompt and timely manner and shall commence
performance upon receipt of written notice from the City to proceed ("Notice to Proceed").
Consultant shall complete the services required hereunder within 180 days. The Notice to
Proceed shall set forth the date of commencement of work.
6. Delays in Performance.
a. Neither City nor Consultant shall be considered in default of this Agreement for
delays in performance caused by circumstances beyond the reasonable control of the non-
performing party. For purposes of this Agreement, such circumstances include but are not limited
to, abnormal weather conditions; floods; earthquakes; fire; epidemics; war; riots and other civil
disturbances; strikes, lockouts, work slowdowns, and other labor disturbances; sabotage or
judicial restraint.
b. Should such circumstances occur, the non-performing party shall, within a
reasonable time of being prevented from performing, give written notice to the other party
describing the circumstances preventing continued performance and the efforts being made to
resume performance of this Agreement.
7. Compliance with Law.
a. Consultant shall comply with all applicable laws, ordinances, codes and
regulations of the federal, state and local government, including Cal/OSHA requirements.
b. If required, Consultant shall assist the City, as requested, in obtaining and
maintaining all permits required of Consultant by federal, state and local regulatory agencies.
c. If applicable, Consultant is responsible for all costs of clean up and/ or removal of
hazardous and toxic substances spilled as a result of his or her services or operations performed
under this Agreement.
8. Standard of Care
Consultant's services will be performed in accordance with generally accepted
professional practices and principles and in a manner consistent with the level of care and skill
ordinarily exercised by members of the profession currently practicing under similar conditions.
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9. Assignment and Subconsultant
Consultant shall not assign, sublet, or transfer this Agreement or any rights under or
interest in this Agreement without the written consent of the City, which may be withheld for any
reason. Any attempt to so assign or so transfer without such consent shall be void and without
legal effect and shall constitute grounds for termination. Subcontracts, if any, shall contain a
provision making them subject to all provisions stipulated in this Agreement. Nothing contained
herein shall prevent Consultant from employing independent associates, and subconsultants as
Consultant may deem appropriate to assist in the performance of services hereunder.
10. Independent Contractor
Consultant is retained as an independent contractor and is not an employee of City. No
employee or agent of Consultant shall become an employee of City. The work to be performed
shall be in accordance with the work described in this Agreement, subject to such directions and
amendments from City as herein provided.
11. Insurance. Consultant shall not commence work for the City until it has provided
evidence satisfactory to the City it has secured all insurance required under this section. In
addition, Consultant shall not allow any subcontractor to commence work on any subcontract until
it has secured all insurance required under this section.
a. Commercial General Liability
(i) The Consultant shall take out and maintain, during the performance
of all work under this Agreement, in amounts not less than specified herein, Commercial General
Liability Insurance, in a form and with insurance companies acceptable to the City.
(ii) Coverage for Commercial General Liability insurance shall be at
least as broad as the following:
(1) Insurance Services Office Commercial General Liability
coverage (Occurrence Form CG 00 01) or exact equivalent.
(iii) Commercial General Liability Insurance must include coverage
for the following:
(1) Bodily Injury and Property Damage
(2) Personal Injury/Advertising Injury
(3) Premises/Operations Liability
(4) Products/Completed Operations Liability
(5) Aggregate Limits that Apply per Project
(6) Explosion, Collapse and Underground (UCX) exclusion
deleted
(7) Contractual Liability with respect to this Agreement
(8) Property Damage
(9) Independent Consultants Coverage
(iv) The policy shall contain no endorsements or provisions limiting
coverage for(1) contractual liability; (2) cross liability exclusion for claims or suits by one insured
against another; (3) products/completed operations liability; or (4) contain any other exclusion
contrary to the Agreement.
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(v) The policy shall give City, its officials, officers, employees, agents
and City designated volunteers additional insured status using ISO endorsement forms CG 20 10
10 01 and 20 37 10 01, or endorsements providing the exact same coverage.
(vi) The general liability program may utilize either deductibles or
provide coverage excess of a self-insured retention, subject to written approval by the City, and
provided that such deductibles shall not apply to the City as an additional insured.
b. Automobile Liability
(i) At all times during the performance of the work under this
Agreement, the Consultant shall maintain Automobile Liability Insurance for bodily injury and
property damage including coverage for owned, non-owned and hired vehicles, in a form and with
insurance companies acceptable to the City.
(ii) Coverage for automobile liability insurance shall be at least as
broad as Insurance Services Office Form Number CA 00 01 covering automobile liability
(Coverage Symbol 1, any auto).
(iii) The policy shall give City, its officials, officers, employees, agents
and City designated volunteers additional insured status.
(iv) Subject to written approval by the City, the automobile liability
program may utilize deductibles, provided that such deductibles shall not apply to the City as an
additional insured, but not a self-insured retention.
c. Workers' Compensation/Employer's Liability
(i) Consultant certifies that he/she is aware of the provisions of Section
3700 of the California Labor Code which requires every employer to be insured against liability
for workers' compensation or to undertake self-insurance in accordance with the provisions of
that code, and he/she will comply with such provisions before commencing work under this
Agreement.
(ii) To the extent Consultant has employees at any time during the term
of this Agreement, at all times during the performance of the work under this Agreement, the
Consultant shall maintain full compensation insurance for all persons employed directly by
him/her to carry out the work contemplated under this Agreement, all in accordance with the
"Workers' Compensation and Insurance Act," Division IV of the Labor Code of the State of
California and any acts amendatory thereof, and Employer's Liability Coverage in amounts
indicated herein. Consultant shall require all subconsultants to obtain and maintain, for the period
required by this Agreement, workers' compensation coverage of the same type and limits as
specified in this section.
d. Professional Liability (Errors and Omissions)
At all times during the performance of the work under this Agreement the Consultant shall
maintain professional liability or Errors and Omissions insurance appropriate to its profession, in
a form and with insurance companies acceptable to the City and in an amount indicated herein.
This insurance shall be endorsed to include contractual liability applicable to this Agreement and
shall be written on a policy form coverage specifically designed to protect against acts, errors or
omissions of the Consultant. "Covered Professional Services" as designated in the policy must
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specifically include work performed under this Agreement. The policy must"pay on behalf of'the
insured and must include a provision establishing the insurer's duty to defend.
e. Minimum Policy Limits Required
(i) The following insurance limits are required for the Agreement:
Combined Single Limit
Commercial General Liability $1,000,000 per occurrence/ $2,000,000 aggregate
for bodily injury, personal injury, and property
damage
Automobile Liability $1,000,000 per occurrence for bodily injury and
property damage
Employer's Liability $1,000,000 per occurrence
Professional Liability $1,000,000 per claim and aggregate (errors and
omissions)
(ii) Defense costs shall be payable in addition to the limits.
(iii) Requirements of specific coverage or limits contained in this
section are not intended as a limitation on coverage, limits, or other requirement, or a waiver of
any coverage normally provided by any insurance. Any available coverage shall be provided to
the parties required to be named as Additional Insured pursuant to this Agreement.
f. Evidence Required
Prior to execution of the Agreement,the Consultant shall file with the City evidence
of insurance from an insurer or insurers certifying to the coverage of all insurance required
herein. Such evidence shall include original copies of the ISO CG 00 01 (or insurer's equivalent)
signed by the insurer's representative and Certificate of Insurance (Acord Form 25-S or
equivalent), together with required endorsements. All evidence of insurance shall be signed by
a properly authorized officer, agent, or qualified representative of the insurer and shall certify the
names of the insured, any additional insureds, where appropriate, the type and amount of the
insurance, the location and operations to which the insurance applies, and the expiration date of
such insurance.
g. Policy Provisions Required
(i) Consultant shall provide the City at least thirty (30) days prior
written notice of cancellation of any policy required by this Agreement, except that the Consultant
shall provide at least ten (10) days prior written notice of cancellation of any such policy due to
non-payment of premium. If any of the required coverage is cancelled or expires during the term
of this Agreement, the Consultant shall deliver renewal certificate(s) including the General
Liability Additional Insured Endorsement to the City at least ten (10) days prior to the effective
date of cancellation or expiration.
(ii) The Commercial General Liability Policy and Automobile Policy
shall each contain a provision stating that Consultant's policy is primary insurance and that any
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insurance, self-insurance or other coverage maintained by the City or any named insureds shall
not be called upon to contribute to any loss.
(iii) The retroactive date (if any) of each policy is to be no later than the
effective date of this Agreement. Consultant shall maintain such coverage continuously for a
period of at least three years after the completion of the work under this Agreement. Consultant
shall purchase a one (1) year extended reporting period A) if the retroactive date is advanced
past the effective date of this Agreement; B) if the policy is cancelled or not renewed; or C) if the
policy is replaced by another claims-made policy with a retroactive date subsequent to the
effective date of this Agreement.
(iv) All required insurance coverages, except for the professional
liability coverage, shall contain or be endorsed to waiver of subrogation in favor of the City, its
officials, officers, employees, agents, and volunteers or shall specifically allow Consultant or
others providing insurance evidence in compliance with these specifications to waive their right
of recovery prior to a loss. Consultant hereby waives its own right of recovery against City, and
shall require similar written express waivers and insurance clauses from each of its
subconsultants.
(v) The limits set forth herein shall apply separately to each insured
against whom claims are made or suits are brought, except with respect to the limits of liability.
Further the limits set forth herein shall not be construed to relieve the Consultant from liability in
excess of such coverage, nor shall it limit the Consultant's indemnification obligations to the City
and shall not preclude the City from taking such other actions available to the City under other
provisions of the Agreement or law.
h. Qualifying Insurers
(i) All policies required shall be issued by acceptable insurance
companies, as determined by the City, which satisfy the following minimum requirements:
(1) Each such policy shall be from a company or companies
with a current A.M. Best's rating of no less than A:VII and admitted to transact in the
business of insurance in the State of California, or otherwise allowed to place insurance
through surplus line brokers under applicable provisions of the California Insurance Code
or any federal law.
Additional Insurance Provisions
(i) The foregoing requirements as to the types and limits of insurance
coverage to be maintained by Consultant, and any approval of said insurance by the City, is not
intended to and shall not in any manner limit or qualify the liabilities and obligations otherwise
assumed by the Consultant pursuant to this Agreement, including but not limited to, the
provisions concerning indemnification.
(ii) If at any time during the life of the Agreement, any policy of
insurance required under this Agreement does not comply with these specifications or is
canceled and not replaced, City has the right but not the duty to obtain the insurance it deems
necessary and any premium paid by City will be promptly reimbursed by Consultant or City will
withhold amounts sufficient to pay premium from Consultant payments. In the alternative, City
may cancel this Agreement.
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(iii) The City may require the Consultant to provide complete copies of
all insurance policies in effect for the duration of the Project.
(iv) Neither the City nor any of its officials, officers, employees, agents
or volunteers shall be personally responsible for any liability arising under or by virtue of this
Agreement.
j. Subconsultant Insurance Requirements. Consultant shall not allow any
subcontractors or subconsultants to commence work on any subcontract until they have provided
evidence satisfactory to the City that they have secured all insurance required under this section.
Policies of commercial general liability insurance provided by such subcontractors or
subconsultants shall be endorsed to name the City as an additional insured using ISO form CG
20 38 04 13 or an endorsement providing the exact same coverage. If requested by Consultant,
City may approve different scopes or minimum limits of insurance for particular subcontractors
or subconsultants.
12. Indemnification.
a. To the fullest extent permitted by law, Consultant shall defend (with counsel
of City's choosing), indemnify and hold the City, its officials, officers, employees, volunteers, and
agents free and harmless from any and all claims, demands, causes of action, costs, expenses,
liability, loss, damage or injury of any kind, in law or equity, to property or persons, including
wrongful death, in any manner arising out of, pertaining to, or incident to any acts, errors or
omissions, or willful misconduct of Consultant, its officials, officers, employees, subcontractors,
consultants or agents in connection with the performance of the Consultant's services, the Project
or this Agreement, including without limitation the payment of all damages, expert witness fees
and attorney's fees and other related costs and expenses. Consultant's obligation to indemnify
shall not be restricted to insurance proceeds, if any, received by Consultant, the City, its officials,
officers, employees, agents, or volunteers.
b. To the extent required by Civil Code section 2782.8, which is fully
incorporated herein, Consultant's obligations under the above indemnity shall be limited to claims
that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the
Consultant, but shall not otherwise be reduced. If Consultant's obligations to defend, indemnify,
and/or hold harmless arise out of Consultant's performance of"design professional services" (as
that term is defined under Civil Code section 2782.8), then upon Consultant obtaining a final
adjudication that liability under a claim is caused by the comparative active negligence or willful
misconduct of the City, Consultant's obligations shall be reduced in proportion to the established
comparative liability of the City and shall not exceed the Consultant's proportionate percentage
of fault.
13. California Labor Code Requirements.
a. Consultant is aware of the requirements of California Labor Code Sections
1720 et seq. and 1770 et seq., which require the payment of prevailing wage rates and the
performance of other requirements on certain "public works" and "maintenance" projects
("Prevailing Wage Laws"). If the services are being performed as part of an applicable "public
works" or "maintenance" project, as defined by the Prevailing Wage Laws, and if the total
compensation is$15,000 or more for maintenance or$25,000 or more for construction, alteration,
demolition, installation, or repair, Consultant agrees to fully comply with such Prevailing Wage
Laws. Consultant shall defend, indemnify and hold the City, its officials, officers, employees and
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agents free and harmless from any claims, liabilities, costs, penalties or interest arising out of any
failure or alleged failure to comply with the Prevailing Wage Laws. It shall be mandatory upon
the Consultant and all subconsultants to comply with all California Labor Code provisions, which
include but are not limited to prevailing wages (Labor Code Sections 1771, 1774 and 1775),
employment of apprentices (Labor Code Section 1777.5), certified payroll records (Labor Code
Sections 1771.4 and 1776), hours of labor(Labor Code Sections 1813 and 1815) and debarment
of contractors and subcontractors (Labor Code Section 1777.1).
b. If the services are being performed as part of an applicable "public works"
or "maintenance" project and if the total compensation is $15,000 or more for maintenance or
$25,000 or more for construction, alteration, demolition, installation, or repair, then pursuant to
Labor Code Sections 1725.5 and 1771.1, the Consultant and all subconsultants performing such
services must be registered with the Department of Industrial Relations. Consultant shall maintain
registration for the duration of the Project and require the same of any subconsultants, as
applicable. This Project may also be subject to compliance monitoring and enforcement by the
Department of Industrial Relations. It shall be Consultant's sole responsibility to comply with all
applicable registration and labor compliance requirements.
c. This Agreement may also be subject to compliance monitoring and
enforcement by the Department of Industrial Relations. It shall be Consultant's sole responsibility
to comply with all applicable registration and labor compliance requirements. Any stop orders
issued by the Department of Industrial Relations against Consultant or any subcontractor that
affect Consultant's performance of services, including any delay, shall be Consultant's sole
responsibility. Any delay arising out of or resulting from such stop orders shall be considered
Consultant caused delay and shall not be compensable by the City. Consultant shall defend,
indemnify and hold the City, its officials, officers, employees and agents free and harmless from
any claim or liability arising out of stop orders issued by the Department of Industrial Relations
against Consultant or any subcontractor.
14. Verification of Employment Eligibility.
By executing this Agreement, Consultant verifies that it fully complies with all requirements
and restrictions of state and federal law respecting the employment of undocumented aliens,
including, but not limited to, the Immigration Reform and Control Act of 1986, as may be amended
from time to time, and shall require all subconsultants and sub-subconsultants to comply with the
same.
15. Laws and Venue.
This Agreement shall be interpreted in accordance with the laws of the State of California.
If any action is brought to interpret or enforce any term of this Agreement, the action shall be
brought in a state or federal court situated in the County of Los Angeles, State of California.
16. Termination or Abandonment
a. City has the right to terminate or abandon any portion or all of the work
under this Agreement by giving ten (10)calendar days written notice to Consultant. In such event,
City shall be immediately given title and possession to all original field notes, drawings and
specifications, written reports and other documents produced or developed for that portion of the
work completed and/or being abandoned. City shall pay Consultant the reasonable value of
services rendered for any portion of the work completed prior to termination. If said termination
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occurs prior to completion of any task for the Project for which a payment request has not been
received, the charge for services performed during such task shall be the reasonable value of
such services, based on an amount mutually agreed to by City and Consultant of the portion of
such task completed but not paid prior to said termination. City shall not be liable for any costs
other than the charges or portions thereof which are specified herein. Consultant shall not be
entitled to payment for unperformed services, and shall not be entitled to damages or
compensation for termination of work.
b. Consultant may terminate its obligation to provide further services under
this Agreement upon thirty(30) calendar days'written notice to City only in the event of substantial
failure by City to perform in accordance with the terms of this Agreement through no fault of
Consultant.
17. Documents. Except as otherwise provided in "Termination or Abandonment,"
above, all original field notes, written reports, Drawings and Specifications and other documents,
produced or developed for the Project shall, upon payment in full for the services described in this
Agreement, be furnished to and become the property of the City.
18. Organization
Consultant shall assign Addy Gonzalez Renteria as Project Manager. The Project
Manager shall not be removed from the Project or reassigned without the prior written consent of
the City.
19. Limitation of Agreement.
This Agreement is limited to and includes only the work included in the Project described
above.
21. Notice
Any notice or instrument required to be given or delivered by this Agreement may be given
or delivered by depositing the same in any United States Post Office, certified mail, return receipt
requested, postage prepaid, addressed to:
CITY: CONSULTANT:
City of Arcadia 11:11 A Creative Collective Inc.
240 West Huntington Drive 17644 Hatteras St
Arcadia, CA 91066 Encino, CA 91316
Attn: Tim Schwehr, Economic Development Attn: Addy Gonzales Renteria, Co-
Manager Founder/Co-Director
and shall be effective upon receipt thereof.
22. Third Party Rights
Nothing in this Agreement shall be construed to give any rights or benefits to anyone other
than the City and the Consultant.
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23. Equal Opportunity Employment.
Consultant represents that it is an equal opportunity employer and that it shall not
discriminate against any employee or applicant for employment because of race, religion, color,
national origin, ancestry, sex, age or other interests protected by the State or Federal
Constitutions. Such non-discrimination shall include, but not be limited to, all activities related to
initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or
termination.
24. Entire Agreement
This Agreement, with its exhibits, represents the entire understanding of City and
Consultant as to those matters contained herein, and supersedes and cancels any prior or
contemporaneous oral or written understanding, promises or representations with respect to
those matters covered hereunder. Each party acknowledges that no representations,
inducements, promises or agreements have been made by any person which are not incorporated
herein, and that any other agreements shall be void. This Agreement may not be modified or
altered except in writing signed by both Parties hereto. This is an integrated Agreement.
25. Severability
The unenforceability, invalidity or illegality of any provision(s) of this Agreement shall not
render the provisions unenforceable, invalid or illegal.
26. Successors and Assigns
This Agreement shall be binding upon and shall inure to the benefit of the successors in
interest, executors, administrators and assigns of each party to this Agreement. However,
Consultant shall not assign or transfer by operation of law or otherwise any or all of its rights,
burdens, duties or obligations without the prior written consent of City. Any attempted assignment
without such consent shall be invalid and void.
27. Non-Waiver
None of the provisions of this Agreement shall be considered waived by either party,
unless such waiver is specifically specified in writing.
28. Time of Essence
Time is of the essence for each and every provision of this Agreement.
29. City's Right to Employ Other Consultants
City reserves its right to employ other consultants, including engineers, in connection with
this Project or other projects.
30. Prohibited Interests
Consultant maintains and warrants that it has not employed nor retained any company or
person, other than a bona fide employee working solely for Consultant, to solicit or secure this
Agreement. Further, Consultant warrants that it has not paid nor has it agreed to pay any
company or person, other than a bona fide employee working solely for Consultant, any fee,
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commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting
from the award or making of this Agreement. For breach or violation of this warranty, City shall
have the right to rescind this Agreement without liability. For the term of this Agreement, no
director, official, officer or employee of City, during the term of his or her service with City, shall
have any direct interest in this Agreement, or obtain any present or anticipated material benefit
arising therefrom.
[SIGNATURES ON FOLLOWING PAGE]
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SIGNATURE PAGE FOR PROFESSIONAL SERVICES AGREEMENT
BETWEEN THE CITY OF ARCADIA
AND 11:11 A COLLECTIVE CREATIVE INC.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first
written above.
CITY OF ARCADIA 11:11 A CREATIVE COLLECTIVE INC.
By T By: �4,1./1i c�' '
D azzaretto Signature
City Manager
Date: �ov nc_i_. I b)241. Its: Co-Director
Erin Stone
ATTEST: Printed Name
By:"ZZ, Date: 11/4/21
City Clerk
APPROVED AS TO FORM By:
By: P' � Its: Co-Director
Stephe P. Deitsch
City Attorney Addy Renteria
Printed Name
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EXHIBIT A
Scope of Services
A. The development and artistic decoration of eleven (11) traffic control utility boxes ("Street
Boxes") at the locations outlined below.. For six (6) of the Street Boxes, a second smaller
utility box located nearby (marked "A" on list below) shall be included in the development
and artistic decoration.
1&1A Baldwin/Fairview(NE corner)
2&2A Baldwin/Duarte(NW&NE)
3 Baldwin/Naomi(SE)
4 Baldwin/Camino Real(NE)
5&5A Huntington/Colorado(SW)
6&6A Huntington/Santa Clara(SE)
7&7A Huntington/Santa Anita(SW&SE)
8 Huntington/First(SW)
9&9A Huntington/Gateway(SE)
10 First/Wheeler(SW)
11 First/Santa Clara(NW)
B. Catalogue and photograph each box and list the boxes online for public viewing at
www.streetboxart.com or another agreed upon website. The boxes shall be listed for a
minimum time-period of two (2) years from completion of the Project.
C. Assist the City with maintenance of all artwork for two(2)years from the date of completion
of each Street Box. Each artist shall be contracted with 11:11 A Creative Collective Inc.
(11:11 ACC) and/or the City for a two-year period to maintain the integrity of the artwork
should less than 50% of the artwork be damaged. The City will organize initial graffiti
abatement and then notify 11:11 ACC in the event the artwork needs to be touched up.
11:11 ACC will coordinate directly with the artist to schedule this maintenance work and
to obtain/supply materials as needed at no additional cost to the City.
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EXHIBIT B
Schedule of Charges/Payments
Not to exceed $14,950 based on the following work:
• $13,750 For Development, maintenance and listing of 11 standard utility boxes (11 boxes
@ $1250 per box)
• $1,200 For Development, maintenance of 6 supplemental utility boxes (6 boxes @ $200
per box)
Consultant will invoice City at the completion of each phase listed below and outlined in
further detail in Exhibit C:
1. $4,525 upon completion of Phase I of Project: Site Selection and Execution of
Professional Services Agreement
2. $4,525 upon completion of Phase II of Project: Art Selection and Preparation
3. $5,900 upon completion of Phase III of Project: Application of Artwork and Project
Completion
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EXHIBIT C
Activity Schedule &Additional Project Notes
Phase I
Site Selection & Execution of Professional Services Agreement
a. Site analysis
b. Develop site selection criteria
c. Formulate options and recommendations
d. Proposals and if required, introductory presentations to community
organizations involved
e. Coordination with city staff to review permit and approval requirements and finalize
box locations
Phase II
Art Selection & Preparation
a. Development of project guidelines, artists applications, waivers, contracts,
insurance, maintenance plan and all other pertinent paperwork
b. Coordinating with city staff and stakeholders to determine curatorial theme
c. Publicity, promotion, artist call posted
d. Receipt of artists' submissions
e. Voting and approval of artists rendering submissions
f. Choose artists and award contracts
g. Acquisition of permissions and permits
h. Coordinate and schedule painting dates ×
Phase III
Application of Artwork& Project Completion
a. Purchase of all required materials for site preparation and application of artwork
b. Site preparation
c. Oversight and application of artwork
d. Artist relations and oversight and application of approved artwork and maintenance of
site during application ensuring adherence to public safety laws
e. Application of anti-graffiti protection
f. Execute contracts for maintenance of artwork for a two (2) year period from date of
completion
g. Identifying placard with scannable QR code is fixed to each box
h. Boxes catalogued, photographed and posted at the website www.streetbox.com or
another agreed upon website for a minimum period of two (2) years.
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Additional Project Notes
• Once themes are chosen and publicized, they cannot be changed.
• A second artist call will not be administered unless there aren't sufficient number of
applicants.
- 11:11 ACC shall review the initial artwork submittals and provide the City with an agreed upon
number of recommended finalists. The City will make the final decision on design selections
from the group of recommended finalists.
• Artists will not be asked to create additional renders without being guaranteed a box to paint.
- Most communication for the project must be done via email to ensure written record and
project notes
Selection of Artwork
Artwork will be determined ineligible for the following reasons:
- infringe upon a registered trademark, patent or copyright;
• advertise for a financial benefit or commercial purpose;
- resemble a traffic control device or regulatory sign;
• contain reflective material, mirrors, or causes a glare;
- campaign for specific legislation, or the election or recall of a public official;
• promote violence, nudity, illegal drugs, deviant behavior or an illegal activity;
• portray acts deemed obscene, vulgar, profane, or scatological;
• denigrate a specific group based on ethnicity, national origin, age, disability, religion, gender,
or sexual orientation;
• denigrate the military, law enforcement, fire rescue and support, government services, or
public officials;
- denigrate animals or any living creature protected under the Federal Endangered Species
Act.
• is plagiarized, stolen, or copied from another source;
- defames or invades the rights of any person, living or dead;
• collage work requiring anything to be glued onto the box;
- may reasonably be construed as false or fraudulent; obscene matter, as defined in California
Penal Code Section 311 or any successor legislation; harmful matter for minors, as defined
in California Penal Code Section 313 or any successor legislation.
Designs will be chosen based on the following criteria:
• Evaluation of artistic excellence including quality of the art and artist originality;
• Creative and innovative concepts in relationship to the theme;
• Appropriate regard for the nature of the space and the audience.
• Experience and professionalism of the artist.
• Ease of communication and prompt response from the artist.
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Responsibilities of City
• Approve and issue all necessary permits to complete the work, and make prompt response
a priority.
• Make final selection of utility box locations - provide detailed list of locations to be included
in the project. Including notes about each location.
• Removal of graffiti. Once anti graffiti coating is applied, most graffiti is removable with
cleaning solutions. Should the tagging NOT be removable, the artist is contracted for a two
year period to maintain the integrity of the artwork, should less than 50% of the artwork be
damaged. We ask that the contracting agency organize initial graffiti abatement and notify
11:11 when the artist needs to touch up their artwork.
Project Marketing & Promotion
• 1:11 ACC will design, print and distribute 1,000 `Artist Call' flyers (5x7 full color) notifying the
community of the opportunity.
• 11:11 ACC will create and distribute a press release to the organization's media contacts
(300+) press release will be shared with contracting agencies and project partners.
• Social media platforms will be populated with the Artist Call posts: Facebook, Instagram and
Twitter(15k + followers combined). Project will be documented throughout the entire process.
• Media and email campaigns will be designed and sent on a monthly basis highlighting each
phase of the project
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