Administering Agency: Nevada County Click or tap here to enter text. Contract No. Contract Description: Click or tap here to enter text. Nevada County Personal Service Contract for Artist Services THIS PERSONAL SERVICES CONTRACT (“Contract”) is made at Nevada City, California, as of Click or tap to enter a date. by and between the County of Nevada, ("County"), and Click or tap here to enter text.("Artist"), who agree as follows: 1. Services Subject to the terms and conditions set forth in this Contract, Artist shall grant to the County a limited, non-exclusive license to use the artwork described herein and to provide the services described in section 4 below. Artist shall provide said services at the time, place, and in the manner specified in section 4 below. 2. Payment County shall pay Artist for services rendered pursuant to this Contract at the time and in the amount set forth in Schedule of Payments on page 5 of this Contract. The commission payments specified on page 5 shall be the only payment made to Artist for services rendered pursuant to this Contract. Artist shall submit all billings for said services to County in the manner specified on page 5; or, if no manner be specified on page 5, then according to the usual and customary procedures which Artist uses for billing clients similar to County. The amount of the contract commission shall not exceed three thousand Dollars ($3,000). 3. General Terms and Conditions 3.1 County primary area of exposure is Western Nevada County but is not limited to Nevada County. 3.2 COUNTY will work with professional, third-party vendors who provide a template, and photograph, print and wrap the artwork. In the unlikely event that the work is destroyed, torn, defaced, or damaged COUNTY will make its best efforts to fix or replace the artwork. However, COUNTY is not liable if the work cannot be fixed. 3.3 Artist shall obtain written granted permission for anyone portrayed in their artwork. 3.4 County will have the right to use the Artist’s name and image for promotion and publicity including but not limited to COUNTY website, newsletter, printed promotional materials, press releases, social media & distribution to press outlets. The County will do their best to make sure all third parties credit the Artist but are not responsible for any mistakes. 3.5 COUNTY is not responsible for any images misuse. 3.6 COUNTY is not responsible for incorrect, inaccurate or incomplete information, whether caused by COUNTY or its vendors. 3.7 COUNTY has the right to print the name of the selected Artist unless otherwise agreed to in writing. 3.8 The Artist confirms they are the sole copyright owner and creator of the artwork. If Artist breaks any copyright on their artwork Artist agrees to full responsibility regarding all royalties and fees owed to the person they broke the copyright with. 3.9 The Artist confirms to the best of their knowledge, the work does not contain any infringing, threatening, false, misleading, abusive, harassing, libelous, defamatory, vulgar, obscene, scandalous, inflammatory, pornographic or profane content. 3.10 The Artist confirms to the best of their knowledge, the work does not contain any material that could constitute or encourage conduct which would be considered a criminal offense, give rise to civil liability, or otherwise violate any law. 3.11 County contracts for the services of Artist as (an) independent Artist(s) and not as (an) employee(s). Individual. Payment shall be made to contract Artist only. Artist shall be responsible for complying with applicable state and federal law and Internal Revenue Service regulations pertaining to the withholding of taxes, and for complying with any applicable union or federation rules, including those pertaining to deduction of dues and to health and welfare violations. 3.12 Artist shall have the sole responsibility for the payment of any and all royalty fees payable as a result of the art work of any copyrighted materials. Artist shall indemnify and hold the County harmless for the failure of Artist to pay royalty fees due hereunder pursuant to the copyright laws of the United States or any other country. 3.13 Artist shall have sole responsibility and liability for any damage to or loss of Artist’s equipment used in performance of this Contract. 3.14 County shall provide or pay for only those items or services specifically indicated in this Contract. No additional costs for items or services will be borne by the County without its prior consent, specifically written herein. 3.15 County shall not, under any circumstances, be required to indemnify or hold Artist harmless for any claims, losses or liabilities of any kind, and any provision to this or any other contract purporting to impose such liability upon the County shall be null and void. 3.16 Neither party shall be responsible for complying with any provision of this Contract when prevented from complying with such contractual provision due to an act of God or any other legitimate condition beyond the control of such party. 3.17 The parties hereto will not discriminate against any employee or applicant for employment because of race, color, religion, creed, age, sex, marital status, national origin, ancestry, or physical or mental handicap unrelated in nature and extent so as reasonably to preclude performance of such employment. 3.18 Artist warrants that Artist has not employed or retained, paid or agreed to pay any person, partnership, corporation or other entity, other than a bona fide employee or agent working for Artist, to solicit or secure this Contract. 3.19 If Artist fails to fulfill Artist’s obligations under this Contract properly and on time, or otherwise violates any provision of this Contract, County may terminate this Contract by written notice to Artist. The notice shall specify the acts or omissions relied upon as cause for termination. County shall pay Artist fair and equitable compensation for satisfactory performance prior to receipt of notice of termination, less the amount of damages caused by Artist’s breach. If the damages are more than the compensation payable to Artist, Artist will remain liable after termination and County may affirmatively collect damages. 3.20 This Contract may be terminated by County in accordance with this clause whenever County shall determine that such termination is in its best interest. County shall pay all reasonable costs associated with this Contract that Artist has incurred up to the date of termination and all reasonable costs associated with termination of this Contract. However, Artist shall not be reimbursed for any anticipatory profits that have not been earned up to the date of termination. 3.21 The validity, interpretation and effect of this Contract shall be governed by the laws of the State of California, without respect to conflict of laws principles. Further, the laws of the State of California shall govern all rights, obligations, remedies and liabilities arising pursuant to this Contract. No claim or dispute from or relating to this Contract shall be required to be submitted to or settled by any type of arbitration process. Any legal proceedings involving such claim or dispute shall be brought in the appropriate court in the state of California, County of Nevada. 3.22 Any person or entity executing this Contract on behalf of Artist expressly warrants that such person or entity is duly authorized to execute this Contract on behalf of Artist for this engagement at the time and place specified in this Contract. 3.23 Any documents attached herein between County and Artist pertaining to this engagement shall be deemed supplemental and subordinate to this County Personal Services Contract. The terms and conditions of this Artist Contract, and the rights, privileges, duties and obligations arising pursuant thereto, shall be controlling in the event of conflict and at all other times and in all events and situations. 3.24 All additions to and deletions from this Contract (including any attachments hereto) must be initialed by both parties in order to be valid. This Contract (including any riders attached hereto and incorporated by reference herein) represents the complete and final expression of the Contract between the parties. The parties will be responsible only for those items expressed in this Contract, irrespective of any additional or contrary oral or written statements or representations. 4. Scope of Services The Artist’s work for this project has been preselected by an evaluation Panel and voted on by members of the Public on behalf of Formal “Call for Artist” advertising dated 3/19/21. Project Overview: Nevada County Transit Services Division sought original artwork from local Nevada County artists to be used as designs for bus wraps for the Nevada County Transit bus fleet. The project requested Artists to design an image that could be easily reproduced, visually captivating and which may be sized and formatted to cover the sides, and roof, of a thirty-two foot transit bus as a vinyl “wrap”. The Artist assigned to this Contract respond to the formal “Call for Artist” by submitting 3 – 5 original designs or concepts which could easily be translated into a vinyl wrap for a bus. Initial submissions were evaluated by the Project Team who chose up to ten (10) designs/concepts which were then displayed for a public show via County social media pages and Nevada County Arts Counsel web site. As a part of the show the public were asked to vote on their favorite design/concept. The Artist assigned to this Contract received the most public votes and was chosen to be installed as the “bus wrap” for the Transit Services Division fleet of eleven (11) fixed route buses. One design from the Artist assigned to this Contract will be selected for the fleet of eleven buses and displayed for not less than 18 months. 4.1 The Artist’s work has been preselected based on County evaluation process and a public vote. The Artist’s work is the artistic expression, scope, design, size, material, texture, and color designed and created by the Artist assigned to this Contract. 4.2 The location of the artwork will be installed as the “bus wrap” (a vinyl wrap to be produced in part of a separate Contract) for the Nevada County Transit Services Division fleet of eleven (11) fixed route buses. 4.3 A photo and written description of the artwork is to be attached to this Contract, and by this reference, incorporated into this Contract as though set forth fully herein. 4.4 Any surrounding design features considered integral to the aesthetic integrity of the artwork shall be stipulated by the Artist. The selected Artwork will be transposed into the vinyl wrap installed on the sides and top of each bus. Bus side- 21'3" (647.7 cm)- Length x 8'9" (266.7 cm)-Height 4.5 If requested by County at any time during the execution of this Contract, the Artist shall prepare and present to County Board of Supervisors, Nevada County Transit Authority or other governing body(ies), detailed drawings by the Artist and/or other documents to describe the size and character of the artwork. Such items, if requested, shall by this reference be incorporated into this Contract as though set forth fully herein. 4.6 The Artist shall present the artwork, in accordance with the Artist’s design, to County in the format (.PDF, .JPG etc.) requested by the selected Contractor developing the “bus wraps” when requested by County. 4.7 The Artist shall work with the County Contract Administrator for all communications, delivery or artwork and any necessary coordination with the selected Contractor to execute delivery of the “bus warps.” 4.8 An identification marker including the Artist’s name and other information pertinent to the artwork shall be publicly displayed and identified with the artwork. The identification marker shall be provided by County with text approved by the Artist. 4.9 Artist agrees the selected artwork will be displayed on the 11 buses for no less than18 months and removed thereafter. County reserves the right to leave the artwork installed for a longer duration of time with no required approval by the Artist. County also reserves the right to only install the artwork on the amount of buses within the Departments budget. 4.10 Artist agrees the County reserves the right to dispose of the vinyl wraps upon removal without prior consent of the Artist but not prior to the 18 months. 4.11 Artist acknowledges the 18 month display time frame shall begin upon installation of the first vinyl wrap being completed. County Contract Administrator shall communicate the installation date to the Artist. 4.12 Artist agrees the selected artwork may be utilized, without prior consent from the Artist, for marketing, advertising and display purposes across multiple media forms including but not limited to, web based, social media, bus shelter posters, press releases and transit campaigns. 4.13 Artist agrees to complete the attached “Waiver of Rights Pursuant to the Visual Artists Rights Act” and further agrees to waive the rights conferred by 17 U.S.C. §106A(a), in accordance with the waiver provision of 17 U.S.C. §106A(e)(1). 5. Indemnification and Insurance Requirements 5.1. Artist hereby agrees to protect, defend, indemnify, and hold County, its officers, agents, employees, and volunteers, free and harmless from any and all losses, claims, liens, demands, and causes of action of every kind and character including, but not limited to, the amounts of judgments, penalties, interest, court costs, legal fees, and all other expenses incurred by County arising in favor of any party, including claims, liens, debts, personal injuries, death, or damages to property (including employees or property of the County) and without limitation, all other claims or demands of every character occurring or in any way incident to, in connection with or arising directly or indirectly out of, the Agreement. Artist agrees to investigate, handle, respond to, provide defense for, and defend any such claims, demand, or suit at the sole expense of the Artist, using legal counsel approved in writing by Artist. Artist also agrees to bear all other costs and expenses related thereto, even if the claim or claims alleged are groundless, false, or fraudulent. This provision is not intended to create any cause of action in favor of any third party against Artist or the County or to enlarge in any way the Artist’s liability but is intended solely to provide for indemnification of County from liability for damages or injuries to third persons or property arising from Artist’s performance pursuant to this Agreement. Artist’s indemnity and other obligations shall not be limited by the insurance requirements and shall survive the expiration of this agreement. 5.2. County hereby agrees to protect, defend, indemnify, and hold County, its officers, agents, employees, and volunteers, free and harmless from any and all losses, claims, liens, demands, and causes of action of every kind and character including, but not limited to, the amounts of judgments, penalties, interest, court costs, legal fees, and all other expenses incurred by County arising in favor of any party, including claims, liens, debts, personal injuries, death, or damages to property (including employees or property of the County) and without limitation, all other claims or demands of every character occurring or in any way incident to, in connection with or arising directly or indirectly out of, the Agreement. County agrees to investigate, handle, respond to, provide defense for, and defend any such claims, demand, or suit at the sole expense of the County, using legal counsel approved in writing by County. County also agrees to bear all other costs and expenses related thereto, even if the claim or claims alleged are groundless, false, or fraudulent. This provision is not intended to create any cause of action in favor of any third party against County or the County or to enlarge in any way the County’s liability but is intended solely to provide for indemnification of County from liability for damages or injuries to third persons or property arising from County’s performance pursuant to this Agreement. County’s indemnity and other obligations shall not be limited by the insurance requirements and shall survive the expiration of this agreement. 5.3. Artist shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder by the artist, its agents, representatives, or employees. Coverage shall be at least as broad as: (a) Commercial General Liability CGL): Insurance Services Office Form CG 00 01 covering CGL on an “occurrence” basis, including products and completed operations, property damage, bodily injury and personal & advertising injury with limits no less than $500,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location (ISO CG 25 03 or 25 04) or the general aggregate limit shall be twice the required occurrence limit. (c) Workers’ Compensation insurance as required by the State of California, with Statutory Limits, and Employer’s Liability Insurance with limit of no less than $1,000,000 per accident for bodily injury or disease. (Not required if contractor provides written verification it has no employees). 5.4. Other Insurance Provisions: The insurance policies are to contain, or be endorsed to contain, the following provisions: (a) Additional Insured Status: The County, its officers, employees, agents, and volunteers are to be covered as additional insureds on the CGL policy with respect to liability arising out of the work or operations performed by or on behalf of the Contractor including materials, parts, or equipment furnished in connection with such work or operations. General liability coverage can be provided in the form of an endorsement to the Contractor’s insurance (at least as broad as ISO Form CG 20 10 11 85 or both CG 20 10, CG 20 25, CG 20 33, or CG 20 38; and CG 20 37 forms if later revisions used.) (b) Primary Coverage For any claims related to this contract, the Contractor’s insurance shall be primary insurance primary coverage at least as broad as ISO CG 20 01 04 13 as respects the County, its officers, employees, agents, and volunteers. Any insurance or self-insurance maintained by the County, its officers, employees, agents, and volunteers shall be excess of the Contractor’s insurance and shall not contribute with it. (c) Notice of Cancellation This policy shall not be changed without first giving thirty (30) days prior written notice and ten (10) days prior written notice of cancellation for non-payment of premium to the County of Nevada. (d) Waiver of Subrogation Contractor hereby grants to County a waiver of any right to subrogation which any insurer of said Contractor may acquire against the County by virtue of the payment of any loss under such insurance. Contractor agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the County has received a waiver of subrogation endorsement from the insurer. (e) Deductible and Self-Insured Retentions must be declared to and approved by the County. The County may require the Contractor to provide proof of ability to pay losses and related investigations, claims administration, and defense expenses within the retention. The Policy language shall provide, or be endorsed to provide, that the self-insured retention may be satisfied by either the named insured or County. (Note – all deductibles and self-insured retentions must be discussed with risk, and may be negotiated) (f) Acceptability of Insurers: Insurance is to be placed with insurers authorized to conduct business in the state with a current A.M. Best’s rating of no less than A:VII, unless otherwise acceptable to the County. (g) Claims Made Policies if any of the required policies provide coverage on a claims-made basis: (note – should be applicable only to professional liability) i. The Retroactive Date must be shown and must be before the date of the contract or the beginning of contract work. ii. Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the contract of work. iii. If the coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a Retroactive Date, prior to the contract effective date, the Contractor must purchase “extended reporting” coverage for a minimum of five (5) years after completion of contract work. (h) Verification of Coverage Contractor shall furnish the County with original Certificates of Insurance including all required amendatory endorsements (or copies of the applicable policy language effecting coverage required by this clause) and a copy of the Declarations and Endorsement Page of the CGL policy listing all policy endorsements to County before work begins. However, failure to obtain and provide verification of the required documents prior to the work beginning shall not waive the Contractor’s obligation to provide them. The County reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time. (i) Subcontractors Contractor shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein, and Contractor shall ensure that County is an additional insured on insurance required from subcontractors. For CGL coverage subcontractors shall provide coverage with a format at least as broad as CG 20 38 04 13. (j) Special Risks or Circumstances County reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances. (k) Conformity of Coverages If more than one policy is used to meet the required coverages, such as an umbrella policy or excess policy, such policies shall be following form with all other applicable policies used to meet these minimum requirements. For example, all policies shall be Occurrence Liability policies or all shall be Claims Made Liability policies, if approved by the County as noted above. In no cases shall the types of polices be different. (l) Premium Payments The insurance companies shall have no recourse against the COUNTY and funding agencies, its officers and employees or any of them for payment of any premiums or assessments under any policy issued by a mutual insurance company. (m) Material Breach Failure of the Contractor to maintain the insurance required by this agreement, or to comply with any of the requirements of this section, shall constitute a material breach of the entire agreement. (n) Certificate Holder The Certificate Holder on insurance certificates and related documents should read as follows: County of Nevada 950 Maidu Ave. Nevada City, CA 95959 Upon initial award of a contract to your firm, you may be instructed to send the actual documents to a County contact person for preliminary compliance review. Certificates which amend or alter the coverage during the term of the contract, including updated certificates due to policy renewal, should be sent directly to Contract Administrator ce coverage for injury, death, and property damage claims arising from its wrongful or negligent acts or omissions in performing this Contract. Such insurance coverage shall have limits of not less than $1,000,000 per occurrence. Such insurance policy or policies shall name the County as additionally insured and shall contain provisions that such coverage shall not be canceled or reduced in amount except upon fifteen (15) days’ written notice to all named insureds. The County shall be furnished with a copy of the policy or a certificate of insurance at least twenty (20) days prior to the first engagement scheduled pursuant to this Contract. Artist shall indemnify and hold the County harmless for all costs to the County resulting from the wrongful or negligent acts or omissions of Artist in the performance of this Contract.   Waiver of Rights Pursuant to the Visual Artists Rights Act I, have prepared designs for the following art work: Specifically for Nevada County Transit Public Art Installation of Transit Fleet Buses. The above-described work may be considered to be a “work of visual art” subject to the provisions of the federal Visual Artists Rights Act of 1990, specifically the rights of certain authors to attribution and integrity, as codified at 17 U.S.C. §106A(a). I am an author of the work(s) described herein, and am authorized to waive the rights conferred by §106A(a), in accordance with the waiver provision of 17 U.S.C. §106A(e)(1). STATUTORY PROVISIONS 17 U.S.C. §106A - Rights of certain authors to attribution and integrity. (a) Rights of Attribution and Integrity. - Subject to section 107 and independent of the exclusive rights provided in section 106, the author of a work of visual art – (1) shall have the right - (A) to claim authorship of that work, and (B) to prevent the use of his or her name as the author of any work of visual art which he or she did not create; (2) shall have the right to prevent the use of his or her name as the author of the work of visual art in the event of a distortion, mutilation, or other modification of the work which would be prejudicial to his or her honor or reputation; and (3) subject to the limitations set forth in section 113(d), shall have the right - (A) to prevent any intentional distortion, mutilation, or other modification of that work which would be prejudicial to his or her honor or reputation, and any intentional distortion, mutilation, or modification of that work is a violation of that right, and (B) to prevent any destruction of a work of recognized stature, and any intentional or grossly negligent destruction of that work is a violation of that right. 17 U.S.C. §106A(e)(1) – Transfer and waiver. The rights conferred by subsection (a) may not be transferred, but those rights may be waived if the author expressly agrees to such waiver in a written instrument signed by the author. Such instrument shall specifically identify the work, and uses of that work, to which the waiver applies, and the waiver shall apply only to the work and uses so identified. In the case of a joint work prepared by two or more authors, a waiver of rights under this paragraph made by one such author waives such rights for all such authors. WAIVER As author of the above-described work, I hereby permanently waive my rights pursuant to 17 U.S.C. §106A(a)(3) to prevent any distortion, mutilation, modification or destruction of that work, for whatever reason and for whatever use of the work such distortion, mutilation, modification or destruction of the work is undertaken. This waiver does not extend to the rights of attribution conferred by 17.U.S.C. §106A(a)(1) or §106A(a)(2).   SCHEDULE OF PAYMENTS Terms of Commission Payment: Commission Payment will be made by Nevada County, payable to , within thirty (30) days of the last day of the engagement or the date on which the County receives the fully executed contract, whichever is later. Federal Tax Identification or Social Security Number: 1. Is the payee or beneficiary of the payment a US citizen or permanent resident alien? No If no, forward either email address of payee or contact the County Non Resident Alien Tax Specialist in the Office of International Programs at ext. 42919. 2. If the payment is made to a company for goods and services, does the company have an establishment in the United States? If no, follow same instructions as above. PAYMENT AMOUNT: Payment for the Artist’s work in accordance with the terms and conditions of this agreement shall not exceed $3,000 and shall be payable NET 30 upon receipt of an invoice approved by County Transit Program Manager. ACCEPTANCE BY THE PARTIES: IN WITNESS WHEREOF, the parties hereto have executed and delivered this Contract as of the date first above written and do hereby acknowledge and accept the General Terms and Conditions, as set forth on pages three through four, as fully incorporated by reference in this Entertainment/Performer Contract.