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HomeMy WebLinkAboutRamirez, Leslie Powell; 2008-01-04;AGREEMENT FOR PROFESSIONAL SERVICES (Leslie Powell Ramirez) THIS AGREEMENTJs made and entered into as of the "V _ day of , by and between the CITY OF CARLSBAD, a municipal corporation, ("Orty"), and Leslie Powell Ramirez, ("Contractor"). RECITALS City requires the professional services of a contractor that is experienced in writing arts education curriculum to coincide with exhibitions in the William D. Cannon Art Gallery. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. Scope of Work. City retains Contractor to perform, and Contractor agrees to render, those services (the "Services") that are defined in Exhibit "A", attached and incorporated by this reference in accordance with the terms and conditions set forth in this Agreement. 2. Term. This Agreement will be effective for a period of six months from the date first above written. 3. Compensation. The total fee payable for the Services to be performed is not to exceed four thousand three hundred dollars ($4,300), payable in four installments, (within ten days of receipt of final version of the "In Focus: National Geographic Greatest Portraits" resource guide; within ten days of receipt of the tour script and related gallery activities, within ten days of final version of the "On Flowers" resource guide, and within ten days of receipt of final version of tour script and related gallery activities). No other compensation for the Services will be allowed except for items covered by subsequent amendments to this Agreement. City reserves the right to withhold a ten percent (10%) retention until City has accepted the work and/or the Services specified in Exhibit "A." 4. Status of Contractor. Contractor will perform the Services as an independent contractor and in pursuit of Contractor's independent calling, and not as an employee of City. Contractor will be under the control of City only as to the results to be accomplished. 5. Indemnification. Contractor agrees to indemnify and hold harmless the City and its officers, officials, employees and volunteers from and against all claims, damages, losses and expenses including attorneys fees arising out of the performance of the work described herein caused by any negligence, recklessness, or willful misconduct of the City Attorney Approved Version #11.28.06 Contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable. The parties expressly agree that any payment, attorney's fee, costs or expense City incurs or makes to or on behalf of an injured employee under the City's self- administered workers' compensation is included as a loss, expense or cost for the purposes of this section, and that this section will survive the expiration or early termination of this Agreement. 6. Insurance. Contractor will obtain and maintain policies of commercial general liability insurance, automobile liability insurance, a combined policy of workers' compensation, employers liability insurance, and professional liability insurance from an insurance company authorized to transact the business of insurance in the State of California which has a current rating in the Best's Key Rating guide of at least A-:V in an amount of not less than five hundred thousand dollars ($500,000) each, unless otherwise authorized and approved by the City Attorney or the City Manager. Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. The insurance will be in force during the life of this Agreement and will not be canceled without thirty (30) days prior written notice to the City by certified mail. City will be named as an additional insured on General and Automobile liability. Contractor will furnish certificates of insurance to the Contract Department, with endorsements to City prior to City's execution of this Agreement. 7. Conflict of Interest. City will evaluate Contractor's duties pursuant to this Agreement to determine whether disclosure under the Political Reform Act and City's Conflict of Interest Code is required of Contractor or any of Contractor's employees, agents or subcontractors. Should it be determined that disclosure is required, Contractor or Contractor's employees, agents, or subcontractors will complete and file with the City Clerk those schedules specified by City and contained in the Statement of Economic Interests Form 700. 8. Compliance With Laws. Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment and will obtain and maintain a City of Carlsbad Business License for the term of this Agreement. 9. Termination. City or Contractor may terminate this Agreement at any time after a discussion, and written notice to the other party. City will pay Contractor's costs for services delivered up to the time of termination, if the services have been delivered in accordance with the Agreement. 10. Claims and Lawsuits. By signing this Agreement, Contractor agrees it may be subject to civil penalties for the filing of false claims as set forth in the California False Claims Act, Government Code sections 12650, et seq.. and Carlsbad Municipal Code Sections 3.32.025, et seq. Contractor further acknowledges that debarment by another jurisdiction is grounds for the City of Carlsbad to terminate this Agreement. 11. Venue and Jurisdiction. Contractor agrees and stipulates that the proper venue City Attorney Approved Version #11.28.06 and jurisdiction for resolution of any disputes between the parties arising out of this Agreement is the State Superior Court, San Diego County, California. 12. Assignment. Contractor may assign neither this Agreement nor any part of it, nor any monies due or to become due under it, without the prior written consent of City. 13. Amendments This Agreement may be amended by mutual consent of City and Contractor. Any amendment will be in writing, signed by both parties, with a statement of estimated changes in charges or time schedule. 14. Authority. The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Agreement. CONTRACTOR Leslie Powell Ramirez (sign here) Leslie Powell Ramirez (print name/title) Ipo 'By: (e-mail address) (sign here) CITY OF /CARJ. corporation^oftbe^tete o (print name/title) (e-mail address) City Attorney Approved Version #11.28.06 If required by City, proper notarial acknowledgment of execution by contractor must be attached. If a Corporation, Agreement must be signed by one corporate officer from each of the following two groups. *Group A. **Group B. Chairman, Secretary, President, or Assistant Secretary, Vice-President CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: RONALD R. BALL, City Attorney Deputy City Attorney City Attorney Approved Version #11.28.06 EXHIBIT A Scope of Work Scope of Work: Working in conjunction with the Arts Education Coordinator and Gallery Curator, the Contractor will produce a Resource Guide, Tour Script, Related Gallery Activities and Materials for two exhibitions: "In Focus: National Geographic Greatest Portraits" and "On Flowers," which will be presented in the William D. Cannon Art Gallery. Each Resource Guide is designated to be used by third- and fourth-grade teachers to help them prepare their students for an on-site visit to the William D. Cannon Art Gallery and includes: • Details about visiting the Gallery • Introduction to the Exhibition • Information about the artists and artwork on display • Pre- and post-visit lesson plans, with a master copy of 5 to 7 images related to the Exhibition and the lesson plans • Bibliography All materials must be aligned with the Visual and Performing Arts Content Standards for California Public Schools for grades 3 and 4. For the "In Focus: National Geographic greatest Portraits" exhibition the Contractor will deliver the final version (approved by the Cultural Arts Office's Arts Education Coordinator) of the Resource Guide to the Cultural Arts Office for printing by December 12, 2007. For the "On Flowers" exhibition the Contractor will deliver the final version (approved by the Cultural Arts Office's Arts Education Coordinator) of the Resource Guide to the Cultural Arts Office for printing by March 7, 2008. The Tour Script and Related Gallery Activities and Materials are designed to be used by the William D. Cannon Art Gallery staff during the on-site visits of the students. Contractor will deliver the final version (approved by the Cultural Arts Office's Arts Education Coordinator) to the Cultural Arts Office by January 18 and by March 31, 2008. Contractor will deliver the final version of the information and images for the "On Flowers" poster (approved by the Cultural Arts Office's Arts Education Coordinator) to the Cultural Arts Office by March 7, 2008. City Attorney Approved Version #11.28.06 Contractor will provide training to staff and volunteers on how to carry out the Tour Script and Related Gallery Activity Materials at the William D. Cannon Art Gallery on January 22 and April 1, 2008 from 9am to 11:30am. Payment Schedule: The total fee payable shall be $4300. No other compensation for services will be allowed. First payment:$1550 Second payment: $600 Third payment: $1550 Fourth payment: $600 payable within ten days of receipt of the final version of the "In Focus: National Geographic Greatest Portraits" Resource Guide. payable within ten days following the training session of staff and volunteers on how to carry out the "In Focus: National Geographic Greatest Portraits" Tour Script and Related Gallery Activities. payable within ten days of receipt of the final version of the "On Flowers" Resource Guide. payable within ten days following the training session of staff and volunteers on how to carry out the "On Flowers" Tour Script and Related Gallery Activities. City Attorney Approved Version #11.28.06