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Home My WebLink AboutSherwood Artworks; 2005-04-11;AMENDMENT NO. ONE TO EXTEND THE AGREEMENT FOR THE INSTALLATION OF ARTWORK SERVICES (Sherwood Artworks) / This Amendment No. One is entered into and effective as of the^ day of /%4t^yC, 200^_, extending the agreement dated Apri 1-2^2005 (the "Agreement") by and between the City of Carlsbad, a municipal corporalionT ("City"), and Sherwood Artworks, ("Contractor") (collectively, the "Parties"). RECITALS A. The Parties desire to extend the Agreement until July 15, 2006. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Lender agree as follows: 1. The Agreement, as may have been amended from time to time, is hereby extended for a period of April 21, 2006 through July 15, 2006. 2. All other provisions of the Agreement, as may have been amended from time to time, shall remain in full force and effect. 3. All requisite insurance policies to be maintained by the Lender pursuant to the Agreement, as may have been amended from time to time, shall include coverage for this Amendment. City Attorney Approved Version #05.22.01 4. The individuals executing this Amendment and the instruments referenced on behalf of Lender each represent and warrant that they have the legal power, right and actual authority to bind Lender to the terms and conditions hereof of this Amendment. LENDER* (pfcint name/title) (e-mail address) *By: (sign here) (print name/title) (e-mail address) APPROVED AS TO FORM: RONALD R. BALL, City Attorney CITY OF CARLSBAD, a municipal corporation of the State of California By: City Manager .or Mayor. City Clerk ^N ov :<«..••• O :fZf• City Attorney Approved Version #05.22.01 AGREEMENT FOR THE INSTALLATION OF ARTWORK SERVICES (Sherwood Artworks) is made and entered into as of the //aJ day of , 20&< by and between the CITY OF CARLSBAD, a municipal ARTWORKS, a sole propriotorship, (“Contractor”). RECITALS City requires the professional services of a company that is experienced in the installation of artwork. Contractor has the necessary experience in providing these professional services, has submitted a proposal to City and has affirmed its willingness and ability to perform such work. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. ScoDe 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. written. Term. This Agreement will be effective for a period of one year from the date first above 3. Compensation. The total fee payable for the Services to be performed will not exceed ten thousand dollars ($10,000). 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 in whole or in part by any willful misconduct or negligent act or omission of the 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 City Attorney Approved Version #04.04.02 1 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. IO. 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 sea., and Carlsbad Municipal Code Sections 3.32.025, gt ~eq. 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 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. monies due or to become due under it, without the prior written consent of City. Assiqnment. Contractor may assign neither this Agreement nor any part of it, nor any 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. ... ... ... ... ... ... ... ... ... ... .. .. City Attorney Approved Version #04.04.02 2 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. CONTRACT0 R CITY OF CARLSBAD, a municipal *By: (signwe) ~~~ ~~~ (e-mail address) LORRAINE M. W City Clerk APPROVED AS TO FORM: RONALD R. BAL City Attorney Approved Version #04.04.02 3 EXHIBIT “A” SCOPE OF SERVICES Working with the Cannon Art Gallery Coordinator, Contractor will install the following exhibits at the William D. Cannon Art Gallery. January 23,2005-March 18,2005 Victor Raphael: Space Fields April 3, 2005-May 20,2005 2005 Juried Biennial June 5,2005-July 29, 2005 Painted Ladies August 10,2005-A~g~~t 26,2005 On Your Own Time September 1 1,2005-November 13,2005 Jean Lowe December 3,2005-January 22,2005 2005 Invitational City Attorney Approved Version #04.04.02 4