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HomeMy WebLinkAboutTorburn, Tara; 2005-10-03;AMENDMENT NO. 2 TO EXTEND THE AGREEMENT FOR GRAPHIC DESIGN SERVICES TARATORBURN This Amendment No. 2 is entered into and effective as of the day of 2007, extending the agreement dated October 3, 2005 (the "Agreement") by and between the City of Carlsbad, a municipal corporation, ("City"), and Tara Torburn, a Graphic Designer, ("Contractor") (collectively, the "Parties"). RECITALS A. On (August 13. 2007), the Parties executed Amendment No. 1 to the Agreement to amend the scope of work; and B. The Parties desire to extend the Agreement for a period of one (1) year; and NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. The Agreement, as may have been amended from time to time, is hereby extended for a period of one (1) year ending on October 2, 2008. 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 Contractor 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 Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions hereof of this Amendment. CITY OF corporati By:(sign here) *By: (print name/title) (e-mail address) (sign here) (print name/title) (e-mail address) LORRAINE City Clerk 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. Chairman, President, or Vice-President 'Group B. Secretary, Assistant Secretary, 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 By:, Deputy City Attorney City Attorney Approved Version #05.22.01 EXHIBIT "A" SCOPE OF SERVICES AND FEE Jobs will be prepared digitally for output directly to film negatives, or direct to printing plates as directed by project needs. • Mechanical preparation • Design and formatting text; typesetting • Download text, photos, graphics from email; format as required • Placement of photos and/or graphic elements where required • Digitally draw maps (coast, facility finder) • Meetings • Proofs and mock-us • Final review and fine-tuning of each page City Attorney Approved Version # 05.22.01 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT State of California County of S(W DlfiflO On ' /2.8/Q / before me, Date personally appeared JOfQ \£& zlty K hhi/gen fl Narnfi>fnd Title of Officer (e.g., "Jane Doe,Notary PubJjcJ)! Name(s) of Signer(s) 1KELLY K. HOUSED Commission * 1742030 Notary Public - California < San Diego County HfrComm.ExpteiApf27.20n D personally known to me B^or proved to me on the basis of satisfactory evidence) to be the person^) whose namef^ is/are subscribed to the within instrument and acknowledged to me that JjreVshe/the'y executed the same in blS/her/th^fr authorized capacity^), and that by h&her/tjje'ir signature^ on the instrument the person)^, or the entity upon behalf of which the personis) acted, executed the instrument. WITNESS my hand and official seal. Place Notary Seal Above OPTIONAL y.Signature of Notary Public Though the information below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document. Description of Attached Document Title or Type of Document: Document Date: Signer(s) Other Than Named Above: Number of Pages: Capacity(ies) Claimed by Signer(s) Signer's Name: D Individual D Corporate Officer — Title(s): D Partner — D Limited D General D Attorney in Fact D Trustee D Guardian or Conservator D Other: Signer Is Representing: RIGHT THUMBPRINT OF SIGNER Top of thumb here Signer's Name: D Individual D Corporate Officer — Title(s): D Partner — D Limited D General D Attorney in Fact D Trustee D Guardian or Conservator D Other: Signer Is Representing: RIGHT THUMBPRINT OF SIGNER Top of thumb here © 2006 National Notary Association • 9350 De Soto Ave., P.O. Box 2402 • Chatsworth, CA 91313-2402 Item No. 5907 Reorder: Call Toil-Free 1-800-876-6827 AMENDMENT NO. 1 TO AGREEMENT FOR GRAPHIC DESIGN SERVICES TARATORBURN This Amendment No. 1 is entered into and effective as of the " day of , 2007, amending the agreement dated October 3, 2005 (the "Agreemnt") by and between the City of Carlsbad, a municipal corporation, ("City"), and Tara Torburn, a Graphic Designer ("Contractor"), (collectively, the "Parties") for Graphic Design Services. RECITALS A. On October 3, 2005, the Parties executed an Agreement for Graphic Design Services; and B. The Parties desire to alter the Agreement's scope of work to include additional Graphic Design Services; and C. The Parties have negotiated and agreed to a supplemental scope of work and fee schedule, which is attached to and incorporated by this reference as Exhibit "A", Scope of Services and Fee. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. In addition to those services contained in the Agreement, as may have been amended from time to time, Contractor will provide those services described in Exhibit "A". 2. City will pay Contractor for all work associated with those services described in Exhibit "A" on a time and materials basis not-to-exceed Four Thousand dollars ($4,000.00). Total contract amount not to exceed Fourteen Thousand dollars ($14,000) per contract year. Contractor will provide City, on a monthly basis, copies of invoices sufficiently detailed to include hours performed, hourly rates, and related activities and costs for approval by City. 3. Contractor will complete all work described in Exhibit "A" by October 3, 2007. 4. All other provisions of the Agreement, as may have been amended from time to time, will remain in full force and effect. 5. All requisite insurance policies to be maintained by Contractor pursuant to the Agreement, as may have been amended from time to time, will include coverage for this Amendment. City Attorney Approved Version #05.22.01 6. The individuals executing this Amendment 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 Amendment. CONTRACTOR *B *By: (print name/title) (e-mail address) (sign here) (print name/title) (e-mail address) CITY OF CARLSBAD, a municipal corporation of the State of California By: City Manager or Mayor ATTEST: L/ORRAINgM. ity Clerk 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. Chairman, President, or Vice-President 'Group B. Secretary, Assistant Secretary, 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 B L, City Attorney Deputy City Attorney City Attorney Approved Version #05.22.01 EXHIBIT "A" SCOPE OF SERVICES AND FEE Jobs will be prepared digitally for output directly to film negatives, or direct to printing plates as directed by project needs. • Mechanical preparation • Design and formatting text; typesetting • Download text, photos, graphics from email; format as required • Placement of photos and/or graphic elements where required • Digitally draw maps (coast, facility finder) • Meetings • Proofs and mock-us • Final review and fine-tuning of each page City Attorney Approved Version # 05.22.01 X... CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT State of California County of _ On 7/2.S/Q7 Date personally appeared before me,.. Kellj Name and Title of Officer (e.g., "Jane Doe, Nptart Public") Public Name(s) of Signer(s) ICORNMMion* 1742030 No«aiy CubMc - CoKfomta San Dtogo County MyOonmB«*«»*y27.20n § i D personally known to me SKfor proved to me on the basis of satisfactory evidence) to be the person^) whose namejjs) is/are subscribed to the within instrument and acknowledged to me that tJ^/she/the'y executed the same in his/her/their authorized capacity(i^s), and that by hjsVher/tl^eir signature^) on the instrument the personj£), or the entity upon behalf of which the person(9f acted, executed the instrument. WITNESS my hand and official seal. Place Notary Seal Above OPTIONAL Signature of Notary Public Though the information below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document. Description of Attached Document Title or Type of Document: Document Date: Signer(s) Other Than Named Above: Number of Pages: Capacity(ies) Claimed by Signer(s) Signer's Name: D Individual D Corporate Officer — Title(s): D Partner — D Limited D General D Attorney in Fact D Trustee D Guardian or Conservator D Other: Signer Is Representing: RIGHT THUMBPRINT OF SIGNER Top of thumb here Signer's Name: D Individual D Corporate Officer — Title(s): D Partner — D Limited D General D Attorney in Fact D Trustee D Guardian or Conservator D Other: Signer Is Representing: RIGHT THUMBPRINTOF SIGNER Top of thumb here <y^^ © 2006 National Notary Association -9350 De Soto Ave., P.O. Box 2402 • Chatsworth, CA 91313-2402 Item No. 5907 Reorder: Call Toll-Free 1-800-876-6827 AGREEMENT FOR GRAPHIC DESIGN SERVICES TAM TORBURN THIS AGREEMENT is made and entered into as of the 3a;p day of , 2OLs by and between the CITY OF CARLSBAD, a municipal QCZEWK corporation, ("City"), and TARA TORBURN, a Graphic Designer, ("Contractor"). RECITALS Ci requires the professional seMc8s of a Graphic Artist that is experienced in graphic design production. 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. Scow of Work. Ci 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. Wen. - Term. This Agreement will be effectii for a period of 2 years from the date first above 3. Comwnsation. The total fee payable for the Services to be performed will be nine thousand dollars ($9,OOO). No other compensation for the Services will be allowed except for items covered by subsequent amendments to this Agreement. Cii 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, attomey's fee, costs or expense Ci incurs or makes to or on behalf of an injured employee under the Cis 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 City Attorney Approved Version W.04.02 1 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 Liabillty, 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 Cty 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. Ci will evaluate Contractor's duties pursuant to this Agreement to determine whether disclosure under the Political Reform Act and Ctty'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 specdied by City and contained in the Statement of Economic Interests Form 700. 0. Comrdiance 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 patty. Ci 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 Laws uits. 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, gj m. 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, Caliiia. 12. monies due or to become due under it, without the prior written consent of City. Assianment. Contractor may assign neither this Agreement nor any part of it, nor any 13. This Agreement may be amended by mutual conserlt of Ctty and Contractor. Any amendment will be in writing, signed by both parties, with a statement of estimated changes in charges or time schedule. Amendments ... ... ... ... ... ... ... ... ... ... ... ... Ci 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. CONTRACTOR CITY OF CARLSBAD, a municipal cornoration of the State of California **By: (sign here) (print namehitie) v ATTEST: (e-mail address) If required by City, proper notarial acknowledgment of execution by contractor must be attached. Cornration, Agreement must be signed by one corporate officer from each of the following two groups. *Group A. Chairman, President, or ViiPresident "Group B. secretary, Mint Secretary, 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 BY: Ci Attorney Approved Version #04.04.02 3 EXHIBIT "A" SCOPE OF SERVICES Itemized List of what Contractor will do for City. Jobs will be prepared digitally for output directly to film negatives, or direct to printing plates as directed by project needs. Mechanical preparation Design and formatting text; typesetting Download text, photos, graphics from email; format as required Placement of photos and/or graphic elements where required Digitally draw maps (coast, facility finder) Meetings Proofs and modeups Final review and fine-tuning of each page 4 Ci Attorney Apprwed Version #04.04.02