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HomeMy WebLinkAboutThe Vision Culture Foundation - National City Public Works Building Mural Installation - 2025Docusign Envelope ID: 570E4A56-5D3C-4EB8-A5E6-OEB6F7A5082A AGREEMENT BY AND BETWEEN THE CITY OF NATIONAL CITY AND THE VISION CULTURE FOUNDATION THIS AGREEMENT is entered into by and between the CITY OF NATIONAL CITY, a. municipal_ corporation --("CITY"), and THE VISION CULTURE FOUNDATION, a California non-profit corporation (the "CONSULTANT"). RECITALS - - WHEREAS, -the CITY --desires to employ a CONSULTANT to deliver a public art _ - - _..project consisting -ofpainting a mural at the City -owned Public Works building located at 1726 Wilson Avenue in National City (the "Project"); and - ---- ______WHEREAS, based . on review of the CONSULTANT'S proposal and artistic _ background, the CITY -has determined that the CONSULTANT is qualified by experience and -ability to perform the services desired by the CITY, and the CONSULTANT is willing to perform such services; and -- - - - - - `WHEREAS, -the--CONSULTANT agrees that upon completion of the Project, - - ownership of the physical -works of art installed within public rights of way shall be transferred - to -the CITY-, and the= CONSULTANT waives and releases all rights of ownership to those works of art. NOW, .THEREFORE, THE PARTIES HERETO DO MUTUALLY AGREE AS FOLLOWS: 1: _.__ENGAGEMENT -OF THE CONSULTANT, The CITY agrees to engage the -- = CONSUL-T-ANTto-deliverthe Project, and the CONSULTANT agrees to perform the -services set forth here in accordance with all terms and conditions contained herein. The.:CONSUL-T-AN-T-represents that all services shall be performed directly by --- - - - the CONSULTANT or under direct supervision of the CONSULTANT. -- ' 2.- EFFEC--TIVE-DATE AND LENGTH OF AGREEMENT. This Agreement shall not become effective and binding until fully executed by both the CITY and the CONSULTANT. The duration of this Agreement is for the period of one (1) year, - commencing July 1, 2025 through June 30, 2026. 3. SCOPE OF SERVICES. The CONSULTANT will perform services as set forth in the attached Exhibit "A". The CONSULTANT shall be responsible for all research and reviews related to the work and shall not rely on personnel of the CITY for such services, except as authorized in advance by -the -CITY. The CONSULTANT shall keep staff and City Council advised of the progress on the Project. Standard Agreement Page 1 of 12 City ofNational City and Revised January 2024 The Vision Culture Foundation Docusign Envelope ID: 570E4A56-5D3C-4EB8-A5E6-OEB6F7A5082A The CITY may unilaterally, or upon request from the CONSULTANT, from time to time reduce or increase the Scope of Services to be performed by the CONSULTANT under this Agreement. Upon doing so, the CITY and the CONSULTANT agree to meet in good faith and confer for the purpose of negotiating a corresponding reduction or increase in the compensation associated with said change in services. 4. PROJECT COORDINATION AND SUPERVISION. Stephen Manganiello, Director of Engineering &-Public Works, hereby is designated as the Project Coordinatorfor the CITY and will monitor tfie progress and execution of this Agreement. The CONSULTANT shall -.. assign a single Project -Director to provide supervision and have overall responsibility for the progress and execution of -this Agreement for the CONSULTANT. Ryan Johnson, Director, thereby is designated as the Project Director for the CONSULTANT. 5. - COMPENSATION- AND PAYMENT The compensation for the CONSULT-ANT--shall_-be-paid lump sum based on monthly billings covering actual work performed._The_total.cost-for.all work.described in Exhibit "A" shall not exceed $14;000. Monthly invoices will be processed for payment and remitted within thirty (30) days from receipt of invoice, --provided that -work -is- accomplished consistent with Exhibit "A", as determined by the CITY. The CONSULTANT shall maintain all books, documents, papers, employee time - - - ----- -- ___ _ sheets,_ accounting -records,--and--other-evidence pertaining to costs incurred, and shall make such ---materials available at- its -office at all reasonable times during the term of this Agreement and for three (3) years from the date of final payment under this Agreement, for inspection by the CITY, and for furnishing of copies to the CITY, if requested. - - -- 6 -- - ACCEPTABILITY -OF WORK. The CITY shall decide any and all questions which may arise as to the quality or acceptability of the services performed and the manner of performance, the acceptable completion of this Agreement, and the amount of compensation due. In the -event the -CONSULTANT .and the CITY cannot agree to the quality or acceptability of the work, the manner of performance, and/or the compensation payable to the CONSULTANT in this - _ Agreement, -the CITY or the CONSULTANT shall give to the other written notice. Within ten (10) -------- business- days, -the -CONSULTANT -and the CITY shall each prepare a report which supports their position and file the same with the other party. The CITY shall, with reasonable diligence, -- determine -the - quality --or acceptability of the work, the manner of performance, and/or the compensation payable to the CONSULTANT. DISPOSITION AND OWNERSHIP OF DOCUMENTS: LICENSES. The --- Memoranda; -Reports,- Maps Drawings, Plans, Specifications, and other documents prepared by the CONSULTANT for the Project,. whether paper or electronic, shall: (1) be free from defects; (2) become the property- of the CITY for use with respect to the Project; and (3) shall be turned -over to the CITY upon completion of the Project, or any phase thereof, as contemplated by this Agreement. ------ ____ __- .____ __ _.-.-__ _--._Ownership- _of--__a1L materials and concepts produced for the CITY under this Agreement, including but not limited to the completed work described in Exhibit "A", and all rights to licensing and reproductions of the work, shall pass to and become the property of the CITY, once payment for that phase of work is made by the CITY. The CITY, at its option, will store all drawings and materials that may assist with future repairs. The CONSULTANT shall Standard Agreement Page 2 of 12 City of National City and Revised January 2024 The Vision Culture Foundation Docusign Envelope ID: 570E4A56-5D3C-4EB8-A5E6-OEB6F7A5082A waive all rights to the work, including copyright, moral rights under the Visual Artists Rights Act, rights under the California Art Preservation Act, and any other artistic rights that may exist in the work. The CONSULTANT hereby assigns to the CITY all rights to produce, give, sell, and distribute still or motion images and models or other likeness of any kind of the work, the compensation for which is part of the fee described in Section 5 above, but shall exercise no rights thereto. inconsistent with the provision of this Section 7. The CITY agrees to make reasonable efforts to provide -appropriate credit to the CONSULTANT on all such material, but is not obligated to do so. Contemporaneously with the transfer of documents, the CONSULTANT hereby assigns -to the CITY,- and the CONSULTANT thereby expressly waives and disclaims any copyright in, and the right to reproduce, all written material, drawings, plans, specifications, or other work prepared under this Agreement, except upon the CITY's prior authorization regarding reproduction, -which authorization shall not be unreasonably withheld. the CONSULTANT shall, upon request of the:CITY, execute any further document(s) necessary to further effectuate this waiver and disclaimer. - - ----- - - - The CONSULTANT agrees that the CITY may use, reuse, alter, reproduce, modify, assign, .transfer, or in any other way, medium, or method utilize the CONSULTANT's written _work -product for the CITY's purposes, and the CONSULTANT expressly waives and disclaims any -residual rights- granted to it by Civil Code Sections 980 through 989 relating to intellectual property and artistic works and 17 United States Code §106A and § 113(d) relating to artists rights. Any modification or reuse by the CITY of documents, drawings, or specifications — - prepared -by the CONSULTANT shall relieve the CONSULTANT from liability under Section 15, but -only with respect to -the effect of the modification or reuse by the CITY, or for any liability to the CITY -should the -documents be used by the CITY for some project other than what was expressly agreed upon within the Scope of Services of the Project, unless otherwise mutually agreed. The provisions of this Section 7 shall survive the termination of this Agreement. Further, professional artists under contract with the CONSULTANT for the purpose of performing — work -under -this—Agreement -are -required to adhere to the applicable terms of this Agreement, including the provisions of this Section 7. --- _------ -- _ .8. _ _ INDEPENDENT CONTRACTOR. Both parties hereto in the performance of this — Agreement=will=be- acting in an independent capacity and not as agents, employees, partners, or j ointventurers -with-one another. Neither the CONSULTANT nor. the CONSULTANT's employees are employees -ofthe-CITY, and are not entitled to any of the rights, -benefits, or privileges of the CITY's employees, -including but not limited to retirement, medical, unemployment, or workers' compensation insurance. This Agreement contemplates the personal services of the CONSULTANT and _ _the CONSULTANT's--employees,- and it is recognized by the parties that a substantial inducement to the CITY for entering into this Agreement was, and is, the professional reputation and competence of the CONSULTANT and its employees. Neither this Agreement, nor any interest herein, may be assigned by the -CONSULTANT without the prior written consent of the CITY. Nothing herein contained is intended to prevent the CONSULTANT from employing or hiring as many employees, or-subconsultants, as the CONSULTANT may deem necessary for the proper - _ and efficient_perfo - --- -e of this Agreement. All agreements by the CONSULTANT with its subconsultant(s) shall require the subconsultant(s) to adhere to the applicable terms of this Standard Agreement Page 4 of 12 City ofNational City and Revised January 2024 The Vision Culture Foundation Docusign Envelope ID: 570E4A56-5D3C-4EB8-A5E6-OEB6F7A5082A Agreement. 9. CONTROL. Neither the CITY, nor its officers, agents, or employees shall have any control over the conduct of the CONSULTANT or any of the CONSULTANT's employees, except as set forth in this Agreement. The CONSULTANT, or the CONSULTANT's agents, servants, or employees are not in any manner agents, servants, or employees of the CITY. The CONSULTANT and its agents, servants, and employees are wholly independent from the CITY and the CONSULTANT'S obligations to the CITY are solely prescribed by this Agreement. 10. COMPLIANCE WITH APPLICABLE LAW. The CONSULTANT, -in the _performance of the services. to be provided herein, shall comply with all applicable state and federal ---statutes and regulations, and all applicable ordinances, rules, and regulations of the City of National .. City,=_whether _now -in -force Or subsequently enacted. The CONSULTANT and each of its - subconsultant(s), shall obtain and maintain a current City of National City business license prior - - - to and during performance of any work pursuant to this Agreement. _LICENSES. PERMITS. ETC. The CONSULTANT represents and covenants _ -that it has gall -licenses, permits, qualifications, and approvals of whatever nature that are legally - -- - required to practice its profession: The CONSULTANT must promptly produce a copy of any such license, permit, or approval to CITY upon request. The CONSULTANT represents and covenants - : that -the CONSULTANT shall, at its sole cost and expense, keep in effect at all times during the -_ -- - - - -------term of this -Agreement, any license, permit, or approval which is legally required for the CONSULTANT to practice its profession. 12. STANDARD OF CARE. - - ---- -- --. A. The CONSULTANT, in performing any services under this Agreement, shall perform in a manner consistent with that level of care and skill ordinarily exercised by members of the CONSULTANT's trade or profession currently practicing under similar conditions and in similar locations. The CONSULTANT shall take all special precautions necessary to protect the CONSULTANT's - employees and members of the public from risk of harm arising out of the _ _ _ _ ----- nature of the work and/or the conditions of the work site. B. -Unless -disclosed in writing prior to the date of this Agreement, the C-ONSULTANT warrants-tothe-CLT-Y that it is not now, nor has it for the five (5) years preceding, _ - been debarred by a governmental agency or involved in debarment, arbitration, or litigation —__ - __proceedings -concerning the _CONSULTANT's professional performance or the furnishing of - materials or services relating thereto. -_ The CONSULTANT is responsible for identifying any unique products, treatments, -processes, or materials whose availability is critical to the success of the project the = _ - CONSULTANT has been retained to perform, within the time requirements of the CITY, or, when no time is specified, then within -a commercially reasonable time. Accordingly, unless the CONSULTANT has notified the CITY otherwise, the CONSULTANT warrants that all products, materials, processes, or treatments identified in the project documents prepared for the CITY are reasonably commercially available. Any failure by the CONSULTANT to use due diligence under - - this, sub -section will render the CONSULTANT liable to the CITY for any increased costs that result from the CITY's later inability to obtain the specified items or any reasonable substitute - . within a -price range that allows for project completion in the time frame specified or, when not - specified, then within a commercially reasonable time. - - Standard Agreement Page 4 of 12 City ofNational City and Revised January 2024 The Vision Culture Foundation Docusign Envelope ID: 570E4A56-5D3C-4EB8-A5E6-OEB6F7A5082A 13. DRUG FREE WORKPLACE. The CONSULTANT agrees to comply with the CITY's Drug -Free Workplace requirements. Every person awarded a contract by the CITY for the provision of services shall certify to the CITY that it will provide a drug -free workplace. Any subcontract entered into by the CONSULTANT pursuant to this Agreement shall contain this provision. 14. NON-DISCRIMINATION PROVISIONS. The CONSULTANT shall not discriminate against any employee or applicant for employment because of age, race, color, ancestry, religion, sex; sexual orientation, marital status, national origin, physical handicap, or _-medical -condition.. The CONSULTANT will take positive action to ensure that applicants are employed without regard-to_theirage, race, color, ancestry, religion, sex, sexual orientation, marital -.- status; national-origin,_phy-sical_handicap, or medical condition. Such action shall include, but not - -- be -limited to, the following:- employment, upgrading, demotion, transfer, recruitment or -" __recruitment -advertising, layoff or termination, rates of pay or other forms of compensation, and selection "for training; including apprenticeship. The CONSULTANT agrees to post in conspicuous -- - ---------------places -available -to -employees -and applicants for employment any notices provided by the CITY --- setting forth the provisions of this non-discrimination clause. 15. CONFIDENTIAL INFORMATION. The CITY may from time to time -__.communicate _. to _ the -. CONSULTANT certain confidential information to enable the -- - - -- --- —CONSULTANT to effectively perform the services to be provided herein. The CONSULTANT - shall -treat all such information as confidential and shall not disclose any part thereof without the --------__-----prior--written-consent-of-the..CITY.The CONSULTANT shall limit the use and circulation of such _ -information, even within its.own organization, to the extent necessary to perform the services to be _ _ - --- - --- provided herein. The -foregoing obligation of this Section 15, however, shall not apply to any part -of the information that (i) has been disclosed in publicly available sources of information; (ii) is, through no fault of the CONSULTANT, hereafter disclosed in publicly available sources of information; (iii) is already in the possession of the CONSULTANT without any obligation of - - - - confidentiality; -or .(iv) has been or -is -hereafter rightfully disclosed to the CONSULTANT -by -a- - —third-party,- but only -to -the- extent that the use or disclosure thereof has been or is rightfully - - - -- - authorized by that third parry. _: _The_CONSUL=_T-ANTshall not disclose any reports, recommendations, conclusions, - __or_o_therxesults ofthe.ser-vices_or-the.existence of the subject matter of this Agreement without the - - prior -written consent-of-the-CI-T--Y-.-In its performance hereunder, the CONSULTANT shall comply -with all_legal_obligations-itmay_now- or hereafter have respecting the information or other property of any other person, firm, or corporation. The CONSULTANT shall be liable to CITY for any damages caused by breach of this condition, pursuant to the provisions of Section 16. - 16. INDEMNIFICATION AND HOLD HARMLESS. To the maximum extent provided by law, the CONSULTANT agrees to defend, indemnify, and hold harmless the City of -its- officers, -officials, agents, employees, and volunteers against and from any and = all liability, loss, damages to property, injuries to, or death of any person or persons, and all claims, demands,_ suits, -actions, .proceedings, reasonable attorneys' fees, and defense costs, of any kind or - _ _ - nature, including workers' compensation claims, of or by anyone whomsoever, resulting from or --arising out of the CONSULTANT's performance or other obligations under this Agreement; Standard Agreement Page 5 of 12 City ofNational City and Revised January 2024 The Vision Culture Foundation Docusign Envelope ID: 570E4A56-5D3C-4EB8-A5E6-OEB6F7A5082A provided, however, that this indemnification and hold harmless shall not include any claims or liability arising from the established sole negligence or willful misconduct of the CITY, its agents, officers, employees, or volunteers. CITY will cooperate reasonably in the defense of any action, and the CONSULTANT shall employ competent counsel, reasonably acceptable to the City Attorney. The indemnity, defense, and hold harmless obligations contained herein shall survive the termination of this Agreement for any alleged or actual omission, act, or negligence - - under this Agreement that occurred during the term of this Agreement. 17.- -EMPLOYEE PAYMENTS AND INDEMNIFICATION. I T.1-- PERS :Elieibility -Indemnification. If the CONSULTANT's employee(s) providing .-_ --- -_ services.under this Agreement claims, or is determined by a court of competent jurisdiction or the California_ Public -Employees Retirement System ("PERS") to be eligible for enrollment in PERS ----of_the. CITY —the =CONSULTANT -shall indemnify, defend, and hold harmless the CITY for the - -payment- of any employer and employee contributions for PERS benefits on behalf of the employee -- - - --_ as -well as for payment of any penalties and interest on such contributions which would otherwise be the responsibility of the CITY. - - The-CONSULTANT's employees providing service under this Agreement shall not: ---- --- (1) qualify -for -any -compensation --and benefit under PERS; (2) be entitled to any benefits under = PERS; (3) enroll -in _PERS_ as -an _employee of the CITY; (4) receive any employer contributions = paid by the CITY_ for PERS benefits; or (5) be entitled to any other PERS-related benefit that would - - - --: -accrue to a CITY employee. -The CONSULTANT's employees hereby waive any claims to benefits -or compensation -described in this Section 17. This Section 17 applies to the CONSULTANT -----__ -_ - notwithstanding any oilier agency, state, or federal policy, rule, regulation, law, or ordinance to - the contrary. _ ------ - - 17.2 _-Limitation of CITY Liability. The payment made to the CONSULTANT .under this --_------. Agreement shall be the full and complete compensation to which the CONSULTANT and -the — - --_ - CONSULTANT's-officers, .employees, agents, and subcontractors are entitled for performance of any work _under -this Agreement.. Neither the CONSULTANT nor the CONSULTANT's officers, employees, agents, and subcontractors are entitled to any salary or wages, or retirement, health, leave, or other -fringe -benefits applicable to CITY employees. The CITY will not make any federal or state tax withholdings on behalf of the CONSULTANT. The CITY shall not be required to pay -any workers'_ compensation insurance on behalf of the CONSULTANT. — - 17.3. Indemnification for Employee Payments. The CONSULTANT agrees to defend and indemnify the CITY for any obligation, claim, suit, or demand for tax, retirement contribution including any contribution to-PERS, social security, salary or wages, overtime payment, or workers' compensation payment which the CITY may be required to make on behalf of (1) the CONSULTANT, - (2) any employee of the CONSULTANT, or (3) any employee of the __CONSULTANT - construed -to --be an employee of the CITY, for work performed under this - Agreement. This is a continuing obligation that survives the termination of this Agreement. Standard Agreement Page 6 of 12 City of National City and Revised January 2024 The Vision Culture Foundation Docusign Envelope ID: 570E4A56-5D3C-4EB8-A5E6-OEB6F7A5082A 18. WORKERS' COMPENSATION. The CONSULTANT shall comply with all of the provisions of the Workers' Compensation Insurance and Safety Acts of the State of California, the applicable provisions of Division 4 and 5 of the California Labor Code, and all .amendments thereto; and all similar state or federal acts or laws applicable; and shall indemnify, and hold harmless- the CITY and its officers, employees, and volunteers from and against all claims, -demands, payments, suits, -actions, proceedings, and judgments of every nature and description, including reasonable -attorney's fees and defense costs presented, brought, or recovered against the CITY or its officers, employees, or volunteers, for or on account of any liability under any of said- - -_ acts which may be_incurred-by-reason of any work to be performed by the CONSULTANT under this Agreement. - - --- -19: _.-- _ INSURANCE: -The CONSULTANT, at its sole cost and expense, shall .purchase - and maintain, -and shall require its subconsultant(s), when applicable, to purchase and maintain _ throughout the term of this Agreement, the following insurance policies: checked, Professional Liability Insurance (errors and omissions) - with minimum limits o51,000,000 per occurrence. - - - -=B - - Automobile Insurance covering all bodily injury and property damage - ----- incurred during -the performance of this Agreement, with a minimum coverage of $1,000,000 -- --- _- - combined single limit per accident.- Such automobile insurance shall include owned, non -owned, - and hired -vehicles. -The policy shall name the CITY and its officers, agents, employees, and - ----- volunteers as additionalinsureds, and a separate additional insured endorsement shall be provided. _ C. -__-Commercial General Liability Insurance, with minimum limits of - - -- -41,000,000 -per-occurrence -and $2,000,000 aggregate, covering all bodily injury and property -- - _damage-arising..out of. its op.erations;_ work, or performance under this Agreement. The policy shall name -the CITY -and- its_ officers, agents, employees, and volunteers as additional insureds, and a - separate additional insured endorsement shall be provided. The general aggregate limit must apply solely to this "project" or "location". The "project" or "location" should be noted with specificity on an endorsement that shall be incorporated into the policy. - - - ---- - _ =D —Workers' Compensation Insurance in an amount sufficient to meet = -- -- -- - -- --- statutory -requirements -= covering -all of the CONSULTANT's employees and employers' liability _ --- _- =-insurance mith limits ofat_least-$1;000,000 per accident. In addition, the policy shall be endorsed _ =with-=a-wai-ver-of--subrogation-in-favor of the CITY. Said endorsement shall be provided prior to _- - commencement of work under this Agreement. Jf--the-CONSULTANT has no employees subject to the California Workers' -_-_- ._--=.--Compensation-and LaboLlaws,-the-CONSULTANT shall execute aDeclaration to, that effect. Said - _ - -Declaration shall be provided to the CONSULTANT by the CITY. - = E. _ .The aforesaid policies shall constitute primary insurance as to the CITY, its officers, officials, employees, and volunteers, so that any other policies held by the CITY shall not contribute to any loss under said insurance. Said policies shall provide for thirty (30) days prior written -notice, to -the CIT_Y's -Risk Manager, at the address listed in subsection G below, . of cancellation or material change. F. If required insurance coverage is provided on a "claims made" rather than "occurrence" -form, the CONSULTANT shall maintain such insurance coverage for three (3) years --- _ -- - after expiration of the term (and any extensions) of this Agreement. In addition, the "retro" date must be on or before the date of this Agreement. The Certificate Holder for all policies of insurance required by this Section shall be: Standard Agreement Page % of 12 City of National City and Revised January 2024 The Vision Culture Foundation Docusign Envelope ID: 570E4A56-5D3C-4EB8-A5E6-OEB6F7A5082A City ofNational City c/o Risk Manager 1243 National City Boulevard National City, CA 91950-4397 H.. _ _ _ Insurance shall be written with only insurers authorized to. conduct business in California that hold a current policy holder's alphabetic and financial size category rating of not - - - --less thanA:VII according to the current Best's Key Rating Guide, or a company of equal_ financial _.___ stability -that -is -approved-by_the_CITY's Risk Manager. In the event coverage is provided by non- - - - -admitted- "surplus lines" carriers, they must be included on the most recent List of Approved Surplus Line Insurers ("LASLI") and otherwise meet rating requirements. - I. - This Agreement shall not take effect until certificate(s) or other sufficient - proof that these insurance provisions have been complied with, are filed with and approved by the CITY's Risk Manager: If the CONSULTANT does not keep all insurance policies required by this - = - -� _Section-19-in_full- arce._and-_effect 'at -all times during the term of this Agreement, the CITY may the-failureto-maintain the requisite insurance as a breach of this Agreement and terminate the Agreement as provided herein. f - - - J. All deductibles and self -insured retentions in excess of ten -thousand dollars _($101000) must be -disclosed to and approved by the CITY. CITY reserves the right to modify the - - -insurance requirements of -this -Section 19, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances. K. - If -the-CONSULTANT maintains broader coverage or higher limits (or both) ------ ---than theminimum-limits-shown above, the CITY shall be entitled to the broader coverage or higher - - - -limits (or both) maintained by the CONSULTANT. Any available insurance proceeds in excess of-- - the -specified minimum limits of insurance and coverage shall be available to the CITY. 20. LEGAL FEES. If any party brings a suit or action against the other party arising from any breach of any of the covenants or agreements or any inaccuracies in any of the - - - representations -and warranties -on the part of the other party arising out of this Agreement, then in - - -that-event;-the prevailing -party in such action or dispute, whether by final judgment or out -of -court - - - -- �- _-settlement, shall-be_entitled-to have -.and recover of and from the other party all costs and expenses of suit, including attorneys' fees. --- - _ For-purposes._of. determining who is to be considered the prevailing party, it is stipulated _ = _-- - - -that--atto-mey's-feesincurred- in =the prosecution or defense of the action or suit shall not be - -_- _ -considered-in. determining -the amount of the judgment or award. Attorney's fees to the prevailing --=- party if other -than -the -CITY shall, in addition, be limited to the amount of attorney's fees incurred _ _by_the. CITY in its prosecution _or_ defense of the action, irrespective of the actual amount of attorney's fees incurred by the prevailing party. 21. TERMINATION. A. This Agreement may be terminated with or without cause by the CITY. Termination without cause shall be effective only upon sixty (60) day's written notice to the CONSULTANT. During said sixty (60) day period the CONSULTANT shall perform all services in accordance with this Agreement. --B.- - - This Agreement may also be terminated immediately by the CITY for cause -- -- --in the -event of a: material -breach of this Agreement, misrepresentation by the CONSULTANT in Standard Agreement Page 8 of 12 City ofNational City and Revised January 2024 The Vision Culture Foundation Docusign Envelope ID: 570E4A56-5D3C-4EB8-A5E6-OEB6F7A5082A connection with the formation of this Agreement or the performance of services, or the failure to perform services as directed by the CITY. C. Termination with or without cause shall be effected by delivery of written Notice of Termination to the CONSULTANT as provided for herein. D. In the event of termination, all finished or unfinished Memoranda Reports, Maps, -Drawings, Plans, _Specifications, and other documents prepared by the CONSULTANT, whether paper or electronic, shall immediately become the property of and be delivered to the - --- _CITY, and the CONSULTANT shall be entitled to receive just and equitable compensation for any -- work satisfactorily_ completed on such documents and other materials up to the effective date of the :Notice of Termination, not to exceed the amounts payable hereunder, and less any damages caused the CITY by the CONSULTANT's breach, if any. Thereafter, ownership of said written material shall vest in the CITY all rights set forth in Section 7. E. The CITY further reserves the right to immediately terminate this -- - - --- Agreement upon: (1) the filing of a petition in bankruptcy affecting the CONSULTANT; (2) a reorganization-o£the_CONS_ULTANT_for the benefit of creditors; or (3) a business reorganization, —change in business name, or change in business status of the CONSULTANT. 22.- NOTICES: -All notices or other communications required or permitted hereunder shall be in writing, and shall be personally delivered; or sent by overnight mail (Federal Express - - - or the like); or sent by registered or certified mail, postage prepaid; return receipt requested; or sent — - -- by -ordinary -mail,, postage -prepaid; -or telegraphed or cabled; or delivered or sent by telex, telecopy, - -- - - = --- _- =facsimile, or fax; -and shall -be deemed received upon the earlier of (i) if personally delivered, the - - ---- - ---date of delivery -to the -address of the person to receive such notice, (ii) if sent by overnight mail; -business -day following its deposit in such overnight mail facility, (iii) if mailed by registered, _ -certified, -or ordinary. -mail, five (5). days (ten (10) days if the address is outside the State of California) after the date of deposit in a post office, mailbox, mail chute, or other like facility regularly maintained by the United States Postal Service, (iv) if given by telegraph or cable, when delivered to the- telegraph company with charges prepaid, or (v) if given by telex, telecopy, - - - -facsimile,- or fax,- when sent.-- Any -notice, request, demand, direction, or other communication - - =---delivered or sent as specified above shall be directed to the following persons: CITY: Pedro Garcia Economic Development Manager Office of the City Manager City of National City - 1243 National City Boulevard - National City, CA 91950-4397 CONSULTANT: Ryan Johnson Co -Director The Vision Culture Foundation 2440 Highland Avenue National City, CA 91950 Standard Agreement Page 9 of 12 City ofNational City and Revised January 2024 The Vision Culture Foundation Docusign Envelope ID: 570E4A56-5D3C-4EB8-A5E6-OEB6F7A5082A Notice of change of address shall be given by written notice in the manner specified in this Section. Rejection or other refusal to accept or the inability to deliver because of changed address of which no notice was given shall be deemed to constitute receipt of the notice, demand, request, or communication sent. Any notice, request, demand, direction, or other communication sent by cable, telex, telecopy, facsimile, or fax must be confirmed within forty-eight (48) hours by letter mailed or delivered as specified in this Section. 23. _.... CONFLICT .OF INTEREST AND POLITICAL - REFORM ACT -- OBLIGATIONS; -During the term of this Agreement, the CONSULTANT shall not perform - -_ services of any kind for any person or entity whose interests conflict in any way with those of the __ ''City of National City. The CONSULTANT also agrees not to specify any product, treatment, process;.or:material for -the project in which the CONSULTANT has a material financial interest, either direct orindirect; without first notifying the CITY of that fact. The CONSULTANT shall at all times comply with _the terms of the Political Reform Act and the National City Conflict of Interest -Code. The CONSULTANT shall immediately disqualify itself and shall not use its official - ----- . -- - ---position to -influence -in -any -way in matter coming before the CITY in which the CONSULTANT- -- ----- -- - - :has afinancial -interest .as defined in Government Code Section 87103. The CONSULTANT ---- - - -----represents- that it -has -no knowledge of any financial interests that would require it to disqualify itself from any matter on which it might perform services for the CITY. - D: If checked, -the CONSULTANT shall comply with all of the reporting - - - - - = -- requirements --of the Political Reform Act and the National City Conflict of Interest Code. Specifically; the CONSULTANT shall -file a Statement of Economic Interests with the City Clerk = = =- of the City of National City in a timely manner on forms which the CONSULTANT shall obtain from the City Clerk - - — - - - The CONSULTANT shall be strictly liable to the CITY for all damages, costs, or - expenses the CITY may suffer by virtue of any violation of this Section 23 by the CONSULTANT. 24. PREYAILING WAGES. State prevailing wage _rates may apply to work- _ _. performed under this Agreement. State prevailing wage rates apply to all public works contracts as -----_-----=set_forth:in_California-Labor-Code,_including- but not limited to, Sections 1720, 1720.2, 1720.3, 720A-and137J: The CONS_ LTANT is solely responsible to determine if state prevailing wage rates _a 1 and� pp if applicable, pay- such rates in accordance with all laws, ordinances rules, and - pP Y- regulations. 25. ADMINISTRATIVE PROVISIONS.. __.A. --_ _Computation _of Time Periods. If any date or time period provided for in _ this Agreement is or -ends on a Saturday, Sunday, or federal, state, or legal holiday, then such date shall automatically be extended until 5:00 p.m. Pacific Time of the next day which is not a Saturday, Sunday, or federal, state, or legal holiday. --- B. - Counterparts. This Agreement maybe executed in multiple counterparts, each of which -shall be deemed an original, but all of which, together, shall constitute but one and the same instrument. C. Captions. Any captions to, or headings of, the sections or subsections of this Agreement are solely for the convenience of the parties hereto, are not a part of this Agreement, and shall not be used for the interpretation or determination of the validity of this Agreement or any provision hereof. Standard Agreement Page 10 of 12 City of Nation& City and Revised January 2024 The Vision Culture Foundation Docusign Envelope ID: 570E4A56-5D3C-4EB8-A5E6-OEB6F7A5082A D. No Obligations to Third Parties. Except as otherwise expressly provided herein, the execution and delivery of this Agreement shall not be deemed to confer any rights upon, or obligate any of the parties hereto, to any person or entity other than the parties hereto. E. Exhibits and Schedules. The Exhibits and Schedules attached hereto are hereby incorporated herein by this reference for all purposes. To the extent any exhibits, schedules, or _provisions thereof. conflict or -are. inconsistent with the terms and conditions contained in this Agreement, the terms and conditions of this Agreement shall control. - - -F: -- -Amendment to this Agreement. The terms of this Agreement may not be :modified. or amended -except by an instrument in writing executed by each of the parties hereto. -- -- -- = G. - Assignment & Assumption of Rights. The CONSULTANT shall not assign this Agreement, _ in whole or in part, to any other party without first obtaining the written consent of CITY. - ----- -" - - H. Waiver.. The waiver or failure to enforce any provision of this Agreement - shall not operate --as -a waiver -of any -future breach of any such provision or any other provision hereof. -- ----- - --- -- - - ------ I - Applicable Law. This Agreement shall be governed by and construed in - accordance with the laws of the State of California. The venue for any legal action arising under - = this Agreement shall be in either state or federal court in the County of San Diego, State of �— California. - "-- - -=- = J. Audit. If this Agreement exceeds ten -thousand dollars ($10,000), the parties - shall be subject to the examination and audit of the State Auditor for a period of three (3) years _ -- - - " -- - - -_-after final payment under the Agreement, per Government Code Section 854.6.7. --- -- -- - - -- - — -- - K: - -- Entire Agreement. This Agreement supersedes any prior agreements, negotiations, and communications, oral or written, and contains the entire agreement between the- - -- - parties -as -to the_subjec_t matter hereof: No subsequent agreement, representation, orpromise made by either party hereto, or by.or to an employee, officer, agent, or representative of any party hereto shall be of any effect unless it is in writing and executed by the party to be bound thereby. L. Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the successors and assigns of the parties hereto. or Subconsultants. The CITY is engaging the services of the -- _--_. CONSULTANT__identified-in-this.-Agreement. The CONSULTANT shall not subcontract any _- -: -__- portion .of -the work; unless. such- subcontracting was part of the original proposal or is allowed by --_ the CITY in -writing. In the -event -any .portion of the work under this Agreement is subcontracted, - the_subconsultant(s)_shall-be_required to comply with and agree to, for the benefit of and in favor -" - --------- of-the-GITY;-both the -insurance provisions in Section 19 and the indemnification and hold harmless provision of Section 16 of this Agreement. _ _ - -- --- - -- -N- Construction.: The parties acknowledge and agree that (i) each party is of equal bargaining strength, (ii) each party has actively participated in the drafting, preparation, and negotiation of this Agreement, (iii) each such party has consulted with or has had the opportunity - - - - to consult with -its own; -independent counsel and such other professional advisors as such party has deemed appropriate,- relative to any and all matters contemplated under this Agreement, (iv) each party_and:_such_party's- counsel _and -advisors have reviewed this Agreement, (v) each party has agreed to enter into this Agreement following such review and the rendering of such advice, and (vi) any rule or construction to the effect that ambiguities are to be resolved against the drafting party shall not apply in the interpretation of this Agreement, or any portions hereof, or any amendments hereto. Standard Agreement Page 11 of 12 City of National City and Revised January 2024 The Vision Culture Foundation Docusign Envelope ID: 570E4A56-5D3C-4EB8-A5E6-OEB6F7A5082A IN WITNESS WHEREOF, the parties hereto have executed this Agreeinent on the date and year written below. CITY OF NATIONAL CITY By: Q�00 Mommsoo tM All 012k APPROVED AS -TO FORM: By: 9" 4 Barry J. SAW City Attorney Date: 9111ILd- CONTACT INFORMATION CITY OF NATIONAL CITY 1243 National City Boulevard National City, CA 91950-4397 Phone: 619-336-4523 Contact: Scott W. Huth Title: Interim City Manager -----=Dep�City=Manager Email: shuth@nationalcityca.gov THE VISION CULTURE FOUNDATION (Corporation — signatures of two corporate officers required) (Partnership or Sole proprietorship — one signature) DoeuSignedlIby��: By: AVI, , bu ItS&A, --_ -- Ryan Johnson 1C67EA5CFD4DE... Co -Director Date: 8/26/2025 THE VISION CULTURE FOUNDATION = - 2440 Highland Avenue National City, CA 91950 Phone: 619-247-4592 Contact: Ryan Johnson Title: Co -Director - - Email: r @visionculture.com Taxpayer I.D. No.: Standard Agreement Page 12 of 12 City of National City and Revised January 2024 The Vision Culture Foundation / Exhibit "A" PHONE: 619-247-4592 �• I WEB: WWw.vis'ionculturefoundation.org/ VISION NCULTURE' ADD: 2440 Highland Ave. National City, CA FOUDATION Afternoon Scott, Thanks so much for taking the time to meet with us yesterday. We wanted to follow up our meeting with this letter of intent regarding our proposal for the National City -Public -Works building mural project. As you know, the Public Works building is a frequent'target for: graffiti; we believe that by enhancing the space with -a meaningful, - - thoughtfully designed and vibrant mural, we.can'instill a sense of pride and ownership in our.neighborhood. Our goal is to uplift our city, its workers, its various communities'and multitude of cultures; with imagery that is relatable, appealing and inspiring. By adding this touch of -__beauty to the area; 'it will help to deter graffiti and set the tone's National City as an up-and-coming art district. _, _- - The mural design will communicate to National. City and .beyond that we are united in the -heart of the city, building on the legacy of those who lit the way before us, by working together towards a brighter future for our children, that honors our ancestors, and .reminds us to build in solidarity within the community. =- =_This Project -budget estimate for the Public Works building will serve as proof -of -concept -to the,city. Here is a cost breakdown of the mural project for the South and. West walls of the ,Public Works building: - 60ft wide walls (x2) by 23ft high (x2) _2,700 sq ft -6 artist honorariums ($1,380.00 per artist).@ $3.00 per sq ft $8,280.00 Total o Our projection is that this project will take an estimated 240 combined hours between 6 artists and will span approximately one work week - -Materials 50-cases of MTN 94 spray paint @ $42.42%case = $2120:00 Total --:Materials_(cont.)_= Ladders, Scaffolding, Rollers, 5'gallon, Paint, Brushes, Caps, Water, etc = $1,600.00 Total - - Grand Total = $12,000.00 -_!!OPTIONAL - $2,000 Total for 2yrs of maintenance and upkeep to cover -additional labor/materialsletc. for that time period after completion. ..New Grand Total w/maintenance option = $14,000.00 Please let us know if you have any questions or concerns, we look forward to ;..: completing this project with the city of National City. This is a revolutionary approach.to graffiti. Aba.tement and we appreciate the consideration. - - Respectfully, UNITED STATES LIABILITY INSURANCE GROUP WAYNE, PENNSYLVANIA This endorsement modifies insurance provided underthe following: COMMERCIAL GENERAL LIABILITY COVERAGE FORM - BLANKET ADDITIONAL INSURED ENDORSEMENT. - - - - - ------Scction -I-1-= Who Is -An Insured is amended to include as an insured any person, entity or - - - - organization that is: - - l. A franchisor under a franchise agreement with the Named Insured as franchisee relating to "your work"; or -- - - -2.-A--licensor-under a -license agreement with the Named Insured as licensee relating to "your work"; or 3. A co=owner with the Named insured in premises used for "your work"; or 4. A majority owner with a controlling interest in the Named Insured but only with respect to liability arising out of such owner's (i) financial or operational control of the Named Insured; or (ii) ownership, maintenance or use of premises leased or occupied by the Named Insured for purposes of "your work"; or 5. A mortgagee, assignee or receiver of the Named Insured relating to "your work"; or - -. - - 6.- -A-lessor, or -an agent of a lessor, under a lease agreement with the Named Insured as lessee relating to "your work"; or 7. A grantor of a permit to the Named Insured as perinitee relating to "your work". However, if the grantor of a permit is a federal, state or local govermuent or political subdivision, there is coverage under this endorsement only for liability arising from: -- - - a. -The existence, maintenance, repair, constriction, erection or removal of advertising - - - --- — - signs, awnings, canopies, cellar entrances, coal holes, driveways, manholes, _--marquees, -hoist away openings, sidewalk vaults, street banners or decorations and similar exposures; or -- -- - b. The construction, erection or removal of elevators; or _- c.- The -ownership, maintenance or use of any elevators covered by this insurance; or -A _lessor -of equipment leased to the Named Insured relating to "your work"; or - - 9. A contributor; benefactor, or supporter who provides financial assistance to the Named Insured in connection with "your work"; but only to the extent the Named Insured is required to add such person, entity or organization as an additional insured to this policy under a written contract, written permit or written agreement relating to "your work". Such person, entity or organization is an insured only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" that is caused, in whole or in part by your acts or omissions or the acts or omissions of those acting on your behalf in connection with "your work" while such written contract, written permit or written agreement is in effiect. L 744 NPP (06-10) Page] of 2 EXCLUSIONS There is no coverage under this endorsement for loss or expense, including but not limited to the cost of defense for "bodily injury', "property damage" or "personal and advertising injury": 1. That occurs after all of "your work", including materials, parts or equipment furnished in connection with "Your work" and performed under a writtencontract, written permit or written agreement has ended; or - - - - When -that -portion --of "your work" out of which the "bodily injury", "property damage" or -"-'personal and advertising injury" arises and performed under a written contract, written - - - -- permit or written agreement has been put to its intended use by any person(s) or - organizat io n(s) ; whichever occurs first. --- -:: : 2..-- prising directly or indirectly from construction or demolition operations of any kind performed by you. -- - - - --- - _ - 3. - Caused or -alleged to -be caused by the sole negligence of an additional insured under this endorsement. 4. Arising out of "your work" performed for a federal, state or local government or political subdivision under a written permit. 5. Included within the "products -completed operations hazard". CONDITIONS Coverage provided by this endorsement will be excess over any insurance available to any additional insured under this endorsement unless a written contract, written permit or written - agreement specifically requires that coverage under this endorsement is primary. -.-All other terms and conditions of this policy remain unchanged. This endorsement is a part of -_ --- - your- policy and takes effect on the ef%ective date of your policy unless another effiective date is shown. L 744 NPP (06-10) Page 2 of 2 -"7-' '-. 0ACORO CERTIFICATE OF LIABILITY INSURANCE Al", DATE(MM/DD/YYYY) 06/17/2025 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Jasmine Corona Insurance Agency 2900 Fourth Ave #202 San Diego CA 92103 - " - NAME: Jasmine Corona PHCN ; E . 619-501-6400 ac N, , 844-884-6207 E-MAIL ADDRESS: jas@jasminecorona.com INSURERS AFFORDING COVERAGE NAIC # INSURERA: United States Liabiltiy Insurance Company 25895 INSURED Vision Culture Foundation _ 2440HighlandAve San Diego Ca 91950 - -- - - - _ -- INSURERB: INSURERC: INSURER D INSURERE: INSURER F : COVERAGES - CERTIFICATE NUMBER:1 REVISION NUMBER: - THIS IS TO CERTIFY -THAT THE POLICIES-OF'INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD 'INDICATED. NOTWITHSTANDING=ANY-REQUIREMENT; TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE -ISSUED -OR -MAY PERTAIN, -THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE... ADDL SUBR ._ . -- POLICY NUMBER MM DDPOLICY EFF MM/DD EXP LIMITS A COMMERCIAL GENERALLIABILITY _ NPP1613576A 08/16/2024 08/16/2025 EACH OCCURRENCE $ 1,000,000 CLAIMS -MADE_ � OC_C_UR DAMA E T RENTED PREMISES Ea occurrence $100 ,000 MED EXP (Any one person) $ 5,000 _ _ _ PERSONAL & ADV INJURY $ 1,000,000 GEN'LAGGREGATE LIMIT APPLIES P_ER: GENERAL AGGREGATE $2,000,000 POLICY PRO- LOC- - — - -- --- - PRODUCTS-COMP/OPAGG $ 1,000,000 $ OTHER: a _ AUTOMOBILE LIABILITY . ` =' -- - - -� NPP7613576A _ __ 08/16/2024 08/16/2025 COMBINED SINGLE LE LIMIT accident $ INCLUDED BODILY INJURY (Per person) $ ANY AUTO OWNED SCHEDULED - AUTOS ONLY AUTOS HIRED NON -OWNED AUTOS ONLY AUTOS ONLY - - . _ -. _ BODILY INJURY (Per accident) $ PROPERTY DAMAGE Per accident $ $ UMBRELLALIAB OCCURLJH_ EACH OCCURRENCE $ Ll AGGREGATE $ EXCESS LIAB CLAIMS -MADE - DED I I RETENTION $ $ - WORKERS COMPENSATION - - - - AND EMPLOYERS' LIABILITY - YTN ANYPROPRIETOR/PARTNER/EXECUTIVE -- _ PERH- STATUTE ER - - E.L. EACH ACCIDENT $ OFFICER/MEMBEREXCLUDED9 (Mandatory In NH) N-/-A- - _ _ . E.L. DISEASE - EA EMPLOYEE $ E.L. DISEASE - POLICY LIMIT $ If yes, describe under - DESCRIPTION OF OPERATIONS below-- - - A PROFESSIONAL E&OVABILITY — — NPP1613576A . 08/16/2024 08116/2025 $1,000,000 EACH OCC.$2 000,000 AGGREGATE ----- ABUSE &MOLESTATION =_ J _ _ _ - - $100,000 EACH OCC. $2 D&O/EPL Ea. Clainn/Sharc 0,000 AGGREGATE d Aggregate `-- -- Non Profit Directors & Officers - DESCRIPTION OF OPERATIONS /-LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) NON-PROFIT MANAGEMENT LIABILITY Certificate holder is listed as additional per blanket additional insured endorsement L-744NPP 06/10. CERTIFICATE HOLDER CANCELLATION City of National City c/o Risk Manager - - g SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 1243 National City Boulevard ACCORDANCE WITH THE POLICY PROVISIONS. National City, CA 91950-4397 AUTHORIZED REPRESENTATIVE ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD ►► ,; r City of National City .(To bo submittod oniywhen there are no employees subject to Workers' Compensatlon) DECLARAT(ON AiVD ADDEN UM TO ALL CONTRACTS AWARDED TO: V( 10)1 GUI Ua �FOU>sTA61.( «) �p ,For the p lji - of'lh4uclhg the CI of hfationai Cltytago forwpn;I IQi any coritra¢ts awarded to 10 M I 10 'ro UN D a-�f0Ll onvwy), i dedore at f6110 . -- - --- =--I, :.A�J'4-t l C�/ � Harris) 4 �I 0—tct'O I�— (duel, am authorfied to* as- document.on behalf of „(oornpsny) with respect to•compflance with the .Celifomla - - - -- - - ---- --- --- - -- VorkeW Oompiensaiio .and Labor la .All work required ' ICbe performed personallyand solelyi?y volunteers of l5 i)N fccnlpsry), - - Who are_Independentoontrackn. If, however,-.V I. S I O CU. J 0A1 fcanpany) shall over, be requlrad to hire employees or Subcontractors to perform,thls.contradi; VIS16tJ CU LLA8 T0UN0Nb00 (,campany) shall obtalnWorkers'Compensation Insurgnoe and/or — — ---- — - -- provide -proof of Workers! Compensation insuranoe coveragato the City of tVational.City. This dooymsntconstitutesad Clarattonby. Vislo l' G 40ft i ogOuTi(,a_1J l ? J �19atristits tiancial interest, relative to. any dtalms.whtch may be,asserted Uttder.tliq Palffomig VIIQtIc@rs v paps IM of �d/or Labor iaws.�9olnsfthe City pf National Cttyrelating to an bid or dontraot -- __-—awariidd Vl?10j CUlitli roowAf i'AJ 1il 5 I DID Cu � LM DA-f (0 r� ( (w,,,pay) will defend, Indehtnify, and hold Harmless the Clty Of NafibnatCily, its offlcers and employees, from any afid sll dlalms 6W Ilabtlity, - - - Includirig Workers'�Coinpensafron ciaimbsand ltabllitythatmay be asserted or established by ariy paft� 1 i -the event it hires an employee In vJolation of fhIs addendum of If a volunteerof the bryanrzatlan makes a __:_.::claim:agetnstoralle�esltabllttyofthe City ofNat[onalCityforWorkers'Conipensatlon,and Rwlllfiurther --- indeninifytha-Cltyof-N tionalCity,•Itsofficersandemployees,foralldamagestheCltytherebysuffem. 207.E. oonsiltute an addendum to. -any bid or contract awarded to: VISION Co Ltu2E FoutimfmN (Insert company name in all caps) gY (signal of `zed Representa"theO) (Nathe and. 77de) Mised 5.7-2020 I