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HomeMy WebLinkAboutA Reason to Survive - Library Artwork - 2025 Docusign Envelope ID:F91FEC7F-9B85-40D6-8121-2BD97319A590 AGREEMENT BY AND BETWEEN THE CITY OF NATIONAL CITY AND A REASON TO SURVIVE THIS AGREEMENT is entered into by and between the CITY OF NATIONAL CITY, a municipal corporation ("CITY"), and A REASON TO SURVIVE, a California non-profit corporation("ARTS"). RECITALS WHEREAS, ARTS has been a catalyst in delivering arts, culture and education programs and projects in National City, and has created a movement behind the importance of the arts as a prevention and intervention vehicle to create positive transformation in children and youth facing adversity; and WHEREAS, on December 5, 2017, the CITY and ARTS entered into a 36-month Maintenance and Operating Agreement (the "M&O Agreement"), wherein ARTS agreed to maintain and operate the CITY-owned property located at 200 E. 12th Street as an Arts Center for the community's benefit, to enrich the lives of National City residents by providing arts, culture and educational resources; and WHEREAS, through adoption of City Council Resolution No. 2019-122, the CITY and ARTS executed a First Amendment to the M&O Agreement, extending the term by thirty (30) years; and WHEREAS, per the terms of the M&O Agreement, ARTS is required to deliver a minimum of$125,000 in public/capital art projects per year; and WHEREAS, funding provided through the Grant for community art used to retain ARTS' services shall not be applied towards ARTS's annual public art requirement under the M&O Agreement and, therefore, will not relieve ARTS of its obligations under the M&O Agreement; and WHEREAS, based on review of ARTS' performance and qualifications delivering art projects through community engagement, the CITY has determined that ARTS is qualified by experience and ability to perform the services desired by the CITY,and ARTS is willing to perform such services; and WHEREAS, the CITY has further determined that ARTS is skilled in delivering art projects,which beautify the community,and is capable of lifting the spirits of residents and visitors of National City; and WHEREAS, ARTS agrees that upon completion of the Project, ownership of the physical works of art installed in the Children's Area of the National City Library shall be transferred to the CITY, and ARTS waives and releases all rights of ownership to those works of art. Standard Agreement Page 1 of 13 City of National City and Revised January 2024 A Reason To Survive Docusign Envelope ID:F91FEC7F-9B85-4OD6-8121-2BD97319A590 NOW, THEREFORE, THE PARTIES HERETO DO MUT LLY AGRE AS FOLLOWS: 1. ENGAGEMENT OF ARTS. The CITY agrees to engage ARTS to desig and install artwork in the Library's Children's Area(per the requirements given by the City Libra an), and ARTS agrees to perform the services set forth here in accordance with all terms and condi ions contained herein. ARTS represents that all services shall be performed direc by ARTS or der direct supervision of ARTS. 2. EFFECTIVE DATE AND LENGTH OF AGREEMENT. his Agreement shall not become effective and binding until fully executed by both the CITY an ARTS. The dur'tion of this Agreement is for the period of six(6)months,commencing Decembe 1,2025 through ay 31, 2026. 3. SCOPE OF SERVICES. ARTS is to design and install a ork in the Lib 's Children's Area with direction from the City Librarian. ARTS shall be responsible for all research and reviews relate to the work and hall not rely on personnel of the CITY for such services, except as authorized in vane by the C TY. ARTS keep staff and City Council advised of the progress on the project. The CITY may unilaterally, or upon request from the AR S, from time to pime reduce or increase the Scope of Services to be performed by the ARTS under this Agree ent. Upon doing so, the CITY and the ARTS agree to meet in good faith and confer for the pure e of negotiating a corresponding reduction or increase in the compensation associated with said cl tnge in services. f o 4. PROJECT COORDINATION AND SUPERVISION. Danielle 1 hio, City Librarian, hereby is designated as the Project Coordinator for the CITY and will monit the progress and execution of this Agreement. ARTS shall assign a single Project Director to pri Vide supervision and have overall responsibility for the progress and execution of this Agreeme for ARTS. Lucy Eagleson thereby is designated as the Project Director for ARTS. 5. COMPENSATION AND PAYMENT. The compensationlor ARTS servic 3 set forth herein shall be deducted from ARTS yearly requirement of$125,000 public / capital art projects pursuant to the M&O Agreement. The total deduction shall not exceed$2,500. 6. ACCEPTABILITY OF WORK. The CITY shall decide y and all que ons which may arise as to the quality or acceptability of the services perfo and the ma r of performance, the acceptable completion of this Agreement, and the amoun f compensatio ue. In the event ARTS and the CITY cannot agree to the quality or accepta lity of the wor the manner of performance, and/or the compensation payable to ARTS in this greement, the TY or ARTS shall give to the other written notice. Within ten(10)business day ARTS and the ITY shall each prepare a report which supports their position and file the Sam with the other party. The CITY shall, with reasonable diligence, determine the quality or accept ility of the work, the manner of performance, and/or the compensation payable to ARTS. Standard Agreement Page 2 of 13 City of National C and Revised January 2024 A Reason To Sury Docusign Envelope ID:F91 FEC7F-9B85-40D6-8121-2BD97319A590 7. DISPOSITION AND OWNERSHIP OF DOCUMENTS; LICENSES. The Memoranda, Reports, Maps, Drawings, Plans, Specifications, and other documents prepared by ARTS for this project, whether paper or electronic, shall: (1) be free from defects; (2)become the property of the CITY for use with respect to this 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 all materials and concepts produced for the CITY under this Agreement and all rights to licensing and reproductions of the work, shall pass to and become the property of the CITY. The CITY, at its option, will store all drawings and materials that may assist with future repairs. ARTS shall 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. ARTS 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 may provide appropriate credit to ARTS on all such material,but is not obligated to do so. Contemporaneously with the transfer of documents, ARTS hereby assigns to the CITY, and ARTS 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 ARTS shall, upon request of the CITY, execute any further document(s)necessary to further effectuate this waiver and disclaimer. ARTS agrees that the CITY may use, reuse, alter, reproduce, modify, assign, transfer, or in any other way, medium, or method utilize the ARTS's written work product for the CITY's purposes, and ARTS 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 ARTS shall relieve ARTS 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 this project, unless otherwise mutually agreed. The provisions of this Section 7 shall survive the termination of this Agreement. Further, professional artists under contract with ARTS 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 joint venturers with one another. Neither ARTS nor ARTS's employees are employees of the 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 ARTS and ARTS'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 ARTS Standard Agreement Page 3 of 13 City of National City and Revised January 2024 A Reason To Survive Docusign Envelope ID: F91FEC7F-9B85-4OD6-8121-2BD97319A590 and its employees. Neither this Agreement, nor any interest herein, may be assigned by ARTS without the prior written consent of the CITY. Nothing herein contained is intended to prevent ARTS from employing or hiring as many employees, or SUBARTSS, as the ARTS may deem necessary for the proper and efficient performance of this Agreement. All agreements by ARTS with its SUBARTS(S) shall require the SUBARTS(S) to adhere to the applicable terms of this Agreement. 9. CONTROL. Neither the CITY, nor its officers, agents, or employees shall have any control over the conduct of ARTS or any of ARTS's employees, except as set forth in this Agreement. ARTS, or ARTS's agents, servants, or employees are not in any manner agents, servants, or employees of the CITY. ARTS and its agents, servants, and employees are wholly independent from the CITY and ARTS's obligations to the CITY are solely prescribed by this Agreement. 10. COMPLIANCE WITH APPLICABLE LAW. ARTS,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. ARTS and each of its SUBARTS(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. 11. LICENSES, PERMITS, ETC. ARTS represents and covenants that it has all licenses, permits, qualifications, and approvals of whatever nature that are legally required to practice its profession. ARTS must promptly produce a copy of any such license, permit, or approval to CITY upon request. ARTS represents and covenants that ARTS 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 ARTS to practice its profession. 12. STANDARD OF CARE. A. ARTS, 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 ARTS's trade or profession currently practicing under similar conditions and in similar locations. ARTS shall take all special precautions necessary to protect ARTS'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, ARTS warrants to the CITY 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 ARTS's professional performance or the furnishing of materials or services relating thereto. C. ARTS is responsible for identifying any unique products, treatments, processes, or materials whose availability is critical to the success of the project ARTS 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 ARTS has notified the CITY otherwise, ARTS warrants that all products, materials, processes, or treatments identified in the project documents prepared for the CITY are reasonably commercially available. Any failure by ARTS to use due diligence under this sub-section will render ARTS liable to the CITY for any Standard Agreement Page 4 of 13 City of National City and Revised January 2024 A Reason To Survive Docusign Envelope ID:F91FEC7F-9B85-40D6-8121-2BD97319A590 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 ommercially reasonable time. 13. DRUG FREE WORKPLAC ARTS agrees to comply with the CITY's Drug- Free Workplace requirements. Every persona arded a contract by the CITY for the provision of services shall certify to the CITY that it wil al a drug-free workplace. Any subcontract entered into by ARTS pursuant to this Agreem nt shall contain this provision. 14. NON-DISCRIMINATION P VISIONS. ARTS shall not discriminate against any employee or applicant for employment b ause of age, race, color, ancestry, religion, sex, sexual orientation, marital status, national orig ,physical handicap, or medical condition. ARTS will take positive action to insure that applicants are employed without regard to their age, race, color, ancestry, religion, sex, sexual orientation, marital status, national origin,physical 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 sel tion for training,including apprenticeship. ARTS agrees to post in conspicuous places available o employees and applicants for employment any notices provided by the CITY setting forth the rovisions of this non-discrimination clause. 15. CONFIDENTIAL INFORM TION. The CITY may from time to time communicate to ARTS certain confidential i4mation to enable ARTS to effectively perform the services to be provided herein. ARTS shall treat all such information as confidential and shall not disclose any part thereof without the prior written consent of the CITY. ARTS 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. Th foregoing obligation of this Section 15, however, shall not apply to any part of the informatio that (i) has been disclosed in publicly available sources of information; (ii) is, through no faul f ARTS, hereafter disclosed in publicly available sources of information; (iii) is already in the ssession of the ARTS without any obligation of confidentiality; or (iv) has been or is hereafte ghtfully disclosed to ARTS by a third party, but only to the extent that the use or disclosure the of has been or is rightfully authorized by that third party. ARTS shall not disclose any reports, recommendations, conclusions, or other results of the services or the existence of the subject matter of this Agreement without the prior written consent of the CITY. In its performance hereunder, ARTS shall comply with all legal obligations it may now or hereafter have respecting the information or other property of any other person, firm, or corporation. ARTS shall be liable to CITY for any damages caused by breach of this condition, pursuant to the provisions of Section 16. 16. INDEMNIFICATION AND MOLD HARMLESS. To the maximum extent provided by law, ARTS agrees to defend, indemnify, and hold harmless the City of National City, 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 ARTS's performance or other obligations under this Agreement; provided, however, that this Standard Agreement Page 5 of 13 City of National City and Revised January 2024 A Reason To Survive Docusign Envelope ID:F91FEC7F-9B85-0QD6-8121-2BD97319A590 indemnification and hold harmless shall not nclude any clai s or liability arising from the established sole negligence or willful misconduct of the CITY, i agents, officers, employees, or volunteers. CITY will cooperate reasonably in the defense of an ction, and ARTS shall employ competent counsel, reasonably acceptable to the City Attorney. The indemnity, defense, and hold harmless obl gations contained herein shall survive the termination of this Agreement for any alleged or ac al omission, act, or negligence under this Agreement that occurred during the term of this Agreement. 17. EMPLOYEE PAYMENTS AND INDEMNIFI ATION. 17.1 PERS Eli ig'bility Indemnification. If ARTS'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, ARTS shall indemnify, defend, and hold harmless 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. ARTS'S employees providing set-vice under this Agreement shall not: (1) qualify for any compensation and benefit under PER ; (2) be entitled to any benefits under PERS; (3) enroll in PERS as an employee of CITY; (4)ref, e ive any employe#contributions paid by CITY for PERS benefits; or (5) be entitled to any other ERS-related benefit that would accrue to a CITY employee. ARTS's employees hereby waive any claims to benefits or compensation described in this Section 17. This Section 17 applies to ARTS notwithstanding any other agency, state, or federal policy, rule, regulation, law, or ordinance to the contrary.1 17.2 Limitation of CITY Liability. The payment made to ARTS under this Agreement shall be the full and complete compensation to which ARTS and ARTS's officers, employees, agents,and subcontractors are entitled for performance of any work under this Agreement.Neither ARTS nor ARTS'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 ARTS. The CITY shall not be required to pay any workers' compensation surance on behalf of ARTS. 17.3 Indemnification for Em to ee tavments. ARTS 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) ARTS, (2) any employee of ARTS, or(3) any employee of ARTS construed to be an employee of the CITY, for work performed under this Agreement.This is ontinuing obliga ion that survives the termination of this Agreement. ; i 18. WORKERS' COMPENSATION. ARTS shall mply with all of the provisions of the Workers' Compensation Insurance and Safety Acts of the ate 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 fro and against all c I ims, demands,payments, suits, Standard Agreement Page 6 City of National City and Revised January 2024 A Reason To Survive Docusign Envelope ID:F91FEC7F-9B85-40D6-8121-2BD97319A590 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 ARTS under this Agreement. 19. INSURANCE. ARTS, at its sole cost and expense, shall purchase and maintain, and shall require its SUBARTS(S),when applicable,to purchase and maintain throughout the term of this Agreement, the following insurance policies: A. ❑ If checked, Professional Liability Insurance (errors and omissions)with minimum limits of$1,000,000 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 additional insureds,and a separate additional insured endorsement shall be provided. C. Commercial General Liability Insurance, with minimum limits of either $2,000,000 per occurrence and $4,000,000 aggregate, or $1,000,000 per occurrence and $2,000,000 aggregate with a $2,000,000 umbrella policy, covering all bodily injury and property damage arising out of its operations,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 ARTS's employees and employers' liability insurance with limits of at least $1,000,000 per accident. In addition, the policy shall be endorsed with a waiver of subrogation in favor of the CITY. Said endorsement shall be provided prior to commencement of work under this Agreement. If ARTS has no employees subject to the California Workers' Compensation and Labor laws, ARTS shall execute a Declaration to that effect. Said Declaration shall be provided to ARTS by 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 CITY'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 ARTS 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. G. The Certificate Holder for all policies of insurance required by this Section shall be: City of National City c/o Risk Manager 1243 National City Boulevard National City, CA 91950-4397 Standard Agreement Page 7 of 13 City of National City and Revised January 2024 A Reason To Survive Docusign Envelope ID:F91FEC7F-9BB5-4OD6-8121-2BD97319A590 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 than A: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 ARTS does not keep all insurance policies required by this Section 19 in full force and effect at all times during the term of this Agreement, the CITY may treat the failure to maintain the requisite insurance as a breach of this Agreement and terminate the Agreement as provided herein. J. All deductibles and self-insured retentions in excess of ten-thousand dollars ($10,000) 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 ARTS maintains broader coverage or higher limits (or both) than the minimum limits shown above, the CITY shall be entitled to the broader coverage or higher limits (or both) maintained by ARTS. 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 attorney's fees incurred 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 ARTS. During said sixty (60) day period ARTS 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 ARTS in 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 ARTS 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 ARTS,whether paper or Standard Agreement Page 8 of 13 City of National City and Revised January 2024 A Reason To Survive Docusign Envelope U F91FEC7F-9B85-40D6-8121-2BD97319A590 electronic, shall immediately become the property of and be delivered to the CITY, and ARTS 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 ARTS'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 ARTS; (2) a reorganization of ARTS for the benefit of creditors; or(3) a business reorganization, change in business name, or change in business status of ARTS. 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,the 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: To CITY: Alejandro Hernandez Acting City Manager City Managers Office City of National City 1243 National City Boulevard National City, CA 91950-4397 To ARTS: Lucy Eagleson Executive Director A Reason To Survive 200 E 12th St National City , CA 91950 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. Standard Agreement Page 9 of 13 City of National City and Revised January 2024 A Reason To Survive Docusign Envelope ID:F91FEC7F-9B85-4OD6-8121-2BD97319A590 23. CONFLICT OF INTEREST AND POLITICAL REFORM ACT OBLIGATIONS. During the term of this Agreement, ARTS 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. ARTS also agrees not to specify any product, treatment, process, or material for the project in which ARTS has a material financial interest, either direct or indirect, without first notifying the CITY of that fact. ARTS shall at all times comply with the terms of the Political Reform Act and the National City Conflict of Interest Code.ARTS shall immediately disqualify itself and shall not use its official position to influence in any way any matter coming before the CITY in which ARTS has a financial interest as defined in Government Code Section 87103. ARTS 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. ❑ If checked,ARTS shall comply with all of the reporting requirements of the Political Reform Act and the National City Conflict of Interest Code. Specifically,ARTS shall file a Statement of Economic Interests with the City Clerk of the City of National City in a timely manner on forms which ARTS shall obtain from the City Clerk. ARTS 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 ARTS. 24. PREVAILING 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, 1720.4, and 1771. ARTS is solely responsible to determine if state prevailing wage rates apply and, if applicable,pay such rates in accordance with all laws, ordinances, rules, and 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 may be 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. 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. Standard Agreement Page 10 of 13 City of National City and Revised January 2024 A Reason To Survive Docusign Envelope ID:F91FEC7F-9B85-40D6-8121-2BD97319A590 G. Assignment & Assumption of Rights. ARTS 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 8546.7. 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 subject matter hereof.No subsequent agreement,representation, or promise 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. M. Subcontractors or SubARTSs. The CITY is engaging the services of ARTS identified in this Agreement. The ARTS 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 subARTS(s) shall be required to comply with and agree to, for the benefit of and in favor of the CITY, 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 parry'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. IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year written below. Standard Agreement Page 11 of 13 City of National City and Revised January 2024 A Reason To Survive Docusign Envelope ID:F91 FEC7F-9B8540D6-8121-2BD97319A590 CITY OF NATIONAL CITY A REASON TO SURVIVE ed by: By: By: E;FF 7C2AD9814F0 . Ale, dr ernandez, Lucy Eagleson Act1 it Manager Executive Director Date: Z 1%I2j2'C 12/18/2025 Date: APPROVED AS TO FORM: By: �z- Richard E. Romero Acting City Attorney Date: CONTACT INFORMATION CITY OF NATIONAL CITY A Reason to Survive 1243 National City Boulevard 200 E 12th St National City, CA 91950-4397 National City, CA 91950 Phone: (619) 336- Fax• t619� zu - Phone: Uka Contact:,writ t1lt Title: %Ytf,"y of C,Vj y" �lYV►� Fax: rl`P� a �t9y% Dep.: 1►�bY0�'� ,' Contact: LV�'�, Email: Title: f �jctrl %Vt r Email: lil hOS0Yv1��' � e OVIA ' Taxpayer I.D. No.: 33. 14U 315c' Standard Agreement Page 12 of 13 City of National City and Revised January 2024 A Reason To Survive