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HomeMy WebLinkAboutA Reason to Survive - Little Free Libraries - 2022SHORT FORM SERVICES AGREEMENT BY AND BETWEEN THE CITY OF NATIONAL CITY AND A REASON TO SURVIVE ("ARTS") THIS AGREEMENT is entered into this 1St day of February 2022, by and between the CITY OF NATIONAL CITY, a municipal corporation (the "CITY"), and A REASON TO SURVIVE, a non-profit organization (the "CONTRACTOR"). NOW, THEREFORE, CITY agrees to engage CONTRACTOR to perform the services set forth herein in accordance with the following terms and conditions: 1. Description of Services. CONTRACTOR shall provide the following services: provide two separate artwork designs for two (2) Little Free Libraries for approval to Public Art Committee and City Librarian (re -work design as needed); install artwork on Little Free Libraries (per requirements given by City Librarian), including all supplies and labor needed for same. 2. Length of Agreement. The schedule is set forth below: Work to be started within 7 working days of notice to proceed and will be completed within 90 working days of start date. 3. Compensation. The total compensation to CONTRACTOR for providing the services set forth herein shall not exceed a one4ime cost of $2500. The services provided under this Agreement constitute capital projects and programming services (the "Projects and Programs") pursuant to the Arts Maintenance Agreement dated December 7, 2021 between the CITY and CONSULTANT (Resolution 2021 — 195) ("ARTS MAINTENANCE AGREEMENT"). As such, the compensation for CONTRACTOR'S work shall be deducted from CONTRACTOR'S $125,000 lease obligation to the CITY. A copy of the ARTS MAINTENANCE AGREEMENT is attached herein as EXHIBIT A. 4. Payment Schedule. Based on the information set forth in Article 3 Compensation, there will be no payment made for the satisfactorily completed services of CONTRACTOR. 5. Termination. CITY may terminate this Agreement at any time by providing one (1) days written notice to CONTRACTOR. 6. Independent Contractor. It is agreed that CONTRACTOR is an independent Contractor, and all persons working for or under the direction of CONTRACTOR are CONTRACTOR'S agents, servants and employees, and said persons shall not be deemed agents, servants, or employees of CITY. 7. Insurance. CONTRACTOR shall maintain all valid insurance pursuant to the ARTS MAINTENANCE AGREEMENT dated December 7, 2021. CONTRACTOR and CITY agree to the applicability of all terms and conditions set forth in the ARTS MAINTENANCE AGREEMENT. 8. Indemnification and Hold Harmless. To the maximum extent provided by law, the CONTRACTOR 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 the CONTRACTOR'S performance or other obligations under this Agreement; 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 CONTRACTOR 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. 9. EMPLOYEE PAYMENTS AND INDEMNIFICATION. 9.1 PERS Eligibility Indemnification. If CONTRACTOR'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, CONTRACTOR 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. CONTRACTOR'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 CITY; (4) receive any employer contributions paid by CITY for PERS benefits; or (5) be entitled to any other PERS-related benefit that would accrue to a CITY employee. CONTRACTOR's employees hereby waive any claims to benefits or compensation described in this Section 9. This Section 9 applies to CONTRACTOR notwithstanding any other agency, state or federal policy, rule, regulation, law or ordinance to the contrary. 9.2 Limitation of CITY Liability. The payment made to CONTRACTOR under this Agreement shall be the full and complete compensation to which CONTRACTOR and CONTRACTOR's officers, employees, agents, and subcontractors are entitled for performance of any work under this Agreement. Neither CONTRACTOR nor CONTRACTOR'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 CONTRACTOR. The CITY shall not be required to pay any workers' compensation insurance on behalf of CONTRACTOR. Standard Short Form Agreement Page 2 of 5 City of National City and Revised January 2021 A Reason to Survive (ARTS) 9.3 Indemnifkation for Employee Payments. CONTRACTOR 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) CONTRACTOR, (2) any employee of CONTRACTOR, or (3) any employee of CONTRACTOR construed to he an employee of the CITY, for work performed under this Agreement. This is a continuing obligation that survives the termination of this Agreement. 10. Acceptabili , of Work. 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 CONTRACTOR. 11. Business License. CONTRACTOR must possess or shall obtain business license from National City Finance Department before beginning work. 12. Prevailing Wages. State prevailing wage rates may apply to work performed under this Agreement. State prevailing wages 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. CONTRACTOR 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. 13. 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 will 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 Short Form Agreement Page 3 of 5 City of National City and Revised January 2021 A Reason to Survive (ARTS) G. Assignment & Assumption of Rights. CONTRACTOR 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. The CONTRACTOR shall comply with all laws, including federal, state, and local laws, whether now in force or subsequently enacted. 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 Subconsultants. The CITY is engaging the services of the CONTRACTOR identified in this Agreement. The CONTRACTOR shall not subcontract any portion of the work, unless such subcontracting was part of the original proposal or is allowed by the CITY. In the event any portion of the work under this Agreement is subcontracted, the subcontractor(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 7 and the indemnification and hold harmless provision of Section 8 of this Agreement. N. Construction. The parties acknowledge and agree that (1) 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) 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, this Agreement is executed by CITY and by CONTRACTOR on the date and year first above written. CITY OF NATIONAL CITY A REASON TO SURVIVE (ARTS) (Corporation — signatures of two corporate officers required) (Partnership or Sole proprietorship — one signature) Standard Short Form Agreement Page 4 of 5 City of National City and Revised January 2021 A Reason to Survive (ARTS) By B City Manager APPROVED AS TO FORM: ri L ' ```,' a Lela M. Torres Deputy City Attorney CONTACT INFORMATION CITY OF NATIONAL CITY 1243 National City Boulevard National City, CA 91950-4397 Phone: (619) 470-5882 Contact: Joyce Ryan Title: Library & Community Services Director Dep.: Library & ommunity Services Email: jryannationaicityca1gov By. (Print) (Title) (7--_,L=7 By: (Name) (Print) A REASON TO SURVIVE (ARTS) ) 200 East 1 'h Street National City, CA 91950 Phone: 1 297-2787 Contact: James Halliday Title: Executive Director Email: j hal li av areasontosurvive.org Taxpayer I.D. No.: 3-09 313 (EIN) Standard Short Form Agreement Page 5 of 5 City ofN tional City and Revised January 2021 A Reason to Survive (ARTS)