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Urbon, Peter/Art Obelisks 02T-&t 4 tPQu&rw ART PURCHASE AGREEMENT THIS AGREEMENT FOR CONTRACT SERVICES (the "Agreement") is made and entered into by and between the CITY OF LA QUINTA, ("City"), a California municipal corporation, and Peter J. Urbon ("Artist"). The parties hereto agree as follows: 1.1 Scope of Services. In compliance with all terms and conditions of this Agreement, Artist shall provide those services related to furnishing twenty-seven (27) obelisks as specified in the "Scope of Services" attached hereto as Exhibit "A" and incorporated herein by this reference (the "services" or "work"). Artist warrants that all services will be performed in a competent, professional, and satisfactory manner in accordance with the standards prevalent in the industry for such services. 1.2 Compliance with Law. All services rendered hereunder shall be provided in accordance with all ordinances, resolutions, statutes, rules, regulations and laws of the City of La Quinta and any Federal, State or local governmental agency of competent jurisdiction. 1.3 Licenses Permits Fees and Assessments. Except as otherwise specified herein, Artist shall obtain at its sole cost and expense such licenses, permits and approvals as may be required by law for the performance of the services required by this Agreement. Artist shall have the sole obligation to pay for any fees, assessments and taxes, plus applicable penalties and interest, which may be imposed by law and arise from or are necessary for the performance of the services required by this Agreement. 1.4 Familiarity with Work. By executing this Agreement, Artist warrants that (a) it has thoroughly investigated and considered the work to be performed, (b) it has investigated the site of the work and fully acquainted itself with the conditions there existing, (c) it has carefully considered how the work should be performed, and (d) it fully understands the facilities, difficulties and restrictions attending performance of the work under this Agreement. Should Artist discover any latent or unknown conditions materially differing from those inherent in the work or as represented by City, it shall immediately inform City of such fact and shall not proceed except at Artist's risk until written instructions are received from the Contract Officer (as defined in Section 4.2 hereof). T:\PWDEPT\PROJECTS\2000 Nets\Obelisks\2002-2003P=haseAgr t.wpd Page 1 of 11 1.5 care of Work. Artist shall adopt reasonable methods during the life of the Agreement to furnish continuous protection to the work performed by Artist, and the equipment, materials, papers, plans, and other components thereof to prevent losses or damages, and shall be responsible for all such damages, to persons or property, until acceptance of the work by City, except such losses or damages as may be caused by City's own negligence. The performance of services by Artist shall not relieve Artist from any obligation to correct any incomplete, inaccurate or defective work at no further cost to City, when such inaccuracies are due to the negligence of Artist. 1.6 Additional Services. In accordance with the terms and conditions of this Agreement, Artist shall perform services in addition to those specified in the Scope of Services as required to provide the proper completion of furnishing 7' high obelisks to the specifications and delivery to the location as specified by the City. rel MOTT,' N1 2.1 Contract Sum. For the services rendered pursuant to this Agreement, Artist shall be compensated in accordance with Exhibit "B" in a total amount not to exceed Forty Thousand Five Hundred Dollars($40,500.00) (the "Contract Sum"). The method of compensation shall be as follows: Vt Payment 50% of estimated contract cost at signing = $20,250.00 Balance of $750 per unit within 30 days of each delivery = $20,250.00 This payment schedule is based on the total contract amount of $40,500.00. The amount is subject to change depending on the amount of obelisks purchased by the City, the numbers of letters utilized, and the number of logos utilized. This estimate is based on 27 obelisks and the cost quotation submitted by the Artist dated May 14, 2002. These payments are in accordance with Exhibit B, "Schedule of Compensation" and as indicated in the Fiscal Year 2001 /2002 La Quinta Citywide Obelisk Program. If this project is not completed by the Artist, the Artist shall refund any payment made by the City above and beyond the scope of services that were performed to that date. 3.1 Schedule of Performance. All services rendered pursuant to this Agreement shall be performed diligently and completed by March 17, 2003. Extensions to the time period specified may be approved in writing by the Contract Officer. TAPWDEPT\PR0JEM\2000 Pijcts\Obelisks\2002-2003PuwhaseAgmmt.wpd Page 2 of 11 3.2 Force Majeure. The time period specified in the Schedule of Performance for performance of the services rendered pursuant to this Agreement shall be extended because of any delays due to unforeseeable causes beyond the control and without the fault or negligence of Artist, including, but not restricted to, acts of God or of the public enemy, fires, earthquakes, floods, epidemic, quarantine restrictions, riots, strikes, freight embargoes, acts of any governmental agency other than City, and unusually severe weather, if Artist shall within ten (10) days of the commencement of such delay notify the Contract Officer in writing of the causes of the delay. The Contract Officer shall ascertain the facts and the extent of delay, and extend the time for performing the services for the period of the forced delay when and if in his or her judgement such delay is justified, and the Contract Officer's determination shall be final and conclusive upon the parties to this Agreement. 3.3 Term. Unless earlier terminated in accordance with Sections 7.7 or 7.8 of this Agreement, this Agreement shall continue in full force and effect until completion of the services. 4.1 Representative of Artist. The following principals of Artist are hereby designated as being the principals and representatives of Artist authorized to act in its behalf with respect to the work specified herein and make all decisions in connection therewith: a. Peter J. Urbon, Sculptor It is expressly understood that the experience, knowledge, capability, and reputation of the foregoing principal was a substantial inducement for City to enter into this Agreement. Therefore, the foregoing principal shall be responsible during the term of this Agreement for all activities hereunder. The foregoing principal may not be changed by Artist and no other personnel may be assigned to perform the service required hereunder without the express written approval of City. 4.2 Contract Officer. The Contract Officer shall be John M. Freeland, Senior Engineer or such other person as may be designated by the City Manager of City. It shall be Artist's responsibility to assure that the Contract Officer is kept informed of the progress of the performance of the services and Artist shall refer any decisions which must be made by City to the Contract Officer. Unless otherwise specified herein, any approval of City required hereunder shall mean the approval of the Contract Officer. T:\PWDEPT\PROIECTS\2000 Nets\Obelisks\2002-2003Pu haseAgmmt.wpd Page 3 of 11 4.3 Prohibition Against Subcontracting or Assignment. The experience, knowledge, capability and reputation of the Artist, its principals and employees were a substantial inducement for City to enter into this Agreement. Except as set forth in this Agreement, the Artist shall not contract with any other entity to perform in whole or in part the services required hereunder without the express written approval of City. In addition, neither this Agreement nor any interest herein may be assigned or transferred, voluntarily or by operation of law, without the prior written approval of City. 4.4 Independent Contractor. Neither City nor any of its employees shall have any control over the manner, mode or means by which Artist, its agents or employees, perform the services required herein, except as otherwise set forth. Artist shall perform all services required herein as an independent contractor of City and shall remain at all times as to City a wholly independent contractor with only such obligations as are consistent with that role. Artist shall not at any time or in any manner represent that it or any of its agents or employees are agents or employees of City. 5.0 R 5.1 Reports. Artist shall periodically prepare and submit to the Contract Officer such reports concerning Artist's performance of the services required by this Agreement as the Contract Officer shall require. 5.2 Records. Artist shall keep such books and records as shall be necessary to perform the services required by this Agreement and enable the Contract Officer to evaluate the cost and the performance of such services. Books and records pertaining to costs shall be kept and prepared in accordance with generally accepted accounting principals. The Contract Officer shall have full and free access to such books and records at all reasonable times, including the right to inspect, copy, audit, and make records and transcripts from such records. 5.3 Ownership of Documents and Materials. Originals of all drawings, specifications, reports, records, documents and other materials, whether in hard copy or electronic form, tooling including but not limited to sculpted City logo in Bas relief, sculpted obelisk pattern, and silicone mold, which are prepared by Artist, its employees, subcontractors and agents in the performance of this Agreement, shall be the property of City and shall be delivered to City upon termination of this Agreement or upon the earlier request of the Contract Officer, and Artist shall have no claim for further employment or additional compensation as a result of the exercise by City of its full rights of ownership of the documents and materials hereunder. Artist shall cause all subcontractors to assign to City any documents or materials T:\MDEMPROJECTS\2000 Prjcts\Obelisks\2002-2003PurchaseAgmmt.wpd Page 4 of 11 prepared by them, and in the event Artist fails to secure such assignment, Artist shall indemnify City for all damages suffered thereby. In the event City or any person, firm or corporation authorized by City reuses said documents and materials without written verification or adaptation by Artist for the specific purpose intended and causes to be made or makes any changes or alterations in said documents and materials, City hereby releases, discharges, and exonerates Artist from liability resulting from said change. The provisions of this clause shall survive the completion of this Contract and shall thereafter remain in full force and effect. 5.4 Release of Documents. The drawings, specifications, reports, records, documents, sculpted City logo, sculpted obelisk pattern, silicone mold, and other materials prepared by Artist in the performance of services under this Agreement shall not be released publicly without the prior written approval of the Contract Officer or as required by law. Artist shall not disclose to any other entity or person any information regarding the activities of City, except as required by law or as authorized by City. 6.0 ENFORCEMENT OF AGREEMENT. 6.1 California Law. This Agreement shall be construed and interpreted both as to validity and to performance of the parties in accordance with the laws of the State of California. Legal actions concerning any dispute, claim or matter arising out of or in relation to this Agreement shall be instituted in the Superior Court of the County of Riverside, State of California, or any other appropriate court in such county, and Artist covenants and agrees to submit to the personal jurisdiction of such court in the event of such action. 6.2 Disputes. In the event of any dispute arising under this Agreement, the injured party shall notify the injuring party in writing of its contentions by submitting a claim therefor. The injured party shall continue performing its obligations hereunder so long as the injuring party commences to cure such default within ten (10) days of service of such notice and completes the cure of such default within forty-five (45) days after service of the notice, or such longer period as may be permitted by the Contract Officer; provided that if the default is an immediate danger to the health, safety and general welfare, City may take such immediate action as City deems warranted. Compliance with the provisions of this section shall be a condition precedent to termination of this Agreement for cause and to any legal action, and such compliance shall not be a waiver of any party's right to take legal action in the event that the dispute is not cured, provided that nothing herein shall limit City's right to terminate this Agreement without cause pursuant to Section 7.8. T:T"EPT\PROJECTS\2000 Pdcts\Obelisks\2002-2003PurchsseAgrmnt.wpd Page 5 Of 11 6.3 Retention of Funds. City may withhold from any monies payable to Artist sufficient funds to compensate City for any losses, costs, liabilities, or damages it reasonably believes were suffered by City due to the default of Artist in the performance of the services required by this Agreement. 6.4 Waiver. No delay or omission in the exercise of any right or remedy of a non defaulting party on any default shall impair such right or remedy or be construed as a waiver. City's consent or approval of any act by Artist requiring City's consent or approval shall not be deemed to waive or render unnecessary City's consent to or approval of any subsequent act of Artist. Any waiver by either party of any default must be in writing and shall not be a waiver of any other default concerning the same or any other provision of this Agreement. 6.5 Rights and Remedies are Cumulative. Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the parties are cumulative and the exercise by either party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other party. 6.6 Legal Action. In addition to any other rights or remedies, either party may take legal action, at law or at equity, to cure, correct or remedy any default, to recover damages for any default, to compel specific performance of this Agreement, to obtain injunctive relief, or to obtain any other remedy consistent with the purposes of this Agreement. 6.7 Termination Prior to Expiration of Term. This section shall govern any termination of this Agreement, except as specifically provided in the following Section 7.8 for termination for cause. City reserves the right to terminate this Agreement at any time, with or without cause, upon thirty (30) days' written notice to Artist. Upon receipt of any notice of termination, Artist shall immediately cease all services hereunder except such as may be specifically approved by the Contract Officer. Artist shall be entitled to compensation for all services rendered prior to receipt of the notice of termination and for any services authorized by the Contract Officer thereafter in accordance with Exhibit B or such as may be approved by the Contract Officer, except as provided in Section 7.3. 6.8 Termination for Default of Artist. If termination is due to the failure of Artist to fulfill its obligations under this Agreement, City may, after compliance with the provisions of Section 7.2, take over work and prosecute the same to completion by contract or otherwise, and Artist shall be liable to the extent that the total cost for completion of the services required hereunder exceeds the compensation herein T:\PWDEP'nPRo7ECTs\2000 Ncts\obelisks\2002-2003Pu=WeAgimm.wpd Page 6 of 11 stipulated (provided that City shall use reasonable efforts to mitigate such damages), and City may withhold any payments to Artist for the purpose of setoff or partial payment of the amounts owed City as previously stated in Section 7.3. 6.9 Attorneys' Fees. If either party commences an action against the other party arising out of or in connection with this Agreement, the prevailing party shall be entitled to recover reasonable attorneys' fees and costs of suit from the losing party. 7.0 CITY OFFICERS AND EMPLOYEES: NONDISCRIMINATION. 7.1 Non -liability of City Officers and Employees. No officer or employee of City shall be personally liable to Artist, or any successor in interest, in the event or any default or breach by City or for any amount which may become due to Artist or to its successor, or for breach of any obligation of the terms of this Agreement. 7.2 Conflict of Interest. No officer or employee of City shall have any personal interest, direct or indirect, in this Agreement nor shall any such officer or employee participate in any decision relating to the Agreement which affects his or her personal interest or the interest of any corporation, partnership or association in which she or he is, directly or indirectly, interested, in violation of any State statute or regulation. Artist warrants that it has not paid or given and will not pay or give any third party any money or general consideration for obtaining this Agreement. 7.3 Covenant against Discrimination. Artist covenants that, by and for itself, its heirs, executors, assigns, and all persons claiming under or through them, that there shall be no discrimination against or segregation of, any person or group of persons on account of race, color, creed, religion, sex, marital status, national origin or ancestry in the performance of this Agreement. Artist shall take affirmative action to insure that applicants are employed and that employees are treated during employment without regard to their race, color, creed, religion, sex, marital status, national origin or ancestry. T:\PWDEP11PROJECTSV2000 Nets\ObelisksVM-2003PurcheseAgtmnt.wpd Page 7 of 11 8.1 Notice. Any notice, demand, request, consent, approval, communication either party desires or is required to give the other party or any other person shall be in writing and either served personally or sent by prepaid, first-class mail to the address set forth below. Either party may change its address by notifying the other party of the change of address in writing. Notice shall be deemed communicated forty-eight (48) hours from the time of mailing if mailed as provided in this section. To City: CITY OF LA QUINTA Attention: John M. Freeland 78-495 Calle Tampico P.O. Box 1504 La Quinta, California 92253 To Artist: Peter J. Urbon Post Office Box 874 Rancho Mirage, CA 92270 8.2 Integrated Agreement. This Agreement contains all of the agreements of the parties and all previous understanding, negotiations and agreements are integrated into and superseded by this Agreement. 8.3 Amendment. This Agreement may be amended at any time by the mutual consent of the parties by an instrument in writing signed by both parties. 8.4 Severability. In the event that any one or more of the phrases, sentences, clauses, paragraphs, or sections contained in this Agreement shall be declared invalid or unenforceable by a valid judgement or decree of a court of competent jurisdiction, such invalidity or unenforceability shall not affect any of the remaining phrases, sentences, clauses, paragraphs, or sections of this Agreement which are hereby declared as severable and shall be interpreted to carry out the intent of the parties hereunder. 8.5 Authority. The persons executing this Agreement on behalf of the parties hereto warrant that they are duly authorized to execute this Agreement on behalf of said parties and that by so executing this Agreement the parties hereto are formally bound to the provisions of this Agreement. T T"EV"ROJECTS\2000 Ncts\Obelisks\2002-2003PurchaseAg[nml.wpd Page 8 Of 11 IN WITNESS WHEREOF, the parties have executed this Agreement as of the dates stated below. CITY OF LA QUINTA a California municipal corporation Thomas P. Genovese, City Manager Date ATTEST: Ju he5e. Greek, City Cler APPROVED AS TO FORM: M. Katherin& Jenson, Ciry/Attorney Artist: Peter J. ,n,,, Title: S— u L--17:) F o L0�, Date: 16 5��� ` • Z-a oZ T:\PWDEP \PROJECTS\2000 Prjcts\Obelisks\2002-2003PurcbeseAgt t.wpd Page 9 of 11 Exhibit A Scope of Services The Scope of Services includes, but is not limited to, all labor and materials to complete the manufacture and delivery of twenty-seven (27) 7' high Urbonite obelisks. This includes, but is not limited to: the tooling, production, and delivery to a City specified site (City Yard). The obelisks shall be 7' high with a rough appearance and match the color chosen by the City Council during their July 7, 1998 City Council Meeting. The locations and installation shall be the responsibility of the City. The lettering shall be as indicated by the City. Each obelisk shall be free from grind marks, burrs and other imperfections, each face shall be true and lines shall be straight with rounded edges. Upon completion of each group of units to be delivered to the City the Artist shall give 48 hours advance notice to the Contract Officer and make allowances for the Contract Officer to inspect designated units at the Artists facility. Any flaws, imperfections or corrections needed to be performed on any obelisk designated by the Contract Officer shall be promptly corrected at the Artists facility prior to delivery to the City Corporation yard. The Artist may not rework, touch-up or otherwise make repairs or corrections to the obelisks at the City Corporation yard. In addition to the lettering, a 5.5" City logo at the top of each face of each obelisk shall be formed in Bas Relief made from a gold leaf material or equivalent. The logo shall be an exact replica of the official City logo; however, the lettering around the perimeter of the logo shall not be present. The lettering shall be vertical capital letters of a highly reflective material, cast monolithic to the obelisk, type "HM" style as submitted by Artist. Each City logo shall be completed in a gold leaf material as approved by the City Council during their July 7, 1998 City Council Meeting, commensurate with the City's official logo and formed into face of each obelisk, but without the lettering around the perimeter. The year of the obelisks manufacture shall be at the base of each obelisk in the same form as completed for the original thirteen obelisks completed under the 1998 obelisk contract. Page 10 of 11 Exhibit B Schedule of Compensation Payment shall be in full at the rates listed in the Obelisk Costs attached and made part of Exhibit B for the actual work completed in conformance with Section 2.2 of the Agreement. Total compensation for all work under this contract shall not exceed forty thousand five hundred dollars and no-cents,($40,500.00) except as specified in Section 1.6 - Additional Services of the Agreement. 1st Payment 50% of estimated contract cost at signing = $20,250.00 Balance of $750.00 to be paid per unit within 30 days of each delivery = $20,250.00 Total $40, 500.00 Page 11 of 11 PETER 1. URBON SCULPTOR Mr. Roy F. Stephenson, P.E. Interim Public Worlcs Director / City Engineer City of La Quinta 78-495 Calle Tampico La Quinta, CA 92253-1504 Re: Eisenhower Drive Obelisk Project Dear Mr. Stephenson: P.O. Box 874 RANCHO MIRAGE, CA 92270 760.329.4917 May 14, 2002 Per your request, during our meeting of 7 May 2002, I am submitting this quotation for the fabrication of Urbonite Street Markers for placement by the City of La Quinta along Eisenhower Drive where indicated on the enclosed pages. These obelisks will be of the same configuration as the 19 obelisks we are currently producing for the city. Prices are as follows: Delivery: Terms: 37 Urbonite obelisks @ $1,500.00 ea. Total $55,500.00 6 months after enactment of an Art Purchase Agreement. 50% at signing of Art Purchase Agreement. Balance due upon delivery. Sincerel , Peter J. Urbon, Sculptor Obelisk Location Face Wordier E10 N.W. Corner Eisenhower/ Hidalgo North Calle Hidalgo South Calle Hidalgo East Eisenhower Dr. West Eisenhower Dr. Ell S.E Corner Eisenhower/ Hidalgo North Calle Hidalgo South Calle Hidalgo East Eisenhower Dr. West Eisenhower Dr. E 12 N.W. Corner Eisenhower/ Sinaloa North Calle Sinaloa South Calle Sinaloa East Eisenhower Dr. West Eisenhower Dr. E13 S.E Corner Eisenhower/ Sinaloa North Calle Sinaloa South Calle Sinaloa East Eisenhower Dr. West Eisenhower Dr. E14 N.W. Corner Eisenhower/ Durango North Calle Durango South Calle Durango East Eisenhower Dr. West Eisenhower Dr. E 15 S.E Corner Eisenhower/ Durango North Calle Durango South Calle Durango East Eisenhower Dr. West Eisenhower Dr. E16 N.W. Corner Eisenhower/ Sonora North Calle Sonora South Calle Sonora East Eisenhower Dr. West Eisenhower Dr. E17 S.E Corner Eisenhower/ Sonora North Calle Sonora South Calle Sonora East Eisenhower Dr. West Eisenhower Dr. E18 N.W. Corner Eisenhower/ Ensenada North Calle Ensenada South Calle Ensenada East Eisenhower Dr. West Eisenhower Dr. Obelisk Location Face Wording E19 S.E Corner Eisenhower/ Ensenada North Calle Ensenada South Calle Ensenada East Eisenhower Dr. West Eisenhower Dr. E20 N.W. Corner Eisenhower/ Nogales North Calle Nogales South Calle Nogales East Eisenhower Dr. West Eisenhower Dr. E21 S.E Corner Eisenhower/ Nogales North Calle Nogales South Calle Nogales East Eisenhower Dr. West Eisenhower Dr. E22 N.W. Corner Eisenhower/ Chihuahua North Calle Chihuahua South Calle Chihuahua East Eisenhower Dr. West Eisenhower Dr. E23 S.E Corner Eisenhower/ Chihuahua North Calle Chihuahua South Calle Chihuahua East Eisenhower Dr. West Eisenhower Dr. E24 N.W. Corner Eisenhower/ Monterey North Calle Monterey South Calle Monterey East Eisenhower Dr. West Eisenhower Dr. E25 S.E Corner Eisenhower/ Monterey North Calle Monterey South Calle Monterey East Eisenhower Dr. West Eisenhower Dr. E26 X.W. Corner Eisenhower/ Colima North Calle Colima South Calle Colima East Eisenhower Dr. West -South EastU WCSt Eisenhower Dr. EaHt-c-e4ma •iseflhowefO,�. 1. y IJVVL.T 1JC1ll LV 'tyP r:- Obelisk Location Face Wording E28 N.W. Corner Eisenhower/Arroba North Calle Arroba South Calle Arroba East Eisenhower Dr. West Eisenhower Dr. E29 S.E Corner Eisenhower/Arroba North Calle Arroba South Calle Arroba East Eisenhower Dr. West Eisenhower Dr. E30 N.W. Corner Eisenhower/ Chillon North Calle Chillon South Calle Chillon East Eisenhower Dr. West Eisenhower Dr. E31 S.E Corner Eisenhower/ Chillon North Calle Chillon South Calle Chillon East Eisenhower Dr. West Eisenhower Dr. E32 N.W. Corner Eisenhower/ Madrid North Calle Madrid South Calle Madrid East Eisenhower Dr. West Eisenhower Dr. E33 S.E Corner Eisenhower/ Madrid North Calle Madrid South Calle Madrid East Eisenhower Dr. West Eisenhower Dr. E34 N.W. Corner Eisenhower/ Temecula North Calle Temecula South Calle Temecula East Eisenhower Dr. West Eisenhower Dr. E35 S.E Corner Eisenhower/ Temecula North Calle Temecula South Calle Temecula East Eisenhower Dr. West Eisenhower Dr. E36 N.E. Corner Eisenhower/ Bermudas North Ave. Bermudas South Ave. Bermudas East Eisenhower Dr. West Eisenhower Dr. Obelisk E37 Location Face Wording S.W. Corner Eisenhower/ Bermudas North Ave. Bermudas South Ave. Bermudas East Eisenhower Dr. West Eisenhower Dr.