City Council Agenda and Packet 2024 01 02

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City's duly adopted purchasing policies; except that, no equitable adjustment shall be applied to cover the cost of the Artist's required insurance policies or any deductible losses incurred by the Artist under such policies. The City shall pay Artist fifty percent (50%) of the Maximum Contract Amount before Artist commences the Work (°Deposit"), and shall pay the remaining fifty percent (50%) within seven (7) days of the City's final acceptance of the Work ("Final Payment"). Artist shall provide the City with a completed form W 9 "Request for Taxpayer Identification Number" prior to the City's payment of the Deposit. The foregoing amounts of compensation shall be inclusive of all costs of whatsoever nature associated with the Artist's efforts, including but not limited to salaries, benefits, overhead, administration, profits, expenses, outside contractor fees, and supplies and materials to be integrated into the Work, including any footer, base, or concrete pad needed to support the Work. The Scope of Work and payment therefor shall only be changed by a properly authorized amendment to this Agreement. No City employee has the authority to bind the City with regard to any payment for any Work which exceeds the amount payable under the terms of this Agreement. 4.2 Artist shall submit bi-monthly reports to the City regarding progress made on the Work during the previous two (2) weeks. Artist shall provide such additional backup documentation, sketches, or photographs as may be required by the City. 5.0 PROJECT REPRESENTATION 5.1 The City designates Erica Schmitt ("City's Project Manager"), as the responsible City staff to communicate with Artist during the conduct of the Work. Artist shall promptly respond to any communications from Erica Schmittand such person's designees. 5.2 The Artist designates Rita Vali and Arabella Tattershall as its project managers and as the principals in charge who shall be providing the Services under this Agreement. 6.0 TERM 6.1 The term of this Agreement shall be from the Effective Date to the date of Final Payment by the City, unless sooner terminated pursuant to Section 12, below. Artist's Work under this Agreement shall commence promptly following City's payment of the Deposit to Artist, and Artist shall proceed with diligence and promptness so that the Work is completed in a timely fashion consistent with the Scope of Work and Section 3.2. 6.2 Nothing in this Agreement is intended or shall be deemed or construed as creating any multiple -fiscal year direct or indirect debt or financial obligation on the part of the City within the meaning of Colorado Constitution Article X, Section 20 or any other constitutional or statutory provision. All financial obligations of the City under this Agreement are subject to annual budgeting and appropriation by the Louisville City Council, in its sole discretion. Notwithstanding anything in this Agreement to the contrary, in the event of non - appropriation, this Agreement shall terminate effective December 31 of the then -current fiscal year. 7.0 GENERAL INDEMNIFICATION; INSURANCE; GOVERNMENTAL IMMUNITY 7.1 To the fullest extent permitted by law, Artist agrees to indemnify and hold harmless the City, and its elected and appointed officers and its employees, from and against all liability, claims, and demands, on account of any injury, loss, or damage, which arise out of or are 2 15