AMENDMENT NO. 1
TO PROFESSIONAL SERVICES AGREEEMENT
This Amendment No. 1 (“Amendment No. 1”) to the Agreement for the Professional Services Agreement by and between the City of Commerce (“City”) and RJM Design Group, Inc. (“Contractor”) shall be effective the date the Amendment is executed.
WHEREAS, The City and Consultant entered into a Professional Services Agreement dated March 28, 2023, for the Pathways For Hope Connectivity Improvement Project (“Agreement”); and
WHEREAS, City and Consultant desire to modify the Agreement to obtain intellectual property rights for the design of a mural in conjunction with City’s receipt of a Clean California Local Grant (“Grant”) from the California Department of Transportation (“Caltrans”) for the Pathways for Hope Project (“Project”); and
WHEREAS, Consultant’s proposal included as Exhibit A of the Agreement includes an option to acquire ownership rights for the mural for an additional $80,000.00; and WHEREAS, City and Consultant desire to modify of the Agreement in accordance with this Amendment No. 1;
NOW, THEREFORE, the parties agree as follows:
1. Exercise of Option. City hereby exercises the option to obtain the intellectual property rights associated with the mural for the Pathways For Hope Connectivity Improvement Project.
2. Section 3. Compensation. As compensation for Consultant’s procurement of the intellectual property rights of the mural on behalf of the City, the compensation to be paid to Consultant under Section 3 of the Agreement shall hereby be increased by an amount not to exceed Eighty Thousand Dollars ($80,000.00).
3. SECTION 6. of Exhibit B of the Agreement shall hereby be supplemented with the following subsection C;
C. Ownership of Product: Without otherwise affecting Section 6B of Exhibit B to the Agreement, Consultant agrees that it shall acquire intellectual property rights in favor of the City over any designs for a mural for the Project consistent with the requirements of the Caltrans Transportation Art Program. The acquired intellectual property rights should allow City to remove, distort, mutilate, modify, destroy, relocate, or preserve all or any portion of the mural, and allow the City and its assignees to use the mural in all photographs, websites, documents, and other promotional materials. Consultant shall also obtain a waiver of any notice or rights the subconsultant may have under the Visual Artist Rights Act of 1990 (“VARA”) or the California Art Preservation Act, adopted under California Civil Code section 987 et seq.(“CARA”).
4. Except as modified herein, the remaining terms and provisions of the Agreement between the City and Consultant shall remain in full force and effect.
IN WITNESS WHEREOF, the parties, through their respective authorized representatives, have executed this Amendment No. 1 as of the date written below.
RJM DESIGN GROUP, INC.
By _______________________________ DATED: __________________ ______________________, TITLE
CITY OF COMMERCE
By _______________________________ DATED: __________________ Hugo Argumedo, Mayor
ATTEST:
Lena Shumway, City Clerk
President
July 14, 2023