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HomeMy WebLinkAbout2005 CON CDC Graphic Solutions - Design Services Branding & CollateralAGREEMENT BY AND BETWEEN THE COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF NATIONAL CITY AND GRAPHIC SOLUTIONS, Ltd ORIGINAL THIS AGREEMENT is entered into this 26`" day of April, 2005, by and between the COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF NATIONAL CITY, a municipal corporation (the "CDC"), and GRAPHIC SOLUTIONS, Ltd (the "CONTRACTOR"). RECITALS WHEREAS, the CDC desires to employ a CONTRACTOR to provide graphic design services for branding and design of marketing collateral to address redevelopment needs and enhance the marketing strategies for the promotion of National City and the CDC. WHEREAS, the CDC has determined that the CONTRACTOR is a Graphic Design firm and is qualified by experience and ability to perform the services desired by the CDC, and the CONTRACTOR is willing to perform such services. NOW, THEREFORE, THE PARTIES HERETO DO MUTUALLY AGREE AS FOLLOWS: 1. ENGAGEMENT OF CONTRACTOR. The CDC hereby agrees to engage the CONTRACTOR and the CONTRACTOR hereby agrees to perform the services hereinafter set forth in accordance with all terms and conditions contained herein. The CONTRACTOR represents that all services required hereunder will be performed directly by the CONTRACTOR or under direct supervision of the CONTRACTOR. 2. SCOPE OF SERVICES. The CONTRACTOR will perform services as set forth in the attached Exhibit A for a cost not to exceed $31,850 plus time and materials as specified. The CONTRACTOR shall be responsible for all research and reviews related to the work and shall not rely on personnel of the CDC for such services, except as authorized in advance by the CDC. The CONTRACTOR shall appear at meetings cited in Exhibit A to keep staff and the Community Development Commission advised of the progress on the project. Revised October 2003 The CDC may unilaterally, or upon request from the CONTRACTOR, from time to time reduce or increase the Scope of Services to be performed by the CONTRACTOR under this Agreement. Upon doing so, the CDC and the CONTRACTOR agree to meet in good faith and confer for the purpose of negotiating a corresponding reduction or increase in the compensation associated with said change in services, not to exceed a factor of 10% from the base amount. 3. PROJECT COORDINATION AND SUPERVISION. The Redevelopment Projects Manager hereby is designated as the Project Coordinator for the CDC and will monitor the progress and execution of this Agreement. The CONTRACTOR shall assign a single Project Director to provide supervision and have overall responsibility for the progress and execution of this Agreement for the CONTRA- CTOR. Cheryl Villa, Project Coordinator thereby is designated as the Project Director for the CONTRACTOR. 4. COMPENSATION AND PAYMENT. The compensation for the CONTRACTOR shall be based on monthly billings covering actual work performed. Billings shall include labor classifications, respective rates, hours worked and also materials, if any. The total cost for all work described in Exhibit A shall not exceed the schedule given in Exhibit A (the Base amount) without prior written authorization from the Executive Director. Monthly invoices will be processed for payment and remitted within thirty (30) days from receipt of invoice, provided that work is accomplished consistent with 'Exhibit A', as determined by the CDC. The CONTRACTOR shall maintain all books, documents, papers, employee time sheets, accounting records, and other evidence pertaining to costs incurred and shall make such materials available at its office at all reasonable times during the term of this Agreement and for three (3) years from the date of final payment under this Agreement, for inspection by the CDC and for furnishing of copies to the CDC, if requested. 5. LENGTH OF AGREEMENT. This agreement will expire upon project completion and no later than August 30, 2005, unless extended by mutual agreement of the Contractor and Executive Director. 6. DISPOSITION AND OWNERSHIP OF DOCUMENTS. The Memoranda, Reports, Maps, Drawings, Plans, Specifications and other documents prepared by the CONTRACTOR for this Project, whether paper or electronic, shall become the property of the CDC for use with respect to this Project, and shall be turned over to the CDC upon completion of the Project, or any phase thereof, as contemplated by this Agreement. Contemporaneously with the transfer of documents, the CONTRACTOR hereby assigns to the CDC and CONTRACTOR 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 2 Revised October 2003 CDC's prior authorization regarding reproduction, which authorization shall not be unreasonably withheld. The CONTRACTOR shall, upon request of the CDC, execute any further document(s) necessary to further effectuate this waiver and disclaimer. The CONTRACTOR agrees that the CDC may use, reuse, alter, reproduce, modify, assign, transfer, or in any other way, medium or method utilize the CONTRACTOR'S written work product for the CDC's purposes, and the CONTRACTOR expressly waives and disclaims any residual rights granted to it by Civil Code Sections 980 through 989 relating to intellectual property and artistic works. Any modification or reuse by the CDC of documents, drawings or specifications prepared by the CONTRACTOR shall relieve the CONTRACTOR from liability under Section 14 but only with respect to the effect of the modification or reuse by the CDC, or for any liability to the CDC should the documents be used by the CDC for some project other than what was expressly agreed upon within the Scope of this project, unless otherwise mutually agreed. 7. 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 the CONTRACTOR nor the CONTRACTOR'S employees are employee of the CDC and are not entitled to any of the rights, benefits, or privileges of the CDC's employees, including but not limited to retirement, medical, unemployment, or workers' compensation insurance. This Agreement contemplates the personal services of the CONTRACTOR and the CONTRACTOR'S employees, and it is recognized by the parties that a substantial inducement to the CDC for entering into this Agreement was, and is, the professional reputation and competence of the CONTRACTOR and its employees. Neither this Agreement nor any interest herein may be assigned by the CONTRACTOR without the prior written consent of the CDC. Nothing herein contained is intended to prevent the CONTRACTOR from employing or hiring as many employees, or subcontractors, as the CONTRACTOR may deem necessary for the proper and efficient performance of this Agreement. All agreements by CONTRACTOR with its subcontractor(s) shall require the subcontractor to adhere to the applicable terms of this Agreement. 8. CONTROL. Neither the CDC nor its officers, agents or employees shall have any control over the conduct of the CONTRACTOR or any of the CONTRACTOR'S employees except as herein set forth, and the CONTRACTOR expressly agrees not to represent that the CONTRACTOR or the CONTRACTOR'S agents, servants, or employees are in any manner agents, servants or employees of the CDC, it being understood that the CONTRACTOR, its agents, servants, and employees are as to the CDC wholly independent contractors and that the CONTRAC- TOR'S obligations to the CDC are solely such as are prescribed by this Agreement. 9. COMPLIANCE WITH APPLICABLE LAW. The CONTRACTOR, in the performance of the services to be provided herein, shall comply with all 3 Revised October 2003 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. The CONTRACTOR, and each of its subcontractors, shall obtain and maintain a current City of National City business license prior to and during performance of any work pursuant to this Agreement. 10. LICENSES, PERMITS. ETC. The CONTRACTOR represents and covenants that it has all licenses, permits, qualifications, and approvals of whatever nature that are legally required to practice its profession. The CONTRACTOR represents and covenants that the CONTRACTOR 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 the CONTRACTOR to practice its profession. 11. STANDARD OF CARE. A. The CONTRACTOR, 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 the CONTRACTOR'S trade or profession currently practicing under similar conditions and in similar locations. The CONTRACTOR shall take all special precautions necessary to protect the CONTRACTOR'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, the CONTRACTOR warrants to the CDC 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 the CONTRACTOR'S professional performance or the furnishing of materials or services relating thereto. C. The CONTRACTOR is responsible for identifying any unique products, treatments, processes or materials whose availability is critical to the success of the project the CONTRACTOR has been retained to perform, within the time requirements of the CDC, or, when no time is specified, then within a commercially reasonable time. Accordingly, unless the CONTRACTOR has notified the CDC otherwise, the CONTRACTOR warrants that all products, materials, processes or treatments identified in the project documents prepared for the CDC are reasonably commercially available. Any failure by the CONTRACTOR to use due diligence under this sub -paragraph will render the CONTRACTOR liable to the CDC for any increased costs that result from the CDC'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 commercially reasonable time. 12. NON-DISCRIMINATION PROVISIONS. The CONTRACTOR shall not discriminate against any employee or applicant for employment because of age, race, color, ancestry, religion, sex, sexual orientation, marital status, national origin, physical handicap, or medical condition. The CONTRACTOR 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: 4 Revised October 2003 employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship. The CONTRACTOR agrees to post in conspicuous places available to employees and applicants for employment any notices provided by the CDC setting forth the provisions of this non-discrimination clause. 13. CONFIDENTIAL INFORMATION. The CDC may from time to time communicate to the CONTRACTOR certain confidential information to enable the CONTRACTOR to effectively perform the services to be provided herein. The CONTRACTOR shall treat all such information as confidential and shall not disclose any part thereof without the prior written consent of the CDC. The CONTRACTOR 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. The foregoing obligation of this Section 13, however, shall not apply to any part of the information that (i) has been disclosed in publicly available sources of information; (ii) is, through no fault of the CONTRACTOR, hereafter disclosed in publicly available sources of information; (iii) is already in the possession of the CONTRACTOR without any obligation of confidentiality; or (iv) has been or is hereafter rightfully disclosed to the CONTRACTOR by a third party, but only to the extent that the use or disclosure thereof has been or is rightfully authorized by that third party. The CONTRACTOR 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 CDC. In its performance hereunder, the CONTRACTOR 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. CONTRACTOR shall be liable to CDC for any damages caused by breach of this condition, pursuant to the provisions of Section 14. 14. INDEMNIFICATION AND HOLD HARMLESS. The CONTRACTOR agrees to defend, indemnify, and hold harmless the Community Development Commission of the City of National City, its officers and employees, 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 negligent performance of this Agreement. 15. WORKERS' COMPENSATION. The CONTRACTOR shall comply with all of the provisions of the Workers' Compensation Insurance and Safety Acts of the State of California, the applicable provisions of Division 4 and 5 of the California Government Code and all amendments thereto; and all similar state or Federal acts or laws applicable; and shall indemnify, and hold harmless the CDC and its officers, and employees from and against all claims, demands, payments, suits, actions, proceedings and judgments of every nature and description, including reasonable attorney's fees 5 Revised October 2003 and defense costs presented, brought or recovered against the CDC 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 the CONTRACTOR under this Agreement. 16. INSURANCE. The CONTRACTOR, at its sole cost and expense, shall purchase and maintain, and shall require its subcontractors, when applicable, to purchase and maintain throughout the term of this agreement, the following insurance policies: LI 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 non -owned vehicles. C. Comprehensive general liability insurance, with minimum limits of $1,000,000 combined single limit per occurrence, covering all bodily injury and property damage arising out of its operation under this Agreement. D. Workers' compensation insurance covering all of CONSULTANT'S employees. • E. The aforesaid policies shall constitute primary insurance as to the CDC, its officers, employees, and volunteers, so that any other policies held by the CDC shall not contribute to any loss under said insurance. Said policies shall provide for thirty (30) days prior written notice to the CDC of cancellation or material change. F. Said policies, except for the professional liability and worker's compensation policies, shall name the CDC and its officers, agents and employees as additional insureds. G. If required insurance coverage is provided on a "claims made" rather than "occurrence" form, the CONTRACTOR shall maintain such insurance coverage for three years after expiration of the term (and any extensions) of this Agree- ment. H. Any aggregate insurance limits must apply solely to this Agree- ment. I. Insurance shall be written with only California admitted companies which hold.a current policy holder's alphabetic and financial size category rating of not less than A VIII according to the current Best's Key Rating Guide, or a company equal financial stability that is approved by the City's Risk Manager. J. 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 the CONTRACTOR does not keep all of such insurance policies in full force and effect at all times during the terms of this Agreement, the CDC may elect to treat the failure to maintain the requisite insurance as a breach of this Agreement and terminate the Agreement as provided herein. 17. 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 6 Revised October 2003 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 CDC shall, in addition, be limited to the amount of attorney's fees incurred by the CDC in its prosecution or defense of the action, irrespective of the actual amount of attorney's fees incurred by the prevailing party. 18. MEDIATION/ARBITRATION. If a dispute arises out of or relates to this Agreement, or the breach thereof, the parties agree first to try, in good faith, to settle the dispute by mediation in San Diego, California, in accordance with the Commercial Mediation Rules of the American Arbitration Association (the "AAA") before resorting to arbitration. The costs of mediation shall be borne equally by the parties. Any controversy or claim arising out of, or relating to, this Agreement, or breach thereof, which is not resolved by mediation shall be settled by arbitration in San Diego, California, in accordance with the Commercial Arbitration Rules of the AAA then existing. Any award rendered shall be final and conclusive upon the parties, and a judgment thereon may be entered in any court having jurisdiction over the subject matter of the controversy. The expenses of the arbitration shall be borne equally by the parties to the arbitration, provided that each party shall pay for and bear the costs of its own experts, evidence and attorneys' fees, except that the arbitrator may assess such expenses or any part thereof against a specified party as part of the arbitration award. 19. TERMINATION. A. This Agreement may be terminated with or without cause by the CDC. Termination without cause shall be effective only upon 60- day's written notice to the CONTRACTOR. During said 60-day period the CONTRACTOR shall perform all services in accordance with this Agreement. B. This Agreement may also be terminated immediately by the CDC for cause in the event of a material breach of this Agreement, misrepresentation by the CONTRACTOR in connection with the formation of this Agreement or the performance of services, or the failure to perform services as directed by the CDC. C. Termination with or without cause shall be effected by delivery of written Notice of Termination to the CONTRACTOR 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 the CONTRACTOR, whether paper or electronic, shall immediately become the property of and be delivered to the CDC, and the CONTRACTOR 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 Tess any damages caused the CDC by the CONTRACTOR'S breach, if any. Thereafter, ownership of said written material shall vest in the CDC all rights set forth in Section 6. 7 Revised October 2003 E. The CDC further reserves the right to immediately terminate this Agreement upon: (1) the filing of a petition in bankruptcy affecting the CONTRACTOR; (2) a reorganization of the CONTRACTOR for the benefit of creditors; or (3) a business reorganization, change in business name or change in business status of the CONTRACTOR. 20. 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 the CDC: To the CONTRACTOR: Benjamin Martinez Executive Director Community Development Commission of the City of National City 140 East 12th Street, Suite B National City, CA 91950 Simon Andrews Principal Graphic Solutions, Ltd 2952 Main Street San Diego CA 92113 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. 21. CONFLICT OF INTEREST AND POLITICAL REFORM ACT OBLIGATIONS. During the term of this Agreement, the CONTRACTOR shall not perform services of any kind for any person or entity whose interests' conflict in any way 8 Revised October 2003 with those of the Community Development Commission of the City of National City. The CONTRACTOR also agrees not to specify any product, treatment, process or material for the project in which the CONTRACTOR has a material financial interest, either direct or indirect, without first notifying the CDC of that fact. The CONTRACTOR shall at all times comply with the terms of the Political Reform Act and the National City Conflict of Interest Code. The CONTRACTOR shall immediately disqualify itself and shall not use its official position to influence in any way any matter coming before the CDC in which the CONTRACTOR has a financial interest as defined in Government Code Section 87103. The CONTRACTOR 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 CDC. fl If checked, the CONTRACTOR shall comply with all of the reporting requirements of the Political Reform Act and the National City Conflict of Interest Code. Specifically, the CONTRACTOR shall file a Statement of Economic Interests with the City Clerk of the City of National City in a timely manner on forms which the CONTRACTOR shall obtain from the City Clerk. The CONTRACTOR shall be strictly liable to the CDC for all damages, costs or expenses the CDC may suffer by virtue of any violation of this Paragraph 21 by the CONTRACTOR. 22. MISCELLANEOUS 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. 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. G. 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. 9 Revised October 2003 H. Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California. I. Entire Agreement. This Agreement supersedes any prior agree- ments, 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. J. Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the successors and assigns of the parties hereto. K. 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 party'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 first above written. COMMUNITY DEVELOPMENT OF THE CITY OF NATIONAL CITY By: GRAPHIC SOLUTIONS, Ltd (Two signatures required for a corporation) By: l/144 - Nick In �" ' "airman Simon Andrews APPROVED AS TO FORM: George H. Eiser, III CDC Legal Counsel Secretary of the Corporation Presitlel 10 Revised October 2003 EXHIBIT A PROPOSED SCOPE AND FEES April 7, 2005 Community Development Commission of the City of National City 140 East 12th Street, Suite B National City, CA 91950 Attention: Mr. Benjamin Martinez, Executive Director RE: NATIONAL CITY MARKETING PROGRAM - GRAPHIC DESIGN SERVICES PURPOSE To provide design services for branding and design of marketing collateral to address redevelopment needs and enhance the marketing strategies developed for the promotion of National City, California. SCOPE OF WORK Working in close coordination with City staff, Graphic Solutions will provide the following services: Phase I. Planning, Research and Campaign Strategy A. Meet with client to discuss project overview, determine program parameters and design approach (Meeting #1). R. Work with City staff to articulate a strategy and campaign to establish a graphic identity for redevelopment agency activities based on existing graphic for the Community Development Commission. Establish a menu of components, including budgetary estimates for implementation. (Meeting #2) C. Research imaging and theming appropriate for marketing applications. Proposal & Contr'a.i Community Development Commission of National City April 7, 2005 Page 2 Phase II. Concept Design Part One. Marketing Collateral A. Meeting with client to determine design direction for full -color marketing materials selected from menu below. (Meeting #3): 1. Introduction Brochure (assumes 8-page, full color with photos and maps). 2. Presentation Brochure (blind embossed folder with pocket, business card cut) 3. Fact Sheets: template for a single -page 2-sided, full color sheet, including: • I Iarbor • Downtown • Mile of Cars • IIighland Corridor • Filipino District • Historic Preservation • Low / Moderate I Iousing Assistance 4. District / Attraction Brochures (assumes (4) different 4-page full color brochures), including separate identity for: • "New Downtown" • Harbor Experience • Brownfields • Economic Development B. Provide up to (2) alternate concept designs for standard layout templates indicating sizes, positioning, colors and typestyles of cover including preliminary layout for text, headlines, and / or photo captions for first item. NOTE: Client to provide copy for refinement by Graphic Solutions for "fit" to layout. C. Coordinate with City's web site designer on a look and feel for the website to create a unified look with marketing collateral. D. Present concepts for client review. (Meeting #4) Proposal & Contras Community Development Commission of National City April 7, 2005 Page 3 E. Develop preferred concept design and adjust copy as determined at client presentation. F. Prepare and forward comp with color indications for client approval. U. Final design and copy adjustments based on client comments. H. Based on approved template design for each item, provide design development, camera-ready art and production for selected items: DESIGN PRODUCTION DESCRIPTION QTY DESIGN. DEVELOP PHOTO- GRAPHY TOTAI, DESIGN PRODUC -TION / EACH AD1)l flONA MENT COSTS PRINT 1, 1.000 AND (Stock nr COSTS CAMERA- READY Original)* and/or First ART Illustration 1.000 1 INTRODl1(:11ON 1 S4.600 S8,000 $12.600 $5,0(N) $500 BROCA I1'RE -8-1/2" x I I" 8 pages with map and up to (8) stock photos; digital printing 2 PRESENTATION 1 1,250 N/A $1,250 $2.000 $500 FOLDER -blind embossed folder with pocket. business card cut 3 FACT SHEET- 1 $3,000 N/A $3,000 $5,000 $200 (each) TEMPLATE (all 8) (8-1/2" X II"; 2-sided, full color) Including staff training and coordination 4 DISTRICT / ATTRACTION 4 different $13.000 $2.0110 $15,000 $12,000 $300(each) BROCIIl1RES, UNIQUE IDENTITIES (all 4) 4 page. till color with map and stock photos $31,850 including expenses *NOTE: Estimates assume photos can be re -used from other tasks, Proposal & Contr'act Community Development Commission of National City April 7, 2005 Page 4 NOTE: Up to (4) meetings are included in the fee estimate. Additional meetings, site visits and/or services will be at the client's request and will he billed on a time and materials basis as an addition to the fee estimate shown above. ADDITIONAL SERVICES At the client's request, the following services will be provided in addition to the scope outlined above. Services will be provided on a time and materials basis, plus expenses and may include: • additional concept designs for logo • specifications for use of logo in signage and print applications • design development, camera-ready art for stationery package • color separations, negatives • Powerpoint presentations • color renderings/comps other than those specifically noted • preparation of presentation materials requested by City and/or client BILLINQ RAPES Current Hourly Billing Rates Classification* $120 Principal $95 Design Manager $90 Sr. Designer II $85 Sr. Designer I; Sr. Project Manager; Planning Specialist; Estimator $80 Project Manager III; Designer I11 $75 Project Manager II; Designer II; Technical Writer/Copywriter $70 Project Manager I; Designer I $65 Project Coordinator II; Sr. Production Artist $60 Project Coordinator I; Production Artist II1 $55 Production Artist II; Production Coordinator II $50 Production Artist 1; Production Coordinator I $45 Production Assistant $40 Clerical/Word Processing * Project assignments are made based on employee skill levels and the type of work being performed. Proposal & Contra,L Community Development Commission of National City April 7. 2005 Page 5 REIMBURSABLES Outside Services/Expenses: In addition to fees, Graphic Solutions shall be reimbursed at cost plus 10% for outside services requiring creative/art direction (e.g., professional photography, renderings, copywriting), and for all other outside services or expenses related to the execution of the work, including, but not limited to: blueprints, vellums, photocopies; photographic supplies and processing; photostats, printing, typesetting, word processing; transportation and accommodations; delivery and shipping. Client may elect to be billed directly by suppliers for project -related expenses. If this election is made, Client shall identify, upon execution of this contract, those expenses for which the Client will make payment directly. Client shall provide to Graphic Solutions its account numbers for suppliers identified for direct billing and payment of expenses. In -House Expenses: Graphic Solutions shall be reimbursed at a slat rate for certain in-house expenses in accordance with the following schedule: • Digital color proofs up to 8-1/2" x 14" $ 5.00 each • Black & white photostats $ 15.00 each • Matte board $ 5.00 per hoard • PMS paper $ 5.00 per sheet • Photocopies for copy counts exceeding 50 pages $ 0.15 per page • Zip Disk $ 15.00 each • Compact Disk $ 10.00 • Comb Binding $ 5.00 per set ADA COMPLIANCE Graphic Solutions has researched the requirements of the Americans with Disabilities Act (ADA) as it affects signage, and every effort has been made to ensure that your signage meets those requirements. However, ADA compliance is the responsibility of the facility owner and/or owner's representative. Graphic Solutions, its officers and employees assume no legal responsibility for compliance with ADA and no warranty is either expressed or implied by presentation of bid documents, proposals, contracts, designs or signage. No liability is assumed for the outcome of decisions made on the basis of information provided by Graphic Solutions. Consultation with legal counsel is recommended for those affected by ADA. Proposal & Contras, Community Development Commission of National City April 7, 2005 Page 6 TERMS AND CONDITIONS The client shall provide Graphic Solutions all necessary drawings and information regarding site or building conditions that affect the signing. The client and Graphic Solutions shall mutually participate in development of all sign wording, with final approval by the client. This proposal does not include the cost of models, color renderings, or slide presentations that will be provided only at the request and approval of the client. Graphic Solutions provides electronic files in Macromedia Freehand version 8 for the Macintosh as a standard format. Preparation of files for other formats or platforms may affect schedule and/or incur additional fees. This proposal covers only the services outlined in the scope of work. If the scope of work changes, approved revisions or additions will he charged for on a time and materials basis (current hourly rates plus reimbursable expenses) and as an addition to the original contract. Conference reports, letters, memoranda, and other written notification of additions or revisions are considered extensions to this contract. The billing rates outlined in this proposal represent the current hourly rates in force at the time the proposal is presented. Billing rates are updated periodically and may change during the course of the proposal or contract period, in which case the most current adjusted rates, shall apply. Estimated fees are to cover services outlined in the scope of work and may be billed in their entirety as a fixed fee upon satisfactory completion of the scope. Any retainer paid to Graphic Solutions upon execution of the contract shall be deposited and held until work is deemed complete or substantially complete, at which time the retainer amount shall be credited on the final invoice and/or refunded by check to the client. Graphic Solutions carries Workman's Compensation in the amount of one million dollars ($1,000,000.00) and General Liability Insurance in the amount of two million dollars ($2,000,000.00) general aggregate with one million dollars ($1,000,000.00) per occurrence. Unless otherwise specified herein, premiums for any additional types of coverage that may be required or for limits in excess of standard coverage for Workman's Compensation and General Liability Insurance shall be paid by the Client as an addition to the contract amount stated herein. Proposal & Contra, Community Development Commission of National City April 7, 2005 Page 7 The client agrees to include the name of Graphic Solutions in all client press releases associated with image development, graphic design, sign planning, and other work performed by Graphic Solutions for the client or project. When the project development team is listed in press releases, the client agrees to include Graphic Solutions' name as part of the team. Termination of contract: Assuming just cause, either party reserves the right to terminate this agreement after giving ten (10) days written notice to the other. Graphic Solutions shall he paid for services and reimbursables incurred under this contract up to the date that such written notice is received, but not to exceed the agreed upon design fee. Title to all work provided by us shall remain in the Seller until all payments are made as stipulated. All payments arc payable at the office of Graphic Solutions, Ltd., 2952 Main Street, San Diego, CA 92113, within thirty days of client's receipt of invoice. Should default be made in payment of any installment, the whole sum shall become due at option of Seller. In the event Seller shall employ an attorney to recover work provided, or collect on sums due under this agreement, Buyer agrees to pay in addition to all sums found due from Seller, a reasonable attorney's fee. All overdue payments under this agreement shall be subject to a service charge at the rate of one and one-half percent (l -1 /2%) per month. For: For: GRAPHIC SOLUTIONS, Ltd By: By: Date: Date: Simon Andrews Acoio. CERTIFICATE OF LIABILITY INSURANCE GRAPH 1 01/09/06 DATE (MM/DD/YYYY) PRODUCER Cavignac & Associates 450 B Street, Suite 1800 San Diego CA 92101-3547 Phone:619-234-6848 Fax:619-234-8601 INSURED Graphic Solutions, Ltd. dba Fabrication Arts 2952 Main Street San Diego CA 92113 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. INSURERS AFFORDING COVERAGE •INSURERA- Peerless Insurance Company INSURER B. Lanonark American Ineuranco Co INSURER C INSURER D INSURER E NAIC # 24198 33138 COVERAGES THE POLICIES OF INSURANCE LIS I ED BELOW HAVE BEFN ISSUED TO THE INSURED NAMED ABOVE FOR THE POI ICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT I ERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN. THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS. EXCLUSIONS AND CONDITIONS OF SUCH POLICIES AGGREGATE LIMITS SIIOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR ADM--- ATE (MMIDD/YY) PDATE LMM(DD LTR INSR- TYPE OF INSURANCE POLICY NUMBER LIMITS A GENERAL LIABILITY CBP9557423 COMBINED SINGLE LIMIT 01/08/06 01/08/07 - EACH OCCURRENCE 51,000,000 X X I COMMERCIAL GENERAL LIABILITY O7R�AGE TO KENTEl1" PREMISES (Eaeccurence) $ 100,000 �MED CLAIMS MADE I X OCCUR EXP (My one person) ` 55,000 • X I Broad Form PERSONAL S. ADV INJURY 5 1 000 , 000 IX IContractual Liab GENERAL AGGREGATE $ 2 000 , 000 52 r 000 , 000 GEN'L AGGREGATE LIMIT APPLIES PER I PRODUCTS - COMP/OP AGG POLICY 7 JECOF IX I LOC Emp Ben. 1,000,000 A AUTOMOBILE LIABILITY CBP9557423 01/08/06 01/08/07 COMBINED SINGLE LIMIT (Ea accident) 51,000,000 X X ANYAUIO . ALL OWNED AUTOS SCHEDULED AUTOS X 1.. HIRED AUTOS X NON -OWNED AUTOS BODILY INJURY (Per person) BODILYV — dcnt) I (Per accident) , . PROPERTY DAMAGE (Per accdent) 5 $ -- — — I $ — I I GARAGE LIABILITY ANY AUTO ! AUTO ONLY - EA ACCIDENT $ r I OTHER THAN EA ACC 5 AUTO ONLY AGG 5 EXCESS/UMBRELLA LIABILITY , i EACH OCCURRENCE 15 .5 __ OCCUR CLAIMS MADE AGGREGATE _' DEDUCTIBLE t RETENTION $ i $ $ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY R' ANY PROPRIETORARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED, SI a • IEsCIAnLsPROVuInSdOS below ! WC SIAIU- OlH-I __ ITORY LIMITS 1 _ ER E L. EACH ACCIDENT LEI. DISEASE - F.A EMPLOYE -- __ $ .—. --- -- $ — _ . 5 — E.L. DISEASE - POLICY LIMIT OTHER A Professional Liab !Claims Made I I ILHR803694 1 02/04/051 02/04/06 Ea Claim 1,000,000 I 0 000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES / EXCLUSIONS ADDED BY ENDORSEMENT / SPECIAL PROVISIONS /(jIUIlU1Ul00 Re: Work Order #4428, Marketing Program - Graphic design services for branding and design of marketing material. The Community Development nr,7 I ! IL„ Commission (CDC) of the City of National City, its officers, agents & "``"' " + va! employees are named as additional insureds primary as respects general �7 -1I liability per GECG602 09/04 and policy form and additional insureds (cortt'A1a0-31=J IFICATE HOLDER CANCELLATION CDCNA-1 Community Development Commission of the City of National City 140 East 12th St., Suite B National City, CA 91950 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING INSURER WILL INCLEX' IZKNZMAIL 30X DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT ININCLIQCOmOcranMI AUTHORIZID REI/iISENTATIVE ACORD 25 (2001108) © ACORD CORPORATION 1988 71 tea:/91"RAD. NSUR D'SONAME Graphic Solutions, Ltd. GRAPH-1 OP ID RM FAGS .2 DATE 0'1/[d' V 6 as respects auto liability per GECA701 09/04. Per project aggregate applies as respects general liability per CG2503 03/97. Professional Liability - Claims made form; Aggregate limit policy; Defense costs included within limit of liability. 10 days notice of cancellation for non-payment of premium. STATE COMPENSATION INSURANCE FUND CERTHOLDER COPY P.O. BOX 420807, SAN FRANCISCO,CA 94142-0807 CERTIFICATE OF WORKERS' COMPENSATION INSURANCE ISSUE DATE: 01-01-2006 uopsituulo3 jU8tuo:) ., 4Uf1Wt1)O' 900ZE0N'f COMI4IJNITY DEVELOPMENT COMMISSION OF THE CITY OF NATIONAL CITY 140 EAST 12TH STREET, SUITE B NATIONAL CITY CA 91950 GROUP: POLICY NUMBER: 1757390-2008 CERTIFICATE ID 188 CERTIFICATE EXPIRES: 01-01-2007 01-01-2008/01-01-2007 JOB:WORK ORDER M4428 - MARKETING PROGRAM This is to certify that we have issued a valid Workers' Compensation insurance policy in a form approved by the California Insurance Commissioner to the employer named below for the policy period indicated. This policy is not subject to cancellation by the Fund except upon 30 days advance written notice to the employer. We will also give you 30 days advance notice should this policy be cancelled prior to its normal expiration. This certificate of insurance is not an insurance policy and does not amend, extend or alter the coverage afforded by the policy listed herein. Notwithstanding any requirement, term or condition of any contract or other document with respect to which this certificate of insurance may be issued or to which it may pertain, the insurance afforded by the policy described herein is subject to all the terms, exclusions, and conditions, of such policy. AUTHORIZED REPRESENTATIVE PRESIDENT EMPLOYER'S LIABILITY LIMIT INCLUDING DEFENSE COSTS: $1,000,000 PER OCCURRENCE. ENDORSEMENT M2085 ENTITLED CERTIFICATE HOLDERS' NOTICE EFFECTIVE 01-01-2004 IS ATTACHED TO AND FORMS A PART OF THIS POLICY. EMPLOYER GRAPHIC SOLUTIONS LTD. (A CORP) DBA: FABRICATION ARTS 2952 MAIN ST SAN DIEGO CA 92113 SD SD (REV.2-05) PRINTED : 12-17-2005 M0408