HomeMy WebLinkAbout2008 CON CDC Blik - Design & Marketing ServicesAGREEMENT
BY AND BETWEEN
THE COMMUNITY DEVELOPMENT COMMISSION
OF THE CITY OF NATIONAL CITY
AND
BLIK
THIS AGREEMENT is entered into this 31 day of July, 2008, by and between
the COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF NATIONAL CITY, a
community development commission (the "CDC"), and BLIK, (CONSULTANT").
RECITALS
WHEREAS, the CDC desires to employ a CONSULTANT to provide
informational trailer, "FOCUS" community newsletter, "Case Statement', citywide pole banner
design, National City Week Invitation template and advertising design for local publications.
WHEREAS, the CDC has determined that the CONSULTANT is a graphic
design firm and is qualified by experience and ability to perform the services desired by the
CDC, and the CONSULTANT is willing to perform such services.
NOW, THEREFORE, THE PARTIES HERETO DO MUTUALLY AGREE AS
FOLLOWS:
1. ENGAGEMENT OF CONSULTANT. The CDC hereby agrees to engage
the CONSULTANT and the CONSULTANT hereby agrees to perform the services hereinafter
set forth in accordance with all terms and conditions contained herein.
The CONSULTANT represents that all services required hereunder will be
performed directly by the CONSULTANT or under direct supervision of the CONSULTANT.
2. SCOPE OF SERVICES. The CONSULTANT will perform services as set
forth in the attached Exhibit "A" including Informational Trailer, FOCUS Community Newsletter,
"Case Statement', Citywide Pole Banner design, National City Week Invitation template, and
Advertising design for local publications, with the understanding that those performed services,
wherever delegated, are not to exceed 250 hours.
The CONSULTANT 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 CONSULTANT shall appear at meetings cited in Exhibit "A"to keep
staff and City Council advised of the progress on the project.
The CDC may unilaterally, or upon request from the CONSULTANT, from time to time
reduce or increase the Scope of Services to be performed by the CONSULTANT under this
Agreement. Upon doing so, the CDC and the CONSULTANT 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.
Brad Raulston hereby is designated as the Project Coordinator for the CDC and
will monitor the progress and execution of this Agreement. The CONSULTANT shall assign a
single Project Director to provide supervision and have overall responsibility for the progress
and execution of this Agreement for the CONSULTANT. Tyler Blik thereby is designated as
the Project Director for the CONSULTANT.
4. COMPENSATION AND PAYMENT. The compensation for the
CONSULTANT 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 $20,000 (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 CONSULTANT 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. ACCEPTABILITY OF WORK. The CDC shall decide any and all
questions which may arise as to the quality or acceptability of the services performed and the
manner of performance, the acceptable completion of this Agreement and the amount of
compensation due. In the event the CONSULTANT and the CDC cannot agree to the quality or
acceptability of the work, the manner of performance and/or the compensation payable to the
CONSULTANT in this Agreement, the CDC or the CONSULTANT shall give to the other written
notice. Within ten (10) business days, the CONSULTANT and the CDC shall each prepare a
report which supports their position and file the same with the other party. The CDC shall, with
reasonable diligence, determine the quality or acceptability of the work, the manner of
performance and/or the compensation payable to the CONSULTANT.
6. LENGTH OF AGREEMENT. Completion dates or time durations for
specific portions of the Project are set forth in Exhibit "A".
7. DISPOSITION AND OWNERSHIP OF DOCUMENTS. The Memoranda,
Reports, Maps, Drawings, Plans, Specifications and other documents prepared by the
CONSULTANT 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
CONSULTANT hereby assigns to the CDC and
CONSULTANT 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 CDC's prior authorization regarding reproduction, which
authorization shall not be unreasonably withheld. The
CONSULTANT shall, upon request of the CDC, execute any further document(s) necessary to
further effectuate this waiver and disclaimer.
The CONSULTANT agrees that the CDC may use, reuse, alter, reproduce,
modify, assign, transfer, or in any other way, medium or method utilize the CONSULTANT's
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CDC's Standard Agreement — June 2008 revision
written work product for the CDC's purposes, and the CONSULTANT 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 CONSULTANT shall relieve the CONSULTANT 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.
8. INDEPENDENT CONTRACTOR/CONSULTANT (CHOOSE ONE1. 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
CONSULTANT nor the CONSULTANT'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
CONSULTANT and the CONSULTANT'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 CONSULTANT and its employees. Neither this
Agreement nor any interest herein may be assigned by the CONSULTANT without the prior
written consent of the CDC. Nothing herein contained is intended to prevent the
CONSULTANT from employing or hiring as many employees, or subCONSULTANTs, as the
CONSULTANT may deem necessary for the proper and efficient performance of this
Agreement. All agreements by CONSULTANT with its subCONSULTANT(s) shall require the
subCONSULTANT to adhere to the applicable terms of this Agreement.
9. CONTROL. Neither the CDC nor its officers, agents or employees shall
have any control over the conduct of the CONSULTANT or any of the CONSULTANT's
employees except as herein set forth, and the CONSULTANT expressly agrees not to
represent that the CONSULTANT or the
CONSULTANT's agents, servants, or employees are in any manner agents, servants or
employees of the CDC, it being understood that the
CONSULTANT, its agents, servants, and employees are as to the CDC wholly independent
CONSULTANTs and that the
CONSULTANT's obligations to the CDC are solely such as are prescribed by this Agreement.
10. COMPLIANCE WITH APPLICABLE LAW. The
CONSULTANT, in the performance of the services to be provided herein, shall comply with all
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
CONSULTANT, and each of its subCONSULTANTs, shall obtain and maintain a current City of
National City business license prior to and during performance of any work pursuant to this
Agreement.
11. LICENSES, PERMITS, ETC. The CONSULTANT represents and
covenants that it has all licenses, permits, qualifications, and approvals of whatever nature that
are legally required to practice its profession. The CONSULTANT represents and covenants
that the CONSULTANT shall, at its sole cost and expense, keep in effect at all times during the
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term of this Agreement, any license, permit, or approval which is legally required for the
CONSULTANT to practice its profession.
12. STANDARD OF CARE.
A. The CONSULTANT, 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 CONSULTANT'S trade or profession currently practicing under
similar conditions and in similar locations. The CONSULTANT shall take all special precautions
necessary to protect the CONSULTANT'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
CONSULTANT 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 CONSULTANT's professional performance or the
furnishing of materials or services relating thereto.
C. The CONSULTANT is responsible for identifying any unique
products, treatments, processes or materials whose availability is critical to the success of the
project the CONSULTANT 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 CONSULTANT has notified the CDC otherwise, the CONSULTANT 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 CONSULTANT to use due
diligence under this sub -paragraph will render the CONSULTANT 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.
13. NON-DISCRIMINATION PROVISIONS. The
CONSULTANT 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
CONSULTANT 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: 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 CONSULTANT 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.
14. CONFIDENTIAL INFORMATION. The CDC may from time to time
communicate to the CONSULTANT certain confidential information to enable the
CONSULTANT to effectively perform the services to be provided herein. The CONSULTANT
shall treat all such information as confidential and shall not disclose any part thereof without the
prior written consent of the CDC. The CONSULTANT 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 CONSULTANT, hereafter disclosed in publicly available sources of
information; (iii) is already in the possession of the CONSULTANT without any obligation of
confidentiality; or (iv) has been or is hereafter rightfully disclosed to the CONSULTANT by a
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The CONSULTANT 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
CONSULTANT 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.
CONSULTANT shall be liable to CDC for any damages caused by breach of this
condition, pursuant to the provisions of Section 14.
15. INDEMNIFICATION AND HOLD HARMLESS. The
CONSULTANT 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, Toss, 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 CONSULTANTS negligent performance of this Agreement.
16. WORKERS' COMPENSATION. The CONSULTANT 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 attomey's fees 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 CONSULTANT under this Agreement.
17. INSURANCE. The CONSULTANT, at its sole cost and expense, shall
purchase and maintain, and shall require its subCONSULTANTs, when applicable, to purchase
and maintain throughout the term of this agreement, the following insurance policies:
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 owned, non -
owned, and hired vehicles,
C. Commercial general liability insurance, with minimum limits of $1,000,000
per occurrence/$2,000,000 aggregate, covering all bodily injury and property damage arising
out of its operations under this Agreement.
D. Workers' compensation insurance in an amount sufficient to meet
statutory requirements covering all of CONSULTANT'S employees and employers' liability
insurance with limits of at least $1,000,000 per accident. In addition, the policy shalt be
endorsed with a waiver of subrogation in favor of the CDC. Said endorsement shall be provided
prior to commencement of work under this Agreement.
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.
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CDC's Standard Agreement — June 2008 revisron
F. Said policies, except for the professional liability and workers'
compensation policies, shall name the CDC and its officers, agents and employees as
additional insureds, and separate additional insured endorsements shall be provided.
G. If required insurance coverage is provided on a 'claims made" rather than
'occurrence" form, the CONSULTANT shall maintain such insurance coverage for three years
after expiration of the term (and any extensions) of this Agreement. In addition, the "retro" date
must be on or before the date of this Agreement.
{. 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 National City Risk Manager. In the event coverage is provided by non -admitted
"surplus lines" carriers, they must be included on the most recent California List of Eligible
Surplus Lines Insurers (LESLI list) and otherwise meet rating requirements.
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 National City Risk Manager. If the CONSULTANT 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.
K. All deductibles and self -insured retentions in excess of $10,000 must be
disclosed to and approved by the CDC.
18. 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 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 attomeys' 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.
19. 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 attomeys' fees, except that the arbitrator may assess such expenses or any part
thereof against a specified party as part of the arbitration award.
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8'2E. OF, 1 51 Pt?
Deleted: H. Any aggregate insurance limits
must apply solely to this Agreement.
ro-)
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.
20. 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 CONSULTANT. During said 60-day period the CONSULTANT 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
CONSULTANT 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 CONSULTANT 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 CONSULTANT,
whether paper or electronic, shall immediately become the property of and be delivered to the
CDC, and the
CONSULTANT 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 less any damages
caused the CDC by the CONSULTANT's breach, if any. Thereafter, ownership of said written
material shall vest in the CDC all rights set forth in Section 6.
E. The CDC further reserves the right to immediately terminate this
Agreement upon: (1) the filing of a petition in bankruptcy affecting the
CONSULTANT; (2) a reorganization of the CONSULTANT for the benefit of creditors; or (3) a
business reorganization, change in business name or change in business status of the
CONSULTANT.
21. 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 CDC:
To CONSULTANT:
Brad Raulston
Executive Director
Community Development Commission
of the City of National City
1243 National City Boulevard
National City, CA 91950-4301
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CDC's Standard Agreement - June 2008 revision
Tyler Blik
Principal
Blik
655 G Street, Suite E
San Diego CA 92101
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.
22. CONFLICT OF INTEREST AND POLITICAL REFORM ACT
OBLIGATIONS. During the term of this Agreement, the CONSULTANT shall not perform
services of any kind for any person or entity whose interests conflict in any way with those of
the CDC. The CONSULTANT also agrees not to specify any product, treatment, process or
material for the project in which the CONSULTANT has a material financial interest, either
direct or indirect, without first notifying the CDC of that fact. The
CONSULTANT shall at all times comply with the terms of the Political Reform Act and the
National City Conflict of Interest Code. The CONSULTANT 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
CONSULTANT has a financial interest as defined in Government Code Section 87103. The
CONSULTANT 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.
❑ If checked, the CONSULTANT shall comply with all of the reporting
requirements of the Political Reform Act and the National City Conflict of Interest Code.
Specifically, the CONSULTANT 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 CONSULTANT shall obtain
from the City Clerk.
The CONSULTANT 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
CONSULTANT.
23. 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.
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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.
H. Applicable Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of California.
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.
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 BLIK
COMMISSION
OF THE CITY OF NATIONAL CITY
(Corporation - signatures of two corporate officers)
(Partnership- one signature)
(Sole proprietorship - one signature)
By:
Br-�:�;��• , Executive Director (Name)
Tyler Blik Vikf btl
(Print)
Principal
(Title)
APPROVED AS TO FORM:
George H. Eiser, III
Legal Counsel
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CDC's Standard Agreement - June 2008 revision
EXHIBIT "A"
A PROPOSAL FOR:
National City Communications Plan - Implementing Your (Brand) Messaging &
Marketing
Presented to:
Brad Raulston
Executive Director for Community Development
City of National City Economic Development
1243 National City Boulevard
National City, CA 91950
July 22, 2008
PROPOSAL — NC Maiksing Implementation
July 22. 2008
Page 2 of 5
OVERVIEW OF WORK TO BE PERFORMED
Based on the current National City objectives of communicating business development progress
and the quality -of -life impact on city residents, certain preliminary strategies have been identified
and formulated through preliminary meetings between Blik, The Charles Reilly Company and
Executive Director of Community Development for the city of National City. Together we have
identified various marketing tools in which to communicate the sustainable practices of city agencies
and its effects in creating a more vibrant and fiscally sound community.
It will be the objective of Blik to work with both Charles Reilly, event planner Shannon Brown, and
city representation in designing and producing key messaging and communication tools identified in
our earlier discussions. Those tools currently identified include:
• Informational Trailer
• 'FOCUS' Community Newsletter
• "Case Statement"
• Citywide Pole -Banner System
• National City Week Invitation Template (scope unknown)
• Advertising in local publications (scope unknown)
Blik will work together with both Charles Reilly and National City in identifying brand messaging and
marketing priorities, and how to best allocate budget dollars.
As previously discussed, the city of National City is awarding a fees for service contract to Blik of
not to exceed $20,000. These fees will be invoiced as a monthly retainer at $5,000. per month, for
a period of 4 months. This arrangement may require a stronger commitment of hours by Blik in the
beginning, but will be invoiced on a month to month basis, as previously stated.
As discussed and agreed with Brad Raulston, Blik is basing their commitment of services on a not
to exceed effort of 250 person -hours over the course of the 4-month retainer agreement. These
hours are billed out at a flat, discounted rate of $80./hr.
Blik will make every effort possible to complete the identified work under the defined amount of this
contract, but it is possible the limits of this contract and the proposed hours/fees associated with
them may not be able to cover all desired communication tools. Blik, Charles Reilly and the City will
define priorities and map out strategies that determine the most cost effective angle of pursuit and
eventual production requirements of identified materials.
National City, marketing consultant and design firm should work to minimize revisions of identified
projects, as they can have a substantial impact on the contractual allocations and overall budget.
Blik will provide a monthly update to Brad Raulston, of where service hours and fees have been
allocated and its relationship to the proposed 250 person -hours. City personnel may request a
printed update of services/fees rendered at anytime from Blik, during the course of our agreement.
The contractual arrangement between Blik and the city of National City does not include any outside
expenses incurred in the development and production of identified items, as typical to these type of
projects. Blik will notify and have approved by National City, any purchases or expenses that
exceed an amount $300.
This document is to be considered a binding addendum to the formal contract put forth by the city
of National City.
PROPOSAL- NC Mrtmianp Implementation
July 22, 2006
Page 3 of 5
TERMS
When signed into agreement, Blik will keep all information confidential, working on behalf of the city
of National City. In utilizing any outside vendors Blik will acquire competitive bids, ensuring the best
quality, at the most economical prices. Blik will make every effort to use vendors in National City.
All design costs will remain consistent unless the scope of this proposal changes or the client
requires additional services above the stated 250 man hours. Blik will notify the client of any
additional work or steps through a written Change Order. When entering into agreement National
City should carefully read Blik's Policies & Procedures statement. This statement is considered part
of this contractual agreement and is the benefit of both parties.
All fees, when there are deliverables involved, will be subject to sales tax on only 25% of the those
actual service fees, as outlined by the State Board of Equalization for creative agency work. Any
printing or other vendor buyouts will be subject to the standard sales tax as prescribed in the
county of San Diego.
Compensation for the execution of the scope of work outlined in this proposal is $20,0000.
Blik will initiate the project with a signed copy of this agreement and a first months retainer fee of
$5,000. Blik will then invoice on a monthly basis, as services have been completed. All
additional payments are to be made net 30 days to the date on the invoice. If the proposal and
terms are acceptable to you please sign below.
Review and acceptance
Brad Raulston,
Executive Director of Community Development
City of National City Economic Development
Date
Tyler Blik, Principal Date
Blik
PROPOSAL - NC Maatetlnq Implsnentafion
July 22. 2006
Page 4 of 5
Statement of Policies and Procedures
Confidentiality
Blik understands the need for and maintains strict confidence on all matters involved in its
relationship with the client. This includes all communications from the client to Blik, as well as those
originating from Blik.
Project Initiation
Blik will not initiate work on any project without prior client agreement to the overall objectives of the
project, the design objective agreement and criteria, and an approved budget. Timetables
committed to by Blik begin only upon approval of the above and are subject to change should the
client, its agency, or other critical suppliers fail to meet agreed upon schedules for the supply of
requisite information and materials.
Design and Marketing Services
Design services for projects will include the following where applicable: project orientation and
research; concept, planning and presentation meetings; development of design concepts and
layouts; preparation of visual comprehensives for management review and approval. Any requests
outside of the proposal will be billed as an additional cost to the Client.
Buyouts
Significant buyouts, or outside purchases (above $300.) made by Blik on behalf of its clients, are
subject to prior client approval. Typically buyouts are wholesaled to us because of our on -going
relationships with our vendors. All authorized buyouts are billed at cost plus 20% to cover the
financial handling and administrative overhead of such tasks.
Design Protection
Creative work developed by Blik including designs and trademarks, is not intended to infringe on
the rights of third parties. Nonetheless, due to the complexity of such rights, Blik will not guarantee
that its clients will be protected from claims of others. As is customary in our profession, Blik does
not obtain clearance or registration of such rights on behalf of its clients, but recommends that legal
counsel be employed to determine the clearance and rights to all creative work.
Idea Rights
Once approved and/or used by the client, the final creative work becomes the exclusive property of
that client. If, for any reason, the client does not accept a design or subsequent ideas provided,
the rights and design revert back to Blik. Any other work developed in the course of that project
remains the property of Blik, as is customary in our profession.
Exclusivity
Agreements to provide exclusive services to any one industry or product category is not a normal
practice in the design profession, and is made by special arrangement only.
Initial and date
PROPOSAL - NC Marksbq kip emaNaYon
July 22. 2003
Page 5 of 5
Statement of Policies and Procedures
Samples
Blik requires samples of all the printed materials provided for a client, as is customary in our
profession. Blik shall receive 25 samples directly from the selected printer and will be considered as
part of printing costs incurred by the client. This is usually a negligible amount.
Electronic Files
If the Client has requirements for how a project is to be prepared electronically, the Client must
communicate all requests in specific to the Designer before the project begins. Electronic files and
software documents related to the Client's project are the property of the Designer and must not be
copied, altered or modified without written permission of the Designer.
Legal Agreements
Only officers of Blik have the authority to enter into binding agreements on behalf of the company.
Schedules/Overtime/Rush Work
The Designer reserves the right to adjust the schedule and/or charge additionally in the event that
the client fails to meet the agreed -to timelines for delivery of information, materials, approval of
information. Failure to meet these timelines will result of rescheduling of all future tasks.
A surcharge of time and a half will also be added for any services that are requested by the Client
on a rush basis, requiring work to be performed outside of normal working hours (8:30 am to 6:00
p.m. Monday through Friday) and not included as part of the initial agreement.
Project Billings
Once final specifications for a project have been established, Blik will prepare an estimate of all cost
involved in the execution of the project. All significant (above $200.) subcontracted expenses for
products and services required to complete a project will be purchased from qualified suppliers and
only after Blik has received client approval.
Throughout a project, the client will receive progress billings that include any fee and/or production
expenses to date. The client will also be billed for any required products or services purchased by
Blik and used in the preparation and completion of project phases. These may include copy
writing, film processing, typography, color prints, photostats, messenger service, etc.
A 1 1/2% per month finance charge is applied on any balances unpaid after 30 days.
Initial and date
ACORD. CERTIFICATE OF LIABILITY
INSURANCE
DATE (MMIDD/YY)8/18/2008
• PRODUCER
AZTEC INSURANCE E FINANCIAL CENTER, INC.
7560 UNIVERSITY AVE. SUITE A
LA MESA, 91941
L.619 698 1000 LIC*0402007
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
INSURED TYLER BLIK
DBA: TYLER BLIK DESIGN
655 "G" STREET, STE. E
SAN DIEGO, CA 92101
I
INSURER A: AMCO INSURANCE COMPANY
INSURER B: ZNAT INSURANCE COMPANY
INSURER C'
INSURERD:
INSURER E
COVERAGES
THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING
ANY REQUIREMENT, TERM 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 SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
IION
LA
TYPE OF INSURANCE
POLICY NUMBER
p g Nan
DATE_�MM YT
UMITS
A
GENERAL
LIABILITY
COMMERCIAL GENERAL LIABILITY
ACP BPO 7890056330
01/12/08
01/12/09
EACH OCCURRENCE
$1, 000 000 .
X
FIRE DAMAGE (Any one fire)
,
$ 300,000.
$ 5 000 -
CLAIMS MADE I X I OCCUR
MED EXP (My one person)
PERSONAL & ADV INJURY
,
$ EXCLUDED
$2,000,000.
$2 , 000,000
GENERAL AGGREGATE
GEN'L AGGREGATE LIMIT APPLIES PER'
PRODUCTS - COMP/OP AGG
�
3 I POLICY n JEa I-1 LOC
A
AUTOMOBILE
LIABILITY
ANY AUTO
ALL OWNED AUTOS
SCHEDULED AUTOS
HIRED AUTOS
NON -OWNED AUTOS
ACP BPO 7890056330
01/12/08
01/12/09
COMBINED SINGLE LIMIT
(Ea accident)
$
1,000,000.
,QQQ,QQQ
$
BODILY INJURY
(Per person)
X
BODILY INJURY
(PerBCidsrt)
$
X
PROPERTY DAMAGE
(Per accident)
$
GARAGE
LIABILITY
ANY AUTO
AUTO ONLY - EA ACCIDENT
$
OTHER THAN EA ACC
$
AUTO ONLY: AGG
$
EXCESS LIABILITY
EACH OCCURRENCE
$
OCCUR CLAIMS MADE
AGGREGATE
$
DEDUCTIBLE
RETENTION $
$
$
$
B
WORKERS COMPENSATION AND
EMPLOYERS' LIABILITY
CO42925611
11/01/07
11/01/08
TH-
R TORY LgAITS ER WC STATU- ER
E.LEACHACCIDENT
$1,000,000_
$1 0 O 0 O O 0 _
E.L. DISEASE - EA EMPLOYEE
E.L. DISEASE - POLICYLIAIT
, ,
$1, 000 000
OTHER
_
DESCRIPTION OF OPERATIONS/LOCATIONSNENICLES/EXCLUSIONS ADDED BY ENDORSEMENT/SPECIAL PROVISIONS
THOSE USUAL TO THE INSURED'S OPERATIONS. ADDITIONAL
NATIONAL CITY, ITS ELECTED OFFICIALS, OFFICERS, AGENTS
WAIVER OF SUBROGATION IN FAVOR OF THE CITY FOR WORKERS
* 1 n nAYR FY]R ATny- PAYMF'_1,1T Ow PAEMTT]M
INSURED: THE CITY
OF
AND EMPLOYEES.
COMPANSATION APPLIES.
CERTIFICATE HOLDER
X
ADDITIONAL INSURED; INSURER LETTERLA_
THE CITY OF NATIONAL CITY
CITY ATTORNEY OFFICE
ATTN: GINNY ORCUTT
1243 NATIONAL CITY BLVD.
NATIONAL CITY, CA 91950-4301
MANI • Ei1 9-11B-C427
ACORD 25-S (7/97)
CANCELLATION
SHOULD ANY OF THE ABOVE DESCRIBED POJCIES BE CANCELLED BEFORE THE EXPIRATION
DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAILgn * DAYS WRITTEN
NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO 00 SO SHALL
IMPOSE NO OBUGATK)N OR LUIBMJTY OF ANY KIND UPON THE INSURER ITS AGENTS OR
REPRESENTATIVES. •
TAT1�
`1
O AG/ RD CORPORATION 1968
Insured's Name: TYLER BLIK DESIGN POLICY# ACP 7980056330
COMMERCIAL GENERAL LIABILITY
THIS ENDORSEMENT CHANGES THE POLICY, PLEASE READ IT CAREFULLY.
ADDITIONAL INSURED — OWNERS, LESSEES OR
CONTRACTORS (FORM B)
This endorsement modifies insurance provided under the following:
COMMERCIAL GENERAL LIABILITY COVERAGE PART
SCHEDULE
Name of Person or Organization:
THE CITY OF NATIONAL CITY, IT'S ELECTED
OFFICIALS, OFFICERS, AGENTS AND EMPLOYEES
CITY ATTORNEY OFFICE
1243 NATIONAL CITY BLVD.
NATIONAL CITY, CA 91950-4301
(If no entry appears above, the information required to complete this endorsement will be
shown in the Declarations as applicable to this endorsement.)
WHO IS AN INSURED (Section II) is amended to include as an insured the person or
organization shown in the Schedule but only with respect to liability arising out of your
work' for that insured by or for you.
CG20101185
WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY COPY ONLY
WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS
ENDORSEMENT - CALIFORNIA
We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not
enforce our right against the person or organization named in the Schedule. (This agreement applies only to the
extent that you perform work under a written contract that requires you to obtain this agreement from us.)
You must maintain payroll records accurately segregating the remuneration of your employees while engaged
in the work described in the Schedule.
The additional premium for this endorsement shall be 5% of the California workers compensation premium
otherwise due on such remuneration.
Minimum Premium: $50
Schedule
Person or Organization -Job Description
THE CITY OF NATIONAL CITY
CITY ATTORNEY OFFICE
ATTN: GINNY ORCUTT
1243 NATIONAL CITY BLVD
NATIONAL CITY, CA 91950-4301
ALL CALIFORNIA OPERATIONS
This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated.
Endorsement Effective 11/01/07
Insured TYLER BLIK DESIGN
Policy No. CI00 C042925611
Policy Period 11/01/07 To 11/01/08
Issued On 08/20/08
WC-04-03-06
(Ed. 04-84)
At Los Angeles 003, CA
ZNAT INSURANCE COMPANY
PRESIDENT
Endorsement No. 17
City of National City
Office of the City Clerk
1243 National City Boulevard, National City, CA 91950-4397
Michael R. Dalla, CMC - City Clerk
(619) 336-4228 Fax: (619) 336-4229
August 28, 2008
Mr. Tyler Blik
Principal
Blik
655 G Street, Suite E
San Diego, CA 92101
Dear Mr. Blik,
On July 31st, 2008, an Agreement was entered between the Community
Development Commission of the City of National City and Blik.
We are enclosing for your records a fully executed copy of the agreement.
Sincerely,
fI
Michael R. Dalla, CMC
City Clerk
Enclosure
cc: Community Development Commission
19 Recycled Paper