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HomeMy WebLinkAbout2008 CON CDC Motivational Systems, Inc. - Addendum Signage MLK, Police Dept.AGREEMENT BY AND BETWEEN THE COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF NATIONAL CITY AND MOTIVATIONAL SYSTEMS, INC. THIS AGREEMENT is entered into this 20th day of November, 2008, by and between the COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF NATIONAL CITY, a community development commission (the "CDC"), and MOTIVATIONAL SYSTEMS, INC, (CONTRACTOR"). RECITALS WHEREAS, the CDC desires to employ a CONTRACTOR to design new wayfinding and identification signage for the civic center campus; WHEREAS, the CDC has determined that the CONTRACTOR is a sign designer 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". It is recognized that signage for the Police and Fire Departments will only be installed upon additional final direction from the Executive Director and that the charges for these signs will only be invoiced to the CDC upon completion of said project. 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 City Council advised of the progress on the project. 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. Patricia Beard 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 CONTRACTOR. Bruce Heinzel 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 $25,000. 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. 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 CONTRACTOR and the CDC cannot agree to the quality or acceptability of the work, the manner of performance and/or the compensation payable to the CONTRACTOR in this Agreement, the CDC or the CONTRACTOR shall give to the other written notice. Within ten (10) business days, the CONTRACTOR 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 CONTRACTOR. 6. LENGTH OF AGREEMENT. The project defined in Exhibit "A" is to be completed no later that December 31, 2009 at 6:00 p.m. 7. DISPOSITION AND OWNERSHIP OF DOCUMENTS. The Memoranda, Reports, Maps, Drawings, Plans, Specifications, Models, Architectural Renderings, Studies and other documents prepared by the CONTRACTOR for this Project, both paper and 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 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 2 CDC's Standard Agreement — June 2008 revision 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. 8. 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. 9. 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 CONTRACTOR's obligations to the CDC are solely such as are prescribed by this Agreement. 10. COMPLIANCE WITH APPLICABLE LAW. The CONTRACTOR, 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 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. 11. 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. 12. STANDARD OF CARE. 3 CDC's Standard Agreement —June 2008 revision 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. 13. 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: 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. 14. 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 4 CDC's Standard Agreement — June 2008 revision 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/CONSULTANT [CHOOSE ONE] 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 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. 16. 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 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. 17. INSURANCE. The CONTRACTOR, at its sole cost and expense, shall purchase and maintain, and shall require its subCONTRACTOR's, 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 ("any auto"). 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 CONTRACTOR'S employees and employers' liability insurance with limits of at least $1,000,000 per accident. In addition, the policy shall 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. 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. 5 City's Standard Agreement — June 2008 revision 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 Agreement. In addition, the "retro" date must be on or before the date of this Agreement. H. Any aggregate insurance limits must apply solely to this Agreement. 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 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 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. 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 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. 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 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 6 CDC's Standard Agreement — June 2008 revision 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 less 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. 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. 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 CONTRACTOR: Brad Raulston Executive Director Community Development Commission of the City of National City 1243 National City Boulevard National City, CA 91950-4301 Bruce Heinsel Motivational Systems, Inc. 2200 Cleveland Avenue National City CA 91950 7 CDC's Standard Agreement — June 2008 revision 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 CONTRACTOR shall not perform services of any kind for any person or entity whose interests conflict in any way with those of the CDC. 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 ONTRACTOR 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. ❑ 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. 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. 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. 8 CDC's Standard Agreement — June 2008 revision OF THE CITY OF NATIONAL CITY B Brad xecutive Director APPROVED AS TO FORM: George H. Eiser, III Legal Counsel 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. I. 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 COMMISSION MOTIVATIONAL SYSTEMS, INC. (Corporation — signatures of two corporate officers) (Partnership — one signat re) (Sole proprietorship —; e signature 9 By: By: ME) (Title) V P 5)ct fah (Name) x v 17, (Title) CDC's Standard Agreement — June 2008 revision � Motivational LI 21 Systems Inc 2200 Cleveland Ave. National City, CA, 91950 Phone (619) 474-8246 Fax (619) 474-3638 Account # 1COM124 Master Order # 00095199 Client Name COMMUNITY DEV. COMMISSION OF Address NATIONAL CITY 1243 NATIONAL CITY BLVD NATIONAL CTI'Y, CA 91950 Contract # 00044158 EXHIBIT "A" Conditional Sales Contract #00044158 Date 11/07/2008 Project Name CITY OF NATIONAL CITY Location 1243 NATIONAL CITY BLVD NATIONAL CITY, CA 91950 Salesperson BRUCE IIEINZEL Page 1 of 5 This agreement is made between Motivational Systems, Inc. hereinafter referred to as "MSI" and COMMUNITY DEV. COMMISSION OF hereinafter referred to as "Client". Client Agrees to Purchase the Following: 1. MLK, JR. COMMUNITY CENTER MLK, JR COMMUNITY CENTER SIGNAGE LINES 2 THRU 9. 2. 1 SIGN TYPE 1 ISA DECAL 3" X 3" HANDICAP ISA SIGN MOUNTED ONTO ACRYLIC. WALL MOUNT SIGN . 3. 21 SIGN TYPE 2 TACTILE EXIT 1/4" ACRYLIC PAINTED 1 COLOR MAI I.E FINISH. TOP SURFACE SCREEN PRINTED LOGO MARK. RAISED COPY AND BRAILLE. PROTECTIVE VINYL ON BACK. WALL MOUNTED, 2 SIDED TAPE AND SILICONE, SIZE: 5" X 8" 4. 2 SIGN TYPE 3 EMERGENCY EVACUATION PLAQUES 1/4" CLEAR NON -GLARE ACRYLIC CUT TO SIZE. SUB SURFACE SCREEN PRINTED 1 COLOR GRAPHICS. BACKSPRAY 1 COLOR WITH PROTECT VINYL, WALL MOUNTED WITH FOAM TAPE AND SILICONE. SIZE: 20" X 15" 5. 9 SIGN TYPE 4 SMALL ROOM IDS 1/8" THICK PLEX PLATE CNC CUT TO SIZE WITH REVERSE CUT LOGO MARK. PAINTED 1-COLOR, VINYL CUT OUT COPY AND ARROW ON FACE, MOUNTS WITH FOAM TAPE AND SILICONE. SIZE: 8" X 18" 6. 2 SIGN TYPE 5 ADA RESTROOMS SIGNS 1/4" ACRYLIC PAINTED 1 COLOR MAIE FINISH. TOP SURFACE PRINTED LOGO MARK. RAISED COPY AND BRAILLE. PROTECTIV ON BACK. MOUNTS TO WALL 2 SIDED TAPE AND SILICONE. SIZE: 6" 7. 2 SIGN TYPE 6 UNISEX RESTROOMS SIGNS TITLE 24-SINGS-1/4 ACRYLIC CUT OUT TO SHAPE & PAINTED 1-COLOR MATTE FINISH. RAISED ISA SYMBOL. UNISEX SIGN HAS CIRCLE AND SECOND COLOR TRIANGLE. MOUNTS TO DOOR WITH 2 SIDED TAPE AND SILICONE. SIZE: 12" X 12" 8. 3 SIGN TYPE 7 $ 0.00 $ 20.00 $ 1,367.10 $ 561.72 $ 1.702.98 $ 119.16 $ 567.66 (It. $ 0.00 $ 0.00 $ 0.00 $ 0.00 $ 0.00 $ 0.00 $ 0.00 $ 0.00 By Initials Date Motivational L/� Systems Inc 2200 Cleveland Ave. National City, CA, 91950 Phone (619) 474-8246 Fax (619) 474-3638 Account # 1COM124 Master Order # 00095199 Client Name COMMUNITY DEV. COMMISSION OF Address NATIONAL CITY 1243 NATIONAL CITY BLVD NATIONAL CITY, CA 91950 Contract # 00044158 Conditional Sales Contract #00044158 Date Project Name Location 11/07/2008 CITY OF NATIONAL CITY 1243 NATIONAL CITY BLVD NATIONAL CITY, CA 91950 Salesperson BRUCE HEINZEL Page 2 of 5 This agreement is made between Motivational Systems, Inc. hereinafter referred to as "MSI" and COMMUNITY DEV. COMMISSION OF hereinafter referred to as "Client". MAXIMUM OCCUPANCY 1/8" THICK PLEX PLATE CNC CUT TO SI7F PAINTED 1-COLOR, VINYL CUT OUT COPY, MOUNTS WITH FOAM TAPE AND SILICONE. SIZE: 8" X 18" 9. 2 EXTERIOR DIRECTORY MAPS TWO (2) 36" HIGH X 48" EXTERIOR PHOTO VINYL PRINTS MOUNTED TO AN 1/8" ALUMINUM BACKER WITH GRAFFITI a°. PROTECTION APPLIQUE, WALL MOUNTED AT FRONT ANDENTRIES OF MLK BLDG. 10. POLICE ADMIN BUILDING SIGNAGE POLICE ADMINISTRATION BUILDING SIGNAGE LINE ITEMS 10 THRU 22. 11. 1 SIGN TYPE 17 WHITE VCO CUT OUT COPY APPLIED TO THE EXTERIOR ENTRY DOOR GLASS PER DESIGN. 12. 1 SIGN TYPE 18 REPAINTING THE TWO EXISTING SINGLE FACED SIGN STRUCTURES (GREEN W/ GOLD FIINIALS) LOCATED ON NATIONAL AVE. COST TO INCLUDE THE ADDITION OF THE LIBRARY DIRECTIONAL COPY.. 13. 1 SIGN TYPE 5- FLOOR LEVEL MAP ONE ADDITIONAL FLOOR LEVEL SIGN TO REPLACE THE WOOD DIRECTIONAL SIGN AT THE TOP OF STAIRWAY- 2ND FLOOR. 14. 3 SIGN TYPE 14 RESTROOM SIGNS ONE (1) ADDITIONAL UNISEX SIGN, TO GO ON THE OTHER DOOR IN BASEMENT, ONE WOMENS AND ONE MENS (WITHOUT HANDICAPPED PICTOGRAM NON WHEELCHAIR ACCESSIBLY) TO BE INSTALLED ON THE SECOND FLOOR BY THE PRIVATE OFFICES. 15. 1 EXT. DIR. MAP - LIBRARY PRODUCTION OF ONE WALL MOUNT 36"X48" DIRECTORY MAP EXTERIOR PHOTO VINYL PRINT WITH GRAFITTI PROTECTION MOUNTED TO A 1/8" ALLUMINUM BACKER AND WALL MOUNTED AT THE ENTRY TO THE LIBRARY. PRICE INCLUDES USING EXISTING CAMPUS ART ON FILE WITH SIMPLE "YOUARE HERE AND ORIENTATION MODIFICATION. 16. 1 POLICE -SUSPEND COMMUN RM SIGN ONE 6X30"X1/8" BRONZE PAINTED SIGN W/ ROUTED ACYRLIC NATIONAL CITY LOGO GRAPHIC AND SUSPENDED AT ENTRY IN FRONT OF DOOR TO THE ROOM. 17. 3 EXT. DIR. MAP - POLICE STTN THREE (3) EXTERIOR S/F DIRECTORY MAPS FOR THE POLICE STATION., ONE AT 24X24X1/8" ALUM WALL MOUNT (ON PYLON UNDER THE FOYOR $ 2,853.24 $ 0.00 $ 128.62 $ 252.75 $ 493.39 $ 149.00 $ 1,427.00 $ 264.90 iPok (A) ? $ 0.00 $ 0.00 $ 0.00 $ 0.00 $ 0.00 $ 0.00 $ 0.00 $ 0.00 $ 0.00 By Initials Date FMMotivational AI Systems Inc 2200 Cleveland Ave. National City, CA, 91950 Phone (619) 474-8246 Fax (619) 474-3638 Account # 1COM124 Master Order # 00095199 Client Name COMMUNITY DEV. COMMISSION OF Address NATIONAL CITY 1243 NATIONAL CITY BLVD NATIONAL CITY, CA 91950 Contract # 00044158 Conditional Sales Contract #00044158 Date Project Name Location 11/07/2008 CITY OF NATIONAL CITY 1243 NATIONAL CITY BLVD NATIONAL CITY, CA 91950 Salesperson BRUCE HEINZEL Page 3 of 5 This agreement is made between Motivational Systems, Inc. hereinafter referred to as "MSI" and COMMUNITY DEV. COMMISSION OF hereinafter referred to as "Client". AT THE ENTRY), ONE 36"X48"X1/8" ALUM EXTERIOR (WALL MOUNT AT STEPS ON CIVIC CTR DR.), AND ONE 36"X48"X1/8" ALUM EXTERIOR POST MOUNTED STRUCTURE (AT HANDICAPPED PATHWAY ON NATIONAL AVE). ALL TO HAVE GRAFITTI PROTECTION. INCLUDES USING APPROVED CAMPUS ART ON FILE WITH SIMPLE YOU ARE HEAR MODIFCATION AND REORIENTATION MODIFICATION. 18. 4 POLICE DEPT- COUNTER SIGNS FOUR 4 SEPARATE SUSPENDED COUNTER SIGNS: CONSISITING OF 8"X 36"x1/8" S/FPAINTED BRONZE SIGNS WITH ROUTED NATIONAL CITY LOGO GRAPHIC, COLORED BADGE APPLIQUES FOR RESPECTIVE DEPTS ON PERTAINING SIGNS, (FIRE DEPT & POLICE). INCLUDED SIGNS READ AS: (BADGE) POLICE INFORMATION, (BADGE OR PATCH) FIRE DEPARTMENT INFORMATION, TRAFFIC DEPARTMENT, TRAFFIC HEARING INFORMATION. 19. 1 AFTER HOURS -EMERG PHONE $ 175.00 ONE 18X18 X1/8" THICK ALUMINUM WITH PHOTO VINYL AND VCO HOURS " AFTER HOURS - EMERGENCY PHONE" WALL MOUNTED SIGN. 20. 1 INTERNALLY ILLUM CHAN LETTERS $ 1,843.20 $ 2,791.80 ONE SET OF "POLICE DEPARTMENT" INTERNALLY ILLUMINATED WHTIE FACE LIT HELVETICA BOLD CHANNEL LEI-1"ERS TO BE INSTALLED ON THE CROSS BEAM FACING CIVIC CENTER DRIVE AND TO MATCH THOSE FACING FACING NATIONAL AVE. 21. 4 POLICE BLDG - ENTRY DR & WIND $ 457.00 DOOR AND WINDOW VINYL CUTOUT GRAPHICS ON THE ENTRY DOORS/ WINDOWS TO POLICE ADDMINISTRATION BUILDING CONSISTING OF ONE SIDE POLICE BADGE/ PRINT ON DOOR TO THE LEFT & HOURS VCO / WINDOW ON THE LEFT. THEN OF FIRE DEPARTMENT BADGE OR PATCH ON DOOR TORIGHT & THEN HOIURS OF OPERATION ON SINGLE LITE WINDOW NEXT TO DOOR. 22. 1 EXT. DIR. MAP -ART & CULT CTR $ 1,427.00 ONE WALL MOUNT 36"X48" DIRECTORY MAP EXTERIOR PHOTO VINYL ,I! PRINT WITH GRAFITTI PROTECTION MOUNTED TOTHE A 1/8" 'J' 4v1 ALLUMINUM BACKER AND WALL MOUNTED AT THE ENTRY TO THE LIBRARY. £�—A, 1\64- $ 1,375.00 $ 0.00 $ 0.00 $ 0.00 $ 0.00 By Initials Date Motivational t/� Systems Inc 2200 Cleveland Ave. National City, CA, 91950 Phone (619) 474-8246 Fax (619) 474-3638 Account # 1COM124 Master Order # 00095199 Client Name COMMUNITY DEV. COMMISSION OF Address NATIONAL CITY 1243 NATIONAL CITY BLVD NATIONAL CITY, CA 91950 Contract # 00044158 Conditional Sales Contract #00044158 Date Project Name Location 11/07/2008 CITY OF NATIONAL CITY 1243 NATIONAL CITY BLVD NATIONAL CITY, CA 91950 Salesperson BRUCE HEINZEL Page 4 of 5 This agreement is made between Motivational Systems, Inc. hereinafter referred to as "MSI" and COMMUNITY DEV. COMMISSION OF hereinafter referred to as "Client". TAXABLE SUBTOTAL SALES TAX @ 8.25 % NON-TAXABLE TOTAL $ 20,355.96 $ 1,679.37 $ 2,791.80 $ 24,827.13 Invoice from MSI will read as follows: Addendum contract in conjuction with #43218 Additional signs - Addendum to contract #43218 for the National City Civic Center and Community Development. Clause(s): 1. The terms of this contract are 100% due upon invoice after contract work is completed. 2. The Client is responsible for any fines or fees that may be incurred. 3. ADDITONAL CONDITIONS CLAUSE (Part 1 of 3) The completeness and correctness of the information provided with the Conditional Sales Contract shall be verified by MSI before the earlier of (1) execution of the Contract by MSI or (2) commencement of Work. MSI shall not proceed with the Work if any error or disagreement appears to exist on the Drawings or in the Specifications, but shall immediately submit a written request for an explanation or decision to the Owner's Representative. 4. ADDITIONAL CONDITIONS CLAUSE (Part 2 of 3) Should MSI proceed without a written response by the Owners Representative they shall be so doing at their own risk and expense. In cases where conflicts arise, the following priorities shall prevail: 5. ADDITIONAL CONDITIONS CLAUSE (Part 3 of 3) 1. Structural Drawings and Owner/Architect-approved shop drawings shall have priority over all other Drawings. 2. Large scale Drawings and details shall have priority over small scale Drawings and details. 3. Detail Drawings shall have priority over other Drawings. 4. The Specifications shall govern and take precedence over all Drawings. 6. PLACEMENT OF SIGNS CONDITIONS (Part 1 of 2): Placing signs or other outdoor advertising devices may not meet current ordinances or other laws. Placing such signs or other outdoor advertising devices at this time is common business practice for the area(s) being addressed in this agreement. Client needs to be advised that municipalities or other governmental entities can change enforcement practice which could include fines. 7. PLACEMENT OF SIGNS CONDITIONS (Part 2 of 2): Client agrees to defend, indemnify and hold Motivational Systems Inc. and its employees harmless from any imposed fines, claims or demands arising out of the placement of any outdoor advertising signage on behalf of the Client. 8. Power to site supplied by client for illuminated sign. Does not include removal of existing signs. If necessary to remove signs, patch and paint, that work would be done on a separate t&M work order. By Initials Date Contract # 00044158 Page 5 of 5 STANDARD TERMS & CONDITIONS 1. MSI agrees to sell services and/or install products or materials in accordance with plans as specified on the front side hereof. 2. MSI agrees, where permits and /or bonds are required by any Governmental authorities, to assist the Client in obtaining same in Client's name and at Client's cost. 3. It is agreed that the terms of payment shall be on receipt from the date of invoice. In the event that any amount payable under this contract or any portion thereof is not paid when due then such amount then any amount payable under this contract or any portion thereof is not paid when due then such amount then unpaid hereunder shall bear interest at the rate of 18% per annum, or maximum allowed by law. If default is made in any payment due under this contract, at option of MSI, the total balance due shall immediately become due and payable, together with a reasonable charge for attomey's fees (provided attorney service is required to obtain payment). 4. Should any dispute between the parties hereto arise, it is agreed by and between Client and MSI that the laws of the State in which the contract is signed shall be applied thereto. It is further agreed that this agreement is considered to have been executed in the County, City and State in which it was signed, for purposes of venue. 5. If MSI is unable to deliver any portion of the service called in for this contract, MSI reserves the right to eliminate it from this contract or to issue credit to Client for that portion of the service not delivered. 6. Client and/or its agency agrees to defend, indemnify, and save MSI harm from any and all loss, liability, claims and demands arising out of the character, contents or subject matter of any copy displayed as a result of this contract. MSI reserves the right at any time (either before or after production) to censor, reject or withdraw any copy under this contract. 7. Delay in the execution of this contract resulting from Acts of God, or any cause beyond the control of MSI, such as strike, work stoppage, picketing, damage or concerted action by an employee or any labor organization, shall not constitute grounds for cancellation. In the event of loss of service occasioned by any such cause, Client shall be granted suitable credit in the form of extended service which shall be of a value equal to the credit due and considered full compensation. 8. This agreement is not intended as a legally phrased document, but rather expresses a meeting of minds between the parties whose signatures appear thereon. 9. It is hereby acknowledged and agreed that this agreement contains the entire agreement between the parties hereto and that no representatives of MSI has any authority to change or modify any of the provisions hereof nor to substitute or add any additional provisions. 10. Time involved drilling through unforeseen obstructions, rock, man-made fills, or natural soils delay due to no fault of MSI will be charged for at MSI's current hourly drill rig rates in addition to contract prices. 11. If through no fault of MSI work cannot be completed, MSI may terminate agreement by written notice and Client shall pay for the percentage of work completed. If applicable sales tax rate increases or decreases during the life of this contract, the sales tax rate effective at the time of billing shall be applied to the amount due. 12. The prices in this contract are effective for ninety (90) days from the Contract Date. AMOUNT (TAX INCLUDED) $ 24,827.13 DEPOSIT (Due prior to job starting) $ 6,790.47 PROGRESS PAYMENT $ 6,790.47 BALANCE $ 11,246.19 Client has read and understood the terms and conditions as set forth herein, and agrees to be bound thereby upon the acceptance of this Agreement to be effective upon receipt of signature from authorized representative. MOTIVATIONAL SYSTEMS INC. COMMUNITY DEV. COMMISSION OF By By NAME: Bruce Heinzel NAME: TITLE: SAE TITLE: Date: 11/06/08rev. 6 Date: CA Contractor's Lic. #482116(C61/D4.C45); NV Contractor's Lic. #0031497 (C6A,D), AZ Contractor's Lic. #090213(L-38); WA Contractor's Lic. #MOTIVSI011 K6; UT Contractor's Lic. #444860 (S440) ACORR, CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) 12/27/2007 PRODUCER (858)268-9400 FAX (858)268-9773 C. LEE WILLIAMS & ASSOC. #0503722 P. 0. BOX 23638 4 Q5 MURPHY CANYON RD. #202 DIEGO, CA 92193 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERT FICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. INSURERS AFFORDING COVERAGE NAIC # It. -..RED Motivational Systems, Inc. & Ryan Young Interid 2200 Cleveland Ave. National City, CA 91950 INSURER& Hartford Fire Insurance Company INsuRERB: American States Insurance Company INSURER C: Zenith Insurance Company INSURER D: 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. INSR LTRJN ADD'L RE TYPE OF INSURANCE POLICY NUMBER POLICY EFFECTIVE DATF lMM/DD/YYI POLICY EXPIRATION DATF IMM/DD/YY1 UMITS GENERAL UABILITY 72CES0A2771 01/01/2008 01/01/2009 EACH OCCURRENCE $ 1,000,000 X COMMERCIAL GENERAL LIABILITY DAMAGE TO RENTED PRFMLSFS (Fanccurence) $ 300 000 + CLAIMS MADE X OCCUR MED EXP (Any one person) $ 5,000 A X Broadform Prop Dmg PERSONAL & ADV INJURY $ 1,000,000 X Contractual Liab. GENERAL AGGREGATE $ 2,000,000 GENT AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMP/OP AGG $ 2,000,000 ijPOLICY n m n LOC AUTOMOBILE LIABILITY ANY AUTO 01CG11441270 01/01/2008 01/01/2009 COMBINED SINGLE LIMIT (Ea accident) $ 1,000,000 X ALL OWNED AUTOS SCHEDULED AUTOS BODILY INJURY (Per person) $ B X X HIRED AUTOS NON -OWNED AUTOS BODILY INJURY (Per accident) $ PROPERTY DAMAGE $ (Per accident) GARAGE LIABIUTY AUTO ONLY - EA ACCIDENT $ ANY AUTO NONE PROVIDED OTHER THAN EA ACC $ AUTO ONLY. AGG $ EXCESS/UMBRELLA LABILITY 72HUSL7185 01/01/2008 01/01/2009 EACH OCCURRENCE $ 2,000,000 X OCCUR CLAIMS MADE AGGREGATE $ 2,000,000 A $ DEDUCTIBLE $ X RETENTION $ 10,000 $ WORKERS COMPENSATION AND X WC STATU- TORY I NITS OTH• _ER c EMPLOYERS' LABILITY ANY PROPRIETOR/PARTNER/EXECUTIVEE.L EACH ACCIDENT $ 1,000,000 OFFICER/MEMBER EXCLUDED? Z046748308 01/01/2008 01/01/2009 E L DISEASE - EA EMPLOYEE $ 1,000,000 If yes. describe under SPECIAL PROVISIONS below E.L. DISEAL1 , 000 , 000 WIVE OTHER NONE PROVIDED r EV D DEC 3 1 2007 DESCRIPTION OF OPERATIONS 1 LOCATIONS / VEHICLES / EXCLUSIONS ADDED BY ENDORSEMENT / SPECIAL PROVISIONS RE: All Operations Commune Certificate Holder is added as Additional Insured with respects to the General Li 31.501 ert °n per the attached Waiver of Subrogation is included under the Workers Compensation coverage. °10 days notice for nonpayment of premium. CERTIFICATE HOLDER Community Development Commision of National City 1243 National City Blvd. National City, CA 91950 ACORD 25 (2001/08) CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING INSURER WILL `X1 X/ MAIL 30* DAYS WRITTEN NOTIC TO THE.CERTIFIC • TE HOLDER NAMED TO THE LEFT, XatiQuBECXXDh1( ((lf XXXIIJOCA • XXXX . ► XXXASI(II IXXXX a(XICXX<X96XXXX . oN - X_�' XX . XX : :, n, .. XXXXXXXX AUTHORIZED REPRESENTA ©ACORD CORPORATION 1988 MOTIVATIONAL SYSTEMS, INC. & RYAN YOUNG INTERtIORS, INC POLICY NUMBER: 72 CES 0A2 7 71 EFFECTIVE 1/1/2008 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED BY CONTRACT OR AGREEMENT - OPTION 111 This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s): Any entity requiring Primary Wording in a Written Contract. Designated Project(s) or Location(s) Of Covered Operations ALL OPERATIONS Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. Section II - Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule above with whom you agreed in a written contract or written agreement to provide insurance such as is afforded under this policy, but only to the extent that such person or organization is liable for "bodily injury", "property damage" or "personal and advertising injury" caused by your acts or omissions or the acts or omissions of those acting on your behalf: 1. In the performance of your ongoing operations for such additional insured at the project(s) or location(s) designated in the Schedule; 2. In connection with your premises owned by or rented to you and shown in the Schedule; or 3. In connection with "your work" for the additional insured at the project(s) or Iocation(s) designated in the Schedule and included within the "products -completed operations hazard", but only if: Form HS 24 82 06 05 a. The written contract or agreement requires you to provide such coverage to such additional insured at the project(s) or Iocation(s) designated in the Schedule; and b. This Coverage Part provides coverage for "bodily injury" or "property damage" included within the "products -completed operations hazard". B. The insurance afforded to these additional insureds applies only: 1. If the "occurrence" or offense takes place subsequent to the execution of such written contract or written agreement; and 2 While such written contract or written agreement is in force, or until the end of the "policy period," whichever is earlier. C. With respect to the insurance afforded to these additional insureds under this endorsement, the following additional exclusion applies: (c) 2005, The Hartford (Includes copyrighted material of Insurance Services Office, Inc. with its permission.) Page 1 of 3 This insurance does not apply to "bodily injury", "property damage" or. "personal and advertising injury" arising out of the rendering of or the failure to render any professional architectural, engineering or surveying services by or for you, including: 1. The preparing, approving, or failing to prepare or approve maps, shop drawings, opinions, reports, surveys, field orders, change orders, designs or specifications; and 2. Supervisory, inspection, architectural or engineering activities. D. How Limits Apply To Additional Insureds The most we will pay on behalf of the additional insured shown in the Schedule is the lesser of:. 1. The limits of insurance specified in the written contract or written agreement or 2. The Limits of Insurance shown in the Declarations. Such amount shall be a part of and not in addition to Limits of Insurance shown in the Declarations and described in this Section. E. Duties Of Additional Insureds In The Event Of Occurrence, Offense, Claim Or Suit The Duties Condition in Section IV - Conditions. is replaced by the following and applies to the additional insured shown in the Schedule: 1. Notice Of Occurrence Or Offense The additional insured must see to it that we are notified as soon as practicable of an "occurrence" or an offense which may result in a daim. To the extent possible, notice should include: a. How, when and where the "occurrence" or offense took place; b. The names and addresses of any injured persons and witnesses; and c. The nature and location of any injury or damage arising outof the "occurrence" or offense. 2. Notice Of Claim If a claim is made or "suit" is brought against the additional insured, the additional insured must: a. Immediately record the specifics of the claim or "suit" and the date received; and b. Notify us as soon as practicable. The additional insured must see to it that we receive written notice of the claim or "suit" as soon as practicable. 3. Assistance And Cooperation Of The Insured The additional insured must: a. Immediately send us copies of any demands, notices, summonses or legal papers received in connection with the daim or "suit"; b. Authorize us to obtain records and other information; c. Cooperate with us in the investigation or settlement of the claim or defense against the "suit"; and d. Assist us, upon our request, in the enforcement of any right against any person or organizationwhich may be liable to the insured because of injury or damage to which this insurance may also apply. 4. Obligations At The Additional Insureds Own Cost No additional insured will, except at that insured's own cost, voluntarily make a payment, assume any obligation, or incur any expense, other than for first aid, without our consent. 5. Additional Insureds Other Insurance If we cover a claim or "suit" under this Coverage Part that may also be covered by other insurance available to the additional insured, such additional insured must submit such claim or "suit" to the other insurer for defense and indemnity. However, this provision does not apply to the extent that you have agreed in a written contract or written agreement that this insurance is primary and non-contributory with the additional insured's own insurance. 6. Knowledge Of An Occurrence, Offense, Claim Or Suit Paragraphs 1. and 2. applies to the additional insured only when such "occurrence", offense, claim or "suit" is known to: a. The additional insured that is an individual; b. Any partner, if the additional insured is a partnership; c. Any manager, if the additional insured is a limited liability company; d. Any "executive officer" or insurance manager, if the additional insured is a corporation; • e. Any trustee, if the additional insured is a trust; or f. Any elected or appointed official, if the additional insured is a political subdivision or public entity. Page 2 of 3 Form HS 24 82 06 05 F. Other Insurance With respect to insurance provided to the additional insured shown in the Schedule, the Other Insurance Condition Section IV Conditions is replaced by the following: 1. Primary Insurance a. Primary Insurance When Required By Contract This insurance is primary if you have agreed in a written contract or written agreement that this insurance be primary. If other insurance is also primary, we will share with all that other insurance by the method described in 3. below. b. Primary And Non -Contributory To Other Insurance When Required By Contract If you have agreed in a written contract or written agreement that this insurance is primary and non-contributory with the additional insured's own insurance, this insurance is primary and we will not seek contribution from that other insurance. Paragraphs a. andb. do not apply to other insurance to which the additional insured has been added as an additional insured or to other insurance described in paragraph 2. below. 2. Excess Insurance This insurance is excess over any of the other insurance, whether primary, excess, contingent or on any other basis: a. Your Work That is Fire, Extended Coverage, Builder's Risk, Installation Risk or similar coverage for "your work"; b. Premises Rented To You That is fire, lightning or explosion insurance for premises rented to you or temporarily occupied by you with permission of the owner; c. Tenant Liability That is insurance purchased by you to cover your liability as a tenant for "property damage" to premises rented to you or temporarily occupied by you with permission of the owner; d. Aircraft, Auto Or Watercraft If the loss arises out of the maintenance or use of aircraft, "autos" or watercraft to the extent not subject to Exclusion g. of Section 1 - Coverage A - Bodily Injury And Property Damage Liability; e. Property Damage to Borrowed Equipment Or Use Of Elevators If the loss arises out of "property damage" to borrowed equipment or the use of elevators to the extent not subject to Exclusion j. of Section 1 - Coverage A - Bodily Injury And Property Damage Liability; or f. When You Are Added As An Additional Insured To Other Insurance That is any other insurance available to you covering liability for damages arising out of the premises or operations, or products and completed operations, for which you have been added as an additional insured by that insurance. When this insurance is excess, we will have no duty under Coverages A or B to defend the insured against any "suit" if any other insurer has a duty to defend the insured against that "suit". If no other insurer defends, we will undertake to do so, but we will be entitled to the insured's rights against all those other insurers. When this insurance is excess over other insurance, we will pay only our share of the amount of the loss, if any, that exceeds the sum of: a. The total amount that all such other insurance would pay for the loss in the absence of this insurance; and b. The total of all deductible and self -insured amounts under all that other insurance. We will share the remaining loss, if any, with any other insurance that is not described in this Excess Insurance provision and was not bought specifically to apply in excess of the Limits of Insurance shown in the Declarations of this Coverage Part. 3. Method Of Sharing If all of the other insurance permits contribution by equal shares, we will follow this method also. Under this approach each insurer contributes equal amounts until it has paid its applicable limit of insurance or none of the loss remains, whichever comes first. If any of the other insurance does not permit contribution by equal shares, we will contribute by limits. Under this method, each insurer's share is based on the ratio of its applicable limit of insurance to the total applicable limits of insurance of all insurers. Form HS 24 82 06 05 Page 3 of 3 C.LEE WILLIAMS & ASSOC Fax 185820897/3 WORKERS COMPENSATION AND EM'VtPLOYFRS LIABILITY INSURANCE POLICY Dec 1 2008 02:28pm P002/002 TheZenith BLANKET WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT - CALIFORNIA We have the right to recover our payments from anyoneliable for an injury covered by this policy. We will not enforce our right against theperson or organization for whom you perform work under a written contract that requires you to obtain this agreement from us. •Tbe additional premium for this endorsetneut shall be 2% of the California workers compensation premium otherwise due. Minimum Premium: $50 This endorsiuneat changes the policy to which it is attached and is effective on the date issued unless otherwise stated. Endorsement Effective 01/01/08 :Insured MOTIVATIONAL SYSTEMS, INC. Policy No. Z046748308 Policy Period 01/01/08 To 01/01/09 Issued On 01/31/08 WC-99-04-25 (Ed. 12-06) At San Diego, CA AGENT COPY Z,E in INSURANCE COMPANY 141 .PRESIDL.NT Endorsement No. 66 A• 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 December 8, 2008 Mr. Bruce Heinzel Motivational Sytems, Inc. 2200 Cleveland Avenue National City, CA 91950 Dear Mr. Heinzel, On November 20th, 2008 an Agreement was entered between the Community Development Commission of the City of National City and Motivational Systems, Inc. We are enclosing for your records a fully executed original agreement. Sincerely, 4 1/4Michael R. Dall City Clerk Enclosure cc: Community Development Commission ® Recycled Paper