HomeMy WebLinkAbout2016 CON Tyler Blik Designs - Marketing ServicesAGREEMENT
BY AND BETWEEN
THE CITY OF NATIONAL CITY
AND
TYLER BLIK DESIGNS, INC., DBA BLIK
THIS AGREEMENT is entered into this 1st day of March, 2016, by and between the
CITY OF NATIONAL CITY, a municipal corporation (the "CITY"), and Blik, a corporation (the
"CONSULTANT").
RECITALS
WHEREAS, the CITY desires to employ a CONSULTANT to provide design and
branding work.
WHEREAS, the CITY has determined that the CONSULTANT is a graphic design,
advertising, public relations, and strategic marketing firm that is qualified by experience and
ability to perform the services desired by the CITY, and the CONSULTANT is willing to
perform such services.
NOW, THEREFORE, THE PARTIES HERETO DO MUTUALLY AGREE AS
FOLLOWS:
1. ENGAGEMENT OF CONSULTANT. The CITY agrees to engage the
CONSULTANT, and the CONSULTANT agrees to perform the services set forth here in
accordance with all terms and conditions contained herein.
The CONSULTANT represents that all services shall be performed directly by the
CONSULTANT or under direct supervision of the CONSULTANT.
2. SCOPE OF SERVICES. The CONSULTANT will provide consultation and
design services in the area of Public Arts Initiative and Guidelines, Sign Ordinance Campaign,
Beautification and Storefront Improvement Program and History of National City Timeline. Full
Scope of Services set forth in the attached Exhibit "A".
The CONSULTANT shall be responsible for all research and reviews related to
the work and shall not rely on personnel of the CITY for such services, except as authorized in
advance by the CITY. The CONSULTANT shall appear at meetings specified in Exhibit "A" to
keep staff and City Council advised of the progress on the Project.
The CITY 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 CITY 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 the base amount.
1 Professional Services Agreement - Blik and City of National City February 16, 2016
3. PROJECT COORDINATION AND SUPERVISION. Brad Raulston hereby is
designated as the Project Coordinator for the CITY 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 $25,000 per the schedule given
in Exhibit "A" (the Base amount) without prior written authorization from the 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 CITY.
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 CITY,
and for furnishing of copies to the CITY, if requested.
5. ACCEPTABILITY OF WORK. The City 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 City 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 City or the CONSULTANT shall give to the other written notice. Within ten (10)
business days, the CONSULTANT and the City shall each prepare a report which supports their
position and file the same with the other party. The City 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. EFFECTIVE DATE AND LENGTH OF AGREEMENT. This Agreement
will become effective on March 1, 2016. The duration of this Agreement is for the period of five
months, March 1, 2016 through August 1, 2016. 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
CITY for use with respect to this Project, and shall be turned over to the CITY 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 CITY, and CONSULTANT thereby expressly waives and disclaims any copyright
2 Professional Services Agreement - Blik and City of National City February 16, 2016
in, and the right to reproduce, all written material, drawings, plans, specifications, or other work
prepared under this Agreement, except upon the CITY' S prior authorization regarding
reproduction, which authorization shall not be unreasonably withheld. The CONSULTANT
shall, upon request of the CITY, execute any further document(s) necessary to further effectuate
this waiver and disclaimer.
The CONSULTANT agrees that the CITY may use, reuse, alter, reproduce,
modify, assign, transfer, or in any other way, medium, or method utilize the CONSULTANT'S
written work product for the CITY'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 CITY 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 CITY, or for any
liability to the CITY should the documents be used by the CITY 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 CONSULTANT nor the CONSULTANT'S
employees are employees of the CITY, and are not entitled to any of the rights, benefits, or
privileges of the CITY'S employees, including but not limited to retirement, medical, unemploy-
ment, 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 CITY 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
CITY. 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(S) to
adhere to the applicable terms of this Agreement.
9. CONTROL. Neither the CITY 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 or the CONSULTANT'S agents, servants, or
employees are not in any manner agents, servants, or employees of the CITY, it being understood
that the CONSULTANT its agents, servants, and employees are as to the CITY wholly
independent CONSULTANT, and that the CONSULTANT'S obligations to the CITY 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
3 Professional Services Agreement - Blik and City of National City February 16, 2016
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 SUBCONSULTANT(S), 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 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 CITY 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 CITY, or,
when no time is specified, then within a commercially reasonable time. Accordingly, unless the
CONSULTANT has notified the CITY otherwise, the CONSULTANT warrants that all products,
materials, processes or treatments identified in the project documents prepared for the CITY are
reasonably commercially available. Any failure by the CONSULTANT to use due diligence
under this sub -paragraph will render the CONSULTANT liable to the CITY for any increased
costs that result from the CITY' 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
4 Professional Services Agreement - Blik and City of National City February 16, 2016
conspicuous places available to employees and applicants for employment any notices provided
by the CITY setting forth the provisions of this non-discrimination clause.
14. CONFIDENTIAL INFORMATION. The CITY 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 CITY. 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 infoiniation 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 third party, but only to the extent that the use or disclosure thereof has been
or is rightfully authorized by that third party.
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 CITY. 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 CITY 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 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, suites, 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 CONSULTANT'S performance or other
obligations under this Agreement; provided, however, that this indemnification and hold
harmless shall not include any claims or liability arising from the established sole negligence or
willful misconduct of the City, its agents, officers, or employees. The indemnity, defense, and
hold harmless obligations contained herein shall survive the termination of this Agreement for
any alleged or actual omission, act, or negligence under this Agreement that occurred during the
term 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 CITY 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
5 Professional Services Agreement - Blik and City of National City February 16, 2016
recovered against the CITY 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 SUBCONSULTANT(S), when applicable, to purchase and
maintain throughout the term of this Agreement, the following checked insurance policies:
A. n 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"). The policy shall name the CITY and its officers, agents and
employees as additional insureds, and a separate additional insured endorsement shall be
provided.
C. Commercial General Liability Insurance, with minimum limits of
$2,000,000 per occurrence and $4,000,000 aggregate, covering all bodily injury and property
damage arising out of its operations under this Agreement. The policy shall name the CITY and
its officers, agents and employees as additional insureds, and a separate additional insured
endorsement shall be provided. The general aggregate limit must apply solely to this "project" or
"location".
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 shall be endorsed
with a waiver of subrogation in favor of the City. Said endorsement shall be provided prior to
commencement of work under this Agreement.
If CONSULTANT has no employees subject to the California Workers'
Compensation and Labor laws, CONSULTANT shall execute a Declaration to that effect. Said
Declaration shall be provided to CONSULTANT by CITY.
E. The aforesaid policies shall constitute primary insurance as to the CITY,
its officers, employees, and volunteers, so that any other policies held by the CITY shall not
contribute to any loss under said insurance. Said policies shall provide for thirty (30) days prior
written notice to the CITY of cancellation or material change.
F. 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.
G. Insurance shall be written with only California admitted companies that
hold a current policy holder's alphabetic and financial size category rating of not less than A VIII
according to the current Best's Key Rating Guide, or a company equal financial stability that is
approved by the CITY'S Risk Manager. 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.
H. 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
6 Professional Services Agreement - Blik and City of National City February 16, 2016
the CITY'S 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 CITY may elect to treat
the failure to maintain the requisite insurance as a breach of this Agreement and terminate the
Agreement as provided herein.
I. All deductibles and self -insured retentions in excess of $10,000 must be
disclosed to and approved by the CITY.
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 CITY shall, in addition, be limited to the amount of attorney's
fees incurred by the CITY 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 CITY.
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 CITY 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 CITY.
C. Termination with or without cause shall be effected by delivery of written
Notice of Termination to the CONSULTANT as provided for herein.
7 Professional Services Agreement - Blik and City of National City February 16, 2016
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
CITY, 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 CITY by the CONSULTANT'S breach, if any. Thereafter, ownership of said
written material shall vest in the CITY all rights set forth in Section 6.
E. The CITY 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 CITY: Brad Raulston
Executive Director
City Manager's Office
City of National City
1243 National City Boulevard
National City, CA 91950-4301
To CONSULTANT:
Tyler Blik
Principal
Blik
416 13th Street Suite 200A
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
8 Professional Services Agreement - Blik and City of National City February 16, 2016
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
City of National City. 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 CITY 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 CITY 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 CITY.
E 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 CITY for all damages, costs or
expenses the CITY may suffer by virtue of any violation of this Paragraph 22 by the
CONSULTANT.
23. PREVAILING WAGES. State prevailing wage rates may apply to work
performed under this Agreement. State prevailing wages rates apply to all public works contracts
as set forth in California Labor Code, including but not limited to, Sections 1720,1720.2, 1720.3,
1720.4, and 1771. Consultant is solely responsible to determine if State prevailing wage rates
apply and, if applicable, pay such rates in accordance with all laws, ordinances, rules, and
regulations.
24. 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.
9 Professional Services Agreement - Blik and City of National City February 16, 2016
D. No Obligations to Third Parties. Except as otherwise expressly provided
herein, the execution and delivery of this Agreement shall not be deemed to confer any rights
upon, or obligate any of the parties hereto, to any person or entity other than the parties hereto.
E. Exhibits and Schedules. The Exhibits and Schedules attached hereto are
hereby incorporated herein by this reference for all purposes.
F. Amendment to this Agreement. The terms of this Agreement may not be
modified or amended except by an instrument in writing executed by each of the parties hereto.
G. Waiver. The waiver or failure to enforce any provision of this Agreement
shall not operate as a waiver of any future breach of any such provision or any other provision
hereof.
H. Applicable Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of California.
I. Audit. If this Agreement exceeds ten -thousand dollars ($10,000), the
parties shall be subject to the examination and audit of the State Auditor for a period of three (3)
years after final payment under the Agreement, per Government Code Section 8546.7.
J. 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.
K. Successors and Assigns. This Agreement shall be binding upon and shall
inure to the benefit of the successors and assigns of the parties hereto.
L. 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.
- - - SIGNATURE PAGE TO FOLLOW - - -
10 Professional Services Agreement - Blik and City of National City February 16, 2016
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date
and year first above written.
CITY OF NATIONAL CITY
Leslie Deese
City Manager
PROVED AS TO FORM:
Silva
ey
TYLER BLIK DESIGNS, INC., DB A BLIK
(Corporation — signatures of two corporate officers required)
By:
Tyler Blik
Principal and Owner
11 Professional Services Agreement - Blik and City of National City February 16, 2016
blik
March 1, 2016
EXHIBIT 'A' — 3LI
OVERVIEW
K Scope of Services
Blik has been contracted by the City of National City to provide consultation and design services as
they pertain to the following needs and objectives outlined by Executive Director of Planning and
Community Development, Brad Raulston:
1.) Public Arts Initiatives and Guidelines - Develop the framework of a campaign around
National City's public art initiatives. Contracted deliverables will include a brochure that acts as
both a reference and guidelines, as to how public art is to be identified, implemented and
maintained.
2.) Sign Ordinance Campaign - Working with Mr. Raulston and sign ordinance officials, Blik is
developing a campaign to educate, inform and cite businesses of both the positive aspects of
those signs that are in compliance and those negative aspects when they are out of
compliance. Blik has been asked to create a series of informational tools that the City and sign
ordinance officials will utilize to educate businesses about the positive aspects of sign
ordinances and their adoption of creating more aesthetically pleasing business corridors.
Additional efforts will be geared towards "adopt a street" or "adopt a corner" incentive programs
for those businesses in compliance, as noted in the following description.
3.) Adopt a... (block, corridor, street, etc.) - Collectively we have identified the need for
businesses and NC residents alike to take ownership of their neighborhoods. The City intends to
create and implement a program that encourages them to take ownership of improving their
storefront appeal to the community, while embracing overall neighborhood improvements. The
"Adopt a..." program intend to parallel the Sign Ordinance and Beautification programs of this
contract.
4.) Beautification and Storefront Improvement Program - Alongside our Sign Ordinance
Campaign, the City seeks to identify key business intersections and corner stores, providing
incentives, even financial support in revitalizing and improving storefronts, parkways and
pedestrian right of ways. With guidance from Mr. Raulston, Blik has been asked to create
informational and incentive collateral materials that will inform and educate businesses and
residents about the program. Action items of the program a currently being proposed to be
implemented by the City's A.R.T.S. center.
5.) History of National City Timeline - Identify, design and fabricate a chronological history of the
City of National City. Current site location is on the second floor of the City's library, but may
extend or be identified at an appropriate exterior location on the library's grounds.
Based on these initiatives and through our contract arrangement, Blik's services provided under this
contract are, but not limited to, thematic positioning, campaign strategy, copy writing, design and
production services, research, meeting time and general administration.
As requested by Mr. Raulston, Blik will invoice for those services performed, with a not to exceed
amount of $25,000, to be billed in 5 monthly installments. It has been noted that much of those
services may be heavily invested in the first few months, but will be invoiced as prescribed by Mr.
Raulston.
416 l3• Street, Suite zoo • San Diego, CA 92101
Ph: 619.234.4434 • www.tylerblik.com • tyler@tylerblik.com
City of Nation& City
(To be submitted only when there are no employees subject to Workers' Compensation)
DECLARATION AND ADDENDUM TO ALL CONTRACTS AWARDED TO:
"rider 51iV - (Ca5 ' i ) al)? 15U
me
For the purpose of inducing the City of National City to go forward with any contracts awarded to
1l� Fes+ (Company), I declare as follows:
I I iG7 f:J I (k (name) , T1 1ft L''fLli (o (tine), am
authorized to execute this document on behalf of _(company) with respect to compliance with the California
Workers' Compensation and Labor laws. All work required will be performed personally and solely by
volunteers of
131,1
who are independent contractors, If, however,
(company),
- (company)
shall ever be required tc hire employees or Subcontractors to perform this contract,
(company) shall obtain Workers' Compensation Insurance and/or
provide proof of Workers' Compensation Insurance coverage to the City of National City.
This document constitutes a declaration by ,11�to-
(company) against its financial interest, relative to any claims which may be asserted under the California
Workers' Compensation and/or Labor laws against the, city ity of National City relating to any bid or contract
awarded 13L1 i.-- (company).
L/L_t K. (company) will defend, indemnify, and
hold harmless the City of National City, its officers and employees, from any and all claims and liability,
including Workers' Compensation claims and liability that may be asserted or established by any party in
the event it hires an employee in violation of this addendum or if a volunteer of the organization makes a
claim against or alleges liability of the City of National City for Workers' Compensation, and it will further
indemnify the City of National City, its officers and employees, for all damages the City thereby suffers.
I agree that these declarations shall constitute jann addendum to any bid or contract awarded to:
ftt I- tcorrpany)•
Dated: " "'_ - / $ 20 16 (Insert company name in all caps) mg,
By:
(Signature of Authorized Representative)
(Nam and Title)
PREMIER BUSINESSOWNERS POLICY
PREMIER OFFICE
PROPERTY DECLARATIONS
Policy Number: ACP BPO 7870056330
Policy Period:
From 01-12-16 To 01.12.17
Description of Premises Number: 003 Building Number: 001 Construction: JOISTED MASONRY
Premises Address 416 13TH ST STE 200A SAN DIEGO CA 92101-7505
Occupancy T Classification: BUSINESS MANAGEMENT, ADMINISTRATION & CONSULTING
Described as: GRAPHIC DESIGN OFFICE
WE PROVIDE INSURANCE ONLY FOR THOSE COVERAGES INDICATED BY A LIMIT OR BY "INCLUDED".
The Property Coverage provided at this premises is subject to a $ 250 Deductible, unless otherwise stated.
COVERAGES LIMITS OF INSURANCE
Building - NOT PROVIDED
Business Personal Property - Replacement cost 469,400
ADDITIONAL COVERAGES - the Coverage Form Includes other Additional Coverages not shown.
Business Income-ALS- 12 Months- NO HourWaiting Period -60 Day Ordinary Payroll Limit INCLUDED
Extra Expense - Actual Loss Sustained (ALS) - 12 Months - NOHour Waiting Period INCLUDED
Equipment Breakdown INCLUDED
Automatic Increase in Insurance - Building NOT PROVIDED
Automatic Increase in Insurance - Business Personal Property 2.9:
Back Up of Sewer and Drain Water (limit shown per Building, subject to $25,000 policy aggregate)
Outdoor Signs
Outdoor Trees, Shrubs, Plants and Lawns
Business Personal Property Away From Premises
Business Personal Property Away From Premises - Transit
Electronic Data
Interruption of Computer Operations
Building Property of Others
OPTIONAL INCREASED LIMITS
Account Receivable
Valuable Papers and Records (At the Described Premises)
Forgery and Alteration
Money and Securities - Inside the Premises
Outside the Premises (Limited)
Included Limit
425,000
$25,000
410,000
410,000
410,000
42,500
410,000
415,000
$15,000
410,000
$10,000
010,000
Additional Limit
OPTIONAL COVERAGES - Other frequently purchased coverage options.
Employee Dishonesty
Ordinance or Law - 1 - Loss to Undamaged Portion
2 - Demolition Cost and Broadened Increased Cost of Construction
Ordinance or Law Broadened
Office PLUS Endorsement (PB2005)
ADVANTAGE - Blanket Additional Limit
45,000
$25,000
425,000
$10,000
410,000
410,000
$2,500
$10,000
415,000
415,000
$10,000
410,000
410,000
NOT PROVIDED
NOT PROVIDED
NOT PROVIDED
NOT PROVIDED
INCLUDED
$100,000
PROTECTIVE SAFEGUARDS
This premise has Protective Safeguards identified by symbols below. Insurance for Fire or Burglary and Robbery
at this premise will be excluded if you do not notify us immediately if any of these safeguards are impaired.
See PB 04 30 for a description of each symbol. APPLICABLE SYMBOLS: P-1; P-2;
PB 81 01 (04-11)
DIRECT BIU. MACH
AMCO INSURANCE COMPANY Page 1 of 2
MAC INSURED COPY UID 21 78 06133
PREMIER BUStNESSOWNERSOUCY
PREMIER OFFICE
MORTGAGEE ASSIGNMENT INFORMATION
Policy Number: ACP BPO 7870056330
Policy Period:
From 01-12-16To 01-12-17
Additional Interest:
Interest:
Additional Interest:
Interest:
Additional Interest:
Interest:
Additional Interest:
Interest:
Additional Interest:
Interest:
Additional Interest:
interest:
Additional Interest:
Interest:
Additional Interest:
Interest:
Additional Interest:
Interest:
Additional Interest:
Interest:
PS 81 01 (04-11)
Interest Number: Loan Number:
Interest Number: Loan Number:
Interest Number: Loan Number:
Interest Number: Loan Number:
Interest Number: Loan Number,
Interest Number: Loan Number:
Interest Number: Loan Number:
Interest Number: Loan Number.
Interest Number: Loan Number.
Interest Number: Loan Number:
Page 2 of 2
DIRECT BILL MACH MAC INSURED COPY UID Z1 78 06134
PREMIER BUSINESSCWNERS POLICY
PREMIER OFFICE
LIABILITY DECLARATIONS
Policy Number: ACP BPO 7870056330
Policy Period:
From 01-12-16 To 01-12-17
UMITS OF INSURANCE
Each Occurrence Limit of Insurance Per Occurrence $1, 000, 000
Medical Payments Coverage Sub Umit Per Person 65, 000
Tenants Property Damage Legal Liability Sub Limit Per Covered Loss I$300, 000
Personal and Advertising Injury Not Provided
Products— Completed Operations Aggregate All Occurrences $2,000,000
General Aggregate All Occurrences S2,000,000
(Other than Products— Completed Operations)
AUTOMATIC ADDITIONAL INSUREDS STATUS
The following persons or organizations are automatically insureds when you and they have agreed in a written
contract or agreement that such person or organization be added as an additional insured on your policy.
Go -Owners of Insured Premises
Controlling Interest
Grantor of Franchise or License
Lessors of Leased Equipment
Managers or Lessors of Leased Premises
Mortgagee, Assignee or Receiver
Owners or Other Interest from Whom Land has been Leased
State or Political Subdivisions - Permits Relating to Premises
PROPERTY DAMAGE DEDUCTIBLE
NONE
OPTIONAL COVERAGES
Hired Auto Liability Coverage
Nonowned Auto Liability Coverage
PB 81 03 (06-12)
DIRECT BILL MACH
Included in Each Occurrence Limit of Insurance
Included in Each Occurrence Limit of Insurance
AMCO INSURANCE COMPANY Page 1 of 2
MAC INSURED COPY UID 21 78 06135
PREMIER BUSINESSOWNERS POLICY
PREMIER OFFICE
FORMS AND ENDORSEMENTS SUMMARY
Policy Number: ACP BPO 7870056330
Policy Period:
From 01-12-16 To 01-12-17
FORM NUMBER TITLE
P80006 1114 PREMIER BUSINESSOWNERS LIABILITY COVERAGE FORM
P89004 0411 CALIFORNIA AMENDATORY ENDORSEMENT
P80437 0101 EXCLUSION - PERSONAL AND ADVERTISING INJURY
PB0404 0101 HIRED AUTO AND NON -OWNED AUTO LIABILITY
PB0002 1114 PREMIER BUSINESSOWNERS
P80009 1114 PREMIER BUSINESSOWNERS COMMON POLICY CONDITIONS
LI0021 0101 NUCLEAR ENERGY LIABILITY EXCLUSION
PB0430 1114 PROTECTIVE SAFEGUARDS
P82999 0215 EXCLUSION - FUNGI OR BACTERIA
PB2998 0908 EXCLUSION - VIOLATION OF CONSUMER PROTEC
P82005 0411 OFFICE PLUS ENDORSEMENT
P82099 0411 BUSINESSOWNERS ADVANTAGE
P81504 1114 ACCESS OR DISCLOSURE OF CONFIDENTIAL OR PERSONAL INFORMATION
P80523 0715 CAP ON LOSSES FRFOM CERTIFIED ACTS OF TERRORISM
IMPORTANT NOTICES
IN7406 0107 IMPORTANT FLOOD INSURANCE NOTICE
IN7809 1115 DATA BREACH & IDENTITY RECOVERY SERVICES
PB 81 03 (06-12) Page 2 of 2
INSURED COPY
78 08136
Form W-9
(Rev. December2014)
Department of the Treasury
Internal Revenue Service
Request for Taxpayer
Identification Number and Certification
Give Form to the
send to the o not
I Print or type
See Specific Instructions on page 2.
1 Name (as shown on your income tax return). N m is required o t his line; do not leave this line blank.
2 Business name/disregarded entity name, if different from above T.ter -01 1 IF
3 Check appropriate box for federal tax classification; check only one of the following seven boxes:
❑ Trust/estate
4 Exemptions
certain entities,
nstructions
Exempt payee
Exemption
code (if any)
(Applies to accounts
(codes apply only to
not individuals; see
on page 3):
code (if any)
IliIndividual/sole proprietor or • C Corporation >5S Corporation • Partnership
single -member
LLC
company. Enter the tax classification (C=C corporation, S=S corporation, P=partnership)
-member LLC that is disregarded, do not check LLC; check the appropriate box in
of the single -member owner.
C
II Limited liability
Note. For a single
the tax classification
NI Other (see instructions)
from FATCA reporting
the line above for
maintained outside the U.S.)
5 Addr ss (number, street, and apt. or suite no.)
a' 13311 6/tet l Sutler Z1DA
Requester's name and address (optional)
6 City, state, and ZIP code
7 List account numbe s) here (optional)
Taxpayer Identification Number (TIN)
Enter your TIN in the appropriate box. The TIN provided must match the name given on line 1 to avoid
backup withholding. For individuals, this is generally your social security number (SSN). However, for a
resident alien, sole proprietor, or disregarded entity, see the Part I instructions on page 3. For other
entities, it is your employer identification number (EIN). If you do not have a number, see How to get a
TIN on page 3.
Note. If the account is in more than one name, see the instructions for line 1 and the chart on page 4 for
guidelines on whose number to enter.
Social security number
or
Employer identification number
0
3
Part 11
Certification
Under penalties of perjury, I certify that:
1. The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me); and
2. I am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue
Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am
no longer subject to backup withholding; and
3. I am a U.S. citizen or other U.S. person (defined below); and
4. The FATCA code(s) entered on this form (if any) indicating that I am exempt from FATCA reporting is correct.
Certification instructions. You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding
because you have failed to report all interest and dividends on your tax return. For real estate transactions, item 2 does not apply. For mortgage
interest paid, acquisition or abandonment of secured property, cancellation of debt, contributions to an individual retirement arrangement (IRA), and
generally, payments other than interest and dividends, you are not required to sign the certification, but you must provide your correct TIN. See the
instructions on page 3.
Sign
Here
Signature of
U.S. person ►
General Instructions
Section references are to the Internal Revenue Code unless otherwise noted.
Future developments. Information about developments affecting Form W-9 (such
as legislation enacted after we release it) is at www.irs.gov/fw9.
Purpose of Form
An individual or entity (Form W-9 requester) who is required to file an information
return with the IRS must obtain your correct taxpayer identification number (TIN)
which may be your social security number (SSN), individual taxpayer identification
number (ITIN), adoption taxpayer identification number (ATIN), or employer
identification number (EIN), to report on an information return the amount paid to
you, or other amount reportable on an information return. Examples of information
returns include, but are not limited to, the following:
• Form 1099-INT (interest earned or paid)
• Form 1099-DIV (dividends, including those from stocks or mutual funds)
• Form 1099-MISC (various types of income, prizes, awards, or gross proceeds)
• Form 1099-B (stock or mutual fund sales and certain other transactions by
brokers)
• Form 1099-S (proceeds from real estate transactions)
• Form 1099-K (merchant card and third party network transactions)
Date ► .5• v t
• Form 1098 (home mortgage interest), 1098-E (student loan interest), 1098-T
(tuition)
• Form 1099-C (canceled debt)
• Form 1099-A (acquisition or abandonment of secured property)
Use Form W-9 only if you are a U.S. person (including a resident alien), to
provide your correct TIN.
It you do not return Form W-9 to the requester with a TIN, you might be subject
to backup withholding. See What is backup withholding? on page 2.
By signing the filled -out form, you:
1. Certify that the TIN you are giving is correct (or you are waiting for a number
to be issued),
2. Certify that you are not subject to backup withholding, or
3. Claim exemption from backup withholding if you are a U.S. exempt payee. If
applicable, you are also certifying that as a U.S. person, your allocable share of
any partnership income from a U.S. trade or business is not subject to the
withholding tax on foreign partners' share of effectively connected income, and
4. Certify that FATCA code(s) entered on this form (if any) indicating that you are
exempt from the FATCA reporting, is correct. See What is FATCA reporting? on
page 2 for further information.
Cat. No. 10231X
Form W-9 (Rev. 12-2014)
CITY OF NATIONAL CITY BUSINESS LICENSE APPLICATION
1243 NATIONAL CITY BLVD, NATIONAL CITY, CA 91950
LICENSE WILL NOT BE ISSUED IF REQUIRED INFORMATION IS INCOMPLETE. ENCLOSE PAYMENT
WITH APPLICATION. MAKE CHECKS PAYABLE TO THE CITY OF NATIONAL CITY.
PLEASE TYPE OR PRINT
A. GEN.ERAL INFORMATION
BUSINENA�MFB.A. OR INDIVIDUAL NAME)
CORPORA�y E (I� IF�R�NRO
NUMBER
DIR
fir'/ 1(0)
LOCATION IN NATIONAL CITY
STREET NAME
LOCAL BUSINESS PHONE
/1' -Z --4+34
ROOM/SUITE NO.
MAILING ADDRESS AND/OR P.O
2M
DIR
STREET NAME l"� , 411 S')..1�
u
ROOM/SUITE NO.�� V j �1j
vI )
P.O. BOX NO.
d ot
4p�CITY
S
STAy2A
ZIP COS
PHONE NUMBER AT MAILIN ADDRESS. INCLUDE AREA CODE
APPLICANT'S COPY
EMAIL ADDRESS: tere G" r1:7 1 y L 4on
0
CI
A
BUS # LIC #
ALL LICENSES EXPIRE DECEMBER 31
RENEWALS ARE DUE BY FEBRUARY 28
National City
1243 National City Nlv
619-336-4330 / 615
39'
i.
36
i.I a' 13-L1 H r`.__; rrc K-31
..:IK 65..'3
311iC FROM THE: TED O O0
City of
National City
BUSINESS LICENSE DIVISION
(619) 336-4330
TAXES $ r
MISS-$
PENALTY $ �..
TOTAL $
>.
Q
CA
L
L
t
CA
C1 0
r
Y L
4 i+
~ CO a
(0 • • C CO
0 C ? =
n 1 9 C. CCO CO O
Uzt I CC C_ I m
Y N _ CCI O O
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$*********66.00
$**********0.00
CITY OF NATIONAL CITY
Office of the City Clerk
1243 National City Blvd., National City, California 91950
619-336-4228 phone / 619-336-4229 fax
Michael R. Dalla, CMC - City Clerk
March 14, 2016
Mr. Tyler Blik
Blik
416 13th Street, Suite 200A
San Diego, CA 92101
Dear Mr. Blik,
On March 1st, 2016, an Agreement was entered into between the City of National City
and Blik.
We are enclosing for your records a fully executed original Agreement.
Sincerely,
Michael R. Dalla, CMC
City Clerk
Enclosure