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HomeMy WebLinkAboutCM Design Services 2017AGREEMENT FOR PROFESSIONAL SERVICES FOR DESIGN SERVICES This Agreement is made and entered into this 15"' day of October. 2017. b� and between the CITY OF SAN RAFAEL (hereinafter "CITY"). and Andrew Faulkner, doing business as Afstudio Design (hereinafter "CONTRACTOR"). RECITALS WHEREAS, the CITY requires design related services for outreach and engagement efforts, including graphic, signage, and interior design related projects. and WHEREAS, CONTRACTOR has the skills and experience necessan to prole ide such services. AGREEMENT NOW, THEREFORE, the parties hereby agree as follows: PROJECT COORDINATION A. CITY'S Project Manager. The Senior Management Analyst is hereby designated the PROJECT MANAGER for the CITY, and said PROJEC"I MANAGER shall supervise all aspects of the progress and execution ofthis Agreement. B. CONTRACTOR'S Project Director. CONTRACTOR shall assign a single PROJECT DIRECTOR to have overall responsibility for the progress and execution of this Agreement for CONTRACTOR. Andrew= Faulkner is hereb\ designated as the PROJECT DIRECTOR for CONTRACTOR. Should circumstances or conditions subsequent to the execution of this Agreement require a substitute PROJECT DIRF'CTOR, for any reason. the CONTRACTOR shall notih the CITY within ten (10) business daN s of the substitution. 2. DUTIES OF CON I RAC FOR. CONTRACTOR shall, upon written request by the PROJEC I MANAGER from time to time, perform the duties and br pro-, ide services as described below. Design services including, but not limited to: • Signage Design • On-going web graphic needs • Prox iding brand graphics on an as -needed base • Lobby exhibit design &: architectural graphic, • Additional business cards as -needed • Vehicle graphics • Event graphics • Apparel Graphics (t -shirts, etc.. ) Iter Dote• 9 19 17 4 -3 -tit 0', • Official documents, form templates • Correspondence documents • Exterior banners COMPENSATION. For the full performance of the services described herein by CONTRACTOR. CITY shall pay CONTRACTOR as follows: CONTRACTOR will bill CITY at a rate of $100 an hour for a not -to -exceed amount of $20.000.00. Payment will be made upon receipt by PROJE-CT MANAGER of itemized invoices submitted by CONTRACTOR. 4. "TERM OF AGREEMENT. The term of this Agreement shall be for one (1) year commencing as of October 15. 2017 and ending on October 15. 2018. Upon mutual agreement of the parties. and subject to the approval of the City Manager the term of this Agreement may be extended for an additional period of up to one (1) year. 5. TERMINA Il0N. A. Discretionary. Either part-, maN terminate this Agreement without cause upon thirty (30) days written notice mailed or personall-v delivered to the other part) . 13. Cause. Either party may terminate this Agreement for cause upon fifteen (1 -5) days written notice mailed or personally delivered to the other party. and the notified party's failure to cure or correct the cause of- the termination. to the reasonable satisfaction of the party giving such notice, within such fifteen (15) day time period. C. Effect of Termination. Upon receipt of notice of termination. neither party shall incur additional obligations under any provision of this Agreement without the prior written consent of the other. D. Return of Documents. Upon termination, any and all Ci'T'Y documents or materials provided to CONTRACTOR and any and all of CONTRACTOR's documents and materials prepared for or relating to the perlbrmance of its duties under this Agreement, shall be delivered to CITY as soon as possible, but not later than thirty (30) days after termination. 6. OWNERSHIP OF DOCUMENTS. The written documents and materials prepared by the CONTRACTOR in connection with the performance of its duties under this Agreement. shall be the sole property of CITY. CiTY may use said property for any purpose. including projects not contemplated by this Agreement. Re% dale:9 19 17 7. INSPECTION AND AUDIT. Upon reasonable notice, CONTRACTOR shall make available to CITY, or its agent, for inspection and audit, all documents and materials maintained by CONTRACTOR in connection with its performance of its duties under this Agreement. CONTRACTOR shall full} cooperate with CITY or its agent in any such audit or inspection. 8. ASSIGNABILITY. The parties agree that the} shall not assign or transfer any interest in this Agreement nor the performance of an} of their respective obligations hereunder, without the prior written consent of - the other party, and any attempt to so assign this Agreement or any rights. duties or obligations arising hereunder shall be void and of no effect. 9. INSURANCE. A. Scope of Coverage. During the term of this Agreement. CONTRACTOR shall maintain, at no expense to CITY, the follokN ing insurance policies: 1. A commercial general liability insurance policy in the minimum amount of one million dollars ($1.000,000) per occurrence/two million dollars ($2.000.000) aggregate. for death. bodily injury. personal injury, or property damage. 2 If it employs an) person. CONTRACTOR shall maintain %%orker's compensation and employer's liabilit,, insurance, as required b) the State Labor Code and other applicable laws and regulations, and as necessary to protect both CONTRACTOR and CITY against all liability for injuries to CONTRACTOR's officers and employees. CONTRACTOR'S worker's compensation insurance shall be specifically endorsed to waive any right of subrogation against CITY. CONTRACTOR has ackno,.Nledged to CITY that he has no employees, and is therefore not subject to this requirement. B. Other Insurance Requirements. I he insurance coverage required of the CONTF,'.CTOR in subparagraph A of this section above shall also meet the follok%ing requirements: 1. Except for professional liability insurance, the insurance policies shall be specifically endorsed to include the CITY, its officers, agents, employees, and volunteers, as additionally named insureds under the poliLie5. 2. Fhe additional insured coxerage under CONTRACTOR'S insurance policies shall be primary with respect to any insurance or coverage maintained by CITY and shall not call upon CITY's insurance or self-insurance coverage for any contribution. Che "primary and ReN. date. 9 19 17 noncontributory" coverage in CONTRACTOR'S policies shall be at least as broad as ISO form CG20 01 04 13. 3. Except for professional liability insurance. the insurance policies shall include. in their text or by endorsement. coverage for contractual liability and personal injury_ 4. l he insurance policies shall be specifically endorsed to provide that the insurance carrier shall not cancel, terminate or otherwise modifj the terms and conditions of said insurance policies except upon ten (10) days written notice to the PROJEC I' MANAGER. 5. If the insurance is written on a Claims Made Form, then, following termination of this Agreement, said insurance coverage shall survive for a period of not less than five years. 6. The insurance policies shall provide for a retroactive date of' placement coinciding with the effective date of this Agreement. 7. Fhe limits of insurance required in this Agreement may be satisfied by a combination of primary and umbrella or excess insurance. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and noncontributory basis for the benclit of CITY (if agreed to in a written contract or agreement) before CITY'S o%%n insurance or sell -insurance shall be called upon to protect it as a named insured. 8. It shall be a requirement under this Agreement that any available insurance proceeds broader than or in excess of' the specified minimum insurance coverage requirements and/or limits shall be available to Cl FY or any other additional insured party. Furthermore, the requirements for coverage and limits shall be: (1) the minimum coverage and limits specified in this Agreement; or (2) the broader coverage and maximum limits ofcoverage of any insurance policy or proceeds available to the named insured: whichever is greater. G Deductibles and SIR's. Any deductibles or sell' -insured retentions in COMMACTOR's insurance policies must be declared to and approved by the PROJECT MANAGER and City Attorney. and shall not reduce the limits of liability. Policies containing any self-insured retention (SIR) provision shall provide or be endorsed to provide that the SiR may be satisfied by either the named insured or CITY or other additional insured party. At CITY's option. the deductibles or self-insured retentions with respect to CITY shall be reduced or eliminated to CiTY's satisfaction, or CONTRACTOR shall procure a bond guaranteeing pay ment of losses and related investigations. claims administration. attorney's tees and defense expenses. D. Proof of Insurance. CONTRACTOR shall provide to the PROJECT MANAGER or CITY'S City Attorney all of the following: (1) Certificates of Insurance evidencing the insurance coverage required in this Agreement; (2) a copy- of the police declaration page and/or endorsement page listing all policy endorsements for the commercial general liability policy, and (3) excerpts of policy language or specific endorsements evidencing the other insurance requirements set forth in this Agreement. CiIN reserves the Re% diite 9 19 17 4 right to obtain a full certified copy of any insurance policy and endorsements from CONTRACTOR. Failure to exercise this right shall not constitute a Vvaiver of the right to exercise it later. The insurance shall be approved as to form and sufficiency by PROJECT MANAGER and the City Attorney. 10. INDEMNIFICA PION. A. Except as otherwise provided in Paragraph B.. CONTRACTOR shall. to the fullest extent permitted by law, indemnify, release, defend with counsel appro%ed by CITY, and hold harmless CITY, its officers, agents, employees and volunteers (collectively, the "City Indemnitees"). from and against any claim, demand, suit, judgment. loss, liability or expense of any kind, including but not limited to attorney's fees, expert fees and all other costs and fees of litigation. (collectively "CLAIMS"). arising out of CONTRACTOR'S performance of' its obligations or conduct of its operations under this Agreement. The CONTRACTOR's obligations apply regardless of whether or not a liability is caused or contributed to by the acti,,e or passive negligence of the City Indemnitees. Flo,.Never, to the extent that liability is caused by the active negligence or willful misconduct of the City Indemnitees, the CONTRACTOR's indemnification obligation shall be reduced in proportion to the City Indemnitees' share of liability for the active negligence or willful misconduct. In addition, the acceptance or approval of the CONTRACTOR's work or work product by the CITY or any of its directors, officers or employees shall not relieve or reduce the CONTRACTOR's indemnification obligations. In the event the City Indemnitees are made a part} to any action, lawsuit, or other adversarial proceeding arising from CONTRACTOR'S performance of or operations under this Agreement. CONTRACTOR shall provide a defense to the City Indemnitees or at CITY'S option reimburse the City Indemnitees their costs of defense. including reasonable attorneys' fees, incurred in defense of such claims. B. Where the sen ices to be proN ided by CONTRACTOR under this Agreement are design professional sen ices to be performed b} a design professional as that term is defined under Civil Code Section 2782.8. CONTRACTOR shall, to the fullest extent permitted by la,.N. indemnify, release, defend and hold harmless the City Indemnitees from and against any CLAIMS that arise out of. pertain to, or relate to the negligence, recklessness. or willful misconduct of CONTRACTOR in the performance of' its duties and obligations under this Agreement or its failure to comply with any of its obligations contained in this Agreement. except such CLAIM which is caused by the sole negligence or «illful misconduct of'C'ITY. C. The defense and indemnification obligations of this Agreement are undertaken in addition to, and shall not in any way be limited by. the insurance obligations contained in this Agreement, and shall survive the termination or completion of this Agreement for the full period of time allowed by law. 11. NONDISCRIMINATION. CONTRACTOR shall not discriminate, in any -vkay. against any person on the basis of age. sex, race, color, religion, ancestry. national origin or disability in connection with or related to the performance of its duties and obligations under this Agreement. ReG date: 9+19 17 1 12- COMPLIANCE WI JI ALL LAWS. CONTRACTOR shall observe and comply with all applicable federal, state and local laws, ordinances, codes and regulations, in the performance of its duties and obligations under this Agreement. CONTRACTOR shall perfonn all services under this Agreement in accordance with these laws, ordinances, codes and regulations. CONTRACTOR shall release, defend, indemnify and hold harmless CITY. its officers, agents and employees from any and all damages, liabilities, penalties, fines and all other consequences from any noncompliance or violation of any laws, ordinances. codes or regulations. 13. NO THIRD PAR Y BENEFICIARIES. CITY and CONTRACTOR do not intend, by any provision of this Agreement, to create in any third party. any benefit or right owed by one party. under the terms and conditions of this Agreement, to the other party. 14. NOIICES. All notices and other communications required or permitted to be given under this Agreement, including any notice ole change of address, shall be in writing and given by personal delivery, or deposited with the United States Postal Service, postage prepaid, addressed to the parties intended to be notified. Notice shall be deemed given as of the date of personal delivery, or if mailed, upon the date of deposit with the I lnited States Postal Service. Notice shall be given as follows: TO CITY's Project Manager: TO CONTRACTOR"s Proiect Director: 15. IND[ PI.NDI-.N I CON I IZAC I OR. Rebecca Woodbury City of San Rafael 1400 Filth Avenue P.O. Box 151560 San Rafael, CA 94915-1560 Andrew Faulkner Alstudio Design 1010 B Street. Suite 2015 San Rafael. CA 94901 I•or the purposes, and for the duration, of this Agreement. CONTRACTOR. its officers. agents and employees shall act in the capacity of an Independent Contractor. and not as employees of the CITY. CONTWiLCTOR and CITY expressly intend and agree that the status of CONTRACTOR, its officers, agents and employees be that of an Independent Contractor and not that ol'an employee of CITY_ Re% date 9 19 17 6 16. ENTIRE AGREEMENT -- AMENDMENTS. A. The terms and conditions of this Agreement, all exhibits attached. and all documents expressly incorporated by reference, represent the entire Agreement of the parties with respect to the subject matter of this Agreement. B. This written Agreement shall supersede any and all prior agreements, oral or written, regarding the subject matter between the CONTRACTOR and the CITY. C. No other agreement, promise or statement, written or oral, relating to the subject matter of this Agreement, shall be valid or binding, except by way of a written amendment to this Agreement. D. The terms and conditions of this Agreement shall not be altered or modified except by a written amendment to this Agreement signed b} the CONTRACTOR and the CITY. E. If any conflicts arise between the terms and conditions of this Agreement, and the terms and conditions of the attached exhibits or the documents expressly incorporated by reference. the terms and conditions of this Agreement shall control. 17. SET-OFF AGAINST DEBTS. CONTRACTOR agrees that CITY may deduct from any payment due to CONTRACTOR under this Agreement, any monies which CONTRACTOR owes CITY under any ordinance, agreement, contract or resolution for any unpaid taxes, fees, licenses. assessments, unpaid checks or other amounts. 18. WAIVERS. The waiver by either party of any breach or N iolation of any term, covenant or condition of this Agreement, or of any ordinance, law or regulation. shall not be deemed to be a waiver of am other term, covenant, condition, ordinance, law or regulation, or of any subsequent breach or violation of the same or other term. covenant, condition, ordinance. lana or regulation. I'he subsequent acceptance by either party of any tee, performance, or other consideration which maN become due or owing under this Agreement. shall not be deemed to be a waiver of an) preceding breach or violation by the other part} of any term, condition, covenant of this Agreement or an} applicable law, ordinance or regulation. 19. COSTS AND A FTORNEY'S FEES. The prevailing party in any action brought to enforce the terms and conditions of' this Agreement, or arising out of the performance of this Agreement, may recover its reasonable costs (including claims administration) and attorney's fees expended in connection with such action. Re%- date- 9; 19 1' 7 20. CITY BUSINESS LICENSE / urmiz -TAXES. CONTRACTOR shall obtain and maintain during the duration of this Agreement. a CITY business license as required by the San Rafael Municipal Code. CONTRACTOR shall pay any and all state and federal taxes and any other applicable taxes. CITY shall not be required to pay tier any work performed under this Agreement, until C'ONTRAC'TOR has provided CITY with a completed Internal Revenue Service Form W-9 (Request for Taxpayer Identification Number and ('ertification). 21. APPLICABLE LAW. I'he laws of the State of California shall govern this Agreement. IN WITNESS WHEREOF, the parties have executed this Agreement as of the dad, month and year first above written. CITY OF SAN RAFAEL JIM SCI U'I'Z. City I lan ger AITFSI- I S I tll-R ( BI IRNI City(terk APPROVED AS TO I -ORM, L 0_ ---- ItOBERT F. EPSTEIN, -'it} Attki)el Rei date 9 19 1 CONTRACTOR fav: ��/` G•�.� _ . Andrew Faulkner ( )%%ner, Atstudio Design Proposal Overview Scope of Services Provided Design Services The purpose of this estimate is to outline the terms of a design services agreement for the City of San Rafael where Afstudio provides ongoing graphic design services for a period of one year for the City of San Rafael. After this period, the scope of work will be evelauated and possibly extended. Types of Services* • Signage Design • On-going web graphic needs Providing brand graphics on an as -needed basis • Lobby exhibit design & architectural graphics Additional business cards as -needed Vehicle graphics Event graphics • Apparel Graphics (t -shirts, etc...) Official documents, form templates • Correspondence documents Exterior banners *Any projects or requests not defined as inclusive of the'Types of Services'outlined above will be estimated separately. The City of Sago Rafael OVERS EEE: Design Services As part of the Design Services agreement, Afstudio will provide design services for items specified in the'Scope of Services Provided' per the framework of our standard design creation and management process as outlined below. Costs are based on a flat fee of $100/ hr for 200 hours time. Requesting Work: Afstudio requires a minimum turn -around time of one week to fulfill design requests. Depending on the complexity of the design request, it may be determined that the project will take longer at which time Afstudio will inform the City of San Rafael and provide an estimated delivery date and schedule as applicable. Planning, Research & Project Management This is a crucial part of the budget and process and ensures an efficient workflow and economical use of everyone's time. This includes meeting time for projects and requests and creating and overseeing a schedule to follow that includes presentation (on boards as well as online), and review cycles.This phase is also concerned with gathering and establishing design criteria for projects and requests. It includes all research done on client's brand landscape and ensures alignment with established brand guidelines. Design & Production Design and production meetings will concentrate on getting client feedback which will most efficiently lead to the success of the design development phase where final directions are created. Designer will present 1-3 design directions for each design. Up to 3 revision phases are included in the design development phase. Total Total Fees $20,000 Afstudio will work on an "as -needed" basis as directed by the City of San Rafael and in alignment with the'Scope of Services Provided' The costs are to be invoiced when work is complete and Afstudio will provide a monthly accounting of work completed. Terms 0 Teras and Conditions AFSTUDIO 1. Professional fees quoted do not include out-of-pocket expenses for such things as legal searches, typography, computer resources, photostats, photography, photographic slides, or any other specific materials and supplies which may be required to demonstrate or execute our recommendations. Out-of-pocket costs will be billed at cost plus ten percent (10%) for administration. Any travel expenses will be billed at cost. 2.To the extent that the designs, names, marks, and materials created by Afstudio and used by The City of San Rafael are copyrightable, it shall be the property of The City of San Rafael. Any rights Afstudio may possess in any of the designs, names, marks, and materials created by Afstudio and used by The City of San Rafael are herby assigned to The City of San Rafael. 3.The designs, names, marks, and materials created by Afstudio are believed not to infringe upon the rights of others. However, Afstudio cannot warrant that its clients will be immune from the claims of others due to the complexity of the laws and regulations governing such rights and the virtual impossibility of searching names and designs worldwide. It is recommended that clients consult their own legal counsel as to both availability and register -ability of the proposed designs, names, marks and other materials as soon at those items are approved. Reviewed and agreed to by: Rebecca Woodbury, The City of San Rafael Date Andrew Faulkner, Afstudio Design Date l A 5 Z /TyVVITH F' CONTRACT ROUTING FORM INSTRUCTIONS: Use this cover sheet to circulate all contracts for review and approval in the order shown below. TO BE COMPLETED BY INITIATING DEPARTMENT PROJECT MANAGER: Contracting Department: City Manager's Office Project Manager: Rebecca Woodbury Extension: 3076 Contractor Name: Afstudio Design Contractor's Contact: Andrew Faulkner Contact's Email: andrew@afstudio.com ❑ FPPC: Check if Contractor/Consultant must file Form 700 Step RESPONSIBLE DESCRIPTION COMPLETED REVIEWER DEPARTMENT DATE Check/Initial 1 Project Manager a. Email PINS Introductory Notice to Contractor 8/29/17 b. Email contract (in Word) & attachments to City Atty c/o Laraine.Gittens@cityofsanrafael.org 2 City Attorney a. Review, revise, and comment on draft agreement 9/1/2017 ® LAG and return to Project Manager 9/1/2017 ® LAG b. Confirm insurance requirements, create Job on (prev. in PINS PINS, send PINS insurance notice to contractor system) 3 Project Manager Forward three (3) originals of final agreement to 9/19/2017 contractor for their signature 4 Project Manager When necessary, * contractor -signed agreement ® N/A agendized for Council approval *PSA > $20,000; or Purchase > $35,000; or Or Public Works Contract > $125,000 Click here to Date of Council approval enter a date. PRINT CONTINUE ROUTING PROCESS WITH HARD COPY 5 Project Manager Forward signed original agreements to City 10/5/17 RW Attorney with printed copy of this routing form 6 City Attorney Review and approve hard copy of signed % ��/ 2S �7 agreement 7 City Attorney Review and approve insurance in PINS, and bonds (for Public Works Contracts) blZ�l%'1 8 City Manager/ Mayor Agreement executed by Council authorized official 9 City Clerk Attest signatures, retains original agreement and forwards copies to Project Manager