HomeMy WebLinkAboutBennett Peji Design; 2008-01-18;AMENDMENT NO. 1 TO AGREEMENT FOR GRAPHIC DESIGN SERVICES
BENNETT PEJI DESIGN
This Amendment No. 1 is entered into and effective as of the ^—^ day
of \\ yjif^-Q—-> , 2008, amending the agreement dated January 18. 2008
(theAgreement") by and between the City of Carlsbad, a municipal corporation, ("City"), and
Bennett Peji ^asa , ("Contractor")
(collectively, the "Parties") for graphic design services.
RECITALS
A. The Parties desire to alter the Agreement's scope of work to allow Bennett Peji
Design to create design templates establishing the Carlsbad City Library brand identity basing
the designs on the new Carlsbad City Library Logo, which was created by Bennett Peji Design;
and
B. The Parties have negotiated and agreed to a supplemental scope of work and fee
schedule, which is attached to and incorporated by this reference as Exhibit "A", Scope of
Services and Fee.
NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained
herein, City and Contractor agree as follows:
1. In addition to those services contained in the Agreement, as may have
been amended from time to time, Contractor will provide those services described in Exhibit "A".
2. City will pay Contractor for all work associated with those services
described in Exhibit "A" attributed to this amendment on a time and materials basis not-to-
exceed sixteen thousand dollars ($16,000); total agreement compensation is not to exceed
$28,000 . Contractor will provide City, on a monthly basis, copies of invoices sufficiently detailed
to include hours performed, hourly rates, and related activities and costs for approval by City.
3. Contractor will complete all work described in Exhibit "A" by December
31, 2008.
4. All other provisions of the Agreement, as may have been amended from
time to time, will remain in full force and effect.
5. All requisite insurance policies to be maintained by Contractor pursuant to
the Agreement, as may have been amended from time to time, will include coverage for this
Amendment.
City Attorney Approved Version #05.22.01
6. The individuals executing this Amendment and the instruments
referenced in it on behalf of Contractor each represent and warrant that they have the legal
power, right and actual authority to bind Contractor to the terms and conditions of this
Amendment.
CONTRACTOR
*By:
•By:
(sign here),//
(print name/trfle)
(e-mail address)
(sign here)
(print name/title)
(e-mail address)
CITY OF CA
ATTEST:
LORftAlNlE M. WOOD
City Clerk
'"7i,,*>*
If required by City, proper notarial acknowledgment of execution by contractor must be
attached. If a Corporation, Agreement must be signed by one corporate officer from each of the
following two groups.
"Group A.
Chairman,
President, or
Vice-President
*Group B.
Secretary,
Assistant Secretary,
CFO or Assistant Treasurer
Otherwise, the corporation must attach a resolution certified by the secretary or assistant
secretary under corporate seal empowering the officer(s) signing to bind the corporation.
APPROVED AS TO FORM:
RON BALL, City Attorney
Deputy City Attorney
City Attorney Approved Version #05.22.01
EXHIBIT "A"
SCOPE OF SERVICES AND FEE
Bennett Peji Design will create design templates to establish the Carlsbad City Library brand
identity by basing the designs on the new Carlsbad City Library Logo created by Bennett Peji
Design.
Bennett^ Peji Design will work directly with Jessica Padilla Bowen to prioritize projects below
and agree upon items to be designed prior to work beginning:
• Name badges
• General flier template
• Letterhead & mailing label for Carlsbad City Library, Georgina Cole Library and Library
Learning Center
• Literacy Services fold-over card
• Library Services Brochure (may be translated to Spanish-language version)
• Learning Center Brochure (will be translated)
• Learning Center Literacy Services
• Online database brochure
• Bi-monthly calendars (adult)
• Bi-monthly calendars (children's)
• Annual report
Total time line will be 2-7 months, with completion by end of 2008.
Total scope for this work: Not to exceed $16,000
Note: the original agreement compensation was not to exceed $12,000; therefore, total not to
exceed for this agreement is $28,000.
City Attorney Approved Version # 05.22.01
AGREEMENT FOR GRAPHIC DESIGN SERVICES
-fc—
THIS AGREEMENT is made and entered into as of the I % day of
206% , by and between the CITY OF CARLSBAD, a municipal
Ity"), and Bennett Peji Design, a California corporation ("Contractor").
RECITALS
City requires the professional services of a graphic designer who is experienced in logo/graphic
identity to redesign the Carlsbad City Library's existing logo. Contractor has the necessary
experience in providing these professional services, has submitted a proposal to City and has
affirmed its willingness and ability to perform such work.
NOW, THEREFORE, in consideration of these recitals and the mutual covenants
contained herein, City and Contractor agree as follows:
1. Scope of Work. City retains Contractor to perform, and Contractor agrees to render,
those services (the "Services") that are defined in Exhibit "A," attached and incorporated by this
reference in accordance with the terms and conditions set forth in this Agreement.
2. Term. This Agreement will be effective for a period of one year from the date first above
written. The agreement can be extended for two additional one-year terms with the consent of
both parties.
3. Compensation. The total fee payable for the Services to be performed will be not to
exceed twelve thousand dollars. No other compensation for the Services will be allowed except
for items covered by subsequent amendments to this Agreement. City reserves the right to
withhold a ten percent (10%) retention until City has accepted the work and/or the Services
specified in Exhibit "A."
4. Status of Contractor. Contractor will perform the Services as an independent contractor
and in pursuit of Contractor's independent calling, and not as an employee of City. Contractor
will be under the control of City only as to the results to be accomplished.
5. Ownership of Work(s). Excepting such items which are specifically identified by
Contractor as proprietary trade secrets, any and all sketches, drawings, tracings, field survey
notes, computations, detail, and other materials and documents (collectively "Work(s)")
prepared by Contractor in the performance of this Agreement shall be the property of City from
the moment of their preparation, and Contractor shall deliver such materials and documents to
City, upon request.
Contractor shall have the right to make duplicate copies of such materials and
documents for its own file or for other purposes the City may agree as to in writing.
6. Titles and Copyright Assignment. Contractor and City intend this to be an Agreement for
Services and each considers the deliverable product (Work) and results of the Services to be
rendered by Contractor hereunder to be a work made-for-hire. Contractor acknowledges and
agrees that the Work (and all rights therein, including, without limitation, copyright) belongs to
and shall be the sole and exclusive property of City.
If for any reason the Work would not be considered a work made-for-hire under
applicable law, Contractor does hereby sell, assign, and transfer to City, its successors and
assigns, the entire right, title and interest in and to the copyright in the Work and any
registrations and copyright applications relating thereto and any renewals and extensions
thereof, and in and to all works based upon, derived from, or incorporating the Work, and in and
to all income, royalties, damages, claims and payments now or hereafter due or payable with
respect thereto, and in and to all causes of action, either in law or in equity for past, present, or
future infringement based on the copyrights, and in and to all rights corresponding to the
foregoing throughout the world.
If the Work is one to which the provisions of 17 U.S.C. 106A apply, the Contractor
hereby waives and appoints City to assert on the Contractor's behalf the Contractor's moral
rights or any equivalent rights regarding the form or extent of any alteration to the Work
(including, without limitation, removal or destruction) or the making of any derivative works
based on the Work, including, without limitation, photographs, drawings or other visual
reproductions or the Work, in any medium, for City purposes.
Contractor agrees to execute all required documents and to perform such other proper
acts, as City may deem necessary to secure for City or its designee the rights herein assigned.
7. Indemnification for Intellectual Property Infringement. Contractor agrees to defend,
indemnify and hold harmless City, its elected officials, employees and agents from and against
any claim, action, proceeding, liability, loss, damage, cost or expense, including, without
limitation, reasonable attorneys' fees, as provided herein, arising out of any claim that the
Contractor's Works, products, services and/or deliverables, or any part of them, infringes upon
or otherwise violates any copyright, trade secret, trademark, service mark, patent, invention,
proprietary information, or other rights of any third party, or that City's use of them otherwise
violates this Section [collectively referred to for purposes of this Section as "Infringement
Claims(s)"], by paying all amounts that a court finally awards or that Contractor agrees to in
settlement of such Infringement Claim(s), as well as any and all expenses or charges arising
from such Infringement Claim(s), including reasonable attorneys' fees, as they are incurred by
City or any other party indemnified under this Section.
City also agrees that, if the use or operation of the Contractor's Works, products,
services and/or deliverables, or any part of them, becomes, or in Contractor's opinion is likely to
become, the subject of an Infringement Claim(s), City will permit Contractor, at Contractor's
option and expense for all associated costs, either to procure the right for City to continue to use
Contractor's Works, products, services and/or deliverables, or part thereof, or to replace or
modify them with another item of comparable quality and performance capabilities to become
non-infringing, provided such replacement or modification does not cause the product, services
and/or deliverables, or any part thereof, to fail to comply with any of the requirements of this
Agreement, including but not limited to, all functionality, technical specifications and
performance warranties.
In the event City's ongoing use of Contractor's Work's, products, services and/or
deliverables, or any part of them, is the subject of any act by a third party arising from an
Infringement Claim that would preclude or impair City's use of Contractor's Works, products,
services and/or deliverables (e.g., injunctive relief), or if City's continued use of them may
subject it to punitive damages or statutory penalties, City shall give written notice to Contractor
of such fact(s). Upon notice of such facts, Contractor shall procure the right for City to continue
to use the Works, products, services and/or deliverables, or part thereof, or replace or modify
the Works, products, services and/or deliverables of comparable quality and performance
capabilities to become non-infringing.
If Contractor fails to complete the remedial acts set forth above within forty-five (45)
calendar days of the date of the written notice from City, City shall have the right to take such
remedial acts it determines to be reasonable to mitigate any impairment of its use of
Contractor's Works, products, services and/or deliverables or damages (hereafter referred to as
"City's Remedial Acts"). Contractor shall indemnify City for all amounts paid and direct and
indirect costs associated with City's Remedial Acts. Failure by Contractor to pay such amounts
within ten (10) calendar days of invoice by City shall, in addition to and cumulative to all other
remedies, entitle City to immediately withhold payments due Contractor under this Agreement
up to the amount paid in connection with City's Remedial Acts.
8. Indemnification - General. Contractor agrees to indemnify and hold harmless the City
and its officers, officials, employees and volunteers from and against all claims, damages,
losses and expenses including attorneys fees arising out of the performance of the work
described herein caused in whole or in part by any willful misconduct or negligent act or
omission of the Contractor, any subcontractor, anyone directly or indirectly employed by any of
them or anyone for whose acts any of them may be liable.
The parties expressly agree that any payment, attorney's fee, costs or expense City
incurs or makes to or on behalf of an injured employee under the City's self-administered
workers' compensation is included as a loss, expense or cost for the purposes of this section,
and that this section will survive the expiration or early termination of this Agreement.
9. Insurance. Contractor will obtain and maintain policies of commercial general liability
insurance, automobile liability insurance, a combined policy of workers' compensation,
employers liability insurance, and professional liability insurance from an insurance company
authorized to transact the business of insurance in the State of California which has a current
rating in the Best's Key Rating guide of at least A-:V in an amount of not less than five hundred
thousand dollars ($500,000) each, unless otherwise authorized and approved by the City
Attorney or the City Manager. Contractor will obtain occurrence coverage, excluding
Professional Liability, which will be written as claims-made coverage. The insurance will be in
force during the life of this Agreement and will not be canceled without thirty (30) days prior
written notice to the City by certified mail. City will be named as an additional insured on
General and Automobile liability. Contractor will furnish certificates of insurance to the Contract
Department, with endorsements to City prior to City's execution of this Agreement.
10. Conflict of Interest. City will evaluate Contractor's duties pursuant to this Agreement to
determine whether disclosure under the Political Reform Act and City's Conflict of Interest Code
is required of Contractor or any of Contractor's employees, agents or subcontractors. Should it
be determined that disclosure is required, Contractor or Contractor's employees, agents, or
subcontractors will complete and file with the City Clerk those schedules specified by City and
contained in the Statement of Economic Interests Form 700.
11. Compliance With Laws. Contractor will comply with all applicable local, state and federal
laws and regulations prohibiting discrimination and harassment and will obtain and maintain a
City of Carlsbad Business License for the term of this Agreement.
12. Termination. City or Contractor may terminate this Agreement at any time after a
discussion, and written notice to the other party. City will pay Contractor's costs for services
delivered up to the time of termination, if the services have been delivered in accordance with
the Agreement.
13. Claims and Lawsuits. By signing this Agreement, Contractor agrees it may be subject to
civil penalties for the filing of false claims as set forth in the California False Claims Act,
Government Code sections 12650, et seq.. and Carlsbad Municipal Code Sections 3.32.025, et
seq. Contractor further acknowledges that debarment by another jurisdiction is grounds for the
City of Carlsbad to terminate this Agreement.
14. Venue and Jurisdiction. Contractor agrees and stipulates that the proper venue and
jurisdiction for resolution of any disputes between the parties arising out of this Agreement is the
State Superior Court, San Diego County, California.
15. Assignment. Contractor may assign neither this Agreement nor any part of it, nor any
monies due or to become due under it, without the prior written consent of City.
16. Amendments This Agreement may be amended by mutual consent of City and
Contractor. Any amendment will be in writing, signed by both parties, with a statement of
estimated changes in charges or time schedule.
17. Authority. The individuals executing this Agreement and the instruments referenced in it
on behalf of Contractor each represent and warrant that they have the legal power, right and
actual authority to bind Contractor to the terms and conditions of this Agreement.
CONTRACTOR
'By:
CITY
corpon
(Print name/title)
(e-mail address)
p
dre
(Sign here)
(Print name/title)
(e-mail address)
If required by City, proper notarial acknowledgment of execution by contractor must be attached. If a
Corporation. Agreement must be signed by one corporate officer from each of the following two groups.
*Group A. **Group B.
Chairman, Secretary,
President, or Assistant Secretary,
Vice-President CFO or Assistant Treasurer
Otherwise, the corporation must attach a resolution certified by the secretary or assistant
secretary under corporate seal empowering the officer(s) signing to bind the corporation.
APPROVED AS TO FORM:
RONALD R. BALL, City Attorney
)eputy City Attorney
EXHIBIT "A"
SCOPE OF SERVICES
Bennett Peji Design will provide digital graphic design applications that are necessary to
produce a logo that distinctly identifies Carlsbad City Library's services. Bennett Peji Design's
logo design will include:
• Vendor will work directly with the Carlsbad City Library's Logo Redesign Team to create
a Library logo that is compatible with the new City of Carlsbad logo.
• Vendor will take into consideration the essential brand elements (core values,
personality, goals and objectives) of the Carlsbad City Library.
• Vendor will discuss project history and define design application areas.
• Vendor will provide a minimum of 10 unique rough design layouts, two revisions.
Includes full-color, black & white, reverse, vector and jpegs versions of the final
logo/mark chosen.
• Also included will be layouts of the final logo chosen with the words "Carlsbad City
Library" in both English and Spanish, "Carlsbad City Library Learning Center" in both
English and Spanish, and "Carlsbad City Library Georgina Cole Library."
• Total time line will be 7-12 weeks
Total scope for this work: $12,000