Articulate Solutions - Discover Gilroy/Wayfinding Sign Agreement
AGREEMENT FOR SERVICES
This AGREEMENT made this 1 st day of July, between:
CITY:
City of Gilroy, having a principal place of business at
7351 Rosanna Street, Gilroy, California
and CONSULTANT: Articulate Solutions, Inc., having a principal place of business at
65 Fifth Street, Gilroy, CA, 95020.
ARTICLE 1. TERM OF AGREEMENT
This Agreement will become effective on July 1, 2010 and will continue in effect through
December 31, 2010 unless terminated in accordance with the provisions of Article 7 of this
Agreement.
ARTICLE 2. INDEPENDENT CONTRACTOR STATUS
It is the express intention of the parties that CONSULTANT is an independent contractor and not
an employee, agent, joint venturer or partner of CITY. Nothing in this Agreement shall be
. interpreted or construed as creating or establishing the relationship of employer and employee
between CITY and CONSULTANT or any employee or agent of CONSULTANT. Both parties
acknowledge that CONSULTANT is not an employee for state or federal tax purposes.
CONSULTANT shall not be entitled to any of the rights or benefits afforded to CITY'S
employees, including, without limitation, disability or unemployment insurance, workers'
compensation, medical insurance, sick leave, retirement benefits or any other employment
benefits. CONSULTANT shall retain the right to perform services for others during the term of
this Agreement.
ARTICLE 3. SERVICES TO BE PERFORMED BY CONSULTANT
A. Specific Services
CONSULTANT agrees to: Perform the services as outlined in Exhibit "A" ("Specific
Provisions") and Exhibit "B" ("Scope of Services"), within the time periods described in
Exhibit "C" ("Milestone Schedule").
B. Method of Performing Services
CONSULTANT shall determine the method, details and means of performing the above-
described services. CITY shall have no right to, and shall not, control the manner or determine
the method of accomplishing CONSULTANT'S services.
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C. Employment of Assistants
CONSULTANT may, at the CONSULT ANT'S own expense, employ such assistants as
CONSULTANT deems necessary to perform the services required of CONSULTANT by this
Agreement, subject to the prohibition against assignment and subcontracting contained in
Article 5 below. CITY may not control, direct, or supervise CONSULTANT'S assistants in the
performance of those services. CONSULTANT assumes full and sole responsibility for the
payment of all compensation and expenses of these assistants and for all state and federal income
tax, unemployment insurance, Social Security, disability insurance and other applicable
withholding.
D. Place of Work
CONSULTANT shall perform the services required by this Agreement at any place or location
and at such times as CONSULTANT shall determine is necessary to properly and timely perform
CONSULTANT'S services.
ARTICLE 4. COMPENSATION
A. Consideration
In consideration for the services to be performed by CONSULTANT, CITY agrees to pay
CONSULTANT the amounts set forth in Exhibit "D" ("Payment Schedule"). In no event
however shall the total compensation paid to CONSULTANT exceed $18,300.00 without the
advanced approval by the CITY.
B. Invoices
CONSULTANT shall submit invoices for all services rendered.
C. Payment
Payment shall be due according to the payment schedule set forth in Exhibit "D". No payment
will be made unless CONSULTANT has first provided City with a written receipt of invoice
describing the work performed and any approved direct expenses (as provided for in
Exhibit "A", Section IV) incurred during the preceding period. If CITY objects to all or any
portion of any invoice, CITY shall notify CONSULTANT of the objection within thirty (30)
days from receipt of the invoice, give reasons for the objection, and pay that portioQ. of the
invoice not in dispute. It shall not constitute a default or breach of this Agreement for CITY not
to pay any invoiced amounts to which it has objected until the objection has been resolved by
mutual agreement of the parties.
D. Expenses
CONSULTANT shall be responsible for all costs and expenses incident to the performance of
services for CITY, including but not limited to, all costs of equipment used or provided by
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CONSULTANT, all fees, fines, licenses, bonds or taxes required of or imposed against
CONSULTANT and all other of CONSULTANT'S costs of doing business. CITY shall not be
responsible for any expenses incurred by CONSULTANT in performing services for CITY,
except for those expenses constituting "direct expenses" referenced on Exhibit "A."
ARTICLE 5. OBLIGATIONS OF CONSULTANT
A. Tools and Instrumentalities
CONSULTANT shall supply all tools and instrumentalities required to perform the services
under this Agreement at its sole cost and expense. CONSULTANT is not required to purchase
or rent any tools, equipment or services from CITY.
B. Workers' Compensation
CONSULTANT agrees to provide workers' compensation insurance for CONSULTANT'S
employees and agents and agrees to hold harmless, defend with counsel acceptable to CITY and
indemnify CITY, its officers, representatives, agents and employees from and against any and all
claims, suits, damages, costs, fees, demands, causes of action, losses, liabilities and expenses,
including without limitation reasonable attorneys' fees, arising out of any injury, disability, or
death of any of CONSULTANT'S employees.
C. Intentionally not used
D. Insurance
In addition to any other obligations under this Agreement, CONSULTANT shall, at no cost to
CITY, obtain and maintain throughout the term of this Agreement: (a) Commercial Liability
Insurance, including coverage for owned and non-owned automobiles, with a minimum
combined single limit coverage of $1,000,000 per occurrence for all damages due to bodily
injury, sickness or disease, or death to any person, and damage to property, including the loss of
use thereof. As a condition precedent to CITY'S obligations under this Agreement,
CONSULTANT shall furnish evidence of such coverage (naming CITY, its officers and
employees as additional insureds on the Comprehensive Liability insurance policy referred to in
(a) immediately above) and requiring thirty (30) days written notice of policy lapse or
cancellation, or of a material change in policy terms.
E. Assignment
Notwithstanding any other provision of this Agreement, neither this Agreement nor any duties or
obligations of CONSULTANT under this Agreement may be assigned or subcontracted by
CONSULTANT without the prior written consent of CITY, which CITY may withhold in its
sole and absolute discretion.
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F. State and Federal Taxes
As CONSULTANT is not CITY'S employee, CONSULTANT shall be responsible for paying
all required state and federal taxes. Without limiting the foregoing, CONSULTANT
acknowledges and agrees that:
. CITY will not withhold FICA (Social Security) from CONSULTANT'S
payments;
. CITY will not make state or federal unemployment insurance contributions on
CONSULTANT'S behalf;
. CITY will not withhold state or federal income tax from payment to
CONSULTANT;
. CITY will not make disability insurance contributions on behalf of
CONSULTANT;
. CITY will not obtain workers' compensation insurance on behalf of
CONSULTANT.
ARTICLE 6. OBLIGATIONS OF CITY
A. Cooperation of City
CITY agrees to respond to all reasonable requests of CONSULTANT and provide access, at
reasonable times following receipt by CITY of reasonable notice, to all documents reasonably
necessary to the performance of CONSULTANT'S duties under this Agreement.
B. Assignment
CITY may assign this Agreement or any duties or obligations thereunder to a successor
governmental entity without the consent of CONSULTANT. Such assignment shall not release
CONSULTANT from any of CONSULTANT'S duties or obligations under this Agreement.
ARTICLE 7. TERMINATION OF AGREEMENT
A. Sale of Consultant's Business/ Death of Consultant.
CONSULTANT shall notify CITY of the proposed sale of CONSULTANT's business no later
than thirty (30) days prior to any such sale. CITY shall have the option of ternlinating this
Agreement within thirty (30) days after receiving such notice of sale. Any such CITY
tern1ination pursuant to this Article 7.A shall be in writing and sent to the address for notices to
CONSULTANT set forth in Exhibit A, Subsection V.H., no later than thirty (30) days after
CITY' receipt of such notice of sale.
If CONSULTANT is an individual, this Agreement shall be deemed automatically terminated
upon death of CONSULTANT.
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B. Termination by City for Default of Consultant
Should CONSULTANT default in the performance of this Agreement or materially breach any
of its provisions, CITY, at CITY'S option, may terminate this Agreement by giving written
notification to CONSULTANT. For the purposes of this section, material breach of this
Agreement shall include, but not be limited to the following:
I. CONSULTANT'S failure to professionally and/or timely perfonn any of the
services contemplated by this Agreement.
2. CONSULTANT'S breach of any of its representations, warranties or covenants
contained in this Agreement.
CONSULTANT shall be entitled to payment only for work completed in accordance with the
terms of this Agreement through the date of the termination notice, as reasonably determined by
CITY, provided that such payment shall not exceed the amounts set forth in this Agreement for
the tasks described on Exhibit C" which have been fully, competently and timely rendered by
CONSULTANT. Notwithstanding the foregoing, if CITY terminates this Agreement due to
CONSULTANT'S default in the performance of this Agreement or material breach by
CONSULTANT of any of its provisions, then in addition to any other rights and remedies CITY
may have, CONSULTANT shall reimburse CITY, within ten (10) days after demand, for any
and all costs and expenses incurred by CITY in order to complete the tasks constituting the scope
of work as described in this Agreement, to the extent such costs and expenses exceed the
amounts CITY would have been obligated to pay CONSULTANT for the performance of that
task pursuant to this Agreement.
C. Termination for Failure to Make Agreed-Upon Payments
Should CITY fail to pay CONSULT ANT all or any part of the compensation set forth in Article
4 of this Agreement on the date due, then if and only if such nonpayment constitutes a default
under this Agreement, CONSULTANT, at the CONSULTANT'S option, may terminate this
Agreement if such default is not remedied by CITY within thirty (30) days after demand for such
payment is given by CONSULTANT to CITY.
D. Transition after Termination
Upon termination, CONSULTANT shall immediately stop work, unless cessation could
potentially cause any damage or harm to person or property, in which case CONSULTANT shall
cease such work as soon as it is safe to do so. CONSULTANT shall incur no further expenses in
connection with this Agreement. CONSULTANT shall promptly deliver to CITY all work done
toward completion of the services required hereunder, and shall act in such a manner as to
facilitate any the assumption of CONSULTANT's duties by any new consultant hired by the
CITY to complete such services.
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ARTICLE 8. GENERAL PROVISIONS
A. Amendment & Modification
No amendments, modifications, alterations or changes to the terms of this Agreement shall be
effective unless and until made in a writing signed by both parties hereto.
B. Americans with Disabilities Act of 1990
Throughout the term of this Agreement, the CONSULTANT shall comply fully with all
applicable provisions of the Americans with Disabilities Act of 1990 ("the Act") in its current
form and as it may be amended from time to time. CONSULTANT shall also require such
compliance of all subcontractors performing work under this Agreement, subject to the
prohibition against assignment and subcontracting contained in Article 5 above. The
CONSULTANT shall defend with counsel acceptable to CITY, indemnify and hold harmless the
CITY OF GILROY, its officers, employees, agents and representatives from and against all suits,
claims, demands, damages, costs, causes of action, losses, liabilities, expenses and fees,
including without limitation reasonable attorneys' fees, that may arise out of any violations of
the Act by the CONSULTANT, its subcontractors, or the officers, employees, agents or
representatives of either.
C. Attorneys' Fees
If any action at law or in equity, including an action for declaratory relief, is brought to enforce
or interpret the provisions of this Agreement, the prevailing party will be entitled to reasonable
attorneys' fees, which may be set by the court in the same action or in a separate action brought
for that purpose, in addition to any other relief to which that party may be entitled.
D. Captions
The captions and headings of the various sections, paragraphs and subparagraphs of the
Agreement are for convenience only and shall not be considered nor referred to for resolving
questions of interpretation.
E. Compliance with Laws
The CONSULTANT shall keep itself informed of all State and National laws and all municipal
ordinances and regulations of the CITY which in any manner affect those engaged or employed
in the work, or the materials used in the work, or which in any way affect the conduct of the
work, and of all such orders and decrees of bodies or tribunals having any jurisdiction or
authority over the same. Without limiting the foregoing, CONSULTANT agrees to observe the
provisions of the Municipal Code of the CITY OF GILROY, obligating every contractor or
subcontractor under a contract or subcontract to the CITY OF GILROY for public works or for
goods or services to refrain from discriminatory employment or subcontracting practices on the
basis of the race, color, sex, religious creed, national origin, ancestry of any employee, applicant
for employment, or any potential subcontractor.
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F. Conflict of Interest
CONSULTANT certifies that to the best of its knowledge, no CITY employee or office of any
public agency interested in this Agreement has any pecuniary interest in the business of
CONSULTANT and that no person associated with CONSULTANT has any interest that would
constitute a conflict of interest in any manner or degree as to the execution or performance of
this Agreement.
G. Entire Agreement
This Agreement supersedes any and all prior agreements, whether oral or written, between the
parties hereto with respect to the rendering of services by CONSULTANT for CITY and
contains all the covenants and agreements between the parties with respect to the rendering of
such services in any manner whatsoever. Each party to this Agreement acknowledges that no
representations, inducements, promises or agreements, orally or otherwise, have been made by
any party, or anyone acting on behalf of any party, which are not embodied herein, and that no
other agreement, statement or promise not contained in this Agreement shall be valid or binding.
No other agreements or conversation with any officer, agent or employee of CITY prior to
execution of this Agreement shall affect or modify any of the terms or obligations contained in
any documents comprising this Agreement. Such other agreements or conversations shall be
considered as unofficial information and in no way binding upon CITY.
H. Governing Law
This Agreement will be governed by and construed in accordance with the laws of the State of
California.
I. Notices
Any notice to be given hereunder by either party to the other may be effected either by personal
delivery in writing or by mail, registered or certified, postage prepaid with return receipt
requested. Mailed notices shall be addressed to the parties at the addresses appearing in
Exhibit "A", Section V.H. but each party may change the address by written notice in
accordance with this paragraph. Notices delivered personally will be deemed delivered as of
actual receipt; mailed notices will be deemed delivered as ofthree (3) days after mailing.
J. Partial Invalidity
If any provision in this Agreement is held by a court of competent jurisdiction to be invalid, void
or unenforceable, the remaining provisions will nevertheless continue in full force without being
impaired or invalidated in any way.
K. Time of the Essence
All dates and times referred to in this Agreement are of the essence.
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L. Waiver
CONSULTANT agrees that waiver by CITY of anyone or more of the conditions of
performance under this Agreement shall not be construed as waiver(s) of any other condition of
performance under this Agreement.
Executed at Gilroy, California, on the date and year first above written.
CONSULTANT:
CITY:
~
By:
Name: Kathe' e ihce
Title: Creative Director/CEO
By:
Name:
Title:
ARTICULATE SOLUTIONS, INC.
Social Security or Taxpayer
Identification Number 20-4504985
Approved as to Form
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City Attorney
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EXHIBIT "A"
SPECIFIC PROVISIONS
I. PROJECT MANAGER
CONSULTANT shall provide the services indicated on the attached Exhibit "B", Scope of
Services ("Services"). (All exhibits referenced are incorporated herein by reference.) To
accomplish that end, CONSULT ANT agrees to assign Katherine Filice, who will act in the
capacity of Project Manager, and who will personally direct such Services.
Except as may be specified elsewhere in this Agreement, CONSULTANT shall furnish all
technical and professional services including labor, material, equipment, transportation,
supervision and expertise to perform all operations necessary and required to complete the
Services in accordance with the terms of this Agreement.
II. NOTICE TO PROCEED/COMPLETION OF SERVICE
A. NOTICE TO PROCEED
CONSULTANT shall commence the Services upon delivery to CONSULT ANT of a written
"Notice to Proceed", which Notice to Proceed shall be in the form of a written communication
from designated City contact person(s). Notice to Proceed may be in the form of e-mail, fax or
letter authorizing commencement of the Services. For purposes of this Agreement, Thomas J.
Haglund shall be the designated City contact person(s). Notice to Proceed shall be deemed to
have been delivered upon actual receipt by CONSULTANT or if otherwise delivered as provided
in the Section V.H. ("Notices") of this Exhibit "A".
B. COMPLETION OF SERVICES
When CITY determines that CONSULT ANT has completed all of the Services in accordance
with the terms of this Agreement, CITY shall give CONSULTANT written Notice of Final
Acceptance, and CONSULTANT shall not incur any further costs hereunder. CONSULTANT
may request this determination of completion when, in its opinion, it has completed all of the
Services as required by the terms of this Agreement and, if so requested, CITY shall make this
determination within two (2) weeks of such request, or if CITY determines that CONSULTANT
has not completed all of such Services as required by this Agreement, CITY shall so inform
CONSULTANT within this two (2) week period.
III. PROGRESS SCHEDULE
The schedule for performance and completion of the Services will be as set forth in the attached
Exhibit "C".
IV. PAYMENT OF FEES AND DIRECT EXPENSES
Payments shall be made to CONSULTANT as provided for in Article 4 of this Agreement.
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Direct expenses are charges and fees not included in Exhibit "B". CITY shall be obligated to
pay only for those direct expenses which have been previously approved in writing by CITY.
CONSULTANT shall obtain written approval from CITY prior to incurring or billing of direct
expenses.
Copies of pertinent financial records, including invoices, will be included with the submission of
billing(s) for all direct expenses.
V. OTHER PROVISIONS
A. STANDARD OF WORKMANSHIP
CONSULTANT represents and warrants that it has the qualifications, skills and licenses
necessary to perform the Services, and its duties and obligations, expressed and implied,
contained herein, and CITY expressly relies upon CONSULTANT'S representations and
warranties regarding its skills, qualifications and licenses. CONSULTANT shall perform such
Services and duties in conformance to and consistent with the standards generally recognized as
being employed by professionals in the same discipline in the State of California.
Any plans, designs, specifications, estimates, calculations, reports and other documents furnished
under this Agreement shall be of a quality acceptable to CITY. The minimum criteria for
acceptance shall be a product of neat appearance, well-organized, technically and grammatically
correct, checked and having the maker and checker identified. The minimum standard of
appearance, organization and content of the drawings shall be that used by CITY for similar
purposes.
B. RESPONSIBILITY OF CONSULTANT
CONSULTANT shall be responsible for the professional quality, technical accuracy, and the
coordination of the Services furnished by it under this Agreement. CONSULTANT shall not be
responsible for the accuracy of any project or technical information provided by the CITY. The
CITY'S review, acceptance or payment for any of the Services shall not be construed to operate
as a waiver of any rights under this Agreement or of any cause of action arising out of the
performance of this Agreement, and CONSULTANT shall be and remain liable to CITY in
accordance with applicable law for all damages to CITY caused by CONSULTANT'S negligent
performance of any of the services furnished under this Agreement.
C. RIGHT OF CITY TO INSPECT RECORDS OF CONSULTANT
CITY, through its authorized employees, representatives or agents, shall have the right, at any
and all reasonable times, to audit the books and records (including, but not limited to, invoices,
vouchers, canceled checks, time cards, etc.) of CONSULT ANT for the purpose of verifying any
and all charges made by CONSULTANT in connection with this Agreement. CONSULTANT
shall maintain for a minimum period of three (3) years (from the date of final payment to
CONSULTANT), or for any longer period required by law, sufficient books and records in
accordance with standard California accounting practices to establish the correctness of all
charges submitted to CITY by CONSULTANT, all of which shall be made available to CITY at
the CITY's offices within five (5) business days after CITY's request.
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D. CONFIDENTIALITY OF MATERIAL
All ideas, memoranda, specifications, plans, manufacturing procedures, data (including, but not
limited to, computer data and source code), drawings, descriptions, documents, discussions or
other information developed or received by or for CONSULTANT and all other written and oral
information developed or received by or for CONSULTANT and all other written and oral
information submitted to CONSULTANT in connection with the performance of this Agreement
shall be held confidential by CONSULTANT and shall not, without the prior written consent of
CITY, be used for any purposes other than the performance of the Services, nor be disclosed to
an entity not connected with the performance of the such Services. Nothing furnished to
CONSULTANT which is otherwise known to CONSULTANT or is or becomes generally
known to the related industry (other than that which becomes generally known as the result of
CONSULTANT'S disclosure thereof) shall be deemed confidential. CONSULTANT shall not
use CITY'S name or insignia, or distribute publicity pertaining to the services rendered under
this Agreement in any magazine, trade paper, newspaper or other medium without the express
written consent of CITY.
E. NO PLEDGING OF CITY'S CREDIT.
Under no circumstances shall CONSULTANT have the authority or power to pledge the credit
of CITY or incur any obligation in the name of CITY.
F. OWNERSHIP OF MATERIAL.
All material including, but not limited to, computer information, data and source code, sketches,
tracings, drawings, plans, diagrams, quantities, estimates, specifications, proposals, tests, maps,
calculations, photographs, reports and other material developed, collected, prepared (or caused to
be prepared) under this Agreement shall be the property of CITY, but CONSULTANT may
retain and use copies thereof subject to Section V.D of this Exhibit "A".
CITY shall not be limited in any way in its use of said material at any time for any work,
whether or not associated with the City project for which the Services are performed. However,
CONSULTANT shall not be responsible for, and City shall indemnify CONSULTANT from,
damages resulting from the use of said material for work other than PROJECT, including, but
not limited to, the release of this material to third parties for work other than on PROJECT.
G. NO THIRD PARTY BENEFICIARY.
This Agreement shall not be construed or deemed to be an agreement for the benefit of any third
party or parties, and no third party or parties shall have any claim or right of action hereunder for
any cause whatsoever.
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H. NOTICES.
Notices are to be sent as follows:
CITY:
Thomas J. Haglund
City of Gilroy
7351 Rosanna Street
Gilroy, CA 95020
CONSULTANT:
Articulate Solutions, Inc.
Attn: Katherine Filice
65 Fifth Street
Gilroy, CA 95020
I. FEDERAL FUNDING REQUIREMENTS.
D If the box to the left of this sentence is checked, this Agreement involves federal
funding and the requirements ofthis Section V.J. apply.
IZI If the box to the left of this sentence is checked, this Agreement does not involve
federal funding and the requirements of this Section V.J. do not apply.
I. DBE Program
CONSULTANT shall comply with the requirements of Title 49, Part 26, Code of Federal
Regulations (49 CFR 26) and the City-adopted Disadvantaged Business Enterprise programs.
2. Cost Principles
Federal Acquisition Regulations in Title 48, CFR 31, shall be used to determine the allowable
cost for individual items.
3. Covenant against Contingent Fees
The CONSULTANT warrants that he/she has not employed or retained any company or person,
other than a bona fide employee working for the CONSULT ANT, to solicit or secure this
Agreement, and that he/she has not paid or agreed to pay any company or person, other than a
bona fide employee, any fee, commission, percentage, brokerage fee, gift or any other
consideration, contingent upon or resulting from the award or formation of this Agreement. For
breach or violation of this warranty, the Local Agency shall have the right to annul this
Agreement without liability or, at its discretion, to deduct from the agreement price or
consideration, or otherwise recover, the full amount of such fee, commission, percentage,
brokerage fee, gift or contingent fee.
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EXHIBIT "B"
SCOPE OF SERVICES
Project I
The City of Gilroy desires to build on its "sense of community", the key positive outcome of the
branding study/community logo project, by embarking on a new 'Discover Gilroy I Building
Community' campaign. Goals of the campaign include communicating to residents, businesses
and government the importance of thinking, acting and shopping locally, as well as establishing
the City of Gilroy as a desirable place to do business. As the entire community is impacted by
the economic flow of tax dollars, city services, housing and local jobs, this proposal involves
identifying a symbiotic, multi-pronged approach towards creating opportunities which provide
public education in the areas of supporting local businesses.
Specifically, this campaign will focus on promoting the City of Gilroy to three broad segments:
· Entrepreneurs I Attracting new business development
· Current Residents I Promoting community pride
. Potential customers I Encouraging tourism
Outreach to appropriate community organizations, including the Economic Development
Corporation, Visitors Bureau, Chamber of Commerce, City of Gilroy personnel, and Gilroy
Downtown Business Association, to establish goals and quantitative measurement objectives
for the marketing campaign. Outreach to be accomplished through email surveys, focus groups,
and one-on-one interviews as needed. As the Visitors Bureau Board represents a cross-section
of current retail and business establishments, it will be a primary focus for additional outreach.
Research may also involve the areas of community building, identifying business target
markets, cultural issues pertaining to hispanic-owned businesses, development of customer
service training and certification programs, and long-term sustainability factors.
Develop the strategy and comprehensive marketing plan that will be the framework for the
future 'Discover Gilroy' campaign for each of the three target markets. Campaign messages to
incorporate environmental stewardship as an underlying theme. At culmination of research
activities, a creative theme will be established for the campaign. Campaign strategy to focus on
educating residents and businesses to think and act on shopping locally, as well as educating
businesses on providing the services necessary to attract and keep local customers. A
comprehensive strategic annualized marketing plan and budget will be developed for various
media, such as print, internet or direct mail.
Proposal Deliverables:
Research Findings Report
Campaign Creative Theme
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Strategic Annualized Marketing Plan/Proposed Marketing Budget for Plan Implementation
This is a time and materials estimate for services, based on the scope of work provided. This
estimate can vary based on actual circumstances including client directed changes. Your actual
charges may be less than estimated. We will not exceed this estimate without your approval. At
each step in the process, we will actively monitor your budget and communicate current status
and any variance of concern. Actual creative design and implementation costs are not included
in this proposal. Articulate Solutions is available to assist in the implementation of marketing
plan activities, such as ad designs and mailings. Work requests which are not in the original
scope provided, will be billed additionally at our standard hourly rate.
Project II
Coordinate with City of Gilroy engineering staff, outside engineering services and sign
production vendors on the production and installation of the wayfinding system developed and
designed in Phases 1 and 2 of the City of Gilroy Wayfinding Project.
May include:
· redesign of signs for production or placement issues,
· further analysis of sign types and locations,
· development of sign mockups,
· revision of signs to meet current state highway traffic sign standards, and
. other implementation issues that arise during installation.
We estimate the total project not to exceed 80 hours total, or $10,800; however, client will be
billed for actual time and materials incurred in completion of the project, with the advanced
approval by the City of Gilroy.
Articulate Solutions Inc. will serve in the capacity as a professional service provider with the sole
responsibility of designing the graphical look and feel of the components as well as coordination
activities. All engineering tasks such as those related to placement and safety of structures, etc.
are the responsibility of the City and or their designees.
estimate
This estimate can vary based on actual circumstances including client directed changes. At
each step in the process, we will actively monitor your budget and communicate current status
and any variance of concern.
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EXHIBIT "C"
MILESTONE SCHEDULE
Project I Timeline: Approximately 100 days
Project II Timeline: 80 Hours
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EXHIBIT "D"
PAYMENT SCHEDULE
HOURLY RATE SCHEDULE
Art Direction (OR 10% of Designer II Billable) 195.00 Senior Staff
Graphic Design and Layout 85.00 Designer I 105.00 Designer II 135.00 Designer,
Senior
Website Coding, Maintenance 85.00 Designer I 105.00
Website Maintenance Training 85,00 Designer I 135.00
Technical, Press Release and Copy Writing85.00 Writer II
Digital/Traditionallllustration and Imaging 105.00 Illustrator II
Project Management 85.00 Staff 120.00
Budget Development 85.00 Staff 125.00
Travel Time and Related 65.00 Staff 85.00
Mechanical Prep 65.00 Staff
Administrative 55.00 Staff
Designer, Senior
Designer, Senior
155.00Writer, Senior
175.001Ilustrator, Senior
Senior Staff
Senior Staff
Senior Staff
75.00 Senior Admin
IVPAPP1764446.2
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-1-
ACORDN CERTIFICATE OF LIABILITY INSURANCE OP 10 1~ DATE (MMIDDNYYY)
ARTIC-l 09/16/10
,PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATlm
Pacific Diversified Insurance ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE
Gilroy Office HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR
9015 Murray Avenue #110 ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW
Gilroy CA 95020
Phone: 408-842-2131 Fax: 408-842-0867 INSURERS AFFORDING COVERAGE NAIC#
INSURED INSURER A: American Economy Insurance Co.
INSURER B: Republic Indemnity Co. of Ca
~ticulate Solutions, Inc INSURER C:
C 0 Katherine Filice
6 Fifth sts Ste 100 INSURER D:
Gilroy CA 9 020
INSURER E:
COVERAGES
THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING
ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR
MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH
POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
LTR NSR[ TYPE OF INSURANCE POLICY NUMBER PD<i~frrJ~rJ&J~E Pgkt~Y(~~b~~~~N LIMITS
GENERAL LIABILITY EACH OCCURRENCE $ 1000000
~
A X X COMMERCIAL GENERAL LIABILITY 02B0914543-0 06/11/10 06/11/11 PREMISES (E~~~~~~nce) $ 1000000
I CLAIMS MADE ~ OCCUR MED EXP (Anyone person) $ 10000
PERSONAL & ADV INJURY $ INCLUDED
~
GENERAL AGGREGATE $ 2000000
~
GEN'L AGGREGATE LIMIT APPLIES PER PRODUCTS. COMP/OP AGG $ INCLUDED
Xl nPRO. n
X POLICY JECT LOC
AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT
~ $
ANY AUTO (Ea accident)
-
ALL OWNED AUTOS BODILY INJURY
- $
SCHEDULED AUTOS (Per person)
-
HIRED AUTOS BODILY INJURY
f-- $
NON-OWNED AUTOS (Per accident)
f--
f-- PROPERTY DAMAGE $
(Per accident)
GARAGE LIABILITY AUTO ONLY - EA ACCIDENT $
==] ANY AUTO OTHER THAN EA ACC $
AUTO ONLY: AGG $
EXCESS/UMBRELLA LIABILITY EACH OCCURRENCE $
~ OCCUR D CLAIMS MADE AGGREGATE $
$
==] DEDUCTIBLE $
RETENTION $ $
WORKERS COMPENSATION AND X I TORY LIMITS I IU1H-
ER
B EMPLOYERS' LIABILITY 16886105 04/01/10 04/01/11 $ 1000000
ANY PROPRIETOR/PARTNER/EXECUTIVE E.L. EACH ACCIDENT
OFFICER/MEMBER EXCLUDED? EL DISEASE - EA EMPLOYEE $ 1000000
If yes, describe under EL DISEASE - POLICY LIMIT $ 1000000
SPECIAL PROVISIONS below
OTHER
DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES / EXCLUSIONS ADDED BY ENDORSEMENT / SPECIAL PROVISIONS
Desktop Publishing & Marketing; The City, its elected officials, officers,
employees, agents and representatives are named as additional insureds.
CERTIFICATE HOLDER
CANCELLATION
The City of Gilroy
7351 Rossanna Street
Gilroy CA 95020
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION
DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL ~ DAYS WRITTEN
NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO DO SO SHALL
IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER, ITS AGENTS OR
ACORD 25 (2001/08)
@ACORD CORPORATION 19
COMMERCIAL GENERAL LIABILITY
POLICY NUMBER: 02B0914543-0
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
ADDITIONAL INSURED-OWNERS, LESSEES OR
CONTRACTORS - SCHEDULED PERSON OR ORGANIZATION
This endorsement modifies insurance provided under the following:
COMMERCIAL GENERAL LIABILITY COVERAGE PART.
SCHEDULE
Name of Person or Organization:
The City of Gilroy, its elected officials, officers, employees, agents and representatives.
(If no entry appears above, information required to complete this endorsement will be
shown in the Declarations as applicable to this endorsement.)
WHO IS AN INSURED (Section II) is amended to include as an insured the person or
organization shown in the Schedule, but only with respect to the liability arising out of
your ongoing operations performed for that insured.
CG 20 10 03 97
Republic
Indemnitv
_~ Republic Indemnity Company of America
~_._--
Company No: 19739
WC000001 A
WORKERS' COMPENSATION AND EMPLOYERS' LIABILITY POLICY
INFORMATION PAGE
Policy Nwnber: 168861-05
New Policy
Producer:
PACIFIC DIVERSIFIED INSURANCE-VPH
1. Name and mailing address of the Insured:
ARTICULATE SOLUTIONS, INC. (A CORP)
65 5TH ST STE 100
GILROY CA 95020-5767
FEIN: 82-0587614
Other workplaces not shown above:
Insured is: corporation
2. The policy period is from
April 01, 2010
To
April 01, 2011
12:01 a.m. standard time at the insured's mailing address.
3. A. Workers' Compensation Insurance: Part One ofthe policy applies to the Workers' Compensation Law of the states listed here:
CA
B. Employers' Liability Insurance: Part Two ofthe policy applies to work in each state listed in it",m 3A. The limits of our liahility \md",r Part Two are:
Bodily Inju1Y hy A..,dd",nt
Bodily Inju1Y by Dis.:as",
Bodily Inju1Y by Dis",as",
$1,000,000
$1,000,000
$1,000,000
",ach accident
each ",mployee
polk,y limit
C. Oth",r Stat",s Insuranet:: Part lhre", applies to the stat",s. if any, list",d here:
None
D. This policy includes th",se endorsements and schedules:
1.WC000422A, 2.WC203, 3.WC300B, 4.WC040360A, 5.WC320, 6.WC701, 7.WC040601A
4. The premium for this policy will he det",rmin",d by our Manual of Rules, Classitications, Rates and Rating Plans. All intbnnation required below is subject
to veritication and chang'" by audit.
Premhun Basis
Cod", Total Estimat",d Rate Per $100 Estimated Annual
No. Classitkation Annual R",mun",rdtion ofR",munemtion Premium
8810 (1) CLERICAL OFFICE EMPLOYEES--N.O.C. $120,000 $0.56 $672
8742(1) SALESPERSONS--OUTSIDE. It Any $0.67 $0
Total Manual Premium $672
Total Adjusted State Act Premiwn '672
9740 Terrorism '36
CA Surcharge (CIGA Surcharge) 2.0000000% $21
OlR User Fund",d Assessments $28
Deposit $622 + Assessment $49 -Total $671 Minimum $1,000 Total Estimated $1,036
Premium Premhun Annual Premium
If indicated, interim adjustm",nts ofpremhun shall be made: Semi-Annual Non-participating --
Code Number: 0004008255 12L Countersigned by: ~&. ~ ~ Ad~ )
. -0 -
Producmg Otnce: San FranC1SCO -12
Oat",: April 06, 2010
Form No.
WCOII
10/93
DIRECT BILL
Rf 1004P
Insured Copy