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HomeMy WebLinkAbout000094 Original ContractCity of Port Angeles Record #000094 AGREEMENT FOR PROFESSIONALStrcviuts nr BETWEEN THE 1 THE CITY OF PORT ANGELES AND LAUREL BLACK DESIGN, INC. RELATING TO: Establishing a Buy Local Campaign Design THIS AGREEMENT is made and entered into this day of 2011, by and between THE CITY OF PORT ANGELES, a non charter code city of the State of Washington, (hereinafter called the "CITY and Laurel Black Design, Inc. a Washington Corporation (hereinafter called the "CONSULTANT WHEREAS, the CITY desires to engage the professional services of a qualified firm to perform the scope of work as detailed in Exhibit A, and WHEREAS, the Scope of Work associated with this agreement will be to provide a creative brief, design concepts, concept review, final logo and other tasks as assigned for the Choose Local Committee; and WHEREAS, all materials and services associated with this program will be provided by local businesses; and WHEREAS, the Laurel black Design represents that it will provide qualified personnel and appropriate facilities necessary to accomplish the work; NOW, THEREFORE, in consideration of the above representations and the terms, conditions, covenants, and agreements set forth below, the parties hereto agree as follows: I SCOPE OF WORK Scope of Consultant's Obligations The intent of this Agreement is that the CONSULTANT shall complete, to the satisfaction of the City, planning and design of logo creation and related work, with a program to promote a Buy Local Campaign more particularly described in the attached Exhibit A. The CITY may review the CONSULTANT'S work product, and if it is not satisfactory, the CONSULTANT shall make such changes as may be required by the CITY. Such changes shall not constitute "Extra Work" as related in Section XII of this Agreement. The CONSULTANT agrees that all services performed under this Agreement shall be in accordance with the professional standards and requirements of its profession and in compliance with applicable federal, state and local laws. Performance by the CONSULTANT This Agreement requires the Consultant to perform the following: Attached on Exhibit "A Scope of Work. Laurel Black Design Professional Services Agreement doc Page 1 of 7 II OWNERSHIP OF DOCUMENTS Upon completion of the work and payment of all associated fees, all documents, exhibits, photographic negatives, or other presentation of the final work shall become the property of the CITY for use without restriction and without representation as to suitability for reuse by any other party unless specifically verified or adapted by the CONSULTANT. However, any alteration of the documents, by the City or by others acting through or on behalf of the City, will be at the City's sole risk. III DESIGNATION OF REPRESENTATIVES Each party shall designate its representatives in writing. The CONSULTANT'S representative shall be subject to the approval of the CITY. IV TIME OF PERFORMANCE The CONSULTANT may begin work upon execution of this Agreement by both parties and the duration of the Agreement shall extend through '4 j /0 020/ V PAYMENT The CITY shall pay the CONSULTANT compensation for work performed, services rendered, and all labor, materials, supplies, equipment and incidentals necessary to complete the work. A. Payment shall be as designated on Exhibit A, Scope of Work. B. Payment for "Extra Work" performed under Section XII of this Agreement shall be as agreed to by the parties in writing. Alternative: VI MAXIMUM COMPENSATION Unless otherwise agreed to in writing by both parties, the CONSULTANT'S total compensation and reimbursement under this Agreement as outlined in Exhibit A shall be $5,000.00. The budget is as set forth in the attached Exhibit A. Budgets for task(s) may be modified upon mutual agreement between the two parties. VII INDEPENDENT CONTRACTOR STATUS The relation created by this Contract is that of owner independent contractor. The Contractor is not an employee of the City and is not entitled to the benefits provided by the City to its employees. The Contractor, as an independent contractor, has the authority to control and direct the performance of the details of the services to be provided. The Contractor shall assume full responsibility for payment of all Federal, State, and local taxes or contributions imposed or required, including, but not limited to, unemployment insurance, Social Security, and income tax. Laurel Black Design Professional Services Agreement doc Page 2 of 7 VIII EMPLOYMENT Employees of the CONSULTANT, while engaged in the performance of any work or services under this Agreement, shall be considered employees of the CONSULTANT only and not of the CITY, and claims that may arise under the Workman's Compensation Act on behalf of said employees while so engaged, and any and all claims made by a third party as a consequence of any negligent act or omission on the part of the CONSULTANT'S employees while so engaged, on any of the work or services provided to be rendered herein, shall be the sole obligation and responsibility of the CONSULTANT. In performing this Agreement, the CONSULTANT shall not employ or contract with any CITY employee without the City's written consent. IX NONDISCRIMINATION The CONSULTANT shall conduct its business in a manner, which assures fair, equal and non- discriminatory treatment of all persons, without respect to race, creed or national origin, or other legally protected classification and, in particular: A. The CONSULTANT shall maintain open hiring and employment practices and will welcome applications for employment in all positions, from qualified individuals who are members of minorities protected by federal equal opportunity /affirmative action requirements; and, B. The CONSULTANT shall comply with all requirements of applicable federal, state or local laws or regulations issued pursuant thereto, relating to the establishment of non discriminatory requirements in hiring and employment practices and assuring the service of all persons without discrimination as to any person's race, color, religion, sex, Vietnam era veteran status, disabled veteran condition, physical or mental handicap, or national origin. X SUBCONTRACTS A. The CONSULTANT shall not sublet or assign any of the work covered by this Agreement to any firm without the written consent of the CITY. B. In all solicitation either by competitive bidding or negotiation made by the CONSULTANT for work to be performed pursuant to a subcontract, including procurement of materials and equipment, each potential subconsultant or supplier shall be notified by the CONSULTANT of Consultant's obligations under this Agreement, including the nondiscrimination requirements. XI CHANGES IN WORK Other than changes directed by the CITY as set forth in Section I above, either party may request changes in the scope of work. Such changes shall not become part of this Agreement unless and until mutually agreed upon and incorporated herein by written amendments to this Agreement executed by both parties. XII EXTRA WORK Laurel Black Design Professional Services Agreement doc Page 3 of 7 The CITY may desire to have the CONSULTANT perform work or render services in connection with this project, in addition to the Scope of Work set forth in Exhibit A and minor revisions to satisfactorily completed work. Such work shall be considered as "Extra Work" and shall be addressed in a written supplement to this Agreement. The CITY shall not be responsible for paying for such extra work unless and until the written supplement is executed by both parties. Standard of Care CONSULTANT warrants that services performed shall be consistent with applicable industry standards. CONSULTANT warrants that the work, products, and services will conform to the requirements of this agreement and shall be performed in a professional, competent and timely manner by appropriately qualified and trained personnel. CONSULTANT warrants that all materials and services associated with the program will be provided by local businesses. Errors and Omissions In the event there are any errors or omissions in the plans, drawings and specifications, CONSULTANT shall correct any errors or omissions as necessary to make the plans, drawings and specifications 100% complete and bid -ready at no additional charge to the City. No payment shall be made to the Consultant for materials or labor involved in correcting errors or omissions. XIII TERMINATION OF AGREEMENT A. The CITY may terminate this Agreement at any time upon not less than ten (10) days written notice to the CONSULTANT. Written notice will be by certified mail sent to the consultant's designated representative at the address provided by the CONSULTANT. B. In the event this Agreement is terminated prior to the completion of the work, a final payment shall be made to the CONSULTANT, which, when added to any payments previously made, shall compensate the CONSULTANT for the percentage of work completed. C. In the event this Agreement is terminated prior to completion of the work, documents that are the property of the CITY pursuant to Section II above, shall be delivered to and received by the CITY prior to transmittal of final payment to the CONSULTANT. XIV INDEMNIFICATION /HOLD HARMLESS CONSULTANT shall defend, indemnify and hold the CITY, its officers, officials, employees and volunteers harmless from any and all claims, injuries, damages, losses or suits including attorney fees, arising out of or resulting from the acts, errors or omissions of the CONSULTANT in performance of this Agreement, except for injuries and damages caused by the sole negligence of the CITY. Laurel Black Design Professional Services Agreement doc Page 4 of 7 The CITY agrees to indemnify the CONSULTANT from any claims, damages, losses, and costs, including, but not limited to, attorney's fees and litigation costs, arising out of claims by third parties for property damage and bodily injury, including death, caused solely by the negligence or willful misconduct of the CITY, CITY's employees, or agents in connection with the work performed under this Agreement. If the negligence or willful misconduct of both CONSULTANT and CITY (or a person identified above for whom each is liable) is a cause of such damage or injury, the loss, cost, or expense shall be shared between the CONSULTANT and the CITY in proportion to their relative degrees of negligence or willful misconduct and the right of indemnity shall apply for such proportion. Should a court of competent jurisdiction determine that this Agreement is subject to RCW 4.24.115, then, in the event of liability for damages arising out of bodily injury to persons or damages to property caused by or resulting from the concurrent negligence of the CONSULTANT, the CITY, and the officers, officials, employees, and volunteers of either, the CONSULTANT'S liability hereunder shall be only to the extent of the CONSULTANT'S negligence. It is further specifically and expressly understood that the indemnification provided herein constitutes the CONSULTANT'S waiver of immunity under Industrial Insurance, Title 51 RCW, solely for the purposes of this indemnification. This waiver has been mutually negotiated by the parties. The provisions of this section shall survive the expiration or termination of this Agreement. However, the CONSULTANT expressly reserves its rights as a third person set forth in RCW 51.24.035. XV INSURANCE The CONSULTANT shall procure and maintain for the duration of the Agreement, insurance against claims for injuries to persons or damage to property which may arise from or in connection with the performance of the work hereunder by the CONSULTANT, its agents, representatives, employees or subcontractors. No Limitation. CONSULTANT'S maintenance of insurance as required by the agreement shall not be construed to limit the liability of the CONSULTANT to the coverage provided by such insurance, or otherwise limit the CITY'S recourse to any remedy available at law or in equity. A. Minimum Scope of Insurance Consultant shall obtain insurance of the types described below: Professional Liability insurance appropriate to the Consultant's profession. B. Minimum Amounts of Insurance Professional Liability insurance shall be written with limits no less than $1,000,000 per claim and $1,000,000 policy aggregate limit. Laurel Black Design Professional Services Agreement doc Page 5 of 7 C. Other Insurance Provisions The insurance policies are to contain, or be endorsed to contain, the following provisions for Professional Liability: 1. The Consultant's insurance coverage shall be primary insurance as respect the City. Any insurance, self- insurance, or insurance pool coverage maintained by the City shall be excess of the Consultant's insurance and shall not contribute with it. D. Acceptability of Insurers Insurance is to be placed with insurers with a current A.M. Best rating of not less than A:VII. XVI APPLICABLE LAW This Agreement shall be construed and interpreted in accordance with the laws of the State of Washington, and in the event of dispute the venue of any litigation brought hereunder shall be Clallam County. Entire Agreement This Agreement and its Exhibit(s) represent the entire agreement between the parties hereto with respect to the subject matter hereof and supersede all prior oral negotiations and agreements. Law, Jurisdiction, Venue and Attorney's Fees The Parties agree that in the event any suit or other legal action is instituted the law of the State of Washington shall apply. Venue shall be in Clallam County Superior Court. If any suit or other action is instituted in connection with any controversy arising under this Agreement, the prevailing party shall be entitled to recover all of its costs and expenses including such sum as the Court may judge reasonable for attorney fees, including fees upon appeal of any judgment or ruling. Amendments This Agreement may not be changed, modified, amended or waived except by an amendment signed by both Parties. To be valid and binding, any such amendment must be approved by the City Manager and by a duly authorized officer of the Consultant. XVII EXHIBITS AND SIGNATURES This Agreement, including its exhibits, constitutes the entire Agreement, supersedes all prior written or oral understandings, and may only be changed by a written amendment executed by both parties. The following exhibits are hereby made a part of this Agreement: Exhibit A Scope of Work and Schedule and Budget IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first written above. Laurel Black Design Professional Services Agreement doc Page 6 of 7 CITY OF PORT ANGELES CONSULTANT LAUREL BLACK DESIGN KENT MYERS, ANAGER APROVED BY: WILLIAM E. BLOOR, CITY ATTORNEY ATTEST: SSA HURD, CITY CLERK PROFESSIONAL SERVICES AGREEMENT LAUREL BLACK DESIGN 04 25 11 DOCX ZalPete_b&e TITLE: OGOge/7 Laurel Black Design Professional Services Agreement doc Page 7 of 7 L Exhibit Choose Local Campaign Scope of Work 1. Logo Development Summary of Services: A Creative Brief will be provided by LBD to the Choose Local Committee (the Client), based on an initial discussion and research detailed below. After the Client has reviewed and approved it, it will become the basis for the design of the Choose Local logo. Several rough concept sketches will then be created and submitted to be reviewed by the Client. Up to three will be selected for further development into finished designs (design comprehensives). After Client review, one will be selected as the final choice. This design will be refined, finalized and given official approval, after which a set of logo files in color and in black and white, in different file formats, will be delivered to the Client. Scope includes up to five meetings and three rounds of approvals. The phases of logo development are as follows: 1. Research /Creative Brief A meeting with the Client has taken place where the mission and purpose of the campaign, its goals, its audience, how the logo will be used and other relevant questions have been discussed. The client has been asked to provide examples of logos from similar campaigns, and examples of design preferences. When these have been reviewed by LBD, a Creative Brief will be written and submitted for review and approval by the Client. 2. Design Concepts After Creative Brief approval, 8 -io rough pencil sketches (thumbnails) will be created that depict possible ideas and concepts for the logo, and presented to the Client at a following meeting. 3. Concepts Review After the concepts have been reviewed and discussed, up to three will be selected for further development. 4. Design Comps The chosen concepts will be produced as fully developed comps (designs that are finished to the point of actual logos) and presented at the following meeting. 5. Comps Review After reviewing the comps, the Client will select a final design. 6. Final Selection When the final design is chosen, any last adjustments will be made and official approval will be rendered. A file set will then be produced with the logo in color and in black and white, in a number of different file formats, and delivered to the Client. LAUREL BLACK DESIGN Logo Design fee: $2500.00 Payment of Fee: Work performed will be billed monthly. Notes: Additional rounds of logo approvals will result in upcharges. LBD understands that the Client reserves the right to extend timelines as needed. Such extensions or delays will not constitute a contractual lapse on the part of LBD, and may result in upcharges. All rights to the final approved logo design will be transferred to the Client when all fees have been paid in full to LBD. All other work created in the course of the project will remain the property of LBD. II. Other Tasks Other tasks associated with the Choose Local Program as directed by and at the discretion of the City of Port Angeles may be assigned to LBD. This work may not be executed without the express permission of the City. Other Tasks fee: Not to exceed $2500.00 Payment of Fee: Work performed will be billed monthly. 246 Patterson Road Port Angeles, WA 98362 360 -45 7-0217 Fax 3 457 laurel @laurelblack.com www.laurelblack.com