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HomeMy WebLinkAboutBrandCraft Media Inc - PSA Logo Design ConsultantPROFESSIONAL SERVICES AGREEMENT
CITY OF PASCO
LOGO DESIGN CONSULTANT
THIS AGREEMENT is made and entered into between the City of Pasco, a Washington
Municipal Corporation, hereinafter referred to as "City", and BrandCraft Media, Inc., hereinafter referred
to as "Consultant."
RECITALS
WHEREAS, the City desires to have certain services and/or tasks performed as set forth below
requiring specialized skills, training, equipment, and other supportive capabilities; and
WHEREAS, the Consultant represents that it is qualified and possesses sufficient skills,
experience, equipment, and necessary capabilities, including: technical and professional expertise, when
required, to perform the services and/or tasks as set forth in this Agreement upon which the City is
relying.
NOW, THEREFORE, in consideration of the mutual covenants, and performances contained
herein, the parties agree as follows:
Scope of Services. The Consultant shall perform such services and accomplish such tasks,
including the furnishing of all labor, materials, facilities and equipment necessary for full
performance thereof, as identified and designated as Consultant's Responsibilities throughout
this Agreement, and as more particularly described in Scope of Work detailed in Exhibit A,
attached hereto and incorporated herein (the "Project").
2. Term. This Project shall begin on May 14, 2018, and promptly be completed within 120 calendar
days.
3. Compensation and Payment.
3.1 Payment for services provided hereunder shall be made following the performance of
such services. Such payment shall be full compensation for work performed or services
rendered, and for all labor, materials, supplies, equipment, and incidentals necessary to
complete the Project.
3.2 No payment shall be made for any services rendered by the Consultant except for
services identified and set forth in this Agreement except as may be authorized by a
written supplemental agreement approved by the City.
3.3 The City shall pay the Consultant for work performed under this Agreement upon timely
submitted invoices detailing work performed and expenses for which reimbursement is
sought. The City shall approve all invoices before payment is issued. Payment shall
occur within thirty (30) days of receipt and approval of an invoice.
3.4 The City shall pay the Consultant for all work performed and expenses incurred under this
Agreement, as follows.
❑ Hourly (Single Rate): $ per hour plus actual expenses incurred as
provided under this Agreement, but not to exceed a total of $
without prior written authorization by the City; or
0 Hourly (Multiple Rate): Such rates as identified on Exhibit _, plus actual
expenses incurred as provided under this Agreement, but not to exceed a total of
$ without the prior written authorization by the City; or
® Fixed Sum: A total of $30,000.
❑ Other:
4. Reports and Inspections.
4.1 The Consultant at such times and in such forms as the City may require, shall furnish to
the City such statements, records, studies, surveys, reports, data, and information as the
City may request pertaining to matters covered by this Agreement.
4.2 The Consultant shall, at any time during normal business hours and as often as the City or
the Washington State Auditor may reasonably deem necessary, make available for
examination all of its records and data with respect to all matters covered, directly or
indirectly, by this Agreement and shall permit the City, or its designated authorized
representative to audit and inspect other data relating to all matters covered by this
Agreement. The City shall receive a copy of all audit reports made by the agency or firm
as to the Consultant's activities. The City may, at its discretion, conduct an audit at its
expense, using its own or outside auditors, of the Consultant's activities which relate,
directly or indirectly, to this Agreement. Consultant shall be provided a copy of such
reports.
4.3 The Consultant, during the term of this Agreement, shall obtain all permits and registration
documents necessary for the performance of its work and for the execution of services at
its own expense, and shall maintain its validity. Upon request, the Consultant shall deliver
to the City copies of these licenses, registration documents, and permits or proof of their
issuance or renewal.
4.4 Consultant shall maintain books, records and documents, which sufficiently and properly
reflect all direct and indirect costs related to the performance of this Agreement, and shall
maintain such accounting procedures and practices as may be necessary to assure
proper accounting of all funds paid pursuant to this Agreement. These records shall be
subject, at all reasonable times, to inspection, review, or audit as provided above.
4.5 The Consultant shall retain all books, records, documents or other material relevant to this
Agreement for three (3) years after its expiration. Consultant agrees that the City, or its
designee, shall have full access and right to examine any of said materials at all
reasonable times during this period.
5. Ownership and Use of Documents.
5.1 All research, tests, surveys, preliminary data, information, drawings and documents made,
collected, or prepared by the Consultant for performing the services subject to this
Agreement, as well as any final product, collectively referred to as "work product," shall be
deemed as the exclusive property of the City, including copyright as secured thereon.
Consultant may not use them except in connection with the performance of the services
under this Agreement or with the prior written consent of the City. Any prior copyrighted
materials owned by the Consultant and utilized in the performance of the services under
this Agreement, or embedded in with the materials, products and services provided
thereunder, shall remain the property of the Consultant subject to a license granted to the
City for their continued use of the products and services provided under this Agreement.
Any work product used by the Consultant in the performance of these services which it
deems as 'confidential," "proprietary," or a "trade secret" shall be conspicuously
designated as such.
5.2 In the event of Consultant's default, or in the event that this Agreement is terminated prior
to its completion, the work product of the Consultant, along with a summary of the
services performed to date of default or termination, shall become the property of the City,
and tender of the work product and summary shall be a prerequisite to final payment
under this Agreement. The summary of services provided shall be prepared at no
additional cost, if the Agreement is terminated through default by the Consultant. If the
Agreement is terminated through convenience by the City, the City agrees to pay
Consultant for the preparation of the summary of services provided.
6. Public Records.
6.1 Consultant acknowledges that the City is an agency subject to Chapter 42.56 RCW
"Public Records Act." All preliminary drafts or notes prepared or gathered by the
Consultant, and recommendations of the Consultant are exempt prior to the acceptance
by the City or public citation by the City in connection with City action.
6.2 If the Consultant becomes a custodian of public records of the City and request for such
records is received by the City, the Consultant shall respond to the request by the City for
such records within five (5) business days by either providing the records, or by identifying
in writing the additional time necessary to provide the records with a description of the
reasons why additional time is needed. Such additional time shall not exceed twenty (20)
business days unless extraordinary good cause is shown.
6.3 In the event the City receives a public records request for protected work product of the
Consultant within its possession, the City shall, prior to the release of any protected work
product or as a result of a public records request or subpoena, provide Consultant at least
ten (10) business days prior written notice of the pending release and to reasonably
cooperate with any legal action which may be initiated by the Consultant to enjoin or
otherwise prevent such release.
Independent Contractor Relationship.
7.1 The parties intend that an independent contractor relationship is created by this
Agreement. The City is interested primarily in the results to be achieved; subject to the
scope of services and the specific requirements of this Agreement, the implementation of
services will lie solely with the discretion of the Consultant. No agent, employee, officer or
representative of the Consultant shall be deemed to be an employee, agent, officer, or
representative of the City for any purpose, and the employees of the Consultant are not
entitled to any of the benefits or privileges the City provides for its employees. The
Consultant will be solely and entirely responsible for its acts and for the acts of its agents,
employees, officers, subcontractors or representatives during the performance of this
Agreement.
7.2 In the performance of the services provided in this Agreement, Consultant is an
independent contractor with full authority to control and direct the performance of the
details of the work, however, the results of the work contemplated herein must meet the
approval of the City and shall be subject to the Citys general rights of inspection and
review to secure the satisfactory completion thereof.
7.3 The Consultant shall comply with all State and Federal laws including, but not limited to:
7.3.1 The definition requirements of RCW 50.04.140 (Employment Security).
7.3.2 RCW 51.08.195 (Industrial Insurance).
7.3.3 Obtain a City of Pasco business license.
7.4 The City may, at its sole discretion, require the Consultant to remove any employee, agent
or servant from employment on this Project who, in the City's sole discretion, may be
detrimental to the City's interest.
8. Indemnification.
8.1 The Consultant shall defend, indemnify, and hold harmless the City, its officers, officials,
agents, employees, and volunteers from any and all claims and causes of action,
including, but not limited to, actions of law or administrative proceedings for all injuries to
persons or damages to property, and all losses, damages, demands, suits, judgments,
including attorney fees, arising out of, or as a result of, or in connection with the work
performed under this Agreement, and caused or occasioned in whole or in part by reason
of errors, negligent acts or omissions of the Consultant or its subcontractors in the
performance of this Agreement, except for injuries and damages caused by the sole
negligence of the City, its officers, employees, agents, and volunteers.
8.2 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 injuries or
damages to property caused by or resulting from the concurrent negligence of the
Consultant, and the City, its officers, employees, agents and volunteers, the Consultant's
liability and obligation to defend hereunder shall only be the proportionate extent of the
Consultant's negligence.
8.3 It is further agreed 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.
8.4 No liability shall attach to the City by reason of entering into this Agreement except as
expressly provided herein.
8.5 This indemnification shall include damages, penalties and attorney fees sustained as a
result of Consultant's delayed or failed performance of Section 6 above.
8.6 This waiver has been mutually negotiated by the parties, and the provisions of this section
shall survive the expiration or termination of this Agreement.
9. 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.
9.1 Minimum Scope of Insurance. Consultant shall obtain insurance of the types described
below:
9.1.1 Automobile Liability insurance covering all owned, non -owned, hired and leased
vehicles. Coverage shall be written on Insurance Services Office (ISO) form CA
00 01 or a substitute form providing equivalent liability coverage. If necessary, the
policy shall be endorsed to provide contractual liability coverage.
9.1.2 Commercial General Liability insurance shall be written on ISO occurrence form
CG 00 01 and shall cover liability arising from premises, operations, independent
contractors and personal injury and advertising injury. The City shall be named as
an insured under the Consultant's Commercial General Liability insurance policy
with respect to the work performed for the City.
9.1.3 Workers' Compensation coverage as required by the Industrial Insurance laws of
the State of Washington.
9.1.4 Professional Liability insurance appropriate to the Consultant's profession.
9.2 Minimum Amounts of Insurance. Consultant shall maintain the following insurance limits:
9.2.1 Automobile Liability insurance with a minimum combined single limit for bodily
injury and property damage of $1,000,000 per accident.
9.2.2 Commercial General Liability insurance shall be written with limits no less than:
❑ $1,000,000 each occurrence;
❑ $2,000,000 general aggregate; or
® $1,000,000 each occurrence; and $2,000,000 general aggregate
9.2.3 Professional Liability insurance shall be written with limits no less than:
® $1,000,OOOper claim;
❑ $1,000,000 policy aggregate limit; or
❑ $ per claim; and $ per policy aggregate limit
9.3 Other Insurance Provisions. The insurance policies are to contain, or be endorsed to
contain, the following provisions for Automobile Liability, Professional Liability, and
Commercial General Liability insurance:
9.3.1 The Consultant's insurance coverage shall be primary insurance as respects 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.
9.3.2 The Consultant's insurance shall be endorsed to state that coverage shall not be
cancelled by either party, except after thirty (30) days prior written notice by
certified mail, return receipt requested, has been given to the City.
9.4 Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best
rating of not less than A:VII.
9.5 Verification of Coverage. Consultant shall furnish the City with original certificates and a
copy of the amendatory endorsements, including but not necessarily limited to the
additional insured endorsement, evidencing the insurance requirements of the Consultant
before commencement of the work.
10. Nondiscrimination. In the performance of this Agreement, the Consultant will not discriminate
against any employee or applicant for employment on the grounds of race, creed, color, national
origin, sex, marital status, age or the presence of any sensory, mental or physical handicap;
provided that the prohibition against discrimination in employment because of handicap shall not
apply if the particular disability prevents the proper performance of the particular worker involved.
The Consultant shall ensure that applicants are employed, and that employees are treated during
employment in the performance of this Agreement without discrimination because of their race,
creed, color, national origin, sex, marital status, age or the presence of any sensory, mental or
physical handicap. Consultant shall take such action with respect to this Agreement as may be
required to ensure full compliance with local, State and Federal laws prohibiting discrimination in
employment.
11. Covenant Against Contingent Fees. The Consultant warrants that it has not employed nor
retained any company, firm, or person, other than a bona fide employee working exclusively for
the Consultant, to solicit or secure this Agreement; and that it has not paid or agreed to pay any
company, person or firm, other than a bona fide employee working exclusively for the Consultant,
any fee, commission, percentage, brokerage fee, gift, or other consideration contingent upon or
resulting from the award or making of this Agreement. For breach or violation of this warranty,
the City shall have the right to terminate this Agreement.
12. Assignment and Subcontracting.
12.1 The City has awarded this Agreement to the Consultant due to its unique qualifications to
perform these services. The Consultant shall not assign (or subcontract other than as
specifically identified in Exhibit A) its performance under this Agreement or any portions of
this Agreement without the prior written consent of the City, which consent must be sought
at least thirty (30) days prior to the date of any proposed assignment.
12.2 Any work or services assigned or subcontracted hereunder shall be subject to each
provision of this Agreement including Section 6, Public Records; Section 10,
Nondiscrimination; proper bidding procedures where applicable; and all local, State and
Federal statutes, ordinances and guidelines.
12.3 Any technical or professional service subcontract not listed in this Agreement, must have
prior written approval by the City.
13. Termination.
13.1 Termination for Convenience. Either party may terminate this Agreement for any reason
upon giving the other party no less than ten (10) business days written notice in advance
of the effective date of such termination.
13.2 Termination for Cause. If the Consultant fails to perform in the manner called for in this
Agreement, or if the Consultant fails to comply with any other provisions of this Agreement
and fails to correct such noncompliance within five (5) business days of written notice
thereof, the City may terminate this Agreement for cause. Termination shall be effected
by serving a notice of termination on the Consultant setting forth the manner in which the
Consultant is in default. The Consultant will only be paid for services and expenses
complying with the terms of this Agreement, incurred prior to termination.
14. General Provisions.
14.1 For the purpose of this Agreement, time is of the essence.
14.2 Notice. Notice provided for in this Agreement shall be sent by:
14.2.1 Personal service upon the Project Administrators.
14.2.2 Certified mail to the physical address of the parties, or by electronic transmission
to the e-mail addresses designated for the parties below.
14.3 The Project Administrator for the purpose of this Agreement shall be:
14.3.1 For the City:
14.3.2 For the Consultant:
15. Dispute Resolution.
Dave Zabell, City Manager, or designee
525 North 3rd
Pasco WA 99301
zabelld@pasco-wa.gov (e-mail address)
Ivor his/her designee
BrandCraft Media, Inc.
?"orey Esend bC. CO»t(e-mail address)
15.1 This Agreement has been and shall be construed as having been made and entered into
and delivered within the State of Washington, and it is agreed by each party hereto that
this Agreement shall be governed by the laws of the State of Washington.
15.2 In the event of a dispute regarding the enforcement, breach, default, or interpretation of
this Agreement, the Project Administrators, or their designees, shall first meet in a good
faith effort to resolve such dispute. In the event the dispute cannot be resolved by
agreement of the parties, said dispute shall be resolved by arbitration pursuant to RCW
7.04A, as amended, with both parties waiving the right of a jury trial upon trial de novo,
with venue placed in Pasco, Franklin County, Washington. The substantially prevailing
party shall be entitled to its reasonable attorney fees and costs as additional award and
judgment against the other.
16. Nonwaiver. Waiver by the City of any provision of this Agreement or any time limitation provided
for in this Agreement, shall not constitute a waiver of any other similar event or other provision of
this Agreement.
17. Integration. This Agreement between the parties consist in its entirety of this document and any
exhibits, schedules or attachments verified by initials as a part of Exhibit A. Any modification of
this Agreement or change order affecting this Agreement shall be in writing and signed by both
parties.
18. Authorization. By signature below, each party warrants that they are authorized and
empowered to execute this Agreement binding the City and the Consultant respectively.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on the day and
year first written above.
CITY OF PASCO, SHI TON
1,� ger 5111/19
A E rt�LfL![LL�iriTit�1(
Daniela Erickson, City Clerk S17/4
L d B. Kerr, City Attorney S�j//$
CONSULTAN
EXHIBIT A
SCOPE OF WORK
A. General
The City of Pasco is located in south-central Washington State, and is one of the three Tri -Cities, along
with Richland and Kennewick. Pasco has experienced rapid residential growth in the 21st century,
growing from a 2000 population of 32,066 to a 2017 population estimate of 71,680. This growth has
occurred hand-in-hand with increasing quality of life, recognized by several independent surveys.
Boasting good schools, health care facilities, faith communities, numerous retail/professional
opportunities, recreational areas, and predominantly good weather, Pasco is a place where people put
down roots and raise families in a safe, forward -thinking, active environment. The City is one of the
youngest cities in the state with an average median age of 28 and is a diverse City with around 56% of
residents identifying as Hispanic.
More information on the City, including demographic and detailed population information, can be found at
www.pasco-wa.gov/428/History-and-Highlights-of-Pasco.
B. Background
Currently, the primary City identification is the use of the City emblem that has been utilized for at least
50 years. The City of Pasco would like to develop a logo to help market our community consistently and
effectively.
C. Objectives
The purpose of this project is to work with an experienced and qualified individual or firm to provide the
development of a new City logo.
II. SCOPE OF SERVICES
The intended outcome of this new logo process will be the following
• Conduct an Inventory/Audit of current graphics and City logo uses.
• Create a new Pasco logo and the key messages that support the logo.
• Create core graphic standards for use of logo.
• Create logo standards, "Do's & Don'ts".
• Create Color Standards.
• Create Typography Standards.
The creation of a new City of Pasco logo will be at the forefront of City marketing. The City desires the
logo to be reflection of our diverse and unique community. Further, the new logo will not infringe upon
existing protected intellectual property or trademarks and eligible for trademark or intellectual property
protection.
The scope of services will include addressing recommendations on how the new logo can be applied to
the following elements of City services:
Printed Materials:
• The Pasco Pulse/EI Pulso Newsletter
• Parks and Recreation Activities Guide
• Maps, brochures, etc.
• Meeting Notices
Stationery:
• Business Cards
• Memorandum Paper
• Letterhead/Envelopes
• Large Envelopes
• Labels
• Notepads
• Department logos
Forms:
• Press Releases
• Note Cards
Signage:
• Street Signs
• Building Signs
• Park, Trail and Open Space Signs
Vehicle Graphics
• Police/Fire Vehicles
• Public Works Vehicles
• Parks Vehicles
Miscellaneous Applications:
• Photo use
• Web site
• PSC -TV Channel 191 Logo
• Specialty Items, e.g., coffee mugs, tote bags, pens.
• Employee Clothing, e.g., t -shirts, polo shirts, sweatshirts.
• Employee and Elected Official Name Tags
• Economic Development
Project Approach
The Consultant needs to demonstrate an understanding of the Community.
The Consultant needs to recommend an approach including a public process as follows:
• Initial meeting with project team
• Regular project team meetings
• Public input, with coordination from staff, which will solicit ideas for themes and concepts from the
general public, local artists and students.
• Public input which includes taking conceptual logos for public input at 2-3 meetings with
community stakeholder groups.