HomeMy WebLinkAbout13- PSA between City and Massive Studios for rebranding the city of Bozeman PROFESSIONAL SERVICES AGREEMENT
THIS AGREEMENT is made and entered into this S' day of June, 2013, by and between
the CITY OF BOZEMAN,MONTANA, a municipal corporation organized and existing under the
laws of the State of Montana, 121 North Rouse Street, Bozeman, Montana 59771, hereinafter
referred to as "City," and, Massive Studios 30 East Mendenhall Street, Bozeman, MT 59715,
hereinafter referred to as "Consultant."
In consideration of the mutual covenants and agreements herein contained, the receipt and
sufficiency whereof being hereby acknowledged, the parties hereto agree as follows:
1. Purpose: City agrees to hire Consultant as an independent contractor to perform for
City services described in the Scope of Services attached hereto as Exhibit "A" and by this
reference made a part hereof.
2. Effective Date: This Agreement is effective upon the date of its execution and will
terminate on the 31 day of December, 2013,
3. Scope of Work: Consultant will perform the work and provide the services in
accordance with the requirements of the Scope of Services attached hereto as Exhibit A. For
conflicts between this Agreement and the Scope of Services, unless specifically provided otherwise,
the Agreement governs.
4. Payment: City agrees to pay Consultant an amount not to exceed Five Thoursand
Dollars ($5,000.00) for services performed pursuant to the Scope of Services. Any alteration or
deviation from the described work that involves additional costs above the Agreement amount will
be performed by Consultant after written request by the City, and will become an additional charge
over and above the contract amount. The parties must agree in writing upon any additional charges,
5. Consultant's Representations:
To induce City to enter into this Agreement, Consultant makes the following
representations:
a. Consultant has familiarized itself with the nature .and extent of this Agreement, the
Scope of Services, and with all local conditions and federal, state and local laws, growth policies,
adopted plans of the City, ordinances, rules, and regulations that in any manner may affect cost,
progress or performance of the Scope of Services.
b. Consultant represents and warrants to City that it has the experience and ability to
perform the services required by this Agreement; that it will perform said services in a professional,
competent and timely manner and with diligence and skill; that it has the power to enter into and
perform this Agreement and grant the rights granted in it and that its performance of this
Agreement shall not infringe upon or violate the rights of any third party, whether rights of
copyright, trademark, privacy, publicity, libel, slander or any other rights of any nature whatsoever,
or violate any federal, state and municipal laws. The City will not determine or exercise control as
Professional Services Agreement for Logo and Brandin-City of Bozernan
Paget of
to general procedures or formats necessary to have these services meet this warranty.
6. Independent Contractor Status: The parties agree that Consultant is an
independent contractor for purposes of this Agreement and is not to be considered an employee of
the City for any purpose. Consultant is not subject to the terms and provisions of the City's
personnel policies handbook and may not be considered a City employee for workers'
compensation or any other purpose. Consultant is not authorized to represent the City or otherwise
bind the City in any dealings between Consultant and any third parties.
Consultant shall comply with the applicable requirements of the Workers' Compensation
Act, Title 39, Chapter 71, MCA, and the Occupational Disease Act of Montana, Title 39, Chapter
71, MCA. Consultant shall maintain workers' compensation coverage for all members and
employees of Consultant's business, except for those members who are exempted by law.
Consultant shall furnish the City with copies showing one of the following: (1) a binder for
workers' compensation coverage by an insurer licensed and authorized to provide workers'
compensation insurance in the State of Montana; or (2) proof of exemption from workers'
compensation granted by law for independent contractors.
7. Indemnity/Waiver of Claims/Insurance: For other than professional services
rendered, to the fullest extent permitted by law, Consultant agrees to defend, indemnify, and hold
the City harmless against claims, demands, suits, damages, losses, and expenses connected
therewith that may be asserted or claimed against, recovered from or suffered by the City by reason
of any injury or loss, including but not limited to, personal injury, including bodily injury or death,
property damage, occasioned by, growing out of, or in any way arising or resulting from any
intentional or negligent act on the part of Consultant or Consultant's agents or employees.
For the professional services rendered, to the fullest extent permitted by law, Consultant
agrees to indemnify and hold the City harmless against claims, demands, suits, damages, losses, and
expenses, including reasonable defense attorney fees, to the extent caused by the negligence or
willful misconduct of the Consultant or Consultant's agents or employees.
Consultant also waives any and all claims and recourse against the City or its officers,
agents or employees, including the right of contribution for loss or damage to person or property
arising from, growing out of, or in any way connected with or incident to the performance of this
Agreement except "responsibility for his own fraud, for willful injury to the person or property of
another, or for violation of law, whether willful or negligent" as per 28-2-702, MCA.
Should City be required to bring an action against the Consultant to assert its right to
defense or indemnification under this Agreement or under the Consultant's applicable insurance
policies required below the City shall be entitled to recover reasonable costs and attorney fees
incurred in asserting its right to indemnification or defense but only if a court of competent
jurisdiction determines the Consultant was obligated to defend the claim(s) or was obligated to
indemnify the City for a claim(s) or any portion(s) thereof.
Professional Services Agreement for Logo and Branding City of Bozeman
Page 2 of 5
The above obligations shall survive termination of this agreement.
In addition to and independent from the above, Consultant shall secure insurance coverage
for all claims, demands, suits, damages, losses, and expenses that may be asserted or claimed
against, recovered from, or suffered by the City without limit and without regard to the cause
therefore and which is acceptable to the City and Contractor shall furnish the City an accompanying
certificate of insurance and accompanying endorsements issued by a company authorized to do
business in the State of Montana in amounts not less than as follows,
a Workers' Compensation - statutory
* Commercial General Liability - $1,000,000 per occurrence; $2,000,000 annual
aggregate
* Automobile Liability - $1,000,000 property damage/bodily injury; $2,000,000
annual aggregate
0 Professional Liability- $1,000,000 per claim; $2,000,000 annual aggregate
The City of Bozeman, its officers, agents, and employees, shall be endorsed as an additional
or named insured on a primary non-contributory basis on both the Commercial General and
Automobile Liability policies. The insurance and required endorsements must be in a form suitable
to City and shall include no less than a thirty (30) day notice of cancellation or non-renewal. The
City must approve all insurance coverage and endorsements prior to the Consultant commencing
work.
8. Professional Service: Consultant agrees that all services and work performed
hereunder will be accomplished in a professional manner.
9. Compliance with Laws: Consultant agrees to comply with all federal, state and
local laws, ordinances, rules and regulations, including the safety rules, codes, and provisions of the
Montana Safety Act in Title 50, Chapter 71, MCA. Consultant agrees to purchase a City business
license.
10. Nondiscrimination: The Consultant will have a policy to provide equal
employment opportunity in accordance with all applicable state and federal anti-discrimination
laws, regulations, and contracts. The Consultant will not refuse employment to a person, bar a
person from employment, or discriminate against a person in compensation or in a term, condition,
or privilege of employment because of race, color, religion, creed, political ideas, sex, age, marital
status, national origin, actual or perceived sexual orientation, gender identity, physical or mental
disability, except when the reasonable demands of the position require an age, physical or mental
disability, marital status or sex distinction, The Consultant shall be subject to and comply with Title
VI of the Civil Rights Act of 1964; Section 140, Title 2, United States Code, and all regulations
promulgated thereunder. The Consultant shall require these nondiscrimination terms of its sub-
consultants providing services under this agreement.
Professional Services Agreement for Logo and Branding City of Bozeman
Page 3 of 5
11. Default and Termination: If either party fails to comply with any condition of this
Agreement at the time or in the manner provided for, the other party, at its option, may terminate
this Agreement and be released from all. obligations if the default is not cured within ten (10) days
after written notice is provided to the defaulting party. Said notice shall set forth the items to be
cured. Additionally, the non-defaulting party may bring suit for damages, specific performance,
and any other remedy provided by law. These remedies are cumulative and not exclusive. Use of
one remedy does not preclude use of the others. Notices shall be provided in writing and hand-
delivered or mailed to the parties at the addresses set forth in the first paragraph of this Agreement.
12. Modification and Assignabilill: This document contains the entire agreement
between the parties and no statements, promises or inducements made by either party or agents of
either party, which are not contained in this written Agreement, may be considered valid or binding.
This Agreement may not be enlarged, modified or altered except by written agreement signed by
both parties hereto. The Consultant may not subcontract or assign Consultant's rights, including the
right to compensation or duties arising hereunder, without the prior written consent of City. Any
subcontractor or assignee will be bound by all of the terms and conditions of this Agreement.
13. Ownership and Publication of Materials: All reports, information, data, and other
materials prepared by the Consultant pursuant to this Agreement, except those separately identified
in the Scope of Services or in other written agreements between the parties, are owned by the City,
The City has authority to release, publish or otherwise use, in whole or part, reports, information,
data and other materials prepared by Consultant pursuant to this Agreement, except those separately
identified in the Scope of Services or in other written agreements between the parties, Any re-use
without written verification or adaptation by the Consultant for the specific purpose intended will be
at the City's sole risk and without liability or legal exposure to the Consultant. No material
produced in whole or in part under this Agreement may be copyrighted or patented in the United
States or in any other country without the prior written approval of the City.
14. Liaison: City's designated liaison with Consultant is Benjamin Bennett and
Consultant's designated liaison with City is Chris Kukulski.
15. Applicability: This Agreement and any extensions hereof shall be governed and
construed in accordance with the laws of the State of Montana.
16. Reports/Accountability/Public Information: Consultant agrees to develop and/or
provide documentation as requested by the City demonstrating Consultant's compliance with the
requirements of this Agreement. Consultant shall allow the City, its auditors, and other persons
authorized by the City to inspect and copy its books and records for the purpose of verifying that the
reimbursement of monies distributed to Consultant pursuant to this Agreement was used in
compliance with this Agreement and all applicable provisions of federal, state, and local law. The
Consultant shall not issue any statements, releases or information for public dissemination without
prior approval of the City.
Professional Services Agreement for Logo and Branding City of Bozeman
Page 4 of 5
17. Non-Waiver: A waiver by either party any default or breach by the other party of
any terms or conditions of this Agreement does not limit the other party's right to enforce such term
or conditions or to pursue any available legal or equitable rights in the event of any subsequent
default or breach,
IN WITNESS WHEREOF, the parties hereto have executed this instrument the day and
year first above written.
CITY OF BOZEMAN, MONTANA Massive Studios
CONSULTANT (Type Name Above
By By
Chris Kukulski, City Manager Benja in Bennett, Principal
Print N a m e-. y C-N JA K,1-I 01J Pj L-Tnr
Print Title: -f02(N C—(PA- L,
APPROVEIIf TO FORM:
B
Greg 6kllivan, Bozeman City Attorney
Professional Services Ag•eernent for Logo and Branding City of Bozeman
Page 5 of 5
'
1O.O2.12
MOSSIVGstudios
vm^wvmauokestudioo,met
Proposal For:
City OfBozeman
Tu Chris Kuhu|oW.
Please find the following proposal nx outline the costs and fees associated with the strategic development in
nahmand}ng the City of Bozeman.While this is a preliminary proposal, we can discuss and amend points of interest
contained|n this document tn tailor our services to your needs.
Sinoomly.
Benjamin Bennett pmwopmL
8/Massive studios
30 East Mendenhall Street
Bozemon. MT5Q715
ben@Mcsoiveatudion.info
P. (406)585-4608
t (406)585-4609
`
///massive studios 10,02�201 2
vm*osal for:City orBozeman
Definition of Project(s):
1 ' Brand Positioning Statement
Massive Studios Modus Operandi
Also sometimes referred to as a brand strategy or positioning statement,a brand positioring statement is a
succinct description of the core target audience to whom a particular brand is directed.A brand
positioning statement should paint a compelling picture of how the marketer wants their brand to be
viewed.
A well-constructed positioning statement is an invaluable means of bringing focus and clarity to the
development of marketing strategy and tactics. How?Because every decision that is made regarding the
brandiajudgedbyhmwwel|itaupporta1hepnoi1imn|ngnta1ement-from1hebrandname.theproduot
itself,the packaging,vo advertising,pmmo1ionm. etc,
The City of Bozeman's new position strategy will transcend into all other marketing and/or city
communications, used as a consistent messaging tool to help key individuals clarify the City of Bozeman's
appeal|n relation tm livability and its commercial opportunity.This new brand positioning statement must be
thoroughly adapted and echoed by city managers,city employees,and strategic partners.
Massive Studios Proiect Cost Estimates
Massive Studios breaks down project cost estimates based on our Modus Operandi.
Strategy Development $1.000 $1.500
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lFlease note,MASSIVE Studios based on chant additions or revisions not ouffinedm the m601=pasakThe
estimate costs are estimated and may vary+/. 16%of the total costs.AddsioriNy OxoOnSO not iterrilzed Actude,but are not iirrideo to,shipping costs,iong-
distance phone calls,courier charges andilr)y other expense(a)iricurred during prqfect deveiopment These cost estimates are vaiidfor 60 days trom Me late of
this proposat
Scheduling
Massive Studios in prepared 10 expedite this pn4*o/ at the acceptance and signing of this proposal,
Estimated time spent in production will be coordinated with Mr. KuhulsW based om variable scheduling
factors. Massive Studios estimates 4-5 weeks from the signing of this proposal for completion of the brand
positioning statement project coordinated with Mr, muku|aki.
2. Brand Identity Development
Maon/ve8fud/ua Modus Operandi
The brand identity development process is a partnership between the client and the advertising agency, To
begin the process,Massive Studios will provide Mr. Kmku|oki with seven tn ten strategic logo concepts,
This approach ensures that unique characteristics and designs intrinsic in each logo are scrutinized and
discussed am10 their relevance for the client,warranting(if necessary)further strategic revisions phases.
Proofing and revision can be what delays a project from being expedited. For that reason Massive Studios
a||oost**three logo/brand revision phases to be directed by the client and executed by Massive Studios.
Any additional revisions to the logo/brand concepts will be billable at the hourly design fee of$90/hrThio
fee helps ensure the pnojec\*W||be delivered on time,without delay and within budget,
Color la often used zo enhance the appearance or attributes ofalogo. Quite often color strategy io used 10
establish a brand, or to refresh a company's current marketing materials. Color concepts of the logos will
be provided to Wr. KukJaki when sufficient progress has been made with the design and development.
2 nr4
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Proposal/ x*cv«*/�osnan
Included with the brand identity development fee is the design of a single letterhead, one envelope design,
one business card design, and one ^Under Construction" web page, Additional forms or business cards
required byMr. Kuku|oki will be estimated and billed etthe hourly design rate of$90/hr.
Massive Studios Proiect Cost-Estimates
Massive Studios breaks down project cost estimates based on our Modus Opamndi' Not included in the
nm]ec, v^°/ ow/mat^o are exact fees omuoumvu with pmnfimg wre0000, p,/nomo mu ,°*uvo/o are provided once
mv/vpm nmjom.ar/aweo are defined and m*oo"n,vm m,.
Design &Development $3,500 Flat Fee
Please"otio,,MASSME Studicis reserves the
estimate Costs are estimated and may vary+/-15%Of the total costs.AddilionaPy expenses not r1smized),nclude,but are not limited to,shipping costs,jOng.
distance phone calis,courier chargesind any other experise(s)incurred during project deveiapment.7hoso COSP estimates are valid for 50 days from rho date of
this proposal.
Scheduling
Momoiwo Studios is prepared to expedite this project at the a000ptmnoo and signing of this proposal.
Estimated time spent )n production will be coordinated with K4c uuku|uki based on variable scheduling
factors. Massive Studios estimates 6-7 weeks from the signing of this proposal for completion of the brand
identity development project cnor6nu|od with Mr. Kuku|oW.
Proposed Totals
Brand Positioning Statement $1,000 $1,500
Brand Identity Development $8.500
i
Subtotal/ $4,500- $6,000
- `
3 of*
///massive stud os 10.0 2.2012
Proposal for:City of Bozernan
Terms
.Accounts Receivable
lkli invoices are due and payable within(30)days of receipt.A 1,2696 monthly service charge is payable on all overdue bal/Zutside nc The grant of any
license or right of copyright in the product or services provided is specifically conditioned on the receipt of full paymeof and
rvices.2. Pay nt Sphedule
Unless Ihdh�se negotiated,40%of the lower estimated Total is due upon project initiation,30%of the lower estimdue upon
design a rovaltand final balance of all remaining tees and expenses is due and payable upon delivery of digital files, ndors or other
Identified d 'verables to the Client.
3� Changes
The Client shall b esopnsible for making additional payments for all changes andJ or additions requested'by t e Client at no fault of Massive in
context of the origin project.Minimum hourly fees are billable to the Client per revision and/or addliip#t
4. Production Expenses
Ali production expenses Nolvih$any outside vendor that are billed to Massive will be invoicepl"to the Cli 1 at cost plus a 16%markup and be in
addition to the payment for lylassh� services or products as set forth in the proposal r,
6. Rush Fees Y,
Said proposal fees are based on Turk orformed during the course of standard(4 flour)workwe .Any overtime,rush,holiday necessitated by
the request of the Client will be boll at�plicable hourly fees plus 1l2 in addition"to ices quote
6. Cancellation
In the event of cancellation of stated prof 1{s) Uassive shall retain ownership of all copyrl is and original artwork.Upon cancellation Massive
may retain initial payment and Client she I Massive for additional hotrrs and expense ncurred up,to the date of cancellation. In the event of
cancellation,Client shall not use,copy or dis ose a�y of Massive wk product or sub !salons.
n�
7. Ownership of Creative Deliverables
Massive retains rights to all preliminary developme t and�na✓,16igital Ves for any p jects created and produced for the Client.The work and
submissions of Massive shall remain the property o assik,and shall not be u ,Copied or disclosed by Client in any manner without the
consent of Massive or completion and payment for th i"M ete project.7ha Bent retains rights to unlimited access to copies of final digital files
for projects created or produced after completion of tt rop`eCt and paym full by the Client.Rights io contracted,out-of house
photography and illustrations shall be negotiated on^ n in iv dual basis,.
S. Furnished MaterialsI
Massive cannot be held responsible if the Cl t furnishes pho graphy illustrations or other copywriting materials,It is the responsibility of the
Client to negotiate tees and usage rights C outside artists pro din U terlals. Client shall indemnify and held Massive harmless from any
claims,damages or expenses,inciud n easonable attorney fees d cells,arising out of or relating to Massive use of any photography,
illustrations or other materials fumishe y Client to Massive
9. Credit
Unless otherwise specified by iient,Massive shall be ac rded a edit line o all materials.Example is as follows;Design and Content by
Massive. t
10. Coda of Fair Practice
The Client and Massive ree to comply with the prcvis bns of the Code of F Practice;,q copy of which may be obtained from the Joint Ethics
Committee:
P.C.Box 179,Grand entral Station,
New York,NY,100 r
11. Litigation
This agreement shall be governed by the laws the Slate of Montana. In gie event of if bran)7�tj°artEas,tits pret 3lting'ary"shaTt9'o°_
ent Hid becaur..a!Lr�asn[ta?la atlprr g id costsircurred Mn ecrotofieem Trd°tevrr±s aguent.
By signing below, Client acknow�dges the terms and conditions set to h herein"end agrees that the above
terms and conditions shail govern the relationship and any agreement b ween the Qllent and Massive,
(Provided By) (Date)
(Authorized By) (Date)
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