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HomeMy WebLinkAboutProfessional Services Agreement with Classic Ink_5 Commission Memorandum REPORT TO: Honorable Mayor and City Commission FROM: Natalie Meyer, Sustainability Program Manager Chuck Winn, Assistant City Manager SUBJECT: Professional Services Agreement with Classic Ink for Website, Marketing and Outreach on the Bozeman Business Energy Program. MEETING DATE: June 23, 2014 AGENDA ITEM TYPE: Consent RECOMMENDATION: Authorize the City Manager to sign the Professional Service Agreement for website, marketing, and outreach on the Bozeman Business Energy Program. BACKGROUND: To successfully communicate with the business community on the launch of the new Bozeman Business Energy Program, the City sent out a Request for Proposals to several marketing firms for website, marketing, and public outreach. Six quotes were received and Classic Ink was selected. On December 16, 2013, the City Commission approved Resolution 4497, creating the Bozeman Business Energy Program to promote cost savings, energy efficiency and renewable energy in commercial buildings. As part of this program, the Big Sky Energy Revolving Loan Fund was dissolved and the balance of $59,399 was reallocated to the Bozeman Business Energy Program’s Incentive Fund to provide energy efficiency incentives to businesses participating in the program. As part of the proposed program, a half-time Energy Conservation Technician was hired on May 5, 2014 to launch and manage the effort. In the FY14 budget, $40,000 was allocated for staffing or professional services to support the implementation of the Climate Action Plan. These funds will be applied towards the half-time position and this Professional Services Agreement. UNRESOLVED ISSUES: There are no known unresolved issues to be addressed by the Commission. ALTERNATIVES: As suggested by the Commission. FISCAL EFFECTS: Per the attached agreement, the City would pay the Consultant $32,000 for website, marketing, and outreach related to the Bozeman Business Energy Program. This amount was authorized by the City Commission in the FY14 budget. Attachments: Professional Service Agreement 25 Report compiled on: June 17, 2014 26 Professional Services Agreement for Branding, Website Design & Development, Marketing/Outreach for the Bozeman Business Energy Program Page 1 of 5 PROFESSIONAL SERVICES AGREEMENT THIS AGREEMENT is made and entered into this _____ day of June, 2014, 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 Classic Ink., 627 E Peach St Ste 1, 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 30th day of June, 2015. 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. 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 based on the Consultant’s proposal but not to exceed Thirty-two thousand ($32,000.00) for services performed pursuant to the Scope of Services. In addition, Consultant may be billed at the hourly rate, not to exceed Seventy- Five Dollars ($115.00) for any additional services requested beyond the scope of work. 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 27 Professional Services Agreement for Branding, Website Design & Development, Marketing/Outreach for the Bozeman Business Energy Program Page 2 of 5 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 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 28 Professional Services Agreement for Branding, Website Design & Development, Marketing/Outreach for the Bozeman Business Energy Program Page 3 of 5 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. The above obligations shall survive termination of this agreement. In addition to and independent from the above, Consultant shall secure insurance coverage that will protect, defend, and indemnify the City and which is acceptable to the City and furnish to the City an accompanying certificate of insurance issued by a company authorized to do business in the State of Montana in amounts not less than as follows: • Workers’ Compensation - statutory • Employers’ Liability - $1,000,000 per occurrence; $2,000,000 annual aggregate • 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 • 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 29 Professional Services Agreement for Branding, Website Design & Development, Marketing/Outreach for the Bozeman Business Energy Program Page 4 of 5 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. 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 Assignability: 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 Natalie Meyer and Consultant’s designated liaison with City is Kietra Nelson. 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 30 Professional Services Agreement for Branding, Website Design & Development, Marketing/Outreach for the Bozeman Business Energy Program Page 5 of 5 Consultant shall not issue any statements, releases or information for public dissemination without prior approval of the City. 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. 18. Attorney’s Fees and Costs: That in the event it becomes necessary for either Party of this Agreement to retain an attorney to enforce any of the terms or conditions of this Agreement or to give any notice required herein, then the prevailing Party or the Party giving notice shall be entitled to reasonable attorney's fees and costs, including fees, salary, and costs of in-house counsel to include City Attorney. IN WITNESS WHEREOF, the parties hereto have executed this instrument the day and year first above written. CITY OF BOZEMAN, MONTANA Classic Ink By________________________________ By__________________________________ Chris Kukulski, City Manager Print Name: Print Title: ____________________________ APPROVED AS TO FORM: By_______________________________ Greg Sullivan, Bozeman City Attorney 31 ATTACHMENT A Scope of Services for the Bozeman Business Energy Program website, marketing, and outreach: I. PROJECT OBJECTIVES • Build awareness of the Bozeman Business Program • Build a user base of the Business Energy Program within the www.BozemanClimatePartners.net site • Entice Bozeman businesses to participate, register, and certify under the Bozeman Business Energy Program II. SERVICES TO BE PROVIDED • Program branding, including logo development and style guide. • Consultation and update of current www.BozemanClimatePartners.net to improve usability, content and structure. • Build and incorporate Business Energy Program information into the www.BozemanClimatePartners.net site. • Assist with a website hosting, backup, and website maintenance plan, including CITY staff training. • Develop a program overview video of the Business Energy Program to be included in the site. • Develop and implement a campaign strategy. • Development of a communications plan that includes creation and implementation of a combination of efforts that may include such items as print media, collateral, direct email, PR/earned media and social media. • Perform outreach and marketing including purchased media, direct mail, social media, PR, press releases, and earned media. Develop branded program collateral such as business cards, rack cards, window stickers, and program recognition plaques. III. SITE CONTENT DEVELOPMENT a. Content Outline: Prior to starting the design process, the CITY will develop an expanded overview of the site outline that lists specific details for each section and page of the site. All text, images and functionality considerations, including forms, interactive features, and secure directories should be listed in the content outline. b. Content Creation: Using the content outline as a reference, text can be written and images gathered for each page. All content should be edited and finalized by 32 the CITY before it is handed off to the design team. CONTRACTOR requests that all content be delivered before development of the beta site. IV. IMPLEMENTATION After the site design has been developed and approved, the CONTRACTOR will code the beta site on a new hosting environment. The development site will be accessible to the CITY but hidden from public view. a. CMS Platform: The CONTRACTOR will utilize the WordPress platform as a content management system that is intuitive and easy to use. b. Web Hosting: The CONTRACTOR recommends using Bluehost.com, a US company and preferred host for WordPress websites. The CONTRACTOR has verified that Bluehost.com will meet or exceed all hosting criteria outlined in the Request for Proposals. The CONTRACTOR will facilitate domain registration and web hosting set-up, but the CITY will retain complete ownership and control of these services. c. Final Proofing and Testing: Once the site construction is complete, CONTRACTOR will proof content and test functionality prior to launching the site. In addition, CONTRACTOR will conduct cross platform browser testing to ensure the site is performing correctly on multiple browser types. d. Search Engine Optimization: CONTRACTOR will implement basic SEO tactics to ensure the new site is optimized for search engines (detailed in Attachment B). In addition, CONTRACTOR will rely on the built-in SEO tools. e. Site Launch: Once the beta site has been approved, the CONTRACTOR will launch the public site. The CONTRACTOR will offer free maintenance and support for the first 30 days after initial web site launch. After this time, the CONTRACTOR will be available to help with maintenance and support issues for an hourly fee. f. WordPress Training: After the website goes live, the CONTRACTOR will conduct WordPress training sessions for the CITY. These sessions will not exceed a total of five hours. CONTRACTOR will also provide the CITY with a website “owner’s manual,” which will contain all website related login information along with FAQs and links to support documentation. V. OTHER TECHNICAL SPECIFICATIONS a. Accessibility of Website: The CONTRACTOR will develop the new site to comply with Web Content Accessibility Guidelines (WCAG), electronic & I.T Accessbility7 Standards, Usability.gov Accessibility Guidelines, and ADA Title II State & Local Nondiscrimination Requirements. 33 b. Additional Tools and Capabilities: The CONTRACTOR will implement additional website tools including: keyword search, dynamic site caching system, RSS feed, and analytics reporting (Google). VI. SCHEDULE OF DELIVERABLES The following schedule of deliverables has been agreed upon by CONTRACTOR and the CITY. The schedule may be modified based on the mutual agreement of both parties: a. CONTRACTOR meets with CITY 06/16/2014 b. CONTRACTOR proposes design concepts 07/09/2014 c. Beta Site Established 07/30/2014 d. Quarantine Begins (no new concepts) 08/13/2014 e. Proposed Site Launch 08/31/2014 VII. BUDGET Fee estimate does NOT include: photography, illustration, database development, maintenance, domain registration fees, web hosting fees, or other tasks not outlined in the proposal. a. Maintenance: As part of this project, the CONTRACTOR will maintain the website and work on any issues for 30 days after site launch. After this date, the CONTRACTOR will charge $115 per hour for maintenance, repairs, and support issues related to the website. 34