Loading...
HomeMy WebLinkAboutBlue Door Consulting/Senior Center 3.18.2013 PROFESSIONAL SERVICES AGREEMENT: MARKETING SERVICES- OSHKOSH SENIORS CENTER THIS AGREEMENT, made on the 5TH day of April, 2013, by and between the CITY OF OSHKOSH, party of the first part, hereinafter referred to as CITY, and BLUE DOOR CONSULTING, LLC, 21 W. New York Avenue, Oshkosh, WI 54901 , hereinafter referred to as the CONSULTANT, WITNESSETH: That the City and the Consultant, for the consideration hereinafter named, enter into the following agreement. The Consultant's proposal is attached hereto and reflects the agreement of the parties except where it conflicts with this agreement, in which case this agreement shall prevail. ARTICLE I. PROJECT MANAGER A. Assignment of Project Manager. The Consultant shall assign the following individual to manage the project described in this contract: (Heidi Strand— Blue Door Consulting, LLC) B. Changes in Project Manager. The City shall have the right to approve or disapprove of any proposed change from the individual named above as Project Manager. The City shall be provided with a resume or other information for any proposed substitute and shall be given the opportunity to interview that person prior to any proposed change. ARTICLE II. CITY REPRESENTATIVE The City shall assign the following individual to manage the project described in this contract: (Mark Ziemer, Oshkosh Seniors Center Director) ARTICLE III. SCOPE OF WORK The Consultant shall provide the engineering services described in the Consultant's "Blue Door Consulting, LLC Consulting Agreement" proposal dated 3/18/2013. If anything in the Consultant's proposal conflicts with this agreement, the provisions in this agreement shall govern. 1 The Consultant may provide additional products and/or services if such products/services are requested in writing by the Authorized Representative of the City. ARTICLE IV. CITY RESPONSIBLITIES The City shall furnish, at the Consultant's request, such information as is needed by the Consultant to aid in the progress of the project, providing it is reasonably obtainable from City records. To prevent any unreasonable delay in the Consultant's work the City will examine all reports and other documents and will make any authorizations necessary to proceed with work within a reasonable time period. ARTICLE V. TIME OF COMPLETION The work to be performed under this contract shall commence immediately and work will be completed no later than November 1 , 2013 unless both parties agree to extend the completion date in writing. ARTICLE III. PAYMENT A. The Contract Sum. The City shall pay to the Consultant for the performance of the contract the sum of $2,205, adjusted by any changes hereafter mutually agreed upon in writing by the parties hereto. Fee schedules shall be firm for the duration of this Agreement. B. Method of Payment. The Consultant shall submit itemized monthly statements for services. The City shall pay the Consultant within 30 calendar days after receipt of such statement. If any statement amount is disputed, the City may withhold payment of such amount and shall provide to Consultant a statement as to the reason(s) for withholding payment. C. Additional Costs. Costs for any additional services are to be negotiated and set forth in a written amendment to this agreement executed by both parties prior to proceeding with the work covered under the subject amendment. ARTICLE IV. CONSULTANT TO HOLD CITY HARMLESS The Consultant covenants and agrees to protect and hold the City of Oshkosh harmless against all actions, claims and demands of any kind or character whatsoever which may in any way be caused by or result from the intentional or negligent acts of the Consultant, his agents or assigns, his employees or his subcontractors related 2 however remotely to the performance of this Contract or be caused or result from any violation of any law or administrative regulation, and shall indemnify or refund to the City all sums including court costs, attorney fees and punitive damages which the City may be obliged or adjudged to pay on any such claims or demands within thirty (30) days of the date of the City's written demand for indemnification or refund. ARTICLE V. INSURANCE The Consultant shall provide insurance for this project that includes the City of Oshkosh as an additional insured. The specific coverage required for this project is attached and listed as: "Ill. Professional Services Liability Insurance Requirements." ARTICLE VI. TERMINATION A. For Cause. If the Consultant shall fail to fulfill in timely and proper manner any of the obligations under this Agreement, the City shall have the right to terminate this Agreement by written notice to the Consultant. In this event, the Consultant shall be entitled to compensation for any satisfactory, usable work completed. B. For Convenience. The City may terminate this contract at any time by giving written notice to the Consultant no later than 10 calendar days before the termination date. If the City terminates under this paragraph, then the Consultant shall be entitled to compensation for any satisfactory work performed to the date of termination. This document and any specified attachments contain all terms and conditions of the Agreement and any alteration thereto shall be invalid unless made in writing, signed by both parties and incorporated as an amendment to this Agreement. In the Presence of: CONSULTANT B, �i "War/ (Seal of Consultant pecify Title) if a Corporation.) By: (Specify Title) 3 CITY OF OSHKOSH 1 By: ) i6 '— Mark A. hloff, City Manager its) _ And: N. t � � � . Yvitness) Pamela R. Ubrig, City Clerk APPROVED: I hereby certify that the necess- ary provisions have been made to Agit pay the liability which will accrue 79 l.. .AL; under this contract. City Attorney u2« U Financ' di /ctor 4 .:', i I '''."1:,,,, #v * S a'. MI consult tits; BLUE DOOR CONSULTING, LLC CONSULTING AGREEMENT THIS AGREEMENT is entered into this day of March 14, 2013 by and between BLUE DOOR CONSULTING, LLC, a Wisconsin limited liability company("BDC") and OSHKOSH SENIOR CENTER("CLIENT"). 1. Scope of Services. BDC agrees to provide the following services to assist CLIENT'S marketing initiatives(the"Services")in the following areas: a. Logo and tagline development b. Naming two buildings More details regarding work provided and hours estimated for the above projects located on page 5. 2. Additional Services. The terms and provisions of this Agreement shall apply to all future and/or additional services performed for CLIENT by BDC(the "Additional Services").Additional Services shall include all services requested by CLIENT but not listed in Paragraph 1.Additional Services shall include,without limitation,services requested orally and in writing,whether by Additional Service Orders, email or other communication between the parties.The term of this Agreement shall then commence upon BDC's agreement to provide the Additional Services,and the term of this Agreement shall terminate when the Additional Services have been completed. 3. Fees and Expenses. BDC will charge CLIENT at the rate of ninety dollars and no/100($90.00) per hour and time will be billed in fifteen (15) minute increments. Project-related expenses,including, but not limited to,mileage, report production, printing, photography, and software,will be billed to CLIENT at the same cost as incurred by BDC for those expenses. BDC shall provide CLIENT,via email, a monthly invoice for hours worked and project-related expenses. Payment shall be due upon CLIENT's receipt of the invoice. If BDC does not receive payment within thirty(30) days of CLIENT's receipt of the invoice, BDC may charge interest at a rate of two percent (2%). 4. Confidentiality Restrictions. BDC acknowledges that BDC will have access to certain confidential information and/or trade secrets of CLIENT("Confidential Information"). Confidential Information shall mean and include any and all confidential and/or proprietary information of CLIENT or its clients directly or indirectly disclosed to BDC,orally, in writing,visually through observations by BDC, or by any other means and shall include, but is not limited to:confidential or proprietary information of clients;current and prospective client names, lists and information;product specifications and design information; information related to proprietary products;information related to proprietary processes and techniques; product development information;cost and pricing information;sources of products and services;vendor and supplier information; information regarding referral sources; information related to business strategies and plans; information related BLUE DOOR CONSULTING I 27 W. NEW YORK I OSHKOSH,WI 54901 I (920)230-2583 I WWW.BLUEDOORCONSULTING.COM M� # �.kr t • 1 f r F, III E iE t ' 1 I ' P [, . : , , ``�� ! _ t consult li to business opportunities; marketing information; operating methods and procedures;training methods and procedures; business practices;employee names, compensation and personnel information; proprietary computer software; software applications;tax information and financial information. BDC agrees to treat the Confidential Information as strictly confidential and not to use or disclose the Confidential Information for any purpose other than the performance of the Services. Confidential Information shall not be disclosed or distributed to third parties by BDC without the express written consent of CLIENT.The Confidential Information shall not include information that: (i)was in the public domain prior to its receipt by BDC or which thereafter becomes part of the public domain through no fault of BDC; (ii)was lawfully in the possession of BDC prior to its receipt from CLIENT; (iii) is received by SUBCONTRACTOR from a third party not under a duty of confidentiality; (iv) is independently developed by BDC without access to the Confidential Information;or(v) is required to be disclosed pursuant to a subpoena or order from a court or government agency, in which case BDC shall immediately inform CLIENT in writing and give CLIENT the right to object to the disclosure (any such disclosure shall not other otherwise change the confidential nature of the Confidential Information disclosed).The confidentiality restrictions contained in this Agreement shall be in effect during the period BDC is providing the Services for CLIENT. 5. Ownership of Intellectual Property. BDC agrees that all inventions, innovations, discoveries, improvements,trademarks,trade names,work product and other intellectual property("Intellectual Property"), developed, discovered or created by BDC,either in whole or in part, in the course of providing the Services shall immediately become the absolute property of the CLIENT.A lifetime license for BDC's use for promotional purposes is guaranteed for all work, unless otherwise agreed upon in writing by the parties. 6. Term. This Agreement is for an indefinite term commencing on the date it is executed by both parties and continuing in effect until all Services are completed or until such time as it is terminated as provided in this Agreement. 7. Termination. This Agreement may be terminated by CLIENT at any time,without cause, upon written notice to BDC. In the event that this Agreement is terminated by CLIENT,CLIENT shall be immediately responsible for any fees and expenses incurred by BDC prior to BDC's receipt of the written termination notice. CLIENT agrees to pay such fees and expenses as required by this Agreement. 8. Limitation of Liability. BDC shall not be liable to CLIENT for any indirect, incidental,special, consequential or punitive damages,including loss of profit,arising out of this Agreement. In addition,the liability of BDC for other damages(whether in contract,tort or otherwise)shall not exceed an amount equal to the amount of the fees and expenses due to BDC under this Agreement. BLUE DOOR CONSULTING I 21 W. NEW YORK I OSHKOSH,WI 54901 I (920)230-2583 I WWW.BLUEDOORCONSULTING_COM x n i ` 4(� .F t xi T v�+ *4 CO/V%tatIng 9. Client Listing. CLIENT agrees that BDC can list CLIENT'S name in its promotional materials, including, but not limited to, print and electronic media. 10. Confidentiality. Subject to the provision set forth in paragraph nine (9),the parties agree that the terms of this Agreement and the relationship between the parties are private and confidential. Each party agrees to maintain the confidentiality thereof, and not to disclose information relating thereto, except as may be necessary to fulfill the terms of this Agreement. 11. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Wisconsin. 12. Entire Agreement/Amendments. This Agreement and any exhibits or attachments to the Agreement constitute the entire agreement between the parties regarding its subject matter.This Agreement shall not be amended except by subsequent written agreement signed by both parties. 13. Authority. Each person executing this Agreement on behalf of a party warrants and represents that he/she has been duly authorized to execute this Agreement and that this Agreement will be binding upon such party in accordance with its terms. 14. Arbitration. Any dispute between the parties arising out of or in any way related to the interpretation, implementation, operation or enforcement of this Agreement shall be resolved by binding arbitration conducted in accordance with the rules of the American Arbitration Association. Each party shall pay one-half(1/2) of the cost of arbitration proceedings, excluding attorney's fees incurred by either party. 15. Waiver or Modification. No waiver by either party of a breach of any provision of this Agreement shall operate or be construed as a waiver of any subsequent breach. No waiver or modification of any provision or limitation contained in this Agreement shall be valid unless in writing duly executed by the party charged therewith and no evidence of any waiver or modification shall be offered or received in evidence at any proceeding, arbitration or litigation between the parties, unless such waiver or modification is in writing, duly executed by the party charged therewith. 16. Binding Effect. This Agreement shall be binding upon and inure to the benefit of each of the parties and their respective heirs,successors,transferees and assigns. 17. Reading and Understanding. Each person executing this Agreement on behalf of a party acknowledges and agrees that he/she has carefully read and understands this Agreement. BLUE DOOR CONSULTING I 21 W. NEW YORK I OSHKOSH,WI 54901 I (920)230-2583 I WWW.BLUEDOORCONSULTING.COM 1111. ti r''' R I] E .. t v ciaiti IF 4 re DIY S W ? , Y t "' � R ° y MI constatutg 1. IN WITNESS WHEREOF,the undersigned have caused this Agreement to be executed as of the day and year first written above. CAUTION: READ BEFORE SIGNING BLUE DOOR CONSULTING, LLC By: Heidi Strand Date: March 18, 2013 / / ', By: Brenda Haines Date: March 18, 2013 ifGx( OSHKOSH SENIORS CENTER By: Mark Zie er Date: March 18, 2013 BLUE DOOR CONSULTING I 21 W.NEW YORK I OSHKOSH,WI 54901 I (920)230-2583 I WWW.BLUEDOORCONSULTING.COM a R 1 t i , , „ [ v Lk i • X .h. CO It SIf 1111iR t, , t ;Yi, , i 11E3 NM Logo and Tagline Deliverables Timeline Hours Logo/tagline exploration meeting 4 hours • Preparation for the facilitated session, including working with Seniors Center staff to set the date and invite participants • 1 session with staff and Seniors Center stakeholders Mood board development and feedback process Draft: 6 hours • Developing 2 mood board based on Session + 1 week exploration meeting feedback • Presenting mood boards to staff and Final: gathering input on future logo direction Session+ 2 weeks Logo/tagline design and file preparation Draft: 10 hours • Providing three logo concepts Mood Board • Working with staff to solicit stakeholder input approval + 1 week on logo designs • Revising winning logo Final: • Preparing final files for revised logo Mood Board approval +4 weeks Building Name Deliverables Timeline Hours Question session as part of the logo/tagline With logo session .5 hours exploration meeting Brainstorming name options Session + 1 week 2 hours Revisions based on feedback from team Session +2 weeks 2 hours BDC will not bill the CLIENT in excess of$2,205 unless there is a change to the scope of work. All design deliverables will be provided to CLIENT on a CD with files saved in jpg,pdf,and original layered formats. Two copies of any final printed materials related to this project will be provided, unless CLIENT indicates that an electronic version would suffice. BLUE DOOR CONSULTING I 21 W_ NEW YORK I OSHKOSH,WI 54901 I (920)230-2583 I WWW.BLUEDOORCONSULTING.COM .. ' 4 , . ,�1 i OP ID:LS d4C-0 CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY) 04/22/2013 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies) must be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Phone:920-235-2764 CONTACT Laurie Schafer Servant Insurance Fax:920-235-2694 PHONE 414-421-9200 FAX No):414.421-8991 430 N Koeller Street lAlC,No.EA): Oshkosh,WI 54902 E-MAIL SS:Ischafer@servantinsurance.com Mark Priestaf,CIC,CRM PRODUCER BLUED-1 CUSTOMER ID#: INSURER(S)AFFORDING COVERAGE NAIC# INSURED Blue Door Consulting INSURER A:Secura Insurance Company 22543 Tyler Reinhard INSURER a:TOWER SPECIAL FACILITIES PO Box 1515 INSURER C. Oshkosh,WI 54903-1515 INSURER D: INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT 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.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR POLICY NUMBER (MMIDD//YYYY) IMMIDD�I LIMITS LTR INSR WVD GENERAL UABILITY EACH OCCURRENCE $ 1,000,000 A X COMMERCIAL GENERAL LIABILITY X BP3108969 12/14/2012 12/14/2013 pREM SESO(Ea occcu encel $ 100,000 CLAIMS-MADE X OCCUR MED EXP(Any one person) $ 5,000 PERSONAL&ADVINJURY $ 1,000,000 GENERAL AGGREGATE $ 2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS-COMP/OP AGG $ 2,000,000 7 POLICY n j7T fl LOC $ AUTOMOBILE LIABILITY X COMBINED SINGLE LIMIT $ (Ea accident) ANY AUTO BODILY INJURY(Per person) $ ALL OWNED AUTOS BODILY INJURY(Per accident) $ SCHEDULED AUTOS PROPERTY DAMAGE $ X HIRED AUTOS (Per accident) X NON-OWNED AUTOS — $ X UMBRELLA UAB X OCCUR EACH OCCURRENCE $ 5,000,000 EXCESS UAB CLAIMS-MADE AGGREGATE $ 5,000,000 A CU3181653 12/14/2012 12/14/2013 — DEDUCTIBLE $ X RETENTION $ 10000 $ WORKERS COMPENSATION WC STATU- OTH- AND EMPLOYERS'LIABILITY TORY LIMITS ER A ANY PROPRIETOR/PARTNER/EXECUTIVE Y/N WC3108970 12/14/2012 12/14/2013 E.L.EACH ACCIDENT $ 500,000 OFFICER/MEMBER EXCLUDED? Y N I A (Mandatory In NH) E.L.DISEASE-EA EMPLOYEE $ 500,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ 500,000 B PROFESSIONAL H712-18908 12/14/2012 12/14/2013 Limit 5,000,000 B CLAIMS MADE Deductibl 15,000 DESCRIPTION OF OPERATIONS I LOCATIONS!VEHICLES (Attach ACORD 101,Additional Remarks Schedule,If more space Is required) Heidi Strand & Brenda Haines are excluded from the work comp policy. The City of Oshkosh, and its officers, council members, agents, employees and authorized volunteers are listed as additional insured on the general liability and auto liability via endorsement. CERTIFICATE HOLDER CANCELLATION CIOS113 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN CITY OF OSHKOSH ACCORDANCE WITH THE POLICY PROVISIONS. PO BOX 1130 OSHKOSH,WI 54903-1130 AUTHORIZED REPRESENTATIVE Mark Priestaf,CIC,CRM 1 ©1988-2009 ACORD CORPORATION. All rights reserved. ACORD 25(2009/09) The ACORD name and logo are registered marks of ACORD