City of Newcastle Contract Routing Form (Two original agreements should be attached)

Transcription

1 City of Newcastle Contract Routing Form (Two original agreements should be attached) Agreement Type: Contract for Services Originating Dept: Public Works Staff Contact: Maiya Andrews Project Information: Contractor/Consultant Name: NBBJ Project Name: Branding Contact: Eric Levine Address: State: Yale North Zip: Term: Effective Date: August 5, 2007 Council Approval Date: Funding Source/Account No: Certificate of Insurance: fvl) Exp. Date: City Business License No: }Jj)r Contract Review & Signature Routing In Order: 1. Department Director 2. City Attorney 3. Budget Manager 4. Contracting Party 5. City Manager 6. City Clerk Title: Principal City: Seattle Phone: "'-V"''~".<;., Expiration Date: August 29, 2008 Total Contract Amount: $29,000 Contract Processing- City Clerks Office Keep original on file (~trp-l-r Provide ~Ft iflttrto Originating Dept. Copy Routing Sheet to Finance Tax ID Form to Finance Scan for document imaging (.tif) Enter in Database Copy to Ord./ Reso. File Initial -nit) n~ 'f(, 'ri~ Recorded with King County Yes D NolzJ, ' Recording Date: Recording Number: Originating Department is responsible for providing a fully executed copy to the contracting party. NOTES:

2 CONTRACT FOR SERVICES City of Newcastle and NBBJ LP This Agreement is entered into by and between the City of Newcastle, Washington, a noncharter optional municipal code city hereinafter referred to as "the City", and NBBJ LP, a Washington Limited Partnership, herein referred to as "the Contractor", whose principal office is located at 223 Yale Avenue North, Seattle, Washington the City has determined the need to have certain services performed for its citizens but docs not have the resources to perform such services, and WHEREAS, the City desires to have the Contractor perform such services pursuant to certain terms and conditions, now, therefore, IN CONSIDERATION OF the mutual benefits and conditions set forth below, the parties hereto agree as follows: 1. Scope and Schedule of Services to be Performed by Contractor. The Contractor shall perform those services described on Exhibit A attached hereto and incorporated herein by this reference as if fully set forth. In performing such services, the Contractor shall at all times comply with all federal, state, and local statutes, rules and ordinances applicable to the performance of such services and the handling of any funds used in connection therewith. The Contractor shall request and obtain prior written approval from the City prior to the initiation of any specific task not included in the scope of services. If the scope or schedule is to be modified in any way, prior written approval is also required. 2. Compensation and Method of Payment. Payments shall be made by the City to the Contractor based on month-end billings. The City shall pay the Contractor for services rendered within thirty days after receipt of a billing voucher. The billing voucher shall be submitted by the Contractor on the Contractor's Letterhead but shall contain the information shown on Exhibit B attached hereto and incorporated herein by this reference. The total amount to be paid shall riot exceed $29,000 plus reimburseable expenses. The Contractor shall complete and return Exhibit C, Taxpayer Identification Number, to the City-prior to or along with the first billing voucher submittal. The Contractor's failure to submit billing vouchers within one hundred eighty (180) days of providing services may result in non-payment. With the monthly invoice, per the attached Billing Voucher (Exhibit B), shall be a narrative review and schedule of,the past month's activities, along with the work products developed, for which the invoice serves. Page 1 of 13

3 3. Duration of Agreement. This Agreement shall be in full force and effect for a period commencing December 5, 2007 and ending August 29, 2008 unless sooner terminated under the provisions hereinafter specified. 4. Ownership and Use of Documents. All documents, drawings, specifications, computer files, photographs, calculations, models, maps, and other materials produced by the Contractor in connection with the services rendered under this Agreement shall be the property of the City whether the project for which they are made is executed or not. 5. ~ndent.contractor. Contractor and City agree that Contractor is an independent contractor with respect to the services provided pursuant to this Agreement. Nothing in this Agreement shall be considered to create the relationship of employer and employee between the parties hereto. Neither Contractor nor any employee of Contractor shall be entitled to any benefits accorded City employees by virtue of the services provided under this Agreement. The City shall not be responsible for withholding or otherwise deducting federal income tax or social security or contributing to the State Industrial Insurance Program, or otherwise assuming the duties of an employer with respect to the Contractor, or any employee of the Contractor. 6. Indemnification. A. The Contractor agrees to indemnify the City 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 Contractor, the Contractor's employees, affiliated corporations, officers, and lower tier subcontractors in connection with this Contract. B. The City agrees to indemnify Contractor 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, the Cities employees, or agents in connection with this Contract. C. Negligence or willful misconduct of both the Contractor and the 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 Contractor and the City in proportion to their relative degrees of negligence or willful misconduct and the right of indemnity shall apply for such proportion. D. The Contractor hereby waives its immunity under Title 51 of the Revised Code of Washington for claims of any type brought by any Contractor agent or employee Page 2 of 13

4 against the City. This waiver is not for the benefit of employees or any third parties unrelated to the Contractor and is specifically negotiated by the parties and a portion of the City's payment hereunder is expressly made the consideration for this waiver. 7. Insurance. A. The Contractor shall procure and maintain in full force throughout the duration of the Agreement comprehensive general liability insurance with a minimum coverage of $1,000, per occurrence/aggregate for personal injury and property damage. Said policy shall name the city of Newcastle as an additional named insured and shall include a provision prohibiting cancellation or reduction in the amount of said policy except upon thirty (30) days prior written notice to the City. Cancellation of the required insurance shall automatically result in termination of this Agreement. B. The Contractor shall procure and maintain automobile liability insurance with a minimum combined single limit for bodily i{\jury and property damage of $1,000,000 per accident. The automobile liability insurance shall cover all owned, non-owned, hired and leased vehicles. Coverage shall be written on Insurance Services Office (ISO) form CA or a substitute form providing equivalent liability coverage. C. In addition to the insurance provided for in Paragraph A and B above, the Contractor shall procure and maintain in full force professional liability insurance for those services delivered pursuant to this Agreement that, either directly through Contractor employees or indirectly through contractual or other arrangements with third parties, involve providing professional services. Such professional liability insurance shall be maintained in an amount not less than $1,000, combined single limit per claim/aggregate. For the purposes of this Paragraph "professional services" shall include but not be limited to the provision of any services provided by any licensed professional. D. Contractor's insurance coverage except professiona liability and workers' compensation insurance shall be primary insurance with respect to the City. Any insurance, self-insurance, or insurance pool coverage maintained by the City shall be excess of the Contractor's insurance and shall not contribute with it. Certificates of coverage as required by Paragraphs A and B above shall be delivered to the City within fifteen (15) days of execution of this Agreement. 8. Record Keeping and Reporting. A. The Contractor shall maintain accounts and records, including personnel, property, financial and programmatic records which sufficiently and properly reflect all direct Page 3 of 13

5 and indirect costs of any nature expended and services performed in the performance of this Agreement and other such records as may be deemed necessary by the City to ensure the performance of this Agreement. B. These records shall be maintained for a period of seven (7) years after termination hereof unless permission to destroy them is granted by the office of the archivist in accordance with RCW Chapter and by the City. 9. Reports - Printed Copies & Electronic Version: When reports are required to be submitted to the City pursuant to this agreement, Contractor will provide three (3) printed copies to the City, and an electronic version. Said electronic version shall be submitted to the City in a computer format compatible with PC software programs in current usc by the City (Microsoft Word, Microsoft Excel, Microsoft Access, Microsoft PowerPoint, Microsoft Publisher, Visio, AutoCAD). 10. Audits and Inspections. The records and documents with respect to all matters covered by this Agreement shall be subject at all times to inspection, review or audit by law during the performance of this Agreement. 11. Termination. This Agreement may at any time be terminated by the City giving to the Contractor thirty (30) days written notice of the City's intention to terminate the same. Failure to provide products on schedule may result in contract termination. 12. Discrimination Prohibited. The Contractor shall not discriminate against any employee, applicant for employment, or any person seeking the services of the Contractor to be provided under this Agreement on the basis of race, creed, color, national origin, families with children, sex, sexual orientation, gender identity, marital status, age, or the presence of any sensory, mental, or physical disability or the use of a trained dog guide or service animal by a disabled person. 13. Assignment and Subcontract. The Contractor may not assign or subcontract any portion of the services contemplated by this Agreement without the prior written consent of the City. 14. Entire Agreement. This Agreement contains the entire Agreement between the parties hereto and no other Agreements, oral or otherwise, regarding the subject matter Of this Agreement, shall be deemed to exist or bind any of the parties hereto. Either party may request changes in the agreement. Proposed changes which are mutually agreed upon shall be incorporated by written amendments to this Agreement. 15. Notices. Administrative notices to the City of Newcastle shall be sent to the following address: Page 4 of 13

6 John F. Starbard, City Manager City of Newcastle Newcastle Way Newcastle, Washington Telephone: (425) Fax: ( 425) Legal notices shall be sent to the Newcastle City Clerk at the above address. Notices to the Contractor shall be sent to the following address: Address: 223 Yale Avenue North, Seattle, Washington Telephone: (206) The point of contact for the Contractor or the person responsible for the contract services is: Name: Eric Levine, Principal Telephone: (206) Fax Number: (206) City of Newcastle Business License. Contractor agrees to obtain a City of Newcastle business license prior to performing any work pursuant to this Agreement. 17. State of Washington Requirements. Contractor agrees to register and obtain any State of Washington business licenses, Department of Revenue account and/or unified business identifier number as required by RCW and prior to performing any work pursuant to this Agreement. 18. Applicable Law; Venue; Attorney's Fees. This Agreement shall be governed by and construed in accordance with the laws of the State of Washington. In the event any suit, arbitration, or other proceeding is instituted to enforce any term of this Agreement, the parties specifically understand and agree that venue shall be exclusively in King County, Washington. The prevailing party in any such action shall be entitled to its attorney's fees and costs of suit. Page 5 of 13

7 CITY OF NEWCAS1LE. W A.SHlNGTON By: -~-L~J_.st,~~~ Title:_:'f!z,ikJCI ~ Date: I/ '2-- (o Y Page 6 of 13

8 EXHIBIT A Scope of Services to be Provided by Contractor. The Contractor shall furnish services including, but riot limited to, the following: A. Services This Scope of Work is for the design of a new graphic identity for the City of Newcastle. NBBJ Branding +Design will work with the Client to design a graphic identity that is bold, striking and forward--looking quality while still reflecting the essence of the City. D.esign work will include the following components: City Identity (logo, mark, workmark or logotype) Stationery System (letterhead, envelope, business cards, mailing labels, one miscellaneous) 1111 Template formats for printed notices/informational brochure Website splash page example (design of aesthetics only to maintain continuity of graphic identity) The design and implementation procedure involves the following phases, which aid in scheduling, budgeting, and interim approval. Client will participate throughout all processes. The phases include: Phase I: Analysis " Identify goal$ and objectives. NBBJ Branding+ Design will work with the City to review and understand the Client's existing graphic identity, as well as their vision, business goals for the future. Phase II: Concept Design NBBJ will generate a design concept based on the analysis in phase I. This will establish the overall basis for imagery, color, materials, layout... The design will be presented for Client review and comment. One (1) meeting for two (2) Designers with the Client is provided. Additional meetings requested by Client will be billed in addition to the fee noted below. NBBJ will provide one (1) round of revisions to the concept design, if required, based on the Client review. Page 7 of 13

9 Phase Ill: Documentation I Implementation " Based on the approved designs, the graphic elements shall be finalized. Dimensions, usage guidelines and methods of printing shall be established. Time spent on changes to the work after approval by the Client's authorized representative will be considered an Additional Service. " The Client is responsible for providing final copy and NBBJ will create a final proof for approval. " NBBJ will hand off production and design files to our printer or another printer of Client's choice for final printing and delivery to Client. NBBJ will perform one local (Seattle) press check to ensure the quality of the printed piece. (If travel outside of Seattle is required for the press check, it will be billed in addition to the fee noted below.) " The Client shall contract directly with the printer for implementation services. The Designer shall not be held responsible for the quality or timeliness of the printer's work. The Client agrees to: " Provide written approvals " Provide approved message copy securing approvals for copy from third parties such as departments or end users and coordinate with printer Coordinate the decision-making processes with parties other than the Designer " Provide timely communication of administrative or operational decisions if they affect the design or production Complete final proofreading and sign-off of all project documents including artwork and design drawings before their release for printing " Approve printer pay applications " Participate in the final walkthrough and inspection Services shall be considered complete after the press check. Any services required after this time will be billed as an Additional Service. B. Compensation for Basic Services Fees for the professional services described in the Scope of Work will be on a lump sum basis with a fee of Twenty Nine Thousand US Dollars ($ 29,000 USD) plus reimbursable expenses as described below. Services and expenses will be invoiced monthly on a percentage of completion. Page 8 of 13

10 The breakdown of fees is as follows: Phase I: Analysis Phase II: Concept Design Phase ill: Documentation I Implementation Estimate for Reimbursable Expenses $ 7,400 $ 12,600 $ 9,000 $2,900 Reimbursable expenses are billable in addition to fees for professional services. Reimbursable expenses include but are not limited to: Ill Ill consultants' fees and expenses travel (when authorized by the Client); living expenses in connection with travel; transportation; mileage; fees for regulatory approvals~ long-distance telephone tolls; postage; express mail; delivery service; shipping; photographic images; digital outputs; plotting; printing; reproduction of drawings and specifications; technology costs; rendering and model supplies; and, contracted renderings and models Client will reimburse expenses incurred by NBBJ in the course of providing services under this Agreement at 1.15 times the actual cost. Reimbursable expenses will be summarized on the invoice by type of expense. Copies of receipts will not accompany the invoice, but may be reviewed at NBBJ's offices for seven calendar years including the year the expense was incurred. C. Compensation for Additional Services If the Client requests or the Project requires services outside the Scope of Work described in the proposal;nbbj will notify the Client and obtain its consent before starting Additional Services. The Client will compensate NBBJ for approved Additional Services at NBBJ's normal hourly billing rates plus reimbursable expenses at 1.15 times cost unless the Client and NBBJ agree on a fixed fee for the Additional Services. Normal hourly billing rates for services performed on the basis of professional time charges are: Principal Project Manager Senior Professional Staff Design Staff $230 /Hour $175/Hour $ 145 I Hour $ 120 I Hour Page 9 of 13

11 The rates for services may be adjusted annually, effective March 1 if adjusted, in accordance with NBBJ's normal rate review practices. The following items are not within the Scope of Work outlined in this document but may be requested or recommended as needed: D. Miscellaneous.... Website code, page design outside of splash screen, GUI Custom/stock photography and/or travel/coordination.of a photo shoot Work required due to changes to the work after approval by Client's authorized representative Work resulting schedule changes by Client or others Work resulting from modification to the scope by Client or others Printing costs The Client will provide information concerning its design objectives, constraints, and criteria (which may include surveys, as-built drawings, existing graphic or marketing information, a list of the Client's in-house printing capabilities, demographic information, and existing photography) at its own expense. NBBJ is entitled to rely on the accuracy and completeness of information provided by the Client for use by NBBJ. A single authority will render approvals and decisions on behalf of the Client. The Client's authorized representative is John Starbard, City Manager, though other persons designated by him may be day-to-day point(s) of contact. Payment for services and reimbursable expenses are due upon receipt of invoice. Unpaid invoices will incur interest of eighteen percent (18%) per year on any amount not paid within 30 days of the invoice date. II Elaborate graphic design, special presentations, construction of models, color renderings or reports other than those prepared by NBBJ for functional development of the Project are not anticipated. If required, such services will be Additional Services. II Original drawings and specifications are instruments of service and are the property of NBBJ. Upon the Client's request, NBBJ will provide reproducible copies of all work for the Client's Project. Client is licensed to use the instruments of service for Client only. All elements of the design are developed using Macromedia Freehand, Adobe Photoshop, Microstation I Triforma, and AutoCAD. This use license is revocable if Client fails to comply with all obligations under this Agreement. Ill While NBBJ will work in the best interest of the Client, if the Client is unable or declines to attend walk-throughs or press checks, NBBJ is not liable for the potential Client rejection of final product, or any related costs or fees. However, NBBJ will Page 10 of 13

12 conduct press checks per this Agreement with the intention of producing a high quality product. During this process, NBBJ may check color, typography, materials, and layout among other items. While NBBJ may review accuracy of spelling, content, and sign messages, proofreading is the responsibility of the Client m Discrimination in employment is prohibited under Title VII of the Civil Rights Act of Recognizing its legal as well as social obligations to afford equal opportunity, NBBJ employs an affirmative action program in furtherance of the company's policy. It is the policy of NBBJ to afford equal opportunity for employment to individuals without regard to race, religion, color, national origin and ancestry, disability; medical condit~on, Veteran status, marital status, sexual orientation, gender or age. iii This Proposal is valid for thirty (30) days. Billing/Rate Information: The Contractor shall be reimbursed at the following rates: Compensation for Basic Services Principal Project Manager Senior Professional Staff Design Staff $225 /Hour $ 170 I Hour $ 140 I Hour $ 115 I Hour Compensation for Additional Services Principal Project Manager Senior Professional Staff Design Staff $ 2301Hour $ 175 I Hour $ 145 I Hour $ 120 I Hour The rates for services may be adjusted annually, effective March 1 if adjusted, in accordance with NBBJ's normal rate review practices. Page 11 of 13

13 EXHIDITB Billing Voucher Monthly invoices shall be on the Contractor's letter head and shall contain the following information: To: City of Newcastle Newcastle Way Newcastle, Washington Telephone: ( 425) Fax: (425) Contractor: Telephone:---~--- Mailing Address: Specific Program: """" Contract period: Reporting Period: Amount requested this invoice: fuvoice Number: Date of fuvoice Authorized signature.,.,_,.....,...,..._. ~,.....,...,.,.._...,...,...,...,,...,...,.,...,..,.. BUDGET SUMMARY: Total contract amount Previous payments Current request Total requested this contract to date Balance remaining Note: If applicable, submit a separate voucher for each program which is funded by your City of Newcastle contract. Approved for Payment: For Department Use Only Date: Page 12 of 13