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HomeMy WebLinkAboutAgr 2012-04-24 (Alex Cichy Creative)AGREEMENT FOR PROFESSIONAL SERVICES CREATIVE CONSULTANT FOR MARKETING AND COMMUNICATIONS TASK FORCE THIS AGREEMENT, made and entered this 24th day of April , 2012, by and between the TOWN OF TIBURON, a political subdivision of the State of California, hereinafter called "Town," and Alex Cichy Creative , hereinafter referred to as "Consultant," RECITALS A. The Town desires to retain a qualified and competent creative consultant for the Marketing and Communications Task Force to assist them in the implementation their marketing concepts. B. The Consultant has the skill and experience to undertake this work. The parties wish to contract for the provision of services as described in this Agreement. AGREEMENT Scope of Consultant Services. Consultant shall perform the services described herein. The Consultant shall execute the work in a timely manner and as requested by the Town. 2. Compensation. Town agrees to pay Consultant as set forth in Proposal $5,000. $2,500 shall be provided upon the Town's receipt of three substantially different design concepts. If the three concepts provide a satisfactory basis to proceed, the remaining $2,500 shall be paid upon completion of the work described in the Scope of Work set forth in this Agreement. 3. Standard of Work, Indemnity. Consultant shall perform the services in a skillful and professional manner compatible with the usual, customary standard of Consultant's profession. Consultant shall indemnify, defend and hold Town harmless from and against claims, liabilities, suits, loss, cost, expense and damages to the extent caused by a negligent act or omission of Consultant's in the performance of the Services pursuant to this Agreement. 4. Scope of Work. The work shall include a branding idea(s), a positioning line, visual/graphic treatment, and a signature identification design that must be constant in message, tone and feel and obviously consistent with positioning or theme line. Work will need to reflect and brand personality as described in separate materials supplied by the Marketing and Communications Task Force and the Town. The Consultant will: a. Provide three (3) substantially different concepts from which the Task Force expects to choose one for further refinement. Creative Consultant. lgreernent 2012 Page 1 /3 b. Work with an identified Selection Committee (two members of the Marketing and Communications Task Force) to refine one of the concepts into a fully implementable image consistent with the Scope of Work described herein. C. Determine how the refined concept would be used on the Town's new website, which is currently under development; the website "splash page" will be the principle vehicle for showcasing the new concept. d. Provide preliminary design(s) for how the refined concept might be used on print materials, such as a brochure. e. Provide preliminary design(s) for how the refined concept might be used on way- finding signage. f. Meet with the Task Force in up to three meetings to discuss first the three concepts and then the refined one. g. Attend up to one meeting of the Tiburon Town Council if requested by the Town Manager. 5. Consultant as Independent Contractor. Consultant (including its agents and employees) is not an agent or employee of the Town but is an independent contractor not subject to the direction and control of the Town. Without limiting the foregoing, Consultant shall maintain complete control of its operations and personnel and shall be solely liable and responsible to pay all required salaries, wages, expenses, taxes and other obligations, including, but not limited to, withholding and Social Security. 6. Ownership of Documents, Re-Use, Indemnity. For the purpose of this Agreement, "Documents" shall include text copy, graphics, code, disks, diskettes, CDs, and other written or electronic communications or data. All Documents, including drawings and specifications prepared by Consultant pursuant to this Agreement shall be the property of Town. Documents should be in formats usable by the Town. 7. Delinquency. In the event that a proper invoice remains unpaid for more than 30 days after submittal, Consultant may commence to charge interest of the unpaid amounts at the lesser of 1.5% per month or the maximum rate allowed under applicable usury laws. In addition, Consultant may suspend the performance of the Services after giving Town 10 days notice of its intent to do so. In the event of such suspension, the Base Fee shall be increased to include Consultant's reasonable costs of suspending and restarting the Services. 8. Termination of Contract. It is expressly understood that either party shall have the right to terminate this agreement within five (5) days written notice to the other party. In such event, Consultant shall deliver to the Town copies of all finished and unfinished surveys, studies, documents, computer disks, and/or reports pertaining to the contract, and Consultant shall be entitled to receive just and equitable compensation for any satisfactory work completed as determined by the Town. Additionally, Town may elect to terminate the contract after the receipt of three design concepts in which event no further payment beyond the initial $2,500 shall be due. 9. Discrimination. In the performance of the terms of this Agreement, Consultant shall not engage in nor permit others he may employ to engage in discrimination in the employment Creative Cojlsatltaylt:lgreefrierit 2012 Page 2/3 of such persons based on race, color, religion, sex, sexual preference, age, or handicapped conditions. 10. Miscellaneous. A. Governing Law, venue. The laws of the State of California shall govern this Agreement.- In the event that a dispute arises under this agreement, Marin County shall be the proper venue for any judicial resolution of said dispute. B. Severability. If any provision of this Agreement is found to be invalid or unenforceable, the validity and enforceability of the remaining portions shall not be affected unless the effect thereof would materially change the economic burden on either party. C. Successors in Interest: Assignment. This Agreement shall be binding on the assigns and successors in interest to both parties. Neither party may assign their obligations under this Agreement without the written consent of the other party. D. Entire Agreement: Amendment. This Agreement represents the entire Agreement between the parties. This Agreement may only be amended in writing. IN WITNESS WHEREOF the parties hereto have caused their duly authorized representatives to execute this Agreement the day and year above written. CONSULTANT Alex Cichy Creative Alex Cichy, Principal TOWN OF TIBURON r Margaret A. C an, Town Manager APPROVED AS TO FORM- A n R. Danforth, Town Attorney Creative Consultant Agreement 2012 Page 3/3