HomeMy WebLinkAboutAgr 2013-08-27 (The M2 Group)GRAPHIC
DESIGN
THIS AGREEMENT, made and entered this ;7 day of �'��2013, by and
between the TOWN OF TIBURON, a political subdivision of the Stattat `ornia ( "Town)" and
The 2M Group, a California Corporation ( "Consultant "):
RECITALS
A. Town desires to retain a qualified and competent creative consultant for design services for
various signage and marketing purposes. Town expects to have several similar small design
projects in the future for which it may wish to engage services of Consultant. See Exhibit A
for Scope of Work.
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
1. Scope of Consultant Services. Consultant shall perform the services described in Exhibit A
of this Agreement ( "Services "), which is attached hereto and incorporated herein by
reference. Consultant shall provide the Services subject to the direction of the Town
Manager or her designee. The Town Manager may elect to add additional work to the
Services, provided that the total cost of the Services under this Agreement shall not exceed
thirty thousand dollars ($30,000).
2. Compensation. Town will compensate Consultant as set forth in Exhibit A. If the Town
Manager requests additional work as set forth in Section 1, the compensation for said
additional work will be estimated upon request. Before beginning said additional work,
Consultant will provide the Town Manager in writing with the cost of said work and obtain
the Town Manager's written acceptance of said price.
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 arising from Consultant's
performance of the Services pursuant to this Agreement.
4. 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.
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5. Ownership of Documents: Re -Use; Indemnity. For the purpose of this Agreement,
"Documents" shall include any means of recording information, including, without
limitation, 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 upon final payment. Documents shall be in formats requested by and usable by
the Town.
6. Termination of Contract. It is expressly understood that either party shall have the right to
terminate this agreement upon five (5) days written notice to the other parry. In such event,
Consultant, upon payment, shall deliver to the Town copies of all finished and unfinished
surveys, studies, documents, computer disks, and /or reports pertaining to the contract.
Consultant shall be entitled to receive just and equitable compensation for any satisfactory
work completed as determined by the Town.
7. 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 based on race, color,
religion, sex, sexual preference, age, or handicapped conditions.
8. Insurance. Consultant shall maintain insurance as set forth below in a form satisfactory to
the Town Attorney. Town shall be added as an additional insured to all required insurance
policies such that the coverage provided to the Town is primary and non - contributory:
A. Comprehensive General Liability: Combined single limit of $1,000,000 for each
single occurrence and $2,000,000 annual aggregate.
B. Comprehensive Automobile Liability: Combined single limit of $500,000
1,000,000 for each single occurrence and $2,000,000 annual aggregate.
9. 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 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; Assignin 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.
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IN WITNESS WHEREOF the parties hereto have caused their duly authorized representatives to
execute this Agreement the day and year above written.
THE 2M GROUP
By: I rgaret Goodman Reid
Its: CEO
APPROVED AS TO FORM:
Ann R. Danforth, Town Attorney
A. Project Scope
l
Margaret A. Curran
Town Manager
EXHIBIT A
SCOPE OF SERVICES
Logo /Mark Evolution, including.
a. Complete font study
b. Finalize a mark that utilizes the approvedConaingAbout
c. With and without existing positioning lineBy The Bay
d. Color palette
2. Provide logo options suitable for
a. Vertical and /or horizontal use
b. Small -scale and /or large -scale use
c. Electronic and /or printuse
d. Swag and /or merchandise use
3. Color palette
a. Recommended color(s) and /or textures
b. Black & white applications
c. Dimensional materials applications and interpretations
4. Style /Use Guide
a. Clear parameters for all traditional uses
b. Specific font families and uses
c. Color guidelines including CMYK, Pantone and RGB uses
d. Materials guidelines (i.e. papers, 3D materials, environmental applications, etc.)
e. Recommendations as to uses with and without Coming About (vs typeonly uses)
f. Recommendations as to use ofBy the Bay as town Positioning Line
g. Recommendations as to use ofNear. Perfect. as promotional tag line
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B. Assumptions
1. Town and /or Committee shall provkle 2M any documents deemed useful including:
a. Previous design mechanicals in Illustrator format forComing About mark
b. Provided on disk and hard copy formats
2. Design investigationfor mark applications may include applications such as website(s), identity
system (including eMail signature) advertising, promotional collateral, environmental signage,
etc. are not included within the scope of this assignment. While they will be considered in the
design process, the actual mechanicals will not be provided within this assignment, but can be
assigned by Town of Tiburon within a separate estimate
C. Project Schedule and Process
It is understood that upon authorization from Town, design work will begin at once. A
scheduled workflow will be agreed -upon by Town and 2M, roughly following a 30 to 60 day
time period. It is further understood that Committeeavailabilityand process may slowthe time
table down, but will not imply further man hours will extend proportionatelyto natural meeting
delays.
Phase I 2 weeks
Phase II 1 week
Phase III 1 week
D. Terms
2M shall be paid the total amount of Five Thousand Dollars ($5,000) ( "the Total Fee ") for
the scope of services (inclusive of Design, Implementation and Documentation) identified
above. Payment terms are as fdlows:
(i) $2,500 shall be paid upon signing of the contract to begin work on Phase I.
(ii) $1,500 shall be paid upon approval of the work done in Phase II.
(iii) Final $1,000 shall be paid upon approval of and delivery of Phase III.
E. Reimbursable Expenses
2M shall be reimbursed for any out -of- pocket expenses incurred in executing scope of services
including materials for mock -ups and /or presentations, if any. Any expenses beyond $200 to be
pre- approved by Peggy.
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