HomeMy WebLinkAbout3451RESOLUTION NO. 3451
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF AUBURN,
WASHINGTON, AUTHORIZING THE MAYOR AND CITY CLERK TO
EXECUTE AN AGREEMENT FOR PROFESSIONAL SERVICES BETWEEN
THE CITY OF AUBURN (CITY), AND IMAGIO J. WALTER THOMPSON, FOR
THE PURPOSE OF CONDUCTING A MARKETING AND GATEWAY
PROJECT FOR AUBURN.
WHEREAS, the City issued a Request for Proposals for which nine firms
were evaluated, and
WHEREAS, a panel comprised of City management staff, Auburn
Chamber of Commerce staff, Auburn Downtown Association staff, and an
Auburn resident interviewed three firms and selected Imagio J. Walter
Thompson as the finalist, and
WHEREAS, a contract has been drafted to cover the required work.
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF AUBURN,
KING COUNTY, WASHINGTON, IN A REGULAR MEETING DULY
ASSEMBLED, HEREWITH RESOLVES THAT:
Section 1. The Mayor of the City of Auburn is herewith authorized to
execute an Agreement between the City of Auburn and Imagio J. Walter
Resolution No. 3451
April 5, 2002
Page 1 of 2
Thompson for consulting services. A copy of said Agreement is attached
hereto as Exhibit "A" and incorporated herein by this reference.
Section 2. The Mayor is hereby authorized to implement such
administrative procedures as may be necessary to carry out the
directives of this legislation.
DATED and SIGNED this )/--,~ day of April 2002.
ATTEST:
City Clerk
CITY OF AUBURN
PETER B. LEWIS
MAYOR
APPROVED AS TO FORM:
City Attorney
Resolution No. 3451
April 5, 2002
Page 2 of 2
AGREEMENT FOR PROFESSIONAL SERVICES
THIS AGREEMENT made and entered into by and between the CITY OF AUBURN, a
Municipal Corporation in King County, Washington, hereinafter referred to as "CITY" and with
Imagio J. Walter Thompson, whose address is 316 Occidental Avenue South, Seattle, WA
98104, hereinafter referred to as "CONSULTANT".
In consideration of the covenants and conditions of this Agreement, the parties hereby
agree as follows:
1. SCOPE OF WORK.
See Exhibit A, attached hereto and by this reference made part of this Agreement.
2. TERM.
The CONSULTANT shall not begin any work under this Agreement until authorized in
writing by the CITY. All work under this Agreement shall be completed by March 31, 2003.
The established completion time shall not be extended because of any unwarranted delays
attributable to the CONSULTANT, but may be extended by the CITY in the event of a delay
attributable to the CITY, or because of unavoidable delays caused by an act of GOD or
governmental actions or other conditions beyond the control of the CONSULTANT. A prior
supplemental Agreement issued by the CITY is required to extend the established completion
time.
3. COMPENSATION.
The CONSULTANT shall be paid by the CITY for direct non-salary cost, see attached
Exhibit B, at the actual cost to the CONSULTANT plus 10%. Exhibit B is attached hereto and
by reference made a part of this Agreement. These charges may include, but are not limited to
the following items: reproduction fees, conm~unication fees, and mileage. The billing for non-
salary cost, directly identifiable with the project, shall be itemized listing of charges supported by
copies of the original bills, invoices, expense accounts and miscellaneous supporting data
Agreement for Professional Services
April 5, 2002
Page I of 8
retained by the CONSULTANT. Copies of the original supporting documents shall be supplied
to the CITY upon request. All above charges must be necessary for the services provided under
the Agreement.
Billings shall be submitted on a monthly basis. A short narrative progress report shall
accompany each voucher for payment. All billings for compensation for work performed under
this Agreement will list specific task titles, actual time (days and/or hours) and dates during
which the work was performed and the compensation shall be figured using the rates in Exhibit
C, Labor Rates. Exhibit C is attached hereto and by this reference made part of this Agreement.
The total amount of the contract shall not exceed Ninety Thousand Dollars ($90,000.00).
In the event services beyond those specified in the Scope of Work, and not included in the
compensation listed in this Agreement are required, a contract modification shall be negotiated
and approved by the CITY prior to any effort being expended on such services or work shall be
authorized in writing under the Management Reserve Fund as detailed in Section 4.
4. MANAGEMENT RESERVE FUND.
The CITY may establish a Management Reserve Fund to provide flexibility of
authorizing additional funds to the Agreement for allowable unforeseen costs, or reimbursing the
CONSULTANT for additional work beyond that already defined in this Agreement. Such
authorization(s) shall be in writing, prior to the CONSULTANT expending any effort on such
services, and shall not exceed $30,000. This fund may be replenished in a subsequent
supplemental agreement. Any changes requiring additional costs in excess of the Management
Reserve Ftmd shall be negotiated and approved by the CITY prior to any effort being expended
on such services.
5. RESPONSIBILITY OF CONSULTANT.
The CONSULTANT shall be responsible for the professional quality, technical accuracy,
timely completion and the coordination of all studies, analysis, designs, drawings, specifications,
Agreement for Professional S~rvices
April 5, 2002
Page 2 of 8
Ill II 1 ~;lr--
reports and other services performed by the CONSULTANT under this Agreement. The
CONSULTANT shall, without additional compensation, correct or revise any errors, omissions
or other deficiencies in its plans, designs, drawings, specifications, reports and other services
required. The CONSULTANT shall perform its services to conform to generally accepted
professional and the requirements of the CITY.
Any approval by the CITY under this Agreement shall not in any way relieve the
CONSULTANT of responsibility for the technical accuracy and adequacy of its services. Except
as otherwise provided herein, r[either the CITY'S review, approval or acceptance of, nor payment
for, any of the services shall be construed to operate as a waiver of any rights under this
Agreement or of any cause of action arising out of the performance of this Agreement to the full
extent of the law.
6. INDEMNIFICATION/HOLD HARMLESS.
The CONSULTANT shall indemnify and hold the CITY and its officers and employees
harmless from and shall process and defend at its own expense all claims, demands, or suits at
law or equity arising in whole or in part from the CONSULTANT'S negligence or breach of any
of its obligations under this Agreement; provided that nothing herein shall require the
CONSULTANT to indemnify the CITY against and hold harmless the CITY from claims,
demands or suits based solely upon the conduct of the CITY, their agents, officers and employees
and provided further that if the claims or suits are caused by or result from the concurrent
negligence of(a) the CONSULTANT'S agents or employees and (b) the CITY, their agents,
officers and employees, this indemnity provision with respect to (1) claims or suits based upon
such negligence, (2) the costs to the CITY of defending such claims and suits, etc. shall be valid
and enforceable only to the extent of the CONSULTANT'S negligence or the negligence of the
CONSULTANT'S agents or employees. The provisions of this section shall survive the
expiration or termination of this Agreement.
7. INDEPENDENT CONTRACTOR/ASSIGNMENT.
Agreement for Professional Services
April 5, 2002
Page 3 of 8
The parties agree and understand that the CONSULTANT is an independent contractor
and not the agent or employee of the CITY and that no liability shall attach to the CITY by
reason of entering into this Agreement except as otherwise provided herein. The parties agree
that this Agreement may not be assigned in whole or in part without the written consent of the
CITY.
8. INSURANCE.
CONSULTANT shall procure and maintain for thc duration of this Agreement,
commercial general liability insurance against claims for injuries to persons or damage to
property which may arise from or in conjunction with services provided to the CITY by the
CONSULTANT, its agents, employees or subcontractors, under this Agreement. The
CONSULTANT agrees to provide commercial general liability insurance and shall maintain
liability limits of no less then ONE MILLION DOLLARS ($1,000,000) per occurrence and ONE
MILLION DOLLARS ($1,000,000) general aggregate. Thc CONSULTANT shall also provide
and maintain professional liability coverage in thc minimum liability limits of ONE MILLION
DOLLARS ($1,000,000) per claim and TWO MILLION DOLLARS ($2,000,000) aggregate.
The general liability coverage shall also provide that the CITY, its officers, employees
and agents are to bc covered as additional insured as respects: Liability arising out of the
services or responsibilities performed by or under obligation of thc CONSULTANT under the
terms of this Agreement, by the CONSULTANT, its employees, agents and subcontractors.
Both thc general liability and professional liability coverage shall provide that thc
CONSULTANT'S insurance coverage shall be primary insurance as respects the CITY, its
officials, employees and agents. Any insurance or self insurance maintained by the CITY, its
officials, employees or agents shall bc excess to thc CONSULTANT'S insurance and shall not
contribute with it. Each insurance policy required by this section of the Agreement shall be
endorsed to state that coverage shall not bc suspended, voided, or canceled except when thirty
Agreement for Professional Services
April 5, 2002
Page 4 of 8
(30) days prior written notice has been given to the CITY by certified mail return receipt
requested. All insurance shall be obtained from an insurance company authorized to do business
in the State of Washington. The CONSULTANT agrees to provide copies of the certificates of
insurance to the CITY specify/ng the coverage required by this section within 14 days of the
execution of this Agreement. The CITY reserves the right to require that complete, certified
copies of all required insurance policies be submitted to the CITY at any time. The CITY will
pay no progress payments under Section 3 until the CONSULTANT has fully complied with this
section.
9. NONDISCRIMINATION.
The CONSULTANT may not discriminate regarding any services or activities to which
this Agreement may apply directly or through contractual, hiring, or other arrangements on the
grounds of race, color, creed, religion, national origin, sex, age, or where there is the presence of
any sensory, mental or physical handicap.
10. OWNERSHIP OF RECORDS AND DOCUMENTS.
The CONSULTANT agrees that any and all drawings, computer discs, documents,
records, books, specifications, reports, estimates, summaries and such other information and
materials as the CONSULTANT may have accumulated, prepared or obtained as part of
providing services under the terms of this Agreement by thc CONSULTANT, shall belong to and
shall remain the property of the CITY OF AUBURN. In addition, the CONSULTANT agrees to
maintain all books and records relating to its operation and concerning this Agreement for a
period of six (6) years following the date that this Agreement is expired or otherwise terminated.
The CONSULTANT further agrees that the CITY may inspect any and all documents held by the
CONSULTANT and relating to this Agreement upon good cause at any reasonable time within
the six (6) year period. The CONSULTANT also agrees to provide to the CITY, at the CITY'S
request, the originals of all drawings, docunmnts, and items specified in this Section and
information compiled in providing services to the CITY under the terms of this Agreement.
Agreement for Professional Services
April 5, 2002
Page 5 of 8
11. CERTIFICATION REGARDING DEBARMENT, SUSPENSION~ AND
OTHER RESPONSIBILITY MATTERS-PRIMARY COVERED TRANSACTIONS.
The prospective primary participant certifies to the best of its knowledge and belief, that
it and its principals:
(a) Are not presently debarred, suspended, proposed for debarment, declared ineligible,
or voluntarily excluded fi.om covered transactions by any federal department or
agency;
(b) Have not within a three-year period preceding this proposal been convicted of or had
a civil judgment rendered against them for commission or fi.aud or a criminal offense
in connection with obtaining, attempting to obtain, or performing a public (federal,
state, or local) transaction or contract under a public transaction; violation of federal
or state antitrust statues or commission of embezzlement, theft, forgery, bribery,
falsification or destruction of records, making false statements, or receiving stolen
property;
(c) Are not presently indicted for or otherwise criminally or civilly charged by a
governmental entity (federal, state, or local) with commission of any of the offenses
enumerated in paragraph "(b)" of this certification; and
(d) Have not within a three-year period preceding this application/proposal had one or
more public transactions (federal, state, or local) terminated for cause or default.
Where the prospective primary participant is unable to certify to any of the statements in
this certification, such prospective participant shall attach an explanation to this proposal.
12. TERMINATION OF AGREEMENT.
This Agreement may be terminated by either party upon twenty (20) days written notice
to the other party, and based upon any cause. In the event of termination due to the fault of
Agreement for h'ofessional Services
April 5, 2002
Page 6 of 8
Ill II; - ~- lilt
other(s) than the CONSULTANT, the CONSULTANT shall be paid by the CITY for services
performed to the date of termination.
Upon receipt of a termination notice under the above paragraph, the CONSULTANT
shall (1) promptly discontinue all services affected as directed by the written notice, and (2)
deliver to the CITY all data, drawings, specifications, reports, estimates, summaries, and such
other information and materials as the CONSULTANT may have accumulated, prepared or
obtained in performing this Agreement, whether completed or in process.
13. GENERAL PROVISIONS.
13.1. This Agreement shall be governed by the laws, regulations and ordinances of the
City of Auburn, the State of Washington, King County, and where applicable, Federal laws.
13.2. All claims, disputes and other matters in question arising out of, or relating to, this
Agreement or the brcach hereof, except with respect to claims which have been waived, will be
decided by a court of competent jurisdiction in King County, Washington. Pending final
decision of a dispute hereunder, the CONSULTANT and the CITY shall proceed diligently with
the performance of the services and obligations herein.
13.3. The CITY and the CONSULTANT respectively bind themselves, their partners,
successors, assigns, and legal representatives to the other party to this Agreement with respect to
all covenants to this Agreement.
13.4. This Agreement represents the entire and integrated Agreement between the CITY
and the CONSULTANT and supersedes all prior negotiations, representations or agreements
either oral or written. This Agreement may be amended only by written instrument signed by
both the CITY and the CONSULTANT.
13.5. Should it become necessary to enforce any term or obligation of this Agreement,
then all costs of enforcement including reasonable attorneys fees and expenses and court costs
shall be paid to the substantially prevailing party.
Agreement for Professional Services
April 5, 2002
Page 7 of 8
13.6. The CONSULTANT agrees to comply with all local, state and federal laws
applicable to its performance as of the date of this Agreement.
13.7. If any provision of this Agreement is invalid or unenforceable, the remaining
provisions shall remain in force and effect.
CITY OF AUBURN
PETER B LEWIS, MAYOR
Date ~,k.~ ~ f--j ~O~7~---
ATTEST:
Agreement for Professional Services
April 5, 2002
Page 8 of 8
Address:
Address:
Pho ,
Federal Z~ ID ~
SCOPE OF SERVICES
AGREEMENT FOR PROFESSIONAL SERVICES
CITY OF AUBURN - IMAGIO J. WALTER THOMPSON
AUBURN MARKETING AND GATEWAY PROJECT
Task I
Task I-1
Task I-2
Subtask a.
Subtask b.
Subtask c.
Task I-3
Subtask a.
Subtask b.
Subtask c.
Subtask d.
Task I-4
Task I-5
Subtask a,
Subtask b.
Subtask c.
Subtask d.
Task I-6
DETERMINE COMMUNITY IDENTITY AND CITY TAGLINE/SLOGAN
Stakeholder kickoff/visioning session [Staff & representative for Imagio]-
Meet with stakeholders, introduce the topic and process, and gain input
through a visioning session for Task I
Data collection/analysis [Staff & Imagie]
Survey of current reseamh and available materials [Staff will provide to
Imagio]
Write and conduct perceptions of Auburn survey/questionnaire for Council
Members and Stakeholders (this subtask would consist of between 7 to 8
in-person interviews, one to two group interviews and could also include
electronic mail and postal mail delivery of surveys/questionnaires [Imagio]
and include the survey/questionnaire on the Auburn internet site and
notify the local paper(s) [Staff]
Conduct an external (people outside of Auburn, but within the Puget
Sound Region) perceptions of Auburn survey/questionnaire [Imagio]
Identity assessment/City slogan/tagline [Imagio]
Consultant to develop 3 options to present to Staff
Stakeholder meeting (or Email poll) to gain input/reaction [Staff]; Staff to
report back to Imagio
(If necessary) Consultant to develop I to 2 additional options [Imagio]
Stakeholder meeting (or Email poll) to gain input/reaction [Staff]; Staff to
report back to Imagio
Stakeholder meeting [Staff & Imagio]- Meet with stakeholders; Imagio to
present findings of data collection analysis and provide overview of the
options developed; discuss logo (but not provide options)
Draft logo [Imagio]
Imagio to provide 3 options
Stakeholder meeting (or Email poll) to gain input'reaction [Staff]; Staff to
report back to Imagio
(If necessary) Imagio to develop 1 to 2 additional options [Imagie]
Stakeholder meeting (or Email poll) to gain input/reaction [Staff]; Staff to
report back to Imagio
Council Committee meeting [Staff]
Resolution 345 l
Exhibit A
Page 1 of 4
April 5, 2002
Task I- 7
Task I-8
Subtask a.
Task I-9
Task 1-10
Task I-11
*NOTE
Task II
Task I1-1
Task 11-2
Task 11-3
Task 11-4
Task 11-5
Task 11-6
Task 11-7
Meeting with Imagio and Staff- Staff will report findings from stakeholder
and council committee review
Report and brand package (identity assessmentJresearch data, logo,
tagline) [Imagio]- Consultant to provide a report of the process/progress
of work and brand package; a summary of findings and recommendations
for Task I
Stakeholder review of report and brand package
Council Committee meeting [Staff]- Staff to discuss project status and
request direction on the budget parameters
Council meeting [Staff & Imagio] Staff and Imagio presentation
Imagio shall meet up to 2 times with City staff, separate from all other
Task I meetings, to review issues, study progress, data needs and gather
any additional City input required
Any additional meetings are outside of the current scope and should be
billed on a T and M basis
DETERMINE MARKETING PUBLIC RELATIONS AND MEDIA STRATEGY
Staff to give Imagio estimations on budget parameters for implementation
of all plans so Imagio may develop appropriate and realistic strategies
Draft marketing, public relations, media strategies [Imagio] - These
strategies will be developed simultaneously to ensure consistent and
cohesive plans
Staff review comments for marketing, public relations and media
strategies- Wdtten comments sent to Imagio; conference call(s) as
necessary
Stakeholder meeting [Staff & Imagio]- review marketing, public relations
and media strategies; written comments sent to Imagio with a conference
call as necessary
Council Committee meeting [Staft7
Produce final marketing, public relations and media plans [Imagio]
Staff review comments- Written comments sent to Imagio; conference
call(s) as necessary
Resolution 345 l
Exhibit A
Page 2 of 4
April 5, 2002
Task III
Task II1-1
Task 111-2
Task 111-3
Task 111-4
Subtask a.
Subtask b.
Task 111-5
Task 111-6
Task 111-7
Task 111-8
Task 111-9
Task 111-10
Task II1-11
* NOTE:
DEVELOP GATEWAY STRATEGY, OUTLINE & DESIGN
Gateway meeting [Staff, Imagio & AHBL]. Tour of Auburn to view
potential sites and develop recommendations [Staff, AHBL and Imagio]
Stakeholder meeting [Staff and AHBL] - Staff will meet with stakeholder
group to discuss possible gateway locations and design ideas
Draft conceptual designs for gateways [AHBL] - Provide samples of
possible gateways
Draft gateway plan [AHBL & Staff]
Draft a hierarchy of gateway locations and examples including small scale
directional and informational signage in keeping with work from Task I
and Task II [AHBL with guidance from Staff]
Develop a graphical design guide for Auburn that outlines various
hierarchies of gateways and signage that is sensitive to available city
resources [AHBL]
Stakeholder meeting [Staff & AHBL]- Staff and AHBL meet to gain input
from stakeholders on the conceptual designs/conceptual plan, this
information will be presented to the Council Committee by Staff
Council Committee meeting to review and comment on conceptual
designs/conceptual plan [Staff]
Based on feedback from the stakeholders, and Council Committee, AHBL
will prepare the final gateway designs and develop cost estimates,
including outlining a phased implementation program that includes
innovative funding and in-kind contribution opportunities
Recommend location and prioritization of demonstration Gateway and
prepare conceptual design and cost estimate for city approval [AHBL]
Council Committee meeting [Staff]
City Council meeting - AHBL to present location and conceptual design
for demonstration gateway [Staff & AHBL]
Prepare final design, construction drawings and specifications with
cost estimate for demonstration gateway [AHBL]
An Imagio representative will attend AHBL meetings on an as needed
basis
Resolution 3451
Exhibit A
Page 3 of 4
April 5, 2002
Task 111-12
AHBL shall meet up to 2 times with City staff, separate from all other Task
III meetings, to review issues, study progress, data needs and gather any
additional City input required
*/VOTE
Any additional meetings are outside of the current scope and should be
billed on a T and M basis
Task IV FINAL REPORTS & RECOMMENDATIONS
Task IV - 1 Imagio and AHBL to present all final reports, recommendations and
cost estimates from Tasks I, II and III - Final meeting with City Staff
Task IV - 2
City Council meeting - Imagio presents final report (which
includes marketing plan, public relations plan, media strategy
plan, final recommendations and gateway construction
drawings)
CITY PROVIDED SERVICES
The City shall provide staff time and direct costs in support of the Consultants efforts to
include, but not be limited to:
· Furnish copies of pertinent reports, maps, and data related to the project
· Assist with data collection including survey work and interviews
· Attend and support all meetings and provide follow-up data as identified
· Organize, conduct or assist with all stakeholder outreach meetings, City
Council meetings, Council Committee meetings, and Arts Commission
meetings
· Provide City internet services for the development of marketing and
gateway project page(s), data collection utilizing online surveys and
broadcast Email messages
· Organize and Coordinate public input via the Auburn Update (published in
the Auburn Reporter) and the Auburn City internet site
· Provide any necessary advertising expenses for meetings
· Provide mailing services and expenses for questionnaires
· Provide all information pertaining to the City's sign code
Resolution 3451
Exhibit A
Page 4 of 4
April 5, 2002
EXHIBIT B
DIRECT NON-SALARY REIMBURSABLE EXPENSES
· Reproduction Fees
· Commtmication Fees
· Mileage at $0.365/mile or the current approved IRS rate.
It is understood that all reimbursements are at cost plus a 10% markup.
Subcontracts: The CONSULTANT, at the CITY'S request shall enter into subcontracts with
other consultants, such as appraisers and/or environmental consultants, etc. If approved, the
CITY shall reimburse the CONSULTANT for the actual cost of the subcontracts plus a 10%
markup to cover the CONSULTANT'S additional overhead expense associated with the
Subcontract.
Resolution 3451
Exhibit B
Page I of 1
April 5, 2002
Ill III T 1ill' -
EXHIBIT C - LABOR RATES
AGREEMENT FOR PROFESSIONAL SERVICES
CITY OF AUBURN - IMAGIO J. WALTER THOMPSON
AUBURN MARKETING AND GATEWAY PROJECT
For the conduct of Tasks I, II and III and any additional services authorized by the CITY
the CONSULTANT shall be reimbursed a the following rates:
Ralph Fascitelli
David Brotherton
John Park
Kevin Brown
Philip Shaw
Mary Warsinske
Jon Scholes
TBD
Dana Morris
President/Strategic Planner $165/HR
VP, Public Affairs $150/HR
VP, Marketing & Media Services $150/HR
Director Creative Services $150/HR
Sr. Graphic Designer $150/HR
Account Supervisor $13 O/HR
Associate Account Executive $105/HR
Traffic and QA $105/HR
Account Coordinator $105/HR
Subconsultants
Cost plus 10%
For Direct Costs see Exhibit B
Resolution 345 I
Exhibit C
Page 1 of 1
April 5, 20O2