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PROFESSIONAL SERVICES CONTRACTPROFESSIONAL SERVICES CONTRACT itaX THIS CONTRACT, entered into this Nineteenth day of Arm, 2014, by and between the CITY OF CLEARWATER, a Florida municipal corporation, hereinafter referred to as "City," P.O. Box 4748, Clearwater, Florida 33758 and North Star Destination Strategies, Inc., a C corporation, hereinafter referred to as "North Star," 209 Danyacrest Drive, Nashville, TN 37214. WHEREAS, the City requested professional services through Request for Proposals #27 -14 seeking assistance from an experienced branding, marketing and public relations firm to develop a new community brand as a result of comprehensive research on Clearwater, Florida with an ultimate goal to redefine Clearwater as a community and tourist destination; and WHEREAS, North Star agrees, pursuant to the Scope of Work as contained in Exhibit "A" attached hereto, to conduct research, brand print definition, logo design, consultant services, and marketing activities; NOW THEREFORE, in consideration of the promises stated herein, the City and North Star mutually agree as follows: 1. SCOPE OF PROJECT. North Star agrees to provide professional services under the terms and conditions described in attached Exhibit "A." 2. TIME OF PERFORMANCE. The term of this Agreement shall be for a period of one (1) years ( "Initial Term ") commencing on July 1, 2014 ( "Commencement Date ") and continuing through June 30, 2015 ( "Termination Date ") unless earlier terminated under the terms of this agreement. This Agreement may be extended for one (1) year under the same terms and conditions by the mutual written agreement of both parties. In consideration of City entering into this Agreement with North Star, North Star covenants with City that North Star shall unequivocably, timely and without reservation, comply with the terms and conditions Page 1 of 6 and meet service level requirements as set out in EXHIBIT "A ". North Star's failure to timely comply with any of the obligations hereunder during the term of this Agreement shall be deemed a material default resulting in termination of this Agreement. 3. COMPENSATION. The City will pay North Star a sum of up to $100,000 for implementation and administration of the Scope of Work (as described in Exhibit A). Total compensation will not exceed $100,000 per fiscal year. Payment schedule is described in Exhibit B. The City may, from time to time, require changes in the scope of work of North Star to be performed hereunder. Such changes, including any increase or decrease in the amount of North Star's compensation and changes in the terms of this Contract which are mutually agreed upon by and between City and North Star shall be effective when incorporated in written amendment to this Contract. 4. METHOD OF PAYMENT. North Star's invoices shall be submitted to the City for approval for payment in 8 monthly installments of $12,500 each according to "Exhibit B ". The City agrees to pay after approval under the terms of the Florida Prompt Payment Act F.S. 218.70. 5. NOTICES AND CHANGES OF ADDRESS. Any notice required or permitted to be given by the provisions of this Contract shall be conclusively deemed to have been received by a party hereto on the date it is hand delivered to such party at the address indicated below (or at such other address as such party shall specify to the other party in writing), or if sent by registered or certified mail (postage prepaid) on the fifth (5th) business day after the day on which such notice is mailed and properly addressed. Page 2 of 6 North Star Destination Strategies, Inc City of Clearwater Don McEachern President & CEO 209 Danyacrest Drive, Nashville, TN 37214 (615) 232 -2103 x 26 6. TERMINATION OF CONTRACT. JoeIle Castelli Public Communications Director P.O. Box 4748 Clearwater, Florida 33758 (727) 562 -4881 The City at its sole discretion may terminate this Contract by giving North Star a ten (10) day written notice of its election to do so and by specifying the effective date of such termination. North Star shall be paid for its services through the effective date of such termination. Further, if North Star shall fail to fulfill any of its obligations hereunder, this Contract shall be in default, the City may terminate the Contract, and North Star shall be paid only for work completed. 7. INDEMNIFICATION AND INSURANCE. North Star, at its own expense, shall procure and maintain the following insurance: A. Commercial General Liability Insurance on an "occurrence" basis in an amount not less than $1,000,000 combined single -limit Bodily Injury Liability and Property Damage Liability, with media exclusions removed. The City of Clearwater shall be an additional insured on this policy. B. Workers' Compensation Insurance applicable to its employees for statutory coverage limits, and Employers' Liability with a $500,000 limit, which meets all applicable state and federal laws. The parties recognize that North Star is an independent contractor. North Star agrees to indemnify and hold harmless the City of, from, and against all liability and expense, including reasonable attorney's fees, in connection with any and all claims Page 3 of 6 whatsoever for personal injuries or property damage caused by the negligent or deliberate act or omission of North Star, its agents, officers, subcontractors, employees, and independent contractors. 8. PROPRIETARY MATERIALS. Upon termination of this Contract, North Star shall transfer, assign and make available to City or its representatives all property and materials in North Star's possession belonging to or paid for by the City. 9. STOCK PHOTOGRAPHY & TRADEMARKING Upon termination of this Agreement, North Star shall transfer, assign and make available to the Client, or its representatives, all property and materials in its possession or control belonging to the Client and paid for by the Client. In the event that the material, which is the subject of this Agreement, is copyrightable subject matter, North Star and Client agree that for the purposes of this order the material shall be a work made for hire and the property of the Client. In the event that the material which is the subject of this Agreement is not copyrightable subject matter, or for any reason is determined not to be a work made for hire, then and in such event North Star hereby assigns all right, title and interest to said material to Client for the fees specified herein. Concepts, logos and straplines not selected by the Client remain the intellectual property of North Star. This Agreement may be modified only upon the written and mutual consent of both parties. This Agreement and the documents referenced herein embody the entire Agreement of the parties. This Agreement shall supersede all previous communications, representations or agreements, either verbal or written, between the parties. This procurement is being conducted on behalf of and may be used by other public bodies, agencies, institutions and localities of the several states, territories of the United States and the District of Columbia with the consent of the Contractor. Page 4 of 6 Stock photography used for the demonstration of creative concepts is not to be reproduced or published in any way without first negotiating usage rights with the appropriate stock image provider. To ensure that the recommended strapline (tagline) is available for use and capable of being trademarked, North Star will conduct a trademark registration search with the United States Patent and Trademark Office via their web site: http: / /www.uspto.gov /main /trademarks.htm. North Star will report any records found relating to the strapline. The pursuit of an official, legally- binding trademark is the responsibility of the Client. 10. INTERESTS OF PARTIES. North Star covenants that its officers, employees and shareholders have no interest and shall not acquire any interest, direct or indirect, which would conflict in any manner or degree with the performance and /or provision of services required under the terms and conditions of this Contract. 11. CONFORMANCE WITH LAWS. North Star agrees to comply with all applicable federal, state and local laws during the life of this Contract. 12. ATTORNEY FEES. In the event that either party seeks to enforce this Contract through attorneys at law, then the parties agree that each party shall bear its own attorney fees and costs. 13. GOVERNING LAW AND VENUE. The laws of the State of Florida shall govern this Contract, and any action brought by either party shall lie in Pinellas County, Florida. Page 5 of 6 IN WITNESS WHEREOF, the parties hereto have executed this Contract as of the date set forth above. Countersigned: c(Qor' (\ Ackc35 George N. Cretekos Mayor Approved a to form: f� Pam Akin City Attorney Attest: Print Name: CITY OF CLEARWATER, FLORIDA By: (,() 4164444.--Z William B. Horne II City Manager Attest: Rosemarie Call City Clerk North Star Destination Strategies By Don McEachern President & CEO Page 6 of 6 NORTH STAR SCOPE OF WORK 1. EDUCATION AND BUY -1N Helping stakeholders understand branding One of the most valuable skills North Star brings to the branding table is an understanding of how best to navigate the political waters that surround such a project. This "intangible" benefit is strictly a result of experience. We know when projects can derail, how to maneuver difficult political situations and who to include in the process. With this in mind we have developed strategies for sidestepping potential problems and keeping your branding initiative on course. North Star also provides tactics for the use of a brand as a pivotal rallying point to help forge win -win partnerships between the public and private sector. Such partnerships can help fund the brand initially and eventually fund its integration into the community In addition, working toward the common goal of the brand inspires non- siloed teamwork within the public sector that results in more effective use of limited resources. Early understanding is also critical to the smooth implementation of a community brand. Educating your citizens, businesses and stakeholders on the purpose, process and possibility of a brand early is the first step in achieving buy -in from these important audiences. North Star has created an array of educational tools designed to elicit understanding of and support for the Clearwater branding initiative. Educational Presentation: Live PowerPoint presentation (during the in- market trip) to private and public sector stakeholder groups (determined and assembled by client) for purposes of educating and furthering buy - of community branding. Press Release: General discussion on what a brand is and does.' Highlight need for the public's help during the process Educational PowerPoint: Community branding PowerPoint presentation given to client for use in making additional presentations, for distribution to interested parties or for placement on community websites. Educational Brochure: For distribution to general public if needed: • North Star will work with Clearwater to write width); out the brochure .ton point of ag. • Clearwater is responsible for providing information for customized writing and printing. print ready fr€e. CLEARWATER BRANDPRINT 5 NORTH r STAR SCOPE OF WORK ANA What are current brand perceptions? This stage addresses the current positioning of the community; in other words, how Clearwater is perceived by visitors, stakeholders, residents, businesses and prospective visitors. We evaluate the environment, the competitive situation, community attitudes, current communications and perceptions of target audiences and their influencers. North Star strongly advocates a mixed method approach to research where quantitative studies tell you "What" and qualitative studies tell you "Why ". Only through mixed methodology can your destination obtain a true picture of where your brand is now, why, where it should be and how that preferred identity can best be accomplished. Situation Analysis: Questionnaire and meeting with stakeholder groups to understand your primary objectives, general history, political landscape, resources, competitors, etc. Research and Planning Audit: Comprehensive review of research and planning documents. Communication and Media Audit:: Review of existing marketing materials from public and private sector stakeholders as well as recent press related to Clearwater. Familiarization Tour: Tour of commercial sites, business and technology parks, housing developments, downtown, retailers, restaurants, outdoor recreation areas, parks, the arts, etc. Key Stakeholder Interviews (20): One - on-one interviews with key stakeholders to gather perceptions. Stakeholder Focus Group (2): An in -depth group discussion with the individuals responsible for driving the branding initiative. Vision Survey (200 Distributed): An open -ended questionnaire distributed to the community leaders of Clearwater. Online Community Survey (Unlimited Respondents): A quantitative version of the Vision Survey posted online for community -wide participation and promoted using social media. Brand Barometer. A tool to measure the strength of Clearwater's reputation relative to the rest of the United States as a place to live, work and play. Undercover Interviews (15 -20): Informal discussions with residents, local merchants and visitors. Tapestry® Resident vs. Consumer Profile: A detailed market segmentation report created with ESRI's Arcview, Tapestry and Business Analyst software - including U.S. Census Bureau data and consumer buying behavior data from Mediamark Research Intelligence (MRI). • Who Report :: Resident socio- economic classations. • What Report: Profile of resident lifestyle habits such as media usage, travel behavior, household buying preferences, recreational interests, civic involvement, dining choices, retail prerences and lodging tendencies. CLEARWATER BRANDPRINT 6 NORTH ,1 STAR SCOPE OF WORK w Consumer Mapping: Origin information from existing databases (inquiries, lodging properties, attractions, etc.) Online Brand Monitoring. Review of your online reputation that measures quantity and quality of Clearwater's online "mentions", plus the current topics of discussion and keywords surrounding Clearwater. Will be used to guide brand action for purposes of online marketing strategy suggestion and product development. Top Business Prospects: A proprietary program that identifies a list of top business prospects using the combination of a psychographic workforce profile and current successful industries in Clearwater. It then determines complementary businesses within a predetermined mile radius. This data will also be applied nationwide to cities that have a similar population size and workforce to pinpoint areas of opportunity for Clearwater. Will be used to guide brand action for purposes of economic development. Tapestry® Consumer Profile: Detailed psychographic report describing consumers to Clearwater using merchant, visitor records or a regional profile. • Who Report: Consumer demographic and socio - economic classifications; this report also compares your consumers to the profiles of your community. In other words, are your residents like or unlike your visitors? • What Report: Profile of consumer lifestyle and media habits such as media usage, household buying preferences, recreational interests, civic involvement, dining choices, retail preferences, lodging tendencies, travel behavior and more. • Where Report :: Grid showing relative comparisons of feeder markets based on the highest concentration of core consumers. Qualitative Perception Study (20 -30): Telephone interviews to gather insights from influencers to include, but not limited to: economic development prospects, site selectors, relocation executives, meeting planners, group tour operators and regional and state -level economic development and tourism executives. Quantitative Perception Study (200+ Completes): Survey conducted using a statistically significant random sampling of consumers and non - consumers in outside markets. Data will be cross- tabulated in a number of ways to reveal the most insightful patterns between consumer and non - consumer groups. For instance, perceptions and attitudes for those who have visited Clearwater will be compared and contrasted to those who have not visited and are reporting perceptions purely on reputation. Consumer and Non- Consumendw areness and Perception Study: Survey conducted using a random sampling of consumers; specifically, the survey measures: o Overall awareness and perceptions of Clearwater. o Overall awareness and perceptions of the competition. o Consumer visitation patterns to Clearwater. o Attitudes regarding Clearwater's strengths and weaknesses. o Consumer opinions regarding what needs to be added or taken away. o Changes in consumer perceptions of Clearwater after visiting. o Patterns of visitation activities associated with consumer's primary purpose of visitation. CLEARWATER BRANDPRINT 7 NORTH STAR SCOPE OF WORK C PE "'!'l N Competitive Positioning Review: A brand message assessment to the competition. to CI 's" position relative Competitive Perception Review: During every phase and study of the research process we look far' opportunities to learn more about Ciearwater's top competitors, including internal and external awareness and perceptions of their strengths and weaknesses.' All findings are combined in a competitive review that paints a succinct picture of the competition. Specifically, the vision survey, online community survey, quantitative perception study, focus groups, stakeholder interviews, undercover interviews and the qualitative perception study inform the competitive perception review. Should time allow, North Star will also include a site visit to nearby competitors. CLEARWATER BRANDPRINT NORTH ,4 STAR SCOPE OF WORK . INSIGHT Where is the heart of your brand? The goals for this initiative may involve a number of elements: cohesive community identity and consistent marketing efforts, collective community conscience, uncovering community uniqueness, developing a community presentation to economic development prospects, highest use of available resources, resident recruitment/retention and gross receipts. Branding influences these goals by influencing expectations and affecting attitudes, thus affecting behavior and usage. The most successful brands establish an emotional — not simply an intellectual — connection. Our insights come from asking a number of thought - provoking questions: What brand "story" does the research tell? What emotional attachments can the brand hold? What are Clearwater's core values? How does the brand fit into the consumer's lifestyle? How can the brand best be used to elicit Clearwater's desired emotional/behavioral responses? How can this brand strategy extend to all Clearwater's partner organizations? It is from these insights that we determine the overall positioning of the brand. These insight questions are compiled in a succinct storyline that leads directly to Clearwater's strategic brand platform (positioning statement). This platform is the critical touch point for all branded activity moving forward. For maximum brand impact, all efforts, thoughts, communications and actions should literally and symbolically support its essence. 4 Situation Brief: Review of all research findings. 4 Blue Sky Meeting: Internal session for developing insights based on significant research patterns and findings. 4 "Understanding and Insights" Presentation: Comprehensive review of all relevant research and recommended strategic direction. 4 Brand Platform Statement Development: The guiding statement for the management and development of your brand including: Target audience: Consumers for whom community has the most appeal. Frame of reference: Geographic context of the community. Point of difference: What makes your community special. Benefit: Why it should matter to the consumer. NOTE: Here we conduct a meeting to present all of the research findings as well as our recommended brand positioning based on those findings. Brand Platform approval is required before proceeding. CLEARWATER BRANDPRINT 9 NORTH � STAR SCOPE OF WORK 4„ CREATIVITY How should your brand look, feel and sound? In this stage, all the data and high -level strategies are transformed into tangible creative products that embody your brand. Straplines and logos (with graphic standards) are created. Foundation creative recommendations and looks are created, including targeted marketing messages and advertising, digital design and content recommendations (web portal, social media), collateral materials, stationery and a color palette. Additional deliverables may also be developed, including environmental applications, signage, promotional items, economic development prospecting packages and more. 4 Written Creative Concepts: North Star will provide three different written concepts for bringing your brand platform to life creatively. Also included is a round of revisions to the selected concept. 4 Logos & Graphic Identity Looks: At least five different logo options and two distinct looks with a round of revisions to the selected option. This collaborative process results in a unique and memorable visual identity for your brand. In a word, how will your community's brand look? Note: There is critical collaboration that takes place at this point with a small select group of marketing stakeholders to address the written creative concepts and the development of the foundational graphic identity. North Star then provides solutions for the remainder of the creative work based on that agreed -upon direction. 4 Brand Narrative: Takes the foundation of the written concept and breathes life into it through an artistic interpretation of language. Its purpose is to help residents, businesses, influencers and consumers connect and embrace the emotional story of the brand to their own lives. It contains inspiring language meant to describe Clearwater's assets as they relate to your new brand and to garner excitement among brand drivers, brand partners and regional stakeholders. Sub - narratives for economic development and visitor initiatives will also be provided. 4 Custom Deliverables: Using the new creative direction, North Star will assist the client in identifying a list of custom deliverables that target your specific goals. Typically those ideas might include: Graphic standards guide Brand vocabulary Strapline development Infrastructure design Color palette Website design application Stationery design Mobile website and app design PowerPoint slide design Social media design application E- newsletter template Signage design Collateral design Wayfinding design Sample advertisements Merchandising CLEARWATER BRANDPRINT 10 NORTH � STAR SCOPE OF WORK 5. ACTON How should your brand be integrated? In this stage, North Star develops a must -do strategic action and communications plan for the first 6 to 36 months following your brand's development. This plan comprises 15 fundamental action steps that ensure the brand gains traction and maintains momentum. Many of these tasks involve setting up the organization and cooperation that will propel your brand forward. Our goal - and yours - is to make sure that the Clearwater brand is the guiding principle for your future, not just a logo and line on your letterhead. As part of this top 15 action plan, we will craft a selection of high - impact custom action ideas designed to raise the profile of your brand and put it to work in every corner of your community Custom ideas generally fall into the following categories: • Policy (laws or measures that support the brand strategy.) • Sports (tournaments, events, youth sports, etc.) • Environmental Applications (look at your community as if it were a canvas) • Purpose Initiatives (charities, sponsorships, etc.) • Festivals (repackage existing events /festivals or develop new ones that connect to your brand strategy.) • Arts (public art campaigns, partnerships with art organizations, art contests with visitors, residents, students, artists in residence programs.) • Private Sector (ideas and tools to engage businesses and other private sector organizations.) • Exports (goods that are manufactured, grown or packaged in your community for export; even a famous person or idea from your community can be considered an export.) • Awards (civic awards, organizational awards, etc.) • Education (programs in schools, small business /entrepreneur mentoring, education for front -line hospitality staff, etc.) • Sustainability (residential green initiatives, tax incentives for green industries, etc.) • Health (community health programs, school -based health initiatives, business - based health initiatives, hospital and health care agency partnerships.) • Economic Development (marketing, communications, training, outreach, resources, etc... all specifically related to economic development.) • Tourism (marketing, communications, training, products, packaging, merchandise, etc ... all specifically related to tourism.) • Events (any organized activity that ties back to the brand ranging in scope from festivals to health fairs to career counseling to community clean -up days.) • Incentives (tax incentives for businesses, entrepreneurs, art organizations, etc. that are in line with the brand strategy.) • Master Planning (design and development of infrastructure and support systems that correlate with the brand strategy.) CLEARWATER BRANDPRINT 11 NORTH STAR SCOPE OF WORK 6 EVALUATION How the brand is performing Evaluation yields new information, which may lead to the beginning of a new planning cycle. Information can be gathered from concept pre- testing, campaign impact in the marketplace and tracking studies to measure a brand's performance over time. Ideally, two basic questions will be answered: have responses to the brand among target audiences changed in the way the BrandPrint intended? And have these changes resulted in action that will achieve the desired objectives of the brand? No single measure of success works for something as complicated as a community brand. As such, every research study in this plan is designed to produce benchmarks and results that can be used for comparison with future studies in areas of advocacy, return on investment, perceptions of the existing Clearwater brand and attitudes regarding how well Clearwater performs as a place to live, visit, do business and attract a talented workforce. Additionally, our 13 years of branding experience have shown that true success can be seen in the spread of excitement, inspiration and innovation among your stakeholders around the brand. This is a "soft measurement" but it is vitally important. North Star builds hours into our BrandPrint process for mentoring with our clients. We also provide a 12 -month follow up. However, we do not limit communication to this instance. Your success is our success, and everyone at North Star - from the president and CEO to the office manager to our research assistants - takes the success of our clients personally. Toward that end, we are always available to answer questions and help with problems. In short, we have maintained an ongoing personal and business relationship with most of our clients, some for more than a decade. 412- Month Check Up. 4 Recommended Measures of Accountability: Online Brand Perception. Qualitative Perception Study. Quantitative Perception Study. Brand Barometer. Use of the Brand Narrative in the private sector. NOTE: Here, we conduct a final presentation that delivers the creative product, the brand action ideas and recommended measures of accountability. Afinal report is produced that delivers these items as well as the research findings, insights and strategic brand platform. CLEARWATER BRANDPRINT 12 Exhibit B Payment Schedule In consideration of the obligations undertaken by North Star, the City of Clearwater shall pay North Star the sum of US $100,000 (one hundred thousand US Dollars) in 7 monthly payments: July, 2014 through January 2015 and one final payment of $12,500 being paid upon completion of the entire scope of work. North Star shall invoice the City of Clearwater on the first day of every month, to be due by the 15th of the month on the 7 months specified above. Upon completion of the project, North Star shall invoice the city for the final payment of $12,500. Additional expenses incurred on behalf of the City of Clearwater shall all be at the expense of North Star.