Loading...
CONTRACT TO PROMOTE DOWNTOWN CLEARWATER AND TO CREATE A BRAND IDENTITY FOR CLEVELAND STREET CONTRACT THIS CONTRACT, entered into this 23rd day of April, 2007 by and between the City of Clearwater COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF CLEARWATER, A Florida Redevelopment Agency, hereinafter referred to as "CRA," P.O. Box 4748, Clearwater, Florida 33758-4748 and Vaughn Wedeen Creative, Inc., hereinafter referred to as "Vaughn Wedeen", 116 Central Avenue SW, Suite 300, Albuquerque, NM 87102. WHEREAS, the "CRA" has requested professional services to undertake a public relations and marketing project, specifically to promote downtown Clearwater and to create a Brand Identity for Cleveland Street in Downtown Clearwater, Florida: WHEREAS, Vaughn Wedeen agrees to provide a comprehensive Brand Identity and deliverables including creative direction and design, copywriting and computer production and client services for marketing a brand for downtown Clearwater. NOW THEREF70RE, "CRA" and Vaughn Wedeen do hereby incorporate all terms and conditions in Exhibit "A" attached hereto, and mutually agree as follows: 1. SCOPE OF PROJECT. Vaughn Wedeen agrees to provide professional services under the terms and conditions described in Exhibit "A" 2. TIME OF PERFORMANCE. Community Redevelopment Agency for the City of Clearwater and Vaughn Wedden Creative, Inc. contract for Professional Services - May I, 2007 This Contract shall commence on April 23, 2007 and terminate on September 30, 2007. 3. COMPENSATION. The "CRA" will pay Vaughn Wedeen a sum not to exceed FIVE THOUSAND and NO/100...dollars ($5.000.00), inclusive of all reasonable and necessary direct expenses. The "CRA" may, from time to time, require changes in the scope of the project of Vaughn Wedeen to be performed hereunder. Such changes, including any increase or decrease in the amount of Vaughn Wedeen's compensation and changes in the terms of this Contract, which are mutually agreed upon by and between DDS and Vaughn Wedeen, shall be effective when incorporated in written amendment to this Contract. 4. METHOD OF PAYMENT. Vaughn Wedeen's invoices shall be submitted to the "CRA" for approval for payment on a monthly basis. The "CRA" 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. 2 VaughnWedeen Creative, Inc. Wendy Forbes Accou nt Executive 116 Central Avenue SW, Suite 300 Albuquerque, New Mexico 87102 Telephone: 505-385-2913 E-Mail: wendy@vwc.com Community Redevelopment Agency of the City of Clearwater Rod Irwin, Executive Director 112 South Osceola Avenue Clearwater, Florida 33756 Telephone : 727 -562-4058 Fax: 727-562-4052 6. TERMINATION OF CONTRACT. The "CRA" at its sole discretion may terminate this Contract by giving Vaughn Wedeen ten (10) days written notice of its election to do so and by specifying the effective date of such termination. Vaughn Wedeen shall be paid for its services through the effective date of such termination. Further, if Vaughn Wedeen shall fail to fulfill any of its obligations hereunder, this Contract shall be in default, the "CRA" may terminate the Contract, and Vaughn Wedeen shall be paid only for work completed. 7 . INDEMNIFICATION AND INSURANCE. Vaughn Wedeen agrees to protect, defend, indemnify and hold the "CRA" and its officers, employees and agents free and harmless from and against any and all losses, penalties, damages, settlements, costs, charges, professional fees or other expenses or liabilities of every kind and character arising out of or due to any negligent act or omission of Vaughn Wedeen or its employees in connection with or arising directly or indirectly out of this Agreement and/or the performance hereof. Without limiting its liability under this Agreement Vaughn Wedeen shall procure and maintain during the life of this Agreement professional liability insurance. This provision shall survive the termination of this Agreement. 3 Vaughn Wedeen agrees to comply with all terms, provisions, and requirements contained in Exhibit "8" attached hereto and made a part hereof as if said document were fully set forth at length herein. 8. PROPRIETARY MATERIALS. Upon termination of this Contract, Vaughn Wedeen shall transfer, assign and make available to "CRA" or its representatives all property and materials in Vaughn Wedeen's possession belonging to or paid for by the "CRA". 9. INTERESTS OF PARTIES. Vaughn Wedeen 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. 10. CONFORMANCE WITH LAWS. Vaughn Wedeen agrees to comply with all applicable federal, state and local laws during the life of this Contract. 11. 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. 12. 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. 4 IN WITNESS WHEREOF, the parties hereto have executed this Contract as of the date set forth above. ROd~ Executive Director COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF CLEARWATER, FLORIDA ~ By: ~y#~ J Frank V. Hibbard Chairperson Attest: pj~L Pamela K. Akin City Attorney nthia E. Goudeau y Clerk VAUGHN WEDEEN CREATIVE, INC. Attest: By: \ Ric ard Kuhn Principal and Managing Partner Senior Director of Accounts 5 EXHIBIT "A' "Attached hereto and made a part thereof' Contract for Professional Services by and between the COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF CLEARWATER (CRA) and Vaughn Wedeen Creative, Inc. SCOPE OF THE PROJECT 1. Vaughn Wedeen Creative, Inc. will design and provide artwork for an initial six (6) different brand identity logos in conjunction with the traditional design logo provided to the Clearwater Downtown Development Board (DDB) under separate contract. Vaughn Wedeen Creative, Inc. will provide three (3) logo selection choices that represent a modern, contemporary, "edgy" design and three (3) that would fall somewhere between traditional and modern. The logos submitted for consideration will be designed in context on a banner as was the traditional logo accepted by the DDB. 2. Vaughn Wedeen Creative, Inc. will deliver their product to the CRA within thirty (30) days via e-mail to the Director of Economic Development and Housing for the City of Clearwater or as mutually agreed between the parties. 3. After CRA staff review, further development of the selected logos for the modem/contemporary and in-between categories, Vaughn Wedeen Creative, Inc. will present up to two revisions of each category to the CRA, via e-mail, within two (2) weeks of the request or as soon as reasonably possible. CRA staff will provide feedback to Vaughn Wedeen Creative, Inc. on final logo selections. 4. Vaughn Wedeen Creative, Inc. will submit the final creative design, one logo for the "modern" category and one logo from the "in-between" category in context on a banner to the CRA two (2) weeks after the last revision is accepted. Community Redevelopment Agency for the City of Clearwater and Vaughn Wedeen Creative, Inc. - Scope of 1 Work for Professional Services Contract -April 23, 2007 The vendor shall provide insurance and comply with all requirements as contained in EXHIBIT B attached hereto and made a part hereof, prior to performing any services or providing any products to the City. INSURANCE REQUIREMENTS EXHIBIT B a. Insurance The applicant shall furnish, pay for, and maintain during the life of the contract with the COMMUNITY REDEVELOPMENT AGENCY FOR THE CITY OF CLEARWATER the following liability coverage: 1. Comprehensive General Liability Insurance on an "occurrence" basis in an amount not less than $500,000 combined single-limit Bodily Injury Liability and Property Damage Liability. 2. Business Automobile Liability insurance in the amount of at least $500,000, providing Bodily Injury Liability and Property Damage Liability. 3. Workers' Compensation Insurance applicable to its employees for statutory coverage limits, and Employers' Liability, which meets all applicable state and federal laws. 40- Professional Liability/Malpractice/Errors or Omissions insurance, as appropriate for the type of business engaged in by the Vendor, shall be purchased and maintained by the Vendor with minimum limits of $500,000 per occurrence.,. b. Additional Insured The Community Redevelopment Agency for the City of Clearwater is to be specifically included as an additional insured on all liability coverage shown in sections 1 and 2 described above. c. Notice of Cancellation or Restriction 1 All policies of insurance must be endorsed to provide the Community Redevelopment Agency for the City of Clearwater with thirty (30) days notice of cancellation or restriction. d. Certificates of Insurance/Certified Copies of Policies The applicant shall provide the Community Redevelopment Agency for the City of Clearwater with a certificate or certificates of insurance showing the existence of the coverage required by this contract. The applicant will maintain this coverage with a current certificate or certificates of insurance throughout the term stated in the proposal. When specifically requested by the Community Redevelopment Agency for the City of Clearwater, in writing, the applicant will provide the Community Redevelopment Agency for the City of Clearwater with certified copies of all policies of insurance as required above. New certificates and new certified copies of policies (if certified copies of policies are requested) shall be provided to the Community Redevelopment Agency for the City of Clearwater whenever any policy is renewed, revised, or obtained from other insurers. a. The certificates and/or certified policies shall be sent or delivered to the Project Manager and addressed to: The address where such certificates and certified policies shall be sent or delivered as follows: COMMUNITY REDEVELOPMENT AGENCY FOR THE CITY OF CLEARWATER P.O. Box 4748 Clearwater, FL 33758-4748 b. The applicant shall defend, indemnify, save and hold the Community Redevelopment Agency for the City of Clearwater harmless from any and all claims, suits, judgments and liability for death, personal injury, bodily injury, or property damage arising directly or indirectly from the performance by the applicant, its employees, subcontractors, or assigns, including legal fees, court costs, or other legal expenses. Applicant acknowledges that it is solely responsible for complying with the terms of this contract. In addition, the applicant shall, at its expense, secure and provide to the City, prior to beginning performance under this contract, insurance coverage as required in this contract. Any party providing services or products to the Community Redevelopment Agency for the City of Clearwater will be expected to enter to a written agreement, contract, or purchase order with the City that incorporates, either in writing or by reference, all of the pertinent provisions relating to insurance and insurance Any party providing services or products to the Community Redevelopment Agency for the City of Clearwater will be expected requirements as contained herein. A failure to do so may, at the sole option of 2 the Community Redevelopment Agency for the City of Clearwater, disqualify any bidder or proposer of services and/or products to the Community Redevelopment Agency for the City of Clearwater. 3 uatr.ll/l/UUUb 1~:37 AM Pi e: 1 of 1 ACORD.. CERTIFICATE OF LIABILITY INSURANCE OP ID D DAte (MMIDDI'I IV) VAUGH-5 ,_ 11/171 16 THIS CERTIFICATE IS ISSUED AS A MATTER OF INF'ORMATION ONL Y AND CONFERS NO RIGHTS UPON THE CERTIIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. PRODUCER Oress Insurance Oonsultants 6101 WOon st. NE Suite 1000 Albuquerque NM 87111 ~hone:505-822-8114 Wax: 505-822-0341 INSURED INSURERS AFFORDING COVERAGE INSURER A CNA INSURER B INSURER C; INSURER D; INSURER E NAIC# 20435 Vauqhn-Wedeen Creative Inc 116 Central Ave sw Ste 300 Albuquerque NN 87102 COVERAGES _uj --j !HE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO !HE INSURED NAMED ABOVE FOR TI-f POliCY PERIOD INDICATED. NOlWl1HSTANDING ANY REOUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTfER DOCUI.lENT WI!H RESPECT TO WHICH THIS CERTIFICATE MAYBE ISSUED OR MAY PERTAIN. THE INSURANCE AFFORDED BY 1l1E POliCIES DESCRIBED rt:REIN IS SUBJECT TO ALL THE TERMS, EXCLUSICNS AND CONDITIONS OF SUCH POLICIES AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS -- LTR NaRC lVPE OF INSURANCE POUCY NUMBER DATE (INIDD/VY) DATE MMlDDIVY) l.IMrT~1 GENERAL LIABILITY EACH OCCURRENCE $ - 10/03/06 10/03/07 PREMIsES (E~-~cc:;;-ence -I $ A ~ COMMERCiAl GENERAL LIABILITY 2072103647 tJ CLAIMS MADE ~ OCCUR MED EXP (Anyone person' $ - - PERSONAL & ADY INJURV._, $ GENERAl AGGREGATE $ - --, GE~I'L AGGREGATE LIMIT'APPLIES PER PRODUCTS - COMPIOP AC.:j: $ Il POLICy_n j~8T n LOC AUTOMOBILE LIABILITY COMBINED SINGlE LIMIT f----- $ A ANY AUTO 2072103647 10/03/06 10/03/07 (Ea eccidenl) f-- ALL OWNED AUTOS BODILY INJURY f----- ,$ SCHEDUlED AUTOS (Per person l f----- X HIRED AUTOS BODIL Y INJURV f-- $ X NO""OWNED AUTOS (Per ottldan!) - - PROPERTY DAMAGE $ i (Per eccldell1t) aARAGE LIABILITY AUTO ONL Y - EA ACCIDEN- $ =i ANY AUTO OTHER !HAN EAJ.:G $ -- AUTO ONLY J..;(; $ EXCESS/UMBRELLA LIABiliTY EACH OCCURRENCE I tJ OCCUR o CLAlMS MADE AGGREGATE I - I - q DEDUCTIBLE $ - RETENTION $ $ WORKERS COMPENSATION AND X ITOR\t:t,;IIT~ I IUi - EMPLOYERS'LlABllllV .fB.... A ANY PROPRIETOR/PARTNERIEXECUTIVE 2072103664 10/03/06 10/03/07 EL EACH ACCIDENT ;. OFFICERIMEMBER EXCLUDED? E.L DISEASE - EA EMPLU '~E :1: If yes, de5clib~ ~Inder SPECIAL PROVISIONS beiow E.L DISEASE - POLICY lIM~I; OTHER A Personal property- 2072103648 10/03/06 10/03/07 $500. Oed Special fO!:m, RC DESCRIPTION OF OPERATiONS I LOCATiONS 1 VEHICLES I EXCLUSIONS ADOEiD lilY ENDORSEMENT 1 SPECIAL PROVISIONS ~.ODOOOO 3.00000 ~,ODOO 3.000000 ~:ODOOOO ':=:000000 1000000 100000 11)0000 500000 $l~03 ,300 CERTIFICATE HOLDER For Insurance Purposes only CANCELLATION HISCBLl SHOULD Aff'f OF THE ABOVE DESCRlBEiD POLICIES BE CANCELLED BEFORE THE EXPfRA1 IN DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL 10 DAYS WRfT1 ~ NOTICE TO THE CERTifiCAte HOLDER NAMED TO THE LEFT, BUT FAILUI'IE Tr, DO SO SHAI iIlPOSE NO OBLIGATION OR LIABILITY OF Am kiND UPON THE INSURER. ITS AGENTS OR REPRESEI>ITATJIIES, AlJTHORIZSD REPRESENTATr.tE ACORD 25 (2001108) Bob Le isto @ACORDCO'RP()RATION1 B8