2014-012 it r
PROFESSIONAL
SERVICES AGREEMENT
THIS AGREEMENT,made this 1 i -01 day of February 2014,between the City of Clermont,
a Municipal Corporation of the State of Florida, (hereinafter referred to as the "CITY") and
Wilesmith Advertising Design, Inc. , a Florida Corporation, whose address is 319 Clematis Street,
Suite 710, West Palm Beach,FL 33401 (hereinafter 'referred to as "CONSULTANT").
NOW THEREFORE, in consideration of the covenants, representations and agreements herein
contained,the parties agree as follows:
1. SCOPE OF SERVICES: The CONSULTANT shall furnish all labor, materials,
equipment, transportation and perform all of the work described in the bid documents and
specifications contained in CITY's RFP NO. 14-010 Place Branding Consultant and
CONSULTANT'S December 19, 2013 response thereto, all of which is incorporated and made
a part hereof and shall do everything required by this Agreement. To the extent of a conflict
between the Contract documents the following priority shall prevail:
1. This Agreement;
2. RFP No.: 14-010; and
3. CONSULTANT'S December 19, 2013 response.
2. COMPENSATION SCHEDULE: The CITY agrees to and does engage CONSULTANT
to perform the professionarservices for compensation described herein and as set forth in Exhibit
"A"attached hereto and incorporatedlerein and the parties do further agree:
a. As a condition precedent to receiving payment, CONSULTANT shall have been authorized
to proceed by CITY for the specific phase, shall not be in default of any of the terms and
conditions of this Agreement and shall provide to CITY an invoice.
b. CITY shall pay all valid,approved and undisputed invoices as set forth in Exhibit"A"within
thirty (30) days of receipt from CONSULTANT. In the event that CITY disputes any
invoice submitted, it shall advise CONSULTANT in writing and said invoice shall not be
deemed due and,payable under this agreement. Neither the CITY's review approval or
acceptance of, nor payment for, any services provided hereunder shall be construed to
operate as a waiver of any rights under this Agreement and the CONSULTANT shall be
liable to CITY for any and all damages to CITY caused by the CONSULTANT's negligent
or wrongful performance of any of the services furnished under this Agreement.
c. CONSULTANT agrees to assign competent professionals to perform the assigned
responsibilities and duties faithfully, intelligently, and to the best of their ability, and in the
best interest of CITY during the term of this Agreement. All services provided shall be
performed in accordance with this Agreement and with any and all applicable law,
professional standards and guidelines. CITY may request CONSULTANT to make changes
in the scope of services or make revisions to the work performed. Any changes or revisions
requested by CITY that are not due to consultant error, omission or negligence will be
incorporated into the scope of services by written amendment to this agreement and the
consultant may be entitled to additional compensation upon the agreement of the parties.
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2. AUTHORIZATION TO PROVIDE,AND MILESTONES FOR SERVICES:
CONSULTANT shall not be authorized to provide any services as set forth above until such time as
CONSULTANT has received specific authorization from the City Manager, or his designee.
Thereafter, CONSULTANT shall perform the services contemplated herein to the satisfaction of
CITY in accordance with the Milestone Schedule attached hereto and incorporated herein as Exhibit
3. TERM. This Agreement shall take effect when executed by both parties and shall continue,
until such time as the Scope of Services provided above is completed or the agreement is terminated
as provided in Section 4 below.
4. TERMINATION.
a. The non-breaching party upon breach of the terms and conditions contained herein
may terminate this Agreement.
b. Additionally, CITY shall have the right to terminate the agreement, for any reason,
upon thirty(30)days written notice to the CONSULTANT. In the event of termination by the CITY
pursuant to this section 4b, CONSULTANT shall be compensated in accordance with the services
completed and accepted,as of the date of the termination and as set forth in the Scope of Services
5. RESPONSIBILITIES OF CONSULTANT.In addition to all other responsibilities
provided herein, CONSULTANT "expressly 'understands and agrees that, through the above-
referenced assigned personnel, it shall perform all of the services required in the Scope of Services,
and further agrees as follows:
a. CONSULTANT may retain subcontractors to provide any of the services
contemplated herein. Said subcontractors shall be used at the sole expense of CONSULTANT,
under the direct supervision of CONSULTANT and with the prior written approval of CITY.
b. CONSULTANT expressly acknowledges that any and all documents, logos,
marketing and advertising material, plans,designs, reports, and specifications related to the project
and acquired or created by CONSULTANT shall,remain, at all times the property of CITY and
CONSULTANT. CONSULTANT, therefore, shall preserve and maintain said records and shall
immediately provide copies of them to CITY upon termination of this Agreement.
6. RESPONSIBILITIES OF CITY. The City shall provide full information, as reasonably
directed by CONSULTANT,regarding the requirements of the project.
7. AUTHORIZED REPRESENTATIVE OF THE CITY. During the term of this
Agreement, the'City Manager shall be the designated representative authorized to act on behalf of
the CITY,as provided by law,with respect to the project.
8. INSURANCE PROVIDED BY CONSULTANT.
a Workers Compensation. CONSULTANT agrees to pay for and maintain in full
force and affect all applicable workers compensation insurance as required by Federal and Florida
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Law.
b. Comprehensive Automobile Liability. CONSULTANT agrees to pay for and
maintain in full force and effect at all times during the term of this Agreement, bodily injury and
property damage liability insurance. The limits of said policies shall be in an amount approved by
the CITY.
c. Proof of Insurance. Upon CITY's request, CONSULTANT agrees to provide to
CITY reasonable proof of the aforementioned policies of insurance, or certificates of the issuance
thereof, as evidence of the compliance by the CONSULTANT with the terms and provisions
contained herein.
d. Loss of Insurance. If during the period which an insurance company is providing the
coverage required by this Agreement, an insurance company shall: 1) lose its Certificate of
Authority, 2) no longer comply with any applicable Florida Law, or 3) fail to maintain the Best
Rating and Financial Size Category, CONSULTANT shall, as soon as it has knowledge of any such
circumstance, immediately notify CITY and immediately replace the insurance coverage provided
by the insurance company with a different insurance company meeting the requirements of this
Agreement. Until the CONSULTANT has replaced the unacceptable insurer with an insurer
acceptable to CITY,the CONSULTANT shall be deemed in default of this Agreement.
d. Insurance Coverage Not Limitation of Liability. The maintenance of insurance
coverage as provided herein shall not be construed to limit or have the effect of limiting
CONSULTANT's liability to CITY under the provision of any clause or paragraph contained in this
Agreement.
9. INDEMNIFICATION. CONSULTANT agrees to hold harmless and indemnify, including
attorney fees, CITY, its officers, employees and agents against any and all claims, losses, damages
or lawsuits for damages, arising from or related to negligent acts, errors or omissions of the
CONSULTANT.
10. INDEPENDENT CONTRACTOR. The parties agree that at all times and for all purposes
within the scope of this Agreement, the relationship of CONSULTANT and CITY is that of an
independent contractor.
11. FORCE MAJEURE. With regard to the performance hereunder,CONSULTANT shall not
be deemed to be in default of this agreement,or have to failed to comply with any term or conditions
herein if, for reasons beyond CONSULTANT's reasonable control (including, without limitation,
acts of God, natural disaster, labor unrest, war, declared or undeclared, the existence of injunctions
or requirements for obtaining licenses, permits or other compliance with applicable laws, rules and
regulations), such performance is not reasonably possible within such time periods,then the time for
such performance shall be extended until removal of such reasons beyond CONSULTANTS
reasonable control, provided that CONSULTANT commences such performance as soon as
reasonably possible and diligently pursues such performance.
12. NOTICES. All notices shall be in writing and sent by United States mail, certified or
registered, with return receipt requested and postage prepaid, or by nationally recognized overnight
courier service to the address of the party set forth below. Any such notice shall be deemed given
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when received by the party to whom it is intended.
CONSULTANT: Wilesmith Advertising Design,Inc.
319 Clematis Street
Suite 710
West Palm Beach, FL 33401
Attn.: Margaret Wilesmith,President
CITY: Darren Gray, City Manager
City of Clermont
685 W.Montrose Street
Clermont,FL 34711
13. PROHIBITION AGAINST CONTINGENT FEES.
CONSULTANT warrants that it has not employed or retained any company or person, other than a
bona fide employee working solely for CONSULTANT,to solicit or secure this agreement and that
it has not paid or agreed to pay any person, company, corporation, individual, or firm, other than a
bona fide employee/contractor working solely for CONSULTANT any fee,commission,percentage,
gift or other consideration contingent upon or resulting from the award of making of this agreement.
For breach or violation of this provision, in addition to any and all remedies available to CITY,
CITY shall have the right to terminate this agreement without liability and to deduct from the
contract price, or otherwise recover, the full amount of such fee, commission, percentage, gift or
consideration.
14. GENERAL PROVISIONS.
a. Assignment and Disclosure of Intellectual Property. All original works of
authorship that are made by the CONSULTANT or its representatives (solely or jointly with
others), within the scope of, those described as works for hire and during the period of CITY'S
agreement with the CONSULTANT and that are protectable by copyright as that term is defined
in the United States Copyright Act and that the CONSULTANT will be considered the author
thereof and shall have expressly authorized the use thereof by CITY for all purposes consistent
with this Agreement.
b. Pre-suit Mediation. Prior to, and as a condition precedent to the commencement of
any lawsuit or administrative proceeding to resolve any disputes arising out of this Agreement the
parties agree that the dispute first shall be summited to non-binding mediation for a minimum of
eight hours before a business mediation organization approved by the parties. Such mediation shall
be held at the CITY's offices at the address set forth in this Agreement. The part shall bear the costs
of the mediation equally.
c. Waiver. The waiver by CITY of breach of any provision of this Agreement shall not
be construed or operate as a waiver of any subsequent breach of such provision or of such provision
itself and shall in no way affect the enforcement of any other provisions of this Agreement.
d. Severability. If any provision of this Agreement or the application thereof to any
person or circumstance is to any extent invalid or unenforceable, such provision, or part thereof,
shall be deleted or modified in such a manner as to make the Agreement valid and enforceable under
applicable law, the remainder of this Agreement and the application of such a provision to other
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persons or circumstances shall be unaffected, and this Agreement shall be valid and enforceable to
the fullest extent permitted by applicable law.
e. Amendment. Except for as otherwise provided herein, this Agreement may not be
modified or amended except by an Agreement in writing signed by both parties.
f. Entire Agreement. This Agreement including the documents incorporated by
reference contains the entire understanding of the parties hereto and supersedes all prior and
contemporaneous agreements between the parties with respect to the performance of services by
CONSULTANT.
g. Assignment. This Agreement is personal to the parties hereto and may not be
assigned by CONSULTANT, in whole or in part,without the prior written consent of CITY.
h. Venue. The parties agree that the sole and exclusive venue for any cause of action
arising out of this Agreement shall be Lake County,Florida.
i. Applicable Law. This Agreement and any amendments hereto are executed and
delivered in the State of Florida and shall be governed, interpreted, construed and enforced in
accordance with the laws of the State of Florida.
j. Records. CONSULTANT expressly understands and acknowledges that any and all
documents related to the services provided herein, may be considered records that are subject to
examination and production in accordance with Florida's Public Records Law. In accordance
therewith CONSULTANT agrees to act as follows:
1. Keep and maintain public records that ordinarily and necessarily would be
required by the CITY in order to perform the services contemplated
herein.
2. Provide the public with access to public records on the same terms and
conditions that the CITY would provide the records and at a cost that does
not exceed the cost provided in this Florida's Public Records Law or
as otherwise provided by law.
3. Ensure that public records that are exempt or confidential and exempt
from public records disclosure requirements are not disclosed except as
authorized by law.
4. Meet all requirements for retaining public records and transfer, at no cost,
to the public agency all public records in possession of the
CONSULTANT upon termination of the contract and destroy any
duplicate public records that are exempt or confidential and exempt
from public records disclosure requirements. All records stored
electronically must be provided to the CITY in a format that is
compatible with the information technology systems of the public agency.
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IN WITNESS WHEREOF, the parties hereto have made and executed this Agreement for
,, "; the,purposes herein expressed on the date first above written.
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' 417'.1'\ ?��Atttst,',%,, CITY OF CLERMONT, FLORIDA
�,, *� ,gyp rr
,£:, BY:L _ .� B % �
S ' x ,;� Tracy Ackroyd,City Clerk H.1 o d S. Turville,Jr.,Mayor
''° �? `. reb I ZO)�
��. "�w Ac):‘,,.„� Date:
1'" Attest: Wilesmith Advertising Desi , In
BY: B � qtr.-- ' Get /C
Corporate Officer Margaret l eesmith,President
Date: ?,7 / ' oL 1 /
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EXHIBIT A
G1 . FEES/SUPPORTING DOCUMENTATION FEES
A PHASE 1 BRAND ASSESSMENT S 18 500
To provide a basis for understanding of the advantages and benefits for business or visitors
to include the City of Clermont in their consideration set, extensive desk research and
exploration and discovery will be conducted, and findings reviewed in conjunction with all
research already conducted by the City of Clermont The purpose of the study phase is to
gain insight into current brand perceptions, assess the brand environment and image, provide
insight into audience segments, give guidance to the development of a meaningful brand
platform and promise, and provide an agreed upon context for all follow-on activities
- Community Forum Audit
- Review Client-supplied Communication, Marketing Materials, Media Audit
- Exploration & Discovery with mayor, elected leaders, chambers, economic
development leaders, key community partners
- Brand Session with brand committee, follow up meetings as required
- Competitive set assessment positioning, messaging, key attributes, etc
- Digital Brand Network Assessment evaluate City's online presence, functionality of
propnetary sites, cross-sell functionality, access points, related messaging and
user behavior, coordinate with City web master
- Competitive set digital and social media research
- Research Findings Report
B PHASE 2 BRAND DEVELOPMENT $ 25,000
1 Brand Promise based on core attributes and achievable aspirational attributes that can
deliver both emotional and functional benefits to your key audience(s) It will set the direction
for how the City of Clermont will be perceived and the experience it will deliver
2 Brand Concepts/Mood Board A choice of brand narratives told through key words,
typestyles, photographic frames of reference, colors, tone, and taglines
3 Preliminary tagline category trademark and url search
4 Logo design informed by key brand pillars and final brand promise
-explore wordmarks, iconography and symbols
-explore and apply typography
- explore color palettes
Cl . CONTINUED
- present multiple executions to client
- distill concepts and refine
5 Provide final logo/tagline as finished art
6 Dedicated website with downloadable logo files, including PDF standards guide, B&W CMYK
and PMS logos, grayscale logos for all applications, plus logos for online usage
7 Brand Standards Manual to facilitate implementation and ensure brand integrity and
consistency across all areas of communication and touchpoints
- Logo Guide sizes, proper placement, incorrect uses of the logo
- Color palettes—specific colors, combinations and usage
- Font Guide —type styles, appropriate use
-Web guidelines
-Voice & Style guide
C PHASE 3 BRAND STRATEGY $ 9,000
This plan will provide a blueprint for the City of Clermont to take direct, coordinated custody
of its image and story, identify, dimensionalise key high value audiences, establish clear
business objectives and focus on translating the brand assets into revenue opportunities
D PHASE 4 IMPLEMENTATION PLAN (THE FOLLOWING HAVE BEEN LINE-ITEMED TO
ALLOW THE CITY TO SELECT THOSE THEY CONSIDER TO BE A PRIORITY, OR
ELIMINATE THOSE THAT MAY EFFECTIVELY BE ACCOMPLISHED IN-HOUSE WITH
CITY RESOURCES )
This plan will provide tactical recommendations for taking the brand into the public realm It is
expected that these items will be phased in over a period of time up to five years
1 Gateway Monumentation Concept/Design $5,000
2 Pedestnan Wayfinding Design $8,500
(items 1 &2 do not include engineering drawing or site research and planning)
3 Design Concepts for Public Furniture $6,500
4 Environmental Graphics for City Hall/Vehicular Signage $3,800
5 Stationery Package $1,800
6 Website Homepage Design $2,400 (does not include coding)
G1 . CONTINUED
7 Mobile Website Design/App $1,600
8 Collateral Design Brochure and Press Kit $3,800
9 Economic Development Package Design $5,200
10 Street Banners $1,500
11 Application to promotional items T-shirts, mugs, pins, awards, caps etc $2,000
E PHASE 5 MARKETING PLAN $ 9 000
The plan will identify the role of communications in the brand's promotion, establish objectives
that are specific, measurable, achievable, relevant, and time-bounded and identify and make
recommendations for earned, paid and owned media
Fee schedule the agency will be compensated on a per Phase basis, 50% of Phase cost
payable pnor to commencement of each Phase with balance due at conclusion of said Phase
Fees do not include external production costs such as panting,photography, video production,
etc Related travel expenses, as required, willbe billed at cost with supporting documentation
EXHIBIT B
MILESTONES
8 WEEKS FROM APPOINTMENT
• Define community objectives
• Conduct community research
• Complete exploration & discovery among stakeholder groups
3 WEEKS
•Analyze and deliver all research findings, and gain consensus on project direction from all
decision makers
5 WEEKS
• Develop and deliver a brand promise that communicates the "City of Clermont Experience",
based on unique value attributes and sustainable competitive advantages
• Deliver brand narrative
8 WEEKS
• Establish brand look and tone
• Develop, present to Brand Committee options for logo/byline/tagline
2 WEEKS
• Refine short-listed options based on feedback from Committee
•Application to touchpoints
6 WEEKS
• Prepare a report supporting the preferred branding option
• Deliver report to all decision makers
• Support final recommended brand design to decision makers, inclusive of a recap of each
step of project
• Outline implementation steps and recommended actions
• Support Brand Committee in presentation to City Leaders for formal adoption
8 WEEKS
• Brand Strategy/Marketing/ Implementation Design and Plan
TOTAL PROJECT TIMEFRAME 40 WEEKS