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HomeMy WebLinkAboutVandewalle & Associates-4/16/2012VANDEWALLE & ASSOCIATES INC. April 11, 2012 Agreement for RiverLoop Public Market Co-op Marketing Expansion Plan Services THIS AGREEMENT is made and entered into by and between the "Client" City of Waterloo, Iowa, and VANDEWALLE & ASSOCIATES (V&A), Inc., Madison, Wisconsin, an economic development, professional planning, and design firm. Article I Scope of Work A. VANDEWALLE & ASSOCIATES agrees to provide the following "Services": Work Element One: Marketing Plan Expansion a. Develop Marketing Implementation Plan 1. Meet with operators and other stakeholders to determine needs and target audiences (under current contract) 2. Develop marketing goals and objectives 3. Develop marketing strategies and tactics 4. Work with operators to identify more local producers; assist in bringing these local products to the RiverLoop Public Market Co-op 5. Identify strategies to enhance interior design and product displays 6. Support efforts for tighter coordination with the Farmers Market 7. Explore opportunities to rent space, such as the meat market, bakery, or other aspects 8. Enhance partnerships with local businesses and stakeholder groups 9. Determine costs for implementation 10. Create timeline for implementation VANDEWAJLF & ASSOCIATES City of Waterloo / PablicMarket Expansion Plan April 11, 2012 2 b. Business Development Support 1. Work with project team to devise strategy to hire a marketing/public relations intern 2. Work with project team to devise strategy to partner with or market to area businesses to support the market and distribute materiels 3. Work with project team to devise program for allowing other local producers to rent a booth in the Public Market to sell their wares with a commission for the market c. Media Plan Development 1. Determine strategies and work with project team to select media to best reach. the target audience cost effectively 2. Work to ensure media plan has sufficient reach and sufficient repetition 3. Assist in negotiating rates with media 4. Place media buys for 6 -month plan, if desired by the client Work Element Two: Creative Development and Execution Develop creative templates and first issue of creative product including design, layout, copywriting, plus basic design and copy guidelines for some of the following items, as determined by the team, which includes the City of Waterloo, the market operators, V&A, and as the project budget allows. These items include: • Newsletter • Print ads • Graphic art that can be used repeatedly and in different ways for promotional and display marketing items including: shopping bags, bus art, market vehicle magnetic signage art • Recipe cards • Business promotion brochure • New web pages • Cable TV spot (copy, storyboard, and final production) VANDEWALT F & ASSOCIATES City of Waterloo / Public Market Expansion Plan April 11, 2012 3 B. Additional Services may be provided at the request of the client through a "Work Order". These services may include extra travel and meeting expenses or white papers. C. VANDEWALLE & ASSOCIATES agrees to provide its professional Services in accordance with generally accepted standards of its profession. Article 11 Client's Responsibilities A. Client agrees to provide VANDEWALLE & ASSOCIATES with all base maps, blueprints, aerial photos, studies, reports, and ordinances needed to complete these Services. VANDEWALLE & ASSOCIATES may reasonably rely on the accuracy and completeness of these items. Client agrees to provide these items and to render decisions in a timely manner so as not to delay the orderly and sequential progress of VANDEWALLE & ASSOCIATES Services. B. The administrative liaison between VANDEWALLE & ASSOCIATES and the Client will be Paul Huting, Director of Leisure Services (City of Waterloo). C. Client agrees that the following individnals are approved to authorize Additional Services via a Work Order: Name Title Naive Tide D. Client understands that any work product delivered in electronic form under this Agreement may require Client to use certain third -party hardware and/or software products. Client shall be solely responsible for obtaining licenses to use such third -party software. VANDEWAIJP & ASSOCIATES makes no warranties or representations as to the gi,ality, capabilities, operations, performance or suitability of any third -party hardware or software including the ability to integrate with any software currently in use by the Client. Client VANDEWALLE & ASSOCIATES City of Waterloo / Public Market Expansion Plan April 11, 2012 4 acknowledges that the quality, capabilities, operations, performance, and suitability of any third -party hardware or software lies solely with Client and the vendor or supplier of that hardware or software. E. If Client makes any modifications to Deliverables, Client shall either 1) obtain the prior written consent of VANDEWALLE & ASSOCIATES; or 2) remove VANDEWALLE & ASSOCIATES name from the Deliverables. In the event that Client selects option #2, VANDEWALLE & ASSOCIATES shall not be liable or otherwise responsible for such modifications or their effect on the results of the implementation of the recommendations contained in such Deliverables. Article III Estimated Schedule A. Services in this Agreement shall commence from March 26, 2012 and be in through March 25, 2013, unless the parties agree otherwise. B. VANDEWALLE & ASSOCIATES shall render its Services as expeditiously as is consistent with professional skill and care. During the course of the Project, anticipated and unanticipated events may impact the Project schedule and VANDEWALLE & ASSOCIATES shall not be responsible for any delays caused by factors beyond its reasonable control. Article N Costs and Payment A. All work will be completed on a time and materials basis with the budget for the Project set at $23,800; except for Work Element One.a.1., which shall be provided as part of services defined in the Agreement for Implementation Services 2011-12, dated January 15, 2012. Client acknowledges that significant changes to the Project schedule, budget or Project's scope may require Additional Services for which the parties may (but are not required to) enter into a separate Work Order (see Article I.B.). B. VANDEWALT.F & ASSOCIATES shall send Client an invoice for Professional Fees and Reimbursable Expenses once a month. Client shall pay VANDEWAT.T.F & ASSOCIATES the amounts due under such invoice upon VANDEWALLE & ASSOCIATES City of Waterloo / Public Market Expansion Plan April 11, 2012 5 receipt of such invoice. A service charge of 1% per month may be charged on all amounts more than 30 days after date of invoice. Article V Termination A. Either Client or VANDEWALLE & ASSOCIATES may terminate this Agreement upon seven days written notice. B. If ri rtninated, Client agrees to pay VANDEWALLE & ASSOCIATES the hourly rates for all Services rendered and Reimbursable Expenses incurred, up to the date of termination. C. Upon not less than seven days' written notice, VANDEWALLE & ASSOCIATES may suspend the performance of its Services if Client fails to pay VANDEWALLE &ASSOCIATES in full. for Services rendered or Reimbursable Expenses incurred. VANDEWALLE & ASSOCIATES shall have no liability because of such suspension of service or termination due to nonpayment. Article VI Dispute Resolution VANDEWALLE & ASSOCIATES and Client agree to mediate claims or disputes arising out of or relating to the Agreement. The mediation shall be conducted by a mediation service acceptable to the parties. A demand for mediation shall be made within a reasonable time after a claim or dispute arises. In no event shall any demand for mediation be made after such claim or dispute would be barred by the applicable law. Article VII Intellectual Property; Confidentiality A. Except as otherwise provided by law: upon payment in full by Client to VANDEWALLE & ASSOCIATES for Services rendered and Reimbursable Expenses incurred pursuant to this Agreement, VANDEWALLE & ASSOCIA IES shall grant Client a non -transferable, non-exclusive, perpetual license to use any and all Work Product developed or produced by VANDEWALLE & ASSOCIATES pursuant to this Agreement. As used in this VANDEWAJJ r & ASSOCIATES City of Waterloo f Public Market E4ansion Plan April 11, 2012 6 Agreement, "Work Product" means all inventions, processes, data, documents, drawings, records, and works of authorship, whether or not copyrightable or patentable, that are originated or prepared by VANDEWALLE & ASSOCIATES in the course of rendering the Services under this Agreement. Until Client pays VANDEWALLE & ASSOCIATES in full for Services rendered and expenses incurred pursuant to this Agreement, Client may not use any Work Product to complete the Project with others unless VANDEWALLE & ASSOCIATES is in material breach of this Agreement B. Except as otherwise provided by law: Client shall not communicate, publish, or otherwise disclose to a. third party or authorize or induce anyone else to use, communicate, publish, or otherwise disclose, any nonpublic information pertaining to VANDEWALLE &ASSOCIATES, including, without limitation, any information relating to pricing, products, or ideas of VANDEWALLE & ASSOCIATES. Until VANDEWALLE & ASSOCIATES is paid in full by Client for Services rendered and expenses incurred pursuant to this Agreement, Client shall not communicate, publish, or otherwise disclose to any third party, any information pertaining to or summaries of the Work Product. Article VIII Miscellaneous Provisions A. Iowa law governs this Agreement (without regard to its conflict of law principles or rules of construction concerning the draftsman hereof). B. This Agreement is the entire and integrated agreement between the Client and VANDEWALLE & ASSOCIATES, and supersedes all prior negotiations, statements or agreements, either written or oral, with regard to its subject matter. This Agreement may be amended only by written instrument signed by both Client and VANDEWALLE & ASSOCIATES. Neither party can assign this Agreement without the other party's prior written permission. C. Notwithstanding any other term in this Agreement, VANDEWALLE & ASSOCIATES shall not control or be responsible for another party's means, methods, techniques, schedules, sequences or procedures, or for construction safety or any other related programs. VANDEWALLE & ASSOCIATES City of Waterloo J Public Market Expansion Plan April 11, 2012 7 D. The parties acknowledge that society has become more and mote litigious over the years. Despite having done everything right and fulfillingits obligations under this Agreement, VANDEWALLE & ASSOCIATES may be brought into a lawsuit or other action regarding the Project or other activities of the Client. To avoid VANDEWALLE & ASSOCIATES from incurring significant financial obligations when it has properly performed under this Agreement, Client agrees to indemnify, defend and hold VANDEWALLE & ASSOCIATES, its agents and employees harmless from and against any and all claims, liabilities, suits, demands, losses, costs and expenses (including reasonable attorneys' fees), arising out of the Project or the performance or non-performance of obligations under this Agreement, except to the extent the same are directly caused by VANDEWALLE & ASSOCIATES' negligence or willful misconduct related to this Agreement. E. In the event that any suit or action is instituted to enforce any provision in this Agreement, the prevailing party in such dispute shall be entitled to recover from the losing party all fees (including legal and accounting fees), costs and expenses of enforcing any right of such prevailing party under or with respect to this Agreement, including without limitation, all costs of appeals. For purposes of this provision, "prevailing party" shall include a party that dismisses an action in exchange for payment of the sum allegedly due, performance of covenants allegedly breached, or consideration substantially equal to the relief sought in the action or proceeding. F. VANDEWALLE & ASSOCIATES reserves the right to include representations of the Project in its promotional and professional materials. G. In order for VANDEWAIJF & ASSOCIATES' to provide cost effective services, the parties agree that VANDEWALLE & ASSOCIATES shall not be liable to client or any third party for any losses, lost profits, lost data, consequential, special, incidental, or punitive damages, delays, or interruptions arising out of or related to this Agreement, regardless of the basis of the claim. VANDEWALLE & ASSOCIATES' aggregate liability (including attorneys' fees) to Client shall not exceed the amount of fees actually paid to VANDEWALLE & ASSOCIATES by Client with regard to the Services or the Work Order for which liability has been asserted. VANDEWAT.T.F & ASSOCIATES City of Waterloo / Public Market Expansion Plan Apri111, 2012 8 IN WITNESS WHEREOF, the parties hereto entered into this Agreement as of the latest date noted, below. By: Ci f Waterloo Signature of Authorized Representative fk-V\SL4 &. Ck- ?rinted Name VANDEWALLE & ASSOCIATES, INC. Brian Vandewalle, President ilk/ Date 04-1 t.jtz. Date VANDEWALLE & ASSOCIATES City of Waterloo / Public Market Expansion Plan April 11, 2012 9 ATTACHMENT ONE FEE SCHEDULE Hourly Rates Company President $195 to $250 Principal $120 to $220 Associate $70 to $120 Assistant $60 to $80 GIS Analyst/Cartographer $60 to $80 Communications Specialist $60 to $85 Project Assistant $35 to $65