HomeMy WebLinkAboutVandewalle & Associates-Design Services Agreement-02.09.2009 s -9.61
Vandewalle & Associates
INCORPORATED
December 30, 2008
Agreement for Design Services; Anew Brochure
THIS AGREEMENT is made and entered into by and between the "Client" City of
Waterloo, Iowa,and VANDEWALLE&ASSOCIATES, Inc., Madison,Wisconsin, a professional
planning and design firm. For purposes of this Agreement, the "Project" is defined as
development and preparation of the Waterloo Anew Brochure.
Article I Scope of Work
A. VANDEWALLE&ASSOCIATES agrees to provide the following"Services":
Task One: Concept Development
a. Develop concept of eight-page Waterloo Anew brochure
b. Review brochure concept with Client via teleconference or work-
session (worksession to be scheduled on regular meeting day)
Task Two: Copywriting and Design/Layout
a. Develop material text and graphics
b. Review mock-up with Client via teleconference or worksession
(worksession to be scheduled on regular meeting day)
c. Prepare one set of revisions to mock-up
d. Produce final brochure;providing electronic copy in format ready for
commercial printing (printing not included in this Agreement)
B. Additional Services, beyond those stated in Article I.A., may be provided
through a "Work Order".
C. VANDEWALLE&ASSOCIATES agrees to provide its professional Services in
accordance with generally accepted standards of its profession.
120 East Lakeside Street • Madison,Wisconsin 53715 • 608 255-3988 • 608 255-0814 Fax
611 North Broadway • Suite 410 • Milwaukee,Wisconsin 53202 • 414 441-2001 • 414 732-2035 Fax
va@vandewalle.com
Shaping places, shaping change
VANDEWALLE&ASSOCIATES City of Waterloo/Anew Brochure
December 30, 2008 2
Article II Client's Responsibilities
A. Client agrees to provide VANDEWALLE&ASSOCIA IES 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&ASSOCIA I t S Services.
B. The administrative liaison between VANDEWALLE&ASSOCIATES and the
Client will be Noel Anderson, City Planner.
C. Client agrees that the following individuals are approved to authorize
Additional Services via a Work Order:
Name Title
Name Title
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. VANDEWALLE&ASSOCIATES makes no
warranties or representations as to the quality, 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
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)
VANDEWALLE&ASSOCIATES City of Waterloo/Anew Brochure
December 30, 2008 3
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 December 30, 2008, and be
in effect a maximum of one year, 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 IV Costs and Payment
A. All work will be completed on a time and materials basis with the budget for
the Project not to exceed$10,000. 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. Invoice charges to the Client are divided into these two elements:
1. Professional Fees.
Are charged for all Services rendered at current billing rates as listed in
Attachment One
2. Reimbursable Expenses.
a. Most will be invoiced at cost,including travel and all in-house
charges
VANDEWALLE&ASSOCIATES City of Waterloo/Anew Brochure
December 30, 2008 4
b. Some Reimbursable Expenses will be charged at cost multiplied by
1.1. These are limited to items charged through a third party vendor
(Examples of these would include: printing, reproduction, and
delivery charges.)
C. VANDEWALLE&ASSOCIATES shall send Client an invoice for Professional
Fees and Reimbursable Expenses once a month. Client shall pay
VANDEWALLE&ASSOCIATES the amounts due under such invoice upon
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 terminated, 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.
VANDEWALLE&ASSOCIATES City of Waterloo/Anew Brochure
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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&
ASSOCIATES 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
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
VANDEWALLE&ASSOCIA 1'ES City of Waterloo/Anew Brochure
December 30, 2008 6
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.
D. The parties acknowledge that society has become more and more litigious
over the years. Despite having done everything right and fulfilling its
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&ASSOCIA 1'E S 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.
VANDEWALLE&ASSOCIATES City of Waterloo/Anew Brochure
December 30, 2008 7
G. In order for VANDEWALLE&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.
IN WITNESS WHEREOF, the parties hereto entered into this Agreement as of the latest
date noted, below.
City of Waterloo
By:
Signature of AuthorizedRe esentative Date
/I'h kkt `-e y 0-ka o e�
Printed Name Title
VANDEWALLE&ASSOCIA 1'ES,INC.
By:
csie
Brian Vandewalle, President Date
VANDEWALLE&ASSOCIA 1 ES City of Waterloo/Anew Brochure
December 30, 2008 8
ATTACHMENT ONE
FEE SCHEDULE
Hourly Rates
Company President $220
Principal $120 to $220
Associate $70 to$115
Assistant $55 to$80
Cartographer $60 to$80
Communications Specialist $60 to$85
Project Assistant $35 to$60