HomeMy WebLinkAboutresolution.council.028-05 RESOLUTION NO. 2 (~ Series of 2005
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ASPEN, COLORADO,
APPROViNG A CONTRACT FOR PROFESSIONAL SERVICES FOR THE
WHEELER OPERA HOUSE MARKETiNG PLAN, BETWEEN THE CITY OF ASPEN
AND IDEE-FORCE COMMUNICATIONS, AND AUTHORIZING THE MAYOR OR
CITY MANAGER TO EXECUTE SAID AGREEMENT ON BEHALF OF THE CITY
OF ASPEN, COLORADO.
WHEREAS, there has been submitted to the City Council a Agreement for
Professional Services for the Wheeler Opera House marketing plan, between the City of
Aspen and Id6e-Force Communications, a true and accurate copy of which is attached
hereto as Exhibit "A";
NOW, THEREFORE, BE IT RESOLVED BY THE COUNCIL OF THE CITY
OF ASPEN, COLORADO:
That the City Council of the City of Aspen hereby approves that Agreement for
professional services for the Wheeler Opera House marketing plan, between the City of
Aspen and Id6e-Force Communications, a copy of which is annexed hereto and
incorporated herein, and does hereby authorize the Mayor or City Manager to execute
said agreement on behalf of the City of Aspen.
iNTRODUCED, READ AND ADOPTED by the City Council of the City of
Aspen °n the ~;~'~'C~day °f ~' 2005' ~
i, Kathryn S. Koch, duly appointed and acting City Clerk do certify that the
foregoing is a true and accurate copy of that resolution adopted by the City Council of the
City of Aspen, Colorado, at a meeting held on the da~/l~e :t~ted. ) //ff/ff~
Kathryn S. Ko~, ~it~ C~fer~
TLO- saved: 4/21/2005-252-G:\tara~Resos\Idee-Forc¢ Communications.doc
AGREEMENT FOR PROFESSIONAL SERVICES
This Agreement made and entered on the date hereinafter stated, between the CITY OF ASPEN,
Colorado, ("City") and Idle-Force Communications ("Professional").
For and in consideration of the mutual covenants contained herein, the parties agree as follows:
1. Scope of Work. Professional shall perform in a competent and professional manner the
Scope of Work as set forth at Exhibit "A" attached hereto and by this reference incorporated herein.
2. Completion. Professional shall commence work immediately upon receipt of a written
Notice to Proceed from the City and complete all phases of the Scope of Work as expeditiously as is
consistent with professional skill and care and the orderly progress of the Work in a timely manner. The
parties anticipate all work pursuant to this agreement as described in Phase 1 shall be completed no later
than June 15th, 2005. Upon request of the City, Professional shall submit, for the City's approval, a
schedule for the performance of Professional's services which shall be adjusted as required as the project
proceeds, and which shall include allowances for periods of time required by the City's project engineer for
review and approval of submissions and for approvals of authorities having jurisdiction over the project.
This schedule, when approved by the City, shall not, except for reasonable cause, be exceeded by the
Professional.
3. Payment. In consideration of the work performed, City shall pay Professional on a monthly
schedule for time and expense basis for all work performed. City agrees that invoices from the Professional
will be paid within terms of net 30 days and that interest penalties may be applied to invoices more than 60
days past due. The hourly rates for work performed by Professional shall not exceed those hourly rates set
forth at Exhibit "B" appended hereto. Except as otherwise mutually agreed to by the parties the payments
made to Professional shall not initially exceed $71,190. Professional shall submit, in timely fashion,
invoices for work performed. The City shall review such invoices and, if they are considered incorrect or
untimely, the City shall review the matter with Professional within ten days from receipt of the
Professional's bill.
4. Non-Assignability. Both parties recognize that this contract is one for personal services and
cannot be transferred, assigned, or sublet by either party without prior written consent of the other. Sub-
Contracting, if authorized, shall not relieve the Professional of any of the responsibilities or obligations
under this agreement. Professional shall be and remain solely responsible to the City for the acts, errors,
omissions or neglect of any subcontractors officers, agents and employees, each of whom shall, for this
purpose be deemed to be an agent or employee of the Professional to the extent of the subcontract. The City
shall not be obligated to pay or be liable for payment of any sums due which may be due to any sub-
contractor.
5. Terms and Conditions. The City is responsible for the accuracy, completeness and
propriety of information furnished to the Professional in connection with the performance of this
contract. When providing photographs, artwork or any other property or rights belong to third parties for
use by the Professional, the City shall use its best efforts to obtain releases, permits or other
~s 1-971 .doc Page 1
authorization to use said photographs, artwork or any other property or rights. With respect to third
parties, the Professional is an agent for a disclosed principal, the City, and the City retains ultimate
responsibility for contracts and other obligations to third parties provided that the Professional does not
enter into contracts and agreements on behalf of the City or otherwise obligate the City or cause the City
to be responsible for paying or otherwise providing compensation, with, for, or on behalf of a third
party, without first obtaining written authorization from the City.
6. Termination. The Professional or the City may terminate this Agreement, without
specifying the reason therefore, by giving notice, in writing, addressed to the other party, specifying the
effective date of the termination. No fees shall be earned after the effective date of the termination. In
the event of termination of this contract by either party, the City shall pay the Professional all accrued
compensation for work performed, and outside expenses incurred, under this agreement prior to the
termination date. Also, the City will assume all authorized contractual obligations made by the
Professional on the City's behalf and shall provide documentation to that effect, if requested. Upon any
termination, all finished or unfinished documents, data, studies, surveys, drawings, maps, models,
photographs, reports or other material prepared by the Professional pursuant to this Agreement shall
become the property of the City upon the City's payment in full to the Professional for all outside
expenses incurred, and all billable hours required to complete projects approved by the City prior to
termination. Notwithstanding the above, Professional shall not be relieved of any liability to the City for
damages sustained by the City by virtue of any breach of this Agreement by the Professional, and the
City may withhold any payments to the Professional for the purposes of set-off until such time as the
exact amount of damages due the City from the Professional may be determined.
7. Covenant Against Contingent Fees. The Professional warrants that s/he has not employed or
retained any company or person, other than a bona fide employee working for the Professional, to solicit or
secure this contract, that s/he has not paid or agreed to pay any company or person, other than a bona fide
employee, any fee, commission, percentage, brokerage fee, gifts or any other consideration contingent upon
or resulting from the award or making of this contract.
8. Independent Contractor Status. it is expressly acknowledged and understood by the parties
that nothing contained in this agreement shall result in, or be construed as establishing an employment
relationship. Professional shall be, and shall perform as, an independent Contractor who agrees to use his
or her best eftbrts to provide the said services on behalf of the City. No agent, employee, or servant of
Professional shall be, or shall be deemed to be, the employee, agent or servant of the City. City is interested
only in the results obtained under this contract. The manner and means of conducting the work are under
the sole control of Professional. None of the benefits provided by City to its employees including, but not
limited to, workers' compensation insurance and unemployment insurance, are available from City to the
employees, agents or servants of Professional. Professional shall be solely and entirely responsible for its
acts and for the acts of Professional's agents, employees, servants and subcontractors during the
performance of this contract. Professional shall indemnify City against all liability and loss in connection
with, and shall assume full responsibility for payment of all federal, state and local taxes or contributions
imposed or required under unemployment insurance, social security and income tax law, with respect to
Professional and/or Professional's employees engaged in the performance of the services agreed to herein.
PSI-971.doc Page 2
9. Indemnification. Professional agrees to indemnify and hold harmless the City, its officers,
employees, insurers, and self-insurance pool, from and against all liability, claims, and demands, on account
of injury, loss, or damage, including without limitation claims arising from bodily injury, personal injury,
sickness, disease, death, property loss or damage, or any other loss of any kind whatsoever, which arise out
of or are in any manner connected with this contract, if such injury, loss, or damage is caused in whole or in
part by, or is claimed to be caused in whole or in part by, the act, omission, error, professional error,
mistake, negligence, or other fault of the Professional, any subcontractor of the Professional, or any officer,
employee, representative, or agent of the Professional or of any subcontractor of the Professional, or which
arises out of any workmen's compensation claim of any employee of the Professional or of any employee of
any subcontractor of the Professional. The Professional agrees to investigate, handle, respond to, and to
provide defense for and defend against, any such liability, claims or demands at the sole expense of the
Professional, or at the option of the City, agrees to pay the City or reimburse the City for the defense costs
incurred by the City in connection with, any such liability, claims, or demands. If it is determined by the
final judgment of a court of competent jurisdiction that such injury, loss, or damage was caused in whole or
in part by the act, omission, or other fault of the City, its officers, or its employees, the City shall reimburse
the Professional for the portion of the judgment attributable to such act, omission, or other fault of the City,
its officers, or employees.
I0. Professional's Insurance. (a) Professional agrees to procure and maintain, at its own
expense, a policy or policies of insurance sufficient to insure against all liability, claims, demands, and other
obligations assumed by the Professional pursuant to Section 8 above. Such insurance shall be in addition to
any other insurance requirements imposed by this contract or by law. The Professional shall not be relieved
of any liability, claims, demands, or other obligations assumed pursuant to Section 8 above by reason of its
thilure to procure or maintain insurance, or by reason of its failure to procure or maintain insurance in suffi-
cient amounts, duration, or types.
(b) Professional shall procure and maintain, and shall cause any subcontractor of the Professional to
procure and maintain, the minimum insurance coverages listed below. Such coverages shall be procured
and maintained with forms and insurance acceptable to the City. All coverages shall be continuously
maintained to cover all liability, claims, demands, and other obligations assumed by the Professional
pursuant to Section 8 above. In the case of any claims-made policy, the necessary retroactive dates and
extended reporting periods shall be procured to maintain such continuous coverage.
(i) Workers' Compensation insurance to cover obligations imposed by applicable laws
for any employee engaged in the performance of work under this contract, and Employers' Liability
insurance with minimum limits of FIVE HUNDRED THOUSAND DOLLARS ($500,000.00) for each
accident, FIVE HUNDRED THOUSAND DOLLARS ($500,000.00) disease - policy limit, and FIVE
HUNDRED THOUSAND DOLLARS ($500,000.00) disease - each employee. Evidence of qualified self-
insured status may be substituted for the Workers' Compensation requirements of this paragraph.
(ii) Commercial General Liability insurance with minimum combined single limits of
ONE MILLION DOLLARS ($1,000,000.00) each occurrence and ONE MILLION DOLLARS
($1,000,000.00) aggregate. The policy shall be applicable to all premises and operations. The policy
shall include coverage for bodily injury, broad form property damage (including completed
operations), personal injury (including coverage for contractual and employee acts), blanket
PS 1-971 .doc Page 3
contractual, independent contractors, products, and completed operations. The policy shall contain a
severability of interests provision.
(iii) The Professional owns no vehicles. Personal employee auto insurance is not relevant
to this contract.
(iv) Professional Liability insurance with the minimum limits of ONE MILLION
DOLLARS ($1,000,000) each claim and ONE MILLION DOLLARS ($1,000,000) aggregate.
(c) The policy or policies required above shall be endorsed to include the City and the City's
officers and employees as additional insureds. Every policy required above shall be primary insurance, and
any insurance carried by the City, its officers or employees, or carried by or provided through any insurance
pool of the City, shall be excess and not contributory insurance to that provided by Professional. No
additional insured endorsement to the policy required above shall contain any exclusion for bodily injury or
property damage arising from completed operations. The Professional shall be solely responsible for any
deductible losses under any policy required above.
(d) The certificate of insurance provided by the City shall be completed by the Professional's
insurance agent as evidence that policies providing the required coverages, conditions, and minimum limits
are in full force and effect, and shall be reviewed and approved by the City prior to commencement of the
contract. No other form of certificate shall be used. The certificate shall identify this contract and shall
provide that the coverages afforded under the policies shall not be canceled, terminated or materially
changed until at least thirty (30) days prior written notice has been given to the City.
(e) Failure on the part of the Professional to procure or maintain policies providing the required
coverages, conditions, and minimum limits shall constitute a material breach of contract upon which City
may immediately terminate this contract, or at its discretion City may procure or renew any such policy or
any extended reporting period thereto and may pay any and all premiums in connection therewith, and all
monies so paid by City shall be repaid by Professional to City upon demand, or City may offset the cost of
the premiums against monies due to Professional from City.
(f) City reserves the right to request and receive a certified copy of any policy and any endorsement
thereto.
(g) The parties hereto understand and agree that City is relying on, and does not waive or intend to
waive by any provision of this contract, the monetary limitations (presently $150,000.00 per person and
$600,000 per occurrence) or any other rights, immunities, and protections provided by the Colorado
Governmental Immunity Act, Section 24-10-101 et seq., C.R.S., as from time to time amended, or
otherwise available to City, its officers, or its employees.
11. City's Insurance. The parties hereto understand that the City is a member of the Colorado
Intergovernmental Risk Sharing Agency (CIRSA) and as such participates in the CIRSA Property/Casualty
Pool. Copies of the CIRSA policies and manual are kept at the City of Aspen Finance Department and are
available to Professional for inspection during normal business hours. City makes no representations
PS 1-971 .doc Page 4
whatsoever with respect to specific coverages offered by CIRSA. City shall provide Professional reasonable
notice of any changes in its membership or participation in CIRSA.
12. Completeness of Agreement. It is expressly agreed that this agreement contains the entire
undertaking of the parties relevant to the subject matter thereof and them are no verbal or written
representations, agreements, warranties or promises pertaining to the project matter thereof not expressly
incorporated in this writing.
13. Notice. Any written notices as called for herein may be hand delivered to the respective
persons and/or addresses listed below or mailed by certified mail return receipt requested, to:
City:
City Manager
City of Aspen
130 South Galena Street
Aspen, Colorado 81611
Professional:
Heather Gallien
Idfie-Force Communications
3601 Blake St.
Denver, CO 80205
14. Non-Discrimination. No discrimination because of race, color, creed, sex, marital status,
affectional or sexual orientation, family responsibility, national origin, ancestry, handicap, or religion shall
be made in the employment of persons to perform services under this contract. Professional agrees to meet
all of the requirements of City's municipal code, Section 13-98, pertaining to non-discrimination in
employment.
15. Waiver. The waiver by the City of any term, covenant, or condition hereof shall not operate
as a waiver of any subsequent breach of the same or any other term. No term, covenant, or condition of this
Agreement can be waived except by the written consent of the City, and forbearance or indulgence by the
City in any regard whatsoever shall not constitute a waiver of any term, covenant, or condition to be
performed by Professional to which the same may apply and, until complete performance by Professional
of said term, covenant or condition, the City shall be entitled to invoke any remedy available to it under this
Agreement or by law despite any such forbearance or indulgence.
16. Execution of Agreement by City. This agreement shall be binding upon all parties hereto
and their respective heirs, executors, administrators, successors, and assigns. Notwithstanding anything to
the contrary contained herein, this agreement shall not be binding upon the City unless duly executed by the
Mayor of the City of Aspen (or a duly authorized official in his absence) following a Motion or Resolution
of the Council of the City of Aspen authorizing the Mayor (or a duly authorized official in his absence) to
execute the same.
17. General Terms.
(a) It is agreed that neither this agreement nor any of its terms, provisions, conditions,
representations or covenants can be modified, changed, terminated or amended, waived, superseded or
extended except by appropriate written instrument fully executed by the parties.
PS 1-97 I.doc Page 5
(b) If any of the provisions of this agreement shall be held invalid, illegal or
unenforceable it shall not affect or impair the validity, legality or enforceability of any other provision.
(c) The parties acknowledge and understand that there are no conditions or limitations
to this understanding except those as contained herein at the time of the execution hereof and that after
execution no alteration, change or modification shall be made except upon a writing signed by the parties.
(d)
to time in effect.
This agreement shall be govemed by the laws of the State of Colorado as from time
IN WITNESS WHEREOF, the parties hereto have executed, or caused to be executed by their duly
authorized officials, this Agreement in three copies each of which shall be deemed an original on the date
hereinafter written.
ATTESTED BY:
CITY OF ASPEN, COLORADO:
WITNESSED BY:
PROFESSIONAL:
Idle-Force Communications
Printed Name: Heather Gallien
Title: President
Date: ,A.~-/,~...-~"~
PS 1-971 .doc Page 6
EXHIBIT "A" to Professional Services Agreement
Scope of Work
The scope of work includes, but is not limited to: · Evaluate current marketing and advertising initiatives;
· Brand/image development;
· Recommend a marketing mix;
· Plan the media schedule;
· Develop advertising and print materials copy;
· Graphic design;
· Establish a timeline for development and implementation of the plan; and
· Determine specific methods of evaluation to demonstrate effectiveness.
Timeframe:
Phase 1, the evaluation and plan development portion, is to be complete no later than June 15, 2005.
Upon City Council approval of the marketing plan as developed in Phase 1, execution of the marketing
plan will begin (Phase 2). The goal is to move as quickly as possible to ensure that the Wheeler will
have some presence during the summer months and to have an impact in the fall and winter.
Goals of the Wheeler Opera House Marketing Plan: · To increase awareness and exposure of the Wheeler Opera House and the organizations it serves;
· To create a branding and image improvement for the Wheeler Opera House;
· To improve and adjust existing marketing outreach;
· Leverage existing and develop new relationships with other community organizations, and state-
wide and corporate partners;
· To determine specific methods of evaluation to demonstrate effectiveness.
Positioning Statement:
We would like to be seen as a vibrant, creative, professional, and welcoming place with something for
everyone. We want for visitors and locals alike to feel that the Wheeler is the place to be. There is
always something happening - A connection to the community - A diversity of offerings.
Additionally, over the years the Wheeler has grown and matured. We are now a state of the art facility
with a professional staff, a calendar full of events, a developed season of presentations, and the most
beautiful, intimate theater in Colorado. We have always hidden under a bushel barrel and it is time that
we let our light shine. To date, all marketing and advertising has been understated and a bit
unsophisticated. We are looking to project a more polished image.
Phase 1:
Phase I is the evaluation and plan development portion of the project. This will include the following:
<> Thorough review and audit of existing marketing materials.
o Define the Wheeler Opera House Brand and Image.
SWOT Analysis
o Dissect Current Perceptions
Develop a Positing Statement
PS 1-971 .doc Page 7
o Determine the Brand Strategy
Develop the Marketing Plan.
o Develop the most effective marketing tactics given the budget
Present Plan the City Council and Wheeler Board for Approval
Phase 2:
Execution of the approved Wheeler Marketing Plan.
PS 1-97 l.doc Page 8
EXHIBIT "B" to Professional Services Agreement
Id6e-Force Hourly Rate Schedule for 2005
Creative Services
Marketing Consultation, Strategic Planning
Creative Concept Development
Digital Image Retouch
Art Direction (Print or Web)
Design (Print or Web)
Copywriting and PR Writing
PR Media Training
PR Media Relations
Production Art
Account Management
Account Planning/Research
Proofreading and Editing
Administrative Tasks
Common Project Expenses
8" x 11" color print
11" x 17" colorprint
8" x 11" color comp mounted black board
11" x 17" color comp mounted black board
Color dummy mock-up
CD or DVD of art files
Professional Archive of all work w/client web access
Web hosting
Photography 1/2 day shoot (3-5 shots)
Photography full day shoot (6-8 shots)
Photography, one shot
Travel
Shipping/overnight air/courier
Talent fees, wardrobe, props
$150
130
130
125
110
110
110
110
80
80
80
60
50
$3
5
5
8
8
20
100/year
15-50/mo
500
1,000
200
at cost
at cost
at cost
PS 1-971 .doc Page 9