HomeMy WebLinkAbout09-199 - Lunar Cow - Seattle Southside Re-Design of Travel GuideDec.21. 2009 12:38PM lunar cow No.5172 P. 2
CONTRACT FOR SERVICES
This Agreement is entered into by and between the City of Tukwila, Washington, a non- charter
optional municipal code city hereinafter referred to as "the City" or "SSVS and Lunar Cow,
hereinafter referred to as "the Contractor" or "Lunar Cow whose principal organization contact is
located at 137 South Main Street, Suite 202, Akron, OH 44308.
WHEREAS, the City is designated as the Administrator responsible for administering this
contract for services with the cities of SeaTac, Kent and Des Moines to provide tourism and marketing
services under the program name Seattle Southside Visitor Services "SSVS
WHEREAS, SSVS has determined the need to have certain services performed for its citizens
but does not have the manpower or expertise to perform such services; and
WHEREAS, SSVS desires to have the Contractor perform such services pursuant to certain
terms and conditions; now, therefore,
IN CONSIDERATION OF the mutual benefits and conditions hereinafter contained, the parties
hereto agree as follows:
1. Scone and Schedule of Services to be Performed by Lunar Cow. The Contractor shall
perform those services described on Exhibit A "Lunar Cow Visitor Guide Scope and Schedule of
Services," attached hereto and incorporated herein by this reference as if fully set forth. In performing
such services, the Contractor shall at all times comply with all Federal, State, and local statutes, rules
and ordinances applicable to the performance of such services and the handling of any funds used in
connection therewith_ Contractor shall request and obtain prior written approval from SSVS if the
scope or schedule is to be modified in any way.
1.1 Project Deliverable Specifications. Any products and/or services to be supplied by the
Contractor under this Agreement will provided in accordance with the specifications set forth in
Exhibit A. Any dates or schedules specified in Exhibit A for the delivery of any products or services
by the Contractor are only estimates and shall not be binding upon the Contractor. The Contractor shall
not incur any liability, either directly or indirectly, nor shall any engagement be canceled as a result of
any delays in meeting such dates or schedules.
Contract No.09 -1
Council Approva 107/09
1.2 Non Infringement. Contractor represents and warrants to SSVS that the graphics,
scripts, text, source code, software and other materials supplied or prepared by Contractor under this
Agreement will not infringe on any trademark, copyright, patent or other proprietary right held by any
third party.
that:
2. City's Representations and Warranties. The City represents and warrants to Contractor
2.1. No content or information or materials delivered by SSVS to Contractor will: (i) be
libelous, defamatory, obscene, profane, threatening, harassing or offensive or otherwise violate the
privacy or publicity rights of any third party; (ii) constitute a fraud or other unlawful business practice,
(iii) infringe on any copyright, patent, trade secret or other proprietary right held by any third party, or
(iv) violate any federal, state or local law, regulation or orders.
2.2 SSVS has secured all necessary licenses and clearances for use of the content, including
all rights to copy, distribute, modify, perform and display the content and to create derivative works of
the content. Unless otherwise agreed by the Contractor pursuant to this Agreement, all content will be
supplied by SSVS.
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2.3 Contractor may, refrain from starting any work.under this Agreement until such time as
SSVS has delivered to Contractor all required content, including, but not limited to, copy, image files,
logos and reference materials. Any delays in providing such content by SSVS will extend the time
period for the delivery. Contractor has no obligation to review any content, information or other
materials supplied by SSVS and does not assume any liability therefore.
2.4 Contractor shall not be responsible for any delays or inability of third parties used by
Contractor to provide the products and /or services under this Agreement. Any price estimates in this
Agreement may be based on a quote from a third party. Contractor shall not be bound by any price
quote in this Agreement if any such third party fails to provide the products or services as agreed.
3. Come ensation and Method of Payment. The City shall pay the Contractor for services
rendered according to the rate and method set forth on Exhibit B "Compensation and Method of
Payment," attached hereto and incorporated herein by this reference_ The total amount to be paid shall
not exceed Fifty Thousand Nine Hundred and Ten Dollars ($50,910) to be paid within thirty (30) days
following each submittal.
4. Contractor Budget. The Contractor shall apply the funds received under this Agreement
within the maximum limits set forth in this Agreement. The Contractor shall request prior approval
from SSVS whenever the Contractor desires to amend its budget in any way.
5. Duration of Agreement. This Agreement shall be in full force and effect for a period
commencing December 16, 2009 and ending December 31, 2010 unless sooner terminated under the
provisions hereinafter specified.
6. Indenendent Contractor. The Contractor and the City agree that the Contractor is an
independent contractor with respect to the services provided pursuant to this Agreement. Nothing in
this Agreement shall be considered to create the relationship of employer and employee between the
parties hereto. Neither the Contractor nor any employee of the Contractor shall be entitled to any
benefits accorded to City employees by virtue of the services provided under this Agreement. The
City shall not be responsible for withholding or otherwise deducting federal income tax or social
security or contributing to the State Industrial Insurance Program, or otherwise assuming the duties of
an employer with respect to the Contractor, or any employee of the Contractor.
7. Indemnification. The Contractor shall indemnify, defend and hold harmless the City, its
officers, agents and employees, from and against any and all claims, losses or liability, including
attorney's fees, arising from injury or death to persons or damage to property occasioned by any act,
omission or failure of the Contractor, its officers, agents and employees, in performing the work
required by this Agreement. With respect to the performance of this Agreement and as to claims
against the City, its officers, agents and employees, the Contractor expressly waives its im aunity
under Title 51 of the Revised Code of Washington, the Industrial Insurance Act, for injuries to its
employees, and agrees that the obligation to indemnify, defend and hold harmless provided for in this
paragraph extends to any claim: brought by or on behalf of any employee of the Contractor. This
waiver is mutually negotiated by the parties. This paragraph shall not apply to any damage resulting
from the sole negligence of the City, its agents and employees. To the extent any of the damages
referenced by this paragraph were caused by or resulted from the concurrent negligence of the City, its
agents or employees, this obligation to indemnify, defend and hold harmless is valid and enforceable
only to the extent of the negligence of the Contractor, its officers, agents, and employees_
8. Limitation of Liability. Except as otherwise provided for in this Agreement, the Contractor
shall not be liable to the City for any incidental, consequential, or special damages of any kind or
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Dec.21. 2009 12:39PM lunar cow No.5172 P. 4
nature, including without limitation, lost profits, loss of data, whether arising out of Contractor's
breach of contract or warranty, negligence, or otherwise (even if Contractor has been advised of the
possibility of such loss or damage)..The City's sole remedy under the Agreement for a breach by
Contractor shall be the performance of the same or replacement services and/or the delivery of
replacement products byContractor.
9. Disclaimer of Warranties. Except as otherwise specifically provided for in this Agreement,
the products and services provided by the Contractor are provided As Is" without warranty of any
kind. The Contractor expressly disclaims any and all representations and warranties with respect
thereto, whether express or implied, rising by law, custom, usage or otherwise, including,' without
limitation, any implied warranty of merchantability or fitness for a particular purpose.
10. Record Keening and Reporting.
10.1- The Contractor shall maintain accounts and records, including personnel, property,
financial and programmatic records which sufficiently and properly reflect all direct and indirect costs
of any nature expended and services performed in the performance of this Agreement and other such
records as may be deemed necessary by the City to ensure the performance of this Agreement.
10.2. These records shall be maintained for a period of seven (7) years after termination
hereof unless permission to destroy them is granted by the office of the archivist in accordance with
RCW Chapter 40.14 and by the City.
11. Audits and Inspections. The records and documents with respect to all matters covered by
this Agreement shall be subject at all times to inspection, review or audit by law during the
performance of this Agreement.
12. Termination. This Agreement may at any time be terminated by the City giving to the
Contractor thirty (30) days written notice of the City's intention to terminate the same. Failure to
provide products on schedule may result in contract termination. If the Contractor's insurance
coverage is canceled for any reason, the City shall have the right to terminate this Agreement
immediately.
13. Discrimination Prohibited. The Contractor shall not discriminate against any employee,
applicant for employment, or any person seeking the services of the Contractor to be provided under
this Agreement on the basis of race, color, religion, creed, sex, age, national origin, marital status or
presence of any sensory, mental or physical handicap.
14. Assignment and Subcontract. The Contractor shall not assign or subcontract any portion of
the services contemplated by this Agreement without the written consent of the City.
15. Entire Agreement. This Agreement contains the entire Agreement between the parties
hereto and no other Agreements, oral or otherwise, regarding the subject matter of this Agreement,
shall be deemed to exist or bind any of the parties hereto. Either party may request changes in the
Agreement. Proposed changes which are mutually agreed upon shall be incorporated by written
amendments to this Agreement. The failure of a party to enforce any provision hereof shall in no way
be construed to be a waiver of such provision, nor in any way affect the ability of a party to enforce the
same or other provisions thereafter.
16. Ownership. Any content or materials supplied by SSVS shall remain the property of
SSVS. Any image, graphics, coding, scripts, text, source code, software or other materials supplied or
prepared by Contractor, and any derivative works there from, shall remain the property of Contractor;
provided Contractor shall grant to SSVS the limited right to use such materials, on a non transferable
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Dec.21. 2009 12:39PM lunar cow No.5172 P. 5
basis, on its Web site or as otherwise contemplated in this Agreement. Notwithstanding any other
provision of this Agreement, SSVS shall not be permitted to .modify, reverse engineer, disassemble or
decompile any software or source code supplied by Contractor for any Web site developed by
Contractor.
17. Rioht to Display. Notwithstanding any other provision hereof, Contractor will have the right
to publicly display any Web site, including any components or content therein, and any design
prepared or developed by Contractor under this Agreement to any third. party, including, but not
limited to, potential clients in person, by advertisements or trade shows, or through contest
submissions_
18. Confidentiality. SSVS shall treat all confidential and proprietary information and materials
of the Contractor strictly confidential and shall not disclose such information or materials to any third
party.
19. Notices. Notices to the City of Tukwila and SSVS shall be sent to the following address:
City Clerk, City of Tukwila
6200 Southcenter Blvd.
Tukwila, Washington 98188
Seattle Southside, City of Tukwila
6200 Southcenter Blvd.
Tukwila, Washington 98188
Notices to the Contractor shall be sent to the address provided by the Contractor upon the
signature line below.
20. Applicable Law: Venue; Attorney's Fees. This Agreement shall be governed by and
construed in accordance with the laws of the State of Washington. In the event any suit, arbitration, or
other proceeding is instituted to enforce any term of this Agreement, the parties specifically understand
and agree that venue shall be properly laid in King County, Washington. The prevailing party in any
such action shall be entitled to its attorney's fees and costs of suit.
DATED this December 16, 2009.
CITY OP TUKWILA
By:
Tjtle:/Tiiy{ Haggerto or
ST /AUTHENTICATED:
APPROVED AS TO FORM:
City Attorney_
By:
a..�
.i Christy O'Flaherty, CMC, City Cork
CONTRACT Lunar Cow
7
5 By: �c
Title: Vice President Sales
Printed Name: Mike Howl
Address: 137 South Main Street, Suite 202
Akron, OH 44308
Date approved by City Council: December 7, 2009
(Applicable if contract amount is over $40,000)
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Dec.21. 2009 12:39PM lunar cow No.5172 P. 6
EXHIBIT A
LUNAR COW VISXTOR GUME
SCOPE AND SCHEDULE OF SERVICES
1. Consulting/Planning Session. Consulting/planning session to lay the to what has been
done in the past, how that can be taken further and what new goals are in place for the Visitors Guide.
The session will determine key contact people and the scope of content oxi this project. Design and Ad
Sales project calendars with detailed milestones will be defined shortly after the planning session.
Special care will be given in planning Ad Sales, due dates and payment due dates to assure ad sales,
collections and publication go smoothly.
2. Design and Print the 2010 Visitors Guide. Design objectives will focus on creating high impact
and response. Through the 2010 Visitors Guide, we will motivate viewers to find out more about the
area and plan trips and events in and around the Seattle Southside area. The publication will highlight
the diversity and great number of entertainment options located in the region. Lunar Cow will work
with SSVS to identify these key factors of influence. The goal of SSVS and Lunar Cow is to create
more of a Lifestyle publication, utilizing more photos, better maps, introducing new ideas and sections
such as pre planned itineraries, and creating a more engaging piece that better tells the story of the
Seattle Southside region. The new guide will feature Seattle Southside as the home base of the Pacific
Northwest where visitors can stay and experience the surrounding areas within a day's trip. SSVS will
provide all content and photos for the 2010 Visitors Guide. Additional goals include:
Increase Travel, Tourism and Commerce within the Seattle Southside
Increase awareness of SSVS visitor destination brand
Stimulate Seattle Southside destination travel spending
Create awareness of the GoGuide® available to compliment the SSVS
Visitors Guide.
Bring innovation to the guide that offers more value for travelers and travel
planners.
Maximize brand impact and immersion to excite travelers and potential
'travelers about the region.
Produce a professional and easy -to -use visitors guide
Delivering the guide on time and within budget
Lunar Cow will secure photos from local photographers supplied by SSVS if needed.
Lunar Cow will provide copywriting services when needed. This service, if needed, will be billed at an
hourly rate.
3. Convert the Visitors Guide into an Online GoGuide By designing your visitors guide and
converting it into an online GoGuide Lunar Cow will give your Visitors Guide additional value,
impact and functionality. Lunar Cow will design your visitors guide in a way that will not only wow
the target audience and provide ease of use, but will further expand its message online.
Optimize images, copy and guide content
Create links to external •URLs
Convert printed Visitors Guide to GoGuide®
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Visitors Guide will enjoy new innovation and a fresh design that will better attract prospective visitors
and assist current travelers to maximize their visit.
Improved branding
Better positioning against competition
Drives recipients to the online GoGuide® for additional information and trip
platining functionality
Online GoGuide® expands the message of the Visitors Guide and adds valuable functionality.
Brings Visitors Guide to the Web in a powerful format optimized for
interactivity
Downloads on- demand for efficient bandwidth usage
Convenient one -click jump to desired page
Easy -to -use interface, getting started/welcome page, table of contents, help
resources and tool bar allows viewers to instantly begin using the guide
Page flip animations simulates magazine experience
The content of the guide is searchable which offers quick access to specific
content
Zoom tool allows for detailed magnification
Powerful print and save ;functionality offer viewers valuable output options
Advertisements are linked directly to each advertiser's website
Internal linking allows for interactive table of contents and easy navigation of
guide
Google integrated articles allow for easy language translation of your guide
Videos can be imbedded within your guide, opening up new advertising
opportunities
Forward to a Friend features stimulates viral marketing and expands audience
potential
Analyties Software tracks all visits and clicks within the guide
Monthly Reporting provides valuable data about visitors to your region
Hosting is included for up to 3 years
4. Design Review. With respect to any design work performed by Lunar Cow pursuant to this
Agreement, Lunar Cow will present SSVS an initial concept design. Upon presentment of this concept
design, SSVS will have the opportunity to work with Lunar Cow in its redesign. The prices set forth in
this Agreement are based upon a maximum of two (2) requests for changes to the initial concept
design. Any changes to the initial concept design requested by SSVS in excess of such amount or any
changes requested after acceptance of the concept design will be billed by Lunar Cow at its customary
rates for such services.
3. Review of Deliverables. Upon the completion of any deliverable pursuant to this Agreement, SSVS
will have three (3) business days to review or test the deliverable and notify Lunar Cow of any
problems with such deliverable_ If SSVS does not timely notify Lunar Cow in writing of any problem,
such deliverable will be deemed to be accepted by SSVS. In the event of any delay caused by SSVS's
failure to timely make any delivery set forth in this Agreement or respond to Lunar Cow in a timely
manner, Lunar Cow will not be responsible to meet any due dates set forth in this Agreement, which
shall be extended in Lunar Cow's discretion.
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4. Changes. In the event SSVS requests any changes or modifications to the products or services
provided in this Agreement, SSVS will be responsible for all charges reasonably incurred by Lunar
Cow with respect to such changes. Further, any times scheduled in this Agreement for the delivery
may be extended by Lunar Cow upon any such requested changes or modifications.
5. Project Summary
DESIGN SERVICES
Design of 2010 Visitors Guide
52pg cover
GOGUIDE®
Online GoGuide
Convert 2010 Visitors Guide into an interactive online guide
PHOTOGRAPHY
Photography services billed at local photographer rate
COPYWRITING
Copywriting services if needed billed at $125/hr.
PRINTING SERVICES
Pages: 52 cover
Size: 8 3/8 x 10 7/8
QTY: 100,000
Color: 4/4 PC, full bleeds
Binding: Saddle Stitch and trim and pack in small cartons
Shipping: Included
Stock: Cover 80# Gloss Text; Body 60# Gloss Text
Vacation Planner and Online GoGuide
Dec.21. 2009 12:40PM lunar cow No.5172 P. 9
EXHIBIT B
COMPENSATION AND METHOD OF PAYMENT
The City shall pay Contractor pursuant to this Agreement. Any third party contracts entered into by
the contractor pursuant to this Agreement without prior authorization from the City's SSVS Program
Manager or her designated agent shall be paid by the Contractor when due_ The City shall reimburse
Contractor pursuant to the terms of this Agreement.
Monthly billings for completed work will be invoiced at the end of each month, and are due within
thirty (30) days of invoice date.
Cancellation
In the event of change or cancellation of an assignment, ownership of all copyrights and the original
artwork shall be retained by SSVS, and a cancellation fee for work completed, based on the expenses
already incurred prior to or as a result of cancellation or change, shall be paid by the City.
Expenses
City shall reimburse Contractor for any out-of-pocket expenses related to client's project(s) with
City's prior approval not to exceed an additional 5% of the projected° $48,484 project proposal for a
total not to exceed $50,910.
This Agreement does not include additional stock photography or copy writing. The Contractor shall
request prior approval from the City whenever the Contractor desires to amend its budget in any way.
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