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HomeMy WebLinkAbout2019-04-08 19-150 Order 04/08/201919-150 04/08/2019 19-150 Airport Order N/A Title, Order Authorizing Execution of a Contract with Sutherland Weston for Advertising and Marketing Services at Bangor International Airport (BGR). This Order will authorize the City Manager to execute a 3-year contract with Sutherland Weston for advertising and marketing services at Bangor International Airport. The City received 5 proposals for advertising and marketing services for Bangor International Airport. The proposals were reviewed by a Selection Committee comprised of the Airport Director, Airport Marketing Director, Public Information Coordinator and a representative from the Bangor Region Chamber of Commerce. The Committee unanimously recommends awarding this contract to Sutherland Weston of Bangor, Maine. Sutherland Weston was recommended due to their high quality of their work and their skilled and focused strategic approach to marketing and advertising. Sutherland Weston is an integrated full-service agency, with the tools, talent, and industry relationships that the committee believed is essential when marketing BGR. In addition, the Committee felt that Sutherland Weston not only fully understands the airport and its history, but also has the creative and technical ability to produce any materials requested by the airport's Marketing personnel. In the past, the Airport has paid anywhere from $90,000 to $250,000 depending the proposed work load. The estimated cost for the first year will be approximately $125,000 based on the projected work plan, which anticipates the following: • Updating current marketing strategy and branding guide; and • Provide new marketing materials (they need to be updated mainly due to changes in Customs) and to include ALL of our business segments; and • A new ad campaign with a specific focus on a digital strategy • New video for marketing and advertising purposes. In addition, the contract includes two one-year options for an extension and a provision for termination of the contract for cause or convenience. This agreement shall be in final form as approved by City Legal. Airport Committee 04/01/2019 Recommend for passage 50 Staff recommends approval. New Business 04/08/201919-150 CITY OF BANGOR ORDER 04/08/2019 19-150 Tremble Authorizing Execution of a Contract with Sutherland Weston for Advertising and Marketing Services at Bangor International Airport (BGR). WHEREAS, the City of Bangor is the owner of an airport commonly known as “Bangor International Airport” located in the City of Bangor, County of Penobscot, State of Maine; and WHEREAS, the City of Bangor issued an Request for Proposals/Qualifications for advertising and marketing services for Bangor International Airport; and WHEREAS, proposals were reviewed by a Selection Committee though a competitive process; and WHEREAS, Sutherland Weston is recommended by the Selection Committee due to their exceptional quality of work, their skilled and focused strategic approach and their fair and reasonable charges; and WHEREAS, this 3-year agreement will include, among other terms and conditions, 2 options for an extension and provisions for termination of the contract for cause or convenience. By the City Council of the City of Bangor: ORDERED, THAT Catherine M. Conlow, City Manager of the City of Bangor, is hereby authorized, on behalf of the City of Bangor, to execute a three year contract with Sutherland Weston of Bangor, Maine for advertising and marketing services for Bangor International Airport. The terms of the agreement include two one year options to renew and a rate of $150 per hour for advertising and $250 per hour for video. Said agreement shall be in final form as approved by the City Solicitor or Asst City Solicitor. 19-150 APRIL 8, 2019 Contract for Professional Services between The City of Bangor and Sutherland Weston THIS AGREEMENT made this _day of , 2019, by and between the City of Bangor, (hereinafter called the TITY'�, and Sutherland Weston, (hereinafter called the CONSULTANT'�. THEREFORE, in consideration of the foregoing and other valuable consideration paid to the CONSULTANT and with the parties hereto intending to be legally bound, the CONSULTANT and CITY agree as follows: Article 1: Services: CONSULTANT agrees to provide the personnel, supplies, labor and materials necessary to perform professional advertising and marketing services to the Bangor International Airport. Article 2: Contract Term: The term of this AGREEMENT exercises the option to renew for a period of three (3) years commencing with the execution of this AGREEMENT and end April 30, 2022. This AGREEMENT has an option to renew for two additional one (1) year periods if mutually agreeable between both parties. Article 3: Consultant's Performance: CONSULTANT accepts the relationship of trust and confidence established between itself and the CITY by this AGREEMENT and will endeavor to perform the services hereunder in the best and most expeditious and economical manner consistent with sound professional practices and consistent with the interest of the CITY. The CONSULTANT shall be, and shall remain, fully responsible to the CITY for the technical completeness, sufficiency and accuracy of all professional services furnished by or under this AGREEMENT. The CONSULTANT shall, without additional cost or fee to the CITY, correct and revise any errors or deficiencies in its performance. The CONSULTANT shall pay CITY for any loss, damages, or costs, including attorney's fees, resulting from CONSULTANT's breach or default under this AGREEMENT or incurred by the CITY for the replacement or correction of any part of the work hereunder which is deficient, defective or untimely. Contract Agreement Page 1 of 9 Marketing/Advertising - BGR 19-150 APRIL 8, 2019 The CONSULTANT shall perform its services with care, skill, and diligence, in accordance with the applicable professional standards currently recognized by such. The CONSULTANT shall be responsible for the professional quality, technical accuracy, completeness, and coordination of all reports, designs, drawings, plans, information, specifications and other items and services furnished under this AGREEMENT. If the CONSULTANT fails to meet applicable professional standards, CONSULTANT shall without additional compensation, correct or revise any errors or deficiencies in its reports, surveys or other services. Article 5: Personnel; Independent Consultant: The CONSULTANT represents that it has, or will secure at its own expense, all personnel required in performing its services under this AGREEMENT. Such personnel shall not be officers or employees of the CITY, or have any contractual relationship with the CITY. The CONSULTANT further agrees that consistent with its status as an Independent Consultant that its personnel will not hold themselves out to be, nor claim to be, officers or employees of the CITY by reason of this AGREEMENT. Article 6: City's Representative: The CITY may assign an authorized representative, who will act as the CITY's representative in all dealings with the CONSULTANT for this project. CONSULTANT's performance hereunder shall be subject to the CITY's review and approval and said approval shall be a condition precedent to payment to CONSULTANT. Said approval shall not be unreasonably withheld. Article 7: City's Responsibility: The CITY agrees to furnish or provide access to the CONSULTANT any information or material in its possession which is relevant to CONSULTANT's performance hereunder. CITY staff will cooperate with CONSULTANT and CONSULTANT will not, without the CITY's written consent, disclose, or permit disclosure by any officer, employee, agent or subconsultants of CONSULTANT, any information or material furnished or generated under this AGREEMENT. Article 8: Performance: The CONSULTANT agrees to perform in accordance with all reasonable requirements of the CITY. The CITY agrees to cooperate in helping to implement any time frame established. In Contract Agreement Page 2 of 9 Marketing/Advertising - BGR 19-150 APRIL 8, 2019 the event of delay for reasons beyond its control and not its fault, the CONSULTANT may request necessary adjustments to said time frame. The CITY's representative may approve any adjustments and said approval will not be unreasonably withheld. Article 9: Comuensation: The CITY agrees to pay CONSULTANT for the services hereunder according to the Schedule of Fees contained in the CONSULTANT's orginal proposal with no price increase throughout the term of the AGREEMENT, with no price increase. It is expressly agreed that the CITY shall receive all statements or bills for services provided under this AGREEMENT, and shall guarantee all payments of the same to the CONSULTANT, provided that, in no case shall the total payments for the services required for any project exceed the established budget without the express written approval of the CITY. It is expressly contemplated by the parties that a portion of the CONSULTANT's services to be performed under this AGREEMENT may be performed by an approved subconsultant. All subconsultants must be approved by the CITY for each project undertaken by the CONSULTANT. Where the CONSULTANT uses the services of a supplier to provide services to the CITY, or purchase media on the CITY's behalf, and the CONSULTANT pays for the services or media instead of the CITY, the CITY agrees to pay the CONSULTANT the cost of the supplier services together with a mark-up that will not exceed 10% of the gross amount as a commission. Depending on the scope of work, these services may include mechanical and art costs (including typography, artwork and stock photography), news distribution costs (including wire services and mailing houses), research activities (including market research fees, on-line database charges, clipping services, and focus group costs), producer's or packager's fees, and third party spokesperson fees and expenses. The CONSULTANT will submit invoices for payment at monthly intervals. Payment for services will be due within thirty (30) days of the billing date. Article 11: Ownershiu of Documents: All reports, memoranda, plans, specifications, documents or other material to be developed by the CONSULTANT under this AGREEMENT shall be the property of the CITY and be promptly delivered to the CITY upon request. The CONSULTANT shall be permitted to retain copies, including reproducible copies, of plans and specifications for the CONSULTANT's information and reference. Contract Agreement Page 3 of 9 Marketing/Advertising - BGR 19-150 APRIL 8, 2019 Notwithstanding CITY ownership, the CITY shall not use any reports, memoranda, plans, specifications documents or other material developed by the CONSULTANT as design documents on any other project other than the project for which developed, except by agreement with the CONSULTANT in writing. All field data, internal reports, memoranda, notes, calculation estimates and any other internal documents used to prepare the documents and memoranda submitted to the CITY shall be deemed the CONSULTANT `work papers", and as such the "work papers" will remain the property of the CONSULTANT generating that material. The CONSULTANT shall be responsible for the protection and/or replacement of any work or material in its possession, including materials provided to the CONSULTANT by the CITY. The CONSULTANT understands and agrees that all documents and materials provided to the CITY hereunder are or may be public documents and as such will be available generally to the public. Reasonable use of any such documents by the CITY or the general public shall not be subject to a claim for infringement of any copyrights claimed by the CONSULTANT in such documents. The CITY has no responsibility for any use which may be made of them by any third party and the CITY may use them for any lawful purpose. The CONSULTANT and subconsultants disclaim any liability to any party other than the CITY for any reliance on the documents and further that the CONSULTANT and subconsultants disclaim any liability to the CITY if the reports and documents are relied upon or used for any purpose for which they are not intended. Article 12: Indemnification: The CONSULTANT shall indemnify, defend and hold harmless the CITY from and against all claims and actions, and all expenses incidental to such claims or actions, based upon or arising out of damage to property or injuries to persons or other tortious acts caused or contributed to by the CONSULTANT or anyone acting under its direction or control or in its behalf in the course of its performance under this AGREEMENT, provided the CONSULTANT's aforesaid indemnity and hold harmless agreement shall not be applicable to any liability based upon the sole negligence of the CITY. The CONSULTANT hereby expressly agrees that it will defend, indemnify and hold the CITY harmless from any and all claims made or asserted by the CONSULTANT's agents, servants or employees arising out of the CONSULTANT's activities under this AGREEMENT. For this purpose, the CONSULTANT hereby expressly waives any and all immunity it may have under Maine's Workers Compensation Act in regard to such claims made or asserted by the CONSULTANT's agents, servants or employees. The indemnification provided under this paragraph shall extend to and include any and all costs incurred by the CITY to answer, investigate, defend and settle all such claims, including but not limited to the CITY's costs for attorney's fees, expert and other witness fees, the cost of investigators, and payment in full Contract Agreement Page 4 of 9 Marketing/Advertising - BGR 19-150 APRIL 8, 2019 of any and all judgments rendered in favor of the CONSULTANT's agents, servants or employees against the CITY in regard to claims made or asserted by such agents, servants or employees. Article 13: Insurance: The CONTRACTOR shall arrange insurance for the minimum limits indicated and shall maintain the below listed coverage throughout the period of performance. LIMITS a. Workers' Compensation Insurance Statutory Employer's Liability Insurance $100,000 each accident $500,000 disease - policy limit $100,000 disease - each empl. b. Comprehensive General Liability (Public Liability) Insurance including: General Liability $1,000,000 each occurrence Aggregate $2,000,000 Products, Completed Operations $1,000,000 each occurrence Aggregate $2,000,000 Personal & Advertising Injury $ 500,000 each occurrence Fire Damage $ 50,000 any one fire Medical Expense $ 5,000 any one person C. Automobile Liability Insurance (owned, hired & non -owned): Bodily Injury & Property Damage $1,000,000 combined single limit d. The CONTRACTOR shall provide a waiver of any rights of subrogation which the CONTRACTOR may have against the OWNER, its agents or its employees. e. Before any of the work is started under this CONTRACT, the CONTRACTOR shall file with the Purchasing Department a certificate of insurance containing the following information in respect to all insurance carried: (1) Name of insurance company, policy number and expiration date; (2) The coverage required and the limits on each, including the amount of deductible or self-insured retentions (which shall be for the account of the CONTRACTOR); (3) A statement indicating that the OWNER shall receive thirty (30) days notice of cancellation or significant modification of any of the policies which may affect the OWNER's interest; and (4) The OWNER as an additional insured (except Workers' Compensation Insurance). Contract Agreement Page 5 of 9 Marketing/Advertising - BGR 19-150 APRIL 8, 2019 Article 14: Subconsultants: None of the services covered by this AGREEMENT shall be subcontracted without the prior written consent of the CITY. If specialists or subconsultants are required to complete the services hereunder the CONSULTANT shall propose such utilization for review and approval of the CITY. The CONSULTANT is and shall remain fully responsible for performances of all services hereunder. Article 15: Termination: 1. For Cause: When the CONTRACTOR has not performed or has unsatisfactorily performed work under this contract, the CITY may terminate the contract for default. Upon termination for default, payment may be withheld at the discretion of the CITY. Failure on the part of a contractor to fulfill contractual obligations shall be considered just cause for termination of the CONTRACT. The CONTRACTOR will be paid for work satisfactorily performed prior to termination less any excess costs incurred by the CITY in re -procuring and completing the work. Notwithstanding the foregoing, CONTRACTOR shall not be relieved of liability to the CITY for any damages sustained by the CITY by virtue of any breach of this CONTRACT by the CONTRACTOR, and the CITY may withhold any payments to the CONTRACTOR for the purpose of set-off until such time as the exact amount of damages due the CITY from the CONTRACTOR are determined. 2. For Convenience: The CITY may terminate this CONTRACT, in whole or in part, whenever the CITY determines that such termination is in the best interest of the City, without showing cause, upon thirty (30) days written notice to the CONTRACTOR. Upon termination, the CONTRACTOR shall be compensated for all services performed to the date of receipt of notice of termination. Compensation for services performed prior to termination shall be paid in accordance Article 8 of this CONTRACT. Upon termination, the CONTRACTOR shall deliver to the CITY one (1) copy of all otherwise deliverable sketches, drawings, estimates, reports, records, schedules and other such information and data accumulated in the performance of services under this CONTRACT, whether completed or not, if requested. Article 16: No Assianment: The CONSULTANT shall not assign, sublet, sell, transfer or otherwise dispose of its interest in this AGREEMENT without the prior written approval of the CITY which shall not be unreasonably withheld. Contract Agreement Page 6 of 9 Marketing/Advertising - BGR 19-150 APRIL 8, 2019 This AGREEMENT shall be binding upon and inure to the benefit of the parties hereto, their successors and permitted assigns. The CITY may let other agreements in connection with the work. The CONSULTANT shall cooperate, schedule and coordinate performance of the work with the work of any separate consultants so as not to delay or interfere with their work, or with timely completion of the project. Article 18: Nonwaiver: Except as expressly provided in this AGREEMENT, the failure or waiver, or successive failures or waivers on the part of either party hereto, in the enforcement of any condition, covenant, or section shall not render the same invalid, nor impair the right of either party hereto, their successors or permitted assigns, to enforce the same in the event of any subsequent breach thereof. Article 19: Notices: All notices required or permitted under this AGREEMENT shall be in writing and shall be deemed sufficiently served if sent by First Class Mail addressed as follows, or such other address as they may designate in writing from time to time: To City: Deborah Cyr, Finance Director City of Bangor 73 Harlow Street Bangor, Maine 04401 To Consultant: Elizabeth Sutherland Partner Sutherland Weston 6 State Street Suite 102 Bangor, Maine 04401 Notice given in any other manner shall be deemed effective only when the written notice is actually received. Article 20: Disuutes: In an effort to resolve any conflicts that arise during the term of this AGREEMENT, the CITY and CONSULTANT agree that all disputes between them arising out of or relating to this AGREEMENT shall be submitted to non-binding mediation unless the parties mutually agree Contract Agreement Page 7 of 9 Marketing/Advertising - BGR 19-150 APRIL 8, 2019 otherwise. Any disputes arising out of or in the course of this AGREEMENT which are not settled by mediation may be resolved by litigation which shall be brought in Maine Superior Court for Penobscot County. Contract Agreement Page 8 of 9 Marketing/Advertising - BGR 19-150 APRIL 8, 2019 Article 21: Comuliance with Law: The CONSULTANT in its performance hereunder, shall comply with all applicable Federal, State and local statutes, ordinances and regulations in effect at the time of the services provided by the CONSULTANT. CONSULTANT agrees to amend this AGREEMENT, if necessary, to comply with such law or regulations. Article 22: Extent of Agreement: This AGREEMENT, with its Exhibits, represents the entire and integrated AGREEMENT between the CITY and CONSULTANT and supersedes and replaces all terms and conditions of any prior agreements, arrangements, negotiations, or representatives, written or oral with respect to this AGREEMENT. This AGREEMENT may only be modified by written agreement of the parties. Article 23: Chanaes: The CITY may, at any time, request CONSULTANT to make changes within the scope of an established project that may increase the budget for the CONSULTANT's fees. CONSULTANT shall perform the change or extra work only after receipt of a change order to the purchase order for the CONSULTANT's services in connection with the project. Such additional services shall be agreed upon, in accordance with the rates set forth in the CONSULTANT's Fee Schedule and incorporated herein by reference. The CITY will not be liable for any costs incurred by the CONSULTANT from performance of a change or extra work prior to issuance of a change order to the purchase order unless expressly authorized in writing. Article 26: Ex eu nses: The CONSULTANT will also bill the CITY monthly for all incidental and other expenses incurred on its behalf, including, but not limited to, items such as travel, copying, press mailings, and printing. The CONSULTANT will obtain authorization before making any commitments for any expenditure in excess of $500 on the CITY's behalf. The CONSULTANT shall keep accounts, books and other records of all its billable charges incurred in performing services to the CITY and shall itemize and submit its billings to the CITY in such a manner as the CITY may reasonably direct. Contract Agreement Page 9 of 9 Marketing/Advertising - BGR 19-150 APRIL 8, 2019 If no such direction is given, the CONSULTANT shall maintain books and accounts of chargeable costs in accordance with generally accepted accounting practices consistently applied, and in such a manner as to permit verification of all entries made. For three (3) years from final payment under this AGREEMENT, the CONSULTANT shall preserve all such books and records, and shall upon three day's written notice make such records available to the CITY for purposes of verifying the costs chargeable under this AGREEMENT. Article 28: Authority to Execute: This AGREEMENT contains all the terms, conditions and provisions pertaining to the work, there being no other understandings, agreements, warranties either express or implied, relative to the AGREEMENT that are not fully expressed herein. IN WITNESS WHEREOF, the parties hereto have caused this AGREEMENT to be executed on the day and year first above written. Witness: Witness: City of Bangor (CITY) Catherine M. Conlow City Manager Sutherland Weston (CONSULTANT) Elizabeth Sutherland Partner Contract Agreement Page 10 of Marketing/Advertising - BGR H a 0 o .• '~L'' H 7d n1, C700 for H r t co �C C v t� oo z \ y O c) z � d r Cl) O d til M C7 p O a 0 tri