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HomeMy WebLinkAbout2012-11-14 13-016 ORDER COUNCIL ACTION
Item No. 13-016
Date: November 14, 2012
Item/Subject: ORDER, Awarding Contract for Marketing and Advertising Services for Bangor
International Airport.
Responsible Department: Airport
Commentary:
On August 29, 2012, the City received five proposals for marketing and advertising services for
Bangor International Airport (BGR). These proposals were reviewed by a combined staff/Airport
Community Council committee which unanimously recommended that the three year contract be
awarded to Fuseideas of Winchester, MA and Portland, ME. Fuseideas was selected due to their
breath of experience in the aviation industry, their exceptional quality of work, their skilled and
focused strategic approach and their fair and reasonable charges. The Fuseideas team has
previously provided Bangor International Airport with exceptional service, prompt responsiveness,
and an effective strategic approach for all of BGR's business segments.
On November 5, 2012 the Finance Committee reviewed and approved this recommendation.
Tony Caruso
Department Head
Manager's Comments:
cad) M
City Manager
Associated Information:
Budget Approval:
Finance Director
Legal Approval:
City Solicitor
Introduced for
X Passage
First Reading Page_of_
Referral
13-016
NOVEMBER 14,2012
a
Assigned to Councilor Baldacci
CITY OF BANGOR
(TITLE.) Order, Awarding Contract for Marketing and Advertising Services for Bangor International
Airport
By the Cly Countf/of the City of Bangor:
ORDERED,
THAT Deborah Cyr, Finance Director, is hereby authorized to execute a three year
contract with Fuseideas of Winchester, Massachusetts and Portland, Maine for
marketing and advertising services for Bangor International Airport.
IN CITY COUNCIL
November 14, 2012
Motion made and seconded for Passage
Passed
CITY ERK
-
13016
NOVEMBER 14,2012
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Contract for Professional Services
between
The City of Bangor
and
Fuseideas
THIS AGREEMENT made this day of 2012, by and between the City of
Bangor, (hereinafter called the"CIIY , and Fuseideas, (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: 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.
Article 3: Quality of Service:
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.
Contract Agreement Page 1 of 10 Marketing/Advertising-81A
13-016
NOVEMBER 14, 2012
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 4: 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 5: 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 6: 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 7: 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
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 8: Compensation:
The CITY agrees to pay CONSULTANT for the services hereunder according to the Schedule
of Fees contained in the CONSULTANT's proposal, and attached hereto as Exhibit A. 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.
Contract Agreement Page 2 of 10 Marketing/Advertising-81A
13-016
NOVEMBER 14, 2012
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.
Article 9: Payment Terms:
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 10: Contract Term:
Subject to the provisions of Article 15, below, the term of this AGREEMENT will be for a
period of three (3) years commencing with the execution of this AGREEMENT. This
AGREEMENT has an option to renew for two (2) additional one (1) year periods if mutually
agreeable between both parties.
Article 11: Ownership 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.
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.
ContractAgreement Page 3 of 10 Marketing/Adveftising-BIA
13-016
NOVEMBER 14,2012
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 CONSULTANTs
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 CONSULTANTs 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
CONSULTANTs 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
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 CONSULTANT will procure and maintain General Liability Insurance coverage and
Automobile Insurance coverage in amounts not less then Four Hundred Thousand Dollars
($400,000) combined single limit for bodily injury, death, and property damage, and also
Worker's Compensation Insurance coverage in the statutory amount. The CITY shall also be
Contract Agreement Page 4 of 10 Marketing/Advertising-BIA
13-016
NOVEMBER 14,2012
named as an additional insured, to the extent its interest may appear, on all such policies of
insurance.
Contract Agreement Page 5 of 10 Mankedng/Adveitising-BIA
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NOVEMBER 14,2012
The CONSULTANT shall procure and maintain Professional Liability Insurance coverage in an
amount not less than Two Hundred Fifty Thousand ($250,000) for all services provided
herein. The CONSULTANT shall furnish and thereafter maintain certificates evidencing such
coverage which certificates shall guarantee thirty (30) days notice to CITY of termination of
insurance from insurance company or agent.
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: If the CONSULTANT or the CITY fails to fulfill its obligations under this
AGREEMENT in a timely and proper manner, or violates any of the covenants of this
AGREEMENT, the CITY or the CONSULTANT shall thereupon have the right to
terminate this AGREEMENT by giving written notice to the other party of
termination, and specifying the effective date thereof. In such event, all documents,
studies and reports prepared by or for the CONSULTANT under this AGREEMENT
shall become the CITY's property and the CONSULTANT shall be entitled to receive
just and equitable compensation for any satisfactory work completed on such
documents.
Notwithstanding the foregoing, the CONSULTANT shall not be relieved of liability to
the CITY for any damages sustained by the CITY by virtue of any breach of this
AGREEMENT by the CONSULTANT, and the CITY may withhold any payments to the
CONSULTANT for the purpose of set-off until such time as the exact amount of
damages due the CITY from the CONSULTANT are determined.
2. For Convenience: The CITY may terminate this AGREEMENT upon seven (7) days written
notice to the CONSULTANT. Upon termination, the CONSULTANT shall be compensated
for all services performed to the date of receipt of notice of termination, plus all
reimbursable expenses then due. Compensation for services performed prior to
termination shall be at the hourly rates specified in the CONSULTANT's Fee Schedule.
Upon termination the CONSULTANT shall deliver to the CITY, one (1) copy of all
otherwise deliverable studies, sketches, calculations, drawings, estimates, reports,
records, schedules, and other such information and data accumulated in the performance
of services under this AGREEMENT, whether completed or not, provided, however that:
ContractAgreement Page 6 of 10 Marketing/Advertising-BIA
13-016
NOVEMBER 14,2012
a. In the event of termination for convenience, the CITY shall hold harmless, indemnify
and defend the CONSULTANT against all losses, claims, and damages arising out of
any use of such information and data for extensions to the project for which such
information and data was prepared or for any other project; and
b. Payment in full to the CONSULTANT for all services rendered, and reimbursable
expenses incurred at the time of delivery of such information and data.
Article 16: No Assignment:
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.
This AGREEMENT shall be binding upon and inure to the benefit of the parties hereto, their
successors and permitted assigns.
Article 17: Separate Contracts:
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: To Consultant:
Deborah Cyr, Finance Director Steven Mason, Senior Vice President
City of Bangor Fuseideas
73 Harlow Street 2 Union Street, Suite 202
Bangor, Maine 04401 Portland, Maine 04101
Notice given in any other manner shall be deemed effective only when the written
notice is actually received.
Contract Agreement Page 7of10 Marketing/Advertising-SIA
13-016
NOVEMBER 14,2012
Article 20: Disputes:
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
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.
Article 21: Compliance 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: Changes:
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: Expenses:
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.
Contract Agreement Page 8 of 10 Marketing/Advertising-,61A
13-016
NOVEMBER 14,2012
The CONSULTANT will obtain authorization before making any commitments for any
expenditure in excess of $500 on the CITY's behalf.
Contract Agreement Page 9 of 10 Marketing/Advertising-BIA
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NOVEMBER 14,2012
Article 27: Cost Records and Accounting for Additional Services:
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.
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: City of Bangor (CITY)
Catherine Conlow
City Manager
Witness: Fuseideas (CONSULTANT)
By:
Its:
ContractAgreement Page 10 of 10 Marketing/Advertising-
81A
- I
EXHIBIT A 13 016
Fuseideas Fee Schedule
Function/Title Rates/Hour
Account Director/CEO/SVP $250
Management/Strategy Account Director/Mgr $200
Account Coordinator $160
Chief Creative Officer $250
Art Director $180
Designer $150
Creative Editorial/Copy $180
Senior Web Designer $180
Web Designer $160
Media Media Director $200
Media Planner $180
VP Engineering $225
Analytics/Dashboard
Interactive Social Media Analyst $180
Web Programmer $180
Social Media/Online
Search $175
Director of PR $190
Public Relations
Senior Account Manager $175
Director of Production $180
Production Traffic Manager $175
Production Artist $160
Proofreader $150
BIaR< "�soun . Hourly;Rate I
for 00.servlces