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HomeMy WebLinkAboutProfessional Service Agreement with Larry Limm for Marketing Consultation for the Mayor's Anti-Drug CoalitionPROFESSIONAL SERVICES AGREEMENT with LARRY LIMM for MARKETING CONSULTATION SERVICES This PROFESSIONAL SERVICES AGREEMENT with LARRY LIMM for ~,, MARKETING CONSULTATION SERVICES ("Agreement") is made this $ day of lam, 2010 ("Effective Date"), by and between the City of Meridian, a municipal corporation organized under the laws of the State of Idaho, on behalf of the Mayor's Anti-Drug Coalition ("MADC") and Larry Limm, an individual person whose address is 5080 Baylor Lane, Meridian, Idaho ("Consultant"). MADC and Consultant may hereinafter be collectively referred to as "Parties." WHEREAS, the mission of the MADC is to work collaboratively within the community to implement innovative, sustainable prevention strategies to achieve its vision of freeing our community from the destructive effects of substance abuse; and WHEREAS, the MADC seeks to further its mission by working with Consultant to develop and implement marketing strategies to attract new members to MADC and foster community support for MADC; NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged and agreed, and in consideration of the mutual promises and covenants herein contained, the Parties agree as follows: I. SCOPE OF SERVICES. A. Marketing objectives. Consultant shall develop and implement marketing strategies designed specifically to attract new members to MADC, develop and increase community support for MADC, retain current MADC members, and cultivate long-term sustainability of MADC. B. Target audience. -The marketing strategies Consultant develops shall be designed to advance the enumerated marketing objectives as to both the local community generally, as well as local youth specifically. C. Social networking.; Consultant shall develop and implement a strategy for utilizing Internet technology and'social networking websites to advance the enumerated marketing objectives: D. Branding. Consultant shall provide to MADC professional branding and promotional products and materials, which shall include at least one (1) promotional brochure, one (1) signature PowerPoint template, one (1) digital letterhead template, and one (1) digital newsletter template. E. Promotional materials. Consultant shall develop print and digital materials promoting MADC events and programs, on an as-needed basis, to include at least three (3) MADC events and/or programs. PROFESSIONAL SERVICES AGREEMENT -LARRY LIMM FOR MADC PAGE 1 Of 6 F. Monthly commitment. In the performance of the services described herein, Consultant shall commit to MADC three (3) hours of labor per month, which labor is valued at the rate of three hundred dollars ($300.00) per hour. II. COMPENSATION. A. Compensation structure. MADC shall compensate Consultant for one (1) hour of labor provided each month for the term of this Agreement, which term shall be from March 2010 through September 2010. Consultant shall donate to MADC two (2) hours of labor monthly for the term of this Agreement. B. Total compensation. MADC shall make monthly payment to Consultant for services rendered pursuant to this Agreement, at the rate of three hundred dollars ($300.00) per month, for a term of seven (7) months, in a total amount not to exceed $2,100.00. This amount shall constitute full compensation for any and all services, costs, and expenses related to this Agreement. C. Method of payment. Consultant shall provide MADC with a completed W-9 form and an invoice for services and/or deliverables provided, which City shall pay within thirty (30) days of receipt. MADC shall not withhold any federal or state income taxes or Social Security tax from any payment made by MADC to Consultant under the terms and conditions of this Agreement. Payment of all taxes and other assessments on such sums shall be the sole responsibility of Consultant. III. TIME OF PERFORMANCE. A. Deadline. By 5:00 p.m. on Friday, September 24, 2010, Consultant shall complete the tasks enumerated in Section I of this Agreement, and shall deliver to MADC the completed promotional and marketing products and materials further enumerated in Section I. This deadline may be changed by written agreement of the Parties. B. Time of the essence. Consultant acknowledges that services provided under this Agreement shall be performed in a timely manner. The Parties acknowledge and agree that time is strictly of the essence with respect to this Agreement, and that the failure to timely perform any of the obligations hereunder shall constitute a breach of, and a default under, this Agreement by the party so failing to perform. IV. CREATION, INTEGRITY, AND OWNERSHIP OF VIDEO PIECE. A. Intellectual property rights. MADC warrants that it is authorized and entitled to promote and advertise the City of Meridian and MADC and agrees to hold Consultant harmless of and from any copyright infringements arising out of or in any way caused or connective with the use of these names in marketing or promotional materials or efforts. Artwork and other deliverables, including, but not limited to, templates, logos, images, PROFESSIONAL SERVICES AGREEMENT -LARRY LIMM FOR MADC PAGE 2 Of 6 and/or graphics, designed and/or created by Consultant for MADC shall be the property of MADC upon delivery of same to MADC, and shall not be used by Consultant in any other project or context without written permission of MADC. It is recognized by the Parties that MADC may use, copy, reproduce, reprint, display, distribute, and/or broadcast the promotional and marketing materials created by Consultant an unlimited number of times and via various media, including, but not limited to, in written or electronic correspondence, at public and private meetings and venues, and/or via Internet, television, or other electronic transmission or reproduction. B. Limited edition. Consultant warrants and represents that the promotional and marketing materials created pursuant to this Agreement have never heretofore been used, created, published, or copied and that Consultant is the sole creator of such materials, their components, and the design and creation thereof, inclusive. C. Subcontracting or assignment of obligations. Consultant shall not subcontract or assign any of his obligations under this Agreement that require or that may require his professional or creative talent or expertise. Consultant may subcontract or assign obligations that do not require his professional or creative talent or expertise, provided that any subcontractor or assignee shall be bound by all the terms and conditions of this Agreement. D. MADC to approve prior to distribution. Consultant shall obtain the approval of MADC prior to the release or distribution of any text, graphic, information, or other content via electronic means, including the Internet, a-mail, or social networking website. MADC shall timely provide review and, as appropriate, provide to Consultant MADC's approval or feedback regarding same prior to the release or distribution thereof. Following MADC's review and approval, Consultant shall not be held responsible for inaccurate information or content. V. INDEMNIFICATION, WAIVER, AND INSURANCE. A. Indemnification. Consultant shall indemnify, save, and hold harmless the City and any and all of its employees, agents, volunteers, and/or elected officials from any and all losses, claims, and judgments for damages or injury to persons or property, and from any and all losses and expenses caused or incurred by Consultant, its servants, agents, employees, guests, and/or business invitees while on MADC's and/or City's premises or while fulfilling Consultant's obligations under this Agreement. B. Waiver. Consultant waives any and all claims and recourse against MADC and/or City, including the right of contribution for loss and damage to persons or property arising from, growing out of, or in any way connected with or incident to Consultant's performance of this Agreement, whether such loss or damage may be attributable to known or unknown conditions, except for liability arising out of concurrent or sole negligence of MADC, City, or the officers, agents, or employees thereof. PROFESSIONAL SERVICES AGREEMENT -LARRY LIMM FOR MADC PAGE 3 Of fi VI. TERMINATION AND COMPLAINT. A. Termination for cause. If either Party determines that the other has failed to comply with any term or condition of this Agreement, violated any of the covenants, agreements, and/or stipulations of this Agreement, falsified any record or document required to be prepared under this Agreement, engaged in fraud, dishonesty, or any other act of misconduct in the performance of this Agreement; or if either Party willfully or negligently defaults in, or fails to fulfill, its material obligations under this Agreement, the other Party shall have the right to terminate the Agreement by giving written notice to the defaulting party of its intent to terminate, and shall specify the grounds for termination. The defaulting party shall have seven (7) days after receipt of such notice to cure the default. If the default is not cured within such period, this Agreement shall be terminated upon mailing of written notice of such termination by the terminating party. 1. Default by MADC. In the event of termination for non-performance or default by MADC, MADC shall compensate Consultant for work actually completed by Consultant prior to the date of written notice of termination, and any additional services and materials actually performed or supplied prior to the date of written notice of termination, less payments of compensation previously made, not to exceed the total amount of compensation allowed hereunder. 2. Default by Consultant. In the event of termination for non-performance or default by Consultant, all finished and unfinished materials, designs, graphics, plans, and/or any and all other work products prepared and submitted or prepared for submission under this Agreement shall, at MADC's option, become the property of MADC. Notwithstanding this provision, Consultant shall not be relieved of any liability for damages sustained by MADC attributable to Consultant's breach of this Agreement. MADC may reasonably withhold payments due until such time as the exact amount of damages due to MADC from Consultant is determined. B. Non-waiver of breach. Except as otherwise expressly stated in this Agreement, waiver of any breach or default of any provision of this Agreement shall not be construed as a waiver of a breach of the same or any other provision hereof. VII. GENERAL PROVISIONS. A. Response not guaranteed. Consultant does not guarantee public response to the promotional or marketing strategies and/or materials described herein; nor is Consultant responsible for the actions or performance of service providers including but not limited to those related to MADC's or any third party's website, server, television, radio, print, or publishing entity. B. Relationship of Parties. It is the express intention of Parties that Consultant is, and shall at all times relevant hereto be, an independent contractor and not an employee, agent, joint venturer, or partner of MADC or City. Nothing in this Agreement shall be PROFESSIONAL SERVICES AGREEMENT -LARRY LIMM FOR MADC PAGE 4 Of 6 interpreted or construed as creating or establishing the relationship of employer and employee between Consultant and MADC or City or between Consultant and any official, agent, or employee of MADC or City. Both parties acknowledge that Consultant is not an employee of MADC or City. Consultant shall retain the right to perform services for others during the term of this Agreement. C. Compliance with law. Throughout the course of this Agreement, Consultant shall comply with any and all applicable federal, state, and local laws. D. Non-discrimination. Throughout the course of this Agreement, Consultant shall not discriminate against any person as to race, creed, religion, sex, age, national origin, sexual orientation or any physical, mental, or sensory handicap. E. Entire Agreement. This Agreement constitutes the entire understanding between the Parties. This Agreement supersedes any and all statements, promises, or inducements made by either party, or by agents of either party, whether oral or written, whether previous to the execution hereof or contemporaneous herewith. The terms of this Agreement may not be enlarged, modified or altered except upon written agreement signed by both Parties hereto. F. Costs and attorneys' fees. If either party brings any action or proceedings to enforce, protect or establish any right or remedy under the terms and conditions of this Agreement, the prevailing party shall be entitled to recover reasonable costs and attorneys' fees, as determined by a court of competent jurisdiction, in addition to any other relief awarded. G. Agreement governed by Idaho law. The laws of the State of Idaho shall govern the validity, interpretation, performance and enforcement of this Agreement. Venue shall be in the courts of Ada County, Idaho. H. Cumulative rights and remedies. All rights and remedies herein enumerated shall be cumulative and none shall exclude any other right or remedy allowed by law. Likewise, the exercise of any remedy provided for herein or allowed by law shall not be to the exclusion of any other remedy. I. Interpretation. Words of gender used in this Agreement shall be held and construed to include any other gender, and words in the singular shall be held to include the plural and vice versa unless the context otherwise requires. The Agreement and the captions of the various sections of this Agreement are for convenience and ease of reference only, and do not define, limit, augment or describe the scope, context or intent of this Agreement or any part or parts of this Agreement. J. Severability. If any provision of this Agreement is found by a court of competent jurisdiction to be illegal, invalid, or unenforceable, the remainder of this Agreement shall not be affected. PROFESSIONAL SERVICES AGREEMENT -LARRY LIMM FOR MADC PAGE S Of 6 K. Successors and assigns. All of the terms, provisions, covenants and conditions of this Agreement shall inure to the benefit of, and shall be binding upon, each party and their successors, assigns, legal representatives, heirs, executors, and administrators. L. Notice. Any and all notice required to be provided by either of the Parties hereto, unless otherwise stated in this Agreement, shall be in writing and shall be deemed communicated upon mailing by United States Mail, addressed as follows: Consultant: MADC: Larry Limm City of Meridian 5080 N Baylor Lane Attn: Elisha Figueroa, MADC Meridian, ID 83646 1401 E. Watertower Ave. Meridian, Idaho 83642 Either party may change its address for the purpose of this paragraph by giving written notice of such change in the manner herein provided. M. City Council approval required. The validity of this Agreement shall be expressly conditioned upon City Council action approving the Agreement. Execution of this Agreement by the persons referenced below prior to such ratification or approval shall not be construed as proof of validity in the absence of Meridian City Council approval. IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day of Ao4ay, 2010. ~iAdr1++L CONSULTANT: STATE OF Idaho ) n J~/Y ss: ~ County of ~ ) I HEREBY CERTIFY that on this~`~ day of~~1'~~, rry L1m 2010, before the underslgned, a Notary Public m the State of Idaho, personally appeared Larry Limm, known to me to be 4. the person who executed the said instrument, and acknowledged to me that he executed the same. ~i~j iN WITNESS WHEREOF, I have hereunto set my hand and of ixe y official seal, the day and year in this certificate first ~bove wr en ~~'" ~lotary Publi for Idyrb J \\\`"~ <<~ ~ ~ (Residing at ~Y'Lc-a ~t-+~ ,Idaho `\~~ F M~{1'Gp~nmission Expires: ~Z-?~5J~! J MADC• ~~ ~ o°apO~rF ~ ~' BY: ~~~~ ~~~ ``~ Attest. Tammy de; erd, Mayor _ SE~j~ aycee~olman, City Clerk _: ~`~ City of Mertdian .~ ^~ O~ PROFESSIONAL SERVICES AGREEMENT - LARRY~~ISf~F ~r ~ ~QQ•r~~``` PAGE 6 Of 6