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Home My WebLink About04 032 contract logo imaginis v e e e e THE CORPORATION OF THE MUNICIPALITY OF KINC INE BY-LAW NO. 2004 - 32 A BYLAW TO AUTHORIZE THE SIGNING OF A CON RACT WITH CONSUELO MARANO, CARRYING ON BUSINESS AS I AGINIS, FOR THE DESIGN OF A MUNICIPAL LOGO, SLOGAN AN GRAPHIC STANDARDS MANUAL. WHEREAS the Municipal Act, 2001, 5.0. 2001, c. 25 Sectio s 8 and 9 (1) provides municipalities with powers of a natural person to enabl them to govern their affairs as they consider appropriate; and to enhance their bility to respond to municipal issues; WHEREAS the Council for The Municipality of Kincardine dee s it advisable to develop a municipal logo, slogan and graphic standards anual for The Municipality of Kincardine to be used for tourism and community promotional and marketing of the Municipality; NOW THEREFORE the Council for The Municipality of Kincardi e ENACTS as follows: 1. That The Municipality of Kincardine enter into a contrac with Consuela Marano, carrying on business as Imaginis, for the design an realization of a municipal logo, slogan and graphic standards manual. 2. That the Mayor and Clerk be authorized to sign, on behalf 0 the Municipality of Kincardine, the contract with Consuelo Morano, carrying on business as Imaginis, which is attached to this by-law as Schedule "A". 3. That all ownership rights of the completed and approv d project; and, copyright of any material developed by Consuelo Mar no, carrying on business as Imaginis, for the Municipality of Kincardine hall remain the absolute property of the Municipality; 3. This By-law shall come into full force and effect upon its fina passage. 4. This By-law may be cited as the "Imaginis Logo Design Agre ment, By-law" . READ a FIRST, SECOND and THIRD TIME and DEEMED to be PASSED this 17th day of March, 2004. ~æA Mayor " v· . , SCHEDULE "An TO BY-LAW NO. 2004 - 32 4 Contract between Consuela Marano carrying on business as lmaginis and The Corporation of the Municipality of Kincardine for the design and realization of the pre-press final branding (specifically Logo, Slogan and Graphic Standards Manual) for the Municipality of Kincardine. This Agreement is made the 11th of March 2004 between Consuela Marano carrying on business as Imaginis (II Imaginis"} and The Corporation of the Municipality of Kincardine (the "Municipality"). WHEREAS Imaginis and the Municipality wish to enter into an agreement for the design and realization of the pre-press final branding (specifically Logo, Slogan and Graphic Standards Manual) for the Municipality of Kincardine. NOW THEREFORE the parties agree as follows: 1. Scope of Work lmaginis shall carry out the work provided for herein in a professional manner. The scope of work for this contract shall consist of: Logo and Slogan Definition The official Logo and Slogan are the primary components of the Municipality of Kincardine's graphic identity system. lmaginis will provide assistance in identifying the target markets for this system and, after reviewing with the Municipality the identified target markets, Imaginis will establish a marketing strategy that will be applied in the design by Imaginis of 2 different preliminary proposals: the development of a "ready-to-print" logo and slogan and preliminary tests of the application of the logo to the merchandise and branding kit. Graphic Standards Manual Imaginis will produce one paper copy and one electronic file of a graphic standards manual for the Municipality, which shall be an easy- to-use reference to ensure consistent use of the Municipality of Kincardine graphic identity across print, Web, signage and merchandise applications. Graphic Standards provide direction to designers and other professionals responsible for creating products that provide information about the Municipality of Kincardine. These standards help in the design of communication products ranging from brochures, flyers, signs and videos, Web pages and multi-media presentations. They also " assist printers, graphic designers, sign makers, ad agencies and others that work with the Municipality. Consistently applied and thoughtfully executed Graphic Standards help "brand" the Municipality of Kincardine. Each flyer, video and Web site sends a message, and each communication piece, no matter how simple, contributes to the reputation of the Municipality of Kincardine. Accordingly, the Graphic Standard Manual shall include the following: Description of importance of the Brand Design Elements Relation between Logo and Slogan (IISignature Configuration") Size Requirements Recommended Typefaces Secondary Type Usage Color Usage Unacceptable Usage Usage with Photos Business Systems (Letterhead, Business Card, Electronic Branding (e- mail template and word template) Fax Cover Sheet Application to Publications and Advertising 2. Work Schedule The following schedule has been agreed upon based on the parties' current understanding of the project requirements: Project Definition: 1 week Municipal Stakeholders Interviews and Analysis: 3 days Target Market Research and Definition: 2 weeks Strategy Analysis and Definition: 1 week Style Design: 1 week Logo and Slogan Design Definition: 2 weeks Graphic Design Manual: 5 weeks Total Timing: 13 weeks Changing the requirements may require adjustment to the schedule. The schedule does not include the necessary approval time between the project development phases. Imaginis represents that it has determined the above schedule in good faith based upon its experience with similar projects. The Municipality acknowledges that it is an estimate only and delays may occur through no fault of Imaginis. If, during the course of the project, Municipality of Kincardine wishes to accelerate the time schedule for completion of the project Irnaginis will endeavor to do so subject to a review of Imaginis' quoted fees and subject to Municipality of Kincardine providing all necessary approvals within the accelerated time schedule. ~ . , " , , 3. Information Municipality of Kincardine acknowledges that in order for Imaginis to complete the project as efficiently as possible, accurate background information relating to the Municipality's needs will be required. The Municipality undertakes to provide such information on a confidential basis to Imaginis prior to commencement of the project, where possible. The Municipality of Kincardine shall provide accurate and complete information and materials to Imaginis and shall be responsible for the accuracy and completeness of all information and materials 50 provided. The Municipality of Kincardine guarantees that all materials supplied to Imaginis are owned by the Municipality of Kincardine or that the Municipality of Kincardine has all necessary rights in such materials to permit Imaginis to use them for the Project. The Municipality of Kincardine shall indemnify, defend, and hold Imaginis harmless from and against any claim, suit, damages and expense, including legal fees and expenses, arising from or out of any claim by any party that its rights have been or are being violated or infringed upon with respect to any materials provided by the Municipality of Kincardine. 4. Fees and Payments (a) Fees - The fee for this project shall be $23,000.00 unless otherwise agreed in writing by the parties. Upon execution of this agreement, Imaginis shall invoice the Municipality for one-fifth of the full amount of its fee for the project, being $4,600.00. Thereafter Imaginis will invoice the Municipality on a monthly basis based upon the work performed during the immediately preceding month as a percentage of the total work to be performed, subject to a credit to the Municipality for the amount of the fee prepaid as set out above. (b) Expenses - In addition to Imaginis' fee, the Municipality shall pay monthly and upon receipt of Imaginis' invoice for all reasonable and necessary costs and expenses incurred by Imaginis in connection with the project as described herein. These costs shall include artwork and photography costs, out-of-house typesetting, photostats, photocopies, computer colour laser proofs, photoprints and negatives, film and processing, stock photography, illustrations, digital retouching, facsimile transmission, long distance telephone, prototype production, applicable duties, travel and accommodation expenses and other out of pocket expenses incurred by Imaginis in relation to the project as approved by the Municipality. The total amount to be payable by the Municipality for expenses shall not exceed $ 2,000.00 plus all applicable taxes. It is also agreed that Imaginis shall seek written permission of the Municipality prior to incurring single expenses exceeding $200.00. \ . , . . , (c) All fees, charges and expenses are exclusive of GST and PST and other applicable taxes and duties that the Municipality agrees to pay. (d) The Municipality shall pay all sums due to Irnaginis within 30 (thirty) days of its receipt of Imaginis' invoice. (e) Imaginis' fees, as set out in this Agreement, are subject to review by Imaginis if instructions for commencement of the project are not given within four weeks of delivery of the Agreement to Municipality of Kincardine signed by Imaginis. 5. Early Termination Either party may terminate this Agreement upon giving written notice to the other. Upon termination of this Agreement by Municipality of Kincardine or by Imaginis for cause the Municipality shall pay the fees and expenses properly incurred up to the date that notice of termination given to Imaginis. Upon receipt by Imaginis of all sums properly owing from the Municipality, Imaginis shall immediately assign and transfer to the Municipality (or as the Municipality shall otherwise direct) the Canadian copyright, trademark and all ownership rights for the designs completed and approved up to that date. 6. Rights and Liabilities (a) Upon completion of the project and receipt by Imaginis of all sums properly owing from Municipality of Kincardine for the completed project, Irnaginis shall immediately assign to the Municipality (or as the Municipality shall otherwise direct) the Canadian copyright, trademark and all ownership rights for the final designs and/or trademarks chosen by the Municipality. Imaginis shall be permitted to use those final design(s) in Imaginis' promotional and publicity material following the launch of the project and services to which the project pertains. (b) For greater clarity, lmaginis shall be entitled to retain all working materials and creative concepts prepared in relation to the project. (c) Imaginis shall exercise reasonable skill and care in the performance of Imaginis' services for the Municipality. 7. No Assignment Imaginis may not transfer or assign this agreement or any of its rights or obligations hereunder. ,- Glenn R. Sutton Mayor Municipality :~incardine ßJ.', _æ -'1',- , . 8. Entire Agreement There are no covenants, representations, warranties, agreements or conditions, express or implied, collateral or otherwise, forming part of or in any way affecting this Agreement, with the exception of the representations set out by Imaginis in its proposal to the Municipality pursuant to which it was awarded this contract. In the event of an inconsistency between the terms of that proposal and the terms of this agreement, this agreement shall prevail. 9. Starting Date The starting date of the project has been agreed by the parties to be the 18th of March provided that both parties have signed this Agreement by that date. IN WITNESS WHEREOF the parties hereto have executed this agreement. Please sign below to confirm your acceptance of the scope of work, costs, terms and conditions outlined above and return by facsimile transmission Date March 12, 2004 Rosaline Graham Mu . Clerk Municipality dine -- --- - Lo··· ------ Consuelo Marano Owner