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HomeMy WebLinkAboutPSA with DesignWorks Creative for Website Management for MADCPROFESSIONAL SERVICES AGREEMENT FOR WEBSITE MANAGEMENT SERVICES FOR MERIDIAN ANTI-DRUG COALITION This PROFESSIONAL SERVICES AGREEMENT FOR WEBSITE MANAGEMENT SERVICES FOR MERIDIAN ANTI-DRUG COALITION is made this � � y of ' f 2015 ("Effective Date"), and entered into by and between the City of Meridian, a mumcipa corporation organized under the laws of the State of Idaho ("City"), and DesignWorks Creative, Inc., a general business corporation organized under the laws of the state of Idaho ("Contractor"). WHEREAS, City, by and through the Meridian Anti -Drug Coalition ("MADC"), has received a Strategic Prevention Framework State Incentive Grant ("SPF/SIG") from the Idaho Office of Drug Policy; WHEREAS, MADC has invested SPF/SIG monies in programs that seek to reduce substance abuse among youth and adults by, among other things, publicizing via website MADC's work to address substance abuse prevention, community drug education and treatment; WHEREAS, Contractor is specially trained, experienced, and competent to provide, and has agreed to provide, website management services; NOW, THEREFORE, in consideration of the mutual promises, covenants, terms and conditions hereinafter contained, the parties agree as follows: I. TERMS AND CONDITIONS A. Scope of Services. 1. Contractor shall perform and furnish to City, on behalf of MADC, services and deliverables services described in Exhibit A hereto. 2. Contractor shall provide services and work under this Agreement consistent with the SPF/SIG requirements and any other applicable standards established by applicable federal, state and city laws, ordinances, regulations and resolutions. Contractor represents and warrants that Contractor will perform all work in accordance with generally accepted industry standards and practices for the profession or professions that are used in performance of this Agreement and that are in effect at the time of performance of this Agreement. B. Consideration. 1. In the first grant year, City shall pay Contractor for services rendered in the form of a lump sum payment not to exceed four thousand eight hundred and twelve dollars ($4,812.00). 2. In subsequent grant years, City shall pay Contractor for services rendered in the form of a firm fixed amount, divided into monthly payments, through the completion and delivery of evaluation of services throughout the grant year. The amount paid by City to Contractor under this Agreement shall not exceed four thousand eight hundred and twelve dollars ($4,812.00) per year. PROFESSIONAL SERVICES AGREEMENT -WEBSITE MANAGEMENT SERVICES PAGE r Of 6 3. To receive payment, Contractor shall provide a written, itemized invoice to the Meridian Police Department certifying Contractor's completion of the specified work. Following verification of such delivery and conformance by the Meridian Police Department, City shall pay Contractor within thirty (30) days of receipt of such invoice. Contractor shall submit the final invoice to City no later than thirty (30) days after the expiration or termination of this Agreement. 4. Except as expressly provided in this Agreement, Contractor shall not be entitled to receive from City any additional consideration, compensation, salary, wages, or other type of remuneration for services rendered under this Agreement, including, but not limited to, meals, lodging, or transportation. Further, without limitation, Contractor shall not be entitled by virtue of this Agreement to consideration in the form of overtime, health insurance benefits, retirement benefits, paid holidays or other paid leaves of absence of any type or kind whatsoever. C. Time of performance. 1. This Agreement shall become effective as of the Effective Date upon execution by both parties, and shall expire on July 31, 2018, unless earlier terminated or mutually extended by separate written agreement. 2. The parties hereto acknowledge and agree that time is strictly of the essence with respect to each and every term, condition and provision hereof, 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. D. Independent contractor. In all matters pertaining to this Agreement, Contractor shall be acting as an independent contractor, and neither Contractor nor any officer, employee or agent of Contractor shall be deemed an employee or agent of City in any manner or for any purpose. Specifically, without limitation, Contractor understands, acknowledges, and agrees: 1. Contractor is free from actual and potential control by City in the provision of services under this Agreement. 2. Contractor is engaged in an independently established trade, occupation, profession, or business. 3. Contractor has the authority to hire subordinates. 4. Contractor owns and/or will provide all major items of equipment necessary to perform services under this Agreement. 5. Neither Contractor nor City shall be liable to the other for a peremptory termination of the business relationship described under this Agreement. E. Indemnification and insurance. Contractor shall indemnify and save and hold harmless City from and for any and all losses, claims, actions, judgments for damages, and/or injury to persons or property and losses and expenses and other costs including litigation costs and attorneys' fees, arising out of, resulting from, or in connection with the performance of this Agreement by Contractor and/or Contractor's officers, employs, agents, representatives and/or subcontractors and resulting in and/or attributable to personal PROFESSIONAL SERVICES AGREEMENT- WEBSITE MANAGEMENT SERVICES PAGE 2 of 6 injury, death, and/or damage and/or destruction to tangible or intangible property and not caused by or arising out of the tortious conduct of City or its employees. 2. Contractor shall not be required by this Agreement to obtain worker's compensation insurance because Contractor is acting as a sole practitioner; however, should Contractor, in the course of work related to this Agreement, employ any person, Contractor shall notify City and shall obtain Worker's Compensation Insurance in the statutory limits as required by law. C. Notices. Any and all notices, invoices, and/or reports required to be provided by either of the parties hereto, unless otherwise stated in this Agreement, shall be in writing and be deemed communicated when mailed by United States Mail, addressed as follows: Lt. Scott Colaianni DesignWorks Creative, Inc. Meridian Police Department 138 S. 5th Street 1401 E. Watertower Street Boise, Idaho 83702 Meridian, Idaho 83642 Either party may change its address for the purpose of this section by giving written notice of such change to the other in the manner herein provided. D. Attorney fees. Should any litigation be commenced between the parties hereto concerning this Agreement, the prevailing party shall be entitled, in addition to any other relief as may be granted, to court costs and reasonable attorneys' fees as determined by a Court of competent jurisdiction. This provision shall be deemed to be a separate contract between the parties and shall survive any default, termination or forfeiture of this Agreement. E. Assignment. It is expressly agreed and understood by the parties hereto, that Contractor shall not have the right to assign, transfer, hypothecate, sell, or subcontract any of Contractor's rights or obligations under this Agreement except upon the prior express written consent of City. F. Discrimination prohibited. In performing the services required hereunder, Contractor shall not unlawfully discriminate in violation of any federal, state or local law, rule or regulation against any person on the basis of race, color, religion, sex, national origin or ancestry, age or disability. G. Reports and information. At such times and in such forms as City may require, there shall be furnished to City such statements, records, reports, data and information as City may request pertaining to matters covered by this Agreement. H. Audits and inspections. At any time during normal business hours and as often as City may deem necessary, there shall be made available to City for examination all of Contractor's records with respect to all matters covered by this Agreement. Contractor shall permit City to audit, examine, and make excerpts or transcripts from such records, and to make audits of all contracts, invoices, materials, payrolls, records of personnel, PROFESSIONAL SERVICES AGREEMENT- WEBSITE MANAGEMENT SERVICES PAGE 3 Of 6 conditions of employment and other data relating to all matters covered by this Agreement. I. Publication, reproduction and use of material. No material produced in whole or in part under this Agreement shall be subject to copyright in the United States or in any other country. City shall have unrestricted authority to publish, disclose and otherwise use, in whole or in part, any reports, data or other materials prepared under this Agreement. I Compliance with laws. In performing the scope of services required hereunder, Contractor shall comply with all applicable laws, ordinances, and codes of federal, state, and local governments. K. Termination: 1. Grounds for termination of this Agreement shall include, but shall not be limited to: a. Any act or omission by Contractor and/or Contractor's officers, employees, or agents, by which Contractor fails to fulfill in a timely and proper manner Contractor's obligations under this Agreement, violates any of the covenants, agreements, and/or stipulations of this Agreement, falsifies any record or document required to be prepared under this agreement, engages in fraud, dishonesty, or any other act of misconduct in the performance of this contract. b. A determination by the Meridian City Council that termination of this Agreement is in the best interest of City. c. An act or omission by either party which breaches any term of this Agreement. d. An act of nature, loss of grant funding, or other unforeseeable event which precludes or makes impossible the performance of the terms of this Agreement by either party. e. A change in circumstances that renders the performance by either party a detriment to the public health, safety, or welfare. 2. Either party may terminate this Agreement by providing written notice of intention to terminate. Such written notice shall include a description of the breach or circumstances providing grounds for termination. A seven (7) day cure period shall commence upon mailing of the notice of intention to terminate. If, upon the expiration of such cure period, cure of the breach or circumstances providing grounds for termination has not occurred, this Agreement may be terminated upon mailing of written notice of termination. 3. In the event of any termination of this Agreement for any reason and/or by either party, all finished or unfinished documents, data, and reports prepared by Contractor under this Agreement shall become City's property, and Contractor shall be entitled to receive just and equitable compensation for any work satisfactorily completed hereunder, not to exceed the maximum amount set forth herein. 4. Notwithstanding the above or any other provision of this Agreement, Contractor shall not be relieved of liability to City for damages sustained by City by virtue of any breach of this Agreement by Contractor, and City may withhold any payments to Contractor for the purposes of set-off until such time as the exact amount of damages PROFESSIONAL SERVICES AGREEMENT- WEBSITE MANAGEMENT SERVICES PAGE 4 of 6 due City from Contractor is determined. This provision shall survive the termination of this agreement and shall not relieve Contractor of liability to City for damages. L. Construction and severability. If any part of this Agreement is held to be invalid or unenforceable, such holding will not affect the validity or enforceability of any other part of this Agreement so long as the remainder of the Agreement is reasonably capable of completion. M. Advice of attorney. Each party warrants and represents that in executing this Agreement, it has received independent legal advice from its respective attorney and/or has received the opportunity to seek such advice. N. Non -waiver. Failure of either party to promptly enforce the strict performance of any term of this Agreement shall not constitute a waiver or relinquishment of any party's right to thereafter enforce such term, and any right or remedy hereunder may be asserted at any time after the governing body of either party becomes entitled to the benefit thereof, notwithstanding delay in enforcement. O. Entire agreement. This Agreement contains the entire agreement of the parties and supersedes any and all other agreements or understandings, oral of written, whether previous to the execution hereof or contemporaneous herewith. P. Applicable law. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Idaho. Q. Non -Appropriation. Contractor acknowledges that City is a governmental entity, and the validity of this Agreement is based upon the availability of public funding under the authority of its statutory mandate. In the event of termination for non -appropriation of funds, Contractor shall be paid fees and expenses earned up to the date of such termination. R. Approval required. This Agreement shall not become effective or binding until approved by the governing body of City. CONTRA¢ BY: lly Mitc ell CIT AF-ME32ID c.��tdi"TEDAU��rT t s oma, n � Cityof Tammy d� Wird, Mayor onxo iaycee Aman, City Clerk CL// SE y, IhI I ).E AS�A�yny PROFESSIONAL SERVICES AGREHMENT— WEBSITE MANAGEMENT SERVICES PAGE 5 Of 6 EXHIBIT A SCOPE OF SERVICES PROFESSIONAL SERVICES AGREEMENT— WEBSITE MANAGEMENT SERVICES PAGE 6 of 6 B 138 S 5th St, Boise, ID 83702 �� �� Phone 208-344-0024 krmoey,rore wnsono.srynwora,, k[. www.DesignWorksCreative.com April 23, 2015 Kendall Nagy <knagy@meridiancity.org> Lieutenant Scott Colaianni <scolaianni@meridiancity.org> MADC C57ttdTUC v2o Project: Web site Hosting: Wordpress Business Web Hosting ($9.99/month currently on sale 50%off - 1 year prepay min.) $120.00 GoDaddy Business Managed Wordpress Web Hosting. We can setup and bill you, or we could tie this to your credit card and you would be responsible for renewing and paying. Project: Web site design and development: $3,000.00 Hosting setup, existing (http://meridianmadc.org) Domain to be pointed (or transferred) to new Hosting DNS/ Design/Production/Posting/Testing of new Wordpress based site. Number of pages or sections similar to existing site with refinements. Project: Web site Maintenance: Month-to-month option: Time spent/time billed $75/hr Per above stated estimate approval we will: • Begin work upon receipt of 1/3 down retainer ($1,000,00) for website design and development, with the remaining balance ($2,000.00) due at completion of final website posting. • Provide instructions for setting up Wordpress Hosting on MADC end for billing/payment to be controlled by MADC, or set up the hosting and bill MADC for 1 year prepayment and bill renewing fees each year or longer (depending upon hosting prepayment term chosen). Note: the longer the term paid for the better per month price cost. Also, costs for hosting are constantly changing and going on and off sale price. The above estimate was based on cost when initial estimate was provided at the beginning of April. I think it may have gone down in cost since then. • After initial site is posted, refined and approved, any further updates to the site will be billed at $75/hr. Depending upon amount of time spent on updates, we can bill monthly or every other month. Please let me know if you have any questions or need anything else. Kelly Mitchell 208-344-0024 1 kelly@designworkscreative.com