HomeMy WebLinkAboutAgreement for echnical Support Services with Empire Computer ConsultingAGREEMENT FOR TECffiyICAL SUPPORT SERVICES
This agreement (the "Agreement") is entered into and effective as of June 7.2000, by and between
Empire Technologies Inc. DBA Empire Computer Consulting ("Empire Computer Consulting.") and the
City of Meridian ("Customer").
The parties hereto agree as follows:
ARTICLE 1-SERVICES
1.1 Customer hereby retains Empire Computer Consulting to provide, or cause to be provided,
individual(s) to perform support services ("Services") for Customer as described below:
Such services shall be provided both offsite and at Customer's location(s) at City of Meridian
33 E. Idaho Ave Meridian, ID from 8 am to p.m. Monday through Friday (excluding
holidays). Any Services performed outside of the foregoing hours shall be performed at such times as
maybe mutually agreed to incompliance with all applicable federal and state wage laws.
1.2 Additional Services requested by Customer may result in additional charges, which shall be mutually
agreed to prior to performance of such additional Services.
1.3 Empire Computer Consulting or any Technician (as defined below) may refuse to perform any services
requested by Customer that are in violation of any applicable law or other obligation or which are not
typically associated with the Services specified herein or to be provided hereunder.
1.4 Scope of Services:
I. Objectives - Develop a Web Site to be used by the City of Meridian
II. Functionality -The Web Site will have the following characteristics:
A. General City
a. City wide news and events which will use Microsoft Active Server Pages
(ASP) technology to enable Meridian City Employees to add, delete, edit,
and archive pertinent news via a browser.
b. Real time web calendar of events based on Microsoft Exchange server, with
the ability to be updated via a web interface with appropriate security
clearance.
c. City leaders with photos.
d. City directory that is searchable byname and department, and is user
maintainable.
e. Demographics (i.e. Population, Size, Growth etc.)
f. Frequently asked questions (FAQs)
g. Links
h. Ability to search site with keywords.
B. Per Department
a. Dept description/fimction
b. Department news and events which will use Microsoft Active Server Pages
(ASP) technology to enable a department employee to add, delete, edit and
archive pertinent city news via a browser
c. Contact information that is searchable byname and title, and is user
maintainable.
d. Frequently asked questions (FAQs)
e. Links
f. Downloadable forms (i.e. job application, park reservation, permit request)
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C. Special Projects
a. Accounting -summary budget updated to web from locally stored files
b. Building Department -facilities maps integrated into web page from the
current city mapping system.
c. City Clerks - Provide a link to Meridian City Code at Sterling Codifiers if
available. Include ability to search, download and print meeting minutes,
agendas, and action summaries.
d. Parks -Include online maps to city parks. Transfer the activity and
recreation guides to the web for online viewing. Build an online virtual tour
with a 360° panoramic view of a city park of the customer's choice.
e. Personnel -Provide for the personnel department the ability to add, delete
and edit job listings. Provide job candidates the ability to search for a job
online and download and print all application forms to apply for open
positions.
f. Planning and Zoning -Integration of the city's comprehensive plan and
zoning maps.
g. Utilities billing -rate notification
h. Install and configure Microsoft Exchange Server and up to 50 PC's with
access to the server.
IV. Assumptions -Empire Computer Consulting assumes the following:
A. City of Meridian owns the domain and has a host for said domain.
B. City of Meridian agrees to make available personnel, with both time and skills
required to assist Empire Computer Consulting in said web development.
A. The web site will be designed with the assumption the viewer is using a frames
supported web browser.
B. Eire Computer Consulting provides no warranties as to the accuracy or future
availability of external sites linked to the proposed City of Meridian site.
C. Java code maybe specific to Microsoft Internet Explorer, however this code will be
aesthetic only and will not impede with the readability of functionality of the site in
Netscape Communicator.
D. Empire Computer Consulting is not responsible for the support of any multi-media
events, which may include but are not limited to avi's, quick time movies, wave files
and mpeg's.
V. Responsibilities
A. Customer Responsibilities
1. Customer is responsible for providing Empire Computer Consulting
with all images and text to be used on the website.
2. This text will be in the form of "hard copies" suitable for scanning and
uploading to the web, or electronically formatted documents in
Microsoft Word or Excel.
3. Customer is responsible for any and all responses to the web site. This
includes but is not limited to any questions involving the use of copy
written material.
4. City of Meridian has rights to copy and or otherwise reproduce any and
all content, which is to be placed on said Web Site.
5. City of Meridian shall be solely responsible for processing and filling
any customer orders generated at the Web Site, if any, and for handling
any customer inquiries and/or complaints arising there from.
B. Empire Computer Consulting Responsibilities
1. Empire Compute Consulting assumes the responsibility for developing
and uploading the web site based on the criteria outlined in section 1.4.
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2. Empire Computer Consulting warrants that all Services to be provided
under this Agreement shall be performed with reasonable care and
diligence and in accordance with good workmanship.
VI. Project Timeline
A. Customer's development timeline is estimated at 8 weeks from the date Empire
Computer Consulting receives this signed agreement, images and text to populate the
web site. This maybe affected by such factors as personnel availability, changes in
scope, etc.
B. The project will be considered complete at such time that all objectives in section 1.4
are met, or no later then August 7, 2000, whichever occurs first.
ARTICLE 2 -CONSIDERATION
2.1 In consideration of Empire Computer Consulting performance of the Services, Customer shall pay
Empire Computer Consulting a $40.00 per hour rate with a the total amount not to exceed twelve
thousand dollars ($12,000) for Services performed within the scope as defined in section 1.4, excluding
reasonable and necessary travel or other out of pocket expenses. If Customer requests services in
addition to those set forth in section 1.4 above, Client shall pay additional fees to Empire Computer
Consulting Provider as follows:
Each additional design or programming hour .............. $ 80.00 per hour
2.2 Empire Computer Consulting shall provide Customer, promptly following the end of each calendar
month (or portion thereto, with an invoice specifying the number of hours of Services provided to
Customer during such month (or portion thereto and rates applicable thereto. Customer shall pay the
amounts specified in such invoice within thirty (30) days after the date thereof.
2.3 Customer agrees to accept as correct the invoices provided by Empire Computer Consulting unless
Customer notifies Empire Computer Consulting in writing within ten (10) business days of any item
specified in such invoice which Customer disputes in good faith.
2.4 Customer agrees to pay, and Empire Computer Consulting will invoice Customer for any reasonable
and necessary travel or other out-of-pocket expenses incurred by any Technician in connection with
performing Services hereunder.
2.5 Customer agrees to pay any sale, use, excise or similar taxes applicable to the Services performed
hereunder.
2.6 In exchange for the cooperative pricing Customer agrees to allow Empire Computer Consulting to use
the Customer as a reference for current and potential customers and be allowed to maintain links from
the Web Site to our web page and an email account. Additionally, we request that the City agree to
employ Empire Computer Consulting as its sole web development vendor for the term of one year,
following the completion of the initial site, at our current software development rates.
ARTICLE 3 -TERM
3.1 The term of this Agreement shall commence on June 7, 2000 and shall terminate on
August 7, 2000 (the "Termination Date"), provided that this Agreement maybe terminate by
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Empire Computer Consulting upon writtexi notice in the event of any material breach by Customer of its
obligations under this Agreement, if such breach is not cured within ten (10) days after receipt of
written notice from Empire Computer Consulting
3.2 If customer fails to timely pay any invoice, Er~ire Computer Consulting may consider such failure to
be a material breach of this Agreement and may cease providing Services hereunder until appropriate
payment is received or terminate this Agreement as provided in Section 3.1.
3.3 By written notice prior to the Termination Date, Customer may request an extension of this Agreement
for an additional term, under the same terms and conditions set forth herein; provided that Empire
Cor~uter Consulting shall have the right to propose revised pricing for the renewal period. Such
revised pricing (if any) shall be presented to Customer for approval promptly following Customer's
request. If Customer rejects Empire Computer Consulting's proposed pricing for any extension hereof,
this Agreement shall automatically terminate on the Termination Date provided in Section 3.1 of this
Agreement.
ARTICLE 4 -RELATIONSHIP OF THE PARTIES
4.1 For the purposes of this Agreement, "Technicians" shall refer to those Empire Computer Consulting
employees or third party technicians engaged by Er~ire Cor~uter Consulting providing Services for
Customer.
4.2. At all times during the term if this Agreement, Empire Computer Consulting and all Technicians are,
and shall at all times be, independent contractors with respect to Customer. Nothing contained in this
Agreement shall be construed to create any partnership, joint venture, agency or similar relationship
between customer and Empire Cor~uter Consulting or any Technician. Customer and Empire
Computer Consulting agree that Empire Computer Consulting and Technicians are free to provide on-
site technical support or other similar services to others during the term of this Agreement. Er~ire
Computer Consulting and Technicians shall use their own discretion in performing the tasks assigned
or requested by Customer.
4.3 Empire Computer Consulting will provide Customer with Technicians in accordance with Empire
Computer Consulting's understanding of Customer's technical requirements subject, however, to
Customer's right to reject any unsatisfactory Technician and to availability (including, without
limitation, absences of Technicians resulting from incapacity, illness, vacation or similar occurrences)
If any Technician is rejected by Customer, Empire Computer Consulting will use reasonable efforts to
furnish to Customer a suitable replacement Technician.
4.4 Empire Computer Consulting acknowledges and agrees that neither Empire Computer Consulting nor
any Technician will be eligible for any of Customer's employee benefit programs.
ARTICLE 5 -EMPIRE COMPUTER CONSULTING'S OBLIGATIONS
5.1 Empire Computer Consulting shall at all times during the term of this Agreement comply with all
applicable laws, statues, regulations, ordinances and directives of governmental authorities in the
performance of Services hereunder.
5.2 Empire Computer Consulting shall report and pay, or cause to be reported and paid, in a timely manner,
(I) all wages, salary, health and welfare benefits, social security, unemployment and workers'
compensation and state disability insurance, if any, to which the Technicians are entitled, and (ii) all
applicable federal, state and local employment taxes required to be withheld or paid with respect to all
compensation paid to the Technicians.
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5.3 Empire Computer Consulting shall maintain, or cause to be maintained, appropriate worker's
compensation and other insurance for Technicians, as required by applicable law.
ARTICLE 6 -CUSTOMER'S OBLIGATIONS
6.1 Customer shall provide, at its cost and expense, appropriate facilities for Technicians to perform the
Services. Customer shall promptly report to Empire Computer Consulting any accidents or injuries
involving any Technicians.
6.2 Customer shall comply, and shall ensure that all facilities comply, with all applicable laws, statues,
regulations, ordinances and directives of governmental authorities applicable to Customer and the
Technicians in the performance of Services hereunder, including, without limitations those regulating to
health and safety.
6.3 Customer shall not pay any direct or indirect compensation to any Technician performing Services
hereunder.
6.4 CUSTOMER AGREES THAT IT SHALL BE SOLELY RESPONSIBLE FOR ANY DATA OR
INFORMATION STORED IN OR ON ANY EQUIPMENT UPON WHICH THE SERVICES
ARE PERFORMED, AND THAT TT SHALL BE SOLELY RESPONSIBLE FOR MAIIQNG
ABACK-UP"' OR SECURITY COPIES OF SUCH DATA OR INFORMATION.
ARTICLE 7 -PERFORMANCE STANDARDS
7.1 Empire Computer Consulting warrants that all Services to be provided under this Agreement shall be
performed with reasonable caze and diligence and in accordance with good workmanship.
7.2 EMPIRE COMPUTER CONSULTING EXPRESSLY DISCLAIMS ALL OTHER
WARRANTIES, EXPRESS OR IMPLIED, BY STATUE OR OTHERWISE, INCLUDING ANY
WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE
WITH RESPECT TO ANY SERVICES RENDERED HEREUNDER.
ARTICLE 8 -OWNERSHIP OF INVENTIONS
8.1 Customer agrees that all inventions, ideas or process developed or conceived by Empire Computer
Consulting or any Technician in connection with the performance or Services hereunder shall be the sole
property of Empire Computer Consulting and shall not be deemed a ''work made for hire". Customer
shall be solely responsible for the content of the Web Site
ARTICLE 9 -CONFIDENTIALITY
Empire Computer Consulting and Customer shall use reasonable efforts to protect all information
relating to the business and affairs of the other party that is identified in writing as being confidential and
that maybe acquired in connection with Empire Computer Consulting performance of Services
hereunder (collectively, "confidential Information"). During the term of this Agreement and for a period
of one (1) year following the expiration or termination hereof, neither Empire Computer Consulting nor
Customer will, without the prior written consent of the other party, disclose in any manner to any third
party any Confidential Information.
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9.2 Confidential Information shall not include any information which: (I) is known to the receiving party at
the time of disclosure to the receiving party by the disclosing party; (ii) has become publicly known
through no wrongful act of the receiving party; (iii) has been rightfully received by the receiving party
from a third party; (iv) has been independently developed by the receiving party; or (v) is required to be
disclosed by the receiving party pursuant to a requirement of law, regulation or legal process.
ARTICLE 10 -NON-SOLICITATION AND NON-EMPLOYMENT OF TECHI~TICIAN5
10.1 Without the prior written consent Empire Computer Consulting., Customer shall not employ, attempt
to employ or solicit for employment, directly or indirectly, any Technician performing Services for
Customer. This prohibition will remain in effect to each Technician for a period of one (1) year after
the date of which such Technician last rendered Services to Customer. Should Customer violate this
provision, Customer shall pay to Empire Computer Consulting, as liquidated damages amount equal to
the annual salary paid by Empire Computer Consulting to such Technicians plus any costs or expenses
(including reasonable attorney's fees) incurred by Empire Computer Consulting enforcing this
provision.
ARTICLE 11-INDEMNIFICATION
11.1 Subject to section 13.1 below, Empire Computer Consulting hereby agrees to indemnify and defend
Customer, its subsidiaries and affiliates, and their respective officers, directors, shareholders,
employees, representatives and agents (collectively the "Customer Indemnities"), from and against,
and hold the Customer Indemnities ham~less from, any and all third party claims, suits, liabilities,
losses, damages, costs and expenses (including, without limitation, attorneys' tees and costs and
expenses incurred in investigation, defense or settlement) (collectively, "Actions"), .asserted against or
incurred by the Customer Indemnities, to the extent such Actions arise out of or result from (1) any
material breach of Articles 5 or 9 of this Agreement by Empire Computer Consulting, and (ii) Empire
Computer Consulting's failure to comply with any applicable law, statute, regulation, ordinance or
directive of any governmental authority.
11.2 Customer hereby agrees to indemnify and defend Empire Computer Consulting., its subsidiaries and
affiliates, and their respective officers, directors, shareholders, employees, representatives and agents
(collectively, the "Empire Computer Consulting Indemnities''), from and against, and hold the
Empire Computer Consulting Indemnities harmless from, any and all third party Actions asserted
against or incurred by the Empire Computer Consulting Indemnities, to the extent such Actions arise
out of or result from (1) any material breach of this Agreement by Customer, (v) any acts, omissions,
misrepresentations by or negligence of Customer or any of Customer's employees, agents or
contractors, (iii) any injury or illness, including death, of any Technician, or the loss of or
damage to any property of any Technician, occurring on Customer's premises or otherwise in the
performance of Empire Computer Consulting's obligations under this Agreement (other than as a
result of Empire Computer Consulting's gross negligence or willful misconduct), (iv) any actions by
Customer that usurp Empire Computer Consulting's status as employer of any Technician, and (v)
Customer's failure to comply with any applicable law, statute, regulation, ordinance or directive of any
governmental authority.
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ARTICLE 12-INSURANCE
12.1 G~stomer shall obtain and maintain throughout the term of this Agreement: (n comprehensive general
liability insurance covering operations liability, completed operations and personal injury with limits
not less than $ 1,000,000 combined single limit of liability and (ii) comprehensive automobile liability
insurance covering all owned, hired or non owned vehicles, with limits no less than $ 1,000,000
combined single limit of liability for automobile bodily injury, personal liability and automobile
property damage. All such assurance shall be carried with insurers reasonably satisfactory to Empire
Computer Consulting and licensed to do business in each state in which Services are performed.
ARTICLE 13 -MISCELLANEOUS
13.1 Limitation of Liability- No Consequential Damages. Notwithstanding any other provision of this
Agreement to the contrary, Empire Computer Consulting's total liability to Customer under this
Agreement for any losses, claims, costs or damages arising out of any cause whatsoever, whether at
law, in equity or otherwise, shall in no event exceed the total amount actually paid by Customer to
Empire Computer Consulting its respect of Services performed by Empire Computer Consulting
hereunder. IN NO EVENT SHALL EMPIRE COMPUTER CONSULTING BE LIABLE TO
CUSTOMER FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL. OR
PUNITIVE DAMAGES INCLUDING WITHOUT LIlVIITATION, LOS5 OF STORED
MEMORY OR DATA OR LOSS OF PROFITS, REVENUES OR GOODWILL, EVEN IF IT
HAS BEEN ADVISED OF THE POSSIBILITY THEREOF.
13.2 Assignment. This Agreement is not assignable by Customer or Empire Computer Consulting without
prior written consent of the other party
13.3 DISPUTE RESOLUTION. PRIOR TO INITIATING ANY LEGAL REMEDY WITH
RESPECT TO ANY ALLEGED BREACH OR OTHER MATTER ARISING UNDER THIS
AGREEMENT, THE PARTIES AGREE TO PARTICIPATE INNON-BINDING
ARBITRATION, SUCH ARBITRATION SHALL TAKE PLACE IN BOISE, IDAHO AND
SHALL BE CONDUCTED PURSUANT TO THE LOCAL RULES OF THE AMERICAN
ARBITRATION ASSOCIATION.
13.4 Amendment. This Agreement may not be added to, modified, superseded or otherwise altered except
by a written instrument signed by all parties hereto.
13.5 Parties In Interest- No Third Party Beneficiaries. Except as otherwise provided herein, this Agreement
shall inure to the benefit of and be binding upon the respective successors and assigns of the parties
hereto. This Agreement will not be deemed to confer any rights or remedies upon any Technician or
any other person not a party hereto.
13.6 Entire Agreement. This Agreement and agreements contemplated hereby constitute the entire
agreement of the parties regarding the subject matter hereof, and supersede all prior agreements and
understandings, both written and oral, among the parties, or any of them, with respect to the subject
matter hereof.
13.7 Severability. If any provision of this Agreement is held to be illegal, invalid or unenforceable, such
provision will be fully severable and this Agreement will be construed and enforced as if such illegal,
Confidential Page 7 6/7/2000
invalid or unenforceable provision had never comprised a part hereof; and the remaining provisions
hereof will remain in full force and effect and will not be affected by the illegal, invalid or
unenforceable provision or by its severance. Furthermore, in lieu of such illegal, invalid or
unenforceable provision, there will be added automatically as part of, this Agreement a provision as
similar in its terms to such illegal, invalid or unenforceable provision as maybe possible and be legal,
valid and enforceable.
13.8Waiver. The waiver by a party hereto of any default hereunder will not be deemed to be a waiver of
subsequent defaults of the same or different kind. The failure of any party to act not in and of itself be
construed as a waiver.
13.9 Improper Payments. With respect to any transaction arising from this Agreement, the parties agree not
to make any illegal offer or make, or commit to the making of, a transfer of anything of value (in the
form of compensation, gift, contribution or otherwise) to any employee, representative, person or
organization in any way connected with the other party or any customer of the other party. Nothing in
this section is intended to prevent ordinary and reasonable business entertainment or gifts not of
substantial value, customary in local business relationships and not violative of applicable law.
13.10 Governing Law. This Agreement will be governed by and construed in accordance with the
substantive laws of the State of Idaho.
13.11 CaQtions. The captions in this Agreement aze for convenience of reference only and will not limit or
otherwise affect any of the terms or provisions hereof.
13.12 Number. When the context requires, the number of all words includes the singular and plural
13.13 Reference to Agreement use of the words "herein," "hereof," "hereto" and the like in this Agreement
refer to this Agreement as a whole and not to any particular Paragraph or provision of this
Agreement, unless otherwise noted.
13.14 Notice. Any notice or communication hereunder or in any agreement entered into in communication
with the transaction contemplated hereby must be m writing and given by depositing the same in the
United States mail, addressed to the party to be notified postage prepaid and registered or certified
with return receipt requested, or by delivering the same in person. Such notice will be deemed
received on the date on which it is hand delivered or on the third business day following the date on
which it is so mailed. For purposes of notice, the addresses of the parties will be:
If to Empire Technologies Inc. DBA Empire Computer Consulting
Troy Wheeler
Empire Computer Consulting
301 S. Lodestone
Meridian, ID 83642
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If to Customer:
Attention: Mayor Come
City of Meridian
33 E. Idaho
Meridian, ID 83642
Any party may change its address for notice by written notice given to the other party in accordance with
this section.
13.15 Survival of Terms. The provisions of Articles 9, 10, 11 and 13 of this Agreement shall survive
termination or expiration of this Agreement.
13.16 Counterparts. This Agreement may be executed in multiple counterparts, each of which will be
deemed an original, and all of which together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement by them duly
authorized representatives, as of the date first set forth above.
Empire Tech~c~lp~ies Inc. DBA Empire Computer Consulting
Its:.
Customer
~~
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