HomeMy WebLinkAboutProfessional Service Agreement with Fuel3 for Web Design ServicesAGREEMENT
FOR
PROFESSIONAL SERVICES
WEB DESIGN by FUELS
THIS AGREEMENT FOR PROFESSIONAL SERVICES is made this 15th
day of April 2009, and entered into by and between the City of Meridian, a municipal
corporation organized under the laws of the State of Idaho, hereinafter referred to as
"CITY", 33 East Idaho Avenue, Meridian, Idaho 83642, and Fuel3. hereinafter referred
to as CONSULTANT", whose business address is 3023 E. Copper Point Dr.. Ste 108s
Meridian, ID 83642..
INTRODUCTION
Whereas, the City has a need for services involving WEB DESIGN
SERVICES; and
WHEREAS, the Consultant is specially trained, experienced and
competent to perform and has agreed to provide such services;
NOW, THEREFORE, in consideration of the mutual promises, covenants,
terms and conditions hereinafter contained, the parties agree as follows:
TERMS AND CONDITIONS
1. Scope of Services;
1.1 CONSULTANT shall perform and furnish to the City upon execution
of this Agreement all services, and comply in all respects, as specified iri
the document titled "Scope of Services° a copy of which is attached hereto
as Exhibit "A" and incorporated herein by this reference, together with any
amendments that may be agreed to in writing by the parties.
1.2 All documents, drawings and written work product prepared or
produced by the Consultant under this Agreement, including without
(imitation electronic data files, are the property of the Consultant; provided
however, the City shall have the right to reproduce, publish and use all
such work, or any part thereof, in any manner and for any purposes
whatsoever and to authorize others to do so. If any such work is
FUELS WEB DESIGN - page 1 of 8
copyrightable, the Consultant may copyright the same, except that, as to
any work which is copyrighted by the Consultant, the City reserves a
royalty-free, non-exclusive, and irrevocable license to reproduce, publish
and use such work, or any part thereof, and to authorize others to do so
for internal purposes only.
1.3 The Consultant shall provide services and work under this
Agreement consistent with the requirements and standards established by
applicable federal, state and city laws, ordinances, regulations and
resolutions. The Consultant represents and warrants that it will perform
it's 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. Except for that representation and any representations made
or contained in any proposal submitted by the Consultant and any reports
or opinions prepared or issued as part of the work performed by the
Consultant under this Agreement, Consultant makes no other warranties,
either express or implied, as part of this Agreement.
2, Consideration
2.1 The Consultan# shall be compensated on a Lump Sum basis as
provided in Exhibit A "Scope of Services" attached hereto and by
reference made a part hereof.
2.2 The City will pay within 30 days of receipt of a correct invoice and
approval by the City. The City will not withhold any Federal or State
income taxes or Social Security Tax from any payment made by City to
Consultant under the terms and conditions of this Agreement. Payment of
all taxes and other assessments on such sums is the sole responsibility of
Consultant.
2.3 Except as expressly provided in this Agreement, Consultant shall
not be entitled to no receive from the 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, transportation, drawings, renderings or mockups. Specifically,
Consultant 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.
FUEL3 WEB DESIGN - page 2 of 8
3. Ind®pendent Contractor:
3.1 In all matters pertaining to this agreement, CONSULTANT shall be
acting as an independent contractor, and neither CONSULTANT nor any
officer, employee or agent of CONSULTANT will be deemed an
employee of CITY. Except as expressly provided in Exhibit A, Consultant
has no authority or responsibility to exercise any rights or power vested in
the City. The selection and designation of the personnel of the CITY in
the performance of this agreement shall be made by the CITY.
3.2 Consultant shall determine the method, details and means of
pertorming the work and services to be provided by Consultant under this
Agreement. Consultant shall be responsible to City only for the
requirements and results specified in this Agreement and, except as
expressly provided in this Agreement, shall not be subjected to City's
control with respect to the physical action or activities of Consultant in
fulfillment of this Agreement.
4. Ind®mnification:
CONSULTANT shall indemnify and save and hold harmless CITY from
and for any and all losses, claims, actions, judgments for damages, or
injury to persons or property and losses and expenses and other casts
including litigation costs and attorney's fees, arising out of, resulting from,
or in connection with the performance of this Agreement by the
CONSULTANT, its servants, agents, officers, employees, guests, and
business invitees, and not caused by or arising out of the tortuous conduct
of CITY or its employees
5. Notices: Any and all notices required to be given by either of the parties
hereto, unless otherwrise stated in this agreement, shall be in writing and be
deemed communicated when mailed in the United States mail, certified,
return receipt requested, addressed as follows:
City of Meridian
Purchasing Agent
33 E. Idaho Avenue
Meridian, Idaho 83642
Fuel 3.
Attn: Jason Hamilton
ADDRESS 3023 E. Copper Point Dr., Ste 108
ADDRESS Meridian. ID 83642
FUEL3 WEB DESIGN - page 3 of 8
Either party may change their address for the purpose of this paragraph
by giving written notice of such change to the other in the manner herein
provided.
6. Assignment: It is expressly agreed and understood by the parties
hereto, that CONSULTANT shall not have the right to assign, transfer,
hypothecate or sell any of its rights under this Agreement except upon the
prior express written consent of CITY.
7. Discrimination Prohibited: In performing the Services required herein,
CONSULTANT 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.
8. Complianc® with Laws: In performing the scope of services required
hereunder, CONSULTANT shall comply with all applicable laws,
ordinances, and codes of Federal, State, and local governments.
9. Changes: The CITY may, from time to time, request changes in the
Scope of Services to be performed hereunder. Such changes, including
any increase or decrease in the amount of CONSULTANTS
compensation, which are mutually agreed upon by and between the CITY
and CONSULTANT, shall be incorporated in written amendments to this
Agreement.
10. Termination: If, through any cause, CONSULTANT, its officers,
employees, or agents fails to fulfill in a timely and proper manner its
obligations under this Agreement, violates any of the covenants,
agreements, 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, or if the City Council determines that termination of this
Agreement is in the best interest of CITY, the CITY shall thereupon have
the right to terminate this Agreement by giving written notice to
CONSULTANT of such termination and specifying the effective date
thereof at least fifteen (15) days before the effective date of such
termination. CONSULTANT may terminate this agreement at any time by
giving at least sixty (60) days notice to CITY.
11. Advice of Attorney: Each party warrants and represents that in
executing this Agreement. It has received independent legal advice from
it's attorney's or the opportunity to seek such advice.
FUELS WEB DESIGN - page 4 of 8
12. Entire Agr®ement; 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.
13. Applicable Law: This Agreement shall be governed by and construed
and enforced in accordance with the laws of the State of Idaho, and the
ordinances of the City of Meridian.
14. Approval Required: This Agreement shall not become effective or
binding until approved by the City of Meridian.
CITY OF MERIDIAN FUEL3
TAMMY de WEERD, MAYOR BY: Jason Hamilto , ice President .
Approved ~ t~ C t1t~C~t '4der i.~... .. &°~' ~d..,,..®.~6,.r...~.rs N-- -°'~ 1
KEI ! [ d '6 VSRT9 ate, 1~9,dR d 6b°9~liti@0.7 0`4~~NT
®ated: ` f ~ ®t~
Approved as to Form
CITY ATTORNEY
TITLE:
Dated:
FUEL3 WEB DESIGN - page 5 of 8
Attachment A
SCPE OF SERVICES
Project Overview
• Design a page layout, look and feel to be used throughout the site.
• Design the navigation scheme.
• Two additional pages may need to be designed depending on the navigation scheme.
• Incorporate content in the form of teat, photographs and images provided by Meridian City
into the website.
• Incorporate video and social media tools into the Iayout.Scoae of Work
This scope of work includes the design of three web site concepts for Meridian City as well
as CSS and HTML coding. Once a design is chosen Fuel3 will design additional intemal
pages that are required.
Design: After the investigation meeting Fuel3 will create three Home Page web concepts
for you to choose from (the City may elect to have modifications of one of the three designs
at this point). Once a design is chosen, Fuel3 will begin designing any additional internal
pages. Customized Graphic design can be altered at hourly rate after deliverable
acceptance is signed. Testing will be done to guarantee browser compatibility with the last
2 versions of Internet Explorer and Netscape/Mozilla on both the Macintosh and Windows
Platforms.
Construction: The City of Meridian will be using Ektron Content Management System and
will develop the site internally.
Schedule
This schedule defines the major tasks to be completed during the life of the project.
Individual tasks may be added, deleted or moved as required to meet the demands of the
design. The elapsed times are estimates and may vary depending on changes, customer
submissions, and third-party service providers.
Phase 1 (Week of 4/20)
• Information gathering and strategy meeting
• Proposal review
• Contract signing
FUEL3 WEB DESIGN _ page 6 of 8
Phas®2 {4/27- 5/9)
• Design of site theme {three versions), look and feel, template selection, Fonts etc.
• Design navigation scheme
• Client review and selection
• Revisions and finalization of site map, site layout, and final preparations for construction
• Client review and approval
• Progress payment
• Testing will be done to guarantee browser compatibility with the last 2 versions of Internet
Explorer and Netscape/Mozilla on both the Macintosh and Windows Platforms.
Phase 3 (511 Q-5/15)
• HTML and CCS Coding
Phase 4 (5112-5/22)
• Transfer of web design file to City of Meridian
Citv Resaonsibilities
• City will supply an electronic copy of their logo and photos to be used on the site.
• City will supply all website conten#.
• City is responsible for integration of Fuel3's design and HTML with the Content
Management System.
FUEL3 WEB DESIGN - page 7 of 8
Attachment B
MILESTONE /PAYMENT SCHEDULE
Fuel3 eaite Design
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FUEL3 WEB DESIGN - page 8 of 8