Loading...
HomeMy WebLinkAboutProfessional Service Agreement with Craig Hoyt for Website Design and Development Services for Mayor's Anti-Drug CoalitionPROFESSIONAL SERVICES AGREEMENT with CRAIG HOYT for WEBSITE DESIGN AND DEVELOPMENT SERVICES This PROFESSIONAL SERVICES AGREEMENT with CRAIG HOYT for BS DESIGN AND DEVELOPMENT SERVICES ("Agreement") is made this 12~-'` day o 10 ("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 Craig Hoyt, an individual person whose address is 761 S. Tennyson Way, Boise, Idaho ("Contractor"). MADC and Contractor 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 Contractor to design and develop an MADC website that will promote organizational sustainability and accessibility; 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. Contractor shall design, develop, and deliver to MADC a complete, fully functional, attractive, organized, and interactive website that will promote MADC; provide information to the public regarding MADC's objectives, activities, meetings, accomplishments, and contact information; and provide resources for individuals and communities seeking to address substance abuse issues and effects. II. COMPENSATION. A. Total compensation. 'The total payment to Contractor for all services rendered hereunder shall be two thousand five hundred dollars ($2,500.00). This amount shall constitute full compensation for any and all services, costs, and expenses related to this Agreement. B. Method of payment. Contractor shall provide MADC with invoices for services and/or deliverables provided, which MADC 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 Contractor under the terms and conditions of this Agreement. Payment of all taxes and other assessments on such sums shall be the sole responsibility of Contractor. C. Payment schedule. Contractor shall be paid five hundred dollars ($500.00) upon Contractor's completion of each Phase as described below. PROFESSIONAL SERVICES AGREEMENT -CRAIG HOYT FOR MADC PAGE 1 Of 6 III. TIME OF PERFORMANCE. A. Phase 1. By 5:00 p.m. on Friday, June 4, 2010, Contractor shall complete the following tasks: 1. Design, layout and preparation 2. Review existing website 3. Review comparable websites 4. Design creative concepts 5. Design full sitemap 6. Design site pages and site features 7. Review graphic versions 8. Prepare final design B. Phase 2. By 5:00 p.m. on Friday, August 27, 2010, Contractor shall complete the following tasks: 1. Develop data and content 2. Gather, generate, and integrate content for information pages 3. Review content drafts 4. Finalize all website content 5. Integrate necessary user data into system 6. Complete programming of site functionality C. Phase 3. By 5:00 p.m. on Friday, September 10, 2010, Contractor shall complete the following tasks: 1. Quality Assurance Testing 2. Upload site files to web server 3. Compatibility testing 4. Fine tuning of website 5. Make website available to public D. Phase 4. By 5:00 p.m. on Wednesday, September 15, 2010, Contractor shall complete the following tasks: 1. Basic Site Optimization 2. Keyword research 3. Meta tag integration (titles, description, key words) E. Phase 5/final deadline. By 5:00 p.m. on Wednesday, September 15, 2010, Contractor shall complete all services and shall deliver to MADC all deliverables enumerated in Section I of this Agreement. This deadline may be changed only by written agreement of the Parties. F. Time of the essence. Contractor 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. PROFESSIONAL SERVICES AGREEMENT -CRAIG HOYT FOR MADC PAGE 2 Of 6 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 Contractor 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 designed and/or created by Contractor for MADC shall be the property of MADC upon delivery of same to MADC, and shall not be used by Contractor in any other project or context without written permission of MADC B. Limited edition. Contractor warrants and represents that the design, text, and graphics created pursuant to this Agreement have never heretofore been used, created, published, or copied and that Contractor is the sole creator of such materials, their components, and the design and creation thereof, inclusive. C. Subcontracting or assignment of obligations. Contractor 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. Contractor 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. Contractor shall obtain the approval of MADC prior to the release or distribution of any text, graphic, information, or other MADC website content. MADC shall timely provide review and, as appropriate, provide to Contractor MADC's approval or feedback regarding same prior to the release or distribution thereof. Following MADC's review and approval, Contractor shall not be held responsible for inaccurate information or content on MADC's website. V. INDEMNIFICATION, WAIVERS AND INSURANCE. A. Indemnification. Contractor shall indemnify, save, and hold harmless the City and any and all of its employees, agents, volunteers, and/or elected officials from any and ali losses, claims, and judgments for damages or injury to persons or property, and from any and all losses and expenses caused or incurred by Contractor, its servants, agents, employees, guests, and/or business invitees while on MADC's and/or City's premises or while fulfilling Contractor's obligations under this Agreement. B. Waiver. Contractor 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 Contractor'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 -CRAIG HOYT FOR MADC PAGE 3 of 6 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. Default by MADC. In the event of termination for non-performance or default by MADC, MADC shall compensate Contractor for work actually completed by Contractor 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 any payments of compensation previously made, not to exceed the total amount of compensation allowed hereunder. 2. Default by Contractor. In the event of termination for non-performance or default by Contractor, all finished and unfmished 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, Contractor shall not be relieved of any liability for damages sustained by MADC attributable to Contractor's breach of this Agreement. MADC may reasonably withhold any payment due until such time as the exact amount of damages due to MADC from Contractor 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. Contractor does not guarantee public response to the deliverables described herein; nor is Contractor responsible for the actions or performance of service providers including but not limited to those related to MADC's or any third parry's website or server. B. Relationship of Parties. It is the express intention of Parties that Contractor 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 interpreted or construed as creating or establishing the relationship of employer and employee between Contractor and MADC or City or between Contractor and any official, agent, or employee of MADC or City. PROFESSIONAL SERVICES AGREEMENT -CRAIG HOYT FOR MADC PAGE 4 Of f) Both parties acknowledge that Contractor is not an employee of MADC or City. Contractor 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, Contractor shall comply with any and all applicable federal, state, and local laws. D. Non-discrimination. Throughout the course of this Agreement, Contractor 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 awazded. 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 singulaz 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. 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: PROFESSIONAL SERVICES AGREEMENT -CRAIG HOYT FOR MADC PAGE 5 of 6 Contractor: MADC: Craig Hoyt City of Meridian 761 S. Tennyson Way Attn: Elisha Figueroa, MADC Boise, Idaho 83709 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 .A~, 2010. OGE-o b~ CONTRACTOR: STATE OF Idaho ) ss: County of ~ ) I HEREBY CERTIFY that on this ~~tay of , Craig H 2010, before the undersigned, a Notary Public in the State of Idaho, personally appeared Craig Hoyt, known to me to be the person who executed the said instrument, and acknowledged to me that he executed the same. ••0`'~4,P;;.E : ~;;~0 ~~'•., ~' , . IN WITNESS WHEREOF, I have hereunto set my hand and affixed , •~ ~ ' my official seal, the day and year in this certificate first above written. ; $ ;' ~yOTAR 1- . *~ ~.~ :yt •%,,`~~9~.,••••~,.••~O••.••• ~ ' Notary Public for Idaho r •••,~ 6 OF 1pPo•` ~'"~~~~~~~'•'~ f~ ,Idaho Residing at /72'~1iyfl My Commission Expires: d MADC: ---°°°' Tammy de,% erd, Mayor \ ~~,\y '~~ t~lERip~~''%. City of Meridian '~ ~ -9 ' , ,, ~ ti , ' ~°~ rF ,' o AI, _ Attest: = 9~ ~`~ 4 Jaycee lman, City Clerk = y~ SST s~ ,'` ~~~ :,~~' '9 1 `OP \\`\~~ '~%,, ~ovN-rY ~ ,,~~~ PROFESSIONAL SERVICES AGREEMENT -CRAIG HOYT FO~t` ' ~ I~„tt PAGE 6 Of fi