HomeMy WebLinkAboutProfessional Services Agreement with RIA Fox, Inc. for Online and Mobile Business Directory ApplicationPROFESSIONAL SERVICES AGREEMENT FOR DEVELOPMENT OF
ONLINE AND MOBILE BUSINESS DIRECTORY APPLICATION
This PROFESSIONAL SERVICES AGREEMENT FOR DEVELOPMENT OF ONLINE AND
MOBILE BUSIT~ESS DIRECTORY APPLICATION ("Agreement") is made this day of
September, 2011("Effective Date"), by and between the City of Meridian, a municipal corporation
organized under the laws of the State of Idaho ("City") and RIA Fox, Inc., a corporation organized
under the laws of the State of Idaho ("Developer"). City and Developer may hereinafter be collectively
referred to as "Parties."
V~VHEREAS, the Economic Development Division seeks innovative strategies to empower and
strengthen a diverse business community in Meridian that is built for business and designed for living,
and to that end wishes to engage Developer to create an online Meridian business directory application;
and
WHEREAS, RIA Fox specializes in building rich Internet applications for web browsers,
desktop environments, and mobile devices, promoting accessibility from multiple locations and
enabling fast, high~quality operations,
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.
Developer shall create and deliver to City a basis for a business directory application that can be
accessed from desktop browser as well as Internet-enabled mobile devices, as described in Exhibit
A hereto ("Application").
II. COMPENSATION.
A. Total compensation. City shall make total payment to Developer for services rendered
pursuant to this Agreement in the total amount of five thousand dollars ($5,000.00). This
amount shall constitute full compensation for any and all services, costs, and expenses related
to this Agreement.
B. Method of payment.
1. Upon delivery of Application design, Developer shall provide acompleted W-9 farm to
City and an invoice in the amount of two thousand five hundred dollars ($2,500,00), which
amount shall represent prepayment of half of the total amount due under this Agreement.
City shall make such prepayment to Developer within seven (7) days of receipt of the
completed w•9 form and invoice.
2. Upon City's Final Acceptance of the Application, Developer shall provide City with an
invoice in the amount of two thousand f ve hundred dollars ($2,500.00). City shall make
PROFESSIONAL SERVICES AGREEMENT -- RIA FOX FOR ECONQMIC DEVELOPMENT PAGE 1 of 10
such payment to Developer within thirty (30) days of receipt of the invoice. "City's Final
Acceptance" shall occur upon:
a. Developer's completion and delivery of the final Application to City; and
b. City's review and approval of the completed Application or within seven (7) days of
delivery, whichever occurs sooner. The seven-day timeframe described herein maybe
tolled only by City's submission to Developer of written nofice of complaint,
dissatisfaction, or dispute in the manner set forth herein. If no such written notice is
submitted within seven (7) days of delivery, the balance due shall be due and payable
without set-off.
C. No taxes withheld. Developer shall provide City with a completed W-9 form. City shall not
withhold any federal or state income taxes or Social Security tax from any payment made by
City to Developer under the terms and condifions of this Agreement. Payment of all taxes and
other assessments on such sums shall be the sole responsibility of Developer.
III. TIME OF PERFORMANCE.
A. Deadline. Developer shall deliver the final Application to City no later than 5:00 p.m. on
Monday, September 26, 2011.
B. Time of the essence. Developer 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.
IV. CREATION. INTEGRITY, AND OwNERSRIP OF VIDEO PIECE.
A. Intellectual property rights. Developer warrants and represents that the Application
developed in connection with this Agreement has never before been authored, conceived, made,
devised, created, developed, published, or copied and that Developer is the sole creator and
owner of all rights in the Application and the design and all components thereof. Developer
agrees to relinquish and assign to City any and all rights, title, and interest to the Application
developed in connection with this Agreement, and hereby expressly waives any rights to the
Application, including any right, title and interest in and to the software, code, writings, logos,
concepts, improvements and all derivatives thereof, whether or not patentable, copyrightable, or
subject to other forms of protection, authored, conceived, made, devised, created, or developed
by Developer, in whole or in part, either solely or jointly with others. All code generated by the
Developer shall be committed directly to City's SVN repository. Developer warrants and
represents that Developer is the sole author of and owner of the copyright and other intellectual
property rights in and to the Application assigned hereby. Upon Final Acceptance of the
Application, Developer shall not make any claim to the copyright of the Application.
B. Ownership. Upon City's Final Acceptance, the Application shall be owned by City.
PROFESSIONAL SERVICES AGREEMENT - RIA FOX POR ECONOMIC DEVELOPMENT PACE 2 OP t 0
C. Subcontracting or assignment of obligations. Developer shall not subcontract or assign any
of its obligations under this Agreement that require or that may require its professional
expertise or skills. Developer may subcontract or assign obligations that do not require its
professional expertise or skills. Any subcontractor or assignee shall be bound by all the terms
and conditions of this Agreement.
V. INDEMNIFICATION, WAIVER. AND INSURANCE.
A. Indemnification. Developer shall indemnify, save, and hold harmless the City and any and all
of its employees, agents, volunteers, and/or elected officials from any and all losses, claims, and
judgments for damages or injury to persons or property, and from any and all losses and
expenses caused or incurred by Developer, its servants, agents, employees, guests, and/or
business invitees while on City's premises or while fulfilling Developer's obligations under this
Agreement. Developer specifically, without limitation, agrees to indemnify, defend, and hold
City, its officers, elected officials, appointees, agents, directors, members, and employees
harmless from and against any claims related to the Application or to this Agreement,
including, but not limited to, a claim that the Application infringes any copyright, patent,
trademark, or other intellectual property right.
B. Waiver. Developer waives any and all claims and recourse against 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 Developer's performance of this Agreement, whether such
loss or damage maybe attributable to known or unknown conditions, except for liability arising
out of concurrent or sole negligence of City or its officers, agents or employees.
C. Worker's Compensation insurance. Developer shall obtain and shall maintain, at its own
expense, from the Effective Date of this Agreement through City's Final Acceptance of the
Application, workers' compensation insurance, in an amount required by law, to cover any and
all persons employed by Developer.
D. Other insurance Developer's responsibility. City shall not provide insurance to cover loss,
theft, or damage of Developer's property or to cover any activity undertaken by Developer in
the furtherance of Developer's rights or obligatons described herein. Insurance Developer's
person, property, or interests and/or that of Developer's employees or agents shall be the sole
responsibility of Developer. Developer shall obtain all necessary insurance as maybe required
in order to protect Developer's insurable interests for its rights and obligations described within
this Agreement, including, but not limited to, liability insurance, automobile insurance,
worker's compensation insurance, and/or insurance of the Application or any component
thereof.
VI. TERMINATION.
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
PROFESSIONAL SERVICES AGREEMENT-R[A FOX FOR ECONOMIC DEVELOPMENT PAGE 3 of 10
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.
1. Default by City. In the event of termination for non-performance or default by City, City
shall compensate Developer for work actually completed by Developer prior to the date of
written notice of termination and any additional services actually performed prior to the date
of written notice of termination, less payments of compensation previously made, not to
exceed the total amount of compensation allowed hereunder.
2. Default by Developer. In the event of termination for non-performance or default by
Developer, all finished and unfinished source code and/or any and all other work products
prepared and submitted or prepared for submission under this Agreement shall, at City's
option, become its property. Notwithstanding this provision, Developer shall not be
relieved of any liability for damages sustained by City attributable to Developer's breach of
this Agreement. City may reasonably withhold payments due until such time as the exact
amount of damages due to City from Developer 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. Relationship of Parties. It is the express intention of Parties that Developer is an independent
contractor and not an employee, agent, joint venturer, or partner of City. Nothing in this
Agreement shall be interpreted or construed as creating or establishing the relationship of
employer and employee between Developer and City or between Developer and any official,
agent, or employee of City. Both parties acknowledge that Developer is not an employee of
City. Developer shall retain the right to perform services for others during the term of this
Agreement.
B.. Compliance with law. Throughout the course of this Agreement, Developer shall comply with
any and all applicable federal, state, and local laws.
C. Non-discrimination. Throughout the course of this Agreement, Developer shall not
discriminate against any person as to race, creed, religion, sex, age, national origin, sexual
orientation or any physical, mental, or sensory handicap.
D. Entire Agreement. This Agreement constitutes the entire understanding between the Parties.
This Agreement supersedes any and all statements, promises, or inducements made by either
PROFESSIONAL SERVICES AGREEMENT - R1A FOX FOR ECONOMIC DEVELOPMENT PAGE 4 of 10
party, or 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.
E. 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 awarded.
F. 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.
G. 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.
H. 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.
I. 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.
J. 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:
Developer:
I2IA Fox, Inc.
Ben Whitaker, President
712 E. Washakie Street
Meridian, Idaho 83646
(208)321-4140
ben@riafox.com
C
City of Meridian
Attn: Brenda Sherwood
33 E. Broadway Avenue
Meridian, Idaho 83642
(208)846-7313
bsherwood@meridiancity.org
Either party may change its address for the purpose of this paragraph by giving written notice of
such change in the manner herein provided.
K. Exhibits. All exhibits to this Agreement are incorporated by reference and made a part of
hereof as if the exhibits were set forth in their entirety herein.
L. City Council approval required. The validity of this Agreement shall be expressly
conditioned upon City Council action approving the Agreement. Execution of this Agreement
PROFESSIONAL SERVICES AGREEMENT-RIA FOX FOR ECONOMIC DEVELOPMENT PAGE 5 OP 10
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.
' ~O
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day
of September, 2011.
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PROFESSIONAL SERVICES AGREEMENT - RIA FOB FOR ECONOMIC DEVELOPMENT PAGE b Of 10
ExxiBIT A
DEVELOPER'S STATEMENT OF WORK
PROFESSIONAL SERVICES AGREEMENT - R1A FOX FOR ECONOMIC DEVELOPMENT PAGE ~ Of 10
RIA Fox Inc.
~~~~ info@riafox.wm
(208) 321-4140 office
(866) 618-6478 fax
Statement of Work: City Business Directory
Project: Business Directory App Phase I
Price: $5,000.00
Time Frame: 35 Business Days
About RIA Fox
RIA Fox Inc. ("Developer') specializes in Rich Internet Applications and offers over a decade of
experience in the industry, providing the capability to deliver complex data applications in a simple and
current user experience.
Project Description
Developer will establish a basic foundation for creating a centralized business directory that can be
browsed and navigated by registered users and the general public using current Internet browsers for
desktop computers and web enabled mobile devices, which can be used to expand the features to
offer value to Meridian businesses. Both user interfaces will mimic the style and branding found on
www. meridiancity.org.
Quality of Work
Quality of Work shall be defined as a finished product that meets the coding, database, and all other
standards and specifications set forth herein, is reasonably bug free. The Developer warrants that all
members of the development team involved in this project have experience in working with the
language and platform designated for the Application. Each member of the development team will
follow the designated coding and database standards appropriate for the project and designated or
approved by City. Internal iteration reviews will be held daily to ensure that each iteration is developed
in an adequate time frame and that any impediments to the progress of the project are discovered as
soon as possible. Each iteration will also be presented for review to City to verify that the user
experience, data handling and performance is to satisfaction.
Specific requirements established by City to ensure Quality of Work include:
1. All code is written in C# based on a .NET 3.5 app pool on IIS 7.5.
2. All database connectivity uses and is compatible with SQL SERVER 2008 R2.
3. Final product runs bug-free on a 64 bit system.
4. All code is committed to the City's SVN repository.
5. All code adheres to the Coding and Database Standards provided by the City.
Services
Developer agrees to provide the following services as needed to complete the project:
Consultation
• System architecture
Programming
Server setup and maintenance
• Prototyping
• Graphic design
Data management
^ Quality assurance testing and debugging
Online project management tools to allow City and Developer staff to view, comment and generate
reports on milestones, tasks, discussions, files and code commitments
PROFESSIONAL SERVICES AGREEMENT-RIA FOX POR ECONOMIC DEVELOPMENT PAGE $ Of 10
City Resources
City agrees to provide the following resources as needed to complete the project:
1. Website hosting for live deployment
2. Current Coding Standards for active environment
3. SVN access for repository commits
4. Participation and feedback for user story creation and Application design
5. Software and database standards
6. Subversion access
Deployment Environments
The development environment will be maintained and hosted by Developer on a shared environment
that resembles the environment specifications provided by City. Live Environment will be started on a
shared environment until instruction is received from City to migrate the application to a server
provided by City.
User Profiles /Roles
The website component of the Application will be made to accommodate different users with the
following roles:
1. User: A member of the public utilizing the Application.
2. City Staff: A City staff member who has been given privileges to manage aCity-side component
3. Business Profile Manager: A business representative that has been given administrative privileges
Website Features
The following features are to be included in the release:
1. User information: first name, last name, email address, password, role
2. City information: name, description, locations, contacts, phone, email, creator, website, social
media page(s), tags
3. Business information: name, description, type of business, hours of operation, location(s), address,
address2, city, state, zip, email, phone, phone2, phone3, square footage, and number of
employees
4. UserToOrganization: user, organization, role
5. LocationToOrganization: location, organization
The following functionality will be provided according to the approved website layout and data
requirements:
1. User Registration: This feature will collect the email address and password for an individual
accessing the site. The user will also need to agree to the terms and policies of the site.
2. User Login: This will allow a User to login.
3. Business Directory Browsing: This view will show a navigable grid with the registered businesses
listed. Clicking on an individual business will take the user to the Business Profile Page.
4. Business Directory Search
5. Dynamic Grid View of Businesses: When a User types into the search input field the grid results
will change based on the entered text to filter the results.
6. City Departments Directory: User will see a list of city departments (possibly in same grid format as
business directory)
7. Create Business Profile: A logged in User will be able to create a business profile. The info
collected will include: Company Name (required), Description, Phone, Email address, Website
address, square footage, and number of employees
8. Manage Business Profile: A logged in Business Profile Manager will be able to edit his existing
business data, tags, and Add/Remove Business Profile Managers
9. Manage Business Locations: A Profile Manager will also be able to Add/Remove locations
PROFESSIONAL SERVICES AGREEMENT-RIA FOX FOR ECONOMIC DEVELOPMENT PAGE 9 OP 10
10. Business Profile Page: Here the User will see the specific data for a business including the name,
type of business, address of location(s), phone number, hours of operation, GIS coordinates,
website, and contact information.
11. Map link: User will be able to highlight a location to load a Google map view of the location(s).
12. Business Directory Export: City Staff will be able to export CSV file of data set
13. Manage Staff Members: Business Profile Managers will be able to add, edit, and remove staff
members listed.
14. Manage Departments: Business Profile Managers will be able to add, edit, remove departments
Website Layouts
The website will be 960px wide. There will be four layouts provided to cover the pages of the site for
the home page, default page, data grids and business profile. Two design revisions will be available
for these layouts.
Mobile Features
The mobile version will be built to accommodate a wide range of screen sizes and phones. The idea is
to create a web mobile friendly version so that statistics can be gathered on device usage and features
to help better determine future development and direction.
The following features are to be included in the release:
1. User information: first name, last name, email address, password, role
2. City information: name, description, locations, contacts, phone, email, creator, website, social
media page(s), tags
3. Organization/business information: name, description, type of business, hours of operation,
location(s), address, address2, city, state, zip, email, phone, phone2, phone3, square footage, and
number of employees
4. UserToOrganization: user, organization, role
5. LocationToOrganization: location, organization
The following functionality will be provided according to the approved Mobile Layout and Data
requirements:
1. Business Directory Browsing: This will be a simplified version of the website-formatted Business
Directory Browsing, to allow the User to browse the directory on a small screen.
2. Business Directory Search
3. City Departments Directory Browsing: This will be a simplified version of the website-formatted City
Departments Directory Browsing, to allow the User to browse the directory on a small screen.
4. Business Info Page: Here the User will see the specific data for a business including the name,
type of business, address of location(s), phone number, hours of operation, GIS coordinates,
website, and contact information.
5. Map Link: User will be able to highlight a location to load a Google map view of the location(s).
Mobile Layouts
The mobile website will be built to be scalable to best accommodate the following screen sizes:
• 128 x 160 pixels
• 176 x 220 pixels
• 240 x 320 pixels
• 320 x 480 pixels
There will also be two layouts for the Business Directory Browsing and Business Directory Search, as
well as the Business Info Page. Two design revisions will be available for these layouts.
PROFESSIONAL SERVICES AGREEMENT-RIA FOX FOA ECONOMIC DEVELOPMENT PAGE 10 of 10