HomeMy WebLinkAboutAgr 2005-08-17 (Forest Jones)
AGREEMENT FOR PROFESSIONAL SERVICES -
WEBSITE REDESIGN
THIS AGREEMENT, made and entered this \ 7 day of A.UGuST , 2005, by and between the
TOWN OF TIBURON, a political subdivision of the State of Cali fomi a, hereinafter called "Town,"
and FOREST JONES hereinafter referred to as "Consultant,'"
RECIT ALS
A. The Town maintains a world wide web site, located at http://www.ci.tiburon.ca.us. The
Town wishes to redesign its web site to optimize its usefulness to Town staff and residents
and to enhance the ease of navigation between different portions of the website.
B. The Consultant has submitted a proposal for Web Development and Design, attached as
Exhibit A. Therefore, the parties wish to contract for the Consultant to provide the services
described in Section 1, below ("Services"), in accordance with all applicable State
requirements.
AGREEMENT
1. Scope of Consultant Services. Consultant shall redesign the Town's website and perform
the other tasks described in Exhibit A. Exhibit A is attached hereto and, except as expressly
specified by this Agreement, is incorporated herein by reference. The following sections are
not incorporated into this Agreement: Paragraphs 24, 25, 30 and 31.
2. Compensation. Town agrees to pay Consultant as set forth in Exhibit A.
3. Standard of Work: Indemnitv.
A. Consultant shall perform the services in a skillful and professional manner
compatible with the usual, customary standard of Consultant's profession.
Consultant shall indemnify, defend and hold Town harmless from and against
claims, liabilities, suits, loss, cost, expense and damages to the extent caused by a
negligent act or omission of Consultant's in the performance of the Services
pursuant to this Agreement.
B. The Town is responsible for the content of materials that it submits for publication.
The Town will not submit any material for publication that, ifpublished, the Town
might reasonably expect to lead to an abusive or unethical use of the Web Hosting
Service, the Host Server or the Consultant. Abusive or unethical uses included,
without limitation, pornography, obscenity, nudity, violation of privacy, computer
viruses, harassment, or any illegal activity. In the event that any information that the
Town submits for publication could lead to any abusive or unethical use, Consultant
shall immediately so advise the Town.
Web Page redesign, 8-3-05.DOC
C. Consultant will not publish information over the Internet that is reasonably likely to
be used by another party to harm another. Consultant will not develop a
pornography or otherwise unethical web site for Town.
4. Consultant as Independent Contractor. Consultant (including its agents and employees) is
not an agent or employee of the Town but is an independent contractor not subject to the
direction and control of the Town. .Without limiting the foregoing, Consultant shall
maintain complete control of its operations and personnel and shall be solely liable and
responsible to pay all required salaries, wages, expenses, taxes and other obligations,
including, but not limited to, withholding and SoCial Security.
5. Attendance at Hearings. If requested by the Town Director of Administrative Services,
Consultant shall appear at Councilor other hearings that pertain to the Services. Consultant
shall be compensated at the rate of$75.00 per hour for such appearances.
6. Audit of Books and Records. Town may, in its sole discretion, undertake an independent
audit and/or evaluation of the Consultant's records and accounts of expenditures and
program activities at its own expense. Consultant shall furnish all items necessary in the
Town's discretion to complete said audit and/or evaluation subject to restrictions on
confidentiality limited to expenditure or receipt of program funds, and program quality.
7. Insurance. Consultant shall maintain insurance as set forth below. Town shall be added as
an additional insured to all required insurance policies. The limits set forth below are not
intended to operate as a limit to Consultant's liability under Sections 3 and 4 of this
Agreement.
A. Comprehensive General Liability: Combined single limit of $1,000,000 for each
single occurrence and $2,000,000 annual aggregate.
B. Comprehensive Automobile Liability: (1) For bodily injury, $100,000 per person
and $300,000 per accident; and (2) for damage to property, $50,000.
8. Ownership of Documents: Re-Use: Indemnity. For the purpose of this Agreement,
"Documents" shall include text copy, graphics, code, disks, diskettes, CDs, and other
written or electronic communications or data. All Documents, including drawings and
specifications prepared by Consultant pursuant to this Agreement shall be the property
of Town. Town acknowledges that said Documents are prepared for use only in
connection with the Project described in Exhibit A. Consultant makes no representation
that said Documents are suitable for re-use on any other project or on any expansion of
the Project. Any such re-use by Town without specific written approval by Consultant
shall be at Town's sole risk. Town shall indemnify and hold Consultant harmless from
all claims, losses, damages and expenses, including attorneys fees, that may arise from
Town's unauthorized re-use of said Documents for another project or for any expansion
of the Project.
Web Page redesign, 8-3-05.DOC
2
9. Stop Work Order. Town may at any time, by written notice to Consultant ("Stop Work
Order"), require Consultant to stop or suspend performance of the Services, in whole or in
part, for a period of up to ninety days after such notice is delivered to Consultant. Upon
receipt of the Stop Work Order, Consultant shall immediately comply therewith and take all
reasonable steps to minimize the incurrence of costs allocable to the Services covered by the
Stop Work Order during the period of work stoppage. Within ninety days of the delivery of
the Stop Work Order, or such later time as may be agreed to by the parties, Town shall
either cancel the Stop Work Order or terminate this Agreement as provided in Paragraph 13.
Consultant shall resume work upon the cancellation of the Stop Work Order. To the extent
that the Stop Work Order results in'a documentable increase in the cost of performing the
Services or the time required for such performance, Consultant shall receive an equitable
adjustment in compensation or an extension of time for performance, as appropriate.
10. Delinquencv. In the event that a proper invoice remains unpaid for more than 45 days after
submittal, Consultant may commence to charge interest of the unpaid amounts at the lesser
of 1.5% per month or the maximum rate allowed under applicable usury laws. In addition,
Consultant may suspend the performance of the Services after giving Town 10 days notice
of its intent to do so. In the event of such suspension, the Base Fee shall be increased to
include Consultant's reasonable costs of suspending and restarting the Services.
11. Termination of Contract. It is expressly understood that either party shall have the right to
terminate this agreement within five (5) days written notice to the other party. In such
event, Consultant shall deliver to the Town copies of all finished and unfinished surveys,
studies, documents, computer disks, and/or reports pertaining to the contract, and
Consultant shall be entitled to receive just and equitable compensation equal to her hourly
rate of$75/hour for any satisfactory work completed as determined by the Town.
12. Discrimination. In the performance of the terms of this Agreement, Consultant shall not
engage in nor permit others he may employ to engage in discrimination in the employment
of such persons based on race, color, religion, sex, sexual preference, age, or handicapped
conditions.
13. Miscellaneous.
A. Other Contract Provisions. To the extent that there are any inconsistencies with
prior correspondence between the parties and the provisions of this Agreement, the
latter shall prevail.
B. Governing Law: venue. The laws of the State of California shall govern this
Agreement. In the event that a dispute arises under this agreement, Marin County
shall be the proper venue for any judicial resolution of said dispute.
C. Severability. If any provision of this Agreement is found to be invalid or
unenforceable, the validity and enforceability of the remaining portions shall not be
Web Page redesign, 8-3-05.DOC
i
affected unless the effect thereofwould materially change the economic burden on
either party.
D. Successors in Interest: Assignment. This Agreement shall be binding on the assigns
and successors in interest to both parties. Neither party may assign their obligations
under this Agreement without the written consent of the other party.
E. Entire Agreement Amendment. This Agreement represents the entire Agreement
between the l?arties. This Agreement may only be amended in writing.
IN WITNESS WHEREOF the parties hereto have caused their duly authorized representatives to
execute this Agreement the day and year above written.
CONSULTANT
TO
TIBURON
,
-l~
F rest Jones
APPROVED AS TO FORM:
~~~.
Ann R. Danforth, Town Attorney
Web Page redesign, 8-3-05.DOC
4
interactivejones.com
Web Development and Design Contract
Developer: Forest Jones
Fax: 415-435-2438
Authorized Representative of the Client: I Chad Monterichard
Address: Town of Tiburon
1505 Tiburon Blvd.
City: I Tiburon
I State: I CA
Zip Code: I 94920
Email address:cmonterichard(cj}ci.tiburon.ca.us
Present URL: www.cLtiburon.ca.us. www.townoftiburon.ora
Terms of Agreement
1. Authorization
The above named client is engaging Forest Jones as an independent contractor for the
specific purpose of developing and/or improving a World Wide Web site to be installed on
the c1ient~s web space located on a server the client provides.
Hereafter, the client will be known as the "Client" and Forest Jones will be known as the
"Developer. "
The Client will or has established a separate contract with an ISP for hosting, or the
Developer will establish one for the client. The Client hereby authorizes the Developer to
access this account, and authorizes the Host Provider to provide the Developer with "write
permission" for the Client's web page directory, cgi-bin directory, and any other directories
or programs that need to be accessed for this project.
2. Domain Registration
The Developer will secure a domain name (hUo:/ /www.c1ientdomainname.com) for the
Client at the Client's request, if one has not already been secured. All charges incurred in
doing so will be billed to the Client as an addition to the base price contemplated by this
agreement. These are Internic, and are not a source of income for the Developer.
If the Client already has a domain name, the Developer will coordinate redirecting the
address to the new host. Should the Client desire a specific domain name, which is already
owned by another party, and negotiations for said domain name must be undertaken by the
Developer, additional charges may apply. The Client will be contacted in advance before any
negotiations of th~ undertaken or charges are incurred.
Developer's Initials~ Page: 1 Customer's Initials:1
12775 SW Faircrest St. · Portland, OR . 97225
971-409-6068 · http://www.interactivejones.com
interactivejones.com
3.' Training
The Developer will provide email and telephone assistance to the Client's designated
representatives regardtng management of the Client's web site. Sometimes, however,
training for groups on-site at the Client's place of business is desired. If this is desired, the
charges incurred by the Client for training and the details of what will be provided will be
negotiated separately.
4. Base Package
. This agreement contemplates standard branding web pages with layout, graphic creation,
Macromedia Flash, and JavaScript included in the base contract.
5. Text
The Client should supply all text copy to appear on the web site. 500 words per page
approximate standard if not supplied via diskette. Conversion of web pages of more than
1,200 words of text may be subject to additional fees for increased formatting time.
6. Cross Browser Compatibility
Our agreement contemplates the creation of a web site viewable by both Netscape
Navigator 4.0 and Microsoft Internet Explorer 4.0. Compatibility is defined herein as all
critical elements of each page being viewable in both browsers. Client is aware that some
advanced techniques on the Internet, however, may require a more recent browser version
and brand or plug-in. Client is also aware that as new browser versions of Internet Explorer
and Netscape are developed, the new browser versions may not b~ backward compatible. In
the absence of a Maintenance Agreement time spent to redesign a site for compatibility due
to the introduction of a new browser version will be separately negotiated and in addition to
the base price of ou r ag reement.
7. Graphic Creation
It is anticipated that the Developer will create, capture or receive from the Client all the
graphic elements necessary to complete the Client's web site. This includes creating
ancillary images, animated graphics and banner advertisements. This also includes scanning
services as listed below.
8. Photography
Photographic retouching of images is included in this agreement. If more than 10 images
need to be retouched the charge for each will be $5.00 after the 10-image allowance has
been reached.
9. Scanning
This agreement contemplates scanning up to 10 images for the Client. If more than 10
images need to be scanned, the charge for each will be $5.00 after the 10-image allowance
has been reached.
Developer's Initialsj ~ I Page: 2 Customer's Initials:1
12775 SW Faircrest St. . Portland, OR · 97225
971-409-6068 · http://www.interactivejones.com
i nteractivejones.com
10. Java Applets
This agreement does not contemplate the use of Java Applets. Clients are encouraged to not
use Java Applets, as many viewers on America Online will be served an error when trying to
view the page. Java Applets may also crash older computers on download and download
times for some viewers can be excessive.
11. CGI / Perl / PHP / MySQL
This contract does not contemplate the use of CGI or Perl/PHP scripting technologies. If the
Client requests a specific script and it must be programmed by the Developer at the Client's
request, the charge for the script, if any, will be billed back to the Client.
12. Macromedia Flash
Development of Macromedia Flash is included in this contract.
13. DHTML
Our base agreement does not contemplate using DHTML technology. However~ as with
Macromedia Flash this is always an option for the Client. If DHTML technology is desired by
the Client, the rate to program each DHTML page will be $75.00/hour. The Client
understands that DHTML technology may not work in older browsers and some DHTML
technology is not cross-browser specific.
14. Real Audio/Video
Our base agreement does not contemplate using Real Audio or Real Video on the Client's
site. If chosen, however, the charges for such will be bifled.
15. QuickTime / QuickTime VR
Our agreement does not contemplate using QuickTime or QuickTime VR technology on the
Client's web site. This is however an option for the Ctient. If chosen, the charges for such
will be billed.
16. Databases
This agreement does not include a provision for the creation of a database unless
specifically listed. If the Client's site requires a database the charges for ,such will be billed.
17. Payment Terms / Work Flow
Base package total for all work proposed in this agreement equal to $5,000.00. A minimum
deposit of $2,500.00 is required to commence work. All regular work outside the scope of
the base package defined in this agreement will be billed to the Client at an hourly rate of
$75.00. .
Once the deposit of $2,500 [500/0 of base package total] is received by the Developer basic
site design conce~t online for the Client's viewing and approval. Communication
Developer's Initials~ Page: 3 Customer's Initials:1 I
12775 SW Faircrest St. · Portland, OR · 97225
971-409-6068 · http://www.interactivejones.com
i nteractivejones.com
between the Developer and the Client is crucial during this phase to ensure that the
ultimate publication will match the Client's taste and needs. Upon completion of this stage,
the Client will be asked to confirm acceptance for the basic site design via email or by
signing a printed copy of the design. Once this acceptance is received from the Client, the
work necessary to complete the project will begin.
Clients should regularly view updates to the site and express their preferences or dislikes to
the Developer. Upon completion of the web site, an email or letter and invoice will be sent
to the Client advising the Client that the work has been completed. Final payment of the
remaining balance plus any additional charges incurred will be due within fourteen (14)
business days after delivery of this email or letter and invoice. If payment is not made
within fourteen (14) days of notification, simple interest will accrue on the balance owed at
a rate of 180/0 from the date the payment was due.
Developer reserves the right to remove all web content from the Internet if payment is not
made within thirty (30) days after delivery of the completion notification. If a payment delay
is anticipated, please contact the. Developer to discuss potential problems in advance.
18. Maintenance Agreements
Maintenance Agreements are negotiated on a Client-by-Client basis, as each Client will have
differing needs. First year maintenance is included in the base package. Developer offers a
maintenance agreement on years beyond the first in which the customer pays on an "as
needed" hourly basis, with the fee being $75.00/hour.
19. Third Party or Client Page Modification
Some Clients will desire to independently edit or update their web pages after completion of
the site as a way to control costs and avoid the expense of a Maintenance Agreement. This
is always an option for Clients of the Developer.
Note, however, that if the Client or an agent of the Client other than the Developer attempts
to update the web site and damages the design or impairs the ability for the web pages to
display or function properly, time to repair the web pages will be assessed at an hourly rate
of $75.00. There is a one-hour minimum.
20. CD Burning
The Developer will burn one copy of the Client's web site into a CD at the Client's request
upon completion of the site.
21. Search Engine Registration
The Developer will optimize the Client's web site with appropriate titles, keywords,
descriptions and text and can thereafter submit the Client's web site to some of the major
search engines and directories such as Yahoo.
22. Add itional Expenses
Developer's Initialsj ~ I Page: 4 Customer's Initials:1
12775 SW Faircrest St. · Portland, OR . 97225
971-409-6068 . http://www.interactivejones.com
i nteractivejones.com
Client agrees to reimburse the Developer for any critical Client requested expenses
necessary for the completion of the project. Examples would be:
. Purchase of specific fonts at the Client's request
. Purchase of specific photography at the Client's request
. Purchase of specific software at the Client's request
23. Copyrights and Trademarks
The Client represents to the Developer and unconditionally guarantees that any elements of
text, graphics, photos, designs, trademarks, or other artwork furnished to the Developer for
inclusion in the Client's web site are owned by the Client, or that-the Client has permission
from the rightful owner to use each of these elements, and will hold harmless, protect, and
defend the Developer and its subcontractors from any claim or suit arising from the use of
such elements furnished by the Client.
24. Limited Liability
Client agrees that any material submitted for publication will not contain anything leading to
an abusive or unethical use of the Web Hosting Service, the Host Server or the Developer.
Abusive and unethical materials and uses include, but are not limited to, pornography,
obscenity, nudity, violations of privacy, computer viruses, harassment, any illegal activity ,
spamming advocacy of an i1lega.1 activity, and any infringement policy.
Client hereby agrees to indemnify and hold harmless the Developer from any claim resulting
from the Client's publication of material or use of those materials.
It is also understood that the Developer will not publish information over the Internet, which
may be used by another party to harm another. The Developer will also not develop a
pornography or otherwise unethical web site for the Client. The Developer reserves the right
to determine what is and is not unethical content.
25. Indemnification
Client agrees that it shall defend, indemnify, save and hold the Developer harmless from
any and all demands, liabilities, losses, costs and claims, including reasonable attorney's
fees associated with the Developer's development of the Client's web site. This includes
Liabilities asserted against the Developer, its subcontractors, its agents, its clients,
servants, officers and employees, that may arise or result from any service provided or
performed or agreed to be performed orany product sold by the Client, its agents,
employees or assigns.
Client also agrees to defend, indemnify and hold harmless the Developer against Liabilities
arising out of any injury to person or property caused by any products or services sold or
otherwise distributed over the Client's web site. This includes infringing upon on the
proprietary rights of a third party, copyright infringement, and delivering any defective
product or misinformation which is detrimental to another person, organization, or business.
26. Ownership of Web Pages and Graphics
Copyright to the finished assembled work of web pages produced by the Developer and
graphics shall be vested with the Client upon final payment for the project. This ownership
is to include design, photos, graphics, source code, work-up files, text, and any program(s)
specifically designed or purchased on behalf of the Client for completion of this project.
27. Design credit~
Developer's Initials1 Page: 5 Customer's Initials:1
12775 SW Faircrest St. · Portland, OR . 97225
971-409-6068 · http://www.interactivejones.com
interactivejones.com
Client agrees that the Developer may put a byline on the bottom of their index.html or
main.html web page for establishing design and development credit. Client also agrees that
the web site created for the Client may be included in the Developer's portfolio.
28. Nondisclosure
The Developer, its employees and subcontractors agree that, except as directed by the
Client, it will not at any time during or after the term of this Agreement disclose any
confidential information to any person whatsoever. Likewise, the Client agrees that it will
not convey any confidential information obtained about the Developer to another party.
29. Completion Date
The Developer and the Client must work together to complete the web site in a timely
manner for both parties to remain profitable.
I agree to work expeditiously to complete this project no later than J 1/1/2006
30. Cancellation
A certified letter is required to cancel the contracted project at the request of the Client. In
the event that work is postponed or cancelled at the request of the Client by certified letter,
the Developer shall have the right to retain the original $3,000.00 deposit. In the event this
amount is not sufficient to cover the Developer for time ($75.00 per hour) and expenses
already invested in the project additional payment will be due. If additional payment is due,
this will be billed to the Client within 10 days of notification via certified letter to stop work.
Final payment will be expected under the same terms as listed in Article 17 above.
31. Entire Understanding
This contract constitutes the sole agreement between the Developer and the Client
regarding this project. It becomes effective only when signed by both parties.
Both parties warrant that they have read and understand the terms set forth in this
ag reement.
On beha If of the Client: I
Date J
On behalf of the DeveIO~~
Date~ \7 AuGuST
Developer's Initialsc@J Page: 6 Customer's Initials:1
12775 SW Faircrest St. · Portland, OR · 97225
971-409-6068 · http://www.interactivejones.com
A CORDTII CERTIFICA TE OF LIABILITY INSURANCE I DATE 8/9/2005
PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION
TECHINSURANCE.COM ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE
604 W,Bethany Drive Suite 208 HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR
ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.
Allen, TX, 75013
(800) 668-7020 INSURERS AFFORDING COVERAGE
--
INSURED INSURER A Hartford Insurance
Forest Jones DBA interactivejones,com INSURER B: - .~----
12775 SW Faircrest St. INSURER C:
Portland, OR 97225 INSURER D:
~-
I INSURER E:
COVERAGES
THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICA TED. NOTWITHSTANDING
ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO \/\/HICH THIS CERTIFICATE MAY BE ISSUED OR
MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DES9RIBED HEREIN IS SUBJECT TO All THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH
POLICIES. AGGREGATE LIMITS SHO'IIIN MAY HAVE BEEN REDUCED BY PAID CLAIMS,
INSR TYPE OF INSURANCE POLICY NUMBER PJ>~~~:~8~~ Pgi!f.:Y,~~~~N LIMITS
LTR'
~NERAL LIABILITY EACH OCCURRENCE $ 1,000,000
X 3MMERCIAL GENERAL LIABILITY ~AGE (Anyone fire) $ 300,000
- CLAIMS MADE EI OCCUR 8/9/2005 8/9/2006
A ~ TBA 84 SBA 1436 MED EXP (Anyone person) $ 10,000
- ~tIIAL & ADV INJURY $ 1,000,000
.--
~. GENERAL AGGREGATE $ 2,000,000
GEN'L AGGREFi LIMIT APn PER: PRODUCTS - COMP/OP AGG $ 2,000,000
'I PRO-
POLICY JECT LaC
AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT
- 8/9/2005 8/9/2006 $ 1,000,000
ANY AUTO TBA 84 SBA 1436 (Ea accident)
~
~ ALL OWNED AUTOS BODILY INJURY
A $
SCHEDULED AUTOS I (Per person)
-
X HIRED AUTOS
BODILY INJURY $
X NON.OWNED AUTOS (Per accident)
-
- PROPERTY DAMAGE $
(Per accident)
GARAGE LIABILITY AUTO ONLY - EA ACCIDENT $
==1 ANY AUTO OTHER THAN EA ACC $
AUTO ONLY: AGG $
~ESS LIABILITY EACH OCCURRENCE $
OCCUR D CLAIMS MADE AGGREGATE $
$
==1 DEDUCTIBLE $
RETENTION $ $
WORKERS COMPENSATION AND I T~~IfJNs I IOTH-
ER
EMPLOYERS' LIABILITY
E.L. EACH ACCIDENT $
E.L. DISEASE - EA EMPLOYEE $ .-
E.L. DISEASE - POLICY LIMIT $
OTHER CLAIMS-MADE
ERRORS & OMISSIONS OCCURENCE $
PROFESSIONAL LIABILITY AGGREGATE $
DESCRIPTION OF OPERATIONSILOCATlONSNEHICLESlEXCLUSIONS ADDED BY ENDORSEMENT'SPECIAL PROVISIONS
Note: General Liability Exclusion - Testing or consulting errors and ommissions form SS0509
CERTIFICATE HOLDER
ADDITIONAL INSURED; INSURER LETTER:
CANCELLATION
DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION
30
DAYS WRITTEN
NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO DO SO SHALL
IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER, ITS AGENTS OR
REPRESENTATIVES.
AUTHORIZED RI
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ACORD 25-5 (7/97)
@ACORD CORPORATION 1988