Loading...
HomeMy WebLinkAbout09-200 - EXCLAIM LLC - Seattle Southside Website CreationCONTRACT FOR SERVICES S: \Tourism Development \Budget\2010 \EXCLAIM Website Creative Services 2010 SSVS_ATTY EDIT.doc 12/18/2009 Contract N69-200 Council Approval 12/07/0 This Agreement is entered into by and between the City of Tukwila, Washington, a non- charter optional municipal code city hereinafter referred to as "the City and Exclaim LLC, hereinafter referred to as "the Contractor whose principal organization contact is located at 2125 Western Ave, Suite 302, Seattle, WA 206 368 -0121 http: /www.exclaimllc.com. WHEREAS, the City is designated as the Administrator responsible for administering this contract for services with the cities of SeaTac, Kent and Des Moines to provide tourism and marketing services under the program name Seattle Southside Visitor Services "SSVS WHEREAS, SSVS has determined the need to have certain services performed for its citizens but does not have the manpower or expertise to perform such services; and WHEREAS, SSVS desires to have the Contractor perform such services pursuant to certain terms and conditions; now, therefore, IN CONSIDERATION OF the mutual benefits and conditions hereinafter contained, the parties hereto agree as follows: 1. Scone and Schedule of Services to be Performed by Contractor. The Contractor shall perform those services described on Exhibit A attached hereto and incorporated herein by this reference. In performing such services, the Contractor shall at all times comply with all federal, state, and local statutes, rules and ordinances applicable to the performance of such services and the handling of any funds used in connection therewith. The Contractor shall request and obtain prior written approval from SSVS if the scope or schedule is to be modified in any way. 2. Compensation and Method of Payment. The City shall pay the Contractor for services rendered according to the rate and method set forth on Exhibit B attached hereto and incorporated herein by this reference. The total amount to be paid shall not exceed Seventeen Thousand Eight Hundred and Fifty Dollars ($17,850) to be paid within thirty (30) days following each invoice submittal by the Contractor. 3. Contractor Budget. The Contractor shall apply the funds received under this Agreement within the maximum limits set forth in this Agreement. The Contractor shall request prior approval from SSVS whenever the Contractor desires to amend its budget in any way. 4. Duration of Agreement. This Agreement shall be in full force and effect for a period commencing December 16, 2009, and ending December 31, 2010, unless sooner terminated under the provisions hereinafter specified. 5. Independent Contractor. The Contractor and the City agree that the Contractor is an independent contractor with respect to the services provided pursuant to this Agreement. Nothing in this Agreement shall be considered to create the relationship of employer and employee between the parties hereto. Neither the Contractor nor any employee of Contractor shall be entitled to any benefits accorded to City employees by virtue of the services provided under this Agreement. The City shall not be responsible for withholding or otherwise deducting federal income tax or social security or contributing to the State Industrial Insurance Program, or otherwise assuming the duties of an employer with respect to the Contractor, or any employee of the Contractor. 6. Indemnification. The Contractor shall indemnify, defend and hold harmless the City, its officers, agents and employees, from and against any and all claims, losses or liability, including Page 1 of 5 attorney's fees, arising from injury or death to persons or damage to property occasioned by any act, omission or failure of the Contractor, its officers, agents and employees, in performing the work required by this Agreement. With respect to the performance of this Agreement and as to claims against the City, its officers, agents and employees, the Contractor expressly waives its immunity under Title 51 of the Revised Code of Washington, the Industrial Insurance Act, for injuries to its employees, and agrees that the obligation to indemnify, defend and hold harmless provided for in this paragraph extends to any claim brought by or on behalf of any employee of the Contractor. This waiver is mutually negotiated by the parties. This paragraph shall not apply to any damage resulting from the sole negligence of the City, its agents and employees. To the extent any of the damages referenced by this paragraph were caused by or resulted from the concurrent negligence of the City, its agents or employees, this obligation to indemnify, defend and hold harmless is valid and enforceable only to the extent of the negligence of the Contractor, its officers, agents, and employees. 7. Record Keening and Reporting. A. The Contractor shall maintain accounts and records, including personnel, property, financial and programmatic records which sufficiently and properly reflect all direct and indirect costs of any nature expended and services performed in the performance of this Agreement and other such records as may be deemed necessary by the City to ensure the performance of this Agreement. B. These records shall be maintained for a period of seven (7) years after termination hereof unless permission to destroy them is granted by the office of the archivist in accordance with RCW Chapter 40.14 and by the City. 8. Audits and Inspections. The records and documents with respect to all matters covered by this Agreement shall be subject at all times to inspection, review or audit by law during the performance of this Agreement. 9. Termination. This Agreement may at any time be terminated by the City giving to the Contractor thirty (30) days written notice of the City's intention to terminate the same. Failure to provide products on schedule may result in contract termination. If the Contractor's insurance coverage is canceled for any reason, the City shall have the right to terminate this Agreement immediately. 10. Discrimination Prohibited. The Contractor shall not discriminate against any employee, applicant for employment, or any person seeking the services of the Contractor to be provided under this Agreement on the basis of race, color, religion, creed, sex, age, national origin, marital status or presence of any sensory, mental or physical handicap. 11. Assignment and Subcontract. The Contractor shall not assign or subcontract any portion of the services contemplated by this Agreement without the written consent of the City. 12. Entire Agreement. This Agreement contains the entire Agreement between the parties hereto and no other Agreements, oral or otherwise, regarding the subject matter of this Agreement, shall be deemed to exist or bind any of the parties hereto. Either party may request changes in the agreement. Proposed changes which are mutually agreed upon shall be incorporated by written amendments to this Agreement. 13. Notices. Notices to the City of Tukwila and SSVS shall be sent to the following addresses: S: \Tourism Development\Budget\2010 \EXCLAIM Website Creative Services 2010 SSVS_ATTY EDIT.doc 12/18/2009 Page 2 of 5 CITY OF TUKWILA ATTEST /AUTHENTICATED: Christy O'Flaherty, CMC, City Cler APPROVED AS TO FORM: Office of the City Attorney City Clerk, City of Tukwila Seattle Southside Visitor Services 6200 Southcenter Blvd. 6200 Southcenter Blvd Tukwila, Washington 98188 Tukwila, Washington 98188 Notices to the Contractor shall be sent to the address provided by the Contractor upon the signature line below. 14. Applicable Law: Venue: Attorney's Fees. This Agreement shall be governed by and construed in accordance with the laws of the State of Washington. In the event any suit, arbitration, or other proceeding is instituted to enforce any term of this Agreement, the parties specifically understand and agree that venue shall be properly laid in King County, Washington. The prevailing party in any such action shall be entitled to its attomey's fees and costs of suit. DATED this December 16, 2009; By: Jim Haggerton By: VVLOU Title• ayor 244/ /O4 Title: Pry n CrI CONTRACTOR: EXCLAIM, LLC Printed Name: VVI.Q 1 Li La S :\Tourism Development113udget12010 \EXCLAIM Website Creative Services 2010 SSVS ATTY EDIT.doc 12/18/2009 Address: ZI ZS �5tere ,j[? j S uotft es! 7,1 Date approved by City Council: NA (Applicable if contract amount is over $40,000) Page 3 of 5 EXHIBIT "A" EXCLAIM, LLC Website Creative SCOPE OF SERVICES Website Development We think of websites as windows creative windows to your brand. As such, we make sure that looking through that window results in your target audience coming away with a clear understanding of who you are and what you stand for. EXCLAIM designs websites, HTML emails and banners that support your positioning and are designed to dispense information and get viewers clicking through your site. Your project begins with concept development for a home page and secondary page (two concepts of each) to give you the feeling of the site. Seattle Southside website deliverables include: Philip Hallstrom/Seattle Southside to provide sitemap and navigation Design look and feel of homepage and major pages Setting up PSD files for development, testing, proofing Second round of file generation where required S: \Tourism Development\Budget\2010 \EXCLAIM Website Creative Services 2010 SSVS_ATTY EDIT.doc 12/18/2009 Page 4 of 5 EXHIBIT "B" EXCLAIM, LLC Website Creative COMPENSATION AND METHOD OF PAYMENT Compensation Method of Payment The City shall reimburse Contractor pursuant to the terms of this Agreement. Any third party contracts entered into by the Contractor pursuant to this Agreement without prior authorization from the City's SSVS Program Manager or her designated agent shall be paid by the Contractor when due. Monthly billings for completed work will be invoiced at the end of each month, and are due within 30 days of invoice date. Cancellation In the event of change or cancellation of an assignment, ownership of all copyrights and the original artwork shall be retained by SSVS, and a cancellation fee for work completed, based on the expenses already incurred prior to or as a result of cancellation or change, shall be paid by the City. Expenses The City shall reimburse Contractor for any out -of- pocket expenses related to the City's project(s) with City's prior approval not to exceed an additional 5% of the projected $17,000 project proposal for a total not to exceed $17,850. This Agreement does not include additional stock photography or copy writing. The Contractor shall request prior approval from the City whenever the Contractor desires to amend its budget in any way. S: \Tourism Development\Budget\2010 \EXCLAIM Website Creative Services 2010 SSVS_ATTY EDIT.doc 12/18/2009 Page 5 of 5