HomeMy WebLinkAboutGeeky Devils Web Solutions LLCcirir oF auBURN
AGREEMENT FOR SERVICES
IPZ Website Development (including the
Business Incubator and Buy Local Modules)
THIS AGREEMENT made and entered into on this �day of June, 2017, by and
between the City of Auburn, a municipal corporation of the State of Washington,
hereinafter referred to as "City" and Geeky Devils Web Solutions, LLC, 2 E. Main St.
Auburn, WA, hereinafter referred to as the "Provider."
WITNESSETH:
WHEREAS, the City is in need of the services of individuals, employees or firms
for creation of a website, a searchable database infrastructure, and connectivity
between the two; and,
WHEREAS, the City desires to retain the Provider to provide said services in
connection with the City's work; and,
WHEREAS, the Provider is qualified and able to provide services in connection
with the City's needs for the above-described work, and is willing and agreeable to
provide such services upon the terms and conditions herein contained.
NOW, THEREFORE, the parties hereto agree as follows:
Scope of Services
The Provider agrees to perform in a good and professional manner the tasks
described as "Project #2'' on Exhibit ``A" which is attached hereto and by this
reference made a part of this Agreement. (The tasks described on Exhibit "A" shall
be individually referred to as a"task," and collectively referred to as the "services.")
The Provider shall be responsible to provide work products and services of a
quality and professional standard acceptable to the City.
2. Additional Services
In the event additional services with respect to related work are required beyond
those specified in the Scope of Work, and not included in the compensation listed
in this Agreement, a contract amendment shall be set forth in writing and shall be
executed by the respective parties prior to the Provider's performance of the
services there under, except as may be provided to the contrary in Section 3 of this
Agreement. Upon proper completion and execution of an Amendment (agreement
for additional serviees), such Amendment shall be incorporated into this
Agreement and shall have the same force and effect as if the terms of such
Amendment were a part of this Agreement as originally executed. The
performance of services pursuant to an Amendment shall be subject to the terms
and conditions of this Agreement except where the Amendment provides to the
contrary, in which case the terms and conditions of any such Amendment shall
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control. In all other respects, any Amendment shall supplement and be construed
in accordance with the terms and conditions of this Agreement.
3. Performance of Additional Services Prior to Execution of an Amendment
The parties hereby agree that situations may arise in which services other than
fhose described on Exhibit "A" are desired by the City and the time period for the
completion of such services makes the execution of Amendment impractical prior
to the commencement of the Provider's performance of the requested serviees.
The Provider hereby agrees that it shall perform such services upon the written
request of an authorized representative of the City pending execution of an
Amendment, at a rate of compensation to be agreed to in connection therewith.
The invoice procedure for any such additional services shall be as described in
Section 7 of this Agreement.
4. Provider's Representations
The Provider hereby represents and warrants that the Provider has all necessary
Iicenses and eertifications to perForm the services provided for herein, and is
qualified to perForm such services.
5. Citv's Responsibilities
The City shall do the following in a timely manner so as not to delay the services of
the Provider:
a. Designate in writing a person to act as the City's representative with respect to
the services.
b. Furnish the Provider with all information, criteria, objectives; schedules and
standards for the project and the services provided for herein.
c. Arrange for access to the property or facilities as required for the Provider to
perForm the services provided for herein.
6. Termination
The City may terminate this Agreement upon seven (7) days' written notice;
provided that Contractors shall be compensated for services provided through
the end of the following month.
7. Compensation
As compensation for performance of the services provided for herein, the City shall
pay the Provider $8,400 at the completion of the work described in Exhibit A. Upon
completion, the Provider shall submit to the staff person idenfified in section 12 of
this agreement an invoice showing the tasks completed. Upon acceptance of fhe
invoice or statement, the City shall proeess the invoice or statement in the next
billing/claim cycle following receipt of the invoice or statement, and shall remit
payment to the Provider thereafter in the normal course, subjeet to any conditions
or provisions in this Agreement or Amendment.
8. Time for PerFormance and Term ofAqreement
The Provider shall perForm the serviees provided for herein in accordance with the
direction and scheduling provided on Exhibit "A" but shall complete the scope of
work no later than December 31, 2018.
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9. Ownership and Use of Documents
All documents, reports, memoranda, diagrams, sketches, plans; surveys; design
calculations, working drawings, software code, and any other materials created or
otherwise prepared by the Provider as part of his perFormance of this Agreement
(the "Work Produc#s") shall be owned by and become the property of the City, and
may be used by the City for any purpose beneficial to the City and shall be subject
to the requirements of the Public Records Act, Chapter 42.56 RCW.
10. Reeords Inspection and Audit
All eompensation payments shall be subject to the adjustments for any amounts
found upon audit or otherwise to have been improperly invoiced, and all records
and books of accounts pertaining to any work performed under this Agreement
shall be subject to inspection and audit by the City for a period of up to three (3)
years from the final payment for work performed under this Agreement.
If any lifigation, claim, dispute, or audit is initiated before the expiration of the three
(3) year period, all records and books of accounts pertaining to any work
performed under this Agreement shall be retained until all litigation, claims,
disputes, or audits have been finally resolved.
11. Continuation of Performance
In the event that any dispute or conflict arises between the parties while this
Contract is in effect; the Provider agrees that, nofinrithstanding such dispute or
conflict, the Provider shall continue to make a good faith effort to cooperate and
continue work toward successful completion of assigned duties and
responsibilities.
12. Administration of Aqreement
This Agreement shall be administered by AI Lawati, on behalf of the Provider, and
by the Economic Development Manager, or designee, on behalf of the City. Any
wriften notices required by the terms of this Agreement shall be served on or
mailed to the following addresses:
Citv of Auburn
Doug Lien
Economic Development Manager
25 W Main St
Auburn, WA 98001-4998
Phone: 253-804-3101
Geekv Devils
AI Lawati
Principal
Phone: 206=432-7963
E-mail: info@geekydevils.com
13. Notices
AII notices or communications permitted or required to be given under this
Agreement shall be in writing and shall be deemed to have been duly given if
delivered in person or deposited in the United States mail, postage prepaid, for
mailing by certified rnail, return receipt requested, and addressed, if to a party of
this Agreement, to the address for the party set forth above. If addressed to a
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person not a party to this Agreement, the notice shall be sent, in the foregoing
manner, to the address designated by a party to this Agreement.
Either party may change his; her or its address by giving notice in writing, stating
his, her or its new address, to the other party, pursuant to the procedure set forth
above.
14. Insurance
The Provitler shall procure and maintain for the duration of this Agreement, at its
sole expense, insurance against claims for injuries to persons or damage to
property which may arise from or in connection with the performance of the work
hereunder by the Provider, or the Provider's agents, representatives, employees,
or subcontractors.
Frovider's maintenance of insurance a.s required by the Agreement shall not be
construed to limit the liability of the Provider to the coverage provided by such
insurance, or otherwise limit the City's recourse to any remedy available at law or
in equity.
The Service Provider shall obtain insurance of the types described below:
Commercial General Liability insurance shall cover liability arising from
premises, operations, independent contractors, products-completed operations,
stop gap liability; personal injury and advertising injury, and liability assumed
under an insured contract. The City shall be named as an insured under the
Contractor's Commercial General Liability insurance policy with respect to the
work performed for the City. Commercial General Liability insurance shall be
written with limits no less than $1,000,000 each occurrence, $2,000,000
general aggregate.
Worker's Compensation coverage as required by the Industrial Insurance laws
of the State of Washington.
The Provider's insurance coverage shall be primary insurance as respects the
City. Any insurance, self-insurance, or insurance pool coverage maintained by the
City shall be excess of the Provider's insurance and shall not contribute with it.
The Provider's insurance shall not be cancelled, except after 30 days prior written
notiee by certified mail, return receipt requested, has been given to the City. If a
policy expires during the term of this Agreement, a renewal certificate must be sent
to the City fifteen (15) days prior to the expiration date of the pol.icy.
15. Indemnification/Hold Harmless
Except for injuries and damages caused by the sole negligenee of the City, the
Provider shall defend, indemnify and hold the City and its officers, officials,
employees, and volunteers harmless from any and all claims, injuries, damages,
losses, or suits, of every lcind, including attorney fees and litigation expenses,
arising out of or in connection with any alleged act, omission, professional error,
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fault, mistake, or negligence of the Provider, its employees, agents, rep-
resentatives, or subcontractors, including employees, agents, or representatives of
its sub-contractors, taken in the performance of this Agreement, or arising out of
worker's compensation claims, unemployment compensation claims, or
unemployment disability compensation elaims..
It is further specifically and expressly understood that the indemnification provided
herein constitutes the Provider's waiver of immunity under Industrial Insurance,
Title 51 RCW, solely for the purposes of this indemnification: This waiver has been
mutually negotiated by the parties. The provisions of this section shall survive the
expiration or termination of this Agreement.
16. Assignmeat
Neither party to this Agreement shall assign any right or obligation hereunder in
whole or in part, without the prior written consent of the other party hereto. No
assignment or transfer of any interest under this Agreement shall be deemed to
release the assignor from any liability or obligation under this Agreement, or to
cause any such liability or obligation to be reduced to a secondary liability or
obligation.
17. Nondiscrimination
The Provider may not discriminate regarding any services or activities to which this
Agreement may apply directly or through contractual, hiring, or other arrangements
on the grounds of race, color, creed, religion, national origin, sex, age, or where
there is the presence of any sensory, mental or physical handicap.
18. Amendment. Modification or Waiver
No amendment, modification or waiver of any condition, provision or term of this
Agreement shall be valid or of any effect unless made in writing, signed by the
party or parties to be bound, or such party's or parties' duly authorized
representative(s) and specifying with particularity the nature and extent of such
amendment, modification or waiver. Any waiver by any party of any default of fhe
other party shall not affect or impair any right arising from any subsequent default.
Nothing herein shall limit the remedies or rights of the parties hereto under and
pursuant to this Agreement.
19. Independent Gontractor Status
The Contractors shall perForm the services described in Section 2 as independent
contractors and shall not be deemed, by virtue of this Agreement and the
perFormance thereof, to have entered into any partnership, joint venture,
employment or other relationship with the City.
20. F'arties. in Interest
This Agreement shall be binding upon, and the benefits and obligations provided
for herein shall inure to and bind, the parties hereto and their respective
successors and assigns, provided that this section shall not be deemed to permit
any transfer or assignment otherwise prohibited by this Agreement. This
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Agreement is for the exciusive benefit of the parties hereto and it does not create a
contractual relationship with or exist for the benefit of any third party, including
contractors, sub-contractors and their sureties.
21. Applicable Law
This Ag�eement and the rights of the parties hereunder shall be governed by and
interpreted in accordance with the laws of the State of Washington and venue for
any action hereunder shall be in of the eounty in Washington State in which the
property or project is located, and if not site specific, then in King County,
Washington; provided, however, that it is agreed and understood that any
applicable statute of limitation shall commence no later than the substantial
completion by the Provider of the services.
22. Captions, Headinqs and Titles
All captions, headings or titles in the paragraphs or sections of this Agreement are
inserted for convenience of reference only and shall not constitute a part of this
Agreement or act as a limitation of the scope of the particular paragraph or
sections to which they apply. As used herein, where appropriate, the singular shall
include the plural and vice versa and m.asculine, feminine and neuter expressions
shall be interchangeable. Interpretation or construction of this Agreement shall not
be affected by any determination as to who is the drafter of this Agreement, this
Agreement having been drafted by mutual agreement of the parties.
23. Severable Provisions
Each provision of this Agreement is intended to be severable. If any provision
hereof is illegal or invalid for any reason whatsoever, such illegality or invalidity
shall not affect the validity of the remainder of this Agreement.
24. Entire Aqreement
This Agreement, together with any subsequent amendments or addendums,
contains the entire understanding of the parties hereto in respect to the
transactions contemplated hereby and supersedes all prior agreements and
undecstandings between the parties with respect to such subject matter. No other
understandi.ngs, oral or otherwise, regarding this Agreement shall exist or bind any
of the parties.
25. Counterparts
This Agreement may be executed in multiple counterparts, each of which shall be
one and the same Agreement and shall become effective when a counterpart has
been signed by each of the parties and delivered to the other party.
26. Non-Availabilitv of Funds
The City's obligations under this Agreement are conditioned upon the availability of
funds appropriated or allocated for the perFormance of such obligations; and if
funds are not allocated and available for the continuance of this Agreement, it may
be terminated by the City at the end of the period for which funds are available,
without the seven (7) days' notice by Section 6.
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No liability shall accrue to the City in the event this provision is exercised, and the
City shall not be obligated or liable for any future payments or damages as a result
of termination under this Section.
IN WITNESS WHEREOF; the parties hereto have caused this Agreement to be
executed effective the day and year first set forth above.
CITY OF AUBURiV
ancy Ba , Mayor
Attest:
Da � Ile Daskam City Clerk
Approved as to form:
_ _._...
Daniel B. H', Ci y At orney
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GEEKY DEVILS WEB SOLUTIONS, LLC
AI i, Princip_
LAWAT��
Federal Tax I o: u aI #� eSD3 ��r 2 62
EXHIBIT A
Geeky Devils — City of Auburn Agreement
,�'
Scope of Work
Proiect #1- Innovation Partnecship Zone (includin� the Business Incubator):
o Creating the website's wireframes.
• Designing the website's responsive layout.
• Creating pages for Business Networking, Business Incubator; Trainings and Workshops,
Professional Resources (and its subpages such as job trainings and partners).
• Embedding training videos into the Workshops page.
• Integ"rating advanced social media (Facebook) convertibility into the Business Incubator page.
• Creating an entry point to Buy Local's section of the website.
PROJECT COST ESTI.MATE $2,500.00
Proiect #2 - Buy Local:
e Creating Buy Local's wireframes.
• Designing the MySQI database infrastructure.
• Creating a link for companies to add their information and then synchronizing it with the
frontend for the end-users to view all the data (business name, business license number,
products/services, industry, contact information, physical address, and business description).
• Creating a search feature that allows the end-users to search for businesses based on
keywords, industry, business name, and products/services.
• Adding a Google Maps API that pinpoints to the businesses based on the search result.
PROJECT COST ESTIMATE $8,400.00
AI �a�J�rati (ZOo) �13Z-79o3 info@;ee!<yd=vils.com