HomeMy WebLinkAboutGeeky Devils Web Solutions LLC CITY OF AUBURN
AGREEMENT FOR SERVICES
Additional Web Development of the IPZ Website, Twelve Month
Hosting and Maintenance of the IPZ & Buy Local Websites,
THIS AGREEMENT made and enfereH into on this 1�day of June, 2018, by and between the GITY
OF AUBURN, a municipal corporation of the Stafe of Washington, hereinafter referred ;o as "City," and
GeeKy Devils Web Solutiops, LLC, 110 2ntl Street SoutFiwest, Suite 145, Autium, WA, hereinafter
refeP�ed to as the"Provider."
WITNESSETH :
WHEREAS, the City is in need of the services of individuals, employees or firms for additional web
development, web hosting and ongbing website maintenance wo�k; and,
WHEREAS, the City desires to retain the Provider to provide said services in connection with the
Citys work; arid,
WHEREAS, the Provider is qualified anii able to prbvide services in conhection 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:
1. Scooe of Services
Tlie Pirovider agrees to perform in a good and professional manner the tasks desc�ibed in Ezhitiit
"A" which is attached hereto and 6y this reference made a part of this Agreement. (The ta'§ks
described on Exhibit "A" shall be individually referreil to as a "task," and collectively refe��eii to as
the "services.") The Provider shall be responsible to provide work P�oducts a'nii servioes of a
quality and professional manne�shall perform the ser4ices as an independent contractor and shall
not be deemed, by virtue of this Ag�eement and the performance thereof, to have enfered into any
partnership,joint venture, employment or other relationship with the City.
2. Additional Services
In the event additional servibes with respect to relateii work are required beyond those specified in
the Scope of Work, and not included in the compensation listed in this Agreement, a cont�act
amendment shall be set forth in writing and shall be executed 6y the respective parties prio�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 ezecution of an AmentJment(agreement
for additional services), such Amendment shall b;e incorporated into this Ag�eement and sfiall haVe
the same force and effect as if the terms of such Amendment we�e a part of this Agreement as
originally executed. TFie performance of services pursuant to an Amendment,shall:be subject to;he
terms and conditions of this Agreement except wFiere ;he Amendment provides to the contrary, in
which case the terms and conditions of any such Amendment shall 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 serdices other than those described on
Ezhibit "A" are desired by the City and tFie time period for the completion of such servioes makes
the execution of Amendment impractical prior to the commencement of;he Provider's performance
of the requested services. The Provider hereby agrees that it sfiall perForm suchservic.es upon the
written request of an authorized representative of the City pending ezecution of an Amendment, at
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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 Re�resentations
Tlie Provider heretiy rep�esents and warrants that the Frovider has ail necessary licenses and
certifications to pertorm the serVices p�ovided for herein, and is qual�ed to perform such services.
5. CiN's Resoonsibilities
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 Citys representative with respect to the services.
The City's designee shall have complete authority to transmit instructions, receive information,
interpret and define the Citys policies and decisions with respect to the services.
b. Furnish the Provider with ali information, criteria, objectives, schedules and scandards for the
project and the services provided for herein.
c. Arrange for access to the prbperty or facilities as required for the Provider to perform the
services provided for herein.
6. Acceotable Standards
The Provider shall be responsible to provide, in connection with the services contemplated in this
Agreement, work products and services of a quality and professionai standarii acceptable to the
City.
7. Comoensation
As compensation for the Provider's performance of the services provided for herein, the City shall
pay the Provider the sum of Ten Thousand Dollars ($10,000) in accordance with the terms set
foRh in Exhibit "B" hereby attached and by reference made a part of this Agreement. The Provider
shall submit to the City an invoice or statement of time spent on tasks included in the scope of work
provided herein, and the City shall process the invoice or statement in the next billinglclaim cycle
following receipt of the invoice or statement, and shall remit payment to the Proyider thereafter in
the normal course, subject to any conditions or provisions in this Agreement or Amendment..
8. Time for Performance and Term of Aareement
The Provider shall not begin any work under this Agreement until authorized in writing by the City.
The Provider shall perform the sewices provided for herein in accordance with the direction and
scheduling provided on Exhibit "A" attached hereto and incorporated herein by this reference,
unless othenvise agreed to in writing by the parties. The Term of this Agreement shall terminate on
May 31, 2019.
9. Ownership and Use of Documents
All documents, reports, memoranda, diagrams, sketches, plans, surveys, design calculations,
working drawings and any other materials creafed or otherwise prepared by the Provider as part of
his performance of this Agreement (the "Work Products") shail be owned by and become the
property of the City, and may be used by the City for any purpose beneficial to tfie City and shall be
subject to the requirements of the Public Records Act, Chapter 42.56 RCW.
10. Records Insoection-and Audit
All compensation payments stiall be subject to the adjustments for any amounts found upon audit
or otheryvise to haVe been improperly invoiced, and all records and books of accounts pertaining to
any work performed under this Agreement shall tie subject to inspection and audit by the Gity for a
period of up to three(3)years from the final payment for work performed under this Agreement.
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, notwithstanding 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.
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12. Administration of Aareement
This Agreement shall be administered by Jody Adsero, on behalf of the Provide�, and by the Mayor
of the City, o� designee, on behalf of tfie City. Any written notices required tiy tHe terms of this
Agreement shall be served on or mailed to the following addresses:
Citv of-Auburn: Geekv Devils:
Doug Lein AI Lawati
Economic Development Manager Principal
25 West Main St 110 2"d Street SW, Ste 145
Auburn WA 98001-4998 Autiurn, WA 98002
253.804.3101 Phone: 206.432.7963
DLein@auburnwa.gov Email: info@geekydevils.com
13. Notices
All notices or communications permitted or required to be given under this Agreement shall tie in
the form of electronic mail (email) and in writing and shall be deemed to haVe tieen duly given if
deli4ered in person or deposited in the United States maii, postage prepaid, for mailing tiy certified
mail, return receipt req"uested, and addressed, if to a party of this Agreement, to tfie address for the
party set forth above.
Either party may change his, her or its address by giving notice in writing, stating his, her o� its new
address, to the other party, pursuant to the procedure set forth above.
14. Insu�ance
The Provider shall procure and maintain for the duration of this Agreement, 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 subcontrec)ors.
Provider's maintenance of insurance as required by the Agreement shall not be construed to limit
the liability of the Provider to the coverage provided bq such insurance, or o4herwise limit fhe 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 contrectors, 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 4he Contractor's Commercial General Liability insurance policy with respectto
the work performed for the City. Commercial General Liability insurance shall be written wifh
limits no less 4han $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 shali be endorsed to state that coverage shall not be cancelled by
ei4her party, except after 30 days prior written notice by certified mail, return receipt requested,
has been given to the City. If a policy expires during the term of this Agreement, a renewal
cert'rficate must be sent to the City fifteen (15)days prior to fhe expiration date of the policy.
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15. Indemnification/Hold Harmless
Except for injuries and damages caused by the sole negligence of the City, tlie Provider shall
defend, indemnify and hold ttie City and its officers, officials, e_mployees, and yolunteers Harmless
from any and all claims, injuries, damages, losses, or suits, of every kind, including attorney fees
and litigation expenses, arising out of orin connection with any alleged act, omission, professional
error, fault, mistake, or negligence of the Provider, its employees, agents, representative, or
suticontractors, 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 claims.
It is further specifically and expressly understood that the indemnification provided herein
constitutes the Provider's waiver of immuniry unde� Industrial Insurance, Title 51 RCW, solety for
the purposes of this indemhification. This waiver has been mutually negotiated by the parties. The
provisions of this section shall surdive ttie ezpiration or termina;ion of this Agreement.
16. Assiqnment
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 Ag�eement shall be deemed to release the assignor from any liability or obligation under
this Agreement, or to cause any such Iiabiiity 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 Ag�eement may
apply tlirectly or through contractual, hiring, or otFier arrangements on the grounds of race, col,o�,
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, mod�cation or uvaiver 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
partys or parties' duly authorized,representative(s) and specifying with particularity tFie nature and
eztent of such amendment, modification or waiver. Any waiver by any party of any default of the
otlier party shall not affect o� impair any right arising from any sulisequent defauit,
Nothing herein shall limit the remedies or rights of the parties hereto under and pursuant to this
Agreement.
19. Parties in Interest
This Agreement sliall be binding upon, and the benefits and obligations provided for herein shall
inure to and bind, fhe parties hereto and their respective successors and assigns, provided that this
sec4ion shall not be deemed to permit any trensfer or assignment otherwise prohibited by this
Agreement. This Agreement is for the exclusive benefit of 4he 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.
20. Costs to Prevailino Partv
In the event of such litigation or other legal action, to enforce any rights, responsibilities or
obiigations under this Agreement, the prevailing parties shall be entitled to receive its reasonable
costs and attorney's fees.
21. Aoplicable Law
This Agreement and the rights of the parties hereunder shall be governed by and interpreted in
accordance with fhe laws of the State of Washington and venuefior any action hereunder shall be in
of the county in Washington State in which fhe properly or project is located, and if not site spec�c,
fhen in King County, Washington; provided, however, 4hat it is agreed and understood that any
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applicable statute of limitation shall commence no later than the substantial completion by the
Provider of the services.
22. Caotions, Headinqs and Titles
All captions, headings or titles in the paragrapHs o� sections of this Agreement a�e 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 h_erein, where
appropriate, the singular shall include the plu�al and 4ice versa and masculine, femi�ine and neu;er
expressions shall be interchangeable. Interpretatioh or construction of this Agreement sliall not be
affected by any determination as to who is the drafter of this Agreement, this Agreemeht having
been drafted by mutual ag�eement of the parties.
23. Severable Frovisions
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 Aareement
This Agreement contains tlie entire understanding of the parties hereto in respect to ;he
transactions contemplated hereby and supersedes all prior agre.ements and understandings
between the parties with respect to such subject matter.
25. Counteroarts
This Ag�eement may be ezecufed in multiple counterparts, each of which shall be one and the
same Ag�eement and shall become effective when one o� more counterparts have been sighed by
each of the parties and delivered to the other party.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be ezecuted effectide
ttie day and year first set forth above.
CITY OF AUBURN GEEKY DEVILS WEB SOLUTIONS LLC
,
� � /'�la �,L�. 201 g
ancy ius, Mayor Date AI L i, Principal ate
f ederal Ta �n..��
Attest: (,QT � 604- 12'2-840
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Dan^�kam, City Clerk
Appr d as t orm:
aniel B. He , City Attomey
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-- GEEKY DEVILS
�� WEB SOLUTIONS
(EXHIBIT A)
City of Auburn's
Economic Development Department
Scope of Work
Table of Content
IPZ Website's Additional Web Development Requirements ................................................... Page 2
IPZ Website's 12 Month Hosting ................................................................................................. Page 3
Buy Local Website's 12 Month Hosting ...................................................................................... Page 4
IPZ Website'S 12 Month Maintenance ........................................................................................ Page 5
Buy Local Website's 12 Month Maintenance ............................................................................ Page 6
CostEstimate .................................................................................................................................. Page 7
Created by:Alexander(AI) Lawati
Date:April 19t",2018
Phone: (206) 432-7963
Email: info@geekydevils.com
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• . . . -. � . -. .- - . -.
PROJECT SUMMARY:
• Creating a login section for the members of the Business Incubator fo go to their private
dashboard from by entering their username (same as email address)and password.
• The username and password of the Business Incubator's members will be created from the
Admin side of the website.
• Allowing the members of the Business Incubator to:
o Create a Personal Profile and a Business Profile (all viewable on one page).
o Update the email address(which also serves as the username) and the password.
o View information about the Mentors(p.lioto, name, short bio, phone number, and
email address)—this information is created from the Admin side of the website.
o Pay for their Business Incubator membership—once the Admin creafes the
username (same as email)and password,the potential member will get an email
notification for making a payment to activate their membership.The members can
then renew their memberships moving forward every month. Members will get
automatic reminders about their next paymenYs due date. lf they don't make a
payment within3 days after its due, their membership will expire and they won't be
able to access the dashboard.
o Book the meeting room (calendar style) and view which days and time of the day iYs
booked (both by whom and what for).
o Access documents that are uploaded from the Admin side of the website.
_ _ _ _
FROJEGT TIMELINE:4 weeks
PROJECf COST:$5,200
PROJECf TERMS:
• The client commits to paying the full amount of this project,which is nonrefundable.
• The content of the website will be provided by the client (text, images,and videos). If the
client delays the content,the website's completion will be delayed accordingly.
• Any additional work, if not mentioned in the project summary, will be billed separately.
• Since the content is provided by the client;the client will be liable for any content that
happens to be plagiarizeci, copyrightecl, or stolen.
• Any third-party fees will be billed separately.
Geeky Devils Web Solutions (206) 432-7963 info@geelrydevils.com
� ,
� . � . . .
PROJECT SUMMARY:
• Hosting of the ipzauburn.com website on Geeky Devils Web Solutions' server.
• Hosting of any emails associated with ttie domain name ipzauburn.com.
• Maintaining the server and pre4enting downtimes as much as realistically possible.
PROJECTTIMELINE: 12 months
PROJECT COST:$600/year(comes out to S50 per monthJ
PROJECT TERMS:
• The client commits to paying the full amount of this project, which is nonrefundable.
• Occasionally there wiii be some downtime due.to server upgrades arid maintenance. If we
can control it,this will take place during low or no website traffic.
• We generally monitor ail our server activities. However, if the clien4 notices anything
suspicious or a problem with the website's speed or downtime,they'll have to inform us.
Geeky Devils Web Solutions (206) 432 7963 info@geekydevils.com
_�_,
• . . . . -. . .
PROJECT SUMMARY:
• Hosting of the ipzauburn.com website on Geeky Devils Web Solutions' server.
e Hosting of any emails associated with the domain name ipzauburn.com.
• Maintaining the server and preventing downtimes as much as realistically possible.
PROJECf TIMELINE: 12 months
PROJECT COST:$600/year(comes out to$50 per monthJ
PROJECT TERMS:
e The client commitsto paying the fuil amount of thisproject, which is nonrefundable.
• Occasionally tFie�e will be some downtime tlue to server upgrades and mainfenance. lf we
can confrol it,this will fake place duririg low or no website traffic.
• We generally monitor all our server activities. However, if the clientnoticesanything
suspicious or a problem with the website's speed or downtime,they'll have to inform us.
Geeky Deviis Web Solutions (206) 432-7963 info@geel<ydevils.com
,
_� ,
• o . . • � .
PROJECT SUMMARY:
• Securing the website from any threats or hacks such as malware, accidental file deletion,
phishing, and data breaches.
• Creating weekly website files and datab:a'se backups.
• Upgreding the CMS platform (1NordPress) and plugins/custom codes as needed.
• Updating 4he website s content(up to 10 hours a month).This includes text, links, pages,
images;videos,forms, products (if e-commerce website), PDF files,events, and blog posts.
• Fixing any broken links.
• Constantly finding ways to speed up the website (optimizing the website for speed).
• Testing the website on the latest versions of all the major browsers such asChrome,
Explorer, Firefox, and Safari.
PROJECTTIMELINE: 12 months
PROJECT COST:$4,200/year (comes out to$350 per month)
PROJEGf TERMS:
• The client commits to payirig the full amount of this project, which is nonrefundable.
• The first two points mentioned in the projed summary are only possible if the website is
hosted on Geeky Deviis Web Solutions' server.
e The content that needs updating in the website will be provided by 4he client (text, images,
and videos).The client will be liable for any content that happens to be plagiarized,
copyrighted, or stolen.
o This project summary does not.include additionai development of the website.
• Th_e 10 hours a month for content updating does not rollover to the nezt month.Any
additional content updating on top of the 10 hou�s a month will be billed at$50 an hour.
� Any third-party fees will be billed separately.
Geeky Devils Web Solutions (206) 432-7963 info@geekydevils.com
_� i
_ ;
• • � • . . -. .
PROJEGT SUMMARY:
• Securing the website from any tlireats or liacks such as malware, accidental file deletion,
phishing, and data breaches.
• Creating weekly website files and database backups.
• Upgrading the CMS platform (WordPress)and piugins/custom codes as needed:
• Updating the website's content(up to 10 hours a month). This includes text, links, pages,
images,videos,forms, products (if e-commerce website), PDF fles, eventS, and blog posts.
• Fixing any broken links.
• Constantly finding ways to speed up the website (optimizing the website for speed).
• Testing the website on the latest versionsof all the major browsers such asChrome,
Explorer, Firefox, and Safari.
PROJECTTIMELINE: 12 months
_ _ _ . _
PROJECT COST:$4,200/year (comes out to$3$0 per monthJ
PROJECT TERMS:
• The client commits to paying the full amount of this project,which is nonrefundable.
• The first two points mentioned in the project summary are only possible if the website is
hosted on Geeky Devils Web Solutions' server.
• The confent tFiat needs updating in the website will be provided by the client (text, images,
and videos�.The client will be liable for any content that happens to be plagia�ized,
copyrighted, or stolen.
• This project summary does not include additional developmeni of the website.
• The 10 hours a month for content updating does not rollover to the next month. Any
additional content updating on top of the 10 hours a mon4h will be billed a4$50 an hour.
• Any third-party fees will be billed separately.
Geeky Devils �Veb Solutions (206) 432J963 info@geelrydevils.com
� ,
COST ESTIMATE:
PROJECT DESCRIPTION PROJECT COST
IPZ N/ebsite's Additional Web Development Requirements $5,200.00
IPZ Website's 12 IVlonth Hosting $600.00
Buy Local Website's 12 Month Hosting $.600.00
IPZ Website's 12 Month Main4enance $4,20b.00
Buy Local Website's 12 Month Maintenance $4,200.00
Syb-total $14,800.00
Retuming Customer Discount ($4,800.00)
TOTAL $10,000.00
ACKNOWLEDGEMENT&APPROVAL:
_ _ _
By signing below, both the proyider and the client accept the scope of work,the terms, and the
cost estimate of all the projects listed in this document.
Provider Client
Name:Alexander Lawati Name:
Company:Geeky Devils Web Solutions Company:City of Auburn
�, .
Signature: Signature: ,��
Date: Ma� 2�� . 2�� � Date: �' / Iw� � D
�
Geeky Devils Web Solutions (206) 432-7963 info@geekydevils.com
Exhibit "B"
Payment Terms
• $5,000.00 due within 30 days of contract commencement
• $2,500.00 due in August 2018
. $2,500 due in October 2018
All invoices must be s.ent within 44 days pnor to due dates as shown above and in
accordance with Section 7 of this Agreement.
Please �emit invoices to:
Holly Ferry: Hferrv(a�auburnwa.qov
CC:
Doug Lein: DLein(a�auburnwa.pov
Josh Arndt: Jarndt(�auburnwa.qov