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HomeMy WebLinkAboutSuzannes Design; Hernandez, Susanne 2009-03-28_jVP a����� PROFESSIONAL SERVICES CONTRACT This Agreement is made and entered in Ukiah, California, on March 28, 2006, by and between Suzanne Hernandez, dba Suzannes Design ("Consultant"), a Web & Print Graphic Designer, and the City of Ukiah ("City"), a general law municipal corporation. 1. SERVICES PROVIDED BY CONSULTANT. Work with and provide basic instruction to City Staff in the following areas: • Planning of the site (new design, re -design) o City Staff will provide the general flow of information contained on the site, desired information improvements and will look to the consultant to make recommendations for improvement. o Consultant to make recommendations on software associated with creating or upgrading the site so as to allow for site maintenance by internal City staff. • Graphics, design and interactivity o Consultant to create a new site design incorporating the City's logo and colors as specified by City staff. o Consultant to incorporate appropriate use of animation, video and sound. o Consultant to create simple navigation and establish search capabilities. o Consultant to improve navigation, provide context for links whenever possible, proper placement of navigation buttons. o Consultant to incorporate customer feedback opportunities. o Consultant to provide proper warning for things such as long downloads. o Consultant to provide web enabled capabilities such as City forms, on-line applications, and registrations. o Consultant needs to make such suggestions, modifications and implementations; incorporating products and capabilities that are compatible with City software. • Publishing the site 2. TERM. The term of this Agreement shall begin on March 28, 2006, and end on September, 28, 2006, unless extended by mutual written agreement of the parties or terminated as provided in paragraph 9. 1 3. COMPENSATION. Ukiah shall pay Consultant as follows for services provided under this Agreement: Periodically, as invoiced by Consultant, at $75.00 per hour, to a maximum of $13,500.00 unless renegotiated with the City of Ukiah. 4. METHOD OF PAYMENT. Check made payable to Consultant. 5. CONFIDENTIALITY. Consultant hereby agrees that she will not disclose or make any other use of information about the business methods, operations, costs, proposals, budgets, and projections of Ukiah or of any other information of a confidential nature pertaining to Ukiah, without the prior written consent of the City Manager. 6. INDEMNIFICATION AND INSURANCE. 6.1 Indemnification. Consultant shall hold City harmless from and defend City against all claims, liability, damage, or loss arising out of any injury or death of any person or damage to or destruction of property attributable to the negligent or willfully wrongful act or omission of Consultant in performing services underthis Agreement, except that caused by the sole and active negligence or willful misconduct of City or City's employees. These indemnity obligations shall include reasonable attorney fees, investigation costs, and all other reasonable costs incurred by City from the first notice that any claim or demand is to be made or may be made. City shall promptly give notice to Consultant of any claim or demand. The provisions of this Section shall survive the termination of Agreement for any event occurring prior to the termination. 6.2 Insurance. Based on the scope of work and the level of risk, it has been determined that the insurance requirements will be waived for this contract only. 7. RETURN OF DOCUMENTS. Upon termination of Consultant's services to the Ukiah under this Agreement, Consultant agrees to return all written and other materials, which are not matters of public record, furnished to him by the City of Ukiah. Any documents created by Consultant as part of providing services under this Agreement shall be the property of Ukiah which shall own the copyright to same. Any and all such documents shall be furnished to Ukiah upon request. 2 8. TERMINATION. This Agreement may only be terminated by Ukiah: 1) for breach of the agreement; 2) because funds are no longer available to pay Consultant for services provided under this Agreement; or 3) Ukiah has abandoned and does not wish to complete the project for which Consultant was retained. Ukiah or Consultant may terminate this agreement without cause on 15 days prior written notice to the other party. The City of Ukiah shall notify Consultant of any alleged breach of the agreement and of the action required to cure the breach. If Consultant fails to cure the breach within the time specified in the notice, the contract shall be terminated as of that time. If terminated for lack of funds or abandonment of the project, the contract shall terminate on the date notice of termination is given to Consultant. Ukiah shall pay the Consultant only for services performed and expenses in- curred as of the effective termination date. In such event, all finished or unfinished documents, data, studies, surveys, drawings, maps, models, photographs and reports prepared by the Consultant under this Agreement shall, at the option of Ukiah, become its property and the Consultant shall be entitled to receive just and equitable compensation for any work satisfactorily completed hereunder, subject to off -set for any direct or consequen- tial damages Ukiah may incur as a result of Consultant's breach of contract. 9. MODIFICATION OF AGREEMENT. City of Ukiah may, from time to time, request changes in the scope of the services of the Consultant to be performed hereunder. Such changes, including any increase or decrease in the amount of the Consultant's compensation, which are mutually agreed upon by and between Ukiah and the Consultant, shall be incorporated in written amendments to this Agreement. To be effective, all such changes as referred to in this section must be agreed upon in writing by both parties to this agreement. 10. ASSIGNMENT. The Consultant shall not assign any interest in this Agreement, and shall not transfer any interest in the same (whether by assignment or novation), without the prior written consent of Ukiah. 11. APPLICATION OF LAWS. The parties hereby agree that all applicable Federal, State and local rules, regulations and guidelines not written into this Agreement shall hereby prevail during the period of this Agreement. 12. INDEPENDENT CONTRACTOR. It is the express intention of the parties hereto that Consultant is an independent contractor and not an employee, joint venturer, or partner of Ukiah for any purpose I whatsoever. Ukiah shall have no right to, and shall not control the manner or prescribe the method of accomplishing those services contracted to and performed by Consultant under this Agreement, and the general public and all governmental agencies regulating such ac- tivity shall be so informed. Those provisions of this Agreement that reserve ultimate authority in Ukiah have been inserted solely to achieve compliance with federal and state laws, rules, regulations, and interpretations thereof. No such provisions and no other provisions of this Agreement shall be interpreted or construed as creating or establishing the relationship of employer and employee between Consultant and Ukiah. Contractor shall pay all estimated and actual federal and state income and self- employment taxes that are due the state and federal government and shall furnish and pay worker's compensation insurance, unemployment insurance and, any other benefits required by law for himself and his employees, if any. Contractor agrees to indemnify and hold Ukiah and its officers, agents and employees harmless from and against any claims or demands by federal, state or local government agencies for any such taxes or benefits due but not paid by Consultant, including the legal costs associated with defending against any audit, claim, demand or law suit. Consultant warrants and represents that it is a properly licensed professional or professional organization with a substantial investment in its business and that it maintains its own offices and staff which it will use in performing under this Agreement. 13. GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the laws of the State of California any legal action concerning the agreement must be filed and litigated in the proper court in Mendocino County. 14. SEVERABILITY. If any provision of the Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions shall nevertheless continue in full force and effect without being impaired or invalidated in any way. 15. INTEGRATION. This Agreement contains the entire agreement among the parties and supersedes all prior and contemporaneous oral and written agreements, understandings, and representations among the parties. No amendments to this Agreement shall be binding unless executed in writing by all of the parties. 4 16. WAIVER. No waiver of any of the provisions of this Agreement shall be deemed, or shall constitute a waiver of any other provision, nor shall any waiver constitute a continuing waiver. No waiver shall be binding unless executed in writing by the party making the waiver. 17. NOTICES. Whenever notice, payment or other communication is required or permitted under this Agreement it shall be deemed to have been given when personally delivered or when deposited in the United States mail with proper first class postage affixed thereto and addressed as follows: CONSULTANT Suzanne Hernandez Dba Suzannes Design PO Box 128 Redwood Valley, CA 95470 18. PARAGRAPH HEADINGS. UKIAH City of Ukiah c/o: Mary Horger 300 Seminary Avenue Ukiah, CA 95482 The paragraph headings contained herein are for convenience and reference only and are not intended to define or limit the scope of this agreement. 19. DUPLICATE ORIGINALS. This Agreement may be executed in one or more duplicate originals bearing the original signature of both parties and when so executed any such duplicate original shall be admissible as proof of the existence and terms of the Agreement between the parties. WHEREFORE, the parties have entered this Agreement on the date first written above. CONSULTANT By Title: Owner, Suzannes Design 5 1 11.11A1 1