HomeMy WebLinkAboutTouch Point Designs, LLC 2016-07-01COU No. 1617-093
AGREEMENTFOR
PROFESSIONAL CONSULTING SERVICES
[Mobile Application Developer]
This Agreement, made and entered into this 1st day of July , 2016 ("Effective Date"), by and
between CITY OF UKIAH, CALIFORNIA, hereinafter referred to as "City" and Touch Point Designs,
LLC, a limited liability company organized and in good standing under the laws of the state of
Montana, hereinafter referred to as "Consultant".
RECITALS
This Agreement is predicated on the following facts:
a. City requires consulting services related to development of a mobile app for the visitor
attraction program.
b. Consultant represents that it has the qualifications, skills, experience and is properly licensed
to provide these services, and is willing to provide them according to the terms of this
Agreement.
C. City and Consultant agree upon the Scope -of -Work and Work Schedule attached hereto as
Attachment "A", setting forth the completion dates for the various services to be provided
pursuant to this Agreement. In any conflict or inconsistency between this Professional Services
Agreement (PSA) and Exhibit A, the terms of this PSA shall prevail.
TERMS OF AGREEMENT
1.0 DESCRIPTION OF PROJECT
1.1 The Project is described in detail in the attached Scope -of -Work (Attachment "A").
2.0 SCOPE OF SERVICES
2.1 As set forth in Attachment "A".
2.2. Additional Services. Additional services, if any, shall only proceed upon written agreement
between City and Consultant. The written Agreement shall be in the form of an Amendment to
this Agreement.
3.0 CONDUCT OF WORK
3.1 Time of Completion. Consultant shall commence performance of services as required by the
Scope -of -Work upon receipt of a Notice to Proceed from City and shall complete such services
to the City's reasonable satisfaction, even if contract disputes arise or Consultant contends it is
entitled to further compensation.
4.0 COMPENSATION FOR SERVICES
4.1 Basis for Compensation. For the performance of the professional services of this Agreement,
Consultant shall be compensated on a project basis not to exceed a guaranteed maximum
dollar amount of $4,750.
4.2 Changes. Should changes in compensation be required because of changes to the Scope -of -
Work of this Agreement, the parties shall agree in writing to any changes in compensation.
"Changes to the Scope -of -Work" means different activities than those described in Attachment
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"A" and not additional time to complete those activities than the parties anticipated on the date
they entered this Agreement.
4.3 Sub -contractor Payment. The use of sub -consultants or other services to perform a portion of
the work of this Agreement shall be approved by City prior to commencement of work. The
cost of sub -consultants shall be included within guaranteed not -to -exceed amount set forth in
Section 4.1.
4.4 Terms of Payment. Payment to Consultant for services rendered in accordance with this
contract shall be made in two installments; one half ($2,375) due at contract signing and one
half due upon completion of project.
5.0 ASSURANCES OF CONSULTANT
5.1 Independent Contractor. Consultant is an independent contractor and is solely responsible for
its acts or omissions. Consultant (including its agents, servants, and employees) is not City's
agent, employee, or representative for any purpose.
It is the express intention of the parties hereto that Consultant is an independent contractor
and not an employee, joint venturer, or partner of City for any purpose whatsoever. City 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 activity shall be so informed.
Those provisions of this Agreement that reserve ultimate authority in City 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 City.
Consultant 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. Consultant agrees to indemnify and hold City 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 that it will use in performing under this Agreement.
5.2 Conflict of Interest. Consultant understands that its professional responsibility is solely to City.
Consultant has no interest and will not acquire any direct or indirect interest that would conflict
with its performance of the Agreement. Consultant shall not in the performance of this
Agreement employ a person having such an interest. If the City Manager determines that the
Consultant has a disclosure obligation under the City's local conflict of interest code, the
Consultant shall file the required disclosure form with the City Clerk within 10 days of being
notified of the City Manager's determination.
6.0 INDEMNIFICATION
Consultant agrees, for the full period of time allowed by law, surviving the termination of this
Agreement, to indemnify the City for any claim, cost or liability that arises out of, or pertains to,
or relates to any negligent act or omission or the willful misconduct of Consultant and its
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agents in the performance of services under this contract, but this indemnity does not apply to
liability for damages for death or bodily injury to persons, injury to property, or other loss,
arising from the sole negligence, willful misconduct or defects in design by the City, or arising
from the active negligence of the City.
"Indemnify," as used herein includes the expenses of defending against a claim and the
payment of any settlement or judgment arising out of the claim. Defense costs include all
costs associated with defending the claim, including, but not limited to, the fees of attorneys,
investigators, consultants, experts and expert witnesses, and litigation expenses.
References in this paragraph to City or Consultant, include their officers, employees, agents,
and subcontractors.
7.0 CONTRACT PROVISIONS
7.1 Documents and Ownership of Work. All documents furnished to Consultant by City and all
work prepared by Consultant under this Agreement are owned and become the property of the
City upon their creation and shall be given to City immediately upon demand and at the
completion of Consultant's services at no additional cost to City. Deliverables are identified in
the Scope -of -Work, Attachment "A".
7.2 Governing Law. Consultant shall comply with the laws and regulations of the United States,
the State of California, and all local governments having jurisdiction over this Agreement. The
interpretation and enforcement of this Agreement shall be governed by California law and any
action arising under or in connection with this Agreement must be filed in a Court of competent
jurisdiction in Mendocino County.
7.3 Entire Agreement. This Agreement plus its Attachment(s) and executed Amendments set forth
the entire understanding between the parties.
7.4 Severability. If any term of this Agreement is held invalid by a court of competent jurisdiction,
the remainder of this Agreement shall remain in effect.
7.5 Modification. No modification of this Agreement is valid unless made with the agreement of
both parties in writing.
7.6 Assignment. Consultant's services are considered unique and personal. Consultant shall not
assign, transfer, or sub -contract its interest or obligation under all or any portion of this
Agreement without City's prior written consent.
7.7 Waiver. No waiver of a breach of any covenant, term, or condition of this Agreement shall be a
waiver of any other or subsequent breach of the same or any other covenant, term or condition
or a waiver of the covenant, term or condition itself.
7.8 Termination. This Agreement may only be terminated by either party: 1) for breach of the
Agreement; 2) because funds are no longer available to pay Consultant for services provided
under this Agreement; or 3) City has abandoned and does not wish to complete the project for
which Consultant was retained. A party shall notify the other party of any alleged breach of the
Agreement and of the action required to cure the breach. If the breaching party 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. City shall pay the Consultant only for
services performed and expenses incurred as of the effective termination date. In such event,
as a condition to payment, Consultant shall provide to City all finished or unfinished
documents, data, studies, surveys, drawings, maps, models, photographs and reports
prepared by the Consultant under this Agreement. Consultant shall be entitled to receive just
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PAGE OF 5
and equitable compensation for any work satisfactorily completed hereunder, subject to off -set
for any direct or consequential damages City may incur as a result of Consultants breach of
contract.
79 Duplicate Originals. This Agreement may be executed in duplicate originals, each bearing the
original signature of the parties When so signed, each such document shall be admissible in
administrative or judicial proceedings as proof of the terms of the Agreement between the
parties.
:• M1•
Whenever notice is permitted or required under the terms of this AGREEMENT, it shall be
deemed given and received when personally delivered or delivered by ovemight courier such
as Federal Express or UPS, or when received by fax or email, with an acknowledgment of
receipt, or 48 hours after deposit in the United States mail with proper First Class postage
affixed to the envelop. All such notices shall use the following address, fax or email address:
CONTRACTOR
Attention:
Touch Point Designs, LLC
P.O. Box 821
Email: Cody@interactivetravetguides.com
9.0 SIGNATURES
CITY
Attention: Shannon Riley, Visit Ukiah
City of Ukiah
Ukiah Civic Center
300 Seminary Ave.
Ukiah, CA. 95482
Email: sriley@cityofukiah.com
IN WITNESS WHEREOF, the parties have executed this Agreement the Effective Date:
CONSULTANT
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CITY OF UKIAH
BY:
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CITY CLERK
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Touch Point Designs - ProfSmAgreement-July 1, 2016
PAGE OF 5
7l� -,-> //
Date
July 18, 2016
Mary Horger, Purchasing Supervisor
City of Ukiah
300 Seminary Avenue
Ukiah, CA 95482
Re: Development of Visit Ukiah mobile app
Dear Mary,
City of Ukiah
Visit Ukiah has elected to hire Touch Point Designs to develop a mobile app for the program.
This sole source procurement is justified because:
Touch Point Designs is significantly less expensive that other providers researched. The total
price is $4,750 versus $10,000 and up from other providers.
Touch Point Designs specializes in interactive apps for travel destinations, making them a
specialist in the field.
Touch Point Designs has the capacity to complete the job on a flexible timeline. There may be
periods of time where Visit Ukiah staff is unable to devote much time to this project; TPD is
flexible and can restart work as needed without additional charges.
If you have any questions or concerns, please feel free to contact me.
Thank you,
Shannon Riley
Senior Management Anal
300 Seminary Avenue • Ukiah • CA • 95482-5400
Phone: (707)463-6200 • Fax: (707)463-6204 •www.cityofukiah.com
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DEPT. HEAD OR AUTHORIZO AGENT
Ukiah, California
Interactive Travel Guide
Attention:
Today's Date:
Poject Timeline and Expectations
PHASE ONE (1) : PROJECT INITIATION
Designer and Client establish goals, expectations, timeline, and deadlines.
Designer and Client sign contract. Client pays deposit.
PHASE TWO (2) : STRATEGY and DEVELOPMENT
Branding needs are established: logo, font, colors, etc..
Shared Dropbox folder is created for sharing images, text, and proofs.
Client shares copy, images, videos, etc. to Dropbox folder.
App proofing process explained; Twixl Viewer app installed on Client's phone.
General outline of app is created by Designer and refined by Client.
PHASE THREE (3) : PRODUCTION I PHONE
Designer creates app for phone platform. Proof shared with Client.
Client makes recommendations & requests - Designer refines the app.
Repeat above step until Client is satisfied.
PHASE FOUR (4) : PRODUCTION I TABLET
Designer converts layout & design from Phase 3 for tablets. Proof shared with Client.
Client makes final recommendations & requests.
PHASE FIVE (4) : LAUNCH
Designer creates the icon and loading screens. Proofs shared with Client.
Client provides the app description, name, and search keywords.
Designer works with Apple and Google to upload the app to the app stores.
PHASE SIX (6) : PROJECT COMPLETION
Marketing files submitted to Client, including graphics, links, OR codes, etc.
Upon complete satisfaction, Designer submits final invoice & Client makes payment.
(020'6 1 Interactive Travei Gude Proposal & Contract I Page ,
Terms & Conditions
1. Time for Payment. A 50%, non-refundable deposit is due upon the signing of the contract, The
final 50% is due upon the successful upload to the app(s) store.
2. Estimates. The total cost shown in this contract is an estimate only and is good for six months
from the date on page one (1), The final cost will be submitted in the final invoice noted above, If
the Designer reasonably anticipates the final cost to exceed the original estimate contained in this
contract by 10%, then the Designer shall seek the Client's approval and have the right to suspend
the work without liability and with a day -for -day extension of any subsequent deadlines until the
Client shall have provided such approval or agreed upon a reduction in scope.
3. Changes. Client agrees that the Designer may proceed based upon oral authorizations of
changes, which are reasonably and promptly followed up with written confirmations (email). Except
as set forth in the preceding sentence, any modifications of this Agreement must be in writing. If
Client requests changes from the original scope of work, Client shall be responsible for payment
therefore; however, if Designer has failed to produce work consistent with the original assignment
(as it may have been changed by mutual agreement), Designer shall be responsible for the costs
and expenses thereof.
4. Cancellation. In the event of cancellation of this contract for any reason, the Designer shall
hold the copyright to the unfinished work and all elements thereof. The Designer shall also retain
any original files. The Client shall pay a cancellation fee for the work completed based upon the
contract price and the percentage of completion.
5. Releases. The Client is responsible for obtaining all usage rights to any art, digital content, or
photographs supplied by the Client to the Designer. The Client will indemnify Designer against any
and all claims and expenses, including reasonable attorneys' fees for all uses of the works of others
in excess of the anticipated scope of use of the project.
6. Copyright. Upon completion of the app, the client will be given all design files (upon request) and
hold the copyright to all said material.
02015 1 Interactive Travel Guide Proposal & Ccntract I Page 2
Base Design Fee $ -V-9-0 -- _ _ _-
Price Per Platform $ --25 _--
iPhone Phone
iPad ( j j Tablet
App Subtotal $ —00
Estimated Total
Paymen1-.hed
Amount Due at Contract Signing: (50'Yo) $ __Z3
Amount Due at Final Invoice: (501/0) $ 42.33
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Client (Responsible Party)
Name:
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Date:
Designer I Owner
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Date: —_-___-711.1
Send Payments To:
Touch Point Designs, LLC
P.O. Box 821
Corvallis, MT 59828