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HomeMy WebLinkAbout546058 DREAM WARRIOR GROUP INC - CONTRACT - AGREEMENT MISC - DREAM WARRIOR GROUP INCPROFESSIONAL SERVICES AGREEMENT THIS AGREEMENT made and entered into the day and year set forth below, by and between THE CITY OF FORT COLLINS, COLORADO, a Municipal Corporation, hereinafter referred to as the "City" and Dream Warrior Group, Inc., hereinafter referred to as "Professional". WITNESSETH: In consideration of the mutual covenants and obligations herein expressed, it is agreed by and between the parties hereto as follows: 1. Scope of Services. The Professional agrees to provide services in accordance with the scope of services attached hereto as Exhibit "A", consisting of four (4) pages, and incorporated herein by this reference. Irrespective of references in Exhibit A to certain named third parties, Professional shall be solely responsible for performance of all duties hereunder. 2. The Work Schedule. The services to be performed pursuant to this Agreement shall be performed in accordance with the Work Schedule attached hereto as Exhibit "C", consisting of one (1) page, and incorporated herein by this reference. 3. Contract Period. This Agreement shall commence December 5, 2014, and shall continue in full force and effect until June 1, 2015, unless sooner terminated as herein provided. 4. Early Termination by City. Notwithstanding the time periods contained herein, the City may terminate this Agreement at any time without cause by providing written notice of termination to the Professional. Such notice shall be delivered at least fifteen (15) days prior to the termination date contained in said notice unless otherwise agreed in writing by the parties. All notices provided under this Agreement shall be effective when mailed, postage prepaid and sent to the following addresses: Professional: City: Copy to: Dream Warrior Group Attn: LaMae Weber, MBA, CEO 19725 Sherman Way, Suite 385 Winnetka, CA 91306 lamae@dreamwarrior.com City of Fort Collins Attn: Victoria Erickson PO Box 580 Fort Collins, CO 80522 City of Fort Collins Attn: Purchasing Dept. PO Box 580 Fort Collins, CO 80522 In the event of any such early termination by the City, the Professional shall be paid for services rendered prior to the date of termination, subject only to the satisfactory performance of the Professional's obligations under this Agreement. Such payment shall be the Professional's sole right and remedy for such termination. Page 1 of 15 PROFESSIONAL SERVICES AGREEMENT Page 1 of 15 DocuSign Envelope ID: 8A58FBD0-64CF-4D5E-B534-21988D0E1DF1 5. Design, Project Indemnity and Insurance Responsibility. The Professional shall be responsible for the professional quality, technical accuracy, timely completion and the coordination of all services rendered by the Professional, including but not limited to designs, plans, reports, specifications, and drawings and shall, without additional compensation, promptly remedy and correct any errors, omissions, or other deficiencies. The Professional shall indemnify, save and hold harmless the City, its officers and employees in accordance with Colorado law, from all damages whatsoever claimed by third parties against the City; and for the City's costs and reasonable attorney’s fees, arising directly or indirectly out of the Professional's negligent performance of any of the services furnished under this Agreement. The Professional shall maintain commercial general liability insurance in the amount of $1,000,000 combined single limits and errors and omissions insurance in the amount of $1,000,000, in accordance with Exhibit D, consisting of one (1) page, attached hereto and incorporated herein. 6. Compensation. In consideration of the services to be performed pursuant to this Agreement, the City agrees to pay Professional a fixed fee in the amount of Eighteen Thousand Five Hundred Dollars ($18,500.00) which includes any reimbursable direct costs. All such fees and costs shall not exceed Eighteen Thousand Five Hundred Dollars ($18,500.00). Milestone partial payments based upon the Professional's billings and itemized statements in accordance with Exhibit “B” Cost Schedule, consisting of two (2) pages, attached hereto and incorporated herein, are permissible. Final payment shall be made following acceptance of the work by the City. Upon final payment, all designs, plans, reports, specifications, drawings, and other services rendered by the Professional shall become the sole property of the City. Ongoing support, Search Engine Optimization, and Hosting as outlined in Exhibit B at the rate of Seventeen Hundred Forty-Nine Dollars ($1,749.00) per month shall commence upon Final Payment and acceptance of the work by the City. 7. City Representative. The City will designate, prior to commencement of work, its project representative who shall make, within the scope of his or her authority, all necessary and proper decisions with reference to the project. All requests for contract interpretations, change orders, and other clarification or instruction shall be directed to the City Representative. 8. Monthly Report. Commencing thirty (30) days after the date of execution of this Agreement and every thirty (30) days thereafter, Professional is required to provide the City Representative with a written report of the status of the work with respect to the Scope of Services, Work Schedule, and other material information. Failure to provide any required monthly report may, at the option of the City, suspend the processing of any partial payment request. 9. Independent Contractor. The services to be performed by Professional are those of an independent contractor and not of an employee of the City of Fort Collins. The City shall not be responsible for withholding any portion of Professional’s compensation hereunder for the payment of FICA, Workers' Compensation, other taxes or benefits or for any other Page 2 of 15 PROFESSIONAL SERVICES AGREEMENT Page 2 of 15 DocuSign Envelope ID: 8A58FBD0-64CF-4D5E-B534-21988D0E1DF1 purpose. 10. Subcontractors. Professional may not subcontract any of the Work set forth in the Exhibit A, Statement of Work without the prior written consent of the city, which shall not be unreasonably withheld. If any of the Work is subcontracted hereunder (with the consent of the City), then the following provisions shall apply: (a) the subcontractor must be a reputable, qualified firm with an established record of successful performance in its respective trade performing identical or substantially similar work, (b) the subcontractor will be required to comply with all applicable terms of this Agreement, (c) the subcontract will not create any contractual relationship between any such subcontractor and the City, nor will it obligate the City to pay or see to the payment of any subcontractor, and (d) the work of the subcontractor will be subject to inspection by the City to the same extent as the work of the Professional. 11. Personal Services. It is understood that the City enters into the Agreement based on the special abilities of the Professional and that this Agreement shall be considered as an agreement for personal services. Accordingly, the Professional shall neither assign any responsibilities nor delegate any duties arising under the Agreement without the prior written consent of the City. 12. Acceptance Not Waiver. The City's approval of drawings, designs, plans, specifications, reports, and incidental work or materials furnished hereunder shall not in any way relieve the Professional of responsibility for the quality or technical accuracy of the work. The City's approval or acceptance of, or payment for, any of the services shall not be construed to operate as a waiver of any rights or benefits provided to the City under this Agreement. 13. Default. Each and every term and condition hereof shall be deemed to be a material element of this Agreement. In the event either party should fail or refuse to perform according to the terms of this agreement, such party may be declared in default. 14. Remedies. In the event a party has been declared in default, such defaulting party shall be allowed a period of ten (10) days within which to cure said default. In the event the default remains uncorrected, the party declaring default may elect to (a) terminate the Agreement and seek damages; (b) treat the Agreement as continuing and require specific performance; or (c) avail himself of any other remedy at law or equity. If the non- defaulting party commences legal or equitable actions against the defaulting party, the defaulting party shall be liable to the non-defaulting party for the non-defaulting party's reasonable attorney fees and costs incurred because of the default. 15. Binding Effect. This writing, together with the exhibits hereto, constitutes the entire agreement between the parties and shall be binding upon said parties, their officers, employees, agents and assigns and shall inure to the benefit of the respective survivors, heirs, personal representatives, successors and assigns of said parties. Page 3 of 15 PROFESSIONAL SERVICES AGREEMENT Page 3 of 15 DocuSign Envelope ID: 8A58FBD0-64CF-4D5E-B534-21988D0E1DF1 16. Law/Severability. The laws of the State of Colorado shall govern the construction, interpretation, execution and enforcement of this Agreement. In the event any provision of this Agreement shall be held invalid or unenforceable by any court of competent jurisdiction, such holding shall not invalidate or render unenforceable any other provision of this Agreement. 17. Prohibition Against Employing Illegal Aliens. Pursuant to Section 8-17.5-101, C.R.S., et. seq., Professional represents and agrees that: a. As of the date of this Agreement: 1. Professional does not knowingly employ or contract with an illegal alien who will perform work under this Agreement; and 2. Professional will participate in either the e-Verify program created in Public Law 208, 104th Congress, as amended, and expanded in Public Law 156, 108th Congress, as amended, administered by the United States Department of Homeland Security (the “e-Verify Program”) or the Department Program (the “Department Program”), an employment verification program established pursuant to Section 8-17.5-102(5)(c) C.R.S. in order to confirm the employment eligibility of all newly hired employees to perform work under this Agreement. b. Professional shall not knowingly employ or contract with an illegal alien to perform work under this Agreement or knowingly enter into a contract with a subcontractor that knowingly employs or contracts with an illegal alien to perform work under this Agreement. c. Professional is prohibited from using the e-Verify Program or Department Program procedures to undertake pre-employment screening of job applicants while this Agreement is being performed. d. If Professional obtains actual knowledge that a subcontractor performing work under this Agreement knowingly employs or contracts with an illegal alien, Professional shall: 1. Notify such subcontractor and the City within three days that Professional has actual knowledge that the subcontractor is employing or contracting with an illegal alien; and 2. Terminate the subcontract with the subcontractor if within three days of receiving the notice required pursuant to this section the subcontractor does not cease employing or contracting with the illegal alien; except that Professional shall not terminate the contract with the subcontractor if during such three days the subcontractor provides information to establish that the subcontractor has not knowingly employed or contracted with an illegal alien. e. Professional shall comply with any reasonable request by the Colorado Department of Labor and Employment (the “Department”) made in the course of an investigation that the Department undertakes or is undertaking pursuant to the authority established in Subsection 8-17.5-102 (5), C.R.S. Page 4 of 15 PROFESSIONAL SERVICES AGREEMENT Page 4 of 15 DocuSign Envelope ID: 8A58FBD0-64CF-4D5E-B534-21988D0E1DF1 f. If Professional violates any provision of this Agreement pertaining to the duties imposed by Subsection 8-17.5-102, C.R.S. the City may terminate this Agreement. If this Agreement is so terminated, Professional shall be liable for actual and consequential damages to the City arising out of Professional’s violation of Subsection 8-17.5-102, C.R.S. g. The City will notify the Office of the Secretary of State if Professional violates this provision of this Agreement and the City terminates the Agreement for such breach. 18. Special Provisions. Special provisions or conditions relating to the services to be performed pursuant to this Agreement are set forth in Exhibit "E" - Confidentiality, consisting of one (1) page, attached hereto and incorporated herein by this reference. Page 5 of 15 PROFESSIONAL SERVICES AGREEMENT Page 5 of 15 DocuSign Envelope ID: 8A58FBD0-64CF-4D5E-B534-21988D0E1DF1 THE CITY OF FORT COLLINS, COLORADO By: _________________________________ Gerry Paul Director of Purchasing & Risk Management DATE: ______________________________ DREAM WARRIOR GROUP, INC. By: __________________________________ Title: _______________________________ CORPORATE PRESIDENT OR VICE PRESIDENT Date: _______________________________ Page 6 of 15 PROFESSIONAL SERVICES AGREEMENT Page 6 of 15 DocuSign Envelope ID: 8A58FBD0-64CF-4D5E-B534-21988D0E1DF1 12/4/2014 CEO 12/4/2014 EXHIBIT A SCOPE OF SERVICES PLATFORM: ARTdynamix TM XCDS (CMS) Over the years, in response to the needs of our clients, Professional developed a proprietary extended content and data management system called ARTdynamixTM http://www.artdynamix.com. This XCDS provides the responsive, agile platform our clients need to manage their growing and thriving business. With the ARTdynamixTM system in place, Professional can deliver a website that is fully manageable. From our innovative backend dashboard our clients can manage: content and menus, search engine optimization (SEO), multiple domains (including micro-sites), multi- templates, calendars, e-commerce and catalogs and much more. ARTdynamixTM has built-in intuitive and specialized abilities to manage content, media and placement. ARTdynamix is a Platform as a Service, where a onetime fee provides a lifetime license. Professional will provide the site on our server and client will have lifetime license to use our software and the associated backend but will not own our software. In case the City of Fort Collins (City) chooses to change to another vendor, Professional will provide them with all the generated PHP code and the client’s variety of content data to easily implement on another system. (The site will be operational via PHP and a new site would not need to be developed). The City will not have any rights to our software that generates the PHP code, or the administrative modules that manage code generation, debugging, testing or code management process. ARTdynamixTM was designed to readily integrate with third party software such as ticketing, social media marketing and video streaming/players. The system is versatile and can readily adapt to functions included in the initial set-up as well as the changing needs moving forward. Up to eight hours of training is provided in the initial web development proposal. Site Functionality and Interactive Components (Customized) Functionality: • Content pages (client provides content) • Shortcuts (nice URLs) • File Management (uploading – download capable) • Performances & Events • Ticketing Deep links • Show collateral such as news events, audio, program notes, press releases • Calendaring • Promotional Placement • Venues • Gallery Exhibits Page 7 of 15 PROFESSIONAL SERVICES AGREEMENT Page 7 of 15 DocuSign Envelope ID: 8A58FBD0-64CF-4D5E-B534-21988D0E1DF1 • Patron Mail API integration • Show and events specially optimized for Google events • Images/Galleries • Audio Content/Galleries • Video Content/Galleries • Press Releases/press page • Home page promotional areas (designated by design) • Landing pages – template driven as designated by design • Facebook promotional pages • Manage complementary events such as opening nights (pages, event, calendaring, linking to main event) • Widgets (for customized content that can appear on a page by click) • Performance listing filterable and scrollable (genre) • Art galleries • Create show rooms based on artist, subject or date • Promote individual artists, subject or show • Site search Information Architecture – User Interaction The new Lincoln Center website will be designed with an approach focused on key visitors and outcomes. The content will be organized so that current clients or high-valued potential clients will be able to immediately find their information needed or convert to purchase/action. Professional suggests that most events/activities be highlighted in a full width scroller so prospects will immediately access relevant information. This will be flexible and fully editable by the City. The secondary pages will be designed for high impact. Each focus area (performances, education, gallery, etc) will be able to tell their story in a complete manner and utilize as many sub-pages, calendaring, multi-media and other functions as needed. Page 8 of 15 PROFESSIONAL SERVICES AGREEMENT Page 8 of 15 DocuSign Envelope ID: 8A58FBD0-64CF-4D5E-B534-21988D0E1DF1 The media section will consist of three or four columns, with text-based media (News, Press release, Blog snippets, Twitter, Facebook) surrounding the visual elements (photos, videos, presentation snippets [detailed during design]). Use of added media and social media will produce a site with a very high internal linking number which is preferred by Google and will provide opportunity for external linking. Professional notes that information and creative design are driven by the City’s marketing plan and are an integral part of the development process. Site Design (Responsive Design for Mobile) The site will be designed to respond to specific mediums: • Tablets (pads) - the site will be a proportionally responsive design • Smart phones -the front-end user will see a much content lighter version. The information design will emphasize key content elements as determined by site architecture and design Professional will develop responsive information architecture with a world-class look and feel. Vital considerations in design development are the ease-desired activities, clicks to goal page, ‘cow path’ navigation and medium in use. To support a smooth transition, Professional will provide: • Propagation of content from existing site (population of new content as provided) • Scheduled and ad hoc user training. Professional provides up to 6 hours of training as part of our initial contract. Creative Discussion The website look and feel will be based upon the color palette and imagery developed after consultation. The design will be simple and clean with only select colors, fonts and imagery. Professional will provide two versions and explore the preferred version with three rounds of edits. Professional will provide flow charts, diagrams or focus graphics as required. Six hours included in initial development fee for this work. Page 9 of 15 PROFESSIONAL SERVICES AGREEMENT Page 9 of 15 DocuSign Envelope ID: 8A58FBD0-64CF-4D5E-B534-21988D0E1DF1 Social Media Integration The ARTdynamixTM platform has elements on the frontend and backend to make Social Media more productive. These features include: • Icons to send visitors to designated sites • Share features (allows users post designated content or BLOGS to their Social Media accounts) • Facebook promotional tools (develop a site matching page and post to Facebook) • Feeds Project Management Solid and determined project management is essential to the development of a website that is goal focused, visitor oriented and in-line with the brand. Project management tasks to be shared by Professional and City include: • Gathering of images, content, and direction • Team coordination – the right person for the right task • Project scheduling • QA review and scope coordination at every checkpoint • Regular SCRUM with team (impediment removal) • Resource management – making sure the collateral is available and that requests flow seamlessly from City to Professional’s development team ADDED VALUE SUPPORT DETAIL (per additional monthly cost outlined in Exhibit B): • Initial Site Optimization (standard Meta tags, image and density based or provided key words, page headers) in coordination with copy provided. • Search Engine Optimization (SEO) – monthly support includes reporting of placement, word use/placement, competitor research, unpaid link-building and social bookmarking, paid link recommendations as requested, site map, webmaster tools. • Technical Assistance and ongoing training – Professional is a natural collaborator and support system for its client partners. Professional is always available to answer questions and offer advice. More formally, Professional will dedicate 4 hours per month of technical assistance/intervention or programming. This task also includes 4 hours of content support (graphic design not included). • Analytics – at no charge, Professional will install Google Analytics on the site and send simple weekly summary updates. Once per month, Professional will be available for a phone review of results, recommendations and questions. Page 10 of 15 PROFESSIONAL SERVICES AGREEMENT Page 10 of 15 DocuSign Envelope ID: 8A58FBD0-64CF-4D5E-B534-21988D0E1DF1 EXHIBIT B COST SCHEDULE Website with custom design and CMS: $18,500 First Payment – Start of the project – upon execution $ 5,000 2nd Payment – 1st milestone $ 4,000 3rd Payment – 2nd milestone $ 3,000 4th Payment – 3rd milestone $ 3,000 5th Payment – 4th milestone $ 2,000 Final Payment – Soft Launch of the site $ 1,500 Total Implementation Fee (one-time): $18,500 ADDED VALUE SUPPORT DETAIL: Search Engine Optimization/Support, to include the following: Technical Support (4 Hours Monthly / Ongoing) Content Support (4 Hours Monthly / Ongoing) Hosting ($49/month)* standard plan w/daily backups Search Engine Marketing (not including direct advertising costs) Social Media Maintenance Total, Ongoing support package/SEO/Hosting: $1,749/month x 12 months _______________ $20,988/year Page 11 of 15 PROFESSIONAL SERVICES AGREEMENT Page 11 of 15 DocuSign Envelope ID: 8A58FBD0-64CF-4D5E-B534-21988D0E1DF1 (other package options available) Additional Third Party Service Recommendations (approximations): Optional Monthly Payments for Associated Software (to be determined as may be needed): Kaltura Video Management/Sharing/Playlists $ 99.00/mo. ISSUU $ 20.00/mo. Formstack $ 20.00/mo. Mobile Wrapper $ 60.00/mo. Google Mobile Promo Wrapper $ 50.00/mo. Page 12 of 15 PROFESSIONAL SERVICES AGREEMENT Page 12 of 15 DocuSign Envelope ID: 8A58FBD0-64CF-4D5E-B534-21988D0E1DF1 EXHIBIT C PROJECT SCHEDULE TIMELINE Estimated time to launch 12 – 14 weeks (upon execution of Professional Services Agreement): Weeks 1 - 3: • Project Planning • Hosting Arrangements Technical XCDS install begins • Information architecture design of initial site (as requested and indicated by Marketing Director) • Creative Work begins – discussions scheduled, development and design approvals • 1st milestone Weeks 4 - 6 • Template creation from approved design • Technical customization continues • 2nd milestone Week 7 • Content Deployment • 3rd milestone Week 8 • Alpha Review/Initial QA • Application of Edits Week 9 • Beta Review • 4th milestone Week 10 • Application of edits • Final QA • Training Week 11 - 14 • Contingencies • Soft Launch/Launch Page 13 of 15 PROFESSIONAL SERVICES AGREEMENT Page 13 of 15 DocuSign Envelope ID: 8A58FBD0-64CF-4D5E-B534-21988D0E1DF1 EXHIBIT D INSURANCE REQUIREMENTS 1. The Professional will provide, from insurance companies acceptable to the City, the insurance coverage designated hereinafter and pay all costs. Before commencing work under this bid, the Professional shall furnish the City with certificates of insurance showing the type, amount, class of operations covered, effective dates and date of expiration of policies, and containing substantially the following statement: “The insurance evidenced by this Certificate will not reduce coverage or limits and will not be cancelled, except after thirty (30) days written notice has been received by the City of Fort Collins.” In case of the breach of any provision of the Insurance Requirements, the City, at its option, may take out and maintain, at the expense of the Professional, such insurance as the City may deem proper and may deduct the cost of such insurance from any monies which may be due or become due the Professional under this Agreement. The City, its officers, agents and employees shall be named as additional insureds on the Professional 's general liability and automobile liability insurance policies for any claims arising out of work performed under this Agreement. 2. Insurance coverages shall be as follows: A. Workers' Compensation & Employer's Liability. The Professional shall maintain during the life of this Agreement for all of the Professional's employees engaged in work performed under this agreement: 1. Workers' Compensation insurance with statutory limits as required by Colorado law. 2. Employer's Liability insurance with limits of $100,000 per accident, $500,000 disease aggregate, and $100,000 disease each employee. B. Commercial General & Vehicle Liability. The Professional shall maintain during the life of this Agreement such commercial general liability and automobile liability insurance as will provide coverage for damage claims of personal injury, including accidental death, as well as for claims for property damage, which may arise directly or indirectly from the performance of work under this Agreement. Coverage for property damage shall be on a "broad form" basis. The amount of insurance for each coverage, Commercial General and Vehicle, shall not be less than $1,000,000 combined single limits for bodily injury and property damage. In the event any work is performed by a subcontractor, the Professional shall be responsible for any liability directly or indirectly arising out of the work performed under this Agreement by a subcontractor, which liability is not covered by the subcontractor's insurance. C. Errors & Omissions. The Professional shall maintain errors and omissions insurance in the amount of $1,000,000. Page 14 of 15 PROFESSIONAL SERVICES AGREEMENT Page 14 of 15 DocuSign Envelope ID: 8A58FBD0-64CF-4D5E-B534-21988D0E1DF1 EXHIBIT E CONFIDENTIALITY IN CONNECTION WITH SERVICES provided to the City of Fort Collins (the “City”) pursuant to this Agreement (the “Agreement”), the Professional hereby acknowledges that it has been informed that the City has established policies and procedures with regard to the handling of confidential information and other sensitive materials. In consideration of access to certain information, data and material (hereinafter individually and collectively, regardless of nature, referred to as “information”) that are the property of and/or relate to the City or its employees, customers or suppliers, which access is related to the performance of services that the Professional has agreed to perform, the Professional hereby acknowledges and agrees as follows: That information that has or will come into its possession or knowledge in connection with the performance of services for the City may be confidential and/or proprietary. The Professional agrees to treat as confidential (a) all information that is owned by the City, or that relates to the business of the City, or that is used by the City in carrying on business, and (b) all information that is proprietary to a third party (including but not limited to customers and suppliers of the City). The Professional shall not disclose any such information to any person not having a legitimate need-to-know for purposes authorized by the City. Further, the Professional shall not use such information to obtain any economic or other benefit for itself, or any third party, except as specifically authorized by the City. The foregoing to the contrary notwithstanding, the Professional understands that it shall have no obligation under this Agreement with respect to information and material that (a) becomes generally known to the public by publication or some means other than a breach of duty of this Agreement, or (b) is required by law, regulation or court order to be disclosed, provided that the request for such disclosure is proper and the disclosure does not exceed that which is required. In the event of any disclosure under (b) above, the Professional shall furnish a copy of this Agreement to anyone to whom it is required to make such disclosure and shall promptly advise the City in writing of each such disclosure. In the event that the Professional ceases to perform services for the City, or the City so requests for any reason, the Professional shall promptly return to the City any and all information described hereinabove, including all copies, notes and/or summaries (handwritten or mechanically produced) thereof, in its possession or control or as to which it otherwise has access. The Professional understands and agrees that the City’s remedies at law for a breach of the Professional’s obligations under this Confidentiality Agreement may be inadequate and that the City shall, in the event of any such breach, be entitled to seek equitable relief (including without limitation preliminary and permanent injunctive relief and specific performance) in addition to all other remedies provided hereunder or available at law. Page 15 of 15 PROFESSIONAL SERVICES AGREEMENT Page 15 of 15 DocuSign Envelope ID: 8A58FBD0-64CF-4D5E-B534-21988D0E1DF1 DocuSign Envelope ID: 8A58FBD0-64CF-4D5E-B534-21988D0E1DF1