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Contract Number 4305 -.
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"I.
SUNGRAFX INC
WEB SITE - DESIGN/TESTING/MAINTENANCE/MASTERING
EXECUTIVE
PRO
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t
Insurance
Type Amount
Amount
Begin Date
End Date
Review Date
$23600.00
08/28/2002 +
08/27/2003
02/15/2005 =1=
=1=
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$0.00 ..-
05/01/2003 "I..
Insurance Total
Insurance Review Date
Comments
SEE CONTRACT FOR FEES/NEED CERTIFICATE OF INSURANCE
VAULT 01/01/2005
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+Found: 1 Record(s) MAINTAIN Contract Transactions
Contract Number 4305
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Vendor Name SUNGRAFX INC
Subject WEB SITE - DESIGN/TESTING/MAINTENANCE/MASTERING
+Department EXECUTIVE
+Status Code PRO
Amount $23600.00
Begin Date 08/28/2002
Insurance End Date 08/27/2003
Type Amount Review Date 02/15/2005
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Insurance Total $0.00
Insurance Review Date 05/01/2003
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Comments SEE CONTRACT FOR FEES/NEED CERTIFICATE OF INSURANCE
VAULT 01/01/2005
+
PROFESSIONAL SERVICES AGREEMENT
SUNGRAFX, INC.
The City of Bremerton ("City") and Sungrafx, Inc. ("Contractor"), referred to collectively as the
"Parties," enter into the following Agreement for professional services:
I. Scope: The Contractor will perform the services set out in the Scope of Work, which is
attached as Exhibit A and incorporated by reference. The Scope of Work may be modified only
pursuant to Section XI.D of this Agreement. If the Scope of Work provides for unspecified
additional services the City may request, such services shall only be performed upon the express,
written request of the City.
II. Term: This Agreement commences on August 28, 2002 and, unless terminated pursuant
to section XIII, shall remain in effect for twelve (12) months from the date of acceptance of the
Web Site by the City for maintenance of the Web Site
IlL Compensation: In consideration of the services provided pursuant to this Agreement, the
City shall pay Contractor as follows:
A. Design, Testing, Prototype and Final Delivery. A fee of $11,000 shall be paid
as follows: fifty percent (50%) on the signing of this Agreement, twenty five percent (25%) on
the City's acceptance of the prototype and twenty five percent (25%) on the acceptance and
uploading of the final version.
If the initial content delivered by the City causes the Web Site to exceed web design as outlined
in the Scope of Work, the fee for Web Site Development shall be increased by $100 for every
additional Web page.
B. Web Maintenance. Web Site Maintenance. Contractor shall perform Web Site
Maintenance in an amount not to exceed $3,000. The fee shall be billed at $75 per hour, charged
in 15 minute increments on a monthly basis. These compensation provisions for Web Site
Maintenance shall be in effect for twelve (12) months from final acceptance of the Web Site by
the City. Maintenance Fees are to provide support for the Web Site as outlined in the Scope of
Work.
C. Web Mastering. Contractor shall provide Web Mastering support to City
personnel to aid in their understanding and implementation of the new City Web Site and the
routine updating of the site content, as requested by the City. The fee shall be $50 per hour,
charged in 15 minute inurements on a monthly basis, up to a maximum of 192 hours annually.
Web Mastering services shall be provided either on-site, by telephone or e-mail at the
convenience of the City.
Contractor shall invoice the City as fees are due and the City shall pay within 30 days of receipt
of each invoice. Overdue payments shall be subject to interest charges of 1.5%
monthly. Contractor shall not perform work beyond the Scope of Work, nor shall be compensated
for such work, unless the Scope of Work or amount of compensation is modified pursuant to this
Bremerton/Sungrafx, Inc.
Web Site Design
Page 1 of 11
Agreement. All design changes made subsequent to the acceptance of final version must be at
the request of the City and will be in writing.
IV. Reservation of Rights. The City reserves exclusive ownership and use rights in and
of the Web site. Upon final payment for the Web site under Section III A of this agreement, all
rights owned by Contractor as to the design, graphics, and text in this Web site transfer to the
City.
V. Revisions. The Contractor shall be given the first opportunity to make any revisions
requested by the City. Revisions shall be any major changes to design or functionality. If the
revisions are not due to any fault on the part of the Contractor, additional compensation shall be
paid as follows: billed in 15 minute increments at $100/hr. Contractor will provide City a
written estimate of time, cost and a not to exceed amount prior to making revisions to the Web
Site.
IV. Copyright Notice. Copyright notice for the Web Site shall appear in the name of the
City. Other copyright notices, such as for photography, illustration, and music shall be included
as required in the relevant releases.
V. Authorship Credit. Authorship credit in the name of the Contractor shall appear on
the Web Site at the bottom of the page along with the Contractor's email address. If the City
alters the Web Site design, Contractor shall have the right to have Contractor's name removed
from the Web Site.
VI. City Responsibilities and Confidentiality. Any and all Web Site Content that the
City is to supply for the Web Site shall be delivered to the Contractor by September 20, 2002, in
electronic format (delivered on removable storage media or transmitted via the Intemet), and
such supplied Web Site Content shall be in final form and ready for Web Site use. The City shall
proofread and edit such Web Site Content prior to delivery to Contractor, and any additional
work due to corrections of such Web Site Content, file conversions, or scanning of text or images
shall be billed additionally to the fee specified in Section III. The Contractor agrees that any
Web Site Content supplied by the City, whether for the Web Site or in relation to the business
purposes for its development, shall be treated as confidential and neither disclosed to third
parties nor used in any way other than for the development of the Web Site.
VII. Relationship of Parties: Contractor is skilled in the matters addressed in the Scope
of Work and is perfomaing independent functions and responsibilities within its field of
expertise. Contractor and its personnel are independent contractors and not employees of the
City. Contractor and its personnel have no authority to bind the City or to control the City's
employees and other contractors.
As an independent contractor, Contractor is responsible for its own management. The City's
administration and enforcement of this Agreement shall not be deemed an exercise of managerial
control over Contractor or its personnel.
Bremerton/Sungrafx, Inc.
Web Site Design
Page 2 of 11
As an independent contractor, Contractor is responsible for payment of all taxes and licensing
fees necessary to perform its obligations under this Agreement. These taxes and fees include but
are not limited to State industrial insurance, B&O, State professional licensing, and City business
licensing. If any taxes or fees due the City have been declared delinquent, the City may withhold
the delinquent amount, plus any additional charges arising fi.om the delinquency, fi.om any
payments due Contractor.
VIII. Hold Harmless and Insurance: Prior to the commencement date of this Agreement,
Contractor shall provide a certificate of Insurance to the City's Risk Manager verifying the
following coverage: comprehensive general liability ("CGL") and professional liability policies
of at least $1,000,000 per occurrence and including bodily injury and property damage, if
applicable. The CGL shall name the City as an additional insured. Both policies shall remain in
full force and effect, and provide coverage for the full term of this Agreement. The City Risk
Manager may authorize, in writing, a lesser amount of Insurance. Insurer shall provide the Risk
Manager with 30 days' written notice of any cancellation or change of coverage of either policy.
Contractor shall be solely responsible for the acts and failures to act of its personnel which arise
in any way out of performance of this Agreement. Contractor agrees to defend, indemnify, and
hold harmless the City and its officials and employees fi.om and against all liability, loss,
damages, and expenses, including costs and attorneys' fees, resulting fi.om actions, claims, and
lawsuits arising or alleged to have arisen, in whole or in part, out of or in consequence of the acts
or failures to act of Contractor, its employees, its subcontractors, its agents, or its assigns in the
performance of this Agreement. The City and Contractor have specifically negotiated
Contractor's waiver of its immunity under Title 51 RCW, which is hereby waived for purposes
of Contractor's indemnification and hold harmless of the City, including the duty to defend.
This provision shall be inapplicable to the extent such action, claim, or lawsuit is judicially found
to arise solely fi.om the acts or failures to act of the City.
The City warrants that it has the right to enter into this Agreement and that it owns or has
obtained appropriate Web Site usage rights for any Web Site Content supplied by the City to the
Contractor and to this extent, the City shall indemnify and hold harmless the Contractor and its
subcontractors against any and all claims, lawsuits, costs, and expenses, including reasonable
attorney's fees, arising in connection with such rights or ownership interests.
XI. General Conditions:
A. Reports and Information: When requested by the City, Contractor shall furnish periodic
reports and documents on matters covered by this Agreement. The reports and documents shall
be furnished in the time and form requested. Contractor shall maintain accounting records in
accordance with Generally Accepted Accounting Principles (GAAP) to substantiate all billed
amounts.
B. Entire Agreement: This Agreement and its Exhibits constitutes the entire agreement between
the Parties, and the Parties acknowledge that there are no other agreements, written or oral, that
have not been set forth in the text of this Agreement.
Bremerton/Sungrafx, Inc.
Web Site Design
Page 3 of 11
C. Severabilit~: Should any part of this Agreement be found void, the balance of the Agreement
shall remain in full force and effect.
D. Modification: This Agreement may only be modified by written instrument signed by both
Parties.
E. Notices: Notices shall be in writing and delivered to the following addresses: City Address Contractor Address
City of Bremerton Sungrafx, Inc.
239 4~ Street 1480 NW Sid Uhinck
Bremerton, WA 98337 Silvcrdale, WA 98383
F. Waiver: Failure to enforce any provision of this Agreement shall not be deemed a waiver of
that provision. Waiver of any right or power arising out of this Agreement shall not be deemed
waiver of any other right or power.
G. Compliance with Laws: Contractor shall comply with all applicable Federal, State, and local
laws in performing its obligations under this Agreement.
H. Choice of Law and Venue: This Agreement shall be interpreted according to the laws of the
State of Washington. Any judicial action to resolve disputes arising out of this Agreement shall
be brought in Kitsap County Superior Court.
I. Attorneys' Fees: The substantially prevailing Party in any litigation arising out of this
Agreement shall be entitled to its reasonable attorneys' fees and court costs.
XII. Nondiscrimination: Contractor shall not discriminate in employment or services to
the public on the basis of race, color, national origin, sex, religion, age, marital status, or
disability, except for employment actions based on bona fide occupational qualification.
XIII. Termination: This Agreement may be terminated, at will, by the City upon 30 days'
notice to the Contractor. This Agreement may be immediately terminated for cause by a Party if
the other Party substantially fails to perform through no fault of the terminating Party, and the
non-performing Party does not commence correction of the failure of performance within five
days of the terminating Party's sending notice to the non-performing Party. Upon termination
the City will be entitled to reports showing the status of all items listed in the Scope of Work
current through the termination date.
In the event of cancellation by the City, the City shall pay all expenses incurred by the
Contractor as well as fees based on the degree of completion of the Web Site, as determined by
the City.
Bremerton/Sungrafx, Inc.
Web Site Design
Page 4 of 11
Title: /b/~x.~t~r- Title: k/~ k)' · '"
Bremerton/Sungrafx, Inc.
Web Site Design
Page 5 of 11
EXHIBIT A
SCOPE OF WORK
Contractor agrees to perform the following work with respect to the creation, design, deliver end
testing of the Web Site:
A. Prototype. Contractor shall provide City, within 4 weeks of the
commencement of this agreement, a prototype for approval, which shall consist of.'
1. Home page with Key Static elements that may include Government, Business,
Residents, Attractions, Maps, Bus end Ferry Schedules, Announcements, Events
and Commtmity Services and up to seven updateable sections with corresponding
web pages and links as shown by example in Attachment A to this exhibit.
2. The Web pages shall incorporate the look end feel of the Web Site, including type
style, colors, navigational devices, illustrative/photographic styles, buttons, end
related design elements.
3. Navigational flow chart.
B. Web Site l)elivery and Testing. Upon City's approval of the prototype end
receipt of the necessary Web Site Content (including but not limited to text, visual, end sound
elements), the Contractor shall create a fully functional Web Site consisting of web design as
shown by example in Attachment A. After creation of the functional Web Site, the Contractor
shall test the Web Site in a Beta version. In consultation with the City, the Contractor shall make
necessary corrections in the functionality before uploading the final version of the Web Site to
the City's Web server. The final version will be available to the City within 4 weeks of the
City's approval o f the prototype.
C. Web Site Maintenance. Contractor shall maintain the Web Site end incorporate
minor new design features and functional design chenges as requested by the City pursuent to
section III.B of this Agreement. Within seventy two (72) hours of receiving request for
additions/chenges, Contractor will notify City of estimated time end cost to implement.
D. Web Mastering. Contractor shall provide Web Mastering support to City
personnel in the preparation end routine uploading of content for the Web Site end the removal
of obsolete content fi.om the Web Site. These functions may be performed by City personnel or
by the Contractor at the discretion of the City. Content that changes routinely on a weekly or
monthly cycle will be uploaded at a regular day and time within the week or month. Requests to
the Contractor for other uploading or removal of content will be carded out within twenty four
(24) hours of receiving the request and related content.
Bremerton/Sungrafx, Inc.
Web Site Design
Page6 ofll
Attachment "A"
Web Site Content
Updateable Sections
1. What's Happening (Up to 10 Items)
examples: Public Safety
Bond Issue
2. Economic Development (Up to 15 Items)
examples: Conference Center
Government Center
Maritime Park
Ice Arena
Transportation
3. News (Up to 10 items)
4. Announcements/Events (Up to 15 items)
examples: Armed Forces Day
Blackberry Festival
Public Safety
Special Services
5. Community Services (Up to 10 Items)
examples: Parks & Rec. Activities
Council District Meetings
6. A-Z Listing of City Services
7. Survey
Bremerton/Sungratk, Inc.
Web Site Design
Page 7 of 11
Government
Mayor
City Council
Council Agenda
Council Packets
Council Minutes
Municipal Code
Jobs
Economic Development Council
Ma'mstreet Association
Kitsap County Government
State Government
Human Resources Employment
Benefits
Civil Service
Application Forms
Job Links
Police Patrol
Crime Prevention
Block Watch
Traffic Safety
Becoming an Officer
D.A.R.E.
F.A.Q.
Animal Control
Phone Listings
Fire Chief
Fire Marshall
History
Bum Ban info
Photo Gallery
E.M.S.
Public Education
Legal Mission
Press Release
Filing a Claim for Damage
Parks & Recreation Adult Athletics
Aquatics
Arts & Crafts
Community Programs
Golf
Bremerton/Sungrafx, Inc.
Web Site Design
Page 8 of 11
Parks & Facilities
Pre-School Programs
Registration
Senior Center
Special Events
Teen Programs
Youth Athletics
Youth Programs
Public Works Administration
Engineering
Utilities Operations
Equipment Services
Forestry
Public Works Operations
Waste Water Treatment
Water Resources
Water Supplies
Water Conservation
Water Quality
Bremerton Water History
CSO Update
Community Development
Shaping Bremerton
Agendas
Minutes
Forms
Admin Services City Clerk
Information Services
Court Office
BKAT
Finance
Residential
Building
Zoning
Animal Control
Community Access Television
City Clerk
Agenda
Packet
Minutes
Legal Notices
Bids/RFPs
Public Meetings
Bremerton/Sungrafx, Inc.
Web Site Design
Page 9 of 11
City Council
Finance
Mission
Contacts
Addresses
Community Development
Fire Department
Map of Stations
History
Gold Mountain Municipal Golf Courses
Human Resources
Legal
Contacts
Municipal Court
Mayor
Priorities
Newsletter
Municipal Court
Court Info
Directions
Tickets
Parks & Recreation
Public Works & Utilities
About Bremerton, History
Business
Community Access Television (Repeat)
Business Tax & Licensing (Repeat)
City Clerk (Repeat)
City Council (Repeat)
Economic Development (Repeat)
Fire Department (Repeat)
Building (Repeat)
Public Works & Utilities (Repeat)
Zoning (Repeat)
Attractions
Chamber of Commerce
Tourist Activities
Naval Museum
Turner Joy
Kitsap Harbor Tours
Port of Bremerton
Marina
City Parks
County Parks
Bremerton/Sungrafx, Inc.
Web Site Design
Page 10ofll
State Parks
Map
Restaurants
Maps
Transportation
Bus Schedule
Ferry Schedule
Kitsap Regional Library
Concerts
Golf
What's Happening
General Events Calendar
Bus Schedules
Ferry Schedules
Announcements
Search
Feedback
Maps
Bremerton/Sungrafx, Inc.
Web Site Design
Page 11 ofll