HomeMy WebLinkAbout2011-119 ED - Red House Group for EDC Website Design $11,000stn 9
E A ~-
[Departmental Use Only]
TITLE
FY
NORTH CAROLINA
ORANGE COUNTY
SERVICES AGREEMENT UNDER $90,000.00
This Services Agreement (herinafter "Agreement"), made and entered into this 13th day of
May, 2010, ("Effective Date") by and between Orange County, North Carolina a body politic
and corporate of the State of North Carolina (hereinafter, the "County") and Red House Group,
(hereinafter, the "Provider").
WITNESSETH•
That the County and Provider, for the consideration herein named, do hereby agree as
follows:
1. Services
a. Scope of Work.
i) This Agreement is for services to be rendered by Provider to County with respect
to (insert type of project): design, development and interactive mapping
development of new economic development website (see attached).
ii) By executing this Agreement, the Provider represents and agrees that Provider is
qualified to perform and fully capable of performing and providing the services
required or necessary under this Agreement in a fully competent, professional and
timely manner.
iii) Time is of the essence with respect to this Agreement.
iv) The services to be performed under this Agreement consist of Basic Services, as
described and designated in Section 3 hereof. Compensation to the Provider for
Basic Services under this Agreement shall be as set forth herein.
2. Responsibilities of the Provider
a. Services to be provided. The Provider shall provide the County with all services
required in Section 3 to satisfactorily complete the Project within the time limitations set
forth herein and in accordance with the highest professional standards.
b. Standard of Care.
i) The Provider shall exercise reasonable care and diligence in performing services
under this Agreement in accordance with the highest generally accepted standards
of this type of Provider practice throughout the United States and in accordance
with applicable federal, state and local laws and regulations applicable to the
performance of these services. Provider is solely responsible for the professional
Revised July 2010
quality, accuracy and timely completion and/or submission of all work related to
the Basic Services.
ii) Provider shall be responsible for all errors or omissions, in the performance of the
Agreement. Provider shall correct any- and all errors, omissions, discrepancies,
ambiguities, mistakes or conflicts at no additional cost to the County.
iii) The Provider shall not, except as otherwise provided for in this Agreement,
subcontract the performance of any work under this Agreement without prior
written permission of the County. No permission for subcontracting shall create,
between the County and the subcontractor, any contract or any other relationship.
iv) Provider is an independent contractor of County. Any and all employees of the
Provider engaged by the Provider in the performance of any work or services
required of the Provider under this Agreement, shall be considered employees or
agents of the Provider only and not of the County, and any and all claims that may
or might arise under any workers compensation or other law or contract on behalf
of said employees while so engaged shall be the sole obligation and responsibility
of the Provider.
v) Provider agrees that Provider, its employees, agents and its subcontractors, if any,
shall be required to comply with all federal, state and local antidiscrimination
laws, regulations and policies that relate to the performance of Provider's services
under this Agreement.
vi) If activities related to the performance of this Agreement require specific licenses,
certifications, or related credentials Provider represents that it and/or its
employees, agents and subcontractors engaged in such activities possess such
licenses, certifications, or credentials and that such licenses certifications, or
credentials are current, active, and not in a state of suspension or revocation.
3. Basic Services
a. Basic Services. The Services to be rendered pursuant to this Agreement are as follows
(fully describe services to be provided): See attached
4. Duration of Services
a. Term. The term of this Agreement shall be from May 13, 2011 to July 8, 2011
(estimated completion).
b. Scheduling of Services.
i) The Provider shall schedule and perform his activities in a timely manner.
ii) Should the County determine that the Provider is behind schedule, it may require
the Provider to expedite and accelerate his efforts, including providing additional
resources and working overtime, as necessary, to perform his services in
accordance with the approved project schedule at no additional cost to the
County.
Revised July 2010
2
iii) The Commencement Date for the Provider's Basic Services shall be May 13,
2011.
5. Compensation
a. Compensation for Basic Services. Compensation for Basic Services shall include all
compensation due the Provider from the County for all services under this Agreement
except for any authorized Reimbursable Expenses which are defined herein. The
maximum amount payable for Basic Services shall not exceed eleven thousand Dollars
($11,000.00). Payment for Basic Services shall become due and payable within thirty
(30) days of Provider properly invoicing County. Payment shall be subject to provisions
of Section 5(b).
b. Disputes. In the event the amount stated on an invoice is disputed by the County, the
County may withhold payment of all or a portion of the amount stated on an invoice
until the parties resolve the dispute. Should Provider fail to perform its duties under the
terms of this Agreement, County may, without fault or penalty, withhold any payment
associated with the work to be performed until such time as said work is completed.
c. Additional Services. County shall not be responsible for costs related to any services in
addition to the Basic Services performed by Provider unless County requests such
additional services in writing and such additional services are evidenced by a written
amendment to this Agreement.
6. Responsibilities of the County
a. Cooperation and Coordination. The County has designated (Gary Shope) to act as the
County's representative with respect to the Project and shall have the authority to render
decisions within guidelines established by the County Manager and/or the County Board
of Commissioners and shall be available during working hours as often as may be
reasonably required to render decisions and to furnish information.
7. Insurance
a. General Requirements. The Provider shall purchase and maintain and shall cause each
of his subcontractors to purchase- and maintain, during the period of performance of this
Agreement:
i) Worker's Compensation Insurance for protection from claims under workers' or
workmen's compensation acts;
ii) Comprehensive General Liability Insurance covering claims arising out of or
relating to bodily injury, including bodily injury, sickness, disease or death of any
of the Provider's employees or any other person and to real and personal property
including loss of use resulting thereof;
iii) Comprehensive Automobile Liability Insurance, including hired and non-owned
vehicles, if any, covering personal injury or death, and property damage; and
Revised July 2010
iv) Professional Liability Insurance, covering personal injury, bodily injury and
property damage and claims arising out of or related to the performance under this
Agreement by the Provider or his agents, Providers and employees.
b. Insurance Rating. The minimum insurance rating for any company insuring the Provider
shall be Best's A. If the Provider does not meet the insurance requirements, the County's
Risk Manager must be consulted prior to fmalizing this Agreement
c. Limits of Coverage. Minimum limits of insurance coverage shall be as follows:
INSURANCE DESCRIPTION MINIMUM REQUIRED COVERAGE
• Worker's Compensation Limits for Coverage A -Statutory State of N.C.
Coverage B -Employers Liability
$500,000 each accident and policy limit and disease each
employee
• Commercial General Liability $1,000,000 Each Occurrence; $2,000,000 Aggregate.
• Automobile Liability Combined Single Limit $500,000
• Professional Liability NOTE: Insert coverage limits required by Risk Manager if
able.
d. Additional Insured. All insurance policies (with the exception of Worker's
Compensation and Professional Liability) required under this Agreement shall name the
County as an additional insured party. Evidence of such insurance shall be furnished to
the County, together with evidence that each policy provides the County with not less
than thirty (30) days prior written notice of any cancellation, non-renewal or reduction
of coverage.
8. Indemnity
a. Indemnity. The Provider agrees to defend, indemnify and hold harmless the County
from all loss, liability, claims or expense, including attorney's fees, arising out of or
related to the Project and arising from bodily injury including death or property damage
to any person or persons caused in whole or in part by the negligence or misconduct of
the Provider except to -the extent same are caused by the negligence or willful
misconduct of the County. It is the intent of this provision to require the Provider to
indemnify the County to the fullest extent permitted under North Carolina law.
9. Amendments to the Agreement
a. Changes in Basic Services. Changes in the Basic Services and entitlement to additional
compensation or a change in duration of this Agreement shall be made by a written
Amendment to this Agreement executed by the County and the Provider. The Provider
shall proceed to perform the Services required by the Amendment only after receiving a
fully executed Amendment from the County.
Revised July 2010
4
10. Termination
a. Termination for Convenience of the County. This Agreement may be terminated without
cause by the County and for its convenience upon seven (7) days' prior written notice to
the Provider.
b. Other Termination. The Provider may terminate this Agreement based upon the County's
material breach of this Agreement; provided, the County has not taken all reasonable
actions to remedy the breach. The Provider shall give the County seven (7) days' prior
written notice of its intent to terminate this Agreement for cause.
c. Compensation After Termination.
i) In the event of termination, the Provider shall be paid that portion of the fees and
expenses that it has earned to the date of termination, less any costs or expenses
incurred or anticipated to be incurred by the County due to errors or omissions of
the Provider.
ii) Should this Agreement be terminated, the Provider shall deliver to the County
within seven (7) days, at no additional cost, all deliverables including any
electronic data or files relating to the Project.
d. Waiver. The payment of any sums by the County under this Agreement or the failure of
the County to require compliance by the Provider with any provisions of this Agreement
or the waiver by the County of any breach of this Agreement shall not constitute a
waiver of any claim for damages by the County for any breach of this Agreement or a
waiver of any other required compliance with this Agreement.
11. Additional Provisions
a. Limitation and Assi ent. The County and the Provider each bind themselves, their
successors, assigns and legal representatives to the terms of this Agreement. Neither the
County nor the Provider shall assign or transfer its interest in this Agreement without the
written consent of the other.
b. Governing Law. This Agreement and the duties, responsibilities, obligations and rights
of respective parties hereunder shall be governed by the laws of the State of North
Carolina.
c. Dispute Resolution. Any and all suits or actions to enforce, interpret or seek damages
with respect to any provision of, or the performance or non-performance of, this
Agreement shall be brought in the General Court of Justice of North Carolina sitting in
Orange County, North Carolina. It is agreed by the parties that no other court shall have
jurisdiction or venue with respect to such suits or actions. The Parties may agree to
nonbinding mediation of any dispute prior to the bringing of such suit or action.
d. Entire Agreement. This Agreement represents the entire and integrated agreement
between the County and the Provider and supersedes all prior negotiations,
representations or agreements, either written or oral. This Agreement may be amended
Revised July 2010
5
only by written instrument signed by both parties. Modifications may be evidenced by
facsimile signatures.
e. Severability. If any provision of this Agreement is held as a matter of law to be
unenforceable, the remainder of this Agreement shall be valid and binding upon the
Parties.
f. Ownership of Work Product. Should Provider's performance of this Agreement generate
documents, items or things that are specific to this Project such documents, items or
things shall become the property of the County and may be used on any other project
without additional compensation to the Provider. The use of the documents, items or
things by the County or by any person or entity for any purpose other than the Project as
set forth in this Agreement shall be at the full risk of the County.
g. Non-Appropriation. Provider acknowledges that County is a governmental entity, and
the validity of this Agreement is based upon the availability of public funding under the
authority of its statutory mandate.
In the event that public funds are unavailable and not appropriated for the performance of
County's obligations under this Agreement, then this Agreement shall automatically
expire without penalty to County immediately upon written notice to Provider of the
unavailability and non-appropriation of public funds. It is expressly agreed that County
shall not activate this non-appropriation provision for its convenience or to circumvent
the requirements of this Agreement, but only as an emergency fiscal measure during a
substantial fiscal crisis.
In the event of a change in the County's statutory authority, mandate and/or mandated
functions, by state and/or federal legislative or regulatory action, which adversely affects
County's authority to continue its obligations under this Agreement, then this Agreement
shall automatically terminate without penalty to County upon written notice to Provider
of such limitation or change in County's legal authority.
h. Notices. Any notice required by this Agreement shall be in writing and delivered by
certified or registered mail, return receipt requested to the following:
Orange County
Attention:Gary Shope
P.O. Box 8181
Hillsborough, NC 27278
Provider's Name
Red House Group
PO Box 61126
Raleigh, NC 27616-1126
IN WITNESS WHEREOF, the Parties, by and through their authorized agents, have
hereunder set their hands and seal, all as of the day and year first above written.
ORANGE COUNTY:,, ~
>~
By: f
Frank Clifton, Co~~anty Manager
PROVIDER:
By:
Revised July 2010
6
Printed Name and Title
This instrument has been approved as to technical content.
pe, Departmen irector
This instrument has been pre-audited in the manner required by the Local Government Budget
and Fiscal Control Act.
Office of the Finance Director
This inst ent has been approved as to form and legal sufficiency.
~`~'
Office of the Coo; ty Attorney
,;
Revised July 2010
7
May 19, 2011
CONTRACT FOR SERVICES AGREEMENT -REVISED
Client: Orange County Economic Development
Contact: Gary Shope
Date: 5/19/11
Title: Orange County Economic Development Website Redesign
This AGREEMENT is dated and in effect as of MAY 19, 2011, between ORANGE COUNTY
ECONOMIC DEVELOPMENT hereafter referred to as "Client" and RED HOUSE GROUP, INC.,
hereafter referred to as "Agency". This agreement is with respect to the re-design of
ORANGE COUNTY ECONOMIC DEVELOPMENT website, hereinafter referred to as the
"Work." Whereas, Agency is a professional web design firm of good standing; Whereas,
Client wishes Agency to create certain Work described more fully ADENDEUM A
(PROPOSAL); and Whereas, Agency wishes to create such Work; Now, therefore, in
consideration of the foregoing premises and the mutual covenants hereinafter set forth
and other valuable considerations, the parties hereto agree as follows:
CONFIDENTIALITY:
The Client and Agency may disclose confidential information one to the other to facilitate
work under this Agreement. Such information shall be so identified in writing at the time
of its transmittal, and shall be safeguarded and not disclosed to third parties by the
receiving party. Confidential information shall not include information that:
1. is already known to the party to which it is disclosed;
2. is or becomes part of the public domain without breach of this Agreement;
3. is obtained from third parties, which have no obligations to keep confidential to the
parties to this Agreement.
Agency acknowledges that County is a North Carolina local go~rernr~ental entity and as
such is subject to North Carolina Public Records l_a4vs. In the event Agency claims that
information, records, documents, or things created for, used in, or related to the
Red House Group, Inc. • 8801 Fast Park Dr, Ste 301 • Raleigh, NC 27617
Phone 919.747.2698 • JennyTCc~rhgrp.com
May 19, 2011
performance of this Agreement are Proprietary in nature and therefore not subject to
Disclosure under North Carolina Public Records Laws Agency shall identify in writing those
records, documents, or things prior to the commencement date of this Agreement.
Should a public records request be made for information the Agency claims is Proprietary
in nature, County will, within a reasonable time, notify Agency of such public records
request. Agency shall, within five (5} business days of said notification provide notice that
it does or does not object to the County disclosing the requested information pursuant to
the subject public records request.
If Agency objects to the disclosure of the requested information, Agency agrees that it
shall be solely responsible for the defense of and the cast of defending any claim or
complaint against the County based upon the County's refusal to disclose information
Agency claims is Proprietary in nature. Agency agrees that if any such complaint or claim
is filed it will indemnify and reimburse the County for. any and afi damages awarded
against County for County's refusal to disclose information Agency claims is proprietary in
nature.
Agency agrees that it releases County from all loss, liability, claims or expense, including
attorney's fees, arising out of or related to the release or disclosure or failure by the
County to release or disclose information Agency claims is Proprietary in nature. Agency
further agrees that it waives the right to file any court action for any such release,
disclosure, or failure to release or disclose information Agency claims is Proprietary in
nature.
DESCRIPTION OF WORK:
A separate Proposal will describe the Work that is required of Agency for the Client.
PAYMENT SCHEDULE:
The full length of this contract. is as follows:
Starting date is the 13th day of May, 2011 and estimated completion* date is the 8th day
of July, 2011 for the total amount of $11,000.
Client shall pay Agency $5,500.00, as a deposit for project commencement.
The balance of $5,500.00 is due on completion date, and prior to file relinquishment, or
upload and/or assembly of website on Client's web server.
Red House Group, Inc. • 8801 Fast Park Dr, Ste 301 • Raleigh, NC 27617
Phone 919.747.2698 • JennyTCc~rhgrp.com
May 19, 2011
DUE DATES:
Agency agrees to deliver samples of design on dates as agreed upon in the Proposal
timeline. Agency will make every effort to meet agreed upon due dates. The Client should
be aware that failure to submit required information or materials may cause subsequent
delays in the production. Client delays could result in significant delays in delivery of
finished work.
FEES & ADDITIONAL SERVICES:
Changes in client input or direction or excessive changes will be charged at $100 PER
HOUR per a written change order. Any work the Client wishes Agency to create, which is
not specified in the ADENDUM A (PROPOSAL) will be considered an additional service.
Such Work shall require a separate Agreement and payment separate from and above
that specified in this Agreement.
EXPENSES:
Client agrees to reimburse Agency for any of the following expenses necessary in
completion of the Work: (e.g. Fonts, Messengers, Proofs, Props, Shipping, Software,
Travel, Telephone Consultation)
RESERVATION OF RIGHTS:
All rights not expressly granted hereunder are reserved to Agency, including but not
limited to all rights in sketches, comps, or other preliminary .materials.
PERMISSIONS AND RELEASES:
The Client agrees to indemnify and hold harmless Agency against any and all claims,
costs, and expenses, including attorney's fees, due to materials included in the Work at
the request of the Client for which no copyright permission or previous release was
requested or uses which exceed the uses allowed pursuant to a permission or release.
COPYRIGHT NOTICE:
Copyright is in Agency's name. Upon completion of Work, the copyright will only be
released to the Client upon the Agency's signing of the Release of Copyright.
TERMINATION:
Either party may terminate this Agreement by giving 60 days written notice to the other
of such termination. In the event that Work is postponed or terminated at the request of
the Client, Agency shall have the right to bill pro rata for work completed through the date
of that request, while reserving all rights under this Agreement. If additional payment is
due, this shall be payable within thirty days of the Client's written notification to stop
work. In the event of termination, the Client shall also pay any expenses incurred by
Agency and the Agency shall own all rights to the Work. The Client shall assume
responsibility for all collection of legal fees necessitated by default in payment.
Red House Group, Inc. • 8801 Fast Park Dr, Ste 301 • Raleigh, NC 27617
Phone 919.747.2698 • )ennyTCc~rhgrp.com
May 19, 2011
The Client and Agency are independent parties and nothing in this Agreement shall
constitute either party as the employer, principal or partner of or joint venture with the
other party. Neither the Client nor Agency has any authority to assume or create any
obligation or liability, either express or implied, on behalf of the other.
This Agreement shall be governed by and construed in accordance with the laws of
NORTH CAROLINA applicable therein. Ali disputes shall be brought in
the General Court of Justice of North Carolina, sitting in Orange County.
The undersigned agrees to the terms of this agreement on behalf of his or her
organization or business.
On behalf of the. Client:
Date S~2`~-i'
On behalf of Agency:
Date ^ c~
Red House Group, Inc. • 8801 Fast Park Dr, Ste 301 • Raleigh, NC 27617
Phone 919.747.2698 • )ennyTCa~rhgrp.com
May 12, 2011
ADDENDUM A: PROPOSAL
Client: Orange County Economic Development
Contact: Gary Shope
Date: 5/12/2011
Title: Addendum A: Website Redesign Proposal
Description: Contract outlining the scope of work and deliverables that Red House
Group (RHG) will provide to complete the development of the Orange
County Economic Development (OCED) website.
Design: Cost = $2,500
Key Messaging -RHG will begin by determining the tone, key messages and how your
organization will be positioned in the marketplace. The key messages will act as
cornerstones to all your other marketing efforts, helping your organization to bring
consistency to its overall marketplace message.
Design - We will design the homepage and secondary text page templates using any
existing brand elements to stay consistent with your marketing collaterals.
Deliverables -Development of cornerstones, positioning statement, creative concept for
home page and secondary page, client review, creative development, copywriting, graphic
design, production, client presentation and project management.
Development: Cost = $3,500
Site Map -RHG will develop a site map that outlines the overall structure of the website
based on the approved key messages and design.
Red House Group, Inc. • 8801 Fast Park Dr, Ste 301 • Raleigh, NC 27617
Phone 919.747.2698 • JennyTCc~rhgrp.com
May 12, 2011
Content Development - OCED will be responsible for supplying copy/content required
for the website and RHG will word-smith, organize and enter the content into the HTML
site. The writing and development process will be a joint effort. RHG will research
photography and digital assets to include in the website. 25 royalty-free i5tock images are
included.
Programming -After the custom design and site map have been approved, RHG will
begin programming the site into HTML, coding any special enhancements and testing
across multiple browsers. In addition to a custom design, all of RHG's websites include
these features:
• Contact forms results sent via email to specified client account(s). Includes Thank You
page upon successful submission.
. Keyword Meta Tags -full set of Meta Tags based on identified important keywords.
. Build-out of WordPress CMS.
.Installation of Google Analytics (standard style provided free of charge from Google).
• Google site-map setup and registration.
• Final delivery of the site to our hosting platform or in an electronic format, if applicable.
• 30-day warranty for minor text/graphic edits as well as system errors.
. First year hosting included. $240 per year thereafter.
CMS Installation - We will install WordPress CMS by using a WordPress Template
("Theme") based on our custom design, and program minor customization of any pre-
existing WordPress plug-ins/extensions.. (A full list of these extensions can be found at:
http://wordpress.org/extend/pluains) WordPress provides dynamic and user-friendly input
with functions that also allow easy additions and overall customization of your website.
Features & Benefits of WordPress:
• Content management (Add or Remove Content/Pages, Edit Existing Content/Pages)
. Drag-and-Drop menu management
. RSS feeds
.Online submission contact forms
. Easily upload and embed images, video and audio or "podcasts"
CMS Training -RHG provides a standard training package that includes:
. Access to our online help pages (http://www.rhgrp.com/cros-help-pages/)
. Email support at CMSsupportCa~rhgrp.com
. Two 1-hour training sessions
. Training videos/tutorials and additional training sessions are available and will be
estimated depending on your specific needs.
Deliverables -Presentation of information architecture, site-map content and creation
schedule, research, coordination and sorting digital assets, photography selection and
research, word-smithing and organizing copy, installation of WordPress CMS (additional
plug-ins not included), entering all website content, testing and retesting the site until
error-free, (2) 1-hour training sessions, migration of site to new hosting platform,
installation of Google Analytics, and first year hosting. After the first year, hosting is
$240 per year thereafter.
Red House Group, Inc. • 8801 Fast Park Dr, Ste 301 • Raleigh, NC 27617
Phone 919.747.2698 • JennyTCa~rhgrp.com
May 12, 2011
Interactive Mauuing: Cost = $5,000
Design -RHG will integrate interactive maps into your site and CMS that showcase your
available commercial properties. We will integrate interactive mapping to showcase the
location and its features, inventory available, lead capture integration to qualify potential
relocating businesses and provide linkage to your site location partners.
Production -First RHG wilt establish the overall look and feel for each map to ensure
consistency throughout the site. Then we will overlay any specifics, like infrastructure,
utilities, locator features, etc. OCED will be responsible for supplying high-resolution CAD
drawings, location specifics and pertinent data to each location.
Deliverables
. WordPress Template
. Property Management within WordPress admin
.Advanced search feature
. Google Maps integration to include:
- Per property map(s)
- Regional maps (collection of properties, to be "collected" however needed and
could be by geographic region, districts/zones, neighborhoods, etc.)
• Interactive map
(OPTIONAL) Video Development, Production & Web Integration $5,500
Development -RHG will create a storyboard and script for a video that will be approx. 5
minutes long designed to be broken out into 1-1.5 minute segments.
Production -RHG will handle the coordination of any casting for talent, interviews,
music, filming, production, editing of the video and integration into the website.
Deliverables -Creation of a 5-minute video broken into 3 - 5 one or two minute video
segments. Includes art direction, research, development, scripting, storyboarding,
casting, filming, editing,, rendering and final production. Does not include talent, music or
renewal fees.
* Example of type of video being estimated:
http://www.youtube.com/watch?v=P FpiaysUjk
In order for RHG to begin work on this agreement, signatures are required.
Orange County Economic D~yelopment
Signature: ~ j' ,~~, {' Date: `" '~ °~
Signature: J~%~~~(~1 ~ Date: ~ ~T~" j~
Red House Group, Inc. • 8801 Fast Park Dr, Ste 301 • Raleigh, NC 27617
Phone 919.747.2698 • JennyTCa~rhgrp.com