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HomeMy WebLinkAbout10- Media Works Prof. Services Agreement for NSURB websitePROFESSIONAL, SERVICES AGREEMENT THIS IS AN AGREEMENT made as of ,between THE CITY OF BO2EtiIAN, a Municipal Corporation, Bozeman, Montaha, 5 715 (OWNER) and Media Works (MEDIA WORKS), 3602 rood Medicine Way, Bozeman, Montana, 59715, Whereas the accomplishment of the work and services described in this Agreement is essential to the OWNER and the North Seventh Urban Renewal Board for the dissemination of urban renewal infonnation. Whereas the OWNER intends to and has selected MEDIA WORKS to provide necessary and professional website design services for the project. Whereas MEDIA WORKS represents that it is willing and qualified to perform the professional website design services for this project described in this Agreement. Therefore, in consideration of the foregoing recitals and the mutual covenants and conditions contained herein, the parties agree as follows: ARTICLE 1 - MEDIA WORKS' SERVICES 1.1. The detailed description of the specific project components is described as follows: To create a website for the North Seventh Urban Renewal Board for the dissemination of blight clearance and urban renewal information including but not limited to project updates, Redevelopment Incentive Programs, outreach events and meeting information (agendas, minutes, special presentations, etc.). ARTICLE 2 - MEDIA WORKS' RESEQNSIBILITIES 2.1. MEDIA WORKS shall perform for OWNER professional services in all phases of the Project to which this Agreement applies as hereinafter provided. These services will include, but not be limited to, serving as OWNER's professional representative for the Project, providing professional consultation and advice and furnishing customary services incidental thereto, 2.2. MEDIA WORKS shall furnish all labor, materials, equipment, supplies, and incidentals necessary to conduct and complete the MEDIA WORKS'S portions of the Project and to prepare and deliver to the OWNER all data, reports, plans, specifications, and recommendations as designated herein. 2.3. MEDIA WORKS shall ascertain such infonnation as may have a bearing on the work from local units of government, public, and private organizations and shall be authorized to procure information from other authorities as to the extent of these contacts and the results thereof. 2.4. MEDIA WORKS'S work shall be in accordance with the standards of soured practices. 2.5. MEDIA WORKS shall naive a Principal -Ire- Charge for the duration of the project, The Principal - In- Charge shall be Martha A . Lonner 2.6. MEDIA WORKS shall name a Project Manager who shall be the liaison between the MEDIA 40 WORKS and the OWNER. The Project Managers shall be Kory Sutherland and Kathy Lange. The OWNER may name a Task Director who would be the liaison between MEDIA WORKS and the OWNER during the design segment of the Project. 2.7. MEDIA WORKS shall submit an estimated progress schedule at the beginning of the work, and monthly progress reports thereafter until the project is completed. ARTICLE 3 - OWNER'S RESPONa.1BILITIES 3.1 The OWNER shall name a Task Director who shall be the liaison between MEDIA WORKS and the OWNER during DESIGN segment of the Project, The Task Director designated shall be Keri Thorpe, Ass Planner, 3.2 The OWNER shall have the light of review and examination of MEDIA WORKS' work at all times. ARTICLE 4 - BASIC SERVICES MEDIA WORKS shall render professional Services as follows: MEDIA WORKS shall render the following professional website design services: 4,1.1 Design & Development of the Bozeman North 7th Urban Renewal Board & District website as a fully "dynamic" site that is easily client-editable & user-interactive: A. Initial meeting with client to establish & organize the site hierarchy, navigation and ideas for site research. MEDIA WORKS understands the desired site to have 6 MAIN pages (Home, District News, Meetings, Past and Present, N7Rehab & Contact Us). The client may create, edit, or move pages & news articles as desired once MEDIA WORKS has completed programming the site. 4,1.2 Steps in Website Development: MEDIA WORKS will propose a visual look for the Bozeman North 7th Urban Renewal Board & District website that is clean, vibrant, easy to navigate, appealing to the target audience & professionally fitting to the organization image, MEDIA WORKS will base the updated look upon research of the client & target audience, as well as needs and/or any requested functionality expressed by the client, A. The site is to be quick loading, compatible w all Internet browser programs, accessible to search engines & persons with impairrilents & disabilities (in accordance with W3C & ADA guidelines), and conducive to promoting interest in Bozeman North 71h Urban Renewal Board & District information & services, B. MEDIA WORKS will provide a "test site" area on their wcbserver for client proofing at- http://northseventh.mediaworksmt.com/ C. Client provides feedback based on "test site" D. MEDIA WORKS provides rounds of edits and changes with client input as allowed by budget. Additional rounds of edits may be authorized by the client at an added cost. 1.�- E. MEDIA WORKS launches final version of the website with client signature sign-off, 4.1.3 MEDIA WORKS will program the site using the following page structure: 6 initial MAIN pages, 4 initial SUB-LEVEL pages 1. Home 2. District News • Updates • Construction • Events • Calendar 3. Meetings 4. Past and Present 5. N7Rehab 6. Contact Us Programming Includes: A. Coding the site to be search-engine friendly, which contributes to Search Engine Optimization (SEO) B. Optimizing all photos, graphics and files for quick page loading C. Ensuring the security of web forms where visitors would provide private/sensitive information D. Content for new pages is to be provided by the client in a digital form, such as typed e- mail(s) or Microsoft Word file(s), or the client may add the new content by accessing the website administration systern. E. New photos & graphics supplied by the client are to be in a digital form, such as JPEG, PNG, EPS, PSD, or PDF. Digital stock photos can also be purchased fi Media Works' photo library, or iStockPhoto. corn for $5420 ea. if needed. Photos will be adjusted for color balance, clarity, contrast, shadows/highlights, etc, if necessary. F. Easy-to-edit web pages, a comprehensive web traffic reporting package, an automatic sitemap, and automatic RSS/ATOM news-reader feeds (when applicable). G. Media Works will program the site for online proofing. 1. Provide working previews of the website for review online as work progresses using Media Works' test site for client input and evaluation. Test site may be viewed online at the client's convenience. 2. Make final revisions and provide final preview for signature sign-off. H. Installation on Web Server: Upload new site to server and test the site online to ensure functionality & compatibility, 1. Client training for adding/i website pages & content, Meeting at MEDIA WORKS' office or via a live "screen-cast" to demonstrate to client how to add or modify text photos, pages and news items, Live "screen-cast" is a live visual demonstration and phone call, where client can see MEDIA WORKS' screen and ask questions. (Requires a high-speed Internet connection,) ,3 4.1.4 MEDIA WORKS will program the site using the following Programming & Development Strategy: A. Content Management System; The website is built upon a lightweight & secure Content Management System that provides Bozeman North 7' Urban Renewal Board & District administrative users the ability to add, modify & delete pages, news articles, and text/image content therein, as well as grant these privileges to additional users if desired. B. Internal Keyword Search A keyword search is built in to the Content .Management System and references all pages & news articles, as well as any text / image / multimedia content therein. To ensure the keyword search is optimally useful for visitors, results are presented in order of inost relevant to least relevant, with each result displaying a thumbnail image (if a photo or graphic is available), clickable title (to view the complete page content or event details) and a short excerpt fi the page or event text, C. Accessibility of Website All page content & news articles are accessible to search engines (i.e. Google, Yaho Bing/MSN, Ask.com, etc.) so that they may be easily found by visitors from outside of the website. Users may furthermore subscribe to a news and/of events RSS feed to receive instant updates about newly-added events/articles via their e-mail software / RSS aggregator / personalized - news page. In addition, all site content is coded in a logical manner which makes it accessible to persons with visual impairment (screen readers & magnifiers), and visually presented in a manner that makes it easily distinguishable & navigable by persons with color blindness (Protanope, Deuteranope, Tritanope) and/or cognitive disabilities. The website will be designed to meet • AA Convention prescribed in Version 2.0 of the W3C "Web Content Accessibility Guidelines (WCAG)" • Section 508 "electronic& LT Accessibility Standards" of the U.S. Rehabilitation Act • Usability,gov Accessibility Guidelines • ADA Title 11 State & Local Nondiscrimination Requirements, AND a link to the Media Works Website Accessibility Policy will be provided on the NSURB site. D. Dynamic "Site Caching" System The "site caching" system works transparently in the background to reduce processing demand on the web server and speed up page loading for visitors. It requires no interaction or adjustment by Bozeman North 7th Urban Renewal Board & District, The system is bypassed for administrative users who are modifying /editing the website. This simply means that an administrative user adding/editing content will see their changes immediately without needing to wait. As an example, if an Bozeman North 7th Urban Renewal Board & District administrative user edits content on an existing page, the older version of the page will be automatically removed from the "site cache' and the updated version will take its place, E. Develop a Client-Editable "Template" Layout Allows Bozeman North 7th Urban Renewal Board & Distract administrative users to modify certain elements of the "ternplate" layout, such as text & heading colors, mouse -hover colors, background images & their placement, element margins, etc. 4.1.8 Advise OWNER as to the necessity of OWNER's providing or obtaining fi others, data or services and assist ©WNER in obtaining such data or services. 4.1.9 MEDIA WORKS will furnish I (One) functional "production- level" (or "live ") published website, consisting of • PHP ( "HyperText Preprocessor ") scripting language, which is the basis for server -level functionality & processing • HTML ( "HyperText Markup language ") markup language to provide content & content organization • CSS ( "Cascading Style Sheet ") style sheet language to provide visual layout/design of the content • MySQL ( "My Structured Query Language ") database(s) to provide controlled storage & access of content, settings & user accounts. • JavaScript scripting language to provide client - server functionality & processing 1(0 ne) year of hosting service provided by Media Works' recommended hosting service, which includes unlimited portions of the following services: • File storage space • E-Mail address, forwarding addresses, aliases, auto - responders, mailing lists, SPAM control, inbound/outbound transfers via P0P3 /IMAP /SMTP (with or without SSL), GnuPG security keys, & e -mail storage space • Databases & database storage space • Inbound/outbound web traffic via HTTP and/or FTP • Hosting for additional top -level domains • Additional sub -level domains (e,g. anything. NSURB.NET) 1 (One) primary username & password to access the hosting service's control panel (For the purpose of setting up new domains, e -tnail accounts, etc.) • A set of "Content Management System" user accounts (in an amount to be determined by City of Bozeman / North 7th Urban Renewal Board administrators) for managing & editing the website 1 (One) physical backup of the initially- published website on CD or DVD media which includes: 0 All PHP, H`1'ML, CSS and .lavaScript language code which the site is dependent upon • All MySQL database(s) which the site is dependent upon To be completed and submitted within 90 calendar days fallowing written authorization fi OWNER to MEDIA WORKS to proceed with that phase of services.. Extensions may be granted at the request of the OWNER. ARTICLE 5 m ADDITIONAL SERVICES 5.1. If OWNER wishes MEDIA WORKS to perform any of the following Additional Services, OWNER shall so instruct MEDIA WORKS in writing, and MEDIA WORKS shall perform or obtain from others such services and will be paid therefore as provided in the Agreement 5.1.1 Programming and design of additional website pages MEDIA WORKS shall create additional pages, including but not limited to an "under construction" page integrating the programming requirements outlined in 4.1.4.A -E after a written quote is provided by the MEDIA WORKS and the amount is authorized by the OWNER. 5.1.2 A website hosting service we recommend A fast, secure & highly reliable hosting service which includes unmetered /unlimited data transfer (bandwidth) & file storage space, e -mail accounts /forwarders, MySQL databases, 2417 technical support in the United States available by toll -free phone / e -mail / online chat, and automated full- site backups - All entirely powered on certified Renewable Energy Credits, with 99.9% uptime and a 45 -day unconditional guarantee. $135 / year ($25 off I st year) 5.1.3 A comprehensive website Traffic Analysis Package Provides useful data about how people are using your site, such as geographic location, browser type, total unique users, referring sites, search engine keywords, "bounce" pages, missing page errors, etc. Included Free 5.1.4 Search Engine & Social Network Marketing MEDIA WORKS can formulate a campaign to appear on Facebook, Reddit, Digg, Google, Bing/MSN, and/or Yahoo! alongside search results, social media profiles & web sites. Your ad is shown based on users' geographic location, words used for searching, or website content they are viewing. Placement & priority of ads is typically based on the demand for advertising within a particular topic, as well as the "bid" price you are willing to pay when the ad is clicked. (A "bid" of $0.01 - $0.25 is typically all that is necessary - However, in highly competitive topics & markets, bids may be much higher.) 5.1.5 Call Tracking Service Place a local or toll -free number on your website that forwards to your existing landline or cellular phone. Inbound calls are trackable via an online control panel, providing a measurement of the effectiveness of your website. Toll -free numbers include 100 monthly minutes, voicemail, caller ID & online control panel. Local numbers include unlimited inbound calling, unlimited outbound calling (via a VOIP box included at no extra cost), voicemail, caller ID, online control panel, text-message notification, and several other features. Call Tracking Setup $38.00 (One-time fee) Toll-Free Phone Number $36.00 / Year (Inc. taxes) Local Phone Number $135.00 / ".rear (Inc. taxes) 5.1.6 Creation &Integration of Social Media Profile(s) Create one or more Social Networking profiles (e.g. Facebook, Twitter, etc,) as secondary outlets for updates to the Bozeman North 7th Urban Renewal Board & District website that can be actively followed by people of a specific interest, profession, or industry. Allows for general updates regarding news or events, and aids in creating additional "buzz" to drive more site traffic, interest, and turn visitors into clients. Updating of profiles is integrated into the Content Management System to ensure case of use Account Creation & Integration $75 / Account 5.2. MEDIA WORKS shall perform any of the following Additional Services as circumstances require during website design process and with specific instructions from OWNER� and MEDIA WORKS will be paid therefore as provided in this Agreement: 5.2.1. Services in connection with work directive changes and change orders to reflect the changes requested by OWNER if the resulting change in compensation for Basic Services is not commensurate with the additional services rendered. ARTICLE 6 - COMPENSATION FOR SERVICES 6.1 LUMP SUM AGREEMENT FOR BASIC SERVICES AND EXPENSES OF MEDIA WORKS 6.1.1 Payment. The OWNER shall for services performed as by MEDIA WORKS under sections 4. 1.1 through 4.1,9 of this agreement pay a total sum not to exceed $ 220 . 6.1.2 Payment Schedule. Total cumulative payments for the website development services (sections 4. 1.1 through 4.1,9) shall not exceed the following ceilings: $ . . __2 � (10 % of website development) until Preliminary Designs for a "visual look" have been submitted to the OWNER. $ loor 1 U 'i-r-, — (50% of website development) until programming for five (5) or more pages have been submitted to the OWNER, S L8Wy s . t& ' (90% of website development) until all pages have been submitted to the OWNER, website has been launched and training of OWNER staff has been completed review authorities. 6.1.3 General. MEDIA WORKS shall submit monthly statements for services rendered. The statements shall be based upon MEDIA WORKS' estimate of the proportion of the total services actually completed at the time of billing, subject to any 17 limitations on Payments based on completion of tasks or specific retainage requirements pursuant to the payment provisions of the Agreement. 6.1.4 Reimbursable .Expeases. Only those expenses specifically Identified for payment under section 6,2 of this Agreement are reimbursable. All other design related expenses are included in the Lump Sum Payment for the Basic services (4. 1.1 through 4. 1.9) and are not separately reimbursable. Additional Services specifically identified under the scope of design services for payment under 6.1 are not separately reimbursable. 6.2 DIRECT LABOR COST PAYMENT FOR BASIC SERVICES AND EXPENSES OF MEDIA WORKS. Construction and project documentation services performed as Basic MEDIA WORKS Services under Article 4. Resident Project Representation, Project Documentation, and Construction Testing, shall be compensated in accordance with the following: 6.2.1 The OWNER shall pay for Website Design Services in an amount not to exceed JJ-00 . ,8_ _4 2, except as provided under 6.2.1.2 and 624. 6.2.1.1 Costs, Compensation. Compensation for these services shall be based on MEDIA WORKS' lump sum estimate plus any additional costs for services requested by the OWNER . 6.2.1.2 Notification. At any time during the website creation that it becomes apparent that the Website Design Services rendered under this Agreement will exceed the negotiated compensation for these services, and prior to performing services in excess of the contract ceiling, MEDIA WORKS shall give OWNER written notice thereof. Promptly thereafter OWNER and MEDIA WORKS shall review the scope and progress of the project work. MEDIA WORKS shall obtain written authorization from OWNER, prior to any additional costs being incurred under paragraph 6.2.1.3. If it is determined that due to a change in project scope under paragraph 5.2.1, MEDIA WORKS is entitled to additional compensation, OWNER and MEDIA WORKS may negotiate terms as provided under 6.2.1.1. The amount and terms of any additional compensation under 6.2.1.1 or 621.3 shall be negotiated and agreed in writing pursuant to 9.16. 6.2.1.3 Costs Exceeding Estimated Compensation. Except as allowed Linder 5.2.1, when the total cost of the original scope of the website design exceeds the negotiated compensation for these services, the OWNER shall pay only for the direct costs incurred in excess of the estimated compensation for the Basic Services . These costs consist of an amount equal to MEDIA WORKS' Direct Labor Cost. a 6.2.2. Reimbursable Expenses, as defined in section 7.2 of this Agreement, for reimbursable expenses resulting from the services provided under Basic Services and Approved Additional Services, shall be paid to MEDIA WORKS by the OWNER in the actual amount of the costs incurred up to an aniourit not to exceed $ 75 for all other reimbursable expenses. ARTICLE 7 - MEANING OF TERMS 7.1 AGREEMENT As used herein the term ' "this Agreement" refers to the contents of this document and its Exhibits attached hereto and referred to as if they were part of one and the same document. 7.2 REIMBURSEABLES Reimbursable Expenses mean the actual expenses incurred by MEDIA WORKS or MEDIA WORKS's independent professional associates or consultants directly in connection with the Project, such as expenses for: transportation, prints, drawings and similar Project-related items. 7.3 DIRECT LABOR COSTS Direct Labor Costs used as a basis for payment mean the actual billable mount for the services provided by the MEDIA WORKSs and personnel engaged directly on the Project, including, but not limited to, MEDIA WORKSs, and other technical and business personnel; but does not include indirect payroll related costs or fringe benefits. For the purposes of this Agreement MEDIA WORKS maximum billable Direct Labor Costs are: Website Development $ 75 /hour ARTICLE 8 - PAYMENT PROVISIONS 8,1 TIMES OF PAYMENTS. MEDIA WORKS may submit monthly statements for Basic Services and approved Additional Services rendered and for Reimbursable Expenses inctured; however, payments shall, not exceed the ceilings provided in 6.1 and 6.2. Final payment shall be made only after acceptance of the project by the OWNER. If OWNER disputes the amount of the billing, OWNER will notify MEDIA WORKS in writing within ten (10) calendar days of the receipt of bill of the dispute. 8.2 REQUESTS FOR PAYMENT. Each request for payment shall include a documentation summary of the tasks completed and services rendered plus a detail of reimbursable costs, total period billing, and total cumulative billing. When requested by OWNER services for distinct project segments shall be accounted and billed separately. �r 8.3 PAYMENT UNDER TERMINATION. In the event of termination by the OWNER upon the completion of any phase of the Basic Services, MEDIA WORKS will be reimbursed for the reimbursable charges ARTICLE 9 - GENERAL CONSIDERATIONS 9.1 TERMINATION OF AGREEMENT 9.1.1 The sole fight is hereby reserved to the OWNER to terminate this Agreement for any and all causes or for its convenience at any time upon fifteen (15) days written notice to MEDIA WORKS. 9.1.2 Upon receipt of a termination action under paragraph 9.1.2, MEDIA WORKS shall (1) promptly discontinue all affected work (unless the notice directs otherwise), and (2) deliver or otherwise make available to the OWNER within ten (10) days copies of all data, design drawings, specifications, reports, estimates, summaries and such other information and materials as may have been accumulated by MEDIA WORKS in performing this Agreement, whether completed or in process. 9.1.3 In the event this Contract is terminated prior to completion, the original copies of MEDIA WORKS' data, recommendations, plans, specifications, analysis and other related documents prepared by MEDIA WORKS prior to said termination shall be delivered to and become the property of the OWNER. 9.1.4 Upon termination, the OWNER may take over the work and may award another party an Agreement to complete the work under this Agreement, 9.1.5 OWNER'S right to terminate is in addition to any other remedies OWNER may have under the law. 9.2 INSPECTION AND AUDIT All books, papers, records, payrolls, vouchers and invoices relating to costs and expenditures incurred as to the performance of the services by MEDIA WORKS hereunder shall be made available to the OWNER, or their authorized representatives for audit and review, at MEDIA WORKS'S respective offices at all reasonable times during the contract period and for three years fiom the date of final payment. 9.3 EMPLOYMENT The MEDIA WORKS warrants that he has not employed or retained any company or persons, other than a bona fide employee, working solely for MEDIA WORKS, to solicit to secure this contract, and that he has not paid of agreed to pay any company or person, other than bona fide employees working solely for MEDIA WORKS, any fee, commission, percentage, brokerage fee, gifts or any other considerations contingent upon or resulting from the award or making of this Contract. For breach or violation of this le warranty, the OWNER shall have the right to annul the Contract without liability or in its discreti t deduct from the price or consideration or otherwise recover the full amount of such fee, commission, percentage, brokerage fee, gift or contingent fee. All employees of MEDIA WORKS or other persons while engaged in the performance of work or services required by MEDIA WORKS shall be considered employees of MEDIA WORKS only and not of the OWNER, 9A NONDISCRIMINAT10N MEDIA WORKS will not discriminate on the basis of race, color, religion, creed, political ideas, sex, age, marital status, national origin or disability in employment or provision of services, MEDIA WORKS ,shall be subject to and comply with Title VI of the Civil Rights Act of 1964; Section 140, Title 2, United States Code, and all regulations promulgated thereunder. 9.5 SUBLETTING OR ASSIGNING OF WORK MEDIA WORKS shall not sublet or assign any of the work covered herein without prior written approval of the OWNER. 9.6 STANDARD OF CARE In providing services under this agreement, MEDIA WORKS will perform in a manner Consistent with the degree of care and skill ordinarily exercised by members of the sarne profession currently practicing under similar circumstances. If any service should be found to be not in conformance with this standard, MEDIA WORKS shall, at the OWNER's request, re-perform the service at its own expense. MEDIA WORKS shall also, at its own expense, make such changes, modifications or additions to the project which are made necessary as a result of the initial non-performance or the re-performance of services. The OWNER's rights herein are in addition to any other remedies the OWNER may have under the law. 9.7 LEGAL RELATIONS: 9.7.1 MEDIA WORKS shall, consistent with the standard care, comply with those Federal, State, and Local laws and ordinances applicable to the work to be done. 9.7.2 MEDIA WORKS agrees to defend, indemnify and hold harmless the OWNER, its officers, directors, agents and employees from and against any suit, cause of action, claim, cost, expenses, obligation and liability of any character, including attorney's fees, which is brought or asserted for any bodily injury, death, or physical dairlage to property received of sustained by any person, persons, property, business or any other entity, arising out of or resulting from, or in connection with MEDIA WORKS' negligent performance of the work specified in this agreement. 9.73, MEDIA WORKS agrees to defend, indemnify and hold harmless the OWNER, its officers, directors, agents and employees, should OWNER, its officers, directors, agents or employees be named as a defendant in any action where the OWNER'S alleged liability arises from the negligent performance of MEDIA WORKS' work herein described. The obligations of MEDIA WORKS to defend, indemnify and hold harmless the OWNER will apply to any suit, cause of action., claim, cost or obligation including, without limitation, those alleged under the common law or pursuant to a federal or state statute or regulation including those arising in tort, trespass, nuisance, and strict liability. 9.7.4 In the event the OWNER is found proportionately responsible for any damages ultimately awarded to a plaintiff or plaintiffs in any lawsuit, MEDIA WORKS will be responsible for only those damages, costs, or liabilities as are attributable to MEDIA WORKS' percent of fault as compared with 100% of the fault giving rise to the damages. Should the OWNER be found responsible for negligence by its own officers, directors, agents or employees, then in that event the OWNER agrees to reimburse MEDIA WORKS for the reasonable attorney's fees and costs incurred in any defense of the OWNER in an amount proportional to the fault attributed to the OWNER. The indemnity required herein shall not be limited by reason of the specification of any particular insurance coverage in this Agreement.. 9.7.5 Should either OWNER or MEDIA WORKS be held responsible, for any damages, costs or liabilities resulting from intentional misconduct by any officer, director, agent or employee in connection with the work specified in this Agreement, then in that event, that party shall defend, inderruufy and hold harmless the other as to any damages, costs or liabilities that result from or arise out of that intentional misconduct, including reasonable attorney's fees and costs which shall include costs and salary of the city attorney or other in -house counsel. further, notwithstanding the obligations set forth in paragraphs 9.7.2 and 9.7.3 above, MEDIA WORKS" agrees to defend OWNER where the OWNER'S alleged liability arises from intentional misconduct by MEDIA WORKS. Should the OWNER be found responsible for intentional misconduct by its own officer, director, agent or employee, then OWNER agrees to reimburse MEDIA WORKS for the reasonable attorney's fees and costs incurred in any defense of the OWNER. 9.7.6 MEDIA WORKS shall perform this agreement as an independent contractor, and as such, is responsible to the OWNER only as to the results to be obtained in the work herein specified, and to the extent that the work shall be done in accordance with the terns, plans and specifications. MEDIA WORKS shall have and maintain complete control over all of its employees, subcontractors, agents and operations, being responsible for any required payroll deductions and providing required benefits, such as, but not limited to worker's compensation with statutory limits, and unemployment insurance. 9.8 INSURANCE MEDIA WORKS shall secure and fiunish to the OWNER certificate of insurance, therein, naming the OWNER as an additional insured, to include thirty (30) days notice of cancellation or non - renewal. Without limiting any of MEDIA WORKS' obligations hereunder, MEDIA WORKS shall secure and maintain, until the work is completed and accepted by the OWNER, insurance coverage naming the OWNER as additional insured with minimurn insurance coverage as follows: Type of Coverage Comprehensive Liability: Personal L iability: Limits $ 1.,000,000 per accident $ 1 000 l2er accident Automobile: Bodily Injury covering all automobiles, trucks tractors, trailers, or other automotive equip- ment whether owned or rented by MEDIA WORKS or owned by employees of MEDIA WORKS. $ 50,000 each person $ 100,000 each occurrence Prop eprty Dama covering all automobiles, trucks, tractors, trailers or other automotive equipment whether owned or rented by MEDIA WORKS or owned by employees of MEDIA WORKS 9.9 ENDORSEMENT S 5 _ .w _ 0. 000 each occurrence MEDIA WORKS shall place his endorsement on all drawings and other data furnished by hire. 9.10 OWNERSHIP OF DOCUMENTS The parties admit and agree the documents produced under this agreement are not intended or represented to be suitable for reuse by OWNER or any other individual on any other project. Any reuse without written verification or adaptation by MEDIA WORKS will be at OWNER's sole risk and without liability or legal exposure to MEDIA WORKS, or to MEDIA WORKS' independent professional associates or consultants. Files in electronic media fora at of text, data, graphics, or of other types that are furnished by MEDIA WORKS to OWNER are only for convenience of owner. Any conclusion or information obtained or derived h °om such electronic files will be at the user's sole risk. 9.11 PUBLIC INFORMATION MEDIA WORKS shall not issue any statements, releases or information for public dissemination without prior approval of the OWNER. 9.12 PROPRIETARY RIGHTS If patentable discoveries or inventions should result from work required herein, all rights accruing from such discoveries or inventions shall be joint property of MEDIA WORDS and the OWNER, Provided that the OWNER, state agencies or political subdivisions and the United States Government shall have the irrevocable, nonexclusive, nontransferable and royalty -free license to use each invention in the manufacture, use and disposition, according to law, of any article or material, and in the use of any method that may be developed as pail of the work described and contemplated herein. 9,13 USE OF OPEN SOURCE SOFTWARE In cases where "free/open-source software" (software that is usable for any personal and/or commercial purpose without cost or license fee) is used, the original developer(s) of such software(s) shall maintain the ownership & copyright of their intellectual property, i.e., The City of Bozeman / North 7th Urban Renewal Board would not becorne the owner of those softwarc(s) at the time of project completion. The following is a non-exhaustive list of "free/open-source" software(s) and the respective license(s) which MEDIA WORKS Plans to use in the development of the website: • WordPress (Content Management System) - Licensed under the GNU General Public License v2.0 • iQ—ue-a (JavaScript Library) - Licensed under the GNU General Public License v2.0 • ph Thumb (PHP Image Manipulation Class) - Licensed under the GNU General Public License During the course of development, additional free/open-source software may be required to complete additional tasks - At the time of completion, a list specifying all such free/open- source software(s) and their respective license(s) will be provided by MEDIA WORKS. 9.14 RECORDS MEDIA WORKS shall maintain accounting records and other evidence pertaining to the cost incurred and to make the records available at all reasonable times during the Contract term and for one (1) year from the date of final payment. Such accounting records and other evidence pertaining to the cost incurred will be made available for inspections by OWNER. 9.15 SUCCESSORS IN INTEREST The covenants, agreements and all statements in this Contract apply to and shall be binding on the heirs, personal representatives, successors and assigns of the respective parties. 9.16 ATTORNEY'S FEES AND COSTS That in the event it becomes necessary for either Party of this Contract to retain an attorney to enforce any of the terms or conditions of this Contract or to give any notice required herein, then the prevailing Party or the Party giving notice shall be entitled to reasonable attorne fees and costs, including fees, salary, and costs of in-house counsel to include City Attorney. 9.17 MODIFICATIONS AND AMENDMENTS That any amendment or modification of this Contract of any provisions herein shall be made in writing or executed in the same manner as this original document and shall after execution become a part of this Contract, In witness Whereof, the Parties hereto do make and execute this Agreement. 4�5-