HomeMy WebLinkAboutC23181 - Kimberly Corak INTERACTIVE MARKETING AND WEB SITE CONSULTANT
SERVICE AGREEMF,NT
1. Parties: This Interactive Marketing and Web Site Consultant Service Agreement
("Agreement") is entered into this_st day of , 200_, by and between the CITY OF
PALM DESERT, a municipal corporation, hereinafter referred to as "CITY", and Kimberly
Corak, hereinafter referred to as "CORAK"
2. Scope of Services: Subject to the terms and conditions of this Agreement and based
upon the strategic goals set forth by the CITY and communicated to CORAK, CORAK shall
manage certain of the CITY'S web and online presencc, including providing the following
services (hereinafter referred to as "SERVICES"):
(a) An average of one (1) on-site meeting with the CITY per quarter, ongoing
project management, and the following services:
(i) Strategic planning;
(ii) Need and scope definition;
(iii) Technical requirements development;
(iv) Web vendor management;
(v) E commerce/Click to Gov integration management;
(vi) Proactive maintenance;
(vii) Feature/enhancement management:
(viii) Site audits / content management;
(ix) Usability consulting;
(x) Site traffic analysis;
(xi) Web site copywriting;
(xii) "How Do I" management;
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(xiii) Site map generation;
(xiv) Search engine marketing vendor management;
(xv) Content gathering, editing and production; and
(xvi) User comment management and analysis.
3. Term: The term of this Agreement shall commence on ,200_, and end on
July_, 200_. This Agreement shall be automatically renewed for successive one (1) year
periods unless either party gives notice of termination pursuant to paragraph 7 herein.
4. Hours Commitment: CORAK shall provide a maximum of sixty (60) to seventy (70)
hours per month to perform the SERVICES. Any unused hours shall expire at the end of
each month of this Agreement and shall not affect the flat fee compensation set forth herein.
5. Comnensation: The CITY shall pay CORAK a monthly flat fee of five thousand five
hundred dollars ($5,500.00) per month for the SERVICES, plus reasonable out-of- pocket
ex�enses as mutually agreed �rior to procurement. The CITY may from time to time request
that CORAK �erform services bcyond the SERVICES set forth herein. Upon written
agreement by CORAK to perform such additional services and upon written agreement by
the partics detailing the additional compensation for such services, CORAK shall perform
such services for the CITY in a reasonable time frame and the CITY shall pay CORAK's
invoices for such services in accordance with the terms of this Agreement. CORAK shall send
to the CITY invoices and requests for reimbursement of out-of-pocket expenses on a monthly
basis, unless agreed otherwise and in writing by both parties. Each invoice shall contain, in
reasonable detail, the projects and services worked on and rendered with supporting
documentation of reimbursable costs and expenses. Payment and reimbursement by the
CITY shall be due upon receipt of invoice. CORAK shall keep full and accurate books of
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accounts and records and other pertinent data in accordancc with generally accepted
accounting principles retlecting all transactions contemplated by this Agreement and
provide the same to CITY upon request therefore.
6. Work Madc For Hire; Right of Reproduction: The results and proceeds of the
SERVICES rendered herein shall constitutc a work made for hire as defined under 17
U.S.C. Section 101. If or to thc extent for any reason any or all of such results and
proceeds of the SERVICES are not recognized to be a work made for hire, then CORAK
irrevocably assigns to the CITY all of her worldwide co�yright rights, and renewals and
extensions thereof, in and to such results and proceeds, in perpetuity. ln addition,
CORAK specifically transfers any "right of reproduction" as defined by California
Civil Code § 982 and § 988 to the CITY and its assigns.
7. Termination: Either party may terminate this Agreement at any time by giving the
other party thirty (30) days written notice of its intent to terminate, provided, however, the
CITY's obligation to compensate and reimburse CORAK for scrvices rendered or
contracted for as of the date of notification by either party of the election to terminate,
shall continue in accordance with the terms herein.
8. Rearesentations and Warranties: COIZAK represents and warrants that the
SERVICES shall be performed utilizing at least the degree of care and skill exercised by
diligent and prudent professionals performing similar services in accordance with local best
practices. CORAK further represents and warrants that she has no obligations to any third
party which will in any way limit or restrict her ability to perform the SERVICES for the
CITY hereunder.
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9. Insurance: CORAK shall during the term of this Agreement maintain insurance of the
types and minimum coverages as provided for on the attached Exhibit A,which the CITY
hereby approves and accepts. U�on reasonable request by the CITY, CORAK shall provide
Workers Compensation and Employer's Liability Insurance on an approved policy form
�roviding benefits as required by law with employer's liability limits no less that $1,000,000
�er accident or disease. Upon reasonable request by the CITY, Consultant shall provide auto
liability coverage with a limit of no less than �1,000,000 per accident. Notwithstanding the
foregoing, the CITY acknowledges that CORAK does not carry Worker's compensation
coverage and that CORAK will not operate any vehicles at any time within the scope of the
services in the Agreement, and accordingly the CITY hereby waives these coverages.
10. Venue; Disnute Resolution: The venue for any action, suit or proceeding arising from
or based upon this Agreement shall be the appropriate state or federal courts located in the
county of the defendant; provided however that it shall be a precondition to filing a lawsuit
that the com�laining party give written notice of the dispute to the other party and request
that a mediation to resolve the dispute be held in the location of the non-complaining party.
The parties shall agree upon a mediator within thirty (30) days of the notice of dispute. If
after good faith efforts are made to mediate the dispute with the assistance of a mediator the
dispute or any part thereof remains, then either party may institute a lawsuit against the
other in accordancc with the terms of this Agreement.
11. Indenendent Contractor Status: CORAK is, and shall at all times remain as to
CITY, a wholly independent contractor. CORAK shall have no power to incur any
debt, obligation, or liability on behalf of CITY. Neither CITY nor any of its officials,
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em�loyees or agents shall have control over the conduct of CORAK, except as set forth
in this Agreement.
12. CITY Contact: The CITY's contact for this Agreement shall be the applicable
CITY de�artment heads and/or staff, or as may be designated by the City Manager or his/her
designee/representative.
IN WITNESS WHERF.OF, the parties have caused this Agreement to be executed
by their respective authorized officers or representatives as of the date and year Crst
above written.
KIMBERLY CORAK CITY OF PALM DESERT
A Municipal Corporation
By:
Kimberly Corak
By:
Richard S. Kelly, Mayor
Date•
(SIGNATURE MUST BE NOTARIZED)
AI'YItOVEll AS 1'O FO1tM:
Uavid J. Erwin
City Attorney
ATTEST:
By:
Rachelle Klassen, City Clerk
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