The following describes, in basic form, the project scope as it stands with today s knowledge of the system and requirements requests:

Transcription

1 MAYCREATE TEL, FAX THE TIVOLI CENTER, 701 BROAD STREET, SUITE 202, CHATTANOOGA, TN THE CITY OF CHATTANOOGA JONATHAN WOODARD WEB SITE DESIGN AND DEVELOPMENT AGREEMENT Agreement as of the day of, 2011, between The City of Chattanooga (hereinafter referred to as the Client ), located at 101 East 11th Street Chattanooga, TN and Maycreate (hereinafter referred to as the Vendor ), located at 701 Broad Street, Suite 202, Chattanooga, TN with respect to the creation of a new Content Management System (CMS) and migration of all applicable data to a completely new database (hereinafter referred to as a Content Management System ). WHEREAS, Vendor is a Web Site design and development services provider with experience in the areas of design, application, database and information technologies; and WHEREAS, the Client wishes to develop the aforementioned Content Management System in furtherance of the Client s activities; and WHEREAS, Vendor wishes to perform such a Content Management System for the Client; 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: PROJECT NUMBER: TBD PROJECT TITLE: City of Chattanooga - Content Management System & Visual Interface Design INCLUDED: Maycreate will plan, develop, design and build a completely new Content Management System as described below based on strategy, input, needs and feedback from the Client. Design and development includes architectural and technical requirements definition. All copy writing, images, illustrations and photographic content is the sole responsibility of the client. Maycreate will also design (visual design/artwork) as well as up to thirty (30) individual departmental landing pages. This new look and feel (artwork) will set the tone at navigation levels ONE (home page) and TWO (Sub page level). Once the user moves to the THIRD level of navigation there will be a link to the current sites content, look and feel. A simple links list of Chattanooga.gov site pages can be found at City.Maycreate.com (Uname: chattcity Pword: cosmifarn). This provides a basic foundational outline of what the Content Management System will control. The Vendor has validated and shall continue to validate and work to discover the extent of the work required to complete the Content Management System for the Chattanooga.gov web site and associated data. This is a summary only, not meant to be a detailed analysis. Currently, the site is based on Red Dot, which creates new pages on the fly saving them as HTML files. The data is in various code protected SQL tables. The following describes, in basic form, the project scope as it stands with today s knowledge of the system and requirements requests: CONTENT MANAGEMENT SYSTEM PHASE 1. Formal and Detailed Discovery: This does NOT include the reworking of the numerous, separate City departmental sites. I.E. the independent development of sites for Police, Fire, Parks and Rec, Office of Sustainability, etc... We will be reverse engineering the entire Chattanooga.gov site architecture to work with the new Content Management System (Joomla!). This phase includes a complete and detailed site map as well as any third party vendors associated with the current Chattanooga.gov Web site. 2. Content Management System (CMS): All the existing Red Dot managed structure will be built into a completely new Joomla! based CMS. The Client will be responsible for moving all existing content currently managed by the Red Dot database (MS SQL Server) into the new Joomla! Database (MySQL). We will also rewrite any existing custom ASP code and.net code into PHP. Red Dot allows for the insertion of custom ASP code. Joomla! also allows for the insertion of custom code on specific pages and this is done with PHP or Javascript depending on the specific requirement. 3. Departmental CMS Creation: As the Content Management System stands today every department will need to be integrated into the new site structure and integrated into the new visual interface within Joomla!. We will also create Joomla! templates that allow any new visual interface designs to be fed via the new CMS for Chattanooga.gov. This migration is for back end management purposes and does not include redesigning the look and feel of the entire site, though this is recommended. As previously stated the Vendor will only provide visual redesigns for the Home page and one level of sub pages up to the agreed maximum of thirty (30) sub pages. 4. Site and System Testing: Full site and systems testing and verification. The Vendor will work with the Client to ensure the CMS works as required, all links and third party integration is complete, the CMS works as required and all forms fill and download/process properly. 5. Documentation and Training: A variety of Joomla! documentation and resources will be identified and created for use by any content

2 editors for the Client along with hands-on custom training by a Maycreate senior trainer. All key stakeholders (content editors) as well as the Client s official in-house trainer will be required to attend this training session. 6. System Requirements Consulting: Vendor will work with the Client to formalize a recommended hardware system, hosting and offsite disaster backup plan to meet the new Content Management System s requirements. VISUAL DESIGN PHASE 1. Formal and Detailed Discovery: This does NOT include the reworking of numerous, separate City departmental sites. I.E. the independent development of sites for Police, Fire, Parks and Rec, Office of Sustainability, etc... We will be reverse engineering the entire Chattanooga.gov site architecture to work with the new User Interface design. The reverse engineering process will serve as an outline of content and what needs to be housed in the new visual design. This phase includes a Discovery Session with the Client s appropriate stakeholders. This redesign is for the Home page and up to 30 sub pages (i.e. departmental landing pages). 2. Design Research: After the Discovery Session the Vendor will start researching specific technology that will best accomplish our design and communications goals. Also, included in this research phase is the evaluation of any and all sites the Client references related to functionality, look and feel and user experience. Based on this research we will develop an internal document known as a Creative Brief that will serve as the road map for the Design Phase. 4. Visual Design: With the Creative Brief in-hand we are ready to begin the actual visual comping and visual design. Maycreate will work through several different design versions internally. Once we are satisfied with one or two designs we then present those static (non-working) designs in JPEG format to the Client for feedback and approval. 5. Design Build: Once we have a set of Client approved designs we will then begin the actual HTML, CSS and technical build stage with the goal of building a working Web Site. This is when the visual designs are integrated with the new Content Management System and start to form a working, testable Web site. 6. Site and System Testing: Full site and systems testing and verification. The Vendor will work with the Client to ensure the CMS works as required, all links and third party integration is complete and all forms fill and download/process properly, etc. Once all functionality and issues have been addressed and the Client approves the site we ll go live. DELIVERY DATE: To be determined based on the formal project start date. TOTAL PROCESS TIME: 180 days from project inception. MATERIALS SUPPLIED BY: Input from the Client, access to all required systems, access to all Client personnel as well as any materials/documentation the client requires of Maycreate to complete this project. CAVEATS: All Client side communications, feedback and deliverables will be gathered by the Client s official point-of-contact into a single internally consistent document or communication for presentation to Maycreate. It is expected that the Client will provide timely feedback and approvals in writing via Basecamp. Basecamp is our project management online application. TERMS OF PROJECT The Vendor agrees to perform the following work with respect to the Content Management System as indicated and described below: 1. Delivery and Testing. Upon Client s approval of the initial prototype and receipt of the necessary assets (including but not limited to text and visuals) from the Client, the Vendor shall create a fully functional Content Management System based on the project scope and reasonably conforming to the current Chattanooga.gov site architecture. If the assets provided by Client cause the Content Management System to exceed the above outlined requirements the fees specified in Paragraph 5 shall be adjusted as provided in those paragraphs after a signed Milestones and/or Fees Change Order Request have been signed by the Client and the Vendor. After creation of the functional Web Site, the Vendor shall test the Web Site in a Beta version. In consultation with the Client, the Vendor shall make necessary adjustments/corrections in the functionality before uploading the final version of the Web Site to the Client s Web server or otherwise delivering the final version to the Client. Once the final approved version has been uploaded to the Client s Web server, the Designer shall not be held responsible for any incorrect changes, content, compatibility, functionality or any other issues caused by the parties responsible for adding content or regular maintenance performed on the site. The Beta date and subsequent approval of the prototype depend on timely receipt of the necessary assets and approvals from the Client. If the quantity of assets delivered by Client causes the Content Management System to exceed the above outline, the deadline for project delivery shall be extended by two (2) business days for every one (1) additional Web page(s). 2. Due Dates. To be determined based on the agreement execution date. 3. Grant of Rights. Upon receipt of full payment, Vendor shall grant to the Client exclusive World Wide Web Site usage rights for the municipality named City of Chattanooga for the following time period - Indefinitely. The Client shall be the owner of the Content

3 Management System and visual interface designs. In addition, the Client shall have the right to use assets supplied by the Vendor for all City of Chattanooga Departments. 4. Reservation of Rights. All rights not expressly granted shall be reserved to the Vendor. 5. Initial Statement of Work is outlined as Attachment A to this contract. 6. Additional Usage. I f Client wishes to make any non-departmental uses, Client shall seek permission from the Vendor and pay an additional fee to be mutually agreed upon by both the Client and the Vendor. 7. Expenses. This agreement does not include standard out-of-pocket, project-related expenses. Standard expenses include actual color proofs, black & white prints, photography (stock or custom), illustration costs (stock or custom), third party plug-ins or resources, should any of these items be required to complete this project. Prior to purchasing any required third party plug-ins, any content (as outlined above) and/or any travel that would incur additional charges, Maycreate will present to the Client a written estimate and description of those expenses for Client approval. Any additional out-of-pocket expenses, if any, will be due upon project completion by the Designer when billed to the Client to cover overhead and carrying expenses. All expenses will be documented and submitted to the Client for approval before any expenditures above the pre-approved limit are made. 8. Compensation Schedule. Shall be conducted pursuant to a Statement of Work submitted by the Vendor The Statement of Work will identify the Milestones of the project, project costs, number of hours, financial acceptance meetings, payment agreement schedule. Upon approval of the Statement of Work, City will issue a work order or requisition authorizing the Vendor to begin work as outlined in the statement and this contract. See attached Statement of Work for initial statement of work for a more detailed outline for first phase. 9. Agreement Renewals. This agreement shall renew automatically at the end of the initial twelve month (12) term for a successive total of four additional twelve (12) months terms at a Vendor blended rate of $85.00 per hour. Both the parties agree, upon the execution of this agreement, that this is a binding agreement for all web site, interactive, and application development for the City of Chattanooga and all of its current and future individual departments. 10. Copyright Notice. Copyright notice for the Web Site shall appear in the name of the Client, unless specified to the contrary. Other copyright notices, such as for photography, illustration, and music, etc...shall be included as required in the relevant releases. 11. Cancellation. Provided the Vendor is not in default, in the event of cancellation by the Client, the Client shall pay all expenses incurred by the Vendor as well as fees based on the degree of completion of the Web Site project. 12. Client Responsibilities and Confidentiality. Any and all assets the Client is to supply to the Vendor will be in electronic format (delivered on removable storage media or transmitted via the Internet), and such supplied assets shall be in final form and ready for project use. Any assets provided to the Vendor will be used for Style Sheet development and formatting purposes only. The Vendor will not be responsible for populating web site content. The Client shall proof read and edit such assets prior to delivery to Vendor, and any additional work due to corrections of such assets, file conversions, or scanning of text or images shall be the sole responsibility of the Client. The Vendor is not held responsible for the accuracy, typographic errors and/or any other misinformation as it relates to the web site s content. The Vendor agrees that any asset(s) supplied by Client, 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 Content Management System unless information disclosure is required to complete the project. The Vendor will obtain permission from the Client before sharing any information with any third part. At the completion of work, the Designer shall return to Client the assets supplied by Client. 13. Releases. The Client warrants that it has the right to enter into this Agreement and that Client owns or has obtained appropriate Web Site usage rights for any assets supplied by the Client to the Vendor. The Client shall indemnify and hold harmless, to the extent permitted by the laws of the State of Tennessee, the Vendor and its subcontractors against any and all claims, lawsuits, costs and expenses, including reasonable attorney s fees, arising in connection with the Content Management System. This indemnification shall extend to assets obtained by the Vendor on the Client s behalf if the Designer has secured either exclusive or non-exclusive usage rights. 14. Arbitration: Any disputes in excess of the maximum limit for adjudication in the General Sessions Court of Hamilton County, Tennessee, shall be submitted to a mutually agreed upon arbitrator pursuant to the rules of the American Arbitration Association. The arbitrator s award shall be final, and judgment thereon may be entered in any court having jurisdiction thereof. The losing party shall pay all arbitration and court costs, reasonable attorney s fees and legal interest on any award or judgment rendered. 15. Miscellany. Neither this Agreement nor any rights or obligations hereunder shall be assigned by either of the parties, except that the Vendor shall have the right to assign monies due hereunder. Both Client and any party on whose behalf Client has entered into this Agreement shall be bound by this Agreement and shall be jointly and severally liable for full performance hereunder, including but not limited to payments of monies due to the Vendor. The terms and conditions of this Agreement shall be binding upon the parties, their heirs, successors, assigns, and personal representatives. This Agreement constitutes the entire understanding between the parties; its terms can be modified only by an instrument in writing signed by both parties, except that the Client may authorize additional fees and expenses orally upon Client approval. A waiver of a breach of any of this Agreement s provisions shall not be construed as a continuing

4 waiver of other breaches of the same or other provisions hereof. The relationship between the Client and Designer shall be governed by the laws of the State of Tennessee. DATE Maycreate Authorized Signature Name/Title (printed) DATE City of Chattanooga Authorized Signature Name/Title (printed)

5 Attachment A Statement Of Work Initial Phase - Project Kickoff and Initial Project Milestone: Signed contract and deposit of $21, received by Vendor Discovery and research of current content begins Complete Site Map Descriptions on each point of the map Third party vendors descriptions and implementation requirements defined Second Project Milestone: Joomla! core development/build begins Research of sites, designs and required technology Design comps presented to the Client Acceptance Committee meeting Upon Committee acceptance of the Second Project Milestone a payment of $21, will be Third Project Milestone: Joomla! core development/build continues Design comps approved CSS and Template build begins Upon Committee acceptance of the Third Project Milestone a payment of $21, will be Fourth Project Milestone: Joomla! core complete Technical build of site continues Upon Committee acceptance of the Fourth Project Milestone a payment of $21, will be Fifth Project Milestone: Technical integration with Joomla! Content formatting to new layout (home page and 2nd level departmental sub pages not to exceed 30 individual pages) Beta Testing Upon Committee acceptance of the Fifth Project Milestone a payment of $21, will be Final Project Milestone: Training with Client Staff Site Documentation Client Approval Go Live

6 Upon Committee acceptance of the Final Project Milestone a payment of $21, will be Compensation Schedule The Client agrees to pay the Web Site Design and Development Services Fee of $128, to be paid as detailed: Vendor will begin the project upon receipt of the Deposit of $21, and a signed copy of this agreement. The Final Financial Milestone of payment of $21, is due upon completion of project plus any applicable expenses as outlined in section 7. Should the project be completed ahead of schedule the Final Financial Milestone payment will be adjusted to complete the minimum Project Services fee of $128,