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HomeMy WebLinkAboutCAG2023-536 - Original - Golden Shovel Agency, LLC - Economic Gateway Service - 8/23/23 FOR CITY OF KENT OFFICIAL USE ONLY Sup/Mgr: Agreement Routing Form DirAsst: • For Approvals,Signatures and Records Management Dir/Dep: KENT This form combines&replaces the Request for Mayor's Signature and Contract Cover (optional) WASHINGTON Sheet forms. (Print on pink or cherry colored paper) Originator: Department: Rhonda Bylin ECD Date Sent: Date Required: c 10/10/2023 10/13/2023 Q Mayor or Designee to Sign. Date of Council Approval: Q Interlocal Agreement Uploaded to Website n/a Budget Account Number Grant? Yes No�✓ 10004115.64260.6115 Budget?❑✓ Yes Type: N/A Vendor Name: Category: Golden Shovel Contract Vendor Number: Sub-Category: in process Original 0 W Project Name: KentValleyWa.com - business marketing c Project Details: website refresh technolog y upgrades and maintenance services c c Basis for Selection of Contractor: Agreement $23 462 Direct Negotiation r *MemotoMayormustbeattached A i Start Date: 9�2023 Termination Date: 8/31/2024 w/option to renew a Local Business? Yes F—]No*If meets requirements per KCC 3.70.100,please complete"Vendor Purchase-Local Exceptions"form on Cityspace. Business License Verification: ❑Yes In-Process F1 Exempt(KCC 5.01.045) FlAuthorized Signer Verified Notice required prior to disclosure? Contract Number: Yes❑No CAG2023-536 Comments: Insurance exhibit was not incorporated into contract before signature; but they provided certificate showing adequate coverage. � c 3 0 N cc a Date Received:City Attorney: 10/10/23 Date Routed:Mayor's Offic 10/13/23 6ity Clerk's Office 10/19/23 adccW22373_1_20 Visit Documents.KentWA.gov to obtain copies of all agreements j" rev.20221201 L Golden Shovel Agency Agreement to Provide the Economic Gateway Service This Agreement for website services ("Agreement") is dated August 23, 2023 by and between Golden Shovel Agency, LLC, 43 East Broadway, Suite 104, Little Falls, Minnesota 56345 ("Golden Shovel"), and the City of Kent ("Client"). 1. Services A. Website &Marketing Services. Golden Shovel agrees to provide Client with a website ("Website") and marketing services with the following features below: *Services: *Module Examples: • Marketing Blueprint ✓ Homepage Showcase The 16-week long Marketing Blueprint includes: ✓ News ■ Competition, Keyword, & SEO ✓ Events Calendar Analysis ✓ Incentives Directory ■ Brand, Tagline & Logo review and ✓ Projects Directory revision ✓ Communities Profile ■ 16 Weeks of Leveraging Golden ✓ Resource Library Shovel's Expertise ✓ Staff Directory ■ Check-in Meetings, Reviews, & ✓ Universal Reports Edits ✓ Contact Form Manager ■ Stakeholder Surveys ✓ Secure Board Section ■ Placemaking Strategy ✓ Translation Tool ■ Stratergy Meetings ✓ Public Submission Forms ■ 12-Month Content and marketing ✓ Fast Facts strategy ✓ Business Directory ■ Survey for up to 150 stakeholders ✓ Member Directory ■ 10 Stakeholder One-on-One ✓ Commercial Real Estate Interviews Database ■ Competition, keyword, and SEO ✓ Residential Real Estate analysis Database ✓ Jobs Directory • Website Development(Planning & ✓ Integrated Google Tools Custom Design) with Golden Shovel Modules • Content Management Services (GateKeeper) ■ Strategy Development ■ Initial Setup &Training ■ Maintenance & Reports ■ Monthly Strategy Meetings ■ Complimentary redesign every 4th year ■ Technical Support& Maintenance • Content Management System (Gateway) ■ Page Adding & Editing Functionality ■ Social Media Integration ■ Unlimited User Training ■ 20 Hours Website Content Population ■ Search, Tracking & Report • Website Copywriting • Success Story Creation *Golden Shovel does not provide Email Hosting services. Client will be responsible for maintaining Email Hosting services with the service provider that best suits their needs according to their requirements. *Client will be responsible for domain registration and any correspondent fee. Client will own the URL and Golden shovel will host it. General Assumptions: 1. Golden Shovel and its subcontractors will develop all aspects of the proposed application unless otherwise noted and will retain ownership of programming code. 2. When third-party solutions (Google, etc.)are integrated, it is assumed that Client accepts all applicable Terms and Conditions. 3. Client will be responsible for all website administrative functions including supplying and entering copy, photos and other website content unless otherwise noted. B. Maintenance. Golden Shovel or its subcontractors will host the Website and will ensure that the site is up at least 99% of the time or as is commercially reasonable. C. Support. Golden Shovel will provide email and phone customer support on business days between 8:00 a.m. and 5:00 p.m. Central Time, with a 36 hour maximum response time. 2. Payment for Services Client shall pay Golden Shovel the sum of $23,462/yr for the creation of a Marketing Blueprint, Website Development, Website Hosting, Ongoing Marketing & Content Management Service (Gatekeeper Service), Website Copywriting, and Success Story Creation. Client shall pay Golden Shovel $23,462 upon execution of this Agreement. Client has the option to renew the contract annually for the sum of $23,462 plus 3% annual inflationary increase due in one single installment for renewal of services ( Marketing Blueprint, Website Development, Website Hosting, Ongoing Marketing & Content Management Service (Gatekeeper Service), Website Copywriting, and Success Story Creation) at the contract execution anniversary. Assistance with content creation other than success story creation is provided through the GateKeeper service after soft launch. An allotment of up to 4 hours/month is available to Client for assistance on new content creation other than success story creation. If more than the available content assistance hours are required after the website is soft launched, then a list of all required content changes must be provided by the client for review of feasibility and estimation will be provided to the client. Design changes required after soft launch, must be listed too, for review of feasibility. Additional features or changes requested by client, such as custom elements integration, third-party software/updates or changes out of the scope of services included as part of the Gateway modules described above that may require additional development, will be reviewed for feasibility and estimation will be provided to client. Any major changes to the project will require an addendum and no changes or additions will be made without Client's consent. In addition to the foregoing fees, Client agrees to pay any sales, use or value-added taxes, if any, applicable to the services provided hereunder. Payment is due upon receipt of invoice, and interest of 1.5% per month will be added to any unpaid balance 30 days after payment is due. 3. Relationship of Parties Golden Shovel is an independent contractor and not an employee or affiliate of Client. No partnership, joint venture franchise or employment is created by this Agreement, and each party is responsible for providing benefits for its own employees, for paying its own taxes and expenses, and for maintaining its own books and records regarding the same. 4. Confidentiality A. "Confidential Information" means any and all information related to the business or affairs of Golden Shovel or Client, including without limitation the terms of this Agreement and each party's research, development, products, methods of manufacture or process, means of development, trade secrets, business plans, customers, finances, or personnel data. "Confidential Information" does not include any information: 1) which the receiving party ("Recipient") rightfully knew before it was disclosed by the disclosing party ("Discloser"); 2) which has become publicly known through no wrongful act of Recipient; 3) which Discloser intends to make public through this Agreement; or 4) which the Recipient developed independently. B. All Confidential Information remains the property of Discloser, and no license or other right in any Confidential Information is granted to Recipient by this Agreement. Except as may be required pursuant to the Washington Public Records Act, Recipient agrees not to disclose any Confidential Information to any third party or otherwise, and to take all reasonable precautions to prevent its unauthorized dissemination, both during and after the term of this Agreement. Upon Discloser's written request, Recipient agrees to return to Discloser all Confidential Information, including but not limited to all computer programs, documentation, notes, plans, drawings, and copies thereof. C. Notwithstanding the foregoing, nothing in this Agreement shall be interpreted to be inconsistent with the Minnesota Government Data Practices Act, Minnesota Statutes, Chapter 13. Golden Shovel shall treat any private or confidential government data in accordance with the Act. 5. Ownership of Work Product Client retains ownership rights in all designs, website, data, information, drawings, pictures or writings it provides Golden Shovel under this Agreement ("Client Data"), and represents that it has the necessary legal rights in any intellectual property associated with the Client Data. Except for the Client Data, all software programs, modules, and other results of the services performed by Golden Shovel in connection with this Agreement shall be the sole property of Golden Shovel or its subcontractors, except that Client is hereby granted a non-exclusive, limited license to use the Golden Shovel Work Product for the purposes intended by this Agreement, but for no other purpose. 6. Indemnification To the extent permitted by Minnesota law each party agrees to defend and indemnify the other party and their respective officers, directors, shareholders, employees, agents and affiliates, from all claims, demands, causes of action, costs, liability, expenses, damages, and amounts reasonably paid in settlement (including reasonable attorney's fees and costs) to the extent caused by the indemnifying party's acts, errors, omissions or breaches of this Agreement. 7. Term and Termination This Agreement shall continue until terminated, and termination may be effected only as follows: 1. By either party upon thirty (30) days advance written notice to the other party. In the event of termination by either party, the Client shall be obligated to pay for actual services provided including amortized marketing blueprint, success story creation, website setup and website copywriting one time costs. The provisions of this Agreement which by their nature are intended to survive termination or expiration of this Agreement shall survive expiration or termination of this Agreement, including without limitation the rights and obligations set forth in sections 2, 3, 4, 5, 6, 8, 9, and 11. 8. Disclaimer of Warranties and Limitation of Liability Except as expressly stated in this Agreement, the Website is provided without warranty, express or implied, including without limitation the implied warranties of merchantability and fitness for a particular ("Golden Shovel Group") are not liable to Client for any indirect, incidental, special or consequential damages incurred or suffered by Client arising out of or in connection with this Agreement, including without limitation lost revenue, loss of income or loss of business advantage, even if a party has been advised of the possibility of such damages. 9. Mediation, Arbitration; Governing Law and Venue; Equitable Relief; Attorney's Fees In an effort to resolve any conflicts that arise out of the services under this Agreement, all disputes between Golden Shovel and Client arising out of or relating to this Agreement shall be submitted to nonbinding mediation prior to commencing arbitration or litigation. This Agreement shall be governed by and construed in accordance with the laws of the State of Washington without reference to choice of law principles. If any action or proceeding, whether regulatory, administrative, at law or in equity, or arbitration, is commenced or instituted to enforce or interpret any of the terms and provisions of this Agreement, each party shall pay its own attorneys' fees, expert witness fees, costs of suit, and expenses. 10. Entire Agreement, No Additional Terms This is the entire Agreement between the parties with respect to its subject matter and supersedes all prior agreements. All additions or amendments to this Agreement must be in writing and signed by the party sought to be bound. 11. Other Provisions Neither this Agreement nor any part may be assigned, sublicensed or otherwise transferred by either party without the other party's prior written consent • This Agreement is binding upon and shall inure to the benefit of the legal successors and assigns of the parties. • If any provision of this Agreement is found to be void, invalid, unenforceable or illegal, the validity and enforceability of the other provisions will not be affected and any unenforceable provision shall be modified and interpreted so as to best accomplish the intent of such provision. • Neither party shall be deemed to be liable for any provisions under this Agreement for failures in performance resulting from acts or events beyond the reasonable control of the party including, but not limited to, delays in transportation, storms or extreme weather conditions, fire, explosion, flood, strike, riot, or unavailability of communications, power, or telephone lines, supplies, or service, delay in delivery, failure or malfunction of equipment or of software, or similar catastrophe, or other acts of God. • Failure to enforce any provision of this Agreement is not a waiver of the provision or of the right to enforce the provision later. • The headings and captions are inserted for convenience only and do not constitute a part of the Agreement. • This Agreement may be signed in counterpart. IN WITNESS WHEREOF, the City of Kent and Golden Shovel Agency, LLC have executed this Agreement on the dates set forth below, to be effective as of the day and year first set forth above. City of Kent Golden Shovel i��2Agency, LLC By 4J By �yG /12 Its Mayor Its COO/CFO Date: 10/19/2023 Date: 09/26/2023 Exhibit Insurance Requirements Insurance The Contractor shall procure and maintain for the duration of the Agreement, insurance against claims for injuries to persons or damage to property which may arise from or in connection with the performance of the work hereunder by the Contractor, their agents, representatives, employees, or subcontractors. A. Minimum Scope of Insurance Contractor shall obtain insurance of the types described below: Commercial General Liability insurance shall be written on Insurance Services Office (ISO) occurrence form CG 00 01 and shall cover liability arising from premises, operations, independent contractors, products-completed operations, personal injury and advertising injury, and liability assumed under an insured contract. The Commercial General Liability insurance shall be endorsed to provide the Aggregate Per Project Endorsement ISO form CG 25 03 11 85. The City shall be named as an insured under the Contractor's Commercial General Liability insurance policy with respect to the work performed for the City using ISO additional insured endorsement CG 20 10 11 85 or a substitute endorsement providing equivalent coverage. The Contractor may use Umbrella or Excess Policies to provide the liability limits as required in this Agreement. This form of insurance will be acceptable if all the Primary and Umbrella or Excess Policies shall provide all the insurance coverages herein required. The Umbrella or Excess policies shall be provided on a true "following form" or broader coverage basis, with coverage at least as broad as provided on the underlying Commercial General Liability insurance. Workers' Compensation coverage for the employees of Contractor and subcontractors as required by the Industrial Insurance laws of the State of Washington. B. Minimum Amounts of Insurance Contractor shall maintain the following insurance limits: Commercial General Liability insurance shall be written with limits no less than $1,000,000 per occurrence, $2,000,000 general aggregate, and $2,000,000 products-completed operations aggregate limit. Primary Non-Contributory Additional Insured coverage for the City of Kent, et. al. Waiver of Subrogation If the Contractor maintains broader coverage and/or higher limits than the minimums shown above, the City requires and shall be entitled to the broader coverage and/or the higher limits maintained by the Contractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City. The above policy limits may be obtained with excess liability (umbrella) insurance. C. Other Insurance Provisions The insurance policies are to contain, or be endorsed to contain, the following provisions for Commercial General Liability and Automobile Liability insurance: 1. The Contractor's insurance coverage shall be primary insurance with respect to the City. Any insurance, self-insurance, or insurance pool coverage maintained by the City shall be in excess of the Contractor's insurance policies and shall not contribute to the Contractor's insurance policies. 2. Contractor's insurer must deliver or mail written notice of cancellation to the named insured at least forty-five (45) days before the effective date of the cancellation. The Contractor's insurance policy shall include an endorsement that provides the City with written notice of cancellation forty-five (45) days before the effective date of the cancellation. If Contractor's insurer fails to provide the City with a copy of the notice of cancellation endorsement, the Contractor must notify the City of any cancellation, nonrenewal or termination within two (2) business days of their receipt of such notice. 3. The City of Kent shall be named as an additional insured on all policies (except Professional Liability) with respect to work performed by or on behalf of the Contractor and a copy of the endorsement naming the City as an additional insured shall be attached to the Certificate of Insurance. The City reserves the right to receive a certified copy of all required insurance policies. The Contractor's Commercial General Liability insurance shall also contain a clause stating that coverage shall apply separately to each insured against whom claims are made or suit is brought, except with respect to the limits of the insurer's liability. D. Acceptability of Insurers Insurance is to be placed with insurers with a current A.M. Best rating of not less than A:VII. E. Verification of Coverage Contractor shall furnish the City with original certificates and a copy of the amendatory endorsements, including but not necessarily limited to the additional insured endorsement, evidencing the insurance requirements of the Contractor before commencement of the work. The City waives no rights, and the Contractor is not excused from performance if Contractor fails to provide the City with a copy of the endorsements naming the City as a Primary Non-Contributory Additional Insured. F. Subcontractors Contractor shall include all subcontractors as insureds under its policies or shall furnish separate certificates and endorsements for each subcontractor. All coverage for subcontractors shall be subject to all the same insurance requirements as stated herein for the Contractor. ACo CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY) 09/26/2023 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND,EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Brennan Theis NAME: Insurance Brokers of MN, Inc. PHONE (320)632-1881 FAX (320)632-1981 43 E.Broadway E--MAI�o Ext: A/C,No ADDRESS: b theis@insurancebrokersmn.com Suite 101 INSURER(S)AFFORDING COVERAGE NAIC# Little Falls MN 56345 INSURERA: Hartford Underwriters Ins Cc 30104 INSURED INSURER B: Golden Shovel,LLP INSURER C 43 E Broadway INSURER D INSURER E: Little Falls MN 56345-4648 INSURER F COVERAGES CERTIFICATE NUMBER: CL2392615185 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACTOR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAYBE ISSUED OR MAY PERTAIN,THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. IN SIR LTR TYPE OF INSURANCE INSD WVD POLICY NUMBER POLICY EFF POLICY EXP MMIDD/YYYY MMIDD/YVYY LIMITS X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 CLAIMS-MADE 19 OCCUR PREMISES Ea occurrence $ 1,000,000 MED EXP(Any one person) s 10,000 A Y 41SBAATITU6 07/01/2023 07/01/2024 PERSONAL&ADV INJURY $ 1,000,000 GEN'LAGGREGATE LIMITAPPLIES PER. GENERAL AGGREGATE $ 2,000,000 POLICY �X JE� ❑ LOC PRODUCTS-COMP/OPAGG g 2,000,000 OTHER AICNT $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT- (Ea Ea accident ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY(Per accident) $ HIRED NON-OWNED PROPERTY DAMAGE AUTOS ONLY AUTOS ONLY Per accident $ $ UMBRELLA LIAB OCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS-MADE AGGREGATE $ DED RETENTION $ $ WORKERS COMPENSATION PER OTH- AND EMPLOYERS'LIABILITY YIN STATUTE ER ANY PROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? ❑ N/A (Mandatory In NH)If yes,describe under E.L.DISEASE-EA EMPLOYEE $ DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ Ti I DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF,NOTICE WILL BE DELIVERED IN City of Kent ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE /+!/Kent WA 98032 /� I)/1 _ w C f/ Li[ c C�- O �/V V ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD At Declarations: . Business Liability Coverage Part Your policy includes the liability coverages listed below. The limits in the right-hand column show the maximum amount we'll pay. LIMIT RANCE SL 00 00 10 18 BUSINESS LIABILITY COVERAGE FORM Damage To Premises Rented To You Limit $1,000,000 General Aggregate Limit $2,000,000 Liability and Medical Expenses Limit $1,000,000 Medical Expenses Limit $10,000 Personal and Advertising Injury Limit $1,000,000 Products-Completed Operations Aggregate Limit i $2,000,000 Property Damage Liability Deductible No Deductible ADDITIONAL BUSINESS LIABILITY COVERAGES SL 30 32 06 21 BLANKET ADDITIONAL INSURED BY CONTRACT _ Included' u SL 30 15 09 22 TECHNOLOGY SERVICES COVERAGE EXTENSION Included' PLUS 'Included in Business Liability Limit(s) Form Number Form Name SL 20 06 10 18 EXCLUSION-NUCLEAR ENERGY LIABILITY SL 20 78 10 18 EXCLUSION-SILICA-BUSINESS LIABILITY COVERAGE FORM LSL 0122 10 18 MINNESOTA CHANGES-BUSINESS LIABILITY COVERAGE SWIM _. • Price is subject to fees and surcharges. For more details, refer to Page 10 Form:SC 00 01 10 18 8