The URL can be used to link to this page

Home My WebLink AboutCAG2023-536 - Amendment - #1 - Golden Shovel Agency, LLC - Economic Gateway Service - 04/03/2024 FOR CITY OF KENT OFFICIAL USE ONLY Sup/Mgr: Agreement Routing Form Dir Asst: • For Approvals,Signatures and Records Management Dir/Dep: KE N T This form combines&replaces the Request for Mayor's Signature and Contract Cover (Optional) WASHINGTON Sheet forms. Originator: Department: Rhonda Bylin ECD Date Sent: Date Required: c 04/04/2024 n/a CL Director or Designee to Sign. Date of Council Approval: CL n/a Budget Account Number: Grant?[:]YesZNo 10004115.64260.6115 Budget?:Yes:No Type: N/A Vendor Name: Category: Golden Shovel Agency, LLC Contract Vendor Number: Sub-Category: = 2532103 Amendment 0 Project Name: KentValleyWa Economic Development Website and Marketing E i Project Details:original contract$23,462 annually. Amendment adds additional business intelligence capability,to expand its reach, utility and appeal. This adds an additional 8K per year, which amount will be prorated for the remainder _= of the contract year at 4K. Option to renew with 3%annual increase, applicable to all service charges. C 40 40 Agreement Amount: 4,000 Basis for Selection of Contractor: Direct Negotiation 47 `Memo to Mayor must be attached 3- Start Date: 04/03/2024 Termination Date: 10/01/2024 Q Local Business?F--]YesF--]No* If meets req uiremen ts per KCC 3.70.100,please complete"Vendor Purchase-Local Exceptions'form on Cityspace. Business License Verification:Yes:ln-Process:Exempt(KCC 5.01.045) Notice required prior to disclosure? Contract Number: F1YesF]No CAG2023-536 Comments: a1 C 3 N � H •� i N 3 f0 C V1 Date Routed to the City Clerk's Office: 4/10/24 Interlocal Agreement has been uploaded to website: ❑ adccW22313_1_20 Visit Documents.KentWA.gov to obtain copies of all agreements rev.20210513 DocuSign Envelope ID:829DADC2-82CD-4031-B5FB-A7A9DD3523A9 Golden Shovel Agency Amended 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 Kent Valley Economic Development("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 DocuSign Envelope ID:829DADC2-82CD-4031-B5FB-A7A9DD3523A9 • 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 • GIS Planning Business Directory Intelligence Component and Property viewer *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. DocuSign Envelope ID:829DADC2-82CD-4031-B5FB-A7A9DD3523A9 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. Amended: • Client shall pay a prorated amount of$4,000 for GIS Planning Business Directory Intelligence Component and Property viewer for the remaining contract year which renews in October 2024. • Client shall pay$8,000/yr for GIS Planning Business Directory Intelligence Component and Property viewer plus 3%annual inflationary increase every contract anniversary, beginning October 2024. 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. DocuSign Envelope ID:829DADC2-82CD-4031-B5FB-A7A9DD3523A9 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. 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. DocuSign Envelope ID:829DADC2-82CD-4031-B5FB-A7A9DD3523A9 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. 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 is made in Minnesota and shall be governed by and construed in accordance with the laws of the State of Minnesota 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, the prevailing party in any such action or proceeding shall be entitled to recover its reasonable attorneys' fees, expert witness fees, costs of suit, and expenses, in addition to any other relief to which such prevailing party may be entitled. 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. DocuSign Envelope ID:829DADC2-82CD-4031-B5FB-A7A9DD3523A9 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 Kent Valley Economic Development 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. Kent Valley Economic Development Golden Shovel Agency, LLC DocuSigned by: By -- By Q it, 6VWA S Its rfc ✓ Its Fi nance Date: 2 Date:4/3/2024