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HomeMy WebLinkAboutCraft Beverage Yakima - Website Hosting AgreementlTServices C ITY QP Y A K t M A 129 N Second Street Yakima, WA 98901 This WEBSITE HOSTING AGREEMENT ("Agreement") is entered into this / day of 2017 between the City of Yakima, a municipal corporation ("City"), and Craft Beverage Yakima, ("Client"). WHEREAS, the City of Yakima has the resources to provided Website Hosting on a limited basis to organizations that promote economic development in and around the City of Yakima; and WHEREAS, the Client has the need for locally provided website hosting services; and WHEREAS, it is in the best interest of the residents in and around the City of Yakima to have websites that actively promote the area and enhance economic development; NOW, THEREFORE, for good and valuable consideration the parties agree as follows: 1. Term a. The term of this Agreement shall commence on the date the Agreement is signed by both parties and shall continue for successive one year periods, which shall automatically renew under the same terms and conditions set forth herein, subject to the City's right of revision as described below, and unless either party terminates the Agreement in accordance to section 7, Termination. 2. Compensation a. The Client shall pay the City the sum of Three Hundred and Sixty dollars and no cents ($360.00) annually for the hosting services being provided by the City. b. The City reserves the right to revise the compensation received from the Client effective on the annual renewal date of the Agreement, provided Client receives thirty (30) days' written notice of such revision prior to the renewal date, for any subsequent renewal periods of the Agreement. 3. City Services Provided a. In exchange for the annual consideration described in Section 2, the City will provide to the Client website hosting services that will include: i. Website developed in Wordpress Content Management System (CMS) ii. Periodic updates to Wordpress to keep the product current and secure iii. Backup of the websites data iv. Hosted website in a secure environment v. User accounts for accessing the website for updating content Providing Information Services to the City of Yakima Business Phone: 509.575.6098 Business Fax: 509.249.6835 vi. Basic assistance in content management and training vii. Domain name licensing and renewal (City of Yakima has ownership) b. Other services may be considered on a case by case basis that may result in additional fees beyond what is included in this Agreement. c. The City will provide complete development of a website in Wordpress for a fee that will be agreed upon by both parties prior to any work being performed. This fee will be in addition to the annual compensation identified in Section 2, Compensation. 4. Client's Responsibility a. The Client will be responsible for maintaining the contents of the website with no expectation of assistance from the City excepting minimal technical advice. b. The Client shall have complete responsibility to ensure that the website does not contain illegal, obscene, or prohibited content and that all content is in accordance with the moral norms of the City of Yakima, as determined by and in the sole discretion of the City of Yakima. 5. Intellectual Property a. "Intellectual property rights" means all patents, rights to inventions, copyright (including rights in software) and related rights, trademarks, service marks, get up and trade names, internet domain names, rights to goodwill or to sue for passing off, rights in designs, database rights, rights in confidential information (including know-how) and any other intellectual property rights, in each case whether registered or unregistered and including all applications (or rights to apply) for, and renewals or extensions of, such rights and all similar or equivalent rights or forms of protection which subsist or shall subsist now or in the future in any part of the world. b. The Client shall guarantee that all elements of text and images placed on the site are either owned by the Client or that the Client has permission to use such elements. c. The Client owns all intellectual property rights of text, images, site specification and data Client provides for the function of this site, unless they are owned by others. d. The City owns any intellectual property rights developed by the City prior to, or developed separately from this website and not paid for by the Client. Page 2 of 5 6. Warranties a. The City makes no warranties or representations of any kind, whether expressed or implied for the service it is providing. City also disclaims any warranty of merchantability or fitness for any particular purpose and will not be responsible for any damages that may be suffered by Client, including loss of data resulting from delays, non -deliveries or service interruptions by any cause or errors or omissions of either the Client or the City. The City does not represent guarantees of speed or availability of end-to-end connections. The City expressly limits its damages to Client for any non -accessibility time or other down time to the pro -rata monthly charge during the system unavailability. The City specifically denies any responsibilities for any damages arising as a consequence of such unavailability. 7. Termination a. Either party may termination this Agreement, with or without cause by providing thirty (30) days' prior written notice of said intent, except in instances where the Client has violated any of the terms of this Agreement, in which case the City may terminate the Agreement immediately. 8. INDEMNIFICATION/PROMISE NOT TO SUE a. The Client agrees to hold harmless, indemnify, protect, and defend the City, its elected officials, officers, employees, and agents from and against any and all claims, demands, losses, liens, liabilities, penalties, fines, lawsuits, and other proceedings and all judgments, awards, costs and expenses (including attorneys' fees and disbursements) that result from or arise out of the negligence or wrongful acts or omissions of the Client, its elected officials, officers, employees, and agents in connection with or incidental to the performance or non- performance of this Agreement. b. In the event that the officials, officers, agents, and/or employees of both the City and the Client are negligent, each party shall be liable for its contributory share of negligence for any resulting suits, actions, claims, liability, damages, judgments, costs and expenses (including reasonable attorney's fees). c. Nothing contained in this Section or this Agreement shall be construed to create a liability or right of indemnification in any third party. 9. WAIVER OR MODIFICATION INEFFECTIVE UNLESS IN WRITING a. No waiver, alteration, or modification of any of the provisions of this Agreement shall be binding unless in writing and signed by duly authorized representatives of the City of Yakima and the Client. 10. ASSIGNMENT a. This Agreement may not be assigned by either party hereto without the prior written consent of the other party. Page 3 of 5 11. NON -WAIVER a. The waiver by the Client or the City of the breach of any provision of this Agreement by the other party shall not operate or be construed as a waiver of any subsequent breach by either party or prevent either party thereafter enforcing any such provision. 12. WRITTEN NOTICE a. All notices required by or sent under this Agreement shall be in writing, shall be delivered personally to the recipient, or sent by means of certified mail with full postage prepaid, return receipt requested. Any written notice hereunder shall become effective as of the date when mailed or personally delivered. Notices to the City of Yakima shall be delivered to the Yakima Information Technology Manager at 129 North 2nd Street, Yakima, Washington 98901. Notices to the Client shall be delivered to the president of the Craft Beverage Yakima organization. 13. SEVERABILITY a. If a court of competent jurisdiction holds any part, term or provision of this Agreement to be illegal, or invalid in whole or in part, the validity of the remaining provisions shall not be affected, and the parties' rights and obligations shall be construed and enforced as if the Agreement did not contain the particular provision held to be invalid. b. If any provision of this Agreement is in direct conflict with any statutory provision of the State of Washington, that provision which may conflict shall be deemed inoperative and null and void insofar as it may conflict, and shall be deemed modified to conform to such statutory provision. 14. GOVERNING LAW a. This Agreement shall be govemed by and construed in accordance with the laws of the State of Washington. 15. VENUE a. The venue for any action to enforce or interpret this Agreement shall lie in a court of competent jurisdiction located in Yakima County, Washington. 16. AUTHORITY a. The person executing this Agreement on behalf of the Client represents and warrants that he or she has been fully authorized by the goveming body of the Client to execute this Agreement on its behalf and to legally bind the Client to all the terms, performances and provisions of this Agreement. Page 4 of 5 CITY OF YAKIMA Cliff Moo rK;City Manager Date: C0/1 l ATTEST: CRAFT BEVERAGE YAKIMA it , , ede- Signature Pf//G/!» .P G1i1v& Printed Name Title Date: ,-• /Z 11 Contract No. 00/ 7 - o 78 Page 5 of 5