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.
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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.
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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.
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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
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