HomeMy WebLinkAboutPSA - City Website Maintenance - Pathfinders Advertising & Marketing Group, Inc.1316 COUNTY -CITY BUILDING( - f HONE 574/ 235-92$ l
227 W. JEFFERSON BOULEVARDS "'ACT FAX 574/ 235-9171
SOUTH BEND. INDIANA 46601-1830
CITY OF SOUTH BEND PETE BUTTIGIEG, MAYOR
BOARDF PUBLIC WORKS
November 12, 2019
Ms. Kelly Ball
Pathfinders Advertising and Marketing Group Inc.
1250 Park Place Blvd., 12th. Floor
Mishawaka, IN 46545
RE: Professional Services Agreement
Dear Ms. Ball:
The Board of Public Works, at its meeting held on November 12, 2019, approved the above
referenced agreement for city website maintenance in the amount of $20,000.
Enclosed please find a copy of the agreement for your records.
If you have any further questions regarding this matter, please call this office at (574) 235-
9251.
Sincerely,
Linda M. Martin, Clerk
Enclosure
GARY A. GILOT GENEVIEVE E. MILLER ELIZABETH A. MARADIK LAURA L. O'SULLIVAN THERESE J. DORAU
AGREEMENT FOR PRC'1►h ESSIONAI., SERVICES
This Agreement for Professional Services (this "Agreement") is made effective as of
October 22, 2019 (the "Effective Date"), by and between the City of South Bend, Indiana, an
Indiana municipal corporation, acting by and through its Board of Public Works on behalf of its
Department of Innovation and Technology (the "City"), and Pathfinders Advertising and
Marketing Group Inc., an Indiana corporation (the "Provider") (each a "Party" and collectively the
"Parties").
For and in consideration of the mutual covenants and promises contained herein, the Parties
agree as follows:
1. SS -vic . The Provider will provide to the City the professional services (the
"Services") set forth in the Provider's proposal attached hereto as Exhibit. A (the "Scope of Work").
In the event of any conflict between the terms of this Agreement and the terms of the Scope of
Work, the terms of this Agreement will prevail. The Provider will execute its obligations under
this Agreement in accordance with the prevailing professional standard of care for projects of
similar design and complexity.
2. Coanl)epsatioq. In exchange for the Provider's performance of the Services, and
subject to the terms and conditions of this Agreement, the City will pay the Provider a total sum
not to exceed Twenty Thousand Dollars ($20,000.00) (the "Contract Amount"). The City will pay
the Contract Amount in monthly installments as set forth in the Scope of Work (each a "Contract
Installment"). The City will not be required to pay a Contract Installment if the City is not
reasonably satisfied with the Provider's performance under this Agreement or any default or
breach of this Agreement by the Provider exists, as the City may determine in its sole discretion.
The sum of the Contract Installments will not exceed the Contract Amount, and the Provider will
not incur or seek reimbursement for any expenses in excess of the Contract Amount.
3. Term. Termination. mination Unless earlier terminated in accordance with' its terms, this
Agreement will commence on the Effective Date and end upon the Provider's completion of all its
obligations hereunder and the City's final payment therefor. Notwithstanding the foregoing,
effective immediately upon delivery of a written termination notice to the Provider, the City may
terminate this Agreement, in whole or in part, for any reason, if the City determines that such
termination is in the best interest of the City. In addition, in accordance with applicable laws,
payments are subject to annual appropriation. If the City Controller makes a written determination
that funds are not appropriated or are otherwise unavailable to support the continuation of this
Agreement, it shall be cancelled. A determination by the City Controller that funds are not
appropriated or are otherwise unavailable to support the continuation of performance shall be final
and conclusive. The City will not be required to pay any Contract Installment or be otherwise
liable for any cost associated with the Provider's performance of any Services after the effective
date of termination.
4. Remwedies for Breach of Contract. The Provider's failure to complete the Services
in accordance with this Agreement will be considered a material breach. In the event of any breach
of this Agreement by the Provider, the City may suspend all payments to the Provider and may
pursue any and all remedies available at law or in equity.
5. Point of Contact. The City employee identified in Section 10 below will serve as
the City's principal point of contact for purposes of this Agreement.
6. Relationshim The Provider shall at all times be an independent contractor for the
performance of the Services rather than an employee of the City, and no act or omission to act by
the Provider shall in any way bind or obligate the City. No employee of the Provider will be
considered or deemed to be an employee of the City. This Agreement is strictly for the benefit of
the Parties and not for any third party or person. This Agreement was negotiated by the Parties at
arm's length and each of the parties hereto has reviewed the Agreement after the opportunity to
consult with independent legal counsel. Neither party shall maintain that the language in the
Agreement shall be construed against any signatory hereto. The City and the Provider hereby
renounce the existence of any form of agency relationship, joint venture, or partnership between
the Provider and the City and agree that nothing contained herein or in any document executed in
connection herewith shall be construed as creating any such relationship between the City and the
Provider.
7. Inda:niniricati-o'nITof' City, The Provider hereby agrees to indemnify, defend, and
hold harmless the City and its officials, employees, and agents, from any and all claims of any
nature which arise from the performance by the Provider under this Agreement and from all costs
and attorney fees in connection therewith, except for claims arising out of the negligence or
intentional acts or omissions of the City or its officials, directors, employees, or agents. The
obligations of the Provider under this section shall survive the termination of this Agreement.
8. Work ProdLlq , qhi . The Provider will submit its work product to the City
in accordance with the terms of the Scope of Work. Any and all work product submitted by the
Provider to the City as part of the Provider's performance of the Services shall be free from claims
of infringement and will become the exclusive property of the City. The City will have the right
to use and reproduce copies of the Provider's work product as the City determines in its sole
discretion without compensation to the Provider except the compensation expressly provided for
in this Agreement. The City agrees, to the fullest extent permitted by law, to indemnify, defend,
and hold harmless the Provider against any damages, liabilities, or costs, including reasonable
attorneys' fees, arising from or allegedly arising from or in any way related to or connected with
the reuse or modification of the deliverables by the City. The City will credit the Provider each
time the deliverables are used.
9. ,assignment. The Provider shall not assign or subcontract the whole or any part of
this Agreement or its obligations hereunder without the prior written consent of the City.
10. Notices. Any notice required or permitted to be delivered hereunder shall be
deemed to be delivered when deposited in the United States Postal Service, postage prepaid,
registered or certified mail, return receipt requested, addressed to the City or the Provider, as the
case may be, at the address set forth below.
Provider: CY:
Pathfinders Advertising City of South Bend
1250 Park Place Boulevard, 12'f' Floor 227 W. Jefferson Boulevard, Suite 1400 N.
Mishawaka, IN 46545 South Bend, IN 46601
Attn: Kelly Ball Attn: Denise Riedl, Chief Innovation Officer
11. Inc uaI portamslwla-1s11tKtim1_`arlal��c The Provider shall comply
with all applicable laws and regulations in its hiring and employment practices and policies for
any activity covered by this Agreement. The Provider shall comply with all federal, state, and
municipal laws, regulations, and standards applicable to its activities pursuant to this Agreement
including, but not limited to, the requirements imposed by Ind. Code 22-9-1-10 (non-
discrimination), the provisions of Ind. Code 5-22-16.5 (disqualification for dealings with the
government of Iran), and the provisions of Ind. Code 22-5-1.7 (requiring E-Verify for new
employees and prohibiting employment of unauthorized aliens). Each of the foregoing provisions
is incorporated herein as if set forth in full, and the Provider certifies that it is in compliance with
each such provision and shall remain in compliance through the term of this Agreement.
12.Contractor's Affidavit. The Provider agrees, as a condition precedent to the
effectiveness of this Agreement, that its authorized representative will execute and submit to the
City and any other appropriate bodies an affidavit in the form attached hereto as Exhibit B.
13. D� rr' 1"I' Wllalac . The Provider hereby agrees to make a good faith effort to
provide and maintain a drug -free workplace. The Provider will give written notice to the City
within ten (10) days after receiving actual notice that the Provider or an employee of the Provider
within the State of Indiana has been convicted of a criminal drug violation occurring in the
workplace.
14. No Waiver. No failure or delay on the part of either Party in exercising any right
under this Agreement will operate as a waiver of, or impair, any such right. No single or partial
exercise of any such right will preclude any other or further exercise thereof or the exercise of any
other right. No waiver of any such right will have effect unless given in a written document signed
by the Party waiving such right. No waiver of any right will be deemed a waiver of any other right
hereunder.
15. Sever�abil'it In the event any portion of this Agreement shall be held illegal, void,
or ineffective, the remaining portions hereof shall remain in full force and effect. If any of the
terms or conditions of this Agreement are in conflict with any applicable statute or rule of law,
then such terms and conditions shall be deemed inoperative to the extent that they may conflict
therewith and shall be deemed to be modified to conform to such law.
16. 1"ntirwe_ ureenicnt Amendinei A licabl, Law. . This Agreement sets forth the
entire agreement and understanding between the parties as to the subject matter hereof, and merges
and supersedes all prior discussions, agreements, and understandings of any and every nature
between them. This Agreement may be amended only by separate writing, signed by authorized
representatives of both the Provider and the City. This Agreement will be construed and
interpreted according to the laws of the State of Indiana.
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement for Professional
Services to be effective as of the Effective Date stated above.
CITY:
CITY OF SOUTH BEND, INDIANA
BOARD OF PUBLIC WORKS
Gary A. Gilot, President
Therese Dorau, Member
twL-L�uk- --.
Elizabeth M aradik, Member
Genevi idea be
7
.aura O'Sullivan, Member
ATTEST—I...� '
Linda M. Martin, erg
PROVIDER:
PATHFINDERS ADVERTISING AND MARKETING GROUP INC.
m W
Printed:.._ t ......._.
Title: I.
EXHIBIT A
Scope of Work
[See attached.]
EXHIBIT B
Contractor's Affidavit
[See attached.]
Client: City of South Bend
Project: Ongoing Website Maintenance and Support Plan
Date: October 7, 2019
Once your website reaches an ideal state of content and functionality, Pathfinders recommends budgeting
for and engaging in an ongoing website maintenance and support agreement to proactively maintain and
keep the infrastructure of your website up-to-date. Ongoing development and updates will keep your
websites fresh and appealing for users, while also keeping the back -end CMS current to mitigate the risk of
security breaches.
Ongoing maintenance tasks to include:
• Client communication and management for maintenance and troubleshooting requests
• General website troubleshooting and remediation (either reported/discovered by client or agency)
o Time Estimate: Completely depended on the issue
o Details on response and completion timeframes included below
• Utilize 3`d-party tools to provide activity monitoring of systems
o Identify conflicts and issues that are hard to spot with a visual review
• Monthly WordPress CMS and plugin updates
o Remediation should updates cause unforeseen issues
o Time Estimate: 1 to 3 hours
• Monitoring and ensuring site is search compliant and can be optimally indexed by search engines
• Actionable by request of Client only
o Provide best practices and recommendations to support the City of South Bend
• Site search recommendations and optimizations
• Possible website risks, updates and security threats
• CSS design changes
• Minor copy writing and editing to address any search compliance issues discovered
(E.g., too long title tags, missing meta descriptions, etc.)
• Page/content creation and/or updates to images, photography, video
0 3'd-Party integration troubleshooting support
o HTML programming for new functionality
o Quarterly planning meetings
High Production application down
Client will receive 8houns'
Standard: 8am-5pm
Within
nrmajor malfunction
afollow-up
EST, M-F
reasonable
resulting inusers unable to
communication
efforts amsoon
perform their normal
regarding aHigh
|faHigh priority
as possible'
functions.
priority issue from
event occurs outside
Pathfinder
ofbusiness hours
support within 8
and support is
hours with o
required, Pathfinders
detailed
will respond,
description ofthe
address, and
failure and
mmodiatethe issue
expected
auquickly aspossible
resolution time.
tothe best nfour
ability,
Medium Production application
Client will receive 24hnumz
Dam—spmEST,No'F
Within
functionality orperformance
afo||ov+up
reasonable
resulting |nhigh number of
communication
efforts as soon
users unable tuperform
regarding
as possible
their normal functions.
Medium priority
within current
Also, toinclude High Priority
issue from
scheduled 2-
business enhancements and
Pathfinder
week sprint'
communications. Examples
support within Z4
include (but not limited to):
hours with a
�Functiona|suppurt/
detailed
maintenance (e.g. data
description ofthe
sync towebgte'
failure and
|ogin/nccesoisaues,
expected
miscellaneous errors
resolution time.
troubleshooting).
umvv Low priority enhancements,
Client will receive 48houm'
8am—SpmEST, &4f
Within
communications, nrupdates.
afoUow-up
weeks wfnext
Examples include (but not
regarding aLow
scheduled
limited to):
Priority within 4A
sprint'
• Minor U|oraesthetic
hours from time
changes, including copy,
of request
Q,aphics/fon1mnhun8no.
wMinor data structure
changes (e.g.
add/remove aninput
field aslong asit's not
part ofany special logic
other than simple form
submission validation),
= Minor functional changes
(e.g.add/remove search
filter, minor data
validation change, minor
permission change).
The objective of a retainer agreement is to achieve a win/win for both the client and agency. It provides a set
budget and expectations for the client, as well as, provides the agency with a set number of hours of
productivity that allows for proper capacity planning for your account. While billed monthly, hours utilized
will be managed quarterly. This flexibility allows the collective team to determine what's most important at
the time, so you aren't spending money on services when you don't need them. Pathfinders will proactively
manage allotted hours, while making recommendations on the best ways to use the time.
The client and agency may review the agreement activity every 90-days to ensure that the activity levels
remain equitable for both partners.
1. Pathfinders is deemed to have responded when it has replied to the client's initial request. This may
be in the form of an email, telephone call, or ticket via project management software to either
provide a solution or request further information.
2. Pathfinders is unable to provide guaranteed resolution times. This is because the nature and causes
of problems can vary enormously.
a. For instance, it may be possible to resolve a fatal server issue in minutes, simply by restarting
the server. But if a server fails due to disk error or a hardware fault (also classed as a High
Priority issue) it may take much longer to get back up and running.
b. In all cases, Pathfinders will make its best efforts to resolve problems as quickly as possible. It
will also provide frequent progress reports to the client.
3. Uptime guarantees will be inherited via client's hosting provider.
4. This statement of work (SOW) includes hard cost associated with third -party vendors/systems
associated with proactive monitoring of the website.
5. This agreement begins October 22, 2019 and will remain in effect for a minimum, twelve-month
period.
6. Client may stop this Agreement with thirty (30) days written notice. In the event that the Client
cancels the Agreement, it is responsible for payment through the then current month and is not
subject to any termination fees.
7. The Pathfinders Advertising Ongoing Website Maintenance and Support Plan fee includes the
services as described above. Your Monthly Maintenance and Support Plan will be renewed Q1 in
subsequent years, unless Pathfinders is notified otherwise. Should our fees or services change,
Pathfinders will proactively notify the client and request approval prior to the annual Q1 billing cycle.
O 2019 Pathfinders I All Rights Reserved
Signatures
'\t11 hori-f at inr i
le I --I a6lcc 1 1
they relate to the project, its cost, and expected ,-
AUTHORIZED BY
CLIENT SIGNATURE DATE
AUTHORIZED BY
DATE
0 2019 Pathfinders I All Rights Reserved
BOARD OF PUBLIC WORKS
AGENDA ITEM REVIEW REQUEST FORM
Date 10-31-2019
Department Innovation &
Name Annanne Kennedy Technolqgy
- 11 .............. 11111111111111111 y ............ .
BPW Date 11-12-2019 Phone Extension 6203
- - - - - - - - . .................. . . .
Required Prior to Submittal to Board
Legal Z Attorney Name Kennedy
Controller z Controller review is required for all Contracts $5,000.00 or more anc
greater than one year in length per the City Purchasing Policy
Purchasing z
Check the
Agreement
Professional Services
F-1 Bid Opening
E] Quote Opening
El Change Order No.
El Ease/Encroach.
[] Other:
)r9priate Item Type
Contract
F-1 Resolution
El Bid Award
Quote Award
C/O & PCA No,
Traffic Control
:)r All Submissions Addendum
_ —
Proposal
F1 Req. to Advertise [] Title Sheet
fired Information
0 PCA
Company or Vendor Name Pathfinders Advertising and Marketing Group, Inc.
New Vendor El Yes E No [:]If Yes, Approved by Purchasing
MBENVBE Contractor F-1 MBE [:] WBE
MBE/WBE Contractor Requested E:1 No E Yes Name of Company
Project Name City Website Maintenance
................. ...............
Project Number
Funding Source IT Fund Professional Services
Account No. 279-0672-415.31-06
----- . ...........
Amount $20,000
Terms of Contract 10/l/2019-9/30/2020
. . . ...... - -
Purpose/Description Website maintenance for southbenq[D.gov — - - - - - -
[:]Required Contractor's Certification Form Attached (Non -Collusion,
Non -Discrimination, Non -Debarment, E-Verify, Iran, etc.)
Amount of El increase $
n Decrease $
Previous Amount
Current Percent of Change.
New Amount
Total Percent of Change:
Copy Original
F-1 Denise Riedl
_ . ................. -
Dan O'Connor
....... Dan Parker .................................. ...........
Dispersal After Approval