Website Services Agreement

Agreement deliverables will be submitted, reviewed, and accepted according to the following procedure:

A. General. Except where this Agreement provides different criteria, work will be accepted if it has been performed in accordance with the applicable specifications for Contractor's work in the Statement of Work, and/or as subsequently modified in Client-approved design documents developed within this Project, and in the accepted final documentation.

B. Submittal and Initial Review. Upon written notification by Contractor that a Deliverable is completed and available for review and acceptance, the Client will use best efforts to review the Deliverable within five (5) business days after the Deliverable is presented to the Client Project Director, but in no event later than twenty (20) business days after the Deliverable is presented to the Client Project Director. Within the applicable period, the Client will direct the appropriate review process, and coordinate any review outside the Project team, as needed. The initial review process will be comprehensive with a view toward identifying all items that must be modified or added to enable a Deliverable to be approved. A failure to deliver all or any essential part of a Deliverable shall be cause for non-acceptance.

C. Notification of Acceptance or Rejection. If no notification is delivered to Contractor within the applicable period, the Deliverable will be considered approved. If Client disapproves a Deliverable, Client will notify Contractor in writing (email, electronic, or hard copy) of such disapproval, and will specify those items that, if modified or added, will cause the Deliverable to be approved.

D. Resubmitting Corrected Deliverables. With respect to such Deliverables, Contractor will resubmit the Deliverable with requested modifications and the Client will review such modifications within five (5) business days. If no notification is delivered to Contractor within those five (5) business days, the Deliverable is considered approved. If the Client disapproves that Deliverable, the Client will notify Contractor in writing (email, electronic, or hard copy) of any additional deficiencies which result from such modifications and Contractor will resubmit the Deliverable with the requested modifications. The parties agree to repeat this process as required until all such identified deficiencies are corrected or a determination of breach or default is made. The payment by the Client for each activity is contingent upon correction of all such deficiencies and acceptance by the Client.

F. Payment of Retainage Based on Acceptance. Final payment of any retainage will be contingent on completion and acceptance of all agreement deliverables.

 

5.1 Payment by Task

This Agreement shall be compensated on a firm fixed price basis with progress payments upon completion of all deliverables within a series of tasks. Certain tasks have been identified as payment tasks (see below).

Payments, less retainage, will be made upon successful completion and after review and approval by the Client of the tasks and deliverables. All completed work and deliverables shall be in conformity Statement of Work (Attachment I) specifications and commonly accepted industry standards.

5.1.1 Payment Schedule

Contractor has identified certain tasks as payment tasks. Payment tasks are those which represent the completion of major milestones of the project. Amount of payments are outlined in the Statement of Work (Attachment I) Basic payment tasks are as follows:

Payments are predicated upon successful completion and approval by the Client of the described tasks and deliverables as provided in the Acceptance of Deliverables Section 4.0. Payments will be made to the Contractor after receipt of an invoice, or may be made in advance. Client will make every reasonable effort to make payments within 25 work days of the receipt of invoice.

5.2 Payment by Hourly Rate

This Agreement may also be compensated by an hourly rate, currently $60 per hour. This fee applies to services not specifically identified in the Statement of Work as part of a package with a fixed price.

6.1 Termination for Cause

Client may terminate this Agreement for cause based upon the failure of Contractor to comply with the terms and/or conditions of the Agreement; provided that the Client shall give the Contractor written notice (email, electronic, or hard copy) specifying the Contractor's failure.

If within thirty (30) days after receipt of such notice, the Contractor shall not have either corrected such failure or, in the case of failure which cannot be corrected in thirty (30) days, begun in good faith to correct said failure and thereafter proceeded diligently to complete such correction, then the Client may, at its option, place the Contractor in default and the Agreement shall terminate on the date specified in such notice.

Contractor may exercise any rights available to it under state law to terminate for cause upon the failure of the Client to comply with the terms and conditions of this agreement; provided that the Contractor shall give the Client written notice (email, electronic, or hard copy) specifying the Client's failure and a reasonable opportunity for the state to cure the defect.

6.2 Termination for Convenience

Client may terminate the Agreement at any time without penalty by giving thirty (30) days written notice to the Contractor of such termination or negotiating with the Contractor an effective date thereof. Contractor shall be entitled to payment for deliverables in progress, to the extent work has been performed satisfactorily.

Upon completion of this agreement, or if terminated earlier, all data files, documentation, records, worksheets, or any other materials related to this agreement, and not specified as property of the Client, shall become the property of Contractor. All such records, worksheets, or materials specified as property of the Client shall be delivered to the Client within thirty days of the completion or termination of this agreement.

Any alteration, variation, modification, or waiver of provisions of this agreement shall be valid only when they have been reduced to writing, duly signed by all parties.

Contractor agrees to abide by the requirements of the following as applicable: Title VI and VII of the Civil Rights Act of 1964, as amended by the Equal Opportunity Act of 1972, Federal Executive Order 11246, the Federal Rehabilitation Act of 1973, as amended, the Vietnam Era Veteran's Readjustment Assistance Act of 1974, Title IX of the Education Amendments of 1972, the Age Act of 1975, and Contractor agrees to abide by the requirements of the Americans with Disabilities Act of 1990. Contractor agrees not to discriminate in its employment practices, and will render services under this agreement without regard to race, color, religion, sex, national origin, or disabilities. Any act of discrimination committed by Contractor, or failure to comply with these obligations when applicable shall be grounds for termination of this agreement.

Descriptive headings in this agreement are for convenience only and shall not affect the construction or meaning of contractual language.

This agreement constitutes the entire agreement between the parties with respect to the subject matter.

THUS AGREED UPON AND SIGNED on the date(s) noted below

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CONTRACTOR'S SIGNATURE DATE

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CLIENT'S SIGNATURE DATE