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MASTER SERVICES AGREEMENTMaster Services Agreement This Master Services Agreement ("Agreement") is made and entered into as of June 22, 2010, (the "Effective Date") by and between Community Redevelopment Agency of the City of Clearwater located at P.O. Box 4748, Clearwater, Florida (hereinafter "CLIENT"), and. Blenderbox, Inc., having a primary place of business at 26 Dobbin Street, 3"d Floor, Brooklyn, NY 11222 (hereinafter "VENDOR"). Background VENDOR is in the business of providing certain information technology services, including but not limited to creative design., web application development, infonnation architecture, production graphics, development services, technical specification, documentation and quality assurance to companies as an independent contractor; and CLIENT desires to retain VENDOR to provide such services in accordance with and subject to the terms hereof. NOW THEREFORE, the parties agree as follows: Article 1 Services Provided 1.1 Statement of Work Orders All work performed by VENDOR shall be documented in a Statement of Work Order signed by authorized representatives of both parties and incorporated herein as an Exhibit. Each Statement of Work order shall set forth, as applicable, the work to be done, the milestones for deliverables pertaining to the work, the location of the work, the resources to be provided by CLIENT and VENDOR, respectively, and the fees for the work to be performed. VENDOR and CLIENT each shall have the right to accept or decline any proposed Statement of Work order. In the event of any conflict between a Statement of Work order and the teens of this Agreement, the Statement of Work order shall control. 1.2 Services VENDOR shall perform all work necessary for the particular Statement of Work order including any and all technical writing, analysis and design and quality assurance services to be provided by VENDOR for CLIENT toward the implementation, modification, or maintenance of web-related content, applications, software, and databases under the constraints and strictures defined by the pertinent Statement of Work orders. 1.3 Method of Performing Services VENDOR shall determine the method, details, staffing, and means of performing the work to be carried out for CLIENT. Notwithstanding the above, CLIENT shall be entitled to exercise a broad general power of supervision and control over the results of work performed by VENDOR to ensure satisfactory performance including the right to inspect, stop work, make suggestions or recommendations as to the details of the work, and request modifications to the scope of the Statement of Work orders which shall be agreed to by the parties. 6/22/10 Page 1 of 7 Article 2 Compensation, Acceptance, Product Warranty and Destructive Elements 2.1 Rates The current schedule of fees for work performed by VENDOR shall be set forth as part of each Statement of Work order. 2.2 Estimates Estimates of total fees for projects may be provided in a Statement of Work, but VENDOR does not guarantee such estimates unless explicitly guaranteed in the Statement of Work order. VENDOR will notify CLIENT in writing as soon as possible if it will exceed the estimate, and will seek written approval from CLIENT before continuing work on the specific Statement of Work order. CLIENT reserves the right to terminate the specific Statement of Work order at any time that the projected costs will exceed the appropriate Statement of Work order, as outlined in Article 4. 2.3 Invoices VENDOR shall submit invoices to CLIENT as defined in the appropriate Statement of Work order. Each invoice will provide a breakdown and distribution of charges by name of individual consultant and expense items. All undisputed fees shall remain due and owing. 2.4 Date for Payment of Compensation CLIENT shall pay each undisputed invoice in full within thirty (30) days after receipt subject to CLIENT satisfaction of the work product. 2.5 Acceptance of Final Product Within sixty (60) days following delivery, completion, and demonstration of the last project milestone described in the appropriate Statement of Work order, CLIENT shall deliver to VENDOR a signed letter, or e-mail notification, either accepting or rejecting the completion of the Project. If completion of the Project is accepted, VENDOR shall deliver the final invoice to CLIENT. If completion of the Project is rejected, the letter shall detail all reasons for the rejection and the specific actions required to remedy the same. VENDOR shall take these actions and re-deliver the materials comprising the Project and demonstrate its functionality against the Project's specifications, and CLIENT shall once again follow the procedures in this Section 2.5. CLIENT shall not reject the completion of the Project on a second or subsequent occasion if the materials delivered by VENDOR comply with the required remedies in all material respects. 2.6 Product Warranty VENDOR hereby warrants that for a period of ninety days (90) days after final acceptance of the project ("Warranty Period") described in a Statement of Work order ("Order"), the work performed under such Order shall be free of defects in programming and operation and shall function in material respects in accordance with the specifications set forth in the Order. In the event that the work performed under the Order fails to perform in accordance with this warranty, CLIENT shall inform VENDOR of such fact and VENDOR shall provide such 6/22/10 Page 2 of 7 programming, design, and installation services as may be necessary to correct such errors without any additional charges to CLIENT. 2.7 No Destructive Elements "Destructive Elements" means all acts, omissions, computer instructions or code intentionally designed by VENDOR to disrupt, disable, alter, damage, interfere, harm, or otherwise access, remove or impede in any manner (including aesthetical disruptions or distortions) any of CLIENT's software or equipment (sometimes referred to as "viruses" or "worms") that would disable or impair the operation of CLIENT'S software or equipment based on the elapsing of a period of time, exceeding an authorized number of copies, advancement to a particular date or other numeral (sometimes referred to as "time bombs", "time locks", or "drop dead" devices), or which contains any other similar harmful, malicious or hidden procedures, routines or mechanisms which would cause such programs to cease functioning or to damage or corrupt data, storage media, programs, equipment or communications, or otherwise interfere with operations. Any work performed by VENDOR for CLIENT shall not contain any Destructive Elements. Article 3 Intellectual Property Licenses and Proprietary Rights 3.1 Ownership of Materials All materials produced by VENDOR for CLIENT pursuant to this contract, including but not limited to all code, designs, reports, guides, scripts, templates, models, and notes ("Materials"), shall be "works made for hire" and CLIENT shall be considered the "author" within the meaning of the United States Copyright Act (the "Act"). All rights in and to Materials, including, without limitation, all inventions and developments (whether patentable or not) and all copyrights and extensions and renewals thereof under United States Law, are and shall remain CLIENT's sole and exclusive property. To the extent that any Materials or any part thereof shall be deemed by any court of competent jurisdiction or any governmental or regulatory agency not to be a "work made for hire" within the meaning of the Act, the provisions of this contract shall still control and, for the consideration set forth herein, VENDOR hereby irrevocably and absolutely sells, assigns, sets over and transfers to CLIENT, its successors and assigns, all right, title and interest in and to the Materials and all intellectual property rights therein. VENDOR agrees to execute and deliver any documents and instruments reasonably required by CLIENT to evidence and to vest CLIENT's exclusive ownership of the Materials and all intellectual property rights therein and to apply for and obtain patents or copyright registrations with respect thereto. VENDOR hereby irrevocably appoints CLIENT to be its attorney in fact anal, in the name and on its behalf, to execute all such instruments and take all other actions and generally to use its name for such purposes. VENDOR represents and warrants that all Materials presented to CLIENT shall be free of any adverse claims of rights therein. The Materials shall be either original works or, if not original, VENDOR will procure the necessary licenses and/or releases from third parties to enable CLIENT to use the Materials; and VENDOR shall indemnify and hold CLIENT harmless against any and all losses, liabilities, awards and costs (including legal fees and expenses) arising out of or related to any third-party claim resulting from use of material produced by VENDOR for 6/22/10 Page 3 of 7 CLIENT. Notwithstanding the foregoing, VENDOR retains the right to display graphics, screen shots and other web design elements produced by VENDOR for CLIENT pursuant to this Agreement as examples of VENDOR's work in its portfolio. 1n addition, CLIENT agrees that VENDOR shall be entitled to place a link and/or language crediting VENDOR with the design of CLIENT'S website, which link and/or language shall be in such manner as CLIENT may reasonably consent to or designate. Article 4 Term and Termination 4.1 Term This Agreement will become effective on the Effective Date and will continue in effect through the completion of all Statement of Work orders or August 31 2010, whichever occurs last. 4.2 Termination for Convenience CLIENT may terminate this contract, for any reason or no reason, with thirty days written notice to VENDOR. 4.3 Termination for Cause CLIENT may terminate this contract immediately upon written notice to VENDOR in the event of VENDOR'S breach of any terms of this Agreement. 4.4 Delivery of Product Upon termination for any reason, VENDOR shall deliver to CLIENT all materials originally provided by CLIENT or its affiliates, as well as all work produced up until the time of termination, including designs, reports, templates, models, composites and any other materials, code or documentation that it has prepared. Upon termination by either party, VENDOR shall not perform any further work under this Agreement. 4.5 Survival In the event of any termination or expiration of this Agreement, Section 2.6, 2.7, 3.1, 4.4, 4.5, 5, 7 and 8 shall continue in effect. Article 5 Proprietary Information and Confidentiality CLIENT and its affiliates will be sharing proprietary and confidential information. with VENDOR to enable VENDOR to complete the appropriate Statement of Work order. Such information may include but is not limited to business information including practices and plans, financial information, operations, computer systems, technical information and fiduciary relationships or any other non-public information about CLIENT's business and the business of CLIENT's customers ("Proprietary or Confidential Information"). VENDOR agrees to keep strictly confidential all communications and all documents and information shared by or on. behalf of CLIENT and its affiliates, and shall not disclose any of this information, the terms and purpose of this agreement, or any information or material developed under this agreement to any third party without prior written consent of CLIENT. Upon termination of this Agreement, or upon demand of the CLIENT, whichever is sooner, VENDOR shall return to 6/22/10 Page 4 of 7 Client any and all documents containing Proprietary or Confidential Information, or from which Proprietary or Confidential Information could be inferred, including any copies or reproductions thereof and to destroy any electronic copies and verify in writing that it has complied with this obligation. The obligation to maintain the confidentiality of the Proprietary and Confidential Information as provided hereunder shall survive the termination of this Agreement. Article 6 Independent Contractor 6.1 Intention of Parties VENDOR shall perform services pursuant to this agreement as an independent contractor with respect to CLIENT, and nothing in this agreement shall create, or be deemed to create any relationship of employer and employee or of principal and agent between CLIENT and VENDOR. As an independent contractor, VENDOR is solely responsible for payment of all compensation to its employees and all applicable obligations to state and/or federal governmental agencies, including, but not limited to, income tax, unemployment tax, business registrations fees, etc., for its own employees. VENDOR agrees to defend, indemnify and hold harmless CLIENT from and against any claims, liabilities, or expenses relating to payment of compensation to VENDOR employees, as well as their tax, assurance, and/or benefit matters. 6.2 Location of Work VENDOR will work at its own office, as well as the offices of CLIENT when necessary for meetings and consultations; however CLIENT will not dedicate a particular office or support staff at its locations specifically to VENDOR. VENDOR will set their own hours and days of the week to work, consistent with their responsibilities to CLIENT. 6.3 Nonexclusive VENDOR shall retain the right to perform similar services for others during the term of this Agreement. CLIENT shall retain the right to cause similar work to be performed by its own personnel or other contractors during the term of this Agreement. Article 7 Warranties CLIENT represents and warrants that it has the right, power, and authority to enter into this Agreement, and that this Agreement does not conflict with the terms of any other agreement to which it is a party. VENDOR represents and warrants that: it has the right, power, and authority to enter into this Agreement and that this Agreement does not conflict with the terms of any other agreement to which VENDOR is a party. 6/22/10 Page 5 of 7 IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be duly executed as of the date below. FOR VENDOR Blenderbox, Inc. FOR CLIENT Community Redevelopment Agency of the City of Clearwater See Attached Signature Page J as r,? J e,?-`, e? N TITLE: DATE: DATE: 5/22/10 Page 7 of 7 TITLE: Ct D COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF CLEARWATER, FLORIDA Approved as to form: By: Frank V. Hibbard Chairperson Attest: r, rr I ?1?4 - r, "t?' vA- Pamela K. Akin pi Cynthia E. Goudeau City Attorney City Clerk Exhibit ""A" Community Redevelopment Agency statement of work client: Community Redevelopment Agency •--------------------------------------------------------- -- project: Website Design and Development --------------------------------------------------------------- -----' job #: CRA001 agency contact: Anna Levitt Sr. Project Manager alevitt@blenderbox.com tel 718 963 4594 ext 128 fax 718 218 7804 htti)://www.blenderbox.com date issued: 06.24,10 version: 1.4 issued by: Anna Levitt client contact: Courtney Orr Downtown Manager Courtney -Orr@myClearwater,com tel 727 562 4022 fax 727 562 4075 Proprietary and Confidential This material is proprietary to Blenderbox Inc. and contains trade secrets and confidential information. This material Is solely for the Client's internal use. This material shall not be used, reproduced, copied, disclosed, transmitted, in whole or part, without the express consent of Blenderbox Inc. @ 2009 Blenderbox Inc. 26 Dobbin Street, 3rd Floor, Brooklyn NY 11222 tel 718 963 4594 www.blenderbox.com date Issued: 06.29.10 statement of work version: 1.5 issued by: Anna Levitt 1.0 Project Overview This statement of work outlines the work involved to develop a new website for the Cleveland Street District. The website will be used to attract and inform the citizens, visitors and business owners about Cleveland Street District in downtown Clearwater. Our project plan and deliverables, will deliver a solution designed to fit within a budget of $75K and a lifecycle of approximately eight months. 2.0 Agency Deliverables Project Plan Once mutually agreed upon and finalized, we will deliver a project plan developed in Microsoft Project and/or Basecamp denoting specific milestones, timelines, dependencies, and deliverables for execution of the project requirements. Discovery Documentation We will deliver documents outlining the following: - Content Inventory: Blenderbox will produce an excel file that itemizes all publicly available pages on the current site, with unique identification number for each which will be useful for planning, prioritization and organization for the new site. - Requirements Gathering/documented features and recommendations: We will engage in conversations with CRA about the functionality desired for the redesigned website (informed by the RFP, proposal and conversations to date as well as conversation during a scheduled on-site visit to your offices), which will result in an itemized and prioritized list of the features that will be specified during the information architecture phase. - Profiles: After a review of CRA's marketing assets, discussions with project stakeholders, and a web survey of end-users which we will implement, Blenderbox will produce a brief that summarizes the following pieces of information about CRA's target audiences: • Who the audience is and what their key characteristics are (when known) • Why they come to the Cleveland Street site and what kinds of experiences they seek • The key messages Cleveland Street wishes to communicate to these audiences • The importance of the audience to Cleveland Street, relative to the other audiences - Technical Requirements: A document summarizing target technologies, platforms, and other technical requirements or constraints for the website and corresponding content management system (CMS) which is understood to a custom implementation of the NET/ASP based content management system we demonstrated during our on-site pitch. Assumptions: - This work will include: • Content Inventory • Content Strategy • Functional Recommendations • Stakeholder interviews • Web survey • Web analytics • User profiles • Asset review (including the market research you provide to us from other vendors/sources regarding Clearwater and the greater Tampa catchment area). - This SOW does NOT include the following: Blenderbox -2- date Issued: 06.29.10 statement of work version: 1.5 Issued by: Anna Levitt End-user interviews (e.g. coordinating interviews with business owners, residents & tourists). Information Architecture We will deliver documents outlining the following areas: - Sitemap: Blenderbox will produce a Sitemap, which describes site organization for the redesigned site. - Wireframes: Blenderbox will produce annotated wireframes for each of the key pages, which describe site labeling and navigation structure(s), the hierarchy of information on the page, and the front-end functionality envisioned for the redesigned site. There will be three rounds of wireframes, with the third round producing the final set of wireframes. Content Planning and Content Development Blenderbox will work with CRA to produce a Content Plan that sets guidelines for how content is to be conceptualized, written and promoted on the website. This document will lay the framework for the copywriter to develop relevant copy for the site. We may also create a styleguide and/or editorial calendar. Blenderbox will be responsible for overall content planning and copywriting for the site including selection and management of any internal or third party copywriters. Design The creative process will follow the Information Architecture phase. We will begin by presenting two distinct visual directions informed by all of the CRA's Visual ID work-to-date. Based upon your feedback we will undertake an iterative process to incorporate your feedback into one of the directions which generally takes about two to three rounds resulting in a final and approved sample homepage and page templates which will establish the overall look-and-feel of the website. The work will be designed in collaboration with CRA's branding guidelines. We will deliver documents outlining the following areas: - Initial Concepts - A presentation of two home page design concepts at the outset of the design process. - Design Revisions - Three iterative design rounds leading to an approved overall look-and-feel as defined by one or more representative page templates. Upon a chosen direction we will flush out the interior pages (based on the unique templates from IA.) Each round will show additional templates. There will be 3 rounds of design revisions. Assumptions: - We will deliver up to two designed email templates Technology Blenderbox will develop the site to work with our custom CMS solution, which was demonstrated via Brooklyn Bridge Park's site in our meeting in May. This solution includes drag and drop functionality, auto-suggest search, an image library, and an overall intuitive interface that makes for an easy to use CMS for non-technical users. Our solution will include best practices regarding mobile optimization. Assumptions: - Our solution will include: • Dining, shopping, and event guides/directories • Contact and feedback form • CRM (Business directory for the 25 block area) with admin tools for adding/editing businesses including contact information, hours, url, notes (based on the excel spreadsheet you have already provided us with). • Interactive map using Google overlays to dynamically overlay data from the business directory Events calendar & event detail pages • Photo Galleries/Video (ability to embed video that has been uploaded to Vimeo or Youtube) • Document repository (ability to upload multiple common document types such as Powerpoint, PDF, and Word Docs, for reports and other relevant information. • Integration of Google Analytics Blenderbox .3- date issued: 06.29.10 statement of work version: 1.5 issued by: Anna Levitt • SEO - best practices for page structure, keywords, URLs and page titles. Pages and Promo chips (links with images that cross-link to other areas of the site). News or blog feed • We will optimize the site for compatibility on mobile phones This SOW does not include: • Retail/Office/Apt Space finder • The business directory will not have an interface for businesses to directly edit or otherwise access their records-rather we'll create an easy-to-use feedback form that businesses can use to notify you of information that needs to be updated. • e-Marketing strategy : segmentation of audience or design of multiple templates for difference messages Site hosting For a faster development process, the development environment will be hosted internally with Blenderbox. Once the site launches, CRA will be responsible for the hosting environment. Blenderbox will work with your technology team to move the site onto to your internal IT infrastructure leveraging your existing Windows Server and Microsoft SQL Server licenses in collaboration with your IT resources. Project management Blenderbox will provide a project manager who will function as the day-to-day point of contact throughout the project. The project manager will be available for weekly project status calls and key in-person meetings throughout the life of the project. Team-wide project communications will be funneled through a web-based collaboration tool (likely Basecamp), which will be set up and maintained by the project manager. This site will serve as a communication center, document repository, and master project calendar. Quality assurance and testing Prior to launching the website, Blenderbox will take appropriate measures to execute a round of quality assurance testing. Tracking of bugs/defects will occur in a web-based tracking tool. Quality assurance will be followed by a "User Acceptance Testing" phase (UAT), during which time Cleveland Street will have access to the system and will be able to use the site in a development environment in a manner that reflects assumed usage in the production environment. The site will be tested for compatibility, functionality, and usability in a variety of environments. The following browsers will be specifically tested and supported: Safari 4+ • Firefox 3.6.2+ • Internet Explorer 7+ • Google Chrome 5.0.342.7 Efforts will be made to provide a functional site experience in other browsers (including IE 6 but the focus will be on legibility only. If CRA needs the site to support IE6, an addendum will be created to this SOW outlining an additional fee. Content migration and deployment Blenderbox will deliver all finalized work (website files and associated image source files) to CRA for deployment. Blenderbox -4- date issued: 06.29.10 statement of work version: 1.5 issued by: Anna Levitt Costs not included (SaaS hosted applications, software licensing fees) Blenderbox will source low-cost or no-cost, web-based and often open-source solutions that will be consolidated and integrated to provide the services and support outlined above. Blenderbox can setup these services on behalf of CRA but payment via bank draft or corporate credit card provided by Cleveland Street will be required for these services. Suggested services: • Campaign Monitor (www.camoaignmonitor.com): fees are $S per campaign, and $.01 per recipient o This service allows for email newsletters as well as email alerts (ie: event cancellation) • Google analytics: basic services are free • Google Site Search: TBD - $200/annually • Google Maps API: free Preparation of follow-on Service Level Agreement (SLA) or Phase II A deliverable of the project will be the preparation of a follow-on Service Level Agreement (SLA) or fixed fee Phase II Statement of Work. A draft of this document will be delivered no later than 30 days before the end of this Statement of Work. Client dependencies • Approval of statement of work and estimate. • Availability of key decision makers and timely feedback/approvals per the approved project schedule. • Delivery of all key materials as jointly defined between CRA and Blenderbox in an appropriate timeframe (as defined in the forthcoming project schedule), including branding and discovery documents etc. • Availability of key personnel to review and sign-off on all major deliverables. • CRA will be responsible for all content entry using the tools we provide. Providing the means for content entry is our primary deliverable to this project. Blenderbox will assign a producer to this project for the duration of the contract who can assist with some content-entry and training as budget and time allow, however, content-entry--whether editorial, media (videos), or social, to the likes of Facebook, YouTube, Twitter, or the Cleveland Street public website--remains the responsibility of Cleveland Street and their designees. Assumptions/ Requirements • This statement of work to be an exhibit to the agency and client contract. • Any deviations by either party from the agreed upon schedule may push out the delivery date of the project by at least one day for every one day of delay. • An amendment to this agreement or a new statement of work will be issued for work that is considered out of the budgeted scope. • A change order may also be required for anything that is considered out of scope based on the original plan as accessed in this SOW. All changes to scope either perceived or actual will be communicated to both parties in a timely and succinct way. • The website will include a discreet site-wide Blenderbox credit in the footer with similar style and treatment to any copyright, terms and conditions or privacy policy information and links. Blenderbox . S- date Issued: 06.29.10 statement of work version: 1.5 issued by: Anna Levitt 3.0 Timeline And Schedule Expectations This statement of work covers the 8-month period, starting with the signature of this contract. Upon approval of this SOW, Blenderbox will initiate work and develop a detailed project schedule for the scope deliverable beginning with a requirement gathering and discovery phase. This project schedule will set client as well as vendor deliverables, with explicit dates for milestones. Blenderbox -6- date issued: 06.29.10 statement of work version: 1.5 issued by: Anna Levitt 4.0 Estimated Costs TYPE OF DELIVERABLE Discovery and Requirements Gathering $11,100 Information Architecture $11,100 Creative Design and Production $9,800 Development and Deployment $20,000 Content Strategy and Copywriting $10,000 Project Management $9,500 Testing/Training $2,500 Travel $1,000 ESTIMATED TOTALS: $75,000 We assume we will save costs and book flights in advance, keeping our travel budget to $1000. Blenderbox -7- date issued: 06.29.10 statement of work version: 1.5 issued by: Anna Levitt 5.0 Payment Terms and Schedule of Deliverables Fees for services described in Section 2, Client will pay Blenderbox the total amount of the fee provided above ($75,000) in four (4) installments. Dates may be subject to change, but payments are still tied to the deliverables stated below. This is the guaranteed total fee for this project as provided in §2.2 of the Master Services Agreement. Any amendment to the Statement of Work, estimated costs or payment schedule shall be in writing and executed by the parties. Delivery and Acceptance Estimated Date Payment Signature and Acceptance on Contract July 14, 2010 $18,750 and Executed Master Services Agreement Delivery and Acceptance of Discovery August 20, 2010 $18,750 Document: Items included in Document: • Content Inventory • Content Strategy • Functional Recommendations • Stakeholder interviews • Web survey • Web analytics • User profiles Asset review Delivery and Acceptance of UX October 8, 2010 $18,750 Wireframes and Initial Design Concepts: Items accepted by Client up to this date: - Discovery Document (detail above) • Wireframes - Site map • Initial Design Concepts - A presentation of two home page design concepts at the outset of the design process. Delivery and Acceptance of Final December 15, 2010 $18,750 Functioning Website in User Acceptance Testing Items accepted by Client up to this date: • Discovery Document (detail above) • Wireframes • Site map • Initial Design Concepts • Full Site designs Blenderbox -8- date issued: 06.29.10 statement of work version: 1.5 Issued by: Anna Levitt • Site delivery on staging server 6.0 Approval Process By signing below you agree to all the terms of this Statement of work that is also execued. 9 _ Blenderbox -9- name name J KVL J Crj_`?,¢] L4? (? name PO ?+1. l s? date G=k I`I-P date 7 I'd to