05-59 - R TOWN OF PROSPER,TEXAS RESOLUTION NO. 05-59
A RESOLUTION OF THE TOWN COUNCIL OF THE TOWN OF PROSPER, TEXAS,
HEREBY AUTHORIZING THE MAYOR OF THE TOWN OF PROSPER, TEXAS, TO
EXECUTE AN AGREEMENT BETWEEN THE TOWN OF PROSPER, TEXAS AND
MUNDAYMORNING CREATIVE GROUP, INC.
NOW, THEREFORE, BE IT RESOLVED BY THE TOWN COUNCIL OF THE TOWN OF
PROSPER, TEXAS:
SECTION 1: The Mayor of the Town of Prosper, Texas, is hereby authorized to execute, on behalf
of the Town Council of the Town of Prosper, Texas, an agreement between the Town of Prosper, Texas and
mundayMorning Creative Group, Inc.
SECTION 2: This Resolution shall take effect immediately upon its passage. RESOLVED THIS
THE 26th day of July, 2005.
Charles N. anger, Ma
ATTEST TO:
anae Denning own Secret
Services Agreement
The Town of Prosper and mundayMorning Creative Group, Inc.
s-r- aC'-e it tit Os
This Services Agreement (the "Agreement") is made this-3"day of I-everrrber.2664(the "Effective
Date"), by and between Town of Prosper, TX ("Client"), and mundayMorning Creative Group, Inc.
("Agency").
1. Scope of Work:
Agency shall perform Web Site Updates ("WSU") on behalf of and for Client in accordance with
instructions and desires of Client, the exact details of which shall be determined by mutual
agreement of Client and Agency from time to time in the future, and shall be set forth in Attachment
"A" to this Agreement which is incorporated as if fully set forth herein and is signed by both parties
hereto ("Project"). Agency shall collect images, copy and all other materials provided by Client
("Assets") in order to perform WSU for Client. Client retains all ownership of all right, title, and interest
of the intellectual property rights in the Assets delivered to Agency.
2. Term:
The term of the Agreement shall be for twelve (12) months following the Effective Date; provided,
however, this Agreement shall automatically be renewed on a month-to-month basis. This
Agreement may be terminated at any time by thirty (30) days prior written notice to the non-
terminating party.
3. Consideration and Payment:
Agency shall invoice the Client for Services as agreed upon by both parties on Attachment "A."
Failure of client to pay any amounts in full when due and payable shall constitute a material breach of
this Agreement and Agency shall seek legal action against Client for payment of any amounts past
due, and at its discretion, cease work, and return all documents of the Client, if any, to the Client at
Client's cost. Client agrees that Agency shall be released from all claims for reasonable and
necessary expenses hereunder that may arise from claims for expenses related to such returns of
documents. This Agreement is executed by the parties hereto without coercion or duress and
for substantial consideration, the sufficiency of which is forever confessed.
4. Contacts:
Client hereby designates Shanae Jennings as its primary contact person for all inquiries about
payments, and designates Doug Mousel as its secondary contact person in the event the primary
contact person cannot be reached or is otherwise unresponsive.
5. Indemnification:
To the extent permitted by law, Client agrees to indemnify, defend and hold harmless Agency from
any claims, liabilities, losses, damages, causes of action or injuries arising out of or resulting from the
wrongful acts or omissions of data or any other content and Assets provided by Client to Agency.
Agency agrees to indemnify, save and hold harmless Client, its officers, agents, boards, employees
and contractors from and against liability for damages and for any liability cost or damage to property
related to, arising out of, or resulting from Agency's construction, operation, updating or maintenance
of Agency's web site brought by any third party against Agency.
6. Entire Agreement:
This Agreement constitutes the sole and only agreement of the parties and correctly sets forth the
rights, duties and obligations of each to the other as of its effective date. Any prior contracts,
agreements, promises, negotiations or representations not expressly set forth in this agreement are
of no force or effect; however, this provision does not impair Client's rights through previously
existing agreements with Agency. Oral representations concerning this agreement shall be of no
_di Client Initials Ca'' Agency Initials
force or effect. All subsequent modifications must be in writing, signed by Client and an authorized
officer of Agency.
7. Assignment:
This Agreement and the rights, duties and obligations hereunder shall not be assignable by the
parties hereto except upon written consent of the other.
8. Inability to Perform:
Except as otherwise provided, neither Client nor Agency shall be liable to the other for any
delay in, or failure of performance, of any requirement contained in this Agreement caused
by force majeure. The existence of such causes of delay or failure shall extend the period of
performance until after the causes of delay or failure have been removed provided the non-
performing party exercises all reasonable due diligence to perform. Force majeure is
defined as acts of God, war, fires, explosions, hurricanes, floods, failure of transportation, or
other causes that are beyond the reasonable control of either party and that by exercise of
due foresight such party could not reasonably have been expected to avoid, and which, by
the exercise of all reasonable due diligence, such party is unable to overcome. Each party
must inform the other in writing with proof of receipt within three (3) business days of the
existence of such force majeure or otherwise waive this right as a defense.
9. Covenant Not to Hire:
Client agrees not to hire any employee of Agency for a period up to 12 months from the termination
of this Agreement to perform WSU (unless Agency goes out of business).
10. Ownership of Documents/Content:
The Project and all documents, data, plans, or any other materials used or made while
working on the Project, including but not limited to copyright to web site custom design
content, including but not limited to Java, CGI, PERL scripts, databases and custom
graphics are the property of Client, and Agency may not use the documents, data, plans, or
any other materials for any purpose not relating to the Project without Town's prior written
consent. Client shall be furnished with such reproductions of the Project. Upon completion
of the work, or any earlier termination of this Agreement under Paragraph 2, Agency will
revise plans, data, and information to reflect changes made while working on the Project and
promptly furnish the same to the Town in an acceptable electronic format that is usable by
Client for the purposes it was created. All such reproductions shall be the property of the
Town who may use them without the Agency's permission for any purpose relating to the
Project, including, but not limited to, completion of the Project, and/or additions, alterations,
modifications, and/or revisions to the Project.
11. Sovereign Immunity:
The parties agree that the Town has not waived its sovereign immunity by entering into and
performing its obligations under this Agreement.
12. Miscellaneous Provisions:
a) Notice. Any notice required to be sent under this Agreement must be in writing
and may be served by depositing same in the United States Mail, addressed to the
party to be notified, postage pre-paid and registered or certified with return receipt
requested, or by delivering the same in person to such party via a hand-delivery
service, Federal Express or any courier service that provides a return receipt
showing the date of actual delivery of same to the addressee thereof. Notice
4 given in accordance herewith shall be effective upon receipt at the address of the
Client Initials Agency Initials
addressee. For purposes of notice, the addresses of the parties shall be as
follows:
If to Client, to:
Town of Prosper
Attn: Town Secretary
P.O. Box 307
Prosper, TX 75078
If to Agency, to:
//00 SPX/eV(. LC.61
0 70 0
DA(-GAS; ?)r 75 a W
b) Venue. This Agreement shall be construed in accordance with the laws of the
State of Texas and shall be performable in Collin County, Texas.
c) Counterparts. This Agreement may be executed in a number of identical
counterparts, each of which shall be deemed an original for all purposes.
d) Authority to Execute. The individuals executing this Agreement on behalf of the
respective parties below represent to each other and to others that all appropriate
and necessary action has been taken to authorize the individual who is executing
this Agreement to do so for and on behalf of the party for which his or her
signature appears, that there are no other parties or entities required to execute
this Agreement in order for the same to be an authorized and binding agreement
on the party for whom the individual is signing this Agreement and that each
individual affixing his or her signature hereto is authorized to do so, and such
authorization is valid and effective on the date hereof.
e) Savinqs/Severability. In case any one or more of the provisions contained in this
Agreement shall for any reason be held to be invalid, illegal or unenforceable in
any respect, such invalidity, illegality or unenforceability shall not affect any other
provision thereof, and this Agreement shall be construed as if such invalid, illegal
or unenforceable provision had never been contained herein.
f) Representations. Each signatory represents this Agreement has been read by the
party for which this Agreement is executed and that such party has had an
opportunity to confer with its counsel.
g) Confidentiality. Agency agrees that all information received from Client is to be
considered confidential and proprietary to Client and shall hold the same in
confidence, and shall not use the information other than for the purposes of its
business with Client, and shall disclose it only to its officers, directors, or
employees with a specific need to know. Agency will not disclose, or otherwise
reveal any of the information received from Client to any other party whatsoever
except with the specific prior written authorization of Client.
drClient Initials Agency Initials
In witness of the provisions of this Agreement as described above, Client and Agency affix their
signatures.
CLIENT:
Authorized Signature: Date id
Printed Name & Title: %
AGENCY:
Authorized Signature: Date: 9' 03. Q S
Angelo J. An , President
e/t,i Client Initials QiekAgency Initials
Attachment "A" 41a4
1 ST v c. -o6,z ZboS
This Attachment "A" (the "Attachment") is made this'I-5tir day of ANevern of 2$94(the "Effective Date"),
by and between Town of Prosper, TX ("Client"), and mundayMorning Creative Group ("Agency").
Consideration and Payment:
Client agrees to submit payment of$400 USD per month to Agency for Service Responsibilities
for Client by Agency (explained below). This payment submission shall be due in full to the
Agency from Client on or before the 15th of every month.
Definition of Service Responsibilities covered under retainer:
Agency and Client agree that the following is required on a monthly basis and that
this work load may fluctuate up or down depending on the situation that month provides. Service
responsibilities on a monthly basis are defined as:
Agency shall perform Web Site Updates ("WSU") as instructed by Client for Client's current web
site (www.prospertx.gov). Client will provide Agency with access to files needed for WSU activity.
The cost above is an allocation of 4 hours per month of Agency's time to perform WSU. Agency
and Client both understand some months may be more active than 4 hours and less active than 4
hours per month regarding WSU. Agency will be required to perform WSU within two business
days of the sending of the initial request by Client. Agency will make every effort to post updates
as requested by the Client within the next business day, or immediately if an emergency situation,
dependent upon work load and availability. If data posted is altered in content by Agency in error,
Agency will repost at no additional time allocated against Client.
Graphics will be formatted as either GIF or JPEG. HTML will conform to current HTML
Standards.
If Service Responsibilities increase to the extent that Agency feels retainer fee is no longer
accurate, Client agrees to renegotiate retainer amount with Agency, accept Agency's notice of
termination as set forth in Paragraph 2 of the Agreement, or provide notice of termination to
Agency as set forth in Paragraph 2 of the Agreement.
Additional Charges:
Responsibilities outside of the scope of the retainer will be billed to Client additionally and costs
will be determined by Agency at that time. Any work to be completed by Agency for Client that is
considered additional to the retainer will involve a written estimate to Client from Agency that will
outline the task(s) and cost(s) for the specific project. In order to receive payment for additional
charges, the written estimate must be signed by both the Agency and the Client before the
charges are incurred.
Agency Clien
Client Initials Agency Initials
' 11141PPFPF
Services Agreement
The Town of Prosper and mundayMorning Creative Group, Inc.
s-r- 0Csrc 2 ZOOS—
This Services Agreement (the "Agreement") is made this kebtay of Mevember.2994(the "Effective
Date"), by and between Town of Prosper, TX ("Client"), and mundayMorning Creative Group, Inc.
("Agency").
1. Scope of Work:
Agency shall perform Web Site Updates ("WSU") on behalf of and for Client in accordance with
instructions and desires of Client, the exact details of which shall be determined by mutual
agreement of Client and Agency from time to time in the future, and shall be set forth in Attachment
"A" to this Agreement which is incorporated as if fully set forth herein and is signed by both parties
hereto ("Project"). Agency shall collect images, copy and all other materials provided by Client
("Assets") in order to perform WSU for Client. Client retains all ownership of all right, title, and interest
of the intellectual property rights in the Assets delivered to Agency.
2. Term:
The term of the Agreement shall be for twelve (12) months following the Effective Date; provided,
however, this Agreement shall automatically be renewed on a month-to-month basis. This
Agreement may be terminated at any time by thirty (30) days prior written notice to the non-
terminating party.
3. Consideration and Payment:
Agency shall invoice the Client for Services as agreed upon by both parties on Attachment "A."
Failure of client to pay any amounts in full when due and payable shall constitute a material breach of
this Agreement and Agency shall seek legal action against Client for payment of any amounts past
due, and at its discretion, cease work, and return all documents of the Client, if any, to the Client at
Client's cost. Client agrees that Agency shall be released from all claims for reasonable and
necessary expenses hereunder that may arise from claims for expenses related to such returns of
documents. This Agreement is executed by the parties hereto without coercion or duress and
for substantial consideration, the sufficiency of which is forever confessed.
4. Contacts:
Client hereby designates Shanae Jennings as its primary contact person for all inquiries about
payments, and designates Doug Mousel as its secondary contact person in the event the primary
contact person cannot be reached or is otherwise unresponsive.
5. Indemnification:
To the extent permitted by law, Client agrees to indemnify, defend and hold harmless Agency from
any claims, liabilities, losses, damages, causes of action or injuries arising out of or resulting from the
wrongful acts or omissions of data or any other content and Assets provided by Client to Agency.
Agency agrees to indemnify, save and hold harmless Client, its officers, agents, boards, employees
and contractors from and against liability for damages and for any liability cost or damage to property
related to, arising out of, or resulting from Agency's construction, operation, updating or maintenance
of Agency's web site brought by any third party against Agency.
6. Entire Agreement:
This Agreement constitutes the sole and only agreement of the parties and correctly sets forth the
rights, duties and obligations of each to the other as of its effective date. Any prior contracts,
agreements, promises, negotiations or representations not expressly set forth in this agreement are
of no force or effect; however, this provision does not impair Client's rights through previously
existing agreements with Agency. Oral representations concerning this agreement shall be of no
04) Client Initials C!g- Agency Initials
force or effect. All subsequent modifications must be in writing, signed by Client and an authorized
officer of Agency.
7. Assignment:
This Agreement and the rights, duties and obligations hereunder shall not be assignable by the
parties hereto except upon written consent of the other.
8. Inability to Perform:
Except as otherwise provided, neither Client nor Agency shall be liable to the other for any
delay in, or failure of performance, of any requirement contained in this Agreement caused
by force majeure. The existence of such causes of delay or failure shall extend the period of
performance until after the causes of delay or failure have been removed provided the non-
performing party exercises all reasonable due diligence to perform. Force majeure is
defined as acts of God, war, fires, explosions, hurricanes, floods, failure of transportation, or
other causes that are beyond the reasonable control of either party and that by exercise of
due foresight such party could not reasonably have been expected to avoid, and which, by
the exercise of all reasonable due diligence, such party is unable to overcome. Each party
must inform the other in writing with proof of receipt within three (3) business days of the
existence of such force majeure or otherwise waive this right as a defense.
9. Covenant Not to Hire:
Client agrees not to hire any employee of Agency for a period up to 12 months from the termination
of this Agreement to perform WSU (unless Agency goes out of business).
10. Ownership of Documents/Content:
The Project and all documents, data, plans, or any other materials used or made while
working on the Project, including but not limited to copyright to web site custom design
content, including but not limited to Java, CGI, PERL scripts, databases and custom
graphics are the property of Client, and Agency may not use the documents, data, plans, or
any other materials for any purpose not relating to the Project without Town's prior written
consent. Client shall be furnished with such reproductions of the Project. Upon completion
of the work, or any earlier termination of this Agreement under Paragraph 2, Agency will
revise plans, data, and information to reflect changes made while working on the Project and
promptly furnish the same to the Town in an acceptable electronic format that is usable by
Client for the purposes it was created. All such reproductions shall be the property of the
Town who may use them without the Agency's permission for any purpose relating to the
Project, including, but not limited to, completion of the Project, and/or additions, alterations,
modifications, and/or revisions to the Project.
11. Sovereign Immunity:
The parties agree that the Town has not waived its sovereign immunity by entering into and
performing its obligations under this Agreement.
12. Miscellaneous Provisions:
a) Notice. Any notice required to be sent under this Agreement must be in writing
and may be served by depositing same in the United States Mail, addressed to the
party to be notified, postage pre-paid and registered or certified with return receipt
requested, or by delivering the same in person to such party via a hand-delivery
service, Federal Express or any courier service that provides a return receipt
showing the date of actual delivery of same to the addressee thereof. Notice
given in accordance herewith shall be effective upon receipt at the address of the
_4 Client Initials Agency Initials
addressee. For purposes of notice, the addresses of the parties shall be as
follows:
If to Client, to:
Town of Prosper
Attn: Town Secretary
P.O. Box 307
Prosper, TX 75078
If to Agency, to:
y l 00 SP2ir"G V4(-(,C/
tk 700
DAUAS 7s7.461
b) Venue. This Agreement shall be construed in accordance with the laws of the
State of Texas and shall be performable in Collin County, Texas.
c) Counterparts. This Agreement may be executed in a number of identical
counterparts, each of which shall be deemed an original for all purposes.
d) Authority to Execute. The individuals executing this Agreement on behalf of the
respective parties below represent to each other and to others that all appropriate
and necessary action has been taken to authorize the individual who is executing
this Agreement to do so for and on behalf of the party for which his or her
signature appears, that there are no other parties or entities required to execute
this Agreement in order for the same to be an authorized and binding agreement
on the party for whom the individual is signing this Agreement and that each
individual affixing his or her signature hereto is authorized to do so, and such
authorization is valid and effective on the date hereof.
e) Savinqs/Severability. In case any one or more of the provisions contained in this
Agreement shall for any reason be held to be invalid, illegal or unenforceable in
any respect, such invalidity, illegality or unenforceability shall not affect any other
provision thereof, and this Agreement shall be construed as if such invalid, illegal
or unenforceable provision had never been contained herein.
f) Representations. Each signatory represents this Agreement has been read by the
party for which this Agreement is executed and that such party has had an
opportunity to confer with its counsel.
g) Confidentiality. Agency agrees that all information received from Client is to be
considered confidential and proprietary to Client and shall hold the same in
confidence, and shall not use the information other than for the purposes of its
business with Client, and shall disclose it only to its officers, directors, or
employees with a specific need to know. Agency will not disclose, or otherwise
reveal any of the information received from Client to any other party whatsoever
except with the specific prior written authorization of Client.
di-i Client Initials i%. Agency Initials
In witness of the provisions of this Agreement as described above, Client and Agency affix their
signatures.
CLIENT:
Authorized Signature: Date Ai I 1 ,020e5
1
Printed Name & Title:
AGENCY: /�
Authorized Signature: Date: q. Z Z- Q c
Angelo J. An ' , President
M./ Client Initials Qi gency Initials
Attachment "A" CQQ
1 CT o C 1-o%iz ZOoc
This Attachment "A" (the "Attachment") is made this 451tr day of Aleve er 2994(the "Effective Date"),
by and between Town of Prosper, TX ("Client"), and mundayMorning Creative Group ("Agency").
Consideration and Payment:
Client agrees to submit payment of$400 USD per month to Agency for Service Responsibilities
for Client by Agency (explained below). This payment submission shall be due in full to the
Agency from Client on or before the 15th of every month.
Definition of Service Responsibilities covered under retainer:
Agency and Client agree that the following is required on a monthly basis and that
this work load may fluctuate up or down depending on the situation that month provides. Service
responsibilities on a monthly basis are defined as:
Agency shall perform Web Site Updates ("WSU") as instructed by Client for Client's current web
site (www.prospertx.qov). Client will provide Agency with access to files needed for WSU activity.
The cost above is an allocation of 4 hours per month of Agency's time to perform WSU. Agency
and Client both understand some months may be more active than 4 hours and less active than 4
hours per month regarding WSU. Agency will be required to perform WSU within two business
days of the sending of the initial request by Client. Agency will make every effort to post updates
as requested by the Client within the next business day, or immediately if an emergency situation,
dependent upon work load and availability. If data posted is altered in content by Agency in error,
Agency will repost at no additional time allocated against Client.
Graphics will be formatted as either GIF or JPEG. HTML will conform to current HTML
Standards.
If Service Responsibilities increase to the extent that Agency feels retainer fee is no longer
accurate, Client agrees to renegotiate retainer amount with Agency, accept Agency's notice of
termination as set forth in Paragraph 2 of the Agreement, or provide notice of termination to
Agency as set forth in Paragraph 2 of the Agreement.
Additional Charges:
Responsibilities outside of the scope of the retainer will be billed to Client additionally and costs
will be determined by Agency at that time. Any work to be completed by Agency for Client that is
considered additional to the retainer will involve a written estimate to Client from Agency that will
outline the task(s) and cost(s) for the specific project. In order to receive payment for additional
charges, the written estimate must be signed by both the Agency and the Client before the
charges are incurred.
Agency Clien
Client Initials �� Agency Initials