Website Design & Development Agreement
This website development Agreement is between owner company a(n) Maryland Corporation (the "Owner") and CROWTOES CUSTOM DEVELOPMENT a Colorado Sole Proprietorship (the "Provider").
The Owner is in the business of providing information and assistance to those seeking inclusive housing.
The Provider is engaged in the business of developing and designing websites and the Owner wishes to engage the Provider as an independent contractor for the Owner for the purpose of designing and developing the Owner's website (the "Website").
The Provider wishes to develop the Website and agrees to do so under the terms and conditions of this Agreement.
The Parties therefore agree as follows:
- ENGAGEMENT; SERVICES.
- Engagement. The Owner retains the Provider to provide, and the Provider shall provide, the services described in ATTACHMENT A (the "Services").
- Services. Without limiting the scope of Services described in ATTACHMENT A, the Provider shall:
- perform the Services set forth in ATTACHMENT A. However, if a conflict exists between this Agreement and any term in ATTACHMENT A, the terms in this Agreement will prevail;
- devote as much productive time, energy, and ability to the performance of its duties under this Agreement as may be necessary to provide the required Services in a timely and productive manner;
- perform the Services in a safe, good, and workmanlike manner by fully trained, skilled, competent, and experienced personnel using at all times adequate equipment in good working order;
- supply all tools, equipment, and supplies required to perform the Services, except if the Provider's work must be performed on or with the Owner's equipment;
- ensure that all materials and equipment furnished to its personnel is of good and merchantable quality, unless otherwise agreed by the Owner;
- provide services (including the Services) and end products that are satisfactory and acceptable to the Owner, and in accordance with the approved designs and specifications set forth in 1(b)vii;
- design a Website "Style Guide" subject to the Owner's revision and approval as follows:Up to two rounds of revisions if necessary
- Round 1 may include any element of the aesthetic design
- Round 2 may not include major brand revisions such as changes to logos or general color pallet, but may include changes to element colors within the pallet, element sizing, element spacing, or interaction effects.
- If additional design services are required, the Owner shall pay the Provider at the regular rate of $100 per hour or purchase discounted hours in advance which may be used for those services in the Owner's discretion;
- on completion of the content and design, assist the Owner in installation of the Website to its final location, which will include helping the Owner upload the finished files to the Owner's selected web hosting company; and
- provide all PHP, HTML, CSS, JS files and code to the Owner;
- Legal Compliance. The Provider shall perform the Services in accordance with applicable laws, rules, or regulations.
- Owner's Obligations. The Owner shall:make timely payments of amounts earned by the Provider under this Agreement;
- notify the Provider of any changes to its procedures affecting the Provider's obligations under this Agreement at least 30 days before implementing those changes;
- provide initial information, and supply all content for the Website;
- register the Website's domain name, select the web hosting company, and pay any fees associated with these activities; and
- make any changes or additions to the Owner's current systems, software, or hardware, at the Owner's own expense, that may be required to support the operation of the Website.
- TERM AND TERMINATION.
- Term. This Agreement will become effective as described in Section 1, at such time as the Agreement is signed in accordance with Section 22. Unless it is terminated earlier in accordance with subsection 2(b), this Agreement will continue until the Services have been completed and the Provider has been paid in full for those Services (the "Term").
- Termination. This Agreement may be terminated by either Party for a material breach of any provision of this Agreement by the other Party, if the other Party's material breach is not cured within 30 days of receipt of written notice of the breach;
- Effect of Termination. After the termination of this Agreement for any reason, the Owner shall promptly pay the Provider for Services rendered before the effective date of the termination. The Provider shall deliver all intellectual property developed before the Termination Date under this Agreement to the Owner within 30 days of the Termination Date.
- Terms and Conditions. The Owner shall pay the Provider in accordance with ATTACHMENT A.
- No Payments in Certain Circumstances. No payment will be payable to the Provider under any of the following circumstances:
- if prohibited under applicable government law, regulation, or policy;
- if the Provider did not perform or complete the Services described in ATTACHMENT A; or
- if the Services performed occurred after the expiration or termination of the Term, unless otherwise agreed in writing.
- No Other Compensation. The compensation set out above and in ATTACHMENT A will be the Provider's sole compensation under this Agreement.
- Expenses. Any ordinary and necessary expenses incurred by the Provider or its staff in the performance of this Agreement will be the Provider's sole responsibility.
- Taxes. The Owner has no obligation to pay or withhold any sums for any income, social security, employment-related, or other taxes incurred by the Provider as a result of the performance of the Services under this Agreement.
- Other Benefits. The Provider has no claim against the Owner under this Agreement or otherwise for vacation pay, sick leave, retirement benefits, social security, worker's compensation, health or disability benefits, unemployment insurance benefits, or employee benefits of any kind.
- NATURE OF RELATIONSHIP
- Independent Contractor Status.
- The relationship of the Parties under this Agreement is one of independent contractors, and no joint venture, partnership, agency, employer-employee, or similar relationship is created in or by this Agreement. Neither Party may assume or create obligations on the other Party's behalf and neither Party may take any action that creates the appearance of such authority.
- The Provider has the sole right to control and direct the means, details, manner, and method by which the Services will be performed, and the right to perform the Services at any time, place, or location. The Provider or the Provider's staff shall perform the Services, and the Owner is not required to hire, supervise, or pay any assistants to help the Provider perform those Services.
- CONFIDENTIAL INFORMATION.
- Confidentiality. During the Term, the Provider may have access to or receive certain information of or about the Owner that the Owner designates as confidential or that, under the circumstances surrounding disclosure, ought to be treated as confidential by the Provider ("Confidential Information"). Confidential Information includes information relating to the Owner or its current or proposed business, financial statements, budgets and projections, customer identifying information, potential and intended customers, employers, products, computer programs, specifications, manuals, software, analyses, strategies, marketing plans, business plans, and other confidential information, provided orally, in writing, by drawings, or by any other media. The Provider will treat the Confidential Information as confidential and will not disclose it to any third party or use it for any purpose but to fulfill its obligations in this Agreement. In addition, the Provider shall use due care and diligence to prevent the unauthorized use or disclosure of such information.
- Obligation to Maintain Confidentiality.
- Confidentiality. At all times during its work with the Owner, the Provider shall hold in strictest confidence, and not use, except for the benefit of the Owner, or disclose to any person, firm, or corporation without the prior written authorization of the Owner, any of the Owner's Confidential Information.
- Term. The Provider shall maintain the confidentiality and security of the Confidential Information until the earlier of: (i) the time that all Confidential Information disclosed under this Agreement becomes publicly known and made generally available through no action or inaction of the Provider or (ii) the first anniversary of the termination of the Provider's work with the Owner. However, to the extent that the Owner has disclosed information to the Provider that constitutes a trade secret under law, the Provider shall protect that trade secret for as long as the information qualifies as a trade secret.
- Exceptions. The obligations and restrictions in subsection (a) do not apply to that part of the Confidential Information which:
- was or becomes publicly available other than as a result of a disclosure by the Provider in violation of this Agreement;
- was or becomes available to the Provider on a nonconfidential basis before its disclosure to the Provider by the Owner, but only if:
- the source of such information is not bound by a confidentiality Agreement with the Owner or is not otherwise prohibited from transmitting the information to the Provider by a contractual, legal, fiduciary, or other obligation; and
- the Provider provides the Owner with written notice of its prior possession either (I) before the effective date of this Agreement or (II) if the Provider later becomes aware (through disclosure to the Provider) of any aspect of the Confidential Information as to which the Provider had prior possession, promptly on the Provider so becoming aware;
- is requested or legally compelled (by oral questions, interrogatories, requests for information or documents, subpoena, civil or criminal investigative demand, or similar processes), or is required by a regulatory body, to be disclosed. However, the Provider shall:
- provide the Owner with prompt notice of these requests or requirements so that the Owner may seek an appropriate remedy;
- If a protective order or other remedy is not obtained or the Owner grants a waiver under this Agreement, the Provider may furnish that portion (and only that portion) of the Confidential Information that, in the written opinion of counsel reasonably acceptable to the Owner, the Provider is legally compelled or otherwise required to disclose; or
- was developed by the Provider independently without breach of this Agreement.
- Remedy. Money damages may not be a sufficient remedy for any breach of this Section by the Provider and, in addition to all other remedies, the Owner may seek (and may be entitled to) as a result of that breach, specific performance and injunctive or other equitable relief as a remedy.
- WEBSITE WARRANTY.
- No Disablement. The Provider warrants that the Website, when delivered or accessed by the Owner, will be free from viruses, logic locks, and other disabling devices or codes, and will contain no virus, Trojan horse, worm, drop-dead devices, trap doors, time bombs, or other software routines or other hardware components that could permit unauthorized access, disable, erase, or otherwise harm the Website or any software, hardware, or data, cause the Website or any software or hardware to perform functions other than those specified in this Agreement, halt, disrupt, or degrade the operation of the Website or any software or hardware, or perform any other such actions.
- TIMING AND DELAYS. The Provider shall inform the Owner immediately of any anticipated delays in the delivery schedule and of any remedial actions being taken to ensure completion of the Website according to schedule. If a delivery date is missed, the Owner may, in its sole discretion, declare that delay a material breach of the Agreement under subsection 2(b)(ii) and pursue all of its legal and equitable remedies. The Owner may not declare a breach and the Provider cannot be held in breach of this section if the delay is caused by an action or failure of action of the Owner. In that case, the Provider shall provide the Owner with written notice of the delay and will not continue to work on the Website until the reason for the delay has been resolved by the Owner and the Owner has provided written notice of the resolution to the Provider.
- INTELLECTUAL PROPERTY.
- No Intellectual Property Infringement by Provider. The Provider represents that the use and proposed use of the Website by the Owner or any third party does not and will not infringe, and the Provider has not received any notice, complaint, threat, or claim alleging infringement of, any trademark, copyright, patent, trade secrets, industrial design, or other rights of any third party in the Website, and the use of the Website will not include any activity that may constitute "passing off." To the extent the Website infringes on the rights of any third party, the Provider shall obtain a license or consent from that third party permitting the use of the Website.
- No Intellectual Property Infringement by Owner. The Owner represents to the Provider that any elements of text, graphics, photos, designs, trademarks, or other artwork furnished to the Provider for inclusion in the Website are owned by the Owner, or that the Owner has permission from the rightful owner to use each of these elements, and will indemnify the Provider and its subcontractors against any liability (including attorneys' fees and court costs), including any claim or suit, threatened or actual, arising from the use of such elements furnished by the Owner.
- Continuing Ownership of Existing Trademarks. The Provider recognizes the Owner's interest in all service marks, trademarks, and trade names used by the Owner and agrees not to engage in any activities or commit any acts, directly or indirectly, that may contest, dispute, or otherwise impair the Owner's right, title, and interest therein, nor shall the Provider cause diminishment of value of those trademarks or trade names through any act or representation. The Provider may not apply for, acquire, or claim any interest in those service marks, trademarks, or trade names, or others that may be confusingly similar to any of them, through advertising or otherwise. Effective as of the termination of this Agreement, the Provider will stop using all of the Owner's trademarks, marks, and trade names.
- AUTHORSHIP CREDIT. The Provider may include a byline and link on the bottom of the Website establishing authorship credit. This byline is on agreement by both the Owner and the Provider and must be removed at any time on written request by either Party.
- OTHER ACTIVITIES. During the Term, the Provider may engage in other independent contracting activities, except that the Provider may not accept work, enter into contracts, or accept obligations inconsistent or incompatible with the Provider's obligations or the scope of Services to be rendered for the Owner under this Agreement.
- FORCE MAJEURE. A Party will not be considered in breach or in default because of, and will not be liable to the other Party for, any delay or failure to perform its obligations under this Agreement by reason of fire, earthquake, flood, explosion, strike, riot, war, terrorism, or similar event beyond that Party's reasonable control (each a "Force Majeure Event"). However, if a Force Majeure Event occurs, the affected Party shall, as soon as practicable:
- notify the other Party of the Force Majeure Event and its impact on performance under this Agreement; and
- use reasonable efforts to resolve any issues resulting from the Force Majeure Event and perform its obligations under this Agreement.
- GOVERNING LAW.
- Choice of Law. The laws of the state of Colorado govern this Agreement (without giving effect to its conflicts of law principles).
- Choice of Forum. Both Parties consent to the personal jurisdiction of the state and federal courts in Ouray, Colorado.
- AMENDMENTS. No amendment to this Agreement will be effective unless it is in writing and signed by both Parties.
- ASSIGNMENT AND DELEGATION.
- No Assignment. Neither Party may assign any of its rights under this Agreement, except with the prior written consent of the other Party. All voluntary assignments of rights are limited by this subsection.
- Delegation. The Provider, for the provisioning of the Services, may in the provider's sole discretion, use the services of third party subcontractors, including but not limited to third-party data centers, hosting providers, designers, developers and technicians. The provider shall be responsible for any act or omission by said third party subcontractors which, if performed by the Provider, would constitute a breach of the Provider's obligations under this Agreement.
- Enforceability of an Assignment or Delegation. If a purported assignment or purported delegation is made in violation of this section, it is void.
- COUNTERPARTS; ELECTRONIC SIGNATURES.
- Counterparts. The Parties may execute this Agreement in any number of counterparts, each of which is an original but all of which constitute one and the same instrument.
- Electronic Signatures. This Agreement, agreements ancillary to this Agreement, and related documents entered into in connection with this Agreement are signed when a Party's signature is delivered by email. These signatures must be treated in all respects as having the same force and effect as original signatures.
- SEVERABILITY. If any one or more of the provisions contained in this Agreement is, for any reason, held to be invalid, illegal, or unenforceable in any respect, that invalidity, illegality, or unenforceability will not affect any other provisions of this Agreement, but this Agreement will be construed as if those invalid, illegal, or unenforceable provisions had never been contained in it, unless the deletion of those provisions would result in such a material change so as to cause completion of the transactions contemplated by this Agreement to be unreasonable.
- Writing; Permitted Delivery Methods. Each Party giving or making any notice, request, demand, or other communication required or permitted by this Agreement shall give that notice in writing and use one of the following types of delivery, each of which is a writing for purposes of this Agreement: personal delivery, mail (registered or certified mail, postage prepaid, return-receipt requested), nationally recognized overnight courier (fees prepaid), or email.
- Addresses. A Party shall address notices under this section to a Party at the following addresses:
- If to the Owner:
- Website Owner
- Owner Address
- Owner City, Colorado, 81432
- If to the Provider:
- P.O. Box 1326
- Ridgway, Colorado, 81432
- WAIVER. No waiver of a breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Agreement will be effective unless it is in writing and signed by the Party waiving the breach, failure, right, or remedy. No waiver of any breach, failure, right, or remedy will be deemed a waiver of any other breach, failure, right, or remedy, whether or not similar, and no waiver will constitute a continuing waiver, unless the writing so specifies.
- ENTIRE AGREEMENT. This Agreement constitutes the final Agreement of the parties. It is the complete and exclusive expression of the parties' Agreement about the subject matter of this Agreement. All prior and contemporaneous communications, negotiations, and Agreements between the parties relating to the subject matter of this Agreement are expressly merged into and superseded by this Agreement. The provisions of this Agreement may not be explained, supplemented, or qualified by evidence of trade usage or a prior course of dealings. Neither party was induced to enter this Agreement by, and neither party is relying on, any statement, representation, warranty, or agreement of the other party except those set forth expressly in this Agreement. Except as set forth expressly in this Agreement, there are no conditions precedent to this Agreement's effectiveness.
- HEADINGS. The descriptive headings of the sections and subsections of this Agreement are for convenience only, and do not affect this Agreement's construction or interpretation.
- EFFECTIVENESS. This Agreement will become effective when all parties have signed it. The date this Agreement is signed by the last party to sign it (as indicated by the date associated with that party's signature) will be deemed the date of this Agreement.
- NECESSARY ACTS; FURTHER ASSURANCES. Each party shall use all reasonable efforts to take, or cause to be taken, all actions necessary or desirable to consummate and make effective the transactions this Agreement contemplates or to evidence or carry out the intent and purposes of this Agreement.
CrowToes Custom Development
By:__________________________________________ Date: _________________
Name: Michael Croteau
Maryland Inclusive Housing Corporation
By:__________________________________________ Date: _________________
Name: Andy Krauss
Title: Director of Communications
Required Elements. The website design and development (the Services) will include the following:
Maryland Inclusive Housing
For Andy Krauss
Monday, July 11th 2022
Full Assessment of Requirements
The first phase of any successful development project is to fully understand the project requirements. Who is your primary audience? How will new content be created and deployed? How many forms do we need? Who needs to be notified when someone submits a request? Are you going to be processing payments online? What systems do we need to integrate with? Are there any custom content or data structure requirements?
Although the site plan document you provided begins to address some of these questions, some of them need to be answered more fully to make sure we are developing a site that will actually meet your needs.
Our assessment can often be accomplished in one or two meetings, but if custom requirements start to present themselves, they may require more in depth exploration in a dedicated session or a series of additional sessions.
Once the assessment has been completed, we will present you with a comprehensive site plan and let you know if the assessment requires any adjustment of our initial estimate.
The site plan we deliver includes a bullet point outline of the site overall, and an additional bullet point outline of each page in the primary navigation with annotations for links/buttons and forms. We highlight written content that needs to be created as well as decisions that need to be made about form fields for collecting data.
Our initial assessment fee of $1,497 includes the consultation and development of the new site plan.
Design and Style Guide
Once all of our content requirements have been uncovered and we have a solid understanding of the site structure, we will develop a style guide for the website.
Our design and style guide phase includes an initial design consultation, and 2 rounds of revisions if necessary.
The style guide details font choice and usage, font sizing, spacing, theme colors, button and form styles and image use guidelines. We will also develop at least one complete web page design as a sample of how the style guide will be implemented.
Once the design is approved we will include any custom design elements or iconography required for the implementation of a cohesive digital brand in the final style guide.
Using the existing logo as a basis for the colors, fonts and design, this design project will take approximately 32 hours of dedicated design time to complete. We should be able to accomplish this in 2 - 3 weeks with open communication and reasonable response times.
Development and Revision
Once the style guide and design have been accepted, we begin the development phase.
Our development workflow requires wordpress hosting with WPEngine, which is included in the CrowToes monthly hosting and maintenance plan. The new website will be constructed in a staging environment where it can be reviewed easily via the internet while the existing site remains untouched.
We will install the latest version of wordpress and add any required plugins, including Yoast and Google Site Kit for SEO, NinjaForms for form development, Redirection to handle broken links and canonical redirects, and Advanced Custom Fields Pro for clean, standardized, modular WordPress development of custom blocks for the Gutenberg Block Editor
CrowToes will develop drag-and-drop content “building blocks” in accordance with the style guide and design specifications. These building blocks will allow you (or your team) to easily add content that effortlessly adheres to the style guide.
If, during the course of development, we run into unforeseen issues with design or function, we will reach out for your input on any necessary revisions.
Finally, we will import existing content and build the pages included in the accepted site plan before presenting the site for testing and revisions.
Based on the existing site content and organization along with our initial impressions from the site plan document you provided, we estimate approximately 83 hours of development time to complete this project. We should be able to accomplish this within 3-4 weeks once designs are approved.
Walk through and Handoff
During the walk through and handoff phase, we will open a punch list for any issues we find and introduce you (and/or people on your team) to the new website while it is still in the staging environment.
This is also the point where we would add any additional user accounts required and introduce you to our user friendly system for reporting issues and requesting new features.
In a digital meeting we will demonstrate:
- How to add, remove and edit content using the drag-and-drop content building blocks.
- How to add, remove or edit whole pages, blog posts or custom content types,
- How to edit the site menu.
- How to update any custom theme settings.
- How to easily report an issue or make a change request on the site using bugherd
Finally, if all forms are functioning properly and all pages are approved we move on to deployment
Deployment and Maintenance
Once the new site is fully operational in the staging environment and all pages have been approved, we will migrate the staging site into the live environment and update your DNS settings.
At this point your new website is live.
CrowToes will continue to be available for support. We do basic maintenance and testing every month to ensure your site remains secure and up to date. If there are plugin conflicts we roll back to the most recent functional version, report the issue to the proper plugin developer and attempt to get the issue resolved on your behalf.
Once the project is complete, I can do any additional work at my normal hourly rate. I charge $100 / hour for custom development, but you can buy packages of hours at a discounted rate if you buy them in advance. I bill in 15 minute increments rounding up to the next 15 minutes. (Using Bluehost wont affect the actual cost of development hours, however, it may increase the number of hours required to complete a given project).
Here's a link to my package pricing: ( https://crowtoes.com/product-category/prepay/ )
WCAG standards compliance
WCAG standards compliance is a whole industry unto itself and it's usually an ongoing process. In that way it is very much like SEO.
So, just like I don't guarantee first page ranking for specific keywords because I'm not an SEO specialist, I don't guarantee WCAG compliance because I'm not an accessibility specialist.
That doesn't mean I ignore standards when developing, it just means I don't guarantee anything.
There are content creation issues that impact compliance as well. For example, If you post a video on your website, does it have closed captioning and is there a transcript? When you add an image to a blog post, do you include a description of the image as alt text?
I don't do copywriting or video or audio production so I have no control over many aspects of compliance.
From the experts at eSSENTIAL Accessibility:
When we use the term “digital accessibility testing” we’re referring to the step-by-step process of thoroughly and diligently checking whether or not an internal or external facing website, mobile app, software application, or LMS is usable by people with disabilities.
Proper accessibility testing of these digital properties typically involves extensive manual scrutiny of individual web pages against the WCAG 2.1 success criteria, as well as tests of various functions such as product searches and online form submissions.
It can also mean using automated testing tools to check for accessibility of various, specific elements of the digital property. The best approach is usually a combination of both.
If you need to ensure WCAG compliance, I would recommend a dedicated solution like eSSENTIAL Accessibility for that purpose.
- Website Design: (Phase Two)
- Style Guide
- Font choices
- Heading font sizes
- Body font sizes
- List styling
- Table styling
- Form styling
- Button styling
- Color pallet
- Color use examples
- Logo use standards
- Spacing, margins and padding
- Example of page design
- Example of form design
- Example blog post design
- Example search results or archive page design
- Revisions as stipulated in this Agreement in Section 1.b.vii
- Website Development: (Phase Three)
- Installation and setup of local development environment and development server.
- Installation and setup of WordPress.
- Installation and setup of required plugins.
- Installation and setup of required themes.
- Development of custom theme and/or plugin files to implement the approved style guide, including:
- Page Template files in PHP
- Single Post and Archive Template files in PHP
- Style Sheet files / CSS
- URL Redirects for Legacy URLs if requested by the Owner or deemed necessary by the Provider
- Deployment of all theme and/or plugin files to the development server.
- Deployment of the finished website to the production server environment after approval
- Updates to DNS settings if necessary to direct public web traffic to the new site
- All Written Content, Images, Videos and/ or Audio as well as any downloadable documents like PDF's
- Access to any website or web service from which content, settings, code, or other assets should be imported or otherwise included in the new website, including but not limited to:
- Existing Domain Registrar
- Existing Web hosting company
- Existing Website
- Zapier or other middleware accounts as necessary
- ActiveCampaign, MailChimp, Flodesk or other email marketing service as necessary
- Continuing access to systems, services and websites necessary for ongoing maintenance during any period for which such has been contracted
Estimated amounts are required to begin each of the first 3 phases of the project. Design and development estimates may be subject to revision if the full assessment uncovers significant custom requirements. Monthly hosting and maintenance payments begin when development starts. The Owner shall pay a total amount of $9191 for the services, which includes:
- $1497 to begin initial assessment of requirements.
- $2197 to begin style guide development.
- $5497 to begin website development