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Home My WebLink About000679 Original Contract City of Port Angeles Record #000679 C Service & License Agreement for the City of Port Angeles,WA -- Project Development with Optional Redesign Organization City of Port Angeles URL www.cityofpa,us Street Address 321 E. 5th St. Address 2 PO Box 1150 City Port Angeles State WA Postal 9$362 Code CivicPlus provides telephone support for all trained clients from 7am—7pm Central Time, Monday-Friday(excluding holidays). Emergency Support is provided on a 24/7/365 basis for representatives named by the Client.Client is responsible for ensuring CivicPlus has current Updates. Emergency Contact&Mobile Phone Janessa Hurd 360-582-62091360-775-0304 Emergency Contact&Mobile Phone Elizabeth Strait 360-460-9440 Emergency Contact&Mobile Phone Dan McKeen 360-477-0130 Billing Contact Janessa Hurd E-Mail jhurd@,cityofpa,us Phone 360-417-4634 Ext. Fax 360-417-4509 Billing Address 321 E. 51h St. Address 2 PO Box 1150 City Port Angeles ST WA Postal 98362 Code Tax ID# 91-6001266 _ Sales Tax Exempt# Billing Terms Rep unt Danny Elmore Info Required on Invoice(PO or Job#} Contract Contact Janessa Hurd Email ihurd@citvofpa.us Phone 360-417-4634 Ext. Fax 360-417-4509 Project Contact Janessa Hurd Email Ihurd@cityofpa.us Phone 360-417-4634 Ext. Fax 360-417-4509 Terms & Conditions Client Deliverable 1. Icon Enterprises, Inc., dlbla CivicPlus("CivicPlus")will create a unique website for the City of Port Angeles("Client")that includes all functionality as defined in Exhibit A—CivicPlus Project Deliverables, attached hereto. 2. After 48 consecutive months under these terms and associated pricing, Client becomes fully eligible for a CP Basic Redesign at no additional cost. See Exhibit B for complete details. Additional Services 3. Client may contract with CivicPlus for additional Consulting,Website Design, Setup, Programming,site modification,Training services(Project Development Services), additional Graphic Design that exceed those defined in Exhibit A. CivicPlus will invoice Client for the additional services immediately prior to project Go-Live. Services that involve billable time beyond the contracted amount will be documented and invoiced.Written approval by the Client is necessary before billable time is incurred. Page 1 of 4 CivicPlus•317 Houston St., Suite E•Manhattan, KS 66502•www.GivjcPlus.com Toll Free 888-228-2233•Accounting Ext.291 •Support Ext.307•Fax 785-587-8951 Cp Service & License Agreement for the City of Port Angeles,WA 4. Client may contract with CivicPlus for additional Annual Services that exceed those defined in Exhibit A. CivicPlus will invoice Client for Annual Services immediately prior to project Go-Live. Modules that incur additional usage fees may be purchased and activated at any time. Billing&Payment Terms 5, One-third of the total First Year Fee will be billed upon completion of Phase 1: Consulting; one-third of the total First Year Fee will be billed upon completion of Phase 3:Website Reveal Presentation. The remainder of the total First Year Fee and any additional Project Development services will be invoiced after Phase 4: Customized Website Training has been completed. 6. The Client shall sign a project completion and acceptance form prior to project go-live.The date may be extended if material system or operational failures are encountered. Immediately after completing training the final bill for the project development services will be billable and payable.All Parties agree that the website will not go-live until the project is accepted in writing by the Client. 7. Total First Year invoices are due by the first of the following month, but no later than 30 days from invoice date.Project Development will be discontinued if payment is not made within 30 days after the invoice due date. 8. Invoicing for Year 2 Annual Services begins one (1)year from contract signing. 9. Annual Services invoices may be prorated in order to correlate with the Client's budget year, and are invoiced prior to the year of service. 10. After project go-live, if the Client's account exceeds 60 days past due, Support will be discontinued until the Client's account is made current. If the Client's account exceeds 90 days past due, Annual Services will be discontinued until the Client's account is made current. Client will be given 30 days notice prior to discontinuation of services for non-payment. 11. The Client will be invoiced electronically through email. Upon request CivicPlus will mail invoices and the Client will be charged a$5.00 convenience fee. 12. Unless otherwise limited by law, a finance charge of 2.9 percent(%) per month or$5.00,whichever is greater,will be added to past due accounts. Payments received will be applied first to finance charges, then to the oldest outstanding invoice(s). 13. Provided the Client's account is current, at any time the Client may request an electronic copy of the website graphic designs, the page content, all module content, all importable/exportable data, and all archived information ("Customer Content"). Client agrees to pay$250 per completed request, Provided the Client's account is current, upon termination of services Client may request a complimentary electronic copy of website Customer Content and CivicPlus Government Content Management System ("GCMS(W)software. Agreement Renewal 14. This contract shall remain in effect for a period of one year(12 months)from signing. In the event that neither party gives 60 days' notice prior to the end of the initial or any subsequent term,this Agreement will automatically renew for an additional contract term.After 48 consecutive months under the terms of this contract and associated pricing, Client will be fully eligible for a CP Basic Redesign at no additional cost. 15. Either party may terminate the agreement at the end of the contract term by providing the other party with 60 days written notice prior to the contract renewal date. 16. In the event of early termination of this Agreement by the Client, Client forfeits eligibility for the CP Basic Redesign and all funds applied to such eligibility and full payment of the remainder of the contract is due within 15 days of termination. 17. Each year this Agreement is in effect, a technology investment and benefit fee of 5 percent(%) of the total Annual Services costs will be applied. Support 18. CivicPlus will provide unlimited telephone support Monday-Friday, 7:00 am—7:00 pm (Central Time) excluding holidays, for all trained Client staff. Emergency Support is provided on a 24/7/365 basis for emergency contacts named by the Client. Client is responsible for providing CivicPlus with contact updates. 19. Support includes providing technical support of the GCMS®software, application support(pages and modules), and technical maintenance of Client's website. Following initial setup, additional page design, graphic design, user training, site modification, and custom programming may be contracted separately for an additional fee. 20. During the period of this agreement and subsequent annual renewals, CivicPlus warrants that it will,without additional charge to the Client,take action to correct any problems or defects discovered in the GCMS®software and reported to CivicPlus by the Client, such warranty to include ongoing maintenance upgrades and technical error correction. Page 2 of 4 CivicPlus•317 Houston St.,Suite E•Manhattan, KS 66502•www.CivIoPIus.corn Tall Free 888-228-2233•Accounting Ext. 291 •Support Ext. 307•Fax 785-587-8951 C;) Service & License Agreement for the City of Port Angeles, WA 21. CivicPlus provides online website statistics software at no extra charge. If Client desires to use other website statistic software, CivicPlus will provide the necessary log file access. Marketing 22. Client will work with the CivicPlus Marketing Department to make a reasonable attempt to gather information and meet deadlines associated with website award contest entries throughout the term of this agreement, and to create a case study related to their website, 23. Client permits CivicPlus to include an example of the Client's home page and a link to the Client's website on the CivicPlus corporate website. 24. Client will make a reasonable attempt to work with the CivicPlus Marketing Department to create a news item to be released in conjunction with their project Go-Live date. Client will provide CivicPlus with contact information for local and regional media outlets. CivicPlus may use the press release in any marketing materials as desired throughout the term of this Agreement. 25. Client allows CivicPlus to display a"Government Websites by CivicPlus"insignia, and web link at the bottom of their web pages. Client understands that the pricing and any related discount structure provided under this agreement assumes such perpetual permission. Intellectual Property, Ownership&Content Responsibility 26. Upon full and complete payment of submitted invoices for the Project Development and launch of the website, Client will own the Customer Content, as well as the GCMS®software. 27. Upon completion of the development of the site, Client will assume full responsibility for website content maintenance and content administration. Client, not CivicPlus, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Customer Content. 28. Client shall not(i) license, sublicense, sell, resell,transfer, assign, distribute or otherwise commercially exploit or make available to any third party the GCMS®software in any way; (ii) modify or make derivative works based upon the GCMS® software; (iii)create Internet"links"to the GCMS®software or"frame"or"mirror"any GCMS®administrative access on any other server or wireless or Internet-based device; or(iv) reverse engineer or access the GCMS@ software in order to (a) build a competitive product or service, (b) build a product using similar ideas,features,functions or graphics of the GCMS® software, or(c)copy any ideas, features,functions or graphics of the GCMS®software. 29. The CivicPlus name,the CivicPlus logo, and the product and module names associated with the GCMS®software are trademarks of CivicPlus, and no right or license is granted to use them. Indemnification 30. Client shall defend, indemnify and hold harmless CivicPlus, its partners, employees, and agents from and against any and all lawsuits,claims, demands, penalties, losses, fines, liabilities, damages, and expenses including attorney's fees of any kind, without limitation, in connection with the operations of and installation of software contemplated by this Agreement, or otherwise arising out of or in any way connected with the CivicPlus provision of service and performance under this Agreement. This section shall not apply to the extent that any loss or damage is caused by the negligence or willful misconduct on the part of CivicPlus. If Client and CivicPlus are both negligent, damages shall be apportioned in accordance with the percentage of negligence of each party. This paragraph is not intended to benefit entities not a party to this contract. Liabilities 31. CivicPlus will not be liable for any act, omission of act, negligence or defect in the quality of service of any underlying carrier or other service provider whose facilities or services are used in furnishing any portion of the service received by the Client. CivicPlus will not be liable for any failure of performance that is caused by or the result of any act or omission by Client or any entity other than CivicPlus that furnishes services,facilities or equipment used in connection with CivicPlus services or facilities. 32. Except as expressly provided in this Agreement, CivicPlus makes no expressed or implied representations or warranties, including any warranties regarding merchantability or fitness for a particular cause. Force Majeure 33. No party shall have any liability to the other hereunder by reason of any delay or failure to perform any obligation or covenant if the delay or failure to perform is occasioned by force majeure, meaning any act of God, storm, fire,casualty, unanticipated work stoppage, strike, lockout, labor dispute, civic disturbance, riot,war, national emergency, act of Government, act of public enemy, or other cause of similar or dissimilar nature beyond its control, Page 3 of 4 CivicPlus•317 Houston St., Suite E•Manhattan, KS 66502•www.CivicPlus.com Toll Free 888-228-2233•Accounting Ext.291 •Support Ext. 307•Fax 785-587-8951 C;) Service & License Agreement for the City of Port Angeles,WA Acceptance We,the undersigned, agreeing to the conditions specified in this document, understand and authorize the provision of services outlined in this Agreement. 10 ioLls City of Port Angeles,WA Date ZL,/ 0116113 Civi Pus DatT Sign and a-mail or Fax this Copy And–Mail Two(2)Signed Originals Attn: Contract Manager CivicPlus Contract Manager Email: SalesCoordinators@CivicPlus.com 317 Houston St., Suite E Fax:785-587-8951 Manhattan, KS 66502 We will e-mail or fax a counter-signed copy of the contract back to you so we can begin your project. Upon receipt of two signed originals,we will counter-sign and return one copy for your files. --Remainder of this page left intentionally blank— Page 4 of 4 CivicPlus •317 Houston St.,Suite E-Manhattan,KS 66502-www.Clv!cPlus.com Toll Free 888-228-2233•Accounting Ext.291 -Support Ext.307•Fax 785-587-8951 C;) Service & License Agreement for the City of Port Angeles, WA Exhibit A - CivicPlus Project Deliverables All Quotes are in US Dollars and Valid for 30 Days from October 4, 2013. . ........... ......................................... ......... _.. ...... ........ ............ ...._.... ....... . . - -- Project Development and Deployment Initial GCMSrD upgrades, maintenance, support and hosting—no additional cost $23,9.66 i Server Storage not to exceed 15 GBS'Media Center Storage not to exceed 10 GB __ E Minus 5%Washington Municipal Clerks Assoc. Discount -$1,198 Total Fees Year 1 . : Annual Services(Confinuing GCMS®Upgrades Maintenance,Support and Hostingy $3,927 Billed 72 months from contract signing;subject to annual 5%increase year 3 and beyond --Remainder of this page left intentionally blank-- Exhibit A 1 of 3 CivioPlus•317 Houston St.,Suite E•Manhattan, KS 66502^www.CivicPlus.com Toll Free 888-228-2233•Accounting Ext.291 •Support Ext. 307•Fax 785-587-8951 C;) Service & License Agreement for the City of Port Angeles, WA Project Development Kick-Off Meeting Included Deliverable: Project Timeline, training jump start and worksheets Phase 1: Consulting Included Deliverable: Needs assessment, best practices and worksheets Phase 2:Website Preview Presentation Deliverable:Website layout and mood board will be presented for your Included approval Phase 3:Website Reveal Presentation Deliverable: Completed website design and navigation structure will be Included presented. You will be able to propose changes at this time. Phase 4: 24 Hours Customized Interactive Webinar Training for up to 8 employees Quote includes free use of up to 6 webcams and headsets. Deliverable:Train System Administrator(s)on GCMS®Administration, permissions, setting up groups and users, module administration. Basic User Included training on pages, module entries, applying modules to pages.Applied use and usability consulting to result in effective communication through your website. Phase 5: Go Live Deliverable: Content migrated from current site to new site based on best Included practice recommendations. Custom website. Registration of site with all major search engines. Additional Functionality Google Translation Tool Included Total Project Development and Deployment Fee Initial GCMS®upgrades, maintenance, support and hosting included—no additional cost $23,966 Server Storage not to exceed 95 GB;Media Center Storage not to exceed 10 GB Minus 5%Washington Municipal Clerks Assoc. Discount -$1,198 Total . : Exhibit A 2 of 3 CivicPlus•317 Houston St.,Suite E•Manhattan,KS 66502•www.CivicPlus.com Toll Free 888-228-2233•Accounting Ext.291 •Support Ext. 307•Fax 785-587-8951 Cp Service & License Agreement for the City of(Port Angeles,WA Project Development Includes the Following: Modules Functionality • Agenda Center . Action Items Queue • Alerts Center& Emergency Alert Notification . Audit Trail 1 History Log • Archive Center . Automated PDF Converter • Bid Postings . Automatic Content Archiving • Biog . Content Library • Business/Resource Directory . Dynamic Breadcrumbs • Calendar . Dynamic Sitemap • Carbon Calculator . Expiring Items Library • Citizen Request TrackerT"' (5 users) . Generic Mobile App (iOS&Android) • Community VoiceTM . Graphic Link Administration + Community Connection . Links Redirect and Broken Links Finder • Document Center . Menu Management • ePayment Center . Mouse-over Menu Structure • Facilities&Reservations . MuniMobileT"A • Frequently Asked Questions i Online Editor for Editing and Page Creation (VVYSIWYG) • Forms Center . Online Web Statistics(Only With CivicPlus Hosting) • Healthy City . Printer Friendly/Email Page • Intranet . Rotating Content • Job Postings . RSS • Media Center with Live Streaming Video . Search Engine Registration • My Dashboard . Site Layout Options • News Flash . Site Search &Entry Log • Notify Me®Email &500 SMS Text Subscription . Slideshow • Online Job Application with 1 Generic Application . Social Media Integration (Facebook&Twitter) • Opinion Poll . User&Group Administration Rights • Photo Gallery . Web Page Upload Utility • Postcard . Website Administrative Log • Quick Links • Real Estate Locator • Spotlight • Staff Directory Annual Services Include the Following; Support Maintenance of CivicPlus Hosting Application &Modules 7 a.m. —7 p.m. (CST) Monday— Friday Install Service Patches for OS Shared Web/SQL Server (excluding holidays) Upgrades DNS Consulting& Maintenance 24/7 Emergency Support Fixes Monitor Bandwidth-Router Traffic Dedicated Support Personnel Improvements Redundant ISP 2-hour Response During Normal Hours Integration Redundant Cooling Usability Improvements Testing Diesel Powered Generator Integration New& Upgraded Services Development Daily Tape Backup Proactive Support for Updates& Fixes Usage License Intrusion Detection & Prevention Online Training Manuals Antivirus Protection Monthly Newsletters Upgrade Hardware Phone Consulting CivicPlus Connection Exhibit A 3 of 3 CivicPlus•317 Houston St., Suite E•Manhattan, KS 66502•www.CivicPlus.com Tall Free 888-228-2233•Accounting Ext.291 •Support Ext.307•Fax 785-587-8951 C;) Service & License Agreement for the City of Port,Angeles,WA Exhibit B--Redesign Details CivicPlus Rroject Development Services & Scope of Services for CP Basic Redesign • New design • redevelop banner • Redevelop navigation method (may choose top drop-down or other options) • Design setup-wireframe • Redevelop graphic elements of website(Newsflash, FAQs, Calendar, etc.) Project Management Testing • Review r Content Migration—Includes retouching of all existing published pages to ensure proper formatting, menu structure, and application of new site styles. Note: Content will not be rewritten, reformatted or pages broken up (shortened or re-sectioned) • Site styles and page layouts will be touched so all pages match the new design and migrate cleanly r Spelling and broken links will be checked and reported if unable to correct Exhibit B 1 of 1 CivicPlus•317 Houston St., Suite E•Manhattan, KS 66502•www.GivicPlus.com Toll Free 888-228-2233•Accounting Ext.291 •Support Ext. 307•Fax 785-587-8951