HomeMy WebLinkAboutCIVIC PLUS
~CivicPlus
Next Generation Government Websites
Tuesday, October 28, 2008
Mike Blanchard
City of Augusta
530 Greene Street Annex 101
Augusta, GA 30911
Dear Mike:
Please find enclosed a signed copy of the CivicPlus contract. Our staff looks forward to
working with you and your organization. I am happy to answer any questions you may
have.
Thank You,
Brad Wartell
Contract Manager
1-888-228-2233, Ext. 237
Enclosure
CivicPlus
317 Houston St., Ste. E, Manhattan, KS 66502
www.civicplus.com
".
Date Initiated:
CivicPlus License and Service Agreementfor City of Augusta
Organization:
City of Augusta
Web Address:
www.augustaga.gov
Blanchard@augustaga.gov
Contact Name:
Mike Blanchard
E-mail Address:
Street Address:
530 Greene Street Annex 101
Address 2:
City
Augusta
State:
GA
Zip Code:
Fax:
30911
Phone:
706-821-2862
Ext:
Billing Contact:
Billing Address
(if different)
Billing Phone #: 706-821-2862
Mike Blanchard
Fax:
Information required on invoices, e.g. P.O. # or Job #:
Tax ID #:
Sales Tax Exempt #:
Payment Terms:
Annual
Acct. Rep.
April Strano
Terms and Conditions:
I. Annual invoicing for this contract will begin on original go-live date jointly established by the client and CivicPlus.
2. Annual invoicing may be promted in order to correlate with the client's budget year.
3. Annual fees for CivicPlus services are invoiced prior to the year of service and are due by the first of the following month.
4. CivicPlus reserves the right to start invoicing within 6 months of contract signing. Non-activity by client within that timeframe may require re-
negotiation.
5. Either party may terminate the agreement at the end of the contract term by providing the other party with 60 days prior notice.
6. In the event that neither party gives such notice prior to the end of the initial or any subsequent term, this agreement will automatically be renewed
for an additional contract term.
7. Annual mtes will automatically increase by 5%.
8. Upon completion of design, one-third of the total one-time fee will be invoiced. Upon completion of training, one-third of the total one-time fee
will be invoiced. The remainder of the one-time fee and any additional services will be invoiced upon completion of Acceptance Period as defined
later in this Agreement..
9. Modifications to the original "go-live" date by the client may result in additional fees if additional fees are incurred by CivicPlus for changing
travel armngements.
10. Payment is due on the date annotated on the invoice for that term's service. Service will be discontinued if payment is not made within 30 days
after the due date. Payments received will be applied first to finance charges, then to the oldest outstanding invoice.
11. If the account exceeds 90 days past due, the web service will be removed and the data will be erased.
12. CivicPlus will support designated support contacts for the client. Support will include providing technical support and application support of the
CivicPlus system. Following initial setup, additional page design, gmphic design, word processing training, and custom progmmming may be
contracted sepamtely.
Page 1 of9
CivicPlus . 317 Houston St., Suite E. Manhattan, KS 66502
888-228-2233, ext. 307, Fax: 785-587-8951
www.civicplus.com
Date Initiated:
CivicPlus License and Service Agreement for City of Augusta
Proiect Summary Annual Fee One-Time Fee
Overall Project Management $ $ 2,700.00
Website Design $ $ 8,500.00
Develop Navigation Architecture $ $ 4,500.00
Site Development - Included Modules and Site Setup $ 9,400.00 $ 11,300.00
With _ N/ A MB and _ N/ A GB of transfer per month
Upgraded Modules Total from below $ $ N/A
Custom Development: $ 150/hr installation on client servers $ $ (Hourly Rate)
Site Development - Content -up to 540 pages $ $ 13,500.00
Review and Test $ $ 1,500.00
Training: Up to 15 hours of remote phone training for up to 3 staff members $ $ 1,500.00
Go-live and project review $ $ 1,500.00
Search Engine Registration $ $ 200.00
Ongoing Consulting $ $ 700.00
Total $ 9,400.00 $ 45,900.00
Included Modules
o Agenda Builder
o Archive Center
[jg Banner Development - Additional banners
o Bid Posting
o Blog
[jg Business/Resource Directory
[jg Document Center
[jg Dynamic Breadcrumbs
[jg Dynamic Sjtemap
DE-Commerce (See pricing options for E-commerce)
[jg Events Calendar
o Facilities Locator and Reservations System
[jg FAQ
[jg Forms Development Tool
[jg Intranet
[jg Info/Trivia
o Job Posting
[jg News Flash
[jg Notify Me Email Subscription
o Online Job Application
Setup Notes: CivicPlus will develop a unique web site for the client. Upon approval of the design, the selected services will be
established with on-going review by the client. Upon completion of training, the client will be responsible for updating and
maintaining their website. CivicPlus will continue providing updates to the software and maintain the content and data. CLIENT
HOST
Service Directory
Slideshow
Staff Directory
Admin. Modules & Services
o Additional Domains
o Automated pdf converter
[jg Links Redirect
o Online Web Statistics (Available on!y-:vith CivicPlus hosting)
[jg Printer Friendly/E-mail this Page
[jg Rotating Content
[jg Search Engine Registration
[jg Site Search & Entry Log
[jg Website Administrative Log
[jg Opinion Poll
[jg Photo Gallery
[jg Quicklinks
o Request Tracker
[jg RSS
[jg
[jg
[jg
Page 2 of9
CivicPlus . 317 Houston St., Suite E. Manhattan, KS 66502
888-228-2233, ext. 307, Fax: 785-587-8951
www.civicplus.com
Date Initiated:
CivicPlus License and Service Agreement for City of Augusta
Additional Training: Training that involves billable time beyond the contracted amount will be documented and invoiced.
Approval by the client is necessary before billable time is incurred.
Support: Page development support and technical support provided free throughout the terms ofthe contract. Technical problems
with the software are addressed throughout the contract period at no charge.
Additional Projects: Projects that involve billable time beyond the contracted amount will be documented. Written approval by
the client is necessary before billable time is incurred.
Maintenance Upgrades: Maintenance upgrades to the CivicPlus service are provided at no extra charge. Additional modules may
be purchased and activated at any time
Indemnification and Liability
City of Augusta shall defend, indemnify and hold harmless CivicPlus, its partners, employees, and agents from and against any
and all lawsuits, claims, demands, penalties, losses, fmes, liabilities, damages, and expenses including attorney's fees of any kind,
without limitation, in connection with the operations of City of Augusta and installation of software contemplated by this
agreement, or otherwise arising out of or in any way connection 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 gross negligence or willful
misconduct on the part of CivicPlus.
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 customer.
CivicPlus will not be liable for any failure of performance that is caused by or the result of any act or omission by customer or any
entity other than CivicPlus that furnishes services, facilities or equipment used in connection with CivicPlus services or facilities.
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.
Development Specifications
Additional development specifications and requirements will follow upon commencement of the project. At minimum, the specifications
will include requirements from Augusta RFP 08-094 and CivicPlus response to said RFP, which may be modified by mutual consent of
customer and CivicPlus.
Project Schedule
Go-Live of the CivicPlus products shall be completed within 180 days of contract signing. In this time all project requirements and
specifications shall have been met by CivicPlus.
Acceptance Period
Project shall commence upon contract signing and shall be considered completed upon final delivery of completed web site (go-live) plus
a minimum 30-day Acceptance Period. Within the Acceptance Period customer shall fully test the capabilities of the product(s) and will
inform CivicPlus in writing of any problems that are encountered. The Acceptance Period will be considered complete when 30 days
have elapsed and all problems discovered in that time period have been corrected by CivicPlus.
Page 3 of9
CivicPlus . 317 Houston St., Suite E. Manhattan, KS 66502
888-228-2233, ext. 307, Fax: 785-587-8951
www.civicplus.com
Date Initiated:
Acceptance:
We the undersigned, agreeing to the conditions specified in this document, understand and authorize the provision of services outlined in
this contract.
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Please fax the above contract as soon as possible to
FAX Number: 785-587-8951
For any billing questions, Accounting can be reached at 888-228-2233, ext.215
Support can be reached at:
888-228-2233, ext. 307
785-587-1853, ext. 307
Page 4 of9
CivicPlus . 317 Houston St., Suite E. Manhattan, KS 66502
888-228-2233, ext. 307, Fax: 785-587-8951
www.civicplus.com
Date Initiated:
SOFTWARE LICENSE AGREEMENT
THIS SOFTWARE LICENSE AGREEMENT entered into by and between Icon Enterprises, Inc., a Kansas Corporation dba
Civics Plus ("Licensor"), a Kansas corporation, having principal offices at Manhattan, Kansas, and Augusta, Georgia, a political
subdivision of the State of Georgia, with its place of business at 530 Greene Street, Augusta, GA U.S.A., 30911 ("Licensee")
determines the rights and licenses granted hereunder by Licensor to Licensee in the Licensed Software (hereinafter defined).
1. Definitions. As used in this Agreement. the following definitions shall apply:
(a) "Licensed Product" shall mean collectively the Licensed Software (as hereinafter defmed) and the
documentation thereof.
(b) "Licensed Software" or "Software" shall mean the Civic Plus Web Content Management Software and
associated modules, in object code and source code form, all updates and revisions thereof supplied by Licensor
during the term hereof, and all copies of the foregoing.
(c) "Use" shall mean the reading into and out of memory of the Licensed Software and the execution of the
Software, in whole or in part, by the Licensed CPU for the internal purposes of Licensee; it being understood
and agreed that "Use" shall not include providing data processing services to third parties.
(d) "Modification" means deleting code from, adding code to, or altering the code in the Licensed Software.
(e) "Modify" means to create or engage in creating a Modification.
(f) "Copy" means the medium on which information is fixed on a temporary or permanent basis and from which the
information can be perceived, reproduced, used, or communicated, either directly or with the aid of a device.
(g) "Non-exclusive License" means a license that does not preclude the licensor from transferring to other licensees
the same information, informational rights, contractual rights or permissions within the same scope, including
consignment of a copy.
(h) "Term" means the initial period in which this contract is in force, or any subsequent period.
1. Notices:
Any notice required to be given shall be deemed to be duly given if mailed and addressed to or faxed to:
To City:
Tameka Allen, IT Director
530 Greene Street, A-lOl
Augusta, GA 30911
T: 706.821.2522
F: 706.821.2530
Copies to:
Fred Russell, City Administrator
530 Greene Street, Room 801
Augusta, GA 30911
T: 706.821.2400
To Consultant:
Cindy Peters, Project Manager
317 Houston St., Suite E
Manhattan, KS 66502
Fax: 785-587-8951
Page 5 of9
CivicPlus . 317 Houston St., Suite E. Manhattan, KS 66502
888-228-2233, ext. 307, Fax: 785-587-8951
www.civicplus.com
Date Initiated:
1. License.
Licensee has previously entered into a Licensing and Service Agreement with Licensor and desires to obtain copies of
Licensor's software. Subject to the payment of the license fees to Licensor as hereinafter provided, Licensor hereby grants to
Licensee, and Licensee hereby accepts, a personal, non-exclusive and non-transferable (except as expressly provided herein)
license to use the Licensed Software on a Licensed CPU during the term of this Agreement and to use the documentation therefore
during the term hereof in support of the Use of the Licensed Software. Use oflicense will be limited to providing one web site.
2. License fees and taxes.
(a) The license fees for the license granted herein and for all of Licensor' s obligations hereunder shall be Licensor'
s current license fees for the Licensed Product in effect at the time of the execution hereof by Licensee, as set
forth in the Service and Licensing Agreement previously executed by the parties.
1. Term of agreement and effective date.
(a) Unless otherwise terminated or cancelled as provided herein, the term of this Agreement shall run concurrently
with the Licensing and Service Agreement which has been previously executed between the parties and shall
terminate upon termination of the Licensing and Service Agreement.
(b) Licensor may terminate this Agreement if Licensee breaches any of the terms and conditions of the Agreement.
(c) Licensee may terminate this Agreement if Licensor breaches any of the terms and conditions of the Agreement
and shall not be liable for any payment for incomplete, non-functional, or undelivered work performed by the
Licensor.
(d) All provisions of this Agreement relating to disclaimers of warranties, limitation of liability, remedies, or
damages, and Licensor's proprietary rights shall survive termination.
1. Protection of trade secrets.
(a) Licensee agrees that the Licensed Product is the exclusive property of Licensor. Licensee shall not disclose or
make available the Licensed Software, or any portion thereof, including the Licensed Product, to third parties
without Licensor's prior written consent, except under appropriate non-disclosure agreements to third parties
who are performing services for Licensee. Upon the cancellation, termination, or expiration of this Agreement,
Licensee shall immediately return the Licensed Product and all copies thereof to Licensor.
(b) Upon any termination, cancellation or expiration hereof, Licensee shall return the Licensed Product and all
copies thereof to Licensor or destroy the Licensed Product and all copies thereof.
(c) The Vendor acknowledges that this Agreement and certain documen,tation may be subject to the Georgia Open
Records Act (O.C.G.A. ~ 50-18-70, et seq.). Vendor shall cooperate fully in responding to such requests and
shall make all records, not exempt, available for inspection and copying as required by law. Vendor shall
clearly mark any information provided to City which Vendor contends is Proprietary Information. Vendor shall
notify City immediately of any Open Records request arising out of this contract and shall provide to City a copy
of any response to the same.
(d)
1. Reproduction and modification of software.
(a) Licensee may reproduce the Licensed Software for backup or archival purpose. All copies of the Licensed
Software, in whole or in part, shall contain all of Licensor' s restrictive and proprietary notices in form and
content as they appear on or in the Licensed Software provided by Licensor.
Page 6 of9
CivicPlus . 317 Houston St., Suite E. Manhattan, KS 66502
888-228-2233, ext. 307, Fax: 785-587-8951
www.civicplus.com
Date Initiated:
(b) Licensee may modify the Licensed Software and merge it into existing software, provided such modified
Licensed Software and resulting merged software shall be deemed to be a Licensed Product for purposes of this
Agreement and, except as otherwise expressly provided herein, shall be subject to all of its terms and conditions.
Upon any termination, cancellation, or expiration hereof or of any license granted hereunder, Licensee shall
remove the Licensed Software and all portions thereof from the modified Licensed Software and resulting
merged software, and Licensee may not thereafter use the Licensed Software or any portion thereof.
Page 7 of9
CivicPlus . 317 Houston St., Suite E. Manhattan, KS 66502
888-228-2233, ext. 307, Fax: 785-587-8951
www.civicplus.com
Date Initiated:
1. Negation of warranty.
THE LICENSED PRODUCT IS PROVIDED ON AN "AS IS" BASIS, AND THERE ARE NO WARRANTIES, EXPRESS OR
IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF MERCHANTABILITY OF THE COMPUTER
PROGRAM, INFORMATIONAL CONTENT, OR FITNESS FOR LICENSEE'S PURPOSE OR SYSTEM INTEGRATION.
THERE IS NO WARRANTY AGAINST INTERFERENCE WITH YOUR ENJOYMENT OF THE LICENSED PRODUCT OR
AGAINST INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS OF ANOTHER. LICENSEE SHALL BE
SOLELY RESPONSIBLE FOR THE SELECTION, INSTALLATION, USE, EFFICIENCY AND SUITABILITY OF THE
LICENSED PRODUCT AND LICENSOR SHALL HAVE NO LIABILITY THEREFOR.
2. Indemnification and Liability.
Licensee shall defend, indemnify and hold harmless Licensor, its partners, employees, and agents from and against any
and all lawsuits, claims, demands, penalties, losses, fines, liabilities, damages, and expenses including attorneys' fees of any kind,
without limitation, in connection with the operations of Licensor and installation of software contemplated by this agreement, or
otherwise arising out of or in any way connected with Licensor's providing of service and performance under this agreement. This
section shall not apply to the extent that any loss or damage is caused by the gross negligence or willful misconduct on the part of
Licensor.
Licensor will not be liable for any act, omission, 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 Licensee.
Licensor will not be liable for any failure of performance that is caused by or the result of any act or omission by Licensee or any
entity other than Licensor that furnishes services, facilities, or equipment used in connection with Licensor's services or facilities.
3. Limitation of liability.
IN NO EVENT SHALL LICENSOR BE LIABLE TO LICENSEE FOR ANY DAMAGES RESULTING FROM OR RELATED
TO ANY FAILURE OF THE SOFTWARE PRODUCTS, INCLUDING, BUT NOT LIMITED TO LOSS OF DATA, OR
DELAY OF THE LICENSOR IN THE DELIVERY OF THE LICENSED PRODUCT. IN NO EVENT SHALL LICENSOR BE
LIABLE TO LICENSEE FOR ANY INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES OR LOST PROFITS
ARISING OUT OF OR RELATED TO THIS LICENSE AGREEMENT, OR THE PERFORMANCE OR BREACH THEREOF,
EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY THEREOF.
4. General.
(a) Any claim arising out of or related to this Agreement must be brought no later than two (2) year(s) after it has
accrued.
(b) This Agreement shall be governed by and construed in accordance with the laws of the State of Georgia. All
claims, disputes and other matters in question between the City and the Vendor arising out of, or relating to, this
Agreement, or the breach thereof, shall be decided in the Superior Court of Richmond County, Georgia. Vendor,
by executing this Agreement, specifically consents to venue and jurisdiction in Richmond County, Georgia and
waives any right to contest jurisdiction and venue in said Court.
Page 8 of9
CivicPlus . 317 Houston St., Suite E. Manhattan, KS 66502
888-228-2233, ext. 307, Fax: 785-587-8951
www.civicplus.com
Date Initiated:
IN WITNESS WHEREOF, the parties have set their ha~dthe day below written.
By:
("Licensee") .: '.'<' \. ...' '.
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Date:
Date:
Accepted on behalf ofIcon Enterprises, Inc. dba Civics Plus. ("Licensor")
By: Ca^""~ ~ ~ ct ~~
Date: lola-iOc;(
Page 9 of9
CivicPlus . 317 Houston St., Suite E. Manhattan, KS 66502
888-228-2233, ext. 307, Fax: 785-587-8951
www.civicplus.com