2008-096-RES-APPROVING AND AUTHORIZING THE EXECUTION OF A LICENSE AND SERVICE AGREEMENT WITH CIVIC PLUS TO DESIGN, DEVELOP, INSTALL, IMPLEMENT, TEST AND SUPPORT THE CITY'S WEBSITE PROJECT

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IV. Com..._pensation and Method of Pavment The parties agree that CivicPlus shall be compensated for the services provided pursuant to this Agreement and accepted by the City in accordance with the proposal attached hereto and incorporated herein as Exhibit ..A.,. The contract amount for the one-time fee and the annual fee as specified in Exhibit "A" shall not be exceeded without the written permission of the City. Upon completion of design of the Website, CivicPlus shall invoice the City for one-third of the total one- time fee, upon completion of training of City personnel CivicPlus shall invoice the City for one-third of the one-time fee, following the go-live date on the City's new Website, and acceptance of the project by City, CivicPlus shall invoice the City for the remaining one-third of the one-time fee. CivicPlus shall provide ongoing technical and application support for the City's Website and related software and applications free of charge for the first twelve (12) months following the go- live date, thereafter CivicPlus will invoice the City for the annual support and service fee as set forth in Exhibit A. This annual fee may be increased by a percentage equal to the CPI-U for Dallas, Texas once per year following the first free year. Provided, however, the percentage increase shall never exceed five percent (S%) annually. CivicPlus recognizes that this Contract shall commence upon the effective date herein and continue in full force and effect until termination in accordance with its provisions. CivicPlus and the City recognize that the continuation of any contract after the close of any given fiscal year of the City of Paris, which fiscal year ends on September 30"' of each year, shall be subject to Paris City Council approval. In the event that the Paris City Council does not approve the appropriation of funds for this Contract, the Contract shall terminate at the end of the fiscal year for which funds were appropriated and the parties shall have no further obligations hereunder. V. Warrantv CONTRACTOR warrants that its Software will perfoxm free of defects that would prevent the Website from operating in the manner described in the Contract documents and any other related user documentation for the version installed. This Warranty shall commence upon the date of final acceptance of the Project by CITY, and shall continue for a period of three (3) years. All upgrades to the software by CONTRACTOR within the warranty period shall be provided to CITY by CONTRACTOR at no additional charges to CITY. CONTRACTOR disclaims any warranty that the operation of the Software will be uninterrupted or error free. The CITY'S remedy for breach of the above warranty includes repair or replacement of the nonconforming Software or termination of the license under this Contract and refund of the payment for such license. This warranty shall not apply to Software that has been modified, changed or altered by anyone other than CONTRACTOR or its suppliers or someone authorized in writing by CONTRACTOR. VI. Indemnitv CivicPlus shall release, defend, indemnify and hold the City and its elected officials, ofcer s, and employees harmless from and against all damages, injuries (including death), claims, p ~fi pety damages (including loss of use), losses, demands, suits, judgments and costs, including reasonable attorney's fees and expenses, in any way arising out of, related to, or resulting from the services provided by CivicPlus and to the extent caused by the negligent act or omission or intentional wrongful act or omission of CivicPlus, its officers, agents, employees, subcontractors, licensees, invitees or any other third parties for whom CivicPlus is legally responsible (hereinafter "Claims"). CivicPlus is expressly required to defend City against all such Claims. PAGE 2 CIVICPLUS LiCENSE & SERVICE AGREEMENT