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11 ReportCITY COUNCIL AGENDA ITEM BRIEFING SHEET Submittal Date: Originating Department: Presented By: Agenda Item No.: 11-03-2008 Council Date: MIS Kent Klinkerman 12. 11/10/2008 RECOMMENDED MOTION: Move to approve a resolution authorizing an agreement with CivicPlus for creating and hosting of the City's website; and authorizing the City Manager to negotiate and execute all necessary documents. POLICY ISSUE(S): BACKGROUND: The City of Paris is in need of an improved and more interactive website reflective of the needs of its citizenry. MIS does not employ a webmaster/designer. Experience and knowledge of municipal website design and use is necessary to facilitate an increase in use by our citizens. CivicPlus (http://www.civicplus.com) is a company that designs and maintains hundreds of websites for governmental agencies across the nation. They offer innovative designs and many functional improvements over our current website. After reviewing several firms, Staff recommends CivicPlus based on services provided, quality and value. BOARD/COMMISSION RECOMMENDATION: EXHIBITS: Resolution, Contract ACTION: BUDGET INFO: ❑ Financial Report ❑ Minute Order Expense $ 18,000 creation; 7,800 hosting ❑ Department Report N Resolution Budgeted Amt. $22,000 ; 6,600 ❑ Presentation ❑ Ordinance y'I'D Actual $ ❑ Public Hearing ❑ Other Acct. Name Comm. System ; Maint. Agreement Acct. Number 01-1008-89-01 ; 01-0511-89-01 FISCAL NOTES: REVIEWED AND APPROVED BY: Z Administration Z City Clerk ❑ Community Development Z EMS/IT ❑ Finance ❑ Fire ❑ Municipal Court E Legal ❑ Library ❑ Police ❑ Eng./Public Works ❑ Utilities City of Paris - ()00225 Revised 2/04/08 T _ . _ , . . ~ DRAFT attorney\reswork\current\CivicPlus Agreement Res 2008 RESOLUTION NO. A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF PARIS, TEXAS, APPROVI11iG AND AUTHORIZING THE EXECUTION OF A LICENSE AND SERVICE AGREEMENT WITH CIVICPLUS TO DESIGN, DEVELOP, INSTALL, IMPLEMENT, TEST AND SUPPORT THE CITY'S WEBSITE PROJECT; MAKING OTHER FINDIIVGS A1VD PROVISIONS RELATED TO THE SUBJECT; AND DECLARING A1V EFFECTIVE DATE. WHEREAS, the City of Paris desires to enter into a License and Service Agreement with CivicPlus, a professional website designer for the purpose of creating a unique and interactive website for the City of Paris and its citizens; and, WHEREAS, the City Manager and the Information Technology Director have reviewed CivicPlus' proposal and many other municipal websites designed by CivicPlus and recommend that they be retained to design, develop, install and support a new website for the City of Paris and its citizens; and, WHEREAS, the City Council hereby finds that it is in the best interest of the City of Paris and its citizens that the City enter into a License and Service Agreement with CivicPlus to provide website design and consulting services to the City of Paris. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF PARIS THAT: Section 1. The findings set out in the preamble to this resolution are hereby in all things approved. Section 2. The proposal of CivicPlus to design, develop, install, and support a new website for the City of Paris as set forth in Exhibit A attached hereto, be, and the same is hereby accepted; and, Section 3. The City Manager be, and he is hereby authorized and directed to execute on behalf of the City of Paris a License and Service Agreement with CivicPlus substantially in accordance with the form attached hereto as Exhibit A and any and all other necessary documents related thereto. Section 5. This resolution shall be effective immediately upon passage. ~ O002'"'G . . , . , . . ..T . T.._ ..~.......~r PASSED AND ADOPTED this 10th day of November, 2008. Jesse james Freelen, Mayor ATTEST: Janice Ellis, City Clerk APPROVED AS TO FORM: W. Kent McIlyar, City Attorney ~0022 I . . . . . f. ~ . . .T._............~.r. CIVICPLUS LICENSE AND SERVICE AGREEMENT FOR CITY OF PARIS WEBSITE DESIGN AND MAINTENANCE THIS AGREEMENT is made and entered into by and between the CITY OF PARIS, TEXAS, a Home-Rule Municipal Corporation, hereinafter referred to as "City", and CIVICPLUS, 317 Houston, St., Suite E, Manhattan, KS 66502, hereinafter referred to as "CivicPlus", to be effective from and after the date as provided herein. WITNESSETH: WHEREAS, the City desires to engage the services of the CivicPlus to design, develop, install, implement, test and support a unique and interactive website for the City of Paris (the "Project"); and WHEREAS, CivicPlus desires to render such services for the City upon the terms and conditions provided herein. NOW, THEREFORE, for and in consideration of the covenants contained herein, and for the mutual benefits to be obtained hereby, the parties hereto agree as follows: I. Retention of CivicPlus The City hereby retains CivicPlus to perform professional services in connection with the design, development, installation, implementation, testing and support of a new City of Paris Website Project. CivicPlus agrees to perform such services in accordance with the terms and conditions of this Agreement. II. Scope of Services The parties agree that CivicPlus shall perform such professional services related to the Project as are more particularly described in this Agreement and in the Scope of Services, attached hereto and incorporated herein by reference as Exhibit "A." In the event of a conflict between the requirements of this Agreement and the Scope of Services, this Agreement shall control. The parties further understand and agree that deviations or modifications to this Agreement in the form of written contract modifications may be authorized from time to time by the City. III. Schedule of Work CivicPlus agrees to commence work on the Website Project within ten (10) business days of receipt of a Notice to Proceed from the City of Paris, and to proceed diligently with said work to completion, except for delays beyond the reasonable control of CivicPlus. CivicPlus further agrees to provide periodic software updates and technical support and service to the City's Website annually, beginning with the go-live date for the City's Website as mutually determined by the City and CivicPlus. Annual support shall continue until written notice of termination is given by either party as provided herein. CIVICPLUS LICENSE & SERVICE AGREEMENT PAGE 1 » uoo22~ . . . . . ~ , . , . . .T_._...,.»._...~.~._.. IV. Comnensation and Method of Payment 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 (5%) 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 30t'' 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 perform 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 C[TY. 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, officers, and employees harmless from and against all damages, injuries (including death), claims, property 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. CIVICPLUS LICENSE & SERVICE AGREEMENT PAGE 2 U00229 . . . . . . . . . . _ , . . . . ~,._......__..,,.r__ . In its sole discretion, City shall have the right to approve defense counsel to be retained by CivicPlus in fulfilling its obligation hereunder to defend and indemnify City, unless such right is expressly waived by City in writing. City reserves the right to provide a portion or all of its own defense; however, City is under no obligation to do so. Any such action by City is not to be construed as a waiver of CivicPlus's obligation to defend City or as a waiver of CivicPlus's obligation to indemnify City pursuant to this Agreement. CivicPlus shall retain City approved defense counsel within seven (7) business days of City's written notice that City is invoking its right to indemnification under this Agreement. If CivicPlus fails to retain counsel within such time period, City shall have the right to retain defense counsel on its own behalf, and CivicPlus shall be liable for all costs incurred by City. VII. Insurance CivicPlus agrees to meet all insurance requirements established by the City for this Project, and to require all contractors, consultants, subcontractors and/or sub-consultants who perform work for CivicPlus to meet the City's insurance requirements. A properly executed and authorized certificate of insurance naming CivicPlus as the Insured and the City of Paris, Texas, its elected officials, officers and employees as additional insured's shall be provided upon request by the City. VIII. Independent Contractor CivicPlus covenants and agrees that CivicPlus is an independent contractor and not an officer, agent, servant or employee of City; that CivicPlus shall have exclusive control of and exclusive right to control the details of the work performed hereunder and all persons performing same, and shall be responsible for the acts and omissions of its officers, agents, employees, contractors, subcontractors and consultants; that the doctrine of respondeat superior shall not apply as between City and CivicPlus, its officers, agents, employees, contractors, subcontractors and consultants, and nothing herein shall be construed as creating a partnership or joint enterprise between City and CivicPlus. IX. Assignment and Subletting CivicPlus agrees that neither this Agreement nor the work to be performed hereunder will be assigned or sublet without the prior written consent of the City. The CivicPlus further agrees that the assignment or subletting of any portion or feature of the work or materials required in the performance of this Agreement shall not relieve the CivicPlus from its full obligations to the City as provided by this Agreement. X. Audi CivicPlus agrees that at any time during normal business hours and upon reasonable notice from the City, CivicPlus shall make available to representatives of the City for examination all of its records with respect to all matters covered by this Agreement, and will permit such representatives of the City to audit, examine, copy and make excerpts or transcripts from such records, and to make audits of all contracts, invoices, materials, payrolls, records of personnel, conditions of employment and other data relating to all matters covered by this Agreement, all for a period of one (1) year from the date of final settlement of this Agreement or for such other or longer period, if any, as may be required by applicable statute or other lawful requirement. CIVICPLUS LICENSE & SERVICE AGREEMENT PAGE 3 m ()l/1.:230 _ . . , _ . . . .T_....~.,,.~.... XI. Termination The parties agree that either party shall have the right to terminate this Agreement for cause following written notice specifying the breach and thirty (30) days time to cure the breach, unless the breach cannot be corrected within thirty (30) days time in which event an additional thirty (30) days may be allowed. The parties further agree that this Agreement may also be terminated without cause and for any reason upon sixty (60) days prior written notice. Provided, however, in the event the City terminates this Agreement without cause and prior to the go-live date, CivicPlus shall be entitled to compensation for all work completed through the date of notice of termination. Additionally, should CivicPlus terminate this Agreement without cause during any twelve (12) month period for which the City has prepaid for website support services, CivicPlus shall reimburse City for the pre-payment on a prorated basis. XII. Comnlete Contract This Agreement, including the Exhibits lettered "A" through "E", constitute the entire agreement by and between the parties regarding the subject matter hereof and supersedes all prior or contemporaneous written or oral understandings. This Agreement may only be amended, supplemented, modified or canceled by a duly executed written instrument. XIII. Mailing of Notices Unless instructed otherwise in writing, CivicPlus agrees that all notices or communications to City permitted or required under this Agreement shall be addressed to City at the following address: City of Paris Attn: Information Technology Department P.O. Box 9037 Paris, TX 75461-9037 With an additional copy of the Notice or Communication sent to: City of Paris Attn: City Attorney P.O. Box 9037 Paris, Texas 75461-9037 City agrees that all notices or communications to CivicPlus permitted or required under this Agreement shall be addressed to CivicPlus at the following address: CivicPlus 317 Houston St., Suite E Manhattan, KS 66502 All notices or communications required to be given in writing by one party or the other shall be considered as having been given to the addressee on the date such notice or CIVICPLUS LICENSE & SERVICE AGREEMENT PAGE 4 U00231 , , . ..T. . . T,._._ .__..~.,r. communication is hand delivered to the party or three (3) business days following the date the notice letter is posted by the sending party. XIV. Miscellaneous A. Paragraph Headings: The paragraph headings contained herein are for convenience only and are not intended to define or limit the scope of any provision in this Agreement. B. Contract Interpretation: Although this Agreement is drafted by the City, should any part be in dispute, the parties agree that the Agreement shall not be construed more favorably for either party. C. Venue/Governing Law: The parties agree that the laws of the State of Texas shall govern this Agreement, and that all aspects of this Agreement are performable in Lamar County, Texas. Exclusive venue for any claim or lawsuit arising out of or related to this Agreement shall lie in Lamar County, Texas. D. Successors and Assigns: City and CivicPlus, and their partners, successors, subcontractors, executors, legal representatives, and administrators are hereby bound to the terms and conditions of this Agreement. E. Severability: In the event a term, condition, or provision of this Agreement is determined to be void, unenforceable, or unlawful by a court of competent jurisdiction, then that term, condition, or provision, shall be deleted and the remainder of the Agreement shall remain in full force and effect. F. Effective Date: This Agreement shall be effective from and after the date the last party executes this Agreement. SIGNED on the date indicated below. DATE: DATE: CIVICPLUS BY: PRESIDENT CITY OF PARIS, TEXAS BY: KEVIN CARRUTH, CITY MANAGER CIVICPLUS LICENSE & SERVICE AGREEMENT 000232 PAGE 5 _ T T-_ , APPROVED AS TO FORM: W. Kent McIlyar, City Attorney ACKNOWLEDGMENTS STATE OF § § COUNTY OF § This instrument was acknowledged before me on the _ . of _ .a said corporation. Notary Public, State of day of . 2008, by _ corporation, on behalf of STATE OF KANSAS § § COUNTY OF § This instrument was acknowledged before me on the day of . 2008, by . d/b/a CivicPlus, a sole proprietorship, individually and on behalf of said company. Notary Public, State of Kansas STATE OF TEXAS § § COUNTY OF LAMAR § This instrument was acknowledged before me on the day of . 2008, by KEVIN CARRUTH, CITY MANAGER of the CI1'Y OF PARIS, TEXAS, a home-rule municipal corporation, on behalf of said municipal corporation. Notary Public, State of Texas CIVICPLUS LICENSE & SERVICE AGREEMENT _ r~~?n233 PAGE 6 ~ , . . ..1.. . r.._....~~_ Date Initiated: EXHIBIT "A" Scope of Services CivicPlus License and Service Agreement jor City of Paris - Proposal Organization: City of Paris Web Address: http://www.ci.paris.tx.us/ Contact Name: Russell Thrasher E-mail Address: rgthrasher@paristexas.gov Street Address: 135 S.E. lst Street Address 2: PO Box 9037 City Paris State: TX Zip Code: 75461 Phone: 903-640-3834 Ext: Fax: Billing Contact: Kent Klinkerman Billing Address (if different) Billing Phone 903-784-9228 Fax: 903-782-9034 Information required on invoices, e.g. P.O. # or Job Taac ID 75-6000-635 Sales Taac Exempt Payment Terms: Annual Acct. Rep. Laura Munsch Terms and Conditions: 1. Annual invoicing may be prorated in order to correlate with the client's budget year. 2. Annual fees for CivicPlus services are invoiced prior to the year of service and are due by the first of the following month. 3. CivicPlus reserves the right to start invoicing within 6 months of conUact signing. Non-activity by client within that timeframe may require re- negotiation. 4. Either party may terminate the agreement at the end of the conLact term by providing the other party with 60 days prior norice. 5. 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. 6. Upon completion of design, one-third of the total one-time fee will be invoiced. Upon completion of iraining, one-third of the total one-rime fee will be invoiced. The remainder of the one-time fee and any additional services will be invoiced upon go-live. 7. Modifications to the original "go-live" date by the client may result in additional fees if additional fees aze incurred by CivicPlus for changing travel arrangements. 8. 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. 9. If the account exceeds 60 days past due, the web service will be removed and the data will be erased. 10. 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, gaphic design, word processing training, and custom progrunming may be contracted separately. 11. CivicPlus provides online website statistics software at no eactra charge. If this software does not provide all of the information that you need, CivicPlus will provide you with the necessary log file access for you to use your own website statistic software. CivicPlus . 317 Houston St., Suite E. Manhattan, KS 66502 888-228-2233, ext. 307, Fax: 785-587-8951 www.civicplus.com Page 1 of 3 ~ 00(123", . . . . . . , . , ..T. . _ -r_......~......~T' Date Initiated: CivicPlus License and Service Agreement jor City of Paris Project Summary Annual Fee One-Time Fee Overall Project Management $ $ 900.00 Website Design $ $ 2,500.00 Develop Navigation Architecture $ $ 1,200.00 Site Development - Included Modules and Site Setup $ 4,200.00 $ 2,500.00 With 800MB and 325 GB of transfer per month Upgraded Modules Total from below $ 3,600.00 $ 2,500.00 Custom Development $ $ NA Site Development - Content -up to 125 pages $ $ 3,300.00 Review and Test $ $ 900.00 Training: Up to 30 hours for no more than 3 employees $ $ 3,000.00 Go-live and project review $ $ 1,200.00 Search En ine Re istration $ $ Included Total $ 7,800.00 $ 18,000.00 Inctuded MaduCas Annual Fee One-time Annual Fee One-time Fee Fee ❑x Archive Center $ Upgraded $ Upgraded ❑O Opinion Poll $ Included $ Induded ❑ Banner Development - Add'1 $ $ ❑ Photo Gallery $ $ ❑ Bid Posting $ $ 8 Quicklinks $ Included $ Included ❑ Blog $ $ ❑ RequestTracker for _ users $ $ 0 Business Directory $ Included $ Included 8 RSS $ Included $ Included ❑x Document Center $ Included $ Induded 19 Slideshow $ FREE $ FREE ❑O Dynamic Breadcrumbs $ Included $ Included IN Staff Directory $ Included $ Included ❑O Dynamic Sitemap $ Included $ Included ❑ Other: $ $ ❑ E-Commerce $ $ Admin. Modules & Services ❑x Events Calendar $ Included $ Included ❑ Additional Domains $ $ ❑O FAQ $ Included $ Included ❑ Automated pdf conveRer $ $ ❑O Forms Development Tool $ FREE $ FREE 0 Links Redirect $ Included $ [ncluded ❑ Intranet $ $ B Online Web Statistics $ Included $ Included ❑x Job Posting $ Upgraded $ Upgraded 8 Printer Friendly $ Included $ Included O News Flash $ Included $ Included N Rotating Content $ Included $ Included 19 Notify Me Email Subscription $ Upgraded $ Upgraded O Search Engine Registration $ Included $ Included ❑ Online Job Application $ $ B Site Seazch & Entry Log $ Included $ Included 8 Website Administrative Log $ Included $ Included Setup Notes: CivicPlus will develop a unique website 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. CivicPlus . 317 Houston St., Suite E. Manhattan, KS 66502 888-228-2233, ext. 307, Fax: 785-587-8951 www.civicplus.com Page 2 of 3 _ 000235 T T_ _ ._7 Date Initiated: CivicPlus License and Service Agreement for City of Paris 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 of the 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 Development Specifications Additional development specifications and requirements will follow upon commencement of the project. Acceptance: We the undersigned, agreeing to the conditions specified in this document, understand and authorize the provision of services outlined in this contract. Name Paris Name Date CivicPlus Please fax the above contract as soon as possible to FAX Number: 785-587-8951 Date For any billing questions, Accounting can be reached at 888-228-2233, ext.215 SuppoR can be reached at: 888-228-2233, ext. 307 785-587-1853, ext. 307 CivicPlus . 317 Houston St., Suite E. Manhattan, KS 66502 888-228-2233, ext. 307, FaJC: 785-587-8951 www.civicplus.com w 000236 Page 3 of 3 , . .T.__ .~...~T...