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 PROJECTRESOLUTION N0. 2008-096
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF PARIS,
TEXAS, APPROVING AND AUTHORIZING THE EXECUTIOIV OF A
LICENSE AND SERVICE AGREEMENT WITH CIVICPLUS TO
DESIGN, DEVELOP, INSTALL, IMPLEMENT, TEST AND SUPPORT
THE CITY'S WEBSITE PROJECT; MAKING OTHER FINDINGS AND
PROVISIOIVS RELATED TO THE SUBJECT; AND DECLARING AN
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 they recommend that CivicPlus 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 to effectuate this Agreement.
Section 5. This resolution shall be effective immediately upon passage.
PASSED AND ADOPTED this 10th day of November, 2008.
ATTEST:
. ,
nice Ellis, City Clerk
APPROVED AS TO FORM:
~
W. Kent McIlya Ci Attorney
2 i. 4 e.,
sse Jam s Freelen, Mayor
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:
1. 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 Ciry of Paris
Website Project. CivicPlus agrees to perform such services in accordance with the terms and
conditions of this Agreement.
II. Scone 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 EXHIBIT A_ PAGE 1
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
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 t~o eg
City shall have the right a n defense coun el on ts wn behalf, and Ci cPlus hall be li ble 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 the
the
and
red
City certificate of insurance naming a iadditional i suredus shall be prov ded uponlreque t by the1City~
officials, officers and employees
VIII. Indenendent 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. Assi~nment 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. Audits
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 exce P rolls, t reords pof f rnnel,
Pero
records, and to make audits of all contracts, invoices, materials, p y
or
conditions of employment and other data ~enal lsettlement tof this Ag eementlorfor greement,otherall
period of one (1) year from the date of
longer period, if any, as may be required by applicable statute or other lawful requirement.
PAGE 3
CIVICPLUS LICENSE & SERVICE AGREEMENT
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. Mailine 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
PAGE 4
CIVICPLUS LICENSE & SERVICE AGREEMENT
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.
CIVICPLUS
DATE: BY: , PRESIDENT
CITY OF PARIS, TEXAS
DATE: BY'
KEVIN CARRUTH, CITY MANAGER
PAGE 5
CIVICPLUS LICENSE & SERVICE AGREEMENT
APPROVED AS TO FORM:
W. Kent McIlyar,
City Attorney
ACKNOWLEDGMENTS
STATE OF §
§
COUNTY OF §
This instrument was acknowledged before me on the
. _ , of
said corporation.
_ day of . 2008, by
a corporation, on behalf of
Notary Public, State 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 CITY OF PARIS, TEXAS, a home-rule municipal
corporation, on behalf of said municipal corporation.
Notary Public, State of Texas
CIVICPLUS LICENSE & SERVICE AGREEMENT PAGE 6
Date Initiated:
EXHIBIT "A"
Scope of Services
CivicPlus License and Service Agreement for City of Paris - Proposal
Organization:
City of Paris
Contact Name:
Russell Thrasher
Street Address:
135 S.E. lst Street
Address 2:
PO Box 9037
City
Paris
Phone:
903-640-3834
Billing Contact:
Kent Klinkerman
Billing Address
(if different)
Billing Phone
903-784-9228
TaxID
75-6000-635
Payment Terms:
Annual
Web Address:
http://www.ei.paris.tx.us/
E-mail Address: rgthrasher@paristexas.gov
State: TX Zip Code:
Ext: Fax'
75461
Faac: 903-782-9034 Information required on invoices, e.g. P.O. # or Job
Sales Tat Exempt
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 contract signing. Non-activity by client within that timeframe may require re-
negotiation.
4. Either party may terminate the agreement at the end of the contract term by providing the other party with 60 days prior notice.
5. In the event that neither party gives such notice prior to the end of the initial or any subsequent temi, 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 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 go-live.
7. Modifications to the original "go-live" date by the client may result in additional fees if additional fees are incurred by CivicPlus for changing
lravel 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 accoont 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 appp atio~u] pgrt o~the
CivicPlus system. Following initial setup, additional page design, graphic design, word processing training, and custom ro in ma be
contracted separately.
11. CivicPlus provides online website statistics software aY no extra chazge. 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.
Page 1 of 3
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 jor City of Paris
Annual Fee
One-Time Fee
Project Summary
$
$
900.00
Overall Project Management
$
$
2,500.00
Website Design
$
$
1,200.00
Develop Navigation Architecture
$
200.00
4
$
2,500.00
Site Development - Included Modules and Site Setup
,
With 800MB and 325 GB of transfer per month
Upgraded Modules Total from below
$
3,600.00
$
2,500.00
$
$
NA
Custom Development
$
$
3,300.00
Site Development - Content -up to 125 pages
$
00
900
$
.
Review and Test
$
$
3,000.00
Training: Up to 30 hours for no more than 3 employees
$
00
200
1
$
.
,
Go-live and project review
$
$
Included
Search En ine Registration
$
7,800.00
$
18,000.00
Total
Included Modules
Fee
Annual
One-time
Annual Fee
One-time
Fee
$
aded
UP~
$
Fee
Upgraded
~ Opinion Poll
$
Included
$
Included
❑ Archive Center
'
g
❑ Photo Gallery
$
$
I
❑ Banner Development - Add
$
~ Quicklinks
$
Included
$
Included
❑ Bid Posting
$
$
$
❑ RequestTrackerfor _ users
$
$
❑ Blog
$
$
Included
$
Included
O RSS
$
Included
$
Included
19 Business Directory
$
Included
$
Included
0 Slideshow
$
F~E
$
FREE
O Document Center
$
Included
$
Included
~ Staff Directory
$
Included
$
Included
O Dynamic Breadcrumbs
$
$
O Dynamic Sitemap
$
Included
$
Included
❑ Other.
$
$
Admin. Modules & Services
❑ E-Commerce
$
$
9 Events Calendaz
$
Included
$
Included
❑ Additional Domains
$
$
~ FAQ
$
Included
$
Included
❑ Automated pdf converter
$
Included
$
Included
❑ Forms Development Tool
$
FREE
$
FREE
~ Links Redirect
$
Included
$
Included
$
$
9 Online Web Statistics
❑ Intranet
$
Upgraded
$
Upgraded
0 Printer Friendly
$
Included
$
Included
Job Posting
0
$
Included
$
Included
19 Rotating Content
$
Included
$
Included
O News Flash
ti
i
$
Upgraded
$
Upgraded
0 Search Engine Registration
$
Included
$
Included
on
p
❑ Notify Me Email Subscr
$
0 Site Seazch & Entry Log
$
Included
$
Included
❑ Online Job Application
$
19 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.
Page 2 of 3
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 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 Specitications
Additional development specifications and requirements will follow upon commencement of tt~e project.
Acceptance:
We the undersigned, agreeing to the conditions specified in this document, understand and authorize the provision of services outline m
this coNract.
Name
Paris
Name
CivicPlus
Date
Date
Please fax the above wntract 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 3 of 3
CivicPlus • 317 Houston St., Suite E. Manhattan, KS 66502
888-228-2233, ext. 307, Fax: 785-587-8951
www.civicplus.com