HomeMy WebLinkAboutRes.2925.10-05-2015BILL NO 15-190
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RESOLUTION NO
A RESOLUTION AUTHORIZING THE CITY MANAGER TO
EXECUTE AN AGREEMENT WITH RELIANCE
COMMUNICATIONS, LLC, FOR THE SITEPUBLISH WEB
CONTENT MANAGEMENT SYSTEM
BE IT RESOLVED BY THE COUNCIL OF THE CITY OF CAPE
GIRARDEAU, MISSOURI, AS FOLLOWS
ARTICLE 1 The City Manager, for and on behalf of the
City of Cape Girardeau, Missouri, is hereby authorized to
execute an Agreement with Reliance Communications, LLC, for the
SitePublish Web Content Management System, in the City of Cape
Girardeau The Agreement shall be in substantially the form
attached hereto as Exhibit A, which document is hereby approved
by the City Council, and incorporated herein by reference, with
such changes therein as shall be approved by the officers of the
City executing the same
1
PASSED AND ADOPTED THIS ` DAY OFW-WO2015
ATTEST
&40d—
Gayle
-- kU�-A, Conrad, City Clerk
Harry E ediger, Mayor
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LICENSE AGREEMENT—TERMS � CONDITIONS
Between: and:
Reliance Communications, LLC Citv of Cape Girardeau, MO
100 Enterprise Way, Suite 200-A 401 Independence (63703), PO Box 617
Scotts Valley, CA Cape Girardeau, MO
95066 63702-0617
United States United States
(hereinafter referred to as "Provider") (hereinafter referred to as "Client")
This Agreement sets out the terms pursuant to which Client may use the Licensed Materials
(as that term is hereinafter defined).
The "PLATFORM SUITE License Agreement -Terms and Conditions" on the following
pages of this document and the attached Appendices form an integral part of this
Agreement. These documents constitute the entire agreement between the parties
hereto with respect to the subject matter hereof and cancels and supersedes any
prior understandings and agreements between the parties hereto with respect
thereto. There are no provisions, representations, undertakings, agreements, or
collateral agreements between the parties other than as set out herein in this
Agreement.
The parties by their authorized representatives and intending to be legally bound have
entered into this Agreement upon execution of same, as indicated below (the "Effective
Date").
Reliance Communications, LLC Ci of Ca e Girard
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Signature: � Signat e:
Name: N�Q,a��,[� Name: c�,rr,�
Title:��' ���Q, ���� Title: Gr'
Date: 1� � C7lp- �g Date: /c�- �Z-/�
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These Terms for Services (as defined below) apply to sales made by Reliance
Communications, LLC ("Provider") to the Client issuing a purchase order or similar
instrument to Provider, as of the date of such purchase order("Effective Date"). These terms
consist of these terms and conditions and any order forms, purchase orders or statements of
work referencing these terms or issued by Client to Provider, and any quotes from Provider
to Client on which a purchase order is based (each, an "Orde�") describing the Provider
Services that Provider agrees to provide to Client. The parties hereby agree as follows:
1. Services and Orders. The services are the automated services, business process
services or other related services agreed to in the applicable Order, as reflected in
Appendices A, B & D, and provided by Provider (the "Services"). Orders may be executed
by Client and Provider or by Client and a Provider Affiliate (as defined in Rule 405 of the
Securities Act of 1933), must incorporate this Agreement by reference, shall govern and
control in case of conflict with any other agreement, and in conjunction with this Agreement
shall form a separate agreement between Client and Provider or between Client and the
Provider Affiliate that executes the applicable Order. Client shall look only to the Provider
Affiliate that executes the Order with respect to any right or obligation with respect to such
Order. By executing an Order or using or accessing the Services, Client agrees to be bound
by this Agreement.
2. Term and Termination.
2.1. Term. This Agreement will continue from the Effective Date until the expiration or
termination of the latest-ending Order. Each Order will specify its duration (each an "Order
Term"). The termination of any Order shall not otherwise effect this Agreement or any other
Order.
2.2. Termination of an Order For Cause. Any Order may be terminated as follows: (a)
by either party upon the failure by the other party to perform any material obligation related
to such Order that is not cured within thirty (30) days after receipt of written notice and
demand for cure from the affected party; (b) by either party upon the violation by the other
party of any applicable state or federal law, statute, rule or regulation in relation to its
performance of the Order; provided that such right to terminate shall only be available for 30
days from the time that the non-violating party is aware or should have been aware of such
breach; or(c) by Provider, upon fourteen (14) days written notice if undisputed payments are
in arrears. In addition, Provider may take any or all of the following actions any time
undisputed payments are more than fourteen (14) days in arrears: (i) suspend the Services;
or (ii)withhold data, materials or reports.
3. Charaes. Client agrees to pay for the Services in accordance with the rates set forth in
the applicable Order in addition to all applicable taxes, fees and surcharges set forth on
Client's invoice. Any sum due Provider hereunder will be due and payable via electronic
funds (ACH, EFT or wire) or check thirty (30) days from the date of invoice. Client will pay
interest on all past due sums at a rate which is the lesser of one and a half percent (1.5%)
per month, or the highest rate allowed by law. In the event part of an invoice is in dispute,
Client agrees to pay the undisputed portion of the invoice and make a note on the invoice
regarding the disputed portion within thirty (30) days from the date of invoice, otherwise
Client will be deemed to agree to such charges and Provider will not be subject to making
adjustments to charges or invoices.
4. Maintenance of Service. Provider agrees to provide and maintain the Services in a
workmanlike manner customary for service providers in the industry. Provider does not
warrant or guarantee in any way the results from the Services. Client agrees to provide and
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maintain systems and materials reasonably required by Provider to perform the Services,
including as applicable, but not limited to: Client or third party databases; Client or third
party software, hardware, systems, routing and network addresses and configurations; and
key contacts for problem escalation (collectively the "Client Systems and Materials").
Provider shall not be liable hereunder relating to the Client Systems and Materials including
the failure by Client to timely provide the Client Systems and Materials.
5. Representations And Warranties.
5.1. Each party represents and warrants to the other that: (a) its execution and
performance of this Agreement and the applicable Order will not violate any provision of law,
rule, regulation to which such party is subject; and (b) such party will comply with all laws,
rules and regulations pursuant to which such party conducts its business.
5.2. Each party represents and warrants to the other that: (a) it has all requisite corporate
power and authority to execute, deliver and perform its obligations under this Agreement
and the applicable Order; (b) the execution, delivery and performance of this Agreement and
the applicable Order have been duly authorized by such party; (c) no approval, authorization
or consent of any governmental or regulatory authority is required to be obtained by it in
order for it to enter into and perform its obligations under this Agreement and the applicable
Order; and (d) the signatory to this Agreement and the applicable Order possesses all
necessary authority to enter into the Agreement and applicable Order.
5.3. Client represents and warrants that: (a) the Client Systems and Materials, all
representations to be made by Provider as a part of Client's programs, and the content,
timing, recipients and nature of all programs (including outbound communications and
promotions and advertising to induce calls to Client's programs) will be in compliance with all
laws, rules, regulations; and (b) Client is solely responsible for the content and rights to use
the Client Systems and Materials and Provider's use of the Client Systems and Materials
shall not violate the rights of any third party or any law, rule or regulation. Client specifically
acknowledges and agrees that Provider has not and is not expected to provide Client with
any analysis, interpretation or advice regarding the compliance of any aspect of Client's
Materials or programs with any third party rights or laws, rules, or regulations. Upon
request, Client shall provide reasonable proof of compliance with the provisions set forth in
this section and Provider shall have no obligation to provide Services where Provider
reasonably believes that Client has not so complied.
5.4. Provider represents and warrants that Provider can grant the licenses, and privileges
granted by this Agreement ("Licensed Materials"). Provider further represents and warrants
that Provider has no actual knowledge of any infringement claims filed against Provider for
practicing the Licensed Materials anywhere in the world. Except as set forth in this section,
Provider makes no representation, express or implied, with regard to infringement of any
Licensed Materials. The Licensed Materials are provided "AS IS.""
6. License and Content.
6.1. Subject to Client's compliance with the terms and conditions of this Agreement,
Provider hereby grants Client a non-exclusive license during the applicable Order Term to
use the Services set forth in the applicable Order. Except as specifically set forth herein,
Provider or its suppliers retain all right, title, and interest, including all intellectual property
rights, relating to or embodied in the Services, including without limitation all technology,
telephone numbers, web addresses, software, or systems retating to the Services. Client
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agrees not to reverse engineer, decompile, disassemble, translate, or attempt to learn the
source code of any software related to the Services. Other than using the Services for
Client's internal business purposes, Client may not resell the Services or otherwise generate
income from the Services.
6.2. Client is solely responsible for the information or content submitted, posted,
transmitted or made available through its use of the Services ("Content"). Client may use the
Services to transmit Content or direct Provider to make contacts via any channel (in either
case "Messages") to, or with, recipients (the "Recipients"). Client is responsible for
maintaining the confidentiality of its accounts and owner numbers and necessary codes,
passwords and personal identification numbers used in conjunction with the Services and for
all uses of the Services in association with its accounts whether or not authorized by it
including unintended usage due to holidays, daylight savings, computer clock errors or
similar circumstances. Client acknowledges and agrees that Provider does not control nor
monitor the Content nor guarantee the accuracy, integrity, security or quality of such
Content. Use of recording or taping any use of the Services may subject Client to laws or
regulations and Client is solely responsible for and obligated to provide any required
notification to those being recorded or taped.
6.3. Client represents and warrants that: (a) it has the legal right to use all Content and
send all Messages to the Recipients (including obtaining any required consents from the
Recipients) and the content, timing and purpose of all Messages, campaigns and programs
are in compliance with all applicable laws, rules and regulations; (b) it is the transmitter of all
Content and Messages and Provider is merely acting at Client's direction as a technology
conduit for the transmission of the Content and the Messages; (c) Provider's use of the
Content shall not violate the rights of any third party or any law, rule or regulation and (d) it
will not transmit or allow to be transmitted any Content or Messages that: (i) it does not have
a right to make available under any law or under contractual or fiduciary relationship; (ii) are
false, inaccurate, misleading, unlawful, harmful, threatening, abusive, harassing, tortuous,
defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially,
ethnically, or otherwise objectionable; harmful to minors in any way; (iii) infringe any patent,
trademark, trade secret, copyright, or other proprietary rights or rights of publicity or privacy
of any party; (iv) utilize any unsolicited or unauthorized advertising, promotional materials,
"junk mail", "spam", or any other forms of solicitation; or (v) interfere with or disrupts the
Services or servers or network operator networks.
6.4. Client further represents and warrants that: (a) it has obtained prior express consent
to contact each wireless phone number delivered by Client to Provider in connection with the
provision of any Services delivering a prerecorded message or text, ("Notification Services")
and that the intended contact recipient is the current subscriber to, or the non-subscriber
customary user of, the wireless phone number; (b) it (1) has incorporated an interactive opt-
out mechanism as part of any program relating to any Notification Services or (2) the
contacts that are the subject of such Notification Services are not initiated to induce the
purchase of goods or services or to solicit a charitable contribution ("Solicitations"), and (c) it
has obtained from the recipient of any Solicitation an express written agreement that meets
the requirements set forth in Section 310.4(b)(1)(v)(A) of the FTC's Telemarketing Sales
Rule.
6.5. Client acknowledges and agrees that where Provider reasonably believes that Client
may not have complied with all laws, rules and regulations applicable to the performance of
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Notification Services, Provider may, at its option: (i) scrub all numbers against any
appropriate data base deemed necessary to remove all wireless phone numbers; (ii) insert
an interactive opt-out mechanism and pass the resulting data to client, or (iii) not provide any
Notification Services.
6.6. Client shall indemnify, defend and hold Provider, its affiliates and their officers,
directors, employees and agents harmless from and against any and all claims of loss,
damages, liability, costs, and expenses (including reasonable attorneys' fees and expenses)
arising out of or resulting from Provider following Client's instructions in sending the
Messages or Client's breach of any representation and warranty set forth in Sections 6.2 —
6.6.
7. Confidentialitv and Proprietarv Information.
7.1. Each party may disclose (the "Discloser") confidential and proprietary information
("Confidential Information") to the other party (the "Recipient"). In each such case, except as
otherwise required by law, the Recipient shall hold such Confidential Information in
confidence and shall not disclose such Confidential Information except to a party's Affiliates,
employees or agents who have a need to know such Confidential Information in order to
perform such party's obligations under this Agreement. ClienYs Confidential Information
shall include of all information relating to the trade secrets or business affairs of Client
including consumer data, merchandising plans, marketing plans and product design and
information. Provider's Confidential Information shall include the computers, systems and
software operating the Service and all documentation, development tools, phone numbers,
know-how and data related thereto, and any derivative works thereof as well as physical
property, analytical procedures, techniques, skills, ideas, models, research, development,
trade secrets or business affairs of Provider, its Affiliates or their employees, suppliers or
agents. Neither party shall have any rights in the other party's Confidential Information and
shall return or destroy all such Confidential Information upon the termination of the
applicable Order or the request of the Discloser. Notwithstanding the foregoing, the parties
acknowledge that Recipient shall not be required to return to Discloser or destroy those
copies of Confidential Information residing on Recipient's backup, disaster recovery, or
business continuity systems and the obligations hereunder with respect to such Confidential
Information shall survive until such Confidential Information is destroyed.
7.2. Notwithstanding any other term hereof, the term "Confidential Information" shall not
include information that: (a) was already in the lawful possession of the Recipient prior to
receipt thereof, directly or indirectly, from the Discloser; (b) lawfully becomes available to
Recipient on a non-confidential basis from a source other than Discloser that is not under an
obligation to keep such information confidential; (c) is generally available to the public other
than as a result of a breach of this Agreement by Recipient or its representative(s); or (d) is
subsequently and independently developed by employees, consultants or agents of the
Recipient without reference to the Confidential Information disclosed hereunder. In addition,
a party shall not be considered to have breached its obligations by disclosing Confidential
Information of the other party as required to satisfy any request of a competent
governmental body provided that, promptly upon receiving any such request and to the
extent that it may legally do so, such party advises the other party of the request prior to
making such disclosure in order that the other party may interpose an objection to such
disclosure, take action to assure confidential handling of the Confidential Information, or take
such other action as it deems appropriate to protect the Confidential Information.
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8. Indemnification.
8.1. General Indemnitv. Client will indemnify and hold Provider harmless from any
liability loss, damage, cost, expense, fee, fine or penalty (including, without limitation,
attorneys' fees), which was in any way caused by the Client and which Provider in any way
incurs arising from or in connection with this Agreement or the failure by Client to perform
any of its obligations under this Agreement, Client will pay any expenses and costs
(including, without limitation, attorneys' fees) which Provider incurs in enforcing or defending
(i) any of its rights or remedies under this Agreement or otherwise granted to it by law or in
equity, or (ii) any provision of this Agreement, or (iii) any of Client's obligations under
this Agreement. The provisions of this section will survive the termination or expiration of
this Agreement. Any liability of the Client under this Agreement is subject to the liability
limits for political subdivisions set out in Section 537.610 of the Revised Statutes of Missouri,
and shall be payable solely from the proceeds of liability insurance covering that event.
8.2. Provider Intellectual Propertv Indemnitv. Provider will have the obligation and
right at the entire expense of Provider to defend any claim, suit or proceeding brought
against Client its Affiliates or their officers, directors, employees or agents so far as it is
based on a third party claim that the Services supplied by Provider infringe a United States
copyright or a United States patent issued as of the effective date of the applicable Order,
provided that Provider will have no indemnity obligation or other liability hereunder arising
from: (1) Client's willful, reckless, wanton, wrongful, or otherwise negligent acts; (2) breach
of the Agreement or an Order or alteration of the Services as provided by Provider; (3) the
Client Systems and Materials or Services that are based upon the Client Systems and
Materials, or information, design, specifications, directions, instruction, software, data, or
material not furnished by Provider; (4) combination of the Services with the Client Systems
and Materials or any materials, products or services not provided by Provider; or any (5)
third party products or services. Notwithstanding the foregoing, in order to be indemnified to
the extent stated, the Client must operate the Licensed Materials within the instructions and
technical limits provided or approved by the Provider. If such a claim is or is likely to be
made, Provider will, at its own expense and sole discretion, exercise one or the following
remedies: (1) obtain for Client the right to continue to use, the Services consistent with this
Agreement; (2) modify the Services so they are non-infringing and in compliance with this
Agreement; (3) terminate the applicable Services without liability for such termination other
than the ongoing indemnity obligation hereunder. The foregoing states the entire obligation
of Provider and its suppliers, and the exclusive remedy of Client, with respect to
infringement of proprietary rights.
8.3. Indemnification Procedure. The party claiming indemnification shall: (a) provide
prompt written notice to the indemnifying party of any claim in respect of which the indemnity
may apply; (b) relinquish control of the defense of the claim to the indemnifying party; and
(c) provide the indemnifying party with all assistance reasonably requested in defense of the
claim. The indemnifying party shall be entitled to settle any claim without the written consent
of the indemnified party so long as such settlement only involves the payment of money by
the indemnifying party and in no way affects any rights of the indemnified party. The
indemnities set forth herein shall not apply to the willfulness on the part of the indemnified
party or negligence of the indemnified party
9. Miscellaneous.
9.1. Entire Apreement and Inteqration. This Agreement, in conjunction with the
applicable Order constitutes the entire agreement between the parties to such Order with
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respect to the subject matter of this Agreement and the applicable Order and supersede all
prior agreements, discussions, proposals, representations or warranties, whether written or
oral. The Agreement and Orders may be executed by fax, and/or in any number of
counterparts, all of which shall together be considered an original and may be evidenced by
a fax or scanned electronic (e.g. .pdf, .ti� copy.
9.2. Notices. Any notice to be provided shall be in writing and shall be deemed given:
(a) if by hand delivery, upon receipt thereof, (b) if mailed, three (3) days after deposit in the
United States mail, postage prepaid, certified mail return receipt requested, or (c) if by next
day delivery service, upon such delivery, or (d) if by facsimile transmission, upon receipt of
such transmission, to such addresses or facsimile numbers as either party may designate
from time to time by written notice to the other party hereto.
9.3. Assiqnment. This Agreement and Orders may not be assigned or transferred by a
party thereto without the prior written consent of the other party therto, which consent shall
not be unreasonably withheld. Notwithstanding the foregoing, Provider may freely assign
this Agreement and Orders to an Affiliate or to an acquirer of all or part of Provider's
business or assets, whether by merger or acquisition.
9.4. Waiver. No course of dealing or failure of a party to enforce strictly any term or
provision or to exercise any right, obligation, or option provided, will waive such term,
provision, right, obligation or option.
9.5. Independent Contractors. The Agreement and Orders are not a joint venture or
partnership, and each party is entering the relationship as a principal and not as an agent of
the other. The parties hereto agree that Provider is an independent contractor in performing
the Services.
9.6. Choice of Law. This Agreement and Orders shall be governed under the laws of
State of Missouri without regard for its choice of law principles. Client agrees that any legal
action involving this Agreement or Orders in any way will be instituted in a court of
competent jurisdiction located in the State of Missouri, and Client consents to jurisdiction of
the state or Federal courts in the State of Missouri over Client's person for purpose of such
legal action.
9.7. Enforcement. All users of the Services must adhere to the terms of this Agreement.
Provider has the right, but are not obligated, to strictly enforce this Agreement through self-
help, active investigation, litigation and prosecution. Provider may also access and disclose
any information (including transactional information) related to ClienYs access and use of
our website or network for any lawful reason, including but not limited to: (1) responding to
emergencies; (2) complying with law, rule or regulation (e.g., a lawful subpoena); (3)
protecting our rights or property and those of our Clients; or (4) protecting users of those
services and other carriers from fraudulent, abusive, or unlawful use of, or subscription to,
such services.
9.8. Recording. Client agrees that all calls may be recorded or monitored by Provider at
Provider's option. Such recording or monitoring shall not violate any state or federal law.
9.9. Taxes. Provider shall add to each invoice and Client shall pay any sales, use,
excise, value-added, gross receipts, services, labor related, consumption and other similar
taxes or surcharges , however designated, that are levied by any taxing authority in
connection with the provision or use of Services under this Agreement or any Order. If at
any time during the Term of this Agreement or any Order, Provider believes that it is
required by law to collect any new or additional taxes for which Client would be responsible
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for paying, Provider shall notify Client of such taxes, collect such taxes directly from Client
and remit such taxes to the appropriate governmental authority. If any taxing authority
determines at any time that Provider has incorrectly determined any tax liability regarding
taxes for which Client is responsible pursuant to this Agreement or any Order, Provider shall
have the right to invoice Client for such taxes determined by such taxing authority to be due
and owing. If Client is exempt from taxes, Client shall provide a copy of any documentation
evidencing such exemption before it begins to receive any of the Services.
9.10. Severability. If any provision of this Agreement or the applicable Order is held
invalid or unenforceable at law, such provision shall be modified, rewritten or interpreted to
include as much of its nature and scope as will render it enforceable and the remainder of
this Agreement and the applicable Order will continue in effect and be valid and enforceable
to the fullest extent.
9.11. No Third partv Beneficiaries. This Agreement and Orders are for the sole benefit
of the parties to such Order and are not intended to, nor shall it be construed to, create any
right or confer any benefit on or against any third party.
9.12. Interpretation. "Including" means "including, without limitation", and "days" refers to
calendar days. This Agreement and each Order is the joint work product of the parties
thereto, and no inference may be drawn or rules of construction applied against either party
to interpret ambiguities. If any terms of this Agreement and an Order conflict, the terms of
the Order will govern for that Order only. No preprinted or form terms, including on any
purchase order, will apply.
9.13. Force Maieure. Neither party shall be liable for delays and/or defaults in its
performance (other than Client's obligation to pay fees for Services performed) due to
causes beyond its reasonable control, including, but without limiting the generality of the
foregoing: acts of god or of the public enemy; fire or explosion; flood; stability or availability
of the Internet; the elements; telecommunication system failure; war; technology attacks,
epidemic; acts of terrorism; riots; embargoes; quarantine; viruses; strikes; lockouts; disputes
with workmen or other labor disturbances; total or partial failure of transportation, utilities,
delivery facilities, or supplies; acts or requests of any governmental authority; or any other
cause beyond its reasonable control, whether or not similar to the foregoing.
9.14. Amendments. Each amendment, change, waiver, or discharge to this Agreement
shall only be valid if made in writing and signed by authorized representatives of all
applicable parties.
9.15. Survival. All provisions of this Agreement or any Orders which by their nature
should survive termination shall survive termination including Sections 2, 3, 5, 6, 7, 8 and 9
of this Agreement.
10. Limited Warrantv and Limitation of Liabilitv.
10.1. NO CAUSE OR ACTION WHICH ACCRUED MORE THAN TWO (2) YEARS PRIOR
TO THE FILING OF A SUIT ALLEGING SUCH CAUSE OF ACTION MAY BE ASSERTED
UNDER THIS AGREEMENT BY EITHER PARTY.
10.2. EXCEPT FOR THE PARTIES' PAYMENT OBLIGATIONS, NEITHER PARTY WILL
BE LIABLE TO THE OTHER FOR ANY INDIRECT, EXEMPLARY, SPECIAL, PUNITIVE,
CONSEQUENTIAL, OR INCIDENTAL DAMAGES OR LOSS OF GOODWILL, DATA OR
PROFITS, OR COST OF COVER. THE TOTAL LIABILITY OF PROVIDER FOR ANY
REASON, SHALL BE LIMITED TO THE AMOUNT ACTUALLY PAID TO PROVIDER BY
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CLIENT UNDER THE Order APPLICABLE TO THE EVENT GIVING RISE TO SUCH
ACTION DURING THE SIX (6) MONTH PERIOD PRECEDING THE EVENT GIVING RISE
TO SUCH LIABILITY. THE LIMITS ON LIABILITY IN THIS SECTION SHALL APPLY IN
ALL CASES INCLUDING IF THE APPLICABLE CLAIM ARISES OUT OF BREACH OF
EXPRESS OR IMPLIED WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE),
OR STRICT PRODUCT LIABILITY, AND EVEN IF THE PARTY HAS BEEN ADVISED
THAT SUCH DAMAGES ARE POSSIBLE OR FORESEEABLE.
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APPENDIX A— LICENSED SOFTWARE AND FEES
The Components which are the subject of the License, the Software Licenses granted to the
Client and the fees payable to Provider hereunder are as follows:
1. Licensed Software
The Components of the Platform Suite which are licensed to the City of Cape
Girardeau, MO hereunder are the following:
• SitePublish Web Content Management System (Website Design, Content
Management System & Support) as outlined in Appendix D
2. Software Licenses
The utilization rights of the Client are as follows:
(a) Client is granted an Unlimited-User Software License;
(b) The Territory is the Missouri.
3. Professional Services Fees
The following one-time Professional Services costs are included as part of the
implementation:
Website Design, Development & Implementation* $39,000
Two Sessions of On-Site Training** Included
Collaborative Content Migration Included
Year Four Website Redesign Plan (if desired) Included
Total Professional Services Fees: $39,000
*See separately provided Updated Project Proposal for cost breakdown per project timeline.
**Trave/ expenses to be charged separately and in addition, and will not exceed $4,000 in
total. A travel cost estimate will be provided to Client for approval in advance of booking.
4. Pavment Schedule re: Professional Services Fees
50% on Contract Signing
25% on Delivery (installation of software in Client environment)
25% on Acceptance (UAT completion)
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APPENDIX B—SAAS: HOSTING. MAINTENANCE AND SUPPORT
1. Software-as-a-Service (SAAS)
The following are included as part of the Software-as-a-Service (SAAS):
a) Enterprise-grade Data Protection and Unlimited-Bandwidth Website Hosting
Services
b) CMS Software Version Upgrades & Maintenance
c) Unlimited Access to Technical Support
Client will pay Provider each year (each such term is referred to here as an "Annual Hosting,
Maintenance & Support Term") an annual fee of $6,825* due to Provider hereunder and is
payable annually in advance on the Delivery Date.
This annual fee may be increased annually by no more than 5% by Provider by providing
Client with notice of not less than thirty (30) days prior to the end of a Maintenance Term.
*There is no annual SaaS fee for Contract Year#1
2. Technical Support & Maintenance
Provider will provide the following Support & Maintenance Services for the Licensed
Software:
(a) Support: Provider will provide unlimited access to our CivicLive Technical Support team
once the Client's website has gone live.
(b) Availabilitv:CivicLive Support will be available through CivicLive's Bug Tracking System
and CivicLive's Support Email account (supportCc�civiclive.com) to Client between the hours
of 8:00 a.m. and 7:00 p.m. (Eastern timezone), during any day, other than a Saturday,
Sunday, statutory or civic holiday in Toronto, Ontario or the Client's local jurisdiction
("Normal Service Hours").
(c) Response Time: During Normal Service Hours, CivicLive Support will respond to Client's
Support requests within twenty four (24) hours of the initial request. The time to solve,
identify, diagnose, and correct errors (if necessary) will depend on the complexity of each
problem.
(d) Emerqencv Support & Response Time: CivicLive Support will provide an emergency
pager number for emergency support requests made outside of Normal Service Hours.
CivicLive will guarantee a maximum four (4) hour response time, 24 hours a day, seven (7)
days a week.
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3. Client's Obliqations
(a)Access: During each Hosting, Maintenance & Support Term, Client will provide
Provider with reasonable access (via remote telecommunications or on-site access at
ClienYs premises, as applicable) to Client's copies of the Licensed Software to the extent
necessary, in Provider's discretion, to enable Provider to meet its support obligations as set
forth in this Agreement.
(b) Communications Link: During this Agreement, Client may, at its sole expense,
provide access via the Internet. Provider may be entitled to use this Internet connection in
discharging its responsibilities under this Agreement. Provider shall have no liability to
Client if Provider's ability to render support is impaired by Client's inability to provide
telecommunications functionality required for remote support.
(c) Maintenance: Client shall designate two (2) individuals to be generally available to
confer with Provider regarding Maintenance Services ("Maintenance Contacts"). Provider
will provide Maintenance Services only to Client's Maintenance Contacts.
4. Fees for Other Services
Client shall reimburse Provider for reasonable travel expenses, and reasonable
incidental expenses relating to Maintenance Service at Provider's then current prices then in
effect. Provider shall bill such fees and expenses on a monthly basis, attaching time sheets
normally used by Provider. Client shall not be liable for the aforesaid expenses unless
Client has given Provider approval to incur them, such approval to be provided in writing or
by email.
APPENDIX C — MARKETING
1. Client will make a reasonable attempt to work with the Provider's Marketing
Department to gather information and meet deadlines associated with website award
contest entries throughout the term of this Agreement.
2. Client permits Provider to include an example of the Client's home page and a link to
the Client's website on the Provider's corporate website(s).
3. Client will make a reasonable attempt to work with the Provider Marketing
Department to create a case study related to their website.
4. Client agrees to allow Provider to display a "Powered by CivicLive" insignia and web
link at the bottom of their web pages.
5. Client understands that the pricing and any related discount structure provided under
this Agreement assumes such perpetual permission.
Page 12 of 13
civiciive �
o��E�r � a =EA�E
APPENDIX D—CIVICLIVE PROPOSALS
The separately provided project proposal and pricing documents submitted by Provider/
CivicLive in response to Client's Request for Proposals (RFP-071615) for the project that
forms the subject of this Agreement are hereby incorporated as Appendix D of same.
APPENDIX E — UAT ACKNOWLEDGEMENT FORM
To be provided separately.
APPENDIX SIGNATURE BLOCK
Reliance Communications, LLC Ci of Ca e Girarde O
Signature: --- Signatu �
Name: �(]�,, �� Name: cc�-drr.� ��-��
Title: ��10Y' �iC� ��-CQS. Title: �i� ivr�d�
Date: 1(1- [�lo- IS Date: %a rz:i,'
Page 13 of 13
UAT Sign -Off
By signing below the customer:
• Confirms that they have thoroughly reviewed the software in question and agree that
they are appropriate to the needs of the business area.
• Understands that issues above and beyond after sign-off will be addressed through the
Change Request procedures outlined in the Project Charter
City of Cape Girardeau, MO CivicLive
Signature: Signature:
Name: Name:
Title: Title:
Date: Date:
UAT Feedback Sign -Off
By signing below the customer:
• Confirms that they have thoroughly reviewed the Software in question and are
providing a conclusive list of all the perceived issues.
• Understands that issues above and beyond those identified in this document after sign-
off will be addressed through the Change Request procedures outlined in the Project
Charter
City of Cape Girardeau, ON CivicLive
Signature: Signature:
Name: Name:
Title: Title:
Date: Date: