HomeMy WebLinkAboutRES.2078.06-06-2005 � �
BILL NO. 05-116 RESOLUTION NO. �}
�
A RESOLUTION AUTHORIZING THE CITY MANAGER TO
EXECUTE A WEBSITE DEVELOPMENT AND HOSTING
AGREEMENT WITH ELEMENT 74, L.L.C. , FOR THE
CITY OF CAPE GIRARDEAU, MISSOURI
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 a
Website Development and Hosting Agreement with Element 74 ,
L.L.C. , for the City of Cape Girardeau, Missouri . A copy of
said Agreement is attached to this Resolution and made a part
hereof.
PASSED AND ADOPTED THIS �Q� DAY OF �U,�� , 20�.
,$ �I�1.k;
Or �` ��\
,
' Jay . Knudtson, Mayor
�� n
O �_ ��:�
EJ�L *
(�)c�v�.
Gayle Conrad, City Clerk
�
►
� ���
WEB SITE DEVELOPMENT AND HOSTING AGREEMENi'
"�:noanv: Citv of Ca�e Girardeau
ame: Tracev Glenn:Public Information Officer
Address: 401 Indeoendence
City: Cace Girardeau State: MO Zip: 63703
Phone: (5731335-&�oc
THIS Document DESCRIBES THE Details of the PRODUCT(S)AND/OR SERVICES WHICH WILL BE PROVIDED TO
City of Cape Girardeau BY ELEMENT74,L.L.C.Also referred to as ELEMENT74 within this contract. City of Cape
Girardeau is also referred to as Client within this contract.
Summary of Pioposal
Element74's proposal for the design and deveiopment of a website tor City of Cape Girardeau inauaes:
. Project Planning and Coordination • Domain Transfer and Setup for Hosting
• TCmpiate Design and Layout • Element74's Easypost dynamic database design
ana construction
• i raining for website administration • Testing of Website
. HTML Construction • Program Management
• Content Collection and Management
Website f>esrgn
Includes home and secondary design pages which will be used for developing primary anci secondary templates used tor
the look and feel of the website. Design will include the Element 74 Logo on both the primary and secondary pages in a
prominent area but not to take away from the content and navigation of the website.
�tement�4 Easypost Dynamic Pages
1-he EasyPost system developed by Element74 allows for our clients to easily update and modify sections of their website
without the necessity of purchasing addiHonal soflware or having knowledge of HTML Design and Construction,the
foilowing pages will be available to the client under the Easypost Syste�_
o Contact Us fortn which will have the same fields,but allow client to edit the mail to person
o Event Registration forms that will have the same fields,but ailow client to edit the event name,date,
and fee.
o PDF Manager that will allow end users to upload PDF files to a common page for citizen access
o Site Editor—will allow client to edit the content of each page on the web site that falls within the
template. client will be able to add,edit,and delete text and pictures using the Site Editor.
o Latest News—this will be an Easy Post module that will be on the primary home page of the web
site.
o Employee SpoUight-This will a dynamic area where you can feature an employee of the month,
o Calendar of Events—Dynamic Calendar
Element74 EasyPost Administration Module Requirements:
The Element74 EasyPost Administration Module requires a PC based system with Windows 98,NT,XP home or
Professional and Intemet Explorer 6.0. For optimal performance Element74 suggest using a broadband connection such
as Cable or DSL with the EasyPost Administrafion Module. Experiences with the Easypost system may vary based on
your system configuration,the applications installed on your PC,your ISP and connection to the intemet.
Template Design and Construction
Element74 will provide to the client an initial design concept based on input,and marketing information obtained from City
of Cape Girardeau and review of comparable websites. Upon review of the initial design by City of Cape Girardeau
Element74 will make modification to the design based on City of Cape Girardeau feedback. Element74 allots for three
rounds of revisions of the initial design concept. Upon final approval and sign off of the design,Element74 will proceed to
the Construction Phase. ' g the Construction Phase any modifications to the design wili be billed at a rate of$75 per
hour. Client Inidals
Content Collection and Management
Using information provided by Ciry of Cape Girardeau,Element74 will integrate the content into the website design.
Content will be integrated into the site which will allow for the intended audience to find the appropriate information quickly
and in a logical manner.Projects that are awaiting materials from clients to co r�jects for more than 90 days are
subject to invoicing and payment under the payment schedule. Client Initlels
Staging and Tesiing
A Staging URL will be provided to City of Cape Girardeau for viewing the progress and testing of the website. After all
content and application have been integrated into the new site,the site will be tested by Element74 and by the client.
Upon approval by City of Cape Girardeau, the site will be posted to the following location
http://www.cityofcapeqirardeau.orq!which is available for registration or is currently owned by you and can be transferred
to Element74 for hosting purposes.
Page 1 of 5
,
� • �
Domain Hosting
Element74 provides domain hosting for all of our clients and designs their sites for hosting on our servers. Should yo�
choose to have your site hosted by another paRy please let us know so that we can contact them to gain access to their
servers for the purpose of transferring the website files to them. There is an additional 20%charge for development of
sites not hosted by element74 for additional setup efforts. Your Annual hasGng fee is 5600.00 per ya nd includes
500MB Disk Storage,30 Gigs Data Transfer,FTP Acxess,and Live Stats access.Ciient Initials�
Projected Development Estimate
Element74 estimates a total project timeline of 8-12 weeks. This estimate deadline does not take into consideration any
special circumstances that may occur at City of Cape Girardeau and is based on timelines of client deliverables to
Element74.
Projected Price Estimate
Element74 estimates that this project will cost E14,850.00 Changes and additional features not detailed in this
documerrt are conaldered out of scope and such requests will be quoted separa t which time the client can either
refuse or accept the additional charges before any work is done.Client Initials
The following table represents a breakdown of each time by description and cast
Web Site Design and Development $3400.00 40 Hours
Content Gathering,Uploading,and editing $1875.00 25 Hours
Template Creation 1200.00 16 Hours
Digital Photography $800.00 16 Hours
HTML Programming $1875.00 25 Hours
Element74 Easypost development $2500.00 80 Hours
o Contact Us form which will have the same fieids,but allow client to edit the mail to person
o Event Registration forms that will have the same fields,but aliow client to edit the event name,
date,and fee.
o PDF Manager that will ailow end users to upload PDF files to a common page for citizen access
o Site Editor—will allow client to edit the content of each page on the web site that falls within the
template. Client wi�l be able to add,edit,and delete text and pictures using the Site Editor.
o Latest News—this will be an Easy Post module that will be on the primary home page of the web
site.
o Employee Spotlight-This will a dynamic area where you can feature an employee of the month,
o Calendar of Events—Dynamic Calendar
Secure Online Payment with SSL $600.00 8 Hours OPTIONAL ITEM
Testing and Quality Control $600.00 10 Hours
Project Management $2000.00 40 Hours
Payment One half(1/2)of the total cost is due upon the signing of this Agreement. An additional one fourth(1/4)is due
upon the completion and approval of the design template and will be invoiced to you. Du�ing the construcUon phase any
modificaHons to the design template will be billed at a rate of er hour and will be billed separately upon compleHon
and are due 10 days of the date of Invoice. Client Initials The final one fourth(1/4)of the total cost wilf
be invoiced to the Client upon completion and approval of a I deliverables. All payments are to be made in U.S.doliars.
ELEMENT74,L.L.C.reserves the right to modify payment terms or require full payment before the provision of services
and/or products hereunder if CLIENT is not credit worthy. CLIENTs failure to pay any amount when due is a material
breach of the Agreement,justifying suspension of ELEMENT74,I.L.C:s performance hereunder. Such suspension does
not relieve CLIENT from paying past due amounts,and in the event of collection enforcement,CLIENT will be liable for
any and all costs associated therewith,including without limitation,attorneys fees and court costs.
This Agreement is subject to the Terms and Conditions set forth below. In the event a conflict or inconsistency between
such Terms and Conditions and this Agreement,this Agreement shall prevail. Client agrees to pay all amounts according
to this Agreement. Client will be billed monthly in advance for recuRing fixed expenses.
CLIENT: Ci Cape Girardeau ELEMENT74,L.L.C.
BY � BY /� �� i
Tifle � i Title //� �1��
Inace t�-"1-(35 nace �� / �o�'J..-
Page 2 of 5
�,� �►m p n t- '� �
Client representr and warrants that Client has the power and authority to enter into and pertorm its obligations under
this Agreement. Furthermore,CLIENT represents and warrants that CLIENT Content does not and shall not contain any
content, materials, advertising or services that are inaccurate or that infringe on or viotate any appticable law,
regulation or right of a third party, induding without limitation, export taws or any proprietary, conYractual, moral or
privacy right or any other third party right, that CLIENT owns the CLIENT Content or otherwise has the right to
incorporate the CLIENT Content into the Product(s)and/or place the CLIENT Content on the Web Site,and that CLIENT
has obtained any authorization(s) necessary for hypertext tinks from the Web Site to other third party web sites.
CLIENT agrees to indemnify,defend and hold harmless ELEMENT74, L.L.C.and its owners respective officers,directors,
employees, agents and designees from and against all daims, demands, suits, causes of action, judgments, losses,
expenses(including reasonable attorneys' fees), debts or liabilities (collectively referred to as "Claims"), based upon
breach by CLIENT of any representation and warranty made herein by CLIENT, including without limitation any Claim
based on any of the CLIENT Content or other material on the Web Site, CLIENT'S unauthorized modification of any
software,system,or related documentation,CLIENT'S violation of its contractual obligations respecting the use of any
software,system or related documentation,or the combination,operation or use by CLIENT of any software,system or
related documentation that violates or is inconsistent with the Services and/or Product(s)described in this Agreement.
Ownership
Client will retain all title to and ownership of all Templates,HTML,and Data Deliverables. Element74 retains ali
ownership of the EasyPost System. Deliverables are copyrighted and are protected by worldwide copyright�aws and
treaty provisions.ELEMENT74,L.L.C.does not grant any express or implied right to Client under any patents,copyrights,
trademarks,or trade secret information.Other rights may be granted to Client by ELEMENT74,I.L.C.in writing or
incorporated elsewhere in the Deliverables.
Term and Payment for Services
Nosting Term. Hosting Agreements are for a period of 12 months from the date the website becomes visible for pubiic
��iewing. Upon completion of the project by Element74 a Project Compietion statement indicating the starting of your
hosting date will be provided to you for your approval. Sites trensferred to third party hosting companies prior to the
initial 12 month agreement expiring will incur a s250 site transfer fee and require a Third Party Hosting
Agreement between the client and Element74. Sites transferred wkhin the first 3 months of hosting wiil be
charged the additionai 20°�as indicated under the Domain Hosting Section of this Agreement. This Agreement
will be automatically renewed at the end of the initial term for the same period of time as the initial term uniess you provide
ELEMENT74,L.L.C.with notice of termination at least 7 days before the end of the initial term. Client may terminate this
agreement without cause upon notice to ELEMENT74,L.L.C.. ELEMENT74,L.L.C.may terminate this Agreement at any
time and for any reason by providing to you 30 days'prior written notice of termination.If ELEMENT74,L.L.C.terminates
this Agreement,ELEMENl74,L.L.C.will refund to you a pro-rated portion of paid fees attributable to Services not yet
rendered as of the termination date,unless othervvise expressly provided in this Agreement.
Cllent Obligations
CLIENT agrees to promptly provide to ELEMENT74,L.L.C.the CLIENT Content,if any,aud such other or addi[ional informatiou
and in such mannet as requested by ELEMENT74,L.L.C.to carry out its obligations CLIENT is responsible for securing at its cost
and expense all necessary licenses and rights with respect to CLIENT Content required by ELEMENT74,L.L.C.to perform its
obligations under this Agreement,if any,including but not limited to licenses necessary for the use or modificafion of CLIENT
Content.CLIENT is solely responsible to ensure that CLIENT Content complies with all laws.
Liability and Obligation on Termination
if the Agreement expires or is terminated for any reason,ELEMENT74,L.L.C.is not liable to you because of the
expiration or termination for compensation,reimbursement or damages on account of the loss of prospective profits,
anticipated sales,goodwill or on account of expenditures,investments,leases or commitments in connection with your
business,or for any other reason whatsoever flowing from the termination or expiration.If you terminate this Agreement,
ELEMENT74,L.L.C.will not relieve you of any obligations to pay fees and costs accrued before the termination date or
any other amounts you owe to ELEMEN174,L.L.C.under this Agreement.
Domain names.
As part of the Services,ELEMENT74,L.L.C.will register domain name(s)you select if the domain name is available for
registration and does not violate any registration services'policies,or any law or regulation.If any dispute or cause of
action arises out of or is related to your domain name used in connection with the Services,then upon your request,
ELEMENT74,L.L.C.will attempt to register with the registrar an alternative domain name you chose.Upon registering
your domain name,you are bound by the terms of the registrar's then current domain name policy and the policies of the
national DNS registration authorities.
Security
You are solely responsible for any security breaches affecting servers or accounts under your control.If your server or
website is responsible for or invoived in an attadc on or unauthorized access into another server or system,ELEMENT74,
L.L.C.will shut it down immediately.You will pay any charges resulting from the cost to correct security breaches affecting
ELEMENT74,L.L.C.or any of its other clients.
Actions
Page 3 of 5
�`�� � �� �� r��
ELEMENl74,L.L.0 may restrict or remove from its servers any content that violates this Agreement or related policies or
guidelines,or is otherwise objectionable or potentiaily infringing on any third party's rights or that potentially violates any
laws.If ELEMENT74,L.L.C.becomes aware that you have possibly violated this Agreement,any related policies or
guidelines,third party rights or laws,ELEMENT74,L.L.C.may immediately take corrective action,including:(a)issuing
wamings,(b)suspending or terminating the Service,(c)restricting or prohibiting any and all uses of content hosted on
ELEMENT74,L.L.C:s systems,and(d)disabling or removing any hypeRext iinks to third-party Web sites,any of your
content distributed or made available for distributio�via the Services,or other content not supplied by ELEMENT74,
L.L.C.that,in ELEMENT74,L.L.C.'s sole discretion,may violate or infringe any law or third-party rights or that othervvise
exposes or potentially exposes ELEMENT74,L.L.C.to civil or criminal liability or public ridicule.It is ELEMENT74,L.L.C:s
poticy to terminate repeat infingers.These rights of action,however,do not obligate ELEMENT74,L.L.C.to monitor or
exert editorial control over the information made availab�e for distribution via the Services.If ELEMENT74,L.L.C.takes
corrective action because of a possible violation,ELEMENT74,L.L.C.will not refund to you any fees you paid in advance
of the corrective action.
Disc/osure Rights
To comply with appiicable�aws and lawful govemmental requests,to protect ELEMENT74,L.L.C.'s systems and clients,
or to ensure the integrity and operation of ELEMENT74,L.L.C.'s business and systems,ELEMENT74,L.L.C.may access
and disclose any information it considers necessary or appropriate,including,user profile information(i.e.,name,e-mail
address,etc.),IP addressing and traffic information,usage history,and content residing on ELEMENT74,L.L.C.'s servers
and systems.ELEMENT74,L.L.C.may report any activity that it suspects violates any law or regulation to appropriate law
enforcement officials,regulators,or other appropriate third parties.
Disclaimer of warranty and limitation of liability.
ELEMENT74,L.L.C.exercises no control over,and accepts no responsibility for,the content of the information passing
through ELEMENT74,L.L.0's hast computers,nelwork hubs and points of presence,or the Intemet.THE SERVICES
ARE PROVIDED"AS IS"WITHOUT ANY WARRANTY OF ANY KIND WHATSOEVER,EXPRESS OR IMPLIED,
INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY,FITNESS FOR A PARTICUTAR PURPOSE,NON-
INFRINGEMENT OR TlTLE,WHICH ELEMENT74,L.L.C.DISCLAIMS.
(b)ELEMENT74,L.L.C.IS NOT LIABLE FOR:(1)ANY LOSS OF USE,LOSS OF DATA,INTERRUPTION OF
BUSINESS,OR(2)ANY INDIRECT,SPECIAL,INCIDENTAL,CONSEQUENTIAL,OR PUNITIVE DAMAGES OF ANY
KIND(INCLUDING,LOST PROFITS)REGARDLESS OF THE FORM OF ACTION,WHETHER IN CONTRACT,TORT
(INCLUDING NEGLIGENCE),STRICT LIABILITY OR OTHERWISE,EVEN IF ELEMNT74 HAS BEEN ADVISED OF THE
POSSIBILITY OF THESE DAMAGES.EIEMNT74'S LIABILITY WILL NOT EXCEED THE AMOUNT CLIENT PAID TO
ELEMENT74,L.L.C.DURING THE INITIAL TERM BEFORE THE ACTION AROSE.CLIENT ACKNOWLEDGES THAT
THESE LIMITATIONS ARE AN ESSENTIAL ELEMENT OF THIS AGREEMENT AND ABSENT SUCH LIMiTATIONS
ELEMENT74,L.L.C.WOULD NOT ENTER INTO THIS AGREEMENT.
lnte►ruption of service
ELEMENT74,L.L.C.is not liable for any temporary delay,outages or interruptions of the Services.If the performance of
this Agreement or any obligation hereunder is prevented,restricted,delayed or interfered with by reason of delay of
the other party,fire or other casualty or accident,strikes or labor disputes,war or other vioience,any law,order,
proclamation,regulation,ordinance,demand or requirement of any govemmental agency,failures or fluctuations in
heat,light,air conditioning,utilities,or telecommunications,or any other act or condition whatsoever beyond the
reasonable control of the parties hereto and having a material adverse effect on the performance of the affected
party,the parCy whose pertormance is so affected,upon giving prompt written notice to the other party,shall be
excused from such performance to the extent of such prevention,restriction or interterence,provided,however,that
the party so affected shall take all reasonable steps to avoid or remove such causes of non-performance and shall
continue pertormance hereunder with dispatch whenever such causes are removed.
Indemnification
You release and hold harmless,and agree to indemnify,ELEMENT74,L.L.C.and suppliers(and their respective
employees,directors and representatives)against any and all claims,actions,proceedings,suits,Iiabilities,damages,
settiements,penalties,fines,costs or expenses(including,reasonable attorneys'fees and other litigation expenses)
incurred by ELEMENT74,L.L.C.or its suppliers,arising out of or relating to:(a)your violation or breach of any term,
condition,representation or warranty of this Agreement,or any applicable policy or guideline;(b)your improper or illegal
use the Services;or(c)your violation,alleged violation,or misappropriation of any intellectual property right(including
trademark,copyright,patent,trade secrets)or non-proprietary right of a third party(including defamation,libel,violation of
privacy or publicity).
No Fiduciary Relafionship;No Third-Party Beneficiaries
ELEMEN174,L.L.C.is not the agent,fiduciary,trustee or other representative of you.Nothing expressed or mentioned in
or implied from this Agreement is intended or will be construed to give to any person(other than the parties to this
Agreement)any legal or equitable right,remedy or claim under or in respect to this Agreement.This Agreement and all of
its representations,warranties,covenants,conditions and provisions are intended to be and are for the sole and exGusive
benefit of the parties to this Agreement.
Identification
ELEMEN174,L.L.C.may,free of any obligation to pay compensation,use your name and identify you as a ELEMEN174,
L.L.C.client,in advertising,publicity,or similar materials distributed or displayed to prospective cfients.
Page 4 of 5
�
Miscel/aneous
This Agreement will be govemed solely by the laws of the State of Missouri,exciuding its principles of conflicts of laws.
Each party's performance under this Agreement will in all respects conform to all applicable laws,rules and regulations of
the United States governing the export of technicai information.Client may not assign this Agreement without the prior,
written permission of ELEMENT74,L.L.C..Any purported assignment will be void and without any effect.This Agreement
may not be modified or amended except in writing,signed by both parties.Any purported oral modification or amendment
of this Agreement will not be effective.Neither party may waive any right under this Agreement,except expressly and in
writing.Any other purported waiver of any right will not be effective.This Agreement is the entire agreement between the
parties with respect to this subject matter,and supersedes ali prior and contemporaneous discussions,negotiations,
communications and agreements with respect to this subject matter.
Page 5 of 5