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02-14-2012 CivicPlus Contract Website Re-designL C O L O R A D O To: Honorable Mayor and Town Council Thru: Larry Brooks, Town Manager Thru: Patty McKenny, Assistant Town Manager From: Jaime Walker, Community Relations Officer Date: February 14, 2012 Re: Avon Website Redesign Update Summary: The work program for the Community Relation Office for 2012 includes the redesign of the town's website by current website provider Civic Plus. Allowances for this project were proposed and included in the 2012 town budget. The website redesign will be a nine to twelve month process commencing upon the signing of the enclosed contract. Costs New design fee of $9,012 Credit for On -line Job Application ($4,750) Annual Fee for hosting, maintenance and support is decreasing from $11,313 to $10,560 New features The redesigned website will promote open government and transparency with improved navigation, new graphics and new modules such as carbon calculator, emergency alert notification, permits / licensing, ePay and with the integration of social media sites. Current content will be migrated to the new site and retouched to ensure proper formatting, menu structure, and application of new site styles. Team A project manager, a designer, and a content developer from Civic Plus will guide us through each phase of the process. Internally, Community Relation will take the lead managing the workload and our internal resources. The talents and ideas from a "website redesign committee" will provide feedback and direction to the Civic Plus designers. Departments will be utilized for specific content and functional areas. Town Manager Comments: ng MIZI CivicPlus Redesign Contract Organization Town of Avon, CO uRL www.avon.org Street Address PO Box 975 Address 2 1 Lake St. City Avon State CO Postal 81620 Code CivicPlus provides telephone support for all trained clients from 7am —7pm Central Time, Monday- Friday (excluding holidays). Emergency Support is provided on a 24/7/365 basis for representatives named by the Client. Client is responsible for ensuring CivicPlus has current Emergency Contact & Mobile Phone Jaime Walker, 970 - 748 -4087 Fax Emergency Contact & Mobile Phone Patty McKenny, 970 - 748 -4035 Jaime Walker Emergency Contact & Mobile Phone Scott Wright, 970 - 748 -4055 Billing Contact Jaime Walker E -Mail iwalker ,avon.org Phone 970 - 748 -4087 Ext. Fax 970 - 949 -9139 Billing Address PO Box 975 Address 2 1 Lake St. City Avon ST CO Postal 81620 Code Tax ID # Sales Tax 98 -03947 -0000 Exempt # Billing Terms Annual AAcccpount Paul Stonebraker /Will Spicer Re Info Required on Invoice (PO or Job #) Contract Contact Patty McKenny Email pmckenny(),avon.orq Phone 970 - 748 -4035 Ext. Fax 970 - 949 -9139 Project Contact Jaime Walker Email jwalker(a7avon.org Phone 970 - 748 -4087 Ext. Fax 970 - 949 -9139 Terms & Conditions Client Deliverable 1. Icon Enterprises, Inc., d /b /a CivicPlus will create a standard redesign of the Town of Avon, CO (Client or Town) website that includes all functionality as defined in Exhibit A — CivicPlus Project Deliverables, attached hereto. Additional Services 2. Client may contract with CivicPlus for additional Consulting, Website Design, Setup, Programming, and Training services (Project Development Services) that exceed those defined in Exhibit A. CivicPlus will invoice Client for the additional services immediately prior to project Go -Live. 3. Client may contract with CivicPlus for additional Annual Support, Maintenance & Hosting services that exceed those defined in Exhibit A. CivicPlus will invoice Client for annual services immediately prior to project Go -Live. 4. Services that involve billable time beyond the contracted amount will be documented and invoiced. Written approval by the Client is necessary before billable time is incurred. Exhibit A Page 1 of 2 CivicPlus • 317 Houston St., Suite E o Manhattan, KS 66502 • www.CivicPlus.com Toll Free 888 - 228 -2233 ^ Accounting Ext. 215 • Support Ext. 307 • Fax 785 - 587 -8951 5. Modules that incur additional usage fees may be purchased and activated at any time. Billing & Payment Terms 6. Total Project Development fees for the website redesign will be invoiced upon project completion. 7. The Client shall sign a project completion and acceptance form prior to project Go -Live. The date may be extended if material system or operational failures are encountered. Immediately upon project Go -Live the final bill for the project development services will be billable and payable, and the first year's annual support and maintenance fees will be billable and payable. All Parties agree that the website will not go -live until the project is accepted in writing by the Client. 8. Project Development invoices are due by the first of the following month, but no sooner than 30 days from invoice date. 9. Annual Support, Maintenance & Hosting invoices shall be prorated in order to correlate with the Client's budget year. 10. Fees for CivicPlus Annual Support, Maintenance & Hosting services shall be invoiced on a quarterly basis in advance of provision of services. Payment is due by the first of the following month, but no sooner than 30 days from invoice date. 11. Project development will be discontinued if payment is not made within 30 days after the invoice due date. 12. After project go -live, if the Client's account exceeds 90 days past due, Annual Support, Maintenance & Hosting will be discontinued until the Client's account is made current. Client will be given 30 days notice prior to discontinuation of services for non - payment. 13. Provided the Client's account is current, at any time the Client may request an electronic copy of the website Customer Content and Content Management System (CMS) Software. Client agrees to pay $250 per completed request. Provided the Client's account is current, upon termination of services Client may request a complimentary electronic copy of website Customer Content and CMS Software. Changes to Existing Service 14. Effective with this renewal, the following services will be changed Services to be Changed One -Time Fee Removal of OJA $4,750 Credit Redesign of current website $9,012 Agreement Renewal 15. Either party may terminate the Annual Support, Maintenance & Hosting Agreement (Agreement) at at any time by providing the other party with 60 days written notice. 16. In the event that neither party gives 60 days notice prior to the end of the initial or any subsequent term, this Agreement will automatically renew for an additional contract term. 17. In the event of early termination of this Agreement by the Client, full payment of the work performed through the date of the notice of termination is due within 15 days of termination. 18. Each year this Agreement is in effect, charges for Annual Support, Maintenance & Hosting services may be increased by CivicPlus by no more than 5% per annum. CivicPlus shall provide written notice of any increase in Annual Support, Maintenance & Hosting services at least 90 days prior October 1 for any increases which are proposed to take effect for the succeeding calendar year. 19. CivicPlus will provide unlimited telephone support Monday- Friday, 7:00 am — 7:00 pm (Central Time) excluding holidays, for all trained Client staff. Emergency Support is provided on a 24/7/365 basis for emergency contacts named by the Client. Client is responsible for providing CivicPlus with contact updates. 20. Support includes providing technical support of the CivicPlus Content Management Software, application support (pages and modules), and maintenance of Client's website. Following initial setup, additional page design, graphic design, user training, site modification, and custom programming may be contracted separately for an additional fee. 21. During the period of this Agreement and subsequent annual renewals, CivicPlus warrants that it will, without additional charge to the Client, immediately correct any problems or defects discovered in the Software and reported to CivicPlus by the Client, such warranty to include ongoing maintenance upgrades and technical error correction. 22. CivicPlus provides online website statistics software at no extra charge. If Client desires to use other website statistic software, CivicPlus will provide the necessary log file access. Exhibit A Page 2 of 2 CivicPlus ^ 317 Houston St., Suite E • Manhattan, KS 66502 • www.CivicPlus.com Toll Free 888 - 228 -2233 • Accounting Ext. 215 • Support Ext. 307 • Fax 785 - 587 -8951 Marketing 23. Client will make a reasonable attempt to work with the CivicPlus Marketing Department to gather information and meet deadlines associated with website award contest entries throughout the term of this Agreement. 24. Client permits CivicPlus to include an example of the Client's home page and a link to the Client's website on the CivicPlus corporate website. 25. Client will make a reasonable attempt to work with the CivicPlus Marketing Department to create a news item to be released in conjunction with their project Go -Live date. Client will provide CivicPlus with contact information for local and regional media outlets. CivicPlus may use the press release in any marketing materials as desired throughout the term of this Agreement. 26. Client will make a reasonable attempt to work with the CivicPlus Marketing Department to create a case study related to their website. 27. Client agrees to allow CivicPlus to display a "Powered by CivicPlus" insignia and web link at the bottom of their web pages. Client understands that the pricing and any related discount structure provided under this Agreement assumes such perpetual permission. Intellectual Property, Ownership & Content Responsibility 28. Upon full and complete payment of submitted invoices for the project development and launch of the website, Client will own the graphic designs, web content, page designs and banners ( "Customer Content ") as well as the CMS Software. 29. Upon completion of the development of the site, Client will assume full responsibility for Web site content maintenance and content administration. Client, not CivicPlus, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Customer Content. 30. Client shall not (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Software in any way; (ii) modify or make derivative works based upon the software; (iii) create Internet "links" to the Software or "frame" or "mirror" any functionality on any other server or wireless or Internet -based device; or (iv) reverse engineer or access the Software in order to (a) build a competitive product or service, (b) build a product using similar ideas, features, functions or graphics of the Software, or (c) copy any ideas, features, functions or graphics of the Software. 31. The CivicPlus name, the CivicPlus logo, and the product and module names associated with the System are trademarks of CivicPlus, and no right or license is granted to use them. Indemnification 32. If any lawsuit, claim, demand, penalty, loss, fine, liability, damage, or expense, including attorney's fees of any kind, without limitation, is asserted against the Client in connection with the operations of and installation of software contemplated by this Agreement and the Client and CivicPlus are both negligent, damages shall be apportioned in accordance with the percentage of negligence of each party. This paragraph is not intended to benefit entities not a party to this contract. 33. CivicPlus will not be liable for any act, omission of act, negligence or defect in the quality of service of any underlying carrier or other service provider whose facilities or services are used in furnishing any portion of the service received by the customer. CivicPlus will not be liable for any failure of performance that is caused by or the result of any act or omission by customer or any entity other than CivicPlus that furnishes services, facilities or equipment used in connection with CivicPlus services or facilities. 34. Except as expressly provided in this Agreement, CivicPlus makes no expressed or implied representations or warranties, including any warranties regarding merchantability or fitness for a particular cause. Force Majeure 35. No party shall have any liability to the other hereunder by reason of any delay or failure to perform any obligation or covenant if the delay or failure to perform is occasioned by force majeure, meaning any act of God, storm, fire, casualty, unanticipated work stoppage, strike, lockout, labor dispute, civic disturbance, riot, war, national emergency, act of Government, act of public enemy, or other cause of similar or dissimilar nature beyond its control. Municipal Provisions Exhibit A Page 3 of 2 CivicPlus • 317 Houston St., Suite E ^ Manhattan, KS 66502 ^ www.CivicPlus.com Toll Free 888 - 228 -2233 ^ Accounting Ext. 215 • Support Ext. 307 o Fax 785 - 587 -8951 36. No Waiver of Governmental Immunity: Nothing in this Agreement shall be construed to waive, limit, or otherwise modify any governmental immunity that may be available by law to the Town, its officials, employees, contractors, or agents, or any other person acting on behalf of the Town and, in particular, governmental immunity afforded or available pursuant to the Colorado Governmental Immunity Act, Title 24, Article 10, Part 1 of the Colorado Revised Statutes. 37. Affirmative Action: CivicPlus will not discriminate against any employee or applicant for employment because of race, color, religion, sex or national origin. CivicPlus will take affirmative action to ensure applicants are employed, and employees are treated during employment without regard to their race, color, religion, sex or national origin. Such action shall include, but not be limited to the following: employment, upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. 38. Article X, Section 20/TABOR: The Parties understand and acknowledge that the Town is subject to Article X, § 20 of the Colorado Constitution ( "TABOR "). The Parties do not intend to violate the terms and requirements of TABOR by the execution of this Agreement. It is understood and agreed that this Agreement does not create a multi - fiscal year direct or indirect debt or obligation within the meaning of TABOR and, therefore, notwithstanding anything in this Agreement to the contrary, all payment obligations of the Town are expressly dependent and conditioned upon the continuing availability of funds beyond the term of the Town's current fiscal period ending upon the next succeeding December 31. Financial obligations of the Town payable after the current fiscal year are contingent upon funds for that purpose being appropriated, budgeted, and otherwise made available in accordance with the rules, regulations, and resolutions of Town of Avon, and other applicable law. Upon the failure to appropriate such funds, this Agreement shall be terminated. 39. Employment of or Contracts with Illegal Aliens: CivicPlus shall not knowingly employ or contract with an illegal alien to perform work under this Agreement. CivicPlus shall not contract with a subcontractor that fails to certify that the subcontractor does not knowingly employ or contract with any illegal aliens. By entering into this Agreement, CivicPlus certifies as of the date of this Agreement it does not knowingly employ or contract with an illegal alien who will perform work under the public contract for services and that the CivicPlus will participate in the e- verify program or department program in order to confirm the employment eligibility of all employees who are newly hired for employment to perform work under the public contract for services. CivicPlus is prohibited from using either the e- verify program or the department program procedures to undertake pre - employment screening of job applicants while this Agreement is being performed. If CivicPlus obtains actual knowledge that a subcontractor performing work under this Agreement knowingly employs or contracts with an illegal alien, CivicPlus shall be required to notify the subcontractor and the Town within three (3) days that CivicPlus has actual knowledge that a subcontractor is employing or contracting with an illegal alien. CivicPlus shall terminate the subcontract if the subcontractor does not stop employing or contracting with the illegal alien within three (3) days of receiving the notice regarding CivicPlus's actual knowledge. CivicPlus shall not terminate the subcontract if, during such three days, the subcontractor provides information to establish that the subcontractor has not knowingly employed or contracted with an illegal alien. CivicPlus is required to comply with any reasonable request made by the Department of Labor and Employment made in the course of an investigation undertaken to determine compliance with this provision and applicable state law. If CivicPlus violates this provision, the Town may terminate this Agreement, and CivicPlus may be liable for actual and /or consequential damages incurred by the Town, notwithstanding any limitation on such damages provided by such Agreement. 40. Colorado Open Records Act: The Town shall not reproduce, sell, or otherwise make copies of any copyrighted material, subject to the following exceptions: (1) for exclusive use internally by Town staff and /or employees; or (2) pursuant to a request under the Colorado Open Records Act, § 24 -72 -203, C.R.S., to the extent that such statute applies; or (3) pursuant to law, regulation, or court order. The Contractor waives any right to prevent its name from being used in connection with the Services. 41. No Waiver of Rights: A waiver by any Party to this Agreement of the breach of any term or provision of this Agreement shall not operate or be construed as a waiver of any subsequent breach by either Party. The Town's approval or acceptance of, or payment for, services shall not be construed to operate as a waiver of any rights or benefits to be provided under this Agreement. No covenant or term of this Agreement shall be deemed to be waived by the Town except in writing signed by the Town Council or by a person expressly authorized to sign such waiver by resolution of the Town Council of the Town of Avon, and any written waiver of a right shall not be construed to be a waiver of any other right or to be a continuing waiver unless specifically stated. 42. Bindinq Effect: The Parties agree that this Agreement, by its terms, shall be binding upon the successors, heirs, legal representatives, and assigns. 43. Limitation of Damages: The Parties agree that CivicPlus's remedies for any claims asserted against the Town shall be limited to proven direct damages in an amount to exceed amounts due under the Agreement and that Town shall not be liable for indirect, incidental, special or consequential damages, including but not limited to lost profits. Exhibit A Page 4 of 2 CivicPlus • 317 Houston St., Suite E ^ Manhattan, KS 66502 • www.CivicPlus.com Toll Free 888 - 228 -2233 o Accounting Ext. 215 • Support Ext. 307 • Fax 785 - 587 -8951 44. No Third Party Beneficiaries: Nothing contained in this Agreement is intended to or shall create a contractual relationship with, cause of action in favor of, or claim for relief for, any third party, including any agent, sub - consultant or sub - contractor of CivicPlus's. Absolutely no third party beneficiaries are intended by this Agreement. Any third - party receiving a benefit from this Agreement is an incidental and unintended beneficiary only. 45. Governing Law, Venue, and Enforcement: This Agreement shall be governed by and interpreted according to the law of the State of Colorado. Venue for any action arising under this Agreement shall be in the appropriate court for Eagle County, Colorado. To reduce the cost of dispute resolution and to expedite the resolution of disputes under this Agreement, the Parties hereby waive any and all right either may have to request a jury trial in any civil action relating primarily to the enforcement of this Agreement. The Parties agree that the rule that ambiguities in a contract are to be construed against the drafting party shall not apply to the interpretation of this Agreement. If there is any conflict between the language of this Agreement and any exhibit or attachment, the language of this Agreement shall govern. 46. Survival of Terms and Conditions: The Parties understand and agree that all terms and conditions of the Agreement that require continued performance, compliance, or effect beyond the termination date of the Agreement shall survive such termination date and shall be enforceable in the event of a failure to perform or comply. 47. Assignment and Release: All or part of the rights, duties, obligations, responsibilities, or benefits set forth in this Agreement shall not be assigned by CivicPlus without the express written consent of the Town Council for the Town of Avon. Any written assignment shall expressly refer to this Agreement, specify the particular rights, duties, obligations, responsibilities, or benefits so assigned, and shall not be effective unless approved by resolution or motion of the Town Council for the Town of Avon. No assignment shall release the Applicant from performance of any duty, obligation, or responsibility unless such release is clearly expressed in such written document of assignment. 48. Severability: Invalidation of any of the provisions of this Agreement or any paragraph sentence, clause, phrase, or word herein or the application thereof in any given circumstance shall not affect the validity of any other provision of this Agreement. Acceptance We, the undersigned, agreeing to the conditions specified in this document, understand and authorize the provision of services outlined in this Agreement. Town of Avon, CO By: Rich Carroll, Mayor Attest: Patty McKenny, Town Clerk Approved as to Form: Eric J. Heil, Town Attorney CivicPlus Date Date Date Date Sign and Fax this Copy And – Mail Two (2) Signed Originals Attn: Contract Manager CivicPlus Contract Manager Fax: 785 - 587 -8951 317 Houston St., Suite E Manhattan, KS 66502 We will fax a counter - signed copy of the faxed contract back to you so we can begin your project. Upon receipt of two signed originals, we will counter -sign and return one copy for your files. -- Remainder of this page left intentionally blank— Exhibit A Page 5 of 2 CivicPlus o 317 Houston St., Suite E • Manhattan, KS 66502 • www.CivicPlus.com Toll Free 888 - 228 -2233 a Accounting Ext. 215 • Support Ext. 307 o Fax 785 - 587 -8951 Exhibit A Page 6 of 2 CivicPlus o 317 Houston St., Suite E ^ Manhattan, KS 66502 • www.CivicP]us.com Toll Free 888 - 228 -2233 • Accounting Ext. 215 • Support Ext. 307 • Fax 785 - 587 -8951 Design & Project Overview Annual Fee One Time Fee • New design $0 $9,012 • Redevelop banner • Up to 3 graphic buttons to promote special services • Redevelop navigation method (may choose top drop -down or other options) • Select color scheme to match new graphics • Design setup — wireframe • Print this page option • Email this page option • Breadcrumbs • Sitemap • Redevelop graphic elements of website (Newsflash, FAQs, Calendar, etc.) • Project Management • Testing • Review • Content Migration — Includes retouching of all existing pages on the redesigned website to ensure proper formatting, menu structure, and application of new site styles. Note: Content will not be rewritten or pages broken up (shortened or resectioned) • Site styles and page layouts will be touched so all pages match the new design and migrate cleanly Add -On Options Inclusion of all standard modules (see module listing) Included Annual Increase $0 Total One -Time Fee $9,012 Discount for OJA - $4,750 Total Due upon signing $4,262 Exhibit A Page 6 of 2 CivicPlus o 317 Houston St., Suite E ^ Manhattan, KS 66502 • www.CivicP]us.com Toll Free 888 - 228 -2233 • Accounting Ext. 215 • Support Ext. 307 • Fax 785 - 587 -8951 Project Development Includes the Following: Modules Functionality • Agenda Creator Action Items Queue • Alerts Center & Emergency Alert Notification Audit Trail / History Log • Archive Center m Automated PDF Converter • Bid Postings Automatic Content Archiving • Business /Resource Directory Content Library • Calendar Dynamic Breadcrumbs • Carbon Calculator Dynamic Sitemap • Document Center Expiring Items Library • ePay e Graphic Link Administration • Facilities & Reservations Links Redirect and Broken Links Finder • FAQs Menu Management • Featured Info Module Mouse -over Menu Structure • Forms Development Tool Online Editor for Editing and Page Creation (WYSIWYG) • Healthy City Initiative Online Web Statistics (Only with CivicPlus Hosting) • Intranet Page Wizard w /Multiple Layouts • Job Postings Printer Friendly /Email Page • Media Center Rotating Content • My Dashboard RSS • NewsFlash Search Engine Registration • NotifyMe Email Subscription ® Site Layout Options • Online Job Application w/1 Generic Application ® Site Search & Entry Log • Opinion Poll ® Slideshow • Permits & Licensing & User & Group Administration Rights • Photo Gallery ® Web Page Upload Utility • Postcard Module ® Website Administrative Log • Quick Links • Real Estate Locator • Request Tracker (5 users) ® Staff Directory Annual Support, Maintenance & Hosting Service Include the Following: Support Maintenance of CivicPlus Hosting Application & Modules 7 -7 (CST) Mon -Fri (excluding holidays) Install Service Patches for OS Shared Web /SQL Server 24/7 Emergency Support Upgrades DNS Consulting & Maintenance Dedicated Support Personnel Fixes Monitor Bandwidth - Router Traffic 2 -hour Response during Normal Hours Improvements Redundant ISP Usability Improvements Integration Redundant Cooling Integration New & Upgraded Services Testing Natural Gas Powered Generator Proactive Support for Updates & Fixes Development Daily Tape Backup Online Training Manuals Usage License Intrusion Detection & Prevention Monthly Newsletters Antivirus Protection Phone Consulting Upgrade Hardware CivicPlus Connection CivicPlus University Exhibit A Page 7 of 2 CivicPlus o 317 Houston St., Suite E • Manhattan, KS 66502 • www.CivicPlus.com Toll Free 888 - 228 -2233 • Accounting Ext. 215 • Support Ext. 307 • Fax 785 - 587 -8951 • Z a s Current Annual Support, Maintenance and Hosting Fee Server Storage not to exceed 35 GB $10,560 Media Center Storage not to exceed 10 GB Annual Increase $0 New Annual Fee $10,560 (Effective upon Contract Signing) Annual Support, Maintenance & Hosting Service Include the Following: Support Maintenance of CivicPlus Hosting Application & Modules 7 -7 (CST) Mon -Fri (excluding holidays) Install Service Patches for OS Shared Web /SQL Server 24/7 Emergency Support Upgrades DNS Consulting & Maintenance Dedicated Support Personnel Fixes Monitor Bandwidth - Router Traffic 2 -hour Response during Normal Hours Improvements Redundant ISP Usability Improvements Integration Redundant Cooling Integration New & Upgraded Services Testing Natural Gas Powered Generator Proactive Support for Updates & Fixes Development Daily Tape Backup Online Training Manuals Usage License Intrusion Detection & Prevention Monthly Newsletters Antivirus Protection Phone Consulting Upgrade Hardware CivicPlus Connection CivicPlus University Exhibit B 1 of 1 CivicPlus • 317 Houston St., Suite E • Manhattan, KS 66502 • www.CivicPlus.com Toll Free 888 - 228 -2233 • Accounting Ext. 215 ^ Support Ext. 307 • Fax 785 - 587 -8951 CivicPlus Redesign Contract Organization Town of Avon, CO URL www.avon.org Street Address PO Box 975 Address 2 1 Lake St. City Avon State CO Postal 81620 Code CivicPlus provides telephone support for all trained clients from 7am —7pm Central Time, Monday- Friday (excluding holidays). Emergency Support is provided on a 24/7/365 basis for representatives named by the Client. Client is responsible for ensuring CivicPlus has current updates. Emergency Contact & Mobile Phone Jaime Walker, 970 - 748 -4087 Emergency Contact & Mobile Phone Patty McKenny, 970 - 748 -4035 Emergency Contact & Mobile Phone Scott Wright, 970 - 748 -4055 Billing Contact Jaime Walker E -Mail iwalker(a)-avon.org Phone 970 - 748 -4087 Ext. Fax 970 - 949 -9139 Billing Address PO Box 975 Address 2 1 Lake St. City Avon ST CO Postal 81620 Code Tax ID # Sales Tax 98 -03947 -0000 Exempt # Billing Terms Annual Account Paul Stonebraker /Will Spicer Rep Info Required on Invoice (PO or Job #) Contract Contact Patty McKenny Email pmckennOC avon.org Phone 970 - 748 -4035 Ext. Fax 970 -949 -9139 Project Contact Jaime Walker Email iwalker .avon.org Phone 970- 748 -4087 Ext. Fax 970 - 949 -9139 Terms & Conditions Client Deliverable 1. Icon Enterprises, Inc., d /b /a CivicPlus will create a standard redesign of the Town of Avon, CO (Client or Town) website that includes all functionality as defined in Exhibit A — CivicPlus Project Deliverables, attached hereto. Additional Services 2. Client may contract with CivicPlus for additional Consulting, Website Design, Setup, Programming, and Training services (Project Development Services) that exceed those defined in Exhibit A. CivicPlus will invoice Client for the additional services immediately prior to project Go -Live. 3. Client may contract with CivicPlus for additional Annual Support, Maintenance & Hosting services that exceed those defined in Exhibit A. CivicPlus will invoice Client for annual services immediately prior to project Go -Live. 4. Services that involve billable time beyond the contracted amount will be documented and invoiced. Written approval by the Client is necessary before billable time is incurred. CivicPlus • 317 Houston St., Suite E ^ Manhattan, KS 66502 • www.CiviePlus.com Exhibit A Page 1 of 2 Toll Free 888 - 228 -2233 • Accounting Ext. 215 • Support Ext. 307 • Fax 785 - 587 -8951 5. Modules that incur additional usage fees may be purchased and activated at any time. Billing & Payment Terms 6. Total Project Development fees for the website redesign will be invoiced upon project completion. 7. The Client shall sign a project completion and acceptance form prior to project Go -Live. The date may be extended if material system or operational failures are encountered. Immediately upon project Go -Live the final bill for the project development services will be billable and payable, and the first year's annual support and maintenance fees will be billable and payable. All Parties agree that the website will not go -live until the project is accepted in writing by the Client. 8. Project Development invoices are due by the first of the following month, but no sooner than 30 days from invoice date. 9. Annual Support, Maintenance & Hosting invoices shall be prorated in order to correlate with the Client's budget year. 10. Fees for CivicPlus Annual Support, Maintenance & Hosting services shall be invoiced on a quarterly basis in advance of provision of services. Payment is due by the first of the following month, but no sooner than 30 days from invoice date. 11. Project development will be discontinued if payment is not made within 30 days after the invoice due date. 12. After project go -live, if the Client's account exceeds 90 days past due, Annual Support, Maintenance & Hosting will be discontinued until the Client's account is made current. Client will be given 30 days notice prior to discontinuation of services for non - payment. 13. Provided the Client's account is current, at any time the Client may request an electronic copy of the website Customer Content and Content Management System (CMS) Software. Client agrees to pay $250 per completed request. Provided the Client's account is current, upon termination of services Client may request a complimentary electronic copy of website Customer Content and CMS Software. Changes to Existing Service 14. Effective with this renewal, the following services will be changed Services to be Changed One -Time Fee Removal of OJA $4,750 Credit Redesign of current website $9,012 Agreement Renewal 15. Either party may terminate the Annual Support, Maintenance & Hosting Agreement (Agreement) at at any time by providing the other party with 60 days written notice. 16. In the event that neither party gives 60 days notice prior to the end of the initial or any subsequent term, this Agreement will automatically renew for an additional contract term. 17. In the event of early termination of this Agreement by the Client, full payment of the work performed through the date of the notice of termination is due within 15 days of termination. 18. Each year this Agreement is in effect, charges for Annual Support, Maintenance & Hosting services may be increased by CivicPlus by no more than 5% per annum. CivicPlus shall provide written notice of any increase in Annual Support, Maintenance & Hosting services at least 90 days prior October 1 for any increases which are proposed to take effect for the succeeding calendar year. 19. CivicPlus will provide unlimited telephone support Monday- Friday, 7:00 am — 7:00 pm (Central Time) excluding holidays, for all trained Client staff. Emergency Support is provided on a 24/7/365 basis for emergency contacts named by the Client. Client is responsible for providing CivicPlus with contact updates. 20. Support includes providing technical support of the CivicPlus Content Management Software, application support (pages and modules), and maintenance of Client's website. Following initial setup, additional page design, graphic design, user training, site modification, and custom programming may be contracted separately for an additional fee. 21. During the period of this Agreement and subsequent annual renewals, CivicPlus warrants that it will, without additional charge to the Client, immediately correct any problems or defects discovered in the Software and reported to CivicPlus by the Client, such warranty to include ongoing maintenance upgrades and technical error correction. 22. CivicPlus provides online website statistics software at no extra charge. If Client desires to use other website statistic software, CivicPlus will provide the necessary log file access. CivicPlus • 317 Houston St., Suite E - Manhattan, KS 66502 - www.CivicPlus.com Exhibit A Page 2 of 2 Toll Free 888 - 228 -2233 - Accounting Ext. 215 - Support Ext. 307 - Fax 785 - 587 -8951 Marketing 23. Client will make a reasonable attempt to work with the CivicPlus Marketing Department to gather information and meet deadlines associated with website award contest entries throughout the term of this Agreement. 24. Client permits CivicPlus to include an example of the Client's home page and a link to the Client's website on the CivicPlus corporate website. 25. Client will make a reasonable attempt to work with the CivicPlus Marketing Department to create a news item to be released in conjunction with their project Go -Live date. Client will provide CivicPlus with contact information for local and regional media outlets. CivicPlus may use the press release in any marketing materials as desired throughout the term of this Agreement. 26. Client will make a reasonable attempt to work with the CivicPlus Marketing Department to create a case study related to their website. 27. Client agrees to allow CivicPlus to display a "Powered by CivicPlus" insignia and web link at the bottom of their web pages. Client understands that the pricing and any related discount structure provided under this Agreement assumes such perpetual permission. Intellectual Property, Ownership & Content Responsibility 28. Upon full and complete payment of submitted invoices for the project development and launch of the website, Client will own the graphic designs, web content, page designs and banners ( "Customer Content ") as well as the CMS Software. 29. Upon completion of the development of the site, Client will assume full responsibility for Web site content maintenance and content administration. Client, not CivicPlus, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Customer Content. 30. Client shall not (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Software in any way; (ii) modify or make derivative works based upon the software; (iii) create Internet "links" to the Software or "frame" or "mirror" any functionality on any other server or wireless or Internet -based device; or (iv) reverse engineer or access the Software in order to (a) build a competitive product or service, (b) build a product using similar ideas, features, functions or graphics of the Software, or (c) copy any ideas, features, functions or graphics of the Software. 31. The CivicPlus name, the CivicPlus logo, and the product and module names associated with the System are trademarks of CivicPlus, and no right or license is granted to use them. Indemnification 32. If any lawsuit, claim, demand, penalty, loss, fine, liability, damage, or expense, including attorney's fees of any kind, without limitation, is asserted against the Client in connection with the operations of and installation of software contemplated by this Agreement and the Client and CivicPlus are both negligent, damages shall be apportioned in accordance with the percentage of negligence of each party. This paragraph is not intended to benefit entities not a party to this contract. 33. CivicPlus will not be liable for any act, omission of act, negligence or defect in the quality of service of any underlying carrier or other service provider whose facilities or services are used in furnishing any portion of the service received by the customer. CivicPlus will not be liable for any failure of performance that is caused by or the result of any act or omission by customer or any entity other than CivicPlus that furnishes services, facilities or equipment used in connection with CivicPlus services or facilities. 34. Except as expressly provided in this Agreement, CivicPlus makes no expressed or implied representations or warranties, including any warranties regarding merchantability or fitness for a particular cause. Force Majeure 35. No party shall have any liability to the other hereunder by reason of any delay or failure to perform any obligation or covenant if the delay or failure to perform is occasioned by force majeure, meaning any act of God, storm, fire, casualty, unanticipated work stoppage, strike, lockout, labor dispute, civic disturbance, riot, war, national emergency, act of Government, act of public enemy, or other cause of similar or dissimilar nature beyond its control. Municipal Provisions Exhibit A Page 3 of 2 CivicPlus o 317 Houston St., Suite E ^ Manhattan, KS 66502 ^ www.CivicP[us.com Toll Free 888- 228 -2233 ^ Accounting Ext. 215 o Support Ext. 307 • Fax 785 - 587 -8951 36. No Waiver of Governmental Immunity: Nothing in this Agreement shall be construed to waive, limit, or otherwise modify any governmental immunity that may be available by law to the Town, its officials, employees, contractors, or agents, or any other person acting on behalf of the Town and, in particular, governmental immunity afforded or available pursuant to the Colorado Governmental Immunity Act, Title 24, Article 10, Part 1 of the Colorado Revised Statutes. 37. Affirmative Action: CivicPlus will not discriminate against any employee or applicant for employment because of race, color, religion, sex or national origin. CivicPlus will take affirmative action to ensure applicants are employed, and employees are treated during employment without regard to their race, color, religion, sex or national origin. Such action shall include, but not be limited to the following: employment, upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. 38. Article X. Section 201TABOR: The Parties understand and acknowledge that the Town is subject to Article X, § 20 of the Colorado Constitution ( "TABOR "). The Parties do not intend to violate the terms and requirements of TABOR by the execution of this Agreement. It is understood and agreed that this Agreement does not create a multi - fiscal year direct or indirect debt or obligation within the meaning of TABOR and, therefore, notwithstanding anything in this Agreement to the contrary, all payment obligations of the Town are expressly dependent and conditioned upon the continuing availability of funds beyond the term of the Town's current fiscal period ending upon the next succeeding December 31. Financial obligations of the Town payable after the current fiscal year are contingent upon funds for that purpose being appropriated, budgeted, and otherwise made available in accordance with the rules, regulations, and resolutions of Town of Avon, and other applicable law. Upon the failure to appropriate such funds, this Agreement shall be terminated. 39. Em_ ployment of or Contracts with Illegal Aliens: CivicPlus shall not knowingly employ or contract with an illegal alien to perform work under this Agreement. CivicPlus shall not contract with a subcontractor that fails to certify that the subcontractor does not knowingly employ or contract with any illegal aliens. By entering into this Agreement, CivicPlus certifies as of the date of this Agreement it does not knowingly employ or contract with an illegal alien who will perform work under the public contract for services and that the CivicPlus will participate in the e- verify program or department program in order to confirm the employment eligibility of all employees who are newly hired for employment to perform work under the public contract for services. CivicPlus is prohibited from using either the e- verify program or the department program procedures to undertake pre - employment screening of job applicants while this Agreement is being performed. If CivicPlus obtains actual knowledge that a subcontractor performing work under this Agreement knowingly employs or contracts with an illegal alien, CivicPlus shall be required to notify the subcontractor and the Town within three (3) days that CivicPlus has actual knowledge that a subcontractor is employing or contracting with an illegal alien. CivicPlus shall terminate the subcontract if the subcontractor does not stop employing or contracting with the illegal alien within three (3) days of receiving the notice regarding CivicPlus's actual knowledge. CivicPlus shall not terminate the subcontract if, during such three days, the subcontractor provides information to establish that the subcontractor has not knowingly employed or contracted with an illegal alien. CivicPlus is required to comply with any reasonable request made by the Department of Labor and Employment made in the course of an investigation undertaken to determine compliance with this provision and applicable state law. If CivicPlus violates this provision, the Town may terminate this Agreement, and CivicPlus may be liable for actual and /or consequential damages incurred by the Town, notwithstanding any limitation on such damages provided by such Agreement. 40. Colorado Open Records Act: The Town shall not reproduce, sell, or otherwise make copies of any copyrighted material, subject to the following exceptions: (1) for exclusive use internally by Town staff and /or employees; or (2) pursuant to a request under the Colorado Open Records Act, § 24 -72 -203, C.R.S., to the extent that such statute applies; or (3) pursuant to law, regulation, or court order. The Contractor waives any right to prevent its name from being used in connection with the Services. 41. No Waiver of Rights: A waiver by any Party to this Agreement of the breach of any term or provision of this Agreement shall not operate or be construed as a waiver of any subsequent breach by either Party. The Town's approval or acceptance of, or payment for, services shall not be construed to operate as a waiver of any rights or benefits to be provided under this Agreement. No covenant or term of this Agreement shall be deemed to be waived by the Town except in writing signed by the Town Council or by a person expressly authorized to sign such waiver by resolution of the Town Council of the Town of Avon, and any written waiver of a right shall not be construed to be a waiver of any other right or to be a continuing waiver unless specifically stated. 42. Binding Effect: The Parties agree that this Agreement, by its terms, shall be binding upon the successors, heirs, legal representatives, and assigns. 43. Limitation of Damages: The Parties agree that CivicPlus's remedies for any claims asserted against the Town shall be limited to proven direct damages in an amount to exceed amounts due under the Agreement and that Town shall not be liable for indirect, incidental, special or consequential damages, including but hot limited to lost profits. Exhibit A Page 4 of 2 CivicPlus o 317 Houston St., Suite E • Manhattan, KS 66502 • www.CivicPlus.com Toll Free 888 - 228 -2233 • Accounting Ext. 215 • Support Ext. 307 • Fax 785- 587 -8951 44. No Third Party Beneficiaries: Nothing contained in this Agreement is intended to or shall create a contractual relationship with, cause of action in favor of, or claim for relief for, any third party, including any agent, sub - consultant or sub - contractor of CivicPlus's. Absolutely no third party beneficiaries are intended by this Agreement. Any third - party receiving a benefit from this Agreement is an incidental and unintended beneficiary only. 45. Governing Law, Venue, and Enforcement: This Agreement shall be governed by and interpreted according to the law of the State of Colorado. Venue for any action arising under this Agreement shall be in the appropriate court for Eagle County, Colorado. To reduce the cost of dispute resolution and to expedite the resolution of disputes under this Agreement, the Parties hereby waive any and all right either may have to request a jury trial in any civil action relating primarily to the enforcement of this Agreement. The Parties agree that the rule that ambiguities in a contract are to be construed against the drafting party shall not apply to the interpretation of this Agreement. If there is any conflict between the language of this Agreement and any exhibit or attachment, the language of this Agreement shall govern. 46. Survival of Terms and Conditions: The Parties understand and agree that all terms and conditions of the Agreement that require continued performance, compliance, or effect beyond the termination date of the Agreement shall survive such termination date and shall be enforceable in the event of a failure to perform or comply. 47. Assignment and Release: All or part of the rights, duties, obligations, responsibilities, or benefits set forth in this Agreement shall not be assigned by CivicPlus without the express written consent of the Town Council for the Town of Avon. Any written assignment shall expressly refer to this Agreement, specify the particular rights, duties, obligations, responsibilities, or benefits so assigned, and shall not be effective unless approved by resolution or motion of the Town Council for the Town of Avon. No assignment shall release the Applicant from performance of any duty, obligation, or responsibility unless such release is clearly expressed in such written document of assignment. 48. Severability: Invalidation of any of the provisions of this Agreement or any paragraph sentence, clause, phrase, or word herein or the application thereof in any given circumstance shall not affect the validity of any other provision of this Agreement. Acceptance We, the undersigned, agreeing to the conditions specified in this document, understand and authorize the provision of services outlined in this Agreement. Eric J. Heil, Town Attorney C ivicPlu Date Sign and Fax this Copy And – Mail Two (2) Signed Originals Attn: Contract Manager CivicPlus Contract Manager Fax: 785 - 587 -8951 317 Houston St., Suite E Manhattan, KS 66502 We will fax a counter - signed copy of the faxed contract back to you so we can begin your project. Upon receipt of two signed originals, we will counter -sign and return one copy for your files. -- Remainder of this page left intentionally blank- CivicPlus • 317 Houston St., Suite E • Manhattan, KS 66502 • www.CivicP[us.com Exhibit A Page 5 of 2 Toll Free 888 - 228 -2233 • Accounting Ext. 215 • Support Ext. 307 ^ Fax 785 -587 -8951 Exhibit A - CivicPlus Project Deliverables Design &Project Overview Annual Fee One Time Fee • New design $0 $9,012 • Redevelop banner • Up to 3 graphic buttons to promote special services • Redevelop navigation method (may choose top drop -down or other options) • Select color scheme to match new graphics • Design setup — wireframe • Print this page option • Email this page option • Breadcrumbs • Sitemap • Redevelop graphic elements of website (Newsflash, FAQs, Calendar, etc.) • Project Management • Testing • Review • Content Migration — Includes retouching of all existing pages on the redesigned website to ensure proper formatting, menu structure, and application of new site styles. Note: Content will not be rewritten or pages broken up (shortened or resectioned) • Site styles and page layouts will be touched so all pages match the new design and migrate cleanly Add -On Options Inclusion of all standard modules (see module listing) Included Annual Increase $0 Total One -Time Fee $9,012 Discount for OJA - $4,750 Total Due upon signing $4,262 Exhibit A Page 6 of 2 CivicPlus - 317 Houston St., Suite E ^ Manhattan, KS 66502 - www.CivicPlus.com Toll Free 888 - 228 -2233 - Accounting Ext. 215 - Support Ext. 307 - Fax 785 - 587 -8951 Project Development Includes the Following: Modules Functionality • Agenda Creator Action Items Queue • Alerts Center & Emergency Alert Notification Audit Trail / History Log • Archive Center Automated PDF Converter • Bid Postings Automatic Content Archiving • Business /Resource Directory Content Library • Calendar o Dynamic Breadcrumbs • Carbon Calculator Dynamic Sitemap • Document Center e Expiring Items Library • ePay ® Graphic Link Administration • Facilities & Reservations ® Links Redirect and Broken Links Finder • FAQs i Menu Management • Featured Info Module ® Mouse -over Menu Structure • Forms Development Tool ® Online Editor for Editing and Page Creation (WYSIWYG) • Healthy City Initiative ® Online Web Statistics (Only with CivicPlus Hosting) • Intranet ® Page Wizard w /Multiple Layouts • Job Postings 0 Printer Friendly /Email Page • Media Center ® Rotating Content • My Dashboard 0 RSS • NewsFlash ® Search Engine Registration • NotifyMe Email Subscription d Site Layout Options • Online Job Application w11 Generic Application & Site Search & Entry Log • Opinion Poll ® Slideshow • Permits & Licensing 0 User & Group Administration Rights • Photo Gallery f Web Page Upload Utility • Postcard Module ® Website Administrative Log • Quick Links • Real Estate Locator • Request Tracker (5 users) e Staff Directory Annual Support, Maintenance & Hostin g Service Include the Following: Support Maintenance of CivicPlus Hosting Application & Modules 7 -7 (CST) Mon -Fri (excluding holidays) Install Service Patches for OS Shared Web /SQL Server 24/7 Emergency Support Upgrades DNS Consulting & Maintenance Dedicated Support Personnel Fixes Monitor Bandwidth - Router Traffic 2 -hour Response during Normal Hours Improvements Redundant ISP Usability Improvements Integration Redundant Cooling Integration New & Upgraded Services Testing Natural Gas Powered Generator Proactive Support for Updates & Fixes Development Daily Tape Backup Online Training Manuals Usage License Intrusion Detection & Prevention Monthly Newsletters Antivirus Protection Phone Consulting Upgrade Hardware CivicPlus Connection CivicPlus University CivicPlus • 317 Houston St., Suite E > Manhattan, KS 66502 • www.CivicP[us.com Exhibit A Page 7 of 2 Toll Free 888 - 228 -2233 o Accounting Ext. 215 • Support Ext. 307 ^ Fax 785 - 587 -8951 Exhibit B - Annual Support, Maintenance and Hosting Services Current Annual Support, Maintenance and Hosting Fee Server Storage not to exceed 35 GB $10,560 Media Center Storage not to exceed 10 GB Annual Increase $0 New Annual Fee (Effective upon Contract Signing) $10,560 Annual Support, Maintenance & Hosting Service Include the Following: Support Maintenance of CivicPlus Hosting Application & Modules 7 -7 (CST) Mon -Fri (excluding holidays) Install Service Patches for OS Shared Web /SQL Server 24/7 Emergency Support Upgrades DNS Consulting & Maintenance Dedicated Support Personnel Fixes Monitor Bandwidth - Router Traffic 2 -hour Response during Normal Hours Improvements Redundant ISP Usability Improvements Integration Redundant Cooling Integration New & Upgraded Services Testing Natural Gas Powered Generator Proactive Support for Updates & Fixes Development Daily Tape Backup Online Training Manuals Usage License Intrusion Detection & Prevention Monthly Newsletters Antivirus Protection Phone Consulting Upgrade Hardware CivicPlus Connection CivicPlus University CivicPlus • 317 Houston St., Suite E - Manhattan, KS 66502 - www.CivicPlus.com Exhibit B 1 of 1 Toll Free 888 - 228 -2233 - Accounting Ext. 215 • Support Ext. 307 • Fax 785 - 587 -8951 �J HELPING COMMUNITIES ENGAGE & INTERACT March 8, 2012 Town of Avon Attn: Patty McKenny PO Box 975 Avon, CO 81620 Dear Patty, Enclosed is a copy of the signed contract with CivicPlus for your files. Please let me know if I may be of further assistance. Sincerely, Jesse Manning a CivicPlus Vice President of Sales and Marketing Main 888 - 228 -2233 Fax 785 - 587 -8951 www.civicplus.com CivicPlus • 317 Houston St., Suite E • Manhattan, KS 66502 • www.CivicPlus.com CivicPlus Redesign Contract Organization Town of Avon, CO uRL www.avon.org Street Address PO Box 975 Address 2 1 Lake St. City Avon State CO Postal 81620 Code CivicPlus provides telephone support for all trained clients from 7am —7pm Central Time, Monday- Friday (excluding holidays). Emergency Support is provided on a 24/7/365 basis for representatives named by the Client. Client is responsible for ensuring CivicPlus has current Emergency Contact & Mobile Phone Jaime Walker, 970 - 748 -4087 Emergency Contact & Mobile Phone Patty McKenny, 970 - 748 -4035 Emergency Contact & Mobile Phone Scott Wright, 970 - 748 -4055 Billing Contact Jaime Walker E -Mail iwalker(a)avon.org Phone 970 - 748 -4087 Ext. Fax 970 - 949 -9139 Billing Address PO Box 975 Address 2 1 Lake St. City Avon ST CO _Postal 81620 Code Tax ID # Sales Tax 98 -03947 -0000 Exempt # Billing Terms Annual AAcccpount Paul Stonebraker /Will Spicer Re Info Required on Invoice (PO or Job #) Contract Contact Patty McKenny Email pmckenny(a)avon.org Phone 970 - 748 -4035 Ext. Fax 970 - 949 -9139 Project Contact Jaime Walker Email iwalker(a)avon.org Phone 970 - 748 -4087 Ext. Fax 970 - 949 -9139 Terms & Conditions Client Deliverable 1. Icon Enterprises, Inc., d /b /a CivicPlus will create a standard redesign of the Town of Avon, CO (Client or Town) website that includes all functionality as defined in Exhibit A — CivicPlus Project Deliverables, attached hereto. Additional Services 2. Client may contract with CivicPlus for additional Consulting, Website Design, Setup, Programming, and Training services (Project Development Services) that exceed those defined in Exhibit A. CivicPlus will invoice Client for the additional services immediately prior to project Go -Live. 3. Client may contract with CivicPlus for additional Annual Support, Maintenance & Hosting services that exceed those defined in Exhibit A. CivicPlus will invoice Client for annual services immediately prior to project Go -Live. 4. Services that involve billable time beyond the contracted amount will be documented and invoiced. Written approval by the Client is necessary before billable time is incurred. Exhibit A Page 1 of 2 CivicPlus • 317 Houston St., Suite E • Manhattan, KS 66502 • www.CivicPlus.com Toll Free 888 - 228 -2233 • Accounting Ext. 215 • Support Ext. 307 • Fax 785 - 587 -8951 5. Modules that incur additional usage fees may be purchased and activated at any time. Billing & Payment Terms 6. Total Project Development fees for the website redesign will be invoiced upon project completion. 7. The Client shall sign a project completion and acceptance form prior to project Go -Live. The date may be extended if material system or operational failures are encountered. Immediately upon project Go -Live the final bill for the project development services will be billable and payable, and the first year's annual support and maintenance fees will be billable and payable. All Parties agree that the website will not go -live until the project is accepted in writing by the Client. 8. Project Development invoices are due by the first of the following month, but no sooner than 30 days from invoice date. 9. Annual Support, Maintenance & Hosting invoices shall be prorated in order to correlate with the Client's budget year. 10. Fees for CivicPlus Annual Support, Maintenance & Hosting services shall be invoiced on a quarterly basis in advance of provision of services. Payment is due by the first of the following month, but no sooner than 30 days from invoice date. 11. Project development will be discontinued if payment is not made within 30 days after the invoice due date. 12. After project go -live, if the Client's account exceeds 90 days past due, Annual Support, Maintenance & Hosting will be discontinued until the Client's account is made current. Client will be given 30 days notice prior to discontinuation of services for non - payment. 13. Provided the Client's account is current, at any time the Client may request an electronic copy of the website Customer Content and Content Management System (CMS) Software. Client agrees to pay $250 per completed request. Provided the Client's account is current, upon termination of services Client may request a complimentary electronic copy of website Customer Content and CMS Software. Changes to Existing Service 14. Effective with this renewal, the following services will be changed Services to be Changed One -Time Fee Removal of OJA $4,750 Credit Redesign of current website $9,012 Agreement Renewal 15. Either party may terminate the Annual Support, Maintenance & Hosting Agreement (Agreement) at at any time by providing the other party with 60 days written notice. 16. In the event that neither party gives 60 days notice prior to the end of the initial or any subsequent term, this Agreement will automatically renew for an additional contract term. 17. In the event of early termination of this Agreement by the Client, full payment of the work performed through the date of the notice of termination is due within 15 days of termination. 18. Each year this Agreement is in effect, charges for Annual Support, Maintenance & Hosting services may be increased by CivicPlus by no more than 5% per annum. CivicPlus shall provide written notice of any increase in Annual Support, Maintenance & Hosting services at least 90 days prior October 1 for any increases which are proposed to take effect for the succeeding calendar year. 19. CivicPlus will provide unlimited telephone support Monday- Friday, 7:00 am — 7:00 pm (Central Time) excluding holidays, for all trained Client staff. Emergency Support is provided on a 24/7/365 basis for emergency contacts named by the Client. Client is responsible for providing CivicPlus with contact updates. 20. Support includes providing technical support of the CivicPlus Content Management Software, application support (pages and modules), and maintenance of Client's website. Following initial setup, additional page design, graphic design, user training, site modification, and custom programming may be contracted separately for an additional fee. 21. During the period of this Agreement and subsequent annual renewals, CivicPlus warrants that it will, without additional charge to the Client, immediately correct any problems or defects discovered in the Software and reported to CivicPlus by the Client, such warranty to include ongoing maintenance upgrades and technical error correction. 22. CivicPlus provides online website statistics software at no extra charge. If Client desires to use other website statistic software, CivicPlus will provide the necessary log file access. Exhibit A Page 2 of 2 CivicPlus • 317 Houston St., Suite E • Manhattan, KS 66502 • www.CivicPlus.com Toll Free 888 - 228 -2233 • Accounting Ext. 215 • Support Ext. 307 • Fax 785 - 587 -8951 Marketing 23. Client will make a reasonable attempt to work with the CivicPlus Marketing Department to gather information and meet deadlines associated with website award contest entries throughout the term of this Agreement. 24. Client permits CivicPlus to include an example of the Client's home page and a link to the Client's website on the CivicPlus corporate website. 25. Client will make a reasonable attempt to work with the CivicPlus Marketing Department to create a news item to be released in conjunction with their project Go -Live date. Client will provide CivicPlus with contact information for local and regional media outlets. CivicPlus may use the press release in any marketing materials as desired throughout the term of this Agreement. 26. Client will make a reasonable attempt to work with the CivicPlus Marketing Department to create a case study related to their website. 27. Client agrees to allow CivicPlus to display a "Powered by CivicPlus" insignia and web link at the bottom of their web pages. Client understands that the pricing and any related discount structure provided under this Agreement assumes such perpetual permission. Intellectual Property, Ownership & Content Responsibility 28. Upon full and complete payment of submitted invoices for the project development and launch of the website, Client will own the graphic designs, web content, page designs and banners ( "Customer Content ") as well as the CMS Software. 29. Upon completion of the development of the site, Client will assume full responsibility for Web site content maintenance and content administration. Client, not CivicPlus, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Customer Content. 30. Client shall not (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Software in any way; (ii) modify or make derivative works based upon the software; (iii) create Internet "links" to the Software or "frame" or "mirror' any functionality on any other server or wireless or Internet -based device; or (iv) reverse engineer or access the Software in order to (a) build a competitive product or service, (b) build a product using similar ideas, features, functions or graphics of the Software, or (c) copy any ideas, features, functions or graphics of the Software. 31. The CivicPlus name, the CivicPlus logo, and the product and module names associated with the System are trademarks of CivicPlus, and no right or license is granted to use them. Indemnification 32. If any lawsuit, claim, demand, penalty, loss, fine, liability, damage, or expense, including attorney's fees of any kind, without limitation, is asserted against the Client in connection with the operations of and installation of software contemplated by this Agreement and the Client and CivicPlus are both negligent, damages shall be apportioned in accordance with the percentage of negligence of each party. This paragraph is not intended to benefit entities not a party to this contract. 33. CivicPlus will not be liable for any act, omission of act, negligence or defect in the quality of service of any underlying carrier or other service provider whose facilities or services are used in furnishing any portion of the service received by the customer. CivicPlus will not be liable for any failure of performance that is caused by or the result of any act or omission by customer or any entity other than CivicPlus that furnishes services, facilities or equipment used in connection with CivicPlus services or facilities. 34. Except as expressly provided in this Agreement, CivicPlus makes no expressed or implied representations or warranties, including any warranties regarding merchantability or fitness for a particular cause. Force Majeure 35. No party shall have any liability to the other hereunder by reason of any delay or failure to perform any obligation or covenant if the delay or failure to perform is occasioned by force majeure, meaning any act of God, storm, fire, casualty, unanticipated work stoppage, strike, lockout, labor dispute, civic disturbance, riot, war, national emergency, act of Government, act of public enemy, or other cause of similar or dissimilar nature beyond its control. Municipal Provisions Exhibit A Page 3 of 2 CivicPlus • 317 Houston St., Suite E • Manhattan, KS 66502 • www.CivicPlus.com Toll Free 888 - 228 -2233 • Accounting Ext. 215 • Support Ext. 307 • Fax 785 - 587 -8951 36. No Waiver of Governmental Immunity: Nothing in this Agreement shall be construed to waive, limit, or otherwise modify any governmental immunity that may be available by law to the Town, its officials, employees, contractors, or agents, or any other person acting on behalf of the Town and, in particular, governmental immunity afforded or available pursuant to the Colorado Governmental Immunity Act, Title 24, Article 10, Part 1 of the Colorado Revised Statutes. 37. Affirmative Action: CivicPlus will not discriminate against any employee or applicant for employment because of race, color, religion, sex or national origin. CivicPlus will take affirmative action to ensure applicants are employed, and employees are treated during employment without regard to their race, color, religion, sex or national origin. Such action shall include, but not be limited to the following: employment, upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. 38. Article X, Section 20/TABOR: The Parties understand and acknowledge that the Town is subject to Article X, § 20 of the Colorado Constitution ( "TABOR "). The Parties do not intend to violate the terms and requirements of TABOR by the execution of this Agreement. It is understood and agreed that this Agreement does not create a multi - fiscal year direct or indirect debt or obligation within the meaning of TABOR and, therefore, notwithstanding anything in this Agreement to the contrary, all payment obligations of the Town are expressly dependent and conditioned upon the continuing availability of funds beyond the term of the Town's current fiscal period ending upon the next succeeding December 31. Financial obligations of the Town payable after the current fiscal year are contingent upon funds for that purpose being appropriated, budgeted, and otherwise made available in accordance with the rules, regulations, and resolutions of Town of Avon, and other applicable law. Upon the failure to appropriate such funds, this Agreement shall be terminated. 39. Employment of or Contracts with Illegal Aliens: CivicPlus shall not knowingly employ or contract with an illegal alien to perform work under this Agreement. CivicPlus shall not contract with a subcontractor that fails to certify that the subcontractor does not knowingly employ or contract with any illegal aliens. By entering into this Agreement, CivicPlus certifies as of the date of this Agreement it does not knowingly employ or contract with an illegal alien who will perform work under the public contract for services and that the CivicPlus will participate in the e- verify program or department program in order to confirm the employment eligibility of all employees who are newly hired for employment to perform work under the public contract for services. CivicPlus is prohibited from using either the e- verify program or the department program procedures to undertake pre - employment screening of job applicants while this Agreement is being performed. If CivicPlus obtains actual knowledge that a subcontractor performing work under this Agreement knowingly employs or contracts with an illegal alien, CivicPlus shall be required to notify the subcontractor and the Town within three (3) days that CivicPlus has actual knowledge that a subcontractor is employing or contracting with an illegal alien. CivicPlus shall terminate the subcontract if the subcontractor does not stop employing or contracting with the illegal alien within three (3) days of receiving the notice regarding CivicPlus's actual knowledge. CivicPlus shall not terminate the subcontract if, during such three days, the subcontractor provides information to establish that the subcontractor has not knowingly employed or contracted with an illegal alien. CivicPlus is required to comply with any reasonable request made by the Department of Labor and Employment made in the course of an investigation undertaken to determine compliance with this provision and applicable state law. If CivicPlus violates this provision, the Town may terminate this Agreement, and CivicPlus may be liable for actual and /or consequential damages incurred by the Town, notwithstanding any limitation on such damages provided by such Agreement. 40. Colorado Open Records Act: The Town shall not reproduce, sell, or otherwise make copies of any copyrighted material, subject to the following exceptions: (1) for exclusive use internally by Town staff and /or employees; or (2) pursuant to a request under the Colorado Open Records Act, § 24 -72 -203, C.R.S., to the extent that such statute applies; or (3) pursuant to law, regulation, or court order. The Contractor waives any right to prevent its name from being used in connection with the Services. 41. No Waiver of Rights: A waiver by any Party to this Agreement of the breach of any term or provision of this Agreement shall not operate or be construed as a waiver of any subsequent breach by either Party. The Town's approval or acceptance of, or payment for, services shall not be construed to operate as a waiver of any rights or benefits to be provided under this Agreement. No covenant or term of this Agreement shall be deemed to be waived by the Town except in writing signed by the Town Council or by a person expressly authorized to sign such waiver by resolution of the Town Council of the Town of Avon, and any written waiver of a right shall not be construed to be a waiver of any other right or to be a continuing waiver unless specifically stated. 42. Binding Effect: The Parties agree that this Agreement, by its terms, shall be binding upon the successors, heirs, legal representatives, and assigns. 43. Limitation of Damages: The Parties agree that CivicPlus's remedies for any claims asserted against the Town shall be limited to proven direct damages in an amount to exceed amounts due under the Agreement and that Town shall not be liable for indirect, incidental, special or consequential damages, including but not limited to lost profits. Exhibit A Page 4 of 2 CivicPlus • 317 Houston St., Suite E • Manhattan, KS 66502 • www.CivicPlus.com Toll Free 888 - 228 -2233 • Accounting Ext. 215 • Support Ext. 307 • Fax 785 - 587 -8951 44. No Third Party Beneficiaries: Nothing contained in this Agreement is intended to or shall create a contractual relationship with, cause of action in favor of, or claim for relief for, any third party, including any agent, sub - consultant or sub - contractor of CivicPlus's. Absolutely no third party beneficiaries are intended by this Agreement. Any third - party receiving a benefit from this Agreement is an incidental and unintended beneficiary only. 45. Governing Law, Venue, and Enforcement: This Agreement shall be governed by and interpreted according to the law of the State of Colorado. Venue for any action arising under this Agreement shall be in the appropriate court for Eagle County, Colorado. To reduce the cost of dispute resolution and to expedite the resolution of disputes under this Agreement, the Parties hereby waive any and all right either may have to request a jury trial in any civil action relating primarily to the enforcement of this Agreement. The Parties agree that the rule that ambiguities in a contract are to be construed against the drafting party shall not apply to the interpretation of this Agreement. If there is any conflict between the language of this Agreement and any exhibit or attachment, the language of this Agreement shall govern. 46. Survival of Terms and Conditions: The Parties understand and agree that all terms and conditions of the Agreement that require continued performance, compliance, or effect beyond the termination date of the Agreement shall survive such termination date and shall be enforceable in the event of a failure to perform or comply. 47. Assignment and Release: All or part of the rights, duties, obligations, responsibilities, or benefits set forth in this Agreement shall not be assigned by CivicPlus without the express written consent of the Town Council for the Town of Avon. Any written assignment shall expressly refer to this Agreement, specify the particular rights, duties, obligations, responsibilities, or benefits so assigned, and shall not be effective unless approved by resolution or motion of the Town Council for the Town of Avon. No assignment shall release the Applicant from performance of any duty, obligation, or responsibility unless such release is clearly expressed in such written document of assignment. 48. Severabilitv: Invalidation of any of the provisions of this Agreement or any paragraph sentence, clause, phrase, or word herein or the application thereof in any given circumstance shall not affect the validity of any other provision of this Agreement. Acceptance We, the undersigned, agreeing to the conditions specified in this document, understand and authorize the provision of services outlined in this Agreement. Approved as to Form: Eric J. Heil, Town A PRAQO ? Date Sign and Fax this Copy And – Mail Two (2) Signed Originals Attn: Contract Manager CivicPlus Contract Manager 317 Houston St., Suite E Fax: 785 - 587 -8951 Manhattan, KS 66502 We will fax a counter - signed copy of the faxed contract back to you so we can begin your project. Upon receipt of two signed originals, we will counter -sign and return one copy for your files. -- Remainder of this page left intentionally blank— Exhibit A Page 5 of 2 CivicPlus • 317 Houston St., Suite E • Manhattan, KS 66502 • www.CivicPlus.com Toll Free 888 - 228 -2233 • Accounting Ext. 215 • Support Ext. 307 • Fax 785 - 587 -8951 Exhibit A - CivicPlus Project Deliverables Design & Project Overview Annual Fee One Time Fee • New design $0 $9,012 • Redevelop banner • Up to 3 graphic buttons to promote special services • Redevelop navigation method (may choose top drop -down or other options) • Select color scheme to match new graphics • Design setup — wireframe • Print this page option • Email this page option • Breadcrumbs • Sitemap • Redevelop graphic elements of website (Newsflash, FAQs, Calendar, etc.) • Project Management • Testing • Review • Content Migration — Includes retouching of all existing pages on the redesigned website to ensure proper formatting, menu structure, and application of new site styles. Note: Content will not be rewritten or pages broken up (shortened or resectioned) • Site styles and page layouts will be touched so all pages match the new design and migrate cleanly Add -On Options Inclusion of all standard modules (see module listing) Included Annual Increase $0 Total One -Time Fee $9,012 Discount for OJA - $4,750 Total Due upon signing $4,262 Exhibit A Page 6 of 2 CivicPlus • 317 Houston St., Suite E • Manhattan, KS 66502 • www.CivicPlus.com Toll Free 888 - 228 -2233 • Accounting Ext. 215 • Support Ext. 307 • Fax 785 - 587 -8951 Project Development Includes the Following: Modules Functionality • Agenda Creator Action Items Queue • Alerts Center & Emergency Alert Notification . Audit Trail / History Log • Archive Center . Automated PDF Converter • Bid Postings . Automatic Content Archiving • Business /Resource Directory . Content Library • Calendar . Dynamic Breadcrumbs • Carbon Calculator . Dynamic Sitemap • Document Center . Expiring Items Library • ePay . Graphic Link Administration • Facilities & Reservations . Links Redirect and Broken Links Finder • FAQs . Menu Management • Featured Info Module . Mouse -over Menu Structure • Forms Development Tool . Online Editor for Editing and Page Creation (WYSIWYG) • Healthy City Initiative . Online Web Statistics (Only with CivicPlus Hosting) • Intranet . Page Wizard w /Multiple Layouts • Job Postings . Printer Friendly /Email Page • Media Center . Rotating Content • My Dashboard . RSS • NewsFlash . Search Engine Registration • NotifyMe Email Subscription . Site Layout Options • Online Job Application w/1 Generic Application . Site Search & Entry Log • Opinion Poll . Slideshow • Permits & Licensing . User & Group Administration Rights • Photo Gallery . Web Page Upload Utility • Postcard Module . Website Administrative Log • Quick Links • Real Estate Locator • Request Tracker (5 users) Staff Directory Annual Support, Maintenance & Hostin g Service Include the Following: Support Maintenance of CivicPlus Hosting Application & Modules 7 -7 (CST) Mon -Fri (excluding holidays) Install Service Patches for OS Shared Web /SQL Server 24/7 Emergency Support Upgrades DNS Consulting & Maintenance Dedicated Support Personnel Fixes Monitor Bandwidth - Router Traffic 2 -hour Response during Normal Hours Improvements Redundant ISP Usability Improvements Integration Redundant Cooling Integration New & Upgraded Services Testing Natural Gas Powered Generator Proactive Support for Updates & Fixes Development Daily Tape Backup Online Training Manuals Usage License Intrusion Detection & Prevention Monthly Newsletters Antivirus Protection Phone Consulting Upgrade Hardware CivicPlus Connection CivicPlus University Exhibit A Page 7 of 2 CivicPlus • 317 Houston St., Suite E • Manhattan, KS 66502 • www.CivicP]us.com Toll Free 888 - 228 -2233 • Accounting Ext. 215 • Support Ext. 307 • Fax 785 - 587 -8951 Exhibit B - Annual Support, Maintenance and Hosting Services Current Annual Support, Maintenance and Hosting Fee Server Storage not to exceed 35 GB $10,560 Media Center Storage not to exceed 10 GB Annual Increase $0 New Annual Fee $10,560 (Effective upon Contract Signing) Annual Support, Maintenance & Hosting Service Include the Following: Support Maintenance of CivicPlus Hosting Application & Modules 7 -7 (CST) Mon -Fri (excluding holidays) Install Service Patches for OS Shared Web /SQL Server 24/7 Emergency Support Upgrades DNS Consulting & Maintenance Dedicated Support Personnel Fixes Monitor Bandwidth- Router Traffic 2 -hour Response during Normal Hours Improvements Redundant ISP Usability Improvements Integration Redundant Cooling Integration New & Upgraded Services Testing Natural Gas Powered Generator Proactive Support for Updates & Fixes Development Daily Tape Backup Online Training Manuals Usage License Intrusion Detection & Prevention Monthly Newsletters Antivirus Protection Phone Consulting Upgrade Hardware CivicPlus Connection CivicPlus University Exhibit B 1 of 1 CivicPlus • 317 Houston St., Suite E - Manhattan, KS 66502 • www.CivicPlus.com Toll Free 888 - 228 -2233 • Accounting Ext. 215 • Support Ext. 307 • Fax 785 - 587 -8951