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HomeMy WebLinkAboutResolution No. 2016-103CITY OF THE COLONY, TEXAS RESOLUTION NO. 2016-j D A RESOLUTION OF THE CITY OF THE COLONY, TEXAS AUTHORIZING THE CITY MANAGER TO EXECUTE A MASTER SERVICES AGREEMENT WITH CIVICPLUS FOR THE REDSIGN AND/OR MIGRATION OF SEVERAI, CITY WEBSITES PROVIDING AN EFFECTIVE DATE NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF THE COLONY, TEXAS: Section 1. That the City Council of the City of The Colony, Texas hereby authorizes the city manager to execute a master services agreement with CivicPlus of Manhattan, Kansas, in the amount of $43,770.00 for the redesign and/or migration of several City websites including thecolonytx.gov, visitthecolonytx.com, thecolonypl.org, tcfivestar.com, libertybythelake.com, saluteamericanheroes.com, and thecolonycdc.com. Section 2. That a true and correct copy of the agreement is attached hereto and incorporated herein. Section 3. That this resolution shall take effect immediately from and after its passage. PASSED AND APPROVED by the City Council of the City of The Colony, Texas this 20" day of December, 2016. ST: Tina Stewart, TRMC, City Secretary APPROVED AS TO FORM: _ G J e McCou , Mayor City of The Colony, Tex xf SEAL t TEXAS C:Yl Cp Master Services Agreement for The Colony, TX Master Services Agreement THIS Master Services Agreement ("Agreement') is agreed to by and between CivicPlus, Inc., d/b/a CivicPlus ("CivicPlus") and The Colony, Texas ("Client") (jointly, "Parties") and shall be effective as of the later date of signing indicated at the end of this Agreement ("Effective Date") RECITALS WHEREAS, CivicPlus is engaged in the business of developing, marketing and selling custom community engagement and government management platforms and services that include but are not limited to web sites, web interfaces and portals and proprietary software systems and associated modules, in addition to project development, design, implementation, support and hosting services for same, WHEREAS, Client wishes to engage in a relationship with CivicPlus for such services and/or license for use of proprietary software developed and owned by CivicPlus, WHEREAS, Client and CivicPlus have agreed to certain terms as set forth in this Agreement by this written instrument duly executed by the Parties, NOW, THEREFORE, Client and CivicPlus agree as follows* Term & Termination 1 The term of this agreement shall be the later of 1 year from the Effective Date or the termination or expiration of any associated Statement of Work ("SOW') 2 Either Parry may terminate this Agreement or any associated SOW after the initial one year term by providing the other Party with 60 days written notice 3 Unless terminated by either Party pursuant to Section 2, this Agreement will renew another 1 -year term 4 Notwithstanding the above in the event this Agreement or any SOW is terminated, any outstanding invoices for Project Development shall become due in full and any outstanding Annual Services shall be prorated from the beginning of the renewal term to the date of termination Statements of Work 5 CivicPlus agrees to perform services and/or produce deliverables in accordance with the Statement(s) of Work in consideration of the fees described in the same Statement(s) of Work Multiple and successive Statement(s) of Work may be entered into hereto Such Statement(s) of Work are incorporated into this Agreement by reference and subject to the terms & conditions contained herein pursuant to Section 22 Invoicing & Payment Terms 6 Invokes shall be sent electronically in the manner described in the relevant Statement of Work Upon request CivicPlus will mall invoices and the Client will be charged a $5 00 convenience fee Payment shall be due 30 days from date of invoice Unless otherwise limited by law, a finance charge of 2 9 percent (%) per month or $5 00, whichever is greater, will be added to past due accounts Payments received will be applied first to finance charges, then to the oldest outstanding invoice(s) If a client change in timeline causes CivicPlus to Incur additional expenses (i a airline change fees), Client agrees to reimburse CivicPlus for those fees Not to exceed $1,000 per CivicPlus resource per trip Ownership & Content Responsibility 9 Upon full and complete payment of submitted Invoices for any SOW Project Development Fees, Client will own the Customer Content (defined as any website graphic designs webpage or software content, module content, Importable/exportable data, and archived information as created by CivicPlus on behalf of Client pursuant to this Agreement) 10 Upon completion of any SOW Project Development, Client will assume full responsibility for website, software or module content maintenance and 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 11 Client agrees that CivicPlus shall not migrate, convert, or port content or Information that could reasonably be construed to be time -sensitive, such as calendar or blog content. In any project. CivicPlus • 302 S 4'^ Street. Suite 500 • Manhattan. KS 66502 • www CivicPlus com Toll Free 888-228-2233 • Accounting Ext 291 • Support Ext. 307 • Fax 785-587-8951 V MSA 03 01 16-0000 MSA Page 1 of 3 64 CPMaster Services Agreement for The Colony, TX Intellectual Property & Ownership 12 Intellectual Property of any software or other original works created by CivicPlus prior to the execution of this Agreement ("CivicPlus Property") will remain the property of CivicPlus. 13 Client shall not (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party any CivicPlus Property in any way, (it) modify or make derivative works based upon any CivicPlus Property, (iii) create Internet "links" to the CivicPlus Property software or "frame" or "mirror" any CivicPlus Property administrative access on any other server or wireless or Internet -based device, or (iv) reverse engineer or access any CivicPlus Property in order to (a) build a competitive product or service, (b) build a product using similar ideas features, functions or graphics of any CivicPlus Property, or (c) copy any ideas, features, functions or graphics of any CivicPlus Property The CivicPlus name, the CivicPlus logo, and the product and module names associated with any CivicPlus Property are trademarks of CivicPlus, and no right or license is granted to use them Indemnification 14 To the extent permitted by the law of Client's state, Client and CivicPlus shall defend, indemnify and hold the other Party harmless its partners, employees, and agents from and against any and all lawsuits, claims, demands, penalties, losses, fines, liabilities, damages, and expenses including attorney's fees of any kind, without limitation, in connection with the operations of and installation of software contemplated by this Agreement, or otherwise ansing out of or in any way connected with the CivicPlus provision of service and performance under this Agreement This section shall not apply to the extent that any loss or damage is caused by the gross negligence or willful misconduct on the part of either party Liabilities 15 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 Client 16 CivicPlus will not be liable for any failure of performance that is caused by or the result of any act or omission by Client or any entity employed/contracted on the Client's behalf 17 Client agrees that it is solely responsible for any solicitation, collection, storage, or other use of end-users' Personal Data on any website or online service provided by CivicPlus Client further agrees that CivicPlus has no responsibility for the use or storage of end-users' Personal Data in connection with the website or the consequences of the solicitation, collection, storage, or other use by Client or by any third party of Personal Data 18 To the extent it may apply to any service or deliverable of any SOW, user logins are for designated individuals chosen by Client ("Users") and cannot be shared or used by more than one User Client will be responsible for the confidentiality and use of User's passwords and user names Client will also be responsible for all Electronic Communications, including those containing business information, account registration, account holder information, financial information, Client Data, and all other data of any kind contained within emails or otherwise entered electronically through any CivicPlus Property or under Client's account CivicPlus will act as though Client will have sent any Electronic Communications it receives under Client's passwords, user name, and/or account number Client shall use commercially reasonable efforts to prevent unauthorized access to or use of any CivicPlus Property and shall promptly notify CivicPlus of any unauthorized access or use ofany CivicPlus Property and any loss or theft or unauthorized use of any User's password or name and/or user personal information 19 Client shall comply with all applicable local, state, and federal laws, treaties regulations, and conventions in connection with its use of any CivicPlus Property Force Majeure 20 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, not, war, national emergency, act of Government, act of public enemy, or other cause of similar or dissimilar nature beyond its control Taxes 21 It is CivicPlus' policy to pass through sales tax in those jurisdictions where such tax is required If the Client is tax-exempt, the Client must provide CivicPlus proof of their tax-exempt status, within fifteen (15) days of contract signing, and this agreement will not be taxed If the Client's state taxation laws change, the Client will begin to be charged sales tax in accordance with their jurisdiction's tax requirements and CivicPlus has the right to collect payment from the Client for past due taxes CivicPlus • 302 S 0' Street, Suite 500 • Manhattan, KS 66502 • www CivicPlus corn Toll Free 888-228-2233 • Accounting Ext. 291 • Support EM 307 • Fax 785-587-8951 V MSA 03 01 16-0000 MSA Page 2 of 3 65 C;) Master Services Agreement for The Colony, TX Other Documents 22 The following are to be attached to and made part of this Contract a Exhibit A - Statement(s) of Work 23 In the case of any conflict between the terms of this Agreement and any incorporated documents, such conflicts shall be resolved with the incorporated documents taking the following order of precedence a This Master Services Agreement, b Exhibit A - Statement(s) of Work in descending order of execution (for example, the most recent SOW will control over other in the event of a conflict in terms) Interlocal Purchasing Consent 24 This Agreement and any attached SOWs may be extended to any public entity in the State of Texas to purchase at SOW prices in accordance with the terms stated herein Miscellaneous Provisions 25 The invalidity, in whole or in part, of any provision of this Agreement shall not void or affect the validity of any other provision of this Agreement 26 No amendment or change to this Agreement or any included SOW shall be effective unless by a written instrument executed by each of the Parties Acceptance We the undersigned, agreeing to the conditions specified in this document, understand and consent to the terms & conditions of this Agreement �w Clien Date CivicPlus Date Sign and E-mail the entire contract with exhibits to: C o ntracts(o) C ivi cP I us. com We will e-mail a counter -signed copy of the contract back to you so we can begin your project. CivicPlus does not require a physical copy of the contract, however, if you would like a physical copy of the contract, mail one (1) copy of the contract with original signature to: CivicPlus Contract Manager 302 S 410 Street, Suite 500 Manhattan, KS 66502 Upon receipt of signed original, we will counter -sign and return the copy for your files CivicPlus • 302 S 4'h Street, Suite 500 • Manhattan, KS 66502 - www CivicPlus com Toll Free 888-228-2233 - Accounting Ext 291 - Support Ext. 307 • Fax 785- 587-8951 V MSA, 03 01 16-0000 MSA Page 3 of 3 66 CPMaster Services Agreement for The Colony, TX Other Documents 22 The following are to be attached to and made part of this Contract a. Exhibit A - Statement(s) of Work 23 In the case of any conflict between the terms of this Agreement and any incorporated documents, such conflicts shall be resolved with the incorporated documents taking the following order of precedence a This Master Services Agreement, b Exhibit A - Statement(s) of Work in descending order of execution (for example, the most recent SOW will control over other in the event of a conflict in terms). Interlocal Purchasing Consent 24 This Agreement and any attached SOWs may be extended to any public entity in the State of Texas to purchase at SOW prices in accordance with the terms stated herein. Miscellaneous Provisions 25 The invalidity, in whole or in part, of any provision of this Agreement shall not void or affect the validity of any other provision of this Agreement 26. No amendment or change to this Agreement or any included SOW shall be effective unless by a written instrument executed by each of the Parties Acceptance We, the undersigned, agreeing to the conditions specified in this document, understand and consent to the terms & conditions of this Agreement - ,tet - CivicPlus Date 12/21/2016 Date Sign and E-mail the entire contract with exhibits to: ContractsCCI)C ImPlus. com We will e-mail a counter -signed copy of the contract back to you so we can begin your project, CivicPlus does not require a physical copy of the contract, however, if you would like a physical copy of the contract, mail one (1) copy of the contract with original signature to: CivicPlus Contract Manager 302 S. 41 Street. Suite 500 Manhattan, KS 66502 Upon receipt of signed original, we will counter -sign and return the copy for your files ClvicPlus - 302 S. 4"' Street, Suite 500 - Manhattan. KS 66502 • www CivicPlus com MSA Page 3 of 3 66 Toll Free 888-228-2233 • Accounting Ext. 291 • Support Ext 307 • Fax 785-587-8951 V MSA.03 01 16-0000