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2009/05/01 Icon Enterprises, Inc. CivicPlus computer services • )'(CivicPlus Next Generaflon Govemment Websltes Project Development&Support Agreement for City of Menifee, Co. Organization City of Menifee URL hqp://www.cityofinenifee.us/ Street Address 29714 Haun Rd Address 2 City Menifee State CA Postal Code 92586 CivicPlus provides telephone support for all trained clients from lam —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 to ensure CivicPlus has current updates. Emergency Contact&Mobile Phone Emergency Contact&Mobile Phone Emergency Contact&Mobile Phone Billing Contact Julie Woodruff Email joodruff@cityofinenifee.us Phone 951-672-6777 Ext. Fax 951-679-3843 Billing Address 29714 Haun Rd Address 2 City Menifee State CA Postal Code 92586 Tax ID# 94-3439857 Sales Tax Exempt# Billing Terms Annual Account Rep Kevin Conroy Info Required on Invoice(PO or Job#) Contract Contact Julie Woodruff Email joodruff@cityofinenifee.us Phone 951-672-6777 Ext. Fax 951-679-3843 Project Contact Julie Woodruff Email joodruff@cityofinenifee.us Phone 951-672-6777 Ext. Fax 951-679-3843 TERMS & CONDITIONS Client Deliverable 1. Icon Enterprises,Inc.,d/b/a CivicPlus will create a unique website for City of Menifee(Client)that includes all functionality as defined in Exhibit A—Project Development Services,attached hereto. Such services shall be performed to the satisfaction of the city. 2. The City 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 one-time 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 City. Additional Services 3. 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. 4. Client may contract with CivicPlus for additional Annual Support,Maintenance&Hosting services that exceed those defined in Exhibit B—Annual Support,Maintenance&Hosting Services.CivicPlus will invoice Client for annual services immediately prior to project Go-Live. Page 1 of 4 CivicPlus a 317 Houston St.,Suite E e Manhattan,KS a www.CivicPlus.com Toll Free 888-228-2233•Accounting Ext 215 a Support Ext 307 a Fax 785-587-8951 • -tCIVICPlus Next Generatlon Govemmeni WebsHes Project Development&Support Agreement for City of Menifee, Co. 5. 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. 6. Additional module upgrades may be purchased and activated at any time. Billing&Payment Terms 7. One-third of the total Project Development fee will be billed upon completion of design;one-third of the total Project Development fee will be billed upon completion of content. The remainder of the Project Development fee and any additional Project Development services will be invoiced upon Go-Live. 8. Invoicing for Annual Support,Maintenance&Hosting will begin four months from the date this contract is signed by the client,or upon project Go-Live whichever happens sooner. 9. Fees for CivicPlus Annual Support,Maintenance&Hosting services are invoiced prior to the year of service and are due by the first of the following month. 10. Project Development invoices are due by the first of the following month. 11. Annual Support,Maintenance&Hosting invoices may be prorated in order to correlate with the Client's budget year. 12. Annual Support,Maintenance&Hosting invoices are due on the date annotated. 13. Service may be discontinued if payment is not made within 45 days after the invoice due date. 14. If the account exceeds 90 days past due,the web service may be removed and the data will be erased. Agreement Renewal 15. Either party may terminate the Annual Support,Maintenance&Hosting Agreement at the end of the contract term by providing the other party with 60 days written notice,prior to the contract renewal date. 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 remainder of the contract is due within 15 days of termination. 18. Each year this Agreement is in effect,charges for Annual Support,Maintenance&Hosting services will be increased by CivicPlus by no more than 3%per annum. 19. Either party may terminate this agreement upon 30 days prior written notice. 20. Either party may terminate this agreement for cause. Support 21. 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 only provided on a 24/7/365 basis for emergency contacts named by the Client.Client is responsible for providing CivicPlus with contact updates. 22. Support includes providing technical support of the CivicPlus CMS System, 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. Page 2 of 4 CivicPlus•317 Houston St.,Suite E•Manhattan,KS•WWW.CivicPlus.com Toll Free 888-228-2233•Accounting Ext 215•Support Ext 307•Fax 785-587-8951 • -tcivicPlus Next Generation Government Websites Project Development&Support Agreement for City of Menifee, Ca. 23. 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 System and reported to CivicPlus by the client, such warranty to include ongoing maintenance upgrades and technical error correction. 24. CivicPlus provides online website statistics software at no extra charge. If Client desires to use another website statistic software, CivicPlus will provide the necessary log file access. Marketing 25. If applicable,Client agrees 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.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. 26. Client will cooperate 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. 27. Client will cooperate with the CivicPlus Marketing Department to create a case study related to their website. 28. 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 29. This Agreement is not a sale of the CivicPlus Content Management System(CMS)and its associated applications and modules(the Proprietary System).CivicPlus owns the Proprietary System and provides a right of use to the Client during the period of this Agreement.Rights are non-transferable. 30. Upon full and complete payment of submitted invoices for the development of graphic designs,web content,page designs and banners("Customer Content"),client will own the Customer Content that is incorporated into the Proprietary System in the course of using the Proprietary System. 31. 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. 32. Client shall not(i)license,sublicense, sell,resell,transfer,assign,distribute or otherwise commercially exploit or make available to any third party the Proprietary System in any way;(ii)modify or make derivative works based upon the Proprietary System;(iii)create Internet"links"to the Proprietary System or"frame"or"mirror"any functionality on any other server or wireless or Internet-based device;or(iv)reverse engineer or access the Proprietary System in order to(a) build a competitive product or service,(b)build a product using similar ideas,features,functions or graphics of the Proprietary System,or(c)copy any ideas,features,functions or graphics of the Proprietary System. 33. The CivicPlus name,the CivicPlus logo,and the product and module names associated with the Proprietary System are trademarks of CivicPlus, and no right or license is granted to use them. Indemnification 34. Civic Plus shall defend and indemnify City for the right to use the CMS 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. Page 3 of 4 CivicPlus•317 Houston St.,Suite E•Manhattan,KS•WWW.CiviOlus.com Toll Free 888-228-2233•Accounting Ext 215•Support Ext 307•Fax 785-587-8951 10vicPIUS Next Genmatlon Govemment Websffm Project Development&Support Agreement for City of Menifee, Ca. 35. 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. 36. Miscellaneous: a. This agreement may be amended only in writing signed by both parties. b. This agreement in its entirety,including attached exhibits,constitute the entire agreement of the parties and supersedes any and all other agreements,whether written or oral.No waiver of any term or condition of this agreement shall be construed as a waiver of that term or condition or of any other part of the agreement c. d. This agreement shall be interpreted under the laws of the state of California with venue in Averside County. e. In the event of litigation to enforce this Agreement,the prevailing party shall be entitled to attorney fees and costs as determined by the court. f. This agreement may not be assigned by CivicPlus,nor may it be assigned by the City of Menifee Acceptance We,the undersigned,agreeing to the conditions specified in this document,understand and authorize the provision of services outlined in this Agreement. S ! 0 Name G wo R Ir . (� �. D to City of Menifee CA A/V':J� (q P19-1 -0 A_,4L (� D� Na Date CivicPlus 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-- Page 4 of 4 CivicPlus•317 Houston St.,Suite E•Manhattan,KS•www.CivicPlus.com Toll Free 888-228-2233•Accounting Ext 215•Support Ext 307•Fax 785-587-8951 • 0VICMUS Next Generallon Govemment WebsHes License and Service Agreement for City of Menifee,CA. Exhibit A—Project Development Services Provided below is a project estimate based upon deliverables in your website design.Additional options may be added in phases or as desired. Consulting, Design, Setup, Programming and Training Options All Quotes are in US Dollars.Quote expires on April 30.2009 -- --._._..._.........._._....- -- ........._.............................................................-.-._....................._............... Project Development Fee (See Project Details) $20,000 One-Time cost includes Civicfts Content Management System and all the following: Modules Functionality 0 Archive Center 17 Action Items Queue 17 Bid Postings(1 Category) 17 Audit Trail/History Log 17 Blog 17 Author&Publisher Rights I@ Bulletin Board 17 Automated PDF Converter 0 Business/Resource Directory 0 Automatic Archiving of Content 17 Calendar © Broken Link Finder 17 Carbon Calculator 9 Dynamic Breadcrumbs © Document Center N Dynamic Sitemap 17 Emergency Alert Notification 19 Expiring Items Library 17 Facilities&Reservations(50 Facilities) 17 Graphic Link Administration 17 FAQs 17 Links Redirect 17 Featured Info Module 17 Menu Management 0 Forms Development Tool(2 Forms-Client Develops) 17 Mouse-over Menu Structure © Healthy City Initiative 17 Online Editor for Editing and Page Creation • Intranet(1 group) 9 Online Web Statistics(Only with CivicPlus Hosting) 17 Job Postings(1 Category) 17 Page Wizard for Preformatted Page Options 17 News Flash 9 Printer Friendly/Email this Page © Notify Me Email Subscription 17 Rotating Content • Online Job Application(1 Generic Application) 17 Search Engine Registration 0 Opinion Poll 17 Site Layout Options 0 Photo Gallery(50 Photos) 17 Site Search&Entry Log Quicklinks 0 Web Page Upload Utility 2 Request Tracker(5 Users) 17 Website Administrative Log 0 Real Estate Locator(25 Properties) 9 RSS 17 Staff Directory 17 Slideshow 0 Where Do I... (1 File Upload) 17 User/Group Permission System Module Upgrades(included in one-time cost) Functionality Upgrades(included in one-time cost) • None I • None Exhibit A-Page 1 of 3 • OACPIUS Next Generation Government Websites License and Service Agreement for City of Menifee,CA. As we develop your project,your development team may come up with more ideas for enhancing your visitors'website experience. These optional add-ons and the associated costs are shown below. Project Details Optional Fee Fee Pre-Implementation Options ➢ Onsite Kickoff Meeting(Optional) • Project Kick-off meeting with departments 0 Assign information gathering tasks. Add$4,900 to provide overview of website project, 0 Deliverable:A document summarizing the Optional capabilities and introduction of effective meetings,along with analysis,and website communication. recommendations.Design information • Two day meeting with website committee to gathered. discuss design goals and review audience . Quote includes all travel expenses. goals. • Discuss design and layout standards with website committee. ➢ Onsite Strategic Planning Meeting with Individual Departments(Optional) • Interpretation of current departmental • Deliverable:A document summarizing the Add$7,000 processes and services resulting in meetings,along with analysis,and $2,200 per recommendations for website solutions. recommendations. Design information additional day(up • Two days of meetings with up to 12 gathered. to 6 departments departments. • Quote includes all travel expenses. each day) Optional Objective 1: Establishing Your Site's Focus ➢ Phase 1:Analysis and Timeline Development • Identify custom modules and integration • Establish project timeline. $3,625 projects. • Coordinate the DNS details. • Phone interviews with departments and Deliverable:Project Timeline and gather information. worksheets. • Review current site statistics,if they are available. ➢ Phase 2:Website Design • Create a professional and attractive"look • Modify design with input from client. $6,250 and feel"for the entire website. Determine customization of modules or • Create the layout for each page, custom development projects and provide incorporating photographs,graphic estimates for project changes. illustrations,topic headings and dynamic • Deliverable: Website Design Composition. components. ➢ Phase 3: Navigation Architecture Development • Develop the global navigation and sub- 0 Determine optimum taxonomy structure. $580 navigation,persistent navigation,and Deliverable:Navigation structure optimized resource links for the client's website. for your website. Optional:Onsite Meeting for Individualized Content Planning(up to 12 departments) Add$7,300 Optional • 2 days of onsite meetings. • Review functionality and how it applies to • Analysis of call log. individual sections. • Review assignments. • Deliverable: Presentation on best practices, • Review individual section's navigation. review worksheet assignments and review • Identify services and needs of departments. design composite. • Demonstrate best website practices. a Quote includes travel expenses. Phase 4:Modules and Site set-up • Setup dynamic elements on pages. • Deliverable:Setup a fully functional site,the $4 188 • Additional modules may be established software that runs the site,and statistical based upon recommendations in Phase 1. analysis for the site. Exhibit A-Page 2 of 3 • Next Generatlon Government Websltes License and Service Agreement for City of Menifee, CA. Project Details Optional Fee Fee Objective 2: Content Development and Page Layout Phase 5:Content Development • Develop sitemap as pages are developed. • Approximately 100 standard pages will be Add$1,350 per50 $2,900 • Gather content worksheets from your developed.(You will have the ability to create additional pages departments and contact departments as unlimited pages after training) needed for additional content. a Ongoing review with your staff as major areas • Develop new web pages as needed with are developed. assistance from client and migrate existing • Deliverable:Website content development content. and module content. ➢ Phase 6: Test and Review/Establish Future Expectations • Make final revisions to website. 0 Review ongoing responsibilities of department $2,573 • Quality Assurance review of new website. heads and administrative staff. • Deliverable: List of items that need to be addressed. Objective 3: Equipping Your Staff for Successful Website Maintenance ➢ Phase 7:Consulting and Training for Your Trainers or Website Administrator Basic Page Admin Training Basic Module Admin,Training&Use • Basic page development using Page Wizards a Slideshow and Images;Document Center;News Flash;Staff Directory;Opinion • Applying modules to pages Poll, Resource Directory;Calendar;FAQs;QuickLinks;RSS; • Applied use and usability consulting Advanced Module Admin,Training&Use • Effective communication through your website Archive Center,Notify Me,Intranet, Emergency Alert Notification(Single Page Push) Basic System Admin Training • Set up groups and users • Establish permissions Train the Trainer-16 hours online phone training and consulting for up to two(2)employees. Optional S2,400 On-Site Training 3 eight-hour days of On-Site Training and Usability Consulting for $7,000 Content Administrators(up to 10 employees)Quote includes travel expenses Training in Manhattan,KS Eight-hour days On-Site Training and Usability Consulting for Content Optional Administrators(up to 10 employees)in our Manhattan,KS office.Client is responsible for all travel-related $1200/day arrangements and expenses. Additional Option:One day of Onsite Consulting with department administrators to review the website and Optional additional time for basic learners.Review website procedures.Must be combined with onsite training above. $2,500 Objective 4:Website Deployment ➢ Phase 8:Go-Live and Project Review • Launch site. a Deliverable: Final project review report. $2,725 • Gather feedback from staff involved in project Optional:Content Fixes— this is a site review and clean-up;the Quality Control team will clean up the site, Optional correcting any issues found in pages that were created by client staff. Varies based on# ofpages reviewed Optional: Website Presentation —one day of onsite meetings to present website to stakeholders. Quote Optional includes travel expenses Add$3,700 ➢ Phase 9: Marketing • Registration of site with all major search engines. $250 Phase 10:Ongoing Consultation • Site review and consulting. a Recommend site enhancements for improved Included • Layout,design and content recommendations. visitor interaction. Total $30,090 Discount $10,090 Total Project Development Fee Varies $20,000 Exhibit A-Page 3 of 3 ACIVICPIUS Next Generatlon Govemment Websfles License and Service Agreement for City of Menifee,CA. Exhibit B — Annual Support, Maintenance & Hosting Services Annual Support, Maintenance&Hosting Fee I $5,000 Server Storage Not to Exceed 20 GB Optional Monthly Pay Plan(includes$10/monthly surcharge) $427 Annual Support,Maintenance&Hosting Includes: Hosting CivicPlus Application&Modules Support Shared Web/SQL Server Install Service Patches for OS 7am-7pm(Central),Monday-Friday DNS Consulting&Maintenance Upgrades (excluding holidays) Monitor Bandwidth-Router Traffic Fixes 24/7 Emergency Support Redundant ISP Improvements Dedicated Support Personnel Redundant Cooling Integration 2 hour response Natural Gas Powered Generator Testing Usability Improvements Daily Tape Backup Development Integrate New&Upgraded Intrusion Detection&Prevention Usage license Services Antivirus Protection Proactive support for updates& Upgrade Hardware fixes Online Training Manuals Monthly Newsletters Phone Consulting --Remainder of this page left intentionally blank-- Exhibit B-Page 1