HomeMy WebLinkAboutNetimage Media Inc Elementcms 2.3 Product and Services Contract -2006 02 07
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MEDIA
ELEMENTCMS 2.3 PRODUCT
AND SERVICES CONTRACT
Project Name: City of Winter Springs ElementCMSdty License, Integration, Training, Support and
Maintenance
BETWEEN
THIS AGREEMENT executed and dated for reference the 7th day of February, 2006.
AND
Netimage Media Inc.
("we", "us", "our" or "the Contractor" as applicable) at the
following address:
#514 - 737 Yates St
Victoria, BC
V8W 1L6
Telephone: 250-385-8051
AGREES AS FOLLOWS:
City of Winter Springs
("you", "your" or "the Client" as applicable) at the the
following address:
1126 East State Road 434
Winter Springs, Florida
32708
Telephone: 407-327-7571
The attached schedules are applicable to and form an Integral part
of this agreement:
Schedule 'A' Services
Schedule 'B' Contract Payment
1. The Contractor agrees to provide the services as described
in Schedule A (the "Services") in accordance with this
agreement and within the term described In Schedule B,
regardless of the date of execution or delivery of this
agreement.
2. The Contractor agrees to perform the Services to a
standard of care, skill, and diligence maintained by persons
providing, on a commercial basis, services similar to the
Services.
3. The Contractor agrees not hire the services of any person
or company in circumstances which, In reasonable opinion,
could give rise to a conflict of interest between the
Contractor and the Contractor's duties to the Client and
that person or subcontractor's duties to the Client, or that
would hinder the deliverance of the Services in any way.
4. The Client agrees to make available to the Contractor a
corporate liaison who will be available at reasonable times
to provide the Contractor with materials and information as
required to enable the Contractor to complete the Services
within the specified time frame.
5. The Contractor agrees to comply with the Client's
Instructions in performing tasks necessary In the
performing of the Services.
6. The Contractor agrees that upon the Client's request, they
will fully Inform the Client of all work done in connection
with providing the Services.
7. The Client agrees to permit the Contractor at all reasonable
times to Inspect and have full access to all materials
needed in completion of the Services.
8. The Contractor agrees to treat as confidential all material
of the Client and not permit its disclosure without prior
written consent except as required by applicable law,
including the Freedom of Information and Protection of
Privacy Act.
9. The Client agrees to treat as confidential all of the
Contractor's Material and not permit its disclosure without
prior written consent except as required by Applicable
law, including the Freedom of Information and Protection
of Privacy Act.
10. The Client agrees not to assign the Contractor's rights
under this agreement without our prior written consent or
without the prior written consent of the City Commission
of the City of Winter Springs.
11. It is agreed that any equipment provided to the
Contractor during this agreement by the Client Is the
exclusive property of the Company and must be delivered
to the Company immediately following expiration of this
agreement, or sooner upon the request of the Company,
in the same condition in which it was supplied to the
Company save and exempt reasonable wear and tear.
12. The Contractor agrees to employ a sufficient number of
competent English literate personnel to enable the timely
completion of the Services.
13. The Contractor agrees to comply with all applicable laws.
PAYMENT
14. The Client agrees to pay the Contactor for the Services at
the rates and times described in Schedule B.
15. Unless otherwise specified In this agreement, all
references to money are to Canadian dollars.
City of Winter Springs Contract
Pg 1 of 3
NON-COMPUANCE WITH AGREEMENT CONDmONS
16. If the Client falls to meet Its obligations under Schedule
B, the Contractor may, at Its sole discretion:
a. permit the Services to continue, giving the Client a
time limit for payment; or
b. suspend all or a part of the Services giving the
Client a time limit for payment.
The acceptance of either of these remedies by the
Contractor does not relieve the Client from any other
obligation under this agreement.
17. Where the Contractor has set a time limit for payment
and, In their sole discretion, the Client falls to meet the
time limit, the Contractor may employ whatever means
necessary to rectify the non-payment, which may Include
termination of the agreement and or legal action, and the
Client agrees to pay all reasonable costs incurred In
rectifying the non-payment.
TERMINATION
18. The Contractor may terminate this agreement for any
reason by providing five days written notice of termination
to the Client. If the Contractor does so for any reason
other than the Client's failure to comply with this
agreement, the Contractor agrees to return any
payment(s) made to the Contactor for any portion of the
Services that were not completed. This action will
discharge the Contractor from all liability to the Client
under this agreement.
GENERAL
24. This agreement and any modification of It constitutes the
entire agreement between the Client and the parties as to
performance of the Services.
2S. If government regulations or controls, fire, Acts of God, or
any other causes beyond the Client's or the Contactor's
control, prevents either party from complying with this
Agreement, then such party shall be excused from
complying, after all reasonable efforts have been
exhausted to comply. Such an event of force majeure
shall not give rise to any claim for damages, or result in
any Increase In the contract price.
26. Nothing contained In this Agreement shall be construed as
a waiver of the City's right to sovereign Immunity under
Section 768.28, Florida Statutes, or other limitations
Imposed on the City's potential liability under state or
federal law. .
27. Clauses 8 and 9 continue in force Indefinitely, even after
this agreement ends.
28. The schedules to this agreement are part of this
agreement.
29. Any project times are based on Pacific Standard Time
(PST) unless otherwise agreed upon.
19. The Contractor are an independent contractor and not the 30. The Contractor Is fully licensed and Insured for the sale
Client's employee, agent, or partner. and service of the software.
20. If the Client Is a corporation, the Client represent and
warrants that the Client has authorized the Client's
signatory to enter Into and execute this agreement on
behalf of the Client without affixing the Client's common
seal.
21. This Agreement shall be construed and enforced in
accordance with the laws of the State of Florida. The
parties further agree that any dispute between them
relating to this Agreement, exclusive jurisdiction shall be In
the trial of courts located In Seminole County, Florida, and
any objections as to jurisdiction or venue in such courts
being expressly waived.
22. A waiver of any term of this agreement or of any breach
by the Client of this agreement Is effective only If It Is In
writing and signed by the Contractor and Is not a waiver of
any other term or any other breach.
23. No modification of this agreement Is effective unless It Is In
written and signed by the parties.
SIGNED AND DEUVERED on behalf of Netlmage Media Inc. (or
by an authorized represe e of N e . Inc.)
(Authorized Representative of Netimage Media Inc.)
lJLL~' C~V 4{'r,ovl/\fE~e <--.
PRINTED NAME of Authorized Re resentative of Netima e Media Inc.
SIGNED AND DELIVERED by or on behalf of City of Winter
Sprlng~ (or by an authorized Signatory of City of Winter Springs)
J~IV.~ ~
(Authorized Representative of City of Winter Springs)
City of Winter Springs Contract
Pg 2 of 3
SCHEDULE A
SERVICES
RE: City of Winter Springs ElementCMScity License, Integration, Training, Support and Maintenance
Attachment to the Agreement with City of Winter Springs for license, integration, deployment, testing, training, support and maintenance
of ElementCMSCi'Y 2.3b content management system.
Netimage Media shall provide the following Services:
. ElementCMScily 2.3b unlimited site server license with the following restrictions:
o Valid for unlimited base domains and accompanying sub domains and mirrors
o Valid for use within a single organization (City of Winter Springs)
o Valid for use internally by fifty (50) named users.
· Integration of indexlhome page and one (I) subpage from City of Winter Springs website.
User and Administration training during project according to project schedule.
· Technical support for one (I) year following date of project delivery with following limitations:
o 25 EmaiVOnline Trouble Ticket support incidences per month
o 5 Phone support incidences per month
o 24 hour response time for email and phone support
· Maintenance of application for one (I) year following date of project delivery.
o Includes all updates, patches, and 2.x generation upgrades.
Installation of E1ementCMS Spell Check Module
SCHEDULE B
CONTRACT PAYMENT
RE: City of Winter Springs ElementCMScity License, Integration, Training, Support and Maintenance
Attachment to the Agreement with City of Winter Springs for license, integration, deployment, testing, training, support and maintenance
of ElementCMSc:i'y 2.3b content management system.
· Fees payable to Netimage Media by City of Winter Springs: $11,620.00 USD
Fees are broken down at the following reduced rates:
· $10,000 USD unlimited site server license for ElementCMScity 2.3b.
WAIVED for one (I) year of ElementCMS support and maintenance.
· $1,000 USD for integration of two (2) templates.
· WAIVED for user, administration, and ecommerce training.
$620.00 USD for ElementCMS Spell Check Module
· ElementCMS support and maintenance is billed in subsequent years at the start of each year at a rate of 20% of the license
price ($10,000.00 USD). This is mandatory as long as the system is in use by City of Winter Springs.
· Fees to be payable in the following installments:
1. $5,810.00 USD (50%) initial payment prior to project launch (non-reCundable).
2. $3,834.60 USD (30%) due once templates are complete.
3. $1,975.40 USD (20%) due once system has been installed on client server and ready Cor deployment
SIGN<\TURE HERE by-or on behalf of City of Winter Springs
(or by an authorized signllt9fy of City of Winter Springs)
signifies agreement to Sched\JIeA and Schedule B.
First installment payable as initial deposit and indication of contract acceptance.
Invoice delivered prior to payment of each installment.
~~~~
(Authorized Representative of City of Winter Springs)
Ronald W. McLemore, City Man~ger
PRINTED NAME of Authorized Representative of City of
Winter Springs
City of Winter Springs Contract
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