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CONNECTING YOU &YOUR COMMUNITY
Website Redesign, Hosting, and Support
Quote for Medina, Washington
Dennis Cimatu
PO Box 2235 Tallahassee, FL 32316
850.692.7034 dennis@municode.com
LETTER OF INTEREST
03/15/2021
Dear Selection Team:
Thank you for the opportunity to present our quote for website redesign, hosting, and support services. It is our
goal to deliver an accessible, mobile -friendly web presence that is professional, easy -to -use, and easy -to -maintain.
Municode has developed a portfolio of online services that are tailored for local government agencies. We have
worked with cities, towns, villages, counties, and other local government agencies for over seventy years
continually striving to make your job easier.
Our Municode Web content management system allows your community to find content by providing multiple
navigation paths to each page. Our designs reinforce self-service to enable 247 online access to your
organization's services. We create your website using Drupal, an industry -leading content management system.
Our ongoing Circle of Governance initiative to strengthen democracy includes seamless integrations that connect
Municode Web with our suite of online municipal solutions including code of ordinance integration (Municode
NEXT) and meeting management integration (Municode Meetings). These integrations include unified search
(including PDFs) and cross -links across each platform.
We are thrilled at the opportunity to partner on such an important initiative.
Sincerely,
�w?/Meetings
Brian Gilday
President, Web : Division
1.4101OLIt4 III kV
Letterof Interest............................................................................................................................................2
Contents........................................................................................................................................................3
CompanyProfile............................................................................................................................................4
References and Design Examples...................................................................................................................6
Website Content Management System (CMS) Features...............................................................................12
Meeting and Agenda Management (INCLUDED)...........................................................................................13
Project Timeline and Approach....................................................................................................................14
Hosting, Maintenance, and Customer Support.............................................................................................17
ProjectCosts................................................................................................................................................19
PaymentSchedule.......................................................................................................................................20
ServicesAgreement.....................................................................................................................................21
COMPANY PROFILE
History, Mission, and Team
With over 70 years of experience, Municode's mission is to strengthen democracy by connecting public sector
organization with their communities. Our solutions promote transparency and efficiency - such as custom website
design, meeting and agenda management, online payment portals, the legal codification process, and our robust
suite of online legislative search
tools.
Municode has been in business
for over 70 years and partners
with more than 4,000
government agencies across all
fifty states. Municode is a
privately -owned corporation
and is financially sound. Our
leadership focuses on
improving Municode through
investments in its people and
its technology. Our culture is
conducive to the longevity of
our employees; Our clients can
establish a long-term
partnership with our
experienced, stable workforce.
Municode is home to over 160
CONNECTING
65+
YEARS OF O00Munid al Clients ............
employees (most of whom enjoy EXPERIENCE
MILLION RESIDENTS WITH LOCAL GOVERNMENT
a 10+year tenure). Our
headquarters in Tallahassee, Florida includes four buildings totaling 56,000 square feet. Our West Coast office is
in Portland, Oregon. We also have individual team members working across the country.
Our Vision: Simple, Seamless Integration
Our vision is to create seamless integration between our service offerings. The goal is to reduce staff workload,
while at the same time, increasing the ability for municipalities to connect with their communities.
The following example integration points are either in place today or
envisioned in our future strategic roadmap.
• Unified search across all platforms (website, meetings, online codes)
• Auto -publish meetings to your Municode Web website
• Ordinance auto -publishing from the Meetings platform to your online
code, queued for supplementation, Code of ordinance cross-
references to legislative voting history, minutes, and video/audio
Legal name: Municipal Code Corporation
EIN: 59-0649026
Company headquarters / offices: Tallahassee, FL / Portland, OR
Support hours: 8AM-8PM Eastern
Project Team
We have a highly skilled team with a customer service focus.
Jarrod - Project Sponsorship / Project Management / Customer Service
Jarrod has a Bachelor of Science degree in Mathematics and Business
Administration from the University of Oregon. Jarrod is the Director of Professional
Services and leads all aspects of project development and customer support.
Dave - Project Management / User Experience
Dave has a Bachelor of Arts degree in Communications from California State
University. In addition to project and design leadership, Dave will participate in
various analytical, site configuration, content migration, and training activities.
Mary Joy — Project Management / User Experience
Mary Joy has that unique ability to put technical concepts into easy -to -
understand terms with clients such as Dunkin Donuts, Gillette, Fidelity, and
Osram Sylvania. A Bentley graduate with a Bachelor of Science in CIS, Mary Joy
leads our customer support efforts and content migration.
Paul — Development / Systems Architecture / CIA
Paul has been working on software systems for years and is a strong member of
our team. We will turn to Paul for any custom development work that might be
required. In addition, Paul has many years of experience in quality assurance
testing, so he will be acting as Municode's lead tester for the engagement.
Drago - Graphic Design
Drago's work speaks for itself. He has the unique ability to capture the essence
of your branding and communication requirements and transform them to
stunning web designs.
REFERENCES AND DESIGN EXAMPLES
Standard Designs
Our standard designs come as part of our base price and are a great option for those who want a professional,
mobile friendly design without the added expense of custom graphic design work. You choose from one of our
standard layouts and still get to customize the color palette and background photos.
DEMO SITE � a
Municode
Tonasket Washington
http://www.tonasketcity.org
Population: 1,032
Alice Attwood
Clerk
509-486-2132
tonasket(@nvinet.com
Cusick Washington
http://www.townofcusick.com
Population: 207
Kristen Kellberg
Town Assistant
(509) 671-9008, (509) 671-5894
townofcusick(@izmail.com
Chewelah Washington
https://www.cityofchewelah.org
Population: 2,607
Dorothy Knauss
Mayor
509-935-8311
mayor@cityofchewelah.org
:�
Same features and
systems as custom
design.
Customize your
images.
0
Your logo.
0
Customize the header
bar color.
:�
Customize your
menus.
0
Customize your quick
links.
0
Customize your
button colors.
0
Customize the footer
bar color.
Custom Designs
There is a reason why we have loyal customers! It is because we have a great solution, we take care of our
customers, and we are committed to working with you for the long haul. When you pick up the phone and call us,
we answer! When you email, we respond quickly — usually within 30 minutes. When you need us, we will be
there for you. But don't take our word for it, ask our clients.
Camas Washington
https://www.cityofcamas.us
Population: 19,355
Sherry Coulter
Information Technology Director
(360) 817-1550
scoulter@cityofcamas.us
Chehalis Washington
http://ci.chehalis.wa.us
Population: 7,259
Caryn Foley
City Clerk
360-345-1042 ext 3
cfoley@ci.chehalis.wa.us
Oak Harbor Washington
http://www.oakharbor.org
Population: 22,075 Patricia Soule Finance
Director & Info Services
360-279-4538
psoule@oakharbor.org
Port Townsend Washington
https://cityofpt.us
Population: 9,113
Kelly Graves
Executive Assistant / Communications
360-379-5047
kgraves@cityofpt.us
Q
Yacolt Washington
http://www.townofyacolt.com
Population: 1,566
Dawn Salisbury
Town Clerk
360-686-3922
dawn.saIisbury@townofVacolt.com
Mercer Island Washington
http://www.mercerisland.gov
Population: 22,699
Deborah Estrada
City Clerk
206-275-7793
deb.estrada@mercergov.org
West Sound Utility Water District
Washington
https://www.wsud.us
Heidi Hill
Secretary
360-874-5005
hhill@wsud.us
Quincy Police Department
http://www.guincypd.org
Eric Talbot
Admin Assistant to Chief of Police
509-797-1001
ETalbot@quincypd.org
Lakewood Water District Washington
http://www.lakewoodwater.org
Christian Fast
IT Manager
253-588-4423
cfast(@lakewoodwater.orL7
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Corvallis Oregon
https://www.corvaIIisoregon.gov/
Population: 54,462
Patrick Rollens
PIO
541-766-6368
Patrick.rolIens@corvaIIisoregon.gov
[NAGW AWARD WINNER]
Wilsonville Oregon
http://www.ci.wilsonville.or.us
Population: 19,509
Beth Wolf
Systems Analyst
503-570-1513
wolf Pci.wilsonville.or.us
Woodburn Oregon
httDS://www.woodburn-or.eov
Population: 24,080
Brian Miles
IT Manager
503-982-5399
brian.miles@ci.woodburn.or.us
Estacada Oregon
httD://www.citvofestacada.or
Population: 2,695
Matt Lorenzen
Economic Development Manager
503-630-8275 x206
lorenzen@cityofestacada.org
YMGIrForar 4wY
411.
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Troutdale Oregon
https://www.troutdaleoregon.gov
Population: 15,962
Ray Young
City Manager
503-674-7233
ray.young@troutdaleoregon.gov
Aumsville Oregon
http://aumsville.teammunicode.com
Population: 3,584
Ron Harding
City Administrator
(503) 749-2030 rharding@aumsville.us
Independence Oregon
http://www.ci.independence.or.us
Population: 9,375
Jason Kistler
IT Manager
503-837-1198
kistler.iason(@ci.indeaendence.or.us
Brownsville Oregon
http://www.ci.brownsville.or.us
Population: 1,668
Scott McDowell
City Administrator
541-466-5880
admin(@ci.brownsville.or.us
West Linn Oregon
http://www.westlinnoregon.gov/
Population: 25,109
Shane Boyle
IT Manager
503-722-5506
sboyle@westlinnoregon.gov
alus3#.`VANIA
Specialty Sub -Site Graphic Designs
We also offer the option of having graphic designs for sub -sites that require specialized branding. We call these
'specialty sub -sites'. We leverage your main CMS and database, which allows us to offer these sub -sites with the
same functionality as your main site yet with a completely different look and feel.
Economic Development
www.choosewoodstock.com
https://addisontexas.net/econ-dev
Airports
https://www.citVofprineviIle.com/airport
https://addisontexas.net/airport
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Police and Fire
www.guincypd.org
https://addisontexas.net/police
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Parks & Recreation
www.cprdnewberg.org
https://www.wilsonvilleparksandrec.com/parksrec
Libraries
www.woodstockpubliclibrary.org
https://www.hendersoncountync.gov/library
Event Centers / Cultural Centers
https://addisontexas.net/actc
www.woodstockoperahouse.com
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Golf Courses Tourism
www.meadowlakesgc.com
https://www.cottagegrove.org/golf
Nbor
rr
www.gofruita.com
http://www.wrangell.com/visitorservices
OutdoorsExperience the
WEBSITE CONTENT MANAGEMENT SYSTEM (CMS) FEATURES
Municode Web was designed for local governments by experts in local government. It utilizes Drupal, an open -
source platform, that powers millions of websites and is supported by an active, diverse, and global community.
We are the Drupal experts for local government!
Key Project Deliverables
WEBSITE DESIGN HOSTING
CONTENT MIGRATION SUPPORT
:� TRAINING
Standard Features
O
Responsive Mobile Friendly Design
O
Unlimited Online Fillable Forms
O
Simple Page Editor
O
Emergency Alerts
O
Best -in -Class Search Engine
O
Meeting Agendas/Minutes/Videos
O
Social Media Integration
O
Event Calendar
O
Web Page Categories - create a page once,
O
Page Versioning / Audit Trail
have it show up in multiple places
O
Latest News / Press Releases
O
Department Micro -sites (sites -within -a -site)
O
Anti-spam controls
O
Rotating Banners and Headline Articles
O
Email Harvesting Protection
O
Online Job Postings
O
Broken Link Finder
O
Online Bid/RFP Postings
O
Dynamic Sitemap
O
Photo Album Slideshows
O
Support for Windows, Mac, Linux
O
Google Maps Integration
O
Video integration (YouTube, Vimeo, etc.)
O
Resource/Document Center
O
Client owns rights to all data
O
Image auto -scaling and resizing
O
Organization/Staff Directory
O
Site Metrics (Google Analytics)
O
Frequently Asked Questions (FAQs)
O
Scheduled Publish On/Off Dates
O
Share This Button (Facebook/Twitter)
O
Unlimited User logins
O
Secure Pages / SSL
O
Unlimited Content
O
Printer Friendly Pages
O
Word -like WYSIWYG Editor
O
RSS Feeds Inbound/Outbound
O
Private Pages — staff view only
O
Board Management
Optional Features/Services
O Email Subscriptions / Notifications O Business Directory
O Projects Directory O Facility Reservations
O Parks and Trails Directory O Specialty Sub -site Graphic Designs
O Property Directory (Commercial/Industrial)
MEETING AND AGENDA MANAGEMENT (Included)
Municode Web includes a standard feature to post meeting agendas and minutes. Many organizations seek the
additional features of an agenda management solution such as agenda item approval workflow, auto -generated
PDF/Word agendas, live council voting/roll call, and audio/video integration.
Municode Meetings is the easiest -to -use and most modern agenda management system in the industry. It is a
100% cloud -based offering that will greatly reduce the staff time and effort required to create and publish online
agendas and minutes.
Key Project Deliverables
0 BOARD/COMMITTEE SETUP - configure as
many boards as you need - no limit
0 MEETING TEMPLATE DESIGN - design one or
more meeting templates to your custom
specifications
0 TRAINING
0 WORKFLOW - setup custom agenda item
approval workflows
Standard Features
O Unlimited Meetings and Agenda Templates
O Unlimited Meeting Agenda Templates
O Unlimited Users
O Create Meetings
O Submit/Add Agenda Items
O Attach agenda item files
O Create Agendas
O Create Agenda Packets
Service and Support
0 USERS/ROLES/PERMISSIONS - create and
configure unlimited user accounts
0 ANNUAL SERVICE - 99.95% up -time
guarantee, data backups, disaster recovery
0 SUPPORT - 8AM to 8PM Eastern phone and
email support; 24x7x365 emergency support
O Create Meeting Minutes
O Approve Items with Approval Workflow
O Auto Publishing Agenda, Agenda Packet,
Minutes to the web
O Self-service YouTube video time stamping
O Integration with Swagit Video (coming soon)
O Voting/Roll Call
O Integration with Municode Web calendar
We will guarantee service uptime of 99.95%. In the event this service level is not met within a given month,
you will receive a credit for that month's service.
We will provide you contact numbers to reach us 24x7x365 for catastrophic site issues. We will also be
available from Monday to Friday 8AM-8PM EST via email and phone to handle routine questions from staff.
We will perform security upgrades and other optimizations during off -hours, typically between the hours of
12-3AM PST, if such work requires your meetings to be off-line. We will provide at least 14 days' notice for
any non -emergency maintenance that requires down -time.
Our auto -monitoring software continually monitors performance and instantly alerts us when problems occur.
We act as soon as possible and no later than two hours after problems are detected.
PROJECT TIMELINE AND APPROACH
Project Timeline Sample
The typical project takes 3-4 months (standard design) 1 5-7 months {custom design).
5 Weeks The high-level timeline below is an approximation. We will finalize the schedule once
we meet with you. i
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Client Responsibilities
The client's responsibility and the key to a smooth on -time deployment is providing the initial information and
approving proofs quickly.
Q The Client will make available to Municode relevant images, photos, logos, colors, and other branding
material as well as an inventory of existing applications, websites, and content at the start of this effort. The
Client will create new content copy as needed.
Q The Client will assign a single point of contact for Municode to interact with that will be responsible for
coordinating the schedules of other project stakeholders.
✓Q The Client will review any deliverables requiring formal approval within 5 business days and return all
comments/issues at or before those 5 days have elapsed.
✓Q The Client will assign one person who will act as the "ultimate decision maker" in the case where consensus
among the team cannot be reached.
✓Q The Client must agree to applicable terms of services for Google related services such as Google Analytics and
Google Maps to access those features. Municode is not responsible for Google's decisions related to
discontinuing services or changing current APIs.
Project Phase Descriptions
WDeliverables
Website Assessment:
Municode will complete an analysis of your current website(s) to assess the
existing navigation, features/functions, and quality of content.
Organizational Overview Inventory/Survey:
Municode will provide an organizational overview document for you to
O Organization Survey
complete as part of this assessment.
Website Design Meeting:
MunicodO Website designe will conduct a design meeting with a client -defined web advisory specification sheet
team. We recommend the advisory team be limited to a maximum of 6 (graphic design and
members. This design meeting will allow the website advisory team to provide information /navigation
input regarding the overall design of the new website, including the site design)
branding as well as high-level site navigation. This team will act as the initial
review team for website design concepts. In addition, this team will act as the
final review team for the website before it is approved for go -live.
Design Concept Creation and Approval (Custom Designs):
Municode will complete home page design concepts for the Home Page and
inner pages. These design concepts will incorporate all the graphical elements
as well as the high-level sitemap. You will select a winning concept after going
through a series of iterative design revision meetings. We allow for a total of 6
revisions.
Website Setup, Configure, and Customization:
Municode will create a fully functional website that includes the functional
elements described in this proposal. As part of the website setup, Municode will
finalize any remaining elements to the approved design and navigation.
Deliverables
O Design concepts
O Finalized design (Sketch,
Figma, or Photoshop)
O Functional beta website
with approved design
O Content migration
Content Finalization and Departmental Acceptance
Municode migrates initial content and your trained staff finalizes prior to go -live.
See pricing section for specific number of included pages.
Meeting Agendas and Minutes: Client completes an excel template with
information regarding each meeting plus corresponding files. Municode will then
auto -import that content. Files must be provided with a standard naming
convention to allow for auto parsing of date. (i.e. minutes_061516.pdf, etc.)
Standard Web Pages: A standard web page is defined as a page that contains a
title, body text, and up to a total of 5 links, file attachments, or images. If you
require migration of more complex pages, we can provide a custom quote.
Directory pages (Staff Directory, Proiects, Commercial/Industrial Properties,
Business Directory, Ordinances/Resolutions): Client completes manually or may
request a custom quote. For custom quotes, client completes an excel template
with directory data and Municode auto -imports directory content.
Staff Training
Throughout the development and after launch, our customers have access to
training, resources and educational opportunities that help them thrive. Our
initial training is offered to administrators and content contributors.
Municode Functional Testing
Municode will perform a series of tests across multiple browser and operating
system versions to confirm site functionality. These tests will confirm proper
functionality of all features documented in this proposal.
Acceptance Testing
Staff will review the website for completeness. Municode will have completed
functional testing and cross -browser compatibility testing.
Go -Live
We will work with you to make the appropriate 'A' Record DNS entry changes to
begin the process of propagating the new production web server IP address.
Deliverables
O Content creation and
migration
O Departmental content
'signoff'
Deliverables
O On -site (if applicable)
O Web teleconference
O Videos and User guides
Deliverables
O Completing Testing
Checklists
O Site acceptance by client
Deliverables
O Accepted Final
Live Website
HOSTING, MAINTENANCE, AND CUSTOMER SUPPORT
Hosting
We provide first-class hosting services in a secure data center. We take cyber security seriously. Your website will
be secure from multiple perspectives:
❑ Data Center
We host your website in a secure data center. The data center is manned 24x7x365. Your website is
maintained using firewalls, load balancers, multiple web application servers, and a database server. We apply
security updates to the entire web server stack on a regular basis.
N Data transmission
We guarantee up to 1 Terabyte of data transfer per month.
Web CMS software security
We apply security updates to your Drupal-based CMS whenever updates are posted. Your website is built on
Drupal software that has the confidence of millions of websites in both the private sector and public sector,
including whitehouse.gov, the City of Boston and the City of Los Angeles. Several built-in security mechanisms
are in place to prevent cross -site scripting attacks.
Web transmission security
Your website is secured with SSL to encrypt transmission of data. We SSL-enable every page on your website
for maximum security.
User authentication security
Our solution is configured with granular role -based permissions, and each user is required to login with a
unique user id and password. We also offer a two -factor authentication option using Google Authenticate if
that should be something you are interested in pursuing.
❑ Data Backup
We back up your data in multiple geographic locations. Backups occur daily, weekly, monthly, and up to 7
years of annual data backups.
i Guaranteed Uptime
Municode guarantee web server uptime of 99.95%. In the event this service level is not met within a given
month, you will receive a credit for that month's service
Maintenance and Customer Support
❑ 240 Customer support:
We will provide you contact numbers to reach us 24x7x365 for catastrophic site issues. We will also be
available from Monday to Friday 8AM-8PM EST via email and phone to handle routine website operation
questions from staff.
i Security upgrades:
Municode will apply security upgrades to your solution's core and contributed modules ensuring that your
website stays secure. Municode will perform security upgrades and other web server and website
optimizations during off -hours, typically between the hours of 9PM-3AM Pacific, if such work requires taking
the website off-line. We will provide at least 14 days' notice for any non -emergency maintenance that
requires down -time.
• Site Monitoring and Site Recovery:
Municode will install auto -monitoring software routines that continually monitor website performance and
alert us when problems occur. We will act as soon as possible and no later than two hours after problems
are detected.
* Free feature upgrades:
As we update our base Municode features, you receive those upgrades for FREE.
PROJECT COSTS
Design, Development, and Implementation Phase $8,300
• Fully functional Municode CMS with all base features
• Responsive mobile -friendly website with custom design
• Content migration; up to 100 pages; 5 years meetings migration
• Training: web teleconference, video, user guides
Annual Hosting, Maintenance, and Customer Support $6,500 / year
• 80GB disk space and up to 1 terabyte data transfer per month
• 99.95% up -time guarantee, telephone support 8AM-8PM Eastern
• Email support with one -hour response time during working hours
• Emergency 247 support
• Up to 3 hours' webinar refresher trainings per year
• Meeting and Agenda Management (Municode Meetings)
• Board Management
Total Year 1 Costs
Select Additional Website Options
❑ Email Subscriptions / Notifications
❑ Projects Directory
❑ Parks and Trails Directory
❑ Property Listings (Commercial/Industrial)
❑ Facility Reservations
❑ Business Directory
❑ Microsite color/logo customization
❑ Specialty sub -site graphic designs
❑ Site graphic redesign every 4th year
❑ Additional on -site visits (training, consultation, etc.)
❑ Custom Feature Development
$14,800
$600 per year
$200 per year
$200 per year
$200 per year
$1500 setup + $900 per year
$750 setup + $600 per year
$500 one-time (per microsite)
$3500 + $600 per year (per design)
$600 per year (per design)
$1500 day 1, $1000 per day (days 2+)
$150 per hour or fixed bid quote
PAYMENT SCHEDULE
• No long-term commitments required. We will earn your trust. You may cancel service at any time.
• Guaranteed pricing. Hosting and Support fees will not increase for first three years.
• Payment schedule will be adjusted accordingly based on selected optional features.
• Annual hosting and support fees starting year four will increase according to the previous year -ending
Consumer Price Index (CPI) for All Urban Consumers.
Option B: 4-year Interest -free Payment Schedule
- Year 1
o at time of contract signature
■ Project payment 1 of 4
$2,075
■ Annual website hosting/support
$6,500
■ Total year 1
$8,575
- Year 2
0 one year from contract signature
■ Project payment 2 of 4
$2,075
■ Annual website hosting/support
$6,500
■ Total year 2
$8,575
- Year 3
o two years from contract signature
■ Project payment 3 of 4
$2,075
■ Annual website hosting/support
$6,500
■ Total year 3
$8,575
- Year 4
o three years from contract signature
■ Project payment 4 of 4
$2,075
■ Annual website hosting/support
$6,500
■ Total year 4
$8,575
Notes
• Four-year commitment required.
• Guaranteed pricing. Hosting and Support fees will not increase for first four years.
• Payment schedule will be adjusted accordingly based on selected optional features.
• Annual hosting and support fees starting year five will increase according
to the previous year -ending
Consumer Price Index (CPI) for All Urban Consumers.
SERVICES AGREEMENT
This agreement ("AGREEMENT") is entered between Medina, Washington ("CLIENT") and Municipal Code
Corporation ("CONSULTANT").
1. Term of AGREEMENT. This AGREEMENT shall commence effective the date signed by the CLIENT. It shall
automatically renew annually. This AGREEMENT shall terminate upon the CLIENT's providing CONSULTANT with
sixty (60) days' advance written notice.
2. Compensation. It is understood and agreed by and between the parties hereto, that the CLIENT shall pay the
CONSULTANT for services based on the payment schedule provided as set forth in the section marked "Payment
Schedule". Payment will be made to CONSULTANT within thirty (30) days of the receipt of approved invoices for
services rendered.
3. Scope of Services. CONSULTANT's services under this AGREEMENT shall consist of services as detailed in the
attached proposal including appendices ("SERVICES"). SERVICES may be amended or modified upon the mutual
written AGREEMENT of the parties.
4. Integration. This AGREEMENT, along with the SERVICES to be performed contain the entire agreement
between and among the parties, integrate all the terms and conditions mentioned herein or incidental hereto,
and supersede all prior written or oral discussions or agreements between the parties or their predecessors -in -
interest with respect to all or any part of the subject matter hereof.
S. Warranty. CONSULTANT warrants that any services provided hereunder will be performed in a professional
and workmanlike manner and the functionality of the services will not be materially decreased during the term.
6. Liability. CONSULTANT's total liability arising out of any acts, omissions, errors, events, or default of
CONSULTANT and/or any of its employees or contractors shall be limited by the provisions of the AGREEMENT
and further limited to a maximum amount equal to the fees received by CONSULTANT from CLIENT under this
AGREEMENT.
7. Termination. This AGREEMENT shall terminate upon the CLIENT's providing CONSULTANT with sixty (60) days'
advance written notice. In the event the AGREEMENT is terminated by the CLIENT's issuance of said written
notice of intent to terminate, the CONSULTANT shall pay CLIENT a pro -rated refund of any prepaid service fees
(for the period from the date of the termination through to the end of the term). If, however, CONSULTANT has
substantially or materially breached the standards and terms of this AGREEMENT, the CLIENT shall have any
remedy or right of set-off available at law and equity.
8. Independent Contractor. CONSULTANT is an independent contractor. Notwithstanding any provision
appearing in this AGREEMENT, all personnel assigned by CONSULTANT to perform services under the terms of this
AGREEMENT shall be employees or agents of CONSULTANT for all purposes. CONSULTANT shall make no
representation that it is the employee of the CLIENT for any purposes.
9. Confidentiality. (a) Confidential Information. For purposes of this AGREEMENT, the term "Confidential
Information" means all information that is not generally known by the public and that: is obtained by
CONSULTANT from CLIENT, or that is learned, discovered, developed, conceived, originated, or prepared by
CONSULTANT during the process of performing this AGREEMENT, and relates directly to the business or assets of
CLIENT. The term "Confidential Information" shall include, but shall not be limited to: inventions, discoveries,
trade secrets, and know-how; computer software code, designs, routines, algorithms, and structures; product
information; research and development information; lists of clients and other information relating thereto;
financial data and information; business plans and processes; and any other information of CLIENT that CLIENT
informs CONSULTANT, or that CONSULTANT should know by virtue of its position, is to be kept confidential.
(b) Obligation of Confidentiality. During the term of this AGREEMENT, and always thereafter, CONSULTANT
agrees that it will not disclose to others, use for its own benefit or for the benefit of anyone other than CLIENT, or
otherwise appropriate or copy, any Confidential Information except as required in the performance of its
obligations to CLIENT hereunder. The obligations of CONSULTANT under this paragraph shall not apply to any
information that becomes public knowledge through no fault of CONSULTANT.
10. Assignment. Neither party may assign or subcontract its rights or obligations under this AGREEMENT
without prior written consent of the other party, which shall not be unreasonably withheld. Notwithstanding the
foregoing, either party may assign this AGREEMENT in its entirety, without consent of the other party, in
connection with a merger, acquisition, corporate reorganization, or sale of its assets.
11. Cooperative Purchasing. CONSULTANT and CLIENT agree that other public agencies may purchase goods
and services under this solicitation or contract at their own cost and without CONSULTANT or CLIENT incurring
any financial or legal liability for such purchases.
12. Governing Law. This AGREEMENT shall be governed and construed in accordance with the laws of the State
of Florida without resort to any jurisdiction's conflicts of law, rules, or doctrines.
Submitted by:
Municipal Code Corporation
By:
Title: Brian Gilday - Preside KZebsite Division
Accepted by:
By:
Title: City Manager
Date: 3/15/21