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Revize. Superior Web Design and
<br /> Content Management
<br /> Software Syaterra
<br /> Website Development, Hosting and Maintenance Services
<br /> Terms and Conditions
<br /> 1. These Terms and Conditions, and any attachment signed by the parties attached hereto, represent the complete
<br /> agreement and understanding(Agreement") between Revize LLC, a Michigan corporation ("Contractor"), and Mounds View, MN
<br /> ("City"), and supersedes any other written or oral agreement with regard to the website development services provided for herein.
<br /> Any modification of this Agreement is valid only if the modification is in writing and signed by both Parties. City and Contractor
<br /> are sometimes individually referred to as"Party"and collectively as"Parties."
<br /> 2. Contractor will provide the following services to City in exchange for payment of fees and compliance with the Terms
<br /> and Conditions of this Agreement. This Agreement, City activities and all discussions regarding City website development shall
<br /> be treated as confidential and shall not be disclosed to parties other than representatives of Contractor and the authorized
<br /> representatives of City. It is agreed that a designee of City, Brian Beeman,will be project manager,with decision making authority
<br /> on behalf of City,for purposes of this Agreement.
<br /> 3. Contractor agrees to perform Website Development as described in the Revize Proposal dated 7-20-16 at a price of
<br /> $14,515.00.
<br /> (a) City agrees to pay Contractor as follows:
<br /> (i) An initial payment equal to 34% of the total cost to secure the software, website development tools,
<br /> and development server space to create a test website on the Contractor's server;
<br /> (ii) A payment equal to 33% of the total cost upon delivery of homepage and inner page design and City
<br /> approval;
<br /> (iii) A payment equal to 33% of the total cost upon implementation of the Revize Content Management
<br /> Tool and upon completion of the website site map and City approval
<br /> 4. Documents&Data; Licensing of Intellectual Property: This Agreement creates a non-exclusive and perpetual license
<br /> for City to use, or modify for its own use, any and all copyrights,designs,and other intellectual property embodied in this website,
<br /> which are prepared or caused to be prepared by Contractor under this Agreement ("Documents & Data"), to which Contractor
<br /> retains ownership of all intellectual property rights. City understands and agrees that Contractor shall retain all right, title, and
<br /> interest to the Revize Content Management Tool (also known as the Revize CMS).
<br /> 5. Contractor shall provide for annual website hosting on a shared server ("Hosting") for a period of five years
<br /> commencing on the date of the website project kick off meeting. Hosting will be billed to City at the rate of$2,400 per year("Initial
<br /> Term"). With respect to the Initial Term, unless one party has given written notice to the other party of its intent not to renew this
<br /> Agreement at least thirty(30)days prior to expiration of the five-year contract, this Agreement will continue in effect on a year-to-
<br /> year basis thereafter until one party gives written notice to the other of its intent not to renew this Agreement at least thirty (30)
<br /> days prior to the expiration of any renewal term. If the Term of this Agreement is extended or renewed in accordance with the
<br /> foregoing, all of the terms and conditions of this Agreement shall continue, unmodified, in full force and effect, until the end of the
<br /> last applicable renewal or extension Term,except that all rates,fees,charges,and compensation payable to Contractor hereunder
<br /> shall be increased by five percent(5%) per year,for each annual renewal period extending the term hereof.
<br /> 6. Additional services not covered in this Agreement and extra hours will be presented to City for written approval prior
<br /> to commencement of work ("Extra Work"). Extra Work will be billed at Contractor's prevailing hourly rates,which are$100/hour, and
<br /> fees to any third party vendors if applicable.
<br /> 7. City shall supply all information to Contractor in digital format including without limitation copy,text, audio files, video
<br /> • files, pdf files, photographs, artwork and preexisting graphics.
<br /> 8. City understands and agrees that Contractor will develop website frontend to be compatible with current version
<br /> popular Internet browsers such as Internet Explorer, Google Chrome, and Firefox.
<br /> City understands and agrees that the website frontend will be designed to be compliant with Section 508 guidelines on
<br /> accessibility. Content migrated into the website by Contractor will also be compliant. City understands and agrees that website
<br /> backend and third party tools may not be Section 508 compliant.
<br /> 9. Limited Warranty: Contractor does warrant that all of the deliverables included in this Agreement will be conveyed to
<br /> City. All programming code developed by Contractor within the project is warranted for a period of twelve (12) months from the
<br /> date of the completion of the website("Completion"). Contractor will create a backup of the website on the date of Completion. If
<br /> any warranted problem arises while City or its designee is maintaining the website, Contractor will restore the website back to its
<br /> condition as it existed at Completion. If Contractor is maintaining and hosting the website, Contractor shall restore the website
<br /> back to its condition as it existed at the day of the most recent backup.Contractor shall only be responsible for any costs associated
<br /> with correcting any unmodified programming code during this twelve (12) month period following the Completion.
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