AgdaPkt 2014-09-22 Closed and Joint with SA

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compliance with this provision in protecting the Confidential Information from public disclosure. It is agreed that a designee of City, ___________________________, will be project manager, with decision making authority on behalf of City, for purposes of this Agreement. 3. Contractor agrees to perform Website Development as described in the Scope of Work, attached hereto and incorporated herein as “Attachment A”, at a price of $74,755. This contract price includes all of the fees, costs and expenses of Contractor to provide the Website Development and all work product and deliverables in connection therewith (“Deliverables”). Except for Extra Work provided in accordance with Section 7 hereof, the contract price is inclusive of all royalties, license fees or other amounts for the use of the Deliverables. (a) City agrees to pay Contractor as follows: (i) An initial payment equal to 20% of the total cost; (ii) A payment equal to 20% of the total cost upon City approval of the homepage wireframe; (iii) A payment equal to 20% of the total cost upon City approval of homepage design comp; (iv) A payment equal to 20% of the total cost upon Contractor testing and City verification of implementation of visionCMSTM and interactive components; (v) A payment equal to 20% of the total cost 21 days from Completion as defined below. (b) City shall approve or disapprove each phase of the Deliverables in its reasonable discretion as set forth in Section 3(a) within ten (10) business days of submission by Contractor. If City disapproves of a Deliverable, then it shall provide written notice to Contractor of the problem or non-conformity of the Deliverable with the terms of this Agreement and Contractor shall promptly resolve same and re-submit the Deliverable for approval. 4. Documents & Data; Licensing of Intellectual Property: Upon payment in full, Contractor grants a non-exclusive, perpetual and royalty-free license for City to copy, use, or modify for its own use, any and all copyrights, designs, and other intellectual property embodied in the Deliverables, which are prepared or caused to be prepared by Contractor under this Agreement (“Documents and Data”), to which Contractor retains ownership of all intellectual property rights. Notwithstanding anything to the contrary in any of the agreement documents, City understands and agrees that Contractor shall retain all right, title, and interest to the Vision Content Management SystemTM (also known as the Vision Internet Content Management System, VCMT, VCMS and the Vision Content Management Tool), and Dynamic and Interactive Components. City shall retain sole ownership of all graphics, content and data that are provided by the City for integration and use on the website 5. Intentionally omitted. 6. Intentionally omitted. ATTY/AGR/2014.178/WEBSITE DEVELOPMENT SERVICES AGR REV: 09-16-14 GK & PT City’s Initials_____ Contractor’s Initials_____ Page 2 of 27 7.1.G. - Page 4