Agreement - Interlink Group Inc - Century Center Website Hosting

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ANTERLINKC-ARR-1-UP Web Services Agreement This WEB SERVICES AGREEMENT ("Agreement") is made and entered into this 23rd day of January, 2018 by and between Interlink Group, Inc., 100 F. Wayne St., South Bend, IN 46601 ("Interlink") and City of South Bend, acting by and through its Board of Public Works ("Client") (each individually a 'Party" and collectively the "Parties"). WHEREAS, the Client desires to engage Interlink, and Interlink agrees, to provide certain design and programming services and certain hosting and maintenance services described in this Agreement upon the terms and conditions contained in this Agreement. NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the Parties agree as follows: 1. SCOPE OF SERVICES, TERM/TERMINATION, AND ,DELIVERY A, SCOPE AND TERM/TERMINATION. Subject to the terms and conditions of this Agreement, Interlink agrees to perform and provide to Client, and Client agrees to receive, the design and programming services ("Development Services") and the hosting and maintenance services ("Hosting Services") as set forth in the Project Description Sheet, attached hereto and incorporated herein as Exhibit A, all of which services taken together are herein known as the "Services". The Services shall include any additional services agreed upon in writing by the Parties, subject to the Parties' agreement upon the additional cost of the same. The Client and Interlink agree that the term of the Hosting Services shall begin on the date Interlink notifies Client that such Hosting Services have commenced ("Hosting Commencement Date") and shall continue for the term described on the Project Description Sheet ("Initial Term"). After the expiration of the Initial Term, this Agreement shall automatically renew for successive one month terms (each a "Renewal Term") unless either Party provides the other Party written notice sixty days prior to the end of the Initial Term or current Renewal Term of its intent not to renew this Agreement. Each Party shall have the right to terminate this Agreement by written notice to the other Party if the other Party has materially breached an obligation herein and such breach remains uncured for a period of thirty days after written notice of such breach is presented to the other Party (with the exception of nonpayment by Client of any fees, which shall not require any notice of default and which shall entitle Interlink to terminate this Agreement immediately upon such default without notice). If Interlink terminates this Agreement because of Client's default, all of the following shall apply: (i) Client shall immediately cease use of the Custom Programming (as hereinafter defined); (ii) Client shall, within ten days of such termination, deliver to Interlink all copies and portions of the Custom Programming and related materials and documentation in its possession furnished by Interlink under this Agreement; (iii) All amounts payable or accrued to Interlink under this Agreement shall become immediately due and payable; and (iv) All rights and licenses granted to Client under this Agreement shall immediately terminate. This Agreement will be terminated automatically, without notice: (a) upon the institution by or against Client of insolvency, receivership or bankruptcy proceedings or any other proceedings for the settlement of Client's debts; (b) upon Client making an assignment for the benefit of creditors; or (c) upon Interlink or Client's dissolution. B. DELIVERY. Interlink will make commercially reasonable efforts to perform the Development Services in accordance with the specifications and with the delivery time, if any, set forth on the Project Description Sheet. Client agrees that Interlink is not responsible for providing any services or performing any tasks or supplying any materials not specifically set forth in the Project Description Sheet or a separate written agreement of the Parties. Client agrees to timely provide Interlink with any information or materials as reasonably requested by Interlink if required by Interlink to meet the foregoing delivery requirements. In the event Client does not timely provide Interlink with any information or materials as reasonably requested by Interlink, Interlink's time to perform the Services shall be extended for a reasonable amount of time based upon such delay, but in no event shall such extension be less than the number of days in which the Client delayed providing the information or materials requested by Interlink. 2. COMPENSATION The Client agrees to pay Interlink the Service Fees (as defined on the attached Project Description Sheet) upon the schedule described in this Section 2. The Client agrees to pay for any and all services contracted for and any other services that are agreed to in writing by the Parties. Client shall pay all assessments, taxes, duties, and levies of any governmental entity, exclusive of taxes on Interlink's net income. If Client claims an exemption from any taxes resulting from this Agreement, Client shall provide Interlink with documentation required by the taxing authority to support such exemption.