Loading...
HomeMy WebLinkAboutAgreement - Interlink Group Inc - Century Center Website Hosting1316 COUNTY-CH'Y BUILDING 227 W. JEFFERSON BouuVARD SOUTH BEND. INDIANA 46601-1830 January 23, 2018 Tony Hriczo Interlink Group, Inc. One Michiana Square 100 East Wayne Street, # 15 0 South Bend, IN 46601 RE.: Agreement Dear Mr. Ilriczo: PHONF, 574/235-9251 FAX 574/ 235-9171 The Board of Public Worl,,,s, at its meeting held on January 23, 2018,a�pproved the above referenced agreement regarding Century Center website hosting in the amount of $1,980 for a one year agreement at $780 per year plus a one-time fee of $1,200. Enclosed please find the original of the agreement for your signature, Please sign and return the original agreement to our office and retain a copy for your records. If you have any further questions regarding this matter, please call this office at (574) 235- 9251, Sincerely, Linda M. Mal -tin, Clerk Enclosure c: Dan O'Connor, Innovation &Technology GARY A. GILOT SUZANNA M. RITZBERG Ej.,iZABETH A. MARADIK JAMEs A. MUE11ER DIERESE J. DORAU Information Technologies Department 227 W Jefferson Blvd (574) 245-6000 TO: Board of Public Works, Linda Martin CC: Santi Garces FROM: Daniel R. O'Connor, Ill — Chief Technology Officer SUBJECT: City of South Bend -- Century Center — Interlink Website Hosting DATE: 1/18/18 Linda and Members of the Board, We are submitting for review and approval the Interlink agreement to migrate as is the existing Century Center Website from their current hosting provider, MonkeyHouse, to an Interlink hosted environment. The agreement is for the migration services and then for Interlink to host the Century Center website for a period of 1 year. The cost to migrate the existing website and then host it for a period of one(1) year will be $1,980. This amount is inclusive of a one-time fee of $1,200 and a monthly reoccurring fee of $65/month ($780) for one year. Thank you, Daniel O'Connor 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. A. DEVELOPMENT SERVICE FEES. The Client shall pay to Interlink $1,250.00 simultaneously with the execution of this Agreement ("Initial Payment"), which Interlink shall apply toward the Service Fees associated with the Development Services. After Client's payment to Interlink of the Initial Payment, Interlink shall begin the Development Services, notwithstanding anything to the contrary in this Agreement, Interlink shall not be obligated to begin providing any Development Services to Client prior to Client's payment to Interlink of the Initial Payment. In the event Client does not pay to Interlink the Initial Payment simultaneously with the execution of this Agreement, Interlink's time to complete the Development 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 Client delayed payment to Interlink following its execution of this Agreement. Upon Interlink' s completion of the Design Services, Interlink shall invoice Client, and Client shall pay to Interlink within thirty days of the date of the invoice, the remainder of the Service Fees associated with the Hosting Wevelopment Services as quoted previously. B. HOSTING SERVICE FEES. Client shall pay to Interlink the Services Fees associated with the Hosting Services on a monthly basis, unless otherwise indicated on the Project Description Sheet, and such Service Fees shall begin to accrue on the Hosting Commencement Date and shall continue for the Initial Term and each Renewal Term. Client shall pay the Services Fees associated with the Hosting Services within thirty days of the date of invoice by Interlink for the same. In the event the Hosting Services are provided for a partial month during the Initial Term or any Renewal Term, the Services Fees associated with the Hosting Services shall be prorated by the number of days in the applicable month. 3. INTELLECTUAL PROPERTY OWNERSHIP Client acknowledges, understands, and agrees that Interlink may use its own, develop its own, and/or may purchase third party licenses for products or services that are necessary for Interlink to perform the Services described herein. Such products may include, but are not limited to, server -side applications, clip art, "back - end" applications, music, stock images, processes, or any other copyrighted work ("Outside Content") which Interlink deems necessary to purchase, develop, or use on behalf of the Client to perform the Services. Any website developed by Interlink for Client may also include materials provided by Client, including, without limitation, trade or service marks, images, illustrations, graphics, multimedia files and/or text ("Client Content"), provided that Client delivers such Client Content to Interlink promptly and in such media and or electronic file format(s) requested by Interlink. Client further acknowledges and agrees that any Outside Content used to perform the Services is owned by Interlink and/or such third parties and cannot be transferred to Client and is hereby specifically not transferred to Client and shall remain the property of Interlink and/or such third parties, Outside Content that is owned, developed, and/or purchased by Interlink may be used in the design and/or development of other web sites and applications for other customers or Clients of Interlink. Client and Interlink agree that upon payment in full of the fees associated with the performance of the Services, Client shall own a worldwide right, title, and interest in and to any website created for Client by Interlink and all other deliverables (other than Outside Content and "Code Content as hereinafter defined) (collectively the "Custom Programming"). Client and Interlink agree that Interlink shall retain a worldwide, royalty -free, non-exclusive, transferrable, and perpetual right and license to the Custom Programming including, but not limited to, the right to modify, amend, create derivative works, rent, sell, assign, lease, sublicense, or otherwise alter or transfer the Custom Programming. Client and Interlink agree that the performance of the Services may include source code, documentation, and/or application programs that were previously written or developed by Interlink and modified to meet the Client's specific requirements (the "Code Content"), Interlink shall own all worldwide right, title, and interest, including copyright and other proprietary or intellectual property rights, in and to the Code Content, but shall provide Client, upon payment in full of all Service Fees associated with the performance of such Services, a worldwide, royalty -free, non-exclusive, non -transferable right and license to use the Code Content in connection with the Services and website. Client shall retain all right, title, and interest, Including copyright and other proprietary or intellectual property rights, in and to the Client Content. Client grants to Interlink, and Interlink accepts from Client, a non-exclusive, world-wide royalty -free license to edit, modify, adapt, translate, exhibit, publish, transmit, copy, prepare derivative works from, distribute, perform, display, and use any Client Content in connection with the performance of the Services. B. Notwithstanding anything to the contrary in this Agreement, Client agrees that the Custom Programming shall be delivered to Client in object code form only. C. Interlink may place copyright and/or proprietary notices, including hypertext links within the Outside Content incorporated within and on any website created or maintained by Interlink. Interlink may also display text similar to "Developed by (Interlink's logo)" on the very bottom of the home page and subsequent pages of any website created by Interlink for Client, and Interlink may use any website created by Interlink for Client and or its images in the advertising or any other promotions Interlink deems necessary including, but not limited to, online, print media, radio, television, or by any other professional advertising means. Client may not alter or remove such notices or text without Interlink's written permission. D. Client understands and agrees that Interlink's Libraries and Administration Panel (each as hereinafter defined) are proprietary software offered on a monthly basis for a fee and for a term described in this Agreement and delivered as Software as a Services ("SaaS") model only. For the purposes of this Agreement "Libraries" shall 2 include but not be limited to database access routines, templating framework, and session management all stored in the Project's core, frontend, and system directories. For the purposes of this Agreement "Administration Panel" shall include but not be limited to the content management system, enabling workflow management, publishing, organizing and editing content and optimization software, analytics as well as maintenance of the Project stored in the admin directory. The Libraries may not be transferred, altered, copied, or duplicated in any way or for any reason and may only be used by the Client if the Client continues to host the Client website with Interlink's hosting service as described in this Agreement or any subsequent Agreement of the Parties. Should this Agreement terminate, any website built with the Libraries of Interlink shall be converted to object code and versioned to the completion of the Development Services at an additional cost to the Client of $500. The Administration Panel may not be transferred, altered, copied, or duplicated in any way or for any reason and may only be used by the Client if the Client continues to host the Client website with Interlink's hosting service as described in this Agreement, and Client's right to use the Administration Panel shall cease upon termination of this Agreement. E, Each Party agrees that the breach of this Section 3 may cause irreparable injury that is inadequately compensable in monetary damages. Accordingly, either Party may seek injunctive relief for breach or threatened breach of this Section, In addition to any other remedies in law or equity. 4. CLIENT REPRESENTATIONS WARRANTIES AND AGREEMENTS A. Client warrants to Interlink that Client has the right and authority to enter into and perform its obligations under this Agreement. Client shall not distribute on the website any Client Content that: (a) infringes on any proprietary or intellectual property rights of any third party or any rights of publicity or privacy; (b) violates any law, statute, ordinance or regulation (including without limitation the laws and regulations governing export control, unfair competition, or antidiscrimination), (c) is defamatory, trade libelous, unlawfully threatening or unlawfully harassing; (d) is obscene, pornographic or indecent; or (e) contains any viruses, Trojan horses, worms, cancelbots or other computer programming routines that are Intended to damage, interfere with, surreptitiously intercept or expropriate any system, data or personal information. Client will own all Client Content and all proprietary or intellectual property rights therein, or will have the express written authorization from the owner thereof to copy, use, and display the Client Content on and within the website. B. Client understand and agrees that Interlink does not accept material from companies that produce or provide pornographic or illegal products or services, (which Interlink will have complete discretion to define), or their subsidiaries, or foundations funded by such companies whose function is to approve acceptance of such products by the public. Client agrees that Interlink shall be authorized to reject any and all material Interlink defines as pornographic or illegal. C. Client authorizes Interlink to access Client's existing domain registrar and web hosting account and authorizes Client's existing web hosting service to provide Interlink with "full permission" for the Client's webpage directory and any other directories or programs which need to be accessed for Interlink to provide the Services. If Client is requesting Hosting Services from Interlink that include Interlink's submission of the website to search engines, Client acknowledges that each search engine has its own listing schedules and protocols, and Interlink shall not be held responsible for the failure of any specific search engine or electronic directory to list a submitted site within an expected period, category or listing priority. The Client stipulates that any software, web pages, graphics and other elements of the Services will be developed to execute on Interlink's servers and there is no representation that any such materials will work properly on any other servers or platforms. D. Client acknowledges and agrees that Client, by executing this Agreement, agrees to be bound by all terms and conditions contained in this Agreement and by Interlink's Acceptable use Policy, as amended by Interlink from time to time, which is incorporated herein by reference and made a part hereof and which is available online at http://www.il2k.net/use policy. php or such other location as Interlink may designate from time to time. E. Client acknowledges and agrees that Interlink will publish all website content "as supplied" by Client. Final responsibility for accuracy of text and graphical content lies with Client, In the event of a typographical error being discovered prior to Interlink's delivery of the Development Services, Interlink shall fix such errors at no charge. After Interlink's delivery of the Development Services, any changes to text, code, programmability, browser compatibility, or other design elements shall be considered website maintenance and shall be billed at prevailing rates. F. Client acknowledges and agrees that if Interlink Hosting Services include email hosting or related services, Interlink shall utilize a third party to scan inbound email and does not scan outbound email for known virus infections, and Interlink recommends that Client install personal firewalls and anti -virus solutions prior to using Interlink's email service. Interlink makes no warranty express or implied regarding safety of any individual email or email attachment, and Interlink has no liability for damages including but not limited to loss of use, data corruption, system damage, or incurred bandwidth charges resulting from any type of email worm, or virus, known or unknown, G. Client acknowledges and agrees that from time to time governments enact laws and levy assessments, taxes, and tariffs affecting internet electronic commerce. The Client agrees that the Client is solely responsible for complying with such laws, assessments, taxes, and tariffs, and will hold harmless, protect, and defend Interlink and its subcontractors from any claim, suit, penalty, assessment, tax, or tariff arising from the Client's exercise of internet electronic commerce. Client agrees that if Client is utilizing any of Interlink's email Hosting Services, Client shall abide by industry standards regarding unsolicited email ("spam") including: (1) all unsolicited email must include unsubscribe instructions, (2) unsubscribe requests must be acknowledged and processed within 24 hours or before the next email distribution. Interlink retains the right to terminate Services to any client found to engage in abusive or deceptive email marketing practices, and Interlink reserves the right to reject distribution of any email content for any reason, including, but not limited to, excessive message size, inappropriate content, or improper use of addressee information. Client's failure to comply with this section shall constitute a material breach of the terms of this Agreement and shall result in forfeiture of Service Fees paid through such date. I. Client certifies that it complies will all of the regulations in the CAN-SPAM ACT of 2003 and any amendments thereto and agrees to Indemnify and hold Interlink harmless and to defend Interlink from any and all claims, losses, liabilities, and damages, including reasonable attorney's fees, resulting from violations or potential violations of the CAN-SPAM ACT of 2003, connected with the services provided under this Agreement. J. Client agrees that Interlink shall not be held liable for any accidental misstatement due to typographical error, omission, or inclusion of published information. In the event of such error, the sole remedy shall be the correction of the error and publication thereof on the original web document. Client understands and agrees that Interlink makes no warranty, express or implied, regarding service availability and cannot be held liable for loss of service, loss of business, or any other contingent loss arising from any internet service outage or information access by outside parties and cannot be held liable for any losses or damages resulting from outside access to databases, program code, or other proprietary information residing on any server connected to the internet via Interlink network or internet services. The Client agrees to be solely responsible for any legal liability arising out of, or relating to, any material to which users can view or link to through the Client's website. The Client represents and warrants that the material or services promoted in the Client's website and any links that it contains comply with Interlink standards and that it holds the necessary rights to permit the use of the materials and links by Interlink for the purpose of this Agreement, and that the use, reproduction, distribution, or transmission of any of the material contained in the Client's website will not violate any criminal laws or any rights of any third parties, including, but not limited to, such violations as infringement or misappropriation of any copyright, patent, trademark, trade secret, music, image, or other proprietary or property right, false advertising, unfair competition, defamation, invasion of privacy or rights of celebrity, violation of any anti- discrimination law or regulation, or any other right of any person or entity. The Client agrees to indemnify Interlink and to hold Interlink harmless from any and all liability, loss, damages, claims, or causes of action, including reasonable legal fees and expenses that may be incurred by Interlink, arising out of or related to the Client's breach of any of the foregoing. The Client agrees that Interlink shall not perform back up or restore data upon Client's request unless Client purchases back up services as set forth specifically on the Project Description Sheet. 5. INTERLINK REPRESENTATIONS WARRANTIES AND AGREEMENTS A. Interlink warrants to Client that Interlink has the right and authority to enter into and perform its obligations under this Agreement. B. Interlink warrants that its Custom Programming does not infringe or violate any copyrights, trademarks, patents, trade secrets, privacy rights, or other rights (intellectual or otherwise) of any third party. C. Interlink warrants to the Client that the Services shall conform substantially to the specifications set forth in the Project Description Sheet. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT INTERLINK'S SOLE LIABILITY, AND CLIENT'S SOLE AND EXCLUSIVE REMEDY UNDER THIS AGREEMENT, WILL BE INTERLINK'S USE OF REASONABLE EFFORTS TO CAUSE THE SERVICES TO CONFORM TO THE SPECIFICATIONS OR, IN INTERLINK'S SOLE DISCRETION, TO REFUND THE PORTION OF THE SERVICE FEES APPLICABLE TO THE PORTION OF THE SERVICES WHICH DO NOT CONFORM TO THE SPECIFICATIONS. EXCEPT AS EXPRESSLY STATED HEREIN, INTERLINK MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND/OR FITNESS FOR A PARTICULAR PURPOSE, CONCERNING THE SERVICES OR THE SUBJECT MATTER OF THIS AGREEMENT. G, LIMITATION OF WARRANTIES THERE ARE NO WARRANTIES UNDER THIS AGREEMENT EXCEPT TO THE EXTENT EXPRESSLY AND UNAMBIGUOUSLY SET FORTH HEREIN. THE PARTIES SPECIFICALLY DISCLAIM AND EXCLUDE ALL IMPLIED WARRANTIES, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL INTERLINK BE LIABLE TO CLIENT OR ANY OTHER PERSON FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFIT OR GOODWILL, FOR ANY MATTER ARISING OUT OF OR RELATING TO THE SERVICES, THIS AGREEMENT, AND/OR ITS SUBJECT MATTER, WHETHER SUCH LIABILITY IS ASSERTED ON THE BASIS OF CONTRACT, TORT, OR OTHERWISE, EVEN IF INTERLINK HAS BEEN under this Agreement, Client may assign this Agreement in its entirety, to either of the following: (a) any parent, subsidiary or affiliate entity; or (1b) a successor in interest of all or substantially all of the assets, stock or business of the assigning party. Client may not assign its rights or delegate its duties under this Agreement to any other entity without the prior written consent of Interlink, which shall not be unreasonably withheld, denied, delayed or conditioned. All of the terms and provisions of this Agreement shall be binding upon, shall inure to the benefit of, and shall be enforceable by the successors and permitted assigns of the parties to this Agreement, D. This Agreement shall be governed by and construed in accordance with the laws of the State of Indiana. Any term or provision of this Agreement held to be illegal or unenforceable shall be deemed amended to conform to applicable laws or regulations, or, if it cannot be so amended without materially altering the intention of the Parties, it shall be deemed deleted and the remainder of this Agreement shall remain in full force and effect. E. The waiver by a Party of one breach or default hereunder shall not constitute the waiver of any subsequent breach or default. F. All notices and other communications required or permitted to be served on or given to either Party shall be in writing and be delivered or transmitted to the intended recipient's address as specified herein or such other address as either Party may notify to the other from time to time. Notices shall be treated as having been given three days after deposit if sent by registered or certified mail, one Ibusness day after delivery to the, courier service if sent by courier, on delivery if hand -delivered, or on successful transmission if sent by facsimile. G, Neither party to this Agreement shall be liable to the other for failure or delay in the performance of a required obligation (other than Client's obligation to pay Service Fees) if such failure or delay is caused by strike, riot, fire, flood, natural disaster, or other similar cause beyond such Party's control, provided that such Party gives prompt written notice of such condition to the other Party and resumes its performance as soon as possible. HClient shall be responsible for Interlink's reasonable attorneys' fees associated with the enforcement of the terms of this Agreement or the collection of any amounts due under this Agreement, I. This Agreement may be executed in two or more counterparts, each of which when so executed shall be deemed an original copy hereof, but together shall constitute one and the same Agreement. The exchange of copies of this Agreement and of signature pages by facsimile transmission or pdf shall constitute effective execution and delivery of this Agreement as to the parties and may be used in lieu of the original Agreement for all purposes. Signatures of the parties transmitted by facsimile or pdf shall be deemed to be their originals signatures for any purposes whatsoever. J. The following provisions will survive expiration or termination of the Agreement: Service Fees, indemnity obligations, confidentiality obligations, and provisions limiting liability and disclaiming warranties, provisions regarding ownership of intellectual property, these miscellaneous provisions, and other provisions that by their nature are intended or would be expected to survive termination of the Agreement. K. This Agreement shall be binding upon and shall inure to the benefit of the Parties hereto and their respective stockholders, directors, officers, heirs, personal representatives, permitted successors and assigns, L. Interlink shall have the right to perform similar services to those described herein for other customers or chents of Interlink during and after the term of this Agreement, INTERLINK GROUP IN'C. By: — Print: Title. Date: City of South Bend, acting by and through its Board of Public Works By: Print: Title: JAI, I Date: ­t ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. INTERLINK'S TOTAL LIABILITY (INCLUDING ATTORNEYS FEES) FOR DAMAGES HEREUNDER FOR ANY CAUSE WHATSOEVER RELATING TO THE SERVICES, THE WEBSITE, OR ANY APPLICATIONS THEREIN, SHALL BE LIMITED TO THE TOTAL SERVICE FEES ACTUALLY PAID BY CLIENT TO INTERLINK HEREUNDER FOR SUCH SERVICES. CONFIDENTIALITY Each Party acknowledges that while performing its obligations under this Agreement it may have access to Confidential Information of the other Party, A Parry disclosing Confidential Information is the "Disclosing Party." A Party receiving Confidential Information ("Recipient") has a duty to protect the Confidential Information for two years from the first date that Confidential Information was received, Each Party will keep Confidential Information of the other confidential and will only use Confidential Information to perform their respective obligations under this Agreement. The Confidential Information will remain the property of the Disclosing Party and is proprietary to the Disclosing Party. Recipient will protect Confidential Information as the Recipient would protect its own proprietary information, including, but not limited to, protecting the Confidential Information from distribution, disclosure, or dissemination to anyone except employees or duly authorized agents of the Parties with a need to know such information and which the affected employees and agents shall be bound by the terms of this section. Confidential Information will not be disclosed or used for any purpose other than to provide Services as specified in this Agreement or upon such other terms as may be described herein or agreed to by the parties in writing. Confidential Information does not include information that: (i) is rightfully known to the Recipient prior to negotiations leading up to this Agreement, (€i) is independently developed by the Recipient without any reliance on Confidential Information, (iii) is or later becomes part of the public domain or is lawfully obtained by the Recipient from a third party not under an obligation of confidentiality, (iv) is required to be disclosed by law or legal process, so long as the Recipient uses reasonable efforts to cooperate with the Disclosing party, at the Disclosing Party's cost, in limiting disclosure, or (v) is agreed by the Disclosing Party that it is not Confidential Information. Each Party agrees that the wrongful disclosure of Confidential Information may cause irreparable injury that is inadequately compensable in monetary damages. Accordingly, either Party may seek injunctive relief for breach or threatened breach of this Section, in addition to any other remedies in law or equity. S. INDEMNIFICATION A. BY CLIENT Client agrees to indemnify, hold harmless and defend Interlink and its directors, officers, employees and agents from and against any action, claim, cause of action, demand, liability, loss, liability, cost and expense, including reasonable attorney's fees, arising from or relating to (i) CLIENT's breach of this Agreement, including Interlink's Acceptable Use Policy or No Spam Policy, (ii) any allegation or claim that the Client Content or Client's use or operation of the website infringes or violates any copyrights, trademarks, patents, trade secrets, licenses, privacy rights, or other rights (intellectual or otherwise) of any third party, and (iii) any alleged negligent acts or omissions of Client or Clients agents, employees, officers, assigns, and/or subcontractors, except where such alleged negligent acts or omissions are due solely to the gross negligence or willful misconduct of Interlink. Client agrees that Interlink shall have the right to participate in and control the defense of any such claim through counsel of its own choosing. B. BY INTERLINK Interlink agrees to indemnify, hold harmless and defend Client and its directors, officers, employees and agents from and against any action, claim, cause of action, demand, liability, loss, liability, cost and expense, including reasonable attorney's fees, arising from or relating to any allegation that the Interlink Content infringes or violates any copyrights, trademarks, patents, trade secrets, licenses, privacy rights, or other rights (intellectual or otherwise) of any third party. Interlink agrees that Client shall have the right to participate in the defense of any such claim. 9. MISCELLANEOUS A. Nothing in this Agreement shall be construed to constitute any agency, employment, joint venture, or partnership relationship between the Parties. Neither Party has the authority to bind the other or to incur any liability on behalf of the other, nor to direct the employees of the other. Interlink, in performing the Services described herein, shall be an independent contractor. B. This Agreement, together with the attachments and Exhibits hereto and Interlink's Acceptable Use Policy, and No -Spam Policy, as applicable, constitutes the full and complete agreement between the Parties hereto with respect to the subject matter hereof. There are no verbal or other agreements that affect or modify this Agreement. Any prior representations, promises, contracts or agreement are hereby fully superseded. Any amendments to this Agreement shall have no effect unless the same are in writing signed by the Parties. C. Client shall not assign, sublicense or charge any rights, duties, and/or privileges under this Agreement to any person or entity, without the prior written consent of Interlink, Interlink may assign this Agreement. Notwithstanding the above, provided an assignee possesses the financial and operational capabilities to perform under this Agreement and agrees to assume and fully discharge all of the duties and obligations of the assignor INTERLINK( UP EXHIBIT A -PROJECT DESCRIPTION SHEET Customer Information Domain Name: WWW.CenturyCenter.org Company Name: Century Center C/O City Of South Bend Address: 120 South Dr. Martin Luther King Jr. Blvd City, State, Zip South Bend, IN 46601 Contact: Dan O'Connor & Todd Dutoi Service Fee Service Description $,1,250.00 Web Site Development & Set Up Elements: Pre -Paid 10hr block time arrangement. *Quote includes all website development and configurational server set up needs, as quoted on 10-16-2017. This includes all items bulleted in our quote. $65.00 Shared Websi'te Hosting. 1:1 Billed Monthly. Annual Total of $780.00 based upon agreement. Initial Terms: Hosting is for a I year term, all other work will be logged against your block time agreement in accordance to details outlined in our initial quote dated October 16th 20171 $1,315.00 Project Totals include first months, hosting fee and discounted block time arranqement for Development and Set Up services. INTERLINK GROUP INC. By: _ Print: Title: Date: CLIENT: City of South Bend, acting by and through its Board of Public Works By: APP140V&D Print: MARC Works Title: JAN 3 01b A -A 41 .... . qp Date: 7 whert Ilre peaspective C0111ractor. is. mable.to: eerrtify� to any of ille statements below, It shall attach as arplanation to this:Affrrlapit, CONTRACTOR'S NON -COLLUSION AND NON -DEBARMENT AFFIDAVIT, CERT'iFiCAA;TION REGARDING INVESTMENT WITH IRAN EMPLOYMENT ELIGIBILITY VERARCATI()N, NON-DISCRIMINATION COMMITMENT AND CERTIFICATION OF USE OF UNITED STATES .STEEL PRODUCTS OR FOUNDRY. PRODUCTS (Must becompleted for all quo#es and'bicls. Plene.type a' pciint) STATE OF Indiana )' $S St: Joseph COUNTY Tito undersigned,Gontractor, being duly.swornupan hisLlerlits::oath; affirms.urtder,the:penalties of perjury thaf, I., Contractor has', not, 'nor has !any :other' metinbet representative, or agi.ent of the firm, company, corporation.or partnership represented by him, entered into arty combtnatian, colluslori or agreement,. with any person relative to the price to be bid by anyone. at such, idting nor to prevent any person frown bidding nor to induce anyone to refrain' from :bidding; and that this bid is' made` without. reference to any, :tithe"r, bid and W.J. ut any agreement. understanding ,or corttbination with any tither person iri reference to such bidding. Contractor further: says that no person or persons, ltrris, or corporation has, iiaye, or will reaelye directly or indirectly;; any rebate;'fee, gifit; irommssian o' thirg'af value on account of such sale,, arid. 2: Contractor certifies by submission :of this proposal :fhat neither .contractor nor any: Of its:. principals are presently debar red; suspended, proposed for debarment, declared -ineligible, cir Voluntarily excluded from participation in this transaction by arty Federal departincrit or agency; and 3, Contractor ' bas. not, nor. has any successor 'to, ;nor arc affillattr >of, Con ractor_ engaged in investment Activities iii Iran:. A; For purposes of this Certification;;"Irani" means the,government.of Iran and. any agency or it►strumentality, of lrani ot:as otherwise derined al Ind. Code § 5=.�2 i6.5: 54as-amended from ti�ne�fo tEnte b. As.providedby Ind Code § 5 22-1$;5»8; as amended fto'm time -to -time: a Contractor is engaged h fnvestmerit activities.In (ran if either: i.. Contractor, its successor or its affiliate, provides goods or sere ces.of lwelity Million. dollars ($20,000,000) or more in vague in the energy sector of Iran; or ii.. 'Contractor;' its successor or its affiliate, isa, financial.institution that extends twenty million dollars {$2Q;000,000) or iilare in credit to'ariather'pers66.for forty-five (45)' days or more, if that person will. (i.) use the credit to provides goods and'services in F-Non-&Musson Non•t7eWrment A01421vit Nora Iron 1'oini2012 the energy sector in Iran; and (ii) at the time the financial institution extends credit, is a person identified on list published by the Indiana Department of Administration. 4. Contractor does not knowingly employ or contract with an unauthorized alien, nor retain any employee or contract with a person that the Contractor subsequently learns is an unauthorized alien. Contractor agrees that he/she/it shall enroll in and verify the work eligibility status of all of Contractor's newly hired employees through the E-Verify Program as defined by I.C. 22-5-1.7-3. Contractor's documentation of enrollment and participation in the E-Verify Program is included and. attached as part of this bid/quote; and 5.. Contractor shall require his/her/its subcontractors performing work under this public contract to certify that the subcontractors do not knowingly employ or contract with an unauthorized alien, nor retain any employee or contract with a person that the subcontractor subsequently learns is an unauthorized alien, and that the. subcontractor has enrolled. in and is participating in the E-Verify Program; The Contractor agrees to maintain this certification throughout the term of the contract with the City of South Bend, and. understands that the City may terminate the contract for default if the Contractor fails to cure a breach of this provision no later than thirty (N) days after being notified by the City. 5. Persons, partnerships, corporations, associations, or joint venturers awarded a contract by the City of South Bend through its agencies, boards, or commissions shall not discriminate against any employee or.applicant for employment in the performance of a City contract with respect to hire, tenure, terms, conditions, or privileges of employment, or any matter directly or indirectly related to employment because of race, sex, religion, color, national origin, ancestry, age, or disability that does notaffect that person's ability to perform the W. In awarding contracts for the purchase of wort;., labor, services; supplies, equipment,. materials, or any combination of the foregoing including, but not limited to, public works contracts awarded under public bidding laws or other contracts in which public bids are not required by law, the City, its agencies, boards, or commissions may consider the Contractor's. good faith efforts to obtain participation by those Contractors certified by the State of Indiana as a Minority Business ("MBE") or as a Women's Business Enterprise ("WBE") as a factor in determining the lowest, responsible, responsive bidder.. In no event shall persons o.r entities seeking the award of a City contract be required to award a subcontract to all MBE/WBE; however, it may not unlawfully discriminate against said WBE/MBE. A finding of a discriminatory practice by the City's MBE/WBE Utilization Board shall prohibit that person or entity from being awarded a City contract for a period of one (I) year from the date of such detennination, and such determination may also be grounds for terminating the contact for which the discriminatory practice or noncompliance pertains. 7. The undersigned contractor agrees that the. following nondiscrimination commitment shall be made a part of any contract which it. may henceforth enter into with the City of South Bend, Indiana or any of its agencies, boards or commissions. F-Non,Collusion )`ion -Debarment Affidavit Non Iran Form 2012 Contractor agrees not to discriminate against or intimidate any employee or applicant for employment in the performance of this contract with 'privileges of employment, or any matter directly or indirectly related to employment, because, of race, religion; color, sex handicap, national origin of ancestry.. Breach of this provision may be regarded as material breach of contract. 1, the, undersigned bidder or agent as contractor on a public, works project, understand_ my statutory obligations to the use`of steel products or foundry products made in. the. United States (l.C. 5-1.6-8-1), l hereby certify that [ and all subcontractors ernployed by mil for this project will use steel products or foundry products on this project if awarded. [ understand that violations hereunder may result in.forfeiture of contractual:payments. I hereby affirm under the penalties of perjury that the facts and infortnatio.n contained in the .foregoing bid for public works are true and correct. Dated this 22nd day of January, 2018. [nterlink Group, Inc. Contractor/Bidder (Firm) S►gnatur f Contra/Bidder a Its Agent Tony Hriczo, President Printed Name and Title Subscribed and sworn to before me this TaW_ do of�7" My Commission �F���HITE' DiNATALE � .SATE 4F 1N[}MA Elkhart County f4ly commisslonC�oinTy �qi&qg I;-Non-cotlosion Non-Nbaimept Afridavif Non Iran Foim 2012 BOARD OF PUBLIC WORKS AGENDA ITEM REVIEW REQUEST FORM Date Name 1/18/18 Daniel O'Connor Department Innovation & Tech BPW Date 1123/18 Phone Extension 6201 M Agreement U Contract U Proposal Ll Addendum ❑ Professional Services ❑ Resolution ❑ Bid Opening ❑ Bid Award ❑ Req. to Advertise ❑ Title Sheet ❑ Quote Opening ❑ Quote Award ❑ Change Order No. ❑ CIO & PCA No. ❑ PCA ❑ Ease/Encroach. ❑ Traffic Control I-1 Other: Company or Vendor Name Interlink Group New Vendor ® Yes ❑ No ® If Yes, Approved by Purchasing MBEIWBE Contractor ❑ MBE ❑ WBE MBEIWBE Contractor Requested ❑ No ❑ Yes Name of Company Project Name City of South Bend/Century Center Website hostin Project Number nla with Interlink Funding Source IT Operating Account No. 279-0672-415-36-04 (IT Operating) Amount $1,980 for a one year agreement ($65x12=780) + ($1,200 One time). A Single payment in the full amount will be invoiced Terms of Contract Agreement Purpose/Description Agreement with Interlink Group to Migrate as is and then host the CentuN Center Website currently being hosted by another vendor ❑ Required Contractor's Certification Form Attached (Non - Collusion, Non -Discrimination, Non -Debarment, E-Verifv, Iran, etc.) Amount of ❑ increase $ ❑ Decrease $ Previous Amount $ Current Percent of Change: % New Amount $ Total Percent of Change: % Copy Original ® ❑ ❑ ❑ ❑ ❑ Dan O'Connor Dispersal After Approval