23-001.00 Atlas Integrated: Economic Development Web Hosting SERVICES AGREEMENT
THIS SOFTWARE, DATA, HOSTING,AND SERVICES AGREEMENT("Agreement") is made
and entered into as of January 1, 2023,Atlas Integrated, LLC ("Consultant"),whose present
address is 1900 Dartmoputh Ave Boulder, CO, and Spokane Valley ("Customer").
RECITALS
WHEREAS Customer desires that Consultant render certain professional services to
Customer, such work generally described as Marketing Services, is willing to perform such work upon
the terms and conditions set forth herein;
NOW, BE IT THEREFORE AGREED, in consideration of the mutual benefits, agreements,
covenants and promises herein, and other good and valuable consideration, the sufficiency of which
is hereby acknowledged, the parties agree as follows:
1. Scope of Services.
Consultant shall perform those certain services specified on the Statement of Work attached
hereto as Attachment A("Consultant Services"). Consultant shall not be required to
perform work not specifically described in the Statement of Work.The parties may
mutually agree in writing from time to time on additions or deletions to the Statement of
Work, however, Consultant shall not be required to perform such additional work until a
written agreement is reached as to the time and cost of such additional work and an
Amendment To Statement of Work is signed by both Consultant and Customer. In the
event of any conflict between the terms of this Agreement and the Statement of Work, the
Statement of Work shall control.
2. Performance of Work.
2.1 Consultant shall provide Consultant Services in accordance with the Statement of Work.
Consultant shall have sole discretion and control over the work of Consultant's employees,
agents and contractors in the performance of the work under this Agreement and the manner
in which such work is performed. Consultant may use subcontractors or contract labor or
services to perform certain portions of the work.
2.2 Consultant may only use subcontractors to contract labor or services with written approval
from Customer
3. Customer Duties and Responsibilities.
3.1 Customer shall make available in a timely manner at no charge to Consultant such data,
documentation and materials, together with timely access to appropriate personnel of
Customer and such resources of Customer as Consultant may reasonably need for the
performance of Consultant Services.
3.2 Customer shall be responsible for, and assumes the risk, of any problems resulting from the
content, accuracy, completeness or consistency of the data, materials and information
supplied to Consultant.
3.3 Customer shall appoint and designate a Customer representative who shall provide
professional and prompt liaison between Consultant and Customer. Primary guidance and
direction for Consultant with respect to the services performed hereunder shall come from
such Customer representative.
3.4 If required for the performance of Consultant's work, during such time as Consultant is on
Customer's premises, Customer will provide at no charge to Consultant for Consultant's use
a workspace and access to the appropriate Customer computing resources and environment,
including phone, fax and other mutually agreed office equipment and material needed for the
work Consultant is performing pursuant to this Agreement.
Customer Consulting Services Agreement with Atlas Integrated, LLC. 4/23/2019 Page 1
4. Compensation.
4.1 Consultant's compensation for the Consultant Services shall be as set forth in the
Compensation Schedule set forth in Attachment B hereto.
4.2 Customer shall be responsible for all reasonable out-of-pocket costs (not including day to day
operating expenses such as routine photocopying, long-distance telephone) incurred by
Consultant and Customer in connection with performing the Consultant Services, including,
but not limited to, out of the area travel, specific reimbursable expenses for photography,
stock art and illustration, image searching, hosting, printing and press checks. Customer shall
be responsible for payment of all sales, use, excise and other applicable taxes, duties and
similar levies on the service provided hereunder or on any equipment, software, license, use,
royalty or similar product or service used in connection with performance of the work.
4.3 Unless otherwise specified in this Agreement, all invoices for Consultant Services and out of
pockets costs and taxes shall be due and payable within thirty (30) days of receipt. Interest
shall accrue on any unpaid amounts at the rate of 1.0% per month from the date such sums
were due. Consultant shall have the right to suspend (including but not limited to turning off
access to websites) providing of Consultants Services at any time without penalty or liability
for breach of this Agreement where Customer fails to pay when due invoices for Consultant
Services, costs and taxes.
4.4 Customer may be required to pre-pay for licenses, royalties and fees for art and imagery in
order to ensure timely delivery of the same.
4.5 Please make checks payable to:Atlas Integrated
Mail to: 1900 Dartmouth Ave Boulder CO 80305
5. License and Intellectual Property Rights.
5.1 Customer acknowledges that it is not and will not be the author or owner of any code,
graphics, data or documentation provided to Customer by Consultant where such code,
graphics, data or documentation consists of pre-existing know how, generic, licensed or
non-unique software components, structure, architecture, subroutines, functions, algorithms,
formulas, third party tools, libraries and programs which Consultant may make use of or
incorporate into the work and to which Consultant or and third party licensor has prior
copyright ownership ("Pre-existing Materials"). The parties recognize and agree that the code,
graphics data or documentation comprising the work performed by Consultant for Customer,
other than Pre-existing Materials, is a "work made for hire", and that, provided Customer
makes payment in full of all amounts from time to time required to be paid to Consultant
hereunder, Customer shall be deemed to be the author of such work. Contingent upon the
payment in full to Consultant, Consultant grants Customer a personal, royalty free,
non-transferable right and license to use and modify the work performed by Consultant
hereunder, subject at all times however to the rights of others in the Pre-Existing Materials.
5.2 Consultant may retain a copy of any such work for the purpose of displaying specimens or
exemplars of their services to third parties, without written approval from Customer. The
display of these"work products" shall conform to all levels of confidentiality in this agreement
and shall not require Customer's approval in writing prior to disclosure to any third party.
6. Warranties and Remedies.
6.1 EXCEPT AS PROVIDED IN THIS SECTION,ALL SERVICES AND SOFTWARE ARE
DELIVERED WITHOUT WARRANTY OF ANY KIND (EXPRESS, IMPLIED OR STATUTORY)
TO CUSTOMER OR ANY THIRD PARTY, INCLUDING, BUT NOT LIMITED TO,ANY
EXPRESS OR IMPLIED WARRANTIES OF (1) MERCHANTABILITY; (2) FITNESS FORA
PARTICULAR PURPOSE; (3) EFFORT TO ACHIEVE PURPOSE; (4) QUALITY OR (5)
ACCURACY. NO EMPLOYEE, CONSULTANT,AGENT OR OTHER REPRESENTATIVE OF
CONSULTANT HAS AUTHORITY TO BIND CONSULTANT TO ANY ORAL
Customer Consulting Services Agreement with Atlas Integrated, LLC. 4/23/2019 Page 2
REPRESENTATIONS OR WARRANTIES CONCERNING THE SERVICES PROVIDED
HEREUNDER.
6.2 Notwithstanding the foregoing, the services provided by Consultant hereunder shall be
performed in a professional and workmanlike manner and shall substantially conform to the
description of services set forth in the applicable statement of work.
6.3 Customer's sole remedy for Consultant's breach of its obligations under this agreement is as
set forth herein. Should Consultant breach any warranty or representation in this Agreement,
or should Consultant default under any term of this Agreement, Customer shall notify
Consultant in writing and Consultant shall use reasonable diligence to remedy such breach
within 30 days after receipt of such notice. Should Consultant fail to remedy such breach
within such time, Customer shall be entitled to a reasonable abatement of fees hereunder. IN
NO EVENT SHALL CONSULTANT BE LIABLE TO CUSTOMER FOR ANY AMOUNT IN
EXCESS OF THE FEES ACTUALLY PAID BY CUSTOMER TO CONSULTANT FOR
SERVICES AND PRODUCTS PROVIDED HEREUNDER. CUSTOMER FURTHER AGREES
THAT IN NO EVENT SHALL CONSULTANT BE LIABLE TO CUSTOMER OR ANY THIRD
PARTY FOR ANY LOSS OF PROFITS, LOSS OF DATA, LOSS OF USE, INTERRUPTION
OF BUSINESS, OR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR
CONSEQUENTIAL DAMAGES OF ANY KIND WHETHER UNDER THIS AGREEMENT OR
OTHERWISE, EVEN IF CONSULTANT WAS ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES OR WAS GROSSLY NEGLIGENT.
7. Confidential Information.
7.1 Each party may be exposed, or have access, to confidential and proprietary information
belonging to or supplied by the other party including, without limitation, Work Product,
drawings, analysis, research, processes, computer programs, methods, ideas, know-how,
business information (including sales and marketing research, materials, plans, accounting
and financial information, personnel records, customer lists, and the like)and any other
information either known by the receiving party to be confidential, or designated by the
disclosing party as confidential either expressly or by the circumstances in which it is
disclosed ("Confidential Information"). Confidential Information does not include information
and/or data which: (a) has become publicly known through no violation of an obligation of
non-disclosure of any person or entity; (b)was obtained by the recipient from a third party
through no violation of an obligation of non-disclosure of any person or entity; (c)was
independently developed without any use or reference to Confidential Information and
through no violation of an obligation of non-disclosure of any person or entity; (d) has been
approved for disclosure in writing by the disclosing party; (e) has been disclosed pursuant to
a requirement of law, but only to the extent such disclosure is required; or(f)was in the
possession of the recipient prior to the Effective Date, through no violation of an obligation of
non-disclosure of any person or entity, as evidenced by written records.
7.2 Each party agrees, with respect to the other party's Confidential Information, and except as
expressly authorized herein, that it shall not use, transfer, commercialize or disclose such
Confidential Information to any person or entity, except to its own employees or
subcontractors, to the extent that they have a need to know or have access to such
Confidential Information in connection with the performance of this Agreement, and who are
themselves bound by similar nondisclosure restrictions. Each party shall use at least the
same degree of care in safeguarding the other party's Confidential Information as it uses in
safeguarding its own confidential information, but in no event shall less than due diligence
and care be exercised.The provisions of this Article 7 shall remain in effect for a period of
five (5)years following termination of this Agreement or until one of the exceptions set forth in
Section 7.1 applies,whichever occurs first.
8. Term, Termination and Suspension.
8.1 This Agreement shall remain in effect for one year for website hosting and software. Unless
this agreement it is terminated in writing with 30 days notice, contract shall automatically
Customer Consulting Services Agreement with Atlas Integrated,LLC. 4/23/2019 Page 3
renew for 1 calendar year. Upon termination of this Agreement under any of the foregoing
provisions, and in addition to any other rights or obligations arising from such termination: (a)
each party shall return to the other party all Confidential Information of the other party, in
whatever form, in such party's possession or control, and shall delete all records containing
such Confidential Information, except for a record of payments made hereunder; and (b)all
obligations to perform under any current or subsequent Statement of Work shall cease.
Nothing contained herein shall be deemed to affect Consultant's right to suspend Consultants
Services in the event of Customer's failure to timely pay obligations to Consultant under this
Agreement.
9. Dispute Resolution and Indemnification.
9.1 In the event of any dispute arising under this Agreement, other than the payment of sums due
to Consultant, the project manager for Consultant and the designated representative of
Customer agree to meet within a reasonable time after such dispute arises to determine the
nature of the dispute and corrective action to be taken to resolve such dispute. If such
persons are unable to agree on such corrective action, they shall notify senior management
of Consultant and Customer,who shall then meet to attempt to resolve such dispute. If
management is unable to resolve such dispute, each party shall have such remedies and
defenses as may be available at all and under this Agreement.
10. Indemnification.
10.1 To the fullest extent permitted by law, Customer and Consultant mutually agree to indemnify
and hold harmless both parties from any claim, harm, injury, loss or damage brought as a
result of this contract.
11. Procedures.
11.1 Change Request Process.
Customer may request changes within the general scope of work("Change
Requests"). Change Requests must be made in writing. Changes to work must be
approved by the Customer and Consultant and may include the following:
1. Additions to or deletions from the specifications.
2. Changes in the time and place of performance.
3. Changes in the scope or nature of the work to be delivered.
4. Changes in the nature and quantity of deliverable work product.
If any change affects payments due or time of performance, details must be
specified in the Change Request, which is approved by the Customer and
Consultant.
Only authorized representatives of the Customer and Consultant shall make
changes to the terms and conditions of this agreement. Neither Consultant nor
Customer will be accountable for meeting commitments that have not been agreed
to in an approved Change Request.
11.2 Additional Project Expenses.
Typically, such items as photography, image searching, hosting, printing, press
checks, travel, etc., are necessary and can change the budget of the project. If a
Change Request shall result in additional project expenses, Consultant will use
reasonable efforts to outline any changing budget costs as a result of such Change
Request and submit such outline to Customer for approval.
11.3 Signoff.
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At major project milestones, signoff is required on all project materials by the
Customer in written form. Signoff constitutes acceptance of materials for use.
Verbal confirmation does not constitute acceptance.
12. Non-Hiring Covenant.
12.1 Customer hereby covenants and agrees that during the term of this Agreement and for a
period of twenty four(24) months thereafter, Customer and its affiliated companies, including,
without limitation, their respective officers, directors or employees, shall not solicit for
employment or employ any current or former employee of Consultant or its affiliated
companies or current or former independent contractor or member of the contract sales force
of Consultant or its affiliated companies("Restricted Person"). The term "employ"as used in
this section shall mean any relationship in which compensation is paid directly or indirectly by
Customer for or to a Restricted Person, including, without limitation, direct employment,
leased employee, an independent contractor relationship or through an employment agency.
The term "former"as used in this section shall mean during the term of this Agreement or the
prior 12-month period.
13. General Provisions.
13.1 The construction, validity and performance of this Agreement shall be governed by and
construed in accordance with the laws of the State of Colorado, and the parties expressly
waive choice of law rules. The parties agree that venue and jurisdiction for any litigation
arising out of, related to, or regarding the validity of this agreement shall lie in the District
Court for the City and County of Denver, Colorado.
13.2 The relationship of Consultant and Customer established by this Agreement is solely that of
independent contractors. Nothing contained herein shall be deemed to establish a
partnership,joint venture, association or employment relationship between the parties.
13.3 In the event that Consultant shall be required to commence any action to enforce the terms of
this Agreement, Consultant shall in any such action be entitled to an award of it costs and
reasonable attorney's fees.
13.4 Neither party shall be liable in damages or have the right to terminate this Agreement for any
delay or default in performing hereunder if such delay or default is caused by conditions
beyond its reasonable control including, but not limited to Acts of God, Government
restrictions(including the denial or cancellation of any export or other necessary license),
wars, insurrections and/or any other cause beyond the reasonable control of the party whose
performance is affected, however the inability or failure to pay obligations under this
Agreement shall not be excused by the terms of this section.
13.5 This Agreement and its attachments constitutes the entire agreement between the parties
with respect to the subject matter hereof and supersedes any and all other agreements,
either oral or in writing, between the parties with respect to the matter stated herein.
13.6 This Agreement may be modified or amended only by a writing signed by the party against
whom enforcement is sought.
13.7 If any provision of this Agreement is held invalid or unenforceable for any reason, such
determination will not affect the remaining portions of this Agreement, and the affected
provisions shall be interpreted and enforced to the full extent possible to carry out the intent
of such provision.
13.8 Failure to enforce this Agreement shall not be a waiver of any provision of this Agreement,
and a waiver of breach shall not be a waiver of any other or subsequent breach.
IN WITNESS WHEREOF, and intending to be legally bound, the parties hereto have caused this
Agreement to be executed by their duly authorized representatives.
Consultant Customer
Customer Consulting Services Agreement with Atlas Integrated, LLC. 4/23/2019 Page 5
By: By: /7,------
Title: Coo Title: c''ry Ai4. ,el C__.‹.__
Date: 12/13/2022 Date: /Z—s S- Z z
Customer Consulting Services Agreement with Atlas Integrated, LLC. 4/23/2019 Page 6
ATTACHMENT B.
COMPENSATION
Project/Service One-Time Annual recurring fees
over a 1-year period
Economic Development Website Software and Hosting NA $1625
Economic Development Website Support and Training NA $1625
•
Total: $3250
Payment Policy
Please note that this project is billed on a fixed price, fixed scope basis. Any changes from the
agreed to scope will result in a change order.
• All fees will be billed quarterly in advance, starting upon contract signing.
The Customer has two ways to pay:
1) The Customer will receive invoices via email quarterly in advance. To select this
option, check here:
X
When paying Invoices, please make checks payable to Atlas Integrated
Mail to: 1900 Dartmouth Ave
Boulder CO 80305
All invoices are payable within 30 days (our grace period) or will be subject to a late fee charge
of 1.5% for each 30 days late (18%APR). Should extended delays in payment (beyond 45 days
from invoice creation date), Consultant will discontinue Customer's access to the website or
web applications provided under the contract.
Note: Both parties' signatures must appear in Attachment B. Compensation.
Customer Consulting Services Agreement with Atlas Integrated, LLC. 4/23/2019 Page 7
Consult Customer AZ ---
By: By:
Date: 12/13/2022 Date: / 2 — / - Z 2
ATTACHMENT C
HOSTING SUPPORT POLICIES
Unlimited Free Support Services
Any requests due to loss of service or technical issues not the Customers responsibility will not
be billed to the Customer. Additionally, Consultant shall provide the following Support Services
free of charge, to up to three designated Customer representatives, using the
support@communitvsys.com email address, and company phone number:
• Bug fixes
• Answering general questions
• Virtual Instructor Led Training
• Atlas Integrated Digital Economic Development University
• User Documentation
• Videos/Recordings
Value Added, Paid Enterprise Services
Consultant also offers the following paid Value added support services. All of the below
services will only be performed if previously authorized within a written contract, and will be
billed as work is completed hourly:
• Data Cleaning Services
• Data Integration Services, including importers
• Data Entry
• Data Collection and Research
• Partner Engagement and Communications
• Support for Partner relationships
• Marketing Automation Consulting
• Partner Response Consulting
• Third Party Software Integration
Website Hosting
To ensure that your website performs up to expectations and has easy access to all of the latest
updates, we will provide hosting services, billed on a quarterly basis in advance. Further,
updates are free if hosting with Atlas Integrated. Atlas Integrated maintains its systems to a
99.85% uptime standard, exclusive of planned maintenance windows.
Product Enhancements and Updates
Consultant maintains a backlog of suggested non-critical enhancements at all times that it
reserves the right to prioritize as it sees fit. These enhancements can include updates to
existing functionality, adding updates that make content that is currently not configurable by
the customer configurable, new features not yet imagined, as well as customer requested
Customer Consulting Services Agreement with Atlas Integrated, LLC. 4/23/2019 Page 8
improvements. Should a single Customer wish to influence the order and pace of
improvements, they may pay to accelerate a feature development themselves. If multiple
customers wish a feature to be moved up in priority, then Consultant may accelerate the
development of that feature at its own cost on its own time table. Any product enhancements
asked for by a single customer will be subject to a fee based on level of effort.
Service Level Agreement for Products and Hosting
As described below, services level agreements are for the current release level of the Product
and the previous release level thereof:
• Problem reporting, tracking and monitoring by electronic mail via the Internet;
• Reasonable telephone support to up to three designated contacts for problem
determination, verification and resolution on a call-back basis during Company
normal business hours of 9 a.m. to 5 p.m. Mountain Standard Time; and
• Diligent efforts to promptly resolve defects and errors in the Product in accordance
with the following schedule:
ERROR PRIORITY (1) RESPONSE (2) RESOLUTION (3) EXAMPLE
P1 1 Hour 1 Hour Public site unavailable
P2 1 Hour 1 Day Site avail, Feature level issues
P3 Same day 5 days Page speed issues
P4 Same day 15 days Minor misconfiguration
P5 Weekly As scheduled Enhancements
(1) Priority:
-P1- Catastrophic product or module failures that do not have a viable
detour or work around available.
-P2- Problems that have been substantiated as a serious inconvenience to
users. This includes any priority A failure for which a viable detour or work around is available.
-P3+- All other problems which the user can easily avoid or detour for which
there is no urgency for a resolution.
Maximum File or Database Sizes
Certain file sizes are recommended for use with our products, as larger file sizes may impact
site performance:
• KML file overlays are recommended to be smaller than 2 MB after being generalized.
• Video or large graphic files are recommended to be no more than 10MB.
• Property or graphic databases over 100MB may be subject to additional hosting or
bandwidth fees.
Browser Support Restrictions
Customer recognizes that web-based works delivered by consultant shall be compatible with a
limited number of internet browser applications as outlined below.
Websites and web-based applications delivered by Atlas Integrated are maintained for
compatibility with the following browsers:
• Most recent 3 versions of Microsoft's browser (including versions of Edge)
• Most recent 3 versions of Chrome on Windows and MacOS
• Most recent 3 versions of FireFox on Windows and MacOS
• Most recent version of Safari on MacOS
Customer Consulting Services Agreement with Atlas Integrated, LLC. 4/23/2019 Page 9
• Most recent version of Safari Mobile on iOS
• Most recent version of Android Browser/Chrome Mobile for Android
Atlas Integrated cannot guarantee compatibility with any browser or access method not defined
in the preceding list.
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