EXHIBIT 10.16
CONTRACT FOR NETWORK MANAGER SERVICES
BETWEEN
THE CONSOLIDATED CITY OF INDIANAPOLIS AND XXXXXX COUNTY
AND
CITY-COUNTY INTERACTIVE, L.L.C. (CCI)
This Contract is between the Consolidated City of Indianapolis and
Xxxxxx County ("City/County"), by and through the Enhanced Access Board of
Xxxxxx County ("EAB"), and City-County Interactive, L.L.C. ("CCI"), a
wholly-owned subsidiary of Indian@ Interactive ("I@I"), an Indiana
corporation.
WHEREAS, The Enhanced Access Board of Xxxxxx County was created under
the REVISED CODE OF THE CONSOLIDATED CITY AND COUNTY, SEC. 285-303, to
oversee enhanced access to city/county information and transactions.
WHEREAS, On September 16, 1997, the EAB and CCI entered into a
Memorandum of Understanding ("MOU") to provide enhanced access to city/county
information and transactions.
WHEREAS, The EAB and City/County desire to extend the provisions of the
MOU and enter into a longer term contract with CCI to serve as Network
Manager to establish, develop, operate, maintain, and expand an Internet
website, hereinafter referred to as the "Network" or "CivicNet," for the
purpose of providing increased electronic access to public and other useful
and relevant information and electronic transactions with City/County.
NOW THEREFORE, the parties agree as follows:
1. PURPOSE OF THE INFORMATION NETWORK.
The purpose of the Network and this Contract may be summarized as
follows:
a. To create and provide a significant and aggressively promoted
public service to the citizens and businesses of the City of Indianapolis and
Xxxxxx County by (1) increasing accessibility to public information and other
useful information and services through electronic means, (2) promoting
economic development by increasing ease of access to public information and
other useful information, and by promoting the sharing of that information
through electronic transactions and (3) promoting interaction electronically
between citizens and government for the convenience of the citizenry and the
efficiency of the government.
b. To provide such public service through private capital, marketing
and management.
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2. TERM OF CONTRACT.
The term "Contract" as used in this document shall mean the initial
term, together with any renewal term(s) which may be approved.
This Contract shall be for a term of five (5) years, commencing 12:00 am
January 1, 1998, and expiring at 11:59 p.m., December 31, 2002, unless
earlier terminated according to the terms of this Agreement. At the option
of the City/County, the Contract may be renewed for up to two (2) additional
three (3) year terms. By December 31, 2001, and by December 31 of the next
to last year of each successive term, the City/County will inform CCI of
City/County's decision on whether or not to extend the contract period.
CCI will be responsible during the term of this Contract for
procurement, installation, maintenance and testing, and production operation
of Network hardware and software, which shall either be owned by CCI or
licensed to CCI or I@I by third-party vendors.
I@I's initial contribution of intellectual property to CCI for the
CivicNet service under this Agreement is valued at $1,000,000.00. For
purposes of this Agreement, such amount shall be amortized over the initial
five (5) year term of this Agreement at a rate of twenty per cent (20%) per
year. Upon expiration of the initial five (5) year term of this Agreement,
City/County shall be entitled to a perpetual for-use-only software license
with the right to modify, along with application software documentation and
source code, for no additional compensation to CCI. The latest version of
documentation and source code will be maintained in escrow by CCI, to the
benefit of the City/County, throughout the life of this Agreement.
In the event this Agreement is terminated prior to the completion of the
initial five (5) year term, City/County shall be entitled to a perpetual
for-use-only software license with the right to modify, along with
application software documentation and source code upon payment of the
amortized balance of the value of the initial contributed intellectual
property.
Prior to the termination of this contract, either upon expiration of the
initial term or any applicable renewal term, or upon early termination, as
provided by this Agreement, CCI covenants to City/County to make an orderly
transition of CivicNet and to perform any and all tasks in good faith which
are necessary to preserve the integrity of CivicNet operations. CCI shall
make every reasonable effort to ensure that any such transition shall be
performed in a professional and business like manner, and shall comply with
the reasonable requests of the City/County, the EAB, and successive network
managers, if any, to guarantee a successful, unhindered transfer in
accordance with this Agreement. Additionally, City/County may exercise
provisions concerning continuation of operations during transition period as
set forth in Section 27 of this Agreement.
3. AMENDMENT OF CONTRACT.
No waiver or modification of this Agreement or of any covenant, condition,
or limitation herein contained shall be valid unless in writing and executed by
all the parties hereto. The
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parties further agree that the provisions of this paragraph may not be waived
except as herein set forth.
4. RELATIONSHIP OF PARTIES.
Notwithstanding any other provisions contained herein, it is expressly
agreed that CCI is an independent contractor in the performance of each and
every part of this Contract. As such, CCI is solely liable for all labor and
expenses in furtherance of such performance and for any and all damages which
may be occasioned on account of its performance hereunder.
CCI may become an agent of City/County only by the expressed written
consent of City/County.
CCI understands the role of the City/County's designated agent, EAB in
the policy making process and agrees to be responsive to policy decisions of
the EAB.
CCI will not pledge any assets of the City/County or the city/county EAB
in its care, custody or control, or cause any type of lien to attach to such,
except with the express written permission of the City/County or EAB.
It is expressly agreed that CCI and any subcontractors and agents,
officers, and employees of CCI or any subcontractors in the performance of
this Contract shall act in an independent capacity and not as officers or
employees of City/County. It is further expressly agreed that this Contract
shall not be construed as a partnership or joint venture between the
contractor or any subcontractor and City/County. CCI shall have no authority
to bind City/County for the performance of any contract or otherwise obligate
City/County, except as specifically set forth in this Agreement.
5. HARDWARE AND SOFTWARE AGREEMENTS.
CCI will provide hardware, and provide or develop software as enumerated
in the I@I Proposal, and such other hardware and software as may be necessary
to make the Network interfaces on the Web operational. City/County shall be
responsible for all City/County hardware, software, data and operations.
All Network trademarks, trade names, logos and other Network identifiers
(e.g. CivicNet), Internet uniform resource locators, Internet addresses, and
e-mail addresses obtained or developed pursuant to this Contract shall be the
property of the City/County. CCI is hereby granted a full license to the
same for the duration of this Contract and any extensions thereof.
6. CONNECTIONS WITH CITY/COUNTY AND DPE OFFICES.
Costs associated with and maintenance of communication links from
City/County facilities to CCI facilities for Network purposes, including but
not limited to leased circuits from telephone or cable companies, shall be
paid as expenses by CCI, with the exception of installation charges, which
shall be borne by City/County.
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7. INFORMATION NETWORK SERVICE.
a. On behalf of City/County, CCI shall negotiate with and obtain
written contracts ("interagency agreements") from each separate
data-providing entity (typically a city or county agency), ("DPE") from which
electronic access is desired. The rights and responsibilities of CCI,
City/County, and each respective DPE shall be governed by the terms and
conditions of each interagency agreement. All contracts with DPEs shall be
subject to the approval of and review by the EAB.
b. All third party subscribers to the Network will be required to
execute a contract for services.
c. CCI shall be responsible for billing and collecting all fees due
and payable from subscribers.
8. REGULATION OF RATES.
A Pricing Committee will be appointed by the EAB to review and recommend
Network fees to the EAB. The Pricing Committee will convene as necessary or
as requested by CCI to review Network fees. In order to offer Network
services and enhancements as quickly as possible, the Pricing Committee will
review and fees and make recommendations within 10 days of receipt.
The EAB may on its own motion or upon request by CCI review and regulate
any and all Network fees for services. CCI may at any time recommend changes
in rates and fees to the City/County.
All Network fees charged to Network users shall be subject to the final
approval of the EAB.
9. FINANCIAL MANAGEMENT.
CCI shall operate in accordance with an annual management and budget
plan prepared and amended in consultation with the EAB. The management and
budget plan shall be reviewed by the EAB and shall reflect the priorities for
the Network established by CCI in consultation with the EAB. CCI shall
ensure regular review by the EAB of progress made in relation to the
management and budget plan.
CCI shall establish one or more accounts in Indiana financial
institutions which are federally insured for deposit of revenue from Network
operations and shall furnish the EAB with the names of the institutions, the
account numbers, and the names of those persons having signatory authority.
The disbursement of funds received by CCI as a result of the operation
of this Contract will be as follows:
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a. Any City/County statutory fees which are collected by the Network
will be distributed to the appropriate City/County agency;
b. Payment of all Network operating expenses, including charge-back
expenses from the Xxxxxx County Information Services Agency, necessary for
the development, operation, management and expansion of the Network;
c. Transfer of funds, if any, to the EAB in accordance with
Interagency Agreements between the EAB and respective entities; and
d. Fee adjustments, if appropriate, will be made by the EAB, pursuant
to recommendations by CCI. Should the business climate or network
performance materially change for the worse and upon request by CCI, EAB
shall conduct a review to determine whether the fees should increase.
10. FINANCE INFORMATION AND RECORDS.
All CCI documents and records pertaining to operation of the Network
will be available for inspection, auditing, and copying by the City/County,
the EAB, or other authorized representatives designated by the City/County,
at any reasonable time. Monthly income statements and balance sheets for the
Network will be provided to the EAB by CCI.
CCI also agrees to comply with any recommendations made in any audit,
unless CCI and the EAB otherwise mutually agree. Any such audit will be
performed by a competent and reputable CPA licensed in Indiana.
To the extent an audit report discloses any discrepancies in the CCI
charges, xxxxxxxx, or financial records, and following a period for review
and verification of the amount by CCI, CCI will adjust the monthly xxxx as
soon as reasonably possible, but not to exceed 90 days. CCI shall cooperate
to assure that verification is completed in a timely manner.
The accounting system is to include a numbered chart of accounts, books
of original entry of all transactions, appropriate subsidiary ledgers, a
general ledger which includes to-date postings and an audit trail through
financial statements. Such books may either be maintained on paper or on
computer with appropriate backup. CCI shall from the beginning of this
Contract adopt the calendar year ending December 31, for reporting purposes.
11. PERSONNEL PRACTICES.
The hiring, recruitment, management, training, and firing of CCI
employees will be the responsibility of CCI. The EAB's only involvement in
the personnel affairs of CCI shall be limited to disclosure of the names and
positions of officers and employees of CCI.
All CCI employees with access to City/County data bases shall go through
a criminal background check prior to hiring. City/County reserves the right
to refuse access to City/County data bases to any CCI employees, agent or
subcontractor who has been convicted of a felony.
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No officer, employee, director, or member of CCI shall receive a salary,
except as and for services performed by such officer, employee, or director
or shareholder for CCI on behalf of the Network. This provision shall not
apply to distribution of profits from CCI to I@I.
CCI shall be responsible for all required employer costs attributable to
its officers and employees, including but not limited to, workers'
compensation premiums and deductible, unemployment compensation tax
withholding contributions, tax withholding contributions, and similar items.
CCI agrees that neither it nor any subcontractor approved by City/County
and engaged by CCI to perform any activities which are the subject of this
Agreement will discriminate against any employee or applicant for employment
in the performance of this Agreement with respect to hiring, tenure, terms,
conditions or privileges of employment, or any matter directly or indirectly
related to such employment, because of race, sex, religion, color, national
origin, ancestry, age, handicap, disabled veteran status and Vietnam-era
veteran status. Breach of this provision may be regarded as a material
breach of the Agreement.
12. CHANGES IN INFORMATION NETWORK.
Network operations and development shall be in accordance with the I@I
Proposal, the MOU, and this Contract.
A planned material change in Network operations cannot be made by CCI
without the prior written consent of the City/County. A "material change"
includes, but is not limited to, a change which is substantial and which
increases response time to inquiries, adds to the complexity of Network use,
diminishes services provided to users, or results in a comparable impact on
operations noticeable by users.
CCI will provide to the EAB at least thirty (30) days' prior written
notice of a planned material change in Network operations.
CCI shall timely provide to the EAB such other management reports as the
EAB may reasonably request.
The EAB may establish policies to guide and develop the expansion of the
Network, including at the request of CCI.
13. NOTICES.
The City/County contact person shall be designated by the City/County in
writing no later than upon the execution of this Contract. The CCI contact
person shall be the Director of CCI or the Network General Manager of I@I.
Each party may change its designation for notice following written notice to
the other party to this Contract.
Notices by the parties to one another shall be given in writing to the
persons identified above or to such other persons as may be subsequently
identified in a written notice. Such
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notices shall be effective on the date of receipt if sent by U. S.
first-class or restricted delivery mail, postpaid, or by any reputable
overnight delivery service, prepaid.
14. APPROPRIATE USE MESSAGES.
Where appropriate within the website, the Network Manager shall display
an appropriate use message to all Network subscribers on a screen prior to
accessing the affected information. Each subscriber shall be required to
verify compliance with said message terms. Upon subsequent log-ons, such
message shall be displayed, without verification, only if prior verification
is logged in the user file.
The Network Manager shall provide DPEs the opportunity to include
additional wording if determined necessary by the DPE. The appropriate use
message may be approved by the EAB and updated to comply with any amendments
to the law, or as required by the EAB.
15. ACCESS BY DATA PROVIDING ENTITY.
a. DPEs furnishing information for which Network fees are charged
shall have terminal (read) access to the Network's computerized log of
subscribers using that DPE's data and their security status, without access
cost to the DPEs. The DPEs will be responsible for any cost of terminal(s)
and the cost of a dial-up or lease line, or Internet access, whichever is
used.
b. Each respective DPE shall be able to sign on to the Network to
audit the dissemination of its records. On-line audit capability must be
available for the length of time specified by the data owning agencies after
transaction processing. At a minimum, the Network shall retain the following
data: name or username of subscriber, transaction date and time, type of
inquiry and access keys. After the on-line retention period has expired, CCI
shall, as specified between CCI and the DPEs, retain, destroy, or provide the
record information to the DPEs without cost.
c. CCI shall promptly notify affected DPEs and the EAB of unauthorized
attempts to gain access to data which is restricted by the terms of the
Interagency Agreement with the DPE. The notice shall contain detailed
information to aid the affected DPE in examining the matter.
d. Only information that is legally distributable will be included on
the Network. The DPE will remain the legal custodian of any data placed on
the Network. In accessing data on any DPE's host platform, the Network
Manager will comply with the agency's security requirements or work with the
DPE to improve security procedures, if such action is deemed appropriate.
16. MARKETING.
CCI will provide resources to market the network to customers and
potential customers. CCI staff will aid in the development of new network
services and the enhancement of existing network services in an attempt to
meet customer needs. Training sessions will also be offered to customers
where necessary.
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17. HELP DESK.
CCI will provide technical assistance on the use of the network to
customers. Staff will be available during regular office hours through both
a local and toll-free telephone number. Technical staff may be contacted
outside of regular business hours through a telephone page.
City/County shall designate a contact person in each appropriate DPE,
who will be available to answer questions from CCI regarding the Network
content or the interpretation of a record.
18. INSURANCE AND BONDS.
CCI shall provide the EAB written proof of the following provided by a
qualified firm authorized/admitted to do business in Indiana:
a. Proof of a general comprehensive liability insurance policy in the
amount of at least $1,000,000.
b. CCI shall maintain all workers' compensation insurance coverage as
required by law.
c. CCI shall maintain Employers' Liability Insurance - Coverage B, as
required by law.
d. CCI shall maintain a commercial automobile policy in the amount of
at least $1,000,000, if any company vehicles are used.
e. CCI shall maintain a fidelity bond in the amount of at least
$100,000 per employee.
19. TERMINATION OF CONTRACT.
The EAB shall have the right to terminate this Contract for cause,
subject to cure, by providing written notice of termination to CCI. Such
notice shall specify the date and time, the specific provision of this
Contract or "for cause" reason that gives rise to the termination, and shall
specify reasonable appropriate action that can be taken by CCI to avoid
termination of the Contract. The City/County shall provide a period of up to
sixty (60) days, unless otherwise specified in this Contract, for CCI to cure
breaches and deficiencies of its performance obligations under this Contract.
CCI shall have the right to terminate this Contract for cause, subject
to cure, by providing written notice of termination to the EAB and
City/County. Such notice shall specify the time, the specific provision of
this Contract or "for cause" reason that gives rise to the termination, and
shall specify reasonable appropriate action that can be taken by the
City/County to avoid termination of the Contract. CCI shall provide a period
of up to sixty (60) days, unless otherwise specified in this Contract, for
the City/County to cure breaches and deficiencies of its performance
obligations under this Contract.
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The City/County may terminate this Contract at any time, and without
cause, if directed to do so by statute.
20. TERMINATION FOR CAUSE BY EAB OR CITY/COUNTY.
For purposes of this Contract, the phrase "for cause" shall mean, but
not be limited to:
a. Any material breach or evasion by CCI of the terms or conditions of
this Contract and its amendments, if any.
b. Substantial cessation of Network services.
c. Fraud, misappropriation, embezzlement, malfeasance, significant
misfeasance, or illegal conduct by CCI, its officers, directors, or members.
d. Dissolution of CCI or forfeiture of its existence as a legal
entity, unless the duties and responsibilities hereunder have been assigned
to a related entity.
e. Amendment of the EAB's enabling ordinance or an adverse judicial
decision by a court of competent jurisdiction, either of which has the effect
of rendering Network operations no longer feasible.
f. Material unresolved breach of an agreement with any City/County DPE.
g. Intentional disclosure by CCI, or by its officers, employees or
agents, of any information known by CCI to be confidential information.
h. Insolvency of I@I.
i. The EAB or City/County may cancel this Contract to the extent funds
or regulatory or statutory fees are no longer legally available for
expenditures under this Contract.
j. City/County represents, and CCI acknowledges, that City/County is a
governmental agency and that City/County's obligation to provide compensation
under this Agreement is contingent upon the appropriation for City/County of
funds sufficient for such purposes by relevant governmental agencies or
legislative authorities. If sufficient funds to provide such compensation
are not appropriated for City/County, City/County may terminate this
Agreement, and CCI shall be compensated for all services provided up to the
date of termination. City/County agrees: (1) not to effect termination
under this Paragraph 6 for the purpose of replacing the services with
functionally equivalent services supplied by others; and (2) to use its best
efforts to obtain funds to continue to meet its monetary obligations under
this Agreement by taking all appropriate action to request the appropriation
of such funds by the relevant governmental agencies or authorities.
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21. TERMINATION FOR CAUSE BY CCI.
CCI may cancel this Contract, upon notice to City/County and the EAB, in
the event that (a) legislation materially alters the authority or duties of
the EAB to the extent that operation of the Network, as currently envisioned,
cannot be supported, or (b) the financial base upon which CivicNet relies for
solvent network operations does not materialize or is removed in the future,
or (c) any material breach or evasion by the EAB or City/County of the terms
or conditions of this Contract and its amendments, if any.
22. PATENT, COPYRIGHT, TRADEMARK, TRADE SECRET INDEMNITY.
CCI warrants that its proposed operation of the Network does not and
shall not infringe on the United States patent, copyright, trademark or trade
secret right of any person or entity. The EAB shall be provided with prompt
notice of any such claim of infringement and CCI shall have the exclusive
right to defend or settle such claim at CCI's option. The EAB and
City/County shall cooperate with CCI in its defense or settlement of such
claim at no expense and no liability to either the EAB or City/County. CCI
will be responsible for all expenses necessary to hold the City/County, the
EAB, or its members, harmless from any claims arising from the subject of
this section.
23. LIABILITY.
City/County, its agents, and employees shall not be legally responsible
for Network problems due to resources or decisions lying wholly within CCI's
authority under this agreement.
CCI agrees for itself, its agents, employees, and assigns to hold
harmless, indemnify and defend the EAB and City/County, its agents and
employees from any actions arising out of CCI's gross negligence or material
failure to perform under the terms of this Contract.
CCI agrees to indemnify, defend, and hold harmless the City/County and
EAB members, its officers, agents and employees, from and against any claim
or liability arising from any negligent act or omission of CCI, its
employees, agents or subcontractors, during the performance of this Contract.
24. TEMPORARY FUNDS TRANSFER FROM CITY/COUNTY TO CCI
As set forth in the MOU, CCI shall continue to devote its efforts
entirely for at least the first fifteen months following the signing of this
Contract to the development of additional transactions and services for which
a fee will be justified, in order to work as expeditiously as possible toward
establishing CivicNet as a network that is self-supporting financially.
Thereafter, the EAB may authorize CCI to continue to devote its efforts
entirely to additional transactions and services for which a fee is
justified, or it may authorize CCI to begin also developing free-to-view
content as Network resources may allow, in addition to fee transactions and
services.
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As an inducement to I@I to continue work on the Network despite
CivicNet's current insolvency, EAB or City/County will provide a monetary
transfer to I@I in the amount of $9000.00 per month, on the first of each
month or partial month, commencing with the signing of the MOU through August
1, 1998.
25. ASSIGNMENT AND SUBCONTRACTING.
CCI may not assign any of its rights or delegate any of its duties
hereunder unless done pursuant to prior written consent of the City/County.
CCI may subcontract portions of work to be performed by it under this
Contract with the written consent of the City/County. City/County
acknowledges that CCI has used and may in the future use contract programming
consultants for temporary programming assistance. In the event CCI
subcontracts portions of work to be performed by it under this contract, CCI
shall remain responsible for all work performed by its subcontractors.
26. CLAIMS.
This Contract shall be construed according to the laws of Indiana. Any
legal proceedings against the EAB or City/County regarding the EAB, RFI or
any resultant contract shall be brought in Indiana's administrative,
legislative, or judicial forums.
27. CONTINUATION OF OPERATIONS DURING TRANSITION PERIOD.
If, for any reason, this Contract shall be terminated, or upon
expiration of the Contract without extension, or at the end of any extension,
CCI shall, at the option of the City/County, continue to operate under this
Contract as Network Manager in accordance with all terms and conditions of
this Contract, together with any amendments or modifications in existence at
such time, for a period of up to twelve (12) months from the time of
expiration or notification of termination from the City/County to CCI,
whichever occurs earlier. PROVIDED, HOWEVER, that if Network operations are
incurring a net loss at that time, then CCI shall not be obligated to
continue with such operations unless such loss is reimbursed promptly each
month within thirty days of the previous month's end by City/County. The
length of such transition period shall be mutually agreed in advance of its
commencement.
The intent of this provision is to insure continuation of Network
operations while a successor Network Manager is chosen and installed.
28. ENTIRE AGREEMENT.
This Contract, including any documents incorporated by reference,
constitutes the entire agreement of the parties and supersedes all other
prior written or oral contracts between the parties with respect to the
subject matter hereof. This Contract may be amended only by a writing signed
by the parties thereto.
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29. CONFIDENTIALITY.
CCI, and its agents, employees and subcontractors, shall not disclose
any information obtained from the City/County, or any DPE, as a result of
this Contract except as approved the City/County or the appropriate DPE, and
except as is necessary to fulfill the purpose of this contract.
30. SEVERANCE.
All the provisions, agreements and covenants contained herein are
severable, and if any one of the aforementioned shall be held invalid by any
competent court having jurisdiction herein, to the extent that the purpose of
this Contract is not defeated, this Contract shall be interpreted as if such
invalid provisions, agreements, or covenants were not contained therein.
31. NON-COLLUSION CERTIFICATION.
CCI certifies that there has been no collusion between CCI and any
employee, officer, or agent of the City/County in the award of this Contract
and that CCI, prior to the execution of this Contract, has caused an inquiry
to be made of all interested employees, agents and representatives of CCI.
32. FORCE MAJEURE.
Neither City/County nor CCI will be responsible for any failure or delay
in performance due in whole or in part to any act of God or other cause
beyond their reasonable control. In the event that either party is unable to
perform any of its obligations under this Contract, the party shall
immediately give notice to the other party and shall use reasonable efforts
to resume performance.
33. CHANGES IN CITY/COUNTY DATA BASE.
City/County shall notify CCI of planned, material changes in the
City/County's computers, data bases or internal operations affecting CivicNet
operations at least thirty (30) days prior to the implementation of said
planned changes. City/County shall notify CCI as to unplanned or emergency
changes to the City/County data bases as soon as practicable.
City/County shall notify CCI of interruptions of access due to routine,
scheduled maintenance at least forty-eight (48) hours prior to the
interruption
IN WITNESS to the agreement of the City/County and CCI, to all of the
above terms and conditions, the respective governing bodies of the two
organizations have approved the same and have authorized their chief
executive officers and secretaries to affix their signatures below indicating
such to be effective upon the 31st day of December, 1997.
CITY-COUNTY INTERACTIVE, L.L.C.
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/s/ Xxxxxxx X. Xxxxxxx, Xx. 8/28/98
--------------------------- -------
Xxxxxxx X. Xxxxxxx, Xx. Date
President and CEO, Indian@ Interactive, Inc.,
General Manager of City-County Interactive, L.L.C.
ATTEST:
/s/ Xxxx Xxxxxx 8/28/98
--------------- -------
Xxxx Xxxxxx, Director of CivicNet Date
CONSOLIDATED CITY OF INDIANAPOLIS/XXXXXX COUNTY
/s/ Xxxxxxx Xxxxxx 8/31/98
------------------ -------
Xxxxxxx Xxxxxx, Chairman Date
Enhanced Access Board
/s/ Xxxxxx Xxxxxxxxx 8/31/98
-------------------- -------
Xxxxxx Xxxxxxxxx, Secretary Date
Enhanced Access Board
Approved:
/s/ Xxxxxxx Xxxxxxxxx 9/21/98
--------------------- -------
Xxxxxxx Xxxxxxxxx Date
Mayor and Chief County Executive
Approved as to form and Legality:
/s/ Xxxxxx X. Xxxxxxxx 8/31/98
---------------------- -------
Xxxxxx X. Xxxxxxxx Date
Assistant Corporation Counsel
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ADDENDUM TO CONTRACT FOR NETWORK SERVICES
BETWEEN THE CONSOLIDATED CITY OF INDIANAPOLIS AND XXXXXX COUNTY
AND CITY-COUNTY INTERACTIVE, L.L.C.
This Addendum modifies the CONTRACT FOR NETWORK SERVICES BETWEEN THE
CONSOLIDATED CITY OF INDIANAPOLIS AND XXXXXX COUNTY AND CITY-COUNTY
INTERACTIVE, L.L.C., by making the following changes:
1. TEMPORARY FUNDS TRANSFER FROM CITY/COUNTY TO CCI.
The second paragraph of Section 24 TEMPORARY FUNDS TRANSFER FROM
CITY/COUNTY TO CCI is hereby amended to read as follows:
As an inducement to l@l to continue work on the Network despite
CivicNet's current insolvency, EAB or City/County will provide a
monetary transfer to l@l in the amount of $9000.00 per month, on the
first of each month or partial month, commencing with the signing of
the MOU through February 1, 1999. Prior to February 1, 1999, l@l shall
provide to EAB CivcNet revenue and expense information in order for
EAB to determine whether further subsidy should be considered.
2. In all other aspects, the terms and conditions set forth in the
Professional Services Agreement shall remain the same.
CITY-COUNTY INTERACTIVE, L.L.C.
/s/Xxxxxxx X. Xxxxxxx, Xx. 8-31-98
----------------------------------------- --------
Xxxxxxx X. Xxxxxxx, Xx. , Date
President and CEO, Indian@ Interactive, Inc.,
General Manager of City-County Interactive, L.L.C.
ATTEST.
/s/Xxxx Xxxxxx 8-31-98
----------------------------------------- --------
Xxxx Xxxxxx, Director of CivicNet Date
CONSOLIDATED CITY OF INDIANAPOLIS/XXXXXX COUNTY
/s/Xxxxxxx X. Xxxxxx 8-31-98
----------------------------------------- --------
Xxxxxxx Xxxxxx, Date
Chairman Enhanced Access Board
/s/Xxxxxx Xxxxxxxxx 8-31-98
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Xxxxxx Xxxxxxxxx, Date
Secretary Enhanced Access Board
1
Approved:
/s/Xxxxxxx Xxxxxxxxx 8-31-98
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Xxxxxxx Xxxxxxxxx, Date
Mayor and Chief County Executive
Approved as to form and Legality:
/s/Xxxxxx X. Xxxxxxxx 8-31-98
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Xxxxxx X. Xxxxxxxx Date
2
