21-0907_CIVICPLUS, LLC_Agenda Report_E7City of San Juan Capistrano
Agenda Report
TO: Honorable Mayor and Members of the City Council
FROM: Benjamin Siegel, City Manager
SUBMITTED BY: Charlie View, Assistant City Manager
PREPARED BY: Matisse Reischl, Senior Management Analyst
DATE: September 7, 2021
SUBJECT: Software as a Service Agreement with Civic Plus, Inc. for Redesign,
Hosting and Support Services for the City’s Website
RECOMMENDATION:
Approve and authorize the City Manager to execute the Software as a Service Agreement
with Civic Plus, Inc. for redesign, hosting and support services for the City’s website.
EXECUTIVE SUMMARY:
The City strives to provide members of the public with robust online resources; however,
this has become a challenge as the City’s current website is hosted through an antiquated
platform which does not include maintenance support services nor the most current
security safeguards. Staff is unable to make necessary updates for improved functionality
or offer features typical of a public agency website within the current platform. As such,
funding has been programed into the Fiscal Year 2021-22 budget to undertake a website
redesign project as well as upgrade the hosting, technical support, and security
components of the site. Staff recommends the City Council approve the proposed
Software as a Service Agreement with Civic Plus, Inc., provided as Attachment 1, to
implement the Civic Engage streamlined content management system and hosting
platform for the City’s website, provide ongoing customer support, security
enhancements, and upgraded features.
DISCUSSION/ANALYSIS:
In April 2021, staff released a request for proposals for website redesign, hosting and
maintenance support services. On May 18, 2021, the City received 11 proposals from
website design firms. A proposal review committee consisting of the City’s Information
Technology Division and representatives from several City departments reviewed and
evaluated the proposals based on firm qualifications, experience, understanding of the
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City Council Agenda Report
September 7, 2021
Page 2 of 3
project, project design approach, proposed schedule, available design features and
website functionality. Following an initial review of all submitted proposals, the review
committee selected three firms to participate in interviews: Civic Plus, Granicus and
Revize.
Upon review of the proposals using the above criteria and interviews with the three
selected firms, the review panel unanimously identified Civic Plus, Inc. as the highest
ranked firm based on the following items:
• Website functionality, in terms of both City staff administration and public
accessibility and ease of use.
• Availability of customer service support and training.
• 20+ years of experience designing over 4,000 local government websites.
• Proposed security protocols.
• Competitiveness of proposed cost.
The most notable enhancement to the City’s current website environment provided by the
Civic Engage platform is the security features. Civic Engage would provide constant and
vigilant monitoring to prevent against security breaches of the City’s website and data.
Civic Engage includes 24-hour, seven day a week monitoring, streamlined notification
systems, and comprehensive recovery protocols in the unlikely event of a security breach.
In addition to security enhancements, the Civic Engage platform includes functionality to
ensure the City’s website is compliant with all accessibility requirements and would
provide a user friendly, efficient vehicle for the public to retrieve information and
interactive capabilities to conduct business. Features would include fillable forms, on-line
payment portals, registrations for classes and activities, reservations of parks and
facilities, and enhanced community notification systems.
Of the three finalists, Civic Plus also provided the most competitive pricing proposal for a
five-year agreement term. The initial Year 1 upfront design cost would be $37,143.40 with
an annual fee of $8,909 for ongoing support and maintenance services. A 3% annual
increase would go into effect in Year 3 of the agreement, which staff successfully
negotiated down from 5% beginning in Year 2.
Pending City Council approval of the proposed contract with Civic Plus, the consultant
would initiate the process to develop a redesigned City website that meets industry
standards of security, accessibility, and community engagement. The redesign process
is anticipated to take approximately six months to complete. The City’s current website
would remain fully operational throughout the redesign process. Following the launch of
the redesigned website, Civic Plus would also provide ongoing maintenance and support
services through the proposed five-year agreement. In addition to periodic updates and
maintenance of the site, a redesign of the City’s website is included in year three of the
proposed contract, at no additional cost, should the City wish to make significant
revisions. Given the enhanced functionality, competitive cost and user environment
proposed in the Civic Engage platform, staff recommends the City Council approve the
proposed Software as a Service Agreement with Civic Plus, Inc. for a five-year agreement
term.
City Council Agenda Report
September 7, 2021
Page 3 of 3
FISCAL IMPACT:
The initial upfront design cost would be $37,143.40, with an annual fee of $8,909 for
ongoing support and maintenance services. A 3% annual increase would go into effect in
Year 3 of the agreement. The City’s Fiscal Year 2021-22 operating budget has sufficient
funding to cover these costs.
ENVIRONMENTAL IMPACT:
In accordance with the California Environmental Quality Act (CEQA) the recommended
action is exempt from CEQA per Section 15061(b)(3), the general rule that the CEQA
applies only to projects which have the potential for causing a significant effect on the
environment. Where it can be seen with certainty that there is no possibility that the
activity in question may have a significant effect on the environment, the activity is not
subject to CEQA. Approval of a Software as a Service Agreement with Civic Plus for
website redesign, hosting, and support services would not be an activity with potential to
cause significant effect on the environment and is therefore exempt from CEQA.
PRIOR CITY COUNCIL REVIEW:
Not applicable.
COMMISSION/COMMITTEE/BOARD REVIEW AND RECOMMENDATIONS:
Not applicable.
NOTIFICATION:
Solomon Grover, Civic Plus Account Executive
All Request for Proposals Submitting Firms
ATTACHMENT(S):
Attachment 1 – Proposed Software as a Service Agreement with Civic Plus
CITY OF SAN JUAN CAPISTRANO
FOR SOFTWARE AS A SERVICE AGREEMENT
This Software as a Service Agreement (“Agreement”) is entered into as of this 7th
day of September 2021 (“Effective Date”) by and between the City of San Juan Capistrano, a
municipal corporation organized and operating under the laws of the State of California with its
principal place of business at 32400 Paseo Adelanto, San Juan Capistrano, CA 92675 (“City”),
and CivicPlus, LLC, with its principal place of business at 302 S. 4th Street, Suite 500, Manhattan,
KS 66502 (hereinafter referred to as “Consultant”). City and Consultant are sometimes
individually referred to as “Party” and collectively as “Parties” in this Agreement.
RECITALS
A.City is a public agency of the State of California and is in need of certain third-party
hosted “software as a service” to be used for the City website redesign project, website hosting
and maintenance support services (hereinafter referred to as “the Project”).
B.Consultant responded to City’s RFP for the Project on May 18, 2021 (“RFP
Response”) and City has selected the Consultant to move forward. Consultant is willing and able
to provide the software services required by City pursuant to the terms and conditions set forth in
this Agreement.
AGREEMENT
THEREFORE, in consideration of the premises, agreements, covenants, representations
and warranties herein contained, and for good and valuable consideration, the receipt and
adequacy of which is hereby acknowledged, Consultant and City agree as follows:
1.GENERAL TERMS. This Agreement sets forth the terms and conditions under
which Consultant agrees to permit City to access and use certain hosted software and
provide other services necessary for the design, implementation and productive use of
such software (the “Services”), as more particularly described in the Scope of Services
attached hereto as Exhibit A and incorporated herein by this reference. Should any
discrepancy arise between the CivicPlus Master Services Agreement referenced in Exhibit
A and this Software as a Service Agreement over the term of the contract, the provisions
of this Software as a Service Agreement shall prevail.
2.THE SERVICES.
a.Obligation. Consultant shall provide the Services to City and its employee,
contractor or agent (each, an “Authorized User”) with reasonable skill and care in accordance with
all applicable laws and regulation and the terms of this Agreement. Consultant has familiarized
itself with the needs of the City in connection with providing the RFP Response and based on its
review, Consultant can timely complete the Project for the fixed price set forth in this Agreement,
which is inclusive of all necessary software and services. Consultant will further ensure that
sufficient numbers of appropriately trained and qualified staff are available to complete the
Services in reasonable accordance with the “Schedule of Work” which is attached hereto as
Exhibit B. The Schedule of Work provides a best estimate by Consultant based on its experience
as to the time necessary to complete the Project, subject to the fulfillment by City of its obligations
and deliverables, including timely review of work product that requires City approval.
ATTACHMENT 11
b. Software Subscription. Subject to the terms and conditions of this Agreement,
Consultant hereby grants to City a renewable, non-exclusive, non-transferable right and license
for any Authorized User to access and use the Services, including any third party proprietary
software and/or content (“Third Party Software”) specifically designated in the Scope of Services.
City shall use its best efforts to ensure that the individuals who are authorized to make use the
Services (“Authorized Users”) access and use the Services in accordance with the terms and
conditions of this Agreement. Other than the limitations expressly described in this Agreement or
the Scope of Services, there are no other limitations on the right of Authorized Users to access
or use the Services. Neither Party shall be responsible or liable for the actions of third parties
and members of the public who access and use the City’s website which is being hosted as part
of the Services.
c. Documentation. Consultant shall provide City with documentation for the Services,
such as user guides, administrator guides, product manuals, deployment guides, or online help
(the “Documentation”), electronically through its online Help Center, which will accurately and
completely describe the functions and features of the Services, including any subsequent
revisions thereto. The Documentation shall be understandable by a typical end user and shall
provide Authorized Users with sufficient instruction to become self-reliant with respect to access
and use of the Services.
d. Changes in Functionality. During the term of this Agreement, Consultant may
continually develop, alter, deliver, and provide to the Client ongoing innovation to the Services,
provided, however, that the Services will at all times include the key functionality that is descried
in the RFP Response or an adequate replacement for such key functionality. Any improvements
to, or additional functionality, patches, bug fixes, of Services listed on the Scope of Services shall
be made available to City without any increase in the Services Fees. In the event that Consultant
creates new products or enhancements to the Services (“New Services”) and City desires these
New Services, then City will have to pay Consultant the appropriate fee for access to and use of
the New Services.
e. No Effect of Click-Through Terms and Conditions. Where an Authorized User is
required to “click through” or otherwise accept or be made subject to any online terms and
conditions in accessing or using the Services, such terms and conditions are not binding and shall
have no force or effect as to the Services, or this Agreement.
f. City is responsible for all activity that occurs under City’s accounts by or on behalf
of City. City agrees to (a) be solely responsible for all designated and authorized individuals
chosen by City (“User”) activity, which must be in accordance with this Agreement and the
CivicPlus Terms of Use, attached as Exhibit C; (b) be solely responsible for City data; (c) obtain
and maintain during the term all necessary consents, agreements and approvals from end-users,
individuals or any other third parties for all actual or intended uses of information, data or other
content City will use in connection with the Services; (d) use commercially reasonable efforts to
prevent unauthorized access to, or use of, any User’s log-in information and the Services, and
notify CivicPlus promptly of any known unauthorized access or use of the foregoing; and (e) use
the Services only in accordance with applicable laws and regulations.
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g. CivicPlus shall, at all times, comply with the terms and conditions of its Privacy
Policy, attached as Exhibit C. CivicPlus will maintain commercially reasonable administrative,
physical, and technical safeguards designed to protect the security and confidentiality of City data.
Except (a) in order to provide the Services; (b) to prevent or address service or technical problems
in connection with support matters; (c) as expressly permitted in writing by City; or (d) in
compliance with our Privacy Policy, CivicPlus will not modify City data or disclose City data, unless
specifically directed by Client or compelled by law. Notwithstanding the foregoing, CivicPlus
reserves the right to delete known malicious accounts without City authorization.
h. Privacy, Data Collection and Security Policies. Consultant will make
recommendations to City with respect to the privacy, data collection and security policies to be
included in the website and will design the website consistent with those recommendations.
3. SERVICE LEVELS.
a. Service Levels. For the term of this Agreement, Consultant shall provide the
Services in accordance with the service level agreement (“SLA”) in the Scope of Services.
b. Failure to Meet Service Level Standards. As further described in the Scope of
Services, in the event Consultant does not meet a SLA standard, Consultant shall: (a) owe to City
any applicable Service Credit , and (b) use its best efforts to ensure that any unmet SLA standard
is subsequently met. Consultant will notify City when there is an occurrence that the Services do
not meet the SLA standard due to a system outage and City will have the right to request a Service
Credit for any other failure to meet the SLA standard. Service Credits shall be applied by
Consultant against the next applicable invoice. Without regard to whether Service Credits may
have been or will be paid, Consultant shall use its best efforts to minimize the impact and duration
of any outage, interruption, or degradation of Service.
c. Audit of Service Levels. No more than quarterly, City or City’s agent shall, at City’s
expense, have the right to audit Consultant’s books, records, and measurement and auditing tools
to verify SLA standard achievement and to determine correct payment of any Performance Credit.
Where it is determined that any Service Credit was due to City but not paid, Consultant shall
immediately owe to City the applicable Service Credit and Consultant will be responsible for
reimbursing City the cost of the audit.
4. DESIGN APPROVAL; ACCEPTANCE TESTS
a. The design and layout of the website and all content pages that are proposed by
Consultant as part of the Services will be subject to review and approval by City. City will provide
comments on the design and layout within thirty (30) days of receipt of the proposal and
Consultant will work with City to address any comments and requested changes to the design
and layout as part of the agreed Services, subject to any limitations in the features or capabilities
of the software utilized by Consultant. If the City does not provide comments or approval within
such thirty (30) day period, then the Schedule of Work will be subject to extension until such
approval has been received. In no event will the implementation proceed until the design and
layout has been approved by City.
b. Consultant may provide City with development versions of the website and content
pages (with or without functionality) for review and approval during the implementation process.
The City agrees to promptly review development versions of the Work Product and provide
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feedback to Consultant.
c. When the website is complete and ready for live implementation and use,
Consultant will notify City and City will have a period of thirty (30) days to test the website and
content pages to ensure that all functionality is working properly (including all pop-ups for
acceptance of terms, privacy policy and cookies and other agreed elements), that content is
populated and accurately displayed, that there are no broken or missing links and that the website
is otherwise working in accordance with the specifications set forth in the Scope of Services. No
later than the end of the review period, the City will notify the Consultant of any material defects
or deficiencies identified and the Consultant will correct such material defects and deficiencies or
present a plan acceptable to the City that addresses the defects in a reasonable time period,
based on the severity of the defect, as agreed to by the parties. At such time as all material
defects or deficiencies have been remedied or addressed by agreement of the parties, City will
provide final approval of the implementation phase of the Services and authorize the website to
go live.
5. IMPLEMENTATION; SUPPORT; MAINTENANCE; ADDITIONAL SERVICES.
a. Implementation. Consultant shall carry out the implementation portion of the
Services based on the methodology described in the Scope of Services and the Schedule of
Work, subject to the City carrying out its obligations and providing prompt responses to requests
for information and delivery of content and otherwise responding to requests for approval within
the time periods set forth in this Agreement, in which case the Schedule of Work will be extended
accordingly. In the event that the website is not ready for live production within ninety (90) days
of the anticipated live date as set forth in the Schedule of Work, subject to delays caused by the
City or as a result of force majeure pursuant to Section 21(a), then City will have the right terminate
this Agreement.
b. Technical Support. Consultant shall provide timely and adequate technical support
as described in the Scope of Services (“Support Services”) for the fees described in this
Agreement.
c. Maintenance and Upgrades. “Software” means the hosted software as a service
provided by Consultant as part of the Services. “Error” means any failure of the Software as
provided in this Agreement. Consultant shall provide to City, as promptly as reasonably
practicable, and as otherwise required in the Scope of Services (including the SLA): (i) Software
modifications or workarounds that eliminate the material adverse effects of or otherwise correct
any Errors (“Error Corrections”); and (ii) enhancements, upgrades, and new releases
(“Upgrades”) to the Services to ensure the key functionality of the Services as described in this
Agreement, including the Scope of Services and Documentation. The Services Fees shall include
any fees for Error Corrections and Upgrades to the Services.
d. Internet Browsers. The Services shall work with the then-current version and the
three prior versions of Internet Explorer, Mozilla Firefox, and Google Chrome Internet browsers.
e. Required Notice of Maintenance. Unless as otherwise agreed to by City on a case-
by-case basis, Consultant shall provide written notice to City of all non-emergency maintenance
to be performed on the Services,. For emergency maintenance, Consultant shall provide as much
prior notice as commercially practicable.
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6. THIRD PARTY SOFTWARE. To the extent the Services include access and use of Third
Party Software, Consultant assigns and passes through to City any and all third party warranties
and indemnities with respect to the Third Party Software. If such warranties/indemnities are not
assignable to City, and if the associated vendor provides no applicable warranties or indemnities
directly to City under any applicable end user license agreement (“EULA”) or applicable law, then
Consultant shall use reasonable efforts to enforce for the benefit of City, as reasonably required,
any such applicable warranties and indemnities made directly by the vendor to Consultant.
Unless otherwise specified in the applicable EULA or elsewhere in the Agreement, City shall
classify support requests for Third Party Software consistent with the classification required
hereunder for the associated Consultant Software. Consultant will provide support for issues
concerning the functioning of any Third Party Software of which City duly advises Consultant. For
any unresolved issues that remain thereafter, Consultant shall act as a liaison with the associated
vendor in resolving the issues and/or refer City to the associated vendor for support in accordance
with such vendor’s policies and procedures and the applicable EULA.
7. CITY OBLIGATIONS.
a. City Environment. City is responsible for procuring, implementing, and maintaining
all hardware, Internet access services and other telecommunication services, equipment, and
operating platforms, required or used in City facilities in connection with City’s interfacing with,
and use of, the Services.
b. City Access Controls. City agrees to implement and use reasonable access
controls and passwords and other security measures to prevent unauthorized access to,
possession, or use of the Services.
8. SERVICES FEES.
a. Fees. In consideration of the rights granted in this Agreement and the provision
of the Services by Consultant, City shall pay Consultant in accordance with the Schedule of Fees
set forth in Exhibit “B” (“Services Fee”).
b. Fixed Fee. The aggregate amount set forth in the Schedule of Fees is a fixed fee
for the provision of the Services in accordance with the Scope of Services. Consultant will not be
entitled to any additional fees or costs unless there is a change in the scope of Services that is
documented in a written change order executed by City.
c. Billings and Payments.
i. The initial Services Fee for year one shall be invoiced in accordance
with the milestones set forth in the Statement of Work.
Upon signing this Agreement: 70% of year one total cost.
The earlier of six (6) months from signing or upon Final
acceptance of website: 30% of year one total cost.
ii. The Services Fee for each subsequent year will be payable in
advance on an annual basis.
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iii. Consultant shall submit invoices for the year own milestone
payments and annual invoices thereafter to the City in accordance with the Scope of Services.
iv. Consultant’s invoices shall include the following information:
1. Consultant’s name and mailing address, , the beginning and
ending billing dates, a summary of costs for the current invoice, and the amount due for this
invoice.
2. Invoices shall itemize allowable expenses
v. Subject to the approval of the City Project Manager, City shall make
payment of undisputed amounts to Consultant the later of forty-five (45) days after City’s receipt
of an invoice from Consultant.
d. Service Credits. Service Credits, if any, as described in the Scope of Services,
shall be applied by Consultant against the next applicable invoice. In no case shall City be
required to notify Consultant that a Service Credit is due as a condition of applying a Service
Credit. Should Consultant fail to apply or pay any credits due from Consultant, such as a Service
Credit, such credit may be applied by City, against any current or future fees due to Consultant.
This Section shall survive the termination of this Agreement.
e. Record Keeping and Audit. Consultant shall maintain accurate books and
records of all fees billable to City, payments made by City, and Consultant’s performance of its
obligations under this Agreement, in a format that will permit audit by City for a period of no less
than five (5) years from when a fee was incurred or a payment was made. Through the end of
the records retention period specified in this Section, Consultant shall allow City to inspect and
audit such books and records at any time during normal business hours. The foregoing obligation
of Consultant shall survive the termination of this Agreement.
9. REPRESENTATIONS AND WARRANTIES.
a. Mutual. Each of City and Consultant represent and warrant that:
i. It is an entity duly incorporated, validly existing, and in good standing
under the laws of its state of incorporation;
ii. It has all requisite power, financial capacity, and authority to execute,
deliver, and perform its obligations under this Agreement;
iii. The execution, delivery, and performance of this Agreement has been
duly authorized by it and this Agreement constitutes the legal, valid, and
binding agreement of it and is enforceable against it in accordance with
its terms, except as the enforceability thereof may be limited by
bankruptcy, insolvency, reorganizations, moratoriums, and similar laws
affecting creditors’ rights generally and by general equitable principles;
and
iv. It shall comply with all applicable federal, state, local, or other laws and
regulations applicable to the performance by it of its obligations under this
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Agreement and shall obtain all applicable permits and licenses required of
it in connection with its obligations under this Agreement.
b. By Consultant. Consultant represents and warrants that:
i. It is in the business of providing the Services;
ii. The Services are fit for the ordinary purposes for which they will be used;
iii. It is possessed of expert knowledge with respect to the Services;
iv. It acknowledges that City is relying on its representation of its experience
and expert knowledge, and that any substantial misrepresentation may
result in damage to City;
v. It knows the particular purpose for which the Services are required by City;
vi. It is the lawful licensee or owner of the Services (excluding any City Data
therein) and has all the necessary rights in the Services to grant the use of
the Services to City;
vii. The Services and any other work performed by Consultant hereunder shall
not infringe upon any United States or foreign copyright, patent, trade
secret, or other proprietary right, or misappropriate any trade secret, of any
third-party, and that it has neither assigned nor otherwise entered into an
agreement by which it purports to assign or transfer any right, title, or
interest to any technology or intellectual property right that would conflict
with its obligations under this Agreement;
viii. It shall disclose any third-party (which shall, for purposes of this Agreement,
be deemed a subcontractor) whose intellectual property is incorporated into
the Services or who is necessary for the performance of the Services and
it shall maintain in-force written agreements with such third-party, if any, for
the term of this Agreement;
ix. It has the expertise to perform the Services in a competent, workmanlike,
and professional manner and in accordance with the highest professional
standards;
x. It will use its best efforts to ensure that no computer viruses, malware, or
similar items (collectively, a “Virus”) are introduced into City’s computing
and network environment by the Services, and that, where it transfers a
Virus to City through the Services, it shall reimburse City the actual cost
incurred by City to remove or recover from the Virus, including the costs of
persons employed by City;
xi. The Services are free of any mechanism which may disable the Services
and Consultant warrants that no loss of City Data will result from such items
if present in the Services;
xii. In the case of City’s reasonable dispute of any Consultant invoice, it shall
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not withhold the performance of Services, including, without limitation,
access and use of the Services, Technical Support, Maintenance, and
extraction of City Data; and
xiii. The Services will conform in all material respects to the specifications,
functions, descriptions, standards, and criteria set forth in this Agreement
and the Exhibits hereto.
10. CITY DATA; SECURITY.
a. Ownership. “City Data” shall include: (a) City’s data collected, used,
processed, stored, or generated as the result of the use of the Services; and (b) personally
identifiable information (“PII”) collected, used, processed, stored, or generated as the result of the
use of the Services, including, without limitation, any information that identifies an individual, such
as an individual’s social security number or other government-issued identification number, date
of birth, address, telephone number, biometric data, mother’s maiden name, email address, credit
card information, or an individual’s name in combination with any other of the elements listed
herein. City Data is and shall remain the sole and exclusive property of City and all right, title,
and interest in the same is reserved by City. This Section shall survive the termination of this
Agreement.
b. Consultant Use of City Data. City agrees that it is solely responsible for any
solicitation, collection, storage, or other use of end-user’s personal data on any Service provided
by Consultant, provided, however, that Consultant will be responsible for configuring the website
to collect only such data as is authorized pursuant to the City’s privacy and data collection policy.
City further agrees that Consultant has no responsibility for the use or storage of end-users’
personal data in connection with the Services or the consequences of the solicitation, collection,
storage, or other use by Client or by any third party of personal data.
c. Consultant discourages Client from collecting any PII or personal health
information (“PHI”). In the event of a security breach of the CivicPlus servers and/or the City
website, CivicPlus, as the data custodian, will cooperate with City to provide timely information
concerning the extend of the breach, the data that was compromised and will coordinate with City
to comply with all disclosure and mitigation efforts that are required by federal and state law.
d. Consultant will maintain such security protocols in place as are necessary to
protect the website from unauthorized access, defacement or alteration, as described in the SLA
for the duration of the Term. Consultant shall further have tools to monitor network activity and
unusual activity with respect to access to CivicPlus and the website.
e. Consultant shall: (i) keep and maintain City Data in strict confidence, using such
degree of care as is appropriate and consistent with its obligations and applicable law, to avoid
unauthorized access, use, disclosure, or loss of City Data; (ii) use and disclose City Data solely
and exclusively for the purpose of providing the Services, such use and disclosure being in
accordance with this Agreement and applicable law; and (iii) not use, sell, rent, transfer, distribute,
or otherwise disclose or make available City Data for Consultant’s own purposes or for the benefit
of anyone other than City without City’s prior written consent. This Section shall survive the
termination of this Agreement.
f. Consultant will maintain a backup copy of the website and content pages which
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will be updated on a daily basis to allow for the restoration of the website following any loss of the
website due to malicious activity or force majeure.
11. PROPRIETARY OR CONFIDENTIAL INFORMATION
a. Consultant understands and agrees that, in the performance of the Services under
this Agreement may involve access to City Data which is Confidential Information. Consultant and
any subcontractors or agents shall use Confidential Information only in accordance with all
applicable local, state and federal laws restricting the access, use and disclosure of Confidential
Information and only as necessary in the performance of this Agreement. Such Confidential
Information shall not be disclosed to any person or entity not connected with the performance of
the Services or the Project. Contractor’s failure to comply with any requirements of local, state or
federal laws restricting access, use and disclosure of Confidential Information shall be deemed a
material breach and City may terminate the Agreement. In addition to termination or any other
remedies set forth in this Agreement, City is entitled to any remedy available in equity or law.
b. City shall refrain from releasing Consultant’s proprietary information unless the
City’s legal counsel determines the release of the information is required by the California Public
Records Act or other applicable state or federal law, or order of a court of competent jurisdiction,
in which case the City shall notify Consultant of its intention to release the information. Consultant
shall have five (5) working days after receipt of Release Notice to give City written notice of
Consultant’s objection to the City’s release of information with the factual basis for claiming any
exemptions to disclosure.
12. PROPRIETARY RIGHTS. City acknowledges that, in the course of performing the
Services, Consultant may use software and related processes, instructions, methods, and
techniques that have been previously developed by Consultant (collectively, the “Pre-existing
Materials”) and that the same are, and shall remain, the sole and exclusive property of Consultant.
The provisions of this Section shall survive the termination of this Agreement.
13. INTELLECTUAL PROPERTY.
(a) Upon full and complete payment of amounts owed for Project Development under
the applicable SOW, City will own the website graphic designs, webpage or Services content,
module content, importable/exportable data, and archived information (“Client Content”) created
by Consultant on behalf of City pursuant to this Agreement. “Client Content” also includes any
elements of text, graphics, images, photos, designs, artworks, logos, trademarks, services marks,
and other materials or content which Client provides or inputs into any website, software or
module in connection with any Services. Client Content excludes any content in the public
domain; and any content owned or licensed by CivicPlus, whether in connection with providing
Services or otherwise. Upon completion of the Project Development, City will assume full
responsibility for Client Content maintenance and administration. City, not Consultant, shall have
sole responsibility for the accuracy quality, integrity, legality, reliability, appropriateness, and
intellectual property ownership or right to use of all Client Content. City hereby grants Consultant
a worldwide, non-exclusive right and license to reproduce, distribute and display the Client
Content as necessary to provide the Services. City represents and warrants that City owns all
Client Content or that City has permission from the rightful owner to use each of the elements of
Client Content; and that City has all rights necessary for Consultant to use the Client Content in
connection with providing the Services.
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(b) Intellectual Property in the software or other original works created by or licensed
to Consultant, including all source code, documents, and materials used in the Services
(“Consultant Property”) will remain the property of Consultant. Consultant represents and
warrants to City that it is the owner of the Consultant Property or has a valid license to use the
Consultant Property and to use the Consultant Property in the provision of the Services without
infringing the intellectual property rights of any third party. Consultant Property specifically
excludes City Content. City shall not (i) license, sublicense, sell, resell, reproduce, transfer,
assign, distribute or otherwise commercially exploit or make available to any third party any
Consultant Property in any way, except as specifically provided in the applicable SOW; (ii) adapt,
alter, modify, or make derivative works based upon any Consultant Property; (iii) create internet
“links” to the Consultant Property software or “frame” or “mirror” any Consultant Property
administrative access on any other server or wireless or internet -based device that may allow
third party entities, other than City, to use the Services; (iv) reverse engineer, decompile,
disassemble or otherwise attempt to obtain the source code to all or any portion of the Services;
or (v) access any Consultant Property in order to (a) build a competitive product or service, (b)
build a product using similar ideas, features, functions or graphics of any Consultant Property.
The Consultant name, the Consultant logo, and the product and module names associated with
any Consultant Property are trademarks on Consultant, and no right or license is granted to use
them outside of the licenses set forth in this Agreement. Provided the City complies with the terms
and conditions herein, the relevant Scope of Services, and license restrictions set forth in this
section, Consultant hereby grants City a limited, nontransferable, nonexclusive, license to access
and use the Consultant Property associated with any valid and effective Agreement, for the term
of the Agreement.
14. TERM AND TERMINATION.
a. Term. The term of this Agreement shall be in effect August 17, 2021, for a five-
year term subject to earlier termination pursuant to the terminations provisions set forth herein.
The parties may extend the termination date of this Agreement by mutual written consent.
b. Termination. City may terminate this Agreement at any time with or without cause
upon 60 calendar days’ written notice to the Consultant. City’s only obligation in the event of
termination will be payment of fees and expenses incurred in conformity with this Agreement up
to and including the effective date of termination. Either Party may terminate this Agreement in
the event of a breach of the agreement by the other Party if the breach is not cured within thirty
(30) days of written notice to the breaching Party.
c. Rights and Obligations Upon Termination. Upon termination, this Agreement,
all licenses granted hereunder shall immediately terminate. City shall promptly pay Consultant
any amounts owed. Consultant shall provide a prorated refund of amounts prepaid by City
d. Return of City Data. At any time during the term of this Agreement, City will have
the ability to download the Client Content and export the City data through the Services. City may
request Consultant to perform the export of City data and provide the City data to City in a
commonly used format at any time, for a fee to be quoted at time of request and approved by
Client. Upon termination of the applicable SOW for any reason, whether or not City has retrieved
or requested the City data, Consultant reserves the right to permanently and definitively delete
the Client Content and City data held in the Services thirty (30) days following termination of the
applicable SOW. During the thirty (30) day period following termination of the Agreement,
regardless of the reason for its termination, City will not have access to the Services.
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15. ACCESS TO CITY PREMISES. Due to security and safety concerns, Consultant shall
verify that all persons employed or engaged by it or its sub-consultants to work without escort on
City’s premises are eligible for employment under all state and federal laws; Additionally,
Consultant shall verify that all persons employed or engaged by Consultant or its sub-consultants
who drive or operate machinery requiring specialized permits or licenses on City’s premises have
a valid license to do so. Consultant shall maintain in its files criminal and employment background
checks and all other documents supporting its verification of the above requirements and shall,
upon City’s request, provide copies of or access to all such records. For each person scheduled
to work on City’s premises, Consultant shall submit to City the name and written verification of
the above requirements at least ten (10) work days prior to the first proposed work start date on
City’s premises. Consultant or sub-consultant personnel requiring access to City premises shall
be prepared to present to security the following: (i) Federal or State issued photo identification
such as Driver’s License or Passport – Matricula I.D.’s are not acceptable and (ii) employee
identification indicating that the individual(s) seeking access is/are current employee(s) of the
Consultant or sub-consultant performing Services for City. When circumstances require that
Consultant or sub-consultant personnel be issued an access badge to areas within the facility,
Security will generate a badge available for pickup at the guard station by the individual(s)
requiring access. Said individual(s) shall be prepared to leave a valid picture identification with
Security in exchange for receipt of the access badge. As a condition of leaving the premises,
said individual(s) shall return the access badge to Security in order to receive the provided
identification. Upon City’s notice, Consultant shall bar from City’s premises any Consultant or
sub-consultant employee who, in the opinion of City, is incompetent, disorderly, violates safety
requirements, poses a security risk, or otherwise threatens to disrupt the work or City’s operations.
16. ADVERTISING AND PUBLICITY. Consultant shall not make public information releases
or otherwise publish any information obtained or produced by it as a result of, or in connection
with, the performance of the Services under this Agreement without prior written authorization
from the City. Consultant shall not publish or use any advertising, sales promotion, or publicity in
matters relating to the Services or any equipment, products, reports, or material furnished by
Consultant in which City’s name is used, or its identity implied, without the City’s prior written
approval. This provision survives the termination of this Agreement.
17. INDEMNITY. To the fullest extent permitted by law, Consultant shall defend, indemnify
and hold City, its officials, officers, employees, volunteers, and agents free and harmless from
any and all third party claims, demands, causes of action, costs, expenses, liability, loss, damage
or injury of any kind, in law or equity, to property or persons, including wrongful death, arising out
of, pertaining to, or incident to any third party claims of infringement in connection with the
Services provided by Consultant and the Consultant Property, malicious acts, errors or omissions,
or willful misconduct of Consultant, its officials, officers, employees, subcontractors, consultants
or agents during the performance of the Consultant’s Services, the Project or this Agreement,
including without limitation the payment of all damages, expert witness fees and attorney’s fees
and other related costs and expenses. Notwithstanding anything to the contrary, Consultant will
indemnify, hold harmless, release and defend City, its officials, officers, employees, and agents
from and against any and all claims arising from an allegation, charge, assertion or accusation by
a third party that Consultant and/or City has violated California Government Code Section 1090
or any other conflict-of-interest law in the procurement, execution or performance of this
Agreement or any associated contracts. This indemnification obligation will continue to bind
Consultant after the termination or expiration of this Agreement.
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18. LIMITATION OF LIABILITY. NOTWITHSTANDING ANY OTHER PROVISION SET
FORTH IN THIS AGREEMENT, NEITHER PARTY SHALL BE LIABLE FOR ANY
CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS
AGREEMENT, PROVIDED, HOWEVER, THAT THE FOREGOING EXCULPATION OF
LIABILITY SHALL NOT APPLY TO CONSEQUENTIAL DAMAGES INCURRED AS A RESULT
OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF A PARTY. A PARTY SHALL
BE LIABLE TO THE OTHER FOR ANY DIRECT DAMAGES ARISING OUT OF OR RELATING
TO ITS PERFORMANCE OR FAILURE TO PERFORM UNDER THIS AGREEMENT. This
Section shall survive the termination of this Agreement.
19. ASSIGNMENT. This Agreement covers services of a specific and unique nature.
Except as otherwise provided herein, Consultant shall not assign or transfer its interest in this
Agreement or subcontract any Services to be performed without amending this Agreement. This
Agreement may not be modified or altered except in writing signed by both parties. There are no
intended third party beneficiaries of any right or obligation of the parties. Notwithstanding the
foregoing, Consultant may assign and transfer all of its rights under this Agreement by a sale of
all of its assets or merger.
20. INSURANCE. Consultant shall not commence work for the City until it has provided
evidence satisfactory to the City it has secured all insurance required under this section. In
addition, Consultant shall not allow any subcontractor to commence work on any subcontract until
it has secured all insurance required under this section.
a. Commercial General Liability
(i) The Consultant shall take out and maintain, during the performance
of all work under this Agreement, in amounts not less than specified herein, Commercial General
Liability Insurance, in a form and with insurance companies acceptable to the City.
(ii) Coverage for Commercial General Liability insurance shall be at
least as broad as the following:
(1) Insurance Services Office Commercial General Liability
coverage (Occurrence Form CG 00 01) or exact equivalent.
(iii) Commercial General Liability Insurance must include coverage
for the following:
(1) Bodily Injury and Property Damage
(2) Personal Injury/Advertising Injury
(3) Premises/Operations Liability
(4) Products/Completed Operations Liability
(5) Aggregate Limits that Apply per Project
(6) Contractual Liability with respect to this Contract
(iv) The policy shall contain no endorsements or provisions limiting
coverage for (1) contractual liability; (2) cross liability exclusion for claims or suits by one insured
against another; (3) products/completed operations liability; or (4) contain any other exclusion
contrary to the Agreement.
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(v) The policy shall give City, its officials, officers, employees, agents
and City designated volunteers additional insured status using ISO endorsement forms CG 20 10
10 01 and 20 37 10 01, or endorsements providing the exact same coverage.
(vi) The general liability program may utilize either deductibles or
provide coverage excess of a self-insured retention, subject to written approval by the City, and
provided that such deductibles shall not apply to the City as an additional insured.
b. Workers’ Compensation/Employer’s Liability
(i) Consultant certifies that he/she is aware of the provisions of Section
3700 of the California Labor Code which requires every employer to be insured against liability
for workers’ compensation or to undertake self-insurance in accordance with the provisions of
that code, and he/she will comply with such provisions before commencing work under this
Agreement.
(ii) To the extent Consultant has employees at any time during the term
of this Agreement, at all times during the performance of the work under this Agreement, the
Consultant shall maintain full compensation insurance for all persons employed directly by
him/her to carry out the work contemplated under this Agreement, all in accordance with the
“Workers’ Compensation and Insurance Act,” Division IV of the Labor Code of the State of
California and any acts amendatory thereof, and Employer’s Liability Coverage in amounts
indicated herein. Consultant shall require all subconsultants to obtain and maintain, for the period
required by this Agreement, workers’ compensation coverage of the same type and limits as
specified in this section.
c. Cyber Liability (Errors and Omissions)
At all times during the performance of the work under this Agreement the Consultant shall
maintain professional liability or Errors and Omissions insurance appropriate to its profession, in
a form and with insurance companies acceptable to the City and in an amount indicated herein.
This insurance shall be endorsed to include contractual liability applicable to this Agreement and
shall be written on a policy form coverage specifically designed to protect against acts, errors or
omissions of the Consultant. “Covered Professional Services” as designated in the policy must
specifically include work performed under this Agreement. The policy must “pay on behalf of” the
insured and must include a provision establishing the insurer's duty to defend.
e. Minimum Policy Limits Required
(i) The following insurance limits are required for the Agreement:
Combined Single Limit
Commercial General Liability $1,000,000 per occurrence/ $2,000,000 aggregate
for bodily injury, personal injury, and property
damage
Employer’s Liability $1,000,000 per occurrence
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Professional Liability $1,000,000 per claim and aggregate (errors and
omissions)
Cybersecurity/Breach Liability $1,000,000 per occurrence/ $2,000,000 aggregate
(ii) Defense costs shall be payable in addition to the limits.
(iii) Requirements of specific coverage or limits contained in this
section are not intended as a limitation on coverage, limits, or other requirement, or a waiver of
any coverage normally provided by any insurance. Any available coverage shall be provided to
the parties required to be named as Additional Insured pursuant to this Agreement.
f. Evidence Required
Prior to execution of the Agreement, the Consultant shall file with the City evidence
of insurance from an insurer or insurers certifying to the coverage of all insurance required
herein. Such evidence shall include original copies of the ISO CG 00 01 (or insurer’s equivalent)
signed by the insurer’s representative and Certificate of Insurance (Acord Form 25-S or
equivalent), together with required endorsements. All evidence of insurance shall be signed by
a properly authorized officer, agent, or qualified representative of the insurer and shall certify the
names of the insured, any additional insureds, where appropriate, the type and amount of the
insurance, the location and operations to which the insurance applies, and the expiration date of
such insurance.
g. Policy Provisions Required
(i) Consultant shall provide the City at least thirty (30) days prior
written notice of cancellation of any policy required by this Agreement, except that the Consultant
shall provide at least ten (10) days prior written notice of cancellation of any such policy due to
non-payment of premium. If any of the required coverage is cancelled or expires during the term
of this Agreement, the Consultant shall deliver renewal certificate(s) including the General
Liability Additional Insured Endorsement to the City at least 14() fourteen days after the effective
date of cancellation or expiration.
(ii) The Commercial General Liability Policy shall contain a provision
stating that Consultant’s policy is primary insurance and that any insurance, self-insurance or
other coverage maintained by the City or any named insureds shall not be called upon to
contribute to any loss.
(iii) The retroactive date (if any) of each policy is to be no later than the
effective date of this Agreement. Consultant shall maintain such coverage continuously for a
period of at least three years after the completion of the work under this Agreement. Consultant
shall purchase a one (1) year extended reporting period A) if the retroactive date is advanced
past the effective date of this Agreement; B) if the policy is cancelled or not renewed; or C) if the
policy is replaced by another claims-made policy with a retroactive date subsequent to the
effective date of this Agreement.
(iv) All required insurance coverages, except for the professional
liability coverage, shall contain or be endorsed to waiver of subrogation in favor of the City, its
officials, officers, employees, agents, and volunteers or shall specifically allow Consultant or
others providing insurance evidence in compliance with these specifications to waive their right
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of recovery prior to a loss. Consultant hereby waives its own right of recovery against City, and
shall require similar written express waivers and insurance clauses from each of its
subconsultants.
(v) The limits set forth herein shall apply separately to each insured
against whom claims are made or suits are brought, except with respect to the limits of liability.
Further the limits set forth herein shall not be construed to relieve the Consultant from liability in
excess of such coverage, nor shall it limit the Consultant’s indemnification obligations to the City
and shall not preclude the City from taking such other actions available to the City under other
provisions of the Agreement or law.
h. Qualifying Insurers
(i) All policies required shall be issued by acceptable insurance
companies, as determined by the City, which satisfy the following minimum requirements:
(1) Each such policy shall be from a company or companies
with a current A.M. Best's rating of no less than A:VII and admitted to transact in the
business of insurance in the State of California, or otherwise allowed to place insurance
through surplus line brokers under applicable provisions of the California Insurance Code
or any federal law.
i. Additional Insurance Provisions
(i) The foregoing requirements as to the types and limits of insurance
coverage to be maintained by Consultant, and any approval of said insurance by the City, is not
intended to and shall not in any manner limit or qualify the liabilities and obligations otherwise
assumed by the Consultant pursuant to this Agreement, including but not limited to, the
provisions concerning indemnification.
(ii) If at any time during the life of the Agreement, any policy of
insurance required under this Agreement does not comply with these specifications or is
canceled and not replaced, City has the right but not the duty to obtain the insurance it deems
necessary and any premium paid by City will be promptly reimbursed by Consultant or City will
withhold amounts sufficient to pay premium from Consultant payments. In the alternative, City
may cancel this Agreement.
(iii) The City may require the Consultant to provide complete copies of
all insurance policies in effect for the duration of the Project.
(iv) Neither the City nor any of its officials, officers, employees, agents
or volunteers shall be personally responsible for any liability arising under or by virtue of this
Agreement.
j. Subconsultant Insurance Requirements. Consultant shall not allow any
subcontractors or subconsultants to commence work on any subcontract until they have provided
evidence satisfactory to the City that they have secured all insurance required under this section.
Policies of commercial general liability insurance provided by such subcontractors or
subconsultants shall be endorsed to name the City as an additional insured using ISO form CG
20 38 04 13 or an endorsement providing the exact same coverage. If requested by Consultant,
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City may approve different scopes or minimum limits of insurance for particular subcontractors or
subconsultants.
21. IMMIGRATION LAWS. By executing this Agreement, Consultant verifies that it fully
complies with all requirements and restrictions of state and federal law respecting the employment
of undocumented aliens, including, but not limited to, the Immigration Reform and Control Act of
1986, as may be amended from time to time. Consultant shall maintain records of its compliance,
including its verification of each employee, and shall make them available to CITY or its
representatives for inspection and copy at any time during normal business hours. CITY shall not
be responsible for any costs or expenses related to Consultant’s compliance with the
requirements. To the same extent and under the same conditions as Consultant, Consultant shall
require any subcontractors, sub-subcontractors and consultants performing any work relating to
the Project or this Agreement to make the same verifications and comply with all requirements
and restrictions provided herein. Consultant’s failure to comply or any material
misrepresentations or omissions relating thereto shall be grounds for terminating this Agreement
for cause.
22. GENERAL.
a. Force Majeure. Neither party shall be liable hereunder by reason of any failure or
delay in the performance of its obligations hereunder on account of strikes, electrical or other
shortages, riots, insurrection, fires, flood, storm, explosions, acts of God, war, governmental
action, labor conditions, earthquakes, material shortages, or any other cause beyond the
reasonable control of such party.
b. Independent Contractors. Consultant agrees to furnish the Services described
in this Agreement in the capacity of an independent contractor and neither Consultant nor any of
its employees shall be considered to be an employee or agent of City. Nothing in this Agreement
shall be construed as creating an employer-employee relationship, a partnership, or a joint
venture between the parties.
c. Governing Law. This Agreement shall be governed by the laws of the State of
California, and without reference to its conflicts of law as though entered into between California
residents and to be performed entirely within the State of California, and both City and Consultant
consent to jurisdiction and venue in the state and federal courts sitting in the State of California
and in particular, within Orange County, California.
d. Notices. Any notice or communication given under this Agreement shall be
effective (i) if sent by e-mail if the email is confirmed by return email from the recipient (not an
automatic reply); or (ii) when sent via commercial overnight courier and addressed to the
contracting parties as follows:
CITY:
City of San Juan Capistrano
32400 Paseo Adelanto
San Juan Capistrano, CA 92675
Attn: Matisse Reischl, Sr. Management Analyst
CONSULTANT:
CivicPlus, LLC
302 S 4th Street
Manhattan, KS 66502
Attn: Legal Department
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Either party may change the address to which notice or communication is to be sent by providing
advance written notice to the other party.
e. Legal Requirements. In carrying out its obligations under this Agreement,
Consultant and its employees and representatives shall secure and maintain all licenses or
permits required by law and shall comply with all applicable federal, State or local laws, codes,
rules and regulations in the performance of this Agreement.
f. Severability. If for any reason a court of competent jurisdiction finds any provision
of this Agreement, or portion thereof, to be unenforceable, that provision of the Agreement will be
enforced to the maximum extent permissible so as to effect the intent of the parties, and the
remainder of this Agreement will continue in full force and effect. Failure by either party to enforce
any provision of this Agreement will not be deemed a waiver of future enforcement of that or any
other provision.
g. Joint Drafting. Both parties have participated in the drafting of this Agreement.
h. Modification and Waiver. No modification to this Agreement, nor any waiver of
any rights, will be effective unless assented to in writing by the party to be charged, and the waiver
of any breach or default shall not constitute a waiver of any other right hereunder or any
subsequent breach or default.
i. Change in Ownership or Control. Consultant shall notify the Agreement
Administrator, in writing, of any change in ownership or control of Consultant’s firm or a sub-
consultant. Change of ownership or control of Consultant’s firm will require an amendment to the
Agreement.
j. Entire Agreement. This Agreement and the Exhibit(s) attached hereto constitute
the entire and exclusive agreement between the parties hereto with respect to the subject matter
hereof and supersede any prior agreements between the parties with respect to such subject
matter.
k. Counterparts. This Agreement and any amendment hereto may be executed in
counterparts, and electronically scanned or facsimile signatures will have the same effect as
original manual signatures.
l. Legal Authority. Consultant warrants that the individual who has signed this
Agreement has the legal power, right and authority to make this Agreement and bind the
Consultant hereto.
m. Time of Essence. Time is of the essence in the performance of the Services
under this Agreement. Notwithstanding the foregoing, Consultant will not be liable or responsible
for any delay in the time or completion of the Services due to the action or inaction of City.
SIGNATURES ON FOLLOWING PAGE
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SIGNATURE PAGE FOR SOFTWARE AS A SERVICE AGREEMENT
BETWEEN THE CITY OF SAN JUAN CAPISTRANO
AND CIVICPLUS, LLC
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first
written above.
CITY OF SAN JUAN CAPISTRANO CIVICPLUS, LLC
By: By:
Benjamin Siegel
City Manager Its:
Printed Name:
ATTEST:
By:
City Clerk
APPROVED AS TO FORM:
By:
City Attorney
Vice President of Client Services
Amy Vikander
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EXHIBIT A
Scope of Services
19
CivicPlus
302 South 4th St. Suite 500
Manhattan, KS 66502
US
Quote #: Q-16477-1
Date: 4/28/2021 1:51 PM
Expires On: 7/27/2021
Product: CivicEngage
Client:
San Juan Capistrano CA - CivicEngage
Bill To:
San Juan Capistrano CA - CivicEngage
SALESPERSON Phone EMAIL DELIVERY METHOD PAYMENT METHOD
Solomon Grover x7852224856 grover@civicplus.com Net 30
CivicEngage - Statement of Work
QTY PRODUCT NAME DESCRIPTION PRODUCT
TYPE
1.00 Annual - CivicEngage Central Annual - CivicEngage Central Renewable
1.00 Hosting & Security Annual Fee -
CivicEngage Central
Hosting & Security Annual Fee - CivicEngage Central Renewable
1.00 DNS and Domain Hosting Setup
(http://URL)
DNS and Domain Hosting Setup (http://URL) One-time
1.00 DNS and Domain Hosting Annual
Fee (http://URL)
DNS and Domain Hosting Annual Fee (http://URL) Renewable
1.00 SSL Setup – Client Provided Only SSL Setup – Client Provided Only per domain (Onetime) One-time
1.00 Ultimate Implementation -
CivicEngage Central
Ultimate Implementation - CivicEngage Central One-time
300.00 Content Development - 1 Page -
CivicEngage
Content Development - 1 Page - CivicEngage One-time
6.00 System Training (4h, virtual) -
CivicEngage
CivicEngage System Training - Virtual, Half Day Block One-time
1.00 Agendas & Minutes Migration
- PDF - 100 Meetings -
CivicEngage
Content Migration : Agendas & Minutes - Per 100
Meetings (Approx. 1 year)
One-time
1.00 Alignment Virtual Consulting Up to 2 days virtual consult. Recommended group 8 or
less.
One-time
1.00 3yr Redesign Ultimate Annual -
CivicEngage
3yr Redesign Annual - CivicEngage Renewable
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List Price - Year 1 Total USD 44,202.00
Total Investment - Year 1 USD 37,143.40
Annual Recurring Services - Year 2 USD 8,909.00
Annual Recurring Services – Year 3 USD 9,176.27
Annual Recurring Services – Year 4 USD 9,451.56
Annual Recurring Services – Year 5 USD 9,735.10
Total Days of Quote:365
1. This Statement of Work ("SOW") shall be subject to the terms and conditions of the CivicPlus Master Services
Agreement located at https://www.civicplus.com/master-services-agreement (“MSA”), to which
this SOW is hereby attached as the CivicEngage Statement of Work. By signing this SOW, Client expressly
agrees to the terms and conditions of the MSA throughout the Term of this SOW.
2. This SOW shall remain in effect for an initial term equal to 5 years from the date of signing (“Initial Term”). In
the event that neither party gives 60 days’ notice to terminate prior to the end of the Initial Term, or
any subsequent Renewal Term, this SOW will automatically renew for an additional 1-year renewal term
(“Renewal Term”). The Initial Term and all Renewal Terms are collectively referred to as the “Term”.
3. The Total Investment - Year 1 will be invoiced as follows:
a. Upon signing this Agreement: 70% of the Total Investment – Year 1 fees;
b. The earlier of six (6) months from signing or upon Final acceptance of website: the remaining 30%
of the Total Investment Year 1 fees.
4. Annual Recurring Services shall be invoiced on the start date of each Renewal Term. Annual Recurring
Services, including but not limited to hosting, support and maintenance services, shall be subject to a 3%
annual increase beginning in year 3 of service. Client will pay all invoices within 30 days of the date of such
invoice.
5. Client agrees that CivicPlus shall not migrate, convert, or port content or information that could reasonably be
construed as time sensitive, such as calendar or blog content, during the Project Development.
6. If a Recurring Redesign line item is included with the Client's quote in this SOW, starting after 36 months of
continuous service under this SOW, Client shall be entitled to receive a redesign at no additional cost. Client
may initiate such redesign any time after 36 months of continuous service. Upon the initiation of an eligible
redesign project, Client may begin accumulating eligibility towards a subsequent redesign after another
36 months of continuous service. Redesigns that include additional features not available on the original
website may be subject to additional charges. Additional features include, but are not limited to, additional
modules and integration of third-party software. Recurring Redesigns are eligible for the website, subsite, and
department headers included in this SOW only. Any subsequently purchased website, subsite, and
department header shall not be included in a redesign hereunder.
7. Client allows CivicPlus to display a “Government Websites by CivicPlus” insignia, and web link at the bottom
of their web pages. Client understands that the pricing and any related discount structure provided under this
SOW assumes such perpetual permission.
Signature Page to Follow.
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Acceptance
By signing below, the parties are agreeing to be bound by the covenants and obligations specified in this SOW and the
MSA terms and conditions found at: https://www.civicplus.com/master-services-agreement.
IN WITNESS WHEREOF, the parties have caused this SOW to be executed by their duly authorized representatives as of
the dates below.
Client CivicPlus
By: By:
Name: Name:
Title: Title:
Date: Date:
Amy Vikander
Vice President of Client Services
8/31/2021
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Contact Information
*all documents must be returned: Master Service Agreement, Statement of Work, and Contact Information Sheet.
Organization URL
Street Address
Address 2
City State Postal Code
CivicPlus provides telephone support for all trained clients from 7am –7pm Central Time, Monday-Friday (excluding holidays).
Emergency Support is provided on a 24/7/365 basis for representatives named by the Client. Client is responsible for
ensuring CivicPlus has current updates.
Emergency Contact & Mobile Phone
Emergency Contact & Mobile Phone
Emergency Contact & Mobile Phone
Billing Contact E-Mail
Phone Ext. Fax
Billing Address
Address 2
City State Postal Code
Tax ID # Sales Tax Exempt #
Billing Terms Account Rep
Info Required on Invoice (PO or Job #)
Are you utilizing any external funding for your project (ex. FEMA, CARES): Y [ ] or N [ ]
Please list all external sources:
Contract Contact Email
Phone Ext. Fax
Project Contact Email
Phone Ext. Fax
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Hosting, Support and Service Level Agreement
Hosting Details
Data Center • Highly Reliable Data Center
• Managed Network Infrastructure
• On-Site Power Backup & Generators
• Multiple telecom/network providers
• Fully redundant Network
• Highly Secure Facility
• 24/7/365 System Monitoring
Hosting • Automated GCMS® Software Updates
• Server Management & Monitoring
• Multi-tiered Software Architecture
• Server software updates & security patches
• Database server updates & security patches
• Antivirus management & updates
• Server-class hardware from nationally recognized provider
• Redundant firewall solutions
• High performance SAN with N+2 reliability
Bandwidth • Multiple network providers in place
• Unlimited bandwidth usage for normal business operations (does not apply in the event of a
cyber attack)
• 22 Gb/s burst bandwidth
Disaster Recovery
• Emergency After-hours support, live agent (24/7)
• On-line status monitor at data center
• Event notification emails
• Guaranteed recovery TIME objective (RTO) of 8 hours
• Guaranteed recovery POINT objective (RPO) of 24 hours
• Pre-emptive monitoring for disaster situations
• Multiple data centers
• Geographically diverse data centers
DDoS Mitigation • Defined DDoS Attack Process
• Identify attack source
• Identify type of attack
• Monitor attack for threshold engagement
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Support and Maintenance
Support Services
CivicPlus’ on-site support team is available from 7:00 am to 7:00 pm CT to assist clients with any questions, concerns or
suggestions regarding the functionality and usage of CivicPlus’ GCMS® and associated applications. The support team is available
during these hours via CivicPlus’ toll-free support number and e-mail. Support personnel will respond to calls as they arrive (under
normal circumstances, if all lines are busy, messages will be returned within four hours; action will be taken on e-mails within four
hours), and if Client’s customer support liaison is unable to assist, the service escalation process will begin.
Emergency support is available 24-hours-a-day for designated, named Client points-of-contact, with members of both CivicPlus’
project management and support teams available for urgent requests. Emergency support is provided free-of-charge for true
emergencies (ie: website is down, applications are malfunctioning, etc.), though Client may incur support charges for non-
emergency requests during off hours (ie: basic functionality / usage requests regarding system operation and management). The
current discounted rate is $175/hour.
CivicPlus maintains a customer support website that is accessible 24-hours-a-day with an approved client username and password.
Service Escalation Processes
In the event that CivicPlus’ support team is unable to assist Client with a request, question or concern, the issue is reported to the
appropriate CivicPlus department.
Client requests for additional provided services are forwarded to CivicPlus’ Client Care personnel.
Client concerns/questions regarding GCMS® or associated application errors are reported to CivicPlus’ technical team through
CivicPlus’ issue tracking and management system to be addressed in a priority order to be determined by CivicPlus’ technical team.
All other requests that do not meet these criteria will be forwarded to appropriate personnel within CivicPlus’ organization at the
discretion of the customer support liaison.
Included Services:
Support Maintenance of CivicPlus GCMS®
7 a.m. – 7 p.m. (CST) Monday – Friday Install Service Patches for OS
(excluding holidays) System Enhancements
24/7 Emergency Support Fixes
Dedicated Support Personnel Improvements
Usability Improvements Integration
Integration of System Enhancements Testing
Proactive Support for Updates & Fixes Development
Online Training Manuals Usage License
Monthly Newsletters
Routine Follow-up Check-ins
CivicPlus Connection
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CivicPlus Service Level Agreement
CivicPlus will use commercially reasonable efforts to make the GCMS® available with a Monthly Uptime Percentage (defined below) of
at least 99.9%, in each case during any monthly billing cycle (the “Service Commitment”). In the event CivicPlus does not meet the
Service Commitment, you will be eligible to receive a Service Credit as described below.
Definitions
• “Monthly Uptime Percentage” is calculated by subtracting from 100% the percentage of minutes during the month in which the
CGMS, was “Unavailable.” Monthly Uptime Percentage measurements exclude downtime resulting directly or indirectly from
any Exclusion (defined below).
• “Unavailable” and “Unavailability” mean:
o The HTML of the home page of the site is not delivered in 10 seconds or less 3 times in a row when tested from inside our network and returns a status of 200.
o The Main page of the site returns a status other than 200 or 302 3 times in a row.
• A “Service Credit” is a dollar credit, calculated as set forth below, that we may credit back to an eligible account.
Service Commitments and Service Credits
Service Credits are calculated as a percentage of the total charges paid by you (excluding one-time payments such as upfront
payments) for the month, beginning with the first full month of service, in accordance with the schedule below.
Monthly Uptime Percentage Service Credit Percentage
Less than 99.9% 1% of one month’s fee
We will apply any Service Credits only against future payments otherwise due from you. Service Credits will not entitle you to any
refund or other payment from CivicPlus. A Service Credit will be applicable and issued only if the credit amount for the applicable
monthly billing cycle is greater than one dollar ($1 USD). Service Credits may not be transferred or applied to any other account. Unless
otherwise provided in the Client Agreement, your sole and exclusive remedy for any unavailability, non-performance, or other failure by
us to provide the service is the receipt of a Service Credit (if eligible) in accordance with the terms of this SLA.
Credit Request and Payment Procedures
To receive a Service Credit, you must submit a claim by opening a case with Support. To be eligible, the credit request must be
received by us by the end of the second billing cycle after which the incident occurred and must include:
1. the words “SLA Credit Request” in the subject line;
2. the dates and times of each Unavailability incident that you are claiming;
3. the affected Site domains; and
4. Any documentation that corroborate your claimed outage.
If the Monthly Uptime Percentage of such request is confirmed by us and is less than the Service Commitment, then we will issue the
Service Credit to you within one billing cycle following the month in which your request is confirmed by us. Your failure to provide the
request and other information as required above will disqualify you from receiving a Service Credit.
SLA Exclusions
The Service Commitment does not apply to any unavailability, suspension or termination of GCMS®, or any other GCMS® performance
issues: (i) that result from a suspension; (ii) caused by factors outside of our reasonable control, including any force majeure event or
Internet access or related problems beyond the demarcation point of CivicPlus; (iii) that result from any actions or inactions of you or
any third party; (iv) that result from your equipment, software or other technology and/or third party equipment, software or other
technology (other than third party equipment within our direct control); (v) that result from any maintenance as provided for pursuant to
the Client Agreement; or (vi) arising from our suspension and termination of your right to use the GCMS® in accordance with the Client
Agreement (collectively, the “SLA Exclusions”). If availability is impacted by factors other than those used in our Monthly Uptime
Percentage calculation, then we may issue a Service Credit considering such factors at our discretion.
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Disaster Recovery Feature Service Commitment
CivicPlus will use commercially reasonable efforts to insure that in the event of a disaster that makes the Primary data center
unavailable (defined below) Client site will be brought back online at a secondary data center (the “Service Commitment”). In the event
CivicPlus does not meet the Service Commitment, you will be eligible to receive a Service Credit as described below.
Definitions
• “Datacenter availability” is determined by inability to provide or restore functions necessary to support the Service. Examples
of necessary functions include but are not limited Cooling, Electrical, Sufficient Internet Access, Physical space, and Physical
access.
• A “Service Credit” is a dollar credit, calculated as set forth below, that we may credit back to an eligible account.
• Recovery Time Objective (RTO) is the most anticipated time it will take to bring the service back online in the event of a data
center event.
• Recovery Point Objective (RPO) the amount of data lost that is considered acceptable.
Service Commitments and Service Credits
Service Credits are calculated as a percentage of the total charges paid by you (excluding one-time payments such as upfront
payments) for the month accordance with the schedule below.
Recovery Time Objective Service Credit Percentage
8 Hours 10% of one month’s fee
Recovery Point Objective Service Credit Percentage
24 Hours 10% of one month’s fee
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EXHIBIT B
Schedule of Work
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PAGE 25
ImplementatIon
Design creation, content development, professional consulting, configuration for usability and accessibility,
dedicated training − CivicPlus delivers all of this and more during the development of your new website.
A typical project timeline ranges from 16 – 28 weeks. Prospect ’s exact project timeline will be created based on
detailed project scope, project enhancements purchased, availability for meeting coordination, action item return
and completion, approval dates, and other factors.
Your project timeline, tasks, due dates, and communication will be managed and available in real-time via our
project management software, Cloud Coach.
Project Timeline Ultimate
Initiate
tWo to FoUR WeeKS
• Project Kickoff Meeting
• Planning & Scheduling
Analyze
FoUR to SIX WeeKS
• Client Deliverable Submission
• Consulting Engagement
• Design Discovery Meeting
• Content Process Meeting
• Mood Board & Layout Proposal
Design & Configure
SIX to ten WeeKS
• Design Concept Development
• Design Concept Meeting
• Content Development
• Agendas & Minutes Migration
• Website Completion
Optimize
one to tWo WeeKS
• Website Finalization
Educate
one to tWo WeeKS
• Training Engagement
Launch
tWo to FoUR WeeKS
• Website Launch
1
pRoJeCt StaRt
2
3
4
5
6
Go lIVe
29
PAGE 26
Communication & Management
Communication between you and your CivicEngage
team will be continuous throughout your project.
Sharing input and feedback through email, virtual
meetings, phone calls, and our project management
software will keep all stakeholders involved and
informed. Cloud Coach offers task management
transparency with a multi-level work breakdown
structure and Gantt Chart-based project plan.
• Centralized project communication and task
management tools are located in a cloud-based
project workspace
• Conversations are linked to files and tasks for easy
reference
• Tasks, deliverables, and milestones are aligned to
your specific scope of work
The tools available through Cloud Coach combined
with regular check-ins with your Project Manager
provide you ample opportunities to quickly and
efficiently review your project, check deliverables, and
communicate feedback.
Consulting Engagement
INSERT SPECIFIC INFO FROM PACKAGE
Custom Layout Design
You’ll meet with your Art Director to discuss your
website vision and build your custom layout from
scratch. We will then collaborate with you to create a
custom design that represents your community. We
will focus on including the functionality to meet your
website needs, including an option for up to three
advanced design components – layout or design
elements that require significant time to style and
implement. Working with your Art Director, you will
identify the appropriate components to achieve or
enhance the usability goals for your site.
mood Board & layout proposal
Your Project Team will present a custom mood board
reflecting the colors and imagery that will set the tone
for your design. A mood board is a collection of colors
and images used to align the visual direction of the
project.
To ensure effective usability, your Project Team will
also provide a custom, greyscale layout proposal for
your review and approval. This layout wireframe is used
to establish the order, placement, and layout of home
page content as needed to achieve your usability goals.
Aligning project goals and design through the layout
proposal ensures a timely and efficient implementation
of your CivicEngage website.
Once approved, the mood board and layout proposal
will be used to guide the design concept for your
website.
Content Migration
Content Development
Our Content Development team will migrate the agreed
upon number of pages of content (including text,
documents, and images) from your current website
to your new, CivicEngage website. Content will be
enhanced for usability and accessibility, and we will
organize your website pages to make them easy to
navigate.
agendas & minutes migration
The Content Development Team will download, upload,
and organize an agreed upon number of meetings to
the Agenda Center module.
Implementation
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Training
Our goal with your training plan is to give your staff
the skills and tools they need to quickly and easily
keep your website current. Your Trainer will deliver
virtual training sessions for both administrators and
users. These sessions will be customized to equip your
staff with the knowledge and comfort level needed to
prepare your website for launch and maintain it in the
future. The training session will utilize your production
website, so users are familiar with your specific
configuration and you get real, hands-on learning
opportunities.
In addition, your trainer will go into a deep-dive of
the department-specific software modules such as
Facilities and Activities with Parks and Recreation, Jobs
with HR, and Bids with Procurement in your Advanced
User Training. [INCLUDE ONLY WITH 3 DAYS OF
TRAINING]
Your Role
We will need your help to create the strongest possible website for your community. We will need you to:
• Gather photos and logos that will be used in
the overall branding and design of your new
website
• Provide website statistics to be utilized in
reorganizing your website content, navigation,
and design (if available)
• Complete the Design Form to communicate
design preferences
• Provide technical information in the DNS form
for the set-up of your website domain name(s)
• Per form reviews and provide official approvals
throughout the project
• Update the content on your current website
and delete any pages you no longer need
• Track website updates to be completed during
your training session
• Ensure you have the most up-to-date web
browsers installed on your organization’s
computers
• Compile a list of your website users and
desired permission levels
• Reserve training location and necessary
resources (computers, conference phone, etc.)
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EXHIBIT C
PRIVACY POLICY
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