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21-0907_CIVICPLUS, LLC_Software Service AgreementCITY 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. 1 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. 2 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 3 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. 4 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. 5 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 6 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 7 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 8 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. 9 (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. 10 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. 11 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. 12 (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 13 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 14 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, 15 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 16 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 17 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 18 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 20 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. 21 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 22 Benjamin Siegel City Manager September 9, 2021 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 23 City of San Juan Capistrano www.sanjuancapistrano.org 32400 Paseo Adelanto San Juan Capistrano CA 92675 Mohammed Ahmend (916) 479-5560 Alex Pajor (909) 241-0565 Matisse Reischl (949) 378-1954 Matisse Reischl mreischl@sanjuancapistrano.org (949) 443-6315 32400 Paseo Adelanto San Juan Capistrano CA 92675 Solomon Grover N/A95-6006666 Annual; modified in year one of agreement. See agreement. Neither. X Matisse Reischl, Senior Management Analyst mreischl@sanjuancapistrano.org (949) 443-6315 Same as Contract Contact. 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 24 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 25 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 frominside 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. 26 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 27 EXHIBIT B Schedule of Work 28 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 30 PAGE 27 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.) 31 EXHIBIT C PRIVACY POLICY 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 47 48