AGREEMENT NO.
INDEPENDENT CONTRACTOR'S AGREEMENT
[Over $100,000]
This INDEPENDENT CONTRACTOR’S AGREEMENT (“Agreement”) is made and entered into on , by and between the CITY OF
BAKERSFIELD, a municipal corporation (referred to herein as “CITY”), and CIVICPLUS, LLC a limited liability company authorized to do business in California (referred to herein as “CONTRACTOR”).
R E C I T A L S
WHEREAS, on June 10, 2020, the CITY entered into Agreement 2020-084 with CivicPlus for the subscription of website development, professional consulting/training services and annual services as hosting, maintenance, and support; and
WHEREAS, CITY would like to renew CONTRACTOR’S subscription for an additional (3) three years; and
WHEREAS, CITY would like to subscribe to Acquia Optimize, AudioEye Managed, CommonLook Bundle and CommonLook PDF Document
Remediation; and
WHEREAS CONTRACTOR represents that CONTRACTOR is experienced, well qualified and specialist in the field of developing, marketing, hosting and selling custom community engagement and government management platforms and services that include custom website design, web interfaces, content development and portals and proprietary systems; and
NOW, THEREFORE, incorporating the foregoing recitals herein, CITY and CONTRACTOR mutually agree as follows:
1. SCOPE OF WORK. In exchange for the Compensation (defined below), CONTRACTOR shall perform the following annual design, management, and maintenance to CITY website over a three- year period (2025-2028) as outlined in Exhibit A and Exhibit B (“Scope of Work”) . The Scope of Work shall include all items and procedures necessary to properly complete the task CONTRACTOR has been hired to perform, whether specifically Docusign Envelope ID: A8C6308F-CE43-48C3-BDBD-B32217CCF35D
included in the Scope of Work or not.
• Exhibit A: Municipal Websites Renewal Statement of
Work
• Exhibit B: Quote Q-92938-1
2. COMPENSATION/PAYMENT PROCEDURE. Subject to the conditions of this section, CITY will pay CONTRACTOR as follows for performing the Scope of Work (“Compensation”):
A total, lump sum payment of $218,290.95 made in three (3) installments after the Scope of Work is completed to CITY’s satisfaction per Exhibit A and Exhibit B, such satisfaction not to be unreasonably withheld or delayed, which is attached
hereto and incorporated by reference as follows:
• $67,806.85 for 2025-2026
• $74,114.94 for 2026-2027
• $76,369.16 for 2027-2028
CITY will pay CONTRACTOR within 30 days after CONTRACTOR submits an itemized invoice for the portions of the Scope of Work completed and that invoice is approved by CITY. The Compensation will be the total amount paid to CONTRACTOR for performing the Scope of Work and includes, but is not limited to, all out -of-pocket costs and taxes. CITY will pay no other compensation to CONTRACTOR. In no case will CITY compensate CONTRACTOR more than $218,290.95 for performing the Scope of Work.
3. TERM. Unless terminated sooner, as set forth in Exhibit A, and Exhibit B, this Agreement shall terminate on June 9, 2028.
4. TERMINATION. Either party may terminate this Agreement after giving the other party written notice, as provided herein, thirty days before the termination is effective.
5. COMPLIANCE WITH ALL LAWS. CONTRACTOR shall, at CONTRACTOR’s sole cost, comply with all of the requirements of Municipal, State, and Federal authorities now in force, or which may hereafter be in force, pertaining to this Agreement, and shall faithfully observe in all activities relating to or growing out of this Agreement all Municipal ordinances and State and Federal statutes, rules or regulations, and permitting requirements now in force or which may hereafter be in force including, without limitation, obtaining a City of Bakersfield business tax certificate (Bakersfield Municipal Docusign Envelope ID: A8C6308F-CE43-48C3-BDBD-B32217CCF35D
Code Chapter 5.02) where required.
6. INDEPENDENT CONTRACTOR. This Agreement calls for CONTRACTOR’s performance of the Scope of Work as an independent contractor.
CONTRACTOR is not an agent or employee of the CITY for any purpose and is not entitled to any of the benefits provided by CITY to its employees. This Agreement shall not be construed as forming a partnership or any other association with CONTRACTOR other than that of an independent contractor.
7. DIRECTION. CONTRACTOR retains the right to control or direct the manner in which the services described herein are performed.
8. EQUIPMENT. CONTRACTOR will supply all equipment, tools, materials and supplies necessary to perform the services under this Agreement.
9. STARTING WORK. CONTRACTOR shall not begin work until authorized to do so in writing by CITY. No work will be authorized before the date first written above.
10. KEY PERSONNEL. CONTRACTOR shall assign all key personnel to be assigned to perform the Scope of Work upon execution of this Agreement. All key personnel shall be properly licensed and have the experience to perform the work called for under this Agreement.
11. INCLUDED DOCUMENTS. Any bid documents, including, without limitation, special provisions and standard specifications and any Request for Proposals, Request for Qualifications and responses thereto relating to this Agreement are incorporated by reference as though fully set forth herein.
12. LICENSES. CONTRACTOR shall, at its sole cost and expense, keep in effect or obtain at all times during the term of this Agreement any licenses, permits and approvals which are legally required for CONTRACTOR to practice its profession and perform the Scope of Work. If CONTRACTOR is a corporation, at least one officer or key employee shall hold the required licenses or professional degrees. If CONTRACTOR is a partnership, at least one partner shall hold the required licenses or professional degrees.
13. STANDARD OF PERFORMANCE. The Scope of Work shall be performed in conformity with all legal requirements and industry standards observed by a specialist of CONTRACTOR’s profession in California.
14. SB 854 COMPLIANCE . To the extent Labor Code Section 1771.1 applies to this Agreement, a contractor or subcontractor shall not be qualified to bid Docusign Envelope ID: A8C6308F-CE43-48C3-BDBD-B32217CCF35D
on, be listed in a bid proposal, be subject to the requirements of Section 4104 of the Public Contract Code, or engage in the performance of any contract for public work, as defined in this chapter, unless currently registered and qualified to perform public work pursuant to Section 1725.5.
It is not a violation of Labor Code Section 1771.1 for an unregistered contractor to submit a bid that is authorized by Section 7029.1 of the Business and Professions Code or by Section 10164 or 20103.5 of the Public Contract Code, provided the contractor is registered to perform public work pursuant to Section 1725.5 at the time the contract is awarded. The prime contractor is required to post job site notices in compliance with Title 8 California Code of Regulations Section 16451. This project is subject to compliance monitoring and enforcement by the Department of Industrial Relations.
15. NO WAIVER OF DEFAULT. The failure of any party to enforce against another party any provision of this Agreement shall not constitute a waiver of that party's right to enforce such a provision at a later time and shall not serve to vary the terms of this Agreement.
16. INSURANCE.
16.1 Types and Limits of Insurance. In addition to any other insurance or security required under this Agreement, CONTRACTOR must procure and maintain, for the duration of this Agreement, the types and limits of insurance below ("Basic Insurance Requirements").
16.1.1 Automobile liability insurance, providing coverage for owned, non- owned, and hired autos on an occurrence
basis for bodily injury, including death, of one or more persons, property damage, and personal injury, with limits of not less than $1,000,000 per occurrence.
16.1.2 Commercial general liability insurance, unless otherwise approved by CITY’s Risk Manager, providing coverage on
an occurrence basis for bodily injury, including death, of one or more persons, property damage, and personal
injury, with limits of not less than $1,000,000 per occurrence.
The policy must:
16.1.2.1 Provide contractual liability coverage for the terms of this Agreement;
16.1.2.2 Provide products and completed operations
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coverage;
16.1.2.3 Provide premises, operations, and mobile
equipment coverage; and
16.1.2.4 Contain an additional insured endorsement in
favor of CITY and its mayor, council, officers,
agents, employees, and designated volunteers.
16.1.3 Workers' compensation insurance with limits of not less than $1,000,000 per occurrence. In accordance with the
provisions of Labor Code Section 3700, every contractor will be required to secure the payment of compensation to his employees. Pursuant to Labor Code Section 1861,
CONTRACTOR must submit to CITY the following
certification before beginning any work on the
Improvements:
I am aware of the provisions of Section 3700 of the
Labor Code which require every employer to be
insured against liability for worker’s compensation or
to undertake self -insurance in accordance with the
provisions of that code, and I will comply with such
provisions before commencing the performance of
the work of this contract.
By executing this Agreement, CONTRACTOR is submitting the certification required above.
The policy must contain a waiver of subrogation in favor of CITY and its mayor, council, officers, agents, employees, and designated volunteers.
16.2 General Provisions Applying to All Insurance Types.
16.2.1 All policies required of CONTRACTOR must be written on a first-dollar coverage basis, or contain a deductible
provision. Subject to CITY’s advance approval,
CONTRACTOR may utilize a self -insured retention in any or all of the policies provided, but the policy or policies may not contain language, whether added by endorsement or
contained in the policy conditions, that prohibits
satisfaction of any self -insured provision or requirement by anyone other than the named insured or by any means
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including other insurance or which is intended to defeat the intent or protection of an additional insured.
16.2.2 All policies required of CONTRACTOR must be primary insurance as to CITY and its mayor, council, officers, agents, employees, or designated volunteers and any insurance or self-insurance maintained by CITY and its mayor, council, officers, agents, employees, and designated volunteers
must be excess of CONTRACTOR’s insurance and must not
contribute with it.
16.2.3 The insurance required above, except for workers’ compensation insurance, must be placed with insurers with a Best’s rating as approved by CITY’s Risk Manager, but in no event less than A- :VII. Any deductibles, self -insured retentions, or insurance in lesser amounts, or lack of certain types of insurance otherwise required by this Agreement, or insurance rated below Best’s A-:VII, must be declared prior to execution of this Agreement and approved by CITY in
writing.
16.2.4 The insurance required in this section must be maintained until the Scope of Work is satisfactorily completed as
evidenced by CITY’s written acceptance. All policies must provide that there will be continuing liability thereon, notwithstanding any recovery on any policy.
16.2.5 Full compensation for all premiums which the CONTRACTOR is required to pay to satisfy the Bas ic Insurance
Requirements shall be considered as included in the prices paid for the performance of the Scope of Work, and no
additional allowance will be made therefor or for additional premiums which may be required by extensions of the
policies of insurance.
16.2.6 It is further understood and agreed by CONTRACTOR that its liability to CITY will not in any way be limited to or affected by the amount of insurance obtained and carried by
CONTRACTOR in connection with this Agreement.
16.2.7 Unless otherwise approved by CITY, if any part of the Scope of Work is subcontracted, the Basic Insurance Requirements must be provided by, or on behalf of, all subcontractors even if CITY has approved lesser insurance requirements for Docusign Envelope ID: A8C6308F-CE43-48C3-BDBD-B32217CCF35D
CONTRACTOR, and all subcontractors must agree in writing to be bound by the provisions of this section.
17. THIRD PARTY CLAIMS. In the case of public works contracts, CITY will timely notify CONTRACTOR of third party claims relating to this Agreement. CITY shall be allowed to recover from CONTRACTOR, and CONTRACTOR shall pay on demand, all costs of notification.
18. INDEMNITY. CONTRACTOR shall indemnify, defend, and hold harmless CITY and CITY’s officers, agents and employees against any and all liability, claims, actions, causes of action or demands whatsoever against them, or any of them, before administrative or judicial tribunals of any kind whatsoever, arising out of, connected with, or caused by CONTRACTOR or CONTRACTOR’s employees, agents, independent contractors, companies, or subcontractors in the performance of, or in any way arising from, the terms and provisions of this Agreement, except for CITY’s sole active negligence or willful misconduct.
19. ASSIGNMENT. Neither this Agreement nor any rights, interests, duties, liabilities, obligations or responsibilities arising out of, concerning or related in any way to this Agreement (including, but not limited to, accounts, actions, causes of action, claims, damages, demands, liabilities, losses, obligations, or reckonings of any kind or nature whatsoever, for compensatory or exemplary and punitive damages, or declaratory, equitable or injunctive relief, whether based on contract, equity, tort or other theories of recovery provided for by the common or statutory law) may be assigned or transferred by any party. Any such assignment is prohibited, and shall be unenforceable and otherwise null and void without the need for further action by the non- assigning party or parties.
Notwithstanding the foregoing, CONTRACTOR may assign this Agreement upon a merger or sale of a majority of its assets, provided that notice is provided to CITY within a reasonable time following such assignment.
20. ACCOUNTING RECORDS. CONTRACTOR shall maintain accurate accounting records and other written documentation pertaining to all costs incurred in performance of this Agreement. Such records and documentation shall be kept at CONTRACTOR's office during the term of this Agreement, and for a period of three years from the date of the final payment hereunder, and made available to CITY representatives upon request at any time during regular business hours.
21. BINDING EFFECT. The rights and obligations of this Agreement shall inure to the benefit of, and be binding upon, the parties to the Agreement and their heirs, administrators, executors, personal representatives, successors and Docusign Envelope ID: A8C6308F-CE43-48C3-BDBD-B32217CCF35D
assigns.
22. CORPORATE AUTHORITY. Each individual signing this Agreement on behalf of entities represents and warrants that they are, respectively, duly authorized to sign on behalf of the entities and to bind the entities fully to each and all of the obligations set forth in this Agreement.
23. COUNTERPARTS. This Agreement may be executed in any number of counterparts, each of which shall be considered as an original and be effective as such.
24. EXECUTION. This Agreement is effective upon execution. It is the product of negotiation and all parties are equally responsible for authorship of this Agreement. Section 1654 of the California Civil Code shall not apply to the interpretation of this Agreement.
25. EXHIBITS. In the event of a conflict between the terms, conditions or specifications set forth in this Agreement and those in exhibits attached hereto, the terms, conditions, or specifications set forth in this Agreement shall prevail. All exhibits to which reference is made in this Agreement are deemed incorporated in this Agreement, whether or not actually attached.
26. FURTHER ASSURANCES. Each party shall execute and deliver such papers, documents, and instruments, and perform such acts as are necessary or appropriate, to implement the terms of this Agreement and the intent of the parties to this Agreement.
27. GOVERNING LAW. The laws of the State of California will govern the validity of this Agreement and its interpretation and performance. Any litigation arising in any way from this Agreement shall be brought in Kern County, California.
28. INTERPRETATION. Whenever the context so requires, the masculine gender includes the feminine and neuter, and the singular number includes the plural.
29. MERGER AND MODIFICATION. This Agreement sets forth the entire agreement between the parties and supersedes all other oral or written representations. This Agreement may be modified only in a writing approved by the City Council and signed by all the parties.
30. NON-INTEREST. No CITY officer or employee shall hold any interest in this Agreement (California Government Code section 1090).
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31. NOTICES. All notices relative to this Agreement shall be given in writing and shall be personally served or sent by certified or registered mail and be effective upon actual personal service or depositing in the United States mail. The parties shall be addressed as follows, or at any other address designated by notice:
CITY: CITY OF BAKERSFIELD
CITY HALL
1600 Truxtun Avenue
Bakersfield, California 93301
CONTRACTOR: CivicPlus
302 South 4
th Street
Suite 500
Manhattan, KS 66502
32. RESOURCE ALLOCATION. All CITY obligations under the terms of this Agreement are subject to the appropriation and allocation of resources by the City Council.
33. TITLE TO DOCUMENTS. All documents, plans, and drawings, maps, photographs, and other papers, or copies thereof prepared by CONTRACTOR pursuant to the terms of this Agreement, shall, upon preparation, become CITY property.
34. TAX NUMBERS.
CONTRACTOR’s Federal Tax ID Number 48-1202104
CONTRACTOR is a corporation? Yes No X
(Please check one.)
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first written above
Docusign Envelope ID: A8C6308F-CE43-48C3-BDBD-B32217CCF35D
"CITY" “CONTRACTOR”
CITY OF BAKERSFIELD CIVICPLUS, LLC
By:
KAREN GOH
By:
Mayor Print Name:
Title:
APPROVED AS TO CONTENT:
[Signatures on Following Page]
TECHNOLOGY SERVICES DEPARTMENT
By:
GREGORY PRONOVOST
TITLE
APPROVED AS TO FORM:
VIRGINIA GENNARO
City Attorney
By:
ASHLEY E. ZAMBRANO
Deputy City Attorney
Insurance:
Docusign Envelope ID: A8C6308F-CE43-48C3-BDBD-B32217CCF35D Senior Vice President of Operations
Cole Cheever
COUNTERSIGNED:
By:
RANDY MCKEEGAN
Finance Director
Attachment: Exhibit A: Municipal Websites Renewal Statement of Work Exhibit B: Quote Q-92938-1
Docusign Envelope ID: A8C6308F-CE43-48C3-BDBD-B32217CCF35D V. PD 06.01.2015-0048
CivicPlus
302 South 4th St. Suite 500
Manhattan, KS 66502 US
Client:
CA – Bakersfield – Municipal Websites (CivicEngage) - Municipal Websites Renewal Statement of Work
QTY ITEM PRODUCT TYPE COST
1 4yr Redesign Ultimate Annual Renewable USD 7,786.19
1 Platinum Hosting & Security per domain
(must be purchased for each)
Renewable USD 5,469.78
1 CivicSend Annual Renewable USD 2,309.46
1 CivicEngage 6 System Annual Renewable USD 16,785.56
1 Design Center Pro Annual Fee Renewable USD 8,676.40
1 CP Pay Annual Fee Renewable USD 0.00
1 Custom IdP Integration Annual Fee Renewable USD 1,823.26 1 SSL Management �CP Provided Only 1
per domain
(Annually Renews)
Renewable USD 86.82
Annual Recurring Services – Year 1 USD 42,937.47
Annual Recurring Services – Year 2 USD 45,084.34
Annual Recurring Services – Year 3 USD 47,338.56
1. This renewal Statement of Work ("SOW") is between Bakersfield, CA (“Customer”) and CivicPlus, LLC, and shall be subject to the terms and conditions of the Master Services Agreement (“MSA”) and applicable Solutions and Products terms found at: www.civicplus.help/hc/p/legal-stuff (collectively, the “Terms and Conditions”). By signing this SOW, Customer expressly agrees to the Terms and Conditions throughout the Term of this SOW. The Terms and Conditions form the entire agreement between Customer and CivicPlus (collectively, referred to as the “Agreement”). The Parties agree the Agreement shall supersede and replace all prior agreements between the Parties with respect to the services provided by CivicPlus herein (the “Services”).
2. This SOW shall remain in effect for an initial term from 6/10/2025 until 6/9/2028 (the “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 shall automatically be renewed for an additional twelve month renewal term (“Renewal Term”).
The Initial Term and all Renewal Terms are collectively referred to as the “Term”.
Exhibit A
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3. Annual Recurring Services – Year 1 fees shall be invoiced on June 10, 2025. Annual Recurring Services – Year 2 fees shall be invoiced on June 10, 2025. Annual Recurring Services – Year 3 fees shall be invoiced on June 10, 2025. Renewal Term Annual Recurring Services fees shall be invoiced on June 10 of each calendar year and be subject to an annual 5% uplift. Client will pay all invoices within 30 days of the date of such invoice.
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Acceptance
By signing below, the parties are agreeing to be bound by Terms and Conditions found at: www.civicplus.help/hc/p/legal- stuff.
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:
Docusign Envelope ID: A8C6308F-CE43-48C3-BDBD-B32217CCF35D civicplus.com | 302 South 4th Street, Suite 500 | Manhattan, KS 66502 | 888-228-2233
CivicPlus Master Services Agreement
This Master Services Agreement (this “Agreement”) governs all Statements of Work (“SOW”) entered into by and between CivicPlus, LLC (“CivicPlus”) and the customer entity identified on the SOW (“Customer”). This Agreement governs the use and provision of any Services purchased by Customer, as described in any signed SOW, and the effective date of this Agreement shall commence on the date of signature of the SOW (“Effective Date”). If a SOW has not been executed, then the Effective Date shall be determined as the start date of implementation of any software solution by CivicPlus for Customer. CivicPlus and Customer referred to herein individually as “Party” and jointly as “Parties”.
Recitals
I. WHEREAS, CivicPlus is engaged in the business of developing and providing access to proprietary community engagement and government content, workflow, and general management software solutions, platforms and associated services (the “Services”); and
II. WHEREAS, Customer wishes to engage CivicPlus for the procurement of the Services and/or receive a license subscription for the ongoing use of the Services, as set forth in the SOW;
NOW, THEREFORE, Customer and CivicPlus agree as follows:
Agreement
Term & Termination
1. This Agreement shall commence on the Effective Date and shall remain in full force and effect for as long as any SOW is in effect between CivicPlus and Customer, or Services are being provided by CivicPlus to Customer, unless terminated in accordance with this §1 or as otherwise provided in this Agreement (the “Term”). Either Party may terminate this Agreement or any SOW as set forth in such SOW, or at its discretion, effective immediately upon written notice to the other Party, if the other Party materially breaches any provision of this Agreement and does not substantially cure the breach within thirty (30) days after receiving notice of such breach. A delinquent Customer account remaining past due for longer than 90 days is a material breach by Customer and is grounds for CivicPlus termination. CivicPlus reserves the right to withhold, remove and/or discard Customer Data without notice for any breach, including, without limitation, Customer’s non -payment. Upon termination for Customer’s breach, Customer’s right to access or use Customer Data immediately ceases, and CivicPlus shall have no obligation to maintain or forward any Customer Data.
2. Upon termination of this Agreement or any SOW for any reason, (a) the licenses granted for such relevant SOW by §11 below will terminate and Customer shall cease all use of the CivicPlus Property and Services associated with the terminated SOW and (b) any amounts owed to CivicPlus for work performed prior to termination shall immediately become due in full and payable. If Customer has paid in advance for the Services, and this Agreement terminates due to material breach of this Agreement by CivicPlus, CivicPlus shall refund Customer a prorated amount of any amount already paid. Upon termination by Customer for convenience or due to material breach by Customer, in addition to any remedy Docusign Envelope ID: A8C6308F-CE43-48C3-BDBD-B32217CCF35D civicplus.com | 302 South 4th Street, Suite 500 | Manhattan, KS 66502 | 888-228-2233
provided in this Agreement or provided in law or equity, CivicPlus shall be entitled to retain any amounts already paid.
Sections 7, 8, 10, 14, 15, 18, 32 -34, 40, and 42 will survive any expiration or termination of this Agreement.
3. At any time during the Term, CivicPlus may, immediately upon notice to Customer, suspend Customer and any of its Users access to any Service due to a threat to the technical security or technical integrity of the Services.
Invoicing & Payment Terms
4. Customer will pay the amounts owed to CivicPlus for the development and implementation of the Customer’s Services, as defined in the SOW (“Project Development”), subscription and licensing, and annual hosting, support and maintenance services (“Annual Recurring Services”) in accordance with the payment schedule set forth on the applicable SOW. Invoices shall be sent electronically to the individual/entity designated in the SOW’s contact sheet that is required to be filled out and submitted by Customer (the “Contact Sheet”). Customer shall provide accurate, current and complete information of Customer’s legal business name, address, email address, and phone number in the Contact Sheet upon submission of a signed SOW. Customer will maintain and promptly update the Contact Sheet information if it should change. Upon Customer’s request, CivicPlus will mail hard -copy invoices for a $5.00 convenience fee to be added to the mailed invoice.
5. Each SOW will state the amount of days from date of invoice payment is due. Unless otherwise limited by law, a finance charge of 1.5 percent (%) per month or the maximum rate permitted by applicable law, whichever is less, will be added to past due accounts from due date until paid. Payments received will be applied first to finance charges, then to the oldest outstanding invoice(s). If the Customer's account exceeds 60 days past due, support will be discontinued until the Customer's account is made current. If the Customer's account exceeds 90 days past due, CivicPlus may suspend in progress Project Development and Annual Recurring Services will be discontinued, and the Customer will no longer have access to the Services until the Customer's account is made current. Customer will be given 15 days’ notice prior to discontinuation of Services for non-payment.
6. During the performance of Project Development, if Customer requests a change that requires repeated efforts to previously approved work product and such change causes CivicPlus to incur additional expenses (i.e. airline change fees, resource hours, consultant fees, Customer does not show up for scheduled meetings or trainings), Customer agrees to reimburse CivicPlus for such additional expenses. CivicPlus shall notify Customer prior to incurring such expenses and shall only incur those expenses which are approved by Customer.
Ownership & Content Responsibility
7. Upon full and complete payment of amounts owed for Project Development under the applicable SOW, Customer will own any website graphic designs, Services content, module content, importable/exportable data, and archived information (“Customer Content”) created by CivicPlus on behalf of Customer pursuant to this Agreement. “Customer Content” also includes, without limitation, any elements of text, graphics, images, photos, audio, video, designs, artworks, logos, trademarks, services marks, and other materials or content which Customer provides to CivicPlus for processing, transmission, storage, or inputs into any website, software or module in connection with any Services. Customer Content excludes any content in the public domain and any content owned or licensed by CivicPlus, whether in connection with providing Services or otherwise.
8. Upon completion of the Project Development, Customer will take over the management and control of the Services and Customer will assume full responsibility for Customer Content maintenance and administration. Customer, not CivicPlus, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and Docusign Envelope ID: A8C6308F-CE43-48C3-BDBD-B32217CCF35D civicplus.com | 302 South 4th Street, Suite 500 | Manhattan, KS 66502 | 888-228-2233
intellectual property ownership or right to use of all Customer Content. Customer hereby grants CivicPlus a worldwide, non-exclusive right and license to reproduce, distribute and display the Customer Content as necessary to provide the Services. Customer represents and warrants that Customer owns all Customer Content or that Customer has permission from the rightful owner to use each of the elements of Customer Content and that Customer has all rights necessary for CivicPlus to use the Customer Content in connection with providing the Services. Customer agrees that CivicPlus shall not be responsible or liable for the content of messages created by Customer or by Customer’s Users or end -users who access Service. Notwithstanding the foregoing, CivicPlus retains the right, but not the obligation, to remove any Customer Content that is libelous, harassing, abusive, fraudulent, defamatory, excessively profane, obscene, abusive, hate related, violent, harmful to minors, that advocates racial or ethnic intolerance, intended to advocate or advance computer hacking or cracking, or other material, products or services that violate or encourage conduct that would violate any laws or third- party rights.
9. At any time during the term of the applicable SOW, Customer will have the ability to download the Customer Content and export the data that is processed through the Services (“Customer Data”). Customer may request CivicPlus to perform the export of Customer Data and provide the Customer Data to Customer in a commonly used format, at any time, for a fee to be quoted at time of request and approved by Customer. Upon termination of the applicable SOW for any reason, whether or not Customer has retrieved or requested the Customer Data, CivicPlus reserves the right to permanently and definitively delete the Customer Content and Customer Data held in the Services thirty (30) days following termination of the applicable SOW. During the thirty (30) day period following termination of the SOW, regardless of the reason for its termination, Customer will not have access to the Services.
10. Intellectual Property in the software or other original works created by or licensed to CivicPlus, including all software source code, documents, and materials used in performing the Services (“CivicPlus Property”) will remain the property of CivicPlus. CivicPlus Property specifically excludes Customer Content. Customer shall not (i) license, sublicense, sell, resell, reproduce, transfer, assign, distribute or otherwise commercially exploit or make available to any third party any CivicPlus Property in any way, except as specifically provided in the applicable SOW; (ii) adapt, alter, modify or make derivative works based upon any CivicPlus Property; (iii) create internet “links” to the CivicPlus Property software or “frame” or “mirror” any CivicPlus Property administrative access on any other server or wireless or internet-based device that may allow third party entities, other than Customer, to use the Services; (iv) reverse engineer, decompile, disassemble or otherwise attempt to obtain the software source code to all or any portion of the Services; (v) make any attempt to gain unauthorized access to the Services and/or any of CivicPlus’ systems or networks; or (vi) access any CivicPlus Property in order to: (a) build a competitive product or service, (b) build a product using similar ideas, features, functions or graphics of any CivicPlus Property, or (c) copy any ideas, features, functions or graphics of any CivicPlus Property. The CivicPlus name, the CivicPlus logo, and the product and module names associated with any CivicPlus Property are trademarks of CivicPlus, and no right or license is granted to use them outside of the licenses set forth in this Agreement.
11. Provided Customer complies with the terms and conditions herein, the relevant SOW, and license restrictions set forth in §10, CivicPlus hereby grants Customer a limited, nontransferable, nonexclusive, non-assignable license to access and use the CivicPlus Property associated with any valid and effective SOW, for the term of the respective SOW. The license set forth herein, shall only apply to the extent that Customer is using the Services for legitimate business use as intended by the purpose of the Services and not for the purpose of comparing the Services to a competitor or similar product of CivicPlus. Customer hereby warrants and affirms its purpose in accessing or otherwise using the Services is for their intended purpose only and understands and agrees that any other use shall be considered fraud.
12. All CivicPlus helpful information and user’s guides for the Services (“Documentation”) are maintained and updated electronically by CivicPlus and can be accessed through the CivicPlus “Help Center”. CivicPlus does not provide paper copies of its Documentation. Customer and its Users are granted a limited license to access Documentation as needed.
Customer shall not copy, download, distribute, or make derivatives of the Documentation.
13. Customer acknowledges that CivicPlus may continually develop, alter, deliver, and provide to the Customer ongoing Docusign Envelope ID: A8C6308F-CE43-48C3-BDBD-B32217CCF35D civicplus.com | 302 South 4th Street, Suite 500 | Manhattan, KS 66502 | 888-228-2233
innovation to the Services, in the form of new features and functionalities. CivicPlus reserves the right to modify the Services from time to time. Any modifications or improvements to the Services listed on the SOW will be provided to the Customer at no additional charge. In the event that CivicPlus creates new products or significant enhancements to the Services (“New Services”), and Customer desires these New Services, then Customer will have to pay CivicPlus the appropriate fee for the access to and use of the New Services. CivicPlus shall use its reasonable best efforts to provide workarounds in the event any modification to the Services causes Customer to lose substantial functionality of the Services.
14. CivicPlus in its sole discretion, may utilize all comments and suggestions, whether written or oral, furnished by Customer to CivicPlus in connection with its access to and use of the Services (all reports, comments and suggestions provided by Customer hereunder constitute, collectively, the “Feedback”). Customer hereby grants to CivicPlus a worldwide, non -exclusive, irrevocable, perpetual, royalty -free right and license to incorporate the Feedback in the CivicPlus products and services.
Indemnification
15. CivicPlus will defend at its expense or settle any third -party claim against Customer alleging that the Services provided under this Agreement infringe intellectual property rights. CivicPlus will pay infringement claim defense costs, CivicPlus–negotiated settlement amounts, and damages finally awarded by a court. CivicPlus has no obligation for any claim of infringement arising from Customer's use of the Services for purposes not contemplated by this Agreement.
CivicPlus’s indemnification obligations under this Section 15 are conditioned upon the Customer (i) promptly notifying the CivicPlus of any claim in writing; (ii) cooperating with CivicPlus in the defense of the claim; and (iii) granting CivicPlus sole control of the defense or settlement of the claim. The indemnification obligations of CivicPlus herein shall not apply to any claims of intellectual property infringement related to Customer Content.
Responsibilities of the Parties
16. CivicPlus will not be liable for any act, omission of act, negligence or defect in the quality of service of any underlying carrier, licensor or other third -party service provider whose facilities or services are used in furnishing any portion of the Service received by the Customer.
17. CivicPlus will not be liable for any failure of performance that is caused by or the result of any act or omission by Customer or any entity employed/contracted on the Customer’s behalf. During Project Development, Customer will be responsive and cooperative with CivicPlus to ensure the Project Development is completed in a timely manner.
18. Customer agrees that it is solely responsible for the end-user’s personal data that Customer decides to solicit, collect, store, or otherwise use in connection with any Service provided by CivicPlus. Customer understands and agrees that CivicPlus provides certain solutions with increased security measures for the solicitation and storage of any sensitive data, and it is Customer’s responsibility to determine whether the data it solicits and collects should be stored in such solutions.
Customer understands and agrees that CivicPlus does not have knowledge or control over what type of data Customer solicits therefore CivicPlus 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 Customer or by any third party of any personal data. Customer has the sole control and responsibility over the determination of which data and information shall be included in the content that is to be transmitted and stored by CivicPlus. Customer shall not provide to CivicPlus or allow to be provided to CivicPlus any content that (a) infringes or violates any 3rd party’s intellectual property rights, rights of publicity or rights of privacy, (b) contains any defamatory material, or (c) violates any federal, state, local, or foreign laws, regulations, or statutes.
Docusign Envelope ID: A8C6308F-CE43-48C3-BDBD-B32217CCF35D civicplus.com | 302 South 4th Street, Suite 500 | Manhattan, KS 66502 | 888-228-2233
19. Customer is responsible for all activity that occurs under Customer's accounts by or on behalf of Customer. Customer agrees to (a) be solely responsible for all designated and authorized individuals chosen by Customer (“User”) activity, which must be in accordance with this Agreement and the CivicPlus Terms of Use; (b) be solely responsible for Customer 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 Customer 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; (e) use commercially reasonable efforts to prevent unauthorized access to or use of the Services and CivicPlus Property and shall promptly notify CivicPlus of any unauthorized access or use of the Services and/or CivicPlus Property and any loss or theft or unauthorized use of any n User's password or username and/or personal information; and (f) use the Services only in accordance with applicable laws and regulations.
20. The Parties shall comply with all applicable local, state, and federal laws, treaties, regulations, and conventions in connection with its use and provision of any of the Services or CivicPlus Property.
21. CivicPlus shall not be responsible for any act or omission of any third-party vendor or service provider that Customer has selected to integrate any of its Services with.
22. Customer understands that CivicPlus must fastidiously allocate resources across all of its customers and specifically reserves necessary resources for Customer’s Project Development. If any professional services, such as consulting or training, purchased by Customer are not used during the Project Development phase solely due to the inaction or unresponsiveness of Customer, then these services shall expire 30 days after completion of Project Development. The Customer may re -schedule any unused professional services during this 30 -day period as mutually agreed upon by the Parties. Any professional services that have not been used or rescheduled shall be marked as complete and closed upon the expiration of the 30-day period.
Data Security
23. CivicPlus shall, at all times, comply with the terms and conditions of its Privacy Policy. CivicPlus will maintain commercially reasonable administrative, physical, and technical safeguards designed to protect the security and confidentiality of Customer Data. CivicPlus will not modify Customer Data or disclose Customer 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 specifically directed or expressly permitted in writing by Customer, (d) in compliance with our Privacy Policy; or (f) if compelled by law. Notwithstanding the foregoing, CivicPlus reserves the right to delete, suspend, or block known malicious accounts without Customer authorization. Customer understands that CivicPlus has no obligation to provide the Services or maintain the Customer Data, information or other material if Customer’s accounts are past due and unpaid as set forth in this Agreement.
24. Customer acknowledges and agrees that CivicPlus utilizes third -party service providers to host and provide the Services and store Customer Data and the protection of such data will be in accordance with such third party’s safeguards for the protection and the security and confidentiality of Customer’s Data. Notwithstanding anything to the contrary, CivicPlus shall have the right to collect and analyze data and other information relating to the provision, use and performance of various aspects of the Services and related systems and technologies (including, without limitation, information concerning Customer Data and data derived therefrom), and CivicPlus will be free (during and after the term hereof) to use such information and data to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other CivicPlus offerings.
25. CivicPlus may offer Customer the ability to use third-party applications in combination with the Services. Any such third-party application will be subject to acceptance by Customer. In connection with any such third-party application Docusign Envelope ID: A8C6308F-CE43-48C3-BDBD-B32217CCF35D civicplus.com | 302 South 4th Street, Suite 500 | Manhattan, KS 66502 | 888-228-2233
agreed to by Customer, Customer acknowledges and agrees that CivicPlus may allow the third-party providers access to Customer Data as required for the interoperation of such third-party application with the Services. The use of a third-party application with the Services may also require Customer to agree to a separate agreement or terms and conditions with the provider of the third-party application, which will govern Customer's use of such third-party application.
26. In the event of a security breach due to the sole negligence, malicious actions, omissions, or misconduct of CivicPlus, CivicPlus, as the data custodian, will comply will all remediation efforts as required by applicable federal and state law.
CivicPlus Support
27. CivicPlus will use commercially reasonable efforts to perform the Services in a manner consistent with applicable industry standards, including maintaining Services availability 24 hours a day, 7 days a week with 99.9% uptime. Customer will have 24/7 access to the online CivicPlus Help Center (civicplus.help) to review use articles, software best practices, receive maintenance release notes, as well as submit and monitor omni-channel support tickets and access solution specific support contact methods (https://www.civicplus.help/hc/en-us/requests/new).
28. CivicPlus provides live support engineers based in the domestic United States to respond to basic questions concerning use and configuration, to diagnose software code -related errors, and proactively identify potential systems issues. CivicPlus support engineers serve a preliminary function in the agile development process and escalate defects to software developers or architects for remediation. For security purposes, CivicPlus support engineers are not permitted to modify user accounts, and permissions nor distribute access outside of accounts established by means of a support interaction for testing. Customer delegated Users may receive tutorials and guidance on account modifications but will perform the action themselves.
29. CivicPlus support hours span between the hours of 7 am to 7 pm CST, but may vary by product. Customer may access the CivicPlus Help Center (civicplus.help) to obtain each product’s support hours. After hours support is available by toll- free phone call only. Non-emergency support requested outside of support hours will be subject to additional fees, such fees will be quoted to Customer at the time of the request and will be subject to Customer acceptance and invoiced the next business day following the non-emergency support. CivicPlus shall have the sole discretion to determine in good faith whether support requests qualify as an emergency, exceed reasonable use or are outside the scope of services outlined in any SOW.
30. If a reported problem cannot be solved during the first support interaction, Customer will be provided a ticket number that will be used as communication method throughout ticket escalation until a solution is provided. Support service does not include support for errors caused by third party products or applications for which CivicPlus is not responsible.
Marketing
31. Customer hereby authorizes CivicPlus to include CivicPlus’s name and logo inconspicuously within the Customer’s instance of the Services. Customer may publicly refer to itself as a customer of the CivicPlus Services, including on Customer's website and in sales presentations. Notwithstanding the foregoing, each Party hereby grants the other a limited, worldwide, license to use the other’s logo in conformance with such Party’s trademark usage guidelines and solely for the purposes of providing the Services. In no event will either Party issue a press release publicly announcing this relationship without the approval of the other Party, such approval not to be unreasonably withheld.
Docusign Envelope ID: A8C6308F-CE43-48C3-BDBD-B32217CCF35D civicplus.com | 302 South 4th Street, Suite 500 | Manhattan, KS 66502 | 888-228-2233
Limitation of Liability
32. CivicPlus’ liability arising out of or related to this Agreement, or any associated SOW, will not exceed the amounts paid by Customer for the Annual Recurring Services in the year prior to such claim of liability.
33. In no event will CivicPlus be liable to Customer for any consequential, indirect, special, incidental, or punitive damages arising out of or related to this Agreement.
34. The liabilities limited by Section 32 and 33 apply: (a) to liability for negligence; (b) regardless of the form of action, whether in contract, tort, strict product liability, or otherwise; (c) even if Customer is advised in advance of the possibility of the damages in question and even if such damages were foreseeable; and (d) even if Customer’s remedies fail of their essential purposes. If applicable law limits the application of the provisions of this Limitation of Liability section, CivicPlus’ liability will be limited to the maximum extent permissible.
Warranties and Disclaimer
35. Each person signing the SOW, or otherwise agreeing to the terms of this Agreement, represents and warrants that he or she is duly authorized and has legal capacity to execute and bind the respective Party to the terms and conditions of the SOW and this Agreement. Each Party represents and warrants to the other that the execution and delivery of the SOW and the performance of such Party’s obligations thereunder have been duly authorized and that this Agreement is a valid and legal agreement binding on such Party and enforceable in accordance with its terms. Customer represents and warrants that Customer has not provided any false information to gain access to the Service and that Customer’s billing information provided on the Contact Sheet is correct; and it has all necessary rights in the Customer Content to permit Customer’s use of the Service and to grant the licenses contained in this Agreement without infringing the intellectual property or other rights of any third parties, violating any applicable laws, or violating the terms of any license or agreement to which it is bound.
36. CivicPlus warrants that the Services will perform substantially in accordance with documentation and marketing proposals, and free of any material defect. CivicPlus warrants to the Customer that, upon notice given to CivicPlus of any defect in design or fault or improper workmanship, CivicPlus will remedy any such defect. CivicPlus makes no warranty regarding, and will have no responsibility for, any claim arising out of: (i) a modification of the Services made by anyone other than CivicPlus, even in a situation where CivicPlus approves of such modification in writing; or (ii) use of the Services in combination with a third-party service, web hosting service, or server not authorized by CivicPlus.
37. The Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by CivicPlus or by third -party providers, or because of other causes beyond CivicPlus's reasonable control, but CivicPlus shall use reasonable efforts to provide advance notice in writing or by e -mail of any scheduled service disruption. HOWEVER, SERVICE PROVIDER DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES.EXCEPT FOR THE EXPRESS WARRANTIES IN THIS AGREEMENT, THE SERVICES ARE PROVIDED “AS IS AND CIVICPLUS HEREBY DISCLAIMS ALL
WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING ANY IMPLIED
WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR ARISING FROM A PRIOR COURSE OF DEALING.
38. EACH PROVISION OF THIS AGREEMENT THAT PROVIDES FOR A LIMITATION OF LIABILITY,
DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS TO ALLOCATE THE RISKS OF THIS AGREEMENT BETWEEN THE PARTIES. THIS ALLOCATION IS REFLECTED IN THE PRICING OFFERED BY
CIVICPLUS TO CUSTOMER AND IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN Docusign Envelope ID: A8C6308F-CE43-48C3-BDBD-B32217CCF35D civicplus.com | 302 South 4th Street, Suite 500 | Manhattan, KS 66502 | 888-228-2233
THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THIS AGREEMENT.
Force Majeure
39. No party shall have any liability to the other hereunder by reason of any delay or failure to perform any obligation or covenant if the delay or failure to perform is occasioned by force majeure, meaning any act of God, storm, pandemic, fire, casualty, unanticipated work stoppage, strike, lockout, labor dispute, civil disturbance, riot, war, national emergency, act of public enemy, internet service provider failure or delay, third party application failure, denial of service attack, or other cause of similar or dissimilar nature beyond its control.
Taxes
40. The amounts owed for the Services exclude, and Customer will be responsible for, all sales, use, excise, withholding and any other similar taxes, duties and charges of any kind imposed by any federal, state or local governmental entity in connection with the Services (excluding taxes based solely on CivicPlus’s income). If the Customer is tax -exempt, the Customer must provide CivicPlus proof of their tax -exempt status, within fifteen (15) days of contract signing, and the fees owed by Customer under this Agreement will not be taxed. If such exemption certificate is challenged or held invalid by a taxing authority then Customer agrees to pay for all resulting fines, penalties and expenses.
Other Documents
41. This Agreement, including all exhibits, amendments, and addenda hereto and all SOWs, constitutes the entire agreement between the Parties and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. No modification, amendment, or waiver of any provision of this Agreement or any SOW will be effective unless in writing and signed by each Party. However, to the extent of any conflict or inconsistency between the provision in the body of this Agreement and any exhibit, amendment, or addenda hereto or any SOW, the terms of such exhibit, amendment, addenda or SOW will prevail. Notwithstanding any language to the contrary therein, no terms or conditions stated in a Customer purchase order or other order documentation (excluding SOWs) will be incorporated into or form any part of this Agreement, all such terms or conditions will be null and void, unless such term is to refer and agree to this Agreement.
Interlocal Purchasing Consent/ Cooperative Purchasing
42. With the prior approval of CivicPlus, which may be withheld for any or no reason within CivicPlus’s sole discretion, this Agreement and any SOW may be extended to any public entity in Customer’s home -state to purchase at the SOW prices and specifications in accordance with the terms stated herein.
43. To the extent permitted by law, the terms of this Agreement and set forth in one or more SOW(s) may be extended for use by other local government entities upon execution of a separate agreement, SOW, or other duly signed writing by and between CivicPlus and such entity, setting forth all of the terms and conditions for such use, including applicable fees and billing terms.
Docusign Envelope ID: A8C6308F-CE43-48C3-BDBD-B32217CCF35D civicplus.com | 302 South 4th Street, Suite 500 | Manhattan, KS 66502 | 888-228-2233
Miscellaneous Provisions
44. The invalidity or unenforceability, in whole or in part, of any provision of this Agreement shall not void, affect the validity or enforceability of any other provision of this Agreement.
45. The Parties negotiated this Agreement with the opportunity to receive the aid of counsel and, accordingly, intend this Agreement to be construed fairly, according to its terms, in plain English, without constructive presumptions against the drafting Party. The headings of Sections of this Agreement are for convenience and are not to be used in interpreting this Agreement. As used in this Agreement, the word “including” means “including but not limited to.”
46. The Parties will use reasonable, good faith efforts to resolve any dispute between them in good faith prior to initiating legal action.
47. This Agreement and any SOW, to the extent signed and delivered by means of a facsimile machine or electronic mail, shall be treated in all manner and respects as an original agreement or instrument and shall be considered to have the same binding legal effect as if it were the original signed version thereof delivered in person. The Parties agree that an electronic signature is the legal equivalent of its manual signature on this Agreement and any SOW. The Parties agree that no certification authority or other third party verification is necessary to validate its electronic signature and that the lack of such certification of third party verification will not in any way affect the enforceability of the Parties’ electronic signature or any resulting agreement between CivicPlus and Customer.
48. Due to the rapidly changing nature of software as a service and digital communications, CivicPlus may unilaterally update this Agreement from time to time. In the event CivicPlus believes such change is a material alteration of the terms herein, CivicPlus will provide Customer with written notice describing such change via email or through its website.
Customer’s continued use of the Services following such updates constitutes Customer’s acceptance of the same. In the event Customer rejects the update to the terms herein, Customer must notify CivicPlus of its objection within ten (10) days receipt of notice of such update.
Docusign Envelope ID: A8C6308F-CE43-48C3-BDBD-B32217CCF35D
Municipal Websites (CivicEngage) Terms
General Municipal Website (CivicEngage) Terms
Due to the multiparty dependency of Project Development, CivicPlus will not migrate, convert, or port content or information that could reasonably be construed as time -sensitive, such as calendar or blog content, during Project Development.
The Customer allows CivicPlus to display a “Government Websites by CivicPlus” insignia, and a web link at the bottom of the completed web pages. The Customer understands that the pricing structure provided under this Statement of Work "SOW" assumes such perpetual permission.
Evolve
CivicPlus is not responsible for any act or omission of any third-party vendor or service provider that the Customer has selected to integrate the Municipal Website Evolve services with.
If the Customer’s Services include Process Automation and Digital Services (CivicOptimize), the terms for such Services, set forth in the Process Automation and Digital Services section shall apply.
CivicPlus Mobile App
The Customer is responsible for the registration and account management of the Customer’s app account on the respective distribution platform (App Store, Google Play). CivicPlus may manage the Google Play distribution platform. CivicPlus, in its sole discretion, may transfer management and ownership responsibilities to Customer or an approved third party of any mobile app platform used by Customer after providing thirty (30) days’ written notice to Customer of such change.
If the Customer desires to use the App Store, the Customer is responsible for the set up the Apple Developer Account as follows:
1. Set up an Apple Developer Account
2. Identify CivicPlus and OneBlink as a developer on the account
3. Work with CivicPlus Implementation team to customize the App Store descriptions, settings and content.
4. Work with CivicPlus Implementation team to update the App Store descriptions, settings and content.
5. If the Customer identifies as a non-profit organization, Apple will waive the annual fee.
However, if the Customer is identified as a for-profit organization and must pay the annual fee, the payment must be set up to auto-renew. CivicPlus shall not manage the Customer account. CivicPlus shall only use the Customer’s Apple Developer Account to deploy the Customer’s CivicPlus Mobile App.
Docusign Envelope ID: A8C6308F-CE43-48C3-BDBD-B32217CCF35D
6. If the Customer receives emails or requests from Apple regarding the Customer’s Apple Developer Account, it is the Customer’s responsibility to respond directly to Apple. In the event the communication specifically involves the deployment of the CivicPlus Mobile App, the Customer shall immediately forward such communication to CivicPlus to ensure the CivicPlus Mobile App remains live and up-to-date.
The Customer represents that it has all intellectual property rights in any the Customer data and content to be added to the Services. It is solely the Customer’s responsibility to seek the permission of any third-party data and/or content owner used by the Customer.
The Customer understands that the hosting for the Services are provided by the app distribution platform and not CivicPlus. CivicPlus shall not be liable for any downtime of the Services provided to the Customer.
Design Center Pro
If the Customer’s use of the Design Center Pro module results in a loss in website or software function or other issue requiring CivicPlus resources to remedy, the Customer will be charged CivicPlus's standard hourly rate at such time for such resources.
CivicPlus Pay / Process Automation Pay / Pay
CivicPlus Pay Services enables the Customer to receive online credit card payments for certain services or products the Customer provides via the Customer websites or recreation management system supported by CivicPlus. As such, through the Services, CivicPlus facilitates an automated process for redirecting credit card payments to the Customer’s chosen payment gateways / merchant account processors (“Gateway”). For card payments, CivicPlus will redirect any payments processing to the Customer’s Gateway, and the Gateway presents the payment form page and processes the card payment. CivicPlus does not transmit, process, or store cardholder data and does not present the payment form. CivicPlus implements and maintains Payment Card Industry (PCI) compliant controls for the system components and applications that provide the redirection services only.
The Customer will enter into a merchant account agreement with a Gateway provider that is within CivicPlus’s network of integrated Gateways. (“Integrated Partner”). Such agreement’s terms and conditions will solely enure to the benefit and obligation of the Customer; CivicPlus shall not be a party to such agreement. CivicPlus will facilitate contact between the Customer and the selected Integrated Partner for contracting purposes and shall integrate the Integrated Partner’s Gateway system into the Customer’s Services. The Customer agrees to assume responsibility for ensuring execution of a Gateway contract with the Customer’s select Gateway provider, to comply with all terms and conditions of such contract, and pay all fees required to maintain the services. The Customer acknowledges that the fees set forth in the applicable SOW do not include any transaction, processing, or other fees imposed by the Customer’s Gateway.
The Customer is solely responsible for their relationship with their selected Gateway. In no event will CivicPlus:
1. take part in negotiations,
Docusign Envelope ID: A8C6308F-CE43-48C3-BDBD-B32217CCF35D
2. pay any fees incumbent on the Customer or merchant account, or
3. acquire any liability for the performance of services of any chosen Gateway, including those Integrated Partners.
The Customer acknowledges switching to a different Gateway after signing this SOW may incur additional fees and require a written and signed modification to this SOW. The Customer shall continue to be responsible for negotiating and executing any Gateway agreement as described herein for any additional Gateway changes. The Customer understands and agrees that CivicPlus is not liable for any failure of service or breach of security by any Gateway provider selected by the Customer, whether such provider is an Integrated Partner or not.
Chatbot
The Customer understands that the Chatbot Services are not intended to collect, and CivicPlus discourages the Customer from soliciting and collecting, any personally identifiable information (“PII”), protected health information (“PHI”), payment card industry information (“PCI”) or any other financial data from its users. CivicPlus cannot monitor and control the Customer’s actions; therefore, in the event the Customer solicits and stores any PII, PHI, PCI, or other financial data, it is at the Customer’s sole discretion and risk. The Customer as the data owner, and not CivicPlus, is solely responsible for the applicable laws and regulations regarding any data breach involving such data, including breach notification and credit monitoring requirements.
The Customer understands that the Services must crawl over the Customer’s entire site and scrape information for successful performance. The Customer shall be solely responsible for obtaining permission from any third party whose content may be crawled and/or scraped by the usage of the Services. In no event shall CivicPlus be liable to the Customer or any third -party, for any claim, action, liability, or damages, arising out of or related to the Services crawling over and/or scraping any third-party system and/or content. The cost of the Services listed in the applicable SOW is for one domain, limited to ten crawled websites, if the Customer requires more domains or crawled websites, the Customer should reach to the Customer’s designated CivicPlus representative.
CivicPlus and/or its partners shall have the right to collect and analyze data and other information relating to the provision, use, and performance of various aspects of the Services and related systems and technologies (including, without limitation, information concerning the Customer data and data derived therefrom), and CivicPlus and/or its partners will be free (during and after the term hereof) to:
1. use such information and data to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other CivicPlus offerings, and
2. disclose such data solely in aggregate or other de-identified form in connection with its business. No rights or licenses are granted except as expressly set forth herein.
Docusign Envelope ID: A8C6308F-CE43-48C3-BDBD-B32217CCF35D
CivicPlus shall not be responsible or liable for the content of messages created by the Customer, or by end-users who access the Service.
Recurring Redesign
Starting after continuous service for the period of months explicitly stated in the Recurring Redesign line item on the applicable SOW (the “Redesign Term”), the Customer shall be entitled to receive a website redesign at no additional cost. The Customer may initiate the website redesign any time after completion of a Redesign Term. Upon the initiation of an eligible redesign project, the Customer may begin accumulating eligibility towards a subsequent redesign after continuous service of a subsequent Redesign Term. Redesigns that include additional features not purchased on the original website SOW 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 encompassed in the Customer’s website at the time of recurring redesign was purchased or included in the applicable SOW in which the redesign was purchased. Any subsequently purchased website, subsite, and department header may be included in the Customer’s redesign at an additional fee.
Encrypted Forms
The Customer acknowledges and understands use of the Encrypted Forms Services is contingent on a current, valid subscription of CivicPlus’ Platinum Hosting & Security upgrade for the CivicPlus Municipal Websites (CivicEngage), and that any termination or suspension of such Platinum Hosting & Security upgrade shall likewise immediately terminate or suspend the use of the Encrypted Forms.
The Customer is responsible for the updating and accuracy of their public-facing privacy policy.
The Customer acknowledges that any forms to be used in the Services must be created in the Encrypted Forms module, and such forms cannot be unencrypted or exported to unencrypted modules.
CivicPlus strongly recommends the Customer completes a Privacy Impact Statement (PIA), which shall detail the Customer’s privacy practices and policies surrounding the use of, and any data stored within or collected by the Services. The Customer further warrants appropriate employees will be adequately trained on the use and deployment of the Services.
The Customer and CivicPlus each jointly acknowledge that for the duration of the applicable SOW, CivicPlus shall serve as the “Data Custodian” and is solely responsibility for the appropriate security controls, including safe custody, transport, and storage of data. The Customer shall serve as the “Data Owner”, and is solely responsible for the operational and privacy specific controls, including data collection, content, context, and use. Notwithstanding the foregoing, the Customer acknowledges that CivicPlus cannot detect or prevent unauthorized individuals Docusign Envelope ID: A8C6308F-CE43-48C3-BDBD-B32217CCF35D
accessing any CivicPlus system through use of valid log-in credentials as set up by the Customer.
The Customer has sole responsibility for maintaining the security of such log -in credentials, and assigning and defining roles and permission to each individual end-users.
The Customer acknowledges that due to the nature of the encryption employed in the Services, CivicPlus staff are unable to access any data submitted or stored within the Services.
The Customer understands and agrees that the Services are not intended to collect or store any credit card information, or related identifiable or financial information and that the Customer shall not collect or store any such information in the Encrypted Forms. For the sake of clarity, the Encrypted Forms are not Payment Card Industry Data Security Standards (PCI DSS) or Health Insurance Portability and Accountability Act (HIPAA) compliant, and the Customer shall not use it for PCI DSS or HIPAA purposes.
Docusign Envelope ID: A8C6308F-CE43-48C3-BDBD-B32217CCF35D CivicPlus • 302 S. 4th Street, Suite 500 • Manhattan, KS 66502 • www.CivicPlus.com Toll Free 888-228-2233 • Accounting Ext. 291 • Support Ext. 307 • Fax 785-587-8951 V. PPH 03.01.16-0001
Platinum 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)
• 45 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 4 hours
• Guaranteed recovery POINT objective (RPO) of 4 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
• DDOS Advanced Security Coverage
• Continuous DDoS mitigation coverage
• Content Distribution Network support
• Proxy server support
• Live User Detection service
Docusign Envelope ID: A8C6308F-CE43-48C3-BDBD-B32217CCF35D CivicPlus • 302 S. 4th Street, Suite 500 • Manhattan, KS 66502 • www.CivicPlus.com Toll Free 888-228-2233 • Accounting Ext. 291 • Support Ext. 307 • Fax 785-587-8951 V. PPH 03.01.16-0001
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
(excluding holidays)
Install Service Patches for OS
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
Docusign Envelope ID: A8C6308F-CE43-48C3-BDBD-B32217CCF35D CivicPlus • 302 S. 4th Street, Suite 500 • Manhattan, KS 66502 • www.CivicPlus.com Toll Free 888-228-2233 • Accounting Ext. 291 • Support Ext. 307 • Fax 785-587-8951 V. PPH 03.01.16-0001
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.
Docusign Envelope ID: A8C6308F-CE43-48C3-BDBD-B32217CCF35D CivicPlus • 302 S. 4th Street, Suite 500 • Manhattan, KS 66502 • www.CivicPlus.com Toll Free 888-228-2233 • Accounting Ext. 291 • Support Ext. 307 • Fax 785-587-8951 V. PPH 03.01.16-0001
Disaster Recovery Feature Service Commitment
CivicPlus will use commercially reasonable efforts to insure that in the event of a disaster that make 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
2 Hours
Recovery Point Objective
Service Credit Percentage
10% of one month’s fee
Service Credit Percentage
1 Hour 10% of one month’s fee
Docusign Envelope ID: A8C6308F-CE43-48C3-BDBD-B32217CCF35D CivicPlus
302 South 4th St. Suite 500
Manhattan, KS 66502
US
Statement of Work
Quote #: Q-92938-1
Date: 2/14/2025 10:57 PM
Expires On: 7/31/2025
Client:
City of Bakersfield, CA
Bill To:
BAKERSFIELD CITY, CALIFORNIA
SALESPERSON Phone EMAIL DELIVERY METHOD PAYMENT METHOD
Austin Timsit [email protected] Net 30
Discount(s)
QTY PRODUCT NAME DESCRIPTION 12 Month
Value
1.00 Web Accessibility Year 1 Annual
Fee Discount
Year 1 Annual Fee Discount USD -2,656.85
1.00 Acquia Optimize Year 1 Annual
Fee Discount
Year 1 Annual Fee Discount USD -1,504.37
One-time(s)
QTY PRODUCT NAME DESCRIPTION 12 Month
Value
1.00 Acquia Optimize Provisioning
Fee
Acquia Optimize Account Activation and Setup USD 0.00
Recurring Service(s)
QTY PRODUCT NAME DESCRIPTION 12 Month
Value
1.00 AudioEye Managed AudioEye Managed: https://www.bakersfieldcity.us/ USD 13,500.00
1.00 Acquia Optimize Standard
Package - 2,500 Pages, 250
PDF Web Accessibility Checks &
25 Heat Maps
Acquia Optimize Standard Package - 2,500 Pages, 250
PDF Web Accessibility Checks & 25 Heat Maps
USD 7,644.00
V. PD 06.01.2015-0048
Exhibit B
Docusign Envelope ID: A8C6308F-CE43-48C3-BDBD-B32217CCF35D QTY PRODUCT NAME DESCRIPTION 12 Month
Value
2.00 CommonLook BUNDLE (Plug-
in for Adobe Acrobat AND Word/
PowerPoint– Remediation Tool)
Plug-in for Adobe Acrobat and Word/PowerPoint –
Remediation Tool Software License
USD 2,886.60
500.00 CommonLook PDF Document
Remediation – Per Page
Annual CommonLook Document Remediation USD 5,000.00
Total Investment - Prorated Year 1 USD 24,869.38
Annual Recurring Services (Subject to Uplift) USD 29,030.60 Total Days of Quote:75
Initial Term Beginning at signing and ending 6/9/2025,
Renewal Term 6/10 each calendar year
Initial Term Invoice Schedule 100% invoiced on 6/9/2025 The Annual Recurring Services subscription fee for the Products (as described above) included in this SOW are prorated and co-termed to align with the Client’s current Web Accessibility billing schedule and the Annual Recurring Services amount will subsequently be added to Client's Term and regularly scheduled annual invoices under the terms of the Agreement.
This Statement of Work ("SOW") shall be subject to the terms and conditions of Master Services Agreement signed by and between the Parties and the applicable Solutions and Services Terms and Conditions located at: https:// www.civicplus.help/hc/en-us/sections/11726451593367-Solutions-and-Services-Terms-and-Conditions (collective, the "Agreement"). By signing this SOW, Client expressly agrees to the terms and conditions of the Agreement, as though set forth herein.
Please note that this document is a SOW and not an invoice. Upon signing and submitting this SOW, Client will receive the applicable invoice according to the terms of the invoicing schedule outlined herein.
V. PD 06.01.2015-0048
Docusign Envelope ID: A8C6308F-CE43-48C3-BDBD-B32217CCF35D Acceptance of Quote # Q-92938-1
The undersigned has read and agrees to the Binding Terms, which are incorporated into this SOW, and have caused this SOW to be executed as of the date signed by the Customer which will be the Effective Date:
For CivicPlus Billing Information, please visit https://www.civicplus.com/verify/
Authorized Client Signature
CivicPlus
By (please sign):
___________________________________
By (please sign):
___________________________________
Printed Name:
___________________________________
Printed Name:
___________________________________
Title:
___________________________________
Title:
___________________________________
Date:
___________________________________
Date:
___________________________________
Organization Legal Name:
___________________________________
Billing Contact:
___________________________________
Title:
___________________________________
Billing Phone Number:
___________________________________
Billing Email:
___________________________________
Billing Address:
___________________________________
___________________________________
Mailing Address: (If different from above)
___________________________________
___________________________________
PO Number: (Info needed on Invoice (PO or Job#) if required)
___________________________________
V. PD 06.01.2015-0048
Docusign Envelope ID: A8C6308F-CE43-48C3-BDBD-B32217CCF35D