ACN 2025-354
Docusign Envelope ID: 0AA3648B- 9FA3- 4EFC- 9761- E03CD69214BC FY2025)
FY2026)
FY2027)
FY2028)
FY2029)
Docusign Envelope ID: 0AA3648B- 9FA3- 4EFC- 9761- E03CD69214BC cceptance of Quote# Q-93746-1
The undersigned has read and agrees to the Binding Tem, s, which are incorporated into this SOW, and have caused this SOW to be executed asof the date signed by the Customer which will be the Effective Date:
For CivicPlus Billing Infor mation, please visit httP-s://www.civic lus.com/veri / Authorized Client Si nature CivicPlus
By (please sign): By (please sign):
Printed Name: Printed Name:
Title: Title:
Date: Date:
Organization LegalName:
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 06.0'1.20'15- 0048
ApprovedAsto Form (Client)
By:
Printed Name:
Title:
Date:
Amy Vikander
SVP of CustomerSuccess
TiffanyAllen
City Manager
Marco A. Verdugo
City Attorney
City of Chula Vista
MarcAmio
Senior Webmaster
619 ) 476-5389
[email protected]
276 4thAvenue, Chula Vista, CA 91910
Docusign Envelope ID: 0AA3648B- 9FA3- 4EFC- 9761- E03CD69214BC 10/ 16/ 2025
Procurement Review
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 useand provision of any Services purchasedby 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 accessto 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 agreeasfollows:
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 accordancewith this §1 or asotherwise 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 breachesany 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 reservesthe 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 accessor 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 ceaseall 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 breachof 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: 0AA3648B- 9FA3- 4EFC- 9761- E03CD69214BC 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, suspendCustomer and any of its Users accessto 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 accordancewith the payment schedule set forth on the applicable SOW. Invoices shall be sent electronically to the individual/ entity designated in the SOW’s contact sheetthat 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 addedto past due accounts from due date until paid. Paymentsreceived will be applied first to finance charges, then to the oldest outstanding invoice( s). If the Customer's account exceeds60 days past due, support will be discontinued until the Customer'saccountis madecurrent. If the Customer's account exceeds90 dayspastdue, CivicPlus may suspendin 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 madecurrent. 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 changecausesCivicPlus to incur additional expenses (i.e. airline changefees, 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 expensesand shall only incur those expenseswhich 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 elementsof 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 managementand 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: 0AA3648B- 9FA3- 4EFC- 9761- E03CD69214BC 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 representsand 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 necessaryfor CivicPlus to use the Customer Content in connection with providing the Services. Customer agreesthat CivicPlus shall not be responsible or liable for the content of messagescreated by Customer or by Customer’s Users or end-users who accessService. 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 advocatesracial or ethnic intolerance, intended to advocateor advancecomputer hacking or cracking, or other material, products or services that violate or encourageconduct 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 datathat is processedthrough the Services (“Customer Data”). Customer may requestCivicPlus 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 reservesthe 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, regardlessof the reason for its termination, Customer will not have accessto the Services.
10. Intellectual Property in the software or other original works createdby or licensed to CivicPlus, including all software source code, documents, and materials usedin 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 accesson any other server or wireless or internet- baseddevice that may allow third party entities, other than Customer, to usethe Services; (iv) reverseengineer, 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 accessto the Services and/or any of CivicPlus’ systems or networks; or (vi) accessany CivicPlus Property in order to: (a) build a competitive product or service, (b) build aproduct 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 associatedwith 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 -assignablelicense 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 businessuse 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 understandsand agreesthat 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 accessedthrough the CivicPlus “ Help Center”. CivicPlus does not provide paper copies of its Documentation. Customer and its Users are granted a limited license to accessDocumentation 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: 0AA3648B- 9FA3- 4EFC- 9761- E03CD69214BC 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 enhancementsto the Services (“New Services”), and Customer desires these New Services, then Customer will have to pay CivicPlus the appropriate fee for the accessto and use of the New Services. CivicPlus shall use its reasonable best efforts to provide workarounds in the event any modification to the Services causesCustomer 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 accessto 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 defensecosts, CivicPlus– negotiated settlement amounts, and damagesfinally 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; provided, however that any such settlement may not include an admissions of liability by Customer without Customer’s prior written consent, which may be withheld at Customer’s discretion. 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 causedby 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 ensurethe Project Development is completed in a timely manner.
18. Customer agreesthat it is solely responsible for the end-user’s personal data that Customer decidesto solicit, collect, store, or otherwise use in connection with any Service provided by CivicPlus. Customer understands and agrees that CivicPlus provides certain solutions with increasedsecurity measuresfor the solicitation and storageof 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 consequencesof the solicitation, collection, storage, or other useby Customer or by any third party of any personal data. Customer hasthe sole control and responsibility over the determination of whic h 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 Docusign Envelope ID: 0AA3648B- 9FA3- 4EFC- 9761- E03CD69214BC civicplus. com | 302 South 4th Street, Suite 500 | Manhattan, KS 66502 | 888- 228- 2233 foreign laws, regulations, or statutes.
19. Customer is responsible for all activity that occurs under Customer's accountsby 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 accordancewith this Agreement and the CivicPlus Terms of Use; (b) be solely responsible for Customer Data; (c) obtain and maintain during the term all necessaryconsents, agreementsand 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 accessto, or use of, any User’s log- in information and the Services, and notify CivicPlus promptly of any known unauthorized accessor useof the foregoing; ( e) use commercially reasonableefforts to prevent unauthorized accessto or use of the Services and CivicPlus Property and shall promptly notify CivicPlus of any unauthorized accessor use of the Services and/or CivicPlus Property and any loss or theft or unauthorized use of any n User's password or usernameand/or personal information ; and (f) use the Services only in accordancewith 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 selectedto integrate any of its Services with.
22. Customer understandsthat CivicPlus must fastidiously allocate resourcesacrossall 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 unresponsivenessof 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 addressservice 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 understandsthat CivicPlus hasno 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 accordancewith 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 enhancethe Services and for other development, diagnostic and corrective purposesin connection with the Services and other CivicPlus offerings.
Docusign Envelope ID: 0AA3648B- 9FA3- 4EFC- 9761- E03CD69214BC civicplus. com | 302 South 4th Street, Suite 500 | Manhattan, KS 66502 | 888- 228- 2233
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 acceptanceby Customer. In connection with any such third- party application agreed to by Customer, Customer acknowledges and agreesthat CivicPlus may allow the third- party providers accessto Customer Data asrequired for the interoperation of such third- party application with the Services. The useof a third- party application with the Services may also require Customer to agreeto a separateagreementor 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 aday, 7 days aweek with 99.9% uptime. Customer will have 24/7 accessto the online CivicPlus Help Center (civicplus. help) to review use articles, software best practices, receive maintenancereleasenotes, aswell assubmit and monitor omni- channel support tickets and accesssolution 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 processand escalatedefects 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 accessthe CivicPlus Help Center (civicplus. help) to obtain eachproduct’s support hours. After hours support is available by toll- free phone call only. Non- emergency support requestedoutside 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 acceptanceand invoiced the next businessday following the non-emergency support. CivicPlus shall have the sole discretion to determine in good faith whether support requestsqualify asan emergency, exceedreasonableuseor areoutside the scopeof servicesoutlined 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 usedas communication method throughout ticket escalation until a solution is provided. Support service does not include support for errors causedby 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 salespresentations. Notwithstanding the foregoing, eachParty hereby grants the other a limited, worldwide, license to usethe other’s logo in conformance with such Party’s trademark usageguidelines and solely for the purposesof providing the Services. In no event will either Party issue a pressreleasepublicly announcing this relationship without the approval of the other Party, such approval not to be unreasonably withheld.
Docusign Envelope ID: 0AA3648B- 9FA3- 4EFC- 9761- E03CD69214BC 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 associatedSOW, will not exceed five times 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 damagesarising out of or related to this Agreement.
34. The liabilities limited by Section 32 and 33 apply: (a) to liability for negligence; (b) regardlessof the form of action, whether in contract, tort, strict product liability, or otherwise; (c) even if Customer is advised in advanceof the possibility of the damagesin question and even if such damageswere 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, representsand warrants that he or she is duly authorized and haslegal capacity to execute and bind the respective Party to the terms and conditions of the SOW and this Agreement. Each Party representsand 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 representsand warrants that Customer hasnot provided any false information to gain accessto the Service and that Customer’s billing information provided on the Contact Sheetis correct; and it hasall necessaryrights 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 w hich 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 becauseof other causesbeyond 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: 0AA3648B- 9FA3- 4EFC- 9761- E03CD69214BC 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 causeof 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 chargesof 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 agreesto 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 supersedesall 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 addendahereto or any SOW, the terms of such exhibit, amendment, addendaor SOW will prevail. Notwithstanding any language to the contrary therein, no terms or conditions stated in a Customer purchaseorder 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 agreeto this Agreement.
Interlocal Purchasing Consent/ Cooperative Purchasing
42. With the prior approval of CivicPlus, which may be withheld for any or no reasonwithin 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 accordancewith the terms statedherein.
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 separateagreement, 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: 0AA3648B- 9FA3- 4EFC- 9761- E03CD69214BC 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 usereasonable, 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 meansof afacsimile machine or electronic mail, shall be treated in all manner and respectsasan original agreementor instrument and shall be considered to have the same binding legal effect asif it were the original signed version thereof delivered in person. The Parties agreethat 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 necessaryto 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 agreementbetween 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 changeis 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 acceptanceof 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.
49. Except as described here or in any other applicable policy, we do not sell, trade, or rent the User’s Personal Information to any third parties. We may share generic aggregated demographic information not linked to any Personal Information regarding visitors and users with our business partners, trusted affiliates, and advertisers for the purposes outlined above; provided, however, that such data shall be anonymized in a manner that permanently deletesall Customer Data (including individual userdataof Customer’s users) and strips all geolocation dataor other datathat would potentially allow such statistics to be re-identified through data filtering.
50. The User’s personal information is any information relating to an identified or identifiable person (“Personal Information”), such as your name, address, email address, phone number, or IP address. Personal Information does not include publicly available information, de-identified, or aggregate consumer data. For purposes of this agreement, “de- identified or aggregateconsumer data” shall at all times be anonymized in a manner that permanently deletesall Customer Data (including individual userdataof Customer’s users) and strips all geolocation dataor other datathat would potentially allow such statistics to be re-identified through data filtering Docusign Envelope ID: 0AA3648B- 9FA3- 4EFC- 9761- E03CD69214BC
EVINE ACT DISCLOSURE
California Government Code section 84308, commonly referred to as the Levine Act, prohibits any City of Chula Vista Officer1 (“Officer”) from taking part in decisions related to a contract if the Officer received a political contribution totaling more than $ 500 within the previous twelve months, and for twelve months following the date a final decision concerning the contract has been made, from the person or company awarded the contract. The Levine Act also requires disclosure of such contribution by a party to be awardeda specific contract. The Levine Act does not apply to competitively bid, labor, or personal employment contracts; contracts valued at under $50,000; contracts where no party receives financial compensation; or contracts between two or more agencies.
A. The Levine Act DOES NOT apply to this Agreement.
B. The Levine Act doesapply to this Agreement and the required disclosure is asfollows:
Current Officers can be located on the City of Chula Vista’ s websites below:
Mayor & Council - https:// www. chulavistaca. gov/ departments/ mayor- council City Attorney - https:// www. chulavistaca. gov/ departments/ city- attorney/ about- us Planning Commissioners – www. chulavistaca. gov/ pc
Candidate for Elected Office – www. chulavistaca. gov/ elections
1. Have you or your company, or any agent on behalf of you or your company, made political contributions totaling more than $500 to any Officer in the 12 months preceding the date you submitted your proposal, the date you completed this form, or the anticipated date of any Council action related to this Agreement?
YES: If yes, which Officer( s): Click or tap here to enter text.
NO:
2. Do you or your company, or any agent on behalf of you or your company, anticipate or plan to make political contributions totaling more than $500 to any Officer in the 12 months following the finalization of this Agreement or any Council action related to this Agreement? YES: If yes, which Officer( s): Click or tap here to enter text.
NO:
Answering yes to either question above may not preclude the City of Chula Vista from entering into or taking any subsequentaction related to the Agreement. However, it may preclude the identified Officer( s) from participating in any actions related to the Agreement. 1 “Officer” means any elected or appointed officer of an agency, any alternate to an elected or appointed officer of an agency, and any candidate for elective office in an agency. GC § 84308
Amy Vikander, SVP of Customer Success
Docusign Envelope ID: 0AA3648B- 9FA3- 4EFC- 9761- E03CD69214BC