HomeMy WebLinkAbout25-047 - Contract - CivicPlus, LLC - 2024-2026 SeeClickFix Online Digital Reporting Tool for ResidentsContract Number: 25-047
Council Approval N/A
This Agreement is entered into by and between the City of Tukwila, Washington, a non -charter optional
municipal code city hereinafter referred to as "the City," and CivicPlus, LLC, hereinafter referred to as the
"Contractor," or "CivicPlus" whose principal office is located at 302 South 4th Street, Ste 500 Manhattan,
KS 66502.
WHEREAS the City has determined the need to have certain services performed for its citizens but does
not have the manpower or expertise to perform such services; and
WHEREAS the City desires to have the Contractor perform such services pursuant to certain terms and
conditions; now, therefore,
IN CONSIDERATION OF the mutual benefits and conditions hereinafter contained, the parties hereto
agree as follows:
1. Scooe and Schedule of Services to be Performed by Contractor. The Contractor shall perform
those services described on Exhibit A attached hereto and incorporated herein by this reference as if
fully set forth. In performing such services, the Contractor shall at all times comply with all Federal,
State, and local statutes, rules, and ordinances applicable to the performance of such services and the
handling of any funds used in connection therewith. The Contractor shall request and obtain prior
written approval from the City if the scope or schedule is to be modified in any way.
2. Compensation_ and Method of Payment. The City shall pay the Contractor for services rendered
according to the rate and method set forth on Exhibit A attached hereto and incorporated herein by this
reference as if fully set forth.
3. Contractor Budaet. The Contractor shall apply the funds received under this Agreement within the
maximum limits set forth in this Agreement. The Contractor shall request prior approval from the City
whenever the Contractor desires to amend its budget in any way.
4. Duration of Aareement. This Agreement shall be in full force and effect for a period commencing
February 28, 2024, and ending December 31, 2026, unless sooner terminated under the provisions
hereinafter specified. The Agreement may be renewed in accordance with Exhibit A.
5. Indeoendent Contractor. Contractor and City agree that Contractor is an independent contractor with
respect to the services provided pursuant to this Agreement. Nothing in this Agreement shall be
considered to create the relationship of employer and employee between the parties hereto. Neither
Contractor nor any employee of Contractor shall be entitled to any benefits accorded City employees
by virtue of the services provided under this Agreement. The City shall not be responsible for
withholding or otherwise deducting federal income tax or social security or contributing to the State
Industrial Insurance Program, or otherwise assuming the duties of an employer with respect to the
Contractor, or any employee of the Contractor.
6. Indemnification. The Contractor shall defend, indemnify, and hold the Public Entity, its officers,
officials, employees, and volunteers harmless from any third party claims, injuries, damages, losses,
or suits including attorney fees, arising out of or in connection with the performance of this Agreement,
except for injuries and damages caused by the negligence or misconduct of the Public Entity.
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Should a court of competent jurisdiction determine that this Agreement is subject to RCW 4.24.115,
then, in the event of liability for damages arising out of bodily injury to persons or damages to property
caused by or resulting from the concurrent negligence of the Contractor and the Public Entity, its
officers, officials, employees, and volunteers, the Contractor's liability hereunder shall be only to the
extent of the Contractor's negligence. It is further specifically and expressly understood that the
indemnification provided herein constitutes the Contractor's waiver of immunity under Industrial
Insurance, Title 51 RCW, solely for the purposes of this indemnification. This waiver has been mutually
negotiated by the parties. The provisions of this section shall survive the expiration or termination of
this Agreement.
7. Insurance. The Contractor shall procure and maintain for the duration of the Agreement, insurance
against claims for injuries to persons or damage to property which may arise from or in connection with
the performance of the work hereunder by the Contractor, their agents, representatives, employees, or
subcontractors. Contractor's maintenance of insurance, its scope of coverage and limits as required
herein shall not be construed to limit the liability of the Contractor to the coverage provided by such
insurance, or otherwise limit the City's recourse to any remedy available at law or in equity.
A. Minimum Scope of Insurance. Contractor shall obtain insurance of the types and with the limits
described below:
1. Automobile Liabilityinsurance with a minimum combined single limit for bodily injury and
property damage of $1,000,000 per accident. Automobile liability insurance shall cover all
owned, non -owned, hired, and leased vehicles. Coverage shall be written on Insurance
Services Office (ISO) form CA 00 01 or a substitute form providing equivalent liability coverage.
If necessary, the policy shall be endorsed to provide contractual liability coverage.
2. Commercial General Liability insurance with limits no less than $2,000,000 each occurrence,
$2,000,000 general aggregate and $2,000,000 products -completed operations aggregate
limit. Commercial General Liability insurance shall be as least at broad as ISO occurrence
form CG 00 01 and shall cover liability arising from premises, operations, independent
contractors, products -completed operations, stop gap liability, personal injury and advertising
injury, and liability assumed under an insured contract. The Commercial General Liability
insurance shall be endorsed to provide a per project general aggregate limit using ISO form
CG 25 03 05 09 or an equivalent endorsement. There shall be no exclusion for liability
arising from explosion, collapse, or underground property damage. The City shall be named
as an additional insured under the Contractor's Commercial General Liability insurance policy
with respect to the work performed for the City using ISO Additional Insured endorsement CG
20 10 10 01 and Additional Insured -Completed Operations endorsement CG 20 37 10 01 or
substitute endorsements providing at least as broad coverage.
3. Workers' Compensation coverage as required by the Industrial Insurance laws of the State of
Washington.
4. Professional Liability/Errors and Omissions Insurance (including Technology Errors and
Omissions) of at least $1,000,000 per occurrence and $2,000,000 in the annual aggregate
B. Public Entity Full Availability of Contractor Limits. If the Contractor maintains higher insurance
limits than the minimums shown above, the Public Entity shall be insured for the full available limits
of Commercial General and Excess or Umbrella liability maintained by the Contractor, irrespective
of whether such limits maintained by the Contractor are greater than those required by this Contract
or whether any certificate of insurance furnished to the Public Entity states limits of liability lower
than those maintained by the Contractor.
C. Other Insurance Provision. The Contractor's Automobile Liability and Commercial General
Liability insurance policies are to contain, or be endorsed to contain, that they shall be primary
insurance with respect to the City. Any insurance, self-insurance, or insurance pool coverage
maintained by the City shall be in excess of the Contractor's insurance and shall not contribute with
it.
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D. Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best rating
of not less than A: VII.
E. Verification of Coverage. Contractor shall furnish the City with original certificates and a copy of
the amendatory endorsements, including but not necessarily limited to the additional insured
endorsement, evidencing the insurance requirements of the Contractor before commencement of
the work. Upon request by the City, the Contractor shall furnish certified copies of all required
insurance policies, including endorsements, required in this Agreement and evidence of all
subcontractors' coverage.
F. .
G. Notice of Cancellation. The Contractor shall provide the City and all Additional Insureds for this
work with written notice of any policy cancellation, within two business days of their receipt of such
notice.
H. Failure to Maintain Insurance. Failure on the part of the Contractor to maintain the insurance as
required shall constitute a material breach of contract, upon which the City may, after giving five
business days notice to the Contractor to correct the breach, immediately terminate the contract
or, at its discretion, procure or renew such insurance and pay any and all premiums in connection
therewith, with any sums so expended to be repaid to the City on demand, or at the sole discretion
of the City, offset against funds due the Contractor from the City.
8. Record Keeping and Reporting.
A. The Contractor shall maintain accounts and records, including personnel, property, financial and
programmatic records which sufficiently and properly reflect all direct and indirect costs of any
nature expended and services performed in the performance of this Agreement and other such
records as may be deemed necessary by the City to ensure the performance of this Agreement.
B. These records shall be maintained for a period of seven (7) years after termination hereof unless
permission to destroy them is granted by the office of the archivist in accordance with RCW Chapter
40.14 and by the City.
9. Audits and Inspections. The records and documents with respect to all matters covered by this
Agreement shall be subject at all times to inspection, review, or audit by law during the performance of
this Agreement.
10. Termination. This Agreement may at any time be terminated by the either party giving the other party
sixty (60) days written notice of intention to terminate the same. Failure to provide products on schedule
may result in contract termination. If the Contractor's insurance coverage is canceled for any reason,
the City shall have the right to terminate this Agreement immediately.
11. Discrimination Prohibited. The Consultant, with regard to the work performed by it under this
Agreement, will not discriminate on the grounds of race, religion, creed, color, national origin, age,
veteran status, sex, sexual orientation, gender identity, marital status, political affiliation, the
presence of any disability, or any other protected class status under state or federal law, in the
selection and retention of employees or procurement of materials or supplies.
12. Assianment and Subcontract. The Contractor shall not assign or subcontract any portion of the
services contemplated by this Agreement without the written consent of the City. Such prior written
consent shall not be unreasonably withheld.
13. Entire Agreement: Modification. This Agreement, together with attachments or addenda, represents
the entire and integrated Agreement between the City and the Contractor and supersedes all prior
negotiations, representations, or agreements written or oral. No amendment or modification of this
Agreement shall be of any force or effect unless it is in writing and signed by the parties. All Civic Plus
terms and conditions, effective as of the date of this Agreement, are attached and incorporated herein,
as Exhibit B.
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14. Severability and Survival. If any term, condition, or provision of this Agreement is declared void or
unenforceable or limited in its application or effect, such event shall not affect any other provisions
hereof and all other provisions shall remain fully enforceable. The provisions of this Agreement, which
by their sense and context are reasonably intended to survive the completion, expiration or cancellation
of this Agreement, shall survive termination of this Agreement.
15. Notices. Notices to the City of Tukwila shall be sent to the following address:
City Clerk, City of Tukwila
6200 Southcenter Blvd.
Tukwila, Washington 98188
Notices to the Contractor shall be sent to the address provided by the Contractor below:
Legal Department
CivicPlus, LLC
302 South 4t" Street Ste 500
Manhattan, KS 66502
16. Annlicable Law: Venue: Attorney's Fees. This Agreement shall be governed by and construed in
accordance with the laws of the State of Washington. In the event any suit, arbitration, or other
proceeding is instituted to enforce any term of this Agreement, the parties specifically understand and
agree that venue shall be properly laid in King County, Washington. The prevailing party in any such
action shall be entitled to its attorney's fees and costs of the suit.
17. Intellectual Property and Ownership. Upon full and complete payment of amounts owed for work
completed under the Statement of Work (" SOW') set forth in Exhibit A, the City will own the website
graphic designs, webpage or services content, module content, importable/ exportable data, and
archived information (" Client Content") created by CivicPlus on behalf of the City pursuant to this
Agreement. Client Content also includes any elements of text, graphics, images, photos, designs,
artworks, logos, trademarks, services marks, and other materials or content which the City provides or
inputs into any website, software, or module in connection with any Services. Client Content excludes
any content in the public domain; and any content owned or licensed by CivicPlus, whether in
connection with providing Services or otherwise.
Upon completion of the SOW, the City will assume full responsibility for Client Content maintenance and
administration. The City, not CivicPlus, shall have sole responsibility for the accuracy, quality, integrity,
legality, reliability, appropriateness, and intellectual property ownership or right to use of all Client
Content. The City hereby grants CivicPlus a worldwide, non- exclusive right and license to reproduce,
distribute, and display the Client Content as necessary solely to provide access to Services. The City
represents and warrants that the City owns all Client Content or that the City has permission from the
rightful owner to use each of the elements of Client Content; and that the City has all rights necessary
for CivicPlus to use the Client Content in connection with providing the Services.
At any time during the term of the applicable SOW, and for a period of ninety (90) days following
termination of the Services, the City will have the ability to download the Client Content and export the
Client Content through the Services. The City may request CivicPlus to perform the export of Client
Content and provide the Client Content to the City in a commonly used format at any time, for a fee to
be quoted at time of request and approved by the City. Upon termination, of the SOW for any reason,
whether or not the City has retrieved or requested the Client Content, CivicPlus reserves the right to
permanently and definitively delete the Client Content and Client Content held in the Services one
hundred eighty (180) days following termination of the SOW. During the ninety -day period following
termination of the SOW, regardless of the reason for its termination, the City will not have access to the
Services, other than to download the Client Content and export the data as described herein.
Intellectual Property in the software or other original works created by or licensed to CivicPlus, including
all source code, documents, and materials used in the Services ("CivicPlus Property") will remain the
property of CivicPlus. CivicPlus Property specifically excludes Client Content. The City shall not (i)
license, sublicense, sell, resell, reproduce, transfer, assign, distribute or otherwise commercially exploit
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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 the City, to use the Services; (iv) reverse engineer, decompile,
disassemble or otherwise attempt to obtain the source code to all or any portion of the Services; or (v)
access any 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.
Provided the City complies with the terms and conditions herein, the SOW, and license
restrictions set forth in this section, CivicPlus hereby grants the City a limited, nontransferable,
nonexclusive, license to access and use the CivicPlus Property associated with the SOW, for the term
of the SOW.
18. Responsibilities. CivicPlus passes through sales tax in those jurisdictions where such tax is required.
If the City is tax-exempt, the City must provide CivicPlus proof of their tax-exempt status, within fifteen
(15) days of contract signing, and the fees owed by the City under this Agreement will not be taxed. If
the Washington state taxation laws change, the City will begin to be charged sales tax in accordance
with its jurisdiction' s tax requirements and CivicPlus has the right to collect payment from the City for
past due taxes.
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 City.
CivicPlus will not be liable for any failure of performance that is caused by or the result of any act or
omission by the City or any entity employed/ contracted on the City's behalf. During Term, the City will
be responsive and cooperative with CivicPlus to ensure the work is completed in a timely manner.
CivicPlus will provide the Services and manage the Client Content and content in compliance with the
SeeClickFix Data Retention Policy, https:// legal. seeclickfix.com/ docs/data- retention- policy. pdf, and
Terms of Use, https:// legal. seeclickfix.com/ terms- of -use/. The City understands and agrees that it
has sole discretion over the solicitation, collection, storage, or other use of end-users' personally
identifiable information, including sharing with third parties, on any of the Services provided by
CivicPlus and CivicPlus discourages the solicitation and collection of any end user personally identifiable
information. The City further understands and agrees that the City is solely responsible for the use or
storage of end- users' personally identifiable information in connection with the Services or the
consequences of the solicitation, collection, storage, or other use by the City or by any third party of
personally identifiable information.
CivicPlus will provide, on a hosted, software -as -a -service basis, access to the Services described in
the SOW, via mobile applications, internet, and an embeddable interactive widget for public reporting,
alerts on discussing non -emergency issues ("the Software"). Users will be able to interact with the
Software and post various content including words, photos, and videos ("User Content"). While the
content of users of the Software is governed by CivicPlus' s published Terms of Use and Privacy Policy,
CivicPlus may not be able to control the exact nature of the User Content. CivicPlus reserves the right,
not the obligation, to edit User Content. Although CivicPlus may from time to time make enhancements
or bug fixes to the Software, it is under no obligation to make any particular modifications,
enhancements, or bug fixes.
To the extent it may apply to any of the Services or deliverables of the SOW, user logins are for
designated individuals chosen by the City (" Users") and cannot be shared or used by more than one
User. The City will be responsible for the confidentiality and use of User's passwords and usernames.
The City will also be responsible for all electronic communications, including those containing business
information, account registration, account holder information, financial information, Client Content, and
all other data of any kind contained within emails or otherwise entered electronically through the
Services, CivicPlus Materials, or under the City's account. The City shall use commercially reasonable
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efforts to prevent unauthorized access to or use of the Services and CivicPlus Materials and shall
promptly notify CivicPlus of any unauthorized access or use of the Services and/ or CivicPlus Materials
and any loss or theft or unauthorized use of any User's password or username and/ or personal
information.
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 Client 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.
19. Security Incident/ Data Breach.
A. Security Contact. The individuals identified below shall serve as each party's designated Security
Contact for security issues under this Agreement.
City of Tukwila Security Contact:
Bao Trinh
City of Tukwila
6300 Southcenter Blvd #202
Tukwila WA 98188
bao.trinh@tukwilawa.gov
Contractor Security Contact:
Jim Flynn
302 South 4t" Street, Ste 500
Manhattan, KS 66502
flynn@civicplus.com
B. Requirements. Contractor will take commercially reasonable actions to ensure that the City of
Tukwila is protected against any and all reasonably anticipated security incidents, including but not
limited to:
a. Contractor's systems are continually monitored to detect evidence of a Security Incident.
b. Contractor has a Security Incident response process to manage and to take corrective action
for any suspected or realized Security Incident.
c. Upon request Contractor will provide City of Tukwila with a copy of its Security Incident
policies and procedures. If a Security Incident affecting City of Tukwila occurs, Contractor, in
accordance with applicable Information Protection Laws, will immediately take action to
prevent the continuation of the Security Incident.
C. Notification. Within forty-eight (48) hours of Contractor's initial awareness of an actual Security
Incident or other mutually agreed upon time period, Contractor will notify the City of Tukwila of the
incident by emailing the City of Tukwila Security Contact listed above.
D. Investigation and Remediation. Upon Contractor's notification to City of Tukwila of a Security
Incident, the parties will coordinate to investigate the Security Incident. in the event breach is
caused by the sole negligence, malicious actions, error or omission, or misconduct of Contractor,
Contractor shall be responsible for leading the investigation of the Security Incident but shall
cooperate with City of Tukwila to the extent City of Tukwila requires involvement in the investigation.
In the event breach is caused by the sole negligence, malicious actions, omissions, or misconduct
of Contractor, Contractor will: 1) cooperate, at its expense, with City of Tukwila in any litigation or
investigation deemed reasonably necessary by City of Tukwila to protect its rights relating to the
use, disclosure, protection and maintenance of Confidential Information; 2) reimburse City of
Tukwila for actual costs incurred by City of Tukwila in responding to, and mitigating damages
caused by any Security Incident, including all costs of notice and remediation reasonably necessary
to protect such affected individuals in light of the risks posed by the Security Incident; 3) at
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Contractor's own expense, provide City of Tukwila with all information necessary for City of Tukwila
to comply with data breach recordkeeping, reporting and notification requirements pursuant to
Information Protection Laws. Contractor will use reasonable efforts to prevent a recurrence of any
such Security Incident.
E. Reporting. Contractor will provide the City of Tukwila with a final written report within thirty (30)
business days after resolution of a Security Incident or upon determination that the Security Incident
cannot be sufficiently resolved.
DATED this 11th day of February 2025 .
CITY OF TUKWILA
Signed by:
DS
1 �Xs r
Thomasceod, ayor
APPROVED AS TO FORM:
Signed by:
Office ofi e i y orhey
CONTRACTOR
By:
Printed Name: Amy Vikander
Title: Senior VP of Customer Success
CivicPlus LLC Contract for Services Page 7 of 7
civicPlus
302 South 4th St. Suite 500
Manhattan. KS 66502 US
Client: Tukwila, WA
Bill To: Tukwila, WA
Tukwila, WA —Statement of Work
SeeClickFix — 02/28/2024 —12/31/2024
SeeClickFix Pro Renewal
$ 10,024.67
SeeClickFix Connector for Lucity Renewal
$ 2,461.15
SeeClickFix Connector for ArcGIS (1 -way) Renewal
$ 1,329.43
SeeClickFix Custom IDP Integration Annual Fee Renewal
$ 775.27
2024 Total Annual Fees
$ 14,590.52
SeeClickFix — 01/01/2025 —12/31/2025
SeeClickFix Pro Renewal
$ 12,232.70
SeeClickFix Connector for Lucity Renewal
$ 3,003.24
SeeClickFix Connector for ArcGIS (1 -way) Renewal
$ 1,622.255
SeeClickFix Custom IDP Integration Annual Fee Renewal
$ 946.02
2025 Total Annual Fees
$ 17,804.21
SeeClickFix — 01/01/2026 —12/31/2026
SeeClickFix Pro Renewal
$ 13,093.73
SeeClickFix Connector for Lucity Renewal
$ 3,093.34
SeeClickFix Connector for ArcGIS (1 -way) Renewal
$ 1,670.92
SeeClickFix Custom IDP Integration Annual Fee Renewal
$ 974.40
2026 Total Annual Fees
$ 18,338.34
1. This renewal Statement of Work ("SOW') is between Tukwila, WA ("Customer") and CivicPlus, LLC and shall
be subject to the terms and conditions of the Contract for Services executed by an between the Parties and
the applicable Solutions and Products terms found at:.civicIus.hel /hc/ Ier�al-stuff (collectively, the
"Terms and Conditions").
V. PD 06.01.2015-0048
Page 1 of 2
2. This SOW shall remain in effect for an initial term beginning February 28, 2024 and ending December 31, 2026,
2026 ("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 renew for an additional twelve month
renewal term ("Renewal Term"), subject to annual appropriation. The Initial Term and all Renewal Terms are
collectively referred to as the "Term".
3. Total Annual Fees shall be invoiced on February 28, 2024, January 1, 2025, and January 1, 2026, as described
above. Renewal Term Annual Recurring Services shall be subject to a 3% annual increase beginning with the
first renewal term (included above).
V. PD 06.01.2015-0048
Page 2 of 2
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
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
§ I 1 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
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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.
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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.
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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
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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
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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 -tree right and license to incorporate the Feedback in the
CivicPlus products and services.
15. CivicPlus will defend at its expense or settle any third -parry 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.
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.
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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 Set -vices 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 atter 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.
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 (t) 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
hereot) 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 -parry application
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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.
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 (civieptus.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 (civi cp lus. 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 CiviePlus is not responsible.
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 Parry 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 Parry issue a press release publicly announcing this relationship
without the approval of the other Party, such approval not to be unreasonably withheld.
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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.
s
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 SERVTCES.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
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THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER
PROVISIONS OF THIS AGREEMENT.
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,
tire, 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.
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.
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.
42. With the prior approval of CivicPlus, which maybe 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.
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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. Tn 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. Tn 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.
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