Civic Plus - CivicRec Master Service Agreement (2019)302 South 4th St. Suite 500
Manhattan, KS 66502
US
Master Services Agreement:
Gilroy, CA
THIS Master Services Agreement ("Agreement") is agreed to by and between CivicPlus, LLC., d/b/a CivicPlus ("CivicPlus") and
Gilroy, CA;("Client") (referred to individually as "Party" and jointly as "Parties") and shall be effective as of the later date of signing
indicated at the end of this Agreement ("Effective Date").
RECITALS
I. WHEREAS, CivicPlus is engaged in the business of developing, marketing and selling custom community engagement and
government management platforms and services that include but are not limited to web sites, web interfaces and portals and
proprietary software systems and associated modules; in addition to project development, design, implementation, support and hosting
services for same;
II. WHEREAS, Client wishes to engage in a relationship with CivicPlus for such services and/or license for the development and use
of proprietary software developed and owned by CivicPlus;
III. WHEREAS, Client and CivicPlus have agreed to certain terms as set forth in this Agreement by this written instrument duly
executed by the Parties;
NOW, THEREFORE, Client and CivicPlus agree as follows:
Term & Termination
1. This Agreement shall commence on the date set forth below and shall remain in frill force and effect during the term of any
associated or attached Statement of Work ("SOW") between CivicPlus and Client. This Agreement and any associated or attached
SOW will continue under the conditions set forth herein until terminated by either Party as specifically authorized herein.
2. Either Party may terminate this Agreement or any associated SOW at the end of the SOW term by providing the other Party with 60
days' written notice prior to the SOW renewal date.
3. Upon termination of this Agreement or any associated or attached SOW, the licenses granted for such relevant SOW by Section 15,
below, will terminate; Client shall cease all use of the CivicPlus Property (as defined herein) associated with the terminated SOW.
4. Notwithstanding the above, in the event this Agreement or any SOW is terminated, for any reason, prior to payment in fitll being
made by Client for work completed by CivicPlus, any outstanding invoices or future planned billing for the development of Client's
chosen government management platform and/or services, as defined in the SOW ("Project Development"), shall immediately become
due in fiill.
Statements of Work
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5. CivicPlus agrees to perform services and/or produce deliverables in accordance with the SOW in consideration of the fees owed by
Client in described in the same SOW. Multiple and successive SOW may be entered into and shall be attached hereto. Such SOWS are
incorporated into this Agreement by reference and subject to the terms & conditions contained herein pursuant to Section 27.
Invoicing & Payment Terms
6. Invoices shall be sent electronically to the individual/entity designated in the SOW's contact sheet, to be filled out and submitted
by Client. Client shall provide accurate, current and complete information of Client's legal business name, address, email address, and
phone number, and maintain and promptly update this information if it should change. Upon request CivicPlus will mail invoices, and
the Client will be charged a $5.00 convenience fee.
7. Payment is due 30 days from date of invoice. Unless otherwise limited by law, a finance charge of 1.5 percent (%) per month or
$5.00, whichever is greater, will be added to past due accounts. Payments received will be applied first to finance charges, then to the
oldest outstanding invoice(s).
8. If the Client's account exceeds 60 days past due, support will be discontinued until the Client's account is made current. If the
Client's account exceeds 90 days past due, Annual Services will be discontinued, and the Client website, modules, interfaces or portals
will no longer be active until the Client's account is made current. Client will be given 30 days' notice prior to discontinuation of
services for non-payment.
9. If the Client requests a change in the timeline set forth and agreed upon at the beginning of the services, and such change causes
CivicPlus to incur additional expenses (i.e. airline change fees, consultant fees), Client agrees to reimburse CivicPlus for those fees.
Not to exceed $1,000 per CivicPlus resource per trip. CivicPlus shall notify Client prior to incurring such expenses and shall only
incur those expenses which are approved by Client.
Ownership & Content Responsibility
10. Upon full and complete payment of submitted invoices for any SOW Project Development Fees, Client will own the website
graphic designs, webpage or software content, module content, importable/exportable data, and archived information as created by
CivicPlus on behalf of Client pursuant to this Agreement ("Customer Content").
11. Upon completion of any SOW Project Development, Client will assume full responsibility for website, software or module content
maintenance and administration. Client, not CivicPlus, shall have sole responsibility for the accuracy, quality, integrity, legality,
reliability, appropriateness, and intellectual property ownership or right to use of all Customer Content.
12. Client agrees that CivicPlus shall not migrate, convert, or port content or information that could reasonably be construed to be
time -sensitive, such as calendar or blog content, in any Project Development.
13. Client will make a reasonable attempt to work with CivicPlus, if requested, to create a news item to be released in conjunction
with their project Go -Live date. Client will provide CivicPlus with contact information for local and regional media outlets. CivicPlus
may use the press release in any marketing materials as desired throughout the term of this Agreement.
Intellectual Property & Ownership
14. Intellectual Property of any software or other original works created by CivicPlus prior to the execution of this Agreement
("CivicPlus Property") will remain the property of CivicPlus. Client 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; (ii)
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; or (iv)
reverse engineer or 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
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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.
15. Provided Client complies with the terms and conditions herein, the relevant SOW, and license restrictions set forth in Section 14,
CivicPlus hereby grants Client a limited, nontransferable, nonexclusive, license to access and use the CivicPlus Property associated
with any valid and effective SOW associated with this Agreement, for the term of the respective SOW.
Indemnification
16. To the extent permitted by the law of Client's state, Client and CivicPlus shall defend, indemnify and hold the other Party, its
partners, employees, and agents harmless from and against any and all lawsuits, claims, demands, penalties, losses, fines, liabilities,
damages, and expenses including attorney's fees of any kind, without limitation, arising out of the negligent actions and omissions,
or intentionally malicious actions or omissions of the indemnifying Party or its partners, employees, and agents, directly associated
with this Agreement and the operations and installation of software contemplated by this Agreement. This section shall not apply to
the extent that any lawsuits, claims, demands, penalties, losses, fines, liabilities, damages, and expenses is caused by the negligence or
willful misconduct on the part of the other Party.
Client Responsibilities
17. 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 Client.
18. CivicPlus will not be liable for any failure of performance that is caused by or the result of any act or omission by Client or any
entity employed/contracted on the Client's behalf.
19. Client agrees that it is solely responsible for any solicitation, collection, storage, or other use of end -users' personal data on any
website or online service provided by CivicPlus. Client further agrees that CivicPlus has no responsibility for the use or storage of
end -users' personal data in connection with the website or the consequences of the solicitation, collection, storage, or other use by
Client or by any third party of personal data.
20. To the extent it may apply to any service or deliverable of any SOW, user logins are for designated individuals chosen by Client
("Users") and cannot be shared or used by more than one User. Client will be responsible for the confidentiality and use of User's
passwords and User names. Client will also be responsible for all electronic communications, including those containing business
information, account registration, account holder information, financial information, Client data, and all other data of any kind
contained within emails or otherwise entered electronically through any CivicPlus Property or under Client's account. CivicPlus will
act as though Client will have sent any electronic communications it receives under Client's passwords, user name, and/or account
number. Client shall use commercially reasonable efforts to prevent unauthorized access to or use of any CivicPlus Property and shall
promptly notify CivicPlus of any unauthorized access or use of any CivicPlus Property and any loss or theft or unauthorized use of
any User's password or name and/or user personal information.
21. Client shall comply with all applicable local, state, and federal laws, treaties, regulations, and conventions in connection with its
use of any of the services or CivicPlus Property.
Limitation of Liability
22. CivicPlus' liability arising out of or related to this Agreement, or any associated SOW, will not exceed twice the Annual Services
Fee paid by Client in the year prior to such claim of liability.
23. In no event will CivicPlus be liable to Client for any consequential, indirect, special, incidental, or punitive damages arising out of
or related to this Agreement.
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24. The liabilities limited by Section 22 and 23 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 Client is advised in advance of the possibility of the damages in question
and even if such damages were foreseeable; and (d) even if Client'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.
Force Majeure
25. 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, fire, casualty, unanticipated work
stoppage, strike, lockout, labor dispute, civic disturbance, riot, war, national emergency, act of public enemy, or other cause of similar
or dissimilar nature beyond its control.
Taxes
26. It is CivicPlus' policy to pass through sales tax in those jurisdictions where such tax is required. If the Client is tax-exempt, the
Client must provide CivicPlus proof of their tax-exempt status, within fifteen (15) days of contract signing, and the fees owed by
Client under this Agreement will not be taxed. If the Client's state taxation laws change, the Client will begin to be charged sales tax
in accordance with their jurisdiction's tax requirements and CivicPlus has the right to collect payment from the Client for past due
taxes.
Other Documents
27. The following, if applicable, are to be attached to and made part of this Agreement:
a. Any Addendum and/or Amendments to this Agreement signed by both Parties;
b. Exhibit A - Statement(s) of Work;
b. Service Agreement Sales Forms;
c. Service Agreements previously executed between the Parties; and
d. Custom Development / Retainer Agreement
28. In the event of conflict with an attachment to this Agreement, this main body of this Agreement will govern. Notwithstanding the
foregoing, no SOW or other attachment incorporated into this Agreement after execution of this main body of this Agreement will be
construed to amend this main body unless it specifically states its intent to do so and cites the section or sections amended.
29. This Agreement and all attachments hereto sets forth the entire agreement of the Parties and supersedes all prior or
contemporaneous writings, negotiations, and discussions with respect to its subject matter.
Interlocal Purchasing Consent
30. With the prior approval of CivicPlus, which may be withheld for any or no reason within CivicPlus' sole discretion, this
Agreement and any attached SOWs may be extended to any public entity in Client's home -state to purchase at the SOW prices and
specifications in accordance with the terms stated herein.
Miscellaneous Provisions
31. The invalidity, in whole or in part, of any provision of this Agreement shall not void or affect the validity of any other provision of
this Agreement.
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32. No amendment, assignment or change to this Agreement or any included SOW shall be effective unless by a written instrument
executed by each of the Parties.
33. This Agreement may be executed in one or more counterparts. Each counterpart will be an original, but all such counterparts will
constitute a single instrument.
34. Each person signing this Agreement represents and warrants that he or she is duly authorized and has legal capacity to execute
and deliver this Agreement. Each Party represents and warrants to the other that the execution and delivery of the Agreement and the
performance of such Parry's obligations hereunder have been duly authorized and that the Agreement is a valid and legal agreement
binding on such Party and enforceable in accordance with its terms.
Acceptance
We, the undersigned, agreeing to the conditions specified in this document, understand and consent to the terms & conditions of this
Agreement.
Client CivicPlus
By: By: ,
Name: art G- Lem Name: C
Title Pf�,P. l�n �-f-, 4�J �,i-l' Title: t f-F
V o�
Date: 0�� r Date: Cn. l� (4
t � l
Please sign and email to Dustin Flentie at flentie@civicplus.com or fax to
Sign and E-mail the
entire
contract with exhibits to:
mailto:contracts@,civicplus.com
Signature pages sent without the entire contract attached will not be accepted. We will
e-mail a counter -signed copy of the contract back to you once we begin your project.
CivicPlus does not require a physical copy of the contract, however, if you would like a
physical copy of the contract, mail one (1) copy of the contract with original signature to:
CivicPlus Contract Manager
302 S. 4th Street, Suite 500
Manhattan, KS 66502
Upon receipt of signed original, we will counter -sign and return the copy for your files.
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32. No amendment, assignment or change to this Agreement or any included SOW shall be effective unless by a written instrument
executed by each of the Parties.
33. This Agreement may be executed in one or more counterparts. Each counterpart will be an original, but all such counterparts will
constitute a single instrument.
34. Each person signing this Agreement represents and warrants that he or she is duly authorized and has legal capacity to execute
and deliver this Agreement. Each Party represents and warrants to the other that the execution and delivery of the Agreement and the
performance of such Party's obligations hereunder have been duly authorized and that the Agreement is a valid and legal agreement
binding on such Party and enforceable in accordance with its terns.
Acceptance
We, the undersigned, agreeing to the conditions specified in this document, understand and consent to the terms & conditions of this
Agreement.
Client CivicPlus
By: By:
Name: Name:
Title: Title:
Date: Date:
Please sign and email to Dustin Flentie at flentie@civicplus.com or fax to
Sign and. E-mail the.
entire
0 c ntractwitht.exhibits.to:
a l t£1:C()llti CtSraC* lvi lus.Co1'17.
Signature. pages sent viri#hoot the entire contract attached will not be accepted. We will
e-mail :a counter -signed copy of the contract back to you once we begin your project.
CivicPlus does not require a physical.copy of the contract; however, °if you would like. a
physical copy of the contract; mail one (1) copy of the contract with original signature to:
CivicPlus Contract Manager
Approved as to Form
Cit Ato ne
Y y
302 S. 4th Street; Suite 500
. Manhattan; KS 66502
Upon receipt of signed original, we will counter=sign.and return the copy for your files.
Page 5 of 5
W
CIVICPluS Quote #:
302 South 4th St. Suite 500 Date:
Manhattan, KS 66502
us Expires On:
Product:
Ship To Bill To
Gilroy, CA - CivicRec Gilroy, CA - CivicRec
United States
SALESPERSON Phone EMAIL DELIVERY METHOD
Dustin Flentie ' I x I fientie@civicplus.com I
Exhibit A.1 - Statement of Work
QTY Product Name
1.00 CivicRec Annual Fee
1.00 CivicRec Ultimate
2.00 Virtual Training (Half Day Block)
2.00 Virtual Consulting (Half Day Block)
1.00 2 Day On -Site Training
2.00 On -Site Training Fee
3.00 Travel Days
1.00 CP Pay Annual Fee
1.00 CP Pay Implementation
1.00 Activities Import
4.00 Virtual Training (Half Day Block)
1.00 User Import
TOTAL: I $37,900.00
Total Days of Quote:365
V. PD 06.01.2015-0048
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Q-01660-7
3/10/2019 8:51 PM
6/8/2019
CivicRec
PAYMENT METHOD
Net 30
One Time Costs $20,900.00
Recurring Costs 1 $17,000.00
* Recurring Costs stated herein are based upon the number of days stated above.
Upon renewal of this SOW, the Recurring Costs will reflect a 365 day calendar year.
1. Performance and payment under this SOW shall be subject to the terms & conditions of the Agreement by and between
Client and CivicPlus, to which this Statement of Work (SOW) is hereby attached.
2. This SOW shall remain in effect for an initial term of one year (12 months) from signing. In the event that neither party
gives 60 days' notice to terminate prior to the end of the initial or any subsequent renewal term, this Agreement will
automatically renew for an additional 1-year Renewal Term.
3. The Total First Year Fees (total of One -Time Costs and Recurring Cost)shall be invoiced as follows:
a. Upon signing of this SOW — one half of the Total First Year Fees;
b. The earlier of 6 months from signing or upon completed implementation of the CivicRec Recreation
Management Software — the remaining half of the Total First Year Fees.
4. Renewal Term Annual Services Fees (Recurring Costs) shall be invoiced on the date of signature of relevant calendar
years beginning with the second year of service. Annual services, including but not limited to hosting, support and
maintenance services, shall be subject to a 5% annual increase beginning in Year 3 of service.
5. The Client's Annual Services Fees agreed upon herein are based on Client processing up to $1,000,000.00 of revenue
per year ("Predicted Processing Volume"). Starting with the first renewal year of this SOW, CivicPlus reserves the right
(but not the obligation) to audit Client once every 12 months to determine Client's actual processing volume ("Actual
Processing Volume"). In the event Client's Actual Processing Volume exceeds the Predicted Processing Volume,
CivicPlus will notify client within 30 days of the audit of the Actual Processing Volume and the applicable increase in the
Annual Fees resulting from such Actual Processing Volume. The increase in the Annual Fees shall be implemented the
first of the month following the notice.
6. All amounts owed to CivicPlus hereunder are fully -earned upon provision of the Services Provided, as described in
Addendum 1, and are not subject to withholding or off -set in any manner whatsoever, such amounts are non-refundable
upon payment subject only to a clear demonstration of an accounting error. Client expressly acknowledges and agrees
that Client is familiar with the proposed Services Provided and CivicPlus' billing process.
7. For the purposes of obtaining merchant account services through CP Pay, Client may utilize the designated merchant
account for CivicRec through an integrated partnership with OpenEdge ("CP Pay Merchant"). In the event Client chooses
CP Pay Merchant, Client will enter into a merchant account agreement with OpenEdge. Such agreement's terms and
conditions will solely enure to the benefit and obligation of Client; CivicPlus shall not be a party to such agreement. In
the event Client chooses CP Pay Merchant, CivicPlus will facilitate Client and CP Pay Merchant communication for
contracting purposes and shall integrate the CP Pay Merchant account processor at no charge to Client. Client agrees to
comply with all terms and conditions of the resulting merchant account agreement and pay all fees required to maintain
the services. If Client desires to use an integrated merchant account processor gateway besides the designated CP
Pay Merchant, an integration fee will be included in Client's implementation fees. Client agrees to comply with all terms
and conditions of the resulting merchant account agreement and pay all fees required to maintain the services. Client
acknowledges that the fees set forth in this SOW do not include any transaction, processing or other fees imposed by
Client's merchant account processor. Client is fully responsible for their relationship with their selected processor. In
no event will CivicPlus: (i) take part in negotiations, (ii) pay any fees incumbent on the Client or merchant account, or
V. PD 06.01.2015-0048
Page 2 of 5
(iii) acquire any liability for the performance of services of any chosen merchant account processor, including CP Pay
Merchant.
8. When Client uses CP Pay, then Client may take online credit card payments for certain services or products they
provide via the Client websites supported by CivicPlus. As such, through CP Pay, CivicPlus facilitates an automated
process for redirecting credit card payments to Client's chosen payment gateways / merchant account processors. For
card payments, CivicPlus will redirect any payments processing to the Client's merchant account processor gateway, and
the merchant account processor gateway presents the payment form page and processes the card payment. CivicPlus
does not transmit, process or store cardholder data and does not present the payment form. CivicPlus implements and
maintains PCI compliant controls for the system components and applications that provide the redirection services only.
Acceptance
We, the undersigned, agreeing to the conditions specified in this document, understand and authorize the provision of
services outlined in this Agreement.
Client CivicPlu
By: � By:
Name:, _ Name:
Title: Title:
1A 0,A &V-I >A- r - V�
Date: ��' Date:
U
e
V. PD 06.01.2015-0048
Page 3 of 5
(iii) acquire any liability for the performance of services of any chosen merchant account processor, including CP Pay
Merchant.
8. When Client uses CP Pay, then Client may take online credit card payments for certain services or products they
provide via the Client websites supported by CivicPlus. As such, through CP Pay, CivicPlus facilitates an automated
process for redirecting credit card payments to Client's chosen payment gateways / merchant account processors. For
card payments, CivicPlus will redirect any payments processing to the Client's merchant account processor gateway, and
the merchant account processor gateway presents the payment form page and processes the card payment. CivicPlus
does not transmit, process or store cardholder data and does not present the payment form. CivicPlus implements and
maintains PCI compliant controls for the system components and applications that provide the redirection services only.
Acceptance
We, the undersigned, agreeing to the conditions specified in this document, understand and authorize the provision of
services outlined in this Agreement.
Client CivicPlus
By: By:
Name: Name:
Title: Title:
Date: Date:
i v rtt �ty , Omey�Aw
.�.�[IN
V. PD 06.01.2015-0048
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oil
Addendum 1 to Exhibit A.1 — Services Provided
Services provided by CivicPlus to the Client under this agreement include the following:
Access: CivicPlus hereby grants a nonexclusive license during the term of the Agreement for the Client to access, use
and display the CivicPlus item(s) listed in the SOW in accordance with the terms of the Agreement. Excluding occasional
maintenance, the Software shall be available 24 hours per day, seven days per week with a guaranteed uptime of 99%.
The Portal is accessible via the public Internet from any device with an Internet connection and browser. .
Documentation: All CivicPlus startup and user's guides are maintained electronically in the system and can be accessed
through the "Help Center" from within CivicPlus. CivicPlus does not provide paper copies of its guides and help files.
Data Backups: CivicPlus currently performs backups daily of all of its data (6:00 AM). In case of emergency, CivicPlus
may restore data to the point of the previous backup.
Enhancements: New features will be added throughout the term of this Agreement. Client will have full access to
all of these new features without additional charge. Client is also encouraged to submit change requests as they see
opportunities for improvement. CivicPlus will attempt to implement any and all changes that improve the value of CivicPlus
to all of our Clients at no charge. Notwithstanding the foregoing, all custom work will be estimated and agreed upon in
writing by the parties hereto prior to work start.
Client Support: CivicPlus shall provide an online utility for problem reports and change requests. Client may also
reach CivicPlus by phone at 1-800-335-1863 between the hours of 7:00 AM and 7:00 PM Central Standard Time,
Monday through Friday and excluding national holidays. E-mail support is also available at support@CivicPlus.com. Non -
emergency after-hours support may be subject to additional fees. Emergencies will be handled as soon as possible.
Enhancement requests will be queued based on priority and implemented on a schedule. CivicPlus shall have sole and
absolute discretion as to whether support requests exceed reasonable use or exceed the scope of services outlined in this
Agreement.
Data: In the event Client no longer wishes to use CivicPlus, CivicPlus will export Client data based on a requested format
(in most cases). If the data exporting request is initiated by Client, additional fees may apply. All work will be estimated
and agreed upon in writing by the parties hereto prior to work start.
V. PD 06.01.2015-0048
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Contact Information
`all documents must be returned: Master Service Agreement, Statement of Work, and Contact Information Sheet.
Organization
URL
Street Address
Address 2
City State
Postal Code
CivicPlus provides telephone support for all trained clients from 7am —7pm Central Time, Monday -Friday (excluding holidays).
Emergency Support is provided on a 24/7/365 basis for representatives named by the Client. Client is responsible for
ensuring CivicPlus has current updates.
Emergency Contact & Mobile Phone
Emergency Contact & Mobile Phone
Emergency Contact & Mobile Phone
Billing Contact
E-Mail
Phone Ext.
Fax
Billing Address
Address 2
City State
Postal Code
Tax ID #
Sales Tax Exempt #
Billing Terms
Account Rep
Info Required on Invoice (PO or Job #)
Contract Contact
Email
Phone Ext.
Fax
Project Contact
Email
Phone Ext.
Fax
V. PD 06.01.2015-0048
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