Res No 023-24-16128RESOLUTION NO. 023-24-16128
A RESOLUTION OF THE MAYOR AND CITY
COMMISSION OF THE CITY OF SOUTH MIAMI,
FLORIDA, APPROVING THE RENEWAL OF SERVICES
WITH CIVICPLUS, LLC FOR WEBSITE SERVICES FOR A
1-YEAR PERIOD IN AN AMOUNT NOT TO EXCEED
$11,911.89; PROVIDING FOR IMPLEMENTATION;
CORRECTIONS; AND AN EFFECTIVE DATE.
WHEREAS, the City of South Miami (the "City") utilizes CivicPlus to host, operate, and
maintain the City website (the ''Services"); and
WHEREAS, pursuant to the City Manager's purchasing authority, the City entered into
an agreement with CivicPlus LLC (the "Vendor") for the Services and has found that the website
has yielded great results for residents, businesses and the general public to access the information
needed;and
WHEREAS, Section 5 of Article III of the City Charter provides that all purchases in
excess of$5,000 shall be approved by the City Commission after competitive conditions have been
maintained and competitive bids sought from at least three different sources of supply, if available,
with such detennination to be made by the City Commission; and
WHEREAS, multiple bids from different sources for website hosting are not available to
continue the current hosting environment for the City's current website, which is providing a
quality experience for residents; and
WHEREAS, due to the nature of the Se1vices, and the experience with the Vendor, the
City Manager finds it in the best interest of the City to waive purchasing requirements calling for
bids from different companies providing Services; and
WHEREAS, the Vendor has provided the City with a quote attached hereto as Exhibit "A"
(the "Quote") for the renewal of the Services for a one-year tenn, in an amount not to exceed
$11,911.89; and
WHEREAS, the cost of the Seivices shall be funded and charged to Account No. 00 l-
1340-513-4634, or other funding source as determined by the City Manager to be in the best
interest of the City; and
WHEREAS, the City Commission finds that this Resolution is in the best interest and
welfare of the city.
NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND CITY
COMMISSION OF THE CITY OF SOUTH MIAMI, FLORIDA, AS FOLLOWS:
Section 1. Recitals. The above-stated recitals are true and correct and are incorporated
herein by this reference.
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Res. No. 023-24-16128
Section 2. Approval and Authorization. The C ity Commission hereby approves and
authorizes the renewal of the Services with the Vendor pursuant to the Quote attached hereto as
Exhibit "A," in an amount not to exceed $11 ,9 11.80, and authorizes the City Manager to execute
the Quote or any other agreement required by the Vendor, subject to the approval of the City
Attorney as to form, content, and legal sufficiency. The cost of the Services shall be funded and
charged to Account No. 00 l-1340-513-4634, or other funding source as determined by the City
Manager to be in the best interest ofthc C ity.
Section 3. Implementation. The City Manager is he reby authorized to take all actions
necessary to imple ment this Resolution.
Section 4. Corrections. Confonning language or t echnical scrivener-type corrections
may b e made by the City Attorney for any confo1111ing amendments to be incorporated into the
final resolution for signature.
Section 5.
adoption.
Effective Date. Thi s R esolution shall become effective imme di a tely upon
PASSED AND ADOPTED this 5th day of March , 2024.
ATTEST:
READ AND APPROVED AS TO FORM,
LANGUAGE, LEGALITY AND
EXECUTION EREOF
ISS SEROT A HELFMAN COLE
& BIERMAN, P.L.
C ITY ATTORNEY
APPROVED:
COMMISSION VOTE:
Mayor Fernandez:
Vice Mayor Bonich:
Commissioner Calle:
Commissioner Liebman:
Commissioner Corey:
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4-0
Yea
Absent
Yea
Yea
Yea
Agenda Item No:1.
City Commission Agenda Item Report
Meeting Date: March 5, 2024
Submitted by: Samantha Fraga-Lopez
Submitting Department: City Manager
Item Type: Resolution
Agenda Section:
Subject:
A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF SOUTH MIAMI, FLORIDA,
APPROVING THE RENEWAL OF SERVICES WITH CIVICPLUS, LLC FOR WEBSITE SERVICES FOR A
1-YEAR PERIOD IN AN AMOUNT NOT TO EXCEED $11,911.89; PROVIDING FOR IMPLEMENTATION;
CORRECTIONS; AND AN EFFECTIVE DATE. 3/5 (CITY MANAGER)
Suggested Action:
Attachments:
CivicPlus_Website_Memo__2_.docx
48A715002-Resolution_Approving_Renewal_of_Civic_Plus_Website_Services_v3.docx
Exhibit A - South Miami - CivicEngage - Renewal SOW - 02082024.pdf
CivicPlus Master Services Agreement March 2023.pdf
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CITY OF SOUTH MIAMI
OFFICE OF THE CITY MANAGER
INTER-OFFICE MEMORANDUM
TO:The Honorable Mayor, Vice Mayor, and Members of the City Commission
FROM:Genaro “Chip” Iglesias,City Manager
DATE:March 5, 2024
SUBJECT:CivicPlus Website Provider Renewal
RECOMMENDATION:
Approve the proposal and project work/purchase order with CivicPlus to provide hosting, design,
support, and maintenance for the City website.
BACKGROUND:
CivicPlus is the site that hosts and operates the City’s website for residents, businesses, and the
public.The fee is a renewal fee for the operation of the website.
CivicPlus is a trusted technology company dedicated to empowering government staff and
powering exceptional digital experiences for residents. CivicPlus has over 25 years of experience
and allows the City to leverage the knowledge of more than 850 CivicPlus team members. Their
services include domain hosting, customer support, user licenses, site maintenance,and redesign
support.The City is currently working on a complete website redesign.
FUNDING:
Amount not to exceed $11,911.89. The expenditure shall be charged to the contractual services
line item for the Information Technology Division,001-1340-513-4634, subscriptions.
ATTACHMENTS:
Proposed Resolution
CivicPlus Renewal Agreement
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CivicPlus
302 South 4th St. Suite 500
Manhattan, KS 66502 us
QTY Product Name
1.00 Annual Fee Renewal (Hosting &
Support)
1.00 SSL Certificate Annual Fee
1.00 Additional Users for CRT
1.00 Pay Annual Fee Renewal -
Authorize.Net
1.00 48 Month Redesign Ultimate Annual -
CivicEngage Central
Annual Recurring Services -Initial Term
Quote#:
Date:
Customer:
DESCRIPTION
Annual Fee Renewal for Hosting and
Support.
SSL Certificate Annual Fee
CRT User Licenses (5-10 Users)
Q-51632-1
2/8/2024 8 :59 AM
SOUTH MIAMI, FLORIDA
TOTAL
USD 8,511.57
USD 237.39
USD 949.55
Pay Annual maintenance and support fee USD 2,213.38
48 Month Redesign Ultimate Annual -USD 0.00
CivicEngage Central
I USD 11,911.89
Annual Recurring Services -(Subject to Uplift) I USD 11,911.89
1.This renewal Statement of Work ("SOW") is between City of South Miami ("Customer") and CivicPlus, LLC and shall be subject to
the terms and conditions of the Master Services Agreement ("MSA") and the applicable Solutions and Products terms found at:
www.civicplus.help/hc/p/legal-stuff (collectively, the 'Terms and Conditions"). By signing this SOW, Customer expressly agrees to the
Terms and Conditions throughout the Term of this SOW. The Terms and Conditions form the entire agreement between Customer
and CivicPlus (collectively, referred to as the "Agreement"). The Parties agree the Agreement shall supersede and replace all prior
agreements between the Parties with respect to the services provided by CivicPlus herein (the "Services").
2.This SOW shall remain in effect for an initial term starting at the Customer's next renewal date of 2/1/2024 and running for twelve
months ("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 Agreement can be renewed for subsequent 1 year renewal terms upon mutual agreement of the
Parties prior to the renewal date.("Renewal Term"). The Initial Term and all Renewal Terms are collectively referred to as the "Term".
3.Unless terminated, Customer shall be invoiced for the Annual Recurring Services on each Renewal Date of each calendar year
subject to an annual increase of 5% each Renewal Term.
V. PD 06.01 .2015-0048
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Acceptance
By signing below, the parties are agreeing to be bound by the covenants and obligations specified in this SOW. For
CivicPlus Billing Information, please visit https ://www.civicplus.com/verify/.
IN WITNESS WHEREOF, the parties have caused this SOW to be executed by their duly authorized representatives as of
the dates below.
Client
By:
Name:
Title :
Date:
CivicPlus
By:
Name:
Amy Vikander
Title:
Senior Vice President of Customer Success
Date:
V . PD 06.01 .2015-0048
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civicplus.com | 302 South 4th Street, Suite 500 | Manhattan, KS 66502 | 888-228-2233
CivicPlus Master Services Agreement
This Master Services Agreement (this “Agreement”) governs all Statements of Work (“SOW”) entered into by and
between CivicPlus, LLC (“CivicPlus”) and the customer entity identified on the SOW (“Customer”). This Agreement
governs the use and provision of any Services purchased by Customer, as described in any signed SOW, and the effective
date of this Agreement shall commence on the date of signature of the SOW (“Effective Date”). If a SOW has not been
executed, then the Effective Date shall be determined as the start date of implementation of any software solution by
CivicPlus for Customer. CivicPlus and Customer referred to herein individually as “Party” and jointly as “Parties”.
Recitals
I. WHEREAS, CivicPlus is engaged in the business of developing and providing access to proprietary community
engagement and government content, workflow, and general manag ement software solutions, platforms and associated
services (the “Services”); and
II. WHEREAS, Customer wishes to engage CivicPlus for the procurement of the Services and/or receive a license
subscription for the ongoing use of the Services, as set forth in the SOW;
NOW, THEREFORE, Customer and CivicPlus agree as follows:
Agreement
Term & Termination
1. This Agreement shall commence on the Effective Date and shall remain in full force and effect for as long as any
SOW is in effect between CivicPlus and Customer, or Services are being provided by CivicPlus to Customer, unless
terminated in accordance with this §1 or as otherwise provided in this Agreement (the “Term”). Either Party may terminate
this Agreement or any SOW as set forth in such SOW, or at its discretion, effective immediately upon written notice to
the other Party, if the other Party materially breaches any provision of this Agreement and does not substantially cure the
breach within thirty (30) days after receiving notice of such breach. A delinquent Customer account remaining past due
for longer than 90 days is a material breach by Customer and is grounds for CivicPlus termination. CivicPlus reserves the
right to withhold, remove and/or discard Customer Data without notice for any breach, including, without limitation,
Customer’s non-payment. Upon termination for Customer’s breach, Customer’s right to access or use Customer Data
immediately ceases, and CivicPlus shall have no obligation to maintain or forward any Customer Data.
2. Upon termination of this Agreement or any SOW for any reason, (a) the licenses granted for such relevant SOW by
§11 below will terminate and Customer shall cease all use of the CivicPlus Property and Services associated with the
terminated SOW and (b) any amounts owed to CivicPlus for work performed prior to termination shall immediately
become due in full and payable. If Customer has paid in advance for the Services, and thi s 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 a ny 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.
Invoicing & Payment Terms
4. Customer will pay the amounts owed to CivicPlus for the development and implementation of the Customer’s
Services, as defined in the SOW (“Project Development”), subscription and licensing, and annual hosting, support and
maintenance services (“Annual Recurring Services”) in accordance with the payment schedule set forth on the applicable
SOW. Invoices shall be sent electronically to the individual/entity designated in the SOW’s contact sheet that is required
to be filled out and submitted by Customer (the “Contact Sheet”). Customer shall provide accurate, current and complete
information of Customer’s legal business name, address, email address, and phone number in the Contact Sheet upon
submission of a signed SOW. Customer will maintain and promptly update the Contact Sheet information if it should
change. Upon Customer’s request, CivicPlus will mail hard -copy invoices for a $5.00 convenience fee to be added to the
mailed invoice.
5. Each SOW will state the amount of days from date of invoice payment is due. Unless otherwise limited by law, a
finance charge of 1.5 percent (%) per month or the maximum rate permitted by applicable law, whichever is less, will be
added to past due accounts from due date until paid. Payments received will be applied first to finance charges, then to the
oldest outstanding invoice(s). If the Customer's account exceeds 60 days past due, support will be discontinued until the
Customer's account is made current. If the Customer's account exceeds 90 days past due, CivicPlus may suspend in progress
Project Development and Annual Recurring Services will be discontinued, and the Customer will no longer have access
to the Services until the Customer's account is made current. Customer will be given 15 days’ notice prior to discontinuation
of Services for non-payment.
6. During the performance of Project Development, if Customer requests a change that requires repeated efforts to
previously approved work product and such change causes CivicPlus to incur additional expenses (i.e. airline change fees,
resource hours, consultant fees, Customer does not show up for scheduled meetings or trainings), Customer agrees to
reimburse CivicPlus for such additional expenses. CivicPlus shall notify Customer prior to incurring such expenses and
shall only incur those expenses which are approved by Customer.
Ownership & Content Responsibility
7. Upon full and complete payment of amounts owed for Project Development under the applicable SOW, Customer
will own any website graphic designs, Services content, module content, importable/exportable data, and archived
information (“Customer Content”) created by CivicPlus on behalf of Customer pursuant to this Agreement. “Customer
Content” also includes, without limitation, any elements of text, graphics, images, photos, audio, video, designs, artworks,
logos, trademarks, services marks, and other materials or content which Customer provides to CivicPlus for processing,
transmission, storage, or inputs into any website, software or module in connection with any Services. Customer Content
excludes any content in the public domain and any content owned or licensed by CivicPlus, whether in connection with
providing Services or otherwise.
8. Upon completion of the Project Development, Customer will take over the management and control of the Services
and Customer will assume full responsibility for Customer Content maintenance and administration. Customer, not
CivicPlus, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and
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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 an d 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 t o 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 grap hics
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 frau d.
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 Service s (all reports, comments and suggestions
provided by Customer hereunder constitute, collectively, the “Feedback”). Customer hereby grants to CivicPlus a
worldwide, non-exclusive, irrevocable, perpetual, royalty-free right and license to incorporate the Feedback in the
CivicPlus products and services.
Indemnification
15. CivicPlus will defend at its expense or settle any third -party claim against Customer alleging that the Services
provided under this Agreement infringe intellectual property rights. CivicPlus will pay infringement claim defense costs,
CivicPlus–negotiated settlement amounts, and damages finally awarded by a court. CivicPlus has no obligation for any
claim of infringement arising from Customer's use of the Services for purposes not contemplated by this Agreement.
CivicPlus’s indemnification obligations under this Section 15 are conditioned upon the Customer (i) promptly notifying
the CivicPlus of any claim in writing; (ii) cooperating with CivicPlus in the defense of the claim; and (iii) granting
CivicPlus sole control of the defense or settlement of the claim . The indemnification obligations of CivicPlus herein shall
not apply to any claims of intellectual property infringement related to Client Content.
Responsibilities of the Parties
16. CivicPlus will not be liable for any act, omission of act, negligence or defect in the quality of service of any
underlying carrier, licensor or other third-party service provider whose facilities or services are used in furnishing any
portion of the Service received by the Customer.
17. CivicPlus will not be liable for any failure of performance that is caused by or the result of any act or omission by
Customer or any entity employed/contracted on the Customer’s behalf. During Project Development, Customer will be
responsive and cooperative with CivicPlus to ensure the Project Development is completed in a timely manner.
•
18. Customer agrees that it is solely responsible for the end-user’s personal data that Customer decides to solicit, collect,
store, or otherwise use in connection with any Service provided by CivicPlus. Customer understands and agrees that
CivicPlus provides certain solutions with increased security measures for the solicitation and storage of any sensitive data,
and it is Customer’s responsibility to determine whether the data it solicits and collects should be stored in such solutions.
Customer understands and agrees that CivicPlus does not have knowledge or control over what type of data Customer
solicits therefore CivicPlus has no responsibility for the use or storage of end-users’ personal data in connection with the
Services or the consequences of the solicitation, collection, storage, or other use by Customer or by any third party of any
personal data. Customer has the sole control and responsibility over the determination of which data and information shall
be included in the content that is to be transmitted and stored by CivicPlus. Customer shall not provide to CivicPlus or
allow to be provided to CivicPlus any content that (a) infringes or violates any 3rd party’s intellectual property rights,
rights of publicity or rights of privacy, (b) contains any defamatory material, or (c) violates any federal, state, local, or
foreign laws, regulations, or statutes.
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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 a nd CivicPlus
Property and shall promptly notify CivicPlus of any unauthorized access or use of the Services and/or CivicPlus Property
and any loss or theft or unauthorized use of any n User's password or username and/or personal information ; and (f) use
the Services only in accordance with applicable laws and regulations.
20. The Parties shall comply with all applicable local, state, and federal laws, treaties, regulations, and conventions in
connection with its use and provision of any of the Services or CivicPlus Property.
21. CivicPlus shall not be responsible for any act or omission of any third -party vendor or service provider that Customer
has selected to integrate any of its Services with.
22. Customer understands that CivicPlus must fastidiously allocate resources across all of its customers and specifically
reserves necessary resources for Customer’s Project Development. If any professional services, such as consulting or
training, purchased by Customer are not used during the Project Development phase solely due to the inaction or
unresponsiveness of Customer, then these services shall expire 30 days after completion of Project Development. The
Customer may re-schedule any unused professional services during this 30-day period as mutually agreed upon by the
Parties. Any professional services that have not been used or rescheduled shall be marked as complete and closed upon
the expiration of the 30-day period.
Data Security
23. CivicPlus shall, at all times, comply with the terms and conditions of its Privacy Policy. CivicPlus will maintain
commercially reasonable administrative, physical, and technical safeguards designed to protect the security and
confidentiality of Customer Data. CivicPlus will not modify Customer Data or disclose Customer Data, except (a) in order
to provide the Services; (b) to prevent or address service or technical problems in connection with support matters; (c) as
specifically directed or expressly permitted in writing by Customer, (d) in compliance with our Privacy Policy; or (f) if
compelled by law. Notwithstanding the foregoing, CivicPlus reserves the right to delete, suspend, or block known
malicious accounts without Customer authorization. Customer understands that CivicPlus has no obligation to provide the
Services or maintain the Customer Data, information or other material if Customer’s accounts are past du e and unpaid as
set forth in this Agreement.
24. Customer acknowledges and agrees that CivicPlus utilizes third-party service providers to host and provide the
Services and store Customer Data and the protection of such data will be in accordance with such third party’s safeguards
for the protection and the security and confidentiality of Customer’s Data. Notwithstanding anything to the contrary,
CivicPlus shall have the right to collect and analyze data and other information relating to the provision, use and
performance of various aspects of the Services and related systems and technologies (including, without limitation,
information concerning Customer Data and data derived therefrom), and CivicPlus will be free (during and after the term
hereof) to use such information and data to improve and enhance the Services and for other development, diagnostic and
corrective purposes in connection with the Services and other CivicPlus offerings.
25. CivicPlus may offer Customer the ability to use third-party applications in combination with the Services. Any such
third-party application will be subject to acceptance by Customer. In connection with any such third-party application
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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.
CivicPlus Support
27. CivicPlus will use commercially reasonable efforts to perform the Services in a manner consistent with applicable
industry standards, including maintaining Services availability 24 hours a day, 7 days a week with 99.9% uptime. Customer
will have 24/7 access to the online CivicPlus Help Center (civicplus.help) to review use articles, software best practices,
receive maintenance release notes, as well as submit and monitor omni-channel support tickets and access solution specific
support contact methods (https://www.civicplus.help/hc/en-us/requests/new).
28. CivicPlus provides live support engineers based in the domestic United States to respond to basic questions
concerning use and configuration, to diagnose software code-related errors, and proactively identify potential systems
issues. CivicPlus support engineers serve a preliminary function in the agile development process and escalate defects to
software developers or architects for remediation. For security purposes, CivicPlus support engineers are not permitted to
modify user accounts, and permissions nor distribute access outside of accounts established by means of a support
interaction for testing. Customer delegated Users may receive tutorials and guidance on account modifications but will
perform the action themselves.
29. CivicPlus support hours span between the hours of 7 am to 7 pm CST, but may vary by product. Customer may
access the CivicPlus Help Center (civicplus.help) to obtain each product’s support hours. After hours support is available
by toll- free phone call only. Non-emergency support requested outside of support hours will be subject to additional fees,
such fees will be quoted to Customer at the time of the request and will be subject to Customer acceptance and invoiced
the next business day following the non-emergency support. CivicPlus shall have the sole discretion to determine in good
faith whether support requests qualify as an emergency, exceed reasonable use or are outside the scope of services outlined
in any SOW.
30. If a reported problem cannot be solved during the first support interaction, Customer will be provided a ticket number
that will be used as communication method throughout ticket escalation until a solution is provided. Support service does
not include support for errors caused by third party products or applications for which CivicPlus is not responsible.
Marketing
31. Customer hereby authorizes CivicPlus to include CivicPlus’s name and logo inconspicuously within the Client’s
instance of the Services. Customer may publicly refer to itself as a customer of the CivicPlus Services, including on
Customer's website and in sales presentations. Notwithstanding the foregoing, each Party hereby grants the other a limited,
worldwide, license to use the other’s logo in conformance with such Party’s trademark usage guidelines and solely for the
purposes of providing the Services. In no event will either Party issue a press release publicly announcing this relationship
without the approval of the other Party, such approval not to be unreasonably withheld.
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civicplus.com | 302 South 4th Street, Suite 500 | Manhattan, KS 66502 | 888-228-2233
Limitation of Liability
32. CivicPlus’ liability arising out of or related to this Agreement, or any associated SOW, will not exceed the amounts
paid by Customer for the Annual Recurring Services in the year prior to such claim of liability.
33. In no event will CivicPlus be liable to Customer for any consequential, indirect, special, incidental, or punitive
damages arising out of or related to this Agreement.
34. The liabilities limited by Section 32 and 33 apply: (a) to liability for negligence; (b) regardless of the form of action,
whether in contract, tort, strict product liability, or otherwise; (c) even if Customer is advised in advance of the possibility
of the damages in question and even if such damages were foreseeable; and (d) even if Customer’s remedies fail of their
essential purposes. If applicable law limits the application of the provisions of this Limitation of Liability section,
CivicPlus’ liability will be limited to the maximum extent permissible.
Warranties and Disclaimer
35. Each person signing the SOW, or otherwise agreeing to the terms of this Agreement, represents and warrants that he
or she is duly authorized and has legal capacity to execute and bind the respective Party to the terms and conditions of the
SOW and this Agreement. Each Party represents and warrants to the other that the execution and delivery of the SOW and
the performance of such Party’s obligations thereunder have been duly authorized and that this Agreement is a valid and
legal agreement binding on such Party and enforceable in accordance with its terms. Customer represents and warrants
that Customer has not provided any false information to gain access to the Service and that Customer’s billing information
provided on the Contact Sheet is correct; and it has all necessary rights in the Customer Content to permit Customer’s use
of the Service and to grant the licenses contained in this Agreement without infringing the intellectual property or other
rights of any third parties, violating any applicable laws, or violating the terms of any license or agreement to which it is
bound.
36. CivicPlus warrants that the Services will perform substantially in accordance with documentation and marketing
proposals, and free of any material defect. CivicPlus warrants to the Customer that, upon notice given to CivicPlus of any
defect in design or fault or improper workmanship, CivicPlus will remedy any such defect. CivicPlus makes no warranty
regarding, and will have no responsibility for, any claim arising out of: (i) a modification of the Services made by anyone
other than CivicPlus, even in a situation where CivicPlus approves of such modification in writing; or (ii) use of the
Services in combination with a third-party service, web hosting service, or server not authorized by CivicPlus.
37. The Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency
maintenance, either by CivicPlus or by third-party providers, or because of other causes beyond CivicPlus's reasonable
control, but CivicPlus shall use reasonable efforts to provide advance notice in writing or by e -mail of any scheduled
service disruption. HOWEVER, SERVICE PROVIDER DOES NOT WARRANT THAT THE SERVICES WILL BE
UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT
MAY BE OBTAINED FROM USE OF THE SERVICES.EXCEPT FOR THE EXPRESS WARRANTIES IN THIS
AGREEMENT, THE SERVICES ARE PROVIDED “AS IS AND CIVICPLUS HEREBY DISCLAIMS ALL
WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING ANY IMPLIED
WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR ARISING FROM A
PRIOR COURSE OF DEALING.
38. EACH PROVISION OF THIS AGREEMENT THAT PROVIDES FOR A LIMITATION OF LIABILITY,
DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS TO ALLOCATE THE RISKS OF THIS
AGREEMENT BETWEEN THE PARTIES. THIS ALLOCATION IS REFLECTED IN THE PRICING OFFERED BY
CIVICPLUS TO CUSTOMER AND IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN
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civicplus.com | 302 South 4th Street, Suite 500 | Manhattan, KS 66502 | 888-228-2233
THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER
PROVISIONS OF THIS AGREEMENT.
Force Majeure
39. No party shall have any liability to the other hereunder by reason of any delay or failure to perform any obligation
or covenant if the delay or failure to perform is occasioned by force majeure, meaning any act of God, storm, pandemic,
fire, casualty, unanticipated work stoppage, strike, lockout, labor dispute, civil disturbance, riot, war, national emergency,
act of public enemy, internet service provider failure or delay, third party application failure, denial of service attack, or
other cause of similar or dissimilar nature beyond its control.
Taxes
40. The amounts owed for the Services exclude, and Customer will be responsible for, all sales, use, excise, withholding
and any other similar taxes, duties and charges of any kind imposed by any federal, state or local governmental entity in
connection with the Services (excluding taxes based solely on CivicPlus’s income). If the Customer is tax-exempt, the
Customer must provide CivicPlus proof of their tax-exempt status, within fifteen (15) days of contract signing, and the
fees owed by Customer under this Agreement will not be taxed. If such exemption certificate is challenged or held invalid
by a taxing authority then Customer agrees to pay for all resulting fines, penalties and expenses.
Other Documents
41. This Agreement, including all exhibits, amendments, and addenda hereto and all SOWs, constitutes the entire
agreement between the Parties and supersedes all prior and contemporaneous agreements, proposals or representations,
written or oral, concerning its subject matter. No modification, amendment, or waiver of any provision of this Agreement
or any SOW will be effective unless in writing and signed by each Party. However, to the extent of any conflict or
inconsistency between the provision in the body of this Agreement and any exhibit, amendment, or addenda hereto or any
SOW, the terms of such exhibit, amendment, addenda or SOW will prevail. Notwithstanding any language to the contrary
therein, no terms or conditions stated in a Customer purchase order or other order documentation (excluding SOWs) will
be incorporated into or form any part of this Agreement, all such terms or conditions will be null and void, unless such
term is to refer and agree to this Agreement.
Interlocal Purchasing Consent/ Cooperative Purchasing
42. With the prior approval of CivicPlus, which may be withheld for any or no reason within CivicPlus’s sole discretion,
this Agreement and any SOW may be extended to any public entity in Customer’s home -state to purchase at the SOW
prices and specifications in accordance with the terms stated herein.
43. To the extent permitted by law, the terms of this Agreement and set forth in one or more SOW(s) may be extended
for use by other local government entities upon execution of a separate agreement, SOW, or other duly signed writing by
and between CivicPlus and such entity, setting forth all of the terms and conditions for such use, including applicable fees
and billing terms.
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civicplus.com | 302 South 4th Street, Suite 500 | Manhattan, KS 66502 | 888-228-2233
Miscellaneous Provisions
44. The invalidity or unenforceability, in whole or in part, of any provision of this Agreement shall not void, affect the
validity or enforceability of any other provision of this Agreement.
45. The Parties negotiated this Agreement with the opportunity to receive the aid of counsel and, accordingly, intend
this Agreement to be construed fairly, according to its terms, in plain English, without constructive presumptions against
the drafting Party. The headings of Sections of this Agreement are for convenience and are not to be used in interpreting
this Agreement. As used in this Agreement, the word “including” means “including but not limited to.”
46. The Parties will use reasonable, good faith efforts to resolve any dispute between them in good faith prior to initiating
legal action.
47. This Agreement and any SOW, to the extent signed and delivered by means of a facsimile machine or electronic mail,
shall be treated in all manner and respects as an original agreement or instrument and shall be considered to have the same
binding legal effect as if it were the original signed version thereof delivered in person. The Parties agree that an electro nic
signature is the legal equivalent of its manual signature on this Agreement and any SOW. The Parties agree that no
certification authority or other third party verification is necessary to validate its electronic signature and that the lack of
such certification of third party verification will not in any way affect the enforceability of the Parties’ electronic signature
or any resulting agreement between CivicPlus and Customer.
48. Due to the rapidly changing nature of software as a service and digital communications, CivicPlus may unilaterally
update this Agreement from time to time. In the event CivicPlus believes such change is a material alteration of the terms
herein, CivicPlus will provide Customer with written notice describing such change via email or through its website.
Customer’s continued use of the Services following such updates constitutes Customer’s acceptance of the same. In the
event Customer rejects the update to the terms herein, Customer must notify CivicPlus of its objection within ten (10) days
receipt of notice of such update.
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