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CC Civic Plus MSA Agenda MgmtC;» Service & License Agreement Contract Information Contact Information Organization City of San Rafael URL www.cityofsanrafaeJ.org Street Address 1400 Fifth Avenue Address 2 City San Rafael State CA Postal Code 94901 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 Phone Billing Address Address 2 City Tax ID # Billing Terms Annual Info Required on Invoice (PO or Job #) Contract Contact Lindsay Lara Phone 415-485-3066 Project Contact Lindsay Lara Phone 415-485-3066 Ext. ST Ext. Ext . E-Mail Fax Postal Code Sales Tax Exempt # Account Rep Email lindsay.lara@cityofsanrafael.org Fax Email lindsay.lara@cityofsanrafaeJ.org Fax CivicPlus • 302 S . 41n Street, Suite 500 • Manhattan, KS 66502 • www.CivicPlus .com Toll Free 888-228-2233 • Accounting Ext. 291 • Support Ext. 307 • Fax 785-587-8951 c;a Master Services Agreement for San Rafael, CA Master Services Agreement THIS Master Services Agreement ("Agreement") is agreed to by and between Civic Plus, Inc ., d/b/a CivicPlus ("CivicPlus") and San Rafael, California ("Client") Uointly, "Parties") and shall be effective as of the later date of signing indicated at the end of this Agreement ("Effective Date"). RECITALS 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; WHEREAS, Client wishes to engage in a relationship with CivicPlus for such services and/or license for use of proprietary software developed and owned by CivicPlus; 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. The Initial Term of this agreement shall be 1 year from the Effective Date . 2. Either Party may terminate this Agreement or any associated SOW at the end of the Initial Term or any subsequent Renewa l Term by providing the other Party with 60 days' written notice prior to the expiration of the Initial Term. 3. Client may extend this Agreement for additional successive 1-year Renewal Terms by providing CivicPlus with written notice of intent to renew . 4. Notwithstanding the above, in the event this Agreement or any SOW is terminated, any outstanding invoices for Project Development shall become due in full and any outstanding Annual Services shall be prorated from the beginning of the renewal term to the date of termination. Statements of Work 5. CivicPlus agrees to perform services and/or produce deliverables in accordance with the Statement(s) of Work in consideration of the fees described in the same Statement(s) of Work. Multiple and successive Statement(s) of Work may be entered into hereto . Such Statement(s) of Work are incorporated into this Agreement by reference and subject to the terms & conditions contained herein pursuant to Section 22. Invoicing & Payment Terms 6. Invoices shall be sent electronically in the manner described in the relevant Statement of Work . Upon request CivicPlus will mail invoices and the Client will be charged a $5.00 conven ience fee. 7 . Payment shall be 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 a client change in timeline causes CivicPlus to incur additional expenses (i.e . airline change fees), Client agrees to re imburse CivicPlus for those fees . Not to exceed $1,000 per CivicPlus resource per trip . Ownership & Content Responsibility 9. Upon full and complete payment of submitted invoices for any SOW Project Development Fees , Client will own the Customer Content (defined as any 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). 10 . 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. 11 . 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. 12. 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. V . MSA.03.01.16-0000 CivicPlus • 302 S. 4th Street, Suite 500 • Manhattan, KS 66502 • www.CivicPlus .com Toll Free 888-228-2233 • Accounting Ext . 291 • Support Ext. 307 • Fax 785-587-8951 MSA Page 1 of 3 C;» Master Services Agreement for San Rafael, CA Intellectual Property & Ownership 13. 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. 14. Client shall not (i) license, sublicense, sell, resell, 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 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. Liabilities 15. CivicPlus will not be liable for any act, omission of act, negligence or defect in the quality of service of any underlying carrier or other service provider whose facilities or services are used in furnishing any portion of the service received by the Client. 16. 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. 17. 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. 18. 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. 19. Client shall comply with all applicable local, state, and federal laws, treaties, regulations, and conventions in connection with its use of any CivicPlus Property. Force Majeure 20. 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 21. 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 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 22. The following are to be attached to and made part of this Contract: a. Exhibit A -Statement(s) of Work. 23. In the case of any conflict between the terms of this Agreement and any incorporated documents, such conflicts shall be resolved with the incorporated documents taking the following order of precedence: a. This Master Services Agreement; b. Exhibit A -Statement(s) of Work in descending order of execution (for example, the most recent SOW will control over other in the event of a conflict in terms). v. MSA.03.01.16-0000 CivicPlu5 • 302 S. 4'h Street, Suite 500 • Manhattan, KS 66502 • www.CivicPlu5.com Toll Free 888-228-2233· Accounting Ext. 291 • Support Ext. 307· Fax 785-587-8951 MSA Page 2 of 3 c;:a Master Services Agreement for San Rafael, CA Interlocal Purchasing Consent 24. This Agreement and any attached SOWs may be extended to any public entity in the State of California to purchase at SOW prices in accordance with the terms stated herein . Miscellaneous Provisions 25. 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. 26. 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. Acceptance We, the undersigned, agreeing to the conditions specified in this document, understand and consent to the terms & conditions of this Agreement. Client CivicPlus Title: City Manager Date: Date: I leX V J J~ Sign and E-mail the entire contract with exhibits to: Contracts@CivicPlus.com We will e-mail a counter-signed copy of the contract back to you so we can 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: CivicPJus 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 . CivicPlu5 • 302 S. 4th Street, Suite 500 • Manhattan, KS 66502 • www.CivicPlu5.com Toll Free 888-228-2233 • Accounting Ext . 291 • Support Ext. 307 • Fax 785-587-8951 v. MSA.03.01.16-0000 MSA Page 3 of 3 c;a Exhibit A.1 for San Rafael, CA Exhibit A.1 -CivicClerk Statement of Work #1 All Quotes are in US Dollars and Valid for 30 Days from November 13, 2017 Project Development and Deployment • Implementation and configuration of CivicClerk system, including: o Upgrades, hosting, maintenance and support o Up to 5 Boards o Agenda Management o Meeting Minutes o Board and Citizen Portals • Up to 8 hours of Virtual Training for up to 6 Client staff members • First Year Annual Services [ Annual Services (Continuing CivicClerk Enhancements, Maintenance, Support and Hosting) Billed 12 months from SOW siJJping; sub 'ect to annual 5% increase year 3 and beyond $7,988 $5,988 Total Annual Services $5,988 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 #1 (SOW #1) is hereby attached as Exhibit A .1 . 2. This SOW #1 shall remain in effect for an initial term of one year (12 months) from signing. Prior to the expiration of the Initial Term or any subsequent Renewal Term Client may renew this SOW #1 for an additional 1-year Renewal Term by providing written notice to CivicPlus of intent to renew .. 3. The Total Fees Year 1 will be invoiced at signing of this SOW #1. 4. Renewal Term Annual Services shall be invoiced on the date of signature of relevant calendar years. 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 . 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 and responding to Client's requests for support during the hours of 7:00 AM to 7:00PM CT, Monday through Friday and any critical support requests 24 hours per day, 7 days a week. 6. Client shall have sole control and responsibility over the determination of which data and information shall be included in the content that is to be transmitted to CivicPlus. Client 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. 7 . The service(s) are provided on an "as is" basis, and Client's use of the service(s) is at its own risk. CivicPlus does not warrant that the service(s) will be uninterrupted or error-free or unaffected by force majeure events . 8 . The Client will be invoiced electronically through email. Upon request CivicPlus will mail invoices and the Client will be charged a $5.00 convenience fee . V. PO 06.01.2015-0048 CivicPlus • 302 S. 4th Street, Suite 500 • Manhattan, KS 66502 • www.CivicPlus.com Toll Free 888-228-2233 • Accounting Ext. 291 • Support Ext. 307 • Fax 785-587-8951 Exhibit A.1 Page 1 of 3 c;a Exhibit ~.1 for San Rafael, CA Acceptance We, the undersigned, agreeing to the conditions specified in this document, understand and authorize the provision of services outlined in this Agreement. Client CivicPlu5 BY6~~ By: o L--ih e---1- Name : 1T01 brlM1 + Name: Jim Schutz Title: Cit~ Manager Title: D;("(e+c,r-of &Ie.s Date: /,g "f<l Date: I //1C/IIK CivicPlus • 302 S. 4th Street, Suite 500 • Manhattan, KS 66502 • www.CivicPlus.com Toll Free 888-228-2233· Accounting Ext . 291 • Support Ext. 307· Fax 785-587-8951 V . PD 06 .01.2015-0048 Exhibit A .1 Page 2 of 3 c;a Exhibit A.1 for San Rafael, CA Addendum 1 to Exhibit A.1 -Project Development Division of Work Phase 1 -Introduction and Initial Configuration CLIENT RESPONSIBILITY • Complete the implementation questionnaire • Provide Word versions of your agendas and item reports Phase 2 -Initial Review CLIENT RESPONSIBILITY • Be prepared to schedule a call for system review • Provide feedback on any needed changes Phase 3 -Final Configuration and Review CLIENT RESPONSIBILITY • Provide a list of users • Provide any additional feedback and changes Phase 4 -Training CLIENT RESPONSIBILITY • Schedule a presentation for administrator training • Schedule a presentation for end user training Phase 5 (As Needed) -Additional Services CLIENT RESPONSIBILITY • Provide Word versions of your most recent minutes • Provide a list of your Board/Council members • Schedule a 30 minute call for minutes training • Schedule a 30 minute call for BoardView training CIVICPLUS RESPONSIBILITY • Create a production site request and assign a PL request in JIRA • Reach out to Client to explain the Implementation plan • Schedule and conduct a kick-off call with Client, if requested • Once supplied Word versions of the agendas and item reports, configure the templates in the system • Input questionnaire data CIVICPLUS RESPONSIBILITY • Schedule and conduct a first look call with Client. • Provide any template changes needed to CivicPlus. CIVICPLUS RESPONSIBILITY • Enter user list with appropriate security settings • Make necessary changes to templates and configuration CIVICPLUS RESPONSIBILITY • Schedule and conduct administrator and end user trainings CIVICPLUS RESPONSIBILITY • Once supplied Word versions of the minutes, configure the templates in the system • Schedule and conduct minutes training • Schedule and conduct BoardView training Exhibit A .1 Page 3 of 3 CivicPlu5 • 302 S. 4th Street, Suite 500 • Manhattan, KS 66502 • www.CivicPlu5.com Toll Free 888-228-2233 • Accounting Ext . 291 • Support Ext. 307 • Fax 785-587-8951 V . PD 06 .01.2015-0048 January 11, 2018 CivicPlus, INC 302 S. 4th Street Suite 500 Manhatten, KS 66502 Attn: Mr. Kyle Karpowicz Dear Mr. Karpowicz : Enclosed are two copies of the Master Services Agreements and the Statements of Work to be signed by CivicPlus. Please sign the agreements and return one copy to us for our record . We look forward to working with you . Sincerely , Lindsay Lara Deputy City Clerk City of San Rafael CITY OF SAN RAFAEL I 1400 FIFTH AVENUE , SAN RAFAEL, CALIFORNIA 94901 I CITYOFSANRAFAEL.ORG Gary O . Phillips . Mayor· John Gamblin . Vice Mayor· Kate Colin . Councilmember • Maribeth Bushey , Council member • Andrew Cuyugan McCullough , Councilmember CONTRACT ROUTING FORM INSTRUCTIONS: Use this cover sheet to circulate all contracts for review and approval in the order shown below. TO BE COMPLETED BY INITIATING DEPARTMENT PROJECT MANAGER: Contracting Department: City Clerk's office Project Manager: Lindsay Lara Extension: 3066 Contractor Name: CivicPlus Contractor's Contact: Doug Shumway Contac;t~s_ Email: 678.250.5235 D FPPC: Check if Contractor/Consultant must file Form 700 Step RESPONSIBLE DESCRIPTION DEPARTMENT 1 Project Manager a. Email PINS Introductory Notice to Contractor b. Email contract (in Word) & attachments to City Atty c/o Laraine.Gittens@cityofsanrafael.org 2 City Attorney a. Review, revise, and comment on draft agreE;!ment and return to Project Manager b. Confirm insurance requirements, create Job on PINS, send PINS insurance notice to contractor 3 Project Manager Forward three (3) originals of final agreement to contractor for their signature 4 Project Manager When necessary, * contractor-signed agreement agendized for Council approval *PSA> $20,000 ; or Purchase> $35,000; or Public Works Contract> $125,000 Date of Council approval PRINT CONTINUE ROUTING PROCESS WITH HARD COPY 5 Project Manager Forward signed original agreements to City Attorney with printed copy of this routing form 6 City Attorney Review and approve hard copy of signed agreement 7 City Attorney Review and approve insurance in PINS, and bonds (for Public Works Contracts) 8 City Manager / Mayor Agreement executed by Council authorized official 9 City Clerk Attest signatures, retains original agreement and forwards copies to Project Manager COMPLET ED DATE Click here to enter a clate. Click here to enter a date. C~~1Y·rl° e I. I d . C'it.1iI1~ ener a clale. Click here to enter a date. D N/A Or Click here to enter a date. 1/~)J'6 IIS),6 l~0-(Y t ... ~'J't REVIEWER Check/Initial D D ~ ~ ~ 'rJ/k- D D 4- ~~ ,- ~ LZ"' ~/!J.