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DS CP Connect Master Services Agreement 2019CP CivicPlus 302 South 4th St. Suite 500 Manhattan, KS 66502 US Master Services Agreement. City of San Rafael THIS Master Services Agreement ("Agreement") is agreed to by and between CivicPlus, LLC., d/b/a CivicPlus ("CivicPlus") and City of San Rafael;("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; H. 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 full 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 full 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 full. Statements of Work Page 1 of 5 y -3- g2q 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 55.00 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 55.00, 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 Intemet-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 Page 2 of 5 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 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. Page 3 of 5 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. 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. Page 4 of 5 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 terms. Acceptance We, the undersigned, agreeing to the conditions specified in this document, understand and consent to the terms & conditions of this Agreement. Please CivicPlus M Name: LI -A Title: City Manager Title: Date: (� — �� Date: sign and email to Paul Cowan at cowan@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. Page 5 of 5 Contract Information Contact Information Organization City of San Rafael uRl_ www.cityofsanrafael.org Street Address 1400 5th Ave Address 2 Postal city San Rafael State CA 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 Emergency Contact a Mobile Phone Rebecca Woodbury, 415-350-5404 Emergency Contact & Mobile Phone Sean Mooney, 510-847-4322 Emergency Contact & Mobile Phone GUS Bush, 415-578-8371 ^ Billing contact Gus Bush E -Mail gus.bush@cityofsanrafael.org Phone 415-485-3061 Ext Fax Billing Address 1400 5th Ave Address 2 city San Rafael ST CA code 94901 Tax ID # 94-6000424 sales Tax Exempt # Account Billing Terns Annual Rep Paul Cowan Info Required on Invoice (PO or Job #) Contract Contact Rebecca Woodbury Email rebecca.woodbury@cityofsanrafael.org Phone 415-485-3076 Ext. Fax Project Contact Sean Mooney Email sean.mooney@cityofsanrafael.org Phone 415-258-2646 Ext Fax CivicPlus • 302 S. 41h Street, Suite 500 • Manhattan, KS 66502 - www.CivicP[us.com Toll Free 888-228-2233 • Accounting Ext. 291 • Support Ext. 307 - Fax 785-587-8951 Exhibit A.1 for San Rafael, CA Exhibit A.1 - CP Connect Enterprise Statement of Work All Quotes are in US Dollars and Valid for 30 Days from April 4, 2019 Project Development and Deployment Standard Enterprise Implementation is provided in accordance with Addendum 1 and includes the following: • Unlimited amount of Users • CP Connect Inbox • Service Requests Included • Community Issues • Reporting and Analytics • Import of Constituents, requires CSV to be provided by Client • Webforms setup Project Enhancements • 4 Days Virtual Training Included ADFS Setup & Hosting Annual Services (Continuing Enhancements, Maintenance, Support and Hosting) $55,000 Billed April 1 annually; subject to annual 5% increase year 3 and beyond 1. Performance and payment under this CP Connect Statement of Work ("SOW") shall be subject to the terms and conditions of the Master Services Agreement by and between San Rafael, California ("Client") and CivicPlus, to which this SOW is hereby attached as Exhibit A.1. 2. This SOW shall remain in effect for an initial term of one year (12 months) from April 1, 2019. 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 SOW will automatically renew for an additional 1 -year renewal term ("Renewal Term"). 3. Annual Services shall be invoiced on or about April 1 of relevant calendar years beginning on or about April 1,2019. Annual Services will be subject to a 5% annual increase beginning on the third year of service. 4. Client understands that CP Connect does not collect, and discourages Client from collecting, any personally identifiable information ("PII") of the requesting citizens. In the event Client does collect PII, Client, and not CivicPlus, shall be solely responsible for the collection of such PI 1. 5. Client allows CivicPlus to display a "Government Websites by CivicPlus" insignia, and web link at the bottom of their web pages. Client understands that the pricing and any related discount structure provided under this SOW #1 assumes such perpetual permission. 6. 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. 7. Client agrees to use CP Connect service (the "Service") in ways that conform to all applicable laws and regulations. Client agrees not to make any attempt to gain unauthorized access to any of CivicPlus' systems or networks. Client agrees that CivicPlus shall not be responsible or liable for the content of messages created by Client, or by those who access Service, or otherwise delivered by Service on behalf of Client. B. CivicPlus does not own any data, information or material that Client, or its constituents, submit to the Service in the course of using the Service ("Client Data"). 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 Client Data, and CivicPlus shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Client Data. CivicPlus reserves the right to withhold, remove and/or discard Client Data without notice for any breach, including, without limitation, Client's non-payment. Upon termination for cause, Client's right to access or use Client Data immediately ceases, and CivicPlus shall have no obligation to maintain or forward any Client Data. 9. CivicPlus will provide unlimited telephone support Monday -Friday, 7:00 am — 7:00 pm (Central Time) excluding holidays, for authorized callers. Client is responsible for providing CivicPlus with authorized caller contact updates. 10. Support includes providing technical support and technical maintenance of the CP Connect software. Following initial setup, additional setup support may be contracted separately for an additional fee. Exhibit A.1 Page 1 of 3 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- 1 12.15.2018 g ;) Exhibit A.1 for San Rafael, CA 11. During the period of this SOW and subsequent annual renewals, CivicPlus warrants that it will, without additional charge to the Client, take action to correct any problems or defects discovered in the CP Connect software and reported to CivicPlus by the Client, such warranty to include ongoing maintenance upgrades and technical error correction. 12. TO THE MAXIMUM EXTENT PERMITTED BY LAW, CIVICPLUS SHALL NOT BE LIABLE FOR DAMAGES OF ANY KIND (INCLUDING, BUT NOT LIMITED TO, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, LOST PROFITS, OR LOST DATA, REGARDLESS OF THE FORESEEABILITY OF THOSE DAMAGES) ARISING OUT OF OR IN CONNECTION WITH CLIENT'S USE OF CP CONNECT. THIS LIMITATION SHALL APPLY REGARDLESS OF THE LEGAL THEORY OR FORM OF ACTION. 13. Each party represents and warrants that it has the legal power and authority to enter into this Agreement. This Service is provided on an "AS -IS" basis without warranty (express or implied, including merchantability, fitness for a particular purpose and non -infringement of third -party rights). CivicPlus will use commercially reasonable efforts to maintain continuous access but will not be responsible for events beyond CivicPlus' control. 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 4. By: J _ By: Name: Jim Schutz J Name: Jeff Logan Title: City Manager Title: Vice President of Sales c Date: � ` 30 - I � Date: 5/3/2019 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 1 12 15 20118 Exhibit A 1 Page 2 of 3 r�' P Exhibit A.1 for San Rafael, CA Addendum 1 to Exhibit A.1 - Project Development Timeline *This timeline is subject to change. Phase 1— Week 1: Introduction and Initiation Kick-off Meeting System Configuration Web -Form Collection Phase 2 — Weeks 2-3: Analyze Process Consulting Meeting (4 hrs.) Phase 3 — Weeks 3-4: Design and Configure Web Form Development Data Import (If needed) Phase 4 — Weeks 4-5: Optimize Meeting with Implementation Consultant to perform introductions, alignment of expectations, timeline creation, and basic training. Implementation Consultant will perform initial configuration of your system. Client will provide the Implementation Consultant with any forms, or copies of, Client currently uses to collect information from Client's constituents. Implementation Consultant will meet with Client to map the current communication channels, uncover use cases, and identify stakeholders. Implementation Consultant will develop any identified forms Client may be using to collect information from constituents. Import of constituent information, if available. Implementation Consultant will cover their findings and recommendations from the Process Consulting Meeting. This System optimization information will be used to optimize Client's system for organization and prepare for training. Phase 5 - Weeks 5-9: Educate Implementation Consultant will train Client's team members Admin Training (3 hrs.) identified as System Administrators. This training is typically broken into two sessions. Limited to five users. Implementation Consultant will train Client's team members End User Training (1 hr./each) identified as End -Users. CivicPlus will provide multiple sessions if necessary. Sessions are limited to eight users. Client's team will be responsible for testing a set of use cases User Acceptance Testing determined by the Implementation Consultant. Implementation Consultant will meet with Client to cover any Testing Review issues found during testing. Once those have been resolved, if anything is uncovered, Client will be ready to launch the system. Phase 5 - Week 10: Launch System Launch Implementation Consultant will guide Client through setting up accessible resources for constituents in order to maximize the effectiveness of the system. Account Manager Hand-off Implementation Consultant will introduce Client to the Account Manager and inform Client on how to access Support resources. Exhibit A 1 Page 3 of 3 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 1 12.15 2018 RAFq�` 4 i z 10 yo ,rY WITH P0� 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: Digital Service and Open Government, Project Manager: Gus Bush Extension: 485-3061 Contractor Name: Civic Plus Contractor's Contact: Paul Cowan Contact's Email: cowan@civicplus.com ❑ FPPC: Check if Contractor/Consultant must file Form 700 Step RESPONSIBLE DESCRIPTION COMPLETED REVIEWER DEPARTMENT DATE Check/Initial 1 Project Manager a. Email PINS Introductory Notice to Contractor 4/16/2019 b. Email contract (in Word) & attachments to City 4/18/2019 Atty c/o Laraine.Gittens@cityofsanrafael.org 2 City Attorney a. Review, revise, and comment on draft agreement 4/25/2019 ® LG and return to Project Manager 4/25/2019 ® LG b. Confirm insurance requirements, create Job on (N/A) Project Manager PINS, send PINS insurance notice to contractor 3 Forward three (3) originals of final agreement to Click here to ❑ contractor for their signature enter a date. 4 Project Manager When necessary, * contractor -signed agreement ® N/A agendized for Council approval *PSA > $20,000; or Purchase > $35,000; or Or Public Works Contract > $125,000 Click here to Date of Council approval enter a date. 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 A 0 /7. `�/ (for Public Works Contracts) 8 City Manager/ Mayor Agreement executed by Council authorized official 9 City Clerk Attest signatures, retains original agreement and 30 ` forwards copies to Project Manager