Loading...
HomeMy WebLinkAboutSubscription to AudioEye CivicPlus ff 6)5 Sheridan Street Port Townsend, WA 98368 Jettison www.JeffersonCountyPublicHealth.org Consent Agenda Public Healt JEFFERSON COUNTY BOARD OF COUNTY COMMISSIONERS AGENDA REQUEST TO: Board of County Commissioners Mark McCauley, County Administrator FROM: Liz Anderson, Lead Web & Digital Communication Specialist Veronica Shaw, Deputy Director DATE: SUBJECT: Agenda item — Contract for subscription to AudioEye Managed application; for one year upon signing, with yearly renewal; $676.94 STATEMENT OF ISSUE: Jefferson County Public Health (JCPH) requests Board approval of a contract with CivicPlus to acquire a subscription to AudioEye, an application which reviews ADA law, and monitors JCPH's website (and/or the platform hosting the website) in regards to equal accessibility, as well as providing support and training resources. Annual subscription; Year 1: $676.94; Year 2 forward: $5,000.00. ANALYSIS/STRATEGIC GOALS/PRO'S and CON'S: Jefferson County has an existing contract with CivicPlus for building and maintenance of the JCPH website. CivicPlus product AudioEye monitors current law regarding digital accessibility, and takes steps necessary to improve and maintain equal access to JCPH's website. The parties to the contract intend to maintain technical support on an annual renewal. FISCAL IMPACT/COST BENEFIT ANALYSIS: Funding will be provided by Foundational Public Health Service Dollars. Agreement proposes an annual subscription with first year service at $676.94; annual recurring service of $5,000 to begin at year 2. RECOMMENDATION: JCPH management requests approval of the CivicPlus AudioEye Agreement: one year upon signing, with planned annual renewal; $676.94 REVIEWE BY: 4 z/I /Zifl,(fe 7 Mark McCauley, unty Administrator Date r/17--- Community Health Environmental Public Health Developmental Disabilities 360-385-9444 360-385-9400 (f)360-379-4487 360-385-9401 (f) Always working for a safer and healthier community AD-22-038 cpQuote #: Q-26887-1 CivicPlus Date: 6/30/2022 3:36 PM 302 South 4th St.Suite 500 Expires On: 9/28/2022 Manhattan, KS 66502 Product: CivicEngage US Client: Bill To: Jefferson County WA-CivicEngage Jefferson County WA-CivicEngage SALESPERSON Phone EMAIL DELIVERY METHOD PAYMENT METHOD Jeff Mbamala x jeff.mbamala@civicplus.com Net 30 CivicEngage - Statement of Work QTY Product Name DESCRIPTION PRODUCT TYPE 1.00 AudioEye Managed AudioEye Managed: (https://www.co.jefferson.wa.us/202/ Renewable Public-Health) List-Priee---Year-I—Total USD 6,769.41 Total Investment-Year 1 USD 676.94 Annual Recurring Services (Subject to Uplift) USD 5,000.00 Total Days of Quote:50 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 Page 1 of 4 AD-22-038 1. This Statement of Work ("SOW")shall be subject to the terms and conditions of the Jefferson County WA- CivicEngage Statement of Work signed by and between the Parties ("the Agreement"). By signing this SOW, Client expressly agrees to the terms and conditions of the Agreement, as though set forth herein. 2. Client will be invoiced for the Total Investment-Year 1 (the sum of one-time costs and a prorated portion of the Annual Recurring Services) upon signing and submission of this SOW. The Annual Recurring Services subscription fee for the Products (as described above) included in this SOW are prorated and co-termed to align with the Client's current billing schedule and the Annual Recurring Services amount will subsequently be added to Client's Term and regularly scheduled annual invoices under the terms of the Agreement. 3. Each year this SOW is in effect, a technology investment and benefit fee, as agreed to in the Agreement, will be applied to the Annual Recurring Services subscription fee. Signature Page to follow. 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 Page 2 of 4 Acceptance By signing below, the parties are agreeing to be bound by the covenants and obligations specified in this SOW and the Agreement terms and conditions IN WITNESS WHEREOF,the parties have caused this SOW to be executed by their duly authorized representatives as of the dates below. Client JEFFERSON COUNTY, WASHINGTON CivicPlus By: By: Name: Name: Heidi Eisenhour — Title: Title: Chair, Board of County Commissioners Date: Date: SEAL: ATTEST: Carolyn Gallaway, Date Clerk of the Board Approved as to form only; •1i4n ��� ._ Sept.7,2022 for Barbara Ehrlichman, Date Deputy Prosecuting Attorney 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 Page 3 of 4 Contact Information *all documents must be returned:Master Service Agreement,Statement of Work,and Contact Information Sheet. Organization URL Jefferson County Public Health co.jefferson.wa.us Street Address 615 Sheridan St. Address 2 City State Postal Code Port Townsend WA 98368 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 Switchboard 360-385-9400 Emergency Contact&Mobile Phone Dj Dimick, Network technician: 360-385-9246 ddimick@co.jefferson.wa.us Emergency Contact&Mobile Phone Billing Contact E-Mail Kimberley Cole kcole@co.jefferson.wa.us Phone Ext. Fax 360-385-9437 Billing Address 615 Sheridan St. Address 2 City State Postal Code Port Townsend WA 98368 Tax ID# Sales Tax Exempt# 916001322 N/A Billing Terms Account Rep Net 30 Info Required on Invoice(PO or Job#) Our contract no.:AD-22-038 Are you utilizing any external funding for your project(ex.FEMA,CARES): Y [ x ] or N [ ] Please list all external sources: Foundational Public Health Service Dollars Contract Contact Email Glenn Gilbert ggilbert@co.jefferson.wa.us Phone Ext. Fax 360-385-9421 Project Contact Email Liz Anderson landerson@co.jefferson.wa.us Phone Ext. Fax 360-385-9405 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 Page 4 of 4 Cp Statement of Work for Jefferson County, WA AUDIOEYE MANAGED FOR CIVICENGAGE STATEMENT OF WORK This Statement of Work (the "SOW'), effective as of the later of the two dates accompanying the signatures below ("Effective Date"), is entered into and governed under the CivicEngage Statement of Work(the"Agreement") between CivicPlus, LLC ("CivicPlus") and Jefferson County, WA. Services performed by CivicPlus under this SOW will be conducted in accordance with and be subject to the terms and conditions of this SOW and the Agreement. If there is a conflict between this SOW and the Agreement, the terms and conditions of this SOW shall prevail. Capitalized terms used in this SOW but not defined herein shall have the meaning set forth in the Agreement. The responsibilities of CivicPlus and Client are defined below. IN WITNESS WHEREOF, each party, in consideration of the mutual promises and agreements set forth in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged and agreed by the parties, agree and hereto has caused this Agreement to be executed by its duly authorized representatives. Client JEFFERSON COUNTY, WASHINGTON CivicPlus By: By: (Signature) (Signature) Name: Heidi Eisenhour Name: (Print) (Print) Title: Chair, Board of County Commissioners Title: Date: Date: 1. TERM The duration of this AudioEye Platform Subscription and SOW shall be co-termed and aligned with Client's current CivicEngage billing schedule, commencing on or about the Effective Date. 2. SERVICES ORDERED & COSTS AudioEye will provide the following SaaS Subscription: Web Accessibility Solutions Subscription Order 12 Month Term Product Subscription Cost AudioEye Managed $5,000 per domain Total Subscription Cost* $5,000 per domain* *Recurring subscription pricing is subject to an annual 5%increase. This Scope of Work is valid through (or up to) 60 days from August 10, 2022. The subscription purchased hereunder applies only to the Authorized Domain(s) listed in the table, below. CivicPlus will invoice Client for the first year's Total Subscription Cost upon signing and submission of this SOW. All renewal years Total Subscription Cost shall be invoiced on the date of Client's current CivicEngage billing schedule. If needed, CivicPlus will pro-rate Client's first year's Total Annual Subscription Cost to match up with Client's current CivicEngage billing schedule. All payments shall be made in accordance with the terms and conditions of the Agreement. Invoices will be expressed in US Dollars (USD). Authorized Domain(s) Owned and Controlled by Client https://www.co.iefferson.wa.us/202/Public-Health CIVICPLUS STATEMENT OF WORK—AUDIOEYE—v20200917 2 3. CONTACT INFORMATION Technical Contact Information Client will identify a project lead to function as a single point of contact for the project. Name: Liz Anderson Email: landerson@co.jefferson.wa.us Phone: 360-385-9405 Billing Contact Information Invoices for fees, associated with this Agreement, should be sent to the following email address(es): Billing Email: kcole@co.jeffferson.wa.us Contact Name: Kimberley Cole Billing Address 1: Of different from Corporate Address provided with MSA) Contact Email: Billing Address 1: (if different from billing email address provided above) City: State/Zip: Payment Method: check All payments shall be made in accordance with the terms and conditions of the Agreement. Invoices will be expressed in US Dollars (USD). CIVICPLUS STATEMENT OF WORK-AUDIOEYE-v20200917 3 STATEMENT OF WORK APPENDIX A Package Features /Services AudioEye Managed Activation In coordination with CivicPlus, Client will allow enabled/embed AudioEye JavaScript into the Authorized Domain as initiated by way of an order. The AudioEye Managed is inclusive of the Features and Services detailed in the table, below. AudioEye Managed Features/Services Details WCAG Accessibility Reporting available upon request for point-in-time compliance status and WCAG conformance level. Reports Automated Global Certain common issues of accessibility can be programmatically detected and remediated by AudioEye Dynamic Remediation Remediations Technology. Monitoring Ongoing evaluation and continuous WCAG testing. Web Personalization Tools that allow end-users to customize Accessibility their user experience to meet their individual needs. The Toolbar internationally recognized accessibility icon marks the entrance to the AudioEye Toolbar. AudioEye Trusted Certification, which is attestation of a site Certification owner's ongoing commitment to digital inclusion as defined by Statement WCAG Success Criteria. Includes AudioEye Trusted Certification badge. Accessibility Standardized accessibility messaging site owners may utilize on Statement their site informing visitors of the digital inclusion efforts (if applicable) underway. Training (On- User access to archive of recorded Accessibility Training Demand Webinar Seminars covering various topics to encourage digital Archive) accessibility best practices and universal design thinking CIVICPLUS STATEMENT OF WORK-AUDIOEYE-v20200917 4 Live Training User access to Accessibility Training Seminars covering various topics to encourage digital accessibility best practices and Webinars universal design thinking Manual Assistive Site-level technical analysis and functional usability testing Technology (manual testing) conducted by Assistive Technology (AT) Testing testers. Automated and manual test results provide feedback for Site Remediation AudioEye Engineers to develop custom, site-specific remediations to fix issues of accessibility. Remediations scripts are served via AudioEye Dynamic Remediation Technology. Sustainable Testing & Official accessibility auditor documentation to assist site owner in addressing any accessibility complaints. Remediation Plan International Language Support: 27 Languages/Dialects supported for display within the Ally Toolbar. Valid language attribute must be present in source. Supported languages, include: • Arabic • Greek(Greece) • Cantonese (Hong Kong S.A.R.) • Hungarian (Hungary) • Catalan (Catalan) • Italian (Italy) • Chinese (Taiwan) • Japanese (Japan) • Chinese (People's Republic of China) • Korean (Korea) • Czech (Czech Republic) • Norwegian (Norway) • Danish (Denmark) • Polish (Poland) • Dutch (Netherlands) • Portuguese (Portugal) • English (United States) • Portuguese (Brazil) • English (United Kingdom) • Russian (Russia) • Finnish (Finland) • Spanish (Spain) • French (France) • Spanish (Mexico) • French (Canada) • Swedish (Sweden) • German (Germany) 4. WEB ACCESSIBILITY COMPLIANCE REPRESENTATIONS & WARRANTIES AudioEye continually monitors the relevant World Wide Web Consortium's (W3C) Web Content Accessibility Guidelines (WCAG) to improve conformance with WCAG guidelines and to eradicate issues of accessibility that may impede access for persons with disabilities. AudioEye periodically monitors current law and practice regarding digital accessibility compliance including, but not limited to the Americans with Disabilities Act (ADA) and other similar state and international laws. CIVICPLUS STATEMENT OF WORK-AUDIOEYE-v20200917 5 AudioEye has and will continue to take steps necessary to help improve and maintain equal access to Client website(s). AudioEye monitors Client website(s) and/or the platform hosting Client website(s)to take the steps necessary to improve conformance with WCAG standards. AudioEye evaluates Client website(s) and/or the platform hosting Client website(s) on a periodic basis to improve conformance with WCAG standards. AudioEye periodically reviews automated and manual test results to develop remediations to Client website(s) and/or the platform hosting Client website(s) to increase conformance with WCAG Success Criteria. AudioEye provides support and training resources and hosts training seminars that promote accessibility best practices including, but not limited to, universal design, WCAG Success Criteria, video captioning, and document remediation. AudioEye works with and/or takes measures to provide product stakeholders in charge of managing the platform hosting Client website(s)with information a)to improve the accessibility of the platform hosting Client website(s), the site template, and web components that comprise Client website(s), b) to incorporate accessibility into the design process, and c) to better ensure an optimal user experience for individuals with disabilities. AudioEye supports a 24/7 help desk for site visitors, which enables them to report accessibility issues and grievances should they be encountered. AudioEye prioritizes the remediation of validated issues as submitted via the Help Desk. AudioEye provides technical analysis and functional usability testing (manual testing) of Client website(s)and/or the platform hosting Client website(s),which is conducted by assistive technology (AT) testers. Via proprietary and patented AudioEye Dynamic Remediation Technology, AudioEye rernediates issues of accessibility identified within Client website(s) and/or the platform hosting Client website(s) and conducts retesting of issues to validate usability of remediated content and functionality. AudioEye provides limited to full implementation of the AudioEye Toolbar, which provides web personalization tools permitting site visitors to customize their user experience to meet individual needs. 5. ASSUMPTIONS To streamline communication during the project, Client will be assigned an account manager who will be responsible for the quality and timeliness of all deliverables. The account manager will oversee and track the progress of the entire project and will be available to escalate concerns. Website/Platform updates or structural changes that impact existing CSS ID/class selector attributes may require re-configuration and subsequent testing that demands a level of effort beyond the typical maintenance included with the AudioEye Services. AudioEye engineers do not make any changes to the web environment that impact the visual display of the website. Required changes that impact visual display require collaboration with CIVICPLUS STATEMENT OF WORK-AUDIOEYE-v20200917 6 Client and any visual changes implemented through the AudioEye Services require sign-off from Client. In many cases, these changes are implemented by Client at the source. For deficiencies impacting visual display or site structure/features/functions,AudioEye to obtain written permission from Client to provision and apply the required fixes. AudioEye shall not be held liable for delays impacting, if applicable, delivery timelines pertaining to Client supplying AudioEye with written approvals. For any Success Criteria that cannot be met through the application of fixes facilitated through the AudioEye Services and applied to the frontend website/application through the AudioEye JavaScript, AudioEye collaborates, via CivicPlus, with software/web designers/developers and recommends best practices for effective resolution to be applied at the source and/or through universal design standards. The combination of this collective and collaborative effort helps ensure usability for Client's site visitors. AudioEye to provide the necessary tools and/or instruction, allowing CivicPlus to implement fixes within the CMS product source ("Platform Remediation"). For each project, the start date of Activation is determined by AudioEye. AudioEye shall issue an AudioEye Trusted Certification indicating that Client has a commitment to accessibility and inclusion in striving to maximize and continually improve conformance with the informative guidance supplied through W3C WCAG. If applicable, certification statements may indicate conformance exclusions and/or statements of partial conformance and/or reference to on-demand source feedback reports to inform end-users about features/functions that do not conform to the target standard and/or remain a work in a progress. Common exclusions resulting in conformance clarifications, as documented through source feedback reports, include: flash objects, highly visual/dynamic display widgets/modules, high volume content changes, maps, inaccessible PDFs, videos without captioning and/or audio descriptions, and 3rd party content. 6. CLIENT RESPONSIBILITIES Client will identify a project lead to function as a single point of contact for the project. Client will make all reasonable efforts to address conformance exclusions indicated within the source remediation report. Client will make all reasonable efforts to educate AudioEye on the specific technical constraints of its Web environment, including details about its publication and hosting environments. Prior to execution of this Agreement, Client to inform AudioEye of anticipated traffic exceeding 20 million monthly impressions. Client understands and agrees that AudioEye will charge Client the following overage fees, to be billed at the end of the current month, in which the overage occurred: $52 per million impressions above and beyond the monthly allotment. Please note: some single page requests may make multiple requests to AudioEye, and, therefore, trigger multiple impressions (i.e. iFrames on the page). Client to provide advanced notification to AudioEye prior to implementing or removing the AudioEye JavaScript within their web environment, including but not limited to Client's production, staging, UAT, development, and/or sandbox environment(s). CIVICPLUS STATEMENT OF WORK—AUDIOEYE—v20200917 7 Client will provide AudioEye with feedback, comments, approvals and acceptance on all deliverables in a timely manner. If Client receives a legal demand letter or is served a legal notice, Client may request a sustainable testing and remediation (STAR) plan (aka auditor notification letter) to inform plaintiff of the proactive steps already taken and being taken by Client to ensure digital inclusion. Should plaintiff continue to pursue their legal efforts, Client may request consulting or legal support services, which may be separate from and in addition to the Services included in this SOW. Client will make all reasonable efforts to send project and accessibility stakeholders to attend online accessibility training presentations provided by AudioEye. 7. CHANGE CONTROL PROCEDURES To make a change to this SOW, Client will submit a written request to CivicPlus specifying the proposed changes in detail. CivicPlus will submit to Client an estimate of the charges and the anticipated changes in the delivery schedule that will result from the proposed change in the services ("Change Order")stated within this SOW. AudioEye will continue performing the services in accordance with this SOW until the CivicPlus and Client agree in writing on the change in scope of work, scheduling, and fees therefore. Any Change Order shall be agreed to by the parties in writing prior to implementation. No additional fees shall be incurred without Client's prior written authorization. CIVICPLUS STATEMENT OF WORK-AUDIOEYE-v20200917 8 Cp Addendum to the Agreements by and between CivicPlus, LLC and Jefferson County,WA Master Service Agreement and Statement of Work Addendum THIS Master Services Agreement and Statement of Work Addendum ("Addendum") hereby sets forth the (I) additional terms and conditions applicable to the Master Services Agreement, found at: www.civicplus.com/master-services-agreement, and/or Statement of Work("Agreements")and/or(ii)amendments to specific provisions of the terms and conditions which exist in the Agreements(collectively, the "Special Terms"), as described below, as agreed upon by CivicPlus and [CLIENT]. The Special Terms shall be deemed to amend, modify, supplement, replace and/or supersede (as applicable) any inconsistent provisions of the Agreements, to the extent of the inconsistency. ALL TERMS AND CONDITIONS OF THE AGREEMENTS NOT EXPRESSLEY MODIFIED HEREIN SHALL REMAIN IN FULL FORCE AND EFFECT. Capitalized terms used and not defined herein shall have the meanings assigned to them in the Agreements(to which this Addendum is attached and incorporated). 1. ADDITIONAL TERMS MSA Section 49: CivicPlus will carry and maintain throughout the period of the Agreement comprehensive general liability insurance in the amount of$1,000,000 to cover all classifications of work contemplated herein, and will also carry and maintain auto liability insurance within the limits of$1,000,000 for each person and for each occurrence. CivicPlus shall also carry standard professional liability insurance covering damages resulting from errors and omissions of the CivicPlus or his employees or agents;the limit of liability shall be not less than$1,000,000.All policies shall provide coverage on an occurrence basis. MSA Section 50: Any dispute or controversy arising out of or relating to this Agreement, or breach thereof, shall be settled by the following procedure. • Level 1: Before entering into Level 2 or Level 3 of this Dispute Resolution Procedure (" DRP"), CivicPlus and Client shall enter into a management meeting for the purpose of resolving the dispute or controversy through normal business management practices.The meeting must be held between upper-level managers of both Client and CivicPlus. Both parties agree to put forth their best efforts in these meetings.The meeting shall be held at Client's. The Level 1 period shall begin when one party gives notice to the other by certified mail that it is entering into this Level 1 procedure to resolve the dispute. • Level 2: Only after the parties have completed Level 1 of the DRP without resolving the dispute or controversy and before entering into Level 3 of the DRP, Client and CivicPlus shall enter into a mediation process. Each party shall bear its own costs in preparing for and conducting mediation, except that the joint costs, if any, of the actual mediation proceeding shall be shared equally by the parties. The mediation process is defined as follows:The parties shall select a mutually agreeable mediator to aid the parties in resolving the dispute or controversy.The mediator shall not be an employee or former employee of either party.The mediation shall be held at a mutually agreeable location. •Level 3: Only after the completion of both Levels 1 and 2 above without a satisfactory resolution of the dispute or controversy, may either party bring suit in the Superior Court of the State of Washington in and for Jefferson County. Each party shall bear the cost of their own legal expenses if Level 3 is used. MSA Section 51: This Agreement shall be governed by and construed in accordance with the laws of the State of Washington, and the parties stipulate that venue for any matter which is a subject of this SOW shall be in the County of JEFFERSON, State of Washington. MSA Section 52: Certificates demonstrating insurance coverage shall be furnished to the County within 10 days after receipt by Civic Plus, showing all required coverages, limits,and endorsements. CivicPlus shall also maintain statutory workers' compensation insurance and employer's liability insurance to cover employees and volunteers as required by state and federal law.All insurance required by this paragraph must be primary and noncontributory. CivicPlus's liability insurance policies must be endorsed to show this primary coverage. 9 Addendum to Master Services Agreement Cp Addendum to the Agreements by and between CivicPlus, LLC and Jefferson County,WA 2 AMENDMENTS AudioEye(Q-26887) Client and CivicPlus shall defend, indemnify and hold the other Party harmless, its partners, employees, and agents from and against any and all third-party lawsuits, claims, demands, penalties, losses, fines, liabilities, damages, and expenses including attorney's fees of any kind, in connection with the operations of and installation of software contemplated by this Agreement, or otherwise arising out of the CivicPlus provision of service and performance under this Agreement performance under this Agreement to the extent that such liability arises from CivicPlus' negligence. MSA Section 48 Intentionally omitted. Acceptance We,the undersigned,agreeing to the conditions specified in this document,understand and consent to the terms&conditions of this Addendum. Client JEFFERSON COUNTY, WASHINGTON CivicPlus By: By: Name: Heidi Eisenhour Name: Title: Chair, Board of County Commissioners Title: Date: Date: 10 Addendum to Master Services Agreement cp 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 client entity identified on the SOW ("Client"). This Agreement governs the use and provision of any Services purchased by Client, 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 or codification services by CivicPlus for Client. CivicPlus and Client 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 management software solutions,platforms and associated services(the"Services");and II. WHEREAS, Client 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,Client 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 Client, or Services are being provided by CivicPlus to Client, 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 Client account remaining past due for longer than 90 days is a material breach by Client and is grounds for CivicPlus termination. 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 Client shall cease all use of the CivicPlus Property and Services associated with the terminated SOW and (b) any amounts owed under outstanding invoices or future planned billing for the completed development and implementation of the Client's Services, as defined in the SOW("Project Development"),shall immediately become due in full and payable. Sections 7, 8, 10, 14, 15, 18,29-31,39,and 40 will survive any expiration or termination of this Agreement. 3. At any time during the Term, CivicPlus may, immediately upon notice to Client, suspend access to any Service due to a threat to the technical security or technical integrity of the Services. Invoicing&Payment Terms 4. Client will pay the amounts owed to CivicPlus for the 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 Client (the "Contact Sheet"). Client shall provide accurate, current and complete information of Client's legal business name,address,email address,and phone number in the Contact Sheet upon submission of a signed SOW.Client will maintain and promptly update the Contact Sheet information if it should change.Upon Client's request, CivicPlus will mail hard-copy invoices for a$5.00 convenience fee. 5. Each SOW will state the amount of days from date of invoice payment is due.Unless otherwise limited by law, a fmance 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 fmance charges,then to the oldest outstanding invoice(s).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 Recurring Services will be discontinued,and the Client will no longer have access to the Services until the Client's account is made current.Client will be given 15 days'notice prior to discontinuation of Services for non-payment. 6. During the performance of services during Project Development, if 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,Client does not show up for scheduled meetings or trainings),Client agrees to reimburse CivicPlus for such fees, not to exceed$1,000 per CivicPlus employee.CivicPlus shall notify Client prior to incurring such expenses and shall only incur those expenses which are approved by Client. Ownership & Content Responsibility 7. Upon full and complete payment of amounts owed for Project Development under the applicable SOW,Client will own the website graphic designs, webpage or Services content, module content, importable/exportable data, and archived information ("Client Content") created by CivicPlus on behalf of Client pursuant to this Agreement. "Client Content" also includes any elements of text, graphics, images,photos,designs,artworks, logos,trademarks, services marks, and other materials or content which Client provides or inputs into any website, software or module in connection with any Services. Client Content excludes any content in the public domain;and any content owned or licensed by CivicPlus,whether in connection with providing Services or otherwise. 8. Upon completion of the Project Development, Client will assume full responsibility for Client 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 Client Content. Client hereby grants CivicPlus a worldwide, non-exclusive right and license to reproduce, distribute and display the Client Content as necessary to provide the Services.Client represents and warrants that Client owns all Client Content or that Client has permission from the rightful owner to use each of the elements of Client Content;and that Client has all rights necessary for CivicPlus to use the Client Content in connection with providing the Services. 9. At any time during the term of the applicable SOW,Client will have the ability to download the Client Content and export the Client data through the Services. Client may request CivicPlus to perform the export of Client data and provide the Client data to Client in a commonly used format at any time, for a fee to be quoted at time of request and approved by Client. Upon termination of the applicable SOW for any reason, whether or not Client has retrieved or requested the Client data, CivicPlus reserves the right to permanently and definitively delete the Client Content and Client 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,Client 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 the Services ("CivicPlus Property") will remain the property of CivicPlus. CivicPlus Property specifically excludes Client Content. 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, 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 Client, 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;or(v)access any CivicPlus Property in order to(a)build a competitive product or service, (b) build a product using similar ideas, features, functions or graphics of any CivicPlus Property, or (c) copy any ideas, features, functions or graphics of any CivicPlus Property. The CivicPlus name, the CivicPlus logo, and the product and module names associated with any CivicPlus Property are trademarks of CivicPlus,and no right or license is granted to use them outside of the licenses set forth in this Agreement. 11. Provided Client complies with the terms and conditions herein,the relevant SOW,and license restrictions set forth in§10, CivicPlus hereby grants Client a limited, nontransferable, nonexclusive, license to access and use the CivicPlus Property associated with any valid and effective SOW,for the term of the respective SOW. 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.Client and its Users are granted a limited license to access Documentation as needed.Client shall not copy, download,distribute,or make derivatives of the Documentation. 13. Client acknowledges that CivicPlus may continually develop, alter, deliver, and provide to the Client ongoing 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 Client at no additional charge.In the event that CivicPlus creates new products or enhancements to the Services ("New Services"),and Client desires these New Services,then Client will have to pay CivicPlus the appropriate fee for the access to and use of the New Services. If Client disputes any change,then CivicPlus shall use its reasonable best efforts to resolve the dispute. 14. CivicPlus in its sole discretion,may utilize all comments and suggestions,whether written or oral, furnished by Client to CivicPlus in connection with its access to and use of the Services (all reports, comments and suggestions provided by Client hereunder constitute, collectively,the"Feedback"). Client 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. Unless prohibited by the law of Client's state, the Parties shall defend, indemnify and hold the other Party, its partners, employees, and agents harmless from and against any and all third party 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 affiliates, partners, employees, and agents,directly associated with this Agreement and the installation and ongoing operations of Services contemplated by the SOW. 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 indemnified Party. 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 Client. 17. 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. During Project Development, Client will be responsive and cooperative with CivicPlus to ensure the Project Development is completed in a timely manner. 18. Client agrees that it is solely responsible for any solicitation,collection,storage,or other use of end-user's personal data on any 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 Services or the consequences of the solicitation, collection, storage,or other use by Client or by any third party of personal data. 19. Client is responsible for all activity that occurs under Client's accounts by or on behalf of Client. Client agrees to (a) be solely responsible for all designated and authorized individuals chosen by Client("User")activity,which must be in accordance with this Agreement and the CivicPlus Terms of Use;(b)be solely responsible for Client 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 Client 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;and(e)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 Client has selected to integrate any of its Services with. 22. If implementation services, such as consulting or training, are purchased by Client and are not used solely due to the inaction or unresponsiveness of Client during the implementation period, then these services shall expire within 30 days after implementation closeout. The Client may choose to re-schedule any unused implementation services during this 30 day period as mutually agreed upon by the Parties. Any implementation services that have not been used or rescheduled shall be marked 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 Client 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 expressly permitted in writing by Client;or(d)in compliance with our Privacy Policy,CivicPlus will not modify Client data or disclose Client data,unless specifically directed by Client or compelled by law.Notwithstanding the foregoing,CivicPlus reserves the right to delete known malicious accounts without Client authorization. 24. Client acknowledges and agrees that CivicPlus utilizes third-party service providers to host and provide the Services and store Client 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 Client's data. 25. CivicPlus may offer Client the ability to use third-party applications in combination with the Services.Any such third-party application will be subject to acceptance by Client.In connection with any such third-party application agreed to by Client,Client acknowledges and agrees that CivicPlus may allow the third-party providers access to Client 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 Client to agree to a separate agreement or terms and conditions with the provider of the third-party application, which will govern Client's use of such third-party application. 26. In the event of a security breach at the sole fault of the 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. Client 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. Client 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. Client will have 24/7 access to the online CivicPlus Help Center(civicplus.help)to obtain each product's support hours,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).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 Client at the time of the request and will be subject to Client acceptance and invoiced the next business day following the non-emergency support. CivicPlus shall have the sole discretion to determine 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,Client 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. Client hereby authorizes CivicPlus to use Client's name and logo on CivicPlus's website and in sales and marketing presentations. Such authorization may be withdrawn by Client at any time for any reason or no reason at all upon written notice to CivicPlus.Client may publicly refer to itself as a customer of the CivicPlus Services,including on Client'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 purpose set forth in this §28. 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. Limitation of Liability 32. CivicPlus'liability arising out of or related to this Agreement,or any associated SOW,will not exceed the Annual Recurring Services amounts paid by Client in the year prior to such claim of liability. 33. 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. 34. The liabilities limited by Section 29 and 30 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. 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 16. 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. 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 Client that,upon notice given to CivicPlus of any defect in design or fault or improper workmanship, CivicPlus will remedy any such defect. CivicPlus makes no warranty regarding, and will have no responsibility for,any claim arising out of: (i)a modification of the Services made by anyone other than CivicPlus,even in a situation where CivicPlus approves of such modification in writing;or(ii)use of the Services in combination with a third party service,web hosting service,or server not authorized by CivicPlus. 37. EXCEPT FOR THE EXPRESS WARRANTIES IN THIS AGREEMENT, 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 CLIENT AND IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN 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,civic disturbance,riot,war,national emergency,act of public enemy,or other cause of similar or dissimilar nature beyond its control. Taxes 40. The amounts owed for the Services exclude,and Client 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 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 such exemption certificate is challenged or held invalid by a taxing authority then Client 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 Client 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 Client'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. Miscellaneous Provisions 44. 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. 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 efforts to resolve any dispute between them in good faith prior to initiating legal action. 47. This Agreement and any SOW,to the extent signed and delivered by means of a facsimile machine or electronic mail,shall be treated in all manner and respects as an original agreement or instrument and shall be considered to have the same binding legal effect as if it were the original signed version thereof delivered in person. The Parties agree that an electronic signature is the legal equivalent of its manual signature on this Agreement and any SOW.The Parties agree that no certification authority or other third party verification is necessary to validate its electronic signature and that the lack of such certification of third party verification will not in any way affect the enforceability of the Parties' electronic signature or any resulting agreement between CivicPlus and Client. 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 Client with written notice describing such change via email or through its website.Client's continued use of the Services following such updates constitutes Client's acceptance of the same. In the event Client rejects the update to the terms herein,Client must notify CivicPlus of its objection within ten(10)days receipt of notice of such update.