HomeMy WebLinkAboutCIVICPLUS, LLCINSURANCE NOT ON FILL
WORK MAY NOT PROCEED
CLERK OF COUNCIL
DATE:
N-2022-336
AGREEMENT WITH CIVICPLUS, LLC, TO PROVIDE ACTIVITY AND SITE
REGISTRATION SOFTWARE SERVICES
(AV) THIS AGREEMENT is made and entered into on this day of November, 2022 by
and between CivicPlus, LLC, a Kansas company ("Consultant" or "CivicPlus"), and the City of
Santa Ana, a charter city and municipal corporation organized and existing under the Constitution
o and laws of the State of California ("City" or "Client").
t— RECITALS
Cn
A. The City desires to retain a consultant having special skill and knowledge in the field of
activity registration and site reservation software including maintenance and support.
B. Consultant represents that Consultant is able and willing to provide such services to the
City.
C. In undertaking the performance of this Agreement, Consultant represents that it is
knowledgeable in its field and that any services performed by Consultant under this
Agreement will be performed in compliance with such standards as may reasonably be
expected from a professional consulting firm in the field.
NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the
terms and conditions hereinafter set forth, the parties agree as follows:
1. SCOPE OF SERVICES
Consultant shall perform during the term of this Agreement, the tasks and obligations
including all labor, materials, tools, equipment, and incidental customary work required to fully
and adequately complete the services described in Exhibit A, attached hereto and incorporated in
full.
2. COMPENSATION
a. City agrees to pay, and Consultant agrees to accept as total payment for the first two
(2) years of its services under this Agreement, the rates and charges identified in
Exhibit A. The total amount to be expended during the term of this Agreement shall
not exceed Forty -One Thousand, Four Hundred Ten Dollars and Zero Cents
($41,410.00). This sum is comprised of (1) first year compensation in the amount of
$20,200 and (2) second year compensation in the amount of S21,210.
b. Payment by City shall be made within thirty (30) days following receipt of proper
invoice evidencing work performed, subject to City accounting procedures.
3. TERM
This Agreement shall commence on December 1, 2022 and terminate on November 30,
2024, unless terminated earlier in accordance with Section 15, below.
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4. INDEPENDENT CONTRACTOR
Consultant shall, during the entire term of this Agreement, be construed to be an
independent Consultant and not an employee of the City. This Agreement is not intended nor shall
it be construed to create an employer -employee relationship, a joint venture relationship, or to
allow the City to exercise discretion or control over the professional manner in which Consultant
performs the services which are the subject matter of this Agreement; however, the services to be
provided by Consultant shall be provided in a manner consistent with all applicable standards and
regulations governing such services. Consultant shall pay all salaries and wages, employer's social
security taxes, unemployment insurance and similar taxes relating to employees and shall be
responsible for all applicable withholding taxes.
5. OWNERSHIP OF MATERIALS
Upon full and complete payment of amounts owed for project development, 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.
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.
At any time during the term of this Agreement, 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
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. During the thirty (30) day period following
termination, regardless of the reason for its termination, Client will not have access to the services.
Intellectual Property in the software or other original works created by or licensed to
CivicPlus, including all 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
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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 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.
Provided Client complies with the terms and conditions herein, and license restrictions set
forth in this section, CivicPlus hereby grants Client a limited, nontransferable, nonexclusive,
license to access and use the CiviePlus Property associated with this Agreement for the term of
this Agreement.
6. INSURANCE
Prior to undertaking performance of work under this Agreement, Consultant shall procure
and maintain for the duration of the contract insurance against claims for security breaches, system
failures, injuries to persons, damages to software, or damages to property (including computer
equipment) which may arise from or in connection with the performance of the work hereunder
by the Consultant, its agents, representatives, or employees. Consultant shall procure and
maintain, and shall require its subcontractors, if any, to procure and maintain insurance as
described below:
a. Minimum Scope and Limit of Insurance
1. Commercial General Liability (CGL): Insurance Services Office Form CG
00 01 covering CGL on an "occurrence" basis, including products and
completed operations, property damage, bodily injury and personal &
advertising injury with limits no less than $1,000,000 per occurrence. If a
general aggregate limit applies, either the general aggregatelimit shall apply
separately to this project/location (ISO CG 25 03 or 25 04) or the general
aggregate limit shall be twice the required occurrence limit.
2. Automobile Liability: ISO Form Number CA 00 01 covering any auto (Code
1), or if Consultant has no owned autos, hired, (Code 8) and non -owned autos
(Code 9), with a limit no Iess than $1,000,000 per accident for bodily injury and
property damage.
3. Workers' Compensation: as required by the State of California, with Statutory
Limits, and Employer's Liability Insurance with limit of no less than
$1,000,000 per accident for bodily injury or disease.
4. Cyber Liability Insurance: with limits not less than $2,000,000 per
occurrence or claim, $2,000,000 aggregate. Coverage shall be sufficiently
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broad to respond to the duties and obligations as is undertaken by Consultant in
this Agreement and shall include, but not be limited to, claims involving
security breach, system failure, data recovery, business interruption, cyber
extortion, social engineering, infringement of intellectual property, including
but not limited to infringement of copyright, trademark, trade dress, invasion of
privacy violations, information theft, damage to or destruction of electronic
information. The policy shall provide coverage for breach response costs,
regulatory fines and penalties as well as credit monitoring expenses.
Cyber Professional Liability (Errors and Omissions): insurance appropriate
to the Consultant's profession and work hereunder, with limits not less than
$2,000,000 per occurrence. Coverage shall be sufficiently broad to respond to
the duties and obligations as is undertaken by the Consultant in this Agreement
and shall include, Tech E&O/Professional coverage; Cyber Privacy Network
Security Liability; Payment Card Loss; Regulatory Proceedings; Electronic
Social Printed Media Liability; Business Interruption and Extra Expense; Data
Recovery; Cyber-Extortion and Ransomware; Data Breach Response and Crisis
Management; Coverage System Failure; Dependent Business Interruption; and
Dependent Business Interruption System Failure.
6. Broader Coverage: if the Consultant maintains broader coverage and/or
higher limits than the minimums shown above, the City requires and shall be
entitled to the broader coverage and/or the higher limits maintained by the
Consultant. Any available insurance proceeds in excess of the specified
minimum limits of insurance and coverage shall be available to the City.
b. Other Insurance Provisions
Additional Insured Status: The City, its officers, officials, employees, and
volunteers are to be covered as additional insureds on the CGL policy with
respect to liability arising out of work or operations performed by or on behalf
of the Consultant including materials, parts, or equipment furnished in
connection with such work or operations. General liability coverage can be
provided in the form of an endorsement to the Consultant's insurance (at least
as broad as ISO Form CG 20 10 It 85 or if not available, through the addition
of both CG 20 10, CG 20 26, CG 20 33, or CG 20 38; and CG 2037 if a later
edition is used).
2. Primary Coverage: For any claims related to this contract, the Consultant's
insurance coverage shall be primary coverage at least as broad as ISO CG 20
01 04 13 as respects the City, its officers, officials, employees, and volunteers.
Any insurance or self-insurance maintained by the City, its officers, officials,
employees, or volunteers shall be excess of the Consultant's insurance and shall
not contribute with it.
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Notice of Cancellation: Each insurance policy required above shall provide
that coverage shall not be canceled, except with notice to the City.
4. Waiver of Subrogation: Consultant hereby grants to City a waiver of any right
to subrogation that any insurer of said Consultant may acquire against the City
by virtue of the payment of any loss under such insurance. Consultant agrees
to obtain any endorsement that may be necessary to affect this waiver of
subrogation, but this provision applies regardless of whether or not the City has
received a waiver of subrogation endorsement from the insurer.
Self -Insured Retentions: Self -insured retentions must be declared to and
approved by the City. The City may require the Consultant to purchase coverage
with a lower retention or provide proof of ability to pay losses and related
investigations, claim administration, and defense expenses within the retention.
The policy language shall provide, or be endorsed to provide, that the self -
insured retention may be satisfied by either the named insured or City.
6. Acceptability of Insurers: Insurance is to be placed with insurers authorized
to conduct business in the state with a current A.M. Best's rating of no less
than A: VII, unless otherwise acceptable to the City.
7. Claims Made Policies: If any of the required policies provide coverage on a
claims -made basis, the retroactive date must be shown and must be before the
date of the contract or the beginning of contract work.
Verification of Coverage: Consultant shall furnish the City with original
Certificates of Insurance including all required amendatory endorsements (or
copies of the applicable policy language effecting coverage required by this
clause) and a copy of the Declarations and Endorsement Page of the CGL policy
listing all policy endorsements to City before work begins. However, failure to
obtain the required documents prior to the work beginning shall not waive the
Consultant's obligation to provide them.
The City reserves the right to require complete, certified copies of all required
insurance policies, including endorsements required by these specifications, at
any time.
9. Subcontractors: Consultant shall require and verify that all subcontractors
maintain insurance meeting all the requirements stated herein, and Consultant
shall ensure that City is an additional insured on insurance required from
subcontractors.
10. Special Risks or Circumstances: City reserves the right to modify these
requirements, including limits, based on the nature of the risk, prior experience,
insurer, coverage, or other special circumstances.
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7. INDEMNIFICATION
Consultant agrees to defend, and shall indemnify and hold harmless the City, its officers,
agents, employees, contractors, special counsel, and representatives from liability: (1) for personal
injury, damages, just compensation, restitution, judicial or equitable relief arising out of third party
claims for personal injury, including death, and claims for property damage, which may arise from
the sole negligent operations of the Consultant, its subcontractors, agents, employees, or other
persons acting on its behalf which relates to the services described in section I of this Agreement;
and (2) from any third party claim that personal injury, damages, just compensation, restitution,
judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement.
This indemnity and hold harmless agreement applies to all claims for damages, just compensation,
restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the
events referred to in this Section or by reason of the terms of, or effects, arising from Consultant's
sole negligence, malicious actions or omissions during the performance of this Agreement. The
Consultant further agrees to indemnify, hold harmless, and pay all costs for the defense of the City,
including reasonable fees and costs for special counsel to be selected by the City, regarding any
action by a third party challenging the validity of this Agreement, or asserting that personal injury,
damages, just compensation, restitution, judicial or equitable relief due to personal or property
rights arises by reason of the terms of, or effects arising from this Agreement. City may make all
reasonable decisions with respect to its representation in any legal proceeding. Notwithstanding
the foregoing, to the extent Consultant's services are subject to Civil Code Section 2782.8, the
above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that
arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the
Consultant.
8. INTELLECTUAL PROPERTY INDEMNIFICATION
Consultant shall defend and indemnify the City, its officers, agents, representatives, and
employees against any and all liability, including costs, for infringement of any United States'
letters patent, trademark, or copyright infringement, including costs, contained in the work product
or documents provided by Consultant to the City pursuant to this Agreement.
9. RECORDS
Consultant shall keep records and invoices in connection with the work to be performed
under this Agreement. Consultant shall maintain complete and accurate records with respect to
the costs incurred under this Agreement and any services, expenditures, and disbursements
charged to the City for a minimum period of three (3) years, or for any longer period required by
law, from the date of final payment to Consultant under this Agreement. All such records and
invoices shall be clearly identifiable. Consultant shall allow a representative of the City to
examine, audit, and make transcripts or copies of such records and any other documents created
pursuant to this Agreement during regular business hours. Consultant shall allow inspection of all
work, data, documents, proceedings, and activities related to this Agreement for a period of three
(3) years from the date of final payment to Consultant under this Agreement.
10. CONFIDENTIALITY
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If Consultant receives from the City information which due to the nature of such
information is reasonably understood to be confidential and/or proprietary, Consultant agrees that
it shall not use or disclose such information except in the performance of this Agreement, and
further agrees to exercise the same degree of care it uses to protect its own information of like
importance, but in no event less than reasonable care. "Confidential Information" shall include all
nonpublic information. Confidential information includes not only written information, but also
information transferred orally, visually, electronically, or by other means. Confidential
information disclosed to either party by any subsidiary and/or agent of the other party is covered
by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any
information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the
Consultant disclosed in a publicly available source; (c) is in rightful possession of the Consultant
without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e)
is independently developed by the Consultant without reference to information disclosed by the
City.
11. CONFLICT OF INTEREST CLAUSE
Consultant covenants that it presently has no interests and shall not have interests, direct
or indirect, which would conflict in any manner with performance of services specified under this
Agreement.
12. NON-DISCRIMINATION
Consultant shall not discriminate because of race, color, creed, religion, sex, marital status,
sexual orientation, gender identity, gender expression, gender, medical conditions, genetic
information, or military and veteran status, age, national origin, ancestry, or disability, as defined
and prohibited by applicable law, in the recruitment, selection, teaching, training, utilization,
promotion, termination or other employment related activities or any services provided under this
Agreement. Consultant affirms that it is an equal opportunity employer and shall comply with all
applicable federal, state and local laws and regulations.
13. EXCLUSIVITY AND AMENDMENT
This Agreement represents the complete and exclusive statement between the City and
Consultant, and supersedes any and all other agreements, oral or written, between the parties. In
the event of a conflict between the terms of this Agreement and any attachments hereto, the terms
of this Agreement shall prevail. This Agreement may not be modified except by written instrument
signed by the City and by an authorized representative of Consultant. The parties agree that any
terms or conditions of any purchase order or other instrument that are inconsistent with, or in
addition to, the terms and conditions hereof, shall not bind or obligate Consultant or the City. Each
party to this Agreement acknowledges that no representations, inducements, promises or
agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any
party, which is not embodied herein.
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14. ASSIGNMENT
Inasmuch as this Agreement is intended to secure the specialized services of Consultant,
Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior
written consent of the City and any such assignment, transfer, delegation or subcontract without
the City's prior written consent shall be considered null and void. Nothing in this Agreement shall
be construed to limit the City's ability to have any of the services that are the subject to this
Agreement performed by City personnel or by other consultants retained by City, Notwithstanding
the foregoing, Consultant may assign and transfer all of its rights under this Agreement by a sale
of all of its assets or merger.
15. TERMINATION
This Agreement may be terminated by the City upon written notice sixty (60) days prior to
the end of the current term. In such event, Consultant shall be entitled to receive and the City shall
pay Consultant compensation for all services performed by Consultant prior to receipt of such
notice of termination.
16. WAIVER
No waiver of breach, failure of any condition, or any right or remedy contained in or
or by the provisions of this Agreement shall be effective unless it is in writing and signed by
the party waiving the breach, failure, right or remedy. No waiver of any breach, failure or right, or
remedy shall be deemed a waiver of any other breach, failure, right or remedy, whether or not
similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies.
17. JURISDICTION - VENUE
This Agreement has been executed and delivered in the State of California and the validity,
interpretation, performance, and enforcement of any of the clauses of this Agreement shall be
determined and governed by the laws of the State of California. Both parties further agree that
Orange County, California, shall be the venue for any action or proceeding that may be brought or
arise out of, in connection with or by reason of this Agreement.
18. PROFESSIONAL LICENSES
Consultant shall, throughout the term of this Agreement, maintain all necessary licenses,
permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder
and required by the laws and regulations of the United States, the State of California, the City of
Santa Ana and all other governmental agencies. Consultant shall notify the City immediately and
in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and
exemptions. Said inability shall be cause for termination of this Agreement.
14. NOTICE
Any notice, tender, demand, delivery, or other communication pursuant to this Agreement
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shall be in writing and shall be deemed to be properly given if delivered in person or mailed by
first class or certified mail, postage prepaid, electronic mail or sent by fax or other telegraphic
communication in the manner provided in this Section, to the following persons:
To City:
Clerk of the City Council
City of Santa Ana
20 Civic Center Plaza (M-30)
P.O. Box 1988
Santa Ana, CA 92702-1988
Fax: 7I4- 647-6956
With courtesy copies to:
Executive Director, PRCSA
City of Santa Ana
20 Civic Center Plaza (M-23)
P.O. Box 1988
Santa Ana, California 92702
To Consultant:
CivicPlus, LLC.
Attn: Legal Department
302 South 4th St., Suite 500
Manhattan, KS 66502
Legal@civicplus.com
A party may change its address by giving notice in writing to the other party. Thereafter,
any communication shall be addressed and transmitted to the new address. If sent by mail,
communication shall be effective or deemed to have been given three (3) days after it has been
deposited in the United States mail, duly registered or certified, with postage prepaid, and
addressed as set forth above. If sent by fax, communication shall be effective or deemed to have
been given twenty-four (24) hours after the time set forth on the transmission report issued by the
transmitting facsimile machine, addressed as set forth above. For purposes of calculating these
time frames, weekends, federal, state, County or City holidays shall be excluded.
20. MISCELLANEOUS PROVISIONS
a. Each undersigned represents and warrants that its signature herein below has the
power, authority and right to bind their respective parties to each of the terms of
this Agreement, and shall indemnify City fully, including reasonable costs and
attorney's fees, for any injuries or damages to City in the event that such authority
or power is not, in fact, held by the signatory or is withdrawn.
b. The Agreement is the final and complete agreement and any prior or
contemporaneous agreements for similar services between the parties is superseded
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by this Agreement. This shall not apply where the Parties are currently engaged
and Consultant is providing services not contemplated by this Agreement.
C. in the event of any conflict or inconsistency between the terms and conditions in
this Agreement and any terms or conditions set forth in any Exhibit, purchase order,
or other document relating to the transactions contemplated by this Agreement, the
terms and conditions set forth in this Agreement shall prevail.
d. All Exhibits referenced herein and attached hereto shall be incorporated as if fully
set forth in the body of this Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first
above written.
ATTEST:
esl
'�"'Clcrk of the Counci
APPROVED AS TO FORM:
SONIA R. CARVALHO
City Attorney
C
Deputy City Attorney
Hawk
Parks, Recreation and Community Services Agency
CITY OF SANTA ANA
istine Ridge
City Manager
CIVICPLUS, LLC:
Amy V ikander
Senior Vice President of Customer Success
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Exhibit A
Scope of Service and Fees/Costs
CP
CiviePlus
302 South 4th St. Suite 500
Manhattan, KS 66502
us
Client:
SANTA ANA, CALIFORNIA
Quote #: Q-21327-1
Date: 10/5/2022 11:01 AM
Expires On: 10/5/2022
Bill To:
SANTA ANA, CALIFORNIA
SALESPERSON I Phone I EMAIL I DELIVERY METHOD j PAYMENT METHOD
Austin Sturdv I x I austin.sturdvCcilcivicolus.com I Net .90
QTY
Product Name
DESCRIPTION
PRODUCT
TYPE
1.00
CivicRec Annual Fee
CivicRec Annual Fee
Renewable
1.00
CivicRec AudioEye Enterprise
AudioEye Enterprise for CivicRec
Renewable
1.00
Document Management
Document Management Module: Enabled to allow
Renewable
customers to upload documents and staff to manage
records.
List P ite--y.-,.,rcai ' Total
i SID 3a458-7$
Total Investment - Year 1
USD 20,200.00
Annual Recurring Services - Year 2
USD 21,210.00
Fotal Days of Quote:365
1. This Statement of Work ("SOW") shall be subject to the terms and conditions of the CivicPlus Master Services
Agreement located at https://WWW.GiViCPIUS.com/master-services-agreemen ("MSX), to which this SOW is hereby
attached as the CivicRec Statement of Work. By signing this SOW, Client expressly agrees to the terms and conditions of
the MSA throughout the Term of this SOW.
2. This SOW shall remain in effect for an initial term equal to 365 days from the date of signing ("Initial Term"). In the
event that neither party gives 60 days' notice to terminate prior to the end of the Initial Term or any subsequent Renewal
Term, this SOW will automatically renew for an additional 1-year renewal term ("Renewal Term"). The Initial Term and all
Renewal Terms are collectively referred to as the "Term".
3. The Total Investment - Year 1 will be invoiced upon signing.
4. Annual Recurring Services shall be invoiced on the start date of each Renewal Term. Annual Recurring Services,
including but not limited to hosting, support and maintenance services, shall be subject to a 5% annual increase beginning
in year 2 of service. Client will pay all invoices within Net 30 days of the date of such invoice.
V, PD 06,01,2015-0048
Page 1 of 4
The Client's Annual Recurring Services Fees agreed upon herein are based on Client processing up to USD
1,078,330.56 of revenue per year ("Predicted Processing Volume"). Starting with the first Renewal Term of this
SOW, CivicPlus reserves the right (but not the obligation) to audit Client once every 12 months to determine
Client's actual processing volume ("Actual Processing Volume"), In the event Client's Actual Processing Volume
exceeds the Predicted Processing Volume, CivicPlus will notify client within 30 days of the audit of the Actual
Processing Volume and the applicable increase in the Annual Fees resulting from such Actual Processing
Volume. The increase in the Annual Fees shall be implemented the first of the month following the notice.
For the purposes of obtaining merchant account services through CivicPlus Pay, Client may choose to utilize
the designated merchant account for CivicRec through an integrated partnership with a merchant providers that
is within CivicPlus's network ("Partner Network"). In the event Client chooses a merchant account from the
Partner Network ("Integrated Partner"), Client will enter into a merchant account such Integrated Partner. Such
agreement's terms and conditions will solely enure to the benefit and obligation of Client; CivicPlus shall not be
a party to such agreement. In the event Client chooses an Integrated Partner merchant account provider,
CivicPlus will provide Client and Integrated Partner contact information to the other party for contracting
purposes, and shall integrate the Integrated Partner merchant account system at no additional charge to Client.
If Client desires to use an integrated merchant account processor gateway besides one of the integrated
Partners designated as members of the Partner Network, CivicPlus will provide Client with a list of approved
processors and an integration fee will be charged to Client. Client agrees to assume responsibility for ensuring
execution of a merchant account contract with Client's select merchant account provider, to comply with all
terms and conditions of such contract and pay all fees required to maintain the services. Client acknowledges
that the fees set forth in this SOW do not include any transaction, processing or other fees imposed by Client's
merchant account processor. Client is fully responsible for their relationship with their selected processor. In no
event will CivicPlus: (i) take part in negotiations, (ii) pay any fees incumbent on the Client or merchant account,
or (iii) acquire any liability for the performance of services of any chosen merchant account processor, including
those in the Partner Network. Client acknowledges switching to a different merchant account processor after
signing this SOW may incur additional fees and require a written and signed modification to this SOW. Client
shall continue to be responsible for negotiating and executing any merchant account agreement as described
herein for any additional merchant account processor changes.
When Client uses CivicPlus Pay, then Client may take online credit card payments for certain services or
products they provide via the Client websites supported by CivicPlus. As such, through CivicPlus Pay, CivicPlus
facilitates an automated process for redirecting credit card payments to Client's chosen payment gateways 1
merchant account processors. For card payments, CivicPlus will redirect any payments processing to the
Client's merchant account processor gateway, and the merchant account processor gateway presents the
payment form page and processes the card payment. CivicPlus does not transmit, process or store cardholder
data and does not present the payment form. CivicPlus implements and maintains PCI compliant controls for
the system components and applications that provide the redirection services only.
8. Client understands and agrees that CivicPlus is not liable for any failure of service or breach of security by any
merchant account processor gateway provider selected by Client, whether such provider is an Integrated
Partner or not.
9. Client is solely responsible for the updating and accuracy of their public -facing privacy policy.
10. Client acknowledges that any forms to be used in Document Management must be created in Document
Management, and such forms cannot be unencrypted or exported to un-encrypted modules.
11. Client shall complete a Privacy Impact Statement (PIA), which shall detail Client's privacy practices and policies
surrounding the use of, and any data stored within or collected by Document Management. Client further
warrants appropriate employees have been adequately trained on the use and deployment of Document
Management.
V. PD 06.01.2015-0048
Page 2 of 5
12. Client and CivicPlus each jointly acknowledge that for the duration of this SOW, CivicPlus shall serve as the
"Data Custodian" and is solely responsibility for the Security Controls, including safe custody, transport and
storage of data and Client shall serve as the "Data Owner", and is solely responsible for the Operational and
Privacy Specific Controls, including data collection, content, context, and use. Notwithstanding the foregoing,
Client acknowledges that CivicPlus cannot detect or prevent unauthorized individuals accessing any CivicPlus
system through use of valid log -in credentials as set up by Client. Client has sole responsibility for maintaining
the security of such log -in credentials and assigning and defining roles and permission to each individual end -
user.
13. Client acknowledges that due to the nature of the encryption employed in Document Management, CivicPlus
staff are unable to access any data submitted or stored within Document Management.
14. Client understands and agrees that Document Management is not intended to collect or store any credit card
information, or related identifiable or financial information and that Client shall not collect or store any such
information in Document Management. For the sake of clarity, Document Management is not PCI DSS or
HIPAA compliant, and Client shall not use it for PCI DSS or HIPAA purposes.
Signature Page to Follow
V. PD 06,01.2015-0048
Page 3of5
Acceptance
By signing below, the parties are agreeing to be bound by the covenants and obligations specified in this SOW and the
MSA terms and conditions found at: https://www,civici)lus.com/master-services-agreement.
IN WITNESS WHEREOF, the parties have caused this SOW to be executed by their duly authorized representatives as of
the dates below.
Client
civicPlus
By:
i
By�rr,
ri�C'�
Name:
Nanie:
Amy Vikander
Title:
Title:
Senior VP of Customer Success
Date:
Date:
1 1 /212022
V. PD O6.01.2015-0048
Page 4 of 5
Contact Information
`all documents must be returned: Master Service Agreement, Statement of Work, and Contact Information Sheet.
Organization URL
Street Address
Address 2
City State Postal Code
CivicPlus provides telephone support for all trained clients from 7am —7pm Central Time, Monday -Friday (excluding holidays).
Emergency Support is provided on a 2417/365 basis for representatives named by the Client. Client is responsible for
ensuring CivicPlus has current updates.
Emergency Contact & Mobile Phone
Emergency Contact & Mobile Phone
Emergency Contact & Mobile Phone
Billing Contact E-Mail
Phone Ext. Fax
Billing Address
Address 2
City State Postal Code
Tax ID # Sales Tax Exempt #
Billing Terms Account Rep
Info Required on Invoice (PO or Job #)
Are you utilizing any external funding for your project (ex. FEMA, CARES): Y [ j or N [ ]
Please list all external sources:
Contract Contact Email
Phone EXt. Fax
Project Contact Email
Phone Ext. Fax
V. PO 06.01.2015-0048
Page 5 of 5
Statement of Work for Santa Ana, CA
AUDIOEYE MANAGED
FOR CIVICREC
STATEMENT OF WORK
No. 1
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 CivicRec Statement
of Work (the "Agreement") between CivicPlus, LLC. ("CivicPlus") and Santa Ana, CA
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
By:
Name:
Title:
Date:
CivicPlus
By:
3rU1 �J -
Name: Amy Vikander
Title: Senior VP of Customer Success
Date: 1112I2022
The duration of this AudioEye Platform Subscription for CivicRec and this SOW shall begin at
signing and be co -termed and aligned with Client's CivicRec subscription.
2. SERVICES ORDERED & COSTS
AudioEye will provide the following SaaS Subscription:
Product I Subscription Cost
AudioEye Managed for CivicRec $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 September 27, 2022.
The subscription purchased herein applies only to a single domain (Client's CivicRec Instance).
Upon execution of this SOW, CivicPlus will invoice Client for the first year's Total Subscription Cost. If
needed, CivicPlus will pro -rate Client's first year's Total Annual Subscription Cost to match up with Client's
current CivicRec billing schedule. All renewal years Total Subscription Cost shall be invoiced on the date
of Client's current CivicRec billing schedule. The Parties acknowledge that the pricing herein is not in
addition to the amounts listed on Quote # Q-21327-1.
All payments shall be made in accordance with the terms and conditions of the Agreement. Invoices will be
expressed in US Dollars (USD).
The Services in this SOW shall apply to: _
SANTA ANA CALIFORNIA - CIVICREC
CIVICPLUS STATEMENT OF WORK-AUDIOEYE-v20200917
13. CONTACT INFORMATION
Technical Contact Information
Client will identify a project lead to function as a single point of contact for the project.
Name:
Email:
Phone:
Billing Contact Information
Invoices for fees, associated with this Agreement, should be sent to the following email
address(es):
Billing Email:
Contact Name: Billing Address 1:
Contact Email: Billing Address 1:
City:
Payment Method:
State/Zip:
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-v20200J17 3
STATEMENT OF WORK
APPENDIX A
Package Features I Services
Activation
Upon Activation, AudioEye to begin tracking usage analytics. AudioEye to conduct, at least,
monthly ongoing and continuous monitoring based on the usage analytics tracked by
AudioEye. This always -on monitoring ensures that the pages being accessed by end -users
— the pertinent pages relative to the end -user's experience - are being regularly prioritized
and evaluated for accessibility conformance. For the duration of the Term of the agreement
between the Parties, AudioEye will maintain the always -on monitoring service.
To ensure compliance with ADA Title ll/III, Section 504, Section 508 Information and
Communication Technology, and any future changes in conjunction with ADA-related laws &
guidelines, and any applicable state laws, AudioEye tests against internationally recognized
W3C Web Content Accessibility Guidelines (WCAG) 2.1 Level AA Success Criteria. These
tests are conducted through, both, automated and manual processes, which are facilitated
and managed through the Digital Accessibility Platform ("DAP"), AudioEye's proprietary
system for facilitating the Ally Managed Service solution.
AudioEye engineers do not make any changes to the web environment that impact the
visual display of the website. For any Success Criteria that cannot be met through the
application of fixes facilitated through the Digital Accessibility Platform and applied to the
frontend webs ite/application through the AudioEye JavaScript, AudioEye collaborates 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 Customer's site visitors.
AudioEye to provide the necessary tools and/or instruction, allowing Reseller and/or
Customer to implement fixes within the product source ("Source Remediation").
AudioEye Managed
Features/Services ( Details
WCAG
Accessibility
Reports
Automated Global
Remediations
Reporting available upon request for point -in -time compliance
status and WCAG conformance level.
Certain common issues of accessibility can be programmatically
detected and remediated by AudioEye Dynamic Remediation
Techno199)�,i
CIVICPLUS STATEMENT OF WORK - AUDIOEYE - v20200917
Monitoring
w
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
Live Training
User access to Accessibility Training Seminars covering various
Webinars
topics to encourage digital accessibility best practices and
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
Remediation Plan
addressing any accessibility complaints.
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)
0 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)
CIVICPLUS STATEMENT OF WORK-AUDIOEYE - v20200917 5
• English (United States)
• Portuguese (Brazil)
• English (United Kingdom)
. Russian (Russia)
• Finnish (Finland)
a 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.
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 remediates
issues of accessibility identified within Client website(s) and/or the platform hosting Client
CIVICPLUS STATEMENT OF WORK - AUDIOEYE - v20200917
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
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 webs ite/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
Remed iation").
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 V party content.
6. CLIENT RESPONSIBILITIES
Client will identify a project lead to function as a single point of contact for the project.
CIVICPLUS STATEMENT OF WORK - AUDIOEYE - v20200917
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. Frames 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).
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
NOTICE OF COMPLIANCE
CITY STAFF: PRINT THIS PAGE AND INCLUDE WITH AGREEMENT TO THE CLERK OF THE COUNCIL
Contractor
CivicPlus, LLC
Name:
Project
N-2022-336
Number:
Project AGREEMENT WITH CIVICPLUS, LLC, TO PROVIDE ACTIVITY
Name: AND SITE REGISTRATION SOFTWARE SERVICES
The Certificate of Insurance (COI) submitted indicates that the coverages are in
compliance with the insurance requirements. No further action is required at this time.
The compliant coverage(s) are:
EXPIRATION
TYPE OF INSURANCE POLICY NUMBER COI DATE FILE NAME
DATE
CivicPlus COI
AUTOMOBILE LIABILITY 73588792 05/17/2023 07/21/2022
22-23.pdf
CivicPlus, LLC
CYBER LIABILITY PR030018745600 04/30/2023 11/22/2022 COI 22-
23.PDF
CivicPlus, LLC
GENERAL LIABILITY 36025312 05/17/2023 11/22/2022 COI 22-
23.PDF
CivicPlus COI
TECHNOLOGY ERRORS AND OMISSIONS PRO30018745600 04/30/2023 07/21/2022
22-23.pdf
WORKERS COMPENSATION AND CivicPlus COI
2371749249 05/17/2023 07/21/2022
EMPLOYERS' LIABILITY 22-23.pdf
Thank you,
City of Santa Ana
Risk Management Division
in partnership with
CTrax Plus Services Team
11/23/2022 12:02 PM
NOTICE OF COMPLIANCE
CITY STAFF: PRINT THIS PAGE AND INCLUDE WITH AGREEMENT TO THE CLERK OF THE COUNCIL
Contractor
CivicPlus, LLC
Name:
Project
N-2022-336
Number:
Project AGREEMENT WITH CIVICPLUS, LLC, TO PROVIDE ACTIVITY
Name: AND SITE REGISTRATION SOFTWARE SERVICES
The Certificate of Insurance (COI) submitted indicates that the coverages are in compliance with
the insurance requirements. No further action is required at this time.
The compliant coverage(s) are:
TYPE OF POLICY EXPIRATION COI
FILE NAME
INSURANCE NUMBER DATE DATE
AUTOMOBILE
7037146018 05/17/2024 05/26/2023 CityofSantaAna_W29095547.pdf
LIABILITY
CYBER LIABILITY PR030018745601 04/30/2024 05/26/2023 CityofSantaAna_W29095547.pdf
CYBER LIABILITY PR030018745601 04/30/2024 05/26/2023 CityofSantaAna_W29095547.pdf
GENERAL
7037146004 05/17/2024 05/26/2023 CityofSantaAna_W29095547.pdf
LIABILITY
WORKERS
COMPENSATION
7037146035 05/17/2024 05/26/2023 CityofSantaAna_W29095547.pdf
AND EMPLOYERS'
LIABILITY
Thank you,
City of Santa Ana
Risk Management Division
in partnership with
CTrax Plus Services Team
5/31/2023 12:51 PM