HomeMy WebLinkAbout6091AGENDA BILL
CITY [)FBREMERTON
CITY COUNCIL 5u
SUBJECT: Amendment No. 1tuMaster
Services Agreement with CivioP|ueto
purchase Civic Ready
Study Session Date:
COUNCIL MEETING Date:
Department:
Presenter:
February 262020
Maroh4 2020
Information Services
-Dave Sorensen
SUMMARY: The City of Bremerton has utilized Civic Plus since 2014 for website hosting and
management. The City wishes to amend the Master Services Agreement by including the add on
purchase nfCivic Ready, amass notification service.
ATTACHMENTS: 1) Civic P|uaMGA; 2)Civic Ready SOW; and 3)Civic Ready Brochure
FISCAL IMPACTS (Include Budgeted Amount): 2O20($11.U40.Y[).This item ksincluded inthe
2020 Information Services Budget.
STUDY SESSION AGENDA: N Limited Presentation [] Full Presentation
STUDY SESSION ACTION: 0 Consent Agenda El General Business 0 Public Hearing
RECOMMENDED MOTION: Move toapprove Amendment No. 1to Master Services Agreement with
CivicPlus to purchase Civic Ready; and authorize the Mayor to finalize and execute the agreement
COUNCIL ACTION: PApprove
Form Updated 01/02/2018
0 Deny 0 Table El Continue F-1 No Action
cp
CivicPlus Quote#: Q-06333-1
302 South 4th St.Suite 500 Date: 12/5/2019 5:23 PM
Manhattan,KS 66502
us Expires On: 1/31/2020
Product: CivicReady
Ship To Bill To
Kelsie Donleycott Bremerton WA-CivicReady
Bremerton WA-CivicReady
SALESPERSON Phone EMAIL DELIVERY METHOD PAYMENT METHOD
Clint Gordon x(623) gordon@clvicplus.com Net 30
213-8877
Exhibit A.1 -Statement of Work
QTY PRODUCT NAME DESCRIPTION TOTAL
1.00 CivicReady Mass Notification Annual Fee CivicReady Mass Notification Annual Fee $9,764.00
1.00 CivicReady Implementation Fee CivicReady Implementation Fee $1,100.00
1.00 CivicReady Verified Residential Database CivicReady Verified Residential Database $182.70
Annual Fee Annual Fee
TOTAL: $11,046.70
Total Days of Quote:365
One Time Costs $1,100.00
Recurring Costs $9,946.70
*Recurring Costs stated herein are based upon the number of days stated above.
Upon renewal of this SOW, the Recurring Costs will reflect a 365 day calendar year
CivicPlus hereby provides unlimited license to Client to utilize CivicReady software(the"Service")for the term of this
SOW In consideration of the payments described herein. Client shall be responsible for all activity occurring under
Client's account(s)and shall abide by all applicable laws and regulations in connection with the use of any service or
license provided under this SOW. Client shall:(i) notify CivicPlus immediately of any unauthorized use of any password
or account or any other known or suspected breach of security; (ii)report to CivicPlus immediately and use reasonable
efforts to stop immediately any copying or distribution of Content that is known or suspected by Client; and (iii)not
impersonate another CivicPlus user or provide false identity information to gain access to or use the Service.
Term&Payment
1. Performance and payment under this SOW shall be subject to the terms&conditions of the Agreement by
and between Client and CivicPlus,to which this SOW is hereby attached.
2. This SOW shall remain in effect for a period of one year(12 months)from signing. In the event that neither
party gives 60 days' notice to terminate during the initial or any subsequent renewal term,this Agreement
will automatically renew for an additional 1-year Renewal Term.
V.PD 06.01.2015-0048
Page 1 of 6
3. The First Year Fees(sum of One Time Cost and Recurring Cost)shall be invoiced upon signing of this SOW.
4. Renewal Term Annual Fees(Recurring Costs)shall be invoiced on the date of signature of relevant calendar
years.Annual services are subject to a 3%annual increase beginning in the third year of service.
5. The Client will be invoiced electronically through email. Upon request CivicPlus will mail invoices and the
Client will be charged a$5.00 convenience fee.
CivicReady Functionality
1. CivicReady provides the ability for Client to generate high-speed notifications to listed databases through an
Internet-hosted software application.Client's database(s)shall be limited to containing contact data located
within the geographic boundaries of Bremerton WA-CivicReady. Licensee may only place calls via the
system to telephone numbers assigned within the 48 contiguous United States of America.
CivicReady Appropriate Use of Service
1. Client agrees to use Service in ways that conform to all applicable laws and regulations.Client agrees not to
make any attempt to gain unauthorized access to any of CivicPlus'systems or networks. Client agrees that
CivicPlus shall not be responsible or liable for the content of messages created by Client, or by those who
access Service,or otherwise delivered by Service on behalf of Client.
2. Client shall be responsible for compliance with all applicable laws regarding outbound telemarketing including
State and Local telemarketing laws and requirements. Client will be solely responsible and liable for any such
violations.
CivicReady Security and Confidentiality
1. CivicPlus will use commercially reasonable practices and standards to secure and encrypt data
transmissions. Client understands that CivicPlus is providing Service on the World Wide Web through
an upstream third party Internet Service Provider, using public utility services which may not be secure.
Client agrees that CivicPlus shall not be liable to Client in the event of any interruption of service or lack of
presence on the Internet as a result of disruption by the third party Internet Service Provider or public utility.
Client agrees that CivicPlus cannot guarantee the integrity of Client supplied or user supplied data.Any
errors, duplications,or inaccuracies related to the Client or user supplied data will be the responsibility of the
Client.
2. CivicPlus acknowledges the confidential nature of Client and user supplied data and agrees to prevent the
disclosure to the public or to anyone not employed by CivicPlus,any confidential data. Data collected by
CivicPlus will remain secured and will only be released upon mutual agreement by both parties or a court
order.Client agrees that private citizens may voluntarily contribute their contact information to be used in
Service,and CivicPlus shall maintain a database of such information.
Account Information and Privacy
1. CivicPlus does not own any data, information or material that Client submit to the Service in the course of
using the Service("Client Data"). Client, not CivicPlus, shall have sole responsibility for the accuracy,quality,
integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Client
Data,and CivicPlus shall not be responsible or liable for the deletion, correction,destruction,damage, loss
or failure to store any Client Data. CivicPlus reserves the right to withhold, remove and/or discard Client Data
without notice for any breach, including, without limitation, Client's non-payment. Upon termination for cause,
Client's right to access or use Client Data immediately ceases,and CivicPlus shall have no obligation to
maintain or forward any Client Data.
Intellectual Property Ownership
1. CivicPlus alone shall own all right,title and interest, including all related Intellectual Property Rights, in and to
the CivicPlus Technology,the Content and the Service and any suggestions, ideas, enhancement requests,
feedback, recommendations or other information provided by Client relating to the Service.This Agreement
is not a sale and does not convey to Client any rights of ownership in or related to the Service,the CivicPlus
Technology or the Intellectual Property Rights owned by CivicPlus.The CivicPlus name,the CivicPlus logo,
V.PD 06.01.2015-0048
Page 2 of 6
and the product names associated with the Service are trademarks of CivicPlus, and no right or license
is granted to use them. Client may use CivicPlus'name or trademarks(CivicPlus)for promotion, publicity
or other commercial purposes with our prior written consent.All other trademarks not owned by CivicPlus
that appear on this site are the property of their respective owners,who may or may not be affiliated with,
connected to, or sponsored by CivicPlus.
Representations&Warranties
1. Each party represents and warrants that it has the legal power and authority to enter into this Agreement.
This service is provided on an"AS-IS" basis without warranty(express or implied, including merchantability,
fitness for a particular purpose and non-infringement of third party rights).We will use commercially
reasonable efforts to maintain continuous access but will not be responsible for events beyond our control.
2. Client represent and warrant that Client has not provided any false information to gain access to the Service
and that Client's billing information is correct.
Disclaimer of Warranties
1. CIVICPLUS MAKES NO REPRESENTATION,WARRANTY,OR GUARANTY AS TO THE RELIABILITY,
TIMELINESS, QUALITY,SUITABILITY, TRUTH, AVAILABILITY,ACCURACY OR COMPLETENESS OF
THE SERVICE OR ANY CONTENT. CIVICPLUS DOES NOT REPRESENT OR WARRANT THAT(A)
THE USE OF THE SERVICE WILL BE SECURE,TIMELY, UNINTERRUPTED OR ERROR-FREE OR
OPERATE IN COMBINATION WITH ANY OTHER HARDWARE,SOFTWARE,SYSTEM OR DATA, (B)THE
SERVICE WILL MEET CLIENT'S REQUIREMENTS OR EXPECTATIONS, (C)ANY STORED DATA WILL
BE ACCURATE OR RELIABLE, (D)THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION,
OR OTHER MATERIAL PURCHASED OR OBTAINED BY CLIENT THROUGH THE SERVICE WILL MEET
CLIENT'S REQUIREMENTS OR EXPECTATIONS, (E)ERRORS OR DEFECTS WILL BE CORRECTED,
OR(F)THE SERVICE OR THE SERVER(S)THAT MAKE THE SERVICE AVAILABLE ARE FREE OF
VIRUSES OR OTHER HARMFUL COMPONENTS.THE SERVICE AND ALL CONTENT IS PROVIDED TO
CLIENT STRICTLY ON AN"AS IS" BASIS. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES,
WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION,
ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR
NON-INFRINGEMENT OF THIRD PARTY RIGHTS,ARE HEREBY DISCLAIMED TO THE MAXIMUM
EXTENT PERMITTED BY APPLICABLE LAW BY CIVICPLUS.
Internet Delays
1. CIVICPLUS' SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS,AND OTHER PROBLEMS
INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS.CIVICPLUS IS
NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING
FROM SUCH PROBLEMS.
V PD 06.01.2015-0048
Page 3 of 6
Addendum 1 to Exhibit A.1 —Services Provided
Services provided by CivicPlus to the Client under this agreement include the following:
Access: CivicPlus hereby grants a nonexclusive license during the term of the Agreement for the Client to access, use
and display the CivicPlus item(s)listed in the SOW in accordance with the terms of the Agreement. Excluding occasional
maintenance, the Software shall be available 24 hours per day, seven days per week with a guaranteed uptime of 99%.
The Portal is accessible via the public Internet from any device with an Internet connection and browser. .
Documentation:All CivicPlus startup and user's guides are maintained electronically in the system and can be accessed
through the"Help Center"from within CivicPlus. CivicPlus does not provide paper copies of its guides and help files.
Data Backups: CivicPlus currently performs backups daily of all of its data(6:00 AM). In case of emergency, CivicPlus
may restore data to the point of the previous backup.
Enhancements: New features will be added throughout the term of this Agreement. Client will have full access to
all of these new features without additional charge.Client is also encouraged to submit change requests as they see
opportunities for improvement. CivicPlus will attempt to implement any and all changes that improve the value of CivicPlus
to all of our Clients at no charge. Notwithstanding the foregoing, all custom work will be estimated and agreed upon in
writing by the parties hereto prior to work start.
Client Support: CivicPlus shall provide an online utility for problem reports and change requests. Client may also
reach CivicPlus by phone at 1-800-335-1863 between the hours of 7:00 AM and 7:00 PM Central Standard Time,
Monday through Friday and excluding national holidays. E-mail support is also available at support@CivicPlus.com. Non-
emergency after-hours support may be subject to additional fees. Emergencies will be handled as soon as possible.
Enhancement requests will be queued based on priority and implemented on a schedule. CivicPlus shall have sole and
absolute discretion as to whether support requests exceed reasonable use or exceed the scope of services outlined in this
Agreement.
Data: In the event Client no longer wishes to use CivicPlus, CivicPlus will export Client data based on a requested format
(in most cases). If the data exporting request is initiated by Client, additional fees may apply. All work will be estimated
and agreed upon in writing by the parties hereto prior to work start.
V.PD 06.01.2015-0048
Page 4 of 6
Acceptance
We, the undersigned, agreeing to the conditions specified in this document, understand and authorize
the provision of services outlined in this Agreement.
Client CivicPlus
By: l/•�,�,.�,, By:
c)
Name: Greg Wheeler Name:
Title: Mayor Jeff Logan
Date: 3 it* 12,o Title:
Vice President of Sales
Date:
3/10/2020
V.PD 06.01.2015-0048
Page 5 of 6
Contact Information
'all documents must be returned:Master Service Agreement,Statement of Work,and Contact Information Sheet.
Organization City of Bremerton URL https://www.bremertonwa.gov/
Street Address 345 6th Street,STE 100
Address 2
cry Bremerton State WA Postal Code 98337
CivicPlus provides telephone support for all trained clients from 7am—7pm Central Time,Monday-Friday(excluding holidays).
Emergency Support is provided on a 24l71365 basis for representatives named by the Client. Client is responsible for
ensuring CivicPlus has current updates.
Emergency Contact&Mobile Phone Dave Sorensen 360-473-5472
Emergency Contact&Mobile Phone
Emergency Contact&Mobile Phone
Billing Contact Kelsie Donleycott E-Mail kelsie.donleycott@ci.bremerton.wa.us
Phone 360-473-5319 Ext. Fax
Billing Address 345 6th Street STE 100
Address 2
City Bremerton State WA Postal Code 98337
Tax ID# 91-6001231 Sales Tax Exempt#
Billing Terms Account Rep
Info Required on Invoice(PO or Job#)
Contract Contact Melinda Monroe Email melinda.monroe@ci.bremerton.wa.us
Phone 360-473-5306 Ext. Fax
Project Contact Kelsie Donleycott Email
Phone Ext. Fax
V.PD 06.01.2015-0048
Page 6 of 6
ca
CivicPlus
302 South 4th St.Suite 500
Manhattan,KS 66502
US
Master Services Agreement:
Bremerton WA
THIS Master Services Agreement("Agreement")is agreed to by and between CivicPlus,LLC.,d/b/a CivicPlus("CivicPlus")and
Bremerton WA;("Client")(referred to individually as"Party"and jointly as"Parties")and shall be effective as of the later date of
signing indicated at the end of this Agreement("Effective Date").
RECITALS
I.WHEREAS,CivicPlus is engaged in the business of developing,marketing and selling custom community engagement and
government management platforms and services that include but are not limited to web sites,web interfaces and portals and
proprietary software systems and associated modules;in addition to project development,design,implementation,support and hosting
services for same;
IL WHEREAS,Client wishes to engage in a relationship with CivicPlus for such services and/or license for the development and use
of proprietary software developed and owned by CivicPlus;
M. WHEREAS,Client and CivicPlus have agreed to certain terms as set forth in this Agreement by this written instrument duly
executed by the Parties;
NOW,THEREFORE,Client and CivicPlus agree as follows:
Term&Termination
1.This Agreement shall commence on the date set forth below and shall remain in full force and effect during the term of any
associated or attached Statement of Work("SOW")between CivicPlus and Client.This Agreement and any associated or attached
SOW will continue under the conditions set forth herein until terminated by either Party as specifically authorized herein.
2.Either Party may terminate this Agreement or any associated SOW at the end of the SOW term by providing the other Party with 60
days'written notice prior to the SOW renewal date.
3.Upon termination of this Agreement or any associated or attached SOW,the licenses granted for such relevant SOW by Section 15,
below,will terminate;Client shall cease all use of the CivicPIus Property(as defined herein)associated with the terminated SOW.
4.Notwithstanding the above,in the event this Agreement or any SOW is terminated,for any reason,prior to payment in full being
made by Client for work completed by CivicPlus,any outstanding invoices or future planned billing for the development of Client's
chosen government management platform and/or services,as defined in the SOW("Project Development"),shall immediately become
due in full.
Statements of Work
Page 1 of 5
5,CivicPlus agrees to perform services and/or produce deliverables in accordance with the SOW in consideration of the fees owed by
Client in described in the same SOW.Multiple and successive SOW may be entered into and shall be attached hereto.Such SOWs are
incorporated into this Agreement by reference and subject to the terms&conditions contained herein pursuant to Section 27.
Invoicing&Payment Terms
6.Invoices shall be sent electronically to the individual/entity designated in the SOW's contact sheet,to be filled out and submitted
by Client.Client shall provide accurate,current and complete information of Client's legal business name,address,email address,and
phone number,and maintain and promptly update this information if it should change.Upon request CivicPlus will mail invoices,and
the Client will be charged a$5.00 convenience fee.
7.Payment is due 30 days from date of invoice.Unless otherwise limited by law,a finance charge of 1.5 percent(%)per month or
$5.00,whichever is greater,will be added to past due accounts.Payments received will be applied first to finance charges,then to the
oldest outstanding invoice(s).
8.If the Client's account exceeds 60 days past due,support will be discontinued until the Client's account is made current.If the
Client's account exceeds 90 days past due,Annual Services will be discontinued,and the Client website,modules,interfaces or portals
will no longer be active until the Client's account is made current.Client will be given 30 days'notice prior to discontinuation of
services for non-payment.
9.If the Client requests a change in the timeline set forth and agreed upon at the beginning of the services,and such change causes
CivicPlus to incur additional expenses(i.e.airline change fees,consultant fees),Client agrees to reimburse CivicPlus for those fees.
Not to exceed$1,000 per CivicPlus resource per trip.CivicPlus shall notify Client prior to incurring such expenses and shall only
incur those expenses which are approved by Client.
Ownership&Content Responsibility
10.Upon full and complete payment of submitted invoices for any SOW Project Development Fees,Client will own the website
graphic designs,webpage or software content,module content,importable/exportable data,and archived information as created by
CivicPlus on behalf of Client pursuant to this Agreement("Customer Content").
11.Upon completion of any SOW Project Development,Client will assume full responsibility for website,software or module content
maintenance and administration.Client,not CivicPlus,shall have sole responsibility for the accuracy,quality,integrity,legality,
reliability,appropriateness,and intellectual property ownership or right to use of all Customer Content.
12.Client agrees that CivicPlus shall not migrate,convert,or port content or information that could reasonably be construed to be
time-sensitive,such as calendar or blog content,in any Project Development.
13.Client will make a reasonable attempt to work with CivicPlus,if requested,to create a news item to be released in conjunction
with their project Go-Live date.Client will provide CivicPlus with contact information for local and regional media outlets.CivicPlus
may use the press release in any marketing materials as desired throughout the term of this Agreement.
Intellectual Property&Ownership
14.Intellectual Property of any software or other original works created by or licensed to CivicPlus prior to the execution of this
Agreement("CivicPlus Property")will remain the property of CivicPlus.Client shall not(i)license,sublicense,sell,resell,reproduce,
transfer,assign,distribute or otherwise commercially exploit or make available to any third party any CivicPlus Property in any
way;(ii)modify or make derivative works based upon any CivicPlus Property;(iii)create Internet"links"to the CivicPlus Property
software or"frame"or"mirror"any CivicPlus Property administrative access on any other server or wireless or Internet-based device;
or(iv)reverse engineer or access any CivicPlus Property in order to(a)build a competitive product or service,(b)build a product
using similar ideas,features,functions or graphics of any CivicPlus Property,or(c)copy any ideas,features,functions or graphics of
Page 2 of 5
any CivicPlus Property.The CivicPlus name,the CivicPlus logo,and the product and module names associated with any CivicPlus
Property are trademarks of CivicPlus,and no right or license is granted to use them.
15.Provided Client complies with the terms and conditions herein,the relevant SOW,and license restrictions set forth in Section 14,
CivicPlus hereby grants Client a limited,nontransferable,nonexclusive,license to access and use the CivicPlus Property associated
with any valid and effective SOW associated with this Agreement,for the term of the respective SOW.
Indemnification
16.To the extent permitted by the law of Client's state,Client and CivicPlus shall defend,indemnify and hold the other Party, its
partners,employees,and agents harmless from and against any and all lawsuits,claims,demands,penalties,losses,fines,liabilities,
damages,and expenses including attorney's fees of any kind,without limitation,arising out of the negligent actions and omissions,
or intentionally malicious actions or omissions of the indemnifying Party or its partners,employees,and agents,directly associated
with this Agreement and the operations and installation of software contemplated by this Agreement.This section shall not apply to
the extent that any lawsuits,claims,demands,penalties,losses,fines,liabilities,damages,and expenses is caused by the negligence or
willful misconduct on the part of the other Party.
Client Responsibilities
17.CivicPlus will not be liable for any act,omission of act,negligence or defect in the quality of service of any underlying carrier,
licensor or other third-party service provider whose facilities or services are used in furnishing any portion of the service received by
the Client.
18.CivicPlus will not be liable for any failure of performance that is caused by or the result of any act or omission by Client or any
entity employed/contracted on the Client's behalf.
19.Client agrees that it is solely responsible for any solicitation,collection,storage,or other use of end-users'personal data on any
website or online service provided by CivicPlus.Client further agrees that CivicPlus has no responsibility for the use or storage of
end-users'personal data in connection with the website or the consequences of the solicitation,collection,storage,or other use by
Client or by any third party of personal data.
20.To the extent it may apply to any service or deliverable of any SOW,user logins are for designated individuals chosen by Client
("Users")and cannot be shared or used by more than one User.Client will be responsible for the confidentiality and use of User's
passwords and User names.Client will also be responsible for all electronic communications,including those containing business
information,account registration,account holder information,financial information,Client data,and all other data of any kind
contained within emails or otherwise entered electronically through any CivicPlus Property or under Client's account.CivicPlus will
act as though Client will have sent any electronic communications it receives under Client's passwords,user name,and/or account
number.Client shall use commercially reasonable efforts to prevent unauthorized access to or use of any CivicPlus Property and shall
promptly notify CivicPlus of any unauthorized access or use of any CivicPlus Property and any loss or theft or unauthorized use of
any User's password or name and/or user personal information.
21. Client shall comply with all applicable local,state,and federal laws,treaties,regulations,and conventions in connection with its
use of any of the services or CivicPlus Property.
Limitation of Liability
22.CivicPlus'liability arising out of or related to this Agreement,or any associated SOW,will not exceed the Annual Services Fee
paid by Client in the year prior to such claim of liability.
23.In no event will CivicPlus be liable to Client for any consequential,indirect,special,incidental,or punitive damages arising out of
or related to this Agreement.
Page 3 of 5
24.The liabilities limited by Section 22 and 23 apply:(a)to liability for negligence;(b)regardless of the form of action,whether in
contract,tort,strict product liability,or otherwise;(c)even if Client is advised in advance of the possibility of the damages in question
and even if such damages were foreseeable;and(d)even if Client's remedies fail of their essential purposes.If applicable law limits
the application of the provisions of this Limitation of Liability section,CivicPlus' liability will be limited to the maximum extent
permissible.
Force Majeure
25.No party shall have any liability to the other hereunder by reason of any delay or failure to perform any obligation or covenant
if the delay or failure to perform is occasioned by force majeure,meaning any act of God,storm,fire,casualty,unanticipated work
stoppage,strike,lockout,labor dispute,civic disturbance,riot,war,national emergency,act of public enemy,or other cause of similar
or dissimilar nature beyond its control.
Taxes
26.It is CivicPlus'policy to pass through sales tax in those jurisdictions where such tax is required.If the Client is tax-exempt,the
Client must provide CivicPlus proof of their tax-exempt status,within fifteen(15)days of contract signing,and the fees owed by
Client under this Agreement will not be taxed.If the Client's state taxation laws change,the Client will begin to be charged sales tax
in accordance with their jurisdiction's tax requirements and CivicPlus has the right to collect payment from the Client for past due
taxes.
Other Documents
27.The following,if applicable,are to be attached to and made part of this Agreement:
a.Any Addendum and/or Amendments to this Agreement signed by both Parties;
b.Exhibit A-Statement(s)of Work;
b.Service Agreement Sales Forms;
c.Service Agreements previously executed between the Parties;and
d.Custom Development/Retainer Agreement
28.In the event of conflict with an attachment to this Agreement,this main body of this Agreement will govern.Notwithstanding the
foregoing,no SOW or other attachment incorporated into this Agreement after execution of this main body of this Agreement will be
construed to amend this main body unless it specifically states its intent to do so and cites the section or sections amended.
29.This Agreement and all attachments hereto sets forth the entire agreement of the Parties and supersedes all prior or
contemporaneous writings,negotiations,and discussions with respect to its subject matter.
Interlocal Purchasing Consent
30.With the prior approval of CivicPlus,which may be withheld for any or no reason within CivicPlus' sole discretion,this
Agreement and any attached SOWs may be extended to any public entity in Client's home-state to purchase at the SOW prices and
specifications in accordance with the terms stated herein.
Miscellaneous Provisions
31.The invalidity,in whole or in part,of any provision of this Agreement shall not void or affect the validity of any other provision of
this Agreement.
Page 4 of 5
32.No amendment,assignment or change to this Agreement or any included SOW shall be effective unless by a written instrument
executed by each of the Parties.
33.This Agreement may be executed in one or more counterparts.Each counterpart will be an original,but all such counterparts will
constitute a single instrument.
34.Each person signing this Agreement represents and warrants that he or she is duly authorized and has legal capacity to execute
and deliver this Agreement.Each Party represents and warrants to the other that the execution and delivery of the Agreement and the
performance of such Parry's obligations hereunder have been duly authorized and that the Agreement is a valid and legal agreement
binding on such Party and enforceable in accordance with its terms.
Acceptance
We,the undersigned,agreeing to the conditions specified in this document,understand and consent to the terms&conditions of this
Agreement.
Client CivicPlus
By: W ,o,-- Dild By: _c) Kt t—
Name: Gn, LJ1,,,t.e., ex Name: Jeff Logan
Title: 1`A,(kilo t; Title: VP of Sales
Date: stall Z02..o Date: March 10, 2020
Please sign and email to Clint Gordon at gordon@civicplus.com or fax to
Sign and E-mail the
entire
contract with exhibits to:
mato:COiiii tit.is tI,civicplu .con
Signature pages sent without the entire contract attached will not be accepted.We will
e-mail a counter-signed copy of the contract back to you once we begin your project
CivicPlus does not require a physical copy of the contract, however,if you would like a
physical copy of the contract,mail one(1)copy of the contract with original signature to:
CivicPlus Contract Manager
302 S.4th Street,Suite 500
Manhattan, KS 66502
Upon receipt of signed original,we will counter-sign and return the copy for your files.
Page 5 of 5
Addendum to the Agreements by and between CivicPlus, LLC and Bremerton,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 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.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.AMENDMENTS
The terms and conditions of the Agreement are hereby amended as follows:
MSA#2 Either Party may terminate this Agreement or any associated SOW during the SOW term by
providing the other Party with 80 days'written notice.
MSA#22 This section intentionally omitted.
MSA#23 This section intentionally omitted.
MSA#24 This section intentionally omitted.
2.ADDITIONAL TERMS
35. CivicPlus shall provide a Certificate of Insurance evidencing Commercial General Liability insurance written on an occurrence
basis with limits no less than$1,000,000 combined single limit per occurrence and general aggregate;and Cyber insurance with
limits no less than$1,000,000 per claim and in the aggregate.
36. Governing Law. This Agreement shall be governed and construed in accordance with the laws of the State of Washington. If
any dispute arises between the City and Vendor under any of the provisions of this Agreement,resolution of that dispute shall be
available exclusively under the jurisdiction,venue and rules of the Kitsap County Superior Court, Kitsap County,Washington.
Acceptance
We,the undersigned,agreeing to the conditions specified in this document,understand and consent to the terms&conditions
of this Addendum.
Client CivicPlus
By: )4J.A. By:
Name: Grec�l,•5\n,`eAes" Name: Jeff Logan
Title: tAa,,.yo r Title: VP of Sales
Date: 3 \to 2Q 2A Date: March 10, 2020
Addendum to Master Services Agreement