HomeMy WebLinkAboutCivicPlusepService & License Agreement Information
Contact Information
organisation Town of Los Altos Hills URL www.losaltoShillS.Ca.gov
Straet AEdress 26379 Fremont Road
Address
city Los Altos Hills
state CA cod.Postal 94022
CivicPlus provides telephone support for all trained dients hon ]am —7pm Central Time, Monday -Friday (excluding holidays). Emergency
Support is provided on a 24/71365 basis for representatives named by the Client. Glias is respornible for ensuring CivicPlus has current
updates.
Emergency Contact & Mobile Phone Deborah Padovan 650-823-0055
Emergency Contact & Mobile Phone
Emergency Contact & Mobile Phone
Billing Contact Deborah Padovan
E -Mail dpadovan@losaltoshills.ca.gov
Phone 650-947-2513
Ext. Fax 650-941-3160
Billing Address Town of Los Altos Hills, 26379 Fremont Road
Address
city Los Altos Hills
ST CA coater 94022
Tax ID# 94-6027523
Sales Tax
Exempt#
Tums Annual
AccBilling
'a, Phil Carselowe
Rep Y
Info Required on Invoice (PO or Job #)
Contract Contact Deborah Padovan
Email dpadovan@losaltoshills.ca.gov
Phone 650-947-2513
Ext, Fax
P100otcoMact Same as above
Email
Phone
Ext. Fax
CivicPlus - 302 S. 4" Street, Suite 500 • Manhattan, KS 66502 • v .CivicPlus.com
Toll Free 888-2284233 - Accounting 6d. 291 - Support Eo. 307 - Fax 785587-8951
V
C;) Service & License Agreement for Los Altos Hills
Project Development Terms & Conditions
Affirmative Obligations
1. In exchange for Total Fees Year 1, CivicPlus will provide the Client with website design/production services and
implementation as outlined in Exhibit A.1.
2. After 48 consecutive months under the terms of this contract and associated pricing, Client volt be fully eligible for a CivicPlus
Basic Redesign at no additional cost, as outlined in Exhibit B.
3. CivicPlus will provide Client with the hosting services as outlined in Exhibit C and Support and Maintenance Services as
outlined in Exhibit D.
4. CivicPlus will use commercially reasonable efforts to make GCMS available with a monthly uptime percentage of at least
99.7% during any monthly billing cycle. In the event that CivicPlus does not meet this service commitment, the Client will be
eligible for a service credit as described in greater detail in Exhibit E.
Invoicing & Payment Terms
5. As detailed in Exhibit A.1 — Project Development Scope of Work, one half of the total First Year Fee will be invoiced at the
completion of the following phases:
a. Phase 2: Website Layout— one hall of the Total Fees Year 1.
b. Phase 4: Customized Website Training -the remaining half of the Total Fees Year 1.
The total contract price will not exceed the amount of $26,955.
6. Year 2 Annual Services will be invoiced one (1) year from contract signing.
7. Each year this Agreement is in effect, a technology investment, not to exceed, 5 percent (%) of the total Annual Services costs
will be applied.
B. Payment is due 30 days from date of invoice. Unless otherwise limited by law, a finance charge of 2.9 percent (%) per month
or $5.00, whichever is greater, will be added to past due accounts. Payments received volt be applied first to finance charges,
then to the oldest outstanding invoice(s).
9. Client allows CwicPlus to display a "Government Websites by CivicPlus" insignia, and web link at the bottom of their web
pages. Client understands that the pricing and any related discount structure provided under this Agreement assumes such
perpetual permission.
10. If a client change in timeline causes CivicPlus to incur additional expenses (i.e. aidine change fees), Client agrees to
reimburse CivicPlus for those fees. Not to exceed $1,000 per CivicPlus resource per trip.
Agreement Renewal
11. This Agreement shall remain in effect for a period of one year (12 months) from signing. In the event that neither party gives
60 days' notice prior to the end of the initial or any subsequent term, CivicPlus will invoice the Client for the next years annual
services. Upon receipt of the invoice the Client may choose to pay the invoice and renew the contract for an additional 12
months or may give notice of termination.
12. Either party may terminate the agreement by providing the other party with 60 days written notice prior to the contract renewal
dale.
13. In the event of early termination of this Agreement by the Client after project Go Live, Client forfeits eligibility for the CP Basic
Redesign and payment of services rendered (annual services will be prorated) is due within 15 days of termination.
14. This Agreement may be extended to any municipality in the State of California to purchase at Agreement prices in accordance
with the terms stated herein.
Ownership & Content Responsibility
15. Upon full and complete payment of submitted invoices for the Project Development and launch of the website, Client will own
the Customer Content (defined as website graphic designs, the page content, all module content, all importable/exportable
data, and all archived information).
16. Upon completion of the development of the site, Client will assume full responsibility for website content maintenance and
content 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.
Page 1 of 3
ClAoPlus" 302 S. 4th Street, Suite 500" Manhattan, KS 66502 • www.ClvicPlus.min
Toll Free 888-228-2233 "Accounting Ext. 291 • Support Ed. 307" Fax 785-587b951
V. PD 06.01.2015-0089
V 4
Cp Service & License Agreement for Los Altos Hills
Intellectual Property
17. Intellectual Property of the CivicPlus Government Content Management System (GCMSl will remain the property of
Civieplus.
18. Client shall not (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make
available to any third party the GCMS® software in any way; (ii) modify or make derivative works based upon the GCMS&
software; (iii) create Internet "links" to the GCMS® software or'frame" or "mirror" any GCMS® administrative access on any
other server or wireless or Internet -based device; or (iv) reverse engineer or access the GCMSO software in order to (a) build
a competitive product or service, (b) build a product using similar ideas, features, functions or graphics of the GCMSO
software, or (c) copy any ideas, features, functions or graphics of the GCMSO software. The CivicPlus name, the CivicPlus
logo, and the product and module names associated with the GCMS® software are trademarks of CivicPlus, and no right or
license is granted to use them.
Breach
19. If ClvicPlus materially breaches any of the terms of this Agreement, Client's remedies shall include, but not be limited to, the
follovdng:
a. Terminate the Agreement if the breach has not been cured within 30 days of notice of the breach;
b. Retain the customer content prepared by CivicPlus pursuant to this Agreement;
c. Retain a different consultant to complete the work described in Exhibit A.1 not finished by CivicPlus.
Indemnification
20. CivicPlus shall indemnify, defend (with counsel acceptable to the Client), and hold harmless the Client and its elected and
appointed officers, officials, employees, agents, contractors and consultants (collectively, the "Client Indemnitees") from and
against any and all liability, loss, damage, claims, expenses and costs (including, without limitation, attorneys' fees and costs
of litigation) (collectively, "Liability") of every nature arising out of or in connection with CivicPlus' performance of the work or
CivicPlus' failure to comply with this Agreement, except such Liability caused by the gross negligence or willful misconduct of
the Client Indemnitees.
Liabilities
21. CivicPlus will not be liable for any act, omission of act, negligence or defect in the quality of service of any underlying carrier or
other service provider whose facilities or services are used in furnishing any portion of the service received by the Client.
22. 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.
23. Client agrees that it is solely responsible for any solicitation, collection, storage, or other use of end-users' Personal Data on
the website. 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.
Insurance
24. Prior to beginning the Work and continuing throughout the term of this Agreement, CivicPlus (and any subcontractors) shall, at
CivicPlus' (or subcontractor's) sole cost and expense, furnish the Client with certificates of insurance evidencing that CivicPlus
has obtained and maintains insurance in the following amounts:
a. Workers' Compensation that satisfies the minimum statutory limits.
b. Commercial General Liability and Property Damage Insurance in an amount not less than ONE MILLION DOLLARS
($1,000,000) combined single limit per occurrence, TWO MILLION DOLLARS ($2,000,000) annual aggregate, for bodily
injury, property damage, products, completed operations and contractual liability coverage. The policy shall also include
coverage for liability arising out of the use and operation of any Client -owned or Client -furnished equipment used or
operated by CivicPlus, its personnel, agents or subcontractors.
c. Comprehensive automobile insurance in an amount not less than ONE MILLION DOLLARS ($1,000,000) per occurrence
for bodily injury and property damage including coverage for owned and non -owned vehicles.
J. Where applicable, Professional Liability Insurance in an amount not less than ONE MILLION DOLLARS ($1,000,00(3)
covering the licensed professionals' enors and omissions.
Page 2 of 3
CMcPIw • 302 S. 4th Street, Suite 500 • Manhattan, KS 66502 • www CivicPlus.corn
Toll Free 888-228-2233 • Accounting EM. 291 • Support Ext. 307 • Fax 785-587-8951
V. PD 06.01.2015-0089
4
C;) Service & License Agreement for Los Altos Hills
25. All insurance policies shall be written on an occurrence basis and shall name the Client Indemnitees as additional Insureds.
Any Client Insurance shall be secondary and in excess to ClvICPIus' Insurance. If CivicPlus' insurance policy includes a self-
insured retention that must be paid by a named insured as a precondition of the insurers Ilabllity, or which has the effect of
providing that payments of the self -Insured retention by others, Including additional insureds or insurers do not serve to satisfy
the self-insured retention, such provisions must be modified by special endorsement so as to not apply to the additional
Insured coverage required by this agreement so as to not prevent any of the parties to this agreement from satisfying or
paying the self-insured retention required to be paid as a precondition to the insurols liability. ClvicPlus will provide the City
with 30 days written notice of intention to cancel or change the policy. Additionally, the cedificates of insurance must note
whether the policy does or does not Include any self -Insured retention and also must disclose the deductible. The Client's Risk
Manager may waive or modify any of the insurance requirements of this section.
Acceptance
We, the undersigned, agreeing to the conditions specified in this document, understand and authorize the provision of services
outlined In this Agreement.
Chant Date ate I ��--�—
s-s-zots
and E-mail the anti re contract with a rhl bits to:
SaleswoM'natoreACrAcIclus oom
We will e-mail a counter -signed copy of the contract back to you so" can begin your project.
CIVICPIns does not require a physical copy of the contract, however, If you would Ilk. a physical
copy of the contract, mall one (1) copy of the contract with original signature to:
CivlcPlus Contract Manager
302 S. 41° Street, Suite 500
Manhattan, KS 66502
Upon receipt of signed original, we will counter -sign and return the copy for your files.
CIvlcPlus • 302 S. 4th Street, Suite 500- Manhattan, KS 66502 - www.CiA.Plue.00m
Toll Free 086 -22&2233 -Accounting Ext 291 - Support EM. 307 • Fax 285-587-0951
V. PD 06.01.2015-0989
Page 3 of 3
V 4
Cp Service & License Agreement for Los Altos Hills
25. All insurance policies shall be written on an occurrence basis and shall name the Client Indemnitees as additional insureds.
Any Client insurance shall be secondary and in excess to CivicPlus' insurance. If ClvicPlus' insurance policy includes a self-
insured retention that must be paid by a named insured as a precondition of the insurer's liability, or which has the effect of
providing that payments of the self-insured retention by others, including additional insureds or insurers do not serve to satisfy
the self-insured retention, such provisions must be modified by special endorsement so as to not apply to the additional
insured coverage required by this agreement so as to not prevent any of the parties to this agreement from satisfying or
paying the self-insured retention required to be paid as a precondition to the insurer's liability. Civiclolus will provide the City
with 30 days written notice of intention to cancel or change the policy. Additionally, the certificates of insurance must note
whether the policy does or does not include any self-insured retention and also must disclose the deductible. The Client's Risk
Manager may waive or modify any of the insurance requirements of this section.
Acceptance
We, the undersigned, agreeing to the conditions specified in this document, understand and authorize the provision of services
outlined in this Agreement.
Client Date I —T
Sign and E-mail the entire contract with exhibits to:
SalescoordinatorsGDCivicPlus.com
We will e-mail a murder -signed copy of the contract back to you so we can begin your project.
ClvlcPlus does not require a physical copy of the contract, however. Ifyou would like a physical
copy of the contract, mail one (1) copy of the contract with original signature to:
CivicPlus Contract Manager
302 S. 4'^ Street, Suite 500
Manhattan, KS 66502
Upon receipt of signed original, we will countersign and return the copy for your files.
CivicPlus • 302 S. 4th Street, Suite 500 • Manhattan, KS 66502 • w.uw.CivicPlus cora
Toll Free 888-228-2233 • Accounting EA. 291 • Support Ed. 307 • Fax ]85-58]-8951
V. PD 06.01.2015-0089
Page 3 of 3
V 4
CPService & License Agreement for Los Altos Hills
Exhibit A- CivicPlus Project Deliverables
All Quotes are in US Dollars and Valid for 30 Days from August 24, 2015.
Project Development and Deployment
Initial GCMS® upgrades, maintenance, support and hosting— no additional cost
Server Storage not to exceed 20 GB
Project Enhancements:
3 Days On -Site Content Assessment & Planning Consul
3 Days On- Site Customized On -Site Implementation Tr
CivicSend
ClvicMobile App
Media Center
Discount
$38,955
Annual Services (Continuing GCMS® System Enhancements , Maintenance, Support and
1 Hosting) $5,500
1 Billed 12 months from contract signing,. subject to annual 5% increase year 3 and beyond _
--Remainder of this page left intentionally blank—
CMcPlus • 302 & 4th Street, Suite 500 • Manhattan, KS 88502 - w CivicPlus.com
Toll Free 880.42&2233 • Acxunting EM. 291 • Support EA. 307 • Fax ]85-58]-8951
V. PD 06.01.2015-0089
Exhibit A 1 of 4
RESOLUTION 49-15
A RESOLUTION OF THE CITY COUNCIL OF THE
TOWN OF LOS ALTOS HILLS AUTHORIZING THE CITY MANAGER TO
ENTER INTO CONTRACT WITH CIVICPLUS FOR WEBSITE DESIGN AND
HOSTING SERVICE
WHEREAS, the Town of Los Altos Hills last refurbished the Town's website over 10 years ago;
and
WHEREAS, in the past 10 years, technology has changed and the Town's website traffic has
increased substantially; and
WHEREAS, the Town currently utilizes a company does not specialize in government oriented
website and the maintenance costs have steadily increased; and
NOW, THEREFORE, BE IT RESOLVED by the City Council of the Town of Los Altos Hills
that the City Manager is hereby authorized and directed to execute a contract with CivicPlus for
the design and implementation of an updated website in an amount not to exceed $30,000, on
behalf of the Town of Los Altos Hills.
The above and foregoing Resolution was passed and adopted by the City Council of the Town of
Los Altos Hills at a regular meeting held on the 20th day of August, 2015 by the following vote:
AYES: Corrigan, Harpootlian, Larsen, Radford, Waldeck
NOES: None
ABSTAIN: None
ABSENT: None
ATTEST:
ieborah Padov,an, City Clerk
Ii
Resolution 49-15 Page 1
u
Cp Service & License Agreement for Los Altos Hills
Exhibit Al Project Development Scope of Work
Kick -OH
Deliverable: Project Timeline, training
Civicialus will:
• assign a project manager to this pmject
• conduct a Project Kick-off to review awarded
contract
• establish communication plan for the duration of the
Project effort
• work with the Town to identify all key internal and
external project stakeholders
• develop project timeline
• provide access to CivicRus University (online
training manuals, videos and other resources) for the
Town stag
Phase 1: Website Optimization
Deliverable: Website Optimization Meeting
CivicPlus will:
• communicate status to the Town, key stakeholders
and personnel via emails or phone calls as needed
• review the goals and expectations submitted on the
forms the Town completed to ensure all needs are
clearly understood
gather preliminary design data for use
Phase 2: Website Layout
CivicRus will:
4
information, online forms, kickoff meeting
Town of Los Altos Hills will:
• complete the following prior to Phase 1: Functionality
and Design Form, Web Team Form and Content Form,
Roles and Responsibilities Form and DNS Form
• review and approve of project timeline within 5
business days
• attend a kick-off meeting with key stakeholders or
decision makers
• if modifications are required after the review of the
initial project timeline, the Town has 10 business days
to address the modifications and come to a consensus
• approve the project timeline (limited to two reviews)
prior to proceeding with the project
• update the current primary live website content and
delete any pages from the website that are no longer
wanted or needed
Town of Los Altos Hills will provide:
• statistics from the current website from the past 12
months (optional)
• pictures to be used in the overall design of the new
website
• a list of all divisions and/or departments within the
organization
• a list of third -parry and in-house developed applications
presently being utilized on the current website
• a site map or outline of the current website's
navigational structure if possible
• a list of any content on the current primary website that
must remain as is (verbatim) because of legal
requirements
and mood board color pallet presentation
Town of Los Altos Hills will:
present one custom layout in grayscale form and one
mood board color palette based on the goals
determined in the previous phase. The presented
layout will show the placement of the navigation,
graphic button and feature areas. The mood board
will reflect the color and imagery that will represent
the tone of the design
begin development of the website design upon layout
and mood board approval
V. PD 06.01 2015-0089
approve one layout and the mood board
review marketing packet material and guidelines
Website Layout billing milestone complete
CivicPlus-302 S. 4th Street, Suite 500- Manhattan, KS 66502• w CivlcPll
Toll Free 888-228-2233 • A=unbng EM. 291 • Support Ext. 307 - Fax 785587-8951
Exhibit A 2 of 4
V
Cp Service & License Agreement for Los Altos Hills
Phase 3: Website Reveal
Deliverable: Website design and production website.
Clvlcplus will:
• present a fully functional website on a production
URL
• migrate all content pages
from www losaltoshills.canov to the new production
URL
• conduct a quality review of the website to ensure the
functionality and usability standards are met
• work with the Town to adjust design and content
changes
• work with the Town to prepare for training
• migrate current plus the past three years Agendas &
Minutes in Microsoft Word.DOC or Adobe PDE
formal
V
Town of Los Altos Hills will:
• evaluate the website design and content and provide
Civil with feedback
• collaborate with CivicPlus on proposed changes
• revise the design according to the approved timeline
• if revised design changes are requested after the
design approval timeline date, the project's Go Live
date will be adjusted out (training and billing
milestones will remain as per approved timeline)
• provide CivicPlus will all the necessary DNS items
identified for the website
Phase d: 3 Days of Customized On -Site Implementation Training for up to 12 employees
Quote includes travel expenses ($80 perperson per day for the 13th attendee and beyond)
Deliverable: Train System Administrators) on GCMS® Administration, permissions, setting up groups
and users, module administrator. Basic User training on pages, module entries, applying modules to
pages. Applied use and usability consulting to result in effective communication through your website.
CivicPlus will:
• provided training to the Town before the website
goes live
• train up to 12 staff members based on internal daily
tasks and workflow
• train staff members on how to use the GCMSO,
update content pages and modules
Town of Los Altos Hills will:
• provide a location for training with Internet access
• provide computers for staff to be trained on
• Phase 4: Training billing milestone complete
Phase 5: Go Live
Deliverable: Custom website launched to the public.
Civil will: Tewin of Los Altos Hills will:
• address system issues and bugs that the Town finds
• redirect the domain name to the newly developed
website as per approved timeline
test and update the final site as per approved timeline
notify Civil on any system issues or bugs found in
the website
Project Enhancements:
3 Days On -Site Content Assessment & Planning Consulting
3 Days On- Site Customized On -Site Implementation Training
CivicSend
Civickloblle App
Media Center
OvicPlus • 302 S. 4th Street, Suite 500 • Manhattan, KS 66502 • w CivicPlus.mm
Toll Free $88-228-2233 - Accounting EA. 291 - Support Ext. 307 • Fax 785-587-8951
V. PD 06.01.2015-0089
Exhibit A 3 of 4
16 V
Cp Service & License Agreement for Los Altos Hills
Project Development and Deployment Includes the Following:
Modules
Functionality
• Agenda Center
Action Items Queue
• Alerts Center & Emergency Alert Notification
Audit Trail / History Log
• Archive Center
Automated PDF Converter
• Bid Postings
Automatic Content Archiving
• Blog
Dynamic Breadcrumbs
• Business/Resource Directory
Dynamic Shemap
• Calendar
Expiring Items Library
• Citizen Request Tracker^^ (5 users)
Graphic Link Administration
• Community Connection
Links Redirect
• Community Voice-
Menu Management
• Document Center
Mouse -over Menu Structure
• ePayment Center
Online Editor for Editing and Page Creation(WYSIWYG)
• Facilities & Reservations
Online Web Statistics
• Frequently Asked Questions
Printer Fnendly/Email Page
• Forms Center
RSS
• Intranet
Site Layout Options
• Job Postings
Site Search & Entry Log
• My Dashboard
•
Sideshow
• News Flash
Social Media Integration (Facebook, Twitter, Instagram)
• Notify Me® email and 500 SMS subscribers
•
User & Group Administration Rights
• Photo Gallery
•
Web Page Upload Utility
• Quick Links
•
Website Administrative Log
• Real Estate Locator
• Spotlight
• Staff Directory
Civ oPlus • 302 S. 4th Street, Suite 500 • Manhattan, KS 66502 • w CivicPlus.mm
Toll Free 888-228-2233 • Acmunting EA. 291 • Suppod EA. 307 • Fax ]85-58]-8951
V. PD 06.01.2015-0089
Exhibit A 4 of 4
(d 4
Cp Service & License Agreement for Los Altos Hills
Exhibit B — Redesign Details
• New design for all items originally contracted for (main site, department headers and subsites)
• Redevelop banner
• Redevelop navigation method (may choose top drop-down or other options)
• Design setup- wireframe
• Redevelop graphic elements of website (Newsflash, FAQs, Calendar, etc.)
• Project Management
• Testing
• Review
• Content Migration— Includes retouching of all existing published pages to ensure proper formatting, and
application of new site styles. Note: Content will no be rewritten, reformatted or pages broken up (shortened or
re -sectioned)
• Site styles and page layouts will be touched so all pages match the new design and migrate cleanly
• Spelling and broken links will be checked and reported tt unable to correct
CblcPlus • 302 S. P" Street, Suite 500 • Manhattan, KS 66502 • www.CivicPlus.com
Toll Free 888-228-2233 • Accoun8ng Ext 291 • Support Ext. 307 • Fax 785-587-8951
V. PD 08.01.2015-0089
Exhibit B 1 of 1
fr+
Ca Service & License Agreement for Los Altos Hills
Exhibit C - Premium Included Hosting
Date Center
Highly Reliable Data Center
•
Managed Network Infrastructure
•
On -She Power Backup & Generators
•
Multiple telecom/neNmrik providers
.
Fully redundant Network
.
Highly Secure Facility
24/7/365 System Monitoring
Hosting
Automated GCMS® Software Updates
.
Server Management& Monitoring
•
Multi -tiered Software Architecture
.
Server software updates & security patches
.
Database server updates & security patches
.
Antivirus management & updates
•
Server -class hardware from nationally recognized provider
.
Redundant firewall solutions
High performance SAN with N+2 reliability
Bandwidth
Multiple network providers in place
.
Unlimited bandwidth usage for normal business operations (does not apply in the event of a
cyber attack)
22 Gb/s buret bandwidth
.
Emergency After-hours support, live agent (2417)
•
On-line status monitor at data center
.
Event notification emails
Guaranteed recovery TIME objective (RTO) of 8 hours
Disaster Recovery
.
Guaranteed recovery POINT objective (RPO) of 24 hours
.
Pre-emptive monitoring for disaster situations
.
Multiple data centers
Geographically diverse data ranters
DDoS Mitigation
Defined DDoS Attack Process
• Identify attack source
• Identify type of attack
• Monitor attack for threshold engagement
CivicPlus • 302 S. 4th Street, Suite 500 • Manhattan, KS 66502 • winv.CivicPlus.mm
Toll Free 888-228-2233 • Accounting Ext. 291 • Support En. 307 • Fax 785-587-8951
V. PH 06.01.2015-0089
Exhibit C 1 of 1
16
C' Service 8 License Agreement for Los Altos Hills
Exhibit D • Support and Maintenance
Support Services
CivicPlus' on-site support team is available from 7:00 am to 7:00 pm CT to assist clients with any questions, concerns or
suggestions regarding the functionality and usage of CivicPlus' GCMSS and associated applications. The support team is available
during these hours via CivicPlus' loll -free support number and e-mail. Support personnel will respond to calls as they arrive (under
normal circumstances, if all lines are busy, messages will be returned within two hours; action will be taken on e-mails within four
hours), and if Client's customer support liaison is unable to assist, the service escalation process will begin.
Emergency support is available 24 -hours -a -day for designated, named Client poinls-of-contact, with members of both CivicPlus'
project management and support teams available for urgent requests. Emergency support is provided freeofcharge for true
emergencies (ie: website is down, applications are malfunctioning, etc.), though Client may incur support charges for non-
emergency requests during off hours (ie: basic functionality / usage requests regarding system operation and management). The
current discounted rate is $175/hour.
CivicPlus maintains a customer support website that Is accessible 24 -hours -al with an approved client usemame and password.
Service Escalation Processes
In the event that CivicPlus' support team is unable to assist Client with a request, question or concern, the issue is reported to the
appropriate CivicPlus department.
Client requests for additional provided services are forwarded to CivicPlus' Client Care personnel.
Client concems/questions regarding GCMSS or associated application errors are reported to CivicPlus' technical team through
CivicPlus' issue tracking and management system to be addressed in a priority order to be determined by CivicPlus' technical team.
All other requests that do not meet these criteria will be forwarded to appropnale personnel within CivicPlus' organization at the
discretion of the customer support liaison.
Included Services:
Support
Maintenance of CivicPlus GCMSS
7 a.m. — 7 p.m. (CST) Monday — Friday
Install Service Patches for OS
(excluding holidays)
System Enhancements
24/7 Emergency Support
Fixes
Dedicated Support Personnel
Improvements
Usability Improvements
Integration
Integration of System Enhancements
Testing
Proactive Support for Updates 8 Fixes
Development
Online Training Manuals
Usage License
Monthly Newsletters
Routine Follow-up Check -ins
CivicPlus Connection
CMCPIue - 302 S. 4th Street, Suite 500 • Manhattan, KS 66502 - vmw.CivicPlus.rom
Toll Free 888-228-2233 • Accounting Ext. 291 - Support Ext. 307 • Fax 785-587-8951
V. SM 06.01.20150089
Exhibit D 1 of 1
V �
Ca Service & License Agreement for Los Altos Hills
Exhibit E - Civiciplus Service Level Agreement
CivicPlus will use commercially reasonable efforts to make the GCMS® available with a Monthly Uptime Percentage (defined below) of
at least 99.7%, in each case during any monthly billing cycle (the "Service Commitment"), In the event CivicPlus does not meet the
Service Commitment, you will be eligible to receive a Service Credit as described below.
DeRnitlons
• 'Monthly Uptime Percentage- is calculated by subtracting from 100% the percentage of minutes during the month in which the
CGMS, was -Unavailable." Monthly Uptime Percentage measurements exclude downtime resulting directly or indirectly from
any Exclusion (defined below).
• "Unavailable and "Unavailability" mean:
o The HTML of the home page of the site is not delivered in 10 seconds or less 3 times in a row when tested from
inside our network and returns a status of 200.
o The Main page of the site returns a status other than 200 or 302 3 times in a row.
• A'Service Credit" is a dollar credit, calculated as set forth below, that we may credit back to an eligible account
Service Commitments and Service Credits
Service Credits are calculated as a percentage of the total charges paid by you (excluding one -lime payments such as upfront
payments) for the month accordance with the schedule below.
Monthly Uptime Percentage Service Credit Percentage
Less than 99.7% 1 % of one month's fee
We will apply any Service Credits only against future payments otherwise due from you. Service Credits will not entitle you to any
refund or other payment from CivicPlus. A Service Credit will be applicable and issued only if the credit amount for the applicable
monthly billing cycle is greater than one dollar ($1 USD). Service Credits may not be transferred or applied to any other account. Unless
otherwise provided in the Client Agreement, your sole and exclusive remedy for any unavailability, non-performance, or other failure by
us to provide the service is the receipt of a Service Credit (if eligible) in accordance with the terms of this SIA.
Credit Request and Payment Procedures
To receive a Service Credit, you must submit a claim by opening a case with Support. To be eligible, the credit request must be
received by us by the end of the second billing cycle after which the incident occurred and must include:
1. the words "SLA Credit Request" in the subject line;
2. the dates and times of each Unavailability incident that you are claiming
3. the affected Site domains: and
4. Any documentation that corroborate your claimed outage
If the Monthly Uptime Percentage of such request is confirmed by us and is less than the Service Commitment, then we will issue the
Service Credit to you within one billing cycle following the month in which your request is confirmed by us. Your failure to provide the
request and other infomration as required above will disqualify you from receiving a Service Credit.
SLA Exclusions
The Service Commitment does not apply to any unavailability, suspension or termination of GCMS®, or any other GCMS® performance
issues: (i) that result from a suspension; (ii) caused by factors outside of our reasonable control, including any force maleure event or
Internet access or related problems beyond the demarcation point of Civil (iii) that result from any actions or inactions of you or
any third party; (iv) that result from your equipment, software or other technology and/or third party equipment, software or other
technology (other than third party equipment within our direct control); (v) that result from any maintenance as provided for pursuant to
the Client Agreement; or (vi) arising from our suspension and termination of your right to use the GCMS® in accordance with the Client
Agreement (collectively, the "SIA Exclusions"). If availability is impacted by factors other than those used in our Monthly Uptime
Percentage calculation, then we may issue a Service Credit considering such factors at our discretion.
CivicPlus- 302 & 4th Street, Suite 500 • Manhattan, KS W502 - www.CivicPlus.mm
Toll Free 888-228-2233 • Accounting Ext. 291 - Support Ext. 307 - Fax 785-587-8951
V. SLA 06.01.2015-0089
Exhibit E 1 of 2
4 Li
Cp Service 8 License Agreement for Los Altos Hills
Disaster Recovery Feature Service Commitment
CivicPlus will use commercially reasonable efforts to make insure that in the event of a disaster that make the Primary data center
unavailable (defined below) Client site will be brought back online at a secondary data center (the "Service Commitment"). In the event
CivicPlus does not meet the Service Commitment, you will be eligible to receive a Service Credit as described below.
Defnigons
• "Datacenter availability" is determined by inability to provide or restore functions necessary to support the Service. Examples
of necessary functions include but are not limited Cooling, Electrical, Sufficient Internet Access, Physical space, and Physical
access.
• A "Service Credit" is a dollar credit, calculated as set forth below, that we may credit back to an eligible account.
• Recovery Time Objective (RTO) is the most anticipated time it will take to bring the service back online in the event of a data
center event.
• Recovery Point Objective (RPO) the amount of data lost that is considered acceptable.
Service Commitments and Service Credits
Service Credits are calculated as a percentage of the total charges paid by you (excluding one-time payments such as upfront
payments) for the month accordance with the schedule below.
Recovery Time Objective
Service Credit Percentage
8 Hours
10% of one month's fee
Recovery Point Objective
Service Credit Percentage
24 Hours
10% of one month's fee
CivePlus • 302 S. 4th Street, Suite 500 " Manhattan, KS 66502 • wxw.CivicPlus.com
Toll Free 888-228-2233 • Accounting Ext. 291 • Support Ext. 307 " Fax ]85-58)-8951
V. SLA 06.01.2015-0089
Exhibit E 2 of 2