260057-CI HOSTED CONTENT MANAGEMENT SYSTEM DRAFT BOS 03252026.PDF
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CONTRACT FOR HOSTED CONTENT MANAGEMENT
SYSTEM
SERIAL# 260057-CI
This contract is entered into this 25th day of March, 2026 by and between Maricopa County (“County” or
“Customer”), a political subdivision of the State of Arizona, and CivicPlus, LLC a Kansas limited liability
company (“Contractor” or “CivicPlus”) for the purchase of website hosting support and maintenance, and
other related products and services. This contract replaces and supersedes any previous agreement
regarding the hosting content management system of the County.
1.0
CONTRACT TERM
This contract is for a term of two years, beginning on the 6th day of April, 2026 and ending the 5th
day of April, 2028 (the “Initial Term”).
2.0
OPTION TO RENEW
The County may, at its option and with the concurrence of the Contractor, renew the term of this
contract up to a maximum of one additional year, (or at the County’s sole discretion, extend the
contract for six month period after expiration). The Contractor shall be notified in writing by the
Office of Procurement Services of the County’s intention to renew the contract term at least 60
calendar days prior to the expiration of the original contract term.
3.0
CONTRACT COMPLETION
In preparation for contract completion, the County may, at any time prior to expiration of the
contract, export all of its data out of the applicable services for an orderly transition of its data to
another provider and/or to the County. The County may request, if within thirty days post the
expiration or termination of this contract, transition services, at a cost to be quoted at the time of
request, for the preparation of a transition plan for the County to other providers in the transition.
The Contractor shall transfer all records and other data in the possession, custody, or control of
the Contractor that are required to be provided to the County either by the terms of this agreement
or as a matter of law. The provisions of this clause shall survive thirty days post the expiration or
termination of this agreement.
4.0
PRICE ADJUSTMENTS
4.1
Any requests for reasonable price adjustments must be submitted 60 calendar days prior
to contract expiration. The new change shall not be in effect until the date stipulated on the
updated version of the contract.
4.2
The renewal term total annual services for County hosted content management system
shall be subject to a 3% annual increase beginning with the first renewal term.
4.3
The renewal term total annual services for Social Media Archiving Subscription shall be
subject to a 5% annual increase beginning with the first renewal term.
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4.4
The renewal term total annual services for NextRequest Standard Plan for local agencies
shall be subject to a 5% annual increase beginning with the first renewal term.
5.0
PAYMENTS
5.1
As consideration for performance of the duties described herein, County shall pay
Contractor the sum(s) stated in Exhibit A-1 – Vendor Pricing.
5.2
Payment shall be made upon the County’s receipt of a properly completed invoice.
5.3
INVOICES
5.3.1
The Contractor shall submit one legible copy of their detailed invoice before
payment(s) will be made. Incomplete invoices will not be processed. At a
minimum, the invoice must provide the following information:
•
Company name, address, and contact information
•
County bill-to name and contact information
•
Contract serial number
•
County purchase order number
•
Invoice number and date
•
Payment terms
•
Date of service or delivery
•
Quantity
•
Description of purchase (product or services)
•
Pricing per unit of purchase
•
Total amount due
5.3.2
Labor, services, and maintenance must be billed as a separate line item.
5.3.3
Problems regarding billing or invoicing shall be directed to the department as listed
on the purchase order.
5.3.4
Payment shall only be made to the Contractor by Accounts Payable through the
Maricopa County Vendor Express Payment Program. This is an Electronic Funds
Transfer (EFT) process. After Contract Award the Contractor shall complete the
Vendor Registration Form located on the County Department of Finance Vendor
Registration Web Site (https://www.maricopa.gov/5169/Vendor-Information).
5.3.5
Omitted.
5.3.6
EFT payments to the routing and account numbers designated by the Contractor
shall include the details on the specific invoices that the payment covers. The
Contractor is required to discuss remittance delivery capabilities with their
designated financial institution for access to those details.
5.4
APPLICABLE TAXES
5.4.1
Omitted.
5.4.2
The County will look at the price or offer submitted and will not deduct, add, or alter
pricing based on speculation or application of any taxes, nor will the County
provide Contractor any advice or guidance regarding taxes. If you have questions
regarding your tax liability, seek advice from a tax professional prior to submitting
your bid. You may also find information at https://www.azdor.gov/Business.aspx.
Once your bid is submitted, the offer is valid for the time specified in this solicitation,
regardless of mistake or omission of tax liability. If the County finds overpayment
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of a project due to tax consideration that was not due, the Contractor will be liable
to the County for that amount, and by contracting with the County agrees to remit
any overpayments back to the County for miscalculations on taxes included in a
bid price.
5.4.3
Tax Indemnification: Contractor and all subcontractors shall pay all Federal, State,
and local taxes applicable to their income and any persons employed by the
Contractor. Contractor shall, and require all subcontractors to, hold Maricopa
County harmless from any responsibility for taxes, damages, and interest, if
applicable, contributions required under Federal and/or State and local laws and
regulations, and any other costs including: unemployment compensation
insurance, Social Security, and workers’ compensation. Contractor may be
required to establish, to the satisfaction of County, that any and all fees and taxes
due to municipality or the State of Arizona for any license or transaction privilege
taxes, use taxes, or similar excise taxes are currently paid (except for matters
under legal protest).
6.0
AVAILABILITY OF FUNDS
6.1
The provisions of this contract relating to payment for services shall become effective when
funds assigned for the purpose of compensating the Contractor as herein provided are
actually available to County for disbursement. The County shall be the sole judge and
authority in determining the availability of funds under this contract. County shall keep the
Contractor fully informed as to the availability of funds.
6.2
If any action is taken by, any State agency, Federal department, or any other agency or
instrumentality to suspend, decrease, or terminate its fiscal obligations under, or in
connection with, this contract, County may amend, suspend, decrease, or terminate its
obligations under, or in connection with, this contract. In the event of termination under this
clause, the termination shall be considered a termination for convenience and the County
shall be entitled to access the services until the end of the then-current term. County shall
give written notice of the effective date of any suspension, amendment, or termination
under this section, at least 30 days in advance.
7.0
DUTIES
7.1
The Contractor shall perform all duties stated in Exhibits B-F, or as otherwise reasonably
directed in writing by the procurement officer.
7.2
During the contract term, County may provide Contractor’s personnel with adequate
workspace for consultants and such other related facilities as may be required by
Contractor to carry out its contractual obligations.
8.0
TERMS AND CONDITIONS
8.1
INDEMNIFICATION
To the fullest extent permitted by law, and to the extent that claims, damages, losses, or
expenses are not covered and paid by insurance purchased by the Contractor, the
Contractor shall defend, indemnify, and hold harmless the County (as Owner), its agents,
representatives, officers, directors, officials, and employees from and against all third party
claims, damages, losses, and expenses (including, but not limited to attorneys' fees, court
costs, expert witness fees, and the costs and attorneys' fees for appellate proceedings)
arising out of the negligent acts, errors, omissions, or mistakes of the Contractor, a
subcontractor, anyone employed by them, or anyone approved by CivicPlus to be acting
as their agent relating to the performance of this contract; provided, however, that this
indemnification obligation shall not apply to the extent that such claims, damages, losses,
or expenses arise from the acts, omissions, negligence, or willful misconduct of the County,
its agents, representatives, officers, directors, officials, or employees.
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8.1.1
Contractor's duty to defend, indemnify, and hold harmless the County, its agents,
representatives, officers, directors, officials, and employees shall arise in
connection with a third party claim, damage, loss, or expense that is attributable to
bodily injury, sickness, disease, death, or injury to, impairment of, or destruction of
tangible property, including loss of use resulting therefrom, caused by negligent
acts, errors, or omissions in the performance of this contract, but only to the extent
caused by the negligent acts or omissions of the contractor, a subcontractor,
anyone employed by them, or anyone acting as their agent.
8.1.2
The amount and type of insurance coverage requirements set forth herein will in
no way be construed as limiting the scope of the indemnity in this section.
8.1.3
The scope of this indemnification does not extend to the negligence of County.
8.2
INFRINGEMENT DEFENSE AND INDEMNIFICATION
8.2.1
Definitions
For purposes of this section:
8.2.1.1
“Claim” means any cause of action in a third-party action, suit, or
proceeding against County alleging that Contractor software, or its
upgrades, modifications, or revisions, as of its delivery date under this
agreement, infringes a valid U.S. patent, copyright, or trademark.
8.2.1.2
“Participate and Share in the Costs” means Contractor will assist the
County in the defense of the Claim, to the extent agreed to by the parties,
except that Contractor shall be solely responsible for any and all costs
adjudged in a successful Claim against the County.
8.2.1.3
“Third-Party Products” means any products made by a party other than
Contractor, and may include, without limitation, products ordered by
County from third parties. However, unmodified components of
Contractor branded products are not Third-Party Products if they are
both:
8.2.1.3.1
embedded in Third-Party Products (i.e., not recognizable as
standalone items); and
8.2.1.3.2
not identified as separate items on Contractor’s price list,
quotes, order specifications forms, or documentation.
8.2.2
Defense and Indemnity
Contractor shall defend, and Participate and Share in the Cost, in the full defense
of the County against any Claim, and will indemnify and hold harmless the County,
as provided for in this section, for any judgments, settlements, and court awarded
attorney’s fees resulting from a Claim where the claimant is adjudged the
successful party in the Claim. Contractor’s obligations under this section are
conditioned on the following:
8.2.2.1
County promptly notifies Contractor of the Claim, in writing, upon being
made aware of the Claim;
8.2.2.2
County gives Contractor lead authority control of the defense and (if
applicable) settlement of the Claim, provided that County’s legal counsel
may participate in such defense and settlement, at County’s expense;
and
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8.2.2.3
County provides all information and assistance reasonably requested by
Contractor to handle the defense or settlement of the Claim.
8.2.3
Remedial Measures
8.2.3.1
If software becomes, or Contractor reasonably believes use of software
may become, the subject of a Claim, Contractor may, at its own expense
and option:
8.2.3.1.1
procure for County the right to continue use of the product;
8.2.3.1.2
replace or modify the software; or
8.2.3.1.3
to the extent that neither 8.2.3.1.1 nor 8.2.3.1.2 are deemed
commercially practicable, refund to County a pro-rated
portion of the applicable fees paid by County for the
software, in which case County will cease all use of software
and return it to Contractor.
8.2.4
Exceptions
Contractor will have no defense or indemnity obligation for any Claim based on:
8.2.4.1
modifications by someone other than Contractor;
8.2.4.2
software has been modified by Contractor in accordance with County-
provided specifications or instructions;
8.2.4.3
use or combination by the County of software with Third-Party Products,
open source, or freeware technology;
8.2.4.4
Third-Party Products, open source, or freeware technology;
8.2.4.5
a product that is used or located by County in a country other than the
country in which or for which it was supplied by Contractor;
8.2.4.6
possession or use of a product after Contractor has informed County of
modifications or changes required to avoid such Claim and offered to
implement those modifications or changes, if such Claim would have
been avoided by implementation of Contractor's suggestions and to the
extent County did not provide Contractor with a reasonable opportunity
to implement Contractor's suggestions; or
8.2.4.7
the amount of revenue or profits earned, or other value obtained by the
use of products, or the amount of use of the products.
8.2.5
The foregoing states Contractor’s entire liability, and County’s sole and exclusive
remedy, except as provided by law or equity, with respect to any infringement or
misappropriation of any intellectual property rights of another party.
8.3
INSURANCE
8.3.1
Contractor, at Contractor’s own expense, shall purchase and maintain, at a
minimum, the herein stipulated insurance from a company or companies duly
licensed by the State of Arizona and possessing an AM Best, Inc. category rating
of B++. In lieu of State of Arizona licensing, the stipulated insurance may be
purchased from a company or companies, which are authorized to do business in
the State of Arizona, provided that said insurance companies meet the approval of
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County. The form of any insurance policies and forms must be acceptable to
County.
8.3.2
All insurance required herein shall be maintained in full force and effect until all
work or service required to be performed under the terms of the contract is
satisfactorily completed and formally accepted. Failure to do so may, at the sole
discretion of County, constitute a material breach of this contract.
8.3.3
Contractor’s insurance shall be primary insurance as respects County, and any
insurance or self-insurance maintained by County shall not contribute to it.
8.3.4
Any failure to comply with the claim reporting provisions of the insurance policies
or any breach of an insurance policy warranty shall not affect the County’s right to
coverage afforded under the insurance policies.
8.3.5
The insurance policies may provide coverage that contains deductibles or self-
insured retentions. Such deductible and/or self-insured retentions shall not be
applicable with respect to the coverage provided to County under such policies.
Contractor shall be solely responsible for the deductible and/or self-insured
retention and County, at its option, may require Contractor to secure payment of
such deductibles or self-insured retentions by a surety bond or an irrevocable and
unconditional letter of credit.
8.3.6
The insurance policies required by this contract, except Workers’ Compensation
and Errors and Omissions, shall name County, its agents, representatives, officers,
directors, officials, and employees as additional insureds.
8.3.7
The policies required hereunder, except Workers’ Compensation and Errors and
Omissions, shall contain a waiver of transfer of rights of recovery (subrogation)
against County, its agents, representatives, officers, directors, officials, and
employees for any claims arising out of Contractor’s work or service.
8.3.8
If available, the insurance policies required by this contract may be combined with
Commercial Umbrella Insurance policies to meet the minimum limit requirements.
If a Commercial Umbrella insurance policy is utilized to meet insurance
requirements, the Certificate of Insurance shall indicate which lines the
Commercial Umbrella Insurance covers.
8.3.8.1
Commercial General Liability
Commercial General Liability (CGL) insurance and, if necessary,
Commercial Umbrella insurance with a limit of not less than $1,000,000
for each occurrence, $2,000,000 Products/Completed Operations
Aggregate, and $2,000,000 General Aggregate Limit. The policy shall
include coverage for premises liability, bodily injury, broad form property
damage, personal injury, products and completed operations and
blanket contractual coverage, and shall not contain any provisions which
would serve to limit third party action over claims. There shall be no
endorsement or modifications of the CGL limiting the scope of coverage
for liability arising from explosion, collapse, or underground property
damage.
8.3.8.2
Automobile Liability
Commercial/Business Automobile Liability insurance with a combined
single limit for bodily injury and property damage of not less than
$1,000,000 each occurrence with respect to any of the Contractor’s
owned, hired, and non-owned vehicles assigned to or used in
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performance of the Contractor’s work or services or use or maintenance
of the premises under this contract.
8.3.8.3
Workers’ Compensation
8.3.8.3.1 Workers’ compensation insurance to cover obligations
imposed by Federal and State statutes having jurisdiction of
Contractor’s employees engaged in the performance of the
work or services under this contract; and Employer’s Liability
insurance of not less than $1,000,000 for each accident,
$1,000,000 disease for each employee, and $1,000,000
disease policy limit.
8.3.8.3.2 Contractor, its subcontractors, and sub-subcontractors waive
all rights against this contract and its agents, officers,
directors, and employees for recovery of damages to the
extent these damages are covered by the workers’
compensation and Employer’s Liability or Commercial
Umbrella Liability insurance obtained by Contractor, its
subcontractors, and its sub-subcontractors pursuant to this
contract.
8.3.8.4
Errors and Omissions/Professional Liability Insurance
Contractor shall maintain Professional Liability insurance which will
provide coverage for any and all acts arising out of the work or services
performed by the Contractor under the terms of this contract, with a limit
of not less than $1,000,000 for each claim, and $2,000,000 aggregate
claims.
8.3.9
Certificates of Insurance
8.3.9.1 Prior to contract award, Contractor shall furnish the County with valid and
complete Certificates of Insurance, or formal endorsements as required
by the contract in the form provided by the County, issued by Contractor’s
insurer(s), as evidence that policies providing the required coverage,
conditions and limits required by this contract are in full force and effect.
Such certificates shall identify this contract number and title.
8.3.9.2 In the event any insurance policy(ies) required by this contract is (are)
written on a claims-made basis, coverage shall extend for two years past
completion and acceptance of Contractor’s work or services and as
evidenced by annual certificates of insurance.
8.3.9.3 If a policy does expire during the life of the Contract, a renewal certificate
must be sent to County 15 calendar days prior to the expiration date.
8.3.9.4 Certificates of Insurance shall identify Maricopa County as the certificate
holder as follows:
Maricopa County
c/o Risk Management
301 W Jefferson St, Suite 910
Phoenix, AZ 85003
8.3.10 Cancellation and Expiration Notice
Applicable to all insurance policies required within the insurance requirements of
this contract, Contractor’s insurance shall not be permitted to expire, be
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suspended, be canceled, or be materially changed for any reason without 30 days
written notice to Maricopa County. Contractor must provide to Maricopa County,
within two business days of receipt, if they receive notice of a policy that has been
or will be suspended, canceled, materially changed for any reason, has expired,
or will be expiring. Such notice shall be sent directly to Maricopa County Office of
Procurement Services and shall be mailed, or hand delivered to 301 W. Jefferson,
Suite 700, Phoenix, AZ 85003, or emailed to the procurement officer noted in the
solicitation.
8.4
FORCE MAJEURE
8.4.1
Neither party shall be liable for failure of performance, nor incur any liability to the
other party on account of any loss or damage resulting from any delay or failure to
perform all or any part of this contract, if such delay or failure is caused by events,
occurrences, or causes beyond the reasonable control and without negligence of
the parties. Such events, occurrences, or causes include, but are not limited to,
acts of God/nature (including fire, flood, earthquake, storm, hurricane, or other
natural disaster), war, invasion, act of foreign enemies, hostilities (whether war is
declared or not), civil war, riots, rebellion, revolution, insurrection, military or
usurped power or confiscation, terrorist activities, nationalization, government
sanction, lockout, blockage, embargo, labor dispute, strike, and interruption or
failure of electricity or telecommunication service, failure of banking institutions,
and pandemic.
8.4.2
Each party, as applicable, shall give the other party notice of its inability to perform
and particulars in reasonable detail of the cause of the inability. Each party must
use best efforts to remedy the situation and remove, as soon as practicable, the
cause of its inability to perform or comply.
8.4.3
The party asserting Force Majeure as a cause for non-performance shall have the
burden of proving that reasonable steps were taken to minimize delay or damages
caused by foreseeable events, that all non-excused obligations were substantially
fulfilled, and that the other party was timely notified of the likelihood or actual
occurrence which would justify such an assertion, so that other prudent
precautions could be contemplated.
8.5
ORDERING AUTHORITY
Any request for purchase shall be accompanied by a valid purchase order issued by a
County department or directed by a Certified Agency Procurement Aid (CAPA) with a
purchase card for payment.
8.6
PROCUREMENT CARD ORDERING CAPABILITY
County may opt to use a procurement card (Visa or Master Card) to make payment for
orders under this contract.
8.7
NO MINIMUM OR MAXIMUM PURCHASE OBLIGATION
This contract does not guarantee any minimum or maximum purchases will be made.
Orders will only be placed under this contract when the County identifies a need and proper
authorization and documentation have been approved.
8.8
PURCHASE ORDERS
8.8.1
County reserves the right to cancel purchase orders within a reasonable period of
time after issuance. Should a purchase order be canceled, the County agrees to
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reimburse the Contractor for actual and documentable costs incurred by the
Contractor in response to the purchase order. The County will not reimburse the
Contractor for any costs incurred after receipt of County notice of cancellation, or
for lost profits, or for shipment of product prior to issuance of purchase order.
8.8.2
Contractor agrees to accept verbal notification of cancellation of purchase orders
from the County procurement officer with written notification to follow. Contractor
specifically acknowledges to be bound by this cancellation policy.
8.9
SOURCE CODE ESCROW REQUIREMENT (WEBSITE SERVICES ONLY)
8.9.1
Contractor will maintain a third-party software escrow arrangement (currently with
Iron Mountain Intellectual Property Management, Inc.) covering the source code
and related materials necessary to support and maintain the hosted website
solution provided under this Agreement (“Escrow Materials”). Contractor will
designate Customer as the beneficiary of such escrow arrangement.
8.9.2
Upon the occurrence of a release event under the escrow agreement, Customer
will be entitled to receive the Escrow Materials directly from the escrow agent in
accordance with the escrow terms. Contractor will be responsible for escrow fees
unless otherwise stated in the escrow enrollment documents.
8.10
SUSPENSION OF WORK
The procurement officer may order the Contractor, in writing, to suspend, delay, or interrupt
all or any part of the work of this contract for the period of time that the procurement officer
determines appropriate for the convenience of the County. No adjustment shall be made
under this clause for any suspension, delay, or interruption to the extent that performance
would have been so suspended, delayed, or interrupted by any other cause, including the
fault or negligence of the Contractor. No request for adjustment under this clause shall be
granted unless the claim, in an amount stated, is asserted in writing as soon as practicable
after the termination of the suspension, delay, or interruption, but not later than the date of
final payment under the contract.
8.11
STOP WORK ORDER
8.11.1 The procurement officer may, at any time, by written order to the Contractor,
require the Contractor to stop all, or any part, of the work called for by this contract
for a period of 90 calendar days after the order is delivered to the Contractor, and
for any further period to which the parties may agree. The order shall be specifically
identified as a stop work order issued under this clause. Upon receipt of the order,
the Contractor shall immediately comply with its terms and take all reasonable
steps to minimize the incurrence of costs allocable to the work covered by the order
during the period of work stoppage. Within a period of 90 calendar days after a
stop work order is delivered to the Contractor, or within any extension of that period
to which the parties shall have agreed, the procurement officer shall either:
8.11.1
cancel the stop work order; or
8.11.2
terminate the work covered by the order as provided in the Termination
for Default or the Termination for Convenience clause of this contract.
8.11.3
The procurement officer may make an equitable adjustment in the
delivery schedule and/or contract price, and the contract shall be
modified, in writing, accordingly, if the Contractor demonstrates that the
stop work order resulted in an increase in costs to the Contractor
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8.12
TERMINATION FOR CONVENIENCE
Maricopa County may terminate the resultant contract for convenience by providing 60
calendar days advance notice to the Contractor. Upon termination by County for
convenience or due to material breach by County, CivicPlus shall be entitled to retain any
amounts already paid.
8.13
TERMINATION FOR DEFAULT
8.13.1 The County may, by written Notice of Default to the Contractor, terminate this
contract in whole or in part if the Contractor fails to:
8.13.1.1 deliver the supplies or to perform the services within the time specified
in this contract or any extension;
8.13.1.2 make progress, so as to endanger performance of this contract; or
8.13.1.3 perform any of the other provisions of this contract.
8.13.2 The County’s right to terminate this contract under these subparagraphs may be
exercised if the Contractor does not cure such failure within 30 business days (or
more if authorized in writing by the County) after receipt of a Notice to Cure from
the procurement officer specifying the failure.
8.14 PERFORMANCE
It shall be the Contractor’s responsibility to meet the proposed performance requirements.
Maricopa County reserves the right to obtain services on the open market in the event the
Contractor fails to perform, and any commercially reasonable price differential will be
charged against the Contractor.
8.15 CONTRACTOR EMPLOYEE MANAGEMENT
8.15.1 Contractor shall use commercially reasonable efforts to maintain the personnel
proposed in their proposal throughout the performance of this contract.
8.15.2 Under no circumstances shall the implementation schedule to be impacted by a
personnel change on the part of the Contractor.
8.15.3 County reserves the right to immediately remove from its premises any Contractor
personnel it determines to be a risk to County operations.
8.15.4 County reserves the right to request the replacement of any Contractor personnel
at any time, for any reason.
8.16 TRAINING
Upon the request and at the cost of County, Contractor shall provide training services to
completely train County personnel in the use and care of the equipment. Basic training
shall take place on-site in Maricopa County, unless otherwise negotiated with County.
Additional training both remote and on-site can be purchased.
8.17 WARRANTY OF SERVICES
8.17.1 The Contractor warrants that all services provided hereunder will conform to the
requirements of the contract, including all descriptions, specifications, and
attachments made a part of this contract. County’s acceptance of services or
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goods provided by the Contractor shall not relieve the Contractor from its
obligations under this warranty.
8.17.2 In addition to its other remedies, County may, at the Contractor's expense, require
prompt correction of any services failing to meet the Contractor's warranty herein.
Services corrected by the Contractor shall be subject to all the provisions of this
contract in the manner and to the same extent as services originally furnished
hereunder.
8.18 INSPECTION OF SERVICES
8.18.1 County has the right to inspect and test all services called for by the contract, to
the extent practicable at all times and places during the term of the contract.
County shall perform inspections and tests in a manner that will not unduly delay
the work.
8.18.2 If any of the services do not conform to contract requirements, County may require
the Contractor to perform the services again in conformity with contract
requirements, at no cost to the County. When the defects in services cannot be
corrected by re-performance, County may:
8.18.2.1 require the Contractor to take necessary action to ensure that future
performance conforms to contract requirements; and
8.18.2.2 reduce the contract price to reflect the reduced value of the services
performed.
8.18.3 If the Contractor fails to promptly perform the services again or to take the
necessary action to ensure future performance in conformity with contract
requirements, County may:
8.18.3.1 by contract or otherwise, perform the services and charge to the
Contractor, through direct billing or through payment reduction, any
commercially reasonable cost incurred by County that is directly related
to the performance of such service; or
8.18.3.2 terminate the contract for default.
8.19 USAGE REPORT
Omitted.
8.20 STATUTORY RIGHT OF CANCELLATION FOR CONFLICT OF INTEREST
Notice is given that, pursuant to A.R.S. § 38-511, the County may cancel any contract
without penalty or further obligation within three years after execution of the contract, if any
person significantly involved in initiating, negotiating, securing, drafting, or creating the
contract on behalf of the County is at any time, while the contract or any extension of the
contract is in effect, an employee or agent of any other party to the contract in any capacity
or consultant to any other party of the contract with respect to the subject matter of the
contract. Additionally, pursuant to A.R.S. § 38-511, the County may recoup any fee or
commission paid or due to any person significantly involved in initiating, negotiating,
securing, drafting, or creating the contract on behalf of the County from any other party to
the contract arising as the result of the contract.
8.21 OFFSET FOR DAMAGES
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In addition to all other remedies at Law or Equity, the County may offset from any money
due to the Contractor any amounts Contractor owes to the County for damages resulting
from breach or deficiencies in performance of the contract.
8.22 SUBCONTRACTING
8.22.1 The Contractor may not assign to another Contractor or subcontract to another
party for performance of the terms and conditions hereof without the written
consent of the County. All correspondence authorizing subcontracting must
reference the bid serial number and identify the job or project.
8.22.2 The subcontractor’s rate for the job shall not exceed that of the prime Contractor’s
rate, as bid in the pricing section, unless the prime Contractor is willing to absorb
any higher rates. The subcontractor’s invoice shall be invoiced directly to the prime
Contractor, who in turn shall pass-through the costs to the County, without mark-
up. A copy of the subcontractor’s invoice must accompany the prime Contractor’s
invoice.
8.23 AMENDMENTS
All amendments to this contract shall be in writing and approved/signed by both parties.
Maricopa County Office of Procurement Services shall be responsible for approving all
amendments for Maricopa County.
8.24 ADDITIONS/DELETIONS OF REQUIREMENTS
The County reserves the right to add and/or delete materials and services to a contract. If
a service requirement is deleted, payment to the Contractor will be reduced proportionately,
to the amount of service reduced in accordance with the bid price. If additional materials
or services are required from a contract, prices for such additions will be negotiated
between the Contractor and the County.
8.25 RIGHTS IN DATA
8.25.1 The County shall have the use of data and reports resulting from a contract without
additional cost or other restriction except as may be established by law or
applicable regulation. Each party shall supply to the other party, upon request, any
available information that is relevant to a contract and to the performance
thereunder.
8.25.2 Data, records, reports, and all other information generated for the County by a third
party as the result of a contract are the property of the County .
8.26 ACCESS TO AND RETENTION OF RECORDS FOR THE PURPOSE OF AUDIT AND/OR
OTHER REVIEW
8.26.1 In accordance with Section MC1-372 of the Maricopa County Procurement Code,
the Contractor agrees to retain (physical or digital copies of) all books, records,
accounts, statements, reports, files, and other records and back-up documentation
relevant to this contract for six years after final payment or until after the resolution
of any audit questions, which could be more than six years, whichever is longest.
The County, Federal or State auditors and any other persons duly authorized by
the department shall have full access to and the right to examine, copy, and make
use of, any and all said materials.
8.26.2 If the Contractor’s books, records, accounts, statements, reports, files, and other
records and back-up documentation relevant to this contract are not sufficient to
support and document that requested services were provided, the Contractor shall
SERIAL# 260057-CI
reimburse Maricopa County for the services not so adequately supported and
documented.
8.27 AUDIT DISALLOWANCES
If at any time it is determined by the County that a cost for which payment has been made
is a disallowed cost, the County shall notify the Contractor in writing of the disallowance.
The course of action to address the disallowance shall be at sole discretion of the County,
and may include either an adjustment to future invoices, request for credit, request for a
check, or a deduction from current invoices submitted by the Contractor equal to the
amount of the disallowance, or to require reimbursement forthwith of the disallowed amount
by the Contractor by issuing a check payable to Maricopa County.
8.28 STRICT COMPLIANCE
Acceptance by County of a performance that is not in strict compliance with the terms of
the contract shall not be deemed to be a waiver of strict compliance with respect to all other
terms of the contract.
8.29 VALIDITY
The invalidity, in whole or in part, of any provision of this contract shall not void or affect
the validity of any other provision of the contract.
8.30 SEVERABILITY
The removal, in whole or in part, of any provision of this contract shall not void or affect the
validity of any other provision of this contract.
8.31 RELATIONSHIPS
8.31.1 In the performance of the services described herein, the Contractor shall act solely
as an independent contractor, and nothing herein or implied herein shall at any
time be construed as to create the relationship of employer and employee, co-
employee, partnership, principal and agent, or joint venture between the County
and the Contractor.
8.31.2 The County reserves the right of final approval on proposed staff. Also, upon
request by the County, the Contractor will be required to remove any employees
working on County projects and substitute personnel based on the discretion of
the County within two business days, unless a different time period was previously
approved by the County.
8.32 NON-DISCRIMINATION
Contractor agrees to comply with all provisions and requirements of Arizona Executive
Order 2009-09, including flow down of all provisions and requirements to any
subcontractors. Executive Order 2009-09 supersedes Executive Order 99-4 and amends
Executive Order 75-5 and is hereby incorporated into this contract as if set forth in full
herein. During the performance of this contract, Contractor shall not discriminate against
any employee, client, or any other individual in any way because of that person’s age, race,
creed, color, religion, sex, disability, or national origin. (Arizona Executive Order 2009-09
can be viewed at https://apps.azsos.gov/public_services/register/2009/46/governor.pdf)
8.33 WRITTEN CERTIFICATION PURSUANT to A.R.S. § 35-393.01
If vendor engages in for-profit activity and has 10 or more employees, and if this agreement
has a value of $100,000 or more, vendor certifies it is not currently engaged in, and agrees
for the duration of this agreement to not engage in, a boycott of goods or services from
SERIAL# 260057-CI
Israel. This certification does not apply to a boycott prohibited by 50 U.S.C. § 4842 or a
regulation issued pursuant to 50 U.S.C. § 4842.
8.34 CERTIFICATION REGARDING DEBARMENT AND SUSPENSION
8.34.1 The undersigned (authorized official signing on behalf of the Contractor) certifies
to the best of his or her knowledge and belief that the Contractor, its current
officers, and directors:
8.34.1.1 are not presently debarred, suspended, proposed for debarment,
declared ineligible, or voluntarily excluded from being awarded any
contract or grant by any United States department or agency or any
state, or local jurisdiction;
8.34.1.2 have not within a three-year period preceding this contract:
8.34.1.2.1 been convicted of fraud or any criminal offense in
connection with obtaining, attempting to obtain, or as the
result of performing a government entity (Federal, State or
local) transaction or contract; or
8.34.1.2.2 been convicted of violation of any Federal or State antitrust
statutes or conviction for embezzlement, theft, forgery,
bribery, falsification or destruction of records, making false
statements, or receiving stolen property regarding a
government entity transaction or contract;
8.34.1.3 are not presently indicted or criminally charged by a government entity
(Federal, State or local) with commission of any criminal offenses in
connection with obtaining, attempting to obtain, or as the result of
performing a government entity public (Federal, State or local)
transaction or contract;
8.34.1.4 are not presently facing any civil charges from any governmental entity
regarding obtaining, attempting to obtain, or from performing any
governmental entity contract or other transaction; and
8.34.1.5 have not within a three-year period preceding this contract had any
public transaction (Federal, State or local) terminated for cause or
default.
8.34.2 If any of the above circumstances described in the paragraph are applicable to the
entity submitting a bid for this requirement, include with your bid an explanation of
the matter including any final resolution.
8.34.3 The Contractor shall include, without modification, this clause in all lower tier
covered transactions (i.e. transactions with subcontractors or sub-subcontractors)
and in all solicitations for lower tier covered transactions related to this contract. If
this clause is applicable to a subcontractor or sub-subcontractor, the Contractor
shall include the information required by this clause with their bid.
8.35 VERIFICATION REGARDING COMPLIANCE WITH A.R.S. § 41-4401 AND FEDERAL
IMMIGRATION LAWS AND REGULATIONS
8.35.1 By entering into the contract, the Contractor warrants compliance with the
Immigration and Nationality Act (INA using E-Verify) and all other Federal
immigration laws and regulations related to the immigration status of its employees
and A.R.S. § 23-214(A). The Contractor shall obtain statements from its
subcontractors certifying compliance and shall furnish the statements to the
SERIAL# 260057-CI
procurement officer upon request. These warranties shall remain in effect through
the term of the contract. The Contractor and its subcontractors shall also maintain
Employment Eligibility Verification forms (I-9) as required by the Immigration Reform
and Control Act of 1986, as amended from time to time, for all employees performing
work under the contract and verify employee compliance using the E-Verify system
and shall keep a record of the verification for the duration of the employee’s
employment or at least three years, whichever is longer. I-9 forms are available for
download at www.uscis.gov.
8.35.2 The County retains the legal right to inspect documents of Contractor and
subcontractor employees performing work under this contract to verify compliance
with paragraph 8.35.1 of this section. Contractor and subcontractor shall be given
reasonable notice of the County’s intent to inspect and shall make the documents
available at the time and date specified. Should the County suspect or find that the
Contractor or any of its subcontractors are not in compliance, the County will
consider this a material breach of the contract and may pursue any and all remedies
allowed by law, including, but not limited to: suspension of work, termination of the
contract for default, and suspension and/or debarment of the Contractor. All costs
necessary to verify compliance are the responsibility of the Contractor.
8.36 CONTRACTOR LICENSE REQUIREMENT
8.36.1 The Contractor shall procure all permits, insurance, and licenses, and pay the
charges and fees necessary and incidental to the lawful conduct of his/her
business, and as necessary complete any requirements, by any and all
governmental or non-governmental entities as mandated to maintain compliance
with and remain in good standing. The Contractor shall keep fully informed of
existing and future trade or industry requirements, and Federal, State, and local
laws, ordinances, and regulations which in any manner affect the fulfillment of a
contract and shall comply with the same. Contractor shall immediately notify both
the Office of Procurement Services and the department of any and all changes
concerning permits, insurance, or licenses.
8.36.2 Contractor furnishing finished products, materials, or articles of merchandise that
will require installation or attachment as part of the contract shall possess any
licenses required. Contractor is not relieved of its obligation to obtain and possess
the required licenses by subcontracting of the labor portion of the contract.
Contractors are advised to contact the Arizona Registrar of Contractors, Chief of
Licensing, to ascertain licensing requirements for a particular contract. Contractor
shall identify which license(s), if any, the Registrar of Contractors requires for
performance of the contract.
8.37 INFLUENCE
8.37.1 As prescribed in MC1-1203 of the Maricopa County Procurement Code, any effort
to influence an employee or agent to breach the Maricopa County Ethical Code of
Conduct or any ethical conduct, may be grounds for disbarment or suspension
under MC1-902.
8.37.2 An attempt to influence includes, but is not limited to:
8.37.2.1 A person offering or providing a gratuity, gift, tip, present, donation,
money, entertainment or educational passes or tickets, or any type of
valuable contribution or subsidy that is offered or given with the intent to
influence a decision, obtain a contract, garner favorable treatment, or
gain favorable consideration of any kind.
8.37.3 If a person attempts to influence any employee or agent of Maricopa County, the
chief procurement officer, or his designee, reserves the right to seek any remedy
SERIAL# 260057-CI
provided by the Maricopa County Procurement Code, any remedy in equity or in
the law, or any remedy provided by this contract.
8.37.4 ABSOLUTELY NO CONTACT BETWEEN THE RESPONDENT AND ANY
COUNTY PERSONNEL, OTHER THAN THE OFFICE OF PROCUREMENT
SERVICES, IS ALLOWED DURING THE SOLICITATION PROCESS UNLESS
THE COMMUNICATION IS IN REGARD TO PRE-EXISTING BUSINESS WITH
THE COUNTY. ANY COMMUNICATIONS REGARDING THE SOLICITATION,
ITS PARTICIPANTS, OR ANY DOCUMENTATION PRIOR TO THE CONTRACT
AWARD MAY BE GROUNDS FOR DISMISSAL OF THE RESPONDENT FROM
THE EVALUATION PROCESS.
8.38 CONFIDENTIAL INFORMATION
8.38.1 Any information obtained in the course of performing this contract may include
information that is proprietary or confidential to the County. This provision
establishes the Contractor’s obligation regarding such information.
8.38.2 The Contractor shall establish and maintain procedures and controls that are
adequate to assure that no information contained in its records and/or obtained
from the County or from others in carrying out its functions (services) under the
contract shall be used by or disclosed by it, its agents, officers, or employees,
except as required to efficiently perform duties under the contract. The Contractor’s
procedures and controls, at a minimum, must be the same procedures and controls
it uses to protect its own proprietary or confidential information. If, at any time
during the duration of the contract, the County determines that the procedures and
controls in place are not adequate, the Contractor shall institute any new and/or
additional measures requested by the County within 15 business days of the
written request to do so.
8.38.3 Any requests to the Contractor for County proprietary or confidential information
shall be referred to the County for review and approval, prior to any dissemination.
8.39 PUBLIC RECORDS
Under Arizona law, all offers submitted and opened are public records and must be
retained by the County at the Maricopa County Office of Procurement Services. Offers shall
be open to public inspection and copying after contract award and execution, except for
such offers or sections thereof determined to contain proprietary or confidential information
by the Office of Procurement Services. If an offeror believes that information in its offer or
any resulting contract should not be released in response to a public record request, under
Arizona law, the offeror shall indicate the specific information deemed confidential or
proprietary and submit a statement with its offer detailing the reasons that the information
should not be disclosed. Such reasons shall include the specific harm or prejudice which
may arise from disclosure. The records manager of the Office of Procurement Services
shall determine whether the identified information is confidential pursuant to the Maricopa
County Procurement Code.
8.40 INTEGRATION
This contract represents the entire and integrated agreement between the parties and
supersedes
all
prior
negotiations,
proposals,
communications,
understandings,
representations, agreements, whether oral or written, expressed, or implied.
8.41 UNIFORM ADMINISTRATIVE REQUIREMENTS
By entering into this contract, the Contractor agrees to comply with all applicable provisions
of
Title
2,
Subtitle
A,
Chapter
II,
Part
200—UNIFORM
ADMINISTRATIVE
SERIAL# 260057-CI
REQUIREMENTS, COST PRINCIPLES, AND AUDIT REQUIREMENTS FOR FEDERAL
AWARDS contained in Title 2 C.F.R. § 200 et seq.
8.42 GOVERNING LAW
This contract shall be governed by the laws of the State of Arizona. Venue for any actions
or lawsuits involving this contract will be in Maricopa County Superior Court, Phoenix,
Arizona.
8.43 FORCED LABOR
8.43.1 By submitting a bid for this solicitation and/or entering into a contract as a result of
this solicitation, Contractor agrees to comply with all applicable portions of Arizona
Revised Statutes Section 35-394. Contracting; procurement; prohibition; written
certification; remedy; termination; exception; definitions.
8.43.2 Contractor certifies that it does not currently, and agrees for the duration of the
contract, that it will not use:
8.43.2.1 The forced labor of ethnic Uyghurs in the People’s Republic of China.
8.43.2.2 Any goods or services produced by the forced labor of ethnic Uyghurs
in the People’s Republic of China.
8.43.2.3 Any contractors, subcontractors or suppliers that use the forced labor or
any good or services produced by the forced labor of ethnic Uyghurs in
the People’s Republic of China.
8.43.3 If Contractor becomes aware during the term of the agreement that Contractor is
not in compliance with this paragraph, the Contractor shall notify the County within
five business days after becoming aware of the noncompliance. If the Contractor
fails to provide a written certification to the County that the contractor has remedied
the noncompliance within 180 days after notifying the County of its noncompliance,
then the agreement terminates, except that if the agreement termination date
occurs before the end the 180 day period, the agreement terminates on the
agreement termination date.
8.44 PRICES
Omitted.
8.45 ORDER OF PRECEDENCE
In the event of a conflict in the provisions of the main body of this contract and the exhibits
and attachments hereto, including Contractor’s license agreement, if applicable, the terms
of the main body of this contract shall prevail.
8.46 UNIQUE ENTITY IDENTIFIER (UEI) AND SYSTEM FOR AWARD MANAGEMENT
REGISTRATION
All
contractors
that
receive
funding
must
have
a
UEI
number
through
https://sam.gov/content/entity-registration. Contractor must also remain maintain current
information and active registration with the System for Award Management (www.sam.gov)
throughout the term of the contract.
8.47 RELIGIOUS ACTIVITIES
The Contractor agrees that costs, planned or claimed, including costs incurred, shall not
include any expense for any religious activity.
SERIAL# 260057-CI
8.48 POLITICAL ACTIVITY PROHIBITED
None of the funds, materials, property, or services contributed by the County or the
Contractor under the agreement shall be used in the performance of this agreement for
any partisan political activity, or to further the election or defeat of any candidate for public
office.
8.49 EQUAL EMPLOYMENT OPPORTUNITY
8.49.1 The Contractor shall not discriminate against any employee or applicant for
employment because of race, age, disability, color, religion, sex, or national origin.
The Contractor shall take affirmative action to ensure applicants are employed and
that employees are treated during employment without regard to their race, age,
disability, color, religion, sex, or national origin. Such action shall include but is not
limited to the following: employment, upgrading, demotion or transfer, recruitment,
or recruitment advertising, lay-off or termination, rates of pay or other forms of
compensation, and selection for training, including apprenticeship.
8.49.2 Contractor shall comply with the following provisions:
8.49.2.1 Title VI and VII of the Civil Rights Act of 1964, as amended (42 U.S.C.
§§ 2000a, et seq.);
8.49.2.2 The Rehabilitation Act of 1973, as amended (29 U.S.C. §§ 701, et seq.);
8.49.2.3 The Age Discrimination in Employment Act of 1967, as amended
(29U.S.C. §§ 621, et seq.);
8.49.2.4 The Americans With Disabilities Act of 1990 (42 U.S.C. §§ 12101, et
seq.); and Arizona Executive Order 2009-09, as amended, et seq. which
mandates that all persons shall have equal access to employment
opportunities.
8.49.2.5 Contractor understands that the United States has the right to seek
judicial enforcement of this assurance.
8.50 CERTIFICATION REGARDING LOBBYING
8.50.1 Contractor certifies, to the best of their knowledge and belief, that:
8.50.1.1
No federal appropriated funds have been paid or will be paid, by or on
behalf of the Contractor, to any person for influencing or attempting to
influence an officer or employee of any agency. This applies to a
Member of Congress, an officer or employee of Congress, or an
employee of a Member of Congress in connection with the awarding of
any federal contract, the making of any federal grant. Including the
making of any federal, loan the entering into of any cooperative
agreement, and the extension, continuation, renewal, amendment, or
modification of any federal contract, grant, loan, or cooperative
agreement.
8.50.2 If any funds other than federal appropriated funds, have been paid or will be paid
to any person for influencing or attempting to influence an officer or employee of
any agency, member of Congress, an officer or employee of Congress, or an
employee of a member of Congress in connection with this federal contract, grant,
loan, or cooperative agreement, the undersigned shall complete and submit
Standard Form-LLL, “Disclosure Form to Report Lobbying,” in accordance with its
instructions.
SERIAL# 260057-CI
8.50.3 Contractor shall include Lobbying Certification language in the award documents
for all subcontractors (including sub-grants, and contract under grants, loans, and
cooperative agreements) and that all sub-recipients shall certify and disclose
accordingly.
8.50.3.1
The Lobbying Certification is a material representation of fact upon
which reliance was placed when this transaction is made or entered
into. Submission of this certification is prerequisite for making or
entering into this transaction imposed by section 1352, Title 31, U.S.
Code. Any successful proposer(s) who fail to file the required
certification shall be subject to a civil penalty of not less than
$10,000.00 and not more than $100,000.00 for each such failure.
8.51 CLEAN AIR ACT & CLEAN WATER ACT
Contractor must comply with all applicable standards, orders, or requirements issued under
section 306 of the Clean Air Act (42 U.S.C. 7606), section 508 of the Clean Water Act (33
U.S.C. 1368) Executive Order 11738, and Environmental Protection Agency regulations.
8.52 ENERGY POLICY AND CONSERVATION ACT
Contractor must adhere to the standards and policies relating to energy efficiency, which
are contained in the State energy conservation plan issued in compliance with the Energy
Policy and Conservation Act (Pub. L. 94-163, 89 Stat.871).
8.53 CONTRACT DISPUTES
All contract disputes will be handled in accordance with the Maricopa County Procurement
Code, MCI-906.
8.54 INCORPORATION OF DOCUMENTS
8.54.1 The following are to be attached to and made part of this contract:
8.54.1.1 Exhibit A – Vendor Information
8.54.1.2 Exhibit A-1 – Vendor Pricing
8.54.1.3 Exhibit B – Service Level Agreement
8.54.1.4 Exhibit C – Additional Hosting Requirements
8.54.1.5 Exhibit D – Platinum Hosting Service Features
8.54.1.6 Exhibit E – Service and License Additional Terms and Conditions
8.54.1.7 Exhibit F – NextRequest Services and License Terms and Conditions
8.54.1.8 Exhibit G – Social Media Archiving Services and License Terms and
Conditions
8.55 NOTICES
All notices given pursuant to the terms of this contract shall be addressed to:
For County:
SERIAL# 260057-CI
Maricopa County
Office of Procurement Services
301 W. Jefferson St. Suite 700
Phoenix, Arizona 85003-1647
For Contractor:
CivicPlus, LLC
302 S. 4th St., Suite 50
Manhattan, KS 66502
8.56 ADDITIONAL TERMS AS AGREED BY THE PARTIES:
8.56.1
Contractor shall provide County with uptime reports of the previous month before
the end of the first full week of each month for the County website services,
including main site and intranet.
8.56.2
Contractor agrees to provide SOC2 reports on an annual basis from applicable
hosting providers, as appropriate based on County’s hosting solution.
8.56.3
County shall retain the same level of support Contractor has provided throughout
the subscription of the County’s services.
8.56.4
The parties agree that services provided to County as of the time of execution
includes the services listed in Exhibit A-1.
SERIAL# 260057-CI
IN WITNESS WHEREOF, this contract is executed on the date set forth above.
CONTRACTOR
AUTHORIZED SIGNATURE
PRINTED NAME AND TITLE
ADDRESS
DATE
MARICOPA COUNTY
CHAIR, BOARD OF SUPERVISORS
DATE
ATTESTED:
CLERK OF THE BOARD
DATE
APPROVED AS TO FORM:
DEPUTY COUNTY ATTORNEY
DATE
EXHIBIT A - VENDOR INFORMATION
COMPANY NAME:
CivicPlus LLC
DOING BUSINESS AS (dba):
MAILING ADDRESS:
302 S. 4th St., Suite 500 Manhattan, KS 66502
REMIT TO ADDRESS:
302 S. 4th St., Suite 500 Manhattan, KS 66502
TELEPHONE NUMBER:
FAX NUMBER:
NA
WWW ADDRESS:
www.civicplus.com
REPRESENTATIVE NAME:
Amanda Parr
REPRESENTATIVE MESSAGE NO:
785-323-1544
REPRESENTATIVE EMAIL ADDRESS
amanda.parr@civicplus.com
YES
NO
REBATE
WILL ACCEPT PROCUREMENT CARD FOR PAYMENT
[X]
[ ]
WILL OFFER REBATE (CASH OR CREDIT) FOR
UTILIZING PROCUREMENT CARD
[ ]
[X]
PAYMENT TERMS: NET 30 DAYS
SERIAL# 260057-CI
EXHIBIT A-1 - VENDOR PRICING
QTY
DESCRIPTION
PRICE
1
Annual - Municipal Websites Central
$70,855.92
1
Hosting & Security Annual Fee - Municipal Websites
Central
$22,909.65
5
SSL Management CivicPlus Provided: URLs
$1,082.02
4
DNS and Domain Hosting Annual Fee: URLs
$692.49
1
Maricopa County: 36 Month Redesign Ultimate Annual
$1,0991.13
5
Platinum Hosting & Security per domain (must be
purchased for each)
$2,6836.34
1
Additional Storage 25 GB
$6,011.15
1
CivicMedia Standard Annual Fee - includes live streaming +
20GB storage
$3,369.69
1
Design Center Pro Annual Fee
$17,910.78
1
Municipal Website Central Code base in a 3rd party escrow
$2,885.35
60
Custom System Development Annual Fee – For the Website
Services, subject to an agreed upon scope of work.
$17,538.84
1
AudioEye Managed: https://www.maricopa.gov
$53,732.36
1
Platform IdP Integration Annual Fee
$2,109.20
1
mymc.maricopa.gov : Sub-site Annual Fee
$1,514.81
1
mymc.maricopa.gov : 36 Month Redesign Ultimate Annual
$0.00
1
Sandbox : Sub-site Annual Fee
$1,514.80
1
Intranet Sandbox: Sub-site Annual Fee
$1,514.80
Year 1 of Contract Term: 04/06/26-04/05/27 (Year 1): YEAR 1 TOTAL
$241,469.33
Year 2 of Contract Term: 04/06/27-04/05/28 (Year 2): YEAR 2 TOTAL $248,713.41
Custom Programming (1-50 hours)
$150 (per hour)
Custom Programming (51-250 hours)
$140 (per hour)
Custom Programming (251-500 hours)
$130 (per hour)
Custom Programming (501-1000 hours)
$120 (per hour)
QTY
DESCRIPTION
SUBSCRIPTION PRICE
1
Social Media Archiving Subscription - Unlimited Accounts &
Up to 20k Records per Month - Includes Risk Management
Analytics (RMA)
$21,407.40
Subscription Term: 07/22/26-07/21/27. SUBSCRIPTION TOTAL
$21,407.40
Subscription Term: 07/22/27-04/05/28. SUBSCRIPTION TOTAL
$15,844,87
QTY
DESCRIPTION
1
NextRequest Standard Plan for local agencies; Unlimited Staff Users, Up to 10
Admin-Publisher Users, Unlimited Storage. Core Features: Review & Redaction
Features, Payments, IT & Compliance Features (County Attorney’s Office).
Year 1: 04/06/26-04/05/27
Year 1 Total: $51,227.40
Year 2: 04/06/27-04/05/28
Year 2 Total: $53,788.77
SERIAL# 260057-CI
QTY
DESCRIPTION
1
NextRequest Standard Plan for local agencies; Unlimited Staff Users, Up to 10
Admin-Publisher Users, Up to 2TB Storage. Core Features: Review & Redaction
Features, Payments, IT & Compliance Features (County Recorder’s Office).
Year 1: 04/06/26-04/05/27
Year 1 Total: $20,462.40
Year 2: 04/06/27-04/05/28
Year 2 Total: $21,485.52
QTY
DESCRIPTION
1
One-time, first year charge - NextRequest Standard Implementation (Virtual
Only): Admin Users: 1 Kickoff Call, 1 Admin Training. Staff Users have Access
to a monthly webinar for general training and questions
1
NextRequest UB Standard Plan NextRequest Standard Plan; Unlimited Staff
Users, Up to 10 Admin-Publisher Users, Up to 2TB Storage. Core Features.
Review & Redaction Features. Payments. IT & Compliance Features. (County
Elections)
Year 1: 04/06/26-04/05/27
Year 1 Total: $21,488.00
Year 2: 04/06/27-04/05/28
Year 2 Total: $20,462.40
EXHIBIT B
SERVICE LEVEL AGREEMENT (SLA)
CivicPlus will use commercially reasonable efforts to make the GCMS® available with a Monthly Uptime
Percentage (defined below) of at least 99.99%, based on a 24/7 calendar, in each case during any
monthly billing cycle (the “Service Commitment”). In the event CivicPlus does not meet the Service
Commitment, County will be eligible to receive a Service Credit as described below.
Definitions
•
“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 the CivicPlus 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 CivicPlus 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 County (excluding one-time
payments such as upfront payments) for the month accordance with the schedule below.
Monthly Uptime Percentage
Service Credit Percentage
Less than 99.99%
10% of one month’s fee
Less Than 99%
30% of one month’s fee
CivicPlus will apply any Service Credits only against future payments otherwise due from County. Service
Credits will not entitle County 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 contract, County’s sole and exclusive remedy for any Unavailability, non-performance, or
other failure by CivicPlus to provide the service is the receipt of a Service Credit (if eligible) in accordance
with the terms of this SLA.
Credit Request and Payment Procedures
1.
CivicPlus will compile uptime reports on a monthly basis for review. If 99.99% uptime
percentage is not achieved (subject to limitations & exceptions as provided below), CivicPlus
will proactively provide the service credit to appear on the following year’s invoice.
If the Monthly Uptime Percentage of such request is confirmed by CivicPlus and is less than the Service
Commitment, then CivicPlus will issue the Service Credit to County within one billing cycle following the
month in which County’s request is confirmed by CivicPlus.
SERIAL# 260057-CI
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
CivicPlus’ reasonable control, including any force majeure event or Internet access or related problems
beyond the demarcation point of CivicPlus; (iii) that result from any actions or inactions of County; (iv)
that result from County equipment, software or other technology and/or third party equipment, software
or other technology (other than third party equipment, software or other technology within CivicPlus’ direct
control); (v) that result from any maintenance as provided for pursuant to the Contract; (vi) arising from
CivicPlus’ suspension and termination of County’s right to use the GCMS® in accordance with the
Contract; or (vii) any intermittent slowness, lasting longer than that defined as Unavailability in this SLA
between 2:00AM to 3:00AM Mountain Standard Time every morning while the application pulls restart
(collectively, the “SLA Exclusions”). If availability is impacted by factors other than those used in CivicPlus’
Monthly Uptime Percentage calculation, then CivicPlus may issue a Service Credit considering such
factors at CivicPlus’ discretion.
Disaster Recovery Feature Service Commitment
CivicPlus will use commercially reasonable efforts to insure that in the event of a disaster that makes the
primary data center unavailable (see definition of Datacenter Availability below) County site will be
brought back online at a secondary data center (the “Recovery Service Commitment”). In the event
CivicPlus does not meet the Recovery Service Commitment, you will be eligible to receive a Recovery
Service Credit as described below.
Definitions
•
“Datacenter Availability” is determined by inability to provide or restore functions necessary to
support the Recovery Service Commitment. Examples of necessary functions include but are
not limited cooling, electrical, sufficient Internet access, physical space, and physical access.
•
A “Recovery Service Credit” is a dollar credit, calculated as set forth below, that CivicPlus 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.
Recovery Service Commitments and Recovery Service Credits
Recovery Service Credits are calculated as a percentage of the total charges paid by County (excluding
one-time payments such as upfront payments) for the month accordance with the schedule below.
Recovery Time Objective
Recovery Service Credit Percentage
4 Hours
10% of one month’s fee
Recovery Point Objective
Recovery Service Credit Percentage
1 Hour
10% of one month’s fee
Emergency Threat Response
1.
In the event that County receives or detects any threats that target County’s internet assets as
determined by the County only, County may immediately contact CivicPlus Support to share
details of the threat so that CivicPlus may assess the threat. In the event that CivicPlus receives
or detects any threats that target County internet assets, CivicPlus must immediately contact
County’s Emergency Contacts to notify County of the threat.
Once an attack is identified, CivicPlus Network Engineers will follow internal process to fight off attack(s).
SERIAL# 260057-CI
2.
Using DDoS mitigation techniques such as blocking questionable traffic, blocking zones, and
implementing captcha if necessary. Of course this will only be in place during the attack. Once
the attack has ended, normal configuration will be restored.
SERIAL #260057-CI
EXHIBIT C
ADDITIONAL HOSTING REQUIREMENTS
1.0
AVAILABILITY:
1.1 Contractor will use commercially reasonable efforts to make the GCMS® available with a Monthly
Uptime Percentage (calculated by subtracting from 100% the percentage of minutes during the
month in which the GCMS, was Unavailable) Monthly Uptime Percentage measurements exclude
downtime resulting directly or indirectly from any Exclusion (defined as any downtime (i) that results
from a suspension of services for nonpayment; (ii) caused by factors outside of Contractor’s
reasonable control, including any force majeure event or Internet access or related problems
beyond the demarcation point of Contractor; (iii) that result from any actions or inactions of County
or any third party; (iv) that result from County 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 contract; or (vi) arising
from Contractor’s suspension and termination of County’s right to use the GCMS® in accordance
with the contract) of at least 99.99%, in each case during any monthly billing cycle (the “Service
Commitment”).
1.2 An industry-recognized backup methodology must be employed, including the use of off-site
storage. The Contractor must make backup procedures and logs available at any time upon request
from the County.
1.3 A website on the internet has a lot of variables that will affect performance. A lot of these variables
are out of the control of Contractor. Some of the variables out of Contractor’s control include but
are not limited to:
•
Bandwidth of the end user
•
Computer hardware and software of the end user
•
End-user’s network congestion
•
County created content on pages
•
3rd party use of widgets and 3rd party code added to County site
•
Web browser choice
•
Hacktivism
The variables that Contractor can control and will control are:
•
Hosting hardware and utilization of the hardware
•
Hosting network congestion
•
Available upload and download bandwidth
•
Partnerships with the common data carriers
•
CivicEngage code issues
Contractor strives to make its proprietary software systems some of the fastest and most
responsive CMS option on the market. Contractor has set the below performance benchmarks.
Should these performance benchmarks not be achieved at any time, Contractor shall use
commercial best efforts to determine the cause of the failure and either rectify the issue, if possible,
or collaborate with County to resolve the issue.
Contractor’s Performance Benchmarks are:
Page Type
Time to First Byte
Load
Total Size
Home Page
600 ms
3.1 seconds
1.5 MB
Interior Pages
600 ms
3.1 seconds
1.5 MB
Module Pages
600 ms
3.1 seconds
1 MB
Live Edit Pages
1000 ms
6 seconds
2 MB
Admin Pages
1000 ms
6 seconds
1
MB
SERIAL #260057-CI
2.0
SUPPORT OVERVIEW:
2.1
Support hours (accommodate our time zone) - Contractor will maintain customer service
hours that coincide with County’s 8AM- 5PM M-Fri (MST) office schedule. Contractor will
also provide afterhours support at a level commensurate with the nature of the service
provided.
2.2
Updates/upgrades - Contractor will follow a timely and consistent schedule in applying
updates to their solution and the underlying infrastructure needed to support it. Zero
day/emergency updates will be done expeditiously by Contractor, with proper
communication to County affected.
2.3
Contractor will comply with all applicable provisions of the Americans with Disabilities Act,
the Rehabilitation Act of 1973, and all applicable federal regulations, as amended from time
to time (ADA Laws). All electronic and information technology and products and services
to be used must be compliant with the ADA Laws.
2.3.1
Contractor will use reasonable best efforts that the Contractor-provided
platform/software components of all of its web content services and products and
all of its mobile apps services and products, covered under this contract, and in
all languages provided, will be designed to conform with Level A and Level AA
success criteria and conformance requirements specified in the Web Content
Accessibility Guidelines (WCAG) 2.1(AA) to the extent applicable to the Services
and within Contractor’s control or will be modified to be compliant prior to delivery
or installation to County. County acknowledges that (i) accessibility is a shared
responsibility, and (ii) County is responsible for accessibility of County-managed
content, documents/media, configurations, and any third-party content or
integrations added by County. Contractor further will use reasonable best efforts
so that all web content services and products and all mobile apps services and
products, in all languages provided, shall remain in full compliance with the above
WCAG success criteria and conformance requirements during the term of the
contract. Contractor agrees to promptly notify County in the event it becomes
aware that any web content services and products or any mobile apps services
and products provided under this Contract become non-compliant with the above
WCAG success criteria and conformance requirements, if applicable. Notification
obligations apply only to confirmed accessibility defects in Contractor-controlled
code within the scope of the Services. In such an event, Contractor agrees it will
work to remediate any identified compliance deficiencies and will notify County
concerning the estimated remediation completion date. Contractor will use
reasonable best efforts to remediate confirmed accessibility defects promptly,
taking into account severity, impact, and release schedules. Upon request,
Contractor shall provide County with documentation, such as its then-current
Accessibility Conformance Report/VPAT and related accessibility documentation
for the applicable product(s), substantiating compliance of the services or
products with the above WCAG success criteria and conformance requirements
and any other applicable governmental regulations regarding accessibility. Non-
compliance with the above WCAG success criteria and conformance
requirements will be deemed a material breach of the contract and the County
may immediately terminate the contract or impose other legal remedies at the
County’s discretion, including suspension of services and/or products. Any
determination of breach will be based on (i) material nonconformance within
Contractor’s control, and (ii) Contractor’s failure to use best efforts to remediate
following notice and a reasonable opportunity to cure. The County reserves the
right to audit Contractor’s compliance with the above WCAG success criteria and
conformance requirements. Any audit will be at County’s expense, conducted
during normal business hours on reasonable advance notice, and subject to
confidentiality and security requirements; Contractor will reasonably cooperate by
providing available documentation (e.g., VPAT/ACR) and responding to
reasonable inquiries. The Contractor will use reasonable best efforts to cure any
SERIAL #260057-CI
inaccessibility claims arising from the Contractor’s non-compliance with the above
WCAG success criteria and conformance requirements.
2.3.2
For the avoidance of doubt, CivicPlus's obligations under this Section do not
extend to (i) any text, images, documents, or media uploaded or published by
Customer or its end users through the Services; (ii) third-party integrations, plug-
ins, or content not developed or controlled by CivicPlus; or (iii) modifications to
the Services made by Customer outside of the standard configuration options
provided by CivicPlus.
3.0
DATA OVERVIEW:
3.1
Data liberation - Contractor is required to provide the means to pull all user data from
Contractor solution any time as desired, in a machine-readable format.
3.2
System shall be capable of encrypting data both at rest and in transit as
needed/determined by the County.
3.3
Data Ownership: The County will own all rights, title and interest in its identifiable data that
is related to the services provided by this contract. The Contractor shall not access County
user accounts or identifiable County data, except (1) in the course of data center
operations, (2) in response to service or technical issues, (3) as required by the express
terms of this contract or (4) at the County’s written request. For the sake of clarity,
“identifiable data” means any data that identifies a person or that permits the identity of a
person to be reasonably inferred directly or indirectly, including data that is linked directly
to the County’s Services.
3.4
Data Protection: Protection of personal privacy and data shall be an integral part of the
business activities of the Contractor to ensure there is no inappropriate or unauthorized
use of County information at any time. To this end, the Contractor shall safeguard the
confidentiality, integrity and availability of County information and comply with the following
conditions:
3.4.1
The Contractor shall implement and maintain appropriate administrative, technical
and organizational security measures to safeguard against unauthorized access,
disclosure or theft of personal data and non-public data. Such security measures
shall be in accordance with recognized industry practice and not less stringent than
the measures the service provider applies to its own personal data and non-public
data of similar kind.
3.4.2
All data solicited by the County and maintained by the Contractor in the
performance of this contract shall become and remain the property of the County.
Contractor usage of identifiable County data for non-County purposes requires
written approval from the County.
3.4.3
All personal data shall be encrypted at rest and in transit with controlled access.
The County shall identify data it deems as non-public data to the Contractor. The
level of protection and encryption for all non-public data shall be identified and
made a part of this contract. Any stipulation of responsibilities will identify specific
roles and responsibilities and shall be made a part of this contract.
3.5
At no time shall any identifiable data or processes — that either belong to or are intended
for the use of the County or its officers, agents or employees — be copied, disclosed or
retained by the Contractor or any party related to the Contractor for subsequent use in any
transaction that does not include the County.
3.6
Hosted applications must have the ability to support encrypted protocols for sensitive data
in flight and in rest. Encryption ciphers must use at least a 128-bit key length. Hashing
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algorithms used must be of the Secure Hash Algorithm (SHA) or Advanced Encryption
Standard (AES) family. The minimum acceptable algorithm shall be SHA-2 or AES128.
3.7
Data Location: The Contractor shall provide its services to the County and its end users
solely from data centers in the U.S. Storage of County data at rest shall be located solely
in data centers in the U.S. The Contractor shall not allow its personnel or contractors to
store County data on portable devices, including personal computers, except for devices
that are used and kept only at its U.S. data centers. The Contractor shall permit its
personnel and contractors to access County data remotely only as required to provide
technical support..
3.8
The Contractor shall destroy all offline copies of County data at the time they cease to be
useful. Destruction procedures must be made available to the County upon request.
3.9
At the conclusion of the contract, all County data and working papers must be returned to
the County and all Contractor copies destroyed. The Contractor must confirm in writing to
the County that all data was destroyed in accordance with this agreement and state the
methodology used.
4.0
BACKUP AND DISASTER RECOVERY OVERVIEW:
4.1
County has the right to, with 72 hours’ notice, request a test of backup and Disaster
Recovery functionality, as defined in the contract.
4.2
Backups to removable media must be encrypted using the Advanced Encryption Standard
(AES) with a minimum of a 128-bit key. Industry recognized key handling procedures must
be utilized. At no time shall the key be stored on the backup media in clear text, including
but not limited to table labels. The Contractor must make key handling procedures and logs
available upon request.
4.3
Unless otherwise stated, Contractor will complete incremental backups daily and be able
to successfully generate full backups within 24 hours unless otherwise agreed upon.
5.0
INTEGRATION AND INTERFACES OVERVIEW:
All integrations and interfaces are fully documented and updated when changes are made by
Contractor at no cost to the County.
6.0
TESTING OVERVIEW: Omitted.
7.0
CONNECTIVITY OVERVIEW:
7.1
Contractor will proactively communicate any proposed networking change made against
connections between Contractor and County a minimum of 5 business days prior to the
change.
7.2
County applications installed on user workstations that must contact the off-site hosting
environment must be able to do so through a secured HTTP proxy. Workstations must not
be required to directly connect over the Internet for any reason.
7.3
Any connection between the County and Contractor needs to be secured using industry
accepted standards.
8.0
SYSTEM SECURITY OVERVIEW:
8.1
Security Incident or Breach Notification and Responsibilities: The Contractor shall inform
the County of any security incident or data breach.
SERIAL #260057-CI
8.2
Breach notification requirements shall be determined by all applicable laws and contracts
including, but not limited to, Arizona Revised Statutes 44-7501 and 18-552, the Health
Insurance Portability and Accountability Act (HIPAA), Criminal Justice Information
Services (CJIS) and Payment Card Industry (PCI).
8.3
Incident Response: The Contractor may need to communicate with outside parties
regarding a security incident, which may include contacting law enforcement, fielding
media inquiries and seeking external expertise as mutually agreed upon, defined by law or
contained in the contract. Discussing security incidents with the County should be handled
on an urgent as-needed basis (within 24 hours), as part of Contractor communication and
mitigation processes as mutually agreed upon, defined by law or contained in the contract.
8.4
Unless otherwise stipulated, if a data breach is a direct result of the Contractor’s breach of
its contract obligation to encrypt personal data or its contract obligation to prevent release
of such personal data, the Contractor shall bear the costs associated with the following:
8.4.1
the investigation and resolution of the data breach;
8.4.2
notifications to individuals, regulators or others required by state law; E
8.4.3
a credit monitoring service required by state (or federal) law;
8.4.4
a website or a toll-free number and call center for affected individuals required by
state law — all not to exceed the average per record per person cost calculated
for data breaches in the United States in the most recent Cost of Data Breach
Study: Global Analysis published by the Ponemon Institute at the time of the data
breach; and
8.4.5
complete all corrective actions as reasonably determined by Contractor based on
root cause;.
8.5
Breach Reporting Requirements: If the Contractor has actual knowledge of a confirmed
data breach that affects the security of any County content that is subject to applicable data
breach notification law, the Contractor
8.5.1
promptly notify the appropriate County identified contact within 72 hours or sooner,
unless shorter time is required by applicable law, and
8.5.2
take commercially reasonable measures to address the data breach in a timely
manner.
8.6
The Contractor shall make the information security incident response policy and procedure
available to the County at any time upon request.
8.7
Access to Security Logs and Reports: The Contractor shall provide reports to the County
in a format as specified in the SLA. Reports shall include latency statistics, user access,
user access IP address, user access history and security logs for all County files related to
this contract. County may, at their discretion, use separate SIEM tool to analyze and
manage provided log and report data.
9.0
AUDITING AND COMPLIANCE OVERVIEW:
9.1
The system must log all material user actions, including but not limited to, logon and log
off.
9.2
The system must log all material administrator actions, including but not limited to, user
creation, user deleting, password resets, and privilege level changes.
9.3
The system must log failed login attempts.
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9.4
Logs must be made available to the County at any time, upon appropriately made request.
9.5
The Contractor must comply with all applicable laws, regulations, and contracts including
(but not limited to) Criminal Justice Information Services (CJIS), Health Insurance
Portability and Accountability Act, and Payment Card Industry (PCI).
9.6
If Contractor hosts applications containing HIPAA protected data then Contractor must
enter into a Business Associate agreement (as defined by HIPPA) with the County. The
Business Associate agreement must be maintained for the life of the contract.
9.7
Audit of 3rd Party systems - in order to determine that service level agreements or other
agreements between Maricopa County and the 3rd party entity are being adhered to,
County reserves the right to audit systems being used to provide the service and supporting
services (such as internal work order/ITSM systems, log files, etc.) used to support the
services being provide to the County.
9.8
The Contractor must make SOC2 compliance reports, or other comparable security report,
audit findings, and third-party attestations available at the time of Award, and at any time
to the County upon request. Updated compliance reports shall be provided to the County
Identified I.T. Security Contact annually.
9.9
For SOC 2 reports, this must be of the solution and not of the hosting service the Contractor
may be using (i.e., do not share Amazon’s or Microsoft’s SOC2 report instead of one
specific to the solution in question).
9.10
The Contractor must immediately notify the County, in writing, upon a confirmed violation
of the compliance requirement. The notification must include any information provided by
the regulatory body.
SERIAL #260057-CI
EXHIBIT D
PLATINUM HOSTING SERVICE FEATURES
Data Center
•
Highly Reliable Data Center
•
Managed Network Infrastructure
•
On-Site Power Backup & Generators
•
Multiple telecom/network 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 carriers in place
•
Burstable bandwidth up to 45 Gb/Sec
•
Burstable billing model that does not penalize for transfer
DDoS
•
Data Soaking up to 1Tb/Sec
•
Defined DDoS Attack Process
•
Identify attack source
•
Identify type of attack
•
Monitor attack for threshold engagement
•
DDOS Advanced Security Coverage
•
Continuous DDoS mitigation coverage
•
Content Distribution Network support
•
Proxy server support
•
Live User Detection service
Disaster Recovery
•
Emergency After-hours support, live agent (24/7)
•
On-line status monitor at data center
•
Event notification emails
•
Guaranteed recovery TIME objective (RTO) of 4 hours
•
Guaranteed recovery POINT objective (RPO) of 1 hour
•
Pre-emptive monitoring for disaster situations
•
Multiple data centers
•
Geographically diverse data centers
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’ GCMS®
and associated applications. The support team is available during these hours via CivicPlus’ toll-
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 County’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 County points-of-contact,
with members of both CivicPlus’ project management and support teams available for urgent
requests. Emergency support is provided free-of-charge for true emergencies (ie: website is
down, applications are malfunctioning, etc.), though County may incur support charges for non-
emergency requests during off hours (i.e.: 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-a-day with an
approved client username and password.
Service Escalation Processes
In the event that CivicPlus’ support team is unable to assist County with a request, question or
concern, the issue is reported to the appropriate CivicPlus department.
County requests for additional provided services are forwarded to CivicPlus’ Client Care
personnel.
County concerns/questions regarding GCMS® 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 appropriate personnel within
CivicPlus’ organization at the discretion of the customer support liaison.
Included Services:
Support
Maintenance of CivicPlus GCMS®
7 a.m. – 7 p.m. (CST) Monday –
Friday (excluding holidays)
Install Service
Patches for OS
24/7 Emergency Support
Fixes
Dedicated Support Personnel
Improvements
Usability Improvements
Integration
Integration of System Enhancements
Testing
Proactive Support for Updates & Fixes
Development
Online Training Manuals
Usage License
Monthly Newsletters
Routine Follow-up Check-ins
CivicPlus Connection
SERIAL #260057-CI
EXHIBIT E
CIVICPLUS SERVICE & LICENSE ADDITIONAL TERMS AND CONDITIONS
Termination
1.
CivicPlus may terminate this contract if the Customer materially breaches any provision of this
contract and does not substantially cure the breach within thirty (30) days after receiving notice of
such breach. A delinquent Customer account remaining past due for longer than 90 days is a material
breach by Customer and is grounds for CivicPlus termination. Upon termination for Customer’s
breach, Customer’s right to access or use Customer Data immediately ceases, and, unless otherwise
required by applicable law or by a court order from a court with competent jurisdiction, CivicPlus shall
have no obligation to maintain or forward any Customer Data.
2.
Upon termination of this contract for any reason, (a) the licenses granted by Section 11 below will
terminate and Customer shall cease all use of the CivicPlus Property and CivicPlus services
associated with this contract and (b) any amounts owed to CivicPlus for work performed prior to
termination shall immediately become due in full and payable. If Customer has paid in advance for
CivicPlus services, and this contract terminates due to material breach of this contract by CivicPlus,
CivicPlus shall refund Customer a prorated amount of any amount already paid. Upon termination by
Customer for convenience or due to material breach by Customer, in addition to any remedy provided
in this contract or provided in law or equity, CivicPlus shall be entitled to retain any amounts already
paid. Sections 7, 8, 10, 14, 15, 18, 32, -34, and 40 of this exhibit will survive any expiration or
termination of this contract.
3.
At any time during the term of this contract, CivicPlus may, immediately upon notice to Customer,
suspend Customer and any of its users access to any service due to a threat to the technical security
or technical integrity of the services.
Invoicing & Payment Terms
4.
Invoices shall be sent electronically to the individual/entity designated in the contact sheet that is
required to be filled out and submitted by Customer (the “Contact Sheet”). Customer shall provide
accurate, current and complete information of Customer’s legal business name, address, email
address, and phone number in the Contact Sheet upon contract award. Customer will maintain and
promptly update the Contact Sheet information if it should change. Upon Customer’s request,
CivicPlus will mail hard-copy invoices for a $5.00 convenience fee to be added to the mailed invoice.
5.
Each invoice will state the amount of days from date of invoice payment is due. Unless otherwise
limited by law, a finance charge of 1.5 percent (%) per month or the maximum rate permitted by
applicable law, whichever is less, will be added to past due accounts from due date until paid.
Payments received will be applied first to finance charges, then to the oldest outstanding invoice(s).
If the Customer's account exceeds 60 days past due, support will be discontinued until the Customer's
account is made current. If the Customer's account exceeds 90 days past due, CivicPlus may
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suspend in progress project development and annual recurring services will be discontinued, and the
Customer will no longer have access to the services until the Customer's account is made current.
Customer will be given 15 days’ notice prior to discontinuation of services for non-payment.
6.
During the performance of project development, if Customer requests a change that requires
repeated efforts to previously approved work product and such change causes CivicPlus to incur
additional expenses (i.e. airline change fees, resource hours, consultant fees, Customer does not
show up for scheduled meetings or trainings), Customer agrees to reimburse CivicPlus for such
additional expenses. CivicPlus shall notify Customer prior to incurring such expenses and shall only
incur those expenses which are approved by Customer.
Ownership & Content Responsibility
7.
Upon full and complete payment of amounts owed for project development under this contract,
Customer will own any website graphic designs, services content, module content,
importable/exportable data, and archived information (“Customer Content”) created by CivicPlus on
behalf of Customer pursuant to this contract. “Customer Content” also includes, without limitation,
any elements of text, graphics, images, photos, audio, video, designs, artworks, logos, trademarks,
services marks, and other materials or content which Customer provides to CivicPlus for processing,
transmission, storage, or inputs into any website, software or module in connection with any services.
Customer Content excludes any content in the public domain and any content owned or licensed by
CivicPlus, whether in connection with providing services or otherwise.
8.
Upon completion of the project development, Customer will take over the management and control
of the services and Customer will assume full responsibility for Customer Content maintenance and
administration. Customer, 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. Customer hereby grants CivicPlus a worldwide, non-exclusive right and license
to reproduce, distribute and display the Customer Content as necessary to provide the services.
Customer represents and warrants that Customer owns all Customer Content or that Customer has
permission from the rightful owner to use each of the elements of Customer Content and that
Customer has all rights necessary for CivicPlus to use the Customer Content in connection with
providing the services. Customer agrees that CivicPlus shall not be responsible or liable for the
content of messages created by Customer or by Customer’s users or end-users who access
services. Notwithstanding the foregoing, CivicPlus retains the right, but not the obligation, to remove
any Customer Content that is libelous, harassing, abusive, fraudulent, defamatory, excessively
profane, obscene, abusive, hate related, violent, harmful to minors, that advocates racial or ethnic
intolerance, intended to advocate or advance computer hacking or cracking, or other material,
products or services that violate or encourage conduct that would violate any laws or third-party
rights.
9.
At any time during the term of this contract, Customer will have the ability to download the Customer
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Content and export the data that is processed through the services (“Customer Data”). Customer may
request CivicPlus to perform the export of Customer Data and provide the Customer Data to
Customer in a commonly used format, at any time for a fee to be quoted at time of request and
approved by Customer. Upon termination of the contract for any reason, whether or not Customer
has retrieved or requested the Customer Data, CivicPlus, unless otherwise required by applicable
law or by a court order from a court with competent jurisdiction, reserves the right to permanently and
definitively delete the Customer Content and Customer Data held in the Services thirty (30) days
following termination of the contract. During the thirty (30) day period following termination of the
contract, regardless of the reason for its termination, Customer will not have access to the Services..
10.
Intellectual property in the software or other original works created by or licensed to CivicPlus,
including all software source code, documents, and materials used in performing the services
(“CivicPlus Property”) will remain the property of CivicPlus. CivicPlus Property specifically excludes
Customer Content. Customer 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 this contract; (ii) adapt, alter, modify or make
derivative works based upon any CivicPlus Property; (iii) create internet “links” to the CivicPlus
Property software or “frame” or “mirror” any CivicPlus Property administrative access on any other
server or wireless or internet-based device that may allow third party entities, other than Customer,
to use the services; (iv) reverse engineer, decompile, disassemble or otherwise attempt to obtain the
software source code to all or any portion of the services; (v) make any attempt to gain unauthorized
access to the services and/or any of CivicPlus’ systems or networks; or (vi) 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 contract.
11.
Provided Customer complies with the terms and conditions herein, including the license restrictions
set forth in Section 10, CivicPlus hereby grants Customer a limited, nontransferable, nonexclusive,
non-assignable license to access and use the CivicPlus Property associated with the services under
this contract, for the term of this contract. The license set forth herein, shall only apply to the extent
that Customer is using the services for legitimate business use as intended by the purpose of the
services and not for the purpose of comparing the services to a competitor or similar product of
CivicPlus. Customer hereby warrants and affirms its purpose in accessing or otherwise using the
services is for their intended purpose only.
12.
All CivicPlus helpful information and user’s guides for the services (“Documentation”) are maintained
and updated electronically by CivicPlus and can be accessed through the CivicPlus “Help Center”.
CivicPlus does not provide paper copies of its Documentation. Customer and its users are granted a
limited license to access Documentation as needed. Customer shall not copy, download, distribute,
or make derivatives of the Documentation.
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13.
Customer acknowledges that CivicPlus may continually develop, alter, deliver, and provide to the
Customer ongoing innovation to the services, in the form of new features and functionalities. CivicPlus
reserves the right to modify the services from time to time. Any modifications or improvements to the
services under this contract will be provided to the Customer at no additional charge. In the event that
CivicPlus creates new products or significant enhancements to the services (“New Services”), and
Customer desires these New Services, then Customer will have to pay CivicPlus the appropriate fee
for the access to and use of the New Services. CivicPlus shall use its reasonable best efforts to
provide workarounds in the event any modification to the services causes Customer to lose
substantial functionality of the services.
14.
CivicPlus in its sole discretion, may utilize all comments and suggestions, whether written or oral,
furnished by Customer to CivicPlus in connection with its access to and use of the services (all
reports, comments and suggestions provided by Customer hereunder constitute, collectively, the
“Feedback”). Customer hereby grants to CivicPlus a worldwide, non-exclusive, irrevocable, perpetual,
royalty-free right and license to incorporate the Feedback in the CivicPlus products and services.
Indemnification
15.
CivicPlus will defend at its expense or settle any third-party claim against Customer alleging that the
services provided under this contract infringe intellectual property rights. CivicPlus will pay
infringement claim defense costs, CivicPlus–negotiated settlement amounts, and damages finally
awarded by a court. CivicPlus has no obligation for any claim of infringement arising from Customer's
use of the services for purposes not contemplated by this contract. CivicPlus’s indemnification
obligations under this Section 15 are conditioned upon the Customer (i) promptly notifying the
CivicPlus of any claim in writing; (ii) cooperating with CivicPlus in the defense of the claim; and (iii)
granting CivicPlus sole control of the defense or settlement of the claim. The indemnification
obligations of CivicPlus herein shall not apply to any claims of intellectual property infringement
related to Customer Content.
Responsibilities of the Parties
16.
CivicPlus will not be liable for any act, omission of act, negligence or defect in the quality of service
of any underlying carrier, licensor or other third-party service provider whose facilities or services are
used in furnishing any portion of the service received by the Customer.
17.
CivicPlus will not be liable for any failure of performance to the extent that such failure is caused by
or the result of any act or omission by Customer or any entity employed/contracted on the Customer’s
behalf. During project development, Customer will be responsive and cooperative with CivicPlus to
ensure the project development is completed in a timely manner.
18.
Customer agrees that it is solely responsible for the end-user’s personal data that Customer decides
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to solicit, collect, store, or otherwise use in connection with any service provided by CivicPlus.
Customer understands and agrees that CivicPlus provides certain solutions with increased security
measures for the solicitation and storage of any sensitive data, and it is Customer’s responsibility to
determine whether the data it solicits and collects should be stored in such solutions. Customer
understands and agrees that CivicPlus does not have knowledge or control over what type of data
Customer solicits therefore CivicPlus has no responsibility for the use or storage of end-users’
personal data in connection with the services or the consequences of the solicitation, collection,
storage, or other use by Customer or by any third party of any personal data. Customer has the sole
control and responsibility over the determination of which data and information shall be included in
the content that is to be transmitted and stored by CivicPlus. Customer shall not provide to CivicPlus
or allow to be provided to CivicPlus any content that (a) infringes or violates any 3rd party’s intellectual
property rights, rights of publicity or rights of privacy, (b) contains any defamatory material, or (c)
violates any federal, state, local, or foreign laws, regulations, or statutes.
19.
Customer is responsible for all activity that occurs under Customer's accounts by or as authorized by
Customer. Customer agrees to (a) be solely responsible for all designated and authorized individuals
chosen by Customer (“User”) activity, provided such User activity is authorized by Customer (User
activity must be in accordance with this Agreement and the CivicPlus Terms of Use); ; (b) be solely
responsible for Customer Data; (b) obtain and maintain during the term all necessary consents,
agreements and approvals from end-users, individuals or any other third parties for all actual or
intended uses of information, data or other content Customer will use in connection with the services;
(c) use commercially reasonable efforts to prevent unauthorized access to, or use of, any user’s log-
in information and the services, and notify CivicPlus promptly of any known unauthorized access or
use of the foregoing; (d) use commercially reasonable efforts to prevent unauthorized access to or
use of the services and CivicPlus Property and shall promptly notify CivicPlus of any unauthorized
access or use of the services and/or CivicPlus Property and any loss or theft or unauthorized use of
any user's password or username and/or personal information; and (e) use the services only in
accordance with applicable laws and regulations.
20.
The parties shall comply with all applicable local, state, and federal laws, treaties, regulations, and
conventions in connection with its use and provision of any of the services or CivicPlus Property.
21.
CivicPlus shall not be responsible for any act or omission of any third-party vendor or service provider
that Customer has selected to integrate any of its services with.
22.
Customer understands that CivicPlus must fastidiously allocate resources across all of its customers
and specifically reserves necessary resources for Customer’s project development. If any
professional services, such as consulting or training, purchased by Customer are not used during the
project development phase solely due to the inaction or unresponsiveness of Customer, then these
services shall expire 30 days after completion of project development. The Customer may re-
schedule any unused professional services during this 30-day period as mutually agreed upon by the
parties. Any professional services that have not been used or rescheduled shall be marked as
complete and closed upon the expiration of the 30-day period.
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Data Security
23.
CivicPlus shall, at all times, comply with the terms and conditions of its Privacy Policy. CivicPlus will
maintain commercially reasonable administrative, physical, and technical safeguards designed to
protect the security and confidentiality of Customer Data. CivicPlus will not modify Customer Data or
disclose Customer Data, except (a) in order to provide the services; (b) to prevent or address service
or technical problems in connection with support matters; (c) as specifically directed or expressly
permitted in writing by Customer, (d) in compliance with CivicPlus Privacy Policy unless otherwise
required by applicable law or by a court order from a court with competent jurisdiction; or (f) if
compelled by law. Notwithstanding the foregoing, CivicPlus reserves the right to delete, suspend, or
block known malicious accounts without Customer authorization. Customer understands that
CivicPlus has no obligation to provide the services or maintain the Customer Data, information or
other material if Customer’s accounts are past due and unpaid as set forth in this contract.
24.
Customer acknowledges and agrees that CivicPlus utilizes third-party service providers to host and
provide the services and store Customer Data and the protection of such data will be in accordance
with such third party’s safeguards for the protection and the security and confidentiality of Customer’s
Data. Notwithstanding anything to the contrary, CivicPlus shall have the right to collect and analyze
data and other information relating to the provision, use and performance of various aspects of the
services and related systems and technologies (including, without limitation, information concerning
Customer Data and data derived therefrom), and CivicPlus will be free (during and after the term
hereof) to use such information and data to improve and enhance the services and for other
development, diagnostic and corrective purposes in connection with the services and other CivicPlus
offerings.
25.
CivicPlus may offer Customer the ability to use third-party applications in combination with the
services. Any such third-party application will be subject to acceptance by Customer. In connection
with any such third-party application agreed to by Customer, Customer acknowledges and agrees
that CivicPlus may allow the third-party providers access to Customer Data as required for the
interoperation of such third-party application with the services. The use of a third-party application
with the services may also require Customer to agree to a separate agreement or terms and
conditions with the provider of the third-party application, which will govern Customer's use of such
third-party application.
26.
In the event of a security breach due to the sole negligence, malicious actions, omissions, or
misconduct of CivicPlus, CivicPlus, as the data custodian, will comply will all remediation efforts as
required by applicable federal and state law.
CivicPlus Support
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27.
CivicPlus will use commercially reasonable efforts to perform the services in a manner consistent with
applicable industry standards, including maintaining services availability 24 hours a day, 7 days a
week with 99.99% uptime. Customer will have 24/7 access to the online CivicPlus Help Center
(civicplus.help) to review use articles, software best practices, receive maintenance release notes,
as well as submit and monitor omni-channel support tickets and access solution specific support
contact methods (https://www.civicplus.help/hc/en-us/requests/new).
28.
CivicPlus provides live support engineers based in the domestic United States to respond to basic
questions concerning use and configuration, to diagnose software code-related errors, and
proactively identify potential systems issues. CivicPlus support engineers serve a preliminary function
in the agile development process and escalate defects to software developers or architects for
remediation. For security purposes, CivicPlus support engineers are not permitted to modify user
accounts, and permissions nor distribute access outside of accounts established by means of a
support interaction for testing. Customer delegated users may receive tutorials and guidance on
account modifications but will perform the action themselves.
29.
CivicPlus support hours span between the hours of 7 am to 7 pm CST, but may vary by product.
Customer may access the CivicPlus Help Center (civicplus.help) to obtain each product’s support
hours. After hours support is available by toll- free phone call only. Non-emergency support requested
outside of support hours will be subject to additional fees, such fees will be quoted to Customer at
the time of the request and will be subject to Customer acceptance and invoiced the next business
day following the non-emergency support. CivicPlus shall have the sole discretion to determine in
good faith whether support requests qualify as an emergency, exceed reasonable use or are outside
the scope of services outlined in this contract.
30.
If a reported problem cannot be solved during the first support interaction, Customer will be provided
a ticket number that will be used as communication method throughout ticket escalation until a
solution is provided. Support service does not include support for errors caused by third party products
or applications for which CivicPlus is not responsible.
Marketing
31.
Customer hereby authorizes CivicPlus to include CivicPlus’s name and logo inconspicuously within
the Customer’s instance of the services. Customer may publicly refer to itself as a customer of the
CivicPlus services, including on Customer's website and in sales presentations. Notwithstanding the
foregoing, CivicPlus hereby grants Customer a limited, worldwide, license to use the logo of CivicPlus
in conformance with its trademark usage guidelines and solely for the purposes of providing the
services. In no event will either party issue a press release publicly announcing this relationship
without the approval of the other party, such approval not to be unreasonably withheld.
Limitation of Liability
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32.
CivicPlus’ liability to County arising out of or related to this contract will not exceed the amounts paid
by Customer for the Annual Recurring Services in the year prior to such claim of liability.
33.
In no event will CivicPlus be liable to Customer for any consequential, indirect, special, incidental, or
punitive damages arising out of or related to this contract.
34.
The liabilities limited by Sections 32 and 33 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 Customer is
advised in advance of the possibility of the damages in question and even if such damages were
foreseeable; and (d) even if Customer’s remedies fail of their essential purposes. If applicable law
limits the application of the provisions of this Limitation of Liability section, CivicPlus’ liability will be
limited to the maximum extent permissible.
Warranties and Disclaimer
35.
Each person signing this contract represents and warrants that he or she is duly authorized and has
legal capacity to execute and bind the respective party to the terms and conditions of this contract.
Each party represents and warrants to the other that the execution and delivery of this contract and
the performance of such party’s obligations thereunder have been duly authorized and that this
contract is a valid and legal agreement binding on such party and enforceable in accordance with its
terms. Customer represents and warrants that Customer has not provided any false information to
gain access to the service and that Customer’s billing information provided on the Contact Sheet is
correct; and it has all necessary rights in the Customer Content to permit Customer’s use of the
service and to grant the licenses contained in this contract without infringing the intellectual property
or other rights of any third parties, violating any applicable laws, or violating the terms of any license
or agreement to which it is bound.
36.
CivicPlus warrants that the services will perform substantially in accordance with Documentation and
marketing proposals, and free of any material defect. CivicPlus warrants to the Customer that, upon
notice given to CivicPlus of any defect in design or fault or improper workmanship, CivicPlus will
remedy any such defect. CivicPlus makes no warranty regarding, and will have no responsibility for,
any claim arising out of: (i) a modification of the services made by anyone other than CivicPlus; or (ii)
use of the services in combination with a third-party service, web hosting service, or server not
authorized by CivicPlus.
37.
The services may be temporarily unavailable for scheduled maintenance or for unscheduled
emergency maintenance, either by CivicPlus or by third-party providers, or because of other causes
beyond CivicPlus's reasonable control, but CivicPlus shall use reasonable efforts to provide advance
notice in writing or by e-mail of any scheduled service disruption. HOWEVER, SERVICE PROVIDER
DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE;
NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM
USE OF THE SERVICES.EXCEPT FOR THE EXPRESS WARRANTIES IN THIS CONTRACT, THE
SERVICES ARE PROVIDED “AS IS AND CIVICPLUS HEREBY DISCLAIMS ALL WARRANTIES,
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WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING ANY IMPLIED
WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR ARISING
FROM A PRIOR COURSE OF DEALING.
38.
EACH PROVISION OF THIS CONTRACT THAT PROVIDES FOR A LIMITATION OF LIABILITY,
DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS TO ALLOCATE THE RISKS
OF THIS CONTRACT BETWEEN THE PARTIES. THIS ALLOCATION IS REFLECTED IN THE
PRICING OFFERED BY CIVICPLUS TO CUSTOMER AND IS AN ESSENTIAL ELEMENT OF THE
BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS
SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THIS AGREEMENT.
Force Majeure
39.
No party shall have any liability to the other hereunder by reason of any delay or failure to perform
any obligation or covenant if the delay or failure to perform is occasioned by force majeure, meaning
any act of God, storm, pandemic, fire, casualty, unanticipated work stoppage, strike, lockout, labor
dispute, civil disturbance, riot, war, national emergency, act of public enemy, internet service provider
failure or delay, third party application failure, denial of service attack, or other cause of similar or
dissimilar nature beyond its control.
Taxes
40.
The amounts owed for the services exclude, and Customer will be responsible for, all sales, use,
excise, withholding and any other similar taxes, duties and charges of any kind imposed by any
federal, state or local governmental entity in connection with the contract will not be taxed. If such
exemption certificate is challenged or held invalid by a taxing authority then Customer agrees to pay
for all resulting fines, penalties and expenses.
41.
Reserved.
42.
Reserved.
43.
Reserved.
Miscellaneous Provisions
44.
Reserved.
45.
The parties negotiated this contract with the opportunity to receive the aid of counsel and, accordingly,
intend this contract to be construed fairly, according to its terms, in plain English, without constructive
presumptions against the drafting party. The headings of Sections of this contract are for convenience
and are not to be used in interpreting this contract. As used in this contract, the word “including”
means “including but not limited to.”
46.
Reserved.
47.
This contract, to the extent signed and delivered by means of a facsimile machine or electronic mail,
shall be treated in all manner and respects as an original agreement or instrument and shall be
considered to have the same binding legal effect as if it were the original signed version thereof
delivered in person. The parties agree that an electronic signature is the legal equivalent of its manual
signature on this contract. The parties agree that no certification authority or other third party
verification is necessary to validate its electronic signature and that the lack of such certification of
third party verification will not in any way affect the enforceability of the parties’ electronic signature
or any resulting agreement between CivicPlus and Customer.
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48.
Reserved.
1. Customer allows CivicPlus to display a "Government Websites by CivicPlus" insignia, and
web link at the bottom of their web pages. Customer understands that the pricing and any
related discount structure provided under this contract assumes such permission
throughout the duration of the term of the contract to which this exhibit is attached.
2.
Starting after continuous service for 36 months, the Customer shall be entitled to receive
a website redesign at no additional cost. The Customer may initiate the website redesign
any time after completion of the 36 months of continuous service. Upon the initiation of an
eligible redesign project, the Customer may begin accumulating eligibility towards a
subsequent redesign after continuous service of a subsequent 36 months. Redesigns that
include additional features not purchased on the original website under this contract may
be subject to additional charges.
3. Additional features include, but are not limited to, additional modules and integration of
third-party software. Recurring redesigns are eligible for the website, subsite, and
department headers encompassed in the Customer’s website at the time the recurring
redesign was purchased or included in the contract in which the redesign was purchased.
Any subsequently purchased website, subsite, and department header may be included
in the Customer’s redesign at an additional fee. Upon full and complete payment of
submitted invoices for the project development and launch of the website, Customer will
own the Customer Content (defined as website graphic designs, the page content, all
module content, all importable/exportable data, and all archived information).
4.
Upon completion of the development of the site, Customer will assume full responsibility
for website content maintenance and content administration. Customer, 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.
5.
Intellectual property of the CivicPlus Government Content Management System
(GCMS®) shall remain the property of CivicPlus.
6.
Customer 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 GCMS® software in order to (a) build a competitive product
or service, (b) build a product using similar ideas, features, functions or graphics of the
GCMS® software, or (c) copy any ideas, features , functions or graphics of the G_ CMS®
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.
7.
CivicPlus shall 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 Customer.
8.
CivicPlus will not be liable for any failure of performance that is caused by or the result of
any act or omission by Customer or any entity employed/contracted on the Customer's
behalf.
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9.
Customer acknowledges that CivicPlus security services only protect against unauthorized
intrusion attempts and agrees that Customer is solely responsible for any solicitation,
collection, storage, or other use of end-users' personal data on the website as made by
any user accessing the data pursuant to a valid authorization as provided by Customer.
Notwithstanding protection services against unauthorized intrusion attempts, Customer
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 Customer or by any third party of personal data.
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EXHIBIT F
NEXTREQUEST SERVICES AND LICENSE TERMS AND CONDITIONS
Special Terms:
1. The following terms of the contract shall NOT apply to these Services:
a. Section 8.9 Source Code Escrow Requirement
2. The following General Terms for the NextRequest Services shall apply
General Terms:
NextRequest is an integrated web-based service, which assists customers in responding to
records requests (the “Services”). The Services consist of a core web-based application and any
optional modules which may be purchased by the Customer. The details of the Services subject
to this exhibit are set forth herein.
With respect to the Services, CivicPlus maintains the level of security outlined in the NextRequest
Security Policy (“Security Policy”).
Customer acknowledges that Customer has the legal right and authority to provide Customer
Content to CivicPlus, and to make such Customer Content and Requester content publicly
available through the Services.
An end user using the Services to make a public records request or to access or download publicly-
available records (“Requester”) and all content created by the Requester is subject to the CivicPlus
Terms of Use.
Usage Data is information other than Customer Content or Requester content that is collected,
directly or indirectly, from Customer or a Requester by or through the Services that specifically
tracks the usage or performance of the Services, including information that incorporates or is
derived from the processing, storage or transmission of information, data or content by or through
the Services as well as any information, data or other content derived from CivicPlus or its service
providers’ monitoring of Customer’s access to or use of the Service such as information reflecting
the access or use of the Services by or on behalf of Customer or any Requester. All right, title,
and interest in and to the Usage Data shall remain exclusively with CivicPlus. Usage Data shall
be considered the confidential information of CivicPlus. CivicPlus will employ commercially
reasonable measures to ensure that access to Usage Data is not provided to any third party unless
such entity has a need to know in order for CivicPlus to perform its obligations under this exhibit.
Notwithstanding anything else, Customer acknowledges and agrees that CivicPlus may: (a) use
Usage Data as necessary to provide Services under this exhibit, including for purposes of billing
and providing reports to Customer; and (b) use and disclose Usage Data provided that it is
aggregated in a manner that does not identify Customer, Customer’s Users, or Requesters, and
cannot be used to determine which portion of the aggregated data is related or attributable to
Customer. Customer User means all designated and authorized individuals chosen by Customer
to create an account and access the administrative side of the Services.
Unless expressly provided in an order form, CivicPlus is not responsible for registering or
maintaining domain names or DNS; hardware or software not provided as part of the Services;
integration between the Services and any other software or system (except for issues originating
with the Services or its interfaces); or providing direct support to Requesters.
CivicPlus shall not be liable for any damages that arise due to Customer’s use of the Services or
publication, processing, storage or transmission of any information in violation of any law.
Customer represents and warrants that it has reviewed the Security Policy carefully and has made
its own, independent determination whether the levels of privacy and security set forth in the
Security Policy are sufficient for Customer’s use of the Services. Customer will not use the
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Services to process any information subject to the Health Insurance Portability and Accountability
Act (“HIPAA”) without signing a Business Associations Agreement with CivicPlus. Customer
agrees that if Customer uses the Services to process Sensitive Information, as defined below, any
such use is at Customer’s own risk and CivicPlus will have no liability to Customer or any third
party arising out of or relating to such use. Customer recognized that CivicPlus can be assessed
fees, fines, and penalties (“Penalties”) by the overseeing agency due to Customer’s breach of this
section. In the event Customer breaches its covenants in this section and CivicPlus is assessed
Penalties, Customer shall bear all responsibility for payment of such Penalties in an amount up to
$100,000 per violation, per year. Customer will not disclose to CivicPlus or the Services any
information that Customer is prohibited by any law or regulation from disclosing. “Sensitive
Information” means confidential information such as financial data, personal data, individually
identifiable information about children, individually identifiable health information, geolocation
information about specific people, Social Security numbers, driver's license numbers, other
confidential ID numbers, financial account numbers, credit or debit card numbers, personal
identification numbers (PINs) or passwords, street addresses, phone numbers or other personal
information.
Acceptable Use Policy
Customer shall not use the Services to:
1.
send or facilitate the sending of unsolicited bulk commercial email (spam) or inundating
a target with communications requests so the target cannot effectively respond to
legitimate traffic;
2.
send, upload, distribute, or transmit or store Prohibited Content, as defined below;
3.
distribute malware, including viruses, worms, Trojan horses, corrupted files, hoaxes, or
other items of a destructive or deceptive nature;
4.
alter, disable, interfere with, disrupt, circumvent, or exploit vulnerabilities in any aspect
of the Services or CivicPlus’ or third parties' other services or systems;
5.
monitor data or traffic on the Services without permission;
6.
forge TCP-IP packet headers, e-mail headers, or any part of a message describing its
origin or route;
7.
infringe or misappropriate the intellectual property or privacy rights of any person;
8.
otherwise violate, or promote the violation of, any law or the legal rights of any person;
9.
impersonate another person;
10.
for any high-risk use where the failure of the Services could lead to death or serious
bodily injury or any person or to physical or environmental damages, such as
applications controlling transportation, medical systems, or weaponry systems;
11.
otherwise access or use the Services beyond the scope of the authorized purpose of
the Services.
If the Customer becomes aware of any actual or threatened activity prohibited under this section,
the Customer shall immediately take all reasonable measures to stop the activity, to mitigate its
effects, and to notify CivicPlus. CivicPlus is not responsible for any act or omission of any
Customer User. CivicPlus and its service providers may report any activity, including disclosing
appropriate information if they suspect such activity violates any law or regulation.
“Prohibited Content” means content that:
1.
violates any third party's rights, including privacy or intellectual property rights;
2.
is libelous, harassing, abusive, fraudulent, defamatory, excessively profane, obscene,
abusive, hate-related, violent, harmful to minors;
3.
advocates racial or ethnic intolerance;
4.
is intended to advocate or advance computer hacking or cracking; gambling; other illegal
activity; drug paraphernalia; phishing; malicious content; and other material, products,
or services that violate or encourage conduct that would violate any laws or third-party
rights.
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Deletion of Customer Content
The Services enable Customer to delete Customer Content for purposes of adhering to
Customer’s document retention or other policies, or any applicable law. When Customer deletes
Customer Content (“Deleted Content”), such Customer Content is removed from databases
accessible to Customer, Requester, and/or the general public so that Customer no longer has
access to Deleted Content.
However, copies and backups of Deleted Content may continue to be stored on CivicPlus or its
service providers’ servers. Customer acknowledges and agrees that after deletion, under no
circumstances will CivicPlus provide Customer with copies of Deleted Content. CivicPlus may
provide Deleted Content to third parties as required by law or court order and will notify Customer
to the extent allowed by applicable law.
Removal of Customer Content, Suspension of Services
1.
CivicPlus reserves the right to remove or prohibit any Customer Content or Requester
content that CivicPlus determines in its sole discretion violates applicable law, the Civic Plus
Terms of Use (for Requester content only), or the above Acceptable Use Policy.
2.
CivicPlus may suspend or terminate Customer’s use of the Services if CivicPlus reasonably
believes in its sole discretion that: (a) it is required to do so by law or a regulatory or
government body, or doing so is necessary to protect the rights of CivicPlus, its service
providers, a Requester, or its other customers; (b) Customer has failed to comply with any
material term of this exhibit, including the above Acceptable Use Policy; (c) Customer’s use
violates applicable law or third-party rights; or (d) this exhibit expires or is terminated. In
the event that Customer’s use of the Services is suspended or terminated pursuant to this
section, Customer shall be entitled as its sole remedy (and CivicPlus sole obligation) to a
proportionate refund of any prepaid unused fees from the date of suspension or
termination.
3.
Notwithstanding the foregoing and for the avoidance of doubt, CivicPlus shall have no
obligation to monitor, filter, or disable access to any Customer Content or Requester
content.
4.
If CivicPlus or a service provider elects to remove Customer Content or suspend the
Services, to the extent possible and permitted by applicable law, CivicPlus will give
Customer advance notice of at least one (1) business day and will use commercially
reasonable efforts to provide removed Customer Content to Customer to maintain
Customer’s business process continuity.
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EXHIBIT G
SOCIAL MEDIA ARCHIVING SERVICES AND LICENSE TERMS AND CONDITIONS
License to Host Archived Content
For the purposes of these terms, “Archived Content” means content, data, and social media
archiving services that the Customer transmits to and through certain social media platforms and
certain internet websites that the Customer designates.
The Customer grants to CivicPlus, and its affiliates and applicable contractors worldwide, a limited-term
license to host, copy, display, and use any Archived Content as reasonably necessary for CivicPlus to
provide, and ensure proper operation of, the services and associated systems in accordance with this
contract. Subject to the limited license granted herein, CivicPlus acquires no right, title, or interest from
the Customer or the Customer’s licensors under this contract in or to any of the Archived Content.
Supported Sites & Permitted Accounts
In addition to the license granted in the section above, in order for CivicPlus to provide the service and
to capture and to maintain Archived Content for the Customer, The Customer must provide CivicPlus
with certain information (“Authentication Information”) with respect to any social media account and/or
internet website, platform or service that CivicPlus supports (a “Supported Site”) and that the Customer
would like to be included as part of the Customer’s Archived Content.
The Customer represents warrants, covenants and agrees that the Customer has not, and that the
Customer will not, provide CivicPlus with any Permitted Accounts (as defined below) information or any
other information in connection with any user account for a Supported Site or other social media or
internet website in connection with Customer’s use of the service and CivicPlus’s archival of any
Archived Content other than with respect to user accounts for which:
1. the Customer or a representative of the Customer is the actual owner or
2. the Customer has been explicitly authorized to provide such access (collectively, “Permitted
Accounts”).
Limitations on Licensor’s Ability to Provide the Service and Maintain Archived Content
In order for CivicPlus to provide the service and to capture and to maintain Archived Content for the
Customer, CivicPlus relies on the Customer and on the owners and operators of the Supported Sites
to provide CivicPlus with access to the content, data, and/or information the Customer transmits to and
through such Supported Sites, typically through one or more application programming interfaces or
"APIs". For instance, if the Customer changes any Permitted Accounts Authentication Information the
Customer has provided to CivicPlus without, if necessary, first notifying CivicPlus, or otherwise limits
or revokes CivicPlus’s ability to access any of the Customer’s Permitted Accounts, CivicPlus may be
unable to continue to provide the service as intended, or at all.
It is also possible that, without any notification to the Customer or CivicPlus, one or more Supported
Sites will:
1. change their website or service,
2. change the APIs through which CivicPlus accesses such website and/or service,
3. amend the terms of use or other policies through which the Customer or CivicPlus use and
access such website and/or service,
4. provide incomplete or inaccurate information through their APIs or otherwise with respect to
the content, data, and/or information the Customer transmits to and through such Supported
Site, and/or
5. take other actions to restrict the Customer’s or CivicPlus’s access to such website and/or
service and the content, data, and/or information contained therein.
Any of these events could disrupt CivicPlus’s ability to provide the service as intended, or to provide
the service at all, including CivicPlus’s ability to capture or to maintain the Customer’s Archived Content.
In addition, it is also possible that CivicPlus’s ability to provide the service or to capture or to maintain
the Customer’s Archived Content could be temporarily disrupted due to unanticipated or unplanned
events, such as viruses, hacking, or other security vulnerabilities, the failure of equipment or services
provided by CivicPlus or by third parties or other events, including force majeure events.
Usage Limits
Services and Archived Content are subject to usage limits, including, for example, the number of
Permitted Accounts and/or the monthly volume of new Archived Content. If the Customer regularly
exceed the contractual usage limit set forth in this contract, CivicPlus may work with the Customer to
help reduce usage so that it conforms to that limit. If, notwithstanding CivicPlus’s efforts, the Customer
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is unable or unwilling to abide by a contractual usage limit, the Customer may be required to purchase
additional quantities of the applicable services upon CivicPlus’s request.
Content Restrictions
The Customer may not incorporate or use the services in connection with the Customer’s Permitted
Accounts if the Customer’s Permitted Accounts or any of the content, data, and/or information available
on such Permitted Accounts (or if the Customer’s use of the service otherwise) falls within any of the
following:
1. is primarily directed to children age 13 or under or that has children aged 13 or under as a
significant proportion of its users;
2. contains adult entertainment, including, but not limited to, pornography, erotic content, sexually
explicit content, prostitution, or any other content not appropriate for general audiences; or
3. promotes, encourages, or facilitates any illegal activity, violates the law, or violates the rights
of any third party (including, without limitation, intellectual property rights, rights of privacy, or
rights of personality).
Any use of the services in breach of these standard product terms for the services, by the Customer or
any individual authorized by the Customer to use the services (“User(s)”) that in CivicPlus’s sole
judgment threatens the security, integrity or availability of the services, may result in CivicPlus’s
immediate suspension of the Customer’s use of the services; however, CivicPlus will use commercially
reasonable efforts under the circumstances to provide the Customer with notice and an opportunity to
remedy such violation or threat prior to such suspension.
Supported Site API Terms of Service
The Customer agrees to be bound by the terms of service for each Supported Site for which the
Customer has authorized with the Customer’s Authentication Information, including but not limited
to: YouTube's Terms of Service.
Service Disclaimer
While CivicPlus will undertake commercially reasonable efforts to provide the service (including with
respect to Archive Content) to the Customer, CivicPlus cannot and does not represent, warrant, or
guarantee that CivicPlus will be able to do so in full at all times or at any particular time, nor does
CivicPlus represent, warrant, or guarantee that CivicPlus will be able to capture full and accurate record
of the Customer's Archived Content at all times or at any particular time, nor does CivicPlus represent,
warrant, or guarantee that any website, platform, or service that is currently a Supported Site will remain
a Supported Site. Accordingly, the Customer's use of the website and the service is expressly
conditioned on the Customer's Acknowledgement and Acceptance of the Limitations set forth in this
section and the Limitation of Liability set forth in Exhibit E of this contract.