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CivicPlus for Parks Service & License Agreement Contract Information CivicPlus • 302 S. 4th Street, Suite 500 • Manhattan, KS 66502 • www.CivicPlus.com Toll Free 888-228-2233 • Accounting Ext. 291 • Support Ext. 307 • Fax 785-587-8951 Contact Information Organization URL Street Address Address 2 City State Postal Code CivicPlus provides telephone support for all trained clients from 7am –7pm Central Time, Monday-Friday (excluding holidays). Emergency Support is provided on a 24/7/365 basis for representatives named by the Client. Client is responsible for ensuring CivicPlus has current updates. Emergency Contact & Mobile Phone Emergency Contact & Mobile Phone Emergency Contact & Mobile Phone Billing Contact E-Mail Phone Ext. Fax Billing Address Address 2 City ST Postal Code Tax ID # Sales Tax Exempt # Billing Terms Account Rep Info Required on Invoice (PO or Job #) Contract Contact Email Phone Ext. Fax Project Contact Email Phone Ext. Fax Master Services Agreement for Meridian, ID MSA Page 1 of 4 CivicPlus • 302 S. 4th Street, Suite 500 • Manhattan, KS 66502 • www.CivicPlus.com Toll Free 888-228-2233 • Accounting Ext. 291 • Support Ext. 307 • Fax 785-587-8951 V. MSA.03.01.16-0000 Master Services Agreement THIS Master Services Agreement (“Agreement”) is agreed to by and between CivicPlus, Inc., d/b/a CivicPlus (“CivicPlus”) and Meridian, Idaho (“Client”) (jointly, “Parties”) and shall be effective as of the later date of signing indicated at the end of this Agreement (“Effective Date”). RECITALS WHEREAS, CivicPlus is engaged in the business of developing, marketing and selling custom community engagement and government management platforms and services that include but are not limited to web sites, web interfaces and portals and proprietary software systems and associated modules; in addition to project development, design, implementation, support and hosting services for same; WHEREAS, Client wishes to engage in a relationship with CivicPlus for such services and/or license for use of proprietary software developed and owned by CivicPlus; WHEREAS, Client and CivicPlus have agreed to certain terms as set forth in this Agreement by this written instrument duly executed by the Parties; NOW, THEREFORE, Client and CivicPlus agree as follows: Term & Termination 1. This Agreement shall remain in effect for an initial term in effect from signing to September 30, 2018 (the Initial Term). 2. Either Party may terminate this Agreement or any associated SOW at the end of the Agreement term by providing the other Party with 60 days’ written notice prior to the contract renewal date. 3. Unless terminated by either Party pursuant to Section 2, this Agreement will renew another 1-year term. 4. Notwithstanding the above, in the event this Agreement or any SOW is terminated, any outstanding invoices for Project Development shall become due in full and any outstanding Annual Services shall be prorated from the beginning of the renewal term to the date of termination. Statements of Work 5. CivicPlus agrees to perform services and/or produce deliverables in accordance with the Statement(s) of Work in consideration of the fees described in the same Statement(s) of Work. Multiple and successive Statement(s) of Work may be entered into hereto. Such Statement(s) of Work are incorporated into this Agreement by reference and subject to the terms & conditions contained herein pursuant to Section 23. Invoicing & Payment Terms 6. CivicPlus acknowledges that City is a governmental entity, and the validity of this Agreement is based upon the availability of public funding under the authority of its statutory mandate. In the event of termination for non-appropriation of funds, CivicPlus shall be paid fees and expenses earned up to the date of such termination. 7. Invoices shall be sent electronically in the manner described in the relevant Statement of Work. Upon request CivicPlus will mail invoices and the Client will be charged a $5.00 convenience fee. 8. Payment shall be due 30 days from date of invoice. Unless otherwise limited by law, a finance charge of 2.9 percent (%) per month or $5.00, whichever is greater, will be added to past due accounts. Payments received will be applied first to finance charges, then to the oldest outstanding invoice(s). 9. If a client change in timeline causes CivicPlus to incur additional expenses (i.e. airline change fees), Client agrees to reimburse CivicPlus for those fees. Not to exceed $1,000 per CivicPlus resource per trip. Ownership & Content Responsibility 10. Upon full and complete payment of submitted invoices for any SOW Project Development Fees, Client will own the Customer Content (defined as any website graphic designs, webpage or software content, module content, importable/exportable data, and archived information as created by CivicPlus on behalf of Client pursuant to this Agreement). 11. Upon completion of any SOW Project Development, Client will assume full responsibility for website, software or module content maintenance and administration. Client, not CivicPlus, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Customer Content. 12. Client agrees that CivicPlus shall not migrate, convert, or port content or information that could reasonably be construed to be time-sensitive, such as calendar or blog content, in any project. Master Services Agreement for Meridian, ID MSA Page 2 of 4 CivicPlus • 302 S. 4th Street, Suite 500 • Manhattan, KS 66502 • www.CivicPlus.com Toll Free 888-228-2233 • Accounting Ext. 291 • Support Ext. 307 • Fax 785-587-8951 V. MSA.03.01.16-0000 Intellectual Property & Ownership 13. Intellectual Property of any software or other original works created by CivicPlus prior to the execution of this Agreement (“CivicPlus Property”) will remain the property of CivicPlus. 14. Client shall not (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party any CivicPlus Property in any way; (ii) modify or make derivative works based upon any CivicPlus Property; (iii) create Internet “links” to the CivicPlus Property software or “frame” or “mirror” any CivicPlus Property administrative access on any other server or wireless or Internet-based device; or (iv) reverse engineer or access any CivicPlus Property in order to (a) build a competitive product or service, (b) build a product using similar ideas, features, functions or graphics of any CivicPlus Property, or (c) copy any ideas, features, functions or graphics of 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. Indemnification 15. To the extent permitted by the law of Client’s state, Client and CivicPlus shall defend, indemnify and hold the other Party harmless, its partners, employees, and agents from and against any and all lawsuits, claims, demands, penalties, losses, fines, liabilities, damages, and expenses including attorney’s fees of any kind, without limitation, in connection with the operations of and installation of software contemplated by this Agreement, or otherwise arising out of or in any way connected with the CivicPlus provision of service and performance under this Agreement. This section shall not apply to the extent that any loss or damage is caused by the gross negligence or willful misconduct on the part of either party. Liabilities 16. CivicPlus will not be liable for any act, omission of act, negligence or defect in the quality of service of any underlying carrier or other service provider whose facilities or services are used in furnishing any portion of the service received by the Client. 17. CivicPlus will not be liable for any failure of performance that is caused by or the result of any act or omission by Client or any entity employed/contracted on the Client’s behalf. 18. Client agrees that it is solely responsible for any solicitation, collection, storage, or other use of end-users’ Personal Data on any website or online service provided by CivicPlus. Client further agrees that CivicPlus has no responsibility for the use or storage of end-users’ Personal Data in connection with the website or the consequences of the solicitation, collection, storage, or other use by Client or by any third party of Personal Data. 19. To the extent it may apply to any service or deliverable of any SOW, user logins are for designated individuals chosen by Client (“Users”) and cannot be shared or used by more than one User. Client will be responsible for the confidentiality and use of User’s passwords and user names. Client will also be responsible for all Electronic Communications, including those containing business information, account registration, account holder information, financial information, Client Data, and all other data of any kind contained within emails or otherwise entered electronically through any CivicPlus Property or under Client’s account. CivicPlus will act as though Client will have sent any Electronic Communications it receives under Client’s passwords, user name, and/or account number. Client shall use commercially reasonable efforts to prevent unauthorized access to or use of any CivicPlus Property and shall promptly notify CivicPlus of any unauthorized access or use of any CivicPlus Property and any loss or theft or unauthorized use of any User’s password or name and/or user personal information. 20. Client shall comply with all applicable local, state, and federal laws, treaties, regulations, and conventions in connection with its use of any CivicPlus Property. Force Majeure 21. No party shall have any liability to the other hereunder by reason of any delay or failure to perform any obligation or covenant if the delay or failure to perform is occasioned by force majeure, meaning any act of God, storm, fire, casualty, unanticipated work stoppage, strike, lockout, labor dispute, civic disturbance, riot, war, national emergency, act of public enemy, or other cause of similar or dissimilar nature beyond its control. Taxes 22. It is CivicPlus’ policy to pass through sales tax in those jurisdictions where such tax is required. If the Client is tax-exempt, the Client must provide CivicPlus proof of their tax-exempt status, within fifteen (15) days of contract signing, and this agreement will not be taxed. If the Client’s state taxation laws change, the Client will begin to be charged sales tax in accordance with their jurisdiction’s tax requirements and CivicPlus has the right to collect payment from the Client for past due taxes. Other Documents Master Services Agreement for Meridian, ID MSA Page 3 of 4 CivicPlus • 302 S. 4th Street, Suite 500 • Manhattan, KS 66502 • www.CivicPlus.com Toll Free 888-228-2233 • Accounting Ext. 291 • Support Ext. 307 • Fax 785-587-8951 V. MSA.03.01.16-0000 23. The following are to be attached to and made part of this Contract: a. Exhibit A - Statement(s) of Work. 24. In the case of any conflict between the terms of this Agreement and any incorporated documents, such conflicts shall be resolved with the incorporated documents taking the following order of precedence: a. This Master Services Agreement; b. Exhibit A - Statement(s) of Work in descending order of execution (for example, the most recent SOW will control over other in the event of a conflict in terms). Interlocal Purchasing Consent 25. This Agreement and any attached SOWs may be extended to any public entity in the State of Idaho to purchase at SOW prices in accordance with the terms stated herein. Miscellaneous Provisions 26. The invalidity, in whole or in part, of any provision of this Agreement shall not void or affect the validity of any other provision of this Agreement. 27. No amendment, assignment or change to this Agreement or any included SOW shall be effective unless by a written instrument executed by each of the Parties. 28. Applicable law; venue. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Idaho. Venue shall be in the Fourth Judicial District, Ada County, Idaho. 29. Non-waiver. Failure of either party to promptly enforce the strict performance of any term of this Agreement shall not constitute a waiver or relinquishment of any party’s right to thereafter enforce such term, and any right or remedy hereunder may be asserted at any time after the governing body of either party becomes entitled to the benefit thereof, notwithstanding delay in enforcement. 30. Construction and severability. If any part of this Agreement is held to be invalid or unenforceable, such holding will not affect the validity or enforceability of any other part of this Agreement so long as the remainder of the Agreement is reasonably capable of completion. 31. Assignment. It is expressly agreed and understood by the parties hereto, that CivicPlus shall not have the right to assign, transfer, hypothecate, sell, or subcontract any of CivicPlus’ rights or obligations under this Agreement except upon the prior express written consent of Client. C;) Master Services Agreement for Meridian, ID Acceptance We, the undersigned, agreeing to the conditions specified in this document, understand and consent to the terms & conditions of this Agreement. Client a Name: 'rGww ° CivicPlus Name: Tim Grant Title: /�'IG���Cjy Title: Director of Sales Date: r l )b17 Date: August 30, 2017 Sign and E-mail the entire contract with exhibits to: Contracts6CivicPlus com We will e-mail a counter -signed copy of the contract back to you so we can begin your project. CivicPlus does not require a physical copy of the contract, however, if you would like a physical copy of the contract, mail one (1) copy of the contract with original signature to: CivicPlus Contract Manager 302 S. 41h Street, Suite 500 Manhattan, KS 66502 Upon receipt of signed original, we will counter -sign and return the copy for your files. MSA Page 4 of 4 ClvicPlus • 302 S. 41h Street, Suite 500 • Manhattan, KS 66502 - www.Civ!cPlus.com Toll Free 888-228-2233 - Accounting Ext. 291 Support Ext. 307 - Fax 785-587-8951 V, MSA:03.01.16-0000 Exhibit A.1 for Meridian, ID Exhibit A.1 Page 1 of 3 CivicPlus • 302 S. 4th Street, Suite 500 • Manhattan, KS 66502 • www.CivicPlus.com Toll Free 888-228-2233 • Accounting Ext. 291 • Support Ext. 307 • Fax 785-587-8951 V. PD 06.01.2015-0048 Exhibit A.1 - CivicRec Statement of Work #1 All Quotes are in US Dollars and Valid for 30 Days from August 12, 2017 Project Implementation and Deployment • Setup of CivicRec Recreation Management Software • 6 hours of Project management • 6 hours of System integration/data migration • Merchant account set-up, if desired (see Section 7 below) • 1 day onsite training for up to 12 Client staff members • Up to 4 hours web-based training for up to 6 Client staff members $13,500 12 Months Annual Services (including Subscription, Support and Maintenance) Included Total First Year Fees $13,500 Annual Services Fees (Includes Subscription, Support and Maintenance) Billed 12 months from SOW signing $8,000 Annual Services Fees $8,000 1. Performance and payment under this SOW shall be subject to the terms & conditions of the Agreement by and between Client and CivicPlus, to which this Statement of Work #1 (SOW #1) is hereby attached as Exhibit A.1. 2. This SOW #1 shall remain in effect for an initial term in effect from signing to September 30, 2018. In the event that neither party gives 60 days’ notice to terminate prior to the end of the initial or any subsequent renewal term, this Agreement will automatically renew for an additional 1-year Renewal Term. 3. The Total First Year Fees shall be invoiced October 1, 2017. Such invoice may additionally include a prorated portion of the Annual Services Fees covering the period from signing to October 1, 2017, as applicable. 4. Renewal Term Annual Services Fees shall be invoiced on October 1 of relevant calendar years. 5. At the onset of each Renewal Term, beginning with the third Renewal Term (after 24 months of service under this SOW #1), CivicPlus may reassess the annual fees to be based on actual transaction volume occurring during the prior one year Renewal Term, to a minimum of $2,400 annually, to ensure that the Annual Services Fees accurately reflects the transaction volume processed. Such increase shall not exceed 1% of total transaction volume processed through the CivicRec system during the prior Renewal Term. CivicPlus shall provide notice of any anticipated changes to the Annual Services Fees prior to March 1 of the prior Renewal Term. 6. Neither the Total First Year Fees nor the Renewal Term Annual Services Fees charged by CivicPlus include any transactional or monthly fees assessed by Client’s credit card processor or any Merchant Processing Fees, as applicable. 7. If a client change in timeline causes CivicPlus to incur additional expenses (i.e. airline change fees), Client agrees to reimburse CivicPlus for those fees. Not to exceed $1,000 per CivicPlus resource per trip. 8. If CivicPlus provides the merchant account for the collection of registration and other credit card monies on behalf of Client, it shall charge a per transaction processing fees (“Processing Rate”) as provided herein. The Processing Rate is a percentage of each positive charge that is captured through the system. No Processing Rate fees are credited back in the event of a refund or credit. In addition to the Processing Rate, an additional Transaction Fee will be assessed which is a fixed amount per transaction. This Transaction Fee will also only apply to positive Charges and will not apply to Refunds or Voids. Unless otherwise specified, all fees due and payable to CivicPlus will be deducted from the funds collected in the merchant account prior to disbursement. Unless otherwise arranged, disbursements will occur either monthly (on or about the 1st of the next month) or semi-monthly (on or about the 1st as well as the 16th of each month). i. Standard Merchant Processing Rates are as follows: Exhibit A.1 for Meridian, ID Processing Rate - 3% per "charge" transaction Transaction Fee - $.30 per transaction ii. There are no monthly minimum fees for merchant processing. Client simply pays for what it uses. iii. ClvicPlus reserves the right, at any time, to adjust the merchant processing rate or transaction fee to more accurately reflect the amount and type of credit card transactions being processed. CivicPlus will give 30 days' notice upon such change. iv. In addition to the Processing Rate and Transaction Fees, Client will also be responsible for extraordinary processing fees assessed by CIVIGPIus' merchant account beyond normal transaction fees. The most typical extraordinary fee would involve a payer reversing a charge on a credit card statement. In such case, CivicPlus shall invoice Client the first week of each month for any such fees in excess of the funds collected in the Client merchant account incurred during the prior month's processing. In any event, Client shall only be responsible for payment to CivicPlus of actual, additional fees charged to CivicPlus by the merchant as discussed under this subsection. 9. CivicPlus may provide optional on-site training at a rate of $1,000 per day plus travel costs and expenses. Such on-site training includes 8 hours of training for as many Client users as is reasonably necessary. 10. CivicPlus may provide customized development at a rate of $100 per hour. All work will be estimated and agreed upon in writing with Client prior to work start. 11. All amounts owed to CivicPlus hereunder are fully -earned upon provision of the Services Provided or other charged amounts hereunder, are not subject to withholding or off -set in any manner whatsoever, and are non-refundable upon payment subject only to a clear demonstration of an accounting error. Client expressly acknowledges and agrees that Client is familiar with the proposed Services Provided and CivicPlus' billing process. Unless otherwise expressly herein provided, if Client is not satisfied with the Services Provided or the performance of CivicPlus hereunder for any reason or no reason whatsoever, 12. The Client will be invoiced electronically through email. Upon request CivicPlus will mail invoices and the Client will be charged a $5.00 convenience fee. Acceptance We, the undersigned, agreeing to the conditions specified in this document, understand and authorize the provision of services outlined in this Agreement. M Client Title: /� ��� Date: 1 / � / W7 V. PD 06.01.2015-0048 CIviCPlus Name: Tim Grant Title Director of Sales Date: August 30, 2017 Exhibit A.1 Page 2 of 3 CivicPlus - 302 S. 4th Street, Suite 500 - Manhattan, KS 66502 - www.CivicPlus.com Toll Free 888-228-2233 - Accounting Ext. 291 - Support Ext; 307 - Fax 785-587-8951 Exhibit A.1 for Meridian, ID Exhibit A.1 Page 3 of 3 CivicPlus • 302 S. 4th Street, Suite 500 • Manhattan, KS 66502 • www.CivicPlus.com Toll Free 888-228-2233 • Accounting Ext. 291 • Support Ext. 307 • Fax 785-587-8951 V. PD 06.01.2015-0048 Addendum 1 to Exhibit A.1 – Services Provided Services provided by CivicPlus to the Client under this agreement include the following: ● Access – CivicPlus hereby grants a nonexclusive license during the term of the Agreement for the Client and patrons of the Client recreational programming to access, use and display CivicPlus’ online registration service (the “Portal”). Excluding occasional maintenance, the Software shall be available 24 hours per day, seven days per week with a guaranteed uptime of 99%. The Portal is accessible via the public Internet from any PC with an Internet connection. There is no limit to the number of organization users and participants that can enroll using the Portal. ● Online Registration – The CivicPlus registration engine through which the Portal is accessed can be integrated with Client’s website. CivicPlus will format a registration page to match the colors and theme of the rest of Client’s website. Client would then display a link on its own page that would seamlessly redirect the user to a secure page on the CivicPlus server. ● Documentation - All CivicPlus startup and user’s guides are maintained electronically in the system and can be accessed through the “Help Center” from within CivicPlus. CivicPlus does not provide paper copies of its guides and help files. ● Data Backups – CivicPlus currently performs backups daily of all of its data (6:00 AM). In case of emergency, CivicPlus may restore data to the point of the previous backup. ● Enhancements – New features will be added to CivicPlus throughout the term of this Agreement. Client will have full access to all of these new features without additional charge. Client is also encouraged to submit change requests as they see opportunities for improvement. CivicPlus will attempt to implement any and all changes that improve the value of CivicPlus to all of our Clients at no charge. Thereafter, Client will be charged a development fee at a $100 hourly rate for custom requests. All work will be estimated and agreed upon in writing by the parties hereto prior to work start. ● Client Support – CivicPlus shall provide an online utility for problem reports and change requests. Client may also reach CivicPlus by phone at 1-800-335-1863 between the hours of 7:00 AM and 7:00 PM Central Standard Time, Monday through Friday and excluding national holidays. E-mail support is also available at support@CivicPlus.com. Non-emergency after-hours support may be subject to additional fees. Emergencies will be handled as soon as possible. Enhancement requests will be queued based on priority and implemented on a schedule. CivicPlus shall have sole and absolute discretion as to whether support requests exceed reasonable use or exceed the scope of services outlined in this Agreement. ● Data – In the event Client no longer wishes to use CivicPlus, CivicPlus will export Client data based on a requested format (in most cases). If the data exporting request is initiated by Client, development will be charged at a $100 hourly rate. All work will be estimated and agreed upon in writing by the parties hereto prior to work start.