The URL can be used to link to this page

Home My WebLink About22- General Service Agreement - CivicPlus - Recreation Management SoftwareGSA Statement of Work for Bozeman, MT GSA Contract GS-35F-0124U Page 1 of 8 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. CPA03.01.165-0001 GSA CivicPlus Statement of Work Labor Category GSA Hourly Rate with IFF Hours Total Cost Website Consultant $149.01 4 $596.04 Project Manager $135.86 32 $4,347.52 Network Consultant $135.86 0 $0.00 Wireless Network Technician $135.86 0 $0.00 Programmer $131.48 44 $5,785.12 Graphic Designer $109.57 78 $8,546.46 Writer $109.57 0 $0.00 Server and Network Technician $109.57 64 $7,012.48 Trainer $109.57 16 $1,753.12 PC Technician $89.41 0 $0.00 Content Developer $80.64 180 $14,515.20 Subtotal $42,555.94 Discount ($11,173.17) Total First Year Fee $31,382.77 Project Implementation and Deployment •CivicRec Premium Implementation •Initial Term Annual Services •4x Half Day Virtual Training Blocks •1x Half Day Virtual Consulting Block •Standard Financial Extract •User Import •Future Facilities Rentals Import •CivicRec Pay – Authorize.net •CivicRec GIS Integration •CivicRec AudioEye Enterprise $31,382.77 Total Initial Term Fees $31,382.77 Annual Services Fees (Includes Subscription, Support and Maintenance) $20,800.8 1.Performance and payment under this Statement of Work (“SOW”) by and between Bozeman, Montana(“Client”) and CivicPlus (“CivicPlus”) shall be subject to the terms & conditions of the Agreement by and between the General Services Administration and CivicPlus. 2.This SOW shall remain in effect for an initial term beginning at signing and continuing for 1 year (the “Initial Term”) from signing. This agreement may be renewed for up to 5 additional one year (12 month) terms upon mutual agreement of the parties. 3.Payment is due 30 days from date of invoice. Unless otherwise limited by law, a finance charge of 1.5 percent (%) per month or $5.00, whichever is greater, will be added to past due accounts. Payments received will be applied first to finance charges, then to the oldest outstanding invoice(s). 4.The Total Initial Term Fees shall be invoiced at signing. 5.Annual Services Fees shall be invoiced on the first day of each Renewal Term and every 12 months thereafter. Annual services, including but not limited to hosting, support and maintenance services, shall be subject to a 5% DocuSign Envelope ID: 8FF265DD-757C-4F42-B03E-EA442A1DBE91 GSA Statement of Work for Bozeman, MT GSA Contract GS-35F-0124U Page 2 of 8 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. CPA03.01.165-0001 annual increase beginning in Year 2 of service. 6.The Client’s Annual Services Fees agreed upon herein are based on Client processing up to USD 668,858 of revenue per year (“Predicted Processing Volume”). Starting with the first Renewal Term of this SOW, CivicPlus reserves the right (but not the obligation) to audit Client once every 12 months to determine Client’s actual processing volume (“Actual Processing Volume”). In the event Client’s Actual Processing Volume exceeds the Predicted Processing Volume, CivicPlus will notify client within 30 days of the audit of the Actual Processing Volume and the applicable increase in the Annual Fees resulting from such Actual Processing Volume. The increase in the Annual Fees shall be implemented the first of the month following the notice. 7.For the purposes of obtaining merchant account services through CivicPlus Pay, Client may choose to utilize the designated merchant account for CivicRec through an integrated partnership with a merchant providers that is within CivicPlus’ network (“Partner Network”). In the event Client chooses a merchant account from the Partner Network (“Integrated Partner”), Client will enter into a merchant account such Integrated Partner. Such agreement’s terms and conditions will solely enure to the benefit and obligation of Client; CivicPlus shall not be a party to such agreement. In the event Client chooses an Integrated Partner merchant account provider, CivicPlus will provide Client and Integrated Partner contact information to the other party for contracting purposes, and shall integrate the Integrated Partner merchant account system at no additional charge to Client. If Client desires to use an integrated merchant account processor gateway besides one of the Integrated Partners designated as members of the Partner Network, CivicPlus will provide Client with a list of approved processors and an integration fee will be charged to Client. Client agrees to assume responsibility for ensuring execution of a merchant account contract with Client’s select merchant account provider, to comply with all terms and conditions of such contract and pay all fees required to maintain the services. Client acknowledges that the fees set forth in this SOW do not include any transaction, processing or other fees imposed by Client’s merchant account processor. Client is fully responsible for their relationship with their selected processor. In no event will CivicPlus: (i) take part in negotiations, (ii) pay any fees incumbent on the Client or merchant account, or (iii) acquire any liability for the performance of services of any chosen merchant account processor, including those in the Partner Network. Client acknowledges switching to a different merchant account processor after signing this SOW may incur additional fees and require a written and signed modification to this SOW. Client shall continue to be responsible for negotiating and executing any merchant account agreement as described herein for any additional merchant account processor changes. 8.When Client uses CivicPlus Pay, then Client may take online credit card payments for certain services or products they provide via the Client websites supported by CivicPlus. As such, through CivicPlus Pay, CivicPlus facilitates an automated process for redirecting credit card payments to Client’s chosen payment gateways / merchant account processors. For card payments, CivicPlus will redirect any payments processing to the Client’s merchant account processor gateway, and the merchant account processor gateway presents the payment form page and processes the card payment. CivicPlus does not transmit, process or store cardholder data and does not present the payment form. CivicPlus implements and maintains PCI compliant controls for the system components and applications that provide the redirection services only. 9.Client understands and agrees that CivicPlus is not liable for any failure of service or breach of security by any merchant account processor gateway provider selected by Client, whether such provider is an Integrated Partner or not. 10.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 11.Upon full and complete payment of submitted invoices for the Project Development and launch of the website, Client will own the Customer Content (defined as website graphic designs, the page content, all module content, all importable/exportable data, and all archived information). DocuSign Envelope ID: 8FF265DD-757C-4F42-B03E-EA442A1DBE91 GSA Statement of Work for Bozeman, MT GSA Contract GS-35F-0124U Page 3 of 8 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. CPA03.01.165-0001 12.Upon completion of the development of the site by CivicPlus for Client in accordance with Addendum 1, Client will assume full responsibility for website content maintenance and content administration. Client, not CivicPlus, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Customer Content. 13.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. Intellectual Property 14.Intellectual Property of any software or other original works created by CivicPlus prior to the execution of this SOW (“CivicPlus Property”) will remain the property of CivicPlus. 15.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. Taxes 16.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 SOW 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. CivicPlus is obligated to pay taxes that may be assessed to them. Indemnification 17.“For other than professional services rendered, to the fullest extent permitted by law, CivicPlus agrees to release, defend, indemnify, and hold harmless the Client, its agents, representatives, employees, and officers (collectively referred to for purposes of this Section as the Client) from and against any and all third party claims, demands, actions, fees and costs (including attorney’s fees and the costs and fees of expert witness and consultants), losses, expenses, liabilities (including liability where activity is inherently or intrinsically dangerous) or damages of whatever kind or nature connected therewith and without limit and without regard to the cause or causes thereof or the negligence of any party or parties other than Client that may be asserted against, recovered from or suffered by the Client occasioned by, growing or arising out of or resulting from or in any way related to: (i) the negligent, reckless, or intentional misconduct of the CivicPlus; or (ii) any negligent, reckless, or intentional misconduct of any of the CivicPlus’s agents. For the professional services rendered, to the fullest extent permitted by law, CivicPlus agrees to indemnify and hold the Client harmless against claims, demands, suits, damages, losses, and expenses, including reasonable defense attorney fees, to the extent caused by the negligence or intentional misconduct of the CivicPlus or CivicPlus’s agents or employees. Such obligations shall not be construed to negate, abridge, or reduce other rights or obligations of indemnity that would otherwise exist. The indemnification obligations of this Section must not be construed to negate, abridge, or reduce any common-law or statutory rights of the Client as indemnitee(s) which would otherwise exist as to such indemnitee(s). CivicPlus’s indemnity under this Section shall be without regard to and without any right to contribution from any insurance maintained by Client. Should the Client be required to bring an action against the CivicPlus to assert its right to defense or indemnification under this Agreement or under the CivicPlus’s applicable insurance policies required below, the Client shall be entitled to recover reasonable costs and attorney fees incurred in asserting its right to indemnification or defense but only if a court of competent jurisdiction determines the CivicPlus was obligated to defend the claim(s) or was obligated to indemnify the Client for a claim(s) or any portion(s) thereof. DocuSign Envelope ID: 8FF265DD-757C-4F42-B03E-EA442A1DBE91 Page 4 of 8 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. CPA03.01.165-0001 GSA Statement of Work for Bozeman, MT GSA Contract GS-35F-0124U In the event of an action filed against the Client resulting from the Client’s performance under this Agreement, the Client may elect to represent itself and incur all costs and expenses of suit. CivicPlus also waives any and all claims and recourse against the Client, including the right of contribution for loss or damage to person or property arising from, growing out of, or in any way connected with or incident to the performance of this Agreement except “responsibility for [Client’s] own fraud, for willful injury to the person or property of another, or for violation of law, whether willful or negligent” as per 28-2-702, MCA. 21. These obligations shall survive termination of this Agreement and the services performed hereunder. Liabilities 18.CivicPlus’s liability for contract damages is limited to direct damages. CivicPlus shall not be liable for special, incidental, consequential, punitive, or indirect damages. Damages caused by injury to persons or tangible property, or arising from any CivicPlus indemnification under this Agreement, are not subject to a cap on the amount of damages. 19.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. 20.Client agrees that it is solely responsible for any solicitation, collection, storage, or other use of end-users’ Personal Data on the website. Client further agrees that CivicPlus has no responsibility for the use or storage of end-users’ Personal Data in connection with the website or the consequences of the solicitation, collection, storage, or other use by Client or by any third party of Personal Data. 21.This section intentionally omitted. 22.CivicPlus must maintain cyber liability coverage in an amount of five million dollars ($5,000,000) aggregate and two million five hundred thousand dollars ($2,500,000) per occurence and name the Client as an additional insured on a primary non- contributory basis. 23.Data Location. CivicPlus shall not transfer the Client’s Data outside of United States unless it receives the Client’s prior written consent. 24.Scope of Work. CivicPlus must perform the work and provide the services in accordance with the requirements of the scope of work. For conflicts between this Agreement and the Scope of Services, unless specifically provided otherwise, this Agreement governs. CivicPlus agrees to be bound by its responses to the City’s Cloud Questionnaires, incorporated into and attached to this Agreement as Exhibit A and made part of this Agreement. Such responses constitute material consideration for the City to enter into this Agreement and the responses are material representations regarding the Provider’s performance. 25.Security. CivicPlus shall provide a secure environment for all of the Client’s confidential information and any hardware and software (including servers, network and data components) to be provided or used by CivicPlus as part of its performance under this Agreement. CivicPlus represents that the security measures it takes in performance of its obligations under this Agreement are, and will at all times remain in agreement with the industry’s minimum standards. Provider’s failure to comply with the industry’s minimum standards in fulfilling its obligations under this Agreement constitutes a breach of this Agreement. 26.Access to Data. The Client may access and copy any of the Client’s Data in CivicPlus’s possession at any time. CivicPlus shall reasonably facilitate such access and copying promptly after the Client’s request. In this instance, CivicPlus may charge its reasonable standard fees for any such access and copying or for any fees related to the de-conversion of data. 27.Deletion of Data. Except as authorized by applicable law or after 30 days after termination of the Agreement, CivicPlus shall not erase the Client’s data or any copy without the Client’s prior written consent. DocuSign Envelope ID: 8FF265DD-757C-4F42-B03E-EA442A1DBE91 GSA Statement of Work for Bozeman, MT GSA Contract GS-35F-0124U Page 5 of 8 V. CPA03.01.165-0001 any other remedies available to it under this Agreement or by law or equity. 28.Data Incidents. CivicPlus must implement and maintain a program for managing unauthorized disclosure of, access to, or use of the Client’s data. In case of a data incident, CivicPlus must notify the Client, in writing or by phone, within 48-hours of discovery of the incident. CivicPlus must cooperate with the Client and law enforcement agencies to investigate and resolve the Data Incident, including but not limited to providing reasonable assistance to the Client in notifying injured third parties. In addition, if the data incident results from CivicPlus’s breach of this Agreement or negligent or unauthorized act or omission, CivicPlus must compensate the Client for any reasonable expense related to notification of customers and provide one year of credit monitoring to any affected individual. CivicPlus must give the Client prompt access to such records related to a data incident. 29.Functional Warranty. CivicPlus warrants that the application and services, including any modifications that are made by CivicPlus or under CivicPlus’s instructions do not contain any material defects, and will conform in all material respects to the specifications, functions, descriptions, standards and criteria set forth in the Agreement, its Exhibits, and the Documentation, which are all incorporated herein by reference. CivicPlus shall promptly correct any errors identified by the Client in the application and in any modification to the application at no cost to the Client. The City may also pursue any other remedies available to it under this Agreement or by law or equity. 30.Virus Warranty. CivicPlus warrants that it has used commercially reasonable efforts to ensure against introduction of any virus into the Client’s systems. CivicPlus must immediately advise the Client, in writing, upon reasonable suspicion or actual knowledge that the Services may contain a virus. If a virus is found to have been introduced into the Client’s systems by the Services within 30 days after the effective date of this Agreement, CivicPlus must repair or replace the services within ten (10)business days. If CivicPlus cannot accomplish the foregoing within such time, then the Client shall discontinue use of the services. CivicPlus must use all reasonable commercial efforts, at no additional charge, to assist the Client in reducing the effects of the virus and, if the virus causes a loss of operational efficiency or loss of data, to assist the Client to the same extent to mitigate and restore such losses. In addition, CivicPlus must indemnify, defend and hold the Client harmless from any claims, suits, damages, liabilities, losses, and reasonable attorney fees resulting from any such Viruses. Any limitation of liability described in this Agreement does not apply to this indemnification obligation. The City may also pursue 31.Representatives and Notices. a.Client’s Representative. The Client’s Representative for the purpose of this Agreement shall be _________________ or such other individual as Client shall designate in writing. Whenever approval or authorization from or communication or submission to Client is required by this Agreement, such communication or submission shall be directed to the Client’s Representative and approvals or authorizations shall be issued only by such Representative; provided, however, that in exigent circumstances when Client’s Representative is not available, CivicPlus may direct its communication or submission to other designated Client personnel or agents as designated by the Client in writing and may receive approvals or authorization from such persons. b.CivicPlus’s Representative. CivicPlus’s Representative for the purpose of this Agreement shall be such individual as CivicPlus shall designate in writing. Whenever direction to or communication with CivicPlus is required by this Agreement, such direction or communication shall be directed to CivicPlus’s Representative; provided, however, that in exigent circumstances when CivicPlus’s Representative is not available, Client may direct its direction or communication to other designated CivicPlus personnel or agents. 32.Notices. All notices required by this Agreement shall be in writing and shall be provided to the Representatives named in this Section. Notices shall be deemed given when delivered, if delivered by courier to Party’s address shown above during normal business hours of the recipient; or when sent, if sent by email or fax (with a successful transmission report) to the email address or fax number provided by the Party’s Representative; or on the fifth business day following mailing, if mailed by ordinary mail to the address shown above, postage prepaid. 33.Nondiscrimination and Equal Pay. CivicPlus agrees that all hiring by CivicPlus of persons performing this Agreement shallCivicPlus agrees that all hiring by CivicPlus of persons performing this Agreement shall be on the basis of merit andqualifications. CivicPlus will have a policy to provide equal employment opportunity in accordance with all applicable stateand federal anti-discrimination laws, regulations, and contracts. CivicPlus will not 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 DocuSign Envelope ID: 8FF265DD-757C-4F42-B03E-EA442A1DBE91 GSA Statement of Work for Bozeman, MT GSA Contract GS-35F-0124U Page 6 of 8 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. CPA03.01.165-0001 refuse employment to a person, bar a person from employment, or discriminate against a person in compensation or in a term, condition, or privilege of employment because of race, color, religion, creed, political ideas, sex, age, marital status, national origin, actual or perceived sexual orientation, gender identity, physical or mental disability, except when the reasonable demands of the position require an age, physical or mental disability, marital status or sex distinction. CivicPlus shall be subject to and comply with Title VI of the Civil Rights Act of 1964; Section 140, Title 2, United States Code, and all regulations promulgated thereunder. CivicPlus represents it is, and for the term of this Agreement will be, in compliance with the requirements of the Equal Pay Act of 1963 and Section 39-3-104, MCA (the Montana Equal Pay Act). CivicPlus must report to the Client any violations of the Montana Equal Pay Act that CivicPlus has been found guilty of within 60 days of such finding for violations occurring during the term of this Agreement. CivicPlus shall require these nondiscrimination terms of its subcontractors providing services under this Agreement. 34.Reports/Accountability/Public Information. CivicPlus agrees to develop and/or provide documentation as requested by the Client demonstrating CivicPlus’s compliance with the requirements of this Agreement. CivicPlus shall allow the Client, its auditors, and other persons authorized by the Client to inspect and copy its books and records for the purpose of verifying that the reimbursement of monies distributed to CivicPlus pursuant to this Agreement was used in compliance with this Agreement and all applicable provisions of federal, state, and local law. The CivicPlus shall not issue any statements, releases or information for public dissemination without prior approval of the Client. 35.Non-Waiver. A waiver by either party of any default or breach by the other party of any terms or conditions of this Agreement does not limit the other party’s right to enforce such term or conditions or to pursue any available legal or equitable rights in the event of any subsequent default or breach. 36.Attorney’s Fees and Costs. In the event it becomes necessary for either Party to retain an attorney to enforce any of the terms or conditions of this Agreement or to give any notice required herein, then the prevailing Party or the Party giving notice shall be entitled to reasonable attorney's fees and costs, including fees, salary, and costs of in-house counsel including the Client Attorney’s Office staff. 37.Taxes. The amounts owed for the Services exclude, and Client 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 Services (excluding taxes based solely on CivicPlus’s income). If the Client is tax-exempt, the Client must provide CivicPlus proof of their tax-exempt status, within fifteen (15) days of contract signing, and the fees owed by Client under this Agreement will not be taxed. If such exemption certificate is challenged or held invalid by a taxing authority then Client agrees to pay for all resulting fines, penalties and expenses. Notwithstanding the foregoing, CivicPlus shall be responsible for all payroll taxes and other similar taxes as an independent contractor and CivicPlus is obligated to pay taxes that may be assessed to them. 38.Dispute Resolution. Any claim, controversy, or dispute between the parties, their agents, employees, or representatives shall be resolved first by negotiation between senior-level personnel from each party duly authorized to execute settlement agreements. Upon mutual agreement of the parties, the parties may invite an independent, disinterested mediator to assist in the negotiated settlement discussions. If the parties are unable to resolve the dispute within thirty (30) days from the date the dispute was first raised, then such dispute may only be resolved in a court of competent jurisdiction in compliance with the Applicable Law provisions of this Agreement. 39.Survival. CivicPlus’s indemnification shall survive the termination or expiration of this Agreement for the maximum period allowed under applicable law. 40.Headings. The headings used in this Agreement are for convenience only and are not be construed as a part of the Agreement or as a limitation on the scope of the particular paragraphs to which they refer. 41.Severability. If any portion of this Agreement is held to be void or unenforceable, the balance thereof shall continue in DocuSign Envelope ID: 8FF265DD-757C-4F42-B03E-EA442A1DBE91 GSA Statement of Work for Bozeman, MT GSA Contract GS-35F-0124U Page 7 of 8 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. CPA03.01.165-0001 effect. 42.Applicable Law. The parties agree that this Agreement is governed in all respects by the laws of the State of Montana. 43.Binding Effect. This Agreement is binding upon and inures to the benefit of the heirs, legal representatives, successors, and assigns of the parties. 44.No Third-Party Beneficiary: This Agreement is for the exclusive benefit of the parties, does not constitute a third-party beneficiary agreement, and may not be relied upon or enforced by a third party. 45.Integration. This Agreement and all Exhibits attached hereto constitute the entire agreement of the parties. Covenants or representations not contained herein or made a part thereof by reference, are not binding upon the parties. There are no understandings between the parties other than as set forth in this Agreement. All communications, either verbal or written, made prior to the date of this Agreement are hereby abrogated and withdrawn unless specifically made a part of this Agreement by reference. 46.Counterparts. This Agreement may be executed in counterparts, which together constitute one instrument. 47.Consent to Electronic Signatures. The Parties have consented to execute this Agreement electronically in conformance with the Montana Uniform Electronic Transactions Act, Title 30, Chapter 18, Part 1, MCA. DocuSign Envelope ID: 8FF265DD-757C-4F42-B03E-EA442A1DBE91 GSA Statement of Work for Bozeman, MT GSA Contract GS-35F-0124U Page 8 of 8 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. CPA03.01.165-0001 Acceptance We, the undersigned, agreeing to the conditions specified in this document, understand and authorize the provision of services outlined in this SOW. Client CivicPlus By: By: Name: Name: Title: Title: Date: Date: DocuSign Envelope ID: 8FF265DD-757C-4F42-B03E-EA442A1DBE91 Amy Vikander 6/29/2022 Sr. VP of Customer SuccessCity Manager Jeff Mihelich 6/29/2022 Statement of Work for Bozeman, MT AUDIOEYE MANAGED FOR CIVICREC STATEMENT OF WORK No. 1 This Statement of Work (the “SOW”), effective as of the later of the two dates accompanying the signatures below (“Effective Date”), is entered into and governed under the CivicRec Statement of Work (the “Agreement”) between CivicPlus, LLC. (“CivicPlus”) and Bozeman, MT (“Client”). Services performed by CivicPlus under this SOW will be conducted in accordance with and be subject to the terms and conditions of this SOW and the Agreement. If there is a conflict between this SOW and the Agreement, the terms and conditions of this SOW shall prevail. Capitalized terms used in this SOW but not defined herein shall have the meaning set forth in the Agreement. The responsibilities of CivicPlus and Client are defined below. IN WITNESS WHEREOF, each party, in consideration of the mutual promises and agreements set forth in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged and agreed by the parties, agree and hereto has caused this Agreement to be executed by its duly authorized representatives. Client CivicPlus By: _______________________________________________By: ___________________________________________ (Signature) (Signature) Name: ____________________________________________Name:________________________________________ (Print) (Print) Title: _____________________________________________Title:__________________________________________ Date: _____________________________________________Date: _________________________________________ 1.TERM The duration of this AudioEye Platform Subscription for CivicRec and this SOW shall begin at signing and be co-termed and aligned with Client’s CivicRec subscription. DocuSign Envelope ID: 8FF265DD-757C-4F42-B03E-EA442A1DBE91 Sr. VP of Customer Success 6/29/2022 Amy VikanderJeff Mihelich 6/29/2022 City Manager CIVICPLUS STATEMENT OF WORK – AUDIOEYE – v20200917 2 2.SERVICES ORDERED & COSTS AudioEye will provide the following SaaS Subscription: Web Accessibility Solutions Subscription Order 12 Month Term Product Subscription Cost AudioEye Managed for CivicRec $5,000 per domain Total Subscription Cost* $5,000 per domain* *Recurring subscription pricing is subject to an annual 5% increase. This Scope of Work is valid through (or up to) 60 days from June 6, 2022. The subscription purchased herein applies only to a single domain (Client’s CivicRec Instance). Upon execution of this SOW, CivicPlus will invoice Client for the first year’s Total Subscription Cost. If needed, CivicPlus will pro-rate Client’s first year’s Total Annual Subscription Cost to match up with Client’s current CivicRec billing schedule. All renewal years Total Subscription Cost shall be invoiced on the date of Client’s current CivicRec billing schedule. The parties acknowledge the pricing herein is not in addition to the amounts listed in the GSA Statement of Work to which this SOW is attached.. All payments shall be made in accordance with the terms and conditions of the Agreement. Invoices will be expressed in US Dollars (USD). The Services in this SOW shall apply to: BOZEMAN MT - CIVICREC DocuSign Envelope ID: 8FF265DD-757C-4F42-B03E-EA442A1DBE91 CIVICPLUS STATEMENT OF WORK – AUDIOEYE – v20200917 3 3.CONTACT INFORMATION Technical Contact Information Client will identify a project lead to function as a single point of contact for the project. Name: ____________________________________________ Email: ____________________________________________ Phone: ___________________________________________ Billing Contact Information Invoices for fees, associated with this Agreement, should be sent to the following email address(es): Billing Email:______________________ Contact Name:__________________________ Billing Address 1: _____________________________________ (if different from Corporate Address provided with MSA) Contact Email:__________________________ Billing Address 1: _____________________________________ (if different from billing email address provided above) City:______________________________________ State/Zip: ____________________________________ Payment Method: _______________________________ All payments shall be made in accordance with the terms and conditions of the Agreement. Invoices will be expressed in US Dollars (USD). DocuSign Envelope ID: 8FF265DD-757C-4F42-B03E-EA442A1DBE91 Jamie Saitta jsaitta@bozeman.net Jamie Saitta 406-582-2291 jsaitta@bozeman.net CIVICPLUS STATEMENT OF WORK – AUDIOEYE – v20200917 4 STATEMENT OF WORK APPENDIX A Package Features / Services AudioEye Managed Features/Services Details WCAG Accessibility Reports Reporting available upon request for point-in-time compliance status and WCAG conformance level. Automated Global Remediations Certain common issues of accessibility can be programmatically detected and remediated by AudioEye Dynamic Remediation Technology. AudioEye Managed for CivicRec Activation Upon Activation, AudioEye to begin tracking usage analytics. AudioEye to conduct, at least, monthly ongoing and continuous monitoring based on the usage analytics tracked by AudioEye. This always-on monitoring ensures that the pages being accessed by end-users –the pertinent pages relative to the end-user’s experience - are being regularly prioritizedand evaluated for accessibility conformance. For the duration of the Term of the agreementbetween the Parties, AudioEye will maintain the always-on monitoring service. To ensure compliance with ADA Title II/III, Section 504, Section 508 Information and Communication Technology, and any future changes in conjunction with ADA-related laws & guidelines, and any applicable state laws, AudioEye tests against internationally recognized W3C Web Content Accessibility Guidelines (WCAG) 2.1 Level AA Success Criteria. These tests are conducted through, both, automated and manual processes, which are facilitated and managed through the Digital Accessibility Platform (“DAP”), AudioEye’s proprietary system for facilitating the Ally Managed Service solution. AudioEye engineers do not make any changes to the web environment that impact the visual display of the website. For any Success Criteria that cannot be met through the application of fixes facilitated through the Digital Accessibility Platform and applied to the frontend website/application through the AudioEye JavaScript, AudioEye collaborates with software/web designers/developers and recommends best practices for effective resolution to be applied at the source and/or through universal design standards. The combination of this collective and collaborative effort helps ensure usability for Customer’s site visitors. AudioEye to provide the necessary tools and/or instruction, allowing Reseller and/or Customer to implement fixes within the product source (“Source Remediation”). DocuSign Envelope ID: 8FF265DD-757C-4F42-B03E-EA442A1DBE91 CIVICPLUS STATEMENT OF WORK – AUDIOEYE – v20200917 5 Monitoring Ongoing evaluation and continuous WCAG testing. Accessibility Toolbar Web Personalization Tools that allow end-users to customize their user experience to meet their individual needs. The internationally recognized accessibility icon marks the entrance to the AudioEye Toolbar. Certification Statement AudioEye Trusted Certification, which is attestation of a site owner’s ongoing commitment to digital inclusion as defined by WCAG Success Criteria. Includes AudioEye Trusted Certification badge. Accessibility Statement (if applicable) Standardized accessibility messaging site owners may utilize on their site informing visitors of the digital inclusion efforts underway. Training (On- Demand Webinar Archive) User access to archive of recorded Accessibility Training Seminars covering various topics to encourage digital accessibility best practices and universal design thinking Live Training Webinars User access to Accessibility Training Seminars covering various topics to encourage digital accessibility best practices and universal design thinking Manual Assistive Technology Testing Site-level technical analysis and functional usability testing (manual testing) conducted by Assistive Technology (AT) testers. Site Remediation Automated and manual test results provide feedback for AudioEye Engineers to develop custom, site-specific remediations to fix issues of accessibility. Remediations scripts are served via AudioEye Dynamic Remediation Technology. Sustainable Testing & Remediation Plan Official accessibility auditor documentation to assist site owner in addressing any accessibility complaints. International Language Support: 27 Languages/Dialects supported for display within the Ally Toolbar. Valid language attribute must be present in source. Supported languages, include: • Arabic • Cantonese (Hong Kong S.A.R.) • Catalan (Catalan) • Chinese (Taiwan) • Chinese (People’s Republic of China) • Czech (Czech Republic) • Danish (Denmark) • Dutch (Netherlands) • Greek (Greece) • Hungarian (Hungary) • Italian (Italy) • Japanese (Japan) • Korean (Korea) • Norwegian (Norway) • Polish (Poland) • Portuguese (Portugal) DocuSign Envelope ID: 8FF265DD-757C-4F42-B03E-EA442A1DBE91 CIVICPLUS STATEMENT OF WORK – AUDIOEYE – v20200917 6 • English (United States) • English (United Kingdom) • Finnish (Finland) • French (France) • French (Canada) • German (Germany) • Portuguese (Brazil) • Russian (Russia) • Spanish (Spain) • Spanish (Mexico) • Swedish (Sweden) 4. WEB ACCESSIBILITY COMPLIANCE REPRESENTATIONS & WARRANTIES AudioEye continually monitors the relevant World Wide Web Consortium’s (W3C) Web Content Accessibility Guidelines (WCAG) to improve conformance with WCAG guidelines and to eradicate issues of accessibility that may impede access for persons with disabilities. AudioEye periodically monitors current law and practice regarding digital accessibility compliance including, but not limited to the Americans with Disabilities Act (ADA) and other similar state and international laws. AudioEye has and will continue to take steps necessary to help improve and maintain equal access to Client website(s). AudioEye monitors Client website(s) and/or the platform hosting Client website(s) to take the steps necessary to improve conformance with WCAG standards. AudioEye evaluates Client website(s) and/or the platform hosting Client website(s) on a periodic basis to improve conformance with WCAG standards. AudioEye periodically reviews automated and manual test results to develop remediations to Client website(s) and/or the platform hosting Client website(s) to increase conformance with WCAG Success Criteria. AudioEye provides support and training resources and hosts training seminars that promote accessibility best practices including, but not limited to, universal design, WCAG Success Criteria, video captioning, and document remediation. AudioEye works with and/or takes measures to provide product stakeholders in charge of managing the platform hosting Client website(s) with information a) to improve the accessibility of the platform hosting Client website(s), the site template, and web components that comprise Client website(s), b) to incorporate accessibility into the design process, and c) to better ensure an optimal user experience for individuals with disabilities. AudioEye supports a 24/7 help desk for site visitors, which enables them to report accessibility issues and grievances should they be encountered. AudioEye prioritizes the remediation of validated issues as submitted via the Help Desk. AudioEye provides technical analysis and functional usability testing (manual testing) of Client website(s) and/or the platform hosting Client website(s), which is conducted by assistive technology (AT) testers. Via proprietary and patented AudioEye Dynamic Remediation Technology, AudioEye remediates issues of accessibility identified within Client website(s) and/or the platform hosting Client DocuSign Envelope ID: 8FF265DD-757C-4F42-B03E-EA442A1DBE91 CIVICPLUS STATEMENT OF WORK – AUDIOEYE – v20200917 7 website(s) and conducts retesting of issues to validate usability of remediated content and functionality. AudioEye provides limited to full implementation of the AudioEye Toolbar, which provides web personalization tools permitting site visitors to customize their user experience to meet individual needs. 5. ASSUMPTIONS To streamline communication during the project, Client will be assigned an account manager who will be responsible for the quality and timeliness of all deliverables. The account manager will oversee and track the progress of the entire project and will be available to escalate concerns. Website/Platform updates or structural changes that impact existing CSS ID/class selector attributes may require re-configuration and subsequent testing that demands a level of effort beyond the typical maintenance included with the AudioEye Services. AudioEye engineers do not make any changes to the web environment that impact the visual display of the website. Required changes that impact visual display require collaboration with Client and any visual changes implemented through the AudioEye Services require sign-off from Client. In many cases, these changes are implemented by Client at the source. For deficiencies impacting visual display or site structure/features/functions, AudioEye to obtain written permission from Client to provision and apply the required fixes. AudioEye shall not be held liable for delays impacting, if applicable, delivery timelines pertaining to Client supplying AudioEye with written approvals. For any Success Criteria that cannot be met through the application of fixes facilitated through the AudioEye Services and applied to the frontend website/application through the AudioEye JavaScript, AudioEye collaborates, via CivicPlus, with software/web designers/developers and recommends best practices for effective resolution to be applied at the source and/or through universal design standards. The combination of this collective and collaborative effort helps ensure usability for Client’s site visitors. AudioEye to provide the necessary tools and/or instruction, allowing CivicPlus to implement fixes within the CMS product source (“Platform Remediation”). For each project, the start date of Activation is determined by AudioEye. AudioEye shall issue an AudioEye Trusted Certification indicating that Client has a commitment to accessibility and inclusion in striving to maximize and continually improve conformance with the informative guidance supplied through W3C WCAG. If applicable, certification statements may indicate conformance exclusions and/or statements of partial conformance and/or reference to on-demand source feedback reports to inform end-users about features/functions that do not conform to the target standard and/or remain a work in a progress. Common exclusions resulting in conformance clarifications, as documented through source feedback reports, include: flash objects, highly visual/dynamic display widgets/modules, high volume content changes, maps, inaccessible PDFs, videos without captioning and/or audio descriptions, and 3rd party content. 6. CLIENT RESPONSIBILITIES Client will identify a project lead to function as a single point of contact for the project. DocuSign Envelope ID: 8FF265DD-757C-4F42-B03E-EA442A1DBE91 CIVICPLUS STATEMENT OF WORK – AUDIOEYE – v20200917 8 Client will make all reasonable efforts to address conformance exclusions indicated within the source remediation report. Client will make all reasonable efforts to educate AudioEye on the specific technical constraints of its Web environment, including details about its publication and hosting environments. Prior to execution of this Agreement, Client to inform AudioEye of anticipated traffic exceeding 20 million monthly impressions. Client understands and agrees that AudioEye will charge Client the following overage fees, to be billed at the end of the current month, in which the overage occurred: $52 per million impressions above and beyond the monthly allotment. Please note: some single page requests may make multiple requests to AudioEye, and, therefore, trigger multiple impressions (i.e. iFrames on the page). Client to provide advanced notification to AudioEye prior to implementing or removing the AudioEye JavaScript within their web environment, including but not limited to Client’s production, staging, UAT, development, and/or sandbox environment(s). Client will provide AudioEye with feedback, comments, approvals and acceptance on all deliverables in a timely manner. If Client receives a legal demand letter or is served a legal notice, Client may request a sustainable testing and remediation (STAR) plan (aka auditor notification letter) to inform plaintiff of the proactive steps already taken and being taken by Client to ensure digital inclusion. Should plaintiff continue to pursue their legal efforts, Client may request consulting or legal support services, which may be separate from and in addition to the Services included in this SOW. Client will make all reasonable efforts to send project and accessibility stakeholders to attend online accessibility training presentations provided by AudioEye. 7. CHANGE CONTROL PROCEDURES To make a change to this SOW, Client will submit a written request to CivicPlus specifying the proposed changes in detail. CivicPlus will submit to Client an estimate of the charges and the anticipated changes in the delivery schedule that will result from the proposed change in the services (“Change Order”) stated within this SOW. AudioEye will continue performing the services in accordance with this SOW until the CivicPlus and Client agree in writing on the change in scope of work, scheduling, and fees therefore. Any Change Order shall be agreed to by the parties in writing prior to implementation. No additional fees shall be incurred without Client’s prior written authorization. DocuSign Envelope ID: 8FF265DD-757C-4F42-B03E-EA442A1DBE91 Page 9 of 9 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. CPA03.01.165-0001 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 State Postal Code Tax ID # Sales Tax Exempt # Billing Terms Account Rep Info Required on Invoice (PO or Job #) Are you utilizing any external funding for your project (ex. FEMA, CARES): Y [ ] or N [ ] Please list all external sources: Contract Contact Email Phone Ext. Fax Project Contact Email Phone Ext. Fax DocuSign Envelope ID: 8FF265DD-757C-4F42-B03E-EA442A1DBE91