Contract 2022-030ADocuSign Envelope ID: 98D22BB0-F2D5-4825-BC9C-A51 B633A4F30
C�
CivicPlus
302 South 4th St. Suite 500
Manhattan, KS 66502
us
Client:
Clermont FL - CivicEngage
Quote #:
Date:
Expires On:
Product:
Bill To:
Clermont FL - CivicEngage
Q-22306-1
2/3/2022 2:59 PM
6/30/2022
CivicEngage
SALESPERSON
Phone
EMAIL
DELIVERY METHOD
PAYMENT METHOD
John Pugh
x(913)
954-0555
pugh@civicplus.com
Net 30
CivicEngage - Statement of Work
QTY
PRODUCT NAME
DESCRIPTION
PRODUCT
TYPE
10.00
Banner - CivicEngage Central
Design/apply unique interior banner to CivicEngage
One-time
Central website
1.00
Annual - CivicEngage Central
Annual - CivicEngage Central
Renewable
1.00
Hosting & Security Annual Fee -
Hosting & Security Annual Fee - CivicEngage Central
Renewable
CivicEngage Central
1.00
SSL Management — CP Provided
SSL Management — CP Provided Only 1 per domain
Renewable
Only
(Annually Renews)
1.00
DNS Hosting for .GOV — Annual
DNS Hosting for .GOV — Annual Fee - https://
Renewable
Fee
www.clermontfl.gov/
1.00
Ultimate Implementation -
Ultimate Implementation - CivicEngage Central
One-time
CivicEngage Central
1.00
4yr Redesign Ultimate Annual -
4yr Redesign Ultimate Annual - CivicEngage
Renewable
CivicEngage
132.00
Content Development - 1 Page -
Content Development - 1 Page - CivicEngage
One-time
CivicEngage
6.00
System Training (4h, virtual) -
CivicEngage System Training - Virtual, Half Day Block
One-time
CivicEngage
1.00
Agendas & Minutes Migration
Content Migration : Agendas & Minutes - Per 100
One-time
- PDF - 100 Meetings -
Meetings (Approx. 1 year)
CivicEngage
List Price Year 1 Total USD 35,637. nn
Total Investment - Year 1 USD 21,920.00
Annual Recurring Services - Year 2 USD 8,137.50
V. PD 06.01.2015-0048
Page 1 of 4
DocuSign Envelope ID: 98D22BB0-F2D5-4825-BC9C-A51 B633A4F30
Total Days of Quote:365
1. This Statement of Work ("SOW") shall be subject to the terms and conditions of the CivicPlus Master
Services Agreement located at https://www.civicplus.com/master-services-agreement ("MSA"), to which
this SOW is hereby attached as the CivicEngage Statement of Work. By signing this SOW, Client expressly
agrees to the terms and conditions of the MSA throughout the Term of this SOW.
2. This SOW shall remain in effect for an initial term equal to 365 days from the date of signing ("Initial Term").
In the event that neither party gives 60 days' notice to terminate prior to the end of the Initial Term, or
any subsequent Renewal Term, this SOW will automatically renew for an additional 1-year renewal term
("Renewal Term"). The Initial Term and all Renewal Terms are collectively referred to as the "Term".
3. The Total Investment - Year 1 will be invoiced as follows:
a. Upon signing this SOW, thirty percent (30%) of the Total Investment Year 1 Fees;
b. The earlier of 6 months from signing or upon completion of CivicEngage Implementation (completion of
training), the remaining seventy percent (70%) of the Total Investment Year 1.
4. Annual Recurring Services shall be invoiced on the start date of each Renewal Term. Annual Recurring
Services, including but not limited to hosting, support and maintenance services, shall be subject to a 5%
annual increase beginning in year 2 of service. Client will pay all invoices within 30 days of the date of such
invoice.
5. Client agrees that CivicPlus shall not migrate, convert, or port content or information that could reasonably be
construed as time sensitive, such as calendar or blog content, during the Project Development.
6. If a Recurring Redesign line item is included with the Client's quote in this SOW, starting after 48 months of
continuous service under this SOW, Client shall be entitled to receive a redesign at no additional cost. Client
may initiate such redesign any time after 48 months of continuous service. Upon the initiation of an eligible
redesign project, Client may begin accumulating eligibility towards a subsequent redesign after another
48 months of continuous service. Redesigns that include additional features not available on the original
website may be subject to additional charges. 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 included in this SOW only. Any subsequently purchased website, subsite, and
department header shall not be included in a redesign hereunder.
7. Client allows CivicPlus to display a "Government Websites by CivicPlus" insignia, and web link at the bottom
of their web pages. Client understands that the pricing and any related discount structure provided under this
SOW assumes such perpetual permission.
Signature Page to Follow.
V. PD 06.01.2015-0048
Page 2 of 4
DocuSign Envelope ID: 98D22BB0-F2D5-4825-BC9C-A51 B633A4F30
Acceptance
By signing below, the parties are agreeing to be bound by the covenants and obligations specified in this SOW and the
MSA terms and conditions found at: https://www.civicplus.com/master-services-agreement.
IN WITNESS WHEREOF, the parties have caused this SOW to be executed by their duly authorized representatives as of
the dates below.
Client DocuSigned by:
By: ��d d Sutv�e
431F57D413554D6...
Name: Freddy Suarez
Title:
Procurement Director
Date:4/19/2022
CivicPlus DocuSigned by:
By. aVKl VkaanJW
4AEC254EEF49472...
Name: Amy vi kander
Title:
Sr. VP of Customer Success
Date:4/19/2022
V. PD 06.01.2015-0048
Page 3 of 4
DocuSign Envelope ID: 98D22BB0-F2D5-4825-BC9C-A51 B633A4F30
Contact Information
.all documents must be returned: Master Service Agreement, Statement of Work, and Contact Information Sheet.
Organization URL
C ITl OF C LGFt2M ON -r W W'W. GL EVLM 0 NT'Ft. G QV
Street Address
B S M O NTC2 aS E 15 i 10;FT
Address 2
City G L C V NI D N T State IFL_ Postal Code 3 4,,,7 1
CivicPlus provides telephone support for all trained clients from lam -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
klA`I NS 'FOUNT -,AI N WE] gtrrA 1V(o,>_Gl.-s7iZmps =L, orgy
Phone 351- Z 41 - 73 `] -7 Ext. Fax
Billing Address
G$S IN. M O NTRfl5 E 51_QLR-ET
Address 2
cityGL,EVM o NT state
IFL Postal Code 34,7 / 1
Tax ID # Sales Tax Exempt
5-ct-60ooZg0 5'-8D127400c 6C-8
Billing Terms Account Rep
30 - �DANIS
Info Required on Invoice (PO or Job #) 2 _ / 4 .197..
Are you utilizing any external funding for your project (ex. FEMA, CARES): Y [ ] or N [ O ]
Please list all external sources:
Contract Contact Email
Phone Ext. - 2 4 1 —%3 S i7 Ext.� 3 5 2 Fax
Project Contact GC_ Email
HUK ST1N.5oN CSTIiJSON�GLtRNI
5-D'fJT'�L.aiZC�
Phone 2 Z_ A _ -73 7 3 Ext. Fax
V. PD 06.01.2015-0048
Page 4 of 4
DocuSign Envelope ID: 98D22BB0-F2D5-4825-BC9C-A51 B633A4F30 Master Services Agreement
P CIVICPLUS
Master Services Agreement
Effective as of March 2022
This Master Services Agreement (this "Agreement") governs all Statements of
Work ("SOW') entered into by and between CivicPlus, LLC ("CivicPlus") and the
client entity identified on the SOW ("Client"). This Agreement governs the use
and provision of any Services purchased by Client, as described in any signed
SOW, and the effective date of this Agreement shall commence on the date of
signature of the SOW ("Effective Date"). If a SOW has not been executed, then
the Effective Date shall be determined as the start date of implementation of
any software solution or codification services by CivicPlus for Client. CivicPlus
and Client referred to herein individually as "Party" and jointly as "Parties".
Recitals
I. WHEREAS, CivicPlus is engaged in the business of developing and
providing access to proprietary community engagement and government
content management software solutions, platforms and associated
services (the "Services"); and
II. WHEREAS, Client wishes to engage CivicPlus for the procurement of the
Services and/or receive a license subscription for the ongoing use of the
Services, as set forth in the SOW;
NOW, THEREFORE, Client and CivicPlus agree as follows:
Agreement
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Term & Termination
1. This Agreement shall commence on the Effective Date and shall remain in
full force and effect for as long as any SOW is in effect between CivicPlus
and Client, or Services are being provided by CivicPlus to Client, unless
terminated in accordance with this §1 or as otherwise provided in this
Agreement (the "Term"). Either Party may terminate this Agreement or any
SOW as set forth in such SOW, or at its discretion, effective immediately
upon written notice to the other Party, if the other Party materially
breaches any provision of this Agreement and does not substantially cure
the breach within thirty (30) days after receiving notice of such breach. A
delinquent Client account remaining past due for longer than 90 days is a
material breach by Client and is grounds for CivicPlus termination.
2. Upon termination of this Agreement or any SOW for any reason, (a) the
licenses granted for such relevant SOW by §11 below will terminate and
Client shall cease all use of the CivicPlus Property and Services associated
with the terminated SOW and (b) any amounts owed under outstanding
invoices or future planned billing for the completed development and
implementation of the Client's Services, as defined in the SOW ("Project
Development"), shall immediately become due in full and payable. Sections
71 8, 10, 14, 15, 18, 32 -341 42, and 43 will survive any expiration or
termination of this Agreement.
3. At any time during the Term, CivicPlus may, immediately upon notice to
Client, suspend access to any Service due to a threat to the technical
security or technical integrity of the Services.
Invoicing & Payment Terms
4. Client will pay the amounts owed to CivicPlus for the Project Development,
Subscription and licensing, and annual hosting, support and maintenance
services ("Annual Recurring Services") in accordance with the payment
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schedule set forth on the applicable SOW. Invoices shall be sent
electronically to the individual/entity designated in the SOW's contact
sheet that is required to be filled out and submitted by Client (the "Contact
Sheet"). Client shall provide accurate, current and complete information of
Client's legal business name, address, email address, and phone number in
the Contact Sheet upon submission of a signed SOW. Client will maintain
and promptly update the Contact Sheet information if it should change.
Upon Client's request, CivicPlus will mail hard -copy invoices for a $5.00
convenience fee.
5. Each SOW 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 W
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 Client's account exceeds 60 days past
due, support will be discontinued until the Client's account is made
current. If the Client's account exceeds 90 days past due, Annual Recurring
Services will be discontinued, and the Client will no longer have access to
the Services until the Client's account is made current. Client will be given
15 days' notice prior to discontinuation of Services for non-payment.
6. During the performance of services during Project Development, if 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, Client does not show up for
scheduled meetings or trainings), Client agrees to reimburse CivicPlus for
such fees, not to exceed $1,000 per CivicPlus employee. CivicPlus shall
notify Client prior to incurring such expenses and shall only incur those
expenses which are approved by Client.
,ership & Content Responsibility
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7. Upon full and complete payment of amounts owed for Project Development
under the applicable SOW, Client will own the website graphic designs,
webpage or Services content, module content, importable/exportable
data, and archived information ("Client Content") created by CivicPlus on
behalf of Client pursuant to this Agreement. "Client Content" also includes
any elements of text, graphics, images, photos, designs, artworks, logos,
trademarks, services marks, and other materials or content which Client
provides or inputs into any website, software or module in connection with
any Services. Client 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, Client will assume full
responsibility for Client 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 Client Content. Client hereby grants
CivicPlus a worldwide, non-exclusive right and license to reproduce,
distribute and display the Client Content as necessary to provide the
Services. Client represents and warrants that Client owns all Client Content
or that Client has permission from the rightful owner to use each of the
elements of Client Content; and that Client has all rights necessary for
CivicPlus to use the Client Content in connection with providing the
Services.
9. At any time during the term of the applicable SOW, Client will have the
ability to download the Client Content and export the Client data through
the Services. Client may request CivicPlus to perform the export of Client
data and provide the Client data to Client in a commonly used format at
any time, for a fee to be quoted at time of request and approved by Client.
Upon termination of the applicable SOW for any reason, whether or not
'.lient has retrieved or requested the Client data, CivicPlus reserves the
right to permanently and definitively delete the Client Content and Client
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data held in the Services thirty (30) days following termination of the
applicable SOW. During the thirty (30) day period following termination of
the SOW, regardless of the reason for its termination, Client 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 the Services ("CivicPlus Property") will remain the
property of CivicPlus. CivicPlus Property specifically excludes Client
Content. Client shall not (i) license, sublicense, sell, resell, reproduce,
transfer, assign, distribute or otherwise commercially exploit or make
available to any third party any CivicPlus Property in any way, except as
specifically provided in the applicable SOW; (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 Client,
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; or (v) 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 Agreement.
11. Provided Client complies with the terms and conditions herein, the relevant
SOW, and license restrictions set forth in §10, CivicPlus hereby grants
Client a limited, nontransferable, nonexclusive, license to access and use
`he CivicPlus Property associated with any valid and effective SOW, for the
term of the respective SOW.
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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. Client and its Users are
granted a limited license to access Documentation as needed. Client shall
not copy, download, distribute, or make derivatives of the Documentation.
13. Client acknowledges that CivicPlus may continually develop, alter, deliver,
and provide to the Client 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 listed on the SOW will be provided to the Client at no additional
charge. In the event that CivicPlus creates new products or enhancements
to the Services ("New Services"), and Client desires these New Services,
then Client will have to pay CivicPlus the appropriate fee for the access to
and use of the New Services. If Client disputes any change, then CivicPlus
shall use its reasonable best efforts to resolve the dispute.
14. CivicPlus in its sole discretion, may utilize all comments and suggestions,
whether written or oral, furnished by Client to CivicPlus in connection with
its access to and use of the Services (all reports, comments and
suggestions provided by Client hereunder constitute, collectively, the
"Feedback"). Client 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. Unless prohibited by the law of Client's state, the Parties shall defend,
indemnify and hold the other Party, its partners, employees, and agents
harmless from and against any and all third party lawsuits, claims,
demands, penalties, losses, fines, liabilities, damages, and expenses,
.ncluding attorney's fees, of any kind, without limitation, arising out of the
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negligent actions and omissions, or intentionally malicious actions or
omissions of the indemnifying Party or its affiliates, partners, employees,
and agents, directly associated with this Agreement and the installation
and ongoing operations of Services contemplated by the SOW. This
section shall not apply to the extent that any lawsuits, claims, demands,
penalties, losses, fines, liabilities, damages, and expenses is caused by the
negligence or willful misconduct on the part of the indemnified Party.
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 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. During Project Development,
Client will be responsive and cooperative with CivicPlus to ensure the
Project Development is completed in a timely manner.
18. Client agrees that it is solely responsible for any solicitation, collection,
storage, or other use of end -user's personal data on any 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
Services or the consequences of the solicitation, collection, storage, or
other use by Client or by any third party of personal data.
19. Client is responsible for all activity that occurs under Client's accounts by
or on behalf of Client. Client agrees to (a) be solely responsible for all
designated and authorized individuals chosen by Client ("User") activity,
Nhich must be in accordance with this Agreement and the CivicPlus
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of Use; (b) be solely responsible for Client data; (c) 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 Client will use in connection with
the Services; (d) 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; 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 Client has selected to integrate any of its
Services with.
22. If implementation services, such as consulting or training, are purchased
by Client and are not used solely due to the inaction or unresponsiveness
of Client during the implementation period, then these services shall expire
within 30 days after implementation closeout. The Client may choose to
re -schedule any unused implementation services during this 30 day period
as mutually agreed upon by the Parties. Any implementation services that
have not been used or rescheduled shall be marked complete and closed
upon the expiration of the 30 day period.
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 Client data. Except (a) in order to provide
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the Services; (b) to prevent or address service or technical problems in
connection with support matters; (c) as expressly permitted in writing by
Client; or (d) in compliance with our Privacy Policy, CivicPlus will not
modify Client data or disclose Client data, unless specifically directed by
Client or compelled by law. Notwithstanding the foregoing, CivicPlus
reserves the right to delete known malicious accounts without Client
authorization.
24. Client acknowledges and agrees that CivicPlus utilizes third -party service
providers to host and provide the Services and store Client 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
Client's data.
25. CivicPlus may offer Client the ability to use third -party applications in
combination with the Services. Any such third -party application will be
subject to acceptance by Client. In connection with any such third -party
application agreed to by Client, Client acknowledges and agrees that
CivicPlus may allow the third -party providers access to Client 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 Client to agree to a separate agreement or terms and conditions
with the provider of the third -party application, which will govern Client's
use of such third -party application.
26. In the event of a security breach at the sole fault of the 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. Client 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. Client 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. Client will have 24/7 access to the online CivicPlus
Help Center (civicplus. help) to obtain each product's support hours, 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). 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 Client at the time of the request and will be subject
to Client acceptance and invoiced the next business day following the non -
emergency support. CivicPlus shall have the sole discretion to determine
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whether support requests qualify as an emergency, exceed reasonable use
or are outside the scope of services outlined in any SOW.
30. If a reported problem cannot be solved during the first support interaction,
Client 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. Client hereby authorizes CivicPlus to use Client's name and logo on
CivicPlus's website and in sales and marketing presentations. Such
authorization may be withdrawn by Client at any time for any reason or no
reason at all upon written notice to CivicPlus. Client may publicly refer to
itself as a customer of the CivicPlus Services, including on Client's website
and in sales presentations. Notwithstanding the foregoing, Each Party
hereby grants the other a limited, worldwide, license to use the other's logo
in conformance with such Party's trademark usage guidelines and solely
for the purpose set forth in this §28. 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
32. CivicPlus' liability arising out of or related to this Agreement, or any
associated SOW, will not exceed the Annual Recurring Services amounts
paid by Client in the year prior to such claim of liability.
33. In no event will CivicPlus be liable to Client for any consequential, indirect,
special, incidental, or punitive damages arising out of or related to this
Agreement.
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34. The liabilities limited by Section 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 Client is advised in advance
of the possibility of the damages in question and even if such damages
were foreseeable; and (d) even if Client's remedies fail of their essential
purposes. If applicable law limits the application of the provisions of this
Limitation of Liability section, CivicPlus' liability will be limited to the
maximum extent permissible.
Warranties and Disclaimer
35. Each person signing the SOW, or otherwise agreeing to the terms of this
Agreement, 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 the SOW and this Agreement. Each Party represents and
warrants to the other that the execution and delivery of the SOW and the
performance of such Party's obligations thereunder have been duly
authorized and that this Agreement is a valid and legal agreement binding
on such Party and enforceable in accordance with its terms.
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 Client 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, even in
a situation where CivicPlus approves of such modification in writing; or (ii)
use of the Services in combination with a third party service, web hosting
service, or server not authorized by CivicPlus.
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37. EXCEPT FOR THE EXPRESS WARRANTIES IN THIS AGREEMENT,
CIVICPLUS HEREBY DISCLAIMS ALL WARRANTIES, 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 AGREEMENT THAT PROVIDES FOR A
LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION
OF DAMAGES IS TO ALLOCATE THE RISKS OF THIS AGREEMENT
BETWEEN THE PARTIES. THIS ALLOCATION IS REFLECTED IN THE
PRICING OFFERED BY CIVICPLUS TO CLIENT 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, civic disturbance, riot, war, national emergency, act of public
enemy, or other cause of similar or dissimilar nature beyond its control.
Taxes
40. 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
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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.
Other Documents
41. This Agreement, including all exhibits, amendments, and addenda hereto
and all SOWs, constitutes the entire agreement between the Parties and
supersedes all prior and contemporaneous agreements, proposals or
representations, written or oral, concerning its subject matter. No
modification, amendment, or waiver of any provision of this Agreement or
any SOW will be effective unless in writing and signed by each Party.
However, to the extent of any conflict or inconsistency between the
provision in the body of this Agreement and any exhibit, amendment, or
addenda hereto or any SOW, the terms of such exhibit, amendment,
addenda or SOW will prevail. Notwithstanding any language to the contrary
therein, no terms or conditions stated in a Client purchase order or other
order documentation (excluding SOWs) will be incorporated into or form
any part of this Agreement, all such terms or conditions will be null and
void, unless such term is to refer and agree to this Agreement.
Interlocal Purchasing Consent/ Cooperative Purchasing
42. With the prior approval of CivicPlus, which may be withheld for any or no
reason within CivicPlus's sole discretion, this Agreement and any SOW may
be extended to any public entity in Client's home -state to purchase at the
SOW prices and specifications in accordance with the terms stated herein.
43. To the extent permitted by law, the terms of this Agreement and set forth
in one or more SOW(s) may be extended for use by other local government
entities upon execution of a separate agreement, SOW, or other duly
Signed writing by and between CivicPlus and the such entity, setting forth
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all of the terms and conditions for such use, including applicable fees and
billing terms.
Miscellaneous Provisions
44. The invalidity, in whole or in part, of any provision of this Agreement shal
not void or affect the validity of any other provision of this Agreement.
45. The Parties negotiated this Agreement with the opportunity to receive the
aid of counsel and, accordingly, intend this Agreement to be construed
fairly, according to its terms, in plain English, without constructive
presumptions against the drafting Party. The headings of Sections of this
Agreement are for convenience and are not to be used in interpreting this
Agreement. As used in this Agreement, the word "including" means
"including but not limited to:"
46. The Parties will use reasonable efforts to resolve any dispute between
them in good faith prior to initiating legal action.
47. This Agreement and any SOW, 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
Agreement and any SOW. 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 Client.
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48. Due to the rapidly changing nature of software as a service and digital
communications, CivicPlus may unilaterally update this Agreement from
time to time. In the event CivicPlus believes such change is a material
alteration of the terms herein, CivicPlus will provide Client with written
notice describing such change via email or through its website. Client's
continued use of the Services following such updates constitutes Client's
acceptance of the same. In the event Client rejects the update to the terms
herein, Client must notify CivicPlus of its objection within ten (10) days
receipt of notice of such update.
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