CONTRACT 5417 Professional Services Agreement Agreement No. 5417
PROFESSIONAL SERVICES AGREEMENT
BETWEEN
THE CITY OF EL SEGUNDO AND
CIVICPLUS,INC.
This AGREEMENT is entered into this ';Q day of November, 2017, by and between
the CITY OF EL SEGUNDO, a municipal corporation and general law city ("CITY") and
CIVICPLUS, INC., a Kansas Corporation. ("CONSULTANT").
1. CONSIDERATION.
A. As partial consideration, CONSULTANT agrees to perform the work listed in the
SCOPE OF SERVICES, below;
B. As additional consideration, CONSULTANT and CITY agree to abide by the
terms and conditions contained in this Agreement;
C. As additional consideration, CITY agrees to pay CONSULTANT a sum not to
exceed $35,000 for first year of agreement and $14,250 for the second year of
CONSULTANT's services. CITY may modify this amount as set forth below.
Unless otherwise specified by written amendment to this Agreement, CITY will
pay this sum as specified in the attached Exhibit "A," which is incorporated by
reference.
2. SCOPE OF SERVICES.
A. CONSULTANT will perform services listed in the attached Exhibit "A,"which is
incorporated by reference.
B. CONSULTANT will, in a professional manner,furnish all of the labor, technical,
administrative, professional and other personnel, all supplies and materials,
equipment, printing, vehicles, transportation, office space and facilities, and all
tests, testing and analyses, calculation, and all other means whatsoever, except as
herein otherwise expressly specified to be furnished by CITY, necessary or proper
to perform and complete the work and provide the professional services required
of CONSULTANT by this Agreement.
3. PERFORMANCE STANDARDS. While performing this Agreement, CONSULTANT
will use the appropriate generally accepted professional standards of practice existing at the time
of performance utilized by persons engaged in providing similar services. CITY will
continuously monitor CONSULTANT's services. CITY will notify CONSULTANT of any
deficiencies and CONSULTANT will have fifteen (15) days after such notification to cure any
shortcomings to CITY's satisfaction. Costs associated with curing the deficiencies will be borne
by CONSULTANT.
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4. PAYMENTS. For CITY to pay CONSULTANT as specified by this Agreement,
CONSULTANT must submit a detailed invoice to CITY as set forth in Exhibit"A."
5. NON-APPROPRIATION OF FUNDS. Payments due and payable to CONSULTANT for
current services are within the current budget and within an available, unexhausted and
unencumbered appropriation of the CITY. In the event the CITY has not appropriated sufficient
funds for payment of CONSULTANT services beyond the current fiscal year, this Agreement
will cover only those costs incurred up to the conclusion of the current fiscal year.
6. ADDITIONAL WORK.
A. CITY's city manager ("Manager") may determine, at the Manager's sole
discretion, that CONSULTANT must perform additional work ("Additional
Work") to complete the Scope of Work. If Additional Work is needed, the
Manager will give written authorization to CONSULTANT to perform such
Additional Work.
B. If CONSULTANT believes Additional Work is needed to complete the Scope of
Work, CONSULTANT will provide the Manager with written notification that
contains a specific description of the proposed Additional Work, reasons for such
Additional Work, and a detailed proposal regarding cost.
C. If any amendments to this Agreement for Additional Work or otherwise cause the
total amount of the Agreement to exceed $25,000, such amendments must be
approved by CITY's city council. All Additional Work will be subject to all other
terns and provisions of this Agreement.
7. FAMILIARITY WITH WORK.
A. By executing this Agreement, CONSULTANT agrees that it has:
i. Carefully investigated and considered the scope of services to be
performed;
ii. Carefully considered how the services should be performed; and
iii. Understands the facilities, difficulties, and restrictions attending
performance of the services under this Agreement.
B. If services involve work upon any site, CONSULTANT agrees that
CONSULTANT has or will investigate the site and is or will be fully acquainted
with the conditions there existing, before commencing the services hereunder.
Should CONSULTANT discover any latent or unknown conditions that may
materially affect the performance of the services, CONSULTANT will
immediately inform CITY of such fact and will not proceed except at
CONSULTANT's own risk until written instructions are received from CITY.
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8. TERM. The term of this Agreement will be from December 1, 2017 to December 30,2019.
Unless otherwise determined by written amendment between the parties, this Agreement will
terminate in the following instances:
A. Completion of the work specified in Exhibit"A";
B. Termination as stated in Section 16.
9. TIME FOR PERFORMANCE.
A. CONSULTANT will not perform any work under this Agreement until:
i. CONSULTANT furnishes proof of insurance as required under Section 23
of this Agreement;and
ii. CITY gives CONSULTANT a written notice to proceed.
B. Should CONSULTANT begin work on any phase in advance of receiving written
authorization to proceed, any such professional services are at CONSULTANT's
own risk.
10.TIME EXTENSIONS. Should CONSULTANT be delayed by causes beyond
CONSULTANT's control, CITY may grant a time extension for the completion of the contracted
services. if delay occurs, CONSULTANT must notify the Manager within forty-eight hours (48
hours), in writing, of the cause and the extent of the delay and how such delay interferes with the
Agreement's schedule. The Manager will extend the completion time, when appropriate,for the
completion of the contracted services.
11. CONSISTENCY. In interpreting this Agreement and resolving any ambiguities, the main
body of this Agreement takes precedence over the attached Exhibits; this Agreement supersedes
any conflicting provisions. Any inconsistency between the Exhibits will be resolved in the order
in which the Exhibits appear below:
A. Exhibit A: Scope of Work
12. CHANGES. CITY may order changes in the services within the general scope of this
Agreement, consisting of additions, deletions, or other revisions, and the contract sum and the
contract time will be adjusted accordingly. All such changes must be authorized in writing,
executed by CONSULTANT and CITY. The cost or credit to CITY resulting from changes in
the services will be determined in accordance with written agreement between the parties.
13.TAXPAYER IDENTIFICATION NUMBER. CONSULTANT will provide CITY with a
Taxpayer Identification Number.
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14,PERMITS AND LICENSES. CONSULTANT, at its sole expense, will obtain and
maintain during the tern of this Agreement, all necessary permits, licenses, and certificates that
may be required in connection with the performance of services under this Agreement.
15. WAIVER. CITY's review or acceptance of, or payment for, work product prepared by
CONSULTANT under this Agreement will not be construed to operate as a waiver of any rights
CITY may have under this Agreement or of any cause of action arising from CONSULTANT's
performance. A waiver by CITY of any breach of any term, covenant, or condition contained in
this Agreement will not be deemed to be a waiver of any subsequent breach of the same or any
other term, covenant, or condition contained in this Agreement, whether of the same or different
character.
16.TERMINATION.
A. Except as otherwise provided, CITY may terminate this Agreement at any time
upon at least sixty(60)days' written notice with or without cause.
B. CONSULTANT may terminate this Agreement at any time upon at least sixty
(60) days' written notice with or without cause.
C. Upon receiving a termination notice, CONSULTANT will immediately cease
performance under this Agreement unless otherwise provided in the termination
notice. Except as otherwise provided in the termination notice, any additional
work performed by CONSULTANT after receiving a termination notice will be
performed at CONSULTANT's own cost; CITY will not be obligated to
compensate CONSULTANT for such work.
D. Should termination occur, all finished or unfinished documents, data, studies,
surveys, drawings, maps, reports and other materials prepared by CONSULTANT
will, at CITY's option, become CITY's property, and CONSULTANT will
receive just and equitable compensation for any work satisfactorily completed up
to the effective date of notice of termination, not to exceed the total costs under
Section 1(C).
E. Should the Agreement be terminated pursuant to this Section, CITY may procure
on its own terms services similar to those terminated.
F. By executing this document, CONSULTANT waives any and all claims for
damages that might otherwise arise from CITY's termination under this Section.
17. OWNERSHIP OF DOCUMENTS. All documents, data, studies, drawings, maps, models,
photographs and reports prepared by CONSULTANT under this Agreement are CITY's
property. CONSULTANT may retain copies of said documents and materials as desired, but
will deliver all original materials to CITY upon CITY's written notice. CITY agrees that use of
CONSULTANT's completed work product, for purposes other than identified in this Agreement,
or use of incomplete work product, is at CITY's own risk.
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18. PUBLICATION OF DOCUMENTS. Except as necessary for performance of service
under this Agreement, no copies, sketches, or graphs of materials, including graphic art work,
prepared pursuant to this Agreement, will be released by CONSULTANT to any other person or
public CITY without CITY's prior written approval. All press releases, including graphic
display information to be published in newspapers or magazines, will be approved and
distributed solely by CITY, unless otherwise provided by written agreement between the parties.
19.INDEMNIFICATION.
A. CONSULTANT agrees to the following:
i. Indemnification for Professional Services. CONSULTANT will save
harmless and indemnify and at CITY's request reimburse defense
costs for CITY and all its officers, volunteers, employees and
representatives from and against any and all suits, actions, or claims,
of any character whatever, brought for, or on account of, any injuries
or damages sustained by any person or property resulting or arising
from any negligent or wrongful act, error or omission by
CONSULTANT or any of CONSULTANT's officers, agents,
employees, or representatives, in the performance of this Agreement,
except for such loss or damage arising from CITY's sole negligence or
willful misconduct.
ii. Indemnification for other Damages. CONSULTANT,indemnifies and
holds CITY harmless from and against any claim, action, damages,
costs (including, without limitation, attorney's fees), injuries, or
liability, arising out of this Agreement, or its performance, except for
such loss or damage arising from CITY's sole negligence or willful
misconduct. Should CITY be named in any suit, or should any claim
be brought against it by suit or otherwise, whether the same be
groundless or not, arising out of this Agreement, or its performance,
CONSULTANT will defend CITY (at CITY's request and with
counsel satisfactory to CITY) and will indemnify CITY for any
judgment rendered against it or any sums paid out in settlement or
otherwise.
iii. Intellectual Property Infringement. Notwithstanding any provision to
the contrary, CONSULTANT will, at its own expense, indemnify and
defend CITY against any claim that CONSULTANT's services or
work product furnished under this Agreement infringes a patent or
copyright in the United States or Puerto Rico. In such event,
CONSULTANT will pay all costs damages and attorney's fees that a
court finally awards as a result of such claim. To qualify for such
defense and payment, CITY must (a) give CONSULTANT prompt
written notice of any such claim; and (b) allow CONSULTANT to
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control, and fully cooperate with CONSULTANT in the defense and
all related settlement negotiations. CITY agrees that if the use of
CONSULTANT's services or work product becomes, or
CONSULTANT believes is likely to become, the subject of such an
intellectual property claim, CITY will permit CONSULTANT, at its
option and expense, either to secure the right for CITY to continue
using CONSULTANT's services and work product or to replace it
with comparable services and work product.
B. For purposes of this section "CITY" includes CITY's officers, officials,
employees, agents,representatives,and certified volunteers.
C. It is expressly understood and agreed that the foregoing provisions are intended to
be as broad and inclusive as is permitted by the law of the State of California and
will survive termination of this Agreement.
D. The requirements as to the types and limits of insurance coverage to be
maintained by CONSULTANT as required by Section 23, and any approval of
said insurance by CITY, are not intended to and will not in any manner limit or
qualify the liabilities and obligations otherwise assumed by CONSULTANT
pursuant to this Agreement, including, without limitation, to the provisions
concerning indemnification.
20.ASSIGNABILITY. This Agreement is for CONSULTANT's professional services.
CONSULTANT's attempts to assign the benefits or burdens of this Agreement without CITY's
written approval are prohibited and will be null and void.
21.INDEPENDENT CONTRACTOR CITY and CONSULTANT agree that
CONSULTANT will act as an independent contractor and will have control of all work and the
manner in which is it performed. CONSULTANT will be free to contract for similar service to
be performed for other employers while under contract with CITY. CONSULTANT is not an
agent or employee of CITY and is not entitled to participate in any pension plan, insurance,
bonus or similar benefits CITY provides for its employees. Any provision in this Agreement that
may appear to give CITY,the right to direct CONSULTANT as to the details of doing the work
or to exercise a measure sof control over the work means that CONSULTANT will follow the
direction of the CITY as to end results of the work only.
22.AUDIT OF RECORDS. CONSULTANT will maintain full and accurate records with
respect to all services and matters covered under this Agreement. CITY will have free access at
all reasonable times to such records, and the right to examine and audit the same and to make
transcript therefrom, and to inspect all program data, documents, proceedings and activities.
CONSULTANT will retain such financial and program service records for at least three(3)years
after termination or final payment under this Agreement.
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23. INSURANCE.
A. Before commencing performance under this Agreement, and at all other times this
Agreement is effective, CONSULTANT will procure and maintain the following
types of insurance with coverage limits complying, at a minimum, with the limits
set forth below:
Tyre of Instirance Limits
Commercial general liability: $1,000,000
Professional Liability with limits $1,000,000
Business automobile liability $1,000,000
Workers compensation Statutory requirement
B. Commercial general liability insurance will meet or exceed the requirements of
ISO-CGL Form No. CG 00 01 11 85 or 88. The amount of insurance set forth
above will be a combined single limit per occurrence for bodily injury, personal
injury, and property damage for the policy coverage. Liability policies will be
endorsed to name CITY, its officials, and employees as "additional insureds"
under said insurance coverage and to state that such insurance will be deemed
"primary" such that any other insurance that may be carried by CITY will be
excess thereto. Such endorsement must be reflected on ISO Form No. CG 20 10
11 85 or 88, or equivalent. Such insurance will be on an "occurrence," not a
"claims made," basis and will not be cancelable or subject to reduction except
upon thirty(30)days prior written notice to CITY.
C. Professional liability coverage will be on an "occurrence basis" if such coverage
is available, or on a "claims made" basis if not available. When coverage is
provided on a "claims made basis," CONSULTANT will continue to renew the
insurance for a period of three (3) years after this Agreement expires or is
terminated. -Such insurance will have the same coverage and limits as the policy
that was in effect during the term of this Agreement, and will cover
CONSULTANT for all claims made by CITY arising out of any errors or
omissions of CONSULTANT, or its officers, employees or agents during the time
this Agreement was in effect.
D. Automobile coverage will be written on ISO Business Auto Coverage Form CA
00 0106 92, including symbol 1 (Any Auto).
E. CONSULTANT will furnish to CITY duly authenticated Certificates of Insurance
evidencing maintenance of the insurance required under this Agreement and such
other evidence of insurance or copies of policies as may be reasonably required
by CITY from time to time. Insurance must be placed with insurers with a current
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A.M. Best Company Rating equivalent to at least a Rating of"A:VII."
F. Should CONSULTANT, for any reason, fail to obtain and maintain the insurance
required by this Agreement, CITY may obtain such coverage at
CONSULTANT's expense and deduct the cost of such insurance from payments
due to CONSULTANT under this Agreement or terminate pursuant to Section 16.
24. USE OF SUBCONTRACTORS. CONSULTANT must obtain CITY's prior written
approval to use any consultants while performing any portion of this Agreement. Such approval
must approve of the proposed consultant and the terms of compensation.
25. INCIDENTAL TASKS. CONSULTANT will meet with CITY monthly to provide the
status on the project, which will include a schedule update and a short narrative description of
progress during the past month for each major task, a description of the work remaining and a
description of the work to be done before the next schedule update.
26. NOTICES. All communications to either party by the other party will be deemed made
when received by such party at its respective name and address as follows:
If to CONSULTANT: If to CITY:
CivicPlus City of El Segundo
302 S. 4" Street, Suite 500 350 Main Street
Manhattan, KS 65202 El Segundo, CA
Attention: Ali Hill, Project Manager Attention: Meredith Petit, Recreation and
(888)228-2233 X134 Parks Director.
Any such written communications by mail will be conclusively deemed to have been received by
the addressee upon deposit thereof in the United States Mail, postage prepaid and properly
addressed as noted above. In all other instances, notices will be deemed given at the time of
actual delivery. Changes may be made in the names or addresses of persons to whom notices are
to be given by giving notice in the manner prescribed in this paragraph.
27. CONFLICT OF INTEREST. CONSULTANT will comply with all conflict of interest
laws and regulations including,without limitation, CITY's conflict of interest regulations.
28. SOLICITATION. CONSULTANT maintains and warrants that it has not employed nor
retained any company or person, other than CONSULTANT's bona fide employee, to solicit or
secure this Agreement. Further, CONSULTANT warrants that it has not paid nor has it agreed
to pay any company or person, other than CONSULTANT's bona fide employee, any fee,
commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting
from the award or making of this Agreement. Should CONSULTANT breach or violate this
warranty, CITY may rescind this Agreement without liability.
29. THIRD PARTY BENEFICIARIES. This Agreement and every provision herein is
generally for the exclusive benefit of CONSULTANT and CITY and not for the benefit of any
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other party. There will be no incidental or other beneficiaries of any of CONSULTANT's or
CITY's obligations under this Agreement.
30. INTERPRETATION. This Agreement was drafted in, and will be construed in accordance
with the laws of the State of California, and exclusive venue for any action involving this
agreement will be in Los Angeles County.
31. COMPLIANCE WITH LAW. CONSULTANT agrees to comply with all federal, state,
and local laws applicable to this Agreement.
32. ENTIRE AGREEMENT. This Agreement, and its Exhibits, sets forth the entire
understanding of the parties. There are no other understandings, terms or other agreements
expressed or implied, oral or written. There is one (1) Exhibit to this Agreement. This
Agreement will bind and inure to the benefit of the parties to this Agreement and any subsequent
successors and assigns.
33.RULES OF CONSTRUCTION. Each Party had the opportunity to independently review
this Agreement with legal counsel. Accordingly, this Agreement will be construed simply, as a
whole, and in accordance with its fair meaning; it will not be interpreted strictly for or against
either Party.
34. SEVERABILITY. If any portion of this Agreement is declared by a court of competent
jurisdiction to be invalid or unenforceable, then such portion will be deemed modified to the
extent necessary in the opinion of the court to render such portion enforceable and, as so
modified, such portion and the balance of this Agreement will continue in full force and effect.
35.AUTHORITY/MODIFICATION. The Parties represent and warrant that all necessary
action has been taken by the Parties to authorize the undersigned to execute this Agreement and to
engage in the actions described herein. This Agreement may be modified by written amendment.
CITY's executive manager,or designee,may execute any such amendment on behalf of CITY.
36.ACCEPTANCE OF ELECTRONIC SIGNATURES. The Parties agree that this
Agreement, agreements ancillary to this Agreement, and related documents to be entered into in
connection with this Agreement will be considered signed when the signature of a party is
delivered by electronic (.pdf) or facsimile transmission. Such electronic or facsimile signature
will be treated in all respects as having the same effect as an original signature.
37. CAPTIONS. The captions of the paragraphs of this Agreement are for convenience of
reference only and will not affect the interpretation of this Agreement.
38.TIME IS OF ESSENCE. Time is of the essence for each and every provision of this
Agreement. Notwithstanding the foregoing, in no event shall CONSULTANT be liable for
delays or failures to meet deadlines is such delays or failures were caused by CITY's delay or
failure to deliver prerequisite due-outs.
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39. FORCE MAJEURE. Should performance of this Agreement be prevented due to fire, flood,
explosion, acts of terrorism, war, embargo, government action, civil or military authority, the
natural elements, or other similar causes beyond the Parties' reasonable control, then the
Agreement will immediately terminate without obligation of either party to the other.
40. STATEMENT OF EXPERIENCE. By executing this Agreement, CONSULTANT
represents that it has demonstrated trustworthiness and possesses the quality, fitness and capacity
to perform the Agreement in a manner satisfactory to CITY. CONSULTANT represents that its
financial resources, surety and insurance experience, service experience, completion ability,
personnel, current workload, experience in dealing with private consultants, and experience in
dealing with public agencies all suggest that CONSULTANT is capable of performing the
proposed contract and has a demonstrated capacity to deal fairly and effectively with and to
satisfy a public CITY.
[Signatures on next page]
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Agreement No. 5417
IN WITNESS WHEREOF the parties hereto have executed this Agreement the day and
year first hereinabove written.
CITY El EGUI 0 CIVICKUS, INC
Ore a ,et r, Tim Grant
Cit a ia en° Director of Sales
ATTEST:
d 2'7,r°
'e Taxpayer ID No.48-1202104
y
Ci y Clerk
APPROVED AS TO FORM:
Ma D. ensley,,
City Attorney
Agre %11 Flo. 5417
CElk Exhibit A-CivicRec SOW for EI Segundo, CA
ip
Exhibit -ClAcRec
All Quotes are in US Dollars and Valid for 30 Days from November 6, 2017
Project Implementation and Deployment
• Setup of CivicRec Recreation Management Software
• Project development including project management and system integration/data
migration $25,000
• Merchant account set-up, if desired
• 2 Days onsite end user training with up to 8 hours additional web-based end user
training
• First Year Annual Services
Second Year and Beyond Annual Services Fees (Includes Subscription, Support and
Maintenance) $14,250
Billed 12 months from SOW signing
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 (SOW) is hereby attached.
2. This SOW shall remain in effect for an initial term of one year(12 months)from signing. 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 as follows:
a. Upon signing of this SOW—one half of the Total First Year Fees;
b. The earlier of 6 months from signing or upon completed implementation of the CivicRec Recreation
Management Software—the remaining half of the Total First Year Fees.
4. Renewal Term Annual Services Fees shall be invoiced on the date of signature of relevant calendar years
beginning with the second year of service.
5. At the onset of each Renewal Term, beginning with the second Renewal Term (after 24 months of service under
this SOW), CivicPlus may reassess the annual fees based on historic data (actual transaction volume occurring
during the prior one year Renewal Term)to ensure that the Annual Services Fees accurately reflects the
transaction volume processed.
6. 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.
7. 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 ("Merchant Processing Fee") as provided herein.
Merchant Processing Fees will be calculated using a "Processing Rate" which 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 1 st of the next month) or semi-monthly(on or about the 1 st as well as the 16th of each month).
i. Standard Merchant Processino Rates are as follows:
Processing Rate -3% per"charge"transaction
Transaction Fee-$.30 per transaction
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
Agrfi (1JkN1nt5417
Exhibit A-CivicRec SOW for EI Segundo, CA
ii.There are no monthly minimum fees for merchant processing. Client simply pays for what it uses.
iii. CivicPlus 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 Merchant Fees, Client will also be responsible for extraordinary processing
fees assessed by CivicPlus' 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.
Acceptance
We, the undersigned, agreeing to the conditions specified in this document, understand and authorize the provision of
services outlined in this Agreement.
Client Civicplus
By: By:
Name: Name:
Title: Title:
Date: Date:
CivicPlus•302 S.4th Street,Suite 500•Manhattan,KS 66502•www.CivicPlus.com Page 2 of 3
Toll Free 888-228-2233•Accounting Ext.291 •Support Ext.307•Fax 785-587-8951
V.PD 06.01.2015-0048
Agreement No. 5417
C p Exhibit A-CivicRec SOW for EI Segundo, CA
Addendum I to Exhibit iProvided
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 Reuistration—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.
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