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CivicPlus Inc dba CivicRec Software; 2018-01-10;
City Attorney Approved Version 1/30/13 1 AMENDMENT NO. 2 TO EXTEND AND AMEND AGREEMENT FOR ACTIVITY MANAGEMENT SOFTWARE SOLUTION SERVICES CIVICPLUS, LLC. DBA CIVICREC SOFTWARE This Amendment No. 2 is entered into and effective as of the _______ day of ___________________________, 20___, extending and amending the agreement dated January 10, 2018 (the “Agreement”) by and between the City of Carlsbad, a municipal corporation, ("City"), and CivicPlus, LLC., d.b.a. CivicRec Software, (“Contractor") (collectively, the “Parties”) for activity management software solution services. RECITALS A. On January 8, 2020, the Parties executed Amendment No. 1 to the Agreement to extend and fund the agreement for a period of one year; and B. The Parties desire to alter the Agreement’s scope of work to adjust section 9 INDEMNIFICATION and section 15 NOTICES; and C. The Parties desire to extend and fund the Agreement for a period of one (1) year; and D. The Parties have negotiated and agreed to a supplemental scope of work, which is attached to and incorporated in by this reference as Exhibit “A”, Scope of Services. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. That the Agreement, as may have been amended from time to time, is hereby extended for a period of one year ending on January 10, 2022 for a fee not-to-exceed one hundred thousand dollars ($100,000). 2. All other provisions of the Agreement, as may have been amended from time to time, will remain in full force and effect. 3. All requisite insurance policies to be maintained by the Contractor pursuant to the Agreement, as may have been amended from time to time, will include coverage for this Amendment. /// /// /// /// /// DocuSign Envelope ID: B05FD76A-48EC-4732-A46D-E0E77078C968 January 21 4th City Attorney Approved Version 1/30/13 2 4. The individuals executing this Amendment and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Amendment. CONTRACTOR CITY OF CARLSBAD, a municipal corporation of the State of California By: By: (sign here) City Manager (print name/title) ATTEST: By: N/A Single Signer (sign here) BARBARA ENGLESON N/A Single Signer City Clerk (print name/title) If required by City, proper notarial acknowledgment of execution by Contractor must be attached. If a corporation, Agreement must be signed by one corporate officer from each of the following two groups: Group A Group B Chairman, President, or Vice-President Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: CELIA A. BREWER, City Attorney BY: _____________________________ Deputy City Attorney DocuSign Envelope ID: B05FD76A-48EC-4732-A46D-E0E77078C968 Amy Vikander, VP of Client Services City Attorney Approved Version 1/30/13 3 EXHIBIT “A” SCOPE OF SERVICES The scope of services for sections 9 and 15 of the original contract has been adjusted as follows: 9. INDEMNIFICATION Contractor agrees to indemnify and hold harmless the City and its officers, officials, employees and volunteers from and against all third party claims, damages, losses and expenses including attorneys fees arising out of the performance of the work described herein caused by any negligence, recklessness, or willful misconduct of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable. The parties expressly agree that any payment, attorney’s fee, costs or expense City incurs or makes to or on behalf of an injured employee under the City’s self-administered workers’ compensation is included as a loss, expense or cost for the purposes of this section, and that this section will survive the expiration or early termination of this Agreement. 15. NOTICES The name of the persons who are authorized to give written notice or to receive written notice on behalf of City and on behalf of Contractor under this Agreement. For City For Contractor Name Bonnie L. Elliott Name Jennifer Dasenbrock Title Sr. Management Analyst Title In-House Legal Council Department Parks & Recreation Address 302 s. 4th Street, Suite 500 City of Carlsbad Manhattan, KS 66502 Address 799 Pine Avenue, Suite 200 Phone No. 888-228-2233 Carlsbad, CA 92008 Email legal@civicplus.com Phone No. 760-434-2865 Each party will notify the other immediately of any changes of address that would require any notice or delivery to be directed to another address. DocuSign Envelope ID: B05FD76A-48EC-4732-A46D-E0E77078C968 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THISCERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED?(Mandatory in NH) DESCRIPTION OF OPERATIONS belowIf yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCE DAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2016 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIREDAUTOS ONLY Willis Towers Watson Northeast, Inc.c/o 26 Century BlvdP.O. Box 305191Nashville, TN 372305191 USA CivicPlus302 S 4th Street, Suite 500Manhattan, KS 66502 City of CarlsbadAttn: Parks & Recreation799 Pine Avenue, Suite 200Carlsbad, CA 07/23/2020 1-877-945-7378 1-888-467-2378 certificates@willis.com Great Northern Insurance Company 20303 Federal Insurance Company Westchester Surplus Lines Insurance Compan 20281 10172 W17336572 A 2,000,000 2,000,000 10,000 1,000,000 2,000,000 2,000,000 3602-53-12 05/17/2020 05/17/2021 B 1,000,000 05/17/202105/17/20207358-87-92 B 5,000,000 0 7989-49-14 05/17/2020 05/17/2021 5,000,000 (21) 7174-92-49B 1,000,00005/17/2020 05/17/2021 1,000,000 1,000,000 C Cyber Liability Technology Errors and Omissions Each Claim/AggregateF15611984 001 05/17/2020 04/30/2021 Aggregate/ ded 175774119899860SR ID:BATCH: $5,000,000/$25,000 $5,000,000 Willis Towers Watson Certificate Center Page 1 of 1 AMENDMENT NO. 1 TO EXTEND THE AGREEMENT FOR ACTIVITY MANAGEMENT SOFTWARE SOLUTION SERVICES CIVICPLUS, LLC. OBA CIVICREC SOFTWARE This Amendment No. 1 is entered into and effective as of the ~day of ~'NA:~ , 20..'.Z.Q.., extending the agreement dated January 10, 2018 (the "Agreement") and between the City of Carlsbad, a municipal corporation, ("City"), and CivicPlus, LLC., d.b.a. CivicRec Software, ("Contractor'') (collectively, the "Parties") for activity management software solution services. RECITALS A. The Parties desire to extend and fund the Agreement for a period of one year. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. The Agreement, as may have been amended from time to time, is hereby extended for a period of one year ending on January 10, 2021 for a fee not to exceed one hundred thousand dollars $100,000. 2. All other provisions of the Agreement, as may have been amended from time to time, shall remain in full force and effect. 3. All requisite insurance policies to be maintained by the Contractor pursuant to the Agreement, as may have been amended from time to time, shall include coverage for this Amendment. Ill Ill Ill Ill Ill Ill Ill Ill Ill Ill Ill City Attorney Approved Version 1/30/13 4. The individuals executing this Amendment and the instruments referenced on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions hereof of this Amendment. CONTRACTOR 1sign here) Br1gv, RHYIOo.. 1 Pv::P.s ~f'~+- (pri~t name/title) By: ;; ( I { -/"---' '---flt:--- (sign here) U b Mc ~/wi , Ye ~ 0j (print name/title) CITY OF CARLSBAD, a municipal corporation of the State of California By: ATTEST: 9/J-~~Ap If required by City, proper notarial acknowledgment of execution by Contractor must be attached. If a corporation, Agreement must be signed by one corporate officer from each of the following two groups: Group A Chairman, President, or Vice-President Group B Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: CELIAA. BREWER, City Attorney BY Q__z~ / --,4.e--s-is_tan_t _C-it_y_A...;;;;tt_o-"m-e-f'!ly~o_,_ __ ~ City Attorney Approved Version 1/30/13 2 A~RD9 CERTIFICATE OF LIABILITY INSURANCE I DATE (MM/DD/YYYY) 05/10/2019 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S}, AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s}. PRODUCER "uNTACT Brooke Steiner NAME: C&W Insurance ;f,gN~o Ext\: (785) 537-1600 Ir~ Nol: (785) 537-1657 555 Poyntz Avenue, Suite 205 E-MAIL bsteiner@chartsonwilson.com ADDRESS: P.O. Box 1989 INSURER($) AFFORDING COVERAGE NAIC# Manhattan KS 66505-1989 INSURER A : Great Northern Insurance Company 20303 INSURED INSURER B : Chubb Group of Ins. Companies CivicPlus. LLC INSURER C : Federal Insurance Company 20281 302 S. 4th Street, Suite 500 INSURER D: Chubb Indemnity insurance Company 12777 INSURER E : Manhattan KS 66502 INSURER F : COVERAGES CERTIFICATE NUMBER: 2019 Master REVISION NUMBER· THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT. TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO VVHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. 1 ... , .. , TYPE OF INSURANCE ,:;.c:,-Jg'fvWy, ,:;.~i~, LIMITS LTR INSD WVD POLICY NUMBER ~ COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE s 2,000,000 0 CLAIMS-MADE [8j OCCUR UI\MI\UC. TO l"'iC.N IEO s 2,000,000 -PREMISES /Ea occurrence\ -MED EXP (Anv one person) s 10,000 A y 3602-53-12 05/17/2019 05/17/2020 PERSONAL & ADV INJURY s 1,000,000 -GEN'L AGGREGATE LIMIT APPLIES PER GENERAL AGGREGATE s 2,000,000 ~ POLICY □ ff& □Loe PRODUCTS -COMP/OP AGG $ 2,000,000 OTHER: Technology E&O $ 3,000,000 AUTOMOBILE LIABILITY fE~~~~;~?NGLE LIMIT s 1,000,000 x ANY AUTO BODILY INJURY (Per person) $ OIMIED -B SCHEDULED 7358-87-92 05/17/2019 05/17/2020 BODILY INJURY (Per accident) $ AUTOS ONLY AUTOS -HIRED -NON-O'MIED ip~~~.l.vnt?AMAGE $ -AUTOS ONLY -AUTOS ONLY $ X UMBRELILA LIAB ~ OCCUR EACH OCCURRENCE s 5,000,000 -C EXCESSLIAB CLAIMS-MADE 7989-49-14 05/17/2019 05/17/2020 AGGREGATE s OED I I RETENTION $ $ WORKERS COMPENSATION XI ~f fTUTE I I OTH- AND EMPLOYERS' LIABILITY ER YIN D ANY PROPRIETOR/PARTNER/EXECUTIVE 0 NIA 7174-92-49 05/17/2019 05/17/2020 E.L. EACH ACCIDENT s 1,000,000 OFFICER/MEMBER EXCLUDED? (Mandatory In NH) E.L DISEASE -EA EMPLOYEE s 1,000,000 If yes, describe under DESCRIPTION OF OPERATIONS below E.L DISEASE • POLICY LIMIT s 1,000,000 Cyber liability General Aggregate $3,000,000 A 3602-53-12 05/17/2019 05/17/2020 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLIES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of Carlsbad Attn: Parks & Recreation ACCORDANCE WITH THE POLICY PROVISIONS. 799 Pine Avenue, Suite 200 AUTHORIZED REPRESENTATIVE Carlsbad CA I ~~ ~ © 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD CHUBB~ Liability Insurance Endorsement Policy Period Effective Date Policy Number Insured Name of Company Date Issued MAY 17, 2019 TO MAY 17, 2020 MAY 17, 2019 3602-53-12 MIN CIVICPLUS, LLC GREAT NORTHERN INSURANCE COMPANY June 13, 2019 This Endorsement applies to the following forms: GENERAL LIABILITY Who Is An Insured Additional Insured - Scheduled Person Or Organization Liability Insurance Form 80-02-2367 (Rev. 5-07) Under Who Is An Insured, the following provision is added. Persons or organizations shown in the Schedule are insureds; but they are insureds only if you are obligated pursuant to a contract or agreement to provide them with such insurance as is afforded by this policy. However, the person or organization is an insured only: if and then only to the extent the person or organization is described in the Schedule; to the extent such contract or agreement requires the person or organization to be afforded status as an insured; for activities that did not occur, in whole or in part, before the execution of the contract or agreement; and with respect to damages, loss, cost or expense for injury or damage to which this insurance applies. No person or organization is an insured under this provision: that is more specifically identified under any other provision of the Who Is An Insured section (regardless of any limitation applicable thereto). with respect to any assumption ofliability ( of another person or organization) by them in a contract or agreement. This limitation does not apply to the liability for damages, loss, cost or expense for injury or damage, to which this insurance applies, that the person or organization would have in the absence of such contract or agreement. Additional Insured -Scheduled Person Or Organization continued Endorsement Page I CHUBB" LiabHity Endorsement (continued) Conditions Other Insurance - Primary, Noncontributory Insurance -Scheduled Person Or Organization Liability Insurance Form 80-02-2367 (Rev. 5-07) Under Conditions, the following provision is added to the condition titled Other Insurance. If you are obligated, pursuant to a contract or agreement, to provide the person or organization shown in the Schedule with primary insurance such as is afforded by this policy, then in such case this insurance is primary and we will not seek contribution from insurance available to such person or organization. Schedule PERSONS OR ORGANIZATIONS THAT YOU ARE OBLIGATED, PURSUANT TO A CONTRACT OR AGREEMENT, TO PROVIDE WITH SUCH INSURANCE AS IS AFFORDED BY THIS POLICY. All other terms and conditions remain unchanged. Authorized Representative Additional Insured -Scheduled Person Or Organization last page Endorsement Page 2 AGREEMENT FOR ACTIVITY MANAGEMENT SOFTWARE SOLUTION SERVICES CIVICPLUS, INC. OBA CIVICREC SOFTWARE _ ... ,,.--THIS AGREEMENT is mad~ and entered into as of the / ( i I) day of ', Y"';.y:)l 1 c../\ki , 20k? by and between the CITY OF CARLSBAD, a municipal corporation, ("Cit¢'2} '\and CivicPlus, Inc., d.b.a. CivicRec Software, a Kansas corporation, ("Contractor"). RECITALS A. City requires the professional services of a software vendor that is experienced in activity management software solution. B. Contractor has the necessary experience in providing professional services and advice related to activity management software solution and its implementation. C. Contractor has submitted a proposal to City and has affirmed its willingness and ability to perform such work and provide such products. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. SCOPE OF WORK City retains Contractor to perform, and Contractor agrees to render, those services (the "Services") that are defined in attached Exhibit "A", which is incorporated by this reference in accordance with this Agreement's terms and conditions. The Services shall be performed in accordance with the parties' Statement/Scope of Work, attached as Exhibit B. 2. STANDARD OF PERFORMANCE While performing the Services, Contractor will exercise the reasonable professional care and skill customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan Southern California Area, and will use reasonable diligence and best judgment while exercising its professional skill and expertise. 3. TERM The term of this Agreement will be effective for a period of two (2) years from the date first above written. The City Manager may amend the Agreement to extend it for four (4) additional one (1) year periods or parts thereof. Extensions will be based upon a satisfactory review of Contractor's performance, City needs, and appropriation of funds by the City Council. The parties will prepare a written amendment indicating the effective date and length of the extended Agreement. 4. TIME IS OF THE ESSENCE Time is of the essence for each and every provision of this Agreement. Notwithstanding the foregoing, in no event shall Contractor be liable or otherwise responsible for any delays caused by delays or unresponsiveness on the part of City. 5. COMPENSATION The total fee payable for the Services to be performed during the initial Agreement term shall not exceed two hundred thousand dollars ($200,000), and shall not exceed $100,000 per agreement year. No other compensation for the Services will be allowed except for items covered by subsequent amendments to this Agreement. If the City elects to extend the Agreement, the amount shall not exceed one hundred thousand dollars ($100,000) per Agreement year. The City reserves the right to withhold a ten percent (10%) retention until City has accepted the work and/or Services specified in Exhibit "A". City Attorney Approved Version 9/27/17 Incremental payments, if applicable, should be made as outlined in attached Exhibit "B". 6. STATUS OF CONTRACTOR Contractor will perform the Services in Contractor's own way as an independent contractor and in pursuit of Contractor's independent calling, and not as an employee of City. Contractor will be under control of City only as to the result to be accomplished, but will consult with City as necessary. The persons used by Contractor to provide services under this Agreement will not be considered employees of City for any purposes. The payment made to Contractor pursuant to the Agreement will be the full and complete compensation to which Contractor is entitled. City will not make any federal or state tax withholdings on behalf of Contractor or its agents, employees or subcontractors. City will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Contractor or its employees or subcontractors. Contractor agrees to indemnify City within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which City may be required to make on behalf of Contractor or any agent, employee, or subcontractor of Contractor for work done under this Agreement. At the City's election, City may deduct the indemnification amount from any balance owing to Contractor. 7. SUBCONTRACTING Contractor will not subcontract any portion of the Services without prior written approval of City. If Contractor subcontracts any of the Services, Contractor will be fully responsible to City for the acts and omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor. Nothing contained in this Agreement will create any contractual relationship between any subcontractor of Contractor and City. Contractor will be responsible for payment of subcontractors. Contractor will bind every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved in writing by City. 8. OTHER CONTRACTORS The City reserves the right to employ other Contractors in connection with the Services. 9. INDEMNIFICATION Contractor agrees to indemnify and hold harmless the City and its officers, officials, employees and volunteers from and against all claims, damages, losses and expenses including attorneys' fees arising out of the performance of the work described herein caused by any negligence, recklessness, or willful misconduct of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable. The parties expressly agree that any payment, attorney's fee, costs or expense City incurs or makes to or on behalf of an injured employee under the City's self-administered workers' compensation is included as a loss, expense or cost for the purposes of this section, and that this section will survive the expiration or early termination of this Agreement. 10. INSURANCE Contractor will obtain and maintain for the duration of the Agreement and any and all amendments, insurance against claims for injuries to persons or damage to property which may arise out of or in connection with performance of the services by Contractor or Contractor's agents, representatives, employees or subcontractors. The insurance will be obtained from an City Attorney Approved Version 9/27/17 2 insurance carrier admitted and authorized to do business in the State of California. The insurance carrier is required to have a current Best's Key Rating of not less than "A-:VII"; OR with a surplus line insurer on the State of California's List of Approved Surplus Line Insurers (LASLI) with a rating in the latest Best's Key Rating Guide of at least "A:X"; OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC) latest quarterly listings report. 10.1 Coverage and Limits. Contractor will maintain the types of coverage and minimum limits indicated below, unless the Risk Manager or City Manager approves a lower amount. These minimum amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations under this Agreement. City, its officers, agents and employees make no representation that the limits of the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense. The full limits available to the named insured shall also be available and applicable to the City as an additional insured. 10.1.1 Commercial General Liability Insurance. $2,000,000 combined single-limit per occurrence for bodily injury, personal injury and property damage. If the submitted policies contain aggregate limits, general aggregate limits will apply separately to the work under this Agreement or the general aggregate will be twice the required per occurrence limit. 10.1.2 Cyber Liability Insurance. $2,000,000 per occurrence or claim, $2,000,000 aggregate. If the submitted policies contain aggregate limits, general aggregate limits will apply separately to the work under this Agreement or the general aggregate will be twice the required per occurrence limit. 10.1.3 Automobile Liability. (if the use of an automobile is involved for Contractor's work for City). $1,000,000 combined single-limit per accident for bodily injury and property damage. 10.1.4 Workers' Compensation and Employer's Liability. Workers' Compensation limits as required by the California Labor Code. Workers' Compensation will not be required if Contractor has no employees and provides, to City's satisfaction, a declaration stating this. 10.1.5 Professional Liability. Errors and omissions liability appropriate to Contractor's profession with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of five years following the date of completion of the work. 10.2 Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: 10.2.1 The City will be named as an additional insured on Commercial General Liability and Cyber Liability, both of which shall provide primary coverage to the City. 10.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. 10.2.3 This insurance will be in force during the life of the Agreement and any extensions of it and will not be canceled without thirty (30) days prior written notice to City sent by certified mail pursuant to the Notice provisions of this Agreement. City Attorney Approved Version 9/27 /17 3 10.3 Providing Certificates of Insurance and Endorsements. Prior to City's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to City. 10.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages, then City will have the option to declare Contractor in breach, or may purchase replacement insurance or pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor is responsible for any payments made by City to obtain or maintain insurance and City may collect these payments from Contractor or deduct the amount paid from any sums due Contractor under this Agreement. 10.5 Submission of Insurance Policies. City reserves the right to require, at any time, complete and certified copies of any or all required insurance policies and endorsements. 11. BUSINESS LICENSE Contractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as may be amended from time-to-time. 12. ACCOUNTING RECORDS Contractor will maintain complete and accurate records with respect to costs incurred under this Agreement. All records will be clearly identifiable. Contractor will allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of records and any other documents created pursuant to this Agreement. Contractor will allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 13. OWNERSHIP OF DOCUMENTS All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this Agreement is the property of City. In the event this Agreement is terminated, all work product produced by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered at once to City. Contractor will have the right to make one (1) copy of the work product for Contractor's records. 14. COPYRIGHTS Contractor agrees that all copyrights that arise from the services will be vested in City and Contractor relinquishes all claims to the copyrights in favor of City. 15. NOTICES The name of the persons who are authorized to give written notice or to receive written notice on behalf of City and on behalf of Contractor under this Agreement. For City Name Bonnie L. Elliott Title Sr. Management Analyst Department Parks & Recreation City of Carlsbad Address 799 Pine Avenue, Suite 200 Carlsbad, CA 92008 Phone No. 760-434-2865 4 For Contractor Name Tim Grant Title Director of Sales Address 302 s. 4th Street, Suite 500 Manhattan, KS 66502 Phone No. 888-228-2233 Email Grant@CivicPlus.com City Attorney Approved Version 9/27/17 Each party will notify the other immediately of any changes of address that would require any notice or delivery to be directed to another address. 16. CONFLICT OF INTEREST Contractor shall file a Conflict of Interest Statement with the City Clerk in accordance with the requirements of the City of Carlsbad Conflict of Interest Code. The Contractor shall report investments or interests in all categories. YesD No~ 17. GENERAL COMPLIANCE WITH LAWS Contractor will keep fully informed of federal, state and local laws and ordinances and regulations which in any manner affect those employed by Contractor, or in any way affect the performance of the Services by Contractor. Contractor will at all times observe and comply with these laws, ordinances, and regulations and will be responsible for the compliance of Contractor's services with all applicable laws, ordinances and regulations. Contractor will be aware of the requirements of the Immigration Reform and Control Act of 1986 and will comply with those requirements, including, but not limited to, verifying the eligibility for employment of all agents, employees, subcontractors and consultants whose services are required by this Agreement. 18. DISCRIMINATION AND HARASSMENT PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment. 19. DISPUTE RESOLUTION If a dispute should arise regarding the performance of the Services the following procedure will be used to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties. Representatives of Contractor or City will reduce such questions, and their respective views, to writing. A copy of such documented dispute will be forwarded to both parties involved along with recommended methods of resolution, which would be of benefit to both parties. The representative receiving the letter will reply to the letter along with a recommended method of resolution within ten ( 10) business days. If the resolution thus obtained is unsatisfactory to the aggrieved party, a letter outlining the disputes will be forwarded to the City Manager. The City Manager will consider the facts and solutions recommended by each party and may then opt to direct a solution to the problem. Nothing in this procedure will prohibit the parties from seeking remedies available to them at law. 20. TERMINATION In the event of the Contractor's failure to prosecute, deliver, or perform the Services, City may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If City decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, City may terminate this Agreement upon written notice to Contractor. Upon notification of termination for nonperformance, Contractor has five (5) business days to deliver any documents owned by City and all work in progress to City address contained in this Agreement. City will make a determination of fact based upon the work product delivered to City and of the percentage of work that Contractor has performed which is usable and of worth to City in having the Agreement completed. Based upon that finding City will determine the final payment of the Agreement. City Attorney Approved Version 9/27/17 5 Either party upon tendering sixty (60) days written notice to the other party may terminate this Agreement. In this event and upon request of City, Contractor will assemble the work product and put it in order for proper filing and closing and deliver it to City. Contractor will be paid for work performed to the termination date; however, the total will not exceed the lump sum fee payable under this Agreement. City will make the final determination as to the portions of tasks completed and the compensation to be made. 21. COVENANTS AGAINST CONTINGENT FEES Contractor warrants that Contractor has not employed or retained any company or person, other than a bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making of this Agreement. For breach or violation of this warranty, City will have the right to annul this Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent fee. 22. CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees that any Agreement claim submitted to City must be asserted as part of the Agreement process as set forth in this Agreement and not in anticipation of litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to City, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor acknowledges that California Government Code sections 12650 et seq., the False Claims Act applies to this Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public entity. These provisions include false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of information. If City seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. Contractor acknowledges that the filing of a false claim may subject Contractor to an administrative debarment proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work or improvement for a period of up to five (5) years. Contractor acknowledges debarment by another jurisdiction is grounds for City to terminate this Agreement. 23. JURISDICTION AND VENUE Any action at law or in equity brought by either of the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all provisions of law providing for a change of venue in these proceedings to any other county. 24. SUCCESSORS AND ASSIGNS It is mutually understood and agreed that this Agreement will be binding upon City and Contractor and their respective successors. Neither this Agreement nor any part of it nor any monies due or to become due under it may be assigned by Contractor without the prior consent of City, which shall not be unreasonably withheld. 25. ENTIRE AGREEMENT This Agreement, together with any other written document referred to or contemplated by it, along with the purchase order for this Agreement and its provisions, embody the entire Agreement and understanding between the parties relating to the subject matter of it. In case of conflict, the terms of the Agreement supersede the purchase order. Neither this Agreement nor any of its provisions may be amended, modified, waived or discharged except in a writing signed by both parties. City Attorney Approved Version 9/27/17 6 26. AUTHORITY The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Agreement. CONTRACTOR By: 6L ~ (s gn here) Brian Rempe, President (print name/title) (sign here) Deb McNew, Secretary (print name/title) CITY OF CARLSBAD, a municipal corporation of the State of California Kevirf ra City Man ger ~+.+-J.J.L.L~--'------+-L--~~~1 LK... BARBARA ENGLESON () u City Clerk If required by City, proper notarial acknowledgment of execution by contractor must be attached. If a corporation, Agreement must be signed by one corporate officer from each of the following two groups. Group A Chairman, President, or Vice-President Group B Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: CELIA A. BREWER, City Attorney BY: -------------Assist 8 Flt City Attorney £2po/ City Attorney Approved Version 9/27 /17 7 EXHIBIT "A" SCOPE OF SERVICES Itemized List of what Contractor will do for City and at what price. City Attorney Approved Version 9/27/17 8 C ;a Master Services Agreement for Carlsbad, CA Master Services Agreement THIS Master Services Agreement ("Agreement") is agreed to by and between CivicPlus, Inc., d/b/a CivicPlus ("CivicPlus") and Carlsbad, California ("Client") 0ointly, "Parties") and shall be effective as of the later date of signing indicated at the end of this Agreement ("Effective Date"). RECITALS WHEREAS, CivicPlus is engaged in the business of developing, marketing and selling custom community engagement and government management platforms and services that include but are not limited to web sites, web interfaces and portals and proprietary software systems and associated modules; in addition to project development, design, implementation, support and hosting services for same; WHEREAS, Client wishes to engage in a relationship with CivicPlus for such services and/or license for use of proprietary software developed and owned by CivicPlus; WHEREAS, Client and CivicPlus have agreed to certain terms as set forth in this Agreement by this written instrument duly executed by the Parties; NOW, THEREFORE, Client and CivicPlus agree as follows: Term & Termination 1. In the event this Agreement or any SOW is terminated, any outstanding invoices for Project Development shall become due in full and any outstanding Annual Services shall be prorated from the beginning of the renewal term to the date of termination. Statements/Scope of Work 2. CivicPlus agrees to perform services and/or produce deliverables in accordance with the Statement(s)/Scope of Work in consideration of the fees described in the same Statement(s)/Scope of Work. Multiple and successive Statement(s)/Scope of Work may be entered into hereto. Such Statement(s)/Scope of Work are incorporated into this Agreement by reference and subject to the terms & conditions contained herein pursuant to Section 23. Invoicing & Payment Terms 3. Invoices shall be sent electronically in the manner described in the relevant Statement/Scope of Work. Upon request CivicPlus will mail invoices and the Client will be charged a $5.00 convenience fee. 4. Payment shall be 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). 5. 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 6. Upon full and complete payment of submitted invoices for any SOW Project Development Fees, Client will own the Customer Content (defined as any website graphic designs, webpage or software content, module content, importable/exportable data, and archived information as created by CivicPlus on behalf of Client pursuant to this Agreement). 7. Upon completion of any SOW Project Development, Client will assume full responsibility for website, software or module content maintenance and administration. Client, not CivicPlus, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Customer Content. 8. Client agrees that CivicPlus shall not migrate, convert, or port content or information that could reasonably be construed to be time-sensitive, such as calendar or blog content, in any project. 9. Client will make a reasonable attempt to work with CivicPlus, if requested, to create a news item to be released in conjunctionwith their project Go-Live date. Client will provide CivicPlus with contact information for local and regional media outlets. CivicPlus may use the press release in any marketing materials as desired throughout the term of this Agreement. Intellectual Property & Ownership 10. Intellectual Property of any software or other original works created by CivicPlus prior to the execution of this Agreement ("CivicPlus Property") will remain the property of CivicPlus. V. MSA.03.01.16-0000 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 MSA Page 2 of 4 C;, Master Services Agreement for Carlsbad, CA 11. 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. Liabilities 12. CivicPlus will not be liable for any act, omission of act, negligence or defect in the quality of service of any underlying carrier or other service provider whose facilities or services are used in furnishing any portion of the service received by the Client. 13. 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. 14. CivicPlus shall maintain due diligence in order to safeguard any and all Personal Data storage on CivicPlus systems. 15. To the extent it may apply to any service or deliverable of any SOW, user logins are for designated individuals chosen by Client ("Users") and cannot be shared or used by more than one User. Client will be responsible for the confidentiality and use of User's passwords and user names. Client will also be responsible for all Electronic Communications, including those containing business information, account registration, account holder information, financial information, Client Data, and all other data of any kind contained within emails or otherwise entered electronically through any CivicPlus Property or under Client's account. CivicPlus will act as though Client will have sent any Electronic Communications it receives under Client's passwords, user name, and/or account number. Client shall use commercially reasonable efforts to prevent unauthorized access to or use of any CivicPlus Property and shall promptly notify CivicPlus of any unauthorized access or use of any CivicPlus Property and any loss or theft or unauthorized use of any User's password or name and/or user personal information. 16. Client shall comply with all applicable local, state, and federal laws, treaties, regulations, and conventions in connection with its use of any CivicPlus Property. Force Majeure 17. No party shall have any liability to the other hereunder by reason of any delay or failure to perform any obligation or covenant if the delay or failure to perform is occasioned by force majeure, meaning any act of God, storm, fire, casualty, unanticipated work stoppage, strike, lockout, labor dispute, civic disturbance, riot, war, national emergency, act of public enemy, or other cause of similar or dissimilar nature beyond its control. Insurance 18. CivicPlus will obtain and maintain for the duration of the Agreement and any and all amendments, insurance against claims for injuries to persons or damage to property which may arise out of or in connection with performance of the services by CivicPlus or CivicPlus's agents, representatives, employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and authorized to do business in the State of California. The insurance carrier is required to have a current Best's Key Rating of not less than "A-:VII"; OR with a surplus line insurer on the State of California's List of Approved Surplus Line Insurers (LASLI) with a rating in the latest Best's Key Rating Guide of at least "A:X"; OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC) latest quarterly listings report. Taxes 19. It is CivicPlus' policy to pass through sales tax in those jurisdictions where such tax is required. If the Client is tax-exempt, the Client must provide CivicPlus proof of their tax-exempt status, within fifteen (15) days of contract signing, and this agreement will not be taxed. If the Client's state taxation laws change, the Client will begin to be charged sales tax in accordance with their jurisdiction's tax requirements and CivicPlus has the right to collect payment from the Client for past due taxes. Other Documents 20. The following are to be attached to and made part of this Contract: a. Exhibit A -Statement(s) of Work. 21. In the case of any conflict between the terms of this Agreement and any incorporated documents, such conflicts shall be resolved with the incorporated documents taking the following order of precedence: a. This Master Services Agreement; V. MSA.03.01.16-0000 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 MSA Page 3 of 4 C ;I Master Services Agreement for Carlsbad, CA b. Exhibit A -Statement(s) of Work in descending order of execution (for example, the most recent SOW will control over other in the event of a conflict in terms). lnterlocal Purchasing Consent 22. This Agreement and any attached SOWs may be extended to any public entity in the State of California to purchase at SOW prices in accordance with the terms stated herein. Miscellaneous Provisions 23. The invalidity, in whole or in part, of any provision of this Agreement shall not void or affect the validity of any other provision of this Agreement. 24. No amendment, assignment or change to this Agreement or any included SOW shall be effective unless by a written instrument executed by each of the Parties. Acceptance By: Name: Title: Date: We, the undersigned, agreeing to the conditions specified in this document, understand and consent to the terms & conditions of this Agreement. Client CivicPlus By: Name: Title: Date: I 2-I 14 I :zo 17 Sign and E-mail the entire contract with exhibits to: Contracts@CivicPlus.com We will e-mail a counter-signed copy of the contract back to you so we can begin your project. CivicPlus does not require a physical copy of the contract, however, if you would like a physical copy of the contract, mail one (1) copy of the contract with original signature to: CivicPlus Contract Manager 302 S. 4th Street, Suite 500 Manhattan, KS 66502 Upon receipt of signed original, we will counter-sign and return the copy for your files. 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 MSA Page 4 of 4 V MSA03.01 .16-0000 C ;» Exhibit B -CivicRec SOW for Carlsbad, CA Exhibit B.1 -CivicPlus Statement of Work Project Implementation and Deployment • Setup of CivicPlus Recreation Management Software • Merchant account integration • Future Planned Software development (facility reservations, etc.) • Facility reservations: recurring date option for external customers (public) • Facility reservations: Add/track attendance • Facility reservations: Set up, event and tear down time request • Other miscellaneous enhancements, as needed • Up to 4 days onsite training for up to 6 Client staff members • First Year Annual Services $22,500 $ 5,000 $17,500 $ 5,000 $50,000 Total First Year Fees $100,000 Second Year and Beyond Annual Services Fees (Includes Subscription, Support and Maintenance) $50,000 Billed 12 months from Miscellaneous software development based on hourly rate of $150/hr and/or training $50,000 based on a rate of $2,000/day plus travel costs and expenses, as needed. Total Second Year & Beyond Yearly Fees $100,000 1. Performance and payment under this SOW shall be subject to the terms & conditions of the Agreement by and between Client and CivicPlus, to which this Statement/Scope of Work (SOW) is hereby attached. 2. This SOW shall remain in effect for an initial term of two years (24 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; any miscellaneous software development Client will be charged a development fee at an $150 hourly rate for custom requests. All work not included herein will be estimated and agreed upon in writing by the parties hereto prior to work start. Any training requests will be charged $ 2,000/day, plus travel costs and expenses per #7. 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 prov1s1on 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 V. PD 06.01 .2015-0048 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 Page 1 of 15 C;, Exhibit B -CivicRec SOW for Carlsbad, CA 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 1st of the next month) or semi-monthly (on or about the 1st as well as the 16th of each month). i. Standard Merchant Processing Rates are as follows: Processing Rate -3% per "charge" transaction Transaction Fee -$.30 per transaction ii. There are no monthly minimum fees for merchant processing. Client simply pays for what it uses. iii. 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 By: Name: Title: Date: V. PD 06.01 .2015-0048 By: Name: Bna j(J kexVJ pe. Title: Pn:::--;>; cle n t Date: \ 2 ,I JL\-/2()/] 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 Page 2 of 15 C ;I Exhibit B-CivicRec SOW for Carlsbad, CA Exhibit B.2 -Services Provided Services provided by CivicPlus to the Client under this agreement include the following: • Access -CivicPlus hereby grants a nonexclusive license during the term of the Agreement for the Client and patrons of the Client recreational programming to access use and display CivicPlus' online registration service (the "Portal"). Excluding occasional maintenance, the Software shall be available 24 hours per day, seven days per week with a guaranteed uptime of 99%. The Portal is accessible via the public Internet from any PC with an Internet connection. There is no limit to the number of organization users and participants that can enroll using the Portal. • Online Registration/Facility Reservation -The CivicPlus registration/reservation engine through which the Portal is accessed can be integrated with Client's website. CivicPlus will format a registration/reservation 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. • Training -Civic Plus agrees to provide up to 5 hours of remote training per year, as needed, to Client personnel at no additional charge. • Trainer -A test environment called "Trainer" will be available at all times for client at no extra charge. • Door Kicker/Turnstile Axess -CivicPlus will interface with AX 500 Gate Controller, 4 MB Flash memory, Ethernet and Can Bus Network connection, module heater, 24 VCD external power supply (Vendor: Axess North America),Turnstile firm ware for Axess Controller and TCPIP function (Vendor: Axess North America), AX 500 Ticket Scanner RFID module ISO 15693, 2 Line Display (Vendor: Axess North America) and Desktop Reader Proximity RFID Reader, Alu-casted case, ISO 15693 & ISO 14443, 128 KB EPROM, without LC-Display, RS 232, desktop version (Vendor: Axess North America). • 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. Backups will be rotated to a secure off-site storage facility. • 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 $150 hourly rate for custom requests. All work will be estimated and agreed upon in writing by the parties hereto prior to work start. CivicPlus will provide the following enhancements before going LIVE: • CivicPlus will work with Client on developing entry points and entry point time constraints for memberships before going LIVE (no extra charge). • CivicPlus will work with Client on developing the Facility reservations module to have recurring date option for external customers (public), ability to add/track attendance in order to track anticipated vs. actual attendance numbers, ability to provide the options of set up, event and tear down requests by Go LIVE (actual cost to be determined and approved). • 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, V. PD 06.01.2015-0048 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 Page 3 of 15 C ;» Exhibit B -CivicRec SOW for Carlsbad, CA 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. V. PD 06.01 .2015-0048 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 Page 4 of 15 C ;I Exhibit B -CivicRec SOW for Carlsbad, CA Exhibit B.3 -Scope of Work Stages This section outlines the overall approach to the implementation of CivicPlus. The stages are performed utilizing an iterative approach. The following is a brief description of each stage of the CivicPlus methodology. Steps performed with the guidance of a CivicPlus consultant will be referred to as guided implementation cycles for the remainder of this document. The following subsections will define each stage in detail: • Project Planning-introduction of Project teams, define roles, review Statement/Scope of Work, review draft timeline, plan the implementation, analyze business needs, and define configuration requirements. • System Configuration-configures the software in accordance with decisions made during planning. • Data Entry-enter all data pertaining to the products and services that will be managed in CivicPlus. • Functional Testing-test the functional integrity of the system configuration against business cases. • Data Auditing-audit entered data for accuracy, consistency, completeness, and currency. • User Training-train system users on software operation. • Project Management-manages scope and schedule throughout project execution. PROJECT PLANNING OBJECTIVES Objectives for the Project Planning stage are: • Understand project goals, scope, and timeline; • Gain management business perspective; • Understand current and future business functions and needs; and • Define configuration requirements. TASKS The initial planning stage consists of a business process review. During this time, CivicPlus consultants will ensure proper due diligence occurs to thoroughly understand Client business model and to define system requirements. CivicPlus will leverage market experience to advice on industry best practices and discuss opportunities for efficiency gain. SYSTEM CONFIGURATION OBJECTIVES Objectives for the System Configuration stage are: • Configure the software in accordance with decisions made during planning; and • Empower system administrators to understand and interact with configuration controls. TASKS Each guided implementation cycle is focused on system configuration. During guided implementation time, system administrators set system controls in accordance with decisions made during planning. A CivicPlus consultant will provide guidance during system configuration and provide insight into the implications of their decisions. System administrators will be empowered to make configuration changes as their business demands. DATA ENTRY OBJECTIVES Objectives for the Data Entry stage are: • Enter all data pertaining to the products and services that will be managed in CivicPlus; • Empower system administrators to understand best practices for entering system data; and • Empower system administrators with a strategy and tools to collect and enter data. V. PD 06.01 .2015-0048 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 Page 5 of 15 C ;» Exhibit B -CivicRec SOW for Carlsbad, CA TASKS Each guided implementation cycle includes a portion of data entry. Data entered during the guided implementation is a subset of the entire data required to manage all products and services offered by Client organization. The primary goals of data entry during guided implementation are to test configuration decisions and to ensure the system administrators understand best practices for data entry. Upon completion of the guided implementation cycle, Client will need to perform data entry for the remainder of those services. CivicPlus will provide strategic guidance and tools to assist with this data entry. FUNCTIONAL TESTING OBJECTIVES Objectives for the Functional Testing stage are: • Test the functional integrity of the system configuration against business cases; • Empower system administrators to understand best practices for testing system integrity; and • Empower system administrators with a strategy and tools to test system configuration. TASKS Each guided implementation cycle includes a portion of tests. The data entered during the guided implementation is utilized to test the system in accordance with business cases. The primary goal of function testing is to empower system administrators to perform function testing to ensure the software provides efficient workflows and accurate reporting in accordance with project goals. Upon completion of the guided implementation cycle, Client will need to perform additional function testing. CivicPlus will provide strategic guidance and tools to assist with this data entry DATA AUDITING OBJECTIVES Objectives for the Data Auditing stage are: • Audit entered data for accuracy, consistency, completeness, and currency; • Empower system administrators to understand best practices for auditing system data; and • Empower system administrators with a strategy and tools to audit data. TASKS Upon completion of data entry, system data should be audited to ensure accuracy, consistency, completeness, and currency. Upon completion of the guided implementation cycle, Client will need to perform data auditing. CivicPlus will provide strategic guidance and tools to assist with this data auditing. USER TRAINING OBJECTIVES Objectives for the User Training step are: • Train system users on software operations; • Empower system administrators to understand best practices for conducting end-user training; and • Empower system administrators with a strategy and tools to conduct end-user training. TASKS Each guided implementation cycle includes a portion of training. The primary goal of training is to ensure system administrators understand the control required to navigate the software. Upon completion of the guided implementation cycle, Client will need to train all end users on software operations. CivicPlus will provide strategic guidance and tools to assist with training. V. PD 06.01 .2015-0048 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 Page 6 of 15 C ;I Exhibit 8-CivicRec SOW for Carlsbad, CA PROJECT MANAGEMENT OBJECTIVES Objectives for the Project Manager stage are: • Establish and maintain project management tools, including meeting agendas, task list, issues log, risk log, project schedule, and others; and • Conduct periodic status reports to reconcile project tasks to the project schedule. TASKS Project management services will be spent maintaining project management tools and conducting periodic status meetings. The primary goal of the project management work is to ensure that the project goals are achieved and project scope and resources are managed within the defined project schedule. OUT OF SCOPE • Only products and services specifically defined in the contract will be considered within project scope. DELIVERABLES The following is a list of implementation deliverables: • Activity Registration -the module used to manage the instructional and recreational programs offered by Client. • CivicPlus will work with Client to ensure children of multiple families are only in the system once (not listed on two accounts) while ensuring all families can register the children in programs and activities. • League Registration-the module used to manage and schedule leagues offered by Client. • Private Lessons-the module used to manage private lessons offered by Client. • Facility Reservation-the module used to manage the scheduling and rental functions associated with Client's facilities. • CivicPlus will work with Client on developing the Facility reservations module to have recurring date option for external customers (public), ability to add/track attendance in order to track anticipated vs. actual attendance numbers, ability to provide the options of set up, event and tear down requests by Go LIVE (actual cost to be determined and approved). • Membership Registration-the module used to manage the membership packages offered by Client. • CivicPlus will work with Client on developing entry points and entry point times constraints for memberships. (e.g., limit time in minutes between membership scans at entry points, allow split times within the same day for entry). • Point of Sale-the module used to manage retail sales transactions performed by Client. • Fundraising Management-the module used to manage fundraising campaigns facilitated by Client. • Public Access-the module that allows customers to purchase Client's services (activities, leagues, memberships and rentals) online. • CivicPlus will work with Client to ensure an icalendar is available to customers from their online account V. PD 06.01 .2015-0048 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 Page 7 of 15 C ;a Exhibit B -CivicRec SOW for Carlsbad, CA • Financial Integration-the module used to generate the GL postings performed in CivicPlus in a format that can be automatically uploaded/integrated into Client's General Ledger. • Ticketing-the module used to generate tickets for Client's special events, performances, etc. ASSUMPTIONS • Client will assign the below project roles and those individuals will be available as needed by the project schedule: • Project Sponsor -engages stakeholders; ensures buy-in from top-down. • Project Manager -coordinates with the CIVICPLUS Project Manager, procures resources, and manages scope, schedule, and quality and risk mitigation. • System Administrator(s) -manages, maintains and supports the CivicPlus system, trains end-users on an ongoing basis. • Technical Representative(s) -should be available "'on call" during the lifespan of the software to assist with internet connectivity, database management, software upgrades, workstation and peripheral installations. • Financial Representative(s) -designated individual(s) to monitor CivicPlus accounting functionality, ensure that transactions are posted correctly, and that the financial data within CivicPlus is accurate and pertinent. • Client will effectively lead project-related change management activities (creating materials and facilitating workshops). • Client will provide the resources necessary to deliver implementation services (i.e. training room, internet access, computers, and whiteboard). • Client will perform work associated with each task within the allocated timeframe. • Client will work with CivicPlus on implementation deliverables enhancements. CONSTRAINTS • Implementation services are limited to the hours defined in the contract. Services may be purchased or withdrawn (not to be billed) as project needs dictate. • The availability of resources for the execution of Project activities will be governed by the following factors: • Project management, consulting and technical resources will be available between 8AM CST and 5PM CST. Times need to be defined 4 weeks in advance of engagement dates unless otherwise specified. • Professional services must generally be booked 4 weeks in advance of engagement dates unless otherwise specified and are subject to availability. • CivicPlus resources may not be available for project work between the dates of December 25 and 31. • Implementation services are subject to our cancellation policy. CivicPlus requires that cancellation or rescheduling requests be submitted twenty-eight full calendar days prior to engagements. This provides sufficient time for resources to be allocated to alternative billable projects. V. PD 06.01.2015-0048 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 Page 8 of 15 C ;a Exhibit B -CivicRec SOW for Carlsbad, CA Exhibit B.4 -Maintenance ANNUAL SUPPORT AND MAINTENANCE The following supplies and services are included in Support and Maintenance: • Unlimited technical support between 7:00am and 7:00pm Central Time, Monday through Friday (excluding Holidays) via telephone (800.335.1863), email (support@CivicPlus.com)or web portal (https://www.CivicPlus.help/hc/en-us/categories/115000214788-CivicPlus) • Unlimited phone support for System Down issues on a 24 hours x 7 days a week basis, provided that: • Support calls placed during extended support hours must be placed by an authorized contact person. • The type of support call is an urgent issue that includes site down, revenue impacting, or customer facing issues that have no reasonable work-around. • Access to CIVICPLUS's secure customer help web portal, discussion forums, knowledgebase and online training materials. • Regular documentation and communication. • Support also includes, if such assistance can be provided in 15 minutes or less: • Assistance troubleshooting Third Party products i.e. Axess/North America, LLC ANNUAL SUPPORT AND MAINTENANCE FOR HOSTED CUSTOMERS The following supplies and services are included in Support and Maintenance: • Installation of new software releases. • Monitoring of connectivity and critical functionality at all times (24hr x 365 days/year) by highly skilled personnel using an extensive series of automated probes from multiple locations. • Response to site-down/critical issues within one hour, with reasonable efforts to advise Client of the current status and expected resolution time. • Service agreements between CivicPlus and critical vendor's essential to the continuing successful operation of the hosted environment. • Scheduled maintenance to increase performance, fix defects or update applications, with reasonable efforts to notify Client of scheduled maintenance times and potential impacts to service. • Urgent maintenance (done to correct network, hardware or software issues that are likely to cause significant service disruption and that require immediate action}, which may temporarily degrade service or cause outages. CIVICPLUS may undertake urgent maintenance at any time deemed necessary and shall provide status updates to Client as soon as possible. V PD 06 01 .2015-0048 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 Page 9 of 15 C ;I Exhibit B -CivicRec SOW for Carlsbad, CA SUPPORT ISSUE PRIORITIES AND TIMELINES TICKET RESOLUTION TARGETS New support incidents are assigned one of the following levels, each with its respective standard ticket resolution target: Call Standard Priority Level Description Completion Target Fatal issues that result in the Client's inability to fulfill critical business Priority 1 functions (i.e. those pertaining to core functionality such as processing 1 business Day registrations, memberships, rentals) and that have no reasonable work- around Priority 2 Serious issues significantly impacting use of the system but do not prevent 2 business day core functions from being fulfilled Priority 3 All other issues, except those classified as D (Low); i.e. how-3 business days to questions, reporting/reconciliation issues Priority 4 Issues that are not time-sensitive or may be undertaken as customer service None initiatives outside the scope of this Agreement Guaranteed For Hosted Customers -covers planned and unplanned outages 99.5% annually Uptime DEFINITIONS: For purposes of the above: "Uptime" means the percentage derived by dividing (x) the total possible minutes of system availability minus the total minutes of Downtime, divided by (y) the total possible minutes of system availability. "Downtime" means sustained Unavailability for 15 or more consecutive minutes. Downtime does not include interruption during any Regularly Scheduled Maintenance Period or Non-Regularly Scheduled Maintenance, Emergency Maintenance, Customer-caused outages or disruptions, outages caused by Customer's or its authorized users' telecommunications and Internet services, software or hardware not provided and controlled by CivicPlus (including third party software or sites), or outages caused by disruptions attributable in whole or in part to force majeure events. "Emergency Maintenance" means maintenance performed by CivicPlus that occurs outside of the Regularly Scheduled Maintenance Period and Non-Regularly Scheduled Maintenance, and that is caused by a force majeure event. "Non-Regularly Scheduled Maintenance" means maintenance performed by CivicPlus outside of the Regularly Scheduled Maintenance Period for which CIVICPLUS has provided Client with at least two calendar days prior written notification. The notification period hereunder is subject to change from ti me to time at CivicPlus's sole discretion. "Regularly Scheduled Maintenance Period" means the time period that CivicPlus reserves for scheduled maintenance, which may be subject to change from time to time at CIVICPLUS's sole discretion. This period for worldwide customers is every Saturday-Sunday, 10 p.m. Central Time Saturday, to 6 a.m. Central Time Sunday. This time is reserved for weeks in which maintenance will be performed, in order to provide a consistent window for maintenance planning. "Unavailability" means that the start page fails to download, as measured at an access point on the backbone provider's network. V. PD 06.01 .2015-0048 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 Page 10 of 15 C ;» Exhibit B-CivicRec SOW for Carlsbad, CA DISASTER RECOVERY CivicPlus will have policies and procedures in place to ensure continuity and disaster recovery. CivicPlus will utilize local, replicated servers to ensure that copies of data, software, and files are always available and up to date. CivicPlus will encrypt backups once each day and sends them offsite for purposes of disaster recovery. CivicPlus will ensure that we can reconstitute their entire product and underlying data structure with limited downtime and loss of data. SERVICES NOT INCLUDED The following supplies and services are excluded from Support and Maintenance: • Services which are required to remedy problems that stem from changes to or defects in system configuration upon which the software was originally installed. • Services which are required to remedy problems which do not stem from any defect in the software. • Services which are required to remedy problems caused by lack of training of the client's personnel. • Improper treatment or use of the software. RESTRICTIONS The following actions will void the support and maintenance portion of the CivicPlus contract: • The use of any other application that modifies data in the database, whether created by you or otherwise. • The use or creation of any other application that competes with or replaces a module that is offered by CIVICPLUS to work with either the application or the application's database. V. PD 06.01 .2015-0048 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 Page 11 of 15 C ;I Exhibit B -CivicRec SOW for Carlsbad, CA HOLIDAYS V. PD 06.01 .2015-0048 Holiday Closed New Year's Day (January 1st) ,/ Martin Luther King Day (3rd Monday in January) President's Day (3rd Monday in February) Memorial Day (Last Monday in May) ,/ Independence Day (July 4th) ,/ Labor Day (1st Monday in September) ,/ Columbus Day (2nd Monday in October) Veteran's Day (November 11th) Thanksgiving (4th Thursday in November) ,/ Day after Thanksgiving (4th Friday in November) ,/ Christmas Day (Dec. 25th) ,/ The day before or after Christmas Day ,/ 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 Page 12 of 15 C;:, Exhibit B-CivicRec SOW for Carlsbad, CA Exhibit B.S -Security Vendor= CivicPlus City= Client SECTION I-SECURITY 1. SECURITY POLICIES AND TECHNOLOGY As outlined in the applicable Statement of Work, CivicPlus will provide all Services, using security technologies and techniques in accordance with standard industry practices, procedures and requirements, including those relating to the prevention and detection of fraud and any other inappropriate use or access of systems and networks. 2. NETWORK AND APPLICATION SECURITY CivicPlus will implement and use network management and maintenance applications and tools, appropriate fraud prevention and detection, and data confidentiality/protection/encryption technologies. 3. ENDPOINT AND SERVER SECURITY CivicPlus will implement and use management and maintenance applications and tools, appropriate fraud prevention and detection, hardware (e.g. firewall) and data confidentiality/protection procedures. This must include mechanisms to identify vulnerabilities and apply security patches. Encryption is done via the VPN for endpoints. 4. AUDIT REQUIREMENTS CivicPlus will reasonably work with the City auditors to provide requested documentation, provided disseminating such information is not a security risk, and provided further that any such documentation shall be kept confidential by the City and its auditors. Any audit requests shall be limited to no more than once per calendar year, shall be made upon reasonable notice in writing to CivicPlus and shall not unreasonable interfere with CivicPlus's operations. 5. SECURITY LEVEL In no event may CivicPlus's action or inaction result in any situation that is less secure than the security that CivicPlus provides for its own systems and data. 6. INFORMATION ACCESS CivicPlus (including its employees, agents and contractors who may access the City's data and software) hereby affirms that any persons lawfully accessing the City's data and software for CivicPlus shall abide by the access protection and data/software security requirements of this Agreement. Computer data and software, including the City's data, provided by the City or accessed (or accessible) by the CivicPlus's personnel or CivicPlus's contractor personnel, must be used by such personnel only in connection with the obligations provided in this Agreement ... Failure of CivicPlus or CivicPlus's contractors to comply with the provisions of this Agreement may result in the City restricting offending personnel from access to the hosted environment or data, or immediately terminating this Agreement. CivicPlus will be responsible for maintaining and ensuring the confidentiality and security of the City's data. CivicPlus will notify the City in advance if any planned maintenance, planned service, planned upgrades or planned tuning will be performed on the City's system. The City shall promptly notify CivicPlus of any City personnel no longer authorized to access the City's data. 7. IDENTITY AND ACCESS MANAGEMENT The City will authorize, and CivicPlus will issue, any necessary information access mechanisms, including access identities (IDs) and passwords for City personnel. CivicPlus will issue any necessary information access mechanisms, including access identities (ID's) and passwords for CivicPlus personnel. Civic Plus will provide CivicPlus personnel only with the minimum level of access necessary on the hosted SQL Server to perform the tasks and functions for which they are responsible. CivicPlus will provide the City with an updated list of all system Users who have access to the City's hosted SQL Server, including the level of access, upon request by the City. The City shall promptly notify CivicPlus of any City personnel no longer authorized to access the City's hosted SQL Server. V. PD 06.01 .2015-0048 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 Page 12 of 15 C ;I Exhibit 8-CivicRec SOW for Carlsbad, CA 8. SECURITY MONITORING The City and CivicPlus will collaborate on security monitoring and incident response, define points of contact on both sides, establish monitoring and response procedures, set escalation thresholds, and conduct training. CivicPlus will, at the request of the City or, in the absence of any request from the City, at least quarterly, provide the City with a report of incidents of unauthorized access to the City's environment that it has identified and taken measures to resolve. 9.SAFETY CivicPlus understands that safety is a high priority and a material element of how the CivicPlus delivers the Services. CivicPlus, therefore, agrees to follow all the City's safety guidelines when at the City's facilities. CivicPlus also acknowledges that it may use the City's facilities only for the City's operations and that it must maintain these to standards required for such usage. CivicPlus will meet all guidelines from occupational safety and health administrations and similar national and International requirements regarding safety. CivicPlus will promptly report in writing all injuries, accidents, property damage, near-miss incidents, or any claims regarding damages or injury to the City (and/or its employees, contractors or subcontractors) that occur at a City facility. CivicPlus agrees to cooperate and help the City investigate any such incidents in accordance with the safety procedures that the City has in place at the time of any such incident. The operation of the CivicPlus's vehicles or private vehicles of CivicPlus personnel on the City's property will conform to any safe driving regulations and visible road or traffic-related signs. CivicPlus and/or any of its personnel involved in accidents on the City's property will promptly report the incidents to the City's appropriate security personnel. 10. SECURITY ASSESSMENT AND TESTING CivicPlus currently performs an annual assessment. In addition, monthly external vulnerability testing and patching is performed. CivicPlus currently utilizes an enterprise level monitoring tool which it reserves the right to conduct such testing and assessment, in the future, through the use of different but comparable means. 11. DATA LOCATION CivicPlus will host the City's data in a data center located within the United States. CivicPlus will notify the City of any plans to relocate its hosted services to another data center. 12. INVESTIGATIVE SUPPORT CivicPlus will support investigation and discovery requests made by the City to determine the source of data addition, deletion or change. System logs specific to the investigation and discovery request should be made available to the City upon request. 13. PAYMENT CARD INDUSTRY (PCI) COMPLIANCE CivicPlus will maintain application and data center PCI compliance. The City may request results of PCI audits and PCI recertification on a yearly basis. SECTION II-SYSTEM ADMINISTRATION CivicPlus will provide for system administration of the hosted environment at CivicPlus's hosting facility, including the Microsoft SQL Server system and associated site hardware and communications infrastructure, including but not limited to: a) System Maintenance -CivicPlus will provide all necessary maintenance to the hosted environment and the network. Appropriate and necessary maintenance shall be determined through the use of standard SQL Server and network monitoring and performance analysis tools. b) Software Maintenance and Upgrades -Software maintenance and upgrades will be performed outside of standard business hours whenever possible. Emergency situations will be handled on a case-by-case basis in such a manner as to V. PD 06.01 .2015-0048 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 Page 13 of 15 C;, Exhibit B -CivicRec SOW for Carlsbad, CA provide the least possible disruption to overall system operations and availability without negatively affecting system stability and integrity. Standard business hours for the purpose of this Section II are between 6am-7pm PST. Civic Plus will notify the City of any software upgrades prior to applying them to the City's instance of the software included in this Agreement. c) Hardware Maintenance and Upgrades -Hardware maintenance and upgrades will be performed outside of standard business hours whenever possible. Emergency situations will be handled on a case-by case basis in such a manner as to cause the least possible disruption to overall system operations and availability without negatively affecting system stability and integrity. CivicPlus will notify the City of any hardware maintenance or upgrades that have the potential to affect the City's ability to access software included in this Agreement. V. PD 06.01 .2015-0048 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 Page 14 of 15 ACORD® CERTIFICATE OF LIABILITY INSURANCE I DATE (MM/DD/YYYY) ~ 12/14/2017 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER ~2~~~CT Brooke Steiner Charlson-Wilson Insurance rl)gN:0 Extl: (7 85) 53 7 -1600 I FAX IA/C Nol: (785) 537-1657 555 Poyntz Avenue, Suite 205 JtiD-'M~ss: bsteiner@charlsonwilson.com P.O. Box 1989 INSURER{$) AFFORDING COVERAGE NAIC # Manhattan KS 66505-1989 INSURER A :Great Northern Insurance Co. 20303 INSURED INSURER B :Federal Insurance Company 20281 CivicPlus, Inc. INSURERC: 302 s. 4th Street, Suite 500 INSURER D: I INSURER E: Manhattan KS 66502 INSURER F: COVERAGES CERTIFICATE NUMBER:2017-2018 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR ADDL SUBR 1~8)-Jg~, ,~gT.!i%~, LTR TYPE OF INSURANCE ,.,en un,n POLICY NUMBER LIMITS X COMMERCIAL GENERAL LIABILITY I EACH OCCURRENCE $ 2,000,000 -I CLAIMS-MADE w OCCUR DAMAGE TO RENTED A PREMISES /Ea occurrence\ $ 2,000,000 I X 3602-53-12 5/17/2017 5/17/2018 MED EXP (Any one person) $ 10,000 I_ ' I PERSONAL & ADV INJURY 1$ 1,000,000 - GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE :$ 2,000,000 ~ DPRO-D LDC PRODUCTS -COMP/OP AGG $ 2,000,000 POLICY JECT ---- OTHER: 3602-53-12 5/17/2017 5/17/2018 Technology E&O $ 3,000,000 AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ 1,000,000 /Ea accident\ - X ANY AUTO BODILY INJURY (Per person) $ B -ALL OWNED ~ SCHEDULED AUTOS AUTOS (16) 7358-87-92 5/17/2017 5/17/2018 BODILY INJURY (Per accident) $ -f---NON-OWNED PROPERTY DAMAGE ~ HIRED AUTOS f---AUTOS I Per accident\ !$ --· Terrorism $ X i UMBRELLA LIAB H OCCUR ' EACH OCCURRENCE $ 5,000,000 r----, B i EXCESS LIAB CLAIMS-MADE AGGREGATE $ -· I OED I I RETENTION$ 7989-49-14 5/17/2017 5/17/2018 $ WORKERS COMPENSATION I X I ~f~TUTE i I OTH- AND EMPLOYERS' LIABILITY ER Y/N ANY PROPRIETOR/PARTNER/EXECUTIVE 10 E.L. EACH ACCIDENT $ 1,000,000 OFFICER/MEMBER EXCLUDED? N/A A (Mandatory in NH) (17) 7174-92-49 5/17/2017 5/17/2018 E.L. DISEASE -EA EMPLOYEE $ 1,000,000 If yes, describe under DESCRIPTION OF OPERATIONS below EL DISEASE -POLICY LIMIT ! $ 1,000,000 A Directors & Officers 8242-9361 5/17/201715/17/2018 Aggregate Limit $1,000,000 A Cyber Liability 3602-53-12 5/17/2017 5/17/2018 Aggregate Limit $3,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES {ACORD 101, Additional Remarks Schedule, may be attached if more space is required) CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Carlsbad THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Attn: Parks & Recreation ACCORDANCE WITH THE POLICY PROVISIONS. 799 Pine Avenue, Suite 200 Carlsbad, CA AUTHORIZED REPRESENTATIVE Brooke Steiner/TAL s...~ ~ © 1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25 (2014/01) INS025 (201401) The ACORD name and logo are registered marks of ACORD / ./ / ,/ CHUBB~ Liability Insurance Endorsement Policy Period Effective Date Policy Number Insured Name of Company Date Issued MAY 17, 2017 TO MAY 17, 2018 MAY 17, 2017 3602-53-12 wuc CIVICPLUS, INC. GREAT NORTHERN INSURANCE COMPANY MAY 22, 2017 This Endorsement applies to the following forms: GENERAL LIABILITY Who Is An Insured Additional Insured - Scheduled Person Or Organization Liability Insurance Form 80-02-2367 (Rev. 5-07) Under Who Is An Insured, the following provision is added. Persons or organizations shown in the Schedule are insureds; but they are insureds only if you are obligated pursuant to a contract or agreement to provide them with such insurance as is afforded by this policy. However, the person or organization is an insured only: • if and then only to the extent the person or organization is described in the Schedule; • to the extent such contract or agreement requires the person or organization to be afforded status as an insured; • for activities that did not occur, in whole or in part, before the execution of the contract or agreement; and with respect to damages, loss, cost or expense for in jury or damage to which this insurance applies. No person or organization is an insured under this provision: • that is more specifically identified under any other provision of the Who Is An Insured section (regardless of any limitation applicable thereto). • with respect to any assumption of liability (of another person or organization) by them in a contract or agreement. This limitation does not apply to the liability for damages, loss, cost or expense for injury or damage, to which this insurance applies, that the person or organization would have in the absence of such contract or agreement. Additional Insured -Scheduled Person Or Organization continued Endorsement Page 1 Liability Endorsement (continued) Conditions Other Insurance - Primary, Noncontributory Insurance -Scheduled Person Or Organization Liability Insurance Form 80-02-2367 (Rev. 5-07) Under Conditions, the following provision is added to the condition titled Other Insurance. If you are obligated, pursuant to a contract or agreement, to provide the person or organization shown in the Schedule with primary insurance such as is afforded by this policy, then in such case this insurance is primary and we will not seek contribution from insurance available to such person or organization. Schedule Persons or organizations that you are obligated, pursuant to a contract or agreement, to provide with such insurance as is afforded by this policy. All other terms and conditions remain unchanged. Authorized Representative Additional Insured -Scheduled Person Or Organization last page Endorsement Page 2 Company Profile I.. : CALIFORNIA ' i DEPARTMENT OF INSURANCE Company Profile Company Search Company Search Results Company Information Old Company Names Agent for Service Reference Information NAIC Group List Lines of Business Workers' Compensation Complaint and Request for Action/ Appeals Contact Information Financial Statements PDF's Annual Statements Quarterly Statements Company Complaint Company Performance & Comparison Data Company Enforcement Action Composite Complaints Studies Additional Info Find A Company Representative In Your Area View Financial Disclaimer COMPANY PROFILE Company Information Old Company Names Agent For Service Vivian Imperial GREAT NORTHERN INSURANCE COMPANY 202B HALL'S MILL ROAD WHITEHOUSE STATION, NJ 08889 800-252-4670 Effective Date 818 WEST SEVENTH STREET SUITE 930 LOS ANGELES CA 90017 Reference Information INAIC #: 120303 I California Company ID #: 4375-2 I I Date Authorized in California: 08/30/1996 I I License Status: UNLIMITED-NORMAL I I company Type: Property & Casualty I State of Domicile: INDIANA back to top NAIC Group List NAIC Group#: 0626 Chubb Ltd Grp Lines Of Business The company is authorized to transact business within these lines of insurance. For an explanation of any of these terms, please refer to the glossary. AIRCRAFT AUTOMOBILE BOILER AND MACHINERY BURGLARY COMMON CARRIER LIABILITY CREDIT DISABILITY FIRE LIABILITY MARINE MISCELLANEOUS PLATE GLASS SPRINKLER Page 1 of 2 https://interactive.web.insurance.ca.gov/companyprofile/companyprofile?event=company... 12/19/2017 Great Northern Insurance Company -Company Profile -Best's Credit Rating Center Page 1 of 3 A.M. Best Rating Services Great Northern Insurance Company (?) A.M. Best#: 002085 NAIC #: 20303 FEIN#: 410729473 Administrative Office 436 Walnut Street Philadelphia, PA 19106 United States Web: www.chubb.com Phone: 215-640-1000 View Additional Address Information Financial IINnglh Rama <.r§> A++ Supcirior Assigned to insurance companies that have, in our opinion, a superior ability to meet their ongoing insurance obligations. View additional news, reports and products for this company. Based on A.M. Best's analysis, 058303 -Chubb Limited is the AMB Ultimate Parent and identifies the topmost entity of the corporate structure. View a list of operating insurance entities in this structure. Best's Credit Ratings Financial Strength Rating View Definition Rating: Affiliation Code: Financial Size Category: Outlook: Action: Effective Date: Initial Rating Date: Long-Term Issuer Credit Rating View Definition Long-Term: Outlook: Action: Effective Date: Initial Rating Date: u Denotes Under Review Best's Rating Best's Credit Rating Analyst Rating Issued by: A.M. Best Rating Services, Inc. Senior Financial Analyst: Darian Ryan Director: Jennifer Marshall, CPCU, ARM Disclosure Information Disclosure Information Form View A.M. Best's Rating Disclosure Form Press Release A.M. Best Affirms Credit Ratings of Chubb Limited and Its Subsidiaries October 05, 2017 Rating History A.M. Best has provided ratings & analysis on this company since 1923. Financial Strength Rating A++ (Superior) g (Group) XV ($2 Billion or greater) Stable Affirmed October 05, 2017 June 30, 1923 aa+ Stable Affirmed October 05, 2017 March 02, 2006 http://ratings.ambest.com/SearchResults.aspx? AltSrc=9 12/19/2017