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Civicplus - 2022-09-14
SERVICE AGREEMENT BETWEEN THE CITY OF HUNTINGTON BEACH AND CIVICPLUS FOR RECREATION PROGRAM REGISTRATION THIS AGREEMENT("Agreement") is made and entered into by and between the City of Huntington Beach, a municipal corporation of the State of California,hereinafter called"City," and CivicPlus, hereinafter referred to as "Contractor." Recitals A. The City desires to retain a Contractor having special skill and knowledge in the field of electronic recreation program registration programming. B. Contractor represents that Contractor is able and willing to provide such services to the City. C. In undertaking the performance of this Agreement, Contractor represents that it is knowledgeable in its field and that any services performed by Contractor under this Agreement will be performed in compliance with such standards as may reasonably be expected from a comparable company or firm in the field. Contractor has been selected to perform these services pursuant to Huntington Beach Municipal Code Chapter 3.02. NOW,THEREFORE, it is agreed by City and Contractor as follows: 1. Scope of Services Contractor shall provide all services as described in Exhibit"A,"which is attached hereto and incorporated into this Agreement by this reference. These services shall sometimes hereinafter be referred to as the"Project." Contractor hereby designates a representative and sole contact in all consultation with City during both the implantation and maintenance portions of the term of this Agreement. 2. City Staff Assistance City shall assign a staff coordinator to work directly with Contractor in the performance of this Agreement. 22-11969/295459 1 3. Compensation a. City agrees to pay, and Contractor agrees to accept as total payment for its services,the rates and charges identified in Exhibit"B." The total sum to be expended under this Agreement, shall not exceed Four Hundred Fifty Five Thousand Nine Hundred Ten Dollars ($455, 910.00) during the term of this Agreement. b. Payment by City shall be made within thirty(30) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. Payment need not be made for work which fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by City. c. Contractor shall be paid pursuant to the terms of Exhibit"B." 4. Term . The services of Contractor are to commence 9//'/jzz, or as soon as practicable after the execution of this Agreement by City(the "Commencement Date") and terminate five (5) years from Commencement Date,unless terminated earlier in accordance with the provisions of this Agreement. Contract may be extended for two (2) additional two (2)year periods if mutually agreed to in writing by both parties. The time and"milestones"for performance of the tasks identified in Exhibit"A"are generally to be shown in Exhibit"A." This schedule and Term may be amended to benefit the Project if mutually agreed to in writing by City and Contractor. 5. Extra Work In the event City requires additional services not included in Exhibit"A"or changes in the scope of services described in Exhibit"A," Contractor will undertake such work only after receiving written authorization from City. Additional compensation for such extra work shall be allowed only if the prior written approval of City is obtained. 6. Disposition of Plans,Estimates and Other Documents Contractor agrees that title to all materials prepared hereunder, including, without limitation, all original drawings, designs, reports, both field and office notices, calculations, ,maps,memoranda, letters and other documents, shall belong to City, and Contractor shall turn these materials over to City upon expiration or termination of this Agreement or upon Project completion,whichever shall occur first. These materials may be used by City as it sees fit. 7. Hold Harmless Contractor hereby agrees to protect, defend, indemnify and hold harmless City, its officers, elected or appointed officials,employees, agents, and volunteers from and 22-11969/295459 2 against,third party claims damages, losses, expenses,judgments, demands and defense costs, and consequential damage or liability of any kind or nature, however caused, including those resulting from death or injury to Contractor's employees and damage to Contractor's property, arising directly or indirectly out of the obligations or operations herein undertaken by Contractor, caused in whole or in part by any negligent act or omission of the Contractor, any subcontractors, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable, including but not limited to concurrent active or passive negligence, except where caused by the active negligence, sole negligence,or willful misconduct of the City. Contractor will conduct all defense at its sole cost and expense and City shall approve selection of Contractor's counsel. This indemnity shall apply to all claims and liability regardless of whether any insurance policies are applicable. The policy limits do not act as a limitation upon the amount of indemnification to be provided by Contractor. 8. Workers Compensation Insurance Pursuant to California Labor Code Section 1861, Contractor acknowledges awareness of Section 3700 et seq. of this Code, which requires every employer to be insured against liability for workers' compensation; Contractor covenants that it will comply with such provisions prior to commencing performance of the work hereunder. Contractor shall obtain and furnish to City workers' compensation and employer's liability insurance in an amount of not less than the State statutory limits. Contractor shall require all subcontractors to provide such workers' compensation and employer's liability insurance for all of the subcontractors' employees. Contractor shall furnish to City a certificate of waiver of subrogation under the terms of the workers' compensation and employer's liability insurance and Contractor shall similarly require all subcontractors to waive subrogation. 9. General Liability Insurance In addition to the workers' compensation and employer's liability insurance and Contractor's covenant to defend,hold harmless and indemnify City, Contractor shall obtain and furnish to City, a policy of general public liability insurance, including motor vehicle coverage covering the Project/Service. This policy shall indemnify Contractor, its officers, employees and agents while acting within the scope of their duties, against any and all claims arising out of or in connection with the Project/Service, and shall provide coverage in not less than the following amount: combined single limit bodily injury and property damage, including products/completed operations liability and blanket contractual liability, of One Million Dollars ($1,000,000)per occurrence. If coverage is provided under a form which includes a designated general aggregate limit, the aggregate limit must be no less than One Million Dollars ($1,000,000) per occurrence. If coverage is provided under a form which includes a designated general aggregate limit,the aggregate limit must be no less than One Million Dollars ($1,000,000) for this Project/Service. This policy shall name City, its officers, elected or 22-11969/295459 3 appointed officials, employees, agents, and volunteers as Additional Insureds, and shall specifically provide that any other insurance coverage which may be applicable to the Project/Service shall be deemed excess coverage and that Contractor's insurance shall be primary. Under no circumstances shall said above-mentioned insurance contain a self- insured retention,or a"deductible"or any other similar form of limitation on the required coverage. 10. Automobile Liability Insurance Contractor shall obtain and furnish to City an automotive liability insurance policy covering the work performed by it hereunder. This policy shall provide coverage for Contractor's automotive liability in an amount not less than One Million Dollars ($1,000,000.00)per occurrence and a separate"Additional Insured Endorsement"page listing both the policy number and naming the"City of Huntington Beach, its officers, elected or appointed officials, employees, agents and volunteers" as additional insured on the endorsement. The above-mentioned insurance shall not contain a self-insured retention, "deductible" or any similar form of limitation on the required coverage except with the express written consent of City. 11. Certificate of Insurance Prior to commencing performance of the work hereunder, Contractor shall furnish to City a certificate of insurance subject to approval of the City Attorney evidencing the foregoing insurance coverage as required by this Agreement;the certificate shall; a. provide the name and policy number of each carrier and policy; b. state that the policy is currently in force; and c. promise that such policy shall not be suspended,voided or canceled by either party,reduced in coverage or in limits except after thirty (30) days' prior written notice;however,ten(10)days' prior written notice in the event of cancellation for nonpayment of premium. Contractor shall maintain the foregoing insurance coverage in force until the work under this Agreement is fully completed and accepted by City. This requirement for carrying the foregoing insurance coverage shall not derogate from Contractor's defense, hold harmless and indemnification obligations as set forth in this Agreement. City or its representative shall at all times have the right to demand the original or a copy of the policy of insurance. Contractor shall pay, in a prompt and timely manner,the premiums on the insurance hereinabove required. 22-11969/295459 4 1 12. Independent Contractor Contractor is,and shall be, acting at all times in the performance of this Agreement as an independent contractor herein and not as an employee of City. Contractor shall secure at its own cost and expense, and be responsible for any and all payment of all taxes, social security, state disability insurance compensation, unemployment compensation and other payroll deductions for Contractor and its officers, agents and employees and all business licenses, if any, in connection with the Project and/or the services to be performed hereunder. 13. Conflict of Interest Contractor covenants that it presently has no interests and shall not have interests, direct or indirect,which would conflict in any manner with performance of services specified under this Agreement. 14. Termination This Agreement may be terminated by either party upon sixty(60) days written notice of termination. In such event,Contractor shall be entitled to receive and the City shall pay Contractor compensation for all services performed by Contractor prior to receipt of such notice of termination. . 15. Exclusivity and Amendment This Agreement represents the complete and exclusive statement between the City and Contractor, and supersedes any and all other agreements, oral or written,between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto,the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Contractor. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Contractor or the City. Each party to this Agreement acknowledges that no representations, inducements,promises or agreements, orally or otherwise, have been made by any party,or anyone acting on behalf of any party, which are not embodied herein. 16. Assignment Inasmuch as to this Agreement is intended to secure the specialized services of Contractor, Contractor may not assign,transfer,delegate,or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel 22-11969/295459 5 or by other Contractors retained by City. Notwithstanding the foregoing, such prior written consent shall not be unreasonably withheld. 17. City Employees and Officials Contractor shall employ no City official nor any regular City employee in the work performed pursuant to this Agreement. No officer or employee of City shall have any financial interest in this Agreement in violation of the applicable provisions of the California Government Code. 18. Notices Any notices, certificates, or other communications hereunder shall be given either by personal delivery to Contractor's agent(as designated in Section 1 hereinabove)or to City as the situation shall warrant, or by enclosing the same in a sealed envelope,postage prepaid, and depositing the same in the United States Postal Service,to the addresses below. City and Contractor may designate different addresses to which subsequent notices, certificates or other communications will be sent by notifying the other party via personal delivery, a reputable overnight carrier or U.S. certified U.S. certified mail-return receipt requested: To City: Contractor: City of Huntington Beach CivicPlus, LLC Attn: Director of Community &Library Services Attn: Amy Vikander 2000 Main Street 302 South 4th Street, Suite 500 Huntington Beach, CA 92648 Manhattan,KS 66502 19. Consent When City's consent/approval is required under this Agreement, its consent/approval for one transaction or event shall not be deemed to be a consent/approval to any subsequent occurrence of the same or any other transactions or event. 20. Modification No waiver or modification of any language in this Agreement shall be valid unless in writing and duly executed by both parties. 21. Section Headings The titles, captions, section,paragraph and subject headings, and descriptive phrases at the beginning of the various sections in this Agreement are merely descriptive and are included solely for convenience of reference only and are not representative of matters included or excluded from such provisions, and do not interpret,define, limit or 22-11969/295459 6 describe,or construe the intent of the parties or affect the construction or interpretation of any provision of this Agreement. 22. Interpretation of this Agreement The language of all parts of this Agreement shall in all cases be construed as a whole, according to its fair meaning, and not strictly for or against any of the parties. If any provision of this Agreement is held by an arbitrator or court of competent jurisdiction to be unenforceable,void, illegal or invalid,such holding shall not invalidate or affect the remaining covenants and provisions of this Agreement. No covenant or provision shall be deemed dependent upon any other unless so expressly provided here. As used in this Agreement,the masculine or neuter gender and singular or plural number shall be deemed to include the other whenever the context so indicates or requires. Nothing contained herein shall be construed so as to require the commission of any act contrary to law, and wherever there is any conflict between any provision contained herein and any present or future statute, law, ordinance or regulation contrary to which the parties have no right to contract,then the latter shall prevail, and the provision of this Agreement which is hereby affected shall be curtailed and limited only to the extent necessary to bring it within the requirements of the law. 23. Duplicate Original The original of this Agreement and one or more copies hereto have been prepared and signed in counterparts as duplicate originals,each of which so executed shall, irrespective of the date of its execution and delivery, be deemed an original. Each duplicate original shall be deemed an original instrument as against any party who has signed it. 24. Immigration Contractor shall be responsible for full compliance with the immigration and naturalization laws of the United States and shall, in particular, comply with the provisions of the United States Code regarding employment verification. 25. Legal Services Subcontracting Prohibited Contractor and City agree that City is not liable for payment of any subcontractor work involving legal services, and that such legal services are expressly outside the scope of services contemplated hereunder. Contractor understands that pursuant to Huntington Beach City Charter Section 309,the City Attorney is the exclusive legal counsel for City; and City shall not be liable for payment of any legal services expenses incurred by ( Contractor. 22-11969/295459 7 26. Confidentiality Contractor recognizes that in the performance of its duties under this Agreement, it must conduct its activities in a manner designed to protect information of a sensitive nature from improper use or disclosure. Contractor warrants that it will use reasonable efforts consistent with practices customary in the facilities management industry in recruiting,training and supervising employees and in otherwise performing its duties hereunder in order to achieve this result. In the furtherance of this, Contractor agrees, at the request of the City,to require its employees to execute written undertakings to comply with the foregoing confidentiality provision. 27. Discrimination Contractor shall not discriminate because of race, color, creed,religion, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training,utilization, promotion,termination or other employment related activities. Contractor affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 28. Jurisdiction—Venue This Agreement and all questions relating to its validity, interpretation, performance, and enforcement shall be government and construed in accordance with the laws of the State of California. This Agreement has been executed and delivered in the State of California and the validity, interpretation,performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 29. Professional Licenses Contractor shall,through the term of this Agreement, maintain all necessary licenses,permits, approvals,waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States,the State of California,the City of Huntington Beach and all other governmental agencies. Contractor shall notify the City immediately and in writing of her inability to obtain or maintain such permits, licenses, approvals,waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 30. Attorney's Fees In the event suit is brought by either party to construe, interpret and/or enforce the terms and/or provisions of this Agreement or to secure the performance hereof,each party 22-11969/295459 8 shall bear its own attorney's fees, such that the prevailing party shall not be entitled to recover its attorney's fees from the non-prevailing party. 31. Survival Terms and conditions of this Agreement,which by their sense and context survive the expiration or termination of this Agreement,shall so survive. 32. Governing Law This Agreement shall be governed and construed in accordance with the laws of the State of California. 33. Signatories Each undersigned represents and warrants that its signature hereinbelow has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully for any injuries or damages to City in the event that such authority or power is not,in fact,held by the signatory or is withdrawn. 34. Entirety (a) The parties acknowledge and agree that they are entering into this Agreement freely and voluntarily following extensive arm's length negotiation, and that each has had the opportunity to consult with legal counsel prior to executing this Agreement. The parties also acknowledge and agree that no representations, inducements, promises, agreements or warranties, oral or otherwise, have been made by that party or anyone acting on that party's behalf,which are not embodied in this Agreement, and that that party has not executed this Agreement in reliance on any representation, inducement, promise, agreement warranty,fact or circumstance not expressly set forth in this Agreement. (b) All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. 35. Conflicts In the event a clause or term in this Agreement and a clause or term in any exhibit presents a conflict,the clause or term of this Agreement shall govern. 36. Intellectual Property in the software or other original works created by or licensed to CivicPlus, LLC, including all source code, documents, and materials used in the Services("Contractor Property")will remain the property of Contractor. Contractor Property specifically excludes City Content. City shall not(i) license, sublicense, sell, resell,reproduce,transfer, assign, distribute or otherwise commercially exploit or make available to any third party any Contractor Property in any way, except as specifically 22-11969/295459 9 provided for herein; (ii) adapt, alter,modify or make derivative works based upon any Contractor Property; (iii) create internet"links"to the Contractor Property software or "frame" or"mirror"any Contractor Property administrative access on any other server or wireless or internet-based device that may allow third party entities, other than City,to use the Services; (iv)reverse engineer,decompile, disassemble or otherwise attempt to obtain the source code to all or any portion of the Services; or(v) access any Contractor Property in order to (a)build a competitive product or service, (b)build a product using similar ideas, features, functions or graphics of any Contractor Property, or(c) copy any ideas, features, functions or graphics of any Contractor Property. The Contractor name,the Contractor logo, and the product and module names associated with any Contractor Property are trademarks of Contractor, and no right or license is granted to use them outside of the licenses set forth in this Contract. 37. Provided City complies with the terms and conditions herein, and license restrictions set forth above, Contractor hereby grants City a limited, nontransferable, nonexclusive, license to access and use the Contractor Property as described in this Contract and its Exhibits. 38. Contractor will not be liable for any act, omission of act, negligence or defect in the quality of service of any underlying carrier, licensor or other third-party service provider whose facilities or services are used in furnishing any portion of the Service received by the City. 39. Contractor will not be liable for any failure of performance that is caused by or the result of any act or omission by City or any entity employed/contracted on the City's behalf. During Project Development, City will be responsive and cooperative with Contractor to ensure the Project Development is completed in a timely manner. 40. City agrees that it is solely responsible for any solicitation,collection, storage, or other use of end-user's personal data on any Service provided by Contractor. City further agrees that Contractor has no responsibility for the use or storage of end- users' personal data in connection with the Services or the consequences of the solicitation, collection, storage, or other use by City or by any third party of personal data. 41. City is responsible for all activity that occurs under City's accounts by or on behalf of City. City agrees to (a) be solely responsible for all designated and authorized individuals chosen by City ("User")activity, which must be in accordance with this Contract and the Contractor Terms of Use; (b)be solely responsible for City data; (c) obtain and maintain during the term all necessary consents, Contracts and approvals from end-users,individuals or any other third parties for all actual or intended uses of information, data or other content City will use in connection with the Services; (d)use commercially reasonable efforts to prevent unauthorized access to, or use of, any User's log-in information and the Services, and notify Contractor promptly of any User's log-in information and the Services, and notify Contractor promptly of any known 22-11969/295459 10 unauthorized access or use of the foregoing; and (e)use the Services only in accordance with applicable laws and regulations. 42. Upon full and complete payment of amounts owed for Project Development under the applicable Statement of Work, City will own the website graphic designs,webpage or Services content, module content, importable/exportable data, and archived information("City Content")created by Contractor on behalf of City pursuant to this Agreement. "City Content"also includes any elements of text, graphics, images, photos, designs, artworks, logos,trademarks, services marks, and other materials or content which City provides or inputs into any website, software or module in connection with any Services. City Content excludes any content in the public domain; and any content owned or licensed by Contractor,whether in connection with providing Services or otherwise. 43. Upon completion of the Project Development, City will assume full responsibility for City Content maintenance and administration. City,not Contractor, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all City Content. City hereby grants Contractor a worldwide,non-exclusive right and license to reproduce, distribute and display the City Content as necessary to provide the Services. City represents and warrants that City owns all City Content or that City has permission from the rightful owner to use each of the elements of City Content; and that City has all rights necessary for Contractor to use the City Content in connection with providing the Services. 44. Contractor shall, at all times,comply with the terms and conditions of its Privacy Policy. Contractor will maintain commercially reasonable administrative, physical, and technical safeguards designed to protect the security and confidentiality of City data. Except(a) in order to provide the Services; (b)to prevent or address service or technical problems in connection with support matters; (c) as expressly permitted in writing by Client; or(d) in compliance with our Privacy Policy, Contractor will not modify Client data or disclose Client data,unless specifically directed by Client or compelled by law.Notwithstanding the foregoing, CivicPlus reserves the right to delete known malicious accounts without Client authorization. 45. CivicPlus warrants that the Services will perform substantially in accordance with documentation and marketing proposals, and free of any material defect. CivicPlus warrants to the Client that, upon notice given to CivicPlus of any defect in design or fault or improper workmanship, CivicPlus will remedy any such defect. CivicPlus makes no warranty regarding, and will have no responsibility for, any claim arising out of: (i) a modification of the Services made by anyone other than CivicPlus, even in a situation where CivicPlus approves of such modification in writing; or(ii)use of the Services in combination with a third party service,web hosting service, or server not authorized by CivicPlus. 22-11969/295459 11 46. At any time during the term of the applicable SOW, Client will have the ability to download the Client Content and export the Client data through the Services. Client may request CivicPlus to perform the export of Client data and provide the Client data to Client in a commonly used format at any time, for a fee to be quoted at time of request and approved by Client. Upon termination of the applicable SOW for any reason, whether or not Client has retrieved or requested the Client data, CivicPlus reserves the right to permanently and definitively delete the Client Content and Client data held in the Services thirty (30)days following termination of the applicable SOW. During the thirty (30) day period following termination of the SOW, regardless of the reason for its termination, Client will not have access to the Services. 47. Effective Date IN WITNESS WHEREOF,the parties hereto have caused this Agreement to be executed by and through their authorized officers. This Agreement shall be effective on the date of its approval by the Mayor. This Agreement shall expire when terminated as provided herein. CONTRACTOR CITY OF HUNTINGTON BEACH, a CIVICPLUS, LLC icipal corporation of the State of Kans imited-Liability Company ornia B Wu. Mayor Print name )449-414 ITS: (circle one)- tl Vice President City Clerk iI/-I/22-4g f Gv1 L.t- Ur V(f h—h-e- ()C c e s5 AND INITIATED AND APPROVED: By: C __________ C-ole. Ckeeartr Print name Director of Community& Library Services ITS: (circle one)--Seecetacy/ChiefFinancial cre ary-- easurer APPROVED AS ORM: 5cvt r Ut o O/?tI t f.cf)5 Ce° Cit Attorney ,M.J EVIEW_` D APP •VED: City Manat- 22-11969/295459 12 EXHIBIT "A" A. STATEMENT OF WORK: (Narrative of work to be performed) SEE ATTACHED EXHIBIT A B. CONSULTANT'S DUTIES AND RESPONSIBILITIES: Phase 1: Initiate • Due: Late November,2022 • Project Kickoff, setup,and team introductions happen in this phase. Dedicated hosting setup will need to be complete and timeline will need to be approved before moving on to next phase. Phase 2: Analyze • Due: Mid-December,2022 • GL codes, accounting method,payment gateway onboarding/credentials, and public page information is submitted. Phase 3: Design& Configure • Due: Early February,2023 • The majority of your training will happen during this phase. This is where we dive deep into building and personalizing the software. Phase 4: Optimize • Due: Week of February 20,2023 • At this point,your software is 90%built and configured. Here we focus on optimizing your data and preparing to launch. Phase 5: Launch • Due: February 28,2023 o Go live for household creation only. • Due: March 7,2023 o Go live for activity registration. • During this phase we focus on tying up any loose ends as you announce your new software to the public. IMPLIMENTATION: a. CivicRec Implementation i.Project Coordination ii. Branded Public Portal iii. CivicPlus Pay Approved Payment Gateway Set-Up with Forte iv. GL Code Import v. Future Facility Reservations Import 22-11969/295459 13 vi. Financial Extract vii. Lighting Integration by Skylogix or Musco lighting systems b. Professional Services i. Four days of onsite consulting&One day virtual consulting ii. Three days of virtual training iii. Two days on-site training iv. Post-launch training: 16 hours ANNUAL RECURRING SERVICES: a) CivicRec Dedicated Hosting b) CivicRec Recreation Management Software Licensing c) Software Maintenance Including Service Patches and System Enhancements d) 24/7 Technical Support and Access to the CivicPlus Community e) Dedicated Customer Success Manager f) AudioEye Enterprise g) Document Management h) CivicRec Reserves the Right to Reassess the Historical Data and Transaction Volume i) Annually to Ensure that the Annual Service Fees Accurately Reflects the Transaction Volume Processed in the Prior Year j) Post-launch training: 16 hours C. CITY'S DUTIES AND RESPONSIBILITIES: 1. Identify a project lead to function as a single point of contract for project; 2. Make all effort to address conformance exclusions indicated within the remediation report. 3. Client will make all reasonable efforts to educate AudioEye on the specific technical constraints of its Web environment, including details about its publication and hosting environments. 4. Prior to execution of this Agreement, Client to inform AudioEye of anticipated traffic exceeding 20 million monthly impressions. Client understands and agrees that AudioEye will charge Client the following overage fees,to be billed at the end of the current month, in which the overage occurred: $52 per million impressions above and beyond the monthly allotment. Please note: some single page requests may make multiple requests to AudioEye, and,therefore,trigger multiple impressions(i.e. iFrames on the page). 5. Client to provide advanced notification to AudioEye prior to implementing or removing the AudioEye JavaScript within their web environment,including but not limited to Client's production, staging, UAT, development, and/or sandbox environment(s). 22-11969/295459 14 EXHIBIT A . P i . . 1, 1 Civicpius Q-29250-1 1 302 South 4th St,Suite 500 Quote#: , Manhattan,KS 66502 Date: 9/13/2022 8:43 AM i us Expires On: 11/12/2022 i Client: Bill To: HUNTINGTON BEACH,CALIFORNIA HUNTINGTON BEACH,CALIFORNIA • SALESPERSON Phone EMAIL DELIVERY METHOD PAYMENT METHOD Brian Scott x bscolt©ctvtcplus.com Net 30 QTY Product Name DESCRIPTION PRODUCT TYPE 1.00 ClvicRec Ultimate Ultimate Package-Project Coordination-Branded Public One-time Portal-Help Center Access-Access to Live Project Support-Named Implementation Consultant 1.00 ClvicRec Annual Fee ClvicRec Annual Fee Renewable 1.00 ClvicRec Year 1 Annual Fee Year 1 Annual Fee Discount Renewable Discount 6.00 ClvicRec Virtual Training(Half Training(Virtual)-half day,up to 4 hours One-time Day Block) . 2.00 CivicRec Virtual Consulting(Half Consulting(Virtual)-half day,up to 4 hours One-time Day Block) 1.00 ClvicRec AudloEye Enterprise AudloEye Enterprise for CivicRec Renewable 1.00 CivicRec Dedicated Hosting(175k CivicRec Dedicated Hosting(175k+annual transactions) Renewable +annual transactions) 1.00 ClvicRec Pay-Elavon Converge CivicRec Pay-Elavon Converge 1.00 CivicRec Pay Annual Fee-Elavon CivicRec Pay Annual maintenance and support fee Renewable Converge 1.00 CivicRec Pay Implementation- Includes setting ClvicPlus Pay configuration,configuring One-time Elavon Converge CivicPlus products for accepting payments,advanced troubleshooting with our partner's support. 1.00 ClvicRec Lighting Integration CivicRec can schedule lighting at ball fields that are One-time controlled by Skyloglx or Musco lighting systems. 1.00 CivicRec Financial Accounting Standard Financial Extract—Standard financial extract One-time Extract adjusted to an approved financial format. 1,00 Future Facility Reservation import Future Facility Rentals import One-time V.PD 06.01,2015-0040 Page 1 of 6 6. Client will provide AudioEye with feedback,comments,approvals and acceptance on all deliverables in a timely manner. 7. If Client receives a legal demand letter or is served a legal notice,Client may request a sustainable testing and remediation(STAR)plan (aka auditor notification letter)to inform plaintiff of the proactive steps already taken and being taken by Client to ensure digital inclusion. Should plaintiff continue to pursue their legal efforts, Client may request consulting or legal support services,which may be separate from and in addition to the Services included in this SOW. 8. Client will make all reasonable efforts to send project and accessibility stakeholders to attend online accessibility training presentations provided by AudioEye. D. WORK PROGRAM/PROJECT SCHEDULE: The Parties agree that timelines presented herein may be subject to change by agreement between the Parties,and that delays on the part of Client or otherwise outside of CivicPlus' control shall obviate the listed deadlines. Further such timeline goals are wholly contingent on CivicPlus receiving a fully executed Agreement, including all exhibits and necessary contact information,prior to 5:00 Central Standard Time on Friday,November 11, 2022; otherwise the timeline herein shall be considered null and void and the parties shall confer to agree upon on updated timeline following mutual execution of the Agreement_ 22-11969/295459 15 QTY Product Name DESCRIPTION PRODUCT TYPE 1.00 CivlcRec 2 Day On-Site Training 2 Day On-Site Training Package 2.00 CivlcRec On-Site Training Fee On-Site Training Fee One-time 3.00 CivicRec Travel Days On-Site Days One-time 2.00 CivlcRec 2 Day On-Site 2 Day On-Site Consulting Package Consulting 4,00 CivicRec On-Site Consulting Fee On-Site Consulting Fee One-time • 6.00 ClvicRec Travel Days On-Site Days One-time • 1.00 Document Management Document Management Module:Enabled to allow Renewable customers to upload documents and staff to manage records. 1.00 Annual Post Launch Training! Annual Post Launch Training/Consulting:16 hours Renewable Consulting: 16 hours List Prico Year 1 Total IJSP-3 34758840 Total Investment-Year 1 USD 101,430.00 Annual Recurring Services-Year 2 USD 88,620.00 Total Days of Quote:365 1. This SOW shall remain in effect for an Initial term equal to five years from the date of signing("Initial Term"), Upon mutual agreement of the Parties,this SOW may be renewed for up to two additional 2-year renewal periods("Renewal Terms").The Initial Term and all Renewal Terms are collectively referred to as the"Term". 2. The Total Investment-Year 1 will be invoiced as follows: a, 50%upon signing,and b. the remaining 50%upon the sooner of completed Implementation or 6 months from signing. 3. Annual Recurring Services shall be invoiced every 12 months, beginning 12 months following signing. Annual Recurring Services, Including but not limited to hosting,support and maintenance services,shall be subject to a 5%annual increase beginning in year 8 of service. Client will pay all invoices within Net 30 days of the date of such invoice, 4. The Client's Annual Recurring Services Fees agreed upon herein are based on Client processing up to USD 7,600,000.00 of revenue per year ("Predicted Processing Volume"). Starting with the first Renewal Term of this SOW, CivicPlus reserves the right (but not the obligation) to audit Client once every 12 months to determine Client's actual processing volume ("Actual Processing Volume"). In the event Client's Actual Processing Volume exceeds the Predicted Processing Volume, ClvicPtus will notify client within 30 days of the audit of the Actual Processing Volume and the applicable increase in the Annual Fees resulting from such Actual Processing Volume. The Increase in the Annual Fees shall be implemented the first of the month following the notice. V.PD 06.01.2015.0048 Page 2 of 6 5. For the purposes of obtaining merchant account services through CivicPius Pay, Client may choose to utilize the designated merchant account for CivicFlea through an integrated partnership with a merchant providers that is within CivicPius's network ("Partner Network"). In the event Client chooses a merchant account from the Partner Network("Integrated Partner"), Client will enter into a merchant account such Integrated Partner.Such agreement's terms and conditions will solely enure to the benefit and obligation of Client;CivicPlus shall not be a party to such agreement. In the event Client chooses an integrated Partner merchant account provider, CivicPlus will provide Client and integrated Partner contact information to the other party for contracting purposes, and shall integrate the Integrated Partner merchant account system at no additional charge to Client. If Client desires to use an integrated merchant account processor gateway besides one of the integrated Partners designated as members of the Partner Network, CivicPlus will provide Client with a list of approved processors and an integration fee will be charged to Client.Client agrees to assume responsibility for ensuring execution of a merchant account contract with Client's select merchant account provider, to comply with all terms and conditions of such contract and pay all fees required to maintain the services. Client acknowledges that the fees set forth in this SOW do not include any transaction,processing or other fees imposed by Client's merchant account processor. Client Is fully responsible for their relationship with their selected processor.In no event will CivicPlus; (I)take part in negotiations, (ii)pay any fees incumbent on the Client or merchant account, or(lit)acquire any liability for the performance of services of any chosen merchant account processor,including those in the Partner Network. Client acknowledges switching to a different merchant account processor after signing this SOW may incur additional fees and require a written and signed modification to this SOW. Client shall continue to be responsible for negotiating and executing any merchant account agreement as described herein for any additional merchant account processor changes. 6, When Client uses CivicPlus Pay, then Client may take online credit card payments for certain services or products they provide via the Client websites supported by CivicPlus.As such,through CivicPlus Pay,CNIcPIus facilitates an automated process for redirecting credit card payments to Client's chosen payment gateways / merchant account processors. For card payments, CivicPlus will redirect any payments processing to the Client's merchant account processor gateway, and the merchant account processor gateway presents the payment form page and processes the card payment.CivicPlus does not transmit, process or store cardholder data and does not present the payment form. CivicPlus implements and maintains PCI compliant controls for the system components and applications that provide the redirection services only. 7. Client understands and agrees that CivicPlus is not liable for any failure of service or breach of security by any merchant account processor gateway provider selected by Client,whether such provider is an integrated Partner or not. 8. Client is solely responsible for the updating and accuracy of their public-facing privacy policy. 9. Client acknowledges that any forms to be used in Document Management must be created In Document Management,and such forms cannot be unencrypted or exported to un-encrypted modules. 10. Client shall complete a Privacy Impact Statement(PIA),which shall detail Client's privacy practices and policies surrounding the use of, and any data stored within or collected by Document Management. Client further warrants appropriate employees have been adequately trained on the use and deployment of Document Management. 11. Client and CivicPlus each Jointly acknowledge that for the duration of this SOW, CivicPlus shall serve as the "Data Custodian" and is solely responsibility for the Security Controls, including safe custody, transport and storage of data and Client shall serve as the Data Owner", and is solely responsible for the Operational and Privacy Specific Controls, including data collection, content, context, and use. Notwithstanding the foregoing, Client acknowledges that CivicPlus cannot detect or prevent unauthorized individuals accessing any CivicPlus system through use of valid log-In credentials as set up by Client.Client has sole responsibility for maintaining the security of such log-In credentials and assigning and defining roles and permission to each individual end- V.PR 06.0t2016.0048 Page 3 of 8 4 user. 12. Client acknowledges that due to the nature of the encryption employed in Document Management, CivicPlus staff are unable to access any data submitted or stored within Document Management. 13, Client understands and agrees that Document Management is not Intended to collect or store any credit card • Information, or related Identifiable or financial information and that Client shall not collect or store any such information In Document Management. For the sake of clarity, Document Management Is not PCI DSS or HIPAA compliant,and Client shall not use it for PCI DSS or HIPAA purposes. Signature Page to Follow V.PD 06.01.2015-0048 Page 4 of 6 EXHIBIT A STATEMENT OF WORK AudioEye Managed for CivicRec Activation Upon Activation,AudioEye to begin tracking usage analytics. AudioEye to conduct, at least, monthly ongoing and continuous monitoring based on the usage analytics tracked by AudioEye. This always-on monitoring ensures that the pages being accessed by end-users —the pertinent pages relative to the end-user's experience- are being regularly prioritized and evaluated for accessibility conformance. For the duration of the Term of the agreement between the Parties, AudioEye will maintain the always-on monitoring service. To ensure compliance with ADA Title II/Ill, Section 504, Section 508 Information and Communication Technology, and any future changes in conjunction with ADA-related laws & guidelines, and any applicable state laws, AudioEye tests against internationally recognized W3C Web Content Accessibility Guidelines (WCAG) 2.1 Level AA Success Criteria. These tests are conducted through, both, automated and manual processes, which are facilitated and managed through the Digital Accessibility Platform ("DAP"), AudioEye's proprietary system for facilitating the Ally Managed Service solution. AudioEye engineers do not make any changes to the web environment that impact the visual display of the website. For any Success Criteria that cannot be met through the application of fixes facilitated through the Digital Accessibility Platform and applied to the frontend website/application through the AudioEye JavaScript, AudioEye collaborates with software/web designers/developers and recommends best practices for effective resolution to be applied at the source and/or through universal design standards. The combination of this collective and collaborative effort helps ensure usability for Customer's site visitors. AudioEye to provide the necessary tools and/or instruction, allowing Reseller and/or Customer to implement fixes within the product source ("Source Remediation"). AudioEye Managed Features/Services Details WCAG Accessibility Reporting available upon request for point-in-time compliance status and WCAG conformance level. Reports Automated Global Certain common issues of accessibility can be programmatically Remediations detected and remediated by AudioEye Dynamic Remediation Technology. CIVICPLUS STATEMENT OF WORK-AUOIOEYE-v20200917 4 Monitoring Ongoing evaluation and continuous WCAG testing. Web Personalization Tools that allow end-users to customize Accessibility their user experience to meet their individual needs. The Toolbar internationally recognized accessibility icon marks the entrance to the AudioEye Toolbar. AudioEye Trusted Certification, which is attestation of a site Certification owner's ongoing commitment to digital inclusion as defined by Statement WCAG Success Criteria. Includes AudioEye Trusted Certification badge. Accessibility Standardized accessibility messaging site owners may utilize on Statement their site informing visitors of the digital inclusion efforts (if applicable) underway. Training (On- User access to archive of recorded Accessibility Training Demand Webinar Seminars covering various topics to encourage digital Archive) accessibility best practices and universal design thinking Live Training User access to Accessibility Training Seminars covering various topics to encourage digital accessibility best practices and Webinars universal design thinking Manual Assistive Site-level technical analysis and functional usability testing Technology (manual testing) conducted by Assistive Technology (AT) Testing testers. Automated and manual test results provide feedback for Site Remediation AudioEye Engineers to develop custom, site-specific remediations to fix issues of accessibility. Remediations scripts are served via AudioEye Dynamic Remediation Technology. Sustainable Testing & Official accessibility auditor documentation to assist site owner in addressing any accessibility complaints. Remediation Plan International Language Support: 27 Languages/Dialects supported for display within the Ally Toolbar. Valid language attribute must be present in source. Supported languages, include: • Arabic • Greek(Greece) • Cantonese(Hong Kong S.A.R.) • Hungarian(Hungary) • Catalan(Catalan) • Italian(Italy) • Chinese(Taiwan) • Japanese(Japan) • Chinese(People's Republic of China) • Korean (Korea) • Czech(Czech Republic) • Norwegian(Norway) • Danish(Denmark) • Polish(Poland) • Dutch(Netherlands) • Portuguese(Portugal) CIVICPLUS STATEMENT OF WORK-AUDIOEYE-v20200917 5 • English (United States) • Portuguese(Brazil) • English (United Kingdom) • Russian(Russia) • Finnish (Finland) • Spanish(Spain) • French (France) • Spanish(Mexico) • French (Canada) • Swedish (Sweden) • German (Germany) 4.WEB ACCESSIBILITY COMPLIANCE REPRESENTATIONS &WARRANTIES AudioEye continually monitors the relevant World Wide Web Consortium's (W3C) Web Content Accessibility Guidelines (WCAG)to improve conformance with WCAG guidelines and to eradicate issues of accessibility that may impede access for persons with disabilities. AudioEye periodically monitors current law and practice regarding digital accessibility compliance including, but not limited to the Americans with Disabilities Act (ADA) and other similar state and international laws. AudioEye has and will continue to take steps necessary to help improve and maintain equal access to Client website(s). AudioEye monitors Client website(s)and/or the platform hosting Client website(s)to take the steps necessary to improve conformance with WCAG standards. AudioEye evaluates Client website(s) and/or the platform hosting Client website(s) on a periodic basis to improve conformance with WCAG standards. AudioEye periodically reviews automated and manual test results to develop remediations to Client website(s) and/or the platform hosting Client website(s) to increase conformance with WCAG Success Criteria. AudioEye provides support and training resources and hosts training seminars that promote accessibility best practices including, but not limited to, universal design, WCAG Success Criteria, video captioning,and document remediation. AudioEye works with and/or takes measures to provide product stakeholders in charge of managing the platform hosting Client website(s)with information a)to improve the accessibility of the platform hosting Client website(s),the site template, and web components that comprise Client website(s), b) to incorporate accessibility into the design process, and c) to better ensure an optimal user experience for individuals with disabilities. AudioEye supports a 24/7 help desk for site visitors, which enables them to report accessibility issues and grievances should they be encountered. AudioEye prioritizes the remediation of validated issues as submitted via the Help Desk. AudioEye provides technical analysis and functional usability testing (manual testing) of Client website(s)and/or the platform hosting Client website(s),which is conducted by assistive technology (AT)testers. Via proprietary and patented AudioEye Dynamic Remediation Technology, AudioEye remediates issues of accessibility identified within Client website(s) and/or the platform hosting Client CIVICPLUS STATEMENT OF WORK-AUDIOEYE-v20200917 6 website(s) and conducts retesting of issues to validate usability of remediated content and functionality. AudioEye provides limited to full implementation of the AudioEye Toolbar,which provides web personalization tools permitting site visitors to customize their user experience to meet individual needs. 5. ASSUMPTIONS To streamline communication during the project, Client will be assigned an account manager who will be responsible for the quality and timeliness of all deliverables. The account manager will oversee and track the progress of the entire project and will be available to escalate concerns. Website/Platform updates or structural changes that impact existing CSS ID/class selector attributes may require re-configuration and subsequent testing that demands a level of effort beyond the typical maintenance included with the AudioEye Services. AudioEye engineers do not make any changes to the web environment that impact the visual display of the website. Required changes that impact visual display require collaboration with Client and any visual changes implemented through the AudioEye Services require sign-off from Client. In many cases, these changes are implemented by Client at the source. For deficiencies impacting visual display or site structure/features/functions,AudioEye to obtain written permission from Client to provision and apply the required fixes. AudioEye shall not be held liable for delays impacting, if applicable, delivery timelines pertaining to Client supplying AudioEye with written approvals. For any Success Criteria that cannot be met through the application of fixes facilitated through the AudioEye Services and applied to the frontend website/application through the AudioEye JavaScript, AudioEye collaborates, via CivicPlus, with software/web designers/developers and recommends best practices for effective resolution to be applied at the source and/or through universal design standards. The combination of this collective and collaborative effort helps ensure usability for Client's site visitors. AudioEye to provide the necessary tools and/or instruction, allowing CivicPlus to implement fixes within the CMS product source ("Platform Remediation"). For each project, the start date of Activation is determined by AudioEye. AudioEye shall issue an AudioEye Trusted Certification indicating that Client has a commitment to accessibility and inclusion in striving to maximize and continually improve conformance with the informative guidance supplied through W3C WCAG. If applicable,certification statements may indicate conformance exclusions and/or statements of partial conformance and/or reference to on-demand source feedback reports to inform end-users about features/functions that do not conform to the target standard and/or remain a work in a progress. Common exclusions resulting in conformance clarifications, as documented through source feedback reports, include: flash objects, highly visual/dynamic display widgets/modules, high volume content changes, maps, inaccessible PDFs, videos without captioning and/or audio descriptions, and 3rci party content. 6. CLIENT RESPONSIBILITIES Client will identify a project lead to function as a single point of contact for the project. CIVICPLUS STATEMENT OF WORK-AUDIOEYE-v20200917 7 Client will make all reasonable efforts to address conformance exclusions indicated within the source remediation report. Client will make all reasonable efforts to educate AudioEye on the specific technical constraints of its Web environment, including details about its publication and hosting environments. Prior to execution of this Agreement, Client to inform AudioEye of anticipated traffic exceeding 20 million monthly impressions. Client understands and agrees that AudioEye will charge Client the following overage fees, to be billed at the end of the current month, in which the overage occurred: $52 per million impressions above and beyond the monthly allotment. Please note: some single page requests may make multiple requests to AudioEye, and, therefore, trigger multiple impressions (i.e. iFrames on the page). Client to provide advanced notification to AudioEye prior to implementing or removing the AudioEye JavaScript within their web environment, including but not limited to Client's production, staging, UAT, development, and/or sandbox environment(s). Client will provide AudioEye with feedback, comments, approvals and acceptance on all deliverables in a timely manner. If Client receives a legal demand letter or is served a legal notice, Client may request a sustainable testing and remediation (STAR) plan (aka auditor notification letter) to inform plaintiff of the proactive steps already taken and being taken by Client to ensure digital inclusion. Should plaintiff continue to pursue their legal efforts, Client may request consulting or legal support services, which may be separate from and in addition to the Services included in this SOW. Client will make all reasonable efforts to send project and accessibility stakeholders to attend online accessibility training presentations provided by AudioEye. 7. CHANGE CONTROL PROCEDURES To make a change to this SOW, Client will submit a written request to CivicPlus specifying the proposed changes in detail. CivicPlus will submit to Client an estimate of the charges and the anticipated changes in the delivery schedule that will result from the proposed change in the services("Change Order")stated within this SOW. AudioEye will continue performing the services in accordance with this SOW until the CivicPlus and Client agree in writing on the change in scope of work, scheduling, and fees therefore. Any Change Order shall be agreed to by the parties in writing prior to implementation. No additional fees shall be incurred without Client's prior written authorization. CIVICPLUS STATEMENT OF WORK-AUDIOEYE-v20200917 8 EXHIBIT "B" Payment Schedule (Fixed Fee Payment) 61s!-RFise-Fear 1 Total 1.1SD-4418-0O Total Investment-Year 1 USD 101,430.00 Annual Recurring Services-Year 2 USD 88,620.00 Total Days of Quote:365 1. This SOW shall remain in effect for an initial term equal to five years from the date of the signing ("Initial Term"). Upon mutual agreement of the Parties, this SOW may be renewed for up to two additional 2-year renewal periods ("Renewal Terms"). The Initial Term and all Renewal Terms are collectively referred to as the"Term", 2. The Total Investment—Year 1 will be invoiced as follows: a. 50%upon signing, and b. The remaining 50% upon the sooner of completed implementation or 6 months from signing. c. 3. Annual Recurring Services shall be invoiced every 12 months, beginning 12 months following signing. Annual Recurring Services, including but not limited to hosting, support and maintenance services, shall be subject to a 5% annual increase beginning in year 6 of service. Client will pay all invoices within Net 30 days of the date of such invoice. 4. Delivery of work product: A copy of every memorandum, letter, report, calculation and other documentation prepared by CONSULTANT shall be submitted to CITY to demonstrate progress toward completion of tasks. In the event CITY rejects or has comments on any such product, CITY shall identify specific requirements for satisfactory completion. 5. CONSULTANT shall submit to CITY an invoice for each monthly progress payment due. Such invoice shall: A) Reference this Agreement; B) Describe the services performed; C) Show the total amount of the payment due; D) Include a certification by a principal member of CONSULTANT's firm that the work has been performed in accordance with the provisions of this Agreement; and E) For all payments include an estimate of the percentage of work completed. 22-11969/295459 16 Upon submission of any such invoice, if CITY is satisfied that CONSULTANT is making satisfactory progress toward completion of tasks in accordance with this Agreement, CITY shall approve the invoice, in which event payment shall be made within thirty (30) days of receipt of the invoice by CITY. Such approval shall not be unreasonably withheld. If CITY does not approve an invoice, CITY shall notify CONSULTANT in writing of the reasons for non-approval and the schedule of performance set forth in Exhibit "A" may at the option of CITY be suspended until the parties agree that past performance by CONSULTANT is in, or has been brought into compliance, or until this Agreement has expired or is terminated as provided herein. 6. Any billings for extra work or additional services authorized in advance and in writing by CITY shall be invoiced separately to CITY. Such invoice shall contain all of the information required above, and in addition shall list the hours expended and hourly rate charged for such time. Such invoices shall be approved by CITY if the work performed is in accordance with the extra work or additional services requested, and if CITY is satisfied that the statement of hours worked and costs incurred is accurate. Such approval shall not be unreasonably withheld. Any dispute between the parties concerning payment of such an invoice shall be treated as separate and apart from the ongoing performance of the remainder of this Agreement. 22-1 1 969/295459 17 r Page 1 of 1 Ad o® CERTIFICATE OF LIABILITY INSURANCE D10/05/20 Y' 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 pollcy(les)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 CONTACT Willie Towers Watson Certificate Center Willis Towers Watson Northeast, Inc. PHONE FAX c/o 26 Century Blvd _(9J JIe.Exo: 1-877-945-7378 INC.No): 1-888-467-2378 EMAIL cm P.O, Box 305191 ADDRESS; ertificates@willis.co Nashville, TN 372305191 USA INSURER(S)AFFORDING COVERAGE NAIC II INSURER A: Great Northern Insurance Company 20303 INSURED INSURERB: Federal Insurance Company 20281 CivicPlus, LLC 302 8 4th St, Ste. 500 INSURER C: Endurance American Specialty Insurance Com 41718 Manhattan, KS 66502 INSURER D: INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER:W26269614 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 POLICY EXP T TYPE OF INSURANCE INSO WVD POLICY NUMBER (BR MMJDOm`%Y) IMMIDDIYYYY) LIMITS X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 2,000,000 DAMAGE TO RENTEO CLAIMS-MADE X OCCUR PREMISES(Ea occurrence) $ 2,000,000 A MED EXP(Any one person) $ 10,000 y 36025312 05/17/2022 05/17/2023 1,000,000 PERSONAL d ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 X POLICY JECT LOC PRODUCTS-COMP/OP AGG $ 2,000,000 OTHER: APP••OVED AS TO FORM $ AUTOMOBILE LIABILITY 400011COMBINED SINGLE LIMIT $ fEa accident) ANY AUTO By: -- BODILY INJURY(Per person) $ ^' OWNED SCHEDULED MICHAEL E.GATES AUTOS ONLY _, AUTOS CITY A-ITORNCY BODILY INJURY(Per accident) $ _ HIRED AUTOS PROPERTY DAMAGE $ AUTOS ONLY T CITY 01 HUNliN(,T'-N BEEDACH (Per accident) $ UMBRELLA LIAB X OCCUR EACH OCCURRENCE $ 5,000,000 B — X EXCESSLIAB CLAIMS-MADE Y 7989-49-14 05/17/2022 05/17/2023 AGGREGATE $ 5,000,000 DED X RETENTION S 0 $ WORKERS COMPENSATION AND EMPLOYERS'LIABILITY X STATUTE - ER Y!N B ANYPROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $ 1,000,000 OFFICER/MEMBEREXCLUDEO? NIA (23) 7174-92-49 05/17/2022 05/17/2023 1,000,000 (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ If yes descdbe under 1,000,000 DESCRIPTION OF OPERATIONS below _EL.DISEASE-POLICY LIMIT $ C Cyber Liability PRO30018745600 04/30/2022 04/30/2023 Each Claim/Aggregate $5,000,000 Technology Errors and Omissions Aggregate/ ded $5,000,000/$25,000 DESCRIPTION OF OPERATIONS/LOCATIONS I VEHICLES(ACORD 101,Additional Romarlts Schedule,may be attached It more space Is required) The City of Huntington Beach, its officers, elected or appointed officials, employees, agents and volunteers are included as Additional. Insureds as respects to General Liability and Umbrella/Excess Liability. General Liability and Umbrella/Excess shall be Primary and Non-Contributory with any other insurance in force for or which may be purchased by Additional Insureds. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. City of Huntington Beach AUTHORIZED REP RESENTATIVE 2000 Main Street % . f Huntington Beach, CA 92648 ��. .�:':' ©1988-2016 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD OR D: 23165091 Ricca: 2694085 • C H U B B' Liability insurance Endorsement Policy Period MAY 17,2022 TO MAY 17,2023 Effective Date OCTOBER 6,2022 Policy Number 3602-53-12 TPA Insured CIVICPLUS,LLC Name of Company VIGILANT INSURANCE COMPANY Date Issued OCTOBER 14,2022 This Endorsement applies to the following forms: GENERAL LIABILITY Under Who Is An Insured,the following provision is added. Who Is An Insured Additional Insured- Persons or organizations shown in the Schedule are insureds;but they are insureds only if you are Scheduled Person obligated pursuant to a contract or agreement to provide them with such insurance as is afforded by Or Organization 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 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. Liability Insurance Additional Insured-Scheduled Person Or Organization continued Form 80-02-2387(Rev.5-07) Endorsement Page i I l CHUBB' Liability Endorsement (continued) Under Conditions,the following provision is added to the condition titled Other Insurance. Conditions Other Insurance— If you are obligated,pursuant to a contractor agreement,to provide the person or organization Primary,Noncontributory shown in the Schedule with primary insurance such as is afforded by this policy,then in such case Insurance—Scheduled this insurance is primary and we will not seek contribution from insurance available to such person Person Or Organization or organization. Schedule THE CITY OF HUJNI1NGTON BEACH,iTS OFFICERS,ELECTED OR APPOINTED OFFICIALS,EMPLOYEES,AGENTS AND VOLUNTEERS All other terms and conditions remain unchanged. Authorized Representative C Liability!neurance Additional Insured-Scheduled Person Or Organization last page Form 80-02 2867(Rev.5-07) Endorsement Page 2 Resolution No. 2008-63 Su A ity CITY OF HUNTINGTON I EACH 2000 Main Street, Huntington Beach, CA 92648-2702 g Fluntli each DECLARATION OF PERMITTEE I certify that no vehicle(s) will be used or operated in the performance of the task(s) or event(s) for which this permit is granted. I authorize the City of Huntington Beach to immediately and retroactively revoke the license or permit issued in connection with or in the performance of said task(s) or events(s) if any vehicle(s) is used. Signature of Permittee: Actil-'/Ige,4 L Print Name: Amy Vikander Company Name (if applicable): CivicPlus, LLC Date Signed: 11/15/2022 16407 EXHIBIT 1 ATTACHMENT #5 Ultimate PricingProposal ATTACHMENT C Cost Menu Summary of Costs: Provide the costs to the City for the City to run this software for the first five(5) years. YEAR COST TO CITY 1 $101,430 2 $88,620 3 $88,620 4 $88,620 5 $88,620 Total Cost for 5 Years $455,910 Breakdown of Costs: Proposers must submit pricing information broken down by year on an attached form,or in the RFP. This information should be attached to this form and included in your proposal. Pricing must be lump sum and all-inclusive except for optional enhancements. For year 1,please provide the following. First year training and implementation fees include: • Recreation management software • Days/hours of training,on-site or web-based • Indicate if travel is included or a separate cost for on site training • Days/hours of Project Management • Days/hours of System Development • Merchant Set-up • Additional products/functionality(included and optional) • Transaction and/or refund fees For years 2 through 5,please provide the following,along with any other costs: • Ongoing Annual fees for hosting,maintenance,and support • Pricing to use aVendor-provided credit card processing gateway • Pricing to use an alternative credit card processing gateway that is not Vendor-provided • Transaction and/or refund fees • Ongoing Annual fees for hosting,maintenance,and support for Year 6 and beyond Other Costs: In the space below or on a separate page, please indicate any other costs that may be associated with providing the requested services in this RFP that are not included in the table above. 21 CIVICREC PAGE 21 Please also assume a five (5)-year contract and describe any annual rate increases over this time, if applicable: Pricing provided shall include any and all labor; materials;equipment;supervision;travel and expenses; and insurance to provide the services described in this RFP solicitation.The undersigned certifies that submission of this Proposal is made without prior understanding,arrangement,agreement,or connection with any corporation,firm,or person submitting a Proposal for the same services,and is in all respects fair and without collusion or fraud.The undersigned certifies that they have not entered into any arrangement or agreement with any City of Huntington Beach public officer.The undersigned understands collusive practices are a violation of State and Federal law and can result in fines,prison sentences,and civil damage awards. 22 CIVICREC PAGE 22 Project Cost Explanation CivicPlus can appreciate the monetary constraints facing our governments each day. To help ease these concerns and assist with budgeting and planning, our proposed project and pricing is valid for 60 days from September 12, 2022. CivicRec Implementation • Project Coordination • Branded Public Portal • CivicPlus Pay Approved Payment Gateway Set-Up with Forte • GL Code Import • Future Facility Reservations Import • Financial Extract • Lighting Integration by Skylogix or Musco lighting systems Professional Services • Four days of onsite consulting & One day virtual consulting • Three days of virtual training • Two days on-site training • 16 hours virtual annual training Annual Recurring Services • CivicRec Dedicated Hosting • CivicRec Recreation Management Software Licensing • Software Maintenance Including Service Patches and System Enhancements • 24/7 Technical Support and Access to the CivicPlus Community • Dedicated Customer Success Manager • AudioEye Enterprise • Document Management • CivicRec Reserves the Right to Reassess the Historical Data and Transaction Volume Annually to Ensure that the Annual Service Fees Accurately Reflects the Transaction Volume Processed in the Prior Year Year 1 Standard List Price $331,508 Year 1 Total Discount ($230,168) Total Year 1 Investment $101,430 ciuses developrnen[fees and Year 1 a iva ser✓ices Year 2 Annual Recurring Services $88,620 CIVICREC PAGE 23 CivicPlus Project Pricing & Invoicing CivicPlus prices on a per-project, all-inclusive basis (stated in U.S. dollars). This type of pricing structure eliminates surprise costs, the uncertainty of paying by the hour, and is overall more cost effective for our customers. It provides you with a price based on the products and features listed in this proposal that only varies if additional functionality, custom development, security, escrow requirements, or other design or project enhancements, outside of the included scope, are added prior to contract signing. CivicPlus Offers: Standard CivicRec Invoicing • Not available with all CivicPlus products— • The Total Investment-Year 1 will be please contact your account executive for invoiced upon signing more details • First-year Annual Services fee is included Payment Gateway Account with your Year 1 cost • Your chosen payment gateway will collect • Subsequent annual invoicing occurs on and disburse all credit card monies the anniversary of the contract signing • If selected, any of our partner payment date, and is subject to a five percent gateway Vendors will conduct a rate technology fee uplift each year starting analysis upon discovery to provide the Year 6 of your contract most competitive percentage + fee per Customized Billing/Invoicing transaction rate • Other billing options can be discussed • CivicPlus Pay integrates with several before contract signing and, if feasible, a payment gateways to provide maximum plan developed that works for all parties flexibility to our customers' needs We will work with you before contract signing to determine which of our billing processes will meet both your needs for budget planning and our accounting processes. Proposal as Non-Binding Document A successful project begins with a contract that meets the needs of both parties. This proposal (including all supporting, technical, or specification documents required for submittal with the current RFP) is intended as a non-binding document, and the contents hereof may be superseded by an agreement for services. Its purpose is to provide information on a proposed project we believe will meet your needs based on the information available. If awarded the project, CivicPlus reserves the right to negotiate the contractual terms, obligations, covenants, and insurance requirements as provided in the RFP before a final agreement is reached. We look forward to developing a mutually beneficial contract with Huntington Beach. CIVICREC PAGE 24 Switzer, Donna From: Gonzales, Carrie Sent: Monday, November 21, 2022 8:41 AM To: Switzer, Donna Subject: FW: Pricing Proposal Clarification - RFP Rec Software City of Huntington Beach Hi Donna, We awarded them the contract on 9/14 and set-up meetings/trainings. Thanks, Carrie From:Tennessen, Codi<codi.tennessen@surfcity-hb.org> Sent: Monday, November 21, 2022 8:40 AM To: Gonzales, Carrie<CGonzales@surfcity-hb.org> Subject: FW: Pricing Proposal Clarification - RFP Rec Software City of Huntington Beach Hi Carrie, Jennifer Anderson sent the intent to award email on September 14. Thank you. Codi Tennessen Marketing&Technology Supervisor Community& Library Services Department I City of Huntington Beach 714-374-1583 From: Brian Scott<bscott@civicolus.com> Sent:Thursday, September 15, 2022 7:51 AM To:Anderson,Jennifer<Jennifer.Anderson@surfcity-hb.org> Cc:Tiffany Williamson<Tiffany.Williamson@civicplus.com>;Jessica Kehler<Kehler@civicplus.com>;Taylor McCulley <mcculley@civicplus.com>; Heather Alsup<heather.alsup@civicplus.com>;John Forbis<John.Forbis@civicplus.com>; Jim Flynn<flynn@civicplus.com>;Tennessen,Codi<codi.tennessen@surfcity-hb.org> Subject: RE: Pricing Proposal Clarification - RFP Rec Software City of Huntington Beach Good morning Jennifer and that is great news! We're excited to begin your project and welcome Surf City to the CivicPlus family! As far as next steps,we look forward to hearing from your city representative. Do know a timeframe we should expect them to reach out? As always, if anyone from the team has any questions/concerns,we are here to help. Have a great day! Q Very best, Brian Scott 1 Account Executive • CivicPlus P: 785.370.1059 CivicPlus.com To schedule a call with me—Click Here Cr1 CIVICPLUS THE Integrated Technology Platform From: Anderson,Jennifer<Jennifer.Anderson@surfcity-hb.org> Sent:Thursday, September 15, 2022 9:22 AM To: Brian Scott<bscott@civicplus.com> Cc:Tiffany Williamson <Tiffany.Williamson@civicplus.com>;Jessica Kehler<Kehler@civicplus.com>; Taylor McCulley <mcculley@civicplus.com>; Heather Alsup<heather.alsup@civicplus.com>;John Forbis<John.Forbis@civicplus.com>; Jim Flynn <flynn@civicplus.com>;Tennessen, Codi<codi.tennessen@surfcity-hb.org> Subject: RE: Pricing Proposal Clarification - RFP Rec Software City of Huntington Beach NOTICE OF INTENT TO AWARD Date: September 14, 2022 Project: Recreation Management Software Selected Proposer: CivicPlus The evaluation panel assigned to City of Huntington Beach RFP No. 22-0527 Recreation Management Software recently convened to evaluate the proposals submitted to the City. The City evaluated proposals using a Qualifications-Based Selection (QBS) process incorporating a multitude of factors aside from, but including, pricing. The criteria utilized to evaluate the proposals are as follows: • Compliance with the RFP Requirements • Approach, Understanding of Project and Methodology • Qualifications and Experience • Clarity of Proposal • Proposed Cost, Price, Fees • References The evaluation process for this project entailed a 3-step process. In the first step, each of the aforementioned factors were assigned a weight and all proposals scored against this established criteria. In the second step, interviews with the top 5 rated proposals were conducted. The evaluation committee collaboratively ranked the interviews to determine the most qualified and best fit for the City. From that step the City invited back the top three for a deeper dive into the product and services with a demo to staff. All these stages resulted in a decision to move forward with CivicPlus for our Recreation Software. We are very excited to partner with your company. A City representative will be reaching out to start the next steps to onboard you with the City. We would like to thank your entire team for the time and resources contributed toward this RFP process. 2 With regards, Jennifer Anderson Sr. Buyer ;` City of Huntington Beach, Finance 2000 Main Street, Huntington Beach,CA 92648 ^- -y Work (714)374-1569 Email Jennifer.anderson@surfcity-hb.org From: Brian Scott<bscott@civicplus.com> Sent:Tuesday, September 13, 2022 4:06 PM To:Anderson,Jennifer<Jennifer.Anderson@surfcity-hb.org> Cc:Tiffany Williamson<Tiffany.Williamson@civicplus.com>;Jessica Kehler<Kehler@civicplus.com>;Taylor McCulley <mcculley@civicplus.com>; Heather Alsup<heather.alsup@civicplus.com>;John Forbis<John.Forbis@civicplus.com>; Jim Flynn<flvnn@civicplus.com> Subject: RE: Pricing Proposal Clarification - RFP Rec Software City of Huntington Beach Importance: High Hello Jennifer, Attached is our 5 year best&final pricing.Two things to point out: 1. To further ensure a successful project, we have added secure document management and two onsite consulting trips with your potential strategic account partner(typically one trip before go-live and another trip 6 months after). 2. Working internally at the highest level,we are approved to discount your project further(along with those additions) to help compare apples to apples,where we usually stand out as the orange with things like AudioEye, Document Management, Dedicated Hosting, Strategic Account Partner, etc.. We hope this provides value for how much the success of your project means to us and we're always here for any questions/concerns. Q Very best, Brian Scott Account Executive • CivicPlus P: 785.370.1059 CivicPlus.com To schedule a call with me—Click Here 3 cp CIVICPLUS THE Integrated Technology Platform From:Anderson,Jennifer<Jennifer.Anderson@surfcity-hb.org> Sent: Monday, September 12, 2022 2:35 PM To: Brian Scott<bscott@civicplus.com> Subject: Pricing Proposal Clarification- RFP Rec Software City of Huntington Beach Hello Brian and team at CivicPlus, Thank you for coming out last week to Huntington Beach and giving us your demo and diving in more to CivicPlus.As we are in our final stage of making a decision,we noticed that some time has lapsed since the initial RFP due date. With that said your pricing proposal stated it was valid for 60 days from May 27, 2022. Being that we are outside of the time frame we would like your updated 5 year Best and Final pricing for the proposed software to the City of Huntington Beach. Please include any and all labor, materials, equipment, supervision,travel and expenses that would be necessary to enter into agreement with the City of Huntington Beach for Recreation Software. Your prompt attention and response is much appreciated as we would like to make our decision this week. Best, Jennifer Anderson Senior Buyer Jennifer.a nderson@surfcity-hb.org (714) 374.1569 4