The URL can be used to link to this page

Home My WebLink AboutContracts & Agreements_210-2024CP CivicPlus 302 South 4th St. Suite 500 Manhattan, KS 66502 us Client: City of Redlands, CA Statement of Work Quote #: Q-84197-1 Date: 9/9/2024 5:03 PM Expires On: 11/8/2024 Bill To: REDLANDS CITY, CALIFORNIA SALESPERSON I Phone I EMAIL DELIVERY METHOD PAYMENT METHOD Brandon Sifrar 1919.338.29761 brandon.sifrar@civicplus.com I Net 30 Discount(s) CITY PRODUCT NAME DESCRIPTION TOTAL. 1.00 NextRequest Year 1 Annual Fee Discount Year 1 Annual Fee Discount USD-2,697.00 One-time(s) QTY PRODUCT NAME DESCRIPTION TOTAL 1.00 NextRequest Standard Implementation NextRequest Standard Implementation (Virtual Only) USD 1,500.00 Recurring Service(s) QTY PRODUCT NAME DESCRIPTION TOTAL 1.00 NextRequest PT Standard Plan NextRequest Standard Plan for local agencies; Unlimited USD 10,788.00 Staff Users, Up to 10 Admin-Publisher Users, Up to 2TB Storage. Core Features: Review & Redaction Features, Payments, IT & Compliance Features List -Price 1nttr Term Tote' USID 12 2oo nn Total Investment - Initial Term USD 9,591.00 Annual Recurring Services (Subject to Uplift) USD 10,788.00 V. PD 06.01,2015-0048 Page 1 of 3 Initial Term 12 Months Initial Term Invoice Schedule 100% Invoiced upon Signature Date Renewal Procedure Automatic 1 year renewal term, unless 60 days notice provided prior to renewal date Annual Uplift 5% to be applied in year 2 This Statement of Work ("SOW') shall be subject to the terms and conditions of the ClvicPlus Master Services Agreement and the applicable Solution and Services terms and conditions located at https://www.civicplus,help/hc/en-us/p/legal- stuff (collectively, the "Binding Terms"), By signing this SOW, Client expressly agrees to the terms and conditions of the Binding Terms throughout the term of this SOW. V. PD 06,01.2015-0048 Page 2 of 3 Acceptance The undersigned has read and agrees to the following Binding Terms, which are incorporated into this SOW, and have caused this SOW to be executed as of the date signed by the Customer which will be the Effective Date: For CivicPlus Billing Information, please visit https://www.civicplus.com/verif / Authorized Client Signature By (please sign): nn Printed Name: Charles M. Duggan Jr. Title: City Manager Date: Organization Legal Name: City of Redlands Billing Contact: Accounts Payable Title: Finance Division -Accounts Payable Billing Phone Number: 909-335-4791 Billing Email: accountspayable@cityofredlands.org Billing Address: 35 Cajon St. Suite 30 Redlands CA 92373 Mailing Address: (If different from above) CivicPlus By (please si n): XX.W" l 1 �jaVl(" � Printed Name. - Amy Vikander Title: Senior VP of Customer Success Date: 11 /14/2024 ATTEST: PO Number: (Info needed on Invoice (PO or Job#) if required) Je ne Donaldson, City Clerk V. PD 06.01.2015-0048 Page 3 of 3 C pAddendum to the Agreements by and between CivicPlus, LLC and Redlands, CA Master Service Agreement and Statement of Work Addendum THIS Master Services Agreement and Statement of Work Addendum ("Addendum") hereby sets forth the (i) additional terms and conditions applicable to the Master Services Agreement, found at: httt s:tlwww.civicplus.helpthc/en-us/articles/10989047390487- Master-Services-Agreement, and/or Statement of Work ("Agreements") and/or (1i) amendments to specific provisions of the terms and conditions which exist in the Agreements (collectively, the "Special Terms"), as described below, as agreed upon by CivicPlus, LLC, and Redlands, CA. The Special Terms shall be deemed to amend, modify, supplement, replace and/or supersede (as applicable) any inconsistent provisions of the Agreements, to the extent of the inconsistency. ALL TERMS AND CONDITIONS OF THE AGREEMENTS NOT EXPRESSLY MODIFIED HEREIN SHALL REMAIN IN FULL FORCE AND EFFECT. Capitalized terms used and not defined herein shall have the meanings assigned to them in the Agreements (to which this Addendum is attached and incorporated). 1. ADDITIONAL_ TERMS n/a 2. AMENDMENTS The terms and conditions of the Agreement are hereby amended as follows: Q 1-:Siii 7.(c M A § 5 Each SOW will state the amount of days from date of invoice payment is due. Payments received will be to the oldest outstanding invoice(s). If the Customer's account exceeds 60 days past due, support will be discontinued until the Customer's account is made current. If the Customer's account exceeds 120 days past due, CivicPlus may suspend in progress Project Development and Annual Recurring Services will be discontinued, and the Customer will no longer have access to the Services until the Customer's account is made current. Customer will be given 45 days' notice prior to discontinuation of Services for non-payment. 5 CivicPlus will indemnify, o harmless and defendat its expense or settle any third -party claim against Customer alleging that the Services provided under this Agreement infringe intellectual property rights. CivicPlus will pay infringement claim defense costs, CivicPlus— neQotiated settlement amounts, and damages finally awarded by a court. CivicPlus has no obligation for any claim of infringement arising from Customer's use of the Services for purposes not contemplated by this Agreement. CivicPlus's indemnification obligations under this Section 15 are conditioned upon the Customer (i) promptly notifying the CivicPlus of any claim in writing; (ii) cooperating with CivicPlus in the defense of the claim; and (iii) granting CivicPlus sole control of the defense or settlement of the claim. The indemnification obligations of CivicPlus herein shall not apply to any claims of intellectual property infringement related to Customer Content. Customer hereby authorizes CivicPlus to include ivic lus s name an logo inconspicuously within the Customer's instance of the Services only with the City's prior written consent. Customer may publicly refer to itself as a customer of the CivicPlus Services, including on Customer's website and in sales presentations. In no event will either Party issue a press release announcing this relationship without the approval of the Party, publicly other such approval not to be unreasonably withheld. MSA § 34 The liabilities Ilmlte y ectlon 32 and 33 apply: a) to liability for negligence; (b) regardless of the form of action, whether in contract, tort, strict product liability, or otherwise; (c) even if Customer is advised in advance of the possibility of the damages in question and even if such damages were foreseeable; and (d) even if Customer's remedies fail of their essential purposes. If applicable law limits the application of the provisions of this Limitation of Liability section, CivicPlus' liability will be limited to the maximum extent permissible. This section shall not limit any liabilities set forth in Section 15 ("Indemnification") for CivicPlus' alleged violations of intellectual property rights, which shall be limited to ten times the amounts paid by Customer for the Annual Recurring Services in the year such claim of liability were to occur, M A § 46 The Parties will use reasonable, good faith efforts to resolve any dispute between them in good faith prior to initiating legal action. This agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflicts of laws Addendum to Master Services Agreement CAddendum to the Agreements by and between CivicPlus, LLC and Redlands, CA provisions. I he Parties agree that all actions or proceedings arising in connection with this Agreement shall be tried and litigated only in the state courts located in San Bernardino County, California, and the federal courts located in Riverside County, California. Due tot e rap i ly changing nature of software as a service and digitalcommunications, MSA § 48 CivicPlus may unilaterally update this Agreement from time to time. In the event CivicPlus believes such change is a material alteration of the terms herein, CivicPlus will provide Customer with written notice describing such change via email or through its website. Customer's continued use of the Services following such updates constitutes Customer's acceptance of the same. In the event Customer rejects the update to the terms herein, Customer must notify CivicPlus of its objection within thirty (30) days receipt of notice of such update. Acceptance IN WITNESS WHEREOF, the Parties have caused this Addendum to be executed by their duly authorized representatives as of the dates below. Customer civicPlus By: /"C Name: Charles M. Duggan Jr. Title: City Manager Date: 9 - 2 0 2 y ATTEST: Jea Donaldson, City Clerk By: Name: Amy Vikander Title: Senior VP of Customer Success Date: 11 /14/24 2 Addendum to Master Services Agreement