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7456 - Amendment 1 Executed Procurement & Compliance 901 B Texas St., Denton, TX 76209  (940) 349-7100 OUR CORE VALUES Integrity  Fiscal Responsibility  Inclusion Transparency  Outstanding Customer Service June 16, 2022 CivicPlus, LLC 302 S. 4th St. Suite 500 Manhattan, KS 66502 Re: Letter Agreement to Amend (this “Amendment”) File 7456 – City of Denton Website between the City of Denton (“COD”) and CivicPlus, LLC dated April, 13th, 2021 (the “Contract”) – Amendment #1 Hello, Thank you for being such a valued partner. By signing this Amendment below, COD and CivicPlus, LLC agree that the Contract is hereby deemed amended to the updated scope of work and charges, as shown in Attachment A. Except as amended by this Amendment, the Contract is not otherwise amended and all other terms and conditions of the Contract remain in full force and effect, as amended hereby. This Amendment may be executed in any number of counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Signatures transmitted electronically shall have the same effect as the delivery of original signatures. The City of Denton reserves the right to re-evaluate pricing as the market conditions change and can ask your firm to provide updated proposed pricing, including, but not limited to, a decrease in pricing, as a result of any such change. We look forward to future business with your firm. Regards, ____________________________ ___________________________ Erica Garcia, Buyer Amy Vikander, SR VP Procurement and Compliance or Authorized Representative City of Denton CivicPlus, LLC DocuSign Envelope ID: 6E202A9E-9A5E-4255-B236-4F25CA5A1DB1 CivicPlus 302 South 4th St. Suite 500 Manhattan, KS 66502 US Quote #:Q-26317-1 Date:6/10/2022 4:42 PM Expires On:9/8/2022 Product:CivicEngage Client: Denton TX - CivicEngage Bill To: Denton TX - CivicEngage SALESPERSON Phone EMAIL DELIVERY METHOD PAYMENT METHOD Megan Schindler x megan.schindler@civicplus.com Net 30 CivicEngage - Statement of Work QTY Product Name DESCRIPTION PRODUCT TYPE 1.00 Platinum Hosting & Security - CivicEngage Platinum Hosting & Security per domain http:// www.cityofdenton.com/ Renewable Total Investment - Year 1 USD 3,976.34 Annual Recurring Services - Year 2 USD 4,961.25 Total Days of Quote:307 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 4 ATTACHMENT A DocuSign Envelope ID: 6E202A9E-9A5E-4255-B236-4F25CA5A1DB1 1. This Statement of Work ("SOW") shall be subject to the terms and conditions of the Denton TX - CivicEngage Statement of Work signed by and between the Parties (“the Agreement”). By signing this SOW, Client expressly agrees to the terms and conditions of the Agreement, as though set forth herein. 2. Client will be invoiced for the Total Investment - Year 1 (the sum of one-time costs and a prorated portion of the Annual Recurring Services) upon signing and submission of this SOW. The Annual Recurring Services subscription fee for the Products (as described above) included in this SOW are prorated and co-termed to align with the Client’s current billing schedule and the Annual Recurring Services amount will subsequently be added to Client's Term and regularly scheduled annual invoices under the terms of the Agreement. 3. Each year this SOW is in effect, a technology investment and benefit fee, as agreed to in the Agreement, will be applied to the Annual Recurring Services subscription fee. Signature Page to follow. 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 4 DocuSign Envelope ID: 6E202A9E-9A5E-4255-B236-4F25CA5A1DB1 Acceptance By signing below, the parties are agreeing to be bound by the covenants and obligations specified in this SOW and the Agreement terms and conditions IN WITNESS WHEREOF, the parties have caused this SOW to be executed by their duly authorized representatives as of the dates below. Client CivicPlus By: ___________________________________ By: ___________________________________ Name: ___________________________________ Name: ___________________________________ Title: ___________________________________ Title: ___________________________________ Date: ___________________________________ Date: ___________________________________ 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 4 DocuSign Envelope ID: 6E202A9E-9A5E-4255-B236-4F25CA5A1DB1 Amy Vikander Vice President of Client Services 6/23/2022 Buyer 6/23/2022 Erica Garcia Contact Information *all documents must be returned: Master Service Agreement, Statement of Work, and Contact Information Sheet. Organization URL ________________________________________________________________________________________________________________________ Street Address ________________________________________________________________________________________________________________________ Address 2 ________________________________________________________________________________________________________________________ City State Postal Code ________________________________________________________________________________________________________________________ CivicPlus provides telephone support for all trained clients from 7am –7pm Central Time, Monday-Friday (excluding holidays). Emergency Support is provided on a 24/7/365 basis for representatives named by the Client. Client is responsible for ensuring CivicPlus has current updates. ________________________________________________________________________________________________________________________ Emergency Contact & Mobile Phone ________________________________________________________________________________________________________________________ Emergency Contact & Mobile Phone ________________________________________________________________________________________________________________________ Emergency Contact & Mobile Phone ________________________________________________________________________________________________________________________ Billing Contact E-Mail ________________________________________________________________________________________________________________________ Phone Ext. Fax ________________________________________________________________________________________________________________________ Billing Address ________________________________________________________________________________________________________________________ Address 2 ________________________________________________________________________________________________________________________ City State Postal Code ________________________________________________________________________________________________________________________ Tax ID # Sales Tax Exempt # ________________________________________________________________________________________________________________________ Billing Terms Account Rep ________________________________________________________________________________________________________________________ Info Required on Invoice (PO or Job #) ________________________________________________________________________________________________________________________ Are you utilizing any external funding for your project (ex. FEMA, CARES): Y [ ] or N [ ] Please list all external sources: _______________________________________________________________________________________________ Contract Contact Email ________________________________________________________________________________________________________________________ Phone Ext. Fax ________________________________________________________________________________________________________________________ Project Contact Email ________________________________________________________________________________________________________________________ Phone Ext. Fax ________________________________________________________________________________________________________________________ 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 4 DocuSign Envelope ID: 6E202A9E-9A5E-4255-B236-4F25CA5A1DB1 Platinum Hosting, Support and Service Level Agreement Hosting Details Data Center •Highly Reliable Data Center •Managed Network Infrastructure •On-Site Power Backup & Generators •Multiple telecom/network providers •Fully redundant Network •Highly Secure Facility •24/7/365 System Monitoring Hosting •Automated CivicEngage Software Updates •Server Management & Monitoring •Multi-tiered Software Architecture •Server software updates & security patches •Database server updates & security patches •Antivirus management & updates •Server-class hardware from nationally recognized provider •Redundant firewall solutions •High performance SAN with N+2 reliability Bandwidth •Multiple network providers in place •Unlimited bandwidth usage for normal business operations  (does not apply in theevent of a cyber attack) •45 Gb/s burst bandwidth Disaster Recovery •Emergency After-hours support, live agent (24/7) •On-line status monitor at data center •Event notification emails •Guaranteed recovery TIME objective (RTO) of 4 hours •Guaranteed recovery POINT objective (RPO) of 4 hours •Pre-emptive monitoring for disaster situations •Multiple data centers •Geographically diverse data centers DDoS Mitigation •Defined DDoS Attack Process •Identify attack source •Identify type of attack •Monitor attack for threshold engagement •DDOS Advanced Security Coverage •Continuous DDoS mitigation coverage •Content Distribution Network support •Proxy server support •Live User Detection service V. PPH 03.01.16-0001 Page 1 of 4 DocuSign Envelope ID: 6E202A9E-9A5E-4255-B236-4F25CA5A1DB1 Support and Maintenance Support Services CivicPlus’ on-site support team is available from 7:00 am to 7:00 pm CT to assist clients with any questions, concerns or suggestions regarding the functionality and usage of CivicPlus’ CivicEngage and associated applications. The support team is available duringthese hours via CivicPlus’ toll-free support number and e-mail. Support personnel will respond to calls as they arrive (under normal circumstances, if all lines are busy, messages will be returned within four hours; action will be taken on e-mails within four hours), and if Client’s customer support liaison is unable to assist, the service escalation process will begin. Emergency support is available 24-hours-a-day for designated, named Client points-of-contact, with members of both CivicPlus’ project management and support teams available for urgent requests. Emergency support is provided free-of-charge for true emergencies (ie: website is down, applications are malfunctioning, etc.), though Client may incur support charges for non-emergency requests during off hours (ie: basic functionality / usage requests regarding system operation and management). The current discounted rate is $175/hour. CivicPlus maintains a customer support website that is accessible 24-hours-a-day with an approved client username and password. Service Escalation Process In the event that CivicPlus’ support team is unable to assist Client with a request, question or concern, the issue is reported to the appropriate CivicPlus department. Client requests for additional provided services are forwarded to CivicPlus’ Client Care personnel. Client concerns/questions regarding CivicEngage or associated application errors are reported to CivicPlus’ technical team through CivicPlus’ issue tracking and management system to be addressed in a priority order to be determined by CivicPlus’ technical team. All other requests that do not meet these criteria will be forwarded to appropriate personnel within CivicPlus’ organization at the discretion of the customer support liaison. Included Services Support •7 a.m. – 7 p.m. (CST) Monday – Friday •(excluding holidays) •Install Service Patches for OS •System Enhancements •24/7 Emergency Support •Fixes •Dedicated Support Personnel •Improvements •Usability Improvements •Integration •Integration of System Enhancements •Testing •Proactive Support for Updates & Fixes •Development •Online Training Manuals •Usage License •Monthly Newsletters •Routine Follow-up Check-ins •CivicPlus Connection CivicPlus Service Level Agreement CivicPlus will use commercially reasonable efforts to make the CivicEngage available with a Monthly Uptime Percentage (defined below) of at least 99.9%, in each case during any monthly billing cycle (the “Service Commitment”). In the event CivicPlus does not meet the Service Commitment, you will be eligible to receive a Service Credit as described below. V. PPH 03.01.16-0001 Page 2 of 4 DocuSign Envelope ID: 6E202A9E-9A5E-4255-B236-4F25CA5A1DB1 Definitions •“Monthly Uptime Percentage” is calculated by subtracting from 100% the percentage of minutes during the month inwhich the CGMS, was “Unavailable.” Monthly Uptime Percentage measurements exclude downtime resulting directly or indirectly from any Exclusion (defined below). •“Unavailable” and “Unavailability” mean: •The HTML of the home page of the site is not delivered in 10 seconds or less 3 times in a row when tested frominside our network and returns a status of 200. •The Main page of the site returns a status other than 200 or 302 3 times in a row. •A “Service Credit” is a dollar credit, calculated as set forth below, that we may credit back to an eligible account. Service Commitments and Service Credits Service Credits are calculated as a percentage of the total charges paid by you (excluding one-time payments such as upfront payments) for the month (beginning with the first full month of service) in accordance with the schedule below. Monthly Uptime Percentage Service Credit Percentage Less than 99.9%1% of one month’s fee We will apply any Service Credits only against future payments otherwise due from you. Service Credits will not entitle you to anyrefund or other payment from CivicPlus. A Service Credit will be applicable and issued only if the credit amount for the applicablemonthly billing cycle is greater than one dollar ($1 USD). Service Credits may not be transferred or applied to any other account. Unlessotherwise provided in the Client Agreement, your sole and exclusive remedy for any unavailability, non-performance, or other failure byus to provide the service is the receipt of a Service Credit (if eligible) in accordance with the terms of this SLA. Credit Request and Payment Procedures To receive a Service Credit, you must submit a claim by opening a case with Support. To be eligible, the credit request must bereceived by us by the end of the second billing cycle after which the incident occurred and must include: 1.the words “SLA Credit Request” in the subject line; 2.the dates and times of each Unavailability incident that you are claiming; 3.the affected Site domains; and 4.Any documentation that corroborate your claimed outage. If the Monthly Uptime Percentage of such request is confirmed by us and is less than the Service Commitment, then we will issue the Service Credit to you within one billing cycle following the month in which your request is confirmed by us. Your failure to provide the request and other information as required above will disqualify you from receiving a Service Credit. SLA Exclusions The Service Commitment does not apply to any unavailability, suspension or termination of CivicEngage, or any other CivicEngage performance issues: (i) that result from a suspension; (ii) caused by factors outside of our reasonable control, including any force majeure event or Internet access or related problems beyond the demarcation point of CivicPlus; (iii) that result from any actions or inactions of you or any third party; (iv) that result from your equipment, software or other technology and/or third party equipment, software or other technology (other than third party equipment within our direct control); (v) that result from any maintenance as provided for pursuant to the Client Agreement; or (vi) arising from our suspension and termination of your right to use the CivicEngage in accordance with the Client Agreement (collectively, the “SLA Exclusions”). If availability is impacted by factors other than those used in our Monthly Uptime Percentage calculation, then we may issue a Service Credit considering such factors at our discretion. Disaster Recovery Feature Service Commitment V. PPH 03.01.16-0001 Page 3 of 4 DocuSign Envelope ID: 6E202A9E-9A5E-4255-B236-4F25CA5A1DB1 CivicPlus will use commercially reasonable efforts to insure that in the event of a disaster that make the Primary data center unavailable(defined below) Client site will be brought back online at a secondary data center (the “Service Commitment”). In the event CivicPlusdoes not meet the Service Commitment, you will be eligible to receive a Service Credit as described below. Definitions •“Datacenter availability” is determined by inability to provide or restore functions necessary to support the Service.Examples of necessary functions include but are not limited Cooling, Electrical, Sufficient Internet Access, Physicalspace, and Physical access. •A “Service Credit” is a dollar credit, calculated as set forth below, that we may credit back to an eligible account. •Recovery Time Objective (RTO) is the most anticipated time it will take to bring the service back online in the event of adata center event. •Recovery Point Objective (RPO) the amount of data lost that is considered acceptable. Service Commitments and Service Credits Service Credits are calculated as a percentage of the total charges paid by you (excluding one-time payments such as upfrontpayments) for the month accordance with the schedule below. Recovery Time Objective Service Credit Percentage 4 Hours 10% of one month’s fee V. PPH 03.01.16-0001 Page 4 of 4 DocuSign Envelope ID: 6E202A9E-9A5E-4255-B236-4F25CA5A1DB1 Certificate Of Completion Envelope Id: 6E202A9E9A5E4255B2364F25CA5A1DB1 Status: Completed Subject: Please DocuSign: Attachment A - Amend 1.pdf, Denton TX- Platinum Security SOW.pdf Source Envelope: Document Pages: 9 Signatures: 4 Envelope Originator: Certificate Pages: 5 Initials: 0 Erica Garcia AutoNav: Enabled EnvelopeId Stamping: Enabled Time Zone: (UTC-06:00) Central Time (US & Canada) 901B Texas Street Denton, TX 76209 erica.garcia@cityofdenton.com IP Address: 198.49.140.10 Record Tracking Status: Original 6/23/2022 8:25:35 AM Holder: Erica Garcia erica.garcia@cityofdenton.com Location: DocuSign Signer Events Signature Timestamp Amy Vikander contracts@civicplus.com Vice President of Client Services Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Signed by link sent to contracts@civicplus.com Using IP Address: 47.233.28.29 Sent: 6/23/2022 8:30:58 AM Viewed: 6/23/2022 9:00:00 AM Signed: 6/23/2022 9:00:39 AM Electronic Record and Signature Disclosure: Accepted: 6/23/2022 9:00:00 AM ID: 9658e9ca-1efc-4f1e-9651-8ec7935efebf Erica Garcia erica.garcia@cityofdenton.com Buyer City of Denton Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Signed by link sent to erica.garcia@cityofdenton.com Using IP Address: 198.49.140.10 Sent: 6/23/2022 9:00:40 AM Viewed: 6/23/2022 12:59:42 PM Signed: 6/23/2022 12:59:45 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign In Person Signer Events Signature Timestamp Editor Delivery Events Status Timestamp Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Timestamp Certified Delivery Events Status Timestamp Carbon Copy Events Status Timestamp Cheyenne Defee cheyenne.defee@cityofdenton.com Procurement Administration Supervisor City of Denton Security Level: Email, Account Authentication (None) Sent: 6/23/2022 12:59:46 PM Carbon Copy Events Status Timestamp Electronic Record and Signature Disclosure: Not Offered via DocuSign Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 6/23/2022 8:30:58 AM Certified Delivered Security Checked 6/23/2022 12:59:42 PM Signing Complete Security Checked 6/23/2022 12:59:45 PM Completed Security Checked 6/23/2022 12:59:46 PM Payment Events Status Timestamps Electronic Record and Signature Disclosure ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, City of Denton (we, us or Company) may be required by law to provide to you certain written notices or disclosures. 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