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21-637
21-637ORDINANCE NO. AN ORDINANCE OF THE CITY OF DENTON, A TEXAS HOME-RULE MUNICEP AL CORPORATION, AUTHORIZING THE CITY MANAGER, OR THEiR DESIGNEE, TO EXECUTE A CONTRACT WITH CIVICPLUS, LLC, FOR WEBSITE DESIGN, HOSTniG. AND MAUqTENANCE FOR THE WWW.CITYOFDENTON.COM WEBSITE FOR THE PUBLIC AFFARS AND CUSTOMER SERVICE DEPARTMENT; PROVDNG FOR THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDPqG AN EFFECTIVE DATE (RFP 7456 – AWARDED TO CIVICPLUS, LLC, FOR THREE (3) YEARS, WITH THE OPTION FOR TWO (2) ADDITIONAL ONE (1) YEAR EXTENSIONS, N THE TOTAL FIVE (5) YEAR NOT-TO- EXCEED AMOUNT OF $150,000.00). WHEREAS, the City has solicited, received, and evaluated competitive proposals for the City of Denton Website; and WHEREAS, the City Manager, or a designated employee, has received, reviewed, and recommended that the herein described proposals are the most advantageous to the City considering the relative importance of price and the other evaluation factors included in the request for proposals; and WHEREAS, the City Council has provided in the City Budget for the appropriation of funds to be used for the purchase of the materials, equipment, supplies, or services approved and accepted herein; NOW, THEREFORE, THE couNcn OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The items in the following numbered request for proposal for materials, equipment, supplies, or services shown in the “Request Proposals” on file in the office of the Purchasing Agent, are hereby accepted and approved as being the most advantageous to the City considering the relative importance of price and the other evaluation factors included in the request for proposals. RFP NUMBER CONTRACTOR AMOUNT 7456 CivicPlus, LLC $ 150,000.00 SECTION 2. That by the acceptance and approval of the above numbered items of the submitted proposals, the City accepts the offer of the persons submitting the proposals for such items and agrees to purchase the materials, equipment, supplies, or services in accordance with the terms, specifications, standards, quantities, and for the specified sums contained in the Proposal Invitations, Proposals, and related documents. SECTION 3. That should the City and person submitting approved and accepted items wish to enter into a formal written agreement as a result of the acceptance, approval, and awarding of the proposals, the City Manager, or their designated representative, is hereby authorized to execute the written contract which shall be attached hereto; provided that the written contract is in accordance with the terms, conditions, specifications, standards, quantities, and specified sums contained in the Proposal and related documents herein approved and accepted. SECTION 4. The City Council of the City of Denton, hereby expressly delegates the authority to take any actions that may be required or permitted to be performed by the City of Denton under this ordinance to the City Manager of the City of Denton, or their designee. SECTION 5. By the acceptance and approval of the above enumerated bids, the City Council hereby authorizes the expenditure of funds therefor in the amount and in accordance with the approved bids. SECTION 6. This ordinance shall become effective immediately upon its passage and approval. Th, m,ti,I, t, ,ppn„, thi, ,rdinance wa, made by ad 1 m< 1+ W f m secondedby -Soy\N Ky C\ A . The ordy thefollowing vote D - a] : Aye Nay Abstain Absent Mayor Gerard Hudspeth: Birdia Johnson, District 1 : Connie Baker, District 2: Jesse Davis, District 3 : John Ryan, District 4: Deb Armintor, At Large Place 5 : Paul Meltzer, At Large Place 6: \/ V/ / \/ K P / PASSED AND APPROVED thi, th, y day ,f Ad _, 2021. ,0GERARD Xttlllltlf ATTEST: ROSA RIOS, CITY SECRETARY APPROVED AS TO LEGAL FORM: AARON LEAL, CITY ATTORNEY gEiLacjcs=3:eddc EriC: iStIll:Inn ,*. wucUh.\ buy\ ;ifiIi$$Fi[i::: Date: 2021.03.30 1 1 :1 9:49 -05'00' DocuSign Envelope ID: 0655E345-069E-4F24-961F-024CCDCF797B DENTON Docusign City Council Transmittal Coversheet 7456 File Name Clty of Denton PurchasingContact Erlca GarcIa City Council Target Date Apr11 13’ 2021 Piggy Back Option Contract Expiration Ordinance webs1 te r\I- r Yes Apr11 13 , 2026 21–637 DocuSign Envelope ID: 0655E345-069E4F24-961F-024CCDCF797B PROFESSIONAL SERVICES AGREEMENT FOR CONSULTING SERVICES FILE 7456 STATE OF TEXAS § COUNTY OF DENTON § TH.IS . AGREEMENT (the “Agreement”) is made and entered into on 04/13/2021 , by and between the City of Denton, Texas, a Texas municipal corporation, with its principal office at 215 East McKinney Street, Denton, Denton County, Texas 76201, hereinafter called “OWNER” and Civic Plus, LLC, with its corporate office at 302 S. 4th Street., Ste. 500, Manhattan, KS 66502, hereinafter called “CONSULTANT,” acting herein, by and through their duly authorized representatives. WITNESSETH, that in consideration of the covenants and agreements herein contained, the parties hereto do mutually agree as follows: ARTICLE I CONSULTANT AS INDEPENDENT CONTRACTOR The OWNER has selected CONSULTANT on the basis of demonstrated competence and qualifications to perform the services herein described for a fair and reasonable price pursuant to Chapter 2254 of the Texas Government Code. The OWNER hereby contracts with the CONSULTANT as an independent contractor and not as an employee, and as such, the OWNER will not assert control over the day-to-day operations of the CONSULTANT. The CONSULTANT is customarily engaged to provide services as described herein independently and on a nonexclusive basis in the course of its business. This Agreement does not in any way constitute a joint venture between OWNER and CONSULTANT. The CONSULTANT hereby agrees to perform the services described herein based on the skills required for the scope of work in connection with the Project as stated in the sections to follow, with diligence and in accordance with the highest professional standards customarily obtained for such services in the State of Texas. The professional services set out herein are in connection with the following described project: The Project shall include, without limitation, City of Denton Website design, hosting and content management software as a service, as described in Exhibit A, which is on file at the purchasing office and incorporated herein (the “Project”). ARTICLE II SCOPE OF BASIC SERVICES The CONSULTANT shall perform the following services in a professional manner. A.The CONSULTANT shall perform all those services as necessary and as described in the CONSULTANT’S Proposal, which is attached hereto as Exhibit A. City of Denton, Texas Standard Agreement for Engineering Related Design Services Revised Date: 9/1 1/18 Page 1 of 20 Contract 7456 DocuSign Envelope ID: 0655E345-069E-4F24-961F-024CCDCF797B B.The CONSULTANT shall perform all those services set forth in CONSULTANT’s MSA and Scope of Work (“SOW”) attached hereto and made a part hereof as Exhibit B as if written word for word herein. C.If there is any conflict between the terms of this Agreement and the exhibits attached to this Agreement, the terms and conditions of this Agreement will control over the terms and conditions of the attached exhibits or task orders. ARTICLE III ADDITIONAL SERVICES Intentionally Omitted. ARTICLE IV TIME OF COMPLETION CONSULTANT is authorized to commence work under this contract upon execution of this AGREEMENT. CONSULTANT shall perform and complete its obligations herein in a prompt and continuous manner, so as to not delay the completion of the Project in accordance with the schedules as described in Exhibit B. The contract shall remain effective for an initial term equal to three (3) years from the date of award by the City Council of the City of Denton, which shall be the effective date (“Initial Term”). The OWNER and the CONSULTANT shall have the option to renew this contract for an additional two (2) one-year periods (“Renewal Term”). ARTICLE V COMPENSATION A. COMPENSATION TERMS : 1.“Subcontract Expense” is defined as expenses incurred by the CONSULTANT in employment of others in outside firms for services related to this agreement. 2.“Direct Non-Labor Expense” is defined as that expense for any assignment incurred by the CONSULTANT for supplies, transportation and equipment, travel, communications, subsistence, and lodging away from home, and similar incidental expenses in connection with that assignment. B.BILLING AND PAYMENT: For and in consideration of the professional services to be performed by the CONSULTANT herein, the OWNER agrees to pay, in accordance with Exhibit B which is attached hereto and made a part of this Agreement as if written word for word herein, a total fee, not to exceed $150,000. The OWNER shall not be required to make any payments to the CONSULTANT when the CONSULTANT is in default under this Agreement. It is specifically understood and agreed that the CONSULTANT shall not be authorized to undertake any work pursuant to this Agreement which would require additional City of Denton, Texas Standard Agreement for Engineering Related Design Services Revised Date: 9/1 1/18 Page 2 of 20 Contract 7456 DocuSign Envelope ID: 0655E345-069E-4F24-961F-024CCDCF797B payments by the OWNER for any charge, expense, or reimbursement above the maximum not to exceed fee as stated, without first having obtained written authorization from the OWNER. The CONSULTANT shall not proceed to perform the services listed in Article III “Additional Services,” without obtaining prior written authorization from the OWNER. C.PAYMENT: if the OWNER fails to make payments due the CONSULTANT for services and expenses within thirty (30) days after receipt of the CONSULTANT’s undisputed statement thereof, the amounts due the CONSULTANT will be paid interest in accordance with the Texas Government Code 2251.025. Additionally, the CONSULTANT may, after giving seven (7) days’ written notice to the OWNER, suspend services under this Agreement until the CONSULTANT has been paid in full all amounts due for services, expenses, and charges. The OWNER will notify CONSULTANT of any disputes within twenty-one (21) days of receipt of the invoice. D Invoices shall be emailed to the authorized contact designated on the “Contact Sheet”. It is the intention of the City of Denton to make payment on completed orders within thirty days after receipt of invoice. Invoices must reference the City of Denton Purchase Order Number in order to be processed. No payments shall be made on invoices not listing a Purchase Order Number. ARTICLE VI OBSERVATION AND REVIEW OF THE WORK The CONSULTANT will exercise reasonable care and due diligence in discovering and correcting any defects or deficiencies in the work of the CONSULTANT. ARTICLE VII OWNERSHIP OF DOCUMENTS Upon full and complete payment of amounts owed for Project Development under the applicable SOW, OWNER will own the website graphic designs, webpage or Services content, module content, importable/exportable data, and archived information (“Client Content”) created by CONSULTANT on behalf of OWNER pursuant to this Agreement. “Client Content” also includes any elements of text, graphics, images, photos, designs, artworks, logos, trademarks, services marks, and other materials or content which OWNER provides or inputs into any website, software or module in connection with any Services. Client Content excludes any content in the public domain; and any content owned or licensed by CONSULTANT, whether in connection with providing Services or otherwise. Upon completion of the Project Development, OWNER will assume full responsibility for Client Content maintenance and administration. OWNER, not CONSULTANT, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Client Content. OWNER hereby grants CONSULTANT a worldwide, non-exclusive right and license to reproduce, distribute and display the Client Content as necessary to provide the Services. OWNER represents and warrants that OWNER owns all Client Content or that OWNER has permission from the rightful City of Denton, Texas Standard Agreement for Engineering Related Design Services Revised Date: 9/1 1/18 Page 3 of 20 Contract 7456 DocuSign Envelope ID: 0655E345-069E-4F24-961F-024CCDCF797B owner to use each of the elements of Client Content; and that OWNER has all rights necessary for CONSULTANT to use the Client Content in connection with providing the Services. At any time during the term of the applicable SOW, OWNER will have the ability to download the Client Content and export the Client data through the Services. OWNER may request CONSULTANT to perform the export of Client data and provide the Client data to OWNER 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 OWNER has retrieved or requested the Client data, CONSULTANT 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 the effective date of termination of the SOW, regardless of the reason for its termination, OWNER will not have access to the Services. Intellectual Property in the software or other original works created by or licensed to CONSULTANT, including all source code, documents, and materials used in the Services (“CivicPlus Property”) will remain the property of CONSULTANT. CivicPlus Property specifically excludes Client Content. OWNER shall not (i) license, sublicense, sell, resell, reproduce, transfer, assign, distribute or otherwise commercially exploit or make available to any third party any CivicPlus Property in any way, except as specifically provided in the applicable SOW; (ii) adapt, alter, modify or make derivative works based upon any CivicPlus Property; (iii) create internet “links” to the CivicPlus Property software or “frame” or “mirror” any CivicPlus Property administrative access on any other server or wireless or internet-based device that may allow third party entities, other than OWNER, 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 CivicPlus Property in order to (a) build a competitive product or service, (b) build a product using similar ideas, features, functions or graphics of any CivicPlus Property, or (c) copy any ideas, features, functions or graphics of any CivicPlus Property. The CivicPlus name, the CivicPlus logo, and the product and module names associated with any CivicPlus Property are trademarks of CONSULTANT, and no right or license is granted to use them outside of the licenses set forth in this Agreement. Provided OWNER complies with the terms and conditions herein, the relevant SOW, and license restrictions set forth in this Section, CONSULTANT hereby grants OWNER a limited, nontransferable, nonexclusive, license to access and use the CivicPlus Property associated with any valid and effective SOW, for the term of the respective SOW. ARTICLE VIII INDEMNITY AGREEMENT THE CONSULTANT SHALL INDEMNIFY AND SAVE AND HOLD HARMLESS THE OWNER AND ITS OFFICERS, OFFICIALS, AGENTS, AND EMPLOYEES FROM AND AGAINST ANY AND ALL THIRD PARTY CLAIMS, LIABILITY, DEMANDS, DAMAGES, LOSSES, AND EXPENSES, INCLUDING, BUT NOT LIMITED TO COURT COSTS AND REASONABLE ATTORNEY FEES ASSERTED AGAINST THE OWNER, RESULTING FROM THE SOLE NEGLIGENT ACTS OR OMISSIONS OF THE CONSULTANT OR ITS OFFICERS, SHAREHOLDERS, AGENTS, OR City of Denton, Texas Standard Agreement for Engineering Related Design Services Revised Date: 9/1 1/18 Page 4 of 20 Contract 7456 DocuSign Envelope ID: 0655E345-069E4F24-961F-024CCDCF797B EMPLOYEES, RELATED TO, AND IN THE EXECUTION, OPERATION, OR PERFORMANCE OF THIS AGREEMENT. Nothing in this Agreement shall be construed to create a liability to any person who is not a party to this Agreement, and nothing herein shall waive any of the parties’ defenses, both at law or equity, to any claim, cause of action, or litigation filed by anyone not a party to this Agreement, including the defense of governmental immunity, which defenses are hereby expressly reserved. ARTICLE IX INSURANCE During the performance of the services under this Agreement, CONSULTANT shall maintain insurance in compliance with the requirements of Exhibit C which is attached hereto and made a part of this Agreement as if written word for word herein. ARTICLE X ALTERNATIVE DISPUTE RESOLUTION The parties may agree to settle any disputes under this Agreement by submitting the dispute to mediation with each party bearing its own costs of mediation. No mediation arising out of or relating to this Agreement, involving one party’s disagreement may include the other party to the disagreement without the other’s approval. Mediation will not be a condition precedent to suit. ARTICLE XI TERMINATION OF AGREEMENT A. B. Notwithstanding any other provision of this Agreement, either party may terminate by giving sixty (60) days’ advance written notice to the other party. This Agreement may be terminated in whole or in part in the event of either party substantially failing to fulfill its obligations under this Agreement. No such termination will be affected unless the other party is given (1) written notice (delivered by certified mail, return receipt requested) of intent to terminate and setting forth the reasons specifying the non-performance, and not less than fifteen (15) calendar days to cure the failure; and (2) an opportunity for consultation with the terminating party prior to terrnlnatlon. C.If the Agreement is terminated prior to completion of the services to be provided hereunder, CONSULTANT shall immediately cease all services and shall render a final bill for services to the OWNER within thirty (30) days after the date of termination. The OWNER shall pay CONSULTANT for all services rendered and performed and for reimbursable expenses to termination incurred prior to the date of termination, in accordance with Exhibit B. ARTICLE XII RESPONSIBILITY FOR CLAIMS AND LIABILITIES City of Denton, Texas Standard Agreement for Engineering Related Design Services Revised Date: 9/1 1/18 Page 5 of 20 Contract 7456 DocuSign Envelope ID: 0655E345-069E4F24-961F-024CCDCF797B Approval by the OWNER shall not constitute, nor be deemed a release of the responsibility and liability of the CONSULTANT, its employees, associates, agents, subcontractors, and subconsultants nor shall such approval be deemed to be an assumption of such responsibility by the OWNER for any defect in the design or other work prepared by the CONSULTANT, its employees, subcontractors, agents, and consultants. ARTICLE XIII NOTICES All notices, communications, and reports required or permitted under this Agreement shall be personally delivered or mailed to the respective parties by depositing same in the United States mail to the address shown below, certified mail, return receipt requested, unless otherwise specified herein. Mailed notices shall be deemed communicated as of three (3) days’ mailing: To CONSULTANT:To OWNER: Civic Plus, LLC Legal Department 302 S. 4th St. Ste. 500 Manhattan, KS 66502 City of Denton Purchasing Manager –File 7456 901B Texas Street Denton, Texas 76201 All notices shall be deemed effective upon receipt by the party to whom such notice is given, or within three (3) days’ mailing. ARTICLE XIV ENTIRE AGREEMENT This Agreement and related exhibits constitute the complete and final expression of this Agreement of the parties, and is intended as a complete and exclusive statement of the terms of their agreements, and supersedes all prior contemporaneous offers, promises, representations, negotiations, discussions, communications, and agreements which may have been made in connection with the subject matter hereof. ARTICLE XV SEVERABILITY If any provision of this Agreement is found or deemed by a court of competent jurisdiction to be invalid or unenforceable, it shall be considered severable from the remainder of this Agreement and shall not cause the remainder to be invalid or unenforceable. In such event, the parties shall reform this Agreement to replace such stricken provision with a valid and enforceable provision which comes as close as possible to expressing the intention of the stricken provlslon. ARTICLE XVI COMPLIANCE WITH LAWS City of Denton, Texas Standard Agreement for Engineering Related Design ServicesRevised Date: 9/1 1/18 Page 6 of 20 Contract 7456 DocuSign Envelope ID: 0655E345-069E-4F24-961F-024CCDCF797B The CONSULTANT shall comply with all federal, state, and local laws, rules, regulations, and ordinances applicable to the work covered hereunder as those laws may now read or hereinafter be amended. ARTICLE XVII DISCRIMINATION PROHIBITED In performing the services required hereunder, the CONSULTANT shall not discriminate against any person on the basis of race, color, religion, sex, sexual orientation, national origin or ancestry, age, or physical handicap. ARTICLE XVIII PERSONNEL A.The CONSULTANT represents that it has or will secure, at its own expense, all personnel required to perform all the services required under this Agreement. Such personnel shall not be employees or officers of, or have any contractual relations with the OWNER. CONSULTANT shall inform the OWNER of any conflict of interest or potential conflict of interest that may arise during the term of this Agreement. B.All services required hereunder will be performed by the CONSULTANT or under its supervision. All personnel engaged in work shall be qualified, and shall be authorized and permitted under state and local laws to perform such services. ARTICLE XIX ASSIGNABILITY The CONSULTANT acknowledges that this Agreement is based on the demonstrated competence and specific qualifications of the CONSULTANT and is therefore personal as to the CONSULTANT. Therefore, the CONSULTANT shall not assign any interest in this Agreement, and shall not transfer any interest in this Agreement (whether by assignment, novation, or otherwise) without the prior written consent of the OWNER and such consent shall not be unreasonably withheld. ARTICLE XX MODIFICATION No waiver or modification of this Agreement or of any covenant, condition, or limitation herein contained shall be valid unless in writing and duly executed by the party to be charged therewith, and no evidence of any waiver or modification shall be offered or received in evidence in any proceeding arising between the parties hereto out of or affecting this Agreement, or the rights or obligations of the parties hereunder, and unless such waiver or modification is in writing and duly executed; and the parties further agree that the provisions of this section will not be waived unless as set forth herein. ARTICLE XXI MISCELLANEOUS City of Denton, Texas Standard Agreement for Engineering Related Design Services Revised Date: 9/1 1/18 Page 7 of 20 Contract 7456 DocuSign Envelope ID: 0655E345-069E4F24-961F-024CCDCF797B A.The following exhibits are attached to and made a part of this Agreement: Exhibit A – CONSULTANT’S Proposal Exhibit B – CONSULTANT’S Master Services Agreement and Statement of Work Exhibit C – CONSULTANT’S Insurance Requirements What is called for by one exhibit shall be as binding as if called for by all. In the event of an inconsistency or conflict in this Agreement and any of the provisions of the exhibits, the inconsistency or conflict shall be resolved by giving precedence first to this Agreement then to the CONSULTANT’S Master Services Agreement, the CONSULTANT’S Statement of Work, and the CONSULTANT’S Proposal in that order. B.This Agreement shall be governed by, construed, and enforced in accordance with, and subject to, the laws of the State of Texas or federal law, where applicable, without regard to the conflict of law principles of any jurisdiction. In the event there shall be any dispute arising out of the terms and conditions of, or in connection with, this Agreement, the party seeking relief shall submit such dispute to the District Courts of Denton County or if federal diversity or subject matter jurisdiction exists, to the United States District Court for the Eastern District of Texas-Sherman Division. C.For the purpose of this Agreement, a project manager shall be assigned at the beginning of implementation. However, nothing herein shall limit CONSULTANT from using other equally qualified and competent members of its firm to perform the services required herein. D.CONSULTANT shall commence, carry on, and complete any and all projects with all applicable dispatch, in a sound, economical, and efficient manner and in accordance with the provisions hereof. In accomplishing the projects, CONSULTANT shall take such steps as are appropriate to ensure that the work involved is properly coordinated with related work being carried on by the OWNER. E.The OWNER shall assist the CONSULTANT by placing at the CONSULTANT’s disposal all available information pertinent to the Project, including previous reports, any other data relative to the Project, and arranging for the access thereto, and make all provisions for the CONSULTANT to enter in or upon public and private property as required for the CONSULTANT to perform services under this Agreement. F. G. The captions of this Agreement are for informational purposes only, and shall not in any way affect the substantive terms or conditions of this Agreement. The parties agree to transact business electronically. Any statutory requirements that certain terms be in writing will be satisfied using electronic documents and signing. Electronic signing of this document will be deemed an original for all legal purposes. ARTICLE XXII INDEPENDENT CONTRACTOR City of Denton, Texas Standard Agreement for Engineering Related Design ServicesRevised Date: 9/1 1/18 Page 8 of 20 Contract 7456 DocuSign Envelope ID: 0655E345-069E4F24-961F-024CCDCF797B CONSULTANT shall provide services to OWNER as an independent contractor, not as an employee of the OWNER. CONSULTANT shall not have or claim any right arising from employee status. ARTICLE XXIII RIGHT TO AUDIT The OWNER shall have the right to audit and make copies of the books, records and computations pertaining to this agreement. The CONTRACTOR shall retain such books, records, documents and other evidence pertaining to this agreement during the contract period and five years thereafter, except if an audit is in progress or audit findings are yet unresolved, in which case records shall be kept until all audit tasks are completed and resolved. Each of the terms "books", "records", "documents" and "other evidence", as used above, shall be construed to include drafts and electronic files, even if such drafts or electronic files are subsequently used to generate or prepare a final printed document. ARTICLE XXIV Prohibition On Contracts With Companies Boycotting Israel CONSULTANT acknowledges that in accordance with Chapter 2270 of the Texas Government Code, OWNER is prohibited from entering into a contract with a company for goods or services unless the contract contains a written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. The terms “boycott Israel” and “company” shall have the meanings ascribed to those terms in Section 808.001 of the Texas Government Code. By signing this agreement, CONSULTANT certiPes that CONSULTANT’s signature provides written verification to the City that CONSULTANT: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the agreement. Failure to meet or maintain the requirements under this provision will be considered a material breach. ARTICLE XXV Prohibition On Contracts With Companies Doing Business with Iran, Sudan, or a Foreign Terrorist Organization Section 2252 of the Texas Government Code restricts OWNER from contracting with companies that do business with Iran, Sudan, or a foreign terrorist organization. By signing this agreement, CONSULTANT certifies that CONSULTANT’s signature provides written verification to OWNER that CONSULTANT, pursuant to Chapter 2252, is not ineligible to enter into this agreement and will not become ineligible to receive payments under this agreement by doing business wIIa Iran, Sudan, or a foreign terrorist organization . Failure to meet or maintain the requirements under this provision will be considered a material breach. ARTICLE XXVI CERTIFICATE OF INTERESTED PARTIES ELECTRONIC FILING In 2015, the Texas Legislature adopted House Bill 1295, which added section 2252.908 of the City of Denton, Texas Standard Agreement for Engineering Related Design Services Revised Date: 9/1 1/18 Page 9 of 20 Contract 7456 DocuSign Envelope ID: 0655E345-069E4F24-961F-024CCDCF797B Government Code. The law states that the City may not enter into this contract unless the CONSULTANT submits a disclosure of interested parties (Form 1295) to the City at the time the CONSULTANT submits the signed contract. The Texas Ethics Commission has adopted rules requiring the business entity to file Form 1295 electronically with the Commission. CONSULTANT will be required to furnish a Certificate of Interest Parties before the contract is awarded, in accordance with Government Code 2252.908. The contractor shall: 1. 2 3. 4 5 6. Log onto the State Ethics Commission Website at: https://www .ethics.state.tx.us/whatsnew/elf_info_form 1295.htm Register utilizing the tutorial provided by the State Print a copy of the completed Form 1295 Enter the Certificate Number on page 2 of this contract. Complete and sign the Form 1295 Email the form to purchasing(£Ocityofdenton.com with the contract number in the subject line. (EX: Contract 1234 – Form 1295) The OWNER must acknowledge the receipt of the filed Form 1295 not later than the 30th day after Council award. Once a Form 1295 is acknowledged, it will be posted to the Texas Ethics Commission’s website within seven business days. ARTICLE XXVII PROHIBITION AGAINST PERSONAL INTEREST IN CONTRACTS No officer, employee, independent consultant, or elected official of OWNER who is involved in the development, evaluation, or decision-making process of the performance of any solicitation shall have a financial interest, direct or indirect, in the Contract resulting from that solicitation as defined in the City’s Ethic Ordinance 18-757 and in the City Charter chapter 2 article XI(Ethics). Any willful violation of this section shall constitute impropriety in office, and any officer or employee guilty thereof shall be subject to disciplinary action up to and including dismissal. Any violation of this provision, with the knowledge, expressed or implied, of the CONSULTANT shall render the Contract voidable by the City. The CONSULTANT shall complete and submit the City’s Conflict of Interest Questionnaire. IN WITNESS HEREOF, the City of Denton, Texas has caused this Agreement to be executed by its duly authorized City Manager, and C$)NSULTzbV/h}#0%ecuted this Agreement through its duly authorized undersigned officer on this date -' ''-- ' --’-- CITY OF DENTON, TEXAS “OWNER” LEY. CITY MANAGER City of Denton, Texas Standard Agreement for Engineering Related Design Services Revised Date: 9/1 1/18 Page 10 of 20 Contract 7456 DocuSign Envelope ID: 0655E345-069E-4F24-961F-024CCDCF797B ATTEST: CITY SECRETARY DocuSigned by:'$IC5CA8C5EI 75493 APPROVED AS TO LEGAL FORM: AARON LEAL, CITY ATTORNEY CIVICPLUS, LLC A LIMITED LIABLITY COMPANY “CONSULTANT” r-•lX)cuSigned by: B+: harT IIla, bdAh. \ 4B070831B4AA438. 'DocuSigned by: £hq vi '1 Why Vi kander TITLE :vice President of c11 ent services THIS AGREEMENT HAS BEEN BOTH REVIEWED AND APPROVED as to financial and operational obligations and business terms. Ryan Adams PRINTED NAME D1 rector TITLE Customer ServIce and Public Affairs DEPARTMENT City of Denton, Texas Standard Agreement for Engineering Related Design ServicesRevised Date: 9/1 1/18 Page 11 of 20 Contract 7456 DocuSign Envelope ID: 0655E345-069E4F24-961F-024CCDCF797B Exhibit A RFP 7456 – CONSULTANT’S Proposal On File at the City of Denton Purchasing Office City of Denton, Texas Standard Agreement for Engineering Related Design ServicesRevised Date: 9/1 1/18 Page 12 of 20 Contract 7456 DocuSign Envelope ID: 0655E345-069E-4F24-961F-024CCDCF797B Exhibit B CONSULTANT’S MSA and SOW City of Denton, Texas Standard Agreement for Engineering Related Design Services Revised Date: 9/1 1/18 Page 13 of 20 Contract 7456 DocuSign Envelope ID: 0655E345-069E-4F24-961F-024CCDCF797B CP Exhibit B CivicPlus Master Services Agreement This Master Services Agreement (this “Agreement”) governs all Statements of Work (“SOW”) entered into by and between CivicPlus, LLC (“CivicPlus”) and the City of Denton(“Client”). This Agreement governs the use and provision of any Services purM7qq/%2qient, as described in. any signed. pOW, and tjre effective date of this Agreement shall commence on - -’ –- ' - --– , 2021 (the “Effective Date”). CivicPlus and Client referred to herein individually as “Party” and jointly as Parties Recitals I. WHEREAS, CivicPlus is engaged in the business of developing and providing access to proprietary community engagement and government content management software solutions, platforms and associated services (the “Services”); and II. WHEREAS, Client wishes to engage CivicPlus for the procurement of the Services and/or receive a license subscription for the ongoing use of the Services, as set forth in the SOW; NOW, THEREFORE, Client and CivicPlus agree as follows: Agreement Term & Termination 1. This Agreement shall commence on the Effective Date and shall remain in full force and effect for as long as any SOW is in effect between CivicPlus and Client, or Services are being provided by CivicPlus to Client, unless terminated in accordance with this §l or as otherwise provided in this Agreement (the “Term”). Either Party may terminate this Agreement or any SOW as set forth in such SOW, effective immediately upon written notice to the other Party, if the other Party materially breaches any provision of this Agreement and does not substantially cure the breach within thirty (30) days after receiving notice of such breach. A delinquent Client account remaining past due for longer than 90 days is a material breach by Client and is grounds for CivicPlus termination 2. Upon termination of this Agreement or any SOW for any reason, the licenses granted for such relevant SOW by §ll below will terminate and Client shall cease all use of the CivicPlus Property and Services associated with the terminated SOW and (b) any amounts owed under outstanding invoices for services rendered , shall be due in full and payable within thirty (30) days in accordance with the Texas Prompt Payment Act. Sections 7, 8, 10, 14, 15, 18, 29 -31, 39, and 40 will survive any expiration or termination of this Agreement. 3. At any time during the Term, CivicPlus may, immediately upon notice to Client, suspend access to any Service due to a threat to the technical security or technical integrity of the Services. Invoicing & Payment Terms 4. Client will pay the amounts owed to CivicPlus for the Project Development, subscription and licensing, and annual hosting, support and maintenance services (“Annual Recurring Services”) in accordance with the payment schedule set forth on the 1 of 7 DocuSign Envelope ID: 0655E345-069E4F24-961F-024CCDCF797B applicable SOW. Invoices shall be sent electronically to the individual/entity designated in the SOW’s contact sheet that is required to be filled out and submitted by Client (the “Contact Sheet”). Client shall provide accurate, current and complete information of Client’s legal business name, address, email address, and phone number in the Contact Sheet upon submission of a signed SOW. Client will maintain and promptly update the Contact Sheet information if it should change. Upon Client’s request, CivicPlus will mail hard-copy invoices for a $5.00 convenience fee. 5. The invoice for each SOW will be due within 30 days from the receipt of the invoice. Unless otherwise limited by law, a finance charge of 1.5 percent (%) per month or the maximum rate permitted by applicable law, whichever is less, will be added to past due accounts from due date until paid. Payments received will be applied first to finance charges, then to the oldest outstanding invoice(s). If the Client's account exceeds 60 days past due, support will be discontinued until the Client’s account is made current. If the Client’s account exceeds 90 days past due, Annual Recurring Services will be discontinued, and the Client will no longer have access to the Services until the Client's account is made current. Client will be given 15 days’ notice prior to discontinuation of Services for non-payment. 6. During the performance of services during Project Development, if the Client requests a change in the timeline agreed upon at the beginning of the Project Development or a change that requires repeated efforts to previously approved work product and such change causes CivicPlus to incur additional expenses (i.e. airline change fees, resource hours, consultant fees), Client agrees to reimburse CivicPlus for such fees, not to exceed $1,000 per CivicPlus employee. CivicPlus shall notify Client prior to incurring such expenses and shall only incur those expenses which are approved by Client. Ownership & Content Responsibility 7. Upon full and complete payment of amounts owed for Project Development under the applicable SOW, Client will own the website graphic designs, webpage or Services content, module content, importable/exportable data, and archived information (“Client Content”) created by CivicPlus on behalf of Client pursuant to this Agreement. “Client Content” also includes any elements of text, graphics, images, photos, designs, artworks, logos, trademarks, services marks, and other materials or content which Client provides or inputs into any website, software or module in connection with any Services. Client Content excludes any content in the public domain; and any content owned or licensed by CivicPlus, whether in connection with providing Services or otherwise. 8. Upon completion of the Project Development, Client will assume full responsibility for Client Content maintenance and administration. Client, not CivicPlus, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Client Content. Client hereby grants CivicPlus a worldwide, non-exclusive right and license to reproduce, distribute and display the Client Content as necessary to provide the Services. Client represents and warrants that Client owns all Client Content or that Client has permission from the rightful owner to use each of the elements of Client Content; and that Client has all rights necessary for CivicPlus to use the Client Content in connection with providing the Services. 9. 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 the effective date of termination of the SOW, regardless of the reason for its termination, Client will not have access to the Services. 10. Intellectual Property in the software or other original works created by or licensed to CivicPlus, including all source code, documents, and materials used in the Services (“CivicPlus Property”) will remain the property ofCivicPlus. CivicPlus Property specifically excludes Client Content. Client shall not (i) license, sublicense, sell, resell, reproduce, transfer, assign, distribute or otherwise commercially exploit or make available to any third party any CivicPlus Property in any way, except as specifically 2 of 7 DocuSign Envelope ID: 0655E345-069E-4F24-961F-024CCDCF797B provided in the applicable SOW; (ii) adapt, alter, modify or make derivative works based upon any CivicPlus Property; (iii) create internet “links” to the CivicPlus Property software or “frame” or “mirror” any CivicPlus Property administrative access on any other server or wireless or internet-based device that may allow third party entities, other than Client, 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 CivicPlus Property in order to (a) build a competitive product or service, (b) build a product using similar ideas, features, functions or graphics of any CivicPlus Property, or (c) copy any ideas, features, functions or graphics of any CivicPlus Property. The CivicPlus name, the CivicPlus logo, and the product and module names associated with any CivicPlus Property are trademarks of CivicPlus, and no right or license is granted to use them outside of the licenses set forth in this Agreement. 11. Provided Client complies with the terms and conditions herein, the relevant SOW, and license restrictions set forth in §10, CivicPlus hereby grants Client a limited, nontransferable, nonexclusive, license to access and use the CivicPlus Property associated with any valid and effective SOW, for the term of the respective SOW. 12. All CivicPlus helpful information and user’s guides for the Services (“Documentation”) are maintained and updated electronically by CivicPlus and can be accessed through the CivicPlus “Help Center”. CivicPlus does not provide paper copies of its Documentation. Client and its Users are granted a limited license to access Documentation as needed. Client shall not copy, download, distribute, or make derivatives of the Documentation. 13. Client acknowledges that CivicPlus may continually develop, alter, deliver, and provide to the Client ongoing innovation to the Services, in the form of new features, functionality, and efficiencies. Accordingly, CivicPlus reserves the right to modify the Services from time to time. Any modifications or improvements to the Services listed on the SOW will be provided to the Client at no additional charge. In the event that CivicPlus creates new products or enhancements to the Services (“New Services”), and Client desires these New Services, then Client will have to pay CivicPlus the appropriate fee for the access to and use of the New Services. 14. CivicPlus in its sole discretion, may utilize all comments and suggestions, whether written or oral, furnished by Client to CivicPlus in connection with its access to and use of the Services (all reports, comments and suggestions provided by Client hereunder constitute, collectively, the “Feedback”). Client hereby grants to CivicPlus a worldwide, non-exclusive, irrevocable, perpetual, royalty-free right and license to incorporate the Feedback in the CivicPlus products and services. Indemnification 15. CIVICPLUS SHALL INDEMNIFY AND SAVE AND HOLD HARMLESS THE OWNER AND ITS OFFICERS, OFFICIALS. AGENTS, AND EMPLOYEES FROM AND AGAINST ANY AND ALL THIRD PARTY CLAIMS, LIABILITY, CLAIMS, DEMANDS, DAMAGES, LOSSES, AND EXPENSES, INCLUDING, BUT NOT LIMITED TO COURT COSTS AND REASONABLE ATTORNEY FEES ASSERTED AGAINST OR INCURRED BY THE OWNER, AND INCLUDING, WITHOUT LIMITATION, DAMAGES FOR BODILY AND PERSONAL INJURY, DEATH AND PROPERTY DAMAGE, RESULTING FROM THE SOLE NEGLIGENT ACTS OR OMISSIONS OF CIVICPLUS OR ITS OFFICERS, S[LAREHOLDERS, AGENTS, OR EMPLOYEES INCIDENTAL TO, RELATED TO, AND IN THE EXECUTION, OPERATION, OR PERFORMANCE OF THIS AGREEMENT. Nothing in this Agreement shall be construed to create a liability to any person who is not a party to this Agreement, and nothing herein shall waive any of the parties’ defenses, both at law or equity, to any claim, cause of action, or litigation filed by anyone not a party to this Agreement, including the defense of governmental immunity, which defenses are hereby expressly reserved Responsibilities of the Parties 16. To the extent not caused by CivicPlus, CivicPlus 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 Client. 3 of 7 DocuSign Envelope ID: 0655E345-069E-4F24-961F-024CCDCF797B 17. To the extent not caused by CivicPlus, CivicPlus will not be liable for any failure of performance that is caused by or the result of any act or omission by Client or any entity employed/contracted on the Client’s behalf. During Project Development, Client will be responsive and cooperative with CivicPlus to ensure the Project Development is completed in a timely manner. 18. Client 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 CivicPlus. Client further agrees that CivicPlus 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 Client or by any third party of personal data. 19. Client is responsible for all activity that occurs under Client's accounts by or on behalf of Client. Client agrees to (a) be solely responsible for all designated and authorized individuals chosen by Client (“User”) activity, which must be in accordance with this Agreement, the PSA, and the relevant SOW; to the extent that same does not conflict with this Agreement; (b) be solely responsible for Client data; (c) obtain and maintain during the term all necessary consents, agreements and approvals from end- users, individuals or any other third parties for all actual or intended uses of information, data or other content Client 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 CivicPlus promptly of any known unauthorized access or use of the foregoing; and (e) use the Services only in accordance with applicable laws and regulations. 20. The Parties shall comply with all applicable local, state, and federal laws, treaties, regulations, and conventions in connection with its use and provision of any of the Services or CivicPlus Property. Data Security 21. CivicPlus shall, at all times, comply with the terms and conditions of its Privacy Policy. CivicPlus will maintain commercially reasonable administrative, physical, and technical safeguards designed to protect the security and confidentiality of Client 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, CivicPlus 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. 22. Client acknowledges and agrees that CivicPlus utilizes third-party service providers to host and provide the Services and store Client data and the protection of such data will be in accordance with such third party’s safeguards for the protection and the security and confidentiality of Client’s data. 23. CivicPlus may offer Client the ability to use third-party applications in combination with the Services. Any such third-party application will be subject to acceptance by Client. In connection with any such third-party application agreed to by Client, Client acknowledges and agrees that CivicPlus may allow the third-party providers access to Client data as required for the interoperation of such third-party application with the Services. The use of a third-party application with the Services may also require Client to agree to a separate agreement or terms and conditions with the provider of the third-party application, which will govern Client's use of such third-party application. CivicPlus Support 24. CivicPlus will use commercially reasonable efforts to perform the Services in a manner consistent with applicable industry standards, including maintaining Services availability 24 hours a day, 7 days a week. Client will have 24/7 access to the online CivicPlus Help Center (civicplus.help) to review use articles, software best practices, receive maintenance release notes, as well as submit and monitor omni-channel support tickets and access solution specific support contact methods (https://www.civicplus.help/he/en-us/requests/new). 4 of 7 DocuSign Envelope ID: 0655E345-069E-4F24-961F-024CCDCF797B 25. CivicPlus provides live support engineers based in the domestic United States to respond to basic questions concerning use and configuration, to diagnose code-related errors, and proactively identify potential systems issues. CivicPlus support engineers serve a preliminary function in the agile development process and escalate defects to software developers or architects for remediation. For security purposes, CivicPlus support engineers are not permitted to modify user accounts, and permissions nor distribute access outside of accounts established by means of a support interaction for testing. Client delegated Users may receive tutorials and guidance on account modifications but will perform the action themselves. 26. CivicPlus live support engineers are available to respond to User requests between 7:00 am to 7:00 pm CST Monday through Friday, excluding holidays and temporary closures for staff development, of which Client will be provided prior notice. Client is responsible for providing CivicPlus with all User contact updates. After-hours support is available by toll-free phone call only. Non-emergency support requested outside of support hours will be subject to additional fees, such fees will be quoted to Client at the time of the request and will be subject to Client acceptance and invoiced the next business day following the non-emergency support. CivicPlus shall have the sole discretion to determine whether support requests qualify as an emergency, exceed reasonable use or are outside the scope of services outlined in any SOW. 27. If a reported problem cannot be solved during the first support interaction, Client will be provided a ticket number that will be used as communication method throughout ticket escalation until a solution is provided. Support service does not include support for errors caused by third party products or applications for which CivicPlus is not responsible. Marketing 28. Client hereby authorizes CivicPlus to use Client's name and logo on CivicPlus’s website and in sales and marketing presentations as long as such use does not represent an endorsement ofCivicPlus. Such authorization may be withdrawn by Client at any time for any reason or no reason at all upon written notice to CivicPlus. Client may publicly refer to itself as a customer of the CivicPlus Services, including on Client's website and in sales presentations. Notwithstanding the foregoing, each Party hereby grants the other a limited, worldwide, license to use the other’s logo in conformance with such Party’s trademark usage guidelines and solely for the purpose set forth in this §28. In no event will either party issue a press release publicly announcing this relationship without the approval of the other party, such approval not to be unreasonably withheld. Limitation of Liability 29.CivicPlus’ liability arising out of or related to this Agreement, or any associated SOW, will not exceed $250,000.00. 30. In no event will CivicPlus be liable to Client for any consequential, indirect, special, incidental, or punitive damages arising with respect to third party claims only out of or related to this Agreement. 31. The liabilities limited by Section 29 and 30 apply to third party claims only: (a) to liability for negligence; (b) regardless of the form of action, whether in contract, tort, strict product liability, or otherwise; (c) even if Client is advised in advance of the possibility of the damages in question and even if such damages were foreseeable; and (d) even if Client’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. Warranties and Disclaimer 32 Each person signing the SOW, or otherwise agreeing to the terms of this Agreement, represents and warrants that he or she is duly authorized and has legal capacity to execute and bind the respective Party to the terms and conditions of the SOW and this Agreement. Each Party represents and warrants to the other that the execution and delivery of the SOW and the performance of such Party’s obligations thereunder have been duly authorized and that this Agreement is a valid and legal agreement binding on such Party and enforceable in accordance with its terms. 5 of 7 DocuSign Envelope ID: 0655E345-069E4F24-961F-024CCDCF797B 33.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. 34. EXCEPT FOR THE EXPRESS WARk4NTIES IN THIS AGREEMENT, CIVICPLUS HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR ARISING FROM A PRIOR COURSE OF DEALING. 35.EACH PROVISION OF THIS AGREEMENT THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES. OR EXCLUSION OF DAMAGES IS TO ALLOCATE THE RISKS OF THIS AGREEMENT BETWEEN THE PARTIES. THIS ALLOCATION IS REFLECTED IN THE PRICING OFFERED BY CIVICPLUS TO (-LIENT AND IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THIS AGREEMENT. Force NIajeure 36. No party shall have any liability to the other hereunder by reason of any delay or failure to perform any obligation or covenant if the delay or failure to perform is occasioned by force majeure, meaning any act of God, storm, pandemic, fire, casualty, unanticipated work stoppage, strike, lockout, labor dispute, civic disturbance, riot, war, national emergency, act of public enemy, or other cause of similar or dissimilar nature beyond its control. The City of Denton, any Customer, and CivicPlus shall not be responsible for performance under the Contract should it be prevented from performance by an act of war, order of legal authority, act of God, or other unavoidable cause not attributable to the fault or negligence of the City of Denton. In the event of an occurTence under this Section, the CivicPlus will be excused from any further performance or observance of the requirements so affected for as long as such circumstances prevail and CivicPlus continues to use commercially reasonable efforts to recommence performance or observance whenever and to whatever extent possible without delay. CivicPlus shall immediately notify the City of Denton Procurement Manager by telephone (to be confirmed in writing within five (5) calendar days of the inception of such occurrence) and describe at a reasonable level of detail the circumstances causing the non-performance or delay in performance. Taxes 37.The amounts owed for the Services exclude, and Client will be responsible for, all sales, use, excise, withholding and any other similar taxes) duties and charges of any kind imposed by any federal, state or local governmental entity in connection with the Services (excluding taxes based solely on CivicPlus’s income). If the Client is tax-exempt, the Client must provide CivicPlus proof of their tax-exempt status, within fifteen (15) days of contract signing, and the fees owed by Client under this Agreement will not be taxed. If such exemption certificate is challenged or held invalid by a taxing authority then Client agrees to pay for all resulting fines, penalties and expenses. Other Documents 38. This Agreement, including all exhibits, amendments, and addenda hereto and all SOWs and the Professional Services Agreement, constitutes the entire agreement between the Parties and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. No modification, amendment, or waiver of any provision of this Agreement or any SOW will be effective unless in writing and signed by each Party. 6 of 7 DocuSign Envelope ID: 0655E345-069E-4F24-961F-024CCDCF797B Interlocal Purchasing Consent/ Cooperative Purchasing 39. With the prior approval ofCivicPlus, which may be withheld for any or no reason within CivicPlus’s sole discretion, this Agreement and any SOW may be extended to any public entity in Client’s home-state to purchase at the SOW prices and specifications in accordance with the terms stated herein. 40. To the extent permitted by law, the terms of this Agreement and set forth in one or more SOW(s) may be extended for use by other local government entities upon execution of a separate agreement, SOW, or other duly signed writing by and between CivicPlus and the such entity, setting forth all of the terms and conditions for such use, including applicable fees and billing terms. Miscellaneous Provisions 41. The invalidity, in whole or in part, of any provision of this Agreement shall not void or affect the validity of any other provision of this Agreement. 42. The Parties negotiated this Agreement with the opportunity to receive the aid of counsel and, accordingly, intend this Agreement to be construed fairly, according to its terms, in plain English, without constructive presumptions against the drafting Party. The headings of Sections of this Agreement are for convenience and are not to be used in interpreting this Agreement. As used in this Agreement, the word “including” means “including but not limited to.” 43.The Parties will use reasonable efforts to resolve any dispute between them in good faith prior to initiating legal action 44.This Agreement and any SOW, to the extent signed and delivered by means of a facsimile machine or electronic mail, shall be treated in all manner and respects as an original agreement or instrument and shall be considered to have the same binding legal effect as if it were the original signed version thereof delivered in person. The Parties agree that an electronic signature is the legal equivalent of its manual signature on this Agreement and any SOW. The Parties agree that no certification authority or other third party verification is necessary to validate its electronic signature and that the lack of such certification of third party verification will not in any way affect the enforceability of the Parties’ electronic signature or any resulting agreement between CivicPlus and Client. 45. Intentionally Deleted. Acceptance By signing below, the parties are agreeing to be bound by the Professional Services Agreement, the covenants and obligations specified in this MSA and the SOW terms and conditions attached hereto. IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized representatives as of the dates below. Client CivicPlus DocuSlgned by: B hA tltMb? Name: Sa;:2=a1 ey -DocuSlgned bH BYF aBly HUbbyM8 Title: Interlm City Manager Title:Vice President of C1 lent Services Date: 04/13/2021 Date: 04/13/2021 7 of 7 DocuSign Envelope ID: 0655E345-069E-4F24-961F-024CCDCF797B CPI Exhibit B Quote #: Date : Expires On : Product: Bill To: Denton TX - CivicEngage CivicPlus 302 South 4th St. Suite 500 Manhattan. KS 66502 Client: Denton TX - CivicEngage Q-11779- 1 9/1 5/2020 2:18 PM 02/28/2021 CivicEngage SALESPERSON Milan lvancevic EMAIL ivancevic@civicplus. com DELIVERY METHOD PAYMENT METHOD Net 30 CivicEngage - Statement of Work QTY PRODUCT NAME v o v virtual) r a Only o r 4.00 CivicEngage Virtual Content Consulting I Integration Package I Integration Annual Fee v Integration Implementation Fee I e Development DESCRIPTION CivicEngage 5 Annual Hosting & Security Annual Fee System Training - Virtual, Half Day Block 4yr Redesign Ultimate Annual SSL Management – CP Provided OnFy 1 per domain (Annually Renews) Content Development - 1 Page Ultimate Implementation CivicEngage Virtual Content Consulting 1/2 day block Custom IdP Integration Package Custom IdP Integration Annual Fee Custom IdP Integration Implementation Fee Custom IdP Integration Annual Fee Custom IdP Integration Implementation Fee Up to 2 days virtual consult. Recommended group 8 or less. Includes constituent persona development and website use case analysis. V. PD 06.01 .2015-0048 Page 1 of 4 PRODUCT TYPE Renewable Renewable One-time Renewable Renewable One-time One-time One-time Renewable Renewable One-time One-time One-time DocuSign Envelope ID: 0655E345-069E4F24-961F-024CCDCF797B CivicEngage Virtual Content Consulting 1/2 day blockCivicEngage Virtual Content Consulting USD 75,950.00Total Investment - Year 1 USD 1 1,130.00r m)ays of Quote:365 One-time 1 This Statement of Work ("SOW') shall be subject to the terms and conditions of the Client’s Professional Services Agreement and the CivicPlus Master Services Agreement attached hereto as Exhibit B ("MSA”). to which this SOW is hereby attached as the CivicEngage Statement of Work. By signing this SOW, Client expressly agrees to the terms and conditions of the MSA throughout the Term of this SOW. 2 This SOW shall remain in effect for an initial term equal to three (3) years from the date of award by the City Council of the City of Denton, which shall be the effective date (“Initial Term”). The City and the Supplier shall have the option to renew this contract for an additional two (2) one-year periods (“Renewal Term"). 3 The Contract shall commence upon the effective date, and shall automatically renew each year. The request to not renew the contract must be submitted in writing to the other at least 60 days prior to the contract renewal date for each year. At the sole option of the City of Denton, the Contract may be further extended as needed, not to exceed a total of six (6) months 4 The Total Investment - Year 1 will be invoiced as follows: a. Upon signing this SOW, thirty percent (30%) of the Total Investment Year 1 Fees; b. The earlier of 6 months from signing or upon completion of CivicEngage Implementation (completion of training), the remaining seventy percent (70%) of the Total Investment Year 1 5.Annual Recurring Services shall be invoiced on the start date of each Renewal Term. Annual Recurring Services, including but not limited to hosting, support and maintenance services, shall be subject to a 5% annual increase beginning in year 3 of service. Client will pay all invoices within 30 days of the date of such invoice 6 7. Client agrees that CivicPlus shall not migrate, convert, or port content or information that could reasonably be construed as time sensitive, such as calendar or blog content, during the Project Development. If a Recurring Redesign line item is included with the Client's quote in this SOW, starting after 48 months of continuous service under this SOW, Client shall be entitled to receive a redesign at no additional cost. Client may initiate such redesign any time after 48 months of continuous service. Upon the initiation of an eligible redesign project, Client may begin accumulating eligibility towards a subsequent redesign after another 48 months of continuous service. Redesigns that include additional features not available on the original website may be subject to additional charges. Additional features include, but are not limited to, additional modules and integration of third-party software. Recurring Redesigns are eligible for the website, subsite, and department headers included in this SOW only. Any subsequently purchased website, subsite, and department header shall not be included in a redesign hereunder. 8 Client allows CivicPlus to display a “Government Websites by CivicPlus” insignia, and web link at the bottom of their web pages. Client understands that the pricing and any related discount structure provided under this SOW assumes such perpetual permission. Signature Page to Follow. V. PD 06,01 .2015-0048 Page 2 of 4 DocuSign Envelope ID: 0655E345-069E4F24-961F-024CCDCF797B Acceptance By signing below, the parties are agreeing to be bound by the Professional Services Agreement, the covenants and obligations specified in this SOW and the MSA terms and conditions attached hereto. IN WITNESS WHEREOF, the parties have caused this SOW to be executed by their duly authorized representatives as of the dates below. Client CivicPlus !£9Fgolf8hs1 ey N-fi;ii, TItle: Interim city Manager Title vice PresIdent of client Services Date: 04/13/2021 Date: 04/13/2021 V. PD 06.Of .2015-O048 Page 3 of 4 DocuSign Envelope ID: 0655E345-069E-4F24-961F-024CCDCF797B Contact Information *all documents must be returned: Master Service Agreement, Statement of Work, and Contact Information Sheet Organization City of Denton Street Address 215 E McKinney St. URL www.cityofdenton.com Address 2 City State Postal Code Denton TX 76201 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 CtvicPlus has current updates. Emergency Contact & Mobile Phone Sarah Fullwa>d (972) 814-3253 Emergency Contact & Mobile Phone Ryan Adams (214) 802-3045 Emergency Contact & Mobile Phone Justin Harmon (%O) 390-3235 Billing Contact AccountsPayable@cityofdenton.com E-Mail FaxPhoneExt . Billing Address Address 2 City Tax ID # State Postal Code 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 [ [] to, Nl [/] ] Please list all external sources Contract Contact E Ga Email Erica.Garcia@cityofdentan,corn FaxPhone (940) 34b7131 Ext. Project Contact Sarah Fultwood Email Sarah.Fullwood@cityofdenton.com FaxPhone Office: (940) 349-8110 Cell: (972) 814-3253 Ext . V. PD 06.01.2015-0048 Page 4 of 4 DocuSign Envelope ID: 0655E345-069E4F24-961F-024CCDCF797B Exhibit C CITY OF DENTON INSURANCE REQUIREMENTS FOR CONSULTANTS Bidder's attention is directed to the insurance requirements below. It is highly recommended that bidders confer with their respective insurance carriers or brokers to determine in advance of Bid submission the availability of insurance certificates and endorsements as prescribed and provided herein. If an apparent low bidder fails to comply strictly with the insurance requirements, that bidder may be disqualiped from award of the contract. Upon bid award, all insurance requirements shall become contractual obligations, which the successful bidder shall have a duty to maintain throughout the course of this contract. STANDARD PROVISIONS: Without limiting any of the other obligations or liabilities of the CONSULTANT, the CONSULTANT shall provide and maintain until the contracted work has been completed and accepted by the City of Denton, Owner, the minimum insurance coverage as indicated hereinafter . As soon as practicable after noti$cation of bid award, CONSULTANT shall DIe with the Purchasing Department satisfactory certi$cates of insurance, containing the bid number and title of the project. CONSULTANT may, upon written request to the Purchasing Department, ask for ctari$cation of any insurance requirements at any time; however, CONSULTANTs are strongly advised to make such requests prior to bid opening, since the insurance requirements may not be modified or waived after bid opening unless a written exception has been submitted with the bid. CONSULTANT shall not commence any work or deliver any material until he or she receives notification that the contract has been accepted, approved, and signed by the City of Denton. AU insurance policies proposed or obtained in satisfaction of these requirements shall comply with the following general speci$cations, and shall be maintained in compliance with these general spec$cations throughout the duration of the Contract, or longer, if so noted. • Each policy shall be issued by a company authorized to do business in the State of Texas with an A.M. Best Company rating of at least A- VII or better. •Any deductibles or self-insured retentions shall be declared in the bid proposal. If requested by the City, the insurer shall reduce or eliminate such deductibles or self-insured retentions with respect to the City, its officials, agents, employees and volunteers; or, the contractor shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses. • Liability policies shall be endorsed to provide the following: City of Denton, Texas Standard Agreement for Engineering Related Design Services Revised Date: 9/1 1/18 Page 14 of 20 Contract 7456 DocuSign Envelope ID: 0655E345-069E-4F24-961F-024CCDCF797B •Name as additional insured the City of Denton, its Officials, Agents, Employees and volunteers. •That such insurance is primary to any other insurance available to the additional insured with respect to claims covered under the policy and that this insurance applies separately to each insured against whom claim is made or suit is brought. The inclusion of more than one insured shall not operate to increase the insurer’s limit of liability. • Provide a Waiver of Subrogation in favor of the City of Denton, its officials, agents, employees, and volunteers. • Cancellation: City requires 30 day written notice should any of the policies described on the certificate be cancelled before the expiration date. •Should any of the required insurance be provided under a claims-made form, CONSULTANT shall maintain such coverage continuously throughout the term of this contract and, without lapse, for a period of three years beyond the contract expiration, such that occurrences arising during the contract term which give rise to claims made after expiration of the contract shall be covered. •Should any of the required insurance be provided under a form of coverage that includes a general annual aggregate limit providing for claims investigation or legal defense costs to be included in the general annual aggregate limit, the CONSULTANT shall either double the occurrence limits or obtain Owners and CONSULTANTs Protective Liability Insurance. •Should any required insurance lapse during the contract term, requests for payments originating after such lapse shall not be processed until the City receives satisfactory evidence of reinstated coverage as required by this contract, effective as of the lapse date. If insurance is not reinstated, City may, at its sole option, terminate this agreement effective on the date of the lapse. SPECIFIC ADDITIONAL INSURANCE REQUIREMENTS: All insurance policies proposed or obtained in satisfaction of this Contract shall additionally comply with the following marked speciDcations, and shall be maintained in compliance with these additional speciDcations throughout the duration of the Contract, or longer, if so noted. 1x ]A. General Liability Insurance: General Liability insurance with combined single limits of not less than Sl,000,000.00 shall be provided and maintained by the CONSULTANT. The policy shall be written on an occurrence basis either in a single policy or in a combination of underlying and umbrella or excess policies. If the Commercial General Liability form (ISO Form CG 0001 current edition) is City of Denton, Texas Standard Agreement for Engineering Related Design Services Revised Date: 9/1 1/18 Page 15 of 20 Contract 7456 DocuSign Envelope ID: 0655E345-069E4F24-961F-024CCDCF797B used: •Coverage A shall include premises, operations, products, and completed operations, independent contractors, contractual liability covering this contract and broad form property damage coverage. •Coverage B shall include personal injury. •Coverage C, medical payments, is not required. If the Comprehensive General Liability form (ISO Form GL 0002 Current Edition and ISO Form GL 0404) is used, it shall include at least: •Bodily injury and Property Damage Liability for premises, operations, products and completed operations, independent contractors and property damage resulting from explosion, collapse or underground (XCU) exposures. •Broad form contractual liability (preferably by endorsement) covering this contract, personal injury liability and broad form property damage liability. lx 1 Automobile Liability Insurance: CONSULTANT shall provide Commercial Automobile Liability insurance with Combined Single Limits (CSL) of not less than $500,000.00 either in a single policy or in a combination of basic and umbrella or excess policies. The policy will include bodily injury and property damage liability arising out of the operation, maintenance and use of all automobiles and mobile equipment used in conjunction with this contract. Satisfaction of the above requirement shall be in the form of a policy endorsement for: • any auto, or • all owned, hired and non-owned autos. lx]Workers’ Compensation Insurance CONSULTANT shall purchase and maintain Worker's Compensation insurance which, in addition to meeting the minimum statutory requirements for issuance of such insurance, has Employer’s Liability limits of at least $100,000 for each accident, $100,000 per each employee, and a $500,000 policy limit for occupational disease. The City need not be named as an " Additional Insured" but the insurer shall agree to waive all rights of subrogation against the City, its officials, agents, employees and volunteers for any work performed for the City by the Named Insured. For building or construction projects, the CONSULTANT shall comply with the provisions of Attachment 1 in accordance with §406.096 of the Texas Labor Code and rule 28TAC 110.110 of the Texas Worker's Compensation Commission (TWCC). City of Denton, Texas Standard Agreement for Engineering Related Design Services Revised Date: 9/1 1/18 Page 16 of 20 Contract 7456 DocuSign Envelope ID: 0655E345-069E4F24-961F-024CCDCF797B []Owner's and CONSULTANT's Protective Liability Insurance The CONSULTANT shall obtain, pay for and maintain at all times during the prosecution of the work under this contract, an Owner's and CONSULTANT's Protective Liability insurance policy naming the City as insured for property damage and bodily injury which may arise in the prosecution of the work or CONSULTANT’s operations under this contract. Coverage shall be on an ’'occurrence" basis, and the policy shall be issued by the same insurance company that carries the CONSULTANT’s liability insurance. Policy limits will be at least combined bodily injury and property damage per occurrence with a aggregate. [X]Professional Liability Insurance Professional liability insurance with limits not less than $1,000,000 per claim with respect to negligent acts, errors or omissions in connection with professional services is required under this Agreement. []Builders' Risk Insurance Builders' Risk Insurance, on an All-Risk form for 100% of the completed value shall be provided. Such policy shall include as "Named Insured" the City of Denton and all subcontractors as their interests may appear. []Commercial Crime Provides coverage for the theft or disappearance of cash or checks, robbery inside/outside the premises, burglary of the premises, and employee fidelity. The employee fidelity portion of this coverage should be written on a “blanket” basis to cover all employees, including new hires. This type insurance should be required if the contractor has access to City funds. Limits of not less than each occurrence are required. []Additional Insurance Other insurance may be required on an individual basis for extra hazardous contracts and specific service agreements. If such additional insurance is required for a specific contract, that requirement will be described in the "Specific Conditions" of the contract specifications. City of Denton, Texas Standard Agreement for Engineering Related Design Services Revised Date: 9/1 1/18 Page 17 of 20 Contract 7456 DocuSign Envelope ID: 0655E345-069E4F24-961F-024CCDCF797B ATTACHMENT 1 []Workers’ Compensation Coverage for Building or Construction Projects for Governmental Entities A. Definitions: Certificate of coverage ("certificate")-A copy of a certificate of insurance, a certificate of authority to self-insure issued by the commission, or a coverage agreement (TWCC-81, TWCC-82, TWCC-83, or TWCC-84), showing statutory workers' compensation insurance coverage for the person's or entity’s employees providing services on a project, for the duration of the project. Duration of the project - includes the time from the beginning of the work on the project until the contractor’s/person's work on the project has been completed and accepted by the governmental entity. Persons providing services on the project ("subcontractor" in §406.096) - includes all persons or entities performing all or part of the services the contractor has undertaken to perform on the project, regardless of whether that person contracted directly with the contractor and regardless of whether that person has employees. This includes, without limitation, independent contractors, subcontractors, leasing companies, motor carriers, owner-operators, employees of any such entity, or employees of any entity which furnishes persons to provide services on the project. "Services" include, without limitation, providing, hauling, or delivering equipment or materials, or providing labor, transportation, or other service related to a project. "Services" does not include activities unrelated to the project, such as food/beverage vendors, office supply deliveries, and delivery of portable toilets. B.The contractor shall provide coverage, based on proper reporting of classification codes and payroll amounts and filing of any overage agreements, which meets the statutory requirements of Texas Labor Code, Section 401.011(44) for all employees of the CONSULTANT providing services on the project, for the duration of the project. C. The CONSULTANT must provide a certificate of coverage to the governmental entity prior to being awarded the contract. D. If the coverage period shown on the contractor's current certificate of coverage ends during the duration of the project, the contractor must, prior to the end of the coverage period, file a new certificate of coverage with the governmental entity showing that coverage has been extended. E. The contractor shall obtain from each person providing services on a project, and provide to the governmental entity: City of Denton, Texas Standard Agreement for Engineering Related Design ServicesRevised Date: 9/1 1/18 Page 18 of 20 Contract 7456 DocuSign Envelope ID: 0655E345-069E4F24-961F-024CCDCF797B 1) a certificate of coverage, prior to that person beginning work on the project, so the governmental entity will have on file certificates of coverage showing coverage for all persons providing services on the project; and 2) no later than seven days after receipt by the contractor, a new certificate of coverage showing extension of coverage, if the coverage period shown on the current certificate of coverage ends during the duration of the project. F. The contractor shall retain all required certificates of coverage for the duration of the project and for one year thereafter. G. The contractor shall notify the governmental entity in writing by certified mail or personal delivery, within 10 days after the contractor knew or should have known, of any change that materially affects the provision of coverage of any person providing services on the project. H. The contractor shall post on each project site a notice, in the text, form and manner prescribed by the Texas Workers' Compensation Commission, informing all persons providing services on the project that they are required to be covered, and stating how a person may verify coverage and report lack of coverage. I. The contractor shall contractually require each person with whom it contracts to provide services on a project, to: 1) provide coverage, based on proper reporting of classification codes and payroll amounts and filing of any coverage agreements, which meets the statutory requirements of Texas Labor Code, Section 401.011(44) for all of its employees providing services on the project, for the duration of the project; 2) provide to the contractor, prior to that person beginning work on the project, a certificate of coverage showing that coverage is being provided for all employees of the person providing services on the project, for the duration of the project; 3) provide the contractor, prior to the end of the coverage period, a new certificate of coverage showing extension of coverage, if the coverage period shown on the current certificate of coverage ends during the duration of the project; 4) obtain from each other person with whom it contracts, and provide to the contractor: a) certificate of coverage, prior to the other person beginning work on the project; and b) a new certificate of coverage showing extension of coverage, prior to the end of the coverage period, if the coverage period shown on the current certificate of coverage ends during the duration of the project; City of Denton, Texas Standard Agreement for Engineering Related Design Services Revised Date: 9/1 1/18 Page 19 of 20 Contract 7456 DocuSign Envelope ID: 0655E345-069E4F24-961F-024CCDCF797B 5) retain all required certificates of coverage on file for the duration of the project and for one year thereafter; 6)notify the governmental entity in writing by certified mail or personal delivery, within 10 days after the person knew or should have known, of any change that materially affects the provision of coverage of any person providing services on the project; and Contractually require each person with whom it contracts, to perform as required by paragraphs (1) - (7), with the certificates of coverage to be provided to the person for whom they are providing services. 7) J.By signing this contract or providing or causing to be provided a certificate of coverage, the contractor is representing to the governmental entity that all employees of the contractor who will provide services on the project will be covered by workers' compensation coverage for the duration of the project, that the coverage will be based on proper reporting of classification codes and payroll amounts, and that all coverage agreements will be filed with the appropriate insurance carrier or, in the case of a self- insured, with the commission’s Division of Self-Insurance Regulation. Providing false or misleading information may subject the contractor to administrative penalties, criminal penalties, civil penalties, or other civil actions. K. The contractor’s failure to comply with any of these provisions is a breach of contract by the contractor which entitles the governmental entity to declare the contract void if the contractor does not remedy the breach within ten days after receipt of notice of breach from the governmental entity. City of Denton, Texas Standard Agreement for Engineering Related Design Services Revised Date: 9/1 1/18 Page 20 of 20 Contract 7456 DocuSign Envelope ID: 0655E345-069E4F24-961F-024CCDCF797B CONFLICT OF INTEREST QUESTIONNAIRE - For vendor or other person doing business with local governmental entit' This questionnaire reflects changes made to the law by H.B. 23, 84th Leg., Regular Session FORM CIQ This questionnaire is being filed in accordance with Chapter 176, Local Government Code, by a vendor who has a business relationship as defined by Section 176.001(1-a) with a local governmental entity and the vendor meets requirements under Section 176.006(a) By law this questionnaire must be filed with the records administrator of the local government entity not later than the 7th business day after the date the vendor becomes aware of facts that require the statement to be filed. See Section 176.006(a-1). Local Government Code A vendor commits an offense if the vendor knowingly violates Section 176.006, Local Government Code, An offense under this section is a misdemeanor. mty' cIvIc Plus, LLC rD Check this box if you are filing an update to a previously filed questionnaire. (The law requires that you file an updated completed questionnaire with the appropriate filing authority not later than the 7th business day after the date on which you became aware that the originally filed questionnaire was incomplete or inaccurate 3 Name of local government officer about whom the information in this section is being disclosed.not applicab1 e Name of Officer Tbis section, (item 3 including subparts A, B, C & D), must be completed for each officer with whom the vendor has an employment or other business relationship as defined by Section 176.001(1-a), Local Government Code. Attach additional pages to this Form CIQ as necessary A.Is the local government officer named in this section receiving or likely to receive taxable income, other than investment income, from the vendor? [: Yes E No B Is the vendor receiving or likely to receive taxable income, other than investment income, from or at the direction of the local government officer named in this section AND the taxable income is not received from the local governmental entity? [] Yes B] No C. Is the filer of this questionnaire employed by a corporation or other business entity with respect to which the local government officer serves as an officer or director, or holds an ownership of one percent or more? E Yes m No D Describe each employment or business and family relationship with the local government officer named in this section 4 5 Dg I have no Conflict of Interest to disclose. 3/23/2021 q©$dor doing business with the governmental entity Date