HomeMy Public PortalAboutCivicPlus 11-13-15b Service & License Agreement for Tybee Island, GA
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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 V. PD 06.01.2015-0168C
Hosting, Security & CivicReady Terms & Conditions
Invoicing & Payment Terms
1. As detailed in Exhibit A – CivicPlus Project Deliverables, one half of the total First Year Fee will be invoiced at the following
times:
a. Upon contract execution – one half of the Total Fees Year 1.
b. July 5, 2016 - the remaining half of the Total Fees Year 1.
2. Annual Services will begin being invoiced one (1) year from contract execution.
3. Each year this Agreement is in effect, a technology investment, not to exceed, 5 percent (%) of the total Annual Services costs
will be applied.
4. Payment is due 30 days from date of invoice. Unless otherwise limited by law, a finance charge of 2.9 percent (%) per month
or $5.00, whichever is greater, will be added to past due accounts. Payments received will be applied first to finance charges,
then to the oldest outstanding invoice(s).
5. If a client change in timeline causes CivicPlus to incur additional expenses (i.e. airline change fees), Client agrees to
reimburse CivicPlus for those fees. Not to exceed $1,000 per CivicPlus resource per trip.
Agreement Renewal
6. This Agreement shall remain in effect for a period of one year (12 months) from signing. In the event that neither party gives
60 days’ notice prior to the end of the initial or any subsequent term, this Agreement will automatically renew for an additional
contract term. After 48 consecutive months under the terms of this contract and associated pricing, Client will be fully eligible
for a CivicPlus Basic Redesign at no additional cost.
7. Either party may terminate the agreement at the end of the contract term by providing the other party with 60 days written
notice prior to the contract renewal date.
8. In the event of early termination of this Agreement by the Client after project Go Live, Client forfeits eligibility for the CP Basic
Redesign and payment of services rendered (annual services will be prorated) is due within 15 days of termination.
9. This Agreement may be extended to any municipality in the State of Georgia to purchase at Agreement prices in accordance
with the terms stated herein.
Intellectual Property
10. Intellectual Property of the CivicPlus Government Content Management System (GCMS®) and CivicReady will remain the
property of CivicPlus.
11. Client shall not (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make
available to any third party the GCMS® software in any way; (ii) modify or make derivative works based upon the GCMS®
software; (iii) create Internet “links” to the GCMS® software or “frame” or “mirror” any GCMS® administrative access on any
other server or wireless or Internet-based device; or (iv) reverse engineer or access the GCMS® software in order to (a) build
a competitive product or service, (b) build a product using similar ideas, features, functions or graphics of the GCMS®
software, or (c) copy any ideas, features, functions or graphics of the GCMS® software. The CivicPlus name, the CivicPlus
logo, and the product and module names associated with the GCMS® software are trademarks of CivicPlus, and no right or
license is granted to use them.
Indemnification
12. Client and CivicPlus shall defend, indemnify and hold the other Party harmless, its partners, employees, and agents from and
against any and all lawsuits, claims, demands, penalties, losses, fines, liabilities, damages, and expenses including attorney’s
fees of any kind, without limitation, in connection with the operations of and installation of software contemplated by this
Agreement, or otherwise arising out of or in any way connected with the CivicPlus provision of service and performance under
this Agreement. This section shall not apply to the extent that any loss or damage is caused by the gross negligence or willful
misconduct on the part of either party.
Liabilities
13. CivicPlus will not be liable for any act, omission of act, negligence or defect in the quality of service of any underlying carrier or
other service provider whose facilities or services are used in furnishing any portion of the service received by the Client.
Service & License Agreement for Tybee Island, GA
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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 V. PD 06.01.2015-0168C
14. 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.
15. Client agrees that it is solely responsible for any solicitation, collection, storage, or other use of end-users’ Personal Data on
the website. Client further agrees that CivicPlus has no responsibility for the use or storage of end-users’ Personal Data in
connection with the website or the consequences of the solicitation, collection, storage, or other use by Client or by any third
party of Personal Data.
CivicReady Functionality
16. CivicReady provides the ability for Client to generate high-speed notifications to listed databases through an Internet-hosted
software application. Client’s database(s) shall be limited to containing contact data located within the geographic boundaries
of the Tybee Island, GA. Licensee may only place calls via the system to telephone numbers assigned within the 48
contiguous United States of America.
CivicReady Appropriate Use of Service
17. Client agrees to use Service in ways that conform to all applicable laws and regulations. Client agrees not to make any attempt
to gain unauthorized access to any of CivicReady’s systems or networks. Client agrees that neither CivicPlus nor CivicReady
shall not be responsible or liable for the content of messages created by Client, or by those who access Service, or otherwise
delivered by Service on behalf of Client.
18. Client shall be responsible for compliance with all applicable laws regarding outbound telemarketing including State and Local
telemarketing laws and requirements. Client will be solely responsible and liable for any such violations.
CivicReady Security and Confidentiality
19. CivicReady will use commercially reasonable practices and standards to secure and encrypt data transmissions. Client
understands that CivicReady is providing Service on the World Wide Web through an upstream third party Internet Service
Provider, using public utility services which may not be secure. Client agrees that CivicReady shall not be liable to Client in the
event of any interruption of service or lack of presence on the Internet as a result of disruption by the third party Internet
Service Provider or public utility. Client agrees that CivicReady cannot guarantee the integrity of Client supplied or user
supplied data. Any errors, duplications, or inaccuracies related to the Client or user supplied data will be the responsibility of
the Client.
20. CivicReady acknowledges the confidential nature of Client and user supplied data and agrees to prevent the disclosure to the
public or to anyone not employed by CivicReady, any confidential data. Data collected by CivicReady will remain secured and
will only be released upon mutual agreement by both parties or a court order. Client agrees that private citizens may
voluntarily contribute their contact information to be used in Service, and CivicReady shall maintain a database of such
information.
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Service & License Agreement for Tybee Island, GA
Exhibit A 1 of 1
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 V. PD 06.01.2015-0168C
Exhibit A - CivicPlus Project Deliverables
All Quotes are in US Dollars and Valid for 30 Days from November 13, 2015.
Annual Hosting and Security Services (Continuing GCMS® System Enhancements,
Maintenance, Support and Hosting)
Billed 12 months from contract signing; subject to annual 5% increase year 3 and beyond
$4,700
CivicReady Annual with Automated Alerts and IPAWS $3,995
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Website Hosting and Security
Server Storage not to exceed 10 GB $4,700
CivicReady Deployment with Automated Alerts and IPAWS $4,795
Total Fees Year 1 $9,495
Total Annual Fees $8,695
11/13/2015
Service & License Agreement for Tybee Island, GA
Exhibit C 1 of 1
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 V. PH 06.01.2015-0168C
Exhibit B - Premium Included Hosting
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 GCMS® 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 the event of a
cyber attack)
22 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 8 hours
Guaranteed recovery POINT objective (RPO) of 24 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
Service & License Agreement for Tybee Island, GA
Exhibit C 1 of 1
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 V. SM 06.01.2015-0168C
Exhibit C - 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’ GCMS® and associated applications. The support team is available
during these 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 two 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 Processes
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 GCMS® 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 Maintenance of CivicPlus GCMS®
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
Service & License Agreement for Tybee Island, GA
Exhibit D 1 of 2
CivicPlus • 302 S. 4th Street, Suite 500 • Manhattan, KS 66502 • www.CivicPlus.com
Toll Free 888-228-2233 • Accounting Ext. 291 • Support Ext. 307 • Fax 785-587-8951 V. SLA 06.01.2015-0168C
Exhibit D - CivicPlus Service Level Agreement
CivicPlus will use commercially reasonable efforts to make the GCMS® available with a Monthly Uptime Percentage (defined below) of
at least 99.7%, 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.
Definitions
“Monthly Uptime Percentage” is calculated by subtracting from 100% the percentage of minutes during the month in which the
CGMS, was “Unavailable.” Monthly Uptime Percentage measurements exclude downtime resulting directly or indirectly from
any Exclusion (defined below).
“Unavailable” and “Unavailability” mean:
o The HTML of the home page of the site is not delivered in 10 seconds or less 3 times in a row when tested from
inside our network and returns a status of 200.
o 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 accordance with the schedule below.
Monthly Uptime Percentage Service Credit Percentage
Less than 99.7% 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 any
refund or other payment from CivicPlus. A Service Credit will be applicable and issued only if the credit amount for the applicable
monthly billing cycle is greater than one dollar ($1 USD). Service Credits may not be transferred or applied to any other account. Unless
otherwise provided in the Client Agreement, your sole and exclusive remedy for any unavailability, non-performance, or other failure by
us 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 be
received 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 GCMS®, or any other GCMS® 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 GCMS® 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.
Service & License Agreement for Tybee Island, GA
Exhibit D 2 of 2
CivicPlus • 302 S. 4th Street, Suite 500 • Manhattan, KS 66502 • www.CivicPlus.com
Toll Free 888-228-2233 • Accounting Ext. 291 • Support Ext. 307 • Fax 785-587-8951 V. SLA 06.01.2015-0168C
Disaster Recovery Feature Service Commitment
CivicPlus will use commercially reasonable efforts to make 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
CivicPlus does 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, Physical space, 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 a data
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 upfront
payments) for the month accordance with the schedule below.
Recovery Time Objective Service Credit Percentage
8 Hours 10% of one month’s fee
Recovery Point Objective Service Credit Percentage
24 Hours 10% of one month’s fee