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Recommendation for Replacement Agenda and Meeting Management SystemCity of Dubuque City Council Meeting ITEM TITLE SUMMARY: SUGGESTED DISPOSITION: ATTACHMENTS: Description Staff Memo CivicPlus RFP Copyrighted June 3, 2024 Action Items # 05. Recommendation for Replacement Agenda and Meeting Management System City Clerk recommending Mayor and City Council approval to execute the agreement with CivicPlus for their Agenda and Meeting Management Select software to replace NovusAGENDA as the city's software for City Council meeting agendas. Suggested Disposition: Receive and File; Approve CivicPlus Select Summary of Features Agreement MSA Exhibit Certificate of Liability Insurance Type Staff Memo Supporting Documentation Supporting Documentation Supporting Documentation Supporting Documentation Supporting Documentation Dubuque City Clerk's Office THE C City Hall AII•AmericaVy � I 1 50 W. 13`h Street (563)5 e, IA9-41 52001-4864 (563) 589-4100 office DubuqDUjIBQFE I I� (563) 589-0890 fax ctyclerk@cityofdubuque.org Masterpiece on the Mississippi zoo7 zolz<zoi3 2017*20I9 www.cityofdubuque.org TO: Mayor Brad M. Cavanagh and Members of the City Council FROM: Adrienne N. Breitfelder, City Clerk SUBJECT: Recommendation for Replacement Agenda and Meeting Management System DATE: May 28, 2024 INTRODUCTION The purpose of this memorandum is to request Mayor and City Council approval for CivicPlus's Agenda and Meeting Management Select software to replace NovusAGENDA as the city's software for City Council meeting agendas. BACKGROUND NovusAGENDA has digitally managed and published the city's City Council agendas since 2011. Granicus, which acquired NovusAGENDA in 2017, will discontinue NovusAGENDA due to developing its own in-house agenda software. Key dates for discontinuing NovusAGENDA are as follows: Event Event Definition Date End -of -Support Granicus will cease to provide additional October 31, 2024 minor updates or enhancements. Critical bug fixes and security updates will continue through to the end -of -life date. End -of -Life Granicus will cease to provide all support for September 30, 2025 NovusAGENDA, including critical bug fixes and security updates. Based on the planned elimination of NovusAGENDA, city staff issued a Request for Proposals (RFP) for a replacement agenda and meeting management system. The RFP selection committee consisted of the following individuals: • Adrienne Breitfelder, City Clerk; RFP Committee Lead • Brad Cavanagh, Mayor • Trish Gleason, Assistant City Clerk • Stephanie Valentine, Executive Assistant to the City Manager • Tony Steffen, Senior Network Administrator • Felicia Carner, Multimedia Specialist • Jenny Messerich, Paralegal • Dawn March, Purchasing and Safety Coordinator The RFP was issued on February 7, 2024. Five vendor proposals were received by the March 7, 2024, deadline and are listed as follows (in alphabetical order): • CivicPlus, LLC • Cloud Driven Solutions, Inc. • Granicus, LLC • PROVOX Systems, Inc. • Tyler Technologies, Inc. Following committee evaluations of each proposal, the following three vendors were selected as finalists and were invited to participate in software demonstrations: CivicPlus, LLC; Granicus, LLC; and PROVOX Systems, Inc. Software demonstrations took place in April and were individually evaluated by the committee. After compiling committee evaluation scores for both the proposals and the software demonstrations, CivicPlus, LLC (CivicPlus) was deemed the first -ranked vendor. CivicPlus's platform, called Agenda and Meeting Management Select (Select), distinguished itself as a highly configurable solution with a modern interface. Major benefits of Select include administrator access to agenda modifications and collaboration tools such as in-app messaging and task assignments to further streamline the agenda building process. The software offers extensive customer service support and is securely hosted within the Microsoft Azure Cloud environment. CivicPlus was founded in 1998 and offers a diverse portfolio of technologies for local governments. CivicPlus has served as the city's website design and support vendor since 2008. While the city's current affiliation with CivicPlus was not considered during the evaluation process, contracting with the same vendor for multiple technologies offers benefits including uniform interfaces, consistent support services, and cost savings. The software will maintain the city's current processes for digital preparation and posting of City Council agendas while enhancing collaboration on agenda building and providing an improved public agenda view. The current scope of the software is City Council agendas with the possibility of expanding to boards and commissions agendas in the future. Further details on Select's key features can be found in CivicPlus's RFP submission and product summary pages, which are enclosed. CivicPlus will contract via a Master Services Agreement, which was reviewed by Senior Counsel Barry Lindahl. Upon approval, the transition from NovusAGENDA to Select will begin with an estimated project timeline of 20-24 weeks. Staff will coordinate with Granicus to ensure NovusAGENDA remains active until Select is operational. The specific transition timeline with key milestone dates will be communicated to the City Council and city staff once finalized. Training sessions for the City Council and city staff will be scheduled as part of the transition. Additionally, a work session will be requested to demonstrate the system's functionality to both the City Council and the public. Resources for Select will also be published on the city's website to assist the public it learning the new platform. BUDGET The cost breakdown of CivicPlus's Select is as follows: Cost Frequency Expense $14,199.75 One -Time Installation, Training, First Year Maintenance $9,233.00 Recurring Annual Maintenance Note: 5% annual uplift will be applied The City Clerk's Office annually budgets $5,800 toward maintenance of NovusAGENDA. NovusAGENDA currently costs $3,990 annually, leaving $1810 remaining. After the city provides Granicus the 30-day required notice for contract termination of NovusAGENDA, Granicus will credit the city for the prorated contract remainder. Additionally, a $21,000 improvement package was approved in Fiscal Year 2024 (FY24) for a replacement Agenda and Meeting Management System in anticipation that Granicus might discontinue NovusAGENDA in FY24. The improvement package consists of $9,000 in non -recurring expenses for one-time costs associated with installing a new Agenda and Meeting Management System. If payments for installing the new Agenda and Meeting Management System occur after FY24, then the budget amendment process will be followed to carryover the $9,000 non -recurring funds into FY25. The remaining $11,000 in recurring expenses is for ongoing maintenance and support. The following table summarizes the total funding available for a new Agenda and Meeting Management System: Amount Description $9,000 Non -recurring funds for one-time implementation costs — FY24 Improvement Package $12,810 Recurring funds for ongoing maintenance $1,810 in remaining budget from NovusAGENDA + any prorated amount based on the city's termination date of NovusAGENDA $11,000 - FY24 Improvement Package Total available funding $21,810 RECOMMENDATION I respectfully recommend Mayor and City Council approval to execute the agreement with CivicPlus for their Agenda and Meeting Management Select software. cc: Michael Van Milligen, City Manager Crenna Brumwell, City Attorney Cori Burbach, Assistant City Manager Brad Cavanagh, Mayor Trish Gleason, Assistant City Clerk Stephanie Valentine, Executive Assistant to the City Manager Tony Steffen, Senior Network Administrator Felicia Carner, Multimedia Specialist Jenny Messerich, Paralegal Dawn March, Purchasing and Safety Coordinator Barry Lindahl, Senior Counsel Chris Kohlmann, Chief Information Officer :P CIVICPLUS agenda and meeting nanagement ELECT Agenda And Meeting .ment System ,jbuque, Iowa PRESENTED BY: on, Enterprise Account Manager Table of Contents TransmittalLetter................................................................................................. 1 VendorStatement................................................................................................3 CompanyBackground..........................................................................................5 ReferenceForm...................................................................................................11 Functional Requirements...................................................................................13 Integration with Applications and Third -Party Systems.................................26 Technical Specifications....................................................................................28 ImplementationPlan...........................................................................................32 Training................................................................................................................35 OngoingSupport................................................................................................37 PriceProposal.....................................................................................................42 Statement Indicating Ability to Meeting Insurance Requirements ................45 Statement Regarding Contract Terms and Conditions...................................47 VendorAgreement.............................................................................................49 Exceptions to the RFP........................................................................................59 civicplus.com Transmittal Letter CP CIVICPLUS' March 7, 2024 Adrienne Breitfelder City Clerk Submitted via portal: cityofdubuque.sharefile.com RE: RFP for Agenda And Meeting Management System Dear Ms. Breitfelder or Selection Committee: Saving time, effort, and delivering access to public meeting information is essential to run an efficient and transparent government. Every interaction between a member of your community and your local government is an opportunity to create a positive civic experience. At CivicPlus, LLC (CivicPlus), our mission is to help make local governments work better. To do that, we build technology solutions to empower you and your staff to create digital interactions that are personalized, frictionless, and expedited. CivicPlus Agenda and Meeting Management Select (Select), is a robust, flexible, and easy -to -use suite of cloud -based tools built specifically for local governments, like Dubuque, to help you completely transform your agenda and meeting management process. By partnering with CivicPlus, you'll be able to: • Work from anywhere with Select's secure, cloud -based hosting and browser -based access • Reduce manual effort with time -saving features and fully integrated modules • Invest in a solution that is designed to grow with you as your processes and needs change • Leverage tools such as cross -departmental teams and flexible workflows to collaborate on agenda items • Tailor user access with custom permission settings • Ensure internal transparency and accountability using built-in audit trails, task tracking, and versioning • Build custom, ad hoc reports with your Select data • Effortlessly create and distribute meeting materials to residents, internal users, and elected officials Our Select solution innovators have the experience and expertise to help any administration, whether in a community of one thousand or one million, save time and money. It's why we've hired former municipal clerks to help us build an agenda and meeting management solution that is designed exclusively for local governments and the needs of their clerks and departmental stakeholders. A Dubuque and CivicPlus partnership will allow you to implement the latest innovative technology with confidence. This proposal holds valid for 120 days from March 7, 2024. Sincerely, \\ MAGGIE HENTON *w Enterprise Account Manager maggie.henton@civicplus.com 785.706.1590 COLE CHEEVER 1 Senior VP of Operations i (authorized to bind CivicPlus) 6 civicplus.com 1 302 South 4th Street, Suite 500 1 Manhattan, KS 66502 1 888.228.2233 Vendor Statement Nul`�E REQUEST FOR PROPOSALS FOR AGENDA AND MEETING MANAGEMENT SYSTEM CITY OF DUBUQUE, IOWA Masterpiece on the Mississippi Attachment 4 - Vendor Statement By submitting a response, the vendor acknowledges that the vendor is acquainted with the terms, scope, and requirements of the project based on the information contained in this RFP and any addendums. Any failure by the vendor to be acquainted with available information will not relieve the vendor from the responsibility for estimating properly the difficulty or cost of successfully performing the work available. The City is not responsible for any conclusions or interpretations made by the vendor on the basis of the information made available by the City. All issued addendums, listed by the vendor below, have been acknowledged and are included in our response. Proposals that do not acknowledge addendums may be rejected. Addendum # Initials Cole Cheever, Senior VP of Operations PRINTED NAME OF AUTH RIZED AGENT (TITLE) t March 5 2024 SIGNATURE OF AUTHORIZED AGENT DATE civicplus.com 4 r'^n^r-tany ;round Uu-E Y OF Masterpiece on the Mississippi REQUEST FOR PROPOSALS FOR AGENDA AND MEETING MANAGEMENT SYSTEM Attachment 5 - Company Background Complete one form for each firm included in the proposal. CITY OF DUBUQUE, IOWA Company Background Company Name: CivicPlus, LLC Location of corporate headquarters: 302 S. 4th Street, Suite 500, Manhattan, KS 66502 Name and Title of Contact Person: Maggie Henton, Enterprise Account Manager Phone Number of Contact Person: 785.706.1590 Email Address of Contact Person: maggie.henton@civicplus.com Regional office closest to the City of Dubuque (if applicable): N/A Vendor Experience # of years in business: 25+ # of years providing systems similar to this proposal: 10+ Customer Base # of public sector clients using proposed system: 800+ # of public sector clients using proposed system in Iowa: 12 About the Compan Number of Total Employees: 850+ Number of Employees Supporting Product 48 Technical Support Individuals Maintenance and Support) if applicable): Number of Employees Dedicated to Product 56 Product or Engineering individuals Development if applicable): Any current litigation in process: None Security Breach Events occurring in the past 24 None months: civicplus.com Company Overview CivicPlus History CivicPlus began in 1998 when our founder, Ward Morgan, decided to focus on helping local governments work better and engage their residents through their web environment. Over the years, CivicPlus has continued to implement new technologies and merge with industry forerunners to maintain the highest standards of excellence and efficiency for our customers. Our portfolio includes solutions for website design and hosting, parks and recreation management, emergency and mass communications, agenda and meeting management, 311 and CRM, process automation and digital services, codification, licensing and permits, web governance and ADA remediation, social media archiving, and FOIA management. 25+ Years EXPERIENCE 10,000+ Customers 850+ Employees Inc.5000 11-time Honoree RECOGNITION GovTech 2024 Top 100 Company Stevie® Awards Recognized with multiple, global awards for sales and customer service excellence Our commitment to deliver the right solutions in design and development, end -user satisfaction, and secure hosting has been instrumental in making us a leader in government web technology. We are proud to have earned the trust of our over 10,000 customers and their 100,000+ administrative users. In addition, over 340 million residents engage with our solutions daily. Contact Maggie Henton Enterprise Account Manager maggie.henton@civicplus.com 785.706.1590 Primary Office 302 S. 4th Street, Suite 500 Manhattan, KS 66502 Toll Free: 888.228.2233 1 Fax: 785.587.8951 civicplus.com Off® civicplus.com 7 Powering & Empowering Government We empower municipal leaders to transform interactions between residents and government into consistently positive experiences that elevate resident satisfaction, increase revenue, and streamline operations. Government leaders tell us that one of their most pressing needs is to improve how residents access and experience municipal services; however, they struggle with budget cutbacks and technology constraints. CivicPlus enables civic leaders to solve these problems, making consistently positive interactions between residents and government possible. What sets us apart is our Civic Experience Platform. CivicPlus is the only government technology company exclusively committed to powering and empowering governments to efficiently operate, serve, and govern using our innovative and integrated technology solutions built and supported by former municipal leaders and award -winning support teams. With it, municipalities increase revenue and operate more efficiently while fostering trust among residents. Codification Open Records Request I J Community Development Agenda and Meeting Mangement Municipal Websites Mass Notification System I , Governing Serving C Operating I Social Media Archiving Web Accessibility Recreation nn... —ent civicplus.com Project Team From project management to technical support, a team of accountable and knowledgeable Select experts will assist you at every step to ensure your project's success and your complete satisfaction. We will assign your individual, dedicated implementation consultant before kickoff to work directly with you throughout the implementation process. Once your system configuration is complete, your implementation consultant will ensure that you and your staff are thoroughly trained on your Select solution. After go -live, your dedicated enterprise account manager and our award - winning Technical Support team will support your strategic goals long term. Dubuque's Project Team Implementation Team Manager Implementation 0 civicplus.com After Go Live Senior Director of Customer Success Consultant Technical Support Enterprise Account Manager Team Leaders Our expert team leaders will coordinate qualified specialists who will work directly with you throughout your project development and beyond. THERESA LINKLETTER, SOLUTIONS DIRECTOR OF SELECT Education- MBA Resume- Solutions Manager; Product Manager; Operations Director 15+ Years Experience - Product Management; Product Strategy; Operations AMANDA WRIGHT, IMPLEMENTATION TEAM DIRECTOR Education- BS Hospitality Management; Minor Business Administration; Minor Leadership Studies Resume- Program Manager; Brand Director; Event Producer 10+ Years Experience - Project Management; Process Optimization; Leadership JEREMY WILSON, SENIOR DIRECTOR OF CUSTOMER SUCCESS Education- BS Political Science Resume - Assistant Manager of Account Management; Solutions Specialist 5+ Years Experience - Customer Service; Leadership Sales; Team Building JIM FLYNN, DIRECTOR OF INFORMATION SECURITY Education- BA Computer Information Systems Resume - Chief Systems Architect; Information Technology Director; Software Engineer 20+ Years Experience- Cybersecurity; Network Infrastructure; System and Software Architecture civicplus.com CONFIDENTIAL 1 10 Q�f�rence Form 11 Experience References KISSIMMEE, FLORIDA 101 Church Street, Suite 500 Kissimmee, Florida 34741 Linda Hansell, City Clerk Phone: 407.518.2308 E-mail: linda.hansell@kissimmee.gov Implementation Date: December 14, 2017 Customer Duration: 6+ years MONTEBELLO, CALIFORNIA 1600 W Beverly Boulevard Montebello, California 90640 Kimberly Guillen, Senior Deputy City Clerk Phone: 323.887.1437 E-mail: kguillen@montebelloca.gov Implementation Date: March 29, 2022 Customer Duration: 1+ year LENEXA, KANSAS 12350 W 87th Street Parkway Lenexa, Kansas 66215 Jennifer Martin, City Clerk Phone: 913.477.7550 E-mail: imartin@lenexa.com Implementation Date: October 7, 2016 Customer Duration: 7+ years KALAMAZOO, MICHIGAN 241 W South Street Kalamazoo, Michigan 49007 Scott Borling, City Clerk Phone: 269.337.8792 E-mail: borlings@kalamazoocity.org Implementation Date: July 1, 2019 Customer Duration: 4+ years WALLER COUNTY, TEXAS 836 Austin Street Hempstead, Texas 77445 Debbie Hollan, County Clerk Phone: 979.826.7711 E-mail: d.hollan@wallercounty.us Implementation Date: October 12, 2022 Customer Duration: 1+ year civicplus.com CONFIDENTIAL 1 12 Functional Requirements 13 Uul`E F Masterpiece on the Mississippi REQUEST FOR PROPOSALS FOR AGENDA AND MEETING MANAGEMENT SYSTEM Attachment 7 - Functional Requirements CITY OF DUBUQUE, IOWA Vendor must reply to all features outlined with an appropriate response indicating whether your application supports (Y) or does not support (N) the feature. If an additional explanation is necessary for any response to the following questions, the vendor may submit additional documentation to elaborate. Additional documentation must include the heading Attachment 7 — Functional Requirements — Supplemental Information and reference the specific question that you are providing additional information on. Agenda Preparation Feature Y/N Secure Log -in available allowing login for users y City Clerk is centralized administrator y Ability for City Clerk to create user accounts y Ability for City Clerk to delete user accounts y Ability for City Clerk to generate password resets for users y Ability to establish "Creator" roles for users in which users can create agenda items for a specific department y Ability to establish "Approver" roles for users in which users can create and approve agenda items for a specific department y Ability to establish specific privileges for certain users (i.e. Executive Assistant to the City Manager can replace documents that were y approved in the department -level workflow Ability for users with "Approver" status to reject agenda items y Client -defined approval workflows that can be edited by the City Clerk y Users can create and submit agenda items in all major web browsers Chrome, Safari, Microsoft Edge, Firefox y Ability to create and approve agenda items via desktop, tablet, and smarthone y Ability for City Clerk to edit the agenda via desktop, tablet, and smartphone y Support for multiple meetings y Support for multiple types of meetings (i.e. regular sessions, special y sessions, etc. Ability to create meeting templates y Ability for City Clerk to modify meeting templates y Document tracking/history of each agenda item beginning to end in real time y Ability to reorder agenda items via a drag and drop option y Ability to reorder attachments within each agenda item via a drag and drop option y Dashboard for City Clerk to track the status of every agenda item in the routing process y Dashboard shows high-level status of each agenda item (ex. draft, pending, approved) y Agenda items in the dashboard view are numbered based on their y civicplus.com 14 Nul`�E REQUEST FOR PROPOSALS FOR AGENDA AND MEETING MANAGEMENT SYSTEM CITY OF DUBUQUE, IOWA Masterpiece on the Mississippi order on the agenda Ability to move or copy agenda items from one meeting to another Y Ability for multiple users to edit the agenda simultaneously (i.e. multiple users can submit agenda items simultaneously; City Clerk can Y edit agenda titles and descriptions while users are submitting and approving agenda items Ability for City Clerk to create agenda titles and descriptions for each agenda item Y Spell check enabled when creating agenda titles and descriptions Y Ability for City Clerk to select the "Suggested Disposition" for each agenda item from a re -defined drop -down menu Y Ability for specific users to edit agenda items at any time in the review process Y Supports multiple file formats for attachments, including MS Word, MS Excel, and PDF Y E-mail notifications to system users: Password resets Y Agenda item rejected for edit/correction Y Approvers notified when agenda items are pending approval Y Agenda can be downloaded as a PDF Y Cover page automatically generated for each agenda item that lists agenda item title, agenda item description, and suggested disposition Y Agenda packet generated as a PDF that includes all agenda cover pages and attachments for each agenda item Y Access to the agenda for City Council members via secure log -in Y Ability to amend the agenda after it has been made public Y Public facing agenda includes a webpage version containing hyperlinks to all agenda items and associated attachments Y Attachments can be downloaded from the public facing agenda Y Public facing agenda is available in all major web browsers (Chrome, Safari, Microsoft Edge, Firefox) Y Public facing agenda is available via desktop, tablet, and smarthone Y civicplus.com 15 Nul`�E REQUEST FOR PROPOSALS FOR AGENDA AND MEETING MANAGEMENT SYSTEM CITY OF DUBUQUE, IOWA Masterpiece on the Mississippi Meeting Minutes Tracker Feature Y/N Offering automatically included in proposal of agenda management system (i.e. not a separate offering and cost from an agenda management system) y Client -defined template y Template can be edited by the City Clerk y One -click creation from agenda y Record Roberts Rules of Order Actions motions, seconds, etc. y Record votes y Record real-time notes y Additional Items Feature Response List the maximum number of end users allowed The City can have an unlimited number of administrative users in the system. Select user permissions are extremely robust and configurable. Permissions ir to access the s stem Select are called Security Profiles and can be applied across a group of users }� or can be specific to individual users. Permissions are layered with meetings access rights, meaning a user can have a higher level of authority in one meeting type and a standard permission set in another. List the maximum number of meetings that can Select can support an unlimited number of meeting bodies and individual meetings for those groups. be created List all file formats accepted for attachments Select allows for an unlimited number of attachments. Select supports a uploaded to agenda items (i.e. Microsoft Word variety of common file formats including Microsoft Office files, PDFs, image files, and more. Proprietary files such as ArcGIS or CAD files should be converted to a PDF or other common file format before uploading. Microsoft Excel, PDF, Outlook Message Format, etc.) List the maximum file size for attachments Select allows for an unlimited number of attachments. Select supports a variety of common file formats including Microsoft Office files, PDFs, image uploaloaded to agenda items ded g files, and more. Proprietary files such as ArcGIS or CAD files should be converted to a PDF or other common file format before uploading. Individual attachments in a Microsoft Office file -type will have a size limit of 25 MB, while .PDF file attachments will have a file size limit of 300 MB. List what file formats attachments will Select will create an agenda packet in a .PDF as well as an HTML format that can be downloaded from the Public Portal. download in when selected from the public facing agenda (i.e. (i.e. Microsoft Word, PDF, etc.) Civicplus.Com 16 Features & Functionality Agenda and Meeting Management Select Solution CivicPlus' Agenda and Meeting Management Select software is the fastest, most intuitive way to streamline the entire agenda management process — from creating agenda items to managing live meetings. It provides time- saving automation while allowing clerks to balance these conveniences with manual controls and overrides. Internal collaboration with Select is easy with customized workflows, version tracking, and built-in communication tools. Our innovators designed it to offer configuration flexibility so that the solution can be scaled from the most simple agenda process to the most complex. Built-in integrations and a suite of APIs make working with other internal applications easy. Agenda and Meeting Management Select's user -defined roadmap ensures that the product will continue to grow and adapt as transparency requirements and compliance expectations change. Fully Integrated, Cloud -Based Software Suite • User-friendly, modern interface • Unlimited users • Unlimited storage • Highly configurable to your agenda and meeting management processes • Adaptable permission settings • Confidential attachments • Field -level versioning • Integrated code of ordinances Part of the Integrated CivicPlus Platform • Built-in integrations with Dropbox, Microsoft's One Drive, Google Drive, Laserfiche, Zoom, and API availability (additional fees may apply) • Single sign -on through the CivicPlus Platform • Secure Cloud -Based Hosting • Automatic Updates • Customer -Defined Roadmap • Enhanced Analytics for Data Visibility Our powerful CivicPlus Platform is the foundation on which all our CivicPlus solutions are built, allowing them to work seamlessly and securely, leveraging existing data, and reducing information silos so your administrative staff can collaborate efficiently. Administrators can take advantage of authentication using our identity provider integrations to provide a single sign -on experience for internal users. The entire solution is cloud -based, eliminating the need for internal application management. Agenda and Meeting Management Select is hosted in Microsoft's Azure cloud service, providing a stable multi-user environment while ensuring high availability and uptime. CivicPlus is also the only technology provider that offers an integration between our agenda & meetings software and an online code of ordinances —with Municode Codification. civicplus.com 17 Agenda Management FLEXIBLE, CUSTOMIZED TEMPLATES Standardized templates throughout the system provide consistency and clarity to agendas, packets, staff reports, and minutes. EFFICIENTLY MANAGE AGENDA PACKETS OF ANY SIZE The software compiles your items and all the legislation, memorandums, or supporting documentation into a bookmarked PDF packet quickly and easily, no matter the size of the packet. Create multiple packet versions instantly to include or exclude specific j attachments for your different internal and external users. Last-minute changes to the agenda or packet can be made and published with minimal effort. Administrators choose what they publish to the public, internal users, and elected or appointed officials and when the information goes out. Automated email notifications can be enabled so all users, both internal and external, know when the meeting documents are published. CONVENIENT, ANYTIME AGENDA MODIFICATIONS Changes to the agenda can be made at any time by administrators without affecting global configurations or settings. Drag -and -drop reordering allows you to move items and automatically renumbers everything on the agenda. One - touch copy and move functions enable you to duplicate or move agenda items from meeting to meeting, eliminating the need for duplicate data entry. CREATE AGENDA ITEMS IN SECONDS An easy -to -use item entry allows staff members to enter agenda items, upload attachments, and send through the workflow with a few clicks. Configurable field types and our embedded text editor ensure that you are capturing all the information needed for Select to generate staff reports. Automated PDF file conversion and built-in integrations with Microsoft's OneDrive and Google Drive simplify the inclusion of supporting documentation and attachments. AUTOMATE YOUR APPROVALS PROCESS The workflow engine streamlines the routing of your agenda items, automates notifications, and gives full transparency to collaborators as it passes through the approval process. As contributors change items, the system tracks revisions, keeping them visible within the item fields and on the item timeline. In-app messaging and task assignments keep everyone in the loop and agenda prep moving forward. CUSTOM TAGS TO GROUP LIKE AGENDA ITEMS Administrators can set up tags that can be used by staff when creating their agenda items for improved searching and reporting. Associate like content with pre -defined tags relevant to your community. civicplus.com 18 Meeting Management AUTOMATED MINUTES SETUP A fully -integrated minutes module will automatically migrate all your agenda content. No manual pre -meeting minutes setup or agenda import is required. Move from the meeting agenda to the minutes module with a single click. KEEP UP WITH THE MEETING ACTION Meetings move fast. Agenda and Meeting Management Select's cloud -based platform allows you to move quickly through your agenda items, recording official actions and discussion, without having to wait for the system to catch up. The clean, intuitive interface gives single -screen access to all your meeting controls. SPEAKER MANAGER Speakers can be added to the discussion at any time during the live meeting, while the built-in speaker timer helps keep meetings running efficiently. EASY, INTUITIVE MINUTES - TAKING While in your live meeting, use the Minutes module to capture critical meeting actions from a single screen with a clean and intuitive user interface. Take roll and manage attendance, record motions and votes, enter speaker information, and record comments or discussion to be brought into your minutes document. If using CivicPlus Media's integrated video streaming and video -on -demand service, you can also create bookmarks for the accompanying video during the live meeting. civicplus.com 19 Board Portal FLEXIBLE ACCESS Your officials can choose how to access meeting content —helping them work better, faster. Efficiently deliver packets of any size by paper, email, Dropbox, OneDrive, Google Drive, or post to the Board Portal. It is optimized for all devices, including desktops, laptops, and tablets. No separate application required. A PERSONAL MEETING REPOSITORY Give officials a personal, secure location to review and take notes on all meeting content, including agendas, supporting documents, minutes, and media. FIND WHAT YOU NEED- FASTER Agenda and Meeting Management Select automatically indexes published meeting content with Board Portal search functionality, so it is easy for officials to find information quickly. Our full -text search tool empowers officials to locate past items, attachments, minutes, and agendas by searching a keyword, date range, and more. An item summary view allows officials to see the motions, votes, and any comment or discussion on the item that was recorded in the meeting minutes in an intuitive display, preventing a manual search through full minutes documents. civicplus.com 20 Public Resident Portal CONTENT ACCESSIBILITY It's not enough to be transparent by publishing your agendas and other meeting documents online. Your meeting content must be accessible to all members of the public. Closed captioning is also available with our CivicPlus Media service for live streaming and on -demand video. CONTENT TRANSPARENCY Build public trust with access to fully searchable meeting content, including legislative decisions and public meeting videos. Meet municipal transparency requirements while keeping residents engaged and informed. Public Resident Portal • Resident portal to embed on any webpage gives access to all meeting content on a single page • PDF downloads of Agenda, Packet, Minutes, Notices, and Other pertinent meeting documents • HTML agenda view hyperlinks attachments within the meeting agenda for direct access to specific documents • Full -text search and filtering options • Email notifications • Social sharing • Side -by -side agenda and video display with CivicPlus Media live streaming and on -demand video service r • Optional Motions and Vote minutes display updates the HTML agenda view to allow residents to quickly see the final disposition of agenda items without having to read full minutes documents • Mobile -responsive • Custom branding • Integrated live or on -demand video with bookmarks to easily jump to desired content • Optional public commenting forum • Easily jump to past, current, upcoming events with an embedded calendar and continuous scrolls civicplus.com 21 CivicPlus Media Today's digitally minded residents are logging more hours watching online video than ever before, and they are searching for content that ranges from entertaining, to informative. For local governments, video is a powerful mechanism for sharing news and events, encouraging civic participation, meeting transparency requirements, building a brand, recruiting employees, and encouraging residents to develop a sense of civic pride. Media is a core component of the Civic Experience Platform and is accessible through CivicPlus Municipal Websites and CivicPlus Agenda & Meeting Management Select. With CivicPlus Media, you can integrate live or recorded videos of meetings and events anywhere on your CivicPlus website that are easily accessible by residents from any desktop computer or mobile device —no technical or coding skills necessary. SIMPLE LIVE STREAM RECORDING • Immediate availability of recorded videos for on -demand viewing -no additional steps or manual file uploads • Convenient integration with social media platforms including Facebook, YouTube, and X (formerly Twitter) • High -definition video for professional -quality presentations • Link meeting agendas and bookmarks • Auto -start recordings of meetings, so video viewers never miss a moment of live proceedings AUTOMATIC VIDEO BOOKMARKING Automatically timestamp agenda items to their corresponding discussion in the meeting video so those watching the recording can quickly access topics of interest. CIVICPLUS MEDIA + ZOOM • Password protect each meeting to prevent Zoombombing • Create and share a Zoom meeting ID number only with elected officials and key staff when necessary • Mute resident participants when open comment session has ended • Control the meeting within Zoom and protect participants from attempting a screen share • Allow residents to sign up to receive a link that will allow them to issue public comments and share their screen during the session • Record and automatically upload meeting videos for on -demand playback civicplus.com 22 Custom Identity Provider (IdP) Integration More often, local government IT teams are looking to implement single sign -on (SSO) functionality to simplify user access to all web and cloud -based applications without requiring individual authentication. CivicPlus' Custom IdP Integration capabilities provide local governments with the following conveniences: • Faster and easier access to vital third -party solutions that integrate with your CivicPlus unified applications, such as CivicPlus' Municipal Websites, Recreation Management, and Agenda and Meeting Management Select • Reduced password and account maintenance • The ability to log into your CivicPlus software accounts from any device with an Active Directory username and password • Auto -account generation • Group syncing • Customization of the design of your active directory login page We offer integration with Okta, Microsoft's Entra ID (formerly Azure AD), and Microsoft's Active Directory Federation Services (AD FS) versions 4.0 and 5.0. r 0 civicplus.com 23 The Civic Experience Platform Developed specifically to enable municipalities to deliver consistently positive interactions across every department and every service, the Civic Experience Platform includes technology innovations that deliver frictionless, one -stop, and personalized resident interactions. Local governments that leverage our Civic Experience Platform also benefit from: • Single Sign -On (SSO) to all of your CivicPlus products supporting two -factor authentication and PCI Level password compatibility • A single dashboard and toolbar for administrative access to your CivicPlus software stack • Access to a continually growing and fully documented set of APIs to better connect your administration's processes and applications • A centralized data store with robust data automation and integration capabilities CIVICPLUS PORTAL CivicPlus Portal empowers residents to be more engaged and informed about progress in your community. Portal streamlines the resident user experience as they interact with the CivicPlus products leveraged by you - driving revenue, trust, and satisfaction. With a single username and password, they can watch a public meeting recording, submit a public works request, pay a utility bill, or register for an upcoming event. The result is more engaged and informed voters and fewer phone calls, walk-ins, or emails to your department asking how to find documents or submit records requests. INTEGRATION HUB Integration Hub is a tool that can help you unify your disparate cloud -based solutions and your CivicPlus solutions, assemble powerful workflows, and setup complex automations —without the need for a developer. With Integration Hub's easy -to -use drag -and -drop interface, non -technical users can build integrations for syncing content and data between CivicPlus solutions or with third parties (for an additional fee) saving your staff's valuable time. The possibilities are endless with Integration Hub, but here are a few examples of integrations you can create with Select today: • Automatically add agenda or minute files to the Document Center to be displayed on a CivicPlus Municipal Websites Central (Web Central) after they are published in Select • Set-up a workflow to post in the Web Central News Flash once you've published your Select meeting documents Shorten your pre -meeting to-do list and send your meeting information instantly with a custom integration using the Integration Hub. Laserfiche Integration With a third -party integration in Integration Hub you can route data to Laserfiche. civicplus.com 24 Integrated Code of Ordinances & Web As the only local government software provider with an integrated codification, agenda and meeting management, and municipal aA.. Mani�ipal Mangement Webskes website solution offering, our suite allows for digital transformation of the entire legislative process - from the start DaCificaGan Masa Nntaicatinn sy:te n of the agenda process to the final online publishing of the newly adopted legislation. Dpen Recarrta Request � Web Accessibility If you are a customer of CivicPlus' codification services, the cutting -edge integration between your meetings & agenda Dam nanny Recreation Development Management management and code of ordinances reduces the manual steps associated between your agenda management and codification Social Mertia chiving processes. As an example, you can send ordinances directly to ArPr ess 311 CRM Altomationantl CivicPlus for codification by our team of legal editors. When pushed Digital Services from Agenda and Meeting Management Select, this uncodified legislation will be visible on the landing page of our Online Code Hosting platform nearly instantaneously. You can also take this to the next level by integrating our Municipal Website solutions with our Online Code Hosting solution, allowing for one -stop search capabilities. With this integration, the public can instantly access your code, meetings, packets, and agendas in one simple search straight from your municipal website. EXAMPLES OF MEANINGFUL CIVIC EXPERIENCE INTEGRATIONS The following are examples of integrations between the CivicPlus Agenda and Meeting Management Select with other CivicPlus solutions and tools. If you have yet to experience all that CivicPlus can provide, please reach out for additional information and a quote. • Set-up a workflow to post in Web Central's News Flash once you've published your Municipal meeting documents. Websites • Automatically add agenda or minute files to Web Central's Document Center to be displayed on your website after they are published in Select. Central (Web . Meeting information and dates are automatically integrated to the Web Central's Central) Calendar. • Meeting files are automatically included in the website's search results. • Send adopted ordinances to the Codification Legal Team in one click. Codification • Send ordinances straight to your online code portal as "Adopted and Not Yet Codified" • Instantly link your online code to the meeting content produced within Select. civicplus.com 25 Integration with ADDlications and -Party Systems 26 THE CITY PF Du$ E Mnaferpiece on Elie Mississippi REQUEST FOR PROPOSALS FOR AGENDA AND MEETING MANAGEMENT SYSTEM CITY OF DUBUQUE, IOWA Attachment 8 - Integration with Applications and Third -Party Systems Please confirm via the following table whether your proposed system is compatible with Laserfiche, the City's Website, and Cablecast meeting manager. Question Response Is the vendor's system dependent on a " specific feature of a document management environment? Y/N If answered "Y" to the above ueStlon q , Select has a direct integration with Laserfiche that allows customers to automatically send documents (agenda, packet, and/or minutes) into Laserfiche when they are published to can the system be integrated with Select's public portal. These documents would be sent over in a PDF format and would stay OCR'd after delivery. This integration requires customers to use Laserfiche's cloud hosting. Laserfiche? The integration does not work with the on -premises hosting version of Laserfiche. Is there an hln the Ci should be aware J g �J This integration requires customers to use Laserfiche's cloud hosting. The integration does not work with the on -premises hosting version of Laserfiche. of regarding the vendor system's potential integration or interaction with Laserfiche? City Website Question Res onse Is the vendor's system dependent on a `' specific feature of the City's current website environment? Y/N If answered "Y" to the above question, is Select will integrate with the city's website. Specifically, events and meetings created in Select will automatically be included on the website's calendar on the main page. Also, the search integration with the Citywebsite tool on the city's website will also provide search results from the Select Agenda & Meetings Management module at the same time. possible? Can the public facing agenda webpage be y imbedded in a City of Dubuque webpage? Y/N Is there anything the City should be aware Select will integrate with the city's website. Specifically, events and meetings created in Select will automatically be included on the website's calendar on the main page. Also, the search of regarding the vendors stem's potential g g Y p tool on the city's website will also provide search results from the Select Agenda & Meetings Management module at the same time. integration or interaction with the City website? MeetingCablecast Manager Question Res onse Is the vendor's system dependent on " video stream f inctionali ? Y/N If answered "Y" to the above ueStlon 1S �l For our video streaming services, CivicPlus Media, we do not provide or require specific hardware to live stream. Camera, mic, encoder, and other A/V equipment would be purchased integration with Cablecastpossible? separately. Any hardware or software encoder that is capable of generating an authenticated RTMP stream can be used with our CivicPlus Media video service. Is there anything the City should be aware g �J For our video streaming services, CivicPlus Media, we do not provide or require specific J the hardware to live stream. Camera, mic, encoder, and other A/V equipment would be purchased separately. Any hardware or software encoder that is capable of generating an authenticated of regarding vendors stem's potential g g y P RTMP stream can be used with our CivicPlus Media video service. integration or interaction with Cablecast? Is the agenda output compatible with For our video streaming services, CivicPlus Media, we do not provide or require specific hardware to live stream. Camera, mic, encoder, and other A/V equipment would be purchased Cablecast display? separately. Any hardware or software encoder that is capable of generating an authenticated RTMP stream can be used with our CivicPlus Media video service. Civicplus.Com 27 Technical Specifications 28 THE CITY PF Du$ E Masterpiece on the Mississippi REQUEST FOR PROPOSALS FOR AGENDA AND MEETING MANAGEMENT SYSTEM CITY OF DUBUQUE, IOWA Attachment 9 - Technical Specifications Please respond to the following questions. You may attach additional pages if responses do not fit within the designated fields. Additional documentation must include the heading Attachment 9 — Technical Specifications— Supplemental Information and reference the specific question that you are providing additional information on. SpecificationsTechnical Network and Device Access Desktop requirements The CivicPlus Select Agenda and Meeting Management solution is a cloud - based application. There are no hardware requirements for the user. You must use a supported Internet browser and have a reliable Internet connection. Our Select option does not offer separate system environments at this time. Mobile options supported (Apple iPad app, The CivicPlus Select Agenda and Meeting Management solution is a cloud - Android App, Surface, other tablets that have been based application. There are no hardware requirements for the user. You must tested) use a supported Internet browser and have a reliable Internet connection. Our Select option does not offer separate system environments at this time. Hosting Environment — please describe the We offer cloud -based products supported by an enterprise -level hosting hosting environment including location of the environment with vigilant 24/7/365 monitoring and continual updating of hosts, replication and database environment used the client's system, including a 99.9% guaranteed uptime. Redundant power sources and internet access ensure consistent and stable connections. You'll find that our extensive, industry -leading process and procedures for protecting and hosting your site are unparalleled. We offer secure data center facilities, constant and vigilant monitoring, and updating of your system, including 99.9% guaranteed up -time (excluding maintenance). Optimal and minimum network requirements The CivicPlus Select Agenda and Meeting Management solution is a cloud - based application. There are no hardware requirements for the user. You must use a supported Internet browser and have a reliable Internet connection. Our Select option does not offer separate system environments at this time. Which web browsers are supported? Select is device agnostic. Supported browsers on a PC are the latest versions of Edge, Firefox, and Chrome. Supported browsers on a Mac are the latest versions of Safari, Firefox, and Chrome. What, if any, requirements for remote support are There are no requirements for our Web support. needed? (ie VPN, GoToMyPC) civicplus.com 29 THE. CUEY pF DUS E Masterpiece on the Mississippi REQUEST FOR PROPOSALS FOR AGENDA AND MEETING MANAGEMENT SYSTEM CITY OF DUBUQUE, IOWA Recurring Service (recommended backups, Customer files are replicated to a secondary Azure region. The Select server routine database administration, performance is backed up daily, and backups are saved for 30 days. The Recovery Point tuning, other system maintenance, etc.) Objective, the maximum amount of data loss after an incident has occurred, can be up to 24 hours because backups are only taken once a day. Therefore, if the failure occurs 1 hour before the next backup is taken, there would be 23 hours of loss. Identify any licenses, hardware, or other products Select does not require any proprietary hardware or software to be installed for not included in this proposal that would be usage. CivicPlus would own the code and software, customers own the data required to operate at a reasonably expected they input into the software. performance level for any of the proposed solutions contained in this proposal Security What security tools are provided in software? The CivicPlus Development Team develops software using the Agile development methodology. We currently work in three-week sprints, including new functionality and services, software fixes, and minor enhancements. Select is hosted in Azure, which is a shared responsibility environment and supports only the latest version for each browser to ensure we are staying up to date. Microsoft/Google/Apple is responsible for updating their portion of the environment while we are responsible for our portion (e.g., if they deprecate support of something in the latest version due to a security concern, we would update on our end to ensure the application continues to work). Identify data encryption approach used Select uses industry standard encryption algorithms provided by the dotnet core 3.1 framework. See Microsoft's documentation regarding this information for more detail. Does system support single sign on? Select is able to integrate with IdP services via the CivicPlus Platform. Supported Ides are ADFS 4.0, ADFS 5.0, Entra ID (formerly Azure AD), and Okta. civicplus.com 30 Uul`E F Masterpiece on the Mississippi REQUEST FOR PROPOSALS FOR AGENDA AND MEETING MANAGEMENT SYSTEM CITY OF DUBUQUE, IOWA Disaster Recove What is your disaster recovery plan and Select uses Azure Site Recovery (ASR) as our DRaas (Disaster Recovery as a methodology for maintaining high availability Service). In the even of an outage, we fail -over to a secondary Azure Region. including physical security and number of failover sites? Network Bandwidth What are the bandwidth requirements for optimal Broadband internet recommended. performance? City Responsibility for Installation and Maintenance Please identify the exact tasks that the City of CivicPlus utilizes a SalesForce application entitled Cloud Coach that has all the Dubuque must perform and/or be responsible essential features of any standard project management software. Customer will for to accomplish the installation and have visibility into all tasks, timelines, and Gantt charts as requested. maintenance of the system, if any. civicplus.Com 31 Implementation Plan 32 Implementation Project Timeline Twenty to Twenty -Four Weeks While every implementation is unique, the following timeline can provide you with information about the different implementation stages and what you can expect at each stage. • Project Kickoff communication including timeline, PHASE 1: INITIATE deliverables, and an implementation questionnaire to capture details for your configuration • Template Review meeting to review and discuss PHASE 2 : ANALYZE needs for Proposed Agenda Template • Obtain internal approvals on Proposed Agenda Template and send in final approval • Virtual consulting session(s) to review current processes and documents and discuss desired goals, best practices, and configuration options PHASE 3 : OPTIMIZE • Ultimate configuration is completed and handed off for review, testing, and feedback • Configuration adjustments made per submitted feedback PHASE 4: EDUCATE • Live, virtual training sessions are conducted within configured site PHASE 5: LAUNCH • Launch 0 civicplus.com 33 Ultimate Implementation Plan Methodology & Approach CivicPlus and Dubuque will jointly develop a detailed schedule and implementation plan as your project kicks off, complete with milestones and deadlines. This serves as your implementation process flow and any changes can be addressed throughout the process. Once your system is launched, you will continue to receive both technical and consultative support from our Technical Support and your Enterprise Account Manager. We meet with all our customers virtually through email, phone, and video conferencing. If the customer prefers, we can meet on -site for an additional fee. Because of the nature of our technology industry, working remotely is the "norm" and of no project concern for the development of your solution. Specifically for Dubuque's project. Implementation & Support Experience Designed for You Agenda and Meeting Management Select has the experience and expertise to help administrations of any size transform the entire meeting management process. We know implementation can't be a one size fits all solution and offer flexible packages designed to meet your desired outcomes. Our Ultimate Implementation Package is the perfect fit for transforming complex agenda and meeting processes. It is designed for organizations with more than 50 internal users, and a desire for a customized and guided implementation experience. A dedicated and knowledgeable implementation consultant will manage your project from end -to -end — consulting and collaborating with your team, applying custom configurations to meet your desired processes, and delivering live virtual training to your user groups. Key project staff will have online access to the timeline and all expected checkpoints and deliverables for a fully transparent implementation. Beyond implementation, your users will feel empowered by our in -application support tools, a full online help center, as well as phone, email, and live chat support with members of the dedicated, award -winning Technical Support team. CONSULTING Up to Four Hours of Virtual Consultation: During this consulting session, your implementation consultant will be reviewing your submitted project questionnaire with your key project staff. The implementation consultant will review your custom template designs and discuss the configurations that will be made to ensure your workflows match your current agenda and meeting processes. DESIGN We will design up to five custom templates to ensure consistency in system -generated meeting documents: Agendas, Item/Staff Report, Minutes, Agenda Script. CONFIGURATION Our team will configure your solution with unlimited customization options to map your agenda and meeting processes and ensure that your Agenda & Meeting Management solution is optimized to meet your desired goals. civicplus.com 34 Training 35 Training Virtual Training Your implementation consultant will guide user groups through live, virtual training sessions using your custom configured Agenda and Meeting Management Select solution. This proposal is currently scoped to a total of eight hours of training. Training Resources All Select customers have access to self -serve training resources via a comprehensive, online Help Center with articles and walk-through tutorials and imbedded in -application guides. Our Help Center is continually monitored and updated by our dedicated Knowledge Management Team to ensure we are providing the information and resources you need to optimize your solution. In addition, the Help Center provides our release notes to keep your staff informed of upcoming enhancements and maintenance. Online self-service help with the CivicPlus Help Center (civicplus.help) Training Requirements Arrange and provide training locations for their staff. Hold staff accountable to attend the various training sessions for admin and end users We recommend no more than 20 users per session. Individual sessions are either 30 or 60 minutes in duration. 0 civicplus.com 36 Ongoing Support 37 THE CITY OF DUB E Masterpiece on the Mississippi REQUEST FOR PROPOSALS FOR AGENDA AND MEETING MANAGEMENT SYSTEM CITY OF DUBUQUE, IOWA Attachment 12 - Ongoing Support The proposal should specify the nature of on -going support. Support must be minimally available during the City's "normal" business hours which are Monday - Friday, 8:00 a.m. - 5:00 p.m. Central Time Zone with options stated for "after hours support." Please provide information about the support your organization provides. You may attach additional pages if responses do not fit within the designated fields. Additional documentation must include the heading Attachment 12 — Ongoing Support — Supplemental Information and reference the specific question that you are providing additional information on. What are the options for technical assistance Weekday business hours for non -emergency support are from Sam - 6pm (phone/web-based help) CST. Support can be reached via phone, email, and live chat during these hours. Expected email ticket first response times for business hours are within 4-hours. Select Technical Support operates on a two -tiered support system. In the event an inquiry or support ticket needs to be escalated to another CivicPlus team, the Technical Support Team will update your Support Ticket and communicate our findings directly to you. CivicPlus also provides emergency support available 24/7/365. There is no additional cost for support related to an emergency outside of regular support hours. Describe the tracking system for ensuring requests Weekday business hours for non -emergency support are from Sam - 6pm are promptly addressed. Please include the service CST. Support can be reached via phone, email, and live chat during these level agreement with response times to issues and hours. Expected email ticket first response times for business hours are how issues maybe given priorities (ie low, within 4-hours. Select Technical Support operates on a two -tiered support medium, high) with description of response system. In the event an inquiry or support ticket needs to be escalated to another CivicPlus team, the Technical Support Team will update your expectations and contract obligations. Support Ticket and communicate our findings directly to you. CivicPlus also provides emergency support available 24/7/365. There is no additional cost for support related to an emergency outside of regular support hours. Escalation process for support tickets Weekday business hours for non -emergency support are from Sam - 6pm CST. Support can be reached via phone, email, and live chat during these hours. Expected email ticket first response times for business hours are within 4-hours. Select Technical Support operates on a two -tiered support system. In the event an inquiry or support ticket needs to be escalated to another * What hours are technical support staff available? Weekday business hours for non -emergency support are from Sam - 6pm CST. Support can be reached via phone, email, and live chat during ** Frequency and delivery mechanism for new Select works in 3-week development sprints to roll out updates and software releases enhancements every two weeks. As Select is cloud -based there is no need to manually install the updates and there is no downtime. In the case where an enhancement will have a major business impact, you will be notified in advance and invited to attend a webinar or will receive specific training information. For features and enhancements that have a minor business impact, *** Notification and delivery method for bug fixes and The CivicPlus Development Team develops software using the Agile patches development methodology. We currently work in three-week sprints, including new functionality and services, software fixes, and minor enhancements. Select is hosted in Azure, which is a shared responsibility environment and supports only the latest version for each browser to ensure we are **** civicplus.com 38 THE CITY OF DUB E Masterpiece on the Mississippi REQUEST FOR PROPOSALS FOR AGENDA AND MEETING MANAGEMENT SYSTEM CITY OF DUBUQUE, IOWA Notification of application down time (both Select works in 3-week development sprints to roll out updates and planned and unplanned) with updates on status enhancements every two weeks. As Select is cloud -based there is no need to manually install the updates and there is no downtime. In the case where an enhancement will have a major business impact, you will be notified in advance and invited to attend a webinar or will receive specific training information. For features and enhancements that have a minor business impact, an in-app notification will highlight the new feature and provide links to help center documentation. Define any service level options and/or disclose CivicPlus' maintenance and support services are always included with our which services are included in the annual contracts as a part of the annual recurring services fee. We offer one level of maintenance fees and which are optional. system maintenance and award -winning support and support and maintenance for all of our customers. Our goal is to make your job easier and more efficient, so that you can, in turn, support your community members. As CivicPlus does not provide any hardware we do not offer or require any warranties. * CivicPlus team, the Technical Support Team will update your Support Ticket and communicate our findings directly to you. CivicPlus also provides emergency support available 24/7/365. There is no additional cost for support related to an emergency outside of regular support hours. ** these hours. Expected email ticket first response times for business hours are within 4-hours. Select Technical Support operates on a two -tiered support system. In the event an inquiry or support ticket needs to be escalated to another CivicPlus team, the Technical Support Team will update your Support Ticket and communicate our findings directly to you. CivicPlus also provides emergency support available 24/7/365. There is no additional cost for support related to an emergency outside of regular support hours. *** an in-app notification will highlight the new feature and provide links to help center documentation. **** staying up to date. Microsoft/Google/Apple is responsible for updating their portion of the environment while we are responsible for our portion (e.g., if they deprecate support of something in the latest version due to a security concern, we would update on our end to ensure the application continues to work). civicplus.com 39 Continuing Services Technical Support & Services With technology, unlimited support is crucial. Our live technical support engineers based in North America are ready to answer your staff members' questions and ensure their confidence. AWARD -WINNING CivicPlus has been honored with two Gold Stevie@ Awards, three Silver Stevie@ Awards, and seven Bronze Stevie@ Awards in the categories of Front -Line 12 Customer Service Team of the Year - Technology Industries, Customer Service Training or Coaching Program of the Year - Technology Industries, Customer Service Department of the Year - Computer Software - Up to 1,000 Employees, Most Valuable Response by a Customer Service Team (COVID-19), Best Customer Satisfaction Strategy, and Remote Customer Service Innovation of the Year. The Stevie Awards are the world's top honors for customer service, contact center, business development, and sales professionals. CONTINUING PARTNERSHIP We won't disappear after your solution is launched. Your dedicated enterprise account manager will partner with you by providing information on best practices and how to utilize the tools of your new system to most effectively engage your residents. Support at a Glance • Technical support engineers available 8 a.m. - 6 p.m. (CST) Monday - Friday (excluding holidays) • Accessible via phone and email • 4-hour response during normal hours • 24/7 emergency technical support for named points of contact • Dedicated enterprise account manager Maintenance • Regular review of site logs, error messages, servers, router activity, and the internet in general • Full backups performed daily • Regularly scheduled upgrades including fixes and other enhancements • Operating system patches • Testing and development civicplus.com 40 Hosting & Security Redundant power sources and internet access ensures consistent and stable connections. We invest over 1.OM annually to ensure we adapt to the ever -changing security landscape while providing maximum availability. CivicPlus' extensive, industry -leading process and procedures for protecting and hosting your site are unparalleled. CLOUD -HOSTING WITH AZURE The infrastructure is fully hosted within the Azure Cloud environment using their Infrastructure as a Service (laaS) model. Using a mix of Azure Virtual Machines and Storage Accounts, all processing and data storage in done within this environment. All users need is a web browser to access and utilize the application. Your system is monitored 24/7/365 with a 99.9% guaranteed up -time (excluding maintenance). Additional details regarding our hosting and security services can be provided upon request. DISASTER RECOVERY Agenda and Meeting Management Select utilizes Azure's Site Recovery Services and Geographically Redundant Storage Accounts (GRS) to provide disaster recovery between Azure regions. All data is written to a GRS account which creates copies of that data in data centers across multiple Azure regions, so access to the data is always available. Site Recovery Services allows us to quickly spin up and failover to clones of our Azure Virtual Machines. 0 civicplus.com 41 Price Proposal 42 Price Proposal CivicPlus can appreciate the monetary constraints facing our governments each day. To help ease these concerns and assist with budgeting and planning, our proposed project and pricing are valid for 120 days from March 7, 2024. Development 0 Board Portal • Public Resident Portal • Unlimited Users 0 CivicPlus Media with Unlimited Storage • Unlimited Storage o Up to 3 Concurrent Streams • Agenda Management 0 Custom IdP Integration o Unlimited Boards . Integration Hub: Third Party Integration - o Custom -Developed Templates (Two Agenda Laserfiche Templates, One Item Report Template, One Minutes Template, One Agenda Script Ultimate Implementation Template) o System -Generated Staff Reports • Typical Project Timeline — 20 to 24 Weeks • Minutes Management 0 Up to 4 Hours Virtual Consulting o Record Minutes Including Motions, Votes, • Up to 8 Hours Virtual Training Speakers, and Discussion • Analytics Module Access Annual Recurring Services o Create and Save Custom Individual Views and Organizational Views • Hosting & Security o Export Views as .XLS and .CSV Files • Software Maintenance Including Service • Google Drive, OneDrive, and Dropbox Patches & System Enhancements Integrations 24/7 Technical Support • Dedicated Enterprise Account Manager Software and Annual Maintenance Cost Implementation Cost Training Cost Total 1st Year Cost Total 2nd Year Cost (includes 5% uplift) $18,433.00 $51925.00 $21400.00 $261758.00 $191354.65 civicplus.com 43 CivicPlus Project Pricing & Invoicing CivicPlus has endeavored to meet Dubuque's needs and expectations for your new CivicPlus Agenda and Meeting Management Select solution based on the information provided. The investment proposal included is subject to change should additional functionality, custom development, or project enhancements, outside of the included scope, be added before contract signing. CivicPlus prices on a per -project, all-inclusive basis. This type of pricing structure eliminates surprise costs, the uncertainty of paying by the hour, and is overall more cost-effective for our customers. It provides you with a price based on the products and features listed in this proposal that only varies if additional functionality of work, outside of the original project scope, is requested. We understand local governments must look beyond just functionality and that multiple factors come into play when determining which vendor can meet not only your functional needs but also your budgetary requirements. CIVICPLUS OFFERS: Standard Invoicing • 100% of Initial Term invoiced upon signature date • First -year Annual Services is included with your total Initial Term cost • Subsequent annual invoicing occurs on the anniversary of the contract signing date, and is subject to a five percent technology fee uplift each year starting in year 2 of your contract Customized Billing/Invoicing • Other billing options can be discussed before contract signing and, if feasible, a plan developed that works for all parties • Not available with all CivicPlus products —please contact your enterprise account manager for more details We will work with you before contract signing to determine which of our billing processes will meet both your needs for budget planning and our accounting processes. Proposal as Non -Binding Document A successful project begins with a contract that meets the needs of both parties. This proposal (including all supporting, technical, or specification documents required for submittal with the current RFP) is intended as a non- binding document, and the contents hereof may be superseded by an agreement for services. Its purpose is to provide information on a proposed project we believe will meet your needs based on the information available. If awarded the project, CivicPlus reserves the right to negotiate the contractual terms, obligations, covenants, and insurance requirements as provided in the RFP before a final agreement is reached. For reference, CivicPlus' standard Master Services Agreement and Solutions and Services Terms and Conditions can be found online at civicplus.help/ he/en-us/p/legal-stuff. We look forward to developing a mutually beneficial contract with Dubuque. civicplus.com 44 Statement sting Ability to ng Insurance rements 45 THE CM OF DUB E Masterpiece on the Mississippi REQUEST FOR PROPOSALS FOR AGENDA AND MEETING MANAGEMENT SYSTEM CITY OF DUBUQUE, IOWA Attachment 15 - Statement Indicating Ability to Meet Insurance Requirements Please verify that the vendor is able to meet the City's insurance requirements for professional services. (See Attachment 15: Insurance Schedule J — Appendix D.) Submittal of insurance documents as part of this RFP is not required. Statement The Vendor has read and understands Attachment 15 and is able to meet the Y City's insurance requirements for professional services as modified. 0 civicplus.com 46 Statement Regarding Contract Terms and itions 47 N YOFUB E Masterpiece on the Mississippi REQUEST FOR PROPOSALS FOR AGENDA AND MEETING MANAGEMENT SYSTEM CITY OF DUBUQUE, IOWA Attachment 17 - Statement Regarding Contract Terms and Conditions The proposer must indicate that they have read and understand Attachment 16 — City of Dubuque Contract Terms and Conditions, and agree to include the clauses that are listed in Attachment 16 in the final signed contract. Any exceptions to the Contract Terms and Conditions by the Vendor must be clearly stated in Attachment 19 — Exceptions to the RFP. Y/N The Vendor has read and understands Attachment 16 - City of Dubuque Y Contract Terms and Conditions and agrees to include the clauses that are listed in Attachment 16 in the final signed contract as modified. 0 civicplus.com 48 Vendor Agreement 49 THEC[TY DP DT TB � REQUEST FOR PROPOSALS FOR AGENDA AND MEETING MANAGEMENT SYSTEM lJ CITY OF DUBUQUE, IOWA Ma UFV C9H fhc MrssFsHM Attachment 18 - Vendor Agreement If the vendor requires an agreement, then a copy of the agreement should be submitted as Attachment 18. CivicPlus Master Services Agreement This Master Services Agreement (this "Agreement") governs all Statements of Work ("SOW") entered into Nf and between CivicPlus, LLC ("CivicPlus") and the customer entity identified on the SOW ("Customer"). This Agreement governs the use and provision of any Services purchased by Customer, as described in any signed SOW, and the effective date of this Agreement shall commence on the date of signature of the SOW ("Effective Date"). If a SOW has not been executed, then the Effective Date shall be determined as the start date of implementation of any software solution b CivicPlus for Customer. CivicPlus and Customer referred to herein individually as "Party" and jointly as "Parties". Recitals I. WHEREAS, CivicPlus is engage engagement and government content, v services (the "Services"); and H. WHEREAS, Customer wishes to subscription for the ongoing use of the 1 NOW, THEREFORE, Customer and CivicPlus agree as follows: Agreement 4 Term & Ter ination 4# )viding access to proprietary community ware solutions, platforms and associated of the Services and/or receive a license 1. This Agreement shall commence on the E ve Date and shall remain in full force and effect for as long as any SOW is in effect between CivicPlus and Customer, or Services are being provided by CivicPlus to Customer, unless terminated in accordance with this'§ 1 or as otherwise provided in this Agreement (the "Term"). Either Party may terminate this Agreement or any SOW as set forth in such SOW, or at its dismxtiM(ofiiactive immediately upon written notice to the otherjVarty, 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 Customer account remaining past due for longer than 90 days is a material breach by Customer and is grounds for CivicPlus termination. CivicPlus reserves the right to withhold, remove and/or discard Customer Data without notice for any breach, including, without limitation, Custompr's non-payment. Upon termination for Customer's breach, Customer's right to access or use Customer Data immediately ceases, and CivicPlus shall have no obligation to maintain or forward any Customer Data. 2. Upon termination of this Agreement or any SOW for any reason, (a) the licenses granted for such relevant SOW by § 11 below will terminate and Customer shall cease all use of the CivicPlus Property and Services associated with the terminated SOW and (b) any amounts owed to CivicPlus for work performed prior to termination shall immediately become due in full and payable. If Customer has paid in advance for the Services, and this Agreement terminates due to material breach of this Agreement by CivicPlus, CivicPlus shall refund Customer a prorated amount of any amount already paid. Upon termination by Customer for convenience or due to material breach by Customer, in addition to any remedy civicplus.com 50 CP CIVICPWS provided in this Agreement or provided in law or equity, CivicPlus shall be entitled to retain any amounts already paid. Sections 7, 8, 10, 14, 15, 18, 32 -34, 40, and 42 will survive any expiration or termination of this Agreement. 3. At any time during the Term, CivicPlus may, immediately upon notice to Customer, suspend Customer and any of its Users access to any Service due to a threat to the technical security or technical integrity of the Services. Invoicing & Payment Terms 4 4. Customer will pay the amounts owed to CivicPlus for the development and implementation of the Custo Services, as defined in the SOW ("Project Development"), subscription an licensing, and annual hosting, support d maintenance services ("Annual Recurring Services") in accordance with t payment schedule set forth on the 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 Customer (the "Contact Sheet"). Customer shall provide accurate, current and complete information of Customer's legal business name, address, email address, and phone number in the Contact Sheet upon submission of a signed SOW. Customer will maintain and promptly update the Contact Sheet information if it should change. Upon Customer's request, CivicPlus will mail hard -copy invoices for a $5.00 convenience e to be added to the mailed invoice. 5. Each SOW will state the amount of days frjLm date of invoice payment is due. 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 Laid. Payments received will be applied first to finance charges, then to the oldest outstanding invoice(s). If the Customer's account exceeds 60 day�&,past due, support will be discontinued until the Customer's account is made current. If the Customer's account exceeds 90 days past due, CivicPlus may suspend in progress Project Development and Annual Recurring Services will be discontinued, and the Customer will no longer have access to the Services until the Custome ount is made c *iCustomer Customer will be given 15 days' notice prior to discontinuation of Services for non-payment. 6. During the performance of P ject Developmen, requests 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, Customer, does not show up for scheduled meetings or trainings), Customer agrees to reimburse CivicPlus for such additional expenses. CivicPlus shall notify Customer prior to incurring such expenses and shall only incur those expenses which are approved by Customer. Ownership& Content des onsibilit p y I .. 0Up n full and complete payment of amounts owed for Project Development under the applicable SOW, Customer will own any website graphic designs, Services content, module content, importable/exportable data, and archived information ("Customer Content") created by CivicPlus on behalf of Customer pursuant to this Agreement. "Customer Content" also includes, without limitation, any elements of text, graphics, images, photos, audio, video, designs, artworks, logos, trademarks, services marks, and other materials or content which Customer provides to CivicPlus for processing, transmission, storage, or inputs into any website, software or module in connection with any Services. Customer Content excludes any content in the public domain and any content owned or licensed by CivicPlus, whether in connection with providing ices or otherwise. 8. Upon completion of the Project Development, Customer will take over the management and control of the Services and Customer will assume full responsibility for Customer Content maintenance and administration. Customer, not CivicPlus, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and civicplus.com 51 CP CIVICPWS intellectual property ownership or right to use of all Customer Content. Customer hereby grants CivicPlus a worldwide, non-exclusive right and license to reproduce, distribute and display the Customer Content as necessary to provide the Services. Customer represents and warrants that Customer owns all Customer Content or that Customer has permission from the rightful owner to use each of the elements of Customer Content and that Customer has all rights necessary for CivicPlus to use the Customer Content in connection with providing the Services. Customer agrees that CivicPlus shall not be responsible or liable for the content of messages created by Customer or by Customer's Users or end -users who access Service. Notwithstanding the foregoing, CivicPlus retains the right, but not the obligation, to remove any Customer Content that is libelous, harassing, abusive, fraudulent, defamatory, excessively profane, obscene, abusive, hate related, violent, harmful to minors, that advocates racial or ethnic intolerance, intended to advocate or advance computer hackin or cracking, or other material, products or services that violate or encourage conduct that would violate any laws or t party rights. ,A, 9. At any time during the term of the applicable SOW, Customer will have the ability to download the Custo ontent and export the data that is processed through the Services ("Customer Data"). Customer may request Civic his to perform the export of Customer Data and provide the Customer Data to Customer ika commonly used format, at�y time, for a fee to be quoted at time of request and approved by Customer. Upon termination of the applicable SOW for any reason, whether or not Customer has retrieved or requested the Customer Data, CivicPlus reserves the right to permanently and definitively delete the Customer Content and Customer Data held in the Services thirty (30) days following termination of the applicable SOW. During the thirty (30) day period'following termination of the SOW, reglModless of the reason for its termination, Customer will not have access to the Services. 10. Intellectual Property in the software or of r original works created by or licensed to CivicPlus, including all software source code, documents, and materials used in performing the Services ("CivicPlus Property") will remain the property of CivicPlus. CivicPlus Property specifically excludes Customer Content. Customer 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, e4eept 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 Customer, to use the Services; (iv) reverse engineer, decompile, disassemble or otherwise attempt to obtain the software source code to all or any portion of the Services; (v) make any attempt to gain unauthorized acceasto the Services and/or any of CivicPlus' systems or networks; or (vi) access any CivicPlus Property in order to: (a) bttild 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. ed Customer complies with the terms and conditions herein, the relevant SOW, and license restrictions set m 0, CivicPlus hereby grants Customer a limited, nontransferable, nonexclusive, non -assignable license to access ?and use the CivicPlus Property associated with any valid and effective SOW, for the term of the respective SOW. The license set forth herein, shall only apply to the extent that Customer is using the Services for legitimate business use as intended by the' purpose of the Services and not for the purpose of comparing the Services to a competitor or similar product -of CivicPlus. Customer hereby warrants and affirms its purpose in accessing or otherwise using the Services is for their intended purpo se only and understands and agrees that any other use shall be considered fraud. 12. 11 CivicPlus helpful information and user's guides for the Services ("Documentation") are maintained and updated elec nically by CivicPlus and can be accessed through the CivicPlus "Help Center". CivicPlus does not provide paper copies of its Documentation. Customer and its Users are granted a limited license to access Documentation as needed. Customer shall not copy, download, distribute, or make derivatives of the Documentation. 13. Customer acknowledges that CivicPlus may continually develop, alter, deliver, and provide to the Customer ongoing 0 civicplus.com 52 CP CIVICPWS innovation to the Services, in the form of new features and functionalities. 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 Customer at no additional charge. In the event that CivicPlus creates new products or significant enhancements to the Services ("New Services"), and Customer desires these New Services, then Customer will have to pay CivicPlus the appropriate fee for the access to and use of the New Services. CivicPlus shall use its reasonable best e4,is!hed vide workarounds in the event any modification to the Services causes Customer to lose substantial functionalityces. 14. CivicPlus in its sole discretion, may utilize all comments and suggestions, whether writtenlor or by Customer toCivicPlus in connection with its access to and use of the Services (all reports, comments and suggestion provided by Customer hereunder constitute, collectively, the "Feedback"). Customer hereby grants to CivicPl worldwide, non-exclusive, irrevocable, perpetual, royalty -free right and license to incorporate the ]Feedback in the CivicPlus products and services. Indemnification r 15. CivicPlus will defend at its expense or settle any third- arty claim against Customer alleging that the Services provided under this Agreement infringe intellectual property rights. CivicPlus will pay infringement claim defense costs, CivicPlus—negotiated settlement amounts, and damages finally awarded by a court. CivicPlus has no obligation for any claim of infringement arising from Customer's Ae of the Services for purposes not contemplated by this Agreement. CivicPlus's indemnification obligations underois Section 15 are conditioned upon the Customer (i) promptly notifying the CivicPlus of any claim in writing; (ii) cooperating with CivicPlus in the defense of the claim; and (iii) granting CivicPlus sole control of the defense or settlement of the claim. The indemnification obligations of CivicPlus herein shall not apply to any claims of intellectual property infringement related to Cliervontent. Responsibilities of thrties 11W 16. CivicPlus will not be liable to y 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 CuWnner. 17. CivicPlus will not be liable for�failureVerformance that is caused by or the result of any act or omission by Customer or any entity employed/contracted on.the Customer's behalf. During Project Development, Customer will be responsive and cooperative with CivicPlus to ensure the Project Development is completed in a timely manner. tand mer agrees that it is solely responsible for the end -user's personal data that Customer decides to solicit, collect, ore, or otherwise use in connection with any Service provided by CivicPlus. Customer understands and agrees that vicPlus provides certain solutions with increased security measures for the solicitation and storage of any sensitive data, it is Customer's responsibility to determine whether the data it solicits and collects should be stored in such solutions. Customer understands and agrees that CivicPlus does not have knowledge or control over what type of data Customer solicits therefore 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 Customer or by any third party of any perso,jgg.data. Customer has the sole control and responsibility over the determination of which data and information shall be ifflTuded in the content that is to be transmitted and stored by CivicPlus. Customer shall not provide to CivicPlus or allow to be provided to CivicPlus any content that (a) infringes or violates any 3rd parry's intellectual property rights, rights of publicity or rights of privacy, (b) contains any defamatory material, or (c) violates any federal, state, local, or foreign laws, regulations, or statutes. civicplus.com 53 CP CIVICPWS 19. Customer is responsible for all activity that occurs under Customer's accounts by or on behalf of Customer. Customer agrees to (a) be solely responsible for all designated and authorized individuals chosen by Customer ("User") activity, which must be in accordance with this Agreement and the CivicPlus Terms of Use; (b) be solely responsible for Customer 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 Customer willAise 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; (e) use commercially reasonable efforts to prevent unauthorized access to or use of the Services and CivicPlus Property and shall promptly notify CivicPlus of any unauthorized access or use of the Services and/or CivicPlus Prope and any loss or theft or unauthorized use of any n User's password or username and/or personal information; and (f) 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. 21. CivicPlus shall not be responsible for any actor omission -party ven rvic/pthat Customer has selected to integrate any of its Services with. I 22. Customer understands that CivicPlus must fastidi usly allocate resources across all of its stomers and specifically reserves necessary resources for Customer's Project Development. If any professional services, such as consulting or training, purchased by Customer are not use during the Project Development phase solely due to the inaction or unresponsiveness of Customer, then these se ces shall expire 30 days after completion of Project Development. The Customer may re -schedule any unused professional services during thisL30-day period as mutually agreed upon by the Parties. Any professional services that have not ben used or rescheduled shall be marked as complete and closed upon the expiration of the 30-day period. Data Security 23. CivicPlus shall, at all times, co ith the s and conditions of its Privacy. CivicPlus will maintain commercially reasonable administrativ , physical, and technical safeguards designed to protect the security and confidentiality oaf Customer Data. CivicPlus will not modify Customer Data or disclose Customer Data, except (a) in order to provide the Services; (b) to prevent or address ser�ice or technical problems in connection with support matters; (c) as specifically directed or expressly permitted in writing by Customer, (d) in compliance with our Privacy; or (f) if compelled by law. Notwithstanding the foregoing, CivicPlus reserves the right to delete, suspend, or block known malicious accounts without Customer authorization. Customer understands that CivicPlus has no obligation to provide the Services or�maintain the Customer Data, information or other material if Customer's accounts are past due and unpaid as set forth in this Agreement. 24. Customer acknowle and agrees that CivicPlus utilizes third -party service providers to host and provide the Services and store Custome a and the protection of such data will be in accordance with such third party's safeguards for the protection and the s curity and confidentiality of Customer's Data. Notwithstanding anything to the contrary, CivicPlus shall have the right to collect and analyze data and other information relating to the provision, use and performance of various aspects of the Services and related systems and technologies (including, without limitation, information concerning Customer Data and data derived therefrom), and CivicPlus will be free (during and after the term hereof) to use such information and data to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other CivicPlus offerings. 25. CivicPlus may offer Customer the ability to use third -party applications in combination with the Services. Any such third -party application will be subject to acceptance by Customer. In connection with any such third -party application civicplus.com 54 CP CIVICPWS agreed to by Customer, Customer acknowledges and agrees that CivicPlus may allow the third -party providers access to Customer 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 Customer to agree to a separate agreement or terms and conditions with the provider of the third -party application, which will govern Customer's use of such third -party application. 26. In the event of a security breach due to the sole negligence, malicious actions, omissions, or misconduct of lus, CivicPlus, as the data custodian, will comply will all remediation efforts as required by applicable federal a e law. Civicfts Support 27. CivicPlus will use commercially reasonable efforts to perform the Services in a manner consistent with ap able industry standards, including maintaining Services availability 24 hours a day, 7 days a week with 99.9% uptime. C stonier will have 24/7 access to the online CivicPlus Help Center (civicplus.help) to review use articleeentifypotential st practices, receive maintenance release notes, as well as submit and monitor on -channel support tickets ation specific support contact methods (https://www.civicplus.help/hc/en-us/requests/new). 28. CivicPlus provides live support engineers based in the domestic United States toic questions concerning use and configuration, to diagnose software code -related ergs, and proactively i systems issues. CivicPlus support engineers serve a preli ary function in the agile development process and escalate defects to software developers or architects for remediati�. For security purposes, CivicPlus support engineers are not permitted to modify user accounts, and permissions nor stribute access outside of accounts established by means of a support interaction for testing. Customer delegated Users may receive tutoria d guidance on account modifications but will perform the action themselves. 29. CivicPlus support hours spA between the hours of 7 am 7 pm C T, but may vary by product. Customer may access the CivicPlus Help Center (civicplits.help) to obtain each product's support hours. 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 Customer at the time of the request and will be subject to Customer acceptance and invoiced the next business day following the non -emergency support. CivicPlus shall have the sole discretion to determine in good faith whether sup quests qualify as an emergency, exceed reasonable use or are outside the scope of services outlined in any SOW. 30. If a reported blem cannot be solved during the first support interaction, Customer will be provided a ticket number that will be used as ommunication 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. *"e ng 31. Customer hereby auth es CivicPlus to include CivicPlus's name and logo inconspicuously within the Client's instanco-of the Services. Customer may publicly refer to itself as a customer of the CivicPlus Services, including on Customer's websited 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 purposes of providing the Services. 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. civicplus.com 55 CP CIVICPLUS Limitation of Liability 32. CivicPlus' liability arising out of or related to this Agreement, or any associated SOW, will teed the amounts paid by Customer for the Annual Recurring Services in the year prior to such claim of liability ,AW _ 33. In no event will CivicPlus be liable to Customer for any consequential, indirect, sp ciden�punitive damages arising out of or related to this Agreement. 34. The liabilities limited by Section 32 and 33 apply: (a) to liability for negligence; (b) regardless f the form of action, whether in contract, tort, strict product liability, or otherwise; (c) even if Customer is advised in advance of the possibility of the damages in question and even if such damages were foreseeable; and (d) even if Customer's remedies fail of their essential purposes. If applicable law limits the application of the provisions of this Limitation of Liability section, CivicPlus' liability will be limited to the maximum extent permissible. Warranties and Disclaimer **" 35. Each person signing the SOW, or otherwise agreeing to the terms of this Agreement, rep nts 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 representjAd warrants to the other that the execution and delivery of the SOW and the performance of such Party's obligations th4reunder 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. Customer represents and warrants that Customer has not provided any false information to gain access to the Service and that Customer's billing information provided on the Contact Sheet is correct; and it has all necessary rights in the Customer Content to permit Customer's use of the Service and to grant the licenses contained in this Agreement without infringing the intellectual property or other rights of any third parties, vio4ng any applicable laws, or violating the terms of any license or agreement to which it is bound. 6kh, IF 36. CivicPlus warrants that the Services will perform substantially in accordance with documentation and marketing proposals, and free of any material defecIVivicPlus warrants to the Customer that, upon notice given to CivicPlus of any defect in designer 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 situalton where CivicPlus approves of such modification in writing; or (ii) use of the Services in combin 'on with a third -party service, web hosting service, or server not authorized by CivicPlus. The Services may be Fremporarily unavailable for scheduled maintenance or for unscheduled emergency intenan�c, either by CivicPlus or by third -party providers, or because of other causes beyond CivicPlus's reasonable control, but CivicPlus shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption. HOWEVER, SERVICE PROVIDER DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY $E OBTAINED FROM USE OF THE SERVICES.EXCEPT FOR THE EXPRESS WARRANTIES IN THIS AGREEMENT, T11E SERVICES ARE PROVIDED "AS IS AND 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. 38. 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 CUSTOMER AND IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN 0 civicplus.com 56 CP CIVICPWS THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THIS AGREEMENT. Force Majeure 39. No party shall have any liability to the other hereunder by reason of any delay or fail rform any ligation or covenant if the delay or failure to perform is occasioned by force majeure, meaning any act od, storm, pandemic, fire, casualty, unanticipated work stoppage, strike, lockout, labor dispute, civil disturbance, riot, war, national emergenc act of public enemy, internet service provider failure or delay, third party application failure, denial of service attac other cause of similar or dissimilar nature beyond its control. Taxes 40. The amounts owed for the Services exclude, and Customer 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 Cltomer is tax-exempt, the Customer must provide CivicPlus proof of their tax-exempt s tus, wi ifteen (15) days of contract signing, and the fees owed by Customer under this Agreement w' of be taxsu mption certificate is challenged or held invalid by a taxing authority then Customer agrees to pfy�for all resulting fi , penalties and expenses. Other Documents I 41. This Agreement, includA all exhibits, amendments, and addenda hereto and all SOWs, constitutes the entire agreement between the Parties nd 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. However, to the extent of any conflict or inconsistency betyan the provision in the body of this Agreement and any exhibit, amendment, or addenda hereto or any SOW, the terms if such exhibit, amendment, addenda or SOW will prevail. Notwithstanding any language to the contrary therein, no terms or conditions stated in a Customer eurchase order or other order documentation (excluding SOWS) will be incorporated into or form any part -of this Agreeent, all such terms or conditions will be null and void, unless such term is to refer and agree to this Agreement. 4 Interlocal Purchasing Consent/ Cooperative Purchasing 42. With the prior approval of CivicPlus, 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 Customer's home -state to purchase at the SOW prices o%nd specifications in accordance with the terms stated herein. 43. 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 CivicPhis and such entity, setting forth all of the terms and conditions for such use, including applicable fees and billing terms. civicplus.com 57 CP CIVICPWS Miscellaneous Provisions 44. The invalidity or unenforceability, in whole or in part, of any provision of this Agreement shall etvoid, affect the validity or enforceability of any other provision of this Agreement. 45. 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." 46. The Parties will use reasonable, good faith efforts to resolve any dispute between them in good faith�prior to initiating legal action. 47. 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 Custome 48. Due to the rapidly changing nature of software as a se and digital communications, CivicPlus may unilaterally update this Agreement from time to time. In the event CivicPlus believes such change is a material alteration of the terms herein, CivicPlus will provide Customer with written notice describing such change via email or through its website. Customer's continued use of the Services following such updates constitut Customer's acceptance of the same. In the event Customer rejects the update to the terms herei ustomer must notiiicPlus of its objection within ten (10) days receipt of notice of such update. *#VW Idiom 0 civicplus.com 58 PNr^dmhtions to the 59 THE crrr or• DUB E Mas terpiece on the Mississippi REQUEST FOR PROPOSALS FOR AGENDA AND MEETING MANAGEMENT SYSTEM Attachment 19 - Exceptions to the RFP CITY OF DUBUQUE, IOWA Vendors may take exception to certain requirements in this RFP. Please document any exceptions via the following table. Add any additional line items for exceptions as necessary and reference any explanatory attachments within the line item to which it refers. The City, at its sole discretion, may reject any exceptions or specifications within the proposal. RFP Section #, Page # Exceptio n Explanation of why this is an issue for you Your proposed alternate to meet the City's needs Attachment 14 - PFOeF te GeMmeRGiRg werk and Can not have delivery of Strike Insurance at the eRd of the prejeGt of the COI be a material Requirements Schedulerequirement of the 1 — 1 days. GGRtraGt9FS preseRtiRg annual certifiGat86 shall agreement. present a cert6ficate at the end of each Page #30 Coverages are already in project with the final billipg-. lace, but sometimes takes our provider time to provide proper COI. Attachment 14 - Coverage not available Strike Insurance Governmental lrnnqUR44� Requirements Schedule ERdersement. (Sample 2 J — Exhibit I - A Page #31 Attachment 14 - Coverage not available Strike Insurance Requirements Schedule endorsement. 3J — Exhibit I - A Page #31 Attachment 14 - P010GY shall indude Waiver ef Coverage not available Strike Insurance Requirements Schedule eRdersemeRt. 4 — Exhibit I - C Page #31 civicplus.com 60 5 Attachment 14 - Insurance Requirements Schedule J — Exhibit I - E Page #32 for 5 years after completion of Our Cyber Liability coverage includes Professional liability — but not appropriate to have 5- ear requirement for SaaS services Strike 6 Attachment 14 - Insurance Requirements Schedutelimited — Exhibit I - E Page #32 Coverage for First and Third Party liability including but not to lost data and resteratmon, loss of ffincorne and cyber breach of Coverage not available Strike Attachment 16 - City of Dubuque Contract Terms and Conditions Page #35 This is not something we offer Strike diseetmts be should so stated on the bid if submittal page. quiek xes the r4ght to the however-, be based upon payment in net thirty (30) days inspeetion after r-eeeipt, and in aeeeptanee. all eases, Etuiek fforn the date the invoiee of or - the date of aeeeptanee, whiehever is later. 8 Attachment 16 - City of Dubuque Contract Terms and Conditions - ADA Compliance — 3 Page #35 We can not guarantee full WCAG compliance, alternative language offered Strike and replace with: Contractor works toward its websites and all GRIORe SePVOGes, OnGludiRg these WCAG 2.0 AA accessibili1y standards and d b -A- its website shall be highly whiGh pre compliant upon delive o the City. However, ongoing ADA compliance and maintenance is the Ci 's responsibility. 9 Attachment 16 - City of Dubuque Contract Terms and Conditions - ASSIGNMENT Page #35 Additional language offered — need ability to freely assign agreement if such an event occurs Append to end of section: Notwithstanding the foregoing, Contractor may assign and transfer all of its rights under this Agreement by a sale of a majority of its assets or er. er. civicplus.com 61 10 Attachment 16 - City of Dubuque Contract Terms and Conditions - BID INFORMATION IS UBLIC Page #35 The bid and all dGGUMeRtS Need protection for roprietary info and trade secrets Strike and replace with: The bid and all documents subject to lowa Code Chapter submitted with gLny bid excludiniz trade secrets or proprietpa information shall become public documents subject to Iowa Code Chapter 22 which is otherwise known as the "Iowa Open Records Law". 11 Attachment 16 - CityNeed of Dubuque Contract Terms and Conditions - CONFLICT OF INTEREST Page #36 that qualifier — to the extent of our knowledge. Otherwise, requirement is too broad Strike and replace with: The Contractor represents, warrants, and GGVenaRtS ne warrants, and covenants relationship existsex during the GentraGt that, to the extent of its Pe knowledge, no relationship exists or will nteFest. exist during the Contract period between the Contractor and the City that is a conflict of interest. 12 Attachment 16 - City of Dubuque Contract Terms and Conditions -CONTRACT DOCUMENTStake Page #36 The GeRtraGt DeGUments are— The Request and Proposal should not be part of the final agreement — and if they must be, they can not precedent over the resulting agreement and quote Strike and replace with: The Contract Documents this GGRtraGt, the Request f are this Contract the Request for Bids the Contractor's Bids and the the fG11GWiRg additional in the event of a dispute with to term following additional documents if an :the respect any or condition 6 n the Contract Documents, they Contractor's Statement of shall be interpreted in the- Work the "SOW" and the Request for Bids, the- Gentrar-ler's Bids, and the Master Services Agreement. n the event of a dispute with respect to any term or condition in the Contract Documents the shall be interpreted in the following order: this Contract the Contractor's Master Services reement the Contractor's Statement of Work, the Contractor's Bids, the Request for Bids, and the following additional documents if an : civicplus.com 62 13 Attachment 16 - City of Dubuque Contract Terms and Conditions - DISPUTES Page #36 ... all Work properly performed. Against company policy to agree to this language Strike eE)Hti"e to per-fofffl its responsibilities r-egar-diag-a4- non disputed ' without delay, afiy additional eosts, inetffred by the City of th,-&- failure to be bofne pfoceed shall by the Gontfaeter, The unintentional delayed payment by the City tO the GORtfaetOr- Of dispute in the aeeer-danee with, tefms the Gentr-aet b of will net for Contractor to ea -use stop of delay 3A'efk-. 13 Attachment 16 - City of Dubuque Contract Terms and Conditions INDEMNIFICATIONthe Page #36lesses tent Too broad — alternative language suggested Strike and replace with: Contractor will defend at pefmitted- indemnify and hold harmless -its employees, fr-efn and against all ex ense or settle an third- a claim against City alleging that the elaims, damages, and Services provided under ineluding but not this Agreement infringe t. ' the Contract, intellectual propeM rights. Contractor will pay infringement claim defense costs Contractor performance of , damages, less er- expease4s- -negotiated settlement attfibfitable to bodily ifijfff�—, amounts and damages disease death, finally awarded by a court. Contractor has no siekness, of of tH=)'tE) OF deStMetiOR Of 'neluding less ofuse obligation for an claim resulting therefrom, but only to of infringement arising the extent eaused in whole er- in from Ci 's use of the A-4-he Go-n-t-f-Aetef, Services for pWoses not contemplated by this Agreement. Contractor's omissions of anyone difeetly of indir-eetly- by the Gentfaeter- indemnification obligations under this employed er- anyone for- whose aets di*-- Contractor may be liable, Section are conditioned regardless Aeff-4,41h-ethe-v- OF HE)t such claim, damage, loss or- on the City: promptly notifying Contractor of an claim in writing, cooperating with CivicPlus in the defense of the claim; and graMin& Contractor sole control of he defense or settlement of the claim. The indemnification civicplus.com 63 obligations of Contractor herein shall not apply to gLny claims of intellectual propenry infringement elated to Customer Content. 14 Attachment 16 - City of Dubuque Contract Terms and Conditions - SAFETY DATA SHEETS age #38 ehemieal distFibuter-s' ' of applicable to SaaS services Strike hazardous lea-ving the ehemicals labeled,wof4laee is tagged, or- mafked an— to provide Safety Data Sheets "SDS) to hazardous It ehemieal pf�oduets. is the ehefnieal s"pliefis- Ai deter responsiN -,-to -mine to SDS the initial provide with it is the shipment. also ehemieal supplier's r-espensibility-te- for- any pFoduets sold a*d delive+:ed to the City of Dubuque. City Dubuque of shipment of any ehemieal that file. Safety Data etir-fently on Sheets be in shall available eompfehe civicplus.com 64 15 Attachment 16 - City of Dubuque Contract Terms and Conditionswr-44ealanguage -the SUBCONTRACTING Page #38 All Subeefi4aeter-s be We do not generally use subcontractors — need altered to be clear this would not include pre-existing vendors Strike and replace with: All Subcontractors obtained solely to provide shall GE)PAFaet_. services in connection with this agreement shall e listed in the Contract or in a written amendment to he Contract. 16 Attachment 16 - City of Dubuque Contract Terms and Conditions - TAXES Page #38 We need this language present Append to end of section: The amounts owed for the Services exclude and Customer will be responsible for all sales use, excise withholding and pLny other similar axes duties and charges of pLny kind imposed b ggny federal state or local overnmental entity in connection with the Services (excludiniz taxes based solely on CivicPlus' income). If the Customer is tax-exempt, the Customer must provide CivicPlus proof of their tax-exempt status within fifteen Q5 days of contract signing, and the fees owed by Customer under this Agreement will of be taxed. If such exemption certificate is challenged or held invalid by a taxing authorijy then Customer agrees to paL for all resulting fines penalties, and ex enses. civicplus.com 65 17 Attachment 16 - CityAlternative of Dubuque Contractprovided Terms and Conditionsreasonor-eaidse.as - TERMINATION OF CONTRACT Page #38prepared language - cannot accept is Strike and replace with: Either Pany ma terminate this Ajzreement all f4fliShed OF ' or an SOW as set forth in such SOW or at its discretion effective immediately a on written or- fumished by the GontraeteT- under- the CoatT-aet shall, a4 the notice to the other Part the City, become it's if the other Pa materially breaches an option of if the Gentfaet-ls pr-epefty. teFmina4ed by the City as-- her-ein, the CwAfaeter- rovision of this Agreement and does not provided shall be for- all 3A'ofk w-hieh substantially cure the paid has been au�hor-ized, pr-Ovided, and approved up to the effeetive reach within thi 30 days after receiving notice will not be stibjeet to any- tefmin4ion fees ffem the- of such breach. A delinquent Customer account remaining past due for longer than ninet 90 days is a material reach by Customer and is rounds for CivicPlus ermination. CivicPlus reserves the right to withhold, remove and/or discard Customer Data without notice for an reach including, without limitation Customer's on- a ment. Upon termination for Customer's breach Customer's right to access or use Customer Data immediately ceases and CivicPlus shall have no obhization to maintain or forward gLny Customer ata. civicplus.com 66 18 Attachment 16 - City of Dubuque Contract Terms and Conditions - WARRANTIES - WORK Page #38 Replaced with the extent of warranty language that we can agree to Strike and replace with: CivicPlus warrants that eFfofm ,- for- the City ,..ei4aifijfig4o-- the Services will perform substantially in accordance with and marketing proposals, and Alofk its and all of eemponentsdocumentation shall be free of defects; shall be eons;stent W., h other- free of an material defect. CivicPlus warrants o the Customer that a on and appliea4ion; and sha4- eonfefm to the r-equir-emeats of the GopAr-aet-. Goatfaetor- shall be r-es-ponsible notice aiven to CivicPlus of wny defect in design or fault or improper workmanship, CivicPlus for- the qualit-y, teel*iie4- accuracy, completeness and ill remedy any such defect. CivicPlus makes eeor-dination of all Wor-k o warran1y regarding, and will have no responsibility for an Goatfaeter- shall, pr-omptly and claim arising out of: a modification of the Services made by anyone result of Con aeter-'s aets, errors, or omissions witl+- respeet to the qttality and- aeeufaey of the 3A'ofk. Gon4faetor- be other than CivicPlus even in a situation where CivicPlus approves of such modification in ritin • or use of the shall responsible fer- any and all damages to pr-opet4y or- per -sons as a result Services in combination of 'with a third-pagy service and for- any 1 web hosting service or server not authorized b based the Work CivicPlus. tipen as a r-estilt exist without regard to, and be to I -- shall not eoastpded by, the waived availability of civicplus.com 67 Attachment 16 - CityAdded a knowingly Strike and replace with: of Dubuque Contract standard The Contractor further and warrants 19 Terms and Conditionsrfla4er-igsrepresents - WARRANTIES -ifIfFinge upon the eepyr-ight, that the materials and tfade Works does not INTELLECTUAL ' PROPERTY knowingly infringe upon law or any other rights of any per -son, 414H or- ear-per-ation or- he copyright, trademark Page #38 & 39 trade name trade dress patent, statutory, common other entity, law or any other rights of an person, firm or co oration or other gntit . 20 Attachment 16 - City Additional Terns necessary for Additional terms need to Please see language on of Dubuque Contract SaaS agreement. be included to cover Appendix A. Terms and Conditions aspects of a SaaS agreement. 0 civicplus.com 68 Appendix A 1. Upon full and complete payment of amounts owed for project development under the applicable SOW. Customer will own the website graphic designs, webpage or Services content, module content, importable/exportable data, and archived information ("Customer Content") created by CivicPlus on behalf of Customer pursuant to this Agreement. "Customer Content" also includes any elements of text, graphics, images, photos, designs, artworks, logos, trademarks, services marks, and other materials or content which Customer provides or inputs into any website, software or module in connection with any Services. Customer Content excludes any content in the public domain; and any content owned or licensed by CivicPlus, whether in connection with providing Services or otherwise. 2. Upon completion of the project development, Customer will assume full responsibility for Customer Content maintenance and administration. Customer, not CivicPlus, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Customer Content. Customer hereby grants CivicPlus a worldwide, non-exclusive right and license to reproduce, distribute and display the Customer Content as necessary to provide the Services. Customer represents and warrants that Customer owns all Customer Content or that Customer has permission from the rightful owner to use each of the elements of Customer Content; and that Customer has all rights necessary for CivicPlus to use the Customer Content in connection with providing the Services. At any time during the term of the applicable SOW, Customer will have the ability to download the Customer Content and export the Customer data through the Services. Customer may request CivicPlus to perform the export of Customer data and provide the Customer data to Customer in a commonly format at any time, for a fee to be quoted at time of request and approved by Customer. Upon termination of the applicable SOW for any reason, whether or not Customer has retrieved or requested the Customer data, CivicPlus reserves the right to permanently and definitively delete the Customer Content and Customer data held in the Services thirty (30) days following termination of the applicable SOW. During the thiM (30) dqyperiod following termination of the SOW, regardless of the reason for its termination, Customer will not have access to the Services. 4. 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 of CivicPlus. CivicPlus Property specifically excludes Customer Content. Customer shall not (i) license, sublicense, sell, resell, reproduce, transfer, assign, distribute or otherwise commercially exploit or make available to an, t�party any CivicPlus Prope , in any way, except as specifically provided in the applicable SOW; (ii) adgpt, 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 Customer, 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 Prope , , or (c) copy M 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. 5. Provided Customer complies with the terms and conditions herein, and license restrictions set forth in this section, CivicPlus hereby grants Customer a limited, nontransferable, nonexclusive, license to access and use the CivicPlus Property associated with this Agreement for the term of this Agreement. 0 civicplus.com 69 6. 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 M portion of the Service received by the Customer. 7. CivicPlus will not be liable for any failure of performance that is caused by or the result of any act or omission by Customer or any employed/contracted on the Customer's behalf. During Project Development, Customer will be responsive and cooperative with CivicPlus to ensure the Project Development is completed in a timely manner. 8. Customer 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. Customer 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 Customer or by any third party of personal data. 9. CivicPlus shall, at all times, comply with the terms and conditions of its Privacy (the "Privacy Policy" found at hgps://www.civicplus.com/privagy_policy"). CivicPlus will maintain commercially reasonable administrative, physical, and technical safeguards designed to protect the security and confidentiality of Customer 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 Customer; or (d) in compliance with our Privacy Policy, CivicPlus will not modify Customer data or disclose Customer data, unless specifically directed by Customer or compelled by law. Notwithstanding the foregoing, CivicPlus reserves the right to delete known malicious accounts without Customer authorization. 10. CivicPlus' liability arising out of or related to this Agreement, or any associated SOW, will not exceed th e Annual Recurring Services amounts paid by Customer in the year prior to such claim of liability_ 11. No terms or conditions stated in a Customer purchase order or other order documentation (excludingSOWs) will be incorporated into or form any part of this Agreement, all such terms or conditions will be null and void, unless such term is to refer and agree to this Agreement. 0 civicplus.com 70 Features & Functionality Agenda and Meeting Management Select Solution CivicPlus' Agenda and Meeting Management Select software is the fastest, most intuitive way to streamline the entire agenda management process — from creating agenda items to managing live meetings. It provides time- saving automation while allowing clerks to balance these conveniences with manual controls and overrides. Internal collaboration with Select is easy with customized workflows, version tracking, and built-in communication tools. Our innovators designed it to offer configuration flexibility so that the solution can be scaled from the most simple agenda process to the most complex. Built-in integrations and a suite of APIs make working with other internal applications easy. Agenda and Meeting Management Select's user -defined roadmap ensures that the product will continue to grow and adapt as transparency requirements and compliance expectations change. Fully Integrated, Cloud -Based Software Suite • User-friendly, modern interface • Unlimited users • Unlimited storage • Highly configurable to your agenda and meeting management processes • Adaptable permission settings • Confidential attachments • Field -level versioning • Integrated code of ordinances Part of the Integrated CivicPlus Platform • Built-in integrations with Dropbox, Microsoft's One Drive, Google Drive, Laserfiche, Zoom, and API availability (additional fees may apply) • Single sign -on through the CivicPlus Platform • Secure Cloud -Based Hosting • Automatic Updates • Customer -Defined Roadmap • Enhanced Analytics for Data Visibility Our powerful CivicPlus Platform is the foundation on which all our CivicPlus solutions are built, allowing them to work seamlessly and securely, leveraging existing data, and reducing information silos so your administrative staff can collaborate efficiently. Administrators can take advantage of authentication using our identity provider integrations to provide a single sign -on experience for internal users. The entire solution is cloud -based, eliminating the need for internal application management. Agenda and Meeting Management Select is hosted in Microsoft's Azure cloud service, providing a stable multi-user environment while ensuring high availability and uptime. CivicPlus is also the only technology provider that offers an integration between our agenda & meetings software and an online code of ordinances —with Municode Codification. civicplus.com 17 Agenda Management FLEXIBLE, CUSTOMIZED TEMPLATES Standardized templates throughout the system provide consistency and clarity to agendas, packets, staff reports, and minutes. EFFICIENTLY MANAGE AGENDA PACKETS OF ANY SIZE The software compiles your items and all the legislation, memorandums, or supporting documentation into a bookmarked PDF packet quickly and easily, no matter the size of the packet. Create multiple packet versions instantly to include or exclude specific j attachments for your different internal and external users. Last-minute changes to the agenda or packet can be made and published with minimal effort. Administrators choose what they publish to the public, internal users, and elected or appointed officials and when the information goes out. Automated email notifications can be enabled so all users, both internal and external, know when the meeting documents are published. CONVENIENT, ANYTIME AGENDA MODIFICATIONS Changes to the agenda can be made at any time by administrators without affecting global configurations or settings. Drag -and -drop reordering allows you to move items and automatically renumbers everything on the agenda. One - touch copy and move functions enable you to duplicate or move agenda items from meeting to meeting, eliminating the need for duplicate data entry. CREATE AGENDA ITEMS IN SECONDS An easy -to -use item entry allows staff members to enter agenda items, upload attachments, and send through the workflow with a few clicks. Configurable field types and our embedded text editor ensure that you are capturing all the information needed for Select to generate staff reports. Automated PDF file conversion and built-in integrations with Microsoft's OneDrive and Google Drive simplify the inclusion of supporting documentation and attachments. AUTOMATE YOUR APPROVALS PROCESS The workflow engine streamlines the routing of your agenda items, automates notifications, and gives full transparency to collaborators as it passes through the approval process. As contributors change items, the system tracks revisions, keeping them visible within the item fields and on the item timeline. In-app messaging and task assignments keep everyone in the loop and agenda prep moving forward. CUSTOM TAGS TO GROUP LIKE AGENDA ITEMS Administrators can set up tags that can be used by staff when creating their agenda items for improved searching and reporting. Associate like content with pre -defined tags relevant to your community. civicplus.com 18 Meeting Management AUTOMATED MINUTES SETUP A fully -integrated minutes module will automatically migrate all your agenda content. No manual pre -meeting minutes setup or agenda import is required. Move from the meeting agenda to the minutes module with a single click. KEEP UP WITH THE MEETING ACTION Meetings move fast. Agenda and Meeting Management Select's cloud -based platform allows you to move quickly through your agenda items, recording official actions and discussion, without having to wait for the system to catch up. The clean, intuitive interface gives single -screen access to all your meeting controls. SPEAKER MANAGER Speakers can be added to the discussion at any time during the live meeting, while the built-in speaker timer helps keep meetings running efficiently. EASY, INTUITIVE MINUTES - TAKING While in your live meeting, use the Minutes module to capture critical meeting actions from a single screen with a clean and intuitive user interface. Take roll and manage attendance, record motions and votes, enter speaker information, and record comments or discussion to be brought into your minutes document. If using CivicPlus Media's integrated video streaming and video -on -demand service, you can also create bookmarks for the accompanying video during the live meeting. civicplus.com 19 Board Portal FLEXIBLE ACCESS Your officials can choose how to access meeting content —helping them work better, faster. Efficiently deliver packets of any size by paper, email, Dropbox, OneDrive, Google Drive, or post to the Board Portal. It is optimized for all devices, including desktops, laptops, and tablets. No separate application required. A PERSONAL MEETING REPOSITORY Give officials a personal, secure location to review and take notes on all meeting content, including agendas, supporting documents, minutes, and media. FIND WHAT YOU NEED- FASTER Agenda and Meeting Management Select automatically indexes published meeting content with Board Portal search functionality, so it is easy for officials to find information quickly. Our full -text search tool empowers officials to locate past items, attachments, minutes, and agendas by searching a keyword, date range, and more. An item summary view allows officials to see the motions, votes, and any comment or discussion on the item that was recorded in the meeting minutes in an intuitive display, preventing a manual search through full minutes documents. civicplus.com 20 Public Resident Portal CONTENT ACCESSIBILITY It's not enough to be transparent by publishing your agendas and other meeting documents online. Your meeting content must be accessible to all members of the public. Closed captioning is also available with our CivicPlus Media service for live streaming and on -demand video. CONTENT TRANSPARENCY Build public trust with access to fully searchable meeting content, including legislative decisions and public meeting videos. Meet municipal transparency requirements while keeping residents engaged and informed. Public Resident Portal • Resident portal to embed on any webpage gives access to all meeting content on a single page • PDF downloads of Agenda, Packet, Minutes, Notices, and Other pertinent meeting documents • HTML agenda view hyperlinks attachments within the meeting agenda for direct access to specific documents • Full -text search and filtering options • Email notifications • Social sharing • Side -by -side agenda and video display with CivicPlus Media live streaming and on -demand video service r • Optional Motions and Vote minutes display updates the HTML agenda view to allow residents to quickly see the final disposition of agenda items without having to read full minutes documents • Mobile -responsive • Custom branding • Integrated live or on -demand video with bookmarks to easily jump to desired content • Optional public commenting forum • Easily jump to past, current, upcoming events with an embedded calendar and continuous scrolls civicplus.com 21 CivicPlus Media Today's digitally minded residents are logging more hours watching online video than ever before, and they are searching for content that ranges from entertaining, to informative. For local governments, video is a powerful mechanism for sharing news and events, encouraging civic participation, meeting transparency requirements, building a brand, recruiting employees, and encouraging residents to develop a sense of civic pride. Media is a core component of the Civic Experience Platform and is accessible through CivicPlus Municipal Websites and CivicPlus Agenda & Meeting Management Select. With CivicPlus Media, you can integrate live or recorded videos of meetings and events anywhere on your CivicPlus website that are easily accessible by residents from any desktop computer or mobile device —no technical or coding skills necessary. SIMPLE LIVE STREAM RECORDING • Immediate availability of recorded videos for on -demand viewing -no additional steps or manual file uploads • Convenient integration with social media platforms including Facebook, YouTube, and X (formerly Twitter) • High -definition video for professional -quality presentations • Link meeting agendas and bookmarks • Auto -start recordings of meetings, so video viewers never miss a moment of live proceedings AUTOMATIC VIDEO BOOKMARKING Automatically timestamp agenda items to their corresponding discussion in the meeting video so those watching the recording can quickly access topics of interest. CIVICPLUS MEDIA + ZOOM • Password protect each meeting to prevent Zoombombing • Create and share a Zoom meeting ID number only with elected officials and key staff when necessary • Mute resident participants when open comment session has ended • Control the meeting within Zoom and protect participants from attempting a screen share • Allow residents to sign up to receive a link that will allow them to issue public comments and share their screen during the session • Record and automatically upload meeting videos for on -demand playback civicplus.com 22 Custom Identity Provider (IdP) Integration More often, local government IT teams are looking to implement single sign -on (SSO) functionality to simplify user access to all web and cloud -based applications without requiring individual authentication. CivicPlus' Custom IdP Integration capabilities provide local governments with the following conveniences: • Faster and easier access to vital third -party solutions that integrate with your CivicPlus unified applications, such as CivicPlus' Municipal Websites, Recreation Management, and Agenda and Meeting Management Select • Reduced password and account maintenance • The ability to log into your CivicPlus software accounts from any device with an Active Directory username and password • Auto -account generation • Group syncing • Customization of the design of your active directory login page We offer integration with Okta, Microsoft's Entra ID (formerly Azure AD), and Microsoft's Active Directory Federation Services (AD FS) versions 4.0 and 5.0. r 0 civicplus.com 23 The Civic Experience Platform Developed specifically to enable municipalities to deliver consistently positive interactions across every department and every service, the Civic Experience Platform includes technology innovations that deliver frictionless, one -stop, and personalized resident interactions. Local governments that leverage our Civic Experience Platform also benefit from: • Single Sign -On (SSO) to all of your CivicPlus products supporting two -factor authentication and PCI Level password compatibility • A single dashboard and toolbar for administrative access to your CivicPlus software stack • Access to a continually growing and fully documented set of APIs to better connect your administration's processes and applications • A centralized data store with robust data automation and integration capabilities CIVICPLUS PORTAL CivicPlus Portal empowers residents to be more engaged and informed about progress in your community. Portal streamlines the resident user experience as they interact with the CivicPlus products leveraged by you - driving revenue, trust, and satisfaction. With a single username and password, they can watch a public meeting recording, submit a public works request, pay a utility bill, or register for an upcoming event. The result is more engaged and informed voters and fewer phone calls, walk-ins, or emails to your department asking how to find documents or submit records requests. INTEGRATION HUB Integration Hub is a tool that can help you unify your disparate cloud -based solutions and your CivicPlus solutions, assemble powerful workflows, and setup complex automations —without the need for a developer. With Integration Hub's easy -to -use drag -and -drop interface, non -technical users can build integrations for syncing content and data between CivicPlus solutions or with third parties (for an additional fee) saving your staff's valuable time. The possibilities are endless with Integration Hub, but here are a few examples of integrations you can create with Select today: • Automatically add agenda or minute files to the Document Center to be displayed on a CivicPlus Municipal Websites Central (Web Central) after they are published in Select • Set-up a workflow to post in the Web Central News Flash once you've published your Select meeting documents Shorten your pre -meeting to-do list and send your meeting information instantly with a custom integration using the Integration Hub. Laserfiche Integration With a third -party integration in Integration Hub you can route data to Laserfiche. civicplus.com 24 Integrated Code of Ordinances & Web As the only local government software provider with an integrated codification, agenda and meeting management, and municipal aA.. Mani�ipal Mangement Webskes website solution offering, our suite allows for digital transformation of the entire legislative process - from the start DaCificaGan Masa Nntaicatinn sy:te n of the agenda process to the final online publishing of the newly adopted legislation. Dpen Recarrta Request � Web Accessibility If you are a customer of CivicPlus' codification services, the cutting -edge integration between your meetings & agenda Dam nanny Recreation Development Management management and code of ordinances reduces the manual steps associated between your agenda management and codification Social Mertia chiving processes. As an example, you can send ordinances directly to ArPr ess 311 CRM Altomationantl CivicPlus for codification by our team of legal editors. When pushed Digital Services from Agenda and Meeting Management Select, this uncodified legislation will be visible on the landing page of our Online Code Hosting platform nearly instantaneously. You can also take this to the next level by integrating our Municipal Website solutions with our Online Code Hosting solution, allowing for one -stop search capabilities. With this integration, the public can instantly access your code, meetings, packets, and agendas in one simple search straight from your municipal website. EXAMPLES OF MEANINGFUL CIVIC EXPERIENCE INTEGRATIONS The following are examples of integrations between the CivicPlus Agenda and Meeting Management Select with other CivicPlus solutions and tools. If you have yet to experience all that CivicPlus can provide, please reach out for additional information and a quote. • Set-up a workflow to post in Web Central's News Flash once you've published your Municipal meeting documents. Websites • Automatically add agenda or minute files to Web Central's Document Center to be displayed on your website after they are published in Select. Central (Web . Meeting information and dates are automatically integrated to the Web Central's Central) Calendar. • Meeting files are automatically included in the website's search results. • Send adopted ordinances to the Codification Legal Team in one click. Codification • Send ordinances straight to your online code portal as "Adopted and Not Yet Codified" • Instantly link your online code to the meeting content produced within Select. civicplus.com 25 Continuing Services Technical Support & Services With technology, unlimited support is crucial. Our live technical support engineers based in North America are ready to answer your staff members' questions and ensure their confidence. AWARD -WINNING CivicPlus has been honored with two Gold Stevie@ Awards, three Silver Stevie@ Awards, and seven Bronze Stevie@ Awards in the categories of Front -Line 12 Customer Service Team of the Year - Technology Industries, Customer Service Training or Coaching Program of the Year - Technology Industries, Customer Service Department of the Year - Computer Software - Up to 1,000 Employees, Most Valuable Response by a Customer Service Team (COVID-19), Best Customer Satisfaction Strategy, and Remote Customer Service Innovation of the Year. The Stevie Awards are the world's top honors for customer service, contact center, business development, and sales professionals. CONTINUING PARTNERSHIP We won't disappear after your solution is launched. Your dedicated enterprise account manager will partner with you by providing information on best practices and how to utilize the tools of your new system to most effectively engage your residents. Support at a Glance • Technical support engineers available 8 a.m. - 6 p.m. (CST) Monday - Friday (excluding holidays) • Accessible via phone and email • 4-hour response during normal hours • 24/7 emergency technical support for named points of contact • Dedicated enterprise account manager Maintenance • Regular review of site logs, error messages, servers, router activity, and the internet in general • Full backups performed daily • Regularly scheduled upgrades including fixes and other enhancements • Operating system patches • Testing and development civicplus.com 40 Hosting & Security Redundant power sources and internet access ensures consistent and stable connections. We invest over 1.OM annually to ensure we adapt to the ever -changing security landscape while providing maximum availability. CivicPlus' extensive, industry -leading process and procedures for protecting and hosting your site are unparalleled. CLOUD -HOSTING WITH AZURE The infrastructure is fully hosted within the Azure Cloud environment using their Infrastructure as a Service (laaS) model. Using a mix of Azure Virtual Machines and Storage Accounts, all processing and data storage in done within this environment. All users need is a web browser to access and utilize the application. Your system is monitored 24/7/365 with a 99.9% guaranteed up -time (excluding maintenance). Additional details regarding our hosting and security services can be provided upon request. DISASTER RECOVERY Agenda and Meeting Management Select utilizes Azure's Site Recovery Services and Geographically Redundant Storage Accounts (GRS) to provide disaster recovery between Azure regions. All data is written to a GRS account which creates copies of that data in data centers across multiple Azure regions, so access to the data is always available. Site Recovery Services allows us to quickly spin up and failover to clones of our Azure Virtual Machines. 0 civicplus.com 41 P CivicPlus 302 South 4th St. Suite 500 Manhattan, KS 66502 us Client: City of Dubuque, IA Quote #: Date: Expires On: Bill To: Dubuque IA - CivicClerk Statement of Work Q-64649-1 2/15/2024 3:56 PM 6/28/2024 SALESPERSON Phone EMAIL DELIVERY METHOD PAYMENT METHOD Maggie Henton maggie.henton@civicplus.com Net 30 Discount(s) QTY PRODUCT NAME DESCRIPTION TOTAL 1.00 CivicClerk Year 1 Annual Fee Discount Year 1 Annual Fee Discount USD-2,308.25 One-time(s) QTY PRODUCT NAME DESCRIPTION TOTAL 1.00 CivicClerk Custom IdP Custom IdP Integration Implementation Fee USD 1,575.00 Integration Implementation Fee 1.00 CivicClerk Virtual Consulting Consulting (Virtual) - half day, up to 4 hours USD 960.00 (Half Day Block) 1.00 CivicClerk Ultimate Configuration CivicClerk Ultimate Configuration USD 2,880.00 2.00 CivicClerk Virtual Training (Half Training (Virtual) - half day, up to 4 hours USD 1,440.00 Day Block) 1.00 CivicClerk Custom Template CivicClerk Custom Template Set - includes 2 Agenda USD 420.00 Design templates, 1 Item Report template, 1 Minutes template, 1 Agenda Script template V. PD 06.01.2015-0048 Page 1 of 3 Recurring Service(s) QTY PRODUCT NAME DESCRIPTION TOTAL 1.00 Agenda and Meeting Custom IdP Integration Package Custom IdP Integration USD 0.00 Management Select: Custom IdP Annual Fee Custom IdP Integration Implementation Fee Integration Package 1.00 CivicClerk Custom IdP Custom IdP Integration Annual Fee USD 1,737.75 Integration Annual Fee 1.00 Agenda and Meeting Agenda and Meeting Management Select Annual Fee USD 7,520.55 Management Select Annual Fee QTY PRODUCT NAME DESCRIPTION TOTAL 1.00 Agenda and Meeting Ultimate Implementation Package — Up to # of Boards USD 0.00 Management Select: Ultimate Implementation Package List _Price Initial Term Total USD 16,533.30 Total Investment - Initial Term USD 14,225.05 Annual Recurring Services (Subject to Uplift) USD 9,233.00 Initial Term 12 Months Initial Term Invoice Schedule 1 100% Invoiced upon Signature Date Renewal Procedure Automatic 1 year renewal term, unless 60 days notice provided prior to renewal date Annual Uplift 5% to be applied in year 2 This Statement of Work ("SOW') shall be subject to the terms and conditions of the CivicPlus Master Services Agreement and the applicable Solution and Services terms and conditions located at https://www.civicplus.help/hc/en-us/p/legal- stuff (collectively, the "Binding Terms"), By signing this SOW, Client expressly agrees to the terms and conditions of the Binding Terms throughout the term of this SOW. V. PD 06.01.2015-0048 Page 2 of 3 Acceptance The undersigned has read and agrees to the following Binding Terms, which are incorporated into this SOW, and have caused this SOW to be executed as of the date signed by the Customer which will be the Effective Date: For CivicPlus Billing Information, please visit https://www.civicplus.com/yerif�r/ Authorized Client Signature By lease sign):/ &4-va f v Na e: Michael C. Van Milligen Title: City Manager Date: June 4, 2024 Organization Legal Name: City of Dubuque Billing Contact: Adrienne Breitfelder Title: City Clerk Billing Phone Number: 563-589-4121 Billing Email: abreitfe@cityofdubuque.org Billing Address: 50 W. 13th St. Dubuque, IA 52001 Mailing Address: (If different from above) CivicPlus By (ple7�z� Name: Amy Vikander Title: Senior VP of Customer Success Date: 6/4/2024 PO Number: (Info needed on Invoice (PO or Job#) if required) V. PD 06.01.2015-0048 Page 3 of 3 CP CIVICPWS 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 customer entity identified on the SOW ("Customer"). This Agreement governs the use and provision of any Services purchased by Customer, as described in any signed SOW, and the effective date of this Agreement shall commence on the date of signature of the SOW ("Effective Date"). If a SOW has not been executed, then the Effective Date shall be determined as the start date of implementation of any software solution by CivicPlus for Customer. CivicPlus and Customer 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, workflow, and general management software solutions, platforms and associated services (the "Services"); and U. WHEREAS, Customer 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, Customer 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 Customer, or Services are being provided by CivicPlus to Customer, unless terminated in accordance with this § 1 or as otherwise provided in this Agreement (the "Term"). Either Party may terminate this Agreement or any SOW as set forth in such SOW, or at its discretion, 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 Customer account remaining past due for longer than 90 days is a material breach by Customer and is grounds for CivicPlus termination. CivicPlus reserves the right to withhold, remove and/or discard Customer Data without notice for any breach, including, without limitation, Customer's non-payment. Upon termination for Customer's breach, Customer's right to access or use Customer Data immediately ceases, and CivicPlus shall have no obligation to maintain or forward any Customer Data. Customer may also terminate this Agreement for any or no reason with or without cause upon sixty (60) days written notice delivered to CivicPlus before the end of the current term. 2. Upon termination of this Agreement or any SOW for any reason, (a) the licenses granted for such relevant SOW by § 11 below will terminate and Customer shall cease all use of the CivicPlus Property and Services associated with the terminated SOW and (b) any amounts owed to CivicPlus for work performed prior to termination shall immediately become due in full and payable. If Customer has paid in advance for the Services, and this Agreement terminates due to civicplus.com 1 302 South 4th Street, Suite 500 1 Manhattan, KS 66502 1 888-228-2233 05172024bal CP CIVICPWS material breach of this Agreement by CivicPlus, CivicPlus shall refund Customer a prorated amount of any amount already paid. Upon termination by Customer for convenience or due to material breach by Customer, in addition to any remedy provided in this Agreement or provided in law or equity, CivicPlus shall be entitled to retain any amounts already paid. Sections 7, 8, 10, 14, 15, 18, 32 -34, 40, and 42 will survive any expiration or termination of this Agreement. 3. At any time during the Term, CivicPlus may, immediately upon notice to Customer, suspend Customer and any of its Users access to any Service due to a threat to the technical security or technical integrity of the Services. Invoicing & Payment Terms 4. Customer will pay the amounts owed to CivicPlus for the development and implementation of the Customer's Services, as defined in the SOW ("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 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 Customer (the "Contact Sheet"). Customer shall provide accurate, current and complete information of Customer's legal business name, address, email address, and phone number in the Contact Sheet upon submission of a signed SOW. Customer will maintain and promptly update the Contact Sheet information if it should change. Upon Customer's request, CivicPlus will mail hard -copy invoices for a $5.00 convenience fee to be added to the mailed invoice. Each SOW will state the amount of days from date of invoice payment is due. 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 Customer's account exceeds 60 days past due, support will be discontinued until the Customer's account is made current. If the Customer's account exceeds 90 days past due, CivicPlus may suspend in progress Project Development and Annual Recurring Services will be discontinued, and the Customer will no longer have access to the Services until the Customer's account is made current. Customer will be given 15 days' notice prior to discontinuation of Services for non-payment. 6. During the performance of Project Development, if Customer requests 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, Customer does not show up for scheduled meetings or trainings), Customer agrees to reimburse CivicPlus for such additional expenses. CivicPlus shall notify Customer prior to incurring such expenses and shall only incur those expenses which are approved by Customer. Ownership & Content Responsibility Upon full and complete payment of amounts owed for Project Development under the applicable SOW, Customer will own any website graphic designs, Services content, module content, importable/exportable data, and archived information ("Customer Content") created by CivicPlus on behalf of Customer pursuant to this Agreement. "Customer Content" also includes, without limitation, any elements of text, graphics, images, photos, audio, video, designs, artworks, logos, trademarks, services marks, and other materials or content which Customer provides to CivicPlus for processing, transmission, storage, or inputs into any website, software or module in connection with any Services. Customer Content excludes any content in the public domain and any content owned or licensed by CivicPlus, whether in connection with providing Services or otherwise. Upon completion of the Project Development, Customer will take over the management and control of the Services civicplus.com 1 302 South 41h Street, Suite 500 1 Manhattan, KS 66502 1 888-228-2233 05172024bal CP CIVICPWS and Customer will assume full responsibility for Customer Content maintenance and administration. Customer, not CivicPlus, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Customer Content. Customer hereby grants CivicPlus a worldwide, non-exclusive right and license to reproduce, distribute and display the Customer Content as necessary to provide the Services. Customer represents and warrants that Customer owns all Customer Content or that Customer has permission from the rightful owner to use each of the elements of Customer Content and that Customer has all rights necessary for CivicPlus to use the Customer Content in connection with providing the Services. Customer agrees that CivicPlus shall not be responsible or liable for the content of messages created by Customer or by Customer's Users or end - users who access Service. Notwithstanding the foregoing, CivicPlus retains the right, but not the obligation, to remove any Customer Content that is libelous, harassing, abusive, fraudulent, defamatory, excessively profane, obscene, abusive, hate related, violent, harmful to minors, that advocates racial or ethnic intolerance, intended to advocate or advance computer hacking or cracking, or other material, products or services that violate or encourage conduct that would violate any laws or third -party rights. At any time during the term ofthe applicable SOW, Customer will have the ability to download the Customer Content and export the data that is processed through the Services ("Customer Data"). Customer may request CivicPlus to perform the export of Customer Data and provide the Customer Data to Customer in a commonly used format, at any time, for a fee to be quoted at time of request and approved by Customer. Upon termination of the applicable SOW for any reason, whether or not Customer has retrieved or requested the Customer Data, CivicPlus reserves the right to permanently and definitively delete the Customer Content and Customer Data held in the Services thirty (30) days following termination of the applicable SOW. During the thirty (30) day period following termination of the SOW, regardless of the reason for its termination, Customer 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 software source code, documents, and materials used in performing the Services ("CivicPlus Property") will remain the property of CivicPlus. CivicPlus Property specifically excludes Customer Content. Customer 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 Customer, to use the Services; (iv) reverse engineer, decompile, disassemble or otherwise attempt to obtain the software source code to all or any portion of the Services; (v) make any attempt to gain unauthorized access to the Services and/or any of CivicPlus' systems or networks; or (vi) 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 Customer complies with the terms and conditions herein, the relevant SOW, and license restrictions set forth in § 10, CivicPlus hereby grants Customer a limited, nontransferable, nonexclusive, non -assignable license to access and use the CivicPlus Property associated with any valid and effective SOW, for the term of the respective SOW. The license set forth herein, shall only apply to the extent that Customer is using the Services for legitimate business use as intended by the purpose of the Services and not for the purpose of comparing the Services to a competitor or similar product of CivicPlus. Customer hereby warrants and affirms its purpose in accessing or otherwise using the Services is for their intended purpose only and understands and agrees that any other use shall be considered fraud. civicplus.com 1 302 South 4th Street, Suite 500 1 Manhattan, KS 66502 1 888-228-2233 05172024bal CP CIVICPWS 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. Customer and its Users are granted a limited license to access Documentation as needed. Customer shall not copy, download, distribute, or make derivatives of the Documentation. 13. Customer acknowledges that CivicPlus may continually develop, alter, deliver, and provide to the Customer ongoing innovation to the Services, in the form of new features and functionalities. 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 Customer at no additional charge. In the event that CivicPlus creates new products or significant enhancements to the Services ("New Services"), and Customer desires these New Services, then Customer will have to pay CivicPlus the appropriate fee for the access to and use of the New Services. CivicPlus shall use its reasonable best efforts to provide workarounds in the event any modification to the Services causes Customer to lose substantial functionality of the Services. 14. CivicPlus in its sole discretion, may utilize all comments and suggestions, whether written or oral, furnished by Customer to CivicPlus in connection with its access to and use of the Services (all reports, comments and suggestions provided by Customer hereunder constitute, collectively, the "Feedback"). Customer 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 will defend at its expense or settle any third -party claim against Customer alleging that the Services provided under this Agreement infringe intellectual property rights. CivicPlus will pay infringement claim defense costs, CivicPlus—negotiated settlement amounts, and damages finally awarded by a court. CivicPlus has no obligation for any claim of infringement arising from Customer's use of the Services for purposes not contemplated by this Agreement. CivicPlus's indemnification obligations under this Section 15 are conditioned upon the Customer (i) promptly notifying the CivicPlus of any claim in writing; (ii) cooperating with CivicPlus in the defense of the claim; and (iii) granting CivicPlus sole control of the defense or settlement of the claim. The indemnification obligations of CivicPlus herein shall not apply to any claims of intellectual property infringement related to Client Content. Unless prohibited by the law of Client's state, the Parties shall defend, indemnify and hold the other Party, its officers, partners, employees, and agents harmless from and against any and all third party lawsuits, claims, demands, penalties, losses, fines, liabilities, damages, and expenses, including attorney's fees, of any kind, without limitation, arising out of the negligent actions and omissions, or intentionally malicious actions or omissions of the indemnifying Party or its affiliates, officers, partners, employees, and agents, directly associated with this Agreement and the installation and ongoing operations of Services contemplated by the SOW. This section shall not apply to the extent that any lawsuits, claims, demands, penalties, losses, fines, liabilities, damages, and expenses is determined by a court to have been caused by the negligence or willful misconduct on the part of the indemnified Party. Responsibilities of the Parties 16. 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 civicplus.com 1 302 South 4th Street, Suite 500 1 Manhattan, KS 66502 1 888-228-2233 05172024bal CP CIVICPWS any portion of the Service received by the Customer. 17. CivicPlus will not be liable for any failure of performance to the extent that is caused by or the result of any act or omission by Customer or any entity employed/contracted on the Customer's behalf. During Project Development, Customer will be responsive and cooperative with CivicPlus to ensure the Project Development is completed in a timely manner. 18. Customer agrees that it is solely responsible for the end -user's personal data that Customer decides to solicit, collect, store, or otherwise use in connection with any Service provided by CivicPlus. Customer understands and agrees that CivicPlus provides certain solutions with increased security measures for the solicitation and storage of any sensitive data, and it is Customer's responsibility to determine whether the data it solicits and collects should be stored in such solutions. Customer understands and agrees that CivicPlus does not have knowledge or control over what type of data Customer solicits therefore 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 Customer or by any third party of any personal data. Customer has the sole control and responsibility over the determination of which data and information shall be included in the content that is to be transmitted and stored by CivicPlus. Customer shall not provide to CivicPlus or allow to be provided to CivicPlus any content that (a) infringes or violates any 3rd party's intellectual property rights, rights of publicity or rights of privacy, (b) contains any defamatory material, or (c) violates any federal, state, local, or foreign laws, regulations, or statutes. 19. Customer is responsible for all activity that occurs under Customer's accounts by or on behalf of Customer. Customer agrees to (a) be solely responsible for all designated and authorized individuals chosen by Customer ("User") activity, which must be in accordance with this Agreement and the CivicPlus Terms of Use; (b) be solely responsible for Customer 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 Customer 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; (e) use commercially reasonable efforts to prevent unauthorized access to or use of the Services and CivicPlus Property and shall promptly notify CivicPlus of any unauthorized access or use of the Services and/or CivicPlus Property and any loss or theft or unauthorized use of any n User's password or username and/or personal information; and (f) 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. 21. CivicPlus shall not be responsible for any actor omission of any third -party vendor or service provider that Customer has selected to integrate any of its Services with. 22. Customer understands that CivicPlus must fastidiously allocate resources across all of its customers and specifically reserves necessary resources for Customer's Project Development. If any professional services, such as consulting or training, purchased by Customer are not used during the Project Development phase solely due to the inaction or unresponsiveness of Customer, then these services shall expire 30 days after completion of Project Development. The Customer may re -schedule any unused professional services during this 30-day period as mutually agreed upon by the Parties. Any professional services that have not been used or rescheduled shall be marked as complete and closed upon the expiration of the 30-day period. civicplus.com 1 302 South 41h Street, Suite 500 1 Manhattan, KS 66502 1 888-228-2233 05172024bal CP CIVICPWS Data Security 23. 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 Customer Data. CivicPlus will not modify Customer Data or disclose Customer 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 specifically directed or expressly permitted in writing by Customer, (d) in compliance with our Privacy Policy; or (f) if compelled by law. Notwithstanding the foregoing, CivicPlus reserves the right to delete, suspend, or block known malicious accounts without Customer authorization. Customer understands that CivicPlus has no obligation to provide the Services or maintain the Customer Data, information or other material if Customer's accounts are past due and unpaid as set forth in this Agreement. 24. Customer acknowledges and agrees that CivicPlus utilizes third -party service providers to host and provide the Services and store Customer Data and the protection of such data will be in accordance with such third parry's safeguards for the protection and the security and confidentiality of Customer's Data. Notwithstanding anything to the contrary, CivicPlus shall have the right to collect and analyze data and other information relating to the provision, use and performance of various aspects of the Services and related systems and technologies (including, without limitation, information concerning Customer Data and data derived therefrom), and CivicPlus will be free (during and after the term hereof) to use such information and data to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other CivicPlus offerings. 25. CivicPlus may offer Customer the ability to use third -party applications in combination with the Services. Any such third -party application will be subject to acceptance by Customer. In connection with any such third -party application agreed to by Customer, Customer acknowledges and agrees that CivicPlus may allow the third -party providers access to Customer 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 Customer to agree to a separate agreement or terms and conditions with the provider of the third -party application, which will govern Customer's use of such third -party application. 26. In the event of a security breach due to the sole negligence, malicious actions, omissions, or misconduct of CivicPlus, CivicPlus, as the data custodian, will comply will all remediation efforts as required by applicable federal and state law. CivicPlus Support 27. 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 with 99.9% uptime. Customer 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/hc/en-us/requests/new). 28. CivicPlus provides live support engineers based in the domestic United States to respond to basic questions concerning use and configuration, to diagnose software 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. Customer delegated Users may receive tutorials and guidance on account modifications but will perform the action themselves. civicplus.com 1 302 South 41h Street, Suite 500 1 Manhattan, KS 66502 1 888-228-2233 05172024bal CP CIVICPWS 29. CivicPlus support hours span between the hours of 7 am to 7 pm CST, but may vary by product. Customer may access the CivicPlus Help Center (civicplus.help) to obtain each product's support hours. 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 Customer at the time of the request and will be subject to Customer acceptance and invoiced the next business day following the non -emergency support. CivicPlus shall have the sole discretion to determine in good faith whether support requests qualify as an emergency, exceed reasonable use or are outside the scope of services outlined in any SOW. 30. If a reported problem cannot be solved during the first support interaction, Customer 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 31. Customer hereby authorizes CivicPlus to include CivicPlus's name and logo inconspicuously within the Client's instance of the Services. Customer may publicly refer to itself as a customer of the CivicPlus Services, including on Customer'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 purposes of providing the Services. 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 32. To the extent permitted by applicable law, CivicPlus' liability arising out of or related to this Agreement, or any associated SOW, will not exceed three times the amounts paid by Customer for the Annual Recurring Services in the year prior to such claim of liability. Notwithstanding the foregoing, CivicPlus' liability arising out of its negligence or willful misconduct during the performance of this Agreement shall be limited to ten times the amounts paid by Customer for the Annual Recurring Services in the year prior to such claim of liability. 33. In no event will CivicPlus be liable to Customer for any consequential, indirect, special, incidental, or punitive damages arising out of or related to this Agreement. 34. The liabilities limited by Section 32 and 33 apply: (a) to liability for negligence; (b) regardless of the form of action, whether in contracttort, strict product liability, or otherwise; (c) even if Customer is advised in advance of the possibility of the damages in question and even if such damages were foreseeable; and (d) even if Customer's remedies fail of their essential purposes. If applicable law limits the application of the provisions of this Limitation of Liability section, CivicPlus' liability will be limited to the maximum extent permissible. Warranties and Disclaimer 35. 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 civicplus.com 1 302 South 4th Street, Suite 500 1 Manhattan, KS 66502 1 888-228-2233 05172024bal CP CIVICPLUS Agreement is a valid and legal agreement binding on such Party and enforceable in accordance with its terms. Customer represents and warrants that Customer has not provided any false information to gain access to the Service and that Customer's billing information provided on the Contact Sheet is correct; and it has all necessary rights in the Customer Content to permit Customer's use of the Service and to grant the licenses contained in this Agreement without infringing the intellectual property or other rights of any third parties, violating any applicable laws, or violating the terms of any license or agreement to which it is bound. 36. 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 Customer 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. 37. The Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by CivicPlus or by third -party providers, or because of other causes beyond CivicPlus's reasonable control, but CivicPlus shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption. HOWEVER, SERVICE PROVIDER DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES.EXCEPT FOR THE EXPRESS WARRANTIES IN THIS AGREEMENT, THE SERVICES ARE PROVIDED "AS IS AND 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. 38. 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 CUSTOMER 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 Majeure 39. 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, civil disturbance, riot, war, national emergency, act of public enemy, internet service provider failure or delay, third party application failure, denial of service attack, or other cause of similar or dissimilar nature beyond its control. Taxes 40. The amounts owed for the Services exclude, and Customer 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 Customer is tax-exempt, the Customer must provide CivicPlus proof of their tax-exempt status, within fifteen (15) days of contract signing, and the fees owed by Customer under this Agreement will not be taxed. If such exemption certificate is challenged civicplus.com 1 302 South 4th Street, Suite 500 1 Manhattan, KS 66502 1 888-228-2233 05172024bal CP CIVICPWS or held invalid by a taxing authority then Customer agrees to pay for all resulting fines, penalties and expenses. Other Documents 41. This Agreement, including all exhibits, amendments, and addenda hereto and all SOWS, 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. However, to the extent of any conflict or inconsistency between the provision in the body of this Agreement and any exhibit, amendment, or addenda hereto or any SOW, the terms of such exhibit, amendment, addenda or SOW will prevail. Notwithstanding any language to the contrary therein, no terms or conditions stated in a Customer purchase order or other order documentation (excluding SOWS) will be incorporated into or form any part of this Agreement, all such terms or conditions will be null and void, unless such term is to refer and agree to this Agreement. Interlocal Purchasing Consent/ Cooperative Purchasing 42. With the prior approval of CivicPlus, 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 Customer's home -state to purchase at the SOW prices and specifications in accordance with the terms stated herein. 43. 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 such entity, setting forth all of the terms and conditions for such use, including applicable fees and billing terms. Miscellaneous Provisions 44. The invalidity or unenforceability, in whole or in part, of any provision of this Agreement shall not void, affect the validity or enforceability of any other provision of this Agreement. 45. 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." 46. The Parties will use reasonable, good faith efforts to resolve any dispute between them in good faith prior to initiating legal action. Any controversy, claim or dispute between the parties, directly or indirectly, concerning this Agreement or the breach hereof or the subject matter hereof which cannot be resolved informally shall be adjudicated in the Iowa District Court for Dubuque County. 47. 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 civicplus.com 1 302 South 41h Street, Suite 500 1 Manhattan, KS 66502 1 888-228-2233 05172024bal CP CIVICPWS Parties' electronic signature or any resulting agreement between CivicPlus and Customer. 48. Due to the rapidly changing nature of software as a service and digital communications, CivicPlus may unilaterally update this Agreement from time to time. In the event CivicPlus believes such change is a material alteration of the terms herein, CivicPlus will provide Customer with written notice describing such change via email or through its website. Customer's continued use of the Services following such updates constitutes Customer's acceptance of the same. In the event Customer rejects the update to the terms herein, Customer must notify CivicPlus of its objection within ten (10) days receipt of notice of such update. 49. CivicPlus in providing services pursuant to the terms of this Agreement shall obtain and maintain at its sole expense the insurance described in attached Schedule G, Appendix C. Certificates of insurance must be provided to Client by CivicPlus with the executed Agreement. 50. This Agreement shall be interpreted, construed, and enforced in accordance with the laws of the State of Iowa. 51. In carrying out the project, CivicPlus shall not discriminate against any employee or applicant for employment because of age, color, familial status, gender identity, marital status, mental/physical disability, national origin, race, religion/creed, sex, or sexual orientation. civicplus.com 1 302 South 41h Street, Suite 500 1 Manhattan, KS 66502 1 888-228-2233 05172024bal / A� " CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DDIYYYY) 5/30/2024 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Alliant Insurance Services, Inc. 32 Old Slip 29th FI New York NY 10005 CONTACT Kaitlyn Murphy PHONE FAx A/C No Ext : A/C No), ADDRESS: Kaitlyn.Murphy@alliant.com INSURER(S) AFFORDING COVERAGE NAIC # INSURERA: National Fire Insurance Compan 20478 INSURED INSIPAR-02 INSURERB: Continental Insurance Company 35289 CIVICPIus, LLC and its direct and indirect subsidiaries INsuRERc: Endurance American Specialty I 41718 INSURERD: 302 S. 4th Street Suite 500 INSURER E : Manhattan KS 66502 INSURER F : COVERAGES CERTIFICATE NUMBER:836580875 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDL INSD SUBR WVD POLICY NUMBER POLICY EFF MM/DDIYYYY POLICY EXP MM/DDIYYYY LIMITS A X COMMERCIAL GENERAL LIABILITY Y Y 7092029663 5/17/2024 5/17/2025 EACH OCCURRENCE $1,000,000 CLAIMS -MADE � OCCUR TED PREMISES (Ea oDAMAGE TO ccurrence) $ 1,000,000 MED EXP (Any one person) $ 15,000 PERSONAL & ADV INJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $2,000,000 POLICY jE LOC PRODUCTS - COMP/OP AGG $ 2,000,000 $ OTHER: A AUTOMOBILE LIABILITY 7092022602 5/17/2024 5/17/2025 COMBINED SINGLE LIMIT Ea accident $ 1,000,000 X BODILY INJURY (Per person) $ ANY AUTO OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY (Per accident) $ X PROPERTY DAMAGE Per accident $ HIRED X NON -OWNED AUTOS ONLY AUTOS ONLY B X UMBRELLA LIAB X OCCUR 7092030120 5/17/2024 5/17/2025 EACH OCCURRENCE $ 5,000,000 AGGREGATE $ 5,000,000 EXCESS LIAB CLAIMS -MADE DED X RETENTION $ In nnn $ B B WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y / N 7092032580 7092031056 5/17/2024 5/17/2024 5/17/2025 5/1 T2025 X PER OTH- STATUTE ER ANYPROPRIETOR/PARTNER/EXECUTIVE E.L. EACH ACCIDENT $ 1,000,000 OFFICER/MEMBER EXCLUDED? ❑ N/A E.L. DISEASE - EA EMPLOYEE $ 1,000,000 (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $ 1,000,000 C Cyber/ Tech E&O PR030018745602 5/17/2024 5/17/2025 Limit $5,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) WC - 7092032580 - CA WC - 7092031056 - AOS Named Insured Schedule: CivicPlus, LLC SeeClickFix, LLC Municode, LLC ArchiveSocial, LLC See Attached... CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. City of Dubuque Iowa 50 W 13th Street AUTHORIZED REPRESENTATIVE Dubuque IA 52001 ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD AGENCY CUSTOMER ID: INSIPAR-02 LOC #: ,CORE) AGENCY Alliant Insurance Services, Inc. POLICY NUMBER CARRIER 4DDITIONAL REMARKS ADDITIONAL REMARKS SCHEDULE NAIC CODE NAMED INSURED CivicPlus, LLC and its direct and indirect subsidiaries 302 S. 4th Street Suite 500 Manhattan KS 66502 EFFECTIVE DATE: Page 1 of 1 THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: 25 FORM TITLE: CERTIFICATE OF LIABILITY INSURANCE NextRequest, LLC City of Dubuque Iowa is included as Additional Insured with regards to the General Liability as required by written contract subject to the policy terms and conditions. Waiver of Subrogation applies with regards to the General Liability as required by written contract subject to the policy terms and conditions. GOVERNMENTAL IMMUNITIES applies as per the attached endorsement. ACORD 101 (2008/01) © 2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD CNA Product Name =i (insert account name) IOWA PRESERVATIONOF •ENDORSEMENT It is understood and agreed that this endorsement amends the BUSINESS AUTO COVERAGE FORM as 1, 'lows: SCHEDULE Municipality: 1. Non -Waiver of Governmental Immunity We expressly agree and state that the purchase of this policy by the',, , 'oality F ,ec,;�ed i i the schedule above (hereafter referred to as "the Municipality"), or the includi,,g of ti. It, ,icipality as -in Additional Insured on this policy, does not waive any of the defenses o' 7overnmeri. �mmunity a ailable to the Municipality under Code of Iowa Section 670.4 as it now exist i as it may amen, --d from time to time. 2. Claims Coverage Subject to paragraph 4. below, we expressly furtF iree that tl s polio,_ ` insurance does not cover claims subject to the defense of governmental ;,ni. J-r Co 9 of to (a Section 670.4 as it now exists and as it may be amended from time t, time. 'laim5 . ` qct to Code of Iowa Section 670.4 shall be subject to the terms and conditions this insurai. e policy a_ this endorsement shall not apply to such claims. 3. Assertion of Governmental Immunity The Municipality shall be respon- ale for asserting ar,, fense of governmental immunity, and may do so at any time and shall do so up( i our timely written rec, _. Nothing contained in this endorsement shall prevent us from asserting the c Fense of governmental irr.nunity on behalf of the Municipality. 4. Non -Denial of Coverage We shall not deny c, ✓erage otht- -e available , ,1der this policy, nor deny any of the rights and benefits accruing to the NP anicipali*v under on the basis that such claim is subject to Code of Iowa Section 670.4 -)less and -itil a coin L III competent jurisdiction has ruled in favor of the defense of governments: in.. -Nity as- _rteu by )r on behalf of the Municipality. All other t, conditi, of the P ,icy remain unchanged. This en, ement ,which forms , part of and is for attachment to the policy issued by the designated Insurers, *akes effe, n '.ie Policy Effective date of said policy at the hour stated in said policy, unless another 'active dat, ',e Endorsement Effective Date) is shown below, and expires concurrently with said policy. Form No: CNA101396XX (03-2021) Policy No: POLSYM POLNUM Endorsement Effective Date: [TEFFDATI Policy Effective Date: PTEFFDAT Endorsement No: [ENDSEQNUMI ; Page: a of b Policy Page: x of y Underwriting Company: UWCOMP, UWADDR1 UWADDR2, UWCITY, UWSTATE UWZIP ° Copyright CNA All Rights Reserved. CNA CNA PARAMOUNT Technology General Liability Extension Endorsement It is understood and agreed that this endorsement amends the COMMERCIAL GENERAL LIABILITY COVERAGE PART as follows. If any other endorsement attached to this policy amends any provision also amended by this endorsement, then that other endorsement controls with respect to such provision, and the changes made by this endorsement with respect to such provision do not apply. TABLE OF CONTENTS 1. Additional Insureds 2. Additional Insured - Primary And Non -Contributory To Additional Insured's Insurance 3. Bodily Injury — Expanded Definition 4. Broad Knowledge of Occurrence/ Notice of Occurrence 5. Broad Named Insured 6. Estates, Legal Representatives and Spouses 7. Expected Or Intended Injury — Exception for Reasonable Force 8. In Rem Actions 9. Incidental Health Care Malpractice Coverage 10. Joint Ventures/Partnership/Limited Liability Companies 11. Legal Liability — Damage To Premises 12. Medical Payments 13. Non -owned Aircraft Coverage 14. Non -owned Watercraft 15. Personal And Advertising Injury — Discrimination or Humiliation 16. Personal And Advertising Injury - Limited Contractual Liability 17. Property Damage - Elevators 18. Supplementary Payments 19. Property Damage — Patterns, Molds and Dies 20. Unintentional Failure To Disclose Hazards 21. Waiver of Subrogation — Blanket CNA74872XX (1 - 15) Page 1 of 14 AMERICAN CASUALTY CO OF READING,PA Policy No: 7092029663 Endorsement No: 10 Effective Date: 05/17/2024 Insured Name: CIVICPLUS, LLC Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. CNA CNA PARAMOUNT Technology General Liability Extension Endorsement 1. ADDITIONAL INSUREDS a. WHO IS AN INSURED is amended to include as an Insured any person or organization described in paragraphs A. through K. below whom a Named Insured is required to add as an additional insured on this Coverage Part under a written contract or written agreement, provided such contract or agreement: (1) is currently in effect or becomes effective during the term of this Coverage Part; and (2) was executed prior to: (a) the bodily injury or property damage; or (b) the offense that caused the personal and advertising injury, for which such additional insured seeks coverage. b. However, subject always to the terms and conditions of this policy, including the limits of insurance, the Insurer will not provide such additional insured with: (1) a higher limit of insurance than required by such contract or agreement; or (2) coverage broader than required by such contract or agreement, and in no event broader than that described by the applicable paragraph A. through K. below. Any coverage granted by this endorsement shall apply only to the extent permissible by law. A. Controlling Interest Any person or organization with a controlling interest in a Named Insured, but only with respect to such person or organization's liability for bodily injury, property damage or personal and advertising injury arising out of: 1. such person or organization's financial control of a Named Insured; or 2. premises such person or organization owns, maintains or controls while a Named Insured leases or occupies such premises; provided that the coverage granted by this paragraph does not apply to structural alterations, new construction or demolition operations performed by, on behalf of, or for such additional insured. B. Co-owner of Insured Premises A co-owner of a premises co -owned by a Named Insured and covered under this insurance but only with respect to such co -owner's liability for bodily injury, property damage or personal and advertising injury as co-owner of such premises. C. Grantor of Franchise Any person or organization that has granted a franchise to a Named Insured, but only with respect to such person or organization's liability for bodily injury, property damage or personal and advertising injury as grantor of a franchise to the Named Insured. D. Lessor of Equipment Any person or organization from whom a Named Insured leases equipment, but only with respect to liability for bodily injury, property damage or personal and advertising injury caused, in whole or in part, by the Named Insured's maintenance, operation or use of such equipment, provided that the occurrence giving rise to such bodily injury, property damage or the offense giving rise to such personal and advertising injury takes place prior to the termination of such lease. CNA74872XX (1-15) Policy No: Page 2 of 14 Endorsement No: 10 AMERICAN CASUALTY CO OF READING, PA Effective Date: Insured Name: CIVICPLUS, LLC Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. CNA CNA PARAMOUNT Technology General Liability Extension Endorsement E. Lessor of Land Any person or organization from whom a Named Insured leases land but only with respect to liability for bodily injury, property damage or personal and advertising injury arising out of the ownership, maintenance or use of such land, provided that the occurrence giving rise to such bodily injury, property damage or the offense giving rise to such personal and advertising injury takes place prior to the termination of such lease. The coverage granted by this paragraph does not apply to structural alterations, new construction or demolition operations performed by, on behalf of, or for such additional insured. F. Lessor of Premises An owner or lessor of premises leased to the Named Insured, or such owner or lessor's real estate manager, but only with respect to liability for bodily injury, property damage or personal and advertising injury arising out of the ownership, maintenance or use of such part of the premises leased to the Named Insured, and provided that the occurrence giving rise to such bodily injury or property damage, or the offense giving rise to such personal and advertising injury, takes place prior to the termination of such lease. The coverage granted by this paragraph does not apply to structural alterations, new construction or demolition operations performed by, on behalf of, or for such additional insured. G. Mortgagee, Assignee or Receiver A mortgagee, assignee or receiver of premises but only with respect to such mortgagee, assignee or receiver's liability for bodily injury, property damage or personal and advertising injury arising out of the Named Insured's ownership, maintenance, or use of a premises by a Named Insured. The coverage granted by this paragraph does not apply to structural alterations, new construction or demolition operations performed by, on behalf of, or for such additional insured. H. State or Governmental Agency or Subdivision or Political Subdivisions — Permits A state or governmental agency or subdivision or political subdivision that has issued a permit or authorization but only with respect to such state or governmental agency or subdivision or political subdivision's liability for bodily injury, property damage or personal and advertising injury arising out of: 1. the following hazards in connection with premises a Named Insured owns, rents, or controls and to which this insurance applies: a. the existence, maintenance, repair, construction, erection, or removal of advertising signs, awnings, canopies, cellar entrances, coal holes, driveways, manholes, marquees, hoistaway openings, sidewalk vaults, street banners, or decorations and similar exposures; or r v b. the construction, erection, or removal of elevators; or 0 N O c. the ownership, maintenance or use of any elevators covered by this insurance; or 2. the permitted or authorized operations performed by a Named Insured or on a Named Insured's behalf. The coverage granted by this paragraph does not apply to: a. Bodily injury, property damage or personal and advertising injury arising out of operations performed for the state or governmental agency or subdivision or political subdivision; or b. Bodily injury or property damage included within the products -completed operations hazard. With respect to this provision's requirement that additional insured status must be requested under a written contract or agreement, the Insurer will treat as a written contract any governmental permit that requires the Named Insured to add the governmental entity as an additional insured. CNA74872XX (1-15) Page 3 of 14 Endorsement No: AMERICAN CASUALTY CO OF READING,PA Insured Name: CIVICPLUS, LLC Policy No: Effective Date: 10 Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. CNA CNA PARAMOUNT Technology General Liability Extension Endorsement I. Trade Show Event Lessor 1. With respect to a Named Insured's participation in a trade show event as an exhibitor, presenter or displayer, any person or organization whom the Named Insured is required to include as an additional insured, but only with respect to such person or organization's liability for bodily injury, property damage or personal and advertising injury caused by: a. the Named Insured's acts or omissions; or b. the acts or omissions of those acting on the Named Insured's behalf, in the performance of the Named Insured's ongoing operations at the trade show event premises during the trade show event. 2. The coverage granted by this paragraph does not apply to bodily injury or property damage included within the products -completed operations hazard. J. Vendor Any person or organization but only with respect to such person or organization's liability for bodily injury or property damage arising out of your products which are distributed or sold in the regular course of such person or organization's business, provided that: 1. The coverage granted by this paragraph does not apply to: a. bodily injury or property damage for which such person or organization is obligated to pay damages by reason of the assumption of liability in a contract or agreement unless such liability exists in the absence of the contract or agreement; b. any express warranty unauthorized by the Named Insured; c. any physical or chemical change in any product made intentionally by such person or organization; d. repackaging, except when unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; e. any failure to make any inspections, adjustments, tests or servicing that such person or organization has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products; If. demonstration, installation, servicing or repair operations, except such operations performed at such person or organization's premises in connection with the sale of a product; g. products which, after distribution or sale by the Named Insured, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for such person or organization; or h. bodily injury or property damage arising out of the sole negligence of such person or organization for its own acts or omissions or those of its employees or anyone else acting on its behalf. However, this exclusion does not apply to: (1) the exceptions contained in Subparagraphs d. or If. above; or (2) such inspections, adjustments, tests or servicing as such person or organization has agreed with the Named Insured to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products. 2. This Paragraph J. does not apply to any insured person or organization, from whom the Named Insured has acquired such products, nor to any ingredient, part or container, entering into, accompanying or containing such products. CNA74872XX (1-15) Policy No: Page 4 of 14 Endorsement No: 10 AMERICAN CASUALTY CO OF READING, PA Effective Date: Insured Name: CIVICPLUS, LLC Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. CNA CNA PARAMOUNT Technology General Liability Extension Endorsement 3. This Paragraph J. also does not apply: a. to any vendor specifically scheduled as an additional insured by endorsement to this Coverage Part; b. to any of your products for which coverage is excluded by endorsement to this Coverage Part; nor c. if bodily injury or property damage included within the products -completed operations hazard is excluded by endorsement to this Coverage Part. K. Other Person Or Organization / Your Work Any person or organization who is not an additional insured under Paragraphs A. through J. above. Such additional insured is an Insured solely for bodily injury, property damage or personal and advertising injury for which such additional insured is liable because of the Named Insured's acts or omissions. The coverage granted by this paragraph does not apply to any person or organization: 1. who is specifically scheduled as an additional insured on another endorsement to this Coverage Part; nor 2. for bodily injury or property damage included within the products -completed operations hazard except to the extent all of the following apply: a. this Coverage Part provides such coverage; b. the written contract or agreement described in the opening paragraph of this ADDITIONAL INSUREDS Provision requires the Named Insured to provide the additional insured such coverage; and c. the bodily injury or property damage results from your work that is the subject of the written contract or agreement, and such work has not been excluded by endorsement to this Coverage Part. 2. ADDITIONAL INSURED - PRIMARY AND NON-CONTRIBUTORY TO ADDITIONAL INSURED'S INSURANCE A. The Other Insurance Condition in the COMMERCIAL GENERAL LIABILITY CONDITIONS Section is amended to add the following paragraph: If the Named Insured has agreed in writing in a contract or agreement that this insurance is primary and non- contributory relative to an additional insured's own insurance, then this insurance is primary, and the Insurer will not seek contribution from that other insurance. For the purpose of this Provision 2., the additional insured's own N insurance means insurance on which the additional insured is a named insured. a B. With respect to persons or organizations that qualify as additional insureds pursuant to paragraph 1.K. of this endorsement, the following sentence is added to the paragraph above: 0 0 Otherwise, and notwithstanding anything to the contrary elsewhere in this Condition, the insurance provided to 0 such person or organization is excess of any other insurance available to such person or organization. N 3. BODILY INJURY — EXPANDED DEFINITION Under DEFINITIONS, the definition of bodily injury is deleted and replaced by the following: Bodily injury means physical injury, sickness or disease sustained by a person, including death, humiliation, shock, mental anguish or mental injury sustained by that person at any time which results as a consequence of the physical injury, sickness or disease. 4. BROAD KNOWLEDGE OF OCCURRENCE/ NOTICE OF OCCURRENCE Under CONDITIONS, the condition entitled Duties in The Event of Occurrence, Offense, Claim or Suit Condition is amended to add the following provisions: A. BROAD KNOWLEDGE OF OCCURRENCE CNA74872XX (1-15) Page 5 of 14 Endorsement No: AMERICAN CASUALTY CO OF READING,PA Insured Name: CIVICPLUS, LLC Policy No: Effective Date: 10 Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. CNA CNA PARAMOUNT Technology General Liability Extension Endorsement The Named Insured must give the Insurer or the Insurer's authorized representative notice of an occurrence, offense or claim only when the occurrence, offense or claim is known to a natural person Named Insured, to a partner, executive officer, manager or member of a Named Insured, or to an employee designated by any of the above to give such notice. B. NOTICE OF OCCURRENCE The Named Insured's rights under this Coverage Part will not be prejudiced if the Named Insured fails to give the Insurer notice of an occurrence, offense or claim and that failure is solely due to the Named Insured's reasonable belief that the bodily injury or property damage is not covered under this Coverage Part. However, the Named Insured shall give written notice of such occurrence, offense or claim to the Insurer as soon as the Named Insured is aware that this insurance may apply to such occurrence, offense or claim. 5. BROAD NAMED INSURED WHO IS AN INSURED is amended to delete its Paragraph 3. in its entirety and replace it with the following: 3. Pursuant to the limitations described in Paragraph 4. below, any organization in which a Named Insured has management control: a. on the effective date of this Coverage Part; or b. by reason of a Named Insured creating or acquiring the organization during the policy period, qualifies as a Named Insured, provided that there is no other similar liability insurance, whether primary, contributory, excess, contingent or otherwise, which provides coverage to such organization, or which would have provided coverage but for the exhaustion of its limit, and without regard to whether its coverage is broader or narrower than that provided by this insurance. But this BROAD NAMED INSURED provision does not apply to: (a) any partnership or joint venture; or (b) any organization for which coverage is excluded by another endorsement attached to this Coverage Part. For the purpose of this provision, and of this endorsement's JOINT VENTURES / PARTNERSHIP / LIMITED LIABILITY COMPANIES provision, management control means: A. owning interests representing more than 50% of the voting, appointment or designation power for the selection of a majority of the Board of Directors of a corporation, or the members of the management board of a limited liability company; or B. having the right, pursuant to a written trust agreement, to protect, control the use of, encumber or transfer or sell property held by a trust. 4. With respect to organizations which qualify as Named Insureds by virtue of Paragraph 3. above, this insurance does not apply to: a. bodily injury or property damage that first occurred prior to the date of management control, or that first occurs after management control ceases; nor b. personal or advertising injury caused by an offense that first occurred prior to the date of management control or that first occurs after management control ceases. 5. The insurance provided by this Coverage Part applies to Named Insureds when trading under their own names or under such other trading names or doing -business -as names (dba) as any Named Insured should choose to employ. CNA74872XX (1-15) Policy No: Page 6 of 14 Endorsement No: 10 AMERICAN CASUALTY CO OF READING, PA Effective Date: Insured Name: CIVICPLUS, LLC Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. CNA CNA PARAMOUNT Technology General Liability Extension Endorsement 6. ESTATES, LEGAL REPRESENTATIVES, AND SPOUSES The estates, heirs, legal representatives and spouses of any natural person Insured shall also be insured under this policy; provided, however, coverage is afforded to such estates, heirs, legal representatives, and spouses only for claims arising solely out of their capacity or status as such and, in the case of a spouse, where such claim seeks damages from marital community property, jointly held property or property transferred from such natural person Insured to such spouse. No coverage is provided for any act, error or omission of an estate, heir, legal representative, or spouse outside the scope of such person's capacity or status as such, provided however that the spouse of a natural person Named Insured and the spouses of members or partners of joint venture or partnership Named Insureds are Insureds with respect to such spouses' acts, errors or omissions in the conduct of the Named Insured's business. 7. EXPECTED OR INTENDED INJURY— EXCEPTION FOR REASONABLE FORCE Under COVERAGES, Coverage A — Bodily Injury And Property Damage Liability, the paragraph entitled Exclusions is amended to delete the exclusion entitled Expected or Intended Injury and replace it with the following: This insurance does not apply to: Expected or Intended Injury Bodily injury or property damage expected or intended from the standpoint of the Insured. This exclusion does not apply to bodily injury or property damage resulting from the use of reasonable force to protect persons or property. 8. IN REM ACTIONS A quasi in rem action against any vessel owned or operated by or for the Named Insured, or chartered by or for the Named Insured, will be treated in the same manner as though the action were in personam against the Named Insured. 9. INCIDENTAL HEALTH CARE MALPRACTICE COVERAGE Solely with respect to bodily injury that arises out of a health care incident: A. Under COVERAGES, Coverage A — Bodily Injury And Property Damage Liability, the Insuring Agreement is amended to replace Paragraphs 1.b.(1) and 1.b.(2) with the following: b. This insurance applies to bodily injury provided that the professional health care services are incidental to 0 the Named Insured's primary business purpose, and only if: 0 (1) such bodily injury is caused by an occurrence that takes place in the coverage territory. r 0 (2) the bodily injury first occurs during the policy period. All bodily injury arising from an occurrence will 0 be deemed to have occurred at the time of the first act, error, or omission that is part of the occurrence; " and B. Under COVERAGES, Coverage A — Bodily Injury And Property Damage Liability, the paragraph entitled Exclusions is amended to: i. add the following to the Employers Liability exclusion: This exclusion applies only if the bodily injury arising from a health care incident is covered by other liability insurance available to the Insured (or which would have been available but for exhaustion of its limits). ii. delete the exclusion entitled Contractual Liability and replace it with the following: This insurance does not apply to: CNA74872XX (1-15) Page 7 of 14 Endorsement No: AMERICAN CASUALTY CO OF READING,PA Insured Name: CIVICPLUS, LLC Policy No: Effective Date: 10 Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. CNA CNA PARAMOUNT Technology General Liability Extension Endorsement Contractual Liability the Insured's actual or alleged liability under any oral or written contract or agreement, including but not limited to express warranties or guarantees. iii. add the following additional exclusions. This insurance does not apply to: Discrimination any actual or alleged discrimination, humiliation or harassment, that includes but shall not be limited to claims based on an individual's race, creed, color, age, gender, national origin, religion, disability, marital status or sexual orientation. Dishonesty or Crime Any actual or alleged dishonest, criminal or malicious act, error or omission. Medicare/Medicaid Fraud any actual or alleged violation of law with respect to Medicare, Medicaid, Tricare or any similar federal, state or local governmental program. Services Excluded by Endorsement Any health care incident for which coverage is excluded by endorsement. C. DEFINITIONS is amended to: i. add the following definitions: Health care incident means an act, error or omission by the Named Insured's employees or volunteer workers in the rendering of: a. professional health care services on behalf of the Named Insured or b. Good Samaritan services rendered in an emergency and for which no payment is demanded or received. Professional health care services means any health care services or the related furnishing of food, beverages, medical supplies or appliances by the following providers in their capacity as such but solely to the extent they are duly licensed as required: a. Physician; b. Nurse; c. Nurse practitioner; d. Emergency medical technician; e. Paramedic; f. Dentist; g. Physical therapist; h. Psychologist; i. Speech therapist; j. Other allied health professional; or Professional health care services does not include any services rendered in connection with human clinical trials or product testing. CNA74872XX (1-15) Policy No: Page 8 of 14 Endorsement No: 10 AMERICAN CASUALTY CO OF READING, PA Effective Date: Insured Name: CIVICPLUS, LLC Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. CNA CNA PARAMOUNT Technology General Liability Extension Endorsement ii. delete the definition of occurrence and replace it with the following: Occurrence means a health care incident. All acts, errors or omissions that are logically connected by any common fact, circumstance, situation, transaction, event, advice or decision will be considered to constitute a single occurrence; iii. amend the definition of Insured to: a. add the following: • the Named Insured's employees are Insureds with respect to: (1) bodily injury to a co -employee while in the course of the co -employee's employment by the Named Insured or while performing duties related to the conduct of the Named Insured's business; and (2) bodily injury to a volunteer worker while performing duties related to the conduct of the Named Insured's business; when such bodily injury arises out of a health care incident. • the Named Insured's volunteer workers are Insureds with respect to: (1) bodily injury to a co -volunteer worker while performing duties related to the conduct of the Named Insured's business; and (2) bodily injury to an employee while in the course of the employee's employment by the Named Insured or while performing duties related to the conduct of the Named Insured's business; when such bodily injury arises out of a health care incident. b. delete Subparagraphs (a), (b), (c) and (d) of Paragraph 2.a.(1) of WHO IS AN INSURED. c. add the following: Insured does not include any physician while acting in his or her capacity as such. D. The Other Insurance condition is amended to delete Paragraph b.(1) in its entirety and replace it with the a following: a 0 Other Insurance 0 b. Excess Insurance 0 r (1) To the extent this insurance applies, it is excess over any other insurance, self insurance or risk transfer instrument, whether primary, excess, contingent or on any other basis, except for insurance purchased " specifically by the Named Insured to be excess of this coverage. 10. JOINT VENTURES / PARTNERSHIP / LIMITED LIABILITY COMPANIES WHO IS AN INSURED is amended to delete its last paragraph and replace it with the following: No person or organization is an Insured with respect to: • the conduct of any current or past partnership or joint venture that is not shown as a Named Insured in the Declarations; nor • the conduct of a current or past limited liability company in which a Named Insured's interest does/did not rise to the level of management control; except that if the Named Insured was a joint venturer, partner, or member of such a limited liability company, and such joint venture, partnership or limited liability company terminated prior to or during the policy period, then such CNA74872XX (1-15) Page 9 of 14 Endorsement No: AMERICAN CASUALTY CO OF READING,PA Insured Name: CIVICPLUS, LLC Policy No: Effective Date: 10 Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. CNA CNA PARAMOUNT Technology General Liability Extension Endorsement Named Insured is an Insured with respect to its interest in such joint venture, partnership or limited liability company but only to the extent that: a. any offense giving rise to personal and advertising injury occurred prior to such termination date, and the personal and advertising injury arising out of such offense, first occurred after such termination date; b. the bodily injury or property damage first occurred after such termination date; and c. there is no other valid and collectible insurance purchased specifically to insure the partnership, joint venture or limited liability company. 11. LEGAL LIABILITY — DAMAGE TO PREMISES A. Under COVERAGES, Coverage A — Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions is amended to delete the first paragraph immediately following subparagraph (6) of the Damage to Property exclusion and replace it with the following: Paragraphs (1), (3) and (4) of this exclusion do not apply to property damage (other than damage by fire, lightning, explosion, smoke or leakage from automatic fire protective systems) to premises rented to the Named Insured or temporarily occupied by the Named Insured with the permission of the owner, nor to the contents of premises rented to the Named Insured for a period of 7 or fewer consecutive days. A separate limit of insurance applies to Damage To Premises Rented To You as described in LIMITS OF INSURANCE. B. Under COVERAGES, Coverage A — Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions is amended to delete its last paragraph and replace it with the following: Exclusions c. through n. do not apply to damage by fire, lightning, explosion, smoke or leakage from automatic fire protective systems to premises while rented to a Named Insured or temporarily occupied by a Named Insured with permission of the owner, nor to damage to the contents of premises rented to a Named Insured for a period of 7 or fewer consecutive days. A separate limit of insurance applies to this coverage as described in the LIMITS OF INSURANCE Section. C. LIMITS OF INSURANCE is amended to delete Paragraph 6. (the Damage To Premises Rented To You Limit) and replace it with the following: 6. Subject to Paragraph 5. above, (the Each Occurrence Limit), the Damage To Premises Rented To You Limit is the most the Insurer will pay under COVERAGE A for damages because of property damage to: a. any one premises while rented to a Named Insured or temporarily occupied by a Named Insured with the permission of the owner; and b. contents of such premises if the premises is rented to the Named Insured for a period of 7 or fewer consecutive days. The Damage To Premises Rented To You Limit is $500,000. unless a higher Damage to Premises Rented to You Limit is shown in the Declarations. D. The Other Insurance Condition is amended to delete Paragraph b.(1)(a)(ii), and replace it with the following: (ii) That is property insurance for premises rented to a Named Insured, for premises temporarily occupied by the Named Insured with the permission of the owner; or for personal property of others in the Named Insured's care, custody or control; E. This Provision 11. does not apply if liability for damage to premises rented to a Named Insured is excluded by another endorsement attached to this Coverage Part. CNA74872XX (1-15) Policy No: Page 10 of 14 Endorsement No: 10 AMERICAN CASUALTY CO OF READING, PA Effective Date: Insured Name: CIVICPLUS, LLC Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. CNA CNA PARAMOUNT Technology General Liability Extension Endorsement 12. MEDICAL PAYMENTS A. LIMITS OF INSURANCE is amended to delete Paragraph 7. (the Medical Expense Limit) and replace it with the following: 7. Subject to Paragraph 5. above (the Each Occurrence Limit), the Medical Expense Limit is the most the Insurer will pay under Coverage C — Medical Payments for all medical expenses because of bodily injury sustained by any one person. The Medical Expense Limit is the greater of: (1) $15,000 unless a different amount is shown here: ; or (2) the amount shown in the Declarations for Medical Expense Limit. B. Under COVERAGES, the Insuring Agreement of Coverage C — Medical Payments is amended to replace Paragraph 1.a.(3)(b) with the following: (b) The expenses are incurred and reported to the Insurer within three years of the date of the accident; and 13. NON -OWNED AIRCRAFT Under COVERAGES, Coverage A — Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions is amended as follows: The exclusion entitled Aircraft, Auto or Watercraft is amended to add the following: This exclusion does not apply to an aircraft not owned by any Named Insured, provided that: 1. the pilot in command holds a currently effective certificate issued by the duly constituted authority of the United States of America or Canada, designating that person as a commercial or airline transport pilot; 2. the aircraft is rented with a trained, paid crew to the Named Insured; and 3. the aircraft is not being used to carry persons or property for a charge. 14. NON -OWNED WATERCRAFT Under COVERAGES, Coverage A — Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions is amended to delete subparagraph (2) of the exclusion entitled Aircraft, Auto or Watercraft, and replace it with the following. N V 0 This exclusion does not apply to: 0 (2) a watercraft that is not owned by any Named Insured, provided the watercraft is: 0 0 (a) less than 75 feet long; and 0 (b) not being used to carry persons or property for a charge. 15. PERSONAL AND ADVERTISING INJURY —DISCRIMINATION OR HUMILIATION A. Under DEFINITIONS, the definition of personal and advertising injury is amended to add the following tort: • Discrimination or humiliation that results in injury to the feelings or reputation of a natural person. B. Under COVERAGES, Coverage B — Personal and Advertising Injury Liability, the paragraph entitled Exclusions is amended to: 1. delete the Exclusion entitled Knowing Violation Of Rights Of Another and replace it with the following: This insurance does not apply to: CNA74872XX (1-15) Page 11 of 14 Endorsement No: AMERICAN CASUALTY CO OF READING,PA Insured Name: CIVICPLUS, LLC Policy No: Effective Date: 10 Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. CNA CNA PARAMOUNT Technology General Liability Extension Endorsement Knowing Violation of Rights of Another Personal and advertising injury caused by or at the direction of the Insured with the knowledge that the act would violate the rights of another and would inflict personal and advertising injury. This exclusion shall not apply to discrimination or humiliation that results in injury to the feelings or reputation of a natural person, but only if such discrimination or humiliation is not done intentionally by or at the direction of: (a) the Named Insured; or (b) any executive officer, director, stockholder, partner, member or manager (if the Named Insured is a limited liability company) of the Named Insured. 2. add the following exclusions: This insurance does not apply to: Employment Related Discrimination Discrimination or humiliation directly or indirectly related to the employment, prospective employment, past employment or termination of employment of any person by any Insured. Premises Related Discrimination discrimination or humiliation arising out of the sale, rental, lease or sub -lease or prospective sale, rental, lease or sub -lease of any room, dwelling or premises by or at the direction of any Insured. Notwithstanding the above, there is no coverage for fines or penalties levied or imposed by a governmental entity because of discrimination. The coverage provided by this PERSONAL AND ADVERTISING INJURY —DISCRIMINATION OR HUMILIATION Provision does not apply to any person or organization whose status as an Insured derives solely from • Provision 1. ADDITIONAL INSURED of this endorsement; or • attachment of an additional insured endorsement to this Coverage Part. 16. PERSONAL AND ADVERTISING INJURY - LIMITED CONTRACTUAL LIABILITY A. Under COVERAGES, Coverage B —Personal and Advertising Injury Liability, the paragraph entitled Exclusions is amended to delete the exclusion entitled Contractual Liability and replace it with the following: This insurance does not apply to: Contractual Liability Personal and advertising injury for which the Insured has assumed liability in a contract or agreement. This exclusion does not apply to liability for damages: (1) that the Insured would have in the absence of the contract or agreement; or (2) assumed in a contract or agreement that is an insured contract provided the offense that caused such personal or advertising injury first occurred subsequent to the execution of such insured contract. Solely for the purpose of liability assumed in an insured contract, reasonable attorney fees and necessary litigation expenses incurred by or for a party other than an Insured are deemed to be damages because of personal and advertising injury provided: (a) liability to such party for, or for the cost of, that party's defense has also been assumed in such insured contract; and (b) such attorney fees and litigation expenses are for defense of such party against a civil or alternative dispute resolution proceeding in which covered damages are alleged. CNA74872XX (1-15) Policy No: Page 12 of 14 Endorsement No: 10 AMERICAN CASUALTY CO OF READING, PA Effective Date: Insured Name: CIVICPLUS, LLC Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. CNA CNA PARAMOUNT Technology General Liability Extension Endorsement B. Solely for the purpose of the coverage provided by this paragraph, DEFINITIONS is amended to delete the definition of insured contract in its entirety, and replace it with the following: Insured contract means that part of a written contract or written agreement pertaining to the Named Insured's business under which the Named Insured assumes the tort liability of another party to pay for personal or advertising injury arising out of the offense of false arrest, detention or imprisonment. Tort liability means a liability that would be imposed by law in the absence of any contract or agreement. C. Solely for the purpose of the coverage provided by this paragraph, the following changes are made to the Section entitled SUPPLEMENTARY PAYMENTS — COVERAGES A AND B: 1. Paragraph 2.d. is replaced by the following: d. The allegations in the suit and the information the Insurer knows about the offense alleged in such suit are such that no conflict appears to exist between the interests of the Insured and the interests of the indemnitee; 2. The first unnumbered paragraph beneath Paragraph 2.f.(2)(b) is deleted and replaced by the following: So long as the above conditions are met, attorneys fees incurred by the Insurer in the defense of that indemnitee, necessary litigation expenses incurred by the Insurer, and necessary litigation expenses incurred by the indemnitee at the Insurer's request will be paid as defense costs. Notwithstanding the provisions of Paragraph e.(2) of the Contractual Liability exclusion (as amended by this Endorsement), such payments will not be deemed to be damages for personal and advertising injury and will not reduce the limits of insurance. D. This PERSONAL AND ADVERTISING INJURY - LIMITED CONTRACTUAL LIABILITY Provision does not apply if Coverage B —Personal and Advertising Injury Liability is excluded by another endorsement attached to this Coverage Part. 17. PROPERTY DAMAGE —ELEVATORS A. Under COVERAGES, Coverage A — Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions is amended such that the Damage to Your Product Exclusion and subparagraphs (3), (4) and (6) of the Damage to Property Exclusion do not apply to property damage that results from the use of elevators. a B. Solely for the purpose of the coverage provided by this PROPERTY DAMAGE — ELEVATORS Provision, the 0 Other Insurance conditions is amended to add the following paragraph: 0 This insurance is excess over any of the other insurance, whether primary, excess, contingent or on any other 0 basis that is Property insurance covering property of others damaged from the use of elevators. 0 0 18. SUPPLEMENTARY PAYMENTS 0 N The section entitled SUPPLEMENTARY PAYMENTS — COVERAGES A AND B is amended as follows: A. Paragraph 1.b. is amended to delete the $250 limit shown for the cost of bail bonds and replace it with a $5,000. limit; and B. Paragraph 1.d. is amended to delete the limit of $250 shown for daily loss of earnings and replace it with a $1,000. limit. 19. PROPERTY DAMAGE - PATTERNS MOLDS AND DIES Under COVERAGES, Coverage A — Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions is amended to delete subparagraphs (3) and (4) of the Exclusion entitled Damage to Property, but only with respect to patterns, molds or dies that are in the care, custody or control of the Insured, and only if such patterns, molds or dies are not being used to perform operations at the time of loss. A limit of insurance of $25,000 per policy period applies to this PROPERTY DAMAGE - PATTERNS MOLDS AND DIES coverage, and this limit: CNA74872XX (1-15) Page 13 of 14 Endorsement No: AMERICAN CASUALTY CO OF READING,PA Insured Name: CIVICPLUS, LLC Policy No: Effective Date: 10 Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. CNA CNA PARAMOUNT Technology General Liability Extension Endorsement A. is included within the General Aggregate Limit as described in LIMITS OF INSURANCE; and B. applies excess over any valid and collectible property insurance available to the Insured, including any deductible applicable to such insurance; the Other Insurance condition is changed accordingly. 20. UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS If the Named Insured unintentionally fails to disclose all existing hazards at the inception date of the Named Insured's Coverage Part, the Insurer will not deny coverage under this Coverage Part because of such failure. 21. WAIVER OF SUBROGATION - BLANKET Under CONDITIONS, the condition entitled Transfer Of Rights Of Recovery Against Others To Us is amended to add the following: The Insurer waives any right of recovery the Insurer may have against any person or organization because of payments the Insurer makes for injury or damage arising out of: 1. the Named Insured's ongoing operations; or 2. your work included in the products -completed operations hazard. However, this waiver applies only when the Named Insured has agreed in writing to waive such rights of recovery in a written contract or written agreement, and only if such contract or agreement: 1. is in effector becomes effective during the term of this Coverage Part; and 2. was executed prior to the bodily injury, property damage or personal and advertising injury giving rise to the claim. All other terms and conditions of the Policy remain unchanged. This endorsement, which forms a part of and is for attachment to the Policy issued by the designated Insurers, takes effect on the effective date of said Policy at the hour stated in said Policy, unless another effective date is shown below, and expires concurrently with said Policy. CNA74872XX (1-15) Policy No: Page 14 of 14 Endorsement No: 10 AMERICAN CASUALTY CO OF READING, PA Effective Date: Insured Name: CIVICPLUS, LLC Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission.