2477 ORDINANCE NO. 2� `
AN ORDINANCE TO WAIVE COMPETITIVE BIDDING AND TO
APPROVE AN AGREEMENT WITH CIVICPLUS,INC. d/b/a CIVICPLUS
FOR THE REDEVELOPMENT OF CITY'S CURRENT WEBSITE,
DECLARING AN EMERGENCY AND FOR OTHER PURPOSES.
WHEREAS, Arkansas Code Annotated Section 14-58-303 allows waiving of
competitive bidding in exceptional situations where such procedure is deemed not feasible or
practical; arid
WHEREAS, the West Memphis Advertising and Promotion Commission has
recommended that the City's current website be redeveloped in order to implement a more
efficient way to communicate with our citizens, as well as our visitors; and
WHEREAS, the West Memphis Advertising and Promotion Commission distributed
request for proposals ("RFP") to companies which could provide the services needed by the City;
and
WHEREAS,CivicPlus, Inc. d/b/a CivicPlus was able to provide the services necessary
to meet all requirements of the RFP; and
WHEREAS, it would not be feasible or practical to conduct competitive bidding for such
services due to different approaches and processes used, and the requirements of the RFP;
NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE
CITY OF WEST MEMPHIS,ARKANSAS, THAT:
SECTION 1. Competitive bidding is hereby waived for the following item to be used by
the City of West Memphis and the West Memphis Advertising and Promotion Commission: The
redevelopment of the City's current website and the deployment by CivicPlus, Inc. d/b/a
CivicPlus for a total amount of$45,713.50 for the first year and the annual service fee of
f
$7,022.50 to include GCMS Enhancements, Maintenance, Support and Hosting. The annual
service fee is subject to annual 5% increase year 3 and beyond.
SECTION 2. The agreement between the City of West Memphis, Arkansas, and
CivicPlus, Inc. d/b/a CivicPlus for the website redevelopment is hereby approved and the Mayor
and City Clerk are hereby authorized and directed to execute said agreement on behalf of the City
of West Memphis.
SECTION 3. All ordinances or parts of ordinances in conflict herewith are hereby
repealed to the extent of such conflict.
SECTION 4. EMERGENCY CLAUSE. It having been found and determined by the
City Council of the City of West Memphis, Arkansas, that there is an urgent need by the City of
West Memphis for the redevelopment the City's current website to adhere to the time line
included in the RFP in order to implement a more efficient way to communicate with our
citizens, as well as our visitors, an emergency is hereby declared to exist, and this Ordinance
being necessary for the preservation of the public peace, health, safety and welfare of the citizens
of West Memphis,Arkansas, shall be in full force and effect from and after the date of its
passage and approval.
PASSED AND APPROVED this 5+k day of , 2018.
WILLIAM H. JOHNSO , MAYOR
f
S
ATTEST:
PHILLIP PA,YA, CITY CLERK
SPONSORF .D BY:
RECEIVED
City Clerk'si
BM� /
C' Service& ...icense Agreement Contract Information
Contact Information
Organization URL
Street Address
Address 2
City State Postal
Code
CivicPlus provides telephone support for all trained clients from lam—7pm Central Time,Monday-Friday(excluding holidays).Emergency
Support is providec on a 24/7/365 basis for representatives named by the Client.Client is responsible for ensuring CivicPlus has current
updates.
Emergency Contzct&Mobile Phone
Emergency Contact&Mobile Phone
Emergency Conti rt&Mobile Phone
Billing Contact E-Mail
Phone Ext. Fax
Billing Address
Address 2
City ST Postal
Code
Tax ID# Sales Tax
Exempt#
Billing Terms AnnualAccountRep
Info Required on Invoice(PO or Job#)
Contract Contact Email
Phone Ext. Fax
�a
Project Contact Email
Phone Ext. Fax
n
CivicPlus•302 S.41"Street,Suite 500•Manhattan,KS 66502•www.CivicPlus.com
Toll Free 888-228-2233•Accounting Ext.291 •Support Ext.307•Fax 785-587-8951
Cp Exhibit A.1 for West Memphis Advertising and Promotion Commission
Exhibit A.1 - CivicPlus Statement of Work#1
All Quotes are in US Dollars and Valid for 30 Days from June 11,2018
Project Development and Deployment
• First Year Annt,al Services (Initial GCMS@)upgrades, maintenance,support and hosting)
• Server Storage not to exceed 25 GB
• Services and Dnliverables as described in Addendum 1
• Up to 285 page:;of content migration from any of:
o http://www.westmemphisutilities.com/
o htIp:/twestmemphis.com/
o http://www.explorewestmemphis.com/ $45,713.50
o http://ww.westmemphisfiredepartment.com
o hil:p://www.wmexhub.com/
o hitps://www.westmemphishr.com/
o hiltp://westmemphispolice.org/
o h^tp://www.westmemphismegasite.com/
• Ongoing recurr ng 48-month redesign, as described in Addendum 2
• 3 Years of Age ldas&Minutes in PDF or DOC format migrated
• 3 Days Virtual Iimplementation Training for up to 6 Client Staff Members
Project Enhance lnents
• 1x SSL Certific:3te (for 1 domain)
• 3 Days Onsite Consulting
• 1 Day Virtual Gonsulting for Site Launch Included
• CivicMedia wi:lh 10 GB Additional Storage
• CivicSend for up to 10,000 subscribers
• 3x Departmen I:Header PAckages
Total Fees Year 1 $45,713.50
Annual Services (Continuing GCMS@)Enhancements, Maintenance, Support and Hosting)
Billed 12 months °rom SOW signing;subject to annual 5%increase ear 3 and beyond
$7,022.50
Total Annual Services $7,022.50
1. Performanas and payment under this SOW shall be subject to the terms&conditions of the Agreement by and between Client
and CivicPli is, to which this Statement of Work#1 (SOW#1)is hereby attached as Exhibit A.1.
2. This SOW A 1 shall remain in effect for an initial term of one year(12 months)from signing. In the event that neither party gives
60 days' no,iice to terminate prior to the end of the initial or any subsequent renewal term,this Agreement will automatically
renew for an additional 1-year Renewal Term.
3. The Total F;es Year 1 will be invoiced at the completion of the following phases as defined in Addendum 1 to this SOW#1:
a. Cc rnpletion of Phase 2: Design Presentation—one half of the Total Fees Year 1.
b. Cc rnpletion of Phase 4:Website Review&Training—the remaining half of the Total Fees Year 1.
4. Renewal Te mi Annual Services shall be invoiced on the date of signature of relevant calendar years.Annual services,
including bit not limited to hosting, support and maintenance services,shall be provisioned in accordance with Addendum 3 to
this SOW#I and shall be subject to a 5%annual increase beginning in Year 3 of service.
5. After forty-eight(48)months of continuous service, Client is entitled to a no-cost redesign, details noted in Addendum 2.
Redesigns I hat include additional features not available on the original website may be subject to additional charges.
Additional features include, but are not limited to,additional modules and integration of third-party software.
6. Client allow:; CivicPlus to display a"Government Websites by CivicPlus"insignia, and web link at the bottom of their web
pages. Clie it understands that the pricing and any related discount structure provided under this SOW#1 assumes such
perpetual p::rmission.
Exhibit A.1 Page 1 of 5
CivicPlus•302 S.4th Street,Suite 500•Manhattan,KS 66502•www.CivicPlus.com
Toll Free 888-228-2233•Accounting Ext.291 •Support Ext.307•Fax 785-587-8951
V.PD 06.01.2015-0041
C;) Exhibit A.1 for West Memphis Advertising and Promotion Commission
7. The Client w II be invoiced electronically through email. Upon request CivicPlus will mail invoices and the Client will be charged
a$5.00 convenience fee.
8. CivicPlus shAl continue to honor prices as quoted in CivicPlus'response to Client's RFP—City Website Redesign,dated May
23,2018,for a period of 6 months from signing of this SOW#1.
9. If Client purchases a subscription for any modules associated with the CivicHR software suite,also maintained and sold by
CivicPlus,within 6 months of signing of this SOW#1, CivicPlus shall honor an additional 10%discount to such CivicHR sale to
be applied t( CivicPlus'standard pricing model for CivicHR.
Acceptance
We,the undersigned,agreeing to the conditions specified in this document, understand and authorize the provision of services outlined
in this Agreement.
Cli)nt CivicPlus
By: By:
Name: Name:
Title: Title:
Date: Date:
Exhibit A.1 Page 2 of 5
CivicPlus•302 S.4th Street,Suite 500•Manhattan,KS 66502•www.CivicPlus.com
Toll Free 888-228-2233•Accounting Ext.291 •Support Ext.307•Fax 785-587-8951
V.PD 06.01.2015-0041,
C;) Exhibit A.1 for West Memphis Advertising and Promotion Commission
Addendum 1 to Exhibit A.1 - Project Development Division of Work
Kick-Off
Deliverable: Project Timeline, training jump start information, online forms, kick-off meeting
CivicPlus w ll: Client will:
• assign a i iroject manager to this project • complete the following prior to Phase 1:Website
• conduct a Project Kick-off to review awarded Optimization Form, Content Form, and DNS Worksheet
contract • review and approve of project timeline within 5
• establish communication plan for the duration of the business days
project of ort • attend a kick-off meeting with key stakeholders or
• work with Client to identify all key internal and decision makers
external F roject stakeholders • if modifications are required after the review of the
• develop F roject timeline initial project timeline, Client has 10 business days to
address the modifications and come to a consensus
• provide a:cess to CivicPlus University(online
training rr anuals,videos and other resources)for the • approve the project timeline(limited to two reviews)
Client staff prior to proceeding with the project
• update the current primary live website content and
delete any pages from the website that are no longer
wanted or needed
Phase 1:Vrlebsite Optimization
Deliverable: Website Optimization Meeting
CIVICPIUS N ill: Client will provide:
• communi..ate status to Client, key stakeholders and • statistics from the current website from the past 12
personne I via emails or phone calls as needed months(optional)
• review th:=, goals and expectations submitted on the • pictures to be used in the overall design of the new
forms Cli?nt completed to ensure Client needs are website
clearly understood . a list of all divisions and/or departments within the
• gather pr;liminary design data for use organization
• a list of third-party and in-house developed applications
presently being utilized on the current website
• a site map or outline of the current website's
navigational structure if possible
• a list of any content on the current primary website that
must remain as is(verbatim)because of legal
requirements
Phase 2: [resign Presentation
D}liverable:Website grayscale layout and mood board color pallet presentation
CivicPlus will: Client will:
• present one custom layout in grayscale form and one • approve one layout and the mood board
mood bcard color palette based on the goals 0 review marketing packet material and guidelines
determired in the previous phase.The presented . Website Layout billing milestone complete
layout w II show the placement of the navigation,
graphic Dutton and feature areas.The mood board
will refle,::t the color and imagery that will represent
the tone of the design
• begin development of the website design upon layout
and moc d board approval
Exhibit A.1 Page 3 of 5
CivicPlus•302 S.4th Street,Suite 500•Manhattan,KS 66502•www.CivicPlus.com
Toll Free 888-228-2233•Accounting Ext.291 •Support Ext.307•Fax 785-587-8951
V.PD 06.01.2015-0041
CExhibit A.1 for West Memphis Advertising and Promotion Commission
Phase 3:VJebsite Reveal
Deliverable: Website design and production website.
CivicPlus will: Client will:
• present E functional website on a production URL • evaluate the website design and content and provide
• migrate content pages to the production URL as CivicPlus with feedback
described in Exhibit A.1 Statement of Work. • collaborate with CivicPlus on proposed changes
• conduct a quality review of the website to ensure the • revise the design according to the approved timeline
functionality and usability standards are met • if revised design changes are requested after the
• work witt Client to prepare for training design approval timeline date, the project's Go Live
• migrate ltgendas&Minutes in Microsoft Word.DOC date will be adjusted out(training and billing
or Adobe PDF format as described in Exhibit A.1 milestones will remain as per approved timeline)
Statemeiit of Work. • provide CivicPlus will all the necessary DNS items
identified for the website
Phase 4: %Vebsite Review&Training(See Exhibit A.1 Statement of Work for details)
D:liverable:Train System Administrator(s)on GCMSO Administration, permissions, setting up groups
and users, module administration. Basic User training on pages, module entries,applying modules to
pages. Applied use and usability consulting to result in effective communication through your website.
CivicPlus will: Client will:
• provide t-aining to Client before the website goes • provide a location for training in Client with internet
live access
• train staff members based on internal daily tasks . provide computers for staff to be trained on
and wori.tlow • Phase 4:Training billing milestone complete
• train stall'members on how to use the GCMSO,
update content pages and modules
Phase 5: Go Live
Deliverable: Custom website launched to the public.
CivicPlus Ivill: Client will:
• address system issues and bugs that Client finds • test and update the final site as per approved timeline
• redirect 1 he domain name to the newly developed • notify CivicPlus on any system issues or bugs found in
website 3s per approved timeline the website
CivicPlus•302 S.4th Street,Suite 500•Manhattan,KS 66502•www.CivicPlus.com Exhibit A.1 Page 4 of 5
V.PD 06.01.2015-004f Toll Free 888-228-2233•Accounting Ext.291 •Support Ext.307•Fax 785-587-8951
Cp Exhibit A.1 for West Memphis Advertising and Promotion Commission
Addendum 2 to Exhibit A.1 - Redesign Details
DevelopmentM Civ!cPlus Project . . of
Redesign
• New cesign for all items originally contracted for(main site, department headers and subsites)
• Rede elop navigation method(may choose top drop-down or other options)
• Design setup-wireframe
• Rede\elop graphic elements of website(Newsflash, FAQs, Calendar, etc.)
• Project Management
• Testing
• Review
• Conte'it Migration—Includes retouching of all existing published pages to ensure proper formatting, and
applic 3tion of new site styles. Note: Content will not be rewritten, reformatted or pages broken up(shortened or
re-sectioned)
• Site styles and page layouts will be touched so all pages match the new design and migrate cleanly
• Spelling and broken links will be checked and reported if unable to correct
CivicPlus•302 S.4th Street,Suite 500•Manhattan,KS 66502•www.CiviePlus.com Exhibit A.1 Page 5 of 5
V.PD 06.01.2015-0048 Toll Free 888-228-2233•Accounting Ext.291 •Support Ext.307•Fax 785-587-8951
C;) Exhibit A.1 'or West Memphis Advertising and Promotion Commission
Addendum 3 to Exhibit A.1 — Hosting, Support and Service Level Agreement
Hosting Details
Data Center 0 Highly Reliable Data Center
• Managed Network Infrastructure
• On-Site Power Backup&Generators
• Multiple telecom/network providers
• Fully redundant Network
• Highly Secure Facility
• 24/7/365 System Monitoring
Hosting 0 Automated GCMSO Software Updates
• Server Management&Monitoring
• Multi-tiered Software Architecture
• Server software updates&security patches
• Database server updates&security patches
• Antivirus management&updates
• Server-class hardware from nationally recognized provider
• Redundant firewall solutions
High performance SAN with N+2 reliability
Bandwidth • Multiple network providers in place
• Unlimited bandwidth usage for normal business operations (does not apply in the event of a
cyber attack)
• 22 Gb/s burst bandwidth
• Emergency After-hours support, live agent(24/7)
• On-line status monitor at data center
• Event notification emails
Disaster Recovery Guaranteed recovery TIME objective(RTO)of 8 hours
• Guaranteed recovery POINT objective (RPO)of 24 hours
• Pre-emptive monitoring for disaster situations
• Multiple data centers
• Geographically diverse data centers
DDoS Mitigation • Defined DDoS Attack Process
• Identify attack source
• Identify type of attack
• Monitor attack for threshold engagement
Addendum 3 Page 1 of 4
CivicPlus•302 S.4th Street,Suite 500•Manhattan,KS 66502•www.CivicPlus.com
Toll Free 888-228-2233•Accounting Ext.291 •Support Ext.307•Fax 785-587-8951
V.SLA03.01.16-0001
Cp Exhibit A.1 for West Memphis Advertising and Promotion Commission
Support and Mai itenance
Support Services
CivicPlus'on-site e.upport team is available from 7:00 am to 7:00 pm CT to assist clients with any questions,concerns or
suggestions regarding the functionality and usage of CivicPlus'GCMS®and associated applications.The support team is available
during these hours via CivicPlus'toll-free support number and e-mail. Support personnel will respond to calls as they arrive(under
normal circumstances, if all lines are busy, messages will be returned within four hours; action will be taken on e-mails within four
hours),and if Clier is customer support liaison is unable to assist,the service escalation process will begin.
Emergency suppo t is available 24-hours-a-day for designated, named Client points-of-contact,with members of both CivicPlus'
project management and support teams available for urgent requests. Emergency support is provided free-of-charge for true
emergencies(ie:v,ebsite is down, applications are malfunctioning, etc.),though Client may incur support charges for non-
emergency requests during off hours(ie: basic functionality/usage requests regarding system operation and management).The
current discounted rate is$175/hour.
CivicPlus maintains a customer support website that is accessible 24-hours-a-day with an approved client username and password.
Service Escalation Processes
In the event that CivicPlus'support team is unable to assist Client with a request,question or concern, the issue is reported to the
appropriate CivicPius department.
Client requests for additional provided services are forwarded to CivicPlus'Client Care personnel.
Client concerns/qL estions regarding GCMS®or associated application errors are reported to CivicPlus'technical team through
CivicPlus' issue tacking and management system to be addressed in a priority order to be determined by CivicPlus'technical team.
All other requests :hat do not meet these criteria will be forwarded to appropriate personnel within CivicPlus'organization at the
discretion of the customer support liaison.
Included:ervices:
Support Maintenance of CivicPlus GCMS®
7 a.m.—7 :).m. (CST)Monday—Friday Install Service Patches for OS
(excluding )olidays) System Enhancements
24/7 Emergency Support Fixes
Dedicated Support Personnel Improvements
Usability Improvements Integration
Integration of System Enhancements Testing
Proactive:support for Updates&Fixes Development
Online Training Manuals Usage License
Monthly Newsletters
Routine Fcllow-up Check-ins
CivicPlus Connection
Addendum 3 Page 2 of 4
CivicPlus•302 S.4th Street,Suite 500•Manhattan,KS 66502•www.CivicPlus.com
Toll Free 888-228-2233•Accounting Ext.291 •Support Ext.307•Fax 785-587-8951
V.SLA03.01.16-0001
Cp Exhibit A.1 for West Memphis Advertising and Promotion Commission
CivicPlus ServicD Level Agreement
CivicPlus will use con mercially reasonable efforts to make the GCMSO available with a Monthly Uptime Percentage(defined below)of
at least 99.9%, in eac.r case during any monthly billing cycle(the"Service Commitment"). In the event CivicPlus does not meet the
Service Commitment, you will be eligible to receive a Service Credit as described below.
Definitions
• "Monthly Upt me Percentage"is calculated by subtracting from 100%the percentage of minutes during the month in which the
CGMS,was 'Unavailable."Monthly Uptime Percentage measurements exclude downtime resulting directly or indirectly from
any Exclusio i (defined below).
• "Unavailable"and"Unavailability'mean:
o The (HTML of the home page of the site is not delivered in 10 seconds or less 3 times in a row when tested from
inside our network and returns a status of 200.
o The Main page of the site returns a status other than 200 or 302 3 times in a row.
• A"Service C'edit"is a dollar credit, calculated as set forth below,that we may credit back to an eligible account.
Service Commitmen:s and Service Credits
Service Credits are cpl,.-ulated as a percentage of the total charges paid by you (excluding one-time payments such as upfront
payments)for the mor]:h, beginning with the first full month of service, in accordance with the schedule below.
Monthly Uptime Percentage Service Credit Percentage
Less than 99.9% 1%of one month's fee
We will apply any Ser lice Credits only against future payments otherwise due from you. Service Credits will not entitle you to any
refund or other payment from CivicPlus.A Service Credit will be applicable and issued only if the credit amount for the applicable
monthly billing cycle is greater than one dollar($1 USD). Service Credits may not be transferred or applied to any other account. Unless
otherwise provided in :he Client Agreement,your sole and exclusive remedy for any unavailability, non-performance,or other failure by
us to provide the servi,e is the receipt of a Service Credit(if eligible)in accordance with the terms of this SLA.
Credit Request and Payment Procedures
To receive a Service Credit,you must submit a claim by opening a case with Support.To be eligible,the credit request must be
received by us by the end of the second billing cycle after which the incident occurred and must include:
1. the words"SI..A Credit Request"in the subject line;
2. the dates anc times of each Unavailability incident that you are claiming;
3. the affected :mite domains;and
4. Any documentation that corroborate your claimed outage.
If the Monthly Uptime 'ercentage of such request is confirmed by us and is less than the Service Commitment,then we will issue the
Service Credit to you within one billing cycle following the month in which your request is confirmed by us. Your failure to provide the
request and other info rnation as required above will disqualify you from receiving a Service Credit.
SLA Exclusions
The Service Commitment does not apply to any unavailability,suspension or termination of GCMSO, or any other GCMSO performance
issues: (i)that result fr:)m a suspension; (ii)caused by factors outside of our reasonable control, including any force majeure event or
Internet access or related problems beyond the demarcation point of CivicPlus; (iii)that result from any actions or inactions of you or
any third party; (iv)that result from your equipment, software or other technology and/or third party equipment, software or other
technology(other than third party equipment within our direct control); (v)that result from any maintenance as provided for pursuant to
the Client Agreement; or(vi)arising from our suspension and termination of your right to use the GCMSO in accordance with the Client
Agreement(collective]1,the"SLA Exclusions"). If availability is impacted by factors other than those used in our Monthly Uptime
Percentage calculatior,then we may issue a Service Credit considering such factors at our discretion.
Addendum 3 Page 3 of 4
CivicPlus•302 S.4th Street,Suite 500•Manhattan,KS 66502•www.CivicPlus.com
Toll Free 888-228-2233•Accounting Ext.291 •Support Ext.307•Fax 785-587-8951
V.SLA03.01.16-0001
C;) Exhibit A.1 for West Memphis Advertising and Promotion Commission
Disaster Recovery Feature Service Commitment
CivicPlus will use cors mercially reasonable efforts to insure that in the event of a disaster that makes the Primary data center
unavailable(defined below)Client site will be brought back online at a secondary data center(the"Service Commitment"). In the event
CivicPlus does not me et the Service Commitment,you will be eligible to receive a Service Credit as described below.
Definitions
• "Datacenter;ivailability'is determined by inability to provide or restore functions necessary to support the Service. Examples
of necessary functions include but are not limited Cooling, Electrical, Sufficient Internet Access, Physical space,and Physical
access.
• A"Service C edit"is a dollar credit,calculated as set forth below,that we may credit back to an eligible account.
• Recovery Tir-ie Objective(RTO)is the most anticipated time it will take to bring the service back online in the event of a data
center event.
• Recovery Po nt Objective(RPO)the amount of data lost that is considered acceptable.
Service Commitmen-s and Service Credits
Service Credits are calculated as a percentage of the total charges paid by you(excluding one-time payments such as upfront
payments)for the mor th accordance with the schedule below.
Recovery Time Obje:tive Service Credit Percentage
8 Hours 10%of one month's fee
Recovery Point Objer.:tive Service Credit Percentage
24 Hours 10%of one month's fee
Addendum 3 Page 4 of 4
CivicPlus•302 S.4th Street,Suite 500•Manhattan,KS 66502•www.CivicPlus.com
Toll Free 888-228-2233•Accounting Ext.291 •Support Ext.307•Fax 785-587-8951
V.S1A03.01.16-0001
Cp Master Services Agreement for West Memphis Advertising and Promotion Commission
Master Services Agreement
THIS Master Service-;Agreement("Agreement") is agreed to by and between CivicPlus, Inc., d/b/a CivicPlus("CivicPlus")and
West Memphis Advert sing and Promotion Commission("Client")(jointly, "Parties")and shall be effective as of the later date of
signing indicated at th::end of this Agreement("Effective Date").
RECITALS
WHEREAS, CivicPlus is engaged in the business of developing, marketing and selling custom community engagement and
government managen ent platforms and services that include but are not limited to web sites, web interfaces and portals and
proprietary software s,1stems and associated modules; in addition to project development,design, implementation,support and hosting
services for same;
WHEREAS,Client WE lhes to engage in a relationship with CivicPlus for such services and/or license for use of proprietary software
developed and owned by CivicPlus;
WHEREAS,Client and CivicPlus have agreed to certain terms as set forth in this Agreement by this written instrument duly executed by
the Parties;
NOW,THEREFORE, lient and CivicPlus agree as follows:
Term&Termination
1. The term of t its agreement shall be the later of 1 year from the Effective Date or the termination or expiration of any
associated S<atement of Work("SOW").
2. Either Party may terminate this Agreement or any associated SOW at the end of the Agreement term by providing the other
Party with 60 days'written notice prior to the contract renewal date.
3. Unless terminated by either Party pursuant to Section 2,this Agreement will renew another 1-yearterm.
4. Notwithstanding the above, in the event this Agreement or any SOW is terminated, any outstanding invoices for Project
Developmen shall become due in full and any outstanding Annual Services shall be prorated from the beginning of the
renewal term to the date of termination.
Statements of Work
5. CivicPlus agrees to perform services and/or produce deliverables in accordance with the Statement(s)of Work in
consideratior,of the fees described in the same Statement(s)of Work. Multiple and successive Statement(s)of Work may be
entered into I•iereto. Such Statement(s)of Work are incorporated into this Agreement by reference and subject to the terms&
conditions ccntained herein pursuant to Section 23.
Invoicing&Payment Terms
6. Invoices shad be sent electronically in the manner described in the relevant Statement of Work. Upon request CivicPlus will
mail invoices and the Client will be charged a$5.00 convenience fee.
7. Payment she II be due 30 days from date of invoice. Unless otherwise limited by law,a finance charge of 1.5 percent(%)per
month or$5.)0,whichever is greater,will be added to past due accounts. Payments received will be applied first to finance
charges,then to the oldest outstanding invoice(s).
8. If a client chE nge in timeline causes CivicPlus to incur additional expenses(i.e.airline change fees), Client agrees to
reimburse Ci,JcPlus for those fees. Not to exceed$1,000 per CivicPlus resource per trip.
Ownership&Conter t Responsibility
9. Upon full and complete payment of submitted invoices for any SOW Project Development Fees,Client will own the Customer
Content(def ned as any website graphic designs,webpage or software content, module content, importable/exportable data,
and archivec information as created by CivicPlus on behalf of Client pursuant to this Agreement).
10. Upon completion of any SOW Project Development, Client will assume full responsibility for website, software or module
content maintenance and administration. Client, not CivicPlus,shall have sole responsibility for the accuracy,quality,integrity,
legality, relia:)ility, appropriateness, and intellectual property ownership or right to use of all Customer Content.
11. Client agree:;that CivicPlus shall not migrate,convert, or port content or information that could reasonably be construed to be
time-sensitiv:;,such as calendar or blog content, in any project.
MSA Page 1 of 3
CivicPlus•302 S.4"Street,Suite 500•Manhattan,KS 66502•www.CivicPlus.com
Toll Free 888-228-2233•Accounting Ext.291 •Support Ext.307•Fax 785-587-8951
V.MSA.03.01.16-0000
CPMaster Se vices Agreement for West Memphis Advertising and Promotion Commission
12. Client will msike a reasonable attempt to work with CivicPlus, if requested, to create a news item to be released in conjunction
with their prcjiect Go-Live date. Client will provide CivicPlus with contact information for local and regional media outlets.
CivicPlus m�y use the press release in any marketing materials as desired throughout the term of this Agreement.
Intellectual Property &Ownership
13. Intellectual F roperty of any software or other original works created by CivicPlus prior to the execution of this Agreement
("CivicPlus F roperty")will remain the property of CivicPlus. Client shall not(i)license,sublicense,sell, resell,transfer,assign,
distribute or::,therwise commercially exploit or make available to any third party any CivicPlus Property in any way; (ii)modify
or make derivative works based upon any CivicPlus Property; (iii)create Internet"links"to the CivicPlus Property software or
"frame"or"nilirror"any CivicPlus Property administrative access on any other server or wireless or Internet-based device; or
(iv)reverse engineer or access any CivicPlus Property in order to(a)build a competitive product or service, (b)build a
product usin 3 similar ideas,features,functions or graphics of any CivicPlus Property,or(c)copy any ideas,features,
functions or jraphics 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.
Indemnification
14. To the extent permitted by the law of Client's state, Client and CivicPlus shall defend, indemnify and hold the other Party
harmless, it: partners,employees, and agents from and against any and all lawsuits, claims, demands, penalties, losses,
fines, liabiliti:s, damages,and expenses including attorney's fees of any kind, without limitation, in connection with the
operations c P and installation of software contemplated by this Agreement,or otherwise arising out of or in any way connected
with the Civi:,Plus provision of service and performance under this Agreement.This section shall not apply to the extent that
any loss or c amage is caused by the gross negligence or willful misconduct on the part of either party.
Liabilities
15. CivicPlus wi I not be liable for any act,omission of act, negligence or defect in the quality of service of any underlying carrier or
other servict, provider whose facilities or services are used in furnishing any portion of the service received by the Client.
16. CivicPlus wi I not be liable for any failure of performance that is caused by or the result of any act or omission by Client or any
entity employed/contracted on the Client's behalf.
17. Client agrees that it is solely responsible for any solicitation, collection,storage,or other use of end-users'Personal Data on
any website or online service provided by CivicPlus. Client further agrees that CivicPlus has no responsibility for the use or
storage of a id-users'Personal Data in connection with the website or the consequences of the solicitation,collection,storage,
or other use by Client or by any third party of Personal Data.
18. To the extent it may apply to any service or deliverable of any SOW, user logins are for designated individuals chosen by
Client("Use-s")and cannot be shared or used by more than one User. Client will be responsible for the confidentiality and use
of User's passwords and user names. Client will also be responsible for all Electronic Communications, including those
containing tusiness information, account registration, account holder information,financial information, Client Data, and all
other data cf any kind contained within emails or otherwise entered electronically through any CivicPlus Property or under
Client's account. CivicPlus will act as though Client will have sent any Electronic Communications it receives under Client's
passwords, user name, and/or account number. Client shall use commercially reasonable efforts to prevent unauthorized
access to of use of any CivicPlus Property and shall promptly notify CivicPlus of any unauthorized access or use ofany
CivicPlus Pi operty and any loss or theft or unauthorized use of any User's password or name and/or user personal information.
19. Client shall :omply with all applicable local,state,and federal laws,treaties,regulations,and conventions in connection
with its use of any CivicPlus Property.
Force Majeure
20. No party sh:rll 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,fire,casualty, unanticipated
work stoppE ge,strike, lockout, labor dispute, civic disturbance, riot,war, national emergency, act of public enemy,or other
cause of sir-iilar or dissimilar nature beyond its control.
Taxes
21. It is CivicPhis'policy to pass through sales tax in those jurisdictions where such tax is required. If the Client is tax-exempt,the
Client must provide CivicPlus proof of their tax-exempt status,within fifteen (15)days of contract signing,and this agreement
will not be t:►xed. If the Client's state taxation laws change,the Client will begin to be charged sales tax in accordancewith
their jurisdiction's tax requirements and CivicPlus has the right to collect payment from the Client for past due taxes.
CivicPlus•302 S.4'"Street,Suite 500•Manhattan,KS 66502•www.CivicPlus.com MSA Page 2 of 3
Toll Free 888-228-2233•Accounting Ext.291 •Support Ext.307•Fax 785-587-8951
V.MSA.03.01.16-0000
Cp Master Se vices Agreement for West Memphis Advertising and Promotion Commission
Other Documents
22. The following are to be attached to and made part of this Contract:
a. Exhibit A-Statement(s)of Work.
23. In the case of any conflict between the terms of this Agreement and any incorporated documents, such conflicts shall be
resolved wO the incorporated documents taking the following order of precedence:
b. Thi: Master Services Agreement;
c. Exhibit A-Statement(s)of Work in descending order of execution(for example,the most recent SOW will control
ove•other in the event of a conflict in terms).
Interlocal Purchasin,j Consent
24. This Agreem:;nt and any attached SOWs may be extended to any public entity in the State of Arkansas to purchase at
SOW prices n accordance with the terms stated herein.
Miscellaneous Provisions
25. The invalidity, in whole or in part,of any provision of this Agreement shall not void or affect the validity of any other provision of
this Agreeme nt.
26. No amendm(!nt, assignment or change to this Agreement or any included SOW shall be effective unless by a written
instrument e):ecuted by each of the Parties.
27. Each person signing this Agreement represents and warrants that he or she is duly authorized and has legal
capacity to e:cecute and deliver this Agreement. Each party represents and warrants to the other that the execution
and deliveryof the Agreement and the performance of such party's obligations hereunder have been duly
authorized and that the Agreement is a valid and legal agreement binding on such party and enforceable in
accordance with its terms.
Acceptance
We,the unde irsigned, agreeing to the conditions specified in this document, understand and consent to the terms&conditions
of this Agreement.
Client CivicPlus
By: By:
Name: Name:
Title: Title:
Date: Date:
Sign and E-mail the entire contract with exhibits to:
Contracts(d-)CivicPlus.com
V1 a will e-mail a counter-signed copy of the contract back to you so we can begin your project.
CivicF,lus does not require a physical copy of the contract,however,if you would like a physical
copy of the contract,mail one(1)copy of the contract with original signature to:
CivicPlus Contract Manager
302 S.4"' Street, Suite 500
Manhattan,KS 66502
Upon receipt of signed original,we will counter-sign and return the copy for your files.
CivicPlus•302 S.4'Street,Suite 500•Manhattan,KS 66502•www.CivicPlus.com MSA Page 3 of 3
V.MSA.03.01.16-0000 Toll Free 888-228-2233•Accounting Ext.291 •Support Ext.307•Fax 785-587-8951