Loading...
HomeMy WebLinkAbout2017-647-E Comm. Relations - CivicPlus, Inc. for website redesign and hosting DocuSign Envelope ID:71441 DDA-7E15-4159-A0F1-9E6104D56C41 NORTH CAROLINA SERVICES AGREEMENT UNDER $90,000.00 NO RFP/RFQ ORANGE COUNTY This Services Agreement (hereinafter "Agreement"), made and entered into this 15th day of November, 2017, ("Effective Date") by and between Orange County, North Carolina a political subdivision of the State of North Carolina (hereinafter, the "County") and CivicPlus,Inc., a Kansas Corporation (hereinafter, the "Provider"). WITNESSETH: That the County and Provider, for the consideration herein named, do hereby agree as follows: 1. Services a. Scope of Work. i) This Agreement is for services to be rendered by Provider to County with respect to redesign and hosting ofwww.orangecountync.gov. n) By executing this Agreement, the Provider represents and agrees that Provider is qualified to perform and fully capable of performing and providing the services required or necessary under this Agreement in a fully competent, professional and timely manner. iii) Time is of the essence with respect to this Agreement. Notwithstanding the foregoing, Provider shall not be liable for any delays of failures to meet deadlines if such delays or failures are caused by County not delivering prerequisite due-outs in a timely manner. iv) The services to be performed under this Agreement consist of Basic Services, as described and designated in Section 3 hereof. Compensation to the Provider for Basic Services under this Agreement shall be as set forth herein. 2. Responsibilities of the Provider a. Services to be provided. The Provider shall provide the County with all services required in Section 3 to satisfactorily complete the Project within the time limitations set forth herein and in accordance with the highest professional standards. b. Standard of Care. r) The Provider shall exercise reasonable care and diligence in performing services under this Agreement in accordance with the highest generally accepted standards of this type of Provider practice throughout the United States and in accordance with applicable federal, state and local laws and regulations applicable to the performance of these services. Provider is solely responsible for the professional Revised 2/17 1 DocuSign Envelope ID:71441 DDA-7E15-4159-A0F1-9E6104D56C41 quality, accuracy and timely completion and/or submission of all work related to the Basic Services. n) Provider shall be responsible for all errors or omissions of its agents, contractors, employees, or assigns in the performance of the Agreement. Provider shall correct any and all errors, omissions, discrepancies, ambiguities, mistakes or conflicts at no additional cost to the County. in) The Provider shall not, except as otherwise provided for in this Agreement, subcontract the performance of any work under this Agreement without prior written permission of the County. No permission for subcontracting shall create, between the County and the subcontractor, any contract or any other relationship. iv) Provider is an independent contractor of County. Any and all employees of the Provider engaged by the Provider in the performance of any work or services required of the Provider under this Agreement, shall be considered employees or agents of the Provider only and not of the County, and any and all claims that may or might arise under any workers compensation or other law or contract on behalf of said employees while so engaged shall be the sole obligation and responsibility of the Provider. v) If activities related to the performance of this Agreement require specific licenses, certifications, or related credentials, Provider represents that it and/or its employees, agents and subcontractors engaged in such activities possess such licenses, certifications, or credentials and that such licenses certifications, or credentials are current, active, and not in a state of suspension or revocation. vi) In determining the basic services to be provided, should any documents be referenced in this Agreement, the terms of this Agreement shall have priority in any conflict between the terms of referenced documents and the terms of this Agreement. Should a request for proposals and a proposal be referenced the terms of the request for proposals shall have priority over the terms of any proposal. 3. Basic Services a. Basic Services. The Services to be rendered pursuant to this Agreement are as follows: Redesign Orange County website (www.orangecountync.gov); provide hosting services for Orange County website. 4. Duration of Services a. Term. The term of this Agreement shall begin with the date of execution of this Agreement and end 1 year from the date of execution of this Agreement. b. Scheduling of Services. i) The Provider shall schedule and perform its activities in a timely manner. ii) Should the County determine that the Provider is behind schedule, it may require the Provider to expedite and accelerate its efforts, including providing additional resources and working overtime, as necessary, to perform its services in Revised 2/17 2 DocuSign Envelope ID:71441 DDA-7E15-4159-A0F1-9E6104D56C41 accordance with the approved project schedule at no additional cost to the County. ii The Commencement Date for the Provider's Basic Services shall be Dec. 1, 2017. 5. Compensation a. Compensation for Basic Services. Compensation for Basic Services shall include all compensation due the Provider from the County for all services under this Agreement. The maximum amount payable for Basic Services shall not exceed fifty-thousand, three-hundred and twenty dollars ($50,320)). Payment for Basic Services shall become due and payable within thirty (30) days of Provider properly invoicing County. Payment shall be subject to provisions of Section 5(b). b. Disputes. In the event the amount stated on an invoice is disputed by the County, the County may withhold payment of all or a portion of the amount stated on an invoice until the parties resolve the dispute. Should Provider fail to perform its duties under the terms of this Agreement, County may, without fault or penalty, withhold any payment associated with the work to be performed until such time as said work is completed. c. Additional Services. County shall not be responsible for costs related to any services in addition to the Basic Services performed by Provider unless County requests such additional services in writing and such additional services are evidenced by a written amendment to this Agreement. 6. Responsibilities of the County a. Cooperation and Coordination. The County has designated (Community Relations Director Todd McGee) to act as the County's representative with respect to the Project and shall have the authority to render decisions within guidelines established by the County Manager and/or the County Board of Commissioners and shall be available during working hours as often as may be reasonably required to render decisions and to furnish information. 7. Insurance a. General Requirements. Provider shall obtain, at its sole expense, Commercial General Liability Insurance, Automobile Insurance, Workers' Compensation Insurance, and any additional insurance as may be required by County's Risk Manager as such insurance requirements are described in the Orange County Risk Transfer Policy and Orange County Minimum Insurance Coverage Requirements (each document is incorporated herein by reference and may be viewed at www.orangecountync.gov/departments/purchasing division/contracts.php). If County's Risk Manager determines additional insurance coverage is required such additional insurance shall consist of N/A. Provider shall not commence work until such insurance is in effect and certification thereof has been received by the County's Risk Manager. Revised 2/17 3 DocuSign Envelope ID:71441 DDA-7E15-4159-A0F1-9E6104D56C41 8. Indemnity a. Indemnity. The Provider agrees to defend, indemnify and hold harmless the County from all loss, liability, claims or expense, including attorney's fees, arising out of or related to the Project and arising from property damage or bodily injury including death to any person or persons caused in whole or in part by the negligence or misconduct of the Provider except to the extent same are caused by the negligence or willful misconduct of the County. It is the intent of this provision to require the Provider to indemnify the County to the fullest extent permitted under North Carolina law. 9. Amendments to the Agreement a. Changes in Basic Services. Changes in the Basic Services and entitlement to additional compensation or a change in duration of this Agreement shall be made by a written Amendment to this Agreement executed by the County and the Provider. The Provider shall proceed to perform the Services required by the Amendment only after receiving a fully executed Amendment from the County. 10. Termination a. Termination for Convenience of the County. This Agreement may be terminated without cause by the County and for its convenience upon thirty(30) days' prior written notice to the Provider. b. Other Termination. The Provider may terminate this Agreement based upon the County's material breach of this Agreement; provided, the County has not taken all reasonable actions to remedy the breach. The Provider shall give the County seven (7) days' prior written notice of its intent to terminate this Agreement for cause. c. Compensation After Termination. r) In the event of termination, the Provider shall be paid that portion of the fees and expenses that it has earned to the date of termination, less any costs or expenses incurred or anticipated to be incurred by the County due to errors or omissions of the Provider. n) Should this Agreement be terminated, the Provider shall deliver to the County within seven (7) days, at no additional cost, all deliverables including any electronic data or files relating to the Project. d. Waiver. The payment of any sums by the County under this Agreement or the failure of the County to require compliance by the Provider with any provisions of this Agreement or the waiver by the County of any breach of this Agreement shall not constitute a waiver of any claim for damages by the County for any breach of this Agreement or a waiver of any other required compliance with this Agreement. e. Suspension. County may suspend the Basic Services and this Agreement at any time for County's convenience and without penalty to County upon three (3) days' notice to Revised 2/17 4 DocuSign Envelope ID:71441 DDA-7E15-4159-A0F1-9E6104D56C41 Provider. Upon any suspension by County, Provider shall discontinue work on the Basic Services and shall not resume the Basic Services until notified to proceed by County. 11. Additional Provisions a. Limitation and Assignment. The County and the Provider each bind themselves, their successors, assigns and legal representatives to the terms of this Agreement. Neither the County nor the Provider shall assign or transfer its interest in this Agreement without the written consent of the other. b. Governing Law. This Agreement and the duties, responsibilities, obligations and rights of respective parties hereunder shall be governed by the laws of the State of North Carolina. By executing this Agreement Provider affirms that Provider and any subcontractors of Provider are and shall remain in compliance with Article 2 of Chapter 64 of the North Carolina General Statutes. By executing this Agreement Provider certifies that Provider has not been identified, and has not utilized the services of any agent or subcontractor, on the list created by the State Treasurer pursuant to G.S. 147- 86.58. c. Non-Discrimination. Provider shall at all times remain in compliance with all applicable local, state, and federal laws, rules, and regulations including but not limited to all state and federal non-discrimination laws, policies, rules, and regulations and the Orange County Non-Discrimination Policy and Orange County Living Wage Policy (each policy is incorporated herein by reference and may be viewed at www.orangecountync.gov/departments/purchasing_division/contracts.php.). Any violation of the Orange County Non-Discrimination Policy is a breach of this Agreement and County may immediately terminate this Agreement without further obligation on the part of the County. This paragraph is not intended to limit and does not limit the definition of breach to discrimination. d. Dispute Resolution. Any and all suits or actions to enforce, interpret or seek damages with respect to any provision of, or the performance or non-performance of, this Agreement shall be brought in the General Court of Justice of North Carolina sitting in Orange County, North Carolina. It is agreed by the parties that no other court shall have jurisdiction or venue with respect to such suits or actions. Binding arbitration may not be initiated by either Party, however, the Parties may agree to nonbinding mediation of any dispute prior to the bringing of such suit or action. e. Entire Agreement. This Agreement represents the entire and integrated agreement between the County and the Provider and supersedes all prior negotiations, representations or agreements, either written or oral. This Agreement may be amended only by written instrument signed by both parties. Modifications may be evidenced by facsimile signatures. f. Severability. If any provision of this Agreement is held as a matter of law to be unenforceable, the remainder of this Agreement shall be valid and binding upon the Parties. Revised 2/17 5 DocuSign Envelope ID:71441 DDA-7E15-4159-A0F1-9E6104D56C41 g. Ownership of Work Product. Should Provider's performance of this Agreement generate documents, items or things that are specific to this Project such documents, items or things shall become the property of the County and may be used on any other project without additional compensation to the Provider. The use of such documents, items or things by the County or by any person or entity for any purpose other than the Project as set forth in this Agreement shall be at the full risk of the County. Notwithstanding the foregoing, any documents, items or things, including but not limited to software, graphic designs or other intellectual property acquired by Provider prior to the execution of this Agreement or independently of performance under this Agreement shall remain the property of Provider. h. Non-Appropriation. Provider acknowledges that County is a governmental entity, and the validity of this Agreement is based upon the availability of public funding under the authority of its statutory mandate. In the event that public funds are unavailable and not appropriated for the performance of County's obligations under this Agreement, then this Agreement shall automatically expire without penalty to County immediately upon written notice to Provider of the unavailability and non-appropriation of public funds. It is expressly agreed that County shall not activate this non-appropriation provision for its convenience or to circumvent the requirements of this Agreement, but only as an emergency fiscal measure during a substantial fiscal crisis. In the event of a change in the County's statutory authority, mandate and/or mandated functions, by state and/or federal legislative or regulatory action, which adversely affects County's authority to continue its obligations under this Agreement, then this Agreement shall automatically terminate without penalty to County upon written notice to Provider of such limitation or change in County's legal authority. i. Signatures. This Agreement together with any amendments or modifications may be executed electronically. All electronic signatures affixed hereto evidence the consent of the Parties to utilize electronic signatures and the intent of the Parties to comply with Article 11A and Article 40 of North Carolina General Statute Chapter 66. j. Exhibits. The following are to be attached to and made part of this Contract: i) Exhibit A 1. - Statement of Work. k. Priority. In the case of any conflict between the terms of this Agreement and any incorporated documents, such conflicts shall be resolved in the following order of precedence: i) This Agreement; ii) Exhibit A 1. - Statement of Work. Revised 2/17 6 DocuSign Envelope ID:71441 DDA-7E15-4159-A0F1-9E6104D56C41 1. Notices. Any notice required by this Agreement shall be in writing and delivered by certified or registered mail, return receipt requested to the following: Orange County CivicPlus Attention: Todd McGee Attention: Tim Grant P.O. Box 8181 302 S. 4th Str., Suite 500 Hillsborough,NC 27278 Manhattan, KS 66502 IN WITNESS WHEREOF, the Parties, by and through their authorized agents, have hereunder set their hands and seal, all as of the day and year first above written. ORANGE COUNTY: PROVIDER: DocuSigned by: r--DocuSigned by: 561A,lA,iG N wtt-rS By: VOA.{ County Man r637994B755E477.. `-35331C2AAC71401 Tim Grant Director of sales Printed name and title Revised 2/17 7 DocuSign Envelope ID:71441 DDA-7E15-4159-A0F1-9E6104D56C41 cp Exhibit A.1 for Orange County, NC Exhibit A.1 - CivicPlus Statement of Work#1 All Quotes are in US Dollars and Valid for 30 Days from October 25, 2017 Project Development and Deployment • First Year Annual Services (Initial GCMS® upgrades, maintenance, support and hosting) • Server Storage not to exceed 50 GB • Services and Deliverables as described in Addendum 1 $50,320 • Up to 550 pages of content migration from httolivvww.oransecount nc.00v/ • Ongoing recurring 48-month redesign, as described in Addendum 2 • 3 Years of Agendas & Minutes in PDF or DOC format migrated • 3 Days Onsite Implementation Training for up to 12 Client Staff Members Project Enhancements • CivicMedia with 10 GB additional storage • 3x Department Header Packages Included • lx SSL Certificate setup & hosting • CivicSend • Citizen Request Tracker IIIIIIII ota ',,,,'f ( 1f 1 1 1 1 1 ° I1111111 (1r 1 1 1 1111111 fffffmm Annual Services (Continuing GCMS® Enhancements, Maintenance, Support and Hosting) $7,100 Billed 12 months from SOW signing;subject to annual 5%increase -sear 3 and be and �����IIV o r 1 Ali � mom,,,, , 0000000iii000000000000ii Viii lohi / ii'oii l�iu 1. Performance and payment under this SOW shall be subject to the terms&conditions of the Agreement by and between Client and CivicPlus, to which this Statement of Work#1 (SOW#1)is hereby attached as Exhibit A.1. 2. This SOW#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' notice 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 Fees Year 1 will be invoiced at the completion of the following phases as defined in Addendum 1 to this SOW#1: a. Completion of Phase 2: Website Layout—one half of the Total Fees Year 1. b. Completion of Phase 4: Customized Website Training—the remaining half of the Total Fees Year 1. 4. Renewal Term Annual Services shall be invoiced on the date of signature of relevant calendar years.Annual services, including but not limited to hosting, support and maintenance services, shall be provisioned in accordance with Addendum 3 to this SOW#1 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 that include additional features not available on the original website may be subject to additional charges. Additional features include, but are not limited to, additional modules and integration of third-party software. 6. Client allows CivicPlus to display a"Government Websites by CivicPlus" insignia, and web link at the bottom of their web pages. Client understands that the pricing and any related discount structure provided under this SOW#1 assumes such perpetual permission. 7. The Client will be invoiced electronically through email. Upon request CivicPlus will mail invoices and the Client will be charged a$5.00 convenience fee. 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 06.01.2015-0048 DocuSign Envelope ID:71441 DDA-7E15-4159-A0F1-9E6104D56C41 cp Exhibit A.1 for Orange County, NC Acceptance We, the undersigned, agreeing to the conditions specified in this document, understand and authorize the provision of services outlined in this Agreement. Client 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 06.01.2015-0048 DocuSign Envelope ID:71441 DDA-7E15-4159-A0F1-9E6104D56C41 cp Exhibit A.1 for Orange County, NC 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 will: Client will: • assign a project 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 effort • attend a kick-off meeting with key stakeholders or • work with Client to identify all key internal and decision makers external project stakeholders • if modifications are required after the review of the • develop project timeline initial project timeline, Client has 10 business days to address the modifications and come to a consensus • provide access to CivicPlus University(online • approve the project timeline (limited to two reviews) training manuals,videos and other resources)for the 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:Website Optimization Deliverable: Website Optimization Meeting CivicPlus will: Client will provide: • communicate status to Client, key stakeholders and • statistics from the current website from the past 12 personnel via emails or phone calls as needed months (optional) • review the goals and expectations submitted on the • pictures to be used in the overall design of the new forms Client completed to ensure Client needs are website clearly understood • a list of all divisions and/or departments within the • gather preliminary 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:Website Layout Deliverable: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 board color palette based on the goals • review marketing packet material and guidelines determined in the previous phase. The presented • Website Layout billing milestone complete layout will show the placement of the navigation, graphic button and feature areas.The mood board will reflect the color and imagery that will represent the tone of the design • begin development of the website design upon layout and mood 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 06.01.2015-0048 DocuSign Envelope ID:71441 DDA-7E15-4159-A0F1-9E6104D56C41 cp Exhibit A.1 for Orange County, NC Phase 3:Website Reveal Deliverable:Website design and production website. CivicPlus will: Client will: • present a 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 with Client to prepare for training design approval timeline date, the project's Go Live • migrate Agendas&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) Statement of Work. • provide CivicPlus will all the necessary DNS items identified for the website Phase 4: Implementation Training (See Exhibit A.1 Statement of Work for details) Deliverable: Train System Administrator(s)on GCMS®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 training 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 workflow • Phase 4: Training billing milestone complete • train staff members on how to use the GCMS®, update content pages and modules Phase 5: Go Live Deliverable: Custom website launched to the public. CivicPlus will: Client will: • address system issues and bugs that Client finds • test and update the final site as per approved timeline • redirect the domain name to the newly developed • notify CivicPlus on any system issues or bugs found in website as per approved timeline the website Exhibit A.1 Page 4 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 06.01.2015-0048 DocuSign Envelope ID:71441 DDA-7E15-4159-A0F1-9E6104D56C41 cp Exhibit A.1 for Orange County, NC Addendum 2 to Exhibit A.1 - Redesign Details 1111'r fJJJ(JJrrl11111„„;„„ ,fI11J111;11% � J11111�f (((i1 111iQ11111fQfJJJJJJJfffffflll« ; 1A^1111 fJ111AAJfd;(fOf>ffQlfJJ JI l!I � � IIJJIIJ ID0000000000000000000000000000000000000000000000000100ll� � » >J f 1»»»»» »»»»»»l» I �IIIIII II��D III III i i IIIII II I�uoi • New design for all items originally contracted for(main site, department headers and subsites) • Redevelop navigation method (may choose top drop-down or other options) • Design setup-wireframe • Redevelop graphic elements of website(Newsflash, FAQs, Calendar, etc.) • Project Management • Testing • Review • Content Migration—Includes retouching of all existing published pages to ensure proper formatting, and application 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 ................................................................... ........................ ............................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................. Exhibit A.1 Page 5 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 06.01.2015-0048 DocuSign Envelope ID:71441 DDA-7E15-4159-A0F1-9E6104D56C41 cp Exhibit A.1 for Orange County, NC Addendum 3 to xhi i •1 Hosting, Support and Service Level Agreement Hosting Details Data Center • Highly Reliable Data Center • Managed Network Infrastructure • On-Site Power Backup& Generators • Multiple telecom/network providers • Fully redundant Network • Highly Secure Facility • 24/7/365 System Monitoring Hosting • Automated GCMS®Software Updates • Server Management& Monitoring • Multi-tiered Software Architecture • Server software updates&security patches • Database server updates&security patches • Antivirus management&updates • Server-class hardware from nationally recognized provider • Redundant firewall solutions • High performance SAN with N+2 reliability Bandwidth • Multiple network providers in place • Unlimited bandwidth usage for normal business operations (does not apply in the event of a cyber attack) • 22 Gb/s burst bandwidth • 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 DocuSign Envelope ID:71441 DDA-7E15-4159-A0F1-9E6104D56C41 cp Exhibit A.1 for Orange County, NC Support and Maintenance Support Services CivicPlus'on-site support team is available from 7:00 am to 7:00 pm CT to assist clients with any questions, concerns or suggestions regarding the functionality and usage of CivicPlus' GCMS®and associated applications. The support team is available during these hours via CivicPlus'toll-free support number and e-mail. Support personnel will respond to calls as they arrive(under normal circumstances, if all lines are busy, messages will be returned within four hours; action will be taken on e-mails within four hours), and if Client's customer support liaison is unable to assist, the service escalation process will begin. Emergency support is available 24-hours-a-day for designated, named Client points-of-contact, with members of both CivicPlus' project management and support teams available for urgent requests. Emergency support is provided free-of-charge for true emergencies(ie:website is down, applications are malfunctioning, etc.),though Client may incur support charges for non- emergency requests during off hours(ie: basic functionality/usage requests regarding system operation and management).The current discounted rate is$175/hour. CivicPlus maintains a customer support website that is accessible 24-hours-a-day with an approved client username and password. Service Escalation Processes In the event that CivicPlus' support team is unable to assist Client with a request, question or concern,the issue is reported to the appropriate CivicPlus department. Client requests for additional provided services are forwarded to CivicPlus' Client Care personnel. Client concerns/questions regarding GCMS®or associated application errors are reported to CivicPlus'technical team through CivicPlus' issue tracking and management system to be addressed in a priority order to be determined by CivicPlus'technical team. All other requests that do not meet these criteria will be forwarded to appropriate personnel within CivicPlus'organization at the discretion of the customer support liaison. Included Services: Support Maintenance of CivicPlus GCMS® 7 a.m.—7 p.m. (CST) Monday—Friday Install Service Patches for OS (excluding holidays) System Enhancements 24/7 Emergency Support Fixes Dedicated Support Personnel Improvements Usability Improvements Integration Integration of System Enhancements Testing Proactive Support for Updates&Fixes Development Online Training Manuals Usage License Monthly Newsletters Routine Follow-up Check-ins CivicPlus Connection 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 DocuSign Envelope ID:71441 DDA-7E15-4159-A0F1-9E6104D56C41 cp Exhibit A.1 for Orange County, NC Civic Plus Service Level Agreement CivicPlus will use commercially reasonable efforts to make the GCMS®available with a Monthly Uptime Percentage(defined below)of at least 99.9%, in each case during any monthly billing cycle (the"Service Commitment"). In the event CivicPlus does not meet the Service Commitment, you will be eligible to receive a Service Credit as described below. Definitions • "Monthly Uptime Percentage"is calculated by subtracting from 100%the percentage of minutes during the month in which the CGMS,was"Unavailable." Monthly Uptime Percentage measurements exclude downtime resulting directly or indirectly from any Exclusion (defined below). • "Unavailable"and "Unavailability"mean: o The HTML of the home page of the site is not delivered in 10 seconds or less 3 times in a row when tested from inside our network and returns a status of 200. o The Main page of the site returns a status other than 200 or 302 3 times in a row. • A"Service Credit" is a dollar credit, calculated as set forth below, that we may credit back to an eligible account. Service Commitments and Service Credits Service Credits are calculated as a percentage of the total charges paid by you (excluding one-time payments such as upfront payments)for the month, beginning with the first full month of service, in accordance with the schedule below. Monthly Uptime Percentage Service Credit Percentage Less than 99.9% 1%of one month's fee We will apply any Service Credits only against future payments otherwise due from you. Service Credits will not entitle you to any refund or other payment from CivicPlus. A Service Credit will be applicable and issued only if the credit amount for the applicable monthly billing cycle is greater than one dollar($1 USD). Service Credits may not be transferred or applied to any other account. Unless otherwise provided in the Client Agreement, your sole and exclusive remedy for any unavailability, non-performance, or other failure by us to provide the service is the receipt of a Service Credit(if eligible)in accordance with the terms of this SLA. Credit Request and Payment Procedures To receive a Service Credit, you must submit a claim by opening a case with Support.To be eligible, the credit request must be received by us by the end of the second billing cycle after which the incident occurred and must include: 1. the words"SLA Credit Request" in the subject line; 2. the dates and times of each Unavailability incident that you are claiming; 3. the affected Site domains; and 4. Any documentation that corroborate your claimed outage. If the Monthly Uptime Percentage of such request is confirmed by us and is less than the Service Commitment, then we will issue the Service Credit to you within one billing cycle following the month in which your request is confirmed by us.Your failure to provide the request and other information as required above will disqualify you from receiving a Service Credit. SLA Exclusions The Service Commitment does not apply to any unavailability, suspension or termination of GCMS®, or any other GCMS®performance issues: (i)that result from a suspension; (ii)caused by factors outside of our reasonable control, including any force majeure event or Internet access or related problems beyond the demarcation point of CivicPlus; (iii)that result from any actions or inactions of you or any third party; (iv)that result from your equipment, software or other technology and/or third party equipment, software or other technology(other than third party equipment within our direct control); (v)that result from any maintenance as provided for pursuant to the Client Agreement; or(vi)arising from our suspension and termination of your right to use the GCMS®in accordance with the Client Agreement(collectively, the"SLA Exclusions"). If availability is impacted by factors other than those used in our Monthly Uptime Percentage calculation, then we may issue a Service Credit considering such factors at our discretion. 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 DocuSign Envelope ID:71441 DDA-7E15-4159-A0F1-9E6104D56C41 cp Exhibit A.1 for Orange County, NC Disaster Recovery Feature Service Commitment CivicPlus will use commercially 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 meet the Service Commitment, you will be eligible to receive a Service Credit as described below. Definitions • "Datacenter availability"is determined by inability to provide or restore functions necessary to support the Service. Examples of necessary functions include but are not limited Cooling, Electrical, Sufficient Internet Access, Physical space, and Physical access. • A"Service Credit" is a dollar credit, calculated as set forth below, that we may credit back to an eligible account. • Recovery Time Objective(RTO)is the most anticipated time it will take to bring the service back online in the event of a data center event. • Recovery Point Objective(RPO)the amount of data lost that is considered acceptable. Service Commitments and Service Credits Service Credits are calculated as a percentage of the total charges paid by you (excluding one-time payments such as upfront payments)for the month accordance with the schedule below. Recovery Time Objective Service Credit Percentage 8 Hours 10%of one month's fee Recovery Point Objective Service Credit Percentage 24 Hours 10%of one month's fee 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.SLA03.01.16-0001 DocuSign Envelope ID:71441 DDA-7E15-4159-AOF1-9E6104D56C41 AC DATE(MM/DD/YYYY) CERTIFICATE OF LIABILITY INSURANCE 9/29/2017 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 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 CONTACT Brooke Steiner NAME: Charlson-Wilson Insurance jvc,NN0,Ext): (785)537-1600 FAX No): (785)537-1657 555 Poyntz Avenue, Suite 205 ADDRESS:bsteiner @charlsonwilson.com P.O. Box 1989 INSURER(S)AFFORDING COVERAGE NAIC# Manhattan KS 66505-1989 INSURERA:Chubb Group of Ins. Companies 6411 INSURED INSURER B: CivicPlus, Inc. INSURER C: 302 S. 4th Street, Suite 500 INSURERD: INSURER E: Manhattan KS 66502 INSURER F: COVERAGES CERTIFICATE NUMBER:2017-2018 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 TYPE OF INSURANCE ADDL SUER POLICY EFF POLICY EXP W LIMITS LTR INSD VD POLICY NUMBER (MM/DD/YYYY) (MM/DDIYYYY) X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 2,000,000 DAMAGE RETED A CLAIMS-MADE X OCCUR PREMISES O(Ea occurrence) $ 2,000,000 3602-53-12 5/17/2017 5/17/2018 MED EXP(Any one person) $ 10,000 PERSONAL&ADV INJURY $ 1,000,000 GE 'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 X POLICY PRO- JECT LOC PRODUCTS-COMP/OP AGG $ 2,000,000 OTHER: 3602-53-12 5/17/2017 5/17/2018 Technology E&O $ 3,000,000 AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ 1,000,000 (Ea accident) X ANY AUTO BODILY INJURY(Per person) $ A ALL OWNED SCHEDULED AUTOS AUTOS (16) 7358-87-92 5/17/2017 5/17/2018 BODILY INJURY(Per accident) $ NON-OWNED PROPERTY DAMAGE $ HIRED AUTOS AUTOS (Per accident) Terrorism $ X UMBRELLA LIAB OCCUR EACH OCCURRENCE $ 5,000,000 A EXCESS LIAB CLAIMS-MADE AGGREGATE $ DED RETENTION$ 7989-49-14 5/17/2017 5/17/2018 $ WORKERS COMPENSATION X PER OTH- AND EMPLOYERS'LIABILITY Y/N STATUTE ER ANY PROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $ 1,000,000 OFFICER/MEMBER EXCLUDED? N/A A (Mandatory in NH) (17)7174-92-49 5/17/2017 5/17/2018 E.L.DISEASE-EA EMPLOYEE $ 1,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ 1,000,000 A Directors & Officers 8242-9361 5/17/2017 5/17/2018 Aggregate Limit $1,000,000 A Cyber Liability 3602-53-12 5/17/2017 5/17/2018 Aggregate Limit $3,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Orange County, North Carolina THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 200 S. Cameron Street ACCORDANCE WITH THE POLICY PROVISIONS. Hillsborough, NC 27278 AUTHORIZED REPRESENTATIVE Brooke Steiner/TAL ' -°" ""� ° --- ""'` ©1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25(2014/01) The ACORD name and logo are registered marks of ACORD INS025(201401)