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' MASTER SERVICES AGREEMENT Between CivicPlus and City of Moscow, Idaho THIS MASTER SERVICES AGREEMENT between CivicPlus and City of Moscow, Idaho (hereinafter "Agreement") is agreed to by and between CivicPlus, Inc., d/b/a CivicPlus (hereinafter "CivicPlus"), and the City of Moscow, Idaho (hereinafter "City") Uointly, "Parties"), and shall be effective as of the later date of signing indicated at the end of this Agreement ("Effective Date"). RECITALS: WHEREAS, CivicPlus is engaged in the business of developing, marketing and selling custom community engagement and government management platforms and services that include, but are not limited to, web sites, web interfaces and portals and proprietary software systems and associated modules; in addition to project development, design, implementation, support and hosting services for same; and WHEREAS, City wishes to engage in a relationship with CivicPlus for such services and/or license for use of proprietary software developed and owned by CivicPlus; and WHEREAS, City and CivicPlus have agreed to certain terms as set forth in this Agreement; NOW, THEREFORE, City and CivicPlus agree as follows: A. Term and Termination 1. The term of this Agreement shall be the later of one ( 1) year from the Effective Date or the termination or expiration of any associated Statement of Work Exhibit A.I. 2. Either Party may terminate this Agreement or any associated SOW at the end of the Agreement term by providing the other Party with sixty ( 60) days' written notice prior to the contract renewal date. 3. This Agreement is. contingent upon City receiving the necessary funding to cover the obligations of City. In the event that such funding is not received or appropriated, then, and in that event, City's obligations under this Agreement shall cease and each party shall be released from further performance under this Agreement without any liability to the other party. 4. Unless terminated by either Party pursuant to Section A.2,, this Agreement will renew another one ( 1) year term, as long as City receives necessary annual budget appropriations. If City does not appropriate sufficient funding, then this Agreement will terminate on the 301h day of September of the current Agreement year. MASTER SERVICES AGREEMENT - CIVICPLUS AND CITY PAGE 1 OF6 2.017-()40 ---PAGE BREAK--- 5. Notwithstanding the above, in the event this Agreement or any SOW is terminated, any outstanding invoices for Project Development 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. B. Statements of Work CivicPlus agrees to perform services and/or produce deliverables in accordance with the Statement(s) of Work in consideration of the fees described in the same Statement(s) of Work. Multiple and successive Statement(s) of Work may be agreed to between the Parties. Such Statement(s) of Work are incorporated into this Agreement by reference and subject to the terms & conditions contained herein pursuant to Section J. C. Invoicing and Payment Terms 1. Invoices shall be sent electronically in the manner described in the relevant Statement of Work. Upon request, CivicPlus will mail invoices and City will be charged a five dollar convenience fee. 2. Payment shall be due thirty (30) dµys from date of invoice. Unless otherwise limited by law, a finance charge of two point nine percent per month or five dollars 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). 3. If a City change in timeline causes CivicPlus to incur additional expenses (i.e. airline change fees), City agrees to reimburse CivicPlus for those fees for an amount not to exceed one thousand dollars ($1,000) per CivicPlus resource trip. D. Ownership and Content Responsibility 1. Upon full and complete payment of submitted invoices for any SOW Project Development Fees, City will own the Customer Content (defined as any website graphic designs, webpage or software content, module content, importable/exportable data, and archived information as created by CivicPlus on behalf of City pursuant to this Agreement). 2. Upon completion of any SOW Project Development, City will assume full responsibility for website, software or module content maintenance and administration. City, 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. 3. City agrees that Civic Plus shall not migrate, convert, or port content or information that could reasonably be construed to be time-sensitive, such as calendar or blog content, in any project. MASTER SERVICES AGREEMENT - CIVICPLUS AND CITY PAGE20F6 ---PAGE BREAK--- E. Intellectual Property and Ownership 1. Intellectual Property of any software or other original works created by CivicPlus prior to the execution of this Agreement ("CivicPlus Property") will remain the property of CivicPlus. 2. City shall not license, sublicense, sell, resell, transfer, assign, distribute or otherwise '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 "mirror" 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 build a competitive product or service; build a product using similar ideas, features, functions or graphics of any Civic Plus 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 ofCivicPlus, and no right or license is granted to use them. F. Indemnification To the extent permitted by the law of City's state, City and CivicPlus shall defend, indemnify and hold the other Party harmless, its partners, employees, and agents from and against any and all lawsuits, claims, demands, penalties, losses, fines, liabilities, damages, and expenses, including attorney's fees of any kind, without limitation, in connection with the operations of and installation of software contemplated by this Agreement, or otherwise arising out of or in any way connected with the CivicPlus provision of service and performance under this Agreement. This section shall not apply to the extent that any loss or damage is caused by the gross negligence or willful misconduct on the part of either Party. G. Liabilities 1. CivicPlus will not be liable for any act, omission of act, negligence or defect in the quality of service of any underlying carrier or other service provider whose facilities or services are used in furnishing any portion of the service received by the City. 2. CivicPlus will not be liable for any failure of performance that is caused by or the result of any act or omission by City or any entity employed/contracted on the City's behalf. 3. City 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. City further agrees that CivicPlus has no responsibility for the use or storage of end-users' Personal Data in connection with the website or the consequences of the solicitation, collection, storage, or other use by City or by any third party of Personal Data. 4. To the extent it may apply to any service or deliverable of any SOW, user logins are for designated individuals chosen by City ("User(s)") and cannot be shared or used by more MASTER SER VICES AGREEMENT - CIVICPLUS AND CITY PAGE30F6 ---PAGE BREAK--- than one User. City will be responsible for the confidentiality and use of User's passwords and User names. City will also be responsible for all Electronic Communications, including those containing business information, account registration, account holder information, financial information, City Data, and all other data of any kind contained within emails or otherwise entered electronically through any CivicPlus Property or under City's account. CivicPlus will act as though City will have sent any Electronic Communications it receives under City's passwords, User name, and/or account number. City shall use commercially reasonable efforts to prevent unauthorized access to or use of any CivicPlus Property and shall notify CivicPlus of any unauthorized access or use of any CivicPlus Property, and any loss or theft or unauthorized use of any User's password or name and/or User personal information. 5. City shall comply with all applicable Federal, State and Local laws, treaties, regulations, and conventions in connection with its use of any CivicPlus Property. H. Force Majeure 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, fire, casualty, unanticipated work stoppage, strike, lockout, labor dispute, civic disturbance, riot, war, national emergency, act of Government, act of public enemy, or other cause of similar or dissimilar nature beyond its control. I. Taxes It is CivicPlus' policy to pass through sales tax in those jurisdictions where such tax is required. The City of Moscow is tax-exempt. J. Other Documents 1. The following are to be attached to and made part of this Agreement: Exhibit A - Statement(s) of Work. 2. In the case of any conflict between the terms of this Agreement and any incorporated documents, such conflicts shall be resolved with the incorporated documents taking the following order of precedence: a. This Master Services Agreement; b. Exhibit A - Statement(s) of Work in descending order of execution (for example, the most recent SOW will control over the other in the event of a conflict in terms). K. Interlocal Purchasing Consent This Agreement and any attached SOWs may be extended to any public entity in the State of Idaho to purchase at SOW prices in accordance with the terms stated herein. MASTER SERVICES AGREEMENT - CIVICPLUS AND CITY PAGE40F6 ---PAGE BREAK--- L. Miscellaneous Provisions 1. The invalidity, in whole or in part, of any provision of this Agreement shall not void or affect the validity of any other provision of this Agreement. 2. No amendment, assignment or change to this Agreement or any included SOW shall be effective unless by a written instrument executed by each of the Parties. M. Acceptance We, the undersigned, agreeing to the conditions specified in this document, understand and consent to the terms and conditions of this Agreement. CivicPlus By: f3il.p CuJ(l-- Name: f?z.' lMtl 8£P"f' Title: f\A..At::f C: Date: ( 7 MASTER SERVICES AGREEMENT - CIVICPLUS AND CITY City of Moscow, Idaho Name: Tim Grant Title: Director of Sales Date: May 12, 2017 PAGE 5 OF6 ---PAGE BREAK--- Sign and E-mail the entire contract with exhibits to: [EMAIL REDACTED] We will e-mail a counter-signed copy of the contract back to you so we can begin. CivicPlus does not require a physical copy of the Agreement; however, if you would like a physical copy of the Agreement, mail one copy of the Agreement with original signature to: CivicPlus Contract Manager 302 S. 4th Street, Suite 500 Manhattan, KS 66502 Upon receipt of signed original, we will counter-sign and return the copy for your files. MASTER SERVICES AGREEMENT - C!VICPLUS AND CITY PAGE60F6 ---PAGE BREAK--- Exhibit A.1. - CivicPlus Statement of Work #1 All Quotes are in US Dollars and Valid for 30 Days from April 3, 2017 Project Development and Deployment • First Year Annual Services (Initial GCMS® upgrades, maintenance, support and hosting) • Server Storage not to exceed 25 GB • Services and Deliverables as described in Addendum 1 • Premium suite of modules, as described in Addendum 2 • Up to 225 pages of content migrated from • Ongoing recurring 48-month redesign, as described in Addendum 3 • 3 Years of Agendas & Minutes in PDF or DOC format migrated • 3 Days Onsite Implementation Training for up to 6 Client staff members 1 Project Enhancements • LDAP Setup & Hosting • CivicSend • CivicMobile Cusvf!! A0' $27,400 Included Total Fees Year 1 $24,700 Jnnual Services (Continuing GCMS® Enhancements, Maintenance, Support and Hosting) Billed 12 months from SOW signing; subject to annual 5% increase year 5 and beyond $4,000 Total Annual Services $4,000 At the request of Client, CivicPlus agrees to redistribute their standardized pricing as follows: CivicPlus Advantag 1stvear Annual Investment Payments $9,175 2"dYear $9,175 3rd Year $9,175 4th Year $9,175 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 SOW #1 is hereby attached. 2. This SOW #1 shall remain in effect for an initial term of four years (48 months) ("the SOW #1 Initial Term") 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. Invoicing shall begin upon the date of signing of this SOW #1 as detailed in CivicPlus Advantage Annual Investment Payments. Subsequent Annual Investment Payments shall be invoiced on the dates of signature of their respective calendar years. 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 4 to this SOW #1 and shall be subject to a 5% annual increase beginning in Year 5 of service. 5. After forty-eight (48) months of continuous service, Client is entitled to a no-cost redesign, details noted in Addendum 3. 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. 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 PAGE l OF IO ---PAGE BREAK--- Acceptance We, the undersigned, agreeing to the conditions specified in this document, understand and authorize the provision of services outlined in this Agreement. CivicPlus By: fu Name: Be· W- lA.M/J..:is(L..l Title: kJ/ Date: · s-rB--tri EXHIBIT City of Moscow, Idaho By:v Jjr Name: Tim Grant Title: Director of Sales Date: May 12, 2017 PAGE20F10 ---PAGE BREAK--- 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 • provide access to CivicPlus University (online address the modifications and come to a consensus training manuals, 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: 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 Del!verable: Website grayscale layout and mood board color pallet presentation 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 PAGE3OF10 ---PAGE BREAK--- Phase 3: Website Reveal Deliverable: Website design and production website. CivicPlus will: [Client will: • present a fully functional website on a production • evaluate the website design and content and provide URL CivicPlus with feedback • migrate content pages to the production UR as • collaborate with CivicPlus on proposed changes described in Exhibit A.1. Statement of Work. • revise the design according to the approved timeline • conduct a quality review of the website to ensure the • if revised design changes are requested after the functionality and usability standards are met design approval timeline date, the project's Go Live • work with Client to prepare for training date will be adjusted out (training and billing • migrate Agendas & Minutes in Microsoft Word.DOC milestones will remain as per approved timeline) or Adobe PDF format as described in Exhibit A.1. • provide CivicPlus will all the necessary DNS items Statement of Work. identified for the website Phase 4: Implement 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: • provided 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 Dellver51ble: Custom website launched to the public. [CivicPlus will: Client will: o address system issues and bugs that Client finds • test and update the final site as per approved timeline o 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 PAGE40F 10 ---PAGE BREAK--- Addendum 2 to Exhibit A.1. - Modules & Functionalities Project Development and Deployment Includes the Following: • • • • • • • • • • • • • • • • • • • • • • • • Modules Agenda Center Alerts Center & Emergency Alert Notification Archive Center Bid Postings Blog Business/Resource Directory Calendar Citizen Request Tracker™ (5 users) Community Connection Community Voice TM Document Center ePayment Center Facilities & Reservations Frequently Asked Questions Forms Center Job Postings My Dashboard News Flash Notify Me® email and 500 SMS subscribers Photo Gallery Quick Links Real Estate Locator Spotlight Staff Directory EXHIBIT I Functionality • Action Items Queue • Audit Trail I History Log • Automated PDF Converter • Automatic Content Archiving • Dynamic Breadcrumbs • Dynamic Sitemap • Expiring Items Library • Graphic Link Administration • Links Redirect • Menu Management • Mouse-over Menu Structure • Online Editor for Editing and Page Creation (WYSIWYG) • Online Web Statistics • Printer Friendly/Email Page • RSS • Site Layout Options • Site Search & Entry Log • Slideshow • Social Media Integration (Facebook, Twitter, lnstagram) • User & Group Administration Rights • Web Page Upload Utility • Website Administrative Log PAGE50F10 ---PAGE BREAK--- Addendum 3 to Exhibit A.1. - Redesign Details CivicPlus Project Development Services & Scope of Services for CP Basic Redesign • New design for all items originally contracted for (main site, department headers and subsites) • Redevelop banner • 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 tocorrect EXHIBIT PAGE 6OF10 ---PAGE BREAK--- Addendum 4 to Exhibit A.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 bisaster 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 EXHIBIT PAGE70F 10 ---PAGE BREAK--- Support and Maintenance Support Services CivicPlus' on-site support team is available from 7:00 am to 7:00 pm CT to assist clients with any questions, concerns or suggestions regarding the functionality and usage of CivicPlus' GCMS® and associated applications. The support team is available during these hours via CivicPlus' toll-free support number and e-mail. Support personnel will respond to calls as they arrive (under normal circumstances, if all lines are busy, messages will be returned within two hours; action will be taken on e-mails within four hours), and if Client's customer support liaison is unable to assist, the service escalation process will begin. Emergency support is available 24-hours-a-day for designated, named Client points-of-contact, with members of both CivicPlus' project management and support teams available for urgent requests. Emergency support is provided free-of charge for· true emergencies website is down, applications are malfunctioning, etc.), though Client may incur support charges for non- emergency requests during off hours basic functionality I 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 CiificPlus' organization at the discretion of the customer support liaison. Included Services: Suooort Maintenance of CivicPlus GCMS® 7 a.m. - 7 p.m. (CST) Monday - Friday Install Service Patches for OS excluding holidays) !System Enhancements 124/7 Emergency Support Fixes Dedicated Support Personnel Improvements Usability Improvements Integration Integration of System Enhancements Testing Proactive Support for Updates & Fixes Development K:>nline Training Manuals Usage License Newsletters Routine Follow-up Check-ins CivicPlus Connection EXHIBIT PAGE 8OF10 ---PAGE BREAK--- CivicPlus Service Level Agreement CivicPlus will use commercially reasonable efforts to make the GCMS® available with a Uptime Percentage (defined below) of at least 99.9%, in each case during any 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 • Uptime Percentage" is calculated by subtracting from 100% the percentage of minutes during the month in which the CGMS, was "Unavailable." 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. Uptime Percentage Less than 99.9% Service Credit Percentage 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 billing cycle is greater than one dollar 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 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: 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); 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 Uptime Percentage calculation, then we may issue a Service Credit considering such factors at our discretion. EXHIBIT PAGE90F 10 ---PAGE BREAK--- Disaster Recovery Feature Service Commitment CivicPlus will use commercially reasonable efforts to make insure that in the event of a disaster that make the Primary data center unavailable (defined below) Client site will be brought back online at a secondary data center (the "Service Commitment"). In the event CivicPlus does not meet the Service Commitment, you will be eligible to receive a Service Credit as described below. Definitions • "Datacenter availability" is determined by inability to provide or restore functions necessary to support the Service. Examples of necessary functions include but are not limited Cooling, Electrical, Sufficient Internet Access, Physical space, and Physical access. • A "Service Credit" is a dollar credit, calculated as set forth below, that we may credit back to an eligible account. • Recovery Time Objective (RTO) is the most anticipated time it will take to bring the service back online in the event of a data center event. • RecoveryPoint 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 8 Hours Recovery Point Objective 24 Hours EXHIBIT Service Credit Percentage 10% of one month's fee Service Credit Percentage 10% of one month's fee PAGE 10 OF 10 ---PAGE BREAK--- C j» Service & License Agreement Contract Information Organization City of Moscow Street Address 206 E Third Street Address 2 City Moscow Contact Information State ID URL www.ci.moscow.id.us Postal Code 83843 CivicPlus provides telephone support for all trained clients from 7am -7pm Central Time, Monday-Friday (excluding holidays). Emergency Support is provided on a 24/7/365 basis for representatives named by the Client. Client is responsible for ensuring CivicPlus has current u dates. Emergency Contact & Mobile Phone Jen Pfiffner, [PHONE REDACTED] Emergency Contact & Mobile Phone Jesse Flower, [PHONE REDACTED] Emergency Contact & Mobile Phone Gary Ried ner' 509-597 -7 591 Billing Contact 2en Pfiffner Phone [PHONE REDACTED] Billing Address PO Box 9203 Address 2 City Moscow Tax ID# 82-6000117 Billing Terms Annual Info Required on Invoice (PO or Job N/ A Contract Contact Jen pfiffner Phone [PHONE REDACTED] Project Contact Jen Pfiffner Phone [PHONE REDACTED] Ext. ST ID Ext. Ext. E-Mail jpfiffner@ci. moscow .id. us Fax [PHONE REDACTED] Sales Tax Exempt# N/A Account Rep Ahron Jones Email [EMAIL REDACTED] Fax Email [EMAIL REDACTED] Fax CivicPlus • 302 S. 4th Street, Suite 500 •Manhattan, KS 66502 • www.CivicPlus.com Toll Free [PHONE REDACTED] •Accounting Ext. 291 •Support Ext. 307 •Fax [PHONE REDACTED]