HomeMy WebLinkAboutItem 19 -Agreement with CivicPlus, LLC for the use of CivicRec Recreation SoftwarePark, Recreation and Community Services Agency
www.santa-ana.org/parks
Item # 19
City of Santa Ana
20 Civic Center Plaza, Santa Ana, CA 92701
Staff Report
December 17, 2024
TOPIC: Agreement with CivicPlus, LLC For Recreation Software
AGENDA TITLE
Agreement with CivicPlus, LLC for the use of CivicRec Recreation Registration
Software (General Fund)
RECOMMENDED ACTION
Authorize the City Manager to execute an agreement with CivicPlus for use of their
recreation software beginning December 1, 2024 through December 16, 2025, with an
option to extend for an additional year, for a total agreement amount not to exceed
$50,000 (Agreement No. A-2024-XXX).
GOVERNMENT CODE §84308 APPLIES: Yes
DISCUSSION
The Parks, Recreation, and Community Services Agency (PRCSA) utilizes a software
application to process recreational class registrations and facility reservations for its
athletic fields, recreation centers, and senior centers. PRCSA has been utilizing
CivicPlus since December of 2017 after conducting a competitive Request for Proposals
(RFP) process.
PRCSA's most recent agreement with Civic Plus, LLC was from December 1, 2022
through November 30, 2024. PRCSA recommends continuing to use the software
offered by CivicPlus from December 1, 2024 through December 16, 2025 and to have
an option to extend the agreement an additional year through December 16, 2026.
Due to the previous agreement, awarding the proposed agreement would exceed the
City Manager's award authority for a fiscal year. Therefore, PRCSA is requesting City
Council approval to maintain continuity of services for residents with the current
recreation -based software offered by CivicPlus.
ENVIRONMENTAL IMPACT
There is no environmental impact associated with this action.
CivicPlus Recreation Software Agreement
December 17, 2024
Page 2
FISCAL IMPACT
Funds are available in the following account and funds will be budgeted and made
available in future fiscal years, pending City Council approval of the City's annual
budget. Any unused contract authority in a fiscal year may be used in subsequent
years, within the term of the agreement.
Fiscal
Year
Accounting Unit-
Account #
Fund and Account Description
Amount
2024-
01113230-62300
Recreation & Community
$26,616
2025
Services -General Fund -
Contract Services -Professional
2025-
01113230-62300
Recreation & Community
$23,384
2026
Services -General Fund -
Contract Services -Professional
EXHIBIT(S)
1. Agreement with CivicPlus, LLC
Submitted By: Hawk Scott, Executive Director of Parks, Recreation, and
Community Services
Approved By: Alvaro Nunez, City Manager
AGREEMENT WITH CIVICPLUS, LLC, TO PROVIDE ACTIVITY AND SITE
REGISTRATION SOFTWARE SERVICES
THIS AGREEMENT is made and entered into on this 17th day of December, 2024 by and
between CivicPlus, LLC, a Kansas company ("Consultant" or "CivicPlus"), and the City of Santa
Ana, a charter city and municipal corporation organized and existing under the Constitution and
laws of the State of California ("City" or "Client").
RECITALS
A. The City desires to retain a consultant having special skill and knowledge in the field of
activity registration and site reservation software including maintenance and support.
B. Consultant previously entered into Agreement #N-2022-336, for similar services, which
expired on November 30, 2024. The City seeks to enter into a new Agreement with
Consultant and, based on their prior engagement, Consultant represents that it is able and
willing to provide such services to the City.
C. In undertaking the performance of this Agreement, Consultant represents that it is
knowledgeable in its field and that any services performed by Consultant under this
Agreement will be performed in compliance with such standards as may reasonably be
expected from a professional consulting firm in the field.
NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the
terms and conditions hereinafter set forth, the parties agree as follows:
1. SCOPE OF SERVICES
Consultant shall perform during the term of this Agreement, the tasks and obligations
including all labor, materials, tools, equipment, and incidental customary work required to fully
and adequately complete the services described in Exhibit A, attached hereto and incorporated by
reference.
2. COMPENSATION
a. City agrees to pay, and Consultant agrees to accept as total payment for the first two
(2) years of its services under this Agreement, the rates and charges identified in
Exhibit A. The total amount to be expended during the term of this Agreement shall
not exceed Fifty Thousand Dollars and no cents ($50,000.00). This sum is comprised
of the base amount for: 1) first -year compensation in the amount of $22,270.49; 2)
second year compensation in the amount of $23,384.01; and 3) a contingency amount
of $4,345.50 for additional services requested, in writing, at the sole discretion of the
City.
b. City shall recognize and compensate Consultant for any services rendered since
December 1, 2024 to the effective date defined in Section 3, below.
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Payment by City shall be made within thirty (30) days following receipt of proper
invoice evidencing work performed, subject to City accounting procedures. City and
Consultant agree that all payments due and owing under this Agreement shall be made
through Automated Clearing House (ACH) transfers. Consultant agrees to execute the
City's standard ACH Vendor Payment Authorization and provide required
documentation. Upon verification of the data provided, the City will be authorized to
deposit payments directly into Consultant's account(s) with financial institutions.
Payment need not be made for work which fails to meet the standards of performance
set forth in the Recitals which may reasonably be expected by City.
3. TERM
This Agreement shall commence on the date first written above and terminate on December
16, 2025, with the option for the City to grant up to a one (1) year renewal, exercisable by a writing
by the City Manager and the City Attorney, unless terminated earlier in accordance with Section
15, below.
4. INDEPENDENT CONTRACTOR
Consultant shall, during the entire term of this Agreement, be construed to be an
independent contractor and not an employee of the City. This Agreement is not intended nor shall
it be construed to create an employer -employee relationship, a joint venture relationship, or to
allow the City to exercise discretion or control over the professional manner in which Consultant
performs the services which are the subject matter of this Agreement; however, the services to be
provided by Consultant shall be provided in a manner consistent with all applicable standards and
regulations governing such services. Consultant shall pay all salaries and wages, employer's social
security taxes, unemployment insurance and similar taxes relating to employees and shall be
responsible for all applicable withholding taxes.
5. OWNERSHIP OF MATERIALS
Upon full and complete payment of amounts owed for project development, City (referred
to in this Section 5 as "Client") will own the website graphic designs, webpage or services content,
module content, importable/exportable data, and archived information ("Client Content") created
by CivicPlus on behalf of Client pursuant to this Agreement. "Client Content" also includes any
elements of text, graphics, images, photos, designs, artworks, logos, trademarks, services marks,
and other materials or content which Client provides or inputs into any website, software or module
in connection with any services. Client Content excludes any content in the public domain; and
any content owned or licensed by CivicPlus, whether in connection with providing services or
otherwise.
Upon completion of the project development, Client will assume full responsibility for
Client Content maintenance and administration. Client, not CivicPlus, shall have sole
responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and
intellectual property ownership or right to use of all Client Content. Client hereby grants CivicPlus
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a worldwide, non-exclusive right and license to reproduce, distribute and display the Client
Content as necessary to provide the services. Client represents and warrants that Client owns all
Client Content or that Client has permission from the rightful owner to use each of the elements
of Client Content; and that Client has all rights necessary for CivicPlus to use the Client Content
in connection with providing the services.
At any time during the term of this Agreement, Client will have the ability to download the
Client Content and export the Client data through the services. Client may request CivicPlus to
perform the export of Client data and provide the Client data to Client in a commonly used format
at any time, for a fee to be quoted at time of request and approved by Client. Upon termination
for any reason, whether or not Client has retrieved or requested the Client data, CivicPlus reserves
the right to permanently and definitively delete the Client Content and Client data held in the
services thirty (30) days following termination. During the thirty (30) day period following
termination, regardless of the reason for its termination, Client will not have access to the services.
Intellectual Property in the software or other original works created by or licensed to
CivicPlus, including all source code, documents, and materials used in the Services ("CivicPlus
Property") will remain the property of CivicPlus. CivicPlus Property specifically excludes Client
Content. Client shall not (i) license, sublicense, sell, resell, reproduce, transfer, assign, distribute
or otherwise commercially exploit or make available to any third party any CivicPlus Property in
any way, except as specifically provided in the applicable SOW; (ii) adapt, alter, modify or make
derivative works based upon any CivicPlus Property; (iii) create internet "links" to the CivicPlus
Property software or "frame" or "mirror" any CivicPlus Property administrative access on any
other server or wireless or internet-based device that may allow third party entities, other than
Client, to use the Services; (iv) reverse engineer, decompile, disassemble or otherwise attempt to
obtain the source code to all or any portion of the services; or (v) access any CivicPlus Property in
order to (a) build a competitive product or service, (b) build a product using similar ideas, features,
functions or graphics of any CivicPlus Property, or (c) copy any ideas, features, functions or
graphics of any CivicPlus Property. The CivicPlus name, the CivicPlus logo, and the product and
module names associated with any CivicPlus Property are trademarks of CivicPlus, and no right
or license is granted to use them outside of the licenses set forth in this Agreement.
Provided Client complies with the terms and conditions herein, and license restrictions set
forth in this section, CivicPlus hereby grants Client a limited, nontransferable, nonexclusive,
license to access and use the CivicPlus Property associated with this Agreement for the term of
this Agreement.
6. INSURANCE
Prior to undertaking performance of work under this Agreement, Consultant shall procure
and maintain for the duration of the contract insurance against claims for security breaches, system
failures, injuries to persons, damages to software, or damages to property (including computer
equipment) which may arise from or in connection with the performance of the work hereunder
by the Consultant, its agents, representatives, or employees. Consultant shall procure and maintain
for the duration of the agreement, the following insurance coverages:
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Minimum Scope and Limit of Insurance. Consultant shall maintain limits of insurance coverage
in the following minimum amounts and shall be at least as broad as:
• Commercial General Liability (CGL): Insurance Services Office Form CG 00 01
covering CGL on an "occurrence" basis, including products and completed operations,
property damage, bodily injury and personal & advertising injury with limits no less
than $1,000,000 per occurrence and $2,000,000 aggregate.
• Sexual Abuse or Molestation Liability (SAML): If the CGL policy referenced above
is not endorsed to include affirmative coverage for sexual abuse or molestation,
Consultant shall obtain and maintain a policy covering Sexual Abuse and Molestation
with a limit of no less than $1,000,000 per occurrence or claim.
• Workers' Compensation (W/C): as required by the State of California, with statutory
limits, and Employer's Liability Insurance with limit of no less than $1,000,000 per
accident, per employee, per policy for bodily injury or disease. This requirement can
be waived if Vendor has no employees.
• If Consultant maintains broader coverage and/or higher limits than the minimums
shown above, City requires and shall be entitled to the broader coverage and/or the
higher limits maintained by Consultant. Any available insurance proceeds in excess of
the specified minimum limits of insurance and coverage shall be available to City.
Other Insurance Provisions. The insurance policies are to contain, or be endorsed to contain, the
following provisions:
• CGL, and SAML policies: City of Santa Ana, its City Council, its officers, officials,
employees, agents, and volunteers are to be covered as additional insureds with respect
to liability arising out of work or operations performed by or on behalf of the Consultant
including materials, parts, equipment, and personnel furnished in connection with such
work or operations.
• All required insurance policies: Insurance company(ies) agrees to waive all rights of
subrogation against City, its City Council, its officers, officials, employees, agents, and
volunteers for losses paid under the terms of any policy which arise from work
performed by Consultant for City.
• All required insurance policies: For any claims related to this contract, Consultant's
insurance coverage shall be primary and any insurance maintained by City, its City
Council, its officers, officials, employees, agents, or volunteers shall not contribute
with it.
• All required insurance policies: A severability of interest provision must apply for all
the additional insureds, ensuring that Consultant's insurance shall apply separately to
each insured against whom a claim is made or suit is brought, except with respect to
the insurer's limits of liability.
• Each insurance policy required herein shall provide that coverage shall not be canceled,
suspended, voided, reduced in coverage or in limits, non -renewed by the carrier, or
materially changed except after thirty (30) days prior written notice has been given to
City. Ten (10) days prior written shall be provided to City for policy cancellation or
non -renewal due to non-payment.
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• Certificate Holder on each Evidence of Insurance certificate shall be: City of Santa
Ana, Attention: Parks, Recreation, & Community Services Agency, 20 Civic Center
Plaza, M-23, Santa Ana, CA 92701. The name and location of event should be included
in the Description of Operations section of each certificate.
Self -Insured Retentions. Self -insured retentions must be declared to and approved by the City.
City may require Consultant to purchase coverage with a lower retention or provide proof of ability
to pay losses and related investigations, claim administration, and defense expenses within the
retention.
Acceptability of Insurers. Insurance is to be placed with insurers authorized to conduct business
in the state of California with a current A.M. Best rating of no less than A:VII, unless otherwise
acceptable to City.
Verification of Coverage. Consultant shall furnish City with original Certificates of Insurance
including all required amendatory endorsements (or copies of the applicable policy language
effecting coverage required by this clause) and a copy of the Declarations and Endorsement Page
of the CGL policy listing all policy endorsements to City before work begins. However, failure to
obtain the required documents prior to the work beginning shall not waive Consultant's obligation
to provide them. City reserves the right to require complete, certified copies of all required
insurance policies, including endorsements required by these specifications, at any time.
Claims Made Policies. If any of the required policies provide coverage on a claims -made basis:
• The retroactive date must be shown and must be before the date of the contract or the
beginning of work.
• Insurance must be maintained and evidence of insurance must be provided for at least
three (3) years after completion of work.
• If coverage is canceled or non -renewed, and not replaced with another claims -made
policy form with a retroactive date prior to the contract effective date, Company must
purchase "extended reporting" coverage for a minimum of three (3) years after
completion of work.
Subcontractors. Consultant shall require and verify that all sub -contractors maintain insurance
meeting all the requirements stated herein, and Consultant shall ensure that City is an additional
insured on insurance required from sub -contractors.
Special Risks or Circumstances. City reserves the right to modify these requirements, including
limits, based on the nature of the risk, prior experience, insurer, coverage, or other special
circumstances.
7. INDEMNIFICATION
Consultant agrees to defend, and shall indemnify and hold harmless the City, its officers,
agents, employees, contractors, special counsel, and representatives from liability: (1) for personal
injury, damages, just compensation, restitution, judicial or equitable relief arising out of third party
claims for personal injury, including death, and claims for property damage, which may arise from
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the sole negligent operations of the Consultant, its subcontractors, agents, employees, or other
persons acting on its behalf which relates to the services described in section 1 of this Agreement;
and (2) from any third party claim that personal injury, damages, just compensation, restitution,
judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement.
This indemnity and hold harmless agreement applies to all claims for damages, just compensation,
restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the
events referred to in this Section or by reason of the terms of, or effects, arising from Consultant's
sole negligence, malicious actions or omissions during the performance of this Agreement. The
Consultant further agrees to indemnify, hold harmless, and pay all costs for the defense of the City,
including reasonable fees and costs for special counsel to be selected by the City, regarding any
action by a third party challenging the validity of this Agreement, or asserting that personal injury,
damages, just compensation, restitution, judicial or equitable relief due to personal or property
rights arises by reason of the terms of, or effects arising from this Agreement. City may make all
reasonable decisions with respect to its representation in any legal proceeding. Notwithstanding
the foregoing, to the extent Consultant's services are subject to Civil Code Section 2782.8, the
above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that
arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the
Consultant.
8. INTELLECTUAL PROPERTY INDEMNIFICATION
Consultant shall defend and indemnify the City, its officers, agents, representatives, and
employees against any and all liability, including costs, for infringement of any United States'
letters patent, trademark, or copyright infringement, including costs, contained in the work product
or documents provided by Consultant to the City pursuant to this Agreement.
9. RECORDS
Consultant shall keep records and invoices in connection with the work to be performed
under this Agreement. Consultant shall maintain complete and accurate records with respect to
the costs incurred under this Agreement and any services, expenditures, and disbursements
charged to the City for a minimum period of three (3) years, or for any longer period required by
law, from the date of final payment to Consultant under this Agreement. All such records and
invoices shall be clearly identifiable. Consultant shall allow a representative of the City to
examine, audit, and make transcripts or copies of such records and any other documents created
pursuant to this Agreement during regular business hours. Consultant shall allow inspection of all
work, data, documents, proceedings, and activities related to this Agreement for a period of three
(3) years from the date of final payment to Consultant under this Agreement.
10. CONFIDENTIALITY
If Consultant receives from the City information which due to the nature of such
information is reasonably understood to be confidential and/or proprietary, Consultant agrees that
it shall not use or disclose such information except in the performance of this Agreement, and
further agrees to exercise the same degree of care it uses to protect its own information of like
importance, but in no event less than reasonable care. "Confidential Information" shall include all
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nonpublic information. Confidential information includes not only written information, but also
information transferred orally, visually, electronically, or by other means. Confidential
information disclosed to either party by any subsidiary and/or agent of the other party is covered
by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any
information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the
Consultant disclosed in a publicly available source; (c) is in rightful possession of the Consultant
without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e)
is independently developed by the Consultant without reference to information disclosed by the
City.
11. CONFLICT OF INTEREST CLAUSE
Consultant covenants that it presently has no interests and shall not have interests, direct
or indirect, which would conflict in any manner with performance of services specified under this
Agreement.
12. NON-DISCRIMINATION
Consultant shall not discriminate because of race, color, creed, religion, sex, marital status,
sexual orientation, gender identity, gender expression, gender, medical conditions, genetic
information, or military and veteran status, age, national origin, ancestry, or disability, as defined
and prohibited by applicable law, in the recruitment, selection, teaching, training, utilization,
promotion, termination or other employment related activities or any services provided under this
Agreement. Consultant affirms that it is an equal opportunity employer and shall comply with all
applicable federal, state and local laws and regulations.
13. EXCLUSIVITY AND AMENDMENT
This Agreement represents the complete and exclusive statement between the City and
Consultant, and supersedes any and all other agreements, oral or written, between the parties. In
the event of a conflict between the terms of this Agreement and any attachments hereto, the terms
of this Agreement shall prevail. This Agreement may not be modified except by written instrument
signed by the City and by an authorized representative of Consultant. The parties agree that any
terms or conditions of any purchase order or other instrument that are inconsistent with, or in
addition to, the terms and conditions hereof, shall not bind or obligate Consultant or the City. Each
party to this Agreement acknowledges that no representations, inducements, promises or
agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any
party, which is not embodied herein.
14. ASSIGNMENT
Inasmuch as this Agreement is intended to secure the specialized services of Consultant,
Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior
written consent of the City and any such assignment, transfer, delegation or subcontract without
the City's prior written consent shall be considered null and void. Nothing in this Agreement shall
be construed to limit the City's ability to have any of the services that are the subject to this
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Agreement performed by City personnel or by other consultants retained by City, at any time
following the execution of this Agreement. Notwithstanding the foregoing, Consultant may assign
and transfer all of its rights under this Agreement by a sale of all of its assets or merger.
15. TERMINATION
This Agreement may be terminated by the City upon thirty (30) days written notice of
termination. In such event, Consultant shall be entitled to receive and the City shall pay Consultant
compensation for all services performed by Consultant prior to receipt of such notice of
termination, subject to the following conditions:
a. As a condition of such payment, the Executive Director may require Consultant to
deliver to the City all work product(s) completed as of such date, and in such case
such work product shall be the property of the City unless prohibited by law, and
Consultant consents to the City's use thereof for such purposes as the City deems
appropriate.
b. Payment need not be made for work which fails to meet the standard of
performance specified in the Recitals of this Agreement.
16. WAIVER
No waiver of breach, failure of any condition, or any right or remedy contained in or
granted by the provisions of this Agreement shall be effective unless it is in writing and signed by
the party waiving the breach, failure, right or remedy. No waiver of any breach, failure or right, or
remedy shall be deemed a waiver of any other breach, failure, right or remedy, whether or not
similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies.
17. JURISDICTION - VENUE
This Agreement has been executed and delivered in the State of California and the validity,
interpretation, performance, and enforcement of any of the clauses of this Agreement shall be
determined and governed by the laws of the State of California. Both parties further agree that
Orange County, California, shall be the venue for any action or proceeding that may be brought or
arise out of, in connection with or by reason of this Agreement.
18. PROFESSIONAL LICENSES
Consultant shall, throughout the term of this Agreement, maintain all necessary licenses,
permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder
and required by the laws and regulations of the United States, the State of California, the City of
Santa Ana and all other governmental agencies. Consultant shall notify the City immediately and
in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and
exemptions. Said inability shall be cause for termination of this Agreement.
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19. NOTICE
Any notice, tender, demand, delivery, or other communication pursuant to this Agreement
shall be in writing and shall be deemed to be properly given if delivered in person or mailed by
first class or certified mail, postage prepaid, electronic mail or sent by fax or other telegraphic
communication in the manner provided in this Section, to the following persons:
To City:
City Clerk
City of Santa Ana
20 Civic Center Plaza (M-30)
P.O. Box 1988
Santa Ana, CA 92702-1988
Fax: 714- 647-6956
With courtesy copies to:
Executive Director, PRCSA
City of Santa Ana
20 Civic Center Plaza (M-23)
P.O. Box 1988
Santa Ana, California 92702
To Consultant:
CivicPlus, LLC.
Attn: Legal Department
302 South 4th St., Suite 500
Manhattan, KS 66502
Legal@civicplus.com
A party may change its address by giving notice in writing to the other party. Thereafter,
any communication shall be addressed and transmitted to the new address. If sent by mail,
communication shall be effective or deemed to have been given three (3) days after it has been
deposited in the United States mail, duly registered or certified, with postage prepaid, and
addressed as set forth above. If sent by fax, communication shall be effective or deemed to have
been given twenty-four (24) hours after the time set forth on the transmission report issued by the
transmitting facsimile machine, addressed as set forth above. For purposes of calculating these
time frames, weekends, federal, state, County or City holidays shall be excluded.
20. MISCELLANEOUS PROVISIONS
a. Each undersigned represents and warrants that its signature herein below has the
power, authority and right to bind their respective parties to each of the terms of
this Agreement, and shall indemnify City fully, including reasonable costs and
attorney's fees, for any injuries or damages to City in the event that such authority
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or power is not, in fact, held by the signatory or is withdrawn.
b. The Agreement is the final and complete agreement and any prior or
contemporaneous agreements for similar services between the parties is superseded
by this Agreement. This shall not apply where the Parties are currently engaged
and Consultant is providing services not contemplated by this Agreement.
In the event of any conflict or inconsistency between the terms and conditions in
this Agreement and any terms or conditions set forth, including by separate
weblink, in any Exhibit, purchase order, or other document relating to the
transactions contemplated by this Agreement, the terms and conditions set forth in
this Agreement shall prevail.
d. All Exhibits referenced herein and attached hereto shall be incorporated as if fully
set forth in the body of this Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first
above written.
ATTEST:
Jennifer L. Hall
City Clerk
APPROVED AS TO FORM:
SONIA R. CARVALHO
City Attorney
By:
onathan T. Martine
Assistant City Attorney
RECOMMENDED FOR APPROVAL:
)�5-4C�'
Hawk Scott
Executive Director
Parks, Recreation and Community Services Agency
CITY OF SANTA ANA
Alvaro Nunez
City Manager
CIVICPLUS, LLC:
Amy Vika er
Senior Vice President of Customer
Success
Page 40 of 40
EXHIBIT A
Scope of Services and Fee Schedule
EXHIBITA
CP
CivicPlus
302 South 4th St. Suite 500
Manhattan, KS 66502 US
Client:
CA — SANTA ANA — CivicRec - Statement of Work
QTY
ITEM
PRODUCT TYPE
1
Civic Rec Annual Fee
Renewable
1
AudioEye Enterprise for CivicRec
Renewable
1
Document Management Module
Renewable
Annual Recurring Services — Initial Term
USD 22,270.49
Annual Recurring Services Subject to U lift
USD 23,384.01
This renewal Statement of Work ("SOW") is between Santa Ana, CA ("Customer") and CivicPlus, LLC, and shall
be subject to the terms and conditions of the Master Services Agreement ("MSA") and the applicable Solutions
and Products terms found at: www.civicplus.help/hc/p/le a�_(collectively, the "Terms and Conditions"). By
signing this SOW, Customer expressly agrees to the Terms and Conditions throughout the Term of this SOW.
The Terms and Conditions form the entire agreement between Customer and CivicPlus (collectively, referred to
as the "Agreement"). The Parties agree the Agreement shall supersede and replace all prior agreements between
the Parties with respect to the services provided by CivicPlus herein (the "Services").
2. This SOW shall remain in effect for an initial term from December 1, 2024 — November 30, 2025 (the "Initial
Term"). In the event that neither party gives 60 days' notice to terminate prior to the end of the Initial Term, or any
subsequent Renewal Term, this SOW may be renewed for an additional twelve month renewal term ("Renewal
Term"). The Initial Term and all Renewal Terms are collectively referred to as the "Term".
3. Annual Recurring Services shall be invoiced on the first day of the Initial Term and the first day of any of each
Renewal Term and be subject to a 5% uplift each Renewal Term. Client will pay all invoices within 30 days of the
date of such invoice.
Signature Page to Follow
V. PD 06.01.2015-0048
Page 1 of 2
Acceptance
The undersigned has read and agrees to the following Binding Terms, which are incorporated into this SOW, and have
caused this SOW to be executed as of the date signed by the Customer which will be the Effective Date:
For CivicPlus Billing Information, please visit https://www.civicplus.com/verify/
Authorized Client Sianature
By (please sign):
Printed Name:
Title:
Date:
Organization Legal Name:
Billing Contact:
Title:
Billing Phone Number:
Billing Email:
Billing Address:
Mailing Address: (If different from above)
('.ivirPh is
By (please sig{�):
i I �
T 2
P6ted Name:
Amy Vikander
Title:
Senior VP of Customer Success
Date:
PO Number: (Info needed on Invoice (PO or Job#) if required)
11 /27/2024
V. PD 06.01.2015-0048
Page 2 of 2
C;1 CIVICPLUS
Updated Remittance Address:
(FOR PAYMENTS ONLY)
CivicPlus LLC
PO Box 737311
Dallas TX 75373-7311
Bill To
Santa Ana CA
20 Civic Center Plaza
Santa Ana California 92702
TOTAL DUE
Estimate
#316132
11/29/2024
PO #
$221270.49
Due Date: 12/29/2024
Terms
Due Date PO #
Approving Authority
Net 30
12/29/2024
Qty
Item
Start Date
End Date
1
CivicRec Annual Fee
12/01/2024
11/30/2025
1
AudioEye Enterprise for CivicRec
12/01/2024
11/30/2025
1
Document Management Module: Enabled to allow customers to 12/01/2024
11/30/2025
upload documents and staff to manage records.
Total
$22,270.49
Due
$22,270.49
Please submit payment via ACH using the details below. Please send notification of ACH transmission via email to
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Bank Name Account Name Account Number Routing Number
JPMorgan Chase CivicPlus LLC 910320636 021000021
CA - Santa Ana - Rec Renewal Agreement &
SOW - CP Signed - 11272024
Final Audit Report 2024-12-03
Created: 2024-12-03
By: Stephanie Garcia (SGarcia5@santa-ana.org)
Status: Signed
Transaction ID: CBJCHBCAABAAGBSw5T9140milpTVpLsbTBquWJii-Qk_
"CA - Santa Ana - Rec Renewal Agreement & SOW - CP Signed
- 11272024" History
Document created by Stephanie Garcia (SGarcia5@santa-ana.org)
2024-12-03 - 11:35:46 PM GMT
Document emailed to Hawk Scott (hscott@santa-ana.org) for signature
2024-12-03 - 11:35:51 PM GMT
Email viewed by Hawk Scott (hscott@santa-ana.org)
2024-12-03 - 11:36:46 PM GMT
&0 Document e-signed by Hawk Scott (hscott@santa-ana.org)
Signature Date: 2024-12-03 - 11:36:56 PM GMT - Time Source: server
Agreement completed.
2024-12-03 - 11:36:56 PM GMT
a Adobe Acrobat Sign