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Civic Plus-2023-11CIVICRUS 302 South 4th St Suite 500 Manhattan KS 66502 US Quote # Date Customer Q-36846-1 If 1/30/2023 3 58 PM GRAND TERRACE, CALIFORNIA Product Name DESCRIPTION QTY TOTAL Full -Service Supplementation Subscription Full Service Supplementation Subscription 1 00 USD 3,785 10 Online Code Hosting Online Code Hosting 1 00 USD 741 00 OrdBank Subscription OrdBank Subscription Renewal 100 USD 279 31 Municode Administrative Support Fee Municode Administrative Support Fee 100 USD 399 00 Annual Recurring Supplement Services - Initial Term I USD 5,204 41 1 This Statement of Work ("SOW") is between City of Grand Terrace ("Customer") and CivicPlus, LLC ("CivicPlus"), the acquirer and sole owner of Municode, LLC f/k/a Municipal Code Corporation, and incorporates and is subject to the terms and conditions located at Addendum 1 attached to this SOW 2 2 This SOW shall begin on 7/1/2023 ("Effective Date") and all the services provided to Customer listed in the above line items (the "Services") shall align to renew annually on each anniversary of the Effective Date ("Renewal Date") Unless terminated, Customer shall be invoiced for the Annual Recurring Services on each Renewal Date of each calendar year subject to 5% annual increase Customer will pay all invoices within 30 days of the date of such invoice V PD 06 01 2015-0048 Page 1 of 4 Acceptance By signing below, the parties are agreeing to be bound by the covenants and obligations specified in this SOW IN WITNESS WHEREOF, the parties have caused this SOW to be executed by their duly authorized representatives as of the dates below Client By Name Konrad Bolowich Title City Manager Date 04/24/2023 C1vicPlus By Name Amy Vikander Title Senior Vice President of Customer Success Date V PD 06 01 2015-0048 Page 2 of 4 Addendum 1 agreement ( Agreement ) is explicitly agreed to by the omer listed on the Statement of Work All terms used in this ement that are not otherwise defined shall have the definition bed to it in the Statement of Work Scope of Services The Services provided to Customer under s Agreement are set forth in the CivicPlus Statement of Work Ined by the parties (the SOW ) Customer may purchase ditional services for additional cost at any time upon mutual itten consent of the Parties, including but not limited to updating frequency of Supplement updates, additional labor required cause of delays errors or omissions on the part of Customer Limitations of Services Annual Recurring Supplement Service es NOT include Additional copies, reprints, binders and tab orders Documents drafted in InDesign or that contain form -based code awrements, are subject to additional editorial fees c Legal work, creation of fee schedules, gender neutral review/ implementation, external linking Codifying a newly adopted term change legislation This may subject to a one-time additional editorial fee Material to be hewed upon receipt, Online Code hosting and online features this is listed separately services outside the scope of the Annual Recurring plement Services, a per page rate of $23 will be applied Each document for processing should be its own individual named by its ordinance number Customer should send in all cuments to CivicPlus as MS WORD versions or a convertible )F version Term and Termination This Agreement shall remain in full force id effect for an initial period of one year commencing on the Tective Date ('Initial Term"), at the end of the Initial Term, this greement shall automatically renew for additional one-year terms !ach a "Renewal Term") If either Party does not intend to renew is Agreement, they shall provide sixty days prior notice to the end the then -current term Either party may terminate this Agreement r cause in the event the other party materially breaches any term this Agreement and does not substantially cure such breach ithin thirty days after receiving notice of such breach A delinquent ustomer account remaining past due for longer than 90 days a material breach by Customer and is grounds for CivicPlus Compensation Unless otherwise stated in an SOW signed by e Customer, the Customer shall pay CivicPlus for the Services anually at the start of each Renewal Term, within 30 days of the ate an invoice is sent Integration This Agreement sets forth the entire agreement tween and among the parties with respect to the Services This reement supersedes all prior written or oral agreements betwe( parties or their predecessors -in -interest with respect to all or y part of the subject matter hereof Limitation of Liability CivicPlus liability arising out of or related a this Agreement or any associated SOW, will not exceed five mes the amounts paid by Customer for the Services in the year nor to such claim of liability In no event will CivicPlus be liable Customer for any consequential, indirect, special incidental, r punitive damages arising out of or related to this Agreement applicable law limits the application of the provisions of this imitation of Liability section, CivicPlus' liability will be limited to the aaximum extent permissible Ownership Customer shall own all right title and interest in and the code created under this Agreement Customer is responsible providing all necessary and correct documentation, materials d communication in a timely manner in order to enable CivicPlus perform the Services and acknowledges CivicPlus cannot begin rformance of the Services until all necessary documentation, atenals and communication is received Customer acknowledges that any legal analysis provided by vicPlus is provided to Customer for their use and direction )wever Customer agrees the Services provided for herein do t review legal codes for legal sufficiency, draw legal conclusions vide legal advice opinions or recommendations about istomer s legal rights, remedies, defenses, options selection of *ms or strategies or apply the law to the facts of any particular uation or establish an attorney -Customer relationship CivicPlus not a law firm and may not perform services performed by an orney, and the Services contemplated herein do not constitute a bstitute for the advice or services of an attorney 0 In the event either party is unable to perform its obligations nder the terms of this Agreement because of acts of God, strikes amage or other causes reasonably beyond its control, such arty shall not be liable for damages to the other for any damages ;sulting from such failure to perform or otherwise from such V PD 06 012015 0048 Page 3 of 4 Contact Information .all documents must be returned Master Service Agreement Statement of Work and Contact Information Sheet Organization URL City of Grand Terrace www grandterrace-ca gov Street Address 22795 Barton Road Address 2 City State Postal Code Grand Terrace CA 92313 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 updates Emergency Contact & Mobile Phone Debra L Thomas (760) 792 6570 Emergency Contact & Mobile Phone Emergency Contact & Mobile Phone Billing Contact E Mad Debra L Thomas dthomas@grandterrace-ca gov Phone Ext Fax (909) 954-5207 (909) 824 6623 Billing Address 22795 Barton Road Address 2 City State Postal Code Grand Terrace CA 92313 Tax ID # Sales Tax Exempt # 95-3316135 2 Billing Terms Account Rep Net 30 Debora McNew Info Required on Invoice (PC or Job #) Are you utilizing any external funding for your project (ex FEMA CARES) Y [ ] or N [ x ] Please list all external sources Contract Contact Email Debra L Thomas dthomas@grandterrace-ca gov, Phone Ext Fax (909) 954-5207 (909) 824 6623 Project Contact Email Debra L Thomas dthomas@grandterrace ca gov, Phone Ext Fax (909) 954 5207 (909) 824 6623 V PD 06 01 2015-0048 Page 4 of 4