10/12/2018 Agreement I
�//�� , BOARD OF COUNTY COMMISSIONERS
C ®Ari ®� 1Vl ®��� e Mayor David Rice, District 4
r p ' Mayor Pro Tem Sylvia J. Murphy, District 5
The Florida Keys Danny L. Kolhage, District 1
s George Neugent, District 2
Heather Carruthers, District 3
Monroe County
Board of County Commissioners
Office of the County Administrator
The Historic Gato Cigar Factory
1100 Simonton Street, Suite 205
Key West, FL 33040
(305) 292 -4441 — Phone
(305) 292 -4544 - Fax
MEMORANDUM
TO: Pam Hancock, Deputy Clerk
FROM: Lindsey Ballard, Aide to County Administrator 09-.
DATE: October 19, 2018
SUBJECT: Small Contract
Small contract for your records only.
Enclosures:
Site Improve —1 copy enclosed
:. .
DocuSlgn Envelope ID; 1B5 8CF26- 58Cg- 42E&9CE3- E85DH2F48F30
ATTACHMENT DA, . .
COUNTY ADMINISTRATOR
CONTRACT SUMMARY FORM FOR CONTRACTS LESS THAN $50,000 .00
Contract with: ?iSite
��.� , n�7 Contract
Effective. Date: .f 0=12 =I8r a.
Expiration Date: ar1O=1149 e`
Contract Purpose/Description:
The earitract'is"ifge Site; tnptove p° c vide l iifsliftw ide sotfyj ibTo irCoua
csitc that addreu sits coatenq `
;.deta Otliertiiiri a ttr l t D - autxboWTthe can be. is mot ! j W� , >-
.. s.dn..w.•_.w._- ...} T- ...... ..,t. --_] ...a..:,,.:_' [.l- -s,.__ i. �.. r �,.,:rs...
Contract is Original Agreement Contract Amendment/Extension Renewal
Contract Manager Camm CltiiicF 305 - 742 Publrc }Information MENr26+
'9687.. ; _ i ,a : f
(Name) (Eict.) : (Department/Stop
CONTRACT COSTS
: Total Dollar Value of Contract $ 13'S oo ,r
1ar+.t be In. dun 550;000] : 9 1 ° - �. .
: VI 04 d ��t, qua qa - ry
Budgeted? YesO No x0 : • Account Codes: - - -
Grant $:
County Match: $
ADDITIONAL COSTS
Estimated Ongoing Costs : .$ tyr For
included in dollar value above : :: e. ,'nmaintentinee. utiliti anitorial. salaries. etc.
:CONTRACT REVIEW .
Changes . Date Out .
Date In Needed : Review_ er
Department Head 10-11 YesINoE ..
. 10:1
1-18
Risk Management 'leYes N I : _ .I� -(a
O. M:B./Pu I 1 a 10 YesD Nome k } 41 )D
County Attorney 1011 Yes0 N ga �. r fi-71 r Sd
Comments:
ATTACHMENT D.6
COUNTY ADMINISTRATOR
CONTRACT" SUMMARY FO RM_ FOR CONTRACTS LESS THAN $50,000.00
Contract with 'SiteIm +rove 3 Contract
Effective Date: 104248'
Expiration Date: 10- 11;19. ... r
Contract Purpose/Description:
The contract ss for Stte provide itssoftwareito ildentify-issues;with our County
'Web that lidditess the site'sFaccesstbillty, search engine optsnuzation, content= quality,
data sect rity_an i; other "things, and;to explain how theycan be fixedloc;imp?oved ._;_
Contract is Original Agreement Contract Amendment/Extension Renewal
Contract Manager: 'Cam i y Clark 305 742 _ Public Information, MEN 26 '
(Name). (Ext.) (Department/Stop #)
CONTRACT COSTS
e nnaed _ 4.fr
Total Dollar Value of Contract: $ 530000 1 /� /; -£ /�
(must be less than 550,000) :EyCf''j 4'f L{L a41
Budgeted? Yes❑ No x❑ Account Codes: MU-530 ; - ?y() -
Grant: $ - - - -
County Match:. $ - - - -
ADDITIONAL COSTS
Estimated Ongoing Costs; yr For: .
(Not included in dollar value above) (e.g. maintenance, utilities, ianitorial, salaries, 'etc.)
CONTRACT REVIEW
Changes Date Out
Date In Needed . Reviewer
Department Head 10 -11- " Yes0 Non Cammy Clark 10 -11 -18
18 ..,
Risk Management 1 O&YesLI No
O.M.B. /Purchasing Yes❑ NoE]
County Attorney 1 " O 1 Tr" Yes❑ No[ C 1L B. r j ' I I •
Comments:
•
•
Act With
0 Siteimprove
www.siteimprove.com
Digital Certainty
#:72899
Software - - Service Subscription Agreement
This Software -as -a- Service Subscription Agreement (°Agreement ") is by and between Siteimprove Inc., a California
corporation with a business address at 7807 Creekridge Circle, Bloomington, MN 55439, and its Affiliates (defined below) .
(collectively, "Siteimprove ") and Monroe County ( "Customer" / you / "your") for Siteimprove services. This Agreement
consists of the following_ (A) this Software- as- a -Service Subscription Agreement document; (B) Exhibit A,'1Nebsite(s); (C) .
Exhibit B, 'Terms and Conditions "; and (D) any other exhibits listed in this Agreement.
This off er is only valid if signed by you on or before October 24, 2018. After that date, please contact Siteimprove to issue a
new offer.
•
Below is a description of the modules that are included in the Agreement ( "Included Services ");
Product Bundle: Education /Government/Non - Profit Basic
included Services Limits (the "Umits" )'
Quality Assurance 2,500 Pages'
Crawls website and identifies quality issues.
Policy
Allows Customer to set website parameters to ensure consistency in content.
Accessibility
Checks website against selected WCAG 2.1 accessibility standards and WAI -ARIA
techniques.
SEO
Details technical and content - related issues affecting search engine rankings and traffic to the :.
website. •
Priority
Allows Customer to set criteria for order in which issues and errors are reported. This service
requires the implementation of a script on the website. •
PDF Scanning 10,000 PDFs
Response 1 Response Check
Monitors website's availability and performance. Points
•
Standard Support Plan . - -
•
• The Units consist of the fdbvdrg and their applcabie definitions:
Pagel A Page is an electronic document created 'kith HTAt and accessible with a browser .. ... .
Response Check Points: Response Check Points we single URLs that am nnribred for up•bme and response time performance from a series of friable servers across the
globe.
Yearly Page Yaws: Yearly Page Yews are the total number of Page Views a website WI generate over the course of 385 days. A 'Page 'Ti ' is a single New by a veissite use •
of a page on a website that Is being tracked_ by the $ileiinprova Anatytcs tracking code. If a user cleks reload after reacting the page, It Is tented as an eddit oral Page View If a
user navigates to a diterent page and then returns to the original page, en additenal Page View Is recorded. - - - - - PDFs Portable Doaanent Formal (PDF) is a Ale format fiat has captured hilt the element of a p document as en et ctrontc Image that you can view, navigate, print or
" forward to someone else, To be included in this subscription a PDF trust be hosted on one of the covered vvebsites. - -
•
Sltelmprove Inc 1 7807 Creekndge Circle' Minneapolis, MN 55439, USA •
+1 855 748 3467 1 info@siteimprove.com 1 www.siteimprove,com Page 1 of 13
Act Wi th
e mprove
- : Slt 1
www.siteimprove.com
Digita- Certainty . .
-
# .72899
.
. Access to the services . . •
Please allow up to five business days for setup to the Included Services to be completed. The Included Services can_be_
. accessed at httb : / /rnv.siteimprove.com. At that location, you can administer the logins for your authorized users, The
Included Services - also include training and tech support pursuant to Exhibit C.
•
- ..- Academy Plu
. Siteimprove's.Academy offers courses oh Accessibility, Analytics, and SEO (each a " Course).: The Included Services also
include access to Siteimprove's Academy Plus for up to 100 users at no additional charge. Academy Plus includes all E
Courses and leaming tracks :a . team leaderboard, administrative capabilities; and reporting. Academy Plus 'can be accessed
. through your dashboard at the URL stated above.
•
- imitations
The Included Services are subject to the following limitations:. - ... • Your use of the Included Services is :subject to the Limits. If you exceed the Limits, we will notify you that continued
use in excess of the: Limits may subject you to additional charges which:will be documented in a mutually- agreed .
change order.: .
Included Services may only be run on the website(s) listed in Exhibit A;
- • Websites can be added to the Included Services, subject to the approval of Siteimprove,
• - You must be the owner of the approved website(s). -
• You can only add websltes -- approved websites cannot be replaced:with different websites..: -
Included Services may only be run on public websites.that do not contain sensitive or personal information_
•
Term
The first date for this Agreement (the "Effective Date') is the date of your signature below , This Agreement Will remain in
force for a period of 1.year following the Effectwe Dale (the "Initial Term ") After the Initial Term, this Agreement will
automatically -renew for one or more additional consecutive periods of 12 months (the "Renewal Term ") until terminated
according to Section 3 (Termination) of the Terms,
Subscription Fees
The annual subscription fee (excluding applicable taxes) for the Included Services is $5,300 (the "Fee "). The total amount of
fees under this Agreement will not exceed $49,999.99.
• Invoices & Payments.. ::
All invoices are sent to the email address listed in the Customer Information section. If an email address is not listed, your
invoice will be sent to the most current email: address that Siteimprove.has on file.
..You will be invoiced as follows; .
• On the date of your signature below , you will be Invoiced for the Fee.
• At least 45 days prior to the expir of the Initial or Renewal Term, you wili:beinvoiced for the Fee, :
All.invoices must be paid pursuant to the terms set forth:in Section 2 of the Terms and Conditions (Exhibit i3). .
. .
Siteim rove Inc 7807 Creekrid a Circle Minneapolis, MN 55439,. USA
P �: 9 I M P
+1 855 748 3467 1 info@siteimprove.com 1 www,siteimprove.com page 2 of 13
•
1 ..
• ® Siteimprove
Act ��� www.siieimprove.com
D Certainty
# 72899
Customer Information (Required)
You may be subject to sales tax (or equivalent). Sales tax is determined based on the below - entered service location. Sales
tax is not included in the Fee
Service Address (Must be a physical address. The Service Address cannot be a PO Box)
Name:
Cammy• Clark
Address:
1100 Simonton Street, Suite 205
Key West, FL 33040
Clark -Cammy @monroecounty- fl.gov
Email:
(305)742 -9687
Phone:
•
Billing Address (only complete if different from Service Address)
Name:
Address:
Email
Phone:
Siteimprove In 17807 Creekridge Circle Minneapolis, MN 55439„ USA
+1 .855 748 3467 1 info @siteimprove.com i www,siteimprove.com Page 3 of 13
O Slt1 •
Act With
a mprov
e
www.siteimprove.
Digital Certainty
# 72899
Customer Information
You may be subject to sales tax (or equivalent) unless you can provide proof of exemption. Are you exempt.from
sales tax?
Yes, please attach exemption form.
0'No.
•
Is a Purchase Order Number ( "PO ") required?
- Yes, please provide Purchase Order Number:
• ❑ No.
If a.P0 is required, will you be providing a new PO for.each Invoice?
• ® Yes
0 No the provided PO number can be used for the initial invoice and all subsequent Invoices .
•
•
•
•
•
•
•
Siteimprove Inc 1.7807 Creekridge Circle 1 Minneapolis, MN 55439, USA
+1855 748 3467 1 info@siteimprove.com 1 www.siteimprove.com Page 4 of 13
•
DocuSIgn Envelope ID: 1B5BCF26 .56C9.42E9- 9CE3- E65DB2F46F3D
With O Siteimprove
th www.siteimprove.com
Digital Certainty
# 72899
Signatures
By signing below, each party acknowledges that It has carefully read and agrees to be bound by the terms of this
Agreement Thts Agreement will become effective on the Effective Date.
SITEIMPROVE Inc. Monroe C . •
eocuSipn®d by: / ,
11./ attle.1
P
mo.s0000mirms.
Signature Signature
Ted Golberg $.D YI'iGLr? Ciaftrfl
Name Name
October 12, 2018 ('09:45 CDT
Dc.17) bcr oili, apt t
Date
Data
MONROE COUNTY ATTORNEY
t ' P AS 70 F�D j
CHRISTINE LIMBERT BARROWS
ASSISTANT .
DATE: I
Siteimprove Inc 17807 Creekr$dge Circle 1 Minneapolis, MN 55439, USA
+1 856 748 3487 1 tnfo@siteimprcve.com i www.siteimprove.com Page 5 of 13
Act With
0 Sitei
www.siteimiprove.com .
Digital. Certainty
# 72899
x lIbit A: Website(s)
The Included Services may be run on the following website (s):
• www.monroecounty -fl.gov
Siteimprove Inc 1 7807 Creekridge Circle I Minneapolis, MN 55439, USA
+1 855 748 3467 I info@siiteimprove.coni 1 www.siteimprove.com Page 6 of 13
• • A ct OSit • With
•
:
e mprove
www :s i te im p rove,com
'
Di gital Certainty ' •
. ... .. • • . #.72899 • Exhibit 8 Terms and Conditions
- 1: DEFINITIONS
to the time such portion was communicated to the
a. ' Interpretation. Capitalized terms used in these • • receiving a through h no fault of that Par* 0 was
.: .: :: 9 P rtY. 9 P rty (. )
. • Terms end:Conditions will have the meanings ' : ' - ; rightfully in the receiving party's possession fee_ of
' - ascribed to them in the Agreement or as defined . any obligation of confidence at orsubsequent to the '
. below. Terms other than those defined below will be . time such portion was communicated by the
given their plain English meaning and teens of art ' • disclosing party; (c) was developed by the receiving
hating specialized meanings in the software industry party independently of and without reference to any
will be construed in accordance with industry .. . ' ' • ' information communicated by. the disclosing party; .. - -
standards, Unless the context otherwise requires, • • (d) was communicated by the disclosing party to an ..
:.words importing the singular include the plural and - unaffiliated party free'of any obligation of
words importing the masculine include: the feminine • • , confidence; or (e) is approved by the disclosing party .
.. for release b y the receivin a
and'vice.versa where the context so requires:
Y . 9 party.
b:: "Affiliate' means any entity directly or indirectly
controlling or controlled by or in common control with _ 2. INVOICES; PAYMENTS; PAST -DUE, INVOICES
' a party where "control" is defined in this context as . Unless expressly agreed. otherwise, the Fee for the ' • the ownership of at least fifty percent (50 %) or more Initial Term will be invoiced on the Effective, Date, At
of.the voting stock. or other interest entitled to.vote on - : least 45 days prior to the expiration of the. Initial or
• general decisions reserved to stockholders; partners, Renewal: Term, Customer will be invoiced for the Fee •
or other owners of such: entity, An entity shall no for the. Renewal Term. Customer will:pay all invoices= .
longer be an Affiliate when through loss; divestment, within 30 days, of issuance and in accordance with
dilution or other reduction of ownership,:the requisite - _ the Local Government Prompt Payment Act, 218.70,
' - • l g e Florida Statutes. Unless a ressl a reed otherwise, • . .
control no longer exists. _ ?rP Y: 9
•c.. "Confidential Information" means information . all prices -are in United States There is no • •
' that is marked_ or otherwise identified as confidential charge for•updates to or new releases of Included
. .. or proprietary; or that would otheiwiseappearto a Services. However Siteimprove may launch new
reasonable person to be confidential or proprietary in - .. moduleslservices /prod.ucts that are not by
. the context and circumstances in which the the Fee. In the event that an invoice becomes past '
•
' - ; due, Siteim
information is known or used that either party
prove will notify Customer by phone or
discloses on or after the EffectiveDate, to the other • " • email, After Siteimprove has provided notice; .:: .
- party orits;parents, affiliates' employees; Customer will have five business days to pay the
past -due, invoice. If Customer. fails to make the � . .
.contractors, officers, directors, partners, agents,
' accountants or advisors. Confidential payment by the end of the cureperiod, then
Siteimprove reserves the right to: (1)-begin charging : '
information includes: business processes, practices, .
Customer interest for the ast -due amount at an .
methods policies, plans, operations,: services, P
- strategies, techniques, agreements, contracts, teens ' interest rate of 1.5% per month, or the h r .. .
.. - ':of•agreements, transactions, potential transactions; • ailowed:by applicable law, whichetier is smaller, (,r)
negotiations, pending negotiations, know -how, trade:: discontinue the Included Services; or (iii) terminate
reement
secrets; computer programs, computer software, this A g P ursuant•t• Section 31a).
Terminatio ,
applications, operating systems, software design, ( ) - . .
. web design; databases, records, financial . • • ... • ' '
3. TE
. information, results,, accounting information, .. a: For Material Breach Either party may
- • accounting records,, legal information, pricing •
terminate this Agreement in the event of a material.
; pay information, information; credit information; infotion, g
•
staffing information, internal controls; security breach by the other party of its obligations under this
procedures, sales information, revenue, costs, . procedures, the other party fails to.cure the breach .
' 'communications; :original works of authorship; . ' , within 30 days after receipt ofwritten notice of
customer information, and customer lists, breach.
• Confidential Information does not include information b. For Convenience. During the Initial Term or
Renewal Term, either party may terminate this
- that: (a) was in the public prior or subsequent - .
. - : : Siteim rove Inc 7807 Creekrid a Circle Minneapolis, MN 55439, USA:
P i s !
+1.855:7483467 info @siteimprove,com I wwwsiteimprove.com Page 7 of 13
•
. ...
Ac W th
O Sit im
e pro
.. . www,siteimprove.com : .:
D.i ital Certaint
J Y
.
. .... .. .# 72899
.: Agreement at any time for its convenience; with or':. Siteimprowe's intellectual property beyond the
without cause, by:giving written notice to the other. : express access grant in this Section 4 is outside the -
a at least 45-days rior to.the start:ofthe '
Party .. Y P scope of this Agreement
Renewal Term... Customer remains:Iiable for payment , . : d. Suppor t. ; Siteimprove will provi support to the
of alt Fees owed and will.not be entitled to a.credit or • ' Customer. pursuant tothe agreed support plan •
refund when the Agreement is terminated pursuant ' attached as Exhibit C. In no event Siteimprove be
to this Section 3(b). .. • • :.: obligated to fumish support for any version of the . .
• • Included Services that:Customer has modified or
4. INCLUDED SERVICES
... altered in any wa y •
: Subject to the t erms and : conditions of this
e-. • Operational Data. The Included Services are .
Agreement, Siteimprove wilt allow the Customer to ' designed to collect certain operational data which
access. the Included Services. - . . . - "- may be used by Siteimprove for various, business .
a. Ownership. Customer acknowledges and • purposes, which may include customer support,
agrees that Siteimprove owns and shall remain the
' • verifying the.need for and providing updates to - the '
sole owner of all intellectual property rights vested in : Included Services, market research: and product
the Included Services created prior to or during:the : • planning,: verifying Customer's compliance with the
performance-by the parties of.this Agreement. This :. - :terms and conditions of. this Agreementand
ownership right includes any inventions,. patents, ::protecting Siteimprove'santellectual property..lf
utility model rights, copyrights,design rights, mask: Customer has used the Included Services outside .
- works, trademark rights,; or know -how, whether: -:- the parameters set forth in.the Agreement, Customer.
registered or not - . .. : : - will be re 4 uired to. pay additional fees to cover the
• . Use. The right o access the Included Services
g additional use.. ..
is worldwide, non - transferable; non- assignab'e
f. Development Site. The Included, Services may
. (except as permittedin this Agreement) andlimited :. be used a temporary staging environment, which :
' : , in time to access and use during the Initial and any : hosts web content prior to the Customer's • .
Renewal Terms and solely for Customer's internal • new website (a "Development Site ") for.upto one -
business purposes by Customer's authorized agents. : • ; (i) year at no additional charge ("Complimentary.
.. Customer will have access to the Included Services • -
Scanning ")_ Customer's live website must be
only for those website domain(s) authorized pursuant included_ in Customer's subscription, and the Limits - - •
: to this Agreement • ::.. • : .... . applicable to a Development Site must not.exceed - ..
c. - Restrictions. This right is note perpetual right . - the Limits of the mirrored live site Customer's
to use, and Customer has no right: to' retain or to use
' environments which remain active
the Included Services after termination of the Initial • - .
Permanent testing e...
• • post- launch for ongoing testing and maintenance
:: or.Renewal Tenn: Customer has no right to rent, ., purposes are not eligible for Complimentary
• lease, assign, transfer, sublicense, display or
Scanning, To add a Development Site, Customer
. otherwise distribute or make the Included Services must either. (i):add the Development Site via the
. available to t hird pa to. Without t
Y P dY- ithout limitin .
limiting Siteimprove platform; or (ii) submit a ticket through , •
generality of any provisions stated in this . ' _ the Siteimprove Help Center .
- Agreement, the Included Services may not be (a) ( https °!lsupoort.siteimorove.com).
. used in the perform ante of services for or on behalf .
of any third party or as a service bureau; :(b) - ' :.. 5.:: REPRESENTATIONS AND WARRANTIES :.:. ..
modified, incorporated into or combined with other : a. • For Siteimprove. Siteimprove represents and .
Software, or created as a derivative work of any part warrants that: (i) it has the .fultpowerand authority to: .
oldie Included Services c used to procees any enter into and perform its obligations under this
. sensitive. or personal information, or (d) used for any Agreement; (ii) this Agreement has been duly
illegal purpose: Customer may not modify, , .
authorized, executed and delivered by it•and • •-
disassemble, decompile or otherwise reverse . constitutes the valid, legal and binding agreement of '
engineer the Included Services nor permit anythird : it and.isenforceable against it (ii) entering into and' . -
party to do so except as expressly permitted by law. • . ' performing its obligations under this Agreement will
Siteimprove reserves all rights not_expressly granted :. • , not result in any breach of, or constitute a default :
:.to Customer under this Agreement. The use of • . under, •any other agreement to which it is a party -
' Siteimprove Inc. 17607 Creekridge Circle 1 Minneapolis, MN 55439, USA .
+1 855748 3467 1 info @'eiteimprove,com I www,siteimprove.com Page 8 of 13
•
•
.
• O Siteimprove
..: Ac With
.... www.site;mprove.com . .
D i tal Certainty
# 72899
• and (iv) the Included Services will perform • . • acts, net or civil unrest (d) govemment order .
substantially as described in this Agreement, or law; (e) actions, embargoes or blockades in effect
provided that it is used in accordance: with the . • • .: on or after the date Agreement (f) action by
Agreement, including on the specified domains, - any governmental authority; (g) national or:regional .
. These representations and warranties are only for • - ' • ' • eme enc (h) strikes labor stoppages y rg Y, Ap es or 9
the benefit of Customer.. : slowdowns or other industrial disturbances; and (1)
b: Fo Customer. Customer re presents and :... • shortage:of adequate power or transportation . • . •
' warrants, that:. (I) it has the full powerand authority to ' : - facilities. A change in economic circumstances:is.not
•
• enter into_and perform its obligations under this : ::a Force Majeure. Event. If a Force Majeure Event
' Agreement; (ii) this Agreement has been duly' • • : • . • occurs, the Impacted Party will provide prompt notice.
: : authorized, executed and delivered by it and :: ' ' r. to the other party, stating the period of time the .:
constitutes the valid, legal and binding of • • .. - failure or'delay is estimated to last. In the event:that
•
. . it and is. enforceable against it (iii) entering into and the Impacted Party's failure or delay remains : • •
- performing its obligations. under this Agreement will 'uncured for aperiod of 30 days following written • •
' not result in any breach of or constitute a default _ : • notice either party may terminate this Agreement
- - under, any other agreementto which it is a party: (iv) : Upon five days' written notice. • - • - • .
it has full and legal right or authorization to display, - _ ' - . •
disclose,;transfer, assign or convey the information 7:. LIMITATION OF LIABILITY . •
:set forth and accessible a. In no on the websites on which- :: eve nt will either party or lts agents;
• • • : the Included Services will'be administered; and (v) it . officers; directors, employees successors,
asst ns, or Affiliates be liable to the other.party
is aware that the included Services are designed and g
developed to handle information that -can be viewed • •or its agents, officers, directors, employees; .
on a public`.website and acknowledges that any data .., succes ors, assigns., or Affiliates for any .
s
scanned through the included Services on a
indirect,lncidental, consequential, punitive, or :
o ectal
Development Site will be_ processed and stored •by . P. damages. This Ilmltation includes
SiteimproVe:just as data scanned on :a public . •any loss of'profits, business Interruption, .
. - website; . . goodwill, loss of data/content or the restoration
.
. c. Disclaimer. Except:for the express . - • . ' • • ' • • of any of those items; • : . , . • .. .
representations_ and:warranties listed In this b.• In addition to and without limiting the
Agreement, each party makes no representations . .generality.of Section 7(a), the aggregate liability .
. - • or warranties of any kind, whether express or : of either party for. any and all claims arising out
of or relating to this. Agreement wilt in an :
implied; and .expressly disclaims all.warranties of g .. 8.. .. Y : .
n c ircumstances, be l to the Fees aid or
tale, non- lnfringement; merchanta611ity, •and.. P
. fitness for a particular :purpose. Unless set forth :: payable by Customer to Sitetmprove for the right:
the • In this Agreement, no orator written information to access •or use•the Included Services during
. . or advice given by either party will create a Initial Term or any Renewal Term (as the,case . •• representation or warranty. • • . ::. may. be )•.
6. FOR MAJEURE 8. CONFIDENTIALITY
No party will be liable or responsible to the other . • • . : ....Each party will (a) hold Confidential Information in:
party, or be deemed b have defaulted under or ..confidence; (b) use its be st efforts to protect : . .
:breached this Agreement, for any failure Or delay in .
Confidential Information in accordance with the same '
fulfilling or performing any term of this Agreement degree of dare with which it protects own
Confidential Information; and c not discloseahe
.. ... . • (except for any.obligations to make payments to the
other party); When and to the extent such failure or other party's Confidential - Information to any third. •
delay is caused by or results from acts beyond the • : . party, except in response to a valid order by a court •
.: impacted party's (impacted Partyi reasonable or other governmental body beet' required by law. • .
- . control ( °Force Majeure Events "). Force Majeure , :: The receiving party will promptly give to the
. disclosin party of any unauthorized use or ... .
Events include: (a) acts of God; {b) flood, fire, 9 P rtY
earthquake or evlosion; (c) war invasion, hostilities .
..disclosure of the disclosing party's Confidential • • .
Information. The receivin party are .. .
(whether wet is deGared:ar not), terrorist threats or:. g P rty g es to assist ttie
. . Siteimprove Inca 7807 Creekridge Circle I Minneapolis, MN 55439, USA . -
: +1.855-748 3467 1 info@siteimprove.com l www.siteimprove.com Page 9 of 13
•
•
£ti
Act With 0 Site
www. siteimprove.com
D Certa
#_72899
• disclosing party in remedying any such unauthorized 12. GOVERNING LAW
use or disclosure' of the disclosing party's This Agreement will be governed by and construed in
Confidential. Information. At any time, upon written accordance with the laws of Florida and the United
request,. the receiving party will return or destroy the States of America, except for its conflicts oflaw rules
Confidential Information that the disclosing party has and principles. In the event of any suit or proceeding
provided to it. • arising outof or related to this Agreement, the courts .
of Florida will have exclusive jurisdiction and the
9. ASSIGNABILITY parties will submit to the jurisdiction of those courts.
This Agreement is binding upon and will inure to the
benefit of the parties their legal representatives, 13. NO WAIVER
successors, and assigns. :Except as otherwise The delay or failure of either party_to exercise any
• expressly provided in this Agreement neither party right, power, or privilege under this Agreement is not
may assign, transfer, convey or encumber this to be treated as a waiter of that right, power, or . .
Agreement or any rights granted in it either privilege.
voluntarily or by operation of law, without the prior
written consent of the other party. Any attempt to do 14. PUBLICITY
ect to sec, 165.043, Florida Statutes, Customer
so is null and void. Notwithstanding the foregoing, a Sub j •
party shall have the right to assign the Agreement to may consent to Siteimprove reproducing and
its parent entity or affiliates or to a successor entity in publicizing its trading: name, trademarks; logos and
the event of a merger, consolidation, transfer, sale, any Included Services utilized by Customer, on the
stock purchase, or public offering, provided the corporate website of Siteimprove and in company
assignee is subject to all obligations of the presentations. Customer retains the right to revoke
Agreement this consent through written notification to
Siteimprove.
10. NOTICES
• Unless expressly set forth in the Agreement, all 15. COUNTERPARTS
notices and other communications required by this The Agreement may be executed in any number of
•
Agreement must be in writing and sent to the parties counterparts. Each counterpart is an original and,
afthe addresses set forth below via ovemightcourier when cornbined with another counterpart, will be
- service, express postal service, or email with read- treated as part of the same document. Any
receipt. Notices are effective only: (a) upon receipt: counterparts of this Agreement may be delivered
and (b) if the party giving the Notice has complied electronically in PDF format; these formats have the
with the requirements of this Section. Notice to same effect as an original executed counterpart.
- Customer should be sent: to the address set forth in
ifi. SEVERABILiTY
the Billing Information Section. Notice to Siteimprove Any provision of this Agreement that is prohibited or
should be sent to unenforceable in any jurisdiction is ineffective to the
Siteimprove, Inc. extent of that prohibition or unenforceability in that
Attn: Legal Department
7807 Creekridge Circle jurisdiction_ The validity, enforceability, or legality of
Bloomington; MN 55439
the remaining provisions will not be affected.
With a copy to: 17. ENTIRE AGREEMENT
Ieoal siteimprove.com This Agreement constitutes and expresses the entire
11. CONSUMER PRICE INDEX agreement and understanding between the parties,
The agreement is made in line with the Consumer This Agreement supersedes any prior
Price Index (CP I). At the time of inwicing for the communications, understanding, commitments; or
Renewal Term, the parties agree that the Fee may agreements, oral or written„ with respect to the
be increased to align with the latest CPI. The subject matter of this Agreement. The parties are not
increase may not be more than 3% of the peon year's relying on any representations or Warranties other
contract value_ than those expressly listed in this Agreement, Any
standard or boilerplate terns and conditions included
on any document provided by one party to another
•
Siteimprove Inc 1 7807 Creekridge Circle I Minneapolis, MN 55439, USA
+1.855 748 3467 1 info@siteimprove.com I www.stteimprove -corn Page 10 of 13 •
Sit i
e mprove
Act With
wwwsiteimprove.com
Digital Certainty
#'728 99
(e.g., click -wrap agreements and purchase orders) intent to amend the terms and conditions of this
are not part of this Agreement and will not be binding Agreement and be signed by an authorized
on either party. Any changes or modifications to this representative of both parties before taking effect.
Agreement must be in writing, acknowledge the
•
•
Sltelmprove Inc 1 7807 Creekridge Circle! Minneapolis, MN 55439, USA
+1 855 748 3467 1 info @siteimprove.com 1 www.siteimprove.com ; Page 11 of 13
•
•
. �It 1
• t
ACt •With a mprove
wwwsi ermprove.com
Digital:Certainty' .
.
# 72899
Exhibit C.- Standard Support. Plan
1. SELF - HELP RESOURCES.• Customers can take full advanta9e of Siteimprove self -help tools,, avaifable:online via . '
our Help Center ( https : //support.siteimproVe.com/). From that page; Customers can find links: to technical documentation and
knowledge base articles, discuss issues with other users in our community forums, review what's new read technical notes, '
and access free webinars. :: :
. ' 2: PRODUCT. SUPPORT AND TRAINING.. Customers contact Siteinipro a for product. support; training; •and additional
services :by visiting our Help Center ( https : / /support.siteimprove,corn/). At that location, Customers can submit e:support .
- ticket 24x7. every day of the year.
:.Service Levels: Siteimprove will utilize commercially reasonable efforts to promptly respond to all requests. Siteimprove
aspires to review : and respond to at least ninety percent (90 %) of all tickets and requests within three (3) Business Days..
"Business Days" are defined as the days on which Customer's regional support center: is open:for business (see.Section 3).
.Besides general questions. and technical issues, services covered by these tickets and requests include;
•. Custom CMSdeep-Iink :setup
' - Custom event- tracking setup'(setup:of three events)
' • Custom setup of internal search tracking .
Setup of Development website crawls • ' '
. Severity Levels: When submitting a support ticket; Customers are asked to specifya severity level. The severity level is a
measure -of the relative impact of the reported issue on the Customer's systems or business. :Accurately defining the severity
ensures a timely response and helps Siteimprove to better understand the nature of the issue. • . . .
: - Cosmetic - Minor problem not impacting service functionality; Feature requests or missing or erroneous .
documentation; Question/ information request that does not affect delivery of service.
Minor -: Service is operational butpertially degraded for some Or all users, and an acceptable workaround or solution
. exists; The problem is with a non- critical feature or functionality_ - .: .
- . Major - Service is operational, but perfor is highly degraded to the point of major impact on usage; Important • :.
• features are unavailable, with no acceptable workaround, however, operations can continue in a restricted fasblont :
: Access. toe particular third -party application or service provider deemed noncritical is impacted.
C - Service is down or unavailable ;.Critical features or functionality is unavailable or inaccessible, resulting in
- c ritical
-total . disruption of work or critical business causing unacceptable delays impact; Service crashes o hang indefinitely causi :
for resources or response; Data is corrupted or lost and must: be' restored. Any critical error encountered will be worked •
on b•Siteimprove during EMEA business hours until resolved:. . . .
:1 SUPPORT AVAILABILITY. Siteimprove has regional support centers:servicing the Americas, EMEA and APAC, Open
hours for these regional support centers are as follows: ' _
• Americas Support Center:- Minneapolis, MN. USA ; � - :: -
' . Weekdays 8:00 a to -5:00 p.m. — Central Standard Time (CST /CDT):-0600 UTC excluding the following
. holidays: New Year's Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day; :. . . .: .
. Day after. Thanksgiving, Christmas_ Eve,' Christmas D ay, Day af ter Christmas, New Ye ar's E ve
• EMEA Support Center - Copenhagen, Denmark : • ..
Weekdays 8:00 a.m:,to 5:00 p.m, Central European lime (CET /CEST) +0100 UTC
excluding Danish public holidays
.. -
' • • APAC Support Center' Sydney, NSW; Australia •
' Weekdays 8 :00 a.m. to 5 :00 p.m: H Australian Eastern. Standard Time (AEST /AEDT) +1000 UTC
.
excluding New South Wales national and regional public holidays ,
' :. Siteimprove Inc 17807 Creekridge Circle i Minneapolis, MN 55439, USA
+1 855 748 3467 1 infot siteimprove,com 1 www,siteimprove.cam Page 12 of 13
Act With 0 Siteimprove .
- www.siteimproye.com -.
Digital Certainty:
g
. • . .# 72899 •
- - - 4. SUPPORT CHANGES. Siteim prove has the sole discretion to change the terms and conditions of the Standard Support
Plan, .
Slteimprove Inc 1.7807 Creekridge Circle 1 Minneapolis, MN 55439, USA
+1:855 748 3467 1 info @siteimprove,com 1 www.siteimprove:com • .:Page 13 of 13
0000037 o1/24/17
.r ".�
Consumer's Certificate ®f Exemption RD0�15
Issued Pursuant to Chapter 212, Florida Statutes
FLORIDA . .
85- 8013825294C -7 03/31/2017 03/31/2022 COUNTY GOVERNMENT
Certificate Number Effective Date Expiration Date Exemption Category
This certifies that
MONROE COUNTY BOARD OF COUNTY
COMMISSIONERS
1100 SIMONTON ST
KEY WEST FL 33040 - 3110
is exempt from the payment of Florida sales and use tax on real property rented, transient rental property rented, tangible
personal property purchased or rented, or services purchased.
DR -'14 . .
1 >< Important Information for Exempt Organizations R. 10115
1. You must provide all vendors and suppliers with an exemption certificate before making tax - exempt purchases.
See Rule 12A- 1.038, Florida Administrative Code (F.A.C.).
2. Your Consumer's Certificate of Exemption Is to be used solely by your organization for your organization's
customary nonprofit activities.
3. Purchases made by an individual on behalf of the organization are taxable, even if the individual will be
reimbursed by the organization.
4. This exemption applies only to purchases your organization makes. The sate or lease to others of tangible
personal property, sleeping accommodations, or other real property Is taxable. Your organization must register,
and collect and remit sales and use tax on such laxable transactions. Note: Churches are exempt from this
requirement except when they are the lessor of real property (Rule 12A- 1.070, F.A.C.).
5. It is a criminal offense to fraudulently present this certificate to evade the payment of sales tax. Under no
circumstances should this certificate be used for the personal benefit of any Individual. Violators will be liable for
payment of the sales tax plus a penalty of 200% of the tax, and may be subject to conviction of a third - degree
felony. Any violation will require the revocation of this certificate.
6. If you have questions regarding your exemption certificate, please contact the Exemption Unit of Account
Management at 800 - 352 -3671. From the available options, select "Registration of Taxes," then "Registration
Information," and finally "Exemption Certificates and Nonprofit Entities." The mailing address is PO Box 6480,
Tallahassee, FL 32314 -6480.
Received
JAN 3 0 2017
Finance Dept.
No 16A01 -03
Tax Information Publication Date Issued:
April 27, 2018
FLORIDA
New; Simplified Process for Nonprofit Organizations to
Obtain and Renew Sales Tax Exemption Certificates
An exemption from Florida sales and use tax is granted to certain nonprofit organizations and
. governmental entities: that meet the criteria described in sections 212.08(6), 212.08(7), and
213.12(2), Florida Statutes. To be entitled to the exemption, Florida law requires that nonprofit
organizations and governmental entities (except federal agencies) obtain a sales tax exemption
certificate (Form DR -14, Consumer's Certificate of Exemption) from the Florida Department of
Revenue.
New, Simplified Application
A new Application for a Consumer's Certificate of Exemption (Form DR -5) is now available. The
new Application streamlines the process for establishing that a nonprofit organization or
governmental entity meets the statutory criteria for each exemption category. information on who
qualifies, what is exempt, and how to establish qualification is provided for each exemption category.
This new Application is available at www.myflorida.com/dor/forms
Departmental Review of Expiring Certificates
Sales tax exemption certificates expire after five years. However, holders of exemption
certificates no longer need to reapply for a new certificate every five years. The Department
will review each exemption certificate sixty (60) days before the current certificate expires.
• For those nonprofit organizations and governmental entities located in Florida, the
Department will use available public information to determine whether an organization or
entity continues to qualify for a sales tax exemption certificate, If an organization or entity
continues to meet the statutory exemption criteria, a new exemption certificate will be
Issued. If additional information is needed, :a letter requesting documentation will be
mailed to the organization or entity. .
• For those nonprofit 'organizations and governmental entities located outside Florida, the
Department will mail a letter requesting whether the organization or entity wishes to have
their certificate renewed. The letter will also provide a list of documentation needed for the
Department to renew the exemption certificate.
If the organization or entity fails to respond to the written requests for information or documentation,_
or the Department is unable to confirm that the - organization or entity continues to qualify for an
exemption, a written notice denying the renewal of the exemption certificate will be mailed to the
organization or entity.
References: Sections 212.08(6), 212.08(7), 212.084, and 213.12(2), Florida Statutes
Received
JAN 3:Q 2017
Finance Dept: