09/15/2010 AgreementDANNYL. KOLHAGE
CLERK OF THE CIRCUIT COURT
DATE: September 21, 2010
TO: Lisa Druckemiller, Senior Administrator
Technical Services Division
Attn: Jorge Swaby
FROM: Isabel C. DeSantis, D.C.
At the September 15, 2010 BOCC meeting, the Board granted approval to waive
purchasing policy and enter into an agreement with Icon Enterprises, Inc., d/b/a CivicPlus, for
web hosting, web hosting, website development, and content management services as described
in the Licensing and Service Agreement for Monroe County FL and specifically detailed in
Exhibit A.
Enclosed is a duplicate original the above -mentioned for your handling. Should you have
any questions, please do not hesitate to contact this office.
cc: County Attorney
Finance
File f
71(C'v' c P I us License and Service Agreement for Monroe County, FL
Organization Monroe County, FL uRL www.monroecofl.virtualtownhall.net
Street Address 1100 Simonton Street
Address 2
City Key West State FL Postal Code 33040
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 Jorge Swaby — 305-295-5121
Emergency Contact & Mobile Phone
Emergency Contact & Mobile Phone
Billing Contact
Tina Boan
E-Mail
Boan-tina@monroecounty-fl.gov
Phone
305-292-4447 Ext.
Fax
305-292-4515
Billing Address
1100 Simonton Street
Address 2
Suite 213
City
Key West
Postal Code 33040
Tax ID #
Sales Tax
Exempt #
Billing Terms
Annual
Account Rep Reece Hammitt
Info Required on Invoice (PO or Job #)
Contract Contact
Jorge Swaby
Email
Swabv-forge@monroecounty-fl.qov
Phone
305-295-5121 Ext.
Fax
305-295-5105
Project Contact
Jorge Swaby
Email
Swabv-forge@monroecounty-fl.gov
Phone
305-295-5121 Ext.
Fax
305-295-5105
Terms & Conditions
Term of Agreement
1. This Agreement shall be for a one (1) year period, unless terminated earlier, and shall be renewable for two (2)
additional one (1) year periods.
Client Deliverable
2. Icon Enterprises, Inc., d/b/a CivicPlus will create a unique website for the Monroe County, FL (Client) that includes all
functionality as defined in Exhibit A — Project Development Services, attached hereto.
Additional Services
3. Client may contract with CivicPlus for additional Consulting, Website Design, Setup, Programming, and Training
services (Project Development Services) that exceed those defined in Exhibit A. CivicPlus will invoice Client for the
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CivicPlus • 317 Houston St., Suite E • Manhattan, KS 66502 • www.CivicPlus.corn
Toll Free 888-228-233 • Accounting Ext. 215 • Support Ext. 307 • Fax 785-587-8951
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C ivi c P I us License and Service Agreement for Monroe County, FL
additional services immediately prior to project Go -Live. Go -Live is defined as the date the website developed
pursuant to this Agreement is made available to the public under the Client's preferred domain name.
4. Client may contract with CivicPlus for additional Annual Support, Maintenance & Hosting services that exceed those
defined in Exhibit B — Annual Support, Maintenance & Hosting Services.
5. Services that involve billable time beyond the contracted amount will be documented and invoiced. Written approval
by the client is necessary before billable time is incurred.
6. Additional module upgrades may be purchased and activated at any time.
Billing & Payment Terms
7. One-third of the total Project Development fee will be billed upon completion of design; one-third of the total Project
Development fee will be billed upon completion of content. The remainder of the Project Development fee and any
additional Project Development services will be invoiced upon Go -Live.
8. The client shall sign a project completion and acceptance form prior to project go -live. The date may be extended if
material system or operational failures are encountered. Immediately upon project Go -Live the final bill for the project
development services will be billable and payable. All Parties agree that the website will not go -live until the project is
accepted in writing by the client.
9. The client shall only pay those expenses which are reviewed and approved as complying with this Agreement.
10. If funds cannot be obtained or cannot be continued at a level sufficient to allow for continued payment of expenditures
for services specified herein, this agreement may be terminated immediately at the option of the client by written
notice of termination delivered to CivicPlus. The Client shall not be obligated to pay for any services or goods
provided by CivicPlus after CivicPlus has received written notice of termination, unless otherwise required by law.
11. CivicPlus shall submit all invoices to the Client with supporting documentation acceptable to the County Clerk based
on generally accepted accounting principles and such laws, rules and regulations as may govern the Clerk's disbursal
of funds.
12. Project Development invoices are due by the first of the following month, but no sooner than 30 days from invoice
date.
13. Invoicing for Annual Support, Maintenance & Hosting will begin four months from the date this contract is signed by
the client, or upon project Go -Live whichever happens sooner.
14. Annual Support, Maintenance & Hosting invoices may be prorated in order to correlate with the Client's budget year.
15. Fees for CivicPlus Annual Support, Maintenance & Hosting services are invoiced at the time of service and are due
by the first of the following month. Client shall pay in accordance with the Florida Local Government Prompt Payment
Act.
16. Service will be discontinued if payment is not made within 45 days after the invoice due date.
17. If the Client's account exceeds 90 days past due, the web service may be temporarily removed from service until the
Client's account is made current. Client will be given 30 days notice prior to removal of the website for non-payment.
18. Provided the Client's account is current, at any time the Client may request an electronic copy on CD of the website
Customer Content. Client agrees to pay $225 per completed request. Provided the Client's account is current, upon
termination the Client may request a complimentary electronic copy on CD of the website Customer Content.
Agreement Renewal
19. This Agreement shall be for a one (1) year period and shall be renewable for two (2) additional one (1) year periods.
20. Client shall have the option to renew this Agreement for an additional contract term, by written approval.
21. Either party may terminate the Annual Support, Maintenance & Hosting Agreement by providing the other party with
60 days written notice.
22. Client may terminate this Agreement at any time if CivicPlus is found in default of any obligation hereunder which has
not been cured within thirty (30) days after receipt of written notice of such default.
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CivicPlus • 317 Houston St., Suite E • Manhattan, KS 66502 • www.CivicPlus.com
Toll Free 888-228-233 • Accounting Ext. 215 • Support Ext. 307 • Fax 785-587-8951
�Civic P I us License and Service Agreement for Monroe County, FL
23. Each year this Agreement is in effect, charges for Annual Support, Maintenance & Hosting services may be adjusted
by written agreement by 3% or Consumer Price Index (CPI) for all urban consumers for the most recent 12 months
available, whichever is less.
Support
24. CivicPlus will provide unlimited telephone support Monday -Friday, 7:00 am — 7:00 pm (Central Time) excluding
holidays, for all trained Client staff. Emergency Support is provided on a 24/7/365 basis for emergency contacts
named by the Client. Client is responsible for providing CivicPlus with contact updates.
25. Support includes providing technical support of the CivicPlus CMS System, application support (pages and modules),
and maintenance of Client's website. Following initial setup, additional page design, graphic design, user training, site
modification, and custom programming may be contracted separately for an additional fee.
26. During the period of this agreement and subsequent annual renewals, CivicPlus warrants that it will, without
additional charge to the client, immediately correct any problems or defects discovered in the System and reported to
CivicPlus by the client, such warranty to include ongoing maintenance upgrades and technical error correction.
27. CivicPlus provides online website statistics software at no extra charge. If Client desires to use another website
statistic software, CivicPlus will provide the necessary log file access.
Marketing
28. Client permits CivicPlus to include an example of the Client's home page and a link to the Clients website on the
CivicPlus corporate website.
29. Client will cooperate with the CivicPlus Marketing Department to create a news item to be released in conjunction
with their project Go -Live date. Client will provide CivicPlus with contact information for local and regional media
outlets. CivicPlus may use the press release in any marketing materials as desired throughout the term of this
Agreement.
30. Client will cooperate with the CivicPlus Marketing Department to create a case study related to their website.
31. Client agrees to allow CivicPlus to display a "Powered by CivicPlus" insignia and web link at the bottom of their web
pages. Client understands that the pricing and any related discount structure provided under this Agreement
assumes such perpetual permission.
Intellectual Property, Ownership & Content Responsibility
32. This Agreement is not a sale of the CivicPlus Content Management System (CMS) and its associated applications
and modules (the Proprietary System). CivicPlus owns the Proprietary System and provides a right of use to the
Client during the period of this Agreement. Rights are non -transferable.
33. Upon full and complete payment of submitted invoices for the development of graphic designs, web content, page
designs and banners ("Customer Content"), client will own the Customer Content that is incorporated into the
Proprietary System in the course of using the Proprietary System.
34. Upon completion of the development of the site, client will assume full responsibility for Web site content
maintenance and content 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 Customer
Content.
35. Client shall not (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or
make available to any third party the Proprietary System in any way; (ii) modify or make derivative works based upon
the Proprietary System; (iii) create Internet `links" to the Proprietary System or "frame" or "mirror" any functionality on
any other server or wireless or Internet -based device; or (iv) reverse engineer or access the Proprietary System in
order to (a) build a competitive product or service, (b) build a product using similar ideas, features, functions or
graphics of the Proprietary System, or (c) copy any ideas, features, functions or graphics of the Proprietary System.
36. The CivicPlus name, the CivicPlus logo, and the product and module names associated with the Proprietary System
are trademarks of CivicPlus, and no right or license is granted to use them.
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CivicPlus • 317 Houston St., Suite E • Manhattan, KS 66502 • www.C1vicPlus.com
Toll Free 888-228-233 • Accounting Ext. 215 • Support Ext. 307 • Fax 785-587-8951
�Clvic P I us License and Service Agreement for Monroe County, FL
Indemnification
37. 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 customer. CivicPlus will not be liable for any failure of performance that is caused by or the result of any act or
omission by customer or any entity other than CivicPlus that furnishes services, facilities or equipment used in
connection with CivicPlus services or facilities.
38. To the extent allowed by law, CivicPlus covenants and agrees to indemnify and hold harmless Monroe County Board
of County Commissioners from any and all claims for bodily injury (including death), personal injury, and property
damage (including property owned by Monroe County) and any other losses, damages; and expenses (including
attorney's fees) which arise out of, in connection with, or by reason of services provided by CivicPlus occasioned by
the negligence, errors, or other wrongful act or omission of CivicPlus' employees, agents, or volunteers.
39. Except as expressly provided in this Agreement, CivicPlus makes no expressed or implied representations or
warranties, including any warranties regarding merchantability or fitness for a particular cause.
40. Notwithstanding the provisions of Sec. 768.28, Florida Statutes, the participation of the Client in this Agreement and
the acquisition of any commercial liability insurance coverage, self-insurance coverage, or local government liability
insurance pool coverage shall not be deemed a waiver of immunity to the extent of liability coverage, nor shall any
contract entered into by the Client be required to contain any provision for waiver.
Records and Public Access
41. CivicPlus shall maintain all books, records, and documents directly pertinent to performance under this Agreement in
accordance with generally accepted accounting principles consistently applied. Each party to his Agreement or their
authorized representatives shall have reasonable and timely access to such records of each other party to this
Agreement for public records purposes during the term of the Agreement and for four years following the termination
of this Agreement.
42. CivicPlus shall allow and permit reasonable access to, and inspection of, all documents, papers, letters or other
materials in its possession or under its control subject to the provision of Chapter 119, Florida Statutes, and made or
received by the Client or CivicPlus in conjunction with this Agreement; and the Client shall have the right to
unilaterally cancel this Agreement upon violation of this provision by CivicPlus.
Miscellaneous
43. At all times and for all purposes hereunder, CivicPlus is an independent contractor and not an employee of the Client.
No statement contained in this agreement shall be construed so as to find CivicPlus or any of its employees,
contractors, servants or agents to be employees of the client.
44. Any and all modifications of the services and/or terms under this contract shall be accomplished by an amendment,
which must be approved in writing by the Client and CivicPlus.
45. CivicPlus shall not assign this agreement except in writing and with the prior written approval of the Client, which
approval shall be subject to such conditions and provisions as the Client may deem necessary.
46. This Agreement may be executed in any number of counterparts, each of which shall be regarded as an original, all
of which taken together shall constitute one and the same instrument and any of the parties hereto may execute this
Agreement by signing any such counterpart.
Governing Law, Venue, Interpretation, Costs, and Fees
47. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida applicable to
contracts made and to be performed entirely in the State.
48. In the event that any cause of action or administrative proceeding is instituted for the enforcement or interpretation of
this Agreement, the Client and CivicPlus agree that venue will lie in the appropriate court or before the appropriate
administrative body in Monroe County, Florida.
49. Any waiver of any breach of covenants herein contained to be kept and performed by CivicPlus shall not be deemed
or considered as a continuing waiver and shall not operate to bar or prevent the Client from declaring a forfeiture for
any succeeding breach, either of the same conditions or covenants or otherwise.
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CivicPlus • 317 Houston St., Suite E • Manhattan, KS 66502 i www.CivicPlus.com
Toll Free 888-228-233 • Accounting Ext. 215 • Support Ext. 307 • Fax 785-587-8951
71(c I v' c P I us License and Service Agreement for Monroe County, FL
Acceptance
We, the undersigned, agreeing to the conditions specified in this document, understand and authorize the provision of services
outlined in this Agreement.
Monroe county, rt /� S�k v ' cA j , NA u r p�� a
CivicPlus
"i 9— \ ty-1
Date
mar q �� �• \ h vv,� Ck h I Date
C, -�v f acA My
Sign and Fax this Copy And - Mail Two (2) Signed Originals
Attn: Contract Manager CivicPlus Contract Manager
Fax: 785-587-8951 317 Houston St., Suite E
Manhattan, KS 66502
--Remainder of this page left blank intentionally --
(SEAL) .-
ATTEST: DANNY L. KOLHAGE, CLERK
BY L-
DEPU; Y GLERK
MONROE COUNTY ATTORNEY
APPROVED AS TO FORM:
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CHRISTINE M. LIMBERT-BARROWS
ASSISTANT COUNTY ATTORNEY
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CivicPlus • 317 Houston St., Suite E • Manhattan, KS 66502 • www.CivicP[us.com
Toll Free 888-228-233 • Accounting Ext. 215 • Support Ext. 307 • Fax 785-587-8951
NicP I us License and Service Agreement for Monroe County, FL
Exhibit A - CivicPlus Project Deliverables
Provided below is a project estimate based upon deliverables in your website design. Additional options may be added in
phases or as desired.
Consulting, Website Design, Setup, Programming and Training Options
All Quotes are in -US Dollars and Valid for 90 Days from July 13, 2010
Project Development Fee (see project details) _ $26,553
Project Development Fee includes use of CivicPlus CMS with these modules && functionality:
Modules
Functionality
•
Archive Center
Action Items Queue
•
Bid Postings (1 Category)
0
Audit Trail / History Log
•
Business/Resource Directory
0
Automated PDF Converter
•
Calendar
0
Automatic Content Archiving
•
Carbon Calculator
0
Dynamic Breadcrumbs
•
Document Center
0
Dynamic Sitemap
•
Emergency Alert Notification
•
Expiring Items Library
•
Facilities & Reservations (50 Facilities)
0
Graphic Link Administration
•
FAQs
0
Links Redirect and Broken Links Finder
•
Featured Info Module
0
Menu Management
•
Forms Development Tool (5 Forms - Client develops)
•
Mouse -over Menu Structure
•
Healthy City Initiative
•
Online Editor for Editing and Page Creation
•
Intranet (1 Group)
0
Online Web Statistics (Only with CivicPlus Hosting)
•
Job Postings (1 Category)
•
Page Wizard for Preformatted Page Options
•
News Flash
•
Printer Friendly/ Email Page
•
Notify Me Email Subscription
•
Rotating Content
•
Online Job Application (1 Generic Application)
•
PISS
•
Opinion Poll
&
Search Engine Registration
•
Photo Gallery
0
Site Layout Options
•
Postcard Module
0
Site Search & Entry Log
•
Quick Links
0
Slideshow
•
Real Estate Locator (25 Properties)
0
User / Group Permission with Author & Publisher Rights
•
Request Tracker (5 Users)
0
Web Page Upload Utility
•
Staff Directory
•
Website Administrative Log
These Upgrades are Included in the Project Development Fee:
Module Upgrades
Functionality Upgrades
• Included above
Included above
Gov 2.0.Upgrades
• Blog Share
• Facebook Integration Twitter— Basic Profile Setup
Exhibit A Page 1 of 3
CivicPlus • 317 Houston St., Suite E • Manhattan, KS 66502 • www.CivicPlus.com
Toll Free 888-228-233 • Accounting Ext. 215 • Support Ext. 307 • Fax 785-587-8951
I---
�Civicplus
Optional: On -Site Kick -Off
• Project kick-off meeting with departments to
provide overview of website project,
capabilities and introduction of effective
website communication.
• One day meeting with website committee to
discuss design goals and review audience
goals
• Discuss design and layout standards with
website committee.
• Interpretation of current departmental
processes and services resulting in
recommendations for website solutions.
• Two days of meetings with up to 12
departments.
License and Service Agreement for Monroe County, FL
• Assign infonnation gathering tasks.
• Deliverable: A document summarizing
the meetings, with analysis and
recommendations. Design information
gathered.
• Quote includes all travel expenses.
• Deliverable: A document summarizing the
meetings, with analysis and
recommendations. Design information
gathered.
• Quote includes all travel expenses.
Optional
• Identity custom modules ana integration
• Establish project timeline. $3,167
projects.
. Coordinate the DNS details.
• Phone interviews with departments and gather
• Deliverable: Project Timeline and
information
worksheets.
• Review current site statistics, if available.
Phase 2: Website Design
{
• Create a professional and attractive "look and
• Determine customization of modules or $6,128
feel" for the entire website.
custom development projects and
• Create the layout for each page which will
provide estimates for project changes.
incorporate photographs, graphic illustrations,
. Deliverable: Website Design
topic headings, and dynamic components.
Composition.
• Modify design with input from client
Phase 3: Navigation Architecture Development !
• Develop the global navigation and sub-
• Determine optimum taxonomy structure. $770
navigation, persistent navigation, and resource
. Deliverable: Navigation structure
links for the client's website.
optimized for your website.
• Optional: Onsite Meeting for Individualized Content Planning (up to 12 departments)
• Two days of onsite meetings.
• Analyze call log.
• Review assignments.
• Review individual section's navigation.
• Identify services and needs of departments
• Demonstrate best website practices.
• Review functionality and how it applies to
individual sections.
• Deliverable: Presentation on best
practices, review worksheet
assignments, and review design
composite.
• Quote includes all travel expenses.
Phase 4: Modules and Site Setup
• Set up dynamic elements on pages. Deliverable: Set up a fully functional site, $3,928
• Additional modules may be established based the software that runs the site and
upon recommendations in Phase 1. statistical analysis for the site.
Exhibit A Page 2 of 3
CivicPlus • 317 Houston St., Suite E • Manhattan, KS 66502 • www.CivicPlus.com
Toll Free 888-228-233 • Accounting Ext. 215 • Support Ext. 307 • Fax 785-587-8951
7c' v' c P I us License and Service Agreement for Monroe County, FL
Develop sitemap as pages are being
developed
• Gather content worksheets from your
departments and contact departments as
needed for additional content
• Develop new web pages as needed with
assistance from client and migrate existing
content
Approximately 100 standard pages and up to
500 supporting elements will be developed (You
will have ability to create unlimited pages after
training)
Ongoing review with your staff as major areas
are developed
Deliverable: Website content development and
module content.
Optional - Add
$1,450 per 50
additional pages
Phase 6: Test and Review / Establish Future,Expectations i
• Make final revisions to website. . Deliverable: List of items that need to be $2,306
• Quality Assurance review of new website
• Review ongoing responsibilities of
department heads and administrative staff.
addressed.
Included - Basic Page Admin Training Included - Advanced Module Admin Training & Use
• Basic page development using Page Wizards
• Applying modules to pages
• Applied use and usability consulting
• Effective communication through your website
Included - Basic System Admin Training
• Set up groups and users
• Establish permissions
Included - Basic Module Admin Training & Use
Slideshow and Images, Document Center, News Flash, Staff
Directory, Opinion Poll, Resource Directory, Calendar, FAQs,
Quick Links, and RSS
ON -SITE TRAINING
• Archive Center, Notify Me, Intranet, Emergency Alert Notification
(Single Page Push)
Also includes - Gov. 2.0 features
Blog, Facebook, Twitter, and Share
eight -hour days of on -site training and usability consulting for content administrators (up to 10
employees). Quote includes travel expenses. Laptop training available for additional fee.
TRAIN -THE -TRAINER $3,420
24 hours, online phone training and consulting for up to two employees
Training in Manhattan, KS - eight -hour days of On -Site Training and.Usability Consulting for Optional -
Content Administrators (up to 10 employees) in our Manhattan, KS office. Client is responsible $1200/day
for all travel -related arrangements and expenses.
Additional Option - One day of On -Site Consulting with department administrators to review the Optional - $2,500
website and additional time for basic learners. Review website procedures. Must be combined with
on -site training above.
Phase 8: Go -Live and
• Launch site.
• Gather feedback from staff involved in
roiect.
• Deliverable: Final. project review report.
Optional: Content Fixes — This is a site review and cleanup; the Quality Control team will clean up Optional
the site, correcting any issues found in pages that were created by client staff.
Optional: Website Presentation — One day of on -site meetings to present website to Optional
stakeholders. Quote includes travel expenses.
Phase 9: Marketing a
• Registration of site with all major search engines $250
. Phase 10:iOngoing'Consultation .
• Site review and consulting Recommend site enhancements for improved Included
• Layout, design and content visitor interaction
recommendations
Total Module Upgrade Fee (see front page for details) Included
Total Functionality Upgrade Fee (see front page for details) Included
i Total Project Development Fee Varies $26,553
1
Exhibit A Page 3 of 3
CivicPlus • 317 Houston St., Suite E • Manhattan, KS 66502 • www.CivicPlus.com
Toll Free 888-228-233 • Accounting Ext. 216 • Support Ext. 307 • Fax 185-587-8951
(Civic P I us License and Service Agreement for Monroe County, FL
Exhibit B - Annual Support, Maintenance and Hosting Services
Invoicing for Annual Support, Maintenance & Hosting begins four months from contract signing or upon project Go -Live,
whichever occurs first.
Annual Support, Maintenance and Hosting Fee
$4,656
(Server Storage not to exceed 15GB)
Optional Monthly Pay Plan (includes $10 monthly surcharge)
$398
Annual Support, Maintenance &, Hosting Includes:
Hosting
CivicPlus Application & Modules
Support
✓ Shared Web/SQL Server
✓ Install Service Patches for OS
✓ 7am-7pm (CST), Monday -Friday (excluding
✓ DNS Consulting & Maintenance
✓ Upgrades
holidays)
✓ Monitor Bandwidth -Router Traffic
✓ Fixes
✓ 24/7 Emergency Support
✓ Redundant ISP
✓ Improvements
✓ Dedicated Support Personnel
✓ Redundant Cooling
✓ Integration
✓ 2-hour Response During Normal Hours
Natural Gas Powered Generator
✓ Testing
✓ Usability Improvements
✓ Daily Tape Backup
✓ Development
✓ Integrate New & Upgraded Services
✓ Intrusion Detection &Prevention
✓ Usage License
✓ Proactive Support for Updates & Fixes
✓ Antivirus Protection
✓ Online Training Manuals
✓ Upgrade Hardware
✓ Monthly Newsletters
✓ Phone Consulting
✓ CivicPlus University
✓ CivicPlus Connection
Exhibit B Page 1 of 1
CivicPlus • 317 Houston St., Suite E • Manhattan, KS 66502 i www.CivicPlus.com
Toll Free 888-228-233 • Accounting Ext. 215 • Support Ext. 307 • Fax 785-587-8951