Item I11 III
BOARD OF COUNTY COMMISSIONERS
COUNTY of MONROE Mayor Craig Cates,District 1
The Florida Keys Mayor Pro Tern Holly Merrill Raschein,District 5
Michelle Lincoln,District 2
James K.Scholl,District 3
m' David Rice,District 4
Board of County Commissioners Meeting
October 18, 2023
Agenda Item Number: It
2023-1688
BULK ITEM: Yes DEPARTMENT: County Attorney
TIME APPROXIMATE: STAFF CONTACT: Peter Morris
No
AGENDA ITEM WORDING: Approval of Professional Services Subscription, which upon
execution becomes a contract, with CivicPlus, LLC for full-service supplementation plus upgrade
subscription of the Monroe County Land Development Code and Comprehensive Plan including online
supplementation,printed copies and OrdBank subscription effective 10/1/23; also, authorization for the
County Attorney to sign all necessary documents.
ITEM BACKGROUND:
Since 2006, Monroe County has used Municipal Code Corporation(later known as Municode LLC) to
publish hard copy books and online Monroe County's Land Development Code and Comprehensive
Plan, and update services. The County entered into a written agreement with Municode LLC in 2006
for republication, with subsequent amendments in 2016 and 2018. Civic Plus LLC recently acquired
Municode LLC f/k/a Municipal Code Corporation and has become the provider of code online
supplementation and printed copies. A new agreement is therefore necessary.
PREVIOUS RELEVANT BOCC ACTION:
4/19/06 - The County entered into a Professional Services Agreement with Municipal Code Corporation
for revised and consistent Monroe County Code in new volumes.
CONTRACT/AGREEMENT CHANGES:
N/A.
STAFF RECOMMENDATION: Approval.
DOCUMENTATION:
FL - Monroe County- C - SOW - 10052023.pdf
FINANCIAL IMPACT:
Effective Date of Amendment: Retroactive to 10/1/2023. Expiration Date: None. Current Year Portion:
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$6,076.60 first year with 5% annual increase thereafter. Budgeted: Yes. Source of Funds: Fund 158
(Planning & Environmental Resources Department Misc. Special Revenue Fund).
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CP
CII IICIPIIU
302 South 4th St.Suite 500 Quote #: Q-35075-1
Manhattan, KS66502 Date: 1/4/2023 10:50 AM
us Customer: MONROE COUNTY,
FLORIDA
Product Name DESCRIPTION QTY TOTAL
Full-Service Supplementation Plus Full-Service Supplementation Plus 1.00 USD 3,815.00
Subscription Upgrade Subscription: LDC
Monthly Electronic Supplementation Online Supplementation will begin with the 1.00 USD 0.00
Service Included ordinances received on a monthly basis.:
LDC
Quarterly Print Supplementation Service Print Supplementation will begin with the 1.00 USD 0.00
Included ordinances received from the municipality
on a quarterly basis: LDC.
Code in Word Code in Word: LDC 1.00 USD 0.00
Custom OrdBank Subscription OrdBank Subscription: LDC 1.00 USD 275.00
Full-Service Supplementation Full-Service Supplementation 1.00 USD 1,200.00
Subscription Subscription: Comp Plan
Printed Copies and Freight Included — Printed Copies and Freight Included: 1.00 USD 0.00
up to [#] copies Comp Plan
Semi-Annual Print Supplementation Print Supplementation will begin with the 1.00 USD 0.00
Service Included ordinances received from the municipality
on a semi-annual basis.: Comp Plan
Custom Online Code Hosting Online Code Hosting Subscription: Comp 1.00 USD 646.60
Plan
Custom OrdBank Subscription OrdBank Subscription: Comp Plan 1.00 1 USD 140.00
Annual Recurring Supplement Services- Initial Term I USD 6,076.60
1. This Statement of Work("SOW") is between Monroe County ("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. This SOW shall begin on 10/1/2023 ("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 3993
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 CivicPlus
By: By:
z
Name: Name:
Amy Vikander
Title: Title:
Senior Vice President of Customer Success
Date: Date:
ONROP CO. Af tO i4�
APP 'TO FORM
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PETER ORRIS
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ASSISTANT COUNTY ATTORNEY
Date: 10/10/23
V. PD 06.01.2015-0048 3994
Page 2 of 4
Addendum 1
This agreement("Agreement") is explicitly agreed to by the 4. Term and Termination.This Agreement shall remain in full force
Customer listed on the Statement of Work.All terms used in this and effect for an initial period of one year commencing on the
Agreement that are not otherwise defined shall have the definition Effective Date("Initial Term"), at the end of the Initial Term, this
ascribed to it in the Statement of Work. Agreement shall automatically renew for additional one-year terms
(each a"Renewal Term"). If either Party does not intend to renew
1. Scope of Services. The Services provided to Customer under this Agreement, they shall provide sixty days prior notice to the end
this Agreement are set forth in the CivicPlus Statement of Work of the then-current term. Either party may terminate this Agreement
signed by the parties(the"SOW"). Customer may purchase for cause in the event the other party materially breaches any term
additional services for additional cost at any time upon mutual of this Agreement and does not substantially cure such breach
written consent of the Parties, including but not limited to updating within thirty days after receiving notice of such breach.A delinquent
the frequency of Supplement updates, additional labor required Customer account remaining past due for longer than 90 days
because of delays, errors or omissions on the part of Customer. is a material breach by Customer and is grounds for CivicPlus
termination.
2. Limitations of Services.Annual Recurring Supplement Service
does NOT include: 5. Compensation. Unless otherwise stated in an SOW signed by
the Customer, the Customer shall pay CivicPlus for the Services
a.Additional copies, reprints, binders and tab orders; annually at the start of each Renewal Term,within 30 days of the
date an invoice is sent.
b. Documents drafted in InDesign or that contain form-based code 6. Integration. This Agreement sets forth the entire agreement
requirements, are subject to additional editorial fees; between and among the parties with respect to the Services. This
Agreement supersedes all prior written or oral agreements between
the parties or their predecessors-in-interest with respect to all or
c. Legal work, creation of fee schedules,gender neutral review/ any part of the subject matter hereof.
implementation, external linking;
7. Limitation of Liability. CivicPlus' liability arising out of or related
to this Agreement, or any associated SOW,will not exceed five
d. Codifying a newly adopted term change legislation. This may times the amounts paid by Customer for the Services in the year
be subject to a one-time additional editorial fee. Material to be prior to such claim of liability. In no event will CivicPlus be liable
reviewed upon receipt; to Customer for any consequential, indirect, special, incidental,
or punitive damages arising out of or related to this Agreement.
e. Online Code hosting and online features, this is listed separately.If applicable law limits the application of the provisions of this
Limitation of Liability section, CivicPlus' liability will be limited to the
For services outside the scope of the Annual Recurring maximum extent permissible.
Supplement Services, a per page rate of$23 will be applied.
8. Ownership. Customer shall own all right, title, and interest in and
3. Each document for processing should be its own individual to the code created under this Agreement. Customer is responsible
file, named by its ordinance number. Customer should send in all for providing all necessary and correct documentation, materials
documents to CivicPlus as MS WORD versions or a convertible and communication in a timely manner in order to enable CivicPlus
PDF version. to perform the Services and acknowledges CivicPlus cannot begin
performance of the Services until all necessary documentation,
materials and communication is received.
9. Customer acknowledges that any legal analysis provided by
CivicPlus is provided to Customer for their use and direction.
However, Customer agrees the Services provided for herein do
not review legal codes for legal sufficiency, draw legal conclusions,
provide legal advice, opinions or recommendations about
Customer's legal rights, remedies, defenses, options, selection of
forms, or strategies, or apply the law to the facts of any particular
situation or establish an attorney-Customer relationship. CivicPlus
is not a law firm and may not perform services performed by an
attorney, and the Services contemplated herein do not constitute a
substitute for the advice or services of an attorney.
10. In the event either party is unable to perform its obligations
under the terms of this Agreement because of acts of God, strikes,
damage or other causes reasonably beyond its control,such
party shall not be liable for damages to the other for any damages
resulting from such failure to perform or otherwise from such
causes.
V. PD 06.01.2015-0048 3995
Page 3 of 4
Contact Information
Organization URL
Street Address
Address 2
City State Postal Code
CivicPlus provides telephone support for all trained clients from lam—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
Emergency Contact&Mobile Phone
Emergency Contact&Mobile Phone
Billing Contact E-Mail
Phone Ext. Fax
Billing Address
Address 2
City State Postal Code
Tax ID# Sales Tax Exempt#
Billing Terms Account Rep
Info Required on Invoice(PO or Job#)
Are you utilizing any external funding for your project(ex. FEMA,CARES): Y [ ] or N [ ]
Please list all external sources:
Contract Contact Email
Phone Ext. Fax
Project Contact Email
Phone Ext. Fax
V. PD 06.01.2015-0048 3996
Page 4 of 4
ADDENDUM
(State and Local Clauses Only)
The following clauses are added into the attached Agreement as if fully set forth therein-
1. Florida Public Records law (F.S. 119.0701).
RECORDS- ACCESS AND AUDITS: Pursuant to F.S. 119.0701, Contractor and its
subcontractors shall comply with all public records laws of the State of Florida, including
but not limited to:
a. Keep and maintain public records required by Monroe County in order to
perform the service.
b. Upon request from the public agency's custodian of public records, provide the
public agency with a copy of the requested records or allow the records to be inspected
or copied within a reasonable time at a cost that does not exceed the cost provided in
Florida Statutes, Chapter 119 or as otherwise provided by law.
c. Ensure that public records that are exempt or confidential and exempt from
public records disclosure requirements are not disclosed except as authorized by law for
the duration of the contract term and following completion of the contract if the contractor
does not transfer the records to the public agency.
d. Upon completion of the contract, transfer, at no cost, to Monroe County all
public records in possession of the contractor or keep and maintain public records
required by the public agency to perform the service. If the contractor transfers all public
records to the public agency upon completion of the contract, the contractor shall destroy
any duplicate public records that are exempt or confidential and exempt from public
records disclosure requirements. If the contractor keeps and maintains public records
upon completion of the contract, the contractor shall meet all applicable requirements for
retaining public records. All records stored electronically must be provided to Monroe
County, upon request from the public agency's custodian of records, in a format that is
compatible with the information technology systems of Monroe County.
IF THE CONTRACTOR HAS QUESTIONS REGARDING THE
APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE
CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO
THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS,
BRIAN BRADLEY, AT (305) 292-3470, bradley-brian@m nroecout -
, c/o Monroe County Attorney's Office, 1111 12' St., Suite 408,
Key West FL 33040.
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2. F.S. 287.0582, F.S. and Monroe County Purchasing Policy (required for all
contracts for purchases of services or goods > 1 year): Monroe County's
performance and obligation to pay under this contract is contingent upon an annual
appropriation by the BOCC.
3. Insurance Requirements (Monroe County Risk Manual): The vendor is required
to provide the following insurance coverage:
PROFESSIONAL LIABILITY INSURANCE
Recognizing that the work governed by this contract involves the furnishing of advice
or services of a professional nature, the Contractor will purchase and maintain,
throughout the life of the contract, Professional Liability Insurance which will
respond to damages resulting from any claim arising out of the performance of
professional services or any error or omission of the Contractor arising out of work
governed by this contract.
The minimum limits of liability are:
$300,000 per Occurrence/$500,000 Aggregate
If coverage is provided on a claims made basis, an extended claims reporting period
of four (4) years will be required.
CYBER LIABILITY INSURANCE
Prior to the commencement of work governed by this contract, the Contractor will
obtain Cyber Liability Insurance. Coverage will be maintained throughout the life of
the contract and include the following coverages:
• Data Breach
• Network Security Liability
• Internet Media
• Network Extortion
• Regulatory Proceedings
• PCI Fines and Costs
The minimum limits acceptable is:
$1,000,000
Prior to or at time of execution of the agreement, the vendor shall provide a certificate
of insurance evidencing current coverage in this amount. Therefore, the vendor shall
provide updated certificates whenever the coverage is renewed.
4. Public Entity Crime Statement (required for all procurement documents and
contracts by F.S. 287.133 and Monroe County Purchasing Policy): A person or
affiliate who has been placed on the convicted vendor list following a conviction for
public entity crime may not submit a bid on a contract to provide any goods or
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services to a public entity, may not submit a bid on a contract with a public entity for
the construction or repair of a public building or public work, may not submit bids on
leases of real property to public entity, may not be awarded or perform work as a
CONTRACTOR, supplier, subcontractor, or CONTRACTOR under a contract with
any public entity, and may not transact business with any public entity in excess of
the threshold amount provided in Section 287.017, for CATEGORY TWO for a period
of 36 months from the date of being placed on the convicted vendor list. As used
herein, the term "convicted vendor list" means a list maintained by the Florida
Department of Management Services, as defined in F.S. 287.133.
By entering in this Agreement, the vendor acknowledges that it has read the above
and states that neither the vendor nor any Affiliate has been placed on the convicted
vendor list within the last 36 months.
5. Ethics Clause (required for all contracts by Monroe County Ordinance No. 10-
1990): By entering in this Agreement, the vendor warrants that he/it has not
employed, retained or otherwise had act on his/her behalf any former County officer
or employee in violation of Section 2 of Ordinance No. 010-1990 or any County officer
or employee in violation of Section 3 of Ordinance No. 010-1990. For breach or
violation of this provision the County may, in its discretion, terminate this Agreement
without liability and may also, in its discretion, deduct from the Agreement or
purchase price, or otherwise recover, the full amount of any fee, commission,
percentage, gift, or consideration paid to the former County officer or employee.
6. E-verify requirement (required by F.S. 448.095): Beginning January 1, 2021,
every public employer, contractor, and subcontractor shall register with and use the
E-Verify system to verify the work authorization status of all newly hired employees.
By entering into this Agreement, the vendor certifies that it registers with and uses
the E-Verify system. If the contractor enters into a contract with a subcontractor, the
subcontractor must provide the contractor with an affidavit stating that the
subcontractor does not employ, contract with, or subcontract with an unauthorized
alien. The contractor shall maintain a copy of such affidavit for the duration of the
contract.
7. Scrutinized companies (F.S. 287.135):
a. (Applies to contracts > $1 million): This contract is terminable at the option of
the awarding body if the vendor is found to have submitted a false certification as
defined below, has been placed on the Scrutinized Companies with Activities in
Sudan List or the Scrutinized Companies with Activities in the Iran Petroleum
Energy Sector List as those terms are defined in F.S. 287.135, or been engaged
in business operations in Cuba or Syria.
i. False certification: At the time a company submits a bid or proposal for a
contract or before the company enters into or renews a contract with an
agency or local governmental entity for goods or services of $1 million or
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more, the company must certify that the company is not on the Scrutinized
Companies with Activities in Sudan List or the Scrutinized Companies with
Activities in the Iran Petroleum Energy Sector List and that it does not have
business operations in Cuba or Syria. At the time a company submits a bid
or proposal for a contract or before the company enters into or renews a
contract with an agency or local governmental entity for goods or services
of any amount, the company must certify that the company is not
participating in a boycott of Israel. By entering into this agreement, the
vendor certifies that the company complies with these requirements.
b. (Applies to all contracts): This contract is terminable at the option of the
awarding body if the company is found to have been placed on the Scrutinized
Companies that Boycott Israel List as that term is defined in F.S. 287.135 or is
engaged in a boycott of Israel.
8. Payment: Invoices will be paid in accordance with the Florida Local Government
Prompt Payment Act, F.S. 218.70 et seq. Invoices must be submitted to the Clerk
with supporting documentation acceptable to the Clerk. Acceptability to the Clerk is
based on generally accepted accounting principles and such laws, rules, and
regulations as may govern the Clerk's disbursal of funds.
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