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10/18/2023 Professional Services Subscription CP CIIIIIIPIIu s 302 South 4th St.Suite 500 Quote #: Q-47470-1 Manhattan, KS 66502 Date: 8/24/2023 11:46 AM us Customer: MONROE COUNTY, FLORIDA Product Name DESCRIPTION QTY TOTAL Full-Service Supplementation Plus Full-Service Supplementation Plus 1.00 USD 4,135.00 Subscription Upgrade Subscription: Code Monthly Electronic Supplementation Online Supplementation will begin with the 1.00 USD 0.00 Service Included ordinances received on a monthly basis: Code Printed Copies and Freight Included — Printed Copies and Freight Included: Code 1.00 USD 0.00 up to [#] copies 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: Code Code in Word Code in Word: Code 1.00 USD 0.00 Custom Ord Bank Subscription OrdBank Subscription: Code 1.00 USD 275.00 Annual Recurring Supplement Services- Initial Term I USD 4,410.00 1. This Statement of Work ("SOW') is between Monroe County ("Customer") and CivicPlus, LLC ("Civic Plus"), 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 and Addendum 2 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 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. Board of County Commissioners Client of Monroe County, Florida CivicPlus By: By: D-g- Ily-g dbyP b U Sh-II-ger I Robert B. Shillinger A3°o yr-1=oo4g,,b.b@mot�o--�fg-Ir S 00 Name: Name: Robert Shillinger Amy Vikander Title: Title: County Attorney Senior Vice President of Customer Success Date: Date: Approved as to form and legal sufficiency: Monroe County Attorney's Office 9-27-2023 V. PD 06.01.2015-0048 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 Page 3 of 4 Contact Information Organization URL Monroe County www.monroecounty-fl.gov Street Address 1100 Simonton Street, Suite 205 Address 2 City Key West State FL Postal Code 33040 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 Abra Campo E-Mail p Campo-Abra@monroecounty-fl.Gov Phone (305)292-3470 Ext. Fax Billing Address 1111 12th Street, Suite 408 Address 2 City Key West State FL Postal Code 33040 Tax ID# 59-6000749 Sales Tax Exempt# 85-8013825294C-7 Billing Terms monthly Account Rep Info Required on Invoice(PO 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 Cynthia Hall Hall-Cynthia@monroecounty-fl.gov Phone (305)292-3470 Ext. Fax (305)292-3516 Project Contact Email Phone Ext. Fax V. PD 06.01.2015-0048 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, - i t - , c/o Monroe County Attorney's Office, 1111 12' St., Suite 408, Key West FL 33040. 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 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 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.