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#92-1913 CivicPlus, LLC Agreement ASSUMPTION AGREEMENT This Assumption Agreement is made and entered into on This 23 of Fetrvar� 2023 by and between CivicPlus, LLC, a foreign limited liability company registered to do bi(siness in the State of Florida ("CivicPlus") and Collier County, a political subdivision of the State of Florida ("County"). WHEREAS, on September 22, 1992, the County entered into an Agreement for ordinance codification services with Municipal Code Corporation, together with a September 21, 2004 and a September 11, 2018 Addendum, all attached hereto as Exhibit "A" (hereinafter referred to as "Agreement"); and WI IEREAS, on August 20,2021 Municipal Code Corporation filed Articles of Conversion with the Florida Department of State converting to Municode, LLC ("Municode") attached as Exhibit "B"; and • WHEREAS, on August 24, 2021, CivicPlus acquired all of Municode's assets as memorialized in attached Exhibit "C;" and WHEREAS,CivicPlus hereby represents to Collier County that by virtue of the acquisition of Municode it is the successor in interest in relation to the Agreement; and WI-IEREAS, the parties wish to formalize CivicPlus's assumption of rights and obligations under the Agreement effective as of the date first above written. NOW THEREFORE, IN CONSIDERATION of the mutual promises in this Assumption Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged by the parties, it is agreed as follows: . CivicPlus accepts and assumes all rights, duties, benefits, and obligations of Municode under the Agreement, including all existing and future obligations to pay and perform under the Agreement. 2. CivicPlus will promptly deliver to County evidence of insurance consistent with the Agreement. 3. Further supplements to, or modifications of, the Agreement shall be approved in writing by both parties. 4. Notice required under the Agreement to be sent to CivicPlus shall be directed to: CivicPlus, LLC 302 S 4t1i Street, STE 500 Manhattan, KS 66505 Phone: (800) 262-2633 ext. I I48 Attention: Contracts Department Email: contracts@Civ►eplUS.COm CAO I2.3.PRC-05067/I765220n 1 Page 1 of 2 5. The County hereby consents to CivicPlus's assumption of the Agreement in order to continue the services provided under the Agreement. No waivers of performance or extensions of time to perform are granted or authorized. The County will treat CivicPlus as it would have Municode for all purposes under the Agreement. Except as provided herein, all other terms and conditions of the Agreement remain in full force and effect. IN WI"I'NESS WHEREOF, the undersigned have executed and delivered this Assumption Agreement effective as of the date first above written. ATTEST: • ('n a BOARD OF COUNTY COMMISSIONERS Crystal K.ain il, Cteik a Comptroller COLLIER COUNTY, FLORIDA (----/2 By. C By k: + ,,?. Cha $)gputy Clerk Rick LoCastro, Chairman signature nly.ei tor. Approved a to : rt ' L ity: By: Jeffrey Kl zkow, 'ounty Attorney CivicPlus's Witne es: CivicPlus, LLC /0.ttilVt)0 #/t Witness Signatu I �► i)"U,A '2- A-m U i((AV)W2, 4,4R-VP G�CWAV irceitC Type/print witness nameT tlj pe/print signature and titleT t Second Witness 6 he ic TType/print Witness name?' (23-PRC-05067/1765220/I) Page 2 of 2 -' _ ♦ .._ — ?'asp - • t�.': • — . • �s „} - • EXHIBIT A- AGREEMENT AND ADDENDUM 1 &2 . SEPTEMBER 12, %ee2 . • PROFESSIONAL SERVICES AGREEMENT • THIS AGREEMENT, made and entered into this ..4.,;,7—day of , 1992, by and between the MUNICIPAL CODE CORPORATION, Corporation duly organized and existing under the laws of the State of rlorida, hereinafter referred to as MCC, and COLLIER . • COUNTY, FLORIDA, a political subdivision duly organized and existing under laws of the State of Florida, hereinafter referred to as the County. • WITNESSETB: That MCC shall codify the County's material in • accord with the terms and conditions of the County's Request for Proposal #92-1913 and MCC's Proposal, dated July 23, 1992, - attached hereto and incorporated herein by reference. It is expressly agreed by the parties hereto that the terms and , • conditions of said proposal shall have the same effect as if set ' out at)ength in this Agreement, with no exceptions or additions. IN TESTIMONY WHEREOF, MCC has caused this. Agreement to be ' executed, by its authorized officers and the affixing of its corporate seal, and the County has caused this Agreement to be . executed this day and year first written above. ATTEST: aOAE CORPORA N ',4:11— —11 SY iam C J. Car'rc111, Jr. A LAWT $ LANG • '' L„,,,-, . 'Willtittle PIesident of Codes Presi n • v.,' ( grpari� a Seal) ' . • f1.A 3� . BOARD OF COUNTY COMMISSIONERS — "3AiERS C.•.GILESF_Clark COLLIER C UNTY, FLORIDA . . . ; ice.. "-,7/0.4 • wit:'Yi .- A�-NteR ;r v,, _ /, MICHAEL VOLPE, Chairman `.' •i 'Approved as;tv form and legal 'cuffiiicc_fan ' /�av d C. Weise ' _,� , Assistant County A torney no, nuo wt 92 • •• 4. SEPTEMID R 22, 1992 i:, • • immemA SECTION Two SUB:rECC MA1-rER TO lIE CooTt J. - MCC will, under the supervision of the County Attorney codify the following material: . I) Ordinances. The body of administrative and regulatory ordinances and of the County that are general and permanent,in existence and in full force and effect, • excluding the texts of standard codes adopted by reference will be included. The • inclusion or exclusion of those ordinances creating various County districts will be discussed with the County. + • 2) (Optional) 7972 Compilation. The 1972 Compilation may be used as the base for the codification project. MCC maintains exact records of all legislation as enacted by the County since 1972 and compiled by MCC. These records are also available to the County. •• 3) Special Acts and/or Local Laws. The special acts and/or local laws, and amendments,of the County that are general and permanent,in existence and in full force and effect,will be included at a location in the Code designated by the County. 4) General Laws of Local Application. The general Iaws of local application adopted by the Florida legislature that have assumed ordinance status pursuant to Laws • of Florida, ch. 71-29 will be integrated into the Code as desired by the County. Those laws included will be reflected in the Index and Disposition Tables of the • Code. 5) Land Development Regulations. The County's Land Development Regulations may be included if desired, but will be a separate publication. Those ordinances repealed by the LDC will be excluded from the Code. Those ordinances adopted by reference in the LDC, (the nontechnical Code ordinances),would be codified • • under 1)above. The LDC will be reviewed with the administrative and regulatory ordinances to determine if there are any obvious conflicts or inconsistencies. • • 6) Planned Unit Developments. If desired, the County's Planned Unit Developments may be included in whole or in part as a separate publication. Alternatively, a • table listing the PUD by title or other suitable description may be prepared and included in the Code. • r. • BOOK O+/O PA,,,.. 90 CAOr • • ! y • • SEPTEMBBR 22, 1992 • • • 1 y` • .fir^^;•' . SECTION THRrE SPECIALIZED NATURE OF WORK • MCC will codify the legislation of the County through the specialized processes of research,collection,classification, editorial analysis, editing, proofreading, printing, and binding as provided in this proposal and responsive to the County's Request for Proposal. ! . • • • •SECTION FOUR "3EnrroRIAI PROCEDURES (A) RESEARCH AND COLLECTION OF MAl RIAL A representative from MCC will perfomt on-site research in the County offices as follows: 1) Legislative records. The County's legislative records will be researched in order to obtain copies of the legislation enacted by the County which is in effect at the time of research, including but riot limited to the ordinances enacted since the latest legislation received from the County for the existing compilation. 2) New mcteriaL Upon completion of the research, the County will forward • promptly to MCC, following its adoption, a copy of each new or modified item ••• of legislation adopted by the County until notice is received that the editorial work has been completed. No additional laws and ordinances will be included in the Code manuscript after such notice. • • (B) MANUSCRIPT PREPARATION. Utilizing the materials obtained from the research of the • records, a manuscript will be prepared to include: 1) Chapter arrangement. Each chapter of the new Code shall embrace all ordinances • of the same subject matter. Within the chapter itself, the ordinances shall be arranged in an orderly and Iogical fashion, to include articles and divisions as necessary. Chapters and sections will be reserved for future expansion. • 2) Adoption dates. Original adoption dates and the dates of any subsequent • • . • amendments will be incorporated, and repealed or superseded material will be noted. A listing of repealed or superseded provisions will be provided. The manuscript will show exactly the legislation currently in effect. • • (C) LEGAL RESEARCH AND REVIEW MCC will assign an attorney to work with the County Attorney. Before the editorial conference with the County Attorney, MCC's attorney will: • 6 toot nco r Q •r•. . • SEPrEMBER 22, 1292 s.; 1) State Law. Research every ordinance and law to be included in the Code against ; state law. This process will discover inconsistencies and conflicts with, and preemptions by, the state law. '• 2) State law references. Update existing and append new state law references at the end of appropriate sections. . 3) Case Law. Research every ordinance and law to be included in the Code against federal and state appellate case law as reported in Shepard's. Any judicial • decision specifically affecting the validity of an ordinance and/or law included .. herein shall be called to the attention of the County Attorney. ' 4) Internal consistency. Research the ordinances and laws against each other. - Inconsistencies or conflicts between existing laws and obsolete provisions will be discovered through this research. (D) EDITORIAL ANALYSIS l PRECONFERENCE REPORT. MCC will prepare an editorial analysis I pre-conference report of comments and recommendations for use during the editorial conference and thereafter. This report will contain an assessment and detailed evaluation of • each chapter of the manuscript, including: •. • 1) issues. Recommendations as to the elimination of all inconsistencies,duplications, and conflicts discovered during the legal review. 2) State and Case Law. Any information concerning changes in applicable state or • case law which have occurred since the County adopted the legislation. 3) Other information. Any other applicable information obtained in codifying other counties' legislation. .. • 4) Fines,fees, and penalties. A review of the County's current fines, fees, and penalties. , 5) Legislation amendments. A review, in conjunction with the County Attorney, of any recommendations to amend legislation to conform to the actual conditions . and practices in the County. 6) Special material. Appropriate information on possible new subject material. Copies of legislation currently in force in other counties will be available, upon request, from MCC's extensive Sample Ordinance Service far review and evaluation by the County Attorney. ' t, • (E) E)YromAL CONFERENCE I MAN[7SCRIPI'REVISIONS. MCCs attorney will travel to the County for a conference with the County Attorney and other interested officials. Six(6)copies of the manuscript and editorial analysis/pre-conference report will be provided unless otherwise agreed upon by the County (see item 1 below). The following will occur at the conference:- : 7 • e. .: 60:K 1r,E]PA,t 101 • • • SEPTE.MBER 22, 1992 •E • • • •,t 4 ,, 1) Manuscript. The term "manuscript" as usually referred by MCC is composed of the cut and pasted version of each section of the ordinance and/or Code excluding repealed or superseded portions. This cut and pasted section enables the editor to insert notations and changes during the editorial conference. This manuscript is reviewed and revised for the purpose of tailoring it to reflect • the current needs,practices, and desires of the County. MCC's usual procedure requires only one (1) master copy of the manuscript since all recommendations • would be submitted in the editorial analysis /pre-conference report of which six (6) copies would be presented at the conference. If the existing compilation is utilized in the codification process, it is requested that copies of the Code as supplemented (not cut and pasted) may be used as reference at the conference. . r'' If the County requires six (6) copies of the manuscript be submitted at the ti conference,the manuscript will be submitted without complete cutting and pasting • of each section.• , Since the LDC and PUD will constitute 30% of the manuscript, it is _ recommended that one(1)copy of this material be used at the conference. This copy will not be cut and pasted. • • • 2) Issuer. Issues discussed will include all inconsistencies and conflicts discovered during the legal review, as well as obsolete provisions. 3) Recommendations. Recommendations will be made to the County Attorney regarding solutions to the above issues. 4) Implementation. Agreed upon solutions will be implemented with the help of •• MCC's attorney, The County Attorney has ultimate decision making authority for solutions and implementation. • 5) Organization. Organization can be reviewed with the County providing comments, • criticisms or suggestions. (F) POST-CONFERENCE REPO RT. Following the conference,MCC's attorney will draft and :• submit a memorandum outlining the substantive changes, solutions and implementations agreed • • upon. The County may make changes, additions, or deletions to the memorandum for inclusion `• • in the final manuscript. (G) ADDITIONAL CHANGES. The County will notify MCC of any additional changes which are necessary, and approve the final editorial work and publication of the Code. • (II) FINAL EDITORIAL WORK. The manuscript will be prepared to include: I) Table of contents. This table will list the chapters, articles and divisions of the • Code, giving the page number upon which each begins. i • 8 t r 600X nro PA.102 - (TO • . • S$PTEMl38t 22, 2$92 • nL`• • • 2) Chapter analysis. Each chapter of the new Code will be preceded by a detailed analysis listing the articles, divisions, and sections contained therein. 3) Catchlines. Each section will be preceded by a catchline,which shall reflect the content of the section. 4) History notes. A history note will be prepared for each section of the new Code. The note will indicate the source from which the section is derived. If the section is derived from an existing Code, the appropriate section of that. Code, as supplemented, will be cited, together with amendatory ordinances. ••`• 5) Goss references and footnotes. Cross references will be prepared to tie together t related sections of the new Code, Proper explanation will also be made in the form of footnotes to relevant provisions of the Code. • 6) Disposition Tables. MCC will prepare complete tables of all legislation passed by . and relative to the County as determined by the research provided herein. a. Ordinance Disposition Table. This table will list the ordinances in • chronological sequence, with a brief description of the subject of each • ordinance and date of adoption, indicating the inclusion in or omission from the new Code. • b. Table of Special Acts. This table will list the special acts of the County, • indicating their disposition in or omission from the Code. • • These tables may be included in the Code as a fingertip reference if desired by the County. The computer version of the above tables, on 3-1r2 or 5-1/4 diskettes, will be furnished upon shipment of the Code. 7) State law reference table. This table will list by state law citations all sections carrying a reference. • • 8) Revisions and additions. Any revisions and additions previously discussed, as approved by the County, will be incorporated. The manuscript will be copy- • read to correct typographical and grammatical errors, such as spelling and . capitalization. See also Section Ten for MCC's typographical correctness guarantee. • • •• (I) NOTICE OF COMPLETION OF EDITORIAL WORK Upon completion of all editorial-sod MCC will notify the County in writing that the Code manuscript is ready for typesetting and • printing. No additional ordinances will be included in the Code manuscript subsequent to such• •' • notice. (J) PROOFS (Optional). MCC will submit one set of proofs to the County for review. It is recommended the proofs be reviewed in conjunction with the post-conference report and final approval for printing the Code be given by the County. See also Section Ten regarding MCC's responsibilities. • • Book 1(JQpxirij3. • i i.. • } t r : SEPTEMB R 22, 1992 fry • re 77 • 3'`= V. id'. • If the County chooses to exercise this option, it shall be the duty of the County to . return the proofs,with the changes indicated thereon within forty-five(45) days from the date of their receipt. If proofs are not returned within forty-five (45) days, and no notice to the contrary is received by MCC,it will be assumed that no changes are to be made. MCC will then proceed to print the Code and no changes shall thereafter be allowed. • SECTION FIVE • PUBLICATION SPECIFICATIONS • (A) PRINTING AND BINDING. Upon completion of the final editorial procedures as set out herein, MCC will proceed with printing and binding the Code in accordance with the - • • following: - • • • 1) Copies. One hundred (100) copies of the Code will be printed on 60 lb. white offset paper. a . • 2) Page format. The page size will be 8-1R x 11 inches, double column (samples attached), If ''• 3) Type size. The County may choose the type size desired for the text and index of the new Code volume. Various type styles and sizes will be utilized to enhance readability. • 4) Page numbering. Page numbers will be reserved for future expansion. • 5) Binding. MCC will bind copies of the completed Code in expandable post type binders, each with slide lock fasteners and with imitation leather grain vinyl covers, turned edge construction, stamped in gold leaf(color choices available). • If the LDC is published as a companion volume,it is anticipated the new Code • will require a two-volume set, thus two hundred (200)-binders will be necessary. • • Each Code will be serially numbered_ 6) Separator tabs. MCC will furnish custom designed separator tab sheets (mylar • tabs, printed both sides) for the bound Codes. The tabs will reflect the major divisions or chapters of the Code volume, including major articles of the UDC • and PUD, to facilitate location of desired material. 7) Reprints of chapters or portions of the Code. Additional copies of specific chapters (i.e. LDC or PUD sections) may be ordered for binding in paper covers for • separate sale or distribution by the County or MCC. Prices will be furnished upon request. • 10 • tooK mo PAGF 11J4 c43 • r • •< • SRPTZMBER 22, 1992 .ii,;!.. .... VI '. ' f • t' ''` DELIVERY CONFERENCE. At the time of deliveryof the completed Codes to the (B) p County, MCC's representative will attend a conference at the County offices to review the codification project and to establish Code distribution records and supplementation procedures. See also Section Fifteen regarding distribution services. • :`:SECTION SIX '-MAGNETIC MEDIA • MCC can provide the computerized version of the Code on DOS formatted 3-12 or 5-1/4 diskettes. Our experience with clients who request their Code in electronic form is that • they want to obtain the capability to search, retrieve and amend the text of their Code. MCC has several alternative solutions to this problem, which are explained below. , - 1) Socrates. This is MCC's text search and retrieval software which is integrated • with the Code. The software affords easy"exportation"of language to your word prorr<aing software for drafting and amendatory purposes. Utilizing your existing . word processing program eliminates learning new editing commands and allows - new ordinances to follow existing procedures. • • Integrity of the data is guaranteed. MCC has the sole ability to amend the version of the Code on which Socrates operates. Thus inadvertent and malicious degradation of the Code's language is prevented. , • 2) WordPerfect. The Code can also be provided with WordPerfect 5.1 commands embedded so that the features of WordPerfect are available. WordPerfect users ' • may find its search functions sufficient, and of course, the editing capabilities of WordPerfect are unsurpassed. 3) ASCII. The Code can also be provided in the generic form of ASCII. ASCII can generally be retrieved into any word processing software, but may require more than casual knowledge of computers and programming. SEC lari SEVEN • DISPOSITION LIST " '• f See Section Four, paragraph H 6),Disposition Tables. • ra• y1< 11 •• BOOK COOFt,r 1115 o 5.µ 1 •. A_r, `'; ' SEPTEMBER 22, 1992 4 li^S.. ... . . t,,,,,, g„,....t „ f SECTION EIGITT • CODE ADOPTION Upon completion of the above, MCC will submit to the County Attorney all information necessary for inclusion in legislation to adopt the Code or to establish the Code as f an official document. Once the Code has been adopted, a copy of the ordinance should be sent to MCC, so that it can be included in the Code through the Looseleaf Supplement Service. • • • SECTION NINE , INDEX • A comprehensive, cross-referen , general to the Code will be prepared following completion of the above wo as set out herein, unless oth 'e agreed upon by the County. The Index may be included as a part of Su element No. 1 to he Code volume. All • sections are indexed under major subj 'th a proprta e • ,rtTir ons. Columnar citations are used to enhance ease of reference. SECTION TEN • RESPONSIBILITY OF PUBLISHER , • mmwwommow MCC's policy guarantees typographical correctness for an indefinite time. Errors - attributable to MCC will be corrected at any time,without charge to the County. MCC assumes • all responsibility for accuracy of our work, based upon the material and information supplied by the County, as reflected in the published Code or supplementation delivered to the County. Regardless of the County's acceptance of published materials when delivered, MCC will correct errors,found either by the County or MCC,when succeeding supplements are prepared. MCC's • • liability for all services shall extend only to the correcting of errors in the Code or future '• supplements, not to any acts or occurrences as a result of such errors, and only so long as a contract is in effect. • SECTION ELEVEN . PERFORMANCE Scua2)ULES v. • ` The following is a tentative time schedule in the performance of the above work as set out herein: 12 EDDY 1100 pir,r 106r. • - . • •t Sc >:. SEPTEMBER 22, 1992 ' , • fi a:L. 4,,,,,-.,. 1) Collection of material and initial research conference 90 days r`,' after date of signing of the contract. 2) Editorial conference with MCC's attorney 180 days after date of signing of the contract. 3) Submission of the post-conference report 30 days after completion of the editorial conference. 4) Delivery of the completed Codes to the County 120 days • after MCC receives the proofs from the County. . • The above time schedule provides for completion of the Cade within fourteen (14) • months excluding time required for review of the proofs,if desired by the County,and any delays occasioned by the County. 'iv,-.SECT1oN TWELVE . `'SHIPPING AND HANDLING • • MCC will deliver the Code, Supplements, and other services via USPS, UPS, motor - • freight, air freight or whichever method offers the most efficient delivery at the time. Delivery, • handling, packaging, insurance, and/or shipping charges will be prepaid by MCC and added to the invoice/voucher for services to be paid by the County. See also Section Fifteen regarding distribution services. .N- SECT~i`ON THIRTEEN PAYMENT PROCEDURES • • (A) INITIAL CODIFICATION. The following schedule reflect the County's payment • procedures for the initial codification process and are based on the contract price: • • 1) Upon completion of the research of the Iegislative records of the County and the initial proposal conference 20% i:. • • 2) Upon completion of the editorial conference with MCC's attorney 20% • 3) Upon submission of the post-conference report 10% 4) Upon deliveryy of the completed Codes to the County Balance 0 13 4. 'I = • toor 13COnr, .1j7 • (B) LOOSELEAF SUPPLEMENT SERVICE. The costs for the Looseleaf Supplement Service .c: will be paid by the County upon delivery of the services or supplement pages and submission of ` • an invoice/voucher by MCC. SECTION FOURTEEN . LOOSELEAF SUPPLEMENT SERVICE I. • (A) SCHEDULE. After shipment of the new Code and at the option of the County,MCC shall keep the Code up-to-date by the publication of Looseleaf Supplements which will contain the new laws and ordinances of a general and permanent nature enacted by the governing body. The Supplements can be published on a schedule to meet the requirements of the County. There is no additional charge for frequent publication. A minimum of thirty (30)working days shall be required for delivery of a Supplement. • (B) MATERIAL TO BE FURNISTILD BY COUNTY. The County shall forward to MCC copies of the laws and ordinances upon final enactment by the County. The material may be furnished on diskettes if available. If diskettes are provided by the County, it is also requested one copy • • of each Iaw and ordinance be furnished for verification purposes. • The material to be included in the Code will be prepared so that the pages as finally • published accurately reflect the legislation as adopted by the governing body. The continuity and • consistency will be maintained throughout the Code. The completed supplements will correspond • graphically to the printing style and format used in the Code. • • (C) EDITORIAL SCRUTINY. The new laws,ordinances,LDC, and PUD will be studied • by a member of MCC's editorial staff in conjunction with the existing provisions of the new Code. The pages of the Code containing provisions that are specifically repealed or amended by taw or ordinance shall be reprinted to remove such repealed or amended provisions rod to insert the new laws and ordinances. Should MCC detect conflicts, inconsistencies,duplications,and/or differences with the • content,system,or style of the Code as the new material is included,the County will be notified • so that remedial action may be taken. If any legal issues are noted, the County Attorney will be contacted to resolve such problems. • • (D) EDITORIAL NOTES. Appropriate editorial notes will be prepared an appended to the new sections as deemed nPressary by the editor. . (E) INDEX AND TABLES. When the inclusion of new material necessitates changes in the index,appropriate entries will be prepared and the ner-essary pages of the index will be reprinted to include the new entries. �r S• 14 • _` O f , s a;. • • ` SEPTEMBER 22, 1992 - r . s'; The Disposition and State Law Reference Tables will also be kept up-to-date by listing • the Iegislation and state law citations, if any, included in each Supplement, together with their • disposition in the Code. The Table of Contents will also be kept current to reflect changes in the Code. • (F) INSTRUCTION SHEET. Each Supplement will contain a page of instructions for • removal of the obsolete pages and insertion of the new pages. The latest ordinance included in the published Supplement will be noted in boldface type on the Instruction Sheet. • (G) CHECKLIST. A checklist of up-to-date pages will be prepared and kept current for the benefit of the user. The checklist of up-to-date pages will allow instant determination of whether the user is relying on a page reflecting current ordinances. ' (H) TABULAR MATTER. Should the Supplement contain tables, drawings and the like • for which special typesetting or other methods cf reproduction are required, the costs will be charged as set out herein. • (I) MAGNETIC MEDIA. If the County has chosen to receive the Code on magnetic - media, the updated magnetic media will be available as follows: 1) Option 1: The magnetic media may be updated more frequently than the hard ' copies, i.e.within ten (10) days after each council meeting. The printed copies would be furnished on the desired schedule. 2) Option 2: During the process of supplementation, the magnetic media would-be updated and forwarded at the time the supplement is shipped to the County. • • (I) INDIVIDUALIZED SUPPLEMENTS, MCC will publish one hundred(100)copies of each supplement for the County. Each set will be labeled with a serial number corresponding to the serial number of the Code, with the name, address, title, and/or department of the • • individual holder thereof. • (K) SHIPMENT. Supplements will be shipped to the County for distribution to the • ;' holders of the Codes or shipped by MCC to the individual holders in accordance with a mutually r, acceptable arrangement. See also Section Fifteen regarding distribution services. (L) REPRINTS. Looseleaf reprint pamphlets,which contain certain portions of the Code, • ' including appropriate index pages, can be kept up-to-date at the same time the Code volume is • supplemented. • • (M) TERMINATION. The Looseleaf Supplement Service provided under this Part Two • . shall be in full force and effect for a period of three (3)years from the date of shipment of the t • completed Code to the County and shall be automatically renewed from year to year, provided that either party may alter or cancel the terms of this Part Two upon sixty (GO) days' written - notice. IS - I. I'" afloxetl°V,r- D9 � r .ram' SI!P'1'I1MIIRR 22, 1992 �xY . • ., • SECTION FIFTEEN DISTRIBUTION AND STORAGE SERVICES MCC offers assistance in soliciting orders for the new Code, and to distribute and store the Codes and Supplements. All charges for this service are passed on to the subscriber in the sale price of the Code. Under this option the County retains ownership of all copies of the Code and Supplements and receives all revenues from the sale to the public. 1) Order Forms. MCC will prepare and print an order form which may be mailed to all potential subscribers of the new Code and Supplement Service. 2) Mailing Service. MCC will mail copies of the Code and future Supplements to ? those persons subscribing to the new Code and Lonseleaf Supplement Set-vice. • The copies required for use by the County will be shipped as requested by the County. Many municipalities request that departments within the county order • directly from MCC. • 3) Billing Subscribers. MCC will bill subscribers to the Looseleaf Supplement Service on an annual basis. All moneys received will be credited to the County's account for publication of the Supplements or reimbursed to the County quarterly. A listing of all current subscribers will be furnished as requested. 4) Storage. All undistributed copies of the Code and future Supplements will be stored by MCC. All risk of loss or damage to the Codes and Supplements so • stored will be assumed by MCC. SECTION SIXTEEN • SAMPLE ORDINANCE SERVICE . • • • :$4 Sample provisions of specific subjects will be furnished upon request. A sample ordinance index will be furnished for use in requesting the desired sample provisions. t. ty..: V t : 16 • BOCK rCu P,IGE 110 • SEPTEMBER 22, 1992 • • t , PROPOSERS QUALIFICATION FORM RFP f92-1913 Law and ordinance Codification • FIRM NAME:, Municipal Code Corporation Address: P. 0. Box 1235 L City: - Tallahassee, State ei, ZIP dt31b ' Telephone: (800 ) 262-2633 or (904) 576-3171 • • FAX Numb. : (904 ) 575-8852 LTYPE OF WORK: Legal Publishing, Publishing,. Etc. : Law 'and Ordinance Codification Specialists a TYPE OF FIRM: X Corporation/Years in Business: 41 Partnership/Years in Business: • . Sole Proprietorship/Years in Business: OFFICERS/PARTNERS OR OWNERS & EXPERIENCE: S_ Years of • Name Title Experience , ;: A. T.awron Lansford President 10 • c:Anrgo R. Trangfnrd Chairman of Board 41 • • : NUMBER OF PERSONNEL IN ORGANIZATION: , • L Administrative: 8 Professional: 33 Office: 30 Field: 1 *Technicians: 55 Shop, skilled & semi-skilled: 21 L REFERENCES: (See also Section' 1=General Information) Orange County Osceola County Pasco County Bryant Applegate Neal D. Bowen_ Tom Bustin L ' 407-836-7320 407-847-r200 813-847-8120 TYPICAL , CONTRACTS COMPLETED DURING LAST FIVE YEARS SIMILAR IN NATURE: L Year ' Project ' L1992 Metropolitan Dade County • . 1991 Oranae County • 1990 Osceola County I 1990' Tampa 1989 Fort Lauderdale • LIST CURRENT PR03ECTS ON WHICH YOUR FIRM IS THE CANDIDATE FOR L AWARD: Volusia County, FL 1 Kissimmee. FL • LNapless FL Birmingham, AL j ' . • 17 • s Huf�fJfl Pam: 11 'i ��O • • SEPTEMBER 22, 1992 a �:. • r .. J • , PROPOSERS QUALIFICATION FORM , (Continued) ,., OTHER INFORMATION ABOUT PROJECTS: `!I - fIEW CONTRACTS CURRENTLY IN PROCESS: ': . Brevard County,- FL • Atlanta, GA ' Milwaukee County, WI • Have you, at any time, failed to complete a project? J L.] Yes Ex] No • Are, there any judgments, claims or suits pending or outstanding py or against you? [_] .Yes [x] No If the answer to either question is yes, submit details on separate sheet. List all lawsuits that have been filed by or against your firm in i the last five (5) years: DnnP • ' Pursuant to information for prospective proposers for the • j above-mentioned proposed project, the undersigned is submitting • the...information 'as required with the understanding that it is. • only to assist in determining the qualifications of -the organization to perform the type and magnitude of work intended, • • and further, guarantee the truth and accuracy of all statements - herein made. We will accept your determination of qualifications' - • without prejudice. We hereby release any and all such parties from any legal .responsibility whatsoever of having furnished such °' information to you. . - Name of g nizati n: nicipal Cade Corporation By: Pjl /� �� TG%Lrt'� Dale Barstow Title: . Vice President - S ess Attested By: :. • • J Title: Director of Marketing . Date: July 23, 1992 . . J - 18 , . 1 a • LOOx 1O0 PR 1 112 SEPTEMBER 22, 1992 • • • • lr • EVALUATION AND SELECTION PROCEDURES L Collier County will evaluate and select Professional Legal Publisher Services in accordance with Collier County's Purchasing Policy. • `- Collier County procedure for selecting is as follows: I 1. The County Manager shall appoint a Selection Committee to pre-qualify all proposals and letters of Interest. • i 2. Request for proposal and Letter of interest distributed. I 3. Receipt of proposals and Letter of Interest. L 4. The committee shall evaluate each proposal, and may, at their discretion, schedule presentations from the top ranked firms, • 1 5. All Proposals will be evaluated and scored on the following •• criteria. LGRADING cATEGORTES POINTS A. Firm's credentials:, 20 • B. References 10 j ' C. Qualifications of personnel Lassigned to project: 15 $ D. Experience: _ L. E. Addressed all areas of the ' Scope of Services: 1S LF. Project cost: Y0 ' Total Possible Points 300 6•. The committee will rank qualified firms in order of ' preference, and present to the BCC for permission to enter into negotiations with the top ranked firm. • 7. Should negotiations with the top ranked firm fail, the committee shall 'enter into negotiations with the next ranked firm. This procedure will continue until successful • negotiations are completed. e ! 0. Upon the successful completion of negotiations, a contract -. shall be drawn for final execution by the Board of County Commissioners. , { 19 600x nrp PAG_113 co _ ammosimirommamAmaNam t SEPTt MB R 22, 1992 . t', N T:IIS PORE IS TO BE COMPLETED AND RETURNED WITH.TEE PROPOSAL • SUORN STATEMENT UNDER SECTION 287.133(3)(41, • 3' FLORIDA STATUTES CN PU2LIC ENTITY CRIMES THIS FORM MUST BE SIGNED AHD St'ORH TO IN THE PRESENCE Of A NOTARY PUOLIC ' OR OTHER OFFICER AUTHORIZED TO ADMINISTER OATHS. 1. This sworn Statement is submitted to the collier County Board of County Commissioners • 1 • by Dale Barstow Vice President—Sales (print Individuai.s name end title) for Municipal Code Corporation ' '' (print name of entity submitting sworn statomentl chose business address is P. 0. Box 2235 — Tallahassee, FL 32316 • ' --• or 1700 Capital, Circle SW — Tallahassee, FL 32310 • i and (if applicable) its Federal Employer Identification lumber (FEIR) is 59-0649026 _ • (If the entity has no FEIN, Include the Social Security Number of the,fndfvidual signing this sworn statement: • m,. T. I.?. L2. I understand that ♦ ..public entity crime" ai defined In Para:287.133(1)(s), Florida Stat utes'means a violation of any • state or federal law by a person with respect to and directly retetod to the transaction of business with any public entity or with on agency or potitiea( subdivision of any other state or with the United States, including, but not " ..limited to, any bId or contract for goods or services to be provided to,any public entity or an agency or political subdivision of any other state or of the United States and Involving antitrust, fraud, theft, bribery, racketeering, conspiracy, collusion,p cy, or material misrepresentation. • . . ` 3. ) tandertterd that "convicted" or "convfction" as defined in Para. 237.133(1)(b), Florida Statutes, means a finding of • guilt or a eonvittlon of a public entity crime, with or without en edIudlcatlon of guilt, In any federal or state trial .. i } court of record relating to charges brought by indictment or information after July 1, 1939, as a result of a Jury l } verdict, non-Jury trtat, or entry of a plea of guilty or nolo contendere. • • . ! ; A. 1 tnderstand that en "af(Illate: as defined In pers. 287,133(11(a), Florida Statutes, means: 1. A predecessor or successor of a person convicted of a public entity crime: or • L2. An entity under the control of any natural person who Is active In the management of the entity and who has been convicted of a public entity crime. The term"affiliate" includes those officers, directors, executives, partners, '. shareholders, employees, members, and agents who are active in the management of in affiliate. The ownership by one • person of shares constituting a controlling interest in another person, or a pooling of equipment or income among• persons when not for fair market value under an arm's length agreement, shalt be a prima facie case that one person controls-another person. A person who knowingly enters into a Joint•venture with a person who hos been convicted of a pubile entity crime In Floridadurfng the preceding 36 months shell be consldered_an affiliate, • L. . Continued". . . ' 1 1 :• • • • • 20 • r :.• coax fO0rA7114 c4°) A -;V 1•••. . _ .�_ .fit ',. • , SEPTE1'IBER 22, 1992 :+I}' ti THIS FORM IS •TO EF COMPLETED AND RETURNED WITH TICE PROPOSAL, • 5. I ux'erstand that a "person" as defined in Pore. Z87.133(1)(e), Florida Statutes, means any natural person or entity e . organized tinder the laws of any state or of the United States with the legal power to enter into a binding contract and which bids or applies to bid on contracts for the provision of goods or services let by a public entity, or which otherwise transacts or applies to transact business with a public entity. The term "person" includes those officers, !"'j ' • directors, executives, partners, shareholders, employees, members, andagents",ho are active in aunege�..-nt of an entity. J • 6. Based on information and belief, the statement which I have marked below is true in relation to the entity submitting • . _ this sworn statement, (Please indicate which statement coolie{), r•I Li e Neither the entity submitting this sworn statement, nor any officers, directors, executives, partners, shareholders, employees, nemfers, or agents who are active in management of the entity, nor arty affiliate of the entity have been , charged with end convicted of a public,entity crime subsequent to July 1, 1989. J The entity submitting this sworn statement,' or one or more of the officers, directors, executives, partners, .•t shareholders, employees, members, or agents who are active in management of the entity, or en affiliate of the entity J has been charted with and Convicted of a public entity crime subsequent to July I, 1989.crime , ' _ The entity submitting this sworn statement, or one or more of the officers, directors, executives, partners, i shareholders, employees, meebera, or agents who are active in management of the entity, or an affiliate of the entity J . has been charged with end convicted of a public entity crime subsequent to July I, 1989. However, there has been■ subsequent proceeding before a Hearing Officer of the State of Florida, Division of Administrative Hearings and the 'q - Final Order entered by the Hearing Officer determined that it was not in the public interest to place the entity J • submitting this sworn statement on the convicted vendor list. Tattach a copy of the final order) N 1 IJRDEERSTANO THAT THE SUBMISSION OF THIS FORM TO THE CONTRACTING OFFICER FOR tIE PUBLIC ENTITY IDENTIFIED IN PARAGRAPH ONE •• _ ABOVE IS FOR THAT PUBLIC ENTITY ONLY AND, THAT THIS FORM IS VALID THROUGH DECEM8ER 31 OF THE CALENDAR YEAR IR UNION IT IS FILED. I ALSO UNDERSTAND THAT' I AM REQUIRED TO INFORM THE PUBLIC ENTITY PRIOR TO ENTERING INTO A CONTRACT Eli EXCESS OF THE THRESHOLD AMOUNT PROVIDED IN SECTION 287.017, FLORIDA STATUTES FOR CATEGORY Tu0 OF ANY CHARGE IN THE INFORMATION CONTAIN IN 1 ' • IRIS FORM. �/ • C/L2i2%t4 - (Signature) ' • Date: July 23, 1992 � STATE OF Florida • cCOAYTY OF Leon _, • PERSONALLY APPEARED BEFORE ME, the undersigned authority, Dale Barstow who', alter (,name of individual signing) • • first being sworn by me, affixed his/her signature in the space provided above on this23/%1day of July , 19 92 r ,^ 0 �• u• ,. My carmissiea expires: .i•NriiOiTucAevSaYfnstll5l!3: irr�Cr.£nE7*Ptiefunavu:^5F� ToBwr7x2.0 •Form PVR 7068 (Rev.'04/HO191) `. • • • 21 _� • J;k• ; : eoox CC()PJ':T 115 (cA0) 4 • f SEPTEMBER 22, 1992 . 'I THIS • SHEET MUST BE SIGNED BY VENDOR LBOARD OF COUNTY COMMISSIONERS COLLIER COUNTY, FLORIDA Purchasing Department M J PROPOSERS CHECK LIST • • f ; IMPORTANT: Please read carefully, sign in the spaces L indicated and return with your bid proposal. f - Proposer should check off each of the following items as the ' L necessary action is completed: 1. The RFP has been signed. I 2. Any required descriptive literature or other pertinent , documentation has been included. • • 3. The Public Entity Crimes Statement has been signed. I 4. The "original Proposal" has been clearly marked. . : . L. 5. The correct number of proposal copies have been • prepared for submitting to Collier County. 6. Any addenda have been signed and included. L 7. The mailing envelope has been addressed to: Purchasing' Director Board of County Commissioners L Collier. County Government Center/Bldg. "W" ' • 3301 Tamiami Trail, East I. Naples, Florida 33962 8. The mailing envelope must be sealed and marked with: • >RFP Number; L >RFP Title; • >Opening Date. f L 9. The RFP will be mailed or delivered in time to be received no later than the specified opening date and time. (Otherwise bid cannot be considered.) _ • ' '-•. ALL COURIER-DELIVERED RFPS MUST HAVE THE ,RFP 1 • NUMBER AND TITLE ON THE OUTSIDE OF THE COURIER PACKET Mu ipal Code Cor oration ro p Vice President-Sales ' , Q// t to LSignature & Title July 23, 1992 Date L 22 saox I110 PA;4 116 3:,: SEPTEMBER 22, 1922 F• • • k. LCONTRACT PROPOSAL • • YC BOARD OF COUNTY COMMISSIONERS Collier County Courthouse Naples, Florida 33962 fRE: Request for Proposals $92-I913 "Law and Ordinance • Codification" Dear Commissioners: The undersigned, as examined the Scope of Services, and einformed reby lahimself rs afully hin L regard to all conditions pertaining to the work to be done for • the development Law and Ordinance Codification. The proposer further declares that the only persons, company or parties interested in this Proposal or the Contract to be entered into as principals are named herein; that this Proposal is made without # connection with any other person, company or companies making a Proposal; and it is in all respects fair and in good faith, L without collusion or fraud. • • The service to be furnished by us is hereby declared and guaranteed to be in conformance with the specifications of the— County. The undersigned do agree that should this proposal be . accepted, to execute the form of contract and present the same to • . the County Purchasing Director for approval within ten (10) days after being notified of the awarding of the contract. The • undersigned do further agree that failure to execute and deliver said forms of contract within ten (10) days will result in damages to the County. IN WITNESS WHEREOF, WE have hereunto subscribed our names on this ?11-M day of ,7u1y , 1992 in the County of Leon in the state of Florida -, 1. Codification Project. Publishers shall indicate a fixed not-to-exceed total cost for the basic services and procedures as described in the RFP Scope of Services. ' • Basic Services Quotation $ 34,000 • Additional for general laws of _ local application $ none Additional for Inclusion of ULDC $ 10,800 ' .'` Additional for Inclusion of PUDs $ 2,500 Additional for availability — of magnetic media $ 515 Additional for distribution services $ see na4e: 25 , - 23 Ent, PMPd;E�1� r `,y • • SEPTEMBER 22, 1992 • I ` • tir • , LL • .=`' • Price Each Total • ` Cost for 100 copies of ::. the finished Code Book $ 478.15 $ 47,815 cost of additional Code __ Books in lots of 25 $ 83..75 $ 2,093.75 (ordered with initial printing) (see also page 25) 2. Supplement Service. . :-. Publishers shall indicate how costs will be determined . for future quarterly code supplementation, including both printed and magnetic media. Any annual fees or retainer fees must be listed. • Quotation $ see page 25 and 26 3. Additional services. Publishers shall indicate any other fees that may pertain to this project regarding sample ordinance services, etc. . . . i • Quotation $ see page 2and 26 _ This proposal must be.signed by a person authorized to act for _ the company in his/her own name. Unsigned proposals will be cause for rejection. Municipal Code Corporation • Proposer's Complete Legal Name • CC-i. cle one) : , • or oratio Sole Proprietorship, • ; artnership ' • Phone No. 800-262-2633 or 904-576-3171 FAX Numb. 904-575-8852 . P. O. Box 2235 Address ' -Tallahassee, FL 32316 City and State Zip .. - BY: Dale Barstow ,A5 . Typed and Written Signature • • Vice President - Sales Title • • 24 coN •' BOGY nfJQ 1 118• • �r:ns Tk' r4 • •.. SEPTEi4BER 22, 1992 • • QUOTATION SISIstil • .. (A) CODIFICATION PROJECT: These figures arc maximum costs. However,in view of the options available and the decisions made by the County at the proposal conference, MCC will extend a ' deduction on these costs, if material is deleted from the project, resulting in fewer • pages for material calculated herein. Calculations are based on the following. Code of General Ordinances 1,000 double column pages • ULDC 450 double column pages PUD • F 125 double column pages • • Pages fewer than these calculated will be deducted at $18 per page. (B) DISTRIBUTION AND STORAGE OF CODES AND SUPPLEMENTS. 1) SoIicitation assistance and printing order cards no charge 2) Mailing of Codes and Supplements $2 per mailing, plus cost of postage; (charges passed to subscriber) • 3) Billing of subscribers for Code and/or Looseleaf Supplement Service, per subscriber $4 ,. (charges passed to subscriber) 4) Storage of Codes and Supplements no charge The cost of mailing to subscribers as provided above will be included on the statement of charges for each Supplement. A statement for the cost of storage and billing will be submitted annually. (C) ADDITIONAL CODE BOOKS. ` The price for ordering additional code books in lots of 25, if ordered after the intial x• printing,will be as follows: (Price includes a two-volume set with binders and divider tabs.) 1) Price Each $194 2) Total for 25 copies (194 x 25) $4,850 • 25 • b0Or t+COPA;E 11J CEO • . SEPTEMBER 22, 1992• • • (D) SUPPLEMENT SERVICE. • 1) Hard copy Supplement pages, cost per page a. 8-1Q x 11 inch double column page $22 b. Blank pages no charge c. Tabular matter $S 2) Magnetic media, cost per page a. If updated and shipped with supplement pages $2 b. If updated more frequently $5 (E) SAMPLE ORDINANCE SERVICE. • 1) Up to 100 pages, per annum $180.00 2) Over 100 pages, per page $0.50• • • • • • • • 26 • 600x nrO PAf_120 0 / / t% ADDENDUM TO CONTRACT The following will constitute an Addendum to the contract between MUNICIPAL CODE CORPORATION,and COLLIER COUNTY,FLORIDA,providing for additional services for the Code of Law and Ordinances (Code of Ordinances) and for the publication of the County's recodified Land Development Code (known until published and effective as the Unified Development Code or UDC), according to the following terms and conditions. PART ONE SUPPLEMENT SERVICE for CODE OF ORDINANCES (1) ORDINANCES TO BE FURNISHED BY COUNTY. The County shall forward to MCC copies of the ordinances upon final enactment by the County. We request that the ordinances be furnished electronically and we have established a special e-mail address (ords@municode.com) to receive e-mailed ordinances. Printed copies are accepted. (2) SCHEDULE. MCC will keep the Code up-to-date by the publication of Supplements that will contain newly enacted ordinances of a general and permanent nature. Supplements can be published on a schedule to meet the requirements of the County. The County's current supplement schedule for the Code of Ordinances is January and July. A minimum of thirty (30)working days will be required for delivery of a printed Supplement. (3) EDITORIAL SCRUTINY. A member of MCC's editorial staff will study new ordinances in conjunction with the existing provisions of the Code. Pages of the Code containing provisions that are specifically repealed or amended by ordinance will be changed to remove such repealed or amended provisions and to insert the new ordinances. Should MCC detect conflicts,inconsistencies or duplications in the Code as the new ordinances are included, the County will be notified so that remedial action may be taken. (4) EDITORIAL NOTES. Appropriate editorial notes will be prepared and appended to the new sections as deemed neressary by the editor. (5) TABLES. The following tables will be prepared and/or updated for the Code: a) Table of Contents. This Table will be kept current to reflect changes in the Code volume. b) Comparative Table. This Table will list the ordinances included in each Supplement and set out the location thereof. This Table will be inserted preceding the Index. (6) PROOFS. After typesetting has been completed,MCC will submit one set of proofs to the County for review. The County will return the proofs with the changes indicated thereon within fifteen(15) days from the date of their receipt. Please remember that proofs could delay the final printing of the product. 1 MCC will be responsible for proofreading and typographical correctness. Errors attributable to MCC will be corrected throughout the term of the contract,without charge to the County. MCC's liability for all services shall extend only to the correcting of errors in the supplements,not to any acts or occurrences as a result of such errors,and only so long as a contract is in effect. (7) INDEX. When the inclusion of new material necessitates changes in the Index,appropriate entries will be prepared and the necessary pages of the Index will be printed or reprinted to include the new entries. (8) INSTRUCTION SHEET. Each Supplement will contain a page of instructions for removal of obsolete pages and insertion of new pages. The latest ordinance included in the published Supplement will be noted in boldface type on the Instruction Sheet. (9) CHECKLIST. A checklist of up-to-date pages will be prepared and kept current for the benefit of the user. The checklist of up-to-date pages is a list of each page in the Code and the most current Supplement from which it is derived. The checklist allows instant determination of whether the user is relying on a page reflecting current ordinances. (10) TABLES AND GRAPHICS. Should the Supplement contain tables,drawings or graphics for which special methods of reproduction or modification are required, the costs will be as set out on the Quotation Sheet. MCC will require an electronic file of the tables and graphics to be included in the Code and/or a clean printed copy. (11) SHIPMENT. Supplements will be shipped to the County for distribution to the holders of the Code. (12) MCC AS TOTAL CODE ADMINISTRATOR FOR CODES AND LDC COMPLETE VOLUMES. MCC maintains an inventory of Codes for sale to the public, over and above the number specified in this agreement for County use. MCC is responsible for having available up-to-dare copies of the County Code for purchase by future subscribers. MCC is responsible for marketing the Code to existing or potential subscribers. All handling expenses and risk of future sales of the Code will be incurred by MCC. MCC will set the sale price for the Code, as approved by the County,but retains 100%of the proceeds from sales. Should the County need additional copies of the Code,MCC will provide the desired number of copies at a discounted price. (13) COUNTY RETAINS REVENUE OF SUPPLEMENTS. County will be financially responsible for maintaining an inventory of Supplements,to be stored at MCC.Also,the County is entitled to 100% of the proceeds from the sale of all supplements as set forth in this Addendum. These funds will be credited to the County's account. a) Order Forms. MCC will prepare and print an order form that may be mailed to all potential subscribers of the new Code and Supplement Service, 2 b) Mailing Service_ MCC will mail copies of the future Supplements to those persons subscribing to the new Code and Supplement Service. The copies required for use by the County will be shipped as requested by the County. c) Billing Subscribers, MCC will bill subscribers to the Supplement Service on an annual basis. A listing of all current subscribers will be furnished prior to annual billing of the subscribers, d) Storage. All undistributed copies of the future Supplements will be stored by MCC, All risk of loss or damage to the Codes and Supplements so stored will be assumed by MCC. PART TWO ADDITIONAL SERVICES for CODE OF ORDINANCES (1) SAMPLE ORDINANCE SERVICE. Sample provisions of specific subjects will be furnished upon request. A sample index will be furnished for use in requesting the desired sample provisions. (2) REPRINTS. Looseleaf reprint pamphlets, which contain certain portions of the Code, including appropriate index pages,can be kept up-to-date at the same time the Code volume is supplemented. (3) LEGAL REVIEW. MCC offers,under the direction of the County Attorney,to review the entire Code on a chapter-by-chapter basis against current state statutes. The law editor will submit en editorial memorandum to the County Attorney outlining all recommendations for amending the Code to eliminate duplications, inconsistencies and obsolete provisions. MCC will work with the County Attorney in drafting proposed legislation,as deemed necessary. (4) UPDATE STATE LAW REFERENCES. In the event the County does not choose the option for a complete legal review of the Code,MCC offers to update and add state law references as a part of the editorial work. (5) CODE FURNISHED ELECTRONICALLY. The electronic Code can be furnished in a variety of electronic formats as described below. All formats will be updated through the most recently published ordinance in the printed Code. c) Folio BoursdVJEWS. This is a full text search engine that supports standard Boolean logic,phrase searching,proximity searching and word stemming to include word variations and synonyms in searches. Every word of the Code is electronically indexed so queries are performed on the entire Code. A powerful context-sensitive, on-line help system is included within Folio BoundVIEWS, though the software is sufficiently intuitive to use without consulting the help library. d) Code on the web. The Code may also be included on MCC's web site (www.municode.com). The site contains a collection of more than 1,400 local government Codes and is available to anyone with Internet access. All Codes on the 3 , site are integrated with Folio web search engine and amendments to the Code are incorporated as the book is updated. A link to the County's web site can also be provided. e) Word processing format. The master database of the Code can easily be converted into an RTF format that is useable in most of today's popular word processing formats,e.g.,WORD or WordPerfect. Alternatively,the Code can be provided in a generic text format such as ASCII or HTML. fj Code in Adobe PDF Format. MCC can provide the Code is PDF format. MCC will apply bookmarks for the chapters and,if available,the PDF version will contain a minor search tool. MCC may not be able to provide the County a search tool in certain instances. The County will need a copy of the Adobe Viewer(available for download for free from adobe.com). The PDF format matches the printed page and MCC provides a complete updated PDF each time the Code has been supplemented. Should the County desire to also receive just the Supplement, an additional update fee applies. There is no licensing that applies to this format, but there are not the search capabilities built into Adobe as there are in the above Folio product. g) Support and training. Telephone support for all of the above-mentioned programs is available during working hours by calling our toll-free number(800-262-CODE)_ Most problems are resolved in one call and this support is free of charge. Installing software is easily accomplished by the County IT staff, although MCC's support is available during installation, if needed. AU of the above-mentioned programs are very intuitive and typically do not require separate training,however,on-site training is available. (6) ELECTRONIC SUPPLEMENTATION, MCC can provide the Supplements electronically on a schedule to meet the County's needs,e.g.monthly or bimonthly. The County may choose to have printed copies of the Supplements published less frequently. The electronic media will reflect the entire Code as updated through the most recent Supplement. (7) NEW ORDINANCES on the WEB(N.O.W,). MCC can post your ordinances on the web between supplements so that anyone searching your Code will find the most current legislation. To view this service,go to the Collier County,FL Code of Ordinances-See"Ordinances Enacted/Not yet Codified"located at the bottom of the Table of Contents. Although your ordinances will be a part of your Code database,MCC will not edit the Code to include the new ordinances-we will simply post the ordinances in their original form. The Code on the Web is maintained through the supplement Service. Once ordinances posted through the N.O.W. service are included in a supplement to the Code,they will be removed from the web. If you would like ordinances incorporated into the electronic version of the Code more often than your printed Code is updated, please consider our Electronic Supplementation service. PART THREE PUBLICATION of UNIFIED DEVELOPMENT CODE(UDC) • 4 %.O (1) UDC FURNISHED BY COUNTY. MCC hereby offers to publish the UDC as of the date of any contract entered into pursuant to this agreement; provided that the County may forward to MCC all ordinances passed prior to or subsequent to said date for inclusion in the new UDC until notice is received that editorial work has been completed.We request the ordinances be furnished electronically(diskettes,e-mail, CD-ROM,etc.), though they may be furnished in printed form. (2) EDITORIAL WORK. The editorial work on the UDC will include the following: a) History Notes. A history note will be prepared for each section of the UDC. The note wilt indicate the source from which the section is derived. b) Chapter Analysis. Each chapter of the new UDC will be preceded by a detailed analysis listing the articles,divisions,and sections contained therein. c) Catchlines. Each section will be preceded by a catchline describing the content of the section. (3) INDEX. A comprehensive, legal and factual general index for the entire UDC will be prepared. All sections are indexed under major subjects with appropriate section citations. Columnar citations are used to enhance the ease of reference. (4) TABLES. The following Tables will be prepared for the new UDC: a) Table of Contents. This Table will list the chapters,articles or divisions of the UDC, with appropriate page numbers. b) Comparative Table. If feasible,prepare a Comparative Table,listing the ordinances included in the UDC,in chronological sequence and setting out the location of such ordinances in the UDC. (5) TYPESETTING AND PROOFS. After typesetting has been completed,MCC will submit one set of proofs to the County for review. The County may make word changes on the proofs without charge. However,the County will be charged for changes or deletions constituting more than one page of type. It shall be the duty of the County to return the proofs,with the changes indicated thereon,within forty- five(45)days from the date of their receipt, If proofs are not returned within forty-five(45)days and no notice to the contrary is received by MCC,it will be assumed that no changes are to be made. MCC will then proceed to print the UDC and no changes shall thereafter be allowed. Should the County request to review the proofs beyond forty-five(45)days but fails to return them within five(5)months,the contract balance shall become due and payable. Upon mutual agreement regarding time and compensation, MCC shall update the proofs with subsequent enactments before delivery of the printed UDC. MCC guarantees typographical correctness. Errors attributable to MCC will be corrected,consistent with the similar provision of Part One(6),throughout the term of the contract without charge to the County. MCC's liability for all services shall extend only to the correcting of errors in the UDC or future supplements, not to any acts or occurrences as a result of such errors and only so long as the contract is in effect- 5 Cr,O (6) TIME SCHEDULE. The following is an agreed upon time schedule in the preparation of the new UDC: a) Submission of proofs to County from receipt of material: no more than 60 days b) Delivery of the completed UDC to County: 4 weeks after return of proofs, but no later than September 24,2004,unless agreed to in writing by the County Attorney. The above time schedule provides for completion of the UDC within three(3)months,excluding time required for review of the proofs and any delays occasioned by the County. (7) PRINTING AND BINDING. When the County returns the proofs,MCC will proceed with printing and binding the UDC in accordance with the following: a) Copies. The number of copies desired by the County will be printed on 50 lb. white offset paper. b) Page format. MCC's page format is designed for consistency and readability.The page size will be consistent with the format chosen by the County: 8 V2 x 1 l inches, single column (sample attached). We provide two different page headers, chapter and LDC name,to allow better navigation within the LDC. We also provide ears to designate the section the page contains. Our page numbering allows for growth within the volume,as does our reserved chapter options. c) Type site. MCC will publish the UDC, ands all LDC supplements in ten-point type unless otherwise specified. Notice of such font change must be given prior to the completion of the editorial work so that the impact upon cost can be determined and discussed. d) Tables and graphics. Tables,drawings,designs,Algebra formulae,graphics,or other material that require special methods of reproduction or modification,will be charged as set out on the Quotation Sheet. MCC will require an electronic file of the tables and graphics included in the UDC and/or a clean printed copy. e) Binding, MCC will bind copies of the completed UDC in expandable post binders with slide lock fasteners. Covers will be imitation leather and available colors are black, burgundy,blue,or green,with gold lettering. Other binder choices are available(D-ring and three-ring). Cost may vary. Additional binders can be ordered at any time at the then-current prices. f) Separator tabs. MCC will furnish separator tab sheets(Mylar tabs,printed both sides) for the bound UDC. The tabs will reflect the major divisions or chapters of the UDC volume. (8) MCC AS TOTAL CODE ADMINISTRATOR CODE AND LDC COMPLETE VOLUMES. MCC maintains an inventory of the UDC for sale to the public,over and above the number specified in this agreement for County use. MCC is responsible for having available up-to-date copies of the County UDC for 6 purchase by future subscribers. MCC is responsible for marketing the UDC to existing or potential subscribers. All handling expenses and risk of future sales of the UDC will be incurred by MCC. MCC will set the sale price for the UDC,as approved by the County, but retains 100%of the proceeds from sales. Should the County need additional copies of the UDC,MCC will provide the desired number of copies at a discounted price. (9) COUNTY RETAINS REVENUE OF SUPPLEMENTS.County will be financially responsible for maintaining an inventory of Supplements,to be stored at MCC.Also,the County is entitled to 100%of the proceeds from the sale of all supplements as set forth in this contract. These funds will be credited to the County's account. a) Order Forms. MCC will prepare and print an order form that may be mailed to all potential subscribers of the new Code and Supplement Service. b) Mailing Service. MCC will mail copies of the future Supplements to those persons subscribing to the new Code and Supplement Service. The copies required for use by the County will be shipped as requested by the County. c) Billing Subscribers. MCC will bill subscribers to the Supplement Service on an annual basis. A listing of all current subscribers will be furnished prior to annual billing of the subscribers, d) Storage. All undistributed copies of the Code and future Supplements will be stored by MCC. All risk of loss or damage to the Codes and Supplements so stored will be assumed by MCC. (9) UDC FURNISHED ELECTRONICALLY. The UDC can be furnished in a variety of electronic formats as described below. All formats will be updated through the most recently published ordinance in the printed UDC. b) Folio BoundVIEWS. This is a full text search engine that supports standard Boolean logic,phrase searching,proximity searching and word stemming to include word variations and synonyms in searches, Every word of the UDC is electronically indexed so queries are performed on the entire UDC. A powerful context-sensitive, on-line help system is included within Folio BoundVIEWS, though the software is sufficiently intuitive to use without consulting the help library. c) UDC on the web, The UDC may also be included on MCC's web site (www.municode.com). The site contains a collection of more than 1,400 local government Codes and is available to anyone with Internet access. All Codes on the site are integrated with Folio web search engine and amendments to the Code are incorporated as the book is updated. A link to the County's web site can also be provided. d) Word processing format The master database of the UDC can easily be converted into an RTF format that is useable in most of today's popular word processing 7 ((a formats,e.g.,WORD or WordPerfect. Alternatively,the UDC can be provided in a generic text format such as ASCII or HTML. e) UDC in Adobe PDF Format. MCC can provide the UDC in PDF format. MCC will apply bookmarks for the chapters and,if available,the PDF version will contain a minor starch tool. MCC may not be able to provide the County a search tool in certain instances. The County will need a copy of the Adobe Viewer(available for download for free from adobe.com), The PDF format matches the printed page and MCC provides a complete updated PDF each time the UDC has been supplemented. Should the County desire to also receive just the Supplement,an additional update fee applies. There is no licensing that applies to this format, but there are not the search capabilities built into Adobe as there are in the above Folio product. f) Support and training: Telephone support for all of the above-mentioned programs is available during working hours by calling our toll-free number(800-262-CODE). Most problems are resolved in one call and this support is free of charge. Installing software is easily accomplished by the County TT staff,although MCC's support is available during installation, if needed. All of the above-mentioned programs are very intuitive and typically do not require separate training,however,on-site training is available. A written quotation will be provided upon request. PART FOUR SUPPLEMENT SERVICE for LAND DEVELOPMENT CODE (1) ORDINANCES TO BE FURNISHED BY COUNTY, The County shall forward to MCC copies of the ordinances upon final enactment by the County. We request that the ordinances be furnished electronically and have established a special e-mail address (ordstiOrounicode.com) to receive e-mailed ordinances, Printed copies are accepted. (2) SCHEDULE. After shipment of the new UDC,MCC will keep the LDC up-to-date by the publication of Supplements that will contain the new ordinances of a general and permanent nature enacted by the governing body. The Supplements can be published on a schedule to meet the requirements of the County. The County's current supplement schedule for the LDC is January and July. A minimum of thirty (30) working days will be required for delivery of a Supplement (3) EDITORIAL SCRUTINY. A member of MCC's editorial staff will study new ordinances in conjunction with the existing provisions of the UDC. Pages of the UDC containing provisions that are specifically repealed or amended by ordinance shall be reprinted to remove such repealed or amended provisions and to insert the new ordinances. Should MCC detect conflicts,inconsistencies or duplications in the UDC as the new ordinances are included,the County will be notified so that remedial action may be taken. (4) EDITORIAL NOTES. Appropriate editorial notes will be prepared and appended as deemed necessary by MCC. 8 �v� (5) PROOFS. After typesetting has been completed, MCC will submit one set of proofs to the County for review, The County will return the proofs with the changes indicated thereon within fifteen(15)days from the date of their receipt. Please remember that proofs could delay the printing of the final product. MCC will be responsible for proofreading and typographical correctness. Errors attributable to MCC will be corrected throughout the term of the contract, without charge to the County, MCC's liability for all services shall extend only to the correcting of errors in the supplements,not to any acts or occurrences as a result of such errors,and only so long as a contract is in effect, (6) INDEX AND TABLES. When the inclusion of new material necessitates changes in the index,appropriate entries will be prepared and the necessary pages of the index will be printed or reprinted to include the new entries, The Comparative and State Law Reference Tables will be kept up-to-date to reflect the new ordinances and state law citations,if any,included in each Supplement. The Table of Contents will also be kept current to reflect changes in the LDC. (7) INSTRUCTION SHEET, Each Supplement will contain a page of instructions for removal of the obsolete pages and insertion of the new pages. The latest ordinance included in the published Supplement will be noted in boldface type on the Instruction Sheet. (8) CRECIO.IST. A checklist of up-to-date pages will be prepared and kept current for the benefit of the user. The checklist of up-to-date pages will allow instant determination of whether the user is relying on a page reflecting current ordinances, (10) GRAPHICS. Should the Supplement contain tables,drawings or graphics for which special methods of reproduction or modification are required,the costs will be as set out on the Quotation Sheet. (10) SHIPMENT. Supplements will be shipped to the County for distribution to the holders of the LDC. PART FIVE ADDITIONAL SERVICES for LAND DEVELOPMENT CODE (1) REPRINTS. Looseleaf reprint pamphlets, which contain certain portions of the LDC, including appropriate index pages,can be kept up-to-date at the same time the LDC volume is supplemented. (2) ELECTRONIC SUPPLEMENTATION. MCC can provide the Supplements electronically on a schedule to meet the County's needs,e.g.monthly or bimonthly. The County may choose to have printed copies of the Supplements published less frequently. The electronic media will reflect the entire LDC as updated through the most recent Supplement. 9 Ca (3) NEW ORDINANCES on the WEB(N.O.W.). MCC can post your ordinances on the web between supplements so that anyone searching your LDC will find the most current legislation. To view this service,go to the Collier County,FL Code of Ordinances-See"Ordinances Enacted/Not yet Codified"located at the bottom of the Table of Contents. Although your ordinances will be a part of your LDC database,MCC will not edit the LDC to include the new ordinances-we will simply post the ordinances in their original form. The LDC on the Web is maintained through the supplement Service. Once ordinances posted through the N.O.W.service are included in a supplement to the LDC, they will be removed from the web. If you would like ordinances incorporated into the electronic version of the LDC more often than your printed LDC is updated,please consider our Electronic Supplementation service. 10 QUOTATION SHEET PART ONE-SUPPLEMENT SERVICE—CODE OF ORDINANCES (1) Annual fee for Supplements None (2) Number of copies 104 (3) Cost per page' $22.25 (4) Page format 81/z x 11 inches,double column (5) Tables and graphics,additional charge each1 $10 (b) Distribution and Storage of Codes and Supplements: MCC as Total Code Administrator for Code Volume a) County orders a minimum of 150 hard copies and MCC will have total responsibility for printing copies for sale to the public. b) There would be no cost incurred or liability to the County for the expenses involved in furnishing copies of the Code to the public, County Retains Revenue of Supplements: a) Printing order forms no charge b) Mailing of Codes and Supplements $3 per mailing,plus cost of postage; (charges passed to subscriber) c) Billing of subscribers for Code and/or L,00seleaf Supplement Service $5 per subscriber; (chorus pa�sgd to subscriber) d) Storage of Supplements no charge (7) State sales tax, if applicable. PART TWO-ADDITIONAL SERVICES—CODE OF ORDINANCES AND LDC (I) Sample Ordinance Service: a) Up to 100 pages,per annum $250 b) Over 100 pages,per page $0.50 (2) Reprints Quotation upon request 'A page is defined as the area on one side of a sheet. A sheet contains two(2)pages, "If a graphic is larger than one page,then the charge is per page 11 r you (3) Legal Review of Code,per hour $150 Drafting charges will be based on the same hourly rate. (4) Updating state law references Quotation upon request (5) Electronic Code and LDC: a. Code and LDC integrated with Folio BoundVIEWS: i, County Department $2,0Q0 IL Mobile Site Licence $3,000 b, Code on the Internet,per year $300 (includes up to four updates) c. LDC on the Internet,per year $300 (includes up to four updates) d. Code formatted for word processing $175 e. Code in Adobe PDF format,includes the search function, if available $495 f. One set of updated electronic media, per Supplement $75 (cost in addition to regular Supplement per page charge) g. Additional sets of updated electronic media, per set $75 (6) ELEL FRONIC SUPPLEMENTATION(Costs include punted supplements on a semiannual or annual basis) a) Quarterly or bimonthly schedule,cost per page: 81/a x 11 inches,double column $22.25 b) Monthly schedule, cost per page, 8 V2 x 11 inches,double column $27.25 (7) NEW ORDINANCES on the WEB(N.O.W.)1 a) Cost per ordinance, posted within 5 working days $15 b) Cost per ordinance,posted within 2 working days $25 PAYMENT FOR SUPPLEMENT SERVICE OF CODE (1) Payment will be due upon receipt of invoice. Supplements will be invoiced when shipped. (2) Freight charges will be prepaid and invoiced at the time of final billing. PART THREE—PUBLICATION OF UDC (1) Base cost,includes $16,200 a) Editorial work t Minimum S50 per posting. 12 b) Tables c) Typesetting and proofs d) Indexing e) Printing and binding i_ Number of copies 100 ii. Number of binders 100 iii. Number of sets of special order tabs 100 iv. Estimated pages' 8 1/2 x 11 inches, single column 1,350 Base cost does not include: f) Pages in excess or less than those listed above will be billed as follows: i. S'/:x 11 inches, single column $12 ii. 8 1 x 11 inches,double column $16 g)Graphics, additional charge each $10 h) Freight charges (invoiced upon shipment) Prepaid i) State sales tax,if applicable (3) Distribution and Storage of UDC and Supplements: MCC as Total Code Administrator for LDC a) County orders a minimum of 150 hard copies and MCC will have total responsibility for printing copies for sale to the public. b) There would be no cost incurred or liability to the County for the expenses involved in furnishing copies of the Code to the public. County Retains Revenue of Supplements: a) Printing order forms no charge b) Mailing of Codes and Supplements $3 per mailing,plus cost of postage; (charges passed to subscriber) c) Billing of subscribers for Code and/or Looseleaf Supplement Service $5 per subscriber; (charges passel to subscriber). d) Storage of Supplements no charge (4) Electronic UDC: Included under Part 11(5)of Code Supplement Quotation—Additional Services t A page is defined as the area on one side of a sheet of paper. A sheet contains two(2)pages. 2 Ha graphic is larger than one page,the charge is then per page. lA page is defined as the area on one side of a sheet. A sheet contains two(2)pages. 1 Per page rate will be 819 for 8 Vs x 11 inches,single column and$22.25 for 8 1/2 x 11 inches,double column for 100 copies, there will be an addition of$0.50 per page for each additional 50 copies. 13 yt�0 PART FOUR—SUPPLEMENTATION SERVICE FOR LDC (1) Annual fee for Supplements None (2) Number of copies 100 (3) Cost per page' i. 8 '/x 11 inches, single column $19.003 ii. 8 Eh x 11 inces, double column $22.25 (4) Tables and graphics,additional charge each6 $10 (5) State sales tax,if applicable PART FIVE—ADDITIONAL SERVICES FOR LDC (1) Reprints Quotation upon request (2) ELECTRONIC SUPPLEMENTATION(Costs include printed supplements on a semiannual or annual basis) a) Quarterly or bimonthly schedule, cost per page: i. 81 x 11 inches,single column $19 ii. 8 V x 11 inches,double column $22.25 b) Monthly schedule,cost per page: i. 81/2 x 11 inches, single column $24 ii. 8 'g x 11 inches,double column $27.25 (3) NEW ORDINANCES on the WEB (N.O.W.)2 a) Cost per ordinance,posted within 5 working days $15 b) Cost per ordinance,posted within 2 working days $25 PAYMENT FOR PUBLICATION OF UDC (1) Upon signing of the contract $6,840 (2) Upon receipt of proofs $5,670 (3) Balance upon delivery of UDC. (4) Payment for the Supplement Service will be due upon receipt of an invoice. Supplements will be invoiced when shipped. (5) Freight charges will be prepaid and invoiced at time of final billing. This proposal shall be valid for a period of ninety(90)days from the data appearing below. 2 Minimum$50 per pasting. 14 Submitted by: MUNICIPAL CODE CORPORATION OtV Witness President/CEO 4Ir101" \.z.4 i►s t� x. Date Accepted by: ATTEST: BOARD OF COUNTY COMMISSONERS OF COLLIER COUNTY,FLORIDA DWIGHTN.F. CLERK By: � � /t l�G�•� _ •• ©,. DONNA FIALA,CHAIRMAN By: G /}' u'e(►. ': 1 , ,c. �. gttitt Iiir ',C� r7dh S sitirtature APpr ,.d as to f t1i aeil't ufficiency: ' (f. t ' �% w& ij Patrick G. White Assistant County Attorney 15 \v1� municode CONNECTING YOU S YOUR COMMUNITY ADDENDUM NO. 2 TO RECODIFICATION AGREEMENT OF SEPTEMBER 22, 1992 August 22, 2018 Ms. Deborah Allen Legal Office Administrator County of Collier 3299 Tamiami Trail East Suite 800 Naples, FL 34112 Via email: DebbieAllenacolliergov.net Ms. Allen: On September 22, 1992, an Agreement was executed between the County of Collier, Florida and Municipal Code Corporation (Municode) for the recodification of the County's ordinances, On September 21, 2004 Addendum No 1 to the 1992 Agreement was executed to include the publication of the County's Land Development Code (LOC) to the professional codification services provided by Municode, The purpose of this Addendum (No. 2) to the Recodification Agreement of September 22, 1992 is to revise the contract pricing to include Municode's annual Administrative Support Fee of $500, which was introduced in 2017 for the reasons outlined in the notification letter on the following pages. This fee represents our first overall price increase in over 12 years and is invoiced annually each June, beginning in June of 2018. Please note that although the County retains separate accounts for the Code of Ordinances and the LDC, this annual fee is applied to the Code of Ordinances account only. Furthermore, although the fee was originally invoiced to all Municode clients in October of 2017, as stated on the notification letter, the ASF fee was waived for the County in 2017. All other provisions and prices remain as currently established. If this Addendum is agreeable to the County, kindly return a signed copy via email. If you have any questions or need additional information, please let us know. Sincerely, Steffanie Rasmussen Vice President of Client Services 800- -2633 ext. 1148 Attest: Accepted by Count f C et Flori CRYSTAL I .'K'LNZEL, CLERK • Signature: 1 ` OeputyC...rk �) Printed Name/Title: \Y C\ c \i5 C.. �� ina Alto t.a8 to C#a an'S Approve r rm and haiity Date: C\V\V Jeffrey A. Ki zk w, County Attorney- 1 • EXHIBIT B - ARTICLES OF CONVERSION ARTICLES OF CONVERSION OF MIJNICIPAI. CODE CORI'ORA•I'IO,N a Florida corporation INTO i1•IUNICODE LLC a Delaware limited liability company Pursuant to the provisions of Florida 13usiness Corporation Act (the "Act''), MUNICIPAL CODE CORPORATION, a Florida corporation. hereby files these Articles of' Conversion providing as follows: I. Converting Entity, The name of' the converting entity is Municipal Code Corporation, a Florida corporation (the "Converting Entity"). 2. Resulting Entity. The name of the resulting entity is Municodc 1.1.C. a Delaware limited liability company (the "Resulting Entity"). The organization and internal affairs of the Resulting Entity are governed by the laws of the State of Delaware. 3. Adoption of Plan of Conversion. The Plan of Conversion for the Converting Entity was approved and adopted by the board of directors and the sole voting shareholder of the Converting Entity by written consent effective as of the date hereof. The Plan of Conversion has been approved in accordance with the applicable provisions of the Act. 4. Conversion. The Converting Entity shall be converted into the Resulting Entity by the filing of the (a) Certificate of Conversion (the '`Certificate of Conversion") and (b) Certificate of Formation (the "Certificate of Formation") with the Delaware Secretary of State. r\ copy of the Certificate of Conversion is attached as Exhibit A and a copy of the Certificate of Formation is attached as Exhibit 13. S. Effective Time. 'f'he conversion of the Converting Entity into the Resulting Entity in accordance with the Plan of Conversion is to become effective as of August 20, 2021 . ti :•ins 'SIGNATURE. PAGE TO FOLLOW ' I • IN WITNESS WHEREOF, these Articles of Conversion have been duly executed as of the date First written above. CONVERTING ENTITY: MUNICIPAL. CODE CORPORATION, a Florida corporation By: it a —� Name: William E. Grant Title: President 0 _tr� ry ,.c--. • r..rn E + . CD a • •r; r _ - ..may .17 (_ ) [Signature Page to the Articles of Conversion—Municipal Code Corporation] r„ EXIIIIIIT A Certificate of Conversion (see attached) rrl 7,- • :7 1 • CA) r tsP • STATE OF DELAWARE CERTIFICATE OF CONVERSION FROM A FLORIDA CORPORATION TO A DELAWARE LIMITED LIABILITY COMPANY PURSUANT TO SECTION 18-214 OF THE LIMITED LIABILITY ACT I.) The jurisdiction where the corporation was first formed is Florida. 2.) '1'he jurisdiction immediately prior to filing this Certificate is Florida. 3.) The date the corporation was First formed is March 22, 195 1_ 4.) The name of the corporation immediately prior to filing this Certificate is Municipal Code Corporation. 5.) The name of the limited liability company as set Forth in the Certificate of Formation is Municode I.I.C. r f.1 1� r--ri ;� amt." cp r IN WITNESS WHEREOF, the undersigned has executed this Certificate on the r 20th day of August, 202 I. By: \ LäC .6.1-: "' . --.' \N--- Nairne: A. Lawton Lanford Title: Authorized Perso cf. N •,>--+, t,") .r".. . i. ; O :. 71 r r. 44.,. _.t-ri CJ i I 1 CO[Signature Page to DE Certificate of Conversion] Certificate of'Formation (see attached) r•-•., e i —711 • —% -7- 777. res•-• 4_0 ni C.) STATE of DELAWARE LIMITED LIABILITY COMPANY CERTIFICATE of FORMATION First: The name of the limited liability company is Municodc LLC. Second: The address of its registered office in the State of Delaware is 251 Little Falls Drive, New Castle County, Wilmington, DE 19808. The name of its registered agent at such address is Corporation Service Company. In Witness Whereof, the undersigned has executed this Certificate of Formation this 20th clay of August, 2021 . By: Name: A. Lawton Um 'ford Title: Authorized P r n 771 J>c7 - r, n - :"== .� U 'T. 'r' to 0 •-i i'•l 4J vN©. EXHIBIT C - OWNERSHIP LETTER C p CIVICPLUS HET PING COMMUNITIES ENGAGE&INTERACT To whom it may concern: On August 24, 2021, CivicPlus, LLC wholly acquired all interest in and ownership of Municode, LLC, f/k/a Municode, Inc. Currently,Municode,LLC is a wholly owned subsidiary of CivicPlus, LLC. At any time, CivicPlus may have all Municode current contracts and any outstanding proposals or quotes, including those with the customers, assigned to CivicPlus wherein CivicPlus shall inherit all rights and obligations in such documents. If you have any questions, please feel free to reach out to legal@civicplus.com. Sincerely, • ci4cD4 Jennifer Dasenbrock In-House Legal Counsel • CivicPlus CORPORATE OFFICE 302 South 4th Street,Suite 500 Manhattan,KS 66502 888.228.2233+FAX 785.587.8951 +CivicPlus.c m E.0) ' 1 Page 1 of 1 A`ORD® CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY) 01/31/2023 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Willis Towers Watson Certificate Center NAME: Willis Towers Watson Northeast, Inc. PHONE 1-877-945-7378 FAX 1-888-467-2378 c/o 26 Century Blvd (A/C.No.Ext): _ (A/C,No): E-MAIL P.O. Box 305191 ADDRESS: certificates@willis.com Nashville, TN 372305191 USA INSURER(S)AFFORDING COVERAGE NAIC# INSURER A: Great Northern Insurance Company 20303 INSURED INSURER B: Federal Insurance Company 20281 CivicPlus, LLC - 302 S 4th St, Ste. 500 INSURER C: Manhattan, KS 66502 INSURER D: INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: W28001116 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. -- INSR TYPE OF INSURANCE ADDL SUER POLICY EFF POLICY EXP LTR INSD WVD POLICY NUMBER (MM/DDM'YY) (MM/DD/YYYY) LIMITS X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 2,000,000 DAMAGE TO RENTED CLAIMS-MADE X OCCUR PREMISES(Ea occurrence) $ 2,000,000 A MED EXP(Any one person) $ 10,000 Y 36025312 05/17/2022 05/17/2023 PERSONAL&ADV INJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 X POLICY PRO LOC 2,000,000 PRO- JECT PRODUCTS-COMP/OPAGG $ OTHER: $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT (Ea accident) $ 1,000,000 X ANY AUTO BODILY INJURY(Per person) $ B OWNED SCHEDULED Y 7358-87-92 05/17/2022 05/17/2023 BODILY INJURY AUTOS ONLY AUTOS (Per accident) $ HIRED NON-OWNED PROPERTY DAMAGE AUTOS ONLY AUTOS ONLY (Per accident) $ UMBRELLALIAB X OCCUR EACH OCCURRENCE $ 5,000,000 B X EXCESSLIAB CLAIMS-MADE 7989-49-14 05/17/2022 05/17/2023 AGGREGATE $ 5,000,000 DED X RETENTION$ 0 $ WORKERS COMPENSATION X PER OTH- AND EMPLOYERS'LIABILITY Y/N STATUTE ER a ANYPROPRIETOR/PARTNER/EXECUTIVE E.L. OFFICER/MEMBEREXCLUDED? N/A (23) 7174-92-49 05/17/2022 05/17/2023 .L.EACH ACCIDENT $ (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ 1,000,000 If yes,describe under 1,000,000 DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) For any and all work performed on behalf of Collier County. Collier County Board of County Commissioners is included as an Additional Insured as respects to General Liability and Auto Liability. General Liability and Auto Liability policies shall be Primary and Non-Contributory with any other insurance in force for or which may be purchased by Additional Insured. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE Collier County Board of Commissioners 3295 Tamiami Trail E. 'y;_ Naples, FL 34112 United States ©1988-2016 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD SR IS: 23690182 BATCH: 2833783 C H U B Bm Liability Insurance Endorsement Policy Period MAY 17,2022 TO MAY 17,2023 Effective Date MAY 17,2022 Policy Number 3602-53-12 TPA Insured CIVICPLUS,LLC Name of Company VIGILANT INSURANCE COMPANY Date Issued JULY 1,2022 This Endorsement applies to the following forms: GENERAL LIABILITY Under Who Is An Insured,the following provision is added. Who Is An Insured Additional Insured- Persons or organizations shown in the Schedule are insureds;but they are insureds only if you are Scheduled Person obligated pursuant to a contract or agreement to provide them with such insurance as is afforded by Or Organization this policy. However,the person or organization is an insured only: • if and then only to the extent the person or organization is described in the Schedule; • to the extent such contract or agreement requires the person or organization to be afforded status as an insured; • for activities that did not occur,in whole or in part,before the execution of the contract or agreement;and • with respect to damages,loss,cost or expense for injury or damage to which this insurance applies. No person or organization is an insured under this provision: • that is more specifically identified under any other provision of the Who Is An Insured section(regardless of any limitation applicable thereto). • with respect to any assumption of liability(of another person or organization)by them in a contract or agreement.This limitation does not apply to the liability for damages,loss,cost or expense for injury or damage,to which this insurance applies,that the person or organization would have in the absence of such contract or agreement. Liability Insurance Additional Insured-Scheduled Person Or Organization continued Form 80-02-2367(Rev.5-07) Endorsement Page 1 CHUBB° Liability Endorsement (continued) Under Conditions,the following provision is added to the condition titled Other Insurance. Conditions Other Insurance— If you are obligated,pursuant to a contract or agreement,to provide the person or organization Primary,Noncontributory shown in the Schedule with primary insurance such as is afforded by this policy,then in such case Insurance—Scheduled this insurance is primary and we will not seek contribution from insurance available to such person Person Or Organization or organization. Schedule PERSONS OR ORGANIZATIONS THAT YOU ARE OBLIGATED,PURSUANT TO A CONTRACT OR AGREEMENT,TO PROVIDE WITH SUCH INSURANCE AS IS AFFORDED BY THIS POLICY. All other terms and conditions remain unchanged. Authorized Representative Q oY 'ia Liability Insurance Additional Insured-Scheduled Person Or Organization last page Form 80-02 2367(Rev.5-07) Endorsement Page 2