Backup Documents 03/12/2024 Item #16F11b ORIGINAL DOCUMENTS CHECKLIST & ROUTING SLIP RECEIVED
TO ACCOMPANY ALL ORIGINAL DOCUMENTS SENT TO MAR 12 2024
THE BOARD OF COUNTY COMMISSIONERS OFFICE FOR SIGNATURE
Print on pink paper. Attach to original document. The completed routing slip and original documents are to be forwarded to the County Attorney
Office at the time the item is placed on the agenda. All completed routing slips and original documents must be received in the County Management
Office no later than Monday preceding the Board meeting.
**NEW** ROUTING SLIP F 1 1
Complete routing lines#1 through#2 as appropriate for additional signatures,dates,and/or information needed. If the document is already complete with
the exception of the Chairman's signature,draw a line through routing lines#1 through#2,complete the checklist,and forward to the County Attorney Office.
Route to Addressee(s) (List in routing order) Office Initials Date
1. Risk Risk Management / 3/I Z/Z4
2. County Attorney's Office County Attorney Office U" I i! 1
4. BCC Office Board of County
Commissioners a 6,jf7'f5/ ?//`/l2Y
4. Minutes and Records Clerk of Court's Office '^ F (y aq
5. Procurement Services Procurement Services
PRIMARY CONTACT INFORMATION
Normally the primary contact is the person who created/prepared the Executive Summary. Primary contact information is needed in the event
one of the addressees above may need to contact staff for additional or missing information.
Name of Primary Staff Vanessa Diaz/Procurement Contact Information 239-252-8947
Contact/Department
Agenda Date Item was March 12,2024 Agenda Item Number 16.F.11.1,
Approved by the BCC
Type of Document Agreement Number of Original 1
Attached Documents Attached
PO number or account N/A 23-8133 CivicPlus,LLC
number if document is CivicPlus, LLC
to be recorded
INSTRUCTIONS & CHECKLIST
Initial the Yes column or mark"N/A"in the Not Applicable column,whichever is Yes N/A(Not
appropriate. (Initial) Applicable)
1. Does the document require the chairman's original signature STAMP OK N/A
2. Does the document need to be sent to another agency for additional signatures? If yes, N/A
provide the Contact Information(Name;Agency;Address;Phone)on an attached sheet.
3. Original document has been signed/initialed for legal sufficiency. (All documents to be VD
signed by the Chairman,with the exception of most letters,must be reviewed and signed
by the Office of the County Attorney.
4. All handwritten strike-throughs and revisions have been initialed by the County Attorney's N/A
Office and all other parties except the BCC Chairman and the Clerk to the Board
5. The Chairman's signature line date has been entered as the date of BCC approval of the VD
document or the final negotiated contract date whichever is applicable.
6. "Sign here"tabs are placed on the appropriate pages indicating where the Chairman's VD
signature and initials are required.
7. In most cases(some contracts are an exception),the original document and this routing slip N/A
should be provided to the County Attorney's Office at the time the item is input into SIRE.
Some documents are time-sensitive and require forwarding to Tallahassee within a certain
time frame or the BCC's actions are nullified. Be aware of your deadlines!
8. The document was approved by the BCC on March 12,2024 and all changes made N/A is not
during the meeting have been incorporated in the attached document. The County spin& an option for
Attorney's Office has reviewed the changes,if applicable. this line.
9. Initials of attorney verifying that the attached document is the version approved by the N/A is not
BCC,all changes directed by the BCC have been made,and the document is ready for the q-(inr9 an option for
Chairman's signature. this line.
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COLLIER COUNTY AGREEMENT #23-8133
FOR
"AGENDA MANAGEMENT SOFTWARE"
BETWEEN
COLLIER COUNTY
AND
Civic Plus, LLC
EFFECTIVE DATE:
March 121202y
ATTACHED:
CivicPlus Master Services Agreement with:
Exhibit A—Agenda Meetings and Management
(CivicClerk and Municode Meetings) Terms
Exhibit B —Collier County Additional Terms and Conditions
Exhibit C—Statement of Work& Fee Schedule
Department/Division Name:
County Manager's Office
Naples, Florida 34112
Contract Administrator:
Geoffrey Willig
Telephone: 239-252-8383
E-Mail: Geoffrey.willig@colliercountyfl.gov
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CivicPlus Master Services Agreement
This Master Services Agreement (this "Agreement") governs all Statements of Work ("SOW") entered into by and
between CivicPlus, LLC ("CivicPlus"), whose address is 302 South 4th St., Suite 500, Manhattan, KS 66502
and Agreement governs the use and provision of any Services purchased by Collier County,a political subdivision of the
State of Florida("Customer").Customer,as described in any signed SOW,and the effective date of this Agreement shall
commence on the date of signature of the SOW("Effective Date").If a SOW has not been executed,then the Effective Date
shall be determined as the start date of implementation of any software solution by CivicPlus for Customer.CivicPlus and
Customer referred to herein individually as"Party"and jointly as"Parties".
Recitals
I. WHEREAS, CivicPlus is engaged in the business of developing and providing access to proprietary community
engagement and government content, workflow, and general management software solutions, platforms and associated
services(the"Services");and
II. WHEREAS, Customer wishes to engage CivicPlus for the procurement of the Services and/or receive a license
subscription for the ongoing use of the Services,as set forth in the SOW;
NOW,THEREFORE,Customer and CivicPlus agree as follows:
Agreement
Term & Termination
1. This Agreement shall commence on the Effective Date and shall remain in full force for five (5)years from Collier
County's Board approval. The Customer may, at its discretion and with the consent of CivicPlus renew the Agreement
under all of the terms and conditions contained in this Agreement for five(5)additional one(1)year periods.The County
shall give CivicPlus written notice of the Customer's intention to renew the Agreement term prior to the end of the
Agreement term then in effect.
Any SOW issued during the term of the agreement will survive and be in effect between CivicPlus and Customer, or
Services are being provided by CivicPlus to Customer, unless terminated in accordance with this §1 or as otherwise
provided in this Agreement(the "Term"). Either Party may terminate this Agreement or any SOW as set forth in such
SOW,or at its discretion,effective immediately upon written notice to the other Party,if the other Party materially breaches
any provision of this Agreement and does not substantially cure the breach within sixty(60)days after receiving notice of
such breach.A delinquent Customer account remaining past due for longer than 90 days is a material breach by Customer
and is grounds for CivicPlus termination. CivicPlus reserves the right to withhold,remove and/or discard Customer Data
without notice for any breach, including,without limitation,Customer's non-payment. Upon termination for Customer's
breach, Customer's right to access or use Customer Data immediately ceases, and CivicPlus shall have no obligation to
maintain or forward any Customer Data.
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2. Upon termination of this Agreement or any SOW for any reason,(a)the licenses granted for such relevant SOW by
§11 below will terminate and Customer shall cease all use of the CivicPlus Property and Services associated with the
terminated SOW and (b) any amounts owed to CivicPlus for work performed prior to termination shall immediately
become due in full and payable. If Customer has paid in advance for the Services, and this Agreement terminates due to
material breach of this Agreement by CivicPlus,CivicPlus shall refund Customer a prorated amount of any amount already
paid. Upon termination by Customer for convenience or due to material breach by Customer, in addition to any remedy
provided in this Agreement or provided in law or equity, CivicPlus shall be entitled to retain any amounts already paid,
for work already provided. Sections 7, 8, 10, 14, 15, 18,32-34,40, and 42 will survive any expiration or termination of
this Agreement.
3. At any time during the Term,CivicPlus may, immediately upon notice to Customer, suspend Customer and any of
its Users access to any Service due to a threat to the technical security or technical integrity of the Services.
4. Further the County may terminate this Agreement for convenience with a thirty(30)day written notice.
Invoicing & Payment Terms
5. Customer will pay the amounts owed to CivicPlus for the development and implementation of the Customer's
Services, as defined in the SOW ("Project Development"), subscription and licensing, and annual hosting, support and
maintenance services("Annual Recurring Services")in accordance with the payment schedule set forth on the applicable
SOW. Invoices shall be sent electronically to the individual/entity designated in the SOW's contact sheet that is required
to be filled out and submitted by Customer(the"Contact Sheet"). Customer shall provide accurate,current and complete
information of Customer's legal business name, address, email address, and phone number in the Contact Sheet upon
submission of a signed SOW. Customer will maintain and promptly update the Contact Sheet information if it should
change.Upon Customer's request,CivicPlus will mail hard-copy invoices for a$5.00 convenience fee to be added to the
mailed invoice.
6. Each SOW will state the amount of days from date of invoice payment is due. Payments are due upon receipt of a
proper invoice and in compliance with Chapter 218, Fla. Stats., otherwise known as the "Local Government Prompt
Payment Act."Any late interest fees shall be pursuant to Section §218.74,Fla. Stat. If the Customer's account exceeds 60
days past due,support will be discontinued until the Customer's account is made current.If the Customer's account exceeds
90 days past due, CivicPlus may suspend in progress Project Development and Annual Recurring Services will be
discontinued, and the Customer will no longer have access to the Services until the Customer's account is made current.
Customer will be given 15 days'notice prior to discontinuation of Services for non-payment.
7. During the performance of Project Development, if Customer requests a change that requires repeated efforts to
previously approved work product and such change causes CivicPlus to incur additional expenses(i.e.airline change fees,
resource hours, consultant fees, Customer does not show up for scheduled meetings or trainings), Customer agrees to
reimburse CivicPlus for such additional expenses. CivicPlus shall notify Customer prior to incurring such expenses and
shall only incur those expenses which are approved by Customer. Travel expenses shall be reimbursed as per Section
§112.061,Fla. Stat.and must be pre-approved in writing by the County.
Ownership & Content Responsibility
8. Upon full and complete payment of amounts owed for Project Development under the applicable SOW, Customer
will own any website graphic designs, Services content, module content, importable/exportable data, and archived
information ("Customer Content") created by CivicPlus on behalf of Customer pursuant to this Agreement. "Customer
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Content"also includes,without limitation,any elements of text,graphics,images,photos,audio,video,designs,artworks,
logos, trademarks, services marks, and other materials or content which Customer provides to CivicPlus for processing,
transmission, storage,or inputs into any website,software or module in connection with any Services. Customer Content
excludes any content in the public domain and any content owned or licensed by CivicPlus,whether in connection with
providing Services or otherwise.
9. Upon completion of the Project Development,Customer will take over the management and control of the Services
and Customer will assume full responsibility for Customer Content maintenance and administration. Customer, not
CivicPlus, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and
intellectual property ownership or right to use of all Customer Content. Customer hereby grants CivicPlus a worldwide,
non-exclusive right and license to reproduce, distribute and display the Customer Content as necessary to provide the
Services. Customer represents and warrants that Customer owns all Customer Content or that Customer has permission
from the rightful owner to use each of the elements of Customer Content and that Customer has all rights necessary for
CivicPlus to use the Customer Content in connection with providing the Services. Customer agrees that CivicPlus shall
not be responsible or liable for the content of messages created by Customer or by Customer's Users or end-users who
access Service.Notwithstanding the foregoing,CivicPlus retains the right,but not the obligation,to remove any Customer
Content that is libelous,harassing, abusive, fraudulent, defamatory, excessively profane, obscene, abusive,hate related,
violent,harmful to minors, that advocates racial or ethnic intolerance,intended to advocate or advance computer hacking
or cracking,or other material,products or services that violate or encourage conduct that would violate any laws or third-
party rights.
10. At any time during the term ofthe applicable SOW,Customer will have the ability to download the Customer Content
and export the data that is processed through the Services("Customer Data").Customer may request CivicPlus to perform
the export of Customer Data and provide the Customer Data to Customer in a commonly used format, at any time, for a
fee to be quoted at time of request and approved by Customer. Upon termination of the applicable SOW for any reason,
whether or not Customer has retrieved or requested the Customer Data, CivicPlus reserves the right to permanently and
defmitively delete the Customer Content and Customer Data held in the Services thirty(30)days following termination of
the applicable SOW.During the thirty(30)day period following termination of the SOW,regardless of the reason for its
termination,Customer will not have access to the Services.
11. Intellectual Property in the software or other original works created by or licensed to CivicPlus,including all software
source code,documents,and materials used in performing the Services("CivicPlus Property")will remain the property of
CivicPlus. CivicPlus Property specifically excludes Customer Content. Customer shall not (i) license, sublicense, sell,
resell,reproduce,transfer, assign, distribute or otherwise commercially exploit or make available to any third party any
CivicPlus Property in any way, except as specifically provided in the applicable SOW; (ii) adapt, alter, modify or make
derivative works based upon any CivicPlus Property; (iii) create internet "links" to the CivicPlus Property software or
"frame"or"mirror"any CivicPlus Property administrative access on any other server or wireless or internet-based device
that may allow third party entities,other than Customer,to use the Services;(iv)reverse engineer,decompile,disassemble
or otherwise attempt to obtain the software source code to all or any portion of the Services;(v)make any attempt to gain
unauthorized access to the Services and/or any of CivicPlus' systems or networks; or(vi)access any CivicPlus Property
in order to:(a)build a competitive product or service,(b)build a product using similar ideas,features,functions or graphics
of any CivicPlus Property,or(c)copy any ideas,features,functions or graphics of any CivicPlus Property.The CivicPlus
name,the CivicPlus logo, and the product and module names associated with any CivicPlus Property are trademarks of
CivicPlus,and no right or license is granted to use them outside of the licenses set forth in this Agreement.
12. Provided Customer complies with the terms and conditions herein, the relevant SOW, and license restrictions set
forth in §10,CivicPlus hereby grants Customer a limited,nontransferable,nonexclusive,non-assignable license to access
and use the CivicPlus Property associated with any valid and effective SOW, for the term of the respective SOW. The
license set forth herein, shall only apply to the extent that Customer is using the Services for legitimate business use as
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intended by the purpose of the Services and not for the purpose of comparing the Services to a competitor or similar
product of CivicPlus. Customer hereby warrants and affirms its purpose in accessing or otherwise using the Services is
for their intended purpose only and understands and agrees that any other use shall be considered fraud.
13. All CivicPlus helpful information and user's guides for the Services("Documentation")are maintained and updated
electronically by CivicPlus and can be accessed through the CivicPlus"Help Center". CivicPlus does not provide paper
copies of its Documentation. Customer and its Users are granted a limited license to access Documentation as needed.
Customer shall not copy,download,distribute,or make derivatives of the Documentation.
14. Customer acknowledges that CivicPlus may continually develop,alter,deliver,and provide to the Customer ongoing
innovation to the Services, in the form of new features and functionalities. CivicPlus reserves the right to modify the
Services from time to time.Any modifications or improvements to the Services listed on the SOW will be provided to the
Customer at no additional charge. In the event that CivicPlus creates new products or significant enhancements to the
Services ("New Services"), and Customer desires these New Services, then Customer will have to pay CivicPlus the
appropriate fee for the access to and use of the New Services. CivicPlus shall use its reasonable best efforts to provide
workarounds in the event any modification to the Services causes Customer to lose substantial functionality of the Services.
15. CivicPlus in its sole discretion, may utilize all comments and suggestions, whether written or oral, furnished by
Customer to CivicPlus in connection with its access to and use of the Services (all reports, comments and suggestions
provided by Customer hereunder constitute, collectively, the "Feedback"). Customer hereby grants to CivicPlus a
worldwide, non-exclusive, irrevocable, perpetual, royalty-free right and license to incorporate the Feedback in the
CivicPlus products and services.
Indemnification
16. CivicPlus will defend at its expense or settle any third-party claim against Customer alleging that the Services provided
under this Agreement infringe intellectual property rights.CivicPlus will pay infringement claim defense costs,CivicPlus—
negotiated settlement amounts, and damages finally awarded by a court. CivicPlus has no obligation for any claim of
infringement arising from Customer's use of the Services for purposes not contemplated by this Agreement. CivicPlus's
indemnification obligations under this Section 15 are conditioned upon the Customer(i)promptly notifying the CivicPlus
of any claim in writing;(ii)cooperating with CivicPlus in the defense of the claim;and(iii)granting CivicPlus sole control
of the defense or settlement of the claim.The indemnification obligations of CivicPlus herein shall not apply to any claims
of intellectual property infringement related to Client Content.
Responsibilities of the Parties
17. CivicPlus will not be liable for any act, omission of act, negligence or defect in the quality of service of any
underlying carrier, licensor or other third-party service provider whose facilities or services are used in furnishing any
portion of the Service received by the Customer.
18. CivicPlus will not be liable for any failure of performance that is caused by or the result of any act or omission by
Customer or any entity employed/contracted on the Customer's behalf. During Project Development, Customer will be
responsive and cooperative with CivicPlus to ensure the Project Development is completed in a timely manner.
19. Customer agrees that it is solely responsible for the end-user's personal data that Customer decides to solicit,collect,
store, or otherwise use in connection with any Service provided by CivicPlus. Customer understands and agrees that
CivicPlus provides certain solutions with increased security measures for the solicitation and storage of any sensitive data,
and it is Customer's responsibility to determine whether the data it solicits and collects should be stored in such solutions.
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Customer understands and agrees that CivicPlus does not have knowledge or control over what type of data Customer
solicits therefore CivicPlus has no responsibility for the use or storage of end-users' personal data in connection with the
Services or the consequences of the solicitation,collection,storage,or other use by Customer or by any third party of any
personal data.Customer has the sole control and responsibility over the determination of which data and information shall
be included in the content that is to be transmitted and stored by CivicPlus. Customer shall not provide to CivicPlus or
allow to be provided to CivicPlus any content that (a) infringes or violates any 3rd party's intellectual property rights,
rights of publicity or rights of privacy, (b) contains any defamatory material, or(c) violates any federal, state, local, or
foreign laws,regulations,or statutes.
20. Customer is responsible for all activity that occurs under Customer's accounts by or on behalf of Customer.Customer
agrees to (a) be solely responsible for all designated and authorized individuals chosen by Customer("User") activity,
which must be in accordance with this Agreement and the CivicPlus Terms of Use;(b)be solely responsible for Customer
Data;(c)obtain and maintain during the term all necessary consents,agreements and approvals from end-users,individuals
or any other third parties for all actual or intended uses of information, data or other content Customer will use in
connection with the Services; (d) use commercially reasonable efforts to prevent unauthorized access to, or use of, any
User's log-in information and the Services,and notify CivicPlus promptly of any known unauthorized access or use of the
foregoing;(e)use commercially reasonable efforts to prevent unauthorized access to or use of the Services and CivicPlus
Property and shall promptly notify CivicPlus of any unauthorized access or use of the Services and/or CivicPlus Property
and any loss or theft or unauthorized use of any n User's password or username and/or personal information;and(f)use
the Services only in accordance with applicable laws and regulations.
21. The Parties shall comply with all applicable local, state, and federal laws,treaties, regulations, and conventions in
connection with its use and provision of any of the Services or CivicPlus Property.
22. CivicPlus shall not be responsible for any act or omission of any third-party vendor or service provider that Customer
has selected to integrate any of its Services with.
23. Customer understands that CivicPlus must fastidiously allocate resources across all of its customers and specifically
reserves necessary resources for Customer's Project Development. If any professional services, such as consulting or
training, purchased by Customer are not used during the Project Development phase solely due to the inaction or
unresponsiveness of Customer, then these services shall expire 30 days after completion of Project Development. The
Customer may re-schedule any unused professional services during this 30-day period as mutually agreed upon by the
Parties. Any professional services that have not been used or rescheduled shall be marked as complete and closed upon
the expiration of the 30-day period.
Data Security
24. CivicPlus shall, at all times, comply with the terms and conditions of its Privacy Policy. CivicPlus will maintain
commercially reasonable administrative, physical, and technical safeguards designed to protect the security and
confidentiality of Customer Data.CivicPlus will not modify Customer Data or disclose Customer Data,except(a)in order
to provide the Services;(b)to prevent or address service or technical problems in connection with support matters;(c)as
specifically directed or expressly permitted in writing by Customer, (d) in compliance with our Privacy Policy; or(f) if
compelled by law. Notwithstanding the foregoing, CivicPlus reserves the right to delete, suspend, or block known
malicious accounts without Customer authorization.Customer understands that CivicPlus has no obligation to provide the
Services or maintain the Customer Data, information or other material if Customer's accounts are past due and unpaid as
set forth in this Agreement.
25. Customer acknowledges and agrees that CivicPlus utilizes third-party service providers to host and provide the
Services and store Customer Data and the protection of such data will be in accordance with such third party's safeguards
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for the protection and the security and confidentiality of Customer's Data. Notwithstanding anything to the contrary,
CivicPlus shall have the right to collect and analyze data and other information relating to the provision, use and
performance of various aspects of the Services and related systems and technologies (including, without limitation,
information concerning Customer Data and data derived therefrom),and CivicPlus will be free(during and after the term
hereof)to use such information and data to improve and enhance the Services and for other development,diagnostic and
corrective purposes in connection with the Services and other CivicPlus offerings.
26. CivicPlus may offer Customer the ability to use third-party applications in combination with the Services.Any such
third-party application will be subject to acceptance by Customer. In connection with any such third-party application
agreed to by Customer, Customer acknowledges and agrees that CivicPlus may allow the third-party providers access to
Customer Data as required for the interoperation of such third-party application with the Services.The use of a third-party
application with the Services may also require Customer to agree to a separate agreement or terms and conditions with the
provider of the third-party application,which will govern Customer's use of such third-party application.
27. In the event of a security breach due to the sole negligence,malicious actions,omissions,or misconduct of CivicPlus,
CivicPlus,as the data custodian,will comply will all remediation efforts as required by applicable federal and state law.
CivicPlus Support
28. CivicPlus will use commercially reasonable efforts to perform the Services in a manner consistent with applicable
industry standards,including maintaining Services availability 24 hours a day,7 days a week with 99.9%uptime.Customer
will have 24/7 access to the online CivicPlus Help Center(civicplus.help)to review use articles, software best practices,
receive maintenance release notes,as well as submit and monitor omni-channel support tickets and access solution specific
support contact methods(https://www.civicplus.help/hc/en-us/requests/new).
29. CivicPlus provides live support engineers based in the domestic United States to respond to basic questions
concerning use and configuration, to diagnose software code-related errors, and proactively identify potential systems
issues. CivicPlus support engineers serve a preliminary function in the agile development process and escalate defects to
software developers or architects for remediation.For security purposes,CivicPlus support engineers are not permitted to
modify user accounts, and permissions nor distribute access outside of accounts established by means of a support
interaction for testing. Customer delegated Users may receive tutorials and guidance on account modifications but will
perform the action themselves.
30. CivicPlus support hours span between the hours of 7 am to 7 pm CST, but may vary by product. Customer may
access the CivicPlus Help Center(civicplus.help) to obtain each product's support hours.After hours support is available
by toll-free phone call only.Non-emergency support requested outside of support hours will be subject to additional fees,
such fees will be quoted to Customer at the time of the request and will be subject to Customer acceptance and invoiced
the next business day following the non-emergency support.CivicPlus shall have the sole discretion to determine in good
faith whether support requests qualify as an emergency,exceed reasonable use or are outside the scope of services outlined
in any SOW.
31. If a reported problem cannot be solved during the first support interaction,Customer will be provided a ticket number
that will be used as communication method throughout ticket escalation until a solution is provided. Support service does
not include support for errors caused by third party products or applications for which CivicPlus is not responsible.
Marketing
32. Customer hereby authorizes CivicPlus to include CivicPlus's name and logo inconspicuously within the Client's
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instance of the Services. Customer may publicly refer to itself as a customer of the CivicPlus Services, including on
Customer's website and in sales presentations.Notwithstanding the foregoing,each Party hereby grants the other a limited,
worldwide,license to use the other's logo in conformance with such Party's trademark usage guidelines and solely for the
purposes of providing the Services.In no event will either Party issue a press release publicly announcing this relationship
without the approval of the other Party,such approval not to be unreasonably withheld.
Limitation of Liability
33. CivicPlus' liability to Customer arising out of or related to this Agreement,or any associated SOW,will not exceed
the amounts paid by Customer for the Annual Recurring Services in the year prior to such claim of liability.
34. In no event will CivicPlus be liable to Customer for any consequential, indirect, special, incidental, or punitive
damages arising out of or related to this Agreement.
35. The liabilities limited by Section 33 and 34 apply:(a)to liability for negligence;(b)regardless of the form of action,
whether in contract,tort,strict product liability,or otherwise;(c)even if Customer is advised in advance of the possibility
of the damages in question and even if such damages were foreseeable; and(d)even if Customer's remedies fail of their
essential purposes. If applicable law limits the application of the provisions of this Limitation of Liability section,
CivicPlus' liability will be limited to the maximum extent permissible.
36. To the extent limited by Florida law, any liability or indemnification by Customer is subject to Fla. Stat. §768.28
and shall not constitute a waiver of its sovereign immunity.
Warranties and Disclaimer
37. Each person signing the SOW,or otherwise agreeing to the terms of this Agreement,represents and warrants that he
or she is duly authorized and has legal capacity to execute and bind the respective Party to the terms and conditions of the
SOW and this Agreement.Each Party represents and warrants to the other that the execution and delivery of the SOW and
the performance of such Party's obligations thereunder have been duly authorized and that this Agreement is a valid and
legal agreement binding on such Party and enforceable in accordance with its terms. Customer represents and warrants
that Customer has not provided any false information to gain access to the Service and that Customer's billing information
provided on the Contact Sheet is correct;and it has all necessary rights in the Customer Content to permit Customer's use
of the Service and to grant the licenses contained in this Agreement without infringing the intellectual property or other
rights of any third parties,violating any applicable laws,or violating the terms of any license or agreement to which it is
bound.
38. CivicPlus warrants that the Services will perform substantially in accordance with documentation and marketing
proposals,and free of any material defect.CivicPlus warrants to the Customer that,upon notice given to CivicPlus of any
defect in design or fault or improper workmanship,CivicPlus will remedy any such defect.CivicPlus makes no warranty
regarding,and will have no responsibility for,any claim arising out of:(i)a modification of the Services made by anyone
other than CivicPlus, even in a situation where CivicPlus approves of such modification in writing; or (ii) use of the
Services in combination with a third-party service,web hosting service,or server not authorized by CivicPlus.
39. The Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency
maintenance, either by CivicPlus or by third-party providers, or because of other causes beyond CivicPlus's reasonable
control, but CivicPlus shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled
service disruption. HOWEVER, SERVICE PROVIDER DOES NOT WARRANT THAT THE SERVICES WILL BE
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UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT
MAY BE OBTAINED FROM USE OF THE SERVICES.EXCEPT FOR THE EXPRESS WARRANTIES IN THIS
AGREEMENT, THE SERVICES ARE PROVIDED "AS IS AND CIVICPLUS HEREBY DISCLAIMS ALL
WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING ANY IMPLIED
WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR ARISING FROM A
PRIOR COURSE OF DEALING.
40. EACH PROVISION OF THIS AGREEMENT THAT PROVIDES FOR A LIMITATION OF LIABILITY,
DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS TO ALLOCATE THE RISKS OF THIS
AGREEMENT BETWEEN THE PARTIES. THIS ALLOCATION IS REFLECTED IN THE PRICING OFFERED BY
CIVICPLUS TO CUSTOMER AND IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN
THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER
PROVISIONS OF THIS AGREEMENT.
Force Majeure
41. No party shall have any liability to the other hereunder by reason of any delay or failure to perform any obligation
or covenant if the delay or failure to perform is occasioned by force majeure,meaning any act of God, storm,pandemic,
fire, casualty,unanticipated work stoppage,strike,lockout,labor dispute,civil disturbance,riot,war,national emergency,
act of public enemy, internet service provider failure or delay,third party application failure, denial of service attack, or
other cause of similar or dissimilar nature beyond its control.
Taxes
42. The amounts owed for the Services exclude,and Customer will be responsible for,all sales,use,excise,withholding
and any other similar taxes,duties and charges of any kind imposed by any federal,state or local governmental entity in
connection with the Services (excluding taxes based solely on CivicPlus's income). If the Customer is tax-exempt, the
Customer must provide CivicPlus proof of their tax-exempt status, within fifteen (15) days of contract signing, and the
fees owed by Customer under this Agreement will not be taxed.If such exemption certificate is challenged or held invalid
by a taxing authority then Customer agrees to pay for all resulting fines, penalties and expenses. Collier County, Florida
as a political subdivision of the State of Florida, is exempt from the payment of Florida sales tax to its Contractors under
Chapter 212,Florida Statutes,Certificate of Exemption#85-8015966531C-1.
Other Documents
43. This Agreement, including all exhibits, amendments, and addenda hereto and all SOWs, constitutes the entire
agreement between the Parties and supersedes all prior and contemporaneous agreements, proposals or representations,
written or oral,concerning its subject matter.No modification,amendment,or waiver of any provision of this Agreement
or any SOW will be effective unless in writing and signed by each Party. However, to the extent of any conflict or
inconsistency between the provision in the body of this Agreement and any exhibit,amendment,or addenda hereto or any
SOW,the terms of such exhibit,amendment,addenda,or SOW will prevail.Notwithstanding any language to the contrary
therein,no terms or conditions stated in a customer purchase order or other order documentation(excluding SOWs)will
be incorporated into or form any part of this Agreement, all such terms or conditions will be null and void, unless such
term is to refer and agree to this Agreement.
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Interlocal Purchasing Consent/ Cooperative Purchasing
44. With the prior approval of CivicPlus,which may be withheld for any or no reason within CivicPlus's sole discretion,
this Agreement and any SOW may be extended to any public entity in Customer's home-state to purchase at the SOW
prices and specifications in accordance with the terms stated herein.
45. To the extent permitted by law,the terms of this Agreement and set forth in one or more SOW(s)may be extended
for use by other local government entities upon execution of a separate agreement, SOW,or other duly signed writing by
and between CivicPlus and such entity,setting forth all of the terms and conditions for such use,including applicable fees
and billing terms.
Miscellaneous Provisions
46. The invalidity or unenforceability, in whole or in part,of any provision of this Agreement shall not void,affect the
validity or enforceability of any other provision of this Agreement.
47. The Parties negotiated this Agreement with the opportunity to receive the aid of counsel and, accordingly, intend
this Agreement to be construed fairly, according to its terms, in plain English,without constructive presumptions against
the drafting Party. The headings of Sections of this Agreement are for convenience and are not to be used in interpreting
this Agreement.As used in this Agreement,the word"including"means"including but not limited to."
48. The Parties will use reasonable, good faith efforts to resolve any dispute between them in good faith prior to initiating
legal action.
49. This Agreement and any SOW,to the extent signed and delivered by means of a facsimile machine or electronic mail,
shall be treated in all manner and respects as an original agreement or instrument and shall be considered to have the same
binding legal effect as if it were the original signed version thereof delivered in person.The Parties agree that an electronic
signature is the legal equivalent of its manual signature on this Agreement and any SOW. The Parties agree that no
certification authority or other third-party verification is necessary to validate its electronic signature and that the lack of
such certification of third party verification will not in any way affect the enforceability of the Parties' electronic signature
or any resulting agreement between CivicPlus and Customer.
50. Due to the rapidly changing nature of software as a service and digital communications,CivicPlus may unilaterally
update Privacy Policy time to time.In the event CivicPlus believes such change is a material alteration of the terms herein,
CivicPlus will provide Customer with written notice describing such change via email or through its website.Customer's
continued use of the Services following such updates constitutes Customer's acceptance of the same.In the event Customer
rejects the update to the terms herein,Customer must notify CivicPlus of its objection within ten(10)days receipt of notice
of such update.
53. See Exhibit B"Customer's Additional Terms and Conditions."
Exhibit A
Agenda Meetings and Management
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(CivicClerk and Municode Meetings) Terms
The Customer shall have sole control and responsibility over the determination of which data and
information shall be included in the content that is to be transmitted and stored by CivicPlus. The
Customer shall not provide to CivicPlus or allow to be provided to CivicPlus any content that:
1. infringes or violates any third parry's Intellectual Property rights, rights of publicity, or rights of
privacy,
2. contains any defamatory material, or
3. violates any federal, state, local,or foreign laws,regulations, or statutes.
The scope of the initial implementation services to be delivered by CivicPlus at the time of signing a
Statement of Work ("SOW") are as listed in the applicable SOW. The Customer is responsible for
providing all information required for the configuration of the services in accordance with the scope
and project timeline. Upon the making of the Customer's instance of the Services live and accessible
on the interne to the intended audience ("Go-live"), any unused implementation services (ie: board
configuration) will expire. Any configuration of additional boards by CivicPlus after Go-Live may
incur additional one-time charges based on the scope of the desired configuration, design, and training
services.
Completion of implementation services will be determined by Go Live status. The parties agree to
cooperate in a timely manner to complete all implementation tasks and deliverables in order to obtain
Go-Live status of the Services in a timely manner. CivicPlus will make reasonable efforts to confirm
Go Live status with the Customer, but reserves the right to deem the Customer's use of the Services in
the intended course of business as Go Live.
CivicPlus Media
Agreed upon Closed Captioning rates:
Closed Captioning Services and Associated Fees
Per Minute
Category of Sery ices Rate of Services
On-Demand Transcriptionist-Based Closed Captioning $2.35
On-Demand Machine-Based Closed Captioning $0.45
Live-Streaming Machine-Based Closed Captioning $0.75
The Customer is responsible for requesting and initiating the Close Captioning Services, including the
specific Category of Services desired, as set forth above, on the Customer's production site. CivicPlus
will use commercially reasonable efforts to provide the completed Work Product(as defined below)to
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the Customer within 4 business days of Customer initiation, with regard to Transcriptionist-Based
Closed Captioning, and within 24 hours of Customer initiation, with regard to Machine-Based Closed
Captioning. CivicPlus will use commercially reasonable efforts to provide the Services in a manner
consistent with applicable industry standards.
By initiating the Services on the production site,the Customer is agreeing to all associated costs for its
use of the Services. The Fees for the Services used by the Customer shall be invoiced by CivicPlus on
a monthly basis, in arrears. Such invoice to include: the Category of the Services used; the duration, in
minutes (rounded to the nearest minute), each category of Services was used in the prior month; and
the total amount owed to CivicPlus by the Customer for the Services used in the month prior. If, at any
time, the Customer's account is past due, as provided by in this Agreement, CivicPlus may refuse to
provide the Services until the Customer's account is brought up to date and all unpaid amounts owed
are paid.
Upon full and total payment, the Customer shall own the certain transcription and captioning work
product produced by the Services (the"Work Product"). The Customer understands and agrees that the
audio characteristics may increase transcription pricing, the Rates for the Services provided above
assumes the audio is reasonably clear and good, good audio is any media that is clearly recorded in a
controlled environment with one person talking at a time with minimal background noise and no media
defects. The format must be recorded in the specific formats required and communicated to the
Customer by CivicPlus. CivicPlus does endeavor to provide an accurate Work Product; however, The
Customer should be aware that any audio that does not meet the criteria above may impact the quality
of the Work Product and cause it to drop in accuracy. Accuracy is defined as:
1. words are spelled correctly;
2. phrases and sentences make sense in a standalone document; and
3. text is near exact replication of spoken words. The Work Product will not include unintended speech
such as"urns"and"uhs", stuttered speech, or difficult proper nouns.
The Services and Work Product are provided on an"as is"basis,and the Customer's use of the Services
is at its own risk.CivicPlus does not warrant that the Services or the Work Product will be uninterrupted
or error-free or unaffected by force majeure events.
Boards and Committees Applications
The Boards and Committees Application is solely intended for the display of board positions,
applications thereto, and approval workflow for applicants to such boards (the "Intended Use").
Customer shall not create additional forms, workflows, workflow events, or boards, nor allow users to
utilize the Board and Committees Application for any purposes not related to the Intended Use.
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Customer will not solicit for sensitive PII to be stored in the Boards and Committees Application.
Customer shall remain responsible for the type and treatment of data stored in the Boards and
Committees Application in compliance with applicable law.
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EXHIBIT B
COLLIER COUNTY
ADDITIONAL TERMS AND CONDITIONS
Agreement#23-8133
1. PAYMENT AND INTEREST FEES: Payments are due upon receipt of a proper invoice and in
compliance with Chapter 218, Fla. Stats., otherwise known as the "Local Government Prompt
Payment Act." Any late interest fees shall be pursuant to Section 218.74, Fla. Stat.
2. SALES TAX. Collier County, Florida as a political subdivision of the State of Florida, is exempt from
the payment of Florida sales tax to its vendors under Chapter 212, Florida Statutes, Certificate of
Exemption # 85-8015966531 C-1.
3. AGREEMENT ADMINISTRATION. This Agreement shall be administered on behalf of the County
by the County Manager's Office.
4. NOTICES. All notices from the County to the Contractor shall be deemed duly served if mailed or
emailed to the Contractor at the following:
Contractor Name: Amy Vikander
Address: 302 South 4th St., Suite 500
Manhattan, KS 66502
Attention Name & Title: Amy Vikander, SR. VP of Customer Success
E-Mail(s): vikander(ccivicplus.com
All Notices from the Contractor to the County shall be deemed duly served if mailed or
emailed to the County to: Collier County Manager's Office
COUNTY: Board of County Commissioners for Collier County, Florida
Division Name: Collier County Manager's Office
Address: 3299 Tamiami Trail E., Ste. 202
Administrative Agent/PM: Geoffrey Willig
Telephone: 239-252-8383
E-Mail(s): Geoffrey.willig( colliercountyfl.gov
The Contractor and the County may change the above mailing address at any time upon giving the
other party written notification. All notices under this Agreement must be in writing.
5. TERMINATION. Either Party may terminate this Agreement for convenience with a sixty (60) day
written notice. In the event that the County terminates this Agreement, Contractor's recovery against
the County shall be limited to that portion of the Agreement Amount earned through the date of
termination. The Contractor shall not be entitled to any other or further recovery against the County,
including, but not limited to, any damages or any anticipated profit on portions of the services not
performed.
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COLLIER COUNTY ADDITIONAL TERMS AND CONDITIONS
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6. NO DISCRIMINATION. The Contractor agrees that there shall be no discrimination as to race, sex,
color, creed or national origin or any other class protected by federal or state law.
7. PUBLIC ENTITY CRIME: By its execution of this Agreement, the Contractor acknowledges to comply
with the terms of Section 287.133 of the Florida Statutes and inform the County of the conviction of a
public entity crime.
8. INSURANCE. The Contractor shall provide insurance as follows:
A. Commercial General Liability: Coverage shall have minimum limits of $ 1,000,000 Per
Occurrence, $2,000,000 aggregate for Bodily Injury Liability and Property Damage Liability.
This shall include Premises and Operations; Independent Contractors; Products and
Completed Operations and Contractual Liability.
B. Business Auto Liability: Coverage shall have minimum limits of $500,000 Per
Occurrence, Combined Single Limit for Bodily Injury Liability and Property Damage Liability.
This shall include: Owned Vehicles, Hired and Non-Owned Vehicles and Employee Non-
Ownership.
C. Workers' Compensation: Insurance covering all employees meeting Statutory Limits in
compliance with the applicable state and federal laws.
The coverage must include Employers' Liability with a minimum limit of $500,000 for each
accident.
D. Technology E&C: Coverage shall have minimum limits of $1,000,000 per claim and in the
aggregate.
E. Cyber Liability: Coverage shall have minimum limits of $1,000,000 per occurrence.
Special Requirements: Collier County Board of County Commissioners shall be listed as the
Certificate Holder. The Certificate of Insurance must state the Contract Number, or Specific Project
Description or must read: For any and all work performed on behalf of Collier County.
Current, valid insurance policies meeting the requirement herein identified shall be maintained by
Contractor during the duration of this Agreement. The Contractor shall provide County with certificates
of insurance meeting the required insurance provisions.
9. INDEMNIFICATION. To the maximum extent permitted by Florida law, the Contractor shall defend,
indemnify and hold harmless Collier County, its officers and employees from any third party liabilities,
damages, losses and costs, including, but not limited to, reasonable attorneys' fees and paralegals'
fees, whether resulting from any claimed breach of this Agreement by Contractor, any statutory or
regulatory violations, or from personal injury, property damage to the extent caused by the
negligence, recklessness, or intentionally wrongful conduct of the Contractor or anyone employed or
utilized by the Contractor in the performance of this Agreement. This indemnification obligation shall
not be construed to negate, abridge or reduce any other rights or remedies which otherwise may be
available to an indemnified party or person described in this paragraph.
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COLLIER COUNTY ADDITIONAL TERMS AND CONDITIONS
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This section does not pertain to any incident arising from the negligence or misconduct of Collier
County.
10. CONFLICT OF INTEREST. Contractor represents that it presently has no interest and shall acquire
no interest, either direct or indirect, which would conflict in any manner with the performance of
services required hereunder. Contractor further represents that no persons having any such interest
shall be employed to perform those services.
11. SUBJECT TO APPROPRIATION. It is further understood and agreed by and between the parties
herein that this Agreement is subject to appropriation by the Board of County Commissioners.
12. PROHIBITION OF GIFTS TO COUNTY EMPLOYEES. No organization or individual shall offer or
give, either directly or indirectly, any favor, gift, loan, fee, service or other item of value to any County
employee, as set forth in Chapter 112, Part III, Florida Statutes, Collier County Ethics Ordinance No.
2004-05, as amended, and County Administrative Procedure 5311. Violation of this provision may
result in one or more of the following consequences: a. Prohibition by the individual, firm, and/or any
employee of the firm from contact with County staff for a specified period of time; b. Prohibition by the
individual and/or firm from doing business with the County for a specified period of time, including but
not limited to: submitting bids, RFP, and/or quotes; and, c. immediate termination of any Agreement
held by the individual and/or firm for cause.
13. COMPLIANCE WITH LAWS. By executing and entering into this Agreement, the Contractor is
formally acknowledging without exception or stipulation that it agrees to comply, at its own expense,
with all federal, state and local laws, codes, statutes, ordinances, rules, regulations and requirements
applicable to this Agreement, including but not limited to those dealing with the Immigration Reform
and Control Act of 1986 as located at 8 U.S.C. 1324, et seq. and regulations relating thereto, as either
may be amended, as well as the requirements set forth in Florida Statutes, §448.095; taxation,
workers' compensation, equal employment and safety including, but not limited to, the Florida Public
Records Law Chapter 119, including specifically those contractual requirements at F.S. §
119.0701(2)(a)-(b) as stated as follows:
IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119,
FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS
RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT:
Communication and Customer Relations Division
3299 Tamiami Trail East, Suite 102
Naples, FL 34112-5746
Telephone: (239) 252-8999
Email: PublicRecordRequest(a.colliercountyfl.gov
The Contractor must specifically comply with the Florida Public Records Law to:
1. Keep and maintain public records required by the public agency to perform the service.
2. Upon request from the public agency's custodian of public records, provide the public
agency with a copy of the requested records or allow the records to be inspected or copied
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within a reasonable time at a cost that does not exceed the cost provided in this chapter
or as otherwise provided by law.
3. Ensure that public records that are exempt or confidential and exempt from public records
disclosure requirements are not disclosed except as authorized by law for the duration of
the contract term and following completion of the contract if the Contractor does not
transfer the records to the public agency.
4. Upon completion of the contract, transfer, at no cost, to the public agency all public
records in possession of the Contractor or keep and maintain public records required by
the public agency to perform the service. If the Contractor transfers all public records to
the public agency upon completion of the contract, the Contractor shall destroy any
duplicate public records that are exempt or confidential and exempt from public records
disclosure requirements. If the Contractor keeps and maintains public records upon
completion of the contract, the Contractor shall meet all applicable requirements for
retaining public records. All records stored electronically must be provided to the public
agency, upon request from the public agency's custodian of public records, in a format
that is compatible with the information technology systems of the public agency.
If Contractor observes that the Contract Documents are at variance therewith, it shall promptly
notify the County in writing. Failure by the Contractor to comply with the laws referenced herein
shall constitute a breach of this Agreement and the County shall have the discretion to unilaterally
terminate this Agreement immediately.
14. DISPUTE RESOLUTION. Prior to the initiation of any action or proceeding permitted by this
Agreement to resolve disputes between the parties, the parties shall make a good faith effort to
resolve any such disputes by negotiation. The negotiation shall be attended by representatives of
Contractor with full decision-making authority and by County's staff person who would make the
presentation of any settlement reached during negotiations to County for approval. Failing resolution,
and prior to the commencement of depositions in any litigation between the parties arising out of this
Agreement, the parties shall attempt to resolve the dispute through Mediation before an agreed-upon
Circuit Court Mediator certified by the State of Florida. The mediation shall be attended by
representatives of Contractor with full decision-making authority and by County's staff person who
would make the presentation of any settlement reached at mediation to County's board for approval.
Should either party fail to submit to mediation as required hereunder, the other party may obtain a
court order requiring mediation under section 44.102, Fla. Stat.
15.VENUE AND CHOICE OF LAW. Any suit or action brought by either party to this Agreement against
the other party relating to or arising out of this Agreement must be brought in the appropriate federal
or state courts in Collier County, Florida, which courts have sole and exclusive jurisdiction on all such
matters and shall apply Florida substantive law.
16. ASSIGNMENT. Contractor shall not assign this Agreement or any part thereof, without the prior
consent in writing of the County. Such prior written consent shall not be unreasonably withheld. Any
attempt to assign or otherwise transfer this Agreement, or any part herein, without the County's
consent, shall be void. Such prior written consent shall not be unreasonably withheld. If Contractor
does, with approval, assign this Agreement or any part thereof, it shall require that its assignee be
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COLLIER COUNTY ADDITIONAL TERMS AND CONDITIONS
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bound to it and to assume toward Contractor all of the obligations and responsibilities that Contractor
has assumed toward the County.
17. ORDER OF PRECEDENCE. In the event of any conflict between the Contract documents, such
conflict will be resolved in the following order of precedence: These Additional Terms (which is a part
of the Agreement), Contractor's Master Services Agreement, Contractor's Statement of Work,
Contractor's Response to RFP #23-8133.
18. STATEMENT OF WORK. The Contractor shall provide services in accordance with the terms and
conditions of Request for Proposal (RFP) #23-8133 including all Attachment(s), Exhibit(s) and
Addenda and the Contractor's proposal referred to herein and made an integral part of this
Agreement.
19.This Agreement contains the entire understanding between the parties and any modifications to this
Agreement shall be mutually agreed upon in writing by the Parties, in compliance with the County's
Procurement Ordinance, as amended, and Procurement Procedures in effect at the time such
services are authorized.
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STATEMENT OF WORK & FEE SCHEDULE
Exhibit C—Agreement#23-8133
CivicPlus Statement of Work
302 South 4th St. Suite 500 Quote #: Q-43260-1
Manhattan,KS 66502 Date: 5/25/2023 1:08 PM
US Expires On: 2/29/2024
Client: Bill To:
COLLIER COUNTY, FLORIDA COLLIER COUNTY, FLORIDA
SALESPERSON Phone EMAIL DELIVERY METHOD PAYMENT METHOD
Darren Cornejo darren.cornejo@civicplus.com
QTY PRODUCT NAME DESCRIPTION PRODUCT TOTAL
TYPE
1.00 CivicClerk Custom IdP Integration Custom IdP Integration Package Renewable USD 0.00
Package Custom IdP Integration Annual Fee
Custom IdP Integration Implementation
Fee
1.00 CivicClerk Custom IdP Integration Custom IdP Integration Annual Fee Renewable USD 1,733.00
Annual Fee
1.00 CivicClerk Year 1 Annual Fee Year 1 Annual Fee Discount Renewable USD -433.25
Discount
1.00 CivicClerk Custom IdP Integration Custom IdP Integration Implementation One-time USD 1,575.00
Implementation Fee Fee
1.00 CivicClerk Annual Fee - Custom CivicClerk Annual Fee-Agenda and Renewable USD 15,950.00
Minutes Management
1.00 CivicClerk Year 1 Annual Fee Year 1 Annual Fee Discount Renewable USD -3,987.50
Discount
1.00 Agenda&Meeting Management Ultimate Implementation Package—Up USD 0.00
Select Ultimate Implementation to# of Boards
Package
1.00 CivicClerk Virtual Consulting (Half Consulting (Virtual) - half day, up to 4 One-time USD 960.00
Day Block) hours
1.00 CivicClerk Ultimate Configuration CivicClerk Ultimate Configuration One-time USD 2,880.00
2.00 CivicClerk Virtual Training (Half Training (Virtual)- half day, up to 4 One-time USD 1,440.00
Day Block) hours
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STATEMENT OF WORK& FEE SCHEDULE
Exhibit C—Agreement#23-8133
QTY PRODUCT NAME DESCRIPTION PRODUCT TOTAL
TYPE
1.00 CivicClerk Custom Template CivicClerk Custom Template Set- One-time USD 420.00
Design includes 2 Agenda templates, 1 Item
Report template, 1 Minutes template, 1
Agenda Script template
1.00 Live Meeting Manager Annual Fee CivicClerk Live Meeting Manager Renewable USD 3,806.00
Annual Fee- Live Meeting, Electronic
Voting, Display Pages
1.00 CivicClerk Year 1 Annual Fee Year 1 Annual Fee Discount Renewable USD -951.50
Discount
1.00 CivicClerk Historical File Import CivicClerk Historical File Import(up to One-time USD 2,625.00
(up to 7,500 files— PDF/ MP3/ 7,500 files— PDF/ MP3/ MP4)
MP4)
Total Investment-Year 1 USD 26,016.75
Annual Recurring Services -Year 2 USD 22,563.45
Annual Recurring Services—Year 3 USD 23,691.62
Annual Recurring Services—Year 4 USD 24,876.20
Annual Recurring Services—Year 5 USD 26,120.01
Initial Term & Renewal Date 5 Years from signing
Total Investment—Year 1 Invoice Schedule 100% Invoiced upon Signature Date
Renewal Procedure Upon mutual agreement by the parties
Annual Recurring Services Invoice Annually on date of signing
Schedule
Annual Uplift 5% starting in Year 2
*Closed Captioning rates are outlined in Exhibit A.
This Statement of Work("SOW') shall be subject to the terms and conditions of the CivicPlus Master Services Agreement
#23-8133 and exhibits hereto, (collectively, the"Binding Terms"), By signing this SOW, Client expressly agrees to the terms
and conditions of the Binding Terms throughout the term of this SOW.
V.PD 06.01.2015-0048
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STATEMENT OF WORK & FEE SCHEDULE 1 6 F 1 1 B
Exhibit C—Agreement#23-8133
Acceptance
The undersigned has read and agrees to the following Binding Terms, which are incorporated into this SOW, and have
caused this SOW to be executed as of the date signed by the Customer which will be the Effective Date:
For CivicPlus Billing Information, please visit https://www.civicplus.conVverify/
Authorized Client Signature CivicPlus
By: Board o my Co issioners Collier County Florida By:
) ,2 ,
,,,,ity_,/ 1I'vre fl t
Name: is all Name: _
Chairman Amy Vikander
Title: Title:
3/12 /222Y Senior VP of Customer Success
l
Date: Date:
3/1/2024
ATTEST:
Crystal K. Kinzel, Clerk of Courts
& Comptroller
By: _
Dated: 3"1 da
(SEAL)
Attest as to Chairman's
signature only
Appro s to form 1 gality:
By: itil e-+1.- ---
0 County Attorney
Li)lt- R. .ems
V.PD 06.01.2015-0048
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