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HomeMy Public PortalAbout2022 AgreementDonoSign Envelope !D: 1 F6F4F94-D7A7-4 768-BB90-D011D38DFEBO PROFESSIONAL SERVICES AGREEMENT BETWEEN THE VILLAGE OF KEY BISCAYNE AND CIVICPLUS, LLC THIS AGREEMENT (this "Agreement") is made effective as of the Z —I day of S •erite r" dot , 2022 (the "Effective Date"), by and between the VILLAGE OF KEY BISCAYNE, FLORIDA, a Florida municipal corporation, (the "Village" or "Client"), and CIVICPLUS, LLC., a Kansas Limited Liability Company (hereinafter, the "Consultant" or "CivicPlus"). WHEREAS, the Village desires certain professional information technology consulting services; and WHEREAS, the Consultant will perform services on behalf of the Village, all as further set forth in the CivicPlus SeeClickFix Statement of Work (the "SOW"), attached hereto and incorporated herein as Exhibit A,(the "Services"); and WHEREAS, the Consultant and Village, through mutual negotiation, have agreed upon a fee for the Services; and WHEREAS, the Village desires to engage the Consultant to perform the Services and provide the deliverables as specified below. NOW, THEREFORE, in consideration of the mutual covenants and conditions contained herein, the Consultant and the Village agree as follows: 1. Scope of Services. 1.1. Consultant shall provide the Services set forth in the Statement of Work (the "SOW") attached hereto as Exhibit "A" and incorporated herein by reference (the "Services"). 1.2. Consultant shall furnish all reports, documents, and information obtained pursuant to this Agreement, and recommendations during the term of this Agrccmcnt (hereinafter "Deliverables") to the Village. 2. Term/commencement Date 2.1. The term of this Agreement shall be for a period of three years from the Effective Date, unless earlier terminated in accordance with Paragraph 8. 2.2. Consultant agrees that time is of the essence and Consultant shall complete the Services within the term of this Agreement, unless extended by the Village Manager. Notwithstanding the foregoing, Consultant will not be liable or responsible for any delay in the time or completion of the Services due to the action or inaction of Client Contract No. Page 1 of 10 DocuSign Envelope ID: 1F6F4F94-D7A7-4768-BB90-D011D38DFEBO 3. Compensation and Payment. 3.1. Compensation for Services provided by Consultant shall be in accordance with the SOW attached hereto as Exhibit "A." 3.2. Consultant shall deliver an invoice to Village in accordance with the SOW. The Village shall pay the Consultant in accordance with the Florida Prompt Payment Act. 3.3. Contractor's invoices must contain the following information for prompt payment: 3.3.1. Name and address of the Consultant; 3.3.2. Purchase Order number; 3.3.3. Contract number; 3.3.4. Date of invoice; 3.3.5. Invoice number (Invoice numbers cannot be repeated. Repeated invoice numbers will be rejected); 3.3.6. Name and type of Services; 3.3.7. Timeframe covered by the invoice; and 3.3.8. Total value of invoice. Failure to include the above information may result in the delay of payment or rejection of the invoice. All invoices must be submitted electronically to pavables a,keybiscayne.fl.gov. 4. Subconsultants. 4.1. The Consultant shall be responsible for all payments to any subconsultants and shall maintain responsibility for all work related to the Services. 5. Village's Responsibilities. 5.1. Village shall make available any maps, plans, existing studies, reports, staff and representatives, and other data pertinent to the Services and in possession of the Village, and provide criteria requested by Consultant to assist Consultant in performing the Services. 5.2. Upon Consultant's request, Village shall reasonably cooperate in arranging access to public information that may be required for Consultant to perform the Services. 6. Consultant's Responsibilities: Representations and Warranties. Contract No. Page 2 of 10 DocuSign Envelope ID: 1 F6F4F94-D7A7-4768-8B90-DO11 D38DFEBO 6.1. The Consultant shall exercise the same degree of care, skill and diligence in the performance of the Services as is ordinarily provided by a consultant under similar circumstances. 6.2. The Consultant hereby warrants and represents that at all times during the term of this Agreement it shall maintain in good standing all required licenses, certifications and permits required under Federal, State and local laws applicable to and necessary to perform the Services for Village as an independent contractor of the Village. Consultant further warrants and represents that it has the required knowledge, expertise, and experience to perform the Services and carry out its obligations under this Agreement in a professional and first class manner. 6.3. The Consultant represents that is an entity validly existing and in good standing under the laws of Florida. The execution, delivery and performance of this Agreement by Consultant have been duly authorized, and this Agreement is binding on Consultant and enforceable against Consultant in accordance with its terms. No consent of any other person or entity to such execution, delivery and performance is required. 7. Conflict of Interest. 7.1. To avoid any conflict of interest or any appearance thereof, Consultant shall not, for the term of this Agreement, provide any consulting services to any private sector entities (developers, corporations, real estate investors, etc.), with any current, or foreseeable, adversarial issues in the Village in connection with the provision of the Services. 8. Termination. 8.1. The Village Manager, without cause, may terminate this Agreement upon sixty (andew60) calendar days' written notice to the Consultant, or immediately with cause. 8.2. Upon receipt of the Village's written notice of termination, Consultant shall immediately stop work on the project unless directed otherwise by the Village Manager. 8.3. In the event of termination by the Village, the Consultant shall be paid for all work performed up to the date of termination, provided that the Consultant has first complied with the provisions of Paragraph 8.4. 8.4. The Consultant shall transfer all books, records, reports, working drafts, documents, maps, and data, at the Client's request and sole expense, pertaining to the Services and the project to the Village, in a hard copy and electronic format within thirty (30) days from the date of the written notice of termination or the date of expiration of this Agreement. 9. Insurance. 9.1. Consultant shall secure and maintain throughout the duration of this agreement insurance of such types and in such amounts not less than those specified below as satisfactory to Village, naming the Village as an Additional Insured, underwritten by a firm rated A -X or better by A.M. Best and qualified to do business in the State of Florida. The insurance Contract No. Page 3 of 10 DocuSign Envelope ID: 1F6F4F94-07A7-4768-8890-D011D38DFEBO coverage shall be primary insurance with respect to the Village, its officials, employees, agents, and volunteers naming the Village as additional insured. Any insurance maintained by the Village shall be in excess of the Consultant's insurance and shall not contribute to the Consultant's insurance. The insurance coverages shall include at a minimum the amounts set forth in this section and may be increased by the Village as it deems necessary or prudent. 9.1.1. Commercial General Liability coverage with limits of liability of not less than a $1,000,000 per Occurrence combined single limit for Bodily Injury and Property Damage. 9.1.2. Workers Compensation and Employer's Liability insurance, to apply for all employees for statutory limits as required by applicable State and Federal laws. The policy(ies) must include Employer's Liability with minimum limits of $1,000,000.00 each accident. No employee, subcontractor or agent of the Consultant shall be allowed to provide Services pursuant to this Agreement who is not covered by Worker's Compensation insurance. 9.1.3. Business Automobile Liability with minimum limits of $1,000,000 per occurrence, combined single limit for Bodily Injury and Property Damage. Coverage must be afforded on a form no more restrictive than the latest edition of the Business Automobile Liability policy, without restrictive endorsements, as filed by the Insurance Service Office, and must include Owned, Hired, and Non -Owned Vehicles. 9.1.4. Cyber Liability Insurance in an amount of not less than One Million Dollars ($1,000,000.00) per occurrence, single limit. 9.2. Certificate of Insurance. Certificates of Insurance shall be provided to the Village, reflecting the Village as an Additional Insured (except with respect to Professional Liability Insurance and Worker's Compensation Insurance), no later than thirty (30) days after the execution of this Agreement by Village and prior to commencing Services. Each certificate shall include no less than (30) thirty -day advance written notice to Village prior to cancellation, termination, or material alteration of said policies or insurance. The Consultant shall be responsible for assuring that the insurance certificates required by this Section remain in full force and effect for the duration of this Agreement, including any extensions or renewals that may be granted by the Village. The Certificates of Insurance shall not only name the types of policy(ies) provided, but also shall refer specifically to this Agreement and shall state that such insurance is as required by this Agreement. The Village reserves the right to inspect and return a certified copy of such policies, upon written request by the Village. If a policy is due to expire prior to the completion of the Services, renewal Certificates of Insurance shall be furnished thirty (30) calendar days prior to the date of their policy expiration. Each policy certificate shall be endorsed with a provision that not less than thirty (30) calendar days' written notice shall be provided to the Village before any policy or coverage is cancelled or restricted. Acceptance of the Certificate(s) is subject to approval of the Village. Contract No. Page 4 of 10 DocuSign Envelope ID: 1F6F4F94-D7A7-4768-BB90-Do11o38DFEBO 9.3. Additional Insured. Except with respect to Professional Liability Insurance and Worker's Compensation Insurance, the Village is to be specifically included as an Additional Insured for the liability of the Village resulting from Services performed by or on behalf of the Consultant in performance of this Agreement. The Consultant's insurance, including that applicable to the Village as an Additional Insured, shall apply on a primary basis and any other insurance maintained by the Village shall be in excess of and shall not contribute to the Consultant's insurance. The Consultant's insurance shall contain a severability of interest provision providing that, except with respect to the total limits of liability, the insurance shall apply to each Insured or Additional Insured (for applicable policies) in the same manner as if separate policies had been issued to each. 9.4. Deductibles. All deductibles or self -insured retentions must be declared to and be reasonably approved by the Village. The Consultant shall be responsible for the payment of any deductible or self -insured retentions in the event of any claim. 9.5. The provisions of this section shall survive termination of this Agreement. 10. Nondiscrimination. During the term of this Agreement, Consultant shall not discriminate against any of its employees or applicants for employment because of their race, color, religion, sex, or national origin, and will abide by all Federal and State laws regarding nondiscrimination. 11. Attorneys Fees and Waiver of Jury Trial. 11.1. In the event of any litigation arising out of this Agreement, the prevailing party shall be entitled to recover its attorneys' fees and costs, including the fees and expenses of any paralegals, law clerks and legal assistants, and including fees and expenses charged for representation at both the trial and appellate levels. 12. Indemnification. 12.1. Consultant shall indemnify and hold harmless the Village, its officers, agents and employees, from and against any and all demands, claims, losses, suits, liabilities, causes of action, judgment or damages, arising from Consultant's negligent performance or non- performance of any provision of this Agreement, including, but not limited to, liabilities arising from contracts between the Consultant and third parties made pursuant to this Agreement. Consultant shall reimburse the Village for all its expenses including reasonable attorneys' fees and costs incurred in and about the defense of any such claim or investigation and for any judgment or damages arising from Consultant's performance or non-performance of this Agreement. 12.2. Nothing herein is intended to serve as a waiver of sovereign immunity by the Village nor shall anything included herein be construed as consent to be sued by third parties in any matter arising out of this Agreement or any other contract. The Village is subject to section 768.28, Florida Statutes, as may be amended from time to time. 12.3. The provisions of this section shall survive termination of this Agreement. Contract No. Page 5 of 10 DocuSign Envelope ID: 1 F6F4F94-D7A7-4768-BB90-D011 D38DFEBO 13. Notices/Authorized Representatives. Any notices required by this Agreement shall be in writing and shall be deemed to have been properly given if transmitted by email, hand -delivery, by registered or certified mail with postage prepaid return receipt requested, or by a private postal service, addressed to the parties (or their successors) at the addresses listed on the signature page of this Agreement or such other address as the party may have designated by proper notice. 14. Governing Law and Venue. This Agreement shall be construed in accordance with and governed by the laws of the State of Florida. Venue for any proceedings arising out of this Agreement shall be proper exclusively in Miami -Dade County, Florida. 15. Entire Agreement/Modification/Amendment. 15.1. This writing contains the entire Agreement of the parties and supersedes any prior oral or written representations. No representations were made or relied upon by either party, other than those that are expressly set forth herein. However, to the extent of any conflict or inconsistency between the provisions in the body of this Agreement, the CivicPlus Master Services Agreement ("MSA"), and the SOW, the order of precedence shall be: 1) the MSA; 2) the SOW; 3 this Agreement. 15.2. No agent, employee, or other representative of either party is empowered to modify or amend the terms of this Agreement, unless executed with the same formality as this document. 16. Ownership and Access to Records and Audits. 16.1. Consultant acknowledges that all Client Content as defined in Section 7 of the CivicPlus Master Services Agreement between the Parties ("Work Product") shall belong to the Village. Consultant shall promptly disclose such Work Product to the Village and perform all actions reasonably requested by the Village (whether during or after the term of this Agreement) to establish and confirm such ownership (including, without limitation, assignments, powers of attorney and other instruments). 16.2. Consultant agrees to keep and maintain public records in Consultant's possession or control in connection with Consultant's performance under this Agreement. The Village Manager or her designee shall, during the term of this Agreement and for a period of three (3) years from the date of termination of this Agreement, have access to and the right to examine and audit any records of the Consultant involving transactions related to this Agreement. Consultant additionally agrees to comply specifically with the provisions of Section 119.0701, Florida Statutes. Consultant shall 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 Agreement, and following completion of the Agreement until the records are transferred to the Village. 16.3. Upon request from the Village's custodian of public records, Consultant shall provide the Village with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided by Chapter 119, Florida Statutes, or as otherwise provided by law. Contract No. Page 6 of 10 DocuSlgn Envelope ID: 1F6F4F94-D7A7-4768-8B90-D011D38DFEBO 16.4. Unless otherwise provided by law, any and all records, including but not limited to reports, surveys, and other data and documents provided or created in connection with this Agreement are and shall remain the property of the Village. 16.5. Upon completion of this Agreement or in the event of termination by either party, any and all public records relating to the Agreement in the possession of the Consultant shall be delivered by the Consultant to the Village Manager, at no cost to the Village, within seven (7) days. All such records stored electronically by Consultant shall be delivered to the Village in a format that is compatible with the Village's information technology systems. Once the public records have been delivered upon completion or termination of this Agreement, the Consultant shall destroy any and all duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. 16.6. Any compensation due to Consultant shall be withheld until all records are received as provided herein. 16.7. Consultant's failure or refusal to comply with the provisions of this section shall result in the immediate termination of this Agreement by the Village. 16.8. Notice Pursuant to Section 119.0701(2)(a). Florida Statutes. IF THE CONSULTANT HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONSULTANT'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS. Custodian of Records: Mailing address: Telephone number: Email: Jocelyn B. Koch 88 West McIntyre Street Key Biscayne, FL 33149 305-365-5506 i kocha,kevbiscavne.fl.2ov 17. Nonassienability. This Agreement shall not be assignable by Consultant unless such assignment is first approved by the Village Manager. The Village is relying upon the apparent qualifications and expertise of the Consultant, and such firm's familiarity with the Village's area, circumstances and desires. Notwithstanding the foregoing, Consultant may assign and transfer all of its rights under this Agreement by a sale of all of its assets or merger, provided however that the Village may terminate this Agreement for convenience within thirty (30) days of the sale of all of the Consultant's assets or merger. 18. Severabilitv. if any term or provision of this Agreement shall to any extent be held invalid or unenforceable, the remainder of this Agreement shall not be affected thereby, and each Contract No. Page 7 of 10 DocuSign Envelope ID: 1F6F4F94-D7A7-4768-8890-D011D38DFEBO remaining term and provision of this Agreement shall be valid and be enforceable to the fullest extent permitted by law. 19. Independent Contractor. The Consultant and its employees, volunteers and agents shall be and remain an independent contractor and not an agent or employee of the Village with respect to all of the acts and services performed by and under the terms of this Agreement. This Agreement shall not in any way be construed to create a partnership, association or any other kind of joint undertaking, enterprise or venture between the parties. 20. Compliance with Laws. The Consultant shall comply with all applicable laws, ordinances, rules, regulations, and lawful orders of public authorities in carrying out Services under this Agreement, and in particular shall obtain all required permits from all jurisdictional agencies to perform the Services under this Agreement at its own expense. 21. Waiver. The failure of either party to this Agreement to object to or to take affirmative action with respect to any conduct of the other which is in violation of the terms of this Agreement shall not be construed as a waiver of the violation or breach, or of any future violation, breach or wrongful conduct. 22. Survival of Provisions. Any terms or conditions of either this Agreement that require acts beyond the date of the term of the Agreement, shall survive termination of the Agreement, shall remain in full force and effect unless and until the terms or conditions are completed and shall be fully enforceable by either party. 23. Prohibition of Contineencv Fees. The Consultant warrants that it has not employed or retained any company or person, other than a bona fide employee working solely for the Consultant, to solicit or secure this Agreement, and that it has not paid or agreed to pay any person(s), company, corporation, individual or firm, other than a bona fide employee working solely for the Consultant, any fee, commission, percentage, gift, or any other consideration, contingent upon or resulting from the award or making of this Agreement. 24. Public Entity Crimes Affidavit. Consultant shall comply with Section 287.133, Florida Statutes (Public Entity Crimes Statute), notification of which is hereby incorporated herein by reference, including execution of any required affidavit. 25. Counterparts. This Agreement may be executed in several counterparts, each of which shall be deemed an original and such counterparts shall constitute one and the same instrument. 26. Conflicts. In the event of a conflict between the terms of this Agreement and any exhibits or attachments hereto, the terms of this Agreement shall control. 27. E -Verify Affidavit. In accordance with Section 448.095, Florida Statutes, the Village requires all contractors doing business with the Village to register with and use the E -Verify system to verify the work authorization status of all newly hired employees. The Village will not enter into a contract unless each party to the contract registers with and uses the E -Verify system. The contracting entity must provide of its proof of enrollment in E -Verify. For instructions on how to provide proof of the contracting entity's participation/enrollment in E -Verify, please visit: https://www.e-verify.gov/faq/how-do-i-provide-proof-of-my-participationenrollment- Contract No. Page 8 of 10 DocuSign Envelope ID: 1F6F4F94-D7A7-4768-B1390-D011D38DFEBO in -e -verify. By entering into this Agreement, the Contractor acknowledges that it has read Section 448.095, Florida Statutes; will comply with the E -Verify requirements imposed by Section 448.095, Florida Statutes, including but not limited to obtaining E -Verify affidavits from subcontractors; and has executed the required affidavit attached hereto and incorporated herein. [Remainder of page intentionally left blank. Signature pages follow.) Contract No. Page 9 of 10 DocuSlgn Envelope ID: 1 F6F4F94-D7A7-4768-BB90-D011 D380FEBO IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed the day and year as first stated above. VILLAGE OF KEY BISCAYNE CONSULTANT DDo uSignod by: aiA.N17 �w By: I �;LVCIn j W IA, i s n ares... Steven C. wiiiiamnwison Village Manager Attest: Y: B � Jocelyn B. KochocLR lUJ Village Clerk Approved as to form and legal sufficiency: DocuSlg nod by PI Pau By' Dog7B47r='7641 . Weiss Scrota Helfman Cole & Bierman, P.L. Village Attorney Addresses for Notice: Village of Key Biscayne Attn: Village Manager 88 West McIntyre Street Key Biscayne, FL 33149 305-365-5514 (telephone) 888-228-2233 305-365-8936 (facsimile) swilliamson@keybiscayne.fl.gov (email) contracts©civicolus com By: r6,it Name: Title: ,,L; C ru5.1-uau 7Jc 55 �l Entity: Addresses for Notice: CivicPlus. LLC 302 S 4th St Suite 500 Manhattan KS 66502 With a copy to: With a copy to: Weiss Scrota Hellman Cole & Bierman, P.L. Attn: Chad Friedman, Esq. Village of Kcy Biscayne Attorney 2525 Ponce de Leon Boulevard, Suite 700 Coral Gables, FL 33134 (telephone) cfricdman@wsh-law.com (email) (facsimile) (email) (telephone) (facsimile) (email) Contract No. Page 10 of 10 DocuSign Envelope ID: 1 F6F4F94-D7A7-4766-BB90-D011 D380FEB0 E -VERIFY AFFIDAVIT In accordance with Section 448.095, Florida Statutes, the Village requires all contractors doing business with the Village to register with and use the E -Verify system to verify the work authorization status of all newly hired employees. The Village will not enter into a contract unless each party to the contract registers with and uses the E -Verify system. The contracting entity must provide of its proof of enrollment in E -Verify. For instructions on how to provide proof of the contracting entity's participation/enrollment in E -Verify, please visit: httos://www.e-verify.gov/faci/how-do-i-provide-proof-of-mv-participationenrollment-in-e- verify By signing below, the contracting entity acknowledges that it has read Section 448.095, Florida Statutes and will comply with the E -Verify requirements imposed by it, including but not limited to obtaining E -Verify affidavits from subcontractors. 0 Check here to confirm proof of enrollment in E -Verify has been attached to this Affidavit. In the presence of: Sig ed, sealed and delivered by: -4A atledv?, !tn ss #1 Print Name: Jc � e4 Print Name. A ta;J, cz)h t Title: $ew; v a f ,f,,5-r-o•-,r.St,cLe S Witness #2 Print me: e u as A. Entity Name: 6=i;. 1' (vs State of-Werida- rwK (vu) County of R, I�t1 ACKNOWLEDGMENT The foregoing instrument was acknowledged before me by means of hysicalI presence or 0 online notarization, this 2 (a day of 5, p -t rwi Lf , 20 nil. by Ariz, V'`�<<:,.,�L (name/� of person) as 5“4:./- fl i .,� 6,s �� r S•cccss (type of authority) for C c 1 ' d5 L L' L (name of party on behalf of whom instrument is executed). Nota ersonally known to me; or Produced identification (Type of Identification: Did take an oath; or Did not take an oath Stamp, or Type as Commissioned) ) f PHILLIP DEVINE Notary Pblic, Ste e of Kansas M9 J r, t Expires Contract No. E -Verify Affidavit DocuSign Envelope ID 1F6F4F94-D7A7-4768-BB90-D011D38DFEBO EXHIBIT A SCOPE OF SERVICES The Scope of Services are those contained in the Statement of Work, attached hereto and incorporated herein by reference. Cp CivicPlus 302 South 4th St. Suite 500 Manhattan, KS 66502 US Client: Key Biscayne FL - SCF Quote #: Q-26127-1 Date: 6/7/2022 2:36 PM Expires On: 9/30/2022 Product: SeeClickFix Bill To: Key Biscayne FL - SCF SALESPERSON Phone EMAIL DELIVERY METHOD PAYMENT METHOD Mike Nicholson x michael.nicholson@civicplus.com Net 30 SeeClickFix - Statement of Work Product Name DESCRIPTION QTY SeeClickFix Connector for Cityworks AMS SeeClickFix-hosted integration with Cityworks AMS (online or on- premise), for service requests. Requires Cityworks version 15+, and license for Citizen Engagement API. 1.00 SeeClickFix Request Unlimited gov user licenses for service request management tool to intake citizen submissions via mobile app. Assign requests intemally, resolve issues and measure request performance. Includes support and virtual training services. 1.00 Marketplace App Annual Marketplace App Annual 1.00 Request Import Import of up to 25,000 requests, includes one batch import to resolve errors, a second import on test environment, and a final import in production. Data must adhere to SCF specifications. Additional batch imports after these 3 will incur additional cost. 1.00 List Price Year 1 Total Total Investment - Year 1 USD 13,000.00 Annual Recurring Costs - Year 2 USD 13,000.00 Contract No. *Annual Recurring Costs are subject to 3% annual technology uplift beginning in year 3 of service. Total Days of Quote:365 E -Verify Affidavit DocuSign Envelope ID: 1 F6F4F94-D7A7-4768-BB90-D011 D38DFEBO 1. This Statement of Work ("SOW") shall be subject to the terms and conditions of the CivicPlus Master Services Agreement located at https://www.civicplus.com/master-services-agreement ("MSA"), to which this SOW is hereby attached as the SeeClickFix Statement of Work, and the Professional Services Agreement between the parties to which this SOW is hereby attached as Exhibit A. By signing this SOW, Client expressly agrees to the terms and conditions of the MSA throughout the Term of this SOW. 2. This SOW shall remain in effect for an initial term equal to 365 days from the date of signing ("Initial Term"). In the event that neither party gives 90 days' notice to terminate prior to the end of the Initial Term or any subsequent Renewal Term, this SOW will automatically renew for an additional 1 -year renewal term ("Renewal Term"). The Initial Term and all Renewal Terms are collectively referred to as the "Term". 3. The Total Investment - Year 1 (the sum of the One Time Costs and the Recurring Costs) will be invoiced at signing of this SOW. Client will pay all invoices within 30 days of the date of invoice. 4. Subsequent Annual Recurring Costs shall be invoiced every 12 months from the date of signing this Agreement. Contract No. E -Verify Affidavit DocuSign Envelope ID: 1 F6F4F94-D7A7-4768-8890-D011 D38DFEBO 5. Client agrees to use the CivicService SeeClickFix service (the "Service") in ways that conform to all applicable laws and regulations, including, without limitation, the Telephone Consumer Protection Act (if Client uses "Conversations"). Client agrees not to make any attempt to gain unauthorized access to any of CivicPlus' systems or networks. Client agrees that CivicPlus shall not be responsible or liable for the content of messages created by Client, or by those who access Service, or otherwise delivered by Service on behalf of Client. 6. CivicPlus does not own any data, information, or material that Client, or its constituents, submit to the Service in the course of using the Service ("Client Data"). Client, not CivicPlus, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Client Data, and CivicPlus shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Client Data. CivicPlus reserves the right to withhold, remove and/or discard Client Data without notice for any breach, including, without limitation, Client's non- payment. Upon termination for cause, Client's right to access or use Client Data immediately ceases, and CivicPlus shall have no obligation to maintain or forward any Client Data. 7. If the "Conversations" or "SeeClickFix Pro" line item is included in this SOW above, the following terms shall apply: The text message (SMS/MMS) comes with unlimited lines and up to 25,000 messages per month. If text usage exceeds the set usage amounts included herein, additional text will be invoiced to the Client at $0.01 per message in arrears at the end of the then - current term in which the additional charges are incurred. In the event Client exceeds the set usage amounts herein, CivicPlus will provide Client with report that displays such excess usage with the invoice. CivicPlus will use its best efforts to notify the Client in the event Client exceeds the usage amounts in any month. 8. CivicPlus will provide access to the Services via mobile applications, internet, and an embeddable interactive widget for public reporting, alerts on discussing non -emergency issues ("the Software"). Users will be able to interact with the Software and post various content including words andphotos ("User Content"). While the content of users of the Software is governed by CivicPlus' published Terms of Use and Privacy Policy, CivicPlus may not be able to control the exact nature of the User Content. CivicPlus reserves the right, not the obligation, to edit User Content. 9. CivicPlus will provide the Services and manage the Customer data and content in compliance with the SeeClickFix Data Retention Policy and SeeClickFix Terms of Use. Client understands and agrees that it has sole discretion over the solicitation, collection, storage or other use of end -users' personally identifiable information, including sharing with third parties, on any of the Services provided by CivicPlus and CivicPlus discourages the solicitation and collection of any end user personally identifiable information. Client further understands and agrees that Client is solely responsible for the use or storage of end -users' personally identifiable information in connection with the Services or the consequences of the solicitation, collection, storage, or other use by the Customer or by any third party of personally identifiable information. 10. To the extent it may apply to any of the Services or deliverables of the SOW, user logins are for designated individuals chosen by Customer ("Users") and cannot be shared or used by more than one User. Customer will be responsible for the confidentiality and use of User's passwords and usernames. Customer will also be responsible for all electronic communications, including those containing business information, account registration, account holder information, financial information, Customer data, and all other data of any kind contained within emails or otherwise entered electronically through the Services, CivicPlus Materials, or under Customer's account. Customer shall use commercially reasonable efforts to prevent unauthorized access to or use of the Services and CivicPlus Materials and shall promptly notify CivicPlus of any unauthorized access or use of the Services and/or CivicPlus Materials and any loss or theft or unauthorized use of any User's password or username and/or personal information. Contract No. E -Verify Affidavit DocuSign Envelope ID; 1 F6F4F94-D7A7-4768•BB90-Do11 D38DFEB0 �DowSipaed by: S Acceptance The undersigned has read and agrees to the following Terms and Conditions, 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: https://www.civicplus.com/master-services-agreement Client CivicPlus By It w 4k. (, (Pala*Sat. c?,,cexeO7o*P4a... By: Name: Steven C Williamson Name: Title: village Manager Title' (') Date: 9/22/2022 Date: ct I d G Contract No. E -Verify Affidavit DocuSign Envelope 3D: 1 F6F4F94-D7A7-4768-BB90-D011 D38DFEB0 Contract No. E -Verify Affidavit DocuSign Envelope ID: 1 F6F4F94-D7A7-4768-8890-D011 D38DFEBO Contact Information 'all documents must be returned Master Service Agreement, Statement of Work, and Contact Information Sheet. Organization URA (.174..L144 E f9F KEY BtscIF1 r-i v LU1CU . l<G-y/3ISCx7Y&C-,P6. C O/ - Street Address ,,cc�� g CLlr=�T %%JC'AircinC- JTRee Address 2 rc 210 City State Postal Code % isC1 q.niez lOR7/3p S3 //`-19 CivicPlus provides telephone support for all trained clients from 7am -7pm Central Time, Monday -Friday (excluding holidays). Emergency Support is provided on a 24/7/365 basis for representatives named by the Client. Client is responsible for ensuring CivicPlus has current updates. ETC CGY/lJ 2Jous-s-Au-cnG - 786 9032 Epe rgency Contact & Mobile Phone 27:5C-:/0 7574n1 lVusSx8Pcyri) - 305- gC.91.3-S.7r9 Emergency Contact & Mobile Phone Emergency Contact & Mobile Phone %./C G'/ 1Aat rAnn:9 BillingOSContact STO Phone ExI. `a 6 U,1c ST 277C%/v7- 'I 7TRGET. Billlinng Address -r= # 2 1 O Address 2, �y /<rG/ rSCtF7Yn/G e_ope+llaiJ City nIO /4/<= yRr SC.AYNC. Ft . cot. - E -Mad Fax Tax ID # -t 9g181I State :i1(19 Postal Code 80 126, 2,53C- 5 Sates Tax Exempt # Billing Terms Account Rep Info Required op-+gvolce PO)or Job #) • Are you utilizing any external funding for your project (ex. FEMA, CARES): Please list all external sources: Y ( J or N (� Conlract Contact Email C OCF( I<OC)-J -'-c 1. krYT3'tc eAlC= • 7i . cot/: Phone Ext Fax 3OS- 3A C -SSo,o Project Contact .7 C- /7/bCiSSAu-ou Phone 3bs-3G� .3t7 (3 Ext. Email cy 7477ouSSpLrou@d k( 1RISCAYNC-• ty.Gott Fax Contract No. E-Vcrify Affidavit DocuSign Envelope ID: 1F6F4F94-D7A7-476&8890-D011D38DFEBO V. PD 06.01,2015-0048 Page 4 of 4 Contract No. E -Verify Affidavit DocuSign Envelope ID: 1 F6F4F94-D7A7.4768-8B90-D011 D38DFEB0 Cp Addendum to the Agreements by and between CivicPlus, LLC and Key Biscayne, FL Master Service Agreement and Statement of Work Addendum THIS Master Services Agreement and Statement of Work Addendum ("Addendum") hereby sets forth the (i) additional terms and conditions applicable to the Master Services Agreement, found at: (www,civicplus.com/master-services-agreement), and/or Statement of Work ("Agreements") and/or (11) amendments to specific provisions of the terms and conditions which exist in the Agreements (collectively, the 'Special Terms"), as described below, as agreed upon by CivicPlus and Key Biscayne, FL. The Special Terms shall be deemed to amend. modify, supplement, replace and/or supersede (as applicable) any inconsistent provisions of the Agreements, to the extent of the inconsistency. ALL TERMS AND CONDITIONS OF THE AGREEMENTS NOT EXPRESSLEY MODIFIED HEREIN SHALL REMAIN IN FULL FORCE AND EFFECT. Capitalized terms used and not defined herein shall have the meanings assigned to them in the Agreements (to which this Addendum is attached and incorporated). 1. ADDITIONAL TERMS 2. AMENDMENTS The terms and conditions of the Agreement are hereby amended as follows: MSA § 15 This Section intentionally omitted. Acceptance IN WITNESS WHEREOF, the Parties have caused this Addendum to be executed by their duly authorized representatives as of the dates below. By: Name: Client r—DoouSlgned by: Jt un. C OJIWa.►+,Sbtn, t�-l.h Sl.UH59/tlr�YM1ZF3 Steven C Williamson Name: Title: Date: Contract No. village Manager 9/22/2022 CivicPlus Title> , s yr Date: V f Q .f CO r7+e4.-rl 5JCG t'S 5 cr\a(().? E-Vcrify Affidavit DocuSign Envelope ID: 1 F6F4F94-D7A7-4768-BB90-D011 D38DFEBO CP CivicPlus Master Services Agreement This Master Services Agreement (this "Agreement") governs all Statements of Work ("SOW") entered into by and between CivicPlus, LLC ("CivicPlus") and the client entity identified on the SOW ("Client"). This Agreement governs the use and provision of any Services purchased by Client, 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"). Ifa SOW has not been executed, then the Effective Date shall be determined as the start date of implementation of any software solution or codification services by CivicPlus for Client. CivicPlus and Client referredto herein individually as "Party" and jointly as "Parties". Recitals 1. WHEREAS, CivicPlus is engaged in the busincss of developing and providing access to proprietary community engagement and government content management software solutions, platforms and associated services (the "Services"); and II. WHEREAS, Client 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, Client and CivicPlus agree as follows: Agreement Term & Termination I. This Agreement shall commence on the Effective Date and shall remain in full force and effect for as long as any SOW is in effect between CivicPlus and Client, or Services arc bcing provided by CivicPlus to Client. unless terminated in accordance with this § 1 or as otherwise provided in this Agreement (the "Ter"). 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 thirty (30) days after receiving notice of such breach. A delinquent Client account remaining past due for longer than 90 days is a material breach by Client and is grounds for CivicPlus termination. 2. Upon termination of this Agreement or any SOW for any reason, (a) the licenses granted for such relevant SOW by § I 1 below will terminate and Client shall cease all use of the CivicPlus Property and Services associated with the terminated SOW and (b) any amounts owed under outstanding invoices or future planned billing for the completed development and implementation of the Client's Services, as defined in the SOW ("Project Development"), shall immediately become due in full and payable. Sections 7, 8, 10, 14, 15, 18, 29 -31, 39, and 40 will survive any expiration or termination of this Agreement. 3. At any time during the Term, CivicPlus may, immediately upon notice to Client, suspend acccss to any Service due to a threat to the technical security or technical integrity of the Services. Contract No. E-Vcrify Affidavit DocuSign Envetope ID: 1 F6F4F94-D7A7-476&8890-D011 D38DFE80 Invoicing & Payment Terms 4. Client will pay the amounts owed to CivicPlus for the 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 Contract No. E -Verify Affidavit DocuSign Envelope ID: 1F6F4F94-07A7-4768-BB90-D011D38DFEBo required to be filled out and submitted by Client (the "Contact Sheet"). Client shall provide accurate, current and complete information of Client's legal business name, address, email address, and phone number in the Contact Sheet upon submission of a signed SOW. Client will maintain and promptly update the Contact Sheet information if it should change. Upon Client's request, CivicPlus will mail hard -copy invoices for a $5.00 convenience fee. 5. Each SOW will state the amount of days from date of invoice payment is due. Unless otherwise limited by law, a finance chargc of 1.5 percent (%) per month or the maximum rate permitted by applicable law, whichever is less, will be added to past due accounts from due date until paid. Payments received will be applied first to finance charges, then to the oldest outstanding invoice(s). If the Client's account exceeds 60 days past due, support will be discontinued until the Client's account is made current. If the Client's account exceeds 90 days past due, Annual Recurring Services will be discontinued, and the Client will no longer have access to the Services until the Client's account is made current. Client will be given 15 days' notice prior to discontinuation of Services for non-payment. 6. During the performance of services during Project Development, if 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, Client does not show up for scheduled meetings or trainings), Client agreesto reimburse CivicPlus for such fees, not to exceed $1,000 per CivicPlus employee. CivicPlus shall notify Client prior to incurringsuch expenses and shall only incur those expenses which are approved by Client. Ownership & Content Responsibility 7. Upon full and complete payment of amounts owed for Project Development under the applicable SOW, Client will own the website graphic designs, webpage or Services content, module content, importable/exportable data, and archived information ("Client Content") created by CivicPlus on behalf of Client pursuant to this Agreement. "Client Content" also includes any elements of text, graphics, images, photos, designs, artworks, logos, trademarks, services marks, and other materials or content which Client provides or inputs into any website, software or module in connection with any Services. Client Content excludes any content in the public domain; and any content owned or licensed by CivicPlus, whether in connection with providing Services or otherwise. 8. Upon completion of the Project Development, Client will assumc full responsibility for Client Content maintenance and administration. Client, not CivicPlus, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Client Content. Client hereby grants CivicPlus a worldwide, non-exclusive right and license to reproduce, distribute and display the Client Content as necessary to provide the Services. Client represents and warrants that Client owns all Client Content or that Client has permission from the rightful owner to use each of the elements of Client Content; and that Client has all rights necessary for CivicPlus to use the Client Content in connection with providing the Services. 9. At any time during the term of the applicable SOW, Client will have the ability to download the Client Content and export the Client data through the Services. Client may request CivicPlus to perform the export of Client data and provide the Client data to Client in a commonly used format at any time, for a fee to be quoted at time of request and approved by Client. Upon termination of the applicable SOW for any reason, whether or not Client has retrieved or requested the Client data, CivicPlus reserves the right to permanently and definitively delete the Client Content and Client 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, Client will not have access to the Services. 10. 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 the Services ("CivicPlus Property") will remain the property of CivicPlus. CivicPlus Property specifically excludes Client Content. Client 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 Contract No. E -Verify Affidavit DocuSign Envelope ID: 1 F6F4F94-D7A7-4768-8890-D011 D38DFEB0 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 Contract No. E -Verify Affidavit DocuSign Envelope ID: 1F6F4F94-D7A7-4768-BB90-DO11D38DFEBO Property administrative access on any other server or wireless or internet-based device that may allow third party entities, other than Client, 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; or (v) 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 aretrademarks of CivicPlus, and no right or license is granted to use them outside of the licenses set forth in this Agreement. 11. Provided Client complies with the terms and conditions herein, the relevant SOW, and license restrictions set forth in §10, CivicPlus hereby grants Client a limited, nontransferable, nonexclusive, license to access and use the CivicPlus Property associated with any valid and effective SOW, for the term of the respective SOW. 12. 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. Client and its Users are granted a limited license to access Documentation as needed. Client shall not copy, download, distribute, or make derivatives of the Documentation. 13. Client acknowledges that CivicPlus may continually develop, alter, deliver, and provide to the Client 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 Client at no additional charge. In the event that CivicPlus creates new products or enhancements to the Services ("New Services"), and Client desires these New Services, then Client will have to pay CivicPlus the appropriate fee for the access to and use of the New Services. If Client disputes any change, then CivicPlus shall use its reasonable best efforts to resolve the dispute. 14. CivicPlus in its sole discretion, may utilize all comments and suggestions, whether written or oral, furnished by Client to CivicPlus in connection with its access to and use of the Services (all reports, comments and suggestions provided by Client hereunder constitute, collectively, the "Feedback"). Client 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 15. Unless prohibited by the law of Client's state, the Parties shall defend, indemnify and hold the other Party, its partners, employees, and agents harmless from and against any and all third party lawsuits, claims, demands, penalties, losses, fines, liabilities, damages, and expenses, including attorney's fees, of any kind, without limitation, arising out of the negligent actions and omissions, or intentionally malicious actions or omissions of the indemnifying Party or its affiliates, partners, employees, and agents, directly associated with this Agreement and the installation and ongoing operations of Services contemplated by the SOW. This section shall not apply to the extent that any lawsuits, claims, demands, penalties, losses, fines, liabilities, damages, and expenses is caused by the negligence or willful misconduct on the part of the indemnified Party. Responsibilities of the Parties 16. 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 Client. 17. CivicPlus will not be liable for any failure of performance that is caused by or the result of any act or omission by Client or any entity employed/contracted on the Client's behalf. During Project Development, Client will be responsive and cooperative with CivicPlus to ensure the Project Development is completed in a timely manner. Contract No. E -Verify Affidavit DocuSign Envelope ID: 1 F6F4F94-D7A7-4768-BB90-D011 D38DFEBO 18. Client agrees that it is solely responsible for any solicitation, collection, storage, or other use of end -user's personal data on any Service provided by CivicPlus. Client further agrees that CivicPlus has no responsibility for the use or storage of end -users' Contract No. E -Verify Affidavit DocuSign Envelope ID: 1F6F4F94-D7A7-4768-BB90-D011D3BDFEBo personal data in connection with the Services or the consequences of the solicitation, collection, storage, or other use by Client or by any third party of personal data. 19. Client is responsible for all activity that occurs under Client's accounts by or on behalf of Client. Client agrees to (a) be solely responsible for all designated and authorized individuals chosen by Client ("User") activity, which must be in accordance with this Agreement and the CivicPlus Terms of Use; (b) be solely responsible for Client 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 Client 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; and (c) use the Services only in accordance with applicable laws and regulations. 20. 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. 21. CivicPlus shall not be responsible for any act or omission of any third -party vendor or service provider that Client has selected to integrate any of its Services with. 22. If implementation services. such as consulting or training, arc purchased by Client and are not used solely due to the inaction or unresponsiveness of Client during the implementation period, then these services shall expire within 30 days after implementation closeout. The Client may choose to re -schedule any unused implementation services during this 30 day period as mutually agreed upon by the Parties. Any implementation services that have not been used or rescheduled shall be marked complete and closed upon the expiration of the 30 day period. Data Security 23. 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 Client 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 expressly permitted in writing by Client; or (d) in compliance with our Privacy Policy, CivicPlus will not modify Client data or disclose Client data, unless specifically directed by Client or compelled by law. Notwithstanding the foregoing, CivicPlus reserves the right to delete known malicious accounts without Client authorization. 24. Client acknowledges and agrees that CivicPlus utilizes third -party service providers to host and provide the Services and store Client data and the protection of such data will be in accordance with such third party's safeguards for the protection and the security and confidentiality of Client's data. 25. CivicPlus may offer Client the ability to use third -party applications in combination with the Services. Any such third -party application will be subject to acceptance by Client. In connection with any such third -party application agreed to by Client, Client acknowledges and agrees that CivicPlus may allow the third -party providers access to Client 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 Client to agree to a separate agreement or terms and conditions with the provider of the third -party application, which will govern Client's use of such third -party application. 26. In the event of a security breach at the sole fault of the 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 Contract No. E -Verify Affidavit DocuSign Envelope ID: 1 F6F4F94-D7A7-4768-8690-D011 D38DFEBO 27. 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. Client will have 24/7 access to the online Contract No. E-Vcrify Affidavit DocuSign Envelope ID: 1F6F4F94-D7A7-4768-8890-D011D38DFEBO 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) 28. 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 enginecrsserve 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. Client delegated Users may receivetutorials and guidance on account modifications but will perform the action themselves. 29. CivicPlus support hours span between the hours of 7 am to 7 pm CST, but may vary by product. Client will have 24/7 access to the online CivicPlus Help Center (civicplus.help) to obtain each product's support hours, 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/requeststnew).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 Client at the time of the request and will be subject to Client acceptance and invoiced the next business day following the non-emergencysupport. CivicPlus shall have the sole discretion to determine whether support requests qualify as an emergency, exceed reasonable use or are outside the scope of services outlined in any SOW. 30. If a reported problem cannot be solved during the first support interaction, Client 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 31. Client hereby authorizes CivicPlus to use Client's name and logo on CivicPlus's wcbsite and in sales and marketing presentations. Such authorization may be withdrawn by Client at any time for any reason or no reason at all upon written notice to CivicPlus. Client may publicly refer to itself as a customer of the CivicPlus Services, including on Client'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 purpose set forth in this §28. 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 32. CivicPlus' liability arising out of or related to this Agreement, or any associated SOW, will not exceed the Annual Recurring Services amounts paid by Client in the year prior to such claim of liability. 33. In no event will CivicPlus be liable to Client for any consequential, indirect, special, incidental, or punitive damages arising out of or related to this Agreement, 34. The liabilities limited by Section 32 and 33 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 Client is advised in advance of the possibility of the damages in question and even if such damages were foreseeable; and (d) even if Client'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. Warranties and Disclaimer 35. Each person signing the SOW, or otherwise agreeing to the terms of this Agreement, represents and warrants that he or she Contract No. E -Verify Affidavit DocuSign Envelope ID: 1 F6F4F94-D7A7-4766-BB90-D011 D38DFEB0 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 Contract No. E -Verify Affidavit DocuSign Envelope ID: 1F6F4F94-D7A7-4768-8B90-D011D38DFEBO 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. 36. CivicPlus warrants that the Services will perform substantially in accordance with documentation and marketing proposals, and fret of any material defect. CivicPlus warrants to the Client 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. 37. EXCEPT FOR THE EXPRESS WARRANTIES IN THIS AGREEMENT, 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. 38. 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 CLIENT 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 39. 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, civic disturbance, riot, war, national emergency, act of public enemy, or other cause of similar or dissimilar nature beyond its control. Taxes 40. The amounts owed for the Services exclude, and Client 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 Client is tax-exempt, the Client must provide CivicPlus proof of their tax-exempt status, within fifteen (15) days of contract signing, and the fees owed by Client under this Agreement will not be taxed. If such exemption certificate is challenged or held invalid by a taxing authority then Client agrees to pay for all resulting fines, penalties and expenses. Other Documents 41. 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 Client 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 . Interlocal Purchasing Consent/ Cooperative Purchasing Contract No. E -Verify Affidavit DocuSign Envelope ID: 1 F6F4F94-D7A7-4768-BB90-D011 D38DFEB0 42. 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 Client's home -state to purchase at the SOW prices and specifications in accordance with the terms stated herein. Contract No. E -Verify Affidavit DocuSign Envelope ID: 1 F6F4F94-D7A7-4768-B890-0011 D38DFEBO 43. 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 44. The invalidity, in whole or in part, of any provision of this Agreement shall not void or affect the validity of any other provision of this Agreement. 45. 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." 46. The Parties will use reasonable efforts to resolve any dispute between them in good faith prior to initiating legal action. 47. 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 mariner 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 Client. 48. Due to the rapidly changing nature of software as a service and digital communications, CivicPlus may unilaterally update this Agreement from time to time. In the event CivicPlus believes such change is a material alteration of the terms herein, CivicPlus will provide Client with written notice describing such change via email or through its website. Client's continued use of the Services following such updates constitutes Client's acceptance of the same. In the event Client rejects the update to the terms herein, Client must notify CivicPlus of its objection within ten (10) days receipt of notice of such update. Contract No. Exhibit A: Scope of Services