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HomeMy WebLinkAboutAgreement_General_5/21/2020_CivicPlus VILLAGE OF TEQUESTA AGREEMENT FOR WEBSITE REDESIGN, MAINTENANCE AND RELATED SERVICES THIS AGREEMENT FOR WEBSITE REDESIGN, MAINTENANCE AND RELATED SERVICES is entered into and effective this 4.1 day of 2020 (the Effective Date) by and between the VILLAGE OF TE Q U E S TA, a Florida municipal corporation with offices located at 345 Tequesta Drive, Tequesta, Florida 33469-0273, organized and existing in accordance with the laws of the State of Florida, hereinafter the "Village"; and Civic Plus LLC a foreign corporation with offices located at 302 S. 41h Street, Suite 500, Manhattan, Kansas 66502, hereinafter the "Contractor" and collectively with the Village, the "Parties". WITNESSETH The Village and the Contractor, in consideration of the mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by both Parties,hereby agree as follows: 1. SCOPE OF SERVICES: The Parties hereby agree to enter into this Agreement whereby the Contractor shall provide website redesign and related services pursuant to all applicable statutory, licensing and Village code requirements. The Parties agree to enter into this Agreement pursuant to the Contractor's Master Services Agreement and Statement of Work#I ,which are hereby fully incorporated into this Agreement and attached hereto as Composite Exhibit"A". 2. COMPENSATION: In consideration for the above Scope of Services, the Village agrees to pay the Contractor an amount not to exceed Five Thousand Dollars ($5,000.00) as specified in the Statement of Work#l, as contained in Composite Exhibit"A". The Village also agrees to pay the Contractor fees and charges as specified in paragraphs 6 — 9 of the Master Services Agreement and paragraphs 3 and 6 of the Statement of Work#1,as contained in Composite Exhibit"A", from time to time as such fees and charges may become applicable. Payment shall be in accordance Page 1 of 8 with Invoicing and Payment Terms (paragraphs 6 through 9) in the Master Services Agreement, as contained in Composite Exhibit"A". 3. TERM; TERMINATION: This Agreement contemplates services on an annual basis. This agreement shall continue on an annual basis from year to year upon invoicing by the Contractor and neither Party terminating this agreement. This Agreement may be terminated for any reason or no reason by either Party at the conclusion of the then current Statement of Work,upon 60 days' advance written notice to the other Party,prior to the conclusion of said Statement of Work. 4. NOTICE:Notice for purposes of this Agreement shall be considered sufficient when sent by certified mail or hand delivered to the Parties during regular business hours at the following addresses: Village Contractor Village of Tequesta Civic Plus LLC 345 Tequesta Drive 302S. 4 th Street, Suite 500 Tequesta, FL 33469 Manhattan,KS 66502 Attn: Village Manager Attn: Contract Manager 5. INSURANCE: The Contractor shall provide proof of professional liability insurance, commercial liability and workman's compensation insurance in such amounts as noted below by the Village and shall name the Village as an "additional insured" on the liability portion of the insurance policy. Professional Liability (Errors&Omissions)Insurance - Professional Liability Insurance with the limits of liability provided by such policy for each claim and on a claim made basis or on an occurrence basis to be no less than one million Dollars ($1,000,000) per occurrence with a limit of no less than two million dollars($2,000,000)aggregate with a deductible per claim not to exceed ten percent(10%) of the limit of liability. CONSULTANT shall notify the CITY in writing within thirty (30) days of any claim filed or made against its Professional Liability Insurance Policy. CONSULTANT acknowledges that the CITY is relying on the competence of the CONSULTANT to design a project to meet its functional intent. If it is determined during construction of a project that changes must be made due to CONSULTANT's negligent errors and omissions, Page 2 of 8 CONSULTANT shall promptly rectify them at no cost to CITY and shall be responsible for additional costs, if any, of a project to the proportional extent caused by such negligent errors or omissions. Commercial Liability Insurance - A Commercial Liability Insurance Policy shall be provided which shall contain limits of no less than One Million Dollars ($1,000,000.00)per occurrence for bodily injury liability,personal injury liability and property damage liability on a per project basis, and shall contain limits of no less than a Two Million Dollars ($2,000.000.00) aggregate. Coverage must be afforded on a form no more restrictive than CG 20 10 10 01 and CG 20 37 10 01 Commercial Liability Policy, without restrictive endorsements, as filed by the Insurance Services Office and must include: premises and operations, independent contractors, products and/or completed operations for contracts,broad form contractual coverage applicable to this specific Contract including any hold harmless and/or indemnification Contract,personal injury coverage with employee and contractual exclusions removed and policy limits shall be applied on a primary and non-contributory basis. Workers Compensation Insurance - Workers' Compensation insurance to apply for all employees in compliance with Chapter 440, Florida Statutes, as may be amended from time to time,the"Workers'Compensation Law"of the State of Florida,and all applicable Federal laws. In addition, the policy(ies) must include employers' liability with a limit of One Million Dollars ($1,000,000.00) each accident, One Million Dollars ($1,000,000.00) aggregate limit by disease and One Million Dollars ($1,000,000.00) each employee by disease. Additionally, if there will be operations undertaken on or about navigable waters, a coverage endorsement must be included for the U.S. Longshoremen & Harbor Workers Act and Jones Act. If exempt for Worker's Compensation,proper documentation shall be provided. 6. INDEMNIFICATION: In addition to the indemnification language contained in the Indemnification provision (paragraph 16) in the Master Services Agreement, as contained in Composite Exhibit"A"the Parties further agree that in no event shall the Village's indemnification obligations exceed the limits contained in Sec. 768.28,Florida Statutes, including per person and per event limits, limits on attorney's fees, and prohibitions on pre judgment interest and punitive Page 3 of 8 damages. Moreover, it is agreed that nothing in this Agreement shall be construed as a waiver of the Village's sovereign immunity beyond the waiver provided by Sec. 768.28, Florida Statutes, and that nothing in this Agreement shall be construed as the Village's consent to be sued by third parties. 7. PUBLIC ENTITIES CRIMES ACT: As provided in Sections 287.132-133, Florida Statutes, by entering into this Agreement or performing any work in furtherance hereof, the Contractor certifies that it,its affiliates,suppliers,subcontractors and consultants who will perform hereunder, have not been placed on the convicted vendor list maintained by the State of Florida Department of Management Services within thirty-six(36)months immediately preceding the date hereof. This notice is required by Section 287.133(3)(a),Florida Statutes. 8. INDEPENDENT CONTRACTOR: It is specifically understood that the Contractor is an independent contractor and not an employee of the Village. Both the Village and the Contractor agree that this Agreement is not a contract for employment and that no relationship of employee— employer or principal—agent is or shall be created hereby,nor shall hereafter exist by reason of the performance of the services herein provided. 9. INSPECTOR GENERAL: Pursuant to Article XII of the Palm Beach County Charter, the Office of the Inspector General has jurisdiction to investigate municipal matters,review and audit municipal contracts and other transactions, and make reports and recommendations to municipal governing bodies based on such audits,reviews,or investigations. All parties doing business with the Village shall fully cooperate with the inspector general in the exercise of the inspector general's functions, authority, and power. The inspector general has the power to take sworn statements, require the production of records, and to audit, monitor, investigate and inspect the activities of the Village, as well as contractors and lobbyists of the Village in order to detect, deter, prevent, and eradicate fraud, waste, mismanagement, misconduct, and abuses. 10. SCRUTINIZED COMPANIES: For Contracts under$1 M, the Contractor certifies that it is not on the Scrutinized Companies that Boycott Israel List created pursuant to Section 215.4725, Florida Statutes, and that it is not engaged in a boycott of Israel. The Village may terminate this Agreement at the Village's option if the Contractor is found to have submitted a false certification as provided under Section 287.135(5), Florida Statutes, if the Contractor has been placed on the Page 4 of 8 Scrutinized Companies that Boycott Israel List created pursuant to Section 215.4725, Florida Statutes,or if Contractor is engaged in a boycott of Israel. For Contracts over$1M,the Contractor certifies that it is not on the Scrutinized Companies with Activities in Sudan List, the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List,or the Scrutinized Companies that Boycott Israel List created pursuant to Section 215.4725, Florida Statutes. The Contractor further certifies that it is not engaged in a boycott of Israel, and that it does not have business operations in Cuba or Syria, as similarly provided in Section 287.135, Florida Statutes. The Village may terminate this Agreement at the Village's option if the Contractor is found to have submitted a false certification as provided under Section 287.135(5), Florida Statutes or if the Contractor has been placed on one of the aforementioned lists created pursuant to Section 215.4725, Florida Statutes. Additionally, the Village may terminate this Agreement at the Village's option if the Contractor is engaged in a boycott of Israel or has been engaged in business operations in Cuba or Syria, as defined in Section 287.135,Florida Statutes. 11. CONFLICTS OF INTEREST: The Contractor represents that it has no interest and shall acquire no interest which conflict in any manner with [enter description goods/services provided], as provided for in Chapter 112, Part III, Florida Statutes.The Contractor further represents that no person having any interest shall be employed for said performance. The Contractor shall promptly notify the Village in writing by certified mail of all potential conflicts of interest for any prospective business association, interest or other circumstance which may influence or appear to influence the Contractor's judgment or quality of services being provided hereunder. Such written notification shall identify the prospective business association,interest or circumstance,the nature of work that Contractor may undertake and request and opinion of the Village as to whether the association, interest or circumstance would in the opinion of the Village, constitute a conflict of interest if entered into by the Contractor. The Village shall notify the Contractor of its opinion by certified mail within thirty(30) days of receipt of notification by the Contractor. If, in the opinion of the Village, the prospective business association, interest or circumstance would not constitute a conflict of interest by the Contractor, the Village shall so state in the notification and the Contractor shall, at its option, enter into said association, interest or circumstance and it shall be deemed not in conflict of interest with respect to services provided to the Village by the Contractor under the terms of this Agreement. Page 5 of 8 12. ATTORNEY'S FEES: In the event a dispute arises concerning this Agreement, the prevailing party shall be awarded attorney's fees, including fees on appeal. In accordance with paragraph 6 above, the Village's payment of any attorney's feed pursuant to this provision shall in no event exceed the maximum allowed by Sec. 768.28,Florida Statutes. 13. FORCE MAJEURE: Neither Party shall not be considered in default by reason of any failure in performance under this Agreement if such failure arises out of causes reasonably beyond the control of the Contractor or its subcontractors and without their fault or negligence. Such causes include but are not limited to acts of God; acts of war; natural or public health emergencies; labor disputes;freight embargoes; and abnormally severe and unusual weather conditions. 14. CHOICE OF LAW; VENUE: This Agreement shall be governed and construed in accordance with the laws of the State of Florida, and venue shall be in Palm Beach County should any dispute arise with regard to this Agreement. 15. AMENDMENTS AND ASSIGNMENTS: This Agreement,all Exhibits attached hereto,and required insurance certificates constitute the entire Agreement between the Parties; no modifications shall be made to this Agreement unless in writing, agreed to by both Parties, and attached hereto as an addendum to this Agreement. The Contractor shall not transfer or assign the provision of services called for in this Agreement without prior written consent of the Village. 16. PUBLIC RECORDS: Any other provision of this Agreement notwithstanding, including but not limited to the Intellectual Property & Ownership provisions (paragraphs 14 and 15) set forth in in the Master Services Agreement, as contained in Composite Exhibit"A", in accordance with Section 119.0701, Florida Statutes, the Contractor must keep and maintain this Agreement and any other records associated therewith and that are associated with the performance of the work described in the Proposal or Bid. Upon request from the Village's custodian of public records, the Contractor must provide the Village with copies of requested records, or allow such records to be inspected or copied, within a reasonable time in accordance with access and cost requirements of Chapter 119, Florida Statutes. A Contractor who fails to provide the public records to the Village, or fails to make them available for inspection or copying, within a Page 6 of 8 reasonable time may be subject to attorney's fees and costs pursuant to Section 119.070 1,Florida Statutes, and other penalties under Section 119.10,Florida Statutes. Further,the Contractor shall ensure that any exempt or confidential records associated with this Agreement or associated with the provision of services contemplated herein are not disclosed except as authorized by law for the duration of the Agreement term,and following completion of the Agreement if the Contractor does not transfer the records to the Village. Finally,upon completion of the Agreement,the Contractor shall transfer, at no cost to the Village, all public records in possession of the Contractor, or keep and maintain public records required by the Village. If the Contractor transfers all public records to the Village upon completion of the Agreement,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 Agreement, the Contractor shall meet all applicable requirements for retaining public records. Records that are stored electronically must be provided to the Village, upon request from the Village's custodian of public records,in a format that is compatible with the Village's information technology systems. 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, PLEASE CONTACT THE VILLAGE CLERK, RECORDS CUSTODIAN FOR THE VILLAGE, AT (561) 768-06859 OR AT lmcwilliamsnu,tecguesta.org, OR AT 345 TEQUESTA DRIVE, TEQUESTA, FLORIDA 33469. 17.HEADINGS: The headings contained in this Agreement are provided for convenience only and shall not be considered in construing, interpreting or enforcing this Agreement. 18.SEVERABILITY: The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability or any other provision of this Agreement and this Agreement shall be construed and enforced in all respects as if the invalid or unenforceable provision is not contained herein. Page 7 of 8 19. WAIVER: No waiver by the Village of any provision of this Agreement shall be deemed to be a waiver of any other provisions hereof or of any subsequent breach by the Contractor of the same, or any other provision or the enforcement hereof. The Village's consent to or approval of any act requiring the Village's consent or approval of any act by the Contractor shall not be deemed to render unnecessary the obtaining of the Village's consent to or approval of any subsequent consent or approval of, whether or not similar to the act so consented or approved. 20. ENTIRE AGREEMENT: This seven (7) page Agreement with its Composite Exhibit "A" constitutes the entire agreement between the parties; no modification shall be made to this Agreement unless such modification is in writing, agreed to by both parties and attached hereto as an addendum to this Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year first above written. CIVIC PLUS LLC By: (Corporate Seal) VILLAGE OF TEQUESTA ATTEST: By: remy Allen, Village Manager Lori McWilliams, MMC Village Clerk SEAL %INCORPORATED.•` Pa � ,- 19. WAIVER: No waiver by the,Village of any provision of this Agreement shall be deemed to be a waiver of any other provisions hereof or of any subsequent breach by the Contractor of the same. or any other provision or the enforcernent.hercof. The Village's consent to or approval of any act requiring the Village's consent or approval of act by the Contractorshallnot be deemed to render unnecessary the obtaining of the Village's consent to or approval of any subsequent consent or approval of, whether or not similar to the act so consented or approved. 20.ENTIRE AGREEMENT: This seven (7) page Agreement with its Composite Exhibit"A." constitutes the entire agreement between the parties; no modification shall be made to this Agreement unless such modilleation is in writing,agreed to by both parties and attached hereto as an addendum to this Agreement. IN WITNESS WHEREOF. the parties hereto have executed this Agreement on the date and year first above written. CIVIC PLUS LLC A By.: Amy Vikander, Vice President of Client Services (Corporate Seal) VILLAGE OF TEQUESTA ATTEST: By: reiny, Allen,Village Manager 0 el cal) Lori'MeWil fiarris,MMC Village Clerk SEAL Nqa :INCORPORATED= 4 Cp Master Services Agreement for Tequesta, FL Master Services Agreement THIS Master Services Agreement("Agreement") is agreed to by and between CivicPlus, LLC d/b/a CivicPlus ("CivicPlus") and Tequesta, Florida ("Client") (referred to individually as"Party" and jointly as"Parties")and shall be effective as of the later date of signing indicated at the end of this Agreement("Effective Date"). RECITALS I. WHEREAS,CivicPlus is engaged in the business of developing, marketing and selling custom community engagement and government management platforms and services that include but are not limited to web sites,web interfaces and portals and proprietary software systems and associated modules; in addition to project development, design, implementation, support and hosting services for same; II. WHEREAS,Client wishes to engage in a relationship with CivicPlus for such services and/or license for the development and use of proprietary software developed and owned by CivicPlus; III. WHEREAS, Client and CivicPlus have agreed to certain terms as set forth in this Agreement by this written instrument duly executed by the Parties; NOW,THEREFORE,Client and CivicPlus agree as follows: Term&Termination 1. This Agreement shall commence on the date set forth below and shall remain in full force and effect during the term of any associated or attached Statement of Work ("SOW') between CivicPlus and Client. This Agreement and any associated or attached SOW will continue under the conditions set forth herein until terminated by either Party as specifically authorized herein. 2. Either Party may terminate this Agreement or any associated SOW at the end of the SOW term by providing the other Party with 60 days'written notice prior to the SOW renewal date. 3. Upon termination of this Agreement or any associated or attached SOW,the licenses granted for such relevant SOW by Section 15,below,will terminate;Client shall cease all use of the CivicPlus Property(as defined herein)associated with the terminated SOW. 4. Notwithstanding the above, in the event this Agreement or any SOW is terminated, for any reason, prior to payment in full being made by Client forwork completed by CivicPlus, any outstanding invoices or future planned billing for the development of Client's chosen government management platform and/or services, as defined in the SOW("Project Development"), shall immediately become due in full. Statements of Work 5. CivicPlus agrees to perform services and/or produce deliverables in accordance with the SOW in consideration of the fees owed by Client in described in the same SOW. Multiple and successive SOW may be entered into and shall be attached hereto. Such SOWs are incorporated into this Agreement by reference and subject to the terms&conditions contained herein pursuant to Section 27. Invoicing&Payment Terms 6. Invoices shall be sent electronically to the individual/entity designated in the SOW's contact sheet,to be filled out and submitted by Client. Client shall provide accurate, current and complete information of Client's legal business name,address, email address,and phone number,and maintain and promptly update this information if it should change. Upon request CivicPlus will mail invoices,and the Client will be charged a$5.00 convenience fee. 7. Payment is due 30 days from date of invoice. Unless otherwise limited by law, a finance charge of 1.5 percent (%)per month or$5.00,whichever is greater,will be added to past due accounts. Payments received will be applied first to finance charges,then to the oldest outstanding invoice(s). 8. 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 Services will be discontinued, and the Client website, modules, interfaces or portals will no longer be active until the Client's account is made current. Client will be given 30 days'notice prior to discontinuation of services for non-payment. 9. If the Client requests a change in the timeline set forth and agreed upon at the beginning of the services, and such change causes CivicPlus to incur additional expenses (i.e. airline change fees, consultant fees), Client agrees to reimburse CivicPlus for those fees. Not to exceed $1,000 per CivicPlus resource per trip. CivicPlus shall notify MSA Page 1 of 4 CivicPlus•302 S.4th Street,Suite 500•Manhattan,KS 66502•www.CivicPlus.com Toll Free 888-228-2233•Accounting Ext.291 •Fax 785-587-8951 V. MSA.02.21.18-0000 Cp Master Services Agreement for Tequesta, FL Client prior to incurring such expenses and shall only incur those expenses which are approved by Client. Ownership&Content Responsibility 10. Upon full and complete payment of submitted invoices for any SOW Project Development Fees, Client will own the website graphic designs, webpage or software content, module content, importable/exportable data, and archived information as created by CivicPlus on behalf of Client pursuant to this Agreement("Customer Content"). 11. Upon completion of any SOW Project Development, Client will assume full responsibility for website, software or module 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 Customer Content. 12. Client agrees that CivicPlus shall not migrate, convert, or port content or information that could reasonably be construed to be time-sensitive,such as calendar or blog content, in any Project Development. 13. Client will make a reasonable attempt to work with CivicPlus, if requested,to create a news item to be released in conjunction with their project Go-Live date. Client will provide CivicPlus with contact information for local and regional media outlets. CivicPlus may use the press release in any marketing materials as desired throughout the term of this Agreement. Intellectual Property&Ownership 14. Intellectual Property of any software or other original works created by or licensed to CivicPlus prior to the execution of this Agreement ("CivicPlus Property")will remain the property of CivicPlus. 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; (ii) 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;or(iv)reverse engineer or 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. 15. Provided Client complies with the terms and conditions herein,the relevant SOW,and license restrictions set forth in Section 14, CivicPlus hereby grants Client a limited, nontransferable,nonexclusive, license to access and use the CivicPlus Property associated with any valid and effective SOW associated with this Agreement, for the term of the respective SOW. Indemnification 16. To the extent permitted by the law of Client's state, Client and CivicPlus shall defend, indemnify and hold the other Party, its partners,employees,and agents harmless from and against any and all 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 partners, employees, and agents, directly associated with this Agreement and the operations and installation of software contemplated by this Agreement.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 other Party. Client Responsibilities 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 Client. 18. 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. 19. Client agrees that it is solely responsible for any solicitation, collection,storage, or other use of end-users'personal data on any website or online service provided by CivicPlus. Client further agrees that CivicPlus has no responsibility for the use or storage of end-users'personal data in connection with the website or the consequences of the solicitation,collection,storage, or other use by Client or by any third party of personal data. 20. To the extent it may apply to any service or deliverable of any SOW, user logins are for designated individuals chosen by Client("Users")and cannot be shared or used by more than one User. Client will be responsible for the confidentiality and use of User's passwords and User names. Client will also be responsible for all electronic communications, including those containing business information, account registration, account holder information, financial information, Client data, and all other data of any kind contained within emails or otherwise entered electronically through any CivicPlus Property or under MSA Page 2 of 4 CivicPlus•302 S.4th Street,Suite 500•Manhattan,KS 66502•www.CiviePlus.com Toll Free 888-228-2233•Accounting Ext.291 -Fax 785-587-8951 V. MSA.02.21.18-0000 CPMaster Services Agreement for Tequesta, FL Client's account. CivicPlus will act as though Client will have sent any electronic communications it receives under Client's passwords, user name, and/or account number. Client shall use commercially reasonable efforts to prevent unauthorized access to or use of any CivicPlus Property and shall promptly notify CivicPlus of any unauthorized access or use of any CivicPlus Property and any loss or theft or unauthorized use of any User's password or name and/or user personal information. 21. Client shall comply with all applicable local, state, and federal laws, treaties, regulations, and conventions in connection with its use of any of the services or CivicPlus Property. Limitation of Liability 22. CivicPlus'liability arising out of or related to this Agreement,or any associated SOW,will not exceed the Annual Services Fee paid by Client in the year prior to such claim of liability. 23. 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. 24. The liabilities limited by Section 22 and 23 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. Force Majeure 25. 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,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 26. It is CivicPlus' policy to pass through sales tax in those jurisdictions where such tax is required. 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 the Client's state taxation laws change,the Client will begin to be charged sales tax in accordancewith their jurisdiction's tax requirements and CivicPlus has the right to collect payment from the Client for past due taxes. Other Documents 27. The following,if applicable, are to be attached to and made part of this Agreement: a. Any Addendum and/or Amendment to this Agreement signed by both Parties; b. Exhibit A-Statement(s)of Work; c. Service Agreement Sales Forms; d. Service Agreements previously executed between the Parties; and e. Custom Development/Retainer Agreement 28. In the event of conflict with an attachment to this Agreement, any addendum and/or amendment made to the main body of this Agreement will govern. Notwithstanding the foregoing, no SOW or other attachment incorporated into this Agreement after execution of this main body of this Agreement will be construed to amend this main body unless it specifically states its intent to do so and cites the section or sections amended. 29. This Agreement and all attachments hereto sets forth the entire agreement of the Parties and supersedes all prior or contemporaneous writings, negotiations, and discussions with respect to its subject matter. Interlocal Purchasing Consent 30. With the prior approval of CivicPlus, which may be withheld for any or no reason within CivicPlus' sole discretion, this Agreement and any attached SOWs 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. Miscellaneous Provisions 31. 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. 32. No amendment,assignment or change to this Agreement or any included SOW shall be effective unless by a written instrument executed by each of the Parties. MSA Page 3 of 4 CivicPlus•302 S.01 Street,Suite 500•Manhattan,KS 66502•www.CivicPlus.com Toll Free 888-228-2233•Accounting Ext.291 •Fax 785-587-8951 V. MSA.02.21.18-0000 C;) Master Services Agreement for Tequesta, FL 33. This Agreement may be executed in one or more counterparts. Each counterpart will be an original, but all such counterparts will constitute a single instrument. 34. Each person signing this Agreement represents and warrants that he or she is duly authorized and has legal capacity to execute and deliver this Agreement. Each Party represents and warrants to the other that the execution and delivery of the Agreement and the performance of such Party's obligations hereunder have been duly authorized and that the Agreement is a valid and legal agreement binding on such Party and enforceable in accordance with its terms. Acceptance We,the undersigned,agreeing to the conditions specified in this document,understand and consent to the terms&conditions of this Agreement. Client CivicPlus By: By: Name: Name: Title: 4Ld Title: Date: 1 J Date: Sign and E-mail the entire contract with exhibits to: Contracts(cDCivicPlus.com Signature pages sent without the entire contract attached will not be accepted. We will e-mail a counter-signed copy of the contract back to you once we begin your project. CivicPlus does not require a physical copy of the contract,however,if you would like a physical copy of the contract,mail one(1)copy of the contract with original signature to: CivicPlus Contract Manager 302 S.41" Street, Suite 500 Manhattan, KS 66502 Upon receipt of signed original, we will counter-sign and return the copy for your files. MSA Page 4 of 4 CivicPlus•302 S.4th Street,Suite 500•Manhattan,KS 66502•www.CivicPlus.com Toll Free 888-228-2233•Accounting Ext.291 •Fax 785-587-8951 V. MSA.02.21.18-0000 C;) Master Services Agreement for Tequesta, FL 33. This Agreement may be executed in one or more counterparts. Each counterpart will be an original, but all such counterparts will constitute a single instrument. 34. Each person signing this Agreement represents and warrants that he or she is duly authorized and has legal capacity to execute and deliver this Agreement. Each Party represents and warrants to the other that the execution and delivery of the Agreement and the performance of such Party's obligations hereunder have been duly authorized and that the Agreement is a valid and legal agreement binding on such Party and enforceable in accordance with its terms. Acceptance We,the undersigned,agreeing to the conditions specified in this document,understand and consent to the terms&conditions of this Agreement. Client Civieplus By: �.. By: Name: Name: AmV Vikander Title: [i_\&-_r\at Title:Vice President of Client pate: Date: Services rpt � 6/1/2020 Sign and E-mail the entire contract with exhibits to: C r ntr-3cts a�C }L�s ^m Signature pages sent without the entire contract attached will not be accepted. We will e-mail a counter-signed copy of the contract back to you once we begin your project. CivicPlus does not require a physical copy of the contract,however,if you would like a physical copy of the contract,mail one('t)copy of the contract with original signature to: CivicPlus Contract Manager 3102 S.41h Street, Suite 500 Manhattan, KS 66502 Upon receipt of signed original,we will counter-sign and return the copy for your files. MSA Page 4 of 4 CivicPlus•302 S.41'Street,Suite 500•Manhattan,KS 66502•www.CivicPlus.com Toll Free 888-228-2233•Accounting Ext.291*Fax 785-587-8951 V.MSA.02.21.18-0000 C;) Exhibit A.1 for Tequesta, FL Exhibit A.1 - CivicPlus Statement of Work#1 Annual Services(Continuing GCMS®Enhancements, Maintenance,Support and Hosting) Subject to annual 3%increase $5,000 Includes 1x SSL 4 Year Recurring Redesign Total Annual Services $5,000 1. Performance and payment under this SOW shall be subject to the terms&conditions of the Agreement by and between Client and CivicPlus,to which this Statement of Work#1 (SOW#1)is hereby attached as Exhibit A.1. 2. This SOW#1 shall remain in effect for an initial term of one year(12 months)from October 1,2020. In the event that neither party gives 60 days'notice to terminate prior to the end of the initial or any subsequent renewal term,this Agreement will automatically renew for an additional 1-year Renewal Term. 3. Annual Services shall be invoiced on the October 1 of relevant calendar years, beginning October 1,2020.Annual services, including but not limited to hosting,support and maintenance services, shall be provisioned in accordance with Addendum 3 to this SOW#1 and shall be subject to a 3%annual increase. 4. Client allows CivicPlus to display a"Government Websites by CivicPlus"insignia,and web link at the bottom of their web pages. Client understands that the pricing and any related discount structure provided under this SOW#1 assumes such perpetual permission. 5. If a Recurring Redesign line item is included with Client's quote in this SOW,so long as there is continuous service under this SOW for the period of time described in such Recurring Redesign line item ("Redesign Period"),as measured from the first day of the initial Term, Client shall be entitled to receive a redesign at no additional cost. Client may initiate such redesign any time, so long as Client has fulfilled continuous service under this SOW at the pricing described herein for the full duration of the Redesign Period. Upon the initiation of an eligible redesign project, Client may begin accumulating eligibility towards a subsequent redesign after another Redesign Period of continuous service as measured from the prior redesign. Redesigns that include additional features not available on the original website may be subject to additional charges.Additional features include, but are not limited to, additional modules and integration of third-party software. 6. The Client will be invoiced electronically through email. Upon request CivicPlus will mail invoices and the Client will be charged a$5.00 convenience fee. Acceptance We, the undersigned, agreeing to the conditions specified in this document, understand and authorize the provision of services outlined in this Agreement. Client CivicPlus By: By: Name: Q teM Name: Title: r� xC Title: � Date: s l a 1 gao,4_0 Date: cp Exhibit A.1 for Tequesta,FL Exhibit A.1 «CivicPlus Statement of Work#1 ............... Annual Services(Continuing GCMS40 Enhancements,Maintenance,Support and Hosting) ' Subject to annual 3%increase $6,000 Includes 1x SSL 4 Year Recurring Rerlesi n ,total Annual Services- $5,000 _.. .�_. 1. I�cc and l--40lus iv �1T t( 95 t i�TfO1G V �' }i Y'J fF 1 i v*i t1 IC i�C1 C�i S Xrf JGY 2. This SOW*1 shall remain in effect for an initial term of one year(12 months)from October 1,2020. In the event that neither party gives SO days'notice to terminate prior to the and of the initial or any subsequent renewal term,this Agreement will automatically renew for an additional 1-year Renewal Term. 3. Annual Services shall be invoiced on the October 1 of relevant calendar years,beginning October 1,2020.Annual services, including but not limited to hosting,support and maintenance services, shall be provisioned in accordance with Addendum 3 to this SOW#1 and shall be subject to a 3%annual increase. 4. Client allows CivicPlus to display a"Government Websites by CivicPlus"insignia,and web link at the bottom of their web pages.Client understands that the pricing and any related discount structure provided under this SOW#1 assumes such perpetual permission. b. If a Recurring Redesign line item is included with Client's quote in this SOW,so long as there is continuous service under this SOW for the period of time described in such Recurring Redesign line item("Redesign Period"),as measured from the first day of the initial Term, client shall be entitled to receive a redesign at no additional cost.Client may initiate such redesign any time,so long as Client has fulfilled continuous service under this SOW at the pricing described herein for the full duration of the Redesign Period. Upon the initiation of an eligible redesign project, Client may begin accumulating eligibility towards a subsequent redesign after another Redesign Period of continuous service as measured from the prior redesign. Redesigns that include additional features not available on the original website may be subject to additional charges.Additional features include,but are not limited to,additional modules and integration of third-party software. 6. The Client will be invoiced eie on�al y fti ough email. Upttn request CsvicP;us x i °mall iatvobCes anti the Cii�r a S3,00 m4wenience fee. Acceptance We,the undersigned,agreeing to the conditions specified in this document,understand and authorize the provision of services outlined in this Agreement. Client Civieplus By: By: Name: e r£Mu�f�� Name: Amy Vikander Title: �� �� Title: Vice President of Client Services Date: r a.y, � �� Date: 6/1/2020 ----- Exhibit A.1 Page 1 of 1 CivicPlus•302 S.4th Street,Suite 500•Manhattan,KS 66502•www.CivicPlus.com Toll Free 888-228-2233•Accounting Ext.291 •Support Ext.307•Fax 785-587-8951 V.PD 06.01.2015-0048 %,,.r■�� Page 1 of 1 DATE(MM/DDIYYYY) <>�'17© CERTIFICATE OF LIABILITY INSURANCE 06/01/2020 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Willis Towers Watson Certificate Center NAME: Willis Towers Watson Northeast, Inc. PHONE 1-877-945-7378FAX 1-888-467-2378 c/o 26 Century Blvd AIC No Ext): A/C No): MAIL certificates@willis.com P.O. Sox 305191 ADDRESS: Nashville, TN 372305191 USA INSURERS AFFORDING COVERAGE NAIC# INSURERA: Great Northern Insurance Company 20303 INSURED INSURERS: Federal Insurance Company 20281 CivicPlus 302 S 4th Street, Suite 500 INSURER C: Manhattan, KS 66502 INSURER D: INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER:W16682929 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR POLICY EFF POLICY EXP LIMITS LTR POLICY NUMBER MM/DD MM/DD X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 2,000,000 CLAIMS-MADE � OCCUR PREMISES DAMAGE TO 2,000,000 PREMISES Ea occurrence $ A MED EXP(Any one person) $ 10,000 3602-53-12 05/17/2020 05/17/2021 PERSONAL&ADV INJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 POLICY[_]PRO JECT LOC PRODUCTS-COMP/OP AGG $ 2,000,000 OTHER: $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ 1,000,000 Ea accident )( ANY AUTO - BODILY INJURY(Per person) $ B OWNED SCHEDULED 7358-87-92 05/17/2020 05/17/2021 BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $ AUTOS ONLY AUTOS ONLY Per accident B UMBRELLA LIAB I X OCCUR EACH OCCURRENCE $ 5,000,000 X EXCESS LIAB CLAIMS-MADE 7989-49-14 05/17/2020 05/17/2021 AGGREGATE $ 5,000,000 DED I X I RETENTION$ 0 $ WORKERS COMPENSATION X STATUTE OERH AND EMPLOYERS'LIABILITY B ANY PROPRIETOR/PARTNER/EXECUTIVE YIN 1,000,000 OFFICER/MEMBEREXCLUDED? NIA (21) 7174-92-49 05/17/2020 05/17/2021 E.L.EACHACCIDENT $ (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ 1,000,000 If yes,describe under 1,000,000 DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ A Professional Liability 3602-53-12 05/17/2020 05/17/2021 Per Claim $5,000,000 Aggreate $5,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached if more space is required) CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. Village of Tequesta AUTHORIZED REPRESENTATIVE 345 Tequesta Drive Tequesta, FL 33469 ©1988-2016 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD SR ID: 19677640 —cR: 1696122