HomeMy WebLinkAboutDocumentation_Regular_Tab 29_11/9/2023 Agenda Item #29.
Regular Council
STAFF MEMO
Meeting: Regular Council - Nov 09 2023
Staff Contact: Lori McWilliams, Village Clerk Department: Village Clerk
Council Consideration of Participation Agreement for Publication of Legal Notices on Palm Beach
County Designated Publicly Accessible Website
SUMMARY: . M
During the 2022 legislative session, the Florida Legislature signed House Bill 7049 into law allowing
governmental agencies to publish legal notices on a publicly accessible website designated by the
County instead of publishing in a print newspaper under certain circumstances. Palm Beach County
has negotiated a contract with CivicPlus (our current website host) to allow local governmental
agencies the option to publish legal notices on their website under the following specified conditions:
• If the cost of publishing advertisements and public notices on such website is less than the
cost of publishing advertisements and public notices in a newspaper;
o The cost savings would be substantial - see below cost comparison
• A governmental agency that uses a website to publish legally required advertisements and
public notices shall provide notice at least once per year in a newspaper of general circulation
or another publication that is mailed or delivered to all residents and property owners
throughout the government's jurisdiction, indicating that property owners and residents may
receive legally required advertisements and public notices from the governmental agency by
first-class mail or e-mail;
o The required notice will be made annually in January in the Palm Beach Post
• The governmental agency shall maintain a registry of names, addresses and email addresses
of property owners and residents who have requested in writing that they receive legally
required advertisements and public notices from the governmental agency by first-class mail or
e-mail.
o We will maintain the required list and send the requested notices via email or first-class
mail.
Marketing of Public Notices:
• Front page of website under "Village Spotlights"
• Village Clerk's webpage
• Community Development's webpage
• Tequesta Friday Newsletter- standing article in every publication
• Social Media
o Facebook
o Instagram
o Twitter
o Nextdoor
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Agenda Item #29.
• Smoke Signals - standing article in every publication
• Send out a CodeRED general message once a year in January
Palm Beach County Advertising Costs:
2023/2024 2024/2025
• One-time implementation cost $2000 $0
• Municipality population under 10,000 $5,000 $5,150
TOTAL $7,000 $5,150
There will be a 3% increase each year.
Prior Year Advertising Costs (Clerk's Office and Community Development):
10/1/2022 - 9/30/2023 $20,327.95
10/1/2021 - 9/30/2022 $13,131.16
10/1/2020-9/30/2021 $10,713.61
Note: HR advertising costs have been removed from the "Prior Year Advertising Costs".
This document and any attachments may be reproduced upon request in an alternative format by
completing our Accessibility Feedback Form, sending an e-mail to the Village Clerk or calling 561-
768-0443.
BUDGET • - •
BUDGET AMOUNT 18,150 AMOUNT AVAILABLE 16,692 EXPENDITURE AMOUNT:
7,000
FUNDING SOURCES: 001-120-534.301 and IS THIS A PIGGYBACK:
001-120-534.301 0 Yes ❑ N/A
DID YOU OBTAIN 3 QUOTES?
0 Yes ❑ N/A
COMMENTS/EXPLANATION ON SELECTIONN/A
ATTACHMENT
House Bill 7049 Publication of Advertisements and Public Notices on County Public Accessible
Website
Page 658 of 702
Agenda Item #29.
�QAcN co
DATE: October 12, 2023
�iORt�t' TO: Palm Beach County Municipal Managers, School Board
Superintendent, and other Local Government Administrators
County Administration FROM: Verdenia Baker, County Administrator
P.O.Box IQ8Q
West Palm Beach.FL 33402-1Q89 RE: House Bill 7049- Publication of Advertisement and Public Notices on
(561)355.2040 Public Accessible Website
FAX:(561)355.3982
www.libcgov.com
Dear Municipal and Government Unit Leaders,
As you may be aware, during the 2022 legislative session, the Florida Legislature
signed House Bill 7049 ("HB7049") into law allowing governmental agencies to
Palm Beach County publish legal notices on a publicly accessible website designated by the County instead
Board of County of publishing in a print newspaper under certain circumstances.
Commissioners
Gregg K.Weiss.Mayor This letter is to inform you that the County has entered into an agreement with
Maria Sachs.Vice Mayor CivicPlus, LLC ("CivicPlus") as the County's designated "Publicly Accessible
Website ("the Website"), and to outline the process for your agency to publish legal
Maria G.Marino notices on the Website should your local governmental agency elect to do so. Your
Michael A.Barnett local governmental agency may be familiar with CivicPlus, the current provider of
Marci Woodward MuniCode.
Sara Baxter What Does HB7049 Do?I
Mack Bernard HB7049 permits a local governmental agency, defined as a county, municipality,
school board, or other local government unit or political subdivision of the state
(collectively "Governmental Agency"), the option to publish legal notices on a
Website owned or designated by the County instead of in a print newspaper under the
County Administrator following specified conditions:
Verdenia C.Baker
• If the cost of publishing advertisements and public notices on such website
is less than the cost of publishing advertisements and public notices in a
newspaper;
• A governmental agency that uses a website to publish legally required
advertisements and public notices shall provide notice at least once per year
in a newspaper of general circulation or another publication that is mailed or
delivered to all residents and property owners throughout the government's
jurisdiction, indicating that property owners and residents may receive
Art Equal Opportunity
Afflrrnat(iv Action Ernpioyff
Official Electronic Letterhead 'The following summary of the law is provided as a general overview for informational purposes
only. Each agency should consult with its own counsel for specific advice as to implementation as
applied to that agency.
Page 659 of 702
Agenda Item #29.
Ncif C
�, op legally required advertisements and public notices from the governmental
agency by first-class mail or e-mail;
�LORl9A • The governmental agency shall maintain a registry of names, addresses and
e-mail addresses of property owners and residents who have requested in
writing that they receive legally required advertisements and public notices
from the governmental agency by first-class mail or e-mail.
• The Website:
- Must be in a searchable form;
- Must indicate date on which the advertisement of public notice was first
published on the website;
- Link to advertisements and public notices published on a publicly
accessible website shall be conspicuously placed on the website's
homepage or on a page accessible through a direct link from the
homepage.
• A governmental agency that has a governmental access channel authorized
under s. 610.109 may also include on its governmental access channel a
summary of all advertisements and public notices that are published on a
publicly accessible website.
County's Designation of CivicPlus to Provide the Publicly Accessible Website
The Palm Beach County League of Cities, represented by Executive Director,
Richard Radcliffe, recommended to the County to implement the publicly
accessible website. Similar requests were made from other affected
governmental agencies. At the September 12, 2023 Palm Beach County Board
of County Commissioners' Meeting, the Board approved an agreement with
CivicPlus.
Process to Publish Legal Notices on County Designated Website
- Palm Beach County has entered into an agreement with CivicPlus to host
the website;
- Palm Beach County has negotiated the rates to be paid by each
participating entity;
- Each participating entity will enter into a Participation Agreement with
the County;
- CivicPlus will issue an "Order" outlining the rates and terms to the
participating entity, only after a fully executed Participation Agreement
has been delivered to CivicPlus;
- Each participating entity will make direct payments to CivicPlus;
2
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Agenda Item #29.
�QACB C
Each participating entity will be wholly responsible for entering and
managing their public notices;
CivicPlus will train all participating agencies
�iOR1�A
Cost:
One-time Implementation - $2,000 each participant
Annual rate Yr. 1 &2
Palm Beach County - $18,000
Special districts; non-municipalities/constitutional
offices and municipalities with pop. under IOK $ 5,000
Municipalities:
Population : 10,000 -39,999 $ 6,000
Population: 40,000- 89,999 $ 7,000
Population: 90K or greater $ 8,000
*Annual price increase of 3%at year 3
Attached please find the Palm Beach County agreement with CivicPlus, which includes
the Participation Agreement that will need to be entered into by your local governmental
agency.
Keep in mind that the new law does not obligate your local governmental agency to utilize
the Website for publishing legal notices. It is merely an alternative to publishing in print
newspapers.
Should you have questions,please do not hesitate to contact Information Systems Services
Director, Archie Satchell, at asatchell(a&pbc og v.orgor 561-355-3275.
SS* ceer/rely,
Verdenia C. Baker
County Administrator
Attachment
cc:
Archie Satchell, Chief Information Officer
Anne Helfant, Senior Assistant County Administrator
David Behar, Assistant County Attorney II
Page 661 of 702
Agenda Item #29.
RLOZ3 IZ69 SEP122023
AGREEMENT BETWEEN PALM BEACH COUNTY AND CIVICPLUS,LLC,FOR COUNTY
DESIGNATED PUBLICLY ACCESSIBLE Vi MITE FOR PUBLICATION OF LEGAL NOTICES
This Agreement("Agreement")is made and entered by and between Palm Beach County,
a political subdivision of the State of Florida by and through its Board of County Commissioners
("County"),and CivicPlus,LLC,a Kansas limited liabititycompany("Contractor")(each a"Party"and
collectively referred to as the"Parties").
RECITALS
A. During the 2022 legislative session, the Florida tegisfature enacted House Siii
7049,which created Section 50,0311,Horida Statutes.
B. Effective January 1, 2023, Section 50.0311, Florida Statutes, authorizes a local
governmental agency to publish legal notices under specified conditions on a publicly accessible
website,owned or designated by the applicable county,instead of in a print newspaper.
C. Pursuant to Section 50.0311, Florida Statutes, County has designated CivicPlus,
LLC, as County's publicly accessible website ("Website") for publication of notices and
advertisements("Publications"),subject to the terms and conditions set forth herein.
Now,therefore,for good and vaivable consideration,the receipt and sufficiency of which
are hereby acknowledged,the Parties agree as follows:
ARTICILE 1. DEFINITIONS
1.1_ Applicable Law means all applicable laws,codes,advisory circulars,rules,regulations, or
ordinances of any federal, state, county, municipal, or other governmental entity, as may be
amended,
1.2. Board means the Board of County Commissioners of Palm Beach County,Florida.
13. Code means the Palm Beach County Code of Ordinances.
1.4. Contract Administrator means the Director of Records, Tax, &Treasury, the Assistant
Director of Records,Tax,&Treasury,or such other person designated by the Director of Records,
Tax,&Treasury in writing.
1.5. Governmental Agency(ies)has the meaning ascribed in Section 50.0311,Florida Statutes.
1.6. Notices means the publication of text or other information pursuant to an Order issued
by a Governmental Agency under this Agreement.
1.7. Purchasing Director means County's Director of Purchasing.
13. Services means all work required of CivicPlus, LLC, under this Agreement, including
without limitation all deliverables, consulting, training, project management, other services
CivicPlus Publicly Accessible Website Agreement Page 1 of 41
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Agenda Item #29.
specified in the Scope of Services attached as Exhibit A, and any Services procured under this
Agreement pursuant to an Order.
1.9. Subcontractor means an entity or individual providing Services to County through
CivicPlus, LLC.The term"Subcontractor"inctudes all subconsuitants.
ARTICLE 2- EXHIBITS
Exhibit A Scope of Services
Exhibit B Rates
Exhibit C Minimum Insurance coverages
Exhibit D Order Form
Exhibit E Form Participation Agreement
Exhibit F ETS Security Requirements
Exhibit G Form Proof of Publication
ARTICLE 3. SCOPE OF SERVICES,TRAINING,AND METHOD OF ORDERING
3.1. services Description. CivicPlus,LLC,will provide a publicly accessible website('Website")
that complies with the requirements of Exhibit A and such additional Services as Palm Beach
County may order through an appropriate Order(as defined herein), The Website will provide
on-demand access to an unlimited number of users,and concurrent users,support an unlimited
number of submitted Notices, and offer 24/7 access. CivicPlus, LLC, shall provide all necessary
software,licensing,maintenance,and training required to deliver access to the Website for each
Governmental Agency that issues an Order,and to provide public access to all Notices posted on
the Website. CivicPlus,LLC,will ensure that the Website complies with all applicable Florida and
federal Jaws,including without limitation,the relevant provisions of Chapter 50,Florida Statutes,
and the Americans with Disabilities Act, 42 U.S.C. § 12101. Notwithstanding the foregoing,
CivicPlus, LLC,shall not be liable for any non-compliant content of Notices,provided by County,
published on the Website by or at the request of any Governmental Agencies.
3.2. Method of Ordering,Services.A Governmental Agency may select the type,amount,and
timing of Services pursuant to an order 1"Order")in substantially the form attached as Exhibit 0
executed by Palm Beach County. Prior to accepting an Order, CivicPlus, LLC, shall ensure the
applicable Palm Beach County has a Participation Agreement{sample form attached as Exhibit E)
executed by County and Governmental Agency. If a Governmental Agency has a Participation
Agreement executed by County, CivicPlus, LLC, shall accept all Orders issued by that
Governmental Agency, CivicPlus, LLC, shall not provide any Services to a Governmental Agency
pursuant to this Agreement until a Participation Agreement is on file executed by County and that
Governmental Agency. For each Order accepted by CivicPlus, LLC, pursuant to this Section 3.3,
CivicPlus, LLC, shall perform all Services specified therein; each Order is deemed to include
preliminary considerations and prerequisites,and all labor,materials,equipment,and tasks that
are such an inseparable part of the work described that exclusion would render performance by
CivicPlus,LLC,impractical,illogical,illegal,or unconscionable.
CivicPlus Publicly Accessible Website Agreement Page 2 of 41
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Agenda Item #29.
3.3. CivicPlus, LLC, may continually develop,alter,deliver,and provide to the Governmental
Agencies ongoing innovation to the Services, in the form of new features and functionalities.
CivkPius,LLC,reserves the right to modify the Services from time to time,provided the services
continue to provide at least the minimum functionality stated in Exhibit A.Any modifications or
improvements to the Services will be provided to the Governmental Agencies at no additional
charge.
ARTICLE 4. TERM AND TIME OF PERFORMANCE
4.1. Term. This Agreement begins on the date it is fully executed by the Parties ("Effective
Date")and continues for a period of two(2)years{"Initial Term"),unless otherwise terminated
or extended as provided in this Agreement. The Initial Term, Extension Term(s), and any
Additional Extension as defined in this article are collectively referred to as the"Term."
4.2. Extensions. County may extend this Agreement for up to three (3) additional twelve
(12) month terms(each an "Extension Term"] on the same rates,terms,and conditions stated
in this Agreement by sending notice to C"svicPtus, LLC, at least thirty (30) days prior to the
expiration of the then-current term. The Purchasing Director is authorized to exercise any
Extension Term(s), and notice of same to CivicPlus, LLC, only by electronic mail shall be
effective and sufficient.
4.3. Additional Extension, If unusual or exceptional circumstances, as determined in the
sole discretion of the Purchasing Director, render the exercise of an Extension Term not
practicable,or if no Extension Term remains available and expiration of this Agreement would,
as determined by the Purchasing Director, result in a gap in Services deemed necessary by
County, then the Purchasing Director may extend this Agreement for period(s) not to exceed
three (3) months in the aggregate ("Additional Extension") on the same rates, terms, and
conditions as existed at the end of the then-current term.The Purchasing Director may exercise
the Additional Extension by written notice to CivicPlus, LLC,at least thirty(30)days prior to the
end of the then-current term stating the duration of the Additional Extension. The Additional
Extension must be within the authority of the Purchasing Director or otherwise authorized by
the Board.
4.4. Fiscal Year.The continuation of this Agreement beyond the end of any County fiscal year
is subject to both the appropriation and the availability of funds pursuant to Chapter 129 and,
if applicable,Chapter 212,Florida Statutes.
4.5, Time of the Essence. Time is of the essence for CivicPlus, LLC,'s performance of the
duties, obligations, and responsibilities required by this Agreement. Notwithstanding the
foregoing, CivicPlus, LLC, shall only be liable or responsible for delays or failures of
performances caused by the action or inaction of CivicPlus,LLC.
ARTICLES. RATES AND COMPENSATION
5.1, Rates.The rates fnr the Services to be provided to Governmental Agencies pursuant
to executed Orders under this Agreement are set forth in Exhibit S(Rates).
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Agenda Item #29. -
5.2. Method of Biltinp and Payment. Payment shall be made by the Governmental Agency
issuing the Ordef,and only for Services actually purchased pursuant to that Order,which amount
shall be accepted by CMcPlus, LLC,as full Compensation for all such Services.
5.2.1. unless otherwise stated in Exhibit B,CiviCPIuS,LLC,must submit invoices no more
often than once annually,no more than ninety(90)days prior to end of the current Order
term, Invoices shall identifythe Order for which Services are being invoiced.Invoices shall
require payment in forty-five(45)days.
5.2.2. CivicPlus,LLC,must pay Subcontractors and suppliers within fifteen(15)days after
receipt of payment for such subcontracted work or supplies. CivicPlus,LLC,agrees that if
it withholds an amount as retainage from Subcontractors or suppliers,it will release such
rcAainage and pay some within fifteen (15) days after receipt of payment of retained
amounts. Failure to pay a Subcontractor or supplier in accordance with this subsection
shall be a material breach of this Agreement, unless Civi0lus, LI.C, demonstrates to
Contract Administrator's satisfaction that such failure to pay results from a bona fide
dispute with the Subcontractor or supplier and,further,CivicPlus,LLC,promptly pays the
applicable amouot(s) to the Subcontractor or supplier upon resolution of the dispute.
CivicPlus, LLC, shall include requirements substantially similar to those set forth in this
subsection in its contracts with Subcontractors and suppliers.
5.2.3. CivicPlus, LLC,will be solely responsible for invoicing each Governmental Agency
directly for the Services.County will not have any obligation,financial or otherwise, to
either pay CivicPlus, LLC,for services provided to any Governmental Agency or to assist
Civic Plus, LLC, in obtaining payment from a Governmental Agency procuring Services
from CivicPlus,LLC,pursuant to this Agreement.
5.3. Reimbursable Expenses.CivicPlus,LLC,shall notbe reimbursed for any expenses it incurs
unless expressly provided for in this Agreement,
5A. Subcontractors.CivicPlus,LLC,shall invoice Subcontractor fees only in the actual amount
paid by CivicPlus,LLC„without markup or other adjustment.
S.S. Overchames. If an audit reveals overcharges of any nature by CivicPlus, LLC,in excess of
five percent (5%) of the total amount billed in the invoice where the overcharge occurred,
CivicPlus,LLC,must refund the overbilled amount within forty-five(45)days after demand.
ARTICLE 6. REPRFSENTA71ONS AND WARRANTIES
6.1. Representation of Authority.CivicPlus,LLC, represents and warrants that this Agreement
constitutes the legat,valid,binding,and enforceable obligation of CivicPlus,LLC,and that neither
the execution nor performance of this Agreement constitutes a breach of any agreement that
CivicPlus, LLC, has with any third party or violates Applicable taw. CivicPlus, LLC, further
represents and warrants that execution of this Agreement is within CivicPlus,LLC,'s legal powers,
and each
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Agenda Item #29.
individual executing this Agreement on behalf of OvicPlus,LLC,is duly authorized by all
necessary and appropriate action to do so on behalf of CivicPlus,LLC,and does so with full legal
authority.
6.2_ Solicitation Re resentations.CiviOlus, LLC, represents and warrants that all statements
and representations made in CivicPtus, LLC,'s proposal, bid, or other supporting documents
submitted to County in connection with the solicitation,negotiation,or award of this Agreement,
including during the procurement or evaluation process,were true and correct when made and
are true and correct as of the date CivicPlus, LLC, executes this Agreement, unless otherwise
expressly disclosed in writing by CivicPlus,LLC.
6.3. ContingoncyFee.CiAcPlus,LLC,represents that it has not paid or agreed to pay any
person or entity,other than a bona fide employee working solely for CiviOlus,LLC,any Fee,
commissiun,percentage,gift,or other consideration contingent upon or resulting from the
award or making of this Agreement.
6.4. Truth-In-Negotiation Representation. CivicPlus, LLC,'s compensation under this
Agreement is based upon its representations to County,and CivicPlus,LLC,certifies that the wage
rates, factual unit costs, and other information supplied to substantiate CivicPlus, LLC,'s
compensation,including without limitation those made by CiVICPIu5, LLC,during the negotiation
of this Agreement,are accurate,complete,and current as of the date CivicPlus,LLC,executes this
Agreement.CivicPlus, LLC,'s compensation may be reduced by County, in its sole discretion,to
correct any inaccurate,incomplete,or noncurrent information provided to County as the basis
for CivicPlus,LLC,'s compensation in this Agreement.
6.5, Public Entity Crime Act,CivicPlus,LLC,represents that it is familiar with the requirements
and prohibitions under the Public Entity Crime Act, Section 287.133, Florida Statutes, and
represents that its entry into this Agreement will not violate that Act. CivicPlus, LLC, further
represents that there has been no determination that it committed a "public entity crime" as
defined by Section 287.13% Florida Statutes, and that it has not been formally charged with
committing an act defined as "public entity crime"regardless of the amount of money involved
or whether CivicPluS,LLC,has been placed on the convicted vendor list.
6.6. Discfiminatory Vendor and Scrutinized Companies lists Countries of Concern.CivicPlus,
LLC, represents that it has not been placed on the "discriminatory vendor list" as provided in
Section 287.134,Florida Statutes,and that it is not a"scrutinized company"pursuant to Sections
215.473 or 21S.4725, Florida Statutes,CivicPlus,LLC, represents and certifies that it is not, and
for the duration of the Term will not be,ineligible to contract with County on any of the grounds
stated in Section 287.135, Florida Statutes. CivicPlus, LLC, represents that it is, and for the
duration of the Term will remain,in compliance with Section 286.101,Florida Statutes,
6.7. Claims Against Contractor_CivicPlus,LLC,represents and warrants that there is no action
or proceeding,at law or in equity,before any court,mediator,arbitrator,governmental or other
board or official,pending or,to the knowledge of CivicPlus,LLC,threatened against or affecting
CivicPlus, LLC„ the outcome of which may {a) affect the validity or enforceability of this
Agreement,
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Agenda Item #29.
(b)materiallyand adversely affect the authority or ability of CivicPlus,LLC,to perform its obligations
under this Agreement,or(c)have a material and adverse effect on the consolidated financial condition
or results of operations of CivicPlus,LLC,or on the ability of CivicPlus,LLC,to conduct its business as
presently conducted or as proposed or contemplated to be conducted,
fi.8, Verification of Emplo .CivicPlus, LLC, represents that CivicPlus, LLC,and
each Subcontractor have registered with and use the F-Verify system maintained by the United
States Departmentof Homeland Security to verify the work authorization status of all newly hired
employees in compliance with the requirements of Section 448.095, Florida Statutes, and that
entry into this Agreement will not violate that statute. If CivicPtus, LLC, violates this section,
County may immediately terminate this Agreement for cause and CivicPlus,LLC,shall be liable
for all costs incurred by County due to the termination.
6.9. Warranty of Performance.CivicPlus,LLC, represents and warrants that it possesses the
knowledge,skill,experience,and financial capability required to perform and provide all Services
and that each person and entity that will provide Services is duly qualified to perform such
Services by all appropriate governmental authorities, where required, and is sufficiently
experienced and skilled in the area(s) for which such person or entity will render Services.
C;vicPlus, LLC, represents and warrants that the Services shall be performed in a skillful and
respectful manner, and that the quality of all Services shall equal or exceed prevailing industry
standards for the provision of such services.
6,10. Prohibited Telecommunications Eguiument. CivicPlus, LLC, represents and certifies that
CivicPtus, EEC, and all Subcontractors do not use any equipment, system, or service that uses
covered telecommunications equipment or services as a substantial or essential component of
any system, or as critical technology as part of any system, as such terms are used
in 49 CFR§§52.204-24 through 52.204-26.CivicPlus,LLC,represents and certifies that CivicPlus,
LLC,and all Subcontractors shall not provide or use such covered telecommunications equipment,
system,or services during the Term.
6.11. Breach of Representations.CiviePlus,LLC,acknowledges that County is materially relying
on the representations,warranties,and certifications of CivicPlus,LLC,stated in this article,and
Countyshall be entitled to exercise any or all of the following remedies if any such representation,
warranty, or certification is untrue: (a) recovery of damages incurred; (b) termination of this
Agreement without any further liability to CivicPlus, LLC„ (c) set off from any amounts due
CivicP€us,LLC,the full amount of any damage incurred;and(d)debarment of CivicPlus,LLC.
ARTICLE 7. INDEMNIFICATION
CivicPlus, EEC,shall indemnify, hold harmless, and defend County,each Governmental Agency,
and all of County's and each Governmentat Agency's current, past, and future officers,agents,
and employees(collectively,"Indemnified Party )from and against any and ail third-party causes
of action,demands,claims,losses,liabilities,and expenditures of any kind, including attorneys'
fees,court costs,and expenses,including through the conclusion of any appellate proceedings,
raised or asserted by any person or entity not a party to this Agreement,and caused or alleged
to be caused, in whole or in part by any breach of this Agreement by CivicPlus,ILIE, Or any
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Agenda Item #29.
intentional, reckless, or negligent act or omission of CivicPlus, LLC, its officers, employees, or
agents,arising from,relating to,or in connection with this Agreement(collectively,a"Claim").If
any Claim is brought against an Indemnified Party,CivicPlus,LLC,shall,upon written notice from
County,defend each Indemnified Party with counsel satisfactory to County.The obligations of this
section shall survive the expiration or earlier termination of this Agreement.
ARTICLE 8. INSURANCE
8.1. Throughout the Term, CivicPlus, LLC, shall, at its sole expense, maintain the minimum
insurance coverages stated in Exhibit C in accordance with the terms and conditions of this article.
CivicPlus, LLC,shall maintain insurance coverage against claims relating to any act or omission
by CivicPlus, LLC, its agents,representatives,employees, or Subcontractors in connection with
this Agreement.Palm Beach County reserves the right at any time to review and adjust the limits
and types of coverage required under this article.
8.2_ CivicPlus, LLC, shall ensure that "Palm Beach County" and each Governmental Agency
that issues an order is listed and endorsed as an additional insured as stated in Exhibit C on all
policies required under this article.
8.3. No more than fifteen (15) days following commencement of Services, as may be
requested by County, CivicPlus, LLC, shall provide County with a copy of all Certificates of
Insurance or other documentation sufficient to demonstrate the insurance coverage required in
this article. if and to the extent requested by County, CivicPlus, LLC, shall provide complete,
certified copies of all required insurance policies and all required endorsements within thirty(30)
days after County's request.
8.4. CivicPlus, LLC,shall ensure that all insurance coverages required by this article remain in
full force and effect without any iapse in coverage throughout the Term and until all performance
required by CivicPlus, LLC, has been completed, as determined by Contract Administrator.
CivicPlus,LLC,or its insurer shall provide notice to County of any cancellation or modification of
any required policy at least thirty (30) days prior to the effective date of cancellation or
modif#cation, and at least ten (10) days prior to the effective date of any cancellation due to
nonpayment, and shall concurrently provide County with a copy of its updated Certificates of
Insurance evidencing continuation of the sequined coverage(s),
8.5. All required insurance policies must be placed with insurers or surplus line carriers
authorized to conduct business in the State of Florida with an A.M.Best rating of A-or better and
a financial Size category class Vil or greater, unless otherwise approved by County's Risk
Management Division in writing.
8.b. If CivicPlus, LLC, maintains broader coverage or higher limits than the insurance
requirements stated in Exhibit C,County shall be entitled to all such broader coverages and higher
limits. Ail required insurance coverages shall provide primary coverage and not require
contribution from any County insurance,self-insurance,or otherwise,which shall be in excess of
and shall not contribute to the required insurance provided by CivicPlus, LLC.
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Agenda Item #29.
8.7, CivicPfus,LLC,shall declare in writing any self-insured retentions or deductibles over the
limit(s)prescribed in Exhibit C and submit to County for approval at least fifteen (15)days prior
to the Effective Date or commencement of Services.CivicPlus,LLC,shall be solely responsible for
and shall pay any deductible or self-insured retention applicable to any claim against County.
County may,at any time, require CivicPlus,LLC,to purchase coverage with a lower retention or
provide proof of ability to pay losses and related investigations,claim administration,and defense
expenseswithin the retention.CivicPlus,LLC,agrees that any deductible or self-insured retention
may be satisfied by either the named insured or County,if so elected by County,and CivicPlus,
LLC,agrees to obtain same in endorsements to the required policies.
S.S. Unless prohibited by the applicable policy,CivicPlus, LLC,waives any right to subrogation
that any of CivicPlus, LLC,'s insurers may acquire against County, and agrees to obtain same in
an endorsement of OvIePIus,tLC,'s insurance policies.
8.9. CivicPlus, LLC, shall require that each Subcontractor maintains insurance coverage that
adequately covers the Services provided by that Subcontractor on substantially the same
insurance terms and conditions required of CivicPlus,LLC,under this article. CivicPlus, LLC,shall
ensure that all such Subcontractors comply with these requirements and that "Palm Beach
County" is named as an additional insured under the Subcontractors' applicable insurance
policies.CivicPlus,LLC,shall not permit any Subcontractor to provide Services unless and until all
applicable requirements of this article are satisfied.
8.10. If any of the policies required under this article provide claims-made coverage: (1) any
retroactive date must be prior to the Effective Date; (2) the required coverage must be
maintained after termination or expiration of the Agreement for at least the duration stated in
Exhibit C;and(3)if coverage is canceled or nonrenewed and is not replaced with another claims-
made policy form with a retroactive date prior to the Effective Date,CivicPlus,LLC, must obtain
and maintain "extended reporting"coverage that applies after termination or expiration of the
Agreement for at least the duration stated in Exhibit C.
ARTICLE 9. TERMINATION
9.1. Termination for Cause.This Agreement may he terminated for cause by the aggrieved
Party if the Party in breach has not corrected the breach within ten (10) business days after
receipt of written notice from the aggrieved Party identifying the breach.This Agreement may be
terminated for cause by County for reasons including,but not limited to,CivicPlus,LLC,'s failure
to suitably or continuously perform the Services in a manner calculated to meet or accomplish
the objectives in this Agreement,or repeated submission(whether negligent or intentional)for
payment of false or incorrect bills or invoices.
Unless otherwise stated in this Agreement, termination for cause may be by the County
Administrator, the County representative expressly authorized under this Agreement, or the
County representative (including any successor) who executed the Agreement on behalf of
County.If County erroneously,improperly,or unjustifiably terminates this Agreement for cause,
such termination shall be deemed a termination for convenience pursuant to Section 9,2
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Page 669 of 702
Agenda Item #29.
effective thirty(30)days after such notice was provided and CivicPlus,LLC,shall be eligible for
the compensation provided in Section 9.2 as its sole remedy.
9.2. Termination for Convenience; Other Termination. This Agreement may also be
terminated for convenience by the County with at least thirty(30)days advance written notice
to CivicPlus,I.L.C.CivicPlus, LLC,acknowledges that it has received good,valuable,and sufficient
consideration for County's right to terminate this Agreement for convenience including in the
form of County's obligation to provide advance notice to CivicPlus, LLC,of such termination in
accordance with this section. This Agreement may also be terminated by the County
Administrator upon such notice as the County Administrator deems appropriate under the
circumstances if the County Administrator determines that termination is necessary to protect
the public health,safety,or welfare.If this Agreement is terminated by County pursuant to this
section,CivicPlus, LLC, shall be paid for any Services performed through the termination date
specified in the written notice of termination,and County shall have no further obligation to pay
CivicPlus,LLC,for Services under this Agreement.
9.3. Notice of termination shall be provided in accordance with the"Notices"section of this
Agreement except that notice of termination by the County Administrator to protect the public
health,safety,or welfare may be oral notice that shall be promptly confirmed in writing.
9.4. In addition to any termination rights stated in this Agreement,County shale be entitled to
seek any and alt available contractual or other remedies available at law or in equity.
9.5. Termination of Orders.
9.5.3. Termination of Orders for Cause. An Order may be terminated for cause by
CivicPlus, LLC,or by the applicable Governmental Agency if the party in breach has not
corrected the breach within ten (10) days after receipt of written notice from the
aggrieved party identifying the breach. An Order may be terminated for cause by
Governmental Agency for reasons including,but not limited to,CivicPlus,LLC,'s failure to
suitably or continuously perform the Services in a manner calculated to meet or
accomplish the objectives in an Order, or repeated submission (whether negligent or
intentional)for payment of false or incorrect bills or invoices.
9.5.2. Termination of Orders for Reasons Other than Cause. An Order may also be
terminated by CivicPlus,LLC,or by the applicable Governmental Agency with at least sixty
(60)days advance written notice to the other party.The terminating party acknowledges that it has
received good,valuable,and sufficient consideration for the other party's right to terminate an
Order for convenience including in the form of the other party's obligation to provide advance
notice of such termination in accordance with this section. If an Order is terminated by
Governmental Agency pursuant to this section, CivicPlus, LLC, shall be paid for any Services
performed through the termination date specified in the written notice of termination,CivicPlus,
LLC, will provide a pro rata refund of any prepaid annual fees for the terminated Services that
were not provided, excluding any
CivicPlus Publicly Accessible Website Agreement Page 9 of 41
Page 670 of 702
Agenda Item #29.
Implementation Fee which is non-refundable,and Governmental Agency shall have no
further obligation to pay CivicPlus,LLC,for Services under that Order.
9.5.3. Notice of termination of an Order shall be provided in accordance with the
"Notices"section of this Agreement to the addresses listed on the Order.
ARTICLE 10. EQUAL EMPLOYMENT OPPORTUNITY
10.1. No Party may discriminate on the basis of race, color, sex, religion, national origin,
disability, age, marital status, poi€tical affiliation, sexual orientation, pregnancy, or gender
identity and expression In the performance of this Agreement CivicPlus, LLC,shall include the
foregoing or similar language in its contracts with all Subcontractors, except that any project
assisted by the U.S.department of Transportation funds shall comply with the nondiscrimination
requirements in 49 C.F,R.Parts 23 and 26.
10.2, By January 1 of each year, CivicPIUS, LI C, must submit, and cause each Subcontractor to
submit,an Ownership Disclosure Form(or such other form or information designated by County),
available http://www.pbcgov.org/oebo, 'identifying the ownership of the entity and indicating
whether the entity is majority-owned by persons fitting specified classifications.
ARTICLE 11, MISCELLANEOUS
11.1. Contract Administrator Authority.
11.1.1. County Contract Administrator. The Contract Administrator is authorized to
coordinate and communicate with CivicPlus, LLC, to manage and supervise the
performance of this Agreement. CivicPlus, LLC, acknowledges that the Contract
Administrator has no authority to make changes that would increase, decrease, or
otherwise materially modify the Scope of Services except as expressly set forth in this
Agreement or, to the extent applicable, in the Palm Beach County Procurement Code.
Unless expressly stated otherwise in this Agreement or otherwise set forth in the Code or
the Palm Beach County Administrative Code, the Contract Administrator may exercise
ministeria€authority in connection with the day-to-day management of this Agreement.
The Contract Administrator may also approve in writing minor modifications to the Scope
of Services that do not increase the total cost to County or waive any rights of County.
11.1.2. Governmental Agency Contract Manager. Governmental Agency may appoint a
Contract Manager that is authorized to coordinate and cnMMunicate with Ovieplus,LLC,
to manage and supervise the performance of its Orderfs). CivicPlus, LLC, acknowledges
that the Governmental Agency Contract Manager has no authority to modify this
Agreement,and only has authority over Order(s)issued by that Governmental Agency and
not over Order{s)issued by any other Governmental Agency.
CivicPlus Publicly Accessible Website Agreement Page 10 of 41
Page 671 of 702
Agenda Item #29.
11.2. Public Records. Notwithstanding anything else in this Agreement, any action taken by
County in compliance with, or in a good faith attempt to comply with, the requirements of
Chapter 119, Florida Statutes,shall not constitute a breach of this Agreement.If CivicPlus,LLC,
is acting on behalf of County as stated in Section 119,0701,Florida Statutes,Civicplus,LLC,shall-.
11.2,1. Keep and maintain public records required by County to perform the Services;
11.2.2. Upon request from County,provide County with a copy of the requested records
or allow the records to be inspected or copied within a reasonable time and at a cost that
does not exceed that provided in Chapter 119,Florida Statutes,or as otherwise provided
by Applicable Law;
11.2.3. Ensure that public records that are exempt or confidential and exempt from public
record requirements are not disclosed except as authorized by Applicable Law for the
duration of this Agreement and after completion or termination of this Agreement if the
records are not transferred to County;and
11.2.4. Upon expiration of the Term or termination of this Agreement,transfer to County,
at no cost,all public records in possession of Civicplus, LLC,or keep and maintain public
records required by County to perform the services.If CivicPlus,LLC,transfers the records
to County, CivicPlus, LLC, shall destroy any duplicate public records that are exempt or
confidential and exempt. If CivicPlus, LLC, keeps and maintains the public records,
CivicPlus, LLC,shall meet all requirements of Applicable Law for retaining public records.
All records stored electronically must be provided to County upon request in a format
that is compatible with the information technology systems of County.
If CivicPlus, LLC, receives a request for public records regarding this Agreement or the Services,
CivicPlus, LLC, must immediately notify the Contract Administrator in writing and provide all
requested records to County to enable County to timely respond to the public records request.
County will respond to all such public records requests.
CivicPlus, LLC, must separately submit and conspicuously label as"RESTRICTED MATERIAL—DO
NOT PRODUCE" any material (a) that Civicplus,LLC,contends constitutes or contains its trade
secrets under Chapter 688, Florida Statutes, or (b) for which CivicPlus, LLC, asserts a right to
withhold from public disclosure as confidential or otherwise exempt from production under
Florida public records laws (including Chapter 119, Florida Statutes) (collectively, "Restricted
Material'), in addition,CivicPlus, LLC,must,simultaneous with the submission of any Restricted
Material, provide a sworn affidavit from a person with personal knowledge attesting that the
Restricted Material constitutes trade secrets or isotherwise exempt or confidential under Florida
public records laws,including citing the applicable Florida statute and specifying the factual basis
for each such claim. Upon request by County, CivicPlus,LLC, must promptly identify the specific
applicable statutory section that protects any particular document. If a third party submits a
request to County for records designated by CivicPlus, LLC,as Restricted Material,County shall
refrain from disclosing such material unless otherwise ordered by a court of competent
jurisdiction, authorized in writing by CivicPlus, LLC,, or the claimed exemption is waived. Any
failure by CivicPlus,LLC,to strictly comply with
CivicPlus Publicly Accessible Website Agreement Page 11 of 41
Page 672 of 702
Agenda Item #29.
the requirements of this section shall constitute CivicPlus,LLC's waiver of County's obligation to
treat the records as Restricted Material. CivicPlus, LLC,must indemnify and defend County and
its employees and agents from any and all claims, causes of action, losses, fines, penalties,
damages,judgments,and liabilities of any kind,including attorneys'fees,litigation expenses,and
court costs,relating to nondisclosure of Restricted Material in response to a third-party request.
IF CIVICPLUS, LLC HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER
119,FLORIDA STATUTES,TO CIVICPLUS LLC,'S DUTY TO PROVIDE PUBLIC RECORDS
RELATING TO THIS AGREEMENT,CONTACT THE PUBLIC AFFAIRS DEPARTM ENT AT
561-3SS-6680, records reguest@pbcgov.org,301 N. OLIVE AVENUE, WEST PARM
BEACH FL,33401.
11.3. Audit Rights and Retention of Records.County and Governmental Agency shall have the
right to audit the books,records,and accounts of Civic Plus,LLC,and ail Subcontractors that are
related to this Agreement_CivicPlus, LLC,and all Subcontractors shall keep such books,records,
and accounts as may be necessary to record complete and correct entries related to this
Agreement and Performance under this Agreement.All such books, records,and accounts shall
be kept in written form,or in a form capable of conversion into written form within a reasonable
time,and upon request to dr)so,CivicPlus,LLC,and all Subcontractors shall make same available
in written form at no cost to County or Governmental Agency.CivicPlus,LLC,shall provide County
and Governmental Agency with reasonable access to CivirNus, LLC's, facilities, and County or
Governmental Agency shall be allowed to interview all current or former employees to discuss
matters pertinent to the performance of this Agreement,
CivicPlus, LLC, and all Subcontractors shall preserve and make available, at reasonable times
within Palm Beach County, Florida, for examination and audit,all financial records, supporting
documents,statistical records,and any other documents pertinent to this Agreement for at least
three 131 years after expiration or termination of this Agreement or until resolution of any audit
findings, whichever is longer. This article shall survive any dispute or litigation between the
Parties, and CivicPlus, LLC, expressly acknowledges and agrees to be bound by this article
throughout the course of any dispute or litigation with County.Any audit or inspection pursuant
to this section may be performed by any County representative (including any outside
representative engaged by County). CivicPlus, LLC, hereby grants County the right to conduct
such audit or review at CivicPlus,LLC,'s place of business,if deemed appropriate by County,with
seventy-two (72) hours' advance notice. CivicPlus, LLC, shad make all such records and
documents available electronically in common file formats or via remote access if, and to the
extent,requested by County.
Any incomplete or incorrect entry in such books, records, and accounts shall be a basis for
County's disallowance and recovery of any payment upon such entry.If an audit or inspection in
accordance with this section reveals overpricing or overcharges to County of any nature by
CivicPlus, LLC, in excess of five percent(5%)of the total contract billings reviewed by County, in
addition to making adjustments for the overcharges,CivicPlus,LK,shall pay the reasonable cost
of County's audit.Any adjustments or payments due as a result of such audit or inspection shall
be made within thirty(301 days after presentation of County's findings to CivicPlus,LLC.
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Page 673 of 702
Agenda Item #29.
CivicPlus,LLC,shall ensure that the requirements of this section are included in all agreements
with all Subcontractor(s).
11.4. Independent Contractor. CivicPlus, LLC, is an independent contractor of County, and
nothing in this Agreement shall constitute or create a partnership,joint venture, or any other
relationship between the Parties.In providing Services,neither CivicPlus,LLC,nor its agents shall
act as officers, employees, or agents of County. CivicPlus, LLC, shall not have the right to bind
County to any obligation not expressly undertaken by County under this Agreement.
H.S. Regulatory Capacity. Notwithstanding the fact that County is a political subdivision with
certain regulatory authority, County's performance under this Agreement is as a Party to this
Agreement and not In its regulatory capacity. If County exercises its regulatory authority, the
exercise of such authority and the enforcement of Applicable Law shall have occurred pursuant
to County's regulatory authority as a governmental body separate and apart from this
Agreement,and shall not be attributable in any manner to County as a Party to this Agreement.
11.6. Sovereign Immunity.Except to the extent sovereign immunity may be deemed waived by
entering into this Agreement or an Carder,nothing herein is intended to serve as a waiver of
sovereign immunity by County or a Governmental Agency nor shall anything included herein be
construed as consent by County or a Governmental Agency to be sued by third parties in any
matter arising out of this Agreement.
11.7. Third-Party Beneficiaries. Any Governmental Agency that has executed a Participation
Agreement and an Order is expressly made a third-party beneficiary of this Agreement with full
power and authority to enforce this Agreement to the same effect as if it had expressly been
made a party hereto. Other than a Governmental Agency with an executed Participation,
Agreement and at least one Order, neither CivicPlus, LLC, nor County intends to directly or
substantially benefit a third party by this Agreement.Therefore, the Parties acknowledge that
there are no third-party beneficiaries to this Agreement and that no third party shall be entitled
to assert a right or claim against either of them based upon this Agreement.
11.8, Notice and Payment Address.Unless otherwise stated herein,for notice to a Party to be
effective under this Agreement, notice must be sent via U.S. first-class mail, hand delivery,or
commercial overnight defivery,each with a contemporaneous copy via email,to the addresses
listed below and shall be effective upon mailing or hand delivery(provided the contemporaneous
email is also sent).Payments shall be made to the noticed address for CivicPlus, LLC.Addresses
may be changed by the applicable Party giving notice of such change in accordance with this
section.
FOR COUNTY:
Board of County Commissioners
Palm Beach County Finance Dept.
P.O.Box 4036
West Palm Beach,FL 33402-4036
Email address:payables[cornypalmbeachclerk.corn
CivicPlus Publicly Accessible Website Agreement Page 13 of 41
Page 674 of 702
Agenda Item #29.
FOR CONTRACTOR:
CiviePlus,LLC
Attn:Contract Manager
302 S.414 Street,Ste 500
Manhattan,KS 66502
Email address:contracts(n�civic Ip us.com
11.9. Assignment. All Subcontractors must be expressly identified in this Agreement or
otherwise approved in advance and in writing by County's Contract Administrator. Except for
approved subcontracting,neither this Agreement nor any right or interest in it may be assigned,
transferred,subcontracted,or encumbered by CiviePlus,LLC,without the prior written consent
of the County.Any assignment,transfer,encumbrance,or subcontract in violation of this section
shall be void and ineffective, constitute a breach of this Agreement, and permit County to
immediately terminate this Agreement,in addition to any other remedies available to County at
law or in equity. The county reserves the right to condition its approval of any assignment,
transfer,encumbrance,or subcontract upon further due diligence and an additional fee paid to
the County to reasonably compensate it for the performance of any such due diligence.
11.10. Conflicts. Neither CiviePlus, LLC, nor its employees shall have or hold any continuing or
frequently recurring employment or contractual relationship that is substantially antagonistic or
incompatible with CiviePlus,LLC's,loyal and conscientious exercise of judgment and care related
to its performance under this Agreement. During the Term, none of the CiviePlus, LLC's officers
or employees shall serve as an expert witness against County in any legal or administrative
proceeding in which they or CiviePlus, LLC, is not a party unless compelled by legal process.
Further,such persons shall not give sworn testimony or issue a report or writing as an expression
of such person's expert opinion that is adverse or prejudicial to the interests of the County in
connection with any such pending or threatened legal or administrative proceeding unless
compelled by legal process.The limitations o€this section shall not preclude the CiviePlus,LLC,
or any persons in any way from representing themselves, including giving expert testimony in
support of such representation in any action or in any administrative or legal proceeding.if the
CiviePlus, LLC,is permitted pursuant to this Agreement to utilize Subcontractors to perform any
Services required by this Agreement,CiviePlus,LLC,shall require such Subcontractors,by written
contract,to comply with the provisions of this section to the same extent as CiviePlus,LLC.
11.11. Materiality and Waiver of Breach.Each requirement,duty,and obligation set forth in this
Agreement was bargained for at arms-length and is agreed to by the Parties.Each requirement,
duty,and obligation set forth in this Agreement is substantial and important to the formation of
this Agreement,and each is,therefore,a material term.County's failure to enforce any provision
of this Agreement shall not be deemed a waiver of such provision or modification of this
Agreement.A waiver of any breach shall not be deemed a waiver of any subsequent breach and
shall not be construed to be a modification of this Agreement.To be effective, any waiver must
be in writing signed by an authorized signatory of the Party granting the waiver.
CiviePlus Publicly Accessible Website Agreement Page 14 of 41
Page 675 of 702
Agenda Item #29'.
11-12. Compliance with Laws.CivICPlus, U.C,and the Services must comply with all Applicable
Laws,including,without limitation,the Americans with Disabilities Act,42 U.S.C.§12101,Section
504 of the Rehabilitation Act of 1973,and the requirements of any applicable grant agreements.
11.13, Severability.If any part of this Agreement is found to be unenforceable by any court of
competent jurisdiction,that part shall be deemed severed from this Agreement,and the balance
of this Agreement shall remain in full force and effect.
11.14. Joint Preparation.This Agreement has been jointly prepared by the Parties,and shall not
be construed more strictly against either Party.
11.15. Interpretation. The titles and headings contained in this Agreement are for reference
purposes only and shall not in any way affect the meaning or interpretation of this Agreement.
All personal pronouns used in this Agreement shall include any other gender, and the singular
shall include the plural, and vice versa, unless the context otherwise requires, Terms such as
"herein"refer to this Agreement as a whole and not to any particular sentence, paragraph,or
section where they appear,unless the context otherwise requires_Whenever reference is made
to a section or article of this Agreement, such reference is to the section or article as a whole,
including all subsections thereof, unless the reference is made to a particular subsection or
subparagraph of such section nr article. Any reference to "days" means calendar days unless
otherwise expressly stated.Any reference to approval by County shall require approval in writing
unless otherwise expressly stated.
11.16. Priority,of Provisions. If there is a conflict or inconsistency between any term,statement,
requirement,or provision of any document or exhibit attached to,referenced by,or incorporated
in this Agreement,or any order,and any provision within an article or section of this Agreement,
the article or section shall prevail and be given effect.
11,17. Law, Jurisdiction, Venue, Waiver of Jury Trial.This Agreement shall be interpreted and
construed in accordance with and governed by the laws of the State of Florida.The exclusive
venue for any lawsuit arising from,related to,or in connection with this Agreement shall be in
the state courts of the Fifteenth Judicial Circuit in and for Palm Beach County,Florida,If any claim
arising from,related to,or in connection with this Agreement must be litigated in federal court,
the exclusive venue for any such lawsuit shall be in the United States District Court or United
States Bankruptcy Court for the Southern District of Florida. EACH PARTY HEREBY EXPRESSLY
WAIVES ANY RIGHTS IT MAY HAVE TO A TRIAL BY JURY OF ANY CIVIL LITIGATION RELATED TO
THIS AGREEMENT.
11.18, Amendments. Unless expressly authorized herein, no modification, amendment, or
alteration of any portion of this Agreement is effective unless contained in a written document
executed with the same or similar formality as this Agreement and by duly authorized
representatives of County and CivicPlus,LLC,
11.19. Prior Agreements.This Agreement represents the final and complete understanding of
the Parties regarding the subject matter of this Agreement and supersedes all prior and
CivicPlus Publicly Accessible Webslte Agreement Page 15 of 41
Page 676 of 702
Agenda Item #29.
contemporaneous negotiations and discussions regarding same.All commitments,agreements,
and understandings of the Parties concerning the subject matterof this Agreement are contained
herein.
11.20, Payable Interest.
11.20A. PAyment_ot interest. Unless prohibited by Applicable Law, Governmental
Agency shall not be liable for interest to CwicPlus, LLC, for any reason, whether as
prejudgment interest or for any other purpose, and CivicPlus, LLC, waives, rejects,
disclaims,and surrenders any and all entitlement to interest in connection with a dispute
or claim arising from,related to,or in connection with this Agreement.
11.20.2. Rate of Interest.If the preceding subsection is inapplicabie.or is determined to
be invalid or unenforceable by a court of competent jurisdiction, the annual rate of
interest payable by Governmental Agency under this Agreement, whether as
prejudgment interest or for any other purpose, shalt be,to the full extent permissible
under Applicable Law, one quarter of one percent (0.25%� simple interest
(uncompounded).
11.21. Incor o�p ration,by Reterence.Any and all Recital clauses stated above are true and correct
and are incorporated in this Agreement by reference.The attached Exhibits are incorporated into
and made a part of this Agreement.
11.22. Counterparts and Multiple originals. This Agreement may be executed in multiple
originals,and may be executed in counterparts,whether signed physically or electronically,each
of which shall be deemed to be an original,but all of which,taken together,shall constitute one
and the same agreement.
11.23. Use of County Name or Logo. CivicPlus, LLC,.shall not use County's name or logo in
marketing or publicity materials without prior written consent from the Contract Administrator.
11.24. Dru -Free Workplace. If required under Section 21,23(f), Palm Beach County
Administrative Code,or Section 287,087,Florida Statutes,CivicPlus,LLC,certifies that it has and
will maintain a drug-free workplace program throughout the Term,
11.25. Polystyrene_Food Service Articles. CivicPlus, LLC, shall not sell or provide for use on
County property expanded polystyrene products or food service articles (e.g., Styrofoam),
unencapsulated expanded polystyrene products,or single-use plastic straws or stirrers, as set
forth in more detail in Section 27.173,Palm Beach County Administrative Code.
11.26. Additionai Security Rquirements. CivicPlus, LLC, shall comply with the ETS Security
Requirements attached hereto as Exhibit F, which shall be applicable to the Website and all
Services provided pursuant to Orders issued under this Agreement.
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Page 677 of 702
Agenda Item #29.
11.27.PALM BEACH COUNTY OFFICE OF THE INSPECTOR GENERAL AUDIT REQUIREMENTS.Pursuant to Palm
Beach County Code,5ection 2-421-2-440,as amended,Palm Beach County's Office of Inspector General is
authorized to review past,present and proposed COUNTY contracts,transactions,accounts,and records.
The Inspector General's authority includes, but is not limited to,the power to audit,investigate,monitor,
and inspect the activities of entities contracting with the COUNTY,or anyone acting on their behalf,in order
to ensure compliance with contract requirements and to detect corruption and fraud.Failure to cooperate
with the Inspector General or interfering with or impeding any investigation shall be a violation of Palm
Beach County Code,Section 7-421—2-440,and punished pursuant to Section 125.69,f,S-,in the same
manner as a second degree misdemeanor.
11,28,CRIMINAL HISTORY RECORDS CHECK ORDINANCCRIMINAL HISTORY RECORDS CHECK ORDINANCE
CivicPltus,LLC,CivicPlus,LLC's employees,subcontractors of CivicPlus, LLC and employees of subcontractors
shall comply with Palm Beach County code,Section 2-371-2 377,the Palm Beach County Criminal History
Records Check Ordinance("Ordinance"),for unescorted access to critical facilities("Critical facilities")or
criminal justice information facilities("Cil Facilities")as identified in Resolutions R2013-1470 and
R2015-0572,as amended.CivicPlus,LLC is solely responsible for the financial,schedule,and/or staffing
implications of this Ordinance.Further,CivicPlus,LLC acknowledges that its Agreement price includes any
and all direct or indirect costs associated with compliance with this Ordinance,except for the applicable
FDLE/FBI fees that shalt be paid by the COUNTY.
IN WITNESS WHEREOF,the Parties hereto have made and executed this Agreement:
PALM BEACH COUNTY,through its BOARD OF COUNTY COMMISSIONERS,signin b and through its County
Mayor authorized to execute same by Board action on the day ofSEP 1 2�20 3,2023,and CivicPlus,
LLC,signing by and through Its - __ duty authorized to execute same.
R2023 1269 COUNTY
PALM BEACH COUNTY,by and
through its County Comm ers
Athy: _
Gregg Weiss, Beach County Mayor
day of�L/,2Rz3
By: g15/z
Anne Helfant (Da
Senior Assistant County Attorney
Legal Sufficiency
By:
Archie 5atchell (Date)
Chief Information Officer
Terms and Conditions
CivicPlus Publicly Accessible Website Agreement Page 17 of 41
Page 678 of 702
Agenda Item #29.
AGREEMENT BETWEEN PALM BEACH COUNTY ANO CIVICPLUS,LLC,FOR COUNTY
DESIGNATED PUBLICLY ACCESSIBLE WEBSCIE FOR PUBLICATION OF LEGAL NOTICES
CONTRACTOR
CIVICPLUS,LLC
By: Liu, a 111( ----
Authorized Signer
Amy Vikander,Senior VP of Customer Success
Print Name and Title
28 _day of June 2023
WITNHS:
By:
Signature
Phillip Devine _
Print Name of Witness
CivicPlus Publicly Accessible Website Agreement Page 18 of 41
Page 679 of 702
Agenda Item #29.
Exhibit A
Scope of Services
CivicPlus,LLC,shall provide a Website utilizing its CivicPlus Optimize Product,which shall
include the fot{awing:
Quantity j Product Name Description Product Type
1.00 Process Automation Premium J Process Automation Premium i Renewable
Package Package
.. -- — — --
1-00 Forms&Apps I Forms&Apps Renewable
1.00 Data Manager Module Data Manager Module Renewable
1.00 06 Connectors, PA 10H Connectors,PA Renewable
1.00 Workflow&Approvals Module ! Workflow&Approvals Module Renewable
- -
1.00 I Process Automation CivicPlus, LLC,'s team will One-time
document process workflow
and work with Governmental
Agencies to build, configure,
and style the Website.
CivicPlus, LLC, shall submit final Website design and layout to County's Contract Administrator
for approval. Website shall not "go-live"to the public or be useable by Governmental Agencies
for publication of Notices until County's Contract Administrator has issued written approval of
the final Website design and layout. CivicPlus, LLC,shall be the sole owner of the URL, domain,
and Website, and the Parties agree that County is simply designating Website as its publicly
accessible website pursuant to this Agreement.
Website Requirements.The Website must provide at least the following functionality:
a. Alt text must be machine-readable.
b, Notices must be searchable by any available criteria,including but not limited to, agency,
date of publication,keyword,title,and category{e.g•,procurement,land use,etc.).
c, Notices must indicate the date the Notice was first published on the Webske.
d. The Website must offer Govern mental Agencies the abilityto link procurement notices to
external websites,
e. The Website must be capable of generating an affidavit of proof of publication form
consistent with Section 50.041,Florida Statutes,in a form substantially similar to Exhibit
G.
f. The Website must provide the ability to attach a PDF(or other document format)as part
of the Notice.
CivicPlus Publicly Accessible Website Agreement Page 19 of 41
Page 680 of 702
Agenda Item #29. -
g. The Website must provide the ability to create templates to facilitate the creation and
distribution of specific Notices.
h_ The Website must provide the public the abillty to request mail or a-mail notification of
the applicable Governmental Agency of any/all Notices published by that Govetnmental
Agency to the Website provide notice to each applicable Governmental Agencyof all such
requests,and provide the ability for the applicable Governmentat Agency to download a
registry of the names, addresses, and a-mai#addresses of persons who have submitted
such requests.
i. For Notices by e-mail,the Website will autogenerate and send the Notices once published
by Governmental Agency. For Notices by first-class mail,the participating Governmental
Agency will be responsible for mailing applicable Notices.
j. The Website must be responsive in design and able to function on desktops,tablets,and
mobile web browsers and platforms,including compatibility with Edge,Chrome,Safari,
Firefox,and all current browsers on Microsoft(Windows),Googie(Chrome,Android),and
Apple operating systems, and future web biuwsers and platforms that may become
available.
Training Regulre_ments. CivicPlus, LLC, shall provide a quarterly training session open to all
Governmental Agencies that have issued executed a Participation Agreement.As part of this
training, CivicPlus, LLC,shall provide updates regarding CivicPlus, LLC,'s product road map, new
features,and functionahties.The quarterly training date shaft be announced no less than thirty
(30) days before the training date.The training(s) may be held at a location within Palm Beach
County or online,as designated by CivicPlus,LLC,subject to County approval.
Project Schedule;Go-Live Date. CivicPlus,LLC,shall complete all Website design,configuration,
testing,and other required preparatory activity to enable Governmental Agencies access to the
Website for the publication of Notices no later than 60 days after the execution of the first
Participation Agreement under this Agreement.
Contractor Support.
a. CivicPlus, LLC, will use commercialiy 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.Governmental Agency wilt have 24/7 access to
the online CivicPlus Help Center (civicplus.help) to review use articles, software best
practices,receive maintenance release notes,as we#I as submit and monitor omni-channel
support tickets and access solution specific support contact methods
(httLww.civicplus he�fhc/en-us[requests/new).
b. CivicPlus, LLC, 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,LLC,'s support
engineers serve a preliminary function in the agile development process and escalate
defects to software developers or architects for remediation, for security purposes,
CivicPlus Publicly Accessible Website Agreement Page 20 of 41
Page 681 of 702
Agenda Item #29:
CivicPlus, LLC,'s 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,Governmental Agency delegated Users may receive tutorials and
guidance on account modifications but will perform the action themselves.
c. CivicPlus,LLC,'s support hours span between the hours of 7 am to 7 pm CST,but mayvary
by product. Governmental Agency will have 24/7 access to the online CrvicPlus Help
Center (civicplus.help) to obtain each product's support hours, review use articles,
software best practices,receive maintenance mtease notes,as weft as submit and monitor
omni-channel support tickets and access solution specific support contact methods
[https://www.civicplus.fi� he era ulreguQsts/new).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 Governmental Agency at the time
of the request and will be subject to Governmental Agency acceptance and invoiced the
next business day following the non-emergency support.CivicPlus,LLC,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 Order.
d, If a reported problem cannot be solved during the firstsupport interaction,Governmental
Agency 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, LLC,
is not responsible.
Warranty. CivicPius, LLC, warrants that the Services and Website will perform substantially in
accordance with CivicPlus, LLC,'s documentation and marketing proposals, and free of any
material defect.CivicPlus, LLC,warrants to the Governmental Agency that, upon notice given to
CivicPlus, LLC, of any defect in design or fault or improper workmanship, CivicPlus, LLC, will
remedy any such defect CivicPlus, LLC, 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 Civir lus, LLC„ even in a situation where CivicPlus, LLC, approves of such modification in
writing;or 00 use of the Services in combination with a third-party service,web hosting service,
or server not authorized by CivicPlus,LLC,
CivicPlus Publicly Accessible Website Agreement Page 27 of 41
Page 682 of 702
Agenda Item #29.
Exhibit B
Rates
The following rates apply to all Orders issued pursuant to this Agreement:
One-Time
Implementation Annual-Year 1 TOTAL-Year 1
Tie r5:Pa Ina Beach County $2,000 $18,000 $20,000
Tier 4:MunicipalitywithPopulalion=90,U00 $2,000 $8,000 $10,000
or greater
Tier 3:Municipality with Population=40,000- $2,000 $7,000 $9,000
89,999
Tier 2:Municlpallty with Population=10,000 $2,000 $G,000 $8,000
39,999
Tier 1:Municipality with Population=9,999 $2,000 $5,000 $7,000
or fewer
Tier 0:Special District/Non- $2,000 $5,000 $7,000
Municipal/Constit utionall Officer
Early Adopter Incentive.Governmental Agencies that execute a Participation Agreement and an
Order prior to December 31,202%will receive a 100%waiver of one-time implementation fees.
Annual Price Adiustment.The Annual Rates shown in this Exhibit B will increase by 3%annually,
beginning on the first anniversary of the Effective Date of this Agreement and each anniversary
thereafter.
`Year 1 means the time period from the Effective Date of this Agreement and continuing for a
period of twelve months. Governmental Agencies will be charged the then-current Annual Rate
effective as of the date of their Order and each anniversary thereof_
CivicPlus Publicly Accessible Website Agreement Page 22 of 41
Page 683 of 702
Agenda Item #29:
Exhibit C
Minimum Insurance Requirements
ARTICLE =-INSURANCE REQLAREMENTS
The CONTRACTOR shall maintain at its sole expense,in force and effect, at all times during the term of
this Contract,at least t he insurance coverage and limits (including endorsements)as described herein.
Failure to maintain the required insurance shall be considered default of the Contract. The requirements
contained herein, as well as CCUNTY's review or acceptance of insurance maintained by t h e
CONTRACTOR, are not intended to, and shall not in any manner Iimit or qualify the iiabilities and
obligations assumed by t h e CO N T RA CT C R under the Contract.The CONTRACTOR agrees to notify
the COUNTY at least ten (10) days prior to cancellation, non-renewal or material change to the
required insurance coverage. Wheie the policy allows, coverage and endorsements shall apply on a
primary basis and non-contributory basis.
A. Commercial General_Liability: The CONTRACTOR shall maintain Commercial General Liability
insurance at a limit of liability not less than $1,000,000 combined single limit for property
damage and bodily injury each occurrence. Coverage shall not contain any endorsement(s)
excluding Contractual Liability or Cross Liability,
Additional Insured Endorsement, The Commercial General Liability policy shall be endorsed to
include"Palm Beach County Boa rd of County Commissioners,a Political Subdivision of the State
of Florida,its Officers,Employees,and Agents" as an Additional Insured. A copy of the
endorsement shall be provided to COUNTY upon request.
B. Business Auto Viability: The CONTRACTOR shall maintain Business Auto Liability insurance at a
limit of liability not less than$500,000 combined single Rmit for property damage and bodily injury
each accident.This requirement may be satisfied hyamendmentto the Commercial General Liability
policy,
C. Workers' Compensation Insurance & Em io er's Liabili : The CONTRACTOR shall
maintain Workers' Compensation & Employer's Liability In accordance with Chapter 440
of the Florida Statutes.
D. Cyber LiabifitvfTechnology Errors & Omissions: CONTRACTOR shall maintain
Technology Errors&Omissions,or equivalent insurance with coverage for cyber liability and
security breach with a limit of liability not less than $1,000,000 per occurrence, and
$2,000,000 per aggregate, The Parties hereby acknkolwedge and agree CONTRACTOR
shall not be switched to a "Claims-made" basis during the term of this Agreement. The
Certificate of Insurance providing evidence of the purchase of this coverage shall clearly
indicate whether coverage is provided on an"occurrence"or"claims-made"form
L. Waiver of Subrogation;Except where prohibited by law,the CONTRACTOR hereby waives any and
all rights of Subrogation against the COUNTY,its officers,employees and agents for each required
CivicPlus Publicly AccPssibie Website Agreement Page 23 of 41
Page 684 of 702
Agenda Item #29i
policy.When required by the insurer,or should a policy condition not permit an insured to enter
into a pre-loss agreement to waive subrogation without an endorsement,then the CONTRACTOR
shall notify the insurer and request the policy be endorsed with a Waiver of Transfer of Rights of
Recovery AgainstOthe€s,or its equivalent.This Waiver of Subrogation requirement shall not apply
to any policy t h at includes a condition to the policy specifically prohibiting such an
endorsement or voids coverage should the CONTRACTOR enter into such an agreement on a
prP-loss basis.
F. Certificate(si of insurance; On execution of this contract,renewal,within forty-eight 148]hours of
a request by COUNTY,and prior to the expiration of any of the required coverage throughout the
term of this Contract,the CONTRACTOR shall deliver to COUNTY,a signed Certificate(s)of Insurance
evidencing at least the insurance coverage required by this Contract. The Certificate shall be issued
to:
Palm Beach County Board of County Commissioners,
And may be addressed;
c/o Department
Using the address as indicated in the"Notices"article or another address on
agreement of the parties.
G. Right to Revise or Re14ct: COUNTY,by and through its Risk Management Department, reserves
the right to reject, review,and,or modify any required insurance, including limits, coverage,or
endorsements,throughout the term of this Contract.
CivicPius Publicly Accessible Website Agreement Page 24 of 41
Page 685 of 702
Agenda Item #29.
Exhibit D
Governmental Agency Order
CivicPlus,LLC Publicly Accessible Website Agreement
This Order is between Palm Beach County ("Governmental Agency") and CivicPlus, LLC
("Contractor" or"CivicPlus•') pursuant to CivicPlus, LLC,'s Agreement with Palm Beach County.
CivicPlus, LLC, affirms that the representations and warranties in the Agreement are true and
correct as of the date this Order is executed by CivicPlus,I.L.C. In the event of any inconsistency
between this Order and the Agreement, the provisions of the Agreement shall govern and
control.
services to be provided pursuant to this Order:
(COMPOSE SIMPLE SUMMARY INCLU DING GO-LIVE DATEl T
I
i __..... .... _. ....._.._
The time period for this Order,uniess otherwise extended or terminated by either party,is as
follows:
The total fee for this Order is as follows: $� �("Total Fee"), which is based on the Rates
set forth in Exhibit B of the Agreement. The Total Fee shall be invoiced upon complete
execution of this Order.
Governmental Agency shall pay CivicPlus, LLC, within forty-five (45) days after receipt of
CivicPlus,LLC,'s proper invoice.
Additional Terms:
a. Form of Notice. Governmental Agency shall comply with all applicable
requirements, obligations, duties, and procedures set forth in Chapter 50, Florida Statutes
("Notice Requirements'), as may be amended from time to time, relating to any Publications
published on the Website.Governmental Agency will be solely respons€ble for compliance with
the Notice Requirements.
h. Sovereign Immunity• Except to the extent sovereign immunity may be deemed
waived by entering into this Order,nothing herein is intended to serve as a waiver of sovereign
immunity by Governmental Agency nor shall anything included herein be construed as consent
by Governmental Agency to be sued by a third party in any matter arising out of this Order.
C. Notices.Any Notices steal€be provided in accordance with the"Notices"section of
the Agreement at the address for CivicPlus, LLC,listed in the Agreement and the address for
Governmental Agency listed in the Participation Agreement.
d. Public Records,The provisions of Section 119.0701 are hereby incorporated as if
fully set forth herein. Governmental Agency's public records custodian is as follows:
CivicPlus Publicly Accessible Website Agreement Page 25 of 41
Page 686 of 702
Agenda Item #29.
Limitation of Liabilit .
a. CivicPlus'liability arising out of or related to this Order,will not exceed$300,000,
excluding any indemnification obligations set forth in Article 7 of the Agreement.
b. In no event will CivlcPlus be liable to Governmental Agency for any consequential,
indirect,special,incidental,or punitive damages arising out of or related to this Order.
C. The liabilities limited by Sections (a) and (b) above 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 Governmental Agency is advised in advance of the possibility of the
damages in question and even if such damages were foreseeable;and(d)even if Governmental
Agency'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.
d, Notwithstanding the foregoing,CivicPlus'liability arising out of or related to this
Order for the gross negligence of CivicPlus shall not exceed the insurance limits available to
CivicPlus at the time such claim is made.
Warranties and Disclaimer.
a. Each person signing this Order, represents and warrants that they are duly
authorized and have legal capacity to execute and bind the respective party to the terms and
conditions of this Order.Each party represents and warrants to the other that the execution and
delivery of the Order and the performance of such Party's obligations thereunder have been
duly authorized and that this Order is a valid and legal agreement binding on such Party and
enforceable in accordance with its terms.
b. CivicPlus warrants that the Services will perform substantially in accordance with
the Agreement, documentation, and marketing proposals, and free of any material defect,
CivicPlus warrants tothe Governmental Agency 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
CivicRIus 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,
C. EXCEPT FOR THE EXPRESS WARRANTIFS IN THE AGREEMENT AND THIS ORDER,
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 PMOR COURSE OF DEALING.
d. EACH PROVISION OF THIS ORDER THAT PROVIDES FORA LIMITATION OF LIABILITY,
DISCLAIMER OF WARRANTIES,OR EXCLUSION OF DAMAGES IS TO ALLOCATE THE RISKS OF THIS
ORDER BETWEEN THE PARTIES.TH)S ALLOCATION 1S REFLECTED IN THE PRICING OFFERED BY
CIVICPLUS TO GOVERNMENTAL AGENCY 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 ORDER.
Ownership and Content Resnonsipility.
a. 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 Publicly Accessible Website Agreement Page 25 of 41
Page 687 of 702
Agenda Item #29.
("CivicPius Property") will remain the property of CivicPius, CivicPius Property specifically
excludes content provided by the Governmental Agency ("Governmental Agency Content").
CivicPius Publicly Accessible Website Agreement Page 27 of 41
Page 688 of 702
Agenda Item #29.
Governmental Agency shall not (i) license, sublicense, sell, resell, reproduce, transfer, assign,
distribute or otherwise commercially exploit or make available to any third party any CivicPlus
Property in any way, except as specifically provided in the applicable Order; (ii) adapt, alter,
modify, or make derivative works based upon any CivicPlus Property; (€ii) link to the CivicPlus
Property software, including "framing" or"mirroring" any CivicPlus Property, in such a manner
as to permit administrative access by third party entities other than Governmental Agency(Note:
this does not preclude linking to the Website on any Governmental Agency website to permit
public access to the Website); (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 are trademarks of
CivicPlus,and no right or license is granted to use them outside of the licenses set forth in this
Order.
b. Provided Governmental Agency complies with the terms and conditions herein,
CivicPlus hereby grants Governmental Agency a limited, nontransferable, nonexclusive, license
to access and use the CivicPlus Property associated with any valid and effective Order,for the
term of the respective order,
c. 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, Governmental Agency and its Users are granted a limited license to access
Documentation,download,and copy the Documentation as needed.Governmental Agency shall
not make derivatives of the Documentation.
d. CivicPlus in its sole discretion, may utilize al€comments and suggestions,whether
written or oral,furnished by Governmental Agency to CivicPlus in connection with its access to
and use of the Services (al€ reports, comments and suggestions provided by Governmental
Agency hereunder constitute,collectively,the"Feedback").Governmental Agency hereby grants
to CivicPlus a worldwide, non-exclusive,irrevocable,perpetual, royalty-free fight and license to
incorporate the Feedback in the CivicPlus products and services.
e. Upon completion of the Initial Implementation and go-live date, Governmental
Agency will assume full responsibility for Governmental Agency Content maintenance and
administration. Governmental Agency, not CivicPlus, shall have sole responsibility for the
accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property
ownership or right to use of all Governmental Agency Content.Governmental Agency hereby
grants CivicPlus a worldwide,non-exclusive right and license to reproduce,distribute and display
the Governmental Agency Content as necessary to provide the Services,Governmental Agency
represents and warrants that Governmental Agency owns all Governmental Agency Content or
that Governmental Agency has permission from the rightful owner to use each of the elements
of Governmental Agency Content; and that Governmental Agency has all rights necessary for
CivicPlus to use the Governmental Agency Content in connection with providing the Services-
f. At any time during the term of the applicable Order, Governmental Agency will
have the ability to download the Governmental Agency Content and export the Governmental
CivicPlus Publicly Accessible Website Agreement Page 28 of 41
Page 689 of 702
Agenda Item #29.
Agency data through the Services.Governmental Agency may request CivicPlus to perform the
export of Governmental Agency data and provide the Governmental Agency data to
Governmental Agency in a commonly used format at any time,for a fee to be quoted at time of
request and approved by Governmental Agency. Upon termination of the applicable Order for
any reason,whetheror not Governmental Agency has retrieved or requested the Governmental
Agency data, CivicPlus reserves the right to permanently and definitively delete the
Governmental Agency Content and Governmental Agency data held in the Services thirty(30)
days following termination of the applicable Order. During the thirty(30)day period following
termination of the Order,regardless of the reason for its termination,Governmental Agency will
not have access to the Services-
Responsibilities of the Parties.
a. CivicPlus will not be liabte for any failure of performance that is caused by or the
result of any act or omission by Governmental Agency or any entity employed/contracted on the
Governmental Agency's behalf.
b. Governmental Agency is responsible for all activity that occurs under
Governmental Agency's accounts by or on behalf ofGovernmental Agency.Governmental Agency
agrees to (a) be solely responsible for all designated and authorized individuals chosen by
Governmental Agency("User")act ivity,which must be in accordance with this Order;(b)be solely
responsible for Governmental Agency content and 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 Governmental
Agency 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(e)use
the Services only in accordance with applicable laws and regulations.
C. 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.
d. CivicPlus shall not be responsible for any act or omission of any third-{tarty vendor
or service provider that Governmental Agency has selected to integrate any or its Services with.
e. Governmental Agency's use of the Services is subject to the Acceptable Use Policy
set forth at ht�s:/Jwww.civico�timize,civicplus.help he en-usJarticles�360646.8.49654-
Acceptable_Use=Poles. _
Data Security.
a. CivicPlus shall, at all times, comply with the terms and conditions of its Privacy
Policy set forth at httpsJ/www.civicplus-com/privacv-policy.CivicPlus will maintain commercially
reasonable administrative, physical, and technical safeguards designed to protect the security
and confidentiality of Governmental Agency 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 Governmental Agency;or(d) in compliance with our Privacy
Policy, CivicPlus will not modify Governmental Agency data or disclose Governmental Agency
data, unless specifically directed by Governmental Agency or compelled by law.
CivicPlus Publicly Accessible Website Agreement Page 29 of 41
Page 690 of 702
Agenda Item #29.
Notwithstanding the foregoing,CiOcPlus reserves the right to delete known malicious accounts
without Governmental Agency authorization.
b, Governmental Agency acknowledges and agrees that CivicPlus utilizes third-party
service providers to host and provide the Services and store Governmental Agency 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 Governmental Agency's data.
C. CivicPlus may offer Governmental Agency the ability to use third-party
applications in comb€nationwith the Services.Any such third-party application will be subject to
acceptance by Governmental Agency.In connection with any such third-party application agreed
to by Governmental Agency,Governmental Agency acknowledges and agrees that CivicPlus may
allow the third-party providers access to Governmental Agency data as required for the
interoperation of such third-party application with the Services. The use of a third-party
application with the Seivices may also require Governmental Agency to agree to a separate
agreement or terms and conditions with the provider of the third-party application,which will
govern Governmental Agency's use of such third--party application provided that in no event shall
any such separate agreement modify or prevail over any conflicting term in this Agreement.
d. in the event of a security breach at the sale fault of the negligence, malicious
actions,omissions,or misconduct of CivicPlus,CivicPlus,as the data custodian,will comply will
all temediation efforts as required by applicable federal and state law.
(Signatures appear on the following poge.)
CivicPlus Publicly Accessible Website Agreement Page 30 of 41
Page 691 of 702
Agenda Item #29.
IN WITNESS WHEREOF,the Parties hereto have made and executed this Order,effective
as of the date the last party signs this Order.
GOVERNMENTAL AGENCY NAME
ATTEST-
Purchasing Director
Print Name
_day of _ _ ,20_
1 HEREBY CERTIFY that I have approved this
Order as to form and legal sufficiency subject
to execution by the Parties:
Senior Assistant County Attorney
Contractor
Signature
Title
Print/Type Name
Form Participation Agreement for Website Publications Page 31 of 41
Page 692 of 702
Agenda Item #29.
Exhibit E
Form Participation Agreementfor Publication of Legal Notices
an County Designated Publicly Accessible Website
This Form Participation Agreement("Participation Agreement")is made and entered into
by and between Palm Beach County,a political subdivision of the State of Florida("County"),
and
a local government existing under the laws of the State of Florida("Local
Government")(each a"Party,"and collectively the"Parties").
RECITALS
A. During the 2022 legislative session, the Florida Legislature enacted House Bill
7049,which created Section 50.0311,Florida Statutes.
S. Effective January 1, 2023, Section 50.0311, Florida Statutes, authorizes a focal
governmental agency to publish legal notices under specified conditions on a publicly accessible
website,owned or designated by the applicable county,instead of in a print newspaper-
C. Local Government represents that it is a governmental agency as defined in
Section 50.0311, Florida Statutes, Local Government desires to utilize County's designated
publicly accessible website for certain required notices and advertisements,
D. Pursuant to Section 50.0311, Florida Statutes, County designated CivicPlus, LLC
f"Website")as County's publicly.accessible website for publication of notices and advertisements
f"Publications").
Now,therefore,far good and vaWabie consideration,the feceipt and sufficiency of which
are hereby acknowledged,the Parties agree as follows:
1. Recitals.The truth and accuracy of each clause set forth above is acknowledged by the
Parties.
2. Designation of Website.County has entered into an agreement with Website("Website
Contract") for Publications,At any time, upon at least ninety(90)days' prior written notice to
Local Government in accordance with the Notices section of this Participation Agreement,County
may designate a different entity as County's publicly accessible website pursuant to Section
50.0311,Florida Statutes.Any such newdesignation shall be automatically effective upon the date
stated in County's notice without the need for an amendment to this Participation Agreement,
and upon the effective date the new website shall be the "Website" for purposes of this
Participation Agreement.
3. Utilization of Website. Local Government may utilize the Website for its Publications if
and to the extent it elects to do so. Nothing in this Participation Agreement obligates Local
Government to utilize the Website for any Publication.However,any utilization of Website by
Form Participation Agreement for Website Publications Page 32 of 41
Page 693 of 702
Agenda Item #29.'
Local Government for Publications pursuant to Section S0.0311, Florida Statutes, shall be
obtained exclusively through the Website Contract and not through any other contract or
procurement method. Local Government agrees that no other website is County's designated
publicly accessible website,and Local Government agrees it will not take any action to challenge
or otherwise attempt to disqualify the designation of Website (or any substitute website
pursuant to Section Z above)as the properly designated website of County pursuant to Section
50.0311,Florida Statutes.
4. Term.The term of this Participation Agreement shall commence upon the date it is fully
executed by the Parties("Effective Date")and shall continue until terminated by either Party as
otherwise provided herein.
S. Compliance With Notice Requirements. For the duration of this Participation Agreement,
Local Government shall comply with all applicable requirements, obligations, duties, and
procedures set forth in Chapter 50,Florida Statutes("Notice Requirements"),as may be amended
from time to time, relating to any Publications pub€fished on the Website. County shall have no
responsibility For ensuring that local Government,the Website,or the Publications comply with
the Notice Requirements or any other applicable law,rule,or regulation.
6. County Actions are Ministerial" Local Government acknowledges that any and all
Publications of Local Government are prepared by Local Government and not by County,and that
any and all actions of County in conjunction with or relating to the designation of the Website for
use by Local Government are,and shall be construed at all times as,purely ministerial acts.
7. Costs and Payment. Local Government is solely responsible for the timely payment of all
fees and costs associated with its Publications and use of the Website. Local Government shall
utilize the Website Contract to obtain from Website any applicable services Local Government
requires relating to Publications and shall pay Website directly for all such services provided in
connection with Publications. Additionally, Local Government shall be solely responsible for
payment of any and all mailing costs or other costs associated with the Publications or otherwise
incurred relating to the Publications pursuant to Chapter 50, Florida Statutes,including without
limitation Section 50.0311[6), Florida Statutes. County shall not be responsible for any fees or
costs associated with_ (a) use of the Website by Local Government; (b) any Publication; or
(c)compliance with Chapter 50,Florida Statutes.Local Government recognizes and agrees that if
Local Government fails to timely pay Website,Website may terminate Local Government's access
to the Website,and County shall have no liability to Local Government for such termination or
lack of access.
& Sovereign Immunity.Except to the extent sovereign immunity may be deemed waived by
entering into this Participation Agreement, nothing herein is intended to serve as a waiver of
sovereign immunity by either Party nor shall anything included herein be construed as consent
by either Party to be sued by a third party in any matter arising out of this Participation
Agreement.
Form Participation Agreement for Website Publications Page 33 of 41
Page 694 of 702
Agenda Item #29.
9. Indemnification. Local Government shall indemnify and hold harmless County and all of
County's current, past, and future officers, agents, and employees (collectively, "Indemnified
Party") from and against any and all causes of action, demands,claims, losses, liabilities, and
expenditures of any kind,including attarneys'fees,court costs,and expenses,including through
the conclusion of any appellate proceedings, raised or asserted by any person or entity not a
partyto this Participation Agreement,and caused or alleged to be caused,in whole or in part,by
any breach of this Participation Agreement by Local Government,or any intentional,reckless,or
negligent act or omission of Local Government,its officers, employees, or agents,arising from,
relating to,or in connection with this Participation Agreement or any Publication.The obligations
of this section shall survive the expiration or earlier termination of this Participation Agreement.
10, Termination. Either Party may terminate this Participation Agreement without cause
upon at least ninety (90) days' prior written notice to the other Party. This Participation
Agreement may also be terminated for cause by the aggrieved Party if the Party in breach has
not corrected the breach within thirty 130)days after receipt ofwritten notice from the aggrieved
Party identifying the breach.In addition,if the publication of electronic notices is determined to
be illegal by a court of competent jurisdiction,or if the Florida Legislature modifies Florida law to
prohibit utilization of County's designated publicly accessible website for Publications, this
Participation Agreement will be deemed automatically terminated upon such finding becoming
final or such law becoming effective,as applicable.
11. Notices.In order for a notice to a Party to be effective under this Participation Agreement,
notice must be sent via U.S.first-class mail,with a contemporaneous copy sent via e-mail,to the
addresses listed below and shall be effective upon mailing.The addresses for notice shall remain
as set forth herein unless and until changed by providing notice of such change In accordance
with the provisions of this section.
FOR COUNTY:
Palm Beach County Purchasing Department
Attn:Purchasing Director
50 South MilitaryTrail
West Palm Beach,Florida 3341S
FOR LOCAL GOVERNMENT:
Board of County Commissioners,
Palen Beach County
Information Systems Services
Attn:Chief Information Officer
301 North Olive Avenue,811 Floor
West Palm Beach,Florida 33401
12, Prior Agreements. This Participation Agreement represents the final and complete
understanding of the Parties regarding the subject matter of this Participation Agreement and
supersedes all prior and contemporaneous negotiations and discussions regarding same. All
Form Participation Agreement for Website Publications Page 34 of 41
Page 695 of 702
Agenda Item #29.
commitments,agreements,and understandings of the Parties concerningthe subject matter of
this Participation Agreement are contained herein.
13, AssiznmenE. Neither this Participation Agreement nor any term or provision hereof or
right hereunder shall be assignable by either Party without the prior written consent of the other
Party.
14- Interpretation.The headings contained in this Participation Agreement are for reference
purposes only and shall not in any way affect the meaning or interpretation of this Participation
Agreement_All personal pronouns used in this Participation Agreement shall include any other
gender, and the singular shall include the plural,and vice versa, unless the context otherwise
requires.Terms such as"herein"referto this Participation Agreement as a whole and not to any
particular sentence, paragraph, or section where they appear, unless the context otherwise
requires.Whenever reference is made to a section or article of this Participation Agreement,such
reference is to the section or article as a whole,including all of the subsections of such section,
unless the reference is made to a particular subsection or subparagraph of such section or article.
1S. Ihird-Party Beneficiaries, Neither Local Government nor County intends to directly or
substantially benefit a third party by this Participation Agreement. Therefore, the Parties
acknowledge that there are no third-party beneficiaries to this Participation Agreement and that
no third party shall be entitled to assert a right or claim against either of them based upon this
Participation Agreement.
16, Law, Jurisdiction, Venue, Waiver of Jury Trial. This Participation Agreement shall be
interpreted and construed in accordance with and governed by the laws of the State of Florida,
The exclusive venue for any lawsuit arising from, related to, or in connection with this
Participation Agreement shall be in the state courts of the Fifteenth Judicial Circuit in and for Palm
Beach County,Florida.Efany claim arisingfrom,related to,or in connection with this Participation
Agreement must be litigated in federal court,the exclusive venue for any such lawsuit shall be in
the United States District Court,or the United States Bankruptcy Court,for the Southern District
of Florida.EACH PARTY EXPRESSLY WAIVES ANY RIGHTS IT MAY HAVE TO A TRIAL BY JURY OF
ANY CIVIL LITIGATION RELATED TO THIS PARTICIPATION AGREEMENT.
17. Amendments. No modification, amendment, or alteration in the terms or conditions
contained herein shall be effective unless contained in a written document prepared with the
same or similar formality as this Participation Agreement and executed on behalf of County and
Local Government,respectively,by persons authorized to execute same on their behalf.
13. Representation of Authority. Each individual executing this Participation Agreement on
behalf of a Party represents and warrants that they are,an the date they sign this Participation
Agreement,duly authorized by all necessary and appropriate action to execute this Participation
Agreement on behalf of such Party and that they do so with full legal authority.
Form Participation Agreement For Website Publications Page 35 of 41
Page 696 of 702
Agenda Item #29.
19. Counterparts and Multiple Originals, This Participation Agreement may be executed in
multiple originals, and may be executed in counterparts, whether signed physically or
electronically,each of which shall be deemed to be an original,but all of which,taken together,
shah constitute one and the same Participation Agreement.
20. Materiality and Waiver or Breach.Each requirement,duty,and obligation set forth herein
was bargained for at arm's-length. Each requirement, duty, and obligation set forth herein is
substantial and important to the formation of this Participation Agreement, and each is,
therefore, a material term. Any Party's failure to enforce any provision of this Participation
Agreement shall not be deemed a waiver of such provision or modification of this Participation
Agreement. A waiver of any breach of a provision of this Participation Agreement shall not he
deemed a waiver of any subsequent breach and shall not be construed to be a modification of
the terms of this Participation Agreement.
21, Cumoliance_with-Laws.Each Party shall comply with all applicable federal,state,and local
laws, codes, ordinances, rules, and regulations in performing its duties, responsibilities, and
obligations pursuant to this Participation Agreement.
(Remainder of this page intentionally left blank.)
Form Participation Agreementfor Website Publications Page 36 of 41
Page 697 of 702
Agenda Item #29.
IN WITNESS WHEREOF,the Parties heretohave made and executed this Participation Agreement:
PALM BEACH COUNTY through its BOARD OF COUNTY COMMISSIONERS,signing by and through
its County Administrator, authorized to execute same by Board action on the of
,2023, and LocaI Government, signing by and
through its
duly authorized to execute same.
COUNTY
PALM BEACH COUNTY,by and
through its Hoard of County Commissioners
By;
Purchasing Director
_day of 20_
Approved as to form by
Palm Beach County
Attorney
301 North Olive Avenue,Suite 601
West Palm Beach,Florida 33401
561.355.2225
By��� ____
Anne Helfant {Date}
Senior Assistant County Attorney
By
Archie SatchOl (Date)
Chief Information Officer
SRW
Notice Website Form Participation Agreement
Farm Participation Agreement for Website Publications Page 37 of 41
Page 698 of 702
Agenda Item #29.
FORM PARTICIPATION AGREEMENT FOR PUBLICATION OF LEGAL NOTICES
ON COUNTY DESIGNATED PUBLICLY ACCESSIBLE WEBSITE
LOCAL GOVERNMENT
LOCAL GOVERNMENT NAME
By:
Purchasing 6irpclnr
Print Name
.______day of 20_
1 HEREBY CERTIFY that I have approved this
Participation Agreement as to form and legal
sufficiency subject to execution by the
Parties;
County Attorney
Form Participation Agreement for Website Publications Page 38 of 41
Page 699 of 702
Agenda Item #29.
Exhibit F
ETS Security Requirements—Low Risk
Solicitation Title: CivicOptimize Publicly Access Website Designation
definitions.
"Equipment"means the hardware being provided by CivicPlus,LLC,under the Agreement.
"Software" means software provided or licensed by Civici'lus, LLC, pursuant to the
Agreement or an Order,including software-as-a-service("SaaS")products.
'CivicPlus, LLC, Platform" means the web-based platform on which CivicPlus, LLE,
provides any SaaS or hosting Services under the Agreement or an Order, including any
system or other solution that stores,hosts,or transmits Cnunty or Governmental Agency
data.
All other capitalized terms not expressly defined within this exhibit shall retain the
meaning ascribed to such terms in the Agreement(and if not so defined,then the plain
language meaning appropriate to the context in which it is used).
Software Installed in County's Network. To the extent CivlcPlus, LLC, provides any
Software to be installed in County's network,CivicNus,LLC,must:
(a) advise County of all versions of any third-party software (e.g., Java, Adobe
Reader/Flash, Silverlight) to be installed and support updates for critical
vulnerabilities discovered in applicable third-party or open source software;
(b) ensure that the Software is developed based on industry standards and best
practices,including following secure programming techniques and incorporating
security throughout the Software-development life cycle;
(c) develop and maintain the Software to operate on County-supported and
approved operating systems and firmware versions;
(d) mitigate critical or high risk vulnerabilities(as defined by Common Vulnerability
and Exposures(CVE)scoring system)to the Software or CivicPlus, LLC, platform
within 30 days after patch release,notifying County of proposed mitigation steps
to be taken and timeline for resolution if CivicPlus,LLC,is unable to apply a patch
to remedy the vulnerability;
(e) ensure the Software provides for role-based access controls and runs with least
privilege access,enables and-ting by default for any privileged access or changes,
and supports electronic delivery of digitally signed upgrades from CivicPlus,LLC,'s
or the third-party licensor's Website;
(f) ensure the Software is not within three (3) years from its end of life date and
provide County with end-of-life-schedules for all applicable Software;
(g) support encryption using at a minimum Advanced Encryption Standard 256-bit
encryption keys("AES-256")or current industry security standards,whichever is
higher,for confidential data at rest and use transport layer security(TLS)1.2 or
Form Participation Agreement for Website Publications Page 39 of 41
Page 700 of 702
Agenda Item #29.
current industry standards,whichever is higher,for data in motion;and
{h) upon request by County or Governmental Agency, provide an attestation letter
identifying date of the most recent security vulnerability testing performed and
any vulnerabilities identified and mitigated (must be dated within six(fii)months
after any major release).
Equipment Leased or Purchased from Contractor. To the extent CivicPlus, LLC, is the
Original Equipment Manufacturer(OEM)or an authorized resefler for the OEM for any
Equipment provided under this Agreement or an Order, CivicPlus,LLC,must:
(a) ensure that physical security features to prevent tampering are included in any
Equipment provided to County or Governmental Agency and ensure, at a
minimum, industry-standard security measures are followed during the
manufacture of the Equipment;
(b) ensure any Equipment provided does not contain any embedded remote-control
features unless approved in writing by County's Contract Administrator or
Governmental Agency's Contract Manager,as applicable,and disclose any default
accounts or backdoors that exist for access to County or Governmental Agencvs
network;
(c) shall supply a patch, firmware update, or workaround approved in writing by
County's Contract Administrator or Governmental Agency's Contract Manager,as
applicable, within thirty (30) days after identification of a new critical or high
security vulnerability and notify County or Governmental Agency of proposed
mitigation steps taken;
(d) develop and maintain Equipment to interface with County-supported or
Governmental Agency-supported and approved operating systems and firmware
versions;
(e) upon request by County or Governmental Agency, make available any required
certifications as may be applicable per compliance and regulatory requirements
fe-g.,Common Criteria,Federal Information Processing Standard 140);
If) ensure the Equipment is not within three(3)years From its end-of-llte date at the
time of delivery and provide County with end-of-life-schedules for all applicable
Equipment;
(g) (for OEMs only) support electronic delivery of digitally signed upgrades of any
applicable Equipment firmware from CivicPlus, LLC,'s or the original Equipment
manufacturer's website;and
(h) (for OEMs only) upon request by County or Governmental Agency, provide an
attestation letter identifying date of the most recent security vulnerability testing
performed and any vulnerabilities identified and mitigated{must be dated within
six{6)months after any major release).
SaaS or Hostiin Services. CivicPlus, LLC, must use reasonable efforts to immediately
.............
notify County and the applicable Governmental Agency of any information security
Breach or unauthorized access ormodification of County or Governmental Agency data.
Form Participation Agreement for Website Publications Page 40 of 41
Page 701 of 702
Agenda Item #29.
Exhibit G
Form Proof of Publication
STATE of FLORIDA
COUNTY OF PALM BEACH
Before the undersigned authority personally appeared(name),who on oath states that he or she
is of Palm Beach County, Florida; that the attached copy of advertisement being a (insert
description) in the matter of (insert caption} in the (insert court) Court,was published on the
publicly accessible website of Palm Beach County,Florida,or in a newspaper by print in the issues
of(insert info)on(insert date).
Affiant further says that the website or newspaper complies with all legal requirements for
publication in Chapter 50, Florida Statutes.
Sworn to and subscribed before me by means of o physical presence or o online notarization,
this____day of ,202_
(SEAL)
Notary Public,State of Florida
Commission Expires'
(date or opplystamp)
Personally Known
OR
Produced Identification
Type of Identification Produced;
T;;i:OF FLOMCA,C:1w:l1i'ii'r'!�fi PALivi BEACH
c:_:ftifr lhi_ ca!: ''SF t )ty (cap,;
Qf 11)[:rr;a iilcU in E�'}'Cr a €rr
C}�P 1 1 rr
dal -
l;y�%✓J De:r6� ;;r,ll�Ct tlt@is)F. r C2'
Form Participation Agfeement for Website Publications Page 41 of 41
Page 702 of 702