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HomeMy WebLinkAboutAgreement_General_11/9/2023_Palm Beach County (2) Exhibit E Form Participation Agreement for Publication of Legal Notices on 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 the Village of Teguesta, 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. 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. 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 ("Website") as County's publicly accessible website for publication of notices and advertisements ("Publications"). Now,therefore,for good and valuable consideration,the receipt 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 new designation 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 1 1 Local Government for Publications pursuant to Section 50.0311, 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 2 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. 5. 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 published 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. 8. 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 12 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 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 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 (30) days after receipt of written 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 33415 FOR LOCAL GOVERNMENT: Board of County Commissioners, Palm Beach County Information Systems Services Attn: Chief Information Officer 301 North Olive Avenue,8th Floor West Palm Beach, Florida 33401 Form Participation Agreement for Website Publications Page 3 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 commitments,agreements, and understandings of the Parties concerning the subject matter of this Participation Agreement are contained herein. 13. Assignment. 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" refer to 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. 15. Third-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. If any claim arising from, 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 Form Participation Agreement for Website Publications Page 14 County and Local Government, respectively, by persons authorized to execute same on their behalf. 18. Representation of Authority. Each individual executing this Participation Agreement on behalf of a Party represents and warrants that they are, on 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. 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, shall 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 be deemed a waiver of any subsequent breach and shall not be construed to be a modification of the terms of this Participation Agreement. 21. Compliance 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 Agreement for Website Publications Page 15 IN WITNESS WHEREOF, the Parties hereto have 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 local Government, signing by and through its duly authorized to execute same. COUNTY PALM BEACH COUNTY, by and Through its Board 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 Satchell (Date) Chief Information Officer SRW Notice Website Form Participation Agreement Form Participation Agreement for Website Publications Page 6 FORM PARTICIPATION AGREEMENT FOR PUBLICATION OF LEGAL NOTES ON COUNTY DESIGNED PUBLICLY ACESSIBLE WESSITE LOCAL GOVERNMENT LOCAL GOVERNMENT NAME t V ILLA-4CL-Ac TEQup 17f By Mayor '�1 n l lu v1vl,�Q Print Name day of `/Yl ✓ , 20 I HEARBY CERTIFY that I have approved this Participation Agreement as to form and legal Sufficiency subject to execution by the Parties: Attorney Form Participation Agreement for Website Publications Page 7 Exhibit F ETS Security Requirements—Low Risk Solicitation Title: CivicOptimize Publicly Access Website Designation Definitions. "Equipment"means the hardware being provided by Civic Plus, LLC, under the Agreement. "Software" means software provided or licensed by Civic Plus, LLC, pursuant to the Agreement or an Order, including software-as-a-service("SaaS") products. "Civic Plus, LLC, Platform" means the web-based platform on which Civic Plus, LLC, provides any SaaS or hosting Services under the Agreement or an Order, including any system or other solution that stores, hosts,or transmits County 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 Countv's Network. To the extent Civic Plus, LLC, provides any Software to be installed in County's network, Civic Plus, 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 Civic Plus, LLC, platform within 30 days after patch release, notifying County of proposed mitigation steps to be taken and timeline for resolution if Civic Plus, 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 auditing by default for any privileged access or changes, and supports electronic delivery of digitally signed upgrades from Civic Plus, 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 18 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(6) months after any major release). Equipment Leased or Purchased from Contractor. To the extent Civic Plus, LLC, is the Original Equipment Manufacturer (OEM) or an authorized reseller for the OEM for any Equipment provided under this Agreement or an Order, Civic Plus, 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 Agency's 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 (e.g., Common Criteria, Federal Information Processing Standard 140); (f) ensure the Equipment is not within three (3)years from its end-of-life 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 Civic Plus, 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 Hosting Services. Civic Plus, LLC, must use reasonable efforts to immediately notify County and the applicable Governmental Agency of any information security breach or unauthorized access or modification of County or Governmental Agency data. Form Participation Agreement for Website Publications Page 19 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 ci online notarization,this day of 202_. (SEAL) Notary Public, State of Florida Commission Expires: (date or apply stamp) Personally Known OR Produced Identification Type of Identification Produced: Form Participation Agreement for Website Publications Page 110