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HomeMy WebLinkAboutCivicPlus, LLC (Municode) Statement of Work - Annual Recurring Supplement Services - 2024 07 29.pdf CivicPlus 302 South 4th St.Suite 500 Quote#: Q-73750-1 Manhattan,KS 66502 Date: 4/16/2024 8:12 AM us Customer: WINTER SPRINGS, FLORIDA Product Name DESCRIPTION QTY TOTAL Printed Copies and Freight Included — Printed Copies and Freight Included—up 15.00 USD 0.00 up to [#] copies to [15] copies Color Printing Included Color Graphics Charge 1.00 USD 0.00 Full-Service Supplementation Full-Service Supplementation Subscription 1.00 USD 2,865.00 Subscription Code and Supp Year 1 Annual Fee Year 1 Admin fee proration $37.50 1.00 USD -37.50 Discount Semi-Annual Print Supplementation Print Supplementation will begin with the 1.00 USD 0.00 Service Included ordinances received from the municipality on a semi-annual basis. Custom Online Code Hosting Online Code Hosting Subscription 1.00 USD 660.00 Custom OrdBank Subscription OrdBank Subscription 1.00 USD 525.00 Annual Recurring Supplement Services - Initial Term T USD 4,012.50 Annual Recurring Supplement Services- (Subject to Uplift) I USD 4,050.00 1. This Statement of Work("SOW') is between City of Winter Springs ("Customer")and CivicPlus, LLC ("CivicPlus"), the acquirer and sole owner of Municode, LLC f/k/a Municipal Code Corporation, and incorporates and is subject to the terms and conditions located at Addendum 1 attached to this SOW. 2. This SOW shall begin on 10/1/2024 ("Effective Date")and all the services provided to Customer listed in the above line items (the"Services")shall align to renew annually on each anniversary of the Effective Date ("Renewal Date"). Unless terminated, Customer shall be invoiced for the Annual Recurring Services on each Renewal Date of each calendar year subject to 5% annual increase. Customer will pay all invoices within 30 days of the date of such invoice. V.PD 06.01.2015-0048 Page 1 of 4 Acceptance By signing below, the parties are agreeing to be bound by the covenants and obligations specified in this SOW. For CivicPlus Billing Information, please visit https://www.civicplus.com/verify/. IN WITNESS WHEREOF, the parties have caused this SOW to be executed by their duly authorized representatives as of the dates below. Client CivicPlus By: By: Printed Name: Printed Name: 0�riS fl Arl , Gnw� Amy Vikander Title: Title: C Senior Vice President of Customer Success Date: Date: 07 /24 h0711 7/25/2024 V.PD 06.01.2015-0048 Page 2 of 4 Addendum 1 This agreement ("Agreement") is explicitly agreed to by the 4. Term and Termination. This Agreement shall remain in full force Customer listed on the Statement of Work. All terms used in this and effect for an initial period of one year commencing on the Agreement that are not otherwise defined shall have the definition Effective Date ("Initial Term"), at the end of the Initial Term, this ascribed to it in the Statement of Work. Agreement shall automatically renew for additional one-year terms (each a "Renewal Term"). If either Party does not intend to renew 1. Scope of Services. The Services provided to Customer under this Agreement, they shall provide sixty days prior notice to the end his Agreement are set forth in the CivicPlus Statement of Work of the then-current term. Either party may terminate this Agreement signed by the parties (the "SOW"). Customer may purchase for cause in the event the other party materially breaches any term additional services for additional cost at any time upon mutual of this Agreement and does not substantially cure such breach written consent of the Parties, including but not limited to updating within thirty days after receiving notice of such breach. A delinquent he frequency of Supplement updates, additional labor required Customer account remaining past due for longer than 90 days because of delays, errors or omissions on the part of Customer, is a material breach by Customer and is grounds for CivicPlus termination. 2. Limitations of Services. Annual Recurring Supplement Service does NOT include: 5. Compensation. Unless otherwise stated in an SOW signed by he Customer, the Customer shall pay CivicPlus for the Services • Additional copies, reprints, binders, and tab orders; annually at the start of each Renewal Term, within 30 days of the • Documents drafted in InDesign or that contain form-based code date an invoice is sent. requirements, are subject to additional editorial fees; • Documents that contain: multiple tables, graphics, unique 6. Integration. This Agreement sets forth the entire agreement formatting requirements, or any other form-based code between and among the parties with respect to the Services. This requirements; Agreement supersedes all prior written or oral agreements between • Legal work, creation of fee schedules, gender-neutral review/ the parties or their predecessors-in-interest with respect to all or implementation, external linking; any part of the subject matter hereof. • Codifying complete replacement of complex subject matter such as, but not limited to, Zoning (or equivalent). This work is subject to 7. Limitation of Liability. CivicPlus' liability arising out of or related a one-time editorial conversion fee and an increase in the annual to this Agreement, or any associated SOW, will not exceed five supplement rate and online hosting fee(s). Quote provided upon times the amounts paid by Customer for the Services in the year receipt of material; prior to such claim of liability. In no event will CivicPlus be liable • Codifying a newly adopted full Chapter/Title/Appendix. This may to Customer for any consequential, indirect, special, incidental, be subject to a one-time additional editorial fee and an increase in or punitive damages arising out of or related to this Agreement. he annual supplement rate and online hosting fee(s). Material to If applicable law limits the application of the provisions of this be reviewed upon receipt; Limitation of Liability section, CivicPlus' liability will be limited to the • Codifying a newly adopted term change legislation. This may maximum extent permissible. be subject to a one-time additional editorial fee. Material to be reviewed upon receipt; 8. Ownership. Customer shall own all right, title, and interest in and • Adding entirely new material such as but not limited to new to the code created under this Agreement. Customer is responsible Zoning chapters will be covered in your current annual cost. for providing all necessary and correct documentation, materials However, the addition will lead to an increase in your annual cost and communication in a timely manner in order to enable CivicPlus upon your next renewal. We will work with you to provide a revised to perform the Services and acknowledges CivicPlus cannot begin annual cost. performance of the Services until all necessary documentation, • The addition of Manuals, Policies, Procedures, Comprehensive materials and communication is received. Plans, Land Use, Unified Codes, Zoning (or equivalent). Quotation upon request; and 9. Customer acknowledges that any legal analysis provided by • Online Code hosting and online features, this is listed CivicPlus is provided to Customer for their use and direction. separately. However, Customer agrees the Services provided for herein do not review legal codes for legal sufficiency, draw legal conclusions, For services outside the scope of the Annual Recurring provide legal advice, opinions or recommendations about Supplement Services, a per page rate of $23 will be applied. Customer's legal rights, remedies, defenses, options, selection of forms, or strategies, or apply the law to the facts of any particular 3. Each document for processing should be its own individual situation or establish an attorney-Customer relationship. CivicPlus file, named by its ordinance number. Customer should send in all is not a law firm and may not perform services performed by an documents to CivicPlus as MS WORD versions or a convertible attorney, and the Services contemplated herein do not constitute a PDF version. substitute for the advice or services of an attorney. 10. In the event either party is unable to perform its obligations under the terms of this Agreement because of acts of God, strikes, damage or other causes reasonably beyond its control, such party shall not be liable for damages to the other for any damages resulting from such failure to perform or otherwise from such causes. V. PD 06.01.2015-0048 Page 3 of 4 ATTACHED59-1026364 0000016 03/15/22 DR-14 Consumer's Certificate of Exemption R.01/18 Issued Pursuant to Chapter 212,Florida Statutes FLORIDA 85-8012529604C-0 04/30/2022 04/30/2027 MUNICIPAL GOVERNMENT Certificate Number Effective Date Expiration Date Exemption Category This certifies that CITY OF WINTER SPRINGS 1126 E STATE ROAD 434 WINTER SPRINGS FL 32708-2715 is exempt from the payment of Florida sales and use tax on real property rented,transient rental property rented,tangible personal property purchased or rented, or services purchased. DR-14 Important Information for Exempt Organizations R.01/18 FLORIDA 1. You must provide all vendors and suppliers with an exemption certificate before making tax-exempt purchases. See Rule 12A-1.038, Florida Administrative Code(F.A.C.). 2. Your Consumer's Certificate of Exemption is to be used solely by your organization for your organization's customary nonprofit activities. 3. Purchases made by an individual on behalf of the organization are taxable, even if the individual will be reimbursed by the organization. 4. This exemption applies only to purchases your organization makes. The sale or lease to others of tangible personal property,sleeping accommodations, or other real property is taxable. Your organization must register, and collect and remit sales and use tax on such taxable transactions. Note: Churches are exempt from this requirement except when they are the lessor of real property(Rule 12A-1.070, F.A.C.). 5. It is a criminal offense to fraudulently present this certificate to evade the payment of sales tax. Under no circumstances should this certificate be used for the personal benefit of any individual. Violators will be liable for payment of the sales tax plus a penalty of 200% of the tax, and may be subject to conviction of a third-degree felony. Any violation will require the revocation of this certificate. 6. If you have questions about your exemption certificate, please call Taxpayer Services at 850-488-6800. The mailing address is PO Box 6480,Tallahassee, FL 32314-6480.