HomeMy WebLinkAboutRes 2023-109 Participation Agreement with Palm Beach County for Publication of Legal NoticesRESOLUTION 2023-109
A RESOLUTION OF THE VILLAGE COUNCIL OF THE VILLAGE OF NORTH
PALM BEACH, FLORIDA, APPROVING A PARTICIPATION AGREEMENT
WITH PALM BEACH COUNTY FOR PUBLICATION OF LEGAL NOTICES ON
THE COUNTY DESIGNATED PUBLICLY ACCESSIBLE WEBSITE AND
AUTHORIZING THE VILLAGE MANAGER AND VILLAGE CLERK TO
EXECUTE ALL DOCUMENTS REQUIRED FOR SUCH PARTICIPATION;
REVISING THE VILLAGE'S PURCHASING POLICIES AND PROCEDURES TO
ALLOW FOR PUBLICATION ON THE WEBSITE; PROVIDING FOR
CONFLICTS; AND PROVIDING FOR AN EFFECTIVE DATE.
WHEREAS, the Village received notification from Palm Beach County of its Agreement with
CivicPlus, LLC for a County -designated publicly accessible website for publication of legal notices
that the Village is eligible to utilize; and
WHEREAS, the Village's participation requires the execution of a Participation Agreement with
Palm Beach County, the agency responsible for administering the funds and ensuring compliance
with all legal requirements; and
WHEREAS, the Village wishes to revise its Purchasing Policies and Procedures to allow publication
of required notices on the website in lieu of newspaper publication; and
WHEREAS, the Village Council determines that the adoption of this Resolution is in the best interests
of the Village and its residents.
NOW, THEREFORE, BE IT RESOLVED BY THE VILLAGE COUNCIL OF THE VILLAGE OF
NORTH PALM BEACH, FLORIDA, as follows:
Section 1. The foregoing recitals are hereby ratified as true and incorporated herein.
Section 2. The Village Council hereby approves the Participation Agreement with Palm Beach
County for Publication of Legal Notices on County Designated Publicly Accessible Website, a copy
of which is attached hereto and incorporated herein by reference. The Village Council authorizes the
Village Manager and Village Clerk to execute all documents necessary to effectuate publication of
legal notices on the County -designated website.
Section 3. The Village Council hereby amends the Village's purchasing policies and procedures,
as set forth the Accounting Policies & Procedures Manual for Internal Controls, to allow publication
on the County -designated website in lieu of publication in a newspaper of general circulation.
Section 4. All resolutions or parts of resolutions in conflict with this Resolution are hereby
repealed to the extent of such conflict.
( Section 5. This Resolution shall become effective immediately upon adoption.
PASSED AND ADOPTED THIS 14TH DAY OF DECEMBER, 2023.
ATTEST:
0 VILLAGE CLERK
R2023 1269 SEP122023
AGREEMENT BETWEEN PALM BEACH COUNTY AND CIVICPLUS, LLC, FOR COUNTY
DESIGNATED PUBLICLY ACCESSIBLE WEBSITE 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 liability company ("Contractor") (each a "Party" and
collectively referred to as the "Parties").
RECITALS
A. During the 2022 legislative session, the Florida tegisfature 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. Pursuant to Section 50,0311, Florida Statutes, County has designated CivicPlus,
LI.C, 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 valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the Parties agree as follows:
ARTICLE 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.
1,3. 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.
1.8. Services means all work required of CivicPlus, LLC, under this Agreement, including
without limitation all deliverables, consulting, training, project management, other services
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specified in the Scope of Services attached as Exhibit A, and any Services
Agreement pursuant to an Order.
1.9. Subcontractor means an entity or individual providing Services
CivicPlus, LLC. The term "Subcontractor" includes all subconsultants.
Exhibit A
Exhibit B
Exhibit C
Exhibit D
Exhibit E
Exhibit F
Exhibit G
ARTICLE 2- EXHIBITS
Scope of Services
Rates
Minimum Insurance Coverages
Order Form
Form Participation Agreement
ETS Security Requirements
Form Proof of Publication
procured under this
to County through
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 laws, 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 Orderine Services. A Governmental Agency may select the type, amount, and
timing of Services pursuant to an order I"Order") in substantially the form attached as Exhibit D
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 arty 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.
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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.
CivicPius, 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 CivicPlus, LL.C, 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 Tenn 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 (301 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.
ARTICLE 5. RATES AND COMPENSATION
51 Rates. The rates for the Services to be provided to Governmental Agencies pursuant
to executed Orders under this Agreement are set forth in Exhibit B (Rates).
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5.2. Method of Billing and Payment. Payment shall be made by the Governmental Agency
issuing the Order, and only for Services actually purchased pursuant to that Order, which amount
shall be accepted by CivicPlus, LLC, as full compensation for all such Services.
5.2.1. Unless otherwise stated in Exhibit B, CivicPlus, 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 identify the 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
retainage and pay same 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 CivicPlus, 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 arnount(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
CivicPlus, LLC, in obtaining payment from a Governmental Agency procuring Services
from CivicPlus, LLC, pursuant to this Agreement.
5.3. Reimbursable Expenses. CivicPlus, LLC, shall not be reimbursed for any expenses it incurs
unless expressly provided for in this Agreement,
5.4. Subcontractors. CivicPlus, LLC, shall invoice Subcontractor fees only in the actual amount
paid by CivicPlus, LLC„ without markup or other adjustment.
5.5. Overcharges. 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. REPRESENTATIONS AND WARRANTIES
6.1. Representation of Authority. CivicPlus, LLC, represents and warrants that this Agreement
constitutes the legal, 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 arty third party or violates Applicable Law. CivicPlus, LLC, further
represents and warrants that execution of this Agreement is within CivicPlus, LLC,'s legal powers,
and each
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individual executing this Agreement on behalf of CivicPlus, LLC, is duly authorized by all
necessary and appropriate action todo so on behalf of CivicPlus, LLC, and does so with full legal
authority.
6.2. Solicitation Representations. CivicPlus, LLC, represents and warrants that all statements
and representations made in CivicPlus, 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. Contingency Fee. CivicPlus, LLC, represents that it has not paid or agreed to pay any
person or entity, other than a bona fide employee working solely for CivicPlus, LLC, any fee,
commission, 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 CivicPlus, LLC, during the negotiation
of this Agreement, are accurate, complete, and current as of the date ClvicPlus, 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 287.133, Florida Statutes, and that it has not been formally charged with
committing an act defined asa "public entity crime" regardless of the amount of money involved
or whether CivicPlus, LLC, has been placed on the convicted vendor list.
6.6. Discriminatory 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 215.4725, 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,
CivicPlus Publicly Accessible Website Agreement Page 5 of 41
(b)materially and 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.
6.8. Verification of Emplovmenl Eligibility. CivicPius, LLC, represents that CivicPlus, LLC, and
each Subcontractor have registered with and use the E-Verify .system maintained by the United
States Department of 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 CivicPlus, 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. CivicPius, LLC, represents and warrants that it possesses the
knowledge, skill, experience, and financial capability required to perform and provide ail 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.
CivicPlus, 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 Equipment, CivicPlus, LLC, represents and certifies that
CivicPius, LLC, 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 48 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. CivicPlus, LLC, acknowledges that County is materially relying
on the representations, warranties, and certifications of CivicPlus, LLC, stated in this article, and
County shalt 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
CivicPlus, LLC, the full amount of any damage incurred; and (d) debarment of CivicPlus, LLC.
ARTICLE 7. INDEMNIFICATION
CivicPlus, LLC, shall indemnify, hold harmless, and defend County, each Governmental Agency,
and all of County's and each Governmental Agency's current, past, and future officers, agents,
and employees (collectively, "Indemnified Party") from and against any and all third -party causes
of action, demands, claims, tosses, 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, l.l.C, or any
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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 Terrn, CivicPius, 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.
CivicPius, 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 (30J
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 lapse 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
modification, 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 required coverage{sj.
8.5. All required insurance policies must be placed with insurers or surplus line carriers
authorized to conduct business in the State of Flonda with an A.M. Best rating of A- or better and
a financial size category class VII or greater, unless otherwise approved by County's Risk
Management Division in writing.
8.6. 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 requited 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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9.1.CivicPIus,LLC,shalldeclareinwritinganyself-insuredretentionsordeductiblesovertheiimit(s)prescribedinExhibitCandsubmittoCountyforapprovalatleastfifteen(15)dayspriortotheEffectiveDateorcommencementofServices.CivicPIus,LLC,shallbesolelyresponsibleforandshallpayanydeductibleorself-insuredretentionapplicabletoanyclaimagainstCounty.Countymay,atanytime,requireCivicPIus,LLC,topurchasecoveragewithalowerretentionorprovideproofofabilitytopaylossesandrelatedinvestigations,claimadministration,anddefenseexpenseswithintheretention.CivicPIus,LLC,agreesthatanydeductibleorself-insuredretentionmaybesatisfiedbyeitherthenamedinsuredorCounty,ifsoelectedbyCounty,andCivicPIus,LLC,agreestoobtainsameinendorsementstotherequiredpolicies.8.8.Unlessprohibitedbytheapplicablepolicy,CivicPIus,LLC,waivesanyrighttosubrogationthatanyofCivicPIus,LLC,'sinsurersmayacquireagainstCounty,andagreestoobtainsameinanendorsementofCivicPIus,LLC,'sinsurancepolicies.8.9.CivicPIus,LLC,shallrequirethateachSubcontractormaintainsinsurancecoveragethatadequatelycoverstheServicesprovidedbythatSubcontractoronsubstantiallythesameinsurancetermsandconditionsrequiredofCivicPIus,LLC,underthisarticle.CivicPIus,LLC,shallensurethatallsuchSubcontractorscomplywiththeserequirementsandthat“PalmBeachCounty"isnamedasanadditionalinsuredundertheSubcontractors'applicableinsurancepolicies.CivicPIus,LLC,shallnotpermitanySubcontractortoprovideServicesunlessanduntilallapplicablerequirementsofthisarticlearesatisfied.8.10.Ifany.ofthepoliciesrequiredunderthisarticleprovidedaims-madecoverage:(1)anyretroactivedatemustbepriortotheEffectiveDate;(2)therequiredcoveragemustbemaintainedafterterminationorexpirationoftheAgreementforatleastthedurationstatedinExhibitC;and(3)ifcoverageiscanceledornonrenewedandisnotreplacedwithanotherclaims-madepolicyformwitharetroactivedatepriortotheEffectiveDate,CivicPIus,LLC,mustobtainandmaintain"extendedreporting"coveragethatappliesafterterminationorexpirationoftheAgreementforatleastthedurationstatedinExhibitC.ARTICLE9.TERMINATION9.1.TerminationforCause.ThisAgreementmaybeterminatedforcausebytheaggrievedPartyifthePartyinbreachhasnotcorrectedthebreachwithinten(10)businessdaysafterreceiptofwrittennoticefromtheaggrievedPartyidentifyingthebreach.ThisAgreementmaybeterminatedforcausebyCountyforreasonsincluding,butnotlimitedto,CivicPIus,LLC,'sfailuretosuitablyorcontinuouslyperformtheServicesinamannercalculatedtomeetoraccomplishtheobjectivesinthisAgreement,orrepeatedsubmission(whethernegligentorintentional)forpaymentoffalseorincorrectbillsorinvoices.UnlessotherwisestatedinthisAgreement,terminationforcausemaybebytheCountyAdministrator,theCountyrepresentativeexpresslyauthorizedunderthisAgreement,ortheCountyrepresentative(includinganysuccessor)whoexecutedtheAgreementonbehalfofCounty.IfCountyerroneously,improperly,orunjustifiablyterminatesthisAgreementforcause,suchterminationshallbedeemedaterminationforconveniencepursuanttoSection9.2CivicPIusPubliclyAccessibleWebsiteAgreementPage8of41
effectivethirty(30)daysaftersuchnoticewasprovidedandCivicPlus,LLC,shalfbeeligibleforthecompensationprovidedinSection9.2asitssoleremedy.9.2.TerminationforConvenience;OtherTermination.ThisAgreementmayalsobeterminatedforconveniencebytheCountywithatleastthirty(30)daysadvancewrittennoticetoCivicPlus,LLC.CivicPlus,LLC,acknowledgesthatithasreceivedgood,valuable,andsufficientconsiderationforCounty'srighttoterminatethisAgreementforconvenienceincludingintheformofCounty'sobligationtoprovideadvancenoticetoCivicPlus,LLC,ofsuchterminationinaccordancewiththissection.ThisAgreementmayalsobeterminatedbytheCountyAdministratoruponsuchnoticeastheCountyAdministratordeemsappropriateunderthecircumstancesiftheCountyAdministratordeterminesthatterminationisnecessarytoprotectthepublichealth,safety,orwelfare.IfthisAgreementisterminatedbyCountypursuanttothissection,CivicPlus,LLC,shallbepaidforanyServicesperformedthroughtheterminationdatespecifiedinthewrittennoticeoftermination,andCountyshallhavenofurtherobligationtopayCivicPlus,LLC,forServicesunderthisAgreement.9.3.Noticeofterminationshallbeprovidedinaccordancewiththe"Notices"sectionofthisAgreementexceptthatnoticeofterminationbytheCountyAdministratortoprotectthepublichealth,safety,orwelfaremaybeoralnoticethatshallbepromptlyconfirmedinwriting.9.4.InadditiontoanyterminationrightsstatedinthisAgreement,Countyshallbeentitledtoseekanyandallavailablecontractualorotherremediesavailableatlaworinequity.9.5.TerminationofOrders.9.5.1.TerminationofOrdersforCause.AnOrdermaybeterminatedforcausebyCivicPlus,LLC,orbytheapplicableGovernmentalAgencyifthepartyinbreachhasnotcorrectedthebreachwithinten(10)daysafterreceiptofwrittennoticefromtheaggrievedpartyidentifyingthebreach.AnOrdermaybeterminatedforcausebyGovernmentalAgencyforreasonsincluding,butnotlimitedto,CivicPlus,LLC,'sfailuretosuitablyorcontinuouslyperformtheServicesinamannercalculatedtomeetoraccomplishtheobjectivesinanOrder,orrepeatedsubmission(whethernegligentorintentional)forpaymentoffalseorincorrectbillsorinvoices.9.5.2.TerminationofOrdersforReasonsOtherthanCause.AnOrdermayalsobeterminatedbyCivicPlus,LLC,orbytheapplicableGovernmentalAgencywithatleastsixty(60)daysadvancewrittennoticetotheotherparty.Theterminatingpartyacknowledgesthatithasreceivedgood,valuable,andsufficientconsiderationfortheotherparty'srighttoterminateanOrderforconvenienceincludingintheformoftheotherparty'sobligationtoprovideadvancenoticeofsuchterminationinaccordancewiththissection.IfanOrderisterminatedbyGovernmentalAgencypursuanttothissection,CivicPlus,LLC,shallbep,aidforanyServicesperformedthroughtheterminationdatespecifiedinthewrittennoticeoftermination,CivicPlus,LLC,willprovideaproratarefundofanyprepaidannualfeesfortheterminatedServicesthatwerenotprovided,excludinganyCivicPlusPubliclyAccessibleWebsiteAgreementPage9of41
ImplementationFeewhichisnon-refundable,andGovernmentalAgencyshallhavenofurtherobligationtopayCivicPius,LLC,forServicesunderthatOrder.9.5.3.NoticeofterminationofanOrdershallbeprovidedinaccordancewiththe"Notices"sectionofthisAgreementtotheaddresseslistedontheOrder.ARTICLE10.EQUALEMPLOYMENTOPPORTUNITY10.1.NoPartymaydiscriminateonthebasisofrace,color,sex,religion,nationalorigin,disability,age,maritalstatus,politicalaffiliation,sexualorientation,pregnancy,orgenderidentityandexpressionintheperformanceofthisAgreement.CivicPius,LLC,shallincludetheforegoingorsimilarlanguageinitscontractswithallSubcontractors,exceptthatanyprojectassistedbytheU.S.DepartmentofTransportationfundsshallcomplywiththenondiscriminationrequirementsin49C.F.R.Parts23and26.10.2.ByJanuary1ofeachyear,CivicPius,LLC,mustsubmit,andcauseeachSubcontractortosubmit,anOwnershipDisclosureForm(orsuchotherformorinformationdesignatedbyCounty),availablehttp://www.pbcgov.org/oebo,identifyingtheownershipoftheentityandindicatingwhethertheentityismajority-ownedbypersonsfittingspecifiedclassifications.ARTICLE11.MISCELLANEOUS11.1.ContractAdministratorAuthority.11.1.1.CountyContractAdministrator.TheContractAdministratorisauthorizedtocoordinateandcommunicatewithCivicPius,LLC,tomanageandsupervisetheperformanceofthisAgreement.CivicPius,LLC,acknowledgesthattheContractAdministratorhasnoauthoritytomakechangesthatwouldincrease,decrease,orotherwisemateriallymodifytheScopeofServicesexceptasexpresslysetforthinthisAgreementor,totheextentapplicable,inthePalmBeachCountyProcurementCode.UnlessexpresslystatedotherwiseinthisAgreementorotherwisesetforthintheCodeorthePalmBeachCountyAdministrativeCode,theContractAdministratormayexerciseministerialauthorityinconnectionwiththeday-to-daymanagementofthisAgreement.TheContractAdministratormayalsoapproveinwritingminormodificationstotheScopeofServicesthatdonotincreasethetotalcosttoCountyorwaiveanyrightsofCounty.11.1.2.GovernmentalAgencyContractManager.GovernmentalAgencymayappointaContractManagerthatisauthorizedtocoordinateandcommunicatewithCivicPius,LLC,tomanageandsupervisetheperformanceofitsOrder(s).CivicPius,LLC,acknowledgesthattheGovernmentalAgencyContractManagerhasnoauthoritytomodifythisAgreement,andonlyhasauthorityoverOrderjs)issuedbythatGovernmentalAgencyandnotoverOrder(s)issuedbyanyotherGovernmentalAgency.CivicPiusPubliclyAccessibleWebsiteAgreementPage10of41
11.2.PublicRecords.NotwithstandinganythingelseinthisAgreement,anyactiontakenbyCountyincompliancewith,orinagoodfaithattempttocomplywith,therequirementsofChapter119,FloridaStatutes,shallnotconstituteabreachofthisAgreement.IfCivicPIus,LLC,isactingonbehalfofCountyasstatedinSection119.0701,FloridaStatutes,CivicPIus,LLC.shall:11.2.1.KeepandmaintainpublicrecordsrequiredbyCountytoperformtheServices;11.2.2.UponrequestfromCounty,provideCountywithacopyoftherequestedrecordsorallowtherecordstobeinspectedorcopiedwithinareasonabletimeandatacostthatdoesnotexceedthatprovidedinChapter119,FloridaStatutes,orasotherwiseprovidedbyApplicableLaw;11.2.3.EnsurethatpublicrecordsthatareexemptorconfidentialandexemptfrompublicrecordrequirementsarenotdisclosedexceptasauthorizedbyApplicableLawforthedurationofthisAgreementandaftercompletionorterminationofthisAgreementiftherecordsarenottransferredtoCounty;and11.2.4.UponexpirationoftheTermorterminationofthisAgreement,transfertoCounty,atnocost,allpublicrecordsinpossessionofCivicPIus,LLC,orkeepandmaintainpublicrecordsrequiredbyCountytoperformtheservices.IfCivicPIus,LLC,transferstherecordstoCounty,CivicPIus,LLC,shalldestroyanyduplicatepublicrecordsthatareexemptorconfidentialandexempt.IfCivicPIus,LLC,keepsandmaintainsthepublicrecords,CivicPIus,LLC,shallmeetallrequirementsofApplicableLawforretainingpublicrecords.AllrecordsstoredelectronicallymustbeprovidedtoCountyuponrequestinaformatthatiscompatiblewiththeinformationtechnologysystemsofCounty.IfCivicPIus,LLC,receivesarequestforpublicrecordsregardingthisAgreementortheServices,CivicPIus,LLC,mustimmediatelynotifytheContractAdministratorinwritingandprovideallrequestedrecordstoCountytoenableCountytotimelyrespondtothepublicrecordsrequest.Countywillrespondtoallsuchpublicrecordsrequests.CivicPIus,LLC,mustseparatelysubmitandconspicuouslylabelas"RESTRICTEDMATERIAL-DONOTPRODUCE"anymaterial(a)thatCivicPIus,LLC,contendsconstitutesorcontainsitstradesecretsunderChapter688,FloridaStatutes,or(b)forwhichCivicPIus,LLC,assertsarighttowithholdfrompublicdisclosureasconfidentialorotherwiseexemptfromproductionunderFloridapublicrecordslaws(includingChapter119,FloridaStatutes)(collectively,"RestrictedMaterial").Inaddition,CivicPIus,LLC,must,simultaneouswiththesubmissionofanyRestrictedMaterial,provideaswornaffidavitfromapersonwithpersonalknowledgeattestingthattheRestrictedMaterialconstitutestradesecretsorisotherwiseexemptorconfidentialunderFloridapublicrecordslaws,includingcitingtheapplicableFloridastatuteandspecifyingthefactualbasisforeachsuchclaim.UponrequestbyCounty,CivicPIus,LLC,mustpromptlyidentifythespecificapplicablestatutorysectionthatprotectsanyparticulardocument.IfathirdpartysubmitsarequesttoCountyforrecordsdesignatedbyCivicPIus,LLC,asRestrictedMaterial,Countyshallrefrainfromdisclosingsuchmaterialunlessotherwiseorderedbyacourtofcompetentjurisdiction,authorizedinwritingbyCivicPIus,LLC,,ortheclaimedexemptioniswaived.AnyfailurebyCivicPIus,LLC,tostrictlycomplywithCivicPIusPubliclyAccessibleWebsiteAgreementPage11of41
therequirementsofthissectionshallconstituteCivicPIus,LLC,'swaiverofCounty'sobligationtotreattherecordsasRestrictedMaterial.CivicPIus,LLC,mustindemnifyanddefendCountyanditsemployeesandagentsfromanyandallclaims,causesofaction,losses,fines,penalties,damages,judgments,andliabilitiesofanykind,includingattorneys'fees,litigationexpenses,andcourtcosts,relatingtonondisclosureofRestrictedMaterialinresponsetoathird-partyrequest.IFCIVICPLUS,LLCHASQUESTIONSREGARDINGTHEAPPLICATIONOFCHAPTER119,FLORIDASTATUTES,TOCIVICPLUSLLC/SDUTYTOPROVIDEPUBLICRECORDSRELATINGTOTHISAGREEMENT,CONTACTTHEPUBLICAFFAIRSDEPARTMENTAT561-355-6680,recordsrequest@pbcgov.org,301N.OLIVEAVENUE,WESTPARMBEACHFL,33401.11.3.AuditRightsandRetentionofRecords.CountyandGovernmentalAgencyshallhavetherighttoauditthebooks,records,andaccountsofCivicPIus,LLC,andallSubcontractorsthatarerelatedtothisAgreement.CivicPIus,LLC,andallSubcontractorsshallkeepsuchbooks,records,andaccountsasmaybenecessarytorecordcompleteandcorrectentriesrelatedtothisAgreementandperformanceunderthisAgreement.Allsuchbooks,records,andaccountsshallbekeptinwrittenform,orinaformcapableofconversionintowrittenformwithinareasonabletime,anduponrequesttodoso,CivicPIus,LLC,andallSubcontractorsshallmakesameavailableinwrittenformatnocosttoCountyorGovernmentalAgency.CivicPIus,LLC,shallprovideCountyandGovernmentalAgencywithreasonableaccesstoCivicPIus,LLC’s,facilities,andCountyorGovernmentalAgencyshallbeallowedtointerviewallcurrentorformeremployeestodiscussmatterspertinenttotheperformanceofthisAgreement.CivicPIus,LLC,andallSubcontractorsshallpreserveandmakeavailable,atreasonabletimeswithinPalmBeachCounty,Florida,forexaminationandaudit,allfinancialrecords,supportingdocuments,statisticalrecords,andanyotherdocumentspertinenttothisAgreementforatleastthree(3)yearsafterexpirationorterminationofthisAgreementoruntilresolutionofanyauditfindings,whicheverislonger.ThisarticleshallsurviveanydisputeorlitigationbetweentheParties,andCivicPIus,LLC,expresslyacknowledgesandagreestobeboundbythisarticlethroughoutthecourseofanydisputeorlitigationwithCounty.AnyauditorinspectionpursuanttothissectionmaybeperformedbyanyCountyrepresentative(includinganyoutsiderepresentativeengagedbyCounty).CivicPIus,LLC,herebygrantsCountytherighttoconductsuchauditorreviewatCivicPIus,LLC,'splaceofbusiness,ifdeemedappropriatebyCounty,withseventy-two(72)hours'advancenotice.CivicPIus,LLC,shallmakeallsuchrecordsanddocumentsavailableelectronicallyincommonfileformatsorviaremoteaccessif,andtotheextent,requestedbyCounty.Anyincompleteorincorrectentryinsuchbooks,records,andaccountsshallbeabasisforCounty’sdisallowanceandrecoveryofanypaymentuponsuchentry.IfanauditorinspectioninaccordancewiththissectionrevealsoverpricingoroverchargestoCountyofanynaturebyCivicPIus,LLC,inexcessoffivepercent(5%)ofthetotalcontractbillingsreviewedbyCounty,inadditiontomakingadjustmentsfortheovercharges,CivicPIus,LLC,shallpaythereasonablecostofCounty'saudit.Anyadjustmentsorpaymentsdueasaresultofsuchauditorinspectionshallbemadewithinthirty(30)daysafterpresentationofCounty'sfindingstoCivicPIus,LLC.CivicPIusPubliclyAccessibleWebsiteAgreementPage12of41
CivicPlus,LLC,shallensurethattherequirementsofthissectionareincludedinallagreementswithallSubcontractor(s).11.4.IndependentContractor.CivicPlus,LLC,isanindependentcontractorofCounty,andnothinginthisAgreementshallconstituteorcreateapartnership,jointventure,oranyotherrelationshipbetweentheParties.InprovidingServices,neitherCivicPlus,LLC,noritsagentsshallactasofficers,employees,oragentsofCounty.CivicPlus,LLC,shallnothavetherighttobindCountytoanyobligationnotexpresslyundertakenbyCountyunderthisAgreement.11.5.RegulatoryCapacity.NotwithstandingthefactthatCountyisapoliticalsubdivisionwithcertainregulatoryauthority.County'sperformanceunderthisAgreementisasaPartytothisAgreementandnotinitsregulatorycapacity.IfCountyexercisesitsregulatoryauthority,theexerciseofsuchauthorityandtheenforcementofApplicableLawshallhaveoccurredpursuanttoCounty'sregulatoryauthorityasagovernmentalbodyseparateandapartfromthisAgreement,andshallnotbeattributableinanymannertoCountyasaPartytothisAgreement.11.6.SovereignImmunity.ExcepttotheextentsovereignimmunitymaybedeemedwaivedbyenteringintothisAgreementoranOrder,nothinghereinisintendedtoserveasawaiverofsovereignimmunitybyCountyoraGovernmentalAgencynorshallanythingincludedhereinbeconstruedasconsentbyCountyoraGovernmentalAgencytobesuedbythirdpartiesinanymatterarisingoutofthisAgreement.11.7.Third-PartyBeneficiaries.AnyGovernmentalAgencythathasexecutedaParticipationAgreementandanOrderisexpresslymadeathird-partybeneficiaryofthisAgreementwithfullpowerandauthoritytoenforcethisAgreementtothesameeffectasifithadexpresslybeenmadeapartyhereto.OtherthanaGovernmentalAgencywithanexecutedParticipationAgreementandatleastoneOrder,neitherCivicPlus,LLC,norCountyintendstodirectlyorsubstantiallybenefitathirdpartybythisAgreement.Therefore,thePartiesacknowledgethattherearenothird-partybeneficiariestothisAgreementandthatnothirdpartyshallbeentitledtoassertarightorclaimagainsteitherofthembaseduponthisAgreement.11.8.NoticeandPaymentAddress.Unlessotherwisestatedherein,fornoticetoaPartytobeeffectiveunderthisAgreement,noticemustbesentviaU.S.first-classmail,handdelivery,orcommercialovernightdelivery,eachwithacontemporaneouscopyviaemail,totheaddresseslistedbelowandshallbeeffectiveuponmailingorhanddelivery(providedthecontemporaneousemailisalsosent).PaymentsshallbemadetothenoticedaddressforCivicPlus,LLC.AddressesmaybechangedbytheapplicablePartygivingnoticeofsuchchangeinaccordancewiththissection.FORCOUNTY:SoardofCountyCommissionersPalmBeachCountyFinanceDept.P.O.Box4036WestPalmBeach,FL33402-4036Emailaddress:payablesgamypalmbeachclerk.comCivicPlusPubliclyAccessibleWebsiteAgreementPage13of41
FORCONTRACTOR:CivicPIus,LLCAttn:ContractManager3025.4,bStreet,Ste500Manhattan,KS66502Emailaddress:contracts@civicplus.com11.9.Assignment.AllSubcontractorsmustbeexpresslyidentifiedinthisAgreementorotherwiseapprovedinadvanceandinwritingbyCounty'sContractAdministrator.Exceptforapprovedsubcontracting,neitherthisAgreementnoranyrightorinterestinitmaybeassigned,transferred,subcontracted,orencumberedbyCivicPIus,LLC,withoutthepriorwrittenconsentoftheCounty.Anyassignment,transfer,encumbrance,orsubcontractinviolationofthissectionshallbevoidandineffective,constituteabreachofthisAgreement,andpermitCountytoimmediatelyterminatethisAgreement,inadditiontoanyotherremediesavailabletoCountyatlaworinequity.Thecountyreservestherighttoconditionitsapprovalofanyassignment,transfer,encumbrance,orsubcontractuponfurtherduediligenceandanadditionalfeepaidtotheCountytoreasonablycompensateitfortheperformanceofanysuchduediligence.11.10.Conflicts.NeitherCivicPIus,LLC,noritsemployeesshallhaveorholdanycontinuingorfrequentlyrecurringemploymentorcontractualrelationshipthatissubstantiallyantagonisticorincompatiblewithCivicPIus,LLC's,loyalandconscientiousexerciseofjudgmentandcarerelatedtoitsperformanceunderthisAgreement.DuringtheTerm,noneoftheCivicPIus,LLC'sofficersoremployeesshallserveasanexpertwitnessagainstCountyinanylegaloradministrativeproceedinginwhichtheyorCivicPIus,LLC,isnotapartyunlesscompelledbylegalprocess.Further,suchpersonsshallnotgivesworntestimonyorissueareportorwritingasanexpressionofsuchperson'sexpertopinionthatisadverseorprejudicialtotheinterestsoftheCountyinconnectionwithanysuchpendingorthreatenedlegaloradministrativeproceedingunlesscompelledbylegalprocess.ThelimitationsofthissectionshallnotprecludetheCivicPIus,LLC,oranypersonsinanywayfromrepresentingthemselves,includinggivingexperttestimonyinsupportofsuchrepresentationinanyactionorinanyadministrativeorlegalproceeding.IftheCivicPIus,LLC,ispermittedpursuanttothisAgreementtoutilizeSubcontractorstoperformanyServicesrequiredbythisAgreement,CivicPIus,LLC,shallrequiresuchSubcontractors,bywrittencontract,tocomplywiththeprovisionsofthissectiontothesameextentasCivicPIus,LLC.11.11.MaterialityandWaiverofBreach.Eachrequirement,duty,andobligationsetforthinthisAgreementwasbargainedforatarm's-lengthandisagreedtobytheParties.Eachrequirement,duty,andobligationsetforthinthisAgreementissubstantialandimportanttotheformationofthisAgreement,andeachis,therefore,amaterialterm.County'sfailuretoenforceanyprovisionofthisAgreementshallnotbedeemedawaiverofsuchprovisionormodificationofthisAgreement.AwaiverofanybreachshallnotbedeemedawaiverofanysubsequentbreachandshallnotbeconstruedtobeamodificationofthisAgreement.Tobeeffective,anywaivermustbeinwritingsignedbyanauthorizedsignatoryofthePartygrantingthewaiver.CivicPIusPubliclyAccessibleWebsiteAgreementPage14of41
11-12.CompliancewithLaws.CivicPlus,LLC,andtheServicesmustcomplywithallApplicableLaws,including,withoutlimitation,theAmericanswithDisabilitiesAct,42U.S.C.§12101,Section504oftheRehabilitationActof1973,andtherequirementsofanyapplicablegrantagreements.11.13.Severability.IfanypartofthisAgreementisfoundtobeunenforceablebyanycourtofcompetentjurisdiction,thatpartshallbedeemedseveredfromthisAgreement,andthebalanceofthisAgreementshallremaininfullforceandeffect.11.14.JointPreparation.ThisAgreementhasbeenjointlypreparedbytheParties,andshallnotbeconstruedmorestrictlyagainsteitherParty.11.15.interpretation.ThetitlesandheadingscontainedinthisAgreementareforreferencepurposesonlyandshallnotinanywayaffectthemeaningorinterpretationofthisAgreement.AllpersonalpronounsusedinthisAgreementshallincludeanyothergender,andthesingularshallincludetheplural,andviceversa,unlessthecontextotherwiserequires.Termssuchas"herein"refertothisAgreementasawholeandnottoanyparticularsentence,paragraph,orsectionwheretheyappear,unlessthecontextotherwiserequires.WheneverreferenceismadetoasectionorarticleofthisAgreement,suchreferenceistothesectionorarticleasawhole,includingallsubsectionsthereof,unlessthereferenceismadetoaparticularsubsectionorsubparagraphofsuchsectionorarticle.Anyreferenceto"days"meanscalendardaysunlessotherwiseexpresslystated.AnyreferencetoapprovalbyCountyshallrequireapprovalinwritingunlessotherwiseexpresslystated.11.16.PriorityofProvisions.Ifthereisaconflictorinconsistencybetweenanyterm,statement,requirement,orprovisionofanydocumentorexhibitattachedto,referencedby,orincorporatedinthisAgreement,oranyOrder,andanyprovisionwithinanarticleorsectionofthisAgreement,thearticleorsectionshallprevailandbegiveneffect.11.17.Law,Jurisdiction,Venue,WaiverofJuryTrial.ThisAgreementshallbeinterpretedandconstruedinaccordancewithandgovernedbythelawsoftheStateofFlorida.Theexclusivevenueforanylawsuitarisingfrom,relatedto,orinconnectionwiththisAgreementshallbeinthestatecourtsoftheFifteenthJudicialCircuitinandforPalmBeachCounty,Florida.Ifanyclaimarisingfrom,relatedto,orinconnectionwiththisAgreementmustbelitigatedinfederalcourt,theexclusivevenueforanysuchlawsuitshallbeintheUnitedStatesDistrictCourtorUnitedStatesBankruptcyCourtfortheSouthernDistrictofFlorida.EACHPARTYHEREBYEXPRESSLYWAIVESANYRIGHTSITMAYHAVETOATRIALBYJURYOFANYCIVILLITIGATIONRELATEDTOTHISAGREEMENT.11.18.Amendments.Unlessexpresslyauthorizedherein,nomodification,amendment,oralterationofanyportionofthisAgreementiseffectiveunlesscontainedinawrittendocumentexecutedwiththesameorsimilarformalityasthisAgreementandbydulyauthorizedrepresentativesofCountyandCivicPlus,LLC.11.19.PriorAgreements.ThisAgreementrepresentsthefinalandcompleteunderstandingofthePartiesregardingthesubjectmatterofthisAgreementandsupersedesallpriorandCivicPlusPubliclyAccessibleWebsiteAgreementPage15of41
contemporaneousnegotiationsanddiscussionsregardingsame.Allcommitments,agreements,andunderstandingsofthePartiesconcerningthesubjectmatterofthisAgreementarecontainedherein.11.20.PayableInterest.11.20.1.Paymentofinterest.UnlessprohibitedbyApplicableLaw,GovernmentalAgencyshallnotbeliableforinteresttoCivicPIus,LLC,foranyreason,whetherasprejudgmentinterestorforanyotherpurpose,andCivicPIus,LLC,waives,rejects,disclaims,andsurrendersanyandallentitlementtointerestinconnectionwithadisputeorclaimarisingfrom,relatedto,orinconnectionwiththisAgreement.11.20.2.RateofInterest.Iftheprecedingsubsectionisinapplicableorisdeterminedtobeinvalidorunenforceablebyacourtofcompetentjurisdiction,theannualrateofinterestpayablebyGovernmentalAgencyunderthisAgreement,whetherasprejudgmentinterestorforanyotherpurpose,shallbe,tothefullextentpermissibleunderApplicableLaw,onequarterofonepercent(0.25%)simpleinterest(uncompounded).11.21.IncorporationbyReference.AnyandallRecitalclausesstatedabovearetrueandcorrectandareincorporatedinthisAgreementbyreference.TheattachedExhibitsareincorporatedintoandmadeapartofthisAgreement.11.22.CounterpartsandMultipleOriginals.ThisAgreementmaybeexecutedinmultipleoriginals,andmaybeexecutedincounterparts,whethersignedphysicallyorelectronically,eachofwhichshallbedeemedtobeanoriginal,butallofwhich,takentogether,shallconstituteoneandthesameagreement.11.23.UseofCountyNameorLogo,CivicPIus,LLC,shalinotuseCounty'snameorlogoinmarketingorpublicitymaterialswithoutpriorwrittenconsentfromtheContractAdministrator.11.24.Drug-FreeWorkplace.IfrequiredunderSection21.23(f),PalmBeachCountyAdministrativeCode,orSection287.087,FloridaStatutes,CivicPIus,LLC,certifiesthatithasandwillmaintainadrug-freeworkplaceprogramthroughouttheTerm.11.25.PolystyreneFoodServiceArticles.CivicPIus,LLC,shallnotsellorprovideforuseonCountypropertyexpandedpolystyreneproductsorfoodservicearticles(e.g..Styrofoam),unencapsulatedexpandedpolystyreneproducts,orsingle-useplasticstrawsorstirrers,assetforthinmoredetailinSection27.173,PalmBeachCountyAdministrativeCode.11.26.AdditionalSecurityRequirements.CivicPIus,LLC,shallcomplywiththeETSSecurityRequirementsattachedheretoasExhibitF,whichshallbeapplicabletotheWebsiteandallServicesprovidedpursuanttoOrdersissuedunderthisAgreement.CivicPIusPubliclyAccessibleWebsiteAgreementPage16of41
11.27.PALMBEACHCOUNTYOFFICEOFTHEINSPECTORGENERALAUDITREQUIREMENTS.PursuanttoPalmBeachCountyCode,Section2-421-2-440,asamended,PalmBeachCounty'sOfficeofInspectorGeneralisauthorizedtoreviewpast,presentandproposedCOUNTYcontracts,transactions,accounts,andrecords.TheInspectorGeneral'sauthorityincludes,butisnotlimitedto,thepowertoaudit,investigate,monitor,andinspecttheactivitiesofentitiescontractingwiththeCOUNTY,oranyoneactingontheirbehalf,inordertoensurecompliancewithcontractrequirementsandtodetectcorruptionandfraud.FailuretocooperatewiththeInspectorGeneralorinterferingwithorimpedinganyinvestigationshallbeaviolationofPalmBeachCountyCode,Section2-421-2-440,andpunishedpursuanttoSection125.69,F.S.,inthesamemannerasaseconddegreemisdemeanor.11.28.CRIMINALHISTORYRECORDSCHECKORDINANCCRIMINALHISTORYRECORDSCHECKORDINANCECivicPIus,LLC,CivicPIus,LLC'semployees,subcontractorsofCivicPIus,LLCandemployeesofsubcontractorsshallcomplywithPalmBeachCountyCode,Section2-371-2-377,thePalmBeachCountyCriminalHistoryRecordsCheckOrdinance("Ordinance"),forunescortedaccesstocriticalfacilities("CriticalFacilities")orcriminaljusticeinformationfacilities("CJIFacilities”)asidentifiedinResolutionsR2013-1470andR2015-0572,asamended.CivicPIus,LLCissolelyresponsibleforthefinancial,schedule,and/orstaffingimplicationsofthisOrdinance.Further,CivicPIus,LLCacknowledgesthatitsAgreementpriceincludesanyandalldirectorindirectcostsassociatedwithcompliancewiththisOrdinance,exceptfortheapplicableFDLE/FBIfeesthatshallbepaidbytheCOUNTY.INWITNESSWHEREOF,thePartiesheretohavemadeandexecutedthisAgreement:PALMBEACHCOUNTY,throughitsBOARDOFCOUNTYCOMMISSIONERS,signingbvandthroughitsCountyMayorauthorizedtoexecutesamebyBoardactiononthedayofSEP112023,2023,andCivicPIus,LLC,signingbyandthroughitsdulyauthorizedtoexecutesame.R20231269COUNTYPALMBEACHCOUNTY,byandAnneHelfantSeniorAssistantCountyAttorneyLegalSufficiencyArchieSatchellChiefInformationOfficer(Date)TermsandConditionsCivicPIusPubliclyAccessibleWebsiteAgreementPage17of41
AGREEMENTBETWEENPALMBEACHCOUNTYANDCIVICPLUS,LLC,FORCOUNTYDESIGNATEDPUBLICLYACCESSIBLEWEBSITEFORPUBLICATIONOFLEGALNOTICESCONTRACTORCIVICPLUS,LLCBy:tlt'A।fAuthorizedSignerAmyVikander,SeniorVPofCustomerSuccessPrintNameandTitle28dayofJune2023WITNESS:By:SignaturePhillipDevinePrintNameofWitnessCivicPIusPubliclyAccessibleWebsiteAgreementPage18of41
ExhibitAScopeofServicesCivicPIus,LLC,shallprovideaWebsiteutilizingitsCivicPIusOptimizeProduct,whichshallincludethefollowing:QuantityProductNameDescriptionProductType1.00ProcessAutomationPremiumPackageProcessAutomationPremiumPackageRenewable1.00Forms&AppsForms&AppsRenewable1.00DataManagerModuleDataManagerModuleRenewable1.00OBConnectors,PAOBConnectors,PARenewable1.00Workflow&ApprovalsModuleWorkflow&ApprovalsModuleRenewable1.00ProcessAutomationCivicPIus,LLC,'steamwilldocumentprocessworkflowandworkwithGovernmentalAgenciestobuild,configure,andstyletheWebsite.One-timeCivicPIus,LLC,shallsubmitfinalWebsitedesignandlayouttoCounty'sContractAdministratorforapproval.Websiteshallnot"go-live"tothepublicorbeuseablebyGovernmentalAgenciesforpublicationofNoticesuntilCounty’sContractAdministratorhasissuedwrittenapprovalofthefinalWebsitedesignandlayout.CivicPIus,LLC,shallbethesoleowneroftheURL,domain,andWebsite,andthePartiesagreethatCountyissimplydesignatingWebsiteasitspubliclyaccessiblewebsitepursuanttothisAgreement.WebsiteRequirements.TheWebsitemustprovideatleastthefollowingfunctionality:a.Ailtextmustbemachine-readable.b.Noticesmustbesearchablebyanyavailablecriteria,includingbutnotlimitedto,agency,dateofpublication,keyword,title,andcategory{e.g.,procurement,landuse,etc.).c.NoticesmustindicatethedatetheNoticewasfirstpublishedontheWebsite.d.TheWebsitemustofferGovernmentalAgenciestheabilitytolinkprocurementnoticestoexternalwebsites.e.TheWebsitemustbecapableofgeneratinganaffidavitofproofofpublicationformconsistentwithSection50.041,FloridaStatutes,inaformsubstantiallysimilartoExhibitG.f.TheWebsitemustprovidetheabilitytoattachaPDF(orotherdocumentformat)aspartoftheNotice.CivicPIusPubliclyAccessibleWebsiteAgreementPage19of41
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 ability to request mail or e-mail notification of
the applicable Governmental Agency of any/all Notices published by that Governmental
Agency to the Website provide notice to each applicable Governmental Agency of all such
requests, and provide the ability for the applicable Governmental Agency to download a
registry of the names, addresses, and e-mail 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), Google {Chrome, Android), and
Apple operating systems, and future web browsers and platforms that may become
available.
Training Requirements. 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 functionalities. The quarterly training date shall 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.
Proiect 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 commercially reasonable efforts to perform the Services in a
manner consistent with applicable industry standards, including maintaining Services
availability 24 hours a day, 7 days a week. Governmental Agency will have 24/7 access to
the online CivicPlus Help Center (civicplus.help) to review use articles, software best
practices, receive maintenance release notes, as well as submit and monitor Omni -channel
support tickets and access solution specific support contact methods
(http//www.civicptus.hepfhc/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 identity 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
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 1 pm CST, but may vary
by product. Governmental Agency will have 24/7 access to the online CivicPlus Help
Center (civicplus.help) to obtain each product's support hours, review use articles,
software best practices, receive maintenance release notes, as well as submit and monitor
omni-channel support tickets and access solution specific support contact methods
[https://www.civicolus,help/hc/en ulreguests/new). After-hours support is available by
toil- 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 first support 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. CivicPlus, 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: (1) a modification of the Services made by anyone other
than CivicPlus, LLC„ even in a situation where CivicPlus, LLC, 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, LLC,
CivicPlus Publicly Accessible Website Agreement Page 21 of 41
Exhibit B
Rates
The following rates apply to all Orders issued pursuant to this Agreement:
One -Time
Implementation Annual - Year 1 TOTAL - Year 1
Tier5: Palm Beach County $2,000 $18,000 $20,000
Tier 4: Municipality with Population = 90,000
or greater
Tier3: Municipality with Population = 40,000 -
, 89,999
Tier 2: Municipality with Population = 10,000
39,999
Tier 1: Municipality with Population = 9,999
or fewer
Tier 0: Special District/Non-
Municipal/Constitutional Officer
52,000 $8,000 $10,000
$2,000 $7,000 $9,000
$2,000 $6,000 $8,000
$2,000 $5,000 $7,000
$2,000 $5,000 57,000
Early Adopter Incentive. Governmental Agencies that execute a Participation Agreement and an
Order prior to December 31, 2023, will receive a 100% waiver of one-time implementation fees.
Annual Price Adjustment, 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
Exhibit C
Minimum Insurance Requirements
ARTICLE - INSURANCE REQUIREMENTS
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 COUNTY's review or acceptance of insurance maintained by t h e
CONTRACTOR, are not intended to, and shaii not in any manner limit or qualify the liabilities and
obligations assumed by t h e CO N T RA CT 0 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 Tess 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 Liability: The CONTRACTOR shall maintain Business Auto Liability insurance at a
limit of liability not less than $500,000 combined single limit for property damage and bodily injury
each accident. This requirement may be satisfied by amendment to the Commercial General Liability
policy,
C. Workers' Compensation Insurance & Employer's Liability: The CONTRACTOR shall
maintain Workers' Compensation & Employer's Liability in accordance with Chapter 440
of the Florida Statutes,
D. Cyber Liability/Technology 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 riot be switched to a "Claims -made" basis during the terrn 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 PubliclyAccessibie Website Agreement Page 23 of 41
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 Against Others, 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
pre -loss basis.
F. Certificate(sl of insurance: On execution of this contract, renewal, within forty-eight 14.8] 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 Reiect: 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.
CivicPlus Publicly Accessible Wehsite Agreement Page 24of 47.
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, LLC. 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:
CivicOptimize software license to be used to publish Legal Notices in accordance with
HB7049 and Palm Beach County Interlocal Agreement
The time period for this Order, unless otherwise extended or terminated by either party, is as
follows: 1 year from signature of this form
The total fee for this Order is as follows: $[ $6,000_ ("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 responsible for compliance with
the Notice Requirements.
b. Sovereian 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 shall 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
Limitation of Liability.
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 CivicPlus 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 to the 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
CivicPlus approves of such modification in writing; or (ii) use of the Services in combination with
a third -party service, web hosting service, or server not authorized by CivicPlus.
c. EXCEPT FOR THE EXPRESS WARRANTIES 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 PRIOR COURSE OF DEALING.
d. EACH PROVISION OF THIS ORDER THAT PROVIDES FOR A LIMITATION OF LIABILITY,
DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS TO ALLOCATE THE RISKS OF THIS
ORDER BETWEEN THE PARTIES. THIS ALLOCATION IS 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 Responsibility.
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 26 of 41
("CivicPlus Property") will remain the property of CivicPlus. CivicPlus Property specifically
excludes content provided by the Governmental Agency ("Governmental Agency Content").
CivicPlus Publicly Accessible Website Agreement Page 27 of 41
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; (iii) 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 all comments and suggestions, whether
written or oral, furnished by Governmental Agency to CivicPlus in connection with its access to
and use of the Services (all 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 right 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
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, whether or 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 liable 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 of Governmental Agency. Governmental Agency agrees to (a)
be solely responsible for all designated and authorized individuals chosen by Governmental
Agency ("User") activity, 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 -party vendor
or service provider that Governmental Agency has selected to integrate any of its Services with.
e. Governmental Agency's use of the Services is subject to the Acceptable Use Policy
set forth at httos://www.civicoptimize.civicplus.help/he/en-us/articles/360046849654- Acceptable-
Use-Policv.
Data Security.
a. CivicPlus shall, at all times, comply with the terms and conditions of its Privacy
Policy set forth at httos://www.civicolus.com/privacv-Policv. 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
Notwithstanding the foregoing, CivicPlus 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 combination•with 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
Services 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 sole fault of the negligence, malicious
actions, omissions, or misconduct of CivicPlus, CivicPlus, as the data custodian, will comply will
all remediation efforts as required by applicable federal and state law.
(Signatures appear on the following page.)
CivicPlus Publicly Accessible Website Agreement Page 30 of 41
IN WITNESS WHEREOF, the Parties hereto have made and executed this Order, effective
as of the date the last party signs this Order.
VILLAGE OF NORTH PALM BEACH
ATTEST'
Chuck Huff,
er (Purchasing Director)
a Green, Village Clerk
day ofD—Ce g'!720 23
I HEREBY CERTIFY that I have approved this
Order as to form and legal sufficiency
subject to execution by the Parties:
Village Attorney
Contractor
aA444(6..2irgwea
Signature
Senior VP of Customer Service
Title
Amy Vikander
Print/Type Name
Form Participation Agreement for Website Publications Page 31 of 41
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
VILLAGE OF NORTH PALM BEACH, 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 St at utes.
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 a.ccessible
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. Desianat ion 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 forWebsite Publications Page 32 of 41
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 33 of 41
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 Military Trail
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
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
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 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.
Form Participation Agreement for Website Publications Page 35 of 41
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 36 of 41
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 , 20_ 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:
411Gl day of z"T r+-L , 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:
By:
Archie Satchel'
Chief Information Officer
(Date)
(Date)
SRW
Notice Website Form Participation Agreement
Form Participation Agreement for Website Publications
Page f 6
FORM PARTICIPATION AGREEMENT FOR PUBLICATION OF LEGAL
NOTICES ON COUNTY DESIGNATED PUBLICLY ACCESSIBLE WEBSITE
LOCAL GOVERNMENT
VILLAGE OF NORTH PALM BEACH
I HEREBY CERTIFY that I have approved this
Participation Agreement as to form and legal
sufficiency subject to execution by the
Parties;
Village Attorney
B. / ,/u71/4
sti/
Village Manager
Print Name: Chuck Huff
1 LA ld yy of .(Q,rY)b9.%2023
Attest:
1e a Green, Village Clerk
Form Participation Agreement for Website Publications Page 38 of 41
ExhibitFETSSecurityRequirements-LowRisk|SolicitationTitle:|CivicOptimizePubliclyAccessWebsiteDesignationDefinitions."Equipment"meansthehardwarebeingprovidedbyCivicPIus,LLC,undertheAgreement."Software"meanssoftwareprovidedorlicensedbyCivicPIus,LLC,pursuanttotheAgreementoranOrder,includingsoftware-as-a-service("SaaS")products."CivicPIus,LLC,Platform"meanstheweb-basedplatformonwhichCivicPIus,LLC,providesanySaaSorhostingServicesundertheAgreementoranOrder,includinganysystemorothersolutionthatstores,hosts,ortransmitsCountyorGovernmentalAgencydata.AllothercapitalizedtermsnotexpresslydefinedwithinthisexhibitshallretainthemeaningascribedtosuchtermsintheAgreement(andifnotsodefined,thentheplainlanguagemeaningappropriatetothecontextinwhichitisused).SoftwareInstalledinCounty'sNetwork.TotheextentCivicPIus,LLC,providesanySoftwaretobeinstalledinCounty'snetwork,CivicPIus,LLC,must:(a)adviseCountyofallversionsofanythird-partysoftware(e.g.,Java,AdobeReader/Flash,Silverlight)tobeinstalledandsupportupdatesforcriticalvulnerabilitiesdiscoveredinapplicablethird-partyoropensourcesoftware;(b)ensurethattheSoftwareisdevelopedbasedonindustrystandardsandbestpractices,includingfollowingsecureprogrammingtechniquesandincorporatingsecuritythroughouttheSoftware-developmentlifecycle;(c)developandmaintaintheSoftwaretooperateonCounty-supportedandapprovedoperatingsystemsandfirmwareversions;(d)mitigatecriticalorhighriskvulnerabilities(asdefinedbyCommonVulnerabilityandExposures(CVE)scoringsystem)totheSoftwareorCivicPIus,LLC,platformwithin30daysafterpatchrelease,notifyingCountyofproposedmitigationstepstobetakenandtimelineforresolutionifCivicPIus,LLC,isunabletoapplyapatchtoremedythevulnerability;(e)ensuretheSoftwareprovidesforrole-basedaccesscontrolsandrunswithleastprivilegeaccess,enablesauditingbydefaultforanyprivilegedaccessorchanges,andsupportselectronicdeliveryofdigitallysignedupgradesfromCivicPIus,LLC,'sorthethird-partylicensor'swebsite;(f)ensuretheSoftwareisnotwithinthree(3)yearsfromitsendoflifedateandprovideCountywithend-of-life-schedulesforallapplicableSoftware;(g)supportencryptionusingataminimumAdvancedEncryptionStandard256-bitencryptionkeys("AES-256")orcurrentindustrysecuritystandards,whicheverishigher,forconfidentialdataatrestandusetransportlayersecurity(TLS)1.2orFormParticipationAgreementforWebsitePublicationsPage39of41
currentindustrystandards,whicheverishigher,fordatainmotion;and(h)uponrequestbyCountyorGovernmentalAgency,provideanattestationletteridentifyingdateofthemostrecentsecurityvulnerabilitytestingperformedandanyvulnerabilitiesidentifiedandmitigated(mustbedatedwithinsix(6)monthsafteranymajorrelease).EquipmentLeasedorPurchasedfromContractor.TotheextentCivicPIus,LLC,istheOriginalEquipmentManufacturer(OEM)oranauthorizedresellerfortheOEMforanyEquipmentprovidedunderthisAgreementoranOrder,CivicPIus,LLC,must:(a)ensurethatphysicalsecurityfeaturestopreventtamperingareincludedinanyEquipmentprovidedtoCountyorGovernmentalAgencyandensure,ataminimum,industry-standardsecuritymeasuresarefollowedduringthemanufactureoftheEquipment;(b)ensureanyEquipmentprovideddoesnotcontainanyembeddedremote-controlfeaturesunlessapprovedinwritingbyCounty’sContractAdministratororGovernmentalAgency'sContractManager,asapplicable,anddiscloseanydefaultaccountsorbackdoorsthatexistforaccesstoCountyorGovernmentalAgency'snetwork;(c)shallsupplyapatch,firmwareupdate,orworkaroundapprovedinwritingbyCounty'sContractAdministratororGovernmentalAgency'sContractManager,asapplicable,withinthirty(30)daysafteridentificationofanewcriticalorhighsecurityvulnerabilityandnotifyCountyorGovernmentalAgencyofproposedmitigationstepstaken;(d)developandmaintainEquipmenttointerfacewithCounty-supportedorGovernmentalAgency-supportedandapprovedoperatingsystemsandfirmwareversions;(e)uponrequestbyCountyorGovernmentalAgency,makeavailableanyrequiredcertificationsasmaybeapplicablepercomplianceandregulatoryrequirements(e.g.,CommonCriteria,FederalInformationProcessingStandard140);(f)ensuretheEquipmentisnotwithinthree(3)yearsfromitsend-of-lifedateatthetimeofdeliveryandprovideCountywithend-of-life-schedulesforallapplicableEquipment;(g)(forOEMsonly)supportelectronicdeliveryofdigitallysignedupgradesofanyapplicableEquipmentfirmwarefromCivicPIus,LLC,'sortheoriginalEquipmentmanufacturer'swebsite;and(h)(forOEMsonly)uponrequestbyCountyorGovernmentalAgency,provideanattestationletteridentifyingdateofthemostrecentsecurityvulnerabilitytestingperformedandanyvulnerabilitiesidentifiedandmitigated(mustbedatedwithinsix(6)monthsafteranymajorrelease).SaaSorHostingServices.CivicPIus,LLC,mustusereasonableeffortstoimmediatelynotifyCountyandtheapplicableGovernmentalAgencyofanyinformationsecuritybreachorunauthorizedaccessormodificationofCountyorGovernmentalAgencydata.FormParticipationAgreementforWebsitePublicationsPage40of41
ExhibitGFormProofofPublicationSTATEOFFLORIDACOUNTYOFPALMBEACHBeforetheundersignedauthoritypersonallyappeared(name),whoonoathstatesthatheorsheisofPalmBeachCounty,Florida;thattheattachedcopyofadvertisementbeinga(insertdescription)inthematterof(insertcaption)inthe(insertcourt)Court,waspublishedonthepubliclyaccessiblewebsiteofPalmBeachCounty,Florida,orinanewspaperbyprintintheissuesof(insertinfo)on(insertdate).AffiantfurthersaysthatthewebsiteornewspapercomplieswithalllegalrequirementsforpublicationinChapter50,FloridaStatutes.Sworntoandsubscribedbeforemebymeansofphysicalpresenceoronlinenotarization,thisdayof,202_.(SEAL)NotaryPublic,StateofFloridaCommissionExpires:(dateorapplystamp)PersonallyKnownORProducedIdentificationTypeofIdentificationProduced:FormParticipationAgreementforWebsitePublicationsPage41of41