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HomeMy WebLinkAbout22- Addendum 1 - PSA with CivicPlus - Online Municipal Code Hosting and Additional Contracted ServicesV. PD 06.01.2015-0048 Page 1 of 4 CivicPlus 302 South 4th St. Suite 500 Manhattan, KS 66502 US Quote #: Q-25480-1 Date: 5/13/2022 2:51 PM Expires On: 12/31/2022 Client: BOZEMAN, MONTANA Bill To: BOZEMAN, MONTANA SALESPERSON Phone EMAIL DELIVERY METHOD PAYMENT METHOD Sylvana Satterfield x tsatterfield@civicplus.com Net 30 QTY PRODUCT NAME DESCRIPTION PRODUCT TYPE TOTAL 1.00 Legal Review Legal Review One-time USD 12,700.00 1.00 Gender Neutralization Gender Neutralization (Removing and Replacing Gender Based Code) One-time USD 8,500.00 15.00 State Law Reference Linking Hourly Rate State Law Reference Linking One-time USD 1,125.00 1.00 Annual State Law Reference Linking Review Subscription Annual State Law Reference Linking Review Subscription Renewable USD 350.00 1.00 MuniPro Subscription MuniPro Subscription Renewable USD 295.00 Total Investment Initial Term USD 22,325.00 Annual Recurring Services USD 645.00 Total Days of Quote:365 1. This Statement of Work ("SOW") is between Bozeman, MT (“Client”) and CivicPlus, LLC (the “Service Provider”), and shall be subject to the terms and conditions of the CivicPlus Master Services Agreement located at https://www.civicplus.com/master-services-agreement (“MSA”), to which this SOW is hereby attached. By signing this SOW, Client expressly agrees to the terms and conditions of the MSA throughout the Term of this SOW. 2. This SOW shall remain in effect for an initial term equal to 365 days from the date of signing (“Initial Term”). In the event that neither party gives 60 days’ notice to terminate prior to the end of the Initial Term or any subsequent Renewal Term, this SOW will automatically renew for an additional 1-year renewal term (“Renewal Term”). The Initial Term and all Renewal Terms are collectively referred to as the “Term”. 3. The Legal Review will be invoiced as follows: a. Upon Signing: 50% DocuSign Envelope ID: D9396193-FF08-4080-BF16-FDD0A35EF0CE V. PD 06.01.2015-0048 Page 2 of 4 b. Upon completion of the Legal Review or eight (8) months from signing: 50% 4. Annual Recurring Services and State Law Reference Linking will begin being invoiced on signing. Annual Recurring Services will be charged an annual 5% uplift starting in the first Renewal Term. 5. The Gender Neutralization of the Code of Ordinances will be invoiced as follows: a. Upon signing: $5,100.00 b. Upon receipt of official adopted legislation: $3,400.00 6. Client agrees to provide all necessary and correct documentation, materials and communication in a timely manner as agreed upon by the Parties following execution of this SOW and acknowledges Service Provider shall not begin work under this SOW until all necessary documentation, materials and communication is received. 7. Additional services, including but not limited to additional labor required because of delays, errors or omissions on the part of Client, may be purchased upon mutual written agreement between the Parties. 8. Client acknowledges that Service Provider may provide legal analysis through codification, recodification or legal review services. Unless indicated otherwise, information sent via Internet email or through our websites cannot be guaranteed to be confidential. Client further acknowledges that any legal analysis provided by Service Provider is provided to Client’s legal counsel for their use and direction. However, Client agrees the services provided for herein do not review Legal Codes for legal sufficiency, draw legal conclusions, provide legal advice, opinions or recommendations about Client’s legal rights, remedies, defenses, options, selection of forms, or strategies, or apply the law to the facts of any particular situation or establish an attorney-client relationship. Service Provider is not a law firm and may not perform services performed by an attorney, and the services contemplated herein do not constitute a substitute for the advice or services of an attorney. 9. The Parties agree that Section 15 of the MSA shall not apply to public interpretation of Legal Code or work product. Service Provider shall not be responsible for the legal sufficiency or copyright infringement of any material initially or subsequently published. 10. The Services herein include legal review of Client’s Code of Ordinances as published by CivicPlus, to ensure conformity with state statutes and to identify any areas of possible legal concern. The review will also determine if there are any inconsistencies or conflicts within the legislation itself. Service Provider will notate any state law references within the Code that need to be updated in the memorandum. Legislation not currently included in the code can be reviewed for an additional fee. Within 30 days of Client’s receipt of the Legal Memorandum, Client may purchase additional conference hours, via telephone or webinar, to review the Legal Memorandum and Service provider's recommendations, to be billed at $150/hour. Excludes implementation of any recommendations. DocuSign Envelope ID: D9396193-FF08-4080-BF16-FDD0A35EF0CE V. PD 06.01.2015-0048 Page 3 of 4 Acceptance By signing below, the parties are agreeing to be bound by the covenants and obligations specified in this SOW and the MSA terms and conditions found at: https://www.civicplus.com/master-services-agreement. IN WITNESS WHEREOF, the parties have caused this SOW to be executed by their duly authorized representatives as of the dates below. Client CivicPlus By: By: Name: Name: Title: Title: Date: Date: DocuSign Envelope ID: D9396193-FF08-4080-BF16-FDD0A35EF0CE Amy Vikander 11/9/2022 Sr. VP of Customer Success 11/9/2022 City Manager Jeff Mihelich V. PD 06.01.2015-0048 Page 4 of 4 Contact Information *all documents must be returned: Master Service Agreement, Statement of Work, and Contact Information Sheet. Organization URL Street Address Address 2 City State Postal Code CivicPlus provides telephone support for all trained clients from 7am –7pm Central Time, Monday-Friday (excluding holidays). Emergency Support is provided on a 24/7/365 basis for representatives named by the Client. Client is responsible for ensuring CivicPlus has current updates. Emergency Contact & Mobile Phone Emergency Contact & Mobile Phone Emergency Contact & Mobile Phone Billing Contact E-Mail Phone Ext. Fax Billing Address Address 2 City State Postal Code Tax ID # Sales Tax Exempt # Billing Terms Account Rep Info Required on Invoice (PO or Job #) Are you utilizing any external funding for your project (ex. FEMA, CARES): Y [ ] or N [ ] Please list all external sources: Contract Contact Email Phone Ext. Fax Project Contact Email Phone Ext. Fax DocuSign Envelope ID: D9396193-FF08-4080-BF16-FDD0A35EF0CE 406.582.2321 PO Box 1230 mmaas@bozeman.net 406-451-6817 59715 406.582.2320 Bozeman 121 N Rouse Ave 406.582.2321 Sylvana Satterfield City of Bozeman Mike Maas Code Review 81-6001238 Net 30 mmaas@bozeman.net MT Mike Maas X 59771 Scott McMahan MTBozeman A100867 406-599-0804 Mike Maas www.Bozeman.net Taylor Chambers CivicPlus 302 South 4th St. Suite 500 Manhattan, KS 66502 US Quote #:Q-25371-1 Date:5/11/2022 11:48 AM Expires On:12/31/2022 Client: Bozeman Montana [City] - Code and Supp Bill To: Bozeman Montana [City] - Code and Supp SALESPERSON Phone EMAIL DELIVERY METHOD PAYMENT METHOD Sylvana Satterfield x tsatterfield@civicplus.com Net 30 QTY DESCRIPTION PRODUCT TYPE TOTAL 1.00 Full-Service Plus Supplementation Subscription Renewable USD 9,439.00 1.00 Year 1 Annual Fee Discount Renewable USD -1,887.92 1.00 OrdBank Upgrade Subscription Renewable USD 455.00 1.00 Year 1 Annual Fee Discount Renewable USD -91.00 1.00 Online Supplementation will begin with the ordinances received on a monthly basis. Renewable USD 0.00 1.00 Print Supplementation will begin with the ordinances received from the municipality on an annual basis. Renewable USD 0.00 1.00 Printed Copies and Freight Included - 1 Renewable USD 0.00 Annual Recurring Supplement Services 9,894.00 1. This Statement of Work ("SOW") is between the Bozeman Montana (“Client”) and Municode, LLC, a wholly owned subsidiary of CivicPlus, LLC (collectively, the “Service Provider”), and shall be subject to the terms and conditions of the CivicPlus Master Services Agreement located at https://www.civicplus.com/master-services-agreement (“MSA”). By signing this SOW, Client expressly agrees to the terms and conditions of the MSA throughout the Term of this SOW. 2. At any time during the Term of this Agreement, Municode may assign its rights and obligations under this Agreement to CivicPlus, upon giving written notice to the Client. In the event of such assignment by Municode, CivicPlus shall be the sole performing party under this Agreement to the same extent as Municode prior to making such assignment. 3. This SOW shall remain in effect for an initial term (“Initial Term”) starting at signing and running through the following Renewal Date (as defined below). In the event that neither party gives 60 days’ notice to terminate prior to the end of the Initial Term, or any subsequent Renewal Term, this SOW will automatically renew for additional 1-year renewal terms (“Renewal Term”). The Initial Term and all Renewal Terms are collectively referred to as the “Term”. V. PD 06.01.2015-0048 Page 1 of 6 DocuSign Envelope ID: D9396193-FF08-4080-BF16-FDD0A35EF0CE 4. If Client elects, by selecting the “Start at Signing” option below, the Initial Term’s Annual Recurring Supplement Services will be invoiced upon the signing of this SOW and may be prorated to align with Client’s Renewal Date. If Client elects, by selecting the “Start at Renewal Date” option below, the Initial Term’s Annual Recurring Supplement Services will be invoiced upon the Renewal Date and Client shall continue to be billed at their current per page rate and use terms set for the in the original supplements agreement between Client and Municode. The full Annual Recurring Supplement Services shall be invoiced each Renewal Date and shall be subject to a 5% annual increase each Renewal Term, starting on the second anniversary of the Renewal Date. Client will pay all invoices within 30 days of the date of such invoice. Additional services added throughout the Term will be pro-rated then added to the Annual Recurring Services fee. 5. If Client signs this SOW in 2022, Client will receive a 20% discount on the first twelve months of service. 6. Annual Recurring Supplement Services does NOT include: • Additional copies, reprints, binders and tab orders; • Documents that contain tables, graphics, unique formatting requirements, or any other form-based code requirements; • Legal work, creation of fee schedules, gender neutral review/implementation, external linking; • Codifying complete replacement of complex subject matter such as, but not limited to, Zoning (or equivalent). This work is subject to a one-time editorial conversion fee and an increase in the annual supplement rate and online hosting fee(s). Quote provided upon receipt of material; • Codifying a newly adopted full Chapter/Title/Appendix. This may be subject to a one-time additional editorial fee and an increase in the annual supplement rate and online hosting fee(s). Material to be reviewed upon receipt; • Codifying a newly adopted term change legislation. This may be subject to a one-time additional editorial fee. Material to be reviewed upon receipt; • The addition of Manuals, Policies, Procedures, Comprehensive Plans, Land Use, Unified Codes, Zoning (or equivalent). Quotation upon request; and • Online Code hosting and online features. 7. Client acknowledges that Service Provider may continually develop, alter, deliver, and provide to the Client ongoing innovation to the services, in the form of new features, functionality, and efficiencies. Accordingly, Service Provider reserves the right to modify the services from time to time. Any modifications or improvements to the services listed on the SOW will be provided to the Client at no additional charge. In the event that Service Provider creates new products or enhancements to the Services (“New Services”), and Client desires these New Services, then Client will have to pay Service Provider the appropriate fee for the access to and use of the New Services. 8. Client agrees to provide all necessary and correct documentation, materials and communication in a timely manner as agreed upon by the Parties following execution of this SOW and acknowledges Service Provider shall not begin work under this SOW until all necessary documentation, materials and communication is received. 9. Client acknowledges Service Provider does not permanently retain prior versions of the Client’s legal code or any other work product. 10. Additional services, including but not limited to additional labor required because of delays, errors or omissions on the part of Client, may be purchased upon mutual written agreement between the Parties. V. PD 06.01.2015-0048 Page 2 of 6 DocuSign Envelope ID: D9396193-FF08-4080-BF16-FDD0A35EF0CE 11. Client acknowledges that Service Provider may provide legal analysis through codification, recodification or legal review services. Unless indicated otherwise, information sent via Internet email or through our websites cannot be guaranteed to be confidential. Client further acknowledges that any legal analysis provided by Service Provider is provided to Client’s legal counsel for their use and direction. However, Client agrees the services provided for herein do not review legal codes for legal sufficiency, draw legal conclusions, provide legal advice, opinions or recommendations about Client’s legal rights, remedies, defenses, options, selection of forms, or strategies, or apply the law to the facts of any particular situation or establish an attorney-client relationship. Service Provider is not a law firm and may not perform services performed by an attorney, and the services contemplated herein do not constitute a substitute for the advice or services of an attorney. 12. The Parties agree that Section 15 of the MSA shall not apply to public interpretation of legal code or work product. Service Provider shall not be responsible for the legal sufficiency or copyright infringement of any material initially or subsequently published. 13. In the event Client wishes to increase its Supplement Updates frequency, Client agrees to pay an annual increase in an amount to be agreed upon between the parties, such amount to be prorated from the time of purchase to align with Client’s Renewal Date. Client shall provide CivicPlus with written notice, email is sufficient, of its intent to acquire such services. Rush Supplement requests will be assessed an additional one-time fee. 14. The Annual Recurring Supplement Services fee quoted in this SOW is exclusive of Client’s existing annual fees, which may include, without limitation, Online Hosting Annual Fees, OrdBank, OrdLink, MuniDocs, SLR Linking, or other annual fee (“Existing Annual Fees”). Client understands and agrees the Existing Annual Fees will be invoiced by CivicPlus in their current renewal month previously established with Municode unless specifically added to this SOW in a line item above. V. PD 06.01.2015-0048 Page 3 of 6 DocuSign Envelope ID: D9396193-FF08-4080-BF16-FDD0A35EF0CE CLIENT TO FILL OUT THE FOLLOWING SECTION. PLEASE DO NOT LEAVE BLANK: Client's selected billing renewal month (the “Renewal Date”) shall be: ____________________________________________ . (As set forth in Section 4 of this SOW) Client must select ONE of the following options. If this section is left blank or both options are selected, the Annual Recurring Supplement Services will Start at Signing. Start at Signing – As set forth in Section 4 of this SOW, by selecting this option, Client agrees to start the Annual Recurring Supplement Services upon signing this SOW, such fee to be prorated to align with Clients’ selected Renewal Date. For the sake of clarity, upon signing Client will only be billed the “per page rate” model for items not included in the Annual Recurring Supplement rate as set forth in Section 6 of this SOW. Start at Renewal Date - As set forth in Section 4 of this SOW, by selecting this option, Client agrees to continue paying the “per page rate” model previously billed with Municode until the first Renewal Date, as notated by Client above. Upon the first Renewal Date, Client will be invoiced the total Annual Recurring Supplement Services. V. PD 06.01.2015-0048 Page 4 of 6 DocuSign Envelope ID: D9396193-FF08-4080-BF16-FDD0A35EF0CE November 1, 2022 X Acceptance By signing below, the parties are agreeing to be bound by the covenants and obligations specified in this SOW and the MSA terms and conditions found at: https://www.civicplus.com/master-services-agreement. IN WITNESS WHEREOF, the parties have caused this SOW to be executed by their duly authorized representatives as of the dates below. Client CivicPlus By: ___________________________________ By: ___________________________________ Name: ___________________________________ Name: ___________________________________ Title: ___________________________________ Title: ___________________________________ Date: ___________________________________ Date: ___________________________________ V. PD 06.01.2015-0048 Page 5 of 6 DocuSign Envelope ID: D9396193-FF08-4080-BF16-FDD0A35EF0CE Sr. VP of Customer Success 11/9/2022 Amy Vikander 11/9/2022 City Manager Jeff Mihelich Contact Information *all documents must be returned: Master Service Agreement, Statement of Work, and Contact Information Sheet. Organization URL ________________________________________________________________________________________________________________________ Street Address ________________________________________________________________________________________________________________________ Address 2 ________________________________________________________________________________________________________________________ City State Postal Code ________________________________________________________________________________________________________________________ CivicPlus provides telephone support for all trained clients from 7am –7pm Central Time, Monday-Friday (excluding holidays). Emergency Support is provided on a 24/7/365 basis for representatives named by the Client. Client is responsible for ensuring CivicPlus has current updates. ________________________________________________________________________________________________________________________ Emergency Contact & Mobile Phone ________________________________________________________________________________________________________________________ Emergency Contact & Mobile Phone ________________________________________________________________________________________________________________________ Emergency Contact & Mobile Phone ________________________________________________________________________________________________________________________ Billing Contact E-Mail ________________________________________________________________________________________________________________________ Phone Ext. Fax ________________________________________________________________________________________________________________________ Billing Address ________________________________________________________________________________________________________________________ Address 2 ________________________________________________________________________________________________________________________ City State Postal Code ________________________________________________________________________________________________________________________ Tax ID # Sales Tax Exempt # ________________________________________________________________________________________________________________________ Billing Terms Account Rep ________________________________________________________________________________________________________________________ Info Required on Invoice (PO or Job #) ________________________________________________________________________________________________________________________ Are you utilizing any external funding for your project (ex. FEMA, CARES): Y [ ] or N [ ] Please list all external sources: _______________________________________________________________________________________________ Contract Contact Email ________________________________________________________________________________________________________________________ Phone Ext. Fax ________________________________________________________________________________________________________________________ Project Contact Email ________________________________________________________________________________________________________________________ Phone Ext. Fax ________________________________________________________________________________________________________________________ V. PD 06.01.2015-0048 Page 6 of 6 DocuSign Envelope ID: D9396193-FF08-4080-BF16-FDD0A35EF0CE X 81-6001238 MT Mike Maas 406.582.2321 A100867 Bozeman mmaas@bozeman.net 59771 59715 Taylor Chambers mmaas@bozeman.net Net 30 406-451-6817 City of Bozeman Mike Maas Sylvana Satterfield MT Codification PO BOX 1230 406.582.2320 Bozeman www.bozeman.net 406.582.2321 121 N Rouse Ave. Mike Maas 406-599-0804 Scott McMahan