HomeMy WebLinkAbout2025-237-E-IT Dept-Civic Plus-Licensing and support for Acquia Optimize applicationRevised 01/24
VENDOR REQ 1
NORTH CAROLINA
[Departmental Use Only]
TITLE Acquia/CommRel
FY 25
SERVICES AGREEMENT NO RFP/RFQ
ORANGE COUNTY
This Services Agreement (here , made and entered into this 22nd day of
May, 2025, by and between Orange County, North Carolina a political
subdivision of the State of North Carolina (hereinafter, the "County" or “Customer”) and
CivicPlus, LLC, (hereinafter, the "Provider" or “CivicPlus”).
WITNESSETH:
That the County and Provider, for the consideration herein named, do hereby agree as
follows:
1. Services
a. Scope of Work.
i) This Agreement is for services to be rendered by Provider to County with respect
to: licensing and technical support for Acquia Optimize application as described in
Quote Q-84353-1
ii) By executing this Agreement, the Provider represents and agrees that Provider is
qualified to perform and fully capable of performing and providing the services
required or necessary under this Agreement in a fully competent, professional and
timely manner.
iii) Time is of the essence with respect to this Agreement. Notwithstanding the foregoing,
CivicPlus will not be liable or responsible for any delay in the time or completion of
the Services due to the action or inaction of the County.
iv) The services to be performed under this Agreement consist of Basic Services, as
described and designated in Section 3 hereof. Compensation to the Provider for
Basic Services under this Agreement shall be as set forth herein.
2. Responsibilities of the Provider
a. Services to be provided. The Provider shall provide the County with all services required
in Section 3 to provide the Project set forth herein and in accordance with prevailing
industry professional standards.
b. Standard of Care.
i) The Provider shall exercise reasonable care and diligence in performing services
under this Agreement in accordance with the generally accepted standards of this
type of Provider practice throughout the United States and in accordance with
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applicable federal, state and local laws and regulations applicable to the
performance of these services. Provider is solely responsible for the professional
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quality, accuracy and timely completion and submission of all work related to the
Basic Services.
ii) The Provider shall not, except as otherwise provided for in this Agreement,
subcontract the performance of any work under this Agreement without prior
written permission of the County. No permission for subcontracting shall create,
between the County and the subcontractor, any contract or any other relationship.
iii) Provider is an independent contractor of County. Any and all employees of the
Provider engaged by the Provider in the performance of any work or services
required of the Provider under this Agreement, shall be considered employees or
agents of the Provider only and not of the County, and any and all claims that may
or might arise under any workers compensation or other law or contract on behalf
of said employees while so engaged shall be the sole obligation and responsibility
of the Provider.
iv) If activities related to the performance of this Agreement require specific licenses,
certifications, or related credentials Provider represents that it or its employees,
agents and subcontractors engaged in such activities possess such licenses,
certifications, or credentials and that such licenses certifications, or credentials are
current, active, and not in a state of suspension or revocation.
v) This Agreement shall also be subject to the terms and conditions outlined in the
CivicPlus Master Services Agreement and the applicable Solution and Services
terms and conditions available at https://www.civicplus.help/hc/en-us/p/legal-stuff
(the "CivicPlus Terms"). Should any documents, exhibits, or addenda be attached
to this Agreement, the terms of this Agreement shall have priority in any conflict
with or among the terms of such referenced documents, exhibits, or addenda.
3. Basic Services
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a. Basic Services. The Services to be rendered pursuant to this Agreement are as follows
(fully describe services to be provided): licensing and technical support for Acquia
Optimize application as described in Quote Q-84353-1
4. Duration of Services
a. Term. The initial term of this Agreement shall be from the date of signing this Agreement
(the “Effective Date”) to 6/30/2026.
b. Scheduling of Services.
i) The Provider shall perform its activities in a timely manner.
ii) The Commencement Date for the Provider's Basic Services shall be the Effective
Date.
5. Compensation
a. Compensation for Basic Services. Compensation for Basic Services shall include all
compensation due the Provider from the County for all services (as determined by the
County) performed pursuant to this Agreement. The maximum amount payable for Basic
Services shall not exceed Nine thousand six hundred and sixty-seven Dollars ($9,667.00)
for the initial term. Payment for performed Basic Services shall become due and payable
within thirty (30) days of Provider properly invoicing County. Payment shall be subject
to provisions of Section 5(b).
b. Additional Services. County shall not be responsible for costs related to any services in
addition to the Basic Services performed by Provider unless County requests such
additional services in writing and such additional services are evidenced by a written
amendment to this Agreement.
6. Responsibilities of the County
a. Cooperation and Coordination. The County has designated (Robert Reynolds) to act as
the County's representative with respect to the Project who shall have the authority to
render decisions within guidelines established by the County Manager or the County
Board of Commissioners and who shall be available during working hours as often as may
be reasonably required to render decisions and to furnish information.
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7. Insurance
a. General Requirements. Provider shall obtain, at its sole expense, Commercial General
additional insurance as may be required by County
requirements are described in the Orange County Risk Transfer Policy and Orange
County Minimum Insurance Coverage Requirements (each document is incorporated
herein by reference and may be viewed at
http://www.orangecountync.gov/departments/purchasing_division/contracts.php). If
County
additional insurance shall consist of: N/A (if no additional insurance required mark N/A
as being not applicable). Provider shall not commence work until such insurance is in
effect and certification thereof has been received by the County's Risk Manager.
8. Indemnity
a. Indemnity. To the extent authorized by North Carolina law the Provider agrees, to defend,
indemnify and hold harmless the County from all loss, liability, claims or expense,
including reasonable attorney's fees, directly arising out of or related to the Project and
arising from property damage or bodily injury including death to any person or persons
caused in whole by the sole negligence or misconduct of the Provider except to the extent
same are caused by the negligence or willful misconduct of the County. It is the intent of
this provision to require the Provider to indemnify the County to the fullest extent
permitted under North Carolina law.
9. Amendments to the Agreement
a. Changes in Basic Services. Changes in the Basic Services and entitlement to additional
compensation or a change in duration of this Agreement shall be made by a written
Amendment to this Agreement executed by the County and the Provider. The Provider
shall proceed to perform the Services required by the Amendment only after receiving a
fully executed Amendment from the County.
10. Termination
a. Termination for Convenience of the County. This Agreement may be terminated without
cause by the County and for its convenience upon sixty (60) days prior written notice to
the Provider before the end of the current term.
b. Waiver. The payment of any sums by the County under this Agreement or the failure of
the County to require compliance by the Provider with any provisions of this Agreement
or the waiver by the County of any breach of this Agreement shall not constitute a waiver
of any claim for damages by the County for any breach of this Agreement or a waiver of
any other required compliance with this Agreement.
11. Additional Provisions
a. Limitation and Assignment. The County and the Provider each bind themselves, their
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successors, assigns and legal representatives to the terms of this Agreement. Neither the
County nor the Provider shall assign or transfer its interest in this Agreement without the
written consent of the other. There are no third-party beneficiaries of this Agreement and
nothing in this Agreement, express or implied, is intended to confer on any person other
than the parties hereto (and their respective successors, heirs and permitted assigns), any
rights, remedies, or obligations. Notwithstanding the foregoing, CivicPlus may assign and
transfer all of its rights and obligations under this Agreement by a sale of a majority of its
assets or merger.
b. Governing Law. This Agreement and the duties, responsibilities, obligations and rights
of respective parties hereunder shall be governed by the laws of the State of North
Carolina. By executing this Agreement Provider affirms that Provider and any
subcontractors of Provider are and shall remain in compliance with Article 2 of Chapter
64 of the North Carolina General Statutes. By executing this Agreement Provider
certifies that Provider has not been identified, and has not utilized the services of any
agent or subcontractor identified, on the list created by the State Treasurer pursuant to
G.S. 147-86.58. By executing this Agreement Provider certifies that Provider has not
been identified, and has not utilized the services of any agent or subcontractor identified,
on the list created by the State Treasurer pursuant to G.S. 147-86.81.
c. Non-Discrimination. Provider shall at all times remain in compliance with all applicable
local, state, and federal laws, rules, and regulations including but not limited to all state
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and federal non-discrimination laws, policies, rules, and regulations and the Orange
County Non-Discrimination Policy and Orange County Living Wage Policy (each Orange
County policy is incorporated herein by reference and may be viewed at
http://www.orangecountync.gov/departments/purchasing_division/contracts.php.) Any
violation of the Orange County Non-Discrimination Policy is a breach of this Agreement
and County may immediately terminate this Agreement without further obligation on the
part of the County. This paragraph is not intended to limit and does not limit the definition
of breach to discrimination
d. Dispute Resolution. Any and all suits or actions to enforce, interpret or seek damages with
respect to any provision of, or the performance or non-performance of, this Agreement
shall be brought in the General Court of Justice of North Carolina sitting in Orange
County, North Carolina. It is agreed by the parties that no other court shall have
jurisdiction or venue with respect to such suits or actions. Binding arbitration may not be
initiated by either Party, however, the Parties may agree to nonbinding mediation of any
dispute prior to the bringing of such suit or action.
e. Entire Agreement. This Agreement represents the entire and integrated agreement
between the County and the Provider and supersedes all prior negotiations, representations
or agreements, either written or oral. This Agreement may be amended only by written
instrument signed by both parties. Modifications may be evidenced by facsimile
signatures.
f. Severability. If any provision of this Agreement is held as a matter of law to be
unenforceable, the remainder of this Agreement shall be valid and binding upon the
Parties.
g. Non-Appropriation. Provider acknowledges that County is a governmental entity, and the
validity of this Agreement is based upon the availability of public funding under the
authority of its statutory mandate.
In the event that public funds are unavailable or not appropriated for the performance of
expire without penalty to County immediately upon written notice to Provider of the
unavailability or non-appropriation of public funds. It is expressly agreed that County shall
not activate this non-appropriation provision for its convenience or to circumvent the
requirements of this Agreement.
functions, by state or federal legislative or regulatory action, which adversely affects shall
automatically terminate without penalty to County upon written notice to Provider
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of
Notwithstanding the foregoing, in the event of termination due to non-funding, County
shall be responsible for any invoices covering the initial project development fees or for
services already performed, or any outstanding fees or invoices, and all such amounts
owed shall become due immediately.
h. Signatures. This Agreement together with any amendments or modifications may be
executed electronically. All electronic signatures affixed hereto evidence the consent of
the Parties to utilize electronic signatures and the intent of the Parties to comply with
Article 11A and Article 40 of North Carolina General Statute Chapter 66.
i. Notices. Any notice required by this Agreement shall be in writing and delivered by
certified or registered mail, return receipt requested to the following:
Orange County Contracts Department
Attention:Robert Reynolds CivicPlus, LLC
P.O. Box 8181 302 South 4th St. Suite 500
Hillsborough, NC 27278 Manhattan, KS 66502
[SIGNATURE PAGE TO FOLLOW]
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IN WITNESS WHEREOF, the Parties, by and through their authorized agents, have
hereunder set their hands and seal, all as of the day and year first above written.
ORANGE COUNTY: PROVIDER:
By:
Travis Myren, County Manager
By:
Amy Vikander, SVP of Customer Success
Printed Name and Title
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Revised 04/23
1
ORANGE COUNTY—INTERNAL USE ONLY
______________________________________________________________________________
Finance Information
Vendor Name: Civic Plus, LLC Vendor Contact Person: Amy Vikander Phone: 785-564-4074 Address: 302
South 4th St. Suite 500 City Manhattan State: KS Zip: 66502 Department: Community Relations Amount:
$9,667.00 Purpose: Licensing and support for Acquia Optimize application Budget Code(s): 61370035-897247-
30007 Vendor # 65137
Vendor Status with NCSOS: Active - Current Vendor is a BOCC consultant: Yes No
Contract Details
Contract Type: New Amendment (Original Contract: ) (Most Recent Amendment )
Effective Date 5/22/2025 End Date 6/30/2026 Notice Date 4/30/2026 (Notice Purpose Renewal)
Award
Approved by Board (Agenda Date: ); Made or Administered by
Signature Authority
- BOCC Express Delegation (Agenda Date: )
- Policy 9.4: Under $5,000; Service Under $90,000; Construction Under $250,000
- Budget Policy Section XV (Capital Improvement Project: )
Bidding
Informal Bidding ($30k-$90k); Formal RFP ($90k+); Other (<$30k); Exception(# )
Department Affirmation
This agreement is approved as to technical form and content and I as Department Director affirmatively state work
on this project has not been initiated prior to execution of the agreement.
Services related to this agreement have already begun or been completed. Description of the nature of the
emergency condition that was addressed:
Department Director’s Signature ________________________________________ Date: ________
Information Technologies
This agreement has been reviewed and is approved as to information technology content and specifications:
Office of the Chief Information Officer___________________________________ Date: ________
Inapplicable because no hardware/software purchases or related services
Risk Management
This agreement is approved for sufficiency of insurance standards, specifications, and requirements:
Office of the Risk Management Officer___________________________________ Date: _________
Financial Services
This instrument has been pre-audited in the manner required by the Local Government Budget and Fiscal Control Act:
Office of the Chief Financial Officer ____________________________________ Date: _________
Legal Services
This agreement is approved as to legal form and sufficiency:
Office of the County Attorney __________________________________________Date: ________
Clerk to the Board
All Docusign contracts must be copied to the Clerk upon completion: occlerkdocs@orangecountync.gov
The following signature block is for hard copies only and is not required for Docusign contracts:
Received for record retention:
Office of the Clerk to the Board __________________________________________Date:_________
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5/29/2025
5/29/2025
6/2/2025
6/2/2025
6/3/2025
CivicPlus
302 South 4th St. Suite 500
Manhattan, KS 66502
US
Statement of Work
Quote #:Q-84353-1
Date:9/11/2024 8:04 PM
Expires On:5/16/2025
Client:
Orange County, NC
Bill To:
ORANGE COUNTY, NORTH CAROLINA
SALESPERSON Phone EMAIL DELIVERY METHOD PAYMENT METHOD
Alexandra Kassem alexandra.kassem@civicplus.com Net 30
Discount(s)
QTY PRODUCT NAME DESCRIPTION
1.00 Acquia Optimize Year 1 Annual
Fee Discount
Year 1 Annual Fee Discount
One-time(s)
QTY PRODUCT NAME DESCRIPTION
1.00 Acquia Optimize Provisioning
Fee
Acquia Optimize Account Activation and Setup
Recurring Service(s)
QTY PRODUCT NAME DESCRIPTION
1.00 Acquia Optimize Standard
Package - 10,000 Pages, 250
PDF Web Accessibility Checks &
25 Heat Maps
Acquia Optimize Standard Package - 10,000 Pages, 250 PDF Web
Accessibility Checks & 25 Heat Maps
List Price - Initial Term Total USD 14,171.96
Total Investment - Initial Term USD 9,667.00
Annual Recurring Services (Subject to Uplift)USD 11,556.00
V. PD 06.01.2015-0048
Page 1 of 3
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Initial Term Beginning at signing and ending 6/30/2026,
Renewal Term 7/1 each calendar year
Initial Term Invoice Schedule 100% invoiced at signing, to be
prorated based on signature date.
Renewal Procedure Automatic 1 year renewal term, unless 60
days notice provided prior to renewal date
Annual Uplift 5% to be applied in year 2
This Statement of Work ("SOW") shall be subject to the terms and conditions of the CivicPlus Master Services Agreement
and the applicable Solution and Services terms and conditions located at https://www.civicplus.help/hc/en-us/p/legal-
stuff (collectively, the "Binding Terms"), By signing this SOW, Client expressly agrees to the terms and conditions of the
Binding Terms throughout the term of this SOW.
Please note that this document is a SOW and not an invoice. Upon signing and submitting this SOW, Client will receive
the applicable invoice according to the terms of the invoicing schedule outlined herein.
Total Investment – Initial Term to be prorated based on signature date.
V. PD 06.01.2015-0048
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Acceptance of Quote # Q-84353-1
The undersigned has read and agrees to the Binding Terms, which are incorporated into this SOW, and have caused this
SOW to be executed as of the date signed by the Customer which will be the Effective Date:
For CivicPlus Billing Information, please visit https://www.civicplus.com/verify/
Authorized Client Signature
CivicPlus
By (please sign):
___________________________________
By (please sign):
___________________________________
Printed Name:
___________________________________
Printed Name:
___________________________________
Title:
___________________________________
Title:
___________________________________
Date:
___________________________________
Date:
___________________________________
Organization Legal Name:
___________________________________
Billing Contact:
___________________________________
Title:
___________________________________
Billing Phone Number:
___________________________________
Billing Email:
___________________________________
Billing Address:
___________________________________
___________________________________
Mailing Address: (If different from above)
___________________________________
___________________________________
PO Number: (Info needed on Invoice (PO or Job#) if required)
___________________________________
V. PD 06.01.2015-0048
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Docusign Envelope ID: C801B106-E693-4F08-8752-DF2C495963F4