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Home My WebLink AboutR-2025-192 CivicPlus Addendum to MSA and SOWRESOLUTION NO. 2025-192 A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF DANIA BEACH, FLORIDA, APPROVING AN ADDENDUM TO THE MASTER SERVICES AGREEMENT AND STATEMENT OF WORK WITH CIVICPLUS, LLC, TO INCORPORATE ADDITIONAL SECURITY, GOVERNING LAW, PUBLIC RECORDS, BRANDING, AND CONTRACT UPDATE RESTRICTIONS; PROVIDING FOR CONFLICTS; FURTHER, PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, on December 12, 2023, the City Commission approved Resolution No. 2023- 157, authorizing a sole source purchase from CivicPlus, LLC for CivicEngage Evolve municipal website redesign, implementation, hosting, and related services under a multi-year agreement; and WHEREAS, CivicPlus, LLC and the City have continued their contractual relationship under a Master Services Agreement (“MSA”) and Statement of Work (“SOW”), including the CivicEngage, CivicClerk, and related software platforms; and WHEREAS, the City and CivicPlus desire to execute an Addendum to the MSA and SOW to incorporate additional terms necessary for compliance with Florida law, including data security requirements, Florida public records obligations, Florida governing law and venue, and limitations on unilateral contract modifications; and WHEREAS, the Addendum adds Section 49 requiring CivicPlus to provide 48-hour notice of any security breach involving City data and comply with §501.171, Florida Statutes; and WHEREAS, the Addendum adds Section 50 providing that the Agreement shall be governed by the laws of the State of Florida and that venue for any action shall lie exclusively in Broward County, Florida; and WHEREAS, the Addendum adds Section 51 requiring CivicPlus to comply with all Florida public records requirements, including §119.0701, Florida Statutes; and WHEREAS, the Addendum amends MSA Section 31 to require City approval before CivicPlus may display the City’s name or logo, and prohibits any press release regarding the relationship without prior approval of the non-issuing party; and WHEREAS, the Addendum amends MSA Section 48 to prohibit CivicPlus from implementing any material contractual changes, including updates to its online terms, without prior City Commission approval and written acceptance by the City; and 2 RESOLUTION #2023-192 WHEREAS, the City Commission finds that approval of the Addendum is in the best interests of the City and necessary to ensure statutory compliance, data protection, control over branding and communications, and maintenance of negotiated contract terms. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF DANIA BEACH, FLORIDA: Section 1. The above “Whereas” clauses are ratified and confirmed as true and correct and are incorporated herein as the legislative findings of the City Commission. Section 2. The City Commission hereby approves the Addendum to the Master Services Agreement and Statement of Work with CivicPlus, LLC, attached hereto and incorporated as Exhibit “A”, including the additions and amendments described therein (Sections 49–51, and amendments to MSA §§31 and 48). Section 3. All resolutions or parts of resolutions in conflict with this Resolution are hereby repealed to the extent of such conflict. Section 4. This Resolution shall take effect ten (10) days after its passage and adoption. PASSED AND ADOPTED on December 9, 2025. Motion by Commissioner Lewellen, second by Vice Mayor Salvino. FINAL VOTE ON ADOPTION: Unanimous X Yes No Commissioner Lori Lewellen ____ ____ Commissioner Luis Rimoli ____ ____ Commissioner Archibald J. Ryan IV ____ ____ Vice Mayor Marco Salvino ____ ____ Mayor Joyce L. Davis ____ ____ SIGNATURES ON THE FOLLOWING PAGE 3 RESOLUTION #2023-192 ATTEST: ELORA RIERA, MMC JOYCE L. DAVIS CITY CLERK MAYOR APPROVED AS TO FORM AND CORRECTNESS: EVE A. BOUTSIS CITY ATTORNEY Addendum to the Agreements by and between CivicPlus, LLC and Dania Beach, FL 1 Addendum to Master Services Agreement Master Service Agreement and Statement of Work Addendum THIS Master Services Agreement and Statement of Work Addendum (“Addendum”) hereby sets forth the (i) additional terms and conditions applicable to the Master Services Agreement, found at: https://www.civicplus.help/hc/en-us/p/legal-stuff, and/or Statement of Work (“Agreements”) and/or (ii) amendments to specific provisions of the terms and conditions which exist in the Agreements (collectively, the “Special Terms”), as described below, as agreed upon by CivicPlus and Dania Beach, FL. The Special Terms shall be deemed to amend, modify, supplement, replace and/or supersede (as applicable) any inconsistent provisions of the Agreements, to the extent of the inconsistency. ALL TERMS AND CONDITIONS OF THE AGREEMENTS NOT EXPRESSLEY MODIFIED HEREIN SHALL REMAIN IN FULL FORCE AND EFFECT. Capitalized terms used and not defined herein shall have the meanings assigned to them in the Agreements (to which this Addendum is attached and incorporated). 1. ADDITIONAL SECTIONS 49. In the event of a security breach involving City data, CivicPlus shall notify the City Manager and City Attorney within 48 hours and comply with §501.171, F.S., including coordination of any required notice to affected individuals. 50. This Agreement shall be governed by the laws of the State of Florida, and any legal action related to the performance or interpretation of this Agreement shall be filed in Broward County, FL. 51. Public Records. During the lifetime of the Agreement, CivicPlus shall comply with Chapter 119, Florida Statutes, and §119.0701, Florida Statutes. CivicPlus shall keep and maintain public records required to perform the services and shall provide such records to the City upon request in a reasonable time and manner at no more than the cost allowed by law. Upon termination of the Agreement, CivicPlus shall transfer all public records relating to the Agreement to the City. CivicPlus may charge reasonable fees consistent with §119.07(4)(d), Florida Statutes, for extensive use of resources required to respond to public records requests. If CivicPlus fails to provide records, the City may terminate the Agreement and CivicPlus may be subject to penalties under Florida law. IF CIVICPLUS HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO ITS DUTY TO PROVIDE PUBLIC RECORDS, IT MUST CONTACT THE CITY CLERK, CITY OF DANIA BEACH, 100 W. DANIA BEACH BLVD., DANIA BEACH, FL 33004; (954) 924-6800 2. AMENDMENTS The terms and conditions of the Agreement are hereby amended as follows: Document and Section Amended Language MSA § 31 Customer hereby authorizes CivicPlus to include CivicPlus’s name and logo inconspicuously within the Customer’s instance of the Services, with Customer’s approval. Customer may publicly refer to itself as a customer of the CivicPlus Services, including on Customer's website and in sales presentations. Notwithstanding the foregoing, each Party hereby grants the other a limited, worldwide, license to use the other’s logo in conformance with such Party’s trademark usage guidelines and solely for the purposes of providing the Services. Use of logo requires city commission authorization. In no event will either Party issue a press release publicly announcing this relationship without the approval of the other Party, such approval not to be unreasonably withheld. MSA § 48 Due to the rapidly changing nature of software as a service and digital communications, CivicPlus may unilaterally update this Agreement from time to time. In the event CivicPlus believes such change is a material alteration of the terms herein, CivicPlus will provide Customer with written notice describing such change via email or through its website. Such change shall not be implemented without City Commission approval, and which Customer must notify CivicPlus of its objection or acceptance within a reasonable time following receipt of notice of such update. Addendum to the Agreements by and between CivicPlus, LLC and Dania Beach, FL 2 Addendum to Master Services Agreement Acceptance IN WITNESS WHEREOF, the Parties have caused this Addendum to be executed by their duly authorized representatives as of the dates below. Customer CivicPlus By: By: Name: Name: Title: Title: Date: Date: