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General Terms
Each document provided to CivicPlus by the Customer for processing should be its own individual file, named by its ordinance number. The Customer should send in all documents to CivicPlus as Microsoft Word versions or a convertible PDF version. A “Materials Processing Fee” will be assessed during material processing in the event documents and/or materials sent in are not in the requested usable formats and CivicPlus must assign for conversion.
The Customer 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 Statement of Work ("SOW"). CivicPlus shall not begin work on the Services until all necessary documentation, materials, of a general and permanent nature and in a useable format (MS WORD or editable PDF), and communication are received. 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 Customer
CivicPlus shall not permanently retain prior versions of the legal Code or any other work product.
Additional services, including but not limited to, additional labor required because of delays, errors or omissions on the part of the Customer, may be purchased upon mutual written agreement between the parties.
The Parties agree that the indemnification covenants at Section 15 of the Master Services Agreement ("MSA") shall not apply to public interpretation of Legal Code or Work Product. CivicPlus shall not be responsible for the legal sufficiency or copyright infringement of any material initially or subsequently published.
The Customer acknowledges that CivicPlus may provide legal analysis through the Services. Unless indicated otherwise, information sent via Internet email or through websites cannot be guaranteed to be confidential. The Customer further acknowledges that any legal analysis provided by CivicPlus is provided to the Customer’s legal counsel for their use and direction and is not intended to be legal advice nor is it intended to substitute for the advice or services of an attorney. The Customer agrees the services provided for herein do not review Legal Codes for legal sufficiency, draw legal conclusions, provide legal advice, opinions, or recommendations about the Customer’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. CivicPlus 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. Additionally, no attorney-client relationship can be established under this SOW.
Codification / Recodification
Codification Services shall Include: Pages with single column and 10-point font unless otherwise listed in the applicable SOW; receipt, review, and organization of materials; Legal analysis and research by a full-time CivicPlus attorney; Preparation of a legal memorandum by a CivicPlus attorney (the “Legal Memorandum”); 3-hour Teleconference with attorney (additional time billed at $150/hr); Implementation of approved legal findings; one draft copy of code with approved changes (“Proofs”); Updating State Law references; Editorial preparation, proofreading, and page formatting; Indexing; Tables; graphics and tabular matter; Final proofreading and corrections; Quality control review and printing – an amount of printed copies set forth in the line items above, to include 3-post stamped binder and tabs; and Sample adopting ordinance prepared by a CivicPlus attorney.
“Tables” shall include: supplement history table, code comparative table, and ordinance history table. An additional hourly charge shall be assessed for the creation, modification, addition or updating of any table or schedule other than those enumerated herein.
Codification Services do NOT include: freight; state sales tax; or any annual recurring services.
The Customer understands and agrees that the Total Investment for Codification Services may be increased by: the addition of legislation or materials; pages over the amount of pages with columns and font size listed in the line items of the applicable SOW, which may be added at the per page rate agreed upon by the Parties based on column and font size listed above; or excessive delay in completing the conference with CivicPlus attorneys. Legislation added to the project must be approved and received prior to the cutoff date established by the parties. Following the delivery of the final code draft for the Customer proofing (the “Proof”), any extensive changes requested in the Proof content, and/ or any material added to the Proof that was not previously contemplated by the parties, will be subject to an additional “Proof Update” fee. Proofs not returned within 45 days may be subject to a Proof Update fee.
Adhering to an established schedule of deadlines is critical to the success of this project and will ensure the contents of the Legal Memorandum remain current and complete at the time the final code is adopted and republished (the “Code”). To ensure a successful project completion, it’s important that a conference between the parties is held to discuss the findings of the Legal Memorandum within 45 days of its receipt. If the conference is not completed within 90 days of receipt of the Legal Memorandum due to any delay caused by the Customer, additional fees may apply. The subsequent Proof CivicPlus provides will be returned within 45 days with any revisions noted. If the Proof is not returned within 45 days, additional update fees may apply. The Customer acknowledges CivicPlus reserves the right to ship and close out any project if no feedback to the Proof is received within 45 days.
Supplements
Supplement Services do NOT include:
- Additional copies, reprints, binders, and tab orders;
- Documents that contain: multiple tables, graphics, unique formatting requirements, or any other form-based code requirements;
- Documents drafted in a template layout or publishing design software application, including without limitation InDesign, or that contain form-based code requirements, are subject to additional editorial fees;
- 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.
In the event the Customer wishes to increase its Supplement Updates frequency, the Customer will notify CivicPlus and the parties shall agree in writing on the price and frequency, such amount to be prorated from the time of purchase to align with the Customer’s renewal date. The Customer shall provide CivicPlus with written notice, email is sufficient, of its intent to increase its supplement updates frequency Rush Supplement requests will be assessed an additional one-time fee.
Republication / Conversion
Total Investment Initial Term set forth in the applicable SOW assumes CivicPlus can rely upon the version of the Customer’s code (“the Code”) furnished and it is in an editable, electronic format. Conversion will take approximately 90 to 120 days upon receipt of all required materials.
The Conversion services do NOT include:
- renumbering, reorganizing the structure of the Code, or legally reviewing the Code content;
- additional ordinances added to the project;
- state sales tax, or any annual recurring services;
- freight, color printing, subsection linking and linking to tables, and internal cross-reference review.
The Customer understands and agrees that the Total Investment Initial Term for the Service set forth in the applicable SOW may be increased by the addition of legislation or materials, which may be added at the agreed upon per page rate. Unless noted otherwise in line items on the applicable SOW, pages will be printed with single columns and 10-point font size. Additional legislation added to the Services must be approved and received by CivicPlus prior to the cutoff date established by the parties.
Following the delivery of the final code draft for the Customer proofing (the “Proof”), any extensive changes requested in the Proof content, and/or any material added to the Proof that was not previously contemplated by the parties, will be subject to an additional “Proof Update” fee. Proofs not returned within 45 days may be subject to a Proof Update fee.
Legal Review
The Services include legal review of the Customer’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. CivicPlus 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 the Customer’s receipt of the Legal Memorandum, the Customer may purchase an optional conference, via telephone or webinar, to review the Legal Memorandum and CivicPlus's recommendations, to be billed at $150/hour, this excludes implementation of any recommendations
Ohio Revised Code (OCR) Review
CivicPlus will review the Traffic (Title XLV) and Criminal (Title XXIX) portions of the Ohio Revised Code (ORC) against related sections of the Traffic and Offenses chapters of the Customer's code. Sample Traffic and Offenses ordinances provided for review and adoption. Code material not related to ORC Traffic and Criminal regulations are not included and will not be reviewed.
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