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2013-25 BIS Digital ■ 11 ® Integrating Excellence TM Business Information Systems,Inc 1350 NE 56`h Street,Suite 300 W Ft.Lauderdale,FL 33334 Phone:(800)834-7674®Fax:(877)858-5611 • SUITEONE MEDIA SUPPLEMENTAL SERVICES AGREEMENT THIS SUPPLEMENTAL SERVICES AGREEMENT(the "Agreement") between SuiteOne Media, Inc ("SuiteOne") with its principal place of business at 4815 Ashford, Dunwoody, GA 30356, Business Information System Inc " IS") with its principal place of business at 1350 Northeast 56`h Street, Suite 300 Fort Lauder'.. -, FL 33334, an with its principal place of business a ,;vb. - ,, v- ,/',,,,,„ ("Customer") is r tk e effective as of ("Effective Date") This Agreement is a supplement to e "BIS Agreement" as described in the next p graph BIS CONTROLLING AGREEMENT The parties acknowledge and agree that this Agreement is supplemental to,made a part of,and incorporated into,that certain`BIS Quote Number ,dated ,between BIS and Customer(the "BIS Agreement") In the case of any inconsistency between the provisions of this Agreement and the BIS Agreement, the provisions of the BIS Agreement shall govern and control(this Agreement and the BIS Agreement may be collectively referred to herein as the"Agreements") In connection with the delivery of transcription services under the terms of the BIS Agreement,Customer desires to supplement such transcription services and, subject to the terms and conditions of the BIS Agreement, (a) contract with SuiteOne to administer streaming media and media content management services through a Managed Services solution,(b)engage SuiteOne to integrate its software with Client's existing website and (c) utilize the Liberty Meeting Record integration module from SuiteOne 1. OVERVIEW AND DEFINITIONS General This Agreement states the terms and conditions by which SuiteOne will deliver to Customer various services, supplemental and in conjunction with the services provided by BIS under the terms of the BIS Agreement,as described below 1 1 "Authorized User"means a designated employee or agent of Customer i 2 "Authorized Website"means a website owned or operated by or on behalf of Customer,for which SuiteOne has agreed to provide the Technology and various Services 1 4"Service(s)"means the specific service(s)provided by SuiteOne,including access to the Technology 1 5 "Technology" means the SuiteOne Internet based system for streaming media and managing media content, and may include software, and software tools, user interface designs, and,documentation, and any derivatives, improvements, enhancements or extensions thereof 1 5 "Content" means any or all, documents, graphics, video, graphics, audio and other content that is streamed or otherwise transmitted or provided by,or on behalf of customer to SuiteOne 2. DELIVERY OF SERVICES;TERM;FEES,PAYMENTS 2 1 Grant of License Subject to the terms and conditions of the Agreements,SuiteOne grants to Customer a non-exclusive,non- transferable,limited license to permit Authonzed Users of Customer to access and use the Service on the Authorized Website(s) identified in Schedule 1 2 2 Responsibilities Customer agrees to (a) maintain the Authorized Website(s) identified in Schedule 1, (b) procure and maintain all hardware, software and telecommunications equipment necessary to access the Service and transmit media content via the Internet, (c) agrees to provide SuiteOne with all information reasonably necessary to setup or establish Service on Customer's behalf,and(d)shall provide and maintain any and all materials necessary to reasonably inform all customers patrons where and when live audio and video streaming will take place at the customer locations 2 3 Payment Terms Customer shall pay all applicable fees for the Services in accordance with the terms and conditions set forth in the BIS Agreement 2 4 Term The term of this Agreement shall be coterminous with the term of the BiS Agreement. 3. INTELLECTUAL PROPERTY OWNERSHIP 3 1 Technology Ownership and Rights This Agreement does not transfer to Customer any ownership or proprietary rights in the Technology,and all right,title and interest in and to the Technology will remain solely with SuiteOne 1350 NE 56th Street Suite 300 m Fort Lauderdale, FL 33434 i Fax: (877) 858-5611 1 BIS Digital r e 11 ® Integrating Excellence TM Business Information Systems,Inc 1350 NE 56th Street,Suite 300®Ft.Lauderdale,FL 33334 Phone:(800)834-7674®Fax:(877)858-5611 3 2 Responsibility for Content The Customer shall have sole control and responsibility over the determination which data and information shall be included in the Content that is to be transmitted to SuiteOne The Customer shall not provide to SuiteOne or allow to be provided to SuiteOne any Content that (a) infringes or violates 3rd parties' Intellectual Property rights, nghts of publicity or nghts of privacy, (b) contains any-defamatory material, or (c) violates any federal, state, local, or foreign laws, regulations,or statutes 3 3 Content Ownership The Customer shall own all right, title, and interest in and to all Content on a worldwide basis, including, without limitation, all Intellectual Property'rights relating thereto, all and any content that is transmitted or made available to SuiteOne pursuant to this Agreement To the extent that any such Content is protected by copyright, such content shall be deemed to be"works for hire"under the copyright laws of the United States 4. LIMITED WARRANTY 4 1 Service Level SuiteOne will use commercially reasonable efforts to perform the Services in a manner consistent with applicable industry standards including,but not limited to 1) Maintain Service availability 24 hours a day,7 days a week, 2) Respond to Customer's requests for support dunng the hours of 7 00 AM to 7 OOPM CT, Monday through Friday and critical support requests 24 hours per day 4 2 SuiteOne expressly warrants that it has all legal nghts and entitlement to authonze, license or provide the Technology, or components thereof, to Customer, in accordance herewith and further agrees that it indemnify, hold harmless and defend Customer against any and all third party claims,or threats thereof, to include attorney fees and damages of any kind,related to Customer authorized use of the Technology or components thereof 4 3 No Other Warranty THE SERVICES ARE PROVIDED ON AN "AS IS" BASIS, AND CUSTOMER'S USE OF THE SERVICES IS AT ITS OWN RISK -BIS AND SUITEONE DO NOT MAKE, AND HEREBY DISCLAIM, ANY AND ALL OTHER EXPRESS AND/OR IMPLIED.WARRANTIES, INCLUDING, BUT NOT LIMITED TO, WARRANTIES AND MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND ANY`WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE OR TRADE PRACTICE BIS AND SUITEONE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE 5. LIMITATION OF LIABILITY 5 1 Damage to Customer BIS AND SUITEONE ASSUME NO LIABILITY FOR ANY DAMAGE TO, OR LOSS TO, CUSTOMER RESULTING FROM ANY CAUSE OTHER THAN THE WILLFUL OR RECKLESS MISCONDUCT OF BIS AND OR SUITEONE 5 2 Consequential Damages Waiver IN NO EVENT SHALL BIS OR SUITEONE BE LIABLE TO CUSTOMER FOR ANY TYPE OF INCIDENTAL, PUNITIVE, INDIRECT OR,CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO, LOST REVENUE, LOST PROFITS, REPLACEMENT GOODS, LOSS OF TECHNOLOGY, RIGHTS OR SERVICES, LOSS OF DATA, OR INTERRUPTION OR LOSS OF SERVICE OR EQUIPMENT, EVEN IF1 ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER ARISING UNDER THEORY OF CONTRACT, TORT (INCLUDING NEGLIGENCE),STRICT LIABILITY OR OTHERWISE 6. INDEMNIFICATION 6 1 Indemnification' Each Party, to the extent provided by law, agrees to fully indemnify and hold harmless the others for any and all costs, liabilities, losses, and expenses (including attorney's fees),resulting from any claim, suit, action, or proceeding brought by any third party arising from a party's(a) breach of any of its obligations or warranties, or(b)negligence or willful misconduct The liability of,BIS and SuiteOne hereunder is collectively expressly limited to the amount received under this Agreement Nothing herein shall act as or be construed to act as a waiver of any sovereign immunity that Customer may enjoy 7.TERMINATION OR CHANGE ORDER 7 1 Termination for Cause Any party may terminate this Agreement if the other party(ies) breaches any material term or condition of this Agreement and fails to cure such breach within sixty(60)days after receipt of written notice of the same If BIS or SuiteOne terminates for cause, all payments due and owing for the remainder of the Term will immediately be due If Customer terminates for cause,it shall be entitled to a refund of any prepaid service fees,or fees paid for service not received on a pro-rata basis 1350 NE 56`h Street-Suite 300 0 Fort Lauderdale, FL 33434 0 Fax: (877) 858-5611 BIS Digital ► e 11 Integrating Excellence TM Business Information Systems,Inc 1350 NE 56th Street,Suite 300 m Ft.Lauderdale,FL 33334 Phone:(800)834-7674 Ill Fax:(877)858-5611 7 2 Termination Without Cause Any party may terminate this Agreement without cause providing that the terminating party gives the other party(ies)sixty(60)day's written notice prior to termination Should Customer terminate without cause after the first date of the term as defined in Schedule 1, Customer must pay the balance of the current contracted term Should BIS or SuiteOne terminate without cause,Customer has no obligation for payment 7 3 Termination for Bankruptcy Any party may terminate this Agreement immediately if(a) the other party(ies) becomes the subject of a voluntary petition in bankruptcy or any voluntary proceeding relating to insolvency, receivership, liquidation, or composition for the benefit of creditors,or(b)the other party(ies) becomes the subject of an involuntary petition in bankruptcy or any involuntary proceeding relating to insolvency,receivership,liquidation,or composition for the benefit of creditors,if such petition or proceeding is not dismissed within thirty(30)days of filing 7 4 Effect of Termination Upon the effective date of expiration,cancellation or termination of this Agreement(a)SuiteOne will immediately cease providing the Service(s), and (b) any and all payment obligations of the Customer through the termination, depending upon cause or without cause, as defined above, will immediately become due, and (c) return or make available all customer content within forty-five(45)days 7 5 Survival The following provisions will survive any expiration or termination of the Agreement Sections 3 (Intellectual Property Ownership),5(Limitation of Liability),6(Indemnification),9(Confidentiality)and 10(Miscellaneous) 8. USE 8 1 Acceptable Use Customer represents and warrants that the Technology and Services will only be used for lawful purposes, and in accordance with reasonable operating rules policies,terms and conditions and procedures 8 2 Restrictions on Use Customer represents and warrants that Customer and its Authorized Users will not (a) sell, lease, distribute, license or sublicense the Technology or Services, (b) modify, change, alter, translate, create derivative works from, reverse engineer,disassemble or decompile the Technology or Services in any way for any reason,(c)provide,disclose,divulge or make available to,or permit use of the Technology or Services by,any third party,(d)copy or reproduce all or any part of the Technology or Services(except as expressly provided for herein), (e) interfere, or attempt to interfere, with the Technology or Services in any way, (f) introduce into or transmit through the Technology or Services any virus, worm, trap door,back door, timer, clock, counter or other limiting routine, instruction or design, (g) remove, obscure or alter any copyright notice, trademarks,logos or other propnetary rights notices affixed to or contained within the Technology or Services, or(h)engage in or allow any action involving the Technology or Services that is inconsistent with the terms and conditions of this Agreement 8 3 Withdrawal of Access BIS and/or SuiteOne may, upon misuse of the program, misconduct, secunty breaches or grossly improper use of the Customer data, instruct Customer to terminate access to any Authonzed User or individual and Customer agrees to promptly comply with such instruction 9.CONFIDENTIALITY 9 1 SuiteOne Information Customer acknowledges that the Technology and Services contain valuable trade secrets, which are the sole property of SuiteOne, and Customer agrees to use reasonable care to prevent other parties from learning of these trade secrets Customer will take all reasonable steps to prevent the unauthorized access to the Technology and Services 9 2 Customer Information BIS and SuiteOne acknowledge that Customer's database may contain valuable trade secrets,which are the sole property of Customer To the extent that BIS and/or SuiteOne becomes aware of the content of a Customer database, BIS and SuiteOne agree to use reasonable care to prevent other parties from learning of these trade secrets, provided BIS and SuiteOne may disclose such trade secrets to affiliates,agents and other third parties,including counsel and regulators,on a need- to-know basis,so long as such parties agree to maintain the confidentiality of such information 9 3 Exceptions The obligations of this Section 9 shall not apply to any information that(a)is now,or hereafter becomes,through no act or failure to act on the part of receiving party(the"Receiver"),generally known or available,(b)is known by the Receiver at the time of receiving such information,as evidenced by the Receiver's records,(c)is hereafter furnished to the Receiver by a third party, as a matter of right and without restriction on disclosure; (d) is independently developed by the Receiver without reference to or use of the disclosing party's information,or(e)is required to be disclosed by law,provided that the party to whom the information belongs is given prior written notice of any such proposed disclosure 10. MISCELLANEOUS PROVISIONS 10 1 Force Majeure None of BIS, SuiteOne, their suppliers nor Customer will be liable for any failure or delay in its performance under this Agreement due to any cause beyond its reasonable control, including acts of war, acts of God, 1350 NE 56th Street ''Suite 300 D Fort Lauderdale, FL 33434 D Fax: (877) 858-5611 BIS Digital • ► G Integrating Excellence TM Business Information Systems,Inc 1350 NE 56th Street,Suite 300E1 Ft.Lauderdale,FL 33334 Phone:(800)834-7674 lI Fax:(877)858-5611 earthquake, flood, embargo, not, sabotage, labor shortage or dispute, governmental act or failure of the Internet (not resulting' from the negligence or willful misconduct of BIS or SuiteOne), provided that the delayed party (a) gives the other party(ies) prompt-notice of such cause, and (b) uses its reasonable commercial efforts to promptly correct such failure or delay in performance If SuiteOne is unable to provide Service(s)for a period'of thirty(30)consecutive'days as a result of a continuing force majeure event,Customer may cancel the Service(s)without penalty 10 2 Governing Law This Agreement is made under and will be governed by and construed in accordance with the laws of the State of Flonda 10 3 Severabihty In the event any provision of this Agreement is held to be contrary to the law,the remaining provisions of this Agreement will remain in full force and effect 10 4 Assignment BIS and/or SuiteOne may assign their rights and obligations under this Agreement,in whole or in part,to any entity,including their supplier(s) Customer may not assign this Agreement,in whole or in part,without the prior written consent of BIS and of SulteOne,which consents will not be unreasonably withheld 10 5 Notice Any notice or communication required or permitted to be given hereunder shall be made in writing and may be delivered by hand, deposited with an overnight couner, sent by email,conformed facsimile,or mailed by registered or certified mail, receipt requested,-postage prepaid Such notices shall be deemed made when delivered to the applicable party's representative as provided in this Agreement 10 6 Relationship of Parties BIS,SuiteOne and Customer are independent contractors and this Agreement will not establish any relationship of partnership,joint venture, employment,franchise or agency between BIS and SuiteOne and Customer None of BIS, SuiteOne nor Customer will have the power to bind the others or incur obligations on the others' behalf without the other party(ies)prior written consent(s),except as otherwise expressly provided within 10 7 Waiver The waiver or failure of any party to exercise in any respect any right provided for in this Agreement shall not be deemed a waive+of any further right under this Agreement 10 8 Entire Agreement, Counterparts, Originals This Agreement including all documents incorporated herein by reference constitutes the complete and exclusive agreement between the parties with respect to the subject matter hereof 11. ACCEPTANCE Authorized representatives of Customer, BIS and SuiteOne have read the foregoing and all documents incorporated therein and agree and accept such terms effective as of the date first written above Customer: r ief • . 111101W-W10 Signature .r!!`y%" Print Name /51/1 C)/CL '• /&l /e/ Title / � or Date `—( — 3-2013 OSurTEONE BIS SuiteOne Media,Inc. Minn Business Information Systems,Inc. Signature Signature Print Name Doug Shumway Print Name Steve Coldren Title Chief-Operating f Officer Title President ‘-//Z/f / ? Date Z?/ �3 Date • -- •• • • • - • .I•, FL 33434 a F.-. (877) 858-5611 BIS Digital ■ I1 ® Integrating Excellence TM Business Information Systems,Inc 1350 NE 56`h Street,Suite 300•Ft.Lauderdale,FL 33334 Phone:(800)834-7674•Fax:(877)858-5611 Order Summary Date Tuesday,April 23, 2013 Quote Number Q-8006673-4.23.2013 Account Name City of Clermont(FL) Total(Excluding Sales Tax) $9,360.00 Terms and Conditions Effective Period This proposal is a firm offer for 30 days from quote date Tuesday,April 23,2013 Tax Status Sales tax will be added to invoice unless Tax Exempt Form is on file with BIS Digital Payment Terms Deposit. All orders above$5,000 require a 50%deposit.Once the order and deposit is confirmed {received} by BIS Digital,scheduling of the installation/and shipment of goods will occur Balance:The remaining balance is to be paid on the completion of the installation (delivery of goods at customer site} Restocking Fee 20%restocking fee will be charged for all cancelled orders Site Preparation Customer is required to supply all conduit and cable pulls not listed on this quote Customer will be responsible for any additional winng or installation supplies needed during installation Training BIS Digital will provide full training of all system users per agreed training schedule Limited Warranty All BIS supplied new systems(Hardware&Software)are covered for 90 days following date of installation/delivery.Warranty does not cover On-Site Technical Support, Shipping costs,or DCR2 Software upgrades(See Software Assurance below) Software Assurance Annual DCR Software Assurance Subscription entitles user to all bug fixes and annual updates for DCR2 Software during the term at a cost of$300 per license/year SuiteOne Warranty If selected by customer,Live Streaming Media Service&On-Demand Media Content Agreement Service shall be provided by SuiteOne Media,Inc,subject to the terms of the separate SuiteOne Media Supplemental Services Agreement incorporated into this Quote upon full execution by the parties. Please refer to the SuiteOne Media Supplemental Services Agreement for additional information regarding this optional service This signature and Purchase Order number states acceptance to the above price,terms and conditions,authorizing BIS Digital,Inc to order,install and bill for the above equipment * Accepted by: ]Q( (eve (.. (-c:;( ( .. Ai r c e Name Title J L1 - 2_3- o13 ature Date * Accounts Payable Information *Required for order to be processed* A/P Contact: Name Phone Number Email Address Fax# Is a Purchase Order required for processing? P.O# 1350 NE 56th Street"'Suite 300 • Fort Lauderdale, FL 33434 • Fax: (877)858-5611 BIS Digital ► C It ® Integrating Excellence TM Business Information Systems,Inc 1350 NE 561h Street,Suite 300•Ft Lauderdale,FL 33334 Phone (800)834-7674•Fax (877)858 5611 Date Tuesday, April 23, 2013 Quote Number Q-8006673-4 23 2013 Sales Consultant Jordan Dozier (800) 834-7674 ext 4524 /Jordan dozier @bisdigital corn Primary Contact Tracy Ackroyd, City Clerk 685 W Montrose Street 2nd Floor P O Box 120219 Clermont, Fl 34712-0219 (352) 241-7332 /(352) 394-4081 (Fax) tackroyd @clermontfl org (Email) Billing Address City of Clermont(FL) /A-1000184 685 W Montrose Street Clermont, FL 34711 Shipping Address Same Users To Train All Wiring Required Yes Installation Notes BIS to provide SIT of Below mentioned Products Item Code Qty Unit Price Total Price Hosted Agenda Management Annual AH-UA 1 $6,000 00 $6,000 00 Subscription Enterprise(Unlimited Agenda Types)- **Renewal is$5,000 00** Agenda Hosting -Custom Design& AH-CPD 1 $3,000 00 $3,000 00 Implementation DCR to DCR2 Conversion(2ch) *End user DCR-DCR2- 1 $360 00 $360 00 must have existing SAS and MNT Contract 2ch Sales Tax Rate 0% Total (Excluding Sales Tax) $9,360 00 1350 NE 56th Street"'Suite 300 • Fort Lauderdale, FL 33434 • Fax: (877) 858-5611 arB s BUSINESS INFORMATION SYSTEM, INC. 1350 N.E.56th Street,Suite 300 Ft.Lauderdale,FL. 33334 Attn:Tracy Ackroyd City of Clermont 685 W. Montrose Street Clermont, FL 34711 Boardsync Agenda Management Announcement Please read the attached letter regarding your Boardsync Agenda Management Subscription from BIS • Digital, Inc. Boardsync, a BIS Digital, Inc software and hostingprovider has been acquired by CivicPlus, a leading provider of Local Government technology products. The attached document will give you important information on this transaction. We look forward to managing this change successfully with you our customers and will do everything possible to keep your services performing properly. If you have any questions or concerns that you would like to discuss after reading the attached please give me a call. As always,we appreciate your business. Best regards, 4"4,: IS • Steve Coldren CEO / President Business Information Systems, Inc. 1350 N.E. 56th Street, Suite 300 , Ft. Lauderdale, FL. 33334 800.834.7674 Ext. 4504 I bisdigital.com I "Capture the Record" • SALES:(800)834-76741 sales@bisdigital.com I SUPPORT:(800)715-1234 I supportAbisdigital.com Sir i BUSINESS INFORMATION SYSTEM,INC. 1350 N.E.56th Street,Suite 300 Ft. Lauderdale, FL. 33334 Important Notice to BIS Customers who have subscribed to the Boardsync Agenda Management Software Products (Affective October 15, 2017) Boardsync (Developer and Provider) has merged with CivicPlus, a national leader in government website design. • CivicPlus not only acquired Boardsync Agenda Management software, but has also added all Boardsync employees. What does".this mean for our BIS Digital Customers who are currently under a Boardsync/BIS agreement? 1. ,SUPPORT SERVICES Since this will be a new product for CivicPlus and current Boardsync employees will now become CivicPlus employees,this will be a smooth transition. However,there will be some changes in the way you receive support. Currently,you call BIS Support and we triage the calls in concert with the Boardsync Staff. You can continue to call BIS Digital however wewill begindirecting you to the CivicPlus(Boardsync)group for all support. Also, effective immediately, the primary administrators of BoardSync will have direct access to support via live chat built into the system. If you need to add additional users with access to BoardSync support please contact them directly. 2. CONTRACT BILLING Current) all BIS Digital Customers have a Joint Services Contract with BIS Digital and Boardsync. All these contracts will Y, g g --be renewed-upon expiration by CivicPlus. Many of BIS Digital Customers have a contract that includes both Boardsync Agenda Management Subscriptions and BIS Digital AV products and services. These customers will now have two renewals instead of one. BIS Digital will issue a standard Service and Support Agreement but_without the'Boardsync Agenda Management Subscriptions. BIS Digital and CivicPlus accounting departments will managethis change and d will provide advance copies of these renewals to our customers so they can make their adjustments. BIS Digital believes that this change will be a benefit to all those affected due to the reputation of CivicPlus' customer service. The size (250 employees)and financial strength of CivicPlus($25+ Million Annual Sales) and experience of 20 SALES:(800)834-7674 I sales@bisdigital.com I SUPPORT:(800)715-1234 I support(abisdigital.com air TOW 1 BUSINESS INFORMATION SYSTEM, INC. 1350 N.E.56th Street,Suite 300 Ft. Lauderdale, FL. 33334 years should allow Boardsync Agenda Management Products to quickly respond to the changing needs of today's local governments. 3. Important Contact Information (Regarding these Changes): BIS Digital, Inc. Technical Services Director Damian Biltres 800-824-7674 x4513 damian.biltres@bisdigital.com Contracts Manager Diane Corzo 800-834-7674 x4523 diane.corzo@bisdigital.com CivicPlus General Manager of CivicClerk Doug Shumway: 678-250-5235 (Direct Line) dshumway@boardsync.com or Shumway@civicplus.com SALES:(800)834-76741 sales@bisdigital.com I SUPPORT:(800)715-1234 I support0,bisdigital.com CIVICPLUS® November 2, 2017 City of Clermont 685 W.Montrose Street Clermont, FL 34711 Re: CivicClerk©Contract Assignment for City of Clermont Dear Tracy Ackroyd: - On behalf of our CivicPlus family, I would like to welcome you to CivicPlus and thank you for your business. Our acquisition of BoardSync, now proudly CivicClerk, represents an exciting opportunity to offer you an even stronger meeting and agenda management solution along with our integrated suite of technology solutions developed exclusively for local government. Please notethatas part of this acquisition, CivicPlus and BIS have reached an agreement to assign its rights and,delegated the performance of its duties as outlined in your original contract, dated May 23, 2013, to CivicPlus. We are confident that you will not only continue to receive the exceptional service and technical-innovation you are accustomed to from BIS and BoardSync,but that you will soon value your place in our CivicPlus family. Please direct all future payments and inquiries related to your newly assigned CivicClerk contract to CivicPlus at the address below. In addition, your new CivicClerk account manager will be contacting.you within the next 30 days to further welcome you and answer any questions you may have. In the interim, please feel,free to contact accountmanagement@civicplus.com for account specific-questions. For product tutorials and guides,-please visit our CivicPlus Help Center at www.civicplus.help. Again, thank youfor your business. We look forward to working with you. Sincerely, CIVICPLUS, INC. By: 6 _,Z.7, Brian Rempe, President 302 5.4th Street I Manhattan, KS 66502 1888.228.2233 I www.civicplus.com C Form W-9 Request for Taxpayer Give Form to the r(Rev.December 2014) Identification Number and Certification send to the IRS.not Department of the Treasury send to Internal Revenue Service 1 Name(as shown on your income tax return).Name is required on this line;do not leave this line blank. CivicPlus,Inc. 2 Business name/disregarded entity name,if different from above o, Icon Enterprises, Inc.,ePowered Schools, REC1,and BoardSync co a 3 Check appropriate box for federal tax classification:check only one of the following seven boxes: 4 Exemptions(codes apply only to certain entities,not individuals;see 0 ❑IndividuaVsole proprietor or ❑ C Corporation S Corporation ❑ Partnership ❑Trust/estate instructions on page 3): a c single-member LLC Exempt payee code(if any) Za LiLimited liability company.Enter the tax classification(C=C corporation,S=S corporation,P=partnership)► 2 Note.For a single-member LLC that is disregarded,do not check LLC;check the appropriate box in the line above for Exemption from FATCA reporting tthe tax classification of the single-member owner. code(if any) C C aLi Other(see instructions)P• (Apples to accounts mnrnlnined oum&the US.)V != 5 Address(number,street,and apt.or suite no.) Requester's name and address(optional) a 302 South 4th Street,Suite 500 to 6 City,state,and ZIP code co Manhattan, KS 66502 7 List account number(s)here(optional) Part I Taxpayer Identification Number(TIN) Enter your TIN in the appropriate box.The TIN provided must match the name given on line 1 to avoid l Social security number backup withholding.For individuals,this is generally your social security number(SSN).However,for a resident alien,sole proprietor,or disregarded entity,see the Part I instructions on page 3.For other - - entities,it is your employer identification number(EIN).If you do not have a number,see How to get a TIN on page 3. or Note.If the account is in more than one name,see the instructions for line 1 and the chart on page 4 for I Employer identification number guidelines on whose number to enter. 4 8 — 1 2 0 2 1 0 4 Part II Certification Under penalties of perjury,I certify that: 1. The number shown on this form is my correct taxpayer identification number(or I am waiting for a number to be issued to me);and 2. I am not subject to backup withholding because:(a)I am exempt from backup withholding,or(b)I have not been notified by the Internal Revenue Service(IRS)that I am subject to backup withholding as a result of a failure to report all interest or dividends,or(c)the IRS has notified me that I am no longer subject to backup withholding;and 3. I am a U.S.citizen or other U.S.person(defined below);and 4.The FATCA code(s)entered on this form(if any)indicating that I am exempt from FATCA reporting is correct. Certification instructions.You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return.For real estate transactions,item 2 does not apply.For mortgage interest paid,acquisition or abandonment of secured property,cancellation of debt,contributions to an individual retirement arrangement(IRA),and generally,payments other than interest and dividends,you are not required to sign the certification,but you must provide your correct TIN.See the instructions on page 3. Sign Signature of J / Here U.S.person► ry Date► /f� /Z//? General Instructions •Form 1098(home mortgage interest),1098-E(student loan interest),1098-T (tuition) Section references are to the Internal Revenue Code unless otherwise noted. •Form 1099-C(canceled debt) Future developments.Information about developments affecting Form W-9(such •Form 1099-A(acquisition or abandonment of secured property) as legislation enacted after we release it)is at www.irs.gov/fw9. Use Form W-9 only if you are a U.S.person(including a resident alien),to Purpose of Form provide your correct TIN. An individual or entity(Form W-9 requester)who is required to file an information If you do not return Form W-9 to the requester with a TIN,you might be subject return with the IRS must obtain your correct taxpayer identification number(TIN) to backup withholding.See What is backup withholding?on page 2. which may be your social security number(SSN),individual taxpayer identification By signing the filled-out form,you: number(ITIN),adoption taxpayer identification number(ATIN),or employer 1.Certify that the TIN you are giving is correct(or you are waiting for a number identification number(EIN),to report on an information return the amount paid to to be issued). you,or other amount reportable on an information return.Examples of information returns include,but are not limited to,the following: 2.Certify that you are not subject to backup withholding,or •Form 1099-INT(interest earned or paid) 3.Claim exemption from backup withholding if you are a U.S.exempt payee.If •Form 1099-DIV(dividends,including those from stocks or mutual funds) applicable,you are also certifying that as a U.S.person,your allocable share of any partnership income from a U.S.trade or business is not subject to the •Form 1099-MISC(various types of income,prizes,awards,or gross proceeds) withholding tax on foreign partners'share of effectively connected income,and •Form 1099-B(stock or mutual fund sales and certain other transactions by 4.Certify that FATCA code(s)entered on this form(if any)indicating that you are brokers) exempt from the FATCA reporting.is correct.See What is FATCA reporting?on •Form 1099-S(proceeds from real estate transactions) page 2 for further information. •Form 1099-K(merchant card and third party network transactions) Cat.No.10231X Form W-9(Rev.12-2014)