HomeMy WebLinkAbout2015 - Master AgreementMASTER AGREEMENT FOR
SOFTWARE LICENCES and PROFESSIONAL SERVICES
This Agreement is entered into effective as of: January 28, 2015 ClEffective Date")
By and Between
And
CLIENT
CLEAR VILLAGE INC.
City of Sebastian
1276 Minnesota Ave
1225 Main Street
Winter Park, Florida 32789
Sebastian, FL 32958
( .CVI")
("CLIENT")
Attention: David Loeb.
Attention:
Phone: (407) 951-8038
Phone: ( ) '
Fax: ( 1
e-mail:
Whereas CLIENT is a governmental body charged and empowered with the responsibilities to properly manage and
maintain the duties in accordance with the its charter in accordance with the Laws of the State of Florida; and
Whereas CVI is a computer software developer and IT services company and hardware reseller experienced in the
installation and implementation of software used by the local and county governments to manage their operations
and provide public services; and Whereas CLIENT desires that CVI configure and install the software and services
defined in the Scope of Work ('SOW") hereunder in accordance with CVI's standard procedures and practices; and
Whereas CVI has agreed to proceed with the installation and to provide the services as defined in the "SOW';
Therefore in consideration of these recitals and mutual promises and agreements hereinafter set forth,
the parties agree as follows:
1. DEFINITIONS.
"Deliverables" means the list of software
licenses, hardware, software and tasks to be provided
as identified in the "SOW":
"Documentation" means the user
documentation necessary to instruct users in the
efficient use and operation of the Software and all of its
features, and the technical documentation necessary to
maintain, support, and enhance the Software, all
written according to generally accepted industry
standards.
"CPI" means the consumer price index as
published by the Federal Government.
"Scope of Worle' and "SOW" Means the list
of activities, responsibilities and deliverables as
defined in Work Plan
"Proprietary Rights" means all patents,
patent applications and rights to file same, -copyrights,
trademarks, trade secrets,' know how and all other
intellectual property and proprietary rights of any kind.
ORL 297,898,905x5 5-31-11
"Services" means all work necessary to
perform the services described in this Agreement and
to develop the Deliverables to be provided by Clear
Village under this Agreement, including, but not
limited to, consulting, analysis, design, programming,
testing, conversion, Installation, implementation,
demonstrations, maintenance, and support services.
"Software" or "Licensed Software" means
the computer software, in object code and source code
format, developed by CVI (whether developed solely
or in collaboration with any other party) in performing
the Services under this Agreement and provided to
CLIENT by CVI or otherwise accessed by CLIENT
under this agreement.
"Purchase Order" means the written
document authorizing the commencement of a Work
Plan and commitment to pay the applicable fees.
"Web Site Content" means the .text, graphics
and supporting HTML and scripts that comprises the
working web site excluding third party software
Licensed Software.
"Work Plans" shall have the meaning as set forth in
section 2.1.
"Recurring Fees" means fees for, i) support of
Licensed Software, ii) Hosting Services, iii) Software
Subscriptions.
"Fiscal Year" means the month that a new budget
takes effect as per governing law for CLIENT.
2. SERVICES TO BE PROVIDED
2.1 Work Plans: CVI shall develop a written
document that contains a detailed description of
the tasks to be performed by CVI (the "Work
Plan"), based on the products and services
requested by CLIENT and procured through
release of a Purchase Order by CLIENT. The
Deliverables, the Payment Schedule, the
responsibilities of the parties, the prerequisites
to performance and the commencement and
completion dates for the tasks shall be identified
in the Work Plan and once approved, shall be
considered the SOW for the engagement listed
in the Purchase Order. The goal of the Work
Plan is to deliver a system meeting the Client's
needs. CVI shall provide Support and
Maintenance Services to provide enhancements
and bug fixes to remedy issues and/or gaps.
2.2 Amendments. CLIENT may, from time to
time, add or removed products and services
identified in the SOW. All amendments to the
SOW shall be in writing and signed by the
Project Manager for each party. The fees
associated with any amendments shall be in
writing and signed by the Project Manager for
each party.
3. PROJECT MANAGEMENT AND STAFFING.
3.1 Clear Village Project Manager. Clear Village
shall assign and designate a staff member as its
project manager ("CVI Project Manager") who
shall have the principal responsibility for
overseeing and managing the performance of
obligations of CVI under this Agreement,
including, without limitation, arranging all
meetings, visits, and consultations between• the
parties, and for the transfer of Deliverables and
technical information between the parties. The
CVI Project Manager shall be the primary point
of contact for CVI and shall also be responsible
for receiving all notices under this Agreement
and for all administrative matters. CVI may
replace the person serving as CVI Project
Manager with written notice to CLIENT.
member or consultant, as its project manager
("CLIENT Project Manager") who shall have
the principal responsibility for overseeing and
managing the performance of obligations of
CLIENT under this Agreement, including,
without limitation, arranging all meetings,
visits, and consultations between the parties,
and for the transfer of Deliverables and
technical information between the parties. The
CLIENT Project Manager shall be the primary
point of contact for CLIENT and shall also be
responsible for receiving all entices under this
Agreement and for all administrative matters.
CLIENT may replace the person serving as its
Project Manager upon prior written notice to
CVI. Any written agreement between the
Project Managers shall be binding on both
parties.
3.3 Staffing. Personnel provided by CVI to
perform services under this Agreement shall
have the appropriate technical and application
skills to enable them to adequately perform their
duties. Clear Village shall use its best efforts to
assure continuity in staffing of personnel.
4. TMNG.
4.1 Efforts. Each party agrees to use commercially
reasonable efforts to fulfill its obligations under
this Agreement and to meet the performance
dates set forth in the Implementation Plan.
4.2 Interdependency of Dates. Each party
understands that any variation from the
performance dates in the Work Plan may
adversely impact project milestones, including,
without limitation, the date of completion of
this project.
4.3 Notice of Delay. Each party agrees to notify
the other party promptly of any factor,
occurrence, or event coming to its attention that
may affect that party's ability to meet the
requirements of this Agreement, or that is likely
to occasion any material delay in delivery of
any Deliverable.
5. TERMS OF PAYMENT.
5.1 License Fees: CLIENT shall pay CVI the
license fees set forth in the Work Plan for
licensed software provided therein. Unless
otherwise provided in the applicable Work Plan,
License Fees shall be payable in full by
CLIENT upon delivery of Software to Client.
5.2
3.2 CLIENT Project Manager. CLIENT shall
assign and designate a person, either staff
Agreement No: Page 2 of
Clear Village, Inc.
Support Fees: CLIENT agrees to pay CVI the
support fees set forth in the Work Plan. Unless
otherwise stated in the applicable Work Plan,
support fees shall be invoiced annually, in
advance, on the first day of the month following
the day of Delivery of the Licensed Software.
CVI's standard Support hours are from 9:00 to
5:00 p.m. Eastern Time. Support staff can be
contacted anytime by email or by phone.
5.3 Subscription. and Hosting Fees: CLIENT
agrees to pay CVI hosting and subscription fees
set forth in the Work Plan. Unless otherwise
stated in the applicable Work Plan, Subscription
and Hosting Fees shall be billed quarterly, in
advance, starting on the first day of the month
following completion of both the provisioning
of the hosted environment and setup of the
subscribed to software
5.4 Hardware Fees. CLIENT agrees to pay CVI
the fees set forth in the Work Plan for hardware.
Unless the Work Plan states otherwise, all
hardware fees shall be invoiced at the time of
delivery.
12 months from the date of Work Plan unless
otherwise specified in the applicable Work Plan.
5.10 No Cost to self host. In the event CLIENT
elects to host the licensed software, CVT shall
not charge any additional fees, except only that
CVI may charge fees, either under a fixed price
or time and materials at CLIENT's request to
assist CLIENT with setup and configuration of
CVI's software on CLIENT's computers. Such
work shall be provided under a separate Work
Plan.
5.11 Reimbursable Expenses. CLIENT agrees to
reimburse CVI for all reasonable and customary
out-of-pocket expenses including but not
limited to travel, parking, tolls , meals and
lodging expenses incurred by CVI in connection
with the performance of any Work Plan. Meals
shall not exceed CVI's then in effect per diem
amount.
6. CUSTOMER RESPONSIBILITIES
5.5 Other Service Fees. Unless otherwise stated in 6.1
the applicable Work Plan, CLIENT shall pay all
fees for Services, other than Recurring Fees, on
a time and materials basis according to CVI's
then current rates for Services. CVI will
invoice monthly for Services as used.
5.6 Payment Terms. The fees and terms of
payment set forth in the Payment Plan shall be
payable to. CVI as set forth in the Payment
Schedule and Fees of the applicable Work Plan. 6.2
Unless otherwise stated in the applicable Work
Plan, all invoices shall be payable within thirty
days of receipt of the invoice. Payments not
received within thirty (30) days of invoicing
shall be designated as Late Payments.
5.7 Late Payments: CVI may assess a 5% fee of
the unpaid invoice each month for all Late
Payments. 6.3
5.8 Increases in Fees. Increases in Recurring Fees
shall only take place on the first day of the
month of CLIENT's Fiscal Year and shall not
exceed CPI plus 3.5% for the first two (3) Fiscal
Years from the effective date of the Agreement.
CVI will *provide written notification of fee
increases at least thirty (30) days prior to the
new Fiscal Year in which the fees will become
effective. Rate increases are typically within
2% of the CPI.
5.9 Fee Period. Service Fees and rates stated
under any Work Plan shall remain in effect for
Communications. CLIENT agrees to provide
CVI with access to its network for the purposes
of integration, administration, and upgrades of
the Software using an industry standard,
gateway to gateway VPN via the Internet
capable of connecting to CVI's Cisco VPN
appliance. CVI requires access to servers and
other hardware to provide support and CLIENT
agrees that CVI shall not be required to provide
support if access is denied.
Security. CLIENT shall, at its own expense,
protect its network, data and computer services
and protect against any unauthorized access to
such facilities and computer viruses. CVI shall
not be responsible for any security breach or
virus and expressly disclaims any liability for
loss or damage caused by the unauthorized
access or virus to CLIENT's computer systems.
Security Policy. CVI agrees to abide by
CLIENT's published security policies.
7. OWNERSHIP AND LICENSES.
7.1 Ownership by CVL The Deliverables and all
elements of all Deliverables shall be exclusively
owned by CVI. CVI shall exclusively own all
Proprietary Rights embodied in or pertaining to
the Deliverables and any portions of the
Deliverables made or conceived by CVI
including the right to Copyright or Patent except
only that Web Site Content shall be jointly
owned by CVI and CLIENT.
Agreement No: Page 3 of 7
Clear Village, Inc.
7.2
7.3
LICENSES. All software originating with CVI
shall be provided to CLIENT under a software
License to CLIENT to allow CLIENT to use the
software. In no event shall CLIENT have the
right to grant sublicenses for use or copy of the
CVI software. Upon full payment of License
and Project Fees under a Work Plan, CVI shall
grant a perpetual, non-exclusive, irrevocable
License to use the Licensed Software.
Third -Party Rights. In performing services
under this Agreement, CVI agrees not to design,
develop or provide to CLIENT any items that
infringe any Proprietary Rights, privacy,
publicity or other rights of any person or entity.
8. REPRESENTATIONS AND WARRANTIES. .
8.1
8.2
8.3
Third Party Rights. CVI warrants that none of
the written or recorded material prepared for
CLIENT by CVI pursuant to the Agreement, or
any portion of it, nor the use of description
thereof, violates or will violate any copyright,
trade scret or other intellectual property right or
privacy or ike right to a third party. CVI agrees
to inform CLIENT promptly, in wirting, in the
event CVI becomes aware of such a claim.
Qualifications. CVI warrants that the technical
services provided by CVI shall be rendered by
qualified personnel who will perform the tasks
assigned to CVI with good professional practice
in accordance with the current state of the art
involved.
DISCLAIMER. Except for the forgoing
express warranties CVI disclaims all
warranties, either expressed or implied, with
respect to the written and/or recorded
material prepared for os supplied to
CLIENT pursuant to this Agreement,
Including, but not limited to any warranties
as to the merchantability of such materials or
fitness of such materials for a particular use.
9. CONFIDENTIAL INFORMATION.
9.1 Nondisclosure. Except as necessary to perform
the Services and except as otherwise expressly
permitted under this Agreement, both parties
shall maintain the confidentiality of, and shall
not, directly or indirectly, disclose or use, the
Confidential Information of the other party. As
used in this Agreement, the term "Confidential
Information" means and includes all source
code, product specifications, client lists,
business goals, finances, planned or proposed
products, manuals, documentation and any
information labeled as "Proprietary", or
"Confidential'. Both parties shall disclose
such information only to employees who require
such knowledge of use in the ordinary course
and scope of their employment under this
Agreement. Both Parties agree to ensure that
any employees or approved subcontractors who
are in receipt of any Confidential Information
are bound by an appropriate non -disclosure
agreement.
9.2 No Export and Use. Neither party shall export,
disclose, share, or otherwise transmit, directly
or indirectly, any Confidential Information to
any person or entity nor disclose any
Confidential Information without the other
party's prior written consent
9.3 Duration. The obligations set forth in this
Section 9 shall be in effect during the term of
this Agreement and shall survive indefinitely
after termination of this Agreement.
9.4 Use of Trademarks. Neither party shall,
without the other's written agreement, use any
trademark, service mark, trade name, logo or
other commercial or product designation
belonging to the other,
10. INUMN171CATION.
Clear Village agrees to indemnify, defend, and
hold CLIENT, its officers, directors, employees,
representatives, agents, and the like harmless with
respect to all liability, loss, damage, claims, 9ctions and
expenses (including attorneys' fees) based upon or
arising out of (a) any infringement by the Deliverables
of any patent, copyright, trade secret, or other
proprietary right of any third party.
11. TERMINATION.
11.1 By Either Party. Either party shall have the
right to terminate this Agreement upon written
notice upon the occurrence of either of the
following events:
Agreement No: Page 4 of 7
Clear Village, Inc.
11.1.1 Default. If the other party defaults
in the performance of any of its material
obligations under this Agreement and such default
continues for a period of thirty (30) days after
receipt of written notice specifying the nature of
the breach.
11.1.2 Convenience. This Agreement
shall be for an initial term on twelve (12) months.
Thereafter, the Agreement shall automatically
renewal for additional periods of twelve (12)
months, unless terminated by either party pursuant
to this Section. Either party may terminate this
Agreement with sixty (60) days notice prior to the
end of the then current term.
11. 1.3 Ceases Doing Business, Etc. If the
other party ceases conducting business in the
normal course, admits its insolvency, makes an
assignment for the benefit of creditors, or becomes
the subject of any judicial or administrative
proceedings in bankruptcy, receivership or
reorganization.
11.2 Deliverables. If this Agreement is terminated
for any reason, CVT shall advise CLIENT of the
extent to which performance has been
completed through the termination notice date,
and collect and deliver to CLIENT all
Deliverables, including, without limitation, all
work -in -progress. CVI shall be paid for all work
performed through the date of receipt of notice
of termination.
12. INSURANCE
12.1 In Coverage. During the term of this
Agreement, CVI shall maintain insurance
coverage as follows:
:Insurance
Maximum Coverage per
occurrence.
Workman Compensation
Minimum amount
and Em to er Liability
required by law.
Automobile Liability
$1,000,000
Data Processing Errors &
$1,000,000
Ommissions.
Commercial General Liability:
General Aggregate
$1,000,000
Products
$1,000,000
Each Occurrence
$1,000,000
Fire Damage
$1,000,000
Medical Expenses
$10,000
12.2 Certificate: Upon request, CVI shall provide
CLIENT with certificate(s) of insurance which
shall be sent directly by the insurance agency
and shall designate CLIENT as an additional
insured.
12.3 Expiration: CVI shall use all commercially
reasonable efforts to notify CLIENT with at
least thirty (30) days written notice prior to the
expiration of cancellation of coverage afforded
under the applicable policies.
13. GENERAL TERMS AND CONDITIONS
13.1 Independent Contractor. CVI is an
independent contractor and nothing in this
Agreement shall be deemed to make CVI an
agent, employee or joint venturer of CLIENT.
Neither CVI nor any employees, agents or
subcontractors of CVI shall be entitled to any
benefits that CLIENT provides for its own
employees, including, without limitation,
worker's compensation and unemployment
insurance. CVI shall be solely and entirely
responsible for CVI's acts and the acts of CVI's
employees, agents and subcontractors.
13.2 Non -Recruitment; Non -Solicitation of
Employees. CLIENT and CVI recognize and
acknowledge that employees who are engaged
in computer-related activities possess special,
unique and extraordinary technical talents
which are in great demand in the present
economy and further recognize and
acknowledge that each party has incurred
substantial expense in recruiting and training
such employees and would incur even greater
expense if required to replace any such
employee. Therefore, both parties agree not to
recruit or employ, either directly or indirectly, a
present employee of the other party during the
term of this Agreement and for a period of six
(6) months thereafter without * the other party's
prior written consent.
13.3 Injunctive Relief. CLIENT and Clear Village
agree that in the event of any breach of Section
11 monetary damages may not be a sufficient
remedy or protection for the aggrieved party,
and that the aggrieved party shall be entitled to
injunction or other relief as may be deemed
proper or necessary by a court of competent
jurisdiction without the need to post a bond.
13.4 Delays. Neither party shall be liable to the
other party for any delay or failure to perform
its. obligations if such delay or failure arises
from any cause beyond the reasonable control
of that party.
13.5 Return of Materials. Upon termination of this
Agreement, both parties shall deliver to the
other, all Confidential Information and other
materials, including, without limitation, all
source code, flow charts, diagrams, drawings,
blueprints, keys, tools, business notes,
memoranda, specifications, devices, and
documents. Except as may be necessary to
defend against any legal claims and held in
confidence my legal counsel, each party shall
not retain any photocopies, facsimiles, tapes or
other copies of any of the materials or
Confidential Information.
13.6 Notices. All notices given under this
Agreement shall be in writing and mailed by
Agreement No: Page S of 7
Clear Village, Inc.
regular first-class mail or expedited mail
service, postage prepaid and addressed to the
parties at the addresses first set forth above or at 13.13
such other addresses as the parties may
designate in writing. Notices sent via email
shall be deemed given once the receiving party
acknowledges receipt of the email.
13.7 Amendment. No provision of this Agreement
may be modified except by a written document
signed by a duly authorized representative of
each party.
13.8 Assignment. CVI may subcontract or assign
this Agreement including any of CVI's rights or
obligations under this Agreement with 30 days
prior written notice to CLIENT. 13.14
13.9 Waiver. No provision of this Agreement shall
be deemed waived and no breach excused,
unless such waiver or consent shall be in
writing and signed by the party claimed to have
waived or consented. Any consent by any party
to, or waiver of, a breach of the other party,
whether express or implied, shall not constitute
a consent to, waiver of, or excuse for any
different or subsequent breach.
13.10 Binding Effect. This Agreement shall be
binding upon and inure to the benefit of CVT
and CLIENT and their respective legal
representatives, successors and authorized
assigns.
13.11 Counterparts. This Agreement may be
executed simultaneously in one or more
counterparts each of which shall be deemed an
original, but all of which together shall
constitute one and the same agreement.
without invalidating any of the remaining
provisions.
Remedies. The rights and remedies provided
herein shall be cumulative and in addition to
any other remedies available at law and in
equity, Notwithstanding anything to the
contrary contained herein, the liability of CVI
for any breach of it obligations under this
Agreement and/or for any indemnity obligation
hereunder shall be limited to the aggregate
amounts received by CVI under the specific
work plan for which the breach occurred. and in
no event shall CVI be liable for lost profits or
special or consequential damages.
Compliance with Laws.. In connection with
the performance of services, CVI shall fully
comply with all applicable laws, rules and
regulations of all authorities, including, without
limitation, immigration, occupational safety,
civil rights, and insurance laws.
13.15 Governing Law. This Agreement shall be
governed by and interpreted according to the
laws of the State of Florida.
13.16 Survival of Certain Obligations. After
expiration or termination of this Agreement,
those provisions that specifically provide for
survival beyond expiration or termination, and
all provisions, if any, regarding indemnification,
warranty, limitations of liability, and
confidentiality and/or protection of proprietary
rights and trade secrets shall survive indefinitely
or until the expiration of the time period
specified elsewhere in this Agreement with
respect to the provision in question.
13.12 Severability. If any provision of this
13.17 Entire Agreement. This Agreement constitutes
the entire agreement between CVI and CLIENT
Agreement shall be prohibited or unenforceable with respect to the subject matter of this
by any applicable taw, the provision shall be Agreement and supersedes all earlier
ineffective only to the extent and for the
duration of the prohibition of unenforceability, agreements and understandings, oral and
written, between the parties.
The parties have signed this Agreement as of the date fust written above.
Agreement No: Page 6 of 7
Clear Village, Inc.
CLIENT.
By. %1
Title:
Date: / S
ATTEST•
Sally A. Ma W, MMC - City Clerk
CLEAR VILLAGE INC.
By:
Title:
Date:
Agreement No: Page 7 of 112112015MA4201
Clear Village, Inc.
A_ MM
By:
Date:
ATTEST:
s
Sally A. Maw, MMC - City Clerk
Agreement No: Page 7 of 7 112 LQI541AQ044
Clear Village, Inc.
eServices Statement of Work
Introduction
This Statement of Work ("SOW") details the services and associated fees to be performed under the Master
Agreement for Software Licenses and Professional Services ("Agreement") between the City of Sebastian, Florida
("Client") and Clear Village Inc.("CVI" or "Clear Village").
This SOW Is an addendum to the ,"MASTER AGREEMENT FOR SOFTWARE LICENCES and PROFESSIONAL SERVICES"
agreement between the parties dated This SOW Includes software subscriptions and professional
services as detailed below.
Software Subscriptions
The term of the subscriptions Is the Client's Fiscal Year. The fees for the first Fiscal Year are not prorated.
Subscription renewal and rate increases are governed by the Agreement.
The following subscriptions are provided to Client under this SOW:
ePennitting
$1,992
eNotifications
$1,440
ePayments
u..
Inspection Scheduling Server
$1,440
x..uu� •
$3,500
Citizen Portal
$500
Electronic Document Server
$500
Base System Subscription
$10,800
Permit
$3,840
Total
$24,012
Public Works Requests $4,600
Business Tax $4,800
Total $9,600
Clear Village Inc.
eServices Statement of Work
Services
The Professional Services described In the Work Plan below are Included in the SOW. The one-time fees
for the Professional Services are as follows:
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Inspection Module
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Configuration
$
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Inspector Trainin
$
450.00
Staff Trainin
$
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Implementation
$7,500
Data Conversion
$4,500
$2,800
FTrainin
Total
$
17 200.00
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Work Plan
Under this Work Plan, CVI shall configure the Software modules identified above and provide training for
the Client's staff.
Project Approach
The CVI's implementation team plans to Implement the new permitting system and begin User
Acceptance Testing of ePermitting, Inspections, Contractor Registration, and Public Works Requests
within three months of the project kickoff. Acceptance Testing of Business Tax Receipts Is planned within
five months of the project kickoff.
The main thrusts In the implementation project are:
1. Data conversion
2. Application integration
3. Configuration
Clear Village Inc.
eServices Statement of Work
4. - Training
5. User Acceptance Testing
6. On-the-job Go Live Support
The following narrative describes the implementation plan.
1. Kickoff Meeting: The kickoff meeting introduces project participants. The main goals of the
kickoff meeting are to align goals and expectations.
2. Application Integration Kickoff Meeting: CVI's integration engineer and project manager meet
with the Town's project leader and IT staff to define the integration goals. The Client provides CVI access
to the targeted systems to build and test the integrations.
3. Site Deployment Kickoff Meeting: The CVI project manager and deployment engineer meet with
the Client's web master and project lead. The Client provides CVI with their preferences for the look and
feel of the staff website and the public website. The Client can provide images, welcome messages,
contact information, disclaimers, as well as font and color preferences. Links between the Client's
website and the permitting system are also planned.
4. Meta Configuration: Permit types, Inspection types and Business Tax types are configured in
preparation for the data conversion.
S. Data Conversion: The IMS database is imported, mapping records into the corresponding types
of permits, fees and inspections defined in CVI's permitting system.
6. The Client's staff provides the following information:
a. Forms:
1. Permit application forms for each type of permit
2. Contractor registration forms
3. Business tax receipt forms
4. Public Works service request forms
b. Descriptions and formulas for fees and the associated GL accounts
C. Lists of documents (e.g. plans, surveys, etc.) required for each type of permit,
registration, business tax receipt.
d. Lists of inspections required for each type of permit, business tax receipt
e. Prerequisites for Inspections (e.g. another inspection and/or document(s))
Clear Village Inc. 3
eServices Statement of Work
f. Samples of comment letters and approved permits, approved registration, and approved
business tax receipts
g. List of users and their roles
h. A narrative (or diagram) of the review processes for each type of permit, registration, service
request, and business tax receipt.
7. Configuration: For each type of permit, CVI will configure the required fields, documents,
Inspections, fees and review steps.
8. Application Integration Development: Integrations with the targeted applications are built and
made available for testing. Typical integrations include: GIS, a financial system, and an electronic
merchant.
9. Data Conversion Refresh: The data conversion is run again to load the latest permit information
Into CVI's permitting system
10. Preliminary Test Deployment: The configured system is made available in a test deployment
11. Progress Review: Designated staff meet with the CVI implementation team to review progress.
Use cases are walked thru to obtain feedback. Use cases typically include applying for permits, reviewing
permits, issuing comment letters, Issuing permits, requesting inspections, scheduling inspections,
resulting inspections, registering contractors, running reports, and performing searches.
12. Financial Balancing and Review: A review of fees and payments Is made between the new
permit system and the current system. Fees and payments of different types over multiple periods are
compared to ensure the new system is balancing properly,
13. Form and Letters Review: Comment letters, inspection reports, inspection result notifications,
permits and certificates are published and distributed for staff review. Adjustments to form and letter
templates are made based on feedback from staff.
14. Progress Review and UAT Launch Request: After upgrading the forms, letters and configurations
per staff feedback, the upgraded permit system is made available for review along with refreshed data
from the production system. Based on the resolution of previously Identified Issues, a decision to launch
User Acceptance Testing will be made. This step may be repeated if an issue prevents entering User
Acceptance Testing.
1S. Role -Based Training: CVI will deliver onsite role -based training for reviewers, customer -facing
staff, inspectors, and administrators. The administrative training requires a full day. All other training
classes require three hours.
16. User Acceptance Testing: The staff uses a test server to assess the new permitting system's
production readiness. CVI loads the test server with a simulated load, running thousands of transactions
to test the configured system. As issues are identified, Clear Village will apply patches or adjust the
system's configuration as required.
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eServices Statement of Work
17. Go -Live Decision: Upon successful completion of User Acceptance Testing, a production system
is made. The move to production is typically made over a weekend. Data entry on the current system is
frozen, and data is migrated to the new system. Production readiness checks, Including application
integrations, are performed over the weekend. Staff commences use of the new permitting system
when they begin the new week.
18. Go -Live Support: CVI provides onsite support to ease staff Into the production use of the new
permitting system. The CVI trainer is available to answer questions and resolve Issues as work
commences on the new system.
Project Management Approach:
Clear Village's project management approach is oriented around risk management and transparency.
Project schedules and progress are published and made visible to the entire project team. Risks are
identified and discussed. Weekly status meeting are held to ensure good communication.
Common risks Include scope expansion and demands on the Client's staff time. Early access to the
current systems database and systems which require integration Is vital. Delays can Impact the project's
critical path. Similarly, the questionnaires relatingto permit types, inspection types, fees, etc. are
Important. Delays in provision of descriptions of the Client's current processes can delay system
configuration and impact the critical path.
Closely monitoring risks to the project timeline and taking early remediating action is critical to
safeguarding the project schedule. Scope creep and the desire to reengineer processes are amongst the
most difficult schedule risks to manage. Often a department has been forced to compromise away from
their desired processes because of restrictions imposed by their software. Implementing a new modern
permitting system allows a department to realize their desired business processes. If the desired
business process is well understood, the move to the desired process can typically be accomplished with
little to no risk to the project schedule. Where there are a variety of to -be processes under
consideration, the desire to analyze the options and choose amongst the alternatives may cause
configuration delay impacting the project schedule. In general, Clear Village recommends focusing on
the Go -Live process. Clear Village's graphical workflow system is designed to support the ongoing
growth, evolution, and fine-tuning of business processes. Typically, the fine-tuning of processes benefits
from experience with the live system.
Training Plan:
CVI will deliver the following onsite role -based training:
1. Reviewer training
2. Inspector training
3. Customer support training
4. Administrator training
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eServices Statement of Work
The administrative training requires a full day. All other training classes require three hours.
Scope of Work:
1. Data Conversion: CVI shall perform a data conversion to load the following into the ePermitting
system.
a. Permit data
b. Contractor data
c. Business tax data
2. Configuration: CVI shall configure the ePermitting system in support of the production
deployment of the following:
a. ePermitting and eReview.
a.i. Permits will be configured specifying information documents needed in the
permit package
a.ii. Review workflows will be configured per the Client's processes
a.iii.' Fees associated with permit processing will be configured. This task includes:
a.M.1. Defining applicable fees so they can be calculated and applied
during the processing of a permit.
a.iv. Online submission will be enabled for any and all permits of the Client's
choosing. The system will be configured to support the document types desired
by the Client. Typical type selections include PDF, various Image formats, and
AutoCAD.
a.v. The Citizen Portal will be configured to accept resubmissions and revisions per
the Client's policies.
b. Contractor registration:
U. Information and documents required for Contractor registration will be
configured.
b.ii. Fees associated with contractor registration will be configured.
b.iii. The Citizen Portal will be configured to support online Contractor registration
per the Client's policies.
c. Business Tax Receipts:
c.i. Information and documents required for Business Tax Receipts will be
configured.
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eServices Statement of Work
c.il. Fees associated with Business Taxes will be configured.
011. The Citizen Portal will be configured to support online Business Tax Receipt per
the Client's policies.
d. Public Works:
d.i. Information and documents required for Public Works requests will be
configured.
d.ii. The Citizen Portal will be configured to support online Public Works requests per
the Client's policies.
3. Comment letters and approval letters will be configured using the Client's preferred headers and
footers, and the Client's legal language.
4. Thirty reports of the Client's choosing will be configured.
5. Thirty workflows of the Client's choosing will be configured.
6. Integration
a. The system will be integrated with the Client's selected eMerchant if the Client elects to e
accept credit card payments over the website.
b. The system will be integrated with the Clients financial system if so desired.
7. Client Website
a. Clear Village's Citizen Portal will be integrated with the Client's website.
b. The Citizen Portal will be configured to guide applicants thru:
b.i. The permit submission process
bAl. The inspection request process
Wil. The contractor registration process
bAv. The Public Works service request process
b.v. Business tax receipt submission process
c. Notifications to applicants and contractors will be configured per the Client's
preferences.
d. The Citizen Portal will be configured to provide permit search capabilities per the Client's
policies for the general public, for applicants and for contractors.
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e5ervices Statement of Work
8. Training
CVI shall deliver the following training courses
a.
Reviewer Training
b.
Permit Technician Training
c.
Inspector Training
d.
Business Tax Processing Training
e,
Public Works Request Training
f.
Administrator Training
g.
Contractor Registration Training
Support Plan:
Clear Village shall provide support, enhancements and bug fixes under a subscription agreement with
the Client. Questions and requests can be submitted by email or phone. The Client's designated
administrators can change workflows, add users, assign user rights, etc. to support the Client's ongoing
needs. Clear Village is always happy to support such configuration changes In the event the Client's
administrators are otherwise occupied.
Hardware & Hosting
No hardware fees are contemplated under this agreement.
The Client may elect to host the software or have CVI do so.
Clear Village will need to install software inside the Client's firewall on a Client provided machine to
provide integration between the Software and applications the Client designates for integration.
Responsibilities of the Parties
Clear Village is responsible for performing the tasks Identified in the Work Plan section above. The Client
Is responsible for collaborating with Clear Village staff to facilitate the implementation of the system.
Specific responsibilities are delineated in the Project Approach and Scope of Work sections above.
With respect to the Client's website and the Citizen Portal, Clear Village will be responsible for delivering
the Citizen Portal and providing links to the Client's site. The Client shall be responsible for providing
links to the Citizen Portal from the Client's website. The Client shall permit Clear Village to use images
and color schemes from the Client's website in the Citizen Portal to provide a consistent look and feel
between the Client website and the Citizen Portal.
The Client agrees to provide a Systems Analyst on a part-time basis to support analysis of the Client's
business processes, and the configuration of the system including workflows. CVI shall provide
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eServices Statement of Work
administrative training to the Client's Systems Analyst to transfer skills needed to configure, maintain and
enhance the System and the workflows supporting the Client's processes.
Deliverables
The deliverables are as follows:
1. A detailed project schedule listing tasks, specifying planned commencement and completion
dates. The detailed project schedule shall be provided within two weeks of contract signing.
This schedule shall be reviewed and agreed upon by both parties and will become an addendum
to this Statement of Work.
2. Data Conversion deliverables include:
a. Converting permit data and loading it into the Clear Village system.
b. Converting contractor data and loading it into the Clear Village system.
c. Converting business tax receipt data and loading it into the Clear Village system.
3. A configured system hosted by Clear Village. This requires the completion of all the
Configuration tasks identified in the Work Plan.
4. Support for credit card processing using the Client's selected eMerchant, if so desired by the
Client.
5. Integration of the -Citizen Portal with the Client's website.
6. Completion of the training courses identified in the Training section of the Work Plan.
7. Onsite support for the Client's go -live.
Payment Schedule
75°Y of the Subscription fees are due upon signing the Agreement. The remainder of the Subscription fees for a
'module(s) is paid when the corresponding module(s) is live in production.
Data conversion fees are paid as follows:
• 50% when the initial cut of data Is loaded by Clear Village
0 50% when data Is loaded for Acceptance Testing
Configuration fees are paid as follows:
• 75% when User Acceptance commences
• 25% when the module is live In production
Training fees are due when the training is delivered.
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eServices Statement of Work
Authorizations
The parties have signed this Agreement as of the date first written below.
CLIENT -
By:
CLEAR VILLAGE INC.
A
Title: Title:
Date:
Date:
_ ATTEST:
SaTry A. Mai MMC - City Clerk
Clear Village Inc. 10
eServices Statement of Work
Authorizations
The parties have signed this Agreement as of the date first written below.
CLIENT
By: By:
Title: �`�� �' �''�''�� Title:
Date: r r✓ i S Date:
ATTEST:
Sa y 9 Mai. MMC w City Clerk
E INC.
Clear Village Inc. 10