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HomeMy WebLinkAboutDocumentation_Regular_Tab 02_1/11/2024 Agenda Item #2. Regular Council STAFF MEMO Meeting: Regular Council - Jan 11 2024 Staff Contact: Jeremy Allen, Village Manager Department: Manager Consider Approval of Contracts Signed by Manager Under $25,000 (Per Village Ordinance we are presenting the following agreements, proposals, commitments and memorandum of understanding to Council.) A. EplanSoft Electronic Plan Review Agreement - Building Dept., $24,887.50 (see agreement for details) SUMMARY: Approval of Contracts Signed by Manager Under $25,000 (Per Village Ordinance we are presenting the following agreements, proposals, commitments and memorandum of understanding to Council.) A. EplanSoft Electronic Plan Review Agreement - Building Dept., $24,887.50 (see agreement for details) This document and any attachments may be reproduced upon request in an alternative format by completing our Accessibility Feedback Form, sending an e-mail to the Village Clerk or calling 561- 768-0443. BUDGET AMOUNT NA AMOUNT AVAILABLE NA EXPENDITURE AMOUNT: NA FUNDING SOURCES: NA IS THIS A PIGGYBACK: ❑ Yes ❑ N/A DID YOU OBTAIN 3 QUOTES? ❑ Yes ❑ N/A COMMENTS/EXPLANATION ON SELECTION1 Item with individual costs This agenda item is respectfully submitted for your review and approval. EplanSoft Electronic Plan Reveiw Agreement-Building Dept Page 10 of 428 Agenda Item #2. Village of Tequesta Village Clerk's Office Agreement Transmittal Form Attach the Agreement Transmittal Form to the top of ALL agreements including agreements that go to Council for approval AND agreements the manager signs (under $75,000). Agreements are processed and imaged immediately following the council meeting, therefore should be signed by the entity you are entering into agreement with PRIOR to coming to the Clerk's or Manager's Office. Please complete the form in its entirety. DEPARTMENT AND STAFF Building Department CONTACT (who do we contact Wayne Cameron, Building Director with questions): NAME OF VENDOR: E-PlanSoft PROJECT NAME/TITLE OF E-PlanSoft subscription terms and conditions - AGREEMENT: licensing agreement COUNCIL APPROVAL DATE: January 11, 2023 ORDINANCE/RESOLUTION NA NUMBER: IS THIS A CAPITAL PROJECT: ❑ Yes Capital projects require a longer ® No retention period. DOLLAR AMOUNT: $24,887.50 (Year 1: $14,125.00; Year 2: 5,250.00; Year 3: 5,512.50 AGREEMENT TERM END DATE (Required to be filled in): If the agreement DOES NOT have Three years after effective date. Estimated an end date, please assign it an 02/01/2027. end date for imaging and disposition purposes. NUMBER OF AGREEMENTS TO NA BE SIGNED (did you place sign her tabs in the proper signature locations?) SPECIAL INSTRUCTIONS FOR CLERK'S OFFICE: Updated: 6/28/2023 Page 11 of 428 Agenda Item #2. Village of Tequesta 345 Tequesta Drive 561-768-0700 Tequesta, FL 33469 www.tequesta.org .p To: Jeremy Allen, Village Manager From: Wayne Cameron, Building Director Date: December 28, 2023 Subject: EPlanSoft - Subscription Terms And Conditions Licensing Agreement The following agenda item is an agreement with EPlanSoft to provide electronic plan review software as a service to multiple departments, which will facilitate and upgrade the Village's permitting process. The agreement term is for three years following the effective date. Fee schedule as follows: Year Item Quantity Unit Price Total 1 Full User License 5 $800 $4,000.00 1 Service Hours 81 125 $10,125.00 2 Full User License 5 $1,050 $5,250.00 3 Full User License 5 $1,102.50 $5,512.50 Additionally, there is a projected cost for the integration of BS&A and E-PlanSoft ranging between $5,000.00 and $7,000.00, pending confirmation from BS&A. Total estimated cost of the project is under $20,000.00 for the first year. Funding is available in GL account 101-180-546.320. This document may be reproduced upon request in an alternative format by contacting the Village Clerk's Office at 561-768-0440 or by completing our accessibility form https://bit.ly/3mnfeU4 Page 12 of 428 Agenda Item #2. �e-i�lan�oft� E-PLANSOFr SUBSCRIPTION TERMS AND CONDITIONS LICENSING AGREEMENT e-Plan, Inc.("Licensor") is a provider of electronic plan review software as a service ("EPR").As used herein,"EPR" includes all of Licensor's software products, including without limitation e- PlanREVIEW®and goPost'Public Portal. This non-exclusive licensing Agreement("LA"), entered into between Licensor and Village of Tequesta, FL("Licensee"),governs Licensee's use of the EPR. Licensor and Licensee("the Parties")may enter into one or more separate agreements, Sales Orders,or other arrangements whereby Licensor will provide Licensee with a subscription to the EPR. In all cases, however,as to the EPR,the terms of this LA shall control and prevail over any conflicting terms or conditions. 1.0. Contract Documents.This LA incorporates Licensor's Statement of Work dated 11/09/2023,and also incorporates the attached Sales Order form in its entirety, including its exhibits, and Exhibit A"Software as a Service(Saas)Service Level Agreement."This LA also incorporates any future Sales Orders entered into by the Parties during the term of this LA. 2.0. Key Definitions 2.1. "Service"means,collectively, Licensor's EPR and SaaS(software as a service) products,maintenance updates,online documentation,and technical support materials.The Service is provided to Licensee on the basis of a non-exclusive license only,and subject to the subscription terms set forth in the applicable Sales Order. No perpetual license is granted to Licensee when using Service. 2.2. "Sales Order"means any form of agreement, including without limitation a written contract, proposal,estimate,quote, renewal notification,or purchase order, pursuant to which Licensor provides Licensee with a subscription to the Service. For Licensee to obtain a valid subscription, the corresponding Sales Order must set forth a defined number of unique Users and a defined period of time in which the subscription will be in effect. 2.3. "User"or"Users" means individuals who are authorized by Licensee to use the Service,and who have been supplied unique user identifications and passwords. 2.4. "Licensee Data"means all electronic data or information submitted to and stored in the Service by Users. 3.0. Non-Exclusive License and Licensor Intellectual Property Rights. Licensee's access to and use of the Service shall be on the basis of a non-exclusive license only.All rights, title and interest in and to the Service(including without limitation all intellectual 1 2415913 Rev:9118/2023 Page 13 of 428 Agenda Item #2. �e-i�lan5oft property rights therein and all modifications,extensions,customizations,scripts or other derivative works of the Service provided or developed by Licensor)are owned exclusively by Licensor.Except as provided in this LA,the rights granted to Licensee do not convey any rights in the Service,express or implied,or ownership in the Service or any intellectual property rights thereto. Licensee grants Licensor a royalty free, worldwide, perpetual, irrevocable,transferable right to use,modify,distribute and incorporate into the Service(without attribution of any kind)any suggestions, enhancement request, recommendations,proposals,correction or other feedback or information provided by Licensee or any Users related to the operation or functionality of the Service.Any rights in the Service or Licensor's intellectual property not expressly granted herein by Licensor are reserved by Licensor. Licensee agrees not to display or use the Licensor trademarks, logos,and service marks in any manner without Licensor's express prior written permission.The trademarks, logos and service marks of Third- Party Application providers("Marks")are the property of such third parties. Licensee is not permitted to use these Marks without the prior written consent of such Third-Party which may own the Mark. 4.0. Access to the Service by Designated Users. Licensee will purchase a subscription to the Service for a particular number of Users,to be specified in the applicable Sales Order. Licensee will specify and assign a unique User name for each authorized User. Each User login is for the designated User only,and cannot be shared or used by more than one User. 4.1. Alterations to User Accounts. If the Licensee chooses to deactivate a User account,create a new account for a new User,or re-activate an existing account, Licensee may do so as long as Licensee does not exceed the total number of authorized Users. 4.2. Unauthorized Access. Licensee will use commercially reasonable efforts to prevent unauthorized access to or use of the Service and will promptly notify Licensor of any unauthorized access or use of the Service and any loss or theft or unauthorized use of any User's password or name and/or Service account numbers. 4.3. Audit of Authorized Users. Licensee will maintain reasonable business practices and records necessary to ensure that the number of Users is in compliance with this LA and any applicable Sales Orders,and Licensor at its sole discretion reserves the right to request Licensee records to verify such compliance.The Licensee will notify Licensor if any additional Users will be added to use the Service. Licensee must obtain additional Sales Order(s),or a signed written modification to existing Sales Order(s), in order to increase the total number of authorized Users. If Licensor determines that Licensee has more Users than authorized,the fees for additional Users become immediately due. 5.0. General Terms of Service. Licensee and its Users may only use the Service to perform electronic plan review, as advertised and outlined on Licensor's website. Licensee is 2 2415913 Rev:9118/2023 Page 14 of 428 Agenda Item #2. 00-Plan5oft­ responsible for all activities conducted under its User logins and for its Users'compliance with this LA. Licensee's use of the Service will not include service bureau use,outsourcing, renting, reselling, sublicensing, concurrent use of a single User login, or time-sharing of the Service. Licensee will not, and will not permit any third party within its control to: (a) copy, translate, create a derivative work of, reverse engineer, reverse assemble, disassemble, or decompile the Service or any part thereof or otherwise attempt to discover any source code or modify the Service in any manner or form unless expressly allowed in Licensor's user guides; (b) access or use the Service to circumvent or exceed Service account limitations or requirements; (c) use the Service for the purpose of building a similar or competitive product or service,(d)obtain unauthorized access to the Service(including without limitation permitting access to or use of the Service via another system or tool,the primary effect of which is to enable input of requests or transactions by other than authorized Users); (e) use the Service in a manner that is contrary to applicable law or in violation of any third-party rights of privacy or intellectual property rights; (f) intentionally publish, post, upload or otherwise transmit Licensee Data that contains any viruses, Trojan horses, worms, time bombs, corrupted files or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any systems, data, personal information or property of another; or (g) use or permit the use of any tools in order to probe, scan or attempt to penetrate or benchmark the Service. Licensee will comply with all applicable local,state,federal,and foreign laws,treaties,regulations,and conventions in connection with its use of the Service,including without limitation those related to privacy,electronic communications and anti-spam legislation.Licensee will comply with the export laws and regulations of the United States and other applicable jurisdictions in using the Service and obtain any permits, licenses and authorizations required for such compliance. Without limiting the foregoing,(i)Licensee represents that it is not named on any U.S.government list of persons or entities prohibited from receiving exports, (ii) Licensee will not permit Users to access or use the Service in violation of any U.S.export embargo, prohibition or restriction, and (iii) Licensee will comply with all applicable laws regarding the transmission of technical data exported from the United States and the country in which its Users are located. Licensee will not send any Electronic Communication from the Service that is unlawful, harassing, libelous, defamatory or threatening. Except as permitted by this LA, no part of the Service may be copied, reproduced, distributed, republished, displayed, posted or transmitted in any form or by any means. Licensee agrees not to access the Service by any means other than through the interfaces that are provided by Licensor.Licensee will not do any"mirroring" or"framing"of any part of the Service, or create Internet links to the Service which include log-in information, User names, passwords, and/or secure cookies. Licensee will not in any way express or imply that any opinions contained in Licensee's Electronic Communications are endorsed by Licensor. Licensee will ensure that all access and use of the Service by Users is in accordance with the terms and conditions of this LA.Any action or breach by any of such User will be deemed an action or breach by Licensee. 3 2415913 Rev:9118/2023 Page 15 of 428 Agenda Item #2. Oo-PlariSoft" 6.0. Scope of Technical Support; Service Level Agreement. Licensor will provide all maintenance and technical support for the EPR. Licensor's Service Level Agreement ("SLA")is attached hereto as Exhibit A,and sets forth Licensor's obligations in this regard. In addition, Licensor will provide Licensee with online help documentation and other online resources to assist Licensee in its use of the Service. 6.1. Training. Licensee shall ensure that one or more designated Users have been trained and or certified in the use of Service.Such training should be provided by either Licensor or Licensor-certified trainers. If Licensee uses the service without at least one properly trained User, Licensor reserves the right to withhold any technical support services.The intent of this provision is to ensure that Licensor is not required to provide excessive levels of support service due to Licensee's lack of training. 7.0. Transmission, Maintenance,and Confidentiality of Data 7.1. Transmission of Data. Licensee understands that the technical processing and transmission of Licensee's Electronic Communications(including any transfer of signs,signals,text, images,sounds,data or intelligence of any nature transmitted in whole or part electronically received and/or transmitted through the Service)is fundamentally necessary to use the Service. Licensee is responsible for securing DSL,cable or another highspeed Internet connection and up-to-date"browser"software to utilize the Service. Licensee expressly consents to Licensor's interception and storage of Electronic Communications and/or Licensee Data,and Licensee acknowledges and understands that Licensee's Electronic Communications will involve transmission over the Internet, and over various networks,only part of which may be owned and/or operated by Licensor. Licensee further acknowledges and understands that Electronic Communications may be accessed by unauthorized parties when communicated across the Internet,network communications facilities, telephone or other electronic means. Licensor is not responsible for any Electronic Communications and/or Licensee Data which are delayed, lost, altered, intercepted or stored during the transmission of any data whatsoever across networks not owned and/or operated by Licensor, including,but not limited to,the Internet and Licensee's local network. Licensee will also be responsible for all Electronic Communications, including those containing business information,account registration,account holder information, financial information, Licensee Data,and all other data of any kind contained within emails or otherwise entered electronically through the Service or under Licensee's account. Licensor will act as though any Electronic Communications it receives under Licensee's passwords,user name,and/or account number will have been sent by Licensee. 4 2415913 Rev:911812023 Page 16 of 428 Agenda Item #2. Of,-PlanSof t 7.2. Licensee Data 7.2.1. As between Licensor and Licensee,all title and intellectual property rights in and to the Licensee Data is owned exclusively by Licensee. Licensee agrees that Licensor may use Licensee data to perform necessary and reasonable activities during software engineering activities to ensure that the Service functionality continues to work with Licensee's data. 7.2.2. Licensor will maintain commercially reasonable administrative, physical and technical safeguards designed for the protection,confidentiality and integrity of Licensee Data. 7.2.3. Following expiration or termination of any Sales Order and/or this LA, Licensor may immediately deactivate the applicable Licensee account(s) and will be entitled to delete such Licensee account(s) from Licensor's "live"site following a forty(40) day period, after which Licensor will not be liable to Licensee nor to any third party for any termination of Licensee access to the Service or deletion of Licensee Data. 7.3. HIPAA. Licensee agrees that: (i) Licensor is not acting on Licensee's behalf as a Business Associate or subcontractor; (ii) the Service may not be used to store, maintain, process or transmit protected health information ("PHI") and (iii) the Service will not be used in any manner that would require Licensor or the Service to be compliant with the Health Insurance Portability and Accountability Act of 1996,as amended and supplemented ("HIPAA"). In the preceding sentence, the terms "Business Associate," "subcontractor,""protected" health information" or"PHI"will have the meanings described in HIPAA. 8.0. Modifications and Discontinuation of Service 8.1. To the Service. Licensor may make modifications to the Service or particular components of the Service from time to time and will use commercially reasonable efforts to notify Licensee of any material modifications. Licensor reserves the right to discontinue offering the Service at the conclusion of Licensee's then current subscription term for such Service. Licensor will not be liable to Licensee nor to any third party for any modification of the Service as described in this section. 8.2. To Applicable Terms.If Licensor makes a material change to any applicable terms of this LA or a Sales Order,then Licensor will notify Licensee by either sending an email to the notification email address or posting a notice to the administrator in Licensee's account. If the change has a material adverse impact on Licensee and Licensee does not agree to the change, Licensee must so notify Licensor via mchegini@eplansoft.com within thirty (30) days after receiving notice of the 5 2415913 Rev:9/1812023 Page 17 of 428 Agenda Item #2. e-111an5of1r'~ change. If Licensee notifies Licensor as required, then Licensee will remain governed by the terms in effect immediately prior to the change until the end of the then current subscription term for the affected Service.If the affected Service is renewed, it will be renewed under Licensor's then current version of this LA. 8.3. Suspension for Ongoing Harm. Licensor may with reasonably contemporaneous telephonic notice to Licensee suspend access to the Service if Licensor reasonably concludes that Licensee's Service is being used to engage in denial of service attacks, spamming,or illegal activity, and/or use of Licensee's Service is causing immediate, material and ongoing harm to Licensor or others.In the extraordinary event that Licensor suspends access to the Service,Licensor will use commercially reasonable efforts to limit the suspension to the offending portion of the Service and work with Licensee to resolve the issues causing the suspension of Service. Licensee agrees that Licensor will not be liable to Licensee nor to any third party for any suspension of the Service under such circumstances as described in this section. 9.0. Third-Party Applications. "Third-Party Applications" include applications, integrations, services,or implementation,customization and other consulting services related thereto,that interoperate with the Service and are provided by a party other than Licensor. Licensor or Third-Party providers may offer Third-Party Applications through the Service or otherwise related to Licensee's use of the Service. Except as expressly set forth in the applicable Sales Order, Licensor does not warrant any such Third-Party Applications, regardless of whether or not such Third-Party Applications are provided by a Third Party that is a member of a Licensor partner program or otherwise designated by Licensor as"Built For Licensor,""certified,""approved"or"recommended."Any procurement by Licensee of such Third-Party Applications or services is solely between Licensee and the applicable Third-Party provider. Licensee may not use Third-Party Applications to enter and/or submit transactions to be processed and/or stored in the Service, unless Licensee has procured a subscription to the Service for such use and access.Licensor is not responsible for any aspect of Third-Party Applications that Licensee may procure or connect to through the Service,or any descriptions, promises or other information related to the foregoing. If Licensee installs or enables Third-Party Applications for use with the Service, Licensee agrees that Licensor may enable such Third-Party providers to access Licensee Data as required for the interoperation of such Third-Party Applications with the Service,and any exchange of data or other interaction between Licensee and a Third-Party provider is solely between Licensee and such Third- Party provider pursuant to a separate privacy policy or other terms governing Licensee's access to or use of the Third-Party Applications. Licensor will not be responsible for any disclosure,modification or deletion of Licensee Data resulting from any such access by Third-Party Applications or Third-Party providers. No procurement of Third-Party Applications is required to use the Service. If licensee was referred to Licensor by a member of one of Licensor's partner programs, Licensee hereby authorizes Licensor to provide such member or its successor entity with access to Licensor's business information related to the procurement and use of the Service pursuant to this b 2415913 Rev:9118/2023 Page 18 of 428 Agenda Item #2. Oodllan5ofC Agreement, including but not limited to User names and email addresses,support cases and billing/payment information. 10.0. Indemnification for Claims Concerning Licensor and Licensee Intellectual Property, 10.1. Infringement. Licensor will,at its own expense,defend Licensee from and against any and all allegations,threats,claims,suits,and proceedings brought by third parties(collectively"Claims")alleging that the Service,as used in accordance with this Agreement,infringes such third party's copyrights or trademarks,or misappropriates such third party's trade secrets, and will indemnify Licensee from and against liability,damages,and costs finally awarded or entered into in settlement(including,without limitation, reasonable attorneys'fees) (collectively, "Losses")to the extent based upon such a Claim. However, Licensor will have no liability for,or duty to defend or indemnify Licensee against, Claims to the extent arising from (a) use of the Service in violation of this LA or applicable law,(b)use of the Service after Licensor notifies Licensee to discontinue use because of an infringement claim,(c) modifications to the Service not made by Licensor or made by Licensor based on Licensee specifications or requirements, (d) use of the Service in combination with any non-Licensor software,application or service, or(e) services offered by Licensee or revenue earned by Licensee for such services. If a Claim of infringement as set forth above is brought or threatened, Licensor may,at its sole option and expense, use commercially reasonable efforts to(a)procure a license that will protect Licensee against such Claim without cost to Licensee; (b)modify or replace all or portions of the Service as needed to avoid infringement,such update or replacement having substantially similar or better capabilities;or(c) if(a)and(b)are not commercially feasible,terminate this LA and refund to the Licensee a pro-rata refund of the subscription fees paid for under any applicable Sales Orders for the terminated portion of the term.The rights and remedies granted Licensee under this Section 8.1 state Licensor's entire liability, and Licensee's exclusive remedy,with respect to any claim of infringement of the intellectual property rights of a third party. 10.2. Licensee's Indemnity.To the fullest extent permitted by law, Licensee will, at its own expense,defend Licensor from and against any and all Claims(i)alleging that the Licensee Data or any trademarks or service marks,or any use thereof, infringes the copyright or trademark or misappropriates the trade secrets of a third party, or has caused harm to a third party,or(ii)arising out of Licensee's breach of this LA,and will indemnify Licensor from and against liability for any Losses to the extent based upon such Claims. 10.3. Indemnification Procedures and Survival. In the event of a Claim within the purview of these indemnification provisions,the indemnitee shall control its own defense, and at the time of Claim resolution the indemnitor shall reimburse the indemnitee for those attorney fees and other defense costs reasonably incurred in that defense.To the extent that the indemnitee may incur fees and 7 2415913 Rev:9/18/2023 Page 19 of 428 Agenda Item #2. e-i�lan�aft� costs in the defense of claims other than a covered Claim,the indemnitor shall have no responsibility for such costs.The indemnification obligations contained in this section will survive for one year after termination or expiration of this LA. 11.0. U.S.Government Rights.The Service is a "commercial item"as that term is defined at FAR 2.101. If Licensee or User is a US Federal Government(Government) Executive Agency(as defined in FAR 2.101), Licensor provides the Service, including any related software,technology,technical data,and/or professional services in accordance with the following:(a)if acquired by or on behalf of any Executive Agency(other than an agency within the Department of Defense (DoD),the Government acquires, in accordance with FAR 12.211(Technical Data)and FAR 12.212 (Computer Software),only those rights in technical data and software customarily provided to the public as defined in this LA;or(b) if acquired by or on behalf of any Executive Agency within the DoD,the Government acquires, in accordance with DFARS 227.7202-3 (Rights in commercial computer software or commercial computer software documentation),only those rights in technical data and software customarily provided in this LA. In addition, DFARS 252.227-7015(Technical Data—Commercial Items)applies to technical data acquired by DoD agencies.Any Federal Legislative Agency or Federal Judicial Agency will obtain only those rights in technical data and software customarily provided to the public as set forth in this LA. If any Federal Executive Agency, Federal Legislative Agency,or Federal Judicial Agency has a need for rights not conveyed under the terms described in this Section,it must negotiate with Licensor to determine if there are acceptable terms for transferring such rights, and a mutually acceptable written addendum specifically conveying such rights must be included in any applicable contract or agreement to be effective. This U.S.Government Rights Section is in lieu of,and supersedes,any other FAR, DFARS,or other clause, provision,or supplemental regulation that addresses Government rights in computer software or technical data under this LA. 12.0. Licensor's Warranty of Functionality. Licensor warrants that: (i)the EPR will achieve in all material respects the functionality described in Licensor's online user guides applicable to the EPR procured by Licensee, and (ii)such functionality of the EPR will not be materially decreased during the then-current subscription term. Licensee's sole and exclusive remedy for Licensor's breach of this warranty will be to require that Licensor use commercially reasonable efforts to modify the Service to achieve in all material respects the functionality described in the user guides. Licensor will have no obligation with respect to a warranty claim unless notified of such claim within sixty(60)days of the first instance of any material functionality problem,and such notice must be sent to billing@eplansoft.com.The warranties set forth in this section are made to and for the benefit of Licensee only. Such warranties will only apply if the applicable EPR has been utilized in accordance with the user guides,the LA,and applicable law. 12.1. Disclaimer of Warranties. Except as stated above, Licensor makes no other warranties,express or implied, about the EPR or any service provided by Licensor under the attached Sales Order Form, including without limitation any warranty of merchantability,fitness for a particular purpose,or non- infringement of third-party rights. s 2415913 Rev:9/18/2023 Page 20 of 428 Agenda Item #2. 00-111.qn,50ft" 12.2. Waiver of Consequential Damages. Neither party shall be liable for consequential damages, such as lost profits or damages arising from the delay of a plan-review project,on any claim alleging or related to a breach of the LA and/or a Sales Order Form, regardless of the particular legal theories or causes of action.This waiver of consequential damages shall not apply, however,to any claim brought by Licensor against Licensee based on Licensee's unauthorized duplication, distribution,or other misappropriation of Licensor's intellectual property. 12.3. Limitation of Liability. Except for Licensor's indemnity obligations set forth in the LA,Licensor's total aggregate liability arising out of or connected with this Agreement,whether based upon breach of contract,warranty,negligence, misrepresentation or any other cause of action or theory of liability,and to the maximum extent permitted by applicable laws, shall in no case exceed the amount of subscription fees received by Licensor in the twelve(12)months immediately preceding the event from which the liability arises. 13.0. Fees and Payment. Licensor's maintenance and support services are conditioned on Licensor's timely receipt of all subscription fees owed. Payment obligations are non- cancelable and fees paid are non-refundable.The number of authorized Users cannot be decreased during the relevant term stated in the Sales Order Form. Payment of invoices is due within thirty(30)days of receipt. 13.1. Taxes. Unless otherwise stated, Licensor fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including but not limited to value-added,sales, use or withholding taxes,assessable by any local, state, provincial,federal or foreign jurisdiction(collectively, "Taxes"). Licensee is responsible for paying all Taxes associated with the use of Service. If Licensor has the legal obligation to pay or collect Taxes for which Licensee is responsible as a result of using Service,the appropriate amount will be invoiced to and paid by Licensee,unless Licensee provides Licensor with a valid tax exemption certificate authorized by the appropriate taxing authority. 14.0. Termination for Cause,Expiration. Either party may immediately terminate this LA and all applicable Sales Orders in the event the other party commits a material breach of any provision of this LA which is not cured within thirty(30)days of written notice from the non-breaching party.Such notice by the complaining party will expressly state all of the reasons for the claimed breach in sufficient detail so as to provide the alleged breaching party a meaningful opportunity to cure such alleged breach and will be sent to the General Counsel of the alleged breaching party at the address listed in the heading of this LA(or such other address that may be provided pursuant to this LA). Upon termination or expiration of this LA, Licensee will have no rights to continue use of the Service. If this LA is terminated by Licensee for any reason other than a termination expressly permitted by this LA,then Licensor will be entitled to all of the fees due under any applicable Sales Orders for the entire term.If this LA is terminated as a result of 9 2415913 Rev:9118/2023 Page 21 of 428 Agenda Item #2. Jfo-11 lan5oftM Licensor's breach of this LA, then Licensee will be entitled to a refund of the pro rata portion of any subscription fees paid by Licensee to Licensor under any applicable Sales Orders for the terminated portion of the term. 15.0. General Provisions on the Integrity of this LA. Except as otherwise provided herein,this LA may only be amended or modified via a writing signed by both Parties. If any term or provision of this LA is found to be invalid or unenforceable by a court of competent jurisdiction,such term or provision will be severed from the remainder of the LA,which will otherwise remain in full force and effect. No waiver of any provision of this LA will be effective unless in writing and executed by the party waiving the right. Failure to properly demand compliance or performance will not constitute a waiver of a party's rights hereunder. The waiver by either party of a breach or right under this LA will not constitute a waiver of any subsequent breach or right.This LA will be governed by,and construed in accordance with,the substantive laws of the State of California without regard to conflict of law principles. The federal and state courts situated in Orange County,California will be the exclusive venue for the resolution of all disputes related to this LA.The substantially prevailing party in any dispute arising out of this Agreement shall be entitled to recover its reasonable attorneys'fees. Neither party may assign any of its rights or obligations hereunder,whether by operation of law or otherwise, without the prior written consent of the other party(not to be unreasonably withheld). Notwithstanding the foregoing,either party may assign this LA in its entirety, and any related Sales Orders,without consent of the other party,to an affiliate(defined as any entity which directly or indirectly,through one or more intermediaries,controls,or is controlled by, or is under common control with a party to this LA, by way of majority voting stock ownership or the ability to otherwise direct or cause the direction of the management and policies of such party)or in connection with a merger,acquisition, corporate reorganization,or sale of all or substantially all of its assets not involving a direct competitor of the other party. A party's sole remedy for any purported assignment by the other party in breach of this paragraph shall be, at the non-assigning party's election, termination of this LA and any related Sales Order/subscription upon written notice to the assigning party. In the event of such a termination, Licensor will refund to Licensee any prepaid fees covering the remainder of the term of all subscriptions after the effective date of termination. Subject to the foregoing,this LA shall bind and inure to the benefit of the Parties,their respective successors and permitted assigns; however,unless expressly stated otherwise, nothing herein is intended to benefit or create any rights in any third parties.As of the effective date of this LA,this LA sets forth the entire understanding between the Parties, subject only to subsequently agreed-to Sales Orders, and supersedes all prior agreements, representations, or promises,written or oral,with respect to the EPR. This LA is entered into,and effective as of 12/19/2023, by and between e-PlanSoft,a California Corporation with its principal place of business at 220 Technology Drive,Suite 110 Irvine,CA 10 2415913 Rev:9/18/2023 Page 22 of 428 Agenda Item #2. Oe-F,I g r S C) 92618("licensor") and,Village of Tequesta, FL("Licensee"), with its principal place of business located at 345 Tequesta Drive Tequesta, FL 33469. The individual signing this LA on behalf of Licensee represents and warrants that he/she is authorized to enter into such agreement on behalf of Licensee. Licensee e-PlanSoft Lx M iLyL'i , &,yi1 Paula Montoya Full name Full name U 4 l 14 K 0 A+01AL 1%r I�.tY��Gy coo Title Title wry Paaa Signature Signature a ��►a� Quo �,�:�N Date � 12I1912�23 SEAL `D= Date INCORPORATED FLG��0,� 11 2415913 Rev:9118/2023 Page 23 of 428 Agenda Item #2. Oo-PlariSoft` EXHIBIT A: SOFTWARE AS A SERVICE (SaaS) SERVICE LEVEL AGREEMENT e-PlanSoft('The Company")agrees to provide 99.5%uptime with respect to the Client's Hosted Service during each calendar quarter for the term of service excluding regularly scheduled maintenance times for eplansoft REVIEW(EPR)and goFost Customer Portal. Scheduled and Unscheduled Maintenance Regularly scheduled maintenance time does not count as downtime. Maintenance time is regularly scheduled if it is communicated in accordance with the notice section set forth below at least four(4)business days in advance. Regularly scheduled maintenance time will occur on the weekends or off the hours on weekdays.The Company hereby provides advanced Notice for routine scheduled maintenance as needed. The Company in its sole discretion may take the Service down for unscheduled maintenance and in that event will attempt to notify Client in advance in accordance with the Notice section set forth below.Such unscheduled maintenance will be counted against the uptime guarantee. Updates/Notice This Service Level Agreement may be amended by The Company,in its discretion, but only after providing thirty (30)day notice.Notices will be sufficient if provided to a user designated as an administrator of your account either: (a)as a note on the screen presented immediately after completion of the log in authentication credentials at the log in screen,or(b)by email to the registered email address provided for the administrator(s)for Client's account. Exclusion of Sandbox and Beta Accounts Product sandbox,beta,pilot and debugger and other test environments are expressly excluded from this or any other service level commitment. Support Hours Client support is available Monday-Friday's from 6am-6pm Pacific,excluding holidays. Live-Production Incident Handling—Standard Support The following incident handling and time frames are applicable to live-production environments only,Client will designate personnel who will interface with The Company's Client Support Department, 1. On Line Self Support: The Company will provide to Client at no expense an online Knowledge Base and Online Self Support Site where Client may research issues and questions,report maintenance incidents and receive information regarding new releases and patches. 2. Incident Handling: The Company will provide an incident handling mechanism for Client maintenance requests. The incident handling process will include the following: a. Access to the e-PlanSoft online ticketing system. b. All support tickets and bug reports will be recorded in the ticketing system. c. The Company will only respond to incidents reported via the online ticketing system. d. Client will receive an e-mail with the assigned ticket number. e. Bug Ticket Priority and Severity will be determined by the definitions below. Page 24 of 428 Agenda Item #2. Avo-f lan5oft f. Support Tickets will be responded to in the order received. Initial confirmation response will occur within an Hour g. Enhancement Requests will be responded to in the order received. Initial confirmation response will occur within an hour. Enhancement requests are each evaluated and determined for feasibility within the products, Not all enhancement requests are implemented. 3. Bug Handling:A priority is assigned to a specific bug ticket which therefore sets the order,timing and level of effort in resolving a case: Severity Description of Severity st 'Resolution T Level 1- Critical bug occurring on The Company will respond Upon confirmation of receipt,The Critical production system preventing with confirmation of Company begins continuous work on business operations.A large receipt of incident. the problem and will put forth the number of users are prevented effort to provide a workaround,fix,or from working with no reasonable Follow-up will be provided estimated completion date within 72 workaround. via the ticket system every hours after the problem has been 60 minutes. diagnosed and/or replicated or provided there Is an client representative available to assist with issue diagnosis and testing during the resolution process. Level 2- Major bug occurring on The Company will respond Upon confirmation of receipt,The High production system severely with confirmation of Company will put forth the best effort impacting business_A large receipt of incident. to provide a workaround or fix or number of users are Impacted by estimated completion date within 14 issue,but they are still able to Follow-up will be provided business days after the problem has work in a limited capacity. via the ticket system every been diagnosed and/or replicated. 2 business days. Level 3- A bug causing a partial or non- The Company will respond Upon confirmation of receipt,The Medium critical loss of functionality on with confirmation of Company will put forth the best effort production system.A small receipt of incident. to provide a workaround or fix or number of users are affected. estimated completion date within 21 Follow-up will be provided business days after the problem has via the ticket system every been diagnosed and/or replicated. 5 business days. Level 4- A bug occurring on non- The Company will respond Resolution for the issue may be Low production system or question, I with confirmation of released as a patch set or be comment,feature request, receipt of incident, incorporated into a future release of documentation issue or other the product. non-impacting issue. i Follow-up will be provided via the ticket system every 1 7 business days. Definitions: Bug.A software bug is a flaw,failure,error or fault in a computer software or system that causes it to return unexpected or incorrect results. Page 25 of 428 Agenda Item #2. -I�lan�of 1� Enhancement Request• A enhancement request is for additional product functionality or changed behavior beyond the current intended behavior of the Maintained Software. Technical Support-General software support(Now to)for the e-PlanSoft software products that are not bugs or enhancement requests. _ __ _ Page 26 of 428 Agenda Item #2. 40e-f I lanSoft~ Primary Customer Contact: Bill To:Accounting Agency Name:Village of Tequesta,FL ddress: 345 Tequesta Drive Tequesta,FL 33469-0273 Contact:Wayne Cameron Email:wcarneron@tequesta.org Phone: 5618005995 Order Form Effective Date: Date of Signature in License Agreement Term:The term is for three years following the Order Form Effective Date. Thereafter,the term of this Order Form automatically renews for successive one year periods,each commencing with an anniversary of the Order Form Effective Date ("Renewal Periods-),unless either party notifies the other of its intent not to renew at least 90 days prior to the start of any Renewal Period Payment Terms: Due in full upon execution of this Order Form. FEE SCHEDULE: Year Item Quantity Unit Price Total 1 Full User License 5 $800 $4000 1 Service Hours 81 125 $10,125 2 Full User License 5 $1,050 $5,250 3 Full User License 5 $1,102.50 $5,5,12.50 Page 27 of 428 Agenda Item #2. 40e^piansoft­ e-PlanSoft www.eplansoft.com Aw 1 1 1 Pacifica Suite '00 iM Ire me CA`�261 S Prepared b� c—Flan5oft 877654.3752 Pardo U6111ova S'TA'TENIENT OF NVORK Preparcd . CameronWayne Village of Tequesta, FL 345 Tequesta Drive Date: Tequesta, FL 33469-027311/09/2023 Page 28 of 428 Agenda Item #2. e-plan5aft Contents ProductOverview........................................................................................................................ 18 e-PlanReview................................................................................................................... 18 ProjectSummary.......................................................................................................................... 18 SampleProject Plan................................................................................................ ....20 The e-PlanSofl Project Team...........................................................................................20 The Client Core Project Team.........................................................................................21 ProjectMilestones................. ............. ......................................................... .............................22 AgencyAcceptance Criteria..........................................................................................1.22 Milestones........................................................................................................................22 Contract Acceptance............................................................................................22 Implementation....................................................................................................22 GoLive................................................................................................................27 KeyAssumptions.........................................................................................................................28 PlanReview Workstations...........................................................................................................28 Permit Intake Workstations..........................................................................................................28 ProjectChange Management.......................................................................................................29 ChangeOrder Fonn .....................................................................................................................30 17 r-- Page 29 of 428 Agenda Item #2. "AV e-Flan5oft: Product Overview e-PlanREV1EW e-PlanREVIEW (EPR) is an industry-leading, cloud based collaborative platform for team- based design review and permitting.The platform is designed by industry experts for architectural, engineering,and construction(AEC)companies,as well as state, county,and municipal agencies tasked with code compliance and enforcement. EPR improves results and lowers the cost of doing business in both the private and public sectors by replacing printing, shipping, and storage expenses of paper plans with convenient online document uploads and concurrent, collaborative web-based electronic plan reviews. This Scope of Work describes our cloud-hosted deployment of e-PlanREVIEW (EPR). After completion of this project, EPR will provide the following functionality: 1. Create and manage basic permit data, plan review documents and plan review assignments in EPR. a. Incoming plan review documents are evaluated by our Scout PDF Inspector. b. Documents not approved by PDF Scout Inspector Too/ (PDF Scout) will not be accepted for electronic plan review. 2. Route incoming plan review documents to the appropriate departments/users. 3. Conduct web-based, simultaneous plan reviews. 4. Complete each plan review assignment by choosing either 'acceptance' or `resubmit' status. 5. Generate template Correction Reports. 6. Return `reviewed plans', correction reports and any supporting document to the Applicant. 7. Notify staff members when all plan review assignments have been completed. 8. Ability to download approved plans to your network for long-term retention. 9. Intake 'corrected plan sets' from the Applicant for back check. a. Associate existing markups and comments to the most recent document version. b. Reset existing assignments to a 'Not Started' status. 10.Apply electronic 'stamps' to the reviewed plans, as appropriate. 11.Utilize EPR for paper plan reviews. Project Summary This Statement of Work (SOW) sets forth the scope and definition of the consulting/professional services, work and/or project (collectively, the "Services") to be provided by e-PlanSoft'"" ("e-Plan")to the Agency,for a cloud hosted deployment of e-PlanREVIEW(EPR). 9R Page 30 of 428 Agenda Item #2. e-1'lan5oft At the core of that plan is a detailed Project Schedule Timeline that includes the activities for the project,the resources required to perform those activities,and the schedule for completing them including critical dependencies. The Project Schedule Timeline will be provided to the Client following the project kickoff meeting. We have provided this preliminary statement of work based on current understanding of the activities necessary to produce the required deliverables;we will refine our plan with the Client to ensure activities are clearly defined, to review timeframes, and to ensure each activity reflects an appropriate level of detail. Each activity will be owned by person(s) who are responsible for ensuring it is completed successfully. The project plan will be updated regularly throughout the course of the project and communicated to all participants and stakeholders via email. It is important to identify the project's critical path after the detailed project plan has been developed and prior to the start of the project. The project's critical path is the longest sequential set of activities that must occur in order, based on identified dependencies. The combined end- to-end duration of activities represents required project duration and the project's critical path. This does not account for activities that may occur in parallel but does not contribute to the project's critical path. The project team will schedule conference calls for the project activities. In addition, an updated schedule and an updated progress report that includes the following will be provided: • Activities completed within the current reporting period. • Activities planned for the next reporting period. • Updated schedule including milestones and their statuses (originally scheduled date, current target date, and the number of changes to the date). • Issues or problems requiring resolution. • The status of any changes that affect scope, cost, or schedule. Any work affecting cost will be done only with written consent from the Client. Page 31 of 428 Agenda Item #2. e-Plansoft Sample Project Plan •Project Impterneotahon 'w3ralCr 4qr n4 O fic:of aro Roier.Lour-O ired'na t� Duccovery and data coltechon CO 4cr Data'or CW96a?!Cl Disco--,Yssion r na:e Darn cai lerr or rcr cnnngurat Bicca.i(se�eion Corng Craton �Tralnlnq Adnir is nirg •13 rralr cram rg •I 0.E4ieM+r TI'aMirq on User Acceptance Testing JAT Sei5ar 43L..ncy.,Wing �- UAT Sessor •� A,geno R7inq -Inai C"Fgurabor;--Aew •C So L ye ♦C nar I or to Spoon asR The e-PlanSoft Project Team The following a-Plan personnel will be assigned to ensure the successful completion of this project for the Client: Role Responsibilities Project Manager Responsible for overseeing all aspects of the solution, both from a business,, and technical perspective. Responsible for a-Plan project management activities and creating project management deliverables. Primary point of contact with the Client's Project Manager and responsible for providing status and issue reports to the Client. Implementation Assists with product configuration and participates in end user training (Consultant sessions Technical Provides expertise on the solution architecture, business analysis and Support facilitates communication between client support requests and the product engineers. ?p Page 32 of 428 Agenda Item #2. :0 e-Flsn5oft The Client Core Project Team Dedicated involvement of the following Client personnel will ensure the successful completion of this project for the Client. Some overlap in staff responsibilities in the chart below is understood. The core team should be comprised of subject matter experts (SME's). Role Responsibilities Project Managers Individual(s)with extensive knowledge of the Client's permit intake and assignment distribution requirements. Project Individuals who perform permit intake, counter reviews and may be Coordinators responsible for distributing plan review assignments. Individuals who prepare deliverable packages with the reviewed plans and correction report(s)for return to the applicant. DepartmentlGroup Individuals who manage plan review staff and may be responsible for Manager(s) distributing plan review assignments for their staff and may be responsible for generating deliverable packages with the review plans and correction report(s)for return to the applicant. Plan Reviewers Individuals who conduct plan review and may be responsible for generating the correction report for return to the applicant. Contributors Individuals who will collaborate with the Reviewers to discuss/respond to issues, but who will not conduct plan review. Estimated level of efforts for Agency staff during project implementation Activity Agency Level of effort Kickoff and Project Launch 2-3 hours for core team meeting Discovery and data collection 35-55 hours for core team per department/section/group (e.g., Building. Planning, Public Works) Configuration 2 hours if EPR is building the entire solution 8-24 hours if Agency Admins is participating in building solution Admin Training 3 hours of training for admin users Intake Training 3 hours of training for intake clerks Reviewer Training 3 hours of training for plan reviewers User Acceptance Testing 25-60 hours per user participating in acceptance testing for each department/section/group (e.g., Building, Planning, Public Works) Go Live Support j 2-8 hours for core team meetings 21 Page 33 of 428 Agenda Item #2. e-p Iansof t Hand off to Support Team i 1-2 hours for core team Project Milestones The milestone solution implementation has become a common practice in the industry to address critical business needs quickly and mitigate the risks associated with what has been termed"big bang" approaches that attempt to do too much too soon. The milestones included in the schedule of work, and outlined in more detail below are: 1. Contract Acceptance 2. Implementation 3. Go Live Agency Acceptance Criteria Upon the provision of Milestone completion signoffs, the Client is responsible for either accepting the milestone as complete or providing grounds for non-acceptance within 10 days of delivery. Non-correspondence will result in the de facto acceptance of the milestone or could result in change orders due to additional project time required which is out of scope for this project. Milestones Contract Acceptance Upon signature of the contract. the first milestone is complete. Following formal acceptance of the Contract/Purchase Order,the e-Plan project manager will coordinate the Project Kickoff and Launch meetings with the Client. Implementation Project Kickoff and Launch The project kickoff meeting is a formal meeting that includes Client project stakeholders, Client executives, Client staff as well as the a-Plan Sales and project team members. During this 2-hour presentation, we will review the high-level project plan, discuss the short, and long-term goals, and generally describe EPR. This open forum is an excellent opportunity for the Client executives to 'rally' the staff and set expectations for the what the finished implementation will deliver. In the Project Launch meeting, the a-Plan project manager and core Client personnel shall meet remotely to discuss the following_ 1. Identify the Project Manager who has deep expertise in the Client's internal processes regarding permitting and plan review. This individual will be responsible for ensuring all deliverables are provided to the a-Plan Team on schedule, coordinating time with the Client subject matter experts as well as coordinating 22 Page 34 of 428 Agenda Item #2. tV e-Plan5oft user training and product rollout/go live. The desired go/live date will be confirmed in the kickoff meeting. 2. Review terminology regarding project workflow status, assignment status, document cycles, etc. used in-house is identified to ensure that EPR is configured to use the same terminology. 3. Another item for discussion will be to define how and where electronic documents will be archived for long term retention. 4. Identify the Client's subject matter experts (the project team) who will participate in the product configuration and user acceptance testing (UAT). 5. Discuss and confirm the Project Timeline schedule for each milestone and all deliverables. 6. Confirm the schedule for remote project meetings. 7. Discuss the Discovery Deliverables (see below) that the Client will need to gather. e-PlanSoft Responsibilities: • Provide timely and appropriate responses to Agency's request for information. • Coordinate project planning activities • Complete Baseline Project Plan, Project Status Report Template, and Project Initiation Presentation deliverables with input from appropriate Agency resources Agency Responsibilities: • Identify and set expectations with key resources and subject matter experts for ongoing participation in the project. • Provide timely and appropriate responses to e-PlanSoft requests for project planning input and meeting logistics requests. • Provide meeting facilities for Virtual Kickoff and other remote activities. Discovery Following the project kick off presentation, the Discovery milestone is dedicated to collecting information needed for configuring the products to conduct the training and rollout of EPR. It has several steps and components: The Client shall gather the following deliverables', listed below, in the format provided by e-PlanSoft. This information will be used to configure EPR and user acceptance testing (UAT). 1. List of all re cord s/appticationslprojectslpermits. 2. An updated staff organizational chart for the departments/agencies involved in the project. 3. Usernames, user roles, department/agency affiliation, user email and phone number. 4. A sample representative document(s) for the Correction Report letter in Word 71 Page 35 of 428 Agenda Item #2. ,0 e-P lan5of t format. 5. A representative sample of electronic stamps (saved in .PNG format) for use by the EPR plan reviewers. a. PNG images with transparent backgrounds are recommended. 6. Standard Comments/Checklists in Excel format to be uploaded into the EPR Standard Comment Library, via an XLS template provided by a-Plan. 7. A Client email account (for example: donotreply(i-domainname.com) that EPR can use to send automated emails to Client staff(email notification alerts). Requires opening firewall port 25. e-PlanSoft Responsibilities: • Provide EPR expertise. Agency Responsibilities: • Provide lists of requested data Configuration Tasks include: 1. Creation of User accounts, no more than 5 created. 2. Confirm the EPR groups (departments/agencies), no more than 25 created. 3. Configure the EPR application and project type lists, no more than 25 created. 4. Configure Correction Report template, no more than 1 created. 5. Upload standard comments into the EPR Comment Library, no more than 200 created. 6. Configure the EPR color scheme 'branding' and login page landing image. 7, Upload Electronic stamps (.PNG format) and assign them to the appropriate Reviewers, no more than 5 created. 8. Confirm/configure the EPR permission settings. 9. Enter the Client email account that EPR will use to send automated emails to Client staff. For example: DoNotReply@Clientdomain.org 10.Create sample projects and upload sample plans for training of Client staff. Plans shall meet electronic submittal requirements. During the completion of this milestone, the Client will validate that configuration for EPR is complete. The project schedule will be updated to indicate the completion of the Configuration milestone. e-PlanSoft Responsibilities: • Complete EPR Configuration Agency Responsibilities: • Validate EPR Configuration 24 Page 36 of 428 Agenda Item #2. e-Plansoft Training e-PlanSoft will provide comprehensive training for EPR users per the course outline below. Training is offered as follows: Course Description Intended Audience Sessions EPR training for Administrators: EPR Administrators 1 User accounts, permissions, configuration. EPR training for Intake and Deliverables: Permit Intake staff, Group 1 PDF Scout inspector and OCR. managers, Permit QA Preparing Correction reports and project Supervisors deliverables, EPR training for Reviewers: Reviewers, Group managers, 1 Performing plan review. Permit QA Supervisors. Plan review using paper-based plans. Preparing Correction reports and project eliverables. `Additional training is available at the rate indicated on your Purchase Order/Sales Order, Ti-aining Materials EPR online help can be accessed from within the products by selecting the help icon. Several training videos for users of the EPR Review page are available. Training Environment To facilitate the best possible experience for web training, user should have available: 1. Workstationsllaptop for each trainee a. Latest version of Chrome. b. 27-inch monitors. 2. A communication device such as a phone, headset, or microphone and speakers. 3. A maximum class size of 15 users is recommended to complete the training in the time allotted. Once training has been completed, this milestone will be complete. The project schedule will be updated to indicate the completion of the Training milestone. User Acceptance Testing (UAT) In this milestone, the core project team will devote a dedicated period to testing the full process from end to end in EPR_ Requirements on the Agency for UAT testing are typically .5-1 hour of testing per record/permit type. 25 Page 37 of 428 Agenda Item #2. 40 e-FIanSoft The desired goal is to confirm the configuration is working properly. UAT For EPR Testing EPR includes the following: 1. Submitting the project in EPR 2. Confirming optical character recognition (OCR) of the sheet numbers on the incoming plans. 3. Performing plan review including adding comments, markups, stamps, measurements. 4. Generating a Correction Report. 5. Preparing a deliverable package. 6. Sending deliverable package from EPR to applicant. 7. Resubmitting plans in EPR. 8, Accepting and routing the next submittal to the plan reviewers. 9. Stamping the final approved set of plans. 10. Downloading the approved final set for long term retention. 11, Sending the Approved deliverable from EPR to applicant 12. Closing the project record The Client needs to test every record and workflow process to be successful. During User Acceptance testing, the Agency can expect to spend .5-1 hour per person, per record for testing all the EPR processes. For example, if an Agency has 50 permit types to test it will take one person anywhere from 25 hours (3 days) to 50 hours (1.25 weeks). e-PlanSoft Responsibilities: • Provide timely responses to Agency's UAT bugs and questions. • Fix all go-live critical bugs and log bugs not being fixed and provide a mitigation plan on when bug will be resolved. Agency Responsibilities: • Identify Test cases for UAT. • Perform UAT and provide signoff. Once UAT has been completed, this milestone will be completed. The project schedule will be updated to indicate the completion of the UAT milestone. Page 38 of 428 Agenda Item #2. e-Plansoft" Go Live Soft Launch for Targeted Clients We recommend a soft launch approach as the Client rolls out to a targeted number of your constituents who have attended the training session. This will provide some time for everyone to settle in and get comfortable with the process changes, after which the Client can expand the offering on more clients in a managed schedule. Communication Schedule communication event Client wide re: electronic plan review acceptance. Announce a Go-Live date and update the Client website. This completes the implementation of the project. All milestone deliverables are complete. 7` Page 39 of 428 Agenda Item #2. e-plan5oft Key Assumptions 1. The Client shall provide the required documentation for configuring the product as specified in this SOW. 2. The a-Plan Project Manager and Client POC will schedule calls as required for this project. 3. The Client commits the necessary staff and dedicated resources be available for the agreed upon project schedule Timeline. 4. Delays to the project caused by staff unavailability will negatively impact the project schedule. Plan Review Workstations 1. EPR is supported on the Chrome and EDGE browsers although Chrome is the preferred browser. 2. EPR requires popups to be enabled for the specific domain to which EPR is deploved. (Any Client policy to disable browser popups must be allowed for your EPR URL.) 3. We recommend that Adobe Reader be installed on workstations. 4. EPR Reviewers should have at minimum, two 27" + inch monitors running in high definition (1920x1080p). A graphics card capable of supporting two 27-inch+ monitors is recommended. Permit Intake Workstations 1. EPR is supported on the Chrome and EDGE browsers although Chrome is the preferred browser. 2. EPR requires popups to be enabled for the specific domain to which EPR is deployed. (Any Client policy to disable browser popups must be allowed for your EPR URL.) 3. We recommend that Adobe Pro be installed on the Permit Intake workstations. This document includes a non-exhaustive summary of basic workstation requirements. For full e-PlanREVIEW workstation requirements refer to User Workstation Requirements. 29 Page 40 of 428 Agenda Item #2. Deplansoft eplansoft REv/IEW 2gopost, Project Change Management The purpose of Project Change Management is to define the process that will be utilized by the project to manage and account for changes to project scope, cost, and schedule, All project tasks must be approached with an understanding of the project scope and critically examined within the context of project scope, cost, and schedule management. The purpose of Project Change Management is not to eliminate change, but rather to define a process allowing the proposed changes to be properly identified, evaluated, and escalated as necessary. The Change Order Process defines anything that changes the Statement of Work, duration of the project or contract values. The Change Order Processes will follow the steps outlined below. A Change Order Request Form must be completed for all changes requested by either e-PlanSoft or the Client that further clarifies impact or deviate from the approved SOW or MSA. The e-PlanSoft Project Manager will be responsible for managing all Change Order requests submitted on the project in accordance with the following process: 1. All requests must be submitted in writing to the e-PlanSoft Project Manager either by e-mail or hard copy to be recognized as a formal request. Verbal requests or voice mail will not be considered formal change order requests. The Change Order Request Form, shown in an Appendix of this SOW, should be used to document in detail the change and provide justification for why it is needed. The initial submission must also document the estimated work effort and cost specifically for investigating what it would take to implement the change if approved. Based on the impact analysis and the estimated work effort and cost, representatives from both e-PlanSoft and the Client will jointly determine whether to proceed with the investigation. If the investigation is rejected, then the Change Order request is considered rejected, and no further action is required. If it is accepted, then the requester (or its assignees) will then determine the impact of implementing the change on the project. The Client is responsible for completing any additional paperwork required because of this change (e.g., internal contract change documents). 2. In investigating the impact of the Change Order on the project, the requester (or its assignees) will determine the impact and change on the cost, schedule, and manpower originally estimated for the project. The requester will also determine the impact on the SOW and any revisions to the language that may be required, as well as the estimated work effort and cost to implement the Change Order. Once the investigation has been completed, the requester will complete the Change Order Request Form with the information gathered in this step and resubmit it to the project manager for coordinating the review and approval. 3. Based on the estimated work effort and cost, representatives from both e- PlanSoft and the Client will jointly determine whether to proceed with implementing the Change Order. If the implementation is rejected, then _ Page 41 of 428 Agenda Item #2. eplanso€t eplanso€t 10 REVIEW-' 13gopost, the Change Order request is considered rejected, and no further action is required. If the Change Order is accepted, the Change Order request is considered approved. Once all appropriate signatures have been obtained for the Change Order, the approved Change Order will become part of the overall agreement and an amendment to the SOW. The amended SOW will become the new baseline document upon which any new changes will be based. 4. Hourly rates defined in your Purchase Order/Sales Order will apply. Change Order Form FProposed Change(s)AND Reason/Justification for Change(indicate Urgency Level) Urgency Level: ❑ High ❑ Medium ❑ Low Project Name and Control NUMBER: Requestor: Organization: Date of Request: Description of Change: Impact of Change(s): Impact on Resources: Impact on Schedule: Impact on Requirements: Impact on Cost: Assumptions/Risks: Alternatives to Proposed Change(s)(if any): SUMMARY of Total Impact of Change 3� Page 42 of 428 Agenda Item #2. goeplansoft eplansoft RE✓IEW egopost Resources: Schedule: Requirements: Cost: 31 Page 43 of 428 Agenda Item #2. Primary Customer Contact: Bill To: Agency Name:Village of Tequesta,FL ddress: 3-45 Tequesta Drive Tequesta,FL 33469-0273 Contact:Wayne Cameron Email:wcameron@tequesta.org Phone:5618005995 Order Form Effective Date: Date of Signature in License Agreement Term:The term is for three years following the Order Form Effective Date. Thereafter the term of this Order Form automatically renews for successive one year periods,each commencing with an anniversary of the Order Form Effective Date('Renewal Periods"),unless either party notifies the other of its intent not to renew at least 90 days prior to the start of any Renewal Period Payment Terms:Due in full upon execution of this Order Form, FEE SCHEDULE. Year Item Quantity Unit Price Total 1 Full User License 5 $800 $4000 1 Service Hours 81 125 $10,125 2 Full User License 5 $1,050 $5,250 3 Full User License 5 $1,102.50 $5,512.50 Page 44 of 428 Agenda Item #2. e-PlanSoft www.eplansoft.com 4w 111 Pacifica,Suite '00 iN Irvine CA 92618 Prepared by e- 'lan5oft 877.654.3 S2 Paulo Montoya STATEMENT OF WORK Prepared . Wayne Cameron Village of • 345 Tequesta Drive Date: Tecluesta, FL 33469-0273i• 561-800-5995 wcameron@tequesta.org Page 45 of 428 Agenda Item #2. e-plan5oft- ProductOverview.................................................................................................................. 3 e-PlanReview .................................................................................................................... 3 ProjectSummary................................................................................................................... 3 SampleProject Plan.......................................................................................................... 5 Thee-PlanSoft Project Team............................................................................................. 5 The Client Care Project Team ........................................................................................... 6 ProjectMilestones................................................................................................................. 7 AgencyAcceptance Criteria............................................................................................... 7 Milestones ......................................................................................................................... 7 ContractAcceptance...................................................................................................... 7 Implementation .............................................................................................................. 7 GoLive .........................................................................................................................11 KeyAssumptions .................................................................................................................12 Plan Review Workstations....................................................................................................12 Permit Intake Workstations ..................................................................................................12 ProjectChange Mlanagement...............................................................................................13 ChangeOrder Form.............................................................................................................14 2 Page 46 of 428 Agenda Item #2. AV e-Plansoft Product Overview e-PIanREVIEW e-PlanREVIEW (EPR) is an industry-leading, cloud based collaborative platform for team-based design review and permitting. The platform is designed by industry experts for architectural, engineering, and construction (AEC)companies,as well as state,county,and municipal agencies tasked with code compliance and enforcement. EPR improves results and lowers the cost of doing business in both the private and public sectors by replacing printing, shipping, and storage expenses of paper plans with convenient online document uploads and concurrent, collaborative web-based electronic plan reviews. This Scope of Work describes our cloud-hosted deployment of e-PlanREVIEW (EPR). After completion of this project, EPR will provide the following functionality: 1. Create and manage basic permit data, plan review documents and plan review assignments in EPR. a. Incoming plan review documents are evaluated by our Scout PDF Inspector. b. Documents not approved by PDF Scout Inspector Tool(PDF Scout) will not be accepted for electronic plan review. 2. Route incoming plan review documents to the appropriate departments/users. 3. Conduct web-based, simultaneous plan reviews. 4. Complete each plan review assignment by choosing either 'acceptance' or `resubmit' status. 5. Generate template Correction Reports. 6. Return 'reviewed plans', correction reports and any supporting document to the Applicant. 7. Notify staff members when all plan review assignments have been completed. 8. Ability to download approved plans to your network for long-term retention. 9. Intake `corrected plan sets'from the Applicant for back check. a. Associate existing markups and comments to the most recent document version. b. Reset existing assignments to a 'Not Started' status. 10.Apply electronic'stamps' to the reviewed plans, as appropriate. 11. Utilize EPR for paper plan reviews. Project Summary This Statement of Work (SOW) sets forth the scope and definition of the consulting/professional services, work and/or project (collectively, the "Services") to be provided by e-PlanSoft"" ("e- Plan")to the Agency, for a cloud hosted deployment of e-PlanREVIEW (EPR). At the core of that plan is a detailed Project Schedule Timeline that includes the activities for the project, the resources required to perform those activities, and the schedule for completing them including critical dependencies. The Project Schedule Timeline will be provided to the Client following the project kickoff meeting. 3 Page 47 of 428 Agenda Item #2. ,AV e-P1an5oft We have provided this preliminary statement of work based on current understanding of the activities necessary to produce the required deliverables; we will refine our plan with the Client to ensure activities are clearly defined, to review timeframes, and to ensure each activity reflects an appropriate level of detail. Each activity will be owned by person(s) who are responsible for ensuring it is completed successfully. The project plan will be updated regularly throughout the course of the project and communicated to all participants and stakeholders via email. It is important to identify the project's critical path after the detailed project plan has been developed and prior to the start of the project. The project's critical path is the longest sequential set of activities that must occur in order, based on identified dependencies_ The combined end- to-end duration of activities represents required project duration and the project's critical path. This does not account for activities that may occur in parallel but does not contribute to the project's critical path. The project team will schedule conference calls for the project activities. In addition, an updated schedule and an updated progress report that includes the following will be provided' • Activities completed within the current reporting period. • Activities planned for the next reporting period. • Updated schedule including milestones and their statuses (originally scheduled date, current target date, and the number of changes to the date). • Issues or problems requiring resolution. • The status of any changes that affect scope, cost, or schedule. Any work affecting cost will be done only with written consent from the Client. 4 __ Page 48 of 428 Agenda Item #2. 1AW e-Flan5oft" Sample Project Plan •Project Implemenlalian ;grlrafT Sgr ng 0 �tYnf Ord Role:'laur¢h irdarna r Dacovery and data collechan I C5o eCt:;aU-or:onrg6-a;irpn itixa.err Session i -na:e gas r�iKrrar tgr conngurar_ I Di co.Hy Sid:ion 7===, .orfig.irstdn -TMalnp Adni,-re nirg •❑ rare Tram rg lejeoar Tralnirg on User Acoeptaace 7ntisg J''1 UAT Sow . Aaercy ro4tinp � uCT Sessar +� 4pe^4'fisting +� flnai Ccnf9ura0sr Bs-dew .G so L ve �O na IattoScjt nary ai'ca SuPnar.reew The e-PlanSoft Project Team The following a-Plan personnel will be assigned to ensure the successful completion of this project for the Client: Responsibilities Project Manager Responsible for overseeing all aspects of the solution, both from a business: and technical perspective. Responsible for a-Plan project management activities and creating project management deliverables. Primary point of contact with the Client's Project Manager and responsible for providing status and issue reports to the Client. Implementation Assists with product configuration and participates in end user training Consultant sessions Technical Provides expertise on the solution architecture, business analysis and Support facilitates communication between client support requests and the product engineers. s Page 49 of 428 Agenda Item #2. e-PlanSoft The Client Core Project Team Dedicated involvement of the following Client personnel will ensure the successful completion of this project for the Client. Some overlap in staff responsibilities in the chart below is understood, The core team should be comprised of subject matter experts (SME's)- Role Responsibilities Project Managers Individual(s) with extensive knowledge of the Client's permit intake and assignment distribution requirements. Project Individuals who perform permit intake, counter reviews and may be Coordinators responsible for distributing plan review assignments. Individuals who prepare deliverable packages with the reviewed plans and correction report(s)for return to the applicant. Department/Group Individuals who manage plan review staff and may be responsible for Manager(s) distributing plan review assignments for their staff and may be responsible for generating deliverable packages with the review plans and correction report(s)for return to the applicant. Plan Reviewers Individuals who conduct plan review and may be responsible for generating the correction report for return to the applicant. Contributors Individuals who will collaborate with the Reviewers to discuss/respond to issues, but who will not conduct plan review. Estimated level of efforts for Agency staff during project implementation Activity Agency Level of effort Kickoff and Project Launch meeting 2-3 hours for core team Discovery and data collection 35-55 hours for core team per department/section/group (e.g., Building, Planning, Public Works) Configuration 2 hours if EPR is building the entire solution 8-24 hours if Agency Admins is participating in building solution Admin Training 3 hours of training for admin users Intake Training _ 3 hours of training for intake clerks Reviewer Training 3 hours of training for plan reviewers User Acceptance Testing 25-60 hours per user participating in acceptance testing for each department/section/group (e.g., Building, Planning, Public Works) Go Live Support 2-8 hours for core team meetings Hand off to Support Team 1-2 hours for core team 6 Page 50 of 428 Agenda Item #2. 40 e-p Iansoft; Project Milestones The milestone solution implementation has become a common practice in the industry to address critical business needs quickly and mitigate the risks associated with what has been termed "big bang" approaches that attempt to do too much too soon. The milestones included in the schedule of work, and outlined in more detail below are: 1. Contract Acceptance 2, Implementation 3. Go Live Agency Acceptance Criteria Upon the provision of Milestone completion signoffs, the Client is responsible for either accepting the milestone as complete or providing grounds for non-acceptance within 10 days of delivery. Non-correspondence will result in the de facto acceptance of the milestone or could result in change orders due to additional project time required which is out of scope for this project. Milestones Contract Acceptance Upon signature of the contract, the first milestone is complete. Following formal acceptance of the Contract/Purchase Order, the e-Plan project manager will coordinate the Project Kickoff and Launch meetings with the Client. Implementation Project Kickoff and Launch The project kickoff meeting is a formal meeting that includes Client project stakeholders, Client executives, Client staff as well as the e-Plan Sales and project team members. During this 2-hour presentation, we will review the high-level project plan, discuss the short, and long-term goals, and generally describe EPR. This open forum is an excellent opportunity for the Client executives to `rally'the staff and set expectations for the what the finished implementation will deliver. In the Project Launch meeting, the e-Plan project manager and core Client personnel shall meet remotely to discuss the following. 1. Identify the Project Manager who has deep expertise in the Client's internal processes regarding permitting and plan review_ This individual will be responsible for ensuring all deliverables are provided to the e-Plan Team on schedule, coordinating time with the Client subject matter experts as well as coordinating user training and product rollout/go live. The desired goilive date will be confirmed in the kickoff meeting. 2. Review terminology regarding project workflow status, assignment status, document cycles, etc. used in-house is identified to ensure that EPR is configured to use the same 7 Page 51 of 428 Agenda Item #2. .11 e-PlarSoft terminology. 3. Another item for discussion will be to define how and where electronic documents will be archived for long term retention. 4. Identify the Client's subject matter experts (the project team) who will participate in the product configuration and user acceptance testing (UAT). 5. Discuss and confirm the Project Timeline schedule for each milestone and all deliverables. 6. Confirm the schedule for remote project meetings. 7. Discuss the Discovery Deliverables (see below) that the Client will need to gather. e-PlanSoft Responsibilities: • Provide timely and appropriate responses to Agency's request for information. • Coordinate project planning activities • Complete Baseline Project Plan, Project Status Report Template, and Project Initiation Presentation deliverables with input from appropriate Agency resources Agency Responsibilities: • Identify and set expectations with key resources and subject matter experts for ongoing participation in the project_ • Provide timely and appropriate responses to e-PlanSoft requests for project planning input and meeting logistics requests. • Provide meeting facilities for Virtual Kickoff and other remote activities. Discovery Following the project kick off presentation, the Discovery milestone is dedicated to collecting information needed for configuring the products to conduct the training and rollout of EPR. It has several steps and components: The Client shall gather the following deliverables*, listed below, in the format provided by e- PlanSoft. This information will be used to configure EPR and user acceptance testing (UAT). 1 List of all records/applicationsiprojectsl permits. 2. An updated staff organizational chart for the departments/agencies involved in the project. 3. Usemames, user roles, departmenVagency affiliation, user email and phone number. 4. A sample representative document(s)for the Correction Report letter in Word format. 5. A representative sample of electronic stamps (saved in .PNG format)for use by the EPR plan reviewers. a. PNG images with transparent backgrounds are recommended. 6. Standard Comments/Checklists in Excel format to be uploaded into the EPR Standard Comment Library, via an XLS template provided by a-Plan. 7. A Client email account(for example: donotreplyQ-domainname.com)that EPR can use to send automated emails to Client staff(email notification alerts). Requires opening firewall port 25. 8 Page 52 of 428 Agenda Item #2. e-Plan5oft e-PlanSoft Responsibilities: Provide EPR expertise. Apencv Responsibilities: • Provide lists of requested data Configuration Tasks include: 1.Creation of User accounts, no more than 5 created. 2.Confirm the EPR groups (departments/agencies), no more than 25 created. 3.Configure the EPR application and project type lists, no more than 25 created, 4.Configure Correction Report template, no more than 1 created. 5.Upload standard comments into the EPR Comment Library, no more than 200 created. 6.Configure the EPR color scheme 'branding' and login page landing image. 7.Upload Electronic stamps (.PNG format)and assign them to the appropriate Reviewers, no more than 5 created. 8.Confirmiconfigure the EPR permission settings. 9.Enter the Client email account that EPR will use to send automated emails to Client staff. For example: DoNotReply@Clientdomain.org 10. Create sample projects and upload sample plans for training of Client staff. Plans shall meet electronic submittal requirements. During the completion of this milestone, the Client will validate that configuration for EPR is complete. The project schedule will be updated to indicate the completion of the Configuration milestone. e-PlanSoft Responsibilities: • Complete EPR Configuration Agency Responsibilities: Validate EPR Configuration Training e-PlanSoft will provide comprehensive training for EPR users per the course outline below. Training is offered as follows: Course Description Intended Audience EPR training for Administrators: EPR Administrators 1 User accounts, permissions, configuration, EPR training for Intake and Deliverables: Permit Intake staff, Group 1 PDF Scout inspector and OCR. managers, Permit QA Prepahng Correction reports and project Pupervisors 4 Page 53 of 428 Agenda Item #2. AV e-Plan5oft deliverables. EPR training for Reviewers: Reviewers, Group managers, 1 Performing plan review. Permit QA Supervisors. Plan review using paper-based plans. Preparing Correction reports and project eliverables. `Additional training is available at the rate indicated on your Purchase Order/Sales Order. Training Materials EPR online help can be accessed from within the products by selecting the help icon. Several training videos for users of the EPR Review page are available. Training Environment To facilitate the best possible experience for web training, user should have available: 1. Workstations/laptop for each trainee a. Latest version of Chrome. b. 27-inch monitors. 2. A communication device such as a phone, headset, or microphone and speakers. 3. A maximum class size of 15 users is recommended to complete the training in the time allotted. Once training has been completed, this milestone will be complete. The project schedule will be updated to indicate the completion of the Training milestone. User Acceptance Testing (UAT) In this milestone, the core project team will devote a dedicated period to testing the full process from end to end in EPR. Requirements on the Agency for UAT testing are typically .5-1 hour of testing per record/permit type. The desired goal is to confirm the configuration is working properly. UAT For EPR Testing EPR includes the following: 1. Submitting the project in EPR 2. Confirming optical character recognition (OCR)of the sheet numbers on the incoming plans. 3. Performing plan review including adding comments, markups, stamps, measurements. 4. Generating a Correction Report. 5. Preparing a deliverable package. 6. Sending deliverable package from EPR to applicant. 10 Page 54 of 428 Agenda Item #2. Awr e-�lan5oft 7. Resubmitting plans in EPR. 8, Accepting and routing the next submittal to the plan reviewers. 9. Stamping the final approved set of plans. 10. Downloading the approved final set for tong term retention. 11.. Sending the Approved deliverable from EPR to applicant 12. Closing the project record The Client needs to test every record and workflow process to be successful. During User Acceptance testing, the Agency can expect to spend .5-1 hour per person, per record for testing all the EPR processes. For example, if an Agency has 50 permit types to test it will take one person anywhere from 25 hours(3 days)to 50 hours (1.25 weeks). e-PlanSoft Responsibilities: • Provide timely responses to Agency's UAT bugs and questions. • Fix all go-live critical bugs and log bugs not being fixed and provide a mitigation plan on when bug will be resolved. Agency Responsibilities: • Identify Test cases for UAT. • Perform UAT and provide signoff. Once UAT has been completed, this milestone will be completed. The project schedule will be updated to indicate the completion of the UAT milestone. Go Live Soft Latinch for Targeted Clients We recommend a soft launch approach as the Client rolls out to a targeted number of your constituents who have attended the training session. This will provide some time for everyone to settle in and get comfortable with the process changes, after which the Client can expand the offering on more clients in a managed schedule. (-r),i-)z-ntjnicatioi Schedule communication event Client wide re: electronic plan review acceptance. Announce a Go-Live date and update the Client website. This completes the implementation of the project. All milestone deliverables are complete. 11 Page 55 of 428 Agenda Item #2. AV e-Plansoft Key Assumptions 1. The Client shall provide the required documentation for configuring the product as specified in this SOW. 2. The a-Plan Project Manager and Client POC will schedule calls as required for this project. 3. The Client commits the necessary staff and dedicated resources be available for the agreed upon project schedule Timeline. 4. Delays to the project caused by staff unavailability will negatively impact the project schedule. Plan Review Workstations 1. EPR is supported on the Chrome and EDGE browsers although Chrome is the preferred browser, 2. EPR requires popups to be enabled for the specific domain to which EPR is deployed. (Any Client policy to disable browser popups must be allowed for your EPR URL.) 3. We recommend that Adobe Reader be installed on workstations. 4. EPR Reviewers should have at minimum, two 27" + inch monitors running in high definition (1 920xl 080p). A graphics card capable of supporting two 27-inch+ monitors is recommended. Permit Intake Workstations 1. EPR is supported on the Chrome and EDGE browsers although Chrome is the preferred browser. 2. EPR requires popups to be enabled for the specific domain to which EPR is deployed. (Any Client policy to disable browser popups must be allowed for your EPR URL.) 3. We recommend that Adobe Pro be installed on the Permit Intake workstations. This document includes a non-exhaustive summary of basic workstation requirements. For full e-PlanREV1EW workstation requirements refer to User Workstation Requirements, 12 Page 56 of 428 Agenda Item #2. ,40 c'-plansoft y Project Change Management The purpose of Project Change Management is to define the process that will be utilized by the project to manage and account for changes to project scope, cost, and schedule. All project tasks must be approached with an understanding of the project scope and critically examined within the context of project scope, cost, and schedule management. The purpose of Project Change Management is not to eliminate change, but rather to define a process allowing the proposed changes to be properly identified, evaluated, and escalated as necessary. The Change Order Process defines anything that changes the Statement of Work, duration of the project or contract values. The Change Order Processes will follow the steps outlined below. A Change Order Request Form must be completed for all changes requested by either e-PlanSoft or the Client that further clarifies impact or deviate from the approved SOW or MSA. The e- PlanSoft Project Manager will be responsible for managing all Change Order requests submitted on the project in accordance with the following process: 1. All requests must be submitted in writing to the e-PlanSoft Project Manager either by e- mail or hard copy to be recognized as a formal request. Verbal requests or voice mail will not be considered formal change order requests. The Change Order Request Form, shown in an Appendix of this SOW, should be used to document in detail the change and provide justification for why it is needed. The initial submission must also document the estimated work effort and cost specifically for investigating what it would take to implement the change if approved. Based on the impact analysis and the estimated work effort and cost, representatives from both e-PlanSoft and the Client will jointly determine whether to proceed with the investigation. If the investigation is rejected, then the Change Order request is considered rejected, and no further action is required. If it is accepted, then the requester(or its assignees)will then determine the impact of implementing the change on the project. The Client is responsible for completing any additional paperwork required because of this change(e.g., internal contract change documents). 2. In investigating the impact of the Change Order on the project, the requester (or its assignees)will determine the impact and change on the cost, schedule, and manpower originally estimated for the project. The requester will also determine the impact on the SOW and any revisions to the language that may be required, as well as the estimated work effort and cost to implement the Change Order. Once the investigation has been completed, the requester will complete the Change Order Request Form with the information gathered in this step and resubmit it to the project manager for coordinating the review and approval. 3. Based on the estimated work effort and cost, representatives from both e-PlanSoft and the Client will jointly determine whether to proceed with implementing the Change Order. If the implementation is rejected, then the Change Order request is considered rejected, and no further action is required. If the Change Order is accepted, the Change Order request is considered approved. Once all appropriate signatures have been obtained for the Change Order, the approved Change Order will become part of the overall agreement and an amendment to the SOW.The amended SOW will become the new baseline document upon which any new changes will be based. 4. Hourly rates defined in your Purchase Order/Sales Order will apply. 13 Page 57 of 428 Agenda Item #2. AV C-Plansoft Change Order Form Proposed Change(s)AND Reason/Justification for Change(Indicate Urgency Level) Urgency Level: ❑ High ❑ Medium ❑ Low Project Name and Control NUMBER: Requestor: Organization: Date of Request: Description of Change: Impact of Change(s): Impact on Resources: Impact on Schedule: Impact on Requirements: Impact on Cost: Assumptions/Risks: Alternatives to Proposed Change(s)(if any): SUMMARY of Total Impact of Change Resources: Schedule: Requirements: Cost: 14 Page 58 of 428 Agenda Item #2. PUBLIC RECORDS. In accordance with Sec. 119.0701, Florida Statutes, CONTRACTOR must keep and maintain this Agreement and any other records associated therewith and that are associated with the performance of the work described in the Proposal or Bid. Upon request from the Village's custodian of public records, CONTRACTOR must provide the Village with copies of requested records, or allow such records to be inspected or copied, within a reasonable time in accordance with access and cost requirements of Chapter 119, Florida Statutes. A CONTRACTOR who fails to provide the public records to the Village, or fails to make them available for inspection or copying, within a reasonable time may be subject to attorney's fees and costs pursuant to Sec. 119.0701, Florida Statutes, and other penalties under Sec. 119.10, Florida Statutes. Further, CONTRACTOR shall ensure that any exempt or confidential records associated with this Agreement or associated with the performance of the work described in the Proposal or Bid are not disclosed except as authorized by law for the duration of the Agreement term,and following completion of the Agreement if the CONTRACTOR does not transfer the records to the Village. Finally, upon completion of the Agreement, CONTRACTOR shall transfer, at no cost to the Village, all public records in possession of the CONTRACTOR, or keep and maintain public records required by the Village. If the CONTRACTOR transfers all public records to the Village upon completion of the Agreement, the CONTRACTOR shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the CONTRACTOR keeps and maintains public records upon completion of the Agreement, the CONTRACTOR shall meet all applicable requirements for retaining public records. Records that are stored electronically must be provided to the VILLAGE, upon request from the Village's custodian of public records, in a format that is compatible with the Village's information technology systems. IF CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT, PLEASE CONTACT THE VILLAGE CLERK, RECORDS CUSTODIAN FOR THE VILLAGE, AT (561) 768-0440, OR AT Imcwilliams@tequesta.org, OR AT 345 TEQUESTA DRIVE, TEQUESTA, FLORIDA 33469. Pursuant to Article XII of the Palm Beach County Charter, the Office of the Inspector General has jurisdiction to investigate municipal matters, review and audit municipal contracts and other transactions, and make reports and recommendations to municipal governing bodies based on such audits, reviews, or investigations. All parties doing business with the Village shall fully cooperate with the inspector general in the exercise of the inspector general's functions, authority, and power. The inspector general has the power to take sworn statements, require the production of records, and to audit, monitor, investigate and inspect the activities of the Village, as well as contractors and lobbyists of the Village in order to detect, deter, prevent, and eradicate fraud,waste, mismanagement, misconduct, and abuses. Page 59 of 428 Agenda Item #2. "The Village of Tequesta strives to be an inclusive environment. As such, it is the Village's policy to comply with the requirements of Title II of the American with Disabilities Act of 1990 ("ADA") by ensuring that the Contractor's [ agreement/bid documents and specifications] are accessible to individuals with disabilities. To comply with the ADA, the Contractor shall provide a written statement indicating that all [ agreement /bid documents and specifications], from Contractor, including files, images,graphics,text, audio, video, and multimedia, shall be provided in a format that ultimately conforms to the Level AA Success Criteria and Conformance Requirements of the Web Content Accessibility Guidelines 2.0 (Dec. 11, 2008) ("WCAG 2.0 Level AA"), published by the World Wide Web Consortium ("WK"), Web Accessibility Initiative ("WAI"), available at www.w3.org/TR/WCAG/." Page 60 of 428