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HomeMy WebLinkAboutDocumentation_Regular_Tab 09_11/10/2016 ���� f � � �� ��,r�` �< ;:c �� � - y. k � ..6 � � � , �� � �� ��. ��t ; � � r �,( j,v; e �. � . ..�.� .._ . X , . �K.,, . :. , , � ��� �� f� � � �vrEMOiR.�vv�v-�vr Y �µ =} ti s ��,�� ,,� .� �� �� ����� � �� �F� �� � �t.�,;--..�-.� ;.�� e ue �. � €� �,•.�4� DATE: NOVEMBER 3, 2016 TO: MICHAEL R. COUZZO, VII�LAGE MANAGER FROM: JOANN FORSYTFIE, FINANCE DIRECTOR RE: APPROVING TI� PIGGYBACK CONTRACT WITH BS&A AND APPROPRIATING AN ADDITIONAL $8,300.00 � Attached is a resolution requesting the Village Council to approve the piggyback contract for computer software license and services and appropriating an additional $8,300.00 as the � amount the Village budgeted for this purchase was estimated lower than the final quote. The purpose of this purchase is to upgrade and integrate software applications throughout the Village of Tequesta and increasing the efficiency of department workflow. The contract has been reviewed by the Village Attorney, IT and Finance and is being forwarded to the Village Council for final approval. 11/4/164:57 PM I RESOLUTION NO. 36-16 A RESOLUTION OF THE VILLAGE COUNCIL OF THE VII�LAGE OF TEQUESTA, FLORIDA, APPROVING THE PIGGYBACK CONTRACT FOR COMPUTER SOFTWARE LICENSE AND SERVICES WITH BELLEFEUIL, SZUR & ASSOCIATES, INCORPORATED IN THE AMOUNT OF $180, 715.00 AND AMENDING AND INCREASING THE 2016/2017 GENERAL FiJND #001 BUDGET BY $8,300.00; PROVIDING FOR SEVERABILITY; PROVIDING AN EFFECTIVE DATE; AND FOR OTHER PURPOSES. WHEREAS, the Village is entering into a computer software license and services agreement with Bellefeuil, Szur & Associates, Inc. for the purchase of BS&A Soflware; WHEREAS, the current Fiscal Year 2017 Budget includes $172,500.00 for this purchase and the total cost of the software is $180,715.00; NOW, THEREFORE, BE IT RESOLVED BY THE VILLAGE COUNCIL OF THE VII.,LAGE OF TEQUESTA, PALM BEACH COUNTY, FLORIDA, AS FOLLOWS: Section 1 Resolution No. 36-16, approving the piggyback contract for computer software license and services with Bellefeuil, Szur & Associates Incorporated in the amount of $180,715.00 and amending and increasing the 2016/2017 General Fund #001 Budget by $8,300.00 is hereby approved; Section 2 This Resolution sha11 become effective immediately upon passage. T�WN OF JUP[T�R lSLAND Advertisement for Request for Proposafs RFP -- ERP SOFTWARE 2016 The Town of Jupiter Island is requesting proposals in order to obtain an Enterprise Resource Planning Software System. Responses are due prior to 2:OOpm EST on Friday, January 22, 2016 at #he address below. Sealed packages shall be clearfy labeled "RFP — ERP SO�'TWARE 20'i6". Time{y deliv�ry is solely and strictly the responsibility of the Vendor. Proposals received af�er this date and time will not be considered. Proposaf package is avaiEable at www.townofjupiterisland.com or you can pick up a package at 2 Bridge Road Hobe Sound, Florida 33455. Publish Date: December 18, 2095 TOWN OF JUPITER ISLAND TOWN OF JUPITER ISLAND REQUEST FOR PROPOSAL ENTERPRISE RESOURCE PLANl�TING {ERP) SUFTWARE . Posting Date: Monday, December 14, 2015 Proposals Must Be Submitted No Later Than F r i d a y, January 22, 2016 - 2:00 pm 1 __ TOWN OF JUPITER ISLAND REQUEST �OR PROPOSAL (RFP) ERP SOFI`WARE The Town of Jupiter Island is requesting proposals in order to obtain an Enterprise Resource Planning Soflware System. Responses are due prior to 2:OOpm EST on Friday, January 22, 2016 at the address below. Sealed packages shall be clearly ]abeied "RFP — ERP SOPTWARE 2016". Timely delivery is solely and strictly the responsibility of the Vendor. ProposaIs received after this date and time will not be considered. ProposaI package is available on the Town of Jupiter Island web site at www.townofjupiterisland.com or you can pick up a package at the address below. In order to ensure availability, please email your request in advance to _ca� rlisle�atji.martin.fl.us. Town of Jupiter Island Attn: Gwen Carlisle 2 Bridge Rd. - Hobe Sound, FL 33455 The Town reserves the right to reject any or all responses, to waive technicalities, to re- advertise, and to otherwise conduct this R�P in the manner it deems to be in the best . interests of the Town. 2 TOWN OF JUPITER ISLAND REQUEST FOR PROPOSAL ERP SOFTWARE PART I — GENEI2AL INSTRUCTIONS ' The Town of Jupiter Island seeks proposats for ERP Sofi�ware. Proposals shall be submitted to the Towrr of Jupiter Island, Gwen CarlisIe, 2 Bridge Rd. Hobe Sound, PL 33455 prior to 2:OQ pm on Friday, January 22, 2016. Proposals received after the established deadline wiIl not be opened. Proposals shall, upon opening, constitute an irrevocable offer for a period of one hundred and eighty (180) caiendar days to provide the Town the services set forth in these specifications until one o£ the proposats has been selected by the Evaluation Committee and accepted by the Town Commissioners. The Vendor rnust submit one (1) signed, connpleted, original, three (3) copies, and one (1) etectronic copy of the Vendor's proposal. The �rst page of the original proposals should be marked "Original" and the frst page of the copies should be marked "Copy". Proposals must comply wi#h all of the specifications and instructions in this Request for Proposal ("RFP"). The electronic proposals should also include the following files: RFP ERl° Software 2016 - Specifications.xlsx RFP ERP Software 2016 - Pricing Forms.xIsx The electronic copy of the Vendor proposal response shall include the completed specification worksheets that have been provided in Microsoft Excel. The electronic copy of the Vendor cost proposal shall include the completed pricing worksheets that have been provided in Microso$ Excel. - AII proposals must contain the following wording clearly marked on the outside of the envelope: RFP ERP Soflware 2016 Proposals received after the deadline will not be accepted ancf will be returned to the sender �� unopened via certified� mail. Proposals may ri�t be delivered via �acsir�ile t�r e-mail. Prnposals shall be sent by Federal Express (or comparable carrier) or hand delivered to #he above address. The full name and address of the proposer wilI be clearly marked on the outside of the package that is inside the Federal Express package or comparable carrier. 3 TOWN OF JUPITER ISLAND 1. PURPOSE The Tawn is interested in identifying an innovative and effective solution to meet its enterprise resource planning (ERP) system needs. It wilI be critical for the ERP system to allow the Town the flexibility to adapt to any new informational needs and workflow processes that may be required. The Town of Jupiter Jsland is interested in soliciting proposals from qualified providers of municipal ERP systems whose product offering meets or exceeds current Town requirements and whose complete product offering provides a robust solution se# that will allow the Town to continue to leverage this investment well into the future as the needs of tkxe Town grow and evolve. 2. BACKGROUND OF THE TOWN OF NPITER ISLAND The Town of Jupiter Island is a politicai subdivision of the State of Florida located in Martin County. The Town has a Commission - Town Manager form of government. The legislative and governing body of the Town is a five-member Commission. Each Commissioner is elected to a four-year term. The Town of Jupiter Island provides a range of municipal services. The public safety operation includes police, fire and EMS. The Building Department provides building inspections, code enforcement and functions as planning and zoning. Public Works provides the essential street and highway maintenance, landscape maintenance and solid waste collection. Water, sewer services and reclaimed water are provided through South Martin Regional Utility, an enterprise fund ofthe Town that services over 9,000 customers. Currently, the Town has Fund Balance soflware and uses the following modules: 1. General Ledger 2. Accounts Payable 3. Accounts Receivable 4. Bud et � g 5. Payroll 6. Utility Billing � 7. Purchasing 8. Cash Receipts 9. Fixed Assets 10. GASB 34 Additionally, the Town uses KIVA for building permits and Spiceworks for work orders. 4 TOWN OF JUPITER ISLAND 3. PREPARATION OF SUBNIITTAL An authorized representative of the Proposer shall sign the proposal and all of the required forms attached to this Request for Proposals. If the Proposer is a partnership, the proposal sha11 provide the names and addresses of all partners, and the proposal shall be signed by at least one partner with authorization to act on behalf of the partnership. If the Proposer is a corporation, the proposal shall provide the name of the state in which the corporation's articles are held. The proposal must be signed in the nama of, and under the seal of, the corporation, by a duly authorized officer or agent of the corporation, and their address must be given. Such offtcer or agent must present legal evidence that they have lawful authority to sign said bid and that the signature is binding upon the corporation and that the corporation has a legal existence. In the event that any corporation, organized and doing business under the laws of any foreign state, is selected as the winning proposer, such corporation shall present evidence before a contract is executed, that it is authorized to do business in the State of Florida. The Town shall not be responsible for any expenses incurred by the proposex in preparing or submitting a proposal in response to this Request for Proposals, nor any expenses associated with interviews, presentations or contract negotiations related to the proposal. 4. PROPOSER'S OBLIGATION OF EXANIINATION The Town has endeavored to provide a description of aIl of the conditions which may affect the performance of the work in this RFP. By submitting a proposal, proposers are acknowledging that they have examined all of the reyuirements of this RFP, technical specifications, and any other relevant information that may be on file in the offices of the Town. No plea of ignorance of conditions that may exist, or of conditions or difficulties that may be encountered under this contract, as a result of a failure to make the necessary examinations and investigations, will be accepted as an excuse for any failure or omission on the part of the proposer to fulfill in every detail al1 the requirements of the proposal, or will be accepted as a basis for any claims whatsoever for extra compensation. 5. CLARIFICATION AND INTERPRETATION Any comments, questions, or requests for clarification, interpretation or additional information concerning the RFP should be submitted onlv in writing, by fax, or by e-mail to the Town Clerk, at the contact information below. Proposers are not entitied to rely upon, and the Town will not be bound by, any oral interpretations given by Town staff or representatives. The deadline for submitting questions is Friday, January 8, 2016. Written addenda or determinations issued by the Town Clerk are the only method by which this RFP may be clarified, interpreted or modified. If any such written decisions are issued, 5 TOWN OF JUPTTER ISLAND � the Town will make reasonable efforts to notify all proposers. However, each propaser shall be responsible for contacting the Town Clerk, prior to submitting their proposal, to determine if any such written decisions have been issued and to amend their proposal as necessary, Town of Jupiter Island Attn: Gwen Carlisle 2 Bridge Rd. Hobe Sound, FL 33455 Fax: (772) 545-0188 _ �carlisle e .tji.martin.fl.us 6. VEND�R PRE-PROPOSAL MEETING � A non-mandatory Vendor pre-proposal meeting will be held on Wednesday, January 6, 2016 at Z:OOpm ET at: � � Town of Jupiter Island 2 Bridge Rd. Hobe Sound, FL 33455 Teleconferencing wil] be available with the following number: (877)873-8018 access code: 6571294 If you are unable to attend, please see #5 above, for Clarifications and Interpretations. 7. CORRECTION 4R WITHDRAWAL OF PR�POSALS Correction or withdrawal of inadvertently erroneous bids or proposals before or after opening, or cancellation of awards or contracts based on mistakes, may be permitted at the sole discretion of the Town Clerk. In any bid that is based, in whole or in part, upon a price calculated 6y multiplying a unit cost by the number of units to be purchased, the accurate calculation of price shall be considered over a total price that is based on an enor in such calculation. Bids or proposals may be modified or withdrawn by written notice received in the oftice of the Town Clerk, prior to the time set for opening of bids or proposals. After the openirig, corrections shali be permitted only to the extent that the person submitting a bid or proposal can show by clear and convincing evidence that a mistake of a nonjudgrriental character was made, the nature of the mistake, and the price and term of the bid or proposal actually intended. The person submitting the bid or proposal with the lowest price alleging a material mistake of fact may be permitted to withdraw their bid or proposaE if: a. The mistake is ctearly evident on the face of the document but the intended correct bid or r� osal is not similarl evident• or P P Y � 6 TOWN OF JUPITER ISLAND b. The person submits evidence that clearly and convincingIy demonstrates that a mistake was made. 8. PUBLIC PRESENTATIUNS After the proposals are reviewed, the Town may conduct discussions with and may require public presentations by proposers, regarding their qualifications, approach to the project, and ability to furnish the required services. The Town shall not be responsible for any expenses incurred for public presentations. 9. PROPOSAL RESTRICTI�NS In order to control the cost of preparation, submittals shall be limited to the requirements as described in Part III — Tnstructions for Preparing Proposals contained within this RFP. � 10. PUBLIC RECORDS The applicant understands that upon receipt of the proposal by the Town, the proposal documents become a"pubIic record", as defined in Chapter 119, Florida Statutes, and those documents are subject to public disclosure in accordance with that Chapter. 11. ANTI-COLLUSION By offering a proposaI in response to this RFP, the applicant is certifying that the applicant � has not colluded in any way with any other applicant or parties to the proposal, or made any cvmmunication that would be reasonably understood to be detrimental to the public purpose of the RFP process, and will not do so during the RFP process. Such prohibited communications include but are not limited to discussian of prices and data with competitors or other applicants, attempting to induce other vendors not to submit proposals, and the employment of a person or agency to solicit or secure this contract upon a commission, percentage, brokerage, or contingent fee arrangement. 12. DRUG FREE WORKPLACE The Town of Jupiter Island is a Drug Free Workplace. It is required that the attached � Drug Free Workplace Form be signed and returned to this office with the proposal. 13. PUBLIC ENTITY CRIMES STATEMENT As required by Section 287.133, Florida Statutes, a person or affiliate who has been placed on the convicted contractor list following a canviction for a Public Entity Crime may not submit a bid on a contract to provide any goods or services to a Public Entity, may not submit a bid on a contract with a Public EntiTy for the construction or repair of a .. 7 TOWN OF JUPITER ISLAND public building or a public work, may not submit bids on leases of real property to a Pubiic Entity, may not be awarded or perform work as a contractor, supplier, subcontractor, or Contractor under a contract with any Public Entity, and may not transact business with any Public Entity in excess of the threshold amount provided in s. 287.017 for Category Two for a period of 36 months from the date of being placed on the convicted contractor list. Any person must notify the Town within 30 days after a conviction of a Pubtic Entity crime applicable to that person or to an a�liate of that person. It is required that the attached Public Entity Form be signed and returned to this office with the proposal. 14. LOBBYING PROHIBITED Upon the issuance of this RFP, all prospective applicants, and any agent, repxesentative or person acting at the reques# of such prospective applicant, shall be prohibited from discussing any matters related in any way to this RFP with any o�cer, agent, or employee of the Town, other than the Town Clerk or as may otherwise be directed in this RFP. 15. CANCELLATION The Town shalt have the right to unilaterally cancet, terminate or suspend this contract, in whole or in part, by providing the Vendor thirty (30) days written notice by certified mail. 16. FISCAL NON-FUNDING CLAUSE In the event sufficient funds are not budgeted for a new fiscal period, the Town shall notify the successfui proposer of such occurrence and the contract shal! terminate on the iast day of the current fiscai year without penalty or expense to the Town. 17. DISCRE'I'ION OFTHE TOWN The Town reserves the right to accept any proposal, to reject any or all proposals, to waive any technical errors or omissions, and to reqnest resu6mission or clarifccation from any or aEl applicants. The Town reserves #he right to setect any applicant submitting a proposal that meets the requirements of this RFP, and shall have sole discretion to determine which proposal is in the best interests of the Town. Following selectian, the successful applicant shall negotiate an agreement with the Town to carry out the terms of its proposal. i8. PROHIBITED INTERESTS (a) No Town officer, employee, or agent shall participate, directly or indirectly, in the selection of a contractor, or in the award or administration of a contract if such officer, employee, or agent, or a spouse, child, parent, brott►er or sister of such officer, employee or agent, or a person that employs any of the above has an interest, financial, or otherwise, in a person or entity submitting a bid or proposal, except where such interest is not substantial and such in#erest is disclosed to and appraved by the Town commission prior to . 8 TOWN OF JUPITER ISLAND such participation. (b) No Town officer, employee, or agent shall solicit or accept a gratuity, favor or anything of monetaey value from contractors, bidders or any person with an interest in a contract except where such is unsolicited, of a nominal value and disclosed to the Town Commission and Town Commission approves acceptance #hereof {c) No Town offi�er, employee or agent that participates, direc#ly or indirectly, in the procurement process shall be employed by any person bidding for or contracting with the Town for contracts hereunder, 19. MINORITY BUSINESS ENTERPRISES The Town hereby notifies prospective applicants that it will ensure that minority business enterprises witl be afforded full opportunity to participate in response to this RFP, and that during the RFP and subsequent contract negotiation process, no party will be discriminated against based on race, color, religion, sex, age, national arigin, or disability. Anyone requiring accommadations to access any pablic meetings required as part of the RFP or cantract process should contact the Town Clerk at the address and phone number provided herein, at least 24 hours in advance of the meeting. 20. EQUAL EMPLOYMENT Proposer shall not discriminate against any employee or applicant for employment because of race, color, religion, sex, age, na#ional origin, or disability. 21. COMPLTANCE WITH THE LAW The act of submitting a response to this bid shall constitute an agreement by the Vendor that they have made themselves familiar with, and shall at aIl times observe and comply with, Federal, State, and Local laws, ordinances, codes, and regulations. No plea of I misunderstanding will be considered on accottnt of ignorance thereto. The Vendor shall indemnify and hold harmless the Town and all of their officers, agents, employees, or . representatives from all suits, actions, or claims arising from or based on the violation of any such laws, ordinances, codes, and regulations whether by themselves, their employees, subcontractors, or agents. 22. ASSIGNMENT OF CONTRACT The winning proposer shall not be permitted to assign the contract without the written consent of the Town. 23. RIGHT TO PROTEST All complaints or grievances during the RFP process should be submitted in writing to the 9 TOWN OF JUPITER ISLAND Town Clerk follawing the procedures outlined in accordance with the Town's Accounting and Financial Policies and Procedures Manual. This policy does not preclude consideration of legal questions in connection with any decisions made by the Town. 24. DEBARMENT AND SUSPENSION No contract shalt be made to parties listed on the General Services Administration's List of Parties Excluded from FederaI Procurement or Non-procurement Programs in accordance with E.O.s 12549 and 12689, "Debarment anci Suspension." This Iist conta.ins the names of parties debarred, suspended, or otherwise excluded by agencies, and Bidders declared ineligible under statutory or regulatory authority other than E.O. 12549. Bidders with awards that exceed the small purchase threshold shall provide the required certif cation regarding its exclusion status and that of its principal employees. 2S. INSURANCE REQUIl2EMENTS � Vendor shall obtain and maintain in full force and effect during ihe entire term of this agreement a policy of comprehensive general liability insuran.ce, including professional errors and omissions, with limits of liability of not less than $1 n:tillion and workers disability compensation insuxance in complian.ce with Florida's statutory lixnits. The Vendor shall also obtain and maintain in full force and effect during the entire term of this agreernent a policy of automotive liabi[ity insurance which includes contractual liabiliiy coverage and coverage for all owned, hired, and non-owned vehicles with limits of $1 � million per accident / loss to include bodily inju .ry, property damage. Additionally, the Vendor shalI obtain and maintain in full force and effect during the entire term of this agreement an umbrella policy of excess liability insurance of not less than $1 million. The Vendor shall provide a certificate of insurance to the Town naming the Town of Jupiter Island as a certificate holder, which certificate shall provide that the Town shall receive at least 30 days prior notice of cancellation ar nonrenewal of such insurance. END OF PART I 10 TOWN OF NPITER ISLAND TOWN OF JUPITER ISLAND REQUEST FOR PROPOSAL ERP SUFTWARE PART II — SCOPE OF SERVICES SCOPE OF SERVICES The Town of Jupiter Island (the "Town") is seeking applications from soflware companies to provide the described soflware solutions. The winning proposal will be determined in such time as to provide sufficient time for the conversion process. The Town is interested in identifying an innovative and effective solution to meet its enterprise resource planning (ERP) system needs. It will be critical for the ERP systein to allow the Town the flexibility to adapt to any new informational needs and workflow processes that may be required. The Town is soliciting proposals from qualified providers of municipal ERP systems whose product offering meets or exceeds current Town eequirements and whose complete product offering provides a robust solution set that will allow the Town to continue to leverage th'rs investment well into the future as the needs of the Town grow and evolve. A. THE TOWN'S CORE ENVIltONMENT Currently, the Town is seeking the following core modules: l. Generalledger 2. Accounts payable 3. Accounts receivabte 4. Payroll with interface to Time Force Timekeeping 5. Cash receipting with barcode scanning of bills 6. Purchasing — requisitions and purchase orders 7. Utility bilting (Town will consider best of breed) 8. Fixed assets with interface to a barcode scanner 9. Buitding Permits and Inspections 10. Global work orders 11. GASB 34 Reporting . Additional modules that are desired and will be considered as optional: � 1. Human Resources 2. Inventory 3. Budgetittg 4. Code Enforcement 5. Planning and Zoning b. Business Licenses 7. 1'arking tickets, fines and ordinance violations 8. Contracts Management 11 TOWN OF J[TPITER ISLAND 9. Online customer portal 10. Risk Management 11. Master Address 12. Granfis Management Town's Current IT Environment The Town of Jupiter Islactd recently upgraded its infrastructure using Dell PowerEdge rack mount servers and a PowerVault MD3200i SAN, housing Windows 2008R2 guest servers on VMware vSphere 5.1 hypervisors. A fourth server is used for disaster recovery. This server also runs on vSphere 5.1. Nakivo Backup and replication is used for backups on a single DAS device. All servees are repticated to a NAS. Exchange 2010 is in use for Email. There are 12 virtual servers, consisting of 3 Domain controllers. Others are SQL, Records Management, and Accounting apps. In addition, the VMware Center server is physical. A fiber ring is utilized to connect our outlying buildings. The Town also maintains an Aicatel Lucent digitaUlP phone system. Spiceworks is used for proactive monitoring of the server � infrastracture. There are approximately 90 PC's in the departmental areas to be covered under the scope of this request, These PC's are located throughout seven differenfi buildings. The addresses and ! locations are available upon request. These PC's vary by manufacturer, aging, specifications, software, and service pactc versions. Windows 7 is the prevalent operating system used on the workstations. The Town currently uses Spiceworks far our managed care solution and MS Office 2007 and MS Office 2010 office soiutions. The detail describing the PC inventory is available to all bidding parties per reqaest. B. PROPOSED SOLUTION 1. Application Saftware: The vendor is required to provide a general description of the application program product and how it will meet requirements of this RFP. The section rr�ust address, as a minimum, the following items: a. The overall proposed technology solution. ._ b. The product direction for the company, including time frames. c. Unique aspects of the vendor's solution in the marlcetplace. d. Components of the solution that are industry standards versus being proprietary to the vendor. e, Identify the operation of the solution. (i.e. cloud based, web based, client hosted or a combination) f. To what extent the various modules are integrated together versus being purchased separately and interfaced. g. Any participation of a third party product or vendor. 2. Technical Requirements: The vendor shall provide the information described in this section. The information will be used in the evaluation pracess. Vendor should provide an overview of the technical environment recommended to support the proposed soflware application solution and identify where conflicts may exist between 12 TOWN OF NPITER ISLAND their solution and current technologies being used in the Town as described in Section A. C. IMPLEMENTATION PLAN The vendor is to provide an implementation plan in narrative format supported by an activity fevel plan that details how the proposed solution is to be implemented. This implementation plan should include the following elements: 1. General Implementation Approach: Provide a general overview of the � implementation approach you plan to use for the Town that includes addressing the following items: a. How you will transition from the sates cycle to the implementation phase of the project. b. What are key differentiators of the approach as it relates to implementing a solution on time, within budget and with the ability to meet the needs of a client like the Town? c. How you conclude on a preferred implementaxion phasing of soflware modules. d. Your approach towards running paraIlel systems for a periad of time. Address speci�cally if the Town will experience any "down time" during the implementation . with any module. � e. Any unique tools, techniques or methods that will be employed for the implementation. 2. Project Mana�ement Ap�,roach: The Town expects the vendor to provide project management resources leading to the successful deployment of the system. Provide an overall description of the vendor project management approach towards this type of engagement and projected timing for major phases and a high-leveI work plan for achieving the successful depIoyment of your proposed system. 3. Soflware Installation and Hardware Desi�n/Install Coordination; The Vendor is expected to specify, furnish, deliver, install and support all system soflware. The Town intends to procure any required hardware for the project directly with hardware vendors. The Vendor is expected to assist with designing the hardware configuration and providing and specifying minimum and recommended hazdware configurations and coordinate all Town hardware installation activities within the system software implementation. Describe your process for hardware design, coordinating hardware purchase and instalIation and subsequent process for soflware installation. 4. Data Canversion: The Vendor will be responsible for assisting tiie Town in converting its electronic data and for exfxacting the existing data from the Tawn's current systems in such a manner as to not reguire any manaal data canversion (i.e. hand keying). Historical data contained within the current system as well as ongoing data wi11 need to be included in the converted data. Describe: a. Your scope of data conversion services and approach of how the services will be provided. Please detail the scope of data to be converted. 13 TOWN OF JUPITER ISLAND b. The roles and responsibilities between your team and the Town related to data conversion activities. c. Your past history with converting data from the Town's current system (Fund Balance, Kiva, i-nHance and MS Access) to the proposed system. 5. Preformatted Reports and Report Development: The proposed solution should include certain reports that are preformatted for the Town's use. These reports should be ones commonly used by any aser and would include operational and financial reports. The software must also provide for the design and development of user-de�ned reports specific to the Town's needs. When a needed preformatted report does not exist, it is anticipated the Vendor will provide specialized knowiedge and information to the Town � staff for the development of needed re orts, via technical training on the tools used for P report development, database schema and architecture, etc. Provide information an your reporting approach including: a. Describe your various methods of reporting b. Methods for the Town to identify, specify and develop required custom Town reports during the implementation. � 6. Flow of information: It is expected that information generaily would need to be entered onl once into the s stem. The Town's current software rovides for stand-alone Y Y P ' � modules to integrate to the financial general lectger through batch posting and other functions to interface with the general ledger. a. Describe the flow of information from the proposed modules into the general ledger and within the module, and the method. (i.e. integration, batch posting, interface, real- time) b. Can information be exported to other systems such as Excel or Access? And can it be linked "just-in-time"7 c. Identify potential issues for integrating with specific technologies that are used within the Town. d. Identify any iocal customized integration that have been developed and if you provide tools or assistance to easily incorporate customizations into new version/releases of your soflware. e. Can the system be linked to the existing GIS system wherever appropriate? The Microsoft Excel pricing sheet contains a listing of current and/or desired application interfaces. Please provide pricing for interface developinent in the associated Microsoft Excel pricing spreadsheet. 7. Security and System Audit: The Town is concerned with the security of its information. Provide answers to the following: a. Can the system be accessed remotely? Tf so, by what means? b. What security measares are included for internal and external users? c. What security measures are included for sensitive modules like payroll, cash receipting, etc.? d. What security measares are included for users access'ing #he soflware remately? 14 II . TOWN OF JUPITER ISLAND e. Can application access be restricted to specific �isers? Within each module? f. Can the system generate audit trail history in a[l modules? If so, to what detail. S a' ' ll n- s r d t c ' 1 r inin wil b e med on-site thro h . Tr min�: A e d u e an e hnica t a g I e p rfor ug implementation and be performed by the Vendor, End user implementation training will be provided by the Vendor and include joint participation by the relevant Town personnel supporting the process area in the new soflware system. Key empioyees designated by the Town, will receive in-depth training to enabte them to be "experts" and provide training /assistance to cunent and future employees. Technical Implementation training will include training for Town IT staff on the technologies required to support the new ERl' system. The Vendor shau[d provide an overall description of their training methad, including the following: a. General time frames in which training will be conducted. b. Time allotted for training on each module. c. The nature, level and amvunt of training to be provided for technical, end-user and administrative levels. , 9. Testin�: The Vendor should describe their recomnnended approach to the following types of testing that are anticipated to performed on the project and the type of assistance they anticipate providing to the Town rela#ed to such testing: a. Systern Testing " b. Integration Testing c. Stress/Performance Testing d. User Acceptance Testing i0. Svstem Documentation and Manuals: The Vendor is expected to provide user manuals and oniine help for use by the Town as part of the initial training and on-going operational support. Additionally, the vendor is expected to provide technical documentation. a. Describe what documentation (user guide, technical guide, training materials, etc.) is available on the system proposed and any� related costs. b. Describe what types of documentation you anticipate developing during the course of the project. - 11. Disaster Recover, ��Plan: Please describe the services you provide around disaster recovery and system failure, if any, as part of your propased solution. Is there a provision for automatic file recovery? 12. Knowled�e Transfer: The Vendor should describe their process for ensuring that a transfer of knowledge occurs back to Town staff during implementation such that staff are capable af supporting and maintaining the application in the most proficient manner once � the Vendor implementation engagement is complete. D. ONGOING SUPPORT SERVICES 15 TOVVI�T OF JUPITER ISLANU 1. Please specify the nature and conditions of any post-implementation support options including: a. Onsite support (e.g. system taning, application configuxation, interface issues, report devefopment, network optimization, user training and #ips to optimize the user experience). b. Telephone support. c. Help Desk services (If there is a Service Level Agreement for your help desk, please provide a copy with your RFP response.) d. Toll-free support line e. Users Group (i.e. information about it, where it is held and when}. If no, are you planning one? f. Online knowledgebase (i.e. how it is accessed, who updates it, etc.) 2. Describe your maintenance programs and options with associated pricing. 3. Describe your licensing scheme (enterprise, module versus system, concurrent versus named, external Internet user(s), query versus user, etc.} and how that wor[cs in a Disaster Recovery situation. E. RESPONSE TO SOFTWARE REQUIREMENTS . The requirements defined in this section contain the overall general functions of the requested software solution. The primary objective of the Town in implementing a new system is to . provide a more integrated information system environment that will eliminate the redundant entry of data, provide improved system capabitities, provide improved access to data, and strea�nline overall operations. Identified in the attached Egcel spreadsheet (version 2010) are a number of requirements that must be addressed by the vendor's proposal. These requirements are considered mandatory in implementing the complete solution as defined in section 3. Together they define a system that will operate eff'iciently in the proposed computer environment while providing a high leveI of flexibility in meeting the Town's cUrrent and future da#a needs. Vendors must replace cells A1:G1 in the first module (General and Technical Requiremants) with the vendor's Company Name which will be repeated and printed for each subsequent modale. � The Priority column includes one of the following entries to indicate the importance of the specifcation/report to the Town: "H" — High: This would be a feature that the Town already has and uses in its current sof�ware , is available andlor tracked in a shadow system (i.e., spreadsheet, document, externai database, etc.), or is a feature that the Town does not currently have but feels would be an essential com onent of the new s stem. "M" — This is a feature that the Town would like in the new system that is not Medium: currently being tracked or is not an existing function but would be a welcome com onent. "L" — Low: This would be a feature that, while of interest, is not a licable at this • 16 � TOWN OF JUPITER ISLAND time or somethin that couId be a future de lo ment. Each vendor should review the specifications and reports listed in each subsection and respond as to their availability within the vendor's sof�.ware system. The responses should be entered under the "Availability" column of each form as follows: Y Functionality is provided out of the box through the completion of a task associated with a routine conf gurable area that incIudes, but is not limited to, user-defined fie(ds, delivered or configurable worlcflows, alerts or notifications, standard import/export, tabEe driven setups and standard reports with no changes. These conf guration areas will not be affected by a future upgrade. The proposed services include implementa.tion and training on this ;functionality, uniess specificalIy excluded in the Statement of Work, as part of the de loyment of the solution. R Functionality is provided through reports generated using proposed Reporting Tools. T Functionality is provided by proposed third party functionality (i.e., third party is defined as a separate software Vendor frozn the primary soflware Vendor). The pricing of all #hird party products that provide this functionality MUST be included in the cost ro osal. � M Functionality is provided through customization to the application, including creation of a new workflow or development of a custom interface that may have an im act on future upgradabilit . F Functionality is provided through a f.uture general avaiiability (GA) release that is scheduled to occur within 1 year of the proposal response. N Functionality is not rovided Use the Cost column for "M" or "F" responses to estimate the cost to be incurred by the Tawn to secure the specification/report. Use the Comment coiumn to provide additional comments pertaining to your response for that item. The Required Product(s) column is to be used to specify what product (e.g. product name / software module) is proposed. The cells D 10:G 10 in the form which currently read "Replace this text with the primary product name(s) which satisfy requirements" must be updated. This name will be automatically populated in the Required Product(s) column for each � ' specification in the module. The automated values in this column must be updated for any exceptions where a different or additional product is required to satisfy the requirement. Vendors proposing a multi-product solution should coznplete a Genezal and Technical module specification response for each product. Additional modules: It is not necessary for the soflware to provide any services listed in this section; howevex, it will be beneficial in the evaluation process. 17 TOWN OF JUPITER ISLAND If the Town finds any of the Future Services cost effective, and campfetes implementation of any service within one yeaz of the purchase, it is expected the price provided will hold for I2 months after the implementation period is complete. Additionally, if the service appears advantageous, the Town will request two references from current customers who have the same service. Provide a complete description, their inclusion in core modules and/or how these would interact with core modules, and any system requirements for the following additional modules to be considered. 1. Inventory 2. Budgeting 3. Human Resources 4. Code Enforcement 5. Planning and Zoning 6. Business Licenses 7. Parking tickets, fines and ordinance violatioas 8. Contracts Management 9. Online customer portal 10. Risk Management 1 i . Master Address 12. Grants Management k'. RESPONSE TO TECHNICAL REQUIREMENTS l. Software Updates and Distribution: It is anticipated that all systezn updates and release patches will be downloadabie from the Vendor's web site. Provide information on how server and client side soflware updates are received, processed and distributed to either the server and/or client environment. Please provide a description on how State and Federal requirements are applied and distribu#ed to your clients. Describe the process for managing local customizations. Describe any con�guration management system that is incorporated with the Vendor solution. 2. Proposed Hardware, Stora�e Environment and Svstem Performance: Describe the proposed computer hardware and storage environiment to support the system. Tn the event that there are multiple options available, list all options. Indicate which is the preferred hardware platform and why. List the conditions in which the preferred hardware platform would change. A hardware configuration, which takes into account the size of the Town, application modules proposed, Town transaction and operating volumes, and anticipated future growth, must be provided. What sys#em architecture do you propose? Describe the number and type of: application servers, database server(s), and development and test environments. Describe your proposal's technical architecture (preferably using a PowerPoint diagram}. This should show components such as the database server, applications server, reporting server, tesdtraining server, firewall(s), web server(s), web browser, minimum workstation requirements, remo#e access, wireless connectivity network connectivity to LANs and 18 TOWN OF JUPI1'ER ISX..AND WAN, etc. System response time must not impede the ability for departmentat staffto perform their required job functions using the system. The system must be available during normal hours of Town operations. Describe system performance of the proposed solution including reference to the folIowing performance areas: a. Guarantees on system perf�rmance � b. Studies/benchmarks on system failure frequency, duration and impact and root- cause analysis c. Problem avoidance techniques d. Evidence of system scalability to meet future needs as noted in key volumes section e. What is the minimum bandwidth required for the application, and expected latency at remote locations, considering the Town's current network infrastructure? Additionally, minimum hardware, software, storage, memory, operating system and other requirements for desktop and laptop computers to access the application must be provided such that the Town can determine the extent to which existing computers must be upgraded or replaced. The Town is expecting that a successful Vendor will adhere to solutions that comply with industry standard tech�nologies. G. CLIENT REFERENCES The vendor must provide at least five references from clients that are similax in size and complexity to the Town. The references should be governmental but not required however; the contact(s) should be well versed in the IT and saftware conversion and operations. Each of the references listed must include the following information: Organization; Address: Contact Name: Telephone: Email address: Previous Software: Services Installed: 19 TOWN OF .TUPITER ISLAND H. COST PROPOSAL Costs for the Vendor's proposed solution should be submitted on the proposal pricing forms provided in the associated Microsoft Excel pricing spreadsheet. Pricing forms should remain in the original Excet format. � I. The Town will not consider time and materials pricing. Vendors shall provide firm and fixed pricing based on the functionality described. For each item, indicate if the cost is one-time, annual, or other. 2. The Vendor sha[1 provide price information for each sepaxate component of the proposed solution, as well as the costs of any modifications necessary to fully comply with the RFP specifications. 3. If any lump sum amounts are provided, Vendors should indicate in the comments sections what the lump sum consists of. 4. In the event the product or service is provided at no additional cost, the item should be noted as "no charge" or words to that effect. 5. In #he event the product ar service is not being included in the Vendor praposal, the item should be noted as "No Bid". 6. Vendors shall provide alt pricing alternatives in these cost sheets. 7. Vendor shall provide prices in U.S. dolIars. 8. Vendor shall make clear the rationale and basis of calculation for alI fees. 9. Vendors shall show separate subtotals for the required elements of the proposed solution, and for any layers of optional elements. Please note: Pricing workbook shou[d be provided in the exact format as provided (e.g. no additional macros, formulas, additional columns, modifications, passwords, etc.). Failure to do so can result in disqualif cation of the entire proposal. In presenting software licease fees, the Vendor shall: � 1. Explain all factors that could affect licensing fees; 2. Make clear what type of license is offered for each price (named user, concurrsnt user, installed copies, processor-based, etc.); 3. Indicate which product versions, operating platform(s), and machine classes are included for each price; 4. Indicate whether a product is for "server" ox "client," as applicable; and, 5. Make clear the extent of any impfementation services that are included in the license fees � (installation, configuration, training, etc.) To the extent possible, Vendors shalI show any applicable discounts separately from the prices for products and services. The Town prefers that Vendors provide separate prices for each item in the proposed solution. However, the Vendor is also encouraged to present alternatives to itemized costs and discounts, such as bundled pricing, if such pricing would be advantageous to the Town. The Town reserves the right to pursue direct purchase of all items and services proposed, as zo TOWN OF JUPITER ISLAND well as to obtain independent financing. I. CONTRA.CT TERMS AND CONDITIONS The contractual terms and conditions will be fully negotiated after a vendor is se(ected by The Town of Jupiter Island, FIorida (the "Client"). Responses to the contract terms outlined in this section may be considered in the selection process and such terms shall be included in the final contract between the Client and the Vendor (the "Agreement"}. For purposes of these terms and conditions, the term "Vendor" means the vendor responding to this RFP and all such terms shall apply to any subcontractor of the Vendor. Use of the term "Exhibit <##>" throughout these contract terms refees to supplemental documents that CIient expects will be included in the final contract package. The following contract terms and conditions, substantially in the form contained herein, are expected to be agreed to by the vendors as part of contract negotiations. Exceptions must be expticitly noted in the Vendor Proposals using the checklist forms provided in Attachment <##> of the RFP. Lack of exceptions listed on the checklist forms shall be cflnsidered acceptance of all af the terms and conditions as presented in this RFP. 1. Scope of A reement Client agrees to license the software detailed in Exhibit <##> ("Software") and receive the services detailed in the Statement of Work detailed in Exhibit <##> ("Services"). Vendor agrees to provide Soflware and Services (the "Solution"}, subject to the terms and conditio►is stated in this Agreement including all Exhibits. Payment for such services shall be per Exhibit <##> and shall not exceed the total arnount included in Exhibit <##> without the prior written consent of Client. The Client, without prior and mutual written agreement, will incur no other service costs. The service costs in Exhibit <##> are inclusive of all services described in the Statement of Work included as Exhihit <##>. Client agrees to provide server, desktop and other hardware and configuration based on Vendor's recommendation per Exhibit <##>. 2. Documentation Vendor shall deliver to Client ten (10} complete copies of the user docurnentation describing the functionality and aperation of the Software in Client's environment and technical documentation describing the technical support procedures to assist with the on-going support of the Soflware ("Documentation"), including an electronic version with the ability to modify to the needs of Client, and, as part of the license granted herein. Vendor agrees that Documentation provided with the Soflware will be updated to reflect any Customizations contracted by Client with Vendor. Client shall have the right to make as nnany additional copies of the Documentation for its own use as it may determine. 21 I �I TOWN OF J[7PITER ISLAND 3. Tncorporation by Reference The Vendor shall supply Soflware and Services adequate to accomplish the requirements as set forth in the Request for Proposal and the Vendor's response to the Request for Proposal provided herein as Exhibit <##> and Exhibit <##>, respectively ("Contract Documents"} and Vendor's Documentation. Parties agree that where there is a conflict between terms of this Agreement and the information presented in the Contract Documents, this Agreement shall take precedence. The parties also agree that where there is not a conflict beiween this Agreement and the information presented in the Contract Documents, that all terms, conditians and offers presented in the Vendor's proposal shall be incorporated into this Agreement and shall be binding upon all parties to the Agreement. 4. Entire Agreement Clause This Agreement, including appendices and referenced attachments, constitutes the entire Agreement between the Client and Vendor and supersedes all proposals, presentations, represenfiations, and communications, whether oral or in writing, between the parties on this subject. 5. Apnlicable and Governing Law Clause The Agreement shall be subject to a(1 [aws of the Federal Government of tk�e United States of America and to the laws of the State of Florida. All duties of either party shall be legally performable in the State of Florida. The applicable law for any legal disputes arising out of this Agreement shall be the law of {and all ac#ions hereunder shall be brought in) the State of Florida, and the forum and venue for such disputes shall be in the courts of appropriate jurisdiction for the Town of Jupiter Island, Florida. 6. Wording Conflicts Should there be a conflict in wording between the Agreement and Vendor's RFP response, the Agreement shall prevail. 7. Standard Forms and Contracts Any forms and contracts the Vendor(s) proposes to include as part of any agreement resulting from this proposal response between the vendor(s} and the Client must be submitted as part of this proposal. Any forms and aontracts not submitted as part of the proposal and subsequentiy presented for inclusion may be rejected. Client reserves the right to accept or reject in whole or in part any form conbract submitted by a vendor and/or to require that amendments be made thereto, or that an agreement drafted by the Client be utilized. This requirement includes, but is not limited to, the following types of forms: subcontractor, franchise, warranty agreements, maintenance contracts, third party licenses and support agreements. The Client will negotiate any and all conixacts/agreements and prices/fees with the Vendor, if doing so is deemed in the best interest of the Client. 22 TOWN OF JUPITER ISLAND 8. Grant of License Vendor hereby grants to Client a nonexclusive, nontransferable, perpetual ticense to use the Software described in Exhibit <##> so[ely for internal business purposes on any central processing unit owned by Client and/or its designated service provider. 9. Use of Licenses by Personnel Who Are Not Employees Client's consultants, contractors, external customers, and business partners may access and ' use the Software under the Client's direction. 10. Replication of Soflware Client shall not copy Soflware for any purposes other than for back up, disaster recovery and/or testing. Client has the right to develop interfaces to, and/or database applications that integrate with, the licensed Software using Vendor's recommended database and development tools without voiding the maintenance and support terms or warranties herein. 11. Disaster Recovery & Disaster Recoverv Testing There will be no additional software license cost to process at another site zn the event of a disaster that shuts down Client's primary ]ocation or for testing at the disaster recovery site. 12. Term and Tennination Clause In the event that either party shall fail to maintain or keep in force any of the terms and conditions of this Agreement, the aggrieved party may notify the other party in writing via certified mail of such failure and demand that the same be remedied within ten {10) business days. Shoald the defaulting party fail to remedy the same within said period, the other party , sha[I thereupon have the right to terminate this Agreement by giving the other party thirty (30) days written notice. Notwithstanding the foregoing, the Client may at any time during the life of this Agreement, terminate same by giving thirty (30) days' notice in writing via certified mail to Vendor. In addition, if at any time a voluntary petition in bankruptcy shall be filed against the Vendor and shall not be dismissed within thirty (3Q) days, or if the Vendor shall take advantage of any insolvency law, or if a receiver or trustee of the Vendor's property shall be appointed and such appointment shall not be vacated within thirty (3Q} days, #he Client shall have the right, in addition to any other rights of whatsoever nature that it may have at law or in equity, to terminate the contract by giving thirty {34} days' notice in writing of such terenination. 13. Warrantv A. Vendor represents and warrants that it has the right to grant the licenses set forth under this Agreement. Vendor further represents amd warrants that it has good and marketable title to the Software sold hereunder free and clear from aIl liens, encumbrances, and claims of 23 I TOWN OF JUPITER ISLAND infringement of patent, copyright, trade secret or other proprietary rights of #hird parties. Vendor further represents and warrants that neither the Soflware in the form de[ivered by Vendor to Client, nor any modifications, enhancements, updates or upgrades thereto, nor the normal use thereof by Client, will infringe any patent, copyright, trademark, trade secret or other proprietary right of any third party. B. In the event that any third party makes a claim or files a lawsuit chalfenging Client's right to use the Soflware, Vendor shatl defend and indemnify Client and hold it harmless for any and atl losses, liabilities, judgments, damages, awards and costs (including legal fees and expenses) arising out of said claim or lawsuit, and for any monies paid in settlement thereo£ Provided, however, that Vendor shall have the sole and exclusive right to select and retain counsel for Client in connection wi#h the defense thereof, and shall make all decisions relating to the conduct of the Client's defense and any settlement made on behalf of Client. In resolving any such infringement claim, Vendor shail, in its reasonable discretion, either procure a license to enable Client to continue to use the Software or develop or obtain a non- infringing substitute acceptable to Client at Vendor's cost. C. Vendor represents and warrants that the Software and related products as described ' with this Agreennent will perfozm in accordance with aIl Documentation, Contract Documents, Vendor marketing literature, and any other communications attached to or reiferenced in this Agreement. D. Vendor represents and warrants that the Soflwaare and related products, including all modifications contracted under the terms of this Agreement, will meet the requirements of Client as set forth in the Contract Documents. E. Client has: (i) presented detailed technical specifications of the particular purpose for which the Sof�ware is intended, (ii) provided detailed descriptions and criteria of how the Software can be defined to accamplish particular purpose, and (iii) defined the exact procedures and techniques to be employed in testing whether the Soflware has achieved the defined performance of this particular purpose. Given this advanced preparation concerning, and documentation about, Client's particular purpose, Vendor, at the time this Agreemen# is in force, has (1) reason and opportunity to know the particular purpose for which the Soflware is required, (2) that Client is relying on Vendor's experience and knowledge of the Software to identify those components which are most suitable and appropriate, and (3) that Client is relying on Vendor's experience and knowledge to identify the appropriate Services that will assist in making the Software operational. Therefore, Vendor warrants that the Software including all products included in this Agreement are fit for the pUrposes for which they are intended as described in the Contract Documents. F. Vendor represents and warrants that all Soflware products provided under this Agreernent are compatible with and certified far use and operation in Clien.t's operating environment. Furthermore, Vendor acknowledges that it has reviewed the hardware system ordered by Client and represents and warrants that such hardware system as defined in Exhibit <##> is sufficient for Client's current and reasonably projected use, including account and transaction volumes. 14. Year 2000 Warrantv The Vendor warrants that al] Soflware for which the Vendor either sells or licenses to the z� TOWN OF JUPITER ISLAND Client and used by the Client after the calendar year 2000, includes or shall include, at na added cost to Client, design and performance so Client shall not experience Software abnormality and/or generation of incorrect results from the Sof�ware, due to date oriented processing, in the operation of the business of the Client. The Software design, to insure year 2000 compatibility, shall include, but is not limited to: data structures (databases, data files, etc.) that provide 4-digit date centuzy; stored data that contain date century recognition, including, but not limited to, data stored in databases and hardware device internal system dates; calculations and program logic (e.g., sort algorithms, calendar generation, event recognition, and alI processing actions that use or produce date values) that accommodates same century and multi-century formulas and date values; , interfaces #hat supply data to and receive data from other systems or organizations that � ' prevent non-compliant dates and data from entering any Client system; user interfaces (i.e., screens, reports, etc.) that accuratety show 4 digit years; and assurance that the year 2000 shall be correctly treated as a leap year within all calculation and calendar logic. 15. Continuity of Warrantv Client may continue the Wananty protection described above by purchasing and paying for on-going Maintenance and Support Services described below. By doing so, all Warranty, Year 2000 Warranty, and Resolution and Response Time Warranty conditions included herein sha11 remain in effect, in perpetuity, as long as payments for Annual Maintenance and Support Fees are kept current. 16. Discfaimers and Limitations of Remedies A. Except as specifically stated in the Warranty section of this Agreement, the Soflware is Licensed "as is" without wairanty of any kind, other than expressed or implied herein. In no event shalt Vendor be liable for any indirect, special or consequential damages unless as otherwise stated herein, including, but not limited to, loss of anticipated profits, revenue or savings, arising from the use of or inability to use the Soflware or breach of any expressed or implied warranty, even if Vendor or its agent has been advised of the possibility of such damages. B. In the event that the parties are unable to resolve differences, and after exhausting the terms and conditions of the Non-performance Esca[ation Procedures clause herein, that may arise relating to this Ageeement, all disputes arising from ihis Agreement shall be resolved through the cour�s of Jupiter Island, Florida, unless both parties agree to binding arbitration, which shall take place in Jupiter Island, Florida. If arbitration is agreed to, the arbitration shall be governed by the most recently published Commercial Arbitration Rufes of the American Arbitration Association. Both parties agree to submit disputes to a single arbitrator acceptable to both parties. The arbitrator will be selected from a Iist compiled by the parties' respective legai counsels. Every person named on the List of potential arbitrators must be a neutral and impartial lawyer who has at least ten years specializing in the field of general commercial litigation and is knowledgeable about software. The arbiNator shatl base its award on applicable law and judicial precedent and unless both parties agree, otherwise shall 25 �- TOWN OF JUPITER ISLAND in of fact and conclusions of law u on which the award is inciude in such award the find g p based. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. 17. Intellectual Property All informatian, data, programs, publications and media created specifically for and paid for by the Client or as a result o�the Services identified in this Agreement is the property of the Client unless otherwise noted, copyright protected, or defined or agreed to by both parties to this Agreement. 18. Indemnification A. To the fullest extent permitted by law, the Vendor shaIl. indemnify, hold harmless, and defend the Client and its agents, employees, officers and successors, from and against any claims, causes of action, damages, losses and expenses, including but not limited to attorneys fees, arising out of or resulting in any way fronn Vendor's performance of this contract, provided that such claim, cause of action, damage, loss or expense is attributable to bodily injury, sickness, disease, or death to any person, including employees or agents of the Vendor, subcontractor, or construction manager, or to injury to or destruc#ion oftangible property including loss of use resulting there fronn, but only if caused in whole or in part by a negligent act or omission of the Vendor, a subcontractor, the constzuction manager, anyone directly or indirectly emp[oyed by them, or any for whose acts they may be liable, regardless of whether or not such claim, cause of action, damage, loss or expense is caused in part by a li te harm ess ' emni ar � a indemnified hereunder. Vendor shall not be ob a d to hold 1,�nd , p �Y g fY defend the Client or its agents, employees, officers, or successors if any claim, cause of action, damage, Ioss or expense azises from the sole negligence or fault of a party indemnified hereunder. B. Vendor shall assume the defense of the Client pursuant to the provisions of the paragraph above within thirty (30) days of receipt of written notice. Any legal cost or expense, including attorney's fees, incurred by the Client for enforcemant of its rights under the paragraph above between the time by which Vendor shouId have assumed the Client defense and the time when Vendor assumes the Clien#'s defense shall be reimbursed by Vendor. Any legal cost or expense, including attorney's fees, incurred by the Client in the ' successfuI prosecution of any litigation or arbitration seelcing to enforce the provisions of the paragraph above or in negotiating a settlement of such claim, shall also be reimbursed by Vendor. C. Should the parties agree to submit claims, disputes, or other matters arising out of this Agreement to arbitration, they may do so only with written agreement of all parCies, including the Client. 19. Patents, Copvrights, and Proprietary Ri�hts Indemnification The Vendor, at its own expense, shall completely and entirely defend the Client from any 26 TOWN OF ,TUPITER ISLAND claim or suit brought against the Client arising from claims of violation of United States patents or copyrights resulting from the Vendor or the Client's use of any equipment, technology, documentation, andJor data developed in connection with the Services and Software {together tkie Solution) described in this Agreement. The Client will provide ttae Vendor with a written notice of any such claim or suit. The Client will also assist the Vendor, in all reasonable ways, in the preparation of information helpful to the Vendor in defending the Client against this suit. In the event that the Client is required to pay monies in defending such claims, resulting from the Vendor being uncooperative or unsuccessful in representing the Client's interest, or in the event that the Client is ordered to pay damages as a result of a judgment arising out of an infringement of patents and/or copyrights, Vendor agrees to fully reimburse the Client for alI monies expended in connection with these matters. The Client retains the right to offset against any amounts owed Vendor any such monies expended by the Client in defending itself against such claims. Should a court order be issued against the Client restricting the Client's use of any portion of the Software related to the claim and should the Vendor determine not to further appeal the claim issue, at the Client's sole option the Vendor shall provide, at the Vendor's sole expense, the follawing: A. Purchase far the Client the rights to continue using the contested Software product(s) or por�ions thereof which may include purchase of a third party software product, or B. Provide substitute software products to the.Client which are, in the Client's sole opinian, of equal or greater Quality, or C. Refund all monies paid to the Vendor for the Solution subject to the court action. The Vendor shall also pay to the Client all reasonable losses related to the Solution and for all reasonable expenses related to the installation, implementation and conversion to the new Solution. 20. Insurance The Vendor must have adequate insurance, for damage or loss, for all equipment and other valuables until such time as the CIient receives gaod and clear title. In defining insurance coverage, the Vendor shall secure full replacement value for the system without the requirement that the Client be responsible for any payments or deductibles. In the event that it is necessary to make a claim under this policy, any funds received by the Vendor shalt be used to secure replacement equipment for the Client. The Client, at its optioa, may require the Vendor to provide certificates describing, #o the satisfaction of the Client, evidence of proper (as required by the state of Florida) workers compensation and liability insurance for aIl Vendor staff and representaxives involved in the provision of Services by Vendor. The Client shall be named as a primary additional insured without any contribution fram any insurance or self-insurance of Client, unless prohibited by 27 TOWN OF JUPITER TSLAND Florida Statutes. The Vendor agrees to hold harmless and defend the Client and its agents, officials and employees from any Iiability, claim, or injury related to or caused by fauit or negligence of Vendor employees or subcontractors. In order to demonstrate this respansibility, the Vendor shall furnish the Client with evidence of valid commercial generai liability insurance � coverage in the amount of one million dollars {$I,000,000) for each occurrence for personal injury (including death or dismemberment) and property damage related to or resulting from shipping, installation, operation, or removai of the proposed automated system. The insurance policy shall make clear this coverage o�the Client installation. The Client shall be named as a primary additional insured withont any contribution frorr� any insurance or self- insurance of Client, unless prohibited by Florida Statutes. The insurance policy shatl be initiated prior to the installation of the system and maintained tzntil Final Acceptance of the system by the Client according to the prescribed procedures. The Vendor shal] furnish to the Client a copy of the insurance policy and all subsequent changes or updates. An endorsement or statement waiving the right of cancellation or reduction in coverage unless thirty (30) days prior written notice is given to the Client by registered or certified mail shall be included. 21. lnsurance Covera�e As a condition of performing work for the Client, Vendor must provide satisfactory evidence of insurance caverage as foIlows: A. Commercial general liability of at least $1,OQ0,000; B, A minimum umbrella policy of $3,0OO,OQO; C. Professional Liahility or Errors and Omissians Insurance with the provision to purchase an unlimited tail and a limit of $2,000,000. D. Statutory workers compensation with $500,000 of Employers LiabiIity for all sections. The coverage shall be the minimum amounts and shall not be diminished during the term of this Agreement and the Vendor shall provide copies of alI certificates of insurance to the satisfaction of the Client as to coverage and content and shal! maintain such caverages for at least six (6) years from the completion of the Services associated with this Agreement. Other Requirements Evidence of insurance coverage, required herein, is to be provided to us in ACORD Certificate Form 25 or 25-S or an equivalen# form and must indicate: A. That Commercial General Liability insurance policy includes coverage for item � specified in 10.A above. 28 TOWN OF JUPTI'ER ISLAND B. A Best's rating for each insurance carrier at B+VII or better. C. That the insurance company will provide thirty (30) days written notice of cancelIation to the certificate holder and other words "endeavor to" and "but failure to maiI such notice shall im.pose no obligation or liability of any kind upon the company, its agents or representatives" do not apply or have been removed. D. That the Client is additional insured on the General Liability policy certi�ed, . Insurance Options General Liability limits may be attained by individual policies or by a combination of underlying policies with umbrella and/or excess Iiability policies. Notifi+ Yaur Insurance A� • Vendor may prevent unnecessary follow up resulting from incom.plete insurance certificates, by sending or faxing a copy of these insurance requirements to Vendor's agent when requesting an insurance certificate. 22. Limitation of Liabilitv A. Limita.tions. If Client should become entitled to cIaim damages from Vendor for any reason (including without limitation, for breach of contract, breach of warranty, negligence, other tort claim, or replacement of a solution), Vendor will be liable only for the amount of Client's actual direct damages. In no event, however, will Vendor be liable to Clien# {in the aggregate for all claims made ) for more than: i. Two {2) times the Value of the Agreement to the extent t�e Client's actual direct . damages are a result of the failure to gain Conditional Acceptance of phases or milestones as defined in the Project Schedule or Final Acceptance of the Solution as a whote up until Client's Conditional Acceptance or Final Acceptance of the Solution, as the case may be; or, ii. Following Pinal Acceptan.ce of the Solution, one (1) times the Value of the Agreeznent for the Client's actual direct damages that are a result of any other claim brought under the Agreement that arises thereafter. . For avoidance of doubt: (a) "Value of the Agreexnent" shatl mean the one-time charges hereunder for Services and Sof�ware licenses, but excluding ongoing charges such as ' maintenance, (b) failure to gain Conditional Acceptance does not include a decision by the Client to not put the So#iware in production following successful User Acceptance Testing, and (c} at no point will ciause (i) and (ii) be cumuIative; two (2) times the Value of the Agreeinent will apply through Final Acceptance, and thereafter will be reduced to one (1) times the Value of the Agreement. B. No Liability for Certain Damages. In no event will Vendor or any person or entity involved in the crea#ion, manufacture or distribution of any soflware, services or other 29 TOWN OF JUPITER TSLAND materials provided by Vendor under the Agreement be liable for: (i) any damages arising aut of or related to the faiiure of Client or its suppliers to perform their responsibilities; (ii) any claims or demands of third parties (other than those third party claims covered by the indemnification obligations stated herein; or (iii} any consequential, incidental, indirect, exemplary or punitive damages, even if Vendor has been advised of the possibility of such � damages. C. Exclusions from Limitation; Survival. The foregoing limitations do not apply to the payment of settlements, costs, damages and legal fees referred to herein. The limitations of liability sat forth herein will survive and apply notwithstanding any determination by a court of law that a limited or exclusive remedy for breach of warranty set forth in the Agreement is inadequate. The parties agree that the foregoing Iimitatioz�s will not be read so as to limit any [iability to an ex.tent that would not be permitted under applicable law. 23. UnIimited Liabilitv for Software Vendor Infringement The Vendor will reimburse Client for alI costs related to infringement (not "fnally awarded"). There shall be no limit of liability on behalf of the Vendor if the software is determined to be infringing. 24. Freedom of Information Act and Florida Public Records Law Vendor acknowledges that Client is subject by law to responding to all Freedom of Inforrnation Act ("FOIA") and Florida Public Reeards Law zeyuests. Vendor shall comply with the FOIA in all respects and shall not restrict or otherwise inhibii Client from . complying. 25. Confidentialitv Both parties recognize that their respective employees and agents, in the course of performance of this Agreement, may be exposed to confidential information and that disclosure of such information could violate rights to private individuals and entities. Each pariy agrees that it wi11 not disclose any confidential information of the other party and further agrees to take appropriate action to prevent such disclosure by its employees or agents. The confidentiality covenants contained herein shall survive the termination or cancellation of this Agreement. This obligation of confidentiality shali�not apply to (a) information that at the time of the disclosure is in the public domain; (b) information that, after disclosure, becomes part of the public domain by publication or otherwise, except by breach of this Agreement by a party; (c) information that a party can establish by reasonable proof was in that party's possession at the time of disclosure; (d) information that a party receives fram a third party who has a right to disclose it to that party; or (e) information that is subject to FOIA requests. 26. Title and Confidentialitv Title and full rights to the Soflware licensed under this agreement, including, without 30 TOWN OF JUPTTER ISLAND limitation al] intelIectuaI ro ert ri ts therein and thereto and an co ies Client make, � P P Y� , Y P remain with Vendor. It is agreed the Soflware is the proprietary, confcdential, trade secret , property of Vendor, whether or not any portions thereof are or may be copyrighted, and Client shall take alt reasonable steps necessary to protect the confidential nature of the Software, as Client would take to protect its own conf dential information. Client further agrees that Client shalI not make any disclosure of any or all such Software (including methods or concepts utilized theeein} to anyone, except to employees, agents, or subcontractors working for Client to whom such disclosure is necessary to the use for which rights are granted hereunder. Client shall appropriately notify all employees, agents, and subcontractors to whom any such disclosure is rr►ade that such disclosure is made in confidence and shall be kept in confcdence by them. The obligations imposed by this section upon Clien#, its emplayees, agents, and subcontractors, shall survive and continue after any termination of rights under this Agreement. It shall not be a breach ofthis agreement if Client is required to disclose or make #he Software available to a third party or to a court if the Software is required to be disclosed pursuant to Florida "open records" law, or is subpoenaed or otherwise ordered by an adrrxinistrative agency or court of competent jurisdiction to be produced. 27. ldentification of Parties to the Agreernent Clause Both the Vendor and Client shall be clearly identified by name. Neither of the identified parties to the Agreement shall assign or encumber any of its rights, or delegate or subcontract any of its duties defined in the Agreement, in whole or in part, to other third parties unless the other party to the Agreement gives prior written consent. Subject to the foregoing coveaant against assignment and delegation, the rights created by the Agreement shall pass to the benefit of the identified party and the duties and obligations resulting from the Agreement shall bind the identified party and their respective successors and assignees. 28. Notices Ciause � All notices or communications required or permitted as a part of the Agreement shall be in writing (unless another verifiable medium is expressly authorized) and shall be deemed delivered when: 1. Actuall received or Y , 2. Upon receipt by sender of a certified rnail, return receipt signed by an employee or agent of the party, or ' 3. If not actually received, 10 days after deposit with the United States Postal Service authorized mail center with proper postage (certified mail, return receipt requested} affixed and addressed to the respective other party at the address set out in the section of the Agreement titled "Identification of the Parties to the Agreement" or such other address as the party may have designated by notice or Agreement amendment to the other party, or 4. Upon delivery by the Client of the notice to an authorized Vendor representative while at Client site. Consequences ta be borne due to failure to receive a notice due to improper notification by the intended receiving party of the intended receiving party's new address will be borne by 31 � _ - TOWN OF JUPITER ISLAND the intended receiving party. The addresses of the parties to this Agreement are as follows: � Vendnr Client <Contact Title> <Contact Title> <Address> <Address> - 29. A�reement Extension and Modification Clause The Agreement may be modified or extended in accordance with the following procedures. In the event that all parties to the Agreement agree that such changes would be of a minor and non-materiai nature, such changes may be effected by a written statement that describes the situation and is signed, prior to the effectiveness, by all parties. In the event that the changes are determined by either or atl parties to the Agreement to be of a major or complex nattare, then the change shall be by formal amendment of the Agreement signed by the parties and made a permanent part of the Agreement. Under no circumstances, however, shall any parties to the Agreement forFeit or cancel any right presented in the Agreement by detaying or failing to exercise tkze right or by not immediately and promptly notifying the other party in the event of a default. In the event that a party to the Agreement waives a right, this does not indicate a waiver of the ability of the party to, at a subseqaent time, enforce the right. The payment of funds to the Vendor by Client should in no way be interpreted as acceptance of the system or the waiver of performance requirements. 30. Contract Extension If Vendor anticipates missing a milestone date identified in the Project Schedule, then Vendor must notify Client immediately so that a mutually acceptable revised milestone date can be agreed to. Such revisions will not alleviate Client's right to Liquidated Daznages in the event such a delay is caused by Vendor resulting in a delay of the Go Live date as defined in Project Schedule. i � 31. Chan e� Agreement The Agreement may be changed only upon the written agreement between Client's <Executive Director> or designee and the Vendor. � 32. Survival Clause � All duties and responsibilities of any party that, either expressly or by their nature, extend into the future, shalI extend beyond and survive the end of the contract term or cancellation of this Agreement. I 32 �-- i __ _ ___ _ ____ __ _ _ ___ _ _ TOWN OF JUPITER ISLAND 33. Risk Durin�Soflwaze Installation Delivery of the Soflware shall be made in accordance with the Project Schedule referenced as part of this Agreement. Minor variances from this Project Schedule may be permitted subject to a mutual agreement by both parties and confirmed by prior written notice. The Soflware sha(1 be installed and placed into good working order by representatives af the Vendor. During the time period where the Soflware is in transit and until the Software is fully instalted in good working order, the Vendor and its insurer shall be responsible for the Software and relieve the Client of responsibility for all risk or loss or damage to the Software. In addition, Vendor shall hold the Client and its officers, employees and agents harmless from any risk of loss or damage arising out of occurrences during the installation of the Soflware. 34. Subcontractors Vendors may use subcontractors in connection with the work performed under this Agreement. When using subcontractors, however, the Vendor must obtain written prior approval frorn the Client for activities or duties to take pIace at the Client site. In using subcontractors, the Vendor agrees to be responsible for all of their acts and omissions to the sarne extent as if the subcontractors were employees of the Vendor. 35. Control of Sub-Contractor. Project Team and Proiect Mana�er Desi nation The Vendor understands that the successful installation, testing, and operation of the Software that is the subject of this Agreement shall be accomplished by a cooperative effort. To most effectively manage this process, the Vendor shall designate a single representative to act as an ex-o�cio member of the Client's project management team ("Project Manager") and who shall have the authority to act on behalf of the Vendor on all matters pertaining to this Agreement. Client shall have the right to approve all subcontractors, Project Manager, and staff assigned to Client by Vendor ("Designated Staff"). In the event that a Designated Staff of the Vendor is, in the opinion of the Client, uncooperative, inept, incompetent, or otherwise unaccep#able, the Vendor agrees to remove such person from the project. In the event of such a removal, the Vendor shall, within fifteen (15) days, fill this representative vacancy as described above. Regardless of whom the Vendor has designated to fill this representative vacancy, the Vendor organization remains the ultimate responsible party for performing the tasks and responsibilities presented in this Agreement. 36. Effect of Re lation � Should any local, state, or national regutatory authority having jurisdiction over the Client � enter a valid and enforceable order upon the Client which has the effect of changing or superseding any term or condition of this Agreement, such order shall be complied with, but only so long as such order remains in effect and only to the extent actualDy necessary under ' the law. In such event, this Agreement shall remain in effect, unless the effect of the order is 33 I I TOWN OF JUPITER ISLAND to deprive the Client of a material part of its Agreement with the Vendor. In the event this order results in depriving the Client of material parts or raising their costs beyond that defined in this Agreement, the Client shall have the right to rescind all or part of this Agreement (if such a rescission is practical) ar to end the Agreement term upon thirty (30) days written prior notice to the Vendor. Should the Agreement be terminated under such circumstances, the Client shatl be absolved of all penalties and financial assessments related to cancellation of the Agreement. The Client shall not be chaeged for such compliance beyond #he cost of the annual maintenance and support fees. The Ciient shall also not be charged for analysis, investigation, design, programming, conversion, or implemen#ation of such compliance beyond the cost of the annual maintenance and support fees. 37. Assi n� ments Client and the Vendor each binds themselves, their partners, successors, and other Iegal representatives to aIl covenants, agreements, and obligations contain.ed in this Agreement. This Agreement or any part thereof shall not be assigned or subcontracted by Vendor without the prior written permission of the Clienfi; any attempt to do so without said prior permission shalt be void and of no effect. The Vendor agrees not to assign, transfer, convey, sublet, or otherwise dispose of the Agreement or any rights, title, or interest created by the Agreement without the prior consent and written approval of the Client's <Executive Director> or designee and the Vendor. 38. Vendor as Independent Contractor It is expressly agreed that the Vendor is an independent contractor and not an agent of Client. The Vendor shall not pledge or attempt ta pledge the credit of Client or in any other way attempt to bind the Client. The relationship of the Vendor to the Client shall be that of independent contractor and no principal agent of employer-employee relationship is created by the Agreement. 39. Advertisement Vendor shall not use, in its external advertising, marketing programs, or other promotional efforts, any data, pictures, or other representation of the Client unless Vendor receives specific written authorization in advance from the Client's <Executive Director>. Vendor will limit and direct any of its advertising on the Client's premises and shall make arrangements for such advertising fihrough the <Executive Director>, Vendor shall not install any signs or other displays within or outside of the Client's premises unless in each instance the prior written approval af the Client's <Executive Director> has been obtained. However, nothing in this clause shall preclude Vendor from listing the Client on its routine client list for matters ofreference. 34 � - TOWN OF JUPITER ISLAND 40. Password Securit The Vendor warrants that no `back door' password or other method of remote access into the Soflware code exists. The Vendar agrees that any and all access to any Soflware code residing on the Client's cliendserver musfi be granted by the Client to the Vendvr, at the Client's sole discretion. � 41. Project Schedule and Acceptance Vendor wili develop a detailed project schedule that details both Vendor and Client's responsibilities, timeline for project activities, phases, milestones, and deliverables ("1'roject Schedule") in connection with Vendor's performance of the Services. The Project Schedule should be in sufficient detail to specify the deliverables, conversion, #raining, testing, acceptance, con�guration, modification, integration, and Iive operation activities. Both Vendar and Client agree that a mutually agreeable Project Schedule wiIE be submitted and approved by Client within thirty {30) days of the date the Agreement is signed by both parties ("Effective Date"). In the event Vendor is unable to provide the Project Schedule within thirty (30) days, Client will have at its option, the ability to terminate the Agreement and obtain all fees paid to Vendor. The Project Schedule wil! also include the criteria by which the software will be tested and accepted by Client. 42, Programming Services Client may during the implementation period or thereafter require modifications, interfaces, conversion, report writing, etc., services from Vendor ("Customizations"). Vendor agrees to pravide a written Change Order describing the work fio be peeformed and estimating the costs for Client approval before any work is 'vnitiated by Vendor. Vendor will not exceed the costs set forth in the mutually agreed to Change Orders without justification, in writing, that zs acceptable to the Client. No costs in excess of the estimates will be paid by Client unless approved in writing in advance of fee incurrence. AIl Customizations shall be subject to Acceptance Testing before payment is released by the Client. Acceptance of the Customizations resuIting from each Change Order shall be per the Acceptance Testing clause herein. 43. Acceptance Testin� For purposes of acceptance of the Solution {or portions thereof}, the parties intend to use the � following staged acceptance pracedure. AlI timeframes specified in the following procedures may be overridden by the Praject Schedule. A. Written Deliverable: Vendor may submit interim drafts (stamped, noted oz otherwise clearly rnarked "Draft") of a written deliverable to Client for review. Client agrees to review and provide comments to Vendor on each interim draft within five (5) business days after receiving it from Vendor. Client will have the opportunity to review the written deliverable for an acceptance period of five (5) business days after delivery of the final version (stamped, noted or otherwise clearly marlced "FinaI Draft") of the written deliverable (the "Acceptance Period"}. Client agrees to notify Vendor in writing by the end of the Acceptance Period 35 TOWN OF JUPITER ISLAND either stating that the written deliverable is accepted in the form delivered by Vendor or describing in reasonable detail any substantive de�ciencies that must be corrected prior to acceptance of the written deliverable. If Vendor does not receive any such deficiency notice from Client by the end of the Acceptance Period, the written deliverable will be deem.ed ta be accepted and an approved document marked "Approved" and dated will be provided to Client. If Client delivers to Vendor a timely notice of deficiencies and the items specified in the notice are deficiencies, Vendor will promptly correct the described deficiencies and return to Client for Acceptance. Client will not unreasonably withhoid, delay or condition its approval of a�nal written deliverable. Vendor is responsible for tracking status of each deliverable including but not limited to the date in which it was submitted to the Client and date returned. B. Software Deliverable: Acceptance testing is an iterative process designed to determine whether each component of the Soflware combined with related Services delivered by Vendor ("Soflware Deliverable") per�orms the functions described in the Contract Documents and to discover and remove material deviations where the Software Deliverable does not substantially perform the functions described in the Contract Documents ("Defects") through repeated testing cycles. In the event of conflicts between Contract Documents and Application Soflware Doeumentation the Coniract Documents will prevail. Vendor will work with the Client and make a good faith effort to develop a test plan with the requisite details, understanding the level of detail required may change depending on the complexity of the requested Software Deliverable and to test each Soflware Deliverable (the "Acceptance Tests" or "Acceptance Testing"). 1. The "Acceptance Test Period" for each Soflware Deliverable will be thirty (30) business days unless an alternate tizne is mutually agreed upon between Vendor and Client per the Project Schedule. The Acceptance Test Period for each Software Deliverable will start within five (5) business days, unless an alternate start date is rnutually agreed upon by Vendor and Client per the Project Schedule, after the Software Deliverable is installed at Clisnt's designated site and Vendor has successfully con:ipleted Vendor's installation test and notified Client that the Soflware deliverable is "Ready for Acceptance Testing." Vendor will not be obligated to deliver a Software Deliverable to Client until Client demonstrates the readiness of the target technical plat#'orm and environment. 2. If Client deterznines during the Acceptance Test Period that the Software Deliverable contains a Defect, Client will promptly send Vendor a written notice reporting the alleged Defect describing it to Vendor in sufficient detail reasonably necessary for Vendor to � recreate it. Vendor will modify the Saflware Delivera.ble to remove the reported Defect and will provide the modifications to Client for re-testing. Client will then re-test the modified portions of the Soflware Deliverable promptly after receiving the modifications frozn Vendor. In such a case, Vendor and Client will mutually agree upon an updated A.cceptance Test Periad. 3. By the end of the Acceptance Testing Period Client wilI provide Vendor with a�nal written list reporting any outstanding Defects (the "Punch List"). Client will then have ten 36 TOWN OF 3UPITER ISLAND (10) business days after the receipt of the modifications to re-test the modified Soflware Deliverable to confirm that the Defects that were reported on the Punch List have been removed. Tf any Defects that were reported on the Punch List have not been removed, Client will provide Vendar with written notification by the end of the retesting period reporting any such Defects. In such event, the procedures set forti� in this section will be repeated for the remaining Defects on the Punch List. 4. Vendor and Client each agrees to work diligently to achieve acceptance of Software Deliverable at the earliest possible date. � C. "User Acceptance Testing" shall mean testing of each Phase identi�ed in the Project Schedule using the process defzned above for Software Deliverable. D. "Conditional Acceptance" will occur upon the earlier of correction of Defects reported as part of User Acceptance Testing of the Phase, or Go-Live of the Phase. There will be a Conditional Acceptance for each Phasa; Conditional Acceptance after the final Phase constitutes ConditionaI Acceptance of the entire Solution. Unless the Project Schedule determines otherwise, the Acceptance Test Period for User Acceptance Testing will be thirty (3Q) calendar days, Vendor and Client will work diligently to put the Phase into Go Live operations. E. "Final Acceptance" involves use of the Solution in totality in production operations for a period of sixty {60) calendar days, provision af all Services by Vendor, and completion of the Phases and/ar the Soflware previously tested and meeting Conditional Acceptance. If after sixty (60} calendar days the Solution parforms without Defects, the Client and the Vendor will both issue and execute a"Final Acceptance" of the Solution. The sixty (60) day time frame for Final Acceptance will stop if Defects are found during production use and prevent further production use of the Soflware. The Final Acceptance process will resume on the date the Defect is confirmed as fxed and wilI continue for the zemainder ofthe Sixty (b0} day time franne. There will be a Final Acceptance for each Phase; Final Acceptance after the �nal Phase constitutes Final Acceptance of the entire Solution. 44. Professional Services Warrantv A. Vendor agrees at all times to maintain an adequate staff of experienced and qualified employees for efficient performance under this Agreement. Vendor agrees that, at all times, the employees of Vendor furnishing or performing any services shall do so in a proper, workmanlike, and dignified manner. B. Vendor agrees that ail persons working for or on behalf of Vendor whose duties bring them upon the Client's premises shall obey the rules and regulations that are established by the Client and shall comply with the reasonable directions ofthe Client's officers. The Client may, at any time, require the removal and replacement of any vf Vendor's employees for good cause. 37 __ I TOWN OF JUPITER ISLAND C. Vendor shall be responsible for the acts of its employees and agents while on the Client's premises. Accordingly, Vendor agrees to take all necessary measures to prevent injury and Ioss to persons or property [ocated on the Client's premises. Vendor shall be responsible for all damages to persons or property caused by Vendor or any of its agents or employees. Vendor shall promptly repair, to the specifications of the Client, any damage that it, or its employees or agents, may cause to the Client's premises or eyuipment; on Vendor's fai(ure to do so, the Client may repair such damage and Vendor shall reimburse the Client promptly for the cost of repair. D. Vendor agrees ti�at, in the event of an accident of any kind, Vendor will immediately notify the Client's contact person and thereafter, if requested, furnish a full written report of such accident. E. Vendor shall perfonn the services contemplated in the Agreement without interfering in any way with the activities of the Client's staff or visitors. F. Vendor and its employees or agents shall have the right to use only those facilities of the Client that are necessary to perform services under this Agreement and shall have no right to access any other facilities ofthe Client. The Client shall also extend parking privileges to properly identif ed members of Vendor's fu11-tizne staff on the same basis as they are extended to the Client's staff. G. The Client shall have no responsibility for the 1oss, theft, mysterious disappearance of, or damage to equipment, tools, materials, supplies, and other personal property of Vendor or its employees or subcontractors. 45. Ineffective Trainin� � Vendor will submit to Client an agenda in advance of any training sessions to be covered with the key materiais provided during the course of the training. Further, Vendor will provide to Client details associated with the layout of the training facility, computer reyuirements, as well as aIl associated media necessary to deliver the course. Client will conduct a rating of the course after its completion and communicate the results of this rating to Vendor for future class improvements. In the event that Client asserts in good faith that any Vendor training consultant lacks the skill or capacity to adequately train Client's staff, Vendor shall replace such training consultant as soon as reasona6ly possible. Tf Client notifies Vendor within five (5} business days of the completion of said training, that in Client's reasonable judgment the training sessions provided by such training consultant were inadequate or ineffective, then Vendor shall provide a credit in training days to Client for a11 such training sessions. 46. Subcontracts The Vendor agrees not to subcontract any of the work required by this Agreement without the prior written approval of the Client's <Executive Director> or designee. The Vendor agrees to be responsible for the accuracy and timeliness of the work submitted in the fulfillment of its respansibilities under this Agreement. 38 TOWN OF JUPTTER ISLAND 47. Non-Performance Escalation Procedures In the event that the Client determines that Vendor is not performing in a manner consistent with the intent and spirit of this Agreetnent or in a manner consistent with commonly accepted business practices, then the Client shall have the right to, in the sequence shown: (a) formally natify Vendor of non-performance, {b) reserve the right to withhold any and all payments pending, including support and maintenance fees, until the non-performance is corrected, (c} request a joint meeting of Vendor and Client decision makers to attempt to resolve the non-performance, (d) require a Vendor employee to be on-site at Client's location until the non-performance is resolved, (e) request arbitration in Jupiter Island, Florida per terms of the American Azbitration Association or at Client's sole option, commencing suit in the <Court Location> <Court Name�, the venue of which is agreed to by Vendor, ( fl invoke the Termination clause herein. 48. Force Majeure Clause Timely performance is essential to the successful initial implennentation and ongoing operation of the network described herein. However, neither party will be liable for delays in performing its obligations under this Agreement to the extent that the delay is caused by force majeure. 49. Force Majeure Requisites Force majeure shall not be allowed unfess: A. Within three (3) calendaz days ofthe occurrence of force majeure, the party whose performance is delayed thereby shall provide the other party or parties with written notice explaining the cause and extent thereof, as well as a request for a time extension equal to the estimated duration of the force majeuze events. B. Withen seven (7) calendar days after the cessation of the force majeure event, the party whose performance was delayed shall provide the other party written notica of the time at which force majeure ceased and a complete explanation of all pertinent events pertaining to the entire force majeure situation. 50. 120 Day Maximum Under no circumstances shall delays caused by a farce majeuxe extend beyond one hundred- fwenty (120) days from the scheduled delivery or completion date of a task, unless by prior [to the end ofthe one hundred-twenty {120) day period] written approval is received from the other party. Failure to secure this written prior permission, even in the case of force majeure, shall constitute default by the party failing to meet the requirement. 39 TOWN OF JUPITER ISLAND 51. Ri�ht of Cancellation Either party shall have the right to cancel the Agreement if force majeure suspends performance of scheduled tasks by one or more parties for a period of one hundred-twenty (120) or more days from the scheduIed date of the task. If a cancellafiion due to a force majeure occurs before title passes to the CIient, the Vendor nnay keep any parts of the system as it can salvage, but must remove same at its own expense. If cancellation occurs due to a force majeure after title passes to the Client, the syste►n shall remain with the Client and the Vendor shall be entitled to any such payments as have accrued according to the payment schedule. 52. Li�uidated Dama�es Failure on the part of the Vendor to complete criticaE project milestones as established in the Project ScheduIe may result in liquidated damages being imposed on the Vendor by the Client for breach of contract and for non-compliance. The milestones will be defined in the Project Schedule and extent of damages will be <$##> per day for each day the project Go Live date as defined in the Project Schedule is extended. 53. Pricin All prices for Vendor's Soflware and Services hereunder are �irm for the term ofthe Agreement. The Client shall pay Venc#or for satisfactory performance of the Software and Services specified in this Agreement, the sums in accordance with Vendor's response to Client's RFP, this Agreement and any related addenda. Client reserves the right to delay the purchase of Soflware components {"Modules") and related Services. The 1Vloduies subject to this price protection are included in Exhibit <##>. 54. Chan�e Orders The Project Managers appointed pursuant to this Agreement will meet periodically to review the Project Schedule. Changes to the scope ofthe project including additional Software and Services may be proposed by either party, and if accepted by the parties, the proposed changes shall be reduced to a written document, inclusive of any applicable pricing changes ("Change Order"). Written approval signed by a duly authorized representative of each of the parties of such Change Order must be obtained priar to the provision of any products or services related to such Change Order, Vendor shall provide to Client a written quotation for any changes in this Agreement, including Soflware, Services, Customizations, etc. Each Change Order shall be reviewed and approved by Client, and shall be subject to the requirements in the section. 40 TOWN OF JUPITER ISLAND . 55. Pa ment Terms Y It is expected that certain payments will be made to Vendor by Ciient upon delivery of the Software with additional payments m.ade for Software and Services based on specific project milestanes as defined in the 1'roject Schedule. Vendor shall invoice Client for the Total Amoum on Exhibits <##> and <##> according to the following payment schedules: Software � 20% Due upon Contract Execution ■ 20% Due upan initial Software installation ■ 40% Due in installments basecl upon Conditional Acceptance of each Soflware module = 20°/a Due upon Final Acceptance Services ■ SO% Due in installments based on Conditional Acceptance of Milestones as defined in the Sta#ement of Work ■ 20% Dne upon Final Acceptance Customizations ■ 40% Due as incurred upon completion of design ■ 40% Due upon Conditionai Acceptance of Modification ■ ZO% Due upon Fina[ Acceptance Vendor shall submit to the Client an invoice in a form agreeable to the Client. The invoice shall be accompanied by such supporting docurnentation as required by the Ctient. 56. Right to Withhold Payment If the Vendor breaches any provision of this Agreement, the Client shall have a right to withhold all payments due to the Vendor until such breach has been fully cured. 57. Travel Ex�ense Reimbursement AIl travel expense costs must be included in the Vendor's fixed price cost. Client will not make a separate payment for reimbursable expenses. Per Force Majeure, Client shall not be liable for additional travel costs incurred due for any reason outside Vendor's control. 58. Fundin�0ut This Agreement shall terminate at such time, if any, that the <Goveming Board> fails ta appropriate sufficient sums in the budget year for which the Agreement applies to pay the 41 TOWN OF JUPITER ISLAND amount due. 59. Non-Collusion Vendor hereby represents and agrees that it has in no way entered into any contingent fee arrangement with any firm, employee of the Ctient, or other person or entity concerning the obtaining of this Agreement. In addition, Vendor agrees that a duIy authorized Vendor representative will sign a non-collusion affidavit, in a form acceptable to Client that Vendor has nQt received from Client any incentive or special payments, or considerations not rela#ed to the provision of the Soflware and Services described in this Agreemen#. 60. Conflic# of Interes# � The Vendor shall not employ as a director, officer, employee, agent, or subcontractor any etected or appointed o�cial of the Client or any member of his/her immediate family. 61. Maintenance and Sugport Services _ For as long as Client pays the maintenance and support fees deiineated in Exhibit <##>, Vendor will provide Client with maintenance and support services ("Extended Services") with respect to the Software. Such Extended Services shall consist of the following: A. Vendor shall provide maintenance for the Soflware necessary to insure its operation in material conformance with all Documentation, Contract Documents and all representations and warranties set forth herein. B. Vendor shall provide Client with any revisions, updates and enhancernents of the Software, together with related documentation, during the period in which enhancement and support services under this Agreement are furnished. C. Vendor agrees that the rates specified for Extended Services shall remain in effect for a period of minimally two (2) years from initial cantract signing. D. Vendor agrees not to assign its Extended Services obligations as contemplated herein, without prior written authorization of Client, which will not be unreasonably withheld. Vendor will not utilize subcontractors for any Extended Services provided heeein without the express written authorization of Client. 62. Annual Maintenance and Support Fees Annual maintenance and support fees shall not be increased by an annual average percentage greater than the annual Consumer Price Index {CPn for the Southeast region or three (3) %, whichever is less, for as ]ong as annual support fees are paid and the license agreennent between the Client and the Vendor is in effect. Vendor agrees to send an itemized invoice to the Client at least 90 days before maintenance is up for renewal. 42 i i TOWN OF JUPITER ISLAND 63. Resolution and Response Time Warrantv Vendor warrants that a11 ResoIution and Response Times delineated below shall be adhered to as follows, as determined by the Vendor's Project Manager: Priority 1 support issues are defined as: Mission Critical — Soflware is down /undiagnosed but feared critical; situation may require a restore and Soflware use is suspended until a diagnosis is given. 1. Response to first catI time linnit — within one (1) business hour. 2. Resolution time limit — Vendor shall use its best efforts to resolve within four (4) business hours. 3. If Vendor and Client are on a support telephone call to resolve a Priority 1 support issue at the time that normal support hours end, Vendor support representatives will remain on the call past the normal support hours to provide what assistance can be provided at no additional cost. Client acknowledges that programrners will no# be available at that time. 4. Penalty for not adhering to time lim.its - Client shall receive a three (3} % credit against the annual maintenance and support fees, per incident. S. Priority 2 support issues are defined as: Critical Issue — Soflware is not down, but operations are negatively impacted. 6. Response to first call time limit — within two (2) business hours. 7. Resolution time limit — Vendor shall use its best efforts to resolve within one (1) business day. 8. Penalty for not adhering to time limits - Client shall receive a three percent (3%} credit against the annual maintenance and support fees, per incident. 9. Priority 3 support issues are defcned as: Non-Critical Issue — resolution period to be mutually agreed upon. I0. Response to first ca[l time limit — within twelve (12) business hours. I 1. Resolution time limit— Vendor shall use its best efforts #o resolve within five (5) business days. t2. Penalty for not adhering to time iimits - Client shall receive a three percent (3%) credit against the quarterly Support fees, per incident. fi4. Termination of Annual Maintenance and Support Client may cancel maintenance upon ninety (90) day notification to the Vendor. Maintenance may be reinsta.ted by the Client at an amount not to exceed the back fees that would have been due if maintenance/support had not been dropped. In the event of reinstatement of Maintenance, the Client shall not be farced to move to a new license model and no upgrade fees for licenses already purchased shall be charged by Vendor. 43 TOWN OF JUPITER ISLAND The Vendor shafl give the Client at least nine (9) months' notice before unilaterally canceling maintenance, In addition, the Vendor shall continue to support the soflware/product as long as it is supporting such Software for other customars of Vendor. 65. Source Code Escrow Vendor shall place Source Code for the Soflware modules Iicensed by the Client in escrow with an independent third-party (with whom a separate Escrow Agreement will be entered into by Vendor at no additional cost to Client). The Source Code shall be kept cunent with the releases and versions of the Soflware in live use at the Client, The Sowce Code shall , revert to Client for Client's use if Vendor files for banlmxptcy or protection from creditors in a court of law. CEient shall then have full rights to use source code for any purposes other than resaie. Vendor will pravide appropriate source code to the Client in a timely manner in the event that the Vendor goes out of business or no longer supports the Soflware being licensed. The same applies ifthe Vendor is merged or acquired and the Software is no longer supported. Once the Client obtains the source code, it will be a perpetual license, and there will ba no additional fees due, even if additional licenses aze deployed. 66. Video and Audio Recordin� Client reserves the right to record video and/or audio of any and all training sessions, whether � held at Client site, Vendor site, or via teieconference. Use of such recordings shall be strictly for Client staff iraining purposes. 67. Federally Mandated Chan�es Vendor shall supply Client with aIl federally mandated changes to Vendor's Software. Vendor will make a good faith effort to provide Client with these changes within thirty (30) days of their enactment dates prescribed by the aforementioned bodies. In the event that Vendor is unable to supply these changes within thirty (30) days of the enactment, Client will be credited a prorated share of the annual maintenance and support fee for every week - Vendor is tardy in delivering the required change. 68. Future Releases/LTpgrades Client shall be entitled to future releases and upgrades, whether of a"minor" or major" nature, of Vendor Soflware for no additional cost beyond the annual maintenance and support fees delineated in Exhibit <#!#>, 69. Solution Lon evi The Vendor certifies that the Soflware v✓ill remain available and fully supported by Vendor 44 TOWN OF JUPITER ISLAND for a minimum of fifteen (15) years from the date the Agreeznent is signed and that any material changes to Vendor's company or products will not affect the Client's implementation, maintenance or support ofthe Soflware as long as Client pays fihe an.nuat maintenance and support fees. 70. Successor Software Products In the event Vendor makes available successor soflware products with substantially sirnilar functionality as the Soflware which may be based on a new technical architecture {"Successor Products"} within fifteen (15} years ofcontract signing, Client may transfer the license for the Software to the Successor Products for no additionai Vendor license fees. In such event, Client shall pay the then-current annual maintenance and support fees for the Successor Products, in addition to any services and/or third party fees associated with the Successor Products. 71. Functionality Replacement The Client maintains #he rights to the Soflware functionality that is licensed herein, even if �i that functionality later gets renamed or rebundled by Vendor. , 72. Right to �utsource � . Software licensed to Client may be used by a third-party vendor hired by Ciient to perform outsource services on Client's behalf. 73. Vendor Merger or Acquisition In the event that the Vendor is merged or acquired, the acquiring entiTy sha11 honor all ofthe ' terms of the existing contract for ten (10) years or until the end of the present Agreement term, whichever is longer. . 74. Eaual Opportunity Emplovment/Nondiscrimination Policv It is the policy of the Client that all vendors who provide goods and services to the Client by contract, shall, as a condition of providing goods and services, adhere to all FederaI, State and Local laws, ordinances, rules and regulations, and policies, and if applicable, prohibiting discrimination in regard to persons to be served and employees and applicants for employment including, but not iimited to, the following: � 1. The Elliatt-Larsen Civil Rights Act, 1976 PA 453, as amended. � 2. The Persons with Disabilities Civil Rights Act, 1976 PA 220, as amended. 3. Section 504 of the �ederal Rehabilitation Act of I973, PL 93-I 12, 87 Stat 355, as amended, and rules adopted thereunder. 4. The Americans with Disabilities Act of 1990, PL 101-336, 104 Stat 327 (42 USCA § 12101 et seq.), as amended, and regulations promulgated thereunder. 45 TOWN OF .nJPITER ISLAND Vendor shall, as a condition of providing Software and Services, as required by law andlor the Client's Equat Opportunity Employment/Nondiscrimination Policy, na# discriminate against persons to be served or an employee or applicant for employment with respect to hire, tenure, terms, conditions, or privileges of emplayment, or a matter directly or indirectly related to employment because of race, color, religion, national origin, age, sex, sexual orientation, ancestry, disability that is unrelated to the individuaf's ability to perform the duties of a particular job or position, height, weight, marital status, or political affiliation. Where there has been a conclusive finding that Vendor has violated Federal, State, or Local equal opportunity sta.tutes, oxdinances, ruIes/regulations, or policies, Vendor shall be barred from providing goods and services to the Client for �ve (5) years from the date that a determination of the violation has been made in accordance vvith applicable statutes, ordinances, rules/regulations, or policies or from the date that such determinatian becomes [cnown, unless a specific exemption is granted by the Client's governing body. Any violation of Federal, State, or Local equal opportunity statutes, ordinances, ruIes/regulations, or policies during the course of time during which Vendor is providing Software or Services to the Cfient shall be regarded as a material breach of the Agreement between the Client and the Vendor, and the Client may terminate such Agreement effective as of the date of delivery of written notification to the Vendor. Any employee of Vendor providing goods and services to the Client under his Agreemen�, or any employee of a subcontractor of Vendor providing goods and services to the Client under this Agreement, or any bona fide organization representing such employees may file a written complaint with the governing body or its designated agent, if any, challenging the compliance by Vendor with the terms of this policy, the governing body or its designated agent shall then conduct an investigation to determine whether the policy has been violated. Any Vendor found to have retaliated in vioIation of a Pederal or State law against an employee for filing a claim of violation of Federal, State, or Local equal opportunity statutes, ardinances, rules/regulations, or policies shall be ineligible to provide any goods or services to the Clien# for a period of five (5) years from the date of such finding. ' 46 TUWN OF JUPITER ISLAND CONTRACT TERMS AND CONDITIONS COMPLIANCE CHECKLIST Proposal responders are to mark the Comply, Exception, or Not Comply column. Comply indicates the proposal responder understands and agrees to comply fully. Exceptions must be fully explained on the bottom portion of this page. The Client reserves the right to reject any . proposal for non-compliance with one or more of the specifications. # Title Com 1 Egce tian Not Com 1 1. Scope of A reement 2. Documentation 3. Incorporation by Reference 4. Entire Agreement Clause 5. Applicable and Governing Law Clause 6. Wording Con#�icts 7. Standard Forms and Contracts 8. Grant of License 9. Use of Licenses by Personnel Who Are Not Em loyees 10. Replication of SofCware I 1. Disaster Recovery & Disaster Recovery Testing 12. Term and Termination Clause 13. Warran 14. Year 2000 Warranty 15. Continuit of Warrant 16. Disclaimers and Limitations of Remedies 17. Intellectual Property 18. Indemnification 19. Patents, Copyrights, and Proprietary Rights Indemnification 20. Insurance 21. Insurance Coverage 22. Limitation of Liability Z3. Unlimited Liabiiity for Soflware Vendor Infrin ement 24. Freedom of Informaiion Act and Florida Public 47 TOWN OF JUPITER ISLAND .# Title Com 1 Exce tion Not Com 1 Records Law 25. Confidentialit 26. Titie and Confidentialit 27, Identification of Parties to the Agreement Clause 28. Notices Clause 29. Agreement Extension and Modification Clause 30. Contract Extension 31. Chan es in A reement 32. Survival Clause 33. Risk During Software Insta.11ation 34. Subcontractors 35. Control of Sub- Contractor, Project Team and Project Manager Designation 36. Effect of Regulation 37. Assi ments 38. Vendor as Independent Contractor 39. Advertisement 40. Password Security . 41. Project Schedule and Acce tance. 42. Pro amming Services 43. Acceptance Testing 44. ProfessionaI Services Warranty 45. Ineffective Trainin 46. Subcontracts 47. Non-Performance Escalation Procedures 48. Force Ma'eure Clause 49. Force Majeure Re uisites 50. 120 Day Maximum 51. Ri ht of Cancellation 52. Li uidated Dama es 53. Pricin 54. Chan e Orders 55. Payment Terms 56. Right to Withhold Pa ent 48 . TOWN OF JUPITER ISLAND # Title Com 1 Exce tion Not Com 1 57. Travel Expense Reimbursement 58. Funding Out S9. Non-Collusion 60. Conflict of Tnterest 61. Maintenance and Support Services 62. Annual Maintenance and Su ort Fees 63. Resolntion and Response Time Warran 64. Termination of Annual ' Maintenance and� Su ort 65: Source Code Escrow 66. Video and Audio Recording 67. Federally Mandated Changes 6$. Future Releases/U grades 69. Soiution Longevity 70. Successor Software Products 71. Functionality Re lacement 72. Ri ht to Outsource 73. Vendor Merger or Ac uisition 74. Equal Opportunity Emp loymentlNondiscrim ination Poiic 49 TOWN OF JUPTTER ISLAND CONTRACT TERMS AND CONDITIONS — EXCEP'�'ION EXPLANATIONS « ,� • For all items marked as Exception cn the Contract Terms and Conditions Compliance Chec�list, a Vendor must fully explain the exception on the Exception Explanations form below. �y-. . : ..,•.-: - . .,,} .: • y r1 t ' p .:y� ti31 ' : � d.:i s. 'aiU$�: . � . - 'L • . - .'rr ' .x,. ' �:ti�a�'?;:�"..'r ... �':;: .�� �. ... .:�. _ ..,. .:. . . : �xc� �on�;E�" 1�a��i i ns��' .�� " �.�. .�{�- ,��. . ._ . .... . . . .._ . . . ,:. . .,. .�. ... < .. . . # Titie �� � Ex lanation of Exce tii�n � • � _ . END OF PART II � 50 - TOWN OF JUPI'TER ISLAND TOWN OF JUPITER ISLAND REQUEST FOR PROPOSAL ERP SOFTW PART � — INSTRUCTIONS FOR PREPARING PROPOSALS 1. RULES FQR PROPOSALS The proposal must name ali persons or entities interested in the proposals as principals of the Project Team. The proposal must declare that it is made without collusion with any � other person or entity submitting a proposal pursuant to this RFP. 2. PROPOSAL FORMAT 1'roposals shall be submitted to the Town of Jupiter island, Gwen Carlisle, 2 Bridge Rd. Hobe Sound, FL 33455 prior to 2:00 pm on Friday, January 22, 2016. Proposals received after the established deadline wilI not be opened. Proposals shail, upon opening, constitute an irrevocable offer for a period of one hundred and eighty (180) �calendar days to provide the Town the services set forth in these specifications until one of the proposals has been selected by the Evaluation Committee and accepted by the ` Town Commissioners. The Vendor must submit one (1} signed, completed, original, three (3) copies, and one (1} electronic copy of the Vendor's proposal. The first page of the original proposals should be marked "Original" and the first page of the copies should be marked "Copy". Proposals must I comply with all of the specifications and instructions in this Request for Proposal {"RFP"). The electronic proposals should also include the following files: E S 2016 - S ecifications.xlsx RFP RP oflware p RFP ERP Soflware 2016 - Pricing Forms.xlsx The electronic copy of the Vendor proposal response shall include the completed specification worksheets that have been pravided in Microsoft Excel. The electronic copy of the Vendor cost proposal shall include the completed pricing worksheets that have been provided in Microsoft Excel. All proposals must contain the following wording clearly marked on the outside of the envelope: RFP ERP Software 2016 Proposals received after the deadline will not be accepted and will be returned to the sender unopened via certified mail. Proposals may not be delivered via facsimile or e-mail. S1 TOWN OF JUPITER ISLAND Proposals shall be sent by Federal Express {or comparable carrier) or hand delivered to the above address. The full name and address of the proposer will be clearly marked on the outside of the package that is inside the Federal Express package or comparable carrier. 3. PROPOSAL REQUIREMENTS Reviews the information required under Part N Evaluation of Proposals and provides the following information: A. Executive Summarv: This part of the response to the RFP should be limited to a brief narrative not to exceed two (2} pages describing the proposed solution. The summary should contain as little technical jargon as possible and should be oriented toward non- technical personnel. The executive summary should not include cost questions. B. Comaany B ack round: Vendors must provide information about their company so that the Town can evaluate the vendor's sta6ility and ability to support the commitments set forth in the response to the RFP. Information that vendors should provide in this section are as follows: a. The company's background including a brief description of the company's past history, present status, future pIans, size, and organization charts. b. The produc#s developed by the company and a brief history. c. If the vendor is proposing to use a Subcontractor on this project please provide background information on the Subcontractor, vendof reIationship with that firm and the specific services and/or products that the Subcontractor will be providing on the project. A complete list of Subconiractors is required. The Town has the right to approve al] Subcantractors on the vendor at any time. C. Punctionalitv: a. The vendor is required to provide information of the praposed solution per Part II — Scope of Services, Section B. b. Exceptions and Deviations: If the vendor finds it impossible or impractical to adhere to any portion of these specifications, it shall be so stated in its proposal, with all deviations grouped together in a separate section entitled, "exceptions/deviations from proposal requirements:' This section will be aIl- inclusive and will contain a definition statement of each and every objection or deviation with adherence to specific RFP section. Objections or deviations expressed only in other parts of the proposal, either directly or by implication, will not be accepted as deviations, and the vendor in submitting a proposaI, will accept this stipulation without recourse. c. Response to Saftware ReQUirements: This section should include, at a minimum, responses to the questions referenced in Part II — Scope of Services, Section E. d. Response to Technical Reqnirements: This section should include, at a 52 TOWN OF JUPITER ISLAND minimum, responses to the questions referenced in Part II — Scope of Services, Section F. . e. Client References: The vendor must provide at (east five references from clients that are similar in size, services and complexity to the Town. The format for completing the vendor references is provided in Part II — Scope of Services, Section G of this document. D. Implementation: The vendor is to provide an implementation plan in narrative format supported as presented in Part II— Scope of Services, Section C. E. Ongoin�Support Services: a. Specify the nature and conditions of the post-implementation technical support as provided in Part II— Scope of Services, Section D. b. License and Maintenance Agreements: Sample license and nnaintenance agreements must be provided in this part of the vendor's response for alI components of the recommended solution (i.e. hardware, soflware, operating system, database, etc.). Indicate the basis on how licenses are determined. �, F. Cost Proposal: Ptease complete the pricing forms that have been provided in the associated Microsoft ExceI pricing spreadsheet. �t is the responsibility of the Vendor to ensure the accuracy of the pricing provided as part of your response. Any errors in providing an accurate price response due to inaccuracies in the providad templates are the sole responsibilrty of the res ondin Vendor. Ifthere is no.t enou h s ace to describe the ricin on these forms, P g g P P g please attach a separate pricing page and provide the pricing information in the same type of format so that it is easy to understand. The Town requests a firm, fixed pzice for each of the components described below that are included on tl.ze attached Microsoft Excel , pricing spreadsheet as separate tabs: a. Vendor Checklist (including Hosting/L,icensing ModeI, Travel & Lodging Costs, and Discount) b. Proposal Summary (no direct input required) c. Ivlodule Summary (no direct input required) d. Application Software . e. Other Soflware f. Hardware g. Implementation Services h. Train-the-Trainer Training i. Optional End-User Training j. Interfaces k. Modifications 1. Other Implementation Services 53 TOWN OF JUPITER ISLAND G. Required Forms: Submit six (6} forms included in this propasal: a. Proposers Certification b. No Lobbying Affidavit c. Public Entity Crimes Form d. Drug Free Workplace Certification e. Contract terms and conditions compliance checklist f. Contract terms and conditions compliance checklist — Exception explanation END QF PART III . . 54 TOWN OF JUPITER ISLAND TOWN OF JUPITEIt ISLAND REQUEST FOR PROPUSAL ERP SOFTW PART IV — EVALUATION OF PROPOSALS 1. EVALUATION METHOD AND CRITERIA A. General The.Town shall be the sole judge as to the merits of the proposal, and the resulting agreement. The Town's decision will be final. � The Town's eva.luation criteria will include, but shall not be limited to, considerations listed under Part II — Scope of Services. As mentioned in Proposal Format, the proposals should be prepared using the format outlined in the Proposal Requirements. Proposers are advised, and shouid take into account in the preparation of their proposals, that in the evaluation sha(1 include, but is not limited to, experience; capabilities; past record; past performance; adequacy of personnel; Iocation; ability to furnish the required core services; ability to furnish future services; software structure; cost of soflware; and such other factors as may be determined by the Town to be applicable to the particular requirements of the project for which tfie professional services have been requested. ' EVALUATION CRXTERIA PERCENTAGE (WEIGHT) Comnanv Back�round 10 A. Length of time in business B. 1'raduct development and strengttts C. Strength of support services Functionalitv 30 A. Proposed solution — Part II, Section B B. Complete provision of all modules requested C. Provision of additionat modules D. Overall Responses to Soflware Requirement quesrions in Part II, Section E E. Overall Responses to Technica.l Requirement questions in Part II, Section F— Conversion of existing hardware, amount of additional haxdware required, P. References per Part II Section G 55 II TOWN OF JUPITER I5LAND Imnlementation Z� A. Implementation plan — conversion of data, installation of software — Part II Section C B. Length of time for full implementation � C. Training plan Customer Service and Sup� 2� A. Adequate support personziel for conversion B. Plan for daily support services � C. Reference response to ongoing support services Costs ZD A. Reasonable costs of core services B. Reasonable costs of maintenance agreements and upgrades C. Reasonable costs of additional modules TOTAL EVALUATION 1Q0 � A. Selection: The Town wilt be using the following process to reach a finalist Vendor decision: 1. Minimurn Criteria: As part of the Vendor's RFP response, the follawing minimum criteria must be met for a proposal to be considered for further evaluation. Failure to meet all of these criteria will automaticaIly disqualify the Vendor's response from further consideration: a. Minimum Client Software Installations Must have provided software for at least one previous municipality in the State of Flozida, of similar size and connplexity. b. RFP Response RFP response is submitted by the due date atnd time. c. Response Authorization The RFP response is signed by an authorized company officer. d. Response Comple�eness Vendor complied with all instructions in the R�P and provided a response to at1 items requested with su�cient detail, which provides for the proposal to be properly evaluated. Any deficiencies in this regard will be determined by the Town's Purchasing Director to be either a defect that the Director will waive or that the proposal can be sufficiently modified to meet the requirements of the RFP. 56 � TOWN OF NPITER ISLAND 2. Round 2 Evaluation: For those Vendors whose proposals pass the minimum criteria, the previously stated evaluation criteria will be used tQ further evaluate and rank the proposals submitted by all proposers. 3. Round 3 Evaluation: The top Vendors in the second round evaluation witl then proceed to an additional level of due diligence that may include the following activities: a. Foilow-up questions and answers with the Vendors. b. OnIine/On-site Vendor demonstrations to include module/functionality demonstrations, technicai demonstrations, service presentation, and other due diligence. c. Reference checking with comparable entities using the Vendor's product. d. Potential site visits to comparable entities using the Vendor's product. At any point in time during the third round of evaluation, a Vendor may be excluded from further consideration. At the conclusion of the round three activities, the finalist Vendors will be judged on all information collected to date against the previously stated evaluation criteria. The Town will then enter into contract negotiations with the Vendor whose overall solution best meets the needs of the Town over the long-term. B. Schedule: The projected schedule for this project is as folIows: Target Dates Description of Events . � Monda , December 14, 2015 Advertise and distribute �2FP Y . Wednesday, January 6, 20I6 :a0 pm ET Pre-Pro osal Meeting riday, January 8, 2016, 2:QOpm ET Questions due ta Town Proposal Submission to Purchasing Dept. rida , January 22, 2016 2:00 m ebruary 8-12, 2016 iday online/onsite demonstrations Week of February 22, 2016 2/3-day Software demonstrations from top eek of Februa 29, 2016 applicants Selection of preferred finalist arch 2016 vendor arch/April 2016 Contract Ne otiations ri12016 Town Commission Award and Post Award Execute Agreements and Begin ri1201 b Implementation priUMay 2016 Im lementation and conversion 57 . II TOWN OF JUPITER ISLAND END OF PART IV 58 PROPOSERS CERTIFICATION STATE OF COUNTY OF I, , of Cname of company), proposing to fumish the following described materials, equipment, and/or services to the Town of Jupiter Island {the "TOWN") HEREBY CERTIFIES THAT: 1. Bidder/Proposer has thoroughly inspected the specifications or request for proposal and understands the terms and conditions thereof and they are incorporated by reference in the bid or proposai for said goods or services, and have verified measurements, if applicable. 2. The bid or proposal'is Contractor and binding and sha71 be valid for not less than sixty (60) days from the date of bid opening. A longer time may be set out in the bid, the proposal, or as negotiated between the Bidder/Proposer and the TOWN. 3. The bid or proposal is made by a person authorized to bind the Bidder/Proposer. 4. The bid or proposal is made without unlawful collusion between another Bidder/Proposer or po#ential Bidder/Proposer, or with any officsr or employee of the TOWN. 5. The bid or progosal is in full compliance with the Copeland Anti-kickback statute. 6. The bidder does not discriminate on the basis of race, color, national origin, sex, religion, age, or handicapped status in employment or in the provision of services. Print Name: STATE OF COUNTY OF The faregoing instrument was acknowledged before me this day of , 2016 by , as ftitle�,of (name of company), on behalf of (type of entiiv), ❑ who is personally Irnown to me, ❑ who produced as identif cation, who did take an oath, and who acknowledged before me that he executed the same freely and voluntarily forthe purposes therein expressed. , (Notary Seal} Signature Print Name NOTARY PUBLTC-STATE OF My Commission Expires: Commission No. ) NO LOBBYING AFFIDAVIT STATE OF COUNTY OF This,_____�, of . 2016 being first duly sworn, deposes and says that he or she is the aathorized representative of (Name of the authorized Contractor , Contractor or individual), maker of the attached request for proposal released by the Town of Jupiter Island, and that the proposer and any of its agents agrees to abide by the Town of Jupiter Island's no lobbying restricfions in regards to this solicitation. Affiant The foregoing instrument was aclmowiedged before me this day of , 2016, by (name of person, officer, or agen� title of of�cer or agent}, of (name of corporation or parinership, a {state of incorporation or parmership, if applicable). ❑ who is personally known to me, ❑ who produced as identification, who did take an oath, and who acknowledged before me that he executed the same freely and voluntarily for the purposes therein expressed. (Notary Seal) Signature Print Name � NOTARY PUBLIC-STATE OF My Connmission Expires: Commission No. SWORN STATEMENT PURSUANT TO SECTION 287.133(3)(a), FLORIDA STATUTE5, ON PUBLIC ENTITY CRIMES THIS FORM MUST BE SIGNED AND SWORN TO IN THE PRESENCE OF A NOTARY PUBLTC OR OTHER OFFICIAL AUTHORIZED TO ADMINISTER OATHS. 1. This sworn statement is submitted to the Town of Jupiter Island {the "TOWN") by: (Print individual's name and title) For: (Print name of entity submitting sworn statement) Whosa business address is: And (if applicable} its Federal Employer ldentification Number (FEIN) is; . {If the entity has no FEIN, include the Social Security Number ofthe individual signing this sworn statement .) 2. 1 understand that a"public entity crime" as defined in Paragraph 287.133(1)(g), FLORIDA STATUTES, means a violation of any state or federal law by a person with respect to and diractly related to the transaction of business with any public entity or with an agency or political subdivision of any other state or of the United States, including, but not limited to, any bid or contract for goads or services to be provided to any public entity or an agency or palitical subdivision of any other state i or of the United States and involving antitrust, fraud, theft, bribery, coilusion, racketeering, conspiracy, or material misrepresentation. 3. I understand that "convicted" or "con�iction" as defined in Paragraph 287.1;3{I)(b}, FLORIDA STATLJTES, means a finding of guilt, in any federal or sta.te trial court of record rela�ing to charges brought by indictment or information after July 1, 1989, as a result of a jury verdict, non jury triai, or entry of a plea of guilty or nolo contendere. 4. I understand that an "affiliate" as defined in Paragraph 287.133(1)(a), FI.ORIDA STATUTES, means: a. A predecessor or successor of a person convicted of a public entity crime; or b. an entity under the control of any natural person who is active in the management of the entity and who has been convicted of a public entity crime. The term "affiliate" includes those officers, directors, executives, partners, shareholders, employees, members, and agents who are active in the management of an affiliate. The ownership by one {1) person of shares constituting a controlling interest in another person, or a pooling of equipment or income among persons when not for fair market value under an ar�ns length agreement, shall be a prima facie case that one (2} person controls another person. A person who knowingly enters into a joint venture with a person who has been convicted of a public entity crime in Florida during the preceding thirty-six (36) months shal] be considered an affiliate. 5. I understand that a"person" as defined in Paragraph 287.133(1)(e), FLORIDA STATUTES, means any natural person or entity organized under the laws of any state of the United States with the Segat power to enter into a binding contract and which bids or apples to bid on contracts for the . provision of goods or services let by a public entity or which otherwise transacts or applies to transact . business with a public entity. The term "person" includes those officers, directors, axecutives, partners, sharehoiders, employees, members, and agents who are active in management of an entity. � 6. Based on information and belief, the statement, which I have marked below, is true in relation to the entity submitting this sworn sta#ement (indicate which statement applies}, � Neither the entity subnnitting this swom statement, nor any of its officers, directors, executives, partners, shareholders, employees, members, or agents who are active in the management of the entity, nor any affi liate of the entity has been charged with and convicted of a public entity crimc subsequent to July 1, 1989. . The entity submitting this sworn statement, or one (1) or more of its officers, directors, executives, partners, shareholders, employees, members, or agents who aze active in the management of the entity, or an affiliate of the entity has been charged with and convicted of a public entity crime subsequent to July I, I989. However, there has been a subsequent proceeding before a Hearing Offcer of the State of Florida, Division of Administrative Hearings and the Final Qrder entered by the Hearing O�cer determined that it was not in the public interest to place the entity submitting this swom statement on the convicted vendor list. (Attach a copy of the final order) I UNDERSTAND THAT THE SUBMISSION OF THIS FORM TO THE CONTRACTTNG OFFICE FOR THE PUBLIC ENTITY IDENTIFIED IN PARAGRAl'H 1 ABOVE IS FOR THAT PUBLIC ENTFTY ONLY AND, THAT THIS FORM IS VALID THROUGH DECEMBER 31 OF THE CALENDAR YEAR IN WHICH IT IS FILED. I ALSO UNDERSTAND THAT I AM REQUIRED TO INFORM THE PUBLIC ENTITY PRIOR TO ENTERING INTO A CONTRA.CT IN EXCESS OF THE THRESHOLD AMONT PROVIDED IN SECTION 287.017, FLORIDA STATUTES, FOR CATEGORY TWO OF ANY CHANGE IN THE iNFORMATION CON'T'AINED IN THIS FORM. Date: Signature STAT'E OF COUN"I'Y OF The foregoing instrument was aclmowledged before me this day of , 2016, by i , as of , on behalf of � � ❑ who is personally lrnown to me, or ❑ who produced as identification, who did take an oath, and who aclrnowledged before me that he executed fhe same freeIy and ' voluntarily for the pucposes therein expressed. (Notary Seal} Signature ° Print Name NOTARY PUBLIC-STATE OF My Commission Expires: Commission No. .. DRUG FREE WORK PLACE CERTIFICATION THIS FORM MUST BE SIGNED AND SWORN TO IN THE PRESENCE OF A NOTARY PUBLIC OR OTHER OFFICAL AUTHORIZED TO ADMINISTER OATHS. « » This sworn statement is submitted to the Town of Jupiter Island {the TOWN ), by: �, (Prini individuals name and tit e) For: {Print name of entity submitting swom statement) Whose business is: and (if applicable) its Federal Employer ldentification Number (FEIN) is .(If the entity has no FEIN, include the sociat security numher of the individual signing this sworn statement: I understand that no person or entity shall be awarded or receive a TOWN contract for public improvements, procurement of goods or services (including professional services) or a TOWN lease, franchise, concession or management agreement, or shall receive a grant of TOWN monies unless such person or entity has submitted a written certification to the TOWN that it will provide a drug free work place by: 1. Providing a written statement to each employee notifying such employee that the unlawful manufacture, distribution, dispensation, possession or use of a controlled substance as defined by §893.02(4), Florida Statutes, as the same may be amended from , time to time, in the person's or entity's work place is prohibited specifying the actions that wifl be taken against employees for violation of such prohibition. Such written statement shall inform employees about; I. The dangers of drug abuse in the work place; , , II, the person s or entity s policy of maintaining a drug fres enyironment at all its work places, including, but not limited to, all locations where eznployees perform any task relating to any portion of such contract, business transaction or gant; III. any available drug counseling, rehabilitation, and employee assistance programs; and �N. the penalties that may be imposed upon employees for drug abuse violations. 2. Requiring the employee to sign a copy of such written statement to acknowledge his or her receipt of same and advise as to the specifics of such policy. Such person or entity shall retain the statements signed by its employees. Such person or entity shall also post, in a prominent place at all of its work places, a written sta.tement of its policy containing the foregoing elements I through IV. 3. Notifying the employee in the statement required by subsection 1 that this is a condition of employment the employee wili: I. Abide by the terms of the statement; and II. Norify the employer of any criminal drug statute convicrion for a violarion occurring in the work pIace no later than fxve (5) days after such a conviction. 4. Notifying the TOWN within ten (10) days after receiving notice under subsection 3 from an employee or otherwise receiving actual notice of such conviction. 5. Imposing appropriate personneI action against such employee up to and including termination; or requiring such employee to satisfactorily participate in a drug abuse assistance or rehabiIitation pr�gram approved for such purposes by a federal„ state, or local health, law enforcement, or other appropriate agency. 6. Making a good faith effort to continue to maintain a drug free work place through irnplementation of sections 1 through S stated above. I UNDERSTAND THAT THE SUBMISSION OF THIS FORM TO THE CONTR.ACTING OFFICER FOR THE TOWN OF JUPITER 1SLAND IS VALID THROUGH DECEMBER 31 OF THE CALENDAR YEAR IN WHICH IT IS FILED. I ALSO UNDERSTAND THAT ANY CONTRACT OR BUSINESS TRANSACTION SHALL PROViDE FOR SUSPENSION OF PAYMENTS, OR TERMINATION, OR BOTH, IF THE CONTRACTING OFFICER OF THE TOWN OF JUPITER ISLAND DETERMINES THAT: 1. Such person or entity has made faise certification; 2. such gerson or entity violates such certification by failing to carry out the requirements of . sections 1, 2, 3, 4, 5 or 6 or 3. such a number of employees of such person or entity have been convicted of violations occurring in the work place as to indicate that such person or entity has failed to make a good faith effort to provide a drug free work place as required by the Town. (Signature) STATE OF COUNTY OF The foregoing instrument was acknowledged before me this day of , 201b, by , as of , on behalf of ❑ who is personally irnown to me, or ❑ who produced as identification, who did take an oath, and who acknowledged before me that he executed the same freely and voluntarily for the parposes therein expressed. (Notary Seal) Signature Print Name NOTARY PUBLIC-STATE OF My Commission Expires: . _- Commission No. � VILLAGE OF TEQUESTA PIGGYBACK CONTRACT FOR COMPUTER SOFTWARE LICENSE AND SERVICES THIS CONTRACT FOR COMPUTER SOFTWARE LICENSE AND SERVICES, hereinafter "Agreement", is entered into and effective this _ day of November 2016, by and between the VILLAGE OF TEQUESTA, a Florida municipal corporation with offices located at 345 Tequesta Drive, Tequesta, FL. 33469-0273, organized and existing in accordance with the laws of the State of Florida, hereinafter "the Village"; and BELLEFEUIL, � SZUR & ASSOCIATES, INC., a foreign corporation with offices located at 14965 Abbey Lane, Bath, MI. 48808, hereinafter "the Contractor" and collectively with the Village, "the Parties". WITNESSETH The Village and the Contractor, in consideration of the mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by the Parties, hereby agree as follows: l. SCOPE OF SERVICES: The Parties hereby agree to enter into this Agreement whereby the Contractor shall provide computer soflware licensing and services for the Village. The Parties agree to enter into this Agreement and piggyback for the services at the prices described in the Contractor's July 30, 2016 software license and services agreement with the Town of Jupiter Island, Florida, awarded through RFP — ERP Soflware 2016. The Jupiter Island RFP — ERP Software 2016 is fully incorporated into tYus Agreement as Exhibit A. The Village of Tequesta soflware license and services agreement, which is based upon and in all material respects identical to, the Contractor's 7uly 30, 2016 software license and services agreement with the Town of 7upiter Island, Florida, is fully incorporated into this Agreement as Exhibit B. 2. COMPENSATION: In consideration for the above Scope of Services, pricing shall be pursuant to the prices provided E�ibit A, as further broken down, clarified and restated in the Contractor's pricing comparison spreadsheet, which is fully incorporated into this Agreement as E}chibit C. Prices shall remain firm for the duration of the Agreement. The Village shall pay the Contractor upon Contractor's completion of, and the Village's acceptance of, the services required herein as specified in Exhibit B. PIGGYBACK CONTRACT FOR COMPUTER SOFTWARE LICENSE AND SERVICES 3. INDEMNIFICATION; INSURANCE: The Contractor shall at all times indemnify, defend and hold harmless the Village, its agents, servants, and employees, from and against any claim, demand or cause of action of whatsoever kind or nature, arising out of any error, omission, negligent act, conduct, or misconduct of the Contractor, its agents, servants, or employees in the performance of services under this Agreement, pursuant to E�chibit B, Paragraphs 27 and 28. The Contractor shall at all times carry insurance as specified in Exhibit B, Paragraphs 35 and 36. 4. PUBLIC ENTITIES CRIMES ACT: As provided in sections 287.132 and 287.133, Florida Statues, by entering into this Agreement or performing any work in furtherance hereof, the Contractor certifies that it, its affiliates, suppliers, subcontractors and consultants who will perforrn hereunder, have not been placed on the convicted vendor list maintained by the State of Florida. Department of Management Services withi.n thirty-six (36) months immediately preceding the date hereof. This notice is required by section 287.133(3)(a), Florida Statutes. 5. TERM; TERIVIINATION: The software licensing provided to the Village shall be perpetual and ongoing unless terminated pursuant to Exhibit B, Paragraph 30. The Agreement may be cancelled due to a force majeure events pursuant to Exhibit B, Paragraph 44. The annual maintenance and support provisions of this Agreement may be terminated pursuant to Exhibit B, Paragraph 20. 6. NOTICE: Notice required by this Agreement shall be considered sufficient when sent by certified mail or hand delivered to the Parties during regular business hours at the following addresses: As to THE VILLAGE As to THE CONTRACTOR Village of Tequesta BSA Software 345 Tequesta Drive 14965 Abbey Lane Tequesta, Florida 33469 Bath, MI 48808 Attn: Finance Director Attn: Contracts Manager 7. INDEPENDENT CONTRACTOR: It is specifically understood that the Contractor is an independent contractor and not an employee of the Village. Both the Village and the Contractor agrees that this Agreement is not a contract for employment and that no relationship of Page 2 of 5 t _ PIGGYBACK CONTRACT FOR COMPUTER SOFTWARE LICENSE AND SERVICES employee—employer or principal—agent is or shall be created hereby, nor shall hereafter exist by reason of the performance of the services herein provided. 8. ATTORNEY'S FEES: In the event a dispute arises concerning this Agreement, the prevailing party shall be awarded attorney's fees, including fees on appeal. 9. CHOICE OF LAW; VENUE: This Agreement shall be governed and construed in accordance with the laws of the State of Florida, and venue shall be in Palm Beach County, or the United Sta.tes District Court in and for the Southern District of Florida should any dispute arise with regard to this Agreement. 10. AMENDMENTS & ASSIGNMENTS: This Agreement, all Exhibits attached hereto, and required insurance certificates constitute the entire Agreement between both Parties; no modifications shall be made to this Agreement unless in writing, agreed to by both Parties, and attached hereto as an addenduxn to this Agreement. The Contractor shall not transfer or assign the services and provision of goods called for in this Agreement without prior written consent of the Village. 11. INSPECTOR GENERAL: 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 contxactors and lobbyists of the Village in order to detect, deter, prevent, and eradicate fraud, waste, mismanagement, misconduct, and abuses. 12. PUBLIC RECORDS: PUBLIC RECORDS. In accordance with Sec. 119.0701, Florida Statutes, the 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, the 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 Page 3 of 5 PIGGYBACK CONTRACT FOR COMPUTER SOFTWARE LICENSE AND SERVICES to attorney's fees' and costs pursuant to Sec. 119.0701, F'lorida Statutes, and other penalties under Sec. 119.10, Florida Statutes. Further, the 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 II � 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, the 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 THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT, PLEASE CONTACT THE VILLAGE CLERK, RECORDS CUSTODIAN FOR THE VILLAGE, AT (561) 768-0685, OR AT lmcwilliamsna,tequesta.org, OR AT 345 TEQUESTA DRIVE, TEQUE5TA, FLORIDA 33469. THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK. IN WITNESS WHEREOF, the Parties hereto have executed this Agreement the date and Page 4 of 5 PIGGYBACK CONTRACT FOR COMPUTER SOFTWARE LICENSE AND SERVICES year first above written. WITNESSES: BELLEFEUIL, SZUR & ASSOCIATES, INC. (BSA SOFTWARE) gy: � Position• (Corporate Seal) VILLAGE OF TEQUESTA ATTEST: Abigail Brennan, Mayor (Seal) Lori McWilliams, MMC Village Clerk Page 5 of 5 Item Tequesta Price Jupiter Island Price Comment I � Software General Ledger $4,510 $4,510 Identical to Jupiter Island Accounts Payable $3,830 $3,830 Identical to Jupiter Island Cash Receipting $3,830 $3,830 Identical to Jupiter Island Purchase Order $3,830 $3,830 Identica) to Jupiter Island , Payroll $4,980 $4,980 Identical to Jupiter Island Timesheets $2,780 $2,780 This ts priced the same as the Jupiter Island contract. It was included as "Optional" on page 17 of Jupiter Island contract. Jupiter Island was not gotng to purchase this in(tially, but may purchase in the future. Miscellaneous Receivables $3,830 $3,830 Identfcal to Jupiter Island Fixed Assets $3,830 $3,830 Identical to Jupiter Island Utility Billing $10,000 $18,600 This is priced based on $2.00 per utility account. The price per account is the same as Jupiter Island, they simply have more accounts. Building Department $5,640 $5,640 Identical to Jupiter Island Field Inspection $3,150 $3,150 This is priced the same as the Jupiter Island contrad. It was included as "Optional" on page 17 of Jupiter Island contract. Jupiter Isfand was not going to purchase this initially, but may purchase in the future. I Business Licensing $3,160 $3,160 This was not included in the contrect with Jupiter Island because they do not need this module. The same pricing was provided in RFP response to Jupiter Island. l AccessMyGov Internet Services $1,500 $1,500 This is priced the same as the Jupiter Island contrect. It was included as "Optional" on page 17 of Jupiter Island contrect. Jupiter Island � was not going to purchase this initially, but may purchase in the future. If needed, I can identify other RFP's where this module is _^, �� � priced at 60% of the Building Department software �� � ,, 5� ub-totalx� ,a, ,�...... . $54 870 . $63 470 _.�_�_...�_..._..�.� ° � ..`._ �.__.�_�._ .� �-.--,�-----^-- � � ..�...�.... �.� ' ' � � ..._.� ,_._..._. ___ �...� , , , , , ,, �; _ . . . ... . ,, , c , , ___._...�,....... _,�_ � s..�.s_...�.:_..,,.._...,�> ......._..,.��_,.�,�.W _...�..�.��.�.�..__.✓_ � �- ...�._,.,.._::._.xw.. � ��e:x,�..�.:n�=W:.a_ : r Data Conversion Generel Ledger $2,400 $2,400 Identical to Jupiter Island Accounu Payable $2,000 $2,OOD Identical to Jupiter Island Cash Receipting $1,800 $1,800 Identical to lupiter Island i Payroll $3,800 $3,800 Identical to Jupiter Island Miscellaneous Receivables $2,000 $2,000 Identicai to Jupiter Island Fixed Assets $1,800 $1,800 Identical to Jupiter Island . I� Utility Billing $6,500 $12,000 This is pcice based on $1.30 per utiliry account, identical Jupiter Island. Building Department (Permits & Inspections) $4,400 $4,400 Identical to Jupiter Island Code Enforcement $3,800 NA This line item represents taking a 2nd source of data (code enforcement hlstory) and merging it Into the main source of data (building department). Jupiter Island had an identical scenario where we took a 2nd source of data (utility billing work orders) and merged those into the main source of data (utility billfng). The work is the same and the price was also the same as noted in the Iine item below from the Juplter Island contract. Utility Billing Notes NA $3,800 See comment above. 8usiness Licensing $3,300 This is the price for stripping out Business Licensing data from Citizen Server and moving it into a new progrem. This is identical to the price for stripping out data from an Access database and moving it (nto the Building Department progrem. The work is the same and the price was also the same as noted fn the line item below from the Jupiter Island contract. �, Convert Access Database NA $3,300 See comment above. Human Resources NA $3,000 This was req by lupiter Island, but not Tequesta _.__,...��., Subtotal:�, '� � , , ... �, : $3180Q $40,300 ' �a r ,,.._... ,.� ,..�..�. �"_' --�r�:-°'�"._ "� . > r �,. ,. ��..�a:..�...�.,.�. , ; �..� .�::`... .< � , , _. . �,. . ..m . . , , , . : e , ;,, w r �_ .�.a..�..N....w_.r. ...<..�.,_r.,..m.L��.+_.�. _.. +__.. ......... « .�.v .._.. L ...�;:�.."+...m,...._.,�....+�.�i..'.:. Custom Import/Export I ' Project Management & Implementation Planning $22,250 $22,250 IdeMfcaf to Jupiter Island � r -.-�--�..,�.. . ...-P,-•---�-�.,.,,.,.,,__ ,�_.�..�.,�.,e�.�.___..� 2 25 � 250 -;�•-,--- , , .�..e---�--- --�-,s,,.�.-----�--_ _._ .�_,__��..�, ',;...,`_�..� Subtofai ' ` �'� t . , . $2 0 . . :$22, ' - _ ' - � �.. _.__ v. I Custom Import/Export I Import Data from County $1,600 $1,600 Identical to Jupiter Island Export Data to Bamboo $1,835 NA This was not required by Jupiter Island, they purchased BS&A HR software. . r-�-�m- e ^..'":- �--�^7+-p` ::5 ..si .-°"�-^^f°-°..-".'-^ �^"'�"»-""°' -";°�ec-- � a ..- n ^ _---,^ ;.�....„.y ^ _.-.�, r .� �, � ��- . .� iSub-total.=� '� . � � 435 , .., ,600 ; ` = �; ...,_.�._�.,_. ,�.,-_.._M , .r .��.._-_. __�._...__�__..�. Tre i n i n g/S et- u p/Tr a v e l Training $38,000 $41,000 Priced at a daily rete of $1,000, same as Jupiter Island I On-sit Set-up $3,000 $2,000 Priced at a daily rete of $1,000, same as Jupiter Island ,.. ,_.�, .�,..� ... .,... _ .�.-- °� °"--�?'"" .< �Sub total ? ° .�..�.s °$41,000 '- � $43,000 '-,-` '.�,_v..--'.��. ,`'-'�' _.._,____..�.«.._ ' e . - a,.... � .�.,_4.�, t= 3 _.._ j _ ` .....____•__••_ �.J. � - ��`� , Training/Set-up/Travel �� Travel $27,360 $27,360 Ide�tical to lupiter Isla ' tSubtotal;; ,�' w ._....��._.____...�$ V�_ . .._.. - .�..�..._ _ - __.,.r... ..�._...,...�- :....�,.�,.._.._.._...,.��...__�,_.,.:� I Total $180,715 $197,980 �