HomeMy WebLinkAboutAgreement_General_11/10/2016 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 10 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:
1. SCOPE OF SERVICES: The Parties hereby agree to enter into this Agreement whereby the
Contractor shall provide computer software 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 Software 2016. The Jupiter Island RFP — ERP
Software 2016 is fully incorporated into this Agreement as Exhibit A. The Village of Tequesta
software license and services agreement, which is based upon and in all material respects
identical to, the Contractor's July 30, 2016 software license and services agreement with the
Town of Jupiter 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 Exhibit A, as further broken down, clarified and restated in the
Contractor's pricing comparison spreadsheet, which is fully incorporated into this Agreement
as Exhibit 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 Exhibit 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
perform hereunder, have not been placed on the convicted vendor list maintained by the State
of Florida Department of Management Services within thirty -six (36) months immediately
preceding the date hereof. This notice is required by section 287.133(3)(a), Florida Statutes.
5. TERM; TERMINATION: 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
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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 States 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 addendum 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 contractors 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
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PIGGYBACK CONTRACT FOR COMPUTER SOFTWARE LICENSE AND SERVICES
to attorney's fees and costs pursuant to Sec. 119.0701, Florida 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
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 n duplicate public records that are exempt or confidential and exempt from
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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 lmewilliamsAtecluesta.org OR AT 345 TEQUESTA DRIVE,
TEQUESTA, FLORIDA 33469.
THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK.
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement the date and
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PIGGYBACK CONTRACT FOR COMPUTER SOFTWARE LICENSE AND SERVICES
year first above written.
WITNESSES: BELLEFEUIL, SZUR & ASSOCIATES, INC. (BSA
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Page 5 of 5
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TOWN'OF JUPITER ISLAND
Advertisement for Request for Proposals
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 2:00pm EST on Friday, January 22, 2096 at the address
below. Sealed packages shall be clearly labeled "RFP — ERP SOFTWARE 2016 ".
Timely delivery is solely and strictly the responsibility of the Vendor. Proposals
received after this date and time will not be considered.
Proposal package is available at www.towngjfupiterisland.com or you can pick up a
package at 2 Bridge Road Hobe Sound, Florida 33455.
Publish Date: December 18, 2015
TOWN OF JUPITER ISLAND
TOWN OF JUPITER ISLAND
REQUEST FOR PROPOSAL
ENTERPRISE RESOURCE PLANNING
(ERP) SOFTWARE
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
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-
TOWN OF JUPITER ISLAND
REQUEST FOR PROPOSAL (RFP)
ERP SOFTWARE
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 the address below.
Sealed packages shall be clearly labeled "RFP — ERP SOFTWARE 2016 ". Timely delivery
is solely and strictly the responsibility of the Vendor. Proposals received after this date and
time will not be considered.
Proposal package is available on the Town of Jupiter Island web site at
www.townofupiterisland.com or you can pick up a package at the address below.
In order to ensure availability, please email your request in advance to
Carlisle a&i.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 RFP in the manner it deems to be in the best
interests of the Town.
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TOWN OF JUPITER ISLAND
REQUEST FOR PROPOSAL
ERP SOFTWARE
PART I — GENERAL
INSTRUCTIONS
The Town of Jupiter Island seeks proposals for ERP Software. Proposals 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 will not be opened. Proposals shall,
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
comply with all of the specifications and instructions in this Request for Proposal ( "RFP ").
The electronic proposals should also include the following files:
RFP ERP Software 2016 - Specifications.xlsx
RFP ERP Software 2016 - Pricing Forms.xlsx
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 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. 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.
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TOWN OF JUPITER ISLAND
1. PURPOSE
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 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 Island 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 set that will allow the Town to continue to leverage this
investment well into the future as the needs of the Town grow and evolve.
2. BACKGROUND OF THE TOWN OF JUPITER ISLAND
The Town of Jupiter Island is a political 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 of the Town that services over 9,000 customers.
Currently, the Town has Fund Balance software and uses the following modules:
1. General Ledger
2. Accounts Payable
3. Accounts Receivable
4. Budget
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.
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TOWN OF JUPITER ISLAND
3. PREPARATION OF SU13AMTAL
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 shall 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 name 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 officer 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 proposer 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 EXAMNATION
The Town has endeavored to provide a description of all 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 requirements 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 all 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 only in writing, by fax, or by e-mail
to the Town Cleric, at the contact information below. Proposers are not entitled 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,
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TOWN OF JUPITER ISLAND
the Town will make reasonable efforts to notify all proposers. However, each proposer 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 @,tii.martin.fl.us
6. VENDOR PRE - PROPOSAL MEETING
A non - mandatory Vendor pre - proposal meeting will be held on Wednesday, January 6, 2016
at 2:00pm ET at:
Town of Jupiter Island
2 Bridge Rd.
Hobe Sound, FL 33455
Teleconferencing will 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 OR WITHDRAWAL OF PROPOSALS
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 by 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 error in
such calculation. Bids or proposals may be modified or withdrawn by written notice
received in the office of the Town Clerk, prior to the time set for opening of bids or
proposals. After the opening, corrections shall 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 nonjudgmental 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 proposal if:
a. The mistake is clearly evident on the face of the document but the
intended correct bid or proposal is not similarly evident; or
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TOWN OF JUPITER ISLAND
b. The person submits evidence that clearly and convincingly demonstrates
that a mistake was made.
8. PUBLIC PRESENTATIONS
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 RESTRICTIONS
In order to control the cost of preparation, submittals shall be limited to the
requirements as described in Part III — Instructions 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 "public 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 proposal 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 communication 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 discussion 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 conviction 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
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TOWN OF JUPITER ISLAND
public building or a public work, may not submit bids on leases of real property to a Public
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 Public Entity
crime applicable to that person or to an affiliate 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, representative or
person acting at the request of such prospective applicant, shall be prohibited from
discussing any matters related in any way to this RFP with any officer, agent, or
employee of the Town, other than the Town Clerk or as may otherwise be directed in this
RFP.
15. CANCELLATION
The Town shall have the right to unilaterally cancel, 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 successful proposer of such occurrence and the contract shall terminate on the
last day of the current fiscal year without penalty or expense to the Town.
17. DISCRETION OF THY, 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 request resubmission or clarification from
any or all applicants. The Town reserves the right to select 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 selection, the
successful applicant shall negotiate an agreement with the Town to carry out the terms of its
proposal.
18. 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, brother 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 interest is disclosed to and approved by the Town commission prior to
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TOWN OF JUPITER ISLAND
such participation.
(b) No Town officer, employee, or agent shall solicit or accept a gratuity, favor or
anything of monetary 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 thereof.
(c) No Town officer, employee or agent that participates, directly 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 will 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 origin, or
disability. Anyone requiring accommodations to access any public meetings required as
part of the RFP or contract 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, national origin, or disability.
21. COMPLIANCE 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 all times observe and comply
with, Federal, State, and Local laws, ordinances, codes, and regulations. No plea of
misunderstanding will be considered on account 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
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TOWN OF JUPITER ISLAND
Town Clerk following 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 shall be made to parties listed on the General Services Administration's
List of Parties Excluded from Federal Procurement or Non- procurement Programs in
accordance with E.O.s 12549 and 12689, "Debarment and Suspension. This list contains
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
certification regarding its exclusion status and that of its principal employees.
25. INSURANCE REQUIREMENTS
Vendor shall obtain and maintain in full force and effect during the entire term of this
agreement a policy of comprehensive general liability insurance, including professional
errors and omissions, with limits of liability of not less than $.l million and workers
disability compensation insurance in compliance with Florida's statutory limits. The Vendor
shall also obtain and maintain in full force and effect during the entire term of this
agreement a policy of automotive liability insurance which includes contractual liability
coverage and coverage for all owned, hired, and non -owned vehicles with limits of $1
million per accident / loss to include bodily injury, property damage. Additionally, the
Vendor shall 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 or nonrenewal of such insurance.
END OF PART I
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TOWN OF JUPITER ISLAND
TOWN OF JUPITER ISLAND
REQUEST FOR PROPOSAL
ERP SOFTWARE
PART II — SCOPE OF SERVICES
SCOPE OF SERVICES
The Town of Jupiter Island (the "Town ") is seeking applications from software companies to
provide the described software 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 system 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 requirements and whose complete product offering provides a robust solution set
that will allow the Town to continue to leverage this investment well into the future as
the needs of the Town grow and evolve.
A. THE TOWN'S CORE ENVIRONMENT
Currently, the Town is seeking the following core modules:
I. General ledger
2. Accounts payable
3. Accounts receivable
4. Payroll with interface to Time Force Timekeeping
5. Cash receipting with barcode scanning of bills
6. Purchasing — requisitions and purchase orders
7. Utility billing (Town will consider best of breed)
8. Fixed assets with interface to a barcode scanner
9. Building 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. Budgeting
4. Code Enforcement
5. Planning and Zoning
6. Business Licenses
7. Parking tickets, fines and ordinance violations
8. Contracts Management
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TOWN OF JUPITER ISLAND
9. Online customer portal
10. Risk Management
11. Master Address
12. Grants Management
Town's Current IT Environment
The Town of Jupiter Island 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 servers are replicated 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 Alcatel Lucent
digital/1P phone system. Spiceworks is used for proactive monitoring of the server
infrastructure.
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 different buildings. The addresses and
locations are available upon request. These PC's vary by manufacturer, aging, specifications,
software, and service pack versions. Windows 7 is the prevalent operating system used on the
workstations. The Town currently uses Spiceworks for our managed care solution and MS
Office 2007 and MS Office 2010 office solutions. The detail describing the PC inventory is
available to all bidding parties per request.
B. PROPOSED SOLUTION
1. Application Software: 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 must 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 marketplace.
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 process. Vendor should
provide an overview of the technical environment recommended to support the
proposed software application solution and identify where conflicts may exist between
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TOWN OF JUPITER 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
level 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 sales 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 implementation phasing of software modules.
d. Your approach towards running parallel systems for a period of time. Address
specifically 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 Management Approach 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 -level work plan for
achieving the successful deployment of your proposed system.
3. Software Installation and Hardware Design/Install Coordination The Vendor is
expected to specify, furnish, deliver, install and support all system software. 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 hardware configurations and coordinate all
Town hardware installation activities within the system software implementation.
Describe your process for hardware design, coordinating hardware purchase and installation
and subsequent process for software installation.
4. Data Conversion The Vendor will be responsible for assisting the Town in
converting its electronic data and for extracting the existing data from the Town's current
systems in such a manner as to not require any manual data conversion (i.e. hand keying).
Historical data contained within the current system as well as ongoing data will 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.
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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 prefonmatted for the Town's use. These reports should be
ones commonly used by any user and would include operational and financial reports.
The software must also provide for the design and development of user - defined reports
specific to the Town's needs. When a needed preformatted report does not exist, it is
anticipated the Vendor will provide specialized knowledge and information to the Town
staff for the development of needed reports, via technical training on the tools used for
report development, database schema and architecture, etc.
Provide information on 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 generally would need to be
entered only once into the system. The Town's current software provides for stand -alone
modules to integrate to the financial general ledger 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 "?
c. Identify potential issues for integrating with specific technologies that are used
within the Town.
d. Identify any local customized integration that have been developed and if you
provide tools or assistance to easily incorporate customizations into new
version /releases of your software.
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 development 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? If so, by what means?
b. What security measures are included for internal and external users?
c. What security measures are included for sensitive modules like payroll, cash
receipting, etc.?
d. What security measures are included for users accessing the software remotely?
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TOWN OF JUPITER ISLAND
e. Can application access be restricted to specific users? Within each module?
f. Can the system generate audit trail history in all modules? If so, to what detail.
8. Training All end -user and technical training will be performed on -site through
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 software system. Key employees designated by the
Town, will receive in -depth training to enable them to be "experts" and provide training
/assistance to current and future employees. Technical Implementation training will include
training for Town IT staff on the technologies required to support the new ERP system.
The Vendor should provide an overall description of their training method, 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 amount of training to be provided for technical, end -user
and administrative levels.
9. Testing The Vendor should describe their recommended 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 related to such testing:
a. System Testing
b. Integration Testing
c. Stress/Performance Testing
d. User Acceptance Testing
10. System Documentation and Manuals The Vendor is expected to provide user
manuals and online 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 Please describe the services you provide around disaster
recovery and system failure, if any, as part of your proposed solution. Is there a
provision for automatic file recovery?
12. Knowledge 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 of supporting and maintaining the application in the most proficient manner once
the Vendor implementation engagement is complete.
D. ONGOING SUPPORT SERVICES
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TOWN OF JUPITER ISLAND
1. Please specify the nature and conditions of any post - implementation support
options including:
a. Onsite support (e.g. system tuning, application configuration, interface issues,
report development, network optimization, user training and tips 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 works 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 capabilities, provide improved access to data, and
streamline overall operations.
Identified in the attached Excel 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 efficiently in the proposed
computer environment while providing a high level of flexibility in meeting the Town's current
and future data needs. Vendors must replace cells A1:G1 in the first module (General and
Technical Requirements) with the vendor's Company Name which will be repeated and
printed for each subsequent module.
The Priority column includes one of the following entries to indicate the importance of the
specification/report to the Town:
"H" — High: This would be a feature that the Town already has and uses in its
current software, is available and/or tracked in a shadow system (i.e.,
spreadsheet, document, external database, etc.), or is a feature that the
Town does not currently have but feels would be an essential
component of the news stem.
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 component.
"L" — Low: This would be a feature that, while of interest, is not applicable at this
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TOWN OF JUPITER ISLAND
time or something that could be a future deployment.
Each vendor should review the specifications and reports listed in each subsection and respond
as to their availability within the vendor's software 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 configurable area that includes, but is not limited to, user - defined
fields, delivered or configurable workflows, alerts or notifications, standard
importlexport, table driven setups and standard reports with no changes. These
configuration areas will not be affected by a future upgrade. The proposed services
include implementation and training on this functionality, unless specifically
excluded in the Statement of Work, as part of the deployment 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 from the primary software Vendor). The
pricing of all third party products that provide this functionality MUST be included
in the cost proposal.
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 pact on future upgradabilit .
F Functionality is provided through a future general availability (GA) release that is
scheduled to occur within 1 year of the proposal response.
N Functionality is not provided
Use the Cost column for "M" or "F" responses to estimate the cost to be incurred by the Town
to secure the specification/report. Use the Comment column 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 D10:G10 in the form which currently read "Replace
this text with the primary product names) 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 complete a General and Technical module
specification response for each product.
Additional modules:
It is not necessary for the software to provide any services listed in this section; however, it
will be beneficial in the evaluation process.
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TOWN OF JUPITER ISLAND
If the Town finds any of the Future Services cost effective, and completes implementation of
any service within one year of the purchase, it is expected the price provided will hold for 12
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 violations
8. Contracts Management
9. Online customer portal
10. Risk Management
11. Master Address
12. Grants Management
F. RESPONSE TO TECHNICAL REQUIREMENTS
1. Software Updates and Distribution It is anticipated that all system updates and
release patches will be downloadable from the Vendor's web site. Provide information on
how server and client side software 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 distributed to your clients. Describe the process for
managing local customizations. Describe any configuration management system that is
incorporated with the Vendor solution.
2. Proposed Hardware, Storage Environment and System Performance Describe the
proposed computer hardware and storage environment to support the system. In 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 system 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,
test/training server, firewall(s), web server(s), web browser, minimum workstation
requirements, remote access, wireless connectivity network connectivity to LANs and
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TOWN OF JUPITER ISLAND
WAN, etc.
System response time must not impede the ability for departmental staff to 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 following performance areas:
a. Guarantees on system performance
b. Studiesibenchmarks on system failure frequency, duration and impact and root -
cause analysis
c. Problem avoidance techniques
d. Evidence of system scalabilityto 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 technologies.
G. CLIENT REFERENCES
The vendor must provide at least five references from clients that are similar 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 software conversion and
operations. Each of the references listed must include the following information:
Organization:
Address:
Contact Name:
Telephone:
Email address:
Previous Software:
Services Installed:
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TOWN OF JUPITER ISLAND
H. COST PROPOSAL
Costs for the Vendor's proposed solution should be submitted on the proposal pricing forms
x I pricing spreadsheet. Pricin forms should remain
provided in the associated Microsoft E ce g
p p g
in the original Excel format.
1. 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 shall provide price information for each separate component of the proposed
j 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 the event the product or service is not being included in the Vendor proposal, the item
should be noted as "No Bid ".
6. Vendors shall provide all pricing alternatives in these cost sheets.
7. Vendor shall provide prices in U.S. dollars.
8. Vendor shall make clear the rationale and basis of calculation for all 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 should 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 disqualification of the entire proposal.
In presenting software license 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, concurrent 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" or "client," as applicable; and,
5. Make clear the extent of any implementation services that are included in the license fees
(installation, configuration, training, etc.)
To the extent possible, Vendors shall 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
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TOWN OF SUPITER ISLAND
well as to obtain independent financing.
I. CONTRACT TERMS AND CONDITIONS
The contractual terms and conditions will be fully negotiated after a vendor is selected by The
Town of Jupiter Island, Florida (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 refers to supplemental documents that Client 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
explicitly 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 considered
acceptance of all of the terms and conditions as presented in this RFP.
1. Scope of Agreement
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 Software and Services (the "Solution "), subject to the terms and conditions
stated in this Agreement including all Exhibits. Payment for such services shall be per
Exhibit < # #> and shall not exceed the total amount 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 Exhibit < # # >. 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 documentation describing
the functionality and operation of the Software in Client's environment and technical
documentation describing the technical support procedures to assist with the on -going
support of the Software ( "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 Software will be updated to reflect any Customizations
contracted by CIient with Vendor. Client shall have the right to make as many additional
copies of the Documentation for its own use as it may determine.
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TOWN OF JUPITER ISLAND
3. Incorporation by Reference
The Vendor shall supply Software 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 between this
Agreement and the information presented in the Contract Documents, that all terms,
conditions 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,
representations, and communications, whether oral or in writing, between the parties on this
subject.
5. Applicable and Governing Law aw Clause
The Agreement shall be subject to all laws of the Federal Government of the 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 actions 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 contracts not submitted as part of the proposal and
subsequently presented for inclusion may be rejected. Client reserves the right to accept or
reject in whole or in part any form contract 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 contracts /agreements and prices /fees with
the Vendor, if doing so is deemed in the best interest of the Client.
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TOWN OF JUPITER ISLAND
8. Grant of License
Vendor hereby grants to Client a nonexclusive, nontransferable, perpetual Iicense to use the
Software described in Exhibit <##> solely 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 Software
Client shall not copy Software 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 Recovery Testing
There will be no additional software license cost to process at another site in the event of a
disaster that shuts down Client's primary location or for testing at the disaster recovery site.
12. Term and Termination 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. Should the defaulting party fail to remedy the same within said period, the other party
shall 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 (30) 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 (30)
days, the 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 (30) days' notice in
writing of such termination.
13. Warranty
A. Vendor represents and warrants that it has the right to grant the licenses set forth under
this Agreement. Vendor further represents and warrants that it has good and marketable title
to the Software sold hereunder free and clear from all liens, encumbrances, and claims of
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TOWN OF JUPITER ISLAND
infringement of patent, copyright, trade secret or other proprietary rights of third parties.
Vendor further represents and warrants that neither the Software in the form delivered 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 challenging Client's
right to use the Software, Vendor shall defend and indemnify Client and hold it harmless for
any and all 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 thereof.
Provided, however, that Vendor shall have the sole and exclusive right to select and retain
counsel for Client in connection with 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 shall, 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 Agreement will perform in accordance with all Documentation, Contract
Documents, Vendor marketing literature, and any other communications attached to or
referenced in this Agreement.
D. Vendor represents and warrants that the Software 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 Software is intended, (ii) provided detailed descriptions and criteria of how the
Software can be defined to accomplish particular purpose, and (iii) defined the exact
procedures and techniques to be employed in testing whether the Software 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 Agreement is
in force, has (1) reason and opportunity to know the particular purpose for which the
Software 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 Software products provided under this
Agreement are compatible with and certified for use and operation in Client'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 Warranty
The Vendor warrants that all Software for which the Vendor either sells or licenses to the
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TOWN OF JUPITER ISLAND
Client and used by the Client after the calendar year 2000, includes or shall include, at no
added cost to Client, design and performance so Client shall not experience Software
abnormality and /or generation of incorrect results from the Software, 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 century; 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 all processing actions that use or produce date
values) that accommodates same century and multi - century formulas and date values;
interfaces that 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 accurately 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 Warranty
Client may continue the Warranty 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 shall remain in effect, in perpetuity, as long as payments for Annual Maintenance and
Support Fees are kept current.
16. Disclaimers and Limitations of Remedies
A. Except as specifically stated in the Warranty section of this Agreement, the Software is
Licensed "as is" without warranty of any kind, other than expressed or implied herein. In no
event shall 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 Software 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 Escalation Procedures clause herein, that may
arise relating to this Agreement, all disputes arising from this Agreement shall be resolved
through the courts 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. Rules 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 list compiled by the parties'
respective legal counsels. Every person named on the list of potential arbitrators must be a
neutral and impartial lawyer who has at Ieast ten years specializing in the field of general
commercial litigation and is knowledgeable about software. The arbitrator shall base its
award on applicable law and judicial precedent and unless both parties agree, otherwise shall
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include in such award the finding of fact and conclusions of law upon which the award is
based. Judgment on the award rendered by the arbitrator may be entered in any court having
jurisdiction thereof.
17. Intellectual Property
All information, data, programs, publications and media created specifically for and paid for
by the Client or as a result of 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 shall. 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 from 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 destruction of tangible
property including loss of use resulting there from, but only if caused in whole or in part by a
negligent act or omission of the Vendor, a subcontractor, the construction manager, anyone
directly or indirectly employed 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
party indemnified hereunder. Vendor shall not be obligated to hold harmless, indemnify, or
defend the Client or its agents, employees, officers, or successors if any claim, cause of
action, damage, loss or expense arises 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 enforcement of its rights under
the paragraph above between the time by which Vendor should have assumed the Client
defense and the time when Vendor assumes the Client's defense shall be reimbursed by
Vendor. Any legal cost or expense, including attorney's fees, incurred by the Client in the
successful prosecution of any litigation or arbitration seeking 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 parties,
including the Client.
19. Patents. Copyrights, and Proprietary Rights Indemnification
The Vendor, at its own expense, shall completely and entirely defend the Client from any
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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, and /or data developed in connection with the Services and
Software (together the Solution) described in this Agreement. The Client will provide the
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 all
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.
I
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 following:
A. Purchase for the Client the rights to continue using the contested Software product(s) or
portions 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
opinion, 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 Client receives good 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 shall be
used to secure replacement equipment for the Client.
The Client, at its option, may require the Vendor to provide certificates describing, to the
satisfaction of the Client, evidence of proper (as required by the state of Florida) workers
compensation and liability insurance for all Vendor staff and representatives involved in the
provision of Services by Vendor. The Client shall be named as a primary additional insured
without any contribution from any insurance or self - insurance of Client, unless prohibited by
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Florida Statutes.
The Vendor agrees to hold harmless and defend the Client and its agents, officials and
employees from any liability, claim, or injury related to or caused by fault or negligence of
Vendor employees or subcontractors. In order to demonstrate this responsibility, the Vendor
shall furnish the Client with evidence of valid commercial general liability insurance
coverage in the amount of one million dollars ($1,000,000) for each occurrence for personal
injury (including death or dismemberment) and property damage related to or resulting from
shipping, installation, operation, or removal of the proposed automated system. The
insurance policy shall make clear this coverage of the Client installation. The Client shall be
named as a primary additional insured without any contribution from any insurance or self -
insurance of Client, unless prohibited by Florida Statutes. The insurance policy shall be
initiated prior to the installation of the system and maintained until Final Acceptance of the
system by the Client according to the prescribed procedures. The Vendor shall 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. Insurance Coverage
As a condition of performing work for the Client, Vendor must provide satisfactory evidence
of insurance coverage as follows:
A. Commercial general liability of at least $1,000,000;
B. A minimum umbrella policy of $3,000,000;
C. Professional Liability or Errors and Omissions 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 Liability 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 all certificates of insurance to the
satisfaction of the Client as to coverage and content and shall maintain such coverages 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 equivalent form and must indicate:
A. That Commercial General Liability insurance policy includes coverage for item
specified in 10.A above.
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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 cancellation
to the certificate holder and other words "endeavor to" and "but failure to mail such notice
shall impose 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 certified,
Insurance Options
General Liability limits may be attained by individual policies or by a combination of
underlying policies with umbrella and/or excess liability policies.
Notify Your Insurance Agent
Vendor may prevent unnecessary follow up resulting from incomplete insurance certificates,
by sending or faxing a copy of these insurance requirements to Vendor's agent when
requesting an insurance certificate.
22. Limitation of Liability
A. Limitations If Client should become entitled to claim 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 Client (in the
aggregate for all claims made) for more than:
i. Two (2) times the Value of the Agreement to the extent the 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 whole up until
Client's Conditional Acceptance or Final Acceptance of the Solution, as the case may be; or,
ii. Following Final Acceptance of the Solution, one (1) times the Value of the Agreement
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 Agreement" shall mean the one -time charges
hereunder for Services and Software 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 Software in production following successful User Acceptance Testing,
and (c) at no point will clause (i) and (ii) be cumulative; two (2) times the Value of the
Agreement 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 creation, manufacture or distribution of any software, services or other
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materials provided by Vendor under the Agreement be liable for: (i) any damages arising out
of or related to the failure 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 set 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 limitations will not be read so as to limit any
liability o an extent that would not be permitted under applicable law.
Y P PP
23. Unlimited Liability for Software Vendor Infringement
The Vendor will reimburse Client for all costs related to infringement (not "finally
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
Information Act ( "FOIA ") and Florida Public Records Law requests. Vendor shall comply
with the FOIA in all respects and shall not restrict or otherwise inhibit Client from
complying.
25. Confidentiality
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
party agrees that it will 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 shall 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 from 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 Confidentiality
Title and full rights to the Software licensed under this agreement, including, without
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Iimitation, all intellectual property rights therein and thereto, and any copies Client make,
remain with Vendor. It is agreed the Software is the proprietary, confidential, trade secret
property of Vendor, whether or not any portions thereof are or may be copyrighted, and
Client shall take all reasonable steps necessary to protect the confidential nature of the
Software, as Client would take to protect its own confidential information. Client further
agrees that Client shall not make any disclosure of any or all such Software (including
methods or concepts utilized therein) 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 made that such disclosure is made in
confidence and shall be kept in confidence by them. The obligations imposed by this section
upon Client, its employees, agents, and subcontractors, shall survive and continue after any
termination of rights under this Agreement. It shall not be a breach of this agreement if
Client is required to disclose or make the 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 administrative agency or court of competent
jurisdiction to be produced.
27. Identification of Parties to the Agreement 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
covenant 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 Clause
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. Actually received, or
2. Upon receipt by sender of a certified mail, 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 to 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
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the intended receiving party. The addresses of the parties to this Agreement are as follows:
Vendor Client
< Contact Title> <Contact Title>
<Address> <Address>
29. Agreement 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 - material 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 all parties to the Agreement to be of a major or complex
nature, 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 delaying or failing to exercise the 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 subsequent 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 Damages in
the event such a delay is caused by Vendor resulting in a delay of the Go Live date as defined
in Project Schedule.
31. Changes _ in 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, shall extend beyond and survive the end of the contract term or cancellation
of this Agreement.
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33. Risk During _Software Installation
Delivery of the Software 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
Software shall be installed and placed into good working order liy representatives of the
Vendor. During the time period where the Software is in transit and until the Software is
fully installed 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 Software.
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 from the Client for activities or duties to take place at the Client site. In using
subcontractors, the Vendor agrees to be responsible for all of their acts and omissions to the
same extent as if the subcontractors were employees of the Vendor.
35. Control of Sub - Contractor, Project Team and Project Manager Designation
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- officio 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 unacceptable,
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 Regulation
Should any local, state, or national regulatory 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 actually necessary under
the law. In such event, this Agreement shall remain in effect, unless the effect of the order is
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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) or 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 shall be absolved of all penalties and financial assessments related
to cancellation of the Agreement.
The Client shall not be charged for such compliance beyond the cost of the annual
maintenance and support fees. The Client shall also not be charged for analysis,
investigation, design, programming, conversion, or implementation of such compliance
beyond the cost of the annual maintenance and support fees.
37. Assignments
Client and the Vendor each binds themselves, their partners, successors, and other legal
representatives to all covenants, agreements, and obligations contained in this Agreement.
This Agreement or any part thereof shall not be assigned or subcontracted by Vendor without
the prior written permission of the Client; any attempt to do so without said prior permission
shall 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 to 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 through 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 of 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 of reference.
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40. Password Security
The Vendor warrants that no back door P assword or other method of remote access into the
Software code exists. The Vendor agrees that any and all access to any Software code
residing on the Client's client/server must be granted by the Client to the Vendor, at the
Client's sole discretion.
41. Project Schedule and Acceptance
Vendor will develop a detailed project schedule that details both Vendor and Client's
responsibilities, timeline for project activities, phases, milestones, and deliverables ("Project
Schedule ") in connection with Vendor's performance of the Services. The Project Schedule
should be in sufficient detail to specify the deliverables, conversion, training, testing,
acceptance, configuration, modification, integration, and live operation activities. Both
Vendor and Client agree that a mutually agreeable Project Schedule will 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 will 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
provide a written Change Order describing the work to be performed and estimating the costs
for CIient approval before any work is initiated by Vendor. Vendor will not exceed the costs
set forth in the mutually agreed to Change Orders without justification, in writing, that is
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. All Customizations shall be subject to
Acceptance Testing before payment is released by the Client. Acceptance of the
Customizations resulting from each Change Order shall be per the Acceptance Testing clause
herein.
43. Acceptance Testing
For purposes of acceptance of the Solution (or portions thereof), the parties intend to use the
following staged acceptance procedure. All timeframes specified in the following procedures
may be overridden by the Project Schedule.
A. Written Deliverable Vendor may submit interim drafts (stamped, noted or otherwise
clearly marked "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 marked "Final Draft') of the written deliverable (the "Acceptance
Period "). Client agrees to notify Vendor in writing by the end of the Acceptance Period
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either stating that the written deliverable is accepted in the form delivered by Vendor or
describing in reasonable detail any substantive deficiencies 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 deemed to 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 withhold, delay or condition its
approval of a final 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 Software combined with related Services delivered by
Vendor ( "Software Deliverable ") performs 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 Software Documentation the Contract 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 Software Deliverable (the
"Acceptance Tests" or "Acceptance Testing ").
1. The "Acceptance Test Period" for each Software Deliverable will be thirty (30)
business days unless an alternate time 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 mutually agreed upon by
Vendor and Client per the Project Schedule, after the Software Deliverable is installed at
Client's designated site and Vendor has successfully completed Vendor's installation test and
notified Client that the Software 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 platform and environment.
2. If Client determines 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 Software Deliverable 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 Software Deliverable promptly after receiving the modifications from Vendor.
In such a case, Vendor and Client will mutually agree upon an updated Acceptance Test
Period.
3. By the end of the Acceptance Testing Period Client will provide Vendor with a final
written list reporting any outstanding Defects (the "Punch List "). Client will then have ten
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(10) business days after the receipt of the modifications to re -test the modified Software
Deliverable to confirm that the Defects that were reported on the Punch List have been
removed. If any Defects that were reported on the Punch List have not been removed, Client
will provide Vendor with written notification by the end of the retesting period reporting any
such Defects. In such event, the procedures set forth 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 identified in the Project
Schedule using the process defined 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 Phase; Conditional Acceptance after the final Phase
constitutes Conditional Acceptance of the entire Solution. Unless the Project Schedule
determines otherwise, the Acceptance Test Period for User Acceptance Testing will be thirty
(3 0) 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 of all Services by Vendor, and completion of
the Phases and /or the Software previously tested and meeting Conditional Acceptance. If
after sixty (60) calendar days the Solution performs 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 Software. The Final Acceptance process will resume on
the date the Defect is confirmed as fixed and will continue for the remainder of the Sixty (60)
day time frame. There will be a Final Acceptance for each Phase; Final Acceptance after the
final Phase constitutes Final Acceptance of the entire Solution.
44. Professional Services Warranty
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 all 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 of the Client's officers. The Client
may, at any time, require the removal and replacement of any of Vendor's employees for
good cause.
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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 loss to persons or property located 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 equipment; on Vendor's
failure to do so, the Client may repair such damage and Vendor shall reimburse the Client
promptly for the cost of repair.
D. Vendor agrees that, 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 perform 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 of the Client. The Client shall also extend parking
privileges to properly identified members of Vendor's full -time staff on the same basis as
they are extended to the Client's staff.
G. The Client shall have no responsibility for the loss, theft, mysterious disappearance of,
or damage to equipment, tools, materials, supplies, and other personal property of Vendor or
its employees or subcontractors.
45. Ineffective Training
Vendor will submit to Client an agenda in advance of any training sessions to be covered
with the key materials provided during the course of the training. Further, Vendor will
provide to Client details associated with the layout of the training facility, computer
requirements, as well as all 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 reasonably possible. If 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 all
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
i responsibilities under this fulfillment of is esponsibiLt s u Agreement.
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TOWN OF JUPITER 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 Agreement or in a manner consistent with commonly
accepted business practices, then the Client shall have the right to, in the sequence shown: (a)
formally notify 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 Arbitration Association or at Client's sole option, commencing suit in
the <Court Location> <Court Name>, the venue of which is agreed to by Vendor, (f) invoke
the Termination clause herein.
48. Force Majeure Clause
Timely performance is essential to the successful initial implementation 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 unless:
A. Within three (3) calendar days of the 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 majeure events.
B. Within seven (7) calendar days after the cessation of the force majeure event, the party
whose performance was delayed shall provide the other party written notice 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 force majeure extend beyond one hundred-
twenty (120) days from the scheduled delivery or completion date of a task, unless by prior
[to the end of the 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.
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TOWN OF JUPITER ISLAND
51. Right 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 scheduled date of the task. If a cancellation due to a force
majeure occurs before title passes to the Client, the Vendor may 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 system shall remain with the Client and the
Vendor shall be entitled to any such payments as have accrued according to the payment
schedule.
52. Liquidated Damages
Failure on the part of the Vendor to complete critical project milestones as established in the
Project Schedule 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 Software and Services hereunder are firm for the term of the
Agreement. The Client shall pay Vendor 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 Software components ("Modules ") and related Services. The Modules subject to
this price protection are included in Exhibit
54. Change Orders
The Project Managers appointed pursuant to this Agreement will meet periodically to review
the Project Schedule. Changes to the scope of the 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 prior 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 Software, Services, Customizations, etc. Each Change Order shall be reviewed and
approved by Client, and shall be subject to the requirements in the section.
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TOWN OF JUPITER ISLAND
55. Payment Terms
It is expected that certain payments will be made to Vendor by Client upon delivery of the
Software with additional payments made for Software and Services based on specific project
milestones as defined in the Project Schedule.
Vendor shall invoice Client for the Total Amount on Exhibits < # #> and < # #> according to
the following payment schedules:
Software
M 20% Due upon Contract Execution
■ 20% Due upon initial Software installation
■ 40% Due in installments based upon Conditional Acceptance of each Software module
= 20% Due upon Final Acceptance
Services
• 80% Due in installments based on Conditional Acceptance of Milestones as defined in
the Statement of Work
■ 20% Due upon Final Acceptance
Customizations
■ 40% Due as incurred upon completion of design
■ 40% Due upon Conditional Acceptance of Modification
■ 20% Due upon Final Acceptance
Vendor shall submit to the Client an invoice in a form agreeable to the Client. The invoice
shall be accompanied by such supporting documentation as required by the Client.
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 Expense Reimbursement
All 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. Funding Out
This Agreement shall terminate at such time, if any, that the <Governing Board> fails to
appropriate sufficient sums in the budget year for which the Agreement applies to pay the
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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 Client, or other person or entity concerning the
obtaining of this Agreement. In addition, Vendor agrees that a duly authorized Vendor
representative will sign a non - collusion affidavit, in a form acceptable to Client that Vendor
has not received from Client any incentive or special payments, or considerations not related
to the provision of the Software and Services described in this Agreement.
60. Conflict of Interest
The Vendor shall not employ as a director, officer, employee, agent, or subcontractor any
elected or appointed official of the Client or any member of his /her immediate family.
61. Maintenance and Support Services
For as long as Client pays the maintenance and support fees delineated 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 rovide maintenance for the Software necessary to insure its operation in
P �'y P
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 enhancements 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 contract 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 herein 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 (CPI) for the Southeast region or three (3)
whichever is less, for as long as annual support fees are paid and the license agreement
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.
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TOWN OF JUPITER ISLAND
63. Resolution and Response Time Warranty
Vendor warrants that all Resolution 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 — Software is down /undiagnosed
but feared critical; situation may require a restore and Software use is suspended until a
diagnosis is given.
1. Response to first call time limit — 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 programmers will not be
available at that time.
4. Penalty for not adhering to time limits - 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 — Software 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 defined as: Non - Critical Issue — resolution period to be
mutually agreed upon.
10. Response to first call time limit — within twelve (12) business hours.
11. Resolution time limit— Vendor shall use its best efforts to resolve within five (5)
business days.
12. Penalty for not adhering to time limits - Client shall receive a three percent (3 %)
credit against the quarterly Support fees, per incident.
64. Termination of Annual Maintenance and Support
Client may cancel maintenance upon ninety (90) day notification to the Vendor.
Maintenance may be reinstated 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 forced to move to a new license model
and no upgrade fees for licenses already purchased shall be charged by Vendor.
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TOWN OF JUPITER ISLAND
The Vendor shall give the Client at least nine (9) months' notice before unilaterally canceling
maintenance. In addition, the Vendor shall continue to support the software /product as long
as it is supporting such Software for other customers of Vendor.
65. Source Code Escrow
Vendor shall place Source Code for the Software modules licensed 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 current with
the releases and versions of the Software in live use at the Client. The Source Code shall
revert to Client for Client's use if Vendor files for bankruptcy or protection from creditors in
a court of law. Client shall then have full rights to use source code for any purposes other
than resale.
Vendor will provide 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 Software being licensed. The
same applies if the 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 be no
additional fees due, even if additional licenses are deployed.
66. Video and Audio Recording
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 teleconference. Use of such recordings shall be strictly
for Client staff training purposes.
67. Federally Mandated Changes
Vendor shall supply Client with all 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/Up rgrades
Client shall be entitled to future releases and upgrades, whether of a "minor" or major"
nature, of Vendor Software for no additional cost beyond the annual maintenance and
support fees delineated in Exhibit < # # >.
69. Solution Lon eg yity
The Vendor certifies that the Software will remain available and fully supported by Vendor
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TOWN OF JUPITER ISLAND
for a minimum of fifteen (15) years from the date the Agreement is signed and that any
material changes to Vendor's company or products will not affect the Cl'ient's
implementation, maintenance or support of the Software as long as Client pays the annual
maintenance and support fees.
70. Successor Software Products
In the event Vendor makes available successor software products with substantially similar
functionality as the Software which may be based on a new technical architecture
( "Successor Products ") within fifteen (15) years of contract signing, Client may transfer the
license for the Software to the Successor Products for no additional 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
lacement
The Client maintains the rights to the Software functionality that is licensed herein, even if
that functionality later gets renamed or rebundled by Vendor.
72. Right to Outsource
Software licensed to Client may be used by a third -party vendor hired by Client 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 shall honor all of the
terms of the existing contract for ten (10) years or until the end of the present Agreement
term, whichever is longer.
74. Equal Opportunity Employment/Nondiscrimination Policy
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 Federal, 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 limited to, the following:
1. The Elliott- 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 Federal Rehabilitation Act of 1973, PL 93 -112, 87 Stat 355, as
amended, and rules adopted thereunder.
4. The Americans with Disabilities Act of 1990, PL 161 -336, 104 Stat 327 (42 USCA
§ 12101 et seq.), as amended, and regulations promulgated thereunder.
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TOWN OF JUPITER ISLAND
Vendor shall, as a condition of providing Software and Services, as required by law and/or
the Client's Equal Opportunity Employment/Nondiscrimination Policy, not discriminate
against persons to be served or an employee or applicant for employment with respect to hire,
tenure, terms, conditions, or privileges of employment, 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 individual'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 statutes, ordinances, rules /regulations, or policies, Vendor shall be barred
from providing goods and services to the Client for five (S) years from the date that a
determination of the violation has been made in accordance with applicable statutes,
ordinances, rules /regulations, or policies or from the date that such determination becomes
known, unless a specific exemption is granted by the Client's governing body.
Any violation of Federal, State, or Local equal opportunity statutes, ordinances,
rules /regulations, or policies during the course of time during which Vendor is providing
Software or Services to the Client 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 Agreement, 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 violation of a Federal or State law against an
employee for filing a claim of violation of Federal, State, or Local equal opportunity statutes,
ordinances, rules /regulations, or policies shall be ineligible to provide any goods or services
to the Client for a period of five (5) years from the date of such finding.
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TOWN 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 Comply Exception Not Com 1
1. Scope of Agreement
2. Documentation
3. Incorporation by
Reference
4. Entire Agreement Clause
5. Applicable and
Governing Law Clause
6. Wording Conflicts
7. Standard Forms and
Contracts
8. Grant of License
9. Use of Licenses by
Personnel Who Are Not
Employees
10. Replication of Software
11. Disaster Recovery &
Disaster Recovery
Testing
12. Term and Termination
Clause
13. Warran
14. Year 2000 Warranty
15. Continuity 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 Liabili
23. Unlimited Liability for
Software Vendor
Infringement
24. Freedom of Information
Act and Florida Public
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TOWN OF JUPITER ISLAND
# Title Comply 1 Exception Not Compl
Records Law
25. Confidentialit
26. Title and Confidentialit
27. Identification of Parties
to the Agreement Clause
28, Notices Clause
29. Agreement Extension and
Modification Clause
30. Contract Extension
31. Changes in Agreement
32. Survival Clause
33. Risk During Software
Installation
34. Subcontractors
35. Control of Sub -
Contractor, Project Team
and Project Manager
Designation
36. Effect of Regulation
37. Assignments
38. Vendor as Independent
Contractor
39. Advertisement
40. Password Securit
41. Project Schedule and
Acceptance.
42. Programming Services
43. Acceptance Testing
44. Professional Services
Warranty
45. Ineffective Trainin
46. Subcontracts
47. Non - Performance
Escalation Procedures
48. Force Majeure Clause
49. Force Majeure Requisites
50. 120 Day Maximum
51. Right of Cancellation
52. Liquidated Damages
53. Pricin
54. 1 Change Orders
55. Payment Terms
56. Right to Withhold
Payment
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TOWN OF JUPITER ISLAND
# Title Comply Except on Not Compl
57. Travel Expense
Reimbursement
58. Funding Out
59. Non - Collusion
60. Conflict of Interest
61. Maintenance and Support
Services
62. Annual Maintenance and
Support Fees
63. Resolution and Response
Time Warran
64. Termination of Annual
Maintenance and. Support
65. Source Code Escrow
66. Video and Audio
Recording
67. Federally Mandated
Changes
68. Future
Releases/Upgrades
69. Solution Longevity
70. Successor Software
Products
71. Functionality
Replacement
72. Right to Outsource
73. Vendor Merger or
Acquisition
74. Equal Opportunity
Emp loym ent/Nondiscrim
ination Policy
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TOWN OF JUPITER ISLAND
CONTRACT TERMS AND CONDITIONS — EXCEPTION EXPLANATIONS
For all items marked as "Exception" in the Contract Terms and Conditions
Compliance Checklist, a Vendor must fully explain the exception on the Exception
Explanations form below.
Title Exptaitation of Exception
END OF PART II
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TOWN OF JUPITER ISLAND
TOWN OF JUPITER ISLAND
REQUEST FOR PROPOSAL
ERP SOFTWARE
PART III — INSTRUCTIONS FOR
PREPARING PROPOSALS
1. RULES FOR PROPOSALS
The proposal must name all 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
Proposals 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 will not be opened. Proposals shall,
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
comply with all of the specifications and instructions in this Request for Proposal ( "RFP ").
The electronic proposals should also include the following files:
RFP ERP Software 2016 - Specifications.xlsx
RFP ERP Software 2016 - Pricing Forms.xlsx
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 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.
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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 IV Evaluation of Proposals and provides the
following information:
A. Executive Summary 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. Company Background Vendors must provide information about their company so
that the Town can evaluate the vendor's stability 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 plans, size, and organization charts.
b. The products 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, vendor relationship with that firm
and the specific services and/or products that the Subcontractor will be providing
on the project. A complete list of Subcontractors is required. The Town has the
right to approve all Subcontractors on the vendor at any time.
C. Functionality:
a. The vendor is required to provide information of the proposed 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 all -
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 proposal, will accept
this stipulation without recourse.
c. Response to Software 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 Requirements This section should include, at a
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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 least 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. Ongoing 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 maintenance
agreements must be provided in this part of the vendor's response for all
components of the recommended solution (i.e. hardware, software, operating
system, database, etc.). Indicate the basis on how licenses are determined.
F. Cost Proposal:
PIease complete the pricing forms that have been provided in the associated Microsoft
Excel pricing spreadsheet. It 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 provided templates are the sole responsibility of the
responding Vendor. If there is not enough space to describe the pricing on these forms,
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 price for each
of the components described below that are included on the attached Microsoft Excel
pricing spreadsheet as separate tabs:
a. Vendor Checklist (including Hosting/Licensing Model, Travel & Lodging Costs,
and Discount)
b. Proposal Summary (no direct input required)
c. Module Summary (no direct input required)
d. Application Software
e. Other Software
f. Hardware
g. Implementation Services
h. Train - the - Trainer Training
i. Optional End -User Training
j. Interfaces
k. Modifications
1. Other Implementation Services
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TOWN OF JUPITER ISLAND
G. Required Forms Submit six (b) forms included in this proposal:
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 OF PART IIC
54
TOWN OF JUPITER ISLAND
TOWN OF JUPITER ISLAND
REQUEST FOR PROPOSAL
ERP SOFTWARE
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 evaluation 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
should take into account in the preparation of their proposals, that in the evaluation shall
include, but is not limited to, experience; capabilities; past record; past performance;
adequacy of personnel; location; ability to furnish the required core services; ability to
furnish future services; software structure; cost of software; and such other factors as may be
determined by the Town to be applicable to the particular requirements of the project for
which the professional services have been requested.
EVALUATION CRITERIA PERCENTAGE
(WEIGHT)
Comnanv Background 10
A. Length of time in business
B. Product development and strengths
C. Strength of support services
Functionality 30
A. Proposed solution — Part II, Section B
B. Complete provision of all modules requested
C. Provision of additional modules
D. Overall Responses to Software Requirement questions in Part II, Section E
E. Overall Responses to Technical Requirement questions in Part II, Section
F — Conversion of existing hardware, amount of additional hardware
required,
F. References per Part II Section G
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TOWN OF JUPITER ISLAND
Implementation 20
A. Implementation plan — conversion of data, installation of software — Part H Section C
B. Length of time for full implementation
C. Training plan
Customer Service and Su,p ort 20
A. Adequate support personnel for conversion
B. Plan for daily support services
C. Reference response to ongoing support services
Costs 20
A. Reasonable costs of core services
B. Reasonable costs of maintenance agreements and upgrades
C. Reasonable costs of additional modules
TOTAL EVALUATION 100
A. Selection:
The Town will be using the following process to reach a finalist Vendor decision:
1. Minimum Criteria As part of the Vendor's RFP response, the following minimum
criteria must be met for a proposal to be considered for further evaluation. Failure to meet
all of these criteria will automatically 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 Florida, of similar size and complexity.
b. RFP Response
RFP response is submitted by the due date and time.
c. Response Authorization
The RFP response is signed by an authorized company officer.
d. Response Completeness
Vendor complied with all instructions in the RFP and provided a response
to all items requested with sufficient 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 JUPITER ISLAND
2. Round 2 Evaluation For those Vendors whose proposals pass the minimum criteria,
the previously stated evaluation criteria will be used to further evaluate and rank the
proposals submitted by all proposers.
3. Round 3 Evaluation The top Vendors in the second round evaluation will then
proceed to an additional level of due diligence that may include the following activities:
a. Follow -up questions and answers with the Vendors.
b. Online /On -site Vendor demonstrations to include module /functionality
demonstrations, technical 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 follows:
Target Dates Description of Events
M onday, December 14, 2015 Advertise and distribute RFP
Wednesday, January 6, 2016
:00 pin ET Pre-Proposal Meetin
Friday, January 8, 2016, 2:00pm
ET Questions due to Town
Proposal Submission to Purchasing Dept.
F riday, January 22, 2016 2:00pm
February 8 -12, 2016 lday online /onsite demonstrations
Week of February 22, 2016 2/3 -day Software demonstrations from top
W eek of February 29, 2016 applicants
Selection of preferred finalist
M arch 2016 vendor
March/April 2016 Contract Negotiations
Ap ril 2016 Town Commission Award and Post Award
Execute Agreements and Begin
ril2016 fm lementation
pril/May 2016 implementation and conversion
57
II� TOWN OF JUPITER ISLAND
END OF PART IV
58
PROPOSERS CERTIFICATION
STATE OF
COUNTY OF
I, , of ( name of company),
proposing to furnish 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
proposal for said goods or services, and have verified measurements, if applicable.
2. The bid or proposal is Contractor and binding and shall 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
potential Bidder/Proposer, or with any officer or employee of the TOWN.
S. The bid or proposal 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 foregoing instrument was acknowledged before me this day of 1 2016
by , as (title) of
(name of company) on behalf of (type of entity)
❑ 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 Commission Expires:
Commission No.
NO LOBBYING AITIDAVIT
STATE OF
COUNTY OF
This, , of , 2016
being first duly sworn, deposes and says that he or she is the authorized 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 restrictions in regards to this solicitation.
Affiant
The foregoing instrument was acknowledged before me this day of , 2016, by
(name of person, officer, or agent, title of officer or agent),
of (name of corporation or
partnership, a (state of incorporation or partnership, if applicable).
who is personally known to me
❑ l� Y >
❑ 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 Commission Expires:
Commission No.
SWORN STATEMENT PURSUANT TO SECTION 287.133(3)(a),
FLORIDA STATUTES, ON PUBLIC ENTITY CRIMES
THIS FORM MUST BE SIGNED AND SWORN TO IN THE PRESENCE OF A NOTARY PUBLIC
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)
Whose business address is:
And (if applicable) its Federal Employer Identification Number (FEIN) is:
(if the entity has no FEIN, include the Social Security Number of the 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 directly
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 goods
or services to be provided to any public entity or an agency or political subdivision of any other state
or of the United States and involving antitrust, fraud, theft, bribery, collusion, racketeering,
conspiracy, or material misrepresentation.
3. I understand that "convicted" or "conviction" as defined in Paragraph 287.133(1)(b), FLORIDA
STATUTES, means a finding of guilt, in any federal or state trial court of record relating to charges
brought by indictment or information after July 1, 1989, as a result of a jury verdict, non jury trial, or
entry of a plea of guilty or nolo contendere.
4. 1 understand that an "affiliate" as defined in Paragraph 287.133(1)(a), FLORIDA 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 (I)
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 arms 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 shall 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
legal 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, executives,
partners, shareholders, employees, members, and agents who are active in management of an entity.
i
6. Based on information and belief, the statement, which I have marked below, is true in relation to
the entity submitting this sworn statement (indicate which statement applies).
Neither the entity submitting this sworn 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 affiliate of the entity has been charged with and convicted of a
public entity crime 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 are 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 1, I989. However, there has been a subsequent proceeding
before a Hearing Officer of the State of Florida, Division of Administrative Hearings and the
Final Order entered by the Hearing Officer determined that it was not in the public interest to
place the entity submitting this sworn statement on the convicted vendor list. (Attach a copy of
the final order)
1 UNDERSTAND THAT THE SUBMISSION OF THIS FORM TO THE CONTRACTING OFFICE
FOR THE PUBLIC ENTITY IDENTIFIED IN PARAGRAPH 1 ABOVE IS FOR THAT PUBLIC
ENTITY 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 CONTRACT IN EXCESS OF THE
THRESHOLD AMONT PROVIDED IN SECTION 287.017, FLORIDA STATUTES, FOR
CATEGORY TWO OF ANY CHANGE IN THE INFORMATION CONTAINED IN THIS FORM.
Date:
Signature
STATE OF
COUNTY OF
The foregoing instrument was acknowledged before me this day of , 2016, by
, as of
on behalf of
❑ who is personally known 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 purposes 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:
(Print individuals name and title)
For:
(Print name of entity submitting sworn statement)
Whose business is:
and (if
applicable) its Federal Employer Identification Number (FEIN) is (If the entity
has no FEIN, include the social security number of the individual signing this sworn statement:
1 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 will 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 free environment at all
its work places, including, but not limited to, all locations where employees
perform any task relating to any portion of such contract, business
transaction or grant;
III. any available drug counseling, rehabilitation, and employee assistance
programs; and
IV. 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 statement 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 will:
I. Abide by the terms of the statement; and
II. Notify the employer of any criminal drug statute conviction for a violation
occurring in the work place no later than five (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 personnel action against such employee up to and including
termination; or requiring such employee to satisfactorily participate in a drug abuse
assistance or rehabilitation program 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
implementation of sections I through 5 stated above.
I UNDERSTAND THAT THE SUBMISSION OF THIS FORM TO THE CONTRACTING OFFICER
FOR THE TOWN OF JUPITER ISLAND 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 false certification;
2. such person 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 , 2016, by
as of
on behalf of
❑ who is personally known 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 purposes 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:
1. SCOPE OF SERVICES: The Parties hereby agree to enter into this Agreement whereby the
Contractor shall provide computer software 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 Software 2016. The Jupiter Island RFP — ERP
Software 2016 is fully incorporated into this Agreement as Exhibit A. The Village of Tequesta
software license and services agreement, which is based upon and in all material respects
identical to, the Contractor's July 30, 2016 software license and services agreement with the
Town of Jupiter Island, Florida, is fully incorporated into this Agreement as Exhibit B.
2. COMPENSATION: In consideration for the above Scope of Services, 1pamilgommlen
0 scant to f es provide U1EM ibi Q„ as further broken down, clarified and restated in the
Contractor's pricing comparison spreadsheet, which is I y incolora e � , , is €�cef"eM
l • 311 . prices shall remain firm for the duration of the Agreement. The Village shall
pay the Contractor upon Contractor's completion of, and the AI s acceptance MhT
eeluire in as specf' � 'lip
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 Exhibit 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
perform hereunder, have not been placed on the convicted vendor list maintained by the State
of Florida Department of Management Services within thirty -six (36) months immediately
preceding the date hereof. This notice is required by section 287.133(3)(a), Florida Statutes.
5. TERM, TERMINATION: The software licensing provided to the Village shall be perpetual
and ongoing unless terminated pursuant to Exhibit B, Paragraph 30. The Agreement maybe
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 4 5
I
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 States 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 addendum 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 contractors 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. 119.070 1, Florida 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
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 1mcwilliamsna,teguesta.org OR AT 345 TEQUESTA DRIVE,
TEQUESTA, 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)
By:
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 �� n
Software 1/ V
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 Identical to Jupiter Island
Payroll $4,980 $4,980 Identical to Jupiter Island
Timesheets $2,780 $2,780 This is priced the same as the Jupiter Island contract. It was included as "Optional" on page 17 of Jupiter Island contract. Jupiter
Island was not going to purchase this initially, but may purchase in the future.
Miscellaneous Receivables $3,830 $3,830 Identical 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 contract. It was included as "Optional" on page 17 of Jupiter Island contract. Jupiter
Island was not going to purchase this initially, but may purchase in the future.
Business Licensing $3,160 $3,160 This was not included in the contract with Jupiter Island because they do not need this module. The same pricing was provided in
RFP response to Jupiter Island.
AccessMyGov Internet Services $1,500 $1,500 This is priced the same as the Jupiter Island contract. It was included as "Optional" on page 17 of Jupiter Island contract. 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% o the Buildi Department software.
--_
-� ]!17
Sub- tot $54;870 R.... $63;470
I`
Data Conversion
General Ledger $2,400 $2,400 Identical to Jupiter Island
Accounts Payable $2,000 $2,000 Identical to Jupiter Island
Cash Receipting $1,800 $1,800 Identical to Jupiter Island
Payroll $3,800 $3,800 Identical to Jupiter Island
Miscellaneous Receivables $2,000 $2,000 Identical to Jupiter Island
Fixed Assets $1,800 $1,800 Identical to Jupiter Island
Utility Billing $6,500 $12,000 This is price based on $1.30 per utility 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 history) 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 billing). The work is the same and the price was also the same as noted in the line
item below from the Jupiter Island contract.
Utility Billing Notes NA $3,800 See comment above.
Business Licensing $3,300 This is the price for stripping out Business Licensing data from Citizen Server and moving it into a new program. This is identical to the
price for stripping out data from an Access database and moving it Into the Building Department program. The work is the same and
the price was also the same as noted in the line item below from the Jupiter Island contract.
Convert Access Database NA $3,300 See comment above.
Human Resou rces NA $3,00 This was requested by Jupiter Isl but not Tequest
v5 ubtotal 531,800 $40
t
Custom Import/Export
Project Management & Implementation Plann $22 ,250 $22,250 Identical to Jupiter Island
Subtotal" ;$22250
Custom Import/Export
Import Data from County $1,600 $1,600 Identical to Jupiter Island
Export Data to Bamboo $1,83 NA This was not required by J upiter Island they purchased BS &A HR software.
-
S b tota r ZZZZ..
Training/Set-up/Travel
Training $38,000 $41,000 Priced at a daily rate of $1,000, same as Jupiter Island
On -sit Set -up $3,000 $2,000 Priced at a daily rate of $1,000 same as Jupiter Island
_-
(Sub 1;00 543
Training/Set-up/Travel
Travel $27,360 $27,360 Identical to Jupiter Island
Total $180,715 $197,980
� Jody Forsythe
From: Keith Davis <Keith@cwda-legal.com>
Sent: Wednesday, November 30,2016 2:24 PM
To: Jody Forsythe; Brad Gomberg
Cc: Michael Couzzo; Michelle Gload
Subject: RE:Agreement
1ody:
I have reviewed and compared to what we moved forward last month. This is the correct document. This is Exhibit B to
the agreement. �
Keith W. Davis, Esquire
Attorney
��pTtr� .
r' (1 �i
i
t��� a
c��Jq"�x`,��:
��COf`LiLTT,�1VHITL,
��DA��IS n�i�ASl-ITUN, i�.n.
701 Northpoint Parkway,Suite 205
West Palm Beach, Florida 33407 .
Tel: (561)586-7116
Fax: (561)586-9611
Email: I(eith@CWDA-legal.com
Please make a note of our new business address
Incoming e-mails are filtered which may delay receipt. This e-mail is personal to the named recipient(s)and may be privileged and confidential. If you are not the
intended recipient,you received this in error. If so,any review,dissemination,or copying of this e-mail is prohibited. Please notify us immediately by e-mail and
delete the original message.
From:Jody Forsythe [mailto:jforsythe@tequesta.org]
Sent:Wednesday, November 30, 2016 11:57 AM
To: Keith Davis<Keith@cwda-legal.com>; Brad Gomberg<bgomberg@tequesta.org>
Cc: Michael Couzzo<mcouzzo@tequesta.org>; Michelle Gload <mgload@tequesta.org>
Subject: FW:Agreement
Keith,
Would you review the email and attachment.
� Thanks,
Jody
,jo✓'�nn f'nrsJtte, C7'.�,,�'in�znce 7Jirectr�r
Village of Tequesta/ 345 Tequesta Drive
Tequesta, FL 33469/Tel:(561)768-0424
P/euse note tl�at Floridtc has a �Jery broad��zcblic recor•c�S �C�'l�t'. TIZlS CU�i117�1s1?1Cp/7031 �d72CTUC�l32�)�OZIY �799C11I
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From:Steve Rennell [mailto:SRennell@bsasoftware.com] .
Sent: Wednesday, November 30, 2016 11:33 AM
To:Jody Forsythe<jforsythe@tequesta.or�>
Subject:Agreement
Mimecast Attachment Protection has created safe copies of your attachments.
Jody,
I received your agreement today. In the paragraph 1,Scope of Services, it says, "The Village software license and
services agreement,which is based upon and in all material respects identical to,the Contractor's July 30, 2016 software
license and services.agreement with the Town of Jupiter Island, Florida, is full incorporated into this a�reement as
Exhibit B."
But, I did not see that software license and services agreement anywhere. I have attached it here. Could you also get
this signed and back to me?
Thanks,
Steve Rennell
Account Executive
BS&A Software
Phone: 517-641-8900
Mobile: 248-808-7328
srennell@bsasoftware.com
www.bsasoftware.com
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S Of TY/AfYE
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2
SOFTWARE LICENSE AND SERVICES AGREEMENT
This Software License and Services Agreement that includes attached Exhibits ("AgreemenY') is between Bellefeuil, Szur &
Associates, Inc. ("BSA"), a Michigan corporation and Village of Tequesta, Florida, a municipal corporation organized under the
laws of Florida("Customer"), effective the date of the signature of the last Party to sign the Agreement("Effective Date"). Each
party to the Agreement is referred to as a"Party"and the parties,collectively,are referred to as"Parties."
This Agreement sets fhe terms and conditions under which BSA will furnish certain licensed software and certain services
described herein to Customer.
SECTION A—SOFTWARE LICENSE
1. License Grant.
1.1. Upon the Effective Date, subject to the terms of this Agreement and Customer's ongoing compliance therewith, BSA
hereby grants to Customer, including Customer's enterprise funds and special districts ("Customer's Organization"), a
perpetual, non-exclusive, non-transferable, and non-assignable license to install and use the BSA Software Products
for Customer's internal business purposes only(and not, for example, as a data center, reseller, or service bureau for
third parties), only on servers owned by Customer and•located at Customer's facilities, and otherwise in accordance
with this Agreement. "BSA Sofiware Product(s)" means, the: (i) BSA software products set forth in Schedule 1 to
Exhibit A; (ii) related interfaces and customizations; (iii) BSA manuals, BSA official specifications, and BSA user
guides provided in or with BSA software products set forth in Schedule 1 to Exhibit A("Documentation"); and (iv) all
modifications to the BSA Software Products set forth in Schedule 1 to Exhibit A, including, but not limited to, fixes,
new versions, new releases, updates, upgrades,corrections, patches,work-arounds (collectively,"Modifications"). For
the avoidance of doubt, Documentation does not include advertising, other general statements about products, or
statements by sales or other staff members. Customer may make and keep(securely)one archival copy of each BSA
Software Product solely for use as backup.
1.2.Customer may make copies and install BSA Software Products on as many computers belonging to Customer as
Customer wishes, provided the BSA Software Products are only used with Customer's Organization to assist with the
needs of Customer,including for backup and disaster recovery,and otherwise in accordance with this Agreement.
1.3.There will be no additional software license cost to process at another site in the event of a disaster that shuts down
Customer's primary location or for testing at the disaster recovery site.
1.4.Customer consultants, contractors, external customers, and business partners may access the installed BSA Software
Products.
1.5.Customer has the right to develop interfaces to, and/or database applications that integrate with, the licensed BSA
Software Products using BSA's recommended database and development tools without voiding the maintenance and
support terms or warranties herein. •
1.6.Customer will not sublicense, modify,adapt,translate,or otherwise transfer, reverse compile,disassemble or otherwise
reverse engineer BSA Software Products or any portion thereof without prior written consent of BSA. Without limiting
the foregoing, the BSA Software Products may not be modified by anyone other than BSA. If Customer modifies the
BSA Software Products without BSA's prior written consent,any BSA obligation to provide support services on,and the
warranty for,the BSA Software Products will be void. All rights not expressly granted are reserved.
2. License Fees. Customer agrees to pay BSA, and BSA agrees to accept from Customer as payment in full for the license
grented herein,the BSA Software Products fees set forth in Schedule 1 to Exhibit A.
3. Successor Software Products. In the event BSA makes available successor software products with substantially similar
functionality as the BAS Software Products which may be based on a new technical architecture ("Successor Products")
within six(6)years of contract signing, Customer may transfer the license for the BSA Software Products to the Successor
Products for no additional BSA license fees. In such event, Customer 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.
4. Functionality Replacement. Customer maintains the rights to the BSA Software Products functionality that is licensed
herein,even if that functionality later gets renamed or re-bundled by BSA.
5. Delivery. Unless otherwise requested by Customer, all BSA Software Products will be made available for electronic
download by Customer.No BSA Software Products will be delivered on tangible media.
6. Source Code Escrow. BSA shall place Source Code for the BSA Software Products modules licensed by Customer in
escrow with an independent third-party of BSA's choosing(with whom a separate Escrow Agreement will be entered into by
BSA at no additional cost to Customer). Should Customer elect to use a different third party, all costs shall be borne by
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Customer. The Source Code shall be kept current with the releases and versions of the BSA Software Products in live use
at Customer. The Source Code shall revert to Customer for Customer's use if BSA files for bankruptcy or protection from
creditors in a court of law. Customer shall then have full rights to use source code for any purposes other than resale. BSA
will provide appropriate source code to Customer in a timely manner in the event that BSA goes out of business or no
longer supports the BSA Software Products being licensed. The same applies if BSA is merged or acquired and the BSA
Software Products is no longer supported. Once Customer obtains the source code, it will be a perpetual license, and there
will be no additional fees due,even if additional licenses are deployed. •
7. Limited Software Warranty.
7.1.BSA represents and warrants that it has the right to grant the licenses set forth under this Agreement. BSA further
represents and warrants that it has good and marketable title to the BSA Software Products sold hereunder free and
clear from all liens, encumbrances, and claims of infringement of patent, copyright, trade secret or other proprietary
rights of third parties. BSA further represents and warrants that neither the BSA Software Products in the form
delivered by BSA to Customer, nor any modifications,enhancements, updates or upgrades thereto, nor the normal use
thereof by Customer, will infringe any patent, copyright, trademark, trade secret or other proprietary right of any third
party.
7.2.In the event that any third party makes a claim or files a lawsuit challenging Customer's right to use the BSA Software
Products, BSA shall defend and indemnify Customer Customer's Organization, its officers, employees, agents,
representatives and successors and hold them harmless for any and all 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
thereof. Provided, however,that BSA shall have the sole and exclusive right to select and retain counsel for Customer
in connection with the defense thereof, and shall make all decisions relating to the conduct of Customer's defense and
any settlement made on behalf of Customer. In resolving any such infringement claim, BSA shall, in its reasonable
discretion, either procure a license to enable Customer to continue to use the BSA Software Products or develop or
obtain a non-infringing substitute acceptable to Customer at BSA's cost.
7.3. BSA warrants that the BSA Software Products will be without Defect(s) for one year from the Final Acceptance date
and as Iong as Customer is current on Annual Ongoing Technical Support/Maintenance. If the BSA Software Products
do not perform as warranted, BSA will use all reasonable efforts, consistent with industry standards, to cure the
Defect(s). Should BSA be unable to cure the Defect(s)or provide a replacement product meeting the requirements of
the warranty within thirty (30) days, Customer will be entitled to a refund of(i) the entire license fee and associated
service fees paid for the defective BSA Software Products if the Defect(s)occurs within one (1)year of the associated
Final Acceptance date. The foregoing is Customer's sole remedy should BSA be unable to cure the Defect(s) or
provide a replacement product meeting the requirements of the warranty. Alternatively, the parties may agree to
amend this Agreement to set out a process for resolving the Defect(s) in some other, mutually agreeable fashion. If
BSA provides a replacement product as a cure, BSA provides the same warranty for the replacement product in the
same manner,and for the same time period,as the remaining warranty for the original product.
7.4.Customer has presented detailed technical specifications of the particular purpose for which the BSA Software
Products are intended as identified in Customer's request for proposal and BSA's proposal,which are incorporated by
reference herein. Given this advanced preparation concerning, and documentation about Customer's particular
purpose, BSA at the time this Agreement is in force has (1) reason and opportunity to know the particular purpose for
which the BSA Products are required, and (2)that Customer is relying on BSA's experience and knowledge of these
products to provide those which are most suitable and appropriate. Therefore, BSA warrants that the BSA Software
Products are fit for the purposes for which it is intended as described in this document.
7.5.BSA represents and warrants that all BSA Software Products provided under this Agreement are compatible with and
certified for use and operation in Customer's operating environment. Furthermore, BSA acknowledges that it has
reviewed the hardware system ordered by Customer and represents and warrants that such hardware system as
defined in Exhibit E is sufficient for Customer's current and reasonably projected use, including account and
transaction volumes.
7.6.THE FOREGOING LIMITED SOFTWARE WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES WHETHER
EXPRESS OR IMPLIED
7.7.Ownership of BSA Software Products/Proprietary Information. BSA shall retain ownership of, including all
intellectual property rights in and to,the BSA Software Products. Customer agrees not to challenge such rights and
hereby assigns any and all copyrights and other intellectual property rights in and to the BSA Software Products to
BSA and agrees to execute any and all documents necessary to effect the purposes of this paragraph. "Intellectual
property rights" means all trademarks, copyrights, patents, trade secrets, moral rights, know-how, and all other
proprietary rights.
SECTION B—PROFESSIONAL SERVICES
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8. Professional Services. BSA shall provide the services("Professional Services")set forth in Schedule 2 to Exhibit A and
Exhibit D(Statement of Work),for the prices indicated, provided Customer fulfills its obligations set forth in this Agreement.
The Parties may enter into future Statements of Work,which shall become part of this Agreement.
9. Change Orders. If Customer requires the performance of professional services not covered by the existing Agreement, or
requires a change to the existing�Professional Services, Customer shall deliver to BSA's Project Manager a written change
order and specify in such change order the proposed work with sufficient detail to enable BSA to evaluate it ("Change
Order"). BSA may, at its discretion, prescribe the format of the Change Order. BSA shall provide Customer with an
evaluation of the Change Order,which may include a written proposal containing the following: (i)implementation plans; (ii)
the timeframe for performance;and (iii)the estimated price for such performance. Upon execution, all Change Orders shall
be governed by the terms and conditions of this Agreement, unless mutually agreed upon otherwise in writing. Customer
acknowledges that such Change Orders may affect the implementation schedule and Go-Live Dates,which will be changed
by mutual agreement. Customer shall notify BSA in writing if Customer elects to proceed with the Change Order. If
Customer gives notice to BSA not to proceed, or fails to give any notice to BSA, then the Change Order shall be deemed
withdrawn and BSA shall take no further action with respect to it. BSA shall promptly commence perForming the Services
described in the Change Order upon BSA's receipt of a Proceed Order, subject to the availability of BSA personnel unless
otherwise mutually agreed. BSA acknowledges that any Change Order that affects the total cost of the project is subject to
Customer's policies and will provide adequate time for Customer's consideration. BSA will not exceed the costs set forth in
the mutually agreed to Change Orders without justification, in writing,that is acceptable to Customer. No costs in excess of
the estimates will be paid by Customer unless approved in advance of fee incurrence. Acceptance of the deliverable(s)
resulting from each Change Order shall be per the Formal Acceptance clause herein.
10. Future Services. In the event Customer requires additional services that are not represented in the Statement of Work,
BSA will create a new Statement of Work describing the services to be performed. Each new Statement of Work will be
approved by Customer before BSA commences work. For services included in any new Statement of Work that are agreed
to by Customer during the one(1)year period following Final Acceptance,BSA will charge the following fixed rates.
• Data conversion and software modifications $200 per hour
• Other implementation services $140 per hour
• On-site training $1,000 per day
• Web-based training $140 per day
The following fixed travel costs will be used for any additional on-site activities:
• Airfare $600 per flight
• Hotel $150 per night
• Meals $55 per day
• Rental car $65 per day
After one year, BS&A has the right to increase the BSA Software Products and services rates by the lesser of CPI-U index
or 5%annually. After one year, BS&A will charge the Village the standard travel rates in use for all of our other customers
11. License and Ownership.
11.1.All rights, including all intellectual property rights, in and to work product delivered as a result of Professional Services
under this Agreement shall be owned by BSA. For the avoidance of doubt, work product that constitutes a BSA
Software Product or portion thereof shall be governed by Section A including Section 1.1 thereof.
11.2.Subject to Paragraph 7.1 and Customer's compliance with this Agreement (including payment in full), BSA grants to
Customer a perpetual, non-exclusive, non-transferable, and non-assignable license to use the work product and the
intellectual property rights therein for Customer's internal business purposes only.
12. Cancellation. In the event Customer cancels or reschedules Professional Services, and without prejudice to BSA's other
rights and remedies, Customer is liable to BSA for: (i)all non-refundable expenses incurred by BSA on Customer's behalf;
and (ii) daily fees associated with the canceled Professional Services (in accordance with the daily fee rate), if less than
one-month's advance notice is given regarding the need to cancel or reschedule and BSA cannot reasonably reassign its
affected human resources to other projects where comparable skills are required.
13. Limited Professional Services Warranty.
13.1. BSA warrants that:
13.1.1. Its Professional Services will be performed in a professional and workmanlike manner, materially in
accordance with the Statement of Work attached as Exhibit D.
13.1.2. BSA Software Products have been configured as agreed to by Customer and BSA as set forth in the
Statement of Work.
13.7.3. In the event of a breach of the foregoing warranry and a claim in accordance with the next sentence, BSA's
sole obligation and Customer's exclusive remedy with respect to such claim will be to have BSA re-perform the
portion of the Professional Services with respect to which the warranty has been breached, to bring it into
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compliance with such warranty. Any claim for breach of the foregoing warranty must be made by notice to BSA
within thirty(30)days of performance of the portion of the Professional Services with respect to which the claim
is made,or said claim shall be deemed waived.
13.2. THE FOREGOING LIMITED PROFESSIONAL SERVICES WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES
EXPRESS OR IMPLIED, EXCEPT FOR THE WARRANTY PROVIDED IN SECTION 7.
14. In the event that Customer asserts in good faith that any BSA training consultant lacks the skill or capacity to adequately
train Customer's staff, BSA shall replace such training consultant as soon as reasonably possible. If Customer notifies BSA
within five (5) business days of the completion of said training, that in Customer's reasonable judgment the training
sessions provided by such training consultant were inadequate or ineffective, due to a failure of performance on the part of
BS&A staff, then BSA shall, at its option, provide a credit in training days or a re-performance of training activities to
Customer for all such training sessions at no additional charge to Customer. �
SECTION C—MAINTENANCE AND SUPPORT
15. Maintenance and Support Generally.
15.1. For a period commencing on the installation of the BSA Software Products and continuing through one(1)year from
Go Live, and subject to Customer's compliance with the Agreement, BSA will provide, at no charge to Customer,
"Maintenance and Support," meaning the following: (i) Modifications (such as patches, corrections, and updates) as
are generally provided at no additional charge(beyond the cost of annual Maintenance and Support) by BSA to BSA
� customers; and (ii) technical support, as further described in Section 11, during BSA's normal business hours, and
the Maintenance and Support services set forth in Section2 17 and 18.
15.2. Commencing one(1)year from Go Live of the BSA Software Products, Maintenance and Support will be provided on
an annual basis,subject to Section 21 and compliance with the terms of the Agreement.
15.3. BSA guarantees that the Ongoing Maintenance and Support Fees set forth in Exhibit B will not change for two (2)
years from the date of Go Live of the BSA Software Products. After that date, BSA reserves the right each year to
increase the fees over the previous year by no more than an amount that is proportionate to the increase(measured
from the beginning of such previous year)in the Consumer Price Index as set forth by the U.S. Department of Labor,
Bureau of Labor Statistics, Consumer Price Index — All Urban Consumers — U.S. City Average or the "standard"
increase offered by BSA to its other customers,whichever is less.
16. Maintenance Services. For as long as Customer has paid Ongoing Maintenance and Support Fees, BSA shall provide
maintenance services("Maintenance"):
16.1. In a professional and workmanlike manner, perform its obligation with BSA's then-current support call process.
(BSA's current support call process is set forth in the document attached as Exhibit C). If Customer modifies the BSA
Software Products (with the exception of any interFace development and/or database application integration with the
BSA Software Products using BSA's recommended database and development tools) without BSA's written
approval, BSA's obligation to provide maintenance services on the BSA Software Products will be void.Approval will
not be unreasonablywithheld.
16.2. Provide telephone support on the BSA Software Products in accordance to the protocols and the hours set forth in
Exhibit C—Support Call Process.
16.3. Maintain personnel that are appropriately trained to be familiar with the BSA Software Products in order to provide
support and maintenance services.
. 16.4. Provide Customer with all releases and upgrades, whether of a "minor' or "major',nature, BSA makes to the BSA
Software Products that BSA makes generally available without additional charge to customers.
17. Support.
17.1. For as long as Customer has paid Ongoing Maintenance and Support Fees, BSA shall use commercially reasonable
efforts, commensurate with the severity level, to achieve its support response and resolution targets with respect to
Errors as set forth in Exhibit C("Support"). An"Error"means a verifiable and reproducible failure of a BSA Software
Product to operate in accordance with the Documentation, under conditions of normal use and where the Error is
directly attributable to the BSA Software Product as updated with current Modifications. If Customer modifies the
BSA Software Products without BSA's written consent, BSA's obligation to provide support services on the BSA
Software Products will be void.
17.2. Support does not include the following: (i) installation or implementation of the BSA Software Products; (ii) onsite
training/support, remote training, application design, and other consulting services; (iii) support of an operating
system, hardware, or support outside of BSA's normal business hours; (iv) support or support time due to a cause
external to the BSA Software Products adversely affecting their operability or serviceability, which shall include but
not be limited to water, fire, wind, lightning, other natural calamities, transportation, misuse, abuse, or neglect; (v)
repair of the BSA Software Products modified in any way other than modifications made by BSA or its agents; (vi)
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support of any other third-party vendors' software, such as operating system software, nefinrork software, database
managers,word processors, etc.; and (vii)support of the BSA Software Products that have not incorporated current
Modifications. All such excluded Maintenance and Support Services performed by BSA at Customer's request shall
be invoiced to Customer on a time and materials basis,plus reasonable expenses associated therewith.
17.3. Notwithstanding anything to the contrary, in order to maintain the integrity and proper operation of the BSA Software
Products, Customer agrees to use commercially reasonable efforts to implement, in the manner instructed by BSA,
all Modifications in a timely manner. Customer's failure to implement any Modifications may limit or restrict the ability
of Customer to implement future Modifications. Customer shall provide prompt notice of any Errors discovered by
Customer, or otherwise brought to the attention of Customer. Proper notice may include, without limitation, prompt
telephonic and written (either via e-mail or postal mail) notice to BSA of any purported Error. If requested by BSA,
Customer agrees to provide written documentation of Errors to substantiate those Errors and to otherwise assist BSA
in the detection and correction of said Errors. BSA will use its commercial reasonable judgment to determine if an
Error exists.
17.4. Customer acknowledges and agrees that BSA and product vendors may require online access to BSA's system in
order for BSA to provide Maintenance and Support services hereunder. Accordingly, Customer shall provide a
connection to the Internet to facilitate BSA's remote access to BSA's system. BSA shall provide remote connection
software,which may require installation of a software component on a workstation or server computer.
18. Future Releases/Upgrades. Customer shall be entitled to future releases and upgrades, whether of a "minor" or major"
nature, of BSA Software Products for no additional cost beyond the annual maintenance and support fees delineated in
Exhibit B.
19. Software Longevity. BSA certifies that the BSA Software Products will remain available and fully supported by BSA for a
� minimum of ten (10) years from the date the Agreement is signed and that any material changes to BSA's company or
products will not affect Customer's implementation, maintenance or support of the BSA Software Products as long as
Customer pays the annual maintenance and support fees.
20. Termination of Annual Maintenance and Support. After the initial year of the Agreement, BS&A will provide Customer
with an invoice for Annual Ongoing Maintenance and Support Fees thirty(30)days before the end of each Agreement year.
Customer will have the option of renewing maintenance and support for one (1) full year or canceling Maintenance and
Support. If Customer desires to extend Maintenance and Support for thirty (30) additional days, BS&A will provide one
thirty(30)day renewal for one twelfth(1/12)of the Annual Ongoing Maintenance and Support Fees. At that time, Customer
' can either renew Maintenance and Support for one(1)year or cancel Maintenance and Support. Maintenance and Support
may be reinstated by Customer at an amount not to exceed the back fees that would have been due if Maintenance and
Support had not been dropped. In the event of reinstatement of Maintenance and Support, Customer shall not be forced to
move to a new license model and no upgrade fees for licenses already purchased shall be charged by BSA. BSA shall give
Customer at least nine (9) months' notice before unilaterally canceling Maintenance and Support at the beginning of the
next Agreement year.
SECTION D—GENERAL TERMS AND CONDITIONS
21. Customer Assistance. Customer acknowledges that the implementation of the BSA Software Products is a cooperative
process requiring time and resources of Customer personnel. Customer shall,and shall cause Customer personnel to, use
all reasonable efforts to cooperate with and assist BSA as may be reasonably required to meet the project deadlines and
other milestones agreed to by the Parties for implementation. BSA shall not be liable for failure to meet such deadlines and
milestones when such failure is due to force majeure (as defined in Paragraph 45) or to the failure by Customer personnel
to provide such cooperation and assistance(either through action or omission).
22. BSA Proprietary Information.
22.1. Customer acknowledges that the information associated with or contained in the BSA Software Products and
information used in the performance of Professional Services include trade secrets and other confidential and
proprietary information of BSA(the"Proprietary Information").
22.2. Customer shall maintain in confidence and not disclose Proprietary Information, directly or indirectly, to any third
party without BSA's prior written consent. Customer shall safeguard the Proprietary Information to the same extent
that it safeguards its own most confidential materials or data, but in no event shall the standard implemented be less
than industry standard. Proprietary Information shall be used by Customer solely to fulfill its obligations under this
Agreement. Customer shall limit its dissemination of such Proprietary Information to employees within Customer's
business organization who are directly involved with the performance of this Agreement and have a need to use such
Proprietary Information. Customer shall be responsible for all disclosures by any person receiving Proprietary
Information, by or through it,as if Customer itself disseminated such information.
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22.3. Proprietary Information shall not include any information that: (a) is or becomes publicly known through no wrongful
act or breach of any obligation of confidentiality by Customer; (b)was lawfully known to Customer prior to the time it
was disclosed to or learned by Customer in connection with this Agreement, provided that such information is not
known to Customer solely because of its prior business relationship with BSA; (c)was received by Customer from a
third party that is not under an obligation of confidentiality to BSA;or(d)is independently developed by Customer for
a party other than BSA without the use of any Proprietary Information. The following circumstances shall not cause
Proprietary Information to fall within any of exceptions (a) through (d) above: (i) a portion of such Proprietary
Information is embraced by more general information said to be in the public domain or previously known to, or
subsequently disclosed to, Customer;or(ii) it is a combination derivable from separate sources of public information,
none of which discloses the combination itself.
23. Confidential Information. 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 party agrees that it will 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 shall 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 from a third party who has a nght to disclose it to that party; or(e) information that is 'f
subject to FOIA requests including but not limited to Florida Public Records Law. If Customer is required,or anticipates that
it will be required,to disclose any Confidential Information pursuant to a court order or to a government authority, Customer
shall, at its earliest opportunity, provide written notice to BSA so as to give BSA a reasonable opportunity to secure a
protective order or take other actions as appropriate. Customer shall at all.times,cooperate with BSA so as to minimize any
disclosure to the extent allowed by applicable law.
24. Acceptance Testing. For purposes of acceptance of the BSA Software Products(or portions thereofi�,the parties intend to
use the following staged acceptance procedure.All timeframes specified in the following procedures may be overridden by
the Project Schedule.
24.1. Written Deliverable: BSA may submit interim drafts(stamped, noted or otherwise clearly marked"Draft")of a written �
deliverable to Customer for review. Customer agrees to review and provide comments to BSA on each interim draft
within five (5) business days after receiving it from BSA. Customer will have the opportunity to review the written
li deliverable for an acceptance period of five (5) business days after delivery of the final version (stamped, noted or
otherwise clearly marked "Final Draft") of the written deliverable (the "Acceptance Period"). Customer agrees to
notify BSA in writing by the end of the Acceptance Period either stating that the written deliverable is accepted in the
form delivered by BSA or describing in reasonable detail any substantive deficiencies that must be corrected prior to
acceptance of the written deliverable. If BSA does not receive any such deficiency notice from Customer by the end
of the Acceptance Period,the written deliverable will be deemed to be accepted and an approved document marked
"Approved"and dated will be provided to Customer. If Customer delivers to BSA a timely notice of deficiencies and
the items specified in the notice are deficiencies, BSA will promptly correct the described deficiencies and return to
Customer for Acceptance. Customer will not unreasonably withhold, delay or condition its approval of a final written
deliverable. BSA is responsible for tracking status of each deliverable including but not limited to the date in which it
was submitted to Customer and date returned.
24.2. Software Deliverable: Acceptance testing is an iterative process designed to determine whether each component of
the BSA Software Products combined with related Services delivered by BSA("Software Deliverable") perForms the
functions described in the Contract Documents and to discover and remove material deviations and Errors where
the Software Deliverable does not substantially perform the functions described in the Contract Documents
("Defect(s)")through repeated testing cycles. In the event of conflicts between Contract Documents and Application
Software Documentation the Contract Documents will prevail. BSA will work with Customer 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 Software Deliverable (the
"Acceptance Tests"or"Acceptance Testing").
24.2.1. The "Acceptance Test Period° for each Software Deliverable will be thirty (30) business days unless an
alternate time is mutually agreed upon between BSA and Customer per the Project Schedule. The Acceptance
Test Period for each Software Delive�able will start within five(5)business days, unless an alternate start date is
mutually agreed upon by BSA and Customer per the Project Schedule,after the Software Deliverable is installed
at Customer's designated site and BSA has successfully completed BSA's installation test and notified Customer
that the Software Deliverable is"Ready for Acceptance Testing." BSA will not be obligated to deliver a Software
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Deliverable to Customer until Customer demonstrates the readiness of the target technical platform and
environment.
24.2.2. If Customer determines during the Acceptance Test Period that the Software Deliverable contains a Defect,
Customer will promptly send BSA a written notice reporting the alleged Defect describing it to BSA in sufficient
detail reasonably necessary for BSA to recreate it. BSA will modify the Software Deliverable to remove the
reported Defect and will provide the modifications to Customer for re-testing. Customer will then re-test the -
modified portions of the Software Deliverable promptly after receiving the modifications from BSA. In such a
case, BSA and Customer will mutually agree upon an updated Acceptance Test Period.
24.2.3. By the end of the Acceptance Testing Period Customer will provide BSA with a final written list reporting any
outstanding Defects (the "Punch List"). Customer will then have ten (10) business days after the receipt of the
modifications to re-test the modified Software Deliverable to confirm that the Defects that were reported on the
Punch List have been removed. If any Defects that were reported on the Punch List have not been removed,
Customer will provide BSA with written notification by the end of the retesting period reporting any such Defects.
In such event, the procedures set forth in this section will be repeated for the remaining Defects on the Punch
List.
24.2.4. BSA and Customer each agrees to work diligently to achieve acceptance of Software Deliverable at the
earliest possible date.
24.3. "User Acceptance Testing" shall mean testing of each Phase identified in the Project Schedule using the process
defined above for Softuvare Deliverable.
24.4. "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 Phase; Conditional
Acceptance after the final Phase constitutes Conditional Acceptance of the entire BSA Software Products. Unless
the Project Schedule determines otherwise, the Acceptance Test Period for User Acceptance Testing will be thirty
(30)calendar days, BSA and Customer will work diligently to put the Phase into Go Live operations.
24.5. "Final Acceptance"involves use of the BSA Software Products in totality in production operations for a period of sixty
(60) calendar days, provision of all Services by BSA, and completion of the Phases and/or the Software Deliverable
previously tested and meeting Conditional Acceptance. If after sixty(60)calendar days the BSA Software Products
performs without Defects, Customer and BSA will both issue and execute a"Final Acceptance"of the BSA Software
Products.The sixty(60)day time frame for Final Acceptance will stop if Defects are found during production use anii
prevent further production use of the BSA Software Products.The Final Acceptance process will resume on the date
the Defect is confirmed as fixed and will continue for the remainder of the Sixty(60)day time frame.There will be a
Final Acceptance for each Phase; Final Acceptance after the final Phase constitutes Final Acceptance of the entire
BSA Software Products.
25. Limitation on Liability and Damages.
25.1.EXCEPT FOR THE INDEMNIFICATION PURSUANT TO THE IN_DEMNIFICATION CLAUSE SET FORTH IN
PARAGRAPH 29 BELOW, NEITHER PARTY SHALL BE LIABLE TO THE OTHER, OR ANY OF THEIR RESPECTIVE
AGENTS, REPRESENTATIVES, OR EMPLOYEES FOR ANY LOST REVENUE, LOST PROFITS, LOSS OF
TECHNOLOGY, RIGHTS OR SERVICES, INCIDENTAL, PUNITIVE, INDIRECT, SPECIAL OR CONSEQUENTIAL
DAMAGES, LOSS OF DATA, OR INTERRUPTION OR LOSS OF USE OF SERVICE, EVEN IF ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES, WHETHER UNDER THEORY OF CONTRACT, TORT (INCLUDING
NEGLIGENCE),STRICT LIABILITY OR OTHERWISE.
FURTHER, EXCEPT FOR THE INDEMNIFICATION PURSUANT THE INDEMNIFICATION CLAUSE SET FORTH IN
PARAGRAPH 29 BELOW, BSA'S ENTIRE LIABILITY AND RESPONSIBILITY FOR ANY AND ALL CLAIMS, DAMAGES,
OR LOSSES ARISING FROM THE BSA SOFTWARE PRODUCTS (INCLUD,ING BUT NOT LIMITED TO THEIR USE,
OPERATION, AND/OR FAILURE TO OPERATE), PROFESSIONAL SERVICES, MAINTENANCE AND SUPPORT, ANY
THIRD-PARTY PERFORMANCE OR LACK THEREOF, OR OTHERWISE ARISING OUT OF OR RELATING TO THIS
AGREEMENT,SHALL BE ABSOLUTELY LIMITED TO DIRECT DAMAGES NOT IN EXCESS OF THE PURCHASE PRICE
OF BSA SOFTWARE PRODUCTS PLUS, TO THE EXTENT APPLICABLE, THE PURCHASE PRICE OF ANY
PROFESSIONAL SERVICE SET FORTH IN THIS AGREEMENT THAT GIVES RISE TO THE CLAIM.
NOTWITHSTANDING ANY PROVISION CONTAINED HEREIN, BSA SHALL NOT BE LIABLE FOR ANY INDIRECT,
CONSEQUENTIAL, SPECIAL, INCIDENTAL, OR CONTINGENT DAMAGES OR EXPENSES,WHETHER IN CONTRACT,
TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, ARISING IN ANY WAY OUT OF THIS AGREEMENT, BSA
SOFTWARE PRODUCTS,ANY THIRD-PARTY PERFORMANCE, OR LACK THEREOF, OR BSA'S PERFORMANCE, OR
LACK THEREOF, UNDER THIS AGREEMENT, INCLUDING, WITHOUT LIMITING THE GENERALITY OF THE
FOREGOING, LOSS OF REVENUE, PROFIT, OR USE. TO THE EXTENT THAT APPLICABLE LAW DOES NOT
7
PERMIT THE LIMITATIONS SET FORTH HEREIN, THE LIABILITY AND DAMAGES SHALL BE LIMITED AND
RESTRICTED TO THE EXTENT PERMITTED BY LAW.
25.2.Customer is solely responsible for its data, its database, and for maintaining suitable back-ups of the data and
database to prevent data loss in the event of any hardware or software malfunction. Customer covenants and agrees
to undertake all necessary measures to protect and secure its data, including implementation of technical,
administrative and physical protections. BSA shall have no responsibility or liability for data loss regardless of the
reasons for said loss. Subject to the provisions and limitations of Florida Statute 768.28, Customer agrees to defend,
indemnify and hold BSA harmless for any claim by any person or entity arising out of any loss or compromise of data or
data security or arising out of Customer's breach of this Agreement.
26. Additional Disclaimer. SUPPLIER PROVIDES NO WARRANTY FOR ANY THIRD-PARTY SOFTWARE AND/OR
HARDWARE. EXCEPT AS SET FORTH IN THIS AGREEMENT, SUPPLER WILL NOT BE RESPONSIBLE FOR ANY
THIRD-PARTY SOFTWARE,THIRD-PARTY SERVICES AND/OR HARDWARE.
27. Indemnification for Intellectual Property Infringement. If a claim is made or an action is brought alleging that a BSA
Software Product infringes on a U.S. patent, or any copyright, trademark, trade secret or other proprietary right, BSA will
defend Customer, its offcers, employees, agents, representatives and successors against such claim and will pay resulting
costs and damages finally awarded, provided that: (a) Customer promptly notifies BSA in writing of the claim; (b) BSA has
sole control of the defense and all related settlement negotiations; (c) Customer reasonably cooperates in such defense at
no expense to BSA; and (d) Customer remains in compliance with the Agreement and has continued to purchase
. Maintenance and Support Services. The obligations of BSA under this Section are conditioned on Customer's agreement �
that if the applicable BSA Software Product, in whole or in part, or the use or operation thereof, becomes, or in the opinion
of BSA is likely to become, the subject of such a claim, BSA may at its expense either procure the right for Customer to
continue using the BSA Software Product or, at the option of BSA, replace or modify the same so that it becomes non-
infringing (provided such replacement or modification maintains the same material functionality and does not adversely
affect Customer's use of the Update as contemplated hereunder).
28. Indemnification.
28.1.To the fullest extent permitted by law, BSA shall indemnify, hold harmless, and defend Customer 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 from BSA'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 BSA, subcontractor, or construction manager, or to injury to or
destruction of tangible property including loss of use resulting there from, but only if caused in whole or in part by a
negligent act or omission of BSA,a subcontractor,the construction manager, anyone directly or indirectly employed 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 party indemnified hereunder. BSA shall not be obligated to hold harmless,indemnify,
or defend Customer or its agents, employees, officers, or successors if any claim, cause of action, damage, loss or
expense arises from the sole negligence or fault of a party indemnified hereunder.
28.2.BSA shall assume the defense of Customer 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 Customer for enforcement of
its rights under the paragraph above between the time by which BSA should have assumed Customer defense and the
time when BSA assumes Customer's defense shall be reimbursed by BSA. Any legal cost or expense, including
attorney's fees,incurred by Customer in the successful prosecution of any litigation or arbitration seeking to enforce the
provisions of the paragraph above or in negotiating a settlement of such claim,shall also be reimbursed by BSA.
28.3.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 parties, including Customer.
29. No Intended Third-Party Beneficiaries. This Agreement is entered into solely for the benefit of BSA and Customer. No
third party will be deemed a beneficiary of this Agreement,and no third party will have the right to make any claim or assert
any right under this Agreement.
30. Termination. Without prejudice to other rights and remedies, and except as otherwise provided in this Agreement, either
Party may terminate this Agreement for the other Party's material breach upon failure to cure such breach after thirty (30)
days' written notice identifying with specificity the nature of the breach. Further, upon sixty (60) days' notice, in writing,
Customer may terminate this Agreement without cause. Upon termination or cancellation of this Agreement, except for
BSA's breach of warranty as set forth in Section7.: (a) Customer shall promptly pay ali amounts payable to BSA for
Services rendered up to the date of termination; and (b) Customer shall return or destroy, at the direction of BSA, BSA's
Proprietary Information in its possession. The termination or cancellation of this Agreement will not discharge or otherwise
affect any pre-termination obligations of either Party existing under this Agreement at the time of termination. Paragraphs
1.2, 4.1, 13 through 16, 18, 20 through 29, 36.3, Section 7„ and the provisions of this Agreemenf, which by their nature
extend beyond the termination of this Agreement, will survive termination of the Agreement. No action arising out of this
8
Agreement, regardless of the form of action, may be brought by Customer more than one(1)year after the date the action
occurred, or in the event of a breach of warranty timely noticed pursuant to Section 7, one (1)year after the date that BSA
has failed to cure the breach.
31. Payment Terms. Customer shall pay BSA for all amounts in accordance with this Agreement and Exhibit A.
32. Right to Withhold Payment. If BSA breaches any provision of this Agreement, Customer shall have a right to withhold all
payments due to BSA until such breach has been fully cured.
33. Travel Expense Reimbursement. All travel expense costs must be included in BSA's fixed price cost. Customer will not
make a separate payment for reimbursable expenses. All travel expense costs associated with unused training or post go-
live support days will be credited to Customer. Per Force Majeure, Customer shall not be liable for additional travel costs
incurred due for any reason outside BSA's control.
34. Funding Out. This Agreement shall terminate at such time, if any, that the Village of Tequesta Commission fails to
appropriate sufficient sums in the budget year for which the Agreement applies to pay the amount due.
35. Insurance.
35.1.BSA must have adequate insurance, for damage or loss, for all equipment and other valuables until such time as
Customer receives good and clear title. In defining insurance coverage,BSA shall secure full replacement value for the
system without the requirement that Customer 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 BSA shall be used to secure replacement
equipment for Customer.
35.2.Customer,at its option, may require BSA to provide certificates describing,to the satisfaction of Customer, evidence of
proper (as required by the state of Florida) workers compensation and liability insurance for all BSA staff and
representatives involved in the provision of Services by BSA. Customer shall be named as a primary additional insured
without any contribution from any insurance or self-insurance of Customer,unless prohibited by Florida Statutes.
35.3.BSA agrees to hold harmless and defend Customer and its agents, officials and employees from any liability, claim, or
injury related to or caused by fault or negligence of BSA employees or subcontractors. In order to demonstrate this
responsibility, BSA shall furnish Customer with evidence of valid commercial general liability insurance coverage in the
amount of one million dollars($1,000,000)for each occurrence for personal injury(including death or dismemberment)
and property damage related to or resulting from shipping, installation, operation, or removal of the proposed
automated system. The insurance policy shall make clear this coverage of Customer installation. Customer shall be
named as a primary additional insured without any contribution from any insurance or self-insurance of Customer,
unless prohibited by Florida Statutes. The insurance policy shall be initiated prior to the installation of the system and
maintained until Final Acceptance of the system by Customer according to the prescribed procedures. BSA shall
furnish to Customer 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
Customer by registered or certified mail shall be included.
36. Insurance Coverage. As a condition of performing work for Customer, BSA must provide satisfactory evidence of
insurance coverage as follows:
• Commercial general liability of at least$1,000,000;
• A minimum umbrella policy of$3,000,000;
• Professional Liability or Errors and Omissions Insurance with the provision to purchase an unlimited tail and a limit
of$2,000,000.
• Statutory workers compensation with$500,000 of Employers Liability for all sections.
The coverage shall be the minimum amounts and shall not be diminished during the term of this Agreement and BSA shall
provide copies of all certificates of insurance to the satisfaction of Customer as to coverage and content and shall maintain
such coverages 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 equivalent form and must indicate:
• That Commercial General Liability insurance policy includes coverage for item specified in 10.A above.
• A BesYs rating for each irisurance carrier at B+VII or better.
• That the insurance company will provide thirty(30)days written notice of cancellation to the certificate holder and
other words "endeavor to" and "but failure to mail such notice shall impose no obligation or liability of any kind
upon the company, its agents or representatives"do not apply or have been removed.
• That Customer is additional insured on the General Liability policy certified,
Insurance Options
9
General Liability limits may be attained by individual policies or by a combination of underlying policies with umbrella and/or
excess liability policies.
Notifv Your Insurance Aqent
BSA may prevent unnecessary follow up resulting from incomplete insurance certificates, by sending or faxing a copy of
these insurance requirements to BSA's agent when requesting an insurance certificate.
37. Governing Law and Venue. This Agreement shall be governed by, and construed in accordance with, the laws of the
state of Florida,without regard to its choice of law rules. BSA and Customer agree that the exclusive venue for any legal or
equitable action shall be the Courts of the County of Palm Beach, State of Florida, or in any court of the United States of
America lying in the Southeast District of Florida.
38. Entire Agreement. This Agreement, including appendices and referenced attachments, represents the entire agreement of
� Customer and BSA with respect to the subject matter hereof, and supersedes any prior agreements, understandings, and
representations, whether written, oral, expressed, implied, or statutory. Customer hereby acknowledges that in entering
into this Agreement, it did not rely on any information not explicitly set forth in this Agreement.
39. Export. Customer will comply with all applicable laws, including applicable export control laws that prohibit export or
diversion of certain products and technology to certain countries or individuals, including foreign nationals in the United
States. Customer undertakes to determine any export licensing requirements and to comply with such obligations. BSA
Software Products are deemed to be commercial computer software as defined in FAR 12.212 and subject to restricted
rights as defined in FAR Section 52.227-19 "Commercial Computer Software-Restricted Rights" and DFARS 227.7202,
"Rights in Commercial Computer Software or Commercial Computer Software Documentation", as applicable, and any
successor regulations. Any use, modification, reproduction release, performance, display, or disclosure of BSA's Software
Products by the U.S.Government shall be solely in accordance with the terms of this Agreement.
40. Severability. If any term or provision of this Agreement, or the application thereof, to any extent, be held invalid, illegal, or
otherwise unenforceable by a court of competent jurisdiction, the remainder of this Agreement or the application of such
term or provision to persons or circumstances, other than those as to which it is held invalid or unenforceable, will not be .
affected thereby, and each term and provision of this Agreement will be valid and enforced to the fullest extent permitted by
law.
41. Successors and Assigns. This Agreement shall be binding upon the successors, permitted assigns, representatives, and
heirs of the Parties hereto. For avoidance of doubt, any expanded use by Customer of the BSA Software Products, for
example, in the event of annexation or desired shared services, shall require the consent of BSA. This Agreement or any
part thereof shall not be assigned or subcontracted by BSA without the prior written permission of Customer;any attempt to
do so without said prior permission shall be void and of no effect. BSA 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 Customer and BSA. �
42. Merger or Acquisition. In the event that BSA is merged or acquired,the acquiring entity shall be required to honor all of
the terms of the existing Agreement.
43. Non-Performance Escalation Procedures. In the event that Customer determines that BSA is not performing in a
manner consistent with the intent and spirit of this Agreement or in a manner consistent with commonly accepted business
practices, then Customer shall have the right to, in the sequence shown: (a) formally notify BSA 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 BSA and Customer decision makers to attempt to resolve the non-
perFormance, (d) require a BSA employee to be on-site at Customer's location until the non-performance is resolved, (e)
request arbitration in Tequesta, Florida per terms of the American Arbitration Association or at Customer's sole option,
commencing suit in the Palm Beach County,the venue of which is agreed to by BSA, or(fl invoke the Termination clause
herein.
44. Force Majeure. "Force Majeure" is defined as an event beyond the reasonable control of a Party, including governmental
action, war, riot or civil commotion, fire, natural disaster, problematic weather, lack of availability of Customer provided
technology, labor disputes, restraints affecting shipping or credit, delay of carriers or any other cause that could not, with
reasonable diligence, be foreseen, controlled or prevented by the Party. Neither Party shall be liable for delays in
perForming its obligations under this Agreement to the extent that the delay is caused by Force Majeure. Force majeure
shall not be allowed unless:
44.1. Within five (5) days of the 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 majeure events.
44.2. Within seven(7)days after the cessation of the force majeure event,the party whose performance was delayed shall
provide the other party written notice of the time at which force majeure ceased and a complete explanation of all
pertinent events pertaining to the entire force majeure situation.
10
45. 120 Maximum. Under no circumstances shall delays caused by a force majeure extend beyond one hundred-twenty(120)
days from the scheduled delivery or completion date of a task, unless by prior to the end of the 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.
46. Right 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 scheduled date of
the task. If a cancellation due to a force majeure occurs before Final Acceptance, BSA may keep any parts of the system
as it can salvage, but must remove same at its own expense and BSA shall refund to Customer all of the License Fees paid
by Customer. If cancellation occurs due to a force majeure after Final Acceptance by Customer, the system shall remain
with Customer and BSA shall be entitled to any such payments as have accrued according to the payment schedule.
47. Effect of Regulation. Should any local, state, or national regulatory authority having jurisdiction over Customer enter a
valid and enforceable order upon Customer 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
actually necessary under the law. In such event,this Agreement shall remain in effect, unless the effect of the order is to
deprive Customer of a material part of its Agreement with BSA. In the event this order results in depriving Customer of
material parts or raising their costs beyond that defined in this Agreement, Customer shall have the right to rescind all or
part of this Agreement (if such a rescission is practical) or to end the Agreement term upon thirty (30) days written prior
notice to BSA. Should the Agreement be terminated under such circumstances, Customer shall be absolved of all penalties
and financial assessments related to cancellation of the Agreement. Customer shall not be charged for such compliance
beyond the cost of the annual maintenance and support fees. Customer shall also not be charged for analysis,
investigation, design, programming, conversion, or implementation of such compliance beyond the cost of the annual
maintenance and support fees.
48. Non-Collusion. BSA hereby represents and agrees that it has in no way entered into any contingent fee arrangement with
any firm, employee of Customer, or other person or entity concerning the obtaining of this Agreement. In addition, BSA
' agrees that a duly authorized BSA representative will sign a non-collusion affidavit, in a form acceptable to Customer that
' BSA has not received from Customer any incentive or special payments, or considerations not related to the provision of
the BSA Software Products and Services described in this Agreement.
49. Subcontractors. BSA may use subcontractors in connection with the work performed under this Agreement.When using
subcontractors, however, BSA must obtain written prior approval from Customer for activities or duties to take place at
Customer site. In using subcontractors, BSA agrees to be responsible for all their acts and omissions to the same extent as
if the subcontractors were employees of BSA, and all such acts and omissions shall be covered by BSA's insurance, as
required in the Agreement.
50. Control of Subcontractor, Project Team and Project Manager Designation. BSA understands that the successful
installation,testing, and operation of the BSA Software Products that is the subject of this Agreement shall be accomplished
by a cooperative effort. To most effectively manage this complicated process, BSA shall designate a single representative
to act as an ex-officio member of Customer's project management team and who shall have the authority to act on behalf of
BSA on all matters pertaining to this Agreement. Customer shall have the right to approve all subcontractors, Account/
Project Manager, and staff assigned to Customer by BSA. In the event that arr employee of BSA is, in the opinion of
Customer, uncooperative, inept, incompetent, or otherwise unacceptable, BSA agrees to remove such person from
responsibility in the project. In the event of such a removal, BSA shall, within fifteen (15) days, fill this representative
vacancy as described above. Regardless of whom BSA has designated as the representative, BSA remains the ultimate
responsible party for performing the tasks and responsibilities presented in this Agreement.
51. Survival Clause. All duties and responsibilities of any party that, either expressly or by their nature, extend into the future,
including the Confidentiality provisions,shall extend beyond and survive the termination or cancellation of this Agreement..
52. Price Proposal. The pricing identified m the Proposal Pricing Forms for any optional modules or services is valid for one
(1)years from the date of Go Live. Pricing increases would not exceed five(5) percent or standard increase,whichever is
lower.
53. No Hire of Certain Employees. BSA agrees that until three (3) years after Final Acceptance of the BSA Software
Products, BSA will not hire, employ, retain (directly or indirectly), or contract for services directly with any current or former
employee of Customer,without receiving prior written consent from Customer.
54. Public Records. BSA agrees to comply with the Florida Public Records Act to the fullest extent applicable,and shall, if this
agreement is one for which services are provided by doing the following:
1. BSA shall keep and maintain public records that ordinarily and necessarily would be required by the public agency in
order,to perform the service;
11
2. BSA shall provide the public with access to such public records on the same terms and conditions that the public
agency would provide the records at a cost that does not exceed that provided in Chapter 119, Florida Statutes or as
otherwise provided by law;
3. BSA shall insure that public records that are exempt or that are confidential and exempt from the public record
requirements are not disclosed except as authorized by law;and
4. BSA shall meet all requirements for retaining public records and transfer to the public agency,at no cost,all public
records in possession of the contractor upon termination of the Agreement and shall destroy any duplicate public
records that are exempt or confidential and exempt.All records stored electronically must be provided to the public
agency in a format that is compatible with the current information technology of Customer.
BSA and Customer agree that if BSA fails to comply with a public records request,then Customer must enforce the contract
provisions in accordance with the contract as required by Section 119.0701, Florida Statutes.Notwithstanding any other
requirement therein stated,BSA shall comply fully with the requirements of Florida Statutes 119.0701.
BSA Utility Billing software includes capabilities for purging inactive accounts.BSA agrees to walkthrough, upon request,
the data purging process with Customer on a yearly basis to remove records no longer required
55. Intellectual Property and Data Ownership. All information,data, publications and media created specifically for and paid
for by Customer or as a result of the Services identified in this Agreement is the property of Customer unless otherwise
noted, copyright protected, or defined or agreed to by both parties to this Agreement. BSA and Customer agree that
Customer retains the ownership of and all related rights to all Customer data stored on BSA Software Products. BS&A and
Customer agree that BS&A owns the intellectual property rights for any software created as part of this project.
56. Agreement 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-
material 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 all parties to the Agreement to be of
a major or complex nature, 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 delaying or failing to exercise the 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 subsequent time, enforce the right. The payment of funds to BSA by
Customer should in no way be interpreted as acceptance of the BSA Software Products or the waiver of performance
requirements.
57. Notice. All notices, requests, demands, and determinations under the Agreement (other than routine operational
communications), shall be in writing and shall be deemed duly given: (i)when delivered by hand; (ii)one (1) business day
after being given to a nationally recognized overnight delivery service for next-business-day delivery, all fees prepaid; (iii)
when sent by confirmed facsimile with a copy sent by another means specified in this provision;or(iv)six(6)calendar days
after the day of mailing, when mailed by United States mail, via registered or certified mail, return receipt requested,
postage prepaid, and in each case addressed as shall be set forth below. A Party may from time-to-time change its
' address or designee for notification purposes by giving the other prior written notice of the new address or designee and the
date upon which it will become effective.
If to BSA:
BSA Software
14965 Abbey Lane
Bath,MI 48808
Attn:Contracts Manager
Te I e p h o n e:51,7-641-8900
If to Customer: .
Finance Director ' .
Village of Tequesta ,
345 Tequesta Drive
Tequesta, FL 33469
12
Telephone No.: 561-768-0700
58. Independent Contractor. This is not an agreement of partnership or employment of BSA or any of BSA's employees by
Customer. BSA is an independent contractor for all purposes under this Agreement and has no authority to bind Customer
in any manner. BSA shall be solely responsibie for the withholding and reporting of all federal, state, and local income and
employment taxes for its employees. BSA acknowledges that it is not insured in any manner through Customer for any
bodily injury, personal injury,workers compensation or property loss whatsoever.
59. Contract Documents and Order of Precedence. BSA shall supply software technology, ancillary, training, and other
related implementation services adequate to accomplish the requirements as set forth in the contract. The text of the
Agreement without any Exhibits and Schedules shall control over any inconsistent text in any of the Exhibits or Schedules.
The parties agree that where there is not a conflict between this Agreement and the information presented in the referenced
documents, that all terms, conditions and offers presented in BSA's proposal shall, to the extent accepted by Customer, be
incorporated into the Agreement and shall be binding upon all parties to the Agreement. This Agreement includes the
foilowing Exhibits and Schedules:
Exhibit A—Payment Terms Generally
Schedule 1 to Exhibit A-License/Interface/Customization Fees
Schedule 2 to Exhibit A—Professional Services Fees
Exhibit 8—Maintenance and Support Fees
Exhibit C—Support Call Process
Exhibit D—Sfatement of Work
Exhibit E—Hardware Specificafions
IN WITNESS THEREOF,the Parties hereto have executed this Agreement as of the dates set forth below.
BSA SOF ARE INC. �
. i"
B .
Name:��VF�et1C1t ��
Tit�e: ACCQ��q� r Y.YP_Cl.l�i✓(�
�ate: 1 a -`�j_ 1 Lo
Customer:
A�entication , T VIL� OF TEQ EST
fLt�� gy:
Village Clerk �� , T�C"''�4.�
P pRF�Rq'QG�
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(VILLAGE S Q�j �•.,.N Date:
�: SEAL :�
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13
Telephone No.: 561-768-0700
58. Independent Contractor. This is not an agreement of partnership or employment of BSA or any of BSA's employees by
Customer. BSA is an independent contractor for all purposes under this Agreement and has no authority to bind Customer
in any manner. BSA shall be solely responsible for the withholding and reporting of all federal, state, and local income and
employment taxes for its employees. BSA acknowledges that it is not insured in any manner through Customer for any
bodily injury, personal injury,workers compensation or property loss whatsoever.
59. Contract Documents and Order of Precedence. BSA shall supply software technology, ancillary, training, and other
related implementation services adequate to accomplish the requirements as set forth in the contract. The text of the
Agreement without any Exhibits and Schedules shall control over any inconsistent text in any of the Exhibits or Schedules.
The parties agree that where there is not a conflict between this Agreement and the information presented in the referenced
documents, that all terms, conditions and offers presented in BSA's proposal shall, to the extent accepted by Customer, be
incorporated into the Agreement and shall be binding upon all parties to the Agreement. This Agreement includes the
following Exhibits and Schedules:
Exhibit A—Payment Terms Generally
Schedule 1 to Exhibit A-License/Interface/Customization Fees
Schedule 2 to Exhibit A—Professional Services Fees
Exhibit 8—Maintenance and Support Fees
Exhibit C—Support Call Process
Exhibit D—Statement of Work
Exhibit E—Hardware Specifications
IN WITNESS THEREOF,the Parties hereto have executed this Agreement as of the dates set forth below.
BSA SOF ARE INC.
, %
B .
Name:�����(1t ��
Title: �G('O14�� rYP.��VL
Date: �c� -rj- �(�p
Customer:
Alu�entication T VILL F TEQ EST
C��-��1cc.J � B �
Y�
Village Clerk �� , T�C""���.�,
P pRP�Rq'�G`�-
(VILLAGE S Q�,'•��G ���FN Date: I /
�: S EAL :D
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13
EXHIBIT A
Payment Terms
1. Customer shall pay BSA within thirty(30)days of invoice. Payments not received within thirty(30)days of the due date
shall be subject to a one and one-half percent (1.5%) per month interest charge (or, if lower, the highest amount
chargeable at law)assessed against the unpaid balance from the date due until the date payment is received
2. Any amount not subject to good faith dispute and not paid within thirty (30) days of the date of each invoice shall,
without prejudice to other rights and remedies, be subject to an interest charge equal to the lesser of 1.5% monthly or
the maximum interest charge permissible under applicable law, payable on demand. Any charges not disputed by
Customer in good faith will be deemed approved and accepted by Customer. For purposes of this Agreement, a good
faith dispute regarding amounts owed exists only if Customer provides in writing at least ten (10)days prior to due date
of payment on the invoice, notification of such dispute, the specific portion of the invoice in dispute, and the specific
grounds of the dispute (which must be asserted in good faith), and Customer pays in timely fashion such portions that
are not subject to such dispute.
3. BSA shall invoice Customer $25,685 upon Effective Date for BSA's Project ManagemenUlmplementation Planning
Fees and customization fees as set forth in Schedule 2.
4. BS&A shall invoice Customer for$15,900 upon completion of initial data extraction representing one half of the data
conversion costs.
5. BSA shall invoice Customer $54,870 upon installation of the BSA Software Products. Such amount equals BSA's
software license fees as set forth in Schedule 1.
6. BS&A shall invoice Customer$15,900 upon of acceptance of the final converted data representing the remaining one
half of the data conversion costs.
7. BSA shall invoice Customer $68,360 upon Final Acceptance. Such amount equals On-Site Implementation and
Training costs and travel expenses,as set forth in Schedule 2.
8. All unused training and post go-live days and associated travel expense costs shall be credited to Customer.
9. Customer shall be responsible for all taxes (including sales taxes) imposed as a result of any transaction associated
with this Agreement,exclusive of taxes on BSA's net income.
14
Schedule 1 to Exhibit A
License Fees
License Fees
Miscellaneous Receivables .NET $3,830
Building Department .NET $5,640
Accounts Payable .NET $3,830
Cash Receipting .NET $3,830
Fixed Assets .NET $3,830
General Ledger .NET $4,510
Payroll .NET $4,980
Purchase Order .NET $3,830
' Utility Billing .NET $10,000
Timesheets .NET $2,780
I� � Field Inspection .NET $3,150
Business Licensing .NET $3,160
AccessMyGov/Internet Services $1,500
Total License F.ees $58,250
15
Schedule 2 to Exhibit A
Professional Services Fees
Conversion, Customization and Implementation Services
Data Conversion
- General Ledger $2,400
- Accounts Payable $2,000
- Cash Receipting $1,800
- Payroll $3,800
- Fixed Assets $1,800
- Utility Billing $6,500
- Building Department $4,400
- Code Enforcement $3,800 �
- �Business Licensing $3,300
- Miscellaneous Receivables $2,000
I Sub-total $31,800
Customization Services
- Custom Import— County Property Data $1,600
- Custom Export— Leave hour to Bamboo HR $1,835 ,
Sub-total $3,435
Project Management & Implementation $22,250
Total — Conversion, Customization & Implementation $57,485
Training Services
Training $41,000
Travel Expenses $27,360
Total —Training &Travel $68,360
Total —Services $125,485
Grand Total - Software & Services $180,715
16
EXHIBIT B
� Maintenance and Support Fees
Miscellaneous Receivables .NET $770
Building Department $1,130
Accounts Payable .NET $770
Cash Receipting .NET $770
Fixed Assets .NET $770
General Ledger .NET $900 ,
Payroll .N ET $1,000
Purchase Order .NET $770
Utility Billing .NET $2,000
Timesheets .NET $560
Field Inspection .NET $630
Business Licensing .NET $630
AccessMyGov/Internet Services $1500
Grand Total $12,120
� Annual Onqoinq Maintenance and Support Fees $12,120
17
� EXHIBIT C
Support Call Process
BSA's standard hours for telephone Support are from 8:30 a.m.to 6:00 p.m. (EST), Monday through
Thursday, and 8:30 am to 5:00 Friday. In the event that a critical issue is reported prior to end of standard
support hours, BSA will provide extended Support as needed.
You can lodge a Support request in three ways: (i) Contact Customer Support option located within the
Help menu of all of our applications, (ii)our toll-free support line (1-855-BSA-SOFT), or(iii)or via email.
BSA targets less than thirty(30) minutes for initial personalized response("Initial Response Target").
Customer service requests fall into four main categories:
A. Technical. Questions or usage issues relating to I.T. functionality, future hardware purchases, and
configuration. BSA tries to resolve these issues within BSA's Initial Response Target or as soon
thereafter as reasonably possible. .
B. Questions/Support. General questions regarding functionality, use, and set-up of the applications.
BSA tries to resolve these issues within BSA's Initial Response Target or as soon thereafter as
reasonably possible.
C. Requests. Customer requests for future enhancements to the applications. Key product
management personnel meet with development staff on a regular basis to discuss the desirability and
priority of such requests. BSA tries to resolve these issues within BSA's Initial Response Target or as
soon thereafter as reasonably possible.
D. Defects/Issues/Bugs. Defects/Issues/Bugs (collectively"Errors")fall into three (3)subcategories:
I. Critical. Cases where an Error has rendered the application or a material component unusable
or not usable without substantial inconvenience causing material and detrimental
consequences to business --with no viable Customer workaround or altemative. The targeted
resolution time for critical issues is less than one (1)day.
I1. Moderate. Cases where an Error causes inconvenience and added burden, but the application
is still usable by Customer. The targeted resolution time for all moderate issues is within two
(2)weeks,which is within our standard update cycle.
ill. Minimal. Cases that are mostly cosmetic in nature, and do not impede functionality in any
significant way. These issues are assigned a priority level at our regular meetings, and
resolution times are to be mutually agreed upon.
Remote Support Process
Some Support calls may require further analysis of Customer's database or set-up to diagnose a problem or
to assist Customer with a question. BSA's remote Support tools share Customer's desktop via the Internet to
provide Customer with virtual on-site support. BSA's support team is able to quickly connect remotely to
Customer's desktop and view its setup, diagnose problems, or assist Customer with screen navigation.
18
EXHIBIT D
Statement of Work
Statement of Work
T�ible of Contents
1.Contact List............................................................................................................................................................................................20
2.Key Data from Proposal......................................................................................................................................................................21
3.Activities and Deliverables................................................................................................................................................................23
3.1 GL/Budgeting.................................................................................................................................................................................23
3.'l Accounts Payable..........................................................................................................................................................................23
4.Delivery Method...................................................................................................................................................................................28
}.1 Generalized Approach.................................................................................................................................................................28
4.2 Estimate Schedule.........................................................................................................................................................................30
5.Project Management Process............................................................................................................................................................32
5.1 Organization—Roles and Responsibilities.......................................................................................................................................32
5.2 Change Control..............................................................................................................................................................................33
6.Review and Approval..........................................................................................................................................................................34
7'nhle r:�f l�igu��es
Figurel: Delivery Process Overview..........................................................................................................................................................28
Figure2:Delivery Process-Execute Phase................................................................................................................................................29
Fi�ure 3:Cham,c Control Procedure...........................................................................................................................................................33
19
1. Contact List
This section provides the list of key contacts for both BSA and Village:
BS&A Contacts
Name Emai! Phone
Steve Rennell—Account Executive srennell(c�bsasoftware.com (517)641-8900
TBD-Financial Management Co-Project Manager TBD (5l7)641-8900
TBD—Financial Management Co-Project Mana�er TBD (S l7)641-8900
' Building Department Lead kkeyes(ci�bsasoftware.com (5l7)641-8900
Village Contacts
Nante Gmail Phone
Bi•ad Gontberg—Dir•ector of IT/IS hgontber•g rdteqe�esta.org (56!) 768-0554
Jodv Fors}�the—Finance Di�•ector j(orsythe@tequesta.org (561)575-6270
20
2. Key Data from Proposal
Cost Summary
Applicatio�r and Am:iral Service Fee pi•ices based or:an approximate population of 5,803 c�i�d 5,000 i�tilit}�customers. Softh�are
is licensed,for use only by municipaliry identi/ied on the cover page. lJ�usecf for additia�al entities or agencies,please contact
BS&A fo�•appropriate pricin,�. Pricei�subject to chnn,e if tlte acttra/cotrnt i.s signi/icantiv rliTf�rer�t tha�� the estinzatec/count.
Applications,New Purchase
Gencral Ledger NET $4,510
Accounts Payable.NET $3,830
Cash Receipting.NET $3,830
Purchase Order.NET $3,830
Payrol I.NET $4,980
Timesheets.NGT $2,780
Miscellaneous Receivables.NET $3,830
Fixed Assets.NET $3,830
Utility Billing.NET $10,000
Building Department.NET �5,640
Field Inspection.NET $3,150
Business Licensing.NET $3,160
AccessMyGov-Internet Services $1,500
Subtotal $54,870
Data Conversions
Convert existing Fundbalance data to BS&A format:
General Ledger(COA,Balances,Budget,Up to 10 Years Joumal Transaction history) $2,400
Accounts Payable(Vendors,Up to 10 years invoices and chcck hisrory) $2,000
Cash Receipting(Receipt items,Up to l0 years receipt history) $1,800
Payroll(Database Setup,Employee detail and YTD,Up to 10 years check history) $3,800
Fixed Assets(Assets and depreciation information) $1,800
Utility Billing $6,500
Convert existing Citizen Serve data to BS&A Fom�at
Building Department(per database) $4,400
Business Licensing(per database) $3,300
Convert existing IMS data to BS&A Forrnat
Code Enforcement $3,800
Database Set-up:
21
Miscellaneous Receivables(Setup of Billin��Items,Penulties) $2,000
Sub-total �31,800
No conversion to be performed for:
Purchase Order
Timesheets
Field Inspection
Custom Imports
Custom imE�or�%rorn third-partti�soTtx�are to populate and update Building Department databcise with parcels, $1,600
properties,and cun•ent otivners.
Cirstom export of leave hoiusJrom Bamhoo HR(/i�tal price tii�il/be determined base��on reqirirerne�xts). $1,835
Subtotal $3,435
Project Managemcnt and Implementation Planning
Services incle�de:
- Analv�ing customer processes to ensure all a•itical cornponents are addressed.
- Creating and managing the projec!schedule i��acca�dnnce with the custonter's e.risting processes and needs.
- Plunning ancl scheduling training around ant'planned process changes included i�z the project plan.
- Modif i�ing the pi•oject schedule as needed to accon7modate aiiv changes to the scope ai�d reqz�ii•ements of the project thal ar•e
discoti�ered.
- Providing a centra!contac�benreen the cus�omer's pr•oject leaders,developers,u•ainers, ITstafJ;conversaon staff, and othe��
resources reyuired throughotd the trunsi[ion period.
- Installing the softwar•e and provic�ing IT consultalion for neh+�ork,ser•ver,and tivorkstallon configuration and reguii•ements.
- Revietici��g and addressing!he speci/ications J'or needed customirations to meet customer needs(x�hen applicable).
$22,250
Implementation and Training
- Y1,000idur
- Dnt•s yi�o[ecf ar•e estimates; t oir ure hilled Jor nctu�d�lcrt�s usecl
Services include:
- Setting t�p user�s and usei•secirritr r�ights for each npplication
- Performing final process and proceda�re review
- Configtu•ing custom setting.s in each application to fit the��eeds of the customer
- Setting��p applicntron integration and work/low melMods
- Onsite verification of converted data for balancing and at�diting pttr•poses
- Training and Go-Live
Software Setup Days:3 $3,000
General Ledger.NET Days:2 $2,000
Accoimts Payable NET Days:3 $3,000
Cash Receipting.NET Days: I $1,000
Purchase Order.NET Days:3 $3,000
Payroll.NET Days:7 $7,000
Timesheets.NET Days:3 $3,000
Miscellaneous Receivables NET Days:2 $2,000
Fixed Assets NET Days: I $1,000
Utility Billing.NET Days:6 $6,000
Building Department.NET Days: 5 $5,000
Field Inspection.NET Days:3 $3,000
22
Business License/Tax.NET Days:2 $2,000
Total:41 Subtotal $41,000
Cost Totals
Not inch�ding Annual Service Fees
Applications $54,870
Data Conversions $31,800
Custom Imports $3,435
Project Management and Implementation Planning $22,250
Implementation and Training $41,000
Total Proposed $153,355
Travel Expenses $27,360
Grani Total (with Travel Expenses) $180,175
23
�� -- — - -
?ayment Schel ule
I"Payment: $25,685 to be invoiced upon execution of this agreement.
2°�i Payment: $15,900 to be invoiced up completion of initial data extraction.
3rd Payment $58,250 to be invoiced upon installation of software.
4°i Payment $15,900 to be invoiced upon acceptance of final converted data.
3'���Payment $70,360 to be invoiced upon finaf acceptance.
Annual Service Fees, New �urchases
Unlimited se�vice and suppo�•t during your fiist vear�x�ith the program ure indudecl in t�oui•ptu•chase price. Thereafter,Sercice Fees are
hi/led annualh�. BS&A 5ofnvare reserves the right to inci•ease the Annun[Sen�ice Fee bv no more than the yearlt'Consumers Price Inclex
(CPl1. -
General Ledger NET $900
Accotmts Payable.NGT $770
Cash Receipting.NET $770
Purchase Order.NET $770
Payroll .NET $1,000
Miscellaneous Receivables NET $770
Fixed Assets NET $770
� Utility Billing.NET $2,000
Timesheets.NET $560
Building Department NET $1,130
Fie1d Inspection.NET $630
Business Licensing.NGT $630
AecessMyGov/Building Department $6R0
AccessMyGov/Internet Serviccs $I.500
Total Annual Service,New Purchases $12,880
24
3. Activities and Deliverables
This section describes specific activities and deliverables that will be provided by BSA to fulfill the obligations set out in the proposaL Each
subsection includes the detailed requirements for:Data Conversion,Process Definition,and Cutover.
3.1 GL/Budgeting
Establish BS&A Databases
I. Extract preliminary data with conoborating reports
2. Confirm fiscal year end and desired GL format
3. Preliminary conversion development—Chart of Acco�mis,Budget&Balances,Transaction History
4. Preliminary conversion QC and documentation
5. Preliminary conversion data review
6. Extract final data with corcoborating reports
7. Convert final data
�. QC final BS&A database and documentation
9. Build GL banks and assign GL cash accounts
10. Set up due to/due from niles
I I. Verify final BS&A database at cutover
Establish BS&A Process
I. Re��ie���current GL process
a. Chart of Accounts analysis
b. Budget process and timing
c. Bank reconciliation process and timing
d. Pooled cash environments
e. Fimds with differing FYEs
f. Project accounting
g. Grant accottnting
2. Re��iew BS&A application functionality
3. Define BS&A process and training requirements
4. Establish Online Financial Scrvices processes and training requirements
5. Document BS&A process
6. Verify final BS&A process at cutover
7. Conduct General Ledger training(estimated 2 days on-site)
8. Conduct GASB34 reporting training(included in 2 days above)
9. Complete General Ledger acceptance testing
3.2 Accoiints Payable
Establish BS&A Databases
l. Extract preliminary data with corroborating reports
2. Confirm fiscal year end and dcsired GL format
3. Preliminary conversion development—Vendors,Transaction History
4. Preliminary conversion QC and documentation
5. Preliminary conversion data review
6. Extract final data with corroborating reports
7. Convert final data
a. If no conversion,import vendors list
8. QC final BS&A database and documentation
a. Verify 1099 vendors are marked
9. Verify fnal BS&A database at cutover
F.stablish BS&A Process
I. Review current AP process
a. Invoice entry process and timing
b. Approval process
c. Check run process and timing
2. Review BS&A application functionality
3. Define BS&A process and training req�iirements
4. Establish Online Financial Ser��ices processes and training requirements
25
5. Document BS&A process
6. Verify final BS&A process at cutover
7. Conduct Accounts Payable training(estimated 3 days on-site)
8. Conduct live Accounts Payable check run
9. Complete Accounts Payable acceptance testing
3.3 Cash Receipting
Establish BS&A Databases
1. Extract preliminary data with corcoborating reports
2. Preliminary conversion development
3. Preliminary conversion QC and documentation
4. Preliminary conversion da[a review
5. Extract finaf data with corroborating reports
6. Convert final data
7. QC hnal BS&A database and documentation
8. Verify final BS&A database at cutover
Establish BS&A Process
1. Review current CR process
a. Number of receipting stations
b. Confirm receipting hardware
requirements
c. Any required application interfaces
2. Rcview BS&A application functionality
3. Define BS&A process and trainin�requirements
4. Document BS&A process
5. Verify final BS&A process at cutover
6. Conduct Cash Receiptine training(estimate l day on-site)
7. Accept live payments into cash receipting
8. Complete Cash Receipting acceptance testing
3.4 Payroll
Establish BS&A Databases
L Extract preliminary data with corroborating reports
2. Preliminary conversion development-Employees,Paycodes,Expenses&Deductions
3. Preliminary conversion QC and documentation
4. Preliminary conversion data review
5. Extract final data with corroborating reports
6. Convert final daYa
7. QC final BS&A database and documentation
'�. Verify final BS&A database at cutover
Establish BS&A Process
I. Re��iew current Payroll process
Z. Review BS&A application functionality
3. Define BS&A process and training requirements
4. Document BS&A process
5. Verify final BS&A process at cutover
6. Verify import of hours from BS&A Timesheets
7. Verify export of direct deposit file
8. Conduct Payroll training(estimated 7 days on-site)
9. Run Parallel Payroll Cycle
10. Complete Payroll acceptance testing
3.5 Timesheets
Establish BS&A Databases
26
I. No Conversion
Establish BS&A Proccss
1. Review currcnt Time Entry process
2. Review BS&A application functionality
3. Define BS&A process and training requirements
4. Document BS&A process
5. Verify tinal BS&A process at cuto��cr
3.6 Miscellaneous Receivables
Establish BS&A Databases
L Extract preliminary data with corroborating reports
2. Preliminary conversion development-Customers,Billing&Payment History,Billing Items&Penalties
3. Preliminary conversion QC and documentation
4. Preliminary conversion data review
5. Extract final data with corroborating reports
6. Convert final data
7. Gather Miscellaneous Invoicing Information
8. Set-up Billing Items and Penalties
Establish BS&A Process
I. Review current Miscellaneous Invoicing process
2. Review cunent Loan/Assessment processes
3. Review BS&A application functionality
4. Define BS&A process and training requirements
5. Document BS&A process
6. Verify final BS&A process at cutover
7. Conduct Miscellaneous Receivables training(estimated 2 days on-site)
8. Generate livc invoices
9. Complete Miscel(aneous Receivables acceptance testing
3.7 Fixed Assets
Establish BS&A Databases
1. Extract preliminary data with corroborating reports
2. Preliminary conversion deve(opment-Assets&Depreciation
3. Preliminary conversion QC and documentation
4. Preliminary conversion data review
5. Extract final data with conoborating reports
6. Convert final data
7. QC final BS&A database and documentation 1099 vendors are marked
8. Venfy final BS&A database at c�itover
Establish BS&A Process
L Review current Fixed Assets process
2. Review BS&A application functionality
3. Define BS&A process and training requirements
4. Document BS&A process
5. Verify final BS&A process at cutover
6. Validate export file of Fixed Assets barcodes to reconcile with Bar Code scanner
7. Conduct Fixed Assets training(estimated 1 day on-site)
8. Complete Fixed Assets acceptance testing
3.8 Utility Billing
Establish BS&A Databases
27
I. Extract preliminary data from Fundbalance w�ith corrobora[ing reports
2. Preliminary conversion development-Accounts,Meters,Billing Items,Billine History
� 3. Preliminary conversion QC and documentation �
4. Preliminary conversion data review
5. Extract final data with cottoborating reports
6. Convert final data
7. QC final BS&A database and documentation
R. Verify final BS&A database at cutover
Establish BS&A Process
i. Review current Utility Billing process
2. Review BS&A application functionality
a.Final Bill Process
b.Meter Reading Export/Import Process with Sensus
c.Past Due/Shut-off Process
d.Bill Printing Process
e.Work Order Process
E Penalty Process
3. Bar code biil sca�ming process
4. Define BS&A process and training requirements
5. Document BS&A process
6. Verify ACH draft file
7. Verify bill printing export file
8. Verify final BS&A process(defined in item#2 above)at cutover
� 9. Conduct Utility Billing training(estimated 6 days on-site)
10. Run Parallel Billing Cycle
l l. Generate utility bills live in BS&A
12. Complete Utility Billing acceptance testing
3.9 Purchase Order
Establish BS&A Databases
L No Conversion
2. Set-up Purchase Order Approval Process
Establish BS&A Process
l. Review current Purchase Order process
2. Revie�v BS&A application functionality
3. Define BS&A process and training requirements
4. Document BS&A process
5. Verify final BS&A process at cutover
6. Conduct Purchase Order training(estimated 3 days on-site)
7. Re-enter opcn P�irchase Orders during training
8. Complete Purchase Order acceptance training
3.10 Building Department
Establish BS&A Databases
1. Extrac[preliminary data from Kiva with corroboratin�reports
2. �xtract preliminary historical data from MS Access database
3. Preliminary conversion development-Properties,Permits,Enforcements
4. Preliminary conversion QC and documentation
5. Preliminary conversion data review
6. Extract final data with conoboratine reports
7. Convert final data
8. QC final BS&A database and documentation
9. Verify final BS&A database at cutover
Establish BS&A Process
28
I. Review current Permit&Enforcement processes
2. Review BS&A application functionality
3. Define BS&A process and training requirements
4. Document BS&A process
6. Verify final BS&A process at cutover
7. Validate custom import of county parcels
R. Conduct Building DepaRment&Field Inspection Training(estimated 8 days)
9. Generate live pennits in BS&A
10. C'omplete Building Uepartment acceptance testing
3.10 Geileral Processes (apply to above)
Establish BS&A Databases
I. Install Software
2. Confieive Databases
3. Transfer Converted Data
Establish BS&A Process
L Create Required Forms(Purchase Order,Utility Bills,Checks,Work Orders,Receipts,Invoices,Permits)
2. Conduct Warm-up(pre Go Live)TraininQ Cash Receipting&Buildine Department
3. Begin Cut-over to BS&A �
4. Conduct Parallel Training(Payroll&Utility Billing)
5. Conduct Live Trainine(al(except Utility Billing&Payroll)
29
4. Delivery Method
This section describcs the method that BSA will�ise to deliver this project to the Village of Tequesta,Florida.This method is described in
, terms of the generalized approach and as a detailed schedule.
4.1 Generalized Approach
BSA will usc the following four-phase approach to fulfill the needs of Village of Tequesta,Florida:
Phase 1—Initiate
This phase encompasses the�cork necessaiy to achie��e a si�ned proposaL(This phasc is usually completed���ith the
signed proposal).
Phase 2—Plan
This phase follows the signed proposal and produces the detailed description for the work to be undertaken and the
schedule for the work,and is presented in the Statement of Work(this document).
Phase 3—Execute
This phase encompasses all of the activity necessary to bring into operation the applications provided by BSA and the
associated trainin�.
Phase 4—Close
This phase provides a formal conclusion of the project and the handover to BS&A's support team.
Figure 1:Delivery Process Overview
o�er sivma
asW�emen v�
_� Initiate Siprd
Sakmen
pl� CIVFaY
Plan �y���
Cn�
P2 ��
lFaHigCnr�k�
CerUAaBe
Execute
Siqetl
afbAtxrtCmileee
P3 ���
Clou �
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This diagram shows the general approach that BSA will follow to deliver this project.
30
Figiire L Delivery Process Execute Phase
------ ------ s�..mM,
orvm��
s�desa+ s�
� oeucmm�m
�
Establlsh BS&A
Data6aze
P9.1 Ameah�Aoeus
kr85&0.Rmtaa
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This diagram shows the activities within the Gxecute phase of the project,which are:
Establish BS&A database(s)
Establish BS&A process(s)
Instal(and cutover
Train Village staff
The details for each of these activities are provided in Section 3.
31
4.2 Estimated Schedule
Following is a high level estimated schedule based on approval of the project by November I5,2016. During the Kick-off
Meeting,a more detailed,finalized project plan and schedule will be reviewed and approved by both BS&A and Village
Project teams.
Task Responsible Parties Start Date End Datc
Project Approval/ECfective Date(Pavment Milestone) �'illage 12/19/l6 12/!9/16
Conduct Kick-off Meeting BS&A and Village I/8/17 1/8/17
Review Project Scope and Project Management Process BS&A I/8/l7 1/8/17
Establish Project Meeting Schedule BS&A and Villaee U8/17 1/8/17
Assemble BS&A Project Team BS&A 11;t'17 1/8/17
Assemble Village Project Team Village I/8/17 1/8/U
Creatc Ba�clinc Project Plan,�nd S�hedul� BS&:1��'illa�_c I/15!17 1/15/17
� I. , � �
�1�ct with��illagc IT Stafl to rc��ic���Har�l�i�arc Cuntigurations BS&A and Village 1l30/17 U30/17
Extract Preliminary Data from current System(Payment Milestone) BS&A and�'illage 1/30/17 U30/l7
Conduct Data Mapping and Develop Data Conversion Routines BS&A 2/1/l7 2/30/17
Conduct Review of Converted Data with Village BS&A and Village 3/3/17 3/3/17
Update Conversion and Data Mapping as Needed BS&A and Village 3/3/l7 3/IS/17
Conduct 2"�Data Review,If necessary BS&A 3/l6/17 3/16/17
Comnletc in;tallation of Pro,�rams(Pa��ment 1lilestone) BS&A 3'I S'17 3/15!l7
� •��
Con�luct On-�ite Pruc�;;R��i�����leetin� BS��A an�l��illuge � �n l7 ?,�9 17
Conduct Analysis of Current Fonns BS&A and Village 3/3/17 3/7/17
Conduct Review of Req�iired Reports BS&A and Village 3/3/l7 3/07/17
Develop Best Practices Recommendation BS&A 3/10/17 3/21/17
ApproveRecommendations Village 3/2U17 3/28/17
Create System Specification Document BS&A 4/U17 4/3!17
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Task Responsible Parties Start Date End Date
Approve System Specification Document Village 4/3/17 4/5/17
Create Forms BS&A 4/I/U 4/3/17
Create Reports BS&A 4/4/17 4/5/17
Conduct System Testing Village 4/IS/17 6/7/17
Conduct Final Data Extraction Village 6/12/l7 6/12/l7
Convert Final Data BS&A 6/l3/U 6/16/17
Acceptance ofFinal Converted Data(Payment Milestone) Village 6/16/l7 6/1R/l7
On-site Set-up for Users and Confieuration Items BS&A 6/1 Ul7 6/13/l7
On-site Trainine BS&A and Villagc 6!l5/17 8/15%17
-Conduct Utility Billing Trainin�� BS&A and Village Detail Training Schedule
To be created
-Conduct Utility Billing Parallel Rim BS&A and�'illage
-Conduct Payroll Training BS&A and Village
-Conduct Parallel Payroll Run BS&A and Village
-Conduct Financiai Applications Training BS&A and�'illage
-Conduct Building Department Trainin� BS&A and Village
Conduct Post Project Review&Assessment BS&A and Village 8/20/17 3820/17
Fi�al Acceptance(Payment Niilestone) Village 3/30i 17 8/30/17
Conduct Post Go-live Follow-up BS&A and Village September September
2017 2017
4.4 High-Level Task Breakdown & Respo►�sibility
Follo��in,is a high-level task breakdown for both parties.Responsibilities for each major activiry are based on the following scale:
Lead:The party ultimately responsible for the task.
Assist:The party provides active assistance in completing the task.
Participate:The party provides passive participation in a task.
Owns:The party solely responsible for the task.
Share:Both parties share equal responsibility for completing the task.
rone:The partp has no responsibility for completing the task.
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The table below provides the overall project tasks and responsibilities to be used on this project.This will be used to develop a more
detailed project work breakdown structure.
Project Task&Responsibilities
' Responsibility�
; � �`� , r �• � ����y
i i^t +� k? 5 �� 'S" 'h)
Descnption„g � � �;k � �' BS&A � �y� Uillafr'e
��:L �N.S.,. >3P..;S:�*tiir.s'"` il"F �T�, }.� ��k���4� yi-5.�+�3Y.-.�Cf;
Software Project Plan Development&Management LEADS ASSISTS
Define Software Project Standards&Procedures LEADS ASSISTS
Manage Software Deliverable Sign-offs LEADS PARTICIPATES
Manage Software Implementation Resource Scheduling OWNS NONE
Monitor Software Project Budget SHARE SHARE
Risk Management SHARE SHARE
Change Management LEADS ASSISTS
Manage Software Partner 3rd Party Implementations N/A N/A
Schedule Village Resources NONE OWNS
Project Status Meetings LEADS ASSISTS
Monitor Village Project Task Completion ASSISTS LEADS
Coordinate and Manage Internal Village Project Meetings NONE OWNS
Track Project Issues SHARE- SHARE
� �� � �
Network Management NONE OWNS
Software Database Administration LEADS ASSISTS
Coordinate System Backups ASSISTS LEADS
Install Software LEADS PARTICIPATES
�
Contract Signing SHARE SHARE
Project or Phase Kick-off LEADS PARTICIPATES
� , . � � ��
Scope Management LEADS ASSISTS
Schedule Management LEADS ASSISTS
Quality ManagemendTesting Plan LEADS ASSISTS
Communications Plan LEADS ASSISTS
Risk Management Plan LEADS ASSISTS
Change Management Plan LEADS ASSISTS
Training Plan LEADS ASSISTS
Conversion Planning LEADS ASSISTS
Vendor Forms LEADS PARTICIPATES
Finalize Project Management Plans PARTICIPATES LEADS
Chart of Accounts Analysis and Design � LEADS PARTICIPAT'ES
Software Installation LEADS PARTICIPATES
Verification Test LEADS PARTICIPATES
System Administration Training LEADS PARTICIPATES
� ��.
BS&A Software Capabilities Knowledge Transfer to Village LEADS PARTICIPAT'ES
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,, ;� ' 'Responstbthty��,,,;
_-�_ � ,.k rr '9:,T y�d}� '1tr r° �Y�` �` {�+���"�r$`�� �.ir �x��� ��:'ti � �'��. �3����� e�'..
'� � ;'.�S � ,�$�.,� 'v� '� s..!` ,��., �{S' 'i
Descriprion - �""' BS&A Village�'
Current Process Knowledge Transfer to BS&A PARTICIPATES LEADS
Design Document(Best Business Practices Recommendations) LEADS PARTICIPATES
Design Document Sign-off NONE OWNS
Conversions Analysis LEADS ASSISTS
Forms Analysis LEADS ASSISTS
Customization Discussion � LEADS ASSISTS
1 i i
Data Population
Data Conversion LEADS PARTICIPATES
Data Proofing PARTTCIPATES LEADS
Testing
' Policy Testing PARTTCIPATES LEADS
Integration Testing �PARTICIPATES LEADS
User Acceptance Testing ASSISTS LEADS
Create Form Designs LEADS PARTICIPATES
Proof&Accept Form Designs ASSISTS LEADS
� � � �
Go Live Planning LEADS PARTICIPATES
Final Conversion Validation ASSISTS LEADS
Training
End User Training LEADS PARTICIPATES
Perform Live Processes PARTICIPATES LEADS
, Transition to Support LEADS PARTICIPATES
Document Lessons Leamed SHARE SHARE
Project Acceptance PARTTCIPAT'ES LEADS
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5. Project Management Process
This section describes the following project management procedures that will b�used ro support the delivery of this project:
Organization
Chanee Control
RA[D Management(Risk,Action,Issue,Decision)
The primary transition from the sales to implementation process is via the Project Kick-off ineeting. Your BS&A sales contact���ill lead the
meeting and introduce the implementation staff,induding a project manager.From that point,the Project manager will be the primary focal
� point. The sales contact wi(1 remain actively engaged in the project to insure that the project remains on time and on budget.
Your Project Manager will oversee the implementation process,schedule a(I necessary meetings,data transfer and conversion,and schedule
trainine. All training proposed will be performed onsite at your oftices.
Discovery meetings are held to discuss/gathcr information about key topics like workFlow process,banking information including positive
pay/ACH,any imique reporting requirements,etc. As part of these meetings key team members from the municipa(ity are identified and
included,ensuring that all concerns arc hcard and any potential issues are addressed. Tl�e overall Project Management approach,along�vith
key activities at each stage,is as follows:
� . - . �
• Project Kickoff •Chart of Accounts • Run Parallel Cycles BS&A
• Implementation Plan Review and Legacy System
• Review Project Scope • Preliminary Data •Confirm Results
• Identify Project Team Conversion •Training Staff On-site to
• Review Roles& •Quality Control Testing Provide Assistance&
Responsibilities • Final Data Conversion Resolve Issues
•Software Installation •Transition to Support
•Current Process Review •System Security �
•On Site Assessment Configuration
• Best Practices •Workflow Setup
Recommendations •Custom Report
• IT Hardware Review Creation/Modification
• Project Review •Training
Meetings - • • •
. .
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5.1 Orga��ization - Roles and Responsibilities
This subsection describes the organiration that BSA will use to support the delivery of this project.
Project Specific Roles
BSA will use the following roles during the projecL
Project M1ianagement and Implementation Planning Director
' Has overall accountabiliry for the project and provides a point of escalation for the Village.
Co-Project Managers
BS&A employees co-project managers for the core financial management project. All
communication can be directed to either project manager,with a preference to include both.
Have day-to-day accolmtability for the project.
Village's point of contact for the entire project.
Manage and coordinate all activities and resources associated with the project.
Produces and maintains[he Project Plan.
Responsible for and leads the work associated with the development of the Village's new processes.
Lead on-site process review.
� De��elop best practices recommendations.
Databasc Technician
� Responsible for and leads the work associated with the developmcnt of the Village's new databases.
Implcmentation and Training Representatives
Responsible for and leads the cutover and delivery of the training.
� BS&A will have a lead implementation and training specialist responsible for one of two key areas:
Utility Billing or Payroll/HR/Timesheets. These individuals�vill ha��e expertise in one of the above
kcy areas,plus all core financial applications.
� Conducts parallel utility billing and payroll runs and validates o�itp��t.
BS&A will employ additional trainers as needed and as practical for the other financial applications.
IT
Assists with the extraction of test and production data from the Viliage's existing applications.
Responsible for the installation of the BS&A applications on the Village's production environment.
Subject hiatter Experts
BS&A wiil employ a subject matter export to lead all aspects of the Building Department
applications mieration.
� BSRA�cill also cmploy�a subject mattcr cxprrt for trainin�*on thc Buildin«D�E�artmant applications.
Notc: tl�ere may be a numbcr of people iLltilling cach role.
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5.2 Change Control
This subsection describes the Change Control procedure dlat BSA will use to support the delivery of projects.
Figure 3:Change Control Procedure
Charte Con4ol
Vrocedure
Clenjz Peauzu
R�ke cY nQe
Aepuirement -� Reqsest
InFeaPssesa�
ni ClanqeRe4iex
ll�ses�Inpact
A7
� Aaep
U�flrm Oulcomc
� Re�eQ
A3
Irnplemendtlon Char�e
Fro�eQMsi;er RequeRLo{ Nstomer
This diagram shows the Change Control Procedure and activities as follows:
Raise change reyuest
Assess impact
Confirm outcome
The details of diese activities are available in the Project Management Procedures document.
A 1. Raise Change Request
Any change that affects project scope,cost or timing will require an approved change controL If the Village identifies a change,
the Village can complete a change request and provide to BS&A. If BS&A identifies a change,they will confirm with the Village
that this change is appropriate before assessing the impact.
A2. Assess Impact
When BS&A receives a change request,we will determine the impact ro project scope,cost,Village resource requirement and/or
timing. BS&A will provide the Village with the completed change control for approval. Once approved,BS&A will add this to
the project plan and deliverables.
A3 Confirm Outcome
Once BS&A has completed the approved change request,thc Village will verify that work completed successfully.
BS&A�cill rcvieev a�v outstanding or potential Change Requests at tl�c regular status meetings or as needed.
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6. Review and Approval
There will be various review points during the project(see Project Schedule Dates)when a formal review of progress will be marked by the
confirmation of,and agreement to,specific deliverables,including:
:�pproval of Contract and Statement of Work(Pa�ment Niilestone).This will signify acceptance of the contract and statement
of���ork and beginning of the project.
lcceptance of Baseline Project Plan and Schedule. A detailed basclinc schedule will be provided to the Village for Re�icw and
.inproval.
Summary of On-site Process Review Meetings and Associated Recommendations. BS&A will document the information
captured in the on-site process re��ie�v and combine that�vith our best practice recommendations for review and approval by the
�'illa<�e.
BS&A Database and Conversion Approach.At this point,we will ask you to ackno�vledge d�at you have received the BS&A
Database and Conversion Approach,and that it represents an acceptable conversion plan for Cutover.
Initial Data Estraction(Papment Milestone).This will indicate that the Village has provided BS&A w�ith the initial data and
BS&A confinns data is in acceptable format to begin coirversion.
;lcceptance of Final Data Conversion(Payment Milestone).At this point,we will ask you to acknowledge that the Project
ti1anaeeinent and Implementation Planning Team has provided successftilly converted the data for transition to live use.
Installation Complete(Payment Milcstone).This will indicate that all programs have been installed on a Village server and are
operational.
Go-Live.This will bc the transition point where data will be entered in BS&A and no longer entered in the Village's legacy
system.
Training Complcte.At this point,�vc will ask you to acknowledge that the Implementation and Training Team has delivered
training consistent�vith the Statement of Work,or that some days were left unused and should not be billed.
Final Acceptance(Payment Milestone).At this point,«�e will ask you to ackno�vledge that BS&A has provided deliverables
consistent���ith the Statement of Work,and that any outstanding issues from the Implementation and Training processes have been
addressed or transferred to the Support Team.
Dcliverable acceptance shall follow the Acceptance Testing procedures outlined in Paragraph 25 of�thc License and Services Agreement.
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� __ _ _ � _ _ _ _ _ . __ _ _ _
� Appendix A= Change Control Form
Change Request Form
Change# Date Submitted
Requested By Date Required
Application/Area
Affected:
Description of Change:
No Changed Deliverable Reason or Description Net Change in
Cost
Total Net Chan es
Description of Any Change to Scope, Schedule or Village Resource Requirements:
Project Manager Approval:
Village of Tequesta BS&A Software
Signature Signature
Date: Date:
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