SOFTWARE SUBSCRIPTION SERVICE AGREEMENTAccela, Plan Review, E-Permit Hub, EPermithub, EDR, Adobe, Acrobat
PermitRocket Software, LLC (dba "ePermitHub")
SOFTWARE SUBSCRIPTION SERVICE AGREEMENT
This Software Subscription Service Agreement ("Agreement") is entered into on this day (the "Effective Date") between
PermitRocket Software LLC ("Company" - dba "ePermitHub"), and the City of Clearwater, FL ("Customer"). This Agreement
includes and incorporates the attached Subscription Terms and Conditions, as well as the below Exhibit A ("Order Form")
Form and other Exhibits, and contains, among other things, warranty disclaimers, liability limitations and use limitations.
There shall be no force or effect to any different terms of any related purchase order or similar form even if signed by the
parties after the date set forth below.
IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed as of the last date set forth below
by the undersigned authorized representatives of the parties, intending thereby to be legally bound.
[CUSTOMER]
By:
Name: William B. Home II
'Title: `City Manager
Date: 5/S)// 9
Name: George N. Cretekos
'Title: Mayor
Date:
[APPROVED TO FO
By:
Name: Owen Kohler
'Title: 'Assistant City Attorney
Date:
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[ATTEST]
By: F
vtfak. 0
;Name: `Rosemarie Call
'Title: [City Clerk
Date: /q
[PERMITROCKET SOFTWARE LLC]
!By:
!Name: Maykel Martin
Title: President
I Date: 04/26/19
1
SOFTWARE SUBSCRIPTION TERMS AND CONDITIONS
1. SUBSCRIPTION SERVICES AND SUPPORT
1.1 Subject to the terms of this Agreement,
Company will use commercially reasonable efforts to provide
Customer the Services in accordance with the Service Level
Terms attached hereto as Exhibit C ("Service Level Terms"). As
part of the registration process, Customer will identify an
administrative user name and password for Customer's
Company account. Subject to the limitations of Section 2,
Customer may authorize access to the Subscribed Services by
creating an unlimited number of unique usernames and
passwords ("Logins"). Company reserves the right to refuse
registration of, or cancel passwords it deems inappropriate.
1.2 Initial Service Term includes cutover checklist
development and 2 -business days remote Go -Live Support
Services in Production environment for City staff and customer
daily use (including afterhours & weekends). If required,
additional Go -Live Support, including on-site support will be
made available through an separate Statement of Work and will
be charged separately at Company's then -current time -and -
materials rates.
1.3 Support Terms: Subject to the terms hereof,
Company will provide Customer with reasonable technical
support services in accordance with the terms set forth in Exhibit
D ("Technical Support Terms").
1.4 The following are not covered by support
terms of Exhibit D ("Technical Support Terms"), but may be
separately available at rates and on terms which may vary from
those described herein: a) Services required due to misuse of
the Subscribed Services; b) Services required by Customer to
be performed by Company outside of Company's usual working
hours; c) Services required due to external factors including, but
not necessarily limited to, customizations, or modifications not
developed or authorized by Customer, Customer's use of
software or hardware not authorized by Company; or d) Services
required to resolve or work -around conditions which cannot be
reproduced in Company's support environment.
2. RESTRICTIONS AND RESPONSIBILITIES
2.1 Customer will not, directly or indirectly:
reverse engineer, decompile, disassemble or otherwise attempt
to discover the source code, object code or underlying structure,
ideas, know-how or algorithms relevant to the Services or any
software, documentation or data related to the Services
("Software"); modify, translate, or create derivative works based
on the Services or any Software (except to the extent expressly
permitted by Company or authorized within the Services); use
the Services or any Software for time-sharing or service bureau
purposes or otherwise for the benefit of a third party; or remove
any proprietary notices or labels. With respect to any Software
that is distributed or provided to Customer for use on Customer
premises or devices, Company hereby grants Customer a non-
exclusive, non -transferable, non-sublicensable license to use
such Software during the Term only in connection with the
Services.
2.2 Further, Customer may not remove or export
from the United States or allow the export or re-export of the
Services, Software or anything related thereto, or any direct
product thereof in violation of any restrictions, laws or
regulations of the United States Department of Commerce, the
United States Department of Treasury Office of Foreign Assets
Control, or any other United States or foreign agency or
authority. As defined in FAR section 2.101, the Software and
documentation are "commercial items" and according to DFAR
section 252.2277014(a)(1) and (5) are deemed to be
"commercial computer software" and "commercial computer
software documentation." Consistent with DFAR section
227.7202 and FAR section 12.212, any use modification,
reproduction, release, performance, display, or disclosure of
such commercial software or commercial software
documentation by the U.S. Government will be governed solely
by the terms of this Agreement and will be prohibited except to
the extent expressly permitted by the terms of this Agreement.
2.3 Customer represents, covenants, and
warrants that Customer will use the Services only in compliance
with Company's standard published policies, which are found at
http://bit.ly/permitrocketsupportpolicv &
http://bit.ly/permitrocketdataprivacy, then in effect (the "Policy")
and all applicable laws and regulations. Customer hereby
agrees to indemnify and hold harmless Company against any
damages, losses, liabilities, settlements and expenses
(including without limitation costs and attorney's fees) in
connection with any claim or action that arises from an alleged
violation of the foregoing or otherwise from Customer's use of
Services. Although Company has no obligation to monitor
Customer's use of the Services, Company may do so and may
prohibit any use of the Services it believes may be (or alleged to
be) in violation of the foregoing, with provision of notice to
Company with a description of the violation.
2.4 Where applicable, the Subscribed Services
will be hosted by Company at a physically secure commercial
third -party hosting facility. Company will perform system
administration duties as required to maintain the service levels
described in Exhibit C ("Service Level Terms") and to facilitate
timely restoration of Customer's data and operations, if
necessary, following unanticipated interruptions of the
Subscribed Services. Company will implement suitable network
security measures to minimize the likelihood of unanticipated
interruptions of the Subscribed Services.
2.5 With respect to any Software that is
distributed or provided to Customer for use on Customer
premises or devices, Customer shall be responsible for
obtaining and maintaining any equipment and ancillary services
needed to connect to, access or otherwise use the Services,
including, without limitation, modems, hardware, servers,
software, operating systems, networking, web servers and the
like (collectively, "Equipment"). Customer shall also be
responsible for maintaining the security of the Equipment,
Customer account, passwords (including but not limited to
Form Approved by Legal (20180905) Page 2 of 38
administrative and user passwords) and files, and for all uses of
Customer account or the Equipment with or without Customer's
knowledge or consent and Customer releases Company from
any liability for claims relating to its obligations under the
Section.
3. CONFIDENTIALITY; PROPRIETARY RIGHTS
3.1 Each party (the "Receiving Party")
understands that the other party (the "Disclosing Party") has
disclosed or may disclose business, technical or financial
information relating to the Disclosing Party's business
(hereinafter referred to as "Proprietary Information" of the
Disclosing Party). Proprietary Information of Company includes
non-public information regarding features, functionality and
performance of the Services. Proprietary Information of
Customer includes non-public data provided by Customer to
Company to enable the provision of the Services ("Customer
Data"). The Receiving Party agrees: (i) to take reasonable
precautions to protect such Proprietary Information, and (ii) not
to use (except in performance of the Services or as otherwise
permitted herein) or divulge to any third person any such
Proprietary Information. The Disclosing Party agrees that the
foregoing shall not apply with respect to any information after
five (5) years following the disclosure thereof or any information
that the Receiving Party can document (a) is or becomes
generally available to the public, or (b) was in its possession or
known by it prior to receipt from the Disclosing Party, or (c) was
rightfully disclosed to it without restriction by a third party, or
(d) was independently developed without use of any Proprietary
Information of the Disclosing Party or (e) is required to be
disclosed by law.
3.2 Customer shall own all right, title and interest
in and to the Customer Data. Company shall own and retain all
right, title and interest in and to (a) the Services and Software,
all improvements, enhancements or modifications thereto, (b)
any software, applications, inventions or other technology
developed in connection with Professional Services or support,
and (c) all intellectual property rights related to any of the
foregoing.
3.3 Notwithstanding anything to the contrary,
Company shall have the right collect and analyze data and other
information relating to the provision, use and performance of
various aspects of the Services and related systems and
technologies (including, without limitation, information
concerning Customer Data and data derived therefrom), and
Company will be free (during and after the term hereof) to (i) use
such information and data to improve and enhance the Services
and for other development, diagnostic and corrective purposes
in connection with the Services and other Company offerings,
and (ii) disclose such data solely in aggregate or other de -
identified form in connection with its business. No rights or
licenses are granted except as expressly set forth herein.
4. PAYMENT OF FEES
4.1 Customer will pay Company the then
applicable fees described in Exhibit A ("Order Form") for the
Software Subscription Services and Professional Services in
accordance with the terms therein (the "Fees"). The initial
Form Approved by Legal (20180905)
Software Subscription Service Fees are invoiced on Agreement
effective date. Subsequent annual Software Subscriptions are
due on the anniversary of the prior Software Subscription Fee
invoice date. Professional Service Fees are invoiced according
to the Payment Terms found in Exhibit E ("Statement of Work")
. If Customer's use of the Services exceeds the Service Capacity
set forth on the Order Form or otherwise requires the payment
of additional fees (per the terms of this Agreement), Customer
shall be billed for such usage and Customer agrees to pay the
additional fees in the manner provided in Exhibit B ("Pricing
Guide") hereto. Company reserves the right to change the Fees
or applicable charges and to institute new charges and Fees at
the end of the Initial Service Term or then current renewal term,
upon thirty (30) days prior notice to Customer (which may be
sent by email). Any price increase will be capped at 5% for the
renewed Services and will be effective at the start of the renewal
term. If Customer believes that Company has billed Customer
incorrectly, Customer must contact Company no later than
60 days after the closing date on the first billing statement in
which the error or problem appeared, in order to receive an
adjustment or credit. Inquiries should be directed to Company's
customer support department.
4.2 Company may choose to bill through an
invoice, in which case, full payment for invoices issued in any
given month must be received by Company according to the
Payment Terms in the Order Form. If Customer is exempt from
certain taxes, Customer will provide Company with an
appropriate certificate of exemption. Otherwise, Customer shall
be responsible for all taxes associated with Services other than
U.S. taxes based on Company's net income.
4.3 Customer is responsible for keeping
Company accurately informed of Customer's billing and contact
information and all requirements, including but limited to
purchase order reference. If any Fees are not received from
Customer by the due date, they will accrue interest at the rate of
one and a half percent (1.5%) of the outstanding balance per
month, or the maximum rate permitted by law, whichever is
lower. If any amount owing by Customer under this Agreement
for any of the Services is thirty (30) or more days overdue,
Company may, without limiting Company's other rights and
remedies, accelerate Customer's unpaid fee obligations under
this Agreement (including any Order Form or Statement of
Work) so that all such obligations become immediately due and
payable, suspend the Subscription Service and/or stop
performance of the Professional Services until such amounts
are paid in full.
5. TERM AND TERMINATION
5.1 Subject to earlier termination as provided
below, this Agreement is for the Initial Subscription Service Term
as specified in the Order Form, and shall be automatically
renewed for additional periods of the same duration as the Initial
Subscription Service Term (collectively, the "Term"), unless
either party requests termination at least sixty (60) days prior to
the end of the then -current term.
5.2 Professional Services Terms at Exhibit E
("Statement of Work") will commence on the date listed in the
Page 3 of 38
first Order Form or Statement of Work and continue for the
period designated in such Order Form or Statement of Work.
The term of the Professional Services Terms will be
automatically extended to the last date specified in all Statement
of Works and Professional Services Orders issued by Company.
5.3 Customer shall have the right, without any
obligation to assign any reason, at Customer's sole option, to
terminate this Agreement for convenience by giving thirty (30)
days prior written notice to Company, provided however, that
Customer shall remain liable for all Fees for the remainder of the
then current Term and Customer shall not be entitled to any
refund or credit for any unused Term.
5.4 In addition to any other remedies it may have,
either party may also terminate this Agreement upon thirty (30)
days' notice (or immediately in the case of violation of Section 2
or for nonpayment), if the other party materially breaches any of
the terms or conditions of this Agreement and fails to cure the
breach during the notice period. Customer will pay in full for the
Subscribed Services up to and including the last day on which
the Services are provided. Upon any termination, and assuming
Company is hosting database portion of the software, Company
will make all Customer Data available to Customer for electronic
retrieval via a database export for a period of thirty (30) days,
but thereafter Company may, but is not obligated to, delete
stored Customer Data. All sections of this Agreement, which by
their nature, remain applicable after termination will survive
termination, including, without limitation, accrued rights to
payment, confidentiality obligations, warranty disclaimers, and
limitations of liability.
6. WARRANTY AND DISCLAIMER
Company shall use reasonable efforts consistent with generally
recognized commercial practices and standards for similar
services to maintain the Services in a manner which minimizes
errors and interruptions in the Services and shall perform the
Professional Services with personnel who have the necessary
general skills, knowledge and experience with generally
recognized practices and standards. Services may be
temporarily unavailable for scheduled maintenance or for
unscheduled emergency maintenance, either by Company or by
third -party providers, or because of other causes beyond
Company's reasonable control, but Company shall use
reasonable efforts to provide advance notice in writing or by e-
mail of any scheduled service disruption. HOWEVER,
COMPANY DOES NOT WARRANT THAT THE SERVICES
WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES
IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY
BE OBTAINED FROM USE OF THE SERVICES. EXCEPT AS
EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES
AND PROFESSIONAL SERVICES ARE PROVIDED "AS IS"
AND COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS
OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED
WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A
PARTICULAR PURPOSE AND NON -INFRINGEMENT.
7. INDEMNITY
7.1 Company shall hold Customer harmless from
liability to third parties resulting from infringement by the
Services of any United States patent or any copyright or
misappropriation of any trade secret, provided Company is
promptly notified of any and all threats, claims and proceedings
related thereto and given reasonable assistance and the
opportunity to assume sole control over defense and settlement;
Company will not be responsible for any settlement it does not
approve in writing. The foregoing obligations do not apply with
respect to portions or components of the Services (i) not
supplied by Company, (ii) made in whole or in part in accordance
with Customer direction or specifications, (iii) that are modified
after delivery by Company, (iv) combined with other products,
processes or materials where the alleged infringement relates to
such combination, (v) where Customer continues allegedly
infringing activity after being notified thereof or after being
informed of modifications that would have avoided the alleged
infringement, or (vi) where Customer's use of the Services
resulting in the claim, is not in accordance with this Agreement.
If, due to a claim of infringement, the Services are held by a court
of competent jurisdiction to be or are believed by Company to
be infringing, Company may, at its option and expense (a)
replace or modify the Services to be non -infringing provided that
such modification or replacement contains substantially similar
features and functionality, (b) obtain for Customer a license to
continue using the Services, or (c) if neither of the foregoing is
commercially practicable, terminate this Agreement and
Customer's rights hereunder and provide Customer payment of
an amount equal to any prepaid, unused fees for the Services.'
8. LIMITATION OF LIABILITY
NOTWITHSTANDING ANYTHING TO THE CONTRARY,
EXCEPT FOR BODILY INJURY OF A PERSON, COMPANY
AND ITS SUPPLIERS, OFFICERS, AFFILIATES,
REPRESENTATIVES, CONTRACTORS AND EMPLOYEES
SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT
TO ANY SUBJECT MATTER OF THIS AGREEMENT OR
TERMS AND CONDITIONS RELATED THERETO UNDER
ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR
OTHER THEORY: (A) FOR ERROR OR INTERRUPTION OF
USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF
DATA OR COST OF PROCUREMENT OF SUBSTITUTE
GOODS, SERVICES OR TECHNOLOGY OR LOSS OF
BUSINESS; (B) FOR ANY INDIRECT, EXEMPLARY,
INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES;
(C) FOR ANY MATTER BEYOND COMPANY'S REASONABLE
CONTROL; OR (D) FOR ANY AMOUNTS THAT, TOGETHER
WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS,
EXCEED THE FEES PAID BY CUSTOMER TO COMPANY
FOR THE SERVICES UNDER THIS AGREEMENT IN THE 12
MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE
LIABILITY, IN EACH CASE, WHETHER OR NOT COMPANY
HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES.
9. ADDITIONAL CUSTOMER TERMS
Any terms and conditions required by Customer under
applicable statute, judicial order or agency policy will be as
Form Approved by Legal (20180905) Page 4 of 38
stated in Exhibit F ("Additional Customer Terms").
10. GENERAL
(i) The parties acknowledge that the terms of each of the
Exhibits to this Agreement (inclusive of any supplements or
attachments thereto), including, but not limited to, the
disclaimers, limitations of liability, and other general provisions
thereof, are incorporated into and form a part of this Agreement.
(ii) Each party specifies its address set forth above for receipt of
notices under this Agreement. This Agreement may be signed
in one or more identical counterparts, each of which will be an
original, but all of which together will constitute one instrument.
(iii) If any provision of this Agreement is found to be
unenforceable or invalid, that provision will be limited or
eliminated to the minimum extent necessary so that this
Agreement will otherwise remain in full force and effect and
enforceable. (iv) This Agreement is not assignable, transferable
or sublicensable by either party without the other party's written
consent, except that Company may assign all or any of its rights
and obligations as stipulated in Section S.4 of Exhibit E. (v) This
Agreement is the complete and exclusive statement of the
mutual understanding of the parties and supersedes and
cancels all previous written and oral agreements,
communications and other understandings relating to the
subject matter of this Agreement, and that all waivers and
modifications must be in a writing signed by both parties, except
as otherwise provided herein. No agency, partnership, joint
venture, or employment is created as a result of this Agreement
and Customer does not have any authority of any kind to bind
Company in any respect whatsoever. (vi) In any action or
proceeding to enforce rights under this Agreement, the
prevailing party will be entitled to recover costs and attorney's'
fees. All notices under this Agreement will be in writing and will
be deemed to have been duly given when received, if personally
delivered; when receipt is electronically confirmed, if transmitted
by facsimile or e-mail; the day after it is sent, if sent for next day
delivery by recognized overnight delivery service; and upon
receipt, if sent by certified or registered mail, return receipt
requested. (vii) This Agreement shall be governed by the laws
of the State of Florida without regard to its conflict of laws
provisions. The exclusive venue selected for any
proceeding or suit in law or equity arising from or incident to this
Agreement will be Pinellas County, Florida.
Form Approved by Legal (20180905) Page 5 of 38
Customer:
EXHIBIT A: PERMITROCKET SOFTWARE SUBSCRIPTION ORDER FORM ("ORDER FORM")
City of Clearwater, FL
Date: 05/02/19 PO / TBD
Contract #:
Software Service: ePermitHub Digital Plan Room Software Subscription Service
Software Service
Term Fee:
per 12 -month term, payable in advance, subject to the Service Capacity, the terms
$55,746.00 of Section 4 of the Software Subscription Service Agreement attached hereto, and
Exhibit B attached hereto.
Plan Review Per Project
1,800
I Project Volume: Price:
Software Service capped at above listed Plan Review Project Volume during the Service Term,
subject to the terms of Section 4 of the Software Subscription Service Agreement attached hereto,
and Exhibit B attached hereto.
$30.97
Service
Terms:
5 Years
Software Service
I Capacity:
Professional
:Services Fee
(one-time):
Payment Method: Check
1 Billing Information:
$59,550.00
Address:
Contact:
IPhone:
1 Email:
Professional
Services:
Company will provide Customer Professional Services as
described in a Statement of Work attached hereto as Exhibit E,
and Customer shall pay Company Professional Fee subject to
Payment Terms in Exhibit E.
i Billing Method: Email Payment Terms: Net 30
Delivery Information:
Finance Department
P.O. Box 4748
!Clearwater, FL 33758-4748
Kristina Cook
727-562-4357
helpdesk(a�mvclearwater.com
Address:
Contact:
Phone:
Email:
Information Technology
1100 S. Myrtle Ave.
Clearwater FI, 33756
Jeremy Williams
727-562-4842
Ijeremy.williams a(�myclearwater.com
• This Order Form is governed by the attached applicable master Software Subscription Service Agreement.
• Payment obligations hereunder are non -cancelable and any sums when paid shall be non-refundable, except as
provided in the Subscription Service Agreement.
• If Customer requires additional on-site assistance, a separate estimate and Statement of Work will be provided.
• If this Order Form is executed and/or returned to Company by Customer after the Order Date above, Company
may adjust the Order Start Date and Order End Date without increasing the total price based on the date
Company activates the products and provided that the total term length does not change.
• Annual Subscription fees do not include hardware or equipment. Please contact your selected hardware vendor
for additional hardware or software costs.
I [CUSTOM
By:
Name: ;Gina Clayton
!Title: Interim Planning & Development Services Director
Form Approved by Legal (20180905) Page 6 of 38
EXHIBIT B: EPERMITHUB DIGITAL PLAN ROOM PRICING GUIDE ("PRICING GUIDE")
ePermitHub Digital Plan Room
Pricing Guide
EPERMITHUB
Current as of May 5th, 2018
Form Approved by Legal (20180905) Page 7 of 38
1. Introduction
The following guide explains how the ePermitHub Digital Plan Room Software Service is priced. Related
Professional Services are priced separately, and detailed in Statement of Work documents as necessary.
To ensure our pricing model is supportive of creating mutually beneficial relationships with our Customers,
we developed the following Pricing Credo to guide us in structuring our pricing:
• Principle #1: We believe the way we price should directly align with why our customers use our
solutions and receive value from those solutions.
• Principle #2: We believe our pricing model should scale up or down based on how our Customers
use our solutions.
• Principle #3: We believe how we price should be transparent and supportive of how our
Customer's plan their annual budgets.
• Principle #4: We believe we have a financial responsibility to all our Stakeholders (e.g.,
Customers, Employees, Investors, etc.) to ensure our continued and sustainable success as a
Company.
The ePermitHub Digital Plan Room Software Service pricing model is based on usage. The remaining
sections of this guide explain how our usage -based pricing model works.
2. Definitions
a. ePermitHub Digital Plan Room Software Service ("Service"): Software service designed and
offered by PermitRocket Software (dba, ePermitHub) to help government permitting agencies, who
are our Customers, more efficiently process a greater volume of permit plan reviews submitted by
agency customers with improved accuracy and higher customer and agency staff satisfaction.
b. Customer: Customer spelled with a capital 'C' distinguishes our Customers (aka, government
permitting agencies) from our Customers' customers (i.e., Architects, Engineers, Contractors,
Developers, Owners, general public, etc.).
c. Software Service Term ("Term"): Service is licensed on a 12 -month subscription basis and is
priced based on the estimated annual Plan Review Project volume during a given Term multiplied
by the per Project price.
d. Value Metric: The pricing metric that best correlates with how Customers perceive value from a
given product or service. A vendor's value metric determines both how they charge and limit the
usage of the product or service.
e. Plan Review Project ("Project"): A Project is any permit application requiring a plan review.
Consistent with Principle #1 of our Pricing Credo, the Project is the value metric we use to
determine both the Term Fee and limit Service Usage during the Term.
f. Per Project Price: The unit cost of a Project processed through the Service.
g. Service Capacity ("Capacity"): The total Project count the Customer may process through the
Service within a given Term without incurring additional charges. The Capacity represents the
upper limit on the estimated number of Projects to be processed through the Service during the
Term.
h. Service Usage ("Usage"): The actual number of Projects processed through the Service at any
point during a Term.
i. Project Credit ("Credit"): A downward dollar adjustment applied to Customer's subsequent Term
Fee based on Usage in prior Term being less than prior Term's Capacity. Subject to Credit Cap
restrictions.
Form Approved by Legal (20180905) Page 8 of 38
j. Project Debit ("Debit"): An upward dollar adjustment applied to a subsequent Term's Fee based
on Customer's Usage during prior Term being greater than prior Term's Capacity. Subject to Debit
Cap restrictions.
k. Project Credit Cap ("Credit Cap"): A 20% cap on number of accrued Credits within a given Term.
I. Project Debit Cap ("Debit Cap"): A 20% cap on the number of accrued Debits within a given
Term where payment for those Debits is rolled over to the subsequent Term.
m. Debit Overage Blocks: Project Debits in blocks of 20% of the then current Term's Capacity
invoiced when Customer exceeds 20% Debit Cap on current Term's Capacity within the first nine
(9) months of that Term.
3. How the Pricing Works
a. The ePermitHub Digital Plan Room software service ("Service") is licensed on a subscription basis
with a 12 -month Service Term ("Term").
b. The Plan Review Project ("Project") is the value metric used to determine the price of the
Customer's Term. In other words, our Customers pay based on the number of Projects they
process through the Service during a given Term (aka, "Usage"). Therefore, there are no
restrictions on the number of:
i. Submittal cycles per Project, or documents per submittal.
ii. Users leveraging the Service, which means 3rd party reviewing agencies (i.e., other
counties/cities, public/private utilities, state agencies, regional planning authorities, etc.)
can use the Service with no additional licensing required. There is also no restriction or
additional payment required for public users (i.e., Architects, Engineers, Contractors,
Developers, the general Public, etc.) submitting Projects for approval.
iii. Project types (e.g., site plans, building plans, ROW plans, utility plans, etc.) configured in
the Service.
c. Each Term includes a Project Capacity ("Capacity") representing the total Project count the
Customer may process through the Service within that Term without incurring additional charges.
d. A given Term's Fee is calculated by multiplying the Term's Capacity by the per Project price.
Volume discounts may apply.
e. Based on prior Term's final Usage relative to the Term's Capacity, Customers receive Project
Credits ("Credits") or Project Debits ("Debits") applied to the subsequent Term. Credits have a
Project Credit Cap ("Credit Cap") restricting the number of accrued Credits within a Term. Debits
have a Project Debit Cap ("Debit Cap") restricting the number of accrued Debits within a Term
where payment for those Debits is rolled over into the subsequent Term. The final count of Credits
and Debits accrued during a given Term is calculated on the day following the end of that Term.
i. For additional detail on how Credits work, including Credit Cap restrictions, see Section
5 below.
ii. For additional detail on how Debits work, including Debit Cap restrictions, see Section 6
below.
iii. For additional detail on budgeting for a subsequent Term before knowing the final Credit
or Debit count on the prior Term, please see Section 7 below.
f. Quarterly Usage reports are provided for Customers during each Term detailing the Term's Usage.
To assist Customers in understanding in detail how both initial and subsequent Term fees are calculated,
and how to budget for subsequent Terms before knowing the prior Term's final Credit or Debit count, the
following questions are answered herein:
1. How is the initial Term fee calculated?
2. How is a subsequent Term's fee calculated if there are Credits?
Form Approved by Legal (20180905) Page 9 of 38
3. How is a subsequent Term's fee calculated if there are Debits?
4. How do you budget for a subsequent Term before knowing the final Credit or Debit count from
the prior Term?
4. Calculating the Initial Service Term Fee
a. Customer's initial Term fee is calculated by multiplying the total Project count from the previous
calendar year (or trailing twelve months) as reported by the Customer by the per Project price. See
following example calculation:
Figure 1: Calculating Initial Service Term Fee
Last Calendar Year Total # of Projects as Reported by Customer 100
(x) Per Project Price
Initial Term Fee
$40
$4,000
b. The total Project count from the latest calendar year (or trailing twelve -months) as reported by the
Customer sets the Capacity for the initial Term.
c. Customer's Capacity agreed upon for the initial Term may be less than the actual previous calendar
year (or trailing twelve months) Project count as reported by the Customer. However, if Customer
goes over their Capacity within a given Term, Customer may be required to purchase additional
Capacity within that Term subject to Debit Cap restrictions detailed in Section 6 below.
5. Calculating a Subsequent Service Term's Fee with Project Credits
a. To provide price protection for our Customers in the event a significant percentage less than the
total Project count estimated for a given Term is processed through the Service by the conclusion
of that Term, Credits are calculated against the prior Term and applied to the subsequent Term
fee.
b. Credits are calculated on a per Project basis. There is a Credit Cap of 120% of a given Term's
Capacity on the potential number of Credits accrued within that Term.
c. Figures 2 and 3 below show how Credit counts and dollar values are determined. In both examples,
the prior Term's Capacity assumed is 100 Projects. Therefore, the maximum Project Credits
available during the Term is 20 Projects (100 Projects x 20% Credit Cap). The first example shows
a Customer that processed 90% of the prior Term's Capacity of 100 Projects by the conclusion of
the prior Term, which results in 10 Credits worth $350. The second example shows a Customer
that processed 70% of the prior Term's Capacity of 100 Projects by the conclusion of the prior
Term, which results in 20 Credits, not 30 Credits, worth $700.
Figure 2: Calculating Project Credit Count & Value (Scenario A - Within
'20% Project Credit Cap)
Prior Term's Capacity 100
`Prior Term's Usage 90
Credit Count Accrued in Prior Term
10
Form Approved by Legal (20180905) Page 10 of 38
Credit Count Accrued in Prior Term
(x) Per Project Price
Credit Amount Applied to Subsequent Term's Fee
10'.
$40
$400
I Figure 3: Calculating Project Credit Count & Value (Scenario B -
Greater than 20% Project Credit Cap)
Prior Term's Capacity
Prior Term's Usage
100
70
Prior Term's Unprocessed Project Capacity 30
'Prior Term's Unprocessed Project Capacity
(-) # of Unprocessed Projects Outside 20% Credit Cap
Credit Count Accrued in Prior Term
i
Credit Count Accrued in Prior Term
(x) Per Project Price
Credit Amount Applied to Subsequent Term's Fee
30
10
20!
20
$40'i
$800
d. Outstanding Credits are applied to the subsequent Term's fee. Figures 4 and 5 below show how
the subsequent Term's fee is calculated assuming the Credit values respectively from Figures 2
and 3 above. In both below examples, the subsequent Term's Capacity is assumed to have
increased to 125 Projects from 100 Projects in the prior Term.
!Figure 4: Calculating Subsequent Service Term Feewith Accrued
Credits - Scenario A
Subsequent Term Capacity Anticipated
l(x) per Project Price
Subsequent Term Subtotal;
Subsequent Term Subtotal
1(-) Prior Term Credit Amount (see Figure 2)
Subsequent Term Total Including Prior Term's Credit
125'
$40
$5,0001
$5,000
$400;
$4,6001
Figure 5: Calculating Subsequent Service Term Fee with Accrued
'Credits - Scenario B
Subsequent Term Capacity Anticipated
(x) per Project Price
1251
$40
Subsequent Term Subtotal`
$5,0001
Form Approved by Legal (20180905) Page 11 of 38
Subsequent Term Subtotal
(-) Prior Term Credit Amount (see Figure 3)
Subsequent Term Total Including Prior Term's Credit.
$5,000;
$800'.
$4,200
e. If the Customer does not renew their Term, the Customer may process Projects through the Service
up to the amount of the outstanding Credit count. Outstanding Credits automatically expire sixty
(60) following the end of the Term at which time the Service is canceled. Credits are non-
refundable.
6. Calculating a Subsequent Service Term's Fee with Project Debits
a. Debits are calculated on a per Project basis. Within a current Term, if the Customer exceeds the
Capacity, the Customer accrues Project debits where each Project processed over the Term's
Capacity equals one Project debit. For example, if the Capacity for that Term is 100 Projects, but
110 Projects are ultimately processed during that Term, then the Customer accrues 5 Project
debits. See following example calculation:
Figure 6: Calculating Project Debit Count & Amount
Prior Term's Usage
(-) Prior Term's Capacity
Debit Count Accrued in Prior Term
Debit Count Accrued in Prior Term
(x) Per Project Price
110
100;
10
$40'
Debit Amount Applied to Subsequent Term's Fee $400
b. There is a Debit Cap of 120% of a given Term's Capacity on the potential number of Debits accrued
within that Term where payment for those Debits is rolled over into the subsequent Term based on
the following schedule:
i. Debits accrued at any point during the current Term up to 120% of that Term's Capacity
are paid with the subsequent Term's invoice.
ii. Debits accrued over 120% of the current Term's Capacity within the last three (3) months
of that Term are also paid with the subsequent Term's invoice.
iii. Debits accrued over 120% of the current Term's Capacity within the first nine (9) months
of that Term are invoiced Debit Overage Blocks as incurred within the current Term. Each
Debit Overage Block represents 20% of that Term's Capacity. At the end of that Term, if
there is unused Capacity from a Debit Overage Block, that Capacity rolls over as Credits
in the subsequent Term.
c. See below example using the Debits example from Figure 6 above.
;Figure 7: Calculating Subsequent Service Term Fee with Accrued
Debits
Form Approved by Legal (20180905) Page 12 of 38
Subsequent Term Capacity Anticipated
(x) Per Project Price
125'
$40
Subsequent Term Subtotal $5,000;
Subsequent Term Subtotal
(+) Prior Term Debit Amount (see Figure 6)
$5,000
$400
Subsequent Term Total Including Prior Term's Debit $5,400'
d. If the Customer does not renew their Term, then the Customer is only invoiced for the amount of
the outstanding Project debits accrued during the prior Term.
7. Credits, Debits and Budgeting for Subsequent Service Terms
a. Our usage -based pricing model has the benefit of aligning directly with both how our Customers
receive value from the Service and how our Customers charge their customers. However, per
Section 3.e above, the final count of Credits and Debits accrued during a given Term is calculated
on the day following the end of that Term, which is the first day of the subsequent Term. Therefore,
the final Credit or Debit amount applied to the subsequent Term's fee is not known until the
subsequent Term starts and well after Customers budget for their subsequent Term. This budgeting
problem is primarily an issue during the initial Term given there is no historical Service Usage data
available during the initial Term. When budgeting for any subsequent Term following any prior Term
other than the initial Term, Customers will have historical Usage data available to accurately
estimate the subsequent Term's Capacity requirements.
b. With respect to Credits, the budgeting challenge detailed in in Section 7.a above is Tess of an issue
because accrued Credits only result in Customers coming in under budget by no more than 20%
given the Credit Cap detailed in Section 5.b above.
c. With respect to Debits, the budgeting challenge detailed in in Section 7.a above is more acute
because certain accrued Debits are paid with the subsequent Term's invoice. Therefore,
Customers need a way to budget for potentially accrued Debits before knowing the final accrued
Debit count of a given Term.
d. However, per Sections 6.b and 6.c above, any Debits accrued 120% or Tess of the prior Term's
Capacity at any point during the prior Term, or any Debits accrued over 120% of the prior Term's
Capacity during the final three (3) months of the prior Term, are paid with the subsequent Term's
invoice. Per Section 6.d above, any Debits accrued greater than 120% of the prior Term's Capacity
within the first nine (9) months are invoiced and paid within that Term.
e. Therefore, if Customers budget for the subsequent Term immediately following the initial Term
based on projected Usage in the subsequent Term, and include a contingency of up to 20% of the
prior Term's Capacity, it is highly likely the subsequent Term's final fee will be that amount or less.
f. See below example showing how to calculate and budget for potential accrued Debits using the
20% contingency on the initial Term's Capacity as a guideline. This example uses both the initial
Term Capacity of 100 Projects from Figure 1 above and the subsequent Term Capacity anticipated
of 125 Projects from Figure 3 above.
IFigure 8: Budgeting for Subsequent Service Term Following Initial
[Term
'Initial Term's Capacity (see Figure 1) 100
Form Approved by Legal (20180905) Page 13 of 38
20% Initial Term Capacity Contingency
Subsequent Service Term Capacity Anticipated (see Figure 4)
(+) 20% Initial Term Capacity Contingency
Subsequent Service Term Budgeted Capacity!
Subsequent Service Term Budgeted Capacity
(x) Per Project Price
Subsequent Service Term Budget Total
20
125
20.
145
145:
$40
$5,800
g. In the examples above shown in Figures 4, 5, 7 and 8, it is assumed the subsequent Term's
Capacity increased to 125 Projects from 100 Projects in the prior Term. There are two reasons
Capacity might increase Term -over -Term. First, the Customer projects an increase in the rate of
development activity within the Customer's market during a subsequent Term, which results in
more permit applications requiring plan reviews in the subsequent Term as compared to the prior
Term. Second, the Customer decides to expand their use of the Service into additional departments
from one Term to the next. For example, during the initial Term, only the Building department used
the Service, but in the subsequent Term the Planning department also starts using the Service.
h. Per Section 3.f above, to assist with budgeting for subsequent Terms, Customers are provided
quarterly Usage reports during each Term detailing the Term's Usage.
Form Approved by Legal (20180905) Page 14 of 38
EXHIBIT C: SOFTWARE SUBSCRIPTION SERVICE LEVEL TERMS ("SERVICE LEVEL TERMS")
Company will (a) make the Software Subscription Services ("Services") available to Customer pursuant to this Agreement
and the applicable Order Forms, (b) provide applicable Company standard support for the Services to Customer at no
additional charge in accordance with the terms set forth in Exhibit D ("Technical Support Terms"), and/or upgrade support,
(c) use commercially reasonable efforts to make access to the Services available 24 hours a day, 7 days a week, except
for: (i) planned downtime (of which Company shall give advance electronic notice as provided in the Documentation), and
(ii) any unavailability caused by circumstances beyond Our reasonable control, including, for example, an act of God, act of
government, flood, fire, earthquake, civil unrest, act of terror, strike or other labor problem (other than one involving Our
employees), Internet service provider failure or delay, Non -Company maintained systems or networks, or denial of service
attack.
Form Approved by Legal (20180905) Page 15 of 38
EXHIBIT D: TECHNICAL SUPPORT TERMS ("TECHNICAL SUPPORT TERMS")
In support of the Subscribed Services, Company will provide Technical Support to Customer with:
A. A telephone number to contact Company's live technical support facility, which is available from 8:00 a.m. until 8:00
p.m. Eastern time Monday through Friday ("Support Hours"), excluding Company's observed holidays including:
New Year's Day, Martin Luther King, Jr. Day, Presidents' Day, Memorial Day, Independence Day, Labor Day,
Veterans' Day, Thanksgiving Day, Day after Thanksgiving, Christmas Eve, Christmas Day, and New Year's Eve;
B. Access to an online support portal to which Customer may submit routine or non-critical support requests, which
Company will address during its regular business hours;
C. Access to archived software updates and other technical information in Company's online support portal, which is
continuously available. Where support is needed to address non-functioning or seriously impaired Services and
there is no reasonable workaround available, Company will promptly respond to the support request and use
commercially reasonable efforts to provide updates toward resolution of the issue.
Company will use commercially reasonable efforts to respond to all Helpdesk tickets based on its assessment of the issue
and on the following schedule:
Level of
Severity
Description of Severity
Characteristics
Response
Time
Level 1 -
Critical
Critical Business Impact: Critical issue
occurring on production system
preventing business operations. A large
number of users are prevented from
working with no procedural workaround.
1. System hangs or crashes
2. Critical functionality not available
3. Data loss or data corruption
4. Large number of end users blocked
from work
5. Impact is escalating quickly
1 hr
Level 2 -
Major
Significant Business Impact: Major
issue occurring on production system
severely impacting business. A large
number of users are impacted by issue
but they are still able to work in a limited
capacity.
1. Significant performance degradation
2. Important functionality not available
3. Small number of users blocked from
work
4. Impact is escalating
4 hrs
Level 3 -
Medium
Normal Business Impact: Issue
causing a partial or non-critical loss of
functionality on production system. A
small number of users are affected.
1. Some system functions not available
2. Minor performance degradation
3. Small number of users impacted
4. Impact is not escalating
8 hrs
Level 4
- Low
Minimal Business Impact: Issue
occurring on non -production system
or question, comment, feature
request, documentation issue or
other non -impacting issue.
1. Incorrect product behavior without
impact
2. Product question or enhancement
24 hrs
Form Approved by Legal (20180905)
Page 16 of 38
Customer is limited to two technical contacts at any one time authorized to submit Helpdesk tickets to Company Technical
Support as identified below:
;CUSTOMER TECHNICAL CONTACT #1 1 CUSTOMER TECHNICAL CONTACT #2
;Name: ;Jeremy Williams Name:
_Title IT Manager Title
Email 727-562-4842 i Email
Phone Jeremy. williams(a�myclearwater.com Phone
Form Approved by Legal (20180905) Page 17 of 38
EXHIBIT E: STATEMENT OF WORK
Statement of Work
Prepared For: Clearwater, FL
CLEARWATER
BRIGHT AND BEAUTIFUL • BAY TO BEACH
PermitRocket Software, LLC (dba, ePermitHub) Statement of Work Regarding
ePermitHub Digital Plan Room Project
02/12/2019
Latest Update: 12/22/2018
Form Approved by Legal (20180905) Page 18 of 38
Statement of Work
ePermitHub ("Company") shall perform the Services (described below) for the City of Clearwater, FL ("the Customer") to
implement the ePermitHub Digital Plan Room components into the Accela Civic Platform. This Statement of Work ("SOW")
defines the Services to be provided by the Company.
ePermitHub provides a cutting edge web -based electronic plan review solution in partnership with Accela, the largest
permitting software vendor. This solution, called the ePermitHub Digital Plan Room, is designed to not only meet
requirements of government permitting agencies around the United States, but also specifically meet the unique
requirements for agencies within Florida, including full support for securely signed and sealed electronic plans using digital
signatures per the following Florida Administrative Code Rules:
• 61G1-16.005 - Board of Architecture and Interior Design Procedures for Signing and Sealing Electronically
Transmitted Plans, Specifications, Reports or Other Documents
• 61G15-23.004 - Board of Professional Engineers Procedures for Digitally Signing and Sealing Electronically
Transmitted Plans, Specifications, Reports or Other Documents
The Company estimates the project timeline at between 4 months. Please see the Project Timeline Summary Table for
additional details in Appendix A: ePermitHub Digital Plan Room Proiect Plan Draft.
Problem Statement
The Customer currently employs a PDF -based plan review process using Accela EDR + Adobe Acrobat. PDF -based plan
review has many challenges, but the main issues faced by the Customer are:
• Document control/sheet versioning challenges
• Inefficient and manual correction report development
• Difficulty quickly and accurately validating Digital Signatures on sealed plans per the Florida Administrative Code
for the Board of Examiners for Engineers and Surveyors
• Slower than expected review speeds
• Inefficient collaborative environment among all stakeholders, including customers
Ultimately, these challenges reflect on the quality of customer service offered to the community. Additionally, the Customer
will face increasing pressure to modernize their operational efficiency regarding plan review and approval because the
construction industry is rapidly adopting advanced technologies (i.e., Building Information Model (BIM), Augmented Reality
(AR), Virtual Reality (VR), mobile construction software, etc.) to conduct their business of creating our Built World. This
industry technology shift is pressuring government regulatory bodies, such as the Customer, to adopt more modern and
efficient plan review processes and related electronic plan review tools.
Project Objective
To complete the implementation of the ePermitHub Digital Plan Room components into the Accela Civic Platform, including
the Accela Citizen Access public portal. Upon completion, Customer staff will have access to integrated digital review
capabilities, including automated digital signature validation, automated document and sheet versioning, collaborative issue
management, and 2D electronic markups completely from within the Accela Civic Platform User Interface. In addition, the
Customer's customers will have the ability to easily submit plans and manage the corrections process, including adding
resolution comments and uploading subsequent resubmittals, from within the ePermitHub public portal seamlessly
embedded within the Customer's Accela Citizen Access portal.
Form Approved by Legal (20180905) Page 19 of 38
Implementation Services Overview
Phase 1 - Implementation Phase
Phase 1 Deliverables:
1. Project kick-off and initiation
• Project kick-off presentation
• Establish communication and project tracking plan via Trello
• Setup remote access to Customer's environment
• Review and adjust project scope, if necessary
2. Digital Plan Room Installation
• Review infrastructure requirements and preparation (with technical staff)
• Verify that all Accela Civic Platform prerequisites are in place
• Install Digital Plan Room components into Customer's DEV environment
• Install and/or setup Digital Plan Room database
• Provide documentation on the installed components
3. Digital Plan Room Configuration Analysis
• Define configuration for each Plan Review record type
• Determine all needed document types
• Plan document upload configuration
• Plan Digital Signatures validation configuration
• Plan Accela workflow integration configuration points
• Design final approved set cloning business logic
• Determine Accela to Digital Plan Room role mappings
• Determine Digital Plan Room disciplines configuration
• Determine required Approval Stamps
4. Digital Plan Room Configuration
• Configure Accela Civic Platform standard choices as defined in previous Deliverable
• Configure new Accela document types and associated business rules
• Configure Digital Signature validation
• Configure Digital Plan Room EMSE library and required scripts
• Implement custom EMSE scripting as determined during Configuration Analysis
• Design, create and configure Approval Stamps as determined during Configuration Analysis
Phase 2 - User Acceptance Phase
Phase 2 Deliverables:
1. Administrative and technical training
• Digital Plan Room Administration training
• Provide Administration Training Documentation
2. User training
• Digital Plan Room End User training
• Provide End User training documentation
3. User Acceptance Testing (UAT)
• Assist Customer in the UAT effort and validation of system configuration
• Resolve issues resulting from Customer User Testing
• Provide recommendation on testing strategy and best practices
Form Approved by Legal (20180905) Page 20 of 38
• Agree on UAT completion date and Go -Live date
4. Agency Customer Enablement
• Produce contextually relevant public -facing training and help web -based videos for licensed
professionals, contractors, owners and the general public submitting plans
• Produce public -facing User Guide for licensed professionals, contractors, owners and the general public
submitting plans
Implementation Services Notes
• See Appendix A below for a detailed Project Plan draft.
• Expenses: Actual amounts of any reasonable and customary travel expenses incurred during the performance of
services under this SOW will be billed to the Customer in line with the Customer's Travel & Expense policy. The
Company will bill Customer for actual expenses incurred for travel and lodging/living, as well as other approved out-
of-pocket expenses (such as mileage, parking, toll charges). The Company will work with Customer to manage
and control its expenses and will not incur expenses in excess of the initial contracted budget below without
Customer's prior written consent. Expense receipts will be made available as requested by the Customer. Project
assumption is all implementation services will be conducted remotely. Assuming Customer desires onsite trip, we
estimate no more than 2 onsite trips might be needed. Each trip is estimated at $2,000 each. Should the Customer
desire onsite trips, a Change Order will be required prior to travel commencing to cover the cost of those additional
trips.
• Projects Put On Hold: It is understood that sometimes Customer priorities are revised requiring the Customer to
place the ePermitHub Digital Plan Room implementation on hold. The Customer must send a formal written request
sent to the Company in order to put the project on hold. A project can be on hold for up to 30 days without invoking
the termination clause (see Services Agreement). After that time, The Company can choose to cancel the rest of
the Statement of Work. To finish the project will require a new Statement of Work at new pricing.
• Final Go -Live support and services are included in the Subscription Services, which are not part of this SOW. Please
refer to the Company Subscription Order Form and Terms and Conditions for details. However, for easy reference,
here are the services included in Go -Live Support delivered as a part of the Subscription license payment:
Go -Live Production Support included in Subscription License:
1. Development of cutover checklist
2. Deployment assistance and support prior to moving to Production
3. ePermitHub Digital Plan Room used in Production environment for City staff and customer daily use
• Schedule and delivery are contingent on availability and access to Customer staff resources.
Payment Terms & Delivery Schedule
Total compensation for the above defined Implementation Services is not to exceed the Project Total specified in the Project
Total Summary table below all exclusive, and will be paid according to the Phase Payment Schedules listed below the
Project Total Summary table:
Form Approved by Legal (20180905) Page 21 of 38
Project Total Summary
Role
Total
Project Manager
$8,072.16
Consulting Engineer
$46,355.66
Trainer
$5,122.17
Project Totals
$59,550.00
Payment Schedule
Deliverable
Total
1
$3,272.50
2
$8,963.80
3
$10,851.42
4
$22,053.80
Phase Totals
$45,141.52
!t Schedall
Deliverable
Total
1
$1,080.64
2
$3,385.99
3
$8,933.26
4
$1,008.59
Phase Totals
$14,408.48
The Company will submit an invoice to the Customer upon completion of each Deliverable and will be paid in accordance
with Net 30 payment terms. Deliverable timelines are contingent upon timely compensation.
By:
D BEEN,
LTi
E]
ACCEPTED BY: PE
By:
oc
SOFTWA
EI
Name:
Jeremy Williams
Name:
Maykel Martin
Title:
IT Manager
Title:
President
Date:
05/02/19
Date:
04/26/19
Form Approved by Legal (20180905)
Page 22 of 38
Appendix A: Detailed ePermitHub Digital Plan Room Project
Plan
1. Project Plan Overview
The following section describes the specific activities and tasks that will be executed to meet the business objectives and
business requirements of the Customer. In support of the implementation effort as described above, the Company will
provide the below detailed implementation services. For each deliverable, a description is provided as well as criteria for
acceptance of the deliverable.
Success Criteria
The definition of project success is critical to the end of defining appropriate expectations from the start of a project.
Success is defined for each phase of the project so the team can measure as it iterates towards the final goal as follows:
• Phase 1: Standalone test deployment delivered with incorporated feedback, ready to start acceptance testing
• Phase 2: Acceptance testing and user training completed, go -live date determined
2. Deliverables
Phase 1: Implementation Phase
The goal of this phase is to create a test Digital Plan Room deployment on the Accela Civic Platform that the Customer staff
can start using as a test bed for acceptance and feedback. During this phase the main features of the Digital Plan Room
deployment will be implemented into the the Customer's Accela test environment. Each Deliverable in this phase defines a
set of tasks carried out to complete the implementation.
Phase 1 - Deliverable 1: Project kick-off and initiation
Project initiation is comprised of project planning activities, project management and tracking template creation in Trello,
establish project issue tracking and communication methodology and conduct the project kickoff meeting.
As part of initiation the following tasks will be conducted:
• Establish communication plan and create Project Management dashboard in Trello
• Identify team members that will be responsible for deliverable sign -off and document procedures
• Setup remote access to Customer's DEV infrastructure in preparation for installation
• Review and adjust project scope base on additional finding, if necessary
• Conduct project kickoff meeting, in which we will review project objectives, methodology, timeline, roles and other
key project elements.
The Project Kickoff Meeting includes a formal presentation by the project team to review project objectives, methodology,
timeline, roles and responsibilities, risks, and other key project elements with project stakeholders.
Company Responsibilities:
• Provide timely and appropriate responses to Customer's reasonable requests for information
• Coordinate project planning activities
• Complete Baseline Project Trello Board, and Project Kickoff Presentation deliverables with input from appropriate
Customer resources
Form Approved by Legal (20180905) Page 23 of 38
Customer Responsibilities:
• Identify and set expectations with key resources and subject matter experts for ongoing participation in the project.
• Provide timely and appropriate responses to the Company's requests for project planning input and meeting
logistics requests.
• Include Project Sponsor in Project Kickoff Meeting.
Acceptance Criteria:
• Creation of Project Management dashboard in Trello
• Completion of the Project Kickoff Meeting
Phase 1 - Deliverable 2: Digital Plan Room Installation
During the installation step the Company team will review the Digital Plan Room installation requirements with the
Customer's technical team, including infrastructure and software prerequisites. Once the prerequisites are confirmed to be
in place in the Customer's DEV environment, the Digital Plan Room software components will be installed and verified to
be working properly. Documentation on the software setup architecture specific to the Customer will be provided to the
Customer's technical team for reference.
Company Responsibilities:
• Provide timely and appropriate responses to Customer's request for information.
• Consult with Customer resources to provide technical input and answer technical questions related to the
requirements for the Digital Plan Room.
Customer Responsibilities:
• Provide timely and appropriate responses to Company's requests for information
• Provide Company with remote access to Customer's infrastructure to perform install
Acceptance Criteria:
• All relevant components of the Digital Plan Room software installed on Customer's infrastructure
• Confirmation of ability to log into Digital Plan Room software
• Installation architecture document provided to Customer
Phase 1 - Deliverable 3: Digital Plan Room Configuration Analysis
Configuration Analysis is comprised of the activities required to define the appropriate configuration of the Digital Plan
Room and its integration points with the Accela Civic Platform, specifically to reflect the Customer's plan review business
processes. During this task the Company team, with input from the Customer, will identify any details as it pertains to plan
submittal, review and approval and provide appropriate configuration specifications for the following items:
• Determine configuration for each Plan Review record type
• Determine all needed document types
• Determine document upload configuration
Form Approved by Legal (20180905) Page 24 of 38
• Determine Digital Signatures validation configuration
• Determine Accela workflow integration configuration points
• Determine final approved set cloning business logic
• Determine Accela to Digital Plan Room user role mappings
• Determine Digital Plan Room disciplines configuration
• Determine required Approval Stamps
The Trello project dashboard will be used to document and keep track of all the Configuration Analysis tasks and
determinations.
Company Responsibilities:
• Provide timely and appropriate responses to Customer's request for information
• Interview staff in order to understand existing business processes
• Conduct to -be analysis sessions to capture the required business processes to be automated within the system
• Conduct meetings via email, web conference, and phone to gather and validate analysis input
Customer Responsibilities:
• Provide timely and appropriate responses to Company's requests for information.
• Make available the appropriate Customer key users and content experts to provide required information, participate
in the configuration analysis and verify the accuracy of the documented workflows, input/output formats, and data
elements
• Provide any existing business process documentation, including process flows; fee schedules; commonly used
applications, reports and forms; and other relevant information
• Schedule participants and meeting locations for analysis activities
Acceptance Criteria:
• Completion of To -Be Analysis Sessions
Phase 1 - Deliverable 4: Digital Plan Room Configuration
The Company will configure the Digital Plan Room and make any modification to the Accela Civic Platform configuration in
accordance with the requirements and determinations made and agreed upon in Deliverable 3.
The following high level tasks will be performed:
• Configure Accela Civic Platform standard choices for the Digital Plan Room as defined in previous Deliverable
• Configure new Accela document types and associated business rules
• Configure Digital Signature validation
• Configure Digital Plan Room EMSE library and required scripts
• Implement custom EMSE scripting as determined during Configuration Analysis
• Design, create and configure Approval Stamps as determined during Configuration
Documentation on the software configuration specific to the Customer will be provided to the Customer's administrative
and technical team for reference.
Company Responsibilities:
• Provide timely and appropriate responses to Customer's request for information
• Configure the solution components as defined in the To -Be Analysis sessions
Customer Responsibilities
Form Approved by Legal (20180905) Page 25 of 38
• Provide timely and appropriate responses to Accela's request for information
• Make available the appropriate Customer key users and content experts to participate in creating the system in an
effort to learn about the system (knowledge transfer)
• Work with Company to verify that the system meets the requirements captured in the To -Be Analysis sessions
Acceptance Criteria:
• Configuration documentation provided to Customer
• Customer has 15 business days to conduct initial review of the Digital Plan Room configuration. If no changes or
comments are requested within the 15 days, the deliverable is considered approved by the Customer. Upon delivery
of initial feedback, Company will complete the necessary changes and updates. The second and final review will
have 7 business days for acceptance.
Phase 2: User Acceptance Phase
In this phase the test deployment will grow into a fully functioning electronic plan review deployment as guided by Customer
staff feedback and input. The Customer's participants are given full access to the deployment created in the previous phase
and will conduct "test" electronic plan review workflows using sample data and plans. In this phase, the team will simulate
as many real life conditions and project types as possible to learn and understand the capabilities of the workflow as
designed. Issues are recorded by Customer staff to assess and correct as agreed to by both parties. Additionally, training
sessions are conducted and any additional training documentation is also provided in this phase.
Phase 2 - Deliverable 1: Administrative and technical training
The Company will provide training to Customer staff focusing on the administrative and technical setup, as well as the Digital
Plan Room administration and configuration. The goal is to educate Customer staff in all aspects of the Digital Plan Room
solution and ensure the staff is self-sufficient before Go -Live.
The Company will provide remote training sessions that span 4 hours. Customer staff is responsible for the selection of the
qualified users for the training, who are critical to the project success. The following topics will be covered as part of the
training session:
• Accela workflow integration
• Plans and Documents upload
• Digital Plan Room roles and mapping to Accela roles
• Digital Plan Room Standard Choices
• Digital Signatures validation
• Approval Stamps creation and deployment
The Company will provide Customer staff with appropriate documentation for the topics covered in the training session.
Company Responsibilities:
• Coordinate with the Customer to define training schedule and logistics
• Deliver training per the specific requirements listed above
Customer Responsibilities:
• Select and prepare the power -users who participate in the training and subsequently training end users
• Arrange the time and qualified people for the training who are critical to the project success
• Provide suitable Customer facilities to accommodate various training classes
• Ensure that users are proficient in using PC's in a Windows environment as a prerequisite for the course
• Ensure that users are familiar with use of standard Internet browsers as a prerequisite for the course
Form Approved by Legal (20180905) Page 26 of 38
Acceptance Criteria:
• Execution of administrative and technical training courses
Phase 2 - Deliverable 2: End User training
The team will complete all the necessary training to run electronic plan review operations across applicable departments.
Training materials and required training sessions will be created and conducted. The Company will provide remote training
to the Customer End Users (Users with non -administrative roles). The training will start with an introductory session of 1
hour to show an overview of the product, which will help Customer End Users get familiar with the product. It will continue
with 2 sessions of 4 hours each. The following topics will be covered in detail as part of the training sessions:
• Plan Submittal
• Plan Review
• Plan Approval
The Company also provides remote training for the Customer's customers (Accela Citizen Access users). It is highly
recommended the Customer designate some staff to participate in these sessions so they can learn the specifics on how
Accela Citizen Access users use the product. This allows said staff to further teach other customers. This training includes
2 sessions of 4 hours each and covers the following topics:
• Plan Submittal
• Digital Signatures Overview
• Response to Customer comments
• Plan Re -submittal
Customer is responsible for selecting a set of it's customers to participate in the training session.
The Company will deliver the End User training material in a format that can be easily modified and distributed by the
Customer.
Company Responsibilities:
• Coordinate with the Customer to define training schedule and logistics
• Provide End User Training as described above
• Provide training for Customer's customers as described above
Customer Responsibilities:
• Select and prepare the power -users who will be participating in the training and subsequently training end users
• Arrange the time and qualified people for the training who are critical to the project success
• Provide suitable Customer facilities to accommodate various training classes
• Ensure that users are proficient in using PC's in a Windows environment as a prerequisite for the course
• Ensure that users are familiar with use of standard Internet browsers as a prerequisite for the course
Acceptance Criteria:
• Execution of End User Training course to the Customer as described above
• Execution of training for Customer's customers as descriobed above
Phase 2 - Deliverable 3: User Acceptance Testing (UAT)
During UAT the Company will assist the Customer in testing and validation of the configuration and readiness to be
migrated to production. A template test plan that includes generic best practices will be provided to the Customer and in
collaboration with the Customer the test plan will be refined to reflect the Customer's configuration and business use
cases.
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After completion of the test plan, the testing effort will begin. The testing effort will require a significant time investment by
the Customer. The Company will provide assistance to the Customer in the form of UAT support and will address and
rectify issues discovered during the UAT process and Customer staff executes the test plan.
Once the entire team has reached consensus, and there is enough confidence in the solution, the entire configuration will
be ready to start final preparations for migration to production and Go -Live. At this point a precise Go -live date will be
determined.
The Company will provide a not -to -exceed amount of 50 hours of UAT support. If the Company's UAT support exceeds 50
hours, a change order is required to add more hours.
For issues deemed product defects a support ticket is opened with the Company development team using the Company's
support system.
Company Responsibilities:
• Provide recommendations on testing strategy and best practices.
• Lead the Customer in up to two (2) weeks of User Acceptance testing effort and the validation of the system
configuration and its readiness to be migrated to production for active use.
• Resolution of issues as a result of User Acceptance Testing activities.
Customer Responsibilities:
• Provide timely and appropriate responses to Company's request for information.
• Make available the appropriate Customer key users and content experts to participate in user acceptance testing
as defined and managed by Customer.
• Develop the User Acceptance test scripts.
• Utilize the use cases documented in each Configuration Document Deliverable as the basis for the acceptance of
this Deliverable.
Acceptance Criteria:
• Completion of up to 50 hours of UAT support by the Company
• Completion of up to eight (8) weeks by the Customer
Phase 2 - Deliverable 4: Agency Customer Enablement
In this context, the "Agency" (i.e., city, county, state, etc.) is the Company's customer, and the "Agency Customer" is the
Agency's customers, such as the licensed professionals, owners and general public leveraging the ePermitHub Digital
Plan Room embedded in Accela Citizen Access to:
• Submit their initial electronic plans and supporting documents
• Respond to Issues related to their plans created by Agency Plan Reviewers
• Resubmit corrected plan sheets (aka, digital slip sheets)
• Access and print approved job copies of their plans
During Agency Customer Enablement, Company produces contextually relevant public -facing web -based training videos
and a User Guide for Agency's customers on how to use the ePermitHub Digital Plan Room embedded in Accela Civic
Access. Customer publishes videos and User Guide to a dedicated Digital Plan Room information page at Customer's
website.
Company Responsibilities:
• Produce the following five (5) public -facing videos:
Form Approved by Legal (20180905) Page 28 of 38
o Uploading Plans & Supporting Documents
o Finalizing & Submitting Review Packages
o Accessing Review Issues & Conditions
o Submitting Revised Plans
o Downloading Approved Plans
• Produce User Guide in editable format
Customer Responsibilities:
• Creating a dedicated public facing information web page for related Digital Plan Room videos and User Guide
• Adding Customer branding in the beginning and end of each video
• Adding Customer branding to User Guide
• Adding Digital Plan Room videos and User Guide to Customer's Digital Plan Room information web page
Acceptance Criteria:
• Following five videos are produced by Company & delivered to Customer:
o Uploading Plans & Supporting Documents
o Finalizing & Submitting Review Packages
o Accessing Review Issues & Conditions
o Submitting Revised Plans
o Downloading Approved Plans
• User Guide produced & delivered to Customer in editable format
Project Timeline Summary Table
Phase
Phase 1
• Deliverable 1
• Deliverable 2
• Deliverable 3
• Deliverable 4
Duration
2.5 months
1 week
1 week
3 weeks
5 weeks
Description
Phase 2
• Deliverable 1
• Deliverable 2
• Deliverable 3
• Deliverable 4
1.5 months
2 days
3 days
4 weeks
1 week
Kickoff and initiation
Software installation
Configuration Analysis
Configuration
Required Onboarding Services
Administration training
End user training
User Acceptance Testing
Agency Customer Enablement
3. Risk and Issue Management
The Company team will:
• Develop and maintain a Risk and Issues Management tracker. Trello will be used as the tool of choice for Project
Management and collaboration between the Customer project leadership and implementation team.
• Work with the Customer in order to resolve or mitigate risks or issues with the objective of not compromising project
deliverables
• Escalate Risk and Issues when necessary to the appropriate the Customer team leadership
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Form Approved by Legal (20180905)
Page 30 of 38
EXHIBIT F: ADDITIONAL CUSTOMER TERMS
S.1 DEFINITIONS. Uses of the following terms are interchangeable as referenced: "vendor, contractor, supplier, proposer, company,
parties, persons", "purchase order, PO, contract, agreement", "city, Clearwater, agency, requestor, parties", "bid, proposal,
response, quote".
S.2 INDEPENDENT CONTRACTOR. It is expressly understood that the relationship of Contractor to the City will be that of an
independent contractor. Contractor and all persons employed by Contractor, either directly or indirectly, are Contractor's
employees, not City employees. Accordingly, Contractor and Contractor's employees are not entitled to any benefits provided to
City employees including, but not limited to, health benefits, enrollment in a retirement system, paid time off or other rights
afforded City employees. Contractor employees will not be regarded as City employees or agents for any purpose, including the
payment of unemployment or workers' compensation. If any Contractor employees or subcontractors assert a claim for wages or
other employment benefits against the City, Contractor will defend, indemnify and hold harmless the City from all such claims.
S.3 SUBCONTRACTING. Contractor may not subcontract work under this Agreement without the express written permission of the
City. If Contractor has received authorization to subcontract work, it is agreed that all subcontractors performing work under the
Agreement must comply with its provisions. Further, all agreements between Contractor and its subcontractors must provide that
the terms and conditions of this Agreement be incorporated therein.
S.4 ASSIGNMENT. This Agreement may not be assigned either in whole or in part without first receiving the City's written consent.
Any attempted assignment, either in whole or in part, without such consent will be null and void and in such event the City will have
the right at its option to terminate the Agreement. No granting of consent to any assignment will relieve Contractor from any of its
obligations and liabilities under the Agreement. Notwithstanding anything to the contrary in this Section S.4, Contractor may assign
this Agreement to an affiliate or to a successor entity in the event a merger, acquisition, or sale of all or substantially all of its
assets. Any such successor entity shall agree in writing to be bound by the terms of this Agreement.
S.5 SUCCESSORS AND ASSIGNS, BINDING EFFECT. This Agreement will be binding upon and inure to the benefit of the parties
and their respective permitted successors and assigns.
S.6 NO THIRD -PARTY BENEFICIARIES. This Agreement is intended for the exclusive benefit of the parties. Nothing set forth in this
Agreement is intended to create, or will create, any benefits, rights, or responsibilities in any third parties.
S.7 NON- EXCLUSIVITY. The City, in its sole discretion, reserves the right to request the materials or services set forth herein from
other sources when deemed necessary and appropriate. No exclusive rights are encompassed through this Agreement.
S.8 AMENDMENTS. There will be no oral changes to this Agreement. This Agreement can only be modified in a writing signed by
both parties. No charge for extra work or material will be allowed unless approved in writing, in advance, by the City and
Contractor.
S.9 TIME OF THE ESSENCE. Time is of the essence to the performance of the parties' obligations under this Agreement.
S.10 COMPLIANCE WITH APPLICABLE LAWS
a. General. Contractor must procure all permits and licenses, and pay all charges and fees necessary and incidental to the lawful
conduct of business. Contractor must stay fully informed of existing and future federal, state, and local laws, ordinances, and
regulations that in any manner affect the fulfillment of this Agreement and must comply with the same at its own expense.
Contractor bears full responsibility for training, safety, and providing necessary equipment for all Contractor personnel to
achieve throughout the term of the Agreement. Upon request, Contractor will demonstrate to the City's satisfaction any
programs, procedures, and other activities used to ensure compliance.
b. Drug -Free Workplace. Contractor is hereby advised that the City has adopted a policy establishing a drug-free workplace for
itself and those doing business with the City to ensure the safety and health of all persons working on City contracts and
projects. Contractor will require a drug-free workplace for all Contractor personnel working under this Agreement. Specifically,
all Contractor personnel who are working under this Agreement must be notified in writing by Contractor that they are
prohibited from the manufacture, distribution, dispensation, possession, or unlawful use of a controlled substance in the
workplace. Contractor agrees to prohibit the use of intoxicating substances by all Contractor personnel and will ensure that
Contractor personnel do not use or possess illegal drugs while performing their duties.
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c. Federal and State Immigration Laws. Contractor agrees to comply with the Immigration Reform and Control Act of 1986
(IRCA) in performance under this Agreement and to permit the City and its agents to inspect applicable personnel records to
verify such compliance as permitted by law. Contractor will ensure and keep appropriate records to demonstrate that all
Contractor personnel have a legal right to live and work in the United States.
(i) As applicable to Contractor, under this provision, Contractor hereby warrants to the City that Contractor and each of its
subcontractors will comply with, and are contractually obligated to comply with, all federal immigration laws and regulations
that relate to their employees (hereinafter "Contractor Immigration Warranty").
(ii) A breach of the Contractor Immigration Warranty will constitute as a material breach of this Agreement and will subject
Contractor to penalties up to and including termination of this Agreement at the sole discretion of the City.
(iii) The City retains the legal right to inspect the papers of all Contractor personnel who provide services under this Agreement
to ensure that Contractor or its subcontractors are complying with the Contractor Immigration Warranty. Contractor agrees to
assist the City in regard to any such inspections.
(iv) The City may, at its sole discretion, conduct random verification of the employment records of Contractor and any
subcontractor to ensure compliance with the Contractor Immigration Warranty. Contractor agrees to assist the City in regard
to any random verification
performed.
(v) Neither Contractor nor any subcontractor will be deemed to have materially breached the Contractor Immigration Warranty
if Contractor or subcontractor establishes that it has complied with the employment verification provisions prescribed by
Sections 274A and 274B of the Federal Immigration and Nationality Act.
d. Nondiscrimination. Contractor represents and warrants that it does not discriminate against any employee or applicant for
employment or person to whom it provides services because of race, color, religion, sex, national origin, or disability, and
represents and warrants that it complies with all applicable federal, state, and local laws and executive orders regarding
employment. Contractor and Contractor's personnel will comply with applicable provisions of Title VII of the U.S. Civil Rights
Act of 1964, as amended, Section 504 of the Federal Rehabilitation Act, the Americans with Disabilities Act (42 U.S.C. §
12101 et seq.), and applicable rules in performance under this Agreement.
S.11 SALES/USE TAX, OTHER TAXES.
a. Contractor is responsible for the payment of all taxes including federal, state, and local taxes related to or arising out of
Contractor's services under this Agreement, including by way of illustration but not limitation, federal and state income tax,
Social Security tax, unemployment insurance taxes, and any other taxes or business license fees as required. If any taxing
authority should deem Contractor or Contractor employees an employee of the City or should otherwise claim the City is liable
for the payment of taxes that are Contractor's responsibility under this Agreement, Contractor will indemnify the City for any
tax liability, interest, and penalties imposed upon the City.
b. The City is exempt from paying state and local sales/use taxes and certain federal excise taxes and will furnish an exemption
certificate upon request.
S.12 AMOUNTS DUE THE CITY. Contractor must be current and remain current in all obligations due to the City during the
performance of services under the Agreement. Payments to Contractor may be offset by any delinquent amounts due the City or
fees and charges owed to the City.
S.13 OPENNESS OF PROCUREMENT PROCESS. Written competitive proposals, replies, oral presentations, meetings where
vendors answer questions, other submissions, correspondence, and all records made thereof, as well as negotiations or
meetings where negotiation strategies are discussed, conducted pursuant to this RFP, shall be handled in compliance with
Chapters 119 and 286, Florida Statutes.
Proposals or replies received by the City pursuant to this RFP are exempt from public disclosure until such time that the City
provides notice of an intended decision or until 30 days after opening the proposals, whichever is earlier. If the City rejects all
proposals or replies pursuant to this RFP and provides notice of its intent to reissue the RFP, then the rejected proposals or replies
remain exempt from public disclosure until such time that the City provides notice of an intended decision concerning the reissued
Form Approved by Legal (20180905) Page 32 of 38
RFP or until the City withdraws the reissued RFP. A proposal or reply shall not be exempt from public disclosure longer than 12
months after the initial City notice rejecting all proposals or replies.
Oral presentations, meetings where vendors answer questions, or meetings convened by City staff to discuss negotiation
strategies, if any, shall be closed to the public (and other proposers) in compliance with Chapter 286 Florida Statutes. A complete
recording shall be made of such closed meeting. The recording of, and any records presented at, the exempt meeting shall be
available to the public when the City provides notice of an intended decision or until 30 days after opening proposals or final replies,
whichever occurs first. If the City rejects all proposals or replies pursuant to this RFP and provides notice of its intent to reissue
the RFP, then the recording and any records presented at the exempt meeting remain exempt from public disclosure until such
time that the City provides notice of an intended decision concerning the reissued RFP or until the City withdraws the reissued
RFP. A recording and any records presented at an exempt meeting shall not be exempt from public disclosure longer than 12
months after the initial City notice rejecting all proposals or replies.
In addition to all other contract requirements as provided by law, the contractor executing this agreement agrees to
comply with public records law.
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 CONTRACT, CONTACT THE
CUSTODIAN OF PUBLIC RECORDS, Rosemarie Call, phone: 727-562-4092 or Rosemarie.Call( )a.myclearwater.com, 112 S.
Osceola Ave., Clearwater, FL 33756.
The contractor's agreement to comply with public records law applies specifically to:
a. Keep and maintain public records required by the City of Clearwater (hereinafter "public agency") to perform the service being
provided by the contractor hereunder.
b. Upon request from the public agency's custodian of public records, provide the public agency with a copy of the requested
records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided
for in Chapter 119, Florida Statutes, as may be amended from time to time, or as otherwise provided by law.
c. Ensure that the public records that are exempt or confidential and exempt from public records disclosure requirements are
not disclosed except as authorized by law for the duration of the contract term and following completion of the contract if the
contractor does not transfer the records to the public agency.
d. Upon completion of the contract, transfer, at no cost, to the public agency all public records in possession of the contractor or
keep and maintain public records required by the public agency to perform the service. If the contractor transfers all public
records to the public agency upon completion of the contract, 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 contract, the contractor shall meet all applicable requirements for retaining public
records. All records stored electronically must be provided to the public agency, upon request from the public agency's
custodian of public records, in a format that is compatible with the information technology systems of the public agency.
e. A request to inspect or copy public records relating to a public agency's contract for services must be made directly to the
public agency. If the public agency does not possess the requested records, the public agency shall immediately notify the
contractor of the request and the contractor must provide the records to the public agency or allow the records to be inspected
or copied within a reasonable time.
f. The contractor hereby acknowledges and agrees that if the contractor does not comply with the public agency's request for
records, the public agency shall enforce the contract provisions in accordance with the contract.
g. A contractor who fails to provide the public records to the public agency within a reasonable time may be subject to penalties
under Section 119.10, Florida Statutes.
h. If a civil action is filed against a contractor to compel production of public records relating to a public agency's contract for
services, the court shall assess and award against the contractor the reasonable costs of enforcement, including reasonable
attorney fees, if:
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1. The court determines that the contractor unlawfully refused to comply with the public records request within a
reasonable time; and
2. At least eight (8) business days before filing the action, the plaintiff provided written notice of the public records request,
including a statement that the contractor has not complied with the request, to the public agency and to the contractor.
A notice complies with subparagraph (h)2. if it is sent to the public agency's custodian of public records and to the contractor
at the contractor's address listed on its contract with the public agency or to the contractor's registered agent. Such notices
must be sent by common carrier delivery service or by registered, Global Express Guaranteed, or certified mail, with postage
or shipping paid by the sender and with evidence of delivery, which may be in an electronic format.
A contractor who complies with a public records request within 8 business days after the notice is sent is not liable for the
reasonable costs of enforcement.
S.14 AUDITS AND RECORDS. Contractor must preserve the records related to this Agreement for five (5) years after completion of
the Agreement. The City or its authorized agent reserves the right to inspect any records related to the performance of work
specified herein. In addition, the City may inspect any and all payroll, billing or other relevant records kept by Contractor in
relation to the Agreement. Contractor will permit such inspections and audits during normal business hours and upon reasonable
notice by the City. The audit of records may occur at Contractor's place of business or at City offices, as determined by the City.
S.15 BACKGROUND CHECK. The City may conduct criminal, driver history, and all other requested background checks of
Contractor personnel who would perform services under the Agreement or who will have access to the City's information, data,
or facilities in accordance with the City's current background check policies. Any officer, employee, or agent that fails the
background check must be replaced immediately for any reasonable cause not prohibited by law.
S.16 SECURITY CLEARANCE AND REMOVAL OF CONTRACTOR PERSONNEL. The City will have final authority, based on
security reasons: (i) to determine when security clearance of Contractor personnel is required; (ii) to determine the nature of the
security clearance, up to and including fingerprinting Contractor personnel; and (iii) to determine whether or not any individual or
entity may provide services under this Agreement. If the City objects to any Contractor personnel for any reasonable cause not
prohibited by law, then Contractor will, upon notice from the City, remove any such individual from performance of services under
this Agreement.
S.17 DEFAULT.
a. A party will be in default if that party:
(i) Is or becomes insolvent or is a party to any voluntary bankruptcy or receivership proceeding, makes an assignment for a
creditor, or there is any similar action that affects Contractor's capability to perform under the Agreement;
(ii) Is the subject of a petition for involuntary bankruptcy not removed within sixty (60) calendar days;
(iii) Conducts business in an unethical manner or in an illegal manner; or
(iv) Fails to carry out any term, promise, or condition of the Agreement.
b. Contractor will be in default of this Agreement if Contractor is debarred from participating in City procurements and solicitations
in accordance with Section 27 of the City's Purchasing and Procedures Manual.
c. Notice and Opportunity to Cure. In the event a party is in default then the other party may, at its option and at any time,
provide written notice to the defaulting party of the default. The defaulting party will have thirty (30) days from receipt of the
notice to cure the default; the thirty (30) day cure period may be extended by mutual agreement of the parties, but no cure
period may exceed ninety (90) days. A default notice will be deemed to be sufficient if it is reasonably calculated to provide
notice of the nature and extent of such default. Failure of the non -defaulting party to provide notice of the default does not
waive any rights under the Agreement.
d. Anticipatory Repudiation. Whenever the City in good faith has reason to question Contractor's intent or ability to perform,
the City may demand that Contractor give a written assurance of its intent and ability to perform. In the event that the demand
Form Approved by Legal (20180905) Page 34 of 38
is made and no written assurance is given within fifteen (15) calendar days, the City may treat this failure as an anticipatory
repudiation of the Agreement.
S.18 REMEDIES. The remedies set forth in this Agreement are not exclusive. Election of one remedy will not preclude the use of
other remedies. In the event of default:
a. The non -defaulting party may terminate the Agreement, and the termination will be effective immediately or at such other date
as specified by the terminating party.
b. The City may purchase the services required under the Agreement from the open market, complete required work itself, or
have it completed at the expense of Contractor. If the cost of obtaining substitute services exceeds the contract price, the City
may recover the excess cost by: (i) requiring immediate reimbursement to the City; (ii) deduction from an unpaid balance due
to Contractor; (iii) collection against the proposal and/or performance security, if any; or (v) a combination of the
aforementioned remedies or other remedies as provided by law. Costs includes any and all, fees, and expenses incurred in
obtaining substitute services and expended in obtaining reimbursement, including, but not limited to, administrative expenses,
attorneys' fees, and costs.
c. The non -defaulting party will have all other rights granted under this Agreement and all rights at law or in equity that may be
available to it.
d. Neither party will be liable for incidental, special, or consequential damages.
S.19 CONTINUATION DURING DISPUTES. Contractor agrees that during any dispute between the parties, Contractor will continue to
perform its obligations until the dispute is settled, instructed to cease performance by the City, enjoined or prohibited by judicial
action, or otherwise required or obligated to cease performance by other provisions in this Agreement.
S.20 Section deleted.
S.21 CONFLICT OF INTEREST F.S. Section 112. Pursuant to F.S. Section 112, the City may cancel this Agreement after its
execution, without penalty or further obligation, if any person significantly involved in initiating, securing, drafting, or creating the
Agreement for the City becomes an employee or agent of Contractor.
S.22 TERMINATION FOR NON -APPROPRIATION AND MODIFICATION FOR BUDGETARY CONSTRAINT. The City is a
governmental agency which relies upon the appropriation of funds by its governing body to satisfy its obligations. If the City
reasonably determines that it does not have funds to meet its obligations under this Agreement, the City will have the right to
terminate the Agreement without penalty on the last day of the fiscal period for which funds were legally available. In the event of
such termination, the City agrees to provide written notice of its intent to terminate thirty (30) calendar days prior to the stated
termination date.
S.23 PAYMENT TO CONTRACTOR UPON TERMINATION. Upon termination of this Agreement, Contractor will be entitled only to
payment for those services performed up to the date of termination, and any authorized expenses already incurred up to such
date of termination. The City will make final payment within thirty (30) calendar days after the City has both completed its
appraisal of the materials and services provided and received Contractor's properly prepared final invoice.
S.24 NON -WAIVER OF RIGHTS. There will be no waiver of any provision of this agreement unless approved in writing and signed by
the waiving party. Failure or delay to exercise any rights or remedies provided herein or by law or in equity, or the acceptance of,
or payment for, any services hereunder, will not release the other party of any of the warranties or other obligations of the
Agreement and will not be deemed a waiver of any such rights or remedies.
S.25 INDEMNIFICATION/LIABILITY.
a. To the fullest extent permitted by law, Contractor agrees to defend, indemnify, and hold the City, its officers, agents, and
employees, harmless from and against any and all liabilities, demands, claims, suits, losses, damages, causes of action, fines
or judgments, including costs, attorneys', witnesses', and expert witnesses' fees, and expenses incident thereto, relating to,
arising out of, or resulting from: (i) the services provided by Contractor personnel under this Agreement; (ii) any negligent acts,
errors, mistakes or omissions by Contractor or Contractor personnel; and (iii) Contractor or Contractor personnel's failure to
comply with or fulfill the obligations established by this Agreement.
Form Approved by Legal (20180905) Page 35 of 38
b. Contractor will update the City during the course of the litigation to timely notify the City of any issues that may involve the
independent negligence of the City that is not covered by this indemnification.
c. The City assumes no liability for actions of Contractor and will not indemnify or hold Contractor or any third party harmless for
claims based on this Agreement or use of Contractor -provided supplies or services.
S.26 WARRANTY. Contractor warrants that the services and materials will conform to the requirements of the Agreement.
Additionally, Contractor warrants that all services will be performed in a good, workman -like and professional manner. The City's
acceptance of service or materials provided by Contractor will not relieve Contractor from its obligations under this warranty.
Unless otherwise agreed, Contractor warrants that materials will be new, unused, of most current manufacture and not
discontinued, will be free of defects in materials and workmanship, will be provided in accordance with manufacturer's standard
warranty for at least one (1) year unless otherwise specified, and will perform in accordance with manufacturer's published
specifications.
S.27 THE CITY'S RIGHT TO RECOVER AGAINST THIRD PARTIES. Contractor will do nothing to prejudice the City's right to
recover against third parties for any loss, destruction, or damage to City property, and will at the City's request and expense,
fumish to the City reasonable assistance and cooperation, including assistance in the prosecution or defense of suit and the
execution of instruments of assignment in favor of the City in obtaining recovery.
S.28 NO GUARANTEE OF WORK. Contractor acknowledges and agrees that it is not entitled to deliver any specific amount of materials
or services or any materials or services at all under this Agreement and acknowledges and agrees that the materials or services
will be requested by the City on an as needed basis at the sole discretion of the City. Notwithstanding Contractor's Exhibit A ("Order
Form") of this Agreement, any document referencing quantities or performance frequencies represent the City's best estimate of
current requirements, but will not bind the City to purchase, accept, or pay for materials or services which exceed its actual needs.
S.29 OWNERSHIP. Notwithstanding Contractor's Software Subscription Services, all deliverables, services, and information provided
by Contractor or the City pursuant to this Agreement (whether electronically or manually generated) including without limitation,
reports, test plans, and survey results, graphics, and technical tables, originally prepared in the performance of this Agreement,
are the property of the City and will not be used or released by Contractor or any other person except with prior written permission
by the City.
S.30 USE OF NAME. Notwithstanding use of City name on Contractor's website or as a customer reference, Contractor will not use
the name of the City of Clearwater in any advertising or publicity without obtaining the prior written consent of the City.
S.31 PROHIBITED ACTS. Pursuant to Florida Constitution Article II Section 8, a current or former public officer or employee within
the last two (2) years shall not represent another organization before the City on any matter for which the officer or employee
was directly concemed and personally participated in during their service or employment or over which they had a substantial or
material administrative discretion.
S.32 FOB DESTINATION FREIGHT PREPAID AND ALLOWED. All deliveries will be FOB destination freight prepaid and allowed
unless otherwise agreed.
S.33 RISK OF LOSS. Contractor agrees to bear all risks of loss, injury, or destruction of goods or equipment incidental to providing
these services and such loss, injury, or destruction will not release Contractor from any obligation hereunder.
S.34 SAFEGUARDING CITY PROPERTY. Contractor will be responsible for any damage to City real property or damage or loss of
City personal property when such property is the responsibility of or in the custody of Contractor or its employees.
S.35 WARRANTY OF RIGHTS. Contractor warrants it has title to, or the right to allow the City to use, the materials and services
being provided and that the City may use same without suit, trouble or hindrance from Contractor or third parties.
S.36 PROPRIETARY RIGHTS INDEMNIFICATION. Without limiting the foregoing, Contractor will without limitation, at its expense
defend the City against all claims asserted by any person that anything provided by Contractor infringes a patent, copyright,
trade secret or other intellectual property right and must, without limitation, pay the costs, damages and attorneys' fees awarded
against the City in any such action, or pay any settlement of such action or claim. Each party agrees to notify the other promptly
of any matters to which this provision may apply and to cooperate with each other in connection with such defense or settlement.
If a preliminary or final judgment is obtained against the City's use or operation of the items provided by Contractor hereunder or
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any part thereof by reason of any alleged infringement, Contractor will, at its expense and without limitation, either: (a) modify the
item so that it becomes non -infringing; (b) procure for the City the right to continue to use the item; (c) substitute for the infringing
item other item(s) having at least equivalent capability; or (d) refund to the City an amount equal to the price paid, less
reasonable usage, from the time of installation acceptance through cessation of use, which amount will be calculated on a useful
life not less than five (5) years, plus any additional costs the City may incur to acquire substitute supplies or services.
S.37 CONTRACT ADMINISTRATION. The contract will be administered by the Purchasing Department and/or an authorized
representative from the using department. All questions regarding the contract will be referred to the Purchasing Department for
resolution. Supplements may be written to the contract for the addition or deletion of services.
S.38 FORCE MAJEURE. Failure by either party to perform its duties and obligations will be excused by unforeseeable circumstances
beyond its reasonable control, including acts of nature, acts of the public enemy, riots, fire, explosion, legislation, and
governmental regulation. The party whose performance is so affected will within fifteen (15) calendar days of the
unforeseeable circumstance notify the other party of all pertinent facts and identify the force majeure event. The party whose
performance is so affected must also take all reasonable steps, promptly and diligently, to prevent such causes if it is feasible to
do so, or to minimize or eliminate the effect thereof. The delivery or performance date will be extended for a period equal to the
time lost by reason of delay, plus such additional time as may be reasonably necessary to overcome the effect of the delay,
provided however, under no circumstances will delays caused by a force majeure extend beyond one hundred -twenty (120)
calendar days from the scheduled delivery or completion date of a task unless agreed upon by the parties.
S.39 COOPERATIVE USE OF CONTRACT. The City has entered into various cooperative purchasing agreements with other Florida
government agencies, including the Tampa Bay Area Purchasing Cooperative. Under a Cooperative Purchasing Agreement, any
contract may be extended for use by other municipalities, school districts and government agencies with the approval of
Contractor. Any such usage by other entities must be in accordance with the statutes, codes, ordinances, charter and/or
procurement rules and regulations of the respective government agency. Orders placed by other agencies and payment thereof
will be the sole responsibility of that agency. The City is not responsible for any disputes arising out of transactions made by
others.
S.40 FUEL CHARGES AND PRICE INCREASES. No fuel surcharges will be accepted. No price increases will be accepted without
proper request by Contractor and response by the City's Purchasing Division.
S.41 NOTICES. All notices to be given pursuant to this Agreement must be delivered to the parties at their respective addresses. Notices
may be (i) personally delivered; (ii) sent via certified or registered mail, postage prepaid; (iii) sent via ovemight courier; or (iv) sent
via facsimile; or (v) via e-mail. If provided by personal delivery, receipt will be deemed effective upon delivery. If sent via certified
or registered mail, receipt will be deemed effective three (3) calendar days after being deposited in the United States mail. If sent
via ovemight courier or facsimile, receipt will be deemed effective two (2) calendar days after the sending thereof. If sent via e-
mail, receipt will be deemed effective the same day of the sending thereof. If sent via e-mail, receipt will be deemed effective the
same day of the sending thereof.
S.42 GOVERNING LAW, VENUE. This Agreement is governed by the laws of the State of Florida. The exclusive venue selected for
any proceeding or suit in law or equity arising from or incident to this Agreement will be Pinellas County, Florida.
S.43 INTEGRATION CLAUSE. This Agreement, including all attachments and exhibits hereto, supersede all prior oral or written
agreements, if any, between the parties and constitutes the entire agreement between the parties with respect to the work to be
performed.
S.44 PROVISIONS REQUIRED BY LAW. Any provision required by law to be in this Agreement is a part of this Agreement as if fully
stated in it.
S.45 SEVERABILITY. If any provision of this Agreement is declared void or unenforceable, such provision will be severed from this
Agreement, which will otherwise remain in full force and effect. The parties will negotiate diligently in good faith for such
amendment(s) of this Agreement as may be necessary to achieve the original intent of this Agreement, notwithstanding such
invalidity or unenforceability.
S.46 SURVIVING PROVISIONS. Notwithstanding any completion, termination, or other expiration of this Agreement, all provisions
which, by the terms of reasonable interpretation thereof, set forth rights and obligations that extend beyond completion,
termination, or other expiration of this Agreement, will survive and remain in full force and effect. Except as specifically provided
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in this Agreement, completion, termination, or other expiration of this Agreement will not release any party from any liability or
obligation arising prior to the date of termination.
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