Item 09 Approval of the SAGE Software Support and Maintenance Agreement with Clear Village, Inc., (CVI)Meeting Date: August 16, 2022
Item #
Reviewed By:
Contact Name: Jack A Butler, Department Director:
Support Services
Contact Number: 407-554-7063 City Manager:
Subject: Authorization to execute a software support and maintenance agreement `with 'Clear Village, `
Inc., for the purposes of securing the continued effective use of the SAGE software system at an annual
cost of $35,000 starting in'FY 2022 and extending in a series of annual renewals.
Background Summary:
The city was a co -developer of the Service Architecture for Government Efficiency (SAGE) software with
the University of Central Florida (UCF) in 2009, at which time a prototype building permit application was
developed. When UCF ended its work on the product, it was transferred to Clear Village, Inc. (CVI) in
2010. The city subsequently executed an agreement with CVI to continue development of the SAGE
software and to provide software maintenance and enhancement services. When the building permit
application became a stable commercial product, the city and CVI migrated to a standard software
support and maintenance contract approved by the Ocoee City Commission at its January 5, 2016
meeting. That contract expired on September 30, 2021. The annual cost of support under the 2016
agreement was $35,000, with an annual escalation of 5%.
The proposed agreement covers software support and maintenance as a basic service for a set fee of
$35,000 per year, with no escalation clause. Unlike the prior agreement, which was limited to a five-year
duration, the proposed agreement has no end date. Termination of the support services can occur upon
notice by either party to the other at least 30 days before the renewal date of October 1. As with the prior
agreement, the parties have included a means for the city to add functionality to the original software
through a separate scope of work with negotiated fee, which would include direct staff time and
reimbursable expenses. The initial term covers the current fiscal year, during which the city has
continued to receive maintenance and support services pending approval of the proposed agreement.
Issue:
The city needs to maintain effective use of the SAGE building permit software by entering into an
Agreement for Software Support and Maintenance with CVI. Extending SAGE functions to cover other
areas of Development Services may also be advisable.
Recommendations
Staff recommends that the City Commission authorize the execution of an Agreement for Software
Support and Maintenance at an annual cost of $35,000.
Attachments:
Proposed agreement with CVI.
Financial Impact:
This procurement is accommodated by the Adopted FY 2022 Budget and proposed FY 2023 Budget.
Type of Item: (please mark with an x')
Public Hearing
Ordinance First Reading
Ordinance Second Reading
Resolution
X Commission Approval
Discussion & Direction
_X_ Original Document/Contract Attached for Execution by City Clerk
Reviewed by
Reviewed by City Attorney
Reviewed by Finance Dept.
For Clerk's Dept Use:
Consent Agenda
£ Public Hearing
Regular Agenda
N/A
_ N/A
N/A
2
AGREEMENT FOR
SOFTWARE SUPPORT and MAINTENANCE
This Agreement is entered into on the date last signed ("Effective Date") by and between the City of Ocoee, a Florida municipal
corporation ("CLIENT") at 1 North Bluford Avenue, Ocoee, FL 34761, and Clear Village Inc., a Nevada corporation ("CVI") at 1276
Minnesota Ave, Winter Park, FL 32789.
Whereas CLIENT is a valid license holder of CVI products and CVI provides maintenance and support services for its licensed software;
the parties agree, as follows:
DEFINITIONS.
"Software" or "Licensed Software" means the computer
software, in object code, developed by CVI (whether
developed solely or in collaboration with any other party) in
performing the Services under this Agreement and provided
to CLIENT by CVI or otherwise accessed by CLIENT under
this agreement.
2. SERVICES TO BE PROVIDED
4.4 Fee Period. Support Fees and rates stated under this
Agreement remain in effect for the term of this
Agreement, including any extensions.
4.5 Reimbursable Expenses. CLIENT agrees to
reimburse CVI for all reasonable and customary out-of-
pocket expenses incurred in the performance of
Consulting Services, including, but not limited to,
travel, parking, tolls, per diem, and lodging expenses
incurred by CVI and its sub -consultants.
2.1 Maintenance and Support: CVI shall provide 5
software maintenance and support services in
accordance with CVI's Published Service Level 5.1
Standards for Support and Maintenance, which are
attached hereto as Exhibit A and made a part of this
agreement.
2.2 Consulting: Programming and/or consulting services 5.2
beyond the scope of Maintenance and Support will be
provided on a time and materials bases with rates
published at such time as Client requests rates for a
specific project or task.
USE Yalti►�I
3.1 Term of the Agreement: The initial term of this
Agreement shall be from the commencement date
through September 30, 2022.
3.2 Renewals: This Agreement shall automatically renew
for an additional 12 months each October 1 unless
written notice of the election not to renew is provided
by either party on or before September 1. Each renewal
will extend the term of the Agreement until the
following September 30.
3.3 "Maintenance Period" means the current 12-months
of the term of the Agreement then in effect.
4. PAYMENT.
4.1 Support Fees: CLIENT agrees to pay CVI $35,000.00
for Software'Support and Maintenance.
4.2 Payment Terms. Support Fees are due within thirty
(30) days of the start of the Maintenance Period or
thirty (30) days after the execution date of the
Agreement, whichever comes last.
4.3 Late Payments: CVI may assess a fee up to the
maximum amount authorized by law if payment is not
timely made.
CUSTOMER RESPONSIBILITIES
Communications. CLIENT agrees to provide CVI
with remote access to its network and computer
systems using an industry standard method. CVI shall
not be required to provide support if access is denied.
Security. CLIENT shall, at its own expense, protect its
network, data and computer services against any
unauthorized access to such facilities and computer
viruses. CVI shall not be responsible for any security
breach or virus and expressly disclaims any liability for
loss or damage caused by the unauthorized access or
virus to CLIENT's computer systems.
5.3 Security Policy. CVI agrees to abide by CLIENT's
published security policies.
6. OWNERSHIP AND LICENSES.
6.1 LICENSES. All software originating with CVI is
provided to CLIENT under a software license to
CLIENT to allow CLIENT to use the software. In no
event shall CLIENT have the right to grant sublicenses
for use by others or to copy the licensed software.
6.2 Enhancements and Programming. CVI shall own
any modifications and enhancements made to CVI-
licensed software and for all software developed for
CLIENT pursuant to this Agreement.
6.3 Access to Source Code. In the event CVI ceases
business operations, becomes insolvent or files for
bankruptcy, the source code for the licensed software
shall be included as part of the Licensed Software so
that Client may
7. WARRANTIES.
7.1 Limited Warranty. CVI warrants that the technical
services provided by CVI shall be rendered by qualified
personnel who will perform the tasks assigned to CVI
with good professional practice in accordance with the
current state of the art involved.
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7.2 DISCLAIMER. Except for the forgoing express
warranties CVI disclaims all warranties, either
expressed or implied, with respect to the written
and/or recorded material prepared for or supplied
to CLIENT pursuant to this Agreement, including,
but not limited to any warranties as to the
merchantability of such materials or fitness of such
materials for a particular use
7.3 INDEMNIFICATION. CVI shall defend, indemnify
and hold CLIENT and its successors and assigns
harmless from and against all third -party claims, suits,
and proceedings and any and all damages, liabilities,
costs and expenses (including reasonable attorney's
fees and court costs) incurred as a result of (i)
infringement by CVI or any third -party trade secret in
connection with the foregoing. CVI will indemnify and
hold harmless the CLIENT from liability of any nature
or kind, including costs and expenses for or on account
of any copyrighted, service marked, trademarked,
patented or unpatented invention, process, article or
work manufactured or used in the performance of this
agreement, including its use by the City.
8. CONFIDENTIAL INFORMATION.
8.1 Nondisclosure. Except as necessary to perform the
Services and except as provided in Chapter 119, Florida
Statutes both parties shall maintain the confidentiality
of, and shall not, directly or indirectly, disclose or use,
the Confidential Information of the other party. As
used in this Agreement, the term "Confidential
Information" means and includes all source code,
product specifications, client lists, business goals,
finances, planned or proposed products, manuals,
documentation, but only if labeled "Trade Secret",
"Proprietary", or "Confidential". Both parties shall
disclose such information only to employees who
require such knowledge of use in the ordinary course
and scope of their employment under this Agreement.
Both Parties agree to ensure that any employees or
approved subcontractors who are in receipt of any
Confidential Information are bound by an appropriate
non -disclosure agreement,
8.2 No Export and Use. Neither party shall export,
disclose, share, or otherwise transmit, directly or
indirectly, any Confidential Information to any person
or entity nor disclose any Confidential Information
without the other parry's prior written consent
8.3 Duration. The obligations set forth in this Section
shall be in effect during the term of this Agreement and
shall survive indefinitely after termination of this
Agreement.
TERMINATION.
9.1 By Either Party. Either party shall have the right to
terminate this Agreement upon written notice to the
other party.
9.2 Payment upon Termination. If this Agreement is
terminated for any reason, CVI shall be paid for all time
and materials work performed through the date of
receipt of notice of termination.
9.3 No Refunds. Support fees, once paid, are non-
reftindable, unless this Agreement is terminated by
CVI, at which time CVI shall return a pro -rated portion
of the Support Fee paid by CLIENT based on the
number of days remaining in the current 12-month term
of the Agreement.
9.4 Return of Materials. Upon termination of this
Agreement, both parties shall deliver to the other all
Confidential Information and other materials of the
other party except as may be necessary to defend
against any legal claims and held in confidence by legal
counsel.
10. GENERAL TERMS AND CONDITIONS
10.1 Independent Contractor. CVI is an independent
contractor and nothing in this Agreement shall be
deemed to make CVI an agent, employee or joint
venturer of CLIENT.
10.2 Non -Recruitment; Non -Solicitation of Employees.
Both parties agree not to recruit or employ, either
directly or indirectly, a present employee or contractor
of the other party during the term of this Agreement and
for a period of six (6) months thereafter without the
other party's prior written consent.
10.3 Delays. Neither party shall be liable to the other party
for any delay or failure to perform its obligations that
are beyond the control of the party.
10.4 Notices. All notices given under this Agreement shall
be in writing and mailed postage prepaid and addressed
as set forth above or at such other addresses as the
parties may designate in writing. Notices sent via
email shall be deemed given once the receiving party
acknowledges receipt of the email.
10.5 Amendment. No provision of this Agreement may be
modified exceptby a written document signed by a duly
authorized representative of each party.
10.6 Severability. If any provision of this Agreement shall
be prohibited or unenforceable by any applicable law,
the provision shall be ineffective only to the extent and
for the duration of the prohibition of unenforceability,
without invalidating any of the remaining provisions.
10.7 Governing Law Jurisdiction and Venue. This
Agreement, and all extensions, renewals, amendments,
Clear Village, Inc. Page 2 of 2 81112022
supplements, and modifications thereto, and all
questions relating to the validity, interpretation,
performance, or enforcement thereof shall be governed
by and construed in accordance with the laws of the
State of Florida. Venue for all suits to enforce this
Agreement shall be in Orange County, Florida. Any
legal disputes, proceedings, or actions arising out of or
in connection with this Agreement shall be brought in
the Circuit Courts of Orange County, Florida, or, if
appropriate, the United States District Court for the
Middle District of Florida, Orlando Division.
10.8 Entire Agreement. This Agreement constitutes the
entire agreement between CVI and CLIENT with
respect to the subject matter of this Agreement and
supersedes all earlier agreements and understandings,
oral and written, between the parties.
10.9 Public Records. The City of Ocoee is a public agency
subject to Chapter 119, Florida Statutes. CVI agree to
comply with Florida's Public Records Law.
Specifically, CVI shall:
a. Keep and maintain public records required by the
CLIENT to perform the service.
b. Upon request from the City's custodian of public
records, provide the CLIENT 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 in
chapter 119, Florida Statutes, or as otherwise
provided by law.
c. Ensure that public records that are exempt or
confidential and exempt from the public records
disclosure requirements are not disclosed except as
authorized by law for the duration of the contract
term and following completion of the agreement if
CVI do not transfer the records to the City.
d. Upon completion of the agreement, CVI agree to
transfer at no cost to the CLIENT all public records
in possession of CVI or keep and maintain public
records required by the CLIENT to perform the
service. If CVI transfers all public record to the
CLIENT upon completion of the agreement, CVI
shall destroy any duplicate public records that are
exempt or confidential and exempt from public
records disclosure requirements. If CVI keeps and
maintains public records upon completion of the
agreement, CVI shall meet all applicable
requirements for retaining public records. All
records stored electronically must be provided to
the City, upon request from the City's custodian of
public records, in a format that is compatible with
the information technology systems of the City.
e. If CVI fails to provide the public records to
CLIENT within a reasonable time, the appropriate
entity may be subject to penalties under section
119.10, Florida Statutes. IF CVI HAS
QUESTIONS REGARDING THE
APPLICATION OF CHAPTER 119, FLORIDA
STATUTES, TO CVI'S DUTY TO PROVIDE
PUBLIC RECORDS RELATING TO THIS
AGREEMENT, CONTACT THE CUSTODIAN
OF PUBLIC RECORDS AT 407-905-3100,
EXTENSION 1022, CCDL@ci.ocoee.fl.us,
WITH AN OFFICE LOCATED AT 150 NORTH
LAKESHORE DRIVE, OCOEE, . FLORIDA
34761.
10.10 Non -Waiver of Sovereign Immunity. The parties
expressly retain all rights, benefits, and immunities of
sovereign immunity in accordance with Section 768.28,
Florida Statutes. Notwithstanding anything set forth in
this Agreement to the contrary, nothing in this
Agreement shall be deemed as a waiver of immunity or
limits of liability of either party beyond any statutory
limited waiver of immunity or limits of liability which
may have been adopted by the Florida Legislature or
which may be adopted by the Florida Legislature. The
cap on the amount and liability of either party for
damages, regardless of the number or nature of claims
in tort, equity, or agreement, shall not exceed the dollar
amount set by the legislature for tort. Nothing in this
Section shall be deemed to relieve either party from its
obligations set forth herein. Nothing in this Agreement
shall inure to the benefit of any third party for the
purpose of allowing any claims against either party
which would otherwise be barred under the Doctrine of
Sovereign Immunity or by operation of law.
10.11 Further Assurances. The parties hereby agree that at
any time following a request therefore by the other
party, each shall execute and deliver to the other party
such further documents and instruments, in form and
substance reasonably necessary to confirm or effectuate
the obligations of either party hereunder and the
consummation of the transaction contemplated hereby.
The obligations pursuant to this Section shall survive
the execution of this Agreement.
10.12 Obligations of the Parties. The Parties acknowledge
and agree that any rights granted hereunder shall be
exercised by the Parties only in accordance and
compliance with any and all applicable laws,
ordinances, rules, regulations, permits and approvals,
and any future modifications or amendments thereto.
10.13 Waiver. No failure of any party to exercise any
power given hereunder or to insist upon strict
compliance with any obligation specified herein, and
no custom or practice at variance with the terms hereof,
shall constitute a waiver of that parry's right to demand
strict and exact compliance with the terms hereof.
Nothing herein is intended to be, nor shall be deemed,
an implied waiver of any legal right a party may have,
Clear Village, Inc. Page 3 of 2 81112022
and a waiver of legal rights, if any, may only be
effective pursuant to an express written provision of
this Agreement. Further, any such express waiver shall
be limited by, and strictly construed in accordance with,
the terms of the provision(s) containing the waiver.
10.14 Authority. Each party warrants and represents, with
respect to itself, that neither the execution nor the
performance of this Agreement requires any consent,
vote or approval which has not been obtained, or at the
appropriate time shall not have been given or obtained,
nor shall it result in or constitute a breach or default
under any indenture, agreement, or other commitment
or restriction to which it is a party or by which it is
bound.
10.15 No Third -Party Beneficiaries. This Agreement has
been made and entered into for the sole protection and
benefit of the parties hereto, and their respective
successors and assigns, and no other person or entity
shall have any right or action under this Agreement.
10.16 Cowtterparts. This Agreement maybe executed and
delivered in any number of counterparts, each of which
so executed and delivered shall be deemed to be an
original and all of which together shall constitute one
and the same instrument. Delivery of an executed
signature page of this Agreement by facsimile or
electronic transmission shall be effective as delivery of
a manually -executed counterpart thereof and may be
used for all purposes. Signatures of the parties
transmitted by facsimile or electronic transmission
shall be deemed to be their original signatures for all
purposes.
10.17 Miscellaneous. The section headings in this
Agreement are for convenience only, shall in no way
define or limit the scope or content of this Agreement,
and shall not be considered in any construction or
interpretation of this Agreement or any part hereof.
Where the sense of this Agreement requires, any
reference to a term in the singular shall be deemed to
include the plural of said term, and any reference to a
term in the plural shall be deemed to include the
singular of said term. Nothing in this Agreement shall
be construed to make the Parties hereto partners or joint
venturers or render either of said parties liable for the
debts or obligations of the other.
Clear Village, Inc. Page 4 of 2 81112022
IN WITNESS WHEREOF, the parties have caused the Agreement to be executed in form sufficient to bind them
effective as of the date first set forth above.
CLIENT.
City of Ocoee, Florida
Rusty Johnson, Mayor
ATTEST:
Melanie Sibbitt, Clerk
(SEAL)
FOR USE AND RELIANCE ONLY BY THE CITY OF APPROVED BY THE OCOEE CITY COMMISSION
OCOEE, FLORIDA; APPROVED AS TO FORM AND AT A MEETING HELD ON
LEGALITY this day of , 20 UNDER AGENDA ITEM NO:
LE
City Attorney
CLEAR VILLAGE INC.
Name: Lawrence Zirbel
Title: Director_;
Signature:
Date: / r 2
Exhibit A
Service Level Standards
Clear
r ServiceStandards f
Clear Village (CVI) licensed software holders with an active software support and maintenance agreement, will receive
support and maintenance services as detailed in this Service Level Standards policy document. This will include support
for Third Party Software provided by CVI, software changes, enhancements, extensions and modifications, new releases
and problem resolution.
Basic Maintenance Support Services include:
1. A telephone number for reporting Events and access to an Event logging system for online logging of Priority
Events through which CLIENT and/or CVI shall report and log all Events including status of logged Events. .
2. A published process to track and manage its Maintenance Support for all Priority.
3. Access to CVI's Help Desk to provide assistance in using the System during regular business hours.
4. Access to CVI's Help Desk to report Priority Events and to track and provide information regarding Event status
and resolution.
5. Access to CVI's Event tracking system to see activity and status relating to any Event.
6. New releases and System updates as are made available by CVI under its standard release schedule for minor and
major releases including advance notice of enhancements and release notes.
7. Correcting programming and coding errors which occur during the use of the System.
8. Supply solutions to known System errors which affect the operation of the System according to the problem
reporting system and standard release schedule.
9. Supply work -a -rounds or other intermediate solutions while any Event is being addressed and resolved.
10. Reasonable off -site assistance to support the installation and configuration of new releases
11. Performance and Capacity Planning discussions to help plan for future hardware requirements to operate the
licensed software.
12. Service Level Reporting that tracks and reports to CLIENT service level performance for Events.
CVI Maintenance Practices
CVI will use commercially reasonable efforts to furnish Support during published Support Hours. Current Support Hours:
Support Type
Availability
Contact Method
Help Desk
8am — 6pm EST
Customer Service Number
Technical Assistance
8am — 6pm EST
Customer Service Number
Priority 1 & 2
24x7
Hotline or Email
Off -hour
Pre -scheduled based
on availability
Customer Service Number
Bug Reporting
24x7
CVI Online Event System or
Customer Service Number
CVI shall accept, record, and track reported Events and keep CLIENT informed on Event status as resolution progresses.
CVI shall maintain records of each EVENT which shall include but not be limited to:
Date and time of malfunction;
Date and time of receipt of call and contact;
Date and time of commencement of service by authorized service representative;
CVI SLS effective 1/1/2015
® Software or system function subject to malfunction;
® Description of malfunction and cause, if known;
® Corrective action taken; and
• Date and time and CLIENT representative who accepts corrective action.
CVI shall provide both telephone advice and e-mail assistance by individuals with experience in functional and operational
areas of the System regarding issues involving the usage of the System (rather than error correction), including, but not
limited to, advice and assistance covering system, data base and software setup, operating environment, and general
usage issues such as installation of devices, system configuration, capacity and/or response times.
Service Level Reporting.
CVI shall track and report to CLIENT service level performance for Events. Upon request, CVI shall provide reports and
other supporting materials derived from the Event Tracking and Management System. The report(s) shall include the
number of Events by severity broken down by month on a quarterly basis or as may conform to CVI's Service Level
Reporting Standards as may be published from time to time. Resolution times and details of the Event and Event
resolutions will be reported. In addition, CVI shall include relevant supporting documentation for each Event not currently
resolved and Events that were not resolved within response goals.
Priority Event Definitions
Event means an incident wherebythe System is either not working or its operation is inconsistent with the Documentation.
Events are divided into categories. The categories are Priority 1, 2, 3 or 4 as further defined below.
PRIORITY 1- CRITICAL BUSINESS IMPACT EVENT means the impact of the reported Defect is such that the CLIENT is unable
to either use the System or reasonably able to continue working using the System. This would be considered a 'system
down' event.
PRIORITY 2 - SIGNIFICANT BUSINESS IMPACT EVENT means important features of the System are not working properly.
While other areas of the System may not be impacted, the reported Defect has created a significant, negative impact on
CLIENT'S productivity and/or service level which cannot be readily worked around or accomplish using an alternate
procedure.
PRIORITY 3 — SOME BUSINESS IMPACT EVENT means important features of the System are not working properly. The
Defect has created a negative impact on CLIENT's productivity and/or service level where such impact is limited to some
loss of operational functionality or efficiency but where the CLIENT may CVI will perform the basic duties of CLIENT's office
using an alternative method or approach.
PRIORITY 4— MINOR BUSINESS IMPACT EVENT means some minor features of the System are not working properly. The
Defect has little impact on CLIENT's productivity and/or service level.
PRIORITY 5 — NO BUSINESS IMPACT EVENT means the event is a request for information, documentation, software
enhancement, clarification that has no negative impact.
EVENT NOTIFICATION AND RESPONSE GOALS
CLIENT acknowledges that it will use reasonable care to determine whether an Event has occurred in the System. CLIENT
shall contact CVI using CVI's published methods and CVI shall log the Event. The CLIENT shall designate an Event
prioritization in accordance with the event definitions set forth above. CVI shall promptly and timely confirm the Event
prioritization or adjust the Event prioritization based on its review of the Event and document any reasons for an Event
prioritization change.
CVI SLS effective 1/1/2015
Priority 1 Events. CVI shall devote the resources to resolve the Event in an expeditious manner. CVI shall provide status
updates on a daily basis until the Event is resolved and accepted by the CLIENT. CVI shall respond to CLIENT on all Priority
1 Events within two (2) hours after CLIENT logs in the Event with CVI. CVI shall use commercially reasonable efforts to
resolve all Priority 1 Events within twenty-four (24) hours after the Event is logged. Such resolution time frame will be
suspended during any period in which CVI is waiting for additional valid required information from CLIENT relating to said
Priority 1 Event. Support Services once started, whether being provided on -site or by remote access, shall be continuous,
to the extent possible, until the problem is resolved in accordance with the provisions of the Maintenance Agreement.
This provision shall not apply to problem(s) that are solely caused by CLIENT.
Priority 2 Events. CVI will maintain a response time goal of Ten (10) hours after CLIENT logs in the Event with CVI. CVI
shall use commercially reasonable efforts to resolve all Priority 2 Events within three (3) days after the Event is logged.
Such resolution time frame will be suspended during any period in which CVI is waiting for valid additional required
information from CLIENT relating to said Priority 2 Event. Support Services once started, whether being provided on -site
or by remote access, shall be provided during business and extended business hours, to the extent possible, until the
problem is resolved in accordance with the provisions of the Maintenance Agreement. This provision shall not apply to
problem(s) that are solely caused by CLIENT or are the result of third party software or systems not supplied by CVI.
Priority 3 Events. CVI shall maintain a response time of Two (2) day after CLIENT logs the Event with CVI. CVI shall make
all commercially reasonable efforts to resolve the Event within Thirty (30) business days of notification. CVI shall provide
weekly or on -demand status updates on the Event as it is resolved.
Priority Events. CONTRACTOR shall maintain a response time of Three (3) days. CVI shall make commercially reasonable
efforts to resolve the Event within Sixty (60) business days of notification. CONTRACTOR shall provide status updates on
the Event as it is resolved.
Priority 5 Events. CVI shall maintain a response time of Five (5) days for providing basic information regarding the event.
Enhancement requests shall be logged and provided to product development for review and possible inclusion in future
a future release. CVI shall make reasonable efforts to resolve the Event within Sixty (60) days.
CLIENT ACKNLOWDEGEMENTS AND RESPONSIBILITIES
1. CLIENT acknowledges and agrees that problems and events may be complex in nature and the result of many
diverse components originating from multiple venders for which CVI may or may not be able to control and
consequently, resolution times cannot be guaranteed.
2. CLIENT acknowledges and agrees that Updates and Releases are cumulative. Each Update and Release is useful
only if all prior applicable Updates and Releases have been obtained and installed. If CLIENT chooses not to
install any Update or Release, CVI shall maintain back level versions of the program(s) up to two Releases back.
3. CLIENT acknowledges and agrees that the CVI Help Desk will be available to trained users or users who are using
the system in a production capacity.
4. CLIENT acknowledges and agrees that problem resolution may require the assistance of CLIENT which may
include but is not limited to, documenting system problems, recording detailed information regarding system
problems, running tests, and collaborating with CVI regarding problem and resolutions. CLIENT will make
reasonable efforts to use CVI problem reporting procedures and guidelines.
S. CLIENT acknowledges that Basic Maintenance does not include the repair or replacement of any of the CLIENT's
hardware or equipment or networking equipment. CVI will not attempt to fix any of the CLIENT's hardware that
maybe broken or inoperable. If CLIENT has purchased its hardware from CVI, CVI will assist the CLIENT in
coordinating with those vendors who may be providing such services to CLIENT pursuant to CLIENT's hardware
maintenance contracts.
CVI SLS effective 1/1/2015
6. Unless CLIENT engages CVI for Operation Support Services, CLIENT agrees to employ and retain sufficient
qualified and knowledgeable staff necessary to support its computer systems and maintain the competency of
its end users and maintain the desktop environments including the installation and setup of applications and
support the day to day operations of its System environment including, but not limited to regular backups,
network administration, user ID's, security and standard system settings.
7. CLIENT will provide any particular equipment or software used by the CLIENT, which is not otherwise part of
CVI's existing development environment, but that the CLIENT desires to have integrated with CVI's software.
8. CLIENT will allow CVI to have reasonable access to the CLIENT's facilities throughout the SLA. The CLIENT shall
furnish CVI's employees' with such identification, badges and other credentials as may be required to permit
them to gain access to or exit from the CLIENT's facilities during working hours and off -hours. Any and all
badges, tags and other identification issued by the CLIENT to any CVI employee shall be returned by CVI to the
CLIENT within twenty-four hours of the date when that employee ceases to be assigned to the CLIENT's project.
9. CLIENT will provide telecommunications equipment and services to enable remote access from CVI's office to
the CLIENT's computing facilities throughout this SLA. The CLIENT shall provide an adequate, T1, frame -relay, or
gateway to gateway VPN connection to allow direct access to the Internet, CVI's office network, any disaster
recovery equipment, and to provide a means for mail forwarding and CVI access to the CLIENT's network. CVI
shall consult with and advise the CLIENT on the appropriate data connection to be maintained and CVI will use
reasonable efforts to recommend the most cost effective connection, however, CLIENT agrees to install such
recommended connection as directed by CVI and CLIENT shall ultimately be responsible for arranging to have
sufficient bandwidth available that is adequate at all times for data transfers and communication.
10. CLIENT will be provide advanced notice to CVI, whenever possible, of off -hour activities where it is likely that
CVI's services may be required to enable CVI to arrange for the availability of appropriate staff to assist the
CLIENT as may be necessary.
11. Unless CLIENT engages CVI for Disaster Recovery and Business Continuity Services, APRPAISER shall be
responsible for recovery from hardware or database failures and the restoration of database from such failures.
Standard Release Schedule
Release Type
Frequency
Typically includes
Major Version Release
Yearly in first quarter
Rolls up bug fixes, minor changes
of each calendar or as
and major changes in design and
identified by CVI
functionality
throughout the year.
Minor Releases
Quarterly
Includes bug fixes, and minor
enhancements in functionality
Patch releases
Monthly as patches are
Fixes for priority events 2 - 4
completed
Emergency release
As completed
I Fixes for priority 1 events
CVI SLS effective 1/1/2015