Item #05 Approval to Execute a Software Support and Maintenance Agreement with Clear Village, Inc ocoee
florida
AGENDA ITEM COVER SHEET
Meeting Date: January 5, 2016
Item # 5
Reviewed By:
Contact Name: Al Butler, Support Services Department Director:
Contact Number: 407-554-7063 City Manager: ft!'
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 2016 and extending in a series of up to five 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. With the building permit
application now being a stable commercial product, the city and CVI need to migrate to a standard
software support and maintenance contract. The proposed annual cost of this support is $35,000.
The proposed agreement covers software support and maintenance as a basic service for a set fee of
$35,000 per year. In addition, under the heading of "Consulting Services," CVI has established a means
for us 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.
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 for an initial term of 12 months at a cost of $35,000 with up to five (5) annual
renewals. Since the software has now evolved past the version where original source code was owned
by the city, staff recommends that it be authorized to incur an expense of no more than $5,000 to create
a continuing source code escrow account with a third party, who would provide the new licensed building
permit source code to the city in case of any CVI business interruption.
In recognition of the approved budget for Permitting and Plan Review Software (General Fund Capital
Outlay for Cost Center 001-516, p. 3-42), staff also recommends that CVI be recognized as a potential
supplier of such software within the existing budget limits through the Agreement's Consulting Service
provisions, which will not be invoked without additional scope and price negotiations. The city is under
1
no obligations to enter into such additional agreements.
Attachments:
Proposed agreement with CVI.
Financial Impact:
This procurement is accommodated by the Adopted FY 2016 Budget.
Type of Item: (please mark with an"x")
Public Hearing For Clerk's Dept Use:
Ordinance First Reading 1( Consent Agenda
Ordinance Second Reading Public Hearing
Resolution Regular Agenda
X Commission Approval
Discussion&Direction
_X_ Original Document/Contract Attached for Execution by City Clerk
Reviewed by N/A
Reviewed by City Attorney , //.601-- N/A
Reviewed by Finance Dept. 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 ("CLIENT") at 150 N
Lakeshore Drive,Ocoee,FL 34761 and Clear Village Inc.("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:
1. DEFINITIONS. 4.4 Fee Period. Support Fees and rates stated under this
"Software" or "Licensed Software" means the computer Agreement remain in effect for the term of this
software, in object code, developed by CVI (whether Agreement,including any extensions.
developed solely or in collaboration with any other party)in 4.5 Reimbursable Expenses. CLIENT agrees to
performing the Services under this Agreement and provided reimburse CVI for all reasonable and customary out-
to CLIENT by CVI or otherwise accessed by CLIENT of-pocket expenses incurred in the performance of
under this agreement. Consulting Services, including, but not limited to,
2. SERVICES TO BE PROVIDED travel, parking, tolls, per diem, and lodging expenses
incurred by CVI and its sub-consultants.
2.1 Maintenance and Support: CVI shall provide 5. CUSTOMER RESPONSIBILITIES
software maintenance and support services in
accordance with CVI's Published Service Level 5.1 Communications. CLIENT agrees to provide CVI
Standards for Support and Maintenance, which are with remote access to its network and computer
attached hereto as Exhibit A and made a part of this systems using an industry standard method. CVI shall
agreement. not be required to provide support if access is denied.
2.2 Consulting: Programming and/or consulting services 5.2 Security. CLIENT shall, at its own expense, protect
beyond the scope of Maintenance and Support will be its network, data and computer services against any
provided on a time and materials bases with rates unauthorized access to such facilities and computer
published at such time as Client requests rates for a viruses. CVI shall not be responsible for any security
specific project or task. breach or virus and expressly disclaims any liability
3. TERM for loss or damage caused by the unauthorized access
or virus to CLIENT's computer systems.
3.1 Term of the Agreement: The initial term of this 5.3 Security Policy. CVI agrees to abide by CLIENT's
Agreement shall be from the commencement date
through September 30,2016. published security policies.
3.2 Renewals: This Agreement shall automatically renew 6. OWNERSHIP AND LICENSES.
for an additional 12 months each October 1 unless 6.1 LICENSES. All software originating with CVI is
written notice of the election not to renew is provided provided to CLIENT under a software license to
by either party on or before September 1. Each CLIENT to allow CLIENT to use the software. In no
renewal will extend the term of the Agreement until event shall CLIENT have the right to grant
the following September 30. The maximum number sublicenses for use by others or to copy the licensed
of such renewals is five (5). Fees for each renewal software. Upon full payment of License Fees by
period will be provided by written notice by June 15 CLIENT, CVI grants a perpetual, non-exclusive,
prior to the renewal period. irrevocable License to use the Licensed Software.
3.3 "Maintenance Period" means the current 12-months 6.2 Enhancements and Programming. CVI shall own
of the term of the Agreement then in effect. any modifications and enhancements made to CVI-
licensed PAYMENT. licensed software and for all software developed for
CLIENT pursuant to this Agreement.
4.1 Support Fees: CLIENT agrees to pay CVI 7 WARRANTIES.
$35,000.00 for Software Support and Maintenance.
4.2 Payment Terms. Support Fees are due within thirty 7.1 Limited Warranty. CVI warrants that the technical
(30) days of the start of the Maintenance Period or services provided by CVI shall be rendered by
thirty (30) days after the execution date of the qualified personnel who will perform the tasks
Agreement,whichever comes last. assigned to CVI with good professional practice in
accordance with the current state of the art involved.
4.3 Late Payments: CVI may assess a fee up to the
7.2 DISCLAIMER. Except for the forgoing express
maximum amount authorized by law if payment is not warranties CVI disclaims all warranties, either
timely made.
expressed or implied, with respect to the written
Clear Village,Inc. Page 1 of 2 12/29/2015
and/or recorded material prepared for or supplied the number of days remaining in the current 12-month
to CLIENT pursuant to this Agreement,including, term of the Agreement.
but not limited to any warranties as to the 9.4 Return of Materials. Upon termination of this
merchantability of such materials or fitness of such Agreement, both parties shall deliver to the other all
materials for a particular use. Confidential Information and other materials of the
8. CONFIDENTIAL INFORMATION. other party except as may be necessary to defend
8.1 Nondisclosure. Except as necessary to perform the against any legal claims and held in confidence by
Services, both parties shall maintain the legal counsel.
confidentiality of, and shall not, directly or indirectly, 10. GENERAL TERMS AND CONDITIONS
disclose or use, the Confidential Information of the 10.1 Independent Contractor. CVI is an independent
other party. As used in this Agreement, the term contractor and nothing in this Agreement shall be
"Confidential Information" means and includes all deemed to make CVI an agent, employee or joint
source code, product specifications, client lists, venturer of CLIENT.
business goals, finances, planned or proposed
products, manuals, documentation and any 10.2 Non-Recruitment; Non-Solicitation of Employees.
information labeled as "Proprietary", or Both parties agree not to recruit or employ, either
"Confidential". Both parties shall disclose such directly or indirectly,a present employee or contractor
information only to employees who require such of the other party during the term of this Agreement
knowledge of use in the ordinary course and scope of and for a period of six (6) months thereafter without
their employment under this Agreement. Both Parties the other party's prior written consent.
agree to ensure that any employees or approved
subcontractors who are in receipt of any Confidential 10.3 Delays. Neither party shall be liable to the other party
Information are bound by an appropriate non- for any delay or failure to perform its obligations that
disclosure agreement. are beyond the control of the party.
8.2 No Export and Use. Neither party shall export, 10.4 Notices. All notices given under this Agreement shall
disclose, share, or otherwise transmit, directly or be in writing and mailed postage prepaid and
indirectly, any Confidential Information to any person addressed as set forth above or at such other addresses
or entity nor disclose any Confidential Information as the parties may designate in writing. Notices sent
without the other party's prior written consent via email shall be deemed given once the receiving
party acknowledges receipt of the email.
8.3 Duration. The obligations set forth in this Section
shall be in effect during the term of this Agreement 10.5 Amendment. No provision of this Agreement may be
and shall survive indefinitely after termination of this modified except by a written document signed by a
Agreement. duly authorized representative of each party.
9. TERMINATION. 10.6 Severability. If any provision of this Agreement shall
be prohibited or unenforceable by any applicable law,
9.1 By Either Party. Either party shall have the right to the provision shall be ineffective only to the extent
terminate this Agreement upon written notice to the and for the duration of the prohibition of
other party. unenforceability, without invalidating any of the
9.2 Payment upon Termination. If this Agreement is remaining provisions.
terminated for any reason, CVI shall be paid for all 10.7 Governing Law. This Agreement shall be governed
time and materials work performed through the date of by and interpreted according to the laws of the State of
receipt of notice of termination. Florida.
9.3 No Refunds. Support fees, once paid, are non- 10.8 Entire Agreement. This Agreement constitutes the
refundable, unless this Agreement is terminated by entire agreement between CVI and CLIENT with
CVI, at which time CVI shall return a pro-rated respect to the subject matter of this Agreement and
portion of the Support Fee paid by CLIENT based on supersedes all earlier agreements and understandings,
oral and written,between the parties.
Clear Village,Inc. Page 2 of 2 12/29/2015
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:
Beth Eikenberry,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:
By:
City Attorney
CLEAR VILLAGE INC.
Name: David Loeb
Title: President
Signature:
Date:
Exhibit A
Service Level Standards
Clear Village Service Level Standards (SLS)
Maintenance Support Services shall be provided throughout the term the term of the maintenance agreement in the
following manner. CVI shall supply CLIENT with Support for the System and any third party controls or system provided
by CVI or embedded into the products licensed to CLIENT by CVI. This shall include enhancements, extensions, fixes
updates and new released of the licensed modules resulting from CVI's support and product development efforts.
Basic Maintenance Support Services include:
1. An easy and effective method of contacting CVI for reporting Events which may include phone,email,texting and
online logging into CVI's support tracking system.
2. A published process to track and manage its Maintenance Support for all Priorities.
3. Access to CVI's Event tracking system to see activity and status relating to any Event.
4. New releases and System updates as they are become available. .
5. Patch releases that correct programming and coding errors.
6. Work-a-rounds or other intermediate solutions while any Event is being addressed and resolved.
7. Reasonable off-site assistance to support the installation and configuration of new releases
8. Performance and Capacity Planning discussions to help plan for future hardware requirements to operate the
licensed software.
9. 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 Phone,Text or eMail
Technical Assistance 8am—6pm EST Phone,Text or eMail
Priority 1&2 24x7 Phone,Text or Email
Off-hour Pre-scheduled based Phone,Text or eMail
on availability
Bug Reporting 24x7 CVI Online Event System, Phone,
Text or eMail.
CVI shall maintain records of each EVENT which may 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;
• 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.
Service Level Reporting.
CVI shall track service level performance for Events including the number of Events by severity broken down by month on
a quarterly basis or as may conform to CVI's Service Level Reporting Polies which may change from time to time and may
include resolution times and details of the resolutions.
CVI Service Level Standards effective 1/1/2015
Priority Event Definitions
Event means an incident whereby the System is either not working or its operation is inconsistent with the Documentation
or CVI's intended method of operating. 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 shall designate an Event prioritization in accordance with the event definitions. 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.
Priority 1 Events. CVI will 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 four(4) hours after CLIENT reports the Event. CVI shall use commercially reasonable efforts to resolve all
Priority 1 Events within twenty-four (24) hours after the Event is logged. 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 and Client
has staff available to assist in the effort.
Priority 2 Events. CVI will maintain a response time goal of Ten (10) hours after CLIENT reports the Event. CVI shall use
commercially reasonable efforts to resolve all Priority 2 Events within three (3) days after the Event is logged. 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.
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 4 Events. CVI 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. CVI shall provide status updates on the Event as it is
resolved.
CVI Service Level Standards effective 1/1/2015
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 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.
4. 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
may be 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.
5. CLIENT shall 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.
6. 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.
7. CLIENT will allow CVI to have reasonable access to the CLIENT's facilities throughout the maintenance term. 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.
8. CLIENT will provide telecommunications equipment and services to enable remote access from CVI's office to
the CLIENT's computing facilities throughout the maintenance term.
9. 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. .
10. CLIENT will 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.
CVI Service Level Standards effective 1/1/2015
11. Unless CLIENT engages CVI for Disaster Recovery and Business Continuity Services,CLIENT 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 Fixes for priority 1 events
CVI Service Level Standards effective 1/1/2015