2014-003 AGREEMENT
FOR THE INSTALLATION AND USE OF
PERMITTING SOFTWARE SOLUTION
This Agreement is entered into this 14 day of TQn U0.1'. ,got 1 by and between CITY OF CLERMONT,FL,(hereinafter
"CLIENT")and CRW SYSTEMS,INC,(hereafter"CRW")for the installation of a permit and code enforcement software,and other
services,as specifically provided herein(hereafter referred to as the Project")
IN CONSIDERATION of the covenants as set forth in this Agreement,CLIENT and CRW agree as follows
A. SCOPE OF SERVICES/SCOPE OF WORK
A.1. PROJECT DESCRIPTION:
The Project is more specifically defined as follows Installation of an automated permit management,project
tracking,code enforcement,and/or business license tracking software system,and related subsystems
A.2. AGREEMENT CONTENTS:
This Agreement includes the following Exhibits
Exhibit A Project Scope of Work
Exhibit B Project Milestone and Payment Schedule
Exhibit C Project Cost Summary
Exhibit D Software License
Exhibit E System Acceptance Testing
A.3. COMMENCEMENT DATE:
A.3.1. The commencement date for the services to be provided by CRW shall be the date upon which CRW is
in receipt of all of the following (a)a fully executed original of this Agreement,(b)written notice to
proceed provided by CLIENT CRW shall not be obligated to perform any work pursuant to the Project,
including labor or materials,prior to the commencement date as defined herein
A.3.2. A Scope of Work,with itemized pricing of various items associated with the Project is attached hereto
as Exhibits A and B,and incorporated herein by this reference Subject to CLIENT'S duties and
responsibilities provided in Section C,the time periods set forth in Exhibits A and B shall be adhered to
The time periods indicated are provided as a general understanding of the estimated time period in
which various Project items will be completed It is not intended to impose strict deadlines for
completion of all or any part of the work
A.2.3. The time schedule provided in Exhibit A,Scope of Work,is based in large part on the assumption that
CLIENT will provide all necessary information to CRW in a timely manner in accordance with Section C of
this Agreement
B. DUTIES AND RESPONSIBILITIES OF CRW
B.1. SCOPE OF WORK:
B.1.1. After the commencement date,CRW shall perform the following services
(1) Install Permit Management,Project Tracking Electronic Plan Review software
(2) Provide data conversion of CLIENT'S existing data and incorporate data into CRW system
(3) Provide configuration assistance in accordance with work processes and business rules established
prior to the Workbook Collection meeting
(4) Provide hands-on,Administrator Training,as specifically provided herein
(5) Provide on-site,hands-on,User Training,as specifically provided herein
(6) Provide remote access support during Annual Maintenance period CLIENT to provide local
workstation with remote connection and appropriate remote access software
Page 1 Permitting Software Solution ContractNo 2013 1298
City of Clermont,FL
B.1.2. CRW shall install software and provide all services in a workmanlike manner in accordance with the
Scope of Work,subject to the terms and conditions as stated in the Agreement Any additional services
must be evidenced by a written modification of this Agreement,or change request pursuant to Section
C of the Agreement Services to be provided do not include hardware
B.2. MAINTENANCE AND SUPPORT:
CRW shall provide the following maintenance and support services to CLIENT immediately following completion
of System Acceptance Testing Annual Maintenance and Technical Support fees are payable upon System
Acceptance,and are renewable on the anniversary date of System Acceptance
B.2.1. TRAKIT software modifications to correct bugs or errors that are reported to CRW by CLIENT
B.2.2. TRAKIT software updates that are posted from time to time by CRW on web site
(www crw com/support/customer_support) Updates may be downloaded and installed by CLIENT onto
CLIENT'S network
B.2.3. Technical support via telephone CRW reserves the right to restrict phone access to CLIENT-designated
System Administrators Toll-free phone access is provided by CRW(888-279-2043)
B.2.4. Technical support via web form on CRW web site(www.crw.com/support)
B.2.5. TRAKIT Software enhancement requests may be submitted by CLIENT to CRW Enhancement requests
will be reviewed by CRW and may be incorporated into future releases.CLIENT understands that
submittal of enhancement request does not obligate CRW to provide software modification
B.2.6. CLIENT may register for and enroll in CRW training classes for System Administrators or Users
Registration fees may vary from time to time
B.3. NOT RESPONSIBLE FOR DAMAGES DUE TO UNFORESEEN DELAYS:
Neither CLIENT nor CRW shall be responsible for any damages resulting from delays outside of its reasonable
control,including,but not limited to,(a)failure of CLIENT to furnish timely information,(b)failure of CLIENT to
approve or disapprove of CRW's work,and/or(c)strikes,lockouts,accidents,or acts of GOD
C. DUTIES&RESPONSIBILITIES OF CLIENT
C.1. INFORMATION TO BE PROVIDED BY CLIENT:
C.1.1. CLIENT will provide all information necessary for CRW to establish the permit software control files,
including but not limited to
(1) Current valuation and fee structures
(2) Current Permit,Project,License,and Case types designations and categories
(3) Examples of all current reports used by the CLIENT relating to permit management
(4) Any exceptions to the typical permit process,or any special permit processing requirements.
C.1.2. The CLIENT will provide CRW with access to CLIENT workstations and disk space for installation of the
software
C.1.3. The CLIENT will ensure and provide that staff who will be trained in the use of CRW software will have
sufficient basic knowledge of permit processing and MS-Windows functions.
C.2. CLIENT COOPERATION:
C.2.1. CLIENT understands that timely completion of the Project is dependent in significant part upon the
timely cooperation of CLIENT in providing information to CRW necessary to complete the project,
including,but not limited to.(a)Data obtained from CLIENT'S present system to be incorporated into
the new CRW system;and(b)information relative to desired permit forms to be incorporated into the
CRW system
D. COMPENSATION
D.1. CRW COMPENSATION&FEES:
CLIENT agrees to compensate CRW for professional services rendered under this Agreement for the total contract
price of$242,595[Two Hundred and Forty-Two Thousand,Five Hundred and Ninety-Five Dollars],which
amount shall include all labor and materials associated with this Project as specified in Exhibit C"Project Cost
Page 2 Permitting Software Solution ContractNo 2013 1298
City of Clermont,FL
Summary" Total Contract Price does not include any changes to the work as may be requested by CLIENT and
incorporated into the project pursuant to a written request by CLIENT as provided in section E of this Agreement
Sales,Use,Excise,or any State or Local taxes and/or licenses which may apply to this project are the responsibility
of CLIENT.
D.2. TERMS OF COMPENSATION:
CRW will submit invoices for work performed according to the payment schedule shown in Exhibit B"Project
Milestone and Payment Schedule" Project cost is divided into five(5)payments,each of which is due and
payable upon completion of the preceding milestone step CLIENT agrees to notify CRW of any disputed invoice
within fifteen(15)business days of receipt of such invoice Failure of CLIENT to pay undisputed invoices within 30
days of receipt will subject CLIENT to a late payment fee computed at a periodic rate of 1 0%per month of the
amount past due,representing an annual percentage rate of 12%,which late fee shall be applied to any unpaid
balance.
E. CHANGES AND ADDITIONS TO THE WORK
E.1 REQUIREMENTS OF WRITTEN CHANGE ORDERS:
CLIENT may request CRW to perform additional services not covered by the specific Scope of Work as set forth in
Exhibit A of this Agreement Any such requests shall be submitted in writing,and shall be signed by the CLIENT
Representative,as identified in 11 1 of this Agreement,and an authorized representative of CRW Such signed
requests shall include(a)a description of the additional services to be performed,and(b)the agreed upon price
for such services Any such requests signed by the CLIENT Representative,or other authorized agent of CLIENT,
shall be deemed authorized by CLIENT and shall bind CLIENT to its terms
E.2. PAYMENT FOR ADDITIONAL WORK:
Any such additional work performed by CRW shall be added to the contract price and billed in accordance with
the"Project Cost Summary"as outlined in Exhibit D of this Agreement. CRW will not commence any additional
services for the CLIENT until written authorization has been given by CLIENT and approved by CRW,as provided
above
F. INDEMNIFICATION AND INSURANCE
F.1. INDEMNIFICATION:
F.1.1. CRW shall indemnify,defend and hold harmless CLIENT from and against any claims,based upon
infringement of any United States copyright trademark or patent by the Software.CLIENT agrees to
notify CRW of any such claim promptly in writing CLIENT agrees to cooperate fully with CRW during
such proceedings.CRW shall defend at its sole expense all proceedings arising out of the foregoing In
the event of such infringement,CRW may replace,in whole or in part,Software with a substantially
compatible and functionally equivalent computer program or modify Software to avoid the
infringement
F.2. INSURANCE:
CRW,shall at CRW's own expense,purchase,maintain and keep in force during the term of this Agreement
(unless otherwise stated below)such insurance as set forth below All insurance policies provided under this
Agreement shall be written on an"occurrence"basis. The insurance requirements shall remain in effect
throughout the term of this Agreement
F.2.1. Worker's Compensation as required by law,Employers Liability Insurance of not less than$100,000.00
for each accident,$100,000 00 disease-each employee,$500,000 00 disease-policy limit
F.2.2. Commercial General Liability Insurance-$1,000,000 00 Limit
F.2.3. Professional Liability Insurance-$1,000,000 00 Limit Professional Liability insurance will be in force for
twelve(12)months from commencement date Professional Liability insurance shall apply to services
performed by CRW staff only.Professional Liability insurance shall not apply to third-party services or
services of subcontractors
Page 3 Permitting Software Solution ContractNo.2013 1298
City of Clermont,FL
F.2.4. All policies are to be written through companies duly approved to transact that class of insurance in the
State of Florida
F.2.5. Insurance is to be placed with carriers with a Best rating of A VII or better
F.2.6. CRW hereby waives subrogation rights for loss or damage to the extent same are covered by insurance
Insurers shall have no right of recovery or subrogation against CLIENT,it being the intention that the
insurance policies shall protect all parties to the Contract and be primary coverage for all losses covered
by the policies
F.3. PROOF OF INSURANCE:
Exhibit G contains a Certificate of Insurance for Items F 2 above as proof that said insurance is in full force as of
the date of this Agreement Additionally,CRW shall deliver to CLIENT an updated Certificate of Insurance for
Items F 2 with every invoice submitted during the term of this Agreement
CLIENT,its officers and agents,shall be endorsed as an additional insured under CRW's General Liability
Insurance
CRW will not modify or cancel its General Liability Insurance without written notification and approval from the
CLIENT
G. TERMINATION
G.1. TERMINATION OF AGREEMENT
G.1.1. This Agreement may be terminated by CLIENT at any time,with or without cause,upon written notice
to CRW Notwithstanding the date of such notice,termination shall be effective upon receipt by CRW of
such notice of termination. In the event of termination by CLIENT,CLIENT shall pay CRW for all
undisputed services and materials provided to CLIENT pursuant to this Agreement up to and including
the date of receipt by CRW of notice of termination
G.1.2. In the event CLIENT terminates this Agreement,the CLIENT agrees to immediately return all source code
or other materials provided to CLIENT by CRW,and to destroy,erase,and purge all software provided
by CRW from any and all CLIENT computers.
G.1.3. Within 30 days of termination CLIENT agrees to provide CRW with written confirmation that all CRW
software has been destroyed Within its sole discretion,and upon reasonable notice to CLIENT,CRW
shall have the right to verify that CRW software has in fact been removed or destroyed by personal
inspection of CLIENT computers.
G.1.4. Any use by CLIENT of any CRW software after termination of this agreement by CLIENT without the
express written authorization of CRW shall be a breach of this agreement and subject CLIENT to
substantial damages.
H. OWNERSHIP OF DOCUMENTS
H.1. OWNERSHIP OF DOCUMENTS:
H.1.1. All plans,specifications,reports,and other design documents prepared by CRW pursuant to this
Agreement shall become property of CLIENT only after completion of the Project
H.1.2. All source code for computer programs or modifications to programs,which are produced pursuant to
this Agreement shall be deemed,and remain,the intellectual property of CRW and are protected under
the copyright,patent,or other laws,of the United States as well as other jurisdictions where such
programs are being used
H.1.3. CLIENT agrees to respect CRW's purported ownership of any such proprietary rights which may exist,
including patent,copyright,trade secret,trademark and other proprietary rights,in and to Software and
any corrections,bug fixes,enhancements,updates or other modifications,including custom
modifications,to Software,whether made by CRW or any third party Unless otherwise required by
applicable law,including but not limited to,Florida's Public Records law or by order of a Court of
competent jurisdiction CLIENT shall not sell,license,publish,display,distribute or otherwise transfer to
a third party Software or any copy thereof,in whole or in part,without CRW's prior written consent
Page 4 Permitting Software Solution ContractNo 2013 1298
City of Clermont,FL
H.2. SOURCE CODE ESCROW:
H.2.1. CRW shall maintain a software escrow account A copy of the latest source code for the software being
installed by CRW pursuant to this Agreement shall be deposited in this escrow account.
H.2.2. CRW will pay the entire cost of this source code escrow account
H.2.3. CLIENT will be registered as a Registered Beneficiary of the Software Escrow Agreement
I. COMMUNICATION THROUGH CLIENT/CRW DESIGNATED REPRESENTATIVES
All communication relating to project status shall be exchanged between a designated representative of the CLIENT and a
designated representative of CRW as identified below
1.1. DESIGNATED CONTRACT REPRESENTATIVES:
1.1.1. The designated representative of CLIENT and CRW Systems is as follows.
CLIENT CRW
Name Barbara Hollerand Christopher R Wuerz,P.E.
Title:Planning Director President,CRW Systems,Inc
Address.685 West Montrose Street 2036 Corte Del Nogal Suite 200
Clermont,FL 34711 San Diego,CA 92011
Phone (352)241-7307 Phone (858)451-3030
Fax (352)394-3542 Fax (760)438-2060
Email bhollerand @clermontfl org Email chns @crw.com
1.1.2. If the designated representative or address of either party changes during the term of this Agreement,a
written notice shall be given to the other party prior to the effective date of change
1.2 DESIGNATED SYSTEM ADMINISTRATOR:
1.2.1. The CLIENT Representative shall identify and designate System Administrators. All communication
related to day-to-day operations of the system,including system maintenance,systems problems
and/or troubleshooting,shall be made to CRW only through either the designated representative of
CLIENT as identified in 1.1.1 above,or the System Administrators as identified below
1.2.2. The System Administrators shall participate in all training sessions conducted by CRW as required by this
Agreement,and shall become fully knowledgeable and competent to use all aspects of the system
software (It is highly recommended that the designated System Administrators be someone with
experience and competence with personal computers.)
1.2.3. The System Administrator(s)for CLIENT is designated as follows
Name. Don Dennis,I T Director:Tom Philbnck,System Admin,Matt Lynch,System Admin
J. MISCELLANEOUS GENERAL PROVISIONS
J.1. LICENSES:
CRW shall obtain and maintain all business licenses as may be required by law
J.2. STATUS OF CRW AS CONSULTANT:
Throughout the term of this Agreement,CRW,its employees,subcontractors,consultants,and agents shall be
considered as an independent contractor(s). Nothing in this Agreement shall be interpreted to imply an
employee-employer relationship between CLIENT and CRW
J.3. MEDIATION OF DISPUTES:
Prior to the commencement of any litigation arising out of this Agreement,both CRW and CLIENT agree to
participate in good faith in non-binding mediation of any dispute or claim,which remains unresolved after
informal discussions Both CRW and CLIENT shall negotiate in good faith to select a qualified mediator
Page 5 Permitting Software Solution ContractNo 2013 1298
City of Clermont,FL
J.4. ATTORNEY'S FEES:
In the event that any legal proceeding is instituted by either CRW or CLIENT to enforce the terms of this
Agreement or to determine the rights of CRW or CLIENT,the prevailing party in said legal proceeding shall be
entitled to recover its reasonable costs and attorney's fees
J.S. APPLICABLE LAW:
This Agreement,its interpretation and all work performed thereunder shall be governed by the laws of the State
of Florida Venue for the enforcement of this agreement shall lie exclusively in Lake County,Florida.
All claims,disputes,and other matters in question arising out of,or relating to,this agreement or the breach
thereof shall be resolved in the Court of Lake County,Florida,and all parties hereto specifically waive any"venue
privilege"they may have in any other jurisdiction
J.6. BINDING ON SUCCESSORS:
All the terms,provisions and conditions of this Agreement shall be binding upon and inure to the benefit of the
parties hereto and their respective successors,assigns and legal representatives
J.7. DUE AUTHORITY:
CLIENT represents and warrants that the person executing this Agreement on behalf of CLIENT is an agent of
CLIENT and has full and complete authority to execute this Agreement and enter into the terms and covenants
provided herein,and has been designated by CLIENT to execute this Agreement on behalf of CLIENT.
CRW represents and warrants that the person executing this Agreement on behalf of CRW is an agent of CRW and
has full and complete authority to execute this Agreement and enter into the terms and covenants provided
herein,and have been designated by CRW to execute this Agreement on behalf of CRW
J.B. WARRANTY ON TITLE:
CRW warrants that it has good title and all proprietary rights to the Software to enable it to license its use to
CLIENT free of any proprietary rights of any other party or any other encumbrance
J.9. APPLICATION SOFTWARE WARRANTY:
CRW warrants that its Software will perform in the manner described in the Agreement documents including
CRW's Proposal for a Permitting Software Solution(RFP#13-021)dated August 29,2013,hereby incorporated by
reference as if fully contained herein and any other written user documentation for the version installed This
Warranty shall commence upon date of acceptance by CLIENT as defined by Exhibit E attached hereto.
J.10 SERVICES WARRANTY:
CRW warrants that the services provided hereunder shall be executed in a correct and competent manner
consistent with the professional standards of the industry. Any error or defect in the services provided hereunder
shall be corrected by CRW at no additional cost to the CLIENT.
J.11. ENTIRE AGREEMENT:
This Agreement contains the entire understanding and agreement between CRW and CLIENT. Any prior
agreements,promises,proposals,negotiations or representations—oral or written—not expressly set forth
herein shall be of no force or effect.In the event of a conflict between the terms and conditions of this
Agreement and any document incorporated by reference,the terms and conditions of this Agreement shall
prevail This Agreement may be modified or amended only by written agreement signed by both CRW and the
CLIENT
Page 6 Permitting Software Solution ContractNo 2013 1298
City of Clermont,FL
J.12. AGREEMENT AS OFFER:
This Agreement shall be valid only if it is signed by both CLIENT and CRW,and a signed original has been received
by both parties on or before January 31,2014
CITY OF CLERMONT,FL CRW SYSTEMS,INC ,y
Dated Tay%Utkr 14) aOI'f Dated 1 - 20 1
By 1 %ice \ By
. Turville,Jr,City Mayor Christopher R Wuerz, •,esident
Page 7 Permitting Software Solution ContractNo 2013.1298
City of Clermont,FL
EXHIBIT A
PROJECT SCOPE OF WORK
Upon receipt of a written Notice to Proceed from CLIENT,CRW shall perform the following services
A. On-Site attendance and participation in project meetings.
Meetings Project kick-off meeting,business process reviews,software installation,database installation,project
implementation meetings
On Site Days CLIENT changes to scheduled travel days within 14 days of project schedule may incur increased travel
expenses
B. Deliver computer software(TRAKiT)and database structures for SQL/Server database.
Deliverable Computer software,installation instructions,services to install software on CLIENT network,services to
install SQL/Server database and tables CRW does not configure/install any hardware
B.1. Provide eTRAKiT modules for web-based Citizen/Contractor permit processing.
Deliverable Requires a separate web server hosting the ASP.NET pages to provide the following functions
(1) Purchase,pay fees,&print permits using one of the following vendors. Payment
gateways not listed will incur an additional cost. Payment gateway must be specified
within 30 days of contract execution
• PayPal(Payflow Pro and/or Website Payments Pro)
• Authorize.NET(standard mode only)
• Plug'N'Pay(standard mode only)
• USA ePay(standard and redirect mode)
• US Bank(redirect mode only)
• Virtual Merchant(standard and redirect mode)
• CSI eCollections(standard mode only)
• PayGov/PayTrust(standard mode only)
• Open Pay(standard mode only)
(2) Includes one(1)standard Permit Form for online customers Changes to permit form will
incur an additional cost.
(3) Request inspections as a Contractor or Citizen.
(4) Review inspection,review,condition,fee statuses and updates.
(5) Search general license information Requires the LicenseTRAK module. Includes one(1)
standard License form for online customers Changes to form will incur an additional
cost
(6) Create user logins for citizens and/or contractor login.
(7) Inspector login to change/input results
(8) Reviewer login to update review notes and status results
8.2. Provide MobileTRAK module for field-ready iPAD interface.
Deliverable 'TRAKiT module for iPad to provide the following functions
(1) Login as TRAKiT Inspector
(2) Complete and result scheduled PermitTRAK inspections from the field
(3) Utilize in off-line mode without Internet connection(GIS will not update)
(4) Provide access to Google Maps.
(5) Calculate efficient route
(6) Upload photos from iPad,and view associated attachments(requires connection).
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8.3. Provide eMarkup module for digital plan markup.
Deliverable eMarkup module for up to five(5)concurrent user licenses
(1) Login for review staff
(2) Ability to open PDF and CAD files to digitally mark-up Does not affect the source file
(3) Comment directly on electronic plans
(4) Save plans back to PermitTRAK and ProjectTRAK attachments
(5) Provides up to(10)custom stamps Additional stamps will incur an additional cost
(6) Installation of ActiveX control on workstations requiring access
C. Provide data conversion services.
Deliverable Electronic transfer(via FTP or email)of converted database,services to develop conversion software for
translation,services to perform data conversion,services to install converted data,services to
investigate and correct any errors uncovered during conversion balancing and/or system testing
Applies to Land data from a single source
Applies to Historical data from Perconti CD Plus System
CLIENT will provide to CRW all tables and files that are necessary for historical data conversion.CLIENT agrees to provide all
necessary files and data to CRW within thirty(30)days of project commencement date CRW does not guarantee the
quality of the source data received,but makes reasonable effort to convert all data in the original source that it is provided
D. Provide software training.
Deliverable Provide System Administrator training for up to two(2)CLIENT staff during scheduled training at CRW
designated facilities.
Deliverable Provide Report Writing training for up to two(2)CLIENT staff during scheduled training at CRW
designated facilities.
Deliverable Conduct three(3)days of on-site,hands-on System Acceptance training at CLIENT office Class size is
limited to eight(8)students per day
Deliverable. Conduct five(5)days of on-site,hands-on End User training at CLIENT office Class size is limited to eight
(8)students per day
CLIENT to provide classroom space,workstations,and networked access to the server for all on-site classes at CLIENT
facilities If CLIENT does not have hardware for conducting training,then CRW can provide onsite laptop labs for an
additional cost
E. Provide Project Implementation services.
Deliverable Develop up to five(5)custom forms,and up to two(2)custom reports,as directed by CLIENT staff,
provide standard(ICC or other)Valuation tables;develop custom valuations and fee formulas as
directed by CLIENT staff,using information provided by CLIENT
Deliverable Installation of forms,fee tables,types,inspections,and valuation tables in TRAKIT database
Deliverable Data import specification(using standard TRAKIT import function)for monthly updates of assessor
records
CLIENT to provide information regarding fee formulas,usage,permit and project forms
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CLIENT agrees to provide all necessary custom report and custom form definitions to CRW within thirty(30)days of project
commencement date
F. Deliver integration to MUNIS financial system.
Deliverable Create a stored procedure/batch script routine to export financial details nightly from the TRAKIT
system into the MUNIS financial system.A sample export routine with instructions must be provided to
CRW within 30 days of contract execution
G. Deliver integration to Laserfiche Document Management System
Deliverable Real-time exchange of attachments moved from TRAKIT into Laserfiche's storage Custom interface
design to be specified between CRW and CLIENT.
CLIENT will ensure that the product/license is up to date to take advantage of CRW's integration
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EXHIBIT B
PROJECT MILESTONE AND PAYMENT SCHEDULE
Task CLIENT Responsibilities CRW Responsibilities Target Date
1. Contract Execution/ CLIENT signs contract and CRW signs final contract January 2014
Notice to Proceed provides Notice to Proceed
2. Project Hand-Off Call CLIENT reviews and sets initial CRW&CLIENT review Project January 2014
Project Timeline dates with CRW Timeline,CRW delivers
electronic copies of
Configuration Guide
3. Confirm Hardware& CLIENT provides confirmation CRW reviews hardware January 2014
Required Systems that all required hardware, specifications with CLIENT,CRW
servers,database systems,and confirms remote access.
related components are ready
4. Initial Data Extract CLIENT uploads all legacy CRW provides FTP access for January 2014
databases quoted in the contract uploading all source files CRW
to CRW's FTP site reviews initial data upload
5. Software Installation CLIENT provides remote access to CRW installs all TRAKIT software January 2014
servers on CLIENT servers One
workstation will also be tested
6. First Payment Due Customer provides 15`payment January 2014
100%of Software Licensing for software licensing.
$138,500
7. GIS Consultation CLIENT conducts meeting with CRW offers suggestions to February 2014
CRW to discuss the delivery ensure expected delivery is
expectations for GIS data achieved CRW provides a
sample'Map Template'to be
used within TRAKIT GIS
8. Delivery of Geodatabase CLIENT uploads geodatabase CRW begins mapping the source February 2014
onto CRW's FTP site for data tables to the TRAKIT structure.
mapping.
9. Database Consultation CLIENT conducts meeting with CRW provides suggestions to February 2014
CRW to discuss the data ensure expectations are
conversion process and a brief reviewed.
review of the data structure
CLIENT signs-off on Data Source
Document
10. Kick-Off Meeting CLIENT attends and participates CRW conducts Kick-Off meeting February 2014
in Kick-Off Meeting Kick-Off onsite. Reviews Configuration
Meeting is divided into 2 days Guide with all Departments,and
with one full onsite initial training assists in completing LandTRAK
day,followed by a review of the data fields CRW provides
Configuration Guide. workflow samples for future
discussions
11. 1n LandTRAK Data Map CLIENT reviews land data CRW provides a draft of the February 2014
Review mapping document with CRW Land data map based on GIS
data provided and information
requested by the user group
12. Initial Workflows CLIENT provides initial workflows CRW reviews initial workflows February 2014
from various Departments for submitted for Business Process
review Meeting
13. Business Process Review CLIENT provides information and CRW assists the CLIENT with March 2014
Meeting participates in preliminary Workbooks and identifies
business process discussion process adaptations eTRAKiT
Sessions are divided among expectations and settings are
various Departments reviewed for configuration
implementing TRAKIT
14. 1st Draft of Data Mapping CLIENT to review data mapping CRW to review initial draft of March 2014
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Task CLIENT Responsibilities CRW Responsibilities Target Date
Document document for legacy data data mapping document with
provided by CRW CLIENT
15. Spatial Joins&Map CLIENT provides all required CRW reviews the submitted March 2014
Template Delivered spatial joins based on spatial joins and map template
requirements The finalized map from CLIENT
template is also delivered to
CRW
16. eTRAKiT Credit Card CLIENT provides CRW with CRW reviews credit card portal March 2014
Gateway eTRAKiT credit card gateway and prepares a scope for
information for integration expectations.
17. Workbook Collection CLIENT provides completed CRW collects CLIENT responses April 2014
Meeting Workbooks and copies of needed to Workbooks,CRW conducts
forms/reports,CLIENT attends Department meetings to ensure
department meetings to offer understanding of responses and
insight into workflow,CLIENT discuss procedural needs,CRW
provides complete set of source reviews data to convert with
data for conversion CLIENT.
18. LandTRAK Data Map Sign CLIENT signs-off on LandTRAK CRW finalizes data map for April 2014
Off data mapping document CLIENT sign-off
19. Data Mapping Document CLIENT approves data mapping CRW to provide data mapping April 2014
Sign Off document after a review with documents,layouts,and
CRW's data conversion specialist explanations.
20. System Configuration CLIENT participates and provides CRW configures system April 2014
additional information as needed according to Workbook
by CRW responses and meeting
discussions,CRW converts
historical data,CRW
creates/customizes reports
and/or forms(e.g.Permit Form)
21. Map Services Data CLIENT delivers Map services and CRW configures Map services April 2014
Delivered Map services data to CRW prior with data
to Initial Delivery
22. Initial Delivery CLIENT will attend the CRW installs and demonstrates May 2014
demonstration of the delivery. configured system with various
Departments eTRAKiT
validation/preferences are
reviewed with CLIENT
23. Workflow Processes CLIENT receives written workflow CRW delivers a sample set of May 2014
Delivered processes from CRW workflow processes to CLIENT
for review and use during
Training.
24. Second Payment Due Customer provides 2nd payment May 2014
25%of Services for services
$26,024
25. System Acceptance Users CLIENT will provide meeting CRW provides training materials May 2014
Trained space and provide up to eight(8) and laptops with initial system
staff for training. configuration.
26. System Acceptance Testing CLIENT"System Acceptance" CRW receives change requests May 2014
Begins Users verify accuracy and from CLIENT and makes
placement of converted data, necessary revisions
forms&reports;CLIENT tests
software configuration;CLIENT
tests program interfaces,CLIENT
tests software customizations,
CLIENT notifies CRW of desired
changes
27. Initial Delivery Revisions CLIENT delivers revision list to CRW receives review comments June 2014
CRW from CLIENT and begins
Page 12 Permitting Software Solution ContractNo 2013 1298
City of Clermont,FL
Task CLIENT Responsibilities CRW Responsibilities Target Date
adjusting configured system
28. External Interface Review CLIENT tests any external data CRW reviews any external data June 2014
interfaces provided by CRW, import/export routines
includes land update routine, prepared for CLIENT
accounting interface,and other
data import routines.
29. Revised Delivery CLIENT continues review of CRW delivers revisions to June 2014
system CLIENT
30. Third Payment Due Customer provides 3`d payment June 2014
25%of Services for services
$26,024
31. GIS Final Review CLIENT tests map services and CRW finalizes GIS configuration July 2014
updates with CRW. for Go Live.
32. Final Revisions List CLIENT delivers final revision list CRW receives review comments July 2014
to CRW from CLIENT and makes final
adjustments
33. eTRAKiT Final Connection CLIENT validates the CRW provides remote assistance July 2014
Validated configuration settings for for eTRAKiT payment portal.
eTRAKiT portal
34. Final Delivery CLIENT reviews final items CRW installs modified system August 2014
submitted
35. System Acceptance Testing CLIENT approves final system August 2014
Ends before User Training commences
36. Fourth Payment Due CLIENT provides 4th payment for August 2014
25%of Services services.
$26,024
37. CLIENT Support Transition CLIENT attends remote discussion CRW introduces CLIENT Support August 2014
Call with CRW CLIENT Support team. team along with expectations
for using technical assistance
after Go Live
38. End User Training CLIENT provides meeting space CRW provides training materials 2 weeks after System
for up to eight(8)staff and laptops with configured Acceptance ends
system.
39. General System CLIENT core users attend a mini CRW conducts an accelerated September 2014
Administration Training System Administrator training System Admin session with core
session prior to Go Live users for user privilege and
general configuration
management.
40. Transition to Live CLIENT provides final extract of CRW converts data and loads September 2014
historical data to CRW onto CLIENT's server
41. Go Live CLIENT Goes Live with TRAKIT, CRW provides Go Live support September 2014
ITRAKIT,and eTRAKiT. onsite.
42. Final Payment CLIENT provides final payment 30 days after
25%of Services completion of Go Live.
$26,023
43. Follow-up Visit CLIENT assembles various CRW conducts an onsite follow- 45 days after
Departments for review with up visit 45 days after Go Live. completion of Go Live
CRW.
System Administrator/Report CLIENT provides System CRW trains CLIENT staff at any Date and location to
Writing Training Administrators for training at a of the following locations& be determined based
remote location dates on availability
Target dates on this schedule are intended to reflect projected completion dates for the respective milestone
Page 13 Permitting Software Solution ContractNo.2013 1298
City of Clermont,FL
EXHIBIT C
PROJECT COST SUMMARY
A. Software&Licensing Fees
LandTRAK,Standard TRAKIT GIS(ArcGIS Server
Version 10 1 and above) $ 10,000 - Module
PermitTRAK $ 9,500 - Module
ProiectTRAK $ 9,500 - Module
AEC TRAK $ 0 - Module
CodeTRAK $ 9,500 - Module
LicenseTRAK $ 10,000 - Module
MobileTRAK(iTRAKIT) $ 10,000 - Module
eTRAKIT $ 15,000 - Module
eMarkup $ 30,000 - 5 Users
Laserfiche Integration $ 5,000
End-User Licensing(concurrent) $ 30,000 - 15 Users
Sub-total: $ 138,500
B. Implementation&Project Management
System Configuration $ 11,250 - 15 class Types
Control Tables Setup $ 9,500
GIS Integration $ 2,500
MobdeTRAK Configuration $ 3,500
eTRAKIT Configuration $ 5,000
eMarkup Configuration $ 7,000
TRAKIT System Installation-Support $ 1,500 - 1 remote day
Kick-off Meeting $ 2,500 - 1 Day
Business Process Review(BPR Meeting) $ 7,500 - 3 Days
Project Meetings(on-site) $ 10,000 - 4 Days
CRW Go-Live Support $ 5,000 - 2 Days
Sub-total: $ 65,250
C. Data Conversion
Assessor,or GIS import $ 5,000 - Assessor or GIS data
Historical data $ 9,500 - Perconti
Sub-total: $ 14,500
D. Training Services
End User Training $ 12,500 - 5 days
eMarkup Training $ 2,500 - 1 day
System Acceptance Training $ 7,500 - 3 days
System Admin/Report Writing Training $ 3,000 - 2 seats
Sub-total: $ 25,500
E. Travel&Expenses $ 15,300
F.Contingencies/Customizations
Financial System Integration $ 2,500 - Tyler Munis(batch script)
Custom Reports $ 3,000 - 2 reports
Custom Forms $ 5,000 - 5 forms
Sub-total: $ 10,500
G.Discounts
Proposed 10%Project Discount ($ 26,955)
Sub-total: ($ 26,995)
Total of TRAKiT Installation: $ 242,595
Page 14 Permitting Software Solution ContractNo 2013 1298
City of Clermont,FL
EXHIBIT D
SOFTWARE LICENSE AGREEMENT
This perpetual License Agreement for the use of"Community Development Software"(Software)developed and marketed by CRW is
granted to CLIENT by CRW as of the date of this Agreement.
SUMMARY OF LICENSE TERMS
1 Software is marketed by CRW under the title of"TRAKiT"
2 Software provided to the CLIENT under this License allows the CLIENT to perpetually use,not own,the software
3. Software is provided to the CLIENT as a multi-user,concurrent access license.The designated number of concurrent
Users/Administrators/Observers for this license is fifteen(15) The designated number of concurrent
Users/Administrators/Observers for eMarkup license is five(5). CLIENT is permitted to install Software on any and all
workstations owned or controlled by the CLIENT Software will allow a designated number of concurrent users to access
the databases maintained by Software.Users attempting to access the system databases with Software after the
designated number of concurrent users is logged on will be prohibited from logging on.
4 This software license shall not be sub-licensed,re-sold,assigned,transferred or otherwise distributed by the CLIENT to any
other person,company or organization without the written authorization of CRW.
5 This Software,including any and all modifications,upgrades and bug fixes,is protected by the copyright laws of the United
States and international copyright treaties. Unauthorized copying of the Software,including software that has been
modified,merged or included with the Software,or the associated written materials(the"Documentation")is expressly
forbidden.CLIENT may not remove,obscure,or alter any notice of patent,copyright,trademarks,trade secret or other
proprietary rights in the Software The Title,ownership rights,and intellectual property rights in and to this Software shall
remain with CRW
6. CRW has made reasonable checks of the Software to confirm that it will perform in normal use on compatible equipment
substantially as described in the specifications for the Software. However,due to the inherent nature of computer
software,neither CRW nor any individuals involved in the development or installation of the Software warrant that the
Software or the Documentation is completely error free,will operate without interruption,is compatible with all equipment
and software configurations,or will otherwise meet your needs
7 CRW warrants that it has good title and all proprietary rights to the Software to enable it to license its use to CLIENT free of
any proprietary rights of any other party or any other encumbrance
8 CRW warrants that its Software will perform in the manner described in the Agreement documents including CRW's
Response to the CLIENT's RFP,hereby incorporated by reference as if fully contained herein and any other written user
documentation for the version installed
9 This Warranty shall commence upon date of acceptance by CLIENT as defined by Exhibit E attached hereto
10 Neither CRW nor any of the people or companies involved in providing this license to the CLIENT may be held liable for any
incidental or consequential damages caused by failures or faults of the software or its functions
11 CRW's sole responsibilities with respect to error corrections will be to correct any defects or errors in the Software or its
functions,which are brought to the attention of CRW by the CLIENT
12 This License Agreement will remain in effect until CLIENT returns Software to CRW,or until CLIENT destroys Software
Page 15 Permitting Software Solution ContractNo 2013 1298
City of Clermont,FL
EXHIBIT E
SYSTEM ACCEPTANCE TESTING
1 CLIENT shall commence System Acceptance tests upon written notification from CRW that system software and database
conversion has been installed and is ready for System Acceptance testing.Testing shall be conducted at CLIENT site,using
CLIENT computer hardware CLIENT staff will conduct all System Acceptance Testing.
2. CLIENT shall be allowed a period of thirty(30)business days for System Acceptance Testing,beginning from the date of
notification as provided in paragraph 1 above,and continuing,and completed,as provided in paragraphs 3 and 4 below
CLIENT shall immediately advise CRW,in writing,of any error,or perceived error,discovered at any time during the testing
period.
3 Upon delivery of written notification from CLIENT to CRW of a software system or database conversion error,or other
problem,has occurred,CRW shall have ten(10)business days to address and correct such error so as to render the system
operable CRW shall provide written notice to CLIENT that the error has been corrected During the time period between
notification of any error until to such time that CRW advises CLIENT of correction of such error the thirty(30)day System
Acceptance test period shall be suspended The thirty(30)day System Acceptance test period shall resume upon notice by
CRW that the previously noticed errors have been corrected and once the corrections have been made available to the
CLIENT.
4 CRW shall provide written notice to CLIENT when the thirty(30)day System Acceptance test period has expired
Thereafter,CLIENT shall have five(5)business days to provide CRW with written notice of any remaining errors or
problems ACCEPTANCE SHALL BE DEEMED TO HAVE OCCURRED AT THE LATEST OF THE FOLLOWING DATES (a)THE DATE
WRITTEN NOTICE IS PROVIDED BY CRW TO CLIENT THAT THE FINAL PROBLEMS IDENTIFIED BY CLIENT PURSUANT TO THIS
SECTION HAVE BEEN CORRECTED,OR(b)THE DATE OF NOTICE BY CRW TO CLIENT INDICATING THAT THE ACCEPTANCE
TESTING PERIOD HAS EXPIRED
5 CLIENT may begin using the software for productive use following completion of the System Acceptance tests."Productive
Use"shall include the issuance of any building permits,inspections and/or fee collection from the general public.
6 CLIENT may not begin to use the software for productive use prior to completion of the System Acceptance tests.If CLIENT
begins using software for productive use prior to completion of the System Acceptance test,then the system acceptance
test will be deemed completed and satisfactory.
Page 16 Permitting Software Solution ContractNo.2013 1298
City of Clermont,FL
TRAM' CRW
Community Development Software
SOFTWARE MAINTENANCE &SUPPORT AGREEMENT
This Agreement is entered into this P+ day of 'Ian V o.ry , a.01 if , by and between CLERMONT,
(hereinafter "CLIENT") and CRW SYSTEMS, INC., (hereafter "CRW") (collectively referred to as "the PARTIES") for the
maintenance and support services of permit and code enforcement software as further specified in Exhibit A (the
"SOFTWARE") provided to CLIENT by CRW pursuant to a separate Installation&License Agreement.
IN CONSIDERATION of the covenants as set forth in this Agreement, CLIENT and CRW agree as follows:
A. INCORPORATION OF DOCUMENTS
The following documents are attached hereto and, by this reference, incorporated in this Agreement:
EXHIBIT A: Covered Sites, Software Modules&Configuration
EXHIBIT B: Services and Fees
B. COVERAGE
B.1. SCOPE OF SERVICES:
CRW shall provide maintenance service, technical support and software updates for the SOFTWARE as further
detailed in Exhibit A and herein referred to as "Covered Software". Covered software does not include
hardware, hardware vendor operating systems and other system software, CLIENT-developed software, or
third-party software.
B.2. DESCRIPTION OF SERVICES:
B.2.1. SUPPORT SERVICES. During the term of this Agreement, CRW shall provide the services described
herein so as to maintain the Covered Software in good working order, keeping it free from material
defects so that the Covered Software shall function properly and in accordance with its intended use.
B.2.2. TECHNICAL SUPPORT. CLIENT shall have email and Toll-free phone access to CRW Monday
through Friday during their normal business hours. CRW shall use its best efforts to work with and
support all CLIENT-users who may call CRW with technical questions, however, CRW reserves the right
to restrict email and/or telephone access to CLIENT-designated representatives only, as further
detailed in Section G.3. herein. CRW shall have contact with CLIENT'S designated System
Administrator by telephone or email at least once per month to discuss system performance and
unanswered questions. At the request of the CLIENT a quote for onsite technical support may be
provided at any time.
B.2.3. REMEDIAL SUPPORT. Upon notification by CLIENT of an error, defect, malfunction or
nonconformity in the Covered Software,CRW shall respond as follows:
(a) SEVERITY 1: Produces an emergency situation in which the Covered Software is
inoperable, produces incorrect results,or fails catastrophically.
RESPONSE: CRW shall provide a response by a qualified member of its staff to begin to
diagnose and to correct Severity 1 problem as soon as reasonably possible, but in any event,
a response via telephone will be provided within two(2) hours. CRW will continue to provide
best efforts to resolve Severity 1 problems in less than forty-eight(48) hours. The resolution
will be delivered to CLIENT as a work-around or as an emergency software fix. If CRW
delivers an acceptable work-around,the severity classification will drop to Severity 2.
(b) SEVERITY 2: Produces a detrimental situation in which performance of the Covered Software
degrades substantially under reasonable loads, such that there is a severe impact on use the
Page 1 of 7 Software Maintenance&Support AgreementNo 2013.1299
City of Clermont,FL
TRAKirm CRW
Community Development Software
Covered Software is usable, but materially incomplete; one or more mainline functions or
commands is inoperable; or the use is otherwise significantly impacted.
RESPONSE: CRW will provide a response by a qualified member of its staff to begin to
diagnose and to correct a Severity 2 problem as soon as reasonably possible, but in any event
a response via telephone will be provided within six (6) hours. CRW will exercise best efforts
to resolve Severity 2 problems within five (5) days. The resolution shall be delivered to
CLIENT in the same format as Severity 1 problems. If CRW delivers an acceptable work-
around for a Severity 2 problem,the severity classification will drop to a Severity 3.
(c) SEVERITY 3: Produces an inconvenient situation in which the Covered Software is usable, but
does not provide a function in the most convenient or expeditious manner, and the user
suffers little or no significant impact.
RESPONSE: CRW will provide a fix or fixes for Severity 3 problems within 15 days or at the
next scheduled maintenance release, whichever occurs first.
(d) SEVERITY 4: Produces a noticeable situation in which the use is affected in some way which
is reasonably correctable by a documentation change or by a future, regular release from
CRW.
RESPONSE: CRW will provide a fix or fixes for Severity 4 problems within 15 days or at the
next scheduled maintenance release,whichever occurs first.
(e) For the purpose of the response listed above, an "hour" is defined as one (1) business hour
during CRW office hours, and a "day" is defined as one (1) business day during CRW office
hours.
B.2.4. EMAIL/FACSIMILE SUPPORT. For Severity 3 &Severity 4 issues, CRW provides a written problem
report. CLIENT may submit a problem report via email or fax at any time. CRW shall acknowledge
receipt of all reports with a telephone call or response email to CLIENT and provide a resolution to the
problem within 15 days or at the next scheduled maintenance release, whichever occurs first.
B.2.5 MAINTENANCE SERVICES. During the term of this Agreement CRW will maintain the Covered
Software by providing CLIENT with all software upgrades, enhancements and modifications. All
updates or new versions shall be provided to CLIENT via download through CRW's website. CRW
anticipates at least one upgrade per quarter.
B.2.6. SERVICES NOT INCLUDED. Maintenance Services do not include any of the following:
(a) Custom programming services;
(b) On-site support, including installation of hardware or software;
(c) Support of any software not designated as Covered Software.
(d) Custom reports/forms or a modification to an existing reports/forms.
(e) Training,except as specified in Exhibit B.
B.2.7. LIMITS OF LIABILITY. CRW assumes no responsibility for the correctness of, performance of, or
any resulting incompatibilities with, current or future releases of the Covered Software if CLIENT has
made changes to the system hardware/software configuration or modifications to any supplied source
code of the Covered Software.
B.2.8. ADDITIONAL SERVICES. CLIENT may request CRW perform additional services which are not
covered under the Scope of Services or Description of Services as provided in this Agreement. Should
CRW agree to perform said additional services, CRW & CLIENT shall enter into a separate written
agreement setting forth the scope of said additional services and the compensation to CRW for those
additional services. Said separate written agreement may be made an amendment to this Agreement
at CRW's discretion.
Page 2 of 7 Software Maintenance&Support AgreementNo 2013 1299
City of Clermont,FL
TRAKirm CRW
Community Development Software
C. COMPENSATION
C.1. FEES:
C.1.1. SERVICE FEES: Fees for Maintenance, Support & Service provided under this Agreement shall be
contained in Exhibit B. Should a user and/or software package be added to Exhibit A, CRW reserves
the right to adjust and/or amend Exhibit A and Exhibit B accordingly and shall provide CLIENT with
notification of such adjustment.
C.1.2. TAXES: CLIENT shall, in addition to the other amounts payable under this Agreement, pay all sales
and other taxes, national, state or otherwise, however designated which are levied or imposed by
reason of transactions contemplated by this Agreement, except those which arise as a result of
income, including withholding taxes or similar deductions. Without limiting the foregoing, CLIENT shall
promptly pay to CRW an amount equal to any such items actually paid, or required to be collected by
CRW.
D. EXCLUSIONS OF LIABILITY
D.1. WARRANTY: CRW MAKES AND CLIENT RECEIVES NO WARRANTY EXPRESS OR IMPLIED AND THERE IS
EXPRESSLY EXCLUDED ALL WARRANTIES OF MERCHANTIBILITY AND FITNESS FOR A PARTICULAR PURPOSE.
CLIENT ACKNOWLEDGES AND AGREES THAT THE MAINTENANCE FEES AND OTHER CHARGES WHICH CRW IS
CHARGING UNDER THIS AGREEMENT DO NOT INCLUDE ANY CONSIDERATION FOR ASSUMPTION BY CRW OF
THE RISK OF CLIENT'S CONSEQUENTIAL OR INCIDENTAL DAMAGES OR OF UNLIMITED DIRECT DAMAGES.
ACCORDINGLY, CRW SHALL HAVE NO LIABILITY WITH RESPECT TO ITS OBLIGATIONS UNDER THIS
AGREEMENT FOR CONSEQUENTIAL, EXEMPLARY, OR INCIDENTAL DAMAGES, EVEN IF IT HAS BEEN ADVISED
OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT IN THE CASE OF GROSS NEGLIGENCE OR WILFUL
MISCONDUCT, IN NO EVENT SHALL CRW BE LIABLE HEREUNDER TO CLIENT FOR CUMULATIVE DIRECT
DAMAGES IN ANY AMOUNT GREATER THAN THAT PAID BY CLIENT TO CRW UNDER THIS AGREEMENT AS A
MAINTENANCE FEE FOR THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE ACCRUAL OF THE
CAUSE OF ACTION.
D.2. INDEMNITY:
D.2.1. To the extent permitted by law, CRW agrees to indemnify and hold harmless CLIENT, its officers,
officials, employees, and agents from and against liability, damages, costs, losses, claims and expenses,
including reasonable attorneys' fees, arising out of the negligent acts, errors or omissions of CRW and its
employees,subcontractors, sub consultants,and agents in the performance of this Agreement.
D.2.2. To the extent permitted by law and without waiving any sovereign immunity it mnay enjoy, CLIENT
agrees to indemnify and hold harmless CRW, its employees, sub consultants, and agents from and against
liability, damages, costs, losses, claims, and expenses, including reasonable attorneys'fees, arising out of the
negligent acts, errors, or omissions of the CLIENT, its officers or employees, including, but not limited to,
incorrect data or information provided by CLIENT.
E. INSURANCE&LICENSES
E.1 WORKER'S COMPENSATION INSURANCE:
Throughout the term of this Agreement and any extension thereof, CRW shall maintain Workers'Compensation
and Employer's Liability Insurance of a form and in an amount as required by state law.
E.2. GENERAL LIABILITY:
Throughout the term of this Agreement and any extension thereof, CRW shall maintain Comprehensive General
Bodily Injury and Property Damage Liability Insurance, including automobile (non-owned, or hired), in the
amount of One Million Dollars($1,000,000),combined single limits per occurrence and annual aggregate.
E.3. LICENSES:
Page 3 of 7 Software Maintenance&Support AgreementNo 2013.1299
City of Clermont,FL
TRAKirm CRW
Community Development Software
CRW shall maintain all licenses required by law which are applicable and necessary to the course and conduct
of their business, including, but not limited to, a business license in the State, County, and/or City in which
CLIENT is located, if applicable. Said licenses shall be maintained in full force throughout the term of this
Agreement and any extension thereof.
F. TERM AND TERMINATION
F.1. TERM:
The term of this Agreement shall be for ten (10) years. Covered Software maintenance service and support
shall commence upon the receipt of a fully executed original of this Agreement. This Agreement shall remain in
effect for the original ten (10) year term and, thereafter, for automatic renewal terms on a ten (10) year basis
until terminated.
F.2. TERMINATION:
This Agreement may be terminated by CLIENT at any time, with or without cause upon thirty (30) days written
notice to CRW. The Date of Termination (hereinafter "Date of Termination" or "Termination Date") shall be
defined as the date which is thirty (30) days from the date on which the written notice of termination is
postmarked or if sent by email, the date which is thirty (30) days from the date on which CRW is in receipt of
said email. In the event of termination by CLIENT, CLIENT shall pay CRW for all undisputed services rendered
up to and including the Date of Termination. Upon termination CLIENT further agrees to return all source code
unopened and unused to CRW.
G. ADDITIONAL PROVISIONS
G.1. CLIENT REFERENCES:
CRW will not use CLIENTs name, logo or any other trademarks(including in any press releases,CLIENT"case
studies,"and the like)without CLIENTS prior written approval,email acceptable.
G.2. INDEPENDENT CONTRACTOR:
CLIENT and CRW acknowledge and intend that,to the maximum extent permissible by law: (a)this Agreement
does not constitute an employment agreement by either party; (b) that CLIENT and CRW are independent
contracting parties with respect to all services rendered under this Agreement; and (c)this Agreement shall not
be construed as a partnership. CRW shall retain sole and absolute discretion and judgment in methods,
techniques and procedures used in performing the services set forth herein. The fact that CLIENT or CRW may
carry worker compensation insurance for their own respective benefits and for the benefit of each other shall
not create an inference of employment.
G.3. DESIGNATED CONTRACT REPRESENTATIVES:
All communication relating to fees, termination or the general provisions of this Agreement shall be exchanged
between the designated representatives of CLIENT and CRW Systems as follows:
CLIENT CRW
Name Barbara Hollerand Christopher R.Wuerz, P.E.
Title: Planning Director President,CRW Systems,Inc.
Address 685 Montrose Street 2036 Corte Del Nogal,Suite 200
Clermont, FL 34711 Carlsbad,CA 92011
Phone: (352)241-7307 Phone: (858)451-3030
Fax: (352)394-3542 Facsimile: (858)451-3870
Email: bhollerand @clermontfl.org Email: chns @crw.com
Should the designated representative or address of either Party change during the term of this Agreement, or
any extension thereof,said Party shall provide written notice to the other prior to the effective date of change.
Page 4 of 7 Software Maintenance&Support AgreementNo.2013.1299
City of Clermont,FL
u CRW
Community Development Software
G.4. ENTIRE AGREEMENT:
Each party acknowledges that it is bound by the terms of this Agreement and further agrees that it is the
complete and exclusive statement of the Agreement between the Parties, which supersedes and merges all
prior proposals, understanding and all other Agreements with respect to software maintenance, service and
support, whether oral or written, between the Parties. Nothing contained in this Agreement is intended to
benefit any third party. The contractors, subcontractors, or suppliers are not intended third party beneficiaries
of this Agreement.
G.5. ATTORNEY'S FEES:
In the event that any legal proceeding is instituted by either CRW or CLIENT to enforce the terms of this
Agreement or to determine the rights of CRW or CLIENT, the prevailing Party in said legal proceeding shall be
entitled to recover its reasonable costs and attorney's fees.
G.6. APPLICABLE LAW:
This Agreement, its interpretation and all work performed thereunder shall be governed by the laws of the State
of Florida. Venue for the enforcement of this agreement shall lie exclusively in LAKE COUNTY, FLORIDA.
All claims, disputes, and other matters in question arising out of, or relating to, this agreement or the breach
thereof shall be resolved in the COURT OF LAKE COUNTY, FLORIDA, and all parties hereto specifically waive
any"venue privilege"they may have in any other jurisdiction.
G.7. BINDING ON SUCCESSORS:
All the terms, provisions and conditions of this Agreement shall be binding upon and inure to the benefit of the
parties hereto and their respective successors, assigns and legal representatives. CRW may not assign any of
its responsibilities or obligations hereunder to any other person or entity without written consent of CLIENT.
G.8. SEVERABILITY:
If any provision of this Agreement shall be held to be invalid, illegal or unenforceable, the validity, legality and
enforceability of the remaining provisions shall in no way be affected or impaired thereby.
G.9. DUE AUTHORITY:
CLIENT represents and warrants that the person executing this Agreement on behalf of CLIENT is an agent of
CLIENT and has full and complete authority to execute this Agreement and enter into the terms and covenants
provided herein,and has been designated by CLIENT to execute this Agreement on behalf of CLIENT.
CRW represents and warrants that the person executing this Agreement on behalf of CRW is an agent of CRW
and has full and complete authority to execute this Agreement and enter into the terms and covenants provided
herein,and have been designated by CRW to execute this Agreement on behalf of CRW.
G.10. AGREEMENT AS OFFER:
This Agreement shall be valid only if it is signed by both CLIENT and CRW, and a signed original has been
received by both parties on or before January 31, 2014.
CLERMONT, FL CRW SYSTEMS, INC.
Carlsbad,California
Dated: Sinuar � 01 Dated: — Z v - f y
By: ! -A-ar 1• By:
H. • S.Turville,Jr. Christopher R. Wue President
Mayor CRW Systems,Inc.
Page 5 of 7 Software Maintenance&Support AgreementNo.2013.1299
City of Clermont,FL
TRAKiT' CRW
Community Development Software
EXHIBIT A
COVERED SITES, SOFTWARE MODULES AND CONFIGURATION
A. COVERED SITES
This Agreement covers the following CLIENT sites
City of Clermont, FL
685 W. Montrose Street
Clermont, FL 34711
B. COVERED SOFTWARE MODULES
This Agreement covers the following TRACT software components at each site listed in Exhibit A,Section A:
1. TRAKiT Software Modules included: ProjectTRAK, PermitTRAK,CodeTRAK, LicenseTRAK,AEC TRAK,GeoTRAK,
Reports.
2. TRAKiT
3. eTRAKiT
4. (MobileTRAK) iTRAKiT
5. eMarkup
C. COVERED CONFIGURATION
This Agreement covers the following configuration:
15 Simultaneous User and 5 eMarkup licenses of Covered Software purchased by CLIENT.
Page 6 of 7 Software Maintenance&Support AgreementNo 2013 1299
City of Clermont,FL
TRAKiTrm CRW
Community Development Software
EXHIBIT B
SERVICES AND FEES
Maintenance Services and support for the applications and configuration listed in Exhibit A will be provided for a fee and
payable per the Fee Schedule below. The fee may be adjusted at the end of the ten (10)year term of this Agreement to
the then current pricing. Should additions to the number of licensed users or the Covered Software occur during the
term of this Agreement or any extension thereof, CRW shall adjust the fee to reflect the applicable changes and provide
CLIENT with written notice of the fee change.
FEE SCHEDULE
YEAR FEES DUE DATE
YEAR 1 $24,930 AT SYSTEM ACCEPTANCE
YEAR 2 $24,930 10/30/2015
YEAR 3 $28,785 10/30/2016
YEAR 4 $28,785 10/30/2017
YEAR 5 $30,224 10/30/2018
YEAR 6 $30,224 10/30/2019
YEAR 7 $31,735 10/30/2020
YEAR 8 $31,735 10/30/2021
YEAR 9 $33,321 10/30/2022
YEAR 10 $33,321 10/30/2023
Page 7 of 7 Software Maintenance&Support AgreementNo 2013 1299
City of Clermont,FL