HomeMy WebLinkAbout2019-160SCPDC SOFTWARE LICENSE AND SERVICE AGREEMENT
Sec. 1. Parties and Purpose
1.1. Indian River County ("Licensee"), a Political Subdivision of the State of Florida.
1.2. The South Central Planning and Development Commission ("Licensor") or ("SCPDC") is a
regional planning commission and Political Subdivision of the State of Louisiana, domiciled in
Terrebonne Parish. The district was established in 1973 and created by law in 1978 under state
act 472. The statute allows its member governmental entities to come together through SCPDC
to provide long range planning, act as a state and federal liaison, provide guidance and study
current issues affecting government, and provide services to business and citizens.
1.3. SCPDC has created MyGovernmentOnline, software (the "SCPDC Software") and this
contract is entered into among Licensee and SCPDC to license Licensee to use specified modules
of the SCPDC Software under certain terms and conditions.
This SCPDC SOFTWARE LICENSE AND SERVICE AGREEMENT (this "Agreement")
is entered into by and between Licensor and Licensee, and describes the terms and conditions
pursuant to which Licensor shall license to Licensee the use of, and provide services and support
for, certain Software (as defined below).
In consideration of the mutual promises and upon the terms and conditions set forth below,
the parties agree as follows:
2. DEFINITIONS
2.1 "CONFIDENTIAL INFORMATION" means drawings, benchmark tests, specifications,
trade secrets, object code and machine-readable copies of the Software, source code relating to the
Software, and any other proprietary information supplied to Licensee by SCPDC, or by Licensee
to SCPDC and clearly marked as "confidential information", including all items defined as
"confidential information" in any other agreement between Licensee and SCPDC whether
executed prior to or after the date of this Agreement.
2.2 "DOCUMENTATION" means any on-line help files, instruction manuals, training
materials, operating instructions, user manuals, and specifications provided by SCPDC which
describe the use of the Software and which either accompany the Software or are provided to
Licensee at any time by SCPDC.
2.3 "EFFECTIVE DATE" means the later of the dates on which Licensee and SCPDC have
signed this Agreement.
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2.4 "EQUIPMENT" means the computer system, including peripheral equipment and
operating system software, specified in Schedule B.
2.5 "MAJOR AND MINOR UPDATES" shall mean updates, if any, to the SCPDC Software.
Major Updates involve additions of substantial functionality while Minor Updates do not. Major
Updates are designated by a change in the number to the left of the decimal point of the number
appearing after the product name while Minor Updates are designated by a change in such number
to the right of the decimal point. Example, My Permit Now version X.0 (major update) and My
Permit Now version O.Y (minor update). SCPDC is the sole determiner of the availability and
designation of an update as a Major or Minor Update. Where used herein "Updates" shall mean
Major or Minor Updates interchangeably.
2.6 "SITE" means each physical location, or each Internet link accessible by end-users through
Licensee's Web Site, at which Licensee and its customers are entitled to Use the Software.
2.7 "SOFTWARE" means the computer software programs and modules specified in Schedule
A and otherwise provided for Licensee use pursuant to this Agreement, as enhanced, modified,
corrected, upgraded, added, customized, or otherwise changed by SCPDC pursuant to the
requirements of the Contract Documents.
2.8 "USE" means loading, utilization, storage or display of the Software by Licensee for its
own internal information processing, and utilization by end users accessing Licensee's Web Site
through the Internet.
2.9 "PERMIT" shall mean any type of permit, including but not limited to, new service
permits, new construction permit, building permit, structure renovation permit, mechanical permit,
plumbing permit, gas permit, electrical permit, and sign permit.
3. LICENSE, DELIVERABLES AND COPIES
3.1 LICENSE GRANT.
(a) Subject to the terms of this Agreement, Licensor grants to Licensee a nonexclusive,
nontransferable, royalty -bearing user license ("License") during the term of this Agreement to use
the Licensor's Software, through Internet access only, solely for purposes of using the Licensor's
products known collectively as MyGovernmentOnline Software Modules. The scope of the
License encompasses Licensee's internal use of Licensor's Software in connection with providing
services to Licensee's customers and includes the following purposes: (1) enabling members of
the public to access Licensee's portal via the Internet to (A) electronically submit permit
applications and associated documents to Licensee for review, (B) track the status of permit
applications, and (C) schedule inspections and receive real-time notification of inspection results
via email and phone messaging; and (2) enabling Licensee's employees, officials, and agents to
(A) electronically receive, track, process, manage, research, and store applications for Licensee
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permits, and (B) obtain customized reports regarding permit applications and associated
documents. Except as otherwise provided by Schedule A, the License excludes any sublicensing
of Licensor's Software, uploading or otherwise transferring, or providing direct access to, the
Licensor's Software to any third party without Licensor's prior written consent, including access
by any third party to the Licensor's Software on a stand-alone basis. License granted hereunder
includes the use of Documentation in connection with Use of the Software.
(b) OWNERSHIP. SCPDC and its licensors solely own all right, title and interest in and
to the SCPDC's Software, and reserve all rights therein not expressly granted under this
Agreement. This license transfers to Licensee neither title nor any proprietary or intellectual
property rights to the Software, Documentation, or any copyrights, patents, or trademarks,
embodied or used in connection therewith, except for the rights expressly granted herein.
(i) Without limiting the generality of the foregoing, except as expressly stated
in paragraph (a), Licensee may not directly or through any third party (a) transfer or
sublicense, in whole or part, any copies of the SCPDC Software to any third party; (b)
modify, decompile, reverse engineer, or otherwise attempt to access the source code of
the SCPDC Software; or (c) copy the SCPDC Software, except such copies of the records
as necessary for reasonable and customary test instances, production instances, back-up
and disaster recovery purposes. Licensee will not delete or alter the copyright, trademark
or other proprietary rights notices of SCPDC and its licensors included with the SCPDC
Software as delivered to Licensee, and will reproduce such notices on all copies of the
SCPDC Software. If derivative works of the SCPDC Software are prepared by or on
behalf of Licensee based on suggestions or requests by Licensee, SCPDC will solely own
such modifications.
(ii) The Licensee may develop products that interface or are intended for use
with the SCPDC Software ("Add -On Products") with SCPDC's express written
permission.
(c) Notwithstanding the inclusion of Licensee's customer in the class of allowed users,
SCPDC's affirmative obligations will be limited to Licensee.
3.2 DELIVERABLES. SCPDC shall provide an Internet accessible software service and
solution that meets all the terms, conditions, specifications, and requirements set forth in this
document. All services shall be performed for the prices set forth in Schedule A. SCPDC shall
provide maintenance and support of the Software under the terms and conditions set forth in
Schedule C, Maintenance and Support.
3.3 COPIES. The License includes the right to copy and reprint Documentation, or portions
thereof, for use with the Software in accordance with the rights granted hereunder including for
backup/archival purposes, training, internal Licensee intranet posting and other uses consistent
with the License. Whenever Licensee is permitted to copy or reproduce all or any part of the
Documentation, all titles, trademark symbols, copyright symbols and legends, and other
proprietary markings must be reproduced.
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4. LICENSE RESTRICTIONS. Except as otherwise provided in Schedule A, Licensee agrees
that it will not itself, or through any parent, subsidiary, affiliate, agent or other third party: (a) sell,
lease, license or sub -license the Software or the Documentation; (b) decompile, disassemble, or
reverse engineer Software, in whole or in part; (c) write or develop any derivative software or any
other software program based upon the Software or any Confidential Information; (d) use the
Software to provide services on a 'service bureau' basis; or (e) provide, disclose, divulge or make
available to, or permit use of the Software by any unauthorized third party without SCPDC's prior
written consent.
5. LICENSE FEE, COMPENSATION FOR SERVICES, & EXPENSES
5.1 LICENSE FEE. In consideration of the license granted pursuant to Section 3.1. Licensee
agrees to pay SCPDC the annual License Fee specified in Schedule A. Payments and
any interest on late payments shall be governed by and construed in accordance with the Florida
Prompt Payment Act, §§218.70, et seq., Florida Statutes.
5.2 TAXES. SCPDC and Licensee are both tax exempt entities and no taxes are expected from
this transaction. The parties are exempt from paying sales tax and shall provide one another with
a tax exemption certificate. In no event shall the parties be liable for any personal property taxes
which may otherwise be levied on the other or on any taxes levied on either parties' employees'
wages or any other taxes which may otherwise be required to be paid by the parties under federal
or state law.
5.3 SERVICES. SCPDC shall provide all services as described in "Schedule A" for the fees
described in "Schedule A".
5.4 EXPENSES. License Fee and the fees for services do not include Reimbursable Expenses.
SCPDC will bill Licensee for identified Reimbursable Expenses and Licensee shall reimburse
SCPDC.
Reimbursable Expenses shall mean expenses incurred directly in connection with the services
performed pursuant to this Agreement by SCPDC for travel and transportation. Lodging, airline
costs, Mileage, and food reimbursement will be based on the Federal GSA per diem rate as found
on GSA.gov. Travel expenses for car rental expenses shall be for actual cost.
5.5 INVOICES. All invoices under this Agreement shall be sent to the attention of:
Indian River County
Office of the Community Development Director
1801 27th Street
Vero Beach, FL 32960
Payment will be processed according to the regular payment procedures of the Licensee.
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6. MAINTENANCE AND SUPPORT. There shall be no separate fee for maintenance and
support. The annual License Fee includes all maintenance and support described in this Agreement
and Schedule C.
7. LIMITED WARRANTY AND LIMITATION OF LIABILITY
7.1 LIMITED WARRANTY. SCPDC warrants for the term of the contract from the Effective
Date (the "Warranty Period") the Software will perform in substantial accordance with the
Documentation under normal use. If during the Warranty Period the Software does not perform as
warranted (a "Non -Conformance"), SCPDC shall undertake to correct such Non -Conformance, or
if correction is reasonably not possible, replace such Software free of charge. If neither of the
foregoing is commercially practicable, SCPDC shall terminate this Agreement and refund to
Licensee the License Fee. THE FOREGOING ARE LICENSEE'S SOLE AND EXCLUSIVE
REMEDIES FOR BREACH OF WARRANTY. The warranty set forth above is made to and for
the benefit of Licensee only. The warranty will apply only if:
(a) the Software has been properly used at all times and in accordance with the instructions
for Use; and
(b) no modification, alteration or addition has been made to the Software by persons under
the control of Licensee (except pursuant to the authorized Use of the Software specified in
Schedule A) except as authorized in writing by SCPDC; and
(c) Licensee has not requested modifications, alterations or additions to the Software that
cause it to deviate from the Documentation;
(d) SCPDC warrants that it possesses all of the right, title, interest and authority to enter
into this agreement with Licensee. SCPDC also warrants that no lawsuit or claim concerning the
Software is currently pending.
Any pre -production versions of the Software distributed to Licensee are delivered "as -is," without
any express or implied warranties. No employee, agent, representative or affiliate of SCPDC has
authority to bind SCPDC to any oral representations or warranty concerning the Software. Any
written representation or warranty not expressly contained in this Agreement will not be
enforceable.
7.2 DISCLAIMER. EXCEPT AS SET FORTH ABOVE, SCPDC MAKES NO
WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY REGARDING OR
RELATING TO THE SOFTWARE OR THE DOCUMENTATION, OR ANY MATERIALS OR
SERVICES FURNISHED OR PROVIDED TO LICENSEE UNDER THIS AGREEMENT,
INCLUDING MAINTENANCE AND SUPPORT. SCPDC SPECIFICALLY DISCLAIMS ALL
IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE AND NONINFRINGEMENT WITH RESPECT TO THE SOFTWARE,
DOCUMENTATION AND SAID OTHER MATERIALS AND SERVICES, AND WITH
RESPECT TO THE FOREGOING. IN ADDITION, SCPDC DISCLAIMS ANY WARRANTY
WITH RESPECT TO, AND WILL NOT BE LIABLE OR OTHERWISE RESPONSIBLE FOR,
THE OPERATION OF THE SOFTWARE IF PROGRAMS ARE MADE THROUGH THE USE
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OF SOFTWARE OR NON-SCPDC SOFTWARE THAT CHANGE, OR ARE ABLE TO
CHANGE, THE DATA MODEL OF THE SOFTWARE.
7.3 LIMITATION OF LIABILITY. IN NO EVENT WILL SCPDC BE LIABLE FOR ANY
LOSS OF PROFITS, LOSS OF USE, BUSINESS INTERRUPTION, LOSS OF DATA, COST
OF COVER OR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF
ANY KIND IN CONNECTION WITH OR ARISING OUT OF THE FURNISHING,
PERFORMANCE OR USE OF THE SOFTWARE OR SERVICES PERFORMED
HEREUNDER, WHETHER ALLEGED AS A BREACH OF CONTRACT OR TORTIOUS
CONDUCT, INCLUDING NEGLIGENCE, EVEN IF SCPDC HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES. IN ADDITION, SCPDC WILL NOT BE LIABLE FOR
ANY DAMAGES CAUSED BY DELAY IN DELIVERY OR FURNISHING THE SOFTWARE
OR SAID SERVICES. SCPDC'S LIABILITY UNDER THIS AGREEMENT FOR DIRECT,
INDIRECT, SPECIAL, INCIDENTAL AND/OR CONSEQUENTIAL DAMAGES OF ANY
KIND, INCLUDING, WITHOUT LIMITATION, RESTITUTION, WILL NOT, IN ANY
EVENT, EXCEED THE LICENSE FEE PAID BY LICENSEE TO SCPDC UNDER THIS
AGREEMENT.
7.4 ALLOCATION OF RISK. The provisions of this Section 7 allocate risks under this
Agreement between Licensee and SCPDC. SCPDC's pricing reflects this allocation of risks and
limitation thereof in accordance with the provisions of this Agreement and not liability.
8. INDEMNIFICATION
8.1 INFRINGEMENT INDEMNITY. SCPDC warrants that the Software will not infringe
upon any copyright, patent, trade secret or other intellectual property, proprietary, or ownership
interest or legal rights of any third party. SCPDC shall, at its expense, hold harmless, indemnify,
defend or settle any claim, action or allegation brought against Licensee, , its officers, employees,
and agents that the Software infringes any patent, copyright, trade secret or other proprietary right
of any third party and shall pay any costs and damages awarded against Licensee in any such action
including, but not limited to, attorneys' fees and costs, final judgments awarded or settlements
entered in the action; provided that Licensee gives prompt written notice to SCPDC of any such
claim, action or allegation of infringement and gives SCPDC the authority to proceed as
contemplated herein. SCPDC will have the exclusive right to defend any such claim, action or
allegation and make settlements thereof at its own discretion, and Licensee may not settle or
compromise such claim, action or allegation, except with prior written consent of SCPDC.
Licensee shall give such assistance and information as SCPDC may reasonably require to settle or
oppose such claims. In the event any such infringement, claim, action or allegation is brought or
threatened, SCPDC may, at its sole option and expense:
or
(a) procure for Licensee the right to continue Use of the Software or infringing part thereof;
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(b) modify or amend the Software or infringing part thereof, or replace the Software or
infringing part thereof with other software having substantially the same or better capabilities; or,
if neither of the foregoing is commercially practicable; or
(c) terminate this Agreement and repay to Licensee the License Fees and maintenance fees
paid for the annual term during which this Agreement is terminated.
SCPDC's obligation to indemnify under this section shall continue following whichever of these
options is selected, including the option to terminate.
8.2 LIMITATION. The foregoing obligations shall not apply to the extent the infringement
arises as a result of unauthorized modifications to the Software made by Licensee.
8.3 EXCLUSIVE REMEDY. The foregoing states the entire liability of SCPDC and
Licensee's exclusive remedy with respect to infringement of any patent, copyright, trade secret or
other proprietary right.
8.4 HOLD HARMLESS. SCPDC agrees to protect, defend, indemnify and hold Licensee , its
officers, employees and agents free and harmless from and against any and all losses, penalties,
damages, settlements, costs, charges, professional fees or other expenses or liabilities of every kind
and character arising out of or relating to any and all claims, liens, demands, obligations, actions,
proceedings or causes of action of every kind and character in connection with or arising directly
or indirectly out of the error, omission, recklessness, negligent act or willful misconduct of the
SCPDC. Without limiting the generality of the foregoing, any and all such claims, etc., relating to
personal injury or of any other tangible or intangible personal or administrative order, rule or
regulation, or decree of any court, shall be included in the indemnity hereunder. SCPDC further
agrees to investigate, handle, respond to, provide defense for and defend any such claims, etc., at
its sole expense and agrees to bear all other costs and expenses related thereto, even if such claim
is groundless, false or fraudulent.
9. CONFIDENTIALITY
9.1 CONFIDENTIAL INFORMATION.
To the extent permitted by law, each party agrees that it shall use Confidential Information solely
in accordance with the provisions of this Agreement and will not disclose, or permit to be
disclosed, the same, directly or indirectly, to any third party without the other party's prior written
consent. To the extent permitted by law, each party agrees to exercise due care in protecting the
Confidential Information from unauthorized use and disclosure. However, neither party bears any
responsibility for safeguarding information that (i) is publicly available, subject to public records
request pursuant to applicable state statutes; (ii) already in the other party's possession and not
subject to a confidentiality obligation; (iii) obtained by the other party from third parties without
restrictions on disclosure; (iv) independently developed by the other party without reference to
Confidence Information, or (v) required to be disclosed by order of a court or other governmental
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entity. Nothing herein shall prevent routine discussions by the parties that normally take place in
a "user group" context.
9.2 INJUNCTIVE RELIEF. In the event of actual or threatened breach of the provisions of
Section 9.1 and 9.3, the non -breaching party may pursue its legal and equitable remedies.
9.3 LICENSEE DATA. In its performance of Contract Services, SCPDC may have access to
certain records, data, or information that include the names, addresses, telephone numbers, or other
confidential or private information pertaining to Licensee's customers ("Licensee Data"). SCPDC
acknowledges and agrees that it does not have nor does it claim any ownership interest whatsoever
in Licensee Data and that custody and title and all other rights and interests in Licensee Data are
and shall remain in Licensee.
9.4 RETURN OF LICENSEE DATA. To the extent permitted by law, in the event of the
termination or nonrenewal of this agreement, SPCDC warrants that Licensee's Data and any
information stored by SPCDC as a result of Licensee use of the SCPDC Software will be delivered
to Licensee.
9.5 PUBLIC RECORDS.
Public Records Compliance
A. Indian River County is a public agency subject to Chapter 119, Florida Statutes. The
Contractor shall comply with Florida's Public Records Law. Specifically, the Contractor
shall:
(1) Keep and maintain public records required by the County to perform the service.
(2) Upon request from the County's Custodian of Public Records, provide the County
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 or as
otherwise provided by law.
(3) Ensure that public records that are exempt or confidential and exempt from public
records disclosure requirements are not disclosed except as authorized by law for the
duration of the contract term and following completion of the contract if the contractor
does not transfer the records to the County.
(4) Upon completion of the contract, transfer, at no cost, to the County all public
records in possession of the Contractor or keep and maintain public records required by the
County to perform the service. If the Contractor transfers all public records to the County
upon completion of the contract, the Contractor shall destroy any duplicate public records
that are exempt or confidential and exempt from public records disclosure requirements. If
the contractor keeps and maintains public records upon completion of the contract, the
Contractor shall meet all applicable requirements for retaining public records. All records
stored electronically must be provided to the County, upon request from the Custodian of
Public Records, in a format that is compatible with the information technology systems of
the County.
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B. IF THE CONTRACTOR HAS QUESTIONS REGARDING THE
APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE
CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS
RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN
OF PUBLIC RECORDS AT:
(772) 226-1424
publicrecords ar irc2ov.com
Indian River County Office of the County Attorney
1801 27th Street
Vero Beach, FL 32960
C. Failure of the Contractor to comply with these requirements shall be a material breach of
this Agreement.
10. TERM AND TERMINATION
10.1 TERM. This Agreement will take effect on the Effective Date and will remain in force for
a period of two (2) years following Final Acceptance ("Initial Term"). The contract will
automatically renew for 12 -month periods following the end of the Initial Term and following each
subsequent annual term thereafter unless terminated in accordance with this Agreement.
10.2 TERMINATION. This Agreement may be terminated by:
(a) By Licensee. Should there be discovered a serious defect or flaw in the SCPDC software
that prevents the Licensee from using the system to support Licensee's operations in issuance of
permits, Licensee shall notify SCPDC of the issue. SCPDC will have 45 days to resolve the issue.
If the issue cannot be resolved within the time period, the contract will terminate on the 1St of the
following month.
(b) By SCPDC. Upon written notice to Licensee if any of the following events
("Termination Events") occur, provided that no such termination will entitle Licensee to a refund
of any portion of the License Fee or maintenance fees: (i) Licensee fails to pay any undisputed
amount due to SCPDC within thirty (30) days after SCPDC gives the Licensee written notice of
such non-payment; (ii) Licensee is in material breach of any non -monetary term, condition or
provision of Agreement, which breach, if capable of being cured, is not cured within thirty (30)
days after SCPDC gives Licensee written notice of such breach; or (iii) Licensee becomes subject
to any bankruptcy or insolvency proceeding under federal or state statutes; or (iv) SCPDC elects
to refund Licensee's fees.
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10.3 EFFECT OF TERMINATION.
If any Termination Event occurs, termination will become effective immediately or on the date set
forth in the written notice of termination. Termination of this Agreement will not affect the
provisions regarding Licensee's or SCPDC's treatment of Confidential Information, provisions
relating to the payment of amounts due, or provisions limiting or disclaiming SCPDC's liability,
which provisions will survive termination of this Agreement. Within fourteen (14) days after the
date of termination or discontinuance of this Agreement for any reason whatsoever, Licensee shall
return any copies of the SCPDC Software, derivative works and all copies thereof, in whole or in
part, all related Documentation and all copies thereof, and any other Confidential Information in
its possession. Upon termination of this Agreement, Licensee shall cause the SCPDC Software to
be removed from all computer units, including desktops and laptops, in the Licensee's office and
from the computer units of third party contractors performing work for Licensee. Licensee shall
furnish SCPDC with a certificate signed by an executive officer of Licensee verifying that the
same has been done.
TERMINATION IN REGARDS TO F.S. 287.135: CONTRACTOR certifies that it and those
related entities of CONTRACTOR as defined by Florida law are not on the Scrutinized Companies
that Boycott Israel List, created pursuant to s. 215.4725 of the Florida Statutes, and are not engaged
in a boycott of Israel. In addition, if this agreement is for goods or services of one million dollars
or more, CONTRACTOR certifies that it and those related entities of CONTRACTOR as defined
by Florida law are not on the Scrutinized Companies with Activities in Sudan List or the
Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List, created pursuant
to Section 215.473 of the Florida Statutes and are not engaged in business operations in Cuba or
Syria.
OWNER may terminate this Contract if CONTRACTOR is found to have
submitted a false certification as provided under section 287.135(5), Florida Statutes, been placed
on the Scrutinized Companies with Activities in Sudan List or the Scrutinized Companies with
Activities in the Iran Petroleum Energy Sector List, or been engaged in business operations in
Cuba or Syria, as defined by section 287.135, Florida Statutes.
OWNER may terminate this Contract if CONTRACTOR, including all wholly
owned subsidiaries, majority-owned subsidiaries, and parent companies that exist for the purpose
of making profit, is found to have been placed on the Scrutinized Companies that Boycott Israel
List or is engaged in a boycott of Israel as set forth in section 215.4725, Florida Statutes.
11. NON -ASSIGNMENT. Neither party may assign or otherwise transfer this Agreement nor
any rights under this Agreement, in whole or in part, whether voluntary or by operation of law,
including by way of sale of assets, merger or consolidation, without the prior written consent of
the other party, which consent will not be unreasonably withheld or delayed. Subject to the
foregoing, this Agreement will be binding upon and will inure to the benefit of the parties and their
respective successors and assigns.
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12. NOTICES. Any notice required or permitted under the terms of this Agreement or required
by law must be in writing and must be (a) delivered in person, (b) sent by first class certified mail,
or air mail, as appropriate, (c) sent by overnight air courier, or (d) by facsimile, in each case
properly posted to the appropriate address set forth below. Either party may change its address for
notice by notice to the other party given in accordance with this Section. Notices will be considered
to have been given at the time of actual delivery in person, three (3) business days after deposited
in the mail as set forth above, one (1) day after delivery to an overnight air courier service, or one
(1) day after the moment of transmission by facsimile.
To: South Central Planning and To: Indian River County
Development Commission County Administrator
Address: 5058 West Main St. Address: 1801 27th Street
Houma, LA 70360 Vero Beach, FL 32960
13. MISCELLANEOUS
13.1 VIRUSES AND DISABLING DEVICES. Neither SCPDC Software nor any
enhancements, modifications, upgrades, updates, revisions or releases thereof shall contain (i) any
mechanism such as a "trap door", "time bomb", or "logic bomb", software protection routine or
other similar device, that would enable SCPDC to disable the Software or make the Software
inaccessible to Licensee after the Software is installed; or (ii) to the best of SCPDC's knowledge,
any computer "virus", "worm" or similar programming routine.
13.2 FORCE MAJEURE. Neither party will incur any liability to the other party on account of
any loss or damage resulting from any delay or failure to perform all or any part of this Agreement
if such delay or failure is caused, in whole or in part, by events, occurrences, or causes beyond the
control and without negligence of the parties. Such events, occurrences, or causes will include,
without limitation, acts of God, strikes, lockouts, riots, acts of war, earthquakes, fire and
explosions, but the inability to meet financial obligations is expressly excluded.
13.3 WAIVER. Any waiver of the provisions of this Agreement or of a party's rights or
remedies under this Agreement must be in writing to be effective. Failure, neglect, or delay by a
party to enforce the provisions of this Agreement or its rights or remedies at any time, will not be
construed and will not be deemed to be a waiver of such party's rights under this Agreement and
will not in any way affect the validity of the whole or any part of this Agreement or prejudice such
party's right to take subsequent action. Except as expressly stated in this Agreement, no exercise
or enforcement by either party of any right or remedy under this Agreement will preclude the
enforcement by such party of any other right or remedy under this Agreement or that such party is
entitled by law to enforce.
13.4 SEVERABILITY. If any term, condition, or provision in this Agreement is found to be
invalid, unlawful or unenforceable to any extent, the parties shall endeavor in good faith to agree
to such amendments that will preserve, as far as possible, the intentions expressed in this
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Agreement. If the parties fail to agree on such an amendment, such invalid term, condition or
provision will be severed from the remaining terms, conditions and provisions, which will continue
to be valid and enforceable to the fullest extent permitted by law.
13.5 STANDARD TERMS OF LICENSEE. No terms, provisions or conditions of any purchase
order, acknowledgment or other business form that Licensee may use in connection with the
acquisition or licensing of the Software use will have any effect on the rights, duties or obligations
of the parties under, or otherwise modify, this Agreement, regardless of any failure of SCPDC to
object to such terms, provisions or conditions.
13.6 AMENDMENTS TO THIS AGREEMENT. This Agreement may not be amended,
except by a writing signed by both parties.
13.7 PRIOR CONSENT. Unless expressly provided otherwise in this Agreement, any prior
consent of a party that is required before the other party may take an action may be granted or
withheld in such party's sole and absolute discretion.
13.8 EXPORT OF SOFTWARE. Licensee may not export or re-export the SCPDC Software
without the prior written consent of SCPDC and without the appropriate United States and foreign
government licenses.
13.9 HEADINGS. Section and Schedule headings are for ease of reference only and do not
form part of this Agreement.
13.10 ENTIRE AGREEMENT. This Agreement (including the Schedules and any addenda
hereto signed by both parties) contains the entire agreement of the parties with respect to the
subject matter of this Agreement and supersedes all previous communications, representations,
understandings and agreements, either oral or written, between the parties with respect to said
subject matter.
IN WITNESS WHEREOF, the parties have executed this Agreement.
INDIAN RIVER COUNTY
By:
„,••,••• SOUTH CENTRAL PLANNING AND
I VELOPMENT COMMISSION
• of
*: Y;*
Bob Solari, Chairman
September 17, 2019
•
+I'ER COON,.
Date
APPROVED AS TO F
AN L S
B
WILLIAM K. DEBRAAL
DEPUTY COUNTY ATTORNEY
Date
Attest: Jeffrey R. Smith, Clerk of
Cir « Court and Comptroller
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Deputy Clerk
SCHEDULE A
INTERGOVERNMENTAL AGREEMENT
South Central Planning and Development Commission and Jurisdiction Government
SOFTWARE AND LICENSE FEE
A. SOFTWARE USE
SCPDC'S MyGovernmentOnline Software Modules available for subscription under this
agreement are: Permits and Licensing (MyPermitNow), Planning & Zoning, Solution Center
(Complaint Management), Addressing / GIS Integration. Each of these modules is a separate
chargeable option. All modules include unlimited user accounts, field work order system, project
and document management features. Unlimited reporting services.
B. LICENSE FEE
Due to the Licensee's anticipated high permit volume and need for multiple modules, the following is a
custom quote for Licensee's specific needs. The monthly billing rate per module will commence upon the
software modules starting production use or "go live" date. Each module is expected to have a different
"Go Live" date that will be estimated in the discovery phase. It is expected that Permits & Licensing and
GIS Integration will be Phase I with the other modules being released in additional phases. The pricing
provided below gives the jurisdiction to track an unlimited number of projects for all modules without any
overage costs.
Module
Monthly Rate
Permits & Licensing (MyPermitNow)
$4,583.33
Planning & Zoning
$1,616.66
Solution Center (Complaint Management)
$603.33
Addressing / GIS Integration
$230.00
Fire Permit Module
$350.00
Other Fees:
On -Site Visits: Reimbursement of lodging, transportation and meals as defined in section 5.4.
SCPDC will invoice Licensee at the beginning of each month. The invoices shall be payable within
30 days of the date of the invoice.
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Functional Requirements Included with Schedule A Pricing:
1) In addition to the ability for the inspection list to be sorted by Ascending/Descending
values of grid columns, the ability to manually rearrange the inspection schedule
routing in the field so inspectors can change their route manually as needed is
required.
2) The ability to transfer one or multiple inspections at the same time in the field from
one inspector to another.
3) Inspection Coordinator in the office must be able to also perform items 1 and 2
above, clicking on them and simply dragging them and dropping where needed
4) The ability to be able to result multiple inspections at the same time through field
inspection application.
5) Ability to create a work order and result it in the field with the inspection application.
6) Documents access from the inspection application in the field
7) Applicants/contractors/customers must be able to view the inspection schedules of
each inspector and list the inspectors contact info from the customer portal.
8) Jurisdiction Office Inspection Schedule Functionality. Separate and apart from the
customer portal, in office jurisdiction inspection coordinator will need functionality to
manage inspection assignments and schedules as follows:
a) At a glance the schedule needs to indicate the results by color. It is understood
that there are differences between the jurisdiction current color scheme and
MGOs current color scheme and that the jurisdiction is ok with making changes.
However, we will add a color to clearly mark "overdue" work orders.
b) Inspection schedule needs to show the inspection request comments i.e.
contractors notes to the inspector
c) From the inspection schedule need the ability to click on inspection and access
all the permit info.
d) Inspection schedule needs to indicate total number of inspections for the day and
total inspections assigned to each inspector
e) Uncompleted inspections must be able to be automatically rolled to the next
inspection day and be easily identifiable via color scheme
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f) Need the ability to block out times that inspectors are not available to work on
any given day so that inspections are not assigned to them if they are on
vacation, sick, etc.
g)
"Auto schedule" feature that analyzes all the requested inspections for that day,
tabulates the total number of inspections, then it equally distributes the
inspections to each inspector based on his/her certifications and inspection zone,
it then balances the workload as needed if an inspector has more than 30 or so
inspections, it may assign inspections out of the individuals inspection zone in
order to balance the daily workload. It then tabulates the number of inspections
assigned to each inspector and puts that number on the top of that inspector's
inspection column. After that takes place, the Inspections Coordinator can move
some inspections around as he see fits.
h) "Reroute All" feature which automatically routes each inspectors itinerary
according to his/her starting point (their home or nearby public building) to
provide them with the most efficient route. Although this is highly discouraged,
this route can then be "tweaked" by the individual inspector based on AM or PM
and similar requests.
9) Need ability for the inspection system to know the certifications of each inspector,
their primary work area and automatically schedule the inspections then be manually
tweaked.
10) A custom .NET WEB API will be provided at no additional cost that allows data to
be extracted from the production system and through an ETL process loaded into a
database onto the Licensees local server. A script run on the licensee server would
be needed to retrieve this data and load into the local database through the ETL
process. The script and loading process can be completed by the licensor for an
hourly rate of $75.00.
Page 15 of 21
SCHEDULE B
SCPDC SOFTWARE LICENSE AND SERVICE AGREEMENT
EQUIPMENT SITE, USER NAME, AND
PERSONAL ACCESS PASSWORD
B.1. At the execution of this Agreement, SCPDC shall provide a USER CREATION form to
the Licensee to be used for account creation requests. Upon completion of the forms the Licensee
will return the forms via email to SCPDC and accounts shall be created in the system with
information provided on the forms. Users can change the provided password after their first login
to the Software. SCPDC shall maintain the confidentiality of the user name and personal access
password of every Licensee official, employee, agent and contractor who has duties relating to the
processing of Licensee permits and shall not release any such information to the public. Additional
personal user names and personal access passwords shall be provided upon a submission of a User
Creation form to SCPDC providing the user name and confirmation that the user is an official,
employee, agent, or contractor of Licensee is supplied to SCPDC, which will become an addendum
to this schedule.
B.2. The individuals holding the following positions are authorized by Licensee to submit
requests to SCPDC for (1) the creation of new user names and passwords for Licensee officials,
employees, agents, and contractors, and (2) for the deactivation of existing user names and
passwords: System Administrator, Project Manager
SCPDC shall immediately comply with requests to create and deactivate user names and
passwords. Licensee may change the names of the individuals authorized to submit requests by
providing notice in accordance with Section 12 of this Agreement.
Page 16 of 21
SCHEDULE C
SCPDC SOFTWARE LICENSE AND SERVICE AGREEMENT
MAINTENANCE AND SUPPORT
DEFINITIONS
1.1 "SUPPORT CALL (TIER 1)" means a reported problem in the SCPDC Software which is
not affecting the Software's ability to perform substantially in accordance with the user
documentation but requires correction.
1.2 "SUPPORT CALL (TIER 2)" means a reported problem in the SCPDC Software, not
considered as a Level I support problem as defined in 1.1 above, which causes serious disruption
of a function or affects daily processing of permits.
1.3 "SUPPORT CALL (TIER 3)" means a reported problem in the SCPDC Software or a
material functional component which causes the system to be down and not serving as designed,
or has a significant revenue or operational impact, with no obvious work -around.
1.4 "RESPONSE TIME" means the elapsed time between the receipt of a service call and the
time when SCPDC begins the Maintenance and Support, including a verbal or written confirmation
to the Licensee thereof.
1.5 "RESPONSE CENTER AND CONTACT PROCEDURE" shall mean:
Address
5058 West Main Street
Houma, LA 70360
Contact Information
Tel: 1 866 957 3764
Ryan Hutchinson,
Chief Technology Officer
Hours of Operation
7:00 a.m. to 6:OOPM CST
E-mail: support( scpdc.org
1.6. "SYSTEM AVAILABILITY" amount of time over a one-year period that the Software
and system resources are available for Licensee's use.
2. TERM AND TERMINATION. SCPDC's provision of Maintenance and Support to
Licensee will commence on the Effective Date and will continue until the Agreement is terminated.
3. MAINTENANCE AND SUPPORT SERVICES. Maintenance and Support will be
provided only with respect to use of the versions of the Software that are being supported by
SCPDC. SCPDC will provide multi -site backup of Licensee Data. SCPDC will provide 24-hour
emergency service support, after hours cell numbers are accessed through the IVR menu, for.
Page 17 of 21
Licensee's staff and Licensee's customers by SCPDC's technical support personnel. SCPDC will
offer to Licensee new versions of MyGovernmentOnline Software as they become available.
SCPDC will convert Licensee's current permit data for use with SCPDC Software. SCPDC will
perform customization of SCPDC Software as set forth in the Contract Documents. SCPDC will
provide features in the SCPDC Software as set forth in the Contract Documents. SCPDC will
provide support for the storage of photos, building/permits documents, inspection reports, plan
review files and associated miscellaneous records. Within the capabilities of the SCPDC Software,
and upon Licensee's request, SCPDC will provide Licensee with customized reports as set forth
in the Contract Documents. Licensee shall not create add-ons or feature changes to that version or
disclose the source code to any third party.
SCPDC agrees to comply with Licensee's remote access policies, procedures, and guidelines.
SCPDC shall ensure that its employees comply with all of Licensee's remote access policies,
procedures, and guidelines.
3.1 LEVELS OF MAINTENANCE AND SUPPORT. During normal business hours,
Licensee shall request support via the Response Center and Contract Procedures. After normal
business hours, Licensee shall request support as provided in Section 3 above. SCPDC shall
initially acknowledge receipt of a request for support within 15 minutes of SCPDC's receipt and
shall contact Licensee within one hour of receipt. When contacting SCPDC, Licensee shall classify
the problem based on the definitions set forth in Section 1 above. SCPDC shall not re-classify the
problem without Licensee's prior approval. Maintenance and Support is available at the following
Response Times:
(i) Support Call (Tier 3): Issue resolved within the response time of three (3) hours or an agreed upon
due date and time; SCPDC shall provide a patch or work -around the next day, and the problem
shall be fixed or documented in next major product release
(ii) Support Call (Tier 2): Issue resolved within the response time of six (6) hours; SCPDC shall provide
a patch or work -around within five days, and the problem shall be fixed or documented in next
major product release;
(iii) Support Call (Tier 1): Issue resolved within one (1) business day;, and the problem documented
and input for consideration in next major product release.
3.2 BASIC MAINTENANCE. Basic Maintenance means that SCPDC will provide during
SCPDC's standard hours of service: (i) Major Updates and Minor Updates, when and if available,
and related on-line Documentation, and (ii) telephone assistance with respect to the use of
Software, including (a) clarification of functions and features of the Software; (b) clarification of
the Documentation; (c) guidance in the use of the Software; and (d) error verification, analysis and
correction to the extent possible by telephone. SCPDC's standard hours of service are Monday
through Friday, 8:00 a.m. to 4:30 p.m., CST except for holidays as observed by SCPDC. SCPDC
shall provide such software support and maintenance as may be necessary to maintain the Software
in good operating condition and to meet the warranties set forth in the Contract Documents.
Page 18 of 21
3.2.1 Unless otherwise agreed to by the parties, in addition to Major and Minor Updates,
SCPDC shall make available to the Licensee all patches, upgrades, enhancements, new releases,
new versions, and modifications developed by SCPDC for the Software at no additional cost.
SCPDC shall ensure that all such Updates, patches, upgrades, enhancements, new releases, new
versions, and modifications do not require modifications or reconfigurations to existing web
presentation, workflows, or table values set up by Licensee. SCPDC shall provide release notes
detailing Major changes.
3.2.2 At least thirty (30) days prior to release of Major Updates, SCPDC shall provide (1)
training for the use of the updated Software and (2) relevant, customized user manuals and guides
detailing the use of the updated Software.
3.2.3 Licensee shall request maintenance and support via the Response Center and Contact
Procedure. All other notices required under this Schedule C shall be made pursuant to Section 12
of the Agreement.
3.2.4 The requirements set forth in Sections 3.2.1 and 3.2.2 shall not apply to emergency
fixes and patches.
3.3 ON-SITE ASSISTANCE. When agreed to by Licensee and SCPDC, SCPDC can provide
Maintenance and Support at the Licensee Site. In such event Licensee will reimburse licensor for
all reimbursable traveling expenses and costs for board, lodging and meals as set forth in Section
5.4 of the Agreement. Licensee's prior written approval of any on-site support or maintenance and
estimated travel expenses is required.
3.4 CAUSES WHICH ARE NOT ATTRIBUTABLE TO SCPDC. Maintenance and
Support will not include services requested as a result of, or with respect to causes which are not
attributable to SCPDC Software. These services will be billed to Licensee at SCPDC's then -current
rates, and SCPDC shall not perform any such services except with Licensee's prior written
approval. Causes which are not attributable to SCPDC include but are not limited to:
3.4.1 Accident. Unusual physical, electrical or electromagnetic stress; neglect; misuse;
failure or fluctuation of electric power, air conditioning or humidity control; failure of rotation
media not furnished by SCPDC; excessive heating; fire and smoke damage; operation of the
Software with other media and hardware, software or telecommunication interfaces not meeting
or not maintained in accordance with the manufacturer's specifications; or causes other than
ordinary use;
3.4.2 Improper use of the Software that deviates from any operating procedures
established by SCPDC in the applicable Documentation;
3.4.3 Modification, alteration or addition or attempted modification, alteration or
addition of the Software undertaken by persons other than SCPDC or SCPDC's authorized
representatives, except for modification, alteration or addition or attempted modification,
Page 19 of 21
alteration or addition of the Software made by Licensee pursuant to procedures received from
SCPDC for rectification of errors or malfunctions in the Software, said modifications authorized
by SCPDC shall be in writing;
3.5.4 Software programs developed by Licensee or other parties.
4. RESPONSIBILITIES OF LICENSEE. SCPDC's provision of Maintenance and Support
to Licensee is subject to the following:
4.1 When necessary to identify or address errors or malfunctions with the Software, Licensee
shall provide SCPDC with access to Licensee's personnel and Equipment during normal business
hours. This access must include the ability to remotely access the Equipment on which the
Software is operating and to obtain the level of access necessary to support the Software. Remote
access shall only be granted pursuant to Licensee's remote access policies, procedures, and
guidelines. Remote access shall be limited to the equipment on which the Software operates and
SCPDC shall not be granted access to Licensee's other equipment or networks.
4.2 Licensee shall document and promptly report all errors or malfunctions of the Software to
SCPDC. Licensee shall take all steps necessary to carry out procedures for the rectification of
errors or malfunctions within a reasonable time after such procedures have been received from
SCPDC.
5. MAINTENANCE FEE. For Licensee the maintenance fees are waived for the Initial Term
and all renewals. The License Fees cover all costs for maintenance and support for the Initial and
renewal terms of this Agreement.
6. ASSIGNMENT OF DUTIES. SCPDC may assign its duties of Maintenance and Support
to a third party, provided that SCPDC will remain responsible for the actions of such third party.
Any such assignment is subject to Licensee's prior written consent, which consent shall not be
unreasonably withheld or delayed.
7. PROJECT ABANDONMENT — Should SCPDC abandon development and support of My
Permit Now system and can no longer fulfill its contractual obligations pursuant to this Agreement,
the last stable source code release of MyPermitNow Software will be licensed to Licensee under
an open source license agreement such as for instance GNU. The specific open source license
agreement would be chosen by SCPDC at such time.
8. LICENSEE DATA. SCPDC agrees that all data created by Licensee in the Software system
belongs to Licensee and shall be subject to the terms and conditions set forth in the Agreement
regarding Licensee Data.
Page 20 of 21
Accepted:
Indian River County
c9:
JcPc2
By: Bob Solari, Chairman
�ppSMlss�...
'NW September 17, 2019
South Central Planning and Development Conii`r$y}pri��T
APPROVED AS TO FORM
AN AL SU IC C
WILLIAM K,'DEBRAAL
DEPUTY COUNTY ATTORNEY
Date: %'WO
Attest: Jeffrey R. Smith, Clerk of
Cir it Court and Comptroller
A. id
Deputy Clerk
Page 21 of 21