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#15-6529-NS (N. Harris) SOFTWARE MAINTENANCE AGREEMENT This Maintenance Agreement made and entered into this 10th day of November, 2015, by and between N. Harris Computer Corporation, authorized to do business in the State of Florida, whose business address is 4464 Markham Street, Suite 2307, Victoria, British Columbia V8Z 7X8, Canada, hereinafter referred to as "HARRIS" and Collier County, a political subdivision of the State of Florida, Collier County, Naples, hereinafter called"Customer". CUSTOMER MAILING ADDRESS Collier County Purchasing Department Attention: Contracts 3327TamiamiTrail East Naples, FL 34112-4901 ANNUAL MAINTENANCE CHARGE The first year of CityView PreBuilts Annual Maintenance Charge shall be $197,168.35, payable on December 1, 2015. Year 2 Annual Maintenance charge shall be $203,083.40, payable on December 1, 2016 and Year 3 Annual Maintenance charge shall be $209,175.90, payable on December 1, 2017. Subsequent years' maintenance charges are subject to a three percent(3.0%)cap on any annual increase in the maintenance charge. The first year of CityView Portal Annual Maintenance charge shall be $33,000.00, payable on December 1, 2015. Year 2 Annual Maintenance charge shall be $33,990.00 payable on December 1 2016 and Year 3 Annual Maintenance charge shall be $35,009.70, payable on December 1 2717 Subsequent years' maintenance charges are subject to a three percent (3.0%) cap on any annual increase in the maintenance charge. Total Annual Maintenance charges for CityView PreBuilts and CityView Portal are: 2016 $230,168.35 2017 $237,073.40 2018 $244,185.60 2019 $251,511.17 2020 $259,056.50 1 CD TERMS AND CONDITIONS 1. TERM. The term of this contract shall commence on December 1, 2015, for a three (3) year period with two (2) subsequent one (1) year renewals, Each renewal may be exercised by Customer providing no less than sixty (60) days' notice of its intent to renew this contract. Where Customer does not provide notice of renewal or at end of the fifth year (November 30, 2020) whichever is earlier, this contract shall automatically expire on November 30th of the applicable year. 2. CHARGES. HARRIS shall invoice the Customer forty-five (45) days prior to the anniversary date of each annual term, and the Customer shall pay the Annual Maintenance Charge to HARRIS in accordance with Chapter 218, Florida Statutes, also known as the "Local Government Prompt Payment Act." HARRIS has the right to increase maintenance charges after the initial three (3) year period at each annual anniversary date, during the renewal period of this contract, by an amount not exceeding three percent (3.0%)of the cost currently in effect. Written notice of such increase shall be given to the customer not less than ninety(90)days before the date of the renewal term. In addition,the Customer shall pay all federal, state,or local taxes on the services rendered or parts supplied. Customer is sales tax exempt pursuant to Chapter 212,Florida Statutes. 3. SERVICE HOURS. This Maintenance Agreement provides for unlimited telephone software support. Service maybe obtained during HARRIS Technical Support office hours which are 9:00 AM to 8:30 PM daily (Eastern Time, including Daylight Savings Time), Monday through Friday, excluding US public holidays. Extended telephone support hours for Priority 1 issues will be provided from 7:00AM to 9:00AM daily (Eastern Time, including Daylight Savings Time), Monday through Friday, excluding US public holidays. If the Customer requests on site support, the Customer will be billed at HARRIS established service rates plus expenses. HARRIS's established service rates are attached hereto as Exhibit"A",and incorporated herein by reference. Travel expenses shall be paid in accordance with Section 112.061, Florida Statutes. HARRIS shall provide maintenance service as expeditiously as possible after notice from the Customer that the Product is inoperable. Service at times other than during HARRIS Technical Support office hours or extended telephone support hours for Priority 1 issues as noted herein, shall be furnished upon the Customer's request and at HARRIS's labor charges attached as Exhibit "A." This section is subject to the Harris Standard Support-Service Level Agreement and Table 1, attached hereto as Exhibit "B" and incorporated herein by reference. 4. SERVICE NOTIFICATION. The Customer shall notify HARRIS of suspected Product malfunction, by calling HARRIS Technical Support and identifying the problem and symptoms. Notification may be made to HARRIS via email or CityView Connect.. 5. RISK OF LOSS. This Agreement does not cover service, maintenance or repair necessitated by loss or damage resulting from any cause beyond the control of HARRIS, including, but not limited to loss or damage due to fire, water, lightning, earthquake, riot, unauthorized service or modifications, theft, or any other cause originating outside the Product. With respect to any loss or damage, HARRIS shall submit to the Customer a description of the work to be done and request the Customer's consent to restore the Product to normal operating condition at HARRIS's then current rates. If the Customer does not agree to restore Product to normal operating condition, HARRIS shall have the right to terminate its obligations under this Agreement. 6. PERFORMANCE. Harris shall perform the services covered under this Agreement in a professional and competent manner, but shall not be liable for damages, direct or otherwise, for failure to perform services at a location deemed hazardous to health or safety or arising out of delays or failure in furnishing parts or services caused by Acts of Nature, Acts of Government, labor disputes or difficulties, 2 C,� failure of transportation, or other causes beyond its control, or for any consequential damage whatsoever. 7. DEFAULT. In the event of payment default by the Customer, HARRIS shall be entitled to collect interest pursuant to Chapter 218, Florida Statutes, also known as the Local Government Prompt Payment Act, and collection costs, including court costs and reasonable Attorney's fees. In the event of default by the Customer in any term or condition herein, HARRIS may, at its option, refuse service or terminate its obligations under this Agreement if Customer does not cure the default within thirty (30) days after notice by HARRIS. In the event of default by HARRIS in its performance of this Agreement, Customer shall provide HARRIS with notice and an opportunity to cure the default within thirty (30) days and suspend future payments until the default is cured. 8. NOTIFICATION. Any notice required herein shall be in writing and shall be deemed given if mailed or delivered to the other party at the address on page one (1) of this agreement, or as modified in writing as accepted by both parties. HARRIS is required to send notification of maintenance and or support cancellations via certified mail or recognized overnight carrier. 9. RIGHT TO CANCEL. Customer reserves the right to cancel support for partial licenses with a reduction in maintenance and support payments as identified in the attached Licensing Appendix, Exhibit"C" attached hereto and incorporated by reference. 10. REINSTATEMENT. If there is an interruption of payment for maintenance and support, HARRIS agrees to accept one hundred percent (100%) of the back payment of the software maintenance and support fees that would have been paid if maintenance and support had been continued without interruption. The reinstatement will be based on fees that would have been paid, rather than HARRIS's "current" rate. For any fees to be paid in relation to a renewal period, it shall be assumed that HARRIS increased the rates by the permitted 3% for each renewal period. 11. WAIVER. This instrument contains the entire Agreement of the parties. It cannot be changed, altered or modified orally. All changes or modifications must be in writing by the parties hereto. 12. TAX. The Customer is responsible for any and all tax. Customer is sales tax exempt pursuant to Chapter 212, Florida Statutes. 13. TYPES OF SUPPORT. Technical support includes telephone, email and CityView Connect when the Customer has problems or questions, The manner by which support services will be supplied is detailed in Exhibit "B". Any discrepancy between the terms of Exhibit "B" and the terms of this Agreement shall be resolved in favor of the description in Exhibit"B". 14. SOFTWARE SUPPORT. In consideration of payment of the annual support and maintenance fee, the support shall include, but not be limited to, the following: a) unlimited telephone support services concerning the use of the Application Software b) response to all errors found in the Application Software within the timeframes defined in Table 1 of the Service Level Agreement in Exhibit "B" 3 cy c) response to any Application Software non-conformances to the System Specification within the timeframes defined in Table 1 of the Service Level Agreement in Exhibit"B" d) copy of each subsequent update, revision, release or new version of the Application Software and related material including related user and technical documentation for each subsequent update, revision, release or new version. 2(two) copies of the release notes will be provided: 1(one) complete copy and 1(one) copy as related to Collier County licensed modules only (see Exhibit B). e) copy of the new or updated documentation for the Application Software which accurately reflects the changes in the update, revision, release or new version of the Application Software. 2(two) copies of the release notes will be provided: 1(one)complete copy and 1(one) copy as related to Collier County licensed modules only(see Exhibit B). f) installation, by HARRIS, of each update, revision, release or new version of the Application Software on Customer's Network. HARRIS shall first perform the installation in Customer's test environment.After Customer has tested the update, revision, release or new version of the Application Software in the test environment, HARRIS will perform the installation in Customer's live environment. g) At least a semi-annual review performed by HARRIS and delivered to Customer by March 1 and September 1 of each year. Customer agrees that the aforementioned time frames and the general requirements of the semi-annual review are subject to Customer's cooperation based on Harris's recommended and requested access to Customer's Application Software and database and at any other mutually agreed upon time. Semi- annual review shall include the following tasks: i. Search for transaction fragments such as unpaid fees, unprinted letters, and incomplete activities that could be slowing down the Search screens, Queues, and Lists. Analyze these items to discern any patterns and recommend process refinements. ii. Analyze the letter recipients and letter templates tables and correct any oversize issues that could be slowing down access to Correspondence. Recommend process refinements as needed. iii. Review database backup logs and procedures. Recommend refinements as needed. iv. Run performance checks on the application server to check for memory, CPU, and disk capacity issues. Recommend configuration refinements as needed. v. Review primary processes with Customer's representative from each department to help identify bottlenecks in processes. Recommend refinements as needed. vi. Review application configuration to identify administrative errors such as zero-dollar fees, questionable types, etc. Recommend refinements as needed. 4 (;) vii. Provide written documentation of findings and recommendations. On-site service shall be available to Customer at HARRIS's cost and at no additional charge to Customer where on-site service is necessary to correct incidents, problems, deficiencies, defects or errors in the Application Software which cannot otherwise be corrected by way of remote support. 15. MODIFICATIONS. Modifications in Updates, Revisions, Releases and New Versions. All future updates, revisions, releases or new versions of the Application Software as provided by HARRIS shall not affect the ability of the Customer to use the Application Software. If the installation of a future update, revision, release or new version of the Application Software causes a Modification to not perform as originally written or as defined in the Modification Specification, HARRIS shall, within seven (7) business days of notification from Customer and at no charge to Customer, correct the Modification so it functions as originally written or defined in the contract. Noncompliance will result in Modification being elevated to a Priority 1 incident, if it does not already qualify under normal terms of SLA. It shall not be a breach of this section if the Application Software is able to perform the same function but in a manner that is different from the process prior to the Modification. 16. SOFTWARE MAINTENANCE LOG. HARRIS shall maintain a log of all support cases logged via methods listed under SERVICE NOTIFICATION from Customer to HARRIS regarding problems with the Application Software or questions regarding the operation of the Application Software. The written log of all support cases shall include, but not be limited to, a short description of the support case issue, date, time, Customer person initiating the support case, HARRIS person receiving the case, description of support work performed by HARRIS and the disposition of the case. On Customer's request, HARRIS shall provide Customer with a copy of the written log of all support cases. 17. CASE COMPLIANCE AUDIT. HARRIS and CUSTOMER shall meet quarterly to review and report on logged cases closed within that period to determine level of compliance against Service Level Agreement (SLA) as defined on Exhibit B, table 1. The purpose of this meeting is to identify areas of non-compliance, identify any corrective action and work toward continuous improvement. 18. ON SITE VISITS. Maintenance Agreement includes the option for up to two on site support visits of two days each per year. The purpose of each visit will be to observe, discuss and document ways to improve the operations of the system within the County, whether that be areas of concern for the users, need for certain types of training, enhancement requests, performance tuning, etc. CUSTOMER to reimburse HARRIS for travel expenses. 19. GOVERNMENT MANDATED SOFTWARE CHANGES. HARRIS agrees to provide changes to the Application Software to enable the Application Software to comply with any and all processing or reporting required or mandated by the Federal government, the Governmental Accounting Standards Board or any pronouncement issued by the American Institute of Certified Public Accountants. Such required processing or report changes shall be made to the Application Software by HARRIS within the required time frame as defined by the governing body or authority concerned, provided that HARRIS is made aware of the required or mandated changes and is allowed sufficient time in which to make the required changes. HARRIS agrees to provide changes to the Application Software to enable the Application Software to comply with any and all processing or reporting required or mandated by the State of Florida provided that Customer gives HARRIS the specifications from the State of Florida regarding the processing or reporting requirement. Such changes to the Application 5 r'``. Software shall be performed by HARRIS within the required time frames defined by the State of Florida, provided that HARRIS is made aware of the required or mandated changes and is allowed sufficient time in which to make the required changes. The changes to the Application Software identified in this section shall be performed by HARRIS at no charge to Customer provided that Customer has paid the annual software maintenance fee at that time. Any reference to 'made aware' in this section means that the Customer has made Harris aware of the required facts promptly from the time of the release of such applicable information by the applicable entity/agency/board. 20. CONVERSION COSTS. If a conversion of Customer's data is necessary due to an update, revision, release or new version of the Application Software, HARRIS will cover these costs. 21. FUNCTIONALITY REPLACEMENT CLAUSE. If HARRIS no longer supports the functionality that the Customer originally licensed — but the functionality is supported in another product, even if it's been renamed or re-bundled, or has substantially greater functionality — then the Customer will receive this replacement product at no additional cost, as long as the Customer is paying Maintenance and Support costs except in the instances where • HARRIS has publicly announced that the software has reached its end of life and will no longer be maintained as of a certain date. • The software no longer runs on currently supported versions of database or operating Systems. 22. APPLICATION SOFTWARE. The "Application Software" as defined herein is that software that is licensed by Harris to Customer and is more specifically detailed in Exhibit C. LIMITATION OF LIABILITY. Harris shall not be liable to Customer for any indirect damages, consequential damages, or special damages, loss of data, or losses related to an inability to collect or bill fees. Harris's liability shall not exceed in the aggregate the fees paid by Customer to Harris under this Agreement during the term in which such liability arose; in no event shall any term exceed twelve (12) months for the purposes of this section. The above limitations shall apply regardless of the nature of any claim or liability, including for breach of contract, rescission of contract, tort, or via statute. IN WITNESS WHEREOF, HARRIS and the Customer, have each, respectively, by an authorized person or agent, hereunder set their hands and seals on the date and year first above written. ATTEST: BOARD OF COUNTY COMMISSIONERS COLLIER COUNTY, FLORIDA Dwig t.E.`. Briick, C rk of Courts c.. BirePf4e-- Date.d , ) Tim Nance, Chairman ‘21 t"t' ',4---7 . . AtteStaS to,C.1:th 1 mn s signature wily. ' N. HARRIS COMPUTER CORPORATION f -levYkt: By: ........! Ir. First Witness v? ;-.t.,,..—...2 • 43 0/N1_5 CO, fie, iType/print witness name — .0116 By: Second Witness Typed signature and title C...,,,,..A ,-,- --\--- TTYpe/print witness name I Approved as to form and legabtilffiritnq: 10,14 l'Y%: Deputy County Attorney Print Name f 7 ' 4.4" EXHIBIT "A" HARRIS SERVICE RATES Professional Services rate: $175/hr. (December 1 2015—November 30, 2016) $180/hr. (December 1 2016—November 30, 2017) $185/hr. (December I 2017 November 30, 2018) $190/hr. (December 1 2018—November 30, 2019) $195/hr. (December 1 2019—November 30, 2020) 8 • EXHIBIT "B" CityView Standard Support—Service Level Agreement Contract Term: 3 Year (renewable for an additional two (2) one (I) year periods) Products Supported: CityView PreBuilts, CityView Portal, CityView Mobile Support Channels: Web, Telephone or Email Support Requests Allowed: Unlimited Who Can Report: Any registered user, via the Feedback button in CityView. Hours of Coverage: Coverage hours are 9:00 a.m, to 8:30 p.m. Eastern Time from Monday through Friday,excluding HARRIS Technical Support observed holidays. (Onlythose statutory holidays that coincide between Canada and the United states are observed by HARRIS Technical Support.)Extended telephone support hours for Priority 1 issues will be provided from 7:00AM to 9:00AM daily(Eastern Time,including Daylight Savings Time), Monday through Friday, excluding US public holidays. Accessing Support: The preferred method of opening a support incident is to enter the problem details through our online support system (or through the Feedback button in CityView). Telephone support requests should be preceded by filing an electronic support request through one of the previously stated means, including a detailed problem description. Telephone support requests will be answered live during business days, though staff may be involved in serving other customers. If your call is not answered live, we ask that you leave a message, including the support request tracking number you received from the electronic filing, your name and phone or pager number. Messages are typically responded to within two hours according to table 1 in Exhibit B. Auto Acknowledgement:Any changes to tickets will generate a message which will contain the details of your problem report aswell as the support requesttracking number. Whenever the status of your incident changes,a notification will automatically be sent to the individual that opened the call. Request Response Time:Atechnical supportengineerwill respond to all requests within the time frames specified in Table 1.Business hours are 9:00 a.m.to 8:30p.m.Eastern Timefrom Monday through Friday,excluding HARRIS Technical Support observed holidays. Only those statutory holidays that coincide between Canada and the United States are observed by HARRIS Technical Support. We process requests in the order oftheir priority followed by order of submission. Resolution of Bug-Related Requests:We will keep your request open and follow up when a fix is available in a production release.Wewill also contact you if we post an experimental build that will help with your problem. What We Need to Help You HARRIS wantsto be as responsive aspossibleto your supportneeds.To accomplish this goal, the HARRIS customer support staff relies on your knowledge,self-sufficiency,and thoroughness during the troubleshooting process. You reap the benefits from this effort—it allows HARRIS to focus on the more difficult problems and make the product more robust. It also helps control the amount HARRIS charges for support. • Knowledge:You should be experienced in the installation,operation,and maintenance of the hardware, desktop, and network operating systems,and applications in your environment before you install CityView. • Self-sufficiency:We ask you to be as self-sufficient as possible when you encounter problems.You can do this by referring to technical documentation foryour environment and by searching City View Connectto determine if your issue is addressed before you submit it to our customer support staff. • Complete information:As with any troubleshooting process, accurate and timely resolution depends on information. When you request support, please fill in all relevant fields in the request form, provide a detailed problem description, and attach any appropriate log files.Unfortunately,when the request information is incomplete,it will take longer to resolve your issue. • Preparation: If you call us for support,be prepared to provide the same level of information as is requested on the request submission form.You can help reduce the time to resolution by completing the online support request form and attaching files as directed.Then,simply provide us with the request number when you call.We ask that you have immediate access to the computer(s) on which HARRIS products are running. How to Access Support HARRIS offers several methods of accessing support described below. Please note that for Priority 1 (see Table 1)issues,customers are encouraged to submit their incident online and then follow up via Harris Software's toll-free phone number 866-988-8324: • Web Support(preferred method) Our CityView Connect Feedback portal, (https://cityviewsupport.harriscomputer.com/connect ) and CityView Connect Help Portal (http://cityviewhelp.iharriscomputer.com/citvviewcros ),provide resources for customer self-service,and is comprised of an online searchable knowledgebase, downloadable updates, and a web-enabled CRM that allows users to log new support incidents and check the status of previously submitted incidents on a 24 x 7 basis. • Telephone Support Telephone technical support is available between the hours of 9:00 a.m.and 8:30 p.m. EST on regular business days. Customers can contact us toll-free at 1.866.988.8324. HARRIS Technical Supportwill respond to telephone inquiries using the Service Level Agreement provided in Table 1 below. Extended telephone support hours for Priority 1 issues will be provided from 7:00AM to 9:00AM daily (Eastern Time, including Daylight Savings Time), Monday through Friday, excluding US public holidays via a separate telephone number 250-886-1278. • Email Support Customers may request assistance from HARRIS Technical supportvia email at ,r, Cityviewsupport(charriscomputer.com . All email incident reports are logged into the HARRIS support CRM database and are addressed based upon the priority of the issues. The response time guidelines for support are provided in Table I below. Feature Requests If you come across an idea that you think might make a nice enhancement to CityView,your input is always welcome.Please submit yoursuggestions through regular supportchannels. Unless additional information is needed, you will not receive a personal response.Any suggestions for enhancements to CityView that you submit will become the property of Harris Software.HARRIS may use this information for any HARRIS business purposes,without restriction, including for product support and development. HARRIS will not use information in a form that personally identifies you. Limitations The following are not covered by Harris Software's Standard SupportAgreement,but may be available as separate services on a time and materials basis: a) Services required due to misuse of HARRIS maintained software; b) Services required due to software corrections,customizations, or modifications not developed by Harris Software; c) Services required by the Customer to be performed by HARRIS outside of Harris Software's regular business hours; d) Services required to resolve or work-around problems that cannot be reproduced in Harris Software's support environment or customer's test environment; e) Services which relate to tasks other than maintenance of the Customer's existing implementation and configuration of CityView,including but not limited to,enhancing or adapting CityView for specific operating environments; f) Services requested by the Customer to implement software updates provided by Harris Software. 10 Table 1. Service Level Agreement Priority Definition Initial Commitment(CItyVtew'end Customer) Examples Target Resolution li ne Response Tfine" 1 _Operation/Service - 1 Holm-- Crtyvfew and customer wig comma necessary • t}sers cannot login down or critically resources to fix problem,or obtain a impacted.Business workaraundtaction plan. Ctrs vendor will work • Business process halted . (High) process impacted. on Priority 1 issues around the dock'24 x7 ,No known; until operatiorip!rave I� an restored,provided workaround. that the necessaly`and appropriat oilier`-` County resources are ikewlse avaiS tie �. 'operation;affected, Flours ss CItyView and c stomel ti commit resources, + Cannel print .<,;, .`15 Business Days but�not down durin normal business hours to respive ' g .Cannot Process payments • slness process is issue otobtair s a rKOeC�arouttdlac6o� n (Medium) Workaround xw, e 3 Moderate to 24 Hours City�!few and custofrterwiltc omm n cessary . Non Critical feature n vorlong 30 Business Days �negligibl> impact.No resour during normal business hours Me ention sour urr user impact to business. restore operation to satistactory°teueis (Normal) intervention , 3 ,. �4 Request for 48-Hours 'Reque t dependent. • Halo fits clarification' 45 Business Days information, �;. documentation r (Info.) issues. 5 Enhancement 48 Hours Request-depeti er �� Not in current product Request Requests dependent ,... Response tinue tar ets are during business hours only with exception of priority 1 items fro m 7-9AM Target Resolution Time:Defined as non-software related solution or workaround. Obtaining More Information Information about our support programs may be obtained by contacting the CityView Support team at 1.800.665.5647, or via email at cityviewsupportc harriscomputer.com. 11 .-.tr EXHIBIT "C" LICENSE APPENDIX CUSTOMER has received thefollowing licenses as of July 16, 2015: Licenses Incremental Purchase Cost 225 CityView Application Client—Desktop $2,000 0 CityView Application Client—Desktop(Read Only) $5,000 for first 5 (min. of 5), $900 for each additional 50 CityView Mobile Client– Mobile Permitting $500 6 CityView Mobile Client–Mobile Planning $500 1 CityView Server N/A 150 CityView GIS Extensions using ArcGIS Server N/A 1 CityView GIS Advanced Extensions N/A 1 CityView Application Builder $7,500 1 CityView XML Web Services Extension N/A 1 CityView Exchange N/A 1 CityView Dashboard N/A 1 CityView Portal $7,500 each additional process on Portal PreBuilts: 1 CityView Property Information N/A 1 CityView Permits & Inspections/ROW Permitting N/A 1 CityView Code Enforcement N/A 1 CityView Planning N/A 1 CityView Licensing N/A 1 CityView Cashiering N/A MAPPING PRODUCTS ARE MISSING RIGHT TO CANCEL. Customer reserves the right to cancel support for partial licenses with a reduction in maintenance and support payments. HARRIS will reduce the annual maintenance cost by one-quarter of one percent (0.25%) of the currently in effect Annual Maintenance Charge for each license returned. Notification of cancellation must be made at least ninety (90) days prior to the annual renewal anniversary date. The effect of the reduction will be realized in the calculation of the next Annual Maintenance Charge. This applies only to the CityView Application —Desktop licenses. 12 NO LONGER SUPPORTED CLAUSE. if HARRIS no longersupports the functionality that the Customer ori inally licensed,Maintenance and Support will be reduced by mutually agreed upon negotiated amount while continuing to provide technical supportforthe product. / 31