HomeMy WebLinkAboutReso 2013-2051RESOLUTION NO. 2013- -2051
A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF
SUNNY ISLES BEACH, FLORIDA, APPROVING AN AGREEMENT
WITH PALADIN DATA SYSTEMS (SMARTGOV) FOR THE
BUILDING AND COMMUNITY DEVELOPMENT DEPARTMENTS,
TO PROVIDE A PERMITTING AND LICENSING SYSTEM,
INCLUDING INSTALLATION, CONFIGURATION, MIGRATION OF
EXISTING DATA, TRAINING, AND SUPPORT, IN AN AMOUNT
NOT TO EXCEED SIXTY -NINE THOUSAND SIXTY -ONE DOLLARS
(S69,061.00), IN SUBSTANTIALLY THE SAME FORM AS
ATTACHED HERETO AS EXHIBIT "A ", BY UTILIZING
LIGHTHOUSE POINT RFP NO. 2012 -007; AUTHORIZING THE
MAYOR TO EXECUTE SAID AGREEMENT; AUTHORIZING THE
CITY MANAGER TO DO ALL THINGS NECESSARY TO
EFFECTUATE THIS RESOLUTION; PROVIDING FOR AN
EFFECTIVE DATE.
WHEREAS. on March 15. 2007 via Resolution No. 2007 -1063 and Resolution No. 2007-
1064 the City Commission approved agreements with Black Bear Systems, Inc. and Homework,
Inc. to implement the PTWin32 system the current permitting and licensing system used by the
Building and Community Development Departments; and
WHEREAS, Black Bear Systems, Inc.. the manufacturer of that system, has since
dissolved, leaving the City with no manufacturer support; and
WHEREAS, Paladin Data Systems (SmartGov) will provide enhanced functionality, as
well as an integrated solution that will also incorporate the Zoning application process, as well as
Local Business Tax Receipts and Certificates of Use which are currently handled by separate
applications; and
WHEREAS, Paladin Data Systems has submitted a proposal to provide these services,
attached hereto as Exhibit "A ": and
WHEREAS, the Information Technology Department has reviewed the proposal from
Paladin Data Systems and has determined it to be fair, reasonable, and customary; and
WHEREAS, the City wishes to enter into an agreement with Paladin Data Systems for
SmartGov Svstem and the training of staff. in an amount not to exceed Sixty -Nine Thousand
Sixty -One Dollars ($69,061.00), in substantially the same form as attached hereto as Exhibit "A ",
by utilizing Lighthouse Point RFP No. 2012 -007.
NOW THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE
CITY OF SUNNY ISLES BEACH, FLORIDA, AS FOLLOWS:
Section 1. Approval of Agreement. The City Commission hereby approves the Agreement
with Paladin Data Systems for the SmartGov System in the Building and Community
82013- Paladin Data Systems Agnnt Page 1 of 2 SIB
Development Departments and the training of staff, in an amount not to exceed Sixty -Nine
Thousand Sixty -One Dollars ($69,061.00). in substantially the same form as attached hereto as
Exhibit "A ".
Section 2. Authorization of Mavor. The Mayor is hereby authorized to execute said Agreement.
Section J. Authorization of Citv Manager. The City Manager is hereby authorized to do all
things necessary to effectuate this Resolution.
Section 4. Effective Date. This Resolution will become effective upon adoption
PASSED AND ADOPTED this 18'h day of April 2013.
s
r'
ATTEST:
Jan 0I e'A. Hines, C, City Clerk
. f_
FO FORM
FFICIENCY:
Attorney
Vote: S—O
Mayor Edelcup
Vice Mayor Aelion
Commissioner Gatto
Commissioner Levin
Commissioner Scholl
R2013- Paladn Data Systems Agent
Moved by: V l Ga o♦ 0L
Seconded by: Qom"UAtk� GA-TTO
✓ (Yes)
(No)
(Yes)
(No)
(Yes)
(No)
(Yes)
V(Yes)
_(No)
(No)
Page 2 of 2 S I B
A T A r-%YX T
DATA
JL 1nnov )iion I inregrirV I residis
April 11, 2013
City of Sunny Isles Beach
18070 Collins Ave
Sunny Isles Beach, FL 33160
To Whom It May Concern:
19362 Powder Hill Place NE
Poulsbo, WA 98370
w m.Paladin0amcm
p 360.779.2400
p 8005320448
r 360379.2600
Paladin agrees to give the City of Sunny Isles Beach the same pricing, terms and conditions as
currently providing the Lighthouse Point, Contract No. 1023.
Changes:
1.4 ('SMARTGov Community) as amended with Lighthouse Point, FL, replaced definition with
'PALADIN's SMARTGov Community° software solutions delivered as Software as a Service
('SaaS' is a delivery model in which software and associated data are centrally hosted and
typically accessed via a web browser with a network connection to the internet) '
1.7 ('Licensed Jurisdiction ") replaced °Lighthouse Point' with "Sunny Isles Beach'
4.2 ('Expenses°) Added the following language - 'CLIENT shall not be responsible for any
- expenses exceeding the amount estimated in the approved statement of work without prior
written authorization and approval by the CLIENT.'
4.4 (°Right to modify flees') Added the following language - "Any increase in fees for
SMARTGov, Community shall.be limited to a maximum of 5% of the current annual subscription
fees paid by CLIENT."
7.6 (`Effect.of Termination') Strike She following language — "The cost of exporting and shipping
the data to the CLIENT will be paid by the CLIENT, unless otherwise provided, and may be
invoiced by PALADIN upon shipment.'
12:5 ('Governing Law') State of Florida replaces State of Washington and Miami Dade County
Florida replaces Kitsap County Washington
Added is a new Section 4.5 ("Availability of Funds') to state the following:
4.5 ('Availability of Funds') The Client's performance and obligation to pay under this Agreement
is contingent upon an annual appropriation for its purpose by the City Commission. In the
event the City Commission fails to appropriate funds for the particular purpose of this
Agreement during any year of the term hereof, then this Agreement shall be terminated upon
ten (10) days written notice and PALADIN shall be compensated for the Services satisfactorily
performed prior to the effective date of termination.
A
innowlion I in(egrily I r 113
Z S}gcerely,
Dan Burton
COO
Paladin Data Systems Corporation
Attachments:
Sales Order
Statement of Work
Exhibit A — SLA
SIB
CMART5 otr-
Paladin Data Systems Corporation
19362 Powder Hill Place NE
Poulsbo, WA 98370 -8720
Tel: 360- 779 -2400 1- 800 -532 -8448
Fax: 360- 779 -2600
To:
City of Sunny Isles Beach
Building Department
18070 Collins Ave.
Sunny Isles Beach, FL 33160
Date: April 9, 2013
Order: 1035
Ordered by: Serenity Lumbard
Required Date: May 9, 2013
Telephone: 305 - 947 -2150
Fax: 305- 949 -3113
Contact Person: Clay Parker, Chief
Building Official
Email: cparker @sibfl.net
Purpose of this Sales Order:
City of Sunny Isles Beach, FL, is purchasing SMARTGovCommunity® Software as a Service
(SaaS) —Permit Planning, Plan Review, Code Enforcement, Licenses, Cashiering, Integrated
GIS w /satellite imagery and road map base layers. This subscription includes 5 free "occasional
users" which individually average less than 30% usage during an 8 hour day.
Start Date: TBD Period: 12 months from the Start Date
Back -up Availability Date will be the 15th of each month, beginning one (1) month after Start
Date. (The rile will be available each month for download for one week following the Back -up
Availabilitv Date. after which the file with be deleted.)
Subscription Services
26 End - Users' End Users
SMARTGovCommunity®SaaS
$18,525.00
1 Site Module
SMARTPortal
$3,260.00
SMARTConnector SaaS Transaction
$1,376.00
1" Year Discount
[$7,600.00]
Subtotal for Annual Subscription
$15,581.00
Services Fees
Optional Additional Services Purchasing
1 Site
SMARTConnectors 2 Base map GIS Layers
Free
1 Site
SMARTConnectors Additional GIS Overlays
$3,500.00
Code Set -up (Labor)
1 Site
SMARTConnectors Parcel Connector Code
$3,500.00
Set -up (Labor)
1 Site
SMARTConnectors Financial Connector
Free
Code Set -up (Labor)
SMARTConnectors Merchant Services
$3,500.00
Connector Code Set -up (Labor)
60 Hrs. $160/Hr.
PTWIN Data Migration
Free
Subtotal Additional Services
$10,500.00
Optional Additional Time and Materials Services and Expenses based on
Statement of Work # 23143
Attachment "A" 8 1 B
�MAItTGov"
120 Hrs. $160 Per Hour Configuration and Training (Labor - See
'Statement
$19,200.00
of Work #23143)
513,030.50
1 Week 'Travel and Expenses (See Statement of
$3,000.00
Work #23143)
$13,030.50
70 Hrs. $160 Per Hour Fee Configuration Service
$11,200.00
60 Hrs. $160 Per Hour Access Data Migration- Business Licensing
$9,600.00
Subtotal for Optional Additional time and
$43,000.00
Materials Services and Expenses
Monthly
Total without sales tax
$69,061.00
Annual Subscription Year 2
$15,561.00
Annual Subscription Year 3 and beyond (or
$23,161.00
the then current fees)
'31 End Users will be set up in the system and will be subject to monitoring and amendment of the
number of End -Users and Fees under Section 3.1(b).
Schedule of Payments
50% of SMARTGov Communitys Total (Annual Subscription Services Fees and
513,030.50
Optional Additional Services ) Invoiced Upon Contract Signing
50% of SMARTGov CommunityO Total (Annual Subscription Services Fees and
$13,030.50
Optional Additional Services ) Invoiced at Start Date
100% of SMARTGov Community® SaaS for Year 2, Due at Anniversary Date for
$15,561.00
Renewals
Time and Materials Work and Travel and Expenses to be invoiced monthly as they
Monthly
occur See Statement of Work #23143
Sales Tax Not Included in the Above Amounts
If tax exempt, please provide a copy of tax exempt certificate.
' Travel and Expenses: Airfare will be billed according to coach class. Lodging will be billed according to
the actual rates; however, PALADIN agrees to rent an economy, if available. Meals and incidental
expenses will be billed according to per diem rates as contained in GSA per diem rates.
This Paladin Data Systems Corporation Sales Order and the same terms and conditions of City of
Lighthouse Point, FL, SMARTGov Communitye' Subscription Agreement (collectively, "Agreement') is
entered into by City of Sunny Isles Beach, FL ('CLIENT') and Paladin Data Systems Corporation
('PALADIN* and, together with CLIENT, the 'Parties" and each a "Party') as of the Effective Date. By
signing this Agreement, CLIENT agrees to the terms and conditions contained in City of Lighthouse
Point, FL, Agreement, in Exhibit A — SMARTGov Community° Service Level Agreement which are
incorporated herein by this reference. This Agreement is effective as of the last date set forth below (the
'Effective Date ").
Print Title ?
Date l� f9vf I I�IJ
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ATTORNEY
PAadin Data Systems Corporation
Signature
Print Name
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Print Title
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Date
Sig
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Com ndy
TERMS AND CONDITIONS
1. DEFINITIONS
As used in this Agreement, the following terns shall have the following meanings:
1.1 "CLIENT Data" shall mean any data, information, records, images or files added or entered
into, processed or generated by the SMARTGov Community° by or on behalf of CLIENT.
1.2 "Confidential Information" shall mean any non - public data, information and other materials
(whether in tangible or intangible form) regarding the products, services or business of a party (and/or,
if either party is bound to protect the confidentiality of any Third Party's information, of a Third Party)
provided or accessible to either party by the other party where such information is marked or otherwise
communicated as being 'proprietary' or "confidential' or the like, or where such information should, by
its nature, be reasonably considered to be confidential and/or proprietary. Without limiting the foregoing,
Confidential Information of PALADIN includes the software and all source code, source documentation,
inventions, know -how, and ideas, updates and any documentation and information related to SMARTGov
Community.
1.3 "Documentation" includes, but is not limited to, any on -line help files, electronic media,
executables, report files, data table definitions, system designs, or written instruction manuals regarding
the use of SMARTGov Community.
1.4 'SMARTGov Community" shall mean PALADIN's SMARTGov Community® software solutions
delivered as Software as a Service ('SaaS' is a delivery model in which software and associated data are
centrally hosted and typically accessed via a web browser with a network connection to the internet).
1.5 "End- User" shall mean an individual registered and identified by CLIENT by name to receive a
unique password in order to access SMARTGov Community, including employees, agents, consultants,
contractors and any other persons having access to SMARTGov Community by virtue of his or her
relationship with CLIENT.
1.6 "EULA" shall mean the SMARTGov Community End User License Agreement, which is located
at htto: / /smartgov.paladindata.com.
1.7 "Licensed Jurisdiction" shall mean City of Sunny Isles Beach, FL.
1.8 "Fees" shall mean the fees, charges and other amounts to be paid by CLIENT to PALADIN
hereunder.
1.9 "Modifications" shall mean improvements, additions, changes, updates, upgrades, bug fixes or
derivative works relating to SMARTGov Community, including but not limited to the graphical user
interface, by whomever made them and whether or not they incorporate or are based on any information
gained as a result of this Agreement.
1.10 "Normal Business Hours" shall mean Monday through Friday (excluding holidays) from 8 a.m.
to 5 p.m. Pacific Time.
1.11 "Recommended Equipment" shall mean any hardware or other equipment, if any,
recommended by PALADIN to be used with SMARTGov Community as specified in the Documentation
and /or on the SMARTGov Community website, currently located at http: / /smartgov.paladindata.com.
1.12 "Results" shall have the meaning set forth in Section 3.1.
1.13 - "Subscription Services" shall mean the access to SMARTGov Community and those support
and maintenance services provided by PALADIN to CLIENT pursuant to the terms and conditions
described herein.
1.14 "Start Date" shall mean the date agreed upon by PALADIN and CLIENT that the Subscription
Services will be available for CLIENT's use.
Page 3 Initials — Paladin -9 Client_
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1.15 "Term" shall have the meaning set forth in Section 7.1.
1.16 "Third Party" shall mean any entity or individual other than PALADIN or CLIENT.
2. LICENSE GRANT
2.1 SMARTGov Community.
(a) License. Subject to the terms and conditions of this Agreement, PALADIN hereby
grants to CLIENT, a non - exclusive, non - transferable, limited license, during the Term, for End -Users to
access and use SMARTGov Community in accordance with the Documentation solely for e- government
software solutions. CLIENT'S use of SMARTGov Community is limited to the number of End -Users and
modules as set forth in the Sales Order, except as provided in Section 4.1(b) herein. In addition, if
SMARTPortal (public portal) is purchased under this Agreement, CLIENT may display on its website the
public portion(s) of SMARTGov Community, which are the pertion(s) of SMARTGov Community available
to CLIENT that do not require a password for use. CLIENT agrees that all rights not expressly granted
to CLIENT hereunder are reserved by PALADIN and its Third Party licensors or vendors, as applicable.
(b) Restrictions. CLIENT agrees that SMARTGov Community contains trade secrets and
other confidential and /or proprietary information owned by PALADIN or its Third Party vendors. CLIENT
shall not and shall not allow End -Users or other persons to (a) modify, make derivative works, alter any part
of SMARTGov Community, (b) copy the SMARTGov Community, in part or in whole, (c) reverse engineer,
decompile, disassemble or otherwise attempt to derive source code of the SMARTGov Community or other
proprietary information from the SMARTGov Community, d) sell, transfer, lease, rent, loan, distribute or
attempt to grant any rights to the SMARTGov Community to any Third Party, (e) use the SMARTGov
Community to act as a service bureau or application service provider, or to permit access of any kind to
SMARTGov Community to any Third Party, or (f) disclose SMARTGov Community or any Documentation,
to any Third Party, except as otherwise permitted herein. Furthermore, End -Users may not log into more
than one machine at a time.- PALADIN -may electronically monitor CLIENT's use of SMARTGov Community
for compliance with the license terms and restrictions set forth in this Section 2.
2.2 Data. CLIENT grants to PALADIN a non - exclusive license to use CLIENT DATA for the purposes
of performing its obligations under this Agreement.
2.3 PALADIN represents that it holds all copyrights, trademarks, patents, or other rights to the
software and SMARTGov - Community and required to provide the license to CLIENT and shall indemnity
and defend CLIENT at PALADIN'S expense for any claim filed against CLIENT for infringement of any of
these rights by a third party.
3. OWNERSHIP
3.1 SMARTGov Community Ownership. As between the parties to this Agreement, PALADIN and
its licensors shall retain sole and exclusive ownership of, and all right, title and interest in and to
SMARTGov Community, Documentation, Modifications all suggestions, ideas, improvements, feedback,
evaluation materials, presentations, designs, technology, inventions, know -how, works of authorship,
software, specifications, and other materials, information and any other intellectual property made,
developed, conceived or reduced to practice by PALADIN (whether alone, or jointly with Client) in the
performance of this Agreement (collectively, 'Results'). To the extent necessary to effect this intention,
CLIENT hereby assigns to PALADIN any and all right, title and interest in and to SMARTGov Community
and Results, and shall execute all such further instruments and documents and to do all such other acts
and things, as may be requested by PALADIN from time to time to secure and preserve PALADIN's rights
hereunder.
Page 4 Initials — Paladin 4& Client
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3.2 PALADIN Trademarks.
O
9 SMARMeoPI
Community and SMARTGov"' are registered trademarks of PALADIN (the "Paladin
Trademarks'). PALADIN hereby grants to CLIENT a non - exclusive, non - transferable, right to use the
Paladin Trademarks as long as such use is solely to identify and promote SMARTGov Community, and
CLIENT complies with the trademark usage policies and guidelines provided by PALADIN, as may be
updated or revised by PALADIN from time to time. CLIENT receives no ownership right in the Paladin
Trademarks and agrees not to take any action inconsistent with such ownership. All use of the Paladin
Trademarks by CLIENT will inure to the benefit of PALADIN.
3.3 Client Data and Trademarks. CLIENT hereby grants to PALADIN, during the Term, a non-
exclusive, non - transferable, license to display the CLIENT name and logo designated by CLIENT for use
on the user interface of SMARTGov Community through which CLIENT accesses and uses SMARTGov
Community and for the marketing and promotion of SMARTGov. PALADIN receives no ownership right in
the CLIENT Data or CLIENT Trademarks. PALADIN may, with CLIENT's consent, use excerpts of CLIENT
Data in demonstrations and presentations regarding the SMARTGov Community.
3.4 Ad Hoc Report Writer Software. Exago Inc. is the owner of the ad hoc report writer software
(eWebReports) that PALADIN uses as part of SMARTGov Community. Exago Inc. requires End -Users to
agree to the provisions listed in the EULA.
4. FEES and PAYMENT
4.1 Fees.
(a) Subject to Section 4.1(b), Fees for use of SMARTGov Community are based on the
number of add on modules and the number of End -Users licensed hereunder. CLIENT will pay the Fees
set forth in the Sales Order. All Fees are payable in United States dollars and are exclusive of any and
all taxes. If PALADIN is required to pay any federal, state or local taxes based on the services provided
under this Agreement, the taxes shall be invoiced and paid by Client (excluding taxes based on
PALADIN's gross receipts or net income).
(b) If PALADIN determines based on its electronic monitoring of CLIENT and End -Users
under Section 2.1(b) that the actual number of End -Users exceeds the number licensed under this
Agreement, then the parties agree that PALADIN reserves the right to amend the Sales Order for any
successive Renewal Term to increase the number of End - Users, and the Fees, subject to Section 4.4
herein.
4.2 Expenses. Fees do not include travel, lodging or other expenses related to SMARTGov
Community. CLIENT will reimburse PALADIN for all travel, lodging, communications, incidentals and other
out -of- pocket expenses as they relate to the services rendered hereunder by PALADIN to CLIENT.
CLIENT shall not be responsible for any expenses exceeding the amount estimated in the approved
statement of work without prior written authorization and approval by the CLIENT
4.3 Payment PALADIN shall invoice CLIENT, and CLIENT shall pay such invoice within thirty (30)
days of invoice date and shall be deemed overdue if they remain unpaid thereafter. All overdue invoices are
subject to an interest charge of one and one -half percent (1.5 %) per month, or the maximum rate allowed
bylaw, whichever is lower. In addition to any other rights and remedies of PALADIN hereunder, if payment
is past due, PALADIN may, in its sole discretion, elect to suspend SMARTGov Community and any other
services provided by PALADIN to CLIENT under this Agreement or any other agreement between CLIENT
and PALADIN. CLIENT shall make all payments of Fees or expenses in United Slates dollars and directed
to:
Page 5 Initials — Paladin
Client
a o o SMART
Gov.
Community
Attention: Accounts Receivable
Paladin Data Systems Corporation
19362 Powder Hill Place NE
Poulsbo, WA 98370
Electronic Remittance should be made to:
SMARTGov Community® Subscrfpdon Agreement
Bank of America
Account # 485007023715
Account Name: Paladin Data Systems Corporation
ACH Routing Number # 323070380
Bank Address: 1000 6th Street, Bremerton, WA 98337
A contract or invoice reference number must accompany all payments.
4.4 Right to Modify Fees. PALADIN reserves the right to modify Fees for SMARTGov Community,
beginning year six, under this Agreement upon notice to CLIENT no less than sixty days prior to the
Annual Subscription renewal and before such Fee modification is to take place. Any increase in fees for
SMARTGov Community shall be limited to a maximum of 5% of the current annual subscription fees
paid by CLIENT.
4.5 Availability of Funds. The Client's performance and obligation to pay under this Agreement is
contingent upon an annual appropriation for its purpose by the City Commission. In the event the City
Commission fails to appropriate funds for the particular purpose of this Agreement during any year of
the term hereof, then this Agreement shall be terminated upon ten (10) days written notice and
PALADIN shall be compensated for the Services satisfactorily performed prior to the effective date of
termination.
5. RESPONSIBILITIES
5.1 CLIENT Responsibilities.
(a) CLIENT shall be solely responsible for the manner in which CLIENT and End -Users use
SMARTGov Community, including the requirements for End -Users set forth in Section 11 below. CLIENT
shall ensure that only authorized End -Users have access to any passwords provided by PALADIN for
use in connection with SMARTGov Community and shall not disclose such passwords to any other
individual. CLIENT acknowledges and agrees that it is solely responsible for strictly maintaining the
confidentiality and integrity of such passwords and CLIENT shall indemnify and hold harmless PALADIN
from and against any liability, damages or costs arising from CLIENT's failure to comply with this Section
5.1. CLIENT shall notify PALADIN immediately in writing if the security or integrity of a password has
been compromised.
(b) CLIENT agrees to (i) cooperate and consult with PALADIN in the delivery of SMARTGov
Community to CLIENT, and (ii) provide and maintain, in good and working order at all times, its own
Internet access and all necessary Recommended Equipment, telecommunications equipment, software
and other materials necessary for End -Users to access and use SMARTGov Community.
(c) CLIENT will have total responsibility for the quality of the CLIENT Data captured and
stored in SMARTGov Community. PALADIN will not be held responsible for the quality of the CLIENT
Data or any losses that may occur because of incorrectly managed CLIENT Data.
(d) CLIENT will not take any action that: (i) imposes or may impose, in PALADIN's sole
discretion, an unreasonable or disproportionately large load on SMARTGov Community infrastructure;
(ii) interferes or attempts to interfere with the proper working of SMARTGov Community or engage in any
activity that disrupts, diminishes the quality of, interferes with the performance of, or impairs the
functionality of SMARTGov Community; or (iii) circumvents, disables, or interferes or attempts to
circumvent, disable, or interfere with security - related features of SMARTGov Community or features that
prevent or restrict use, access to, or copying of any data or enforce limitations on use of SMARTGov
Page 6 Initials —Paladin Client
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Community or data.
(e) CLIENT will not use SMARTGov Community to track, store, or otherwise process or
memorialize any other governmental entity's data, with the sole exception of importing information
pertaining to the Licensed Jurisdiction from any source available to the Licensed Jurisdiction, even if that
source contains another governmental entity's data.
(f) CLIENT shall have sole responsibility for downloading and storing back -up files as long
as PALADIN makes such back -up files available for download in accordance with Section 5.2(c) below.
(g) At least three (3) business days before the Start Date, Client shall provide to PALADIN
the name and contact information of CLIENT's administrator, who will be responsible for issuing user
names and passwords for End -Users and Named Users. CLIENT may change such administrator by
providing written notice to PALADIN.
(h) CLIENT represents and warrants to PALADIN that it (i) has all requisite legal power and
authority to execute this Agreement and to carry out and perform its obligations hereunder, and (ii) is
and will remain in compliance with all applicable laws, regulations and rules of any government body or
other competent authority relating to its business or performance under this Agreement.
5.2 PALADIN Responsibilities.
(a) Subject to the terms and conditions provided herein, PALADIN shall use commercially
reasonable efforts to provide SMARTGov Community in material conformance with the Documentation.
CLIENT shall promptly notify PALADIN in writing if SMARTGov Community fails to materially conform to
the Documentation, and PALADIN's entire liability and CLIENTS exclusive remedy shall be for PALADIN
to use commercially reasonable efforts to provide SMARTGov Community in material conformance with
the Documentation.
(b) PALADIN shall issue a user name and password, and otherwise provide access to,
SMARTGov Community for CLIENT's administrator by the Start Date, provided that CLIENT furnishes
information in accordance with Section 5.1(g).
(c) Each month, by the Back -up Availability Date set forth on the Sales Order, PALADIN
shall make available for CLIENT a back -up file of CLIENT's Data for CLIENT to download for a period of
72 hours, after which PALADIN shall delete such file.
(d) PALADIN represents and warrants to CLIENT that it (i) has all requisite legal power and
authority to execute this Agreement and to carry out and perform its obligations hereunder, and (ii) is and
will remain in compliance with all applicable laws, regulations and rules of any government body or other
competent authority relating to its performance under this Agreement.
5.3 Scope. Services other than SMARTGov Community, such as training, implementation, consulting
services and other professional services are outside the scope of this Agreement but may be provided
pursuant to PALADIN's Professional Services Agreement if agreed upon in writing by the parties.
6. SUBSCRIPTION SERVICES
Subscription Services, standard upgrades, and scheduled maintenance shall be provided for SMARTGov
Community as set forth at http: / /smartgov. paladindata. com /smartgov /supportloverview.html, and shall be
conditioned upon compliance with this Agreement, including payment of annual Fees. Subscription
Services do not include, and PALADIN shall not be responsible or liable with respect to, any problems or
issues arising from (i) unauthorized or improper use of SMARTGov Community; (ti) modification, alteration
or configuration of SMARTGov Community by CLIENT or a Third Party that has not been authorized in
writing by PALADIN, (iii) hardware, software, technology or intellectual property which has not been
provided by PALADIN pursuant to this Agreement, (iv) telecommunications facilities; (v) any breach of this
Agreement by CLIENT, or any act or omission of any End -User which, if performed or omitted by Client,
would be a breach of this Agreement, and /or (vi) any act or omission of CLIENT or any End -User that
prevents, delays, disturbs or interferes with PALADIN's performance of its obligations under this
Agreement..
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7. TERM AND TERMINATION
7.1 Term. This Agreement shall commence on the Start Date and shall continue for the period
specified in the Sales Order (the 'Initial Term'), and shall be renewed for successive periods of equal
duration (each a 'Renewal Term') (the Initial Term and any Renewal Terms, collectively the 'Term')
unless either party provides sixty (60) days notice prior to the end of the Term of the party's election not
to renew the Agreement. Either party may terminate this Agreement as set forth in Sections 7.2, 7.3
and 7.4 below.
7.2 Stop in Service by PALADIN. After first full year of service and upon one hundred and twenty
(120) days written notice, PALADIN may terminate provision of SMARTGov Community as a PALADIN
offering. CLIENT DATA will be exported and returned to the CLIENT via digital media at PALADIN expense.
PALADIN shall return to CLIENT within thirty (30) days of the end of the Term, the prorated remainder of
the Fee based on the period remaining in the Term.
7.3 Termination for Cause. Either party may terminate this Agreement by giving to the other party
written notice of such termination upon any of the following events:
(a) the other party's material breach of the Agreement, provided that the other party has not
cured the breach within thirty (30) days after receipt of notice of the breach,
(b) the other party becomes subject to any bankruptcy or insolvency proceedings under
federal or state statute,
(c) the other party becomes insolvent or becomes subject to direct control by a trustee,
receiver or similar authority,
(d) the other party is liquidated, voluntarily or otherwise, or
(e) the other party terminates or suspends its business
In addition, PALADIN may terminate this Agreement if the CLIENT fails to make any payment due
hereunder within thirty (30) days after receiving written notice from PALADIN that such payment is
delinquent.
7.4 Immediate Termination. Notwithstanding Section 7.3 above, PALADIN may immediately
terminate this Agreement upon written notice to CLIENT if CLIENT violates the scope or any restriction
on its license under Section 2 or its obligations hereunder with respect to Confidential Information of
PALADIN.
7.5 Reinstatement. If CLIENT elects not to renew this Agreement but then later desires to reinstate
SMARTGov Community, PALADIN may, at its sole discretion, reinstate CLIENT's SMARTGov Community
if the CLIENT pays a reinstatement fee equal to 20% of the then - current year's Fee for SMARTGov
Community plus the upcoming year's Fee for SMARTGov Community.
7.6 Effect of Termination.
(a) Upon termination for any reason, all licenses granted hereunder shall automatically
terminate, and PALADIN may immediately disable and discontinue CLIENT's access to and use of
SMARTGov Community without notice to CLIENT. Upon termination of this Agreement for any reason,
CLIENT shall return to PALADIN all Documentation and all information and materials that it has acquired
pertaining to SMARTGov Community and any other Confidential Information of PALADIN.
(b) If the CLIENT decides to terminate their access to SMARTGov Community prior to the end
of the then - current Term, PALADIN will retain the balance of Fees paid for such Term.
(c) Within ten (10) business days of the termination date, PALADIN will export all CLIENT Data
then - stored in SMARTGov Community and ship the information to the CLIENT in a digital format.
7.7 Survival. All rights to payment and the provisions of Sections 3, 4, 5.1(a), 5.1(c), 7.6, and 8
through and including 13 of this Agreement (together with any other provisions that by their sense or
context are intended to survive termination) shall survive any expiration or termination of this Agreement.
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8. DISCLAIMER OF WARRANTIES
8.1 PALADIN's SMARTGov Community may be temporarily unavailable from time to time due to
required maintenance, telecommunications interruptions, or other disruptions. PALADIN may also make
improvements and /or changes in SMARTGov Community at any time without notice. PALADIN will not be
responsible for any damages that CLIENT may suffer arising out of use, or inability to use, SMARTGov
Community. PALADIN will not be liable for unauthorized access to or alteration, theft or destruction of
CLIENT's data files, programs, procedures or information through accident, fraudulent means or devices,
or any other method. It is hereby acknowledged that it is CLIENT's responsibility to validate for correctness
all output and reports and to protect CLIENT Data and programs from loss by routinely executing backup
procedures as described in 5.2(c). CLIENT hereby waives any damages occasioned by lost or corrupt data,
incorrect reports or incorrect data files resulting from a programming error, operator error, equipment or
software malfunction, or from the use of third -party software.
8.2 EXCEPT AS EXPRESSLY STATED HEREIN, SMARTGOV COMMUNITY ACTUAL PROPERTY
MATERIALS, INFORMATION AND OTHER ITEMS OR SERVICES PROVIDED BY PALADIN UNDER
THIS AGREEMENT ARE PROVIDED TO CLIENT AND END -USERS ON AN "AS IS" 'WHERE IS' BASIS
WITH NO WARRANTIES OF ANY KIND. PALADIN AND ITS LICENSORS AND SUPPLIERS DISCLAIM
ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, BY STATUTE OR OTHERWISE, INCLUDING,
WITHOUT LIMITATION, WARRANTIES OF NONINFRINGEMENT AND MERCHANTABILITY AND
FITNESS FOR A PARTICULAR PURPOSE. PALADIN DOES NOT WARRANT THAT THE SERVICES
WILL BE UNINTERRUPTED, ERROR -FREE OR WITHOUT DELAY AND SHALL NOT BE LIABLE FOR
ANY LOSS OF DATA
9. LIMITATION OF LIABILITY
9.1 LIABILITY. NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, THE
AGGREGATE LIABILITY OF PALADIN FOR DAMAGES ARISING OUT OF SMARTGov COMMUNITY
AND SUPPORT SERVICES OR OTHERWISE UNDER THIS AGREEMENT, INCLUDING BUT NOT
LIMITED TO MISTAKES, OMISSIONS, INTERRUPTIONS, DELAYS, TORTIOUS CONDUCT OR
ERRORS, OR OTHER DEFECTS, REPRESENTATIONS, USE OF SERVICES OR ARISING OUT OF THE
FAILURE TO FURNISH OR INABILITY TO USE SERVICES, WHETHER CAUSED BY ACTS OF
COMMISSION OR OMISSION, SHALL BE LIMITED TO THE AMOUNTS PAID BY CLIENT HEREUNDER
FOR THE TWELVE (12) MONTHS PRIOR TO THE EVENT GIVING RISE TO SUCH LIABILITY.
9.2 EXCLUSION. EXCEPT WITH RESPECT TO THE DAMAGES ARISING FROM A PARTY'S
BREACH OF THE LICENSE AND /OR LICENSE RESTRICTIONS, OR CONFIDENTIALITY
OBLIGATIONS OR INDEMNIFICATION OBLIGATIONS HEREUNDER, NEITHER PARTY SHALL BE
LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE
DAMAGES (INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOST PROFITS OR SURPLUSES OR
LOST REVENUES, BUSINESS INTERRUPTION AND LOSS OF BUSINESS INFORMATION),
WHETHER OR NOT CAUSED BY THE ACTS OR OMISSIONS OR NEGLIGENCE OF ITS EMPLOYEES
OR AGENTS, AND REGARDLESS OF WHETHER SUCH PARTY HAS BEEN INFORMED OF THE
POSSIBILITY OR LIKELIHOOD OF SUCH DAMAGES.
10. END -USERS
CLIENT acknowledges and agrees that each End -User shall use SMARTGov Community in accordance
with the terms and conditions set forth in the EULA.
11. CONFIDENTIAL INFORMATION
11.1 Disclosure and Use. The Confidential Information disclosed by either party (the 'Disclosing
Party') to the other (the 'Receiving Party') constitutes the confidential and proprietary information of the
Disclosing Party, and the Receiving Party agrees to maintain the confidentiality of the other's Confidential
Information. The Receiving Party will treat all Confidential Information of the other in the same manner as
it treats its own similar confidential or proprietary information, but in no case will the degree of care be less
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than reasonable care. The Receiving Party shall use Confidential Information of the Disclosing Party only
in performing under this Agreement and shall retain the Confidential Information in confidence and not
disclose Confidential Information to any Third Party (except as authorized under this Agreement) without
the Disclosing Party's express written consent. The Receiving Party shall disclose the Disclosing Party's
Confidential Information only to those employees and contractors of the Receiving Party who have a need
to know such information for the purposes of this Agreement, and such employees and contractors must
be bound by this Agreement or have entered into agreements with the Receiving Party containing
confidentiality provisions covering the Confidential Information with terms and conditions at least as restrictive
as those set forth herein. CLIENT agrees to promptly report to PALADIN any unauthorized use or disclosure
of PALADIN's SMARTGov Community or its Confidential Information.
11.2 Acknowledgement of Confidentiality. Both parties agree that SMARTGov Community,
Documentation, and the Fees set forth herein are Confidential Information of PALADIN. Both parties agree
that the CLIENT Data is Confidential Information of CLIENT. Any other specific information that is claimed
by CLIENT to be confidential must be clearly identified as such by Client, and PALADIN will maintain the
confidentiality of all such information marked confidential or proprietary as provided herein.
11.3 Exceptions. Notwithstanding the foregoing, each party's confidentiality obligations hereunder shall
not apply to information which:
(a) is already known to the Receiving Party prior to disclosure by the Disclosing Party without
restriction as to use or disclosure;
(b) becomes publicly available without fault of the Receiving Party;
(c) is rightfully obtained by the Receiving Party from a Third Party without restriction as to use
or disclosure, or is approved for release by written authorization of the Disclosing Party;
(d) is developed independently by the Receiving Party without use of or access to the
Disclosing Party's Confidential Information; or
(e) required to be disclosed by law, or compelled by court order or subpoena.
11.4 If the Receiving Party is required to disclose any Confidential Information of the other by law,
regulation or governmental authority, the Receiving Party will provide reasonable notice to Disclosing Party
of such required disclosure and reasonably cooperate with the Disclosing Party in preventing or limiting
such disclosure, or obtaining an appropriate protective order or other remedy. If a protective order or other
remedy is not obtained, then the Receiving Party may disclose such Confidential Information as necessary
for compliance with the applicable law, regulation or governmental authority. Notwithstanding such
disclosure, such information shall remain Confidential Information and subject to the requirements of this
Section 11.
11.5 Remedies. CLIENT acknowledges and agrees that any breach or threatened breach of this Section
11 or the license and restrictions set forth in Section 2 may cause PALADIN irreparable harm for which
monetary damages will be inadequate compensation. Accordingly, PALADIN shall be entitled, in addition
to any other remedies available at law or in equity, to immediate injunctive relief without requiring a cure
period and without the necessity of posting a bond. Nothing stated herein shall be construed to limit any
other remedies available to the parties.
12. GENERAL TERMS
12.1 Force Majeure. Except with respect to payment obligations, neither party shall be liable for any
failure of performance or equipment due to causes beyond such party's reasonable control, including but
not limited to: acts of God, fire, flood or other catastrophes; any law, order, regulation, direction, action, or
request of any governmental entity or agency, or any civil or military authority; national emergencies,
insurrections, riots, wars; unavailability of rights -of -way or materials; or strikes, lock -outs, work stoppages,
or other labor difficulties.
12.2 Basis of Bargain. PALADIN and CLIENT acknowledge that PALADIN has set its Fees and entered
into this Agreement in reliance upon the disclaimers of warranties and limitations of liability and damages
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as set forth in this Agreement, and that such provisions form an essential basis of the bargain between the
parties and do not cause this Agreement, or the remedies available hereunder, to fail of its or their essential
purpose.
12.3 Assignment; Binding Effect. This Agreement may not be transferred or assigned by either party
without the express written consent of the other, which will not be unreasonably withheld or delayed, except
that PALADIN may, without the consent of CLIENT, assign this Agreement in its entirety to a parent,
subsidiary or affiliate of PALADIN, or an acquirer of more than fifty percent (50 %) of PALADIN's outstanding
voting capital stock or to a purchaser of all or substantially all of PALADIN's assets. Any purported transfer
or assignment in contravention of this Section shall be null and void. This Agreement shall inure to the
benefit of and be binding upon the parties and their respective successors and permitted assigns.
12.4 Notices. Any notice hereunder shall be deemed properly given when delivered, if delivered in
person, or sent via facsimile (with confirmation of receipt), overnight courier, certified or registered mail
(postage prepaid) to CLIENT at the address listed on the first page of this Agreement or to PALADIN at:
Paladin Data Systems Corporation, 19362 Powder Hill PI NE, Poulsbo, WA 98370, Fax # (360) -779-
2600. Attention Chief Operations Officer. Each party must notify the other party of any changes to its
address in accordance with this Section.
12.5 Governing Law. This Agreement shall be governed and construed in accordance with applicable
federal law and the laws of the State of Florida, without regard to conflicts of laws principles. The parties
agree to the exclusive jurisdiction and venue of the Florida State courts serving Miami Dade County
Florida, and United States federal courts. CLIENT hereby waives all defenses of lack of personal
jurisdiction and forum non conveniens.
12.6 Amendment; No Waiver. Except as otherwise expressly provided herein, this Agreement may
not be amended or modified and the observance of any provision of this Agreement may not be waived
(either generally or any particular instance and either retroactively or prospectively) except with the written
consent of the parties. No failure by either party to enforce any rights hereunder shall constitute a waiver
of such right then or in the future or any other right or remedy hereunder.
12.7 Headings. Headings and captions are for convenience only and are not to be used in the
interpretation of the Agreement.
12.8 Prevailing Party. The prevailing party in any action to enforce this Agreement will be entitled to
recover its attorney's fees and costs in connection with such action.
12.9 Independent Contractors. The relationship of PALADIN and CLIENT established by this
Agreement is that of independent contractors and nothing in this Agreement shall be construed (i) to
give either party the power to direct or control the day to day activities of the other or (ii) to constitute
the parties as partners, franchisees, joint venture's, co- owners or otherwise as participants in a joint or
common undertaking. Further, nothing in this Agreement shall prevent PALADIN from licensing or
providing SMARTGov Community or similar services to any Third Party or from engaging in any
development of software or products similar in any manner to SMARTGov Community provided
hereunder.
12.10 Export Compliance. CLIENT shall comply with all applicable United States and foreign laws,
regulations, regulations, rules and requirements relating to license, delivery, import, export or re -export
of technology or content abroad, including without limitation, the requirements under the U.S. Export
Administration Act, regulations of the Bureau of Industry and Security or its successor, executive orders,
and other export controls of the United States.
12.11 Invoices. The terms, provisions or conditions of any purchase order or other business form or
written authorization used by CLIENT will have no effect on the rights, duties or obligations of the parties
under, or otherwise modify, this Agreement, regardless of any failure of PALADIN to object to those
terms, provisions or conditions.
12.12 Severability. If for any reason a court of competent jurisdiction finds any provision of this
Agreement, or portion thereof, to be unenforceable, that provision of the Agreement will 'beeeenforced to
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the maximum extent permissible so as to affect the economic intent of the parties, and the remainder of
this Agreement will continue in full force and effect.
12.13 Counterparts. This Agreement may be executed in any number of English language
counterparts or duplicate originals, and each such counterpart or duplicate original shall constitute an
original instrument, but all such separate counterparts or duplicate originals shall constitute one and
the same instrument.
12.14 Entire Agreement. This Agreement constitutes the entire Agreement of the parties concerning its
subject matter and supersedes any and all prior or contemporaneous, written or oral negotiations,
correspondence, understandings and agreements between the parties respecting the subject matter of
this Agreement.
Page 12 Initials — Paladin Client
S8
Exhibit A
SMARTGov Community® Service Level Agreement
This Service Level Agreement ('SLA ") for SMARTGov° Community Software as a Service (SaaS) is an
exhibit to the SaaS agreement by and between Paladin Data Systems Corporation ( "PALADIN ") and City
of Sunny Isles Beach, FL ( "CLIENT'), which the Parties have executed contemporaneously with this SLA.
This SLA is attached to and incorporated into the SMARTGov Community SaaS Agreement.
1. DEFINITIONS
As used in this SLA, the following terms shall have the following meanings:
1.1 "Access Protocols" will mean industry standard internet access protocols through which
PALADIN makes SMARTGov Community® accessible to the CLIENT, which includes, unless otherwise
specified, HTTP and HTTPS.
1.2 "Annual Subscription Service Fee" will mean the annual SMARTGov Community® Subscription
Services fee.
1.3 "Application Service" will mean the SMARTGov Community® software application being
delivered as a hosted service by PALADIN.
1.4 "Disaster" will mean a catastrophic event that is caused by acts beyond the reasonable control
of PALADIN and that results in significant or potentially significant downtime or disruption of the
production environment and requires PALADIN to invoke its Disaster Recovery plan. PALADIN has sole
and exclusive right to declare Disaster.
1.5 "Disaster Recovery" will mean PALADIN's process to restore System Availability in the event
that PALADIN declares a Disaster as defined above in 1.4.
1.6 "Non -Core System Functionality will mean functionality that does not require real time
availability for effective use of the System. This explicitly includes, but is not limited to, reporting and
background batch processing. Non -Core System Functionality availability is explicitly excluded from the
calculation of System Availability.
1.7 "Party or Parties" shall mean either PALADIN or CLIENT individually or collectively.
1.8 "Scheduled Downtime" will mean the total amount of time during any Service Year during which
the Application Service core features and functions are unavailable for the majority of CLIENT's users
according to the Access Protocols, due to planned system maintenance performed by PALADIN, as set
forth below. PALADIN will exercise reasonable efforts to perform scheduled system maintenance Friday
thru Sunday between the hours of S:OOPM Friday PST and 12:00 AM Sunday PST. PALADIN reserves
the right to change the scheduled downtime, provided that PALADIN makes reasonable effort to minimize
impact on CLIENT. If the CLIENT approves a production change affecting the Application Service and
core features outside of the scheduled system maintenance window indicated above, such maintenance
shall be considered as Scheduled Downtime.
1.9 "Service Year" will mean the preceding 365 days from the date of an SLA claim.
1.10 "System" will mean the Application Service.
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1.11 "System Accessibility" will mean the ability for end users to gain access to System features and
functionality. System Accessibility is not the same as System Availability. The System can be available
without being accessible due to CLIENT network or local system issues. System Accessibility is only
contemplated in the context of this document when accessibility limitations are due to the System being
unavailable.
1.12 "System Availability" will mean, with respect to any Service Year, the ratio obtained by
subtracting Unscheduled Downtime during such Service Year from the total time during such Service
Year (525,600 minutes), and thereafter dividing the difference so obtained by the total time during such
Service Year. If CLIENT has been using the Application Service for less than 365 days, Service Year is
still the preceding 365 days but any days prior to CLIENT use of the service vrill be deemed to have had
100% availability. Represented mathematically, System Availability for any particular Service Year is
determined as follows:
System Availability = (Total Service Year Time (525,600 minutes) - Unscheduled Downtime) I
Total Service Year Time (525,600 minutes).
NOTE: "Total Service Year Time" is deemed to include all minutes in the relevant Service Year
period as described above (525,600 minutes).
1.13 "System Uptime" will mean the total amount of time during any Service Year during which the
Application Service's core features and functions are available for CLIENT use according to the Access
Protocols.
1.14 "Unscheduled Downtime" will mean the total amount of time during any Service Year during
which the Application Service core features and functions are unavailable for CLIENT's access according
to Access Protocols, other than Scheduled Downtime, as defined above. See section 4.1 for details on
detection of "Unscheduled Downtime."
2. SYSTEM PERFORMANCE
2.1.1 System Availability: PALADIN will undertake commercially reasonable measures to make sure
System Availability equals or exceeds ninety-nine percent (99%) during each Service Year (the 'Service
Standard'), provided that any Unscheduled Downtime occurring as a result of circumstances beyond
PALADIN's reasonable control including, without limitation, (i) CLIENT's breach of any provision of this
Agreement; (ii) non - compliance by CLIENT with any provision of this Agreement; (iii) incompatibility of
CLIENT's equipment or software with the Application Service; (iv) poor or inadequate performance of
CLIENT's systems; (v) CLIENT's equipment failures; (vi) CLIENT's network and internet service provider,
(vii) public internal, (viii) security exposure, or (ix) force majeure (as contemplated in the Amendment),
shall not be considered toward any reduction in System Availability measurements. In the event of a
"Disaster," System Availability service levels defined herein do not apply.
3. SYSTEM SUPPORT
CLIENT may report Unscheduled Downtime by calling 866 - 367 -4572 or emailing
support@paladindata.com during PALADIN's normal business hours (Monday thru Friday, 5:00 am to
S:OOpm PST). PALADIN will exercise commercially reasonable efforts to respond to reports of
Unscheduled Downtime by telephone or email acknowledgement within thirty (30) minutes of such report.
The report will be assigned a case number for tracking purposes.
14
Initials — Paladin .9 Client,
4. MEASUREMENT AND REPORTS
4.1 System Monitoring and Measurement: PALADIN will provide for monitoring of System
Availability on an ongoing basis. All measurements of System Availability will be calculated on the Service
Year period during the Term. This monitoring will be performed through a combination of monitoring
services provided by PALADIN's hosting vendor, internal PALADIN tools, and an external web site URL
monitor that validates the availability of the CLIENT's application URL. These tools are intended to serve
as an initial alert to PALADIN that the system may be unavailable. PALADIN will then conduct a series of
tests to confirm System Availability.
• If one of the above alerting mechanisms reports that the System is unavailable and PALADIN
confirms the System to be unavailable, then Unscheduled Downtime will be calculated, in 5 minute
increments, as the time between when the initial notification or alert was received until PALADIN
confirms System Availability has been restored.
• If one of the above alerting mechanisms reports that the System is unavailable, but PALADIN's tests
and assessments confirms that the System is available, then Unscheduled Downtime will be
calculated as the time between when the initial notification or alert was received until PALADIN
confirms System Availability has been restored if PALADIN is unable to confirm that the System was,
in fact, available during period between the initial notification or alert and point at which PALADIN
confirmed that the System was available.
4.2 System Performance Reports: Upon CLIENT's request and at no cost to CLIENT, PALADIN will
provide standard System Availability reports to CLIENT on a quarterly basis setting forth measurements
of Unscheduled Downtime and a calculation of System Availability for the relevant preceding Service
Year period. CLIENT agrees that PALADIN's monitoring and measurement method and standard System
Availability reports are the sole and exclusive methods of measuring System Availability under this
Agreement. No other measure shall be accepted unless validated, and mutually agreed to in writing by
both parties before implementation. If CLIENT disagrees with any measurement or other information set
forth in any such report, it must so inform PALADIN in writing within ten (10) calendar days after receipt
thereof. Accuracy of any such report shall be deemed conclusive unless such notice is provided by
CLIENT. Any such notice must indicate specific measurements in dispute and must include a detailed
description of the nature of the dispute. PALADIN and CLIENT agree to attempt to settle any such
disputes regarding System Availability and/or related measurements in a timely manner by mutual good
faith discussions.
4.3 Credits for Unscheduled Downtime: In the event PALADIN fails to meet 99% System
Availability in any Service Year period, then CLIENT shall receive a credit of 5% of the Annual
Subscription Service Fee. CLIENT must claim credit in writing within thirty (30) days following PALADIN's
provision of the quarterly System Performance Report as set forth in Section 4.2. Credits properly claimed
by CLIENT will be applied to the next renewal period's Annual Subscription Service Fee and such fee will
be reduced by the amount of the credit. PALADIN's invoice for each renewal period shall reflect any credit
earned during the previous subscription period and the reduction to the Annual Subscription Service Fee
for the upcoming renewal period.
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Paladin Data Systems Corporation
19362 Powder Hill Place NE
Poulsbo, WA 98370.8720
Tel: 360 - 779 -2400 1 -800 -532 -8448
To : Sunny Isles Beach, City of, FL
18070 Collins Ave
Building Department
Sunny Isles Beach, FL 33160
Contact: Clay Parker
Work to Be
Page 1 of 4
Date: 28- MAR -2013
Quotation: 23143
Telephone:
305- 947.2150
Fax
305. 949.3113
Estimated By :
0412812013
Time and Materials work for SMARTGov Community® Fee Configuration, Configuration and Training,
Access Data Migration, and Travel' for Sunny Isles Beach, Florida.
'Travel and Expenses: Airfare will be billed according to actual rates; however, PALADIN will purchase
coach class tickets. Lodging will be billed according to the actual rates; however, PALADIN agrees to book
government rate lodging if available. Car rental will be billed according to actual rates; however, PALADIN
agrees to rent economy car if available. Meals and incidental expenses will be billed according to per diem
rates as contained in the GSA per diem rates.
The below costs are estimates and actuals will be billed to CLIENT.
iConfiguration and Training
120
160.00
$19,200.00
I Travel and Expenses
i
1
3,000.00
$3,000.00
Fee Configuration Service
70
160.00
$11,200.00
Access Database Migration - Business Licensing
60
160.00
$9,600.00
Total estimated cost: $43,000.00
Please sign on the acceptance line below to authorize work.
Thank you.
This "Statement of Work" (SOW) is a cost estimate based on time and materials work.
This SOW is valid for 30 calendar days from the issue date.
The Paladin "Professional Services Agreement' (PSA) is incorporated as part of this statement of work.
Billing occurs monthly. Terms are Net 30. Late payments are subject to a 1.5% finance charge.
Jib Trod= 7,._. Paiadio
SIB
Paladin Data Systems Corporation
19362 Powder Hill Place NE
Poulsbo, WA 98370 -8720
Tel: 360.779 -2400 1- 800. 532.8448
Page 2 of 4
Date: 21 -MAR -2013
Quotation: 23143
Job Tracks• By Paladin SIB
Pag 3 of 4
Professional Services Agreement between Paladin Data Systems Corporation and Sunny Isles Beach, City of, FL
1. Services
Paladin Data Systems Corporation will provide to Client the Service specified on a standard Paladin Work Order, Paladin Proposal or
Client Purchase Order, under the terms of this Agreement. Each Work Order, Proposal or Purchase Order shall specify the Services
• and applicable fees, and win be governed by the terms of this Agreement. To the extent that the terms and conditions of any Paladin
Work Order, Proposal (or any customer purchase order) entered into between the parties conflict with or are inconsistent with the
terms and conditions of the Agreement, the terms and conditions of this Agreement shall control.
1. Fees for Services and Termination
Unless otherwise specified in the applicable Work Order, Proposal or Purchase Order, Services shall be provided to Client on a time
and material basis (T &M7. Rates must be specified on the attached Rate Structure or on a standard Work Order or Proposal. If a
dollar limit is stated in the applicable Work Order, Proposal or Purchase Order, the limit shall be deemed an estimate for Client's
f budgeting and Paladins resource scheduling purposes; after the limit is expended, Paladin will continue to provide the Services on a T
& M basis if a Work Order Proposal or Purchase Order for continuation of the Services is signed by the parties. Unless otherwise
stated in a Work Order or Proposal, any T & M Work Order or Proposal may be terminated by providing to Paladin 14 days written
notice of such termination.
3. Incidental Expenses
Unless otherwise stated in the Work Order, Client shall reimburse Paladin for reasonable travel, communications, and out-of- pocket
expenses incurred in conjunction with the services.
4. Invoicing and Payment
Paladin shall invoice Client monthly, unless otherwise expressly specified in a Work Order or Purchase Order. Charges shall be
payable within 30 days of invoice date and shall be deemed overdue if they remain unpaid thereafter. All overdue invoices are subject
to an interest charge of 1.5 % per month.
5. Taxes
The charges do not include taxes. If Paladin is required to pay any federal, state, or local taxes based on the Services provided under
this Agreement, the taxes shall be billed and paid by Client, this shall not apply to taxes based on Paladin income.
6. Term
This agreement shall commence on its Effective Date. Either party may terminate this Agmement at anytime by providing the other
party with at least 14 days written notice. Any Work Order outstanding at the time of termination shall continue to be covered by this
Agreement as if it had not been terminated.
7. Warranty
Paladin warrants that the Services will be performed consistent with generally accepted industry standards.
8. Limitations on Warranty
CLIENT MUST REPORT ANY DEFICIENCIES IN THE SERVICES TO PALADIN IN WRITING WITHIN THIRTY (30) DAYS OF
COMPLETION OF THE SERVICES IN ORDER TO RECEIVE WARRANTY REMEDIES. THE WARRANTY HEREIN IS EXCLUSIVE
AND IN LIEU OF ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AS SET FORTH IN PARAGRAPH 9 OF THIS AGREEMENT.
9. Exclusive Remedy
For any breach of the above warranty, Client's exclusive remedy, and Paladins entire liability, shall be the reperformance of the
Services. If Paladin is unable to reperform the Services as warranted, Client shall be entitled to recover the fees paid to Paladin for the
deficient services. IN NO EVENT SHALL PALADIN BE LIABLE FOR ANY CONSEQUENTIAL OR INCIDENTAL DAMAGES ARISING
FROM ANY SERVICES PROVIDED HEREUNDER, INCLUDING BUT NOT LIMITED TO CLAIMS FOR LOST PROFITS OR OTHER
ECONOMIC DAMAGES.
10. Relationship between the Parties
Paladin is an independent contractor, nothing in this Agreement shall be construed to create a partnership, joint venture, or agency
relationship between the parties. Each party will be solely responsible for payment of all compensation owed to its employees, as well
as employment related taxes. Each party will maintain appropriate worker's compensation for its employees, as well as employment
related taxes. Each party will maintain appropriate workers compensation for its employees as well as general liability insurance.
11. Authority to Enter Into Agreement
Each party to this Agreement has the authority to enter into and form this Agreement. The individuals signing the Agreement have the
authority to act as agents of their respective organizations. Each party acknowledges that they have read this Agreement and will
abide by it.
SIB
Pag 4 of 4
12. Force Majeure
Neither party will be considered to be in default of this Agreement as a result of events beyond their reasonable control. For purposes
or this Agreement, such acts shall include, but are not limited to, acts of God, catastrophe, or other 'force majeure' events beyond the
parties'reasonable control.
13. Assignment of Contract
The Client may not assign the Agreement or its responsibility for payments to any organization, without written approval by Paladin.
Paladin may not assign its responsibilities for performance under the Agreement to any organization without written approval of the
Client.
14. Hold Harmless Indemnify
Client asserts it possesses all the rights and interests in the licensed software necessary to enter into this agreement, and shall
indemnify and hold Paladin, its agents and employees harmless from any loss, damage or liability for infringement of any United States
patent fight or copyright with respect to the use of the licensed software; provided that Client is notified in writing within ten calendar
days of suitor claim against Paladin, that Paladin permits Client to defend, compromise or settle said claim of intringement and give
Client all available information, assistance and Pthority to enable Client to do so, provided Paladin fully observes all the terms and
conditions of this Agreement.
15. Confidentiality and Mon-Disclosure
Except as legally required, the parties agree that neither party shall directly or indirectly disclose or use any Confidential Information
without prior written permission from the other parry.
'Confidential Information' means any type of confidential or proprietary information or material disclosed to or known by the recipient of
such information ('Reclpient7 as a consequence of or through its relationship with the party disclosing such information, and consisting
of information conceived, originated, discovered, or developed in whole or in part by Recipient, which is not part of the public domain or
otherwise generally available to the Recipient from independent sources, including but not limited to information which relates to
research, developmenl, trade secrets, know -how, inventions, technical data, hardware, software, source codes, object codes,
manufacture, purchasing, accounting, engineering, marketing, merchandising and selling, business labs or strategies, and information
entrusted by third parties to the party disclosing such information.
16. Nonsolicitation of Employees
During the period that this Agreement is in effect and for a period of six (6) months after termination or expiration thereof, each party
agrees not to solicit for employment any technical or professional employees of the other party assigned to work on the Project without
the prior written approval of the other party.
17. Insurance and Risk of Loss
The Client bears all responsibility for damages to their equipment and facilities.
18. Possession of Software, Software Enhancements and Documentation
Paladin shall be entilied to exclusive possession of all software, enhancements to Client's software, documentation relating to such
software and enhancements and other intellectual property developed pursuant to this Agreement until all funds due from client are paid
in full. Paladin's exclusive right to possession shall continue until full payment is received regardless of ownership rights in the software
Client expressly agrees to Paladin's possessory lien on all software, software enhancements, documentation, and intellectual property
developed by Paladin.
19. Survival of Rights
The rights and responsibilities of sections 14, 15 and 16 shall survive the termination of this Agreement.
20. Severability
All provisions of this Agreement are severable and no provision hereof shall be affected by the invalidity of any other such provision.
21. Governing Law; Attorney's Fees; Venue
This Agreement shall be governed by and construed in accordance with the laws of the state of Washington. In the event of a dispute
over this Agreement, the prevailing party shall racovar its reasonable attornays' faes and costs from the breaching party. Venue shall
be in Kitsap County, Washington.
22. Entire Agreement
This agreement constitutes the complete agreement between the parties and supersedes all previous and contemporaneous
agreements, proposals, or representations, written or oral, concerning the subject matter of this Agreement. Neither this Agreement nor
a Work Order or Purchase Order maybe modified or amended except in writing signed by a duly authorized representative of each
party. no other act, document, usage, or custom shall be deemed to amend or modify this Agreement, a Work Order, or Purchase
Order. It is expressly agreed that any terms and conditions of Client's purchase order shall be superseded by the terms and conditions
of this Agreement and the applicable Work Order.
SIB
City of Sunny Isles Beach
18070 Collins Avenue
Sunny Isles Beach, Florida 33160
(305) 947 -0606 City Hall
(305) 949-3113 Fax
MEMORANDUM
TO: The Honorable Mayor and City Commission
VIA: Christopher J. Russo, City Manager
FROM: Derrick L. Arias, Chief Information Officer
DATE: 4/18/2013
RE: Authorization to enter into an agreement with Paladin Data
Systems to provide a permitting and licensing system,
including installation, configuration, migration of existing
data, training, and support.
RECOMMENDATION:
It is recommended that the City Commission approve this Resolution authorizing
the City Manager to enter into an agreement with Paladin Data Systems to
provide Permitting and Licensing software services, implementation services,
and training.
REASONS:
In 2007, the City implemented PTWin32, the current permitting and licensing
system used by our Building and Community Development departments. The
manufacturer Of that system has since dissolved, leaving the City with no
manufacturer support. Additionally, it is based on legacy technology (Paradox
database), for which it has become extremely difficult to obtain support. The
--- proposed system from-Paladin Data Systems (SmartGov) will provide enhanced
functionality, as well as an integrated solution that will also incorporate the
Zoning application process (currently paper based), as well as Local Business
Tax Receipts and Certificates of Use which are currently handled by separate
applications (custom databases based on Microsoft Access).
The first year costs include one -time costs of $53,500 and first year subscription
of $15,936 for a total of $69,436. Annual reoccurring subscription costs are
Aeenda Item No. IOK
Date 4110013
254
$23,836. However, years 1 and 2 are discounted to $15,936.
FUNDING SOURCE:
Funding was bugeted and is available under the Building Department Budget,
14- 514 -5643. Costs will be allocated to 14- 514 -5317, 14- 514 -5313, 10- 559 -5317,
and 10- 559 -5313, and funds will be re- allocated accordingly.
ATTACHMENTS:
• Resolution
• Quote
Agenda Item No. IOK
Daze 4/18/2013
255