07-188 Permit Application Software

SCHEDULE B SERVICE LEVEL AGREEMENT Getting Started City View Standard Support Service Level Agreement July 3, 2008 Your Support Team wee enn enn en nn nn en en ee eee eee eee David Arrowsmith, Manager, Customer Support Dave Arrowsmith joined Municipal Software in December 2006 as the Manager, Customer Support. Dave and his team handle all CityView related support issues and project deployment. Dave brings significant support-related experience to Municipal Software from his work with both private and public sector industry organizations. Prior to joining Municipal, Dave ran the Support department for a top 100 online retailer and established a fraud prevention team and technical writing group. Dave also established his own successful GIS consulting business, worked for a variety of high tech firms and the Canadian military in the Geomatics division. Contact: DArrowsmith @MunicipalSoftware.com; 1.800.665.5647 ext. 244 John Edwards, Senior Support Engineer John brings 10 years of

experience in IT, a Computer Engineering Technologist designation and an MCSE designation to his position at Municipal Software. With 5 years of experience supporting CityView he has seen the evolution from its 7.x JET only days to todays smart client technology. Contact: JEdwards @MunicipalSoftware.com; 1.800.665.5647 ext. 233 as George Payer, Support Engineer George has been part of the Municipal Software support team since 2005. Prior to joining the Company he worked for companies like Compaq and HP. His last position dealt with law enforcement arrest and booking software as well as database integration applications. He has also worked as a Network Administrator for a Northern Alberta Oil Refinery. Contact: GPayer @ MunicipalSottware.com; 1.800.665.5647 ext. 257 Page 26 Jones Emery Hargreaves Swan shail, upon receiving such a certificate from Municipal Software Corporation, notify each of the declarants mentioned in (2) above, by mail of such receipt. It is understood that the duties of Jones Emery Hargreaves Swan, as escrow holder are limited to those expressly set forth herein and, in addition to the carrying out of escrow instructions, are limited to taking reasonable care of the subject matter of this agreement. Jones Emery Hargreaves Swan make no representations or guarantee as to the esctow materials and shail not be obligated to inquire into the accuracy or completeness of the escrow materials or any declaration made hereunder. In the event that proceedings in a court of law arise in relation to the subject matter of this Escrow Agreement, Jones Emery Hargreaves Swan shall not be obligated to defend or enter an appearance and shall only be obligated to participate after the Declarant and Municipal Software Corporation have placed sufficient security for Jones Emery Hargreaves Swans costs of such proceedings. This agreement shall terminate ten (10) years from the date hereof, unless renewed by mutual written agreement. Jones Emery Hargreaves Swan may resign as escrow agent hereunder upon another party accepting the duties and obligations of escrow agent or upon providing the Declarant and Municipal Software Corporation with sixty (60) days advance written notice. DATED at the City of Victoria, in the Province of British Columbia, this 3 day of Te ul | 2008, MUNICIPAL SOFTWARE CORPORATION Dennis Asbury, CEO Page 28 Exhibit C GENERAL CONDITIONS GOVERNING RESPONSES AND SUBSEQUENT CONTRACTS City of Lee's Summit, MO SCOPE: The following terms and conditions, unless otherwise modified by the City of Lee's Summit within this document, shall govern the submission of proposals and subsequent contracts. The City of Lee's Summit reserves the right to reject any proposal that takes exception to these conditions. DEFINITIONS AS USED HEREIN: (a) The term "request for proposal" means a solicitation of a formal, sealed proposal. (b) The term respondent means the person, firm or corporation who submits a formal sealed proposal. (c) The term "City" means City of Lee's Summit, MO. (d) The term "City Council means the governing body of the City of Lee's Summit, MO. The term Board means the governing body of the City of Lees Summit Parks and Recreation Board. The term Board Administrator means the Parks and Recreation Boards department administrator. (e) The term "contractor" means the respondent awarded a contract under this proposal. COMPLETING PROPOSAL: All information must be legible. Any and all corrections and/or erasures must be initialed. Each proposal must be signed in ink by an authorized representative of the respondent and required information must be provided. The contents of the proposal submitted by the successful respondent of this RFP will become a part of any contract award as a result of this solicitation, REQUEST FOR INFORMATION: Any requests for clarification of additional information deemed necessary by any respondent to present a proper proposal shall be submitted in writing to the Purchasing Office, 220 S.E. Green Street, Lee's Summit, MO 64063, referencing this RFP number, a minimum of five (5) calendar days prior to the proposal submission date. Any request received after the above stated deadline will not be considered. All requests received prior to the above stated deadline will be responded to in writing by the City in the form of an addendum addressed to all prospective respondents. wa CONFIDENTIALITY OF PROPOSAL INFORMATION: Each proposal must be submitted in or under cover of a sealed envelope to provide confidentiality of the information enclosed. The envelope should be sealed and clearly marked with RFP number and the name of the project. All proposals and supporting documents will remain confidential until a final contract has been executed. Information that discloses proprietary or financial information submitted in response to qualification statements will not become public information. This is in accordance with the Missouri Sunshine Law. SUBMISSION OF PROPOSAL: Proposals are to be sealed and submitted to the Purchasing Office, 220 S.E. Green Street, Lee's Summit, MO 64063, prior to the date and time indicated on the cover sheet. At such time, all proposals received will be formally opened. The opening will consist of only the name and address recording of respondents. ADDENDA: All changes, additions and/or clarifications in connection with this proposal will be issued by the Purchasing office in the form of a written addendum, Submit EQUAL number of signed addendum with the number of proposals required. Verbal responses and/or representations shail not be binding on the City. LATE PROPOSALS AND MODIFICATION OR WITHDRAWALS: Proposals received after the date and time indicated on the cover sheet shail not be considered. Proposals may be withdrawn or modified in writing prior te the proposal submission deadline. Proposals that are resubmitted or modified must be sealed and submitted to the Purchasing Office prior to the proposal submission deadline. Each respondent may submit only one (1) response to this proposal. BONDS: When a Bond is required it shall be executed with the proper sureties, through a company licensed to operate in the State of Missouri, and hold a current Certificate of Authority as an acceptable surety under 31 CFR Part 223 (and be listed on the current U.S. Department of the Treasury Circular 570 and have at least A Best's rating and a FPR9 or better financial performance rating per the current A.M. Best Company ratings.) 10. NEGOTIATION: The City reserves the right to negotiate any and all elements of this proposal. ut TERMINATION: Subject to the provisions below, any contract derived from this Request For Proposal may be terminated by either party upon thirty (30) days advance written notice to the other party; but if any work or service hereunder is in progress, but not completed as of the date of termination, then said contract may be extended upon written approval of the City until said work or services are completed and accepted. (a) TERMINATION FOR CONVENIENCE: In the event that the contract is terminated or cancelled upon request and for the convenience of the City, without the required thirty (30) days advance written notice, then the City shall negotiate reasonable termination costs, if applicable. (b) TERMINATION FOR CAUSE: Termination by the City for cause, default or negligence on the part of the contractor shall be excluded from the foregoing provision; termination costs, if any, shall not apply. The thirty (30) days advance notice requirement is waived in the event of Termination for Cause. (c) TERMINATION DUE TO UNAVAILABILITY OF FUNDS IN SUCCEEDING FISCAL YEARS: When funds are not appropriated or otherwise made available to support continuation of performance in a subsequent fiscal year, the contract shall be cancelled and the contractor shail be reimbursed for the reasonable value of any nonrecurring costs incurred but not amortized in the price of the supplies or services delivered under the contract. 12. TAX EXEMPT: The City and its Agencies are exempt from State and local sales taxes. Sites of all transactions derived from this proposal shall be deemed to have been accomplished within the State of Missouri. 13. SAFETY: All practices, materials, supplies, and equipment shall comply with the Federal Occupational Safety and Health Act, as well as any pertinent Federal, State and/or local safety or environmental codes, Page 29 14. RIGHTS RESERVED: The City reserves the right to reject any or all proposals, to waive any minor informality or irregularity in any proposal, and to make award to the response deemed to be most advantageous to the City. 15. RESPONDENT PROHIBITED: Respondents are prohibited from assigning, transferring, conveying, subletting, or otherwise disposing of this proposal or any resultant agreement or its rights, title, or interest therein or its power to execute such agreement to any other person, company or corporation without the previous written approval of the City. 16. DISCLAIMER OF LIABILITY: The City, or any of its agencies, will not hold harmless or indemnify any respondent for any liability whatsoever. 17. INDEMNITY AND HOLD HARMLESS: Service Provider agrees to indemnify, release, defend, and forever hold harmless the City, its officers, agents, employees, and elected officials, each in their official and individual capacities, from and against all claims, demands, damages, foss or liabilities, including costs, expenses, and attomeys fees incurred in the defense of such claims, demands, damages, losses or liabilities, or incurred in the establishment of the right to indemnity hereunder, caused in whole or in part by Service Provider, his sub-contractors, employees or agents, and arising out of services performed by Service Provider, his subcontractors, employees or agents under this contract. 18 LAW GOVERNING: All contractual agreements shall be subject to, governed by, and construed according to the laws of the State of Missouri. Any dispute regarding this contractual agreement shall be decided by a Missouri Court. 19. COMPLIANCE WITH APPLICABLE LAW: Contractor shall comply with all federal, state or local laws, ordinances, rules, regulations and administrative orders, including but not limited to Wage, Labor, Unauthorized Aliens, EEO and OSHA-type requirements which are applicable to Contractors performance under this contract. Contractor shall indemnify and hold the City harmless on account of any violations thereof relating to Contractors performance under this contract, including imposition of fines and penalties which result from the violation of such laws. 20. ANTLDISCRIMINATION CLAUSE: No respondent on this request shal! in any way, directly or indirectly discriminate against any person because of age, race, color, handicap, sex, national origin, or religious creed. 21 DOMESTIC PRODUCTS: The City of Lees Summit has adopted a formal written policy to encourage the purchase of products manufactured or produced in the United States (City of Lees Summit Resolution No. 87-18, MO. State Statute No. 34.353, Section 3, (5). 23. CONFLICTS: No salaried officer or employee of the City and no member of the City Council shall have a financial interest, direct or indirect, in this contract. A violation of this provision renders the contract void. Federal conflict of interest regulations and applicable provisions of Sections 105.450 105.496 shall not be violated. Contractor covenants that it presently has no interest and shall not acquire any interest, direct or indirect, which would conflict in any manner or degree with the performance of services to be performed under this contract. The Contractor further covenants that in the performance of this contract no person having such interest shall be employed. 24, DEBARMENT: By submission of its response, the Contractor certifies that neither it nor its principals is presently debarred or suspended. by any Federal Department or agency, including listing in the U.S. General Services Administrations List of Parties Excluded from Federal Procurement or Non-Procurement programs; or if the amount of this response is equal to in excess of $100,000, that neither it nor its principals nor its subcontractors receiving sub-awards equal to or in excess of $100,000 is presently disbarred, suspended, proposed for debarment, declared ineligible or voluntarily exckuded from participation in this transaction by an Federal Department , agency or prevision of law. If the Contractor is unable to certify any of the statements in this certification, the responder must attach an explanation to its response. 24, FUND ALLOCATION: Continuance of any resulting Agreement, Contract, or issuance of Purchase Orders is contingent upon the available funding and allocation of City funds. The Contractor understands that the obligation of the City to pay for goods and/or services under the contract is limited to payment from available revenues and shall constitute a current expense of the City and shall not in any way be construed to be a debt of the City in contravention of any applicable constitutional or statutory limitations or requirements concerning the creation of indebtedness by the City nor shail anything contained in the contract constitute a pledge of the general tax revenues, funds or moneys of the City, and all provisions of the contract shall be construed so as to give effect to such intent. Para 17 Revised by Legal 1-4-96, Para 21 Revised by Legal 10-31-03. Para 20 Added by Legal 8/02 Para 18 Revised by Legal 4-12-07 Para 17 Revised by Legal 9-14-06, Para 19 Added by Legal 3-12-07, Para 24 Added per Legal 4-12-07 Pave 3 EXHIBIT D ADDENDUM u , 2008, to the Service Agreement for This Addendum is made this 3 day of Permit Services Software RFP No. 07-188, by and between e@ City of Lees Summit, Missouri, a Municipal Corporation of the State of Missouri, hereinafter referred to as City and Municipal Software Corporation, a British Columbia incorporated company, hereinafter referred to as Service Provider. WHEREAS, the parties entered into the Service Agreement whereby the Service Provider is to provide professional services to City regarding the implementation and licensing of certain software hereinafter referred to as the City View Product Line; and WHEREAS, Service Provider has informed the City that ownership of Service Provider and/or its assets is changing; and WHEREAS, to provide assurance to the City regarding the services which will be available now and in the future, the parties wish to clarify and supplement the Service Agreement. NOW, THEREFORE, the City and Service Provider agree as follows: 4 Service Provider agrees that it will provide maintenance and support services for the City View Product Line, for not less than five (5) years following the Go Live date as that term is used in the Service Agreement; and that maintenance and support services provided to the City will not be materially different from those described in the attachments to the Service Agreement. 2 If the City View Product Line is discontinued and/or Service Provider makes available a new or replacement product/software which is similar in functionality, then City shall have the option to utilize such new or replacement product/software. This option may be exercised by providing written notice to Service Provider. If City exercises this option, Service Provider will make available to City at no additional cost the server and client software licenses for the new or replacement product/software in a quantity and/or function equivalent to the server and software licenses currently being used by the City with the exception that any third party software products or licenses required will be purchased by the City. In addition, for a period of five (5) years following the Go Live date, Service Provider will furnish and provide any and ail professional services necessary for migration of the City to the replacement product/software at its cost which is estimated to be approximately fifty percent (50%) of Service Provider's standard rate for such services. Upgrades or updates to the City View Product Line shall not be considered as new or replacement product/software for the purposes of this paragraph. 3 This Addendum shail be binding on Service Provider and its successors or assigns. 4 Except as amended herein the Service Agreement shall remain unchanged and in full force and effect. IN WITNESS WHEREOF, the parties have executed this Addendum the day and year first above written. City of Lees Summit terim City Manager LSLESE Date Approved as to form Pase 31 Assi nt City Attorn Municipal Software Corporation Me Title Mt 3. 24 Date Pace 32.