Loading...
HomeMy Public PortalAbout2017 RedMark Agreement.pdfAGREEMENT BETWEEN THE VILLAGE OF KEY BISCAYNE, FLORIDA AND REDMARK TECHNOLOGIES, LLC FOR SOFTWARE LICENSE, TECHNOLOGY CONSULTING AND PROFESSIONAL SERVICES This Agreement for Software License, Technology Consulting and Professional Services (this "Agreement").is made and entered into as of this$b"day of U-1 , 2017 (the "Effective Date"), by and between the VILLAGE OF KEY BISCAYNE, FLORIDA, a Florida municipal corporation ("Village"), whose principal address is 88 West McIntyre Street, Key Biscayne, Florida 33149, and REDMARK TECHNOLOGIES, LLC, a Florida Limited Liability company (the "Consultant"), whose principal address is 2385 N.W. Executive Center Drive, Suite 100, Boca Raton, Florida 33431. WITNESSETH: WHEREAS, Village and Consultant are desirous of entering into an Agreement for software licensing, and technology consulting and professional services for the licensing, implementation, training, maintenance and support of the "Accela Civic Platform with Accela Citizen Access, Accela GIS and Accela Mobile Office" Software/System for the Village's Building, Zoning, Planning & Public Works Department, including the Code Enforcement division (hereinafter collectively, the "Accela Program"); and WHEREAS, the Village currently utilizes an Accela software system in connection with its Building, Zoning, Planning and Public Works Department, and wishes to upgrade and expand its software system in the manner provided for in this Agreement; and WHEREAS, the Order Form attached hereto as Exhibit "A" provides for the pricing, terms and conditions for licensing by the Village of the Accela Program licenses for the initial annual teen: and WHEREAS, the Statement of Work dated April 18, 2017 (Version 1.6) ("SOW"), attached hereto as Exhibit "B", details the technology consulting and professional scope of services to be provided by Consultant for the implementation phase of the Accela Program, with major milestones and deliverables, and maintenance, training and support services during each #65290-v1 Page 1 of 21 phase (hereinafter the "Implementation Services" and as more particularly described in Section 4 herein); and WHEREAS, Consultant is an authorized reseller of the Accela Program and software and a local Florida implementation partner authorized to license the Accela Program and software in the Small Medium Government (SMG) market applicable to the Village, and has full power and authority to license and implement the Accela Program and software and provide the consulting and professional services for implementation, maintenance and support services on behalf of Accela; and WHEREAS, the Consultant and Village, through mutual negotiation, have agreed upon a payment schedule per task or deliverable of the Implementation Services ("Payment Schedule"), which Payment Schedule is included in the Statement of Work attached hereto as Exhibit "B"; and WHEREAS, subsequent to the implementation phase of the Services, Consultant will provide ongoing maintenance and support services to the Village in connection with the Accela Program, in accordance with this Agreement and the Accela Subscription Terms and Conditions attached hereto as Exhibit "C" ("Support Services"); and WHEREAS, the Village desires to engage the Consultant to perform the Implementation Services and Support Services (hereinafter collectively referred to as the `Services") and provide the deliverables as specified herein, in accordance with the terms and conditions of this Agreement. NOW, THEREFORE, IN CONSIDERATION OF THE MUTUAL COVENANTS AND CONDITIONS HEREIN EXPRESSED AND THE FAITHFUL PERFORMANCE OF ALL SUCH COVENANTS AND CONDITIONS, THE PARTIES AGREE AS FOLLOWS: 1. Recitals Adopted; Conflicts. 1.1 Recitals Adopted. The foregoing recitals are hereby adopted, confirmed, and incorporated herein. 1.2 Contract Documents; Conflicts. The contract documents, which comprise the entire agreement between the Village and the Consultant concerning the Services consist of: (a) this Agreement (including any change orders and amendments thereto), (b) the Order Form attached hereto as Exhibit "A" for the licensing of the Accela Program licenses for the initial annual term; (c) the Statement of Work attached hereto as Exhibit "B"; (c) the Accela Subscription Terms and Conditions attached hereto as Exhibit "C"; (d) Insurance Certificates; and (e) the Notice to Proceed, all of which are deemed incorporated into and made a part of this Agreement by this reference and govern the Services. In the event of any conflict or inconsistency between the contract documents and/or any term or provision of any exhibit attached hereto or incorporated into this Agreement, the terms and conditions of this Agreement shall prevail and govern. #65290-v1 Page 2 of 21 2. Term. 2.1 Implementation Services. The term of this Agreement for Implementation Services shall commence and become effective upon the issuance of a "Notice to Proceed" by the Village Manager for the Implementation Services, and shall remain in force and effect for an eleven (11) month term or sooner upon the final completion of the Implementation Services in accordance with the SOW attached hereto as Exhibit "B." If additional services, modules or products are required or requested by the Village, the Village Manager may extend the term of the Implementation Services or SOW for an additional one (1) year period, and such extension shall be evidenced by a Change Order to the SOW and this Agreement, in form and manner as provided for in Section 4.5 of this Agreement. 2.2 Support Services. The term of the Support Services shall commence and become effective upon the date of commencement of the Subscribed Services as set forth in the Accela Subscription Terms and Conditions attached hereto as Exhibit "C" and shall continue in effect for any and all renewal subscription terms, unless sooner terminated. 2.3 Time is of the Essence. Consultant agrees that time is of the essence and Consultant shall complete the Services within the timeframes set forth in the SOW attached hereto as Exhibit "B", the Accela Subscription Terms and Conditions attached hereto as Exhibit "C", and in the manner provided in this Agreement, unless extended by the Village Manager. 3. Termination. 3.1 This Agreement may be terminated for cause by action of the Village Manager if Consultant is in breach and has not corrected the breach within thirty (30) days after written notice from Village identifying the breach, or for convenience by action of the Village Manager, upon not less than thirty (30) days' written notice by the Village Manager. This Agreement may also be terminated by the Village Manager upon such notice as the Village Manager deems appropriate under the circumstances in the event that the Village Manager determines that termination is necessary to protect the public health, safety, or welfare. 3.2 This Agreement may be terminated for cause by Consultant if the Village is in material breach and has not corrected the breach within sixty (60) days after written notice from Consultant identifying the breach and the corrective action required. 3.3 Termination of this Agreement for cause shall include, but not be limited to, failure to suitably perform the Services, failure to continuously perform the Services in a manner calculated to meet or accomplish the objectives of the Village and the Deliverables as set forth in the SOW and this Agreement, or multiple breaches of the provisions of this Agreement notwithstanding whether any such breach was previously waived or cured. #65290-v1 Page 3 of 21 3.4 Notice of termination shall be provided in accordance with the "NOTICES" section of this Agreement except that notice of termination by the Village Manager which the Village Manager deems necessary to protect the public health, safety or welfare may be verbal notice which shall be promptly confirmed in writing in accordance with the "NOTICES" section of this Agreement. 3.5 In the event this Agreement is terminated for convenience, upon being notified of the Village's election to terminate, Consultant shall refrain from performing further Services or incurring additional expenses under the terms of this Agreement. Consultant acknowledges and agrees that Ten Dollars ($10.00) of the compensation to be paid by the Village, the adequacy of which is hereby acknowledged by Consultant, is given as specific consideration to Consultant for the Village's right to terminate this Agreement for convenience. 3.6 In the event this Agreement is terminated, any compensation payable by the Village shall be withheld until all documents and records are provided to the Village pursuant to this Agreement. In no event shall the Village be liable to Consultant for any additional compensation, other than that provided herein, or for any consequential or incidental damages. Notwithstanding anything in this Section 3 to the contrary, in the event of termination by the Village for convenience, the Village shall remain liable for payment of all compensation owed to Consultant for Services rendered through the date of termination. 4. Scope of Services. 4.1 The Village licenses and subscribes to the Accela Program products and licenses for the initial annual term, in accordance with the pricing, terms and conditions set forth in the Order Form attached hereto as Exhibit "A". 4.2 The Village engages Consultant to provide, and Consultant hereby agrees to provide, the Implementation Services for the implementation, training, maintenance and support of the Accela Program. The services include, but are not limited to, setup and implementation of the Accela Program and software system, configuration of the Accela Program, programming, software and system analysis, data conversion, project management, technical training and consulting, acceptance testing, production support and post deployment support and transition, as required by the Village and agreed to by both parties on a deliverable basis, as set forth in more detail in the SOW attached hereto as Exhibit "B." The specific tasks or services to be performed in each Deliverable of the Implementation Services are set forth in the Statement of Work attached hereto as Exhibit "B." Each task or deliverable shall be successively numbered and set forth a detailed description and specifications of the work to be performed for successful completion of the task ("Deliverable's), including Consultant responsibilities, Village responsibilities and Acceptance Criteria. With respect to each Deliverable, Consultant and Village shall each use all reasonable efforts to meet any timelines and/or deadlines agreed to by the parties, time being of the essence. 4.3 Consultant warrants that all Services shall be performed in a professional and workmanlike manner, promptly, diligently and in accordance with all reasonable professional standards for similar services. #65290-v1 Page 4 of 21 4.4 Deliverables shall include all computer programming code (in both object and source code form), scripts, all documentation and other written material relative thereto, and all other materials, items, and media called for by the specifications or any Deliverable. 4.5 Any changes to any Deliverable or the Statement of Work, or additional services, products or modules requested by the Village, shall be in writing and mutually agreed to and signed by both parties ("Change Order") in accordance with this Section 4.5. Each Change Order shall be attached to and become a part of this Agreement. 4.6 Village shall meet with Consultant monthly to review and assess Consultant's performance. Any instances of poor performance shall be documented in writing to Consultant followed by a written commitment from Consultant to resolve the issues in a timeframe agreed to by the Village and Consultant. 4.7 Any personnel of Consultant assigned to work on Village's secure IT network and infrastructure will adhere to all Village policies, procedures and protocols. Security sensitive information, such as Information Technology configurations and passwords, is the property of Village and will be properly documented and provided to the Village Manager or his designee for technology services. 5. Compensation and Payment. 5.1 The purchase price payable by the Village to Consultant for the license or subscription to the Accela Program licenses and services shall be $40,975.11, which amount shall be accepted by Consultant as full compensation for all Accela Program licenses and Support Services for the initial annual term. Pricing for the subscription renewal terms shall be as set forth in the Accela Subscription Terms and Conditions attached hereto as Exhibit "C"; provided, however, that annual price increases, if any, will not exceed three percent (3%) of the prior year's or term's annual pricing. 5.2 The amount of compensation payable by the Village to Consultant for the Implementation Services shall be a total amount not -to -exceed $167,400.00, which amount shall be accepted by Consultant as full compensation for all Services performed under this Agreement, and shall include all expenses, including travel costs, for the services and work detailed in the SOW attached hereto as Exhibit "B". Village shall not be responsible for compensation for any reimbursable. It is acknowledged and agreed by Consultant that these amounts are the maximum payable and constitute a limitation upon Village's obligation to compensate Consultant for the Implementations Services provided pursuant to this Agreement. This maximum amount, however, does not constitute a limitation of any sort upon Consultant's obligation to perform all Deliverables or items of work required by or which can be reasonably inferred from the scope of services set forth in the SOW. 5.3 Consultant shall submit an invoice to the Village for compensation, developed and agreed upon by the Village Manager and Consultant, not more often than once per month detailing the Implementation Services completed and the amount due to Consultant under the #65290-v1 Page 5 of 21 SOW for such services. Invoices shall designate the nature of the Implementation Services performed and shall also show a summary of Deliverables performed. 5.4 Notwithstanding any provision of this Agreement to the contrary, the Village Manager may withhold, in whole or in part, payment to the extent necessary to protect itself from loss on account of inadequate or defective work which has not been remedied or resolved in a manner satisfactory to the Village Manager. The amount withheld shall not be subject to the payment of interest by the Village. 5.5 The amounts payable to Consultant pursuant to this Agreement are exclusive of any applicable sales, use or excise taxes. Village represents that it is exempt from all federal, excise and transportation taxes, and Florida sales and uses taxes. Upon request of Consultant, the Village will provide s copy of the certificates evidencing such tax exempt status. 5.6 Payments shall be made to Consultant in accordance with the Local Government Prompt Payment Act as stipulated in Part VII of Chapter 218, Florida Statutes, by check, Electronic Funds Transfer (EFT), E -Pay or P -card, or other method as determined by the Village and agreed to by Consultant. 6. Indemnification. 6.1 Consultant shall indemnify, hold harmless and, at Village's option, pay for an attorney selected by Village, to defend Village and any of its officers, councilmembers, agents, servants and employees, from and against any and all liability, suits, actions, damages, costs, losses and expenses, including reasonable attorneys' fees and court costs and expenses, demands and claims for personal injury, bodily injury, sickness, diseases or death or damage or destruction of real, personal or tangible property, arising out of any errors, omissions, misconduct or negligent acts, errors or omissions of Consultant, its officials, agents, employees or subcontractors, in the performance of the Services of Consultant under this Agreement, whether direct or indirect, and from and against any orders, judgments, or decrees which may be entered thereon and from and against all costs, damages of every kind and nature, reasonable attorneys' fees and court costs and expenses, and liabilities incurred in and about the defense of any such claim and investigation thereof. 6.2 Consultant shall indemnify, hold harmless and, at Village's option, pay for an attorney selected by Village, to defend Village and any of its officers, councilmembers, agents, servants and employees, from and against any and all liability, suits, actions, damages, costs, losses and expenses, including reasonable attorneys' fees and court costs and expenses, demands and claims sought by third parties related to any alleged breach of any confidentiality, non - competition or similar provisions. #65290-v1 Page 6 of 21 6.3 Consultant shall indemnify Village and any of its officers, councilmembers, agents, servants and employees, for all loss, damage, expense or liability including, without limitation, reasonable attorneys' fees and court costs and expenses, that may result by reason of any infringement or claim of infringement by Consultant of any patent, trademark, copyright, trade secret or other proprietary right relating to the license or subscription to the Accela Software and the Services furnished pursuant to this Agreement. Consultant will defend and/or settle at its own expense any action brought against Village, any of its officers, councilmembers, agents, servants and employees, to the extent that it is based on a claim that the Accela Software or the Services furnished to Village by Consultant pursuant to this Agreement, or if any portion of the Accela Software or the Services or goods related to the performance of the Accela Software or the Services become unusable as a result of any such infringement or claim. 6.4 Consultant acknowledges that specific consideration has been paid or will be paid under this Agreement for this hold harmless and indemnification provision, and further agrees with the foregoing provisions of indemnity and with the collateral obligation of insuring said indemnity. 6.5 The provisions of this section shall survive the expiration or earlier termination of this Agreement. To the extent considered necessary by the Village Manager and Village Attorney, any sums due to Consultant under this Agreement may be retained by Village until all of Village's claims for indemnification pursuant to this Agreement have been settled or otherwise resolved, and any amount withheld shall not be subject to payment of interest by Village. 6.6 Notwithstanding the foregoing, Consultant's liability for any matter arising under this Agreement or from any transaction contemplated herein, including without limitation the provision of the Services, shall not exceed the actual amount paid by an insurer as a result of any claim made with respect to such matter under Consultant's insurance policies as set forth in Section 7 herein (the "Liability Cap"), but in no event shall the Liability Cap be less than the total of all compensation and fees paid by the Village to the Consultant pursuant to this Agreement. Village acknowledges that the Liability Cap is a material term upon which Consultant has relied upon in entering into this Agreement and that Consultant would not have entered into this Agreement in the absence of such provision. 7. Insurance. 7.1 Consultant shall secure and maintain throughout the duration of this Agreement insurance of such types and in such amounts not less than those specified below as satisfactory to Village, naming the Village as an Additional Insured, underwritten by a firm rated A -VIII or better by A.M. Best and qualified to do business in the State of Florida. The insurance coverage shall be primary insurance with respect to the Village, its officials, employees, agents and volunteers naming the Village as additional insured. Any insurance maintained by the Village shall be in excess of the Consultant's insurance and shall not contribute to the Consultant's insurance. The insurance coverages shall include at a minimum the amounts set forth in this Section 7. #65290-v1 Page 7 of 21 7.2 Commercial General Liability coverage with limits of liability of not less than a $1,000,000 per Occurrence combined single limit for Bodily Injury and Property Damage. This Liability Insurance shall also include Completed Operations and Product Liability coverages. The General Aggregate Liability limit and the Products/Completed Operations Liability Aggregate limit shall be in the amount of $2,000,000 each. 7.3 Workers Compensation and Employer's Liability insurance, to apply for all employees for statutory limits as required by applicable State and Federal laws. The policy(ies) must include Employer's Liability with minimum limits of $1,000,000.00 each accident. No employee, subcontractor or agent of the Consultant shall be allowed to provide Services pursuant to this Agreement who is not covered by Worker's Compensation insurance. 7.4 Business Automobile Liability with minimum limits of $1,000,000 per Occurrence, combined single limit for Bodily Injury and Property Damage. Coverage must be afforded on a form no more restrictive than the latest edition of the Business Automobile Liability policy, without restrictive endorsements, as filed by the Insurance Service Office, and must include Owned, Hired and Non -Owned Vehicles, where applicable. 7.5 Professional Liability insurance in an amount of not less than Two Million Dollars ($2,000,000.00) per occurrence, single limit. 7.6 Cyber Liability Insurance in an amount of not less than $2,000,000.00 per occurrence and in the aggregate. 7.7 Certificate of Insurance. Certificates of Insurance shall be provided to the Village, reflecting the Village as an Additional Insured (except with respect to Professional Liability Insurance and Worker's Compensation Insurance), no later than ten (10) days after award of this Agreement and prior to the execution of this Agreement by Village and prior to commencing Services on any Project. Each certificate shall include no less than (30) thirty -day advance written notice to Village prior to cancellation, termination, or material alteration of said policies or insurance. The Consultant shall be responsible for assuring that the insurance certificates required by this Section remain in full force and effect for the duration of this Agreement, including any extensions or renewals that may be granted by the Village. The Certificates of Insurance shall not only name the types of policy(ies) provided, but also shall refer specifically to this Agreement and shall state that such insurance is as required by this Agreement. If a policy is due to expire prior to the completion of the Services, renewal Certificates of Insurance shall be furnished thirty (30) calendar days prior to the date of their policy expiration. Each policy certificate shall be endorsed with a provision that not less than thirty (30) calendar days' written notice shall be provided to the Village before any policy or coverage is cancelled or restricted. Acceptance of the Certificate(s) is subject to approval of the Village. 7.8 Additional Insured. Except with respect to Professional Liability Insurance and Worker's Compensation Insurance, the Village is to be specifically included as an Additional Insured for the liability of the Village resulting from Services performed by or on behalf of the Consultant in performance of this Agreement. The Consultant's insurance, including that #65290-v1 Page 8 of 21 applicable to the Village as an Additional Insured, shall apply on a primary basis and any other insurance maintained by the Village shall be in excess of and shall not contribute to the Consultant's insurance. The Consultant's insurance shall contain a severability of interest provision providing that, except with respect to the total limits of liability, the insurance shall apply to each Insured or Additional Insured (for applicable policies) in the same manner as if separate policies had been issued to each. 7.9 Deductibles. All deductibles or self -insured retentions must be declared to and be reasonably approved by the Village. The Consultant shall be responsible for the payment of any deductible or self -insured retentions in the event of any claim. 7.10 The provisions of this section shall survive termination of this Agreement. 8. Copyrights and Licenses; Ownership of Documents Unless otherwise provided by law, any and all reports, photographs, surveys, and other data and documents provided or created in connection with this Agreement are and shall remain the property of Village. In the event of termination of this Agreement, any reports, photographs, surveys and other data and documents prepared by Consultant, whether finished or unfinished, shall become the property of Village and shall be delivered by Consultant to the Village within seven (7) days of termination of this Agreement by either party. Any compensation due to Consultant shall be withheld until all documents are received as provided herein. All subcontracts for preparation of reports, photographs, surveys and other data and documents entered into by Consultant shall provide that all documents and rights obtained by virtue of such contracts shall become the property of the Village. 9. Consultant's Responsibilities. 9.1 The Consultant warrants and represents that it shall exercise the same degree of care, skill and diligence in the performance of the Services in a professional and workmanlike manner, as is ordinarily provided by a consultant under similar circumstances. If at any time during the term of the Implementation Services pursuant to this Agreement, it is determined that the Consultant's Deliverables or Services are incorrect, not properly rendered, defective, or fail to conform to the Services, upon written notification from the Village Manager, the Consultant shall at Consultant's sole expense, immediately correct the Deliverables or Services. 9.2 The Consultant hereby warrants and represents that at all times during the term of this Agreement it shall maintain in good standing all required licenses, certifications and permits required under Federal, State and local laws applicable to and necessary to perform the Services for Village as an independent contractor of the Village. 10. Policy of Non Discrimination. Consultant shall not discriminate against any person in its operations, activities or delivery of Services under this Agreement. Consultant shall affirmatively comply with all applicable provisions of federal, state and local equal employment laws and shall not engage in or commit any discriminatory practice against any person based on race, age, religion, color, gender, sexual orientation, national origin, marital status, physical or #65290-v1 Page 9 of 21 mental disability, political affiliation or any other factor which cannot be lawfully used as a basis for service delivery. 11. Public Entity Crime Act. 11.1 Consultant represents that the execution of this Agreement will not violate the Public Entity Crime Act (Section 287.133, Florida Statutes), which essentially provides that a person or affiliate who is a Consultant, Consultant or other provider and who has been placed on the convicted vendor list following a conviction for a Public Entity Crime may not submit a bid on a contract to provide any goods or services to Village, may not submit a bid on a contract with Village for the construction or repair of a public building or public work, may not submit bids on leases of real property to Village, may not be awarded or perform work as a Consultant, supplier, subcontractor, or Consultant under a contract with Village, and may not transact any business with Village in excess of the threshold amount provided in Section 287.017, Florida Statutes, for category two purchases for a period of thirty six (36) months from the date of being placed on the convicted vendor list. 11.2 Violation of this section shall result in termination of this Agreement and recovery of all monies paid hereto, and may result in debarment from Village's competitive procurement activities. In addition to the foregoing, Consultant further represents that there has been no determination, based on an audit, that it committed an act defined by Section 287.133, Florida Statutes, as a "public entity crime" and that it has not been formally charged with committing an act defined as a "public entity crime" regardless of the amount of money involved or whether Consultant has been placed on the convicted vendor list. 12. Independent Contractor. Consultant is an independent contractor under this Agreement. Services provided by Consultant pursuant to this Agreement shall be subject to the supervision of Consultant. In providing such services, neither Consultant nor its agents shall act as officers, employees or agents of the Village. Personnel policies, tax responsibilities, social security and health insurance, employee benefits, purchasing policies and other similar administrative procedures applicable to services rendered under this Agreement shall be those of Consultant. This Agreement shall not constitute or make the parties a partnership or joint venture. 13. Third Party Beneficiaries. Neither Consultant nor Village intends to directly or substantially benefit a third party by this Agreement. Therefore, the parties agree that there are no third party beneficiaries to this Agreement and that no third party shall be entitled to assert a claim against either of them. Based upon this Agreement the parties expressly acknowledge that it is not their intent to create any rights or obligations in any third person or entity under this Agreement. 14. Notices. Whenever either party desires to give notice to the other, such notice must be in writing, sent by certified United States Mail postage prepaid return receipt requested or by hand delivery with a request for a written receipt of acknowledgment of delivery, addressed to the party for whom it is intended at the place last specified. The place for giving #65290-v1 Page 10 of 21 notice shall remain the same as set forth herein until changed in writing in the manner provided in this section. For the present, the parties designate the following: Village: Consultant: John C. Gilbert, Village Manager Village of Key Biscayne 88 West McIntyre Street Key Biscayne, Florida 33149 Lilbert(a'kebiscayne.fl.Gov. And Sergio Ascunce, Director Department of Building, Zoning, Planning & Public Works 88 West McIntyre Street, Suite 250 Key Biscayne, Florida 33149 sascunce@keybiscayne.fl.gov With a copy to: Stephen J. Helfman, Esq. Village Attorney Weiss Serota Helfman Cole & Bierman, P.L. 2525 Ponce de Leon Boulevard, Suite 700 Coral Gables, Florida 33134 Walter Chavez, Manager RedMark Technologies, LLC 2385 NW Executive Center Drive Suite 100 Boca Raton, Florida 33431 Email: \\ch ez ti rcdniarktech.com 15. Assignment and Performance. 15.1 Neither this Agreement nor any interest herein shall be assigned, transferred, or encumbered by Consultant, except with the prior written approval of the Village Manager, which shall be in his/her sole and absolute discretion. In addition, Consultant shall not subcontract any portion of the Services or work required in this Agreement, except with the prior written approval of the Village Manager, which shall be in his/her sole and absolute discretion. Notwithstanding the foregoing, Accela will, in conjunction with Consultant, provide Support Services to the Village pursuant to the Accela Subscription Terms and Conditions attached hereto as Exhibit "C", and such shall not be deemed an unauthorized assignment or transfer pursuant to this Section 15. 15.2 Consultant represents that all persons delivering the Services required by this Agreement have the knowledge and skills, either by training, experience, education, or a #65290-v1 Page 11 of 21 combination thereof, to adequately and competently perform the duties, obligations, and Services set forth in this Agreement and to provide and perform such Services to Village's satisfaction for the agreed compensation. Consultant shall perform its duties, obligations and services under this Agreement in a skillful and diligent manner. 16. Conflicts. 16.1 Neither Consultant nor its employees shall have or hold any continuing or frequently recurring employment or contractual relationship that is substantially antagonistic or incompatible with Consultant's loyal and conscientious exercise of judgment related to its performance under this Agreement. 16.2. Consultant agrees that none of its officers or employees shall, during the term of this Agreement, serve as an expert witness against Village in any legal or administrative proceeding in which he or she is not a party, unless compelled by court process. Further, Consultant agrees that such persons shall not give sworn testimony or issue a report or writing, as an expression of his or her expert opinion, which is adverse or prejudicial to the interests of Village in connection with any such pending or threatened legal or administrative proceeding. The limitations of this section shall not preclude Consultant or any other persons from representing themselves in any action or in any administrative or legal proceeding. 16.3. In the event Consultant is permitted to utilize subcontractors to perform any Services required by this Agreement, Consultant agrees to prohibit such subcontractors, by written contract, from having any conflicts within the meaning of this section. 17. Contingency Fee. Consultant warrants that it has not employed or retained any company or person, other than a bona fide employee working solely for Consultant, to solicit or secure this Agreement and that it has not paid or agreed to pay any person, company, corporation, individual or firm, other than a bona fide employee working solely for Consultant, any fee, commission, percentage, gift, or other consideration contingent upon or resulting from the award or making of this Agreement. For a breach or violation of this provision, Village shall have the right to terminate this Agreement without liability and, at its discretion, to deduct from the Agreement price or otherwise recover the full amount of such fee, commission, percentage, gift or consideration. 18. Materiality and Waiver of Breach. Village and Consultant agree that each requirement, duty, and obligation set forth herein is substantial and important to the formation of this Agreement and, therefore, is a material term hereof. Village's failure to enforce any provision of this Agreement shall not be deemed a waiver of such provision or modification of this Agreement. A waiver of any breach of a provision of this Agreement shall not be deemed a waiver of any subsequent breach and shall not be construed to be a modification of the terms of this Agreement. 19. Compliance with Laws. Consultant shall comply with all Village, federal, state, and local laws, codes, ordinances, rules, and regulations in performing the Services and its duties, responsibilities, and obligations pursuant to this Agreement. Lack of knowledge by #65290-v1 Page 12 of 21 Consultant shall in no way be a cause for relief from responsibility or constitute a cognizable defense against the legal effects thereof 20. Severance. In the event a portion of this Agreement is found by a court of competent jurisdiction to be invalid, the remaining provisions shall continue to be effective unless Village or Consultant elects to terminate this Agreement. An election to terminate this Agreement based upon this provision shall be made within seven (7) days after the finding by the court becomes final. 21. Joint Preparation. The parties acknowledge that they have sought and received whatever competent advice and counsel as was necessary for them to form a full and complete understanding of all rights and obligations herein and that the preparation of this Agreement has been their joint effort. The language agreed to expresses their mutual intent and the resulting document shall not, solely as a matter of judicial construction, be construed more severely against one of the parties than the other. 22. Applicable Law and Venue; Attorney's Fees and Costs. This Agreement shall be interpreted and construed in accordance with and governed by the laws of the State of Florida. The parties submit to the jurisdiction of any Florida state or federal court in any action or proceeding arising out of, or relating to, this Agreement. Venue for any action to enforce this Agreement shall be in Miami -Dade County, Florida. THE PARTIES EXPRESSLY WAIVE ALL RIGHTS TO TRIAL BY JURY FOR ANY DISPUTES ARISING FROM OR IN ANY WAY CONNECTED WITH THIS AGREEMENT. THE PARTIES UNDERSTAND AND AGREE THAT THIS WAIVER IS A MATERIAL CONTRACT TERM. THIS AGREEMENT IS NOT SUBJECT TO ARBITRATION. IF ANY PARTY IS REQUIRED TO ENFORCE THE TERMS OF THIS AGREEMENT BY COURT PROCEEDINGS OR OTHERWISE, WHETHER OR NOT FORMAL LEGAL ACTION IS REQUIRED, THE PREVAILING PARTY SHALL BE ENTITLED TO RECOVER ITS REASONABLE ATTORNEY'S FEES AND COURT COSTS AND EXPENSES. 23. Amendments. No modification, amendment or alteration in the terms or conditions contained herein shall be effective unless contained in a written document prepared with the same or similar formality as this Agreement. 24. Prior Agreements. This Agreement and any attachments constitute the entire agreement between Consultant and Village, and this document incorporates and includes all prior negotiations, correspondence, conversations, agreements, and understandings applicable to the matters contained herein and the parties agree that there are no commitments, agreements or understandings concerning the subject matter of this Agreement that are not contained in this document. Accordingly, the parties agree that no deviation from the terms hereof shall be predicated upon any prior representations or agreements, whether oral or written. It is further agreed that no modification, amendment or alteration in the terms or conditions contained here shall be effective unless set forth in writing in accordance with this Section 24. #65290-v1 Page 13 of 21 25. Drug -Free Workplace. Consultant shall maintain a drug -free workplace. 26. Incorporation by Reference. The truth and accuracy of each "Whereas" clause set forth above is acknowledged by the parties. Any attached Exhibits are incorporated hereto and made a part of this Agreement. 27. Multiple Originals; Counterparts. This Agreement may be fully executed in two (2) copies or counterparts by all parties each of which, bearing original signatures, shall have the force and effect of an original document. 28. Headings. Headings are for convenience of reference only and shall not be considered in any interpretation of this Agreement. 29. Binding Authority. Each person signing this Agreement on behalf of either party individually warrants that he or she has full legal power to execute this Agreement on behalf of the party for whom he or she is signing, and to bind and obligate such party with respect to all provisions contained in this Agreement. 30. Ownership and Access to Records and Audits. 30.1 Village shall have the right to audit the books, records and accounts of Consultant that are related to this Agreement. Consultant shall keep such books, records, and accounts as may be necessary in order to record complete and correct entries related to this Agreement. 30.2 Consultant acknowledges that all inventions, innovations, improvements, developments, methods, designs, analyses, drawings, reports and all similar or related information (whether patentable or not) which relate to Services to the Village which are conceived, developed or made by Consultant during the term of this Agreement ("Work Product") belong to the Village. Consultant shall promptly disclose such Work Product to the Village and perform all actions reasonably requested by the Village (whether during or after the term of this Agreement) to establish and confirm such ownership (including, without limitation, assignments, powers of attorney and other instruments). 30.3 Consultant agrees to keep and maintain public records in Consultant's possession or control in connection with Consultant's performance under this Agreement. Consultant additionally agrees to comply specifically with the provisions of Section 119.0701, Florida Statutes. Consultant shall ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed, except as authorized by law, for the duration of the Agreement, and following completion of the Agreement until the records are transferred to the Village. 30.4 Upon request from the Village's custodian of public records, Consultant shall provide the Village with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided by Chapter 119, Florida Statutes, or as otherwise provided by law. #65290-v1 Page 14 of 21 30.5 Unless otherwise provided by law, any and all records, including but not limited to reports, surveys, and other data and documents provided or created in connection with this Agreement are and shall remain the property of the Village. 30.6 Upon completion of this Agreement or in the event of termination by either party, any and all public records relating to the Agreement in the possession of the Consultant shall be delivered by the Consultant to the Village Manager, at no cost to the Village, within seven (7) days. All such records stored electronically by Consultant shall be delivered to the Village in a format that is compatible with the Village's information technology systems. Once the public records have been delivered upon completion or termination of this Agreement, the Consultant shall destroy any and all duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. 30.7 Any compensation due to Consultant shall be withheld until all records are received as provided herein. 30.8 Consultant's failure or refusal to comply with the provisions of this section shall result in the immediate termination of this Agreement by the Village. Section 119.0701(2)(a), Florida Statutes IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS. Custodian of Records: CONCHITA H. ALVAREZ, MMC, VILLAGE CLERK Mailing address: 88 West McIntyre Street, Key Biscayne, FL 33149 Telephone number: (305) 365-5506 Email: cah a re/ a keybiscar ne.f1.go‘ 31. Survival of Provisions. Any terms or conditions of this Agreement that require acts beyond the date of its termination shall survive the termination of this Agreement, shall remain in full force and effect unless and until the terms or conditions are completed, and shall be fully enforceable by either party. 32. Truth -in -Negotiation Certificate. Signature of this Agreement by Consultant shall act as the execution of a truth -in -negotiation certificate stating that wage rates and other factual unit costs supporting the compensation of this Agreement are accurate, complete, and current at the time of contracting. The original contract price and any additions thereto shall be adjusted to exclude any significant sums by which the Village determines the contract price was increased due to inaccurate, incomplete or noncurrent wage rates and other factual unit costs. All such contract adjustments must be made within one year following the end of this Agreement. #65290-v1 Page 15 of 21 33. Non -Appropriation of Funds. In the event no funds or insufficient funds are appropriated and budgeted or are otherwise unavailable in any fiscal year for payments due under this Agreement, then the Village, upon written notice to Consultant of such occurrence, shall have the unqualified right to terminate this Agreement without any penalty or expense to the Village. 34. Representative Designated for Each Party. The Village designates the Village Manager or designee, and Michael Mila, Chief Enforcement Officer, as the persons to whom all communications pertaining to the day-to-day operations of this Agreement shall be addressed. Unless Consultant otherwise informs the Village representatives in writing of the representative of Consultant to whom all communications pertaining to the day-to-day action of this Agreement shall be addressed, the designated representative shall be Walter Chavez as indicated in Section 14 of this Agreement. 35. Use of Village Facilities. Consultant's use of Village facilities shall be restricted to purposes related to performance of Services under this Agreement. Use of any Village facilities for any other purpose is strictly prohibited. 36. Default. In the event of a default by the Consultant, the Consultant shall be liable for all damages resulting from the default. The Village may take advantage of each and every remedy specifically existing at law or in equity. Each and every remedy shall be in addition to every other remedy specifically given or otherwise existing and may be exercised from time to time as often and in such order as may be deemed expedient by the Village. The exercise or the beginning of the exercise of one remedy shall not be deemed to be a waiver of the right to exercise any other remedy. The Village's rights and remedies as set forth in this Agreement are not exclusive and are in addition to any other rights and remedies available to the Village in law or in equity. [THIS SPACE INTENTIONALLY LEFT BLANK] #65290-v1 Page 16 of 21 IN WITNESS WHEREOF, the parties hereto have made and executed this Agreement on the respective dates under each signature: Village of Key Biscayne, Florida, signing through its Village Council, signing through its Village Manager, authorized to execute same by Council action on the day of , 2017, and RedMark Technologies, LLC ("RedMark"), authorized to execute same through its Manager, Walter Chavez. VILLAGE: VILLAGE OF KEY BISCAYNE, FLORIDA, a Florida municipal corporation ATTEST: APPROVED AS TO FORM AND LEGAL SUFFICIENCY: #65290-v1 Page 17 of 21 CONSULTANT: REDMARK TECHNOLOGIES, LLC, a Florida Limited liability Company WI SSES: WL 6) r4 1't -e Print Name Print Name By: ater Chavez, as Manager Date Executed: 6/g7 , 2017 #65290-v1 Page 18 of 21 EXHIBIT "A" ORDER FORM - ACCELA SOFTWARE LICENSES #65290-v1 Page 19 of 21 1r 0 RedMark TECHNOLOGIES Order Form for: KEY BISCAYNE FL Quote Number: Q-11353-1 Date: April 11, 2017 Valid Until: June 15, 2017 Subscription Agreement: Version 052615a Proposed By: WALTER CHAVEZ Address Information Bill To: Village of Key Biscayne Attn: Jud Kurlancheek 88 W. McIntyre St, Suite 120 Key Biscayne, FL 33149 Billing email: Billing Phone: Ship To: Village of Key Biscayne Attn: Jud Kurlancheek 88 W. McIntyre St, Suite 120 Key Biscayne, FL 33149 Attn: Michael Mile Email: mmila(@.keybiscayne.fl.gov Payment Terms and Conditions Service Start Date: Upon Delivery Service End Date: 12 months form start date Number of Annual Terms: 1 Billing Frequency: Upon signature Products and Services Part # Description QTY Unit Price Net Price SS10APFMSAS0001 Accela Civic Platform 17 $ 2,388.00 $ 40,596.00 SS10AACAPOP0001 Accela Citizen Access 12,637 $ 0.03 $ 379.11 Annual Subscription Total $40,975.11 Payment Terms: Net 30 Billing Method: PO Required: No PO Number: N/A Other Terms and Conditions • Offer to purchase becomes a binding commitment upon acceptance by Customer, and is not subject to the issuance of any further purchase orders, confirmations or other events. • The terms and conditions of the Order Form take Precedence over any conflicting terms to the Subscription Terms version 52615a. No modification or amendment of this Order Form will be effective unless it is described in writing and signed by the Parties. • Annual Subscription fees do not include hardware or equipment. Please contact your selected hardware vendor for additional hardware or software costs. • Section #4 of the Accela Subscription Terms and Conditions is deleted in its entirety and replaced with the following: Subscription terms are twelve (12) calendar months in duration. At the end of Customer's subscription term or, if a multi -term subscription is indicated on the Order, the last of Customer's subscription terms, Customer's subscription will renew for an additional term. The per -unit pricing during said additional term will be the same as the prior term's annual fees unless Accela notifies Customer otherwise not less than sixty (60) calendar days prior to the end of said prior term. Any price increase will be effective at the start of the renewal term. No such price increase will exceed three percent (3%) of the prior term's annual pricing. Customer may opt -out from said automatic renewal by providing written notice to Accela or RedMark not less than sixty (60) calendar days prior to the Service Date anniversary which begins the renewal term. During said sixty-day period, Customer may decrease the number of users for which it has subscribed; said decrease will be effective during the next subscription term. Customer may not decrease its number of subscribed users at any other time during a subscription term. At any time during a subscription term, Customer may increase its number of subscribed users by submitting an order to Accela and paying the fees associated with the increase. Such fees will be subscription term, rounded -up to the nearest full month. • If the Agency requires additional on -site assistance, a separate estimate and Statement of Work will be provided. Page 1 of 2 Alternate Terms Disclaimed: The parties expressly disclaim any alternate terms and conditions accompanying drafts and/or purchase orders issued by Customer. Village of Key Biscayne RedMark Technologie Signatur= Signature Name �'r1 Name 0011W- taU-ez Title %l.._ _ � �-� Title Date 6/ 3C// 7 Date 6 (Z 7/ 7c'l 7 Fax: Attn: Walter Chavez at (561) 892-8022 Email: Trios@redmarktech.com Mail To: RedMark Technologies, LLC. 2385 NW Executive Center Dr. Suite 100 Boca Raton, FL 33431 THANK YOU FOR YOUR BUSINESS! Page 2 of 2 EXHIBIT "B" STATEMENT OF WORK #65290-v1 Page 20 of 21 1RedMTECHNOLarIES Statement of Work Village of Key Biscayne, FL April 18, 2017 Version 1.6 RedMark Technologies, LLC. 2385 NW Executive Center Drive Suite 100 Boca Raton, FL 33431 Tel: 561-210-5141 Fax: 561-892-8022 2017 RedMark Technologies, LLC. Statement of Work Key Biscayne Page 1 116 RedMark TABLE OF CONTENTS TABLE OF CONTENTS 2 DOCUMENT CONTROL 4 OVERVIEW 5 SERVICES DESCRIPTION 5 PURPOSE 5 PROJECT TIMELINE .. 5 PROJECT MANAGEMENT 6 CRITICAL SUCCESS FACTORS 6 WORK DESCRIPTION 7 DELIVERABLE 1: PROJECT INITIATION 7 DELIVERABLE 2: ACCELA CIVIC PLATFORM SYSTEM SETUP 8 DELIVERABLE 3: TRANSFER AND INSTALL SMALL MEDIUM GOVERNMENT (SMG) MARKET CONFIGURATION 9 DELIVERABLE 4: ADDITIONAL CONFIGURATION 10 DELIVERABLE 5: ADDRESS, PARCEL AND OWNERSHIP (APO) DATA CONVERSION 10 DELIVERABLE 6: HISTORICAL DATA CONVERSION 11 SYSTEM INTERFACES 12 DELIVERABLE 7: PAYMENT PROCESSOR INTERFACE 12 DELIVERABLE 8: BUSINESS PROCESS VALIDATION AND AUTOMATION 13 REPORTS 14 DELIVERABLE 9: REPORT SPECIFICATIONS 14 DELIVERABLE 10: REPORT DEVELOPMENT 15 DELIVERABLE 11: ACCELA GIS CONFIGURATION 16 DELIVERABLE 12: ACCELA CITIZEN ACCESS CONFIGURATION 17 DELIVERABLE 13: ACCELA MOBILE OFFICE CONFIGURATION 17 DELIVERABLE 14: ELECTRONIC DOCUMENT REVIEW CONFIGURATION 18 DELIVERABLE 15: ADMINISTRATIVE AND TECHNICAL TRAINING 19 DELIVERABLE 16: DAILY USER TRAINING 20 DELIVERABLE 17: USER ACCEPTANCE TESTING (UAT) 20 DELIVERABLE 18: PRODUCTION SUPPORT 21 DELIVERABLE 19: POST DEPLOYMENT SUPPORT AND TRANSITION TO CRC 22 PAYMENT SCHEDULE 24 EXPENSES 24 CONTRACT SUM 24 PROJECTS PUT ON HOLD 25 CHANGE ORDERS 25 EXPIRATION 25 PROJECT ASSUMPTIONS 25 PROJECT RESOURCES AND LOCATION OF WORK 26 2017 RedMark Technologies, LLC. Statement of Work Key Biscayne Page 2 .4/RedMarIES WORK LOCATION 26 AGENCY RESOURCES 27 REDMARK RESOURCES 28 ACCEPTANCE 30 APPENDIX A • ACCELA IMPLEMENTATION METHODOLOGY 31 IMPLEMENTATION LIFE CYCLE 31 INITIATION 31 TO -BE ANALYSIS 31 SOLUTION FOUNDATION 32 BUILD 32 READINESS 32 DEPLOY 32 APPENDIX B - DATA CONVERSION ASSUMPTIONS 34 GENERAL INFORMATION AND REQUIREMENTS FOR HISTORICAL CONVERSIONS 34 DATA CONVERSION ASSUMPTIONS 34 STANDARD DOCUMENT MIGRATION 35 APPENDIX C - SAMPLE DELNERABLES ACCEPTANCE FORM 36 © 2017 RedMark Technologies, LLC. Statement of Work Key Biscayne Page 3 RedTECHNMarES DOCUMENT CONTROL Date 12/28/2016 Author Lilian Rios Version 1.0 Change Reference Initial draft. 01/03/2016 Walter Chavez 1.1 Review and minor changes. 02/13/2017 W. Chavez 1.2 Updated scope per agency request. 02/27/2017 L. Rios 1.3 Added payment table. 04/06/2017 L. Arango 1.4 Edits by Village attorney. 04/10/2017 W. Chavez 1.5 Accepted changes and modified payment table. 04/11/2017 W. Chavez 1.6 Final document. 2017 RedMark Technologies, LLC. Statement of Work Key Biscayne Page 4 RedMark OVERVIEW Congratulations on your selection of Accela, Inc., and their enterprise suite of industry leading software. The implementation of Accela products is designed specifically to meet the specific requirements and budget defined by Village of Key Biscayne, FL ("Agency"). RedMark Technologies ("RedMark"), as the only implementation partner currently allowed to sell software into Accela's Small Medium Govemment (SMG) market, will utilize Accela's best practice Implementation Methodology, based on previous client interactions and industry knowledge, to promote a successful project that will meet the Agency's objectives. The following Statement of Work will detail how RedMark Services will implement the software you have purchased, including the major milestones and deliverables that will ensure your success. RedMark is committed to providing a superior software solution, and deployment of the software, for the current and future needs of the Agency. RedMark will work with Agency staff to optimize Accela's portfolio of software, best practices, and customer experience to enable the Agency to successfully deploy its Accela Civic Platform software and meet its functionality, timing and cost requirements. This Statement of Work ("SOW") dated April 18, 2017 sets forth a scope and definition of the consulting/professional services, work and/or project (collectively, the "Services") to be provided by RedMark to Agency. SERVICES DESCRIPTION PURPOSE The purpose of this document is to detail the specific activities, deliverables, roles and responsibilities, and acceptance criteria that comprise the implementation of the Accela Civic Platform with the Accela Citizen Access, Accela GIS, and Accela Mobile Office for the Agency. RedMark will provide professional services for implementation of the above modules and products per the Work Description section detailed henceforth. The following Agency departments comprise the organization scope of the implementation described herein: • Building • Planning • Record Research • Permit Application and Issuance • License Renewals • Inspection Request Entry • Inspection Results Research • Status tracking • Code Enforcement • Public Works • Business Tax Receipts Thereafter, after the implementation phase, RedMark will provide support services pursuant to the Accela Subscriptions Terms and Conditions. PROJECT TIMELINE The term of this project is 11 months (or sooner if all services are completed as set forth in this SOW prior to the 11 month term) during the implementation phase, and thereafter support services to be provided pursuant to the Accela Subscription Terms and Conditions. If additional implementation services, modules or products are required or requested by the Agency, the Agency's Village' Manager may extend or renew the implementation term of the SOW 2017 RedMark Technologies, LLC. Statement of Work Key Biscayne Page 5 dr ell RedMark for an additional one (1) year term, and such extension for additional services shall be evidenced by a Change Order to this SOW and the Agreement with the Agency. Any delays (e.g., Change in staff level/availability, missed deadlines) in the Project Timeline which by mutual agreement were created by the Agency will result in an increase in the duration of the project will require a Change Order to reimburse RedMark for the additional costs associated with the delay, including but not limited to additional hours for project management, deliverable development and review. Upon execution of this SOW, the parties will collaborate to determine a start date for Services to be rendered. Upon initiation of these Services, the RedMark Project Manager will work with the Agency to collaboratively define a baseline project schedule. Given the fact that project schedules are working documents that change over the course of the project, the RedMark Project Manager will work closely with Agency to update, monitor, agree, and communicate any modifications. PROJECT MANAGEMENT RedMark will provide a full time project manager for services throughout the implementation in order to plan and monitor execution of the project in accordance with deliverables outlined in the Statement of Work. To support the implementation of the Accela Civic Platform software at the Agency, RedMark will provide Project Management services throughout the project. Generally these services include the following: • Project plan management using Microsoft Project, • Project document management using Dropbox or Microsoft SharePoint project site, • Issue log management and escalation, • Status reporting, • Change order management, • Project workspace management, • Resource management, • Executive project oversight and quality assurance. By mutual agreement, some project management tasks may be shared between the RedMark Project Manager and the Agency Project Manager. CRITICAL SUCCESS FACTORS In order to successfully execute the services described herein, there are several critical success factors for the project that must be closely monitored and managed by the stakeholders. These factors are critical in setting expectations between the Agency and RedMark, identifying and monitoring project risks, and promoting strong project communication. • Knowledge Transfer — While RedMark cannot guarantee specific expertise for Agency staff as a result of participating in the project, RedMark will make all reasonable efforts to transfer knowledge to the Agency. It is critical that Agency personnel participate in the analysis, configuration and deployment of Accela Civic Platform in order to transfer knowledge to the Agency. Once Post Production assistance tasks are completed by RedMark Services, the Agency assumes all day-to-day operations of Accela Civic Platform outside of the Support and Maintenance Agreement. The Service and Maintenance Agreement does not cover any Agency manipulation of implemented scripts, reports, interfaces and adapters. Key knowledge transfer areas include: • Configuration • Scripting • Batch scripts CD 2017 RedMark Technologies, LLC. Statement of Work Key Biscayne Page 6 /RedMark • Interfaces • Event Management Scripts • Reports and Forms • Dedicated Agency Participation — RedMark fully understands that Agency staff members have daily responsibilities that will compete with the amount of time that can be dedicated to the Accela Civic Platform implementation project. However, it is critical that the Agency acknowledges that its staff must be actively involved throughout the entire duration of Services as defined in the Project Plan. RedMark will communicate insufficient participation of Agency and RedMark resources through Project Status Reports with real and potential impacts to the project timeline. RedMark will work the project sponsors and department leaders to determine appropriate team member involvement. This could rand from full-time during early analysis meetings to part-time during the technical implementation phase. • Deliverable Acceptance Process - Implementation services for the above products are formalized through the deliverables defined in this document. Upon completion of each deliverable according to the acceptance criteria defined herein, RedMark will provide the Agency with a Deliverable Acceptance Form to formalize acceptance and completion. The Deliverable Acceptance Form is subsequently signed by the appropriate Agency contact, as defined in the Project Charter, and faxed/scanned/emailed or hand delivered to RedMark. Please refer to Appendix C to view a sample Deliverable Acceptance Form. RedMark respectfully requests prompt attention to the processing of all Deliverable Acceptance Forms, as adherence to this timely process directly impacts the ability to complete the project in the desired timeframe. In order to prevent delays in the project schedule, for all Deliverables where no response time is specifically identified I the SOW, a three (3) business day acceptance period is assumed. • Accela Implementation Methodology — Accela's successful, proven, implementation methodology is crucial to the project success. Accela's software and customer base is a niche market and as such the implementation methodology may differ from other consulting firms and software packages. It is imperative to project success that the Agency is willing to adhere/adopt to the Accela Implementation Methodology. WORK DESCRIPTION The following section describes the specific activities and tasks that will be executed to meet the business objectives and business requirements of the Agency. In support of the implementation effort as described above, RedMark will provide the following detailed implementation services. For each deliverable, a description is provided as well as criteria for acceptance of the deliverable. DELIVERABLE 1: PROJECT INITIATION Project initiation is an opportunity to ensure the project starts in a well -organized, structured fashion while re- confirming the Agency and RedMark expectations regarding the implementation. This Deliverable is comprised of project planning activities, core project management documents and templates and the first on -site meeting conducted between the Agency and RedMark after the signing of the Statement of Work. In conjunction with the Agency representatives, RedMark will perform the following tasks: • Finalize staffing for the project teams. Guidelines and recommendations for the Agency project staffing are addressed in the Project Staffing section of this document. • Conduct a formal onsite Kickoff meeting. The objective of this meeting is to review the purpose of the project and discuss the project scope, roles and responsibilities, deliverables, and timeline. • Establish Communication Plan and project logistics including escalation, status reporting, issue/risk management, work locations, etc. © 2017 RedMark Technologies, LLC. Statement of Work Key Biscayne Page 7 1( RedMark • Establish schedule of Steering Committee meetings. • Review and agree on Project Status Report Template format. • Finalize and document formal deliverable signoff procedures, identify team members that will be responsible for signoff from the Agency and RedMark. • Review infrastructure requirements and preparation (with designated Agency technical staff). • Finalize an integrated project plan that includes resource allocation for all tasks (in cooperation with the Agency Project Manager). • Develop a Project Charter that defines how the project will be governed, including a detailed escalation plan. • Create the project (SharePoint, Dropbox or similar) site and load all standard, current documentation. The Project Kickoff Meeting includes a formal presentation by the project team to review project objectives, methodology, timeline, roles and responsibilities, risks, and other key project elements with project stakeholders. In terms of specific output, the following will be executed for this deliverable: ➢ Project Charter ➢ Baseline Project Plan ➢ Project Status Report Template ➢ Project SharePoint Site ➢ Project Kickoff Presentation RedMark Responsibilities: • Provide timely and appropriate responses to Agency's request for information. • Coordinate project planning activities. • Communicate the Accela Implementation Methodology that will be used by RedMark to deliver Services, • Complete Baseline Project Plan, Project Status Report Template, and Project Kickoff Presentation deliverables with input from appropriate Agency resources. Agency Responsibilities: • Identify and set expectations with key resources and subject matter experts for ongoing participation in the project. • Provide timely and appropriate responses to RedMark's requests for project planning input and meeting logistics requests. • Provide meeting facilities for Project Kickoff and other onsite activities. • Include Project Sponsor in Project Kickoff Meeting. Acceptance Criteria: • Review and acceptance of the Project Status Report Template • Review and acceptance of the Baseline Project Plan • Review and acceptance of the Project Charter • Completion of the Project Kickoff Meeting • Agency completion and execution of Deliverables Acceptance Form (Appendix C) DELIVERABLE 2: ACCELA CIVIC PLATFORM SYSTEM SETUP This Deliverable is defined as the setup of the Accela Civic Platform software in the Accela Cloud environment such that Agency can log into the system and verify software is available. © 2017 RedMark Technologies, LLC. Statement of Work Key Biscayne Page 8 0 RedMark In terms of specific output, the following will be executed for this deliverable: Y Setup of the Accela Civic Platform software, development (DEV) and production (TEST) environments, in the Accela Cloud • Demonstration of the operational Accela Civic Platform environment Specifically, RedMark will perform the following tasks within the support environment: • Perform a remote system check of the system • Demonstrate that the Accela Civic Platform applications are operational • Ensure all tasks are completed on RedMark's side for VPN tunnel with Agency for any necessary integration. RedMark Responsibilities: • Provide timely and appropriate responses to Agency request for information • Consult with Agency resources to provide technical input and answer technical questions related to the requirements for Accela Civic Platform. Agency Responsibilities: • Provide timely and appropriate responses to RedMark's request for information • Make available the appropriate Agency users to validate system is setup and available. • Complete tasks related to setup of VPN tunnel to Accela environment. Acceptance Criteria: • Confirmation of ability to log into the Accela Civic Platform software. • Agency completion and execution of Deliverables Acceptance Form (Appendix C) DELIVERABLE 3: TRANSFER AND INSTALL SMALL MEDIUM GOVERNMENT (SMG) MARKET CONFIGURATION This Deliverable is defined as the porting and as -is installation of the configuration of the Accela environment for Small Medium Government (SMG) market configuration (similar to the system configuration designed and currently being installed or implemented at the City of Weston, FL), to the Accela hosted cloud environment set up as part of Deliverable 2 — Accela Civic Platform System Setup. In terms of specific output, the following will be executed for this deliverable: • Installation of a Small Medium Govemment (SMG) market configuration (similar to the system configuration designed and currently being installed or implemented at the City of Weston, FL), into Accela's development (DEV) environment, in the Accela Cloud ➢ Demonstration of the operational Accela Civic Platform environment with the City of Weston Configuration Specifically, RedMark will perform the following tasks within the support environment: • Perform a remote system check of the system • Demonstrate that the Accela Civic Platform applications are operational with the City of Weston's configuration • Ensure all tasks are completed on RedMark's side for VPN tunnel with Agency for any necessary integration. RedMark Responsibilities: • Provide timely and appropriate responses to Agency request for information © 2017 RedMark Technologies, LLC. Statement of Work Key Biscayne Page 9 TECHNGLoGIE8 C40 RedMark • Consult with Agency resources to provide technical input and answer technical questions related to the requirements for Accela Civic Platform. Agency Responsibilities: • Provide timely and appropriate responses to RedMark's request for information • Make available the appropriate Agency users to validate system is setup and available • Complete tasks related to setup of VPN tunnel to Accela environment. Acceptance Criteria: • Confirmation of ability to log into the Accela Civic Platform software and view City of Weston's configuration. DELIVERABLE 4: ADDITIONAL CONFIGURATION RedMark will provide professional services for additional support to modify the Small Medium Government (SMG) market configuration (similar to the system configuration designed and currently being installed or implemented at the City of Weston, FL), to meet the specific needs of the Agency as directed by Agency staff. In terms of specific output, the following will be executed for this deliverable: Up to 160 hours of additional support for analysis and configuration changes to City of Weston configuration RedMark Responsibilities: • Provide timely and appropriate responses to Agency's request for information. • Configure the foundational components as defined by the Agency. Agency Responsibilities • Provide timely and appropriate responses to RedMark's request for information. • Make available the appropriate Agency key users and content experts to participate in creating the system in an effort to learn about the system. • Work with RedMark to verify that the system meets the foundational requirements as defined by Agency staff. • The Agency will test the system for purposes of validating the configuration. Acceptance Criteria: • Review and approve that the Accela Civic Platform Solution Foundation meets the requirements documented by Agency staff. • Agency will have 5 business days to conduct initial review of the Solution Foundation. If no changes or comments are requested within the 5 days, the milestone is considered approved by the Agency. Upon delivery of initial feedback, RedMark will complete the necessary changes and updates. The second and final review will have 5 business days for acceptance. • Agency completion and execution of Deliverables Acceptance Form (Appendix C) DELIVERABLE 5: ADDRESS, PARCEL AND OWNERSHIP (APO) DATA CONVERSION This Deliverable includes conversion of Agency Address, Parcel, and Ownership (APO) data to Accela Civic Platform. RedMark leverages a standardized data conversion process for APO data sets and will deliver the standard APO specifications and file templates to be used by the Agency in preparing the data for conversion. The Agency will identify a source for data to update the address, parcel and owner information within the Agency. Data must be provided in Accela's standard format, and RedMark and Agency business and technical experts will work together to 2017 RedMark Technologies, LLC. Statement of Work Key Biscayne Page 10 ell RedMark map the source data to the Accela database. After mapping is done, the RedMark conversion team will develop the conversion program that will populate the Accela system with the appropriate data. In terms of specific output, the following will be executed for this deliverable: ➢ Migrated APO data into Accela Civic Platform testing database environment. RedMark Responsibilities: • Migrate data provided by the Agency into the Agency's Accela Civic Platform testing database environment. • Load data from original source(s) into the Accela standard staging tables. • Agency Responsibilities: • Identify data accuracy / quality issues and resolve them (data scrubbing). • Provide APO data in the format(s) specified by the standard APO documentation that RedMark will provide. • Allocate the time for qualified business and technical experts for the RedMark-led data -mapping sessions that are critical to the project success. • Assist in the data -mapping process. • Allocate the time for qualified personnel to test the conversion for acceptance to ensure that the data is converted successfully. Acceptance Criteria: • Confirmation that APO data has been converted to Accela Civic Platform testing environment. • Agency completion and execution of Deliverables Acceptance Form (Appendix C) DELIVERABLE 6: HISTORICAL DATA CONVERSION Upon Agency approval of the Permits Plus Conversion Specifications document, RedMark will provide a program(s) to migrate appropriate historical data into Accela Civic Platform. This conversion includes historical permits data as well as Licensed Professionals data, as both sets of data are managed by the Agency in the Permits Plus environment. In terms of specific output, the following will be executed for this deliverable: Completion of migrated data into Accela Civic Platform development environment. RedMark Responsibilities: • Provide a program to migrate historical data into Accela's Civic Platform cloud DEV environment. • Data conversion will include up to three (3) conversion loads for client testing. • Validate the successful completion of the migration of historical data into Accela's Civic Platform cloud DEV environment. Agency Responsibilities: • Providing the legacy data source in an accepted format. • Assist in the execution of the data conversion program and provide access to environments as needed. • Provide resources to validate the conversion statistics and the quality of the data converted into Accela Civic Platform. Acceptance Criteria: 2017 RedMark Technologies, LLC. Statement of Work Key Biscayne Page 11 RedMark TECHNOLOGIES • Historical data has been converted to Accela Civic Platform DEV environment according to the Data Conversion Mapping document. • Agency completion and execution of Deliverables Acceptance Form (Appendix C) Acceptance Review Period: • Five (5) business days total SYSTEM INTERFACES The following system interfaces are in scope for this project: • Financial Interface • Payment Processor Interface For each interface, the RedMark technical lead will work together with Agency's technical lead and business leads to document functional and technical requirements of the interface in an Interface Specifications Document. Interface development begins upon written approval of the specifications. It is expected all interfaces will use Accela's GovXML, web services or batch engine. No custom or third party integration tool will be used to accomplish input or output of data to/from the Accela system. In other words, data coming into Accela and data coming from Accela will use the existing integration technology. Agency responsibility includes obtaining permission for level/type of integration from appropriate application owners (including on premises or cloud/hosted, etc.). Further, Agency will ensure that RedMark resources have access to a Dev or Test version of the 3rd party system for interface development. All interfaces will be developed against 1 (one), agreed upon version of the 3rd party system. DELIVERABLE 7: PAYMENT PROCESSOR INTERFACE RedMark will develop an interface between Accela Civic Platform and an Agency provided adaptor for Electronic Payments. Specifically, RedMark will utilize/update the standard E -Payment adaptor to the [system] for Accela Civic Platform (Back-Office/Counter) and ACA (Accela Citizen Access) payment processing. It is assumed that all departments will be using the same version of [system] for payment processing. In terms of specific output, the following will be executed for this deliverable: ➢ Interface Specifications Document • Demonstration of operational interface between Accela Civic Platform and [system] in the development environment. RedMark Responsibilities: • Work with Agency staff to develop interface specifications during configuration. • Use an Accela web service or other tool to implement interface functionality based on the specifications. • Assist the Agency with testing and debugging of the interface. Agency Responsibilities: • Provide timely and appropriate responses to RedMark's request for information, • Allocate the time for qualified business and technical experts for the testing sessions that are critical to the project success. • Identify and coordinate any related tools used to implement the interface (3rd party or in-house development), • Assist in the interface specification development and data mapping process. • Review and approve the interface specification documents. © 2017 RedMark Technologies, LLC. Statement of Work Key Biscayne Page 12 f RedMark • Allocate the time for qualified personnel to test the interface for acceptance to ensure that the data populates successfully according to the interface specification documents. Acceptance Criteria: • Review and approval of the Interface Specification document. • Demonstration of the interface meeting the specific requirements detailed on the interface specifications document. The Agency will not unreasonably withhold acceptance if the Agency opts to complete the task using Agency or third party resources. • Agency completion and execution of Deliverables Acceptance Form (Appendix C) DELIVERABLE 8: BUSINESS PROCESS VALIDATION AND AUTOMATION During the configuration analysis phase of the implementation project, RedMark will identify opportunities to supplement the Accela Civic Platform base functionality via Event Manager Script Engine (EMSE) script development. RedMark will work with key Agency project stakeholders to identify the business rules/processes to be automated. RedMark will work with Agency to identify desired EMSE functionality, and subsequently will help prioritize the scripting needs to be developed by RedMark, with Agency direction. The scripts developed by RedMark can be used as models whereby agency staff can develop and modify additional EMSE scripts as needed. Representative examples of business processes that could be automated by a script listed below. Note that the below list is an example list only and not a list of the actual script(s) that will be developed for the project. • Closing workflows based on inspection results o Use Case: Final Inspection is complete, update workflow; • Automatic assessment of complex fee calculations o Use Case: Auto fee calculation, assessment, and invoicing upon application submittal; • Increment a date based on workflow status change o Use Case: Expiration on Permit is made current every time a workflow is updated; • Preventing inspections based on various criteria o Use Case: Depending on workflow / application status, do not allow an inspection to take place. Prior to the development of a script, the Agency will approve a design specification document that will be created jointly by the Agency and RedMark. The approved document will be used as a basis for determining completion and approval of the deliverable. An initial estimate of 80 hours has been allocated for Business Process Validation and Automation. Additional scripts required by the Agency can be added through a Change Order. In terms of specific output, the following will be executed for this deliverable: • Prioritized list of requirements that require Automation ➢ Specification documents for each required Automation ➢ Demonstration of completed Automations in development or test environments per the specifications document(s) RedMark Responsibilities: • Work with Agency staff to identify potential uses of EMSE scripting. • Assist with development of list of desired EMSE functionality. • Aid the Agency in prioritizing which scripts will be developed by RedMark, • Develop EMSE scripts based on the specifications. • Demonstrate functionality of scripts per specifications. © 2017 RedMark Technologies, LLC. Statement of Work Key Biscayne Page 13 jRedMark Agency Responsibilities: • Allocate the time for qualified business and technical experts for the script requirements sessions that are critical to the project success. • Identify resources that will learn EMSE scripting tolls and approaches for ongoing maintenance. • Prioritize desired EMSE functionality to determine which scripts RedMark will develop. • Provide timely and appropriate responses to RedMark's request for information. • Verify the Event Script Specification meets the intended business requirement. • Allocate the time for qualified personnel to test the script for acceptance. • Ensure that the data populates successfully according to the script requirements document. Acceptance Criteria: • Review and acceptance of design document with written sign -off from the Agency. • Demonstrate a developed script within the system. • Agency completion and execution of Deliverables Acceptance Form (Appendix C). REPORTS Reports are defined as anything that can be printed from the system, including but not limited to, reports, forms, documents, notices, and letters that the Agency wishes to print as identified during configuration analysis. The Configuration Document will define the reports and documents that are required by the Agency to effectively use Accela Civic Platform. These reports will be broken down by level of effort and identified in the configuration document. It is expected that, after the appropriate training on the database and the selected report writing tool is completed, Agency personnel will be able to handle additional and future report requirements. Reports are classified by level of effort: high, medium, and low. High is defined as a report containing significant calculation and/or extensive detail and number of fields — for example a financial statistical report or complex permit. The majority of reports require a `medium' level of effort, which is defined as a report displaying non -calculated and minimal calculated data fields. Reports with a low level of effort are typically letters or notices that contain contact information and basic application data. These reports can be developed using the integral Accela Report Writer included with Accela Civic Platform, Microsoft Report Service (SRS) or Crystal Reports XI Server at the Agency's discretion. These custom reports, whether developed with Accela Report Writer, SRS or Crystal Reports, will be deployed in the Report Manager for use within Accela Civic Platform. DELIVERABLE 9: REPORT SPECIFICATIONS RedMark will develop documents/letters/reports from those identified by the Agency as required for the new system. RedMark and Agency have agreed that RedMark will develop reports based on the following breakdown: • 2 High Complexity • 2 Medium Complexity Prior to the development of a report the Agency will approve report design specification documents that will be created jointly by the Agency and RedMark. The approved documents will be used as a basis for determining completion and approval of the reports. Development of each report cannot begin until agreement on each specification is complete. © 2017 RedMark Technologies, LLC. Statement of Work Key Biscayne Page 14 /RecJMark A proven strategy that combines the use of the Accela Civic Platform Quick Queries, custom reports developed by RedMark that include run-time parameters to allow similar reports to be combined, and the development of other reports by the Agency after training, can ensure that all required reporting requirements are met. In terms of specific output, the following will be executed for this deliverable: ➢ List of identified reports with assigned responsibility for specification and development ➢ Completed Report Specification Documents for each report assigned to RedMark RedMark Responsibilities: • Assist in determining level of effort for reports to assist with prioritization. • Develop report specifications. Agency Responsibilities: • Provide timely and appropriate responses to RedMark's request for information. • Make available the appropriate key users and content experts to participate in the report specification. • Provide information and data in the formats specified by RedMark that will be needed for agreement on the Deliverable. Acceptance Criteria: • Agreement on prioritized list of reports that will be developed by RedMark. • Review and approval of individual Report Specifications documents. The Agency will not unreasonably withhold acceptance if the Agency requests changes to the reports specifications after the initial signoff of the specification by the Agency. • Agency will have 5 business days to review the Report Specification Documents. If no changes or comments are requested within the 5 days, the Report Specification Documents are considered approved by the Agency. • Agency completion and execution of Deliverables Acceptance Form (Appendix C) DELIVERABLE 10: REPORT DEVELOPMENT RedMark will develop custom documents/letters/reports per the specifications developed and approved in Deliverable 9, Report Specifications. Changes to the report specifications after approval can negatively impact project progress and the overall schedule. Therefore, changes to the report specifications after approval requires an analysis by RedMark to determine the level of effort required, and if a change order would be required to complete the work. In terms of specific output, the following will be executed for this deliverable: A total of 4 documents/letters/custom reports per the Report Specification Documents RedMark Responsibilities: • Provide timely and appropriate responses to Agency's request for information. • Develop reports per specifications. • Assist in the validation of the reports in test environment. Agency Responsibilities: • Provide timely and appropriate responses to RedMark's request for information. • Make available the appropriate key users and content experts to participate in the report development and validation activities. 2017 RedMark Technologies, LLC. Statement of Work Key Biscayne Page 15 of RedMark .. . • Request change order if changes to specifications are required. Acceptance Criteria: • Confirmation of report accuracy in the development or test environment per Report Specifications. • Agency completion and execution of Deliverables Acceptance Form (Appendix C) DELIVERABLE 11: ACCELA GIS CONFIGURATION RedMark will install and configure Accela GIS to link and leverage existing Agency GIS information, including assistance with establishing the map service to be used in conjunction with Accela GIS. The following are the main objectives being pursued through the implementation of the Accela GIS: • Look up permit information and parcel information from the Permitting system. • View selection, location, and associated GIS information. • Select one or more parcels and add new applications to the permit system. • Auto -populate spatial attributes for a property in forms (including ACA). During GIS installation, RedMark's technical staff will work with Agency IT staff to ensure that the components for hardware, software, database, network, and Internet are in place for the Accela GIS test and production environments. RedMark technical staff will validate the proper installation and configuration of the Accela GIS environment. In terms of specific output, the following will be executed for this deliverable: ➢ Accela GIS installed on Agency server(s) • Accela GIS Admin Training RedMark Responsibilities: • Install RedMark software and perform quality assurance checks on the configuration and performance based on acceptance criteria mutually developed by RedMark and the Agency. • Demonstrate that the Accela GIS applications are operational in the Agency computing environment thus communicating with the Accela Civic Platform system. • Assist the Agency in identifying and developing Proximity Alerts and Dynamic Themes • Does not include external APO (XAPO). Agency Responsibilities: • Arrange for the availability of appropriate staff for the system installation, setup, testing, and quality assurance throughout the setup process. • Order and procure necessary hardware, non-Accela systems software, and networking infrastructure as specified by RedMark. • Provide people and physical resources based on the dates outlined in the project schedule. • Prepare the hardware, software, and network in accordance with the specifications provided by RedMark. • Provide RedMark with network access for remote installation and testing. • Provide information and data in the formats specified by RedMark that will be needed for the GIS implementation. Acceptance Criteria: • Demonstration of operating Accela GIS in test environment. • Agency completion and execution of Deliverables Acceptance Form (Appendix C) Page 16 O 2017 RedMark Technologies, LLC. Statement of Work Key Biscayne f RedMark DELIVERABLE 12: ACCELA CITIZEN ACCESS CONFIGURATION This deliverable includes setup and configuration of Accela Citizen Access (ACA) on the Agency Dev site. RedMark will work with the Agency representatives to assess and implement Accela Citizen Access to extend certain aspects of the intemal Accela Civic Platform configuration for use by the general public. Features available for configuration include: • Record Research • Permit Application and Issuance / On -Line Payments • License Renewals / On -Line Payments • Inspection Request Entry • Inspection Results Research • Status tracking In terms of specific output, the following will be executed for this deliverable: ➢ Accela Citizen Access Configuration Specifications Document (MS Word) ➢ Configuration of Online Record types in Accela Civic Platform • Accela Citizen Access Admin Training RedMark Responsibilities: • Setup Accela Citizen Access in Dev environment. • Assist agency in set up and validation of merchant account integration. • Work with the Agency to determine which services to expose to the public via Accela Citizen Access. • Create configuration specification for Accela Citizen Access based on analysis with the Agency. • Configure the Online Record types defined in the System Configuration Document in Accela Citizen Access. Agency Responsibilities: • Obtain a merchant account, and deploy an internet-enabled payment engine. • Validate that the configuration specification for Accela Citizen Access meets Agency requirements based on details from the Configuration phase of the project. • Perform testing of all Online Record types for purposes of validating the configuration. Acceptance Criteria: • Accela Citizen Access Configuration Analysis Document provides details of all configuration elements based on Accela Civic Platform back office configuration. • The base configuration of Accela Citizen Access is configured as documented in the approved Accela Citizen Access Configuration Specification Document. • Demonstration of the operational Accela Citizen Access functionality per the specification document(s). • Agency completion and execution of Deliverables Acceptance Form (Appendix C) Acceptance Review Period: • Five (5) business days DELIVERABLE 13: ACCELA MOBILE OFFICE CONFIGURATION RedMark will configure the Accela Mobile Office application. As part of this deliverable RedMark will perform the configuration tasks required to ensure Accela Mobile Office interfaces with Accela Civic Platform in both a test and production environment. Using Accela Mobile Office, an Agency inspector can perform activities such as: O 2017 RedMark Technologies, LLC. Statement of Work Key Biscayne Page 17 '% RedMark " Result inspections/investigations in either store/forward or wireless mode " Print reports in the field (if applicable  AMO reports are not included) Analysis activities with the Agency will result in the baseline Mobile Office Configuration Specifications. Subsequently, RedMark's staff will extend base configuration of Accela Mobile Office per the Mobile Office Configuration Specifications. In terms of specific output, the following will be executed for this deliverable: y Demonstration of operation system per Accela Mobile Office Configuration Specifications Document Accela Mobile Office Admin Training RedMark Responsibilities: " Create configuration specifications for Accela Mobile Office based on analysis with the Agency. " Configure Accela Mobile Office based on approved specifications. Acceptance Criteria: " The base configuration of Accela Mobile Office in the Development or Test environment is configured as documented in the Accela Mobile Office Configuration Specifications. " Agency completion and execution of Deliverables Acceptance Form (Appendix C) Acceptance Review Period: " Five (5) business days total DELIVERABLE 14: ELECTRONIC DOCUMENT REVIEW CONFIGURATION This deliverable is comprised of the activities that will enable the submission, review and markup of documents to work effectively given the Agency's configuration. RedMark will leverage stamps provided out -of -the box, or from its stock of stamps, and provide instruction available from Accela on the creation of stamps to the Agency. The Agency will be responsible for creating any additional stamps that will be applied through configuration. RedMark will also leverage buttons provided out of the box and provide instruction available from Accela on the creation of custom buttons with links. The Agency will be responsible for creating any buttons that will be applied through configuration. RedMark will work with the Agency to identify and review: " Documents that will be submitted online through Accela Citizen Access and Accela Civic Platform as part of the review process. " Agency workflows associated with the document review process. " Requirements for workflow tasks I statuses I assignments for each role (e.g. intake personnel, plan reviewers, plan processors approvers, etc.) in support of Agency workflow. " Versioning of documents submitted / reviewed. " Process steps within the Agency's workflow associated with reviewing the plan. " Requirements for notifications via email. " Identify stamps to be used on submitted documents (if applicable). " Identify buttons to be used to quickly access Web -based regulatory codes (if applicable). " Information that will be exposed to the public via Accela Citizen Access. In terms of specific output, the following will be executed for this deliverable: Configuration of Accela Electronic Document Review RedMark Responsibilities: 2017 RedMark Technologies, LLC. Statement of Work Key Biscayne Page 18 f RedMark • Install Accela Electronic Document Review on up to 2 client PC's and train the Agency so they can install on additional PC's. Agency Responsibilities: • The Agency will have installed .Net Framework 4.0 Client Profile and Adobe Acrobat Pro software. Adobe Acrobat Pro must be purchased and installed separately for each Agency user who will be interacting with Accela Electronic Document Review for plan review and markups. • Make available the appropriate subject matter experts to provide needed information, participate in the analysis and verify the accuracy of the information provided. • Creation of additional Adobe activities (stamps and buttons). • Provide timely and appropriate responses to RedMark's request for information. Acceptance Criteria: • Demonstration of the operational Accela Electronic Document Review functionality. • Agency completion and execution of Deliverables Acceptance Form (Appendix C). Acceptance Review Period: • Five (5) business days DELIVERABLE 15: ADMINISTRATIVE AND TECHNICAL TRAINING RedMark will provide training for Agency staff that focuses on the administration, maintenance, and augmentation of its Accela Civic Platform configuration. Our aim at RedMark is to educate Agency resources on all aspects of Accela Civic Platform in an effort to ensure the Agency is self-sufficient. This allows the Agency to best react to changing requirements and ongoing maintenance, which can allow the Agency to be reactive and significantly reduce system maintenance costs over time. In terms of specific output, the following will be executed for this deliverable: • 1 Administrator Training — 2 to 3 days (remote or onsite) Y 1 Database Schema (report writing) Training — 4 hours (remote) • 1 EMSE Basic (scripting) — 4 hours (remote) RedMark Responsibilities: • Coordinate with the Agency to define training schedule and logistics. • Deliver training per the specific requirements listed above. Agency Responsibilities: • Select and prepare the power -users who will be participating in the training and subsequently training end users. • Arrange the time and qualified people for the training who are critical to the project success. • Provide suitable Agency facilities to accommodate various training classes. • Ensure that users are proficient in using PC's in a Windows environment as a prerequisite for the course. • Ensure that users are familiar with use of standard Internet browsers as a prerequisite for the course. Acceptance Criteria: • Execution of listed training courses. • Agency completion and execution of Deliverables Acceptance Form (Appendix C) 2017 RedMark Technologies, LLC. Statement of Work Key Biscayne Page 19 ellRedMark DELIVERABLE 16: DAILY USER TRAINING This Deliverable includes the Delivery by RedMark to Agency of 2 instances of the Daily User Training course (2 days onsite). Accela best practices have proven that class sizes no larger than 14 participants are more successful with students who meet the pre -requisites of the course. The RedMark Trainer has the right to modify the class size to ensure successful instruction with Agency agreement. End User Training should be coupled with the Agency delivering supplementary user training to its staff using the core Use Cases documented in each System Configuration Document. RedMark recommends that Agency adopt the "80/20 rule" for training, focusing the majority of their training on the 80% of what the Agency normally does operationally. The recommended supplementary training conducted by the Agency can utilize business experts from each area to train on all aspects of their configuration. RedMark will deliver current training documentation in a format that can be used to customize the documentation. Documents delivered by RedMark to the Agency will be valid for the release that the Agency is trained. Documents delivered by RedMark may not be shared with any other agency or Company per the Non -Disclosure Agreement. In terms of specific output, the following will be executed for this deliverable: ➢ 2 instances of Daily User Training (onsite only) RedMark Responsibilities: • Coordinate with the Agency to define training schedule and logistics. • Provide 2 of Daily User Training. Agency Responsibilities: • Select and prepare the power -users who will be participating in the training and subsequently training end users. • Arrange the time and qualified people for the training who are critical to the project success. • Provide suitable Agency facilities to accommodate various training classes. • Ensure that users are proficient in using PC's in a Windows environment as a prerequisite for the course. • Ensure that users are familiar with use of standard Internet browsers as a prerequisite for the course. Acceptance Criteria: • Execution of 2 instances of the End User Training course to the Agency. • Agency completion and execution of Deliverables Acceptance Form (Appendix C) DELIVERABLE 17: USER ACCEPTANCE TESTING (UAT) This deliverable is comprised of the assistance RedMark will provide to allow the Agency to develop and accept that the solution meets the requirements as documented in all the deliverables. RedMark will assist the Agency in the development, testing and validation of the solution and its readiness to be migrated to production for active use and will assist in transferring the solution and any required data from Support to Production. RedMark will provide support for training, oversight, answering questions and addressing issues discovered in User Acceptance Testing. It should be noted that it is critical that the Agency devote ample time and resources to his effort to ensure that the system is operating per signed specifications and ready for the move to production. The testing effort will require a significant time investment by the Agency, and coordination of resources is critical. At this point in the implementation process, the Agency should test individual components of functionality of the solution (i,e., functional and/or unit testing), and also test to ensure that the interrelated parts of the Accela Civic Platform solution are operating properly (i.e., integration testing). © 2017 RedMark Technologies, LLC. Statement of Work Key Biscayne Page 20 6 RedMark RedMark will provide assistance to the Agency as needed by providing User Acceptance Testing (UAT) support and facilitating completion of UAT. RedMark will address and rectify issues discovered during the UAT process as Agency staff executes testing activities. RedMark will work with the Agency to develop a test plan and deliver sample test scripts, as well as an issue log to track the progress of testing. It should be noted that RedMark will plan for a total of 2 weeks to complete this deliverable. If the Agency does not devote adequate time and staffing to UAT in order to completely test the solution, RedMark may opt to postpone go -live at the Agency's expense. RedMark will work diligently with Agency to ensure this does not occur and provide several opportunities for the Agency to add additional staff and time to this effort before recommending a postponement or delay. In terms of specific output, the following will be executed for this deliverable: • Resolution of issues resulting from Agency User Acceptance Testing r Fully tested system that is ready to move to production for go -live RedMark Responsibilities: • Provide recommendations on testing strategy and best practices. • Provide assistance to Agency in the development of User Acceptance test scrips • Lead the Agency in up to 2 weeks of User Acceptance testing effort and the validation of the system configuration and its readiness to be migrated to production for active use. • Resolution of issues as a result of User Acceptance Testing activities. Agency Responsibilities: • Provide timely and appropriate responses to RedMark's request for information. • Make available the appropriate Agency key users and content experts to participate in user acceptance testing as defined and managed by Agency. • With the assistance of RedMark, develop the User Acceptance test scripts. • Utilize the use cases documented in each Configuration Document Deliverable as the basis for the acceptance of this Deliverable. Acceptance Criteria: • Completion of up to 2 weeks of UAT • Agency completion and execution of Deliverables Acceptance Form (Appendix C) DELIVERABLE 18: PRODUCTION SUPPORT Production date is defined as the official date in which Accela Civic Platform is deployed and moves from the test environment to Go -Live production for daily Agency usage. This date will be agreed to by both RedMark and the Agency at project inception. It may be altered only by change order agreed to by both parties. In the weeks prior to moving to Production, RedMark will assist in final data conversions, system validation, staff preparation assistance and training, and coordination of deployment. In terms of specific output, the following will be executed for this deliverable: r Deployment support prior to moving to Production ✓ Setup of Integration points in Production r Final Conversion run during cutover ✓ Accela Civic Platform used in Production environment for Agency daily use 2017 RedMark Technologies, LLC. Statement of Work Key Biscayne Page 21 j RedMark RedMark Responsibilities: • Provide on -site resources to support the move to Production effort. • With assistance from the Agency, lead the effort to transfer the system configuration and any required data from Support to Production. • Assist in the development of a Pre -Production checklist that details the critical tasks that must be accomplished prior to moving to Production. Agency Responsibilities: • Provide technical and functional user support for pre and post Production Planning, execution, and monitoring. • Provide timely and appropriate responses to RedMark's request for information. • Assist in the development of a Pre -Production checklist that details the critical tasks that must be accomplished prior to moving to Production. • Make available the appropriate Agency key users and content experts to participate in user acceptance testing as defined and managed by Agency. Acceptance Criteria: • Deployment support prior to moving to Production. • Production system is first used by the Agency for daily use. • Agency completion and execution of Deliverables Acceptance Form (Appendix C) DELIVERABLE 19: POST DEPLOYMENT SUPPORT AND TRANSITION TO CRC This deliverable is comprised of the post- Production support assistance that RedMark will provide to address issues and provide consultative advice immediately following the move to Production for daily use. RedMark will provide support for 3 weeks immediately following deployment (go -live). RedMark will work with the Agency to identify and address issues identified during this period using a Post Production Issues List. This list will be comprised of issues related to the defined deliverables listed in this SOW, which will be addressed by RedMark, as well as any other issues that the Agency wishes to track (not RedMark Responsibility). Examples of issues the Agency is responsible for include training issues, functional changes beyond the scope of this Statement of Work, cosmetic changes, and procedures related to the use of Accela Civic Platform. Specifically, RedMark will not be developing or creating additional reports, conversions, interfaces, records types and workflow processes that were not included in the scope of this project. At the end of the support period, RedMark will provide a final a final copy of the issue tracker to the customer and disable the list. Additionally a formal meeting will be scheduled with the Agency, RedMark Services Team, and Accela CRC for the purpose of transitioning support of future issues and question from the Agency to Accela CRC. In terms of specific output, the following will be executed for this deliverable: ➢ 3 weeks of Post Deployment Support Y Finalized post production issues list D Transition of Agency from Services team to Customer Resource Center for ongoing support RedMark Responsibilities: • Provide post -production support for RedMark developed configuration and components. • Assist with the identification of issues for the Post Production Issues List. 2017 RedMark Technologies, LLC. Statement of Work Key Biscayne Page 22 ., TECHNOLOGI,ES., ikit RedMark • Assist with issues that may arise related to the deliverables in this SOW. • Transfer ongoing support of the client and to the CRC to address any post Production issues that require remediation. Agency Responsibilities: • Provide technical and functional user support for post -production support and monitoring. • Develop and maintain a Post Production Issues List. • Provide timely and appropriate responses to RedMark's request for information. • Make available the appropriate Agency key users and content experts to participate in user acceptance testing as defined and managed by Agency. Acceptance Criteria: • Execution of 3 weeks post -Production support. • Official transfer from the RedMark Services project team to the Customer Resource Center (CRC). (Rest of page intentionally left blank) 2017 RedMark Technologies, LLC. Statement of Work Key Biscayne Page 23 0 RedMark PAYMENT SCHEDULE The table below represents the Services payments to be made during the project. Table below may change as SOW is refined. Deliverable # Description Due upon contract signature Amount N/A N/A 1 Project Initiation $8,778.00 2 Acceia Civic Platform System Setup $14,277.00 3 Transfer and Install Small Medium Government (SMG) Market Configuration $25,000.00 4 Additional Configuration $10,000.00 5 Address, Parcel, Owner (APO) Data Conversion $9,000.00 6 Historical Data Conversion $22,000.00 7 Payment Processor Interface $16,000.00 8 Business Process Validation and Automation $10,000.00 9 Report Specifications $4,000.00 10 Report Development $6,000.00 11 Accela GIS Configuration $2,500.00 12 Accela Citizen Access Configuration $2,500.00 13 Accela Mobile Office Configuration $2,500.00 14 Electronic Document Review Configuration $2,000.00 15 Administrative and Technical Training $3,500.00 16 Daily User Training $5,500.00 17 User Acceptance Testing (UAT) $4,500.00 18 Production Support $2,500.00 19 Post Deployment Support and Transition to CRC $4,290.00 N/A Due after final Deliverable Acceptance $12,555.00 P PROFESSIONAL SERVICES $167,400.00 Estimated Travel (up to 12 onsite trips) included SERVICES + TRAVEL $167,400.00 EXPENSES The overall fee listed in the Billing Terms section is inclusive of all expenses. Up to 12 onsite trips are included in this SOW. If additional travel is necessary required, upon mutual agreement of both parties, travel, lodging, and transportation will be scheduled and paid for directly by the Agency at the request of RedMark. CONTRACT SUM The total amount payable under this Agreement is therefore $167,400.00. 2017 RedMark Technologies, LLC. Statement of Work Key Biscayne Page 24 co( RedMark The estimated fees for this SOW are predicated on the timely completion of project milestones. However, should completion of milestones slip due to actions of Agency, and should this slippage result in material effort to RedMark in excess of the hours provided for in this document, RedMark will produce a change order at a rate of $150.00 per hour for additional hours in support of the scope and deliverables contained herein. Any change order will need to be approved by both Agency and RedMark. Change orders will need to be approved within three business days of delivery to avoid a halt of work on the engagement. PROJECTS PUT ON HOLD It is understood that sometimes Agency priorities are revised requiring the Agency to place the Accela Civic Platform implementation on hold. The Agency must send a formal written request sent to RedMark in order to put the project on hold. A project can be on hold for up to 90 days without invoking the termination clause (see Services Agreement). After that time, RedMark can choose to cancel the rest of the Statement of Work. To finish the project will require a new Statement of Work at new pricing. When a project is put on hold, at minimum, Accela will need to draft a Change Order to keep some of the Accela project manager's time engaged to monitor progress and to resource the project once it comes off hold. Other Change Order items may be needed as a result of the delay. When a project goes on hold, project resources will be re -deployed and RedMark will need a forty-five (45) calendar day notice to re -staff the project. Resumption of the project will be dependent upon RedMark resourcing timelines. Should the Agency become non -responsive to RedMark communications for a term of 30 calendar days regarding continuance of the project work, RedMark can choose to cancel the remainder of the Statement of Work. To finish the project will require a new Statement of Work at new pricing at the current rates. CHANGE ORDERS In order to make a change to the scope of Professional Services in this SOW, Agency must submit a written request to RedMark specifying the proposed changes in detail. RedMark shall submit to Agency an estimate of the charges and the anticipated changes in the delivery schedule that will result from the proposed change in the Professional Services ("Change Order"). RedMark shall continue performing the Professional Services in accordance with the SOW until the parties agree in writing on the change in scope of work, scheduling, and fees therefore. Any Change Order shall be agreed to by the parties in writing prior to implementation of the Change Order. If RedMark's effort changes due to changes in timing, roles, responsibilities, assumptions, scope, etc. or if additional support hours are required, a change order will be created that details these changes, and impact to project and cost (if any). Any change order shall be signed by Accela and Agency prior to commencing any activities defined in the change order. Standard blended rate for RedMark resources is $150.00 per hour. EXPIRATION The scope and terms of this SOW must be executed as part of the Agency Services Agreement within sixty (60) calendar days of the date of this SOW. If the SOW is not executed then the current scope and terms can be renegotiated. PROJECT ASSUMPTIONS • Agency and RedMark will review their responsibilities before work begins to ensure that Services can be satisfactorily completed. • Agency shall provide the necessary tools, accounts, and permissions that will enable RedMark to access the Agency's internal network for the purpose of remote installation and testing (if applicable for Agency hosted solutions). This access must be provided through industry standard tools such as Virtual Private Network © 2017 RedMark Technologies, LLC. Statement of Work Key Biscayne Page 25 RedMark TECttNaLaStES: (VPN). Failure to provide this access in a timely fashion will result in a project delay. Such a delay will result in a Change Order. • Agency agrees during the Initiation Phase of the project to assign a single designated approver for each major project deliverable. The designated approver will be responsible for overseeing and/or directly participating in the design and development, as well as the approval, of the deliverable. Agency may make changes to designated approvers with written notification to RedMark a minimum of one month before a deliverable is due. • Agency will provide work space for RedMark Services for work completed on Agency premises. • RedMark will implement the most current version of Accela Civic Platform at the time of the contract signing. If Agency chooses to upgrade the system, additional costs will be incurred and managed via a Change Order. • Agency will maintain primary responsibility for the scheduling of Agency employees and facilities in support of project activities. • Agency will ensure that RedMark resources have access to a Development or Test version of the 3rd party system for interface development. All interfaces will be developed against 1 (one), agreed upon version of the 3m party system. • If applicable, Agency will provide/purchase/acquire the appropriate hardware, software and infrastructure assets to support all required Accela software products in both support/testing and production environments as defined in the project schedule. • If payment processing for Accela Citizen Access is included in this SOW, Agency will provide/purchase/acquire an online merchant account and all related hardware required by the merchant account provider for the handling of credit cards and/or checks. • For Agency hosted solutions, Agency is responsible for proper site preparation, hardware, software, and network configuration in accordance with RedMark specifications. • For Agency hosted solutions, RedMark will be responsible for implementing a functioning version of the application software at the Agency (assuming the Agency has installed the proper hardware, software, and networking devices). • RedMark will provide the Agency with a Weekly Status Report that outlines the tasks completed during the prior week, the upcoming tasks that need to be completed during the following week, the resources needed to complete the tasks, a current version of the project plan, and a listing of any issues that may be placing the project at risk (e.g., issues that may delay the project or jeopardize one or more of the production dates). • Agency will provide RedMark with access to test and development environments for each Agency system that requires integration with Accela Civic Platform. • RedMark personnel will attend Agency executive steering committee meetings as needed. • Agency has committed to the involvement of key resources and subject matter experts for ongoing participation in all project activities as defined in the project plan associated with this SOW. • The project schedule is managed using Microsoft Project. Should any tasks slip behind schedule ten (10) business days, RedMark and Agency will escalate according to the Communication Plan in the Project Charter. PROJECT RESOURCES AND LOCATION OF WORK WORK LOCATION Services contracted under this SOW may be performed remotely and/or at the Agency's on -site facilities (except where on -site services are specifically provided for in this SOW) as deemed appropriate and reasonable for the successful completion of the Services detailed herein. 2017 RedMark Technologies, LLC. Statement of Work Key Biscayne Page 26 �%f RedMark AGENCY RESOURCES Agency must fill the appropriate roles with the appropriate personnel to work together with the RedMark Engagement Team for these Services and that Agency will make available additional resources as needed for the Services to be successful. Agency roles can be filled by the same person. In addition, Agency will provide all necessary technical resources to make appropriate modifications within any Agency systems wishing to integrate with any Accela systems. These resources must be proficient in Agency coding/development environment and tools, to make the required changes to their software to enable integration and must be available during the timeframe of these Services. Agency roles include Sponsor, Project Manager, Technology Manager, and Business Lead(s) for each Division/department being implemented, Super User trainers, and others as appropriate. enc Resources Responsibilities include: Project Sponsor Project Manager " Ultimate responsibility for the success of the project, " Creating an environment that promotes project buy -in, " Driving the project through all levels of the agency, " High-level oversight throughout the duration of the project, " Serving as the primary escalation point to address project issues in a timely manner. Responsibilities include: " Overall administration, coordination, communication, and decision - making associated with the implementation; " Planning, scheduling, coordinating and tracking the implementation with RedMark and across departments within the agency; " Ensuring that the project team stays focused, tasks are completed on schedule, and that the project stays on track. Division/Departmental Busines s Leads A user representative for each affected department must be appointed to facilitate analysis and configuration and serve as a decision -making entity for that group. These critical appointments may well determine the success of the implementation for their respective areas. Responsibilities include: " Attending requirements workshop sessions; " Willing and able to gather data and make decisions about business processes; " Assist in the creation of specifications for reports, interfaces & conversions " Review and test the system configuration; " Participating in the implementation of the Accela Civic Platform solution. :Responsibilities include: Division/Departmental Subject Matter Expert (SME) " Being trained on the Accela Civic Platform system at a System Administration level; � 2017 RedMark Technologies, LLC. Statement of Work Key Biscayne Page 27 Technical Lead • Being fully engaged in the Business Analysis and system configuration activities; • Assist internal efforts towards the creation of reports, interfaces & conversions; • Assist in the review and testing of the system configuration; • Actively participate in the full implementation of the Accela Civic Platform solution. Responsibilities include: • Primary responsibility for the technical environment during the software implementation; • Ensure that servers, databases, network, desktops, printers, are available for system implementation and meet minimum standards; • Work with RedMark technical personnel during implementation; • Maintain test and production databases; • Perform day-to-day maintenance of the system and install maintenance releases; • Act as the primary technical resource for troubleshooting problems; • .Establish and maintain backup, archival, and other customary maintenance and housekeeping activities. REDMARK RESOURCES RedMark will assign key Professional Services resources for this engagement with Agency. These individuals are well versed in the Accela Civic Platform application, and are well qualified to lead this effort. RedMark's Project Manager shall assume full responsibility for the coordination of this team and its interaction with key Agency resources assigned to the effort. The main roles are as follows: RedMark Resources Project Executive ;Project Manager Descri tion The Project Executive oversees the project's progress/direction and works with the Project Manager to ensure efficiency, consistency and quality in delivery of Accela implementations. The Project Executive actively participates in a project director/executive role. The Project Executive will meet with Agency Executives monthly or upon request throughout the duration of the project. The RedMark Project Manager is responsible for the overall project management and ,works directly with the client throughout all aspects of Accela implementations: from the initial scoping, planning, staffing to delivery. The Project Manager undertakes the project administration tasks including: • Project plan management, • Change order management, • Issue log management and escalation, • Status reporting, • Project workspace management, • Resources management, • Work plan management, • Meetings management, Page 28 2017 RedMark Technologies, LLC. Statement of Work Key Biscayne CARedMark • Project review with Project Executive. !In addition, the Project Manager will actively participate in leading the System ',Configuration Analysis sessions and will be responsible for the creation of the System ;Configuration Document. The Senior Implementation Consultant assigned to the project will have major ;experience in the business process as well as the product functionality and is !responsible for: Senior Implementation Consultant Implementation Consultant Technical Consultant Training Consultant • • • • Business analysis activities: Mapping the clients business processes and requirements to the functionality of Accela's products and the creation of solution design, Leading system configuration activities, Providing training/mentoring to agency staff, Recommend industry best practices to agency to enhance business processes, Guide agency on how best to configure the system based on past experiences and software expertise. ;Implementation Consultant resources support the project and typically focus on the (flowing tasks. • The configuration of the system to match the System Configuration document. • Build activities within the project, such as conversion data mapping, creation of reports and interface specification. !RedMark Technical Consultants are involved in all areas that require knowledge o server -side considerations and Accela add-on products such as: • Application installation and setup (Accela Civic Platform, Accela GIS, Accela Mobile Office, and Accela Citizen Access), • Report definition and creation, • Event Manager Script definition and programming, • Database Conversions and data mapping assistance, • Interface specifications and development. Training Consultants are responsible for Accela Training classes with assistance from Implementation consultants, depending on the nature of the specific project. 2017 RedMark Technologies, LLC. Statement of Work Key Biscayne Page 29 1 RedMark ACCEPTANCE The Services contracted for in this Statement of Work will be considered Accepted when all Deliverables defined in the Work Description Section have been accepted by Agency as defined for each Deliverable. Additionally, transition to Accela's Customer Service Center, CRC has been completed. The live system has been handed over to the CRC and the transfer of knowledge from the Project Team to the CRC has also been completed. All training has concluded and project documentation has been handed over to the CRC. Accepted By: Village of Key Biscayne Accepted By: By: RedMark By: /P rint e: vile\ L. Ibe4 Print Na -: jA)u.iie,V Clue tle: 11103e Hark a3e r Title: ever i66244," Date: / rl Date: 0 /a 7/26(7 (Rest of page intentionally left blank) © 2017 RedMark Technologies, LLC. Statement of Work Key Biscayne Page 30 0 RedMark APPENDIX A - ACCELA IMPLEMENTATION METHODOLOGY RedMark will deliver its Services to the Agency by employing the methodology detailed in this section. This is a proven methodology that guides the project from inception to deployment, thereby increasing the chances of successfully implementing Accela software products. Project delivery through execution of this Implementation Life Cycle is described below. IMPLEMENTATION LIFE CYCLE Thorough execution of these six stages ensures that Accela customers receive high -quality services throughout the project engagement. Figure 1 - Accela Methodology Develop Solutions and Customization Review Goats and Analyze and Design Configure System Solution Plan Project Test, Train and Prepare for Go Live Production Support Go Live and Post As illustrated in the figure above, the stages of project delivery flow in linear direction, although many tasks run in parallel as appropriate to avoid unnecessary project delays. Each stage has pre -defined objectives, tasks and associated deliverables. Depending on the exact scope of the project, a full complement or subset of all available deliverables will be delivered through the services defined for the project. Employing this deliverables -based approach ensures that RedMark and the Agency understand the composition and 'downstream' impact of each project deliverable to ensure the project is delivered with quality and in a timely manner. INITIATION Initiation represents the first stage in the lifecycle. During the Initiation stage, project contracts and the SOW are finalized, project scope and objectives are reviewed, and project planning activities and deliverables are completed. In terms of specific deliverables, common output from the Initiation Phase is as follows: • Project Charter, • Baseline Project Plan, • Project Status Report Template, • Project SharePoint Site pre -loaded with baseline documentation, • Project Initiation Meeting. TO -BE ANALYSIS To -Be Analysis is the second stage in the lifecycle. During the Analysis stage, RedMark reviews existing agency documentation, interviews agency staff, and conducts workshops to understand the "To -Be" vision of the Agency that can be executed with the aid of Accela Civic Platform. It is during this Phase that RedMark gains a deeper understanding of Agency processes and business rules; simultaneously, the Agency begins to gain a deeper understanding of the methodology and Accela Civic Platform capabilities. A key output of this Phase is the To -Be Analysis Documents) which serve as the 'foundation' for configuration of Accela Civic Platform to support germane elements of the Agency "To -Be" vision. Supplementing the To -Be © 2017 RedMark Technologies, LLC. Statement of Work Key Biscayne Page 31 1151 RedMark Analysis Document(s) are all other configuration specifications documents related to data conversion, interfaces, reports, and event scripts. SOLUTION FOUNDATION Solution Foundation is the third stage in the lifecycle. It begins upon completion of Stage 2 and should be completed prior to the next stage, Build. During the Solution Foundation stage, Accela Civic Platform will be built to match the to -be processes agreed to in the Analysis stage. Essential to this effort is the configuration of the Record (Case, Application, Permit, Work Order, etc.) types that were agreed to during the Analysis phase. Configuration of in -scope record types is comprised of, but not limited to: • User -defined fields (Application -Specific Information and Task -Specific Information), • Workflows and statuses, • Fee structures and rules, • Inspection data. BUILD Build serves as the fourth stage in the lifecycle, and execution of this stage overlaps Configuration, but ends after Configuration is complete. During the Build stage, all defined elements during the Analysis stage beyond the Solution Foundation will be implemented. This includes conversions, event scripts, interfaces and reports. In terms of specific deliverables, common output from the Build Phase is as follows: • Event Script Development, • Report Specifications and Development, • Data Conversion Specifications and Development, • Interface Specifications and Development. READINESS Readiness is the fifth stage in the lifecycle. During the Readiness stage Accela Civic Platform is fully tested, errors are identified, documented and corrected. Additionally, the solution is prepared for deployment. In addition, system administrators and end users are trained so that all appropriate agency staff members are prepared to use and maintain the software once the move to production occurs. In terms of specific deliverables, common output from the Readiness Phase is as follows: • User Acceptance Testing, • End -User Training. DEPLOY Deploy is the sixth and final stage in the lifecycle. During the Deploy stage the applications are moved to production; all requisite pre -production activities are identified, tracked and completed, and post -production analysis and review is completed. Upon moving to production, the Accela Civic Platform applications are transitioned to the Accela Customer Resource Center (CRC") for ongoing support. A formal transition will occur between the Services team and the CRC that instructs the agency on available communication channels (telephone, email, online tracking system) and use of the Accela knowledge base. Lastly, all documented issues or enhancement requests will be transitioned from the Services team to the Customer Resource Center. In terms of specific deliverables, common output from the Deploy Phase is as follows: • Pre -Production Checklist Development, Tracking and Execution, • Move to Production, © 2017 RedMark Technologies, LLC. Statement of Work Key Biscayne Page 32 RedMark ' /! TLCWNQL DQIES • Post Production Analysis, • Formal Transition to the CRC for Ongoing Support (Rest of page intentionally left blank) © 2017 RedMark Technologies, LLC. Statement of Work Key Biscayne Page 33 if ell RedMark APPENDIX B - DATA CONVERSION ASSUMPTIONS The following information provides detail related to the scope of Accela's data conversion offerings. Due to the inherent complexity of conversion activities, it is critical to address and understand common questions and misconceptions. Any conversion activity or requirement not included in this section is considered out of scope, and may be addressed through a change order for RedMark services. GENERAL INFORMATION AND REQUIREMENTS FOR HISTORICAL CONVERSIONS The standard data conversion includes the conversion of transactional data to the Accela Civic Platform database when a configured destination exists. In the event there is no destination for legacy transactional data then it will be required to be converted as best fits into another area of the configuration or excluded from the conversion effort. RedMark will perform unit testing of the conversion program including spot checks of the data within Accela Civic Platform in order to identify if data corruption issues exist. Extensive quality assurance of legacy/historical data by the agency is required in order to ensure accurate transfer of data. A completed, signed off, Solution Foundation must be available before RedMark will begin the data conversion mapping effort. Each data source is counted as an individual and separate data conversion effort, even if multiple historical data sources are populating the Accela Civic Platform. DATA CONVERSION ASSUMPTIONS - "As -Is" Approach: Conversion of transactional tables, Address/Parcel/Owner (APO) data, Professional License data is executed "As -is" into Accela Civic Platform. "As -is" means that the data will be transformed as mapped to existing configuration elements in Accela Civic Platform. The conversion process will not create configuration data or alter the mapped data when processed into Accela Civic Platform. Additionally this means if invalid, inaccurate, or incomplete data is provided, it will be loaded into Accela Civic Platform "As -Is". Invalid data may be rejected by the loading process and tools, in which case said data would not be loaded into or available to view on Accela Civic Platform. All data cleanup must occur prior to execution into Accela Civic Platform. - Accela Data Conversion Tools: Data will be mapped and converted utilizing Accela's Extract, Translate and Load ("ETL") toolset. This will assist to ensure the accuracy of the mapping. The data mapping tool ensures that the legacy source to Accela Civic Platform solution is accurate and prevents data from failing to convert, while the execution tool can be used to consistently run conversion process and track statistics. Acceptable Data Formats For Historical Conversion: It is expected that the Conversion Source Data be provided in an Oracle 10g/11g or Microsoft SQL Server 2000/2005/2008 database format. In the event that the source is not in an acceptable format, RedMark will provide recommendations for transposing the data in the proper format. - Acceptable Data Formats For Reference Conversion: It is expected that the Conversion Source Data be provided in Oracle 10g/11g, Microsoft SQL Server 2000/2005/2008, or pipe delimited flat file format. In the event that the source is not in an acceptable format, RedMark will provide recommendations for transposing the data in the proper format. - Documents: Historical/Legacy data conversion does not include the conversion of attached documents. If conversion of documents is required, this will be priced as a separate conversion effort. If requested, the documents will be converted to the configured primary electronic document management system (EDMS). See Standard Document Migration for additional details. Documents Data Conversions are considered a separate and standalone conversion effort, and are therefore counted individually, even if the documents are part of another system that is being converted into Accela Civic Platform. © 2017 RedMark Technologies, LLC. Statement of Work Key Biscayne Page 34 0 RedMark STANDARD DOCUMENT MIGRATION The standard document conversion may be utilized to convert record/permit level attached electronic documents into the configured Accela Civic Platform EDMS systems. In the event a 3rd party EDMS is used by Accela Civic Platform, it is still possible to convert documents if the 3rd party interface supports the create method. At a minimum the electronic document(s) to be converted must exist in a Microsoft Windows accessible file system (ex. NTFS, FAT32) and have the ability to identify the associated Record ID in order to be converted. In the event that the files exist in a database they must be extracted into a windows file system prior to be evaluated for conversion. (Rest of page intentionally left blank) 2017 RedMark Technologies, LLC. Statement of Work Key Biscayne Page 35 Agency _ Agency the f RedMark DELIVERABLES ACCEPTANCE FORM acceptance by: B this document to: Email this document as an attachment to: LLC. OR YOUR EMAIL APPENDIX C - SAMPLE Please acknowledge A Sign and fax RedMark Technologies, YOUR NAME YOUR TITLE Tel: Fax: Date: Agency Name: Approving Agency Manger: RedMark Manager: Project Name / Code: Contract / Agreement #: agrees that RedMark has successfully Deliverable # completed Source 1 Reference Details the following Deliverables: 1 Service ............._...._..._.................................................................................................................................................... Agreement.......... .................................................................................. ............................................................................................................_.._._._._......_.. ...__._._._..._......._.-.J agrees that RedMark has successfully completed the Deliverables described above in accordance with terms of the related Contract/Agreement. APPROVALS: Agency Name Signature Title Date 2017 RedMark Technologies, LLC. Statement of Work Key Biscayne Page 36 EXHIBIT "C" ACCELA SUBSCRIPTION TERMS AND CONDITIONS #65290-v1 Page 21 of 21 ACCELA SUBSCRIPTION TERMS AND CONDITIONS Version 052615 1. As used herein, "Accela" refers to Accela, Inc., the owner of the Products and Subscription Services. "Reseller" refers to an authorized reseller of Accela products, RedMark Technoligies, LLC, also referred to as "Company" as the entity that executed the attached Order (Accela, or its Reseller) and "Customer" refers to the subscribing customer designated on the attached Order, the Village of Key Biscayne, Florida. The entities defined above are collectively designated as the "Parties". These Subscription Terms and Conditions are attached to and made a part of the Agreement between the Village of Key Biscayne, Florida and RedMark Technologies, LLC (herein the Reseller or Company) for Software License, Technology Consulting and Professional Services (the 'Agreement"). 2. These Subscription Terms and Conditions ("Terms") are effective upon execution of the Order by Customer and are for the exclusive benefit of the Parties. Nothing herein will be construed to create any benefits, rights, or responsibilities in any other parties other than the Parties, as established herein. 3. Customer's subscription term commences on the date Accela provides appropriate access credentials to Customer's designated technical contact, indicating that the application services identified in the Order ("Subscribed Services") are available for Customer's subscription use. Said date is Customer's "Service Date" for purposes of designating the start of any subscription term. 4. In exchange for its use of the Subscribed Services, Customer will pay to Company the amounts indicated in the Order. Said amounts are based on services purchased and not actual usage; payment obligations are non -cancelable and fees paid are non- refundable, except as otherwise specifically -provided herein. Unless otherwise stated, such fees do not include any taxes, levies, duties or similar govemmental assessments of any nature, including but not limited to value-added, sales, use or withholding taxes, assessable by any local, state, provincial, federal or foreign jurisdiction ("Taxes"). Customer is responsible for paying all Taxes associated with its purchases hereunder. If Company has the legal obligation to pay or collect Taxes for which Customer is responsible, the appropriate amount will be invoiced to and paid by Customer, unless Company is provided with a valid tax exemption certificate authorized by the appropriate taxing authority. Company is solely responsible for taxes assessable against it based on its income, property and employees. 5. The Subscribed Services are protected under the laws of the United States and the individual states and by international treaty provisions. Accela retains full ownership in the Subscribed Services and pursuant to its executed Order, Customer is granted a limited, nonexclusive, nontransferable right to use the Subscribed Services, subject to the following terms and conditions: a) The Subscribed Services are provided for use only by Customer employees and to the extent of their duties for Customer, Customer's agents, contractors and officials, and the general public; b) Customer may not make any form of derivative work from the Subscribed Services, although Company and Customer are permitted to develop additional or alternative functionality for the Software using tools and/or techniques provided to Customer in conjunction with its purchase of the Subscription Services; c) Customer may not obscure, alter, or remove any confidentiality or proprietary rights notices; d) Customer may use the Subscribed Services only to process transactions relating to properties within both its own geographical and political boundaries and may not sell, rent, assign, lend, or share any of its rights hereunder; e) Customer is responsible for all activities conducted using its user credentials and for its users' compliance with the provisions of these Terms; and f) All rights in the Subscription Services not expressly granted to Customer are retained by Accela. Accela will make the Subscribed Services available to Customer pursuant to these Terms during a subscription term. Customer agrees that its purchases hereunder are neither contingent on the delivery of any future functionality or features nor dependent on any oral or written public comments made by Company or Accela regarding future functionality or features. 6. Company warrants that it has full power and authority to agree to these Terms and Accela warrants that, as of the effective date hereof, the Subscribed Services do not infringe on any existing intellectual property rights of any third party. If a third party claims that the Subscribed Services do infringe, Accela may, Subscription Terms and Conditions (Reseller 05262015) Page 1 of 7 at its sole option, secure for Customer the right to continue using the Subscribed Services. Accela will have the right to conduct the defense and will defend any legal action and conduct all negotiations for its settlement or compromise. 7. Accela and Reseller have no obligation for any claim based upon a modified version of the Subscribed Services, where such modifications were not made or authorized by Accela or the Company, or the combination or operation of the Subscribed Services with any product, data, or apparatus not provided by Accela or the Company. Reseller and Accela provide no warranty whatsoever for any third -party hardware or software products. If a third -party product is supplied by Accela, no support for any third party product is provided, unless an addendum is attached hereto, identifying the product and specifying the terms and conditions of any support. Except as expressly set forth herein and the Agreement, Accela disclaims any and all express and implied warranties, including but not limited to warranties of merchantability and fitness for a particular purpose. 8. The Subscribed Services will be hosted by Accela on Accela-owned equipment at a physically - secure commercial third -party hosting facility. Accela will perform system administration duties as required to maintain the service levels described below and to facilitate timely restoration of Customer's data and operations, if necessary, following unanticipated interruptions of the Subscribed Services. Accela will implement suitable network security measures to minimize the likelihood of unanticipated interruptions of the Subscribed Services. 9. Accela will endeavor to provide Customer with no less than twenty-four (24) hours' notice prior to Subscribed Services unavailability due to planned maintenance (other than during Accela's standard maintenance window between the hours of 9:00 PM [21:00] Thursday and 1:00 AM [1:00] Friday Pacific time); Accela will endeavor to provide as much notice as is practicable under the circumstances for updates and fixes which may be applied on a more urgent basis. Accela will provide five (5) business days' notice prior to any planned network, server hardware, operating environment, or database modifications of a material nature. 10. Excluding the foregoing events, Accela warrants that the Subscribed Services will be available no less than ninety-nine point nine percent (99.9%) of each calendar month. For each month during which the availability of the Subscribed Services does not achieve the established standard, Company will provide a credit to Customer's account as calculated pursuant to Section 12 below, provided that the substandard availability is timely identified by Customer in writing and can be objectively verified, and the Subscribed Services are being used in live - production. Credits accumulated pursuant to this Section may be applied to subscription fees and/or services, but will not be refunded to Customer. 11. The performance requirements for the Subscribed Services, excluding planned maintenance downtime, are below. Uptime is calculated on a calendar month basis as U=O/(M-P)*100, where U is Uptime, 0 is the amount of operational uptime for the Subscribed Services during a given month, M is the number of minutes in the month, and P is the number of minutes of planned downtime during the month. Credits are calculated on pro -rated monthly fees. Uptime Credit >99.9% None <99.9% but >_99.0% 15% <99.0% but >--95.0% 35% <95.0% 100% 12. In support of the Subscribed Services, Company will provide Customer with a) a telephone number for "Tier 1" support and b) a second telephone for other support issues, for the Customer Resource Center (CRC), Accela's live technical support facility which is available from 4:00 a.m. until 6:00 p.m. Pacific time Monday through Friday, excluding Accela's observed holidays; c) one or more electronic mail addresses to which Customer may submit routine or non -critical support requests, which Reseller or Accela, as applicable, will address during its regular business hours; and c) access to archived software updates and other technical information in Accela's online support databases, which are continuously available. Where support is needed to address non-functioning or seriously impaired Services and there is no reasonable workaround available, Accela will promptly respond to the support request and use commercially reasonable efforts to provide updates toward resolution of the issue. 13. The following are not covered by these Terms, but may be separately available at rates and on terms which may vary from those described herein: a) Subscription Terms and Conditions (Reseller 05262015) Page 2 of 7 Services required due to misuse of the Subscribed Services; b) Services required by Customer to be performed by Accela or Reseller outside of usual working hours; c) Services required due to external factors including, but not necessarily limited to, Customer's use of software or hardware not authorized by Accela; or d) Services required to resolve or work- around conditions which cannot be reproduced in Accela's support environment. 14. Customer warrants that it owns or has been authorized to provide the data to Accela. Customer retains full ownership of said data and grants to Accela a limited, nonexclusive, nontransferable license to use said data only to perform Accela's obligations in accordance with these Terms, unless otherwise agreed by Customer. 15. Throughout the term of the agreement, upon the request of Customer, Accela will provide Customer with: (i) a copy of its data in a database dump file not more than once per calendar quarter, ; (ii) an APO property conversion upload, not more than twice per annual term, and (iii) a Crystal Report placement not more than ten (10) times per annual term. Within thirty (30) calendar days following the end of its final Subscribed Services term ("End of Term"), Customer may request that Accela provide a complete copy of Customer's data, as updated or modified by Customer's use of the Subscribed Services, in an Oracle database dump file format. Accela will comply in a timely manner with such request, provided that Customer enters into a statement of work with Accela for the services and a) pays all costs of and associated with such copying, as calculated at Accela's then- current time -and - materials rates; and b) pays any and all unpaid amounts due to Accela. 16. Subject to the limitations of Section 6, Customer may authorize access to the Subscribed Services by creating unique user names and passwords ("Logins") up to the number of users indicated in the Order. 17. Each Login must be assigned to a single individual and may not be shared or used by more than one such user. Customer may reassign any Login to another individual, provided that such reassignments do not circumvent the "single Subscription Terms and Conditions (Reseller 05262015) individual" requirement described in this Section. 18. Customer acknowledges that transmissions and processing of Customer's electronic communications are fundamental to Customer's use of the Subscribed Services. Customer further acknowledges that portions of such transmissions and processing may occur within various computer networks not owned or operated by Reseller or Accela. Customer agrees that Reseller and Accela are not responsible for any delays, losses, alterations, interceptions, or storage of its electronic communications which occur in computer networks which they do not own or operate. 19. Either party may end Customer's access to the Subscribed Services if the other materially breaches these Terms and, after receiving a written notice describing the circumstances of the default, fails to correct the breach within thirty (30) calendar days. Upon any termination for cause by Customer, Company will refund any prepaid subscription fees covering the remainder of the subscription term after the effective date of termination. 20. "Disclosing Party" and "Recipient" refer respectively to the party which discloses information and the party to which information is disclosed in a given exchange. Either Reseller, Accela or Customer may be deemed Disclosing Party or Recipient depending on the circumstances of a particular communication or transfer of information. "Confidential Information" means all disclosed information relating in whole or in part to non-public data, proprietary data compilations, computer source codes, compiled or object codes, scripted programming statements, byte codes, or data codes, entity -relation or workflow diagrams, financial records or information, client records or information, organizational or personnel information, business plans, or works -in -progress, even where such works, when completed, would not necessarily comprise Confidential Information. The foregoing listing is not intended by the Parties to be comprehensive, and any information which Disclosing Party marks or otherwise designates as "Confidential" or "Proprietary" will be deemed and treated as Confidential Information. Information which qualifies as "Confidential Information" may be presented to Recipient in oral, written, graphic, and/or machine- readable formats. Regardless of presentation format, such information will be deemed and treated as Confidential Information. Notwithstanding, the following specific classes of information are not "Confidential Information" within the meaning of this Page 3 of 7 Section: a) information which is in Recipient's possession prior to disclosure by Disclosing Party; b) information which is available to Recipient from a third party without violation of this Section or Disclosing Party's intellectual property rights; c) information which is in the public domain at the time of disclosure by Disclosing Party, or which enters the public domain from a source other than Recipient after disclosure by Disclosing Party; d) information which is subpoenaed by governmental or judicial authority; and e) information subject to disclosure pursuant to a state's public records laws. Recipient will protect the confidentiality of Confidential Information using the same degree of care that it uses to protect its own information of similar importance, but will in any case use no less than a reasonable degree of care to protect Confidential Information. Recipient will not directly or indirectly disclose Confidential Information or any part thereof to any third party without Disclosing Party's advance express written authorization to do so. Recipient may disclose Confidential Information only to its employees or agents under its control and direction in the normal course of its business and only on a need -to -know basis. In responding to a request for Confidential Information, Recipient will cooperate with Disclosing Party, in a timely fashion and in a manner not inconsistent with applicable laws, to protect the Confidential Information to the fullest extent possible. 21. ACCELA AND RESELLER WILL, AT ALL TIMES DURING THE AGREEMENT, MAINTAIN APPROPRIATE AND MINIMUM INSURANCE COVERAGE AS REQUIRED BY THE AGREEMENT. TO THE EXTENT NOT OFFSET BY ITS INSURANCE COVERAGE AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAWS. IN NO EVENT WILL ACCELA'S LIABILITY FOR ANY GENERAL, INCIDENTAL, SPECIAL, COMPENSATORY, OR PUNITIVE DAMAGES WHATSOEVER SUFFERED BY CUSTOMER OR ANY OTHER PERSON OR ENTITY EXCEED THE FEES PAID TO ACCELA BY CUSTOMER DURING THE TERM OF THE AGREEMENT PRECEDING THE CIRCUMSTANCES WHICH GIVE RISE TO SUCH CLAIM(S) OF LIABILITY, EVEN IF ACCELA OR ITS AGENTS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 22. If Accela is delayed in its performance of any obligation hereunder due to causes or effects beyond its control, timely notice will be provided to Customer of such circumstances and Accela will act in good faith to resume performance as soon as practicable. 23. Accela may assign its rights and obligations hereunder for purposes of financing or pursuant to corporate transactions involving the sale of all or substantially all of its stock or assets, with the prior written consent of the Customer, which shall not be unreasonably withheld. 24. The Parties expressly acknowledge the terms and conditions of the Agreement and Order accompanying these Subscription Terms and Conditions.. 25. Section 5 will survive the End of Term for so long as is required to complete collection of unpaid amounts. The limitations and waivers described in Sections 8, 19, 22, and 27 will survive the End of Term. Section 12 will survive the End of Temi for a period of thirty (30) calendar days. Section 16 will survive the End of Term for a period of thirty (30) calendar days or for so long as is required for Accela to complete its response to a Customer request made during said thirty -days period. Section 21 will survive the End of Term for a period of two (2) years. With the exceptions of the foregoing surviving sections, the remainder of these Terms will terminate at the End of Term. 26. If any particular provision of these Terms is determined to be invalid or unenforceable, that determination will not affect the other provisions, which will be construed in all respects as if the invalid or unenforceable provision were omitted. No extension, modification, or amendment of these Terms will be effective unless it is described in writing and signed by the Parties [SIGNATURE PAGES TO FOLLOW] Subscription Terms and Conditions (Reseller 05262015) Page 4 of 7 IN WITNESS WHEREOF, the parties hereto have made and executed this Accela Subscription Terms and Conditions as of the day and year written below each party's name. CUSTOMER: VILLAGE OF KEY BISCAYNE, FLORIDA, a Florida municipal corporation B ATTEST: APPROVED AS TO FORM AND LEGAL SUFFICIENCY: Village Attomey Subscription Terms and Conditions (Reseller 05262015) n C. Gilbert, anager ed: tff)c 3 h , 2017 Page5of7 IN WITNESS WHEREOF, the parties hereto have made and executed this Accela Subscription Terms and Conditions as of the day and year written below each party's name. ACCELA: ACCELA, INC., a California corporation WITNESSES: Print Name Print Name By: Name: Title: S vd c t Date Executed: Subscription Terms and Conditions (Reseller 05262015) Page 6 of 7 Print Name IN WITNESS WHEREOF, the parties hereto have made and executed this Accela Subscription Terms and Conditions as of the day and year written below each party's name, RESELLER / COMPANY: REDMARK TECHNOLOGIES, LLC, a Florida Limited Iia ility Company Water Chavez, as Manager Date Executed: / '-7 , 2017 Print Name Subscription Terms and Conditions (Reseller 05262015) Page 7 of 7