HomeMy WebLinkAboutAGREEMENT BETWEEN AUGUSTA, GEORGIA AND HARRIS COMPUTER TO UPDATE CONFIGURATION AND CAPABILITY OF EXISTING SYSTEM ft
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CONTRACTUAL SERVICES AGREEMENT
THIS AGREEMENT(hereinafter the"Agreement")is made this 14th day of November,2016(the"Effective
Date")by and between Augusta,Georgia,(hereinafter the"City"),and CityView,a division of N.Harris Computer
Corporation,an Ontario Corporation and wholly owned subsidiary of Constellation Software,Inc., with its place of
business at 4464 Markham Street, Suite 2307,Victoria,BC,V8Z 7X8 (hereinafter the "Vendor"). The City and the
Vendor are sometimes hereinafter individually referred to as "Party" and hereinafter collectively referred to as the
"Parties."
RECITALS
A. The Vendor desires to perform and assume responsibility and obligation for the provision of certain
professional services,as hereinafter described,on the terms and conditions set forth herein. Vendor
represents that it is experienced in providing business process automation and implementation
services to public clients and is familiar with the scope of work of the City.
B. The City desires to engage Vendor to render such services,as hereinafter described,for the re-
configuration of CityView Business Licensing,Permits&Inspections and Code Enforcement(the
"Project")on the terms and conditions set forth herein.
NOW,THEREFORE,in consideration of the mutual covenants and conditions contained herein,the City
and the Vendor agree as follows:
OPERATIVE PROVISIONS
SECTION I
ENGAGEMENT AND SERVICES OF THE VENDOR
1. Engagement of Vendor. The City hereby engages the Vendor and the Vendor promises and agrees to furnish
to the City, subject to the terms and conditions set forth in this Agreement, all labor, materials, tools,
equipment, services, and incidental and customary work necessary to fully and adequately supply the
professional services necessary(the"Services")for the project described in the statement of work set out in
Schedule "D"to this Agreement(the"Project"). The Services are more particularly described in Schedule
"A" and in the statement of work set out in Schedule "D" attached hereto and incorporated herein by
reference. The Vendor agrees to perform the Services in accordance with the terms and conditions of this
Agreement,the exhibits attached hereto and incorporated herein by reference, and all applicable local, state
and federal laws,rules and regulations in effect at the time the Services are provided.
2. Performance of the Vendor; Standard of Care. The Vendor accepts the relationship of trust and confidence
established between the City and the Vendor by the terms of this Agreement. The Vendor covenants with
the City to perform all Services under this Agreement in a skillful and competent manner,consistent with or
in excess of the standards of skill, quality and care adhered to by recognized professionals in the same
discipline in the United States while performing services of a like or similar nature under like or similar
circumstances. Vendor represents and maintains that it is skilled in the professional calling necessary to
perform the Services. Vendor shall also cooperate with the City and any other consultants or contractors
engaged by or on behalf of the City in performance of the Project. The Vendor covenants to use its
commercially reasonable efforts to perform its duties and obligations under this Agreement in an efficient,
expeditious and economical manner, consistent with the best interests of the City and the professional
standard of care set forth in this Agreement.
' I
SECTION II
RESPONSIBILITIES OF THE VENDOR
1. The Vendor's Responsibilities for Costs and Expenses. Except as otherwise expressly stated herein, the
Vendor shall be solely responsible for all costs and expenses incurred relative to the Vendor,personnel of
the Vendor and sub-Vendors of the Vendor in connection with the performance of the Services, including,
without limitation, payment of salaries, fringe benefits contributions, payroll taxes, withholding taxes and
other taxes or levies, office overhead expense, telephone and other telecommunication expenses, and
document reproduction expenses.
2. Independent Contractor. The Services shall be performed by Vendor or under its supervision. Vendor shall
determine the means, methods and details of performing the Services subject to the requirements of this
Agreement. The Vendor represents that it possesses the professional and technical personnel required to
perform the Services. The City retains Vendor on an independent contractor basis and not as an employee
of the City. Vendor retains the right to perform similar or different services for others during the term of this
Agreement. The personnel performing the Services on behalf of the Vendor shall at all times be under the
Vendor's exclusive direction and control. The Vendor shall pay all expenses, including,without limitation,
all wages,salaries,fringe benefit contributions,payroll taxes,withholding taxes,other taxes or levies and all
other amounts due such personnel for the Services or due others as a result of the performance by such
personnel of the Services. Vendor shall be responsible for all reports and obligations respecting such
additional personnel, including, but not limited to, all reports for social security taxes, income tax
withholding,unemployment insurance,disability insurance,and workers'compensation insurance.
3. Vendor's Project Manager. The Vendor shall designate and assign a project manager("Project Manager"),
who shall coordinate all phases of the Services and act as the Vendor's representative for performance of this
Agreement. The Project Manager shall have full authority to represent and act on behalf of the Vendor for
all purposes under this Agreement, and shall be available to the City at all reasonable times. The Project
Manager shall supervise and direct the Services, using his or her best skill and attention, and shall be
responsible for all means,methods,techniques,sequences and procedures employed by Vendor's personnel,
as well as the satisfactory coordination of all portions of the Services under this Agreement.
4. Time of Performance.Vendor shall complete the Services to be performed by Vendor under and pursuant to
this Agreement by a date mutually agreed to in the accepted project plan.This targeted completion date may
be modified by mutual written agreement as a result of the fine tuning of the plan during the first two months
after project start. Vendor shall perform the Services expeditiously, within the term of this Agreement,and
in accordance with any schedule of services mutually acceptable to the Parties.
5. Software License and Support Agreement. The vendor will provide the software licenses identified in
Schedule"A"for the City's use as governed by its Software License and Support Agreement,a copy of which
is attached as Schedule"B".
6. Conformance to Applicable Requirements. All aspects of the provision of the Services by Vendor shall
conform to all applicable local,state,and federal laws,rules and regulations in effect at the time the services
are provided.
7. Insurance. Vendor currently carries insurance coverage for commercial general liability, non-owned
automobile coverage,workers' compensation, and errors and omissions policies. Vendor shall supply City
with Certificates of Insurance for insurance requirements that fall within the general scope of the present
policies that Vendor carries. City has no rights to review the Vendor's policies.
8. Prohibition Against Transfers The Vendor shall not assign,sublease,hypothecate,or transfer this Agreement,
or any interest therein, without the prior written consent of the City, such consent not to be unreasonably
withheld,except that the Vendor may assign to a successor entity in the event of its dissolution,acquisition,
sale of substantially all of its assets,merger or other change in legal status. The Agreement shall inure to the
benefit of and be binding upon the Parties to this Agreement and their respective successors and permitted
assigns.
9. Progress. The Vendor is responsible to keep the City Project Manager and/or his or her duly authorized
designee informed on a regular basis regarding the status and progress of the Services,activities performed
and planned, and any meetings that have been scheduled or are desired relative to the Services or this
Agreement. The frequency and form of the updates will be mutually agreed on during the fine tuning of the
plan in the first two months after project start.
10. Confidentiality. The Parties each acknowledge that they may receive information from the other Party or
otherwise in connection with this Agreement or the performance of the Services. Except for information in
the public domain, unless such information falls into the public domain by disclosure or other acts of the
disclosing party or through the fault of the receiving party,the receiving party agrees:
(i) to maintain this information in confidence;
(ii) not to use this information other than in the course of this Agreement;
(iii) not to disclose or release such information except on a need to know only basis;
(iv) not to disclose or release such information to any third person without the prior written consent of
the disclosing party,except for authorized employees or agents of the receiving party;and
(v) to take all appropriate action, whether by instruction, agreement or otherwise, to ensure that third
persons with access to the information under the direction or control or in any contractual privity with the
receiving party,do not disclose or use, directly or indirectly, for any purpose other than for performing the
Services during or after the term of this Agreement,any material or information,including the information,
without first obtaining the written consent of the disclosing party.
All report materials, either created by or provided to Vendor in connection with the performance of this
Agreement,shall be held confidential by Vendor. Such materials shall not,without the prior written consent
of City, be used by Vendor for any purposes other than the performance of the Services. Nor shall such
materials be disclosed to any person or entity not connected with the performance of the Services or the
Project.
11. No Set Hours/Right to Contract. The Vendor's obligation hereunder is to complete the Services in accordance
with this Agreement and to meet any deadlines established pursuant to this Agreement. The Vendor has no
obligation to work any particular schedule, hours or days, or any particular number of hours or days.
However,the Vendor shall coordinate with the City in achieving the results and meeting the goals established
pursuant to this Agreement.
12. Accounting Records. Vendor shall maintain complete and accurate records with respect to all costs and
expenses incurred under this Agreement. All such records shall be clearly identifiable. Vendor shall allow
a representative of City during normal business hours and with reasonable notice (not less than 7 business
days) to examine, audit, and make transcripts or copies of such records and any other documents created
pursuant to this Agreement. Vendor shall allow inspection of all work, data, documents, proceedings, and
activities related to the Agreement for a period of three(3) years from the date of final payment under this
Agreement.
13. Safety. Vendor shall execute and maintain its Services so as to avoid injury or damage to any person or
property. In carrying out its Services,the Vendor shall at all times be in compliance with all applicable local,
state and federal laws, rules and regulations, and shall exercise all necessary precautions for the safety of
employees appropriate to the nature of the work and the conditions under which the work is to be performed.
SECTION III
RESPONSIBILITIES OF THE CITY
1. Cooperation. The City shall cooperate with the Vendor relative to the provisions of those Services for which
the Vendor is responsible. To the extent permitted by applicable law, the City shall provide criteria and
information in its possession, or reasonably obtainable by it, as requested by Vendor, and shall make that
information and related data available for Vendor's use during the performance of this Agreement. The City
shall render decisions required by this Agreement within the time indicated,or if not specifically stated,with
reasonable promptness so as not to unduly delay the progress of Vendor's Services.
2. City's Project Manager and Project Staff The City shall designate and assign a City project manager("City
Project Manager")who shall have full authority to represent and act on behalf of the City for all purposes
under this Agreement. The City Project Manager, or his/her designee, shall be the principal officer of the
City for liaison with the Vendor,and shall review and give approval to the details of the Services as they are
performed, in particular,but not exhaustively, Project Plan, Scope of Work, Acceptance Plans, Statements
of Completion,Change Order Requests as they may be required during project implementation.In addition,
the City Project Manager shall ensure proper and timely availability of all City personnel required by the
Vendor for successful completion of project tasks,in particular,but not exhaustively,Business and Systems
Analysts, IT staff, Subject Matter Experts, Users. The City designates Debbie Freeman to be its Project
Manager,but reserves the right to appoint another person as City Project Manager upon written notice to the
Vendor. Any change to project plan shall be dealt with through the Change Order Management process
detailed in Section XI of Schedule D.
3. Project Plan.The City shall be responsible for meeting specific milestones and providing specific deliverables
that will be defined in the project plan to be mutually agreed to by the Parties in writing(the"Project Plan").
In addition,the City covenants to meet any turnaround or review times specified in the Project Plan. Should
the City fail to meet the agreed milestones or to provide the agreed deliverables or to meet the specified
turnaround or review times, the Vendor will inform the City of the consequences thereof and reserves the
right to modify the project plan accordingly. Following any fine tuning of the Project Plan during the first
two months after project start,the Project Plan shall be agreed upon and signed by authorized representatives
of each of the Parties, shall be attached to this Agreement as Schedule"D"and shall be deemed to form part
of this Agreement
4. Formal completion statement. No later than thirty days past go-live of the software solution,the City shall
provide the Vendor with a written statement of completion certifying that the solution has been implemented
successfully(the "Statement of Completion"). In case of a partial go-live this shall refer to the part of the
solution that has gone live.
5. Applicable Taxes and Exemptions. The City shall be responsible for any sales tax due on fees associated
with this Agreement.If the City is exempt from sales tax on fees associated with the Services to be provided
by Vendor under this Agreement an exempt certificate will be provided to the Vendor prior to the execution
of this contract.
6. Allowance for Suspension or Delay due to City. In the event that the City shall suspend the performance
of Services, delay any deliverable date, or cause a delay in performance by failing to fulfill any of its
obligations under this Section III then the following shall apply: any applicable delivery schedule shall be
extended by a period of time equal to the time lost because of any such delay.The due date for any deliverable
that is dependent on such performance by the City shall be deemed adjusted equitably to allow for the effect
of such delay on Vendor's ability to supply or perform such deliverable.
SECTION IV
COMPENSATION
1. Compensation. In consideration of the performance by Vendor of the Services, the City shall pay to the
Vendor compensation at the rates set forth in Schedule "A" attached hereto and incorporated herein by
reference. Total compensation under this Agreement shall not exceed $94,163 (plus travel and Annual
Maintenance fees)without written approval of the City.
2. Extra Service. The Vendor shall not receive additional compensation for any extra service unless such extra
service has been authorized in writing by the City prior to the commencement of the extra service,provided
that the Change Order Management procedures in Schedule D have been followed.Any changes to the total
compensation shall require the City's approval and further agreement between the parties. The City shall
pay the Vendor for extra service in accordance with the Vendor's then current services rates.As used herein,
"Extra Service" means any work which is determined by City to be necessary for the proper completion of
the Project,but which the Parties did not reasonably anticipate would be necessary at the execution of this
Agreement or for which initial assumptions driving estimated efforts are no longer valid.
3. Payment of Compensation. The Vendor shall submit invoices to the City in accordance with the payments
milestones specified in Schedule A. The City shall make payments to the Vendor thirty(30)days following
the date of receipt of the invoice,unless the City disputes the amount of the compensation the Vendor claims
it is owed under this Agreement. Any disputed amount shall be handled as discussed herein.
4. Reimbursements. City shall reimburse the Vendor for its direct expenses, including,but not limited to, all
reasonable travel and accommodation costs,meal expenses of not more than$55.00 per diem for week days
and $110.00 per diem for weekend days (no receipts provided), including a travel time rate of$75.00 per
hour,and all other reasonable expenses incurred in the performance of the Consultant's duties pursuant to the
budget for"travel and expenses"described in Schedule "A"attached hereto. Reimbursement for expenses
beyond the"travel and expenses"line item in Schedule"A"shall occur only if such additional expenses are
agreed upon in writing by the Parties.
5. Mediation. The parties agree to submit any claim, controversy or dispute arising out of or relating to this
Agreement or the relationship created by this Agreement to non-binding mediation before bringing a claim,
controversy or dispute in a court or before any other tribunal. The mediation is to be conducted by either an
individual mediator or a mediator appointed by mediation services mutually agreeable to the parties. The
mediation shall take place at a time and location which is also mutually agreeable;provided;however,in no
event shall the mediation occur later than ninety(90)days after either party notifies the other of its desire to
have a dispute be placed before a mediator. Such mediator shall be knowledgeable in software system
agreements. The costs and expenses of mediation, including compensation and expenses of the mediator
(and except for the attorney's fees incurred by either party), is to be shared by the parties equally. If the
parties are unable to resolve the claim, controversy or dispute within ninety(90) days after the date either
party provides the other notice of mediation, then either party may bring and initiate a legal proceeding to
resolve the claim, controversy or dispute unless the time period is extended by a written agreement of the
parties.
SECTION V
REMEDIES AND LIABILITIES
1. Remedies and Liability.
The City and the Vendor recognize that circumstances may arise entitling the City to damages for breach
or other fault on the part of the Vendor arising from this Agreement. The parties agree that in all such
circumstances the City's remedies and the Vendor's liabilities will be limited as set forth below and that
these provisions will survive notwithstanding the termination or other discharge of the obligations of the
parties under this Agreement.
(1) EXCEPT FOR DAMAGES ARISING OUT OF(a)INJURY OR DAMAGE TO PEOPLE,
REAL OR TANGIBLE PROPERTY OR(b)THE VENDOR'S INTENTIONAL
MISREPRESENTATION,GROSS NEGLIGENCE OR WILLFUL MISCONDUCT,BOTH
PARTIES AGREE THAT THE VENDOR'S LIABILITY(UNDER BREACH OF CONTRACT,
NEGLIGENCE, STRICT LIABILITY OR OTHERWISE),IF ANY,FOR ANY DAMAGES
RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE SERVICE FEES PAID TO
VENDOR BY CITY UNDER THIS AGREEMENT.
(2) IN ADDITION TO THE FOREGOING NEITHER PARTY SHALL BE LIABLE FOR
CONSEQUENTIAL,INCIDENTAL,INDIRECT,PUNITIVE, SPECIAL OR OTHER
DAMAGES OF ANY KIND,INCLUDING BUT NOT LIMITED TO LOST REVENUE,LOSS
OF DATA OR LOSS OF PROFITS,EVEN IF SUCH OTHER PARTY HAS BEEN ADVISED
OF THE LIKELIHOOD OF THE OCCURRENCE OF SUCH DAMAGES AND
NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED
REMEDY.
(3) CLAUSES(i)AND(ii)SHALL APPLY IN RESPECT OF ANY CLAIM,DEMAND OR
ACTION BY A PARTY IRRESPECTIVE OF THE NATURE OF THE CAUSE OF ACTION
UNDERLYING SUCH CLAIM,DEMAND OR ACTION,INCLUDING,BUT NOT LIMITED
TO,BREACH OF CONTRACT,FUNDAMENTAL BREACH OR TORT.
2. Intent. The parties hereby confirm that the waivers and disclaimers of liability, releases from liability,
limitations and apportionments of liability, and exclusive remedy provisions expressed throughout this
Agreement shall apply even in the event of default,negligence(in whole or in part),strict liability or breach
of contract of the person released or whose liability is waived,disclaimed, limited, apportioned or fixed by
such remedy provision,and shall extend to such person's affiliates and to its shareholders,directors,officers,
employees and affiliates.
3. Remedies. Where remedies are expressly afforded by this Agreement,such remedies are intended by
the parties to be the sole and exclusive remedies of the City for liabilities of the Vendor arising out of or in
connection with this Agreement,notwithstanding any remedy otherwise available at law or in equity.
SECTION VI
EXPIRATION AND TERMINATION
1. Events of Default. Each of the following events shall constitute an"Event of Default":
A. The Vendor shall fail to observe,perform or comply with any material term, covenant, agreement
or condition of this Agreement which is to be observed,performed or complied with by the Vendor,
if such failure continues uncured for thirty(30)calendar days after the City gives the Vendor written
notice of the failure and the specific nature of such failure.
B. The Vendor shall commit any fraud,misrepresentation,breach of fiduciary duty,willful misconduct,
or intentional breach of any material provision of this Agreement.
C. The Vendor is adjudged bankrupt, makes a general assignment for the benefit of its creditors or a
receiver is appointed on account of the Vendor's insolvency.
D. The Vendor undergoes a change in control which adversely effects the Vendor's ability to satisfy
some or all of its obligations under the Agreement in the discretion of the City (except that no
internal re-organization of the Vendor with an affiliated company shall be deemed a change in
control);
E. If the Vendor assigns this Agreement without consent of the City(except that this subsection shall
not apply to an assignment by the Vendor to an affiliated company where the affiliated company
assumes all of the rights and obligations under the terms of this Agreement).
2. Termination Upon Event of Default. In addition to any other available legal or equitable rights or remedies,
upon an Event of Default by the Vendor, the City shall have the right to terminate this Agreement upon
written notice to the Vendor.
3. Expiration. Unless extended as provided for herein,this Agreement shall naturally expire on receipt of the
Completion Statement from the City. The expiration of this Agreement under this term shall neither affect
nor require the termination of the License and Support Agreement.
4. Payment Upon Termination. Upon a termination of this Agreement,the City shall pay to the Vendor the part
of the Compensation which would otherwise be payable to the Vendor with respect to the Services which
had been adequately completed as of the date of termination,less the amount of all previous payments with
respect to the Compensation.
5. Termination by Vendor. Vendor may terminate this Agreement only upon the breach by the City of a material
provision of this Agreement such as the City withholding payment for more than 30 days beyond due date.
SECTION VII
GENERAL PROVISIONS
1. Nondiscrimination by the Vendor. The Vendor represents and agrees that the Vendor, its affiliates,
subsidiaries, or holding companies do not and will not discriminate against any subcontractor, Vendor,
employee,or applicant for employment because of race,religion,color,sex,handicap,national origin or any
other protected classification under federal or state law. Such nondiscrimination shall include, but not be
limited to,the following: employment,upgrading,demotion,transfers,recruitment,recruitment advertising,
layoff, termination, rates of pay or other forms of compensation, and selection for training, including
apprenticeship.
2. Rights to Employ Other Vendors. The City reserves the right to employ other Vendors in connection with
this Project.
3. Conflicts of Interest;Prohibited Interests.
A. Vendor maintains and warrants that it has not employed or retained any company or person, other
than a bona fide employee working solely for Vendor,to solicit or secure this Agreement. Further,
Vendor warrants that it has not paid or agreed to pay any company or person,other than a bona fide
employee working solely for Vendor,any fee,commission,percentage,brokerage fee,gift or other
consideration contingent upon or resulting from the award or making of this Agreement. For breach
or violation of this warranty, City shall have the right to rescind this Agreement without liability.
For the term of this Agreement,no member,officer or employee of City, during the term of his or
her service with City, shall have any direct interest in this Agreement, or obtain any present or
anticipated material benefit arising therefrom.
4. Subcontracting. The Vendor shall not subcontract any portion of the Services except as expressly stated
herein,without prior written consent of the City. Subcontracts,if any,shall contain a provision making them
subject to all provisions stipulated in this Agreement.
5. Waiver. No waiver of any default shall constitute a waiver of any other breach or default, whether of the
same or any other covenant or condition. No waiver, benefit, privilege, or service voluntarily given or
performed by other parties shall give the other any contractual right by custom,estoppel,or otherwise.
6. Notices. All notices required hereunder shall be given in writing to the following addresses or such other
addresses as the parties may designate by written notice:
To the City:
Augusta,Georgia
535 Telfair Street Building 2000
Augusta,GA
30901
Attention: Debbie Freeman
To the Vendor: CityView
Suite 2307,4464 Markham Street
Victoria,BC V8Z 7X8
Attention: Sean Higgins
Notice shall be deemed received as follows, depending upon the method of transmittal: by facsimile, as of
the date and time sent; by messenger, as of the date delivered; and by USPS, certified, return receipt
requested,as of five(5)days after deposit in the USPS Mail. Actual notice shall be deemed adequate notice
on the date actual notice occurred,regardless of the method of service.
41.
7. Authority to Enter Agreement. Each Party has all requisite power and authority to conduct its business and
to execute, deliver and perform all of its obligations under this Agreement. Each Party warrants that the
individuals who have signed this Agreement have the legal power, right and authority to enter into this
Agreement so as to bind each respective Party to perform the conditions contemplated herein.
8. Severability. If any portion of this Agreement is declared by a court of competent jurisdiction to be invalid
or unenforceable,the remaining provisions of this Agreement shall continue in full force and effect.
9. Governing Law and Venue. This Agreement shall be construed in accordance with, and governed by, the
laws of the state of Georgia. Any lawsuit brought to enforce this Agreement shall be brought in the
appropriate court in state of Georgia. The Parties hereby waive the right to trial by jury in any action,
proceeding or counterclaim filed by any party. This Agreement expressly excludes any applicable Uniform
Commercial Code and the United Nations Convention on Contracts for the International Sale of Goods and
any legislation implementing such Convention,if otherwise applicable.
10. Days. Any term in this Agreement referencing time,days,or period for performance shall be deemed to be
calendar days and not work days.
11. Entire Agreement. This Agreement contains the entire agreement of the City and the Vendor,and supersedes
any prior or contemporaneous written statements or agreements between the City and the Vendor. No
supplement, modification, or amendment of this Agreement shall be binding unless executed in writing by
both Parties. Provisions of a City purchase order or similar document are not applicable to the extent that
they conflict with the terms of this Agreement. Under no circumstances shall the provisions of a purchase
order supersede those of this Agreement. For further clarification,the parties agree that the Software License
and Support Agreement being entered into between the parties concurrently with this Agreement is a separate
agreement and is binding in its own right and upon its own terms.
12. Binding on Assigns. Each and all of the covenants and conditions of this Agreement shall be binding on,
and shall inure to,the benefit of the successors and assigns of the respective parties.
13. Counterparts. This Agreement may be signed in counterparts,each of which shall constitute an original and
which collectively shall constitute one instrument.
14. Captions. The captions of the various articles and paragraphs are for convenience and ease of reference only,
and do not define,limit,augment or describe the scope,content or intent of this Agreement.
15. Construction. Since the Parties or their agents have participated fully in the preparation of this Agreement,
the language in all parts of this Agreement shall be construed simply,according to its fair meaning and not
strictly for or against any party.
16. Cooperation/Further Acts. The Parties shall fully cooperate with one another in attaining the purposes of this
Agreement. In connection therewith,the Parties shall take any additional further acts and steps and sign any
additional documents as may be necessary, appropriate and convenient to attain the purposes of this
Agreement.
17. No Third Party Beneficiaries. There are no intended third party beneficiaries of any right or obligation
assumed by the Parties.
18. Incorporation of Recitals, Schedules and Exhibits.
A. The"Recitals"constitute a material part hereof,and are hereby incorporated into the Agreement by
reference as though fully set forth herein.
B. The"Schedules"and"Exhibits" constitute a material part hereof,and are hereby incorporated into
the Agreement by reference as though fully set forth herein.
19. Allocation of Risk. City acknowledges that the limited warranties, disclaimers and limitations of liability
contained in this Agreement are fundamental elements of the basis of bargain between City and Vendor and
set forth an allocation of risk reflected in the fees and payments due hereunder.
IN WITNESS WHEREOF the Parties have executed this Agreement to be effective on the Effective Date by their
duly authorized representatives.
For Augusta For CityView
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Hardie Davis, Jr., Mayor Sean Higgins, Executive Vice President
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Date Date
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Schedule"A"—Payment Milestones and Project Deliverables
Schedule"B"—CityView Software License and Support Agreement
Schedule"C"—CityView Service Level Agreement
Schedule"D"—Statement of Work
Schedule"A"—Payment Milestones and Project Deliverables
,4
Software Licenses Include:
CityView will: $ 6,250 Invoiced on execution of
CityView Portal license to allow for •Send the licensing key for CityView this agreement and due
the uploading of submittals Licenses net 30 days
Total Licensing $ 6,250
Provides: Invoiced on execution of
Mandatory Annual Software •All major and minor software upgrades this agreement,pro
Maintenance(subject to annual •Unlimited technical support; rated to the Augusta's
increase)in addition to your current •Unlimited access to the CityView FTP site $1,375 current renewal period,
software maintenance contract •Unlimited access to the CityView and annually on the
Connect anniversary date of the
renewal
445 s *** ,, ,, 'vim :5 *41v ..
Ongoing project facilitation,billing,status 50%due upon
reports,issues resolution,escalation, resource execution of the
Project Management Statement of Work,
allocation,scheduling,budget management, $ 6,930
change orders etc. 50%balance due upon
scheduling of go-live.
• Remote walkthroughs will be conducted
with Augusta's subject matter experts
(SMEs)to review the new workflow Invoiced upon
Project Kickoff,Workbook • Workbooks will be completed to define commencement of
Sessions,Data Collection(remote) the submittal checklists and other $ 12,540 remote walkthroughs&
changes required to allow the best- due net 30 days
practice workflows to be adapted,where
necessary,to Augusta's practices
50% invoiced upon
commencement of the
Reconfiguration of the workflow for Business configuration and due
Licensing,Permits&Inspections and Code
net
°30 days;and,
Enforcement to be in line with CityView's 50/° invoiced upon
Configuration $ 30,838 scheduling of the first
present-day best practices,including online
submittal checklists and ability for applicant review&validation
to upload documents online session and due on or
before the first review&
validation session,due
net 30 days.
Enhancement to allow submittal checklists to Due upon
Customizations be presented to the user during the online $ 1,200 commencement of
application process for a Business License. customizations
50% invoiced on the
scheduling of the
Remote walkthroughs will be conducted to remote walkthrough
ys
show the SMEs how the environment is now and due net 30 days;
Validation and Refinements configured and any in-scope changes, $ 18,255 50% invoiced upon
identified through testing,will be made by completion of in scope
CityView validation refinements
and due on or before
the first day of end user
training.
Installation(remote)& Merge of configuration changes into the Due on completion of
Environment Management City's Test environment prior to production $ 5,280 remote installation
merge,and merge to production
CityView will perform 5.0 days(onsite)of Invoiced upon
end-user training/go live facilitation and 0.5 scheduling of end user
Training(onsite and remote) days remote Portal training.That will be $ 12,870 training and due on or
followed by 2.0 days of configuration before the first day of
training for key personnel. training.
Travel(estimate based on 1 person Travel as incurred $ 5,400 Invoiced as incurred and
trip and 7 days onsite) due net 30 days
Notes:
• The City will ensure the hardware and software requirements necessary for the efficient operation of CityView are present,
according to the specifications included herein
• Travel is based on 1 person trip and 7 days onsite which includes 3 days onsite user training,2 days onsite go live facilitation
and 2 days of configuration training.Should additional resources be required for configuration training additional travel
charges will be required and agreed to through a formal change order. The City shall reimburse CityView for its direct travel
expenses,including but not limited to,hotel,airfare,car rental,tolls, parking and airline and travel agent fees;including a
travel time rate of$75.00 per hour;a per diem rate of$55.00 for week days and a$110.00 for weekends and statutory
holidays that includes all meal,food and telecommunications expenses;and a mileage charge based on the current Canada
Revenue Service recommended rate per mile.
Schedule"B"—CityView Software License and Support Agreement
(under separate cover)
Schedule C
CitvView Standard Su000rt -Service Level Aareement
The purpose of this Exhibit is to provide our customers with information on our standard coverage,the services which are included as
part of your annual software support,a listing of call priorities,an outline of our escalation procedures and other important details.
Contract Term: 1 Year(renewable annually)
Support Channels:Web, Email or Telephone
Support Requests Allowed:Unlimited
Who Can Report: Individuals who are trained in the use of CityView can report issues to Customer Support.
Hours of Coverage:Coverage hours are 8:00 a.m.to 8:30 p.m. Eastern Standard Time from Monday through Friday,excluding CityView
Technical Support observed holidays. (Only those statutory holidays that coincide between Canada and the United states are observed
by CityView Technical Support.)
Accessing Support:The preferred method of opening a support incident is to use our CityView Connect Feedback mechanism within the
software. Telephone support requests should be preceded by filing a support request within CityView Connect web site, including a
detailed problem description. Telephone support requests will be answered live during business days,though staff may be involved
serving other customers. If your call is not answered live,please leave a message, including the support request tracking number you
received from the electronic filing,your name and phone or pager number.Messages are typically responded to within two hours.
Auto Acknowledgement:CityView Connect will assign a case number,accessible from the CityView Connect Feedback Status web page.
Email and telephone correspondence will also result in cases being created and those will be available for review through the CityView
Connect Feedback Status web page.Whenever the status of your incident changes,an email notification will automatically be sent to
the individual that opened the call.
Request Response Time:A technical support engineer will respond to all requests within the time frames specified in Table 1. Business
hours are 8:00 a.m.to 8:30 p.m.Eastern Standard Time from Monday through Friday,excluding CityView Technical Support observed
holidays. Only those statutory holidays that coincide between Canada and the United States are observed by CityView Technical
Support. We process requests in the order of their priority followed by order of submission.
What we will do if we don't hear back from you: If we don't hear back from you in ten business days,we will close your support request
and mark it as "Closed/No response from customer."
Resolution of Bug-Related Requests:We will keep your request open and follow up when a fix is available in a production release.We
will also contact you if we post an experimental build that will help with your problem.
What We Need to Help You
CityView wants to be as responsive as possible to your support needs.To accomplish this goal,the CityView customer support staff relies
on your knowledge,self-sufficiency,and thoroughness during the troubleshooting process.You reap the benefits from this effort—it
allows CityView to focus on the more difficult problems and make the product more robust. It also helps control the amount CityView
charges for support.
• Knowledge:You should be experienced in the installation,operation,and maintenance of the hardware,desktop,and
network operating systems,and applications in your environment before you install CityView.
• Self-sufficiency:Please be as self-sufficient as possible when you encounter problems.You can do this by referring to technical
documentation for your environment and by searching our CityView Connect Help site to determine if your issue is addressed
before you submit it to our customer support staff.
• Complete information:As with any troubleshooting process,accurate and timely resolution depends on information.When
you request support,please fill in all relevant fields in the request form,provide a detailed problem description,and attach any
appropriate log files. Please note that using the CityView Connect Feedback mechanism within the product records most of
this information automatically;therefore,it is the preferred way to submit a request to support because it guarantees we get
this information with minimal effort from you. Unfortunately,when the request information is incomplete,it will take longer
to resolve your issue.
• Preparation: If you call us for support,be prepared to provide the same level of information as is requested on the request
submission form.You can help reduce the time to resolution by completing the online support request form and attaching
files as directed.Then,simply provide us with the request number when you call.In addition,please have immediate access to
the computer(s)on which CityView products are running.
How to Access Support
CityView offers several methods of accessing support described below. Please note that for Priority 1 (see Table 1)issues,customers are
encouraged to submit their incident online and then follow up via CityView's toll-free phone number:
CityView Connect is the best way to receive support for our product. This feature is available from the Home page of our software as
well as in many of our add-on products.
Home Print Data
Help Feedback Feedback
Status
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• CityView Connect Feedback(preferred method)
If there is a feature you are having trouble using,or,if there is a feature you really like, please let our team know about it.
Within CityView,use the Feedback button to let us know about your question or inquiry. If you have a feature request for our
team,please use this method to let us know what you would like to see in the product. The information can also include
screenshots and documents to help describe your feedback.
• CityView Connect Help
The Help button will redirect your internet browser to our CityView Connect Help site
(http://cityviewhelp.iharriscomputer.com/CityViewCMS). The site is available for customer self-service,and is comprised of a
searchable content management system and downloadable updates,including links to our release notes and latest features.
• CityView Connect Feedback Status
Our CityView Connect Feedback Status link redirects to our Connect Feedback website
(http://cityviewsupport.harriscomputer.com/connect). This site will allow users to log new support incidents and check the
status of previously submitted incidents on a 24 x 7 basis. Please contact our support group by telephone or email if there are
preferred individuals who should be able to review all site calls.
• Telephone Support
Telephone technical support is available between the hours of 8:00 a.m.to 8:30 p.m.Eastern Standard Time on regular
business days.Customers can contact us toll-free at 1.866.988.8324.CityView technical support will respond to telephone
inquiries using the Service Level Agreement provided in Table 1 below.
• Email Support
Email support is available by reaching our support team at cityviewsupport@harriscomputer.com
Please note that any suggestions for enhancements to CityView that you submit will become the property of CityView.CityView may use
this information for any CityView business purposes,without restriction, including for product support and development.CityView will
not use information in a form that personally identifies you.
Limitations
The following are not covered by CityView's Standard Support Agreement, but may be available as separate services on a time and
materials basis:
a) Services required due to misuse of CityView maintained software;
b) Services required due to software corrections,customizations,or modifications not developed by CityView;
c) Services required by the Customer to be performed by CityView outside of CityView's regular business hours;
d) Services required to resolve or work-around problems that cannot be reproduced in CityView's support environment;
e) Services which relate to tasks other than maintenance of the Customer's existing implementation and configuration of
CityView, including but not limited to,enhancing or adapting CityView for specific operating environments;
f) Services requested by the Customer to implement software updates provided by CityView.
Table 1.Service Level Agreement
Priority Definition Initial Commitment(CityView and Customer) Examples
Response
Time*
1 Operation/Service down or critically 2 Hours CityView and customer will commit • Users cannot login
impacted. Business process impacted. necessary resources to fix problem or obtain • Business process halted
(High) No known workaround. a workaround.
2 Operation affected,but not down. 4 Hours CityView and customer will commit • Cannot print
Business process is not affected. resources during normal business hours to • Cannot process payments
(Medium)Workaround may be available. resolve issue or obtain workaround. •
Application response is exceptionally
slow
3 Moderate to negligible impact.No 24 Hours CityView and customer will commit • Non critical feature not working
impact to business. necessary resources during normal business • Feature works but requires user
(Normal) hours to restore operation to satisfactory intervention
levels.
4 Request for information, 48 Hours Request-dependent. • Help file clarification
(Info.) documentation issues,and • Form design not in production
enhancement requests.
* Response time targets are during business hours only.
Obtaining More Information
Information about our support programs may be obtained by contacting the CityView support team at 1.800.665.5647,or via email at
cityviewsupport@harriscomputer.com.
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I.Table of Contents
Schedule"D"—Statement of Work
I.Table of Contents
Statement of Work
I. Table of Contents
I. Table of Contents 2
IL Background 3
III. Goals 4
IV. Scope 5
V. Work Approach 6
VI. Post Implementation Support 10
VII. Roles& Responsibilities 11
VIII. Schedule 16
IX. Project Acceptance 17
X. Change Order Management 18
XI. Issues& Problem Resolution 20
iewto II. Background
II. Background
The City of Augusta has been a valued CityView customer since 2007. Over the years there have been numerous
enhancements and technology changes to CityView. The City's current configuration has limited their ability to take
advantage of some of these changes as well as best practices now available. Some of the challenges the City is
looking to address are:
1. Streamline their workflows to bring them in line with today's best practices so that goals like a one-day
turnaround for online business applications can be achieved
2. Customer and work demands are increasing and productivity must increase to accommodate the demand.
3. The City wants to provide a solid foundation to add additional online services at a later date.
4. The City is also interested in the ability to automate the electronic plans review process which this project
will help facilitate.
Collectively, the above challenges place a burden on staff, making it difficult to provide the exceptional levels of
service given to customers, and tough to keep pace with growing demands. This project will help the City manage
and overcome these challenges and the following statement of work describes the activities that will be undertaken
in the reconfiguration of Business Licensing, Permits& Inspections and Code Enforcement.
CityView
III. Goals
III. Goals
The objectives of this project are to re-configure Business Licensing, Permits & Inspections and Code
Enforcement in order to:
1. Allow for uploading documents online through CityView Portal to facilitate the application process
so that one-day turnaround for online business applications can be achieved
2. Increase checks and balances to improve accuracy and consistency of application processing to
ensure quality.
3. Bring the current environment in line with today's best practices by standardizing business processes,
to save time, improve service and facilitate easier training of new employees.
4. Ensure future product enhancements can be enjoyed by end-users to improve productivity and
service delivery.
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IV. Scope
IV. Scope
Inclusions:
1. License of CityView Portal that allows applicants to upload their documents using the Upload
Submittals feature of CityView Portal.
2. Enhancement to allow submittal checklists to be presented to the user during the online application
process for a Business License. Note, this functionality already exists for permits
3. Reconfiguration of the workflow for Business Licensing, Permits & Inspections and Code Enforcement
to be in line with CityView's present-day best practices, including online submittal checklists and ability
for applicant to upload documents online.
4. Five (5.0) days of onsite training and go live facilitation at the end of the implementation. The (5.0)
days consists of 3 days onsite user training and 2 days onsite go live assistance
5. 2 days of configuration training to be provided onsite, after the go live facilitation, so that Augusta's
IT resources can understand how to maintain the new configuration.
6. Eight (8) hours of remote training on the use of Portal for online business license applications and
Permit Applications.
7. Quality assurance, project management, environment management for all above services.
Exclusions:
1. Provision of hardware, databases and third party software
2. Setup and support of network infrastructure supporting CityView
3. No letter templates will be configured; existing templates will be used.
4. No fee calculation configuration; existing calculations will be used.
5. No data conversion is included
6. No reports or report customizations are included
7. No conversion of existing, in-progress workflows to the new workflow.
8. Non-standard configuration —standard configuration would be what is provided in the "Inclusions"
above and what comes preconfigured in the system. Examples of non-standard configuration would
include; modifying record-level security from what is pre-defined; defining organizational role
security criteria other than those defined in the out of the box organizational roles(e.g. read-only
access to some sheets, read-write to others); creating business rules defining specific outcomes that
are tied to specific users of the system only(e.g. message box reminding of a process that needs to
be followed but where that message box is only invoked where a specific users is logged into the
system); While these are not included in the scope of this project, the configuration tools are
provided for the City to undergo such configuration yourselves.
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V. Work Approach
V. Work Approach
The implementation will follow the methodology described below. Sign off will be required following the
testing of the configuration prior to end user training.
Project Kickoff
The CityView Project Manager will review all documentation with respect to the implementation in order to
prepare the materials for project kickoff.
CITYVIEW will prepare an Implementation Project Plan.
Pre-configuration Activities
1. The City will provide a Backup of Augusta Production will be used to create a Development
environment (DEV).
2. CityView ill import the best practice workflows for Business Licensing, Permits & Inspections and Code
Enforcement into the DEV environment.
3. CityView will disable all business rules that currently "kick-off" a Business Licensing, Permits &
Inspections and Code Enforcement workflow and create new business rules to "kick-off" the new
workflow. This way, in-progress workflows will continue in accordance with the old workflows,
whereas new applications will follow the new workflows.
Module Walkthroughs/Data Collection
CityView will conduct remote walkthroughs with Augusta subject matter experts (SMEs) to review the best
practice workflows.
Following the walkthroughs, the City will be asked to complete workbooks to define the submittal checklists
and other changes required to allow the best-practice workflows to be adapted, where necessary, to Augusta's
practices.
Configuration
CityView will configure the environment to incorporate the required changes identified during the remote
walkthroughs and defined in the workbook. Portal configuration will be performed to ensure all necessary
information is being captured to facilitate a one-day turnaround on business license applications and Portal for
Permits & Inspections is in accordance with the new workflows.
Quality Assurance
CITYVIEW will undertake quality assurance activities throughout the project. The configuration changes are
verified by a peer review committee which includes the project team, members of research and development
and management, and occasionally subject matter experts from the customer's side.
Review and Validation
Remote walkthroughs will be conducted to show the SMEs how the environment is now configured and any
in-scope changes, identified through testing, will be made by CityView. The City will then complete testing of
the new configuration and be asked to formally accept the final configuration prior to end user training.
During the Review and Validation sessions CityView will document any changes, corrections, or deficiencies
for further action. A customer feedback mechanism is provided within the environment for immediate
Cilvinew
V. Work Approach
feedback and reporting of issues to our implementation specialists and developers should the City's SME's
conduct additional reviews without the CityView Implementation Specialist present.
In Scope Refinements
In scope corrections from the process of Review and Validation will be conducted. If out of scope issues are
raised through Validation, these will be handled through approved change orders.
User Acceptance Testing
On completion of the third Review and Validation session, the City will be provided a period of 2-4 weeks for
additional User Acceptance Testing on their own completely installed test system. CityView will provide
samples of User Acceptance Testing scripts. The CityView Implementation Specialist will monitor the client's
feedback and continue to make any in scope corrections. Provided the acceptance criteria have been met,
the City is asked to formally accept the delivered solution for go-live.
Phase 5:End User Training and Go-live
Final Environment
After the final environment receives client sign off CityView will restore the City's Test environment with the
new configured system in order to establish an environment that can be used for training purposes. CityView
will also deploy the changes to production just prior to go live.
User Training
CityView will conduct 3 days onsite user training.
Go-Live
CityView will deploy the configuration changes to the Production environment ready for go-live. After go-
live, CityView will provide 2 days of onsite go-live facilitation where an implementation specialist will be
available to help the users with questions as they arise, easing their concerns and complementing their
training.
During go-live facilitation the CITYVIEW project team will work with the City to record any known issues.
The CityView project team is responsible for the resolution of these known issues. 30 days after Go Live
CITYVIEW will request a formal letter of acceptance(the Statement of Completion, pursuant to the
Contractual Services Agreement)that substantiates the product has been delivered and is being used
successfully in a live, production environment. In the case of a partial go-live, a completion statement will be
requested for that part of the solution that has gone live.
During the first 4 weeks after go-live, the project team will begin to familiarize and transition the project to
the Technical Support group. At the end of 4 weeks the Project Manager will arrange a formal hand-off
involving the City of Augusta the CITYVIEW Project Manager and the CITYVIEW Support group formalizing
the transition of any new defects, bugs and support issues to the Support team.
Configuration Training
Immediately following the go-live facilitation, CityView will provide 2 days onsite configuration and
maintenance training to enable users to configure, maintain and evolve their business process within the new
CityView environment. Concepts that will be covered include Fee Maintenance and Workflow configuration.
Matrix of Responsibilities and Work Products
a
V. Work Approach
The following table provides a summary of the project. Responsibility and the lead for each step in the
process are defined and the deliverables received by the City are presented.
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Project Kickoff CityView CityView Project Project Plan
Manager
Workbook City City Project Completed workbook
Completion Manager
CityView Configured Environment in
Remote Configuration CityView Implementation CityView hosted development
Specialist environment, ready for Installation
and remote walkthrough.
Review and City Project Completed acceptance testing and
Validation/Acceptance City Manager notice to go live
Testing
CityView
End-User Training Team Implementation Completed training
Specialist
Advanced-User CityView
Training Team Implementation Completed training
Specialist
Go Live Team CityView Project Live production environment
Manager
Documentation
Documentation is available through CityView Connect, our on-line content management system. This is your
source for the most updated CityView information any time. You can search for a particular topic or browse
through the menu items. The Product Training Guides will step you through a full training session for a
particular topic. If you cannot find what you are looking for, it may just be an issue of terminology.
CityView Connect is accessible directly and within the CityView modules. By clicking the Help button, you get
direct access to the content in CityView Connect.
Documentation of your CityView solution is targeted to three main groups: business users, system
administrators and application developers. Documentation is provided at every level of training, focused on
the enabling objectives of the training in question.
CityView Connect is the main source of documentation for customers throughout the implementation and
beyond. The focus of CityView Connect is to ensure up to date information is being maintained in one
location, including details on new releases and the added functionality they contain. With each CityView
release, detailed Release Notes documents the changes to the release both for new features, feature
changes, and bug fixes. Any exceptions or changes for installation and upgrade are also noted.
CityView offers the following documentation:
➢ System technical documentation
➢ System end user's documentation
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V. Work Approach
➢ On-line Help Desk documentation
➢ System/Architecture diagrams
➢ Data Dictionary— under Non-disclosure Agreement
➢ Scope Documentation including—signed-off data collection materials
CityView
VI. Post Implementation Support
VI. Post Implementation Support
Detailed in Schedule C, CityView Service Level Agreement.
C. . .,
VII. Roles & Responsibilities
VII. Roles & Responsibilities
Below is a description of the roles and responsibilities of each of the resources in the Project.
Your CityView project team is comprised of:
➢ Project Manager,
➢ Implementation Specialist and trainer
➢ Quality Assurance Team.
Project Manager
He/she is involved in both the facilitation of the project as well as hands-on work in each project phase to
ensure that requirements are met and project deliverables are clearly defined. The responsibilities include:
1. Be the primary point of contact for the City's Project Manager
2. Ensure successful delivery of CityView's tasks
3. Participate, where necessary, in gathering of the business process requirements
4. In coordination with the City's Project Manager, create the project schedule and keep this
schedule up-to-date throughout the project
5. Coordinate the scheduling of tasks for the implementation according to the project
schedule
6. Manage the CityView project resources
7. In coordination with the City's Project Manager, co-conduct the project Kick-off meeting
8. Review and approve CityView's data collection scope documents for Sign-off
9. Seek sign-off on all CityView deliverables and approval documents from the City's Project
Manager
10. In coordination with the City's Project Manager, manage scope change control
11. Assist the City's Project Manager in defining the training and Go-Live plans
12. Support City in the Go-Live preparation steps
13. Hold review&status meetings with City's resources
14. Facilitate and provide timely resolutions to issues and concerns as it relates to CityView
resources, project issues, etc.
Implementation Specialist&Trainer
The Implementation Specialist(IS)will work closely with the City through remote sessions, follow up calls,
training, and demonstrations in order to define the scope of the configuration effort. The IS configures your
CityView environment and prepares the environment for the onsite activities. Typically the IS's also deliver
the end-user training and Go-live assistance. Responsibilities include:
1. Provide progress status to the CityView Project Manager
2. Perform the data collection and work with the City's Subject Matter Experts(SMEs)to
understand and collect the business requirements
3. Provide best practices recommendation and solutions where applicable
4. Compile the data collection documents
5. Configure the Software based on the data collection and workbook
Aga att
ultyView
VII. Roles & Responsibilities
6. Unit test the configuration
7. Provide configured system to Application Developer Team Lead and QA Team lead for
configuration review and testing
8. Provide validation and acceptance testing support
9. Work with the City's SMEs to log Validation feedback and correct mis-configuration items
io. Work closely with the CityView, Developers and QA Lead to answer any business related
question that might arise
1. Provide training to the different City groups as follows:
i. Subject Matter Experts
ii. Advanced Users
iii. End Users
12. Provide electronic copies of training sessions' agendas
13. Leverage adult learning methodology and teaching techniques while documenting and
escalating any concerns to the implementation Project Managers
Quality Assurance Team
Responsible for testing the quality of your CityView modules and any customizations and interfaces. They use
a combination of automated and manual testing on your environment. Bug Tracker Tools, Unit Testing, and
Manual Test Cases are used in a strategic test plan that results in a stable, error free application for delivery.
Responsibilities include:
1. Maintain QA environments on the same version as the City's Development Environment
for parallel testing and troubleshooting
2. Log test results, log issues in detail and provide issues logs to Application Development
team
3. Provide unit testing as detailed within roles above
4. Provide advice on timing and readiness of version releases.
C tgsd 01 s
VII. Roles & Responsibilities
We envisage the City's project team is comprised of:
> Project Manager,
➢ Subject Matter Experts(SMEs),
D Database Administrator,
> Systems and Network Administrators,
D Testers(often the same people as the SMEs),
> Application Administrators
> End Users.
City Project Manager
The City Project Manager is responsible for the overall City deliverables and the day-to-day management of
the project. This resource is the primary liaison between the CityView Team, and the City's project team.
Both Project Managers will work together to meet the objectives, address issues, facilitate resolution and
participate in active management of the teams. Below is a list of responsibilities to be performed by the
City's Project Manager:
1. Manage all City resources for project related activities
2. Manage the project(budget, timeline, quality, risks, scope, issues, deliverables, etc.) in
cooperation with CityView's Project Manager
3. Communicate project status to the Executive Sponsor and the project team leveraging
updates from CityView's status updates
4. Participate in the project meetings
5. Create, maintain, manage and refine the project schedule with all its elements in
cooperation with the CityView Project Manager
6. Maintain project standards especially Scope &Status reporting
7. Prepare, organize and co-conduct with the project kick-off meetings
8. Manage the delivery and coordination of City project tasks
9. Manage all project deliverables in coordination with CityView's Project Manager
10. Manage and streamline the issue management process in conjunction with CityView
Project Manager
11. Manage project deviations and take necessary corrective actions
12. Participate in gathering of the City's business process requirements when required
13. Plan, manage and execute the Acceptance Test efforts
14. Plan, manage and execute the end user training efforts
is. Provide timely reviews and potential sign-offs on all project deliverables approval
documents as presented by the CityView Project Manager
16. Review and accept project milestones
17. Manage the logistical activities of the end user training
a. Training facilities
b. Students booking
c. Scheduling of sessions
C
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VII. Roles & Responsibilities
d. Monitoring and logging the end user attendance
18. Capture the end user feedback
19. Responsible for internal & project communication
20. Provide guidance to project team members
21. Lead the Go-Live preparation planning
22. Participate heavily in the Go-Live preparation tests
23. Must provide Go/No Go Decision throughout the project phases
24. Must be present for Go-Live
City Subject Matter Experts
The Business Experts own the business process within their functional areas since they perform these day-to-
day business processes. These people collectively form the knowledge base of the City's business process
requirements. Such resources will be involved in the Data Collection, as well as approval of the Scope
Documentation and testing and acceptance of the configured system. They will further verify that the new
configured system meets the City's business requirements as outlined in the Scope Documentation. They will
participate in making decisions regarding the business processes and they will help both Project Managers
manage the project scope and all the associated deliverables. Below is a list of responsibilities to be
performed by the SMEs
1. Attend data collection &validation training sessions
2. Participate in appropriate project team meetings
3. Work with the CityView IS to validate the configuration through validation testing
4. Develop appropriate validation test cases based on business scenarios
5. Assist in the development of user procedures
6. Assist the project team in defining user access levels and privileges
7. Assist the project team in the Go-Live support planning
8. Provide end user post implementation Go-Live support where applicable
9. Assist the City's Project Manager in problem resolution
10. Support End User Training and documentation preparation
11. Must be present for Go-Live
City Database Administrator
This resource will be responsible for setup and maintenance of the different databases(Testing/Training and
Production)during the initial project phase and for any subsequent requirement. Below is a list of
responsibilities to be performed by the City's Database Administrator:
1. Setup the initial databases in conjunction with CityView resource(s)
2. On-going database configuration, monitoring, tuning and troubleshooting of the database
environments
3. Manage production database growth
4. Provide support to the project team during the project implementation as identified in the
project schedule
5. Manage the performance of the database
6. Establish and maintain database security and coordinate with application administration
the application security levels
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VII. Roles & Responsibilities
7. Include the databases in the normal backup routines and add them to the recovery
management plan
8. Coordinate activities with City network and workstation administrators
9. Manage and execute database installation and upgrade patches
10. Participate in user access rights and privileges planning, definition &testing
City Systems&Network Administrators
These resources will be required to provide assistance to the project team on an as needed basis. Below is a
list of responsibilities to be performed by the City's Systems & Network Administrators:
1. Prepare servers for initial software setup and configuration
2. Provide setup of servers and provide network connectivity
3. Setup required peripherals for the different environments
4. Setup testing environments as requested by the City's Project Manager
5. Participate in Go-Live preparation tests
6. Should be present for Go-Live
City End Users
These resources will be trained on the proposed modules and components. Below is a list of responsibilities
to be performed by the City's End Users:
1. Attend and actively participate in the appropriate training sessions provided by CityView
2. Understand existing business processes as well as the project scope at a reasonable level of
detail
3. Have good Windows navigation skills
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VIII. Schedule
VIII. Schedule
The final project plan will be defined by the Project Managers as an initial step in the project.
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IX. Project Acceptance
IX. Project Acceptance
After delivery of the fully configured solution, we expect the City to undertake acceptance testing using self-
generated testing scenarios. Should the testing identify any defects, CityView will provide in-scope fixes at no
additional charge in parallel to, or immediately subsequent to, the acceptance testing.
After all fixes deemed essential for go-live are provided and retested, the code will be frozen and deployment
will commence. Provided the acceptance criteria have been met, the City will be asked to formally accept the
delivered solution for Go-live. Following go-live the CityView project team will work with the City to record
any known issues. The project team is responsible for the resolution of these known issues. 30 days after Go
Live CityView will request a formal letter of acceptance that substantiates the product has been delivered and
is being used successfully in a live, production environment.
During the first 4 weeks after go-live, the project team will begin to familiarize and transition the project to
the Technical Support group. At the end of 4 weeks the Project Manager will arrange a formal hand-off
involving the City, the CityView Project Manager and the CityView Support group formalizing the transition
of any new defects, bugs and support issues to the Support team.
CitYVieW
X. Change Order Management
X. Change Order Management
To ensure timely and effective delivery of the project, the scope will be tightly managed. Project change
control procedures will be reviewed with the team at the beginning of the project to ensure that they are
clearly understood. This review helps establish a common understanding of the need for project change
control and the mechanics for implementing any changes to the scope of the project. Any alterations to the
project scope, budget, or schedule will be documented and authorized via the Change Control process.
A Change Control refers to any modification and/or new development deviating from the baseline
established in the Statement of Work and Scope Document. It includes changes to the software, database,
training, consulting services, or related processes. Each modification (or group of modifications)to the
Contract, Statement of Work, or Scope Document must be documented and approved by a Change Control
Form. All potential changes are compared against the project baseline in terms of functionality, schedule,
cost, upgrade capability, maintainability and resources. Change Control requests can be raised by any
member of the CityView or the City Project Teams.
The following steps will be followed with any changes to the baseline system:
• The change control process will begin with a team member identifying a function or design alternative
not already identified as part of the baseline system or a function that is part of the baseline but because
of design issues may impact cost, schedule, or resources
• The person requesting the change will complete a Change Control Form and forward it to the
appropriate Project Manager to determine cost, resources, and schedule impact, and the PM will forward
the request on to their counter-part. Once these are determined, approval by the CityView Project
Manager and the City Project Manager is required.
• Once approved (or denied), the change request is entered into the change control log and is placed on
the agenda of the next Joint PM meeting
Any impact to the cost, schedule and/or resources will be elevated to the City's Project Sponsor and CityView
Project Manager for their review and approval.
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X. Change Order Management
Sample Change Order Document
CHANGE ORDER DESCRIPTION
Request Date: Change#:
Client/Project:
Requestor: Created By
Description of the Requested Change:
List of attached documents:
Impact Assessment: Estimated impact to budget,work effort and schedule
Total Estimated Cost: Planned Delivery Date:
Payment Terms:
CHANGE ORDER APPROVAL
Comments By: Date:
Comments:
Print Name Signature Date
Client PM:
Client Executive:
CityView PM:
CityView Executive:
CitYVIeW
XI. Issues & Problem Resolution
XI. Issues & Problem Resolution
An issue refers to any matter that requires someone to make a decision, and about which no agreement has
been reached or can be routinely reached. Typically, issues impede project progress until they are resolved.
Change Control items may become issues if they're not dealt with quickly, but Change Control items are
specific to the process of authorizing design changes that impact scope, schedule or budget whereas issues
can be related to anything about the project that needs to be decided.
The CityView Project Manager will maintain an issue log and will assign responsibility for the resolution of
project issues and reports progress to the City's Project Manager and the CityView Project Team. Any Project
Manager or team member can submit an issue for logging and resolution. Most project issues are expected
to be resolved within the overall Project Team. If the issues are not resolved to the satisfaction of the Project
Team, they may need to be escalated to the Project Executive Sponsor or appropriate level.
Typical project situations requiring escalation include conflicting resource demands threatening project
staffing, group dependencies not being met, scope disagreements and issues with functionality of the
project's deliverables nearing release time.
CityView escalation levels in the order listed below:
1. Project Manager
2. Director, Professional Services
3. VP Business Operations
4. Executive Vice President
City escalation levels in the order listed below:
1. Project Manager
2. IT Director
3. City Manager
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SOFTWARE LICENSE AND SUPPORT AGREEMENT
This Software License and Support Agreement between CityView,an unincorporated division of N.Harris Computer Corporation
("CityView"),and Augusta,GA("Licensee") is effective as of November 14,2016(the"Effective Date").
Whereas CityView and Licensee entered into a Contractual Services Agreement dated November 14, 2016 for the provision of certain
professional services[in preparation of the license of certain CityView software to Licensee](the"Contractual Services Agreement");
Whereas CityView proposes to license its software application to Licensee on the terms and conditions set out in this Agreement;
Whereas CityView desires to provide the Licensee with support and maintenance services related to its software application;
Whereas the Licensee has received the proper approvals such that it will license the software application;
Now therefore,the two parties agree to the following:
1. DEFINITIONS
Throughout this Agreement, except as otherwise expressly provided, the following words and expressions shall have the following
meanings, and to the extent that any capitalized words are not defined in this Agreement but in either the Support and Maintenance
Agreement or in the Contractual Services Agreement, then those words shall have the meaning ascribed to them in those respective
agreements with priority being assigned to the Contractual Services Agreement and then to the Standard Support Service Level Agreement.
a. "Add-on"means an individual component of the software that provides a specific functionality.
b. "Agreement"means this Software License Agreement,including all of its Schedules and all instruments supplementing,amending
or confirming this Agreement.
c. "Application Builder" is a specific module that permits Licensee to have access to development tools within the Software.
d. "Core Software"means that portion of the Software that provides the base functionality which,when installed and implemented,
will always be in operation when the Software is in operation on the Designated Computer System.
e. "Designated Computer System" shall mean the Licensee's platform and operating system environment which is operating the
Software.
f. "Documentation" shall mean user guides, operating manuals, technical manuals, supporting materials, and other information
relating to the use of the Software,whether distributed in print, magnetic, electronic, or video format.
g. "Event of Default"shall have the meaning ascribed to it in section 7.
h. "Maximum Concurrent Users"shall have the meaning ascribed to it in section 3.
i. "Module"means a particular application component of the Software that-provides general functionality.
j. "Software" shall mean the licensed CityView application software consisting of the Core Software, the Application Builder, the
Modules and the Add-ons, including any updates provided subsequent to this Agreement, and including all copies made by
whomsoever produced.
k. "Source Code" of the Software means the Software written in programming languages, including all comments and procedural
code, such as job control language statements, in a form intelligible to trained programmers and capable of being translated into
object code for operation on computer equipment through assembly or compiling, and accompanied by documentation, including
flow charts, schematics, statements of principles of operations, and architecture standards, describing the data flows, data
structures, and control logic of the Software in sufficient detail to enable a trained programmer through study of such
documentation to maintain and/or modify the Software without undue experimentation.
I. "User"means an agent of Licensee who has been provided with permission by CityView to be a User or an employee of Licensee
while that agent or employee is engaged in using the Software.
m. "Desktop Configuration Tools" are a set of tools used for the process of defining the values of parameters for the Software.
This includes but is not limited to Lookup table values, Fees, Letter templates, Activity-based workflows, custom data fields and
business rules definable in the Software rules engine.
2. SCHEDULES
The Schedules described below and appended to this Agreement shall be deemed to be integral parts of this Agreement.
Schedule"A"- Description of Software, Software& Maintenance Fees, Payment Milestones and Deliverables
Schedule"B"- Optional Escrow Services Languages
Schedule"C"- Application Builder Correct Usage Protocol
Schedule"D"- CityView Standard Support Service Level Agreement
3. LICENSE
Subject to the terms and conditions of this Agreement, CityView hereby grants the Licensee a non-transferable, non-exclusive and limited
license to:
a. Use the Software on Licensee's Designated Computer System for its own internal business purposes or operations with access
to third parties as reasonably necessary for the intended use and otherwise in accordance with the Documentation. The Software
is in "use"on a computer when it is loaded into temporary memory(i.e., RAM)of that computer;
b. Copy the Documentation and copy the Software into any machine readable form for back-up, archival or training purposes in
support of the Licensee's use of the Software on the Designated Computer System PROVIDED THAT:
i. the Licensee shall maintain a record of the number and location of copies made and to erase all such copies promptly
when no longer in use or necessary;
ii. the copies,together with the original, shall remain the property of CityView; and
iii. the Licensee has not removed or obscured any copyright,trademark or other proprietary notices from the Documentation,
Software and related materials supplied by CityView; and
c. Customize the Software using the Application Builder and such customizations using the Application Builder are not subject to the
restrictions detailed in Section 4.
The Software and related materials supplied by CityView are protected by copyright and trademark laws. Title, ownership rights and
intellectual property rights in the Software and related materials supplied by CityView remain with CityView and any rights not expressly
granted are reserved. Use of the Software and related materials supplied by CityView is subject to the applicable copyright laws and the
express rights and restrictions of this Agreement.
The Software that is delivered to the Licensee includes all of the Modules, the Core Software, the Application Builder and the Add-ons.
The Licensee's use of these components is subject to the restrictions detailed in Section 4.
The number of Users who may access the Software at any one time is limited to the"Maximum Concurrent Users"as listed in Schedule
"A". Any request to increase the number of Maximum Concurrent Users may entail additional license fees. The Licensee is not restricted
in the number of employees or agents who may be permitted to use the Software. The restriction only applies to those accessing the
Software at the same time. ,
The Software and/or some components may be licensed with the designation of"Read Only"; where this occurs the license permits users
with view-only access to the Software but not the right to input,write or alter any data or information. Any applicable"Read Only"designation
will be stated in Schedule"A"and those aspects of the Software will be licensed as such.
The license rights granted herein and the other terms and conditions of this Agreement do not apply to any third party software listed in
Schedule"A"to this Agreement. Such third party software is licensed pursuant to and subject to all of the terms and conditions set out in
the applicable third party license agreements for such software. For greater certainty and without limiting the generality of the foregoing,
CityView makes no warranties, express or implied with respect to the third party software, including without limitation,their merchantability
or fitness for a particular purpose and CityView accepts no liability of any kind whatsoever with respect to third party software.
4. LICENSE RESTRICTIONS
a. Without limiting the generality of the License granted in Section 3 and any other restrictions listed in this Agreement, Licensee
shall not, and will not allow, direct or authorize any other party, directly or indirectly,to: (i)use the Software for any purpose other
than in connection with Licensee's primary business or operations; (ii)disassemble, de-compile, reverse engineer,defeat license
encryption mechanisms, or translate any part of the Software, (iii) attempt to reconstruct or discover the Source Code of the
Software or to otherwise convert it into human readable code; (iv)modify or create derivate works of the Software; (v)rent, lease,
lend,or use the Software for timesharing or bureau use; (vi)allow a third party to copy, access,or use the Software; (vii)take any
actions that would cause the Software to become subject to any open source or quasi-open source license agreement or; (viii)
attempt to access a Module or Add-on for which a license has not been granted. Licensee shall be wholly liable to CityView for
any misuse of the Software and these restrictions are absolute except as and only to the extent that this Agreement may expressly
permit CityView to do otherwise.
b. Licensee requires a separate License for each environment into which the Software or any portion thereof is read in machine-
readable form for operation on such Designated Computer System in a production environment.
c. The Licensee may only use the Software for which it has paid the license fees. Upon the payment of the applicable license fee
Licensee shall be provided with the electronic key which will permit Licensee to use the components of the Software for which it
has paid a license fee. The Licensee may at any time request a further license to use additional components, the use of which
shall be subject to the payment of the appropriate license fee and the provision of an electronic key.
d. The Licensee may only use the Application Builder where it has paid the appropriate license fee. Upon the payment of the
applicable license fee Licensee shall be permitted to use the Application Builder subject to any restrictions that may be detailed
in writing when such permission is granted.
e. Prior to the use of the Software for the initial and each renewal term, the use of the Software will be subject to the Licensee's
receipt from CityView of an electronic key permitting access to the Software. The receipt of the key is subject to the renewal of
the Standard Support Service Level Agreement. The Licensee acknowledges that it will not be able to use the Software in any
fashion without the use of the key and that it understands fully its obligations in order to receive each applicable key.
5. LICENSE FEES
The rights granted to Licensee hereunder are subject to the Licensee paying to CityView the following license fees:
a. A license fee to use the Software; license fee(s)in relation to the Modules for which the Licensee has requested access; and the
license fee related to the Application Builder, if requested by Licensee.
b. The appropriate license fees are detailed in Schedule"A"and the Modules for which a license is provided and whether a license
in the Application Builder is provided are also listed in Schedule"A" (including the details of the applicable license fees). The list
of licenses for Modules and the Application Builder may be amended from time to time by a Statement of Work that specifically
references this Agreement and which amends Schedule"A" by detailing those Modules that are being licensed or will no longer
be licensed in accordance with the terms of this Agreement.
The failure to pay such license fees within ninety days of an invoice shall automatically terminate this Agreement despite any cure periods
provided elsewhere herein and section 9(a)shall apply.
In addition to the above required license fees, any services applicable to the installation, implementation, training or configuration of the
Software (both at the time the initial license is granted and for any subsequent licenses) may require additional professional service fees
for the provision of the applicable professional services both of which would be subject to the applicable Services Agreement, Statement
of Work, and/or Change Order.
6.SUPPORT
In consideration of payment of the annual support and maintenance fee set out in Schedule "A" (the "Support and Maintenance Fees"),
CITYVIEW will provide:
a. Priority response on support requests regarding the Software,as described in the CityView Service Level Agreement Attached as
Schedule"D";
b. Remote diagnosis of operational issues related to the Software, provided that the Licensee has obtained,at its cost,the necessary
software, hardware and instruction to allow CITYVIEW to provide such assistance.
c. Updates for the Software at no extra charge except for magnetic media and courier costs,these updates to include minor changes,
enhancements, improvements, and problem resolutions;
In consideration of the services set out above, the Licensee agrees to pay the Support and Maintenance Fees in accordance with the
payment schedule set out in Schedule "A". Despite anything in the support terms or this Agreement to the contrary, the Support and
Maintenance Fees may increase by more than the fixed percentage increase if new modules are added to and become subject to this
Agreement as described in subsection 3(c) above, but only for the year in which such modules are added (or the following year if no
changes were made in the year the modules were added).
Where CITYVIEW has provided licenses to BLUEBEAM software pursuant to this Agreement,the Licensee must also purchase all support
and maintenance services for the BLUEBEAM software directly from CITYVIEW. CITYVIEW agrees that Support and Maintenance Fees
for the BLUEBEAM software shall not exceed the fees that would be charged by BLUEBEAM for equivalent support and maintenance
services. Licensee agrees that CITYVIEW's support and maintenance services for the BLUEBEAM software are special and cannot be
adequately provided by another third party because of the integration between the Software and BLUEBEAM software.
7. CONTEMPORANEOUS AGREEMENTS
The parties agree that execution of the following agreements are conditions precedent to the effectiveness of this Agreement and that the
following agreements shall be entered into no later than contemporaneously with the execution of this Agreement.
a. the Support and Maintenance Agreement which shall detail CityView's support obligations in relation to the Software; and
b. the Contractual Services Agreement which shall detail CityView's installation and implementation services for the Software.
Additionally,the Licensee shall have the option of entering into an Escrow Agreement.In the event that Licensee wishes to have the Source
Code to the Software deposited in an escrow account for Licensee's benefit, Licensee shall sign the escrow language in Schedule"B"and
such terms shall apply to this Agreement. If executed, the Escrow Agreement shall govern the terms and conditions whereby Licensee
could gain access to the Software source code for the purpose of maintaining and supporting the Software. Licensee shall be solely
responsible for the costs associated with the Escrow Agreement as may be invoiced by CityView.
An Event of Default shall be deemed to have occurred if CityView:(1)ceases to market or make available maintenance or support Services
for the Software during a period in which the Licensee is receiving support services pursuant to the Standard Service Level Support
Agreement,or,(2)becomes insolvent,executes an assignment for the benefit of creditors,or becomes subject to bankruptcy or receivership
proceedings, (3)ceases business operations generally or(4) has transferred all or substantially all of its assets or obligations set forth in
this Agreement to a third party which has not assumed all of the obligations of CityView.
•
8.TERM AND TERMINATION
Unless terminated earlier in accordance with the terms hereof,this Agreement shall commence on the Effective Date and is for a duration
of one (1)year(the "Initial Term"). After the Initial Term, this Agreement shall automatically renew for successive one (1) year periods
(each a"Renewal Term")not to exceed five (5)years from contract signing without submission for review and re-approval by the Augusta
Commission, subject to CityView's then current price structure unless either party provides written notice to the other party of its intention
not to renew within ninety (90) days of the end of the then current term. The Initial Term and each Renewal Term shall collectively be
referred to as the"Term".
a. Prior to the completion of the Project,this Agreement may be terminated by Licensee at any time by providing CityView with notice
only where the Licensee has terminated the Contractual Services Agreement in accordance with its terms. Otherwise, the
Licensee may only terminate this Agreement prior to the completion of the Project where CityView has materially breached its
obligations under this Agreement and failed to remedy them as permitted hereunder.
b. CityView may terminate this Agreement where Licensee fails to comply with its obligations of confidentiality or the obligations
under section 4(a) of this Agreement, whereby CityView must notify the Licensee in writing of such default (a "Default Notice").
Upon receipt of a Default Notice,the Licensee must correct the default at no additional cost to CityView, or issue a written notice
of its own disputing the alleged default, in either case within ten (10)days immediately following receipt of a Default Notice.
c. If the Licensee fails to correct the default,or issue a notice disputing the alleged default,in either case within ten(10)days following
receipt of the Default Notice, CityView may terminate the whole of this Agreement including the grant of license to the Software
and in such case the Licensee will be responsible for payment to CityView of only that part of the fee earned by CityView for that
part of the Services performed in accordance with the Contractual Services Agreement, unless that agreement states otherwise,
up to the time of communication of such notice of termination to the Licensee and the entire License Fee for all Software that was
fully installed on the Designated Computer System. Once a dispute has been settled, to the extent that any issues still remain
unresolved in the Default Notice, Licensee shall have ten(10)days to remedy such breach following the date of the settlement of
the other issues.
d. Despite the above, for any Default Notice alleging a breach Subsection 4(a) (iii), CityView may terminate this Agreement at any
time for a period of thirty(30)days following the delivery of a Default Notice despite Licensee rectifying such default.
9. PROCEDURE FOLLOWING TERMINATION
a. If this Agreement is terminated for any reason except an Event of Default, then within thirty (30)days following such
termination, the Licensee shall destroy/return the Software and any documentation to CityView, at CityView's absolute
discretion, and the Licensee shall certify, under the hand of a duly authorized officer of the Licensee, that all copies of the
Software and Documentation or any part thereof, in any form, within the possession or control of the Licensee have been
destroyed/returned to CityView.
b. Upon the termination of this Agreement for any reason except for an Event of Default, the Licensee will not be entitled to
access the Source Code through the escrow agreement where a valid escrow agreement exists.
c. Upon the termination of this Agreement for any reason whatsoever, (i)the parties agree that the Standard Support Service
Level Agreement expires on its own terms,(ii)and the confidentiality provisions shall survive and be binding on both parties
for five(5)years from the date of termination.
10.CITYVIEW'S PROPRIETARY RIGHTS
The grant of the License herein contained permits the limited use of the Software by the Licensee. Title to and all property in the Software,
its name, logo and computer stored data shall remain exclusively with CityView.
The Licensee hereby acknowledges that the Software and the Documentation is the property of CityView and that the Software constitutes
a trade secret,and agrees to exercise due care and diligence in safeguarding the Software,the Documentation and CityView's proprietary
interest.
The Licensee also acknowledges that any negligence or deliberate violation of this Agreement on its part which results in failure to
protect CityView's proprietary interest in the Software shall actually and materially damage CityView.
In order to ensure compliance with the terms of this Agreement, CityView shall be entitled, upon reasonable notice to Licensee and
subject to CityView's compliance with Licensee's reasonable security measures, to enter upon the Licensee's premises during normal
business hours and require the Licensee to produce such information, records and documents as may be required to ascertain
compliance.
CityView may revise or update the Software from time to time but shall have no obligation to provide such revision or update to the
Licensee, unless the Licensee has paid in full the Annual Support and Maintenance fee set out in Schedule"A".
11. LIMITED WARRANTY OF PERFORMANCE
CityView warrants to Licensee that:
a. The Software shall function as described in the user documentation accompanying the Software if the Software is properly used
in accordance with CityView's instructions.
b. The Software(including Software updates)will be provided via electronic delivery.
The warranty above is void if the Licensee modifies the Software without the written consent of CityView. Examples of such modifications
include, but are not limited to,the de-compiling and modifying of the source code, and tampering with the base set-up of the system.
For clarity, the parties agree that THE LICENSEE shall have the right to configure the Software using the Desktop configuration tools.
Where a license for Application Builder has been granted, THE LICENSEE shall have the right to use Application Builder in accordance
with Schedule"C"without voiding the warranties herein.
Except as specifically provided above, CityView expressly disclaims all other warranties in the Software, including, but not limited to the
implied warranties of quality or fitness for a particular purpose. The Licensee assumes sole responsibility for the selection of the Software
to achieve the Licensee's intended results,and for the installation, use and results obtained from the Software.
Licensee's sole recourse in the event the Software does not conform to the applicable documentation is the repair and replacement of the Software.
The Licensee agrees to allow CityView the opportunity to make repeated efforts within a reasonable time to correct programming errors or
malfunctions as warranted in this Agreement.
12.WARRANTY OF INTELLECTUAL PROPERTY RIGHTS
CityView warrants:
a. that it has the full right, authority and power to enter into this Agreement and to grant to the Licensee the Licenses and rights
conveyed by this Agreement;and
b. that the Software is an original work of authorship and does not infringe the intellectual property rights of others.
In the event there is a third party claim against Licensee alleging that Licensee's use of the Software in accordance with this Agreement
constitutes an infringement of a Canadian or United States patent, copyright, trade-mark or trade secret, CityView shall, at its expense,
defend Licensee and pay any final judgment against Licensee or settlement agreed to by CityView on Licensee's behalf; provided that
Licensee promptly notifies CityView of any such claim or proceeding and shall give CityView full and complete authority, information, and
assistance to defend such claim or proceeding. This indemnity is only effective where(i)Licensee has not made any admissions or begun
settlement negotiations either prior to or after providing notice to CityView of the applicable claim except with CityView's prior written
consent,(ii)CityView shall have sole control of the defense of any claim or proceeding and all negotiations for its compromise or settlement,
and(iii)Licensee has not modified the Software in any manner whatsoever except with the prior written consent of CityView.
Any breach by Licensee of its covenants under this section 12 shall nullify this indemnity but not the sole right of CityView to have full and
complete authority of the defense to defend such claim or proceeding and of all negotiations related therewith. In the event that the
Licensee's use of the Software is finally held to be infringing or CityView deems that it may be held to be infringing, Licensee agrees that
the sole remedy available to it is that CityView shall, at CityView's election: (1) procure for the Licensee the right to continue use of the
Application Software; or(2)modify or replace the Software so that it becomes non-infringing.
The foregoing states CityView's entire liability, and the Licensee's exclusive remedy, with respect to any claims of infringement of any
copyright, patent, trade-mark, trade secret or other property interest rights relating to the Software, or any part thereof or use thereof.
CityView's obligations under this Section 12 shall survive the termination and/or expiration of this Agreement.
Licensee may, at Licensee's sole cost and expense—which is outside the scope of this indemnity—retain counsel of its own choosing who
shall be permitted to attend all settlement conferences and hearings or other court appearances (except where the court has specifically
made an order against such attendance related to the proceeding.
13. REMEDIES AND LIABILITY
a. The Licensee and CityView recognize that circumstances may arise entitling the Licensee to damages for breach or other fault on
the part of CityView arising from this Agreement. The parties agree that in all such circumstances the Licensee's remedies and
CityView's liabilities will be limited as set forth below and that these provisions will survive notwithstanding the termination or other
discharge of the obligations of the parties under this Agreement.
i. EXCEPT FOR DAMAGES ARISING OUT OF (a) CITYVIEW'S BREACH OF ITS CONFIDENTIALITY OBLIGATIONS
OR (b) INDEMNITY OBLIGATIONS PROVIDED IN SECTION 12, BOTH PARTIES AGREE THAT CITYVIEW's
LIABILITY (UNDER BREACH OF CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE), IF ANY, FOR
ANY DAMAGES RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE LICENSE FEES OR THE SUPPORT
AND MAINTENANCE FEES, AS APPLICABLE, PAID TO CITYVIEW BY LICENSEE DURING THE THEN-CURRENT
TERM OF THIS AGREEMENT.
ii. IN ADDITION TO THE FOREGOING NEITHER PARTY SHALL BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL,
INDIRECT,SPECIAL OR OTHER DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO LOST REVENUE OR
LOSS OF PROFITS, EVEN IF SUCH OTHER PARTY HAS BEEN ADVISED OF THE LIKELIHOOD OF THE
OCCURRENCE OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY
LIMITED REMEDY.
iii. CLAUSES (i) AND (ii) SHALL APPLY IN RESPECT OF ANY CLAIM, DEMAND OR ACTION BY A PARTY
IRRESPECTIVE OF THE NATURE OF THE CAUSE OF ACTION UNDERLYING SUCH CLAIM, DEMAND OR ACTION,
INCLUDING, BUT NOT LIMITED TO, BREACH OF CONTRACT OR TORT.
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b. Where remedies are expressly afforded by this Agreement,such remedies are intended by the parties to be the sole and exclusive
remedies of the Licensee for liabilities of CityView arising out of or in connection with this Agreement, notwithstanding any remedy
otherwise available at law or in equity.
14. INJUNCTIVE RELIEF
The Licensee agrees that the breach of any term, provision or condition of this Agreement by the Licensee may cause irreparable damage
to CityView in which case an award of damages may not be adequate relief to CityView.Therefore,the Licensee agrees that in addition to
all the remedies available to CityView in the event of any breach of this Agreement by the Licensee, CityView shall have the right to obtain
timely injunctive relief to protect its proprietary right.
15.COUNTERPARTS
This Agreement may be executed in counterparts(whether by facsimile or PDF signature or otherwise), each of which when so executed
shall constitute an original and all of which together shall constitute one and the same instrument.
16.GOVERNING LAW
The validity and interpretation of this Agreement and each clause and part thereof shall be governed by the law of the state of Georgia
without reference to principles of conflict of laws.
17. ENTIRE AGREEMENT
This Agreement contains all the terms and conditions agreed on by the parties hereto with regard to the matters dealt with herein, and no
understandings or agreements, verbal or otherwise, exist between the parties except as herein expressly set out. This Agreement
completely replaces all other software license agreements that may have been entered into between the parties (including all precursor
entities, including those entities that have amalgamated with N. Harris Computer Corporation).
18. RIGHT TO ASSIGN
This Agreement and the rights and liabilities hereunder shall not be assigned by the Licensee unless consent in writing is obtained from
CityView.
19.SUCCESSORS AND ASSIGNS
This Agreement shall inure to the benefit of and be binding upon the respective successors and permitted assigns of the parties.
20.SEVERABILITY
If any portion of this Agreement is declared by a court of competent jurisdiction to be invalid or unenforceable, the remaining provisions of
this Agreement shall continue in full force and effect.
21.WAIVER
No waiver of any default shall constitute a waiver of any other breach or default, whether of the same or any other covenant or condition.
No waiver, benefit, privilege or service voluntarily given or performed by other parties shall give the other any contractual right by custom,
estoppel, or otherwise.
22. MEDIATION
The parties agree to submit any claim, controversy or dispute arising out of or relating to this Agreement or the relationship created by this
Agreement to non-binding mediation before bringing a claim, controversy or dispute in a court or before any other tribunal. The mediation
is to be conducted by either an individual mediator or a mediator appointed by mediation services mutually agreeable to the parties. The
mediation shall take place at a time and location which is also mutually agreeable;provided;however, in no event shall the mediation occur
later than ninety(90)days after either party notifies the other of its desire to have a dispute be placed before a mediator. Such mediator
shall be knowledgeable in software system agreements. The costs and expenses of mediation, including compensation and expenses of
the mediator(and except for the attorney's fees incurred by either party), is to be shared by the parties equally. If the parties are unable to
resolve the claim, controversy or dispute within ninety (90) days after the date either party provides the other notice of mediation, then
either party may bring and initiate a legal proceeding to resolve the claim, controversy or dispute unless the time period is extended by a
written agreement of the parties.
23. ALLOCATION OF RISK
Licensee acknowledges that the limited warranties, disclaimers and limitations of liability contained in this Agreement are fundamental
elements of the basis of bargain between Licensee and CityView and set forth an allocation of risk reflected in the fees and payments due
hereunder.
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IN WITNESS WHEREOF, icensee and CityView have executed this Contract as evidenced by dual signature below.
ACCEPTED: ACCEPTED:
CityView Authorized Signature: Licensee Authorized Signature:
Name: v 4 �( i ame: 16%,-vA't
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Title: gKCC,t✓iTi vE kit C 'RC C:Sr�& J1f(/44 Title. ,a,y�/
Date: &6V /6 r Date: 2I 'LP
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Schedule A
to the Software License and Support Agreement
Software&Maintenance Fees. Payment Milestones and Deliverables
Description of Software
Software&Licensing: Quantity Price PTement
Terms
CityView Application Software:
CityView Property Information* 1 $0
CityView Permits&Inspections* 1 $0
CityView Code Enforcement* 1 $0
CityView Planning* 1 $0
CityView Licensing (Business)* 1 $0
CityView Cashiering* 1 $0
CityView Portal(licensed for Property Information, Permits& Invoiced
1 $0 upon
Inspections, Business Licensing, and Contractor Licensing)*
execution
CityView Portal license to allow for the uploading of submittals 1 $6,250 of the
User Software: contract,
due net
Concurrent Read/Write User Licenses* 50 $0 30 days.
CityView Application Builder* 1 $0
CityView Mobile(Permit Inspections)* 5 $0
CityView Mobile(Code Enforcement Inspections)* 5 $0
Server Software:
CityView Server(required)* 1 $0
CityView GIS/mapping Extension* 1 $0
CityView MS Outlook Add-in* 1 $0
CityView will:
•Send the licensing key for New CityView Licenses
v
*The City is currently licensed and pays maintenance for these software components
Due on
execution of
Mandatory Annual Software Provides: this
Maintenance(subject to annual •All major and minor software upgrades agreement,
increase)in addition to your current • Unlimited technical support; $1,375 and prorated
software maintenance contract • Unlimited access to the CityView FTP site to the City's
• Unlimited access to the CityView Connect current
renewal
•eriod
_ 1 bit 1
Schedule B
CitvView Escrow Services Aareement
CityView/Harris Computer Systems
Escrow Services Agreement
SERVICES AGREEMENT by and between CityView("CityView"), a division of Harris Computer Systems Corporation, a Canadian Corporation and
wholly owned subsidiary of Constellation Software, Inc., having offices at#4464 Markham St—Suite 2307, Victoria, BC, V8Z 7X8 and Augusta, GA
("Customer'),having offices at 535 Telfair St.Augusta,GA 30901,is made and entered into as of the 14 day of November,2016.
PREAMBLE
WHEREAS:
a) CityView owns or has the right to license certain Software("Programs");and
b) CityView provides software escrow services ("Escrow Services")to its licensees and is willing to provide such services to Customer on the
terms and conditions specified in this Agreement;and
c) Customer has licensed the Software("Programs")specified in the Contractual Services Agreement dated November 14,2016
d) The initial Support and Maintenance period specified in the Contractual Services Agreement has not expired or the Customer has made timely
renewal payments;
THEREFORE in consideration of the premises and of the mutual covenants herein set forth,the parties agree as follows:
PROGRAMS ANNUAL FEES UPDATE FEES
As specified in the Contractual Services Agreement $0 $500
SECTION 1:CITYVIEW PROGRAMS
1.1 "Program" means the software application(s) set in the Contractual Services Agreement or otherwise made available by CityView or use by the
Licensee as a part of this Agreement.
SECTION 2: ESCROW SERVICES
2.1 Term: Escrow Services will commence on the date of execution of this Agreement and will continue as long as the Customer is covered by Support
and Maintenance pursuant to the Software License and Support Agreement and any Support and Maintenance Service Agreement entered into
between the parties and so long as the Customer has paid the applicable Escrow Service Fees. Escrow Services will terminate automatically upon
the termination of the Software License and Support Agreement or of an applicable Contractual Services Agreement, Service Agreement, or upon
non-payment of Support and Maintenance fees or Escrow Services Fees.
2.2 Charges: The fee for the first delivery of the Escrow Materials will be the Annual Fee. Subsequently,the Annual Fee will be billed as a supplementary
charge to the Support and Maintenance fees under the same payment terms. Should Customer request Escrow Materials outside the normal release
update cycle,the Update Fee will apply.
2.3 Delivery of Escrow Materials: "Escrow Materials" is defined as a sealed package containing a copy of the Program's source code on CityView
supported electronic medium in the format and system environment used by CityView and Customer in its own operation to generate object code,
together with a copy of the existing systems documentation developed for the Programs and the specifications for the operating environment and
software tools required to make effective use of the source materials. Escrow Materials will be shipped within ten(10)days of the initial payment of
the Annual Fees to CityView's then current Escrow Agent, Jones Emery Hargreaves Swan, Suite 1212- 1175 Douglas Street,Victoria, B.C.,V8W
2E1. Subsequently, provided Customer has maintained payment of the Support and Maintenance fees and Escrow Services Annual Fees, the
existing Escrow Materials will be exchanged for a replacement set comprising the then-current source and documentation and shall again be placed
with CityView's then current Escrow Agent,such exchange occurring as soon as practical following the shipment of a new release of the Programs.
2.4 Access to Escrow Materials: Escrow Materials shall remain in a sealed package and shall be held, in trust, by CityView's Escrow Agent. Customer
shall be entitled to verify with the Escrow Agent that the Escrow Materials(namely the sealed package containing the then current source code)have
been placed with CityView's Escrow Agent. However, Customer shall not be entitled to access the Escrow Materials unless and until one of the
following events occur:
a) CityView is unwilling or unable to complete modifications to the programs which are required to allow Customer to comply with regulatory or
legal requirements which are beyond the control of Customer;or
b) CityView takes advantage of the insolvency laws of any jurisdiction;or
c) CityView makes an assignment in bankruptcy or is adjudicated as bankrupt pursuant to section 7 of the United States Code;or
d) CityView makes a general assignment for the benefit of its creditors;or
e) CityView has a receiver,administrator or manager of its property,assets or undertakings appointed in such circumstances as would adversely
affect the continuing use by Customer of the Software specified in the Contractual Services Agreement;or
f) CityView is ordered by any Court of competent jurisdiction to be wound up;or
g) CityView becomes insolvent;or
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h) CityView ceases doing business as a going concern.
2.5 Warranties of CityView: Provided Customer complies with the terms of the Software License and Support Agreement and all Supplements and
Addendums thereto and pays the agreed Support and Maintenance fees, CityView will, to the extent that it is still supplying such services to other
customers,warrant that the Escrow Materials and replacement Escrow Materials delivered under this Agreement will be complete,accurately reflect
the most current version of the source code of the Programs used by Customer, incorporate all changes made to the Programs or the source code
thereof from the previous time the Escrow Materials were delivered to CityView's Escrow Agent under this Agreement,and contain no passwords or
other devices that would prevent or prohibit the use of the Escrow Materials at any time should an event in s.2(4)occur.
2.6 CityView's Intellectual Property: Customer acknowledges that the Escrow Materials are and shall remain solely CityView's property (tangible and
intellectual). Customer furthermore acknowledges that any breach or violation of this Agreement would cause CityView irreparable harm and that
legal remedies,in themselves,may not adequately remedy such breach or violation. CityView therefore shall be entitled to pursue,in addition to any
legal remedy available to it,all equitable remedies(including injunctive relief and specific performance). Customer hereby warrants that it shall not
attempt to access,except pursuant to the provisions of this Agreement,the Escrow Materials and replacement Escrow Materials delivered under this
Agreement to CityView's Escrow Agent. Even in the event of access to the Escrow Materials by Customer pursuant to s.2(4),Customer acknowledges
that it shall only be entitled to use the source code and documentation in the same manner in which Customer is permitted to use the object code of
the Programs as specified in the License,with the additional license to modify the source code and convert it to executable object code. In particular,
without restricting the generality of the foregoing, the release, modification, enhancement, or alteration of the Escrow Materials does not alter
CityView's complete and sole ownership of all property rights in the Programs and Customer shall sign all written instruments to this effect if required
by CityView or an agent acting on behalf of CityView. Customer furthermore acknowledges that any resultant modification or enhancement to the
Escrow Materials shall become CityView's intellectual property and Customer shall sign all written instruments to this effect.
SECTION 3: PAYMENT
3.1 Excepting the initial invoice that is due upon execution of this Agreement,all fees shall be paid within thirty(30)days after receipt of the invoice.
Customer shall pay all applicable shipping charges and taxes,exclusive of CityView's income and corporate franchise taxes. If any invoice is not
paid within thirty(30)days,Customer shall pay a late payment charge of 1%per month on the unpaid amount,together with the amount of the
original invoice. Customer shall reimburse CityView for all reasonable costs incurred(including reasonable attorneys'fees)in collecting past due
amounts owed by Customer.
SECTION 4:TERMINATION AND DEFAULT
4.1 Termination: At Customer's option,this Agreement may be terminated by providing notice in writing to CityView at least thirty(30)days prior to an
annual Escrow Services renewal date. Upon termination, CityView's Escrow Agent shall return all Escrow Materials to CityView and any and all
rights enjoyed by Customer hereunder shall automatically and immediately terminate.
4.2 Remedy of Default: This Agreement may be terminated by either party if the other fails to perform or comply with any provision of this Agreement,
provided that a party intending to terminate under this provision will provide written notice of the applicable default to the defaulting party, and
termination based thereon will only be effected if the defaulting party fails to rectify the specified default within ninety (90)days after receipt of such
notice.Upon the occurrence of an Event of Default by CityView and failure by CityView to remedy,if Customer elects not to terminate this Agreement,
then the Customer shall be entitled to have access to the Escrow Materials currently in CityView's Escrow Agent's possession and the Escrow
Materials will,subject to the provisions of s.2(6)hereof, be released from the escrow restrictions forthwith.
SECTION 5:GENERAL PROVISIONS
5.1 Assignment: Neither party hereto shall be entitled to assign that party's rights and obligations under this Agreement without the express written
agreement of the other party,such agreement not to be unreasonably withheld.
5.2 Severability:Any provision of this Agreement which is prohibited by law or is unenforceable will be ineffective only to the extent of such prohibition
or unenforceability without invalidating the remaining provisions hereof.
5.3 Enurement: This Agreement will enure to the benefit of and be binding upon the parties and their respective successors and assigns.
5.4 Modification:This Agreement may not be modified except in writing by an authorized signatory of each party.
5.5 Non-Solicitation: The parties agree that during the term of this Agreement, and for a period of two(2)years thereafter, they will not, without the
express prior written consent,directly or indirectly,solicit any person for employment,who is currently employed by the other party. In addition,any
person who has been previously employed by either party, shall be prohibited from servicing or providing consultation within the scope of work
contemplated by this Agreement for a minimum of two(2)year after their current employment.
5.6 Marketing:Customer agrees that CityView may publicly refer to Customer orally and in writing as a client of CityView. Any other reference to
Customer by CityView requires the written consent of Customer.
5.7 Notification:All notices under this Agreement shall be in writing and delivered by overnight delivery service or certified mail,return receipt
requested,to the address specified above. Either party may change its address by providing notice in accordance with this Section.
5.8. Governing Law:The Agreement shall be governed by and construed in accordance with the laws of the Province of British Columbia.
This Agreement shall attorn to the jurisdiction of a competent court within a mutually agreed upon region in the Province of British Columbia.
IN WITNESS WHEREOF,the parties hereto have caused this Agreement to be duly executed as of the date set forth above.
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Schedule C
CityView Service Level Agreement
The purpose of this Exhibit is to provide our customers with information on our standard coverage,the services which are included as part of your
annual software support,a listing of call priorities,an outline of our escalation procedures and other important details.
Contract Term:1 Year(renewable annually)
Support Channels:Web,Email or Telephone
Support Requests Allowed:Unlimited
Who Can Report:Individuals who are trained in the use of CityView can report issues to Customer Support.
Hours of Coverage:Coverage hours are 8:30 a.m.to 8:30 p.m.Eastern Standard Time from Monday through Friday,excluding CityView Technical
Support observed holidays. (Only those statutory holidays that coincide between Canada and the United states are observed by CityView Technical
Support.)
Accessing Support:The preferred method of opening a support incident is to use our CityView Connect Feedback mechanism within the software.
Telephone support requests should be preceded by filing a support request within CityView Connect web site,including a detailed problem
description. Telephone support requests will be answered live during business days,though staff may be involved serving other customers.If your call
is not answered live,please leave a message,including the support request tracking number you received from the electronic filing,your name and
phone or pager number.Messages are typically responded to within two hours.
Auto Acknowledgement:CityView Connect will assign a case number,accessible from the CityView Connect Feedback Status web page. Email and
telephone correspondence will also result in cases being created and those will be available for review through the CityView Connect Feedback Status
web page.Whenever the status of your incident changes,an email notification will automatically be sent to the individual that opened the call.
Request Response Time:A technical support engineer will respond to all requests within the time frames specified in Table 1. Business hours are 8:30
a.m.to 8:30 p.m.Eastern Standard Time from Monday through Friday,excluding CityView Technical Support observed holidays. Only those statutory
holidays that coincide between Canada and the United States are observed by CityView Technical Support. We process requests in the order of their
priority followed by order of submission.
What we will do if we don't hear back from you:If we don't hear back from you in ten business days,we will close your support request and mark it
as"Closed/No response from customer."
Resolution of Bug-Related Requests:We will keep your request open and follow up when a fix is available in a production release.We will also contact
you if we post an experimental build that will help with your problem.
What We Need to Help You
CityView wants to be as responsive as possible to your support needs.To accomplish this goal,the CityView customer support staff relies on your
knowledge,self-sufficiency,and thoroughness during the troubleshooting process.You reap the benefits from this effort—it allows CityView to focus
on the more difficult problems and make the product more robust. It also helps control the amount CityView charges for support.
• Knowledge:You should be experienced in the installation,operation,and maintenance of the hardware,desktop,and network operating
systems,and applications in your environment before you install CityView.
• Self-sufficiency:Please be as self-sufficient as possible when you encounter problems.You can do this by referring to technical
documentation for your environment and by searching our CityView Connect Help site to determine if your issue is addressed before you
submit it to our customer support staff.
• Complete information:As with any troubleshooting process,accurate and timely resolution depends on information.When you request
support,please fill in all relevant fields in the request form,provide a detailed problem description,and attach any appropriate log files.
Please note that using the CityView Connect Feedback mechanism within the product records most of this information automatically;
therefore,it is the preferred way to submit a request to support because it guarantees we get this information with minimal effort from
you.Unfortunately,when the request information is incomplete,it will take longer to resolve your issue.
• Preparation:If you call us for support,be prepared to provide the same level of information as is requested on the request submission
form.You can help reduce the time to resolution by completing the online support request form and attaching files as directed.Then,
simply provide us with the request number when you call.In addition,please have immediate access to the computer(s)on which CityView
products are running.
How to Access Support
CityView offers several methods of accessing support described below. Please note that for Priority 1(see Table 1)issues,customers are encouraged
to submit their incident online and then follow up via CityView's toll-free phone number:
CityView Connect is the best way to receive support for our product. This feature is available from the Home page of our software as well as in many
of our add-on products.
Ci
Home Print Data
Help Feedback Feedback
Status
,,i ,:co--ie::
• CityView Connect Feedback(preferred method)
If there is a feature you are having trouble using,or,if there is a feature you really like,please let our team know about it. Within CityView,
use the Feedback button to let us know about your question or inquiry. If you have a feature request for our team,please use this method
to let us know what you would like to see in the product. The information can also include screenshots and documents to help describe
your feedback.
• CityView Connect Help
The Help button will redirect your internet browser to our CityView Connect Help site
(http://cityviewhelp.iharriscomputer.com/CityViewCMS). The site is available for customer self-service,and is comprised of a searchable
content management system and downloadable updates,including links to our release notes and latest features.
• CityView Connect Feedback Status
Our CityView Connect Feedback Status link redirects to our Connect Feedback website
(http://cityviewsupport.harriscomputer.com/connect). This site will allow users to log new support incidents and check the status of
previously submitted incidents on a 24 x 7 basis. Please contact our support group by telephone or email if there are preferred individuals
who should be able to review all site calls.
• Telephone Support
Telephone technical support is available between the hours of 8:30 a.m.to 8:30 p.m.Eastern Standard Time on regular business days.
Customers can contact us toll-free at 1.866.988.8324.CityView technical support will respond to telephone inquiries using the Service Level
Agreement provided in Table 1 below.
• Email Support
Email support is available by reaching our support team at cityviewsupport@harriscomputer.com
Please note that any suggestions for enhancements to CityView that you submit will become the property of CityView.CityView may use this
information for any CityView business purposes,without restriction,including for product support and development.CityView will not use information
in a form that personally identifies you.
Limitations
The following are not covered by CityView's Standard Support Agreement,but may be available as separate services on a time and materials basis:
(a) Services required due to misuse of CityView maintained software;
(b) Services required due to software corrections,customizations,or modifications not developed by CityView;
(c) Services required by the Customer to be performed by CityView outside of CityView's regular business hours;
(d) Services required to resolve or work-around problems that cannot be reproduced in CityView's support environment;
(e) Services which relate to tasks other than maintenance of the Customer's existing implementation and configuration of CityView,including
but not limited to,enhancing or adapting CityView for specific operating environments;
(f) Services requested by the Customer to implement software updates provided by CityView.
Table 1.Service Level Agreement
Priority Definition Initial Commitment(CityView and Customer) Examples
Response
Time*
1 Operation/Service down or critically 2 Hours CityView and customer will commit necessary • Users cannot login
impacted.Business process impacted. resources to fix problem or obtain a
(High)
No known workaround. workaround. • Business process halted
2 Operation affected,but not down. 4 Hours CityView and customer will commit resources • Cannot print
Business process is not affected. during normal business hours to resolve issue
(Medium)
Workaround may be available. or obtain workaround. • Cannot process payments
• Application response is
exceptionally slow
3 Moderate to negligible impact.No 24 Hours CityView and customer will commit necessary • Non critical feature not
impact to business. resources during normal business hours to working
(Normal) restore operation to satisfactory levels.
• •
4 t e
Oty
• Feature works but requires
user intervention
4 Request for information,documentation 48 Hours Request-dependent. •_Help fi1e clarification
issues,and enhancement requests.
• Form design not in
(Info.)
production
*Response time targets are during business hours only.
Obtaining More Information
Information about our support programs may be obtained by contacting the CityView support team at 1.800.665.5647,or via email at
cityviewsupport@ harriscomputer.com.