HomeMy WebLinkAbout12-134 - CRW Systems - Permit System Software Installation12-134
Council Approval 9/4/12
AGREEMENT
FOR THE INSTALLATION AND USE OF
COMMUNITY DEVELOPMENT SOFTWARE SOLUTION
This Agreement is entered into this 5 j4d; day of November, 2012, by and between CITY OF TUKWILA, WA, (hereinafter "CLIENT
and CRW SYSTEMS, INC., (hereafter "CRW for the installation of a permit and code enforcement software, and other services, as
specifically provided herein (hereafter referred to as "the Project
IN CONSIDERATION of the covenants as set forth in this Agreement, CLIENT and CRW agree as follows:
A. SCOPE OF SERVICES
A.1. PROJECT DESCRIPTION:
The Project is more specifically defined as follows: acquisition, installation, configuration, implementation and
production validation /testing of an automated permit management, project tracking, and code enforcement
tracking software system, and related subsystems.
A.2. AGREEMENT CONTENTS:
This Agreement includes the following Exhibits, which are attached hereto and incorporated into this Agreement
by this reference:
Exhibit A.
Project Scope of Work.
Exhibit B.
Project Milestone and Payment Schedule.
Exhibit C.
Project Cost Summary
Exhibit D.
Software License
Exhibit E.
System Acceptance Testing
A.3. COMMENCEMENT DATE:
A.3.1. The commencement date for the services to be provided by CRW shall be the date upon which CRW is
in receipt of all of the following: (a) a fully executed original of this Agreement, (b) written notice to
proceed provided by CLIENT. CRW shall not be obligated to perform any work pursuant to the Project,
including labor or materials, prior to the commencement date as defined herein.
A.3.2. A Scope of Work, with itemized pricing of various items associated with the Project is attached hereto
as Exhibits A and B, and incorporated herein by this reference. Subject to CLIENT'S duties and
responsibilities provided in Section C, the time periods set forth in Exhibits A and B shall be adhered to.
The time periods indicated are provided as a general understanding of the estimated time period in
which various Project items will be completed. It is not intended to impose strict deadlines for
completion of all or any part of the work.
A.2.3. The time schedule provided in Exhibit B Project Milestone and Payment Schedule is based in large part
on the assumption that CLIENT will provide all necessary information to CRW in a timely manner in
accordance with Section C of this Agreement.
B. DUTIES AND RESPONSIBILITIES OF CRW
B.1. CRW RESPONSIBILITIES:
B.1.1. After the commencement date, CRW shall perform the following services in accordance with the
mutually agreed upon Project Scope of Work in Exhibit A:
(1) Install Permit Management, Project Tracking Electronic Plan Review software.
(2) Provide data conversion of CLIENT'S existing data and incorporate data into CRW system.
(3) Provide configuration assistance in accordance with work processes and business rules established
prior to the Workbook Collection meeting.
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(4) Provide hands -on, Administrator Training, as specifically provided herein.
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(5) Provide on -site, hands -on, User Training, as specifically provided herein.
(6) Provide remote access support during Annual Maintenance period. CLIENT to provide local
workstation with remote connection and appropriate remote access software.
B.1.2. CRW shall install software and diligently provide all services in a timely workmanlike manner by
experienced and competent personnel in accordance with the care and skill ordinarily exercised by
members of the profession practicing under similar conditions at the same time and in the same or
similar situation in accordance with applicable professional standards. If any element of the Professional
Services does not conform to the warranty on professional standards, then CLIENT shall notify CRW in
writing of such nonconformance. CRW shall timely re- perform such element in a manner that does
conform; provided, however, that if such re- performance is impracticable CRW shall timely refund the
fees allocable to such nonconforming element.
Any additional services must be evidenced by a written modification of this Agreement, or change
request agreed to by both parties. Services to be provided do not include hardware.
B.1.3. CRW remote access to CLIENT's system must be approved in advance by the CLIENT's IT Department
and is only to be used for the normal support of the Software. CRW will comply with CLIENT's
technology policy. Background checks on each individual with access may be requested by CLIENT, with
each individual having their own sign -on so access and usage can be tracked.
B.1.4. CRW Marketing. No news releases, including photographs, public announcements, or confirmations of
the same, relating to any part of the subject matter of this Agreement or any phase of providing the
Professional Services shall be made without prior written consent of CLIENT. The information which
CRW acquires related to its performance of the Professional Services shall be kept confidential unless
the release of information is authorized in writing by CLIENT, which authorization shall not be
unreasonably withheld.
B.1.S. CRW warrants that to the best of its knowledge there are no viruses, backdoor entries, time bombs,
unauthorized programming, lockout devices or other disruptive technologies being shipped with
deliverables, products or software in this Agreement. CLIENT will notify CRW in writing if it detects such
disruptive technologies and will provide any information that it may have regarding the nature of such
non conformance. CRW will correct such non conformance in a timely manner and at no cost to CLIENT.
B.2. MAINTENANCE AND SUPPORT:
CRW shall provide maintenance and support services to CLIENT immediately following completion of System
Acceptance Testing. Annual Maintenance and Technical Support fees are payable upon System Acceptance, and
are renewable on the anniversary date of System Acceptance.
Contract #2012 -1132 specifies contract terms for ongoing maintenance and support services.
B.3. NOT RESPONSIBLE FOR DAMAGES DUE TO UNFORESEEN DELAYS:
Neither CLIENT nor CRW shall be responsible for any damages resulting from delays outside of its reasonable
control, including, but not limited to, (a) failure of CLIENT to furnish timely information; (b) failure of CLIENT to
timely approve or disapprove of CRW's work, and /or (c) strikes, lockouts, accidents, or acts of GOD.
C. DUTIES RESPONSIBILITIES OF CLIENT
C.1. INFORMATION TO BE PROVIDED BY CLIENT:
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C.1.1. CLIENT will provide all reasonable information necessary for CRW to establish the permit software
control files, including but not limited to:
(1) Current valuation and fee structures
(2) Current Permit, Project, and Case types designations and categories
(3) Examples of all current reports used by the CLIENT relating to permit management.
(4) Any exceptions to the typical permit process, or any special permit processing requirements.
C.1.2. The CLIENT will provide CRW with access to CLIENT workstations and disk space for installation of the
software. CRW agrees that access must first be approved in advance by CLIENT's IT Department and
that it will comply with CLIENT's security and technology policy requirements.
C.1.3. The CLIENT will ensure and provide that staff who will be trained in the use of CRW software will have
sufficient basic knowledge of permit processing and MS- Windows functions.
C.2. CLIENT COOPERATION:
C.2.1. CLIENT understands that timely completion of the Project is dependent in significant part upon the
timely cooperation of CLIENT in providing information to CRW necessary to complete the project,
including, but not limited to: (a) Data obtained from CLIENT'S present system to be incorporated into
the new CRW system; and (b) information relative to desired permit forms to be incorporated into the
CRW system.
D. COMPENSATION
D.1. CRW COMPENSATION FEES:
CLIENT agrees to compensate CRW for professional services rendered and software acquired under this
Agreement for the total contract price not to exceed $312,750 [Three Hundred Twelve Thousand, Seven
Hundred Fifty Dollars], which amount shall include all labor and materials associated with this Project as specified
in Exhibit C "Project Cost Summary". Total Contract Price does not include any changes to the work as may be
requested by CLIENT and incorporated into the project pursuant to a written request by CLIENT as provided in
section E of this Agreement.
Sales, Use, Excise, or any State or Local taxes and /or licenses which may apply to this project are the responsibility
of CLIENT.
D.2. TERMS OF COMPENSATION:
CRW will submit invoices for work successfully performed and completed according to the payment schedule
shown in Exhibit B "Project Milestone and Payment Schedule." Project cost is divided into five (5) payments, each
of which is due and payable upon completion of the preceding milestone step. CLIENT agrees to notify CRW of
any disputed invoice within 10 business days of receipt of such invoice. Failure of CLIENT to pay undisputed
invoices within 30 days of receipt will subject CLIENT to a late payment fee computed at a periodic rate of 1.0%
per month of the undisputed amount past due, representing an annual percentage rate of 12 which late fee
shall be applied to any unpaid balance
E. CHANGES AND ADDITIONS TO THE WORK
E.1 REQUIREMENTS OF WRITTEN CHANGE ORDERS:
CLIENT may request CRW to perform additional services not covered by the specific Scope of Work as set forth in
Exhibit A of this Agreement. Any such requests shall be submitted in writing, and shall be signed by the CLIENT
Representative, as identified in 1.1.1 of this Agreement, and an authorized representative of CRW. Such signed
requests shall include (a) a description of the additional services to be performed, and (b) the agreed upon price
for such services. Any such requests signed by the CLIENT Representative, or other authorized agent of CLIENT,
shall be deemed authorized by CLIENT and shall bind CLIENT to its terms.
E.2. PAYMENT FOR ADDITIONAL WORK:
Any such additional work performed by CRW shall be added to the contract price and billed in accordance with
the "Project Cost Summary" as outlined in Exhibit C of this Agreement. CRW will not commence any additional
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services for the CLIENT until written authorization has been given by CLIENT and approved by CRW, as provided
above.
F. INDEMNIFICATION AND INSURANCE
F.1. INDEMNIFICATION:
F.1.1. CRW shall defend, indemnify and hold harmless CLIENT and its officers, employees, agents, and
volunteers, from and against any and all claims, losses, damages, suits, fees, judgments, costs and
expenses, including attorneys' fees, arising out of or in connection with CRW's breach of warranty or
damages due to CRW's negligence or willful misconduct and against any claims based upon
infringement of any United States copyright trademark or patent by the Software. CLIENT agrees to
notify CRW of any such claim promptly in writing. CLIENT agrees to reasonably cooperate with CRW
during such proceedings. CRW shall defend at its sole expense all proceedings arising out of the
foregoing. In the event of a claim of infringement, CRW will replace Software in a timely manner, in
whole or in part, with compatible and functionally equivalent software, except for minor or
inconsequential differences, or timely modify Software to avoid the infringement. If such replacement
or modification is not provided in a timely manner or prevents CLIENT from productive use of the
Software as proposed by CRW, then CLIENT has the right to a timely refund of the Software price paid.
F.2. INSURANCE:
CRW, shall at CRW's own expense, purchase, maintain and keep in force during the term of this Agreement
(unless otherwise stated below) such insurance as set forth below. All insurance policies provided under this
Agreement shall be written on an "occurrence" basis. The insurance requirements shall remain in effect
throughout the term of this Agreement.
F.2.1. Worker's Compensation as required by law, Employers Liability Insurance of not less than $100,000.00
for each accident, $100,000.00 disease -each employee, $500,000.00 disease policy limit.
F.2.2. Commercial General Liability Insurance $1,000,000.00 Limit
F.2.3. Professional Liability Insurance $1,000,000.00 Limit. Professional Liability insurance will be in force for
twelve (12) months from commencement date. Professional Liability insurance shall apply to services
performed by CRW staff only. Professional Liability insurance shall not apply to third -party services or
services of subcontractors.
F.2.4. All policies are to be written through companies duly approved to transact that class of insurance in the
State of Washington.
F.2.5. Insurance is to be placed with carriers with a Best rating of A:VII or better.
F.2.6. CRW hereby waives subrogation rights for loss or damage to the extent same are covered by insurance.
Insurers shall have no right of recovery or subrogation against CLIENT, it being the intention that the
insurance policies shall protect all parties to the Contract and be primary coverage for all losses covered
by the policies.
F.3. PROOF OF INSURANCE:
A valid and current Certificate of Insurance for Items F.2 above as proof that said insurance is in full force as of the
date of this Agreement shall be delivered to CLIENT prior to commencement of work. Additionally, CRW shall
deliver to CLIENT an updated Certificate of Insurance for Items F.2 with every invoice submitted during the term
of this Agreement.
CLIENT, its officers, employees, agents and volunteers, shall be endorsed as an additional insured under CRW's
General Liability Insurance.
CRW will not modify or cancel its General Liability Insurance without written notification and approval from the
CLIENT.
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G. TERMINATION
G.1. TERMINATION OF AGREEMENT
G.1.1. This Agreement may be terminated by CLIENT at any time, with or without cause, upon written notice
to CRW. Notwithstanding the date of such notice, termination shall be effective upon receipt by CRW of
such notice of termination. In the event of termination by CLIENT, CLIENT shall pay CRW for all services
and materials provided to CLIENT, except for substandard or nonconforming elements in dispute,
pursuant to this Agreement up to and including the date of receipt by CRW of notice of termination.
G.1.2. In the event CLIENT terminates this Agreement, the CLIENT agrees to immediately return all source code
or other materials provided to CLIENT by CRW, and to destroy, erase, and purge all software provided
by CRW from any and all CLIENT computers except for a single, non production archive copy that will be
kept for use only in the event of a requirement of law, by the IRS, by a regulatory or governmental
agency, by the firm's auditors, or by judicial direction.
G.1.3. Within 30 days of termination CLIENT agrees to provide CRW with written confirmation that all CRW
software with the exception of the archive copy, has been destroyed. Within its sole discretion,
and upon reasonable notice to CLIENT and with CLIENT agreement on the date, duration and method of
access, CRW shall have the right to verify that CRW software has in fact been removed or destroyed by
personal inspection of CLIENT computers.
G.1.4. Any use by CLIENT of any CRW software after termination of this agreement by CLIENT without the
express written authorization of CRW which shall be timely and not unreasonable withheld, shall be a
breach of this agreement and subject CLIENT to substantial damages. If CLIENT is compelled by law,
judicial process or governmental authority to use the CRW software, CLIENT will provide CRW with
prompt written notice thereof and CRW will promptly seek a protective order or other remedy to
protect CLIENT.
G. 2. TRANSITION COOPERATION
G.2.1 Upon termination of this Agreement for any reason, CRW agrees to, upon CLIENT's request:
1. Provide sufficient efforts and cooperation to ensure an orderly and efficient transition of services
to CLIENT or CLIENT's contractor without degradation of the quality and level of CRW's
performance of its services to CLIENT.
2. Return to CLIENT all data records, logs and documentation in a mutually agreeable format,
including full disclosure of any custom software code and system design, third party suppliers and
other pertinent information about the Services performed.
3. Furnish phase -in training, and phase -in /phase -out services for up to ninety (90) calendar days after
termination of this Agreement. Negotiate in good faith a plan with a successor to determine the
nature and extent of phase -in /phase -out services required. The plan shall specify a date for
transferring responsibilities and shall be subject to CLIENT's approval.
G.2.2 CLIENT agrees to reimburse CRW for reasonable transition costs based on CRW's current rates or as
agreed to in writing by both parties.
H. OWNERSHIP OF DOCUMENTS
H.1. OWNERSHIP OF DOCUMENTS:
H.1.1. All plans, specifications, reports, and other design documents prepared by CRW pursuant to this
Agreement shall become property of CLIENT as they are completed and paid for with each applicable
milestone payment. Notwithstanding, CLIENT may use such documents in its normal course of business
before ownership is transferred, including release or disclosure of such documents as required by law,
judicial process or governmental authority..
H.1.2. All source code for computer programs or modifications to programs, which are produced pursuant to
this Agreement shall be deemed, and remain, the intellectual property of CRW and are protected under
the copyright, patent, or other laws, of the United States as well as other jurisdictions where such
programs are being used.
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H.1.3. CLIENT agrees to respect CRW's purported ownership of any such proprietary rights which may exist,
including patent, copyright, trade secret, trademark and other proprietary rights, in and to Software and
any corrections, bug fixes, enhancements, updates or other modifications, including custom
modifications, to Software, whether made by CRW or any third party. Unless required by law, CLIENT
shall not sell, license, publish, display, distribute or otherwise transfer to a third party Software or any
copy thereof, in whole or in part, without CRW 's prior written consent.
H.1.4 Any records documenting the process of converting the CLIENT's data must be transferred to the CLIENT
for retention in accordance with the applicable Washington State Records Retention Schedule. As the
current retention requirement for the majority of the records is long -term "life of building" and /or
"permanent CRW will work with the CLIENT to achieve a mutually agreeable solution to complying
with retention requirements.
H.2. SOURCE CODE ESCROW:
H.2.1. CRW shall maintain a software escrow account. A copy of the latest source code for the software being
installed by CRW pursuant to this Agreement shall be deposited in this escrow account.
H.2.2. CRW will pay the entire cost of this source code escrow account.
H.2.3. CLIENT will be registered as a Registered Beneficiary of the Software Escrow Agreement.
COMMUNICATION THROUGH CLIENT/ CRW DESIGNATED REPRESENTATIVES
All communication relating to project status shall be exchanged between a designated representative of the CLIENT and a
designated representative of CRW as identified below.
1.1. DESIGNATED CONTRACT REPRESENTATIVES:
1.1.1. The designated representative of CLIENT and CRW Systems is as follows:
CLIENT
CRW
Name: Brenda Holt
Christopher R. Wuerz, P.E.
Title: Permit Coordinator
President, CRW Systems, Inc.
Address: 6300 Southcenter BI. Suite 100
2036 Corte Del Nogal Suite 200
Tukwila, WA 98188
San Diego, CA 92011
Phone: (206)431 -3670
Phone: (858) 451 -3030
Fax: (206)431 -3665
Fax: (760) 438 -2060
Email: Brenda.holt @tukwilawa.gov
Email: chris @crw.com
1.1.2. If the designated representative or address of either party changes during the term of this Agreement, a
written notice shall be given to the other party prior to the effective date of change.
1.2 DESIGNATED SYSTEM ADMINISTRATORS:
1.2.1. The CLIENT Representative shall identify and designate System Administrators. All communication
related to day -to -day operations of the system, including system maintenance, systems problems
and /or troubleshooting, shall be made to CRW only through either the designated representative of
CLIENT as identified in 1.1.1 above, or the System Administrators as identified below.
1.2.2. The System Administrators shall participate in all training sessions conducted by CRW as required by this
Agreement, and shall make reasonable efforts to become fully knowledgeable and competent to use all
aspects of the system software. (It is highly recommended that the designated System Administrators
be people with experience and competence with personal computers.)
1.2.3. The System Administrators for CLIENT are designated as follows (subject to change in later years):
Name: Brenda Holt —Permit Center
Tami Eberle- Harris IT
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MISCELLANEOUS GENERAL PROVISIONS
J.1. LICENSES:
CRW shall obtain and maintain all business licenses as may be required by law.
Community Development Software Contract No. 2012.1131
City of Tukwila, WA
J.2. STATUS OF CRW AS CONSULTANT:
Throughout the term of this Agreement, CRW, its employees, subcontractors, consultants, and agents shall be
considered as an independent contractor(s). Nothing in this Agreement shall be interpreted to imply an
employee employer relationship between CLIENT and CRW.
J.3. MEDIATION OF DISPUTES:
Prior to the commencement of any litigation arising out of this Agreement, both CRW and CLIENT agree to
participate in good faith in non binding mediation of any dispute or claim, which remains unresolved after
informal discussions. Both CRW and CLIENT shall negotiate in good faith to select a qualified mediator.
1.4. ATTORNEY'S FEES:
In the event that any legal proceeding is instituted by either CRW or CLIENT to enforce the terms of this
Agreement or to determine the rights of CRW or CLIENT, the prevailing party in said legal proceeding shall be
entitled to recover its reasonable costs and attorney's fees.
1.5. APPLICABLE LAW:
This Agreement, its interpretation and all work performed thereunder shall be governed by the laws of the State
of Washington. Venue for the enforcement of this agreement shall lie exclusively in King County, Washington.
All claims, disputes, and other matters in question arising out of, or relating to, this agreement or the breach
thereof shall be resolved in the Superior Court of King County, Washington, and all parties hereto specifically
waive any "venue privilege" they may have in any other jurisdiction.
J.6. BINDING ON SUCCESSORS:
All the terms, provisions and conditions of this Agreement shall be binding upon and inure to the benefit of the
parties hereto and their respective successors, assigns and legal representatives.
1.7. DUE AUTHORITY:
CLIENT represents and warrants that the person executing this Agreement on behalf of CLIENT is an agent of
CLIENT and has full and complete authority to execute this Agreement and enter into the terms and covenants
provided herein, and has been designated by CLIENT to execute this Agreement on behalf of CLIENT.
CRW represents and warrants that the person executing this Agreement on behalf of CRW is an agent of CRW and
has full and complete authority to execute this Agreement and enter into the terms and covenants provided
herein, and has been designated by CRW to execute this Agreement on behalf of CRW.
1.8. WARRANTY ON TITLE:
CRW warrants that it has good title and all proprietary rights to the Software to enable it to license its use to
CLIENT free of any proprietary rights of any other party or any other encumbrance.
J.9. APPLICATION SOFTWARE WARRANTY:
CRW warrants that its Software will perform in the manner described in the Agreement documents. This
Warranty shall commence upon date of acceptance by CLIENT as defined by Exhibit E attached hereto.
J.10 SERVICES WARRANTY:
CRW warrants that the services provided hereunder shall be executed in a correct and competent manner
consistent with the professional standards of the industry. Any error or defect in the services provided hereunder
shall be timely corrected by CRW at no additional cost to the CLIENT.
J.11. ENTIRE AGREEMENT:
This Agreement contains the entire understanding and agreement between CRW and CLIENT. Any prior
agreements, promises, proposals, negotiations or representations —oral or written —not expressly set forth
herein shall be of no force or effect. In the event of a conflict between the terms and conditions of this
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Agreement and any document incorporated by reference, the terms and conditions of this Agreement shall
prevail. This Agreement may be modified or amended only by written agreement signed by both CRW and the
CLIENT.
J.12. AGREEMENT AS OFFER:
This Agreement shall be valid only if it is signed by both CLIENT and CRW, and a signed original has been received
by both parties on or before November 20, 2012.
J.13 SEVERABILITY AND SURVIVAL
If any term, condition or provision of this Agreement is declared void or unenforceable or limited in its application
or effect, such event shall not affect any other provisions hereof and all other provisions shall remain fully
enforceable. The provisions of this Agreement, which by their sense and context are reasonably intended to
survive the completion, expiration or cancellation of this Agreement, shall survive termination of this Agreement.
CITY OF TUKWILA, WA CRW SYSTEMS, INC.
Carlsbad, CA
Dated: (y' 31-2-012—
By:
Christopher R. uerz, ent
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EXHIBIT A
PROJECT SCOPE OF WORK
Upon receipt of a written Notice to Proceed from CLIENT, CRW shall perform the following services:
A. On -Site attendance and participation in project meetings.
Meetings: Project kick -off meeting; business process reviews; software installation; database installation; project
implementation meetings; post implementation project review.
On Site Days: CLIENT changes to scheduled travel days within 14 days of project schedule may incur increased travel
expenses.
B. Deliver computer software (TRAKiT) and database structures for SQL /Server database.
Deliverable: Computer software; installation instructions; services to install software on CLIENT network and up to
three (3) workstations; services to train CLIENT IT staff for installation of remaining CLIENT workstations;
services to install SQL /Server database and tables. CRW does not configure /install any hardware.
B.1. Provide eTRAKiT modules for web -based Citizen /Contractor permit processing.
Deliverable: Requires a web server hosting the ASP.NET pages to provide the following functions:
(1) Purchase, pay fees, print permits using one of the following vendors. Payment
gateways not listed will incur an additional cost. Payment gateway must be specified
within 30 days of contract execution.
PayPal (Payflow Pro and /or Website Payments Pro)
Authorize.NET (standard mode only)
Plug 'N' Pay (standard mode only)
USA ePay (standard and redirect mode)
US Bank (redirect mode only)
Virtual Merchant (standard and redirect mode)
CSI eCollections (standard mode only)
PayGov /PayTrust (standard mode only)
Open Pay (standard mode only)
(2) Includes one (1) standard Permit Form for online customers. Changes to permit form will
incur an additional cost.
(3) Request inspections as a Contractor or Citizen.
(4) Review inspection, review, condition, fee statuses and updates.
(5) Submit complaints. Requires CRM TRAK module.
(6) Create user logins for citizens and /or contractor login.
(7) Inspector login to change /input results.
(8) Reviewer login to update review notes and status results.
B.2. Provide MobileTRAK module for field -ready WAD interface.
Deliverable: iTRAKiT module for iPad to provide the following functions:
(1) Login as TRAKiT Inspector.
(2) Complete and result scheduled PermitTRAK inspections from the field.
(3) Utilize in off -line mode without internet connection (GIS will not update).
(4) Provide access to Google Maps.
(5) Upload photos from Wad, and view associated attachments (requires connection).
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B.3. Provide eMarkup module for digital plan markup.
Deliverable: eMarkup module for up to five (10) concurrent user licenses.
(1) Login for review staff.
(2) Ability to open PDF and CAD files to digitally mark -up. Does not affect the source file.
(3) Comment directly on electronic plans.
(4) Save plans back to PermitTRAK and ProjectTRAK attachments.
(5) Provides up to (10) custom stamps. Additional stamps will incur an additional cost.
(6) Installation of ActiveX control on workstations requiring access.
B.4. Provide VoiceTRAKiT IVR module for automated telephone inspection scheduling for the PermitTRAK module.
Deliverable: Hosted VoiceTRAKiT IVR system for up to eight (8) VOIP lines.
(1) Telephone number within the CLIENT's area code.
(2) Schedule inspections.
(3) Cancel inspections that have been scheduled.
(4) Retrieve inspection results.
(5) Leave a message for the Inspector (messages saved for up to 90 days).
(6) Hidden prompt for Inspector resulting.
C. Provide data conversion services.
Deliverable: Electronic transfer (via FTP or email) of converted database; services to develop conversion software for
translation; services to perform data conversion; services to install converted data; services to
investigate and correct any errors uncovered during conversion balancing and /or system testing.
Applies to: Land data from a single source.
Applies to: Permits, Inspections, Land Use Projects, Code Cases, linked documents and Rental Housing data from
Permits Plus system.
CLIENT will provide to CRW all tables and files that are necessary for historical data conversion. CLIENT agrees to provide all
necessary files and data to CRW within thirty (30) days of project commencement date. CRW does not guarantee the
quality of the source data received, but makes reasonable effort to convert all data in the original source that it is provided.
D. Provide software training.
Deliverable: Provide System Administrator training for up to two (2) CLIENT staff during scheduled training at CRW
designated facilities.
Deliverable: Provide Report Writing training for up to two (2) CLIENT staff during scheduled training at CRW
designated facilities.
Deliverable: Conduct four (4) days of on -site, hands -on System Acceptance training at CLIENT office. Class size is
limited to eight (8) students per day.
Deliverable: Conduct six (6) days of on -site, hands -on End User training at CLIENT office. Class size is limited to eight
(8) students per day.
Deliverable: Conduct two (2) days of on -site, non hands -on End User training at CLIENT office. Class size is limited to
twenty (20) students per day.
Deliverable: Conduct two (2) days of on -site, hands -on eMarkup training at CLIENT office. Class size is limited to
eight (8) students per day.
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Deliverable: Conduct six (6), two (2) hour sessions of online instructor lead webinars. Class size is limited to eight (8)
students per day.
CLIENT to provide classroom space, workstations, and networked access to the server for all on -site classes at CLIENT
facilities. If CLIENT does not have hardware for conducting training, then CRW can provide onsite laptop labs for an
additional cost.
E. Provide Project Implementation services.
Deliverable: Develop up to ten (10) custom forms, and up to three (3) custom reports, as directed by CLIENT staff;
provide standard (ICC or other) Valuation tables; develop custom valuations and fee formulas as
directed by CLIENT staff, using information provided by CLIENT.
Deliverable: Installation of forms, fee tables, types, inspections, and valuation tables in TRAKiT database.
Deliverable: Data import specification (using standard TRAKiT import function) for monthly updates of assessor
records.
CLIENT to provide information regarding fee formulas, usage, permit, land use project, rental housing and code
enforcement forms.
CLIENT agrees to provide all necessary custom report and custom form definitions to CRW within thirty (30) days of project
commencement date.
Deliver integration to Eden financial system.
Deliverable: Create a stored procedure /batch script routine to export financial details nightly from the TRAKiT
system into the Eden financial system. A sample export routine with instructions must be provided to
CRW within 30 days of contract execution.
Deliverable: Export city business license number and expiration date for all contractors from Eden financial system
into TRAKiT system.
G. Deliver integration to Laserfiche Document Management System
Deliverable: Real -time exchange of attachments moved from TRAKiT into Laserfiche's storage. Custom interface
design to be specified between CRW and CLIENT.
CLIENT will ensure that the product /license is up to date to take advantage of CRW's integration.
Page 11
Community Development Software Contract No. 2012.1131
City of Tukwila, WA
EXHIBIT B
PROJECT MILESTONE AND PAYMENT SCHEDULE
Res ponsibilities CLIENT
1. Contract Execution CLIENT signs contract and CRW signs final contract. October2012
Notice to Proceed provides Notice to Proceed.
2. Project Hand -Off Call
CLIENT reviews and sets initial
CRW CLIENT review Project
November 2012
CRW to discuss the data
Project Timeline dates with CRW.
Timeline; CRW delivers
reviewed.
review of the data structure.
electronic copies of
assists in completing LancITRAK
Document.
day, followed by a review of the
Configuration Guide; provides
Configuration Guide.
workflow samples for future
detailed information on
discussions.
11. 1 LandTRAK Data Map
minimum specifications for
CRW provides a draft of the January 2013
Review
mapping document with CRW.
hardware, network, database,
data provided and information
etc.; database conversion
requested by the user group.
12. Initial Workflows
requirements; and other
CRW reviews initial workflows February 2013
from various Departments for
required systems.
3. Confirm Hardware
CLIENT provides confirmation
CRW reviews hardware
No Later than
Required Systems
that all required hardware,
specifications with CLIENT; CRW
December 15, 2012
servers, database systems, and
confirms remote access.
related components are ready.
4. Initial Data Extract
CLIENT uploads all legacy
CRW provides FTP access for
November 2012
databases quoted in the contract
uploading all source files. CRW
to CRW's FTP site.
reviews initial data upload.
S. Software Installation CLIENT provides remote access to CRW installs all TRAKiT software No Later than
servers. on CLIENT servers. One December 20, 2012
workstation will also be tested.
6. First Payment Due CLIENT provides 1" payment for December 2012
100% of Software Licensing software licensing upon
$162,500 successful software installation
on CLIENT servers by CRW.
7. GIS Consultation CLIENT conducts meeting with CRW offers suggestions to December 2012
CRW to discuss the delivery ensure expected delivery is
expectations for GIS data. achieved. CRW provides a
sample 'Map Template' to be
used within TRAKiT GIS.
8. Delivery of Geodatabase CLIENT uploads geodatabase
schema onto CRW's FTP site for
data mapping.
CRW begins mapping the source December 2012
tables to the TRAKiT structure.
9. Database Consultation CLIENT conducts meeting with
CRW provides suggestions to December 2012
CRW to discuss the data
ensure expectations are
conversion process and a brief
reviewed.
review of the data structure.
CLIENT signs -off on Data Source
assists in completing LancITRAK
Document.
day, followed by a review of the
10. Kick -Off Meeting
CLIENT attends and participates
CRW conducts Kick -Off meeting January 2013
in Kick -Off Meeting. Kick -Off
onsite. Reviews Configuration
Meeting is divided into 2 days
Guide with all Departments, and
with one full onsite initial training
assists in completing LancITRAK
day, followed by a review of the
data fields. CRW provides
Configuration Guide.
workflow samples for future
discussions.
11. 1 LandTRAK Data Map
CLIENT reviews land data
CRW provides a draft of the January 2013
Review
mapping document with CRW.
Land data map based on GIS
data provided and information
requested by the user group.
12. Initial Workflows
CLIENT provides initial workflows
CRW reviews initial workflows February 2013
from various Departments for
submitted for Business Process
review.
Meetine.
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Community Development Software Contract No. 2012.1131
City of Tukwila, WA
CLIENT Res ponsibilities Responsibilities�.
13. Business Process Review CLIENT provides information and CRW assists the CLIENT with February 2013
Meeting participates in preliminary Workbooks and identifies
business process discussion. process adaptations. eTRAKiT
Sessions are divided among expectations and settings are
16. eTRAKiT Credit Card
Gateway
various Departments
reviewed for configuration.
17. Workbook Collection
implementing TRAKiT.
CRW collects CLIENT responses March 2013
14. i Draft of Data Mapping
CLIENT to review data mapping
CRW to review initial draft of February 2013
Document
document for legacy data
data mapping document with
CRW's data conversion specialist.
provided by CRW.
CLIENT.
15. Spatial Joins Map
CLIENT provides all required
CRW reviews the submitted March 2013
Template Delivered
spatial joins based on
spatial joins and map template
requirements. The finalized map
from CLIENT.
18. LandTRAK Data Map Sign
template is also delivered to
CRW finalizes data map for March 2013
Off
CRW.
CLIENT sign -off.
16. eTRAKiT Credit Card
Gateway
CLIENT provides CRW with
eTRAKiT credit card gateway
information for integration.
CRW reviews credit card portal March 2013
and prepares a scope for
expectations.
17. Workbook Collection
CLIENT provides completed
CRW collects CLIENT responses March 2013
Meeting
Workbooks and copies of needed
to Workbooks; CRW conducts
$37,562.50
forms /reports; CLIENT attends
Department meetings to ensure
CRW's data conversion specialist.
department meetings to offer
understanding of responses and
20.
insight into workflow; CLIENT
discuss procedural needs; CRW
CRW configures system
provides complete set of source
reviews data to convert with
data for conversion.
CLIENT.
18. LandTRAK Data Map Sign
CLIENT signs -off on LandTRAK
CRW finalizes data map for March 2013
Off
data mapping document.
CLIENT sign -off.
19.
Data Mapping Document
CLIENT approves data mapping
CRW to provide data mapping
April 2013
May 2013
Sign Off
document after a review with
documents, layouts, and
$37,562.50
installation and demonstration of
CRW's data conversion specialist.
explanations.
20.
System Configuration
CLIENT participates and provides
CRW configures system
April 2013 -May 2013
additional information as needed
according to Workbook
25. System Acceptance Users
CLIENT will provide meeting
CRW provides training materials June 2013
by CRW.
responses and meeting
and laptops with initial system
staff for training.
configuration.
discussions; CRW converts
historical data; CRW
creates /customizes reports
and /or forms (e.g. Permit Form).
21.
Map Services Data
CLIENT delivers Map services and
CRW configures Map services
May 2013
Delivered
Map services data to CRW prior
with data.
to Initial Delivery.
22.
Initial Delivery
CLIENT will attend the
CRW installs and demonstrates
May 2013
demonstration of the delivery.
configured system with various
Departments. eTRAKiT
validation /preferences are
reviewed with CLIENT.
23.
Workflow Processes
CLIENT receives written workflow
CRW delivers a sample set of
May 2013
Delivered
processes from CRW.
workflow processes to CLIENT
for review and use during
Page 13
Community Development Software Contract No. 2012.1131
City of Tukwila, WA
Training.
24. Second Payment Due
CLIENT provides 2" payment for
May 2013
25% of Services
services upon successful delivery,
$37,562.50
installation and demonstration of
the configured system and
sample workflow processes for
CLIENT to review and use in
training.
25. System Acceptance Users
CLIENT will provide meeting
CRW provides training materials June 2013
Trained
space and provide up to eight (8)
and laptops with initial system
staff for training.
configuration.
Page 13
Community Development Software Contract No. 2012.1131
City of Tukwila, WA
.1.
36.
Fourth Payment Due
CLIENT provides 4 payment for
MMMEMOM=
25% of Services
services upon successful delivery,
26.
System Acceptance Testing
CLIENT "System Acceptance"
CRW receives change requests
June 2013
Begins
Users verify accuracy and
from CLIENT and makes
placement of converted data,
necessary revisions.
37.
CLIENT Support Transition
forms reports; CLIENT tests
CRW introduces CLIENT Support
September 2013
Call
software configuration; CLIENT
team along with expectations
tests program interfaces; CLIENT
for using technical assistance
tests software customizations;
after Go Live.
38.
End User Training
CLIENT notifies CRW of desired
CRW provides training materials
2 weeks after System
changes.
and laptops with configured
Acceptance ends.
27.
Initial Delivery Revisions
CLIENT delivers revision list to
CRW receives review comments
July 2013
39.
General System
CRW.
from CLIENT and begins
September 2013
Administration Training
System Administrator training
adjusting configured system.
28.
External Interface Review
CLIENT tests any external data
CRW reviews any external data
July 2013
interfaces provided by CRW;
import/export routines
includes land update routine,
prepared for CLIENT.
40.
Transition to Live
accounting interface, and other
CRW converts data and loads
September 2013
data import routines.
onto CLIENT's server.
29.
Revised Delivery
CLIENT continues review of
CRW delivers revisions to
July 2013
system.
CLIENT.
30.
Third Payment Due
CLIENT provides 3` payment for
July 2013
25% of Services
services upon successful delivery,
$37,562.50
installation, and CLIENT
validation and acceptance of
system performance of the
revised configured software.
31.
GIS Final Review
CLIENT tests map services and
CRW finalizes GIS configuration
August 2013
updates with CRW.
for Go Live.
32.
Final Revisions List
CLIENT delivers final revision list
CRW receives review comments
August 2013
to CRW.
from CLIENT and makes final
adjustments.
33.
eTRAKiT Final Connection
CLIENT validates the
CRW provides remote assistance
August 2013
Validated
configuration settings for
for eTRAKiT payment portal.
eTRAKiT portal.
34.
Final Delivery
CLIENT reviews final items
CRW installs modified system.
August 2013
submitted.
35.
System Acceptance Testing
CLIENT approves final system
September 2013
Ends
before User Training commences.
36.
Fourth Payment Due
CLIENT provides 4 payment for
September 2013
25% of Services
services upon successful delivery,
$37,562.50
installation, and CLIENT
validation and acceptance of the
modified system.
37.
CLIENT Support Transition
CLIENT attends remote discussion
CRW introduces CLIENT Support
September 2013
Call
with CRW CLIENT Support team.
team along with expectations
for using technical assistance
after Go Live.
38.
End User Training
CLIENT provides meeting space
CRW provides training materials
2 weeks after System
for up to eight (8) staff.
and laptops with configured
Acceptance ends.
system and conducts training.
39.
General System
CLIENT core users attend a mini
CRW conducts an accelerated
September 2013
Administration Training
System Administrator training
System Admin session with core
session prior to Go Live.
users for user privilege and
general configuration
management.
40.
Transition to Live
CLIENT provides final extract of
CRW converts data and loads
September 2013
historical data to CRW.
onto CLIENT's server.
41.
Go Live
CLIENT Goes Live with TRAMT,
CRW provides Go Live support
September 2013
iTRAKiT. and eTRAKiT.
onsite.
Page 14 Community Development Software Contract No. 2012.1131
City of Tukwila, WA
CLIENT Res ponsibilities •o
42. Final Payment CLIENT provides final payment. 30 days after
25% of Services completion of Go Live.
$37,562.50
43. Follow -up Visit CLIENT assembles various CRW conducts an onsite follow- 45 days after
Departments for review with up visit 45 days after Go Live. completion of Go Live.
CRW.
System Administrator/ Report CLIENT provides System CRW trains CLIENT staff at any Date and location to
Writing Training Administrators for training at a of the following locations be determined based
remote location. dates. on availability.
Target dates on this schedule are intended to reflect projected completion dates for the respective milestones.
Note: If Items 3 and #5 above are delayed beyond the dates shown due to City actions, then both parties agree that all
subsequent milestones will be postponed by a minimum of 30 days. In this event, the project implementation costs will increase by
$3500. City agree to authorize a required Change Order for this postponement.
Page 15
Community Development Software Contract No. 2012.1131
City of Tukwila, WA
EXHIBIT C
PROJECT COST SUMMARY
A. Software Licensing Fees
LandTRAK, Standard TRAKiT GIS (ArcGIS Server
Version 9.3.1 and above)
10,000
Module
PermitTRAK
7,500
Module
ProjectTRAK
7,500
Module
AEC TRAK
0
Module
CodeTRAK
7,500
Module
CRMTRAK
10,000
Module
(license fee waived)
10,000)
iTRAKiT
10,000
Module
eTRAKiT
15,000
Module
VoiceTRAKiT (Hosted IVR)
10,000
Module
eMarkup
40,000
10 Users
Laserfiche Integration
5,000
End -User Licensing (concurrent)
40,000
25 Users
Sub t otal:
162,500
B. Implementation Project Management
System Configuration
18,750
50 class. Types
Control Tables Setup
14,500
GIS Integration
2,500
MobileTRAK Configuration
3,500
eTRAKiT Configuration
5,000
eMarkup Configuration
5,000
TRAKiT System Installation -Support
1,500
1 remote day
Kick -off Meeting
7,500
3 Day
Business Process Review (BPR Meeting)
10,000
4 Days
Project Meetings (on -site)
10,000
4 Days
CRW Go -Live Support
5,000
2 Days
Sub- total:
83,250
C. Data Conversion
Assessor, or GIS import
5,000
Assessor or GIS data
Permits and Inspections
10,500
Permits Plus System
Sub total:
15,500
D. Training Services
End User Training (hands on)
15,000
6 days
End User Training (non -hands on)
5,000
2 days
eMarkup Training (hands on)
5,000
2 day
System Acceptance Training
7,500
4 days
System Admin /Report Writing Training
1,500
4 seats
Online Instructor -Lead Webinars
Included
12 hours
Sub total:
34,000
E. Travel Expenses
19,500
Page 16 Community Development Software Contract No. 2012.1131
City of Tukwila, WA
I a
F. Contingencies Customizations
Financial System Integration 2,500 EDEN (batch script)
Custom Reports 3,000 3 reports
Custom Forms 7,500 10 forms
Sub total:
13,000
G. Discounts
eCity Gov Alliance Discount
Sub total:
15,000)
Tot Project Cost:
31 2,7 5 0
Note: There is no limit to the number of iTRAKiT users and they are not part of the concurrent user
count which is the basis for end -user licensing.
Note: eMARKUP User licensing is separate and independent from TRAKiT concurrent user licensing. A
logged -in user who is accessing eMARKUP will be concurrently using a TRAKiT user license as well as a
eMARKUP use license.
Page 17
Community Development Software Contract No. 2012.1131
City of Tukwila, WA
1�7
EXHIBIT D
SOFTWARE LICENSE AGREEMENT
This perpetual License Agreement for the use of "Community Development Software" (Software) developed and marketed by CRW is
granted to CLIENT by CRW as of the date of this Agreement.
SUMMARY OF LICENSE TERMS
1. Software is marketed by CRW under the title of "TRAKiT
2. Software provided to the CLIENT under this License allows the CLIENT to perpetually use, not own, the software.
3. Software is provided to the CLIENT as a multi -user, concurrent access license. The designated number of concurrent
Users /Administrators /Observers for this license is twenty five (25). The designated number of concurrent
Users /Administrators /Observers for eMarkup license is ten (10). CLIENT is permitted to install Software on any and all
workstations owned or controlled by the CLIENT. Software will allow a designated number of concurrent users to access
the databases maintained by Software. Users attempting to access the system databases with Software after the
designated number of concurrent users is logged on will be prohibited from logging on. CLIENT has the right to have one (1)
non production copy of the software as needed for activities such as but not limited to training, testing, development, and
emergency back -up.
4. Neither party may transfer or assign this Agreement without the prior written consent of the other party which shall be
timely and not unreasonably withheld. This software license shall not be sub licensed, re -sold, assigned, transferred or
otherwise distributed by the CLIENT to any other person, company or organization without the written authorization of
CRW.
5. This Software, including any and all modifications, upgrades and bug fixes, is protected by the copyright laws of the United
States and international copyright treaties. Unauthorized copying of the Software, including software that has been
modified, merged or included with the Software, or the associated written materials (the "Documentation is expressly
forbidden. CLIENT may not remove, obscure, or alter any notice of patent, copyright, trademarks, trade secret or other
proprietary rights in the Software. The Title, ownership rights, and intellectual property rights in and to this Software shall
remain with CRW.
6. CRW has made reasonable checks of the Software to confirm that it will perform in normal use on compatible equipment
substantially as described in the specifications for the Software. However, due to the inherent nature of computer
software, neither CRW nor any individuals involved in the development or installation of the Software warrant that the
Software or the Documentation is completely error free, will operate without interruption, is compatible with all equipment
and software configurations, or will otherwise meet your needs.
7. CRW warrants that it has good title and all proprietary rights to the Software to enable it to license its use to CLIENT free of
any proprietary rights of any other party or any other encumbrance.
8. CRW warrants that its Software will perform in the manner described in the Agreement documents including CRW's
Response to the CLIENT's RFP, hereby incorporated by reference as if fully contained herein and any other written user
documentation for the version installed.
9. This Warranty shall commence upon date of acceptance by CLIENT as defined by Exhibit E attached hereto.
10. Neither CRW nor any of the people or companies involved in providing this license to the CLIENT may be held liable for any
incidental or consequential damages caused by failures or faults of the software or its functions.
Page 18 Community Development Software Contract No. 2012.1131
City of Tukwila, WA
F s
11. CRW's sole responsibilities with respect to error corrections will be to diligently and timely correct any defects or errors in
the Software or its functions, which are brought to the attention of CRW by the CLIENT or discovered by CRW.
12. This License Agreement will remain in effect until CLIENT returns Software to CRW, or until CLIENT destroys Software.
Page 19
Community Development Software Contract No. 2012.1131
City of Tukwila, WA
V
EXHIBIT E
SYSTEM ACCEPTANCE TESTING
CLIENT shall commence System Acceptance tests upon written notification from CRW that system software and database
conversion has been installed and is ready for System Acceptance testing. Testing shall be conducted at CLIENT site, using
CLIENT computer hardware. CLIENT staff will conduct all System Acceptance Testing.
2. CLIENT shall be allowed a period of thirty (30) business days for System Acceptance Testing, beginning from the date of
notification as provided in paragraph 1 above, and continuing, and completed, as provided in paragraphs 3 and 4 below.
CLIENT shall immediately advise CRW, in writing, of any error, or perceived error, discovered at any time during the testing
period.
3. Upon delivery of written notification from CLIENT to CRW of a software system or database conversion error, or other
problem, has occurred, CRW shall have ten (10) business days to address and correct such error so as to render the system
operable. CRW shall provide written notice to CLIENT that the error has been corrected. During the time period between
notification of any error until to such time that CRW advises CLIENT of correction of such error the thirty (30) day System
Acceptance test period shall be suspended. The thirty (30) day System Acceptance test period shall resume upon notice by
CRW that the previously noticed errors have been corrected and once the corrections have been made available to the
CLIENT.
4. CRW shall provide written notice to CLIENT when the thirty (30) day System Acceptance test period has expired.
Thereafter, CLIENT shall have five (5) business days to provide CRW with written notice of any remaining errors or
problems. ACCEPTANCE SHALL BE DEEMED TO HAVE OCCURRED AT THE LATEST OF THE FOLLOWING DATES: (a) THE DATE
WRITTEN NOTICE IS PROVIDED BY CRW TO CLIENT THAT THE FINAL PROBLEMS IDENTIFIED BY CLIENT PURSUANT TO THIS
SECTION HAVE BEEN CORRECTED, OR (b) THE DATE OF NOTICE BY CRW TO CLIENT INDICATING THAT THE ACCEPTANCE
TESTING PERIOD HAS EXPIRED.
5. CLIENT may begin using the software for productive use following completion of the System Acceptance tests. "Productive
Use" shall include the issuance of any building permits, inspections and /or fee collection from the general public.
CLIENT may not begin to use the software for productive use prior to completion of the System Acceptance tests. If CLIENT
begins using software for productive use prior to completion of the System Acceptance test, then the system acceptance
test will be deemed completed and satisfactory.
Page 20
Community Development Software Contract No. 2012.1131
City of Tukwila, WA