HomeMy WebLinkAboutMunicity Parcel Management Software - General Code Proposal for
Town of Southold
Municity® Integrated Parcel Management
Software
October 19, 2009
Prices are valid for 60 days
Presented by
GENERAL
RECEIVED
Regional Representative
Anthony Craparo
(203) 470-3459
Email: acraparo @ gcneralcode.com
OCT 2 9 2OO9
~oulhold Town Cle¢l~
General Code Corporate Headquarters · 72 Hinchey Road · Rochester, NY 14624
(800) 836-8834 · FAX (585) 328-8189 · www.generalcode.com
CONTENTS
Proposal for the Town of SoutholdI New York
Executive Summary ............................................................................................................................ 3
Project Scope of Work ........................................................................................................................ 4
h~vestment Details & Options ............................................................................................................. 6
Project Timeline .................................................................................................................................. 7
Authorization & Agreement ............................................................................................................... 8
Appendix A - PC And Server Specifications ...................................................................................... 9
Appendix B - MunicityTM Parcel Management Software Assurance Plan Program Details ............ 11
Appendix C - Terms 3dld Conditions ............................................................................................... 13
Appendix D - License Agreement .................................................................................................... 16
EXECUTIVE SUMMARY
Proposal for the Town of SoutholdI New York
ABOUT GENERAL CODE
Serving the needs of communities for over 45 years, General Code provides a variety of products and services
to more than 2,700 municipal governments throughout the United States. Our staffhas developed,
implemented and maintained many projects for various municipalities ranging from small towns and villages
to major cities and counties. Our Building, Planning and Zoning software, which can be integrated with our
Laserfiche document management system, is installed in more than 20 goveruments and businesses. We invite
you to view a selection of customer testim(mials on our web site, www.generalc(×le.com.
GENERAL CODE RECOMMENDATION:
2the Town of Southold pre~ntly has approximately 18,500 land pm'cels. The Town of Southold's challenges
will be met and goals achieved tlu:ough the implementation of General Code's Municity~ Integrated Parcel
Management Solution. Combined with the necessary program customization services and installation and
training, this powerful project and parcel data management tool will provide the Town of Southold with a
cost-effective means of automating the planning, zoning and development processes and provide fast, easy
access to all pamel and project information.
The investment is explained in detail in the investment section of this proposal and is based on the
requirements identified by the Town and the specifications and services required to gather and input
information into the system, install and train the st,iff to utilizc the features and functionality of the Municity~
Software program.
PROJECT SCOPE OF WORK
Pro[x3sal for the Town of SoutholdI New York
See Appendix A - Prqject Timeline
Project Component Description
On-site process In order to build a successful Municity installation it is important to understand
assessment how you do business. This will not only shed light on how things need to be set up
in Municity bm many times will highlight how Municity will provide
improvements in the current process. During the on site process assessment our
Project Manager will spend time with everyone involved in the Building, Planning
and Zoning processes to understand the current functions within each department.
These discussions begin with a general conversation around how you do business
now and will frequently lead to discussions about how Mmficity will be used to
manage these prncesses in the future. At the completion of the ou site meeting the
PM will create a process flow document that will be provided back to the
community. This document serves two purposes; to provide a documented process
, flow that can be used to ~malyze current processes or train new people and acts as a
guide to implementing Mnnicity.
Workbook In order to pre-populate a Municity databases our programmers need to understand
the particulars of how you do business. For example, every community will have a
different set of building permit types that they issue and a process for managing
them. General Code's Municity workbook is intended to make providing this
information easy. It consists of a Word document and an Excel spreadsheet which
contains standards that we have seen in the past. Using the Excel spreadsheet will
not only minimize the work to complete the workbook but also provides an insight
into what others are doing. In some cases this can lead to improved processes.
The workbook will be provided to the customer during the process assessment
meetings and is the responsibility of the customer, with the guidance of the PM, to
complete.
Data gathering and The core of a Municity database is the parcel data. Everything within Municity is
import tied back to a parcel so it is important that we begin with this data to build
Municity's database. Using information provided in the workbook our PM will
contact the parcel data source and procure the data needed. Many times
communities already process information electronically and it is important that this
historical information be transferred to the Municity database to provide a
complete picture history of the parcel. Information gathered during the process
review and workbook is also loaded into the database during this period. As the
information is gathered and loaded into the database on-line review sessions will
be held to confirm accurate implementation of the data. These review meetings are
also an opportunity to explore Municity's functionality multiple times prior to
installation. We find this valuable to the customer because this makes them more
familiar with the interface which makes the training easier for them.
Proposal for the Town of Southold, New York
Installatinn and Training Once all of lhe data is loaded and colffirmed during the on-line meetings the
project is ready to be implemented. Prior to our arrival on site, our programmers
will work with the customer's 1T staff to begin the Mnnicity implementation
remotely. This is followed by our installer arriving on site to complete the
installation on all of the PCs that will access Municity. General Code has always
believed that thorough training is critical to a successful software implementation.
Training manuals and training are broken down into disciplines; Application /
Permits / Certificates, Inspections, Complaints, Planning and Ziming and all
sessions am clone in a group setting. Users need only attend sessions that apply to
their job msplmsibilities. The last day of training is spent working one on one with
individual users to give them ~he opportunity to practice what they have learned.
This also helps users to incorporale Municity into their day to day activities.
Acceptance period As with any software implementation, there will be a period of adjusUnent. During
the first 30 days after an implementation, our Mmficity texh support and installer
team work closely with the custo~ner to insure that users are comfortable with the
software and any new processes that may have been &vised as a result of the
implementatiou. At the end of the 30 day period, continued support is provided
tbrough the Municity help desk available via 800 number or email.
On-Line Refresher Up to 25 users ,and a total of 4 hours of online refresher training sessinns.
Training
ANNUAE SERVICE AND SUPPORT
The annual service and support contract provides the Town of Southold's installation with software service
and support for your Municity System. This includes advice for procedural questions, regular software
updates (2 to 4 times per year), software fixes for problems encom~tered, and support for restoring the system
tn a production state after hardware failures or power outages. Support is generally delivered via telephone
and/or dial up via the lnternet.
As part of tiffs purchase, the Town of Southold agrees to pn)vide remote internet access to their system with a
minimum of a 56kb modem. Broadband internet connectivity is preferred. General Code utilizes software
such as GoToAssist to provide remote support via a web-browser.
The Town is responsible for all data backups and agrees to make regular backups of the software and data on
multiple backup sets.
INVESTMENT DETAILS & OPTIONS
Proposal for the Town of Southold1 New York
Prices noted for software, installation, training, and other services are valid for 60 days. Pricing is based on
the Town having 18,500 parcels'.
Building, Zoning and Planning: $ 83,107
Building Module (unlimited users)
Plam~ing & Zoning Module (unlimited users)
Fire & Safety Module
System Configm'ation
Conversion and Importation of Legacy Data
Installation and Training
One GIS/Portable Device user license
Integration with Laseffiche (if installed)
Integration with Microsoft Outlook (if installed)
Integration with eCode360 (if installed)
Web-based refresher training
Project Management and Facilitation
First Year Annual Maintenance
Municity Full Suite Price
Municity Building Module, Planning & Zoning Module, and Fire & Safety Module - $48,303
Unlimited Users
Customization
Software Customization $ 3,000
Integration Customizathm with Laserfiche, MS Outlook and cCode $ 750
Municity' s Laserfiche integration has specific Laserfiche template requirements
that must be met. In cases where there is an existing Laserfiche installation,
some modifications to the template and.[blder structure may be required. This
is a separate service that GC can provide once the Laset~fiche installation is
analyzed and the work effort is determined.
Subtotal Software $52,053
Estimated Support Price
Municity software Support MSAP $9,054
Note: Second year forward estimated MSAP @ $9,054
Subtotal Support $9~054
Installation and Training Number of Days Price Per Day Total Price
Installation 2 Days $1,500 $3,000
Training 3 Days $1,500 $4,500
Online Refresher Training $1,000
Project Management $13,500
· Process Assessment and Documentation
· Data Collection and Import
· Project Management
· Data Review and Confirmation
*See Appendix A- Project Timeline
Subtotal Installation and Training $22~000
Total Software~ Support~ Installation and Training $83~107
PROJECT TIMELINE
Proposal for the Town of Southold, New York
MUNICITY - SAMPLE PROJECT TIMELINE
AUTHORIZATION & AGREEMENT
Proposal for the Town of Southold1 New York
The Town of Southold, New York hereby agrees to the procedures oudined above and the "Terms and
Conditions" attached hereto and made a part hereof, and authorizes General Code to proceed with the project.
Building, Planning and Zoning Configuration
Estimated Second Year Forward Annual Maintenance $ 9,054
$ 83,107
OPTIONAL COMPONENTS
Additional GIS/Mapping workstations will be required @$100 each $
A one time additional $500 will be added to the total
Annual Maintenance fee when additional GIS licenses
above the one included in the base license are ordered.
Additioual Portable devices @ $400 each $
An additional $100 will be added to the Annual Maintenance fee Jbr year 2 Jbrward
[] Customized programming for integrations not yet identified: $125 per hour
Estimated Tolal Investment with any selected options: $
On-Going Maintenance. After initial installati{m, the charges associated with annual maintenance of the
Municity~ software, or any other services requested by the Town shall be paid by the Town upon delivery of
the services or pr{xlucts and submission of an invoice/w)ucher by General Code. Based on the above defined
project, the estimated annual Software Assurance Plan for the second and successive years will be $ 9, 054
(plus any additional costs associated with the addition of GIS/Mapping workstations) am~ually.
TOWNOFS~L~,S~. )IjK~;'~(~)SNTY, NEWYORK .
By:
ScOtt ~,. Russell ~/ '
Tide:Supervisor. Town of $outhold Title: Town Clerk Town of Southold
Date: Date:
GENERAL CODE, LLC
Title: ~/7~,,~r~o,,-~ ~
In thoPresence of:
Tide:
Date:
Proposal for the Town of Southold1 New York
APPENDIX A - PC AND SERVER SPECIFICATIONS
Municity~ has a number of hardware and software requirements that should be reviewexl by your computer
specialist. Please confirm that your network meets all of the following requirements and provide the specifics
indicated below.
Server:
cPu Pentium IV 1 GHz or better required
If server ruoning only Municity: 2 GB RAM recmnmended
Memory If server runnin~ additional applications: increase by 1 GB per additional application
Operating System Windows Server 2003 with current service pack
Database Engine MS SQL Server 2005 with all SQL tools installed
Network Protocol Must be TCP/IP; the network address and sub-net mask must be the same on both the server and
the workstations
Browser Interne[ Explorer 6.0 or higher
Hard Drives Assume 20,000 pictures from inspections per I GB of hard drive space,
RAID array recommended
NIC For network connectivity
UPS/Tape Backup tIPS and tape or other backup system to ensure data integrity
Software Microsoft Outlook version 2000 SP-3 or better
Workstations:
CPU Pen[iron IV or better recommended
Memory 512 MB RAM or better - 1GB RAM recommended
Operating System Windows XP Professional, Windows Vista Business
Network Protocol Must be TCP[IP; the network address and sub-net mask must be the same on both the server and
the workstations
Browser Internet Explorer 6.0 or later
NIC Access to the network server runnin~ Municity
Monitnr 17" monitor or better reconm~ended lbr optimal viewing3
Resolution Minimum Screen resolution ol' 1024x768
Scmmer If scanning, documents iuto Municity is required - a scanner that supports TWAIN drivers
Sot'tware Microsoft Ouflonk version 2000 SP-3 or better
Palm Pilot:
Operating System
The Building Inspector Palm Pilot software will run on Palm III to the latest Tungsten T3 versions. I
However a palm device running the Palm OS 5.x software is recommended. The software does not
I
rnn on Windows CE/Mnbile devices.
Laptop/Tablet PC:
CP[I Pentium IV or better recommended
Memory 1GB RAM recommended
Operating System Windows XP Prol~ssional, Windows Vista Business
Must be TCP/IP; the network address and sub-net mask must be the same on both the server and
Network Connection
the laptop - used for synchronization to the main database
Browser Interne[ Explorer 6.0 or Eater
Proposal for the Town of Southold, New York
Remote Support:
Remote Access
As part of this purchase, the municipality agrees to allow remote access to your Server and Desktop[
system(s) with a minimum of a 56kb modem. If your municipality has broadband lnternet service{
t,he prefected access method would be via TCP/IP over the lnternet utilizing software such as[
GoToMeetin~ or GoToAssist.
Proposal for the Town of Southold1 New York
APPENDIX B - MUNICITYTM PARCEL MANAGEMENT SOFTWARE
ASSURANCE PLAN PROGRAM DETAILS
(MSAP) payments, the following services are available:
Heln Desk Su~ort
Procedural or Technical Questions may be addressed to the MunicityTM Help Desk by either calling General
Code's 1-800 number 11-800-836-8834) or by submitting them to the Municity Help Desk via e-mail
(mtmisupportrg)generalcode.com). The Mmticity Help Desk is available 8 a.m. - 5 p.m. EST Monday -
Friday.
General Code will acknowledge any questions phoned or e-mailed into the Itelp Desk within eight (8)
business hours. General Code will attempt to address the issue as quickly as possible. In cases where the
issue is not able to be resolved during the initial review, the Help Desk technician will issue a Case number to
the customer for future reference. The Case number is used to track the issue in our internal problem tracking
system. In some instances, it may be necessary to escalate the issue to the software manufacturer for
assistance. In those cases, General Code will act as the mediator with the manufacturer to attempt to get the
issue resolved as quickly as possible.
Method of Suuoort
General Code provides its Help Desk support remotely via the internet utilizing web browser tools such as
GoToAssist. The customer agrees to provide remote inmrnet access to their file server and client
workstation(s) as needed. Broadband internet connectivity at the customer site is preferred, but a minimum of
a 56kb modem is required.
Regular Software Updates / Patches
New releases / patches to the MunicityTM software are made available to customers that are current with their
MSAP payment two (2) to four (4) times per calendar year. These releases will be tested by the manufacturer
and by General Code st,'fff prior to be installed at file customer's site. The new software releases will be
remotely installed to the customer if the release fixes an outstanding issue at the customer site, adds
functionality that the customer has requested, or if the customer requests the new release to be installed.
Data Recovery
General Code will assist with the restoring of the Municity system to a production state after hardware
failures or power outages as needed. It is the customer's responsibility to perform regular backups of the
Municity software and data. Daily backups are recommended. General Code is not responsible for any loss
of data from the customer's Municity system.
Training
Basic procedural questions will be addressed by the Help Desk as outlined above. New user training or
existing user Refresher training on the use of Municity is the responsibiliiy of the customer. Training services
may be coutracted through General Code at an additional fee.
Customer's Obligation
In order to participate in the MSAP program, the Customer is required:
· To complete and submit the Customer Registration Form
· To issue a purchase order for or complete payment on an invoice for the annual MSAP.
· To maintain appropriate backups of the Mmricity software, database and associated files.
Proposal fi3r the Town of Southold, New York
· To have SQL with management tools installed on a PC accessible on the customer's network remotely via
the intemet.
· To contact General Code prior to implementing significant network changes that have the potential to
impact the Municity system. Some examples would be, operating system changes on eilher the server or
PC, replacement of existing PCs or server(s), ami changes in network configurations, such as server
name, IP address or workgroup on PCs.
· To have Internet access on the Municity server and all workstations where the Municity client is installed
and be willing to allow our Support Technicians remote access m the Customer's Municity system via
GoToAssist or other acceptable remote access tool.
· To designate an IT contact and to provide the name, phone number and e-mail address on the registration
form.
· 'Fo describe teclmical issues completely in order to provide General Code's Help Desk staff sufficient
information to be able to diagnose and reproduce the problem, including any identified error codes.
Proposal Submitted: October 19, 2009
APPENDIX C - TERMS AND CONDITIONS
Pro[~osal for the Town of SoutholdI New York
This is a legal agreement between you (either an individual or an entity), the end user, and General Code, LLC (General Code)
Responsibility of General Code.
General Code shall be responsible for the performance of the services provided for in this agreement in accordance with the
"Performance Schedule." General Code shall be responsible for the correctness and accuracy of its work, based upon the material and
information supplied by you. Regardless of your acceptance of completed materials when delivered, General Code shall correct errors
found either by you or General Code. See "Warranties; Limftalions" for General Code's liability for all services.
Your R~ponsibility.
You shall be responsible lbr the correctness and accuracy of the information you supply to General Code, for providing General Code
with timely decisions and answers to questions raised by General Code, for inclusion of sufficient funds in your budget to pay General
Code for services, and for the prompt payment of invoices. You shall also be responsible for completing your work in accordance with
the "Performance Schedule."
Protection of Confidential Information.
During the time this agreement is in effecL both you and General Code may have access to or receive information that is of a
confidential nature. This information may include data relating to client information, products, product development, designs.
processes, systems, computer sollware, computer hardware, methods of production, costs, pricing, finances, sales or marketing plans,
customers, business partners, vendors, vendor prospects, employees and municipal records and data. All such information, including
,any materials embodying such information, whether disclosed orally or otherwise and whether or not marked "Confidential" or
"Proprietary." will be considered by you and by General Code and General Code's employees as proprietary and confidential. Both
you and General Code will use reasonable efforts to protect the confidentiality of the Confidential Information but in no case less than
the same efforts both parties use to protect their own confidential information.
Adjustments to Performance Schedule; Delays.
A. Adjustments to Schedale, Upon mutual consent of you and General Code, the "Performance Schedule' may be changed or
extended as provided under "Changes" below.
B. Delays. You must notify General Code, in writing, immediately upon learning or otherwise becoming aware, of any difficulties
that may delay the delivery of services or deliverables. Such notification must identify the reason for the delay, as well as the
anticipated period of delay. General Code may require a payment of 50% of the balance due under the contract for any delay on your
part.
Variations from Standard Methods or Procedures.
Variations from Generul Code's standard methods and procedures must be requested by you. in wriling, specifying the exact nature of
the desired variations, General Code will accommodate such variations wherever possible, with any additional charges for such
variations, as determined by General Code and approved by you, to be paid by you.
Payment Terms.
All payments shall be made within 30 days of receipt of the invoice/voucher. You shah not discount nor withhoki any portion of the
amount for any reason. Late payments will be charged inlerest at the rate of 1.5% for each month or part thereof that such payment is
in arrears.
A. The Software being delivered pursuant to this agreement is being licensed to you pursuant to the Laserfiche Software License
Agreement (the "License"), attached hereto and made apart hereof, between Compulink Management Center, Inc., the publisher
of the software, and you. You agree that all terms, conditions and limitations set forth in the License shall apply to this agreement
as it relates to the Software.
B. If as part of this agreement, you purchase the Laserfiche Integrator Toolkit, the Integrators Toolkit Confidentiality and Software
License Agreement will need to be fully executed by you and Compulink Management Center, Inc., before the Integrator Toolkit
can be provided to you. If it cannot be fully executed, the Integrator Toolkit shall be severable from thc project as sel forth in this
proposal without afllicting the validity of the remainder of the agreement
Computer Hardware.
Any computer hardware being delivered in accordance with tiffs agreement is being delivered with the manufacturer's warranty. The
manufacturer's warranty is in heu of all other warranties, express or implied, and General Code shall have no obligation or liability
under "Warranties; Limitations" or otherwise with respect to hardware.
Document Scanning Services.
Proposal for the Town of Southold, New York
If applicable, the folk, wing provisions shall apply to document scanning services to be provided by General Code or its designated
subcontractor:
A. You shall be responsible for ensuring that each records storage box slated for conversion is marked with the main category
describing its contents and that each file within each box is labeled with a description of its contents.
B. General Code or its designated subcontractor shall use reasonable care in the handling of your documents.
C. Upon return of the documents, you shall promptly inspect the documents to determine whether all documents have been returned.
Unless you inform General Code of a discrepancy within 10 days, all claims with respect to completeness or condition of the
documents shall be waived.
Delivery of Completed Materials.
General Code will deliver completed materials via LISPS, UPS, motor freight, alrfreight, FTP or whichever method offers the most
efficient delivery at the time. Delivery, handting, packaging, insurance and/or shipping charges will be prepaid by General Code and
added to the invoice/voucher for services to be paid by you.
Tire.
All computer software and other intellectual property of General Code used in performing its services shall remain the property of
General Code~
Term and Termination.
A. The initial term of this ,agreement, unless sooner ternfinated as hereafter provided, shall be for one year, commencing on the date
hereof, and will then be automatically extended for additional successive one-year periods unless either party notifies the other in
writing not less than 90 days prior to the end of the initial term or any extension period that this agreement will not be extended.
Either party shall have the right to terminate this agreement with immediate effect if the other party fails to cure to such party's
reasonable satisfaction any material breach or violation of this agreement within 60 days after such party has given the other
written notice thereo£
C. Upon terinination, all work prepared by General Code may, at your option, become your property, and General Code shall be
entitled to receive just and equitable compensation for all services performed.
Warranties; Limitations.
A. General Code warrants that any services to be provided by General Code hereunder will be performed by qualified personnel in a
good and workmanlike manner and that any deliverables will be free of material defects. General Code's llabifity and your
exclusive remedy fi*r lhilure of any service or deliverable to meet this warranty shall be limited to reperformance, at General
Code's cost, of such service or deliverable. General Code's warranty does not extend to failures arising out of (i) incorrect or
insufficient data, specifications or instructions provided by you or (ii) work or services performed by others.
The foregoing warranties are in lieu of all other warranties, whether oral, written, express, implied or statutory. Implied
warranties of fitness and merchantabifity shall not apply~ General Code's warranty obligations and your remedies hereunder are
solely and exclusively as stated herein.
The limllahons and protections against habifity afforded General Code herein shall apply to any action or claim in connection
with the services, whether based on contract, tort. statute or otherwise (including negligence, warranty and strict liability). The
cumulative liability of General Code for all obligations, warranties and guaranties, whether express or implied, with respect to
services performed hereunder, shall be hlnited to the amount paid to General Code pursuant to this contract. General Code shall
not be fable to you or any other person or entity lbr indirect, special, incidental, punitive or consequential damages arising from
the performance or nonperformance of services, irrespective of whether the claims or actions for such damages are based upon
contract, tort. negligence~ strict llabifity, warranty or otherwise.
No action may be maintained or proceeding commenced by you or others against General Code with respect to services unless
such action or proceeding is commenced within one year after completion by General Code of the particular services to which
such action or proceeding relates. Either party shall be entitled to recover re~onable attorney fees incurred in the successful
enforcement of this agreement, regardless of whether a cause of action is commenced.
Changes.
You may al any time request changes in the scope of this agreement. Moreover, General Code may suggest changes. Where the parties
agree to changes, General Ctxle shall issue a Change Order for your review and signaPdre describing the changes as well as the
adjustments in schedule and fees occasioned by the changes in scope. General Code shall not be required to implement any change
until you have signed and returned the Change Order.
Notices.
Proposal for the Town of Southold, New York
All notices and other communications which are required or permitted to be given, shall be in writing and shall be delivered either
personally, by facsimile, by reputable overnight courier or by registered or certified mail and shall be deemed effectively received (i)
if delivered in person, on the date of such delivery. (ii) if transmitted by facsimile, on the date indicated on the sender's receipt of
confim~ation, (iii) if delivered by overnight courier, on the next business day following deposit thereof with such overnight courier, or
(iv) if sent by lnaik upon the third business day following the deposit thereof, postage prepaid.
Force Majeure.
If any performance by any party shall be prevented, hindered or delayed by reason of any cause beyond the reasonable control of such
party (such event being hereafter called an "event"), including, without timimtion, acts of God. riots, tires, floods, unusually severe
weather, curtailment or termination of sources or supplies of energy or power, inability to obtain or delay in obtaining materials or
supplies, strikes or other disputes involving such party or its subcontractors or suppliers, acts of war. insurrection, civil unrest, hot or
disorder, acts of governmental authorities, changes in law or regulation, or any other cause beyond the reasonable control of such
party, whether similar or dissimilar to those expressed her,dmalx~ve, such party shall be excu~d from performance to the extent that its
performance is so prevented, hindered or delayed. Such excuse from performance shall extend so long as the event continues to
prevent, hinder or delay the performance by such party. The party whose performance is affected shall give the other parties notice
within 15 days of the event specifying the event, the performance affected and the anticipated date, if any~ performance can be made.
Disdaimer of Association.
This agreement shall not be construed as creating a partnership, joint venture, agency or any other association that would impose upon
one party liability for the acts or omission of Ihe other, and neither party shall have the right to bind the other.
No Waiver.
Any failure by either party hereto to enft~rce at any time any term or condition shall not be considered a waiver of that party's right
thereafler to enforce each and every term and condition.
Dispute Resolution.
The parties mutually agree to seek mediation as the preferred alternative of dispute resolution in the event of any disagreement over
the terms of this agreement.
GENERAl. CODll. LI.C.
72 Hinchey Road
Rochester, New York 14624
800/836-8834
01/07
APPENDIX D - LICENSE AGREEMENT
Proposal for the Town of SoutholdI New York
GENERAL CODE, LLC.
IACENSE AGREEMENT FOR BUILDING, PLANNING AND ZONING SOFTWARE SYSTEM -
"MUNICITY"
This is a legal agreement between you (either an individual or an entity), the Client, and General Code, LLC., the
Service Provider
WHEREAS, Service Provider has developed a modernized municipal application software system utilizing Munieity Ctale
Enforcement Software for utilization in public organizations; and
WHEREAS, Client desires to engage Service Provider to provide the software necessary to implement the above referenced
software system, and Service Provider has obtained the fight to license such software from its partner SCA (Software Provider); and
WHEREAS, Service Provider will not only provide the license for Client for the software required for the referenced
municipal application software system for planning, zoning and building code enforcement departments, but will also advise Client as
to the hardware necessary to implement the proposed system (which hardware if Client does not already have, Client will secure by
purchase), will provide training to Client's employees, and will provide support and maintenance services to Client.
NOW THEREFORE. in consideration of the premises, the mutual covenants and provisions herein contained, in return for
good and valuable consideration, of the receipt and adequacy which is hereby specifically acknowledged, and intending to be legally
bound, the parties hereby mutually agree as follows:
1. DEFINITIONS.
1.1 "Agreement" shall mean this document, which shall also constitute the Software License Agreement between the
parties and shall include the Building. Planning and Zoning Software Proposal subl~fitted to the Client. including any exhibits.
schedules, attachments, amendments, and addenda thereto, a copy of which is attached hereto and incorporated by reference herein.
1.2 "Client Content" means any data or information provided by Client to Service Provider in connection with Service
Provider's performance of services or provision of products.
1.3 "Intellectual Property Rights" means patent rights (including patent applications and disclosures)~ copyrights,
trademarks, trade secrets, and any other intellectual property rights recognized in the United States.
1.4 "Products" shall mean the Service Provider product(s) in object code lbrm, including any error corrections and
updates, enhancements, corrections, to software product(s) provided by the Service Provider pursuant to this Agreement.
1.5
the Client.
"Services" shall mean the services described in the Building, Planning and Zoning Software Proposal submitted
Proposal for the Town of Southold, New York
1.6 "Software and Services System" shall mean the Products and Services.
1.7 "Term" shall mean the Initial Term and any and all extensions thereto.
2. SCOPE OF SERVICE.
2.1 Service Provider agrees to provide Client with a Software and Services System meeting the Performance
Specifications set forth in the Building, Planning and Zoning Software Propo.qal submitted to the Client.
2.2 Service Provider agrees to extend and Client agrees to accept a license for the Products known as "Municity Code
Enforcement Software," more specifically set fi~rth in Section 3 hereafter and the other provisions of this Agreement.
2.3 Service Provider will thrnish technical services to help Client's staff transition to the new software and its
utilization on the hardware equipment owned or purchased by Client for its mifization as a software and service system. Services will
be provided as set forth in the Building, Planning and Zoning Software Proposal submitted to the Client.
2.4 Service Provider will furnish the Support Services set forth in the Building, Planning and Zoning Software
Proposal submitted to the Client.
3. LICENSE.
3.1 Grant of License. Subject to the terms and conditions of this Agreement, and in consideration for the payment of
fees pursuant to Section 5 of this Agreement, Service Provider grants to Client a limited non exclusive, and non transferable, except as
set forth herein, license to use the Products for Client's departmental use in the United States.
3.2 License Reslriclions. Client has no right to assign, transfer, subficense or otherwise distribute the Products to any
third party other than as expressly permitted hereunder. Cfient may not: (a) modify, disassemble, decompile or reverse engineer the
Products nor permit any third party to do so, or (b) copy thc Products, except as permitted hereunder.
3,3 Limited Rights. Service Provider reserves all rights not expressly granted to Client under this Agreelnent.
4. OWNERSilIP.
Service Provider has obtained the right to license the Software Products to Client. Client will not delete or in any manner
alter the copyright, trademark, and other proprietary rights notices of Service Provider and its licensors appearing on the Products.
The Client owns all Client Content. Service Provider will make no use or other alterations of Client Content without Client's
permission. If the Client's proprietary information is utilized by Service Provider in modifications of the software, Service Provider
will not use such modifications without Chent's permission.
5. FEES; PAYMENT.
As consideration for the specific items of hardware, software, training, and support services provided pursuant to this
Agreement, Client will pay Service Provider the amount of the fees at the times set forth in the Building, Planning and Zoning
Software Proposal. All paymenls shall be made within 30 days of invoice/voucher. Late payments will be charged interest at the rate
of 1.5% for each month or part thereof that such payment is in arrears.
Proposal Submitted: October 19, 2009
Proposal for the Town of Southold, New York
6. WARRANTIES; INDEMNIFICATION.
6.1 fa) Subject to the further provisions of this Section 6.1, Service Provider warrants to Chenl that for one (1)
year from installation, the Software and Service System will conforln to the Service Provider's specifications contained in the
supporting documentation which accompanies, and is part of, the Software and Service System. Service Provider's w~anties do not
extend to any damages or losses due to misuse, accident, disaster, excessive temperature (i.e. hardware temperature environment
above recommended hardware operating specifications), exposure to hqaids, unauthorized alterations, utility l~ihire or voltage
irregularities or surges. Moreover, Service Provider's warranties do not extend to haMwarc, and Client will look only to thc
manufacturer of such hardware for warranties with respect thereto.
(b) Service Provider agrees that if the Products fail to conform to the applicable operating specifications
during the warranty period and Chent promptly advises Service Provider of this failure, Service Provider shall correct any error,
malfunction or defect within thirty (30) business days, If after thirty (30) business days, Software Provider is unable to correct the
malfunction or defect, Service Provider shall repay the purchase price for the defective Product upon its return to Service Provider.
(c) Service Provider warrants that the Services will be performed by qualified personnel in a good and
workmanhke manner. Service Provider's babihty and Chent's exclusive remedy for failure of any Service to meet this warranty shall
be limited to reperformance, at Service Provider's cost, of such service. Service Provider's warranty does not extend to failures arising
out of fi) incorrect or insufficient data, specifications or instructions provided by Client, or (ii) work or services performed by others.
(d) THE FOREGOING WARRANTIES ARE EXCLUSIVE AND IN LIEU OF, AND SERVICE
PROVIDER EXPRESSLY DISCLAIMS, ALi. OTHER WARRANTIES, WHETHER ORAL, WRITTEN, EXPRESS, IMPLIED OR
STATUTORY. IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS OR ANY OTHER MATTER SHALL NOT
APPLY AND SERVICE PROVIDER MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO
NONINFRINGEMENT, BUYER REMEDIES ARE SOLELY AND EXCLUSIVELY AS STATED HEREIN.
(e) SERVICE PROVIDER SHALL NOT BE LIABLE TO BUYER OR ANY OTtlER PERSON OR
ENTITY FOR INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR LOST PROFITS
ARISING FROM THE PRODUCTS PROVIDED BY SERVICE PROVIDER OR OTHERX~qSE IN CONNECTION WITH THIS
AGREEMENT. THE LIMITATIONS AND PROTECTIONS AGAINST LIABILITY AFFORDED SERVICE PROVIDER HEREIN
SHALL APPLY TO ANY ACTION OR CLAIM IN CONNECTION WITH THIS AGREEMENT OR PRODUCTS PROVIDED BY
SERVICE PROVIDER, WHETHER BASED ON CONTRACT, TORT, STATUTE OR OTHERWISE (INCLUDING
NEGLIGENCE, WARRANTY AND STRICT LIABILITY).
(f) Service Provider's cumulative limit of liability for claims shall in no event exceed the purchase price of
the Products, services or Ix~rtion thereof with respect to which loss or damage is clalined. Should the remedy of repair or replacement
of defective products be found inadequate or to have failed of its essential purpose for any reason whatsoever, Buyer agrees that return
to it of the pumhase price of the particular Product by Service Provider shall prevent the remedy from failing of its essential purpose
and shall be considero. I by Client a fair and adequate remedy. The remedies set forth herein are exclusive.
6.2 Service Provider shall defend and indemnify and hold harmless Chent from any loss, costs, expense or liability,
including, but not limited to, any award, settlement, damages, negotiations, appeals arising out of claims, actions, proceedings, or suits
ag~nst the Client based upon a claim that any Product supplied by Service Provider, infringes upon or violates any patent, copyright,
trade secret, or any other proprietary right of any third party, whether or not such claim is successful, provided Client shall (i)
promptly notify Service Provider in writing of any such claim, (ii) allow the Service Provider, at its own expense, to direct the defense
of such claim, (iii) give Service Provider all infommtion and assistance necessary to defend such claim, and (iv) not enter into any
settlement of any such suit, claim or proceeding without Service Provider's prior written consent. Client shall have the right to
participate, at its own expense, in any action in which Client is named as a defendant. In the event that any product furnished by
Service Provider for use by the Client is in any way held to infringe upon the intellectual propm:ty right~ of any third party, or the
Chent is deprived or enjoined from the use of the products in any manner, Service Provider shall, at its option, do fa), (b), or (c) below
prior Io the date wherein the Client is ordered or deprived of use of said product under this Agreement:
Proposal for the Town of Southold, New York
(a) Procure for the Client the right to continue using such product;
(b) Replace with another equal product or to modify the stone so that it becomes non-infringing;
(c) Advise Client that Service Provider cannot peffonn (a) or (b) and immediately refund all payments made by
Client to Service Provider for products dehvered under this Agreement. Failure to successfully accomplish and
perform items (a), (b), or (c) above do constitute default and a material breach of this Agreement by Service
Provider.
THE FOREGOING STATES Tile ENTIRE LIABILITY OF SERVICE PROVIDER FOR INPRINGEMENT OF INTELLECTUAL
PROPERTY OR PROPRIETARY RIGHTS OF ANY KIND.
6.3 Service Provider shall not be responsible for the Client Content. Client acknowledges and agrees that it will have
complete contro] and sole responsibility over (i) the Client Content, (ii) verificahon that the Chent Content is appropriate and accurate,
(iii) timely inputting the Client Content. and Client further acknowledges and agrees that it or its designated employees and agents will
be the sole parties that input, retrieve, manipulate, and have access to the Client Content. Client shall defend, indemnify and hold
harmless Service Provider from and against any and all claims, demands, or actions by third parties arising from Client's use of, or
failure to use, the Chent Content.
7. CONFH)ENTIALITY.
7.1 "Confidential lnfi)rmation' means: (a) the Products (including the source code thereo0; and (b) all information.
whether in written, verbal, graphic, electronic or any other form, of Service Provider or Ctienl, that is identified at the fime of
disclosure or observation as being confidential or proprietary.
7.2 Confidential Information does not include information that: (a) is or becomes generally known to the public
through no fault or breach of this Agreement by the receiving party; (b) is known to the receiving party at the time of disclosure
without an obligation of confidentiality; or (c) the receiving party rightfully obtains from a third party without restriction on use or
disclosure.
7.3 During the term of this Agreement and after any termination and/or expiration of this Agreement, each party will
not use the other party's Confidential Information except as permitted herein, and will not disclose such Confidential Information to
any third party except to employees and consultants as is reasonably required in connection with the exercise of its rights and
obligations under this Agreement (and only subject to binding use and disclosure restrictions at least as protective as those set forth
herein executed in writing by such employees and consultants). However, each party may disclose confidential information of the
other party: (a) pursuant to the order or requirement of a court, administrative agency, or other governmental body, provided that the
disclosing party gives reasonable notice to the other pariy to contest such order or requirement; and (b) on a confidential basis to legal
or financial advisors who agree to be bound by this Section 7.
8. TERMINATION.
8.1 This Agreement will begin on the date the contract is executed and will terminate in accordance with the terms of
this Agreement.
Proposal for the Town of Southold, New York
8.2 Each party will have the right to terminate this Agreement if the other party fails to perform its obligations under
this Agreement and fails to cure such non performance within ninety (90) days after written notice of non-compliance.
Notwithstanding the foregoing, Service Provider shall have the fight to terminate this Agreement by providing written notice if Client
fails to pay any fees due and owing hereunder in accordance with Section 5, if such failure in payment is not cured within thirty (30)
days after written notice thereof.
8.3 Upon termination of this Agreement: (i) all hcenses and fights granted hereunder shall terminate and Service
Provider shall no longer provide any Services and Products Io Client; (ii) Client shall cease and cause its employees to cease using the
Products; (iii) Client will, unless otherwise set forth in this Agreement or mutually agreed upon by the parties in writing, promptly
return to Service Provider or, at Service Provider's request, destroy any products, services and confidential information of Service
Provider. in all fom~s and types of media, and provide Service Provider with an officer's wfitten certification, certifying to Client's
compliance with the foregoing; and (iv) Service Provider shall return to Client all confidential information of Client, in Service
Provider's customary format. The foregoing to the contrary notwithstanding, if Client terminates this Agreement pursuant to Section
8(b) due to Service Provider's default, Service Provider shall provide reasonable cooperation and support to Client to assist Client in
migrating Client Content to replacement software ~[ected by client In the event of the failure or refusal of either party to return the
Products, Services and Confidential Information of the other party in violation of this Section 8(c), the non-complying party shall be
subject to a mandatory injunction to compel the return of such Products. Services and Confidential Infom~ation without having to
show irreparable harm or post a Ix)nd.
8.4 Nothing contained herein shall require Client to destroy or return any and all hardware that it has purchased
pursuant to this Agreement. for which it shall be and remain the full owner~
8.5 Termination of this Agreement by either party will be a nonexclusive remedy for breach and will be without
prejudice to any other right or remedy of such party. Sections 4, 6 and 7 shall survive any termination of this Agreement.
9. GENERAL.
9.1 Neither party shall have a right to assign this Agreement, in whole or in part, without the prior consent of the other
party. Any attempt to assign this Agreement, without such consent, will be null and void. Service Provider may, without the consent
of Client, (i) assign this Agreement or its rights and obligations under this Agreement to a subsidiary or affiliate of Service Provider
which expressly assumes its obligations and responsibilities hereunder; provided that Service Provider shall remain fully liable for and
shall not be relieved from the full performance of all obligations under this Agreement, and (ii) assign this Agreement to a successor
in interest to all or substantially all of the business or assets of Service Provider.
9.2 This Agreement shall be deemed to be entered into in the State of New York and will be governed by and
construed in accordance with the laws of the State of New York, without regard to any conflict of laws provisions.
9.3 If for any reason a court of competent jurisdiction finds any provision of this Agreement invalid or unenforceable,
that provision of the Agreement will be enforced to the maxlinum extent permissible and the other provisions of this Agreement will
remain in full force and effec[
9A The failure by either party to enforce any provision of this Agreement will not constitute a waiver of future
enforcement of that or any other provision.
9.5 All notices required or permitted under this Agreement will be in writing and delivered by courier, overnight
delivery services~ or by certified maik ~d in each instance will be deemed given upon receipt. All notices will be sent to the
addresses set forth in the Building, Planning and Zoning Software Proposal submitted to the Client. Either party may change its
address for notices under this Agreement by giving written notice to the other party by the means specified in this Section.
Proposal for the Town of Southold, New York
9.6 Neither party will be responsible for any failure or delay in its performance under this Agreement due to causes
beyond its reasonable control, including but not limited, to labor disputes, strikes, lockouts, shortages of or inabifity to obtain labor,
energy, raw materials or supplies, war, riot, terrorism, act of God or governmental action, or any other cause or event beyond its
reasonable control, whether similar or dissimilar to those listed herein.
9.7 Client must notify Service Provider, in writing, immodiately upon learning or otherwise becoming aware~ of any
difficulties that may delay the delivery of services or deliverables. Such notification must identify the reason for the delay, as well as
the anticipated period of delay. Service Provider may require a payment of 50% of the balance due under this agreement for any delay
on Client's part.
9,8 Upon mutual consent of Client and Service Provider, the performance schedule as set forth in the Building,
Planning and Zoning Sofiware Proposal submitted to thc Client, may be changed or extended. Where the parties agree to changes,
Service Provider shall issue a Change Order for Client's review and signature describing the changes as well as the adjustments in
schedule and fees occasioned by the changes in scope.
9.9 The parties to this Agreement are independent contractors and this Agreement will not establish any relationship
of partnership, joint venture, employment, franchise, or agency between the par~ies. Neither party will have the power to bind the
other or incur obligations on the other's behalf without the other's prior written consent.
9.10 Client agrees that Service Provider may publicly announce and list Client as a client of Service Provider.
GENERAL CODE, LLC.
72 Hinchey Road
Rochester, New York 14624
800/836-8834
01/07
GENERAL
RECEIYED
October 27, 2009
Ms. Elizabeth A. Neville, RMC, CMC
Clerk, Town of Southold
Town Hall, 53095 Main Road
Southold, NY 11971
~oulhcl,I To~n
Dear Ms. Neville:
Thank you for returning the signed agreement for the Municity Integrated Parcel
Management Software. Enclosed is a copy of the contract for your files. We are very
excited about this project and look forward to working with you.
As President and CEO of General Code, I want to personally assure you that everyone
here is committed to exceeding your expectations. Our goal is to provide everything you
need to make your relationship with General Code both pleasant and productive. We are
confident that when the project is completed you will be delighted with the Municity
software and with us.
Very truly yours,
GENERAL CODE
Gary M. Domenico
President and CEO
GMD:ss
Enc.
72 Hinchey Road, Rochester, New York 14624-2991 · 585 328 1810 · 800-836-8834 · Fax: 585 328 8189
E-mail: mail (c~ generalcode.com www.gcncralcodc.com