HomeMy WebLinkAboutFoundation Business Systems LLC 2020� --
Agreement for PermiTrackEsc Application Services between -
RECEIVED
the City of Oshkosh, WI and Foundation Business Systems, LLC MAR 19 2020
1. PARTIES.
DEPTOF pUL3L IC IVORKS
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This is a contrail between Foundation Business Systems, LLC with offices at 15 South 9`"St'r�2iH5iNE@WP>NSIN
Minneapolis, MN 55402, hereafter referred to as the "Vendor" and the City of Oshkosh, WI with offices at 215 Church
Avenue, Oshkosh, WI 54903, hereafter referred to as "Client."
2. PURPOSE.
This Agreement for Foundation Business Systems, LLC PermiTrackEsc Application Services, hereafter referred to as the
"Agreement," is made in consideration of the Client retaining Vendorto provide and maintain the Services described
herein. This Agreement establishes the purpose of the PermiTrackEsc application, its capabilities and features, term of
services, compensation, schedule of payment and specific conditions related to its provision and use. The
PermiTrackEsc application is a web -based erosion/ sediment control and facility inspection tracking application
accessed through the www MVPermlTracLcom website. This application enables administration, reporting and
publication of permitted construction project information, erosion control and facility inspection reports and record
keeping in support of Stormwater Management Plan compliance.
3. PROVISIONS.
3.1. DESCRIPTION.
Vendor will provide access to and use of PermiTrackEsc as a t�PermiTrack.com application service for
establishing project level information related to administering erosion and sediment control inspections and post
construction facility inspections. This includes unlimited access by the Client via the Internet to setup and
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administer the program and by third party users as designated by the Client within the Application.
Application also includes a map -based user interface for public access that may be enabled at the Client's option.
At the Clients option, additional user accounts can be created for similar administration of post -construction
BMP inspections.
3.2. ACCESS.
PermiTrackEsc provides all subscription users with access to a project information summary, inspection reports
and access to all supporting documents provided for project access. Access to these documents is also available
through the map -based public interface, at the Clients option. This Agreement authorizes concurrent users
related to the Clients administration and use of PermiTrackEsc and all third party users created within
PermiTrackEsc to each independently use PermiTrackEsc from separate locations via Internet access.
4. SERVICES.
4.1. GENERAL.
The Vendor will provide the Client with the means to access PermiTrackEsc using a web browser via Internet
access for entry, administration and reporting of information. This Agreement does not include provision or
maintenance of the Clients connection to or via the Internet. These services will be delivered via the Internet
and are defined as set forth in "Provisions" to define specific subscriptions, Client customizations and additional
offerings.
4.2. CAPABILITY AND FEATURES.
PermiTrackEsc provides the ability to enter, administer and report information in support of construction site
erosion and sediment control inspections and/or post -construction BMP inspections using a web browser via the
Internet. PermiTrackEsc enables management of ClienPs inspection records or those of other parties authorized
by the Client within the application to record inspections.
More specifically, PermiTrackEsc will provide these key capabilities and features: _
4.2.1. Project Setup: Permitted project setup by Client staff or others asauthorized by Client staff with ability'
to store key project documents (permits, design files and construction drawinjaTrack C.
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4.2.2. BMP Library: Definition of standard or Client -defined Best Management Practices (BMPs) specific to each
project at setup, and to each user account where multiple user accounts are established.
4.2.3. Project Types: Client defined and labeled ProjectTypes and user subsets (Groups) to facilitate access and
management.
4.2.4. Inspection Forms: Project specific Inspection Form created from the project setup step and accessible
by standard computer access or mobile wireless equipment.
4.2.5. Maintain Data: Centrally maintain all Application and Client data on secured web server equipment with
systematic daily record backup and available for Internet access by authorized users.
4.2.6. Public Access: Public access to active permitted construction project permit, design and inspection
records, at Client discretion, using a map -based interface with ability for viewers to provide electronic
feedback to responsible parties. This feature is available only for projects that are set up with accurate
latitude and longitude data and when set to an "Active' project status.
4.2.7. Record Access: Long-term access to project inspection records within PermiTrackesc•
4.2.8. Event Notification: Event notification feature for communication to selected or all active users within
the Client subscription.
4.2.9. Automatic Reminders: Automatically generates email reminders to responsible parties for projects not
inspected within two user -selected time periods globally, and at the individual project level.
4.2.10. Report Distribution: Integrated communication capability to provide designated responsible parties a
copy of documents saved in final form within the inspection process.
4.2.11. Custom Reports: Project reporting function for designated activity periods with report output in PDF
(Portable Document Format) or Microsoft Excel format.
4.2.12. Contractor Inspections: Ability of Client to authorize third party users within the Application for
inspection of permitted construction projects or post -construction stormwater facilities. Access by these
users is limited to viewing project setup information and the ability to create, edit and save project
inspection reports on only those projects associated with the third party user.
Additional capacities and features as developed and deployed in subsequent PermiTrackesC updates or releases
within this application platform are included as part of this service through the term of the Agreement.
4.3. TECHNICAL APPLICATION SUPPORT (TAS).
TAS is defined as providing assistance on how to use the application from a technology perspective within a web
browser. (i.e.-The end user of the application does not understand how to use the application command
structure.) TAS does not include assistance to Client, for Client internal or remote connectivity issues, network
access, browser incompatibility issues, software installations, configurations or other technical problems that
reside on the Client side that result in an inability to access or use the Application Services. This service also
includes, but is not limited to:
4.3.1. TAS contact information for Client, provided via a "Support" link within the application.
4.3.2. TAS is for Client system users designated as "Client Administrators" provided by phone and direct email.
4.3.3. All upgrades of the current subscribed platform developed and released for use during the term of the
Agreement.
4.4. PRODUCT INITIATION.
Product Setup and Training is not provided or included as part of this Agreement. The initial data loading of the
application is the sole responsibility of the Client. However, Vendor offers initial setup of PermlTrackESC for the
FBS PermiTrackESC Page 2 of 6 City of Oshkosh, WI
Agreement for PermiTrackesc Application Services between
the City of Oshkosh, WI and Foundation Business Systems, LLC
Client and customized training workshops separately by certified PermiTrack trainers through Authorized
PermiTrack Business Partners. Client may opt to secure the services of an Authorized PermiTrack Business
Partner for these services outside the scope of this Agreement. All such setup and training service fees and
related expenses will be coordinated with the Authorized PermiTrack Business Partner.
4.5. PRODUCTSUPPORT.
Vendor will provide basic "How-to' type support to Client system users designated as "Client Administrators"
for the duration of all active Service Attachments. This service also includes, but not limited to:
4.5.1. Product Support Contact Information: Provided via a "Support" link within the application for Client
system users designated as "Client Administrators" and provided via phone at 612-284-6333 or direct
email at support@mypermitrack.com.
4.5.2. Client Administrators: User skill development for PermiTrackEsc is supported per request in person or
via web-conferencing tools to facilitate communication.
4.5.3. User Support: Vendor will provide information and guidance document suggestions for staff or third
party user training to Client Administrator for their independent use.
4.5.4. Product Support Resources: Items such as "How-to," FACT, Help and downloadable electronic document
resources are available to Client Administrator, Client Users and Client Partners of our products via the
application, MyPermiTrack.com.
4.5.5. All other Product Support Related Needs: Users designated as "Client Users" or "Client Partners" of the
system shall seek assistance from their "Client Administrators."
4.5.6. Advanced Product Support: Analytic Review, Auditing, Data Review and other Consulting Services are
not included in Product Support of this Agreement. Advanced Product Support for all users of the system
is available at the rate of $150/hour and billed in fifteen (15) minute increments. Advanced Product
Support can also be purchased at discounted rates for extended coverage in excess of the
aforementioned. Please contact MyPermiTrack.com or your authorized MyPermiTrack.com Business
Partner for additional details and packages.
4.6. OWNERSHIP OF SYSTEM AND DATA.
The Client acknowledges that all program files are the sole ownership of Vendor and Vendor acknowledges that
all Client -provided data is the sole ownership of the Client. Vendor reserves the right to download the Client's
database files for maintenance and backup purposes of Vendor's program files.
Professional services to review or revise Client data or information entered into the application are not included
in this service or by this Agreement. Vendor is not responsible and assumes no liability of data entered, its
accuracy or content, by the Client or any Third -Party the Client authorizes and or grants access to their
application. Assistance with such services can be provided by the Vendor, if separately authorized.
4.7. USE OF SYSTEM AND ACCESS.
Vendor grants the Client unlimited use of the administrative portion of their system by Client employees. The
Client is not authorized to give any other organization administrative access to the system or otherwise share
the system with anyone outside the Client organization beyond the defined uses of the application. Vendor
reserves the right to immediately cancel service if this is not observed.
S. COMPENSATION.
5.1. PROJECT FEE
The Client agrees to pay Vendor $50.00 for each residential (1-2 family home) construction project and $89.00
for each construction project of any other type entered into PermiTrackesc. The Vendor will discount these costs
FIBS PermiTrackesc Page 3 of 6 City of Oshkosh, WI
Agreement for PermiTrackl=_sc Application Services between
the City of Oshkosh, WI and Foundation Business Systems, LLC
50% on construction projects with effective permit dates prior to completion of the training workshop and if
entered into PermlTrackESC within two quarterly billing cycles of initiation.
The Client agrees to pay Vendor $25.00 per post construction BMP project entered into PermiTrackesc.
This fee includes unlimited client users, unlimited client partners and technical support assistance as defined in
the Agreement. Additional services not authorized by this Agreement, if requested, may be offered via
subsequent amendment of this authorization.
5.2. INVOICING
Vendor will invoice Client quarterly for all projects created in the application within the previous quarter unless
otherwise arranged with the Client.
6. AMENDMENT.
This contract shall be binding on the parties hereto, their respective heirs, devisees, and successors, and cannot be
varied or waived by any oral representations or promise of any agent or other person of the parties hereto. Any other
change in any provision of this contract may only be made by a written Addendum to this Agreement, signed by the
duly authorized agent or agents who executed this contract.
7. TERM AND EFFECTIVE DATE.
This Agreement authorizes full use of PermiTrackesc beginning on the effective date of this or prior Agreement
authorizations.
This Agreement will be annually renewed by Vendor on behalf of the Client, keeping set terms and compensation,
until either the stated Agreement Expiration date has matured or either Client or Vendor has terminated this
agreement as defined within the Agreement.
Effective Date of Services: March 16, 2020
Agreement Expiration Date: March 15, 2025
4 rnunnENT.IA„TvOFAGREEMENT (DELETED)
9. NON -DISCLOSURE.
Vendoragrees that, except as directed by the Client, it will not, at anytime during or afterthe term of this Agreement,
disclose any Confidential Information to any person whatsoever, and that upon the termination of this Agreement,
Vendor will turn over to the Client database files (in a format mutually agreed upon at the time of termination),
documents, papers, and other matter in its possession or control that relate to the Client.
10. PERMITS AND LICENSES.
Vendor shall, at its expense, procure all licenses and permits which are required to lawfully render the services and
agree to comply with all the statutes, ordinances and regulations which are applicable to the conduct of its services
hereunder.
11. REMEDIES OF BREACH.
If either party breaches the above Agreement, the offended party shall have the right to apply to a court of competent
jurisdiction for an injunction to restrain the offending party from employing such actions and for an order to enforce
the terms of this section so breached and to recover any actual damages (limited to the total sum of money expended
pursuant to this Agreement), reasonable attorney's fees and court costs that the party shall have lost as a result of the
breach.
FBS PermiTrackesc Page 4 of 6 City of Oshkosh, WI
Agreement for PermiTrackEsc Application Services between
the City of Oshkosh, WI and Foundation Business Systems, LLC
12. TERMINATION.
If one party (offending party) breaches one or more obligations hereunder, the other party (offended party) shall give
the offending party notice that shall specify the nature of the breach. The offending party shall then have thirty (30)
days from the receipt of such notice to remedy the breach for which such notice has been given. If at the end of such
thirty (30) day period, the Offending party has not cured the breach, the Offended parry may thereupon terminate
this Agreement by giving the offending party a written notice of termination and at the expiration of the 14th day
following the delivery of such notice, the Agreement shall be deemed to be terminated and the offended party shall
be relieved from further performance of its obligations hereunder.
12.1. TERM I NATION BY VENDOR.
12.1.1. Notwithstanding the previous section, Vendor may terminate this Agreement upon 30 days prior written
notice if the Client fails to pay Vendor in accordance with the provisions of above Agreement.
12.1.2. The Client is not authorized to give any other organization administrative access to the system or
otherwise share the system with anyone outside the Client organization unless specifically defined by authorized
Service Addendum(s). Vendor reserves the right to immediately cancel service if this is not observed.
12.2. TERMINATION BY CLIENT.
12.2.1. The Client may terminate this Agreement when it determines that termination is in the best interests of
the Client by giving Vendor thirty (30) days written notice of the termination. If the Agreement is terminated per
this section, Vendor shall be paid its fee for all services rendered to date of termination.
13. SEVERABILITY.
If a court holds any part, term, or provision of the Agreement to be unenforceable, the validity of the remaining
portions or provisions shall not be affected, and the rights and obligations of the parties shall be construed and
enforced as if this Agreement did not contain the particular part, term, or provision. The parties agree that any
Agreement by the Client to indemnify shall be construed to be enforceable to the maximum extent allowed by law.
14. HEADINGS.
The headings that appear in this Agreement have been inserted for the purpose of convenience and ready reference.
They are not intended to and shall not be deemed to define, limit or extend the scope or intent of any provision
thereof.
15. CLIENT'S AUTHORITY.
The Client represents and warrants to Vendor that the Client has the requisite power and authority to enter into and
perform the terms of this Agreement and that the Client has done and will continue to do all things necessary so that
this Agreement will be valid, binding, and legally enforceable upon the Client.
16. ASSIGNMENTS.
This Agreement is not assignable by either party without the prior written consent of the other party, except for an
assignment by either party to a parent or a controlled subsidiary of that party.
17. LIMITATION OF CLAIMS.
Claims of either party against the other must be presented to the other party in writing within one year of the date of
discovery of the basis of the claim or the time allowed in the applicable statute of limitations, whichever is longer.
28. CONSEQUENTIAL DAMAGES.
The parties agree that in no case shall Vendor or the Client be liable for any loss of business, consequential, or indirect
damages.
FBS PermiTrackEsc Page 5 of 6 City of Oshkosh, WI
Agreement for PermiTrackESC Application Services between
the City of Oshkosh, WI and Foundation Business Systems, LLC
19. GOVERNING LAW/ VENUE.
This Agreement shall be governed by the laws of the State of Client residence. Venue for any legal action shall lie in a
court of competent jurisdiction with in county of which Client resides, or in the presiding United States District Court
of the state of residence.
20. ENTIRE AGREEMENT AND NOTICE.
This Agreement contains the entire understanding of the parties and may not be amended without the specific written
consent of both parties. Any notice given under this Agreement shall be sufficient if it is in writing and if sent by
certified or registered mail.
IN WITNESS WHEREOF,
The Client and Vendor have duly executed this Agreement as accepted and approved on this 16th day of
March 2020.
Client: City of Oshkosh, WI
Signed for and in behalf of the City of Oshkosh
Mark A. Rohloff, City Manager
/ l V- 4::��
Russ Van Gompel, DIFector of Finance
I hereby certify that the necessary provisions
have been made to pay the liability which will
accrue under this contract.
Vendor: Foundation Business Systems, LLC
Robert A. Shevik, President
All inquiries related to this Agreement or inquires related to Client's account, subscription, invoicing, payments, W9
copies, scheduling of appointments, training, webinars, technical support and inquires about additional products or
services, please remit your inquiries to:
MvPermTrack.com Customer Care
(612)284-6331 main
(612)284-6330 fax
contactus@mypermitrack.com
By Postal Mall
MyPermiTrack.com
Foundation Business Systems, LLC
1S South 9th Street, Suite 222
Minneapolis, MN 55402
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