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HomeMy WebLinkAboutC-5914 - Services AgreementJ V SERVICES AGREEMENT 1. Parties ACCELA Accela, Inc. 2633 Camino Ramon, Suite 120 Bishop Ranch 3 San Ramon, California 94583 Attention: Contracts Administration T: 925.659.3200 F: 925.407.2722 e -Mail: contractsadmin @accela.com CUSTOMER City of Newport Beach, California Address: 100 Civic Center Drive P. 0. Box 1768 Newport Beach, California 92658 -8915 Attention: Dan Campagnolo T:949- 644 -3231 F: 949 -644 -3229 e -Mail: dcampagnolo @newportbeach.ca.gov This Services Agreement ( "SA ") is intended for the exclusive benefit of the Parties; nothing herein will be construed to create any benefits, rights, or responsibilities in any other parties. 2. Term and Termination 2.1 Tenn The term of this agreement shall commence on the date the SA is executed and shall terminate on June 30, 2016 unless terminated earlier as set forth herein. Notwithstanding the foregoing, the terms and conditons applicable to the Subscription Services shall be as provided in Exhibit A -1. 2.2 Termination Either party may terminate if the other party materially breaches this SA and, after receiving a written notice describing the circumstances of the default, fails to correct the breach within thirty (30) calendar days. Upon any termination or expiration of this SA, all rights granted to Customer are cancelled and revert to Accela. 3. Professional Services Accela will provide the implementation, data conversion, and /or training services ( "Professional Services ") described in the Statement of Work ( "SOW") attached hereto as Exhibit A. 3.1 Warranty Accela will commence and complete the Professional Services in a good and workmanlike manner, consistent with the practices and standards of care generally - accepted within and expected of Accela's industry. 3.2 Customer C000eration As required, Customer agrees to provide Accela with appropriate access to Customer's facilities, personnel, data systems, and other resources. Customer acknowledges that the implementation process described in this SA is cooperative in nature and that Customer must complete its designated tasks in a timely manner in order for Accela to proceed with and complete the Professional Services. Customer delays during the implementation period may have adverse collateral effects on Accela's overall work schedule. Although Accela will use its best efforts to immediately resume work following such a delay, Customer acknowledges that schedules for the Professional Services may be delayed by more than the number of days delayed by Customer. Customer agrees that if additional time is required to complete the Professional Services because of Customer delays, such time will be charged to Customer at Accela's then - current time -and- materials rates. 3.3 Compensation 3.3.1 Implementation Fees In exchange for the Professional Services, Customer will pay to Accela the amounts indicated in Exhibit A according to the billing events schedule described therein. The pricing set forth herein reflects information generally known to Accela, supplied to Accela by Customer, and based on Accela's interpretation of the work to be performed. In addition to such amounts, Customer will reimburse Accela for airfare, travel time, lodging, Services Agreement (SA), Version 03172011 Page 1 of 8 rental transportation, meals, and other miscellaneous expenses as described in Exhibit A. Customer will reimburse Accela for data communications charges at the flat, per -day rate specified in Exhibit A. Upon Customer request, Accela will provide scanned or copied receipts of other appropriate documentation supporting claimed expenses and other charges. 3.3.2 Payment Terms Amounts are quoted in United States dollars and do not include applicable taxes, if any. Customer will be responsible for payment of all federal, state or provincial, and local taxes and duties, except those based on Accela's income. If Customer is exempt from certain taxes, Customer will provide Accela with an appropriate certificate of exemption. Customer will be invoiced for all amounts upon occurrence of the billing events described in Exhibit A. The payment terms of all invoices are net thirty (30) calendar days from the dates of the invoices. Accela may, at its sole discretion, suspend its obligations hereunder without penalty until payments for all past -due billings have been paid in full by Customer. 3.3.3 Total Compensation The total compensation shall not exceed One Hundred Twenty Thousand Dollars and No /100 ($120,000.00) for all Professional Services, including expenses (pursuant to the Statement of Work, attached hereto as Exhibit A), and the Subscripton Service Fees (pursuant to Ex. A -2, hereto). 4. Confidentiality 4.1 Definitions "Disclosing Party" and "Recipient" refer respectively to the party which discloses information and the party to which information is disclosed in a given exchange. Either Accela or Customer may be deemed Disclosing Party or Recipient depending on the circumstances of a particular communication or transfer of information. "Confidential Information" means all disclosed information relating in whole or in part to non - public data, proprietary data compilations, computer source codes, compiled or object codes, scripted programming statements, byte codes, or data codes, entity - relation or workflow diagrams, financial records or information, client records or information, organizational or personnel information, business plans, or works -in- progress, even where such works, when completed, would not necessarily comprise Confidential Information. The foregoing listing is not intended by the Parties to be comprehensive, and any information which Disclosing Party marks or otherwise designates as "Confidential" or "Proprietary" will be deemed and treated as Confidential Information. Information which qualifies as `Confidential Information" may be presented to Recipient in oral, written, graphic, and /or machine - readable formats. Regardless of presentation format, such information will be deemed and treated as Confidential Information. Notwithstanding, the following specific classes of information are not "Confidential Information" within the meaning of this Section: a) information which is in Recipient's possession prior to disclosure by Disclosing Party; b) information which is available to Recipient from a third party without violation of this SA or Disclosing Party's intellectual property rights; c) information disclosed pursuant to Subsection 4.4 below; d) information which is in the public domain at the time of disclosure by Disclosing Party, or which enters the public domain from a source other than Recipient after disclosure by Disclosing Party; e) information which is subpoenaed by governmental or judicial authority; and f) information subject to disclosure pursuant to a state's public records laws. 4.2 Confidentiality Term The obligations described in this Section commence on the Effective Date and will continue until the City gives, express, written authorization to release the information. ( "Confidentiality Term "). Services Agreement (SA), Version 03172011 Page 2 of 8 4.3 Confidentiality Obligations During the Confidentiality Tenn, Recipient will protect the confidentiality of Confidential Information using the same degree of care that it uses to protect its own information of similar importance, but will in any case use no less than a reasonable degree of care to protect Confidential Information. Recipient will not directly or indirectly disclose Confidential Information or any part thereof to any third party without Disclosing Party's advance express written authorization to do so. Recipient may disclose Confidential Information only to its employees or agents under its control and direction in the normal course of its business and only on a need- to-know basis. In responding to a request for Confidential Information, Recipient will cooperate with Disclosing Party, in a timely fashion and in a manner not inconsistent with applicable laws, to protect the Confidential Information to the fullest extent possible. 4.4 Publicity During the tern of this SA, including the term of any amendment hereto, Accela may publicly disclose its ongoing business relationship with Customer. Such disclosures may indicate Customer's identity and the Accela product(s) and services provided or contracted to be provided to Customer. These disclosures may include press releases or other communications to media, display on Accela web sites, or use in other marketing activities, but will not include non - public information or indicate Customer's express endorsement of Accela's products or services without Customer's prior written authorization. 5. Other Terms and Conditions 5.1 Mutual Indemnification Accela agrees to indemnify, defend, and hold Customer and its officers, agents, and employees harmless against any claims, suits, or damages arising out of physical property damage or bodily injury caused by the negligence or misconduct of Accela or its employees or agents while the terms and conditions of this SA remain enforceable. Customer agrees to indemnify, defend, and hold Accela and its officers, agents, and employees harmless against any claims, suits, or damages arising out of physical property damage or bodily injury caused by the negligence or misconduct of Customer or its employees or agents while the terms and conditions of this SA remain enforceable. 5.2 Limitation of Liability Accela provides no warranty whatsoever for any third -party hardware or software products. Third -party applications which utilize or rely upon the Professional Services may be adversely affected by remedial or other actions performed pursuant to this SA; Accela bears no liability for and has no obligation to remedy such effects. Except as set forth herein, Accela provides all Professional Services "as is" without express or implied warranty of any kind regarding the character, function, capabilities, or appropriateness of such services or deliverables. To the extent not offset by its insurance coverage and to the maximum extent permitted by applicable laws, in no event will Accela's cumulative liability for any general, incidental, special, compensatory, or punitive damages whatsoever suffered by Customer or any other person or entity exceed the fees paid to Accela by Customer during the twelve (12) calendar months immediately preceding the circumstances which give rise to such claim(s) of liability, even if Accela or its agents have been advised of the possibility of such damages. 5.3 Insurance Coverage Without limiting Accela's indemnification of City, and prior to commencement of Work, Accela shall obtain, provide and maintain at its own expense during the term of this Agreement or for other periods as specified in this Agreement, policies of insurance of the type, amounts, terms and conditions described in the Insurance Requirements attached hereto as Exhibit B, and incorporated herein by reference. 5.4 Force Maieure If either party is delayed in its performance of any obligation under this SA due to causes or effects beyond its control, that party will give timely notice to the other party and will act in good faith to resume performance as soon as practicable. Services Agreement (SA), Version 03172011 Page 3 of 8 5.5 Dispute Resolution The laws of the State of California shall govem this Services Agreement and all matters relating to it. Any action brought relating to this Agreement shall be adjudicated in a court of competent jursidiction in the County of Orange, State of California. 5.6 Assignment Accela may assign its rights and obligations hereunder for purposes of financing or pursuant to corporate transactions involving the sale of all or substantially all of its stock or assets. Accela may subcontract with qualified third parties to provide portions of the Professional Services described hereinabove. 5.7 Survival The following provisions will survive the termination or expiration of this SA: Section 3.3 and all subsections thereof, as to Customer's obligation to pay any fees accrued or due at the time of termination or expiration; Section 4 and all subsections thereof; and Section 5. 5.8 Altercate Terms Disclaimed The parties expressly disclaim any alternate terms and conditions accompanying drafts and /or purchase orders issued by Customer. 5.9 Severability and Amendment If any particular provision of this SA is determined to be invalid or unenforceable, that determination will not affect the other provisions of this SA, which will be construed in all respects as if the invalid or unenforceable provision were omitted. No extension, modification, or amendment of this SA will be effective unless it is described in writing and signed by the Parties. 5.10 Subscription Services The Suscription Services are governed by the terms and conditions included in ExhibitA•1, attached hereto. 5.11 Additional Provisions Additional Provision required for City contracts are attached hereto as Exhibit C. ACCELA By: W (Signature) Ga,r^� s�ruu� s (Print Name) �_ IM Dated: -LIST '2e' /Y (Month, Day, Year) ' APPROVED AS TO FORM: ?V'—AV L- City Attorney Exhibits Follow. CUSTOMER By: (Signature) No, R. k►� (Print Name Its 1ky YII60OWr (Title) Dated: % — (Month, Day, Year) ATTEST: Dated: ?15711 (Month, DgAYear) 7 f"�' /C� ,' Ilk Services Agreement (SA), Version 03172011 li, l -91 Page 4 of 8 EXHIBIT A Statement of Work (SOW) document follows this page. Services Agreement (SA), Version 03172011 Page 5 of 8 M Accea civic cmd Statement of Work City of Newport Beach Version 1.7 7/16114 © 2013 Accela Inc.. December 2013 Proprietary and Confidential Page 1 M Accea civic good TABLE OF CONTENTS TABLEOF CONTENTS ............................................................................................................................................... ..............................2 DOCUMENTCONTROL—,.. .............. .......... ........... ............. I ............. .............. I .... I ..... I ................. I— .............. 4 OVERVIEW.................................................................................................................................................................. ............................... 5 CRITICAL SUCCESS FACTORS .................................................................................................................................. ..............................5 HIGHLEVEL SCOPE OF SERVICES ....................................................................................................................... ..............................7 STAGEDESCRIPTION ............................................................................................................................................... ..............................7 MILESTONEOVERVIEW ........................................................................................................................................ ..............................7 SAMPLEDELIVERABLES .......................................................................................................................................... ..............................7 PROJECTTIMELINE ................................................................................................................................................. ............................... 7 PROJECTMANAGEMENT .......................................................................................................................................... ..............................8 BILLINGTERMS .......................................................................................................................................................... ..............................9 BILLINGSCHEDULE: ............................................................................ ........................................................................................... 9 EXPENSES: ............................................................................................................................................................................. ......... .9 CONTRACTSUM :.................................................................................................................................................. ............................... 10 PROJECTSPUT ON HOLD: ............................................................................................................................................................ 10 PROJECTASSUMPTIONS ......................................................................................................................................... .............................10 GENERALPROJECT ASSUMPTIONS ................................................................................................................... .............................10 PROJECT RESOURCING AssuMPTIONS ............................................................................................................. .............................11 PAYMENTASSUMPTIONS ..................................................................................................................................... .............................12 LOCATION OF SERVICES AND KEY CONTACT ........................................................................................................... ............................... 12 CHANGEORDERS ............................................................................................................................................. .............................13 EXPIRATION....................................................................................................................................................... .............................13 APPENDIX A: PROJECT RESOURCES .................................................................................................................... .............................14 AGENCYRESOURCES ........................................................................................................................................... ............................... 14 ACCELARESOURCES ........................................................................................................................................... ............................... 16 APPENDIX B - ACCELA IMPLEMENTATION METHODOLOGY .............................................................................. .............................18 APPENDIX C — DELIVERABLE ACCEPTANCE FORM ............................................................................................ .............................20 APPENDIX D — CHANGE ORDER .............................................................................................................................. .............................21 SAMPLE CHANGE ORDER —PAGE 11— .................................................................................................................................................. 21 © 2013 Accela Inc.. December 2013 Proprietary and Confidential Page 2 M Accela civic good SAMPLE CHANGE ORDER —PAGE 2 .................... .................................................... ............................... 22 APPENDIX E - DETAILED SCOPE ............................................................................................................................ .............................23 STAGE1 - INITITATION ...................................................................................................................................... .............................23 DELIVERABLE 1: PROJECT INITIATION .................................................................................................................... ............................... 23 DELIVERABLE 2: ACCELA AUTOMATION SETUP — ( ACCELA HOSTED) ......................................................................... ............................... 24 STAGE 2 AND 3 — ANALYSIS AND SOLUTION FOUNDATION ..................................................................................... ............................... 25 DELIVERABLE 3: UPDATES TO BEST PRACTICE CONFIGURATION ............................................................................. ............................... 25 STAGE4 - BUILD .................................................................................................................................................. .............................25 DELIVERABLE 4: INTERFACE — PAYMENT PROCESSOR ............................................................................................ ............................... 26 DELIVERABLE 5: ACCELA CITIZEN ACCESS CONFIGURATION ..................................................................................... ............................... 27 DELIVERABLE 6: ACCELA GIS CONFIGURATION ...................................................................................................... ............................... 28 DELIVERABLE 7: ACCELA MOBILE OFFICE CONFIGURATION ..................................................................................... ............................... 29 DELIVERABLE 8: ACCELA ELECTRONIC DOCUMENT REVIEW CONFIGURATION ............................................................ ............................... 29 STAGE5- READINESS ...................................................................................................................................... .............................30 DELIVERABLE 9: END USER TRAINING ................................................................................................................... ............................... 30 DELIVERABLE 10: USER ACCEPTANCE TESTING ( UAT) ........................................................................................... ............................... 31 STAGE6 - DEPLOY ........................................................................................................................................... ............................... 32 DELIVERABLE 11: PRODUCTION SUPPORT ............................................................................................................. ............................... 32 DELIVERABLE 12: POST DEPLOYMENT SUPPORT AND TRANSITION TO CRC ............................................................. ............................... 33 © 2013 Aocela Inc.. December 2013 Proprietary and Confidential Page 3 M Acceta civic twod DOCUMENT CONTROL ..- 4/2114 Author in Sullivan Version 1.0 Change Reference 419114 Dane Quatacker 1.1 Update to Assumptions 4110114 Cindy Sullivan 1.2 Final Review and Pricing 5124114 Cindy Sullivan 1.3 Interfaces Removed AMO Added 6110114 Cindy Sullivan 1.4 Review 6117114 Dane Quatacker 1.5 Updates payment table and alignment of hours to pricing sheet 7/10114 Cindy Sullivan 1.6 Added Payment Adapter Interface with updated ricin 7/16114 Cindy Sullivan 1.7 Amended pricing to 15% Final Payment upon Project Completion; Updated Train the Trainer Quantity, Updated Change Order Rate © 2013 Accela Inc.. December 2013 Proprietary and Confidenfial Page 4 M Accea civic good OVERVIEW Congratulations on your selection of Accela, Inc., and their enterprise suite of industry leading software. The implementation of Accela products is designed specifically to meet the specific requirements and budget defined by ( "Agency "). Accela will utilize a best practice Implementation Methodology, based on previous client interactions and industry knowledge, to promote a successful project that will meet the Agency's objectives. The following Statement of Work will detail how Accela Services will implement the software you have purchased, including the major milestones and deliverables that will ensure your success. Accela is committed to providing a superior software solution, and deployment of the software, for the current and future needs of the Agency. Accela will work with Agency staff to optimize Accela's portfolio of software, best practices, and customer experience to enable the Agency to successfully deploy its Accela Automation software and meet its functionality, timing and cost requirements. This Statement of Work ( "SOW ") dated June 17, 2014 sets forth a scope and definition of the consulting /professional services, work and /or project (collectively, the "Services ") to be provided by Accela ( "Accela ") to Agency. Capitalized terms not defined in this SOW are as defined in the Services Agreement. In the event of any conflict between the Agreement and this SOW, the terms of the Services Agreement shall govern. CRITICAL SUCCESS FACTORS In order to successfully execute the services described herein, there are several critical success factors for the project that must be closely monitored and managed by the stakeholders. These factors are critical in setting expectations between the Agency and Accela, identifying and monitoring project risks, and promoting strong project communication. Dedicated Agency Participation — Accela fully understands that Agency staff members have daily responsibilities that will compete with the amount of time that can be dedicated to the Accela Automation implementation project. However, it is critical that the Agency acknowledges that its staff must be actively involved throughout the entire duration of Services as defined in the Project Plan. Accela will communicate insufficient participation of Agency and Accela resources through Project Status Reports with real and potential impacts to the project timeline. Accela will work with the project sponsors and department leaders to determine appropriate team member involvement. This could range from full -time during early analysis meetings to part -time during the technical implementation phase. • Accela Implementation Methodology — Accela's successful, proven, implementation methodology is crucial to the project success. AcceWs Automation software and customer base is a niche market and as such the implementation methodology may differ from other consulting firms and software packages. It is imperative to project success that the Agency is willing to adhere/adopt to the Aocela Implementation Methodology described in Appendix A. Knowledge Transfer — It is critical that Agency personnel participate in the analysis, configuration and deployment of Accela Automation in order for Accela to transfer knowledge to the Agency. Once Post Production assistance tasks are completed by Accela Services, the Agency assumes all day -to -day operations of Accela Automation outside of the Support and Maintenance Agreement. The Support and Maintenance Agreement does not cover any Agency manipulation of implemented scripts, reports, interfaces and adaptors. Depending on the scope of the project, key knowledge transfer areas could include: © 2013 Accela Inc.. December 2013 Proprietary and Confidential Page 5 M Accela civic good • Configuration • Batch scripts • Interfaces • Event Management Scripts • Reports and Forms Deliverable Acceptance Process - Implementation services for the above products are formalized through the deliverables defined in this document. Upon completion of each deliverable according to the acceptance criteria defined herein, Accela will provide the Agency with a Deliverable Acceptance Form to formalize acceptance and completion. The Deliverable Acceptance Form is subsequently signed by the appropriate Agency contact, as defined and faxed /scanned /emailed or hand delivered to Accela. Please refer to Appendix C to view a sample Deliverable Acceptance Form. Accela respectfully requests prompt attention to the processing of all Deliverable Acceptance Forms, as adherence to this timely process directly impacts the ability to complete the project in the desired timeframe. In order to prevent delays in the project schedule, for all Deliverables where no response time is specifically identified in the SOW, a three (3) business day acceptance period is assumed. Best Practice Templates - Accela's Best Practice Templates, or pre -built business processes, are based on direct experience with hundreds of existing customers and domain experts. These templates are complete packages of working business processes including workflows, data structures, business logic, fees, form and standard reports. These will be utilized as the baseline for the Solution Foundation for this implementation which will assist in decreasing risk, expediting deployment and insuring a superior utilization of the Accela Automation solution. © 2013 Accela Inc.. December 2013 Proprietary and Confidential Page 6 civic good HIGH LEVEL SCOPE OF SERVICES The purpose of this section is to detail the departments, products and high level activities and milestones that comprise the Accela implementation for the Agency. The specific scoping points can be found in Appendix E. Products The following list items represent the Accela products purchased by the Agency that are in scope for this Project: • Accela Land Management • Accela Citizen Access • Electronic Document Review • Accela Mobile Office • Accela GIS High Level Milestones and Sample Deliverables The scope of services is delivered in six stages and will result in an initial deployment of the Accela platform. A high level description of the phases is listed below. Specific descriptions of all deliverables, responsibilities and acceptance criteria are found in Appendix D. All deliverable templates used are Accela created and follow the Accela methodology. See Assumptions for more information about deliverable templates. STAGE MILESTONE OVERVIEW SAMPLE DELIVERABLES DESCRIPTION Stage 1: Initiation Set up the project framework for a Project Charter successful delivery Project Plan Project Kickoff Stage 2: Analysis Provide best practice consulting to define To -Be Analysis documentation to-be configuration for Agency Stage 3: Solution Foundation Create the appropriate solution Configuration blueprint architecture blueprint for a successful deployment Stage 4: Build /Conversion Build out Accela platform. Development of Scripts & Interface Create and deliver conversion schemas, specifications (if needed) interface schemas and other technology solutions needed for implementation Stage 5: Readiness Validate Accela solution for Agency User Acceptance Testing deployment via testin Training Stage 6: Deploy Move to Production ( "Go Live') and Move to Production Support Post De to ment SUDnnrf PROJECT TIMELINE The term of this project is 9 months and 1 phase. Any delays (Change in staff level/availability, missed deadlines) in the Project Timeline which by mutual agreement were created by the Agency will result in an increase in the duration of the project will require a Change Order to © 2013 Accela Inc.. December 2013 Proprietary and Confidential Page 7 M Accea civic I�ood reimburse Aocela for the additional costs associated with the delay, including but not limited to additional hours for project management, deliverable development and review. Upon execution of this SOW, the parties will collaborate to determine a start date for Services to be rendered. Upon initiation of these Services, the Accela Project Manager will work with the Agency to collaboratively define a baseline project schedule. Given the fact that project schedules are working documents that changeover the course of the project, the Accela Project Manager will work closely with Agency to update, monitor, agree, and communicate any modifications. PROJECT MANAGEMENT Accela will provide minimal overall project management focusing solely on Accela resources and services throughout the implementation in order to plan and monitor execution of the project in accordance with deliverables outlined in the Statement of Work. To support the implementation of the Accela Automation software at the Agency, Accela will provide Project Management services throughout the project. Generally these services include the following: • Change order management • Resource management By mutual agreement, some project management tasks may be shared between the Accela Project Manager and the Agency Project Manager (i.e. Project Timeline and Tracking). © 2013 Accela Inc.. December 2013 Proprietary and Confidential Page 8 M Accela civic 17ood BILLING TERMS BILLING SCHEDULE: Accela will perform the Services on a monthly payment basis based on: the nature and scope of the Services and associated Deliverables outlined in Appendix E, the expected staffing requirements, project schedule, Accela's and Customers roles and responsibilities and the other assumptions set forth in this SOW. Accela's total price to perform the Services and provide the Deliverables described in Appendix E is $93,720.00 exclusive of taxes and expenses (the "Fixed- Fee "). The Fixed -Fee price is based on the information available at the time of signing and the assumptions, dependencies and constraints, and roles and responsibilities of the Parties, as stated in this SOW. Invoices will be sent on the monthly anniversary of the contract signing until the contracted amount has been met. Initiation 10% Due Upon Contract Initiation $ 9,372.00 Progress Payment 1 Month 1 $ 8,786.25 Progress Payment 2 Month 2 $ 8,786.25 Progress Payment Month 3 $ 8,786.25 Progress Payment Month 4 $ 8,786.25 Progress Payment Month 5 $ 8,786.25 Progress Payment 6 Month 6 $ 8,786.25 Progress Payment 7 Month 7 $ 8,786.25 Progress Payment 8 Month 8 $ 8,786.25 Final Payment 15% Project Completion and Sign Off $ 14,058.00 TOTAL $ 93,720.00 EXPENSES: Actual amounts of any reasonable and customary travel expenses incurred during the performance of services under this SOW will be billed to Agency, according to Accela expense policy. Accela will bill Customer for actual expenses incurred for travel and lodging /living, as well as other approved out -of- pocket expenses (such as mileage, parking, tolls and telecommunications charges). Accela will work with Customer to manage and control its expenses in accordance with Accela's global travel policy guidelines and will not incur expenses in excess of the initial contracted budget below without Customers prior written consent. Expense receipts will be made available as requested by Agency. Total estimated expenses are based on past Accela engagement experience. Based on the assumption that there will only need to be 5 onsite trips at an estimated $2,100.00 each, the travel expense budget is estimated at $10,500.00. Should the customer require more onsite trips than the assumption above, a Change Order will be required prior to additional travel commencing to cover the cost of additional site visits. © 2013 Accela Inc.. December 2013 Proprietary and Confidential Page 9 M Accea civic good CONTRACT SUM: The total amount payable under this Agreement is therefore $104,220.00 including travel expenses and travel time. The estimated fees for this SOW are predicated on the timely completion of project milestones. However, should completion of milestones slip due to actions of Agency, and should this slippage result in material effort to Accela in excess of the hours provided for in this document, Accela will produce a change order at a rate of $185.00 for additional hours in support of the scope and deliverables contained herein. Any change order will need to be approved by both Agency and Accela. Change orders will need to be approved within three business days of delivery to avoid a halt of work on the engagement. PROJECTS PUT ON HOLD: It is understood that sometimes Agency priorities are revised requiring the Agency to place the Accela implementation on hold. When a project is put on hold, at minimum, Accela will need to draft a Change Order to keep some of the Accela project manager's time engaged to monitor progress and to resource the project once it comes off hold. Other Change Order items may be needed as a result of the delay. When a project goes on hold, project resources will be re- deployed and Accela will need a forty -five (45) calendar day notice to re -staff the project. Resumption of the project will be dependent upon Accela resourcing timelines. Should the Agency become non - responsive to Accela communications for a term of 30 calendar days regarding continuance of the project work, Accela can choose to cancel the remainder of the Statement of Work. To finish the project will require a new Statement of Work at new pricing at the current rates. PROJECT ASSUMPTIONS GENERAL PROJECT ASSUMPTIONS Scope and Timeline • Scope is based on discovery sessions with Agency prior to the SOW development. • Agency and Accela will review their responsibilities before work begins to ensure that Services can be satisfactorily completed and in the appropriate timeframe. • Coding not specifically described in this document is the responsibility of Agency. • Unless otherwise stated, source code for compiled binaries will not be provided • Unless otherwise stated, custom deliverables (scripts, reports, data conversions, and/or interfaces) upon approval by formal sign -off, or meeting acceptance criteria defined in Appendix A, or termination of this agreement, are provided "as -le without any express or implied warranty or maintenance • "Go live" (system is in production) timeline assumes timely completion of Agency deliverables (including finalization of requirements / use cases / product catalog), availability of key Agency resources, and collaboration and availability of any third -party vendor resources. Late (per mutually agreed project plan) Agency deliverables may adversely impact overall implementation timeline. Training © 2013 Accela Inc.. December 2013 Proprietary and Confidential Page 10 M Accea civic izood • Project assumes that a Train the Trainer approach will be taken during this implementation. The Trainer will train 2 to 3 end users in the operation of the creation of products and operation of billing functions in Accela. Testing • Accela is responsible for testing the initial configuration of system • Agency is responsible for writing any User Acceptance Test Scripts • Agency is responsible for User Acceptance Test and System Integration Testing Go Live and Go Live Support • "Go Live" definition is that the Accela software is up and running in production. If an Agency moves to production, i.e. "Goes Live" it is deemed to have accepted the product (see "Acceptance" in Services Agreement) and shall comply with any payment obligation for "Move to Production ", "Go-Live" and /or "Acceptance ". There may be post go -live issues that are being supported during this time; however any financial obligations the Agency may have to Aocela based on "Go live ", commence on the date the software is available in production. • Accela consulting resources will support Agency after "Go Live" until such time that Agency is transferred to support (typically within a calendar month). Project Completion • The project is complete once the transition to Accela's support (CRC) has been completed. If applicable, the specific deliverable acceptance process and financial obligation for "transition to CRC" or "project completion" will commence on the date the transition to Accela's CRC. Acceptance • For deliverable based payment agreements the criteria outlined in the Services Description in Appendix E for the corresponding deliverable will be deemed accepted based on the Acceptance language in the Services Agreement. Upon completion of each payment deliverable, Accela will provide the Agency with the Accela Deliverable Acceptance form to formalize acceptance and completion of that piece of scope. The number of days the Agency has to accept or reject the Deliverable Acceptance is delineated in the Services Agreement. The Deliverable Acceptance form is subsequently signed by the appropriate Agency contact, as defined in the Project Charter, and faxed /scanned /emailed or hand delivered to Accela. Please refer to Appendix C to view a sample Deliverable Acceptance Form. • For non - deliverable based payment agreements, at minimum, it is requested that Agency sign acceptance for a minimum of the major phases of the project typically: Initiation, Analysis, Foundation, Build, Readiness, Deployment (as specified in Appendix Q. Each phase should be signed off prior to commencing work on the next phase. Accela respectfully requests prompt attention to the processing of all Deliverable Acceptance Forms, as adherence to this timely process directly impacts the ability to complete the project in the desired timeframe. PROJECT RESOURCING ASSUMPTIONS Agency Resourcing • Agency will provide a dedicated Project Manager throughout the course of the implementation. • Agency Project Manager will maintain primary responsibility for the scheduling of Agency employees and facilities in support of project activities. Estimated time commitments for resources are outlined in Appendix A. © 2013 Accela Inc.. December 2013 Proprietary and Confidential Page 11 M Accea civic mood • Agency has committed to the involvement of key resources and subject matter experts for ongoing participation in all project activities as defined in the project plan associated with this SOW. • Agency agrees during the Initiation Phase of the project to assign a single designated approver for each major project deliverable. The designated approver will be responsible for overseeing and /or directly participating in the design and development, as well as the approval, of the deliverable. Agency may make changes to designated approvers with written notification to Accela a minimum of one month before a deliverable is due. • Agency will provide access to subject matter experts and decision makers in a timely fashion. • Agency will commit project sponsors and all necessary stakeholders and SME's during the project kickoff. • Agency will commit all necessary SME's and IT personnel during the requirements and design phase for the appropriate sessions as outlined by the Accela Project Manager during Kick -Off preparation. Accela Resourcing • Accela has assumed that project team will need to be on -site as appropriate and mutually agreed upon. Any additional on -site consulting will be at the mutual agreement of Agency and Accela Project Manager. All travel expenses incurred for on -site work are per the terms of expense reimbursement outlined above. • Accela personnel will attend Agency executive steering committee meetings as needed. • In the pricing, Accela has assumed the appropriate resourcing to ensure deployment success for the scope outlined. Significant additional support requested by Agency over this level of resourcing would necessitate a change order that could impact the cost of the project. • Accela will provide a project oversight for services throughout the implementation in order to plan and monitor execution of the project in accordance with deliverables outlined in the Statement of Work. To support the implementation of the Accela Automation software at the Agency. • Any additional worked hours over the hours or scope stated in the SOW will require a Change Order. Third Party Resourcing • Accela is not responsible for impacts to project timeline created by dependency on Agency third party consultants. Timeline changes will result in a Change Order for extension of Accela project resources caused by Agency thins party consultant actions (including availability) resulting in additional time or scope. PAYMENT ASSUMPTIONS General • Invoices are due net 30 of the invoice date. Deliverable Payments • While it is requested that the Agency signs a Deliverable Acceptance form to generate an invoice for Fixed Fee Deliverable payments, it is not required to invoice the Customer if the work has been completed. LOCATION OF SERVICES AND KEY CONTACT Services contracted under this SOW may be performed remotely and/or at the Agency's on -site facilities as deemed appropriate and reasonable for the successful completion of the Services detailed herein. © 2013 Accela Inc.. December 2013 Proprietary and Confidential Page 12 Work Location: City of Newport Beach Civic Center, 100 Civic Center Drive, Newport Beach, CA 92660 Please indicate below the key Agency contact that will be responsible for Project Management: Name: Dan Campagnolo Title: Systems and Administration Manager Phone Number(s): 949. 644.3231 Email: dcampagnolo@newportbeachca.gov CHANGE ORDERS In order to make a change to the scope of Professional Services in this SOW, Agency must submit a written request to Accela specifying the proposed changes in detail. Accela shall submit to Agency an estimate of the charges and the anticipated changes in the delivery schedule that will result from the proposed change in the Professional Services ( "Change Order'). Accela shall continue performing the Professional Services in accordance with the SOW until the parties agree in writing on the change in scope of work, scheduling, and fees therefore. Any Change Order shall be agreed to by the parties in writing prior to implementation of the Change Order. If Accela's effort changes due to changes in timing, roles, responsibilities, assumptions, scope, etc. or if additional support hours are required, a change order will be created that details these changes, and impact to project and cost (if any). Any change order shall be signed by Accela and Agency prior to commencing any activities defined in the change order. Standard blended rate for Accela resources is $165 per hour. The Change Order Template is attached hereto as Appendix D. EXPIRATION The scope and terms of this SOW must be executed as part of the Agency Services Agreement within sixty (60) calendar days of the date of this SOW. If the SOW is not executed then the current scope and terns can be renegotiated. © 2013 Accela Inc.. December 2013 Proprietary and Confidential Page 13 M Accela _N .2,�s,_.v" APPENDIX A: PROJECT RESOURCES AGENCY RESOURCES Agency must fill the appropriate roles with the appropriate personnel to work together with the Accela Project Team for these Services and that Agency will make available additional resources as needed for the Services to be successful. Agency roles can be filled by the same person. In addition, Agency will provide all necessary technical resources to make appropriate modifications within any Agency systems wishing to integrate with any Accela systems. These resources must be proficient in Agency coding /development environment and tools, to make the required changes to their software to enable integration and must be available during the timeframe of these Services. Agency roles include Sponsor, Project Manager, Technology Manager, and Business Lead(s) for each Division /department being implemented, Super User trainers, and others as appropriate. Sponsor Manager IResDonsibilities include: 0 2013 Accela Inc.. December 2013 Proprietary and Confidential Page 14 • Ultimate responsibility for the success of the project, • Creating an environment that 2 Hours' promotes project buy -in, • Driving the project through all levels (*Might be 2 Hours of the agency, higher during • High -level oversight throughout the initiation) duration of the project, • Serving as the primary escalation point to address project issues in a timely manner. Responsibilities include: • Overall administration, coordination, communication, and decision - making associated with the implementation; • Planning, scheduling, coordinating and tracking the implementation with 40 Hours 10 Hours Accela and across departments within the agency; • Ensuring that the project team stays I focused, tasks are completed on schedule, and that the project stays on track. 0 2013 Accela Inc.. December 2013 Proprietary and Confidential Page 14 M Accea civic 5ood © 2013 Accela Inc.. December 2013 Proprietary and Confidential Page 15 user representative for each affected 1 (minimum) department must be appointed to facilitate superuseriliasioni analysis and configuration and serve as a FTE per decision- making entity for that group. These department. 50- critical appointments may well determine the 75% dedication success of the implementation for their of a 2 -3 respective areas. Responsibilities include: resources per department for • Attending requirements workshop 4 -6 weeks. End- user training Division /Departmental Business sessions; period is 2 -3 Leads Willing and able to gather data and FTEs for 4 2 Hours make decisions about business weeks at about processes; 50% dedication • Assist in the creation of and User specifications for reports, interfaces Acceptance & conversions Testing and Go- • Review and test the system Live activities configuration; will require 2 -3 • Participating in the implementation of FTEs at 80% the Accela Automation solution. dedication. Responsibilities include: • Being trained on the Accela Automation system at a System Administration level; • Being fully engaged in the Business Analysis and system configuration 'Division /Departmental Subject iMatter Expert (SME) activities; . Assist internal efforts towards the 2 Individuals, 30 Hours 40 Hours creation of reports, interfaces & conversions; • Assist in the review and testing of the system configuration; • Actively participate in the full implementation of the Accela Automation solution. Responsibilities include: • Primary responsibility for the F5 Technical Lead technical environment during the 40 Hours Hours software implementation; • Ensure that servers, databases, network, desktops, printers, are available for system implementation © 2013 Accela Inc.. December 2013 Proprietary and Confidential Page 15 M Accea civic Food ACCELA RESOURCES Accela will assign key Professional Services resources for this engagement with Agency. These individuals are well versed in the Accela Automation application, and are well qualified to lead this effort. Accela 's Project Manager shall assume full responsibility for the coordination of this team and its interaction with key Agency resources assigned to the effort. The main roles are as follows: The Project Executive oversees the project's progress/direction and works with the Project Manager to ensure efficiency, consistency and quality in delivery of Accela implementations. The Project Executive actively participates in a project Executive director/executive role. The Project Executive will meet with Agency Executives monthly or upon request throughout the duration of the project. The Senior Implementation Consultant assigned to the project will have major experience in the business process as well as the product functionality and is Implementation responsible for: Business analysis activities: Mapping the client's business processes and requirements to the functionality of Accela's products and the creation of solution design, © 2013 Accela Inc.. December 2013 Proprietary and Confidential Page 16 and meet minimum standards; Work with Accela technical personnel during implementation; • Maintain test and production databases; Perform day -to -day maintenance of the system and install maintenance releases; • Act as the primary technical resource for troubleshooting problems; -Establish and maintain backup, archival, and other customary ! maintenance and housekeeping activities. Responsibilities include: Understanding reporting needs of 40 Hours during Report Developer Agency Ability to write or amend reports as reporting phase of project 20 -40 Hours the Agency's report needs grow ACCELA RESOURCES Accela will assign key Professional Services resources for this engagement with Agency. These individuals are well versed in the Accela Automation application, and are well qualified to lead this effort. Accela 's Project Manager shall assume full responsibility for the coordination of this team and its interaction with key Agency resources assigned to the effort. The main roles are as follows: The Project Executive oversees the project's progress/direction and works with the Project Manager to ensure efficiency, consistency and quality in delivery of Accela implementations. The Project Executive actively participates in a project Executive director/executive role. The Project Executive will meet with Agency Executives monthly or upon request throughout the duration of the project. The Senior Implementation Consultant assigned to the project will have major experience in the business process as well as the product functionality and is Implementation responsible for: Business analysis activities: Mapping the client's business processes and requirements to the functionality of Accela's products and the creation of solution design, © 2013 Accela Inc.. December 2013 Proprietary and Confidential Page 16 MAcceta civic good © 2013 Accela Inc.. December 2013 Proprietary and Confidential Page 17 • Leading system configuration activities, Providing traininglmentoring to agency staff, Recommend industry best practices to agency to enhance business processes, • Guide agency on how best to configure the system based on past experiences and software expertise. Implementation Consultant resources support the project and typically focus on the owing tasks. The configuration of the system to match the System Configuration Implementation Consultant document. Build activities within the project, such as conversion data mapping, creation of reports and interface specification. Accela Technical Consultants are involved in all areas that require knowledge o server -side considerations and Accela add -on products such as: • Application installation and setup (Accela Automation, Accela GIS, Accela echnical Consultant Wireless, and Accela Citizen Access), Report definition and creation, Event Manager Script definition and programming, Database Conversions and data mapping assistance, • Interface specifications and development. Training Consultant Training Consultants are responsible for Accela Training classes with assistance from Implementation consultants, depending on the nature of the specific project. © 2013 Accela Inc.. December 2013 Proprietary and Confidential Page 17 M Acceta civic food APPENDIX B - ACCELA IMPLEMENTATION METHODOLOGY Accela will deliver its Services to the Agency by employing the methodology detailed in this section. This is a proven methodology that guides the project from inception to deployment, thereby increasing the chances of successfully implementing Accela software products. Project delivery through execution of this Implementation Life Cycle is described below. IMPLEMENTATION LIFE CYCLE Thorough execution of these six stages ensures that Accela customers receive high - quality services throughout the project engagement. Figure 1 - Accela Methodology As illustrated in the figure above, the stages of project delivery flow in linear direction, although many tasks run in parallel as appropriate to avoid unnecessary project delays. Each stage has pre - defined objectives, tasks and associated deliverables. Depending on the exact scope of the project, a full complement or subset of all available deliverables will be delivered through the services defined for the project. Employing this deliverables -based approach ensures that Accela and the Agency understand the composition and 'downstream' impact of each project deliverable to ensure the project is delivered with quality and in a timely manner. INITIATION Initiation represents the first stage in the lifecycle. During the Initiation stage, project contracts and the SOW are finalized, project scope and objectives are reviewed, and project planning activities and deliverables are completed. ANALYSIS Analysis is the second stage in the lifecycle. During the Analysis stage, Accela reviews existing agency documentation, interviews agency staff, and conducts workshops to understand the "To-Be" vision of the Agency that can be executed with the aid of Accela Automation. It is during this Phase that Accela gains a deeper understanding of Agency processes and business rules; simultaneously, the Agency begins to gain a deeper understanding of the methodology and Accela Automation capabilities. A key output of this Phase is the To-Be Analysis Document(s) which serve as the 'foundation' for configuration of Accela Automation to support germane elements of the Agency "To-Be" vision. Supplementing the To -Be Analysis Document(s) are all other configuration specifications documents related to data conversion, interfaces, reports, and event scripts. SOLUTION FOUNDATION Solution Foundation is the third stage in the lifecycle. It begins upon completion of Stage 2 and should be completed prior to the next stage, Build. During the Solution Foundation stage, Accela Automation will be © 2013 Accela Inc.. December 2013 Proprietary and Confidential Page 18 M Accea civic food built to match the to -be processes agreed to in the Analysis stage. Essential to this effort is the configuration of the Record (Case, Application, Permit, Work Order, etc) types that were agreed to during the Analysis phase. BUILD Build serves as the fourth stage in the lifecycle, and execution of this stage overlaps Configuration, but ends after Configuration is complete. During the Build stage, all defined elements during the Analysis stage beyond the Solution Foundation will be implemented. This includes conversions, event scripts, interfaces and reports. READINESS Readiness is the fifth stage in the lifecycle. During the Readiness stage Accela Automation is fully tested, errors are identified, documented and corrected. Additionally, the solution is prepared for deployment. In addition, system administrators and end users are trained so that all appropriate agency staff members are prepared to use and maintain the software once the move to production occurs. DEPLOY Deploy is the sixth and final stage in the lifecycle. During the Deploy stage the applications are moved to production; all requisite pre - production activities are identified, tracked and completed, and post - production analysis and review is completed. Upon moving to production, the Accela Automation applications are transitioned to the Accela Customer Resource Center (`CRC') for ongoing support. A formal transition will occur between the Services team and the CRC that instructs the agency on available communication channels (telephone, email, online tracking system) and use of the Accela knowledge base. Lastly, all documented issues or enhancement requests will be transitioned from the Services team to the Customer Resource Center. © 2013 Accela Inc.. December 2013 Proprietary and Confidential Page 19 M Accea civic 1�00d APPENDIX C - DELIVERABLE ACCEPTANCE FORM Dale: Ageng Name: Approving Agency Manager: Aocela Manager: I Project Name / Code: Contract / Agreement #: Agency agrees that Accela has successfully completed the following Deliverables: Source I Deliverable # Reference Details Service Agreement Agency agrees that Accela has successfully completed the Deliverables described above in accordance with the terms of the related Contract/Agreement. APPROVALS: I Agency Name Signature Title Date © 2013 Accela Inc.. December 2013 Proprietary and Confidential Page 20 M Accea civic APPENDIX D - CHANGE ORDER SAMPLE CHANGE ORDER- PAGE 1 Agency: Project Code: Contract #I PO #: Initiating Department: Initiated By: Change Category: ❑ Product ❑ Project ❑ Contract 1. Log File Issue details 1 scope impact: • Schedule impact: • Resource impact: • Cost impact: 2. Issue details 1 scope impact • Schedule impact: • Resource impact: • Cost impact: Total Project Schedule Impact: Total Project Resource Impact: Total Project Cost Impact: CO #: Date: ❑ Maintenance DISPOSITION COMMENTS: Disposition: Approved ❑ Rejected ❑ Closed ❑ See Comments Date: © 2013 Accela Inc.. December 2013 Proprietary and Confidential Page 21 M Accea civic good SAMPLE CHANGE ORDER — PAGE 2 The above Services will be performed in accordance with this Change Order/Work Authorization and the provisions of the Contract for the purchase, modification, and maintenance of the Accela systems. The approval of this Change Order will act as a Work Authorization for Accela and /or Agency to perform work in accordance with this Change Order, including any new payment terms identified in this Change Order. This Change Order takes precedent and supercedes all other documents and discussions regarding this subject matter. Accepted By: Agency Accepted By: Accela, Inc. By: By: Print Name: Print Name: Title: Title: Director Date: Date: O 2013 Accela Inc.. December 2013 Proprietary and Confidential Page 22 Accepted By: Accela, Inc. B: Print Name: Title: Sr. VP of Services Date: O 2013 Accela Inc.. December 2013 Proprietary and Confidential Page 22 M Accela civic food APPENDIX E - DETAILED SCOPE The following section describes the specific activities and tasks that will be executed to meet the business objectives and business requirements of the Agency. In support of the implementation effort as described above, Accela will provide the following detailed implementation services. For each deliverable, a description is provided as well as criteria for acceptance of the deliverable. STAGE 1 • INITITATION DELIVERABLE 1: PROJECT INITIATION Project initiation is an opportunity to ensure the project starts in a well- organized, structured fashion while re- confirming the Agency and Accela expectations regarding the implementation. This Deliverable is comprised of project planning activities and is conducted between the Agency and Accela after the signing of the Statement of Work. In conjunction with the Agency representatives, Accela will perform the following tasks: • Finalize staffing for the project teams. Guidelines and recommendations for the Agency project staffing are addressed in the Project Staffing section of this document. • Conduct a formal Kickoff meeting. The objective of this meeting is to review the purpose of the project and discuss the project scope, roles and responsibilities, deliverables, and timeline. The Project Kickoff Meeting includes a formal presentation by the project team to review project objectives, methodology, timeline, roles and responsibilities, risks, and other key project elements with project stakeholders. In terms of specific output, the following will be executed for this deliverable: ➢ Baseline Project Plan ➢ Project Kickoff Presentation Accela Responsibilities: • Provide timely and appropriate responses to Agency's request for information. • Communicate the Accela Implementation Methodology that will be used by Accela to deliver Services. Agency Responsibilities: • Coordinate project planning activities. • Complete Baseline Project Plan, Project Status Report Template, and Project Kickoff Presentation deliverables with input from appropriate Agency resources. • Identify and set expectations with key resources and subject matter experts for ongoing participation in the project. • Provide timely and appropriate responses to Accela's requests for project planning input and meeting logistics requests. • Provide meeting facilities for onsite activities. • Include Project Sponsor in Project Kickoff Meeting. © 2013 Aocela Inc.. December 2013 Proprietary and Confidential Page 23 M Accea civic iaad Acceptance Criteri a: • Review and acceptance of the Baseline Project Plan • Completion of the Project Kickoff Meeting DELIVERABLE 2: ACCELA AUTOMATION SETUP — ( ACCELA HOSTED) This Deliverable is defined as the setup of the Accela Automation software in the Accela Cloud environment, such that Agency can log into the system and verify that the software is available. In terms of specific output, the following will be executed for this deliverable: ➢ Setup of the Accela Automation software, development and test environments, in the Accela Cloud ➢ Demonstration of an operational Accela Automation environment Specifically, Accela will perform the following tasks within the support environment: • Perform a remote system check of the system. • Demonstrate that the Accela Automation applications are operational. Accela Responsibilities: • Provide timely and appropriate responses to Agency's request for information. • Consult with Agency resources to provide technical input and answer technical questions related to the requirements for Accela Automation. Agency Responsibilities: • Provide timely and appropriate responses to Accela's requests for information. • Make available the appropriate Agency users to validate system is setup and available. Acceptance Criteria: • Confirmation of ability to log into the Accela Automation software. O 2013 Accela Inc.. December 2013 Proprietary and Confidential Page 24 M Acceta civic STAGE 2 AND 3 - ANALYSIS AND SOLUTION FOUNDATION DELIVERABLE 3: UPDATES TO BEST PRACTICE CONFIGURATION Accela resources will dedicate 40 hours of consulting assistance to be used to update the delivered Best Practice Templates for the Agency specific business processes where needed. The following list provides examples of the types of updates that may be required; • Add or rename existing fields in order to account for Agency business processes and /or data conversion mapping. • Define and create user accounts with associated user groups /security access. • Updates to existing workflows as needed • Updates to existing system dropdown fields • Updates and creation of Agency specific fee schedules • Updates and creation of Agency specific inspection types and guide sheets / checklists • Others areas as defined These hours can be used, at the Agency's discretion, for additional training, oversight, issue resolution and actual configuration work. In terms of specific output, the following will be executed for this deliverable: A; Campletwnof40hours;ofcopsultin�c assistance,,,, „a . ” Accela Responsibilities: • Provide timely and appropriate responses to Agency's request for information. • Interview staff in order to understand existing business processes. • Conduct requested sessions to capture the required business processes to be automated within the system. • Conduct meetings via email, web conference, phone, and in person to complete required consulting. Agency Responsibilities: • Provide timely and appropriate responses to Accela's requests for information. • Make available the appropriate Agency key users and content experts to provide required information, participate in the configuration analysis and verify the accuracy of the documented workflows, input/output formats, and data elements. • Provide any existing business process documentation, including process flows; fee schedules; commonly used applications, reports and forms; and other relevant information. • Schedule participants and meeting locations for analysis activities. Acceptance Criteri a: • Completion of 40 hours of consulting services. STAGE 4 - BUILD The Build stage includes data conversions, interfaces, development of Accela Event Manager Scripts, and report development. It comprises all of the additional critical activities outside of solution foundation that has been © 2013 Accela Inc.. December 2013 Proprietary and Confidential Page 25 M Accea civic good configured for the Agency. Similar to the Configuration Stage, it is critical that appropriate agency representatives are involved in each step of the process to ensure success. DELIVERABLE 4: INTERFACE — PAYMENT PROCESSOR Accela Resources will dedicate 16 hours to develop an interface between Accela Automation and an Agency provided adaptor for Electronic Payments. Specifically, Accela will utilize /update the standard E- Payment adaptor to the Virtual Merchant System for Accela Automation (Back -Office/Counter) payment processing. In terms of specific output, the following will be executed for this deliverable: ➢ Interface Specifications Document ➢ Demonstration of operational interface between Accela Automation and Virtual Merchant in the development or test environment. ➢ Delivery of 16 hours of Consulting Services Accela Responsibilities: • Work with Agency staff to develop interface specifications during configuration. • Use an Accela web service or other tool to implement interface functionality based on the specifications. • Assist the Agency with testing and debugging of the interface. Agency Responsibilities: • Provide timely and appropriate responses to Accela's request for information. • Allocate the time for qualified business and technical experts for the testing sessions that are critical to the project success. • Identify and coordinate any related tools used to implement the interface (3rd party or in -house development). • Assist in the interface specification development and data mapping process. • Review and approve the interface specification documents. • Allocate the time for qualified personnel to test the interface for acceptance to ensure that the data populates successfully according to the interface specification documents. Acceptance Criteria: • Review and approval of the Interface Specification document. • Demonstration of the interface meeting the specific requirements detailed on the interface specifications document. The Agency will not unreasonably withhold acceptance if the Agency opts to complete the task using Agency or third party resources. 0 2013 Accela Inc.. December 2013 Proprietary and Confidential Page 26 M Accea civic good DELIVERABLE 5: ACCELA CITIZEN ACCESS CONFIGURATION This deliverable includes setup and configuration of Accela Citizen Access (ACA) on the Agency Dev or Test site per the Requirements gathered in the To -Be Analysis Phase. Accela will work with the Agency representatives validate and implement Accela Citizen Access to extend certain aspects of the internal Accela Automation configuration for use by the general public. Specifically, the following items will be configured: ➢ Integration into existing Agency website ➢ Text Settings, including disclaimers, help text and watermarks Security Settings ➢ Form Layout ➢ User registration settings ➢ User rights and permissions In terms of specific output, the following will be executed for this deliverable: • Accela Citizen Access Wireframe Specifications Document (MS Word) • Configure ACA for [List Languages] language versions • Accela Citizen Access Admin Training Accela Responsibilities: • Setup Accela Citizen Access in Dev and Test environments • Assist agency in set up and validation of merchant account integration • Work with the Agency to determine which services to expose to the public via Accela Citizen Access • Create configuration specification for Accela Citizen Access based on analysis with the Agency • Configure the Online Record types defined in the System Configuration Document in Accela Citizen Access Agency Responsibilities: • Obtain a merchant account, and deploy an intemet - enabled payment engine • Validate that the configuration specification for Accela Citizen Access meets Agency requirements based on details from the Configuration phase of the project • Perform testing of all Online Record types for purposes of validating the configuration Acceptance Criteri a: • Accela Citizen Access Configuration Analysis Document provides details of all configuration elements based on Accela Automation back office configuration • The base configuration of Accela Citizen Access is configured as documented in the approved Accela Citizen Access Configuration Specification Document. • Demonstration of the operational Accela Citizen Access functionality per the specification document(s) Acceptance Review Period: • Ten (10) business days O 2013 Accela Inc.. December 2013 Proprietary and Confidential Page 27 M Accea civic uciod DELIVERABLE 6: ACCELA GIS CONFIGURATION Accela will install and configure Accela GIS to link and leverage existing Agency GIS information, including assistance with establishing the map service to be used in conjunction with Accela GIS. The following are the main objectives being pursued through the implementation of the Accela GIS: • Look up permit information and parcel information from the Permitting system. • View selection, location, and associated GIS information. • Select one or more parcels and add new applications to the permit system. • Auto - populate spatial attributes for a property in forms (including ACA). During GIS installation, Accela's technical staff will work with Agency IT staff to ensure that the components for hardware, software, database, network, and Internet are in place for the Accela GIS test and production environments. Accela technical staff will validate the proper installation and configuration of the Accela GIS environment. In terms of specific output, the following will be executed for this deliverable: ➢ Accela GIS installed on Agency server(s) ➢ 1 Proximity Alerts ➢ 1 Dynamic Themes ➢ 1 Attribute Mapping Accela Responsibilities: • Install Accela software and perform quality assurance checks on the configuration and performance based on acceptance criteria mutually developed by Accela and the Agency. • Demonstrate that the Accela GIS applications are operational in the Agency computing environment thus communicating with the Accela Automation system. • Assist the Agency in identifying and developing Proximity Alerts and Dynamic Themes Agency Responsibilities: • Arrange for the availability of appropriate staff for the system installation, setup, testing, and quality assurance throughout the setup process. • Order and procure necessary hardware, non - Accela systems software, and networking infrastructure as specified by Accela. • Provide people and physical resources based on the dates outlined in the project schedule. • Prepare the hardware, software, and network in accordance with the specifications provided by Accela. • Provide Accela with network access for remote installation and testing. • Provide information and data in the formats specified by Acoela that will be needed for the GIS implementation. Acceptance Criteria: • Demonstration of operating Accela GIS in test environment. O 2013 Accela Inc.. December 2013 Proprietary and Confidential Page 28 M Acceta civic good DELIVERABLE 7: ACCELA MOBILE OFFICE CONFIGURATION Accela will install and configure the Accela Mobile Office (AMO) application. As part of this deliverable, Accela will perform the configuration tasks required to ensure AMO interfaces with Accela Automation in both a test and production environment. Using AMID, an Agency inspector can perform activities such as: • Result inspections /investigations in either store /forward or wireless mode. • Print reports in the field. AMO installation and setup will involve Accela's technical staff working with the Agency IT staff to ensure that the components for hardware, software, database, network, and Internet are in place for the AMO test and production environments. Accela technical staff will validate the proper installation and configuration of the AMO environment. In terms of specific output, the following will be executed for this deliverable: Agency Responsibilities: • Order and procure necessary hardware, non -Accela systems software, and networking infrastructure as specified by Accela. • Arrange for the availability of appropriate resources for the system installation, setup, testing, and quality assurance throughout the setup process • Prepare the hardware, software, and network in accordance with the specifications provided by Accela. • Provide Accela with network access for remote installation and testing. Acceptance Criteria: • Demonstration of AMO within the test/staging system. DELIVERABLE 8: ACCELA ELECTRONIC DOCUMENT REVIEW CONFIGURATION This deliverable is comprised of the activities that will enable the submission, review and markup of documents to work effectively given the Agency's configuration. Accela will leverage stamps provided out -of -the box, or from its stock of stamps, and provide instruction on the creation of stamps to the Agency. The Agency will be responsible for creating any additional stamps that will be applied through configuration. Accela will also leverage buttons provided out of the box and provide training and instruction on the creation of custom buttons with links. The Agency will be responsible for creating any buttons that will be applied through configuration. Accela will work with the Agency to identify and review: • Documents that will be submitted online through Accela Citizen Access and Accela Automation as part of the review process. • Agency workflows associated with the document review process. • Requirements for workflow tasks I statuses I assignments for each role (e.g. intake personnel, plan reviewers, plan processors approvers, etc.) in support of Agency workflow. • Versioning of documents submitted / reviewed. • Process steps within the Agency's workflow associated with reviewing the plan. © 2013 Accela Inc.. December 2013 Proprietary and Confidential Page 29 M Accela civic good Requirements for notifications via email. • Stamps to be used on submitted documents. • Buttons to be used to quickly access Web -based regulatory codes. • Information that will be exposed to the public via Accela Citizen Access. In terms of specific output, the following will be executed for this deliverable: ➢ Accela Electronic Document Review Specification Document(MS Word) ➢ Configuration of Accela Electronic Document Review Accela Responsibilities: • Install Accela Electronic Document Review on up to10 client PC's and train the Agency so they can install on additional PC's. • Provide one custom stamp for each of these categories; static text, simple dynamic stamp and dynamic stamp with input for the purposes of training. • Provide one sample custom button for the purposes of training Agency Responsibilities: • The Agency will have installed .Net Framework 4.0 Client Profile and Adobe Acrobat Pro software. Adobe Acrobat Pro must be purchased and installed separately for each Agency user who will be interacting with Accela Electronic Document Review for plan review and markups. • Make available the appropriate subject matter experts to provide needed information, participate in the analysis and verify the accuracy of the information provided. • Creation of additional Adobe activities (stamps and buttons) • Provide timely and appropriate responses to Accela's request for information. Acceptance Criteria: • Accela Electronic Document Review Specification Document provides details of all configuration elements based on Accela Automation back office configuration. • Demonstration of the operational Accela Electronic Document Review functionality per the specification document(s). Acceptance Review Period: IFTen (10) business days STAGE 5- READINESS DELIVERABLE 9: END USER TRAINING This Deliverable includes the Delivery by Accela to Agency of 1 instance of the End User Training course (3 days onsite). Accela best practices have proven that class sizes no larger than 14 participants are more successful with students who meet the pre- requisites of the course. The Accela Trainer has the right to modify the class size to ensure successful instruction with Agency agreement. End User Training should be coupled with the Agency delivering supplementary user training to its staff using the core Use Cases documented in each System Configuration Document. Accela recommends that Agency adopt the "80120 rule" for training, focusing the majority of their training on the 80% of what the Agency normally does operationally. The recommended supplementary training conducted by the Agency can utilize business experts from each area to © 2013 Accela Inc.. December 2013 Proprietary and Confidential Page 30 In terms of specific output, the following will be executed for this deliverable: ➢ 1 instances of End User Training (3 days) Accela Responsibilities: • Coordinate with the Agency to define training schedule, logistics, and agency specific training concerns. • Provide 1 instances of End User Training. Aoencv Responsibilities: • Select and prepare the power -users who will be participating in the training and subsequently training end users. • Arrange the time and qualified people for the training who are critical to the project success. • Provide suitable Agency facilities to accommodate various training classes. • Ensure that users are proficient in using PC's in a Windows environment as a prerequisite for the course. • Ensure that users are familiar with use of standard Internet browsers as a prerequisite for the course. Acceptance Criteria: • Execution of 1 instances of the End User Training course to the Agency. DELIVERABLE 10: USER ACCEPTANCE TESTING (UAT) This deliverable is comprised of the assistance Accela will provide to allow the Agency to accept that the solution meets the requirements as documented in all the deliverables. Accela will assist the Agency in the testing and validation of the solution and its readiness to be migrated to production for active use and will assist in transferring the solution and any required data from Support to Production. Accela will provide a total of 20 hours of support for training, oversight, answering questions and addressing issues discovered in User Acceptance Testing. It should be noted that it is critical that the Agency devote ample time and resources to this effort to ensure that the system is operating per signed specifications and ready for the move to production. The testing effort will require a significant time investment by the Agency, and coordination of resources is critical. At this point in the implementation process, the Agency should test individual components for functionality of the solution (i.e., functional and /or unit testing), and also test to ensure that the interrelated parts of the Accela Automation solution are operating properly (i.e., integration testing). In terms of specific output, the following will be executed for this deliverable: ➢ Completion of 20 hours of support for User Acceptance Testing. Accela Responsibilities: • Provide recommendations on testing strategy and best practices. • Lead the Agency in up to 40 hours of User Acceptance testing effort and the validation of the system configuration and its readiness to be migrated to production for active use. © 2013 Accela Inc.. December 2013 Proprietary and Confidential Page 31 M Acceta civic good • Resolution of issues as a result of User Acceptance Testing activities. Agency Responsibilities: • Provide timely and appropriate responses to Accela's request for information. • Make available the appropriate Agency key users and content experts to participate in user acceptance testing as defined and managed by Agency. • Develop the User Acceptance test scripts. • Utilize the use cases documented in each Configuration Document Deliverable as the basis for the acceptance of this Deliverable. Acceptance Criteria: • Completion of up to 20 hours of UAT STAGE 6- DEPLOY DELIVERABLE 11: PRODUCTION SUPPORT Production date is defined as the official date in which Accela Automation moves from the test environment to production for daily Agency usage. This date will be agreed to by both Aocela and the Agency at project inception. It may be altered only by change order agreed to by both parties. In the weeks prior to moving to Production, Accela will assist in final data conversions, system validation, staff preparation assistance and training, and coordination of deployment. In terms of specific output, the following will be executed for this deliverable: ➢ Deployment support for moving to Production ➢ Final Data Conversion run during the migration from the test environment to the production environment. ➢ Accela Automation used in Production environment for Agency daily use Accela Responsibilities: • With assistance from the Agency, lead the effort to transfer the system configuration and any required data from the test environment to Production. • Assist in the development of a Pre - Production checklist that details the critical tasks that must be accomplished prior to moving to Production. Agency Responsibilities: • Provide technical and functional user support for pre and post Production Planning, execution, and monitoring. • Provide timely and appropriate responses to Accela's request for information. • Assist in the development of a Pre - Production checklist that details the critical tasks that must be accomplished prior to moving to Production. • Make available the appropriate Agency key users and content experts to participate in user acceptance testing as defined and managed by Agency. Acceptance Criteria: • Deployment support prior to moving to Production. • Production system is first used by the Agency for daily use. © 2013 Accela Inc.. December 2013 Proprietary and Confidential Page 32 M Accela civic 00Od DELIVERABLE 12: POST DEPLOYMENT SUPPORT AND TRANSITION TO CRC This deliverable is comprised of the post- Production support assistance that Accela will provide to address issues and provide advice immediately following the move to Production for daily use. Accela will provide support for 10 hours immediately following deployment (go- live). Accela will work with the Agency to identify remedies to issues discovered during this period using a Post Production Issues List. This list will be comprised of issues related to the defined deliverables listed in this SOW, which will be addressed by Accela, as well as any other issues that the Agency wishes to track (not Accela Responsibility). Examples of issues the Agency is responsible for include training issues, functional changes beyond the scope of this Statement of Work, cosmetic changes, and procedures related to the use of Accela Automation. Specifically, Accela will not be developing or creating additional reports, conversions, interfaces, records types and workflow processes that were not included in the scope of this project. At the end of the support period, Accela will provide a final copy of the issue tracker to the customer and disable the list. Additionally a formal meeting will be scheduled with the Agency, Accela Services Team, and Accela CRC for the purpose of transitioning support of future issues and question from the Agency to Accela CRC. In terms of specific output, the following will be executed for this deliverable: ➢ 10 hours of Post Deployment Support ➢ Finalized post production issues list ➢ Transition of Agency from Services team to Customer Resource Center for ongoing support Accela Responsibilities: • Provide post - production support for Accela developed configuration and components. • Assist with the identification of issues for the Post Production Issues List. • Assist with issues that may arise related to the deliverables in this SOW. • Transfer ongoing support of the client and to the CRC to address any post Production issues that require remediation. Agency Responsibilities: • Provide technical and functional user support for post - production support and monitoring. • Develop and maintain a Post Production Issues List. • Provide timely and appropriate responses to Accela's request for information. • Make available the appropriate Agency key users and content experts to participate in user acceptance testing as defined and managed by Agency. Acceptance Criteria: • Execution of 10 hours post- Production support. • Official transfer from the Accela Services project team to the Customer Resource Center (CRC). • Document and deliver remedies to all Post Production identified issues. © 2013 Accela Inc.. December 2013 Proprietary and Confidential Page 33 EXHIBIT A -1 Subscription Order and Terms and Conditions follow this page. Services Agreement (SA), Version 03172011 Page 6 of 8 M Accela Better government throvgh civic engagement Bill To: City of Newport Beach, CDD 100 Civic Center Drive P.O. Box 1768 Newport Beach, CA 92658-8915 Payment Terms & Conditions Payment Term: Net 30 PO Required: PO Number: Billing Method: Other Terms & Conditions Attn: Dan Campagnolo SOF Number: Q-01770 Date: Customer: Newport Beach, CA Subscription Agreement: 0114a Proposed By: David Avila Ship To: City of Newport Beach, CDD 100 Civic Center Drive P.O. Box 1768 Newport Beach, CA 92658-8915 Billing: Service Start Date: Service End Date: Date of Annual Terms: • Agency will be responsible for payment or reimbursement to Accela, Inc. of any and all federal, state, provincial and local taxes and duties that are applicable, except those based on Accela's net income. • If the Agency requires additional on-site assistance, a separate estimate and Statement of Work will be provided. • Annual Subscription fees do not include hardware or equipment. Please contact your selected hardware vendor for additional hardware or software costs. Alternative Terms Disclaimed The parties expressly disclaim any alternative terms and conditions accompanying drafts and/or purchase orders issued by Customer. Subscription PART # DESCRIPTION QTY UNIT PRICE EXTENDED NET PRICE SS10AAASSAS0001 Accela Automation - Subscription User 10 USD 1,188.0000 USD 11,880.00 USD 11,880.00 SS10AACAPOP0001 Accela Citizen Access - Subscription Population 85,186 USD 0.0300 USD 2,555.58 USD 2,555.58 SS10AAMOSAS0002 Accela Mobile Add On - Subscription User 2 USD 588.0000 USD 2,940.00 USD 1,176 Subtotal USD 17,375.58 Customer Signature Print Name Ve, A • Gt _ Title Ty �' V 1ancItAer Date S-�5-ILA Fax: Attn. of Contracts Administration at (925) 407-2722. Email: contractsadmin@accela.com Mail To: Accela, Inc. 2633 Camino Ramon, Suite 500, Bishop Ranch 3, San Ramon, CA 94583 Subscription TOTALI USD 15,611.58 Accela, Inr"�,r-LA L • Signature Print Name COL -1 t1% ! i4&_ a -s Title�js'/ Z�Jy Date /KS7 , THANK YOU FOR YOUR BUSINESS! APPI®VED AS TO FORM: City Attomey -7 1� ACCELA SUBSCRIPTION TERMS AND CONDITIONS Version 0114a 1. As used herein, "Accela" refers to Accela, Inc. and "Customer" refers to the subscribing customer designated on the attached Order. Accela and Customer are collectively designated as the "Parties ". 2. These Subscription Terms and Conditions ( "Terms ") are effective upon execution of the Order by Customer and are for the exclusive benefit of the Parties. Nothing herein will be construed to create any benefits, rights, or responsibilities in any other parties. 3. Customer's subscription term commences on the date Accela provides appropriate access credentials to Customer's designated technical contact, indicating that the application services identified in the Order ( "Subscribed Services ") are available for Customer's subscription use. Said date is Customer's "Service Date" for purposes of designating the start of any subscription term. 4. Subscription terms are twelve (12) calendar months in duration. At the end of Customer's subscription term or, if a multi-term subscription is indicated on the Order, the last of Customer's subscription terms, Customer's subscription will renew for an additional term. The per -unit pricing during said additional term will be the same as the prior term's annual fees unless Accela notifies Customer otherwise not less than ninety (90) calendar days prior to the end of said prior term. Any price increase will be effective at the start of the renewal term. No such price increase will exceed seven percent (7 %) of the prior term's annual pricing. Customer may opt -out from said automatic renewal by providing written notice to Accela not less than sixty (60) calendar days prior to the Service Date anniversary which begins the renewal term. During said sixty-day period, Customer may decrease the number of users for which it has subscribed; said decrease will be effective during the next subscription term. Customer may not decrease its number of subscribed users at any other time during a subscription term. At any time during a subscription term, Customer may increase its number of subscribed users by submitting an order to Accela and paying the fees associated with the increase. Such fees will be calculated as the pro -rata remaining portion of the subscription term, rounded -up to the nearest full month. 5. In exchange for its use of the Subscribed Services, Customer will pay to Accela the amounts indicated in the Order. Said amounts are based on services purchased and not actual usage; payment obligations are non - cancelable and fees paid are non- refundable, except as otherwise specifically- provided herein. Unless otherwise stated, such fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including but not limited to value- added, sales, use or withholding taxes, assessable by any local, state, provincial, federal or foreign jurisdiction ( "Taxes "). Customer is responsible for paying all Taxes associated with its purchases hereunder. If Accela has the legal obligation to pay or collect Taxes for which Customer is responsible, the appropriate amount will be invoiced to and paid by Customer, unless Accela is provided with a valid tax exemption certificate authorized by the appropriate taxing authority. Accela is solely responsible for taxes assessable against it based on its income, property and employees. 6. The Subscribed Services are protected under the laws of the United States and the individual states and by international treaty provisions. Accela retains full ownership in the Subscribed Services and grants to Customer a limited, nonexclusive, nontransferable right to use the Subscribed Services, subject to the following terms and conditions: a) The Subscribed Services are provided for use only by Customer employees and to the extent of their duties for Customer, Customer's agents, contractors and officials; b) Customer may not make any form of derivative work from the Subscribed Services, although Customer is permitted to develop additional or alternative functionality for the Software using tools and /or techniques provided to Customer by Accela; c) Customer may not obscure, alter, or remove any confidentiality or proprietary rights notices; d) Customer may use the Subscribed Services only to Accela Subscription Terms and Conditions (Version 0114a) Page 1 of 4 process transactions relating to properties within both its own geographical and political boundaries and may not sell, rent, assign, lend, or share any of its rights hereunder; e) Customer is responsible for all activities conducted using its user credentials and for its users' compliance with the provisions of these Terms; and f) All rights not expressly granted to Customer are retained by Accela. Accela will make the Subscribed Services available to Customer pursuant to these Terms during a subscription term. Customer agrees that its purchases hereunder are neither contingent on the delivery of any future functionality or features nor dependent on any oral or written public comments made by Accela regarding future functionality or features. 7. Accela warrants that it has full power and authority to agree to these Terms and that, as of the effective date hereof, the Subscribed Services do not infringe on any existing intellectual property rights of any third party. If a third party claims that the Subscribed Services do infringe, Accela may, at its sole option, secure for Customer the right to continue using the Subscribed Services or modify the Subscribed Services so that these do not infringe. Accela will have the sole right to conduct the defense and will defend any legal action and conduct all negotiations for its settlement or compromise. 8. Accela has no obligation for any claim based upon a modified version of the Subscribed Services, where such modifications were not made or authorized by Aocela, or the combination or operation of the Subscribed Services with any product, data, or apparatus not provided by Accela. Accela provides no warranty whatsoever for any third -party hardware or software products. Except as expressly set forth herein, Accela disclaims any and all express and implied warranties, including but not limited to warranties of merchantability and fitness for a particular purpose. 9. The Subscribed Services will be hosted by Accela on Accela -owned equipment at a physically - secure commercial third -party hosting facility. Accela will perform system administration duties as required to maintain the service levels described below and to facilitate timely restoration of Customers data and operations, if necessary, following unanticipated interruptions of the Subscribed Services. Accela will implement suitable network security measures to minimize the likelihood of unanticipated interruptions of the Subscribed Services. 10. Accela will endeavor to provide Customer with no less than twenty -four (24) hours' notice prior to Subscribed Services unavailability due to planned maintenance (other than during Accela's standard maintenance window between the hours of 9:00 PM [21:00] Thursday and 1:00 AM [1:00] Friday Pacific time); Accela will endeavor to provide as much notice as is practicable under the circumstances for updates and fixes which may be applied on a more urgent basis. Accela will provide five (5) business days' notice prior to any planned network, server hardware, operating environment, or database modifications of a material nature. 11. Excluding the foregoing events, Accela warrants that the Subscribed Services will be available no less than ninety-nine point nine percent (99.9 %) of each calendar month. For each month during which the availability of the Subscribed Services does not achieve the established standard, Accela will provide a credit to Customer's account as calculated pursuant to Section 12 below, provided that the substandard availability is timely identified by Customer in writing and can be objectively verified. Credits accumulated pursuant to this Section may be applied to additional Accela products and /or services, but will not be refunded to Customer. 12. The performance requirements for the Subscribed Services, excluding planned maintenance downtime, are below. Uptime is calculated on a calendar month basis as U= O /(M -P) *100, where U is Uptime, 0 is the amount of operational uptime for the Subscribed Services during a given month, M is the number of minutes in the month, and P is the number of minutes of planned downtime during the month. Credits are calculated on pro -rated monthly fees. Uptime Credit 49.9% None <99.9% but 49.0% 15% <99.0% but 45.0% 35% <95.0% 100% 13. In support of the Subscribed Services, Accela will provide Customer with a) a telephone number to contact the Customer Resource Center (CRC), Accela's live technical support facility, which is Accela Subscription Terms and Conditions (Version 0114a) Page 2 of 4 available from 4:00 a.m. until 6:00 p.m. Pacific time Monday through Friday, excluding Accela's observed holidays; b) one or more electronic mail addresses to which Customer may submit routine or non - critical support requests, which Accela will address during its regular business hours; and c) access to archived software updates and other technical information in Acoela's online support databases, which are continuously available. Where support is needed to address non - functioning or seriously impaired Services and there is no reasonable workaround available, Accela will promptly respond to the support request and use commercially reasonable efforts to provide updates toward resolution of the issue. 14. The following are not covered by these Terms, but may be separately available at rates and on terms which may vary from those described herein: a) Services required due to misuse of the Subscribed Services; b) Services required by Customer to be performed by Accela outside of Accela's usual working hours; c) Services required due to external factors including, but not necessarily limited to, Customer's use of software or hardware not authorized by Accela; or d) Services required to resolve or work -around conditions which cannot be reproduced in Aocela's support environment. 15. Customer warrants that it owns or has been authorized to provide the data to Accela. Customer retains full ownership of said data and grants to Accela a limited, nonexclusive, nontransferable license to use said data only to perform Accela's obligations in accordance with these Terms. 16. Throughout the term of the agreement, upon the request of Customer, not less than or more than once per quarter, Accela will provide Customer with a copy of its data in an Oracle database dump file. Provision of the data on a more frequent basis than once per quarter can be accomplished upon request for an additional fee. Within thirty (30) calendar days following the end of its final Subscribed Services term ( "End of Term "), Customer may request that Accela provide a complete copy of Customers data and associated documents, as updated or modified by Customer's use of the Subscribed Services, in an Oracle database dump file format. Accela will comply in a timely manner with such request, provided that Customer a) pays all costs of and associated with such copying, as calculated at Accela's then - current time - and - materials rates; and b) pays any and all unpaid amounts due to Accela. 17. Subject to the limitations of Section 6, Customer may authorize access to the Subscribed Services by creating unique user names and passwords ( "Logins ") up to the number of users indicated in the Order. 18. Each Login must be assigned to a single individual and may not be shared or used by more than one such user. Customer may reassign any Login to another individual, provided that such reassignments do not circumvent the "single individual" requirement described in this Section. 19. Customer acknowledges that transmissions and processing of Customer's electronic communications are fundamental to Customer's use of the Subscribed Services. Customer further acknowledges that portions of such transmissions and processing may occur within various computer networks not owned or operated by Accela. Customer agrees that Accela is not responsible for any delays, losses, alterations, interceptions, or storage of its electronic communications which occur in computer networks not owned or operated by Accela. 20. Either party may end Customer's access to the Subscribed Services if the other materially breaches these Terms and, after receiving a written notice describing the circumstances of the default, fails to correct the breach within thirty (30) calendar days. Upon any termination for cause by Customer, Accela will refund any prepaid subscription fees covering the remainder of the subscription term after the effective date of termination. 21. "Disclosing Party" and "Recipient" refer respectively to the party which discloses information and the party to which information is disclosed in a given exchange. Either Accela or Customer may be deemed Disclosing Party or Recipient depending on the circumstances of a particular communication or transfer of information. "Confidential Information" means all disclosed information relating in whole or in part to non - public data, proprietary data compilations, computer source codes, compiled or object codes, scripted programming statements, byte codes, or data codes, entity - relation or workflow diagrams, financial Accela Subscription Terms and Conditions (Version 0114a) Page 3 of 4 records or information, client records or information, organizational or personnel information, business plans, or works -in- progress, even where such works, when completed, would not necessarily comprise Confidential Information. The foregoing listing is not intended by the Parties to be comprehensive, and any information which Disclosing Party marks or otherwise designates as "Confidential" or "Proprietary" will be deemed and treated as Confidential Information. Information which qualifies as "Confidential Information" may be presented to Recipient in oral, written, graphic, and/or machine - readable formats. Regardless of presentation format, such information will be deemed and treated as Confidential Information. Notwithstanding, the following specific classes of information are not "Confidential Information" within the meaning of this Section: a) information which is in Recipient's possession prior to disclosure by Disclosing Party; b) information which is available to Recipient from a third party without violation of this Section or Disclosing Party's intellectual property rights; c) information which is in the public domain at the time of disclosure by Disclosing Party, or which enters the public domain from a source other than Recipient after disclosure by Disclosing Party; d) information which is subpoenaed by governmental or judicial authority; and e) information subject to disclosure pursuant to a state's public records laws. Recipient will protect the confidentiality of Confidential Information using the same degree of care that it uses to protect its own information of similar importance, but will in any case use no less than a reasonable degree of care to protect Confidential Information. Recipient will not directly or indirectly disclose Confidential Information or any part thereof to any third party without Disclosing Party's advance express written authorization to do so. Recipient may disclose Confidential Information only to its employees or agents under its control and direction in the normal course of its business and only on a need -to -know basis. In responding to a request for Confidential Information, Recipient will cooperate with Disclosing Party, in a timely fashion and in a manner not inconsistent with applicable laws, to protect the Confidential Information to the fullest extent possible. 22. ACCELA WILL, AT ALL TIMES DURING THE AGREEMENT, MAINTAIN APPROPRIATE INSURANCE COVERAGE. TO THE EXTENT NOT OFFSET BY ITS INSURANCE COVERAGE AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAWS, IN NO EVENT WILL ACCELA'S CUMULATIVE LIABILITY FOR ANY GENERAL, INCIDENTAL, SPECIAL, COMPENSATORY, OR PUNITIVE DAMAGES WHATSOEVER SUFFERED BY CUSTOMER OR ANY OTHER PERSON OR ENTITY EXCEED THE FEES PAID TO ACCELA BY CUSTOMER DURING THE TWELVE (12) CALENDAR MONTHS IMMEDIATELY PRECEDING THE CIRCUMSTANCES WHICH GIVE RISE TO SUCH CLAIM(S) OF LIABILITY, EVEN IF ACCELA OR ITS AGENTS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 23. If Accela is delayed in its performance of any obligation hereunder due to causes or effects beyond its control, Accela will give timely notice to Customer of such circumstances and will act in good faith to resume performance as soon as practicable. 24. Accela may assign its rights and obligations hereunder for purposes of financing or pursuant to corporate transactions involving the sale of all or substantially all of its stock or assets. 25. The Parties expressly disclaim any alternate terms and conditions accompanying drafts and /or purchase orders issued by Customer. 26. Section 5 will survive the End of Term for so long as is required to complete collection of unpaid amounts. The limitations and waivers described in Sections 8, 19, 22, and 27 will survive the End of Term. Section 12 will survive the End of Term. Section 16 will survive the End of Term for a period of thirty (30) calendar days or for so long as is required for Accela to complete its response to a Customer request made during said thirty -days period. Section 21 will survive the End of Term for a period of two (2) years. With the exceptions of the foregoing surviving sections, the remainder of these Terms will terminate at the End of Term. 27. If any particular provision of these Terms is determined to be invalid or unenforceable, that determination will not affect the other provisions, which will be construed in all respects as if the invalid or unenforceable provision were omitted. No extension, modification, or amendment of these Terms will be effective unless it is described in writing and signed by the Parties. Accela Subscription Terms and Conditions (Version 0114a) Page 4 of 4 Accela Better government through civic engagement Bill To: City of Newport Beach, CDD 100 Civic Center Drive P.O. Box 1768 Newport Beach, CA 92658 -8915 Terns & Conditions Payment Tenn: Net 30 PO Required: PO Number: Billing Method: Attn: Dan Campagnolo SOF Number: 0 -01770 Date: Customer. Newport Beach, CA Subscription Agreement: 0114a Proposed By: David Avila Ship To: City of Newport Beach, CDD 100 Civic Center Drive P.O. Box 1768 Newport Beach, CA 92658 -8915 Billing: Service Start Date: Service End Date: Date of Annual Terms: Other Terms & Conditions Agency will be responsible for payment or reimbursement to Accela, Inc. of any and all federal, state, provincial and local taxes and duties that are applicable, except those based on Accela's net income. If the Agency requires additional on -site assistance, a separate estimate and Statement of Work will be provided. Annual Subscription fees do not include hardware or equipment. Please contact your selected hardware vendor for additional hardware or software costs. Alternative Terms Disclaimed The parties expressly disclaim any alternative terms and conditions accompanying drafts and/or purchase orders issued by Customer. Subscription PART# � ,: , ,. DESCRIPTION '. .. QTY - ,.,UNITPRICE 'l,',EXTENDED '" a;�;NETPRICE SS90AAASSAS0001 Accela Automation - Subscription User 10 USD 1,188.0000 USD 11,880.00 USD 11,880.00 SS10AACAPOP000I Accela Citizen Access - Subscription Population 85,186 USD 0.0300 USD 2,555.58 USD 2,555.58 SSIOAAMOSAS0002 Accela Mobile Add On - Subscription User 5 USD 588.0000 USD 2,940.00 USD 2,940.00 Subtotal 'USD 17,375.58 Customer Print Name Fax: Attn. of Contracts Administration at (925) 407 -2722. Email: contmctsadmin @acmia.com Mail To: Accela, Inc. 2633 Camino Ramon, Suite 500, Bishop Ranch 3, San Ramon, CA 94583 Accela, Inc. Print Subscription TOTAL: I USD 17,375.581' THANKYOUFOR YOUR BUSINESS! .. Exhibit B Insurance Requirements follows this page. Services Agreement (SA), Version 03172011 Page 7 of 8 EXHIBIT B INSURANCE REQUIREMENTS — PROFESSIONAL SERVICES 1. Provision of Insurance. Without limiting Accela's indemnification of City, and prior to commencement of Work, Accela shall obtain, provide and maintain at its own expense during the term of this Agreement, policies of insurance of the type and amounts described below and in a form satisfactory to City. Accela agrees to provide insurance in substantial accordance with requirements set forth herein. 2. Acceptable Insurers. All insurance policies shall be issued by an insurance company currently authorized by the Insurance Commissioner to transact business of insurance in the State of California, with an assigned policyholders' Rating of A- (or higher) and Financial Size Category Class VII (or larger) in accordance with the latest edition of Best's Key Rating Guide, unless otherwise approved by the City's Risk Manager. 3. Coverage Requirements. A. Workers' Compensation Insurance. Accela shall maintain Workers' Compensation Insurance, statutory limits, and Employer's Liability Insurance with limits of at least one million dollars ($1,000,000) each accident for bodily injury by accident and each employee for bodily injury by disease in accordance with the laws of the State of California, Section 3700 of the Labor Code. Accela shall submit to City, along with the certificate of insurance, a Waiver of Subrogation endorsement in favor of City, its officers, agents, employees and volunteers. B. General Liability Insurance. Accela shall maintain commercial general liability insurance, and if necessary umbrella liability insurance, with coverage at least as broad as provided by Insurance Services Office form CG 00 01, in an amount not less than one million dollars ($1,000,000) per occurrence, one million dollars ($1,000,000) general aggregate. The policy shall cover liability arising from premises, operations, personal and advertising injury, and liability assumed under an insured contract (including the tort liability of another assumed in a business contract) with no endorsement or modification limiting the scope of coverage for liability assumed under a contract. C. Automobile Liability Insurance. Accela shall maintain automobile insurance at least as broad as Insurance Services Office form CA 00 01 covering bodily injury and property damage for all activities of Accela arising out of or in connection with Work to be performed under this Agreement, including coverage for any owned, hired, non -owned or rented vehicles, in an amount not less than one million dollars ($1,000,000) combined single limit each accident. Accela, Inc. Page B -1 D. Professional Liability (Errors & Omissions) Insurance. Accela shall maintain professional liability insurance that covers the Services to be performed in connection with this Agreement, in the minimum amount of one million dollars ($1,000,000) per claim and in the aggregate. Any policy inception date, continuity date, or retroactive date must be before the Effective Date of this Agreement and Accela agrees to maintain continuous coverage through a period no less than three years after completion of the Services required by this Agreement. 4. Other Insurance Requirements. The policies are to contain, or be endorsed to contain, the following provisions: A. Waiver of Subrogation. All insurance coverage maintained or procured pursuant to this Agreement shall be endorsed to waive subrogation against City, its elected or appointed officers, agents, officials, employees and volunteers or shall specifically allow Accela or others providing insurance evidence in compliance with these requirements to waive their right of recovery prior to a loss. Accela hereby waives its own right of recovery against City, and shall require similar written express waivers from each of its subconsultants. B. Additional Insured Status. All liability policies including general liability, excess liability, pollution liability, and automobile liability, if required, but not including professional liability, shall provide or be endorsed to provide that City and its officers, officials, employees, and agents shall be included as additional insureds under such policies. C. Primary and Non Contributory. All liability coverage shall apply on a primary basis and shall not require contribution from any insurance or self - insurance maintained by City. D. Notice of Cancellation. All policies shall provide City with thirty (30) calendar days notice of cancellation (except for nonpayment for which ten (10) calendar days notice is required) or nonrenewal of coverage for each required coverage. 5. Additional Agreements Between the Parties. The parties hereby agree to the following: A. Evidence of Insurance. Accela shall provide certificates of insurance to City as evidence of the insurance coverage required herein, along with a waiver of subrogation endorsement for workers' compensation and other endorsements as specified herein for each coverage. Insurance certificates and endorsement must be approved by City's Risk Manager prior to commencement of performance. Current certification of insurance shall be kept on file with City at all times during the term of this Agreement. City reserves the right to require complete, certified copies of all required insurance policies, at any time. Accela, Inc. Page B -2 B. City's Right to Revise Requirements. City reserves the right at any time during the term of the Agreement to change the amounts and types of insurance required by giving Accela sixty (60) calendar days advance written notice of such change. If such change results in substantial additional cost to Accela, City and Accela may renegotiate Accela's compensation and failing an agreement to compensate Accela for the additional cost, Accela may terminate the Agreement without penalty, cancellation or transition fee of any kind. C. Enforcement of Agreement Provisions. Accela acknowledges and agrees that any actual or alleged failure on the part of City to inform Accela of non - compliance with any requirement imposes no additional obligations on City nor does it waive any rights hereunder. D. Requirements not Limiting. Requirements of specific coverage features or limits contained in this Section are not intended as a limitation on coverage, limits or other requirements, or a waiver of any coverage normally provided by any insurance. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue and is not intended by any party or insured to be all inclusive, or to the exclusion of other coverage, or a waiver of any type. E. City Remedies for Non - Compliance. If Accela or any subconsultant fails to provide and maintain insurance as required herein, then City shall have the right but not the obligation, to terminate this Agreement, or to suspend Accela's right to proceed until proper evidence of insurance is provided. F. Timely Notice of Claims. Accela shall give City prompt and timely notice of claims made or suits instituted that arise out of or result from Accela's performance under this Contract, and that involve or may involve coverage under any of the required liability policies. City assumes no obligation or liability by such notice, but has the right (but not the duty) to monitor the handling of any such claim or claims if they are likely to involve City. G. Consultant's Insurance. Accela shall also procure and maintain, at its own cost and expense, any additional kinds of insurance, which in its own judgment may be necessary for its proper protection and prosecution of the Work. Accela, Inc. Page B -3 Exhibit C Additional Provisions follow this page. Services Agreement (SA), Version 03172011 Page 8 of 8 ADDITIONAL PROVISIONS TO ADD TO ACCELA SERVICES AGREEMENT 1. TIME OF PERFORMANCE 1.1 Time is of the essence in the performance of Services under this Agreement and Accela shall perform the Services in accordance with the schedule included in Exhibit A and the Letter Proposal. In the absence of a specific schedule, the Services shall be performed to completion in a diligent and timely manner. The failure by Accela to strictly adhere to the schedule set forth in Exhibit A and the Letter Proposal, if any, or perform the Services in a diligent and timely manner may result in termination of this Agreement by City, pursuant to the termination provisions of this Agreement. 1.2 Notwithstanding the foregoing, Accela shall not be responsible for delays due to causes beyond Accela's reasonable control. However, in the case of any such delay in the Services to be provided for the Project, each party hereby agrees to provide notice within two (2) calendar days of knowledge of the occurrence causing the delay to the other party so that delays can be addressed. 1.3 Accela shall submit all requests for extensions of time for performance in writing to the Project Administrator as defined herein not later than ten (10) calendar days after the start of the condition that purportedly causes a delay. The Project Administrator shall review all such requests and will grant reasonable time extensions for unforeseeable delays that are not caused by Accela or agents /subcontractors under Accela's control. 1.4 For all time periods not specifically set forth herein, Accela shall respond in an expedient and appropriate manner under the circumstances, by hand - delivery or mail. 2. INDEPENDENT CONTRACTOR It is understood that City retains Accela on an independent contractor basis and Accela is not an agent or employee of City. The manner and means of conducting the Work are under the control of Accela, except to the extent they are limited by statute, rule or regulation and the expressed terms of this Agreement. No civil service status or other right of employment shall accrue to Accela or its employees. Nothing in this Agreement shall be deemed to constitute approval for Accela or any of Accela's employees or agents, to be the agents or employees of City. Accela shall have the responsibility for and control over the means of performing the Work, provided that Accela is in compliance with the terms of this Agreement. Anything in this Agreement that may appear to give City the right to direct Accela as to the details of the performance of the Work or to exercise a measure of control over Accela shall mean only that Accela shall follow the desires of City with respect to the results of the Services. 3. CONFLICTS OF INTEREST 3.1 Accela or its employees may be subject to the provisions of the California Political Reform Act of 1974 (the "Act "), which (1) requires such persons to disclose any financial interest that may foreseeably be materially affected by the Work performed under this Agreement, and (2) prohibits such persons from making, or participating in making, decisions that will foreseeably financially affect such interest. 3.2 If subject to the Act, Accela shall conform to all requirements of the Act. Failure to do so constitutes a material breach and is grounds for immediate termination of this Agreement by City. Accela shall indemnify and hold harmless City for any and all claims for damages resulting from Accela's violation of this Section. 4. CLAIMS Unless a shorter time is specified elsewhere in this Agreement, before making its final request for payment under this Agreement, Accela shall submit to City, in writing, all claims for compensation under or arising out of this Agreement. Accela's acceptance of the final payment shall constitute a waiver of all claims for compensation under or arising out of this Agreement except those previously made in writing and identified by Accela in writing as unsettled at the time of its final request for payment. Accela and City expressly agree that in addition to any claims filing requirements set forth in the Agreement, Accela shall be required to file any claim Accela may have against City in strict conformance with the Government Claims Act (Government Code sections 900 et seq.). 5. STANDARD PROVISIONS 5.1 Recitals. City and Accela acknowledge that the above Recitals are true and correct and are hereby incorporated by reference into this Agreement. 5.2 Integrated Contract. This Agreement represents the full and complete understanding of every kind or nature whatsoever between the parties hereto, and all preliminary negotiations and agreements of whatsoever kind or nature are merged herein. No verbal agreement or implied covenant shall be held to vary the provisions herein. 5.3 Equal Opportunity Employment. Accela represents that it is an equal opportunity employer and it shall not discriminate against any subcontractor, employee or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex, age or any other impermissible basis under law. 5.4 No Attorneys' Fees. In the event of any dispute or legal action arising under this Agreement, the prevailing party shall not be entitled to attorneys' fees. 5.5 Counterparts. This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original and all of which together shall constitute one (1) and the same instrument. Accela, Inc. Page B -2 [SIGNATURES ON NEXT PAGE] Accela, Inc. Page B -3 IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on the dates written below. APPROVED AS TO FORM: CITY AT )17r� 'S OFFICE Date: nn �� `` ``11 in Aaron C. Harp City Attorney ATTEST: / Date: ?/� � By: 0 Lei ani I. Brown City Clerk Cqc/FO RNP CITY OF NEWPORT BEACH, a California municipal corporation Date: LS Xl'N 11 CONSULTANT: ACCELA, INC., a California corporation Date: By: TBV- toav S44te LS' - T-efl-*S-r C-0gl-I s =71" Date: S Av- By: [END OF SIGNATURES] Accela, Inc. Page B-4