HomeMy WebLinkAboutStaff Report 372-10TO: HONORABLE CITY COUNCIL
FROM: CITY MANAGER
DATE: OCTOBER 18,2010
REPORT TYPE: CONSENT
DEPARTMENT:ADMINISTRATlVE
SERVICES
CMR:372:10
SUBJECT: Approval of Three-Year Maintenance Contract with Aeeelll, Inc. in the
Amount of $339,158 for Accela Automation and Aecela Citizen Access for
Web-Based Permits
RECOMMENDATION
Staff recommends that Council approve and authorize the City Manager or his designee to
execute the attached contract with Accela, Inc, in the amount of $339,158 (112,386 year 1,
113,386 years 2 & 3) for Accela Automation and Acccia Citizen Access (formally known as,
V c1ocityHall), The contract will provide web-based permitting, maintenance, and support of the.
application,
DISCUSSION
Project Description
The work to be performed by Aecela, Inc, is to provide maintenance and support to the City for
Accela Automation (City aecess) and Accela Citizen Access (public access) which are web
based applications that will allow the City of Palo Alto, contractors, and citizens to apply for,
view, and receive pel'lTlits.
Accela is an important Plllt of its Blueplint Initiative, announced in July 2010, to improve the
Development Center process through teclmology,
This contract is a renewal of the current Accela contract for the permitting activities of Planning,
Building, Building Code Enforcement, Public Works Engineering, Fire (both Fire permits and
inspections, IllId annual permits using the License module), Utilities Engineering (both Water
Gas-Wastewater and Electric). In addition, Accela allows citizens and contractors to apply for,
check the status of, and receive permits via the Internet on a 24-hour, 7 days per week basis,
regardless of the City's normal business hours,
The modules included in this contract Ill'e as follows:
• Planning entitlements
• Building pelmits and inspections
CMR:372:1O Page I of!
• Building Code Enforcement cases
• Fire permits and inspections
• Public Works permits
• Miscellaneous services permits -Utility permits
• Gov-XM1"
• Accela Classic
• Accela V360
• Accela Citizen Access -ACA
• VelocityHall
The annual maintenance fee is $112,386, year 1, and 113,386, years 2 & 3. This fee is to cover
the processing cost of both the City and public sides of the application and also covers the
maintenance of existing modules installed on the application.
Selection Process
The current permit tracking system is provided by Accela, Inc" there are no other vendors
available or licensed to support the existing system. Aecordingly a sole source justification exists
for this contract.
RESOURCE IMPACT
Flmds for this contract are included in the Technology Fund Fiscal Year 2010/11 budget under
Application Maintenance.
POLICY IMPLICATIONS
This recommendation does not represent any change to existing City policies.
ENVIRONMENTAL REVIEW
These services do not constitute a project under the California Environmental Quality Act
(CEQA).
ATTACHMENTS
Attachment A: Contract ~
PREPARED BY, ~.~
KBPAI
Senior Te nolo 1St
DEPARTMENT HEAD APPROVAL:
Director, Administrative Services
~oiIft ." It: /~-
CITY MANAGER APPROVAL:
JAMES
City Manager
CMR:372:1O Page!.f2
CITY OF PALO ALTO CONTRACT NO. Cl1137911
AGREEMENT BETWEEN THE CITY OF PALO ALTO AND
ACCELA, INC.
FOR PROFESSIONAL SERVICES
Thls Agreement is entered into on this 1 ST day of October, 2010, ("Agreement") by and
between the CITY OF PALO ALTO, a California chartered municipal corporation ("CITY"), and
and ACCELA, INC., a California Corporation, located at 2633 Camino Ramon, Suite 120, San
Ramon, CA 94583 (PH)925-659-3200 ("CONSULTANT").
RECITALS
The following recitals are a substantive portion of this Agreement.
A. CITY intends to continue receiving maintenance services for the ACCELA Automation
VelocityHall, now referred to as ACCELA AUTOMATIONTM/AND ACCELA CITIZEN
ACCESSTM, GovXML, IVR, and AA Clasic Web-Based permitting applications, and desires to
engage "CONSULTANT" to provide these maintenance services ("Services").
B. CONSULTANT has represented that it and any subconsultants have the necessary
professional expertise, qualifications, and capability, and all required licenses and/or certifications to
provide the Services.
C. CITY in reliance on these representations desires to engage CONSULTANT to provide the
Services as more fully described in Exhlbit "A", Scope of Services, attached to and made a part of
thls Agreement.
NOW, THEREFORE, in consideration of the recitals, covenants, terms, and conditions, this
Agreement, the parties agree:
AGREEMENT
SECTION 1. SCOPE OF SERVICES. CONSULTANT shall perform the Services described in '
Exhlbit "A" in accordance with the terms and conditions contained in thls Agreement. The
performance of all Services shall be to the reasonable satisfaction of CITY.
SECTION 2. TERM.
The term ofthls Agreement shall be from October 1,2010 through September 30, 2013, unless
terminated earlier pursuant to Section 19 of thls Agreement.
SECTION 3. SCHEDULE OF PERFORMANCE. Time is of the essence in the performance of
Services under this Agreement. CONSULTANT shall complete the Services withln the term of this
Agreement and in accordance with the schedule set forth in Exhlbit "A", attached to and made a part
of thls Agreement. Any Services for which times for performance are not specified in this Agreement
Professional Services
Rev. June 2, 2010
shall be commenced and completed by CONSULTANT in a reasonably prompt and timely manner
based upon the circumstances and direction communicated to the CONSULTANT. CITY's
agreement to extend the term or the schedule for performance shall not preclude recovery of damages
for delay if the extension is required due to the fault of CONSULTANT.
SECTION 4. NOT TO EXCEED COMPENSATION. The compensation to be paid to
CONSULTANT for performance of the Services described in Exhibit "A", including both
payment for professional services and reimbursable expenses, shall not exceed Three Hundred
Thirty Nine Thousand One Hundred Fifty Eight Doliars ($339,158.00), at the rate of $112,386
Dollars for Year I and $113,386.00 Dollars per year for year 2 and year 3, payable in quarterly
increments of $28,346.50 Dollars, not inclusive of applicable sales and use taxes, if any. The
applicable compensation and schedule of payment are set out in Exhibit "B", Compensation. In
the event Additional Services are authorized, the total compensation for services and
reimbursable expenses shall not exceed Three Hundred Thirty Nine Thousand Dollars One
Hundred Fifty Eight dollars($339,158.00).
Additional Services, if any, shall be authorized in accordance with and subject to the provisions of
Exhibit "C", Schedule of Rates. CONSULTANT shall not receive any compensation for Additional
Services performed without the prior written authorization of CITY. Additional Services shall mean
any work that is determined by CITY to be necessary for the proper completion of the Project, but
which is not included within the Scope of Services described in Exhibit "A".
CITY may elect to continue its maintenance coverage for additional annual terms by paying to
CONSULT ANT the fees associated with such terms when these are due. Should CITY fail to renew
its maintenance coverage or pay the applicable fees, CONSULTANT reserves the right to withhold
all support. If CITY resume maintenance coverage after one or more periods without such coverage,
CITY will pay an amount equivalent to one hundred ten percent (110%) of all maintenance fees
attributable to the period(s) without coverage, as such fees are calculated based upon pricing in effect
at the time of resumption of maintenance coverage.
SECTION 5. INVOICES. In order to request payment, CONSULTANT shall submit quarterly
invoices to the CITY due on the payment schedule set forth in Exhibit "B". The information in
CONSULTANT's payment requests shall be subject to verification by CITY. CONSULT ANT shall
send all invoices to the City'S project manager at the address specified in Section 13 below. The
payment terms of all invoices are Net 30 days from the dates of the invoices. CONSULTANT may,
at its sole discretion, suspend its obligations hereunder without penalty until payments for all past
due billings have been paid in full by CITY.
SECTION 6. OUALIFICATIONS/STANDARD OF CARE. All of the Services shall be
performed by CONSULTANT or under CONSULTANT's supervision. CONSULTANT represents
that it possesses the professional and technical personnel necessary to perform the Services required
by this Agreement and that the personnel have sufficient skill and experience to perform the Services
assigned to them. CONSULT ANT represents that it, its employees and subconsultants, if pennitted,
have and shall maintain during the term of this Agreement all licenses, permits, qualifications,
insurance and approvals of whatever nature that are legally required to perform the Services.
Professional Serviees
Rev. June 2, 2010
All of the services to be furnished by CONSULTANT under this agreement shall meet the
professional standard and quality that prevail among professionals in the same discipline and of
similar knowledge and skill engaged in related work throughout California under the same or similar
circumstances.
SECTION 7. COMPLIANCE WITH LAWS. CONSULTANT shall keep itself informed of and
in compliance with all federal, state and local laws, ordinances, regulations, and orders that may
affect in any manner the Project or the performance of the Services or those engaged to perform
Services under this Agreement. CONSULTANT shall procure all permits and licenses, pay all
charges and fees, and give all notices required by law in the performance ofthe Services.
SECTION 8. ERRORS/OMISSIONS. CONSULTANT shall correct, at no cost to CITY, any and
all material errors, omissions, or ambiguities in the work product submitted to CITY, provided CITY
gives notice to CONSULTANT.
SECTION 9. INDEPENDENT CONTRACTOR. It is understood and agreed that in performing
the Services under this Agreement CONSULT ANT, and any person employed by or contracted with
CONSULTANT to furnish labor and/or materials under this Agreement, shall act as and be an
independent contractor and not an agent or employee of the CITY.
SECTION 10. ASSIGNMENT. The parties agree that the expertise and experience of
CONSULTANT are material considerations for this Agreement. CONSULTANT shall not assign or
transfer any interest in this Agreement nor the performance of any of CONSULTANT's obligations
hereunder without the prior written consent of the city manager. Consent to one assignment will not
be deemed to be consent to any subsequent assignment. Any assignment made without the approval
of the city manager will be void. Notwithstanding, CONSULTANT 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.
SECTION 11. SUBCONTRACTING.
CONSULTANT shall not subcontract any portion of the work to be performed under this
Agreement without the prior written authorization ofthe city manager or designee.
CONSULTANT shall be responsible for directing the work of any subconsultants and for any
compensation due to sub consultants. CITY assumes no responsibility whatsoever concerning
compensation. CONSULT ANT shall be fully responsible to CITY for all acts and omissions of a
subconsultant. CONSULTANT shall change or add sub consultants only with the prior approval of
the city manager or his designee.
Professional Services
Rev. June 2,2010
SECTION 12. PROJECT MANAGEMENT. CONSULTANT will assign a designated point
of contact person as the Project Manager to have supervisory responsibility for the performance,
progress, and execution ofthe Services and to represent CONSULTANT during the day-to-day work
on the Project. If circumstances cause the substitution of the project manager, or any other key
personnel for any reason, the appointment of a substitute project manager and the assignment of any
key new or replacement personnel will be subject to the prior written approval of the CITY's project
manager. CONSULTANT, at CITY's request, shall promptly remove personnel who CITY finds do
not perform the Services in an acceptable manner, are uncooperative, or present a threat to the
adequate or timely completion of the Project or a threat to the safety of persons or property.
The City's Project Manager is KB Paige, Administrative Services Department, Information
Technology Division, 250 Hamilton Avenue, Palo Alto, CA 94301, Telephone: 650-329-2384.
The Project Manager will be CONSULTANT's point of contact with respect to performance,
progress and execution of the Services. The CITY may designate an alternate project manager from
time to time.
SECTION 13. DUTIES OF CITY. To assist CONSULTANT in the performance of the
Services, CITY will furnish or cause to be furnished such other available information as maybe
reasonably request by CONSULTANT.
SECTION 14. OWNERSHIP OF MATERIALS. The remedial methods, software updates, and
product information provided to CITY pursuant to this agreement are protected under the laws of the
United States and the individual states and by international treaty provisions. CONSULTANT
retains full ownership in such items and grants to CITY a limited, nonexclusive, nontransferable
license to use the items, subject to the terms and conditions of this agreement and other agreements
between CONSULTANT and CITY.
SECTION 15. AUDITS. CONSULTANT will permit CITY to audit, at any reasonable time during
the term of this Agreement and for three (3) years thereafter, CONSULTANT's records pertaining to
matters covered by this Agreement. CONSULTANT further agrees to maintain and retain such
records for at least three (3) years after the expiration or earlier termination of this Agreement.
SECTION 16. INDEMNITY.
16.1. To the fullest extent pelmitted by law, CONSULTANT shall
Professional Serviees
Rev. June 2, 2010
protect, indemnify, defend and hold harmless CITY, its Council members, officers, employees and
agents (cach an "Indemnified Party") from and against any and all demands, claims, or liability of
any nature, including death or injury to any person, property damage or any other loss, including all
costs and expenses of whatever nature including attorneys fees, experts fees, court costs and
disbursements ("Claims") resulting from, arising out of or in any manner related to performance or
nonperformance by CONSULTANT, its officers, employecs, agents or contractors under this
Agreement, regardless of whether or not it is caused in part by an Indemnified Party.
16.2. Notwithstanding the above, nothing in this Seetion 16 shall be construed to
require CONSULTANT to indemnify an Indemnified Party from Claims arising from the active
negligence, sole negligence or willful misconduct of an Indemnified Party.
16.3. The acceptance of CONSULTANT's services and duties by CITY shall not
operate as a waiver of the right of indemnification. The provisions of this Section 16 shall survive
the expiration or early termination of this Agreement.
SECTION 17 . WAIVERS. The waiver by either party of any breach or vio lation of any covenant,
term, condition or provision of this Agreement, or of the provisions of any ordinance or law, will not
be deemed to be a waiver of any other term, covenant, condition, provisions, ordinance or law, or of
any subsequent breach or violation of the same or of any other term, covenant, condition, provision,
ordinance or law.
SECTION 18. INSURANCE.
18.1. CONSULTANT, at its sale cost and expense, shall obtain and maintain, in full
force and effect during the term ofthis Agreement, the insurance coverage described in Exhibit "D",
Insurance Requirements. CONSULTANT and its contractors, if any, shall obtain a policy
endorsement narhing CITY as an additional insured under any general liability policy or policies.
18.2. All insurance coverage required hereunder shall be provided through carriers
with AM Best's Key Rating Guide ratings of A-: VII or higher which are licensed or authorized to
transact insurance business in the State of California. Any and all contractors of CONSULTANT
retained to perform Services under this Agreement will obtain and maintain, in full force and effect
during the term of this Agreement, identical insurance coverage, naming CITY as an additional
insured under such policies as required above.
18.3. Certificates evidencing such insurance shall be filed with CITY concurrently
',;vith the execution of this Agreement. The certificates will be subjeetto the approval ofCITY'g Risk
Manager and will contain an endorsement stating that the insurance is primary coverage and will not
be canceled, or materially redueed in eoverage or limits, by the insurer except after filing with the
Purchasing Manager thirty (30) days' prior written notice of the cancellation or modification, with ten
(10) days' notice for non-payment of premium, CONSULT ANT shall be responsible for ensuring
that current certificates evideneing the insurance are provided to CITY's Purchasing Manager during
the entire term of this Agreement.
18.4. The procuring of such required policy or policies of insurance will not he
construed to limit CONSULTANT's liability hereunder nor to fulfill the indemnification provisions
of this Agreement. Notwithstanding the policy or policies of insurance, CONSULTANT will be
obligated for the full and total amount of any damage, injury, or loss caused by or directly arising as
a result of the Services performed under this Agreement, including such damage, injury, or loss
arising after the Agreement is terminated or the term has expired.
SECTION 19. TERMINATION OR SUSPENSION OF AGREEMENT OR SERVICES.
19.1. The City Manager may suspend the performance ofthe Services, in whole or
in part, or terminate this Agreement, with or without cause, by giving thirty (30) days prior written
notice thereof to CONSULTANT. Upon receipt of such notice, CONSULT ANT will immediately
discontinue its performance of the Services.
19.2. CONSULTANT may terminate this Agreement or suspend its performance of
the Services by giving thirty (30) days prior written notice thereof to CITY, but only in the event of a
substantial failure of performance by CITY.
19 .3. Upon such suspension or tennination, all rights granted to CITY are cancelled
and revert to CONSULTANT.
19.4. No payment, partial payment, acceptance, or partial acceptance by CITY
will operate as a waiver on the part of CITY of any of its rights under this Agreement.
19.5 Severability and Amendment If any particular provision of this MA is
determined to be invalid or unenforceable, that determination will not affect the other provisions of
this MA, which will be construed in all respects as if the invalid or unenforceable provision were
omitted. No extension, modification, or amendment of this MA will be effective unless it is
described in writing and signed by the Parties.
SECTION 20. NOTICES.
All notices hereunder will be given in writing and mailed, postage prepaid, by
certified mail, addressed as follows:
To CITY: Office of the City Clerk
City of Palo Alto
Post Office Box 10250
Palo Alto, CA 94303
With a copy to the Purchasing Manager
To CONSULTANT: Attention of the Contracts Administrator
at the address of CONSULTANT recited above
SECTION 21. CONFLICT OF INTEREST.
21.1, In accepting this Agreement, CONSULTANT covenants thatit presently has
no interest, and will not acquire any interest, direct or indirect, financial or otherwise, which would
conflict in any manner or degree with the performance of the Services.
21.2. CONSULTANT further covenants that, in the performance of this Agreement,
it will not employ subconsultants, contractors or persons having such an interest. CONSULTANT
certifies that no person who has or will have any financial interest under this Agreement is an officcr
or employee of CITY; this provision will be interpreted in accordance with the applicable provisions
of the Palo Alto Municipal Code and the Government Code of the State ofCaliforuia.
21.3. If the Project Manager determines that CONSULTANT is a "Consultant" as
that term is defined by the Regulations ofthe Fair Political Practices Commission, CONSULTANT
shall be required and agrees to file the appropriate financial disclosUre documents required by the
Palo Alto Muuicipal Code and the Political Reform Act.
SECTION 22. NONDISCRIMINATION. As set forth in Palo Alto Municipal Code section
2.30.510, CONSULTANT certifies that in the performance of this Agreement, it shall not
discriminate in the employment of any person because of the race, skin color, gender, age, religion,
disability, national origin, ancestry, sexual orientation, housing status, marital status, familial status,
weight or height of such person, CONSULTANT acknowledges that it has read and understands the
provisions of Section 2.30.510 of the Palo Alto Municipal Code relating to Nondiscrimination
Requirements and the penalties for violation thereof, and agrees to meet all requirements of Section
2,30,510 pertaining to nondiscrimination in employment.
SECTION 23. ENVIRONMENTALLY PREFERRED PURCHASING AND ZERO WASTE
REQUIREMENTS. CONSULTANT shall comply with the City's Environmentally Preferred
Purchasing policies which are available at the City's Purchasing Department, incorporated by
reference and may be amended from time to time. CONSULTANT shall comply with waste
reduction, reuse, recycling and disposal requirements of the City'S Zero Waste Program. Zero Waste
best practices include first minimizing and reducing waste; second, reusing waste and third, recycling
or composting waste. In particular, Consultant shall comply with the following zero waste
requirements:
• All printed materials provided by Consultant to City generated from a personal
computer and printer including but not limited to, proposals, quotes, invoices,
reports, andpubJic education materials, shall be double-sided and printed on a
minirmun of30% or greater post-consumer content paper, unless otherwise appmved
by the City's Project Manager. Any submitted materials printed by a professional
printing company shall be a minimum of30% or greater post-consmnermaterial and
printed with vegetable based inks,
• Goods purchased by Consultant on behalf of the City shall be purchased in
accordance with the City's Environmental.Purchasing Policy including but not
limited to Extended Producer Responsibility requirements for products and
packaging, A copy of this policy is on file at the Purchasing Office.
• Reusable/returnable pallets shall be taken back by the Consultant, at no additional
cost to the City, for reuse or recycling. Consultant shall provide documentation from
the facility accepting the pallets to verify that pallets are not being disposed.
SECTION 24. NON.APPROPRIATION
24.1. This Agreement is subject to the fiscal provisions of the Charter of the City of
Palo Alto and the Palo Alto Municipal Code. This Agreement will terminate without any penalty (a)
at the end of any fiscal year in the event that funds are not appropriated for the following fiscal year,
or (b) at any time within a fiscal year in the event that funds are only appropriated for a portion ofthe
fiscal year and funds for this Agreement are no longer available. This section shall take precedence
in the event of a conflict with any other covenant, term, condition, or provision of this Agreement.
SECTION 25. MISCELLANEOUS PROVISIONS.
25.1. This Agreement will be governed by the laws of the State of California.
25.2. In the event that an action is brought, the parties agree that trial of such action
will be vested exclusively in the state courts of California in the County of Santa Clara, State of
California.
25.3. The prevailing party in any action brought to enforce the provisions of this
Agreement may recover its reasonable costs and attorneys' fees expended in connection with that
action. The prevailing party shall be entitled to recover an amount equal to the fair market value of
legal services provided by attorneys employed by it as well as any attorneys' fees paid to third
parties.
25.4. This document represents the entire and integrated agreement between the
parties and supersedes all prior negotiations, representations, and contracts, either written or oral.
This'document may be amended only by a written instrunient, which is signed by the parties.
25.5. The covenants, terms, conditions and provisions ofthis Agreement will apply
to, and will bind, the heirs, successors, executors, administrators, assignees, and consultants of the
parties.
25.6. If a court of competent jurisdiction finds or rules that any provision of this
Agreement or any amendment thereto is void or unenforceable, the unaffected provisions of this
Agreement and any amendments thereto will remain in full force and effect.
25.7. All exhibits referred to in this Agreement and any addenda, appendices,
attachments, and schedules to this Agreement which, from time to time, may be referred to in any
du1y executed amendment hereto are by such reference incorporated in this Agreement and will be
deemed to be a part of this Agreement.
25.8 If, pursuant to this contract with CONSULTANT, City shares with
CONSULTANT personal information as defmed in California Civil Code section 1798.81.5(d) about
a California resident ("Personal Information"), CONSULTANT shall maintain reasonable and
appropriate security procedures to protect that Personal Information, and shall inform City
immediately upon learning that there has been a breach in tbe secnrity ortbe system or in tbe security
ofthc Personal Information. CONSULTANT shall not nse Personal Information for direct marketing
purposes without City's express written consent.
25.9 All unchecked boxes do 110t apply to this agrccment.
25.10 Thc individl1als execllting this Agreement represent and wammt that they have
the legal capacity and authority to do so on behalf of their respective legal entities.
IN WITNESS WHEREOF, the parties hereto have by their duly authorized
repl'esentatives executed this Agreement on the date fil'st above, written.
CITY OF PALO ALTO
Manager (Required on contracts over
$85,000)
Purchasing Manager (Required on contracts
over $25,000)
Contraets Administrator (Required on
contracts under $25,000)
APPROVED AS TO FORM:
Seniol' Ass!, City AttorneY ,
(Required on Contracts over $25,000)
Attachments:
EXHIBIT "A": SCOPE OF WORK
ACCELA, INC.
By:U'0 .~
Name: (.clAN ,t" <;4t'1WI?1,,f
Title:A~s". edt· Sr:z:I!eatMiJ
EXHlBIT "A-I"
EXHIBIT "B":
HOSTED APPLICATIONS
COMPENSATION
EXHIBIT "C"
EXHIBIT "D":
SCHEDULE OF RATES
INSURANCE REQUIREMENTS
EXHIBIT "A"
SCOPE OF SERVICES
SCOPE OF SERVICE FOR HOSTING AND MAINTENANCE SERVICES
1 Background This Scope of Services defines the details of the Hosting and Maintenance services
("MA") Scope and is intended for the excusive benefit of the Parties; nothing herein will be construed to
create any benefits, rights, or responsibilities in any other parties.
2 Scope of Maintenance
2.1 Maintenance Services
2.1.1 Telephone SUDDort Accela will provide CITY with a telephone number to contact the
Customer Resource Center (CRC), Accela's live technical support facility, which is
available from 4:00 a.m. until 6:00 p.m. Pacific time Monday through Friday, excluding
Accela's observed holidays, which include: New Year's Day, Martin Luther King Day,
Ih
Presidents Day, Memorial Day, 4 of July, Labor Day, Veterans Day, Thanksgiving Day
and the Friday after, Y, day on Christmas Eve, Christmas, and Y, day on New Year's Eve.
The CRC shall provide CITY with maintenance and technical support.
2.1.2 E-Mail Support Accela will provide CITY with one or more electronic mail addresses to
which CITY may submit routine or non-critical support requests, which Accela will
address during its regular business hours.
2.1.3 Online Support Accela will provide CITY with access to archived software updates and
other technical information in Accela's online support databases, which are continuously
available.
. 2.1.4 Remote'Support When required to properly resolve a maintenance request, Accela will
provide remote assistance to CITY via the WebExTM Meeting CenterTM environment or
another mutually-acceptable remote communications method.
2.1.5 On-Site Support If CITY does not wish for Accela to resolve its maintenance requests
remotely, Accela will provide on-site assistance to CITY at Accela's then-current time
and materials rates. In addition to these charges, CITY will compensate Accela for
associated airfare, lodging, rental transportation, meals, and other incidental expenses
as such expenses accrue.
2.1.6 Software Updates Accela will provide revisions of and enhancements to maintained
software products to CITY as such updates are generally-released by Accela. Software
updates will be delivered or made available to CITY for electronic download from
Accela's File Transfer Protocol ("FTP") site.
2.2 Maintenance Limitations
2.2.1 Additional Maintenance Services (Optional) The following are not covered by this MA, but
may be separately available at rates and on terms which may vary from those described
herein and may be added to this Agreement with a mutually agreed upon amendment:
a) Services required due to misuse of the Accela-maintained software
products;
b) Services required due to software corrections, customizations, or
modifications not developed or authorized by Accela;
c) Services required by CITY to be performed by Accela outside of Accela's
usual working hours as referenced in Section 2.1.1 above;
d) Services required due to external factors including, but not necessarily limited
to, CITY's use of software or hardware not authorized by Accela;
e) Services which relate to tasks other than maintenance of CITY's existing
implementation and configuration of the Accela-maintained software products
including, but not necessarily limited to, enhancing or adapting such products for
specific operating environments;
f) Services requested by CITY to implement software updates provided by Accela
pursuant to this MA;
g) New or additional applications, modules or functionality to support or enhance
the Accela-maintained software products; and
h) Services required to resolve or work-around conditions which cannot be
reproduced in Accela's support environment.
2.2.2 Legacy Releases Accela will provide maintenance support for the current release of
each of its maintained software applications and for the release immediately
preceding such current release. All other releases are deemed to be "Legacy
Releases". Accela will respond to maintenance requests concerning Legacy
Releases only using currently-available information. Services requiring additional
research, engineering-level support, or coding or programming by Accela will not be
provided pursuant to this MA, but may be separately available at rates and on terms
which may vary from those described herein.
)
2.3 Security Accela will provide physical security for the equipment utilized by the CITY for the purposes
of this Agreement and will provide network security.
2.4 Warranty Accela will commence and complete the maintenance obligations described in this MA in a
good and workmanlike manner, consistent with the praclices aod standards of care generally-accepted._
within and expected of Accela's industry, to ensure that the operation of the maintained software products
does not materially differ from documented specifications. Accela may make repeated efforts within a
reasonable time period to resolve maintenance requests. When a maintenance request cannot be
resolved, City's exclusive remedy will be damages in an amount equal to the total of maintenance fees paid
to Accela for the defective or non-conforming software products for the twelve (12) calendar months
immediately preceding City's maintenance request.
Accela provides no warranty whatsoever for any third-party hardware or software products. Third-party
applications which utilize or rely upon the Application Services may be adversely affected by remedial
or other actions performed pursuant to this MA; Accela bears no liability for and has no obligation to
remedy such effects. Except as set forth herein, Accela provides all Maintenance 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 CITY or
any other person or entity exceed the fees paid to Accela by CITY 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.
3. Hosting Services Accela will provide the following hosting services for the maintained software products
listed in Exhibit A-1 ("Hosted Applications"):
3.1 System Administration and Security The Hosted Applications 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 CITY's data and operations, if necessary, following
unanticipated interruptions of the Hosted Applications. Aceela will implement suitable network
security measures to minimize the likelihood of unanticipated interruptions of the Hosted
Applications.
3.2 Infrastructure Availability Aceela will provide CITY with no less than twenty-four (24) hours' notice
prior to Hosted Applications unavailability due to planned maintenance and will provide five (5)
business days' notice prior to any planned network, server hardware, operating environment,
or database modifications of a material nature. Excluding the foregoing planned events,
Accela warrants that the Hosted Applications will be generally-available no less than ninety
eight percent (98%) of each calendar day. For each calendar day during which the availability
of the Hosted Applications does not achieve the established standard, Accela will credit two
hundred dollars ($200.00) to CITY's aceount as liquidated damages, provided that the
substandard availability is identified by CITY in writing or by e-mail to Acceta 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 CITY.
3.3 CITY Property CITY warrants that that it exclusively owns its data and that it has both the right
and the authority to provide such data to Aceela. CITY retains full ownership of its data and
grants to Accela a limited, nonexclusive, nontransferable license to use said data only Ie
perform Accela's obligations in aceordance with the terms and conditions of this Service
Agree Agreement Within thirty (30) calendar days following termination or expiration of this
Service Agreement, CITY may request that Aceela provide a complete copy of CITY's data,
as sueh may be updated or modified by CITY's use of the Hosted Applications, to CITY In a
_ ... ""'. ,machioE'··readable formal. Accela will comply in a timely mannerwith such,request,.provided
that CITY a) pays all costs of and aSSOCiated with such copying, as calculated at Accela's
then-current tlme-and"materials rates; and b) pays all unpaid amounts due to Aceela.
4. Other Terms and Conditions
4.1 CITY Obligations As required, CITY will provide Aceela with appropriate access to CITY's
facilities, data systems and other resources. If Security restrictions impair such access, CITY
acknowledges that some maintenance services hereunder may not be provided to CITY. It is
CITY's sale responsibility to maintain current backup copies of its data and of its
implementation of Aceela's software products. If CITY's failure to create proper backups
substantially increases the difficulties of any remedial actions by Accela hereunder, Accela
reserves the right to charge CITY for any extra work reasonably attributable to such increased
difficulty, as calculated at Accela's then-current time-and-materials rates.
EXHIBIT A·1
HOSTED APPLICATIONS
(Modules City is Currently Licensed)
Accela AutomationIV elocity Hall Modules
AA Classic:
Building Inspection
Planning Entitlements
Code Enforcement
Fire Permits
Public Works
Business License
Accela Citizen Access
GovXML
Selectron IVR
Automation,
Third-Term Annual
EXHIBITB
COMPENSATION
1. 1 Includes: AA Classic (Building Iuspection, Planning Entitlements, Code
Enforcement, Public Works, Fire Permits, Business License), Accela Citizen Access.
2 Includes: AA Classic (Building Inspection, Planning Entitlements, Code Euforcement,
Public Works, Fire Permits, Business License), Accela Citizen Access, GovXML.
3 Total of Fees does not include applicable sales and use taxes, if any.
4 Represents one-time pro-rated fee to co-term Gov XML payment to other modules. This
agreement and payment supercedes the Software Maintenance Agreement No. S08126531
dated July 1, 2008, between the parties.
EXHIBIT "D"
INSURANCE REQUIREMENTS
CONTRACTORS TO TIlB CITY OF PALO ALTO (CITY). ATTHElRSOLBEXPENSB,SHALlFORTHETERMOFTHEQ)NTRA CTOBTAIN
AND MAlNTAlN INSURANCE INTHEAMDUNTS FOR THECOVERAGESPEClFlED llEWW.AFFORDED BY COMPANIES WlTIlAM
BEST'S KEY RATING OF A-:VlI, OR HIGHER, UC~'NSED OR AUTIlORIZED TO TRANSACT INSURANCE BUSINESS IN TIlE
STATE OF CAUFORNIA,
AWARD IS CONTINGENT ON COMPUANCE WITH CITY'S INSURANCE REOUIREMENTS, AS SPECIFIED, BELOW:
MINIMUM LIMITS
REQUIRED TYFE or COVERAGE HEQUJREMENT
EACH
YES
: YES
I YES
i
YES
NO
YES
-
OCCURRENCE AGGREGATE
WORKER'S COMPENSA TlON STATUTORY
EMPLOYER'S LIABILITY STATUTORY
BODILY INJURY $1.000,000 $1,000.0<10
GENERAL LIABIUTY, INCLUDING
PERSONAL INJURY. BROAD FORM PROPERTY DAMAGE $1.000,000 $1,000,000
PROPERTY DAMAGE BLANKET
CONTRACTUAL, AND FIRE LEGAL BODILY INJURY & PROPERTY DAMAGE $1.000,000 $1,000,000
LIABILITY COMBINED.
BODILY INJURY $1,000,000 $1,000.000 . EACH PERSON $1.000,000 $1,000,000 . EACH OCCURRENCE $1.000.000 $1,000.000
AUTOMOBILE UABILITY, INCLUDING
ALL HIRED, NON-OWNED PROPERTY DAMAGE $1.000,000 $1,000,000
BODILY INJURY AND PROPERTY $1.000,000 $1,000.000
....... __ ._._._._-----j)AMAGE. CQMBINED
PROFESSIONAL UABILITY,INCLUDlNG,
ERRORS AND OMISSIONS.
MALPRACflCE (WHEN APPLICABLE).
AND NEGLIGENT PERFORMANCE ALL DAMAGES $l,QiliJ,QOO
TIlE CITY OF I' ALO ALTO IS TO BE NAMED AS AN ADDITIONAL INSURED: CONTRACroR. AT ITS SOLE COST AND EXPENSB,
SHALLOBTAlN AND MAlNTAlN, IN FULLFORCEAND EFFECT UffiOUGHOUTTllE ENTIRE TERM OF ANY RESULTANT AGREEMENT,
nlE INSURANCE COVERAGEHERElN DESCRlBED. INSURING NOT ONLY CONTRACI'ORAND ITS SUBCONSULTANTS. IF ANY, BUT
ALSO. WITH THE EXCEl'flON OF WORKERS' COMPENSAnON. AUTOMOBILE. EMPLOYER'S LIABILITY AND PROFESSIONAL
INSURANCF~ NAMING AS ADDITIONAL INSUREDS CITY. ITS COUNCIL MEMBERs. OFIIICERS;AGENIS, ANDEMPWYEES,
L INSURANCE COVERAGE MUST INCLUDE:
A. A PROVISION FOR A WRlITEN lHIRTY DAY ADVANCE NOTICE TO crrv OF CHANGE IN
COVERAGE OR OF COVERAGE CANCELLATION; AND
B. A CONTRACTUAL LIABILiTY ENDORSEMENT PROVIDING INSURANCE COVERAGE FOR
CONTRACTOR'S AGREEMENT TO INDEMNIFY CITY,
II CONTACTOR MU~'T SUBMIT CERTIFICATES{S) OF INSURANCE EViDENCING REQUIRED COVERAGE.
IlL ENDORSEMENT PROVISIONS, WITH RESPECT TO THE INSURANCE AFFORDED TO "ADDITIONAL
INSUREDS"
A. PRIMARY COVFJtA.GE
WITH RESPECT TO CLAIMS ARISING OUT OF THE OPERATIONS OF THE NAMED INSURED. INSURANCE AS
AFFORDED BY lHIS POLiCY IS PRIMARY AND IS NOT ADDITIONAL TO OR CONTRIBUTING WITH ANY OTHER
INSURANCE CARRIED BY OR FOR THE BENEFIT OF lHE ADDITIONAL INSUREDS.
B. !;;ROSS LIABILITY
THE NAMING OF MORE THAN ONE PERSON. FIRM, OR CORPORATION AS INSUREDS UNDER THE POLICY SHALL
NOT, FOR TIlAT REASON ALONI~ EXTINGUISH ANY RlGHTS OF THE INSURFJ) AGAINST ANOTHER, BUT THIS
ENDORSEMENT, AND THE NAMING OF MULTIPLE INSUREDS, SHALL NOT INCREASE THE TOTAL LIABILITY OF
THE COMPANY UNDER THIS POLICY.
C. NOTICE OF CANCELLATION
I. IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR ANY REASON OTHER
THAN THE NON·PA YMENT OF PREMIUM, THE ISSUING COMPANY SHALL ENDEAVOR
TO PROVIDE CITY AT LEAST A THIRTY (30) DAY WRlTI'EN NOTICE BEFORE THE
EFFEC11VE DATE OF CANCELLATION.
2. IF THE POLICY IS CANCELED BEFORE rrs EXPIRATION DATE FOR THE NON·PA YMENT
OF PREMIUM, THE ISSUING COMPANY SHALL ENDEAVOR TO PROVIDE CITY AT LEAST
A TEN (10) DAY WRlTl'EN NOTICE BEFORE THE EFFECfIVE DATE OF CANCELLATION.
NOTICES SHALL B~; MAILED TO:
PURCHASING AND CONTRACt ADMINISTRATION
CITY OF PALO ALTO
P.O. BOX 102S0
. PALOALTO,CA 94303