HomeMy WebLinkAboutStaff Report 2307-17597.Approval of a SaaS Agreement C23188925 with Accela for an Amount Not-to-Exceed
$1,143,563 for Online Planning and Building Permitting and Enhanced Reporting System
for a Period of Three-Years and Authorization of a 10% Contract Contingency in an
Amount Not-to-Exceed $114,356; CEQA Status - Not a Project
City Council
Staff Report
From: City Manager
Report Type: CONSENT CALENDAR
Lead Department: IT Department
Meeting Date: October 2, 2023
Report #:2307-1759
TITLE
Approval of a SaaS Agreement C23188925 with Accela for an Amount Not-to-Exceed
$1,143,563 for Online Planning and Building Permitting and Enhanced Reporting System for a
Period of Three-Years and Authorization of a 10% Contract Contingency in an Amount Not-to-
Exceed $114,356; CEQA Status - Not a Project
RECOMMENDATION
Staff recommend the Council:
1) Approve and authorize the City Manager or designee to execute the attached SaaS
contract with Accela, Contract No. C23188925, in the amount not to exceed $1,143,563
for the Licensing, Maintenance and Support of the City’s Permitting system; and
2) Authorize the City Manager or their designee to approve a contract contingency for
unforeseen licensing or additional services that might develop during the contract
period, the total value of which shall not exceed $114,356.
BACKGROUND
The City of Palo Alto currently has a contract with Accela, Inc. for an online permitting system
which allows the City, contractors, and citizens to apply for and check the status of planning
entitlements and permits, including Building, Fire, Public Works, and Utilities. The system also
allows field inspection staff to provide results of inspections from the work site, and tracks
Code Enforcement cases. The City has been grandfathered into legacy costs for the duration of
the current contract that is expiring on September 30, 2023 (Contract No. C19173550), which
Council approved an exemption to competitive solicitation through that staff report on
10/17/2019.
Within Accela, there are two portals: Accela Citizen Access and Accela Civic Platform. Accela
Citizen Access is the outward-facing portal for citizens and contractors to submit applications,
remit payments, and check the status of all permits online at any time regardless of the City’s
normal business hours. Accela Civic Platform is a staff-facing portal programmed with custom
workflows to process various permit types. Accela is also the data source for the BuildingEye,
allowing the public to easily view online permit applications through an interactive mapping
interface. In addition to the permit process service, staff rely on Accela’s database for record
management and reporting functionalities to optimize internal operations and for data
reporting.
Accela has been the main technology utilized for the City’s permitting process for more than a
decade. Over the years, significant time and City resources have been invested in Accela
software enhancements and training in order to fully utilize the system in the areas of
Building, Code Enforcement, Fire, Planning, Public Works, and Utilities. Additionally, data
capturing and reporting capabilities have also expanded over the years, making historic and
information available to City staff, decision makers, and the community.
The existing Accela, Inc. contract was extended for the five-year period of October 1, 2018 to
September 30, 2023.1 An amendment to the contract was approved on March 21, 2022 to add
Accela Mobile Office and Accela Electronic Reporting Database modules. For the contract
extension, an exemption from competitive solicitation was granted due to staff’s significant
investment in the system; transitioning to a new system at the time was impractical and
disadvantageous.
With the COVID-19 pandemic beginning in 2020, staff quickly directed their attention toward
improvements to provide online permitting services through Accela while City offices were
closed to the public. Staff continued to focus on enhancing the online permitting functionalities
during the years of the pandemic, leaving insufficient resources to address competitive
solicitation. Additionally, the Data and Technology Applications (DATA) team which manages
Accela, encountered impactful staffing changes, resulting in an impractical timeline for
competitive solicitation and a proper transition to new permitting software.
The proposed SaaS contract groups standard functionalities of Accela under one fee whereas
the legacy contract piecemealed the basic functionalities of the software. This new contract
allows more functionalities to be accessible to more users since they will now come as standard
capabilities. It also includes new features such as an Accela and Granicus/Open Cities
integration which could allow a more user-friendly permit application process, offering easy-to-
use web portals and online forms, and an Accela assessment of our existing system to identify
areas for efficiencies.
ANALYSIS
Staff began negotiation of fair rates for the level of services provided on the new SaaS contract
in February 2023 and reached an agreed-upon rate in July 2023. The average per user cost
during the three-year contract is $1,807.43 for 185 users which is approximately 22 percent less
1 Contract C19173550: https://www.cityofpaloalto.org/files/assets/public/agendas-minutes-reports/reports/city-
manager-reports-cmrs/year-archive/2019/id-9489.pdf
than the original quote. Comparatively, based on 2022 figures, neighboring jurisdictions pay
slightly more on a per user basis:
•City of Santa Clara: $2,012.40
•Menlo Park: $2,365.20
•Cupertino: $2,777.00
•County of Santa Clara: $2,883.23
The following services will be provided, and modules supported through this contract:
•Modules
o Building Inspection
o Planning Entitlements
o Code Enforcement
o Fire
o Public Works
o Utilities
•Features
o Accela Citizen Access (Public-Facing)
o GovXML
o Hosting
o Accela Mobile
o Accela GIS
o Free Open Cities and Accela Integration
o Electronic Replicated Database
•Services
o Support and maintenance
o Upgrades
o Free assessment of Accela configurations
Without this contract, crucial functions serving the public from the Planning & Development
Services Department will cease. During the three-year term of this contract, a new competitive
solicitation for permitting software will begin in 2024 to assess options, prepare for data transfer,
and implement a transition plan to ensure there are no disruptions to services. With the City’s
long-term and extensive software development with Accela, transitioning to a new permitting
system will be a monumental effort requiring careful and thorough planning. A rushed
competitive solicitation and transition would cause detrimental interruptions to the public‘s
access to Planning and Building permit processing and approvals. If a new system is chosen, staff
will need sufficient time for execution of a contract, implementation and then testing and
validation.
FISCAL/RESOURCE IMPACT
The FY 2024 Adopted Operating Budget for the Information Technology Department has almost
$0.2 million budgeted for Accela licensing, maintenance, and support. The remaining funding
necessary for the first year will be coming from fees collected from the Development Center.
The funds collected from these fees are placed in IT’s operating budget annually and used by
the Planning and Development Center for technology related projects.
Funding for subsequent years of the contract will be noted as a base change and will be subject
to approval through the annual budget process. The Information Technology Department is
funded by an internal service fund. Approximately 40% of the department is General Fund
funded with the remaining 60% funded by enterprise and special revenue funds.
Year 1: October 1, 2023 – September 30, 2024, $362,748
Year 2: October 1, 2024 – September 30, 2025, $380,885
Year 3: October 1, 2025 – September 30, 2026, $399,930
STAKEHOLDER ENGAGEMENT
The services were coordinated with internal stakeholders and the service provider.
ENVIRONMENTAL REVIEW
Council action on this item is not a project as defined by CEQA because the purchase of
software licenses are a continuing administrative or maintenance activity. CEQA Guidelines
section 15378(b)(2).
ATTACHMENTS
Attachment A: Accela-Palo Alto Agreement with Exhibits
APPROVED BY:
Darren Numoto, Chief Information Officer
2633 Camino Ramon, Suite 500
San Ramon, CA, 94583
Proposed by: Brad Jacobs
Contact Phone:
Contact Email: bjacobs@accela.com
Quote ID: Q-30100
Valid Through: 10/1/2023
Currency: USD
__________________________________________________________________________________________________________________________________________
Order Form
Address Information
Bill To:Ship To:
City of Palo Alto City of Palo Alto
250 Hamilton Avenue
Palo Alto, California 94301
United States
250 Hamilton Avenue
Palo Alto, California 94301
United States
Billing Name: Sarah McRee
Billing Phone: (650) 329-2276
Billing Email: sarah.mcree@cityofpaloalto.org
____________________________________________________________________________________________________________________________________________________________
Services Year Start Date End Date Term
(Months)
Price Qty Net Total
Multi Solution User Year 1 10/1/2023 9/30/2024 12 $1,782.50 185 $329,762.50
> Accela Building - SaaS Year 1 10/1/2023 9/30/2024 12 $0.00 185 $0.00
> Accela Planning - SaaS Year 1 10/1/2023 9/30/2024 12 $0.00 185 $0.00
Enhanced Reporting Database
(ERD)
Year 1 10/1/2023 9/30/2024 12 $32,976.25 1 $32,976.25
TOTAL:$362,738.75
Services Year Start Date End Date Term
(Months)
Price Qty Net Total
Multi Solution User Year 2 10/1/2024 9/30/2025 12 $1,871.62 185 $346,250.62
> Accela Building - SaaS Year 2 10/1/2024 9/30/2025 12 $0.00 185 $0.00
> Accela Planning - SaaS Year 2 10/1/2024 9/30/2025 12 $0.00 185 $0.00
Enhanced Reporting Database
(ERD)
Year 2 10/1/2024 9/30/2025 12 $34,625.06 1 $34,625.06
TOTAL:$380,875.68
Services Year Start Date End Date Term
(Months)
Price Qty Net Total
Multi Solution User Year 3 10/1/2025 9/30/2026 12 $1,965.21 185 $363,563.16
> Accela Building - SaaS Year 3 10/1/2025 9/30/2026 12 $0.00 185 $0.00
> Accela Planning - SaaS Year 3 10/1/2025 9/30/2026 12 $0.00 185 $0.00
Quote Number:Q-30100-1 Print Date:7/19/2023
Page 1
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Services Year Start Date End Date Term
(Months)
Price Qty Net Total
Enhanced Reporting Database
(ERD)
Year 3 10/1/2025 9/30/2026 12 $36,356.32 1 $36,356.32
TOTAL:$399,919.48
Pricing Summary
Period Net Total
Year 1 $ 362,738.74
Year 2 $ 380,875.69
Year 3 $ 399,919.48
Total $ 1,143,533.91
Additional Terms:
1.No additional or conflicting terms or conditions stated in Customer’s order documentation, including purchase orders,
will be incorporated into or form any part of this Order Form or the governing agreement, and all such terms or conditions
will be null.
2.This Order Form, including any OnPrem Licenses, Maintenance and Support, and Subscription Services will be
governed by the applicable terms and conditions. If those terms and conditions are non-existent, have expired, do not
apply or have otherwise been terminated, the following terms at https://www.accela.com/terms/ will govern as applicable,
based on the Customer’s purchase.
3.All Software Licenses, Maintenance, and Subscription purchases are non-cancelable and non-refundable.
4.If Customer has a prior agreement with Accela, and this purchase is co-terming with that prior agreement, if the start
date on this Order Form is before the actual delivery date of the purchase, Accela may pro-rate this purchase so that it
can co-term with the prior agreement.
5.If this Order Form is executed and/or returned to Accela by Customer after the Order Start Date above, Accela may
adjust the Order Start Date and Order End Date without increasing the total price based on the date Accela activates the
products and provided that the total term length does not change.
6. Enhanced Reporting Database pricing is based on a percentage of SaaS Annual Contract Value. As SaaS Annual
Contract Value increases/decreases based on seat count changes or annual uplift ERD pricing will be adjusted
accordingly at contract renewal.
7.Pricing is based upon payment by ACH or check. Payment by credit card (including Purchase Cards) for product
and services in this Order Form will be subject to a service charge of 3%. There is no service charge for ACH or check
payment.
Quote Number:Q-30100-1 Print Date:7/19/2023
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Quote Number:Q-30968-1 Print Date:7/19/2023
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Enhanced Reporting Database Policy
This Accela Enhanced Reporting Database policy is an agreement between you (“You” or “Your”) and Accela,Inc.
(“Accela”). The Accela Enhanced Reporting Database (“Reporting Database”) license subscription gives You direct
access to a database that is a replicated copy of the Accela Automation Tenant Transaction Database (“Transaction
Database”). In addition to the terms and conditions of the applicable Master Agreement, Your use of the Reporting
Database is governed by the terms and conditions as set forth below. Accela reserves the right to revoke Your license
should You fail to comply with these rules.
1. .Reporting Database is SQL Server-based and will contain exact copy of data from the Transaction Database.
2.Accela will use commercially reasonable efforts to provide a near real-time sync between the Reporting Database
and the Transaction database instances. Accela estimates the databases will be synced within seconds, however, in
some circumstances this may take several minutes.
3. The Reporting database may only be accessed by authentication credentials provided to You by Accela from an
IP address that is on your allow list. If You attempt to Access the Reporting Database from an IP addresses not on
your allow list, your access will be denied. IP addresses can be added to or removed from your allow list by
contacting Accela support.
4. The Reporting Database is read only and does not support updates, data synchronization or mirroring capabilities.
5. The Reporting Database is only supported in Accela’s SaaS solution hosted in Accela’s Azure environment.
6. Reporting database will be supported per Accela’s standard SaaS Service Level Agreement (“SLA”). Accela is not
responsible for maintenance, availability or uptime of any external services or databases that reside outside of
Accela’s SaaS environment even if they are interfacing with the Reporting Database.
7. You agree to work in good faith with Accela to mitigate any performance issues that might arise from overuse or
abuse of the Reporting Database.
8.Accela reserves the right to interrupt any session that is running against the Reporting Database if, in Accela's
sole discretion, the session is deemed to impact the availability or stability of the system as a result of long remote
queue length or replication latency to the Reporting Database.
Signatures
Accela, Inc.Customer
Signature:Signature:
Print Name:Print Name:
Title:Title:
Date:Date:
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Chief Legal Officer
9/5/2023
Aaron Haggarty
20201023
ACCELA SUBSCRIPTION SERVICES AGREEMENT
This Accela Subscription Services Agreement (this “Agreement”) is entered into as of the date of the
applicable Order, as defined below, that incorporates these terms (the “Effective Date”) by and
between Accela, Inc. and the entity identified in such Order (“Customer”).
1.DEFINITIONS.
1.1 "Accela System" means the information technology infrastructure used by or on behalf of Accela in
performing the Subscriptions Services, including all computers, software (including but not limited to
Accela Software), hardware, databases, electronic systems (including database management systems),
and networks, whether operated directly by Accela or its third party suppliers.
1.2 "Aggregate Data" means data and information related to Customer's use of the Subscription
Services, including anonymized analysis of all data processed in the Subscription Services, that is used by
Accela in an aggregate and anonymized manner, including compiling statistical and performance
information related to the provision and operation of the Services.
1.3 "Authorized User" means one named employee, contractor or agent of Customer (each identified
by a unique email address) for whom Customer has purchased a subscription to the Subscription
Services and who is authorized by Customer to access and use the Services under the rights granted to
Customer pursuant to this Agreement.
1.4 “Consulting Services” means packaged or time and materials consulting, review, training or other
services (but excluding Subscription and Support Services) delivered by Accela to Customer pursuant an
Order. The Consulting Services Policy is attached as Exhibit A.
1.5 “Customer Data” means the content, materials, and data that Customer, Authorized Users, and
External Users enter into the Subscription Services. Customer Data does not include any component of
the Subscription Services, material provided by or on behalf of Accela, or Aggregate Data.
1.6 “Documentation” means the then-current technical and functional user documentation in any form
made generally available by Accela for the Subscription Services.
1.7 “External Users” means third party users of the Subscription Services that access the public-facing
interfaces of the Subscription Services to submit queries and requests to facilitate communications
between such third party and Customer.
1.8 “Intellectual Property Rights” means any patent rights (including, without limitation, patent
applications and disclosures), copyrights, trade secrets, know-how, and any other intellectual property
rights, in all cases whether or not registered or registrable and recognized in any country or jurisdiction
in the world.
1.9 “Order” means an Accela order form or other mutually acceptable document fully executed
between Customer and Accela that incorporates this Agreement.
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1.10 “Service Availability Policy” means the Service Availability and Security Policy located at
Exhibit B of this Agreement.
1.11 “Subscription Services” means the civic administration services, comprised of the Accela System,
Software, and Support Services, to which Customer may license access to in accordance with the terms
herein.
1.12 “Software” means any licensed software (including client software for Authorized Users’ devices)
and Documentation that Accela uses or makes available as part of the Subscription Services.
1.13 “Support Services” means those technical and help services provided by Accela in accordance with
the Software Support Services Policies (SaaS) located at Exhibit C of this Agreement.
1.14 “Subscription Period” means the duration of Customer’s authorized use of the Subscription
Services as designated in the Order.
2.USAGE AND ACCESS RIGHTS.
2.1 Right to Access. Subject to the terms and conditions of this Agreement, Accela hereby grants to
Customer a limited, non-exclusive, non-transferable right and license during the Subscription Period, to
permit: (i) Authorized Users to access and use the internal and administrative interfaces of the
Subscription Services in accordance with the Documentation to support Customer’s internal business
purposes and (ii) its External Users the ability to access and use the publicly available interfaces to
submit requests and information to Customer. Each instance of the Subscription Service shall be
provisioned with the amount of storage set forth in the Order and additional storage may be purchased
at the then-current rates.
2.2 Support Services & Service Availability. During the Subscription Period, Accela shall provide to
Customer the Support Services specified in the Order and shall make all commercially reasonable efforts
to attain the service levels specified in the applicable policies. The remedies set forth in the Support
Services and Service Availability Policy are the sole and exclusive remedies for any breach of the service
levels. Customer grants Accela a royalty-free, worldwide, transferable, sub- licensable, irrevocable,
perpetual license to use or incorporate into its software or services any suggestions or other feedback
provided by Customer or Authorized Users relating to the operation or features of the Subscription
Services.
2.3 Purchasing Consulting Services. Customer may purchase Consulting Services from Accela by
executing an Order for such services. All prices are exclusive of travel and expenses, which will be
invoiced at actual cost, without markup, and will comply with the Consulting Services Policy or as
otherwise agreed in the applicable Order. If applicable, one Consulting Services day shall be equal to
eight (8) hours.
2.4 Restrictions on Use. Customer shall not, and shall not permit others to: (i) use or access the
Subscription Services in any manner except as expressly permitted by the Agreement, including but not
limited to, in a manner that circumvents contractual usage restrictions set forth in this Agreement; (ii)
license, sub-license, sell, re-sell, rent, lease, transfer, distribute, time share or otherwise make any
portion of the Subscription Services available for access by third parties except as otherwise expressly
provided herein; (iii) use the Subscription Service in a way that: (a) violates or infringes upon the rights
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of a third party; or (b) stores or transmits libelous, tortious, or otherwise unlawful material or malicious
code or viruses; (iv) create derivative works, reverse engineer, decompile, disassemble, copy, or
otherwise attempt to derive source code or other trade secrets from or about any of the Subscription
Services (except to and only to the extent such rights are proscribed by law); (v) interfere with or disrupt
the security, integrity, operation, or performance of the Subscription Services; (vi) access, use, or
provide access or use to the Subscription Services or Documentation for the purposes of competitive
analysis or the development, provision, or use of a competing software, SaaS or product or any other
purpose that is to Accela’s detriment or commercial disadvantage; (vii) provide access to the
Subscription Services to competitors of Accela; (viii) access or use components of the Subscription
Service not licensed by Customer; (ix) use or allow the use of the Subscription Services by anyone
located in, under the control of, or that is a national or resident of a U.S. embargoed country or territory
or by a prohibited end user under Export Control Laws (as defined in Section 12.3, Compliance with
Laws); (x) remove, delete, alter or obscure any trademarks, Documentation, warranties, or disclaimers,
or any copyright, trademark, patent or other intellectual property or proprietary rights notices from any
Subscription Services; or (xi) access or use the Subscription Services in, or in association with, the design,
construction, maintenance, or operation of any hazardous environments, systems or applications, any
safety response systems or other safety-critical applications, or any other use or application in which the
use or failure of the Subscription Services could lead to personal injury or severe physical or property
damage.
2.5 Ownership. Accela retains all Intellectual Property Rights, including all rights, title and license to the
Subscription Service, Software, Accela System, Support Services, Consulting Services, and Aggregate
Data, any related work product of the foregoing and all derivative works thereof by whomever
produced; provided however, that to the extent such materials are delivered to Customer as part of the
Subscription Services, Consulting Services or Support Services then Customer shall receive a limited
license consistent with the terms of Section 2 to use such materials during the Subscription Period.
2.6 Customer’s Responsibilities. Customer will: (i) be responsible for meeting Accela’s applicable
minimum system requirements for use of the Subscription Services set forth in the Documentation; (ii)
be responsible for Authorized Users’ compliance with this Agreement and for any other activity
(whether or not authorized by Customer) occurring under Customer’s account; (iii) be solely responsible
for the accuracy, quality, integrity and legality of Customer Data; (iv) use commercially reasonable
efforts to prevent unauthorized access to or use of the Subscription Services and Customer Data under
its account, and notify Accela promptly of any such unauthorized access or use, and; (v) use the
Subscription Services only in accordance with the applicable Documentation, laws and government
regulations.
3. PAYMENT TERMS.
3.1 Purchases Directly from Accela. Except as otherwise set forth in an Order, Subscription fees shall be
invoiced annually in advance and such fees shall be due and payable on the first day of the Subscription
and on each anniversary thereafter for each renewal, if any. All other invoices shall be due and payable
net thirty (30) from the date of the applicable invoice. All amounts payable to Accela under this
Agreement shall be paid by Customer in full without any setoff, deduction, debit, or withholding for any
reason. Any late payments shall be subject to an additional charge of the lesser of 1.5% per month or
the maximum permitted by law. All Subscription Services fees are exclusive of any taxes, levies, duties,
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withholding or similar governmental assessments of any nature (collectively, "Taxes"). If any such Taxes
are owed or payable for such transactions, they shall be paid separately by Customer without set-off to
the fees due Accela.
3.2 Purchases from Authorized Resellers. In the event that Customer has purchased any products or
services through a reseller, subject to these terms, any separate payment arrangements and terms shall
be exclusively through such reseller and Accela is not a party to such transactions. Accela’s sole
obligations are set forth herein and Customer acknowledges that its rights hereunder may be
terminated for non-payment to such third party.
4.CONFIDENTIALITY. As used herein, "Confidential Information" means all confidential information
disclosed by a one party to this Agreement to the other party of this Agreement whether orally or in
writing, that is designated as confidential by marking it as such; however, emails from a party that only
contain a routine confidentiality statement in the signature block or elsewhere are not “Confidential
Information”. Further, Confidential Information will not include any information that: (i) is or becomes
generally known to the public without breach of any obligation owed to the disclosing party; (ii) was
known to the receiving party prior to its disclosure without breach of any obligation owed to the
disclosing party; (iii) is received without restriction from a third party without breach of any obligation
owed to the disclosing party; or (iv) was independently developed by the receiving party. Each party will
use the same degree of care that it uses to protect the confidentiality of its own confidential information
of like kind (but in no event less than reasonable care) not to disclose or use any Confidential
Information except as permitted herein, and will limit access to Confidential Information to those of its
employees, contractors and agents who need such access for purposes consistent with this Agreement
and who are bound to protect such Confidential Information consistent with this Agreement. The
receiving party may disclose Confidential Information if it is compelled by law to do so, provided the
receiving party gives the disclosing party prior notice of such compelled disclosure (to the extent legally
permitted).
5.CUSTOMER DATA.
5.1 Ownership. Customer reserves all its rights, title, and interest in and to the Customer Data. No rights
are granted to Accela hereunder with respect to the Customer Data, except as otherwise set forth
explicitly in Section 5.
5.2 Usage. Customer shall be responsible for Customer Data as entered in to, applied or used in the
Subscription Services. Customer acknowledges that Accela generally does not have access to and cannot
retrieve lost Customer Data. Customer grants to Accela the non-exclusive right to process Customer
Data (including personal data) for the sole purpose of and only to the extent necessary for Accela: (i) to
provide the Subscription Services; (ii) to verify Customer’s compliance with the restrictions set forth in
Section 2.4 (Restrictions on Use) if Accela has a reasonable belief of Customer’s non-compliance; and (iii)
as otherwise set forth in this Agreement. Accela may utilize the information concerning Customer’s use
of the Subscription Services (excluding any use of Customer’s Confidential Information) to improve
Subscription Services, to provide Customer with reports on its use of the Subscription Services, and to
compile aggregate statistics and usage patterns by customers using the Subscription Services.
5.3 Use of Aggregate Data. Customer agrees that Accela may collect, use and disclose Aggregate Data
derived from the use of the Subscription Services for industry analysis, benchmarking, analytics,
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marketing and other business purposes. All Aggregate Data collected, used and disclosed will be in
aggregate form only and will not identify Customer, its Authorized Users or any third parties utilizing the
Subscription Services.
6. WARRANTIES AND DISCLAIMERS.
6.1 Subscription Services Warranty. During the Subscription Period, Accela warrants that Subscription
Services shall perform materially in accordance with the applicable Documentation. As Customer’s sole
and exclusive remedy and Accela’s entire liability for any breach of the foregoing warranty, Accela will
use commercially reasonable efforts to: (a) repair the Subscription Services in question; (b) replace the
Subscription Services in question with those of substantially similar functionality; or (c), after making all
commercially reasonable attempts to do the foregoing, terminate the applicable Subscription Services
and refund all unused, prepaid fees paid by Customer for such non-compliant Subscription Services.
6.2 Consulting Services Warranty. For ninety (90) days from the applicable delivery, Accela warrants
that Consulting Services shall be performed in a professional and workmanlike manner. As Customer’s
sole and exclusive remedy and Accela’s entire liability for any breach of the foregoing warranty, Accela
will use commercially reasonable efforts to (a) re-perform the Consulting Services in a compliant
manner; or, after making all commercially reasonable attempts to do the foregoing, (b) refund the fees
paid for the non-compliant Consulting Services.
6.3. Disclaimers. EXCEPT AS EXPRESSLY PROVIDED HEREIN, ACCELA MAKES NO WARRANTY OF ANY
KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND SPECIFICALLY DISCLAIMS ALL
IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, SECURITY, FITNESS
FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY
APPLICABLE LAW.
6.4. Cannabis-Related Activities. If Customer purchases any Subscription Services for use with any
cannabis-related activities, the following additional disclaimers shall apply: Accela is considered a
software service provider to its customers and not a cannabis related business or agent thereof. In
addition to the foregoing, Accela only retains Subscription Services fees of this Agreement from its
Customer for general software services, a state or local government agency, and does not retain these
fees from any type of External Users. It is the sole responsibility of the Customer to offer state law
compliant services, which may be coordinated and facilitated through the use of the Subscription
Services. Accela makes no representations, promises, or warranties with respect to the legality,
suitability, or otherwise regarding any third party provider, including partners, and have no
responsibility or liability with respect to services provided to Customer by such third parties.
7. INDEMNIFICATION. Accela will defend (or at Accela’s option, settle) any third party claim, suit or
action brought against Customer to the extent that it is based upon a claim that the Subscription
Services, as furnished by Accela hereunder, infringes or misappropriates the Intellectual Property Rights
of any third party, or violation of any data privacy laws, and will pay any costs, fines, penalties, or
damages and reasonable attorneys’ fees attributable to such claim that are finally awarded against
Customer, provided that Customer provides: (a) Accela notice of such claim as soon practical and in no
event later than would reasonably permit Accela to respond to such claim, (b) reasonable cooperation
to Accela, at Accela’s expense, in the defense and/or settlement of such claim and (c) Accela the sole
and exclusive control of the defense, litigation and settlement of such claim. In the event that Accela
reasonably believes, in its sole discretion, that such claim may
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20201023
prevail or that the usage of the Subscription Services may be joined, Accela may seek to: (a) modify the
Subscription Services such that it will be non-infringing (provided such modification does not materially
reduce the functionality or performance of Customer’s installed instance); (b) replace the Subscription
Services with a service that is non-infringing and provides substantially similar functionality and
performance; or, if the first two options are not commercially practicable, (c) terminate the remainder
of the Subscription Period and refund any, pre-paid, unused fees received by Accela. Accela will have no
liability under this Section 7 to the extent any claims arise from (i) any combination of the Subscription
Services with products, services, methods of a third party; (ii) a modification of the Subscription
Services that were either implemented by anyone other than Accela or implemented by Accela in
accordance with Customer specifications; (iii) any use of the Subscription Services in a manner that
violates this Agreement or the instructions given to Customer by Accela; (iv) a version of the
Subscription Services other than the current, fully patched version, provided such updated version
would have avoided the infringement; or (v) Customer’s breach of this Agreement. THIS SECTION 7
STATES THE ENTIRE OBLIGATION OF ACCELA AND ITS LICENSORS WITH RESPECT TO ANY ALLEGED OR
ACTUAL INFRINGEMENT OR MISAPPROPRIATION OF INTELLECTUAL PROPERTY RIGHTS RELATED TO THIS
AGREEMENT.
7.5 INDEMNITY. Unless otherwise covered by Section 7 above, Accela shall indemnify, defend and hold
harmless CITY, its Council members, officers, employees and agents (each an “Indemnified Party”) from
and against any and all third party demands, claims, or liability of any nature, including death or injury
to any person or tangible property damage , including all costs and expenses of whatever nature
including attorney’s fees, experts fees, court costs and disbursements (“Claims”) to the extent they
resulting from, arising out of or in any manner related to the negligent performance or nonperformance
by Accela, its officers, employees, agents or contractors under this Agreement. Notwithstanding the
previous sentence, nothing in this Section 7.5 shall be construed to require Accela to indemnify an
Indemnified Party from a Claim arising from the active negligence or willful misconduct of an
Indemnified Party that is not contributed to by any act of, or by any omission to perform a duty
imposed by law or agreement by, Accela, its officers, employees, agents or contractors under this
Agreement.
8.LIMITATION OF LIABILITY. EXCEPT FOR LIABILITY ARISING OUT OF EITHER PARTY’S LIABILITY FOR
DEATH OR PERSONAL INJURY OR CUSTOMER’S BREACH OF SECTION 2, NEITHER PARTY’S AGGREGATE
LIABILITY FOR DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR FROM THE
USE OF OR INABILITY TO USE THE SERVICE, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER
THEORY OF LIABILITY, SHALL EXCEED 1.5 X (times)THE TOTAL AMOUNT PAID BY CUSTOMER
HEREUNDER IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE INCIDENT; EXCEPT
FOR LIABILITY ARISING OUT OF CUSTOMER’S BREACH OF SECTION 2 OR EITHER PARTY’S LIABILITY FOR
DEATH OR PERSONAL INJURY, IN NO EVENT SHALL EITHER PARTY OR ANY OTHER PERSON OR ENTITY
INVOLVED IN CREATING, PRODUCING OR DELIVERING THE SERVICE BE LIABLE FOR ANY INCIDENTAL,
SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA OR
LOSS OF GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST
OF SUBSTITUTE PRODUCTS OR SERVICES, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT
OR FROM THE USE OF OR INABILITY TO USE THE SUBSCRIPTION SERVICES, WHETHER BASED ON
WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL
THEORY. THE FOREGOING EXCLUSIONS APPLY WHETHER OR NOT A PARTY HAS BEEN INFORMED OF THE
POSSIBILITY OF SUCH DAMAGE, AND EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO
HAVE FAILED OF ITS ESSENTIAL PURPOSE.
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20201023
9. SECURITY. Accela has implemented commercially viable and reasonable information security
processes, policies and technology safeguards to protect the confidentiality and integrity of Customer
Data, personal data protect against reasonably anticipated threats. Customer acknowledges that,
notwithstanding security features of the Subscription Services, no product, hardware, software or
service can provide a completely secure mechanism of electronic transmission or communication and
that there are persons and entities, including enterprises, governments and quasi- governmental actors,
as well as technologies, that may attempt to breach any electronic security measure. Subject only to its
limited warranty obligations set forth in Section 6, Accela will have no liability for any such security
breach. Customer further acknowledges that the Subscription Services is not guaranteed to operate
without interruptions, failures, or errors. If Customer or Authorized Users use the Subscription Services
in any application or environment where failure could cause personal injury, loss of life, or other
substantial harm, Customer assumes any associated risks and will indemnify Accela and hold it harmless
against those risks.
10. THIRD PARTY SERVICES. Customer may choose to obtain a product or service from a third party
that is not directly produced by Accela as a component of the Subscription Services (“Third Party
Services”) and this may include third party products resold by Accela. Accela assumes no responsibility
for, and specifically disclaims any liability, warranty or obligation with respect to, any Third Party Service
or the performance of the Subscription Services (including Accela’s service level commitment) when the
Subscription Services are used in combination with or integrated with Third Party Services.
11. TERM AND TERMINATION.
11.1 Agreement Term. This Agreement shall become effective on the Effective Date and shall continue
in full force and effect until the expiration of any Subscription Periods set forth in an applicable Order
governed by the Agreement.
11.2 Subscription Periods & Renewals. Subscription Periods begin as specified in the applicable Order
and, unless terminated earlier in accordance with this Agreement, continue for the term specified
therein. Except as otherwise specified in the applicable Order, Orders may only be cancelled or
terminated early in accordance with Section 11.3. In the event of any non- renewal or other
termination, Customer’s right to use the Subscription Services will terminate at the end of the relevant
Subscription Period.
11.3 Termination or Suspension for Cause. A party may terminate this Agreement and Subscription
Services license granted hereunder for cause upon thirty (30) days’ written notice to the other party of a
material breach if such breach remains uncured at the expiration of such thirty (30) day period. Either
party may terminate immediately if the other party files for bankruptcy or becomes insolvent. Accela
may, at its sole option, suspend Customer’s or any Authorized User’s access to the Subscription Services,
or any portion thereof, immediately if Accela: (i) suspects that any person other than Customer or an
Authorized User is using or attempting to use Customer Data; (ii) suspects that Customer or an
Authorized User is using the Subscription Services in a way that violates this Agreement and could
expose Accela or any other entity to harm or legal liability; (iii) is or reasonably believes it is required to
do so by law or court order or; (iv) Customer’s payment obligations are more than ninety (90) days past
due, provided that Accela has provided at least thirty (30) days’ notice of such suspension for delinquent
payment. Should Customer terminate this Agreement for cause, Accela will refund a pro-rata portion of
unused, pre-paid fees.
11.4 Effect of Termination. If this Agreement expires or is terminated for any reason: (i) within thirty
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20201023
(30) calendar days following the end of Customer’s final Subscription Period, upon Customer’s request
Accela provided Customer Data and associated documents in a database dump file; provided that
Customer pays (a) all costs of and associated with such copying, as calculated at Accela’s then-current
time-and-materials rates, and (b) any and all unpaid amounts due to Accela; (ii) licenses and use rights
granted to Customer with respect to Subscription Services and intellectual property will immediately
terminate; and (iii) Accela’s obligation to provide any further services to Customer under this
Agreement will immediately terminate, except as mutually agreed between the parties. If the
Subscription Services are nearing expiration date or are otherwise terminated, Accela will initiate its
data retention processes, including the deletion of Customer Data from systems directly controlled by
Accela. Accela’s Data Storage Policy is attached as Exhibit D to this Agreement.
11.5 Survival. Sections 2.5 (Ownership and Proprietary Rights), 4 (Confidentiality), 6.3 (Disclaimer), 8
(Limitation of Liability), 11.4 (Effect of Termination), 11.5 (Surviving Provisions), and 12 (General
Provisions) will survive any termination or expiration of this Agreement.
12.GENERAL.
12.1 Notice. Except as otherwise specified in this Agreement, all notices, permissions and approvals
hereunder will be in writing and will be deemed to have been given upon: (i) personal delivery; (ii) three
days after sending registered, return receipt requested, post or; (iii) one day after sending by
commercial overnight carrier. Notices will be sent to the address specified by the recipient in writing
when entering into this Agreement or establishing Customer’s account for the Subscription Services.
12.2 Governing Law and Jurisdiction. This Agreement and any action related thereto will be governed by
the laws of the State of California without regard to its conflict of laws provisions. The exclusive
jurisdiction and venue of any action related to the subject matter of this Agreement will be the state and
federal courts located in the Northern District of California and each of the parties hereto waives any
objection to jurisdiction and venue in such courts.
12.3 Compliance with Laws. Each party will comply with all applicable laws and regulations with respect
to its activities under this Agreement including, but not limited to, export laws and regulations of the
United States and other applicable jurisdictions. Further, in connection with the services performed
under this Agreement and Customer’s use of the Subscription Services, the parties agree to comply
with all applicable anti-corruption and anti-bribery laws, statutes and regulations.
12.4 Assignment. Customer may not assign or transfer this Agreement, whether by operation of law
or otherwise, without the prior written consent of Accela, which shall not be unreasonably withheld.
Any attempted assignment or transfer, without such consent, will be null and void. Subject to the
foregoing, this Agreement will bind and inure to the benefit of the parties, their respective successors
and permitted assigns.
12.5 Publicity. Notwithstanding anything to the contrary, each party will have the right to publicly
announce the existence of the business relationship between parties without disclosing the specific
terms of the Agreement.
12.6 Miscellaneous. No failure or delay by either party in exercising any right under this Agreement will
constitute a waiver of that right. Other than as expressly stated herein, the remedies provided herein
are in addition to, and not exclusive of, any other remedies of a party at law or in equity. If any
provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the
provision will be modified by the court and interpreted so as best to accomplish the objectives of the
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20201023
original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement
will remain in effect. Accela will not be liable for any delay or failure to perform under this Agreement to
the extent such delay or failure results from circumstances or causes beyond the reasonable control of
Accela. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or
similar relationship between the parties. This Agreement, including any attachments hereto as mutually
agreed upon by the parties, constitute the entire agreement between the parties concerning its subject
matter and it supersedes all prior communications, agreements, proposals or representations, written
or oral, concerning its subject matter. No modification, amendment, or waiver of any provision of this
Agreement will be effective unless in writing and signed by a duly authorized representative of each
party against whom the modification, amendment or waiver is to be asserted. Notwithstanding any
language to the contrary, no additional or conflicting terms or conditions stated in any of Customer’s
purchase order documentation or otherwise will be incorporated into or form any part of this
Agreement, and all such terms or conditions shall be null and void.
13.City Requirements
13.1 The following Accela policies are attached as Exhibits to this Agreement and shall take
precedence over the use of other versions of these policies cited to in any order form, purchase order,
statement of work, clickthrough/clickwrap, or any other agreement that is governed by this Subscription
Services Agreement:
•Exhibit A – Accela Consulting Services Policy
•Exhibit B – Accela Service Availability and Security Policy
•Exhibit C – Accela Support Policy SaaS
•Exhibit D – Accela Data Storage Policy
13.2 Insurance. Accela shall maintain the insurance coverage detailed in Exhibit E during the term of
this Agreement.
13.3 Information Privacy Policy. Accela shall adhere to the Information Privacy Policy in Exhibit F
during the term of this Agreement.
13.4 Cybersecurity Terms and Conditions. Accela shall adhere to the Cybersecurity Terms and
Conditions in Exhibit G during the term of this Agreement.
For Accela
Aaron Haggarty
Chief Legal Officer, Secretary, & Treasurer
Date:
For City of Palo Alto
City Manager
Date:
Approved as to form:
City Attorney or designee
DocuSign Envelope ID: 7F3BAFEB-5DDD-424E-8620-FCEFF658F24F
9/5/2023
Consulting Services Policy Rev. 20210315
Accela, Inc.
Consulting Services Policy
This Consulting Services Policy (the "Policy") is binding upon execution of any order form, agreement, or
statement of work (collectively and each an “Order”) between Accela and the entity receiving services
(“Customer”) that incorporates the Policies by reference and are in addition to the terms and conditions for
Consulting Services set forth in the License Agreement (as defined below). Accela on-premises software or
subscription services for Accela software (SaaS) is governed by the license agreement between the Customer and
Accela (the “License Agreement”).
Consulting Services Covered
Accela provides a variety of services covered by these policies, including but not limited to consulting,
implementation, configuration, and custom training services.
Performance of Services
Accela shall provide the services in accordance with the following processes and policies:
o Accela will use reasonable efforts to meet any performance dates specified in applicable Order, and any
such dates are estimates only.
o Accela will select persons and entities to perform the Consulting Services that meet industry standards for
the Consulting Services' performance provided to the Customer.
o Consulting Services provided by Accela on a "Time and Material" basis are not subject to acceptance
criteria by the Customer, unless otherwise set forth in the applicable Order.
o Consulting Services are provided eight hours a day, Monday through Friday (Accela recognized holidays
excluded) during Accela regular business hours. Hours worked more than eight hours or holidays are
generally subject to 2x the Consulting Services hourly or daily fee.
o All Consulting Services must be scheduled. Accela will contact the Customer regarding the schedule and
notify the Customer (email accepted) of the date for commencement of the Consulting Services. Unless
otherwise set forth in the Customer Order, the Customer must contact Accela a minimum of five business
days to reschedule the Consulting Services' start date. If the Customer does not contact Accela to
reschedule the Consulting Service start date as set forth in the Customer Order or where no reschedule
time is stated, a minimum of five (5) business days, the Customer is responsible for any expenses incurred
by Accela due to the Customer failure to notify Accela properly.
o Accela will observe all reasonable security requirements provided by the Customer to Accela in writing
during access to Customer premises.
o Any changes to the Consulting Services' scope may require a signed change order detailing the changes,
additional time required, and necessary variations of fees.
o Accela owns all intellectual property right in all documents, work product, and other materials prepared
by Accela or delivered to the Customer during the course of performing the Consulting Services, including
any items identified as such in the Order (collectively, the "Deliverables”). Excluding Accela Software, and
subject to the Customer payment of all fees for the Consulting Services, Accela grants the Customer a
license to use the Deliverables subject to the terms and restrictions applicable to the License Agreement,
as such terms apply to Accela’s software and SaaS services..
To efficiently provide the Customer with Accela Consulting Services, the Customer will:
o Secure all necessary licenses, permits, and comply will all applicable law concerning the Consulting
Services before the Consulting Services start date.
Exhibit ADocuSign Envelope ID: 7F3BAFEB-5DDD-424E-8620-FCEFF658F24F
Consulting Services Policy Rev. 20210315
o Provide access to the Customer premises and provide safe office accommodation and other facilities as
reasonably requested by Accela to perform the Consulting Services.
o Have all equipment ready and available for Accela 's access to perform the Consulting Services.
o Provide such materials or information as Accela may reasonably request to carry out the
Consulting Services in a timely manner and ensure that such Customer materials or information are
complete and accurate.
o Respond to Accela request to provide direction, information, approvals, authorizations, or decisions that
are reasonably necessary for Accela to perform the Consulting Services in accordance with the
requirements of the Order.
o Unless otherwise set forth in the Order, the Customer agrees to reimburse Accela for all actual,
documented, and reasonable travel and out-of-pocket expense incurred by Accela in the Consulting
Services' performance. Unless otherwise agreed in advance, Accela’s consultants shall travel using
economy class flights, reasonable business appropriate accommodations, and standard size car rentals.
Privacy
Any personal information (PII) that the Customer provides to Accela or Accela accesses during the
provisioning of the Consulting Services is subject to Accela's Privacy Policy at
https://www.accela.com/privacy-policy/.The Customer represents and warrants that the Customer has
received all applicable consents from persons whose personal information the Customer provides to
Accela or may be accessed by Accela during Accela performance of the Consulting Services.
Supplemental Terms
For any Customer receiving Consulting Services from Accela that has not yet entered into a License Agreement,
Customer, commencing on the first day Consulting Services are provided, Customer is granted a thirty (30) day
license to use Deliverables (and any other Accela materials provided during such engagement, subject to the
applicable License Agreement set forth at accela.com/terms/. At the end of the thirty (30) day license, if Customer
has not entered into a new License Agreement referencing Consulting Services, Customer’s license to the
Deliverables granted under “Supplemental Terms” of this Policy is terminated.
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20210212
Accela Availability and Security Policy
Service Availability: Accela will use commercially reasonable efforts to (a) provide bandwidth sufficient for Customer’s use of the Subscription Services provided hereunder and in an applicable Order Form and (b) operate and manage the Subscription Services with a ninety-nine and nine percent (99.9%) uptime goal (the “Availability SLA”), excluding situations identified as “Excluded” below. “Excluded" means any outage that results from any of the following:
a.Any maintenance performed by Accela during Accela’s standard maintenance windows. Accela willnotify Customer within forty-eight (48) hours of any standard maintenance and within twenty-four (24) hours for other non-standard emergency maintenance (collectively referred to herein as “Scheduled Maintenance”). Scheduled maintenance includes off-business-hours (agency time) deployments of major releases & service packs. Major releases are deployed into an agency's non-production environments well in advance, typically 4 weeks ahead of production, to allow for adequate user acceptance testing.
b.Customer’s information content or application programming, or the acts or omissions of Customeror its agents, including, without limitation, the following:
1.Any mis-configuration by Customer (as determined in Accela’s sole discretion), including, withoutlimitation, configuration errors and bad or unintended usage of the Subscription Services.
2.Force majeure or other circumstances beyond Accela’s reasonable control that could not be avoidedby its exercise of due care.
c.Failures of the carrier networks itself and the network by which Customer connects to the carriernetworks any other network unavailability.
d.Any window of time when Customer agrees that Subscription Services availability/unavailabilitywill not be monitored or counted.
e.Interruptions or delays in providing the Subscription Services resulting from telecommunicationor Internet service provider failures.
f.Customer’s or any third party’s use of the Subscription Services in an unauthorized or unlawfulmanner.
Remedies for Excessive Downtime: In the event the Availability of the Subscription Services falls below the Availability SLA in a given calendar month, Accela will pay Customer a service credit (“Service Credit”) equal to the percentage of the fees set forth in the table below corresponding to the actual Availability of the Subscription Services during the applicable calendar month. Such Service Credit will be issued as a credit against any fees owed by Customer for the next calendar month of the Subscription Period or, if Customer does not owe any additional fees, then Accela will pay Customer the amount of the applicable Service Credit within thirty (30) days after the end of the calendar month in which such credit accrued. Such Service Credit will be in addition to any other remedies available to Customer at law, in equity or under this Agreement. System availability is measured by the following formula: x = (n - y) *100 / n
Exhibit B
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20210212
Notes:
(1) "x" is the uptime percentage; "n" is the total number of hours in the given calendar month minus scheduled downtime; and "y" is the total number of downtime hours in the given calendar month.
(2) Specifically excluded from "n and "y" in this calculation are the exception times on scheduled upgrade and maintenance windows.
Service Availability Percentage of Monthly Service
Fees Credited
>99.9% 0%
95.0% ‐ < 99.9% 5% (max of $280)
90.0% ‐ < 95.0% 10% (max of $560)
80.0% ‐ < 90.0% 20% (max $840)
70.0% ‐ < 80.0% 30% (max of $1,120)
60.0% ‐ < 70.0% 40% (max of $1,400)
< < 60% 50% (max of $2,800)
Customer Account Login: For Accela user interface access, Accela uses TLS 1.2 with AES 256 bit or similar encryption for protection of data in transit, which is supported by most modern browsers. Accela will also restrict applicable administrative user interface access to Customer corporate networks for additional security on written request by Customer.
Accela SaaS Service Delivery:
Accela manages its apps and infrastructures within the industry-leading Microsoft Azure hosting environment,
specifically designed and constructed to deliver world- class physical security, power availability, infrastructure
flexibility and growth capacity. Accela’s audit and compliance foundation includes SSAE 18 SOC 2 Type II, HIPAA,
California Consumer Privacy Act (CCPA), and PCI-DSS (payment adapters). Accela’s partnership with Microsoft
delivers multi-layered security in physical datacenters, infrastructure and operations, with adherence to its
numerous security certifications. More information can be found at https://azure.microsoft.com/en-
us/overview/security/.
DocuSign Envelope ID: 7F3BAFEB-5DDD-424E-8620-FCEFF658F24F
Accela, Inc.
Consolidated SaaS Support Policies
This document contains two policies, the Standard Support SaaS Services and the Preferred
Support SaaS Services Policies. Please refer to the appropriate section, depending on the level
of Support Services you have purchased from Accela.
In the event you are unsure or wish to upgrade your Support Services Level, please contact
your account manager.
Exhibit C
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Policy 1
Accela, Inc.
Standard SaaS Support Services Policy
Dated: April 21, 2021
This Accela Standard SaaS Support Services Policy (“Support Policy”) governs the terms under
which Accela provides Support Services and is subject to the SaaS services agreement
(“Agreement”) entered into between Accela and the recipient of such services (“Customer”).
This Support Policy may be updated from time to time by Accela in its sole discretion.
General Requirements and Hours of Operation
a.Ticketing Support: Accela will provide access to a ticketing system, which will be available
twenty‐four (24) hours per day, seven (7) days per week. A qualified support specialist
shall use commercially reasonably efforts to answer questions and resolve problems
regarding the Subscription Service from 4:00 A.M. until 6:00 P.M. Pacific Standard Time
Monday through Friday, excluding Accela’s observed holidays.
b.Telephone Support: Accela’s Customer Support Department, a live technical support
facility, will be available to Customer from 4:00 A.M. until 6:00 P.M. Pacific Standard Time
Monday through Friday, excluding Accela’s observed holidays.
c.Online Support Material: Available twenty‐four (24) hours, seven (7) days a week, Accela
will make available to Customer certain archived software updates and other technical
information in Accela’s online support databases.
(1) Agency Contacts: “Agency Contacts” are the individuals who will be the primary users of
the Support Plan. You may designate up to two (2) Agency Contacts and agree to let Accela
know if they change.
Your Agency Contacts will be responsible for:
Overseeing your Agency’s support case activity, developing and deploying troubleshooting
processes within your Agency’s organization.
Agency will ensure Agency Contacts:
Have completed the Administrator Training offered as part of Accela’s implementation and
adoption programs. Are knowledgeable about the Agency’s configured solution in order to
assist Accela in analyzing and resolving technical issues. Have a basic understanding of any
problem that is the subject of a case, and the ability to reproduce the problem in order to assist
Accela in diagnosing and triaging the problem.
(2) Submitting a Case
Agency Contacts may submit cases via:
a.the online support portal by logging into the Accela Success Community at
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https://success.accela.com and selecting Get Support > Submit a case or
b.a telephone call to Customer Support as described below (For Severity Level 1 and
Severity Level 2 issues, Agency must call Customer Support)
(3) Updates
Updates may address security fixes, critical patches, general maintenance functionality, and
documentation and shall be made available at Accela’s discretion. Accela is under no obligation
to develop any future functionality or enhancements unless otherwise specified in the
Agreement. If an update for the Service is made available to Customer pursuant to this Support
Policy, it will automatically replace the previous version of the applicable Service.
Where practical, Accela will schedule Updates during non‐business hours and will provide
Customers with advance notice of all Updates.
(4) Upgrade/Downgrade of Severity Level
If, during the Support Request process, the issue either warrants assignment of a higher severity
level than currently assigned or no longer warrants the severity level currently assigned based
on its current impact on the production operation of the SaaS offering, then the severity level
will be upgraded or downgraded accordingly to the severity level that most appropriately
reflects its current impact.
(5) Customer Cooperation
Accela must be able to reproduce errors in order to resolve them. Agency agrees to cooperate
and work closely with Accela to reproduce errors, including, without limitation, conducting
diagnostic or troubleshooting activities, implementation of fixes or updates previously provided
by Accela, or providing information as reasonably requested and appropriate. Also, Accela may
access Agency Contacts account and/or an admin account and/or Agency’s personnel may be
asked to provide remote access to their internal system for, without limitation, conducting
diagnostic or troubleshooting activities, or implementation of fixes or updates previously
provided by Accela.
(6) Third Party Product Support
If any third‐party software is supplied by Accela, Accela disclaims all support obligations for such
third‐party software, unless expressly specified by Accela in Customer’s Agreement.
(7) Exclusions
The following Support Exclusions are not covered by this Support Policy:
a.Support required due to Customer’s or any End User’s or third party’s misuse of the
Services;
b.Support during times outside of Accela’s regular business hours stated above;
c.Support necessitated by external factors outside of Accela’s reasonable control, inc luding
any force majeure event or Internet access or related problems beyond the Ser vice
demarcation point;
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d. Support of or caused by customizations (if outside of Accela’s best practice
recommendations), configuration changes, scripting, or data loss caused by or on behalf of
Customer or any End User;
e. Support of or caused by Customer’s or any End User’s or third party’s equipment, software
or other technology (other than third party equipment within Accela’s direct control);
f. Support to resolve or work‐around conditions which cannot be reproduced in Accela’s
support environment and
g. Support of any software add‐ons supplied together with the Service (except where specified
in the customer’s Agreement).
Any support services falling within these Support Exclusions may be provided by Accela at its discretion
and, if so provided, may be subject to additional pricing and support terms as specified by Accela.
(8) Error Classification
Functional Definitions: For the purposes of error classification, essential or major functions
include: data capture features, SLA and alarming features, performance management features
and application performance problem resolution features.
Severity Definition
Level 1 Supported Product is non‐functional or seriously affected and there is no
reasonable workaround available (e.g. business is halted).
Level 2 Supported Product is affected and there is no workaround available or the
workaround is impractical (e.g. Supported Product response is very slow,
day to day operations continue but are impacted by the work around).
Level 3 Supported Product is non‐functional however a convenient workaround
exists
(e.g. non‐critical feature is unavailable or requires additional user
intervention).
Level 4 Supported Product works, but there is a minor problem (e.g. incorrect label,
or
cosmetic defect).
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(9) Target Initial Response Time
Accela will use commercially reasonable efforts to respond to each case within the applicable response time
described in the table below:
Target Initial Response Time by Case Severity
Severity Level Target Initial Response Time
1 1 daya
2 3 daysa
3 5 daysa
4 7 daysa
a Initial response times are including M‐F, 4 am to 6 pm PT, excluding weekends and holidays. Severity
Level 1 and 2 cases must be submitted via telephone as described above. Severity Level 1 and 2 target
initial response times do not apply to cases submitted via email or electronically via the Accela Success
Community.
DocuSign Envelope ID: 7F3BAFEB-5DDD-424E-8620-FCEFF658F24F
Policy 2
Accela, Inc.
Preferred SaaS Support Policy
Dated: April 21, 2021
This Accela Preferred SaaS Support Services Policy (“Support Policy”) governs the terms under which
Accela provides Support Services and is subject to the SaaS services agreement (“Agreement”) entered
into between Accela and the recipient of such services (“Customer”). This Support Policy may be
updated from time to time by Accela in its sole discretion. This policy only applies to Customers that
have purchased Preferred Level Support.
General Requirements and Hours of Operation
a.Ticketing Support: Accela will provide access to a ticketing system, which will be available
twenty‐four (24) hours per day, seven (7) days per week. A qualified support specialist shall
use commercially reasonably efforts to answer questions and resolve problems regarding the
Subscription Service from 4:00 A.M. until 6:00 P.M. Pacific Standard Time Monday through
Friday, excluding Accela’s observed holidays.
b.Telephone Support: Accela Customer Support Department, a live technical support facility,
will be available in English to your identified Agency Contacts twenty‐four hours a day, seven
days a week (including weekends and holidays). Telephone support will be handled via a
dedicated Preferred Support line. Access to Accela self‐service resources is available 24x7
through the Accela Success Community site. Cases may be handled by a triage agent, who will
document the case and route it to the appropriate Accela support engineer for resolution.
Accela support engineers will follow through on the case for the Agency Contacts. Actual
resolution time will vary. Resolutions can take many forms – a workaround, code update, user
training, or other solution.
c.Online Support Material: Available twenty‐four (24) hours, seven (7) days a week, Accela will
make available to Customer certain archived software updates and other technical
information in Accela’s online support databases.
(1) Agency Contacts: “Agency Contacts” are the individuals who will be the primary users of the
Support Plan. You may designate up to ten (10) Agency Contacts and agree to let Accela know if
they change.
Your Agency Contacts will be responsible for:
Overseeing your Agency’s support case activity, developing and deploying troubleshooting
processes within your Agency’s organization.
Agency will ensure Agency Contacts:
Have completed the Administrator Training offered as part of Accela’s implementation
and adoption programs. Are knowledgeable about the Agency’s configured solution in
order to assist Accela in analyzing and resolving technical issues. Have a basic
understanding of any problem that is the subject of a case, and the ability to reproduce
the problem in order to assist Accela in diagnosing and triaging the problem.
DocuSign Envelope ID: 7F3BAFEB-5DDD-424E-8620-FCEFF658F24F
(2) Submitting a Case: Agency Contacts may submit cases via:
a.the online support portal by logging into the Accela Success Community at
https://success.accela.com and selecting Get Support > Submit a case or
b.a telephone call to Customer Support as described below (For Severity Level 1 and
Severity Level 2 issues, Agency must call Customer Support)
(3) Updates: Updates may address security fixes, critical patches, general maintenance
functionality, and documentation and shall be made available at Accela’s discretion. Accela is
under no obligation to develop any future functionality or enhancements unless otherwise
specified in the Agreement. If an update for the Service is made available to Customer pursuant
to this Support Policy, it will automatically replace the previous version of the applicable Service.
Where practical, Accela will schedule Updates duri ng non‐business hours and will
provide Customers with advance notice of all Updates.
(4) Upgrade/Downgrade of Severity Level: If, during the Support Request process, the issue either
warrants assignment of a higher severity level than currently assigned or no longer warrants the
severity level currently assigned based on its current impact on the production operation of the
SaaS offering, then the severity level will be upgraded or downgraded accordingly to the severity
level that most appropriately reflects its current impact.
(5) Customer Cooperation: Accela must be able to reproduce errors in order to resolve them.
Agency agrees to cooperate and work closely with Accela to reproduce errors, including
conducting diagnostic or troubleshooting activities, implementation of fixes or updates
previously provided by Accela, or providing information as reasonably requested and
appropriate. Also, Accela may access Agency Contacts account and/or an admin account and/or
Agency’s personnel may be asked to provide remote access to their internal system for, without
limitation, conducting diagnostic or troubleshooting activities, or implementation of fixes or
updates previously provided by Accela.
(6) Third Party Product Support: If any third‐party software is supplied by Accela, Accela disclaims
all support obligations for such third‐party software, unless expressly specified by Accela in
Customer’s Agreement.
(7) Named Technical Support Advisor: Accela will provide a named technical support advisor for
any Preferred support plan holders. The technical support advisor will have knowledge of the
customers system and provide oversite for any support cases created with Accela. They will also
facilitate the following:
1.Scheduled calls to review open support tickets with Accela and
2.a monthly service review to review overall support performance.
DocuSign Envelope ID: 7F3BAFEB-5DDD-424E-8620-FCEFF658F24F
(8) Monthly APO Data Loads: Included with the Preferred support plan is a monthly upload of APO
data to your hosted environment. This must be requested following the methods outlined in the
case submission process in this document. All APO load cases will be addressed as a Sev3
severity level case.
(9) Exclusions: The following Support Exclusions are not covered by this Support Policy:
a.Support required due to Customer’s or any End User’s or third party’s misuse of the
Services;
b.Support during times outside of Accela’s regular business hours stated above;
c.Support necessitated by external factors outside of Accela’s reasonable control,
including any force majeure event or Internet access or related problems beyond the
Service demarcation point;
d.Support of or caused by customizations (if outside of Accela’s best practice
recommendations), configuration changes, scripting, or data loss caused by or on behalf
of Customer or any End User;
e.Support of or caused by Customer’s or any End User’s or third party’s equipment,
software or other technology (other than third party equipment within Accela’s direct
control);
f.Support to resolve or work‐around conditions which cannot be reproduced in Accela’s
support environment and
g.Support of any software add‐ons supplied together with the Service (except where
specified in the Agreement).
Any support services falling within these Support Exclusions may be provided by Accela
at its discretion and, if so provided, may be subject to additional pricing and support
terms as specified by Accela.
(10) Error Classification:
Functional Definitions: For the purposes of error classification, essential or major
functions include: data capture features, SLA and alarming features, performance
management features and application performance problem resolution features.
Severity Definition
Level 1 Supported Product is non‐functional or seriously affected and there is no
reasonable workaround available (e.g. business is halted).
Level 2 Supported Product is affected and there is no workaround available or the
workaround is impractical (e.g. Supported Product response is very slow, day to
day operations continue but are impacted by the work around).
Level 3 Supported Product is non‐functional however a convenient workaround exists
(e.g. non‐critical feature is unavailable or requires additional user intervention).
Level 4 Supported Product works, but there is a minor problem (e.g. incorrect label, or
cosmetic defect).
DocuSign Envelope ID: 7F3BAFEB-5DDD-424E-8620-FCEFF658F24F
(11) Target Initial Response Time: Accela will use commercially reasonable efforts to respond to
each case within the applicable response time described in the table below:
Target Initial Response Time by Case Severity
Severity Level Target Initial Response Time
1 1 houra
2 4 hoursa
3 8 hoursa
4 24 hoursa
a Initial response times are 24x7, including weekends and holidays. Severity Level 1 and 2 cases must be
submitted via telephone as described above. Severity Level 1 and 2 target initial response times do not apply
to cases submitted electronically.
DocuSign Envelope ID: 7F3BAFEB-5DDD-424E-8620-FCEFF658F24F
20210723
ACCELA, INC.
DATA STORAGE POLICY
The Licensee’s subscription comes with a limit of 2.5TB data storage for all cloud environments. Data
storage includes:
•Transaction data;
•Reference data;
•Configuration data;
•Documents and Report Files;
•Backup copies; and
•Other data stored by Accela on behalf of the customer.
Additional storage can be purchased from Accela in blocks of 500GB, with a price of one thousand
dollars ($1,000) per year. When Licensee approaches the 2.5TB limit, it will begin receiving monthly
notifications highlighting data usage levels across its environment. Once the 2.5TB limit is reached, a
charge of one thousand dollars ($1,000) for an additional 500GB will be automatically added to the
Licensee’s subscription renewal.
Data Retention
If the Licensee’s Software as a Service (“SaaS”) subscription expires or is otherwise terminated,
Contractor will initiate its data retention processes, including the deletion of licensee data from
systems directly controlled by Contractor.
•If a Licensee’s SaaS subscription expires or is otherwise terminated, Contractor will store its
customer data, as defined in the master agreement between Licensee and Contractor, for
ninety (90) days (the “Retention Period”). During the Retention Period, provide Licensee with
a notice indicating its intention to delete its Customer Data.
•After the Retention Period, Contractor will, within a commercially reasonable amount of
time, disable the account and delete the customer data, including any cached or backup
copies.
History and log data will be available to customers in real-time for up to 2 years in production and 1 year
in non-production, unless otherwise specified. After 2 years, the history data will be archived and
retained for up to 7 years. This data will be provided to the customer upon request.
Frequently Asked Questions
Can Licensee track its storage usage on the Accela Cloud?
It's not currently possible to track storage usage in the Civic Platform application. However, Licensee
will receive a report detailing its data usage annually, at the time of renewal. Licensee can request this
information at any time outside of the renewal period by submitting a support case through Accela
Customer Support. When Licensee approaches the storage limit, it will receive monthly notifications
particularizing its storage usage.
What will happen if Licensee exceeds its storage limit?
If Licensee’s Accela Cloud instance exceeds the storage limit, it will receive notification and a
charge of one thousand ($1,000) per 500GB of usage will be billed at the time of subscription
Exhibit D
DocuSign Envelope ID: 7F3BAFEB-5DDD-424E-8620-FCEFF658F24F
20210723
renewal.
Can I increase my storage limit?
Yes. Storage limits can be increased by purchasing additional storage in blocks of 500GB at one
thousand dollars ($1,000) per year.
DocuSign Envelope ID: 7F3BAFEB-5DDD-424E-8620-FCEFF658F24F
EXHIBIT “E”
INSURANCE REQUIREMENTS
CONTRACTORS TO THE CITY OF PALO ALTO (CITY), AT THEIR SOLE EXPENSE, SHALL FOR THE TERM OF THE CONTRACT
OBTAIN AND MAINTAIN INSURANCE IN THE AMOUNTS FOR THE COVERAGE SPECIFIED BELOW, AFFORDED BY COMPANIES
WITH AM BEST’S KEY RATING OF A-:VII, OR HIGHER, AUTHORIZED TO TRANSACT INSURANCE BUSINESS IN THE
STATE OF CALIFORNIA.
AWARD IS CONTINGENT ON COMPLIANCE WITH CITY’S INSURANCE REQUIREMENTS SPECIFIED HEREIN.
REQUIRED TYPE OF COVERAGE REQUIREMENT
MINIMUM LIMITS
EACH
OCCURRENCE AGGREGATE
YES
YES
WORKER’S COMPENSATION
EMPLOYER’S LIABILITY
STATUTORY
STATUTORY
YES GENERAL LIABILITY, INCLUDING PERSONAL INJURY,
BROAD FORM PROPERTY DAMAGE BLANKET
CONTRACTUAL, PRODUCTS/COMPLETED
OPERATIONS AND FIRE LEGAL LIABILITY
BODILY INJURY
PROPERTY DAMAGE
BODILY INJURY & PROPERTY
DAMAGE COMBINED.
$2,000,000
$2,000,000
$2,000,000*
$2,000,000
$2,000,000
$2,000,000
YES TECHNOLOGY ERRORS AND OMISSIONS LIABILITY
COVERAGE. THE POLICY SHALL AT A MINIMUM
COVER PROFESSIONAL MISCONDUCT FOR THE
PERFORMANCE OF SERVICES DEFINED IN THE
CONTRACT AND SHALL ALSO PROVIDE COVERAGE
FOR THE FOLLOWING RISKS:
(i) NETWORK SECURITY LIABILITYARISING
FROM UNAUTHORIZED ACCESS TO, USE OF, OR
TAMPERING WITH COMPUTERS OR COMPUTER
SYSTEMS, INCLUDING HACKERS, EXTORTION, AND
(ii) LIABILITY ARISING FROM INTRODUCTION
OF ANY FORM OF MALICIOUS SOFTWARE
INCLUDING COMPUTER VIRUSES INTO, OR
OTHERWISE CAUSING DAMAGE TO THE CITY’S OR
THIRD PERSON’S COMPUTER, COMPUTER SYSTEM,
NETWORK, OR SIMILAR COMPUTER RELATED
PROPERTY AND THE DATA, SOFTWARE AND
PROGRAMS THEREON.
CONTRACTOR SHALL MAINTAIN IN FORCE DURING
THE FULL LIFE OF THE CONTRACT.
THE POLICY SHALL PROVIDE COVERAGE FOR
BREACH RESPONSE COSTS AS WELL AS
REGULATORY FINES AND PENALTIES AS WELL AS
CREDIT MONITORING EXPENSES WITH LIMITS
SUFFICIENT TO RESPOND TO THESE OBLIGATIONS.
ALL DAMAGES $2,000,000
per claim*
$2,000,000
DocuSign Envelope ID: 7F3BAFEB-5DDD-424E-8620-FCEFF658F24F
YES CYBER AND PRIVACY INSURANCE.
SUCH INSURANCE SHALL INCLUDE COVERAGE FOR
LIABILITY ARISING FROM COVERAGE IN AN
AMOUNT SUFFICIENT TO COVER THE FULL
REPLACEMENT VALUE OF DAMAGE TO,
ALTERATION OF, LOSS OF, THEFT, DISSEMINATION
OR DESTRUCTION OF ELECTRONIC DATA AND/OR
USE OF CONFIDENTIAL INFORMATION,
“PROPERTY” OF THE CITY OF PALO ALTO THAT
WILL BE IN THE CARE, CUSTODY, OR CONTROL OF
VENDOR, INFORMATION INCLUDING BUT NOT
LIMITED TO, BANK AND CREDIT CARD ACCOUNT
INFORMATION OR PERSONAL INFORMATION,
SUCH AS NAME, ADDRESS, SOCIAL SECURITY
NUMBERS, PROTECTED HEALTH INFORMATION OR
OTHER PERSONAL IDENTIFICATION INFORMATION,
STORED OR TRAMSITTED IN ELECTRONIC FORM.
ALL DAMAGES $2,000,000 $2,000,000
YES AUTOMOBILE LIABILITY, INCLUDING ALL OWNED,
HIRED, NON-OWNED, AS APPLICABLE.
BODILY INJURY
EACH PERSON
EACH OCCURRENCE
PROPERTY DAMAGE
BODILY INJURY AND PROPERTY
DAMAGE, COMBINED
$1,000,000
$1,000,000
$1,000,000
$1,000,000
$1,000,000
$1,000,000
$1,000,000
$1,000,000
$1,000,000
$1,000,000
YES THE CITY OF PALO ALTO IS TO BE NAMED AS AN ADDITIONAL INSURED: CONTRACTOR, AT ITS SOLE COST AND EXPENSE,
SHALL OBTAIN AND MAINTAIN, IN FULL FORCE AND EFFECT THROUGHOUT THE ENTIRE TERM OF ANY RESULTANT
AGREEMENT, THE INSURANCE COVERAGE HEREIN DESCRIBED, INSURING NOT ONLY CONTRACTOR AND ITS
SUBCONSULTANTS, IF ANY, BUT ALSO, WITH THE EXCEPTION OF WORKERS’ COMPENSATION, EMPLOYER’S LIABILITY AND
CYBER LIABILITY/TECHNOLOGY ERRORS & OMISSIONS, NAMING AS ADDITIONAL INSUREDS CITY, ITS COUNCIL MEMBERS,
OFFICERS, AGENTS, AND EMPLOYEES.
* These limits can be satisfied with a combination of primary General Liability and Umbrella/Excess policies.
I. INSURANCE COVERAGE MUST INCLUDE:
A. A CONTRACTUAL LIABILITY ENDORSEMENT PROVIDING INSURANCE COVERAGE FOR CONTRACTOR’S
AGREEMENT TO INDEMNIFY CITY.
II. CONTRACTOR MUST SUBMIT CERTIFICATES(S) OF INSURANCE EVIDENCING REQUIRED COVERAGE AT THE
FOLLOWING URL: https://www.planetbids.com/portal/portal.cfm?CompanyID=25569.
III.ENDORSEMENT PROVISIONS, WITH RESPECT TO THE INSURANCE AFFORDED TO “ADDITIONAL INSUREDS”
A. PRIMARY COVERAGE
WITH RESPECT TO CLAIMS ARISING OUT OF THE OPERATIONS OF THE NAMED INSURED, INSURANCE AS
AFFORDED BY THIS POLICY IS PRIMARY AND IS NOT ADDITIONAL TO OR CONTRIBUTING WITH ANY OTHER
INSURANCE CARRIED BY OR FOR THE BENEFIT OF THE ADDITIONAL INSUREDS.
B. CROSS LIABILITY
THE NAMING OF MORE THAN ONE PERSON, FIRM, OR CORPORATION AS INSUREDS UNDER THE POLICY SHALL
NOT, FOR THAT REASON ALONE, EXTINGUISH ANY RIGHTS OF THE INSURED 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
DocuSign Envelope ID: 7F3BAFEB-5DDD-424E-8620-FCEFF658F24F
1.IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR ANY REASON OTHER THAN THE NON-
PAYMENT OF PREMIUM, THE CONSULTANT SHALL PROVIDE CITY AT LEAST A THIRTY (30) DAY WRITTEN
NOTICE BEFORE THE EFFECTIVE DATE OF CANCELLATION.
2.IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR THE NON-PAYMENT OF PREMIUM, THE
CONSULTANT SHALL PROVIDE CITY AT LEAST A TEN (10) DAY WRITTEN NOTICE BEFORE THE EFFECTIVE
DATE OF CANCELLATION.
VENDORS ARE REQUIRED TO FILE THEIR EVIDENCE OF INSURANCE AND ANY OTHER RELATED NOTICES WITH THE CITY OF PALO ALTO AT THE FOLLOWING URL:
HTTPS://WWW.PLANETBIDS.COM/PORTAL/PORTAL.CFM?COMPANYID=25569
OR
HTTP://WWW.CITYOFPALOALTO.ORG/GOV/DEPTS/ASD/PLANET_BIDS_HOW_TO.ASP
DocuSign Envelope ID: 7F3BAFEB-5DDD-424E-8620-FCEFF658F24F
POLICY S
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POLICY AND PROCEDURES 1‐64/IT
Revised: December 2017
Page 2 of 8
The goals and objectives of the Policy are: (a) a safe, productive, and inoffensive work
environment for all users having access to the City’s applications and databases; (b) the
appropriate maintenance and security of database information assets owned by, or entrusted
to, the City; (c) the controlled access and security of the Information provided to the City’s staff
and third party contractors; and (d) faithful compliance with legal and regulatory requirements.
SCOPE
The Policy will guide the City’s staff and, indirectly, third party contractors, which are by
contract required to protect the confidentiality and privacy of the Information of the persons
whose personal information data are intended to be covered by the Policy and which will be
advised by City staff to conform their performances to the Policy should they enjoy conditional
access to that information.
CONSEQUENCES
The City’s employees shall comply with the Policy in the execution of their official duties to the
extent their work implicates access to the Information referred to in this Policy. A failure to
comply may result in employment and/or legal consequences.
EXCEPTIONS
In the event that a City employee cannot fully comply with one or more element(s) described in
this Policy, the employee may request an exception by submitting Security Exception Request.
The exception request will be reviewed and administered by the City’s Information Security
Manager (the “ISM”). The employee, with the approval of his or her supervisor, will provide
any additional information as may be requested by the ISM. The ISM will conduct a risk
assessment of the requested exception in accordance with guidelines approved by the City’s
Chief Information Officer (“CIO”) and approved as to form by the City Attorney. The Policy’s
guidelines will include at a minimum: purpose, source, collection, storage, access, retention,
usage, and protection of the Information identified in the request. The ISM will consult with the
CIO to approve or deny the exception request. After due consideration is given to the request,
the exception request disposition will be communicated, in writing, to the City employee and
his or her supervisor. The approval of any request may be subject to countermeasures
established by the CIO, acting by the ISM.
MUNICIPAL ORDINANCE
This Policy will supersede any City policy, rule, regulation or procedure regarding information
privacy.
RESPONSIBILITIES OF CITY STAFF
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POLICY AND PROCEDURES 1‐64/IT
Revised: December 2017
Page 3 of 8
A. RESPONSIBILITY OF CIO AND ISM
The CIO, acting by the ISM, will establish an information security management framework
to initiate and coordinate the implementation of information security measures by the
City’s government.
The City’s employees, in particular, software application users and database users, and,
indirectly, third party contractors under contract to the City to provide services, shall by
guided by this Policy in the performance of their job responsibilities.
The ISM will be responsible for: (a) developing and updating the Policy, (b) enforcing
compliance with and the effectiveness of the Policy; (c) the development of privacy
standards that will manifest the Policy in detailed, auditable technical requirements, which
will be designed and maintained by the persons responsible for the City’s IT environments;
(d) assisting the City’s staff in evaluating security and privacy incidents that arise in regard
to potential violations of the Policy; (e) reviewing and approving department‐specific
policies and procedures which fall under the purview of this Policy; and (f) reviewing Non‐
Disclosure Agreements (NDAs) signed by third party contractors, which will provide services,
including, without limitation, local or ‘cloud‐based’ software services to the City.
B. RESPONSIBILITY OF INFORMATION SECURITY STEERING COMMITTEE
The Information Security Steering Committee (the “ISSC”), which is comprised of the City’s
employees, drawn from the various City departments, will provide the primary direction,
prioritization and approval for all information security efforts, including key information
security and privacy risks, programs, initiatives and activities. The ISSC will provide input to
the information security and privacy strategic planning processes to ensure that information
security risks are adequately considered, assessed and addressed at the appropriate City
department level.
C. RESPONSIBILITY OF USERS
All authorized users of the Information will be responsible for complying with information
privacy processes and technologies within the scope of responsibility of each user.
D. RESPONSIBILITY OF INFORMATION TECHNOLOGY (IT) MANAGERS
The City’s IT Managers, who are responsible for internal, external, direct and indirect
connections to the City’s networks, will be responsible for configuring, maintaining and
securing the City’s IT networks in compliance with the City’s information security and
privacy policies. They are also responsible for timely internal reporting of events that may
have compromised network, system or data security.
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POLICY AND PROCEDURES 1‐64/IT
Revised: December 2017
Page 4 of 8
E. RESPONSIBILITY OF AUTHORIZATION COORDINATION
The ISM will ensure that the City’s employees secure the execution of Non‐Disclosure
Agreements (NDA), whenever access to the Information will be granted to third party
contractors, in conjunction with the Software as a Service (SaaS) Security and Privacy Terms
and Conditions. An NDA must be executed prior to the sharing of the Information of
persons covered by this Policy with third party contractors. The City’s approach to managing
information security and its implementation (i.e. objectives, policies, processes, and
procedures for information security) will be reviewed independently by the ISM at planned
intervals, or whenever significant changes to security implementation have occurred.
The CIO, acting by the ISM, will review and recommend changes to the Policy annually, or as
appropriate, commencing from the date of its adoption.
GENERAL PROCEDURE FOR INFORMATION PRIVACY
A. OVERVIEW
The Policy applies to activities that involve the use of the City’s information assets, namely,
the Information of persons doing business with the City or receiving services from the City,
which are owned by, or entrusted to, the City and will be made available to the City’s
employees and third party contractors under contract to the City to provide Software as a
Service consulting services. These activities include, without limitation, accessing the
Internet, using e‐mail, accessing the City’s intranet or other networks, systems, or devices.
The term “information assets” also includes the personal information of the City’s
employees and any other related organizations while those assets are under the City’s
control. Security measures will be designed, implemented, and maintained to ensure that
only authorized persons will enjoy access to the information assets. The City’s staff will act
to protect its information assets from theft, damage, loss, compromise, and inappropriate
disclosure or alteration. The City will plan, design, implement and maintain information
management systems, networks and processes in order to assure the appropriate
confidentiality, integrity, and availability of its information assets to the City’s employees
and authorized third parties.
B. PERSONAL INFORMATION AND CHOICE
Except as permitted or provided by applicable laws, the City will not share the Information
of any person doing business with the City, or receiving services from the City, in violation of
this Policy, unless that person has consented to the City’s sharing of such information
during the conduct of the City’s business as a local government agency with third parties
under contract to the City to provide services.
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C. METHODS OF COLLECTION OF PERSONAL INFORMATION
The City may gather the Information from a variety of sources and resources, provided that
the collection of such information is both necessary and appropriate in order for the City to
conduct business as a local government agency in its governmental and proprietary
capacities. That information may be gathered at service windows and contact centers as
well as at web sites, by mobile applications, and with other technologies, wherever the City
may interact with persons who need to share such formation in order to secure the City’s
services.
The City’s staff will inform the persons whose Information are covered by this Policy that
the City’s web site may use “cookies” to customize the browsing experience with the City of
Palo Alto web site. The City will note that a cookie contains unique information that a web
site can use to track, among others, the Internet Protocol address of the computer used to
access the City’s web sites, the identification of the browser software and operating
systems used, the date and time a user accessed the site, and the Internet address of the
website from which the user linked to the City’s web sites. Cookies created on the user’s
computer by using the City’s web site do not contain the Information, and thus do not
compromise the user’s privacy or security. Users can refuse the cookies or delete the cookie
files from their computers by using any of the widely available methods. If the user chooses
not to accept a cookie on his or her computer, it will not prevent or prohibit the user from
gaining access to or using the City’s sites.
D. UTILITIES SERVICE
In the provision of utility services to persons located within Palo Alto, the City of Palo Alto
Utilities Department (“CPAU”) will collect the Information in order to initiate and manage
utility services to customers. To the extent the management of that information is not
specifically addressed in the Utilities Rules and Regulations or other ordinances, rules,
regulations or procedures, this Policy will apply; provided, however, any such Rules and
Regulations must conform to this Policy, unless otherwise directed or approved by the
Council. This includes the sharing of CPAU‐collected Information with other City
departments except as may be required by law.
Businesses and residents with standard utility meters and/or having non‐metered monthly
services will have secure access through a CPAU website to their Information, including,
without limitation, their monthly utility usage and billing data. In addition to their regular
monthly utilities billing, businesses and residents with non‐standard or experimental
electric, water or natural gas meters may have their usage and/or billing data provided to
them through non‐City electronic portals at different intervals than with the standard
monthly billing.
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Businesses and residents with such non‐standard or experimental metering will have their
Information covered by the same privacy protections and personal information exchange
rules applicable to Information under applicable federal and California laws.
E. PUBLIC DISCLOSURE
The Information that is collected by the City in the ordinary course and scope of conducting
its business could be incorporated in a public record that may be subject to inspection and
copying by the public, unless such information is exempt from disclosure to the public by
California law.
F. ACCESS TO PERSONAL INFORMATION
The City will take reasonable steps to verify a person’s identity before the City will grant
anyone online access to that person’s Information. Each City department that collects
Information will afford access to affected persons who can review and update that
information at reasonable times.
G. SECURITY, CONFIDENTIALITY AND NON‐DISCLOSURE
Except as otherwise provided by applicable law or this Policy, the City will treat the
Information of persons covered by this Policy as confidential and will not disclose it, or
permit it to be disclosed, to third parties without the express written consent of the person
affected. The City will develop and maintain reasonable controls that are designed to
protect the confidentiality and security of the Information of persons covered by this Policy.
The City may authorize the City’s employee and or third party contractors to access and/or
use the Information of persons who do business with the City or receive services from the
City. In those instances, the City will require the City’s employee and/or the third party
contractors to agree to use such Information only in furtherance of City‐related business
and in accordance with the Policy.
If the City becomes aware of a breach, or has reasonable grounds to believe that a security
breach has occurred, with respect to the Information of a person, the City will notify the
affected person of such breach in accordance with applicable laws. The notice of breach will
include the date(s) or estimated date(s) of the known or suspected breach, the nature of
the Information that is the subject of the breach, and the proposed action to be taken or
the responsive action taken by the City.
H. DATA RETENTION / INFORMATION RETENTION
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The City will store and secure all Information for a period of time as may be required by law,
or if no period is established by law, for seven (7) years, and thereafter such information
will be scheduled for destruction.
I. SOFTWARE AS A SERVICE (SAAS) OVERSIGHT
The City may engage third party contractors and vendors to provide software application
and database services, commonly known as Software‐as‐a‐Service (SaaS).
In order to assure the privacy and security of the Information of those who do business with
the City and those who received services from the City, as a condition of selling goods
and/or services to the City, the SaaS services provider and its subcontractors, if any,
including any IT infrastructure services provider, shall design, install, provide, and maintain
a secure IT environment, while it performs such services and/or furnishes goods to the City,
to the extent any scope of work or services implicates the confidentiality and privacy of the
Information.
These requirements include information security directives pertaining to: (a) the IT
infrastructure, by which the services are provided to the City, including connection to the
City's IT systems; (b) the SaaS services provider’s operations and maintenance processes
needed to support the IT environment, including disaster recovery and business continuity
planning; and (c) the IT infrastructure performance monitoring services to ensure a secure
and reliable environment and service availability to the City. The term “IT infrastructure”
refers to the integrated framework, including, without limitation, data centers, computers,
and database management devices, upon which digital networks operate.
Prior to entering into an agreement to provide services to the City, the City’s staff will
require the SaaS services provider to complete and submit an Information Security and
Privacy Questionnaire. In the event that the SaaS services provider reasonably determines
that it cannot fulfill the information security requirements during the course of providing
services, the City will require the SaaS services provider to promptly inform the ISM.
J. FAIR AND ACCURATE CREDIT TRANSACTION ACT OF 2003
CPAU will require utility customers to provide their Information in order for the City to
initiate and manage utility services to them.
Federal regulations, implementing the Fair and Accurate Credit Transactions Act of 2003
(Public Law 108‐159), including the Red Flag Rules, require that CPAU, as a “covered
financial institution or creditor” which provides services in advance of payment and which
can affect consumer credit, develop and implement procedures for an identity theft
program for new and existing accounts to detect, prevent, respond and mitigate potential
identity theft of its customers’ Information.
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CPAU procedures for potential identity theft will be reviewed independently by the ISM
annually or whenever significant changes to security implementation have occurred. The
ISM will recommend changes to CPAU identity theft procedures, or as appropriate, so as to
conform to this Policy.
There are California laws which are applicable to identity theft; they are set forth in
California Civil Code § 1798.92.
NOTE: Questions regarding this policy should be referred to the Information Technology
Department, as appropriate.
Recommended: __________________________________ ________________
Director Information Technology/CIO Date
Approved: ___________________________________ _________________
City Manager Date
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EXHIBIT “G”
CYBERSECURITY TERMS AND CONDITIONS
In order to assure the privacy and security of the personal information of the City's customers and
people who do business with the City, including, without limitation, vendors, utility customers, library
patrons, and other individuals and companies, who are required to share such information with the City,
as a condition of receiving services from the City or selling goods and services to the City, including,
without limitation, the Software as a Service services provider (the "Consultant") and its subcontractors,
if any, including, without limitation, any Information Technology ("IT") infrastructure services provider,
shall design, install, provide, and maintain a secure IT environment, described below, while it renders
and performs the Services and furnishes goods, if any, described in the Statement of Work, Exhibit B,
to the extent any scope of work implicates the confidentiality and privacy of the personal information of
the City's customers. The Consultant shall fulfill the data and information security requirements (the
"Requirements") set forth in Part A below.
A "secure IT environment" includes (a) the IT infrastructure, by which the Services are provided to the
City, including connection to the City's IT systems; (b) the Consultant's operations and maintenance
processes needed to support the environment, including disaster recovery and business continuity
planning; and (c) the IT infrastructure performance monitoring services to ensure a secure and reliable
environment and service availability to the City. "IT infrastructure" refers to the integrated framework,
including, without limitation, data centers, computers, and database management devices, upon which
digital networks operate.
In the event that, after the Effective Date, the Consultant reasonably determines that it cannot fulfill the
Requirements, the Consultant shall promptly inform the City of its determination and submit, in writing,
one or more alternate countermeasure options to the Requirements (the "Alternate Requirements" as
set forth in Part B), which may be accepted or rejected in the reasonable satisfaction of the Information
Security Manager (the "ISM").
Part A.Requirements:
The Consultant shall at all times during the term of any contract between the City and the Consultant:
(a) Appoint or designate an employee, preferably an executive officer, as the security liaison to the
City with respect to the Services to be performed under this Agreement.
(b) Comply with the City's Information Privacy Policy:
(c) Have adopted and implemented information security and privacy policies that are documented,
are accessible to the City, and conform to ISO 27001/2 – Information Security Management
Systems (ISMS) Standards. See the following:
http://www.iso.org/iso/home/store/catalogue_tc/catalogue_detail.htm?csnumber=42103
http://www.iso.org/iso/iso_catalogue/catalogue_tc/catalogue_detail.htm?csnumber=50297
(d) Conduct routine data and information security compliance training of its personnel that is
appropriate to their role.
(e) Develop and maintain detailed documentation of the IT infrastructure, including software
versions and patch levels.
(f) Develop an independently verifiable process, consistent with industry standards, for performing
professional and criminal background checks of its employees that (1) would permit verification
of employees' personal identity and employment status, and (2) would enable the immediate
denial of access to the City's confidential data and information by any of its employees who no
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longer would require access to that information or who are terminated.
(g) Provide a list of IT infrastructure components in order to verify whether the Consultant has met
or has failed to meet any objective terms and conditions.
(h) Implement access accountability (identification and authentication) architecture and support
role-based access control ("RBAC") and segregation of duties ("SoD") mechanisms for all
personnel, systems, and Software used to provide the Services. "RBAC" refers to a computer
systems security approach to restricting access only to authorized users. "SoD" is an approach
that would require more than one individual to complete a security task in order to promote the
detection and prevention of fraud and errors.
(i) Assist the City in undertaking annually an assessment to assure that: (1) all elements of the
Services' environment design and deployment are known to the City, and (2) it has implemented
measures in accordance with industry best practices applicable to secure coding and secure IT
architecture.
(j) Provide and maintain secure intersystem communication paths that would ensure the
confidentiality, integrity, and availability of the City's information.
(k) Deploy and maintain IT system upgrades, patches and configurations conforming to current
patch and/or release levels by not later than one (1) week after its date of release. Emergency
security patches must be installed within 24 hours after its date of release.
(l) Provide for the timely detection of, response to, and the reporting of security incidents, including
on-going incident monitoring with logging.
(m) Notify the City within twenty-four (24) hour of detecting a security incident that results in the
unauthorized access to or the misuse of the City's confidential data and information.
(n) Inform the City that any third party service provider(s) meet(s) all of the Requirements.
(o) Perform security self-audits on a regular basis and not less frequently than on a quarterly basis,
and provide the required summary reports of those self-audits to the ISM on the annual
anniversary date or any other date agreed to by the Parties.
(p) Reserved.
(q) Cooperate with the City to ensure that to the extent required by applicable laws, rules and
regulations, and the Confidential Information will be accessible only by the Consultant and any
authorized third-party service provider's personnel.
(r) Perform regular, reliable secured backups of all data needed to maximize the availability of the
Services. Adequately encrypt the City of Palo Alto's data, during the operational process, hosted
at rest, and the backup stage at the Vendors' environment (including Vendor's contracting
organization's environment).
(s) Maintain records relating to the Services for a period of three (3) years after the expiration or
earlier termination of this Agreement and in a mutually agreeable storage medium. Within thirty
(30) days after the effective date of expiration or earlier termination of this Agreement, all of
those records relating to the performance of the Services shall be provided to the ISM.
(t) Maintain the Confidential Information in accordance with applicable federal, state, and local data
and information privacy laws, rules, and regulations.
(u) Encrypt the Confidential Information before delivering the same by electronic mail to the City
and or any authorized recipient.
(v) Provide Network Layer IP filtering services to allow access only from the City of Palo Alto's IP
address to the Vendor environment (primarily hosted for the City of Palo Alto).
(w) Offer a robust disaster recovery and business continuity (DR-BCP) solutions to the City for the
systems and services the Vendor provides to the City.
(x) Provide and support Single Sign-on (SSO) and Multifactor Authentication (MFA) solutions for
authentication and authorization services from the "City's environment to the Vendor's
environment," and Vendor's environment to the Vendor's cloud services/hosted environment."
The Vendor shall allow two employees of the City to have superuser and super-admin access
to the Vendor's IT environment, and a cloud-hosted IT environment belongs to the City.
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(y) Unless otherwise addressed in the Agreement, shall not hold the City liable for any direct,
indirect or punitive damages whatsoever including, without limitation, damages for loss of use,
data or profits, arising out of or in any way connected with the City's IT environment, including,
without limitation, IT infrastructure communications.
(z) The Vendor must provide evidence of valid cyber liability insurance policy per the City’s
EXHIBIT “E” INSURANCE REQUIREMENTS.
Part B.Alternate Requirements:
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Statement of Work
City of Palo Alto, CA
Accela Premium Citizen Experience (PCE) Connector Configuration
July 25, 2023
Version 1
Accela, Inc.
2633 Camino Ramon
Suite 120
San Ramon, CA 94583
Tel: 925-659-3200
SOW expires on 10/31/2023
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TABLE OF CONTENTS
DOCUMENT CONTROL .................................................................................................................................................................... 3
INTRODUCTION ................................................................................................................................................................................ 4
SUMMARY ......................................................................................................................................................................................... 4
WORK DETAILS 4
ADMINISTRATION ............................................................................................................................................................................. 5
PROJECT TIMELINE ERROR! BOOKMARK NOT DEFINED.
PROJECTS PUT ON HOLD AND AGENCY DELAYS ERROR! BOOKMARK NOT DEFINED.
PAYMENT TERMS 5
EXPENSES 6
CONTRACT SUM 6
CHANGE ORDERS 6 EXPIRATION 6
DISCLAIMERS 7
ASSUMPTIONS ................................................................................................................................................................................. 7
GENERAL SCOPE ASSUMPTIONS 7
ACCELA TECHNICAL ASSUMPTIONS 8
SIGNATURES .................................................................................................................................................................................... 9
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DOCUMENT CONTROL
Date Author Version Change Reference
07/25/2023 MParthum 1.0 SOW Updates
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INTRODUCTION
This Statement of Work (“SOW”) dated 07/25/2023 sets forth the scope and definition of the project-based
professional services (collectively, the “Services”) to be provided by Accela, Inc., its affiliates and/or agents
(“Accela”) to City of Palo Alto, CA. (“Agency” or “Customer”).
This SOW is governed by the Accela Consulting Services Policy found at www.accela.com/terms.
Notwithstanding anything to the contrary, Accela is not assigning or licensing any intellectual property to
Customer under this SOW.
SUMMARY
This document outlines the configuration for the Accela Premium Citizen Experience (PCE) powered by
OpenCities which provides a standard look and feel for all areas of your branded department website
including specific workflows for services. We are intent on delivering a webpage that lives within the
constructs of the current Agency website to serve as a Departmental Portal and delivers a unique, seamless
integration between government websites, forms, and transactional online services (i.e. Accela Civic
Platform) to unify and simplify the user experience for citizens.
WORK DETAILS
This section details the deliverables that will be performed by Accela Professional Services.
Project Management
Project management will be required for scheduling, planning, coordination and communication. Project
management hours will be deducted from the total hours contracted.
Description Tasks
Design, Configuration, &
Training
• Branding and Data Premium Citizen Experience integration
consulting
• Accela Integration training and consultation
DESIGN, CONFIGURATION, & TRAINING – ACCELA
Accela Premium Citizen Experience Branding and Data Integration Configuration – Configuration will be
done in global settings in ACA. Specifically, the global settings will include configuration of the “Site Brand
Builder” section. Standard choices will be configured as part of the branding integration. Up to two service
workflow integrations will be made by the Accela team as a training exercise for both the branding and
data integration. The API keys and URLs will be made in the ACA global settings section, “Third Party Data
Integrations” and OpenForms settings to allow the data integration. Login/Logout settings will be made
with copies of the necessary scripts.
Integration Training – Training the core components of the Accela Citizen Access integrations features.
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Accela Data and Branding Integration Training – Accela will provide one (1) hour remote training session
to the Agency Accela administration team on how to administer the integration features of the Premium
Citizen Experience powered by OpenCities. This will empower the Agency to create their migration checklist
to move their Accela non-production configuration to Accela production when they are ready to publish
the OpenCities platform content.
•Enabling the Branding integration
•Service page workflow integrations
•Import of sample Landing, General/Embed, and Service Pages
o One Landing page for 3 Accela Solutions – Building, Planning, Fire
o General/Embed pages for Manage my Records and Search Records
o Two services pages for 3 Accela Solutions for two Civic Application record types – Building,
Planning, Fire
o Creation of any additional pages and design of those pages are the responsibility of the
agency.
•Sharing of sample forms for Accela Civic Applications related to the data integration for two record
types to be copied into Agency OpenForms instance
o Creation of any additional forms and design of those forms are the responsibility of the
agency.
•Enabling the data integration
•Logon/logout setup
ADMINISTRATION
PROJECT TIMELINE
The project is estimated to take 3 months. The project will start after the client's SaaS upgrade is complete.
PROJECT COMPLETION
Upon completion of the work defined above, this contract will be closed.
Accela will not (i) exceed the total estimate amount without the prior approval of Customer and/or (ii)
continue to provide Services, after the total estimate has been reached, without the prior authorization of
Customer. Should there be changes to the scope, timeline or resources that increases the hours or costs
needed to complete the Project, a Change Order may be required prior to project continuation.
PROJECTS PUT ON HOLD
It is understood that sometimes Agency priorities are revised requiring the Agency to place the Accela
implementation on hold. The Agency must send a formal written request sent to Accela to put the project
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on hold. Delays of 2 weeks or more that have a tangible impact to Accela’s resource plan are subject to
change order.
If an Agency-based delay puts the project on hold for more than 90 days, Accela reserves the right to
terminate the contract and negotiate new terms. If an Agency-based delay puts the project on hold past
the termination period, Accela reserves the right to terminate the contract at the time of the delay. After
that time, Accela can choose to cancel the rest of the Statement of Work. To finish the project will require
a new Statement of Work at new pricing.
PAYMENT TERMS
Accela will perform the Services on a T&M payment basis. Payments will be based on: (i) the nature and
scope of the Services outlined, (ii) the expected staffing requirements, (iii) the Project Schedule, (iv)
Accela’s and Customer’s roles and responsibilities, and (v) the other assumptions as set forth in this SOW.
The 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.
Description Detail Hours Rate Cost Discounted
Price
Design,
Configuration, &
Training
• Branding and Data Premium
Citizen Experience
configuration
• Accela Integration training
and consultation
80 $250.00 $20,000.00 $0.00
Total $0.00
EXPENSES
There is no provision for travel expenses or travel time in this SOW because Agency does not need any
onsite resources. Travel to the Agency will not be conducted unless a Change Order, inclusive of travel
expense terms and conditions, is signed prior to travel commencing to cover the cost of the travel.
CONTRACT SUM
The total amount payable under this SOW, as calculated for the above-mentioned fees is $0.00
The project is expected to take 80 hours. The Hourly Rate is $250 per hour discounted to $0. The
total estimated amount payable under this SOW, as calculated from the above-mentioned fees, is
$0. This estimated price is based on the information available at time of signing and the
assumptions, dependencies and constraints, and roles and responsibilities of the Parties, as stated in
this SOW.
CHANGE ORDERS
In order to make a change to the scope of Professional Services in this SOW, and subject to the Disclaimers
below, Agency must submit a written request to Accela specifying the proposed changes in detail. Accela
will 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 will continue
performing the Professional Services in accordance with the SOW until the parties agree in writing on the
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change in scope of work, scheduling, and fees therefore. Any Change Order will 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 will
be signed by Accela and Agency prior to commencing any activities defined in the change order. Standard
blended rate for Accela resources is $250 per hour.
EXPIRATION
The scope and terms of this SOW must be executed as part of the Order executed between Accela and
Agency on or before 10/31/2023. If the SOW is not executed within that timeframe, the current scope and
terms can be renegotiated.
DISCLAIMERS
Accela makes no warranties in respect of its Services described in this SOW except as set out in the
Consulting Services Policy. Any configuration of or modification to the Product that can be consistently
supported by Accela via APIs, does not require direct database changes and is capable of being tested and
maintained by Accela will be considered a “Supported Modification”. Accela’s obligations and warranties
in respect of its Services, Products, and maintenance and support, as set out the agreement between
Accela and Agency, does not extend outside the Supported Modifications or to any Agency manipulation
of implemented scripts, reports, interfaces and adaptors.
In the event Agency requires significant work beyond the scope of the included configuration and
onboarding services, Accela may request that Agency separately engages Accela’s Professional Services
organization to complete the out-of-scope services. In such instance, a separate proposal and statement
of work for the additional services will be drawn up and agreed between the parties.
ASSUMPTIONS
GENERAL SCOPE ASSUMPTIONS
•Any coding or integrations not specifically described in this document are not in scope.
•Development of test scripts are not in scope of Accela Services.
•Development of custom training materials are not in scope of Accela Services.
NOT IN SCOPE
•Scripting – EMSE, batch, or pageflow
•Configuration of custom fields and custom lists
•Configuration of document groups/types
•Configuration of pageflows
•Reporting
•Online payments
•Support ticket or Case Management
•Data Conversions
•Custom Application Development
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•Interface Development to other 3rd party applications
•Content migration
•Information Architecture of website structure
ACCELA TECHNICAL ASSUMPTIONS
•The Customer will have to be deployed to Accela SaaS before the Premium Citizen Experience can
be applied to their solution.
•The Customer will have to have their OpenCities theme published before the Premium Citizen
Experience can be applied to their solution.
•Agency will select/purchase/acquire the appropriate third-party software prior to the Project Start
Date. In the event third party software is not available and provisioned by Project Start Date, a
change order may be needed to cover delays in project work.
•Agency is live with Accela Citizen Access and is taking application submittals.
•If an Agency has a custom wrapper or is using Brand Builder that those will be replaced with the
Accela Premium Citizen Experience powered by OpenCities.
•The implementation is done remotely.
•There is no content migration from the previous website, CMS, or forms product(s).
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SIGNATURES
This Statement of Work is agreed to by Accela and Agency and made effective upon the date of last
signature. If undated by Agency, the effective date will be as of the Accela signature hereto.
ACCELA, INC. City of Palo Alto, CA
Authorized Signature Authorized Signature
Name - Type or Print Name - Type or Print
Title Title
Date Date
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Chief Legal Officer
9/5/2023
Aaron Haggarty
Fixed Price Statement of Work Page 1 of 9
Proprietary and Confidential
Statement of Work
Palo Alto, CA
Strategic Assessment
8/2/2023
Version 1.0
Accela, Inc.
2633 Camino Ramon
Suite 120
San Ramon, CA 94583
Tel: 925-659-3200
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Proprietary and Confidential
TABLE OF CONTENTS
TABLE OF CONTENTS ..................................................................................................................................................................... 2
DOCUMENT CONTROL .................................................................................................................................................................... 3
INTRODUCTION ................................................................................................................................................................................ 4
OVERVIEW ............................................................................................................................................................................................ 4
SCOPE OF SERVICES ...................................................................................................................................................................... 4
WORK DESCRIPTION ............................................................................................................................................................................. 4
OUT OF SCOPE ................................................................................................................................................................................. 6
PROJECT ASSUMPTIONS ............................................................................................................................................................... 6
GENERAL PROJECT ASSUMPTIONS .................................................................................................................................................. 6 PROJECT TIMELINE ......................................................................................................................................................................... 6
PROJECT COMPLETION ........................................................................................................................ ERROR! BOOKMARK NOT DEFINED.
PROJECTS PUT ON HOLD .............................................................................................................. ERROR! BOOKMARK NOT DEFINED.
PAYMENT TERMS ................................................................................................................. ERROR! BOOKMARK NOT DEFINED.
PAYMENT SCHEDULE ..................................................................................................................... ERROR! BOOKMARK NOT DEFINED. EXPENSES ....................................................................................................................................... ERROR! BOOKMARK NOT DEFINED.
CONTRACT SUM................................................................................................................................... ERROR! BOOKMARK NOT DEFINED.
ADMINISTRATION ................................................................................................................. ERROR! BOOKMARK NOT DEFINED.
CHANGE ORDERS ........................................................................................................................... ERROR! BOOKMARK NOT DEFINED.
EXPIRATION ..................................................................................................................................... ERROR! BOOKMARK NOT DEFINED. DISCLAIMERS....................................................................................................................................... ERROR! BOOKMARK NOT DEFINED.
SIGNATURES .................................................................................................................................................................................... 8
APPENDIX A: CHANGE ORDER FORM........................................................................................................................................... 9
SIGNATURE AND ACCEPTANCE ............................................................................................................................................................... 9
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DOCUMENT CONTROL
Date Author Version Change Reference
08/02/2023 B Jacobs 1.0 SOW Created
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INTRODUCTION
OVERVIEW
This Statement of Work (“SOW”) dated as of the last date of signature below sets forth the scope and
definition of the project-based professional services (collectively, the “Services”) to be provided by Accela,
Inc. and Palo Alto, CA (“Agency” or “Customer”).
This SOW is governed by the Accela Consulting Services Policy found at www.accela.com/terms.
Notwithstanding anything to the contrary, Accela is not assigning or licensing any intellectual property to
Customer under this SOW.
SCOPE OF SERVICES
This document captures the configuration analysis Palo Alto, CA has and and provides visibility into how
Accela will perform an assessment of your solution.
•Intake (including Citizen Access portal)
•Plan Review
•Fees and Permit Issuance
•Inspections
•Automation Scripting Optimization
•Standardization of Process and Workflow
•Data Cleansing
•Back-Office User Personalization
•Data Standardization
•Integration Optimization
•Reports
•Mobile Usage
WORK DESCRIPTION
The Success team would start by requesting a quick 30-minute call with the customer that is leading the
Success Visit to make sure we all understand the process, needs, and agency background.
While we are getting this meeting in place below is a brief outline of the types of meetings we normally
have with agencies. These are generalized and we can add more time or reduce the number of meetings
based on your feedback. Please use the below as a guide to help me understand who and how many
meetings we should have. When thinking about how to break up the teams, it is best to break up
inspectors and back-office SME’s since they normally interact with different parts of the product.
The Success Team will then deliver a findings and recommendations document that can be leveraged to
develop a plan to address the issues identified.
Business Stakeholders (Division Heads this can be one or multiple meetings)
1 – 1 ½ hour meeting
Goals – Stakeholders
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Introduce the Assessment Program initiative concept to the business leadership.
Gain the business’ perspective on the system’s history, performance, and health.
Focusing specifically on:
Existing business challenges, causes, and impacts.
5-year future vision and needs for the system.
Discover and document key concerns and business drivers that may need to be
considered in the SaaS business case, proposal, and high-level project plan.
It is critical these sessions are attended by leadership who can speak to the tangible
business impacts in terms of revenue capture, citizen optics, executive optics, etc.
*** **these are not technical meetings. Often this will require Director-level or
above. ***
Accela Deliverables
Lead meetings with each business leadership stakeholder; virtual or in person0
Provide experienced Accela leadership to attend to ensure customary business card
matching.
Agency Responsibilities
Identify and schedule key business leadership stakeholders.
Identify agency representative(s) to attend meetings and participate as desired.
IT Department
1 - 2-hour meeting
Technical Discovery
Goals
Technical Q and A and additional knowledge transfer with agency and Accela
Analyze the key technical areas of the existing system, including but not limited to:
Interfaces
Reports
Custom Scripts
Batch jobs
Technical Discovery activities may be modified based upon lessons learned and
agency priorities
Accela Deliverables
Lead the requests-for-information and technical breakout sessions
Summary of remediation that would be required
Agency Responsibilities
Identify and schedule attendees
SME’s / users (Permitting, Zoning, Code Enforcement, etc).
2 hour meeting
Subject Matter Expert Discovery
Goals
Recap pain points that were discovered during the business leadership
sessions. Gain SME deeper dive perspective.
Discover any additional SME pain points and perspectives to inform business
case. Focusing on both infrastructure and application-level perspectives for the
back office, citizen facing, and mobile applications.
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Accela Deliverables
Accela lead meeting with each SME or group; onsite
Agency Responsibilities
Identify SMEs who possess knowledge of critical workflows and processes and
can provide software demonstrations of functionality as needed
Accela will come onsite for up to 2 days to execute this project.
OUT OF SCOPE
•Upgrades
•Configuration
•Development
PROJECT ASSUMPTIONS
GENERAL PROJECT ASSUMPTIONS
•When the project team works onsite at an Agency facility, suitable workspace will be provided and
equipped with appropriately functional and network access to and connectivity with all systems,
networks, and data as necessary to perform the project. Agency will also provide necessary security
badges, parking passes as required.
•Agency will provide the necessary tools, accounts, and permissions that will enable Accela to access
the Agency’s internal network for remote installation and testing. This access must be provided
through industry standard tools such as Virtual Private Network (VPN).
•Make available the appropriate key Agency users for the review.
•Provide timely and appropriate responses to Accela’s requests for information
PROJECT TIMELINE
The project is estimated to take 4 weeks. The projected start date for the Project is forty-five (45) calendar
days after mutual acceptance and signature of this SOW.
PROJECTS PUT ON HOLD AND AGENCY DELAYS
It is understood that sometimes Agency priorities are revised requiring the Agency to place the Accela
implementation on hold. The Agency must send a formal written request to Accela to put the project on
hold. Delays of two (2) weeks or more that have a tangible impact to Accela’s resource plan are subject to
change order.
If an Agency-based delay puts the project on hold for more than 90 days, Accela reserves the right to
terminate the contract and negotiate new terms. If an Agency-based delay puts the project on hold past
the termination period, Accela reserves the right to terminate the contract at the time of the delay. After
that time, Accela can choose to cancel the rest of the Statement of Work. To finish the project will require
a new Statement of Work at new pricing at the standard rates.
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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. Accela cannot guarantee a Project Start Date until Accela resources are confirmed.
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 standard rates.
PAYMENT TERMS
Accela will perform the Services on a monthly progress payment basis. 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 out monthly.
Monthly Progress Payments Price
Contract Signing $0
Month 1 $0
TOTAL SERVICES COST $0
Payments are due net 30 of the invoice date.
EXPENSES
The overall fee listed in the Payment Terms section is inclusive of expenses. The Agency will not be billed
for travel expenses or travel time. The Agency will not receive expense reports or receipts.
CONTRACT SUM
The total amount payable under this SOW, is $0, including expenses.
The estimated fees for this SOW are predicated on the timely completion of Project milestones. However,
should completion of milestones slip due to actions or inactions 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 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 (3) business days of delivery to avoid a halt of work on the Project.
CHANGE ORDERS
In order to make a change to the scope of the Services in this SOW, and subject to the Disclaimers below,
Agency must submit a written request to Accela specifying the proposed changes in detail. Accela will
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 Change Order, based on the standard rate for Accela resources of
$250 per hour. Accela will continue performing the Services in accordance with the SOW until the parties
agree in writing on the change in scope of work, scheduling, and fees. If Accela’s effort changes, such as
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changes to the baseline schedule, roles, responsibilities, assumptions, or scope, 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 must be agreed to by Accela and Agency prior to commencing any activities
defined in the change order.
EXPIRATION
The scope and terms of this SOW must be executed by 9/30/2023. If the SOW is not executed within that
timeframe, the current scope and terms can be renegotiated.
DISCLAIMERS
Accela makes no warranties in respect of its Services described in this SOW except as set out in the
Agreement. Any configuration of or modification to the Product that can be consistently supported by
Accela via APIs, does not require direct database changes and is capable of being tested and maintained
by Accela will be considered a “Supported Modification”. Accela’s obligations and warranties in respect of
its Services, Products, and maintenance and support, as set out the agreement between Accela and Agency,
does not extend outside the Supported Modifications or to any Agency manipulation of implemented
scripts, reports, integrations and adaptors.
In the event Agency requires significant work beyond the scope of the included configuration and
onboarding services, Accela may request that Agency separately engages Accela’s Services organization to
complete the out-of-scope services. In such instance, a separate proposal and statement of work for the
additional services will be drawn up and agreed between the parties.
SIGNATURES
This Statement of Work is agreed to by the parties and made effective upon the date of last signature. If
undated by Agency, the effective date will be as of the Accela signature hereto.
ACCELA, INC. Palo Alto, CA
Authorized Signature Authorized Signature
Name - Type or Print Name - Type or Print
Title Title
Date Date
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9/5/2023
Chief Legal Officer
Aaron Haggarty
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APPENDIX A: CHANGE ORDER FORM
Agency: CO #:
Project Code: Date:
Contract ID:
Initiating Department:
Initiated By:
A. PROJECT CHANGE DESCRIPTION/TASK SUMMARY:
1. [Description of Change #1 – Issue details/scope impact, add as many as needed]
•Schedule impact:
•Resource impact:
•Cost impact:
2.Etc.
Total Project Schedule Impact: [Enter]
Total Project Resource Impact: [Enter] Total Project Cost Impact: [Enter]
B. BILLING TERMS:
Please describe the method by which Accela may bill the customer. Typically for CO’s this is T&M.
C. EXPIRATION:
If this is a CO for a bucket of T&M hours there needs to be an expiration date
SIGNATURE AND ACCEPTANCE
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
supersedes all other documents and discussions regarding this subject matter.
Accepted By: Accepted By:
Accela, Inc.
By: By:
Print Name: Print Name:
Title: Title:
Date: Date:
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