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HomeMy WebLinkAboutContract 51013 CITR Y SECETARY Ir CnNTR,gCT l�fp. J`J1 -6 NIS ACCELA ON-PREMISE LICENSE&SUPPORT AGREEMENT cSFiIs Master License Agreement ("MLA" or "Agreement") is entered into by and between Accela, Inc. a California corporation with a principal place of business at 2633 Camino Ramon, Suite 500, Bishop Ranch, San Ramon, California 94583 ("Accela")and Fort Worth,Texas with a principal place of business at 200 Texas Street, Fort Worth,TX 76102 ("Customer"). Purchase or use of the Software (defined below) is subject to this Accela On-Premise Software License & Support Agreement (this "Agreement"). This Agreement shall become effective (the "Effective Date") upon the date this Agreement is signed by both parties. I. Software License 1.1. License Grant. The Accela software products ("Software") purchased by Customer under this Agreement, as listed in Customer's order form or a master agreement to which this Agreement is incorporated,are protected under the laws of the United States and the individual states and by international treaty provisions. Accela retains full ownership in the Accela Software and grants to Customer a nonexclusive, nontransferable, non-sublicensable right and license to use the Software for internal business purposes only and for the quantity of units as designated in the ordering document(s) use to purchase the Software ("Order Form"). Each Order Form will form part of this Agreement.The Software will be delivered or made available to Customer for electronic download from Accela's File Transfer Protocol ("FTP") site. For purposes hereof, the "License Term" begins on the date Accela delivers the Software license keys to the Customer and extends for the period specified in the applicable Order Form (unless earlier terminated in accordance with this Agreement). Customer is liable to Accela for any losses incurred as the result of unauthorized reproduction or distribution of the Software which occur while the Software is in Customer's possession or control. 1.2. Restrictions on Use. Except as otherwise expressly provided in this Agreement, Customer shall not (and shall not permit any third party to). (a) Sublicense,sell,resell,transfer,assign,distribute, share,lease,make any external commercial use of,outsource, use on a timeshare or service bureau basis,or use in an application service provider or managed service provider environment,or otherwise generate income from software; (b) obscure,alter,or remove any confidentiality or proprietary rights notices contained in the Software or any documentation related thereto; (c) cause the decompiling, disassembly, or reverse engineering of any portion of the Software, or attempt to discover any source code or other operational mechanisms of the Software (except where such restriction is expressly prohibited by law without the possibility of waiver,and then only upon prior written notice to Accela); (d) modify, adapt, translate or create derivative works based on all or any part of the Software; (e) use any third-party software provided with the Software other than the Software; (f) modify any proprietary rights notices that appear in the Software or components thereof; (g) use any Software in violation of any applicable laws and regulations;or (h) use the Software to (1) store, download or transmit infringing, libelous, or otherwise unlawful or tortious material, or malicious code or malwar engage in phishing, OFFICIAL RECORD Addendum to Software License Agreement CI Page 1 of 17 cr WORTH,Tx i spamming, denial-of-service attacks or other fraudulent or criminal activity, (3) interfere with or disrupt the integrity or performance of third party systems,or the Software or data contained therein,or(4)attempt to gain unauthorized access to the Software. 1.3. The Software may be installed on one or more computers but may not be used by more than the number of users for which the Customer has named user licenses. The Software is deemed to be in use when it is loaded into memory in a computer, regardless of whether a user is actively working with the Software. Accela may audit Customer's use of the Software to ensure that Customer has paid for an appropriate number of licenses. Should the results of any such audit indicate that Customer's use of the Software exceeds its licensed allowance, Customer agrees to pay all costs of its overuse, retroactive to the date of non-compliance, based on Accela's (or its authorized partner's) then-current pricing. Any assessed costs for overuse will be due and payable by Customer upon assessment. Customer agrees that Accela's assessment of overuse costs pursuant to this section is not a waiver by Accela of any other remedies available to Accela in law and equity for Customer's unlicensed use of the Software. 1.4. if a third-party product is sold by Accela pursuant to this Agreement, it shall be licensed pursuant to the terms and conditions of the manufacturer of the product, which may be in addition to or superseding the terms and conditions of the foregoing license. 2. Maintenance and Support. "Support" is defined as Accela's obligations to respond to support requests as described in Exhibit A. "Maintenance" is defined as Accela's obligations related to error resolution, bug fixes,and the provision of Software updates and upgrades made generally commercially available to Accela in its sole discretion, as all described in Exhibit A ("Update"). All updates will be delivered or made available to Customer for electronic download from Accela's FTP site or via such other delivery method as agreed to by the Parties in writing. Subject to the Customer's payment of the fees set forth in the applicable Order Form(s), Accela will provide Maintenance and Support for the Software. For time-limited licenses of the Software (as set forth in the Order Form, "Term License"), the fees for Maintenance and Support are included in the fees for the Software. For Perpetual licenses, (i) Accela shall invoice Customer the applicable fees for Maintenance and Support ("Maintenance and Support Fees") upon execution of the Order Form, and (ii) subject to payment of the Maintenance and Support Fees,Accela will provide Support for the Maintenance and Support period set forth in the Order Form, as it may be renewed lithe "Maintenance and Support Term). If Maintenance and Support terminates with respect to any perpetual licenses and the Customer is in good standing under this Agreement, the Customer may reinstate Maintenance and Support on payment of the cumulative Maintenance and Support Fees applicable for the period during which Maintenance and Support lapsed, plus Maintenance and Support Fees for the reinstated Maintenance and Support Term. Notwithstanding anything herein to the contrary, if Customer receives Support from an authorized partner of Accela ("Partner"), then the support terms agreed upon by Customer and such Partner shall govern in lieu of those set forth in Exhibit A,and Accela shall have no support obligations to Customer. 2.1.Limitations. The following Accela services are not covered by this Agreement as part of the Support Services; however,they may be separately available at rates and on terms which may vary from those described herein: (a) Services required due to misuse of the Accela-maintained Software; (b) Services required due to Software corrections, customizations, or modifications not developed or authorized by Accela; Addendum to Software License Agreement Page 2 of 17 (c) Services required by Customer to be performed by Accela outside of Accela's usual working hours; (d) Services required due to external factors including, but not necessarily limited to, Customer's use of software or hardware not authorized by Accela; (e) Services required due to the operation of interfaces between the Accela-maintained Software and other software products or systems, even where such interfaces were provided or implemented by Accela; (f) Services required to resolve or work-around conditions which cannot be reproduced in Accela's support environment; (g) Services which relate to tasks other than maintenance and support of Customer's existing implementation and configuration of the Accela-maintained software products including, but not necessarily limited to, enhancing or adapting such products for specific operating environments; (h) Services requested by Customer to implement software updates provided by Accela pursuant to this Agreement;and (i) New or additional applications, modules, or functionality released by Accela during the term of this Agreement. 2.2.Sup2ort Commitment. Accela will commence and complete the Support Services described in this Agreement in a good and workmanlike manner, consistent with the practices and standards of care generally-accepted within and expected of Accela's industry, to ensure that the operation of the maintained software products does not materially differ from documented specifications, available at httl2s:/.Iaccela.box.com/SoftwareSpec5 (which URL and content may be updated by Accela from time to time) ("Specifications"). Accela may make repeated efforts within a reasonable time period to resolve maintenance requests. When a maintenance request cannot be resolved, Customer's exclusive remedy will be repair or replacement,as determined by Accela 2.3.Customer Obligations As required, Customer will provide Accela or its authorized partner with appropriate access to Customer's facilities, data systems, and other resources. If security restrictions impair such access,Customer acknowledges that some Support Services hereunder may not be provided to Customer. It is Customer's sole responsibility to maintain current backup copies of its data and of its implementation of the Software. If Customer's failure to create proper backups substantially increases the difficulties of any remedial actions by Accela hereunder, Accela reserves the right to charge Customer for any extra work reasonably-attributable to such increased difficulty, as calculated at Accela's then-current time-and-materials rates. 2.4.Proprietary Rights The remedial methods, software updates,and product information provided to Customer pursuant to this Agreement are protected under the laws of the United States and the individual states and by international treaty provisions. Accela retains full ownership in such items and grants to Customer a limited, nonexclusive, nontransferable license to use the items, subject to the terms and conditions of this Agreement and other agreements between Customer and Accela or its authorized partner. Customer acknowledges that the rights granted under this Agreement, as they pertain to Maintenance and Support and to the Software license, do not provide Customer with title to or ownership of the Software. 3. Payment Terms 3.1.Pricing. Customer will be invoiced for those amounts and at those prices set forth in an Order Form (an "Invoice"). Fees do not include any customization of the Software (nor support for any such Addendum to Software License Agreement Page 3 of 17 customizations, unless otherwise agreed in writing). If Customer's usage of the Software is in excess of those amounts set forth in the Order Form, Customer may be billed for those averages. Customer acknowledges that purchases under this Agreement are neither contingent on the delivery of any future functionality or features nor dependent on any oral or written public comments made by Accela regarding future functionality or features. 3.2. Payments. Customer shall pay Invoices within thirty (30) days of the invoice date lithe "Invoice Due Date"). All payment obligations are non-cancelable and all amounts paid are non-refundable, except for amounts paid in error that are not actually due under this Agreement. The fees paid by Customer are exclusive of all taxes, levies,or duties imposed by taxing authorities, if any, and Customer shall be responsible for payment of all such taxes, levies, or duties, excluding taxes based on Accela's income. Accela shall have no responsibility for any Invoices that are not received due to inaccurate or missing information provided by Customer. Customer shall pay interest on all payments not received by the Invoice Due Date at a rate of one and a half percent (1.5%) per month or the maximum amount allowed by law, whichever is lesser.All amounts due under this Agreement shall be paid by Customer in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law). If requested by Accela,Customer will obtain and furnish to Accela tax receipts or other certificates issued by the competent taxation office showing the payments of the withholding tax within a reasonable time after payment. Following notice, Accela shall be entitled to suspend Customer's access to the Software if payments are not received within thirty (30) days of the Invoice Due Date. Maintenance and Support Fees will be subject to an automatic annual increase by not more than five percent (5%) of the prior year's Maintenance and Support Fees. Notwithstanding anything herein to the contrary, if Customer makes its payments pursuant to this Agreement to a Partner, then the payment terms agreed by Customer and such Partner shall govern to the extent anything in this Section 3 conflicts with such Partner payment terms. 4. Confidentiality 4.1.Definitions. "Disclosing Party" and "Recipient" refer respectively to the party which discloses information and the party to which information is disclosed in a given exchange. "Confidential information" means all disclosed information relating in whole or in part to non-public data, proprietary data compilations,computer source codes,compiled or object codes, scripted programming statements, byte codes or data codes, entity-relation or workflow diagrams, financial records or information, client records or information, organizational or personnel information, business plans, or works-in-progress, even where such works, when completed, would not necessarily comprise Confidential information. The foregoing listing is not intended by the Parties to be comprehensive, and any information which Disclosing Party marks or otherwise designates as "Confidential" or "Proprietary" will be deemed and treated as Confidential Information. Information which qualifies as "Confidential Information" may be presented to Recipient in oral, written, graphic, and/or machine-readable formats. Regardless of presentation format,such information will be deemed and treated as Confidential information. 4.2. Notwithstanding the foregoing, the following specific classes of information are not "Confidential Information" within the meaning of this Section: (a) information which is in Recipient's possession prior to disclosure by Disclosing Party; (b) information which is available to Recipient from a third party without violation of this MLA or Disclosing Party's intellectual property rights; (c)information which is in the public domain at the time of disclosure by Disclosing Party, or which enters the public domain from a source other than Recipient after disclosure by Disclosing Party; (d) information which is Addendum to Software License Agreement Page 4 of 17 subpoenaed by governmental or judicial authority;and(e) information subject to disclosure pursuant to a state's public records laws. 4.3.Confidentiality Term. The obligations described in this Section commence on the Effective Date and will continue until two(2)years following any termination or expiration of this MLA("Confidentiality Term"). 4.4.Confidentiality Obligations. During the Confidentiality Term, Recipient will protect the confidentiality of Confidential Information using the same degree of care that it uses to protect its own information of similar importance, but will in any case use no less than a reasonable degree of care to protect Confidential Information. Recipient will not directly or indirectly disclose Confidential information or any part thereof to any third party without Disclosing Party's advance express written authorization to do so. Recipient may disclose Confidential Information only to its employees or agents under its control and direction in the normal course of its business and only on a need-to-know basis. In responding to a request for Confidential Information, Recipient will cooperate with Disclosing Party, in a timely fashion and in a manner not inconsistent with applicable laws, to protect the Confidential Information to the fullest extent possible. 4.5. Equitable Relief. The Receiving Party acknowledges that unauthorized disclosure of the Disclosing Party's Confidential Information could cause substantial harm to the Disclosing Party for which damages alone might not be a sufficient remedy and, therefore, that upon any such disclosure by the Receiving Party, the Disclosing Party will be entitled to seek appropriate equitable relief in addition to whatever other remedies it might have at law or equity 4.6.Publicity. During the term of this MLA, including the term of any amendment hereto,Accela may publicly disclose its ongoing business relationship with Customer. Such disclosures may indicate Customer's identity and the Accela product(s) and services provided or contracted to be provided to Customer. These disclosures may include press releases or other communications to media, display on Accela web sites, or use in other marketing activities, but will not include non-public information or indicate Customer's express endorsement of Accela's products or services without Customer's prior written authorization. S. Term and Termination 5.1.Term. The term of this Agreement begins on the Effective Date and will remain in effect until all Term Licenses (and Maintenance and Support Terms, if applicable) expire or until this Agreement is otherwise terminated in accordance with the terms hereof, whichever occurs first (the "Term"). This Agreement may be renewed at any time by execution of an Order Form referencing this Agreement,and any such renewal will be deemed part of the"Term" hereunder. 5.2.Termination. Accela or Customer may terminate if the other party materially breaches this Agreement and, after receiving a written notice describing the circumstances of the default, fails to correct the breach within thirty (30) calendar days. Accela may immediately terminate this Agreement and/or Customer's license to the Software upon Customer's breach of Section 1.2. Either party may also terminate this Agreement upon written notice if the other party suspends payment of its debts or experiences any other insolvency or bankruptcy-type event. Addendum to Software License Agreement Page 5 of 17 5.3.Effect of Termination. Upon expiration or termination of this Agreement for any reason, (i)with respect to Term Licenses, all rights granted to Customer shall terminate and Customer shall destroy any copies of the Software and related documents within Customer's possession and control; (ii) with respect to perpetual licenses, these will survive termination of this Agreement unless Accela terminates the Agreement for Customer's breach of this Agreement in which case all rights granted to Customer shall terminate and Customer shall destroy any copies of the Software and related documents within Customer's possession and control; and (iii)each Receiving Party will return or destroy,at the Disclosing Party's option, the Disclosing Party's Confidential information in the Receiving Party's possession or control. 5.4. Accela may terminate this Agreement in the event the Software and/or is phased out across Accela's customer base. In such event,Accela will provide Customer sufficient advance notice and the parties will mutually agree to a migration plan for converting Customer to another Accela generally- available offering with comparable functionality. 5.5. Survival.All fees that have accrued as of such expiration or termination, and Sections 1,2, 3,4, 5,6.3,7, and 8,will survive any expiration or termination hereof. 6. Warranties 6.1. limited Warranty. Accela warrants that during the first thirty(30)days following the date the Software is purchased,the Software will, in all material respects,conform to the functionality described in the then-current Specifications for the applicable Software version.Accela's sole and exclusive obligation,and Customer's sole and exclusive remedy,fora breach of this warranty shall be that Accela shall be required to use commercially reasonable efforts to repair or replace the Software to conform in all material respects to the Specifications,and if Accela is unable to materially restore such functionality within thirty[30)days from the date of written notice of such breach, Customer shall be entitled to terminate the license to the affected Software upon written notice and Accela shall promptly provide a pro-rata refund of the Software license fees(or Maintenance and Support Fees,for perpetual licenses)that have been paid in advance for the remainder of the license Term for the applicable Software (beginning on the date of termination). Customer must notify Accela in writing of any warranty breaches within such warranty period,and Customer must have installed and configured the Software in accordance with the Specifications to be eligible for the foregoing remedy 6.2. Warrant of Non-infringement.Accela warrants that it has full power and authority to grant the Software license set out in Section 1.1 and that,as of the effective date of this Agreement,the Software does not infringe any existing intellectual property rights of any third party. If a third- party claims that the Software does infringe,Accela may,at its sole option,secure for Customer the right to continue using the Software or modify the Software so that it does not infringe. Accela will have the sole right to conduct the defense of any legal action and all negotiations for its settlement or compromise. 6.3. Warranty Disclaimer. EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION 6,ALL SOFTWARE AND MAINTENANCE AND SUPPORT ARE PROVIDED"AS IS"AND ACCELA AND ITS SUPPLIERS EXPRESSLY DISCLAIM ANY AND ALL OTHER REPRESENTATIONS AND WARRANTIES, EITHER EXPRESS, IMPLIED,STATUTORY,OR OTHERWISE WITH RESPECT THERETO, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR THE CONTINUOUS, UNINTERRUPTED,ERROR-FREE,VIRUS-FREE,OR SECURE ACCESS TO OR Addendum to Software License Agreement Page 6 of 17 OPERATION OF THE SOFTWARE.ACCELA EXPRESSLY DISCLAIMS ANY WARRANTY AS TO THE ACCURACY OR COMPLETENESS OF ANY INFORMATION OR DATA ACCESSED OR USED IN CONNECTION WITH THE SOFTWARE OR MAINTENANCE AND SUPPORT OR THAT THE SOFTWARE WILL BE COMPATIBLE OR WORK WITH ANY CUSTOMER OR THIRD-PARTY SOFTWARE OR HARDWARE. 7. Mutual Indemnification 7.1. Intentionally omitted. 7.2. Indemnification by Accela. 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 Software,as furnished by Accela hereunder,infringes or misappropriates the intellectual property rights of any third-party,and will pay any costs,damages and reasonable attorneys' fees attributable to such claim that are awarded against Customer. In the event that the use of the Software is,or in Accela's sole opinion is likely to become,subject to such a claim,Accela's, at its option and expense,may(i)replace the applicable Software with functionally equivalent non-infringing technology, (ii)obtain a license for Customer's continued use of the applicable Software,or(iii) terminate the license and provide a pro-rata refund of the Software license fees(or Maintenance and Support Fees,for perpetual licenses)that have been paid in advance for the remainder of the License Term for the applicable Software(beginning on the date of termination).The foregoing indemnification obligation of Accela will not apply:(i) if the Software is modified by Customer or its agent;(ii) if the Software is combined with other non- Accela products,applications,or processes, but solely to the extent the alleged infringement is caused by such combination;or(iii)to any unauthorized use of the software.The foregoing shall be Customer's sole remedy with respect to any claim of infringement of third party intellectual property rights 7.3. Indemnification Requirements. In connection with any claim for indemnification under this Section 7.3, the indemnified party must: (i) provide the indemnifying party prompt written notice of such claim; (ii) reasonably cooperate with the indemnifying party, at indemnified party's expense, in defense and settlement of such claim; and (iii) give sole authority to the indemnifying party to defend or settle such claim. S. LIMITATION OF LIABILITY.The limits below will not apply to the extent prohibited by applicable law. 8.1. IN NO EVENT WILL ACCELA'S AGGREGATE LIABILITY TO CUSTOMER OR ANY THIRD PARTY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR FROM THE USE OF OR INABILITY TO USE THE SOFTWARE, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER IN THE TWELVE (12) MONTH PERIOD PRECEDING THE INCIDENT. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY. THE FOREGOING LIMITATION OF LIABILITY SHALL NOT APPLY TO ACCELA'S INDEMNIFICATION OBLIGATION UNDER SECTION 7.2 HEREOF. 8.2. NEITHER ACCELA NOR ANY OTHER PERSON OR ENTITY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SOFTWARE WILL BE LIABLE FOR ANY INCIDENTAL,SPECIAL,PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA OR LOSS OF GOODWILL, SERVICE INTERRUPTION,COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF Addendum to Software License Agreement Page 7 of 17 SUBSTITUTE PRODUCTS OR SERVICES,ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR FROM THE USE OF OR INABILITY TO USE THE SOFTWARE,WHETHER BASED ON WARRANTY,CONTRACT,TORT(INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY. 9. Other Terms and Conditions 9.1.Dispute Resolution This Agreement is governed by the laws of the State of California. Any controversy or claim arising out of or relating to this Agreement,or the breach thereof,will be settled by arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, including the Emergency Interim Relief Procedures, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The place of arbitration will be Santa Clara County,California. Either party may apply to the arbitrator for injunctive relief until the arbitration award is rendered or the controversy is otherwise resolved. Either party also may, without waiving any remedy under this Agreement, seek from any court having jurisdiction any interim or provisional relief that is necessary to protect the rights or property of that party, pending the arbitrator's determination of the merits of the controversy. Each party will initially bear its own expenses and an equal share of the costs of the arbitration, but the prevailing party may be awarded its expenses, reasonable attorneys' fees, and costs. The failure of either party to object to a breach of this Agreement will not prevent that party from thereafter objecting to that breach or any other breach of this Agreement. 9.2.Assip,nment Acceia may assign its rights and obligations hereunder for purposes of financing or pursuant to corporate transactions Involving the sale of all or substantially ail of its stock or assets. 9.3. Entire Agreement. This Agreement shall govern each Order form, sales quotation, proposal, purchase order, or other ordering document that references this Agreement. The parties expressly disclaim any alternate terms and conditions accompanying drafts and/or purchase orders issued by Customer. 9.4.Seyerability and Amendment If any particular provision of this Agreement is determined to be invalid or unenforceable, that determination will not affect the other provisions of this Agreement, which will be construed in all respects as if the invalid or unenforceable provision were omitted. No extension, modification, or amendment of this Agreement will be effective unless it is described in writing and signed by the Parties. [Signature Page Fallows) Addendum to Software License Agreement Page 8 of 17 Executed this the L&day of 2018. CITY: City of Fort Worth Contract Compliance Manager: By signing I acknowledge that I am the person _. responsible for the monitoring and administration nn nn yy of this contract,including ensuring all By: v' performance and reporting requirements. Nathe: usan Alanis_ Title. Assistant City Manager r Date: � ��_ By: {2 �' Name: —Stevk S iffert_ Approval Recommended: Title: Assistant Director, IT Solutions Approved as to Form and Legality: By: Name: Title: By: x\k Name: Ain A.'Strong Attest: Title: Assistant City Attorney Contract Authorization: M&C: By. Name: _Maser_ ti�..O T!y Title: ity VSetetar4y x-11 -� * •y4. SELLER: Accela I r By: Name: ed C s chtro Title: Date: 0 Q, 71l-ZO l� OFFICIAL RECORD CITY ERCReTW Addendum to Software License Agreement Page 9 of 17 EXHIBIT A ACCELA SOFFWARE SUPPORT POLICY (ON-PREMISE) (1) Legacy Releases:Accela provides Maintenance and Suppor for each version of the Software for a period of twelve(12)months after the generally available release of the next major version of the Software(a mayor release is a change in the first number to the right of the decimal point).For example,if version 6.1 is released on January 1,2017,then Accela will provide Maintenance and Support for version 6.0 until January 1,2018. Accela does not provide Maintenance or Support for any customized Software(or components thereof). (2) Support Services. In support of the Accela Software,Accela will provide Customer with the following first line support: a. Telephone Support.Accela's Customer Resource Center(CRC),a live technical support facility,will be available to Customer from 4;00a.m.until 6:00p.m.Pacific time Monday through Friday,excluding Accela's observed holidays. b. Email Support.One or more Accela electronic mail addresses to which Customer may submit routine or non-critical support requests. Email Support Requests will be addressed by Accela during its regular business hours of 4:00 a.m.until 6:00 p.m.Pacific time Monday through Friday. c. Online Support Materials.Accela will make available to Customer certain archived client-side software updates and other technical information in Accela's online support databases.This Online Support will be continuously available to Customers. (3) 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 Saa5 offering,then the severity level wilt be upgraded or downgraded accordingly to the severity level that most appropriately reflects its current impact. (4) 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. (5) 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 Software;(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 Software demarcation point;(d)Support of or caused by customizations(if outside of Accela's best practice recommendations),con figuratlon 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 Software(except where specified in the Customer's software license agreement).Any support services falling within these Support Exclusions may be provided by Accela at its discretion and,if so provided,maybe subject to additional pricing and support terms as specified by Accela. Addendum to Software License Agreement Page 10 of 17 EXHIBIT B SERVICE LEVEL AGREEMENT Silver This Silver Support SLA("SLA")is issued under and subject to additional conditions and limitations as set out in the Agreement by and between Accela and Customer. The following issues, response goals, and resolution goals are applicable to support services for Accela supported products functioning in Customer's production environment(the "Supported Products") and is not applicable to any other Accela software, services or environments. Any references to "business day" are exclusive of the U.S. federal and state holidays observed by Accela. Priority Definition Response Goal Resolution Goal Critical Severity Issue Supported Product is Confirmation of receipt Upon confirmation of receipt, (Priority Z) non-functional or within one(1)business Accela will put forth our best seriously affected hour. effort to provide a workaround, and there is no Update as information fix,or estimated completion reasonable arrives or at the interval date within seventy-two(72) workaround available specified by Customer. hours after the problem has (e.g.business is been diagnosed and/or halted). replicated. High Severity Issue Supported Product is Confirmation of receipt Accela will put forth our best (Priority 2) affected and there is within four(4)business effort to provide a workaround no workaround hours. or fix or estimated completion available or the date within fourteen(14) I workaround is business days after the problem impractical(e.g. has been diagnosed and/or Supported Product replicated. response is very slow,day to day operations continue but are impacted by the work around). Medium Severity Issue Support Product is Confirmation of receipt Accela will put forth our best (Priority 3) non-functional within eight(S)business effort to provide a workaround however a hours. or fix or estimated completion convenient date within twenty-one(21) workaround exists business days after the problem (e.g.non-critical has been diagnosed and/or feature is unavailable replicated. or requires additional user intervention). Low Severity Issue Supported Product Confirmation of receipt Resolution for the Issue may be (Priority 4) works,but there is a within twenty-four(24) released as a patch set or be minor problem(e.g. business hours. incorporated into a future incorrect label,or schedule release of the product. cosmetic defect). Addendum to Software License Agreement Page 11 of 17 EXHIBIT C ORDER FORM Purchase Order No. Contract No. Customer ID Payment Terms 2056 Net 30 Item Number Description Quantity Ext.Price Dept: PBD MR100ACAM120601 Accela Citizen Access Annual Maintenance 2 $ 22,777.51 MR10AENTGISDBOI Accela GIS Site License Annual Maintenance 1 S 20,101.44 MRlDDENTALM0601 Accela Land Mgmt Site License Annual Maintenance T $ 90,4` •46 MR100AMOM12DB01 Accela Mobile Office Annual Maintenance 65 $ 40,414.05 MRIDOALCM120601 Accela Licensing and Case Mgt Annual Maintenance 35 $ 31,600,01 Dept:TRW MR100AAMM120601 Accela Asset Managelnerd Annual Maintenance 55 $ 43.506.72 MR100AMOM120601 Accela Mobile Office Annual Maintenance 50 $ 31,087.73 Renewal term 7116118.2115119 $ 280,044.02 Dept: P&D MR100ACAM12D601 Accela Cltizen Access Annual Maintenance 2 $ 23,916.48 MR10AENTGIS0601 Accela GIS Site License Annual Maintenance 1 $ 21,106.51 MR100ENTALM0601 Accela Land Mgmt Site License Annual Maintenance 1 $ 94,979.28 MRIDDAMOM12D601 Accela Mobile Office Annual Maintenance 65 $ 42,434.75 MRIDOALC_M1.20601 Accela Licensing and Case Mgt Annual Maintenance 35 $ 33,180.01 Dept:TRW $ - MR100AAMM120601 Accela Asset Management Annual Maintenance 55 $ 45,787.06 MRIOOAMOM120601 Accela Mobile Office Annual Maintenance 50 $ 32.642.12 Renewal term WWII.2115120 $ 294,D48.22 Dept: P8.D MR10DACAM120601 Accela Citizen Access Annual Maintenance 2 $ 25,112.32 MR10AENTGISD601 Accela GIS Site License Annual Maintenance 1 $ 22,161.84 MR100ENTALM0601 Accela Land Mgrnt Site License Annual Maintenance 1 $ 99,728.25 MR100AMOM120601 Accela Mobile Office Annual Maintenance 65 $ 44,556.49 MR100ALCM12DB01 Accela Licensing and Case Mgt Annual Maintenance 35 $ 34,839.01 Dept:TRW $ - MRIDOAAMM12D601 Accela Asset Management Annual Maintenance 55 $ 48.076.41 MRIODAMOM120601 Accela Mobile Office Annual Maintenance 50 $ 34,274.22 Renewal term 7118120•2115121 $ 308,748.54 Subtotal $ 882,838.78 Tax: $ - Totak $ 882,838.78 Addendum to Software License Agreement Page 12 of 17 Order Detail General Information Customer Contact City of Fort worth IT Solutions-Kathy Agee-Dow 817-392-8461 Kath,rynAizee-Dow@ fo rtworthtexas,g� Customer Address 204 Texas Street Fort Worth,TX 76102 Governing ACCELA ON-PREMISE LICENSE&SUPPORT AGREEMENT Agreement(s) Effective Date(s) Signature date of Agreement Order Order Start Date Unless otherwise specified in the Special Order Terms: Software Licenses&Subscriptions start on the date of delivery by Accela. Professional Services start on the date listed in the applicable Exhibit,Statement of Work or Governing Agreement,as applicable. Order Duration Unless otherwise specified in the Special Order Terms: Subscriptions continue from the Order Start Date through the number of months listed in this Order Form(or if not listed,twelve(12) months). Thereafter Subscriptions automatically renew annually as calculated from Order Start Date of Customer's first Subscription purchase. - Professional Services continue for the duration as outlined in the applicable Statement of Work,Exhibit or the Governing Agreement,as applicable. Special Order Terms None unless otherwise specified in this section. Currency USD Invoice Date Unless otherwise stated in the Special Payment Terms. Invoice for the Grand Total $above will be issued on the Order Start Date. Payment Due Date Unless otherwise stated in the Special Payment Terms or the Governing Agreement(s),all payments are due on the Invoice Date and payable net 30 days. Special Payment None unless otherwise specified in this section. Terms Addendum to Software License Agreement Page 13 of 17 EXHIBIT D ADDENDUM This Addendum to the Accela On-Premise License and Support Agreement ("Addendum") is entered into by and between_Accela Inc. ("Seller") and the City of Fort Worth ("City"), collectively the "parties", for a purchase of licenses. The Contract documents shall include the following: I. Accela's On-Premise License and Support Agreement 2. The_Accela Order Form and 3. This Addendum. Notwithstanding any language to the contrary in the attached _Accela On-Premise License and Support Agreement_ (the "Agreement"), the Parties hereby stipulate by evidence of execution of this Addendum below by a representative of each party duly authorized to bind the parties hereto, that the parties hereby agree that the provisions in this Addendum below shall be applicable to the Agreement as follows: I. Term. The Agreement shall continence upon the signing of the Agreement and shall expire_one(_I_) year after signing the Agreement, unless terminated earlier in accordance with the provisions of the Agreement or otherwise extended by the parties. The Agreement may be renewed for_three (3)_renewals at City's option, each a "Renewal Term." City shall provide Seller with written notice of its intent to renew at least thirty (30) days prior to the end of each term. 2. Termination. a. Fiscal Funding Out. In the event no funds or insufficient funds are appropriated by City in any fiscal period for any payments due hereunder, City will notify Seller of such occurrence and the Agreement shall terminate on the last day of the fiscal period for which appropriations were received without penalty or expense to the City of any kind whatsoever, except as to the portions of the payments herein agreed upon for which funds have been appropriated. b. Duties and Obligations of the Parties. In the event that the Agreement is terminated prior to the Expiration Date, City shall pay Seller for services actually rendered up to the effective date of termination and Seller shall continue to provide City with services requested by City and in accordance with the Agreement up to the effective date of termination. Upon termination of the Agreement, Seller shall provide City with copies of all completed or partially completed documents prepared under the Agreement. In the event Seller has received access to City information or data as a requirement to Addendum to Software License Agreement Page 14 of 17 perform services hereunder, Seller shall return all City provided data to City in a machine readable format or other format deemed acceptable to City. 3. Attorneys' Fees, Penalties, and Liquidated Damages. To the extent the attached Agreement requires City to pay attorneys' fees for any action contemplated or taken, or penalties or liquidated damages in any amount, City objects to these terms and any such terms are hereby deleted from the Agreement and shall have no force or effect. 4. Law and Venue. The Agreement and the rights and obligations of the parties hereto shall be governed by, and construed in accordance with the laws of the United States and state of Texas, exclusive of conflicts of laws provisions. Venue for any suit brought under the Agreement shall be in a court of competent jurisdiction in Tarrant County, Texas. To the extent the Agreement is required to be governed by any state law other than Texas or venue in Tarrant County, City objects to such terms and any such terms are hereby deleted from the Agreement and shall have no force or effect. 5. Sovereign Immunity. Nothing herein constitutes a waiver of City's sovereign immunity. To the extent the Agreement requires City to waive its rights or immunities as a government entity; such provisions are hereby deleted and shall have no force or effect. b. No Debt. In compliance with Article 11 § 5 of the Texas Constitution, it is understood and agreed that all obligations of City hereunder are subject to the availability of funds. If such funds are not appropriated or become unavailable, City shall have the right to terminate the Agreement except for those portions of funds which have been appropriated prior to termination. 7. Addendum Controlling. If any provisions of the attached Agreement, conflict with the terns herein, are prohibited by applicable law, conflict with any applicable rule, regulation or ordinance of City,the terms in this Addendum shall control. 8. Immig ation Nationality Act. City actively supports the Immigration & Nationality Act(INA) which includes provisions addressing employment eligibility, employment verification, and nondiscrimination. Seller shall verify the identity and employment eligibility of all employees who perform work under the Agreement. Seller shall complete the Employment Eligibility Verification Form(1-9), maintain photocopies of all supporting employment eligibility and identity documentation for all employees, and upon request, provide City with copies of all 1-9 forms and supporting eligibility documentation for each employee who performs work under the Agreement. Seller shall establish appropriate procedures and controls so that no services will be performed by any employee who is not legally eligible to perform such services. Seller shall provide City with a certification letter that it has complied with the verification requirements required by the Agreement. Seller shall indemnify City from any penalties or liabilities due to violations of this provision. City shall have the right to immediately terminate the Agreement for violations of this provision by Seller. Addendum to Software License Agreement Page 15 of 17 9. No Boycott of Israel. Seller acknowledges that in accordance with Chapter 2270 of the Texas Government Code, City is prohibited from entering into a contract with a company for goods or services unless the contract contains a written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. The terms "boycott Israel"and"company"shall have the meanings ascribed to those terms in Section 808.001 of the Texas Government Code. By signing this Addendum, Seller certifies that Seller's signature provides written verification to City that Seller. (1) does not boycott Israel; and (2) will not boycott Israel during the term of the Agreement. 10. Right to Audit. Seller agrees that City shall, until the expiration of one (1) year after final payment under the Agreement, have access to and the right to examine no more than once per year, any directly pertinent books, documents, papers and records of Seller involving transactions relating to the Agreement. Seller agrees that City shall have access during normal working hours to all necessary Seller facilities and shall be provided adequate and appropriate workspace in order to conduct audits in compliance with the provisions of this section. City shall give Seller reasonable advance written notice of intended audits. (signature page follows) Addendum to Software License Agreement Page 16 of 17 Executed this the 0 day of 2018. CITY: City of Fort Worth Contract Compliance Manager: By signing I acknowledge that I am the person -�� responsible for the monitoring and administration of this contract,including ensuring all By: performance and reporting requirements. Na e: "Pusan Alanis_ Tit ssistant City Manager Date: By: ,�' '_(7 j Name: _Steve t�ffert_ Approval Recommended: Title: Assistant Director, IT Solutions Approved as to Form and Legality: By: Name: Title. By: w6 �0{ Name: JAn 13. Strong Attest: —� Title: Assistant City Attorney - Contract Authorization: &C: FI By- ............... e: _ ]. yser_ F O T� Title: City Secretary ►`: ;ate U � SELLER: Accela In By: Name: 54Cle- SZKroEc6r Title: Date: _ 0 Off 1c, c1-M sac woR",Tx Accela on-Premise Software License&Support Agreement Page 17 of 17 Form Approved by Legal(v04092018) M&C Review Offirdai site of the City of L-1—tw—.01 TA3 CITY COUNCIL AGENDA FOR�i COUNCIL ACTION: Approved on 8/1/2017 REFERENCE** 13P17-0403 ACCELA SOFTWARE DATE: 8/1/2017 NO.. P-12476 LOG NAME: AND SUPPORT SB ITS CODE: P TYPE: CONSENT PUBLIC NO HEARING: SUBJECT: Authorize Sole Source Purchase Agreement with Accela, Inc., in the Amount Up to $271,695.00 for the First Year for the Licensing, Maintenance and Support for the Automation Permitting System Software, Mobile Computer, Infrastructure Work Order and Asset Management Software for the Planning and Development Department and Transportation and Public Works Department (ALL COUNCIL DISTRICTS) RECOMMENDATION; It is recommended that the City Council authorize entering into up to a five year agreement with Accela, Inc., as a sole source for the licensing, maintenance and support for the automation permitting system software, mobile computer, infrastructure work order and asset management software for the Planning and Development Department and Transportation and Public Works Department, for an amount of up to $271,695.00 for the first initial year; $379;996.00 for the first renewal year; for the second renewal year; $398,993.00 for the third renewal year; $418,940.00; for the fourth renewal year $439,894.00. DISCUSSION: The City's Planning and Development Department (P&D) and the Transportation and Public Works Department (TPW) both share in utilizing the consolidated Accela System and through this collaboration each department has allocated departmental cost savings. The Planning and Development Department utilizes Accela Automation and Accela Mobile for electronic plan review; the built-in workflow system which reduces the time permits are held before issuance; the online permitting capabilities allowing customers to apply for projects via the internet; the mobile office solutions that reduce field staff downtime and facilitate expedited record data entry and updating. Accela Inc. (Accela), is the central repository for data related to development activities (construction permits, zoning and board of adjustment cases, annexations, building plan examinations and inspection results) and is utilized by many other City departments such as Water, Economic Development, Police, Fire, Code Compliance and Park and Recreation. TPW Stcrmwater Utility utilizes the Accela Work Order and Asset Management System Software to manage work order process workflow, infrastructure asset maintenance records, job costing and data driven for asset management. PRICE ANALYSIS —Accela is the documented sole source provider of the Automation Permitting System and has proposed a cost of$186,382.97 far P&D; $85,311.94 for TPW, for a total of$271,694.91, to include additional licenses, as well as all maintenance and support of the software. Staff has reviewed these prices and determined them to be fair and reasonable for the scope of services proposed. MIWBE OFFICE —A waiver of the goal for the MBE/SBE subcontracting requirements was requested by the Purchasing Division and approved by the MIWBE Office in accordance with the BDE Ordinance because the purchase of goods and services is from sources where subcontracting or supplier opportunities are negligible. ADMINISTRATIVE CHANGE ORDER -An administrative change order or increase may be made by the http:llapps.cfwnet.org/council_packet/me review.asp?[D=24869&councildate=81112017[412612018 10:25:02 AM] M&C:Review City Manager in the amount up to $67,923.00 and does not require specific City Council approval as long as sufficient funds have been appropriated. AGREEMENT TERM - Upon City Council's approval, this Agreement shall commence on August 2, 2017 and shall expire on August 1, 2018. RENEWAL OPTIONS—The Support Agreement may be renewed for up to four additional one-year terms by mutual agreement of the parties. This action does not require specific City Council approval provided that the City Council has appropriated sufficient funds to satisfy the City's obligations during the renewal term. The pricing of each of these four years will increase by five percent per year. FISCAL INFORMATIONICERTIFICATION: The Director of Finance certifies that funds are available within the existing appropriations of the participating department for these expenditures for the current year, and that prior to an expenditure being made, the participating department has the responsibility to validate the availability of funds. Future year commitments will be included within the annual budget for each respective fund and department and shall be subject to Mayor and Council appropriation. BCS N117-04031S B TO Fuad I Department Account Project l Program Activity Budget Reference i Amount ID ID j y Year (Chartfield 2} l FROM. Fund Department Account On Program Activity Budget Reference# - Amount ID ID i Year Chartheld 2 Submitted for City-Ntartagees Office by: Susan Ala nis (8 180) Origiinating_Department Head: Aaron Bovos (8517) ,Additional lrtforrnation Contact: Cynthia B. Garcia (8525) Sheila Baker(8356) AITACHMENT5 Siangd Apcelp 1 d tittp:llapps.efwnei.nrgico unc.il-iacket/mc_review,asp?ID=24969&councildate=8/i/201714i2O/2018 10:25:02 AM] CERTIFICATE OF INTERESTED PARTIES FORM 1295 10f1 Complete Nos.1-4 and 6 if there are interested parties. OFFICE USE ONLY Complete Nos.1,2,3,5,and s if there are no interested parties. CERTIFICATION OF FILING 1 Name of business entity filing form,and the city,state and country of the business entity's place Certificate Number: of business. 2017-233557 Accela,Inc. San Ramon,CA United States nate Filed: 2 Name of governmental entity or state agency that is a party to the contract for which the form is07/07/2017 being filed. Fort Worth ]Date i 3 Provide the identification number used by the governmental entity or state agency to track or identity the contract,and provide a description of the services,goods,or other property to be provided under the contract. Accela 2017 maintenance renew software and related services 4 Nature of interest Name of Interested Party City,State,Country(plaice of business) (check applicable) Controlling intermediary Accela,Inc. San Ramon,CA United States X T- 5 Check only it there is NO Interested Party. ❑ 6 AFFIDAVIT l swear,or affirm,under penalty of perjury,that the above disclosure is true and correct. Sigrf9ture of authorized agent of contracting business entity AFFIX NOTARY STAMP I SEAL ABOVE Sworn to and subscribed before me,by the said this the day of 20 ,to certify which,witness my hand o office. Si nature of Lffi ad inist rin ath. - Printed name f officer administering oath Title of officer administering oath cc . a � f 3� �`��� Forms provided by Texas Ethics Commission www.ethics.state.tx.us Version V1.0.883 CALIFORNIA JURAT WITH AFFIANT STATEMENT GOVERNMENT CODE§$202 - VSee Attached Document (Notary to cross out lines 1-6 below) ❑See Statement Below (Lines 1-6 to be completed only by document signer[s], not Notary) Signature of Document Signer No. 1 Signature of Document Signer No. 2(if any) A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached,and not the truthfulness,accuracy,or validity of that document. State of California Subscribed and sworn to (or affirmed) before �me County of C�`t� ���G- f on this day of `Y 2i} 7 by Date Month Year (1) f K6(:JJe^ {and (2) }, Name(s)of Signer{s} proved to me on the basis of satisfactory evidence SCOTT CAS5ELMAN to be the person(s) who appeared before me. Commission#F 2040064 4 Notary Public .California 7M1 Contra Costa County M Comm. Expires 5e t,2017� Signature _ Signature of Notary Public Seal Place Notary Seal Above OPTIONAL Though this section is optional, completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document. Description of Attached Document Title or Type of Document: _ _ Document Date: Number of Pages: Signer(s)Other Than Named Above: ©2014 National Notary Association • www.National Notary.org • 1-800-US NOTARY(1-500-876-6827) Item#5919 Accela CITY OF FORT WORTH, TX — ORDER FORM FY2018 Accounts Payable Contact Information . . First Name100 athy Last Name gee-Dow Title anagement Analyst II Phone Number 17392-8461 EmallAddress: athr n.A ee-Dow fortworthtexas. ov Billing Address TX Street, Fort Worth TX 76102 Delivery Address sameAsBilling Method of Invoicing All invoices will be sent electronically to the Email Address provided above unless otherwise specified in Special Invoicing Needs. Special Invoicing ry y Post Q Invoice Delivery b Pt is Required SectionSignature VendorAccela, Customer City of Fort Worth,TX Signed By Signed By Dat 5 18 Date Title of Authorized r Vice President,Accounting&Corporate Controllei Title of ssistant Ciry Manager Signatory Authorized Signatory, Name (Print)of David Kwan Name (Print) Susan Alanis Authorized Signatory of Authorized Signatoly Additional Signatures Section (Optional) Customer City of Fort Worth,TX Customer City of Fort Worth,TX Signed By Signed By Date Date Title of Authorized Title of Authorized G FO A Signatory �,S )r,j i Signatory tA, ` /1+ Name (Print)of Name (Print)of Authorized Signatory J 't Authorized Signatory FA�n;� - I Purchase Order Reference (Optional) Ug 'mber on invoices.it Med to the right and Customer must provide PES u ed). .: if no PO number provided prior to invoice issuance date, invoices issued on this Order Form will be valid without a PO reference. Page 5 of4 Order Form Form Approved by Legal(v.109/20/2017) Accela CITY OF FORT WORTH, TX — ORDER FORM FY2018 City of Fort Worth, TX December 15, 2017 Rev. February 22nd 2018 Rev. June 14, 2018 L4G QIP �v �� J Kristin Farmer Account Executive 4076163450 Page 1 of4 Order Form Form Approved by Legal(v.1 09/20/2017) CITY OF FORT WORTH, TX — ORDER FORM FY2018 kfarmer@accela.com Page 2 of4 Order Form Form Approved by Legal(v.1 09/20/2017) MAccela CITY OF FORT WORTH, TX-ORDER FORM FY2018 Software ! Services ProductLicenses .. Qty Sales Price Total Price Accela Lic&Case Mgt Accela Lic&Case Mgt User Lic Packs(incl 5 named LClOCALCU050601 User Lic Packs(Incl 5 usr/pack) 1 $13,194.00 $13,194.00 named usr/pack) Product •r- Product Name Description QtV Sales Price Total Price Accela Licensing and Accela Licensing and Case Mgt Annual Maint&Supp- MI300ALCM120601 Case Mgt Annual Silver 1 $2,638.80 $2,638.80 Maint&Supp-Silver Grand s USD$15,832.80 Page 3 of - Order Form Form Approved by Legal(v.109/20/2017) Accela CITY OF FORT WORTH, TX — ORDER FORM FY2018 Order Customer Contact Mark Deboer Customer Address 200 Texas Street,Ft.Worth,Texas 76102 Governing Agreement(s) Effective Date(s) Order Start Date Unless otherwise specified in the Special Order Terms: - Software Licenses&Subscriptions start on the date of delivery by Accela; - Hosting and Support start on Accela's delivery of the software hosted and/or supported;and - Professional Services start on the date listed in the applicable Exhibit,Statement of Work or Governing Agreement,as applicable. Order Duration Unless otherwise specified in the Special Order Terms: - Subscriptions continue from the Order Start Date through the number of months listed in this Order Form(or if not listed,twelve(12) months).Thereafter Subscriptions automatically renew annually as calculated from Order Start Date of Customer's first Subscription purchase. - Any Software Licenses or Hardware are one-time,non-refundable purchases of perpetual duration. - Hosting and Support continue from the Order Start Date through the number of months listed in this Order Form(or if not listed,twelve(12)months). - Professional Services continue for the duration as outlined in the applicable Statement of Work, Exhibit or the Governing Agreement,as applicable. Special Order Terms None unless otherwise specified in this section. Currency USD Invoice Date Unless otherwise stated in the Special Payment Terms,Invoice for the Grand Total$above will be issued on the Order Start Date. Payment Due Date Unless otherwise stated in the Special Payment Terms or the Governing Agreement(s),all payments are due on the Invoice Date and payable net 30 days. Special Payment Terms None unless otherwise specified in this section. Order Form Form Approved by Legal(v.1 09/20/2017)