HomeMy WebLinkAboutContract 36720 CITY SECRETARY�5LO�[)
CONTRACT NO .
MAINTENANCE AGREEMENT
1. Parties ACCELA CUSTOMER
Accela, Inc. City of Fort Worth, Texas
2633 Camino Ramon, Suite 120 1000 Throckmorton Street
Bishop Ranch 3
San Ramon,California 94583 Fort Worth, Texas 76102
Attention: Contracts Administration Attention: Phyllis Johnson
T:925.659.3200 T:817.392.7353
F: 925.407.2722 F: 817.392.7985
e-Mail:contractsadmin@accela.com a-Mail: phyllis.johnson@fortworthgov.org
This Maintenance Agreement ("MA") is intended for the exclusive benefit of the Parties; nothing herein will be
construed to create any benefits, rights,or responsibilities in any other parties.
2. Term and Termination
2.1. Term Provided that Customer signs and returns this MA to Accela no later than Febs , 2008, this
MA is effective as of October 1, 2007 and will continue until September 30, 2009. Customer may elect to
continue its maintenance coverage for one or more additional annual terms by paying to Accela the fees
associated with such terms when these are due. Should Customer fail to renew its maintenance coverage
or pay the applicable fees, Accela reserves the right to withhold all support. If Customer resumes
maintenance coverage after one or more periods without such coverage, Customer will pay an amount
equivalent to one hundred ten percent (110%) of all maintenance fees attributable to the period(s) without
coverage, as such fees are calculated based upon pricing in effect at the time of resumption of
maintenance coverage.
2.2. Termination Either party may terminate if the other party materially breaches this MA and, after receiving a
written notice describing the circumstances of the default, fails to correct the breach within thirty (30)
calendar days. Upon any termination or expiration of this MA, all rights granted to Customer are cancelled
and revert to Accela. Customer shall have the Right to terminate this agreement for convenience upon
sixty (60) days written notice to Accela. Customer shall also have the right to terminate this agreement in
the event sufficient funds are not appropriated to meet Customer's financial obligations herein.
3. Scope of Maintenance
3.1. Maintenance Services
3.1.1. Telephone Support Accela will provide Customer with a telephone number to contact the
Customer Resource Center (CRC), Accela's live technical support facility, which is available
from 4:00 a.m. until 6:00 p.m. Pacific time Monday through Friday, excluding Accela's
observed holidays, a list of which shall be provided to customer upon request.
3.1.2. E-Mail Support Accela will provide Customer with one or more electronic mail addresses to
which Customer may submit routine or non-critical support requests, which Accela will address
during its regular business hours. Accela shall respond to all email support requests within
one(1) business day of such request.
3.1.3. Online Support Accela will provide Customer with access to archived
other technical information in Accela's online support databases, w is ', ,� it U
available. v90 U571to� Q�Q9
Maintenance Agreement(MA),Version 08272007 0 S—0 7—0 8 A 1 1 :0 5 N age o
3.1.4. Remote Support When required to properly resolve a maintenance request, Accela will
provide remote assistance to Customer via the WebExTM Meeting CenterTm environment or
another mutually-acceptable remote communications method.
3.1.5. On-Site Support If Customer does not wish for Accela to resolve its maintenance requests
remotely, Accela will provide on-site assistance to Customer at Accela's then-current time-
and-materials rates. In addition to these charges, Customer will compensate Accela for
associated airfare, lodging, rental transportation, meals, and other incidental expenses as
such expenses accrue.
3.1.6.Software Updates Accela will provide revisions of and enhancements to maintained software
products to Customer as such updates are generally-released by Accela. Accela hereby
warrants that it shall have the right to provide such software updates to Customer and that no
such updates will infringe on third party propriety rights or rights in intellectual property.
Accela shall indemnify and hold Customer harmless against any claims of infringement
brought by a third parry pursuant to this provision.
3.2. Maintenance Limitations
3.2.1. Limitations Generally The following are not covered by this MA, but may be separately
available at rates and on terms which may vary from those described herein:
a) Services required due to misuse of the Accela-maintained software products;
b) Services required due to software corrections, customizations, or modifications not
developed or authorized by Accela;
c) Services required by 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 to resolve or work-around conditions which cannot be reproduced
in Accela's support environment;
f) Services which relate to tasks other than maintenance 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;
g) Services requested by Customer to implement software updates provided by Accela
pursuant to this MA; and
h) New or additional applications, modules, or functionality released by Accela during
the term of this MA,
3.2.2. Legacy Releases Accela will provide maintenance support for the current release of each of
its maintained software applications and for the release immediately preceding such current
release. All other releases are deemed to be "Legacy Releases". Accela will respond to
maintenance requests concerning Legacy Releases only using currently-available information.
Services requiring additional research,engineering-level support,or coding or programming by
Accela will not be provided pursuant to this MA, but may be separately available at rates and
on terms which may vary from those described herein.
3.3. Warranty Accela will commence and complete the maintenance obligations described in this MA 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-d-
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Maintenance Agreement(MA),Version 08272007 RR apl 'MR1\
not materially differ from documented specifications. Accela may make repeated efforts within a
reasonable time period to resolve maintenance requests. When a maintenance request cannot be
resolved, Customers exclusive remedy will be damages in an amount equal to the total of maintenance
fees paid to Accela for the defective or non-conforming software products for the twelve (12) calendar
months immediately preceding Customers maintenance request.
3.4. Compensation
3.4.1. Maintenance Fees In exchange for the Maintenance Services described hereinabove,
Customer will pay to Accela the amounts indicated in Exhibit A.
3.4.2.Payment Terms Amounts are quoted in United States dollars and do not include applicable
taxes,if any. Customer will be responsible for payment of all federal,state or provincial,and
local taxes and duties,except those based on Accela's income. If Customer is exempt from
certain taxes, Customer will provide Accela with an appropriate certificate of exemption.
Customer will be invoiced for all amounts as they become due. The payment terms of all
invoices are net thirty (30) calendar days from the dates of the invoices. Any payment not
paid to Accela within said period will accrue interest in an amount equal to one percent
(1.0%) per month, compounded monthly, on the outstanding balance from the billing date.
Accela may, at its sole discretion, suspend its obligations hereunder without penalty until
payments for all past-due billings have been paid in full by Customer.
4. Confidentiality
4.1. Definitions "Disclosing Party"and "Recipient"refer respectively to the party which discloses information and
the party to which information is disclosed in a given exchange. Either Accela or Customer may be
deemed Disclosing Party or Recipient depending on the circumstances of a particular communication or
transfer of information. "Confidential Information" means all disclosed information relating in whole or in
part to non-public data, proprietary data compilations, computer source codes, compiled or object codes,
scripted programming statements, byte codes,or data codes, entity-relation or workflow diagrams,financial
records or information, client records or information, organizational or personnel information, business
plans, or works-in-progress, even where such works, when completed, would not necessarily comprise
Confidential Information. The foregoing listing is not intended by the Parties to be comprehensive,and any
information which Disclosing Party marks or otherwise designates as "Confidential" or"Proprietary"will be
deemed and treated as Confidential Information. Information which qualifies as "Confidential Information"
may be presented to Recipient in oral, written, graphic, and/or machine-readable formats. Regardless of
presentation format, such information will be deemed and treated as Confidential Information.
Notwithstanding, the following specific classes of information are not "Confidential Information" within the
meaning of this Section:
a) information which is in Recipient's possession prior to disclosure by Disclosing Party;
b) information which is available to Recipient from a third party without violation of this MA or
Disclosing Parry's intellectual property rights;
c) information disclosed pursuant to Subsection 4.4 below;
d) information which is in the public domain at the time of disclosure by Disclosing Party,or which
enters the public domain from a source other than Recipient after disclosure by Disclosing
Party;
e) information which is subpoenaed by governmental or judicial authority;and
f) information subject to disclosure pursuant to a state's public records laws.
4.2. Confidentiality Term The obligations described in this Section commence on the Effective Date and will
continue until two(2)years following any termination or expiration of this MA("Confidentiality Term").
Maintenance Agreement(MA),Version 08272007 Page 3 of 7
4.3. 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, unless such
disclosure is required by law. Recipient may disclose Confidential Information only to its employees or
agents under its control and direction in the normal course of its business and only on a need-to-know
basis. In responding to a request for Confidential Information, Recipient will cooperate with Disclosing
Party, in a timely fashion and in a manner not inconsistent with applicable laws, to protect the Confidential
Information to the fullest extent possible.
4.4. Publicity During the term of this MA, 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, but may
not expressly or impliedly indicate Customer's endorsement of Accela's products or services without
Customer's prior written authorization.
5. Other Terms and Conditions
5.1. Customer Obligations As required, Customer will provide Accela with appropriate access to Customer's
facilities, data systems, and other resources. If Security restrictions impair such access, Customer
acknowledges that some maintenance 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
Accela's software products. 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.
5.2. Proprietary Rights The remedial methods,software updates, and product information provided to Customer
pursuant to this MA 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 MA and
other agreements between Accela and Customer.
5.3. Limitation of Liability Accela provides no warranty whatsoever for any third-party hardware or software
products. Third-party applications which utilize or rely upon the Application Services may be adversely
affected by remedial or other actions performed pursuant to this MA; Accela bears no liability for and has
no obligation to remedy such effects. Except as set forth herein,Accela provides all Maintenance Services
"as is" without express or implied warranty of any kind regarding the character, function, capabilities, or
appropriateness of such services or deliverables. To the extent not offset by its insurance coverage and to
the maximum extent permitted by applicable laws, in no event will Accela's cumulative liability for any
general, incidental, special, compensatory, or punitive damages whatsoever suffered by Customer or any
other person or entity exceed the total fees paid to Accela by Customer during the term of this Agreement,
even if Accela or its agents have been advised of the possibility of such damages.
5.4. Force Maieure If either party is delayed in its performance of any obligation under this MA due to causes or
effects reasonably beyond its control, that party shall not be held responsible for any damages resulting
from the delay. That party shall also give timely notice to the other party of such delay, and shall act in
good faith to resume performance as soon as practicable.
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5.5.Applicable Law/Dispute Resolution This MA is governed by the laws of the State of Texas. In the event of
litigation or other dispute resolution process instituted to resolve a claim under this MA,each party will bear
its own costs and expenses. The failure of either party to object to a breach of this MA will not prevent that
party from thereafter objecting to that breach or any other breach of this MA.
5.6. Assignment Accela may assign its rights and obligations hereunder for purposes of financing or pursuant to
corporate transactions involving the sale of all or substantially all of its stock or assets. Accela will provide
written notice of any such assignment to Customer within thirty (30) calendar days thereof. Accela may
subcontract with qualified third parties to provide portions of the Maintenance Services described
hereinabove.
5.7. Survival The following provisions will survive the termination or expiration of this MA: Section 2.1, as to
Customer's obligation to pay any fees associated with a lapse in maintenance coverage upon resumption
of such coverage; Section 3.3, as to limitation of remedy; Section 3.4 and all subsections thereof, as to
Customer's obligation to pay any fees accrued or due at the time of termination or expiration;Section 4 and
all subsections thereof; and Section 5 and all subsections thereof with the exceptions of Subsections 5.1
and 5.4.
5.8.Alternate Terms Disclaimed The parties expressly disclaim any alternate terms and conditions
accompanying drafts and/or purchase orders issued by Customer.
5.9. Severability and Amendment If any particular provision of this MA is determined to be invalid or
unenforceable, that determination will not affect the other provisions of this MA, which will be construed in
all respects as if the invalid or unenforceable provision were omitted. No extension, modification, or
amendment of this MA will be effective unless it is described in writing and signed by the Parties.
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Maintenance Agreement(MA),Version 08272007 Page 5 of 7
5.10.Right to Audit Accela agrees that the Customer shall, until the expiration of three (3) years after final
payment under this contract, have access to and the right to examine at reasonable times any directly
pertinent books,documents, papers and records of Accela involving transactions relating to this Contract at
no additional cost to the Customer. Accela agrees that Customer shall have access during normal working
hours to all necessary Accela facilities and shall be provided adequate and appropriate work space in order
to conduct audits in compliance with the provisions of this section. Customer shall give Accela reasonable
advance notice of intended audits. Accela further agrees to include in all its subcontractor agreements
hereunder a provision to the effect that the subcontractor agrees that Customer shall, until expiration of
three (3) years after final payment of the subcontract, have access to and the right to examine at
reasonable times any directly pertinent books, documents, papers and records of such subcontractor
involving transactions related to the subcontract, and further that Customer shall have access during
normal working hours to all subcontractor facilities and shall be provided adequate and appropriate work
space in order to conduct audits in compliance with the provisions of this paragraph. Customer shall give
subcontractor reasonable notice of intended audits.
ACCEL.A CUSTO _R
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By: By: .� (, L—
(signature) (Signature)
"C-fti M. S4tirgc-.r FGrnarnda Costa
(Print Name) (Print Name)
Its Asst. c..,W. Its Wine Assistant Ci+y Man�ycr
(Title) (Title)
Dated: 2•r'r.2-ov P Dated: 3�G/08
(Month,Day,Year) (Month,Day,Year)
ATTE TN�\
By:
City Secretary
Contract Authorization:
M&C: C- ZL(e 91
Date Approved: 3 /
APPROVED AS TO FORM AND LEGALITY:
By:
Assistant City Attorney
Exhibit Follows.
END OF DOCUMENT
CAN SKESIRRI-Y
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Maintenance Agreement(MA),Version 08272007 Page 6 of 7
EXHIBIT A
Deliverables Fees
Annual Maintenance for Accela Velocity Hall® Contractor Usage Fees $15,337.50
Annual Maintenance for Accela Permits Plus®—Base 150 Concurrent User Licenses $25,375.90
Annual Maintenance for Accela Permits POST'" Included with Base $0.00
Annual Maintenance for Accela Permits WorkFlowT°" Included with Base $0.00
Annual Maintenance for Accela Permits Office LinkTM Included with Base $0.00
Annual Maintenance for Accela Permits E-Mail ServerT"" Included with Base $0.00
Annual Maintenance for Accela Permits Plus Client Server"""(150 Concurrent User $5,051.95
Licenses
Annual Maintenance for Accela Permits Plus Connect for IVRTm(150 Concurrent User $2,807.15
Licenses
Total of Fees $48,572.502
1 Accela Velocity Hall®Contractor Usage Fees will be invoiced separately from Accela Permit Plus®maintenance
fees.
2 Total of Fees does not include applicable sales and use taxes, if any.
Maintenance Fees are fixed-price deliverables for which full payment is due upon signing.
END OF DOCUMENT
Maintenance Agreement(MA),Version 08272007 Page 7 of 7
City of Fort Worth, Texas
Mayor and Council Communication
COUNCIL ACTION: Approved on 3/4/2008
DATE: Tuesday, March 04, 2008
LOG NAME: 13P07-0277 REFERENCE NO.: **C-22691
SUBJECT:
Authorize a Sole Source Maintenance Agreement with Accela Inc., for Software Licenses and
Maintenance Support for the Planning and Development Department
RECOMMENDATION:
It is recommended that the City Council authorize a sole source maintenance agreement with Accela Inc.,
for software licenses and maintenance support for the Planning and Development Department.
DISCUSSION:
Currently the Permits Plus Software program is used for the management of the Planning and
Development Department permitting process. The Velocity Hall software is an add-on module to Permits
Plus designed to provide a seamless connection permitting customers to apply for and receive permits via
the Internet. The Planning and Development Department estimates spending $48,573.00 for annual
software licenses and maintenance support required from the vendor.
Accela Inc., is the documented sole source maintenance provider for the Permits Plus and Velocity Hall
software. The technical support is necessary to keep existing equipment functioning properly and for
making programming enhancements to the system. Velocity Hall is a co-located, hosted solution, also
maintained by Accela, Inc.
AGREEMENT TERMS - This agreement will be effective upon City Council approval March 4, 2008, and
continue through September 30, 2009, unless terminated earlier in accordance with its terms.
M/WBE - A waiver of the goal for M/WBE subcontracting requirements was requested by the Purchasing
Division and approved by the M/WBE Office because the purchase of goods or services is from sole source
provider.
FISCAL INFORMATION/CERTIFICATION:
The Finance Director certifies that funds are available in the current operating budget, as appropriated, of
the General Fund.
TO Fund/Account/Centers FROM Fund/Account/Centers
GG01 522500 0062000 $48,573.00
Submitted for City Manager's Office by: Karen Montgomery (6222)
Originating Department Head: Lena Ellis (8517)
Additional Information Contact: Jack Dale (8357)
Logname: 13P07-0277 Page 1 of 1