HomeMy WebLinkAboutContract 54576 CSC No.54576
Order Form
���� Proposed by: Bill Williams
Contact Phone:
Contact Email:bwilliams@accela.com
2633 Camino Ramon,Suite 500 Quote ID:Q-19721
San Ramon,CA 94583 Valid Through: 8/28/2020
Currency:USD
ORDER FORM
Address Information
Bill To: Ship To:
City of Fort Worth,TX City of Fort Worth,TX
Doug Zedler Doug Zedler
IT Solutions 200 Texas Street IT Solutions 200 Texas Street
Fort Worth Texas,76102 Fort Worth Texas,76102
United States United States
Billing Contact:Anabelle Dunn
Billing Phone:817-392-8461
Billing Email Address:anabelle.dunn@fortworthtexas.gov
Services
Services Start Date End Date Term Unit Price Quantity Total Price
Year1 (Mths)
T&M Services 8/28/2020 $235.00 170 $39,950.00
Total $39,950.00
Additional Terms
1. This Order shall be subject to the Accela Consulting Services Policy available at www.accela.com/terms/.
In case of a conflict,the order of precedence shall be the Order Form,Addendum,Consulting Services Pol-
icy,and SOW.
2. No additional or conflicting terms or conditions stated in Customer's order documentation,including pur-
chase 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.
3. If this Order Form is executed and/or returned to Accela by Customer after the Order Start Date above,Ac-
cela 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.
OFFICIAL RECORD
Vendor Services Agreement—Technology—Exhibit A CITY SECRETARY Page 1
of 15
FT. WORTH, TX
4. For the price listed above,Accela will provide 170 hours of Time and Material to City of Fort Worth,and
City of Fort Worth shall pay Accela for such hours.
5. Services are provided on a not-to-exceed basis and Accela shall not exceed the hours above,nor charge ad-
ditional fees,without the express written permission of the Customer.
6. Fees are exclusive of any travel and expenses,provided that the Time and Material are intended to be
provided remotely without such expenses. This Order Form for such Time and Material is non-can-
cellable and shall be invoiced for hours worked monthly in accordance with the Agreement.
7. Any work product or code created under this Order Form shall be owned by Accela.
IN WITNESS WHEREOF,the parties hereto have executed this Order Form as of the dates listed below.
ACCELA, INC. ("ACCELA") CITY OF FORT WORTH,TX
("CUSTOMER")
By: By: ►AV'&�
Valerie Washington(Sep 30,202010:02 CDT)
(Signature) (Signature)
Aaron Haggarty Valerie Washington
(Print Name) (Print Name)
Its: CLO Its: Assistant City Manager
(Title) (Title)
Dated: Sep 28, 2020 Dated: Sep 30, 2020
(Month,Day, Year) (Month,Day, Year)
OFFICIAL RECORD
Vendor Services Agreement—Technology—Exhibit A CITY SECRETARY Page 2
of 15
FT. WORTH, TX
SCOPE OF SERVICES
Statement of Work
City of Fort Worth, TX
7/16/2020
Version 1.0
Accela, Inc.
2633 Camino Ramon
Suite 120
San Ramon,CA 94583
Tel: 925-659-3200
SOW expires on 9/30/2020
Vendor Services Agreement—Technology—Exhibit A Page 3
of 15
TABLE OF CONTENTS
1 AD=Vr VMY 1 gyTS...................................................................................................................................................................4
DOCUMENTCONTROL..................................................................................................................................................................5
INTRODUCTION..............................................................................................................................................................................6
OVERVIEW..........................................................................................................................................................................................6
SCOPEOF SERVICES....................................................................................................................................................................6
WORKDESCRIPTION...........................................................................................................................................................................6
OUT OF SCOPE...................................................................................................................ERROR!BOOKMARK NOT DEFINED.
PROJECTASSUMPTIONS..............................................................................................................................................................6
GENERALPROJECT ASSUMPTIONS................................................................................................................................................6
PROJECTTIMELINE.......................................................................................................................................................................6
PROJECTCOMPLETION........................................................................................................................................................................6
PROJECTSPUT ON HOLD.............................................................................................................................................................7
PAYMENTTERMS...........................................................................................................................................................................7
PAYMENTSCHEDULE....................................................................................................................................................................7
EXPENSES.......................................................................................................................................................................................7
CONTRACTSUM..................................................................................................................................................................................7
ADMINISTRATION...........................................................................................................................................................................7
CHANGEORDERS..........................................................................................................................................................................7
EXPIRATION....................................................................................................................................................................................8
DISCLAIMERS......................................................................................................................................................................................8
SIGNATURES..................................................................................................................................................................................8
APPENDIX A-CHANGE ORDER..................................................................................................................................................9
SAMPLE CHANGE ORDER-PAGE 1....................................................................................................ERROR!BOOKMARK NOT DEFINED.
SAMPLECHANGE ORDER-PAGE 2..................................................................................................................................................9
Vendor Services Agreement—Technology—Exhibit A Page 4
of 15
Document Control
Date Author Version Change Reference
7/16/20 E Strang 1.0 SOW Creation
Vendor Services Agreement—Technology—Exhibit A Page 5
of 15
INTRODUCTION
Overview
This Statement of Work("SOW")dated 7/16/20 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
Fort Worth,Texas("Agency"or"Customer").This SOW is governed by the terms of the Vendor Services Agreement
("Agreement");however,if that Agreement has expired or has been terminated or does not apply,this SOW shall be
governed by the Consulting Services Policy at www.accela.com/terms/.
This statement of work represents a Time and Materials based engagement.
SCOPE of Services
The Agency has requested an up-to 170 hour engagement of Accela Services to provide
supplemental support of the installation and configuration of the Fire Commercial Inspection
solution.
Work Description
Accela will provide Services on a time and materials bases for the installation and configuration of the Fire
Commercial Inspection solution into the City of Fort Worth Accela Civic Platform.
Project management will be required for scheduling,planning and communication.Project management hours will be
deducted from the total hours contracted.
Accela will provide supplemental services to help with the Agency in the following areas. Accela will work at the
direction of the Agency's Project Manager.
• Initialize the On-Premise instance for Fire Inspection with the pre-configurations
o Development environment
o Includes input screens,inspections checklist,automations,and base reports
• Train/Enable your technical team regarding the pre-configurations and how to tailor the screens,workflows,
and automations
• Workshop Analysis for Fire Inspection Record and Enforcement Record
• Assistance to Agency technical resources
Project Assumptions
GENERAL PROJECTASSUMPTIONS
• 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. Failure to provide this access in a
timely fashion will result in a project delay. Such a delay will result in a Change Order.
• Agency will ensure that Accela resources have access to a Dev or Test version of the 3rd
party system for interface development. All interfaces will be developed against 1 (one),
agreed upon version of the 3rd party system.
• Agency and Accela agree that the scope of work described in this document cannot be
completed under the stated budget in this SOW.
PROJECT TIMELINE
The project is estimated to take 3 months. The projected start date for the Project is forty-five
(45) calendar days after mutual acceptance and signature of this SOW.
Project Completion
Upon completion of the work defined above,the Agreement will be closed.
Vendor Services Agreement—Technology—Exhibit A Page 6
of 15
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.
Any estimated hours remaining on the Project when Accela has completed the scope or this
project will not be used for other work without a Change Order delineating the scope.
PROJECTS PUT ONHOLD
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 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 SOW 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 SOW at the time of
the delay. After that time, Accela can choose to cancel the rest of the Agreement. To finish the
project will require a new Statement of Work at new pricing.
PAYMENT TERMS
PAYMENT SCHEDULE
• Invoices will be sent for hours worked monthly.
• Invoices are due net 30 of the invoice date.
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.
CONTRACTSUM
The project is expected to take 170 hours. The Hourly Rate is discounted from 250 per hour to
$235 per hour.The total estimated amount payable under this SOW,as calculated from the above-
mentioned fees, is $39,9SQ. 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.
ADMINISTRATION
CHANGE ORDERS
In order to make a change to the scope of 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 Services Change Order. 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 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
Vendor Services Agreement—Technology—Exhibit A Page 7
of 15
must be signed by Accela and Agency prior to commencing any activities defined in the change order. Standard
blended rate for Accela resources is$235 per hour. The Change Order Template is attached hereto as Appendix A.
EXPIRATION
This SOW must be executed by the parties before 9/30/2020. If the SOW is not executed,the current scope and
terms can be renegotiated.
Disclaimers
Accela makes no warranties in respect of the 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,interfaces and adaptors.
In the event Agency requires significant changes to this SOW(including cumulative revisions across any one or more
Change Orders)which Accela reasonably determines(a)is a material modification of the nature or scope of Services
as initially contemplated by the Parties under this SOW and/or (b) is significantly outside the Supported
Modifications, Accela may, upon no less than thirty (30) days' notice to Agency, suspend or terminate this SOW
and/or any Change Order issued hereunder.In the event of any such termination or suspension,the parties will work
together in finalizing agreed-upon Services.
Vendor Services Agreement—Technology—Exhibit A Page S
of 15
APPENDIX A-CHANGE ORDER
Agency: CO#: 1
Project Code: Date:
Contract ID:
Initiating Department:
Initiated By:
PROJECT CHANGE DESCRIPTION/TASK SUMMARY:
This change order addresses the...
Task Responsible
Acceptance Criteria:
Total Project Schedule Impact:
Total Project Resource Impact:
Total Project Cost Impact: $
Billing Terms:
Vendor Services Agreement—Technology—Exhibit A Page 9
of 15
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.
Valerie Washington(Sep 30,202010:02 CDT)
By: By:
Print N m�: Print Name:
Vaene Washington Aaron Haggarty
TitleAssistant City Manager Title CLO
Date: Se Date: p
p 30�2020 Se28 2020
Vendor Services Agreement—Technology—Exhibit A Page 10
of 15
ADDENDUM TO CONSULTING SERVICES POLICY
BETWEEN
THE CITY OF FORT WORTH
AND
ACCELA, INC.
This Addendum to the Consulting Services Policy("Addendum")is entered into by and between Accela.Inc.
("Vendor")and the City of Fort Worth("City"),collectively the"parties",for the description of services.
The Contract documents shall include the following:
1. The Statement of Work;and
2. This Addendum.
Notwithstanding any language to the contrary in the attached Statement of Work (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:
1. Term. The Agreement shall become effective upon the signing of the Agreement
by an Assistant City Manager of the City(the "Effective Date") and shall expire one (1) year after
the Effective Date (the Expiration Date"), unless terminated earlier in accordance with the provi-
sions of the Agreement or otherwise extended by the parties. The Agreement may be renewed for
0_(_0)of renewals at City's option, each a"Renewal Term."City shall provide Vendor with
written notice of its intent to renew at least thirty(30) days prior to the end of each term.
2. Termination.
a. Convenience. Either City or Vendor may terminate the Agreement at any
time and for any reason by providing the other party with 30 days written notice of termi-
nation.
b. Breach. If either party commits a material breach of the Agreement,the non-
breaching Party must give written notice to the breaching party that describes the breach
in reasonable detail. The breaching party must cure the breach ten (10) calendar days after
receipt of notice from the non-breaching party, or other time frame as agreed to by the
parties. If the breaching party fails to cure the breach within the stated period of time, the
non-breaching party may, in its sole discretion, and without prejudice to any other right
under the Agreement,law, or equity, immediately terminate this Agreement by giving writ-
ten notice to the breaching party.
C. Fiscal Funding Out. In the event no funds or insufficient funds are appro-
priated by City in any fiscal period for any payments due hereunder,City will notify Vendor
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.
Addendum Page 11 of 15
d. Duties and Obligations of the Parties. In the event that the Agreement is
terminated prior to the Expiration Date,City shall pay Vendor for services actually rendered
up to the effective date of termination and Vendor shall continue to provide City with ser-
vices requested by City and in accordance with the Agreement up to the effective date of
termination. Upon termination of the Agreement for any reason,Vendor shall provide City
with copies of all completed or partially completed documents prepared under the Agree-
ment. In the event Vendor has received access to City information or data as a requirement
to perform services hereunder, Vendor shall return all City provided data to City in a ma-
chine 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. Linked Terms and Conditions. If the Agreement contains a website link to terms
and conditions, the linked terms and conditions located at that website link as of the effective date
of the Agreement shall be the linked terms and conditions referred to in the Agreement. To the
extent that the linked terms and conditions conflict with any provision of either this Addendum or
the Agreement, the provisions contained within this Addendum and the Agreement shall control.
If any changes are made to the linked terms and conditions after the date of the Agreement, such
changes are hereby deleted and void.Further,if Vendor cannot clearly and sufficiently demonstrate
the exact terms and conditions as of the effective date of the Agreement, all of the linked terms
and conditions are hereby deleted and void.
6. Insurance. The City is a governmental entity under the laws of the state of Texas
and pursuant to Chapter 2259 of the Texas Government Code, entitled"Self-Insurance by Govern-
mental Units,"is self-insured and therefore is not required to purchase insurance. To the extent the
Agreement requires City to purchase insurance, City objects to any such provision, the parties
agree that any such requirement shall be null and void and is hereby deleted from the Agreement
and shall have no force or effect. City will provide a letter of self-insured status as requested by
Vendor.
7. Sovereign Immunity. Nothing herein constitutes a waiver of City's sovereign im-
munity. To the extent the Agreement requires City to waive its rights or immunities as a govern-
ment entity; such provisions are hereby deleted and shall have no force or effect.
Addendum Page 12 of 15
8. Limitation of Liability and Indemnity. To the extent the Agreement, in any way,
limits the liability of Vendor or requires City to indemnify or hold Vendor or any third party harm-
less from damages of any kind or character, City objects to these terms and any such terms are
hereby deleted from the Agreement and shall have no force or effect.
9. No Debt. In compliance with Article 11 § 5 of the Texas Constitution, it is under-
stood 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.
10. Confidential Information. City is a government entity under the laws of the State
of Texas and all documents held or maintained by City are subject to disclosure under the Texas
Public Information Act. To the extent the Agreement requires that City maintain records in viola-
tion of the Act, City hereby objects to such provisions and such provisions are hereby deleted from
the Agreement and shall have no force or effect. In the event there is a request for information
marked Confidential or Proprietary, City shall promptly notify Vendor. It will be the responsibility
of Vendor to submit reasons objecting to disclosure.A determination on whether such reasons are
sufficient will not be decided by City, but by the Office of the Attorney General of the State of
Texas or by a court of competent jurisdiction.
11. Addendum Controlling. If any provisions of the attached Agreement, conflict with
the terms herein, are prohibited by applicable law, conflict with any applicable rule, regulation or
ordinance of City, the terms in this Addendum shall control.
12. Immigration Nationality Act. Vendor shall verify the identity and employment el-
igibility of its employees who perform work under this Agreement, including completing the Em-
ployment Eligibility Verification Form(I-9). Upon request by City,Vendor shall provide City with
copies of all I-9 forms and supporting eligibility documentation for each employee who performs
work under this Agreement. Vendor shall adhere to all Federal and State laws as well as establish
appropriate procedures and controls so that no services will be performed by any Vendor employee
who is not legally eligible to perform such services. VENDOR SHALL INDEMNIFY CITY
AND HOLD CITY HARMLESS FROM ANY PENALTIES, LIABILITIES, OR LOSSES
DUE TO VIOLATIONS OF THIS PARAGRAPH BY VENDOR, VENDOR'S EMPLOY-
EES,SUBCONTRACTORS,AGENTS,OR LICENSEES.City,upon written notice to Vendor,
shall have the right to immediately terminate this Agreement for violations of this provision by
Vendor.
13. No Boycott of Israel. If Vendor has fewer than 10 employees or the Agreement is
for less than $100,000, this section does not apply. Vendor 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 com-
pany 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, Vendor cer-
tifies that Vendor's signatureprovides written verification to City that Vendor: (1)does not boycott
Israel; and(2) will not boycott Israel during the term of the Agreement.
Addendum Page 13 of 15
14. Right to Audit. Vendor agrees that City shall,until the expiration of three (3) years
after final payment under the Agreement, have access to and the right to examine any directly
pertinent books, documents, papers and records of Vendor involving transactions relating to the
Agreement.Vendor agrees that City shall have access during normal working hours to all necessary
Vendor facilities and shall be provided adequate and appropriate workspace in order to conduct
udits in compliance with the provisions of this section. City shall give Vendor reasonable advance
notice of intended audits.
(signature page follows)
Addendum Page 14 of 15
ACCEPTED AND AGREED:
CITY:
City of Fort Worth Contract Compliance Manager:
By signing I acknowledge that I am the person
responsible for the monitoring and administration
4-4— of this contract,including ensuring all
By: performance and reporting requirements.
Name: Valerie Washington
Title: Assistant City Manager
Date: Sep 30,2020 By: 1h�° U53�
Name: Leah M.Huff
Approval Recommended: Title: ' °r ftj' Mange—MOffiCe
Approved as to Form and Legality:
By: K
Name: Kevin Gunn
Title: Director IT Solutions 4 'a 444Il B a
p F FO ..tyO�dd Name: John B. Strong
Attest: Title: Assistant City Attorney
" *�d
TEXpSoap Contract Authorization:
By: for Ronald RGonzales bUaaaao M&C:
Name: Mary J.Kayser
Title: City Secretary
VENDOR:
Vendor Name
ACCELA,INC.
By:
Name: AaronHaggary
Title: CLO
Date: Sep 28,2020
OFFICIAL RECORD
Vendor Services Agreement—Technology— Page 15 of CITY SECRETARY
15
FT. WORTH, TX