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HomeMy WebLinkAboutContract 57577 CSC No.57577 MAINTENANCE AGREEMENT 1. Parties ACCELA CUSTOMER Accela, Inc. City of Fort Worth, TX 2633 Camino Ramon, Suite 500 IT Solutions Bishop Ranch 3 200 Texas Street San Ramon, California 94583 Fort Worth, TX 76102 Attention: Legal Department Attention:Angela Estrada T: 925.659.3200 T: e-Mail: DG legal(c�accela.com e-Mail: angela.estrada@fortworthtexas.gov 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. This MA is effective as of the last date of signature below and the terms hereunder will continue for a period of one (1)year beginning on the Effective Date and ending February 15, 2023. Customer may elect to continue its maintenance coverage for additional annual terms by providing Accela with written notice of its intent to continue its maintenance coverage at least thirty(30)days prior to the end of each term and paying to Accela the fees associated with such terms when these are due; said fees will not increase by more than ten percent (10%) from the maintenance fees for the preceding term. 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. 3. Scope of Maintenance 3.1 Maintenance Services As provided herein and in Exhibit B: 3.1.1 General Requirements and Hours of Operation (Standard or Preferred Support) Standard Support a. Ticketing Support:Accela will provide access to a ticketing system,which will be available twenty-four(24) hours per day,seven(7)days per week.A qualified support specialist shall use commercially reasonably efforts to answer questions and resolve problems regarding the Subscription Service from 4:00 A.M. until 6:00 P.M. Pacific Standard Time Monday through Friday, excluding Accela's observed holidays. b. Telephone Support: Accela's Customer Support Department, a live technical support facility, will be available to Customer from 4:00 A.M. until 6:00 P.M. Pacific Standard Time Monday through Friday, excluding Accela'sobserved holidays. c. Online Support Material: Available twenty-four (24) hours, seven (7) days a week, Accela will make available to Customer certain archived software updates and other technical information in Accela's online support databases. (1) Agency Contacts: "Agency Contacts"are the individuals who will be the primary users of the Support Plan.You may designate up to two(2)Agency Contacts and agree to let Accela know if they change. OFFICIAL RECORD CITY SECRETARY FT.WORTH,TX Your Agency Contacts will be responsible for: Overseeing your Agency's support case activity,developing and deploying troubleshooting processes within your Agency's organization. Agency will ensure Agency Contacts: Have completed the Administrator Training offered as part of Accela's implementation and adoption programs. Are knowledgeable about the Agency's configured solution in order to assist Accela in analyzing and resolving technical issues. Have a basic understanding of any problem that is the subject of a case, and the ability to reproduce the problem in order to assist Accela in diagnosing and triaging the problem. Preferred Support a. Ticketing Support:Accela will provide access to a ticketing system,which will be available twenty-four (24) hours per day, seven (7) days per week. A qualified support specialist shall use commercially reasonably efforts to answer questions and resolve problems regarding the Subscription Service from 4:00 A.M. until 6:00 P.M. Pacific Standard Time Monday through Friday, excluding Accela's observed holidays. b. Telephone Support: Accela Customer Support Department, a live technical support facility, will be available in English to your identified Agency Contacts twenty-four hours a day, seven days a week (including weekends and holidays). Telephone support will be handled via a dedicated Preferred Support line. Access to Accela self-service resources is available 24x7 through the Accela Success Community site. Cases may be handled by a triage agent, who will document the case and route it to the appropriate Accela support engineer for resolution. Accela supportengineers will follow through on the case for the Agency Contacts.Actual resolution time will vary. Resolutions can take many forms—a workaround, code update, user training, or other solution. c. Online Support Material: Available twenty-four (24) hours, seven (7) days a week, Accela will make available to Customer certain archived software updates and other technical information in Accela's online support databases. (1) Agency Contacts: "Agency Contacts" are the individuals who will be the primary users of the Support Plan.You may designate up to ten (10)Agency Contacts and agree to let Accela know if they change. Your Agency Contacts will be responsible for: Overseeing your Agency's support case activity, developing and deploying troubleshooting processes within your Agency's organization. Agency will ensure Agency Contacts: Have completed the Administrator Training offered as part of Accela's implementation and adoption programs. Are knowledgeable about the Agency's configured solution in order to assist Accela in analyzing and resolving technical issues. Have a basic understanding of any problem that is the subject of a case, and the ability to reproduce the problem in order to assist Accela in diagnosing and triaging the problem. (2) Submitting a Case: Agency Contacts may submit cases via: a. the online support portal by logging into the Accela Success Community at https://success.accela.com and selecting Get Support>Submit a case or b. a telephone call to Customer Support as described below(For Severity Level 1 and Severity Level 2 2 issues,Agency must call Customer Support) (3) Updates: Updates may address security fixes, critical patches, general maintenance functionality, and documentation and shall be made available at Accela's discretion. Accela is under no obligation to develop any future functionality or enhancements unless otherwise specified in the Agreement. If an update for the Service is made available to Customer pursuant to this Support Policy, it will automatically replace the previous version of the applicable Service. Where practical,Accela will schedule Updates during non-business hours and will provide Customers with advance notice of all Updates. 3.2. Maintenance Exclusions 3.2.1. Exclusions 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. Exclusions: The following Support Exclusions are not covered by this MA; however, they may be separately available at rates and on terms which may vary from those described herein: a. Support or Services required due to Customer's or any End User's or third party's misuse of the Accela maintained software; b. Support or Services required due to Software data loss by fault of Customer or corrections, customizations,or modifications not developed or authorized by Accela; c. Support or Services during times outside of Accela's regular business hours stated above; d. Support or Services necessitated by external factors outside of Accela's reasonable control, including any force majeure event or related problems; e. Support of or caused by customizations (if outside of Accela's best practice recommendations), configuration changes, scripting, or data loss caused by or on behalf of Customer or any End User; f. Support of or caused by Customer's or any End User's or third party's equipment,software or other technology; g. Services required to resolve or work-around conditions which cannot be reproduced in Accela's support environment; h. 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; i. Services requested by Customer to implement software updates provided by Accela pursuant to this Agreement; and j. New or additional applications,modules,orfunctionality released by Accela during the term of this Agreement. Any support services falling within these Support Exclusions may be provided by Accela at its discretion and, if so provided, may be subject to additional pricing and support terms as specified by Accela. 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. Service Commitment 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 does not materially differ from documented specifications. Accela may make repeated efforts within a reasonable time period to resolve maintenance requests. When a maintenance request cannot be resolved, Customer's exclusive remedy will be repair or replacement, as determined by Accela 3.4. Compensation 3 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 Customer will be invoiced for all amounts upon occurrence of the billing events described in Exhibit A,or such other Order Form(s)as may be issued to Customer by Accela during the term of this MA. All fees paid are non-refundable. 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. The payment terms of all invoices are net thirty (30) calendar days from the dates of the invoices;fees paid are non-refundable. 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. However, Customer will comply with this paragraph, to the extent the contractual compliance is in accordance with and does not violate the Texas Public Information Act. "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 Party'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"). 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. 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. These disclosures may include press releases or other communications to media,display on Accela web sites, or 4 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. 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. If a third-party product is supplied by Accela, no support for any third party product is provided, unless an addendum is attached hereto, identifying the product and specifying the terms and conditions of any support. 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 fees paid to Accela by Customer during the twelve (12) calendar months immediately preceding the circumstances which give rise to such claim(s) of liability, even if Accela or its agents have been advised of the possibility of such damages. 5.4. Force Maieure If either party is delayed in its performance of any obligation under this MA due to causes or effects beyond its control, that party will give timely notice to the other party and will act in good faith to resume performance as soon as practicable. 5.5. Dispute Resolution This MA is governed by the laws of the State of Texas. Any controversy or claim arising out of or relating to this MA, 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 in Fort Worth,TX. 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 MA,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 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 may subcontract with qualified third parties to provide portions of the Maintenance Services described hereinabove. 5 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. This Agreement constitutes the entire agreement between the parties regarding the subject matter herein. 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. ACCELA CUSTOMER By: PDocuSigned by: �/1 VGL�81^GG' yj/a512GYIGIIfI/f(i am& (�a (AN 1� By. Valerie Washington(May 18,2 218:42 CDT) A04499D928344D8... Signature Signature Aaron Haggarty Valerie Washington Print Name Print Name Its Chief legal officer Its Assistant City Manager Title Title Dated: 3/28/2022 Dated: May 18,2022 Month, Day,Year Month, Day,Year OFFICIAL RECORD CITY SECRETARY FT.WORTH, TX 6 EXHIBIT A Order Form MW Proposed by: Kristine Nelson 10-4 I Contact Phone: 212.430.4767 Mft Accela Contact Email: knelson@accela.com Quote ID: Q-25577 2633 Camino Ramon, Suite 500 Valid Through: 2/15/2022 San Ramon, CA, 94583 Currency: USD Renewal Order Form Address Information Bill To: Ship To: City of Fort Worth, TX City of Fort Worth, TX IT Solutions IT Solutions 200 Texas Street 200 Texas Street Fort Worth, Texas 76102 Fort Worth, Texas 76102 United States United States Billing Name: Angela Estrada Billing Phone: Billing Email: angela.estrada@fortworthtexas.gov Services Year Start Date End Date Term Price Qty Net Total (Months) Dept: Development Services- Year 1 2/16/2022 2/15/2023 12 $27,686.34 1 $27,686.34 Accela Citizen Access Dept: Development Services- Year 1 2/16/2022 2/15/2023 12 $24,433.43 1 $24,433.43 Accela GIS Site License Dept: Development Services- Year 1 2/16/2022 2/15/2023 12 $109,950.39 1 $109,950.39 Accela Land Management Site License Dept: Development Services- Year 1 2/16/2022 2/15/2023 12 $755.75 115 $86,910.85 Accela Mobile Office Users Dept: Development Services Year 1 2/16/2022 2/15/2023 12 $1,097.43 45 $49,384.29 -Accela Licensing and Case Management Users Dept: Water-Accela Licensing Year 1 2/16/2022 2/15/2023 12 $610.95 5 $3,054.74 and Case Management Users Dept: Property Management Year 1 2/16/2022 2/15/2023 12 $610.95 10 $6,109.48 -Accela Licensing and Case Management Users TOTAL: $307,529.52 Ypqr ate Term e (Months) Dept: Development Services- Year 2 2/16/2023 2/15/2024 12 $29,070.65 1 $29,070.65 Accela Citizen Access Dept: Development Services- Year 2 2/16/2023 2/15/2024 12 $25,655.10 1 $25,655.10 Accela GIS Site License 8 Services tart Date d Date Term IL Price Qty (Months) L Al" Dept: Development Services- Year 2 2/16/2023 2/15/2024 12 $115,447.91 1 $115,447.91 Accela Land Management Site License Dept: Development Services- Year 2 2/16/2023 2/15/2024 12 $793.53 115 $91,256.40 Accela Mobile Office Users Dept: Development Services Year 2/16/2023 2/15/2024 12 $1,152.30 45 $51,853.51 -Accela Licensing and Case Management Users Dept: Water-Accela Licensing Year 2 2/16/2023 2/15/2024 12 $641.50 5 $3,207.48 and Case Management Users Dept: Property Management Year 2 2/16/2023 2/15/2024 12 $641.50 10 $6,414.95 -Accela Licensing and Case Management Users TOTAL: $322,906.00 ervices Start Date End Date Term Price (Months) Dept: Development Services- Year 37 2/16/2024 2/15/2025 12 $30,524.19 1 $30,524.19 Accela Citizen Access Dept: Development Services- Year 3 2/16/2024 2/15/2025 12 $26,937.85 1 $26,937.85 Accela GIS Site License Dept: Development Services- Year 3 2/16/2024 2/15/2025 12 $121,220.31 1 $121,220.31 Accela Land Management Site License Dept: Development Services- Year 3 2/16/2024 2/15/2025 12 $833.21 115 $95,819.22 Accela Mobile Office Users Dept: Development Services Year 3 2/16/2024 2/15/2025 12 $1,209.92 45 $54,446.18 -Accela Licensing and Case Management Users Dept: Water-Accela Licensing Year 3 2/16/2024 2/15/2025 12 $673.57 5 $3,367.86 and Case Management Users Dept: Property Management Year 3 2/16/2024 2/15/2025 12 $673.57 10 $6,735.70 -Accela Licensing and Case Management Users TOTAL: $339,051.31 Pricing Summary Period Net Total Year 1 $307,529.52 Year 2 $322,906.00 Year 3 $339,051.31 Total $969,486.83 9 Renewal Terms/Information: General Information Governing Agreement(s) This Order Form for maintenance will be governed by the applicable maintenance terms and conditions. If those terms and conditions are non-existent, have expired or have otherwise been terminated, the following terms at https://www.accela.com/terms/will govern as applicable, based on the Customer's purchase. Order Terms 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;. 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. • 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 This Order Form replaces all previous order forms for the terms listed above and will govern the Software, Maintenance, and/or Services items listed on this Order Form. • In the event of an inconsistency between this Order Form, any governing agreement, purchase order, or invoice, the Order Form shall govern as it pertains to this transaction. • For Software Licenses, Accela may terminate this Order Form in the event the Software 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. • This Order Form reflects a relinquishment of 55 Accela Asset Management Users. Payment Terms 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 None unless otherwise specified in this location. Payment Terms 10 Purchase Order If Customer requires PO number on invoices, it must be provided below and Customer must provide a copy of the PO prior to invoice issuance. If no PO number provided prior to invoice issuance date, invoices issued on this Order Form will be valid without a PO reference. PO# Signatures Accela, Inc. Customer Signature: DocuSigned by: Signature: LIA04499D928344D8.. aV vu � y LLAL 6GK4"r f(i. Valerie Washington(May 18,2tr22 18:42 CDT) Print Name: Print Name: Aaron Haggarty Valerie Washington Title: Title: chief Legal officer Assistant City Manager Date: Date: 3/28/2022 May 18,2022 11 EXHIBIT B Accela, Inc. Consolidated SaaS Support Policies This document contains two policies, the Standard Support SaaS Services and the Preferred Support SaaS Services Policies. Please refer to the appropriate section, depending on the level of Support Services you have purchased from Accela. In the eventyou are unsure orwish to upgrade your Support Services Level,please contact your account manager. 12 Version.2021.4.21 (Select One) Policy 1 Accela, Inc. Standard SaaS Support Services PolicyDated:April 21, 2021 This Accela Standard SaaS Support Services Policy ("Support Policy") governs the terms under which Accela provides Support Services and is subject to the SaaS services agreement("Agreement")entered into between Accela and the recipient of such services ("Customer"). This Support Policy may be updated from time to time by Accela in its sole discretion. General Requirements and Hours of Operation a. Ticketing Support: Accela will provide access to a ticketing system, which will be available twenty-four (24) hours per day, seven (7)days per week.A qualified support specialist shall use commercially reasonably efforts to answer questions and resolve problems regarding the Subscription Service from 4:00 A.M. until 6:00 P.M. Pacific Standard Time Monday through Friday, excluding Accela's observed holidays. b. Telephone Support: Accela's Customer Support Department, a live technical support facility, will be available to Customer from 4:00 A.M. until 6:00 P.M. Pacific Standard Time Monday through Friday, excluding Accela'sobserved holidays. c. Online Support Material: Available twenty-four (24) hours, seven (7) days a week, Accela will make available to Customer certain archived software updates and other technical information in Accela's online support databases. (1) Agency Contacts: "Agency Contacts"are the individuals who will be the primary users of the Support Plan.Youmay designate up to two (2)Agency Contacts and agree to let Accela know if they change. Your Agency Contacts will be responsible for: Overseeing your Agency's support case activity,developing and deploying troubleshooting processes within your Agency's organization. Agency will ensure Agency Contacts: Have completed the Administrator Training offered as part of Accela's implementation and adoption programs.Are knowledgeable about the Agency's configured solution in order to assist Accela in analyzing and resolving technical issues. Have a basic understanding of any problem that is the subject of a case, and the ability to reproduce the problem in order to assist Accela in diagnosing and triaging the problem. 13 Version.2021.4.21 (2) Submitting a Case Agency Contacts may submit cases via: a. the online support portal by logging into the Accela Success Community at https://success.accela.com and selecting Get Support>Submit a case or b. a telephone call to Customer Support as described below(For Severity Level 1 and Severity Level 2 issues,Agency must call Customer Support) (3) Updates Updates may address security fixes, critical patches, general maintenance functionality, and documentation and shall be made available at Accela's discretion. Accela is under no obligation to develop any future functionality or enhancements unless otherwise specified in the Agreement. If an update for the Service is made available to Customer pursuant to this Support Policy, it will automatically replace the previous version of the applicable Service. Where practical,Accela will schedule Updates during non-business hours and will provide Customers with advance notice of all Updates. (4) Upgrade/Downgrade of Severity Level If, during the Support Request process, the issue either warrants assignment of a higher severity level than currently assigned or no longer warrants the severity level currently assigned based on its current impact on the production operation of the SaaS offering, then the severity level will be upgraded or downgraded accordingly to the severity level that most appropriately reflects its current impact. (s) Customer Cooperation Accela must be able to reproduce errors in order to resolve them.Agency agrees to cooperate and work closely with Accela to reproduce errors, including,without limitation, conducting diagnostic or troubleshooting activities,implementation of fixes or updates previously provided by Accela, or providing information as reasonably requested and appropriate.Also,Accela may access Agency Contacts account and/or an admin account and/or Agency's personnel may be asked to provide remote access to their internal system for, without limitation, conducting diagnostic or troubleshooting activities, or implementation of fixes or updates previously provided by Accela. (6) Third Party Product Support If any third-party software is supplied by Accela,Accela disclaims all support obligations for such third-party software, unless expressly specified by Accela in Customer's Agreement. 14 Version.2021.4.21 (7) Exclusions The following Support Exclusions are not covered by this Support Policy: a. Support required due to Customer's or any End User's or third party's misuse of the Services; b. Support during times outside of Accela's regular business hours stated above; c. Support necessitated by external factors outside of Accela's reasonable control, including any force majeureevent or Internet access or related problems beyond the Ser vice demarcation point; d. Support of or caused by customizations (if outside of Accela's best practice recommendations), configuration changes, scripting, or data loss caused by or on behalf of Customer or any End User; e. Support of or caused by Customer's or any End User's or third party's equipment, software or other technology(other than third party equipment within Accela's direct control); f. Support to resolve or work-around conditions which cannot be reproduced in Accela's support environment and g. Support of any software add-ons supplied together with the Service (except where specified in the customer's Agreement). Any support services falling within these Support Exclusions may be provided by Accela at its discretion and, if so provided, may be subject to additional pricing and support terms as specified by Accela. (s) Error Classification Functional Definitions: For the purposes of error classification, essential or major functions include: data capture features, SLA and alarming features, performance management features and application performance problem resolution features. Severity Definition Level 1 Supported Product is non-functional or seriously affected and there is no reasonable workaround available e. . business is halted). Level 2 Supported Product is affected and there is no workaround available or the workaround is impractical(e.g. Supported Product response is very slow, day today operations continue but are impacted by the work around). Level 3 Supported Product is non-functional however a convenient workaround exists (e.g. non-critical feature is unavailable or requires additional user intervention). Level 4 Supported Product works, but there is a minor problem(e.g. incorrect label,or cosmetic defect). 15 Version.2021.4.21 (9) Target Initial Response Time Accela will use commercially reasonable efforts to respond to each case within the applicable response time described in the table below: Target Initial Response Time by Case Severity Severity Target Initial Response Level Time 1 1 days 2 3 daySa 3 5 daySa 4 7 daySa a Initial response times are including M-F, 4 am to 6 pm PT, excluding weekends and holidays. Severity Level 1 and 2 cases must be submitted via telephone as described above. Severity Level 1 and 2 target initial response times do notapply to cases submitted via email or electronically via the Accela Success Community. 16 Version.2021.4.21 Policy 2 Accela, Inc. Preferred SaaS Support PolicyDated:April 21, 2021 This Accela Preferred SaaS Support Services Policy ("Support Policy") governs the terms under which Accela provides Support Services and is subject to the SaaS services agreement("Agreement")entered into between Accela and the recipient of such services ("Customer"). This Support Policy may be updated from time to time by Accela in its sole discretion. This policy only applies to Customers that have purchased Preferred Level Support. General Requirements and Hours of Operation a. Ticketing Support: Accela will provide access to a ticketing system, which will be available twenty- four (24) hours per day, seven (7) days per week. A qualified support specialist shall use commercially reasonably efforts to answer questions and resolve problems regarding the Subscription Service from 4:00 A.M. until 6:00 P.M. Pacific Standard Time Monday through Friday, excluding Accela's observed holidays. b. Telephone Support:Accela Customer Support Department, a live technical support facility,will be available in English to your identified Agency Contacts twenty-four hours a day, seven days a week (including weekends and holidays). Telephone support will be handled via a dedicated Preferred Support line. Access to Accela self-service resources is available 24x7 through the Accela Success Community site. Cases may be handled by a triage agent, who will document the case and route it to the appropriate Accela support engineer for resolution.Accela supportengineers will follow through on the case for the Agency Contacts.Actual resolution time will vary. Resolutions can take many forms— a workaround, code update, user training, or other solution. c. Online Support Material:Available twenty-four(24) hours, seven (7)days a week,Accela will make available to Customer certain archived software updates and other technical information in Accela's online support databases. (1) Agency Contacts: "Agency Contacts"are the individuals who will be the primary users of the Support Plan.You may designate up to ten (10)Agency Contacts and agree to let Accela know if they change. Your Agency Contacts will be responsible for: Overseeing your Agency's support case activity, developing and deploying troubleshooting processes within your Agency's organization. Agency will ensure Agency Contacts: Have completed the Administrator Training offered as part of Accela's implementation and adoption programs.Are knowledgeable about the Agency's configured solution in order to assist Accela in analyzing and resolving technical issues. Have a basic understanding of any problem that is the subject of a case, and the ability to reproduce the problem in order to assist Accela in diagnosing and triaging the problem. (2) Submitting a Case: Agency Contacts may submit cases via: c. the online support portal by logging into the Accela Success Community at https://success.accela.com and selecting Get Support>Submit a case or d. a telephone call to Customer Support as described below(For Severity Level 1 and Severity Level 2 issues,Agency must call Customer Sup17port) Version.2021.4.21 (s) Updates: Updates may address security fixes, critical patches, general maintenance functionality, and documentation and shall be made available at Accela's discretion.Accela is under no obligation to develop any future functionality or enhancements unless otherwise specified in the Agreement. If an update for the Service is made available to Customer pursuant to this Support Policy,it will automatically replace the previous version of the applicable Service. Where practical,Accela will schedule Updates during non-business hours and will provide Customers with advance notice of all Updates. (4) Upgrade/Downgrade of Severity Level: If,during the Support Request process,the issue eitherwarrants assignment of a higher severity level than currently assigned or no longer warrants the severity level currently assigned based on its current impact on the production operation of the SaaS offering, then the severity level will be upgraded or downgraded accordingly to the severity level that most appropriately reflects its current impact. (s) Customer Cooperation: Accela must be able to reproduce errors in order to resolve them.Agency agrees to cooperate and work closely with Accela to reproduce errors, including conducting diagnostic or troubleshooting activities, implementation of fixes or updates previously provided by Accela,or providing information as reasonably requested and appropriate.Also,Accela may access Agency Contacts account and/or an admin account and/or Agency's personnel may be asked to provide remote access to their internal system for,without limitation, conducting diagnostic or troubleshooting activities, or implementation of fixes or updates previously provided by Accela. (6) Third Party Product Support: If any third-party software is supplied by Accela, Accela disclaims all support obligations for such third-party software, unless expressly specified by Accela in Customer's Agreement. (7) Named Technical Support Advisor: Accela will provide a named technical support advisor for any Preferred support plan holders. The technical support advisor will have knowledge of the customers system and provide oversite for any support cases created with Accela. They will also facilitate the following: 1. Scheduled calls to review open support tickets with Accela and 2. a monthly service review to review overall support performance. 18 Version.2021.4.21 (s) Monthly APO Data Loads: Included with the Preferred support plan is a monthly upload of APO data to your hosted environment. This mustbe requested following the methods outlined in the case submission process in this document.All APO load caseswill be addressed as a Sev3 severity level case. (9) Exclusions: The following Support Exclusions are not covered by this Support Policy: a. Support required due to Customer's or any End User's or third party's misuse of the Services; b. Support during times outside of Accela's regular business hours stated above; c. Support necessitated by external factors outside of Accela's reasonable control, including any force majeureevent or Internet access or related problems beyond the Service demarcation point; d. Support of or caused by customizations (if outside of Accela's best practice recommendations), configuration changes, scripting, or data loss caused by or on behalf of Customer or any End User; e. Support of or caused by Customer's or any End User's or third party's equipment, software or other technology(other than third party equipment within Accela's direct control); f. Support to resolve or work-around conditions which cannot be reproduced in Accela's support environment and g. Support of any software add-ons supplied together with the Service (except where specified in the Agreement). Any support services falling within these Support Exclusions may be provided by Accela at its discretion and, if so provided, may be subject to additional pricing and support terms as specified by Accela. (1o) Error Classification: Functional Definitions: For the purposes of error classification, essential or major functions include: data capture features,SLA and alarming features, performance management features and application performance problem resolution features. Severity Definition Level 1 Supported Product is non-functional or seriously affected and there is no reasonable workaround available(e.g. business is halted). Level 2 Supported Product is affected and there is no workaround available or the workaround is impractical(e.g. Supported Product response is very slow, day today operations continue but are impacted by the work around). Level 3 Supported Product is non-functional however a convenient workaround exists e. . non-critical feature is unavailable or requires additional user intervention). Level 4 Supported Product works, but there is a minor problem(e.g. incorrect label,or cosmetic defect). 19 Version.2021.4.21 (11)Target Initial Response Time:Accela will use commercially reasonable efforts to respond to each case within the applicable response timedescribed in the table below: Target Initial Response Time by Case Severity Severity Target Initial Response Level Time 1 1 hours 2 4 hourSa 3 8 hourSa 4 24 hourSa a Initial response times are 247, including weekends and holidays. Severity Level 1 and 2 cases must be submittedvia telephone as described above. Severity Level 1 and 2 target initial response times do not apply to cases submitted electronically. 20 Version.2021.4.21 Accela, Inc. Consolidated On-Premise Support Policies This document contains two policies, the Standard Support On-Premise Services and the Preferred Support On-Premise Services Policies. Please refer to the appropriate section, depending on the level of Support Services you have purchased from Accela._ In the event you are unsure or wish to upgrade your Support Services Level, please contact your account manager. 21 Version.2021.4.21 (Select One) Policy 1 Accela Inc. Standard On-Premise Support Services Policy Dated:April 21, 2021 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. General Requirements and Hours of Operation a. Ticketing Support: Accela will provide access to a ticketing system, which will be available twenty-four(24) hours per day, seven (7) days per week. A qualified support specialist shall use commercially reasonably efforts to answer questions and resolve problems regarding the Subscription Service from 4:00 A.M. until 6:00 P.M. Pacific Standard Time Monday through Friday, excluding Accela's observed holidays. b. Telephone Support:Accela's Customer Support Department,a live technical support facility,will be available to Customer from 4:00 A.M. until 6:00 P.M. Pacific Standard Time Monday through Friday, excluding Accela's observed holidays. c. Online Support Material:Available twenty-four(24)hours,seven(7)days a week,Accela will make available to Customer certain archived software updates and other technical information in Accela's online support databases. (1) Agency Contacts: "Agency Contacts" are the individuals who will be the primary users of the Support Plan. You may designate up to two(2)Agency Contacts and agree to let Accela know if they change. Your Agency Contacts will be responsible for: Overseeing your Agency's support case activity, developing and deploying troubleshooting processes within your Agency's organization. Agency will ensure Agency Contacts: Have completed the Administrator Training offered as part of Accela's implementation and adoption programs.Are knowledgeable about the Agency's configured solution in order to assist Accela in analyzing and resolving technical issues. Have a basic understanding of any problem that is the subject of a case, and the ability to reproduce the problem in order to assist Accela in diagnosing and triaging the problem. (2) Submitting a Case: Agency Contacts may submit cases via: a. the online support portal by logging into the Accela Success Community at https://success.accela.com and selecting Get Support>Submit a case or b. a telephone call to Customer Support as described below(For Severity Level 1 and Severity Level 2 issues, Agency must call Customer Support) (s) Updates: Updates may address security fixes, critical patches, general maintenance functionality, and documentation and shall be made available at Accela's discretion.Accek is under no obligation to develop any future functionality or enhancements unless otherwise specified in the Agreement. If an update is released it will be made available for Version.2021.4.21 general availability for on-premise customers on the Accela FTP site. (4) Upgrade/Downgrade of Severity Level: If, during the Support Request process, the issue either warrants assignment of a higher severity level than currently assigned or no longer warrants the severity level currently assigned based on its current impact on the production operation of the SaaS offering, then the severity level will be upgraded or downgraded accordingly to the severity level that most appropriately reflects its current impact. (s) Customer Cooperation: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.Accela must be able to reproduce errors in order to resolve them. Agency agrees to cooperate and work closely with Accela to reproduce errors, including conducting diagnostic or troubleshooting activities, implementation of fixes or updates previously provided by Accela, or providing information as reasonably requested and appropriate.Also,Accela may access Agency Contacts account and/or an admin account and/or Agency's personnel may be asked to provide remote access to their internal system for,without limitation, conducting diagnostic or troubleshooting activities, or implementation of fixes or updates previously provided by Accela. (6) Third Party Product Support: If any third-party software is supplied by Accela,Accela disclaims all support obligations for such third-party software, unless expressly specified by Accela in Customer's Agreement. (7) Exclusions: The following Support Exclusions are not covered by this Support Policy; however, they may be separately available at rates and on terms which may vary from those described herein: a. Support or Services required due to Customer's or any End User's or third party's misuse of the Accela maintained software; b. Support or Services required due to Software data loss by fault of Customer or corrections, customizations,or modifications not developed or authorized by Accela; c. Support or Services during times outside of Accela's regular business hours stated above; d. Support or Services necessitated by external factors outside of Accela's reasonable control, including any force majeure event or related problems; e. Support of or caused by customizations (if outside of Accela's best practice recommendations), configuration changes, scripting, or data loss caused by or on behalf of Customer or any End User; f. Support of or caused by Customer's or any End User's or third party's equipment,software or other technology; 23 Version.2021.4.21 g. Services required to resolve or work-around conditions which cannot be reproduced in Accela's support environment; h. 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; i. Services requested by Customer to implement software updates provided by Accela pursuant to this Agreement; and j. New or additional applications,modules,orfunctionality released by Accela during the term of this Agreement. Any support services falling within these Support Exclusions may be provided by Accela at its discretion and, if so provided, may be subject to additional pricing and support terms as specified by Accela. (s) Error Classification Functional Definitions: For the purposes of error classification, essential or major functions include data capture features, SLA and alarming features, performance management features and application performance problem resolution features. Severity Definition Level 1 Supported Product is non-functional or seriously affected and there is no reasonable workaround available(e.g. business is halted). Level 2 Supported Product is affected and there is no workaround available or the workaround is impractical(e.g. Supported Product response is very slow, day to day operations continue but are impacted by the work around). Level 3 Supported Product is non-functional however a convenient workaround exists e. . non-critical feature is unavailable or requires additional user intervention). Level 4 Supported Product works, but there is a minor problem(e.g. incorrect label, or cosmetic defect). (9)Target Initial Response Time: Accela will use commercially reasonable efforts to respond to each case within the applicable response time described in the table below: Target Initial Response Time by Case Severity Severity Target Initial Response Level Time 1 1 days 2 3 daySa 3 5 daySa 4 7 daySa a Initial response times are including M-F, 4 am to 6 pm PT, excluding weekends and holidays. Severity Level 1 and 2 cases must be submitted via telephone as described above. Severity Level 1 and 2 target initial response times do not apply to cases submitted via email or electronically via the Accela Success Community. 24 Version.2021.4.21 Policy 2 Accela Inc. Preferred On-Premise Support Policy Dated:April 21, 2021 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. General Requirements and Hours of Operation a. Ticketing Support: Accela will provide access to a ticketing system, which will be available twenty-four(24) hours per day, seven (7) days per week. A qualified support specialist shall use commercially reasonably efforts to answer questions and resolve problems regarding the Subscription Service from 4:00 A.M. until 6:00 P.M. Pacific Standard Time Monday through Friday, excluding Accela's observed holidays. b. Telephone Support:Accela Customer Support Department, a live technical support facility,will be available in English to your identified Agency Contacts twenty-four hours a day, seven days a week(including weekends and holidays). Telephone support will be handled via a dedicated Preferred Support line.Access to Accela self-service resources is available 247 through the Accela Success Community site. Cases may be handled by a triage agent,who will document the case and route it to the appropriate Accela support engineer for resolution.Accela support engineers will follow through on the case for the Agency Contacts. Actual resolution time will vary. Resolutions can take many forms—a workaround, code update, user training, or other solution. c. Online Support Material:Available twenty-four(24)hours,seven(7)days a week,Accela will make available to Customer certain archived software updates and other technical information in Accela's online support databases. (1)Agency Contacts: "Agency Contacts" are the individuals who will be the primary users of the Support Plan. You may designate up to ten (10)Agency Contacts and agree to let Accela know if they change. Your Agency Contacts will be responsible for: Overseeing your Agency's support case activity, developing and deploying troubleshooting processes within your Agency's organization. Agency will ensure Agency Contacts: Have completed the Administrator Training offered as part of Accela's implementation and adoption programs.Are knowledgeable about the Agency's configured solution in order to assist Accela in analyzing and resolving technical issues. Have a basic understanding of any problem that is the subject of a case, and the ability to reproduce the problem in order to assist Accela in diagnosing and triaging the problem. (2) Submitting a Case:Agency Contacts may submit cases via: a. the online support portal by logging into the Accela Success Community at https://success.accela.com and selecting Get Support>Submit a case or b. a telephone call to Customer Support as described below(For Severity Level 1 and Severity Level 2 issues, Agency must call Customer Support) 25 Version.2021.4.21 (3) Updates: Updates may address security fixes, critical patches, general maintenance functionality, and documentation and shall be made available at Accela's discretion. Accela is under no obligation to develop any future functionality or enhancements unless otherwise specified in the Agreement. If an update is released it will be made available for general availability for on-premise customers on the Accela FTP site. (4) Upgrade/Downgrade of Severity Level: If, during the Support Request process, the issue either warrants assignment of a higher severity level than currently assigned or no longer warrants the severity level currently assigned based on its current impact on the production operation of the software, then the severity level will be upgraded or downgraded accordingly to the severity level that most appropriately reflects its current business impact. (s) Customer Cooperation: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.Accela must be able to reproduce errors in order to resolve them. Agency agrees to cooperate and work closely with Accela to reproduce errors, including conducting diagnostic or troubleshooting activities, implementation of fixes or updates previously provided by Accela, or providing information as reasonably requested and appropriate.Also,Accela may access Agency Contacts account and/or an admin account and/or Agency's personnel may be asked to provide remote access to their internal system for,without limitation, conducting diagnostic or troubleshooting activities, or implementation of fixes or updates previously provided by Accela. (6) Third Party Product Support: If any third-party software is supplied by Accela,Accela disclaims all support obligations for such third-party software, unless expressly specified by Accela in Customer's Agreement. (7) Named Technical Support Advisor:Accela will provide a named technical support advisor for any Preferred support plan holders. The technical support advisor will have knowledge of the customers system and provide oversite for any support cases created with Accela.They will also facilitate the following: 1. Scheduled calls to review open support tickets with Accela and 2. a monthly service review to review overall support performance. (s) Exclusions: The following Support Exclusions are not covered by this Support Policy; however, they may be separately available at rates and on terms which may vary from those described herein: a. Support or Services required due to Customer's or any End User's or third party's misuse of the Accela maintained software; b. Support or Services required due to Software data loss by fault of Customer or corrections, customizations,or modifications not developed or authorized by Accela; c. Support or Services required by Customer to be performed by Accela outside of Accela's usual working hours; d. Support or Services necessitated by external factors outside of Accela's reasonable control, including, but not necessarily limited to, Customer's user of software or hardware not authorized by Accela, any force majeure event or related problems; e. Support of or caused by customizations (if outside of Accela's best practice recommendations), configuration changes, scripting, or data loss caused by or on behalf of Customer or any End User; f. 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; g. Services required to resolve or work-around conditions which cannot be reproduced in Accela's support environment; 26 Version.2021.4.21 h. 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; i. Services requested by Customer to implement software updates provided by Accela pursuant to this Agreement; and j. New or additional applications,modules,orfunctionality released by Accela during the term of this Agreement. Any support services falling within these Support Exclusions may be provided by Accela at its discretion and, if so provided, may be subject to additional pricing and support terms as specified by Accela. (9) Error Classification: Functional Definitions: For the purposes of error classification,essential or major functions include:data capture features, SLA and alarming features, performance management features and application performance problem resolution features. Severity Definition Level 1 Supported Product is non-functional or seriously affected and there is no reasonable workaround available(e.g. business is halted). Level 2 Supported Product is affected and there is no workaround available or the workaround is impractical(e.g. Supported Product response is very slow, day to day operations continue but are impacted by the work around). Level 3 Supported Product is non-functional however a convenient workaround exists (e.g. non-critical feature is unavailable or requires additional user intervention). Level 4 Supported Product works, but there is a minor problem(e.g. incorrect label, or cosmetic defect). (10)Target Initial Response Time: Accela will use commercially reasonable efforts to respond to each case within the applicable response time described in the table below: Target Initial Response Time by Case Severity Severity Level Target Initial Response Time 1 1 hours 2 4 hourSa 3 8 hourSa 4 24 hourSa a Initial response times are 247, including weekends and holidays. Severity Level 1 and 2 cases must be submitted via telephone as described above. Severity Level 1 and 2 target initial response times do not apply to cases submitted electronically. END OF DOCUMENT 27 Version.2021.4.21 ADDENDUM TO THE MAINTENANCE AGREEMENT BETWEEN THE CITY OF FORT WORTH AND ACCELA, INC. This Addendum to the Maintenance Agreement ("Addendum") is entered into by and between Accela, Inc. ("Vendor") and the City of Fort Worth ("City"), collectively the "parties", for a purchase of Maintenance Services (as defined in the Maintenance Agreement). The Contract documents shall include the following: 1. The Maintenance Agreement("Agreement"); and 2. This Addendum. Notwithstanding any language to the contrary in the attached 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 February 15, 2023 after the Effective Date (the Expiration Date"), unless terminated earlier in accordance with the provisions of the Agreement or otherwise extended by the parties. The Agreement may be renewed for two (2) one year 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. The parties agree that after the first annual Term, the City may terminate the Agreement for convenience on any anniversary of the Renewal Start Date by providing Vendor with sixty(60)days' prior written notice of its intent to terminate pursuant to this Section 2a. 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 written notice to the breaching party. C. 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 Vendor of such occurrence and the Agreement shall terminate on the last day of the fiscal Addendum Page 1 of 10 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. 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 services 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 Agreement and exclusively for City that cannot be used by any of Vendor's other customers. 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 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. 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. 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 Governmental 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. Addendum Page 2 of 10 7. 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. 8. Limitation of Liability and Indemnity. To the extent the Agreement, in any way, requires City to indemnify or hold Vendor or any third party harmless 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. EXCEPT FOR LIABILITY ARISING OUT OF EITHER PARTY'S LIABILITY FOR DEATH OR PERSONAL INJURY, NEITHER PARTY'S AGGREGATE LIABILITY FOR DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE AGREEMENTOR FROMTHE USE OF OR INABILITYTO USETHE MAINTENACE SERVICES, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, SHALL EXCEED THE TOTAL AMOUNT PAID BY CITY HEREUNDER IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE INCIDENT. EXCEPT FOR LIABILITY ARISING OUT OF EITHER PARTY'S LIABILITY FOR DEATH OR PERSONAL INJURY, IN NO EVENT SHALL EITHER PARTY OR ANY OTHER PERSON OR ENTITY INVOLVED IN CREATING, PRODUCING OR DELIVERING THE MAINTENANCE SERVICES BE LIABLE FORANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA OR LOSS OF GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE PRODUCTS ORSERVICES, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR FROM THE USE OF OR INABILITYTO USE THE MAINTENANCE SERVICES,WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY. THE FOREGOING EXCLUSIONS APPLY WHETHER OR NOT A PARTY HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, AND EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE 9. IP Indemnification. Vendor agrees to indemnify, defend, settle, or pay, at its own cost and expense, including the payment of attorney's fees, any claim or action against the City for infringement of any patent, copyright, trade mark, service mark, trade secret, or other intellectual property right arising from City's use of the Maintenance Services, in accordance with the Agreement, it being understood that this agreement to indemnify, defend, settle or pay shall not apply if City modifies or misuses the Maintenance Services. Vendor shall conduct the defense of any such claim or action and all negotiations for its settlement or compromise and to settle or compromise any such claim; however, City shall have the right to fully participate in any and all such settlement,negotiations,or lawsuit as necessary to protect the City's interest,and City agrees to cooperate with Vendor in doing so. City agrees to give Vendor timely written notice of any such claim or action,with copies of all papers City may receive relating thereto. Notwithstanding the foregoing, the City's assumption of payment of costs or expenses shall not eliminate Vendor's duty to indemnify the City under this Agreement. If the Maintenance Services are held to infringe and the use thereof is enjoined or restrained or, if as a result of a settlement or compromise, such use is materially adversely restricted, Vendor shall, at its own expense and as City's sole remedy, either: (a) procure for City the right to continue to use the Maintenance Services; or (b) modify the Maintenance Services to make them/it non-infringing, provided that such modification does not materially adversely affect City's authorized use of the Maintenance Services; or (c) replace the Maintenance Services with equally suitable, compatible, and functionally equivalent non-infringing Maintenance Services at no additional charge to City; or (d) if none of the foregoing alternatives is reasonably available to Vendor, terminate this Agreement, and refund all unused amounts paid to Vendor by the City, subsequent to which Addendum Page 3 of 10 termination City may seek any and all remedies available to City under law. VENDOR'S OBLIGATIONS HEREUNDER SHALL BE SECURED BY THE REQUISITE INSURANCE COVERAGE REQUIRED BY CITY. 10. Insurance. City agrees that insurance coverage provided to City by Vendor is sufficient for purposes of the Agreement only. 11. 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. 12. 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 violation 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. 13. Addendum Controlling. If any provisions of the attached Agreement, conflict with the terms herein, are prohibited by applicable law, the terms in this Addendum shall control. 14. Network Access. a. City Network Access. If Vendor, and/or any of its employees, officers, agents, servants or subcontractors (for purposes of this section "Vendor Personnel"), requires access to the City's computer network in order to provide the services herein, Vendor shall execute and comply with the Network Access Agreement which is attached hereto as Exhibit"A" and incorporated herein for all purposes. b. Federal Law Enforcement Database Access. If Vendor, or any Vendor Personnel, requires access to any federal law enforcement database or any federal criminal history record information system, including but not limited to Fingerprint Identification Records System ("FIRS"), Interstate Identification Index System ("III System"), National Crime Information Center ("NCIC") or National Fingerprint File ("NFF"), or Texas Law Enforcement Telecommunications Systems("TLETS"),that is governed by and/or defined in Title 28, Code of Federal Regulations Part 20 ("CFR Part 20"), for the purpose of providing services for the administration of criminal justice as defined therein on behalf of the City or the Fort Worth Police Department, under the Agreement, Vendor shall comply with the Criminal Justice Information Services Security Policy and CFR Part 20, as amended, and shall separately execute the Federal Bureau of Investigation Criminal Justice Information Services Security Addendum. No changes, modifications, alterations, or amendments shall be made to the Security Addendum. The document must be executed as Addendum Page 4 of 10 is, and as approved by the Texas Department of Public Safety and the United States Attorney General. 15. Immigration Nationality Act. Vendor shall verify the identity and employment eligibility of its employees who perform work under this Agreement, including completing the Employment 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 EMPLOYEES,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. 16. 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 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, Vendor certifies that Vendor's signature provides written verification to City that Vendor: (1) does not boycott Israel; and(2) will not boycott Israel during the term of the Agreement. 17. 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 financial 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 audits in compliance with the provisions of this section. City shall give Vendor reasonable advance notice of intended audits. (signature page follows) Addendum Page 5 of 10 [Executed effective as of the date signed by the Assistant City Manager below.] / [ACCEPTED AND AGREED:] City: Vendor: DocuSigned by: Ya.Ceyr,'e-YYa�Lu,'sagtr� Z B Valerie Washington(May 18,2 218:42 CDT) By• y• a44 NUN y Name: Valerie Washington Name: Title: Assistant City Manager Title: chief Legal officer Date: May 18,2022 Date: 3/28/2022 CITY OF FORT WORTH INTERNAL ROUTING PROCESS: Approval Recommended: 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. Name: Kevin Gunn Title: IT Solutions Director By: Steven Vandever(May 12,2022 09:13 CDT) Approved as to Form and Legality: Name: Steven Vandever Title: Senior IT Solutions Manager By: City Secretary: Name: Taylor Paris Title: Assistant City Attorney By: nette S.Goodall(May 19,20221W CDT) Contract Authorization: Name: Jannette Goodall a�F°FORr ad 0. M&C: 22-340 Title: City Secretary 'C o °°O 0 �° d�o g��1dd 0v0 0 ° 4� *XA`'oo�p OFFICIAL RECORD CITY SECRETARY FT.WORTH, TX Addendum Page 6 of 10 EXHIBIT A NETWORK ACCESS AGREEMENT 1. The Network. The City owns and operates a computing environment and network (collectively the "Network"). Vendor wishes to access the City's network in order to provide description of services. In order to provide the necessary support, Vendor needs access to description of specific Network systems to which Vendor requires access, i.e. Internet, Intranet, email, HEAT System, etc. ("Access"). 2. Grant of Limited Access. Vendor is hereby granted a limited right of access to the City's Network for the sole purpose of providing description of services. Such access is granted subject to the terms and conditions forth in this Agreement and applicable provisions of the City's Administrative Regulation D-7 (Electronic Communications Resource Use Policy), of which such applicable provisions are hereby incorporated by reference and made a part of this Agreement for all purposes herein and are available upon request. 3. Network Credentials. The City will provide Vendor with Network Credentials consisting of user IDs and passwords unique to each individual requiring Network access on behalf of the Vendor. Access is being granted for purposes of completing services for the City pursuant to the Agreement and Access shall expire at the completion of the, or upon termination of the Agreement, whichever occurs first. 4. Renewal. This Network Access Agreement shall be renewed in accordance with the Agreement if the following conditions are met: 4.1. Contracted services have not been completed; 4.2. Contracted services have not been terminated; and 4.3. Within the thirty (30) days prior to the scheduled annual expiration of this Agreement, the Vendor has provided the City with a current list of its officers, agents, servants, employees or representatives requiring Network credentials. Notwithstanding the scheduled contract expiration or the status of completion of services, Vendor shall provide the City with a current list of officers, agents, servants, employees or representatives that require Network credentials on an annual basis. Failure to adhere to this requirement may result in denial of Access and/or termination of this Network Access Agreement. 5. Network Restrictions. Vendor officers, agents, servants, employees or representatives may not share the City-assigned user IDs and passwords. Vendor acknowledges, agrees and hereby gives its authorization to the City to monitor Vendor's use of the City's Network in order to ensure Vendor's compliance with this Network Access Agreement. A breach by Vendor, its officers, agents, servants, employees or representatives, of this Agreement and any other written instructions or guidelines that the City provides to Vendor pursuant to this Network Access Addendum Page 7 of 10 Agreement shall be grounds for the City immediately to deny Vendor access to the Network and Vendor's Data,terminate the Agreement and the Network Access Agreement, and pursue any other remedies that the City may have under the Agreement or this Network Access Agreement or at law or in equity. 5.1. Notice to Vendor Personnel — For purposes of this section, Vendor Personnel shall include all officers, agents, servants, employees, or representatives of Vendor. Vendor shall be responsible for specifically notifying all Vendor Personnel who will provide services to the City under this agreement of the following City requirements and restrictions regarding access to the City's Network: 5.1.1. Vendor shall be responsible for any City-owned equipment assigned to Vendor Personnel, and will immediately report the loss or theft of such equipment to the City; 5.1.2. Vendor, and/or Vendor Personnel, shall be prohibited from connecting personally-owned computer equipment to the City's Network; 5.1.3. Vendor Personnel shall protect City-issued passwords and shall not allow any third party to utilize their password and/or user ID to gain access to the City's Network; 5.1.4. Vendor Personnel shall not engage in prohibited or inappropriate use of Electronic Communications Resources as described in the City's Administrative Regulation D7; 5.1.5. Any document created by Vendor Personnel in accordance with this Agreement is considered the property of the City and is subject to applicable state regulations regarding public information; 5.1.6. Vendor Personnel shall not copy or duplicate electronic information for use on any non-City computer except as necessary to provide services pursuant to this Agreement; 5.1.7. All network activity may be monitored for any reason deemed necessary by the City; and 5.1.8. A Network user ID may be deactivated when the responsibilities of the Vendor Personnel no longer require Network access 6. Termination. In addition to the other rights of termination set forth herein, the City may terminate this Network Access Agreement at any time and for any reason with or without notice, and without penalty to the City. Upon termination of this Network Access Agreement, Vendor agrees to remove entirely any client or communications software provided by the City from all computing equipment used and owned by the Vendor, its officers, agents, servants, employees and/or representatives to access the City's Network. 7. Information Security. Vendor agrees to make every reasonable effort in accordance with accepted security practices to protect the Network credentials and access methods provided by the City from unauthorized disclosure and use. Vendor agrees to notify the City immediately upon discovery of a breach or threat of breach which could compromise the integrity of the City's Network, including but not limited to, theft of Vendor-owned equipment that contains City- provided access software, termination or resignation of officers, agents, servants, employees or Addendum Page 8 of 10 representatives with access to City-provided Network credentials, and unauthorized use or sharing of Network credentials. Addendum Page 9 of 10 8. [Executed effective as of the date signed by the Assistant City Manager below.] / [ACCEPTED AND AGREED:] City: Vendor: DocuSigned by: YaCewre YY 0frr QAVbIn � � B Valerie Washington(May 18,2 218:42CDT) By: y• Name: Valerie Washington Name: 9. 3 y Title: Assistant City Manager Title: chief Legal officer Date: May 18,2022 Date: 3/28/2022 CITY OF FORT WORTH INTERNAL ROUTING PROCESS: Approval Recommended: 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. Name: Kevin Gunn Title: IT Solutions Director By: Steven Vandever(May 12,2022 09:13 CDT) Approved as to Form and Legality: Name: Steven Vandever Title: Senior IT Solutions Manger oa FORr a� oFoa0000 00 o 0 d By: City Secretary: d�° �0�•�d to Name: Taylor Paris v =d O Title: Assistant City Attorney dp � 00000000 Ay J nette S.Goodall(May 19,200 CDT � 14 d nEx#L* ' By: Contract Authorization: Name: Jannette Goodall M&C: 22_240 Title: City Secretary OFFICIAL RECORD CITY SECRETARY FT.WORTH, TX Addendum Page 10 of 10 City of Fort Worth, Texas Mayor and Council Communication DATE: 05/10/22 M&C FILE NUMBER: M&C 22-0340 LOG NAME: 13P ACCELA SOFTWARE AND SUPPORT ITS ADK SUBJECT (ALL)Authorize the Execution of Sole Source Agreement with Accela, Inc. for Licensing, Maintenance and Support for the Automation Permitting System Software, Mobile Computer, Infrastructure Work Order and Asset Management Software for Three One-Year Terms with a First Year Amount of$307,530.00, Second Year Amount of$322,906.00 and Third Year Amount of$339,052.00 for a Cumulative Total of$969,488.00 RECOMMENDATION: It is recommended that City Council authorize the execution of sole source agreement with Accela, Inc. for licensing, maintenance and support for the automation permitting system software, mobile computer, infrastructure work order asset management software for the Information Technology Department on behalf of Development Services Department, for three one-year terms with a first year amount of$307,530.00, second year amount of$322,906.00 and third year amount of$339,052.00 for a cumulative total of$969,488.00. DISCUSSION: On December 6, 2016 City Council approved Mayor and Council Communication(M&C) P-12076 for Licensing, Maintenance and Support for the Automation Permitting System Software, Mobile Computer, Infrastructure Work Order and Asset Management Software as a sole source purchase. To ensure there is no lapse in coverage,this action seeks to gain new authority for the continuation of services. The Development Services 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). The agreement utilized by Information Technology Solutions(ITS)has a coverage term of February 16th through February 15th of each year. ADMINISTRATIVE CHANGE ORDER-An administrative change order or increase may be made by the City Manager up to the amount allowed by relevant law and the Fort Worth City Code and does not require specific City Council approval as long as sufficient funds have been appropriated. RENEWAL OPTIONS-The Agreement may be renewed for up to two additional one-year terms at the City's option. 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. Funding is budgeted in the Other Contractual Services account of the ITS Distributed Applications Department's General Fund. FISCAL INFORMATION/CERTIFICATION: The Director of Finance certifies that upon approval of the above recommendation, funds are available in the current operating budget, as previously appropriated, in the General Fund. Prior to an expenditure being incurred,the Information Technology Solutions Department have the responsibility to validate the availability of funds. Submitted for City Manager's Office by: Reginald Zeno 8517 Valerie Washington 6192 Originating Business Unit Head: Kevin Gunn 2015 Anthony Rousseau 8338 Additional Information Contact: Cynthia Garcia 8525 Ashley Kadva 2047