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Home My WebLink AboutContract 42344 CITY SECRETARY COMTRACT P60.I a-3 PROFESSIONAL SERVICES AGREEMENT This PROFESSIONAL SERVICES AGREEMENT ("Agreement") is made and entered into by and between the CITY OF FORT WORTH (the "City," or "Agency" or "Customer"), a home rule municipal corporation situated in portions of Tarrant, Denton and Wise Counties, Texas, acting by and through Fernando Costa, its duly authorized Assistant City Manager, and ACCELA, INC., ("Consultant," or "Accela," or "Contractor"), a California Corporation and acting by and through Colin Samuels, its duly authorized Assistant General Counsel. The Contract Documents shall include: 1) This Agreement plus all exhibits and attachments listed below, which are attached hereto and incorporated herein for all purposes incident to this Agreement: A. Exhibit A— Statement of Work B. Exhibit B — Statement of Work Payment Schedule C. Exhibit C -- Network Access Agreement D. Exhibit D —Verification of Signature Authority Form E. Attachment A—Accela License Agreement F. Attachment A-1 — License Payment Schedule G. Attachment B —Accela Maintenance Agreement H. Attachment B-1 — Maintenance Payment Schedule I. All documents listed below in Section 2 which are incorporated herein by reference 2) The following documents are incorporated herein by reference for all purposes incident to this Agreement: A. City of Fort Worth Request for Proposal ("RFP") No. 11-0004, dated November 12, 2010 B. All Questions &Answers/Addenda, including (i) Q&A No.3 (Addendum 3), dated December 14, 2010 (ii) Q&A No.2 (Addendum 2), dated December 9, 2010 (iii) Q&A Pre-Proposal (Addendum 1), dated November 23, 2010 C. Accela, Inc. Proposal, dated December 16, 2010 1. SCOPE OF SERVICES. Consultant hereby agrees to provide the City with professional consulting services for the purpose of providing Work Order and Asset Management (WOAMS) software and implementation services for the Transportation and Public Works Department, Storm Water Management Division. Attached hereto and incorporated for all purposes incident to this Agreement is Exhibit "A," Statement of Work, more specifically describing the services to be provided hereunder. OFIr-ICIAL ��CCRD CITY SECRETARY + 1 Accela, Inc /(ltd of 1 on worth_T/Pw Department Sturm w"ater Management Di),isio�__ - I Work Order and Asset Management Soft%%are and Implementation Sen,ices Agreement R1 114 11-0004 November 12,2010 Page 1 of 25 - 2. TERM. This Agreement shall commence upon October 1, 2011 ("Effective Date") and shall expire on September 30, 2012, unless terminated earlier in accordance with the provisions of this Agreement. 3. COMPENSATION. The City shall pay Consultant an amount not to exceed $512,751.00 in accordance with the provisions of this Agreement and the Payment Schedules attached as Exhibit "B," Attachment "A-1," and Attachment "13-1," which are incorporated for all purposes herein. Consultant shall not perform any additional services for the City not specified by this Agreement unless the City requests and approves in writing the additional costs for such services. The City shall not be liable for any additional expenses of Consultant not specified by this Agreement unless the City first approves such expenses in writing. 4. TERMINATION. 4.1. Written Notice. The City or Consultant may terminate this Agreement at any time and for any reason by providing the other party with 30 days written notice of termination. 4.2 Non-appropriation of Funds. In the event no funds or insufficient funds are appropriated by the City in any fiscal period for any payments due hereunder, City will notify Consultant of such occurrence and this 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. 4.3 Duties and Obligations of the Parties. In the event that this Agreement is terminated prior to the Expiration Date, the City shall pay Consultant for services actually rendered up to the effective date of termination and Consultant shall continue to provide the City with services requested by the City and in accordance with this Agreement up to the effective date of termination. 5. DISCLOSURE OF CONFLICTS AND CONFIDENTIAL INFORMATION. Consultant hereby warrants to the City that Consultant has made full disclosure in writing of any existing or potential conflicts of interest related to Consultant's services under this Agreement. In the event that any conflicts of interest arise after the Effective Date of this Agreement, Consultant hereby agrees immediately to make full disclosure to the City in Accela, Inc /CitN of Fort worth_ t/Pw Department_Storm water Management Do,ision Work Order and Asset Management Software and Implementation Services Agreement RFP# 11-0004_November 12.2010 Page 2 of 25 writing. Consultant, for itself and its officers, agents and employees, further agrees that it shall treat all information provided to it by the City as confidential and shall not disclose any such information to a third party without the prior written approval of the City. Consultant shall store and maintain City Information in a secure manner and shall not allow unauthorized users to access, modify, delete or otherwise corrupt City Information in any way. Consultant shall notify the City immediately if the security or integrity of any City information has been compromised or is believed to have been compromised. 6. RIGHT TO AUDIT. Consultant agrees that the City shall, until the expiration of three (3) years after final payment under this contract, have access to and the right to examine at reasonable times any directly pertinent books, documents, papers and records of the consultant involving transactions relating to this Contract at no additional cost to the City. Consultant agrees that the City shall have access during normal working hours to all necessary Consultant facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this section. The City shall give Consultant reasonable advance notice of intended audits. Consultant further agrees to include in all its subcontractor agreements hereunder a provision to the effect that the subcontractor agrees that the City shall, until expiration of three (3) years after final payment of the subcontract, have access to and the right to examine at reasonable times any directly pertinent books, documents, papers and records of such subcontractor involving transactions related to the subcontract, and further that City shall have access during normal working hours to all subcontractor facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this paragraph. City shall give subcontractor reasonable notice of intended audits. 7. INDEPENDENT CONTRACTOR. It is expressly understood and agreed that Consultant shall operate as an independent contractor as to all rights and privileges granted herein, and not as agent, representative or employee of the City. Subject to and in accordance with the conditions and provisions of this Agreement, Consultant shall have the exclusive right to control the details of its operations and activities and be solely responsible for the acts and omissions of its officers, agents, servants, employees, contractors and subcontractors. Consultant acknowledges that the doctrine of respondeat superior shall not apply as between the City, its officers, agents, servants and employees, and Consultant, its officers, agents, employees, servants, contractors and subcontractors. Consultant further agrees that nothing herein shall be construed as the creation of a partnership or joint enterprise between City and Consultant. 8. LIABILITY AND INDEMNIFICATION. LIABILITY- CONSULTANT SHALL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL PROPERTY LOSS, PROPERTY DAMAGE ANDIOR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER, WHETHER REAL Accela, Inc /(it)of fort Worth_ I/PW Department.Storm w ater Management Division Work Order and Asset Management Software and Implementation Services Agreement RFP# 11-0004. November 12,2010 Page 3 of 25 OR ASSERTED, TO THE EXTENT CAUSED BY THE NEGLIGENT ACT(S) OR OMISSION(S), MALFEASANCE OR INTENTIONAL MISCONDUCT OF CONSULTANT, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES. INDEMNIFICATION - CONSULTANT COVENANTS AND AGREES TO, AND DOES HEREBY, INDEMNIFY, HOLD HARMLESS AND DEFEND THE CITY, ITS OFFICERS, AGENTS, SERVANTS AND EMPLOYEES, FROM AND AGAINST ANY AND ALL CLAIMS OR LAWSUITS FOR EITHER PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO CONSULTANT'S BUSINESS AND ANY RESULTING LOST PROFITS) ANDIOR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, TO THE EXTENT CAUSED BY THE NEGLIGENT ACTS OR OMISSIONS OR MALFEASANCE OF CONSULTANT, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES. Copyright Infringement - Accela agrees to defend, settle, or pay, at its own cost and expense, any claim or action against the City for infringement of any patent, copyright, trade secret, or similar property right arising from City's use of the software and/or documentation in accordance with this agreement. Accela shall have the sole right to 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, and City agrees to cooperate with it in doing so. City agrees to give Accela timely written notice of any such claim or action, with copies of all papers City may receive relating thereto. If the software and/or documentation or any part thereof is 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, Accela shall, at its own expense and as City's sole remedy, either. (a) procure for City the right to continue to use the software and/or documentation; or (b) modify the software and/or documentation to make it non- infringing, provided that such modification does not materially adversely affect City's authorized use of the software and/or documentation; or (c) replace the software and/or documentation with equally suitable, compatible, and functionally equivalent non- infringing software and/or documentation at no additional charge to City; or (d) if none of the foregoing alternatives is reasonably available to Accela, terminate this agreement and pay to City an amount equivalent to the payments actually made to Accela under this agreement. 9. ASSIGNMENT AND SUBCONTRACTING. Consultant shall not assign or subcontract any of its duties, obligations or rights under this Agreement without the prior written consent of the City. If the City grants consent to an assignment, the assignee shall execute a written agreement with the City and the Consultant under which the assignee agrees to be bound by the duties and obligations of Consultant under this Agreement. The Consultant and Assignee shall be jointly liable for all obligations under this Agreement prior to the assignment. If the City grants consent to a subcontract, the subcontractor shall execute a written agreement with the Consultant referencing this Agreement under which the subcontractor shall agree to be bound by the duties and obligations of the Consultant under this Agreement as such duties and obligations may apply. The Consultant shall provide the City with a fully executed copy of any such subcontract Accela, Inc /01N of Fort worth.1/pw Department.Storm water Management Division Work Order and Asset Management Software and Implementation Services Agreement RIP# 11-0004,November 12.2010 Page 4 of 25 Consultant 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. Consultant will provide advance written notice of any such assignment to Customer thirty (30) calendar days prior to such assignment. 10. INSURANCE. Consultant shall provide the City with certificate(s) of insurance documenting policies of the following minimum coverage limits that are to be in effect prior to commencement of any work pursuant to this Agreement: 10.1 Coverage and Limits (a) Commercial General Liability $1,000,000 Each Occurrence $1,000,000 Aggregate (b) Automobile Liability $1,000,000 Each accident on a combined single limit basis or $250,000 Bodily injury per person $500,000 Bodily injury per person per occurrence $100,000 Property damage Coverage shall be on any vehicle used by the Consultant, its employees, agents, representatives in the course of the providing services under this Agreement. Coverage shall extend to "hired" and "non-owned" vehicles. (c) Worker's Compensation Statutory limits Employer's liability $100,000 Each accident/occurrence $100,000 Disease - per each employee $500,000 Disease - policy limit This coverage may be written as follows: Workers' Compensation and Employers' Liability coverage with limits consistent with statutory benefits outlined in the Texas workers' Compensation Act (Art. 8308 — 1.01 et seq. Tex. Rev. Civ. Stat.) and minimum policy limits for Employers' Liability of $100,000 each accident/occurrence, $500,000 bodily injury disease policy limit and $100,000 per disease per employee (d) Technology Liability (E&O) $1,000,000 Each Claim Limit $1,000,000 Aggregate Limit Coverage shall include, but not be limited to, the following: Accela, Inc /C N of I on worth. I/Pw Department. Sturm"ater Management Div uion Work Order and Asset Management Software and Implementation Services Agreement RFP#J 11-0004.November 12.2010 Page 5 of 25 (i) Failure to prevent unauthorized access (ii) Unauthorized disclosure of information (iii) Implantation of malicious code or computer virus (iv) Fraud, Dishonest or Intentional Acts with final adjudication language Technology coverage may be provided through an endorsement to the Commercial General Liability (CGL) policy, or a separate policy specific to Technology E&O. Either is acceptable if coverage meets all other requirements. Any deductible will be the sole responsibility of the Prime Vendor and may not exceed $50,000 without the written approval of the City. Coverage shall be claims-made, with a retroactive or prior acts date that is on or before the effective date of this Contract. Coverage shall be maintained for the duration of the contractual agreement and for two (2) years following completion of services provided. An annual certificate of insurance shall be submitted to the City to evidence coverage. 10.2 Certificates. Certificates of Insurance evidencing that the Consultant has obtained all required insurance shall be delivered to the City prior to Consultant proceeding with any work pursuant to this Agreement. All policies shall be endorsed to name the City as an additional insured thereon, as its interests may appear. The term City shall include its employees, officers, officials, agent, and volunteers in respect to the contracted services. Any failure on the part of the City to request required insurance documentation shall not constitute a waiver of the insurance requirement. A minimum of thirty (30) days notice of cancellation or reduction in limits of coverage shall be provided to the City. Ten (10) days notice shall be acceptable in the event of non- payment of premium. Such terms shall be endorsed onto Consultant's insurance policies. Notice shall be sent to the Risk Manager, City of Fort Worth, 1000 Throckmorton, Fort Worth, Texas 76102, with copies to the City Attorney at the same address. 11. COMPLIANCE WITH LAWS, ORDINANCES, RULES AND REGULATIONS. Consultant agrees to comply with all applicable federal, state and local laws, ordinances, rules and regulations. If the City notifies Consultant of any violation of such laws, ordinances, rules or regulations, Consultant shall immediately desist from and correct the violation. 12. NON-DISCRIMINATION COVENANT. Accela, Inc /(Cit) of 1-ort Worth. I/P" Department.Storm Mater Management Division Work Order and Asset Management Software and Implementation Services Agreement RFP# 11-0004,November 12.2010 Page 6 of 25 Consultant, for itself, its personal representatives, assigns, subcontractors and successors in interest, as part of the consideration herein, agrees that in the performance of Consultant's duties and obligations hereunder, it shall not discriminate in the treatment or employment of any individual or group of individuals on any basis prohibited by law. If any claim arises from an alleged violation of this non-discrimination covenant by Consultant, its personal representatives, assigns, subcontractors or successors in interest, Consultant agrees to assume such liability and to indemnify and defend the City and hold the City harmless from such claim. 13. NOTICES. Notices required pursuant to the provisions of this Agreement shall be conclusively determined to have been delivered when (1) hand-delivered to the other party, its agents, employees, servants or representatives, (2) delivered by facsimile with electronic confirmation of the transmission, or (3) received by the other party by United States Mail, registered, return receipt requested, addressed as follows: To The CITY: To CONSULTANT: City of Fort Worth Accela, Inc TPW- Storm Water Management Division Attn: Contracts Administration Attn: Joe Komisarz 2633 Camino Ramon, Suite 120 1000 Throckmorton Bishop Ranch 3 Fort Worth TX 76102-6311 San Ramon, California 94583 ioe.komisarz(D-fortworthgov.org contractsadmin@accela.com Facsimile: (817) 392-8654 925-659-3201 With Copy to the City Attorney At the same address 14. SOLICITATION OF EMPLOYEES. Neither the City nor Consultant shall, during the term of this agreement and additionally for a period of one year after its termination, solicit for employment or employ, whether as employee or independent contractor, any person who is or has been employed by the other during the term of this agreement, without the prior written consent of the person's employer. 15. GOVERNMENTAL POWERS. It is understood and agreed that by execution of this Agreement, the City does not waive or surrender any of its governmental powers. 16. NO WAIVER. The failure of the City or Consultant to insist upon the performance of any term or provision of this Agreement or to exercise any right granted herein shall not constitute a waiver of the City's or Consultant's respective right to insist upon appropriate performance or to assert any such right on any future occasion. Accela, Inc /OtN of Fort Worth IT" Department_Storm Water Management Dwlsion Work Order and Asset Management Software and Implementation Services Agreement RFP# 11-0004,November 12,2010 Page 7 of 25 17. GOVERNING LAW/VENUE. This Agreement shall be construed in accordance with the internal laws of the State of Texas. If any action, whether real or asserted, at law or in equity, is brought on the basis of this Agreement, venue for such action shall lie in state courts located in Tarrant County, Texas or the United States District Court for the Northern District of Texas, Fort Worth Division. 18. SEVERABILITY. If any provision of this Agreement is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired. 19. FORCE MAJEURE. The City and Consultant shall exercise their best efforts to meet their respective duties and obligations as set forth in this Agreement, but shall not be held liable for any delay or omission in performance due to force majeure or other causes beyond their reasonable control (force majeure), including, but not limited to, compliance with any government law, ordinance or regulation, acts of God, acts of the public enemy, fires, strikes, lockouts, natural disasters, wars, riots, material or labor restrictions by any governmental authority, transportation problems and/or any other similar causes. 20. HEADINGS NOT CONTROLLING. Headings and titles used in this Agreement are for reference purposes only and shall not be deemed a part of this Agreement. 21. REVIEW OF COUNSEL. The parties acknowledge that each party and its counsel have reviewed and revised this Agreement and that the normal rules of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement or exhibits hereto. 22. AMENDMENTS. No amendment of this Agreement shall be binding upon a party hereto unless such amendment is set forth in a written instrument and executed by an authorized representative of both parties. 23. ENTIRETY OF AGREEMENT. This Agreement, including the schedule of exhibits attached hereto and any documents incorporated herein by reference, contains the entire understanding and agreement between the City and Consultant, their assigns and successors in interest, as to the matters contained herein Any prior or contemporaneous oral or written agreement is Accela, Inc /Cit), of Fort Worth,T/PW Department_Storm Water Management Division Work Order and Asset Management Software and Implementation Services Agreement RFP#t 11-0004,November 12,2010 Page 8 of 25 hereby declared null and void to the extent in conflict with any provision of this Agreement. 24. SIGNATURE AUTHORITY. The person signing this agreement hereby warrants that he/she has the legal authority to execute this agreement on behalf of the respective party, and that such binding authority has been granted by proper order, resolution, ordinance or other authorization of the entity. This Agreement, and any amendment(s) hereto, may be executed by any authorized representative of Accela whose name, title and signature is affixed on the Verification of Signature Authority Form, which is attached hereto as Exhibit D and incorporate herein by reference. Each party is fully entitled to rely on these warranties and representations in entering into this Agreement or any amendment hereto. 25. COUNTERPARTS. This Agreement may be executed in one or more counterparts and each counterpart shall, for all purposes, be deemed an original, but all such counterparts shall together constitute one and the same instrument. 26. WARRANTY OF SERVICES. Consultant warrants that it will commence and complete the services in a good and workmanlike manner and will be of a professional quality, consistent with the practices and standards of care generally accepted in Consultant's industry. Consultant provides no warranty whatsoever for any third-party hardware or software products. Third-party applications which utilize or rely upon the professional services may be adversely affected by remedial or other actions performed pursuant to this Agreement; Consultant bears no liability for and has no obligation to remedy such effects. Except as set forth herein, Consultant provides all professional services `as is" without express or implied warranty of any kind regarding the character, function, capabilities, or appropriateness of such services or deliverables. City must give written notice of any breach of this warranty within thirty (30) days from the date that the services are completed. In such event, at Consultant's option, Consultant shall use commercially reasonable efforts to re-perform the services in a manner that conforms with the warranty._Except for damages for personal injury or damage to property, and to the extent not offset by Consultant's insurance coverage and to the maximum extent permitted by applicable laws, in no event will Consultant's cumulative liability for any incidental, special, compensatory, or punitive damages whatsoever suffered by City or any other person or entity exceed the total fees paid to Consultant by City under this Agreement_ 27. DELIVERABLE ACCEPTANCE. As provided in the Statement of Work, Consultant shall verify the quality of each deliverable before submitting it to the City for review and approval. The City will review all deliverables to determine their acceptability and signify acceptance by execution of the Deliverable Acceptance Form, which is attached hereto as "Appendix B" to the Statement of Work. If the City rejects the submission, it will notify the Consultant in writing as soon as the determination is made listing the specific reasons for rejection. The Consultant shall have ten (10) days to correct any deficiencies and resubmit the corrected deliverable. Payment to the Consultant shall not be authorized unless the City accepts the deliverable in writing in the form Accela, Inc-/('itv of fort worth_ I/PW Department.Sturm Water Management Division Work Order and Asset Management Software and Implementation Services Agreement RFP# I I-0004,November 12 2010 Page 9 of 25 attached. The City's acceptance will not be unreasonably withheld. 28. NETWORK ACCESS. If Consultant, and/or any of its employees, officers, agents, servants or subcontractors (for purposes of this section "Consultant Personnel"), requires access to the City's computer network in order to provide the services herein, Consultant shall execute and comply with the Network Access Agreement which is attached hereto as Exhibit "C" and incorporated herein for all purposes. 29. INFORMAL DISPUTE RESOLUTION. Except in the event of termination pursuant to Section 4.2, if either City or Consultant has a claim, dispute, or other matter in question for breach of duty, obligations, services rendered or any warranty that arises under this Agreement, the parties shall first attempt to resolve the matter through this dispute resolution process. The disputing party shall notify the other party in writing as soon as practicable after discovering the claim, dispute, or breach. The notice shall state the nature of the dispute and list the party's specific reasons for such dispute. Within ten (10) business days of receipt of the notice, both parties shall commence the resolution process and make a good faith effort, either through email, mail, phone conference, in person meetings, or other reasonable means to resolve any claim, dispute, breach or other matter in question that may arise out of, or in connection with this Agreement. Commencement of the resolution process shall begin with the first attempt by both parties to resolve any such dispute following notice given in accordance with this section. If the parties fail to resolve the dispute within thirty (30) calendar days of the date of commencement of the resolution process, then the parties may submit the matter to non-binding mediation in Tarrant County, Texas, upon written consent of authorized representatives of both parties in accordance with the Industry Arbitration Rules of the American Arbitration Association or other applicable rules governing mediation then in effect. The mediator shall be agreed to by the parties. Each party shall be liable for its own expenses, including attorney's fees; however, the parties shall share equally in the costs of the mediation. If the parties cannot resolve the dispute through mediation, then either party shall have the right to exercise any and all remedies available under law regarding the dispute. Notwithstanding the fact that the parties may be attempting to resolve a dispute in accordance with this informal dispute resolution process, the parties agree to continue without delay all of their respective duties and obligations under this Agreement not affected by the dispute. Either party may, before or during the exercise of the informal dispute resolution process set forth herein, apply to a court having jurisdiction for a temporary restraining order or preliminary injunction where such relief is necessary to protect its interests. [SIGNATURE PAGE FOLLOWS] Accela, Inc /UnN of Fort Worth.1/PA Department Sturm 11 ater Management Division Work Order and Asset Management Software and Implementation Services Agreement Rf N 11-0004,November 12,2010 Page 10 of 25 IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiples this 3p 'day of Som-fP_rvibe,r , 2011. CITY OF FORT WORTH: ACCELA, INC By: �.L_-. By: 6t� Mr. Fernando Costa Mr. Colin Samuels Assistant City Manager Assistant General Counsel Date: 9ZZ9/// Date: ATTE T: ATTEST: 4 By: By: Marty Hendri Name: i City Secretary , ro01a Z'4Q Title: Y.p Ajawjeo"ert foAap/�o 000000004, 0000 o4 for y.0 Co a ° �.a►�� APPROVED AS TO FORM AND � 4L o x °o OF XY B : a�a �l`EXA ' � Males a B. Farmer a".ri,�.ob4 Assistant City Attorney CONTRACT AUTHORIZATION: M&C: G-17379 Date Approved: 9/20/2011 OFFICIAL RECORD CITY SECRETARY FT. WORTH, TK Accela Inc /0tN of for X1orth. 1/px1 Department.Storm Nater h1anasement Di%ision work Order and Asset Management Soft«are and Implementation Ser%ices A_reement RI PO 11-0003.No%ember 12.2010 Page 11 of 25 M&C: G-17379 Date Approved: 9/20/2011 EXHIBIT A STATEMENT OF WORK I:xhihrt i Attachment Acccla_Inc /Cit}of Fort Worth.T/pW Department.Sturm Water Management Division Work Order and Asset Manasement Software and Implementation Services Agreement �CCEL/ Government Software THE LEADING PR GOVERNMEN Exhibit A Statement of Work City of Fort Worth, T/PW Department, Storm Water Management Division Work Order and Asset Management Software and Implementation Services RFP# 11-0004,November 12, 2010 Accela Automation Asset Implementation AGENCY HOSTED OPTION Version 1.5 September 27, 2011 Accela is a leading developer of enterprise management solutions for state, county and local governments. We provide agencies with products and services that reduce workload, increase efficiencies, and automate processes, while providing citizens and businesses with easier, more convenient access to government services.Accela has more than two decades of experience developing and installing government applications for permitting, licensing,planning, code enforcement,public works and more. Today,Accela provides software products and services to over 500 government agencies all over the U.S., as well as in Canada and Puerto Rico. 2011 Accela, Inc. Page 1 Statement of Work TABLE OF CONTENTS SERVICESDESCRIPTION........................................................................................................................................................................6 PURPOSE..............................................................................................................................................................................................5 AGENCYDEPARTMENTS.........................................................................................................................................................................5 PROJECTASSUMPTIONS.....................................................................................................................................................................S CRITICALSUCCESS FACTORS..................................................................................................................................................................8 PROJECTMANAGEMENT......................................................................................................................................................................... PROJECTSCHEDULE..............................................................................................................................................................................7 WORKDESCRIPTION.............................................................................................................................................................................8 STAGE1'INITIATION.............................................................................................................................................................................8 DELIVERABLE 1:PROJECT INITIATION......................................................................................................................................................8 DELIVERABLE 2:ACCsu\AUTOMATION SETUP.........................................................................................................................................8 STAGE2-ANALYSIS............................................................................................................................................................................ O DELIVERABLE 3:CONFIGURATION ANALYSIS.........................................................................................................................................1O STAGE3-CONFIGURATION.................................................................................................................................................................12 DELIVERABLE 4:ACCELA AUTOMATION SYSTEM CONFIGURATION...........................................................................................................12 STAGE4-BUILD.................................................................................................................................................................................13 CONVERSIONSTANDARD INFORMATION................................................................................................................................................13 STANDARD DATA CONVERSION ITEMS(|wCU]SIOw8 ..............................................................................................................................14 NON STANDARD DATA CONVERSION ITEMS(EXCLU80NS).....................................................................................................................1S DELIVERABLE 5:ADDRESS,PARCEL,OWNER DATA CONVERSION............................................................................................................15 DELIVERABLE 6:HISTORICAL DATA CONVERSION,HISTORICAL WORK ORDERS.......................................................................................1O DELIVERABLE 7:HISTORICAL DATA CONVERSION,CCTV.......................................................................................................................17 DELIVERABLE 8:INTERFACE DEVELOPMENT,PsOPLsSOpT*n................................................................................................................ 7 DELIVERABLE 9:INTERFACE DEVELOPMENT, |TSM................................................................................................................................18 DELIVERABLE 10:INTERFACE DEVELOPMENT,CCTV............................................................................................................................ 8 DELIVERABLE 11:REPORT SPECIFICATIONS AND DOCUMENTS................................................................................................................2O DELIVERABLE12:REPORT DEVELOPMENT........................................................................................................................................... 1 DELIVERABLE 13:ACCELAGIS INSTALLATION AND CONFIGURATION.......................................................................................................22 DELIVERABLE 14:ACCsLA MOBILE OFFICE INSTALLATION AND CONFIGURATION.......................................................................................23 DELIVERABLE 15:EVENT MANAGEMENT SCRIPTING ASSISTANCE............................................................................................................24 DELIVERABLE 16:CONSOLE CONFIGURATION........................................................................................................................................25 STAGE5-READINESS...................................................................................................................................................................2O DELIVERABLE 17:ADMINISTRATIVE AND TECHNICAL TRAINING...............................................................................................................26 DELIVERABLE 18:STANDARD OPERATING PROCEDURE DOCUMENTS.......................................................................................................27 DELIVERABLE19:DAILY USER TRAINING............ ................................................................................................................ -- .........27 DELIVERABLE 20:USER ACCEPTANCE TESTING(UAT ..........................................................................................................................28 STAGE8'DEPLOY..............................................................................................................................................................................3O DELIVERABLE 21:PRODUCTION AND GD'LimsSUPPORT........................................................................................................................3O � EXPENSES...........................................................................................................................................................................................31 ACCEPTANCE......................................................................................................................................................................................31 TERMS............................................................................... ................................................................................................................31 PROJECT RESOURCES AND LOCATION UrWORK..................................................................................................................................31 �� ',DuonAccele. |nc. Page Statement of Work WORKLOCATION.................................................................................................................................................................................31 RESOURCES-----------------------------------------------------------'31 AGENCYRESOURCES..........................................................................................................................................................................31 ACCELARESOURCES...........................................................................................................................................................................33 SIGNATURE.........................................................................................................................................................................................3S AppswmXA.---------------------------_-----------------------------.3G AccsLAIMPLEMENTATION METHODOLOGY...........................................................................................................................................3G IMPLEMENTATIONLIFE CYCLE..............................................................................................................................................................38 INITIATION .......................................................................................................................................................................................36 ANALYSIS............................................................................................................................................................................................37 CONFIGURATION..................................................................................................................................................................................37 BUILD.................................................................................................................................................................................................37 READINESS.........................................................................................................................................................................................38 DEPLOY..............................................................................................................................................................................................38 AppswmxBDsuvsnxoLsoACCEPTANCE FORM.................................................................................................................................38 N0OPTIONAL SERVICES TODEFINE ATTHIS TIME....................................................................................................................41 ,0, 2011 Accela, Inc. Page 3 Statement of Work DOCUMENT CONTROL Date Author Version Change Reference 5/5/2011 Ean Darbo 1.0 Initial draft of SOW 5/10/2011 Diana Haddad 1.1 Updates to historical conversions, interfaces,AGIS and AMO 5/12/2011 Diana Haddad 1.2 Updates to historical conversions and grammar 5/16/2011 Diana Haddad 1.3 SOW meeting updates based on onsite meeting on 05/16/2011 &05/17/2011 6/16/2011 Diana Haddad 1.4 Response to Ft. Worth initial review&comments 6/28/2011 Diana Haddad 1.5 Response to Ft.Worth second review&comments J 2011 Accela, Inc. Page 4 Statement of Work OVERVIEW Accela is committed not only to providing a superior software configuration for the current and future needs of the agency but also to assist the Agency in the successful implementation and deployment of the software. A successfully installed system is not based solely on the offered functionality, but also on the expertise, experience, and clarity of the vendor and the agency's staff. Accela has over 25 years of providing planning, permitting, asset and licensing systems for the public sector and is the only vendor in this market to have successfully installed and deployed a true 3-tier web-based architecture. Accela will work with Agency staff to optimize Accela's portfolio of software, best practices, and customer experience to enable the Agency to successfully deploy its Accela Automation software and meet its functionality, timing and cost requirements. This Statement of Work ("SOW") dated September 27, 2011 sets forth a scope and definition of the consulting/professional services work (collectively, the"Services") to be provided by Accela, Inc. ("Accela") for the City of Fort Worth ("Agency") on the implementation of Accela Automation. SERVICES DESCRIPTION PURPOSE Accela Automation Asset Management module will be implemented for the Agency. In delivering Accela Automation,Accela will deliver its Services throughout the Implementation Lifecycle and in the form of Deliverables described in the Work Description section(s). Multiple Deliverables will be associated to the six (6) Project Stages as defined in Section "Accela Implementation Methodology". Payment milestones will be due based on the accepted and approved deliverables as defined within this SOW. A payment map can be found in Appendix B of the contract. The Agency requested the following Accela products included in this SOW. • Accela Asset Management • Accela Geographical Information Services (GIS) • Accela Mobile Office AGENCY DEPARTMENTS The intent of the project is to implement the Accela Automation for the following Agency Departments. • Department of Transportation and Public Works, Stormwater Management Division. PROJECT ASSUMPTIONS • Agency and Accela will review their responsibilities before work begins to ensure that Services can be satisfactorily completed. • Agency will provide Accela with access to its equipment, systems, and personnel to the extent needed to complete the defined Services. • Agency will provide work space for Accela Services for work completed on Agency premises. • Accela will implement the latest version of Accela Automation available at the time of the contract signing. 2011 Accela, Inc. Page 5 Statement of Work • Agency will maintain primary responsibility for the scheduling of Agency employees and facilities in support of project activities. • Agency shall provide Accela with network access for remote installation and testing through industry standards such as Virtual Private Network (VPN) or other secure access methods. • Agency will provide/purchase/acquire the appropriate hardware, software and infrastructure assets to support all required Accela software products in both support/testing and production environments as defined in the project schedule • Agency is responsible for proper site preparation, hardware, software and network configuration in accordance with Accela specifications • Accela will be responsible for implementing a functioning version of the application software at the Agency (assuming the Agency has installed the proper hardware, software, and networking devices). • Accela will provide the Agency with a bi-weekly status report that outlines the tasks completed during the prior weeks,the upcoming tasks that need to be completed during the coming weeks,the resources needed to complete the tasks, a current version of the project plan,and a listing of any issues that may be placing the project at risk(e.g., issues that may delay the project or jeopardize one or more of the production dates). • Accela personnel will attend Agency executive steering committee meetings as needed. CRITICAL SUCCESS FACTORS In order to successfully execute the services described herein,there are several critical success factors for the project that must be closely monitored. These factors are critical in setting expectations between the Agency and Accela, identifying and monitoring project risks, and promoting strong project communication. • Dedicated Agency Participation—Accela fully understands that Agency staff members have daily responsibilities that will compete with the amount of time that can be dedicated to the Accela Automation implementation project. However, it is critical that the Agency acknowledges that its staff must be actively involved throughout the entire duration of Services as defined in the Project Plan.Accela will communicate insufficient participation of the Agency and Accela resources through Project Status Reports, as well as the corresponding impact(s). In particular,dedicated Agency participation can be found in: o Executive Project Sponsorship o Visible, consistent support of the project and project team at the executive sponsorship and management levels o Knowledgeable and committed staff to the project in order to meet the expected goals and timeline o Committed, informed and strong project management and project team that have a thorough understanding of the project objectives o Frequent and regular communication between the Sponsors and the Project Managers • Knowledge Transfer-While Accela cannot guarantee specific expertise for Agency staff as a result of participating in the project, Accela will make all reasonable efforts to transfer knowledge to the Agency. It is critical that Agency personnel participate in the analysis, configuration and deployment of Accela Automation in order to transfer knowledge to the Agency. After Post Production assistance tasks are completed by Accela Services, the Agency will be responsible for supporting Accela Automation. • Deliverable Acceptance Process - Implementation services for the above products are formalized through the deliverables defined in this document. Upon completion of each deliverable according to the acceptance criteria defined herein, Accela will provide the Agency with a Deliverables 0 2011 Accela, Inc. Page 6 Statement of Work Acceptance Form to formalize acceptance and completion. The Deliverables Acceptance Form is subsequently signed by the appropriate Agency contact, as defined in the Project Charter, and electronically delivered to Accela. Please refer to Appendix A to view a sample Deliverables Acceptance Form. Accela respectfully requests prompt attention to the processing of all Deliverables Acceptance Forms, as adherence to this timely process directly impacts the ability to complete the project in the desired timeframe. • AIM(Accela Implementation Methodology)—Accela's successful, proven, implementation methodology is crucial to the project success.Accela's Automation software and customer base is a niche market and as such the implementation methodology may differ from other consulting firms and software packages. It is imperative to project success that the Agency is willing to adhere/adopt to the Accela Implementation Methodology. PROJECT MANAGEMENT Accela will perform ongoing project management services throughout the implementation in order to plan and monitor execution of the project in accordance with deliverables outlined in the Statement of Work. To support the implementation of the Accela Automation software at the Agency,Accela will provide Project Management services throughout the project. Generally these services include the following: • Project plan management using Microsoft Project • Project document management using Microsoft Sharepoint • Issue log management and escalation • Status reporting • Change order management • Project workspace management • Resource management • Executive project oversight and quality assurance By mutual agreement some project management tasks may be shared between the Accela Project Manager and the Agency Project Manager. PROJECT SCHEDULE Upon execution of this SOW, the parties will subsequently collaborate to determine a start date for Services to be rendered. Upon initiation of these Services, the Accela Project Manager will work with Agency to collaboratively define a baseline project schedule. Given the fact that project schedules are working documents that change over the course of the project, the Accela Project Manager will work closely with Agency to update, monitor, agree, and communicate any required changes to the project schedule.A milestone (project) chart showing the anticipated days required for each AIM stage and deliverable is included in Appendix B of the contract. 0�2011 Accela, Inc. Page 7 Statement of Work WORK DESCRIPTION The following section describes the specific activities and tasks that will be executed to meet the business objectives and business requirements of the City of Ft. Worth, Department of Transportation and Public Works, Stormwater Management Division (Agency). Unless specifically identified as a Time&Materials(T&M)task,Accela agrees to provide the deliverables defined herein for a fixed price. In support of the implementation effort as described above, Accela will provide the following detailed implementation services. For each deliverable, a description is provided as well as criteria for acceptance of the deliverable. Accela is aware that the Agency's field operations staff work on a 4 x10-hour day schedule, therefore meetings will never be scheduled on a Friday. STAGE 1 - INITIATION DELIVERABLE 1: PROJECT INITIATION Project initiation is an opportunity to ensure the project starts in a well-organized, structured fashion while re- confirming the Agency and Accela expectations regarding the implementation. This Deliverable is comprised of project planning activities, core project management documents and templates, and the first on-site meeting conducted between the Agency and Accela after the signing of the SOW. In conjunction with the Agency representatives, Accela will perform the following tasks: • Finalize staffing for the project teams. Guidelines and recommendations for the Agency project staffing are addressed in the Project Staffing section of this document. • Conduct formal conference calls and a formal on-site kick off meeting. The objectives of these meetings include a formal transition from the sales process to the implementation process, review roles and responsibilities, review the contract and review project scope. • Establish Communication Plan and project logistics including communications norms, status reporting, issue/risk management,work locations, etc. • Review and agree on Project Status Report Template format • Finalize and document formal deliverable signoff procedures, identify team members that will be responsible for signoff from the Agency and Accela. • Review infrastructure requirements and preparation(with designated Agency technical staff). • Finalize an integrated project plan that includes resource allocation for all tasks(in cooperation with the Agency Project Manager). • Review and adjust project scope based on additional findings, if necessary. • Develop a Project Charter that will further define and govern the execution of the tasks in the SOW. The Project Initiation Meeting itself is an event that includes a formal presentation by the project team to review project objectives, methodology, timeline, roles and responsibilities, risks, and other key project elements. In terms of specific output, the following will be executed for this deliverable: ➢ Project Charter(MS Word) ➢ Baseline Project Plan (MS Project) A list of Project Milestones Project Status Report Template (MS Word) Project Initiation Presentation (MS PowerPoint) 2011 Accela, Inc. Page 8 Statement of Work ➢ Project Initiation Meeting ➢ Project Risk Management Plan Accela Responsibilities: • Provide timely and appropriate responses to the Agency's request for information • Coordinate project planning activities • Communicate the Accela Implementation Methodology ("AIM") that will be used by Accela to deliver Services • Complete Baseline Project Plan, Project Status Report Template, and Project Initiation Presentation deliverables with input from appropriate Agency resources Agency Responsibilities: • Identify and set expectations with key resources and subject matter experts for ongoing participation in the project • Provide timely and appropriate responses to Accela's requests for project planning input and meeting logistics requests • Provide meeting facilities for Project Kickoff and other onsite activities Acceptance Criteria: • Review and acceptance of the Project Status Report Template • Review and acceptance of the Baseline Project Plan • Review and acceptance of the Project Charter • Completion of the one-day Kickoff Meeting event DELIVERABLE 2: ACCELA AUTOMATION SETUP During the System Setup step of this project, Accela's technical staff will work with the Agency staff to ensure that the components for hardware, software, database, network, and Internet are in place for the development and production environments. Accela technical staff will validate the proper installation and configuration of the Accela Automation environment. This Deliverable is defined as the installation of the three (3) instances of the Accela Automation software on Agency computer systems, such that Agency can log into the system and verify that the software was installed. During the installation of Accela Automation, documentation on the installation of Accela Automation will be provided to the Agency as reference material. In terms of specific output, the following will be executed for this deliverable: A WoMillIaWn d ftee(3)msWam ProellopmK Teet and Pmhxtion)of the AcoeW Au 9**w*onAWqwvem Demon*Mlim of an operaimall Accelle Aubmadon ung environment ➢ "on doeumWAdon (MS Word and Adobe P Specifically,Accela will perform the following tasks within the support environment: • Perform a remote system check of the installation. • Install Accela software • Demonstrate that the Accela Automation applications are operational in the Agency computing environment. 2011 Accela, Inc. Page 9 Statement of Work • Provide documentation of the Agency installation. Accela Responsibilities: • Provide specifications for the computing environments • Consult with Agency resources to provide technical input and answer technical questions related to the installation requirements for Accela Automation • Deliver and install the Accela Automation software on the Agency server • Provide installation documentation to Agency Agency Responsibilities: • Provide timely and appropriate responses to Accela's request for information • Procure and configure necessary hardware, non-Accela systems software, and networking infrastructure as specified by Accela. • Prepare the hardware, software, and network in accordance with the specifications provided by Accela. • Make available the appropriate Agency key IT users to participate in any hardware, software, environment, and infrastructure meetings • Arrange for the availability of appropriate people for the system installation,setup, testing, and quality assurance throughout the setup process Acceptance Criteria: • Confirmation of ability to log into the Development, Test and Production instance of Accela Automation software that has been installed on Agency computer systems • Demonstrate core Accela Automation system is operational in the Agency environment. STAGE 2—ANALYSIS DELIVERABLE 3: CONFIGURATION ANALYSIS Configuration Analysis is comprised of the activities required to define the baseline configuration of Accela Automation for the Agency. The key output of the process is the Configuration Analysis Worksheet(s), which serves as a 'blueprint'for all design and configuration efforts throughout the implementation project and establishes the benchmarks for testing and acceptance at the conclusion of the project. In order to develop the content for this document, Accela will work closely with designated Agency personnel and will conduct configuration analysis workshop sessions, not to exceed 4 hours per session, to capture the required business processes to be automated within the system. Accela will use the high level Configuration Analysis Worksheet that was developed in the Analysis phase of the project as a baseline to developing Automation configuration. As a part of this effort, Accela will also identify key Accela Automation features that can best support these processes. In conjunction with the Agency representatives, Accela will perform the following tasks: • Review the developed business process as a basis for configuration in Accela Automation's workflow tool. • Collect employee names and associated roles and identify user group setups. • Review the collected document intake requirements, forms, and data fields for each process. • Review the collected document output requirements(documents/letters/reports). • Review the existing Asset inventory information. v 2011 Accela, Inc. Page 10 Statement of Work • Review all required Inspections and related inspection result options. • Review all required Asset Condition Assessments and required information to gather • Review all required Preventative Maintenance Schedules for various assets Accela will use the AIM Configuration Analysis Worksheet(s)template, and the appropriate content within that document to capture the Agency's core processes to be configured. Accela's Project Manager will coordinate the compilation of the information collected during the Configuration Analysis workshop sessions into final Configuration Analysis Worksheet(s)that will detail all aspects of the proposed core configuration. The configuration document includes detailed configuration settings including the following topics: • Organizabon and Departmeft • Securfty • Record T # Processes • Intake Forms . �Sp22t h*m • Asset im D List Vskm • Rewd Speft Mmudiort Standard Conditions Cost items • Standard Chokes • lnyt O C**d • Condition Assements _ i The Project Team,consisting of representatives from both Accela and the Agency,will conduct a review of the configuration analysis worksheet(s)for the purpose of approval and sign-off on the deliverable. Accela will configure a prototype which will be used during the review sessions to demonstrate the proposed functionality. Prototyping is intended to demonstrate selected aspects of Accela Automation functionality in order to assist in understanding how they will operate for the Agency-it is not part of the configuration process. **Note: Reports will be identified and documented by Accela during the Analysis Phase of this implementation. The specification and development process of five(5)reports will occur during the Build Phase in Deliverable 11 of this implementation. In terms of specific output, the following will be executed for this deliverable: Cor r Wo*$*SoWorw mw>* .sed Atm 00"d p M**V(AdObi OMWQr _ Co*"66n Arra ofth t$)(MS WWII), Accela Responsibilities: • Conduct configuration analysis workshops to capture the required business processes to be automated within the system. • Build selected prototypes to demonstrate proposed functionality. • Conduct meetings via email, Adobe Connect, phone, and in person to gather and validate analysis input. • Prepare and complete Configuration Analysis Worksheet(s) capturing the Agency's business processes to be configured. Agency Responsibilities: n 2011 Accela, Inc. Page 11 Statement of Work • Provide timely and appropriate responses to Accela's request for information. • Make the appropriate Agency key users and content experts available to participate in the configuration analysis and verify the accuracy of the documented workflows, input/output formats, and data elements. • Provide business process documentation, including process flows, fee schedules, commonly used applications, reports and forms, and other relevant information. • Schedule participants and meeting locations for analysis activities. Acceptance Criteria: • Review System Configuration Worksheet(s) and validate that the content accurately reflects the business processes data that will be configured in Accela Automation. • Agency will have 10 business days to review the Configuration Analysis Worksheet(s). STAGE 3— CONFIGURATION DELIVERABLE 4: ACCELAAUTOMATION SYSTEM CONFIGURATION Accela will provide professional services to configure Accela Automation in accordance with requirements established and agreed upon during the execution of the tasks that comprise Deliverable 3, Configuration Analysis. Accela will configure up to 16 business processes organized in seven(7) major categories in the Asset Management Module for the Department of Transportation&Public Works, Stormwater Management Division, including all associated workflows, inspections, notifications,conditions, assets and standard comments in support of the Agency's requirements. General breakdowns of the business process are as follows: • Complexity Level: 0 12 medium complexity 0 4 low complexity • Major Categories: o Requests for Service o Maintenance and Repair o Capital Projects o Asset Inventory Maintenance and Mapping o Floodplain Management o Strategic Planning and Coordination o Compliance and Reporting Business process descriptions will be defined during the Analysis Phase above. **Accela will provide Administrative training, per Deliverable 15,to Agency staff so that they may learn how to develop any additional Record Types,additional Smartcharts and V360 Consoles. In terms of specific output, the following will be executed for this deliverable: CorifigurvItion of up to 16 Business Pmoesses in Alamo Automation OwA Sym Cord' Rion D=rwA se an card of schW m4l;urabon 2011 Accela, Inc. Page 12 Statement of Work Accela Responsibilities: • Work with the Agency to identify all information to accurately configure Accela Automation according to the Configuration Analysis Worksheet(s). • Configure the requirements defined in the Configuration Analysis Worksheet(s) in Accela Automation. • Assist the Agency in validating the configuration • Provide timely and appropriate responses to the Agency's request for information. Agency Responsibilities: • Provide timely and appropriate responses to Accela's request for information. • Make available the appropriate Agency key users and content experts to participate in configuring the system in an effort to learn about the system and work with Accela through the verification process that the system has been configured as required in the associated System Configuration Worksheet(s). • The Agency will test the system for purposes of validating the configuration. Acceptance Criteria: • Review and approve that the base configuration of Accela Automation is configured as documented in the approved Configuration Analysis Worksheet(s). • Agency will have 15 business days to review the Configuration. STAGE 4- BUILD The Build stage includes data conversions, creation or configuration of interfaces,development of Accela Event Manager Scripts to automate business processes, custom report development,and the installation and configuration of Accela add-on products. The conversion of historic data from the existing database is one of the most significant aspects when migrating from one system to another. Accela responsibilities will include assistance in data mapping, script development for conversion, data testing and validation, and assistance with final data conversion. For conversions, it is expected and anticipated that the Agency will provide resources knowledgeable with the history data to assist in the data migration/conversion effort. Accela also expects that all data to be converted into Accela Automation be scrubbed as may be necessary by the Agency resources prior to migration/conversion. The required data mapping effort will be a conducted by Agency personnel with assistance from Accela. Once the data mapping has been defined,Accela will ask that a representative of the Agency sign off on the data maps. The Agency will be responsible for loading the data to be converted into the Accela standard staging tables. Accela will be responsible for the data conversion programs to load data from the standard staging tables to the Accela Automation database. CONVERSION STANDARD INFORMATION - The standard historical data conversion includes converting only transactional tables and current APO. It does not include the work to develop APO periodic updates. - Accela will not convert every single data element in the client's legacy database. Each field of data with a corresponding location in Accela Automation can be mapped and converted. Extensive quality assurance by the client is recommended to verify accurate transfer of data. Accela will perform unit testing of the conversion program and perform spot checks of the data within AA to rule out data corruption. Co 2011 Accela, Inc. Page 13 Statement of Work Pre-requisites for Data Conversions - A complete configuration must exist as data conversion is heavily dependent upon configuration. In particular: o Record types must be configured and work flow must be established for each Record type prior to conversion o Configuration of application specific information must exist. - Client sign off on data maps is required prior to executing the first conversion run. STANDARD DATA CONVERSION ITEMS (INCLUSIONS) The following items are included as part of a standard legacy conversion: - Transactional Tables: Conversion of transactional tables,APO data, Professional License data"as-is"into AA. "As-is"means no data transformation(unless the Accela Data Mapping tool enables the data transformation. It also means field-to-field,a single field is mapped to a single field, See next bullet point for examples of transformation allowed). "As-is"means the data will look in AA exactly as it appears in the legacy system. - Data Mapping Tool Use: Data can be mapped using the Accela Data Mapping tool, a mapping tool used to map legacy data into Accela Automation. The standard allows for certain types of mappings. For example, a legacy'yes/no'field that would map to an AA yes/no field is allowed for within the standard. Another example the tool allows is mapping a legacy'l or 0'to a checkbox field in AA. An example of mapping that is NOT standard is mapping a legacy text field value into a dropdown box in AA. - Database Formats: for historical conversions that utilize the data mapping tool,data must be provided in either an MS SQL Server or Oracle database. Contact the data conversion team rep for current supported versions. (Note that APO and Licensed Professional data can be provided in Oracle, MS-SQL Server, MS Access,or pipe delimited flat file because these two conversions do not utilize the data mapping tool). - Documents: The standard data conversion includes converting documents to ADS in AA provided the client provides the documents in a structure Accela requires. (See Standard Document Migration section for more detail). The documents will be converted to ADS and written/stored in a file system, not a database. - Conditions: Conditions of approvals can be mapped to workflow using the Data Mapping Tool and are standard provided they correlate and are configured to a work flow item in AA. Conditions of lock/hold/notice are standard. - Permit and Work Order Detail - Parcel,Address,Owners,Contractors, Contracts - Job valuation, People,Addresses, Inspection types, Fees - Guide sheets: Guide sheet conversion for any product other than Permits Plus and Tidemark is part of the standard. - Concatenating data/rules,such as the following are standard: -Record level concatenation. Ex. Fielda&"and"&Fieldb. -Type casting with defaulting. Ex.Attempt to convert a string to a date or a string to a number if the translation is possible -Null checked on required fields. -Add two numbers. Ex. NumberA+ NumberB -Translate legacy items that fit into the predefined translation tables -Eliminate duplicated records Co 2011 Accela, Inc. Page 14 Statement of Work NON STANDARD DATA CONVERSION ITEMS (EXCLUSIONS) The following items are NOT included as part of a standard legacy conversion: - Concatenating data/rules, such as the following: -Vertical concatenation -Parsing -Special exclusion rules(Ex. Only when fields>50 characters) -Custom translation outside of the normally defined translations - Text box values in legacy system to dropdown object in AA - Data scrubbing/cleansing - Parsing data(e.g. names, addresses to name a few. There are others) - Any business-specific rules. Business specific rules cannot be mapped in the Data Mapping tool. - Fee screen items converting to application comments for any legacy product. - Virtual data items(this is related to the Permits Plus product only) - Hearing calendars - Sets or models: Note: it is imperative that client is told this is not part of standard! - Guide sheets: guide sheets for Permits Plus and Tidemark are non-standard. - Renewable Data DELIVERABLE 5: ADDRESS, PARCEL, OWNER DATA CONVERSION In the Accela Automation System (Automation), Address, Parcel and Owner(APO) information will be supplemented via The City Ft. Worth's (City) data. The process by which reference APO data will be utilized in Automation will either be Internal or External APO functionality, and will be determined during the analysis phase of the project. Data will either be loaded into standard APO tables in the Automation database, i.e. Internal APO, or will be accessed externally from the City's GIS database, i.e. External APO. For both Internal and External APO processes, standard load procedures to import data from the City's GIS database into Automation will be provided by Accela to the City. These procedures can be run, as needed, by the City In terms of specific output, the following will be executed for this deliverable: '� A .1iI► k 'S �tt*. W OW WW*will .), Accela Responsibilities: • Provide standard APO conversion documentation and support to assist the Agency in loading staging tables. • Migrate data provided by the Agency into the Agency's AA testing database environment. Agency Responsibilities: • Identify data accuracy/quality issues • Provide APO data in the format(s) specified by the standard APO documentation. • Allocate the time for qualified business and technical experts for the Accela-led data-mapping sessions that are critical to the project success. • Assist in the data-mapping process. 2011 Accela,Inc. Page 15 Statement of Work • Load data from original source(s) into the Accela standard staging tables. • Allocate the time for qualified personnel to test the conversion for acceptance to ensure that the data is converted successfully according to the data-mapping document. Acceptance Criteria: • Review and acceptance of the APO Data Conversion Specifications document. • Confirmation that APO data has been converted to Accela Automation testing environment according to the standard APO data specifications. DELIVERABLE 6: HISTORICAL DATA CONVERSION, HISTORICAL WORK ORDERS Accela will provide a program to convert appropriate Agency's historical work order data from ITSM and MS Access into Accela Automation. Data exists in the ITSM application from April of 2009. Data from the MS Access database is from 2001-2009, approximately. Work order data from both ITSM and MS Access will be consolidated into one central data repository which will then be converted into Accela Automation. In terms of specific output, the following will be executed for this deliverable: fi �ument(s) MS Word/ CCL) ➢ UVOW f t0fic l data from one system into Accela Automation testing database environ Accela Responsibilities: • Work with the Agency to determine historical data sources and appropriate data to convert into Accela Automation • Develop Data Conversion Specifications. • Migrate Historical into the Development Accela Automation environment. • Provide timely and appropriate responses to the Agency's request for information. Agency Responsibilities: • Review and approve Data Conversion Specifications. • Identify data accuracy/quality issues and resolve them (data scrubbing) • Provide Historical data in the format(s) supported by Accela Automation • Allocate the time for qualified business and technical experts for the Accela-led data-mapping sessions that are critical to the project success • Assist in the data-mapping process • Load data from original source(s) into the Accela standard staging tables • Allocate the time for qualified personnel to test the conversion for acceptance to ensure that the data is converted successfully according to the data-mapping document Acceptance Criteria: • Review and acceptance of the Historical Data Conversion Specifications document(s) • Confirmation that Historical data has been converted to Accela Automation testing environment according to the standard Historical data specifications 2011 Accela, Inc. Page 16 Statement of Work • Agency will review and approve the migrated historical data with the general agreement of approximately 15 business days to complete the review process. However, the review and acceptance period may be subject to change during the project plan approval process between Accela and the Agency. DELIVERABLE 7: HISTORICAL DATA CONVERSION, CCTV Accela will provide a program to convert appropriate Agency's CCTV video file repository, which will be exported from the Agency's GIS environment to an agreed upon format between Accela and the Agency during the requirement and specification process. In terms of specific output, the following will be executed for this deliverable: Accela Responsibilities: • Work with the Agency to determine historical data sources and appropriate data to convert into Accela Automation • Migrate Historical Data into the Development Accela Automation environment. • Provide timely and appropriate responses to the Agency's request for information. Agency Responsibilities: • Identify data accuracy/quality issues and resolve them (data scrubbing) • Provide Historical data in the format(s) supported by Accela Automation • Allocate the time for qualified business and technical experts for the Accela-led data-mapping sessions that are critical to the project success • Assist in the data-mapping process • Load data from original source(s) into the Accela standard staging tables • Allocate the time for qualified personnel to test the conversion for acceptance to ensure that the data is converted successfully according to the data-mapping document Acceptance Criteria: • Review and acceptance of the Historical Data conversion test results. • Confirmation that Historical data has been converted to Accela Automation testing environment according to the standard Historical data specifications • Agency will review and approve the migrated historical data with the general agreement of approximately 15 business days to complete the review process. However, the review and acceptance period may be subject to change during the project plan approval process between Accela and the Agency. DELIVERABLE 8: INTERFACE DEVELOPMENT, PEOPLESOFT HR Accela will provide an Interface to the PeopleSoft HR module for the purpose of providing a one-directional,weekly batch interface between Accela Automation and PeopleSoft. Accela will import a weekly batch file from the 2011 Accela, Inc. Page 17 Statement of Work PeopleSoft HR module. The following are the main objectives being pursued through the implementation of this interface: • Import staff costs(salary and hourly rates)from PeopleSoft into Automation • Update information for new and terminated employees In terms of specific output, the following will be executed for this deliverable: ➢ Interface Specifications Docents(MS Word/MS Excel) Demonstration of operational interface:in Accela Automation. Definition: This deliverable will include a specification document and procedures that provide the business needs as defined in the interface specification. Accela Responsibilities: • Work with Agency staff to develop interface specifications during configuration • Use an Accela web service or other tool to implement the interface functionality based on the Agency approved specifications • If not using an Accela web service, assist the Agency with testing and debugging of the interface • Provide timely and appropriate responses to the Agency's request for information Agency Responsibilities: • Provide timely and appropriate responses to Accela's request for information • Allocate the time for qualified business and technical experts for the testing sessions that are critical to the project success • Identify and coordinate any related tools used to implement the interface (3rd party or in-house development) including approval, documentation, and assistance from the Interface Vendor • Assist in the interface specification development and data mapping process • Review and approve the interface specification documents • Allocate the time for qualified personnel to test the interface for acceptance to ensure that the data populates successfully according to the interface specification documents Acceptance Criteria: • Review and approval of the Interface Specification document • Demonstration and approval of the completed interface meet the specific requirements detailed on the interface specifications. DELIVERABLE 9: INTERFACE DEVELOPMENT, ITSM Accela will provide an Interface to the Customer Resource Management system, Frontrange ITSM,for the purpose of providing a bi-directional interface between Accela Automation and Frontrange ITSM. Accela will employ web services to assist with the creation of a real-time interface from Accela Automation to the Agency's system. The following are the main objectives being pursued through the implementation of this interface are: • Create records in Automation from Frontrange related to Service Requests 2011 Accela, Inc. Page 18 Statement of Work • Close records in Frontrange from Automation (optionally) • Notifications of when a record has been created or completed In terms of specific output, the following will be executed for this deliverable: ➢ Interface Specifications Documents(MS Wo"S Excd) ➢ Demonstrafion of operational interface in Accela Automation. Definition: This deliverable will include a specification document and procedures that provide the business needs as defined in the interface specification. Accela Responsibilities: • Work with Agency staff to develop interface specifications during configuration • Use an Accela web service or other tool to implement the interface functionality based on the Agency approved specifications • If not using an Accela web service, assist the Agency with testing and debugging of the interface • Provide timely and appropriate responses to the Agency's request for information Agency Responsibilities: • Provide timely and appropriate responses to Accela's request for information • Allocate the time for qualified business and technical experts for the testing sessions that are critical to the project success • Identify and coordinate any related tools used to implement the interface (3rd party or in-house development) including approval, documentation, and assistance from the Interface Vendor • Assist in the interface specification development and data mapping process • Review and approve the interface specification documents • Allocate the time for qualified personnel to test the interface for acceptance to ensure that the data populates successfully according to the interface specification documents Acceptance Criteria: • Review and approval of the Interface Specification document • Demonstration and approval of the completed interface meet the specific requirements detailed on the interface specifications. DELIVERABLE 10: INTERFACE DEVELOPMENT, CCTV Accela will provide an Interface between Accela Automation and the Agency's CCTV Video File Repository for the purposes of providing a one-directional weekly interface between Accela Automation and the CCTV Video File Repository that implements PAPC (NASSCO certified DB)standards. The following are the main objectives being pursued through the implementation of this interface are: • Creation of CCN Video File references in Automation In terms of specific output, the following will be executed for this deliverable: v 2011 Accela,Inc. Page 19 Statement of Work Interface Specifications Documents(MS Word/MS Excel) Demonstration of operational interface in Accela Automation through the execution of a windows form application Definition: This deliverable will include a specification document and procedures that provide the business needs as defined in the interface specification. Accela Responsibilities: • Work with Agency staff to develop interface specifications during configuration • Use an Accela web service or other tool to implement interface functionality based on the Agency approved specifications • If not using an Accela web service, assist the Agency with testing and debugging of the interface • Provide timely and appropriate responses to the Agency's request for information • Provide Windows Form Application to Agency to enable Agency to execute interface as needed Aqency Responsibilities: • Provide timely and appropriate responses to Accela's request for information • Allocate the time for qualified business and technical experts for the testing sessions that are critical to the project success • Identify and coordinate any related tools used to implement the interface (3rd party or in-house development) including approval, documentation, and assistance from the Interface Vendor • Assist in the interface specification development and data mapping process • Review and approve the interface specification documents • Allocate the time for qualified personnel to test the interface for acceptance to ensure that the data populates successfully according to the interface specification documents • Ensure asset data exists in Automation in order for CCTV records to be created and associated. Acceptance Criteria: • Review and approval of the Interface Specification document • Demonstration and approval of the completed interface meet the specific requirements detailed on the interface specifications. DELIVERABLE 11: REPORT SPECIFICATIONS AND DOCUMENTS The Agency will identify custom documents/letters/reports as required for the new system during Configuration Analysis. These reports are in addition to the standard reports provided to the Agency at no additional charge; refer to Appendix C for a list of standard reports. Reports are defined as custom outputs from the Automation System. Reports typically contain charts, graphs,calculations, texts, images,or other report objects to be generated by software manipulation of page styles, field definitions and/or parameters and database connections. All such reports shall be approved by the steering committee. ��2011 Accela, Inc. Page 20 Statement of Work The Configuration Worksheets will provide the final list of reports and documents that are identified during the Analysis Phase of the implementation process. A total of five(5)medium complexity reports will be have a report specification document developed and configured by the Accela team Prior to the development of a report, the Agency will approve report design specification documents that will be created jointly by the Agency and Accela. Accela will be primarily responsible for developing the specification documents; however the Agency will be required to provide specific input, parameters,format and layout specifications. The approved documents will be used as a basis for determining completion and approval of the reports. Development of each report cannot begin until agreement on each specification is complete. A proven strategy that combines the use of the Accela Automation Quick Queries,custom reports developed by Accela that include run-time parameters to allow similar reports to be combined, and the development of other reports by Accela after training,can ensure that all required reporting requirements are met. In terms of specific output, the following will be executed for this deliverable: UA 0Leh" t Acosta WN de**(NIS Word, w iftt the Cor*ss*on Vo ,l lam#$ ; ' atlons 00=w*for each of the ides W (MS Word). a Accela Responsibilities: • Develop report specifications. Agency Responsibilities: • Provide timely and appropriate responses to Accela's request for information. • Make available the appropriate key users and content experts to participate in the report specification activities. • Provide information and data in the formats specified by Accela that will be needed for agreement on the deliverable. Acceptance Criteria: • Agreement on list of reports that will be developed by Accela. • Review and approval of individual Report Specifications documents. DELIVERABLE 12: REPORT DEVELOPMENT Accela will develop custom documents/letters/reports per the specifications developed and approved in Deliverable 11, Report Specifications and Documents Development. In terms of specific output, the following will be executed for this deliverable: ➢ Report Configuration Files for each of the Report Specifications(Reporting Softie Tool). Accela Responsibilities: • Develop reports per specifications. • Assist in the validation of the reports in test environment. v 2011 Accela, Inc. Page 21 Statement of Work Agency Responsibilities: • Provide timely and appropriate responses to Accela's request for information. • Make available the appropriate key users and content experts to participate in the report validation activities. Acceptance Criteria: • Confirmation of report accuracy in test environment per their respective Report Specifications. DELIVERABLE 13: ACCELA GIS INSTALLATION AND CONFIGURATION Accela will install and configure Accela GIS to link and leverage existing Agency GIS information, including assistance with establishing the map service to be used in conjunction with Accela GIS. The following are the main objectives being pursued through the implementation of the Accela GIS: • Look up work order information and asset information from Accela Automation. • View selection, location, and associated GIS information. • Select one or more assets and add new work orders. • Synchronization of assets with GIS spatial data. • Auto-populate spatial attributes for a property or application specific information fields • Enable red-lining and/or editing capabilities on a versioned GIS layer from the Agency. During GIS installation, Accela's technical staff will work with Agency IT staff to ensure that the components for hardware, software, database, network, and Internet are in place for the Accela GIS test and production environments. Accela technical staff will validate the proper installation and configuration of the Accela GIS environment. In terms of specific output, the following will be executed for this deliverable: Accela Responsibilities: • Install Accela software and perform quality assurance checks on the configuration and performance based on acceptance criteria developed by Accela and approved by the Agency. • Demonstrate that the Accela GIS applications are operational in the Agency computing environment thus communicating with the Accela Automation system. • Assist the Agency in identifying and developing Proximity Alerts and Dynamic Themes. Provide timely and appropriate responses to the Agency's request for information. Agency Responsibilities: • Arrange for the availability of appropriate staff for the system installation, setup, testing, and quality assurance throughout the setup process. 2011 Accela, Inc. Page 22 Statement of Work • Order and procure necessary hardware, non-Accela systems software, and networking infrastructure as specified by Accela. • Provide people and physical resources based on the dates outlined in the project schedule. • Prepare the hardware, software, and network in accordance with the specifications provided by Accela. • Provide Accela with network access for remote installation and testing. • Provide information and data in the formats specified by Accela that will be needed for the GIS implementation. Acceptance Criteria: • Demonstration of operating Accela GIS in test environment. DELIVERABLE 14: ACCELA MOBILE OFFICE INSTALLATION AND CONFIGURATION Accela will install and configure the Accela Mobile Office application. As part of this deliverable,Accela will perform the configuration tasks required to ensure Accela Mobile Office interfaces with Accela Automation in both a test and production environment. Using Accela Mobile Office, an Agency inspector can perform activities such as: • Result inspections/investigations in either store/forward or wireless mode. • Print reports in the field. • Review maps in the field Accela Mobile Office installation and setup will involve Accela's technical staff working with the Agency IT staff to ensure that the components for hardware,software,database, network, and Internet are in place for the Accela Wireless test and production environments. Accela technical staff will validate the proper installation and configuration of the Accela Mobile Office environment. Successful installation will be demonstrated through logging into the Accela Mobile Office Client communicating to the Accela Mobile Office server. In terms of specific output, the following will be executed for this deliverable: ' A WPM 3 w ti J Accela Responsibilities: • Provide technical training to assist in the knowledge transfer to Agency IT staff. • Verify computing environments • Install software, setup and configuration • Demonstrate operation per specification Agency Responsibilities: • Order and procure necessary hardware, non-Accela systems software, and networking infrastructure as specified by Accela. 2011 Accela,Inc. Page 23 Statement of Work • Arrange for the availability of appropriate resources for the system installation, setup, testing, and quality assurance throughout the setup process • Prepare the hardware, software, and network in accordance with the specifications provided by Accela. • Provide Accela with network access for remote installation and testing. • Provide timely and appropriate responses to the Agency's request for information. Acceptance Criteria: • Confirmation of Accela Mobile Office configuration. • Demonstration of Accela Mobile Office per Configuration Document within the test/staging system. DELIVERABLE 15: EVENT MANAGEMENT SCRIPTING ASSISTANCE During the configuration analysis phase of the implementation project Accela will identify opportunities to supplement the Accela Automation base functionality via Event Manager Script Engine (EMSE) script development. Accela will work with key Agency project stakeholders to identify the business rules/processes that can be automated. Accela will work with Agency to identify desired EMSE functionality, and subsequently will help prioritize the scripting needs to determine which scripts will be developed by Accela, and which scripts can be developed by the Agency. The scripts developed by Accela can be used as models whereby agency staff can develop and modify additional EMSE scripts as needed. Accela will perform the full analysis and development of 2 EMSE scripts Examples of business processes that could be automated by a script are: • Cancel application submittal based on proximity alert(Accela GIS) o Use Case: Do not allow an adult bookstore to be located within 1 mile of a school • Closing workflows based on inspection results o Use Case: Final Inspection is complete, update workflow • Preventing inspections based on various criteria o Use Case: Depending on workflow/application status, do not allow an inspection to take place Prior to the development of a script the Agency will approve a design specification document that will be created jointly by the Agency and Accela. The approved document will be used as a basis for determining completion and approval of the deliverable. In terms of specific output, the following will be executed for this deliverable: > Pfd' t of desilrwl EMSE f x0eM ➢ kens t ) be : Ped by (MS Exc,eMord) ➢ e of bw(2) W to deWr d=mwd speck Accela Responsibilities: • Work with Agency staff to identify potential uses of EMSE scripting • Assist with development of list of desired EMSE functionality • Aid the Agency in prioritizing which scripts will be developed by Accela • Develop EMSE scripts based on the specifications • Demonstrate functionality of scripts per specifications 0 2011 Accela, Inc. Page 24 Statement of Work • Provide EMSE training as specified in Deliverable 15 Agency Responsibilities: • Allocate the time for qualified business and technical experts for the script requirements sessions that are critical to the project success. • Identify resources that will learn EMSE scripting tolls and approaches for ongoing maintenance • Prioritize desired EMSE functionality to determine which scripts Accela will develop • Provide timely and appropriate responses to Accela's request for information • Verify the Event Script Specification meets the intended business requirement. • Allocate the time for qualified personnel to test the script for acceptance • Ensure that the data populates successfully according to the script requirements document. Acceptance Criteria: • Review and acceptance of design document with written sign-off from the Agency • Demonstrate the two (2)Accela-developed script within the self-hosted test system DELIVERABLE 16: CONSOLE CONFIGURATION Accela will use the completed configuration and standard, best practice V360 User Interface as a starting point for analysis and documentation of desired look and feel of Accela Automation V360 user interface. In conjunction with the Agency representatives, Accela will perform the following tasks: • Review the required portlets for each major user group. • Review the required fields,field order and field names of each major portlet. • Provide recommendations and seek input on required Quick Queries and Data Filters in order to define a default list. • Provide recommendations and seek input on required Smart Charts(Dashboards)in order to define a default list. Accela's Project Manager will coordinate the compilation of the information collected during the Analysis into the document, including detailed settings related to the following topics: Eder Cormoles * Form Fftm + AS[Four lit . Alm T t _ • SrPAt Cts • Go To dew's In terms of specific output, the following will be executed for this deliverable: > 01- 1-.1%- -a,- "` Accela Responsibilities: • Conduct sessions to capture the required look and feel functionality of the Accela Automation system 2011 Accela, Inc. Page 25 Statement of Work • Conduct meetings via email, Adobe Connect, phone, and in person to gather and validate analysis input • Build the user experience components • Provide timely and appropriate responses to the Agency's request for information. Agency Responsibilities: • Provide timely and appropriate responses to Accela's request for information. • Make available the appropriate Agency key users and content experts to participate in the user experience analysis and verify the accuracy of the documented user experience elements. • Schedule participants and meeting locations for analysis activities. Acceptance Criteria: • Agency will have 10 business days to review the V360 User Experience configuration. STAGE 5- READINESS DELIVERABLE 17: ADMINISTRATIVE AND TECHNICAL TRAINING Accela will provide training for Agency staff that focuses on the administration, maintenance, and augmentation of its Accela Automation configuration. Our aim at Accela is to educate Agency resources on all aspects of Accela Automation in an effort to ensure the Agency is self-sufficient. This allows the Agency to best react to changing requirements and ongoing maintenance, which can allow the Agency to be proactive and significantly reduce system maintenance costs over time. All training will be provided on a just-in-time basis. In terms of specific output, the following will be executed for this deliverable: One,"-*P Two,W y Acres Mobb Oft Tectik T*ftcmm,+fid d r ft, to Via, and Proton*&Y, Two,I y Accob GIS Tah*W fiFW a, xt ftmft top, Accela ResponsibRities: • Coordinate with the Agency to define training schedule and logistics. • Deliver training per the specific requirements listed above • Provide timely and appropriate responses to the Agency's request for information. • Provide training on a just-in-time (JIT) basis Agency Responsibilities: c,D 2011 Accela, Inc. Page 26 Statement of Work • Select and prepare the power-users who will be participating in the training and subsequently training end users. • Arrange the time and qualified people for the training who are critical to the project success. • Provide suitable Agency facilities to accommodate various training classes. • Ensure that users are proficient in using PC's in a Windows environment as a prerequisite for the course. • Ensure that users are familiar witfi use of standard Intemet browsers as a prerequisite for the course. Acceptance Criteria: • Execution of listed training courses DELIVERABLE 18: STANDARD OPERATING PROCEDURE DOCUMENTS This Deliverable includes the delivery, by Accela to Agency, of 12 Standard Operating Procedure (SOP) Documents per the business processes defined in Deliverable 4. The SOP Documents will be initiated by Accela to reflect the 12 medium complexity processes defined in this SOW. The SOP Documents will serve as a guide to the Agency's end-users and will contain screen shots and step-by-step instructions. SOP Documents will be provided in Microsoft Word. In terms of specific output, the following will be executed for this deliverable: $** die Do""*{ ' t' vnd 207#bm*): "'I Accela Responsibilities: • Deliver up to twelve (12) Standard Operating Procedure (SOP) Documents to reflect the medium complexity business processes defined in this SOW, that meet the specific requirements defined during the Analysis and Configuration Phase, and just prior to User Acceptance Testing Phase. Agency Responsibilities: • Provide timely and appropriate responses to Accela's request for information • Make available the appropriate Agency key users and content experts to participate in configuring the system and SOP Documents in an effort to learn about the system • Agency will be responsible for creating any remaining SOP Documents outside the scope of the 12 that Accela will develop Acceptance Criteria: • The SOP Documents meet the requirements for use as end-user guides for the 12 business processes defined in this SOW. DELIVERABLE 19: DAILY USER TRAINING This Deliverable includes the delivery, by Accela to Agency, of three instances of the Daily User Training course (One and half day class). Accela best practices have proven that class sizes no larger than 12 2011 Accela, Inc. Page 27 Statement of Work participants are more successful with students who meet the pre-requisites of the course. The Accela Trainer has the right to modify the class size to ensure successful instruction with Agency agreement. End User Training should be coupled with the Agency delivering supplementary user training to its staff using the core Use Cases documented in each System Configuration Document. Accela recommends that Agency adopt the "80/20 rule"for training, focusing the majority of their training on the 80% of what the Agency normally does operationally. The recommended supplementary training conducted by the Agency can utilize business experts from each area to train on all aspects of their configuration. Accela will deliver current training documentation in a format that can be used to customize the documentation. Documents delivered by Accela to the Agency will be valid for the release that the Agency is trained. Documents delivered by Accela may not be shared with any other agency or Company per the Non-Disclosure Agreement. In terms of specific output, the following will be executed for this deliverable: 'Two;ftw4ay pre-p live basic user(daily fix)trairvirg sessions(two*bale user course atone:ay for buic user remedial training)�rnax recommerWed cls size Is 12 T 0y 'c user(daily user)refresher coutses to accommodate all'"users post90 , Accela Responsibilities: • Coordinate with the Agency to define training schedule and logistics. • Provide three instances of Daily User Training. Agency Responsibilities: • Select and prepare the power-users who will be participating in the training and subsequently training end users. • Arrange the time and qualified people for the training who are critical to the project success. • Provide suitable Agency facilities to accommodate various training classes. • Ensure that users are proficient in using PC's in a Windows environment as a prerequisite for the course. • Ensure that users are familiar with use of standard Internet browsers as a prerequisite for the course. Acceptance Criteria: • Execution of three instances of the End User Training course to the Agency. DELIVERABLE 20: USER ACCEPTANCE TESTING (UAT) This deliverable is comprised of tasks, assistance and consultation, Accela will provide during UAT, to allow the Agency to accept that the configuration meets the Agency's requirements for a Work Order and Asset Management System (WOAMS) as defined by the deliverables specified in this SOW. Accela will assist the Agency in the testing and validation of the configuration and its readiness to be migrated to Production for 0 2011 Accela, Inc. Page 28 Statement of Work active use and will transfer the system configuration and any required data from Development to Test and from Test to Production. The testing effort will require a significant time investment by the Agency, and coordination of resources is critical. At this point in the implementation process, the Agency can further test individual components of functionality of the configuration (i.e., functional and/or unit testing), and can also test to ensure that the interrelated parts of the Accela Automation configuration are operating properly (i.e., integration testing). Accela and the Agency will work together to develop a User Acceptance Testing Plan. The plan will define procedures to guide the testing process, and include testing scenarios, cases, or scripts, and step-by-step instructions to carry-out each scenario. Accela will document a test case scenario for each business process during the Analysis phase of the implementation. The Agency will be responsible for validating this test case scenario as well as provide additional testing scenarios. Accela will be responsible for developing the high level step-by-step instructions for all test case scenarios. The detailed testing instructions will be supplemented by the SOP's developed during Deliverable 18. Accela will provide assistance to the Agency as needed by providing support and facilitating completion of UAT. Accela will address and rectify issues discovered during the UAT process as Agency staff executes testing activities. The Agency will be responsible for tracking and initially responding to UAT issues discovered by the participants as a first-pass for all issues. If there are issues that Accela needs to address, the Agency will log those issues into a Sharepoint issue tracking log. Accela will promptly resolve identified issues, and Agency will retest to verify issue resolution. During User Acceptance testing, the Agency should expect to spend thirty-two (32) hours per person utilizing Accela Automation to complete testing. An example would be 100 users at an agency would spend thirty-two hundred hours (3200) testing and accepting the system. If during this time the Agency does not dedicate adequate resources to user acceptance testing, Accela will be forced to assess the progress and potentially assign Accela resources to other projects until testing is properly executed by the Agency. Agency will be notified at least five (5) business days in advance of any reassignment of project personnel. In terms of specific output, the following will be executed for this deliverable: ➢ Delivery of a User Acceptance Testing (UAT) Plan. ➢ Resolution of configuration issues resulting from UAT. ➢ Fully-tested system that is ready move to a production environment. Accela Responsibilities: • Provide Accela's recommended Test Plan that includes testing strategies and best practices • Assist the Agency in the User Acceptance testing effort and the validation of the system configuration and its readiness to be migrated to Production for active use • With assistance from the Agency, lead the effort to transfer the system configuration and any required data from Test to Production • Assist the Agency in the final conversion of legacy data to the Production system • Resolve all issues logged into the Sharepoint Issue Tracking Log • Develop and provide the technical high level step-by-step instructions for each test case scenario that the Agency provides 0 2011 Accela, Inc. Page 29 Statement of Work • Assist the Agency in development of a User Acceptance Testing Plan • Provide timely and appropriate responses to the Agency's request for information. Agency Responsibilities: • Provide timely and appropriate responses to Accela's request for information • Make available the appropriate Agency key users and content experts to participate in user acceptance testing as defined and managed by Agency • Provide the scripts for each test case scenario the Agency would like to test • Review and approve User Acceptance Test(UAT) plan • Document test cases and complete testing of the configuration as defined in the User Acceptance Testing Plan. Acceptance Criteria: • Completion and acceptance of UAT and agency agreement to move to Stage 6, Deploy. STAGE 6 - DEPLOY DELIVERABLE 21: PRODUCTION AND GO-LIVE SUPPORT Production date is defined as the official date in which Accela Automation is moved into Production for daily Agency usage. This date will be agreed to by both Accela and the Agency at project inception. The weeks prior to the move to Production, and during go-live Accela will provide onsite resources for deployment support up to (160 hours). This is for the purpose of assisting in final data conversions, system validation, staff preparation assistance and training, and coordination of deployment. Accela Responsibilities: • Provide on-site resources to support the move to Production effort • Develop a Pre-Production checklist that details the critical tasks that must be accomplished prior to moving to Production, and submit to Agency for review and approval. • Provide onsite staff for go-live support • Provide timely and appropriate responses to the Agency's request for information. Agency Responsibilities: • Provide technical and functional user support for pre-and post- Production Planning, execution, and monitoring • Provide timely and appropriate responses to Accela's request for information • Assist in the development of a Pre-Production checklist that details the critical tasks that must be accomplished prior to moving to Production Acceptance Criteria: • Completion of deployment support prior to moving to Production • Production system is first used by the Agency for daily use. • Transfer to on-going support 2011 Accela, Inc. Page 30 Statement of Work EXPENSES All out-of-pocket travel and lodging expenses incurred by Accela resources in the performance of this Scope of Services will be reimbursed by Agency as incurred. Out-of-pocket travel and living expenses include but are not limited to all travel, airfare, transportation, telecommunication, lodging, parking, and meals. Travel time and expenses will be billed as incurred. Travel time will be billed at a rate of$140.00 per hour. ACCEPTANCE The Services contracted for in this SOW will be considered Accepted when all Deliverables defined in the Work Description Section have been accepted by Agency as defined for each Deliverable and as evidenced by execution of the corresponding Deliverable Acceptance Form as set forth in Appendix B to this Statement of Work, attached hereto. TERMS The pricing and terms of this proposal are valid until June 1, 2012. If this Statement of Work is accepted after the June 1, 2012 date all pricing and terms may not be valid. PROJECT RESOURCES AND LOCATION OF WORK WORK LOCATION Services contracted under this SOW may be performed remotely and/or at the Agency's on-site facilities as deemed appropriate and reasonable for the successful completion of the Services detailed herein. Agency will provide a desk or otherwise appropriate seating arrangement for onsite staff with connectivity to network. RESOURCES The WOAMS implementation is a significant and complex project for both the City of Fort Worth and Accela, Inc., heavily dependent on persistent and successful teamwork between both parties. The ultimate responsibility for the success of the overall project is jointly shared by the City's Project Sponsor and Accela's Project Executive.Agency and Accela resources and their functional descriptions are itemized below. AGENCY RESOURCES Agency must fill the appropriate roles with the appropriate personnel to work together with the Accela Engagement Team for these Services and that Agency will make available additional resources as needed for the Services to be successful. Agency roles can be filled by the same person. In addition, Agency will provide all necessary technical resources to make appropriate modifications within any Agency systems wishing to integrate with any Accela systems. These resources must be proficient in Agency coding/development environment and tools, to make the required changes to their software to enable integration and must be available during the timeframe of these Services. Agency roles include Sponsor, Project Manager, Technology Manager, and Business Lead(s)for each Division/dept being implemented, Super User trainers, and others as appropriate. 2011 Accela, Inc. Page 31 Statement of Work Agency Resources Description Responsibilities include: • Creating an environment that promotes project buy-in. • Driving the project through all levels of the agency. • High-level oversight throughout the duration of the project. Project Sponsor Responsibilities include: • Overall administration,coordination,communication, and decision-making associated with the implementation. • Planning,scheduling,coordinating and tracking the implementation with Accela and across departments within the agency. • Ensuring that the project team stays focused,tasks are completed on schedule,and that the project stays on track. • Develop and track UAT issues log • Ensure timely reviews and approvals of submittals Project Manager A user representative for each affected department must be appointed. These critical appointments may well determine the success of the implementation for their respective areas. Responsibilities include: • Attending requirements workshop sessions • Willing and able to gather data and make decisions about business processes • Assist in the creation of specifications for reports, interfaces &conversions • Review and test the system configuration • Participating in the implementation of the Accela Automation Division/Departmental solution Business Leads Responsibilities include: • Being trained on the Accela Automation system at a System Administration level. • Being fully engaged in the Business Analysis and system configuration activities. • Assist internal efforts towards the creation of reports, Division/Departmental interfaces&conversions. Subject Matter Expert • Assist in the review and testing of the system configuration. SME • Actively participate in the full implementation of the Accela 2011 Accela, Inc. Page 32 Statement of Work Automation solution. Responsibilities include: • Primary responsibility for the technical environment during the software implementation. • Ensure that servers,databases, network,desktops, printers, are available for system implementation and meet minimum standards • Work with Accela technical personnel during implementation • Maintain test and production databases • Perform day-to-day maintenance of the system and install maintenance releases • Act as the primary technical resource for troubleshooting problems • -Establish and maintain backup,archival,and other customary maintenance and housekeeping activities Technical Lead ACCELA RESOURCES Accela will assign key Professional Services resources for this engagement with Agency. These individuals are well versed in the Accela Automation application, and are well qualified to lead this effort. Accela's Project Manager shall assume full responsibility for the coordination of this team and its interaction with key Agency resources assigned to the effort Accela Resources Description Responsibilities include: The Project Executive oversees the project's progress/direction and works with the Project Manager to ensure efficiency,consistency and quality in delivery of Accela implementations. The Project Executive actively participates in a project director/executive role. The Project Executive will meet with Agency Executives monthly or upon request Project Executive throughout the duration of the project. The Accela Project Manager is responsible for the overall project management and works directly with the client throughout all aspects of Accela implementations:from the initial scoping, planning,staffing to delivery. The Project Manager undertakes the project administration tasks including: • Project plan management • Change order management • Issue log management and escalation • Status reporting Project Manager • Pro' t workspace management 2011 Accela, Inc. Page 33 Statement of Work • Resources management • Work plan management • Meetings management • Project review with Project Executive In addition,the Project Manager will actively participate in leading the System Configuration Analysis sessions and will be responsible for the creation of the System Configuration Document. The Senior Implementation Consultant assigned to the project will have major experience in the business process as well as the product functionality and is responsible for: • Business analysis activities: Mapping the clients business processes and requirements to the functionality of Accela's products and the creation of solution design • Leading system configuration activities • Providing training/mentoring to agency staff • Recommend industry best practices to agency to enhance Senior business processes Implementation • Guide agency on how best to configure the system based on Consultant past experiences and software expertise Implementation Consultant resources work mainly on: • The configuration of the system to match the System Configuration document Implementation • Build activities within the project,such as conversion data Consultant mapping,creation of report and interface specification Accela Technical Consultants are involved in all areas that require technical involvement such as: • Application installation and setup(Accela Automation, Accela GIS,Accela Wireless,and Accela Citizen Access) • Report definition and creation Technical • Event Manager Script definition and programming Consultant • Database Conversions and data mapping assistance Conducts Accela Training classes with assistance from Training Consultant Implementation consultants. 2011 Accela, Inc. Page 34 Statement of Work SIGNATURE Agency acknowledges that it has read this SOW, understands it and agrees to be bound by its terms and conditions. The parties agree that this Agreement cannot be altered, amended or modified, except in writing that is signed by an authorized representative of both parties. Accepted By: Fort Worth, TX Accepted By:Accela, Inc. / ` - Byy &--L : B : Print Name: Print Name: C&#,,o SFwur/s FERMAN60 C O&A Title: Title: ,gssf. fveacio/ Case/ �9ss/ 5errr/rry �4sslst-,a�r�- ajrY mAAiA6LE Date: �/2j�/ Date: SOW Version: /,5 SPT 27/ 2011 APPROVED TO FORM Am LEGALITY: Assis City Attorney Attested by: � �000 ��55pppAA(( p� ;P o%��rlr awm Marty Hendrix, ity Secreta �o �0 �f P�* �`�1 00000 OFFICIAL RECORD CITY SECRETARY FT WORTH, TX t 2011 Accela, Inc. Page 35 Statement of Work Appendix A ACCELA IMPLEMENTATION METHODOLOGY Accela will deliver its Services to the Agency by employing its Accela Implementation Methodology ("AIM"). AIM is a proven methodology that guides the project from inception to deployment, thereby increasing the chances of successfully implementing Accela software products. Project delivery through execution of the AIM Implementation Life Cycle is described below. (In the event of a conflict between AIM and the SOW, the SOW will take precedence) IMPLEMENTATION LIFE CYCLE AIM is a full lifecycle implementation methodology comprised of six primary project stages. Thorough execution of these six stages ensures that Accela customers receive high-quality services throughout the project engagement. Figure 1 -Accela Implementation Methodology(AIM) Develop Solution and Customizations IL r (3 INITIATION �, QDANALYSIS `, Q DEPLOY Review Goals and Analyze and Design Fest, Train and Go Live and Post Plan Project Solution Configure System Prepare for Go Live Production Support As illustrated in the figure above, the stages of project delivery flow in linear direction, although many tasks run in parallel as appropriate to avoid unnecessary project delays. Each stage has pre-defined objectives, tasks and associated deliverables. Depending on the exact scope of the project, a full complement or subset of all available deliverables will be delivered through the services defined for the project. Employing AIM's deliverables-based approach ensures that Accela and the Agency understand the composition and 'downstream' impact of each project deliverable to ensure the project is delivered with quality and in a timely manner. INITIATION Initiation represents the first stage in the AIM lifecycle. During the Initiation stage, project contracts and the SOW are finalized, project scope and objectives are reviewed; and project planning activities and deliverables are completed. In terms of specific deliverables, common output from the Initiation Phase is as follows: ■ Statement of Work ■ Project Charter 2011 Accela, Inc. Page 36 Statement of Work ■ Baseline Project Plan ■ Project Status Report Template ■ Project Initiation Meeting and Product Demonstration ANALYSIS Analysis is the second stage in the AIM life cycle. During the Analysis stage, Accela reviews documentation, interviews agency staff, and conducts workshop sessions to understand the As-Is business processes in scope, as well as the To-Be vision of the Agency that can be executed with the help of Accela Automation. It is during this Phase that Accela gains a deeper understanding of Agency processes and business rules; simultaneously, the Agency begins to gain a deeper understanding of AIM and Accela Automation capabilities. A key output of this Phase is the Software Configuration Document(s), which serves as the 'blueprint' for configuration of Accela Automation to support germane elements of the Agency To-Be vision. Augmenting the System Configuration Document(s) are all other configuration specifications related to data conversion, interfaces, reports, and event scripts. In terms of specific deliverables, common output from the Analysis Phase is as follows: ■ Software Configuration Document(s) CONFIGURATION Configuration is the third stage in the AIM life cycle, and it begins at the same time as the 3rd stage Build, but ends after the Build stage is complete. During the Configuration stage, Accela Automation will be configured to match the configuration agreed to in the Analysis stage. Core to this effort is the configuration of the Record (Case, Application, or Permit) types that were agreed to during the Analysis phase. In terms of specific deliverables, common output from the Configuration Phase is as follows: ■ Configuration of in-scope Record types, comprised of: ■ User-defined fields (Application-Specific Information and Task-Specific Information) ■ Workflows and statuses ■ Fee structures and rules ■ Inspection data BUILD Build serves as the fourth stage in the AIM life cycle, and execution of this stage overlaps with the third stage, Configuration, but ends before Configuration is complete. During the Build stage all defined elements during the Analysis stage beyond the core configuration will be implemented. This includes conversions, event scripts, interfaces and reports. In terms of specific deliverables, common output from the Build Phase is as follows: ■ Event Script Development ■ Report Specifications and Development ■ Data Conversion Specifications and Development 2011 Accela, Inc. Page 37 Statement of Work ■ Interface Specifications and Development READINESS Readiness is the fifth stage in the AIM life cycle. During the Readiness stage Accela Automation is fully tested, errors are identified and corrected, and the software is prepared for deployment. In addition, system administrators and end users are trained so that all appropriate agency staff members are prepared to use and maintain the software once the move to Production occurs. In terms of specific deliverables, common output from the Readiness Phase is as follows: ■ User Acceptance Testing ■ End-User Training DEPLOY Deploy is the sixth and final stage in the AIM life cycle. During the Deploy stage the applications are moved to Production; all requisite Pre Production activities are identified, tracked and completed, and Post-Production analysis and review is completed. Upon the move to Production, the Accela Automation applications are transitioned to the Customer Resource Center(CRC)for ongoing support. A formal transition will occur between the Services team and the CRC that instructs the agency on available communication channels, (telephone, email, online tracking system) and use of the Accela knowledge base. Lastly, all documented issues or enhancement requests will be transitioned from the Services team to the Customer Resource Center. In terms of specific deliverables, common output from the Deploy Phase is as follows: ■ Pre-Production Checklist Development, Tracking and Execution ■ Move to Production ■ Post Production Analysis ■ Formal Transition to the CRC for Ongoing Support 2011 Accela, Inc. Page 38 Statement of Work Appendix B DELIVERABLES ACCEPTANCE FORM Please acknowledge acceptance in one of two ways: 1. Sign and fax the document to Accela Accounting Department, Attention Billing: 925-659-3281, or 2. Email the document as an attachment to billing@accela,com stating "accepted" in the subject line or body of the email message. Accela Acceptance #: Date: Project Name/Code: Contract/Agreement Name/Number/Date: Accela Manager: Agency agrees that Accela has successfully completed the following Deliverables/Milestones: Deliverable/Milestone Item Name/# Source/Reference Details Amounts Billable Agency agrees that Accela has successfully completed the Deliverables/Milestones described above and therefore agrees to pay all invoices in connection with the acceptance of the(se) Deliverables/Milestones in accordance with the terms of the related Contract/Agreement. APPROVALS: Agency Name: Signature Title Date 2011 Accela, Inc. Page 39 Statement of Work ATTACHMENT STANDARD ACCELA REPORTS Re rt Name Description Parameters Address Activity Details of applications associated with the specified address, Address, Primary Address Only?, for the specified module(s). Module(s) Assessor Report Details(include valuation)of applications filed or issued during Application Type, Date Range,Filter specified date range. User can filter by file date or by workflow By,Workflow Task&Status task/date.Grouped by application type/subtype. Building Permit-HTML Building Permit showing application details(e.g.,job address, Application Number owner,applicant,contractor,valuation,fees,etc.)and customizable legal declaration. Legal declaration may be supplied by agency. In HTML format&accessed from Permit tab only. C404 C404 report to U.S.Census Bureau. Provides data required for Application Type,Workflow Task& the following C404 form sections:(3)New Residential Status, Status Date Buildings,(4)Additions,Alterations&Renovations to Existing Structures,(5)Construction over$500,000 Certificate of Occupancy Certificate of Occupancy,showing permit#,owner name and Application Number address,and property address. Fee Payment by Account Details of payments and refunds applied during the specified Payment Date Range date range. Grouped by account number. Fee Payment by Payment summaries for applications filed during the specified File Date Range,Application Type Application date range and for the specified application type(optional). Inspection Activity Details of scheduled and completed inspections for the Inspection Date, Inspector, specified date range,inspector(optional)and application type Application Type (optional). Grouped by Inspector and date. Inspection Count Count of inspections during the specified date range,both by Inspection Date,Scheduled or Inspector and by Inspection Type. User can specify scheduled Completed Inspections, Show inspections,completed inspections,or both. User can choose Inspector-Inspection Details?, Count to show counts by C404 code. by C404 Code? Inspection Request List Details of scheduled inspections for the specified date, Inspection Date, Inspector, inspector,or application number. Inspections are grouped by Application Number,Sort By inspector,then application number. Inspection Result List Details of inspections for which a result has been assigned,for Inspection Date Range, Inspector, the specified date,inspector,or application number. Application Number, Sort By Inspections are grouped by inspector,then application number. Monthly Permit Summary Details of applications filed during the specified date range and File Date Range,Application Type for the specified application type(optional). Permit Permit showing details including job address,work description, Application Number parcel number,owner,contractor, and fees. 2011 Accela, Inc. Page 40 Statement of Work ATTACHMENT B OPTIONAL DELIVERABLES The following deliverables are provided for informational purposes only and may be provided upon the execution of a change order between the parties within 12 months of the execution of this SOW. The prices and description of the deliverables provided in this Attachment B are estimates only and may be modified at any time at the sole discretion of Accela, Inc. The estimated prices are for service deliverables only and do not include software, software maintenance or travel expenses. NO OPTIONAL SERVICES TO DEFINE AT THIS TIME Payment Description Services Optional J 2011 Accela, Inc. Page 41 EXHIBIT B STATEMENT OF WORK PAYMENT SCHEDULE I xhihrt/Attachment Accela. Inc /City of Fort Worth. 1/PW Department.Storm Water Management Division Work Order and Asset Management Software and Implementation Services Agreement Exhibit B Payment Terms and Conditions 1. The total cost of the software and services provided by Accela for this contract is$512,751.00. This is a firm, fixed price that is inclusive of all travel and travel related expenses. Table 1, Payment Schedule, to this exhibit establishes the deliverables, milestones, amounts for retainage and associated payments and payment schedules. The dates represented in the table are Accela's best estimate given the data it currently has. A more precise schedule will be developed working with the client during Project Initiations. 2. Accela will bill for a deliverable only after the Agency has confirmed that the deliverable has been successfully delivered. Successful delivery will be verified by accomplishing the Deliverables Acceptance Form found in the Statement of Work, Appendix B, for this contract. Accela will bill the City no more frequently than monthly for any service or deliverable and will consolidate all valid billing for any given period into one invoice. 3. All out-of-pocket travel, lodging and other travel related expenses incurred by Accela resources for work not included in the scope of this Statement of Work but requested by the Agency will be reimbursed by the Agency. Out-of-pocket travel and living expenses include, but are not limited to airfare, transportation, telecommunications, lodging, parking and meals. Travel time will be billed at a rate of$140 per hour. Accela will submit bills for these expenses monthly. 4. The cost for each Professional Service deliverable listed in Table 1 is an estimate based on the projected number of hours anticipated to complete that deliverable. Accela will track actual hours required to successfully complete the deliverable, and if all the projected hours for that deliverable are not required, Agency may use those "excess" hours toward other deliverables which require more than projected hours to minimize the occurrences of cost over runs. 5. 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U3 U3 U3 U3 U> U> U3 U> Uf U3 U> U> U> M O O O O O O O O O O O O O O O O O O O O O O O O O O N p to O to O O O O O O O O O O O O O O O O O O O O O O O C p y N co N co O O O O O O O O O O O O O O O O O O O O O O p u 00 m N N m (D m O O O 00 O O w O in to V' (D V' O w p ^O C N (D m 00 to m N N N N N 00 M 00 O O 00 m N to O 131 N 00 (n (•7 Ei O w .S7 G O W C y O O U y A c 0 0 0 O 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 •S N N N N N N N N N N N N N N N N N N N N N N N N N N N O O O o 0 0 a M MM M M N N N N N N N N N N N N N N N N N N N N N N v m m m m co co co v v v N V' M M M (D co to to iz: fzz fz O so W y m O u 7 LRV O Ccl C O c � U oCUPc iA 0 a c m c 0 > 2 m m y "E w CO J 4CP , Uo E N o v m d U `6 m 0 0 m a c ro v r� c ra m p m m c o m o o c < a .a o m c $ W d Q w o m > Q c � to U < 0- Ir P p to co a U EXHIBIT C NETWORK ACCESS AGREEMENT This NETWORK ACCESS AGREEMENT ("Agreement") is made and entered into by and between the CITY OF FORT WORTH ("City"), a home rule municipal corporation with its principal location at 1000 Throckmorton Street, Fort Worth, Texas 76102 , organized under the laws of the State of Texas and situated in portions of Tarrant, Denton and Wise Counties, Texas, and Accela, Inc., with its principal location at 2633 Camino Ramon, Suite 120, San Ramon, California 94583. ("Contractor") 1. The Network. The City owns and operates a computing environment and network (collectively the "Network"). Contractor wishes to access the City's network in order to provide Work Order and Asset Management services. In order to provide the necessary support, Contractor needs access to CFW network, internet and intranet. Contractor will also need VPN account and remote access to the CFW network. 2. Grant of Limited Access. Contractor is hereby granted a limited right of access to the City's Network for the sole purpose of providing Work Order and Asset Management services. Such access is granted subject to the terms and conditions set 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 Contractor with Network Credentials consisting of user IDs and passwords unique to each individual requiring network access on behalf of the Contractor. Access rights will automatically expire one (1) year from the date of this Agreement. If this access is being granted for purposes of completing services for the City pursuant to a separate contract, then this Agreement will expire at the completion of the contracted services, or upon termination of the contracted services, whichever occurs first. This Agreement will be associated with the Services designated below. ❑ Services are being provided in accordance with City Secretary Contract No. ❑ Services are being provided in accordance with Purchase Order No. ® Services are being provided in accordance with the Agreement to which this Access Agreement is attached ❑ No Services are being provided pursuant to this Agreement 4. Renewal. At the end of the first year and each year thereafter, this Agreement may be renewed annually if the following conditions are met: 4.1 Contracted services have not been completed. I xhibit/Attachment Accela_ Inc /Cit)of Fort Worth_JIM Department,Storm Water Management Division Work Order and Asset Management Soft"are and Implementation Services Agreement 4.2 Contracted services have not been terminated. 4.3 Within the thirty (30) days prior to the scheduled annual expiration of this Agreement, the Contractor 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, Contractor shall provide the City with a current list of its officers, agents, servants, employees or representatives requiring Network credentials on an annual basis. Failure to adhere to this requirement may result in denial of access to the Network and/or termination of this Agreement. 5. Network Restrictions. Contractor officers, agents, servants, employees or representatives may not share the City-assigned user IDs and passwords. Contractor acknowledges, agrees and hereby gives its authorization to the City to monitor Contractor's use of the City's Network in order to ensure Contractor's compliance with this agreement. A breach by Contractor, its officers, agents, servants, employees or representatives of this agreement and any other written instructions or guidelines that the City provides to Contractor pursuant to this agreement shall be grounds for the City to immediately deny Contractor access to the Network and Contractor's data, terminate the Agreement, and pursue any other remedies that the City may have under this Agreement or at law or in equity. 5.1 Notice to Contractor Personnel — For purposes of this section, Contractor Personnel shall include all officers, agents, servants, employees, or representatives of Contractor. Contractor shall be responsible for specifically notifying all Contractor 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: (a) Contractor shall be responsible for any City-owned equipment assigned to Contractor Personnel, and will immediately report the loss or theft of such equipment to the City (b) Contractor, and/or Contractor Personnel, shall be prohibited from connecting personally-owned computer equipment to the City's Network (c) Contractor 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 (d) Contractor Personnel shall not engage in prohibited or inappropriate use of Electronic Communications Resources as described in the City's Administrative Regulation D7 (e) Any document created by Contractor Personnel in accordance with this Agreement is considered the property of the City and is subject to applicable state regulations regarding public information (f) Contractor 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 (g) All network activity may be monitored for any reason deemed necessary by the City Fxhibit/Attachment Accela. Inc./City of Fort Worth,T/PW Department,Storm Water Management Division Work Order and Asset Management Software and Implementation Services Agreement (h) A Network user ID may be deactivated when the responsibilities of the Contractor Personnel no longer require Network access 6. Termination. In addition to the other rights of termination set forth herein, the City may terminate this Agreement at any time for any reason with or without notice, and without penalty to the City. Upon termination of this Agreement, Contractor agrees to remove entirely any client or communications software provided by the City from all computing equipment used and owned by the Contractor, its officers, agents, servants, employees or representatives to access the City's Network. 7. Information Security. Contractor 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. Contractor agrees to notify the City immediately upon discovery of a breach or threat of a breach which could compromise the integrity of the City's Network, including but not limited to, theft of Contractor-owned equipment that contains City-provided access software, termination or resignation of officers, agents, servants, employees or representatives with access to City-provided Network credentials, and unauthorized use or sharing of Network credentials. 8. LIABILITY AND INDEMNIFICATION. CONTRACTOR SHALL BE LIABLE AND RESPONSIBLE FOR ALL DAMAGES THAT THE CITY MAY INCUR DIRECTLY OR INDIRECTLY ON ACCOUNT OF ANY BREACH OF THIS AGREEMENT BY CONTRACTOR, ITS OFFICERS, AGENTS, SERVANTS, OR EMPLOYEES. THE CITY, ITS OFFICERS, AGENTS, SERVANTS, AND EMPLOYEES SHALL NOT BE LIABLE FOR ANY DAMAGES THAT CONTRACTOR MAY INCUR AS A RESULT OF THE CITY'S DENIAL OF ACCESS TO CONTRACTOR'S DATA ON ACCOUNT OF ANY BREACH OF THEIS AGREEMENT BY CONTRACTOR ITS OFFICERS, AGENTS, SERVANTS, OR EMPLOYEES OR FOR ANY REASONABLE SECURITY MEASURES TAKEN BY THE CITY. IN ADDITION, CONTRACTOR SHALL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL INJURY, INCLUDING DEATH, AND ALL CLAIMS, DEMANDS AND JUDGMENTS THEREFORE, TO THE EXTENT CAUSED BY THE NEGLIGENT ACT(S) OR OMMISSION(S) OR INTENTIONAL MISCONDUCT OF CONTRACTOR ITS OFFICERS, AGENTS, SERVANTS, OR EMPLOYEES. CONTRACTOR, AT CONTRACTOR'S OWN COST OR EXPENSE, HEREBY AGREES TO INDEMNIFY, DEFEND AND HOLD HARMLESS THE CITY, ITS OFFICERS, AGENTS, SERVANTS, AND/OR EMPLOYEES FROM AND AGAINST ANY CLAIM, LAWSUIT, DEMAND OR OTHER ACTION TO THE EXTENT THAT THE SAME ARISES FROM THE NEGLIGENT ACT(S) OR OMMISSION(S) OR INTEMTIONAL IMSCONDUCT OF CONTRACTOR ITS OFFICERS, AGENTS, SERVANTS, OR EMPLOYEES. 9. Confidential Information. Contractor, for itself and its officers, agents, servants, employees and representatives, agrees that it shall treat all information provided to it by the City as confidential and shall not disclose any such information to a third party without the prior written approval of the City. Contractor further agrees that it shall store and maintain City Information in a secure manner and shall not allow unauthorized users to access, modify, delete or otherwise corrupt City Information in any way. Contractor shall notify the City immediately if the security or integrity of any City Information has been compromised or is believed to have been compromised. F\hibit/Attachment Accela,Inc /Cit}of Fort Worth,I/PW Department.Storm Water Management Division Work Order and Asset Management Software and Implementation Services Agreement 10. Right to Audit. Contractor agrees that the City shall, during the initial term, any renewal terms, and until the expiration of three (3) years after termination of this contract, have access to and the right to examine at reasonable times any directly pertinent books, data, documents, papers and records, both hard copy and electronic, of the Contractor involving transactions relating to this Agreement. Contractor agrees that the City shall have access during normal working hours to all necessary Contractor facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this section. The City shall Contractor reasonable advance notice of intended audits. Contractor further agrees to include in all its subcontractor agreements hereunder a provision to the effect that the subcontractor agrees that the City shall, during the initial term, any renewal terms, and until the expiration of three (3) years after termination of this contract, have access to and the right to examine at reasonable times any directly pertinent books, data, documents, papers and records, both hard copy and electronic, of the Contractor involving transactions related to the subcontract, and further that the City shall have access during normal working hours to all necessary subcontractor facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this paragraph. The City shall subcontractor reasonable advance notice of intended audits. 11. Agreement Cumulative. This Agreement is cumulative of and in addition to any written contracts, agreements, understandings or acknowledgments with the City signed by the Contractor. This agreement and any other documents incorporated herein by reference constitute the entire understanding and Agreement between the City and Contractor as to the matters contained herein regarding Contractor's access to and use of the City's Network. 12. Amendments. The terms of this Agreement shall not be waived, altered, modified, supplemented, or amended in any manner except by written instrument signed by an authorized representative of both the City and Contractor. 13. Assignment. Contractor may not assign or in any way transfer any of its interest in the Agreement. Any attempted assignment or transfer of all or part of the agreement shall be null and void. 14. Severability. If any provision of this agreement is held to be invalid, illegal or unenforceable, the validity, legality or enforceability of the remaining provisions shall not in any way be affected or impaired. 15. Force Majeure. Each party shall exercise its best efforts to meet its respective duties and obligations as set forth in this Agreement, but shall not be held liable for any delay or omission in performance due to force majeure or other causes beyond their reasonable control (force majeure), including, but not limited to, compliance with any government law, ordinance or regulation, acts of God, acts of the public enemy, fires, strikes, lockouts, natural disasters, wars, riots, material or labor restrictions by any government authority, transportation problems and/or any similar causes. 16. Governing Law/Venue. This agreement shall be construed in accordance with the laws of the State of Texas. If any action, whether real or asserted, at law or at equity, is brought Exhibit/Attachment Accela,Inc /Cite of Fort Worth,T/PW Department,Storm Water Management Division Work Order and Asset Management Software and Implementation Services Agreement on the basis of the Agreement, venue for such action shall lie in the state courts located in Tarrant County, Texas, or the United States District Court for the Northern District or Texas, Fort Worth Division. 17. Signature Authority. By affixing a signature below, the person signing this Agreement hereby warrants that he/she has the legal authority to bind the respective party to the terms and conditions in this agreement and to execute this Agreement on behalf of the respective party, and that such binding authority has been granted by proper order, resolution, ordinance or other authorization of the entity. The other party is fully entitled to relay on this warranty and representation in entering into this agreement. ACCEPTED AND AGREED: CITY OF FORT WORTH ACCELA, INC.at-A By: .o�� By: Fernando Costa Colin Samuels Assistant City M n er Assistant General Counsel Date: �� / Date: _ :kp&mbey, ,?Z ao// ATTEST: ATTEST: By: By: Marty Hendrix �d.��v�q Name City Secretary pAa �ia,q'�► Title Y.A. RVOWIeJ"'cr>>' '00 0 U0 000 APPROVED AS TO FORM AN� x�¢ 4 O a e '°+�� 000*�Ff °O000000Ay Maleshia FXZY armer jr �o� Assistant City Attorney OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Exhibit/Attachment Accela. Inc /Cit}of Fort Worth.T/PW Department.Storm Water Management Division Work Order and Asset Management Soft"are and Implementation Services Agreement EXHIBIT D VERIFICATION OF SIGNATURE AUTHORITY Name of Company: Accela, Inc. Legal Address: 2633 Camino Ranch, Suite 120, Bishop Ranch 3, San Ramon California, 94583 Services to be provided: Work Order and Asset Management Software Implementation Services Execution of this Signature Verification Form ("Form") hereby certifies that the following individuals and/or positions have the authority to legally bind the Company and to execute any agreement, amendment or change order on behalf of Company. Such binding authority has been granted by proper order, resolution, ordinance or other authorization of Company. The City is fully entitled to rely on the warranty and representation set forth in this Form in entering into any agreement or amendment with Company. Company will submit an updated Form within ten (10) business days if there are any changes to the signatory authority. The City is entitled to rely on any current executed Form until it receives a revised Form that has been properly executed by the Company. 1. Name: eo/in Sgmac/s Posit' n: Asst. be crc/Coins% /9551`• St�crc%iy Signature 2. Name: 7&MOn Z). Munoz Position: v.R ocv�c�cvlt- Signatu e 3. Name: Oaf Nelcll Position: v . ,Pc�a�ccr Signatur`4 i Name: Trf/icy C'. Tung Signature kf PFesident iO Other Title: a aver OFFICIAL RECORD Date: 4Q1e r,bcu- Z7,. ,Zoll CITY sECRETARY I -T WC'F:T�. TX I xhihit/Attachment Accela. Inc-/Citc of'Fort worth,'1/1)" Department_Sturm eater Mana_ement Di%ision Work Order and Asset Management Software and Implementation Scr%ices Agreement ATTACHMENT A - LICENSE AGREEMENT 1. Parties ACCELA CUSTOMER Accela, Inc. City of Fort Worth, Texas 2633 Camino Ramon, Suite 120 1000 Throckmorton Street San Ramon, California 94583 Fort Worth, TX 76102 This License Agreement ("LA") 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 LA is effective as of the date of Customer's signature ("Effective Date") and will continue until terminated as provided herein. 2.2 Termination Either party may terminate if the other party materially breaches this LA 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 LA, all rights granted to Customer are cancelled and revert to Accela. Notwithstanding the foregoing, Customer shall have the right to terminate this Agreement for convenience upon sixty (60) days written notice to Accela. In addition, Customer shall have the right to terminate this Agreement if insufficient funds are appropriated to satisfy Customer's financial obligations under this Agreement. Such termination for non-appropriation of funds shall be effective on the last day of Customer's fiscal year for which funds have been appropriated, at no penalty to Customer. 3. Intellectual Property License 3.1 License The software products ("Software") listed in Exhibit A-1 are protected under the laws of the United States and the individual states and by international treaty.provisions. Accela retains full ownership in the Software and grants to Customer a limited, nonexclusive, nontransferable license to use the Software, subject to the following terms and conditions: 3.1.1 The Software is provided for use only by Customer employees. 3.1.2 The Software will be delivered or made available to Customer for electronic download from Accela's File Transfer Protocol ("FTP") site. 3.1.3 The Software may be installed on one or more computers but may not be used by more than the number of users for which the Customer has named user licenses. The Software is deemed to be in use when it is loaded into memory in a computer, regardless of whether a user is actively working with the Software. Accela may audit Customer's use of the Software to ensure that Customer has paid for an appropriate number of licenses. Should the results of any such audit indicate that Customer's use of the Software Exhibit/Attachment Accela,Inc /C aN of Fort Worth,T/F'W Department.Storm Water Management Division Work Order and Asset Management Software and Implementation Services Agreement exceeds its licensed allowance, Customer agrees to pay all costs of its overuse as determined using Accela's then-current pricing; any such assessed costs will be due and payable by Customer within thirty (30) days of the assessment. Customer agrees that Accela's assessment of overuse costs pursuant to this Subsection is not a waiver by Accela of any other remedies available to Accela in law and equity for Customer's unlicensed use of the Software. 3.1.4 Customer may make backup copies of the Software only to protect against destruction of the Software. Customer may copy Accela's documentation only for internal use by Customer's employees. 3.1.5 Customer may not make any form of derivative work from the Software, although Customer is permitted to develop additional or alternative functionality for the Software using tools and/or techniques licensed to Customer by Accela. 3.1.6 Customer may not obscure, alter, or remove any confidentiality or proprietary rights notices. 3.1.7 Customer is liable to Accela for any losses incurred as the result of unauthorized reproduction or distribution of the Software which occur while the Software is in Customer's possession or control, unless such reproduction or distribution is due to circumstances reasonably beyond Customer's control. 3.1.8 Customer may use the Software only to process transactions relating to properties within the extraterritorial jurisdiction of the City of Fort Worth and may not sell, rent, assign, sublicense, lend, or share any of its rights under this LA. 3.1.9 Customer is entitled to receive the Software compiled (object) code and is licensed to use any data code produced through implementation and/or normal operation of the Software; Customer is not entitled to receive source code for the Software except pursuant to an Intellectual Property Escrow Agreement, which may be executed separately by the Parties. Customer may not decompile or reverse-engineer the Software. 3.1.10 All rights not expressly granted to Customer are retained by Accela. 3.2 License Warranties 3.2.1 Accela warrants that it has full power and authority to grant this license and that, as of the effective date of this LA, the Software does not infringe on any existing intellectual property rights of any third party. If a third party claims that the Software does infringe, Accela may, at its sole option, secure for Customer the right to continue using the Software or modify the Software so that it does not infringe. Accela will have the sole right to conduct the defense of any legal action and all negotiations for its settlement or compromise. Fxhihit/Attachment Accela_Inc /City of Fort Worth.7/PW Department,Storm Water Management Division Work Order and Asset Management Software and Implementation Services Agreement 3.2.2 Accela has no obligation for any claim based upon a modified version of the Software or the combination or operation of the Software with any product, data, or apparatus not provided by Accela. Accela provides no warranty whatsoever for any third-party hardware or software products. 3.2.3 Except as expressly set forth herein, Accela disclaims any and all express and implied warranties, including but not necessarily limited to warranties of merchantability and fitness for a particular purpose. 3.3 Compensation 3.3.1 License Fees In exchange for the Software described hereinabove, Customer will pay to Accela the amounts indicated in Exhibit A-1. 3.3.2 Payment Terms Amounts are quoted in United States dollars and do not include applicable taxes, if any. Customer will be responsible for payment of all federal, state or provincial, and local taxes and duties, except those based on Accela's income. If Customer is exempt from certain taxes, Customer will provide Accela with an appropriate certificate of exemption. Customer will be invoiced for all amounts upon occurrence of the billing events described in Exhibit A-1. The payment terms of all invoices are net thirty (30) calendar days from the dates of the invoices. Accela may, at its sole discretion, suspend its obligations hereunder without penalty until payments for all past- due billings have been paid in full by Customer. 4. Confidentiality 4.1 Definitions "Disclosing Party" and "Recipient" refer respectively to the party which discloses information and the party to which information is disclosed in a given exchange. Either Accela or Customer may be deemed Disclosing Party or Recipient depending on the circumstances of a particular communication or transfer of information. "Confidential Information" means all disclosed information relating in whole or in part to non-public data, proprietary data compilations, computer source codes, compiled or object codes, scripted programming statements, byte codes, or data codes, entity-relation or workflow diagrams, financial records or information, client records or information, organizational or personnel information, business plans, or works-in-progress, even where such works, when completed, would not necessarily comprise Confidential Information. The foregoing listing is not intended by the Parties to be comprehensive, and any information which Disclosing Party marks or otherwise designates as "Confidential" or "Proprietary" will be deemed and treated as Confidential Information. Information which qualifies as "Confidential Information" may be presented to Recipient in oral, written, graphic, and/or machine- readable formats. Regardless of presentation format, such information will be deemed and treated as Confidential Information. Notwithstanding, the following specific classes of information are not "Confidential Information" within the meaning of this Section: a) information which is in Recipient's possession prior to disclosure by Disclosing Party; Ixhibit/Attachment Accela.Inc /City of Fort Worth, UI w Department.Storm Water Management Division Work Order and Asset Management Software and Implementation Seryices Agreement b) information which is available to Recipient from a third party without violation of this LA 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 LA ("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 LA, including the term of any amendment hereto, Accela may publicly disclose its ongoing business relationship with Customer. Such disclosures may indicate Customer's identity and the Accela product(s) and services provided or contracted to be provided to Customer. These disclosures may include press releases or other communications to media, display on Accela web sites, or use in other marketing activities, but will not include non-public information or indicate Customer's express endorsement of Accela's products or services without Customer's prior written authorization. 5. Other Terms and Conditions 5.1 Removal and Destruction of Software Within ten (10) business days following termination of this LA by either Party, Customer will remove all copies of the Software from those computer systems which it owns or controls and will destroy all media which contain copies of the Software or portions thereof. Customer will certify said removal and destruction to Accela within fifteen (15) business days following termination of this LA. 5.2 Assignment Accela may assign its rights and obligations hereunder for purposes of financing or pursuant to corporate transactions involving the sale of all or substantially all of its stock or assets. Accela will provide advance written notice of any such assignment to Customer thirty (30) calendar days prior to such assignment. f.yhihit/Attachment Accela. Inc /Oty of fort Worth,1/PW Department_Storm Water Management Division Work Order and Asset Management Software and Implementation Services Agreement 5.3 Survival The following provisions will survive the termination or expiration of this LA: Section 3.3 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. 5.4 Alternate Terms Disclaimed The parties expressly disclaim any alternate terms and conditions accompanying drafts and/or purchase orders issued by Customer. 5.5 Severability and Amendment If any particular provision of this LA is determined to be invalid or unenforceable, that determination will not affect the other provisions of this LA, which will be construed in all respects as if the invalid or unenforceable provision were omitted. No extension, modification, or amendment of this LA will be effective unless it is described in writing and signed by the Parties. 5.6 Applicable Law / Dispute Resolution This Agreement shall be governed by the laws of the state of Texas. Venue for any action arising hereunder shall be in the state or district courts of Tarrant County, Texas. Any disputes arising under this Agreement shall be governed by Section 29 of the Professional Services Agreement to which this LA is attached. Attachment A-1 Follows. END OF DOCUMENT FAhibit/Attachment Accela.Inc /Cite of Fort Worth I/PWDepartment.Storm Water Management Division Work Order and Asset Management Software and Implementation Services Agreement ATTACHMENT A-1 LICENSE PAYMENT SCHEDULE Deliverables Quantity Fees Accela Automationu Asset Management Server License 1 $54,995.00 Includes 5 Named User Licenses Accela Automation Asset Management Additional Named User 20 $43,980.00 Licenses 4 User Packs Accela Mobile Office TM Server License (Includes 5 Named 1 $49,995.00 User Licenses ' Accela Mobile Office Additional Named User Licenses (1 User 5 $10,995.00 Pack Accela GISTM Server License (Includes 5 Named User 1 $10,995.00 Licenses Accela GIS Additional Named User Licenses 4 User Packs 20 $13,180.00 30% Customer Discount N/A $55,242.00 Total of $128,898.00 Fees License Fees are fixed-price deliverables for which full payment is due upon signing. END OF DOCUMENT I chibit/Attachment Accela. Inc /('itV of Fort Worth,1/pW Department.Storm Water Management Division Work Order and Asset Management Soft" and Implementation Services Agreement ATTACHMENT B- MAINTENANCE AGREEMENT 1. Parties ACCELA CUSTOMER Accela, Inc. City of Fort Worth, Texas 2633 Camino Ramon, Suite 120 1000 Throckmorton Street San Ramon, California 94583 Fort Worth, Texas 76102 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 date of Customer's signature and will continue for a period of five (5) years. Customer may elect to continue its maintenance coverage for additional annual terms by paying to Accela the fees associated with such terms when these are due; said fees will be calculated as twenty percent (20%) of the then-current list license fees. 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. Notwithstanding the foregoing, Customer shall have the right to terminate this Agreement for convenience upon sixty (60) days written notice to Accela. In addition, Customer shall have the right to terminate this Agreement if insufficient funds are appropriated to satisfy Customer's financial obligations under this Agreement. Such termination for non-appropriation of funds shall be effective on the last day of Customer's fiscal year for which funds have been appropriated, at no penalty to Customer. 3. Scope of Maintenance 3.1 Maintenance Services 3.1.1 Telephone Support Accela will provide Customer with a telephone number to contact the Customer Resource Center (CRC), Accela's live technical support facility, which is available from 4:00 a.m. until 6:00 p.m. Pacific time Monday through Friday, excluding Accela's observed holidays, a list of which shall be provided to Customer upon request. 3.1.2 E-Mail Support Accela will provide Customer with one or more electronic mail addresses to which Customer may submit routine or non-critical support requests, which Accela will address during its regular business hours. Accela shall respond to all email support requests within one (1) business day of such request. 3.1.3 Online Support Accela will provide Customer with access to archived software updates and other technical information in Accela's online support databases, which are continuously available. Attachnunt 13 Accela.Inc /City of Flirt Worth,T/PVv I)epartment.Storni Water Management Dmsion Work Order and Asset Management Soffi%are and Implementation Scr�ices Agreement Page 1 of 6 3.1.4 Remote Support When required to properly resolve a maintenance request, Accela will provide remote assistance to Customer via the WebExTM Meeting CenterTm environment or another mutually-acceptable remote communications method. 3.1.5 On-Site Support If Customer does not wish for Accela to resolve its maintenance requests remotely, Accela will provide on-site assistance to Customer at Accela's then-current time- and-materials rates. In addition to these charges, Customer will compensate Accela for associated airfare, lodging, rental transportation, meals, and other incidental expenses as such expenses accrue. 3.1.6 Software Updates Accela will provide revisions of and enhancements to maintained software products to Customer as such updates are generally-released by Accela. Accela hereby warrants that it shall have the right to provide such software updates to Customer and that no such updates will infringe on third party proprietary rights or rights in intellectual property. Such updates shall be provided subject to the non-infringement warranty in Paragraph 8 of the Agreement. Software updates will be delivered or made available to Customer for electronic download from Accela's File Transfer Protocol("FTP")site. 3.2 Maintenance Limitations 3.2.1 Limitations Generally The following are not covered by this MA, but may be separately available at rates and on terms which may vary from those described herein: a) Services required due to misuse of the Accela-maintained software products; b) Services required due to software corrections, customizations, or modifications not developed or authorized by Accela; c) Services required by Customer to be performed by Accela outside of Accela's usual working hours; d) Services required due to external factors including, but not necessarily limited to, Customer's use of software or hardware not authorized by Accela; e) Services required to resolve or work-around conditions which cannot be reproduced in Accela's support environment; f) Services which relate to tasks other than maintenance of Customer's existing implementation and configuration of the Accela-maintained software products including, but not necessarily limited to, enhancing or adapting such products for specific operating environments; g) Services requested by Customer to implement software updates provided by Accela pursuant to this MA;and h) New or additional applications, modules, or functionality released by Accela during the term of this MA. 3.2.2 Legacy Releases Accela will provide maintenance support for the current release of each of its maintained software applications and for the release immediately preceding such current release. All other releases are deemed to be "Legacy Releases". Accela will respond to maintenance requests concerning Legacy Releases only using currently-available information. Services requiring additional research,engineering-level support, or coding or programming by Accela will not be provided pursuant to this MA, but may be separately available at rates and on terms which may vary from those described herein. 3.3 Warranty Accela will commence and complete the maintenance obligations described in this MA in a good and workmanlike manner, consistent with the practices and standards of care generally-accepted within and expected of Accela's industry, to ensure that the operation of the maintained software Attachment 13 Accela. Inc. of Fort Worth, 17PW Department,Storm Water Management Division Work Order and Asset Management Soft"are and Implementation Services Agreenient Page 2 of 6 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 damages in an amount equal to the total of maintenance fees paid to Accela for the defective or non-conforming software products for the twelve (12)calendar months immediately preceding Customer's maintenance request. 3.4 Compensation 3.4.1 Maintenance Fees In exchange for the Maintenance Services described hereinabove, Customer will pay to Accela the amounts indicated in Exhibit B-1. 3.4.2 Payment Terms Amounts are quoted in United States dollars and do not include applicable taxes, if any. Customer will be responsible for payment of all federal, state or provincial,and local taxes and duties, except those based on Accela's income. If Customer is exempt from certain taxes, Customer will provide Accela with an appropriate certificate of exemption. Customer will be invoiced for all amounts upon occurrence of the billing events described in Exhibit B-1. The payment terms of all invoices are net thirty (30) calendar days from the dates of the invoices. Accela may, at its sole discretion, suspend its obligations hereunder without penalty until payments for all past-due billings have been paid in full by Customer. 4. Confidentiality 4.1 Definitions "Disclosing Party" and "Recipient" refer respectively to the party which discloses information and the party to which information is disclosed in a given exchange. Either Accela or Customer may be deemed Disclosing Party or Recipient depending on the circumstances of a particular communication or transfer of information. "Confidential Information" means all disclosed information relating in whole or in part to non-public data, proprietary data compilations, computer source codes, compiled or object codes, scripted programming statements, byte codes, or data codes, entity-relation or workflow diagrams, financial records or information, client records or information, organizational or personnel information, business plans, or works-in-progress, even where such works, when completed, would not necessarily comprise Confidential Information. The foregoing listing is not intended by the Parties to be comprehensive, and any information which Disclosing Parry 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 0 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"). Utachmcnt 13 Accela_ Inc-/01i oPPon Worth, I/11\A Department.Storm\Later Management Division Work Order and Asset%Ianagement Sot!"are and Implementation Services Agreement Page 3 of 6 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 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. 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. Attachment 13 Accela,Inc./City otFort Worth,T/PW Department.Storm Watcr Management Di),ision Work Order and Asset Management Sotto+are and Implementation Services Agreement Page 4 of 6 5.5 Assignment Accela may assign its rights and obligations hereunder for purposes of financing or pursuant to corporate transactions involving the sale of all or substantially all of its stock or assets. Accela will provide advance written notice of any such assignment to Customer thirty (30) calendar days prior to such assignment. Accela may subcontract with qualified third parties to provide portions of the Maintenance Services described hereinabove. 5.6 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. 5.7 Alternate Terms Disclaimed The parties expressly disclaim any alternate terms and conditions accompanying drafts and/or purchase orders issued by Customer. 5.8 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. 5.9 Applicable Law / Dispute Resolution This Agreement shall be governed by the laws of the state of Texas. Venue for any action arising hereunder shall be in the state or district courts of Tarrant County, Texas. Any disputes arising under this Agreement shall be governed by Section 29 of the Professional Services Agreement to which this LA is attached. Attachment B-1 Follows. END OF DOCUMENT Attachment 13 Accela. Inc./City of Fort Worth,T/PW Department.Storm Water Management Division Work Order and Asset Management Soft"are and Implementation Services Agreement Page 5 of 6 ATTACHMENT B•1 MAINTENANCE PAYMENT SCHEDULE Deliverables Fees First-Term Annual Maintenance for Accela Automation°Asset Management(1 Server $19,795.00 License 25 Named User Licenses First-Term Annual Maintenance for Accela Mobile Office TM (1 Server License and 10 $12,198.00 Named User Licenses First-Term Annual Maintenance for Accela GISTM(1 Server License and 25 Named User $4,835.00 Licenses Total of Fees $36,828.00 First-Term Annual Maintenance Fees are fixed-price deliverables for which full payment is due upon signing. Second-Term Annual Maintenance fees are subject to an annual increase of six percent(6%)over the previous year's fees and are due on the first anniversary of the Effective Date. Third-Term Annual Maintenance fees are subject to an annual increase of six percent(6%)over the previous year's fees and are due on the second anniversary of the Effective Date. Fourth-Term Annual Maintenance fees are subject to an annual increase of six percent(6%)over the previous year's fees and are due on the third anniversary of the Effective Date. Fifth-Term Annual Maintenance fees are subject to an annual increase of six percent(6%)over the previous year's fees and are due on the fourth anniversary of the Effective Date. END OF DOCUMENT Attachment B Accela,Inc./City of Port Worth,T/PW Department,Storm Water Management Division Work Order and Asset Management Software and Implementation Services Agreement Page 6 of 6 M&C - Council Agenda Page 1 of 2 City of Fort Worth, Texas Mayor and Council Communication COUNCIL ACTION: Approved on 9/20/2011 DATE: Tuesday, September 20, 2011 REFERENCE NO.: **G-17379 LOG NAME: 20SW-WOAMS SUBJECT: Authorize a Contract with Accela, Inc., for Work Order and Asset Management System Software and Implementation Services for the Stormwater Utility for a Not To Exceed Amount of$512,751.00 (ALL COUNCIL DISTRICTS) RECOMMENDATION: It is recommended that the City Council authorize a contract with Accela, Inc., for Work Order and Asset Management System Software and Implementation Services for the Stormwater Utility for a not to exceed amount of$512,751.00. DISCUSSION: The contract recommended by this M&C is for the implementation of software and processes for the effective use of key management data related to the the City's stormwater management program. Currently, the Stormwater Management Division uses a variety of automated and manual processes and systems for this purpose, none of which are designed to compile and present the data for effective program management. The new system and processes will provide, among other things: (1) immediate access to accurate data about the stormwater system (e.g. location, material type, condition, repair history) (2) resource expenditure tracking for all stormwater facilities maintained and repaired (3) a risk of failure rating on the various components of the system and (4) key information for prioritizing and designing capital improvements. This system will dramatically enhance the efficiency and effectiveness of the division in maintaining and improving the City's stormwater system which consists of over 32,000 inlets, 900 miles of pipe and 327 miles of stormwater channel. On April 13, 2010, Stormwater Management staff briefed the City Council's Infrastructure and Transportation Committee about the intent to pursue acquisition of this system. On May 11, 2010, the City Council authorized a contract (M&C C-24211)with Westin Engineering to assist the staff in assessing the division's needs and processes related to operational data management and in soliciting and evaluating vendor proposals for a work order/asset management system. Eight vendors responded to the implementation Request for Proposal (RFP). The evaluation committee consisted of staff from the following departments: TPW, Planning and Development, Information Technology Solutions, and Water. Accela, Inc., was selected as the best value for the City. Accela is also the vendor for the Permits Plus system used by the Planning and Development Department. PRICE ANALYSIS—Accela, Inc., has offered a not to exceed price of$512,751.00 to complete all tasks required for this project. City Staff has reviewed this price and determined it to be fair and reasonable for the scope of services proposed. ADMINISTRATIVE AMENDMENT—One or more administrative amendments for this Contract may be made by the City Manager, or his designee, for a total amount not to exceed 25 percent of the original contract cost. Such an increase or amendment would not require specific City Council approval so long as sufficient funds have been appropriated. MM/BE -A waiver of the goal of M/WBE subcontracting requirements was requested by the htto://aons.cfwnet.ory/ecouncil/r)rintmc.ast)?id=15411&print=true&DocType=Print 9/29/2011 M&C - Council Agenda Page 2 of 2 Transportation Public Works Department and approved by the M/WBE Office because the purchase of goods or services is from sources where subcontracting or supplier opportunities are negligible. This contract will include ALL COUNCIL DISTRICTS. FISCAL INFORMATION /CERTIFICATION: The Financial Management Services Director certifies that funds are available in the current operating budget, as appropriated, of the Stormwater Utility Fund. FUND CENTERS: TO Fund/AccounUCenters FROM Fund/AccounVCenters PE69 539120 0209000 $512,751.00 CERTIFICATIONS: Submitted for City Manager's Office bV: Fernando Costa (6122) Originating Department Head: Doug Wiersig (7801) Additional Information Contact: Joe Komisarz (2662) ATTACHMENTS 1. Available funds- PE69- 539120-0209000.pdf (CFW Internal) 2. MWBE Waiver RFP11-0004.pdf (CFW internal) 3. PE69-531200-0209000.doc (CFW Internal) httn://anns.cfwnet.ore/ecouncil/orintmc.asn?id=15411&1)rint=1rue&DocTvpe=Print 9/29/2011