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BOARD OF COUNTY COMMISSIONERS
PASS -AROUND REVIEW
PASS -AROUND TITLE: Accela SaaS Migration
DEPARTMENT: Information Technology DATE: 2/17/2023
PERSON REQUESTING: Ryan Rose
Brief description of the problem/issue:
Accela provides software currently used by Weld County for permitting, zoning and enforcement. This agreement
is to migrate architecture to Accela SaaS (software as a service), replacing our on -premise servers and
databases. Accela has advised this move as best practice. Along with improving system security, it will enhance
functionality for citizens and staff efficiency and resolve GIS and data integrity issues related to parcels -account
numbers.
The attached agreement between the Board and Accela is for implementation and the cost for services is
$163,000. The expenditure was approved in the 2023 budget as part of IT Project WELD -1448.
What options exist for the Board? (include consequences, impacts, costs, etc. of options):
• The provider specializes in supporting this software. Grant authorization for the Chair to sign the
agreement.
• Decline the request and the system remains on -premise with limited functionality.
Recommendation:
The contract was reviewed and approved by Karin McDougal. Weld County IT recommends approving the
attached contract.
Perry L. Buck, Pro-Tem
Mike Freeman, Chair
Scott K. James
Kevin D. Ross
Lori Saine
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Approve Schedule
Zgralim Work Session Other/Comments:
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2023-0601
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E Accela
ACCELA SUBSCRIPTION SERVICES AGREEMENT
This Accela Subscription Services Agreement (this "Agreement") is entered into as of the date of the
applicable Order, as defined below, that incorporates these terms (the "Effective Date") by and
between Accela, Inc. and the entity identified in such Order ("Customer").
1. DEFINITIONS.
1.1 "Accela System" means the information technology infrastructure used by or on behalf of Accela in
performing the Subscriptions Services, including all computers, software (including but not limited to
Accela Software), hardware, databases, electronic systems (including database management systems),
and networks, whether operated directly by Accela or its third party suppliers.
1.2 "Aggregate Data" means data and information related to Customer's use of the Subscription
Services, including anonymized analysis of all data processed in the Subscription Services, that is used by
Accela in an aggregate and anonymized manner, including compiling statistical and performance
information related to the provision and operation of the Services.
1.3 "Authorized User" means onenamed employee, contractor or agent of Customer (each identified
by a unique email address) for whom Customer has purchased a subscription to the Subscription
Services and who is authorized by Customer to access and use the Services under the rights granted to
Customer pursuant to this Agreement.
1.4 "Consulting Services" means packaged or time and materials consulting, review, training or other
services (but excluding Subscription and Support Services) delivered by Accela to Customer pursuant an
Order. The current Consulting Services Policy is attached to this Agreement as Exhibit A.
1.5 "Customer Data" means the content, materials, and data that Customer, Authorized Users, and
External Users enter into the Subscription Services. Customer Data does not include any component of
the Subscription Services, material provided by or on behalf of Accela, or Aggregate Data.
1.6 "Documentation" means the then -current technical and functional user documentation in any form
made generally available by Accela for the Subscription Services.
1.7 "External Users" means third party users of the Subscription Services that access the public -facing
interfaces of the Subscription Services to submit queries and requests to facilitate communications
between such third party and Customer.
1.8 "Intellectual Property Rights" means any patent rights (including, without limitation, patent
applications and disclosures), copyrights, trade secrets, know-how, and any other intellectual property
rights, in all cases whether or not registered or registrable and recognized in any country or jurisdiction
in the world.
1.9 "Order" means an Accela order form or other mutually acceptable document fully executed
between Customer and Accela that incorporates this Agreement.
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1.10 "Service Availability Policy" means the Service Availability and Security Policy located at
www.accela.com/terms/.
1.11 "Subscription Services" means the civic administration services, comprised of the Accela System,
Software, and Support Services, to which Customer may license access to in accordance with the terms
herein.
1.12 "Software" means any licensed software (including client software for Authorized Users' devices)
and Documentation that Accela uses or makes available as part of the Subscription Services.
1.13 "Support Services" means those technical and help services provided by Accela in accordance with
the Software Support Services Policies (SaaS) located at www.accela.com/terms/.
1.14 "Subscription Period" means the duration of Customer's authorized use of the Subscription
Services as designated in the Order.
2. USAGE AND ACCESS RIGHTS.
2.1 Right to Access. Subject to the terms and conditions of this Agreement, Accela hereby grants to
Customer a limited, non-exclusive, non -transferable right and license during the Subscription Period, to
permit: (i) Authorized Users to access and use the internal and administrative interfaces of the
Subscription Services in accordance with the Documentation to support Customer's internal business
purposes and (ii) its External Users the ability to access and use the publicly available interfaces to
submit requests and information to Customer. Each instance of the Subscription Service shall be
provisioned with the amount of storage set forth in the Order and additional storage may be purchased
at the then -current rates.
2.2 Support Services & Service Availability. During the Subscription Period, Accela shall provide to
Customer the Support Services specified in the Order and shall make all commercially reasonable efforts
to attain the service levels specified in the applicable policies. The remedies set forth in the Support
Services and Service Availability Policy are the sole and exclusive remedies for any breach of the service
levels. Customer grants Accela a royalty -free, worldwide, transferable, sub- licensable, irrevocable,
perpetual license to use or incorporate into its software or services any suggestions or other feedback
provided by Customer or Authorized Users relating to the operation or features of the Subscription
Services.
2.3 Purchasing Consulting Services. Customer may purchase Consulting Services from Accela by
executing an Order for such services. All prices are exclusive of travel and expenses, which will be
invoiced at actual cost, without markup, and will comply with the Consulting Services Policy attached
hereto as Exhibit A or as otherwise agreed in the applicable Order. If applicable, one Consulting
Services day shall be equal to eight (8) hours.
2.4 Restrictions on Use. Customer shall not, and shall not permit others to: (i) use or access the
Subscription Services in any manner except as expressly permitted by the Agreement, including but not
limited to, in a manner that circumvents contractual usage restrictions set forth in this Agreement; (ii)
license, sub -license, sell, re -sell, rent, lease, transfer, distribute, time share or otherwise make any
portion of the Subscription Services available for access by third parties except as otherwise expressly
provided herein; (iii) use the Subscription Service in a way that: (a) violates or infringes upon the rights
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of a third party; or (b) stores or transmits libelous, tortious, or otherwise unlawful material or malicious
code or viruses; (iv) create derivative works, reverse engineer, decompile, disassemble, copy, or
otherwise attempt to derive source code or other trade secrets from or about any of the Subscription
Services (except to and only to the extent such rights are proscribed by law); (v) interfere with or disrupt
the security, integrity, operation, or performance of the Subscription Services; (vi) access, use, or
provide access or use to the Subscription Services or Documentation for the purposes of competitive
analysis or the development, provision, or use of a competing software, SaaS or product or any other
purpose that is to Accela's detriment or commercial disadvantage; (vii) provide access to the
Subscription Services to competitors of Accela; (viii) access or use components of the Subscription
Service not licensed by Customer; (ix) use or allow the use of the Subscription Services by anyone
located in, under the control of, or that is a national or resident of a U.S. embargoed country or territory
or by a prohibited end user under Export Control Laws (as defined in Section 12.3, Compliance with
Laws); (x) remove, delete, alter or obscure any trademarks, Documentation, warranties, or disclaimers,
or any copyright, trademark, patent or other intellectual property or proprietary rights notices from any
Subscription Services; or (xi) access or use the Subscription Services in, or in association with, the design,
construction, maintenance, or operation of any hazardous environments, systems or applications, any
safety response systems or other safety -critical applications, or any other use or application in which the
use or failure of the Subscription Services could lead to personal injury or severe physical or property
damage.
2.5 Ownership. Accela retains all Intellectual Property Rights, including all rights, title and license to the
Subscription Service, Software, Accela System, Support Services, Consulting Services, and Aggregate
Data, any related work product of the foregoing and all derivative works thereof by whomever
produced; provided however, that to the extent such materials are delivered to Customer as part of the
Subscription Services, Consulting Services or Support Services then Customer shall receive a limited
license consistent with the terms of Section 2 to use such materials during the Subscription Period.
2.6 Customer's Responsibilities. Customer will: (i) be responsible for meeting Accela's applicable
minimum system requirements for use of the Subscription Services set forth in the Documentation; (ii)
be responsible for Authorized Users' compliance with this Agreement and for any other activity
(whether or not authorized by Customer) occurring under Customer's account; (iii) be solely responsible
for the accuracy, quality, integrity and legality of Customer Data; (iv) use commercially reasonable
efforts to prevent unauthorized access to or use of the Subscription Services and Customer Data under
its account, and notify Accela promptly of any such unauthorized access or use, and; (v) use the
Subscription Services only in accordance with the applicable Documentation, laws and government
regulations.
3. PAYMENT TERMS.
3.1 Purchases Directly from Accela. Except as otherwise set forth in an Order, Subscription fees shall be
invoiced annually in advance and such fees shall be due and payable on the first day of the Subscription
and on each anniversary thereafter for each renewal, if any. All other invoices shall be due and payable
net thirty (30) from the date of the applicable invoice. All amounts payable to Accela under this
Agreement shall be paid by Customer in full without any setoff, deduction, debit, or withholding for any
reason, unless notice of breach of this agreement has been sent by customer. Any late payments shall
be subject to an additional charge of the lesser of 1.5% per month or the maximum permitted by law,
whichever this lower. All Subscription Services fees are exclusive of any taxes, levies, duties,
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withholding or similar governmental assessments of any nature (collectively, "Taxes"). If any such Taxes
are owed or payable for such transactions, they shall be paid separately by Customer without set-off to
the fees due Accela.
3.2 Purchases from Authorized Resellers. In the event that Customer has purchased any products or
services through a reseller, subject to these terms, any separate payment arrangements and terms shall
be exclusively through such reseller and Accela is not a party to such transactions. Accela's sole
obligations are set forth herein and Customer acknowledges that its rights hereunder may be
terminated for non-payment to such third party.
4. CONFIDENTIALITY. As used herein, "Confidential Information" means all confidential information
disclosed by a one party to this Agreement to the other party of this Agreement whether orally or in
writing, that is designated as confidential. However, Confidential Information will not include any
information that: (i) is or becomes generally known to the public without breach of any obligation owed
to the disclosing party; (ii) was known to the receiving party prior to its disclosure without breach of any
obligation owed to the disclosing party; (iii) is received without restriction from a third party without
breach of any obligation owed to the disclosing party; or (iv) was independently developed by the
receiving party. Each party will use the same degree of care that it uses to protect the confidentiality of
its own confidential information of like kind (but in no event less than reasonable care) not to disclose or
use any Confidential Information except as permitted herein, and will limit access to Confidential
Information to those of its employees, contractors and agents who need such access for purposes
consistent with this Agreement and who are bound to protect such Confidential Information consistent
with this Agreement. The receiving party may disclose Confidential Information if it is compelled by law
to do so, provided the receiving party gives the disclosing party prior notice of such compelled
disclosure (to the extent legally permitted) and reasonable assistance, at the disclosing party's request
and cost, to contest, limit, or protect the disclosure.
5. CUSTOMER DATA.
5.1 Ownership. Customer reserves all its rights, title, and interest in and to the Customer Data. No rights
are granted to Accela hereunder with respect to the Customer Data, except as otherwise set forth
explicitly in Section 5.
5.2 Usage. Customer shall be responsible for Customer Data as entered in to, applied or used in the
Subscription Services. Customer acknowledges that Accela generally does not have access to and cannot
retrieve lost Customer Data. Customer grants to Accela the non-exclusive right to process Customer
Data (including personal data) for the sole purpose of and only to the extent necessary for Accela: (i) to
provide the Subscription Services; (ii) to verify Customer's compliance with the restrictions set forth in
Section 2.4 (Restrictions on Use) if Accela has a reasonable belief of Customer's non-compliance; and (iii)
as otherwise set forth in this Agreement. Accela may utilize the information concerning Customer's use
of the Subscription Services (excluding any use of Customer's Confidential Information) to improve
Subscription Services, to provide Customer with reports on its use of the Subscription Services, and to
compile aggregate statistics and usage patterns by customers using the Subscription Services.
5.3 Use of Aggregate Data. Customer agrees that Accela may collect, use and disclose Aggregate Data
derived from the use of the Subscription Services for industry analysis, benchmarking, analytics,
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marketing and other business purposes. All Aggregate Data collected, used and disclosed will be in
aggregate form only and will not identify Customer, its Authorized Users or any third parties utilizing the
Subscription Services.
6. WARRANTIES AND DISCLAIMERS.
6.1 Subscription Services Warranty. During the Subscription Period, Accela warrants that Subscription
Services shall perform materially in accordance with the applicable Documentation. As Customer's sole
and exclusive remedy and Accela's entire liability for any breach of the foregoing warranty, Accela will
use commercially reasonable efforts to: (a) repair the Subscription Services in question; (b) replace the
Subscription Services in question with those of substantially similar functionality; or (c), after making all
commercially reasonable attempts to do the foregoing, terminate the applicable Subscription Services
and refund all unused, prepaid fees paid by Customer for such non -compliant Subscription Services.
6.2 Consulting Services Warranty. For ninety (90) days from the applicable delivery, Accela warrants
that Consulting Services shall be performed in a professional and workmanlike manner. As Customer's
sole and exclusive remedy and Accela's entire liability for any breach of the foregoing warranty, Accela
will use commercially reasonable efforts to (a) re -perform the Consulting Services in a compliant
manner; or, after making all commercially reasonable attempts to do the foregoing, (b) refund the fees
paid for the non -compliant Consulting Services.
6.3. Disclaimers. EXCEPT AS EXPRESSLY PROVIDED HEREIN, ACCELA MAKES NO WARRANTY OF ANY
KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND SPECIFICALLY DISCLAIMS ALL
IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, SECURITY, FITNESS
FOR A PARTICULAR PURPOSE OR NON -INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY
APPLICABLE LAW.
6.4. Cannabis -Related Activities. If Customer purchases any Subscription Services for use with any
cannabis -related activities, the following additional disclaimers shall apply: Accela is considered a
software service provider to its customers and not a cannabis related business or agent thereof. In
addition to the foregoing, Accela only retains Subscription Services fees of this Agreement from its
Customer for general software services, a state or local government agency, and does not retain these
fees from any type of External Users. It is the sole responsibility of the Customer to offer state law
compliant services, which may be coordinated and facilitated through the use of the Subscription
Services. Accela makes no representations, promises, or warranties with respect to the legality,
suitability, or otherwise regarding any third party provider, including partners, and have no
responsibility or liability with respect to services provided to Customer by such third parties.
7. INDEMNIFICATION. Accela will defend (or at Accela's option, settle) any third party claim, suit or
action brought against Customer to the extent that it is based upon a claim that the Subscription
Services, as furnished by Accela hereunder, infringes or misappropriates the Intellectual Property Rights
of any third party, and will pay any costs, damages and reasonable attorneys' fees attributable to such
claim that are finally awarded against Customer, provided that Customer provides: (a) Accela notice of
such claim as soon practical and in no event later than would reasonably permit Accela to respond to
such claim, (b) reasonable cooperation to Accela, at Accela's expense, in the defense and/or settlement
of such claim and (c) Accela the sole and exclusive control of the defense, litigation and settlement of
such claim. In the event that Accela reasonably believes, in its sole discretion, that such claim may
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prevail or that the usage of the Subscription Services may be joined, Accela may seek to: (a) modify the
Subscription Services such that it will be non -infringing (provided such modification does not materially
reduce the functionality or performance of Customer's installed instance); (b) replace the Subscription
Services with a service that is non -infringing and provides substantially similar functionality and
performance; or, if the first two options are not commercially practicable, (c) terminate the remainder
of the Subscription Period and refund any, pre -paid, unused fees received by Accela. Accela will have no
liability under this Section 7 to the extent any claims arise from (i) any combination of the Subscription
Services with products, services, methods of a third party; (ii) a modification of the Subscription
Services that were either implemented by anyone other than Accela or implemented by Accela in
accordance with Customer specifications and documented that this was done against Accela advice; (iii)
any use of the Subscription Services in a manner that violates this Agreement or the instructions given
to Customer by Accela; (iv) a version of the Subscription Services other than the current, fully patched
version, provided such updated version would have avoided the infringement; or (v) Customer's breach
of this Agreement. THIS SECTION 7 STATES THE ENTIRE OBLIGATION OF ACCELA AND
ITSLICENSORSWITH RESPECT TO ANY ALLEGED OR ACTUAL INFRINGEMENT OR MISAPPROPRIATION OF
INTELLECTUAL PROPERTY RIGHTS RELATED TO THIS AGREEMENT.
8. LIMITATION OF LIABILITY. EXCEPT FOR LIABILITY ARISING OUT OF EITHER PARTY'S LIABILITY FOR
DEATH OR PERSONAL INJURY OR CUSTOMER'S BREACH OF SECTION 2, NEITHER PARTY'S AGGREGATE
LIABILITY FOR DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR FROM THE
USE OF OR INABILITY TO USE THE SERVICE, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER
THEORY OF LIABILITY, SHALL EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER HEREUNDER IN THE
TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE INCIDENT. EXCEPT FOR LIABILITY ARISING
OUT OF CUSTOMER'S BREACH OF SECTION 2 OR EITHER PARTY'S LIABILITY FOR DEATH OR PERSONAL
INJURY, IN NO EVENT SHALL EITHER PARTY OR ANY OTHER PERSON OR ENTITY INVOLVED IN CREATING,
PRODUCING OR DELIVERING THE SERVICE BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR
CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA OR LOSS OF GOODWILL, SERVICE
INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE PRODUCTS OR
SERVICES, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR FROM THE USE OF OR
INABILITY TO USE THE SUBSCRIPTION SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT
(INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY. THE FOREGOING
EXCLUSIONS APPLY WHETHER OR NOT A PARTY HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH
DAMAGE, AND EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS
ESSENTIAL PURPOSE.
9. SECURITY. Accela has implemented commercially viable and reasonable information security
processes, policies and technology safeguards to protect the confidentiality and integrity of Customer
Data, personal data protect against reasonably anticipated threats. Customer acknowledges that,
notwithstanding security features of the Subscription Services, no product, hardware, software or
service can provide a completely secure mechanism of electronic transmission or communication and
that there are persons and entities, including enterprises, governments and quasi- governmental actors,
as well as technologies, that may attempt to breach any electronic security measure. Subject only to its
limited warranty obligations set forth in Section 6, Accela will have no liability for any such security
breach. Customer further acknowledges that the Subscription Services is not guaranteed to operate
without interruptions, failures, or errors. If Customer or Authorized Users use the Subscription Services
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in any application or environment where failure could cause personal injury, loss of life, or other
substantial harm, Customer assumes any associated risks and will indemnify Accela and hold it harmless
against those risks.
10. THIRD PARTY SERVICES. Customer may choose to obtain a product or service from a third party
that is not directly produced by Accela as a component of the Subscription Services ("Third Party
Services") and this may include third party products resold by Accela. Accela assumes no responsibility
for, and specifically disclaims any liability, warranty or obligation with respect to, any Third Party Service
or the performance of the Subscription Services (including Accela's service level commitment) when the
Subscription Services are used in combination with or integrated with Third Party Services.
11. TERM AND TERMINATION.
11.1 Agreement Term. Notwithstanding anything to the contrary, this Agreement shall be for a twelve
(12) month term that automatically renews on the anniversary of the Effective Date, unless otherwise
mutually agreed to in writing by the Parties. This Agreement shall become effective on the Effective
Date and shall continue in full force and effect until the expiration of the term, or any Subscription
Periods set forth in an applicable Order governed by the Agreement.
11.2 Subscription Periods & Renewals. Subscription Periods begin as specified in the applicable Order
and, unless terminated earlier in accordance with this Agreement, continue for the term specified
therein. Except as otherwise specified in the applicable Order, (a) all Subscription Services will
automatically renew for additional Subscription Periods equal to the expiring Subscription Period, unless
either party gives the other at least sixty (60) days' notice of non -renewal before the end of the relevant
Subscription Period or term and (b), Orders may only be cancelled or terminated early in accordance
with Section 11.3. Subscription Services renewals may be subject to an annual increase, for which Accela
shall provide Customer notice prior to the renewal of the Subscription Period. In the event of any non -
renewal or other termination, Customer's right to use the Subscription Services will terminate at the end
of the relevant Subscription Period.
11.3 Termination or Suspension for Cause. A party may terminate this Agreement and Subscription
Services license granted hereunder for cause upon thirty (30) days' written notice to the other party of a
material breach if such breach remains uncured at the expiration of such thirty (30) day period. Either
party may terminate immediately if the other party files for bankruptcy or becomes insolvent. Accela
may, at its sole option, suspend Customer's or any Authorized User's access to the Subscription Services,
or any portion thereof, immediately if Accela: (i) suspects that any person other than Customer or an
Authorized User is using or attempting to use Customer Data; (ii) suspects that Customer or an
Authorized User is using the Subscription Services in a way that violates this Agreement and could
expose Accela or any other entity to harm or legal liability; (iii) is or reasonably believes it is required to
do so by law or court order or; (iv) Customer's payment obligations are more than ninety (90) days past
due, provided that Accela has provided at least thirty (30) days' notice of such suspension for delinquent
payment. After Customer provides a written notice to cure to Accela, and Accela does not cure within
ninety (90) days, Customer, at their sole discretion, may terminate the Agreement if the products fail to
conform to minimum security standards, or Web Content Accessibility Guidelines (WCAG) standards
for Accessibility for persons with disabilities at the A and AA level. Should Customer terminate this
Agreement for cause, Accela will refund a pro -rata portion of unused, pre -paid fees.
11.4 Effect of Termination. If this Agreement expires or is terminated for any reason: (i) within thirty
(30) calendar days following the end of Customer's final Subscription Period, Accela will provide
E Accela
Customer Data and associated documents in a database dump file; provided that Customer pays (a)
all costs of and associated with such copying, as calculated at Accela's then -current time -and -
materials rates, and (b) any and all unpaid amounts due to Accela; (ii) licenses and use rights granted
to Customer with respect to Subscription Services and intellectual property will immediately
terminate; and (iii) Accela's obligation to provide any further services to Customer under this
Agreement will immediately terminate, except as mutually agreed between the parties. If the
Subscription Services are nearing expiration date or are otherwise terminated, Accela will initiate its
data retention processes, including the deletion of Customer Data from systems directly controlled by
Accela. Accela's current Data Storage Policy can be accessed www.accela.com/terms/.
11.5 Survival. Sections 2.5 (Ownership and Proprietary Rights), 4 (Confidentiality), 6.3 (Disclaimer), 8
(Limitation of Liability), 11.4 (Effect of Termination), 11.5 (Surviving Provisions), and 12 (General
Provisions) will survive any termination or expiration of this Agreement.
12. GENERAL.
12.1 Notice. Except as otherwise specified in this Agreement, all notices, permissions and approvals
hereunder will be in writing and will be deemed to have been given upon: (i) personal delivery; (ii) three
days after sending registered, return receipt requested, post or; (iii) one day after sending by
commercial overnight carrier. Notices will be sent to the address specified by the recipient in writing
when entering into this Agreement or establishing Customer's account for the Subscription Services.
12.2 Governing Law and Jurisdiction. This Agreement and any action related thereto will be governed by
the laws of the State of Colorado without regard to its conflict of laws provisions. The exclusive
jurisdiction and venue of any action related to the subject matter of this Agreement will be the state and
federal courts located in the Denver, Colorado and each of the parties hereto waives any objection to
jurisdiction and venue in such courts.
12.3 Compliance with Laws. Each party will comply with all applicable laws and regulations with respect
to its activities under this Agreement including, but not limited to, export laws and regulations of the
United States and other applicable jurisdictions. Further, in connection with the services performed
under this Agreement and Customer's use of the Subscription Services, the parties agree to comply
with all applicable anti -corruption and anti -bribery laws, statutes and regulations.
12.4 Assignment. Customer may not assign or transfer this Agreement, whether by operation of law
or otherwise, without the prior written consent of Accela, which shall not be unreasonably withheld.
Any attempted assignment or transfer, without such consent, will be null and void. Subject to the
foregoing, this Agreement will bind and inure to the benefit of the parties, their respective successors
and permitted assigns.
12.5 Publicity. Notwithstanding anything to the contrary, each party will have the right to publicly
announce the existence of the business relationship between parties without disclosing the specific
terms of the Agreement.
12.6 Miscellaneous. No failure or delay by either party in exercising any right under this Agreement will
constitute a waiver of that right. Other than as expressly stated herein, the remedies provided herein
are in addition to, and not exclusive of, any other remedies of a party at law or in equity. If any provision
of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision will be
modified by the court and interpreted so as best to accomplish the objectives of the original provision to
the fullest extent permitted by law, and the remaining provisions of this Agreement will remain in effect.
Acceta
Accela will not be liable for any delay or failure to perform under this Agreement to the extent such
delay or failure results from circumstances or causes beyond the reasonable control of Accela. This
Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or similar
relationship between the parties. This Agreement, including any attachments hereto as mutually agreed
upon by the parties, constitute the entire agreement between the parties concerning its subject matter
and it supersedes all prior communications, agreements, proposals or representations, written or oral,
concerning its subject matter. No modification, amendment, or waiver of any provision of this
Agreement will be effective unless in writing and signed by a duly authorized representative of each
party against whom the modification, amendment or waiver is to be asserted. Notwithstanding any
language to the contrary, no additional or conflicting terms or conditions stated in any of Customer's
purchase order documentation or otherwise will be incorporated into or form any part of this
Agreement, and all such terms or conditions shall be null and void.
12.7. Insurance. Accela must secure, before the commencement of the Subscription
Services, the following insurance covering all operations, goods, and services provided pursuant
to this Agreement, and shall keep the required insurance coverage in force at all times during the
term of the Agreement, or any extension thereof, and during any warranty period for Accela's
Commercial General Liability, Automobile Liability, and Workers' Compensation insurers shall waive
subrogation rights against County.
a. Types of Insurance.
Workers' Compensation /Employer's Liability Insurance as required by state statute, covering all
of the Accela's employees acting within the course and scope of their employment. The policy
shall contain a waiver of subrogation against the County.
Commercial General Liability Insurance including public liability and property damage, covering all
operations required by the Subscription Agreement. Such policy shall include minimum limits as follows:
$1,000,000 each occurrence; $1,000,000 general aggregate; $1,000,000 Personal injury $5,000;
Medical payment per person.
Automobile Liability Insurance: Accela shall maintain limits of $1,000,000 for bodily injury per
person, $1,000,000 for bodily injury for each accident, and $1,000,000 for property damage
applicable to all vehicles operating both on County property and elsewhere, for vehicles owned,
hired, and non -owned vehicles used in the performance of this Agreement.
Tech E&O/Cyber Liability The policy shall cover professional misconduct or lack of ordinary skill
for those positions defined in the Scope of Services of this contract. Accela shall maintain limits
for claims covering wrongful acts, errors and/or omissions, including design errors, if applicable,
for damage sustained by reason of or in the course of operations under this Agreement resulting
from professional services. In the event that the professional liability insurance required by this
Agreement is written on a claims -made basis, Accela warrants that any retroactive date under the
policy shall precede the effective date of this Agreement; and that either continuous coverage
will be maintained, or an extended discovery period will be exercised for a period of two (2) years
beginning at the time work under this Agreement is completed. Minimum Limits: $3,000,000 Per
Claim; $3,00Q000 Aggregate.
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12.8 Proof of Insurance. Accela shall provide to County a certificate of. Accela shall provide
a certificate of insurance naming Weld County, Colorado, its elected officials,and its employees
as an additional insured on Accela's General Liability policy.
12.9 Subcontractor Insurance. Accela hereby warrants that all subcontractors providing
services under this Agreement have or will have the necessary insurance for the services or
products they are providing under this Agreement prior to their commencement of the Work, or
otherwise that they are covered by Accela's insurance policies. Accela agrees to provide proof
of insurance for all such subcontractors upon request by the County.
12.10 Governmental Immunity. No term or condition of this Agreement shall be construed
or interpreted as a waiver, express or implied, of any of the immunities, rights, benefits,
protectionsor other provisions, of the Colorado Governmental Immunity Act §§24-10-101 et
seq., as applicable now or hereafter amended.
Si:natures
Accela, Inc.
Signature:
DocuSigned by:
#an fkayerfti
r+1,f►F,8344 DB..
Aaron Haggarty
Title:
chief Legal officer
Date:
Signature:
ocuSigned by: D:L.- fAIL,----"'
Customer
! A0543C.. .
Mike Freeman
Title:
chai r
Date:
2/23/2023 3/1/2023
E Accela
Exhibit A
Accela, Inc.
Consulting Services Policy
This Consulting Services Policy (the "Policy") is binding upon execution of any order form, agreement,
or statement of work (collectively and each an "Order") between Accela and the entity receiving
services ("Customer") that incorporates the Policies by reference and are in addition to the terms and
conditions for Consulting Services set forth in the License Agreement (as defined below). Accela on -
premises software or
subscription services for Accela software (SaaS) is governed by the license agreement between the
Customer and Accela (the "License Agreement").
Consulting Services Covered
Accela provides a variety of services covered by these policies, including but not limited to consulting,
implementation, configuration, and custom training services.
Performance of Services
Accela shall provide the services in accordance with the following processes and policies:
Accela will use reasonable efforts to meet any performance dates specified in applicable
Order, and any such dates are estimates only.
Accela will select persons and entities to perform the Consulting Services that meet industry
standards for the Consulting Services' performance provided to the Customer.
Consulting Services provided by Accela on a "Time and Material" basis are not subject to
acceptance criteria by the Customer, unless otherwise set forth in the applicable Order.
Consulting Services are provided eight hours a day, Monday through Friday (Accela
recognized holidays excluded) during Accela regular business hours. Hours worked more than
eight hours or holidays are generally subject to 2x the Consulting Services hourly or daily fee.
All Consulting Services must be scheduled. Accela will contact the Customer regarding the
schedule and notify the Customer (email accepted) of the date for commencement of the
Consulting Services. Unless otherwise set forth in the Customer Order, the Customer must
contact Accela a minimum of five business days to reschedule the Consulting Services' start
date. If the Customer does not contact Accela to reschedule the Consulting Service start date as
set forth in the Customer Order or where no reschedule time is stated, a minimum of five (5)
business days, the Customer is responsible for any expenses incurred by Accela due to the
Customer failure to notify Accela properly.
Accela will observe all reasonable security requirements provided by the Customer to Accela
in writing during access to Customer premises.
Any changes to the Consulting Services' scope may require a signed change order detailing the
changes, additional time required, and necessary variations of fees.
o Accela owns all intellectual property right in all documents, work product, and other materials
prepared by Accela or delivered to the Customer during the course of performing the Consulting
Services, including any items identified as such in the Order (collectively, the "Deliverables").
Excluding Accela Software, and subject to the Customer payment of all fees for the Consulting
E Accela
Services, Accela grants the Customer a license to use the Deliverables subject to the terms and
restrictions applicable to the License Agreement, as such terms apply to Accela's software and
SaaS services..
To efficiently provide the Customer with Accela Consulting Services, the Customer will:
Secure all necessary licenses, permits, and comply will all applicable law concerning the
Consulting Services before the Consulting Services start date.
Provide access to the Customer premises and provide safe office accommodation and other
facilities as reasonably requested by Accela to perform the Consulting Services.
Have all equipment ready and available for Accela's access to perform the Consulting Services.
Provide such materials or information as Accela may reasonably request to carry out the
Consulting Services in a timely manner and ensure that such Customer materials or
information are complete and accurate.
Respond to Accela request to provide direction, information, approvals, authorizations, or
decisions that are reasonably necessary for Accela to perform the Consulting Services in
accordance with the requirements of the Order.
Unless otherwise set forth in the Order, the Customer agrees to reimburse Accela for all
actual, documented, and reasonable travel and out-of-pocket expense incurred by Accela in
the Consulting Services' performance, which shall include itemized receipts. Unless otherwise
agreed in advance, Accela's consultants shall travel using economy class flights, reasonable
business appropriate accommodations, and standard size car rentals.
Privacy
Any personal information (PII) that the Customer provides to Accela or Accela accesses during the
provisioning of the Consulting Services is subject to Accela's Privacy Policy at
https://www.accela.com/privacy-policv/.The Customer represents and warrants that the Customer
has received all applicable consents from persons whose personal information the Customer
provides to Accela or may be accessed by Accela during Accela performance of the Consulting
Services.
Supplemental Terms
For any Customer receiving Consulting Services from Accela that has not yet entered into a License
Agreement, Customer, commencing on the first day Consulting Services are provided, Customer is
granted a thirty (30) day license to use Deliverables (and any other Accela materials provided during such
engagement, subject to the applicable License Agreement set forth at accela.com/terms/. At the end of
the thirty (30) day license, if Customer has not entered into a new License Agreement referencing
Consulting Services, Customer's license to the Deliverables granted under "Supplemental Terms" of this
Policy is terminated.
Accela
2633 Camino Ramon, Suite 500
San Ramon, CA, 94583
Proposed by: Jason Hargrove
Contact Phone:
Contact Email: jargrove@accela.com
Quote ID: Q-28987
Valid Through: 12/30/2022
Currency: USD
Address Information
Bill To:
Weld County
1555 North 17th Avenue
Greeley, Colorado 80631
United States
Billing Name: Jacob Mundt
Billing Phone: 970-304-6570
Billing Email: jmundt@co.weld.co.us
Order Form
Ship To:
Weld County
1555 North 17th Avenue
Greeley, Colorado 80631
United States
Services Year
Multi Solution User
> Accela Building - SaaS
> Accela Planning - SaaS
> Accela Environmental Health
- SaaS
Multi Solution User
> Accela Building - SaaS
> Accela Planning - SaaS
Enhanced Reporting Database
(ERD)
Year 1
Year 1
Year 1
Year 1
Start Date
1/18/2023
1/18/2023
1/18/2023
1/18/2023
Year 1
Year 1
Year 1
Year 1
1/18/2023
1/18/2023
1/18/2023
1/18/2023
End Date Term
(Months)
1/17/2024
1/17/2024
1/17/2024
1/17/2024
1/17/2024
1/17/2024
1/17/2024
1/17/2024
12
12
12
12
Price
$2,472.00
$0.00
$0.00
$0.00
12 $2,472.00
12
12
$0.00
Qty
59
59
59
59
31
31
$0.00 31
12 $31,147.00
1
TOTAL:
Net Total
$145,848.00
$0.00
$0.00
$0.00
$76,632 00
$0.00
$0.00
$31,147.00
$253,627.00
Services
Year
Start
Date
End
Date
(Months)
Term
Price
Qty
Net
Total
Multi
Solution
User
Year 2
1/18/2024
1/17/2025
12
$2.595.60
59
$153,140.40
> Accela
Building
- SaaS
Year 2
1/18/2024
1/17/2025
12
$0.00
59
$0.00
> Accela
Planning
- SaaS
Year 2
1/18/2024
1
1/17/2025
12
$0.00
59
$0.00
> Accela
- SaaS
Environmental
Health
Year 2
1/18/2024
1
1/17/2025
12
$0.00
59
$0.00
Multi
Solution
User
Year 2
1/18/2024
1/17/2025
12
$2,595.60
31
$80,463.60
> Accela
Building
- SaaS
Year 2
1/18/2024
1/17/2025
12
$0.00
31
$0.00
> Accela
Planning
- SaaS
Year 2
1/18/2024
1/17/2025
12
$0.00
31
$0.00
Page 1 of 4
Services Year
Enhanced Reporting Database
(ERD)
Services
Multi Solution User
> Accela Building - SaaS
> Accela Planning - SaaS
> Accela Environmental Health
- SaaS
Multi Solution User
> Accela Building - SaaS
> Accela Planning - SaaS
Enhanced Reporting Database
(ERD)
Services
Multi Solution User
> Accela Building - SaaS
> Accela Planning - SaaS
Year 2
Year
Start Date
1/18/2024
Year 3
End Date
1/17/2025
Start Date
1/18/2025
Year 3 1/18/2025
Year 3
1/18/2025
Year 3 1/18/2025
End Date
1/17/2026
Year 3 1/18/2025
1/18/2025
Year 3 1/18/2025
Year 3 1/18/2025
Year 3
1/17/2026
1/17/2026
1/17/2026
1/17/2026
1/17/2026
1/17/2026
1/17/2026
Year
Year 4
> Accela Environmental Health
- SaaS
Multi Solution User
> Accela Building - SaaS
> Accela Planning - SaaS
Enhanced Reporting Database
(ERD)
Year 4
Year 4
Year 4
Start Date
1/18/2026
Year 4
Year 4
Year 4
Year 4
1/18/2026
1/18/2026
1/18/2026
End Date
1/17/2027
1/18/2026
1/18/2026
1/18/2026
1/18/2026
1/17/2027
1/17/2027
1/17/2027
Term
(Months)
12
Term
(Months)
12
12
12
12
12
12
12
12
Term
(Months)
12
12
12
12
Price
$32,704.35
Price
Qty
1
TOTAL:
Qty
$2,725.38
$0.00
$0.00
$0.00
$2,725 38
$0.00
$0.00
$34,339 57
1/17/2027
1/17/2027
1/17/2027
1/17/2027
59
59
59
59
Net Total
$32,704.35
$266,308.35
Net Total
$160;797.42
$0.00
$0.00
$0.00
31 $84,486.78
31
31
Price
$2.861.65
$0.00
$0.00
$0.00
12 $2,861.65
12 $0.00
12 $0.00
12 $36,056.55
1
TOTAL:
Qty
59
59
59
59
31
31
31
1
TOTAL:
$0.00
$0.00
$34,339 57
$279,623.77
Net Total
$168.837.29
$0.00
$0.00
$0.00
$88,711.12
$0.00
$0.00
$36056.55
$293,604.96
Services
Multi Solution User
> Accela Building - SaaS
> Accela Planning - SaaS
Year
Year 5
> Accela Environmental Health
- SaaS
Multi Solution User
> Accela Building - SaaS
> Accela Planning - SaaS
Year 5
Year 5
Year 5
Start Date
1/18/2027
1/18/2027
1/18/2027
1/18/2027
Year 5
Year 5
Year 5
1/18/2027
1/18/2027
1/18/2027
End Date
1/17/2028
1/17/2028
1/17/2028
1/17/2028
1/17/2028
1/17/2028
1/17/2028
Term
(Months)
12
12
12
12
12
12
12
Price
$3,004.73
$0.00
$0.00
$0.00
$3.004.73
$0.00
$0.00
Qty
59
59
59
59
Net Total
$177,279.16
$0.00
$0.00
$0.00
31 $93.146.67
31 $0.00
31 $0.00
Page 2 of 4
Services
Year Start Date
Enhanced Reporting Database Year 5 1/18/2027
(ERD)
Pricing Summary
Period
Year 1
Year 2
Year 3
Year 4
Year 5
Total
Additional Terms:
End Date
1/17/2028
Term
(Months)
Price
12 $37,859 37
Net Total
$ 253,627.00
$ 266,308.35
$ 279,623.77
$ 293,604.96
$ 308,285.20
$ 1,401,449.28
Qty Net Total
1 $37,859.37
TOTAL: $308,285.20
1. No additional or conflicting terms or conditions stated in Customer's order documentation, including purchase orders,
will be incorporated into or form any part of this Order Form or the governing agreement, and all such terms or conditions
will be null.
2. This Order Form will be governed by the applicable terms and conditions. If those terms and conditions are non-
existent, have expired or have otherwise been terminated, the following terms at https://www.accela.com/terms/ will
govern as applicable, based on the Customer's purchase.
3. All Software Licenses, Maintenance, and Subscription purchases are non -cancelable and non-refundable.
4. If Customer has a prior agreement with Accela, and this purchase is co -terming with that prior agreement, if the start
date on this Order Form is before the actual delivery date of the purchase, Accela may pro -rate this purchase so that it
can co -term with the prior agreement.
5. If this Order Form is executed and/or returned to Accela by Customer after the Order Start Date above, Accela may
adjust the Order Start Date and Order End Date without increasing the total price based on the date Accela activates the
products and provided that the total term length does not change.
6. Enhanced Reporting Database pricing is based on a percentage of SaaS Annual Contract Value. As SaaS Annual
Contract Value increases/decreases based on seat count changes or annual uplift ERD pricing will be adjusted
accordingly at contract renewal.
Page 3 of 4
Enhanced Reporting Database Policy
This Accela Enhanced Reporting Database policy is an agreement between you ("You" or "Your") and Accela,Inc.
("Accela"). The Accela Enhanced Reporting Database ("Reporting Database") license subscription gives You direct
access to a database that is a replicated copy of the Accela Automation Tenant Transaction Database ("Transaction
Database"). In addition to the terms and conditions of the applicable Master Agreement, Your use of the Reporting
Database is governed by the terms and conditions as set forth below. Accela reserves the right to revoke Your license
should You fail to comply with these rules.
1. .Reporting Database is SQL Server -based and will contain exact copy of data from the Transaction Database.
2. Accela will use commercially reasonable efforts to provide a near real-time sync between the Reporting Database
and the Transaction database instances. Accela estimates the databases will be synced within seconds, however, in
some circumstances this may take several minutes.
3. The Reporting database may only be accessed by authentication credentials provided to You by Accela from an
IP address that is on your allow list. If You attempt to Access the Reporting Database from an IP addresses not on
your allow list, your access will be denied. IP addresses can be added to or removed from your allow list by
contacting Accela support.
4. The Reporting Database is read only and does not support updates, data synchronization or mirroring capabilities.
5. The Reporting Database is only supported in Accela's SaaS solution hosted in Accela's Azure environment.
6. Reporting database will be supported per Accela's standard SaaS Service Level Agreement ("SLA"). Accela is not
responsible for maintenance, availability or uptime of any external services or databases that reside outside of
Accela's SaaS environment even if they are interfacing with the Reporting Database.
7. You agree to work in good faith with Accela to mitigate any performance issues that might arise from overuse or
abuse of the Reporting Database.
8. Accela reserves the right to interrupt any session that is running against the Reporting Database if, in Accela's
sole discretion, the session is deemed to impact the availability or stability of the system as a result of long remote
queue length or replication latency to the Reporting Database.
Signatures
Accela, Inc.
Signature:
DocuSigned by:
hrov, hiyytiefi
0NgitM544D8
Aaron Haggarty
Title:
Chief Legal officer
Date:
2/23/2023
Signature:
LDocuSigned by:
tfA0543C..
Mike Freeman
Title:
chair
Date:
3/1/2023
Customer
Page 4of4
c?oa3- COI
M Accela
Statement of Work
Weld County, CO
SaaS Migration Services
2/16/2023
Version 4.2
Accela, Inc.
2633 Camino Ramon
Suite 120
San Ramon, CA 94583
Tel: 925-659-3200
Statement of Work Page 1 of 12
Proprietary and Confidential
M Acceta
TABLE OF CONTENTS
TABLE OF CONTENTS 2
DOCUMENT CONTROL 3
INTRODUCTION 4
OVERVIEW 4
SCOPE OF SERVICES 4
PROJECT MANAGEMENT AND OVERSIGHT 4
WORK DESCRIPTION 5
OUT OF SCOPE 7
PROJECT ASSUMPTIONS 7
GENERAL PROJECT ASSUMPTIONS 7
PROJECT TIMELINE 8
PROJECT COMPLETION 8
PROJECTS PUT ON HOLD 8
PAYMENT TERMS 8
DELIVERABLES AND PAYMENT MILESTONES 8
EXPENSES 9
CONTRACT SUM 9
ADMINISTRATION 9
CHANGE ORDERS 9
EXPIRATION 9
DISCLAIMERS 9
SIGNATURES 11
APPENDIX A: CHANGE ORDER FORM 12
SIGNATURE AND ACCEPTANCE 12
Statement of Work Page 2 of 12
Proprietary and Confidential
Acceta
DOCUMENT CONTROL
Date Author
Version Change
Reference
4/22/2022
J. White
1.0
SOW Creation
5/13/2022
J. White
1.1
Update
for
GIS
data
integrity
8/31/2022
J.
White
1.1.1
Update
assumption
language
to current standard
9/12/2022
J.
White
i
2.0
Add
Project
Management
12/19/2022
J.
White
3.0
Updated
based
on county redline
12/22/2022
J.
White
3.1
Revised
based
on 12/20
meeting review
1/6/2023
J.
White
4.0
Revised
based
on county redlines
1/13/2023
J.
White
4.1
Revised
based
on 1/13/23
review meeting
1/20/2023
J.
White
4.2
Added
additional
GIS
details
Statement of Work Page 3 of 12
Proprietary and Confidential
M Accela
INTRODUCTION
OVERVIEW
This Statement of Work ("SOW") dated 2/16/2023sets forth the scope and definition of the project -based
professional services (collectively, the "Services") to be provided by Accela, Inc., its affiliates and/or agents
("Accela") to Weld County, CO ("Agency" or "Customer").
The products and services contained herein shall be governed by the Subscription Services Agreement
(Appendix D).
This statement of work represents a Fixed Fee based engagement.
SCOPE OF SERVICES
Accela will provide services to the Agency for migrating the Accela on -premise instance, to the Accela Cloud
based on the materials provided by the Agency in the SaaS Migration Assessment Report (see Appendix B).
• Import/upgrade of MS SQL DBs (up to 3 environments: Support, Test, Production)
• Assistance migrating the following specific interfaces:
o GIS (including load of APO data)
■ GIS and APO data may be updated to ensure integrity with data in GIS
o Credit Card Payment Adapter (ACI)
o OpenCities Wayfinder
o Velosimo/ EPR
• Migration of up to 275 SSRS reports
• Upgrade of EMSE scripts to version 3.0
• Assist in integrating Azure SSO
• Up to 100 hour of issue resolution and testing assistance during UAT
• Go live planning and cutover assistance
• Post go live support for 2 weeks
Products
The following Accela products are in scope for this Project:
• Accela Automation
o Accela Insights
• Accela Citizen Access
• Accela GIS
• Accela Mobile
PROJECT MANAGEMENT AND OVERSIGHT
Accela shall perform ongoing project management services in conjunction with the Agency project
manager throughout the project in order to plan and monitor execution of the project in accordance with
the activities outlined in the Statement of Work.
Statement of Work Page 4 of 12
Proprietary and Confidential
Accela
Accela Project Management Responsibilities:
Provide overall Accela project management support throughout implementation, included:
• Project document management via SharePointDesignate single point of contact Project Manager
• Participate in project status meetings with Agency and Client stakeholders to review the projects
status, risks, issues, change requests, as needed to review Accela tasks and status
• Conduct weekly plan review with Agency Project Manager to include:
o Complete, in progress, and pending items
o Open action items
o Upcoming deliverables and project milestones
• Weekly project status meeting
• Facilitate executive project oversight and quality assurance
o Support for monthly meetings with executive leadership
Weld County Project Management Responsibilities
• Plan project status meetings, coordinate scheduling with Accela Project Manager and
schedule necessary meetings.
• Monitor timelines, deliverables, invoices, budget and project team resources
• Assist with correspondence related to analysis, remediation, deployment and go live.
• Conduct User Acceptance Testing with App Analyst Admins, Subject Matter Experts and
stakeholders
WORK DESCRIPTION
Accela will perform a migration of the customer's on -premise Accela environments using MS SQL (up to 3
environments: Support, Test, Production) to the Accela SaaS platform.
Steps:
1. Customer provides an updated backup of the MS SQL databases for the environments to be
migrated
2. Accela to perform the database migration (Accela, Jetspeed, AGIS, AMO, and ADS databases as
requ red) into conversion environment:
a. Copy database to Accela site
b. Execute preparation and remediation scripts; drop any custom objects
c. Import data from the MS SQL DB into Accela SaaS SQL instance
a. Note: inactive modules will be migrated as needed
3. Acce a to execute validation scripts to confirm the schema
4. Accela to provision tenant instance in Accela SaaS
o Database is copied from the conversion environment to the destination non -production
environment (nonprodl)
S. Accela to update environment specific data in the databases
6. Accela to start Accela services and validate the system is functional i.e. login, search, create
records, etc.
7. Accela to execute automated test tool to ensure proper system functionality
8. Customer performs migration validation in the nonprodl environment
c Confirm that configuration was imported successfully
c Confirm that transaction data was imported successfully
9. Accela to remediate any data issues that found from the migration
Statement of Work Page 5 of 12
Proprietary and Confidential
M Accela
o GIS object and APO data will be updated as needed to facilitate mapping of associated
features in GIS. Upon completion, users will be able to view permit data in AGIS or as
part of the GIS tab in back office and on Citizen Access. Additionally, all inspections need
to continue to be displayed as part of Accela GIS. Permit data will include current, future,
and legacy data. Map button will display data appropriately. When a user selects a
parcel on the map show all available permit information. Additionally, a user will be able
to create a new application from the map. GIS parcel features will also properly be
displayed in "Insights" and mobile applications. Parcel genealogy summary information
will populate appropriately.
o The following tables will be reviewed for data consistency with regard to primary key
fields such as parcel number, account number, and variations thereof. Accela will resolve
identified impact data conflicts in the following tables as part of this effort:
■ L3ADDRESS
• L3PARCEL
• L3OWNER
■ B3ADDRESS
• B3PARCEL
• B3OWNER
• XPAROWNR
• XPARADDR
• AGIS_OBJECT
S_O BJ E CT
• AGIS_OBJECTENT
• GENEALOGY
• G E N_TRAN_D ETAI L
• L3APO_ATTRIBUTE
• RAPO_ATTRIBUTE_TEMPLATE
• B3APO_ATTRIBUTE
• L3PARCEL_DISTRICT
10. B3PARCEL_DISTRICTAccela to provide the customer with a backup of the revised SQL DB
11. Accela to upgrade script configuration to EMSE 3.0 framework
o Update events to use EMSE 3.0 Master Scripts
o Convert EMSE code in standard choices to script files
o Update all scripts
o Update custom include
12. Accela to migrate and Test integrations
o Repoint service endpoints to new URLs
o Adjust firewall rules and network topologies as necessary
o Update interface EMSE scripting dependences for Azure compatibility
o Facilitate customer testing and remediate any issues found resulting from migration
13. Accela will implement synchronization of Address, Parcel, and Owner (APO) data from GIS. Data
will be synchronized by a nightly batch process.
o The agency will publish map services in ArcGIS server to support the APO synchronization
process. Services must include all APO data to be synchronized to Accela; addresses
must have a unique ID; address and parcel features must have a "last modified date"
field that can be used to identify features for synchronization.
14. Accela to migrate and update SSRS reports (maximum of 275)
o Import reports into the Accela SaaS environment
Statement of Work Page 6 of 12
Proprietary and Confidential
Accela
Update reports to remove dependencies on custom objects (stored procedures,
functions)
o Facilitate customer testing and remediate any issues found resulting from migration
15. Accela to validate Ad Hoc reports
o Verify functionality, as Ad Hoc reports are not currently in use on -premise.
O Remove dependencies on custom views where possible
o Convert to SSRS as needed (note: custom database views are not permitted in Accela
SaaS
16. Customer conducts User Acceptance Testing (UAT) in the nonprodl environment
o Weld county will execute their test plans and log issues in Sharepoint
■ Testing is estimated to last 4-6 weeks
o Accela will provide up to 100 hours of testing support and issue resolution assistance
17. Accela and Customer will collaborate to develop go live plan
18. Final go-live/roll back decision
19. Execute go live plan
UAT Go Live
Email transition
20. Post Go Live Support
a Regular meetings to triage and resolve issues
c� Accela will provide staff from the project team to resolve any migration related issues
o Customer will provide technical staff to resolve any migration related issues in interfacing
systems.
21. Deployment of nonprodl environment using the production DB
OUT OF SCOPE
Any Coding, conversion or additional services not specifically described in this document is the
responsibility of Agency.
PROJECT ASSUMPTIONS
GENERAL PROJECT ASSUMPTIONS
• Agency will provide the necessary data, files, and other specified inputs to perform the work
described in this agreement. These items will be uploaded to secure Azure storage by the
customer. Failure to provide these items in a timely fashion will result in a project delay. Such a
delay will result in a Change Order.
• Agercy will ensure that Accela resources have access to a Dev or Test version of the 3rd party
systems for interface development. All interfaces will be developed against 1 (one), agreed upon
version of the 3rd party system.
• Agency will provide source code for relevant interfaces in scope. If source code is unavailable, then
the project may be delayed or addition cost may result from the re -development of a new
interface.
• The agency will continue to host any custom interfaces on their infrastructure. Interface hosting
is not included in the Accela SaaS license agreement.
• The agency will be responsible for providing historic parcel genealogy data.
Statement of Work Page 7 of 12
Proprietary and Confidential
Accela
PROJECT TIMELINE
The project is estimated to take 22 weeks. The projected start date for the Project is forty-five (45) calendar
days after mutual acceptance and signature of this SOW.
PROJECT COMPLETION
Upon completion of the project plan and deliverables in this document, the agreement for the migration
to SaaS will be closed, but the subscription services agreement for SaaS hosting will remain in effect
according to the terms defined therein.
PROJECTS PUT ON HOLD
It is understood that sometimes Agency priorities are revised requiring the Agency to place the Accela
implementation on hold. The Agency must send a formal written request sent to Accela to put the project
on hold. Delays of 2 weeks or more that have a tangible impact to Accela's resource plan are subject to
change order.
If an Agency -based delay puts the project on hold for more than 90 days, Accela reserves the right to
terminate the contract and negotiate new terms. If an Agency -based delay puts the project on hold past
the termination period, Accela reserves the right to terminate the contract at the time of the delay. After
that time, Accela can choose to cancel the rest of the Statement of Work. To finish the project will require
a new Statement of Work at new pricing.
PAYMENT TERMS
Accela will perform the Services and receive payment based upon the delivery milestones detailed below.
The Fixed -Fee price is based on the information available at the time of signing and the assumptions,
dependencies and constraints, and roles and responsibilities of the Parties, as stated in this SOW. Invoices
will be sent out after the completion of the payment milestones detailed below.
DELIVERABLES AND PAYMENT MILESTONES
When the project is initiated, an initial payment of $81,500 will be due. Subsequently, payment will be
due at the completion of the deliverable milestones and upon the written acceptance of the Agency
(unless Agency notifies Accela of a lack of acceptance, acceptance shall automatically occur in 30 days):
1. The first deliverable includes the completion of a non -production environment to support user
acceptance testing. This environment will include the reports, interfaces, and script remediations
required for the SaaS environment. Upon delivery of the environment, payment will then be due
in the amount of $32,600.
2. The second deliverable is the completion of production environment and execution of the go live
plan. Once the SaaS system is in production use, payment will then be due in the amount of
$32,600.
3. The third deliverable production support. Accela will provide two weeks of enhanced support for
the production environment at go live. At the conclusion of two weeks, payment will then be
due in the amount of $16,300.
Statement of Work Page 8 of 12
Proprietary and Confidential
Accela
Summary
of Milestone
Payments
Price
Contract
Signing
$ 81,500
Deliverable
1 - Testing
Environment
$ 32,600
Deliverable
2 —
Production
Deployment
$ 32,600
Deliverable
3 — Post
Go
Live Support
$ 16,300
TOTAL
SERVICES
COST
$ 163,000
EXPENSES
There is no provision for travel expenses or travel time in this SOW because Agency does not need any
onsite resources. Travel to the Agency will not be conducted unless a Change Order, inclusive of travel
expense terms and conditions, is signed prior to travel commencing to cover the cost of the travel.
CONTRACT SUM
The total estimated amount payable under this SOW, as calculated from the above -mentioned fees, is
Tnis estimated price is based on the information available at time of signing and the
assumptions., dependencies and constraints, and roles and responsibilities of the Parties, as stated in this
SOW.
$163,000
ADMINISTRATION
CHANGE ORDERS
In order to make a change to the scope of Professional Services in this SOW, and subject to the Disclaimers
below, Agency must submit a written request to Accela specifying the proposed changes in detail. Accela
will submit to Agency an estimate of the charges and the anticipated changes in the delivery schedule that
will result from the proposed change in the Professional Services Change Order. Accela will continue
performing the Professional Services in accordance with the SOW until the parties agree in writing on the
change in scope of work, scheduling, and fees therefore. Any Change Order will be agreed to by the parties
in writing prior to implementation of the Change Order. If Accela's effort changes due to changes in timing,
roles, responsibilities, assumptions, scope, etc. or if additional support hours are required, a change order
will be created that details these changes, and impact to project and cost (if any). Any change order will
be signed by Accela and Agency prior to commencing any activities defined in the change order. Standard
blended rate for Accela resources is $250 per hour. The Change Order Template is attached hereto as
Appendix A.
EXPIRATION
The scope and terms of this SOW must be executed within sixty (60) calendar days of the date of this
SOW. If the SOW is not executed, the current scope and terms can be renegotiated.
DISCLAIMERS
Accela makes no warranties in respect of the Services described in this SOW except as set out in the
Consulting Services Agreement. Any configuration of or modification to the Product that can be
consistently supported by Accela via APIs, does not require direct database changes and is capable of being
tested and maintained by Accela will be considered a "Supported Modification". Accela's obligations and
warranties in respect of its Services, Products, and maintenance and support, as set out the agreement
Statement of Work Page 9 of 12
Proprietary and Confidential
M Accela
between Accela and Agency, does not extend outside the Supported Modifications or to any Agency
manipulation of implemented scripts, reports, interfaces and adaptors.
In the event Agency requires significant changes to this SOW (including cumulative revisions across any
one or more Change Orders) which Accela reasonably determines (a) is a material modification of the
nature or scope of Services as initially contemplated by the Parties under this SOW and/or (b) is significantly
outside the Supported Modifications, Accela may, upon no less than thirty (30) days' notice to Agency,
suspend or terminate this SOW and/or any Change Order issued hereunder. In the event of any such
termination or suspension, the parties will work together in finalizing agreed -upon Deliverables.
Statement of Work Page 10 of 12
Proprietary and Confidential
Accela
SIGNATURES
This Statement of Work is agreed to by the parties and made effective upon the date of last signature. If
undated by Agency, the effective date will be as of the Accela signature hereto.
ACCELA, INC.
DocuSigned by:
acOrtitA, fkalytinti
krthiltst2Ft1291gffature
Aaron Haggarty
Name - Type or Print
chief Legal officer
Title
2/23/2023
Date
i
DocuSigned by:
fw----'n
EF,A651801A05430
Mi ke Freeman
chai r
3/1/2023
IN TNESS WHEREOF, the parties hereto have signed this Agreement this day of
2023.
CONTRACTOR.
By:
Name:
Title:
ATTEST:
Weld County Clejk-o the Board
BY:
Dpp y Clerk to the Board
Date:
BOARD OF COU Y COMMISSIONERS
WELD COUNTY, COLORADO
Mike Freeman, Chair
Statement of Work
Proprietary and Confidential
M Acceta
APPENDIX A: CHANGE ORDER FORM
Agency:
Project Code:
Contract ID:
Initiating Department:
Initiated By:
CO #:
Date:
A. PROJECT CHANGE DESCRIPTION/TASK SUMMARY:
1. [Description of Change #1 — Issue details/scope impact, add as many as needed]
• Schedule impact:
• Resource impact:
• Cost impact:
2. Etc.
Total Project Schedule Impact: [Enter]
Total Project Resource Impact: [Enter]
Total Project Cost Impact: [Enter]
B. BILLING TERMS:
Please describe the method by which Accela may bill the customer. Typically for CO's this is T&M.
C. EXPIRATION:
If this is a CO for a bucket of T&M hours there needs to be an expiration date
SIGNATURE AND ACCEPTANCE
The above Services will be performed in accordance with this Change Order/Work Authorization and the provisions
of the Contract for the purchase, modification, and maintenance of the Accela systems. The approval of this Change
Order will act as a Work Authorization for Accela and/or Agency to perform work in accordance with this Change
Order, including any new payment terms identified in this Change Order. This Change Order takes precedent and
supersedes all other documents and discussions regarding this subject matter.
Accepted
By:
Accepted
Accela,
Inc.
By:
By:
By:
Print
Name:
Print
Name:
Title:
Title:
Date:
Date:
Statement of Work
Proprietary and Confidential
Page 12 of 12
020,23 -otc. O
Contract Form
Reque
Ala
Contract ID
6708
Parent Contract ID
ACCELA SAAS MIGRATION
Contract Status
CTB REVIEW
Contract Lead
NWONDER
Contract Lead Email
nwonder@co.weld.co.us
Requires Board Approval
YES
Department Project #
WELD -3448
Contract Description
THIS AGREEMENT IS TO MIGRATE ARCHITECTURE TO ACCELA SAAS, REPLACING THE ON -PREMISE SERVERS AND DATABASES.
THE ATTACHED AGREEMENT IS FOR IMPLEMENTATION AND SERVICES COSTS FOR $163,000.
Contract Description 2
THE EXPENDITURE WAS APPROVED IN THE 2023 BUDGET FOR PROJECT WELD -1448.
Contract Type.
AGREEMENT
Amount
$163,000.00
Renewable
NO
Automatic Renewal
NO
Grant
Department
INFORMATION
TECHNOLOGY-GIS
Department Email
CM -
I nformationTechnol ogyGI SO
weldgov.carn
Department Head Email
CM -
I n formationTec h nol ogyGI S-
DeptHeadvel dgov. co m
County Attorney
GENERAL COUNTY
ATTORNEY EMAIL
County Attorney Email
CM-
COUNTYATTORNEY@WELDG
OV.COM
Requested BOCC Agenda
Date
02/271`.2023
Due Date
02/23/2023
Will a work session with BOCC be required?*
NO
Does Contract require Purchasing Dept. to be included?
NO
If this is a renewal enter previous Contract ID
If this is part of a MSA enter MSA Contract ID
Note: the Previous Contract Number and Master Services Agreement Number should be left blank if those contracts are not in
OnBase
Effective Date
03/01/2023
Termination. Notice Period
JASON HARGROVE
PRIMARY
JHARGROVE@ACCELA.COM
970-381-4093
Rio
Purchasing Approver
CONSENT
rat Process
Department Head
RYAN ROSE
DH Approved Date
02/23/2023
Flnl Apps
BOCC Approved
BOCC Signed Date
BOCC Agenda Date
03/01/2023
Originator
NWONDER
Review Date.
03/01/2024
Committed Delivery Date
Finance Approver
CONSENT
Renewal Date
Expiration Date*
03/01/2024
Purchasing Approved Date
02/23/2023
Finance Approved Date
02/23/2023
Tyler Ref #
AG 030123
Legal Counsel
CONSENT
Legal Counsel Approved Date
02/23/2023
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