HomeMy WebLinkAbout20191567.tiffIgailifliaMOWAMIIMMMIMMMAYMmemmin
MEMOR
TO: Esther Gesick, Clerk to the Board April 18, 2019
FROM: Ryan Rose, Chief Information Officer;
SUBJECT: Accela, Inc. Annual Maintenance Agreement
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Accela, Inc. provides software to Weld County. The software is used by Public
Works, EHS, and Building & Planning departments to manage their daily tasks. The
'lathed af• reement between the o rd Of Csunty Commissioners and Accela, Inc.
is for the annual maintenance renewal for theft software. The requested amount is
$101,534.99 for the maintenance. The cost was budgeted for in the 2019 budget
process.
We ask that the OCC approve the agreement as submitted.
1
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2019-1567
Tr000?
BOARD OF COUNTY COMMISSIONERS
PASS -AROUND REVIEW
PASS -AROUND TITLE: Accela, Inc. Support Renewal
DEPARTMENT: Information Technology
PERSON REQUESTING: Ryan Rose
DATE: 4/1/19
Brief description of the problem/issue:
Accela, Inc. provides software to Weld County for Public Works, Planning & Zoning, Building, and
Environmental Health department functions. The software is used by these departments to help manage their
daily functions.
This agreement is to extend the support for the Accela system used by these departments. The requested
amount is $101,534.99.
What options exist for the Board? (include consequences, impacts, costs, etc. of options):
This provider specializes in selling and supporting this software which will be utilized by the Public Works,
Planning & Zoning, Building, and Environmental Health departments to conduct their daily business.
Recommendation:
The agreement was reviewed by Legal and the requested amount was budgeted for in the 2019 budget. It is
recommended that the BOCC approve the agreement for the above specified amount.
Sean P. Conway
Mike Freeman, Pro-Tem
Scott K. James
Barbara Kirkmeyer, Chair
Steve Moreno
AoDrove
Schedule
Recommendation Work Session
Other/Comments:
ACCELA MASTER LICENSING AGREEMENT
This Master Licensing Agreement ("MLA") is entered into by and between Accela, Inc. a
California corporation with a principal place of business at 2633 Camino Ramon, Suite 500,
Bishop Ranch, San Ramon, California 94583 ("Accela") and Customer identified on the Order
("Customer").
Purchase or use of the Software (defined below) is subject to this Accela On -Premise Software
License & Support Agreement (this "Agreement"), including the Addendum attached hereto.
This Agreement shall become effective as of the last date of signature (the "Effective Date").
1. Software License and Proprietary Rights
1.1. License Grant Accela retains full ownership in the Accela software products
("Software") purchased by Customer under this Agreement, as listed in Customer's order
form to which this Agreement is incorporated and related Documentation (means
Accela's then -current technical and functional documentation for the Software as made
generally available by Accela) and any other programming provided by Accela
(regardless of its form). Accela grants to Customer a limited, nonexclusive,
nontransferable, non-sublicensable right and license. to use the Software and
Documentation for internal business purposes only during the License Term and for the
quantity of units as designated in the ordering document(s) ("Order Form") to
purchase the Software and the Documentation. Each Order Form will form part of this
Agreement. The Software will be delivered or made available to Customer for electronic
download from Accela's File Transfer Protocol ("FTP") site. For purposes hereof, the
"License Term" begins on the date Accela delivers the Software license keys to the
Customer and extends for the period specified in the applicable Order Form (unless
earlier terminated in accordance with this Agreement). 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.
1.2. Retraces ns on Use., Except as otherwise expressly provided in this Agreement,
Customer shall not (and shall not permit any third party to):
(a) Sublicense, sell, resell, transfer, assign, distribute, share, lease, make any external
commercial use of, outsource, use on a timeshare or service bureau basis, or use
in an application service provider or managed service provider environment, or
otherwise generate income from software;
(b) obscure, alter, or remove any confidentiality or proprietary rights notices contained
in the Software or any Documentation related thereto;
(c) cause the decompiling, disassembly, or reverse engineering of any portion of
Software, or attempt to discover any source code or other operational mechanisms
of the Software, unless and then only to the extent expressly permitted by applicable
law without consent;
(d) modify, adapt, translate or create derivative works based on all or any part of the
Software;
(e) use any Software or Documentation in violation of any applicable laws and
regulations; or
(f) use the Software or Documentation to (1) store, download or transmit infringing,
libelous, or otherwise unlawful or tortious material, or malicious code or maiware, or
0.7.04 /.9-457O7
(2) engage in phishing, spamming, denial -of -service attacks or other fraudulent or
criminal activity, (3) interfere with or disrupt the integrity or performance of third party
systems, or the Software or data contained therein, or (4) attempt to gain
unauthorized access to the Software.
1.3. proortetary Rights Accela shall retain alt intellectual property rights in and to the
Software and Documentation, and any improvements, design contributions, updates, or
derivative works thereto, and any knowledge or processes related thereto and/or provided
hereunder. Customer acknowledges that the rights granted under this Agreement, as
they pertain to Maintenance and Support and to the Software license, do not provide
Customer with title to or ownership of the Software.
1.4. 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 exceeds its
licensed allowance, Customer agrees to pay all costs of its overuse, retroactive to the
date of non-compliance, based on Accela's (or its authorized partner's) then -current
pricing. Any assessed costs for overuse will be due and payable by Customer upon
assessment. Customer agrees that Accela's assessment of overuse costs pursuant to
this section 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.
2. Maintenance and Support. "Support" is defined as Accela's obligations to respond to
support requests as described in Exhibit A. "Maintenance" is defined as Accela's obligations
related to error resolution, bug fixes, and the provision of Software updates and upgrades made
generally commercially available to Accela in its sole discretion, as all described in Exhibit A
("Update"). All Updates will be delivered or made available to Customer for electronic download
from Accela's FTP site or via such other delivery method as agreed to by the Parties in writing.
Subject to the Customer's payment of the fees set forth in the applicable Order Form(s), Accela
will provide Maintenance and Support for the Software, including security updates for the
components whose source code is owned and managed by Accela, the customer is responsible
for obtaining the updates and maintaining the security of supporting infrastructure such as
networking gear, application servers, data bases, and operating systems etc. For time -limited
licenses of the Software (as set forth in the Order Form, "Term License"), the fees for Maintenance
and Support are included in the fees for the Software. For Perpetual licenses, (i) Accela shall
invoice Customer the applicable fees for Maintenance and Support ("Maintenance and Support
Fees") upon execution of the Order Form, and (ii) subject to payment of the Maintenance and
Support Fees, Accela will provide Support for the Maintenance and Support period set forth in the
Order Form, as it may be renewed (the "Maintenance and Support Term). If Maintenance and
Support terminates with respect to any perpetual licenses and the Customer is in good standing
under this Agreement, the Customer may reinstate Maintenance and Support on payment of the
cumulative Maintenance and Support Fees applicable for the period during which Maintenance
and Support lapsed, plus Maintenance and Support Fees for the reinstated Maintenance and
Support Term. Notwithstanding anything herein to the contrary, if Customer receives Support from
an authorized partner of Accela ("Partner"), then the support terms agreed upon by Customer and
2 V09052018
such Partner shall govern in lieu of those set forth in Exhibit A, and Accela shall have no support
obligations to Customer.
2.1. Support Commitment. Accela will commence and complete the Support Services
described in this Agreement in a good and workmanlike manner, consistent with the practices
and standards of care generally -accepted within and expected of Accela's industry, to ensure that
the operation of the maintained software products does not materially differ from documented
specifications, available at https://accela.box.com/SoftwareSpecs (which URL and content may be
updated by Accela from time to time) ("Specifications"). Accela may make repeated efforts within
a reasonable time period to resolve maintenance requests. When a maintenance request cannot
be resolved, Customer's exclusive remedy will be repair or replacement, as determined by Accela.
3. Payment Terms
3.1. Pricing. Customer will be invoiced for those amounts and at those prices set forth
in an Order Form (an "Invoice"). Fees do not include any configuration of the Software (nor support
for any such customizations, unless otherwise agreed in writing). If Customer's usage of the
Software is in excess of those amounts set forth in the Order Form, Customer may be billed for
those overages. Customer acknowledges that purchases under this Agreement are neither co
ntingent on the delivery of any future functionality or features nor dependent on any oral or written
public comments made by Accela regarding future functionality or features.
3.2. Payments. Customer shall pay Invoices within thirty (30) days of the invoice date
(the "Invoice Due Date"). All payment obligations are non -cancelable and all amounts paid are
non-refundable, except for amounts paid in error that are not actually due under this Agreement.
The fees paid by Customer are exclusive of all taxes, levies, or duties imposed by taxing
authorities, if any, and Customer shall be responsible for payment of all such taxes, levies, or
duties, excluding taxes based on Accela's income. Accela shall have no responsibility for any
Invoices that are not received due to inaccurate or missing information provided by Customer.
Customer shall pay interest on all payments not received by the Invoice Due Date at a rate of one
and a half percent (1.5%) per month or the maximum amount allowed by law, whichever is lesser.
All amounts due under this Agreement shall be paid by Customer in full without any set-off,
counterclaim, deduction or withholding ( other than any deduction or withholding of tax as
required by law). Following notice, Accela shall be entitled to suspend Customer's access to
the Software if payments are not received within thirty (30) days of the Invoice Due Date.
Notwithstanding anything herein to the contrary, if Customer makes its payments pursuant
to this Agreement to a Partner, then the payment terms agreed by Customer and such
Partner shall govern to the extent anything in this Section 3 conflicts with such Partner
payment terms.
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.
"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
3 V09052018
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.
4.2. Notwithstanding the foregoing, 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 MLA or Disclosing Party's intellectual
property rights; (c) 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; (d) information which is subpoenaed by governmental or judicial authority; and
(e) information subject to disclosure pursuant to a state's public records laws.
4.3. Confidentiality Tern'!. 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
MLA ("Confidentiality Term").
4.4. 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 mannai not inconsistent with
applicable laws, to protect the Confidential Information to the fullest extent possible.
4.5. Eauitable Relief. The Receiving Party acknowledges that unauthorized disclosure
of the Disclosing Party's Confidential Information could cause substantial harm to the Disclosing
Party for which damages alone might not be a sufficient remedy and, therefore, that upon any
such disclosure by the Receiving Party, the Disclosing Party will be entitled to seek appropriate
equitable relief in addition to whatever other remedies it might have at law or equity
4.6. Publicity. During the term of this MLA, 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. Term and Termination
5.1. Term. The term of this Agreement begins on the Effective Date and will remain in
4 V09052018
effect until all Term Licenses (and Maintenance and Support Terms, if applicable) expire or until
this Agreement is otherwise terminated in accordance with the terms hereof, whichever occurs
first (the 'Term"). This Agreement may be renewed at any time by execution of an Order Form
referencing this Agreement, and any such renewal will be deemed part of the "Term" hereunder.
5.2. Termination; Accela or Customer may terminate if the other party materially
breaches this Agreement and, after receiving a written notice describing the circumstances of the
default, fails to correct the breach within thirty (30) calendar days. Accela may immediately
terminate this Agreement and/or Customer's license to the Software upon Customer's breath of
Section 1.2. Either party may also terminate this Agreement upon written notice if the other party
suspends payment of its debts or experiences any other insolvency or bankruptcy type event.
5.3. Effectof Termination, Upon expiration or termination of this Agreement for any
reason, (i) with respect to Term Licenses, all rights granted to Customer shall terminate and
Customer shall destroy any copies of the Software and related Documentation within Customer's
possession and control; (ii) with respect to perpetual licenses, these will survive termination of
this Agreement unless Accela terminates the Agreement for Customer's breach of this Agreement
in which case all rights granted to Customer shall terminate and Customer shall destroy any
copies of the Software and related Documentation within Customer's possession and control; and
(iii) each Receiving Party will return or destroy, at the Disclosing Party's option, the Disclosing
Party's Confidential Information in the Receiving Party's possession or control.
5.4. Accela may terminate this Agreement in the event the Software is phased out across
Accela's customer base. In such event, Accela will provide Customer sufficient advance notice
and the parties will mutually agree to a migration plan for converting Customer to another
Accela generally -available offering with comparable functionality.
5.5. Survival, All fees that have accrued as of such expiration or termination, and Sections
1, 2, 3, 4, 5, 6.3, 7, and 8, will survive any expiration or termination hereof.
6. Warranties and Disclaimers
6.1 Limited Warranty. Accela warrants that during the first thirty (30) days following the date
the Software is purchased, the Software will, in all material respects, conform to the
functionality described in the then -current Specifications for the applicable Software
version. Accela's sole and exclusive obligation, and Customer's sole and exclusive
remedy, for a breach of this warranty shall be that Accela shall be required to use
commercially reasonable efforts to repair or replace the Software to conform in all
material respects to the Specifications, and if Accela is unable to materially restore such
functionality within thirty (30) days from the date of written notice of such breach,
Customer shall be entitled to terminate the license to the affected Software upon written
notice.. Customer must notify Accela in writing of any warranty breaches within such
warranty period, and Customer must have installed and configured the Software in
accordance with the Specifications to be eligible for the foregoing remedy
6.2. Warranty fNon-infringement" Accela warrants that it has full power and authority to
grant the Software license set out in Section 1.1 and that, as of the effective date of this
Agreement, the Software does not infringe 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.
5 V09052018
6.3. Warranty Disclaimer. EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION 6, ALL
SOFTWARE AND MAINTENANCE AND SUPPORT ARE PROVIDED AS IS" AND
ACCELA AND ITS SUPPLIERS EXPRESSLY DISCLAIM ANY AND ALL OTHER
REPRESENTATIONS AND WARRANTIES, EITHER EXPRESS, IMPLIED,
STATUTORY, OR OTHERWISE WITH RESPECT THERETO, INCLUDING ANY
IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE, OR THE CONTINUOUS, UNINTERRUPTED, ERROR -FREE, VIRUS -
FREE, OR SECURE ACCESS TO OR OPERATION OF THE SOFTWARE. ACCELA
EXPRESSLY DISCLAIMS ANY WARRANTY AS TO THE ACCURACY OR
COMPLETENESS OF ANY INFORMATION OR DATA ACCESSED OR USED IN
CONNECTION WITH THE SOFTWARE OR MAINTENANCE AND SUPPORT OR
THAT THE SOFTWARE WILL BE COMPATIBLE OR WORK WITH ANY CUSTOMER
OR THIRD -PARTY SOFTWARE OR HARDWARE.
7. RESERVED
6 V09052018
8. LIMITATION OF LIABILITY. The limits below will not apply to the extent prohibited by
applicable law.
8.1. IN NO EVENT WILL ACCELA'S AGGREGATE LIABILITY TO CUSTOMER OR ANY
THIRD PARTY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR
FROM THE USE OF OR INABILITY TO USE THE SOFTWARE, WHETHER IN
CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED THE
TOTAL AMOUNT PAID BY CUSTOMER IN THE TWELVE (12) MONTH PERIOD
PRECEDING THE INCIDENT. THESE LIMITATIONS SHALL APPLY
NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY.
8.2. NEITHER ACCELA NOR ANY OTHER PERSON OR ENTITY INVOLVED IN
CREATING, PRODUCING, OR DELIVERING THE SOFTWARE WILL BE LIABLE FOR
ANY INCIDENTAL, SPECIAL, PUNITIVE 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
SOFTWARE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING
NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY.
9. Third Party Services
Customer may choose to obtain products and services that are provided or supported by third
parties ("Third -Party Services") for use with the Software. Third -Party Services are provided
pursuant to the terms of the applicable third -party license or separate agreement between the
licensor or provider of the Third -Party Services and Customer, and Accela assumes no
responsibility for, and specifically disclaims any liability or obligation with respect to, any Third
Party Services, Further, Accela will not be responsible to the extent failure of the Software to
operate as warranted is caused by or results from: (i) any modification to the Software not
previously approved by Accela; (ii) combination, operation or use of the Software with Customer's
or a third party's applications, software or systems; (iii) abuse, willful misconduct or negligence by
anyone other than Accela orAccela's designee; (iv) use of the Software other than in accordance
with the terms of this Agreement and/or the applicable Specifications and Accela documentation
or (v) any of the exclusions indicated in Exhibit A.
10. Other Terms and Conditions
10.1. Dispute Resolution This Agreement is governed by the laws of the State of
Colorado.
7 V09052018
10.2. a grime Accela may assign it s rights and obligations hereunder for purposes
of financing or pursuant to corporate transactions involving the sale of all or substantially =_lI of its
stock or assets.
10.3, arigire
.: 0 r e This Agreement shall govern each Order Forme s ks
qu Cation, proposal, purchase order? or other ordering document that references this Agreement.
The parks expressly disclaim any alternate terms and conditions accompanying drafts and/or
purchase orders.
10_4. r i ...w, _„ AfrepOrnent If any particular provision of this Agreement i
determined to Pe invalid or unenforceable, that determination will not affect the other provisions
of this Agreement, which will be construed in all respects as if the invalid or unenforceable
provision were omitted_ No extension, modification, or amendment of this greement will be
effective unless it is described in writing and signed by the Parties,
IN WIT - WHEREOF, the pales hereto have executed this as of the dates listed below.
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8 V09052018
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EXHIBIT A
ACCELA SOFTWARE SUPPORT POLICY
(ON -PREMISE)
(1) Legacy Releases: Accela provides Maintenance and Suppor for each version of the Software for a
period of twelve (12) months after the generally available release of the next major version of the
Software (a major release is a change in the first number to the right of the decimal point). For
example, if version 6.1 is released on January 1, 2017, then Accela will provide Maintenance and
Support for version 6.0 until January 1, 2018. Accela does not provide Maintenance or Support for
any customized Software (or components thereof).
(2) Support Services. In support of the Accela Software, Accela will provide Customer with the
following first line support:
a. T. • ne Suwon, Accela's Customer Resource Center (CRC), a live technical support
facility, will be available to Customer from 4:00a.m. until 6:00p.m. Pacific time Monday
through Friday, excluding Accela's observed holidays.
b. Emalt$yp,, One or more Accela electronic mail addresses to which Customer may
submit routine or non -critical support requests. Email Support Requests will be addressed by
Accela during Its regular business hours of 4:00 a.m. until 6:00 p.m. Pacific time Monday
through Friday.
c. Online Support Materials. Accela will make available to Customer certain archived client -side
software updates and other technical information in Accela's online support databases. This
Online Support will be continuously available to Customers.
(3) UpgradelDowngrade of Severity Level. If, during the Support Request process, the issue either
warrants assignment of a higher severity level than currently assigned or no longer warrants the
severity level currently assigned based on its current impact on the production operation of the SaaS
offering, then the severity level will be upgraded or downgraded accordingly to the severity level that
most appropriately reflects its current impact.
(4) Customer Obligations. As required, Customer will provide Accela or its authorized partner with
appropriate access to Customer's facilities, data systems, and other resources. If security
restrictions impair such access, Customer acknowledges that some Support Services hereunder may
not be provided to Customer. It Is Customer's sole responsibility to maintain current backup copies
of its data and of its implementation of the Software. If Customer's failure to create proper backups
substantially increases the difficulties of any remedial actions by Accela hereunder, Accela reserves
the right to charge Customer for any extra work reasonably -attributable to such increased difficulty,
as calculated at Accela's then -current time -and -materials rates.
(5) Third Party Product Support. if any third -party software is supplied by Accela, Accela disclaims all
support obligations for such third party software, unless expressly specified by Accela in Customer's
Agreement.
(6) Exclusions. The following Support Exclusions are not covered by this Support Policy, however they
may be separately available at rates and onterms which may vary from those described herein:
a. Services required due to misuse of the Accela-maintained Software;
b. Services required due to Software data loss by fault of Customer or 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;
Accela On -Premise Software License & Support Agreement Page g
Form Approved by Legal (v007092018)
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 due to the operation of interfaces between the Accela-maintained Software
and other software products or systems, even where such interfaces were provided or
implemented by Accela;
f. Services required to resolve or work -around conditions which cannot be reproduced in Accela's
support environment;
g. Services which relate to tasks other than maintenance and support of Customer's existing
implementation and configuration of the Accela-maintained software products including, but
not necessarily limited to, enhancing or adapting such products for specific operating
environments;
h. Services requested by Customer to implement software updates provided by Accela pursuant
to this Agreement; and
I. New or additional applications, modules, or functionality released by Accela during the term of
this Agreement.
Accela On -Premise Software License S Support Agreement Page 10
Form Approved by Legal 1v0070920181
EXHIBIT B
SERVICE LEVEL AGREEMENT
Silver
This Silver Support SLA ("SLA") is issued under and subject to additional conditions and limitations as set
out in the Agreement by and between Accela and Customer.
The following issues, response goals, and resolution goals are applicable to support services for Accela
supported products functioning in Customer's production environment (the "Supported Products") and is
not applicable to any other Accela software, services or environments. Any references to "business day"
are exclusive of the U.S. federal and state holidays observed by Accela.
Priority
Definition
Response Goal
Resolution Goal
Critical Severity Issue
(Priority 1)
Supported Product
is non-functional or
seriously affected
and there is no
reasonable
workaround
available (e.g.
business is halted).
Confirmation of receipt
within one (1)
business hour.
Update as information
arrives or at the
interval specified by
Customer.
Upon confirmation of receipt,
Accela will put forth our best
effort to provide a
workaround, fix, or estimated
completion date within
seventy-two (72) hours after
the problem has been
diagnosed and/or replicated.
High Severity Issue
(Priority 2)
Supported Product
is affected and
there is no
workaround
available or the
workaround is
impractical (e.g.
Supported Product
response is very
slow, day to day
operations continue
but are impacted by
the work around).
Confirmation of receipt
within four (4)
business hours.
Accela will put forth our best
effort to provide a workaround
or fix or estimated completion
date within fourteen (14)
business days after the
problem has been diagnosed
and/or replicated.
Medium Severity
issue
(Priority 3)
Support Product is
non-functional
however a
convenient
workaround exists
(e.g. non -critical
feature is
unavailable or
requires additional
user intervention).
Confirmation of receipt
within eight (8)
business hours.
Accela will put forth our best
effort to provide a workaround
or fix or estimated completion
date within twenty-one (21)
business days after the
problem has been diagnosed
and/or replicated.
Low Severity issue
(Priority 4)
Supported Product
works, but there is
a minor problem
(e.g. incorrect label,
or cosmetic defect).
Confirmation of receipt
within twenty-four (24)
business hours.
Resolution for the Issue may
be released as a patch set or
be incorporated into a future
schedule release of the
product
Accela On -Premise Software License & Support Agreement
Form Approved by Legal (v007092018)
Page 11
Addendum to Accela Master Licensing Agreement
for the Order for the Term(sl Mav 1, 2019 through April 30, 2024
I. Extension or Modification. Any amendments or modifications to this agreement shall be
in writing signed by both parties. No additional services or work performed by Accela shall
be the basis for additional compensation unless and until Accela has obtained written
authorization and acknowledgement by Customer for such additional services.
2. Independent Contractor. Accela agrees that it is an independent contractor and that
Accela's officers, agents or employees will not become employees of Customer, nor
entitled to any employee benefits from Customer as a result of the execution of this
Agreement. Accela shall perform its duties hereunder as an independent contractor. Accela
shall be solely responsible for its acts and those of its agents and employees for all acts
performed pursuant to this Agreement. Accela, its employees and agents are not entitled to
unemployment insurance or workers' compensation benefits through Customer and
Customer shall not pay for or otherwise provide such coverage for Accela or any of its
agents or employees.
3. Acceptance of Services Not a Waiver. In no event shall any action by Customer
hereunder constitute or be construed to be a waiver by Customer of any breach of this
Agreement or default which may then exist on the part of Accela. Acceptance by the
Customer of, or payment for, the services completed under this Agreement shall not be
construed as a waiver of any of the Customer's rights under this Agreement or under the
law generally.
4. Entire Agreement/Modifications. This Agreement including the Exhibits attached hereto
and incorporated herein, contains the entire agreement between the parties with respect to
the subject matter contained in this Agreement. This instrument supersedes all prior
negotiations, representations, and understandings or agreements with respect to the subject
matter contained in this Agreement, including specifically that Maintenance Agreement
executed April 2, 2014, and all subsequent amendments thereto. This Agreement may be
changed or supplemented only by a written instrument signed by both parties.
5. Fund Availability. Financial obligations of the County payable after the current fiscal
year are contingent upon funds for that purpose being appropriated, budgeted and otherwise
made available. Execution of this Agreement by County does not create an obligation on
the part of County to expend funds not otherwise appropriated in each succeeding year.
6. Governmental Immunity. No term or condition of this contract shall be construed or
interpreted as a waiver, express or implied, of any of the immunities, rights, benefits,
protections or other provisions, of the Colorado Governmental Immunity Act §§24-10-101
et seq., as applicable now or hereafter amended.
7. No Third Party Beneficiary. It is expressly understood and agreed that the enforcement
of the terms and conditions of this Agreement, and all rights of action relating to such
enforcement, shall be strictly reserved to the undersigned parties and nothing in this
Agreement shall give or allow any claim or right of action whatsoever by any other person
not included in this Agreement. It is the express intention of the undersigned parties that
any entity other than the undersigned parties receiving services or benefits under this
Agreement shall be an incidental beneficiary only.
8. Board of County Commissioners of Weld County Approval. This Agreement shall
not be valid until it has been approved by the Board of County Commissioners of Weld
County, Colorado or its designee.
9. Choice of Law/Jurisdiction. Colorado law, and rules and regulations established pursuant
thereto, shall be applied in the interpretation, execution, and enforcement of this
Agreement. Any provision included or incorporated herein by reference which conflicts
with said laws, rules and/or regulations shall be null and void. In the event of a legal dispute
between the parties, Contractor agrees that the Weld County District Court shall have
exclusive jurisdiction to resolve said dispute.
Acceta
WELD, CO — COUNTY OF — ORDER FORM
WELD, CO - COUNTY OF
Renewal Order Form
March, 1, 2019
Becky O'Brien
Sr. Operations Analyst, Renewals
Phone: (925) 359-3334
Email: robrien@accela.com
Paget of 4
Order Form
Form Approved by Legal (v.1 09/05/2018)
� Accela
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Order Form
Form Approved by Legal (v.i 09/05/2018)
Accela
Order Start Date
Customer Contact
WELD, CO COUNTY OF - ORDER FORM
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Customer Address 1401 N. 17'' Avenc, Greeley, CO 80631
• www7.. wN'ga; . -. a v��- -' .M.u• « ..�y�(.. ' -s r — ..vh-.:+0.. .'....aF{06J — : --.
Governing Agreement(s) F This Orderfonn will be gosrernegl by the applicable terms and conditions. If those terms and conditions
a .,:i tintexistent, have'e c 1,4d or have otherwise been terminated, the following terms will govern as
agilitable, based on the , dstohU r'S purchase; illUatsalgmlilatasmfrtifittektiatinlit
Order Duration
kpecial Order Terms
+iv
5/1/19 —4/30/24; 5 years
Ordor Term
Onle S otherwise spetlifed:in the Special Order ems:
a Software Licenses & Subscriptions start on the date ofdelivery.by Accela;
Hosting and Support start on Accela's delivery oftthesofbvare hosted and/or supported;.
Unless otherwise specified in the Special Order Terms;
- Subscriptions continue from the.0r4er Start Date through the number of months listed in this
Order Form for if not listed, twelve.(12) months), Thereafter Subscriptions automatically renew
annuallyas 'calculated from Oder Start Pate of Customer's firstSubscription purchase.
Any Software Licenses or Hardware are one-time, non-refundable Pptir .
Hotting and auppctit continue from the Order Ott Date through the number of months listed in
this Omer Fen (or if tigliSt0d, twelve (12).month )
Professional Serv1ees.tont nuel or the duration as outlined in the applicable Statement of Work,
Exhibit or the Governing Agreement, as applicable.
Currency
USD
This Order Form replaces all pr- iriaus order farms for the terms listed above and will govern the
Software, Malntenancq mand/or $6 t § items listed on Page 2 of this Order Form.
in the event ofana inconsistency between this Order Form, any governing agreement, purchase
order, or: invoiced the Order Form shall govern as it ertains to this.transaction.
For Software Licenses, Accela. may terminate This Order Form in the event the Software is phased
out acrossAccela's customer base. In :such event, Accela will provide Customer sufficient advance
notice and the axles will mutually agree to a rril ration pian for convertirig.OustoEner to another
Accela generallyeavailable offering wit•h compara le t mctlonahty:
Invoice Date
Unless otherwise stated In the Special Payment Terms, Invoice for the Grand Total $ above will be issued
per the governing termS.
Payment Due Date Unless otherwise Mated in the Special Payment Terms or the GoverningA,greement(s)o all payments are
due on the Invoice Date and payable net 30 days.
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Special Payment Terms None unless otherwise specified In this section.
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Page 3 of 4 I
Order For-rn
Form Apprnvt9d by Mega! (v.t 09/05/20t8)
� Acceta
Fist Name
Title
Phone Number
Email Address
Billing Address
Delivery Address
Special invoking Need
Vendor
Signed By
Customer
Signed By
Date
title ofAutfior#ze
5%n story
Name(PrInt)of
Authorized _: flak,
WELD, CO Da COUNTY OF - ORDER FORM
IaftlialigvaawnwAinoliA
Last Name
Ni Inv • - will be sent electronically to the Email Address provided above unless otherwise specified In Sp.cf& invoicing Needs..
I • 1 (ii i.rc1
r
Date
Title of Authorized
Signatory.
Name (Print) of
AuthotIzett t
Customer
Signed By
Data
Title of Authorized
Signatory
Name (Print) of
Authorized S rotor
:prismty Dutoii gna if no PO" i um • r provid
invoices issued on this Order Form will valid without a PO reference,
Page 4 of 4 I
......,W‘ste ...,al m a...° ,. a III _.__._..__
t •r€'I1 t';f
Barbara Kirkmeyer
BOCC Chair
prior to invoice issuance ' ate;
PO# (If required):
-4
Order Form
Form Approved by LegSS (vni 09/05/2O18)
Of O / a` 41)t
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