HomeMy WebLinkAbout20141041.tiffBOARD OF COUNTY COMMISSIONERS
PASS -AROUND REVIEW/ WORK SESSION REQUEST
RE: Accela, Inc. Maintenance Renewal
DATE: April 7, 2017
DEPARTMENT: Information Technology
PERSON REQUESTING: Ryan Rose
Brief description of the problem/issue:
Accela, Inc. provides land/permit management software to Weld County. The software is used by the EFIS,
Building & Planning, and Public Works departments for managing various functions within their areas.
The attached agreement between the Board of Weld County Commissioners and Accela, Inc. provides funding
for the maintenance of the software. The requested amount for this service is $89,878.46.
What options exist for the Board? (Include consequences, impacts, costs, etc. of options)
This provider specializes in selling this software which is utilized by the above mentioned departments to conduct
their daily businesses.
Recommendation:
It is recommended that the BOCC approve the agreement for the above specified amount.
iLtamts. Schedule
Recommendation Work Session
Julie Cozad, Chair
Sean P. Conway
Mike Freeman
Steve Moreno
Barbara Kirkmeyer
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Cvnlract
CONTRACT AGREEMENT EXTENSION/RENEWAL BETWEEN
THE WELD COUNTY DEPARTMENT OF Information Technology
AND Accela, Incorporated
This Agreement Extension/Renewal ("Renewal"), made and entered into 1st day of May, 2017, by and between the Board
of Weld County Commissioners, on behalf of the Weld County Department of Information Technology, hereinafter referred to as the
"Department", and Accela, Inc., hereinafter referred to as the "Contractor".
WHEREAS the parties entered into an agreement (the "Original Agreement") identified by the Weld County Clerk to the
Board of County Commissioners as document No. 2014-1041, approved on 4/16/2014.
WHEREAS the parties hereby agree to extend the term of the Original Agreement in accordance with the terms of the
Original Agreement, which is Incorporated by reference herein, as well as the terms provided herein.
NOW THEREFORE, in consideration of the premises, the parties hereto covenant and agree as follows:
• The Original Agreement will end on 4/30/2018.
• The parties agree to extend the Original Agreement for an additional one yearperiod, which will begin 5/1/2017, and will
end on 4/30/2018.
• As set forth at the end of this Renewal, Exhibit B will be added to the Original Agreement following Exhibit A in the Original
Agreement.
• The Renewal, together with the Original Agreement, constitutes the entire understanding between the parties. The
following change is hereby made to the Contract Documents:
All other terms and conditions of the Original Agreement remain unchanged.
IN WITNESS WHEREOF, the parties hereto have duly executed the Agreement as of the day, month, and year first above written.
CONTRACTOR:
Signature
ATTEST: doileAVV��
Weld Gbunty Clerk to the Boa d
BY:
Deputy Clerk
the Board
BOARD OF COUNTY COMMISSIONERS
WELD COUNTY, COLORADO
Julie Cozad, Chair
JU 2017
D AS • - CE:
vial or Department Head
2014/ -
ion
CONTRACT AGREEMENT EXTENSION/RENEWAL BETWEEN
THE WELD COUNTY DEPARTMENT OF Information Technology
AND Accela, Incorporated
EXHIBIT B
1
Purchase Order No.
Customer ID
Payment Terms
Sales Urder
10,4G Weld CO - County of
SO-ACC7805
Net 30
Item Number _
Description
Quantity
Ext. Price
MR tOOACAM 12060I
Aecela Citizen Access Annual Maintenance a,o Support Renew.,'
:t 2 -'q:1
5F• 290 47
MR100ALMM120601
Accela land Management Annual Maintenance and Support Renewal
5
555 186 66
MR 100r=1SM120601
Accela GIS Annual Maintenance and Supporl Renewal
45
510.460 18
MR 100'WIRM12060 t
Ai ceta Wireless Annum Maintenance and Super. Renewal
I
Si? 441 15
Subtotal
Trade Discount
,. _ -,j . ' Tax
Total Invoice Amount USD
Balance Due USD
$89,878 46
$0 DO
$8't.878 46
$89,878 46
RESOLUTION
RE: APPROVE MAINTENANCE AGREEMENT AND AUTHORIZE CHAIR TO SIGN -
ACCELA, INC.
WHEREAS, the Board of County Commissioners of Weld County, Colorado, pursuant to
Colorado statute and the Weld County Home Rule Charter, is vested with the authority of
administering the affairs of Weld County, Colorado, and
WHEREAS, the Board has been presented with a Maintenance Agreement between the
County of Weld, State of Colorado, by and through the Board of County Commissioners of Weld
County, on behalf of the Department of Information Technology, and Accela, Inc., commencing
upon execution of signature, with further terms and conditions being as stated in said agreement,
and
WHEREAS, after review, the Board deems it advisable to approve said agreement, a copy
of which is attached hereto and incorporated herein by reference.
NOW, THEREFORE, BE IT RESOLVED by the Board of County Commissioners of Weld
County, Colorado, that the Maintenance Agreement between the County of Weld, State of
Colorado, by and through the Board of County Commissioners of Weld County, on behalf of the
Department of Information Technology, and Accela, Inc., be, and hereby is, approved.
BE IT FURTHER RESOLVED by the Board that the Chair be, and hereby is, authorized to
sign said agreement.
The above and foregoing Resolution was, on motion duly made and seconded, adopted
by the following vote on the 2nd day of April, A.D., 2014.
BOARD OF COUNTY COMMISSIONERS
1I&ELD COUNTY, COLORADO
ATTEST:
avow &sc
Weld County Clerk to the Board
BY:
Attorney
Williarfit. Garcia
Date of signature: 11/lo •/L/
CC • -rt. Aer -, Ft
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oygla$ Radema her, Chair
bara Kirkmeyr, Pro -Terri
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Mike Free
2014-1041
IT0002
MAINTENANCE AGREEMENT
1. Parties ACCELA
Accela, Inc.
2633 Camino Ramon, Suite 500
Bishop Ranch 3
San Ramon, California 94583
Attention: Contracts Administration
T: 925.659.3200
F: 925,407.2722
e -Mail: contractsadmin@accela.com
CUSTOMER
County of Weld, Colorado
Post Office Box 758
1150 O Street
Greeley, Colorado 80632
Attention: Information Services
T: N/A
F: N/A
e -Mail: N/A
This Maintenance Agreement ("MA") is intended for the exclusive benefit of the Parties; nothing herein will be
construed to create any benefits, rights, or responsibilities in any other parties.
2. Term and Termination
2.1 Term Provided that Customer signs and returns this MA to Accela no later than April 4, 2014, this MA
is effective as of the date of Customer's signature and will continue for a period of five (5) years in
accordance with the terms set forth in the attached Exhibit "A". At the end of the five (5) year term,
Customer may elect to continue its maintenance coverage for additional annual terms by paying to
Accela the fees associated with such terms when these are due; said fees will not increase by more
than ten percent (10%) from the maintenance fees for the preceding term. Should Customer fail to
renew its maintenance coverage or pay the applicable fees, Accela reserves the right to withhold all
support. If Customer resumes maintenance coverage after one or more periods without such coverage,
Customer will pay an amount equivalent to one hundred ten percent (110%) of all maintenance fees
attributable to the period(s) without coverage, as such fees are calculated based upon pricing in effect
at the time of resumption of maintenance coverage.
2.2 Termination Either party may terminate if the other party materially breaches this MA and, after
receiving a written notice describing the circumstances of the default, fails to correct the breach within
thirty (30) calendar days. Upon any termination or expiration of this MA, all rights granted to Customer
are cancelled and revert to Accela.
3. Scope of Maintenance
3.1 Maintenance Services
3.1.1 Telephone Support Accela will provide Customer with a telephone number to contact the
Customer Resource Center (CRC), Accela's live technical support facility, which is available
from 4:00 a.m. until 6:00 p.m. Pacific time Monday through Friday, excluding Accela's
observed holidays.
3.1.2 E -Mail Support Accela will provide Customer with one or more electronic mail addresses to
which Customer may submit routine or non -critical support requests, which Accela will address
during its regular business hours.
3.1.3 Online Support Accela will provide Customer with access to archived software updates and
other technical information in Accela's online support databases, which are continuously
available.
2O14 -1O41
Maintenance Agreement (MA), Version 12102013 Page 1 of 7
3.1.4 Remote Support When required to properly resolve a maintenance request, Accela will
provide remote assistance to Customer via the Adobe ConnectTM environment or another
mutually -acceptable remote communications method.
3,1.5 On -Site Support If Customer does not wish for Accela to resolve its maintenance requests
remotely, Accela will provide on -site assistance to Customer at Accela's then -current time -
and -materials rates. In addition to these charges, Customer will compensate Accela for
associated airfare, lodging, rental transportation, meals, and other incidental expenses as
such expenses accrue.
3,1.6 Software Updates Accela will provide revisions of and enhancements to maintained software
products to Customer as such updates are generally -released by Accela. Software updates
will be delivered or made available to Customer for electronic download from Accela's File
Transfer Protocol ("FTP") site.
3.2 Maintenance Limitations
3.2.1 Limitations Generally The following are not covered by this MA, but may be separately
available at rates and on terms which may vary from those described herein:
a) Services required due to misuse of the Accela-maintained software products;
b) Services required due to software corrections, customizations, or modifications not
developed or authorized by Accela;
c) Services required by Customer to be performed by Accela outside of Accela's usual
working hours;
d) Services required due to external factors including, but not necessarily limited to,
Customer's use of software or hardware not authorized by Accela;
e) Services required due to the operation of interfaces between the Accela-
maintained software products 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 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 MA; and
i) New or additional applications, modules, or functionality released by Accela during the
term of this MA.
3.2.2 Legacy Releases Accela will provide maintenance support for the current release of each of
its maintained software applications and for the release immediately preceding such current
release. All other releases are deemed to be "Legacy Releases". Accela will respond to
maintenance requests concerning Legacy Releases only using currently -available information.
Services requiring additional research, engineering -level support, or coding or programming by
Accela will not be provided pursuant to this MA, but may be separately available at rates and
on terms which may vary from those described herein.
3.3 Warranty Accela will commence and complete the maintenance obligations described in this MA in a
good and workmanlike manner, consistent with the practices and standards of care generally -accepted
within and expected of Accela's industry, to ensure that the operation of the maintained software
Maintenance Agreement (MA), Version 12102013 Page 2 of 7
products does not materially differ from documented specifications. Accela may make repeated efforts
within a reasonable time period to resolve maintenance requests. When a maintenance request cannot
be resolved, Customer's exclusive remedy will be damages in an amount equal to the total of
maintenance fees paid to Accela for the defective or non -conforming software products for the twelve
(12) calendar months immediately preceding Customer's maintenance request.
3.4 Comoensation
3.4.1 Maintenance Fees In exchange for the Maintenance Services described hereinabove,
Customer will pay to Accela the amounts indicated in Exhibit A, according to the terms set
forth therein.
3.4.2 Payment Terms Amounts are quoted in United States dollars and do not include applicable
taxes, if any. Customer will be responsible for payment of all federal, state or provincial, and
local taxes and duties, except those based on Accela's income. If Customer is exempt from
certain taxes, Customer will provide Accela with an appropriate certificate of exemption.
Customer will be invoiced for all amounts upon occurrence of the billing events described in
Exhibit A. The payment terms of all invoices are net thirty (30) calendar days from the dates of
the invoices. Accela may, at its sole discretion, suspend its obligations hereunder without
penalty until payments for all past -due billings have been paid in full by Customer.
4. Confidentiality
4.1 Definitions "Disclosing Party" and "Recipient" refer respectively to the party which discloses
information and the party to which information is disclosed in a given exchange. Either Accela or
Customer may be deemed Disclosing Party or Recipient depending on the circumstances of a particular
communication or transfer of information. "Confidential Information" means all disclosed information
relating in whole or in part to non-public data, proprietary data compilations, computer source codes,
compiled or object codes, scripted programming statements, byte codes, or data codes, entity -relation
or workflow diagrams, financial records or information, client records or information, organizational or
personnel information, business plans, or works -in -progress, even where such works, when completed,
would not necessarily comprise Confidential Information. The foregoing listing is not intended by the
Parties to be comprehensive, and any information which Disclosing Party marks or otherwise
designates as "Confidential" or "Proprietary" will be deemed and treated as Confidential Information.
Information which qualifies as "Confidential Information" may be presented to Recipient in oral, written,
graphic, and/or machine-readable formats. Regardless of presentation format, such information will be
deemed and treated as Confidential Information. Notwithstanding, the following specific classes of
information are not "Confidential Information" within the meaning of this Section:
a) information which is in Recipient's possession prior to disclosure by Disclosing Party;
b) information which is available to Recipient from a third party without violation of this MA or
Disclosing Party's intellectual property rights;
c) information disclosed pursuant to Subsection 4.4 below;
d) information which is in the public domain at the time of disclosure by Disclosing Party, or which
enters the public domain from a source other than Recipient after disclosure by Disclosing
Party;
e) information which is subpoenaed by governmental or judicial authority; and
f) information subject to disclosure pursuant to a state's public records laws.
4.2 Confidentiality Term The obligations described in this Section commence on the Effective Date and
will continue until two (2) years following any termination or expiration of this MA ("Confidentiality
Term").
Maintenance Agreement (MA), Version 12102013 Page 3 of 7
4.3 Confidentiality Obligations During the Confidentiality Term, Recipient will protect the confidentiality of
Confidential Information using the same degree of care that it uses to protect its own information of
similar importance, but will in any case use no less than a reasonable degree of care to protect
Confidential Information. Recipient will not directly or indirectly disclose Confidential Information or any
part thereof to any third party without Disclosing Party's advance express written authorization to do so.
Recipient may disclose Confidential Information only to its employees or agents under its control and
direction in the normal course of its business and only on a need -to -know basis. In responding to a
request for Confidential Information, Recipient will cooperate with Disclosing Party, in a timely fashion
and in a manner not inconsistent with applicable laws, to protect the Confidential Information to the
fullest extent possible.
4.4 Publicity During the term of this MA, including the term of any amendment hereto, Accela may publicly
disclose its ongoing business relationship with Customer. Such disclosures may indicate Customer's
identity and the Accela product(s) and services provided or contracted to be provided to Customer.
These disclosures may include press releases or other communications to media, display on Accela
web sites, or use in other marketing activities, but will not include non-public information or indicate
Customer's express endorsement of Accela's products or services without Customer's prior written
authorization.
5. Other Terms and Conditions
5.1 Customer Obligations As required, Customer will provide Accela with appropriate access to
Customer's facilities, data systems, and other resources. If security restrictions impair such access,
Customer acknowledges that some maintenance services hereunder may not be provided to Customer.
It is Customer's sole responsibility to maintain current backup copies of its data and of its
implementation of Accela's software products. If Customer's failure to create proper backups
substantially increases the difficulties of any remedial actions by Accela hereunder, Accela reserves the
right to charge Customer for any extra work reasonably -attributable to such increased difficulty, as
calculated at Accela's then -current time -and -materials rates.
5.2 Proprietary Rights The remedial methods, software updates, and product information provided to
Customer pursuant to this MA are protected under the laws of the United States and the individual
states and by international treaty provisions. Accela retains full ownership in such items and grants to
Customer a limited, nonexclusive, nontransferable license to use the items, subject to the terms and
conditions of this MA and other agreements between Accela and Customer.
5.3 Limitation of Liability Accela provides no warranty whatsoever for any third -party hardware or software
products. Third -party applications which utilize or rely upon the application services may be adversely
affected by remedial or other actions performed pursuant to this MA; Accela bears no liability for and
has no obligation to remedy such effects. Except as set forth herein, Accela provides all Maintenance
Services "as is" without express or implied warranty of any kind regarding the character, function,
capabilities, or appropriateness of such services or deliverables. To the extent not offset by its
insurance coverage and to the maximum extent permitted by applicable laws, in no event will Accela's
cumulative liability for any general, incidental, special, compensatory, or punitive damages whatsoever
suffered by Customer or any other person or entity exceed the fees paid to Accela by Customer during
the twelve (12) calendar months immediately preceding the circumstances which give rise to such
claim(s) of liability, even if Accela or its agents have been advised of the possibility of such damages.
Maintenance Agreement (MA), Version 12102013 Page 4 of 7
5.4 Force Maieure If either party is delayed in its performance of any obligation under this MA due to
causes or effects beyond its control, that party will give timely notice to the other party and will act in
good faith to resume performance as soon as practicable.
5.5 Dispute Resolution This MA is governed by the laws of the State of Colorado. The failure of either
party to object to a breach of this MA will not prevent that party from thereafter objecting to that breach
or any other breach of this MA.
5.6 Assignment Accela may assign its rights and obligations hereunder for purposes of financing or
pursuant to corporate transactions involving the sale of all or substantially all of its stock or assets,
Accela may subcontract with qualified third parties to provide portions of the Maintenance Services
described hereinabove.
5.7 Survival The following provisions will survive the termination or expiration of this MA: Section 2.1, as to
Customer's obligation to pay any fees associated with a lapse in maintenance coverage upon
resumption of such coverage; Section 3.3, as to limitation of remedy; Section 3.4 and all subsections
thereof, as to Customer's obligation to pay any fees accrued or due at the time of termination or
expiration; Section 4 and all subsections thereof; and Section 5 and all subsections thereof with the
exceptions of Subsections 5,1 and 5.4.
5.8 Alternate Terms Disclaimed The parties expressly disclaim any alternate terms and conditions
accompanying drafts and/or purchase orders issued by Customer.
5.9 Severability and Amendment If any particular provision of this MA is determined to be invalid or
unenforceable, that determination will not affect the other provisions of this MA, which will be construed
in all respects as if the invalid or unenforceable provision were omitted. No extension, modification, or
amendment of this MA will be effective unless it is described in writing and signed by the Parties.
5.10 Fund Availability Financial obligations of Customer payable after the current fiscal year are contingent
upon funds for that purpose being appropriated, budgeted and otherwise made available. By execution
of the MA, Customer does not warrant that funds will be available to fund this MA beyond the current
fiscal year.
5.11 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.
5.12 Independent Contractor Accela shall perform its duties hereunder as an independent contractor and
not as an employee. Accela shall be solely responsible for its acts and those of its agents and
employees for all acts performed pursuant to this MA. Neither Accela nor any agent or employee of
Accela shall be deemed to be an agent or employee of Customer. Accela and 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. Unemployment insurance benefits will be available to Accela and its employees
and agents only if such coverage is made available by Accela or a third party. Accela shall pay when
due all applicable employment taxes and income taxes and local head taxes (if applicable) incurred
pursuant to this MA. Accela shall not have authorization, express or implied, to bind Customer to any
agreement, liability or understanding, except as expressly set forth in this MA.
Maintenance Agreement (MA), Version 12102013 Page 5 of 7
5.13 No Third Party Beneficiary Enforcement it is expressly understood and agreed that the enforcement of
the terms and conditions of the MA, and all rights of action relating to such enforcement, shall be strictly
reserved to the undersigned parties and nothing in the MA shall give or allow any claim or right of action
whatsoever by any other person not included in the MA. It is the express intention of the undersigned
parties that any entity other than the undersigned parties receiving services or benefits under the MA
shall be an incidental beneficiary only.
ACCELA
(Signature)
dolii, H. Samuels
(Print Name)
Its Asst, Corp. 5ecreFa ,
(TiUe)
Dated: 26 Adair!? 26le•
(Month, Day, Year)
Exhibit Follows.
CUSTOMER
(Signs e)
Douglas Rademacher
(Print Name)
Its Chair, Board of Weld County Commissioners
(Title) APR 0 2 2014
Dated:
(Month, Day, Year)
END OF DOCUMENT
Maintenance Agreement (MA), Version 12102013 Page 6 of 7
d e -/D/
EXHIBIT A
Deliverables
Pro -Rated Annual Maintenance for Accela Land.ManagementT" (Server and 5 Named
Users)1
$451.85
Pro -Rated Annual Maintenance for Accela GISTM (Server and 35 Named Users)'
$947.88
Total of Fees $1,399.731
First -Term Annual Maintenance for Accela Land Management (Server and 65 Named
Users)
$50,503.61
First -Term Annual Maintenance for Accela GIS (Server and 45 Named Users)
$9,572.54
First -Term Annual Maintenance for Accela Citizen Accessrm (Server Based Upon 42,684
Population)
$5,756.67
First -Term Annual Maintenance for Accela Wireless TM (Server and 10 Named Users)
$16,418.72
otal of Fees
,251.
1 Pro -rated 75 days (February 15, 2014 to April 30, 2014) to co -term with existing expiry date and are due
February 15, 2014.
2 First -Term Annual Maintenance Fees cover the period of May 1, 2014 to April 30, 2015 and are due on May 1,
2014.
Second -Term Annual Maintenance fees are subject to an annual increase of three percent (3%) over the
previous year's fees, cover the period of May 1, 2015 to April 30, 2016, and are due on May 1, 2015.
Third -Term Annual Maintenance fees are subject to an annual increase of three percent (3%) over the previous
year's fees, cover the period of May 1, 2016 to April 30, 2017, and are due on May 1, 2016.
Fourth -Term Annual Maintenance fees are subject to an annual increase of three percent (3%) over the previous
year's fees, cover the period of May 1, 2017 to April 30, 2018, and are due on May 1, 2017.
Fifth -Term Annual Maintenance fees are subject to an annual increase of three percent (3%) over the previous
year's fees, cover the period of May 1, 2018 to April 30, 2019, and are due on May 1, 2018.
END OF DOCUMENT
Maintenance Agreement (MA), Version 12102013 Page 7 of 7
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