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HomeMy WebLinkAbout07.F- Information Technology RESOLUTION(ID# 1829) DOC ID: 1829 A © CITY OF SAN BERNARDINO—REQUEST FOR COUNCIL ACTION Agreement/Contract From: Lea Deesing M/CC Meeting Date: 06/04/2012 Prepared by: Mark Yavomicky, (909)384- 5947 Dept: Information Technology Ward(s): All Subject: Resolution of the Mayor and Common Council of the City of San Bernardino Authorizing the Execution of an Agreement and the Issuance of a Purchase Order to Accela, Inc., for Maintenance of the Permits+ System. Financial Impact: The annual cost for licensing,maintenance and support of Pernrits+and associated programs is $57,336. This reflects a decrease of$13,962 or 19.6%of the FY 2011-12 amount of$71,298. Account Budgeted Amount: $433,857 QAccount No. 679-250-0058*5172 Account Description: Information Technology Business Systems Program Equipment Maintenance Balance as of. 07/01/2012 $433,857 Balance after approval of this item: $376,521 Please note this balance does not indicate available funding. It does not include non-encumbered reoccurring expenses or expenses incurred,but not yet processed. j Motion: Adopt Resolution. Synopsis of Previous Council Action: June 6, 2011 - Resolution 2011-117 - Council approved the execution of a Permits+ annual maintenance agreement with Accela, Inc. June 7, 2010 - Resolution 2010-135 - Council approved the execution of a Permits+ annual maintenance agreement with Accela, Inc. Updated:5/31/2012 by Shauna Britton A 1829 Background: The Permits+ system was originally purchased in 1995, and is used by Community Development, Fire, Code Enforcement, and the Water Department. This system is used to produce and track various permits,cases,and inspections. On January 7, 2008, City Council approved the purchase of Accela GIS, Accela Wireless, and Accela OfficeLink. These components are integrated with Permits+ and are used to improve customer service and streamline the inspection and permitting processes. Accela, Inc. (Formerly Sierra Computer Systems, Inc.), located in San Ramon, California is the vendor of the system, and the sole source for Permits+maintenance and support services. These services include telephone support and software upgrades, and are necessary to keep this critical system running and up to date. City Attorney Review: Supporting Documents: Resolution - Permits+ System Maintenance (PDF) Memo - Sole Source Purchase Request (DOC) Quote-Permits+ System Maintenance (PDF) Agreement with Exhibit"A" Stamp-Permits+System Maintenance (PDF) Agreement-Permits+ System Maintenance (PDF) Updated:5/31/2012 by Shauna Britton A I RESOLUT1oN NO.---__—.. 2 RESOLUTION OF TI{E MAYOR AND COMMON COUNCIL, OF THE CITY OF SAN BERNARDINO AUTHORIZING THE EXECUTION OF AN AGREEMENT AND 3 THE ISSUANCE OF A PURCHASE ORDER TO ACCELA, INC., FOR MAINTFNANCE. 4 OF THE PERMITS+ SYSTEM. m V C RE fT RESOLVED BY THE MAYOR AND COMMON COUNCIL OF THE CITY m 5 a OF SAN BERNARDINO AS FOLLOWS: c s f 7 SEC`T'ION 1: That the Director of Finance or his/her designee is hereby authorized E 8 to issue an Annual Purchase Order to Accela, Inc., (the sole source for maintenance of the (n 9 City's Permits+ system) in an amount not to exceed $57,336 for FY 1-012-13 for m 10 maintenance of the City's Pcrrnits+ and Wireless Inspection system. The Purchase Order v 11 shall rcfcronce the number of this resolution and shall read, "Annual Permits+ Gold 12 Maintenance, FY 2012-13. Not to exceed $57,336.° and shall incorporate the terms and m 13 -- conditions of this Resolution including the attached Agreement, a copy of which is attached c ® 14 15 In F;tern as xhibil "A". 16 SECTION 2. That the City Manager of the City of San Bernardino is hereby E 17 authorized to execute on behalf of said City an Agreement between the City of San w 18 Bernardino and Accela, Inc., a copy of which is attached hereto as Exhibit "A". + N 19 SECTION 3: This purchase is exempt from the formal contract procedures of a 20 Section 3.04.010 of the Municipal Code, pursuant to Section 3.04.010(B)(3) of said Code, 21 0 "Purchases approved by the Mayor and Common Council". d 22 rr 23 SECTION 4: The authorization to execute the above-referenced Agreement and f E 24 issue the above-reterenced Purchase Order is rescinded if not executed/issued within sixty j 25 (60)days of the passage of this Resolution. I a 26 27 Q 28 1 RESOLUTION OF THI= MAYOR AND COMMON COUNCIL OF 7AF CITY OF SAN BFRNARDINO AUTHORIZING THE EXECUTION OF AN AGREEMENT AND THE 2 ISSUANCE OF A PURCHASE ORDER TO ACCELA, INC., FOR MAINTENANCE OF 'I'HL PERMITS+ SYSTEM. 3 4 1 HF,RF.BY CERTIFY that the foregoing resolution was duly adopted by the Mayor d and Common Council of the City of San Bernardino at a meeting c 5 thereof, held an the__ day of , 2012, by the following vote,to wit: m 6 C_nuncil Members Ayes N;i_vs Abstain Absent 2 7 E d MARQUEZ.. -- - U) g JENKINS -- - E 10 VALDIVIA a 11 SHORETT 12 KF.•LI,FY --- -- m N JOHNSON m u Q 14 m ivlcCA.MMACK c m 16 E 17 Georgeann Hanna, City Clerk y 1s + 19 The foregoing resolution is hereby approved this_ day of_ �0I2 E `m a 20 _ o 21 Patrick I. Murris,Mayo_r c 22 City of San Bernardino m Approved as to form: E 24 25 J es F. Penman, City Attorney a 26 27 © 28 Packet Pg. 352 City of San Bernardino Information Technology Division Interoffice Memorandum To: Andrea Travis-Miller, Acting City Manager From: Lea Deesing, Information Technology Director m Subject: Sole Source Purchase Request for Maintenance and Support of the � City's Permitting System, pursuant to Municipal Code Chapter c 3.04.010(B) (3) v c Date: May 14, 2012 E Copies: T y The City has utilized the Accela Permits Plus software for over 16 years and y has always contracted with Accela, Inc. for maintenance and support of this E system. The Information Technology Department recommends that the City 01 n continue to obtain these services Accela, Inc. for the following reasons: m m U 1. Accela, Inc. is the developer of the City's permitting software, and is u the sole source for maintenance and support of this software. a.. m N 2. It is essential that a maintenance and support contract be in effect � © for this mission critical system. N d The Information Technology Department requests that the City Manager � v authorize a sole source purchase of maintenance and support services for the 0 City's financial system from ACcela,Inc. , pursuant to San Bernardino y Municipal Code Section 3.04.010(B) (3) . 0 n. Approved by: u 0 0 ul 0 0 ul Andrea Travis-Miller, Acting City Manager o E 0 c v E r U R a Packet Pg. 353 7.F,c ACCELA SOFTWARE MAINTENANCE AND SUPPORT RENEWAL QUOTE March 14,2012 Agency: City of San Bernardino,CA Pat Rogers Prepared by. Senior Information Technology Analyst Laurie Ahlberg City of San Bernardino,CA 300 North D Street Tel: (925)659-3286 San Bernardino,CA 92418 Fax: (925)659-3281 Rogers Paosbcitv.org lahlbere(daccela.Gom The following quote for your Annual Accela Maintenance and Support fee's is for the period of: July 1,2012-June 30,2013 d PRODUCT LINE: PERMITS PLUS C M Existing No. Q Svslem/Peripheral of Users Amount C Permits Plus-Base Maintenance 30 16,336.38 'rp Permits Client Server Maintenance 30 7,170.46 Permits Connect Maintenance 30 2.338.42 E Permits Workflow Maintenance 30 3,087.56 .d.. Permits Scan-It Maintenance 30 703.15 Permits Office Link 30 870.88 N Accela Wireless Maintenance 20 19,027.45 + u Accela GIS Maintenance 20 4,874.49 .E GIS Optimized Routing(Site)Maintenance 1 2,926.74 d a m v u u Q rn 00 Total Maintenance and Support Fees $ 57,335.53 m Sales Tax @ u c 1s TOTAL QUOTE $ 57,335.53 al d C Terms and Conditions: 2 This Quote will change if additional user licenses or additional products are purchased or installed after the date of this quote. N N Alternate Terms Disclaimed The parties expressly disclaim any alternate terms and conditions accompanying drafts and/or N purchase orders issued by Customer. + N Quoted Rates are Valid until 6130/2012;After Said Dale,Rates are Subject to Change. E `w a In order to continue your maintenance&support without interruption please provide Accela,Inc. ' with a Purchase Order for the Total Quote amount stated above. 0 Check the appropriate box that applies to your renewal. Fax Purchase Order to the Finance Dept at(925)659-3281 or email to:jgalvan @accela.com c d 0 Purchase Order attached.Please invoice us.POp s U A E3 It is the Agency's standard policy not to issue purchase orders.Please accept our signature as acceptance and Q authorization to invoice us for said maintenance fees.We agree to remit payment based upon receipt of the invoice. Signature Date Printed Name Title Contact Phone Email Remarks: An invoice will be sent to you in advance of the start of the maintenance and support period. The invoice must be pai .. before that date to avoid any interruption or cancellation of your maintenance&support services. PBCj(Bt Pg.354 Exhibit"A" VENDOR SERVICE AGREEMENT This Vendor Service Agreement is entered into this 1st day of July 'm u c 2012,by and between Accela, Inc. ("VENDOR")and the City of San Bernardino d c ("CITY"). E m N WHEREAS, the Mayor and Common Council has determined that it is advantageous n 1 y and in the best interest of the CITY to contract for the maintenance of its permitting and € d a inspection applications,Permits+,and m m 3 � WHEREAS, the City of San Bernardino did solicit and accept a quote from the only a a �+ N vendor who supports this application; m m NOW,THEREFORE, the parties hereto agree as follows: c m 1. SCOPE OF SERVICES. 5 f For the remuneration stipulated, San Bernardino hereby engages the services of m m VENDOR to provide those products and services as set forth on Exhibit "l," attached hereto H and incorporated herein. E `m a 2. COMPENSATION AND EXPENSES. a E a. For the services delineated above, the CITY shall pay VENDOR up to the amount a of$57,335.53 for the period July 1, 2012 through June 30,2013. _E z b. VENDOR agrees to invoice the CITY on a quarterly basis. The sum of the w I L quarterly invoices shall not exceed $14,333.89 per quarter for the period July 1, ; c m 2012 through June 30,2013. E c. No other expenditures made by VENDOR shall be reimbursed by CITY. c m E L u I Q 1 3. TERM; TERMINATION. The term of this Agreement shall be for a period of one year, from July 1, 2012 to June m u c 30, 2013. m c This Agreement may be terminated at any time by thirty (30) days written notice by f E either party. The duration of this Agreement may be extended with the written consent of both w T N parties. + 4. INDEMNITY. a m CITY agrees to indemnify and hold harmless VENDOR, its officers,agents and a volunteers from any and all claims, actions, losses, damages and/or liability resulting from N _m CITY's negligent acts or omissions arising from the CITY's performance of its obligations m u c under the Agreement. d c VENDOR agrees to indemnify and hold harmless the CITY, its officers, agents, and f E C volunteers from any and all claim, actions, losses, damages and/or liability resulting from T rn VENDOR's negligent acts or omissions arising from the VENDOR's performance of its 4 obligations under the Agreement. a a In the event the CITY and/or the VENDOR is found to be comparatively at fault for any E rn claim, action, loss, or damage which results from their respective obligations under the Agreement, the CITY and/or VENDOR shall indemnify the other to the extent of this r X comparative fault. 3 5. INSURANCE. d E N While not restricting or limiting the foregoing, during the term of this Agreement, m a VENDOR shall maintain in effect policies of comprehensive public, general and automobile m E z liability insurance, in the amount of $1,000,000.00 combined single limit, and statutory m t; 2 PacketPg. 356 worker's compensation coverage, and shall file copies of said policies with the CITY's Risk m Manager prior to undertaking any work under this Agreement. CITY shall be set forth as an m c m additional named insured in VENDOR'S Commercial General Liability policy of insurance c .q f provided hereunder. VENDOR shall notify CITY of any change or termination in the policy E N by sending written notice to the address indicated herein. (a N 6. NON-DISCRINIINATION. E d a In the performance of this Agreement and in the hiring and recruitment of employees, m d u u VENDOR shall not engage in,nor permit its officers, employees or agents to engage in, a a N discrimination in employment of persons because of their race,religion, color,national origin, a ancestry, age, mental or physical disability,medical condition, marital status, sexual gender or m c d sexual orientation,or any other status protected by law, except as permitted pursuant to Section S 'm f 12940 of the California Government Code. Yl 7. INDEPENDENT CONTRACTOR. N N VENDOR shall perform work tasks provided by this Agreement,but for all intents and € IL purposes VENDOR shall be an independent contractor and not an agent or employee of the a E m CITY. VENDOR shall secure, at its expense, and be responsible for any and all payment of in Income Tax, Social Security, State Disability Insurance Compensation, Unemployment a L Compensation, and other payroll deductions for VENDOR and its officers, agents, and w L employees, and all business license, if any are required, in connection with the services to be 3 c m performed hereunder. E m 8. BUSINESS REGISTRATION CERTIFICATE AND OTHER REQUIREMENTS. a c m VENDOR warrants that it possesses, or shall obtain and maintain, a business t u m registration certificate pursuant to Chapter 5 of the Municipal Code, and any other license, 3 permits, qualifications, insurance and approval of whatever nature that are legally required of a VENDOR to practice its business or profession. d 9. NOTICES. E Vi Any notices to be given pursuant to this Agreement shall be deposited with the United rn States Postal Service,postage prepaid and addressed as follows: E m a TO THE CITY: Andrea Travis-Miller,Acting City Manager E 300 North"D" Street San Bernardino,CA 92418 a Telephone: (909) 384-5122 N TO THE VENDOR: Contracts Administration,Accela, Inc. „ s 2633 Camino Ramon, Suite 120 ' Bishop Ranch 3 San Ramon, CA 94583 Telephone: (925) 659-320 E [�✓' 10. ATTORNEYS' FEES r N In the event that litigation is brought by any party in connection with this Agreement, m E the prevailing party shall be entitled to recover from the opposing party all costs and expenses, a a including reasonable attorneys' fees, incurred by the prevailing party in the exercise of any of N its rights or remedies hereunder or the enforcement of any of the terms, conditions or provisions hereof. The costs, salary and expenses of the City Attorney and members of his r x w office in enforcing this Agreement on behalf of the CITY shall be considered as "attorneys' 3 fees"for the purposes of this paragraph. v E d 11. ASSIGNMENT, a a VENDOR shall not voluntarily or by operation of law assign, transfer, sublet or d E t encumber all or any part of the VENDOR's interest in this Agreement without CITY's prior \rr 4 Packet Pg. 358 written consent. Any attempted assignment, transfer, subletting or encumbrance shall be void 'm and shall constitute a breach of this Agreement and cause for the termination of this A c Agreement. Regardless of CITY'S consent,no subletting or assignment shall release VENDOR a c of VENDOR's obligation to perform all other obligations to be performed by VENDOR E d m hereunder for the term of this Agreement. Notwithstanding, VENDOR may assign its rights H and obligations hereunder for purposes of financing or pursuant to corporate transactions € d a involving the sale of all or substantially all of its stock or assets. d U U 12. VENUE. a e, N The parties hereto agree that all actions or proceedings arising in connection with this d Agreement shall be tried and litigated either in the State courts located in the County of San m c d Bernardino, State of California or the U.S. District Court for the Central District of California, S M M Riverside Division. The aforementioned choice of venue is intended by the parties to be E m mandatory and not permissive in nature. H 13. GOVERNING LAW. a a This Agreement shall be governed by the laws of the State of California. a E 14. SUCCESSORS AND ASSIGNS. y a This Agreement shall be binding on and inure to the benefit of the parties to this a L Agreement and their respective heirs,representatives, successors, and assigns. w r 15. HEADINGS. 3 c a The subject headings of the sections of this Agreement are included for the purposes of E convenience only and shall not affect the construction or the interpretation of any of its a t c v provisions. E L U 16. SEVERABILITY. a 5 i I � : Packet Pg:'359 If any provision of this Agreement is determined by a court of competent jurisdiction to 'm be invalid or unenforceable for any reason, such determination shall not affect the validity or c m enforceability of the remaining terms and provisions hereof or of the offending provision in any c m other circumstance, and the remaining provisions of this Agreement shall remain in full force E 2 and effect. U)i 17. ENTIRE AGREEMENT; MODIFICATION. E iu a This Agreement constitutes the entire agreement and the understanding between the m m v v parties, and supersedes any prior agreements and understandings relating to the subject manner ¢ N of this Agreement. This Agreement may be modified or amended only by a written instrument m executed by all parties to this Agreement. m c m IN WITNESS THEREOF, the parties hereto have executed this Agreement on the day E m f .- and date set forth below. E Dated: 12012 ACCELA,INC.,VENDOR y W E By: a Its Assistant Corporate Secretary a E A y Dated 12012 CITY OF SAN BERNARDINO ¢ a L By: w Andrea Travis-Miller, Acting City Manager 3 c m Approved as to Form: E m rn By: James F. Penman,City Attorney E U m a 6 Packet Pg. 360 i t `r g1 J � m y U 7 R 9 C d C Vendor Service Agreement by and between Accela, Inc. and the City of San Bernardino. EXHIBIT'1" —MAINTENANCE AGREEMENT E v w 1. No Third Party Beneficiaries This Maintenance Agreement("MA") is intended for the exclusive benefit of the y Parties; nothing herein will be construed to create any benefits,rights,or responsibilities in any other parties. m 2. Term This MA is effective during the period specified hereinbelow. CITY may elect to continue its E maintenance coverage for additional annual terms by paying to VENDOR the fees associated with such terms a when these are due. Should CITY fail to renew its maintenance coverage or pay the applicable fees, S VENDOR reserves the right to withhold all support. If CITY resumes maintenance coverage after one or more u periods without such coverage, CITY 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 N pricing in effect at the time of resumption of maintenance coverage. d 3. Scope of Maintenance m c 3.1. Maintenance Services c 3.1.1.Telephone Support VENDOR will provide CITY with a telephone number to contact the E Customer Resource Center (CRC), VENDOR's live technical support facility, which is E available from 4:00 a.m. until 6:00 p.m. Pacific time Monday through Friday, excluding i VENDOR's observed holidays. N N 3.1.2.E-Mail Support VENDOR will provide CITY with one or more electronic mail addresses to which CITY may submit routine or non-critical support requests,which VENDOR will address a during its regular business hours. a E 3.1.3. Online Support VENDOR will provide CITY with access to archived software updates and m N other technical information in VENDOR'S online support databases, which are continuously a available. a 3.1.4. Remote Support When required to property resolve a maintenance request, VENDOR will K provide remote assistance to CITY via the WebEx' Meeting Cenlerm environment or w another mutually-acceptable remote communications method. 3.1.5. On-Site Support If CITY does not wish for VENDOR to resolve its maintenance requests remotely, VENDOR will provide on-site assistance to CITY at VENDOR's then-current time- E and-materials rates. In addition to these charges, CITY will compensate VENDOR for a associated airfare, lodging, rental transportation, meals, and other incidental expenses as a such expenses accrue. m E 3.1.6. Software Updates VENDOR will provide revisions of and enhancements to maintained software products to CITY as such updates are generally-released by VENDOR. a 7 Packet Pg. 361 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: d a) Services required due to misuse of the VENDOR-maintained software products; m b) Services required due to software corrections, customizations, or modifications not developed or authorized by VENDOR; E E c) Services required by CITY to be performed by VENDOR outside of VENDOR's usual working hours; N d) Services required due to external factors including, but not necessarily limited to, u CITY's use of software or hardware not authorized by VENDOR; E e) Services required to resolve or work-around conditions which cannot be reproduced a in VENDOR's support environment; m f) Services which relate to tasks other than maintenance of CITY's existing implementation and configuration of the VENDOR-maintained software products a including, but not necessarily limited to, enhancing or adapting such products for specific operating environments; g) Services requested by CITY to implement software updates provided by VENDOR pursuant to this MA; and h) New or additional applications, modules, or functionality released by VENDOR i during the term of this MA. d I c 3.2.2. Legacy Releases VENDOR will provide maintenance support for the current release of each f of its maintained software applications and for the release immediately preceding such E current release. All other releases are deemed to be "Legacy Releases". VENDOR will y respond to maintenance requests concerning Legacy Releases only using currently- 0 available information. Services requiring additional research, engineering-level support, or N coding or programming by VENDOR will not be provided pursuant to this MA, but may be •E separately available at rates and on terms which may vary from those described herein. a 4. Other Terms and Conditions a E m 4.1. CITY Obligations As required, CITY will provide VENDOR with appropriate access to CITY's facilities, data systems, and other resources. If Security restrictions impair such access, CITY acknowledges that a some maintenance services hereunder may not be provided to CITY. It is CITY's sole responsibility to maintain current backup copies of its data and of its implementation of VENDOR's software products. If r CITY's failure to create proper backups substantially increases the difficulties of any remedial actions by w VENDOR hereunder, VENDOR reserves the right to charge CITY for any extra work reasonably- L attributable to such increased difficulty, as calculated at VENDOR's then-current time-and-materials .; rates. E E 4.2. Proprietary Rights The remedial methods, software updates, and product information provided to CITY pursuant to this MA are protected under the laws of the United States and the individual states and by a international treaty provisions. VENDOR retains full ownership in such items and grants to CITY a limited, nonexclusive, nontransferable license to use the items,subject to the terms and conditions of this m MA and other agreements between VENDOR and CITY. E L V A 4.3. Limitation of Liability VENDOR provides no warranty whatsoever for any third-party hardware or software a products. Third-party applications which utilize or rely upon the Application Services may be adversely 8 yam, affected by remedial or other actions performed pursuant to this MA; VENDOR bears no liability for and has no obligation to remedy such effects. Except as set forth herein,VENDOR provides all Maintenance a 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 VENDOR'S c cumulative liability for any general, incidental, special, compensatory, or punitive damages whatsoever .ra suffered by CITY or any other person or entity exceed the fees paid to VENDOR by CITY during the M twelve(12)calendar months immediately preceding the circumstances which give rise to such claim(s)of E liability,even if VENDOR or its agents have been advised of the possibility of such damages. i N 4.4. 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 E resume performance as soon as practicable. a m 4.5. Survival The following provisions will survive the termination or expiration of this MA: Section 2, as to u CITY's obligation to pay any fees associated with a lapse in maintenance coverage upon resumption of R such coverage and Section 4 and all subsections thereof with the exceptions of Subsections 4.1 and 4.4. a N W 4.6. Alternate Terms Disclaimed The parties expressly disclaim any alternate terms and conditions accompanying drafts and/or purchase orders issued by CITY. c m Exhibit Follows. `m c E d w T N f N E N a a E A rn a a L W L 3 E E d d m c m E L U N a 9 Packet Pg. 363 EXHIBIT 2 Deliverables Feel c Accela'PERMITS' Plus®Maintenance 30 Concurrent User Licenses $16,3363 Acoela'PERMITS' Plus Client Server^" Maintenance 30 Concurrent User Licenses $7,170.41 III Accela'PERMITS'ConnectT Maintenance 30 Concurrent User Licenses $2,338.4; Accela'PERMITS'Workflow' Maintenance 30 Concurrent User Licenses $3,0875 E Accela'PERMITS' Scan-Itm Maintenance 30 Concurrent User Licenses $703.11 a Accela'PERMITS' Office Unkn' Maintenance 30 Concurrent User Licenses $870.81 i Accela Wireless Maintenance 20 Concurrent User Licenses $19,027.4! w Accela GIST"'with Optimized Routing Maintenance 2(1 named user licenses $4,874.4! GIS Optimized Routing Site Maintenance $2,926.7, i a m U a m N Total of Fees $57,335:5: d Maintenance Fees are fixed-price deliverables for which full payment is due upon signing. c m Maintenance Fees are for the period July 1,2012 to June 30,2013. END OF DOCUMENT E E T N N E `m a a E m N a a s x W s 3 c E E m d `s a c v E r U N a Packet Pg. 364 i I VENDOR SERVICE AGREEMENT This Vendor Service Agreement is entered into this 1st day of July 2012,by and between Accela,Inc. ("VENDOR")and the City of San Bernardino c m ("CITY"). m c s WHEREAS, the Mayor and Common Council has determined that it is advantageous d w r and in the best interest of the CITY to contract for the maintenance of its permitting and w inspection applications,Permits+,and E m a WHEREAS, the City of San Bernardino did solicit and accept a quote from the only u v vendor who supports this application; m N NOW,THEREFORE,the parties hereto agree as follows: 1. SCOPE OF SERVICES. c 0 'w For the remuneration stipulated, San Bernardino hereby engages the services of �+ m VENDOR to provide those products and services as set forth on Exhibit "1," attached hereto c and incorporated herein. c f 2. COMPENSATION AND EXPENSES. E m N a. For the services delineated above, the CITY shall pay VENDOR up to the amount N m of$57,335.53 for the period July 1,2012 through June 30,2013. € d a b. VENDOR agrees to invoice the CITY on a quarterly basis. The sum of the E quarterly invoices shall not exceed $14,333.89 E per quarter for the period July 1, m 2012 through June 30, 2013. a c E c. No other expenditures made by VENDOR shall be reimbursed by CITY. a © 1 ® 3. TERM; TERMINATION. The term of this Agreement shall be for a period of one year, from July 1, 2012 to June 30,2013. m V C j This Agreement may be terminated at any time by thirty (30) days written notice by m c either party. The duration of this Agreement may be extended with the written consent of both E E m parties. w N o ' 4. INDEMNITY. + E CITY agrees to indemnify and hold harmless VENDOR, its officers, agents and a L m volunteers from any and all claims, actions, losses, damages and/or liability resulting from a CITY's negligent acts or omissions arising from the CITY's performance of its obligations m under the Agreement. c 0 VENDOR agrees to indemnify and hold harmless the CITY, its officers, agents, and volunteers from any and all claim, actions, losses, damages and/or liability resulting from � c VENDOR's negligent acts or omissions arising from the VENDOR's performance of its m c obligations under the Agreement. 0 E In the event the CITY and/or the VENDOR is found to be comparatively at fault for any r N claim, action, loss, or damage which results from their respective obligations under the m E Agreement, the CITY and/or VENDOR shall indemnify the other to the extent of this a comparative fault. m E m 5. INSURANCE. a While not restricting or limiting the foregoing, during the term of this Agreement, d E VENDOR shall maintain in effect policies of comprehensive public, general and automobile a liability insurance, in the amount of $1,000,000.00 combined single limit, and statutory 2 worker's compensation coverage, and shall file copies of said policies with the CITY's Risk Manager prior to undertaking any work under this Agreement. CITY shall be set forth as an m v additional named insured in VENDOR'S Commercial Genera] Liability policy of insurance `m c m provided hereunder. VENDOR shall notify CITY of any change or termination in the policy S by sending written notice to the address indicated herein. d N 6. NON-DISCRIMINATION. U) w In the performance of this Agreement and in the hiring and recruitment of employees, E d a VENDOR shall not engage in,nor permit its officers, employees or agents to engage in, d U U discrimination in employment of persons because of their race,religion, color,national origin, N ancestry, age, mental or physical disability,medical condition, marital status, sexual gender or sexual orientation, or any other status protected by law, except as permitted pursuant to Section o .2 m 12940 of the California Government Code. � v a 7. INDEPENDENT CONTRACTOR c c VENDOR shall perform work tasks provided by this Agreement, but for all intents and S 'm f purposes VENDOR shall be an independent contractor and not an agent or employee of the m w r CITY. VENDOR shall secure, at its expense, and be responsible for any and all payment of w w Income Tax, Social Security, State Disability Insurance Compensation, Unemployment E 0 IL Compensation, and other payroll deductions for VENDOR and its officers, agents, and c m employees, and all business license, if any are required, in connection with the services to be d a performed hereunder. c m S. BUSINESS REGISTRATION CERTIFICATE AND OTHER REQUIREMENTS. u w VENDOR warrants that it possesses, or shall obtain and maintain, a business a registration certificate pursuant to Chapter 5 of the Municipal Code, and any other license, 3 Packet Pg. 367 Qpermits, qualifications, insurance and approval of whatever nature that are legally required of VENDOR to practice its business or profession. m u 9. NOTICES. _ d Any notices to be given pursuant to this Agreement shall be deposited with the United States Postal Service,postage prepaid and addressed as follows: v N a TO THE CITY: Andrea Travis-Miller,Acting City Manager v . 300 North"D"Street " San Bernardino, CA 92418 E Telephone: (909) 384-5122 a" A v TO THE VENDOR: Contracts Administration,Accela,Inc. a 2633 Camino Ramon, Suite 120 Bishop Ranch 3 San Ramon, CA 94583 Telephone: (925)659-320 0 0 10. ATTORNEYS' FEES In the event that litigation is brought by any party in connection with this Agreement, „ U C the prevailing party shall be entitled to recover from the opposing P a rt Y all costs and expenses, d c including reasonable attorneys' fees, incurred by the prevailing party in the exercise of any of 20 E its rights or remedies hereunder or the enforcement of any of the terms, conditions or r N provisions hereof. The costs, salary and expenses of the City Attorney and members of his E office in enforcing this Agreement on behalf of the CITY shall be considered as "attorneys' a fees"for the purposes of this paragraph. E E m 11. ASSIGNMENT. a VENDOR shall not voluntarily or by operation of law assign, transfer, sublet or d E L encumber all or any part of the VENDOR's interest in this Agreement without CITY's prior a written consent. Any attempted assignment, transfer, subletting or encumbrance shall be void 4 Packet Pg. 368 Qand shall constitute a breach of this Agreement and cause for the termination of this Agreement. Regardless of CITY'S consent,no subletting or assigmnent shall release VENDOR m of VENDOR's obligation to perform all other obligations to be performed by VENDOR c d hereunder for the term of this Agreement. Notwithstanding, VENDOR may assign its rights f and obligations hereunder for purposes of financing or pursuant to corporate transactions m involving the sale of all or substantially all of its stock or assets. W a 12. VENUE. E d IL The parties hereto agree that all actions or proceedings arising in connection with this m U U Agreement shall be tried and litigated either in the State courts located in the County of San a N Bernardino, State of California or the U.S. District Court for the Central District of California, Riverside Division. The aforementioned choice of venue is intended by the parties to be c .y mandatory and not permissive in nature. 13. GOVERNING LAW. m d This Agreement shall be governed by the laws of the State of California. 14. SUCCESSORS AND ASSIGNS. d N This Agreement shall be binding on and inure to the benefit of the parties to this y a Agreement and their respective heirs,representatives,successors,and assigns. € m a 15. HEADINGS. c m The subject headings of the sections of this Agreement are included for the purposes of m convenience only and shall not affect the construction or the interpretation of any of its c d provisions. t u m �r/ 5 16. SEVERABILITY. If any provision of this Agreement is determined by a court of competent jurisdiction to m be invalid or unenforceable for any reason, such determination shall not affect the validity or c m enforceability of the remaining terms and provisions hereof or of the offending provision in any •S f other circumstance, and the remaining provisions of this Agreement shall remain in full force m N a and effect. 0) N 17. ENTIRE AGREEMENT; MODIFICATION. m a This Agreement constitutes the entire agreement and the understanding between the m v a parties, and supersedes any prior agreements and understandings relating to the subject manner •• rn N W of this Agreement. This Agreement may be modified or amended only by a written instrument executed by all parties to this Agreement. c N IN WITNESS THEREOF, the parties hereto have executed this Agreement on the day > and date set forth below. d Dated: 2012 ACCELA, INC., VENDOR E By T Its Assistant Corporate Secretary y + 2 E Dated 2012 CITY OF SAN BERNARDINO a" c v By: E Andrea Travis-Miller,Acting City Manager rn a d Approved as to Form: E JAMES F. PENMAN, City Attorney a B 6 Packet Pg. 370 7.F.e Vendor Service Agreement by and between Accela, Inc. and the City of San Bernardino. EXHIBIT"1"—MAINTENANCE AGREEMENT 1. No Third Party Beneficiaries This Maintenance Agreement("MK) is intended for the exclusive benefit of the u Parties;nothing herein will be construed to create any benefits,rights,or responsibilities in any other parties. a c a 2. Term This MA is effective during the period specified hereinbelow. CITY may elect to continue its c maintenance coverage for additional annual terms by paying to VENDOR the fees associated with such terms w when these are due. Should CITY fail to renew its maintenance coverage or pay the applicable fees, E VENDOR reserves the right to withhold all support. If CITY resumes maintenance coverage after one or more S periods without such coverage, CITY will pay an amount equivalent to one hundred ten percent(110%) of all w 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. E 3. Scope of Maintenance a m 3.1. Maintenance Services u 3.1.1.Telephone Support VENDOR will provide CITY with a telephone number to contact the m Customer Resource Center (CRC), VENDOR's live technical support facility, which is available from 4:00 a.m. until 6:00 p.m. Pacific time Monday through Friday, excluding VENDOR's observed holidays. 0 3.1.2.E-Mail Support VENDOR will provide CITY with one or more electronic mail addresses to which CITY may submit routine or non-critical support requests,which VENDOR will address W' during its regular business hours. u c 313. Online Support VENDOR will provide CITY with access to archived software updates and other technical information in VENDOR's online support databases, which are continuously available. R g E 3.1.4. Remote Support When required to property resolve a maintenance request, VENDOR will ;: provide remote assistance to CITY via the WebE0 Meeting Center°^ environment or 0 another mutually-acceptable remote communications method. + m 3.1.5. On-Site Support If CITY does not wish for VENDOR to resolve its maintenance requests E remotely, VENDOR will provide on-site assistance to CITY at VENDOR's then-current time- a and-materials rates. In addition to these charges, CITY will compensate VENDOR for associated airfare, lodging, rental transportation, meals, and other incidental expenses as such expenses accrue. E m 0 3.1.6.Software Updates VENDOR will provide revisions of and enhancements to maintained ¢ software products to CITY as such updates are generally-released by VENDOR. c E E 3.2. Maintenance Limitations r u m >r 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 VENDOR-maintained software products; .,. 7 b) Services required due to software corrections, customizations, or modifications not developed or authorized by VENDOR; c) Services required by CITY to be performed by VENDOR outside of VENDOR's usual working hours; d) Services required due to external factors including, but not necessarily limited to, CITY's use of software or hardware not authorized by VENDOR; e) Services required to resolve or work-around conditions which cannot be reproduced c in VENDOR's support environment; f) Services which relate to tasks other than maintenance of CITY's existing £ implementation and configuration of the VENDOR-maintained software products 2 including, but not necessarily limited to, enhancing or adapting such products for 0 specific operating environments; + g) Services requested by CITY to implement software updates provided by VENDOR pursuant to this MA;and h) New or additional applications, modules, or functionality released by VENDOR a during the term of this MA. m a v v 3.2.2. Legacy Releases VENDOR will provide maintenance support for the current release of each ¢ of its maintained software applications and for the release immediately preceding such N current release. All other releases are deemed to be "Legacy Releases". VENDOR will NW respond to maintenance requests concerning Legacy Releases only using currently- available information. Services requiring additional research, engineering-level support coding or programming by VENDOR will not be provided pursuant to this MA, but may be o separately available at rates and on terms which may vary from those described herein. d rr 4. Other Terms and Conditions c 4.1. CITY Obligations As required, CITY will provide VENDOR with appropriate access to CITY's facilities, data systems, and other resources. If Security restrictions impair such access, CITY acknowledges that some maintenance services hereunder may not be provided to CITY. It is CITY's sole responsibility to maintain current backup copies of its data and of its implementation of VENDOR's software products. If E CITY's failure to create proper backups substantially increases the difficulties of any remedial actions by N VENDOR hereunder, VENDOR reserves the right to charge CITY for any extra work reasonably- y attributable to such increased difficulty, as calculated at VENDOR's then-current time-and-materials + rates. E 42 Proprietary Righis The remedial methods, software updates, and product information provided to CITY a pursuant to this MA are protected under the laws of the United States and the individual states and by intemational treaty provisions. VENDOR retains full ownership in such items and grants to CITY a d limited, nonexclusive, nontransferable license to use the items, subject to the terms and conditions of this E MA and other agreements between VENDOR and CITY. d m 4.3. Limitation of Liability VENDOR 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 E affected by remedial or other actions performed pursuant to this MA; VENDOR bears no liability for and 0 has no obligation to remedy such effects. Except as set forth herein,VENDOR provides all Maintenance y 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 VENDOR's cumulative liability for any general, incidental, special, compensatory, or punitive damages whatsoever 8 Packet Pg. 372 L.. suffered by CITY or any other person or entity exceed the fees paid to VENDOR by CITY during the twelve(12)calendar months immediately preceding the circumstances which give rise to such claim(s)of liability,even if VENDOR or its agents have been advised of the possibility of such damages. d 4.4. 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. 4.5. Survival The following provisions will survive the termination or expiration of this MA: Section 2, as to E CITY's obligation to pay any fees associated with a lapse in maintenance coverage upon resumption of a; such coverage and Section 4 and all subsections thereof with the exceptions of Subsections 4.1 and 4.4. w 4.6. Alternate Terms Disclaimed The parties expressly disclaim any alternate terms and conditions M accompanying drafts and/or purchase orders issued by CITY. E N IL Exhibit Follows. ° m U U Q N 00 C O .N d U U C N C d C E U N U)n 4 N E d a c v E u m m Q c E E z u O Q 9 Packet Pg.373 EXHIBIT 2 Deliverables Fee: Accela'PERMITS'Plus®Maintenance 30 Concurrent User Licenses $16,3363 Acoela'PERMITS' Plus Client Server' Maintenance 30 Concurrent User Licenses $7,170.41 c Accela'PERMITS'ConnectTM Maintenance 30 Concurrent User Licenses $2,338.4; m Acrela'PERMITS'WorkNOWTO Maintenance 30 Concurrent User Licenses $3,087.5f c Accela'PERMITS'Scan-ltT Maintenance 30 Concurrent User Licenses $703.1; f Accela'PERMITS'Office LinkTM Maintenance 30 Concurrent User Licenses $870.81 E Accela Wireless Maintenance 20 Concurrent User Licenses $19,027.4; to Accela GIST°'with 0 8mized Routing Maintenance 20 named user licenses $4,874.4£ Al GIS Optimized Roulin Site Maintenance $2,926.71 ++0 E m a m m v u a Total of Fees $57'335:53 N Maintenance Fees are fixed-price deliverables for which full payment is due upon signing. Maintenance Fees are for the period July 1,2012 to June 30,2013. o 2 END OF DOCUMENT > 'dw v c n c v E M E m N T N N E `w a E d E m d m Q c E E U U N Q 10