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CITY OF SAN BERNARDINO - REQUEST FOR COUNCIL ACTION
From: TOM MAREK,
IT DIRECTOR
Subject: RESOLUTION OF THE
MAYOR AND COMMON COUNCIL OF
THE CITY OF SAN BERNARDINO
AUTHORIZING THE EXECUTION OF
AN AGREEMENT AND PURCHASE
ORDER TO ACCELA, INC., FOR
MAINTENANCE OF THE PERMITS+
SYSTEM.
Dept: ADMINIINFORMATION
TECHNOLOGY DIVISION
Date: JULY 17, 2007
MICC Meeting Date: September 17, 2007
Synopsis of Previous Council Action:
September 4,2007 - the City Council continued this item to the September 17,2007
meeting.
August 20, 2007 - the City Council continued this item to the September 4, 2007
meeting.
June 21, 2005 - Resolution 2005-158 - Council approved the execution of a Permits+
annual maintenance agreement with Accela, Inc.
Recommended Motion:
Adopt resolution.
/~~
Signature j ~/"'j
Contact person: Tom Marek
Phone:
384-5947
Supporting data attached: Staff ReDort. Aareement
Ward:
FUNDING REQUIREMENTS: Amount:
$ 38,423.00
Source: (Acct. No.)
679-251-5172
(Acct. Description) Equipment Maintenance
Finance:
Council Notes:
Agenda Item No.
=//07
.2 '/7'07
CITY OF SAN BERNARDINO - REQUEST FOR COUNCIL ACTION
Staff Report
Subject:
Resolution of the Mayor and Common Council of the City of San Bernardino authorizing the
execution of an agreement and purchase order to Accela, Inc., for maintenance of the Permits+
system.
Background:
The Permits+ system was originally purchased in 1995, and is used by Development Services,
Fire Department, Code Compliance Division, and the Water Department. This system is used to
produce and track various permits, cases, and inspections.
Accela, Inc. (formerly Sierra Computer Systems, Inc.), located in Visalia, 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.
Financial Impact:
The annual cost for maintenance and support of the Permits+ system for fiscal year 2007/2008 is
$38,423.00. The amount for fiscal year 2006/2007 was $30,878.00 for an increase of $7,545.00
in fiscal year 2007/2008.
Recommendation:
Adopt resolution.
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RESOLUTION NO.
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RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF
SAN BERNARDINO AUTHORIZING THE EXECUTION OF AN AGREEMENT AND
PURCHASE ORDER TO ACCELA, INC., FOR MAINTENANCE OF THE PERMITS+
SYSTEM.
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BE IT RESOLVED BY THE MAYOR AND COMMON COUNCIL OF THE CITY OF
SAN BERNARDINO AS FOLLOWS:
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SECTION 1: That the Director of Finance or his/her designee is hereby authorized to issue
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an Annual Purchase Order to Accela, Inc., (the sole source for maintenance ofthe City's Permits+
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system) in an amount not to exceed $38,423.00 for Fiscal Year 2007/2008 for maintenance of the
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City's Permits+ system. The Purchase Order shall reference the number ofthis resolution and shall
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read, "Annual Permits+ Gold Maintenance, FY 2007/2008. Not to exceed $38,423.00." and shall
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incorporate the terms and conditions of this Resolution including the attached Agreement.
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SECTION 2. That the City Manager of the City of San Bernardino is hereby authorized to
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execute on behalf of said City an Agreement between the City of San Bernardino and Accela, Inc.,
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a copy of which is attached hereto.
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SECTION 3: This purchase is exempt from the formal contract procedures of Section
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3.04.010 of the Municipal Code, pursuant to Section 3.04.01O(B)(3) of said Code, "Purchases
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approved by the Mayor and Common Council".
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SECTION 4: Any actions under this Agreement between July 1, 2007 and the passage of
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this Resolution are hereby ratified.
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SECTION 5: The authorization to execute the above-referenced Agreement and issue the
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above-referenced Purchase Order is rescinded if not executed/issued within sixty (60) days of the
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passage of this Resolution.
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1
RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN
BERNARDINO AUTHORIZING THE EXECUTION OF AN AGREEMENT AND
PURCHASE ORDER TO ACCELA, INC., FOR MAINTENANCE OF THE PERMITS+
SYSTEM.
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I HEREBY CERTIFY that the foregoing resolution was duly adopted by the Mayor and
Common Council ofthe City of San Bernardino at a meeting thereof, held on
the day of ,2007, by the following vote, to wit:
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6
7 Council Members
8 ESTRADA
9
BAXTER
10
BRINKER
11
12 DERRY
13 KELLEY
14 JOHNSON
15 McCAMMACK
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18
Abstain
Absent
Aves
Navs
Rachel G. Clark, City Clerk
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The foregoing resolution is hereby approved this
day of
,2007
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Patrick J. Morris, Mayor
City of San Bernardino
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Approved as to form:
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sF. Penman, City Attorney
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VENDOR SERVICE AGREEMENT
This Vendor Service Agreement is entered into this 1st day of July
2007, by and between Accela, Inc. ("VENDOR") and the City of San Bernardino
("CITY").
WHEREAS, the Mayor and Common Council has determined that it is advantageous
and in the best interest of the CITY to contract for the maintenance of its permitting and
inspection application, Permits+, and
WHEREAS, the City of San Bernardino did solicit and accept a quote from the only
vendor who supports this application;
NOW, THEREFORE, the parties hereto agree as follows:
1. SCOPE OF SERVICES.
For the remuneration stipulated, San Bernardino hereby engages the services of
VENDOR to provide those products and services as set forth on Exhibit "A," attached hereto
and incorporated herein.
2. COMPENSATION AND EXPENSES.
a. For the services delineated above, the CITY, upon presentation of an invoice, shall
pay VENDOR up to the amount of$38,423.00.
b. No other expenditures made by VENDOR shall be reimbursed by CITY,
3. TERM; TERMINATION.
The term of this Agreement shall be for a period of one year.
Exhibit " A"
I
This Agreement may be terminated at any time by thirty (30) days written notice by
either party. The terms ofthis Agreement shall remain in force unless mutually amended. The
duration of this Agreement may be extended with the written consent of both parties.
4. INDEMNITY.
CITY agrees to indemnify and hold harmless VENDOR, its officers, agents and
volunteers from any and all claims, actions, losses, damages and/or liability resulting from
CITY's negligent acts or omissions arising from the CITY's performance of its obligations
under the Agreement.
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
VENDOR's negligent acts or omissions arising from the VENDOR's performance of its
obligations under the Agreement.
In the event the CITY and/or the VENDOR is found to be comparatively at fault for any
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
comparative fault.
5. INSURANCE.
While not restricting or limiting the foregoing, during the term of this Agreement,
VENDOR shall maintain in effect policies of comprehensive public, general and automobile
liability insurance, in the amount of $1,000,000.00 combined single limit, and statutory
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
additional named insured in VENDOR'S Commercial General Liability policy of insurance
2
provided hereunder. VENDOR shall notify CITY of any change or termination in the policy
by sending written notice to the address indicated herein.
6. NON-DISCRIMINATION.
In the performance of this Agreement and in the hiring and recruitment of employees,
VENDOR shall not engage in, nor permit its officers, employees or agents to engage in,
discrimination in employment of persons because of their race, religion, color, national origin,
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
12940 of the California Government Code.
7. INDEPENDENT CONTRACTOR.
VENDOR shall perform work tasks provided by this Agreement, but for all intents and
purposes VENDOR shall be an independent contractor and not an agent or employee of the
CITY. VENDOR shall secure, at its expense, and be responsible for any and all payment of
Income Tax, Social Security, State Disability Insurance Compensation, Unemployment
Compensation, and other payroll deductions for VENDOR and its officers, agents, and
employees, and all business license, if any are required, in connection with the services to be
performed hereunder.
8. BUSINESS REGISTRATION CERTIFICATE AND OTHER REQUIREMENTS.
VENDOR warrants that it possesses, or shall obtain and maintain, a business
registration certificate pursuant to Chapter 5 of the Municipal Code, and any other license,
permits, qualifications, insurance and approval of whatever nature that are legally required of
VENDOR to practice its business or profession.
1/1/
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9. NOTICES.
Any notices to be given pursuant to this Agreement shall be deposited with the United
States Postal Service, postage prepaid and addressed as follows:
TO THE CITY:
Fred Wilson, City Manager
300 North "D" Street
San Bernardino, CA 92418
Telephone: (909) 384-5122
TO THE VENDOR:
Contracts Administration, Accela, Inc.
2633 Camino Ramon, Suite 120
Bishop Ranch 3
San Ramon, CA 94583
Telephone: (925) 659-320
10. ATTORNEYS' FEES
In the event that litigation is brought by any party in connection with this Agreement,
the prevailing party shall be entitled to recover from the opposing party all costs and expenses,
including reasonable attorneys' fees, incurred by the prevailing party in the exercise of any of
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
office in enforcing this Agreement on behalf of the CITY shall be considered as "attorneys'
fees" for the purposes of this paragraph.
11. ASSIGNMENT.
VENDOR shall not voluntarily or by operation of law assIgn, transfer, sublet or
encumber all or any part of the VENDOR's interest in this Agreement without CITY's prior
written consent. Any attempted assignment, transfer, subletting or encumbrance shall be void
and shall constitute a breach of this Agreement and cause for the termination of this
Agreement. Regardless of CITY's consent, no subletting or assignment shall release VENDOR
4
of VENDOR's obligation to perform all other obligations to be performed by VENDOR
hereunder for the term of this Agreement. Notwithstanding, VENDOR 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.
12. VENUE.
The parties hereto agree that all actions or proceedings arising in connection with this
Agreement shall be tried and litigated either in the State courts located in the County of San
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
mandatory and not permissive in nature.
13. GOVERNING LAW.
This Agreement shall be governed by the laws of the State of California.
14. SUCCESSORS AND ASSIGNS.
This Agreement shall be binding on and inure to the benefit of the parties to this
Agreement and their respective heirs, representatives, successors, and assigns.
15. HEADINGS.
The subject headings of the sections of this Agreement are included for the purposes of
convemence only and shall not affect the construction or the interpretation of any of its
prOVISIOns.
16. SEVERABILITY.
If any provision of this Agreement is determined by a court of competent jurisdiction to
be invalid or unenforceable for any reason, such determination shall not affect the validity or
enforceability of the remaining terms and provisions hereof or of the offending provision in any
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other circumstance, and the remaining provisions of this Agreement shall remain in full force
and effect.
17. ENTIRE AGREEMENT; MODIFICATION.
This Agreement constitutes the entire agreement and the understanding between the
parties, and supersedes any prior agreements and understandings relating to the subj ect manner
of this Agreement. This Agreement may be modified or amended only by a written instrument
executed by all parties to this Agreement.
IN WITNESS THEREOF, the parties hereto have executed this Agreement on the day
and date set forth below.
Dated:
,2007
ACCELA, INC., VENDOR
By:
Its Assistant Corporate Secretary
Dated
,2007
CITY OF SAN BERNARDINO
By:
Fred Wilson, City Manager
Approved as to Form:
By:
James F. Penman, City Attorney
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EXHIBIT "Au - MAINTENANCE AGREEMENT
1. No Third Party Beneficiaries 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 This MA is effective during the period specified hereinbelow. CITY may elect to continue its
maintenance coverage for additional annual terms by paying to VENDOR the fees associated with such terms
when these are due. Should CITY fail to renew its maintenance coverage or pay the applicable fees,
VENDOR reserves the right to withhold all support. If CITY resumes maintenance coverage after one or more
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
pricing in effect at the time of resumption of maintenance coverage.
3. Scope of Maintenance
3.1. Maintenance Services
3.1.1. Telephone Support VENDOR will provide CITY with a telephone number to contact the
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.
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
during its regular business hours.
3.1.3. 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.
3.1.4. Remote Support When required to properly resolve a maintenance request, VENDOR will
provide remote assistance to CITY via the WebExT" Meeting CenterT" environment or
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-
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.
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.
3.2. Maintenance Limitations
3.2.1. Limitations Generallv 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;
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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
in VENDOR's support environment;
n Services which relate to tasks other than maintenance of CITY's existing
implementation and configuration of the VENDOR-maintained software products
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
during the term of this MA.
3.2.2. Leaacy Releases VENDOR 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". VENDOR 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 VENDOR 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.
4 Other Terms and Conditions
4.1. CITY Obliaations 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
CITY's failure to create proper backups substantially increases the difficulties of any remedial actions by
VENDOR hereunder, VENDOR reserves the right to charge CITY for any extra work reasonably-
attributable to such increased difficulty, as calculated at VENDOR's then-current time-and-materials
rates.
4.2. Proprietary Riahts 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
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
MA and other agreements between VENDOR and CITY.
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
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
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
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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 c1aim(s) of
liability, even if VENDOR or its agents have been advised of the possibility of such damages.
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
CITY's obligation to pay any fees associated with a lapse in maintenance coverage upon resumption of
such coverage and Section 4 and all subsections thereof with the exceptions of Subsections 4.1 and 4.4.
4.6. Alternate Terms Disclaimed The parties expressly disclaim any alternate terms and conditions
accompanying drafts and/or purchase orders issued by CITY.
Exhibit Follows.
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EXHIBIT 1
Deliverables Fees
Accela 'PERMITS' Plus@ Maintenance (58 Concurrent User Licenses) $19,610.95
Accela 'PERMITS' Plus Client Server'M Maintenance (58 Concurrent User LicenseSl $8,607.75
Accela 'PERMITS' Connect'M Maintenance (58 Concurrent User Licenses) $2,807.15
Accela 'PERMITS' Workflow'M Maintenance 158 Concurrent User Licenses) $3,706.45
Accela 'PERMITS' Scan-It'M Maintenance (58 Concurrent User Licenses) $844.10
Sales Tax on 50% of Maintenance $1,423.06
I Total of Fees $36,999.46
Maintenance Fees are fixed-price deliverables for which full payment is due upon signing.
Maintenance Fees are for the period July 1, 2007 to June 30, 2008.
California State Sales Tax has been calculated on 50% of total Maintenance Fees.
END OF DOCUMENT
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VENDORSER~CEAGREEMENT
This Vendor Service Agreement is entered into this Ist day of July
2007, by and between Accela, Inc. ("VENDOR") and the City of San Bernardino
("CITY").
WHEREAS, the Mayor and Common Council has determined that it is advantageous
and in the best interest of the CITY to contract for the maintenance of its permitting and
inspection application, Permits+, and
WHEREAS, the City of San Bernardino did solicit and accept a quote from the only
vendor who supports this application;
NOW, THEREFORE, the parties hereto agree as follows:
1. SCOPE OF SER~CES.
For the remuneration stipulated, San Bernardino hereby engages the services of
VENDOR to provide those products and services as set forth on Exhibit "A," attached hereto
and incorporated herein.
2. COMPENSATION AND EXPENSES.
a. For the services delineated above, the CITY, upon presentation of an invoice, shall
pay VENDOR up to the amount of $38,423.00.
b. No other expenditures made by VENDOR shall be reimbursed by CITY,
3. TERM; TERMINATION.
The term of this Agreement shall be for a period of one year.
I
This Agreement may be terminated at any time by thirty (30) days written notice by
either party. The terms of this Agreement shall remain in force unless mutually amended. The
duration of this Agreement may be extended with the written consent of both parties.
4. INDEMNITY.
CITY agrees to indemnifY and hold harmless VENDOR, its officers, agents and
volunteers from any and all claims, actions, losses, damages and/or liability resulting from
CITY's negligent acts or omissions arising from the CITY's performance of its obligations
under the Agreement.
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
VENDOR's negligent acts or omissions arising from the VENDOR's performance of its
obligations under the Agreement.
In the event the CITY and/or the VENDOR is found to be comparatively at fault for any
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
comparative fault.
5. INSURANCE.
While not restricting or limiting the foregoing, during the term of this Agreement,
VENDOR shall maintain in effect policies of comprehensive public, general and automobile
liability insurance, in the amount of $1,000,000.00 combined single limit, and statutory
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
provided hereunder. VENDOR shall notify CITY of any change or termination in the policy
by sending written notice to the address indicated herein.
6. NON-DISCRIMINATION.
In the performance of this Agreement and in the hiring and recruitment of employees,
VENDOR shall not engage in, nor permit its officers, employees or agents to engage in,
discrimination in employment of persons because of their race, religion, color, national origin,
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
12940 of the California Government Code.
7. INDEPENDENT CONTRACTOR.
VENDOR shall perform work tasks provided by this Agreement, but for all intents and
purposes VENDOR shall be an independent contractor and not an agent or employee of the
CITY. VENDOR shall secure, at its expense, and be responsible for any and all payment of
Income Tax, Social Security, State Disability Insurance Compensation, Unemployment
Compensation, and other payroll deductions for VENDOR and its officers, agents, and
employees, and all business license, if any are required, in connection with the services to be
performed hereunder.
8. BUSINESS REGISTRATION CERTIFICATE AND OTHER REQUIREMENTS.
VENDOR warrants that it possesses, or shall obtain and maintain, a business
registration certificate pursuant to Chapter 5 of the Municipal Code, and any other license,
permits, qualifications, insurance and approval of whatever nature that are legally required of
VENDOR to practice its business or profession.
/ /I /
3
9. NOTICES.
Any notices to be given pursuant to this Agreement shall be deposited with the United
States Postal Service, postage prepaid and addressed as follows:
TO THE CITY:
Fred Wilson, City Manager
300 North "D" Street
San Bernardino, CA 92418
Telephone: (909) 384-5122
TO THE VENDOR:
Contracts Administration, Accela, Inc.
2633 Camino Ramon, Suite 120
Bishop Ranch 3
San Ramon, CA 94583
Telephone: (925) 659-320
10. ATTORNEYS' FEES
In the event that litigation is brought by any party in connection with this Agreement,
the prevailing party shall be entitled to recover from the opposing party all costs and expenses,
including reasonable attorneys' fees, incurred by the prevailing party in the exercise of any of
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
office in enforcing this Agreement on behalf of the CITY shall be considered as "attorneys'
fees" for the purposes of this paragraph.
11. ASSIGNMENT.
VENDOR shall not voluntarily or by operation of law aSSign, transfer, sublet or
encumber all or any part of the VENDOR's interest in this Agreement without CITY's prior
written consent. Any attempted assignment, transfer, subletting or encumbrance shall be void
and shall constitute a breach of this Agreement and cause for the termination of this
Agreement. Regardless of CITY's consent, no subletting or assignment shall release VENDOR
4
of VENDOR's obligation to perform all other obligations to be performed by VENDOR
hereunder for the term of this Agreement. Notwithstanding, VENDOR 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.
12. VENUE.
The parties hereto agree that all actions or proceedings arising in connection with this
Agreement shall be tried and litigated either in the State courts located in the County of San
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
mandatory and not permissive in nature.
13. GOVERNING LAW.
This Agreement shall be governed by the laws of the State of California.
14. SUCCESSORS AND ASSIGNS.
This Agreement shall be binding on and inure to the benefit of the parties to this
Agreement and their respective heirs, representatives, successors, and assigns.
15. HEADINGS.
The subject headings of the sections of this Agreement are included for the purposes of
convemence only and shall not affect the construction or the interpretation of any of its
proVISIOns.
16. SEVERABILITY.
If any provision of this Agreement is determined by a court of competent jurisdiction to
be invalid or unenforceable for any reason, such determination shall not affect the validity or
enforceability of the remaining terms and provisions hereof or of the offending provision in any
5
other circumstance, and the remaining provisions of this Agreement shall remain in full force
and effect.
17. ENTIRE AGREEMENT; MODIFICATION.
This Agreement constitutes the entire agreement and the understanding between the
parties, and supersedes any prior agreements and understandings relating to the subject manner
of this Agreement. This Agreement may be modified or amended only by a written instrument
executed by all parties to this Agreement.
IN WITNESS THEREOF, the parties hereto have executed this Agreement on the day
and date set forth below.
Dated:
,2007
ACCELA, INC., VENDOR
By:
Its Assistant Corporate Secretary
Dated
,2007
CITY OF SAN BERNARDINO
By:
Fred Wilson, City Manager
Approved as to Form:
6
EXHIBIT "A" - MAINTENANCE AGREEMENT
1, No Third Party Beneficiaries 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 This MA is effective during the period specified hereinbelow, CITY may elect to continue its
maintenance coverage for additional annual terms by paying to VENDOR the fees associated with such terms
when these are due, Should CITY fail to renew its maintenance coverage or pay the applicable fees,
VENDOR reserves the right to withhold all support, If CITY resumes maintenance coverage after one or more
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
pricing in effect at the time of resumption of maintenance coverage,
3, Scope of Maintenance
3,1, Maintenance Services
3,1.1, Telephone Support VENDOR will provide CITY with a telephone number to contact the
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,
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
during its regular business hours,
3,1,3, 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,
3,1.4, Remote Support When required to properly resolve a maintenance request, VENDOR will
provide remote assistance to CITY via the WebEx ™ Meeting Center ™ environment or
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-
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,
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.
3,2, Maintenance Limitations
3,2,1, Limitations Generallv 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;
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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
usuai working hours;
d) Services required due to externai 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
in VENDOR's support environment;
n Services which relate to tasks other than maintenance of CITY's existing
implementation and configuration of the VENDOR-maintained software products
including, but not necessarily iimited 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 appiications, modules, or functionality released by VENDOR
during the term of this MA.
3.2.2. Leaacy Releases VENDOR 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". VENDOR 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 VENDOR will not be provided pursuant to this MA, but may be
separately availabie at rates and on terms which may vary from those described herein.
4. Other Terms and Conditions
4.1. CITY Obliaations As required, CITY will provide VENDOR with appropriate access to CITY's faciiities,
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
CITY's failure to create proper backups substantially increases the difficulties of any remedial actions by
VENDOR hereunder, VENDOR reserves the right to charge CITY for any extra work reasonably-
attributable to such increased difficulty, as calculated at VENDOR's then-current time-and-materials
rates.
4.2. Proprietarv Riahts 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
international treaty provisions. VENDOR retains full ownership in such items and grants to CITY a
iimited, nonexclusive, nontransferable license to use the items, subject to the terms and conditions of this
MA and other agreements between VENDOR and CITY.
4.3. Limitation of Liabiiitv VENDOR provides no warranty whatsoever for any third-party hardware or software
products. Third-party applications which utiiize or rely upon the Application Services may be adversely
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
Services "as is" without express or impiied 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
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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.
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
CITY's obligation to pay any fees associated with a lapse in maintenance coverage upon resumption of
such coverage and Section 4 and all subsections thereof with the exceptions of Subsections 4.1 and 4.4.
4.6. Alternate Terms Disclaimed The parties expressly disclaim any alternate terms and conditions
accompanying drafts and/or purchase orders issued by CITY.
Exhibit Follows.
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,
EXHIBIT 1
Deliverables Fees
Accela 'PERMITS' Plus@ Maintenance (58 Concurrent User Licenses) $19,610.95
Accela 'PERMITS' Plus Client Server™ Maintenance (58 Concurrent User Licenses) $8,607.75
Accela 'PERMITS' Connect™ Maintenance (58 Concurrent User Licenses) $2,807.15
Accela 'PERMITS' Workflow™ Maintenance (58 Concurrent User Licenses) $3,706.45
Accela 'PERMITS' Scan-IITM Maintenance (58 Concurrent User Licenses) $844.10
Sales Tax on 50% of Maintenance $1,423.06
I Total of Fees $36.999.46
Maintenance Fees are fixed-price deliverables for which fuil payment is due upon signing.
Maintenance Fees are for the period July 1, 2007 to June 30, 2008.
California State Sales Tax has been calculated on 50% of total Maintenance Fees.
END OF DOCUMENT
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