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Home My WebLink About130079 ACCELA INC - CONTRACT - CONTRACT - 21842SERVICES AGREEMENT 1. Parties ACCELA Accela, Inc. 4160 Dublin Boulevard, Suite 128 Dublin, California 94568 Attention: Colin Samuels T: 925.560.6577x192 F: 925.8286622 e-Mail: csamuels@accela.com PARTICIPANT City of Fort Collins, Colorado P.O. Box 580 Fort Collins, Colorado 80522 Attention: Dan Coldiron T: 970-221-6844 F: 970-221-6329 e-Mail: dcoldiron@fcgov.com This Services Agreement ("SA") 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. 1. Term and Termination 1.1 Term Provided that Customer signs and returns this SA to Accela no later than December 31, 2004, this SA is effective as of the date of Customer's signature ("Effective Date") and will continue until completion of the services deliverables described herein ("Project Completion Date"). 1.2 Termination Either party may terminate if the other party materially breaches this SA and, after receiving a written notice describing the circumstances of the default, fails to correct the breach within thirty (30) days. Upon any termination or expiration of this SA, all rights granted to Customer are cancelled and revert to Accela. 2. Professional Services Accela will provide the implementation and training services ("Professional Services") described in Exhibit A. 2.1 Warranty Accela will commence and complete the Professional Services in a good and workmanlike manner, consistent with the practices and standards of care generally -accepted within and expected of Accela's industry. 2.2 Acceptance Accela will notify Customer upon completion of the implementation services. For a period not to exceed thirty (30) calendar days in duration ("Test Period"), Customer may evaluate the operation of the Application Services in a test environment or using test data. If Customer reasonably determines that its operational use of the Application Services is substantially impaired by one or more material errors in the Application Services, it will so notify Accela in writing prior to the completion of the Test Period ("Adverse Notification"), specifying in sufficient detail the nature of the error(s). Upon receipt of an Adverse Notification, Accela will correct any identified and reproducible material errors in the Application Services within a reasonable time and Customer may retest the Application Services for as many as fifteen (15) additional calendar days. Acceptance will be deemed to occur when a) Customer notifies Accela that the Application Services have successfully completed Customer's testing; b) the Test Period or subsequent retesting period(s) are completed without an Adverse Notification being received by Accela from Customer; or c) Customer uses the Application Services in a "live" environment to perform its customary governmental, administrative, or business activities, whichever first occurs ("Acceptance Date"). 2.3 Customer Cooperation As required, Customer agrees to provide Accela with appropriate access to Customer's facilities, personnel, data systems, and other resources. Customer acknowledges that the implementation process described in this SA is cooperative in nature and that Customer must complete its designated tasks in a timely manner in order for Accela to proceed with and complete the Services Agreement (SA), Version 4.2c Page 1 of 9 Professional Services. Customer delays during the implementation period may have adverse collateral effects on Accela's overall work schedule. Although Accela will use its best efforts to immediately resume work following such a delay, Customer acknowledges that schedules for the Professional Services may be delayed by more than the number of days delayed by Customer. Customer agrees that if additional time is required to complete the Professional Services because of Customer delays, such time will be charged to Customer at Accela's then -current time -and -materials rates. 2.4 Compensation 2.4.1 Implementation Fees In exchange for the Professional Services described hereinabove, Customer will pay to Accela upon the occurrence of the billing events described in Exhibit A the amounts designated therein. In addition to such amounts, Customer will reimburse Accela for airfare, travel time, lodging, rental transportation, meals, and other miscellaneous expenses at current rates. 2.4.2 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. With the exception of amounts designated in Exhibit A as "Due Upon Signing", Customer will be invoiced for all amounts as they become due. The payment terms of all invoices are net thirty (30) days from the dates of the invoices. Any payment not paid to Accela within 30 days of the billing date will incur a late payment fee equal to five percent (5%) of the amount past due and will accrue interest in an amount equal to one -and -a -half percent (1.5%) per month, compounded monthly, on the outstanding balance from the billing date and 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. 3. Confidentiality 3.1 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 SA or Disclosing Party's intellectual property rights; c) information disclosed pursuant to Subsection 4.4 below; Services Agreement (SA), Version 4.2c Page 2 of 9 4.8 Severability and Amendment If any particular provision of this SA is determined to be invalid or unenforceable, that determination will not affect the other provisions of this SA, which will be construed in all respects as if the invalid or unenforceable provision were omitted. No extension, modification, or amendment of this SA will be effective unless it is described in writing and signed by the Parties. ACCELA r By: (Signature (Print Name) CUSTOMER By: (Sign ) J ss f3 Oay� (Print Name) Its tg�✓L Its ox. PJ2�fi�� ' (Title) (Title) /Zr$ k--O-Lc.—T— Dated: / 2 b 'i loq Dated: ( 1 2.S% q( (Month, Day, Year) (Month, Day, Year) Exhibit Follows. END OF DOCUMENT Services Agreement (SA), Version 4.2c Page 5 of 9