HomeMy WebLinkAbout130079 ACCELA INC - CONTRACT - GENERAL CORRESPONDENCE - 26112License and Services Agreement
1. Parties ACCELA
Accela, Inc.
4160 Dublin Boulevard, Suite 128
Dublin, California 94568
Attention: Colin Samuels
T: 925.560.6577xl92
F: 925.828.4452
e-Mail: csamuels@accela.com
CUSTOMER
City of Fort Collins, Colorado
P.O. Box 580
Fort Collins, Colorado 80522
Attention: Dan Coldiron
T: 970.221.6644
F: 970.221.6329
e-Mail: dcoldiron@fcgov.com
2. Effective Date Provided that Customer signs and returns this Agreement to Accela no later than March 31,
2006, this Amendment is effective as of the date of Customer's signature ("Effective Date").
3. Deliverables and Comoensation
Deliverables ;
Quantity
Fees
Accela Automation® Land Management Module
40 users
$79,960.00
User Licenses
Accela WirelessTM Server License
1
$34,995.00
Accela Wireless Included User Licenses
5
$0.00'
Accela Wireless Additional User Licenses
5
$9,995.00
Accela Citizen AccessTm User Licenses
2
$19,990.00
Accela Citizen Access Per Citizen Fees (Based
1
$360.00
Upon 6,000 Population)
Accela Citizen Access Module Fees (Based Upon
1
$9,995.00
2 Users
First -Term Annual Maintenance for Accela
1
$25,091.08
AutomationTm Land Management User Licenses
First -Term Annual Maintenance for Accela
1
$8,998.00
Wireless Server Software Licenses
Annual Maintenance for Accela Wireless User
Licenses
First -Term Annual Maintenance for Accela Citizen
1
$7,910.00
Access User Licenses
Annual Maintenance for Accela Citizen Access
per citizen fee
Annual Maintenance for Accela Citizen Access
Module Fee
Customer Discount
N/A
$22,851.00 2
Professional Services Estimated
250 hours $185.00lhoura
$46,250.00
%taloFee $0,693.08
n
Amendment Page 1 of 5
number of hours available to Accela to complete the work, there is no guarantee that Accela will need to
work the number of hours estimated to complete the Professional Services. The pricing set forth herein
reflects information generally known to Accela, supplied to Accela by Customer, and based on Accela's
interpretation of the work to be performed. Further information gathered through detailed investigation and
business analysis by Accela may be required before a final cost can be mutually agreed -upon.
Total of Fees includes estimated and contingent amounts.
Customer will have the option to procure, in Customer's sole discretion, one (1) Server and five (5) User licenses for
the Accela Automation Licensing Module computer software application, first -term maintenance therefor, and Accela
Citizen Access module connectivity relating thereto for license fees of $44,495, said amount including a one-time
customer discount of $5,000.00 from Accela's standard prices, maintenance fees of $0.00, said amount including a
one-time customer discount of $899.92 from Accela's standard prices, and module fees of $9,995.00. To exercise
said option, Customer must a) notify Accela in writing on or before August 31, 2006 of Customer's intention to
exercise said option; and b) fully -pay all fees for said deliverables, as described hereinabove, on or before August 31,
2006. If not so exercised, Customer's option will expire after August 31, 2006 and will not be renewed by Accela.
4. Terms and Conditions
4.1. License and Maintenance Fees are due upon signing.
4.2. Professional Services are time -and -materials deliverables for which Customer will be invoiced on a
monthly basis as such Services are rendered.
4.3. In addition to the amounts described above, Customer will reimburse Accela for airfare, travel time, lodging,
rental transportation, meals, and other miscellaneous expenses at current rates.
4.4. Customer will be invoiced for all amounts as they become due; the payment terms of all invoices are net
thirty (30) days from the date of the invoice. Any payment not paid to Accela within five (5) days of the
billing date shall incur a late payment fee equal to five percent (5%) of the amount past due and shall
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 discretion, suspend work, including but
not limited to professional or maintenance services, until payments for all past -due billings have been paid
in full by Customer.
4.5. Amounts are quoted in United States dollars and, unless otherwise indicated, do not include applicable
taxes. 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 a certificate of exemption issued by the applicable taxing authority.
4.6. The software products ("Software") listed above are protected under the laws of the United States and the
individual states and by international treaty provisions. Accela retains full ownership in the Software and
grants to Customer a limited, nonexclusive, nontransferable license to use the Software, subject to the
following terms and conditions:
4.6.1. Customer may make backup copies of the Software only to protect against destruction of the
Software. Customer may copy Accela's documentation for internal use by Customer's
employees.
4.6.2. Customer may not make any form of derivative work from the Software, although Customer
may develop additional or alternative functionality for the Software using tools and/or
techniques licensed to Customer by Accela.
4.6.3. Customer may not obscure, alter, or remove any confidentiality or proprietary rights notices.
4.6.4. Customer is liable to Accela for any losses incurred as the result of unauthorized reproduction
or distribution of the Software which occur while the Software is in Customer's possession or
control.
4.6.5. Customer may use the Software only to process transactions relating to properties within both
its own geographical and political boundaries and may not sell, rent, assign, sublicense, lend,
or share any of its rights under this Agreement.
Amendment Page 2 of 5
4.6.6. The Software may be installed on one or more computers but may not be used by more than
the number of users for which the Customer has User Licenses.
4.6.7. Customer is entitled to receive the Software compiled (object) code and is licensed to use any
data code produced through implementation and/or normal operation of the Software;
Customer is not entitled to receive source code for the Software.
4.6.8. All rights not expressly granted to Customer are retained by Accela.
4.6.9. Accela warrants that it has full power and authority to grant this license and that, as of the
effective date of this Agreement, the Software does not infringe on any existing intellectual
property rights of any third party. If a third party claims that the Software does infringe, Accela
may, at its sole option, secure for Customer the right to continue using the Software or modify
the Software so that it does not infringe. Accela shall have the sole right to conduct the
defense of any legal action and all negotiations for its settlement or compromise. Accela has
no obligation for any claim based upon a modified version of the Software or the combination
or operation of the Software with any product, data, or apparatus not provided by Accela.
Accela provides no warranty whatsoever for any third -party hardware or software products.
4.7. 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 Software
in a test environment or using test data. If Customer reasonably determines that its operational use of the
Software is substantially impaired by one or more material errors in the Software, 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 Software within a reasonable time and Customer may retest the
Software for as many as fifteen (15) additional calendar days. Acceptance will be deemed to occur when
a) Customer notifies Accela that the Software 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 Software in a "live" environment to perform its customary
governmental, administrative, or business activities, whichever first occurs ("Acceptance Date").
4.8. As required, Customer agrees to provide Accela with appropriate access to Customer's facilities,
personnel, data systems, and other resources. Customer acknowledges that the Professional Services
described in this Amendment 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 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.
4.9. During the term of this Amendment, 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, but may not expressly or impliedly indicate Customer's
endorsement of Accela's products or services without Customer's prior written authorization.
4.10. Accela agrees to indemnify, defend, and hold Customer and its officers, agents, and employees harmless
against any claims, suits, or damages arising out of physical property damage or bodily injury caused by
the negligence or misconduct of Accela or its employees or agents while the terms and conditions of this
Amendment remain enforceable. Customer agrees to indemnify, defend, and hold Accela and its officers,
agents, and employees harmless against any claims, suits, or damages arising out of physical property
damage or bodily injury caused by the negligence or misconduct of Customer or its employees or agents
while the terms and conditions of this Amendment remain enforceable.
4.11. Accela provides no warranty whatsoever for any third -party hardware or software products. Third -party
applications which utilize or rely upon the Software may be adversely affected by remedial or other actions
performed pursuant to this Amendment; Accela bears no liability for and has no obligation to remedy such
Amendment Page 3 of 5
effects. Except as set forth herein, Accela provides all Application and Professional 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.
4.12. If either party is delayed in its performance of any obligation under this Amendment 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.
4.13. This Amendment is governed by the laws of the State of Colorado. Any controversy or claim arising out of
or relating to this Amendment, or the breach thereof, will be settled by arbitration administered by the
American Arbitration Association under its Commercial Arbitration Rules, including the Emergency Interim
Relief Procedures, and judgment on the award rendered by the arbitrator may be entered in any court
having jurisdiction thereof. The place of arbitration will be Fort Collins, Colorado. Either party may apply
to the arbitrator for injunctive relief until the arbitration award is rendered or the controversy is otherwise
resolved. Either party also may, without waiving any remedy under this Amendment, seek from any court
having jurisdiction any interim or provisional relief that is necessary to protect the rights or property of that
party, pending the arbitrator's determination of the merits of the controversy. Each party will initially bear
its own expenses and an equal share of the costs of the arbitration, but the prevailing party may be
awarded its expenses, reasonable attorneys' fees, and costs. The failure of either party to object to a
breach of this Amendment will not prevent that party from thereafter objecting to that breach or any other
breach of this Amendment.
4.14. 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.
4.15. Unless specifically amended, modified, or supplemented by this document, all terms and conditions of
prior written agreements between the parties shall remain unchanged and in full force and effect. The
parties expressly disclaim any alternate terms and conditions accompanying drafts and/or purchase orders
issued by Customer.
4.16. If any particular provision of this document is determined to be invalid or unenforceable, that determination
shall not affect the other provisions which shall be construed in all respects as if the invalid or
unenforceable provision were omitted.
ACCELA
By:
Signatures n
Print Name
Its Na S.\,tc ? VIAaAr-G�
Title
Dated: 3 —ir — Z8�
Month, Day, Year
Amendment Page 4 of 5
CUSTOMER
By: —
City Clerk: Signature
Print Name
Dated:
Month, Day, Year
APPROVED,AS TO FORM:
By: Z
Assistant Ci Attomey:Sgnature
-T7, T)ecja✓
Print Name
Dated:
Month, Day, Year
THE CITY OF FORT COLLINS, COLORADO
By: �, 0
J m B. O'Neill II, CPPO, FNIGP
for of Purchasing & Risk Management
Dated:
Month, Day, Year ( //
- FO/q
_.M92
END OF DOCUMENT
Amendment Page 5 of 5