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ACCELA SUBSCRIPTION SERVICES AGREEMENT
This Accela Subscription Services Agreement (this “Agreement”) is entered into as of the date of the applicable Order, as defined below, that incorporates these terms (the “Effective Date”) by and between Accela, Inc. and the entity identified in such Order (“Customer”).
1. DEFINITIONS.
1.1 "Accela System" means the information technology infrastructure used by or on behalf of Accela in performing the Subscriptions Services, including all computers, software (including but not limited to Accela Software), hardware, databases, electronic systems (including database management systems), and networks, whether operated directly by Accela or its third party suppliers.
1.2 "Aggregate Data" means data and information related to Customer's use of the Subscription Services, including anonymized analysis of all data processed in the Subscription Services, that is used by Accela in an aggregate and anonymized manner, including compiling statistical and performance information related to the provision and operation of the Services.
1.3 "Authorized User" means one named employee, contractor or agent of Customer (each identified by a unique email address) for whom Customer has purchased a subscription to the Subscription Services and who is authorized by Customer to access and use the Services under the rights granted to Customer pursuant to this Agreement.
1.4 “Consulting Services” means packaged or time and materials consulting, review, training or other services (but excluding Subscription and Support Services) delivered by Accela to Customer pursuant an Order. The current Consulting Services Policy is available at www.accela.com/terms/.
1.5 “Customer Data” means the content, materials, and data that Customer, Authorized Users, and External Users enter into the Subscription Services. Customer Data does not include any component of the Subscription Services, material provided by or on behalf of Accela, or Aggregate Data.
1.6 “Documentation” means the then-current technical and functional user documentation in any form made generally available by Accela for the Subscription Services.
1.7 “External Users” means third party users of the Subscription Services that access the public-facing interfaces of the Subscription Services to submit queries and requests to facilitate communications between such third party and Customer.
1.8 “Intellectual Property Rights” means any patent rights (including, without limitation, patent applications and disclosures), copyrights, trade secrets, know-how, and any other intellectual property rights, in all cases whether or not registered or registrable and recognized in any country or jurisdiction in the world.
1.9 “Order” means an Accela order form or other mutually acceptable document fully executed between Customer and Accela that incorporates this Agreement.
1.10 “Service Availability Policy” means the Service Availability and Security Policy located at www.accela.com/terms/.
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1.11 “Subscription Services” means the civic administration services, comprised of the Accela System, Software, and Support Services, to which Customer may license access to in accordance with the terms herein.
1.12 “Software” means any licensed software (including client software for Authorized Users’ devices) and Documentation that Accela uses or makes available as part of the Subscription Services.
1.13 “Support Services” means those technical and help services provided by Accela in accordance with the Software Support Services Policies (SaaS) located at www.accela.com/terms/.
1.14 “Subscription Period” means the duration of Customer’s authorized use of the Subscription Services as designated in the Order.
2. USAGE AND ACCESS RIGHTS.
2.1 Right to Access. Subject to the terms and conditions of this Agreement, Accela hereby grants to Customer a limited, non-exclusive, non-transferable right and license during the Subscription Period, to permit: (i) Authorized Users to access and use the internal and administrative interfaces of the Subscription Services in accordance with the Documentation to support Customer’s internal business purposes and (ii) its External Users the ability to access and use the publicly available interfaces to submit requests and information to Customer. Each instance of the Subscription Service shall be provisioned with the amount of storage set forth in the Order and additional storage may be purchased at the then-current rates.
2.2 Suppo rt Services & Service Availability. During the Subscription Period, Accela shall provide to Customer the Support Services specified in the Order and shall make all commercially reasonable efforts to attain the service levels specified in the applicable policies. The remedies set forth in the Support Services and Service Availability Policy are the sole and exclusive remedies for any breach of the service levels. Customer grants Accela a royalty-free, worldwide, transferable, sub- licensable, irrevocable, perpetual license to use or incorporate into its software or services any suggestions or other feedback provided by Customer or Authorized Users relating to the operation or features of the Subscription Services.
2.3 P
urchasing Consulting Services. Customer may purchase Consulting Services from Accela by executing an Order for such services. All prices are exclusive of travel and expenses, which will be invoiced at actual cost, without markup, and will comply with the Consulting Services Policy located at www.accela.com/terms/ or as otherwise agreed in the applicable Order. If applicable, one Consulting Services day shall be equal to eight (8) hours.
2.4 Restrictions on Use. Customer shall not, and shall not permit others to: (i) use or access the Subscription Services in any manner except as expressly permitted by the Agreement, including but not limited to, in a manner that circumvents contractual usage restrictions set forth in this Agreement; (ii) license, sub-license, sell, re-sell, rent, lease, transfer, distribute, time share or otherwise make any portion of the Subscription Services available for access by third parties except as otherwise expressly provided herein; (iii) use the Subscription Service in a way that: (a) violates or infringes upon the rights 20201023
of a third party; or (b) stores or transmits libelous, tortious, or otherwise unlawful material or malicious code or viruses; (iv) create derivative works, reverse engineer, decompile, disassemble, copy, or otherwise attempt to derive source code or other trade secrets from or about any of the Subscription Services (except to and only to the extent such rights are proscribed by law); (v) interfere with or disrupt the security, integrity, operation, or performance of the Subscription Services; (vi) access, use, or provide access or use to the Subscription Services or Documentation for the purposes of competitive analysis or the development, provision, or use of a competing software, SaaS or product or any other purpose that is to Accela’s detriment or commercial disadvantage; (vii) provide access to the Subscription Services to competitors of Accela; (viii) access or use components of the Subscription Service not licensed by Customer; (ix) use or allow the use of the Subscription Services by anyone located in, under the control of, or that is a national or resident of a U.S. embargoed country or territory or by a prohibited end user under Export Control Laws (as defined in Section 12.3, Compliance with Laws); (x) remove, delete, alter or obscure any trademarks, Documentation, warranties, or disclaimers, or any copyright, trademark, patent or other intellectual property or proprietary rights notices from any Subscription Services; or (xi) access or use the Subscription Services in, or in association with, the design, construction, maintenance, or operation of any hazardous environments, systems or applications, any safety response systems or other safety-critical applications, or any other use or application in which the use or failure of the Subscription Services could lead to personal injury or severe physical or property damage.
2.5 Ownership. Accela retains all Intellectual Property Rights, including all rights, title and license to the Subscription Service, Software, Accela System, Support Services, Consulting Services, and Aggregate Data, any related work product of the foregoing and all derivative works thereof by whomever produced; provided however, that to the extent such materials are delivered to Customer as part of the Subscription Services, Consulting Services or Support Services then Customer shall receive a limited license consistent with the terms of Section 2 to use such materials during the Subscription Period.
2.6 C ustomer’s Responsibilities . Customer will: (i) be responsible for meeting Accela’s applicable minimum system requirements for use of the Subscription Services set forth in the Documentation; (ii) be responsible for Authorized Users’ compliance with this Agreement and for any other activity (whether or not authorized by Customer) occurring under Customer’s account; (iii) be solely responsible for the accuracy, quality, integrity and legality of Customer Data; (iv) use commercially reasonable efforts to prevent unauthorized access to or use of the Subscription Services and Customer Data under its account, and notify Accela promptly of any such unauthorized access or use, and; (v) use the Subscription Services only in accordance with the applicable Documentation, laws and government regulations.
3. PAYMENT TERMS.
3.1 Purchases Directly from Accela. Except as otherwise set forth in an Order, Subscription fees shall be invoiced annually in advance and such fees shall be due and payable on the first day of the Subscription and on each anniversary thereafter for each renewal, if any. All other invoices shall be due and payable net thirty (30) from the date of the applicable invoice. All amounts payable to Accela under this Agreement shall be paid by Customer in full without any setoff, deduction, debit, or withholding for any reason. Any late payments shall be subject to an additional charge of the lesser of 1.5% per month or the maximum permitted by law. All Subscription Services fees are exclusive of any taxes, levies, duties, 20201023
withholding or similar governmental assessments of any nature (collectively, "Taxes"). If any such Taxes are owed or payable for such transactions, they shall be paid separately by Customer without set-off to the fees due Accela.
3.2 Purchases from Authorized Resellers. In the event that Customer has purchased any products or services through a reseller, subject to these terms, any separate payment arrangements and terms shall be exclusively through such reseller and Accela is not a party to such transactions. Accela’s sole obligations are set forth herein and Customer acknowledges that its rights hereunder may be terminated for non-payment to such third party.
4. CO NFIDENTIALITY. As used herein, "Confidential Information" means all confidential information disclosed by a one party to this Agreement to the other party of this Agreement whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. However, Confidential Information will not include any information that: (i) is or becomes generally known to the public without breach of any obligation owed to the disclosing party; (ii) was known to the receiving party prior to its disclosure without breach of any obligation owed to the disclosing party; (iii) is received without restriction from a third party without breach of any obligation owed to the disclosing party; or (iv) was independently developed by the receiving party. Each party will use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but in no event less than reasonable care) not to disclose or use any Confidential Information except as permitted herein, and will limit access to Confidential Information to those of its employees, contractors and agents who need such access for purposes consistent with this Agreement and who are bound to protect such Confidential Information consistent with this Agreement. The receiving party may disclose Confidential Information if it is compelled by law to do so, provided the receiving party gives the disclosing party prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the disclosing party's request and cost, to contest, limit, or protect the disclosure.
5. CUSTOMER DATA.
5.1 Ownership. Customer reserves all its rights, title, and interest in and to the Customer Data. No rights are granted to Accela hereunder with respect to the Customer Data, except as otherwise set forth explicitly in Section 5.
5.2 U sage. Customer shall be responsible for Customer Data as entered in to, applied or used in the Subscription Services. Customer acknowledges that Accela generally does not have access to and cannot retrieve lost Customer Data. Customer grants to Accela the non-exclusive right to process Customer Data (including personal data) for the sole purpose of and only to the extent necessary for Accela: (i) to provide the Subscription Services; (ii) to verify Customer’s compliance with the restrictions set forth in Section 2.4 (Restrictions on Use) if Accela has a reasonable belief of Customer’s non-compliance; and (iii) as otherwise set forth in this Agreement. Accela may utilize the information concerning Customer’s use of the Subscription Services (excluding any use of Customer’s Confidential Information) to improve Subscription Services, to provide Customer with reports on its use of the Subscription Services, and to compile aggregate statistics and usage patterns by customers using the Subscription Services.
5.3 U
se of Aggregate Data. Customer agrees that Accela may collect, use and disclose Aggregate Data derived from the use of the Subscription Services for industry analysis, benchmarking, analytics, 20201023
marketing and other business purposes. All Aggregate Data collected, used and disclosed will be in aggregate form only and will not identify Customer, its Authorized Users or any third parties utilizing the Subscription Services.
6. WARRANTIES AND DISCLAIMERS.
6.1 Subscription Services Warranty. During the Subscription Period, Accela warrants that Subscription Services shall perform materially in accordance with the applicable Documentation. As Customer’s sole and exclusive remedy and Accela’s entire liability for any breach of the foregoing warranty, Accela will use commercially reasonable efforts to: (a) repair the Subscription Services in question; (b) replace the Subscription Services in question with those of substantially similar functionality; or (c), after making all commercially reasonable attempts to do the foregoing, terminate the applicable Subscription Services and refund all unused, prepaid fees paid by Customer for such non-compliant Subscription Services.
6.2 Co
nsulting Services Warranty. For ninety (90) days from the applicable delivery, Accela warrants that Consulting Services shall be performed in a professional and workmanlike manner. As Customer’s sole and exclusive remedy and Accela’s entire liability for any breach of the foregoing warranty, Accela will use commercially reasonable efforts to (a) re-perform the Consulting Services in a compliant manner; or, after making all commercially reasonable attempts to do the foregoing, (b) refund the fees paid for the non-compliant Consulting Services.
6.3. D
isclaimers. EXCEPT AS EXPRESSLY PROVIDED HEREIN, ACCELA MAKES NO WARRANTY OF ANY
KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND SPECIFICALLY DISCLAIMS ALL
IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, SECURITY, FITNESS
FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
7. INDEMNIFICATION.
7.1 As respects acts, errors or omissions in the performance of professional services, ACCELA agrees to indemnify and hold harmless CUSTOMER, its officials, officers, and employees from and against any and all claims, losses, damages, defense costs, or liability, of any kind or nature, to the extent arising directly out of ACCELA’s (or ACCELA’s contractors’ or subcontractors’, if any) negligent acts, errors or omissions in the performance of professional services under this Agreement, provided that Customer provides: (a) Accela notice of such claim as soon practical and in no event later than would reasonably permit Accela to respond to such claim, (b) reasonable cooperation to Accela, at Accela’s expense, in the defense and/or settlement of such claim and (c) Accela the sole and exclusive control of the defense, litigation and settlement of such claim.
7.2 As respects all acts, errors or omissions that do not arise directly out of the performance of professional services, including but not limited to those acts, errors or omissions typically covered by general and automobile liability insurance, CONSULTANT agrees to indemnify, defend , and hold harmless ANAHEIM, its officials, officers, employees, agents, and representatives from and against any and all claims, losses, damages, defense costs, or liability, of any kind or nature (collectively referred to hereinafter as “Claims”), arising out of or in connection with CONSULTANT’S (or CONSULTANT'S AGENT or SUB-AGENT, if any) acts, errors, omissions, or work, relative to this Agreement, provided that Customer provides: (a) Accela notice of such claim as soon practical and in no event later than would reasonably permit 20201023
Accela to respond to such claim, (b) reasonable cooperation to Accela, at Accela’s expense, in the defense and/or settlement of such claim and (c) Accela the sole and exclusive control of the defense, litigation and settlement of such claim., except for those Claims that arise out of the sole negligence or willful misconduct of ANAHEIM.
7.3 The obligations set forth in this indemnification provision (i) shall be in effect without regard to whether ANAHEIM, CONSULTANT or any other person or entity maintains or fails to maintain insurance coverage or a self-insurance program, for any such Claim(s); and (ii) shall survive the termination of this Agreement.
7.4 Accela will defend (or at Accela’s option, settle) any third party claim, suit or action brought against Customer to the extent that it is based upon a claim that the Subscription Services, as furnished by Accela hereunder, infringes or misappropriates the Intellectual Property Rights of any third party, and will pay any costs, damages and reasonable attorneys’ fees attributable to such claim that are finally awarded against Customer, provided that Customer provides: (a) Accela notice of such claim as soon practical and in no event later than would reasonably permit Accela to respond to such claim, (b) reasonable cooperation to Accela, at Accela’s expense, in the defense and/or settlement of such claim and (c) Accela the sole and exclusive control of the defense, litigation and settlement of such claim. In the event that Accela reasonably believes, in its sole discretion, that such claim may prevail or that the usage of the Subscription Services may be joined, Accela may seek to: (a) modify the Subscription Services such that it will be non-infringing (provided such modification does not materially reduce the functionality or performance of Customer’s installed instance); (b) replace the Subscription Services with a service that is non-infringing and provides substantially similar functionality and performance; or, if the first two options are not commercially practicable, (c) terminate the remainder of the Subscription Period and refund any, pre-paid, unused fees received by Accela. Accela will have no liability under this Section 7 to the extent any claims arise from (i) any combination of the Subscription Services with products, services, methods of a third party; (ii) a modification of the Subscription Services that were either implemented by anyone other than Accela or implemented by Accela in accordance with Customer specifications; (iii) any use of the Subscription Services in a manner that violates this Agreement or the instructions given to Customer by Accela; (iv) a version of the Subscription Services other than the current, fully patched version, provided such updated version would have avoided the infringement; or (v) Customer’s breach of this Agreement. THIS SECTION 7
STATES THE ENTIRE OBLIGATION OF ACCELA AND ITSLICENSORSWITH RESPECT TO ANY ALLEGED OR
ACTUAL INFRINGEMENT OR MISAPPROPRIATION OF INTELLECTUAL PROPERTY RIGHTS RELATED TO THIS AGREEMENT.
8 LIMITATION OF LIABILITY. IN NO EVENT SHALL EITHER PARTY OR ANY OTHER PERSON OR ENTITY
INVOLVED IN CREATING, PRODUCING OR DELIVERING THE SERVICE BE LIABLE FOR ANY INCIDENTAL,
SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA OR
LOSS OF GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST
OF SUBSTITUTE PRODUCTS OR SERVICES, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT
OR FROM THE USE OF OR INABILITY TO USE THE SUBSCRIPTION SERVICES, WHETHER BASED ON
WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY. THE FOREGOING EXCLUSIONS APPLY WHETHER OR NOT A PARTY HAS BEEN INFORMED OF THE
POSSIBILITY OF SUCH DAMAGE, AND EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
9 S
ECURITY. Accela has implemented commercially viable and reasonable information security 20201023
processes, policies and technology safeguards to protect the confidentiality and integrity of Customer Data, personal data protect against reasonably anticipated threats. Customer acknowledges that, notwithstanding security features of the Subscription Services, no product, hardware, software or service can provide a completely secure mechanism of electronic transmission or communication and that there are persons and entities, including enterprises, governments and quasi- governmental actors, as well as technologies, that may attempt to breach any electronic security measure. Subject only to its limited warranty obligations set forth in Section 6, Accela will have no liability for any such security breach. Customer further acknowledges that the Subscription Services is not guaranteed to operate without interruptions, failures, or errors. If Customer or Authorized Users use the Subscription Services in any application or environment where failure could cause personal injury, loss of life, or other substantial harm, Customer assumes any associated risks and will indemnify Accela and hold it harmless against those risks.
9.1 DISASTER RECOVERY. Contractor shall maintain a continuous and uninterrupted business continuity and disaster recovery program with respect to its services provided under this agreement. The program shall be designed, in the event of a significant business disruption affecting Contractor, to provide all of the necessary and sufficient capabilities, processes, and procedures to enable Contractor to resume and continue to perform its duties and obligations under this Agreement without undue delay or disruption.
Prior to the Effective Date of this Agreement, the Contractor, will at its own expense conduct or have conducted the following, and thereafter, Contractor will at its own expense conduct or have conducted the following at least once per year:
A test of the operability, sufficiency, and completeness of business continuity and disaster recovery program’s capabilities, processes, and procedures that are necessary to resume and continue to perform its duties and obligations under this agreement. Based upon the results and subsequent recommendations of the testing above, Contractor will, within thirty (30) calendar days of receipt of such results and recommendations, promptly modify its capabilities, processes, and procedures to meet its obligations under this Agreement and provide City with written evidence of remediation.
Contractor will provide the City with report summaries or other documentation resulting from above testing of any business continuity and disaster recovery procedures regarding the services provided under this agreement. Contractor represents that it is capable, willing, and able to provide all of the necessary and sufficient business continuity and disaster recovery capabilities and functions that are appropriate for it to provide services under this Agreement. 10 THIRD PARTY SERVICES. Customer may choose to obtain a product or service from a third party that is not directly produced by Accela as a component of the Subscription Services (“Third Party Services”) and this may include third party products resold by Accela. Accela assumes no responsibility for, and specifically disclaims any liability, warranty or obligation with respect to, any Third Party Service or the performance of the Subscription Services (including Accela’s service level commitment) when the Subscription Services are used in combination with or integrated with Third Party Services. 11 TERM AND TERMINATION.
11.3 Agreement Term. This Agreement shall become effective on the Effective Date and shall continue in full force and effect until the expiration of any Subscription Periods set forth in an applicable Order governed by the Agreement.
11.4 Subs cription Periods & Renewals. Subscription Periods begin as specified in the applicable Order 20201023
and, unless terminated earlier in accordance with this Agreement, continue for the term specified therein. Except as otherwise specified in the applicable Order, (a) all Subscription Services will automatically renew for additional Subscription Periods equal to the expiring Subscription Period, unless either party gives the other at least sixty (60) days’ notice of non-renewal before the end of the relevant Subscription Period and (b), Orders may only be cancelled or terminated early in accordance with Section 11.3. Subscription Services renewals may be subject to an annual increase, for which Accela shall provide Customer notice prior to the renewal of the Subscription Period. In the event of any non- renewal or other termination, Customer’s right to use the Subscription Services will terminate at the end of the relevant Subscription Period.
11.5 Termination or Suspension for Cause. A party may terminate this Agreement and Subscription Services license granted hereunder for cause upon thirty (30) days’ written notice to the other party of a material breach if such breach remains uncured at the expiration of such thirty (30) day period. Either party may terminate immediately if the other party files for bankruptcy or becomes insolvent. Accela may, at its sole option, suspend Customer’s or any Authorized User’s access to the Subscription Services, or any portion thereof, immediately if Accela: (i) suspects that any person other than Customer or an Authorized User is using or attempting to use Customer Data; (ii) suspects that Customer or an Authorized User is using the Subscription Services in a way that violates this Agreement and could expose Accela or any other entity to harm or legal liability; (iii) is or reasonably believes it is required to do so by law or court order or; (iv) Customer’s payment obligations are more than ninety (90) days past due, provided that Accela has provided at least thirty (30) days’ notice of such suspension for delinquent payment. Should Customer terminate this Agreement for cause, Accela will refund a pro-rata portion of unused, pre-paid fees.
11.6 E
ffect of Termination. If this Agreement expires or is terminated for any reason: (i) within thirty (30) calendar days following the end of Customer’s final Subscription Period, upon Customer’s request Accela provided Customer Data and associated documents in a database dump file; provided that Customer pays (a) all costs of and associated with such copying, as calculated at Accela’s then-current time-and-materials rates, and (b) any and all unpaid amounts due to Accela; (ii) licenses and use rights granted to Customer with respect to Subscription Services and intellectual property will immediately terminate; and (iii) Accela’s obligation to provide any further services to Customer under this Agreement will immediately terminate, except as mutually agreed between the parties. If the Subscription Services are nearing expiration date or are otherwise terminated, Accela will initiate its data retention processes, including the deletion of Customer Data from systems directly controlled by Accela. Accela’s current Data Storage Policy can be accessed www.accela.com/terms/.
11.7 Survival. Sections 2.5 (Ownership and Proprietary Rights), 4 (Confidentiality), 6.3 (Disclaimer), 8 (Limitation of Liability), 11.4 (Effect of Termination), 11.5 (Surviving Provisions), and 12 (General Provisions) will survive any termination or expiration of this Agreement. 12 GENERAL.
12.3 Notice. Except as otherwise specified in this Agreement, all notices, permissions and approvals hereunder will be in writing and will be deemed to have been given upon: (i) personal delivery; (ii) three days after sending registered, return receipt requested, post or; (iii) one day after sending by commercial overnight carrier. Notices will be sent to the address specified by the recipient in writing when entering into this Agreement or establishing Customer’s account for the Subscription Services.
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12.4 Governing Law and Jurisdiction. This Agreement and any action related thereto will be governed by the laws of the State of California without regard to its conflict of laws provisions. The exclusive jurisdiction and venue of any action related to the subject matter of this Agreement will be the state and federal courts located in the Northern District of California and each of the parties hereto waives any objection to jurisdiction and venue in such courts.
12.5 C ompliance with Laws. Each party will comply with all applicable laws and regulations with respect to its activities under this Agreement including, but not limited to, export laws and regulations of the United States and other applicable jurisdictions. Further, in connection with the services performed under this Agreement and Customer’s use of the Subscription Services, the parties agree to comply with all applicable anti-corruption and anti-bribery laws, statutes and regulations.
12.6 A ssignment. Customer may not assign or transfer this Agreement, whether by operation of law or otherwise, without the prior written consent of Accela, which shall not be unreasonably withheld. Any attempted assignment or transfer, without such consent, will be null and void. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their respective successors and permitted assigns.
12.7 P ublicity. Notwithstanding anything to the contrary, each party will have the right to publicly announce the existence of the business relationship between parties without disclosing the specific terms of the Agreement.
12.8 M iscellaneous. No failure or delay by either party in exercising any right under this Agreement will constitute a waiver of that right. Other than as expressly stated herein, the remedies provided herein are in addition to, and not exclusive of, any other remedies of a party at law or in equity. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision will be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement will remain in effect.
Accela will not be liable for any delay or failure to perform under this Agreement to the extent such delay or failure results from circumstances or causes beyond the reasonable control of Accela. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or similar relationship between the parties. This Agreement, including any attachments hereto as mutually agreed upon by the parties, constitute the entire agreement between the parties concerning its subject matter and it supersedes all prior communications, agreements, proposals or representations, written or oral, concerning its subject matter. No modification, amendment, or waiver of any provision of this Agreement will be effective unless in writing and signed by a duly authorized representative of each party against whom the modification, amendment or waiver is to be asserted. Notwithstanding any language to the contrary, no additional or conflicting terms or conditions stated in any of Customer’s purchase order documentation or otherwise will be incorporated into or form any part of this Agreement, and all such terms or conditions shall be null and void.
12.9 Insurance.
Without limiting ANAHEIM’S right to indemnification, it is agreed that CONSULTANT shall secure, prior to commencing any activities under this Agreement, and maintain, during the term of this Agreement, insurance coverage as follows:
Workers’ Compensation Insurance as required by California law and Employers Liability Insurance in an amount not less than $1,000,000 per occurrence/accident/illness/injury. 20201023
Commercial General Liability Insurance, including coverage for Premises and Operations, Contractual Liability, Personal Injury Liability, Products/Completed Operations Liability, as well as Independent CONSULTANT’S Liability where appropriate, in an amount not less than $2,000,000 per occurrence, $4,000,000 annual aggregate, written on an occurrence form. Such insurance shall be written on a primary basis but may include a deductible or self-insured retention of more than $10,000 per occurrence, provided that such deductible or self-insured retention is disclosed to ANAHEIM, in writing, at the inception of this Agreement.
Commercial Automobile Liability Coverage including—as applicable—owned, non-owned, and hired autos, in an amount not less than $2,000,000 per occurrence, combined single limit, as required by California law.
Professional Liability Insurance, inclusive of Cyber Liability Insurance where required in an amount not less than $2,000,000 per occurrence or per claim. Such insurance shall be written on a primary basis but may include a deductible or self-insured retention of more than $10,000 per occurrence, provided that such deductible or self-insured retention is disclosed to ANAHEIM, in writing, at the inception of this Agreement.
Any required coverage written with primary and excess layers to satisfy the minimum requirements of this Agreement must be submitted for approval by ANAHEIM’s Risk Manager prior to the inception of the final Agreement.
CONSULTANT agrees that this insurance shall not be voluntarily cancelled by CONSULTANT or limited in scope or coverage by CONSULTANT until after thirty (30) days prior written notice has been given to the City Clerk, City of Anaheim, 200 S. Anaheim Blvd., Anaheim, CA 92805. This does not apply to cancellation for non-payment of premium, which requires notice of not less than ten (10) days.
Each insurance policy required by this Agreement, except policies for Professional Liability and Workers’ Compensation, shall contain the following clauses or shall otherwise provide for the following conditions:
“It is agreed that any insurance maintained by CONSULTANT pursuant to this Agreement shall be primary to, and not contribute with, any insurance or self- insurance maintained by the City of Anaheim.”
“The City of Anaheim, its officers, agents, employees, representatives and ANAHEIM- designated volunteers are added as additional insured as respects the acts, omissions, operations and activities of, or on behalf of, the named insured, in regard to products supplied to, or work or services performed for, or related to, the City of Anaheim.”
Prior to commencing any work under this Agreement, CONSULTANT shall deliver to ANAHEIM insurance certificates confirming the existence of the insurance required under this Agreement, and including the applicable clauses referenced above. Also, within thirty (30) days of the execution date of this Agreement, CONSULTANT shall provide ANAHEIM (i) endorsements to the insurance policies that add to these policies the applicable clauses referenced above, or (ii) in lieu of said endorsements, documentation acceptable to ANAHEIM evidencing that the coverage, terms, and conditions set forth in the above-referenced clauses are otherwise included in said insurance policies. Insurance required hereunder shall be placed with insurers (i) admitted to write insurance in California, (ii) possessing an A.
M. Best’s rating of A- VII or higher, or (iii) otherwise acceptable to ANAHEIM, with prior written permission from ANAHEIM. In the event that a claim or other legal action is filed against ANAHEIM, and if 20201023
ANAHEIM, in its good faith opinion, believes it may have coverage under any of the insurance required herein, then ANAHEIM has the right to demand, and to receive within a reasonable time period, copies of the insurance policies related to such required insurance; provided, however, that this provision shall not apply if the parties agree that CONSULTANT shall fully defend, hold harmless, and indemnify ANAHEIM against any such claim or other legal action.
In addition to other remedies ANAHEIM may have if CONSULTANT fails to provide or maintain any insurance policies or policy endorsements to the extent and within the time herein required, ANAHEIM may, at its sole option:
Order CONSULTANT to stop work under this Agreement and/or withhold any payment(s) that become due to CONSULTANT hereunder until CONSULTANT demonstrates compliance with the requirements hereof;
Terminate this Agreement.
Exercise of any of the above remedies, however, is an alternative to other remedies ANAHEIM may have and is not the exclusive remedy for CONSULTANT’S failure to maintain insurance or secure appropriate endorsements.
Nothing herein contained shall be construed in any way as limiting the extent that an CONSULTANT may be held responsible for payments of damages to persons or property resulting from CONSULTANT’S, (or CONSULTANT’S AGENT or SUB-AGENT, if any) performance of the work covered under this Agreement.
In the event CONSULTANT hires other persons or firms to perform some of the work related to this Agreement, CONSULTANT shall ensure (i)that the acts or omissions of such persons or firms are covered under the above-referenced liability insurance, or (ii) that such firms maintain insurance that is usual and customary for the services or products that they are providing in relation to this agreement CONSULTANT’s subcontractors, if any, shall provide, or cause to be provided, evidence of such insurance coverage, reasonably acceptable to ANAHEIM.
ANAHEIM’S Risk Manager is hereby authorized to amend the requirements set forth herein in the event such reduction is in ANAHEIM’S best interest.
Version.2022.6.3
Accela, Inc.
Preferred SaaS Support Policy
Dated: July 24, 2023
This Accela Preferred SaaS Support Services Policy (“Support Policy”) governs the terms under which Accela provides Support Services and is subject to the SaaS services agreement (“Agreement”) entered into between Accela and the recipient of such services (“Customer”). This Support Policy may be updated from time to time by Accela in its sole discretion. This Support Policy only applies to Customers that have purchased Preferred Level Support.
General Requirements and Hours of Operation
a. Ticketing Support: Accela will provide access to a ticketing system, which will be available twenty‐four (24) hours per day, seven (7) days per week. A qualified support specialist shall use commercially reasonably efforts to answer questions and resolve problems regarding the Subscription Service from 4:00 A.M. until 6:00 P.M. Pacific Standard Time Monday through Friday, excluding Accela’s observed holidays. New Year’s Day (observed) Monday, January 2 Martin Luther King Day Monday, January 16 President’s Day Monday, February 20 Memorial Day Monday, May 29 Juneteenth Monday, June 19 Independence Day Tuesday, July 4 Labor Day Monday, September 4 Veteran’s Day Friday, November 10 Thanksgiving Day Thursday, November 23 Day After Thanksgiving Friday, November 24 Christmas Day Monday, December 25 Additional Accela US Holiday Tuesday, December 26 Accela US New Year’s Eve (Observed) Friday, December 29
b. Telephone Support: Accela Customer Support Department, a live technical support facility, will be available in English to your identified Authorized Support Contacts twenty‐four hours a day, seven days a week (including weekends and holidays). Telephone support will be handled via a dedicated Preferred Support line. Access to Accela self‐service resources is available 24x7 through the Accela Success Community site. Cases may be handled by a triage agent, who will document the case and route it to the appropriate Accela support engineer for resolution. Accela support engineers will follow through on the case for the Authorized Support Contacts. Actual resolution time will vary. Resolutions can take many forms – a workaround, code update, user training, or other solution.
c. Online Support Material: Available twenty‐four (24) hours, seven (7) days a week, Accela will make available to Customer certain archived Software updates and other technical information in Accela’s online support databases.
(1) Authorized Support Contacts: These are the individuals designated by the agency to be the primary contacts with Accela Technical Support. The agency can choose up to ten (10) Authorized Support Contacts and must inform Accela promptly of any changes. T Their responsibilities include:
• Initiating and managing support cases through email, phone, and online submission. • Acting as the primary contact for all support‐r elated communication. (2) • Managing the list of authorized contacts within the agency.
Your Customer Contacts will be responsible for:
Authorized Support Contacts have the following privileges and responsibilities:
• Opening new support cases for the agency.
• Viewing all open cases related to their organization. • Requesting system changes if needed.
• Engaging in communication with Accela Support about sensitive data.
It is expected that Support Authorized Support Contacts:
• Have completed Accela's Administrator Training.
• Possess unique knowledge about the agency's configured solution to assist with technical issues. • Understand and can reproduce reported problems for effective troubleshooting.
Version.2022.6.3
(3) Submitting a Case: Authorized Support Contacts may submit cases via:
a. the online support portal by logging into the Accela Success Community at https://success.accela.com and selecting Get Support > Submit a case or
b. a telephone call to Customer Support as described below (For Severity Level 1 and Severity Level 2 issues, Customer must call Customer Support)
(4) Updates: Updates may address security fixes, critical patches, general maintenance functionality, and documentation and shall be made available at Accela’s discretion. Accela is under no obligation to develop any future functionality or enhancements unless otherwise specified in the Agreement. If an update for the Service is made available to Customer pursuant to this Support Policy, it will automatically replace the previous version of the applicable Service.
Where practical, Accela will schedule Updates during non‐business hours and will provide Customers with advance notice of all Updates.
(5) Upgrade/Downgrade of Severity Level: If, during the Support Request process, the issue either warrants assignment of a higher severity level than currently assigned or no longer warrants the severity level currently assigned based on its current impact on the production operation of the SaaS offering, then the severity level will be upgraded or downgraded accordingly to the severity level that most appropriately reflects its current impact.
(6) Customer Cooperation: Accela must be able to reproduce errors in order to resolve them. Customer shall cooperate and work closely with Accela to reproduce errors, including conducting diagnostic or troubleshooting activities, implementation of fixes or updates previously provided by Accela, or providing information as reasonably requested and appropriate. Also, Accela may access Authorized Support Contacts account and/or an admin account and/or Customer’s personnel may be asked to provide remote access to their internal system for, without limitation, conducting diagnostic or troubleshooting activities, or implementation of fixes or updates previously provided by Accela.
(7) Third Party Product Support: If any third‐party software is supplied by Accela, notwithstanding anything to the contrary, Accela disclaims all support obligations for such third‐party software, unless expressly specified by Accela in Customer’s Agreement.
(8) Named Technical Support Advisor: Accela will provide a named technical support advisor for any Preferred support plan holders. The technical support advisor will have knowledge of the customers system and provide oversite for any support cases created with Accela. They will also facilitate the following:
1. Scheduled calls to review open support tickets with Accela; and
2. A monthly service review to review overall support performance (SLR review).
Version.2022.6.3
(9) Monthly APO Data Loads: Included with the Preferred support plan is a monthly upload of APO data to your hosted environment. This must be requested following the methods outlined in the case submission process in this document. All APO load cases will be addressed as a Sev3 severity level case. (10) Exclusions: The following Support Exclusions are not covered by this Support Policy:
a. Support required due to Customer’s or any End User’s or third party’s misuse of the Services; b. Support during times outside of Accela’s regular business hours stated above; c. Support necessitated by external factors outside of Accela’s reasonable control, including any force majeure event or Internet access or related problems beyond the Service demarcation point; d. Support of or caused by customizations (if outside of Accela’s best practice recommendations), configuration changes, scripting, or data loss caused by or on behalf of Customer or any End User; e. Support of or caused by Customer’s or any End User’s or third party’s equipment, software or other technology (other than third party equipment within Accela’s direct control); f. Support to resolve or work‐around conditions which cannot be reproduced in Accela’s support environment and g. Support of any software add‐ons supplied together with the Service (except where specified in the Agreement).
Any support services falling within these Support Exclusions may be provided by Accela at its discretion and, if so provided, may be subject to additional pricing and support terms as specified by Accela. (11) Error Classification:
Functional Definitions: Any major system functions required for delivery of Service to Customer, with Service defined as fulfillment of the Customer's business functions, as designed, by the SaaS product.
Severity Definition
Level 1 Supported Product is non‐functional or seriously affected and there is no reasonable workaround available (e.g. business is halted).
Level 2 Supported Product is affected and there is no workaround available or the workaround is impractical (e.g. Supported Product response is very slow, day to day operations continue but are impacted by the work around).
Level 3 Supported Product is non‐functional however a convenient workaround exists (e.g. non‐critical feature is unavailable or requires additional user intervention).
Level 4 Supported Product works, but there is a minor problem (e.g. incorrect label, or cosmetic defect).
Version.2022.6.3
(12) Target Initial Response Time: Accela will use commercially reasonable efforts to respond to each case within the applicable response time described in the table below:
Target Initial Response Time by Case Severity
Severity Level Target Initial Response Time
1 1 houra
2 4 hoursa
3 8 hoursa
4 24 hoursa
a Initial response times are 24x7, including weekends and holidays. Severity Level 1 and 2 cases must be submitted via telephone as described above. Severity Level 1 and 2 target initial response times do not apply to cases submitted electronically.
20210212
Accela Availability and Security Policy
Service Availability:
Accela will use commercially reasonable efforts to (a) provide bandwidth sufficient for Customer’s use of the Subscription Services provided hereunder and in an applicable Order Form and (b) operate and manage the Subscription Services with a ninety -nine and nine percent (99.9%) uptime goal (the “Availability SLA”), excluding situations identified as “Excluded” below.
“Excluded" means any outage that results from any of the following:
a. Any maintenance performed by Accela during Accela’s standard maintenance windows. Accela will n
otify Customer within forty -eight (48) hours of any standard maintenance and within twenty -four (24) hours for other non-standard emergency maintenance (collectively referred to herein as “Scheduled Maintenance”). Scheduled maintenance includes off -business-hours (agency time) deployments of major releases & service packs. Major releases are deployed into an agency's non-production environments well i
n advance, typically 4 weeks ahead of production, to allow for adequate user acceptance testing. b. Customer’s information content or application programming, or the acts or omissions of Customer or its agents, including, without limitation, the following:
1. Any mis-configuration by Customer (as determined in Accela’s sole discretion), including, without limitation, configuration errors and bad or unintended usage of the Subscription Services.
2. Force majeure or other circumstances beyond Accela’s reasonable control that could not be avoided by its exercise of due care.
c. Failures of the carrier networks itself and the network by which Customer connects to the carrier networks any other network unavailability.
d. Any window of time when Customer agrees that Subscription Services availability/unavailability will not be monitored or counted.
e. Interruptions or delays in providing the Subscription Services resulting from telecommunication or Internet service provider failures.
f. Customer’s or any third party’s use of the Subscription Services in an unauthorized or unlawful manner.
Remedies for Excessive Downtime:
In the event the Availability of the Subscription Services falls below the Availability SLA in a given calendar month, Accela will pay Customer a service credit (“Service Credit”) equal to the percentage of the fees set forth in the table below corresponding to the actual Availability of the Subscription Services during the applicable calendar month. Such Service Credit will be issued as a credit against any fees owed by Customer for the next calendar month of the Subscription Period or, if Customer does not owe any additional fees, then Accela will pay Customer the amount of the applicable Service Credit within thirty (30) days after the end of the calendar month in which such credit accrued. Such Service Credit will be in addition to any other remedies available to Customer at law, in equity or under this Agreement.
A
ccela will endeavor to meet the following objections:
- RPO of 1 hour
- RTO of 4 hours
System availability is measured by the following formula: x = (n - y) *100 / n
20210212
Notes:
(1) "x" is the uptime percentage; "n" is the total number of hours in the given calendar month minus scheduled d
owntime; and "y" is the total number of downtime hours in the given calendar month. (2) Specifically excluded from "n and "y" in this calculation are the exception times on scheduled upgrade and maintenance windows.
Service Availability Percentage of Monthly Service
Fees Credited
>99.9% 0%
95.0% ‐ < 99.9% 5% (max of $280)
90.0% ‐ < 95.0% 10% (max of $560)
80.0% ‐ < 90.0% 20% (max $840)
70.0% ‐ < 80.0% 30% (max of $1,120)
60.0% ‐ < 70.0% 40% (max of $1,400)
< < 60% 50% (max of $2,800)
Customer Account Login:
For Accela user interface access, Accela uses TLS 1.2 with AES 256 bit or similar encryption for protection of data in transit, which is supported by most modern browsers. Accela will also restrict applicable administrative user interface access to Customer corporate networks for additional security on written request by Customer.
Accela SaaS Service Delivery:
Accela manages its apps and infrastructures within the industry -leading Microsoft Azure hosting environment, specifically designed and constructed to deliver world - class physical security, power availability, infrastructure flexibility and growth capacity. Accela’s audit and compliance foundation includes SSAE 18 SOC 2 Type II, HIPAA, California Consumer Privacy Act (CCPA), and PCI -DSS (payment adapters). Accela’s partnership with Microsoft delivers multi -layered security in physical datacenters, infrastructure and operations, with adherence to its numerous security cert ifications. More infor mation can be found at https://azure.microsoft.com/en - us/overview/security/.
20210723
ACCELA, INC.
DATA STORAGE POLICY
The Licensee’s subscription comes with a limit of 2.5TB data storage for all cloud environments. Data storage includes:
• Transaction data;
• Reference data;
• Configuration data;
• Documents and Report Files;
• Backup copies; and
• Other data stored by Accela on behalf of the customer.
Additional storage can be purchased from Accela in blocks of 500GB, with a price of one thousand dollars ($1,000) per year. When Licensee approaches the 2.5TB limit, it will begin receiving monthly notifications highlighting data usage levels across its environment. Once the 2.5TB limit is reached, a charge of one thousand dollars ($1,000) for an additional 500GB will be automatically added to the Licensee’s subscription renewal.
Data Retention
If the Licensee’s Software as a Service (“SaaS”) subscription expires or is otherwise terminated, Contractor will initiate its data retention processes, including the deletion of licensee data from systems directly controlled by Contractor.
• If a Licensee’s SaaS subscription expires or is otherwise terminated, Contractor will store its customer data, as defined in the master agreement between Licensee and Contractor, for ninety (90) days (the “Retention Period”). During the Retention Period, provide Licensee with a notice indicating its intention to delete its Customer Data.
• After the Retention Period, Contractor will, within a commercially reasonable amount of time, disable the account and delete the customer data, including any cached or backup copies.
History and log data will be available to customers in real-time for up to 2 years in production and 1 year in non-production, unless otherwise specified. After 2 years, the history data will be archived and retained for up to 7 years. This data will be provided to the customer upon request.
Frequently Asked Questions
Can Licensee track its storage usage on the Accela Cloud? It's not currently possible to track storage usage in the Civic Platform application. However, Licensee will receive a report detailing its data usage annually, at the time of renewal. Licensee can request this information at any time outside of the renewal period by submitting a support case through Accela Customer Support. When Licensee approaches the storage limit, it will receive monthly notifications particularizing its storage usage.
What will happen if Licensee exceeds its storage limit? If Licensee’s Accela Cloud instance exceeds the storage limit, it will receive notification and a charge of one thousand ($1,000) per 500GB of usage will be billed at the time of subscription 20210723
renewal.
Can I increase my storage limit?
Yes. Storage limits can be increased by purchasing additional storage in blocks of 500GB at one thousand dollars ($1,000) per year.
2633 Camino Ramon, Suite 500
San Ramon, CA, 94583
Proposed by: Kyle Bockwoldt
Contact Phone: (818) 427-6101
Contact Email: [email protected]
Quote ID: Q-32134
Valid Through: 1/26/2024
Currency: USD
__________________________________________________________________________________________________________________________________________ Order Form
Address Information
Bill To: Ship To:
City of Anaheim City of Anaheim
200 S. Anaheim Blvd., 5th Floor
Anaheim, California 92805
United States
200 S. Anaheim Blvd., 5th Floor
Anaheim, California 92805
United States
Billing Name: Jennifer Winchell
Billing Phone: 714-765-5131
Billing Email: [email protected]
____________________________________________________________________________________________________________________________________________________________ Services Year Start Date End Date Term
(Months)
Price Qty Net Total
Multi Solution User Year 1 1/12/2024 1/11/2025 12 $1,390.40 400 $556,159.80 > Accela Building - SaaS Year 1 1/12/2024 1/11/2025 12 $0.00 400 $0.00 > Accela Planning - SaaS Year 1 1/12/2024 1/11/2025 12 $0.00 400 $0.00 > Accela Business Licensing -
SaaS
Year 1 1/12/2024 1/11/2025 12 $0.00 400 $0.00
Enhanced Reporting Database
(ERD)
Year 1 1/12/2024 1/11/2025 12 $68,738.67 1 $68,738.67
Preferred Support for SaaS Year 1 1/12/2024 1/11/2025 12 $124,950.00 1 $124,950.00 TOTAL: $749,848.47
Services Year Start Date End Date Term
(Months)
Price Qty Net Total
Multi Solution User Year 2 1/12/2025 1/11/2026 12 $1,459.92 400 $583,967.79 > Accela Building - SaaS Year 2 1/12/2025 1/11/2026 12 $0.00 400 $0.00 > Accela Planning - SaaS Year 2 1/12/2025 1/11/2026 12 $0.00 400 $0.00 > Accela Business Licensing -
SaaS
Year 2 1/12/2025 1/11/2026 12 $0.00 400 $0.00
Enhanced Reporting Database
(ERD)
Year 2 1/12/2025 1/11/2026 12 $72,175.60 1 $72,175.60
Quote Number:Q-32134-1 Print Date:12/5/2023
Services Year Start Date End Date Term
(Months)
Price Qty Net Total
Preferred Support for SaaS Year 2 1/12/2025 1/11/2026 12 $131,197.50 1 $131,197.50 TOTAL: $787,340.89
Services Year Start Date End Date Term
(Months)
Price Qty Net Total
Multi Solution User Year 3 1/12/2026 1/11/2027 12 $1,532.92 400 $613,166.18 > Accela Building - SaaS Year 3 1/12/2026 1/11/2027 12 $0.00 400 $0.00 > Accela Planning - SaaS Year 3 1/12/2026 1/11/2027 12 $0.00 400 $0.00 > Accela Business Licensing -
SaaS
Year 3 1/12/2026 1/11/2027 12 $0.00 400 $0.00
Enhanced Reporting Database
(ERD)
Year 3 1/12/2026 1/11/2027 12 $75,784.38 1 $75,784.38
Preferred Support for SaaS Year 3 1/12/2026 1/11/2027 12 $137,757.38 1 $137,757.38 TOTAL: $826,707.94
Services Year Start Date End Date Term
(Months)
Price Qty Net Total
Multi Solution User Year 4 1/12/2027 1/11/2028 12 $1,609.56 400 $643,824.49 > Accela Building - SaaS Year 4 1/12/2027 1/11/2028 12 $0.00 400 $0.00 > Accela Planning - SaaS Year 4 1/12/2027 1/11/2028 12 $0.00 400 $0.00 > Accela Business Licensing -
SaaS
Year 4 1/12/2027 1/11/2028 12 $0.00 400 $0.00
Enhanced Reporting Database
(ERD)
Year 4 1/12/2027 1/11/2028 12 $79,573.60 1 $79,573.60
Preferred Support for SaaS Year 4 1/12/2027 1/11/2028 12 $144,645.24 1 $144,645.24 TOTAL: $868,043.33
Services Year Start Date End Date Term
(Months)
Price Qty Net Total
Multi Solution User Year 5 1/12/2028 1/11/2029 12 $1,690.04 400 $676,015.71 > Accela Building - SaaS Year 5 1/12/2028 1/11/2029 12 $0.00 400 $0.00 > Accela Planning - SaaS Year 5 1/12/2028 1/11/2029 12 $0.00 400 $0.00 > Accela Business Licensing -
SaaS
Year 5 1/12/2028 1/11/2029 12 $0.00 400 $0.00
Enhanced Reporting Database
(ERD)
Year 5 1/12/2028 1/11/2029 12 $83,552.28 1 $83,552.28
Quote Number:Q-32134-1 Print Date:12/5/2023
Services Year Start Date End Date Term
(Months)
Price Qty Net Total
Preferred Support for SaaS Year 5 1/12/2028 1/11/2029 12 $151,877.51 1 $151,877.51 TOTAL: $911,445.50
Pricing Summary
Period Net Total
Year 1 $ 749,848.47
Year 2 $ 787,340.89
Year 3 $ 826,707.94
Year 4 $ 868,043.33
Year 5 $ 911,445.50
Total $ 4,143,386.13
Additional Terms:
1. No additional or conflicting terms or conditions stated in Customer’s order documentation, including purchase orders, will be incorporated into or form any part of this Order Form or the governing agreement, and all such terms or conditions will be null.
2. This Order Form, including any OnPrem Licenses, Maintenance and Support, and Subscription Services, Enhanced Reporting Database and Managed Application Services will be governed by the applicable terms and conditions. If those terms and conditions are non-existent, have expired, do not apply or have otherwise been terminated, the following terms at
https://www.accela.com/terms/ will govern as applicable, based on the Customer’s purchase.
3. All Software Licenses, Maintenance, and Subscription purchases are non-cancelable and non-refundable.
4.If Customer has a prior agreement with Accela, and this purchase is co-terming with that prior agreement, if the start date on this Order Form is before the actual delivery date of the purchase, Accela may pro-rate this purchase so that it can co-term with the prior agreement.
5. If this Order Form is executed and/or returned to Accela by Customer after the Order Start Date above, Accela may adjust the Order Start Date and Order End Date without increasing the total price based on the date Accela activates the products and provided that the total term length does not change.
6. Pricing is based upon payment by ACH or check. Payment by credit card (including Purchase Cards) for product and services in this Order Form will be subject to a service charge of 3%. There is no service charge for ACH or check payment.
Quote Number:Q-32134-1 Print Date:12/5/2023
Page
3 of 4
Signatures
Accela, Inc. Customer
Signature: Signature:
Print Name: Print Name:
Title: Title:
Date: Date:
Quote Number:Q-32134-1 Print Date:12/5/2023