Item No.
TO: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL
FROM: OFFICE OF THE CITY MANAGER
BY: IRMA HUITRON, DIRECTOR OF COMMUNITY DEVELOPMENT
DATE: OCTOBER 22, 2024
SUBJECT: APPROVAL OF AN ANNUAL SUBSCRIPTION AGREEMENT WITH ACCELA INC., AND ASSOCIATED SERVICES FOR ONE-TIME CLOUD
MIGRATION SERVICES AND SERVICE AGREEMENT WITH VELOSIMO
INC. FOR AN ACCELA TO LASERFICHE CONNECTOR BACK -END
SOFTWARE
EXECUTIVE SUMMARY
The City Council will consider approving a three-year Subscription Services Agreement and a Statement of Work with Accela, Inc. for a one-time cloud migration fee, for the City’s electronic land management (Accela) system, for a total contract amount of $631,349.
Staff recommends approval of the Services Agreement and cloud migration to ensure that the City continues to maximize performance of the land development permitting system and to avoid service interruption. Additionally, the City Council will consider approving a three-year Services Agreement with Velosimo Inc. for an “Accela to Laserfiche Connector”, for a total contract amount of $43,692. The total cost of the three agreements is $675,041. Staff recommends the use of the connector to allow for the continued integration of Accela with the City’s existing digital document management system, Laserfiche.
RECOMMENDATION
That the City Council:
1. Approve a Subscription Services Agreement for a three-year term beginning on November 1, 2024 and the Statement of Work with Accela, Inc. for a one- time cloud migration fee, for the City’s land development permit tracking system, for a total contract amount of $631,349.
2. Approve a Services Agreement for an “Accela to Laserfiche Connector” for a three-year term beginning on January 12, 2025 for a total contract amount of $43,692.
APPROVAL OF THREE-YEAR SUBSCRIPTION AND ONE-TIME CLOUD MIGRATION WITH ACCELA INC AND SERVICE AGREEMENT WITH VELOSIMO INC.
OCTOBER 22, 2024
PAGE 2
BACKGROUND
The City recognized the need to modernize its permitting and plan review processes to better serve the community and support ongoing development. As such, in 2010, the City transitioned its permit tracking and issuance system from a traditional paper-based system, to the electronic land management system known as Accela. Upgrading to electronic based systems involved integrating new software and hardware within the City's existing infrastructure and internal processes. This upgrade laid the groundwork for the City’s current land management permitting system.
In November 2023, the City Council approved service agreements with IK Consulting, LLC and Park Consulting Group, to assist City staff in their continued efforts to complete essential updates to keep Accela up-to-date, and provide vital staff training on the systems’ capabilities and increased functionality. The key essential updates were completed in April 2024. City staff and the consultant team are continuing to make enhancements to the Accela system, such as expanding the online permitting capabilities, while also continuing to provide customers with an electronic plan submittal option, which has been an enhancement that has been well received.
ANALYSIS
Accela Upgrades
Accela is transitioning all users of their permit-tracking system platform to a completely cloud-based platform, and has advised its self-hosted, on-premises clients, like Downey, that future system upgrades and technical support will no longer be available come end of year 2025. To ensure that the City continues to maximize performance of the Accela permitting system and avoid service interruption, staff recommends migrating to the cloud-hosted Accela platform and that the City Council approve a three-year Accela Subscription Agreement (Attachment B).
The three-year Subscription Services Agreement, includes an all-inclusive subscription service, encompassing licensing, hardware, operating systems, support services and maintenance. The current license agreement ends in March 2025, however a three- license agreement would update the Agreement terms to align with the upcoming cloud migration. The Agreement will also allow City staff to continue to expand the capabilities and performance of permitting system.
While the cloud-migration is a required transition, it will yield several significant benefits and system enhancements, including:
• Greater security features with continuous monitoring to protect and maintain the system’s integrity;
APPROVAL OF THREE-YEAR SUBSCRIPTION AND ONE-TIME CLOUD MIGRATION WITH ACCELA INC AND SERVICE AGREEMENT WITH VELOSIMO INC.
OCTOBER 22, 2024
PAGE 3
• Off-site response of system trouble shooting, reducing impact on internal IT services;
• Automated system upgrades, ensuring the most current Accela version is in place; and,
• Improved features and functionality to support increased internal automation and operational efficiencies.
Velosimo Connector
As part of the implementation of the electronic permit tracking system, the City integrated its Accela platform with its digital document management system known as Laserfiche in 2022. To make this integration seamless, there was a need to contract the services of a third-party software vendor, Velosimo Inc., to assist with the creation of back-end software that would automate the connection between Laserfiche and Accela. Velosimo was the recommended software provider at the time of integration, being that the company is known for creating software connectors that do not have to be custom-built, allowing for quick systems integration, while providing continuous maintenance and technical service for the software connector.
Laserfiche is a digital document management system that is used in conjunction with the City’s land management system to convert permitting documents into PDFs. These PDFs are then archived into organized digital folders as part of the City’s document retention process. The Laserfiche connector enables automatic document transfers, dynamic folder creation, and easy document retrieval through folder and field mapping. Since its integration, the Accela to Laserfiche connector has played a vital role in bridging the gap between the two systems, allowing staff to more efficiently save, search, and retrieve permitting and related construction documents. As such, staff recommends the continued use of the Accela to Laserfiche Velosimo connector for an additional three-year service term (Attachment C).
The cost associated with the approval of the Subscription Services Agreement for a three- year term and the Statement of Work for a one-time cloud migration fee, with Accela, Inc, is $631,349. The cost associated with the approval of a Services Agreement for an “Accela to Laserfiche Connector” for a three-year term is $43,692. The total cost of the three agreements is $675,041. The breakdown of the costs by fiscal year is as follows:
Fiscal Year 2024-2025
Service/Software
Provider
Scope Total Cost
Accela • One-time cloud migration services ($59,900)
• First-year subscription services ($177,750)
$237,650
Velosimo • First-year connector subscription $13,200
Total $250,850
APPROVAL OF THREE-YEAR SUBSCRIPTION AND ONE-TIME CLOUD MIGRATION WITH ACCELA INC AND SERVICE AGREEMENT WITH VELOSIMO INC.
OCTOBER 22, 2024
PAGE 4
Fiscal Year 2025-2026
Service/Software
Provider
Scope Total Cost
Accela • Second-year subscription services $ 190,193
Velosimo • Second-year connector subscription $ 14,520
Total $204,713
Fiscal Year 2026-2027
Service/Software
Provider
Scope Total Cost
Accela • Second-year subscription services $ 203,506
Velosimo • Third-year connector subscription $ 15,972
Total $219,478
CITY COUNCIL PRIORITIES
Efficiency & Adaptability
Quality of Life, Safety & Infrastructure
FISCAL IMPACT
Approval of the recommended action will result in an expenditure of $250,850, General Fund - Building, Account No. 10-4-5210-0144 as previously approved in the FY 2024- 2025 operating budget. There is sufficient fund balance for the recommended actions.
FY 2025-26 and FY 2026-27 expenditures associated with the approval of these agreements, will be budgeted via the City’s annual budget approval process.
ATTACHMENTS
Attachment A – Accela Statement of Work for Cloud Migration Services Attachment B – Accela Subscription Agreement
Attachment C – Velosimo, Accela to Laserfiche Connector Service Agreement
8Accela
Statement of Work
Downey, CA
SaaS Migration Services
9/10/2024
Version 1.0
Accela, Inc.
2633 Ca11rino Ranlon
Suite 120
San Ranron, CA 94583
Tel: 925-659-3200
Statement of Work
Proprietary and Confidentia
Fagbhi- i
Attachment A
RAccela
TABLE OF CONTENTS
TABLE OF CONTENTS ..........,...................,.........,................................,..................,....,.....,................,......................................,..... 2 DOCUMENT CONTROL ..........,......................................,....,......_.....................................................,....,....,..........,,..,..,.,...............,. 3 INTRODUCTION ...............,..,,.....,......................,....,.,...,,,,,,..,...............,....................,............................................,.,...,..................., 4 OVERVIEW............................,............................................................................................................................................................... 4 SCOPE OF SERVICES .........,...........,......,,...,...........,..,..,..,.....,...............,.........................,...............................,,...,.......,...,.............. 4 WORK DESCRIPTION ............................................................................................................................................................................. 4 OUT OF SCOPE...,.,...,..,,,..,..,.......,,.......,,.........................,.......,.............,.,...........,.............,.............,,.,.............,,...........,................,, 5 PROJECT ASSUMPTIONS ,,...,,,,..,.................................,......,..,...,...,,.,,..,.............,...,.........,....,.,......,,..,....,...,.........,..,,.,............,.... 5 GENERAL PROJECT ASSUMPTIONS ........................................................................................................................................................ 5 INTEGRATION ASSUMPTIONS .............._.._...__....._...__._....._.__.._...._.._.._._.._....._._....._..__._...........,.._._.._..._.....__......_...._... 6 PROJECT TIMELINE .......____..._............_.___._.._.........._........_.___............_.._....._._........._.__._....._................_.....__......_.._._.. 6 PROJECT COMPLETION....................,.................................................................,..................,...,............................................................ 6 PROJECTS PUT ON HOLD...................................................................................................................................................................... 6 PAYMENT TERMS............,...,..............,....,,.......,,......,...,..,,....,.........,.....................................,..........................,...........,..,,,.,.........,.. 6 PAYMENT SCHEDULE ............._..._..._.....__....._..............._......._.„.._....._..._._.._.__.._.____....._._.__....._.._........_......._....._...__.. 6 EXPENSES............................................................................................................................................................................................ 6 CONTRACT SUM................................,..........................................,........................................................................................................ 7 ADMINISTRATION..,,..,............,........................................,.....,,............,,..,...,................,.,..,.......,.......,.,.,................,,......................,. 7 CHANGE ODERS ...._....._.„.._.__......._........_.._._.._....._...._....._..__..._......._....._._..__.___._......._._....._.._........_..................._.... 7 EXPIRATION..,....................................................................................................................................................................................... 7 DISCLAIMERS....................................................................,................................................................................................................... 7 SIGNATURES ........,..............,,...,...,.,........._,,.,,..,,,..,,...............,.............................................,......,...,.......,..,.....,,....,.....,.,.....,..,....... 8 APPENDIX A: CHANGE ORDER FORM......,.........,.......,.............................................,,.......,..........,....,...,........,....,.......,...,,...,........ 9
SIGNATURE AND ACCEPTANCE
Statement of Work
Proprietary and Confidential
Attachment A
RAccela
DOCUMENT CONTROL
Date
5/9/2024
Author
J. White
Change ReferenceVersion
SOW Creation
Statement of Work
Proprietary and Confidential
Attachment A
RAccela
INTRODUCTION
OVERVIEW
This Statement of Work (“SOW") dated as of the last date of signature below sets forth the scope and definition of the project-based professional services (collectively, the “Professional Services") to be provided by Accela, Inc., its affiliates and/or agents (“Accela”) for Downey, CA (“Agency” or “Customer”).
This SOW is issued pursuant to and governed by the terms and conditions of the Accela Consulting Services Policy found at www.accela.com/terms .
In the event of a conflict between the SOW and the Agreement, the terms of the SOW shall prevail as to pricing, delivery dates, and description of the applicable Professional Services but will not prevail over, modify, or terminate any surviving provision of the Agreement. This SOW is effective as of the date that the SOW was last signed by the Customer and Accela ("SOW Effective Date").
Notwithstanding anything to the contrary, Accela is not assigning or licensing any intellectual property to the Customer under this SOW.
SCOPE OF SERVICES
Accela will provide services to the Agency for migrating the Accela on-premise Civic Platform instance to the Accela Cloud based on the materials provided by the Agency in the SaaS Migration Assessment. •
•
Import/upgrade of MS SQL DBs (up to 3 environments: Development, Test, Production) Assistance migrating the following interfaces:
GIS with APO Sync
Credit Card Payment Adapter (Paymentus)
Quadrant Cashiering
Laserfiche with Velosimo
ePlanSoft
0 0
0 0
0 Migration of up to 75 SSRS reports
Assist in integrating Azure SSO
Up to 40 hour of issue resolution and testing assistance during UAT Go live planning and cutover assistance
•
•
•
•
Products
The following Accela products are in scope for this Project:
• Accela Automation
• Accela Citizen Access
• Accela GIS
• Accela Mobile
WORK DESCRIPTION
Accela will perform a migration of the customer’s on-premise Accela environments using MS SQL (up to 3 environments: Support, Test, Production) to the Accela SaaS platform.
Statement of Work
Proprietary and Confidentia
FiFe- 4 if it)
Attachment A
BAccela
Steps:
1. 2.
Customer provides an updated backup of the MS SQL databases for the environments to be migrated
Perform the database migration (Accela, Jetspeed, AGIS, and ADS databases as required) a. Copy database to Accela site
b. Execute preparation and remediation scripts; drop any custom objects c. Import data from the MS SQL DB into Accela SaaS SQL instance Execute validation scripts to confirm the schema
Provision tenant instance in Accela SaaS
Update environment specific data in the databases
Load ADS documents
Start Accela services and validate the system is functional i.e. login, search, create records, etc.
Execute automated test tool to ensure proper system functionality Customer performs migration validation
Remediate any data issues that found from the migration Provide the customer with a backup of the revised SQL DB Upgrade EMSE master scripts to the current version
M tgrate and Test integrations
o Repoint service endpoints to new URLs
o Adjust firewall rules and network topologies as necessary o Update interface EMSE scripting dependences for Azure compatibility o Unit test and ensure base functionality
Migrate and update SSRS reports (maximum of 75)
o Import reports into the Accela SaaS environment
o Update reports to remove dependencies on custom objects (stored procedures, functions)
Facilitate customer testing and remediate any issues found resulting from migration0 Validate Ad Hoc reports
Remove dependencies on custom views where possible
Convert to SSRS as needed
0 0
3 4
5. 6.
7. 8
9 10.
11. 12
13. 14.
15. 16
17. 18
19. Develop go live plan
Final go-live/roll back decision
Execute go live plan
Provide 2 weeks of post go live support from the project team
OUT OF SCOPE
Any Coding, conversion or additional services not specifically described in this document is the responsibility of Agency
PROJECT ASSUMPTIONS
GENERAL PROJECr ASSUMPTIONS
• Agency will provide the necessary data, files, and other specified inputs to perform the work described in this agreement. These items will be uploaded to secure Azure storage by the Agency Statement of Work
Proprietary and Confidentia
Attachment A
8Accela
Failure to provide these items in a timely fashion will result in a project delay. Such a delay will result in a Change Order.
Agency will ensure that Accela resources have access to a Dev or Test version of the 3rd party systems for interface development. All interfaces will be developed against 1 (one), agreed upon version of the 3rd party system.
Agency will provide source code for relevant interfaces in scope. If source code is unavailable, then the project may be delayed or addition cost may result from the re-development of a new interface.
•
•
Integration Assumptions
• Hosting of interfaces remains the responsibility of the agency unless specifically included in the Accela SaaS license agreement.
PROJECT TIMELINE
The project is estimated to take 20 weeks. The projected start date for the Project is forty-five (45) calendar days after mutual acceptance and signature of this SOW
PROJECT COMPLETION
Upon completion of the work defined above, this contract will be closed.
PROJECTS PUT ON HOLD
It is understood that sometimes Agency priorities are revised requiring the Agency to place the Accela implementation on hold. The Agency must send a formal written request sent to Accela to put the project on hold. Delays of 2 weeks or more that have a tangible impact to Acceta’s resource plan are subject to change order.
If an Agency-based delay puts the project on hold for more than 90 days, Accela reserves the right to terminate the contract and negotiate new terms. If an Agency-based delay puts the project on hold past the termination period, Accela reserves the right to terminate the contract at the time of the delay. After that time, Accela can choose to cancel the rest of the Statement of Work. To finish the project will require a new Statement of Work at new pricing.
PAYMENT TERMS
PAYMENT SCHEDULE
• 50% due at contract signing $29,950.
• 50% invoiced at completion $29,950.
EXPENSES
There is no provision for travel expenses or travel time in this SOW because Agency does not need any onsite resources. Travel to the Agency will not be conducted unless a Change Order, inclusive of travel expense terms and conditions, is signed prior to travel commencing to cover the cost of the travel.
Statement of Work
Proprietary and Confidentia
Attachment A
8Accela
CONTRACT SUM
The total estimated amount payable under this SOW, as calculated from the above-mentioned fees, is $59,900. This estimated price is based on the information available at time of signing and the assumptions, dependencies and constraints, and roles and responsibilities of the Parties, as stated in this SOW.
ADIVIINISTRATION
CHANGE ODERS
In order to make a change to the scope of Professional Services in this SOW, and subject to the Disclaimers below, Agency must submit a written request to Accela specifying the proposed changes in detail. Accela will submit to Agency an estimate of the charges and the anticipated changes in the delivery schedule that will result from the proposed change in the Professional Services Change Order. Accela will continue performing the Professional Services in accordance with the SOW until the parties agree in writing on the change in scope of work, scheduling, and fees therefore. Any Change Order will be agreed to by the parties in writing prior to implementation of the Change Order. IfAccela’s effort changes due to changes in timing, roles, responsibilities, assumptions, scope, etc. or if additional support hours are required, a change order will be created that details these changes, and impact to project and cost (if any). Any change order will be signed by Accela and Agency prior to commencing any activities defined in the change order. Standard blended rate for Accela resources is $250 per hour. The Change Order Template is attached hereto as Appendix A.
EXPIRATION
The scope and terms of this SOW must be executed within 90 days of the SOW date. If the SOW is not executed, the current scope and terms can be renegotiated.
DISCLAIMERS
Accela makes no warranties in respect of the Services described in this SOW except as set out in the governing Subscription Services Agreement. Any configuration of or modification to the Product that can be consistently supported by Accela via APIs, does not require direct database changes and is capable of being tested and maintained by Accela will be considered a “Supported Modification”. Accela’s obligations and warranties in respect of its Services, Products, and rnaintenance and support, as set out the agreement between Accela and Agency, does not extend outside the Supported Modifications or to any Agency manipulation of implemented scripts, reports, interfaces and adaptors.
In the event Agency requires significant changes to this SOW (including cumulative revisions across any one or more Change Orders) which Accela reasonably determines (a) is a material modification of the nature or scope of Services as initially contemplated by the Parties under this SOW and/or (b) is significantly outside the Supported Modifications, Accela may, upon no less than thirty (30) days’ notice to Agency, suspend or terminate this SOW and/or any Change Order issued hereunder. In the event of any such termination or suspension, the parties will work together in finalizing agreed-upon Deliverables.
Statement of Work
Proprietary and Confidential
Attachment A
8Accela
SIGNATURES
This Statement of Work is agreed to by the parties and made effective upon the date of last signature. If undated by Agency, the effective date will be as of the Accela signature hereto.
CITY OF DOWNEY,
a California municipal corporation
and charter city
ACCELA, Inc.,
a Delaware corporation
By:
Mayor
By:
Its :
nc
baAl,a\kr
Attest : Attest:
City Clerk Secretary
Approved as to Form.Approved as to Form.
a C '}b. E..J
m;i ,ttorney Legal Counsel
Statement of Work
Proprietary and Confidentia
Attachment A
BAccela
APPENDIX A: CHANGE ORDER FORM
Agency:
Project Code:
Contract ID
Initiating Department:
Initiated By:
CO #.
Date:
A.PROJECT CHANGE DESCRIPTION/TASK SUMMARY:
1. IDescription of Change #1 – Issue details/scope impact, add as many as needed] • Schedule impact
• Resource impact
• Cost impact:
2. Etc
Total Project Schedule Impact: [Enter]
Total Project Resource Impact: [Enter]
Total Project Cost Impact; [Enter]
B. BILLING TERMS:
Please describe the method by which Accela may bill the customer. Typically for CO’s this is T&M.
C. EXPIRATION:
If this is a CO for a bucket of T&M hours there needs to be an expiration date
SIGNATURE AND ACCEPTANCE
The above Services will be performed in accordance with this Change Order/Work Authorization and the provisions of the Contract for the purchase, modification, and maintenance of the Acceta systems. The approval of this Change Order will act as a Work Authorization for Accela and/or Agency to perform work in accordance with this Change Order, including any new payment terms identified in this Change Order. This Change Order takes precedent and supersedes all other documents and discussions regarding this subject matter.
Statement of Work
Proprietary and Confidential
Attachment A
BAccela
Accepted By:Accepted By:
Accela, Inc
By:
Print Name
Title
Date
By
Print Name
Title
Date
Statement of Work
Proprietary and Confidentia
Attachment A
BAccela
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 Systems" 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 timeand materials consulting, review, training or other services (but excluding Subscription and Support Services) delivered by Accela to Customer pursuant an Order. A description of the current Consulting Services Description & 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 patent rights (including, without limitation, patent applications and disclosures), copyrights, trade secrets, know-how, and any other intellectual property rights 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 polices located at www.accela.com/terms .
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 software (including client software for Authorized Users’ devices) and Documentation that Accela uses or makes available aspart of the Subscription Services.
1.13. “Support Services" means those technical and help services provided by Accela in accordance with the Support Services Policy 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 interfacesto 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. Support Services & Availability. During the Subscription Period, Accela shall provide to Customer the Support Accela Rev 20191205
Attachment B
BAccela
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 & Service Level Policies 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. 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 Accela’s services policies then in effect 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 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 accessor 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 ofAccela, (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, orthat 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); (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, Consulting 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. Customer’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 reasonableefforts to prevent unauthorized access to or use of the Subscription Services and Customer Data under its account, and notifyAccela 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 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 fees are exclusive of any taxes, levies, duties, 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-offto 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 Accela Rev 20191205
Attachment B
BAccela
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. CONFIDENTIALITY
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 Usage. Customer shall be responsible forCustomer 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) 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 Use 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, 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. Accela 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 applicableSubscription Services and refund all unused, prepaid fees paid by Customer for such non-compliant Subscription Services
6.2. Consulting Services. 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. Disclaimers. 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- Accela Rev 20191205
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INFRINGEMENT, TO THE MAXIMUM EXTENT PERMiTrED BY APPLICABLE LAW.
6.4. Cannabis-Related Activities. If Customers purchases any Subscription Services for use with any cannabis-related activities, the following additional disclaimers shall apply: Accela is considered a software service provider to its customers and not a cannabis- related business or agent thereof. In addition to the foregoing, Accela only retains Subscription Services fees of this Agreement from its Customer for general software services, a state or local government agency, and does not retain these fees from any type of External Users. It is the sole responsibility of the Customer to offer state law compliant services, which may be coordinated and facilitated through the use of the Subscription Services. Accela makes no representations, promises, or warranties with respect to the legality, suitability, or otherwise regarding any third-party provider, including partners, and have no responsibility or liability with respect to services provided to Customer by such third parties.
7. INDEMNIFICATION. 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; (ii) any use of the Subscription Services in a manner that violates this Agreement or the instructions given to Customer by Accela; (iii) a version of the Subscription Services other than the current, fully patched version, provided such updated version would have avoided the infringement; (iv) Customer’s breach of this Agreement. THIS SECTION 7 STATES THE ENTIRE OBLIGATION OFACCELA AND ITS LICENSORS WITH RESPECT
TO ANY ALLEGED OR ACTUAL INFRINGEMENT OR MISAPPROPRIATION OF INTELLECTUAL PROPERTY RIGHTS RELATED TO THIS AGREEMENT.
8. LIMITATION OF LIABILITY
EXCEPT FOR LIABILITY ARISING OUT OF EITHER PARTY’S LIABILITY FOR DEATH OR PERSONAL INJURY OR CUSTOMER’S BREACH OF SECTION 2, NEITHER PARTY’S AGGREGATE LIABILITY FOR DAMAGES ARISING OUT OF OR IN CONNECTION
WITH THIS AGREEMENT OR FROM THE USE OF OR INABILITY TO USE THE SERVICE, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABIUW, SHALL EXCEED TWO TIMES (2X) THE TOTAL AMOUNT PAID BY CUSTOMER HEREUNDER IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE INCIDENT. EXCEPT FOR LIABILITY ARISING OUT OF CUSTOMER’S BREACH OF SEcrioN 2 OR EITHER PARTY’S LIABILITY FOR DEATH OR PERSONAL INJURY, 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 coNNEcrioN WITH THIS AGREEMENT OR FROM THE USE OF OR INABILITY TO USE THE SUBSCRIPTION SERVICES, WHETHER BASED ON WARRANTY, CONTRACr, TORT (INCLUDING NEGLIGENCE), PRODUcr 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. SECURITY
Accela has implemented commercially viable and reasonable information security 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 Accela Rev 20191205
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communication and that there arepersons 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.
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
11.1. 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.
11.2. Subscription Periods & Renewals. Subscription Periods begin as specified in the applicable Order and, unless terminated earlier in accordance with this Agreement, continue forthe term specified therein. Except as otherwise specified in the applicable Order, (a) all Subscriptions 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 Term. 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.
11.3. 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 is 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.
11.4. Effect 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 mutually agreed. 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 DataStorage Policy can be accessed www.accela.com/terms/ .
11.5. 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
12.1. 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 Accela Rev 20191205
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specified by the recipient in writing when entering into this Agreement or establishing Customer’s account for the Subscription Services.
12.2. 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.
12.3. Compliance 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.
12.4. Assignment. 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.
12.5. Publicity. 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.
12.6. Miscellaneous. 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 acourt 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 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 therein, no additional or conflicting terms or conditions stated in any of Customer’s purchase order documentation will be incorporated into or form any part of this Agreement, and all such terms or conditions shall be null and void
Accela Rev 20191205
Attachment B
gAccela
In WITNESS WHERE OF, the parties have indicated t
below
CITY OF DOWNEY,
a California municipal corporation
and charter city
By:
Mayor
heir acceptance of the terms of this Agreement by their signatures ACC
a DelawareAcorporation
By:
Its:
Attest:
e\5\ i&\to
V/-–
Attest:
City Clerk
Approved as to Form.
Secretary
Approved as to Form.
Legal Counsel
F+
Ci6/Attorney
Accela Rev 20191205
Attachment B
8Acceta Proposed by: Matthew Donovan
Contact Phone
Contact Email: [email protected]
Quote ID: Q-34115
Valid Through: 10/31/2024
Currency: USD
9110Alcosta Blvd. Suite H #3030
San Ramon, CA, 94583
Order Form
Address Information
Bill To:
Downey City Community Development, CA
1 st Floor Downey City Hall
11111 Brookshire Avenue
Downey, California 90241
United States
Ship To:
Downey City Community Development, CA
1 st Floor Downey City Hall
11111 Brookshire Avenue
Downey, California 90241
United States
Billing Name: Jeff Mclver
Billing Phone:
Billing Email: [email protected]
Services Year
Year 1
Year 1
Year 1
Start Date End Date Term
(Months)
12 12
12 Price Qty Net Total
Multi Solution User
> Accela Building - SaaS
> Accela Planning - SaaS
11/1/2024 10/31/2025
11/1/2024 10/31/2025
11/1/2024 10/31/2025
$3,950.00
$0.00
$0.00
45 45
45 TOTAL:
$177,750.00
$0.00
$0.00
$177,750.00
Services Year
Year 2
Year 2
Year 2
Start Date End Date Term
(Months)
12 12
12 Price Qty Net Total
Multi Solution User
> Accela Building - SaaS
> Accela Planning - SaaS
11/1/2025 10/31/2026
11/1/2025 10/31/2026
11/1/2025 10/31/2026
$4,226.50
$0.00
$0.00
45 45
45 TOTAL:
$190,192.50
$0.00
$0.00
$190, 192.50
Services Year
Year 3
Year 3
Start Date End Date Term
(Months)
11/1/2026 10/31/2027 12
11/1/2026 10/31/2027 12
Price Qty
45 45
Net Total
Multi Solution User
> Accela Building - SaaS
$4,522.36
$0.00
$203,505.98
$0.00
Attachment B
Services Year
Year 3
Start Date End Date Term
(Months)
11/1/2026 10/31/2027 12
Price Qty Net Total
> Accela Planning - SaaS $0,00 45
TOTAL:
$0.00
$203,505.98
Pricing Summary
Period
Year 1
Net Total
$ 177,750.00
$ 190,192.50
$ 203,505,98
Year 2
Year 3
Total $ 571,448.48
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 hIM// www.accela.com/Lerms/ 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
Attachment B
CITY OF DOWNEY,
a California municipal corporation
and charter city
ACCELA, Inc.,
a Delaware corporation
By:
Mayor
By:
Its :
N&rHe-bAfdM'e,\
}\ \(r0
i’Slt: Ctto
Attest :Attest:
City Clerk Secretary
Approved as to Form.Approved as to Form.
(L/
#& torney Legal Counsel
Attachment B
velosimo‘
Order/Quote Form
End User: City of Downey, CA
Address Information:
Bill To:
Entity Name: City of Downey
Address: PO Box 7016
Ship To
Entity Name: City of Downey
Address: PO Box 7016
City: Downey
State: CA
Zip: 90241
3illing Contact Name: Accounts Payable
Billing Phone:
Billing Contact Email: accountspayable@)downeyca.org
Payment Terms and Conditions
City: Downey
State: CA
Zip: 90241
Shipping Contact Name: Jessica Flores
Shipping Phone
Shipping Contact Email [email protected]
Service Start Date: 01/12/25
Service End Date: 01/11/28
Billing Frequency: Annual
Payment Method: ACH
Payment Terms: Net 30 Days
Billing Method: Email Invoice
PO Required (yes/no): Yes
PO Number:
Products and Services
Connections (end Term End DateTerm Start Date
Velosimo Connect 1/12/25Accela to Laserfiche Connector 1/11/260101-0601 Velosimo Connect Accela to Laserfiche Connector 1/11/271/12/260101-0601 Velosimo Connect 1/12/27 1/11/28Accela to Laserfiche Connector0101-0601 Net Price
$13,200
514,520
$15,972
Other Terms and Conditions
a)Payment obligations hereunder are non{ancelable and any sums when paid shall be non-refundable b)This Order Form incorporates and is subject to the terms and conditions of the Support and Maintenance terms provided at www.velosimo.com/msmp1 C)
d)
e)
f)
g)
If the End User requires additional customization a separate estimate and Statement of Work will be provided Atternate Terms Disclaimed: The parties expressly disclaim any alternate terms and conditions accompanying drafts and/or purchase orders issued byCustomer.
The term of this agreement is three years.
CIvic Platform vg.x or greater required
All pricing, terms and conditions are contingent on receiving a signed order form or mutally executed agreement by 1/1 1 /2025 Attachment C
Docusign Envelope ID: 5CEEECD3-B365-4757-AC19-56CE3AB7ED5A
CITY OF DOWNEY,
a California municipal corporation
and charter city
Velosimo, Inc.,
a Del-"/are corporation
By:
Mayor
By:
Its :
Name Sean Wong
CFO
Attest:Attest.'
City Clerk Secretary
Approved as to Form.Approved as to Form.
Mm Legal Counsel
Attachment C