TO: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL
FROM: OFFICE OF THE CITY MANAGER
BY: IRMA HUITRON, DIRECTOR OF COMMUNITY DEVELOPMENT
DATE: JUNE 24, 2025
SUBJECT: APPROVAL OF PROFESSIONAL SERVICES AGREEMENT FOR THE
CONTINUED OPTIMIZATION OF THE CITY'S LAND MANAGEMENT
SYSTEM (ACCELA), AND A SUBSCRIPTION SOFTWARE AND SERVICE
AGREEMENT FOR ANNUAL SUBSCRIPTION FEES, AND PROFESSIONAL
SERVICES FOR THE EPERMITHUB DIGITAL PLAN ROOM ELECTRONIC
PLAN REVIEW PLATFORM
EXECUTIVE SUMMARY
The City Council will consider approving a Professional Service Agreement with IK Consulting, LLC, for the continued optimization of the City's land management system (Accela), and a Subscription Software and Service Agreement with PermitRocket Software, LLC dba EPermitHub, for the continued implementation of the EPermitHub Digital Plan Room electronic plan review platform. By approving the aforementioned agreements, the Community Development, Fire, Police, and Public Works Departments will continue to improve the City's interdepartmental permitting system by: 1) completing essential configurations to keep Accela up-to-date and compatible with internal payment (Paymentus) and recordkeeping (Laserfiche) systems, 2) complete system upgrades to provide an updated Accela Citizen Access portal experience to external users, and 3) provide external and internal users a streamlined and expeditious electronic plan review experience.
RECOMMENDATION
That the City Council:
Approve a Professional Service Agreement, with IK Consulting LLC, for the continued optimization of the City's land management system (Accela) for Fiscal Year 2025-2026 totaling $191,100; authorize as -needed software support and staff training, averaging 30 hours a month in the amount not to exceed $54,000 for FY 2026-2027; and authorize as -needed software support and staff training, averaging 15 hours a month in the amount not to exceed $27,000 for FY 2027- 2028, with the total amount of $272,100 for three fiscal years; and,
PROFESSIONAL SERVICES AGREEMENTS WITH IK CONSULTING AND SUBSCRIPTION
SOFTWARE AND SERVICE AGREEMENT PERMITROCKET SOFTWARE
JUNE 24, 2025
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2. Approve a Subscription Software and Service Agreement with PermitRocket Software, LLC dba EPermitHub, for annual subscription fees and professional services related to the EPermitHub Digital Plan Room electronic plan review platform, in the amount not to exceed $83,000 for FY 2025-2026; authorize an annual software subscription fee renewal in the amount not to exceed $34,650 for FY 26-27; and authorize an annual software subscription fee renewal in the amount not to exceed $36,382.50 for FY 2027-2028, with the total amount of $154,032.50 for three fiscal years.
Accela is a software system that is used by the City as part of its interdepartmental project review and permitting process, and serves as the City's land management system. The system is used to track entitlements, plan checks, inspections, and for processing, and issuing permits.
In 2023, the City Council approved funding to upgrade the Accela software system.
Accordingly, significant progress has been made to implement system upgrades, including but not limited to:
• Streamlining plan check submission through a fully digital process in April 2024, ensuring faster service and turnaround times across all relevant departments; • Continued technological enhancements, including electronic notifications, and improved internal workflows; and
• Upgraded the system from an on -site server to the Cloud, thereby reducing infrastructure costs, and further reducing potential security risks to the City.
As staff worked through the aforementioned upgrades, needed system enhancements were cataloged by various City departments. These enhancements will further assist in streamlining the City's interdepartmental review and project monitoring processes.
ANALYSIS
City staff seeks to continue the implementation of internal process efficiencies within the City's land management system. Accela is a robust system that requires specialized consultants trained to implement and maintain the system. The IK Consulting team is a leading preferred services provider that has partnered with Accela since 2004. IK Consulting has over 30 years of hands-on experience in the areas of building permitting, land development, licensing, and infrastructure management, which gives the team unique insight and understanding of how city government manages the needs of the public.
The IK Consulting team has worked with the City since 2023 to optimize the functionalities of the Accela software system within the Community Development Department. These enhancements include updating workflows and configurations to reflect updated City
PROFESSIONAL SERVICES AGREEMENTS WITH IK CONSULTING AND SUBSCRIPTION
SOFTWARE AND SERVICE AGREEMENT PERMITROCKET SOFTWARE
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processes, as well as designing and customizing reporting to monitor projects. In FY 2025-2026 staff proposes to continue working with IK Consulting to:
• Create and implement digital Planning Division application processes and workflows, thereby allowing for online submission of Planning related applications • Update Fire Department Accela module and workflows, allowing for online submission of relevant development -related applications • Create and implement a Police Department Accela module and workflow, allowing for online submission of relevant Police -related applications • Update the Public Works Department, Engineering Division's Accela module and workflows, allowing for online submission of relevant Public Works related applications
• Complete system upgrades for all departments, to provide an updated public - facing Accela Citizen Access (ACA) portal experience to external users Concurrently, Community Development staff has worked with PermitRocket Software LLC, to implement the ePermitHub Digital Plan Room, a platform that streamlines the electronic plan check submittal and review process for users within Accela's Citizen Access (ACA) portal, while allowing for continued departmental workflow streamlining internally.
EPermitHub's software integrates seamlessly with ACA, such that customers (i.e., architects, engineers, contractors, residents, etc.) have a streamlined user experience, without being directed to a separate electronic plan review (EPR) portal for submittal.
Additionally, ePermitHub supports interactive issue resolution communication, allowing customers to view and respond to identified code -related issues on plans and supporting documents directly from within ACA without needing to view a static corrections letter or report (i.e., PDF, docx, xlxs file), and without having to transfer their documents outside of ACA for review. In FY 2025-2026 staff proposes to continue and complete the implementation of the EPermitHub Digital Plan Room platform for the Public Works and Fire Departments.
By approving the agreements with IK Consulting LLC and PermitRocket Software LLC, the Community Development, Fire, Police, and Public Works Departments will continue to improve the City's permitting system by completing essential configurations to keep the permit software (Accela) up-to-date and compatible with internal payment (Paymentus) and record keeping (Laserfiche) systems, while providing both external and internal users a more streamlined and expeditious EPR experience.
CITY COUNCIL PRIORITIES
Efficiency & Adaptability
Quality of Life, Safety & Infrastructure
PROFESSIONAL SERVICES AGREEMENTS WITH IK CONSULTING AND SUBSCRIPTION
SOFTWARE AND SERVICE AGREEMENT PERMITROCKET SOFTWARE
JUNE 24, 2025
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FISCAL IMPACT
Approval of the recommended actions will result in a FY 2025-2026 expenditure of $274,100, which has already been incorporated into the proposed Fiscal Year 2025-2026 budget. The affected department operating budgets for Fiscal Year 2025-2026 are listed below:
Future budgets will be adjusted via the City's annual budget approval process to correspond with subsequent years' expenses associated with these agreements.
ATTACHMENTS
Attachment A: Professional Service Agreement - IK Consulting, LLC Attachment B: Subscription Software and Services Agreement - PermitRocket Software, LLC
CITY OF DOWNEY
PROFESSIONAL SERVICES AGREEMENT
WITH IK CONSULTING
FOR ACCELA CIVIC PLATFORM SUPPORT SERVICES
1. PARTIES AND DATE.
This Agreement is made and entered into this 24th day of June, 2025 by and between the City of Downey, a California municipal corporation and charter city with its principal place of business at 11111 Brookshire Avenue, Downey California 90241 ("City") and IK Consulting LLC, an Arizona LLC, with its principal place of business at 12350 E. Speedway Blvd., Tucson, AZ 85748("Consultant"). City and Consultant are sometimes individually referred to as "Party" and collectively as "Parties."
2. RECITALS.
2.1 Consultant.
Consultant desires to perform and assume responsibility for the provision of certain professional ACCELA SUPPORT services required by City on the terms and conditions set forth in this Agreement. Consultant represents that it has demonstrated competence and experience in providing ACCELA SUPPORT services to public clients, is licensed in the State of California, and is familiar with the plans of City.
2.2 Project.
City desires to engage Consultant to render such services for the ACCELA CIVIC PLATFORM project ("Project") as set forth in this Agreement.
3. TERMS.
3.1 Scope of Services and Term.
3.1.1 General Scope of Services. Consultant promises and agrees to furnish to City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the professional ACCELA SUPPORT services necessary for the Project ("Services"). The Services are more particularly described in Exhibit "A" attached hereto and incorporated herein by reference. All Services shall be subject to, and performed in accordance with, this Agreement, the exhibits attached hereto and incorporated herein by reference, and all applicable local, state and federal laws, rules and regulations.
3.1.2 Term. The term of this Agreement shall be from DULY 1, 2025 to JUNE 30, 2028, unless earlier terminated as provided herein. Consultant shall complete the Services within the term of this Agreement, and shall meet any other established schedules Attachment A
and deadlines. The term of this Agreement may be extended by written amendment to this Agreement signed by the City Manager and the Consultant.
3.2 Responsibilities of Consultant.
3.2.1 Control and Payment of Subordinates; Independent Contractor. The Services shall be performed by Consultant or under its supervision. Consultant will determine the means, methods and details of performing the Services subject to the requirements of this Agreement. City retains Consultant on an independent contractor basis and not as an employee. Consultant retains the right to perform similar or different services for others during the term of this Agreement. Any additional personnel performing the Services under this Agreement on behalf of Consultant shall also not be employees of City and shall at all times be under Consultant's exclusive direction and control. Consultant shall pay all wages, salaries, and other amounts due such personnel in connection with their performance of Services under this Agreement and as required by law. Consultant shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, disability insurance, and workers' compensation insurance.
In the event that Consultant or any employee, agent, or subcontractor of Consultant providing services under this Agreement claims or is determined by a court of competent jurisdiction or the California Public Employees Retirement System (CaIPERS) to be eligible for enrollment in CaIPERS as an employee of City, Consultant shall indemnify, defend, and hold harmless CITY for the payment of any employee and/or employer contributions for CaIPERS benefits on behalf of Consultant or its employees, agents, or subcontractors, as well as for the payment of any penalties and interest on such contributions, which would otherwise be the responsibility of City.
3.2.2 Schedule of Services. Consultant shall perform the Services expeditiously, within the term of this Agreement. Consultant represents that it has the professional and technical personnel required to perform the Services in conformance with such conditions.
3.2.3 Conformance to Applicable Requirements. All work prepared by Consultant shall be subject to the approval of City.
3.2.4 Substitution of Key Personnel. Consultant has represented to City that certain key personnel will perform and coordinate the Services under this Agreement. Should one or more of such personnel become unavailable, Consultant may substitute other personnel of at least equal competence upon written approval of City. In the event that City and Consultant cannot agree as to the substitution of key personnel, City shall be entitled to terminate this Agreement for cause. As discussed below, any personnel who fail or refuse to perform the Services in a manner acceptable to the City, or who are determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project or 2 Attachment A
a threat to the safety of persons or property, shall be promptly removed from the Project by the Consultant at the request of the City.
3.2.5 City's Representative. The City hereby designates Irma Huitron, Director of Community Development, or his or her designee, to act as its representative for the performance of this Agreement ("City's Representative"). City's Representative shall have the power to act on behalf of the City for all purposes under this Contract. Consultant shall not accept direction or orders from any person other than the City's Representative or his or her designee.
3.2.6 Consultant's Representative. Consultant hereby designates Melissa Kern, Managing Partner, or his or her designee, to act as its representative for the performance of this Agreement ("Consultant's Representative"). Consultant's Representative shall have full authority to represent and act on behalf of the Consultant for all purposes under this Agreement. The Consultant's Representative shall supervise and direct the Services, using his best skill and attention, and shall be responsible for all means, methods, techniques, sequences and procedures and for the satisfactory coordination of all portions of the Services under this Agreement.
3.2.7 Coordination of Services. Consultant agrees to work closely with City staff in the performance of Services and shall be available to City's staff, consultants and other staff at all reasonable times.
3.2.8 Standard of Care; Performance of Employees. Consultant shall perform all Services under this Agreement in a skillful and competent manner, consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. Consultant represents and maintains that it is skilled in the professional calling necessary to perform the Services. Consultant warrants that all employees and subcontractors shall have sufficient skill and experience to perform the Services assigned to them. Finally, Consultant represents that it, its employees and subcontractors have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Services, including a City Business License, and that such licenses and approvals shall be maintained throughout the term of this Agreement. As provided for in the indemnification provisions of this Agreement, Consultant shall perform, at its own cost and expense and without reimbursement from the City, any services necessary to correct errors or omissions which are caused by the Consultant's failure to comply with the standard of care provided for herein. Any employee of the Consultant or its sub -consultants who is determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project, a threat to the safety of persons or property, or any employee who fails or refuses to perform the Services in a manner consistent with the standard of care set forth herein, shall be promptly removed from the Project by the Consultant and shall not be re-employed to perform any of the Services or to work on the Project.
3.2.9 Laws and Regulations. Consultant shall keep itself fully informed of and in compliance with all applicable local, state and federal laws, rules and regulations in force at Attachment A
the time the Services are performed by Consultant and in any manner affecting the performance of the Project or the Services, including all applicable Cal/OSHA requirements, and shall give all notices required by law. Consultant shall be liable for all violations of such laws and regulations in connection with Services. If the Consultant performs any work knowing it to be contrary to such laws, rules and regulations and without giving written notice to the City, Consultant shall be solely responsible for all costs arising therefrom. Consultant shall defend, indemnify and hold City, its officials, directors, officers, employees and agents free and harmless, pursuant to the applicable indemnification provisions of this Agreement, from any claim or liability arising out of any failure or alleged failure to comply with such laws, rules or regulations. Consultant's violation of such laws, rules and regulations shall also constitute a material breach of this Agreement.
3.2.10 Insurance.
3.2.10.1 Time for Compliance. Consultant shall not commence the Services or the Project under this Agreement until it has provided evidence satisfactory to the City that it has secured all insurance required under this section. 1n addition, Consultant shall not allow any subcontractor to commence work on any subcontract until it has provided evidence satisfactory to the City that the subcontractor has secured all insurance required under this section. The City reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience with insurer, coverage or other special circumstances.
3.2.10.2 Minimum Requirements. Consultant shall, at its expense, procure and maintain for the duration of the Agreement insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the Agreement, the Services or the Project by the Consultant, its agents, representatives, employees or subcontractors. Consultant shall also require all of its subcontractors to procure and maintain the same insurance for the duration of the Agreement. Such insurance shall meet at least the following minimum levels of coverage:
(A) Minimum Scope of Insurance. (1) Commercial General
Liability (CGL): Insurance Services Office Form CG 00 01 covering CGL on an "occurrence" basis including products and completed operations, property damage, bodily injury and personal and advertising injury; (2) Automobile Liability: Insurance Services Office Form Number CA 0001 covering Code 1 (any auto) or if Consultant owns no autos, Code 8 (hired) and 9 (non -owned); and (3) Workers' Compensation : Workers' Compensation insurance as required by the State of California with Statutory Limits; and (4) Employer's Liability Insurance.
(B) Minimum Limits of Insurance. Consultant shall maintain limits no less than: (1) Commercial General Liability (CGL): No less than $1,000,000 per occurrence for products and completed operations, bodily injury, property damage and personal and advertising injury. If Commercial General Liability Insurance or other form with general aggregate limit applies, either the general aggregate limit shall apply separately to this Agreement/location (ISO CG 25 03 or 25 04) or the general aggregate limit shall be twice the required occurrence limit; (2) Automobile Liability. No less than $1,000,000 per 4 Attachment A
accident for bodily injury and property damage; and (3) Workers' Compensation. Workers' Compensation limits as required by the Labor Code of the State of California with Statutory Limits; (4) Employer's Liability: Employer's Liability limits of no less than $1,000,000 per accident for bodily injury or disease. Employer's Liability coverage may be waived by the City if City receives written verification that Consultant has no employees.
If the Consultant maintains broader coverage and/or higher limits than the minimum shown in this subdivision 3.2.10.2, the City requires and shall be entitled to the broader coverage and/or the higher limits maintained by the Consultant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City.
3.2.10.3 Professional Liability (Errors & Omissions). Consultant shall procure and maintain, and require its sub -consultants to procure and maintain, for a period of five (5) years following completion of the Services or the Project, errors and omissions liability insurance appropriate to its profession. Such insurance shall be in an amount not less than $1,000,000 per occurrence or claim and $1,000,000 in the aggregate, and shall be endorsed to include contractual liability. If the Consultant maintains broader coverage and/or higher limits than the minimum shown in this subdivision 3.2.10.3, the City requires and shall be entitled to the broader coverage and/or higher limits maintained by the Consultant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City.
Technology Professional Liability Errors and Omissions Insurance. If appropriate to the Consultant's profession and work hereunder, with limits not less than $2,000,000 per occurrence. Coverage shall be sufficiently broad to respond to the duties and obligations as is undertaken by the Consultant in this Agreement and shall include, but not be limited to, claims involving infringement of intellectual property, copyright, trademark, invasion of privacy violations, information theft, release of private information, extortion and network security.
The policy shall provide coverage for breach response costs as well as regulatory fines and penalties as well as credit monitoring expenses with limits sufficient to respond to these obligations.
a. The Policy shall include, or be endorsed to include, property damage liability coverage for damage to, alteration of, loss of, or destruction of electronic data and/or information "property" of the City in the care, custody, or control of the Consultant. If not covered under the Consultant's liability policy, such "property" coverage of the City may be endorsed onto the Consultant's Cyber Liability Policy as covered property as follows:
b. Cyber Liability coverage in an amount sufficient to cover the full replacement value of damage to, alteration of, loss of, or destruction of electronic data and/or information "property" of the City that will be in the care, custody, or control of Consultant. c. The Insurance obligations under this Agreement shall be the greater of 1) all the Insurance coverage and limits carried by or available to the Consultant; or 2) the minimum Insurance requirements shown in this Agreement. Any insurance proceeds in excess of the specified limits and coverage required, which are applicable to a given loss, shall be available to City. 5 Attachment A
No representation is made that the minimum Insurance requirements of this Agreement are sufficient to cover the indemnity or other obligations of the Consultant under this Agreement.
If the Consultant maintains broader coverage and/or higher limits than the minimums shown above, the City requires and shall be entitled to the broader coverage and/or the higher limits maintained by the Consultant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City.
3.2.10.4 Insurance Endorsements. The insurance policies shall contain the following provisions, or Consultant shall provide endorsements on forms approved by the City to add the following provisions to the insurance policies:
(A) Additional Insured Status. The Commercial General
Liability policy shall be endorsed to state that: (1) the City, its directors, officials, officers, employees, agents and volunteers shall be covered as additional insureds with respect to liability arising from the work, Services, Project or operations performed by or on behalf of the Consultant, including materials, parts or equipment furnished in connection with such work, Services. Project or operations; and (2) the insurance coverage shall be primary insurance as respects the City, its directors, officials, officers, employees, agents and volunteers, or if excess, shall stand in an unbroken chain of coverage excess of the Consultant's scheduled underlying coverage. Commercial General Liability insurance coverage may be provided in the form of an endorsement to the Consultant's insurance (at lease as broad as ISO Form CG 20 10 11 85 or both CG 20 10, CG 20 26, CG 20 33 or CG 20 38; and CG 20 37 forms if later revisions are used).
(B) Waiver of Subrogation. Consultant hereby grants to City a waiver of any right to subrogation which any insurer of said Consultant may acquire against the City by virtue of the payment of any loss under said insurance policies set forth herein. Consultant agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer. (C) All Coverages. Each insurance policy required by this Agreement shall be endorsed to state that: (A) coverage shall not be suspended, voided, reduced or canceled except with written notice by certified mail, return receipt requested to the City; and (B) any failure to comply with reporting or other provisions of the policies, including breaches of warranties, shall not affect coverage provided to the City, its directors, officials, officers, employees, agents and volunteers.
3.2.10.5 Primary Coverage. For any claims related to this Agreement, the Consultant's insurance coverage shall be primary insurance and primary coverage at least as broad as ISO CG 20 01 04 13 with respect to the City, its directors, officials, officers, employees, agents and volunteers. Any insurance or self-insurance maintained by the City, its directors, officials, officers, employees, agents and volunteers shall 6 Attachment A
be excess of the Consultant's insurance and shall not be called upon to contribute with it in any way.
3.2.10.6 Separation of Insureds; No Special Limitations. All insurance required by this Section shall contain standard separation of insureds provisions.
In addition, such insurance shall not contain any special limitations on the scope of protection afforded to the City, its directors officials, officers, employees, agents and volunteers.
3.2.10.7 Deductibles and Self -Insurance Retentions. Any deductibles or self -insured retentions must be declared to and approved by the City. City may require Consultant to provide proof of ability to pay losses and related investigations, claim administration and defense expenses and costs within the retention. The policy language shall provide or be endorsed to provide that the self -insured retention may be satisfied by either the named insured or City.
3.2.10.8 Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best's rating no less than A:VII, authorized to do business in California, and satisfactory to the City.
3.2.10.9 Verification of Coverage. Consultant shall furnish City with original certificates of insurance, including all required amendatory endorsements (or copies of the applicable policy language effective coverage required by this provision) and a copy of the Declarations and Endorsement Page of the Commercial General Liability policy listing all policy endorsements to the City before the commencement of work under this Agreement.
However, failure to obtain the required documents prior to the commencement of work under this Agreement shall not waive the Consultant's obligation to provide them to the City. The City reserves the right to require complete, certified copies of all required insurance policies, including endorsements, at any time.
3.2.10.10 Claims -Made Policies. If any of the policies provide coverage on a claims -made basis:
(A) The retroactive date must be shown and must be before the date of this Agreement or the date work commences under this Agreement, whichever is earliest; (B) Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the Services provided under this Agreement;
(C) If coverage is canceled, non -renewed, and not replaced with another claims -made policy form with a retroactive date prior to the effective date of this Agreement or the date work commences under this Agreement, whichever is earliest, the Consultant must purchase extended reporting coverage for a minimum of five (5) years after completion of the Services under this Agreement.
3.2.11 Safetv. Consultant shall execute and maintain its work so as to avoid injury or damage to any person or property. In carrying out its Services, the Consultant shall at all times be in compliance with all applicable local, state and federal laws, rules and regulations, and shall exercise all necessary precautions for the safety of employees Attachment A
appropriate to the nature of the work and the conditions under which the work is to be performed. Safety precautions as applicable shall include, but shall not be limited to: (A) adequate life protection and life-saving equipment and procedures; (B) instructions in accident prevention for all employees and subcontractors, such as safe walkways, scaffolds, fall protection ladders, bridges, gang planks, confined space procedures, trenching and shoring, equipment and other safety devices, equipment and wearing apparel as are necessary or lawfully required to prevent accidents or injuries; and (C) adequate facilities for the proper inspection and maintenance of all safety measures.
3.3 Fees and Payments.
3.3.1 Compensation. Consultant shall receive compensation, including authorized reimbursements, for all Services rendered under this Agreement at the rates set forth in Exhibit "A" attached hereto and incorporated herein by reference. The total compensation shall not exceed TWO HUNDRED SEVENTY-TWO THOUSAND, ONE HUNDRED DOLLARS ($272,100) without written approval of the City. Extra Work may be authorized, as described below, and if authorized, said Extra Work will be compensated at the rates and manner set forth in this Agreement.
3.3.2 Payment of Compensation. Consultant shall submit to City a monthly itemized statement which indicates work completed and hours of Services rendered by Consultant. The statement shall describe the amount of Services and supplies provided since the initial commencement date, or since the start of the subsequent billing periods, as appropriate, through the date of the statement. City shall, within thirty (30) days of receiving such statement, review the statement and pay all approved charges thereon.
3.3.3 Reimbursement for Expenses. Consultant shall not be reimbursed for any expenses unless authorized in writing by City.
3.3.4 Extra Work. At any time during the term of this Agreement, City may request that Consultant perform Extra Work. As used herein, Extra Work means any work which is determined by City to be necessary for the proper completion of the Project, but which the parties did not reasonably anticipate would be necessary at the execution of this Agreement. Consultant shall not perform, nor be compensated for, Extra Work without written authorization from the City Manager.
3.3.5 Reserved
3.4 Accounting Records.
3.4.1 Maintenance and Inspection. Consultant shall maintain complete and accurate records with respect to all costs and expenses incurred under this Agreement. All such records shall be clearly identifiable. Consultant shall allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement. Consultant shall allow Attachment A
inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement.
3.5 General Provisions.
3.5.1 Termination of Agreement.
3.5.1.1 Grounds for Termination. City may, by written notice to Consultant, terminate the whole or any part of this Agreement at any time either for cause or for the City's convenience and without cause by giving written notice to Consultant of such termination, and specifying the effective date thereof, at least seven (7) days before the effective date of such termination. Consultant may only terminate this Agreement for cause upon giving the City not less than seven (7) calendar days' written notice.
Upon termination, Consultant shall be compensated only for those services which have been adequately rendered to City, and Consultant shall be entitled to no further compensation. The City shall within fifteen (15) calendar days following termination pay the Consultant for all services adequately rendered and all reimbursable costs incurred by Consultant up to the date of termination, in accordance with the payment provisions of this Agreement.
The following reasons shall constitute "cause" for which either party may terminate this Agreement as provided herein:
• Substantial failure by the other party to perform in accordance with the terms of this Agreement and through no fault of the terminating party; • Assignment of this Agreement or transfer of the Project by either party to any other entity without the prior written consent of the other party; • Suspension of the Project or the Consultant's Services by the City for more than ninety (90) calendar days, consecutive or in the aggregate, without good cause; • Material changes in the conditions under which this Agreement was entered into, the Scope of Services or the nature of the Project, and the failure of the parties to reach agreement on the compensation and schedule adjustments necessitated by such changes.
3.5.1.2 Effect of Termination. If this Agreement is terminated as provided herein, City may require Consultant to provide all finished or unfinished Documents and Data and other information of any kind prepared by Consultant in connection with the performance of Services under this Agreement. Consultant shall be required to provide such Documents and Data and other information within fifteen (15) days of the City's request.
Attachment A
3.5.1.3 Additional Services. In the event this Agreement is terminated in whole or in part as provided herein, City may procure, upon such terms and in such manner as it may determine appropriate, services similar to those terminated.
3.5.2 Delivery of Notices. All notices permitted or required under this Agreement shall be given to the respective parties at the following address, or at such other address as the respective parties may provide in writing for this purpose:
Consultant:
City:
IK Consulting
PO Box 17661
Tucson, AZ 85731
Phone: (520) 891-5376
Fax: (520) 733-6282
Attn: Melissa Kern
City of Downey
11111 Brookshire Avenue
Downey, California 90241
Phone: (562) 904-7286
Attn: City Manager
With a courtesy copy to:
City of Downey
City Attorney's Office
11111 Brookshire Avenue
Downey, California 90241
Such notice shall be deemed made when personally delivered or when mailed, forty- eight (48) hours after deposit in the U.S. Mail, first class postage prepaid and addressed to the party at its applicable address. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service.
3.5.3 Ownership of Materials and Confidentiality.
3.5.3.1 Documents & Data; Licensing of Intellectual Property. This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement ("Documents & Data"). Consultant shall require all subcontractors to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Consultant represents and warrants that Consultant has the legal io
Attachment A
right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were prepared by design professionals other than Consultant or provided to Consultant by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk.
3.5.3.2 Confidentiality. All ideas, memoranda, specifications, plans, procedures, drawings, descriptions, computer program data, input record data, written information, and other Documents and Data either created by or provided to Consultant in connection with the performance of this Agreement shall be held confidential by Consultant.
Such materials shall not, without the prior written consent of City, be used by Consultant for any purposes other than the performance of the Services. Nor shall such materials be disclosed to any person or entity not connected with the performance of the Services or the Project. Nothing furnished to Consultant which is otherwise known to Consultant or is generally known, or has become known, to the related industry shall be deemed confidential.
Consultant shall not use City's name or insignia, photographs of the Project, or any publicity pertaining to the Services or the Project in any magazine, trade paper, newspaper, television or radio production or other similar medium without the prior written consent of City.
3.5.4 Cooperation; Further Acts. The Parties shall fully cooperate with one another, and shall take any additional acts or sign any additional documents as may be necessary, appropriate or convenient to attain the purposes of this Agreement.
3.5.5 Attorney's Fees. In the event of any litigation, whether in a court of law, administrative hearing, arbitration, or otherwise, arising from or related to this Agreement of the services provided under this Agreement, the prevailing party shall be entitled to recover from the non -prevailing party all reasonable costs incurred, including staff time, court costs, attorneys' fees and all other related expenses in such litigation.
3.5.6 Indemnification.
3.5.6.1 General Indemnification. Except as provided in subdivision
3.5.6.2 below which is applicable to "design professionals" only, Consultant shall defend (with counsel acceptable to City), indemnify and hold the City, its officials, officers, employees, volunteers and agents free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury, in law or equity, to property or persons, including wrongful death, in any manner arising out of or incident to any alleged negligent acts, errors, omissions or willful misconduct of Consultant, its officials, officers, employees, agents, consultants and contractors arising out of or in connection with the performance of the Services, the Project or this Agreement, including without limitation the payment of all consequential damages and attorneys' fees and other related costs and expenses. The Consultant's duty to indemnify shall extend to any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury, in law or equity that Consultant and/or its personnel are employees of the City, have been misclassified as an independent contractors, or failed to pay any or all necessary state or federal withholdings and/or taxes. Consultant shall defend, at Consultant's own cost, expense and risk, any and all such aforesaid suits, I
Attachment A
actions or other legal proceedings of every kind that may be brought or instituted against City, its directors, officials, officers, employees, agents or volunteers. Consultant shall pay and satisfy any judgment, award or decree that may be rendered against City or its directors, officials, officers, employees, agents or volunteers, in any such suit, action or other legal proceeding. Consultant shall reimburse City and its directors, officials, officers, employees, agents and/or volunteers, for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. Consultant's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by the City, its directors, officials officers, employees, and agents or volunteers. Consultant shall not be obligated to defend, indemnify or hold the City harmless in any manner whatsoever for any claims or liability arising solely out of the City's own negligent acts, errors or omissions or willful misconduct.
3.5.6.2 Design Professionals. The provisions of this subdivision
3.5.6.2 shall apply only in the event that Consultant is a "design professional" within the meaning of California Civil Code section 2782.8(c). If Consultant is a "design professional" within the meaning of Section 2782.8(c), then, notwithstanding subdivision 3.5.6.1 above, to the fullest extent permitted by law (including, without limitation, Civil Code sections 2782 and 2782.6), Consultant shall defend (with legal counsel reasonably acceptable to City), indemnify and hold harmless City and City's officers, officials, employees, volunteers and agents from and against any Claim that arises out of, pertains to, or relates to, directly or indirectly, in whole or in part, the negligence, recklessness, or willful misconduct of Consultant, any subconsultant, subcontractor or any other person directly or indirectly employed by them, or any person that any of them control, arising out of Consultant's performance of any task or service for or on behalf of City under this Agreement. The Consultant's duty to indemnify shall extend to any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury, in law or equity that Consultant and/or its personnel are employees of the City, have been misclassified as an independent contractors, or failed to pay any or all necessary state or federal withholdings and/or taxes. Such obligations to defend, hold harmless and indemnify City or any City officers, officials, employees or volunteers shall not apply to the extent that such Claims are caused in part by the sole active negligence or willful misconduct of City or such City officers, officials, employees, volunteers and agents. Consultant's cost to defend City and/or City's officers, officials, employees or'volunteers against any such Claim shall not exceed Consultant's proportionate percentage of fault with respect to that Claim; however, pursuant to Civil Code section 2782.8(a), in the event that one or more defendants is unable to pay its share of defense costs due to bankruptcy or dissolution of the business, Consultant shall meet and confer with City (and, if applicable, other parties) regarding any unpaid defense costs. To the extent Consultant has a duty to indemnify City or any City officers, officials, employees, volunteers and/or agents under this subdivision 3.5.6.2, Consultant shall be responsible for all incidental and consequential damages resulting directly or indirectly, in whole or in part, from Consultant's negligence, recklessness or willful misconduct.
3.5.7 Entire Agreement. This Agreement contains the entire Agreement of the parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or agreements.
12 Attachment A
3.5.8 Governing Law. This Agreement shall be governed by the laws of the State of California. Venue shall be the courts in Los Angeles County.
3.5.9 Time of Essence. Time is of the essence for each and every provision of this Agreement.
3.5.10 City's Right to Employ Other Consultants. City reserves right to employ other consultants in connection with this Project.
3.5.11 Successors and Assigns. This Agreement shall be binding on the successors and assigns of the parties.
3.5.12 Assignment or Transfer. Neither party shall assign, hypothecate, or transfer, either directly or by operation of law, this Agreement or any interest herein without the prior written consent of the other party. Any attempt to do so shall be null and void, and any assignees, hypothecates or transferees shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer.
3.5.13 Construction; References; Captions. Since the Parties or their agents have participated fully in the preparation of this Agreement, the language of this Agreement shall be construed simply, according to its fair meaning, and not strictly for or against any Party. Any term referencing time, days or period for performance shall be deemed calendar days and not work days. All references to Consultant include all personnel, employees, agents, and subcontractors of Consultant, except as otherwise specified in this Agreement.
All references to City include its elected officials, officers, employees, agents and volunteers except as otherwise specified in this Agreement. The captions of the various articles and paragraphs are for convenience and ease of reference only, and do not define, limit, augment, or describe the scope, content, or intent of this Agreement.
3.5.14 Amendment; Modification. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing and signed by both Parties.
3.5.15 Waiver. No waiver of any default shall constitute a waiver of any other default or breach, whether of the same or other covenant or condition. No waiver, benefit, privilege, or service voluntarily given or performed by a Party shall give the other Party any contractual rights by custom, estoppel, or otherwise.
3.5.16 No Third Party Beneficiaries. There are no intended third party beneficiaries of any right or obligation assumed by the Parties.
3.5.17 Invalidity Severability. If any portion of this Agreement is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect.
13 Attachment A
3.5.18 Prohibited Interests. Consultant maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Consultant, to solicit or secure this Agreement. Further, Consultant warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Consultant, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. For breach or violation of this warranty, City shall have the right to rescind this Agreement without liability. For the term of this Agreement, no member, officer or employee of City, during the term of his or her service with City, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom.
3.5.19 Equal Opportunity Employment. Consultant represents that it is an equal opportunity employer and it shall not discriminate against any subcontractor, employee or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex or age. Such non-discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination. Consultant shall also comply with all relevant provisions of any City Minority Business Enterprise program, Affirmative Action Plan or other related programs or guidelines currently in effect or hereinafter enacted.
3.5.20 Labor Certification. By its signature hereunder, Consultant certifies that it is aware of the provisions of Section 3700 of the California Labor Code which require every employer to be insured against liability for Worker's Compensation or to undertake self- insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Services.
3.5.21 Authority to Enter Agreement. Consultant has all requisite power and authority to conduct its business and to execute, deliver, and perform the Agreement. Each Party warrants that the individuals who have signed this Agreement have the legal power, right, and authority to make this Agreement and bind each respective Party.
3.5.22 Counterparts. This Agreement may be executed in counterparts, each of which shall constitute one and the same instrument.
3.5.23 Effect of Conflict.
In the event of any conflict, inconsistency, or incongruity between any provision of this Agreement, any of its exhibits, attachments, purchase order, or notice to proceed, the provisions of this Agreement will govern and control.
3.6 Subcontracting.
3.6.1 Prior Approval Required. Consultant shall not subcontract any portion of the work required by this Agreement, except as expressly stated herein, without prior written approval of City. Consultant shall require and verify that all subcontractors maintain insurance meeting all of the requirements set forth in this Agreement. Consultant shall ensure 14 Attachment A
that City is an additional insured as required in Section 3.2.10.4. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement. 15 Attachment A
CITY OF DOWNEY,
a California municipal corporation
and charter city
By:
Dorothy Pemberton
Mayor Pro Tem
Attest:
City Clerk
Approved as to Form:
City�htorney
0119A23859
IK CU11SULTING,
f ,M,�4UIZas a
By:
M611ss Kern
Its: Manag! artner
Attest
Secretary
Approved as to Form:
Legal Counsel
16 F-11 I M R IT, TIMM-11
EXHIBIT "A"
SCOPE OF SERVICES AND COMPENSATION
17 Attachment A
DATE
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Accela Civic Platform Services, andOn-going Support -- Community Accela Civic Platform
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Accel Civic Platform Services and On -.-(pin Piro: Department Accela Civic Platform Services 100 150,00 15,00uo
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to file Proposed pricing,
to
Attachment A
ePermitHub Subscription Software & Services Agreement
IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed by their undersigned authorized representatives and intend to be legal bound by these terms as of the Effective Date.
City of Downey, CA ! PERM fTROCKET SOFTWARE LLC
By:
\-7366SEE5ES274C&
Name, Dorothy Pemberton iName: Michael E Giqliello
11111 Brookshire Avenue, Downey, CA
90241
5 �By:
'Name:
Maria A. Duarte
Title:
City Clerk
iAPPROVED AS TO FORM.
By:
Name:
:John M. Funk
Title:
City Attorney
ATTACHMENTS
Attachment A - ePermitHub Support Terms
Attachment B - Statement of Work
Attachment C - Compensation
11767 S Dixie H". #295, Miami, FL 33156
ePermitHub Subscription Softmire & Services Agreement CONFIDENTIAL Page 1 of 9 v.07.27.22
FUMMMUZZ-1WIZ
TERMS & CONDITIONS
1. Services.
1.1. Subscription Services. Subject to the terms and conditions of this Agreement, Company will make its software -as -service technologies, together with related Software and documentation (collectively "Subscription Services") available to Customer and will provide technical support ("Support') for the Subscription Services as set out in Schedule 1 (Support Terms). "Software" means Company's proprietary software that may be cloud -hosted by Company or used by Customer "on premise". "Services", means the Subscription Services together with Support and any Professional Services (as defined below).
1.2. Hosting. The Subscription Services (including Software, as applicable) will be hosted by Company at a physically secure, commercial third -party hosting facility. Company will be responsible for maintaining standards at such facility and for implementing suitable network security measures to minimize the likelihood of unanticipated interruptions to the Subscription Services. With respect to any Software that is provided to Customer for use "on premise": (a) Company hereby grants Customer a non-exclusive, non- transferable, non-sublicensable, royalty -free license to use such Software during the Term only in connection with Customer's use of the Subscription Services; (b) Customer may download the Software onto its systems or devices; and (c) Customer will be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Software and Subscription Services, including modems, hardware, servers, software, operating systems, networking, and web servers.
1.3. Professional Services. Company may provide certain implementation and deployment, consulting, and/or other professional services ("Professional Services") in connection with the Subscription Services. Professional Services may be detailed in one or more statements issued to Customer (each a "Statement of Work') and/or governed by other terms and conditions agreed by Company in writing that reference this Agreement. Unless otherwise specified, Professional Services will be performed within Company's standard business hours of Monday -Friday, 8AM to 8PM Easter Time ("Business Hours").
2. Limitations; Customer Obligations.
2A. User Accounts. Customer will designate at least one individual user to act as an "administrator" for Customer's account.
The administrator will be responsible for creating unique usernames and passwords for Customer's end users ("Users"). Subject to Customer's compliance with this Agreement, Customer may designate an unlimited number of Users. Customer will be responsible for maintaining the security of User accounts (including usernames, passwords and administrator details) and any other content, systems, technologies or equipment that Customer uses in connection with the Services. Customer releases Company from any liability relating to Customer's obligations under this Section, including any unauthorized access to or use of the Subscription Services or any access to or use of Customer's content, systems, technologies or equipment resulting therefrom.
2.2. Prohibited Use. Customer will not and will ensure that its User do not, directly or indirectly, (i) modify, rent, sublease, sublicense, assign, use as a service bureau, copy, lend, adapt, translate, sell, distribute, create derive works from, decompile, disassemble, reverse engineer or otherwise attempt to discover the source code, object code or underlying structure, ideas, know- how, processes or algorithms relevant to the Software or Services or remove any proprietary notices or labels affixed on or delivered with the Software or Services. Although Company has no obligation to monitor Customer's use of the Software or Services, Company may do so and may prohibit any use of the Software or Services it believes are or may be in violation of this Agreement, with notice to Company that includes a description of the actual or suspected violation.
2.3. Customer Commitments. Customer represents and warrants that Customer and its Users will use the Software and Services, including any Customer Data associated with such use, only as permitted by this Agreement and in compliance with all applicable laws and regulations. If Customer becomes aware of any threats to the confidentiality or security of the Software or Services that is or is likely to be caused by Customer, its Users or the systems, technologies or software used by them, Customer will promptly notify Company. As used herein, "Customer Data" means all non-public data, information, materials and content provided by Customer to Company or used by Customer in connection with the Services, excluding Usage Data (as defined below).
2.4. Reserved Rights. As between the parties, (a) Customer owns and retains all right, title and interest in and to the Customer Data; and (b) Company owns and retains all right, title and interest in and to (i) the Software and Services, and all improvements, enhancements or modifications thereto, (ii) any software, applications, inventions or other technology developed in connection with Professional Services or Support, and (iii) all intellectual property rights related to any of the foregoing. No rights or licenses are granted by either Party except as expressly set forth in this Agreement.
3. Confidentiality.
3.1. General. The parties agree to hold each other's Confidential Information in strict confidence, not to use it in any way, commercially or otherwise, other than for the legitimate purposes of this Agreement, and not to disclose it to others. For purposes of this Agreement, "Confidential Information" means and will include any information, materials or knowledge that is disclosed by ePermitHub Subscription Software & Services Agreement CONFIDENTIAL Page 2 of 9 v.07.27.22
111UNMR"IM-MIZ
one party or its Affiliates ("Discloser") to the other party or its Affiliates ("Recipient') during the relationship contemplated by this Agreement and concerns Discloser and its business, including business plans, roadmaps, financial condition, products, programming techniques, suppliers, technology or research and development. Recipient agrees to take all actions reasonably necessary to protect the confidentiality of all Confidential Information, including implementing and enforcing procedures to minimize the possibility of unauthorized use or disclosure of Confidential Information and not using or disclosing the Confidential Information to any third party (except as necessary to perform the Services or where required by law or court order). All Confidential Information, if any, is provided "AS IS" and without any warranty, express, implied or otherwise, regarding its accuracy or performance.
3.2. Exceptions. Confidential Information will not include any information that: (a) is or becomes publicly known through no fault of Recipient; (b) was rightfully in Recipient's possession at the time of disclosure, without restriction as to use or disclosure; (c) has been rightfully received by Recipient from a third party without restriction as to use or disclosure; or (d) was developed by employees or agents of Recipient independently of and without access or reference to any information communicated to Recipient by Discloser.
The Disclosing Party agrees that these obligations of confidentiality will cease to apply to any information after five (5) years following the Disclosing Party's first disclosure thereof (excluding in respect of any trade secrets of Company, which will remain Company's Confidential Information in perpetuity).
3.3. Usage Data. Notwithstanding anything to the contrary in this Agreement or otherwise, Company may collect and analyze Usage Data and will be free, during and after the Term, to (i) use such information and data to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other Company offerings, and (ii) disclose Usage Data pertaining to Customer in aggregate or other de -identified forms in connection with Company's business. As used herein, "Usage Data" means data and other information, including derivatives thereof, relating to the provision, use and performance of the Services.
4. Fees; Payment.
4.1. Fees. Customer will pay Company the then -applicable Service fees (collectively, "Fees") as described in one or more Company order forms (each an "Order Form") and/or Statements of Work. Unless specified in an Order Form, Fees are due net thirty (30) days from invoice. Details regarding the assessment of Fees for the Subscription Services are set out in an Order Form signed by Company. Company reserves the right to change the Subscription Services Fees at the end of the then -current Subscription Period and/or to institute new charges upon thirty (30) days prior notice (email being sufficient) to Customer. Any Subscription Services price increase will be effective at the start of the Subscription Period immediately following Company's notice.
If Customer is exempt from any taxes, Customer will provide Company an appropriate certificate of exemption; otherwise, Customer is responsible for all taxes associated with use of the Services (other than U.S. taxes based on Company's net income).
4.2. Late Payments; Fee Disputes. Customer is responsible for keeping Company informed of its contact information and billing requirements, including purchase order references. If any Fees are not received from Customer by its due date, interest on such Fees will accrue at the rate of one and a half percent (1.5%) of Customer's outstanding balance or the maximum rate permitted by law, whichever is lower. If any amounts owed by Customer under this Agreement are thirty (30) or more days overdue, without limiting its other rights and remedies, Company may (i) accelerate Customer's unpaid Fee obligations so that they become immediately due and payable and/or (ii) suspend the Subscription Services and stop performance of the Professional Services until such amounts are paid in full. If Customer reasonably believes it has been billed incorrectly, Customer must submit a dispute to Company no later than sixty (60) days after the issuance date of the affected invoice. The parties will work promptly to resolve fee disputes in good faith, and Company will make adjustments or issue credits for any disputes resolved in Customer's favor.
5. Term and Termination.
5.1. Term. This Agreement is effective as of the Effective Date and will continue in effect until terminated in accordance with this Section (the "Term"). In respect of the Subscription Services, Customer's Order Form will indicate a period for which Customer is permitted to use the Subscription Services (a "Subscription Period'). Unless otherwise set out in the Order Form, at the end of Customer's first Subscription Period and each subsequent Subscription Period thereafter, Customer's commitment to purchase Subscription Services will automatically renew (each, a "Renewal'). A Renewal may be cancelled by one Party notifying the other Party of its intent to not renew no less than sixty (60) days prior to the Renewal. In respect of any Professional Services, Company will commence work on the date listed in the applicable Order Form or Statement of Work and continue performance for the period designated therein.
5.2. Termination. In addition to any other remedies it may have, (a) either Party may terminate this Agreement (i) with thirty (30) days' notice if the other Party materially breaches any of the terms or conditions of this Agreement and fails to cure the breach during the notice period; (ii) with thirty (30) days' notice if the other Party becomes insolvent or if Customer de -funded or (iii) by issuing a notice not to renew (as set out in above) where no other Order Forms or Statements of Work are then in effect; and (b) Company ePermitHub Subscription Software & Services Agreement CONFIDENTIAL Page 3 of 9 v.07.27.22
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may terminate this Agreement (i) immediately if Customer violates Section 2.2 (Prohibited Use), or (ii) with ten (10) days' notice if Customer fails to pay Fees when due and does not rectify non-payment in the notice period.
5.3. Effect of Termination; Survival. In the event of any termination of this Agreement under this Section, (i) Company's obligations to perform and Customer's rights to use the Services will immediately cease; and (ii) all outstanding Fees will become immediately due and payable. If Company hosts database portions of the Software, Company will make Customer Data available to Customer for electronic retrieval via a database export for a period of thirty (30) days following Agreement termination; thereafter Company may, but is not obligated to, delete stored Customer Data. Any termination of this Agreement prior to Company's completion of Professional Services may be subject to additional terms and conditions as set out in the applicable Order Form or Statement of Work if designated by Company. All sections of this Agreement which should, by their nature, remain applicable after termination will survive, including accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability.
6. Warranties &Disclaimers.
6.1. Company will perform Professional Services with the necessary skill, knowledge and experience using generally recognized practices and standards of performance for its industry. Company will use reasonable efforts to perform the Subscription Services and maintain its technologies and practices in a manner that minimizes errors and interruptions. Subscription Services may be unavailable for scheduled maintenance, unscheduled emergency maintenance or due to other reasons outside of Company's reasonable control. Company will use reasonable efforts to provide advance notice in writing (e-mail being sufficient) of any scheduled disruption of the Subscription Services.
6.2. NOTWITHSTANDING THE FOREGOING OR ANYTHING TO THE CONTRARY, COMPANY DOES NOT WARRANT THAT THE SOFTWARE OR SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES COMPANY MAKE ANY WARRANTY AS TO THE RESULTS THAT MAYBE OBTAINED FROM USE OF THE SOFTWARE OR SERVICES. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SOFTWARE AND SERVICES ARE PROVIDED "AS IS" AND COMPANY
DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSE AND NON -INFRINGEMENT.
7. Indemnification.
7.1. By Customer. Customer will defend, indemnify and hold Company and its officers, directors, employees and agents harmless from and against any liabilities, losses, damages and expenses, including court costs and reasonable attorneys' fees (collectively, "Losses'), arising out of or in connection with any third -party claim: (i) related to any injury, damage or loss resulting from Customer's (or any User's) access to or use of the Services; (ii) arising from Customer's (or any User's) use of the Services in violation of this Agreement or applicable law; or (iii) alleging that Customer Data infringes or misappropriates a party's intellectual property or rights therein.
7.2. By Company. Company will defend, indemnity and hold Customer and its officers, directors, employees and agents harmless from and against any Losses arising out of a third -party claim (i) that the Software or Services infringe any United States patent or any copyright or misappropriate of any trade secret or (ii) arising from Company's gross negligence or willful misconduct in performance of the Services. The foregoing obligations do not apply (i) with respect to portions or components of the Software or Services not supplied by Company, made in whole or in part in accordance with Customer direction or specifications, modified after delivery by Company, or combined with other processes or materials where the alleged infringement relates to such supply, use, modification or combination; (ii) where Customer continues allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement; or (iii) with respect to any use of the Software or Services in violation of this Agreement or applicable law.
7.3. Infringement Claims. If, due to a claim of infringement, the Software or Services are held by a court of competent jurisdiction to be or are reasonably believed by Company to be infringing, Company may, at its option and expense (a) replace or modify the Software or Services to be non -infringing provided that such modification or replacement contains substantially similar features and functionality, (b) obtain for Customer a license to continue using the Software or Services, or (c) if neither of the foregoing is commercially practicable, terminate this Agreement and provide Customer a refund for any prepaid, unused fees for the Services.
The foregoing is Customer's sole and exclusive remedy with respect to infringement claims.
7.4. Procedure. To be entitled to the benefit of a Party's ("Indemnito►') obligations under this Section, (i) the other Party ("Indemnitee") must advise the Indemnitor in writing of the existence of the claim promptly upon learning of its assertion; (ii) the Indemnitee must cooperate with the Indemnitor in all reasonable aspects connected with the defense of the claim; and (iii) the Indemnitor must have the sole right to control the defense and/or settlement of all such claims, including selection of counsel.
Notwithstanding the foregoing, if any settlement admits wrongdoing by Indemnitee, Indemnitee will have the right to pre -approve any ePermitHub Subscription Software & Services Agreement CONFIDENTIAL Page 4 of 9 v.07.27.22
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such settlement in writing, such approval not to be unreasonably withheld, Further, Indemnitee will have the right to participate in the defense of any claim with separate counsel of its own choice at its own expense.
8. Limitations of Liability. EXCEPT AS EXPRESSLY SET FORTH IN THE MAIN TERMS OF THIS AGREEMENT AND TO THE
FULL EXTENT PERMITTED BY LAW, COMPANY AND ITS SUPPLIERS, OFFICERS, AFFILIATES, REPRESENTATIVES,
CONTRACTORS AND EMPLOYEES DISCLAIM AND WILL HAVE NO LIABILITY WITH RESPECT TO THE SOFTWARE, SERVICES OR ANY OTHER SUBJECT MATTER OF THIS AGREEMENT UNDER ANY "CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY, AND WHETHER OR NOT COMPANY HAS BEEN ADVISED OF THEIR POSSIBILITY FOR:
(A) ANY ERROR, INTERRUPTION OF USE, LOSS, INACCURACY OR CORRUPTION OF DATA; (B) COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES OR BUSINESS- LOSS; (C) INDIRECT, EXEMPLARY, INCIDENTAL, "SPECIAL, CONSEQUENTIAL OR OTHER SIMILAR COSTS OR DAMAGES; (D) ANY MATTER BEYOND COMPANY'S REASONABLE CONTROL; OR (E) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS OF ALL OTHER CLAIMS, EXCEED THE FEES PAID TO COMPANY IN THE TWELVE (12) MONTHS PRIOR TO THE EVENT THAT GAVE RISE TO THE LIABILITY.
9. Additional Customer Terms. Any terms or conditions required by Customer under applicable statute, judicial order or agency policy must be stated in Schedule 2 (Customer Terms) prior to execution of this Agreement. Notwithstanding anything to the contrary herein; Customer Terms will govern over the body of this Agreement in the event of a direct conflict,
10. General
10.1. Entire Agreement. This, Agreement, including the Schedules hereto, any Order Forms or Statements of Work issued hereunder, and any Company terms referencing this Agreement, is the complete and exclusive statement of the mutual understanding of the parties. This Agreement supersedes and cancels all previous and contemporaneous written and oral agreements, communications and understandings relating to the subject matter hereof. Except as otherwise expressly agreed by the Parties, in the event of a direct conflict between the body of this Agreement and any terms referenced herein or in an Order Form, Statement of Work or Schedule hereto, the terms in the body of this Agreement will govern. Any waiver of rights or modifications or supplements to this Agreement must be in a writing signed by both Parties. All terms issued by Customer that are not expressly permitted by Company are disclaimed.
10.2. Notices. Each Party's address set forth in the signature blocks will be the place of receipt for notices issued in respect of this Agreement. Notice is effective when delivered personally, three (3) business days after sent by certified mail, on the business day after sent by a nationally recognized courier service, or on the business day after sent by email to [email protected] (where electronic confirmation is sent and received). A Party may change its notice address by giving notice in accordance with this section.
10.3. Execution; Validity; Construction. This Agreement is valid if signed by both parties, together or in counterpart, via facsimile transmission or electronic signature process, all of which taken together will constitute one agreement. If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. The term "including", as used herein, will be construed to mean "including, but not limited to".
10.4. Assignment This Agreement is not assignable, transferable or sublicensable by Customer except with Company's prior written consent. Company may assign this Agreement to an affiliate or a successor entity in the event of a merger, acquisition, or sale of all or substantially all its assets. Any such successor entity will agree in writing to be bound by the terms of this Agreement.
10.5. Relationship of Parties No Third Party Beneficiaries. No agency, partnership, joint venture, or employment is`created 'as a result of this Agreement and Customer does not have any authority of any kind to bind Company in any respect whatsoever. No third party beneficiaries; are intended and the parties expressly disclaim any third party beneficiaries.
10.6, Choice of Law. Except as otherwise prohibited by law or ordinance applicable to Customer, this agreement will be governed and interpreted in accordance with the laws of the State of California without regard to the conflicts of law provisions of any state or jurisdiction.
10.7. Feedback. If Customer provides any feedback, comments, suggestions; ideas, requests or recommendations for modifications or improvements to Company's ;products, services, websites, documentation or similar materials ("Feedback") Customer hereby assigns and agrees to assign all right, title and interest in any such Feedback to Company to be used for any purpose.
ePermitHub Subscription Software"& Services Agreement CONFIDENTIAL Page 5 of 9 v.07.27.22
Attachment B
ATTACHMENT A
ePermitHub Support Terms
These ePermitHub Support Terms (these "Support Terms") are incorporated into and form a critical component of the ePermitHub Subscription Software & Services Agreement or other agreement between the parties in respect of the software and services of PermitRocket Software LLC (the "Agreement'). All capitalized terms not defined herein have the meaning given in the Agreement.
In the event of a conflict between the terms of these Support Terms and the terms of the Agreement, the terms and conditions of these Support Terms apply. These Support Terms may be updated from time to time by Company in its sole discretion; provided that any such update will not materially reduce Customer's rights hereunder as established at the time the Agreement was executed.
If not otherwise defined in the Agreement, as used in these Support Terms: "Company" means PermitRocket Software LLC dba ePermitHub; "Customer" means the party using the Subscription Services;and "Subscription Services" means the pay -per -use software -as -a -service, which may be cloud -hosted by Company or provided by Company for on -premise use, as provided by Company under the Agreement.
1) Updates. Company will use commercially reasonable efforts during the Term of the Agreement to provide Customer with periodic updates to the Software and/or Subscription Services ("Updates"). Updates may address security fixes, critical patches; general maintenance functionality, and documentation and will be made available at Company's discretion. Company is under no obligation to develop any future functionality or enhancements for the Software or Services unless otherwise specified in the Agreement. If an Update is made available to Customer pursuant to these Support Terms, it will automatically replace the previous version of the Software or Subscription Services, as applicable. Company's support of the Subscription Services presumes that Customer has implemented Updates for the current or one of the prior two (2) major version releases; where Customer has not implemented prior Updates, Company's responsiveness and ability to resolve errors may be impacted. Where practical, Company will schedule Updates during non -business hours and will provide Customer with advance notice of all Updates. Where practical, Company will schedule Updates during non -business hours and will provide Customer with advance notice of all Updates. 2) Support Access. In support of the Subscription Services, during the Term of the Agreement Company will provide first -line Support below. These Support commitments are provided to Customer at no additional cost beyond its Subscription Services Fees. a) Telephone Support. Company's Customer Resource Center (CRC), alive technical support facility ("Telephone Support'), will be available to Customer during Company's regular support hours of 8:00am - 8:00pm (Eastern Time), Monday through Friday (excluding Company's observed holidays that include: New Year's Day, Martin Luther King, Jr. Day, Presidents' Day, Memorial Day, Independence Day; Labor Day, Veterans' Day, Thanksgiving Day, Day after Thanksgiving, Christmas Eve, Christmas Day, and New Year's Eve) ("Support Hours').
b) Email Support. One or more Company electronic mail addresses ("Email Support") to which Customer may submit routine or non -critical Support Requests to be addressed by Company during its Support Hours. c) Online Support Materials. Company will make available certain archived client -side software updates and other technical information in Company's online support database, which is continually available ("Online Support'). This Online Support may not be used to submit Support Requests.
Customer is limited to two (2) contacts ("Customer Support Contacts") at any one time who will be authorized to submit Support Requests (as defined below) to Company. Customer is responsible for providing Company with the names and contacts of these two Customer Support Contacts and keeping Company up-to-date in the case that Customer Support Contacts (either named individuals and/or their contact information) are changed
3) Support Request Process. Customer may log requests for Support (each, a "Support Request') through Company's Telephone Support or Email Support. For each Support Request, Customer will provide reasonable details regarding the issue it is experiencing (the "Issue") and Customer will use reasonable efforts to assign a level of priority ("Priority Level') for the Issue using the table below. During the Support Request process and at any time prior to Issue resolution, Company may determine an Issue warrants assignment to a higher Priority Level, that an Issue no longer warrants the Priority Level assigned, or than an Issue should be separated into parts or combined with other Issues. Company may upgrade or downgrade Priority Levels and/or revise the listed Issue to reflect current impact and known parameters.
ePermitHub Subscription Software & Services Agreement CONFIDENTIAL Page 6 of 9 v.07.27.22
111UNMR"IM-MIZ
Priority Level
Description
Target Response
Time"
Critical functions of Subscription Services are not available or seriously Level 1
affected for majority of Users and there is no reasonable workaround 1 Days
available (e.g. service is non -responsive, Customer's use is halted).
Subscription Services are affected, with Users being able to work in a Level 2
limited capacity, and there is no feasible workaround (e.g. Customer's 3 Days
day to day operations continue but are substantially impacted) Subscription Services are partially non-functional but a feasible 5 Days
Level 3
workaround exists (e.g. non -critical feature is unavailable).
Subscription Services are functional but there is a problem or other Level 4
issue that does not significantly impact use (e.g. incorrect label or Next Update
cosmetic defect)
*Target Response Times are Company's expected first response to a Support Request; they are non -binding estimates only. As used in the table above, "Day" means one full business day within the Support Hours. A Day begins in the first Support Hour in which Customer makes its Support Request via Telephone or Email Support, with any weekend or off -hours Support Requests being logged at the first Support Hour that follows Customer's submission to Company. 4) Support Limitations & Exclusions. The following "Support Exclusions" are not covered by these Support Terms and Company expressly disclaims responsibility for any support functions or services rendered or necessitated by:
a) any unauthorized access to or misuse of the Subscription Services; b) needs arising during times outside of Company's regular business hours stated above; c) external factors outside of Company's reasonable control, including any force majeure event or Internet access or related problems beyond the Subscription Service demarcation point; d) issues arising out of or caused by customizations done by a party other than Customer or outside of Company's best practice recommendations, configuration changes, scripting, or data loss caused by or through Customer or any User; e) issues arising out of or caused by Customer's, User's or any third-party's equipment, software or other technology (other than third -party equipment within Company's direct control); f) services requested by Customer to implement Updates provided by Company; g) efforts to resolve or work -around conditions which cannot be reproduced in Company's support environment; or h) any third party software add-ons supplied with the Subscription Services, except where specified in the Agreement. ePermitHub Subscription Software & Services Agreement CONFIDENTIAL Page 7 of 9 v.07.27.22
111UNMR"IM-MIZ
Attachment B
Statement of Work
ePermitHub Subscription Software &Services Agreement CONFIDENTIAL Page S of 9 v.07.27.22
111UNMR"IM-MIZ
6/05/2025
Attachment B
Statement of Work
3 Implementation Services Overview
3 Phase 1- Implementation Phase
3 Phase - Training, User Acceptance & Go -Live Phase
4 Project Assumptions
5 Project Estimate for Implementation Activities
7 Appendix A: ePermitHub Digital Plan Room Project Plan Details 9 Project Plan Overview
9 Phase 1: Implementation Phase
9 Phase 1- Deliverable 1: Project Kick -Off and Initiation 9 Phase 1- Deliverable 2: Digital Plan Room Installation 10 Phase 1- Deliverable 3: Digital Plan Room Configuration Analysis 11 Phase 1- Deliverable 4: Digital Plan Room Configuration 12 Phase 2: User Acceptance Testing, Training& Go -Live Phase 13 Phase 2 - Deliverable 1: User Acceptance Testing (UAT) 13 Phase 2 - Deliverable 2: Administrative and Technical Training 14 Phase 2 - Deliverable 3: End User Training
15 Phase 2 - Deliverable 4: Agency Customer Enablement
17 Phase 2 - Deliverable 5: Production Planning & Go -Live Migration 18 Phase 2 - Deliverable 6: Post -Go -Live and Transition to Company Support 19 Appendix B: Accela Record Types with Plan Reviews in Project Scope 20
Attachment B
'
wePerm!tHuVo'-SOW Proposal City of Downey, CA
- '
of
'
Phase 1 - implementation Phase
Phas�1^m�1vb|es:
1. Project kick-off andinitiation
,
'
• Establish a communication and project tracking plan.
• , .
' JL -Digital PlanProvisioning
' ,• Verify that all Accela Civic Platform prerequisites are in place. _ • Cloud
ud Provisioning ofthe
�Digital Plan Room components
for - Customer's NONPROD
environment
• Cloud Provisioning of the Digital Plan Room
m Discuss additional environments [insert remaining envirnnments].
3. Digital Plan Room Configuration Analysis
f h record 1 b enabled the |a room.
w Def\�etheconfiguration oreac reco ype � �en e n �p n . w Gather all document types needed for upload and mapping tnthe plan room. w Gather Digital Signature validation requirements.
• Gather review packa�echechUsLrequirements. _
' ' '
• Plan Accela workflow integration cvv''gu,*um/p°".`,`
'
• Design final approved documentation wvsmeswvu.c. -
• Determine Acce|auser group tpDigital
Plan Room role mappings.
• Determine Digital Plan Room disdp|inegtVv*orkOovvtaskconfigumtion. * Gather stamp and watermark requirements.
4. Digital Plan Room Configuration
m Configure AccebCivic Platform standard choices as defined during Configuration Analysis.
,w Configure Digital Plan Room business rules utilizingSDK • Implement customEK8SE scripting as determined during ConfigurationAnalysis. '
4-IL vo WWVVAN __
=r_=11111F."UD :, - rru('u5ua 7 it
• Develop stamps and watermarks as determined during Configuration Analysis. r1-
haseAcceptance * Go -Live Ph
ase
Phase 2 Deliverables:
1. User Acceptance Testing (UAT)
• Assist the customer in the UAT effort and system configuration validation. • Resolve issues resulting from Customer User Testing.
• Provide recommendations on testing strategy and best practices. • Agree on the UAT completion date and Go -Live date.
2. Administrative and technical training
• Digital Plan Room Administration training.
• Provide Administration Training Documentation.
3. Staff Training
• Digital Plan Room End User Training for Intake Staff and Plan Reviewers
4. Agency Customer Enablement
• Walkthrough of the external customer communication outreach toolkit. • Collaborate with Customer to develop a detailed communication plan to prepare and enable external customers.
• Co -present web -based Agency customer training sessions.
5. Go -Live Migration & Production Planning
• Produce Go -Live Project Migration Plan.
• Produce Production Deployment Plan.
6. Post -Go -Live Support
• Post -Go -Live support provided.
• Resolution of all Critical and Nigh defects, as defined above in "Phase 2—Deliverable 3:
UAT," discovered during the Post -Go -Live support period. • A transfer meeting regarding ongoing support of the Customer to the CompanySuccess program was conducted.
Attachment B
ePermitHub - SOW Proposal City of DoWney? CA
1 Company assumes the Customer will allocate the proper resources to implement the Digital Plan Room software.
umes Customer resources allocated to he will be t t Uscheduled - Company-`--- �n ��Urep�/�o�ny!equ�st�vv�h�an' upontimefnanx� pr��zaowmasaoo agreed
3. Company assumes all Professional Services costs and work have been identified in the SOW. Any additional cost or work required for this project will be identified and requested through a Change Request process.
4. Company assumes the Customer has identified a dedicated Accela Civic Platform user -account to be used as a service account for API communication between the ePermitHub and Accela
5. Company assumes the Customer will provide the appropriate staff to be trained on the software during the training periods outlined in the Project timeline.
6. Company assumes all the Customer's relevant Accela record types and workflows requiring plan review in scope for this project are already configured.
7. assumes it will provide recommendations to the Customer for plan review related recre�ord��dworkflow -` statuses^m"= appropriate-`~fnr |PbnKo6rn ' �- ' regarding
softwa required the ''- into
the 8. Company assurnesaK�andardchobesrequ\ t�integnate sonwarenzorn ' ' Accela configuration and re will be he m^
9. Company assumes th8[us�nnermiUcnUa ' 'with Company ondelivery ofscripts required for the [Digital Plan Room.
Dl Company assumes the Customer's Acce|a Configuration Environment and Production Environments are in sync
11. Company assumes Customer will verify that all Acceta Civic Platform prerequisites are in place.
12. Travel & Ex'nses: '
a. Actual amounts ofany reasonable and customary ' travel-relatedexpenses' incurred during the performance of services under this SOW will bebilled Lothe Customer |nkne ' with the Travel & Expense policy. '
k The Company will bill Customer for actual expenses incurred for travel and lodging/living, aswell asother approved nut' expenses (such asmileage, park|n#,toUchor�es�
c. The Company will work with the Customer to manage and controlks expensesand will not - the
� ^,
prior written ^,
'-'-' will be requested d. receipts _ _ ' available � Cvsuv'=/, '
'
e. Unless otherwise indicated, assumption is all implementation services will be conducted remotely, except UAT and Training.
f. The Company estimates no more than 4 onsite "Trip Units" required for the project. A Trip Unit is defined as one round trip for a single Company Professional Services resource (i.e., Consulting Engineer, Trainer, Project Manager, etc.) spending 2-3 business days at the Customer's site♦
g. The average cost for a Trip Unit is estimated at $2,500 each unit. A given trip might require more than one Trip Unit.
h. Should the Customer desire additional onsite trips, a Change Order is required prior to travel commencing to cover the cost of those additional trips. See EumatTerms� Deliver chedie below for additional detail.
13. Projects Put on Hold: It is understood that sometimes Customer priorities are revised requiring the Customer to place the ePermitHub Digital Plan Room implementation on hold. The Customer must send a formal written request to the Company to put the project on hold. A project can be on hold for up to 30 days without invoking the termination clause (see Services Agreement). After that time, The Company 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.
14. Training Execution parameters are as follows:
a. At the beginning of the project, the Customer selects and prepares the power -users who will be participating in the training and subsequently training end -users. Any switch in Customer internal resources may require the need for a project change request to account for missing time.
b. In the event of onsite training, Customer provides suitable onsite facilities and equipment, such as access to network -connected training computers and monitors, to accommodate various training classes.
c. In the event of onsite Training, classes are capped at fifteen (15) participants. d. In the event of offsite training, Customer ensures all remote class attendees have access to suitable equipment, such as access to internet-connected training computers and monitors, to accommodate various training classes.
e. Company provides training resources in digital format developed by the Company for Customer staff being trained.
f. Ensure that users are proficient in using PCs in a Windows environment as a prerequisite for the course.
g. Ensure that users are familiar with the use of standard Internet browsers as a prerequisite' for the course.
h. Customer is responsible for printing all training materials, if applicable, developed by the Company for Train the Trainer Training.
15. Schedule and delivery are contingent on availability and access to Customer staff resources.
Attachment B
ePermitHub SOW; Proposal City of Downey, CA
Projectiii
Total compensation for the above -defined Implementation Services for the record types listed in Appendix B is not expected to exceed the Project Total specified in the Project Total "Estimate table below all exclusive, and will be paid monthly according to a time and materials basis:
Pr2ject Kickoffand initiation®�
Digital Plan Room Cloud Provisioninv and Setup_��
! •ital PlanRoom Ana
Plan Room �Configu ration
AcceptanceDigital
User
e
A.
Staff Training
+�
Agency Customer •
Go -Live' e •+Execution
•o •Support
The estimated level of effort is based on (i) the record types included in Appendix B, (ii) the nature and scope of the Services and associated tasks and artifacts, (iii) the expected staffing levels required to perform the scope, (iv) the Project Schedule, (v) the Company and Customer's roles and responsibilities, and (vi)the other assumptions as outlined in this SOW.
The Company's total Service hours and provided estimate are exclusive of taxes and expenses. This estimate is based on the information available at the time of signing and the assumptions, dependencies and constraints, and roles and; responsibilities of the Parties, as stated in this SOW. The Company will not (i) exceed the total estimate amount without the prior approval of Customer and/or (ii) continue to provide Services, after the total estimate has been reached, without the prior authorization of Customer. Should there be changes to the scope, timeline, or resources that increase the hours or costs needed to complete the Project, a Change Order may be required prior to project continuation. Please see Change Order details in the Assumptions section.
Attachment B
ACCEPTED BY:
Downey, CA
ACCEPTED BY: PERMiTROCKET SOFTWARE
r
E
Attachment B
The following section describes the specific act��iesandta�ksthotvviUbe tnmeet the ' customer'sd ' of the implementation
above, the Company will provide the below -detailed implementation services. For each deliverable, a description and criteria for acceptance are ' ed..
Success Criteria
' -
'The definition of project success is critical to defining' the start of a project. Success is defined for each phase ofthe project mthe team �nme��o�o�m� � t��mrdth�0�d�o8|a�' follows:
' -'
'
' w Phase 1:Analysis and configuration iscdmoleteand ready to start acceptance testing m Phase 2LAcceptance
� testing and user training
'completed, go -live completed, post -go -live
support completed
This phase aims to create a test Digital Plan Room deployment on the Accela Civic Platform that the Customer staff can use as a estbed for acceptance andfeedback. this phase, the i features of the Digital Plan Room deployment will be implemented into the Customer's Accela test environment.
Each Deliverable in this .phase defines a set of tasks to complete the implementation..
Phase 1~
Project initiation consists of planning activities, project management, tracking template creation, establishing aproject issue tracking and communication methodology, and conducting the kickoff meeting.
Aspart ofthe initiation, the following tasks will beconducted:
'
Establish
. .m .
repository.
• who '|' '' a''
�-_—"� �� '���- responsible . `
d document
procedures
' '
'
Attachment B
The Project Kickoff Meeting includes a formal team presentation toreview project objectives, methodology, timeline, 'imeU'� roles and responsibilities, risks, and other key project elements ' with project
stakeholders. '
Company Responsibilities:
• Provide timely and appropriate responses to Customer's reasonable requests for information. '
- C""""=planning
' ".".
/ ~ ' ' -
~ w^ '
from appropriate Customer Resources' ' '
Customer Responsibilities:
• Identifying and setting expectations with key resources and subject matter experts for ongoing ' dproject.
'
w Providing timely and appropriate mspnnsest0theCompany'srequestsfnrpnojec planning input and meeting logistics requests.
• Including Executive Project Sponsor inthe Project Kickoff Meeting. • Create anAcce|auser for Digital Plan Room Communication with Acce|osoftware.
During the cloud 'provisioning step the Company team will review the Digital Plan Room cloud provisioning requirements with the Cus1ome��'technoa|tearn, including '— Once `the prerequisites �' - dt�beinp|aceintheCust�mr's5OP�envirUn�e-
the Digitalp1an Room
~— 'software components will
^~ provisioned
~^ bythe Company andverified towork '
properly.
Company Responsibilities:
m Providing timely and appropriate responses boCustomer's requests for information. • Consulting and answer questions ~
related to
the requirements for the Digital Plan Room.
' —'wU sandbox
�'��m�P�n_y�
.' up ��md environments
'
Paga|1O
� /#t8ChrO8Dt B
- � _-
ePerm!tHub — SOW Proposal City of Downey, CA
Customer Responsibilities:
w Providing timely and appropriate responses toCompany's requests for information • Providing Company with Admin contact information to setup Customer's Admin account Phase 1- 3: Digital Plan Room Configuration Analysis
'
Configuration Analysis comprises the activities required to define the appropriate configurationufthe Digital Plan Room and its integration points with
'
Customer's
Customer,and approval and provide
appropriate
*uezenn • '
Determine_all '_-_---_.-"---
'-
• Determine document
^ '
m. Determine Digital 3ig
•
- Determine ~~^^~ workflow ." '-
' '
• Determine '
- 'the final approved
nts creation business ic
• Determine Accela to Digital Plan Room user role mappings •^Determine Digital Plan Room discipline ^'
• Determine required Approval Stamps
The project dashboard will document and keep track ofall the Configuration Analysis tasks and w Providing timely and appropriate responses to Customer's request for information • Interviewing —staff bounderstand existing �business processes w Conducting to -be analysis sessions to capture the required business processes to be automated within the system
w Conducting meetings via email, web conference, and phone to gather and validate analysis input Customer Responsibilities:
• Providing timely and appropriate
w Making available
required information,' rtkjpabeinfhe configuration analysis, 'and verify - -eeccuracymfthe
documented xvoikOovvs input/outputand datae�m�e
' '
'
Poge111
Attachment B
Phase I- Deliverable 4:Digital Plan Room Configuration
The Companywill configure theDigita|P|anRoomandnnake any modificationtothe AccelaCivic Platform configuration by the requirements and determinations made and agreed upon in Deliverable 3.
The following U
w4
• Configure
the
'Accela Civic Platform standard choices for theDigital Plan Room as defined in p/
v^ Configure new Accela document types and associated business rules• _ '
cu
''
Configure
_,.• Digital Plan Room —.____
ry and required scripts
• n/ '
_ '* Design, create and configure Approval Stamps asdetermined durn& ^ ' _ '
'
'
tion
Documentationrn{the software configuration specifictmthe Customer will beprovided tmthe Customer's administrative and technical team for reference, • Providing timely and appropriate responses toCustomer's request for information • Configuring the solution components as defined in the To -Be Analysis sessions Customer Responsibilities
'
'
'
• Providing ' - andappropriate responses to requests- for information ' • Making available the appropriate Customer key users and content experts toparticipate in creating the system to learn about the system (knowledge transfer) • Working with Company toverify that the system meets the requirements captured inthe To -Be Analysis sessions
Pogo|12
U1
��'
Attachment B
ePermitlHub — SOW Proposal City of Downey, CA
Phase 2.- User Acceptance Testing, Training & GO -Live Phase lnthis phase, the test deployment will grow into a fully functioning electronic plan review deployment guided by Customer staff feedback and input.The Customer's participants are given full access tothe deployment created inthe previous 'phase and will conduct "test"electronic plan review workflows using sample data and plans. |nthis phase, the team will simulate asmany real -life conditions and project types aspossible tolearn and understand the capabilities of the workflow asdesigned. issues
are �recorded byCustomer stafftoasoes»and.correm1as agreed to byboth parties. Training sessions are also conducted for administrators andend-users, and any additional training ' documentation is provided inthis phase.
Phase- ' 'Testing�'
' During
' readiness zoocmigrated
provided to the Customer. In collaboration with the Customer, the test plan will be refined to reflect the uration and business use cases.
'
After' .
' '
significant amount of time in this effort, The Company will aid the Customer through UAT support and and rectify discovered during the process asthe Customer ' '
Once
--the entire team has reached ecVnsensusand 1sconfident imthe solution, the whole configuration will be ready to start final preparations for migration to production and go live. At this point, a precise Go -live date will be determined.
WAT will take Vpto eight[8] weeks, with two [2] to three [3] weeks estimated for UAT script development bythe Company, two [2]tothree [3]weeks
-oftesting bythe Customer,and two [2]weeks
ofCritical and High issue resolution bythe Company. Achange order isrequired tnadd more support if the Company's UAJsupport exceeds two[2]weeks.
For issues deemed product Critical orHigh defects asupport ticket isopened with the Company ' engineering team using^the Company's Service Desk process for review and resolution. A| l and High defects shall beresolved before the completion ufUAT. Thefollowing describes the definition of Critical and High defects: '
• Critical — Major test case(s) are blocked from successful execution without an available workaround. During dry runs and formal test executions, atest critical defect must have an acceptable workaround orfix assoon aopossible.
m H|�h—Si'ni�oantd��ra��boninpr|maryoperet\ona|functionsorpe�ormance/sta6||ity.No workaround is available. - During and formal test l defect categorized as ' ' '
n
' ' of
has '
• xoeopartial '"=" "'°o"'operational functions.~~.^ '. ~ ' - 'marginal impact on major operational
Is
-Page 113� '
'
Attachment
Company Responsibilities:
• Developing the User Acceptance test scripts
• Providing recommendations on testing strategy and best practices • Supporting the Customer in up to two [2] weeks of UAT effort and the validation of the system configuration and its readiness for migration to production for active use • Resolving all Critical and High defects discovered because of UAT activities Customer; Responsibilities:
• Providing timely and appropriate responses to the Company's request for information • Making available the appropriate Customer key users and content experts to participate in UAT as defined and managed by Customer
• Utilizing the use cases documented in each Configuration Document Deliverable as the basis for the acceptance of this Deliverable
• Conducting up to three [3] weeks of UAT following the development of test scripts by Company Phase 2 - Deliverable 2: Administrative and Technical Training The Company will train Customer staff focusing on the administrative and technical setup and the Digital Plan Room administration and configuration. The goal is to educate Customer staff in all aspects of the Digital Plan Room solution and ensure the staff is self-sufficient before Go -Live.
The Company will provide remote training sessions that span 4 hours. Customer staff is responsible for selecting qualified users for the training, who are critical to project success. The following topics will be covered as part of the training session:
• Accela workflow integration
• Plans and Documents upload
• Digital Plan Room roles and mapping to Accela roles
• Digital Plan Room Standard Choices
• Digital Signatures validation
• Approval Stamps creation and deployment
The Company will provide Customer staff with appropriate documentation for the topics covered in the training session
Company Responsibilities:
F-TIMMITIM,
Customer Responsibilities:
• Select and prepare the power -users who participate inthe training and subsequently training end -users
'
• Arrange the time and qualified peoplefor the training who are critical tnthe project success • Provide suitable Customer facilities
• Ensure that users are proficient in using PC's in a Windows environment as a 'prerequisite for
the
course
• �E
' ' '
' the course
• Ensure that the users install prerequisite software prior totraining Phase 2 - Deliverable 3: End User Training
The Company will complete the necessary training to run electronic plan review operations across '
'applicable departments. The required training sessions will be created and conducted.
The Company will provide the following onsite or remote training sessionstothe Customer End Users (Users with non -administrative roles) within the same week:
w Two [2] two-hour sessions for Intake Specialists/Permit Technicians with the same curriculum for each session
w Two [2] four-hour sessions for Plan Reviewers/Managers with the same curriculum for each session
bbrecommended that each training session be recorded for reference.
The course curriculum is as follows:
Intake | TechnicianCurriculum
' '
Description
ePermitHub Digital Plan Room Plan submittal from the customer perspective embedded into Accela Citizen o Understanding the process, a customer will Access follow to submit an application and submit
plans and supporting documents
o Review the types of file validation & digital
signature validation occurring during
Page115
��
Attachment B
ePermitHUb — SOW Proposal City of Downey, CA
submittal and how to interpret any errors
o Walkthrough file processing and reviewing
the automated sheet numbering. I
• Resubmittal process from the customer perspective
a Reviewing & answering issues from a rejected
plan set
o Completing the resubmittal of plan
addressing the answered issues.
ePermitHub Digital Plan Room • Plan submittal from a staff perspective when done in - embedded into Accela Civic house
Platform Back Office • High-level review of Plan Reviewer activities o Learn at a high-level the steps a plan reviewer
will perform and how they affect what the
customer will see in Accela Citizen Access
Plan Reviewers/Managers Curriculum
Description
ePermitHub Digital Plan Room • Accela workflow and the digital plan room embedded into Accela Civic o Learn how the digital platform interacts with Platform Back Office the Accela workflow
• Completing a plan review
o Navigating the digital plan room
o Overview of the viewer and available tools
o Creating issues & markup
o Reviewing issues and filtering tools
o Sheet versioning
o Comparison tools
o Stamping
• Rejecting plans & requesting revisions
• Resubmittals & approving plans
• Create print set
• Overview of Intake Staff usage of the digital plan
room
Attachment B
ePermitHub — SOW Proposal City of DOWney, CA
o Plan submittal from a staff perspective when
done in-house
ePermitHub Digital Plan Room
• Overview of customer usage of digital plan room
embedded into Accela Citizen
o Plan submittals and file validation &
Access
processing
o Reviewing and answering issues contextually
from the plan markup
Company Responsibilities:
• Coordinating with the Customer to define training schedule and logistics • Providing End User Training as described above
Customer Responsibilities:
• Selecting and preparing the power users who will be participating in the training and subsequently training end -users
• Arranging the time and qualified people for the training who are critical to the project's success • Providing suitable Customer onsite facilities to accommodate various training classes • Providing printed training resources developed by Company for Customer staff • Ensuring that users are proficient in using PCs in a Windows environment as a prerequisite for the course
• Ensuring thatusersare familiar with the use of standard Internet browsers as a prerequisite for the course
Phase 2 - Deliverable 4: Agency Customer Enablement
During Agency Customer Enabiement, the Company co -presents external customer web -based training sessions, provides contextually relevant public -facing web -based training videos, and collaborates with the Customer to develop a communication plan focused on external customer readiness and enablement.
Company Responsibilities:
• Provide two [2] web -based Agency Customer training sessions of one [1.5] hours each covering the following topics:
o ;Plan Submittal
o File Validation Overview
o Response to Agency Correction comments
o Plan Re -submittal
Page117
Attachment B
ePermitHub SOW Proposal City of Downey, 'CA
• Provide the following five (5) public -facing videos:
o Uploading Plans & Supporting Documents
o Finalizing &Submitting Review Packages
o Accessing Review Issues & Conditions
o Submitting Revised Plans
o Downloading Approved Plans
• Collaborate to develop a communication plan focused on external customer readiness and enablement.
Customer Responsibilities.
• Collaborating on the creation of the communication plan • Implementing the identified items within the communication plan • Coordinating the external customer webinar scheduling, registration, and launching of the training
Phase Deliverable 5': Production Planning & Go -Live Migration The Company and Customer will collaborate on developing both documents during the go -live migration and production planning. The Production Plan details the Preinstallation, Accela back -office installation, and Accela Citizen Access installation activities for the Digital Plan Room. The Go -Live Migration Plan details how the Customer's existing plan review process/solution will be migrated to the Digital Plan Room solution, including how to handle inflight plan review projects.
Company Responsibilities:
• Creating an initial draft of the Go -Live Migration Plan document • Finalizing Go -Live Migration Plan document with Customer • Creating an initial draft of the Production Plan document • Finalizing Production Plan document with Customer
• Onsite support during Go -Live
Customer Responsibilities:
• Providing feedback on the initial draft of the Go -Live Migration Plan document • Providing feedback on the initial draft of the Production Plan document • Providing technical and functional user support for pre and post -Go -Live planning, execution, and monitoring
• Providing timely and appropriate responses to Accela's request for information
Phase 2 - Deliverable 6: Post -Go -Live and Transition to Company Support Upon Go -Live, the Customer takes ownership of the solution in production and performs the Tier 1 and Tier - support _functions _covering ---_m___-----_-_-_'--__—_— -'-__- Deliverable_-..
UAT.This deliverable ofthe Post to
000 '
' .' ' '
immediately
Additionally,
"^ -
Team, and the Company Customer Suppo�zotr transition fu ture Customer to �
'
the Company Customer Support program.'
In terms oTspecific ouzpuctkeToxow/ngm/U|beexecuted for this deliverable:
• 6-weeks of
ort
•
'
• -
'Resolution- ~ `of alland_ "Phase ' a — _
• The transition ofsupport from tthe Professional Services team to' — Customer Technical Supportfor!' ongoing support
Company Responsibilities:
• Daily 3U-ninutestanding calls for first two [2]vveeks folkowing.Bo'Live w Two 30-minute standing calls per week for the second two [2] weeks following Go -Live • One 3O-minutestanding call -per week for the third two weeks {2]fo||owingGn~Live w Transfer ongoing support ufthe Customer tothe Company Support program Customer Responsibilities:
• Provide technical and functional user support for post -production support and monitoring. w Develop and maintain aPost Production Issues List
• Provide timeIV and appropriate responses to the Company's request for information • Following the post -Go -Live support period, the Customer will submit Production technical support issues through the Company Service Desk process for review and 'resolution ^ Page 119
==
Attachment
Public Works:
• Encroachment
• Construction and Demo
Fire:
• Fire Sprinklers System
• Fire Alarm System
• Fixed Extinguishing System
• Tank install
Attachment B
ATTACHMENT C
Compensation
ePermitHub Subscription Software & Services Agreement CONFIDENTIAL Page 9 of 9 v.07.27.22
This Order Form is governed by and incorporated herein by reference to that certain ePermitHub Subscription Software & Services Agreement executed on April 2nd , 2025, or other equivalent terms that may be separately agreed, (the "Agreement") by and between PermitRocket Software LLC (dba ePermitHub) ("Company") and the customer named below ("Customer").
Customer:
City of Downey, CA
36 months, (3) one-year period renewal
Service Start
Service Term:
options.
Date 04/02/2026
Fixed Price Subscription
Professional Services Fee:
$45,000.00 (225 hours at $200.00, see Attachment B, SOW) Travel Fee:
$5,000.00 (estimated 2 trip units at $2,500 each, Company will bill Customer for Payment
Net 30
Payment Method:
check Billing check
Terms:
Billing Information:
Delivery Information:
City of Downey, CA
City of Downey, CA
11111 Brookshire Avenue
11111 Brookshire Avenue
Downey, CA 90241
Downey, CA 90241
Address:
Address:
Contact:
Accounts Payable Contact:
Director of Community Development
Phone:
Phone
Additional Order Form Terms:
1. The Subscription Gemkm Fee represents the price of the Subscription Services dudngthe Gem/maTerm inaccordance vvdhSe�ion4oftheAgreement neenehfexeoubad
O4/O2/2O2S,The Subscription /Service Fee listed herein does not carry over toany subsequent periods beyond the Subscription Service Term.
2. Payment oblitihereunder | b| d any sums, whenpaid, shall be non- refundable, except as provided in the Agreement.
3. All other'
additional
4. ShouldChange
' ~ ' . ' ' '~-'—'
Orderwill be required priorto travel commencing
additional �s�dd�on�--' '-' ' '
Attachment B
City of Downey, CAm
P'ERMITRQCI{ET SOFt WARE LLGm
1t3y.-
Signed by-
i anle
i
Dorothy Pemberton
Name TassaEEseez ace...
J Michael E Gigliello
Tide:
Title:
_. Manor Pro Tem
controller
Date
_.__.
1Jun-09-2025
_..__.
I
7 !Date:
k j t
{
� f
t