Accella Automation 9509 License Agreement — Santa Monica City Council, January 25, 2022

Professional Services/Contract Coversheet
Santa Monien

ALL CONTRACTS MUST BE SIGNED BY (IN
REVIEWED BY: NAME INITIAL DATE
THIS ORDER):
1) City Attorney signed Dept. Director/Division Manager AL Dave AD 2143/R 2) Contractor/Consultant signed Risk Management (construction contracts) 3) City Manager I signed Finance (If not approved by Council) 4) City Clerk • signed Assistant to the City Manager 2/13/12 Submit up to 3 originals: 1) contractor/consultant; 2) originating department; and 3) City Clerk Before delivery to the City Manager's Office, confirm that all of the copies are signed by the vendor and City Attorney, "Sign Here" tabs are placed on City Manager signature lines, and the City Manager's name is spelled correctly.

Date: 02/13/2012 From: Andy Pong Dept: ISD Ext: 5016
(Staff member to contact if there are any questions)
Company Name: Accela, Inc.

Purpose of The purpose of contract is to implement a web-based land management system that will contract/scope replace Permits Plus, City's current permitting systems. The new system will provide the of services and
dollar amount: City with the current functionality provided by Permits Plus while adding additional features such as mobile inspections, enhanced workflow, mobile applets, and a seamless If more space is
needed, attach integration with the City's Geographic Information System (GIS). separate page.

Competitive Yes Explain the process used to select provider: L No This is a sole source. How is this justified? process
followed? On August 11, 2011, the City issued a Request for Proposals (RFP) for the implementation of a web-based land management system. The RFP was posted on Planet Bids, the City's online bidding system, for three weeks. Five responses were recelved. A selection committee comprised of staff from Building and Safety, the Fire Department and Information Systems evaluated proposals. After careful review, the If more space is selection committee determined that Accela was the best bidder. The committee based its decision on the relative cost of the system, needed, attach Accela's ability to provide seamless integration with existing systems such as the City's electronic plan check system (ProjectDox), the separate page. City's document management system (Laserfiche), the City's interactive voice and web response systems (Selectron) as well as the company's stability, technical expertise and ability to meet all the requirements of the web-based land management RFP.

Total professional services agreement (including •No Z Yes If yes, date authorized by Council: 11/22/2011 amendments) over $70,000 or total contractual Amount authorized by Council:
services (including amendments) over $100,000? Attach Staff Report or provide Council mtg. date. Contract amount cannot exceed authorization.

REQUIREMENTS
Account number: Are insurance requirements met? Yes
C018012.589000 If no, an email from Risk Management approving variance or waivers from • No
If contractors/consultants are doing business with the standard requirements must be attached to this checklist and reflected in the contract.

City, a business license is required. Did you attach all completed certificates of insurance Business License Number: • Yes
130547 per attachment C?
Please attach certificates.

If services are $54,200 or more, has service 2 Yes Did you attach the Waiver of Subrogation for Workers M Yes provider completed Living Wage Certification _ No Compensation? Form? Did you attach the Additional Insured Endorsement? Yes Please attach signed form.

If services are $25,000 or more, has service Reminder: Departments need to insure that the insurance policies referenced are in.

Z Yes force for the period reflected by the payment if the contract will be over a period of provider completed Oaks Initiative Disclosure • No time. Departments are responsible for getting updated insurance certificates if policies Form? expire while work is being done.

Please attach signed form.

Is contractor's W9 form on file? Z Yes FINANCE WILL NOT PAY CONTRACTOR Finance will not pay contract without W9 Form. • No WITHOUT CERTIFICATES Please ate signed ed in AriZ007? El 831 • Yes Is the term 5 years or less? MYes Please attach signed form. 21700
Staff member to contact once agreement is signed: Andy Pong Ext: 5016

NOW INSAN
Please attach to all contracts
ricense

Agreement No. 9509 (CCS)

SOFTWARE LICENSE AGREEMENT
This Software License Agreement ("Agreement" entered into on (4Ith day of Jel 2012 ("Execution Date"), by and between ACCELA, INC., a California corporation ("Vendor"), and City of Santa Monica, a California municipal corporation ("City") is made with reference to the following:

RECITALS:

A. City is a municipal corporation duly organized and validly existing under the laws of the State of California with the power to carry on its business as it is now being conducted under the statutes of the State of California and the Charter of the City.

B. City seeks to purchase a web based land management system for use by the City of Santa Monica's Planning and Community Development Department, Public Works Department, and Fire Department pursuant to the City's Request for Proposal ("RFP"), which is attached hereto as Exhibit 1 and incorporated herein by reference.

C. Vendor is a California corporation that markets and supports certain software applications licensed hereunder. In response to the City's RFP, Vendor submitted its Proposal (Proposal"), which is attached hereto as Exhibit 2 and incorporated herein by reference.

D. City and Vendor desire to enter into this Agreement upon the terms and conditions set forth below.

NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows:

SECTION 1. DEFINITIONS
The following definitions shall apply to the terms as they appear in this Agreement:

A. "Vendor" means and refers to Accela, Inc.

B. "Licensed Company" or "City" means and refers to the City of Santa Monica. "Software Product" or "Licensed Product" means and refers to the computer software and associated media and printed materials, and may include "online" or electronic documentation as listed in the Proposal attached hereto as Exhibit 2 and incorporated herein by reference.

D. "Server Software" means and refers to the Software Product to be used on a shared computer referred to as the "Server".

E. "Client Software" means and refers to the Software Product to be used on individual user workstations.
"Software Maintenance and Support Agreement" or "Maintenance Agreement" shall mean that certain agreement for technical software support services relating to the Software Product entered into concurrently with this License Agreement between Vendor and City.

SECTION 2. LICENSE GRANT
In consideration of the City's promises contained in this Agreement, Vendor grants to City, and City accepts, subject to the terms and conditions set forth in this Agreement, a non- exclusive and non-transferable license to use the Licensed Products indicated in Exhibit 3, attached hereto, and included in the Proposal attached hereto as Exhibit 2. Said license is not for a finite term, but will continue until terminated as provided herein. The Licensed Products will be delivered or made available to City for electronic download from Vendor's File Transfer Protocol ("FTP") site. City is entitled to receive the Licensed Products compiled (object) code and is licensed to use any data code produced through implementation and/or normal operation of the Licensed Products; City is not entitled to receive source code for the Licensed Products except pursuant to an Intellectual Property Escrow Agreement, which may be executed separately by the parties. All rights not expressly granted to City are retained by Vendor.

SECTION 3. LICENSE USE.

A. City shall not copy the Licensed Products or allow their use by others without the written permission of Vendor except for City's production, backup, archival, and in-house disaster recovery purposes. City will reproduce and include the copyright, trade secret or other restrictive and proprietary legends from the original on all copies. All copies will be subject to the terms of this Agreement. The Licensed Products may be used only by City, and not for the benefit of any third party.

B. City may use the Licensed Products only to process transactions relating to properties subject to its municipal authority, as defined on the Effective Date hereof. City shall not (i) reverse engineer any part of the Licensed Products; (ii) distribute, sell, share, or otherwise transfer any part of the Licensed Products; and (iii) remove the patent, copyright, trade secret or other proprietary protection legends or notices which appear on or in the Licensed Products.

C. City shall not create any derivative work or product based on or derived from the Licensed Products or documentation or modify any Licensed Products or documentation without the prior written consent of Vendor. In the event of a breach of this provision (and without limiting Vendor's remedies) said modification, derivative work or product based on the Licensed Products or documentation is hereby deemed assigned to Vendor. 2 D. The Licensed Products may be installed on one or more computers but may not be used by more than the number of users for which the City has named user licenses. The Licensed Products are deemed to be in use when these are loaded into memory in a computer, • regardless of whether a user is actively working with the Licensed Products. Vendor may audit City's use of the Licensed Products to ensure that City has not exceeded the scope of its license.

Should the results of any such audit indicate that City's use of the Licensed Products is not in compliance, City agrees to pay all costs of its overuse as determined using Vendor's then-current pricing; any such assessed costs will be due and payable by City upon assessment or upon completion of any dispute resolution processes authorized by this agreement. City agrees that Vendor's assessment of overuse costs pursuant to this Subsection is not a waiver by Vendor of any other remedies available to Vendor in law and equity for City's unlicensed use of the Licensed Products. City is liable to Vendor for any losses incurred as the result of unauthorized reproduction or distribution of the Licensed Products which occur while the Licensed Products are in City's possession or control.

SECTION 4. INSTALLATION AND CONFIGURATION OF THE SYSTEM; SOFTWARE SERVICES.

Vendor shall provide software and services as outlined in the RFP, RFP response, and Statement of Work attached hereto as Exhibit 3. Such services include project consulting and implementation, on site training, software set-up and installation, data conversion analysis, data conversion and implementation, and interfaces implementation.

B. • Vendor will determine and City shall review qualifications and approve or reasonably disapprove the key personnel to be assigned to perform the services under this Agreement, an engagement letter, scope of work, exhibit or other written amendment. Vendor may be requested to provide additional functional and technical resources as required to provide the services required by the City. In the event of any changes to the Vendor's staff, Vendor will notify the City in writing in a timely manner. Vendor agrees that any replacement of any listed individuals will be made with individuals of comparable or higher experience, and that the composition of Vendor's employees or subcontractors assigned to this Agreement will be maintained in a manner that provides the same or higher level of services to the City. The City reserves the reasonable right to approve or disapprove any individuals proposed by Vendor to be included as part of Vendor's staff assigned to this Agreement. In the event of any additional staffing or personnel changes by Vendor, Vendor agrees to absorb all expenses and costs associated with such change and shall not charge the City with such expenses or costs under this Agreement.

Either party may request at any time the removal of any individual performing Services if that party: (i) reasonably believes that individual is not qualitied to perform the services or does not meet appropriate professional standards; and (ii) previously provided the other party with written notice of the problem and a reasonable opportunity to remedy the situation.

A successful Software Installation and Implementation means the Vendor has completed the installation and services indicated in the Statement of Work attached hereto as Exhibit 3 and the City has tested the system to verify that is free of any material errors.

E. A Production Use means the system has been deployed for production use to transact the City's customary business, as defined in Deliverable 24in the Statement of Work.

SECTION 5. SYSTEM ACCEPTANCE
Vendor will initiate the installation and configuration of the Licensed Product within ninety (90) days following execution of this project with scheduling and completion time to be mutually agreed by the parties.

System acceptance (System Acceptance) will be complete after the system has been in successful full use for a consecutive period of 90 days without significant malfunction or error.

Any significant failure (no workaround or fix) of the system or need for software correction for Software provided by Vendor during the acceptance period shall extend the acceptance period on a day by day basis until the correction is fully completed. The acceptance criteria are set forth in Exhibit 4, attached hereto and incorporated herein by reference.

SECTION 6. LICENSE FEES AND SUPPORT SERVICES FEES
City shall pay to Vendor an amount up to $346,169.20 as specified in Exhibits 3and 5 and incorporated by reference. This price includes software, services, and travel-related expenses.

A. License Fee. City shall pay Vendor a Software License Fee in the amount not to exceed the sum of $26,399.20 as specified in Exhibit 3. For a period of ten (10) months from Execution Date, City shall have the option to upgrade its Accela GIST Named User Licenses to Accela GIS Site License by paying the associated fee calculated as follows:

Accela GIS Site License $15,000.00
20% Discount ($3,000.00)
Credit for Fees Paid ($4,399.20)
Total Due $7,600.80
B. Payment of License Fees. The license fee shall be paid upon execution of this agreement by the City.

Services Installation and Configuration Component. The fees for installation and configuration services up to $319,770.00 shall be paid in accordance with the payment milestone schedule set forth in the Statement of Work, Exhibit 3.

SECTION 7. COPYRIGHT AND OTHER RESTRICTIONS

The Software Product is licensed, not sold and is not transferable. Title and copyrights in and to the Software Product, excluding City data (including any images, photographs, video, audio, and text incorporated into the Software Product), accompanying printed material, and any copies you are permitted to make herein are owned by Vendor and are protected by United States copyright laws and international treaty provisions.

SECTION 8. LIMITED WARRANTY
A. Vendor warrants the Software Product shall be free from defects in materials and workmanship for 12 months commencing from system acceptance as set forth in Section 3, above. During this period, the Software Product is warranted to conform to the specifications as stated in the Exhibit 1 and Exhibit 2, and will be maintained in conformance with the Maintenance Agreement between the parties.

There is no program code, other than license keys and as otherwise specified in Vendor's documentation, that will restrict the City's use of the Licensed Product upon payment in full.

D. If Vendor makes any version or release-level modifications or enhancements to the Licensed Products, Vendor shall deliver to the Escrow Agent identified in the Escrow Agreement by and between the parties such modifications or enhancements, including, but not limited to, software language source codes, object libraries and supporting documentation for such modifications and enhancements, so long as the City is a subscriber to the Maintenance Agreement between the parties and party to an escrow agreement.

E. Any modification or enhancement of the Licensed Product shall satisfy the warranties and conditions set forth in this Section, so long as the City is a subscriber to the Maintenance Agreement between the parties.

F. The Software Products will be free of any errors which severely affect the operation of the system or keep the system from production use in supported operating environments for so long as the City is a subscriber to the Maintenance Agreement between.the parties and party to an escrow agreement.

This section shall survive the termination of this Agreement.

SECTION 9. RESPONSE TIME
The warranty period for each module shall extend for a period of ninety (90) days from date of production. The warranty also extends for any maintenance period as long as payments are kept current. During the warranty period, in the event that the City encounters a material error and/or malfunction whereby the Software does not conform to the description in the 5 Proposed Users Manual, Vendor will respond in accordance with the Priority Levels described in the Maintenance Agreement.

SECTION 10. CONTRACT DOCUMENTS
The City's request for proposal, Vendor's response, Statement of Work, and Acceptance criteria are made a part of this Agreement as Exhibit 1, Exhibit 2, Exhibit 3, Exhibit 4, and Exhibit 5 respectively.

SECTION 11. INSURANCE
Contractor's Insurance
Prior to commencing work, the Contractor shall procure and maintain at Contractor's own cost and expense for the duration of the Contract insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work or services hereunder by the Contractor, his agents, representatives, employees, or subcontractors. The cost of such insurance shall be included in Contractor's bid.

Without in any way affecting the indemnity provided, the Contractor shall secure before commencement of the work and throughout the contract the following types and amounts of insurance:

Minimum Limits of Insurance
Contractor shall obtain insurance of the types and in the amounts described below:

Commercial General Liability Insurance
Contractor shall maintain commercial general liability (CGL) with a limit of not less than $1,000,000 each occurrence/$2,000,000 in the annual aggregate.

Business Auto and Umbrella Liability Insurance
Contractor shall maintain business auto liability with a limit of not less than $1,000,000 each accident.

Workers' Compensation and Employer's Liability Insurance Contractor shall maintain workers' compensation insurance as required by the State of California and Employer's Liability Insurance in the amount of $1,000,000 per accident for bodily injury or disease.

Minimum Scope of Insurance
6 CGL insurance shall be written on Insurance Services Office form CG 00 01 (or a substitute form providing equivalent coverage) and shall cover liability arising from premises, operations, independent contractors, products-completed operations, personal injury and advertising injury liability assumed under an insured contract (including the tort liability of another assumed in a business contract), and explosion, collapse and underground hazards.

Business Auto Insurance shall cover liability arising out of any auto (including hired, and non-owned autos). Coverage shall be written on Insurance Services Office form CA 00 01, CA 00 05, CA 00 12, CA 00 20, or a substitute form providing equivalent liability coverage. If necessary, the policy shall be endorsed to provide contractual liability coverage equivalent to that provided in the 1990 and later editions of CA 00 01.

Deductibles and Self-Insured Retentions
Any deductibles or self - insured retentions must be declared to and approved by the City of Santa Monica: At the option of the City of Santa Monica, either: the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects the City of Santa Monica, its officers, officials, employees, or volunteers; or the Contractor shall provide a financial guarantee satisfactory to the City of Santa Monica guaranteeing payment of losses and related investigation, claim administration and defense expenses.

Other Insurance Provisions
The general liability and automobile liability policies are to contain, or be endorsed to contain, the following provisions:

City of Santa Monica, its officers, officials, employees, and volunteers are to be covered as additional insureds with respect to liability arising out of automobiles leased, hired, or borrowed by or on behalf of the contractor; and with respect to liability arising out of work or operations performed by or on behalf of the Contractor including materials, parts or equipment furnished in connection with such work or operations. Under the CGL policy, using the Insurance Services Office additional insured endorsement form CG 20 10 or a substitute providing equivalent coverage, and under the commercial umbrella, if any. City and other additional insureds mentioned in this paragraph shall not, by reason of their inclusion as additional insureds, become liable for any payment of premiums to carriers for such coverage.

For any claims related to this project, the Contractor's insurance coverage shall be primary as respects the City of Santa Monica, its officers, officials, employees, and volunteers. Any insurance or self-insurance maintained by the City of Santa Monica, its officers, officials, employees, or volunteers shall be excess of the 7 Contractor's insurance and shall not contribute with it. 3) Coverage shall not extend to any indemnity coverage for the active negligence of the additional insured in any case where an agreement to indemnify the additional insured would be invalid under subdivision (b) of Section 2782 of the Civil Code.

General Liability, Workers' Compensation and Employer's Liability The insurer shall agree to waive all rights of subrogation against the City of Santa Monica, its officers, officials, employees, and volunteers for losses arising from activities and operations of Contractor in the performance of services under the contract.

All Coverages
Each insurance required by this clause shall be endorsed to state that coverage shall not be canceled except after thirty (30) days prior written notice by certified mail, return receipt requested, has been given (add user department and specify specific individual and title) to the City.
2) If Contractor, for any reason, fails to maintain insurance coverage which is required pursuant to this Contract, the same shall be deemed a material breach of contract. City, at its sole option, may terminate this Contract and obtain damages from the Contractor resulting from said breach. Alternatively, City may purchase such coverage (but has no special obligation to do so), and without further notice to the Contractor, City may deduct from sums due to the Contractor any premium costs advanced by the City for such insurance.

Acceptability of Insurers
Insurance is to be placed with insurers with a current A.M. Best's rating of no less than A:6 unless otherwise approved by the City's Risk Manager.

Verification of Coverage
Contractor shall furnish the City of Santa Monica with original certificates and amendatory endorsements effecting coverage required by this section. The certificates and endorsements for each policy are to be signed by a person authorized by the insurer to bind coverage on its behalf. The certificates and endorsements should be on forms provided by the City of Santa Monica or on other than the City of Santa Monica's forms, provided those forms and endorsements conform to the requirements. All certificates and 8 endorsements are to be received and approved by the City of Santa Monica before work commences. The City of Santa Monica reserves the right to require complete, certified copies of all required insurance policies, including endorsements effecting the coverage required by these specifications at any time.

Subcontractors
Contractor shall include all subcontractors as insureds under its policies or shall furnish separate certificates and endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the requirements stated herein.

SECTION 12. INDEMNIFICATION
A. Vendor shall indemnify, defend and hold harmless City from and against any and all claims, damages, losses, expenses or liabilities, including, but not limited to, reasonable attorneys' fees, to the extent that such claims arise out of or result from the following: (i) Vendor's performance of or failure to perform its obligations under this Agreement; (ii) arising from the willful misconduct or the negligent acts, errors or omissions of Vendor, its officers, agents, and employees in the performance of its services under this Agreement, including, but not limited to the installation of the Software and the training hereunder; and (il) any patent, copyright and other infringement claim by any third party in connection with the Licensed Vendor further agrees that if City is prevented from using the Licensed Products) due to an actual or claimed infringement of any patent, copyright or other intellectual property right, then at Vendor's option, Vendor shall promptly either:
procure for City, at Vendor's expense, the right to continue to use the Licensed Products);
replace or modify the Licensed Products), at Vendor's expense, so that the Licensed Products) become non-infringing; or
terminate the Agreement and pay to the City an amount equivalent to the City's license fees for the infringing Licensed Products) in the event that neither (i) or (ii) are reasonably feasible.

SECTION 13. NOTICES
All notices, demands, requests or approvals to be given under this Agreement, shall be given in writing and shall be deemed served when delivered personally or on the third business

day after the deposit thereof in the United States mail, postage prepaid, registered or certified, addressed as hereinafter provided.

To City:

City of Santa Monica
1685 Main Street, Room 110
Santa Monica, CA 90401
Attn: Jory Wolf, Chief Information Officer
To Vendor:

Accela, Inc.
2633 Camino Ramon
Suite 120
San Ramon, CA 94583
Attn: Contracts Administration
SECTION 14. COSTS OF LITIGATION
If any legal action or proceeding is necessary to enforce any provision of this Agreement or for breach of this Agreement, the prevailing party shall be entitled to receive from the opposing party all costs and expenses and such amount as may be adjudged to be reasonable attorney's fees. The prevailing party's attorneys' fees shall be paid whether or not the action is prosecuted to judgment. The prevailing party shall be entitled to recover an amount equal to the fair market value of legal services provided by attorneys employed by the prevailing party as well as any attorneys' fees paid to outside attorneys in connection with the action.

SECTION 15. ASSIGNMENT
Vendor shall not assign, hypothecate or transfer this Agreement or any interest therein directly or indirectly, by operation of law or otherwise without the prior written consent of City, which may be withheld at the City's sole discretion. Any attempt to do so without the City's consent shall be null and void, and any assignee, sublessee, hypothecatee or transferee shall acquire no right or interest by reason of such attempted assignment, sublease, hypothecation or transfer. Notwithstanding the foregoing, Vendor may assign its rights and obligations hereunder in furtherance of a transfer of stock or assets to an affiliated or related corporation provided that the assignee assumes all of the obligations of the assignor under this Agreement. Any such transfer will be memorialized by an amendment to this agreement executed by the parties and assignee.

SECTION 16. APPLICABLE LAW
This Agreement shall be governed by the laws of the State of California.

SECTION 17. DEFAULT AND TERMINATION
10 Notice of Default and Opportunity to Cure. If either party materially breaches this Agreement, the other party shall give written notice of default in accordance with the notice provisions set forth in Section 13 and an opportunity to cure within thirty (30) calendar days from the date of the notice of default. This time period may be extended by the nondefaulting party, in its reasonable discretion, for a period up to fourteen (14) calendar days in the event that the defaulting party has commenced a cure in a timely manner and is proceeding to cure. If the defaulting party fails to complete the cure within the cure period, the nondefaulting party may terminate this this Agreement upon written notice of termination.

B. Rights Upon Termination. Upon termination, the License to use the Licensed Products shall be immediately revoked and all Licensed Products, related documentation, Software Tools, and supporting materials will be returned to Vendor or destroyed.

SECTION 18. INTEGRATED AGREEMENT
This Agreement represents the full and complete understanding of every kind or nature whatsoever between the parties hereto, and all preliminary negotiations and agreements of whatsoever kind or nature are merged herein. No verbal agreement or implied covenant shall be eld to vary the provisions hereof. Any modifications of this Agreement will be effective onl y written execution signed by both City and Vendor and approved as to form by the Cit Attorney. This Agreement is the product of negotiation and compromise between the parties.

Accordingly, notwithstanding California Civil Code Section 1654, in the event of uncertainty, the language shall not be construed against the party causing the uncertainty.

SECTION 19. PERMITS AND LICENSES
Vendor, at its sole expense, shall obtain and maintain during the term of this Agreement, all required business and professional permits, licenses and certificates.

SECTION 20. COMPLIANCE WITH LAW
Vendor shall comply with all federal, state and local laws, including all ordinances, rules and regulations.

SECTION 21. NONDISCRIMINATION
In rendering services under this Agreement, Vendor shall not discriminate based upon race, color, religion, national origin, ancestry, sex, age, sexual orientation, marital status, AIDS or disability and shall comply with the requirements of all federal, state and local law.

SECTION 22. CONFLICTS.

In the event of a conflict between or among the provisions of this Agreement and the Exhibits to the Agreement, such conflict shall be resolved in the following order of precedence (the first order of precedence under clause (i) being the highest): (i) the Agreement; (i) the 11 Statement of Work attached as Exhibit 3; (iii) the Proposal attached as Exhibit 2; (iv) the general functionality requirements set forth in the RFP attached as Exhibit 1; (v) Acceptance Criteria attached as Exhibit 4; and (v) Deliverables attached as Exhibit 5.

SECTION 23. DISPUTE RESOLUTION
A. First Step: Project Level Negotiations. In the event of any dispute regarding the City's use of the License under Section 3 of this Agreement or other material provision of this Agreement, the parties shall meet and confer through their respective project representatives in a good faith effort to negotiate a resolution to such dispute. Each side shall be represented by a person serving in a direct supervisorial capacity on the project, no lower in rank than a Project Manager.

B. Second Step: Management Level Negotiations. If the Project Level Negotiations fail to resolve the dispute, then management representatives of the City and Vendor shall meet as soon as possible in a good faith effort to negotiate a resolution to the contract dispute. City shall be represented by a department head, and Vendor shall be represented by an executive of the corporation. Upon completion of the meeting, if the contract dispute is not resolved, the parties. may either continue the Management Level Negotiations or either party may declare such negotiations ended.

C. Mediation. If the contract dispute remains unresolved after the Management Level Negotiations, the parties agree to submit the contract dispute to mediation before a mutually acceptable third-party mediator. In the event the parties are unable to agree upon a mediator within seven (7) calendar days, then the parties shall submit the matter to the American Arbitration Association ("AAA") at its Los Angeles Regional Office for selection of a mediato.

The costs of mediation shall be shared equally by both parties. The mediator shall provide an independent assessment on the merit of the contract dispute and recommendation for resolution. 12 D. Discussions. All discussions that occur during the Project Level Negotiations, Management Level Negotiations or Mediation shall be confidential and privileged pursuant to California Evidence Code Sections 1119 and 1152
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed the day and year first above written..

CITY OF SANTA MONICA
a municipal corporation
By:

ROD GOULD
City Manager
APPROVED AS TO FORM:
last mes Matice

MARSHA JONES MOUTRIE
ATTEST:

MARIA STEWART
City Clerk
ACCELA, INC.
a California corporation
Title: VIE PRESIOENT
13 SOFTWARE MAINTENANCE AND SUPPORT AGREEMENT
This Software Maintenance and Support Agreement ("Agreement") entered into on /th day of Jek., 2012 ("Execution Date") by and between the City of Santa Monica, a municipal corporation, ("City") and ACCELA, INC., a California corporation ("Vendor") is made with reference to the following:

RECITALS
A. Concurrently with this Agreement, City and Vendor have entered into a Software License Agreement ("License Agreement") which is incorporated by reference. Pursuant to the License Agreement, the City has become the licensee of software developed by Vendor and listed in said agreement. The parties intend by this Agreement for Vendor to provide technical software support to the City under the terms and conditions of the License Agreement.

NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows:

Section 1. Maintenance and Support Service
Vendor agrees to provide technical software support services necessary to remedy problems arising from any operational difficulties attributable to the Licensed Product defined in Section 1(C) of the License Agreement.

Vendor agrees to provide reasonable unlimited Help Desk phone support from 4:00 a.m. to 6:00 p.m. Pacific Time on weekdays except for major holidays.

C. Vendor agrees to provide product updates and upgrades applicable to the City's specific version of the Software within the same operation environment to the products listed in the License Agreement at no additional cost.

D. In the event that the City encounters an error and/or malfunction whereby the Software does not conform to the description in the Proposal or Users Manual, Vendor will respond in accordance with the following Priority Levels:
(1) Vendor will provide an incident handling mechanism for City maintenance requests. The incident handling process will include the following:

1.1 Ability to call, e-mail or use an Accela provided online tracking system.

1.2 All incidents will be recorded into the tracking system.

1.3 City will receive an e-mail with case number.

1.4 City Priority and Severity will be determined by the problem based upon the definitions below.

1.5 Designate contacts that will interface with the Customer Resource Center.

On Line Self Support - Vendor will provide to City at no expense an online Knowledge Base and Online Self Support Site where City can research issues and questions, report maintenance incidents and download patches and other fixes. (3) Case Handling - Case Handling defines the priority assigned to a specific maintenance request which therefore sets the order, timing and level of effort in resolving a case.

3.1 Critical Severity: "A" Priority:

3.1.1 Definition - System or application is non-functional or seriously affected and there is no reasonable workaround available, for example, business is halted.

3.1.2 Response Time - Vendor shall assign resources within the 1 business hour for 100% of all Critical Severity incidents commencing from the time that the Critical Incident is phoned into the Customer Resource Center.

3.1.3 Resolution Time - Vendor shall continue to work on the problem until the problem is resolved. The average resolution time shall be no less than 8 business hours. Vendor agrees to put forth its best effort to provide a workaround or fix within such time. The City agrees to provide the cooperation of an agency representative during such resolution process.

3.2 High Severity: "B" Priority

3.2.1 Definition - Detection of a software error for a system module which seriously impairs system operations, but does not render it "down"; and where the System or application is affected and there is no workaround available or the workaround is impractical, for example, City cannot process payments or system response time is very slow.

3.2.2 Response Time - Vendor shall assign resources within 4 business hours for 80% of all High Severity incidents.

3.2.3 Resolution Time -Vendor will continue to work on the problem until the problem is resolved. Vendor agrees to put forth its best effort to provide a workaround or fix within 7business days.

3.3 Moderate Severity: "C" Priority
2 3.3.1 Definition - A minor problem deemed by the City, but of sufficient severity to warrant correction before the next production software release or service pack; or a System or application feature is non- functional and a convenient workaround exists, for example, non-critical feature is unavailable or requires additional user intervention.

3.3.2 Response Time - Vendor will respond with confirmation of receipt of incident within 8 business hours for 80% of all Moderate Severity incidents.

3.3.3 Resolution Time - Vendor agrees to put forth its best effort to provide a workaround or fix within 14 business days.

3.4 Low Severity: "D" Priority

3.4.1 Definition - A minor problem deemed by the City to not severely attect the operation of the System; System or application feature works, but there is a minor problem, for example, a field is mislabeled or a help file is missing.

3.4.2 Response Time - Vendor will incorporate response in the next production of the Software; or respond with contirmation of receipt of incident within 24 business hours for 80% of all Low Severity incidents.

3.4.3 Resolution Time - Resolution for the issue may be released as a patch set or be incorporated into a future release of the product for 80% of all Low Severity incidents.
(4) Case Replication - Vendor's CRC will work with City to replicate any reported issue as necessary. CRC will review submitted case, replications steps, screen shots and log files. If CRC is unable to replicate the issue, CRC will work with City via remote session to eplicate and determine the root cause. (i.e. Accela product issue or other environment issue.) It ase is not replicated or resolved via review of case information and remote session, CRC wil request additional information including but not limited to Log Files, Customer Database and any specific script or file for replication of issue in a Vendor test environment. Escalation to engineering or product management may be required once the issue has been replicated. CRC will continue work on the issue until the problem is replicated or determined to be outside the scope of Vendor's products) the issue was reported against. (5) Reporting and Reconciliation - Vendor will provide City a quarterly report outlining Response time and Resolution Time for each Incident reported by the City. The Accela Customer Relationship Manager and the City Project Manager will review the Response and Resolution Time reports on a regular basis.
(6) Contact Product Support by Phone or E-mail:

Hours: M - F 4:00 AM - 6:00 PM Pacific Time
Phone: (888) 722-2352, ext. S
Fax: (559) 627-0660
E-mail: [email protected]
Escalation:
• CRC has escalation points in
Engineering
Data Conversions
Services
Account Management
Escalation to CRC Management
Chris Alderson
559-627-1959 X132
- [email protected]
• Escalation to Accela Management
- Eddie Ausherman
- 559-627-1959 x115
- [email protected]
Section 2. Proprietary Rights.

City acknowledges and agrees that corrected Software and associated documentation remain the Property of the Vendor and constitute a trade secret of said software licensor, except for City data.

Section 3. Access to Data and Computer.

City shall, at its own expense, install and provide remote control access software for Vendor's use in providing support services. Vendor shall at all times have 24 hour/day, 7 days per week access to provide technical support services. Vendor's access shall be subject to the confidentiality provision of Section 22 of the License Agreement, which shall apply to the services provided pursuant to this Maintenance Agreement.

Section 4. Term of Agreement.

This Maintenance Agreement shall commence upon the License Agreement between the parties and shall terminate five (5) years thereafter, unless extended as provided herein. This Agreement may be renewed by the City at its sole option for additional one year terms.

Section 5. Fees and Charges.
4 The maintenance fees shall be as follows: (i) the maintenance fee for the first year of the term shall be Twenty-Nine Thousand Five Hundred Dollars and Seventy One Cents ($29,500.71); (ii) the maintenance fee for years two, three, four, and five of the term shall be Thirty Thousand Nine Hundred Seventy-Five Dollars and Seventy-Five Cents ($30,975.75), Thirty- Two Thousand Five Hundred Twenty-Four Dollars and Fifty-Four Cents ($32,524.54), Thirty- Four Thousand One Hundred Fifty Dollars and Seventy-Seven Cents ($34,150.77), and Thirty-Five Thousand Eight Hundred Fifty-Eight Dollars and Thirty-One Cents ($35,858.31) respectively payable in advance of each year, and as more fully described in Exhibit 1. If City elects to purchase additional software products, maintenance fees will be revised accordingly.

Section 6. Costs Not Included In This Contract.

If Vendor provides services to City outside the services contracted herein, City agrees to pay Vendor at Vendor's then current standard rates for time and material, and travel expenses in an amount to be preapproved by City in advance in writing.

Section 7. Services Not Covered.

Vendor will not provide any additional services to the City during the term of this Agreement; including but not limited to:

A. Vendor will not support application software that is running on outdated operating systems. Distribution of updates and enhancements, telephone support and functional corrections will only be made available for current operating systems. The City is responsible for maintaining compliance with the "industry standard" version of the relevant operating system. City should determine that an upgraded version of a component part of the software product (Oracle for example has been certified prior to installation.

B. Vendor is not responsible for loss of data due to lack of sufficient backup files.

The City is responsible for following standard backup procedures to insure data integrity.

C. Custom programming or the development of specialized routines not authorized by Vendor are not covered under this Agreement.

D. Any services not covered in Section 1 above.

E. Services required due to use of the Vendor-maintained software products in a manner not conforming to Vendor's Application Programming Interface (API) requirements, methodology, or documentation are not covered under this Agreement.

Except for Critical Severity Responses and High Severity Responses set forth in Section 3.1 and 3.2, above, the Services provided herein are contemplated to be performed within the hours identified in the Contact Product Support provision of this Agreement. If the City requests Services beyond such identified hours, and such request is made for the 5 convenience of the City, then such Services to be performed by Vendor outside of Vendor's such hours are not covered under this Agreement.

Services required to resolve or work-around conditions which the parties recognize cannot be reproduced in Vendor's support environment after the diagnostic efforts described in Section 1 above are not covered under this Agreement. . H. Services which relate to tasks other than maintenance of City's implementation and conferior in be hen decesari hid of to er proding or ada ting out rodeas for specific operating environments are not covered under this Agreement.

I. Software updates will be provided to the City and implemented by the City; and any Services requested by City to implement sofiware updates provided by Vendor are not covered under this Agreement.

Section 8. Insurance.

Prior to commencing work, Vendor shall procure and maintain, at Vendor's own cost and expense, for the duration of the Agreement the following insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of work hereunder by Vendor, its agents, representatives, or employees.

A. Minimum Limits of Insurance.
(1) Commercial General Liability in the amount of $1,000,000 per occurrence for bodily injury, personal injury and property damage; (2) Software Engineers Errors and Omissions Liability insurance in the amount of $1,000,000 per occurrence;
(3) Workers' Compensation and Employer's Liability insurance as required by the State of California and Employer's Liability in the amount of $1,000,000 per occurrence.

B. Deductibles and Self-Insured Retentions. Any deductibles or self-insured retentions must be declared to and approved by City. At the option of City, either: the insurer hall reduce or eliminate such deductibles or self-insured retentions as respects City, its officers. fficials, employees and volunteers; or Vendor shall provide a financial guarantee satisfactory to City guaranteeing payment of losses and related investigations, claim administration and defense expenses.

C. Other Insurance Provisions. The commercial general liability policy is to contain, or be endorsed to contain, the following provisions:
6 (1) City, its officers, officials, employees and volunteers are to be covered as insureds as respects: liability arising out of work or operations performed by or on behalf of Vendor; or automobiles leased, hired or borrowed by Vendor.
(2) For any claims related to this project, Vendor's insurance coverage shall be primary insurance as respects City, its officers, officials, employees and volunteers. Any insurance or self-insurance maintained by City, its officers, officials, employees or volunteers shall be excess of Vendor's insurance and shall not contribute with it.
(3) Each insurance policy required by this clause shall be endorsed to state that policy provisions afford named insured thirty (30) days prior written notice of cancellation.

Workers' Compensation. The Workers' Compensation and employee's liability policy is to be endorsed to contain the following provision: The insurer shall agree to waive all rights of subrogation against City.

E. Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best's rating of no less than A:6, unless otherwise acceptable to Licensed Company.

F. Verification of Coverage. Vendor shall furnish City with original certificates and amendatory endorsements effecting coverage required by this clause. The endorsements should be on forms provided by City or on other than City forms provided those endorsements conform to Entity requirements. All certificates and endorsements are to be received and approved by the City before work commences. City reserves the right to require complete, certified copies of all required insurance policies, including endorsements affecting the coverage required by these specifications at any time.

Section 9. Indemnification.

Vendor shall indemnify, defend and hold harmless City from and against any and all claims, damages, losses, expenses or liabilities, including, but not limited to, reasonable attorneys' fees, to the extent such claims arise out of or result from the following: (i) Vendor's performance of or failure to perform its obligations under this Agreement; (ii) arising from the willful misconduct or the negligent acts, errors or omissions of Vendor, its officers, agents, and employees in the performance of its services under this Agreement, including, but not limited to the installation of the Software and the training hereunder; and (iii) any patent, copyright and other infringement claim by any third party in connection with the Licensed Product.

Section 10. Notices.

All notices, demands, requests or approvals to be given under this Agreement, shall be given in writing and shall be deemed served when delivered personally or on the third business 7 day after the deposit thereof in the United States mail, postage prepaid, registered or certified, addressed as hereinafter provided.

To City:

City of Santa Monica
525 Broadway, Suite 100
Santa Monica, CA 90401
• Attn: Jory Wolf, Chief Information Officer
To Vendor:

Accela, Inc.
2633 Camino Ramon
Suite 120
San Ramon, CA 94583
Attn: Contracts Administration
Section 11. Costs of Litigation.

If any legal action or proceeding is necessary to enforce any provision of this Agreement or for breach of this Agreement, the prevailing party shall be entitled to receive from the opposing party all costs and expenses and such amount as may be adjudged to be reasonable attorneys' fees. The prevailing party's attorneys' fees shall be paid whether or not the action is prosecuted to judgment. The prevailing party shall be entitled to recover an amount equal to the fair market value of legal services provided by attorneys employed by the prevailing party as well as any attorneys' fees paid to outside attorneys in connection with the action.

Section 12. Assignment.

Vendor shall not assign, hypothecate or transfer this Agreement or any interest therein directly or indirectly, by operation of law or otherwise without the prior written consent of City, which may be withheld at the City's sole discretion. Any attempt to do so without the City's consent shall be null and void, and any assignee, sublessee, hypothecatee or transferee shall acquire no right or interest by reason of such attempted assignment, sublease, hypothecation or transfer. Notwithstanding the foregoing, Vendor may assign its rights and obligations hereunder in furtherance of a transfer of stock or assets to an affiliated or related corporation provided that the assignee assumes all of the obligations of the assignor under this Agreement. Any such transfer will be memorialized by an amendment to this agreement executed by the parties and assignee.

Section 13. Termination.

A. This Agreement may be terminated by either party at the end of its initial term or upon sixty (60) days prior written notice to the other party. 8 B. This Agreement shall be terminated without refund upon the City's default of the terms of the Software License Agreement.

This Agreement may be terminated at any time by Vendor in the event of any failure on the part of City to pay the maintenance fee provided for hereunder after thirty (30) days notice that the maintenance fee is delinquent.

Section 14. Delays.

Vendor shall not be liable for any delay in performance directly or indirectly resulting from acts of City, its agents, employees or subcontractors, or causes beyond the control of Vendor, including, but not limited to, acts of God, acts of a public enemy, acts of the United States or the District of Columbia, any State or Territory of the United States, or any of their political subdivisions; fire, flood, epidemics, quarantine restrictions, strikes, civil commotions or revolution; freight embargoes; unusually severe weather condition; or default of Vendor's subcontractors or suppliers.

Section 15. Entire Agreement.

This Agreement, in addition to the Software License Agreement, constitutes the entire agreement of the parties and the terms and conditions stated herein supersede all prior agreements between the parties relating to the subject matter of this Agreement.

Section 16. Modifications to Agreement.

This Agreement may be amended by the parties only by a written agreement between the parties and approved as to form by the City Attorney.

Section 17. Governing Law.

This Agreement shall be governed by and construed in accordance with the laws of the State of California.

Section 18. Limited Warranty.

A. Vendor warrants the Software Product shall be free from defects in materials and workmanship for ninety (90) calendar days commencing from system acceptance of the Software Product as set forth in the License Agreement. During this period, the Software Product is warranted to conform to published specifications.

B. The Software Products shall continue to perform in accordance with Vendor's most current documentation, which may be modified from time to time, so long as the City remains a subscriber to the Maintenance Agreement between the parties. 9 C. There is no program code, other than license keys and as otherwise specified in Vendor's documentation, that will restrict the City's use of the Licensed Product upon payment in full.

F. The Software Products will be free of any errors which severely affect the operation of the system or keep the system from production use.

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed the day and year first above written.

CITY OF SANTA MONICA
a municipal corporation
By:

ROD GOULD
City Manager
APPROVED AS TO FORM:

By: laustal mest thie

MARSHA JONES MOUTRIE
ATTEST:

By:

MARIA STEWART
City Clerk
ACCELA, INC.
a California corporation
By:

Title: VICE PRESIDENT
11 EXHIBIT 1
Deliverables Fees
First-Term Annual Maintenance for Accela Automation Land Management Site $20,000.00 License
First-Term Annual Maintenance for Accela Citizen Access™ (1 Server, 1 Module $2,900.91 [Based Upon 87,664 Population])
First-Term Annual Maintenance for Accela Mobile Office™ Site License $5,500.00 First-Term Annual Maintenance for Accela GISTM (1 Server, 5 Named Users) $1,099.80 Sub Total of Fees $29,500.71
Second-Term Annual Maintenance for Accela Automation Land Management Site $21,000.00 License
Second-Term Annual Maintenance for Accela Citizen Access (1 Server, 1 Module $3,045.96 [Based Upon 87,664 Population))
Second-Term Annual Maintenance for Accela Mobile Office Site License $5,775.00 Second-Term Annual Maintenance for Accela GIS (1 Server, 5 Named Users) $1,154.79 Sub-Total of Fees: $30,975.754
Third-Term Annual Maintenance for Accela Automation Land Management Site $22,050.00 License'
Third-Term Annual Maintenance for Accela Citizen Access (1 Server, 1 Module $3,198.26 [Based Upon 87,664 Population])
Third-Term Annual Maintenance for Accela Mobile Office Site License 6,063.75 Third-Term Annual Maintenance for Accela GIS (1 Server, 5 Named Users) $1,212.53 Sub-Total of Fees $32,524:543
Fourth-Term Annual Maintenance for Accela Automation Land Management Site $23,152.50 License
Fourth-Term Annual Maintenance for Accela Citizen Access (1 Server, 1 Module $3,358.17 [Based Upon 87,664 Population)
Fourth-Term Annual Maintenance for Accela Mobile Office Site License $6,366.94 Fourth-Term Annual Maintenance for Accela GIS (1 Server, 5 Named Users) $1,273.16 Sub-Total of Fees $34,150.774
Fifth-Term Annual Maintenance for Accela Automation Land Management Site $24,310.12 License
Fifth-Term Annual Maintenance for Accela Citizen Access (1 Server, 1 Module $3,526.08 [Based Upon 87,664 Population)
Fith-Term Annual Maintenance for Accela Mobile Office Site License $6,685.29 Fifth-Term Annual Maintenance for Accela GIS (IServer, 5 Named Users) $1,336.82 Sub-Total of Fees $35,858.31
Total of Fees $163,010.08
1 First-Term Annual Maintenance Fees are fixed-price deliverables for which full payment is due upon signing.
2 Second-Term Annual Maintenance Fees are due on the first anniversary of the Execution Date. 3 Third-Term Annual Maintenance Fees are due on the second anniversary of the Execution Date. 4 Fourth-Term Annual Maintenance Fees are due on the third anniversary of the Execution Date. 5 Fifth-Term Annual Maintenance Fees are due on the fourth anniversary of the Execution Date. 12 Soft wre

City may elect to continue its maintenance coverage for additional annual terms by paying to Accela the fees associated with such terms when these are due; said fees will be calculated at five percent (5%) over the previous year's fees.
13 Statement of Work

PAYMENT SCHEDULE
The table below represents the Services payments to be made during the project, with payments due upon acceptance of the deliverables as listed.

Deliverable Description Percentage Amount
1 Project Initiation, 10% project payment - 10% $ 29,992 2 System Setup, 12% project payment 212% $ 34,466
3 Analysis Sessions - All Departments 3%: $ 9,085
4 Analysis Docs -All Departments 3% $ 9,085.

Configuration All Departments $ 12,300
6 PP Historical Data Conversion 4% $ 11,181
7 APO Interface Spec and Development 3% $ 8,386
LP Interface Spec and Development. 0%. $ 1,118
9 HDL Interface Spec and Development 5% $ 14,908
10 IVR Interface 1% $ 1,677
11 Project Dox Interface 1% $ 1,677
12 Laserfiche Interface Spec and Dev 1% $ 4,193
13 Active Networks POS Interface Spec 3% $ 7,454
14 Event Management Scripting Assistance 2% $ 4,473
15 Report Specifications/ Development 1% $ 2,795
16 AGIS Configuration 3% $ 5,591
17 ACA Configuration 3% $ 7,827
18 AMO Configuration 2% $ 3,494
19 V360 User Experience 3% $: 8,736
20 AA Setup - Production 0% S 839
21 Admin and Technical Training 2% $ 5,311
22 Daily User Training - Train The Trainer 1% $ 3,914
23 User Acceptance Testing (UAT) 4% $ 11,181
24 Production Support 3% $ 8,386
Post Deployment Support / Transition to 1% $ 3,354
25 CRC
Project Management* 10% $ 28,513
Retention Due upon final system acceptance 20% $ 59,984 Total 100% $299,920
Travel Expense Estimate $ 19,850
Total Travel & Service $319,770
* Project Management billed monthly at $2,376 per month for twelve months (last month billed at $2,377) for a total of $28,513. Billing will occur automatically and will not require a deliverable acceptance document or signature from the © 2011 Accela Inc. Page 43

Statement of Work

PAYMENT TERMS
Payments will be invoiced on a deliverable basis per the table above. Payment terms are net 30 days.

EXPENSES
Travel time and out-of-pocket travel and lodging expenses incurred by Accela resources in the performance of this Statement of Work will be reimbursed by Agency as incurred, in accordance with the Services Agreement between Accela and the City of Santa Monica. Out-of-pocket travel and living expenses include but are not limited to all travel, airfare, transportation, lodging, parking, wireless internet connectivity, and meals. Travel time will be billed at a rate of $140 per hour. Accela has estimated the total project expenses to be $19,850.

ACCEPTANCE
The Services contracted for in this Statement of Work will be considered Accepted when all Deliverables defined in the Work Description Section have been accepted by Agency as defined for each Deliverable.

TERMS
The pricing and terms of this proposal are valid until 3/31/12. If this Statement of Work is accepted after this date all pricing and terms may not be valid.

PROJECT RESOURCES AND LOCATION OF WORK

WORK LOCATION
Services contracted under this SOW may be performed remotely and/or at the Agency's on-site facilities as deemed appropriate and reasonable for the successful completion of the Services detailed herein.

AGENCY RESOURCES
Agency must fill the appropriate roles with the appropriate personnel to work together with the Accela Engagement Team for these Services and that Agency will make available additional resources as needed for the Services to be •successful. Agency roles can be filled by the same person. In addition, Agency will provide all necessary technical resources to make appropriate modifications within any Agency systems wishing to integrate with any Accela systems.

These resources must be proficient in Agency coding/development environment and tools, to make the required changes to their software to enable integration and must be available during the timeframe of these Services. Agency roles include Sponsor, Project Manager, Technology Manager, and Business Lead(s) for each Division/department being implemented, Super User trainers, and others as appropriate.

Agency Resources Description
Responsibilities include:
. Ultimate responsibility for the success of the project, Creating an environment that promotes project buy-in,
Project Sponsor Driving the project through all levels of the agency, High-level oversight throughout the duration of the project, • Serving as the primary escalation point to address project issues in a timely manner.

Responsibilities include:

Statement of Work

PAYMENT TERMS
Payments will be invoiced on a deliverable basis per the table above. Payment terms are net 30 days.

TERMS
The pricing and terms of this proposal are valid until 3/31/12. If this Statement of Work is accepted after this date all pricing and terms may not be valid.

PROJECT RESOURCES AND LOCATION OF WORK

AGENCY RESOURCES
Agency must fill the appropriate roles with the appropriate personnel to work together with the Accela Engagement Team for these Services and that Agency will make available additional resources as needed for the Services to be successful. Agency roles can be filled by the same person. In addition, Agency will provide all necessary technical resources to make appropriate modifications within any Agency systems wishing to integrate with any Accela systems.

Agency Resources Description
Responsibilities include:
••. 1 Ultimate responsibility for the success of the project, Creating an environment that promotes project buy-in,
Project Sponsor Driving the project through all levels of the agency, High-level oversight throughout the duration of the project, • Serving as the primary escalation point to address project issues in a timely manner.

Statement of Work
• Overall administration, coordination, communication, and decision- making associated with the implementation;
Planning, scheduling, coordinating and tracking the implementation with Accela and across departments within the agency;
Ensuring that the project team stays focused, tasks are completed on schedule, and that the project stays on track.

A user representative for each affected department must be appointed to facilitate:
analysis and configuration and serve as a decision-making entity for that group. These critical appointments may well determine the success of the - implementation for their respective areas. Responsibilities include:
• Attending requirements workshop sessions;
Division/Departmental Business
Leads Willing and able to gather data and make decisions about business processes;
• Assist in the creation of specifications for reports, interfaces & conversions
• Review and test the system configuration;
• Participating in the implementation of the Accela Automation solution.

Responsibilities include:
• Being trained on the Accela Automation system at a System Administration level;
Being fully engaged in the Business Analysis and system configuration Division/Departmental Subject activities;
Matter Expert (SME) • Assist internal efforts towards the creation of reports, interfaces & conversions;
• Assist in the review and testing of the system configuration; Actively participate in the full implementation of the Accela Automation solution.

Responsibilities include:
• Primary responsibility for the technical environment during the software implementation;
• Ensure that servers, databases, network, desktops, printers, are available for system implementation and meet minimum standards; • Work with Accela technical personnel during implementation; Technical Lead
Maintain test and production databases;
Perform day-to-day maintenance of the system and install maintenance releases;
Act as the primary technical resource for troubleshooting problems; •Establish and maintain backup, archival, and other customary maintenance and housekeeping activities.
© 2011 Accela Inc. Page 45

Statement of Work

ACCELA RESOURCES
Accela will assign key Professional Services resources for this engagement with Agency. These individuals are well versed in the Accela Automation application, and are well qualified to lead this effort. Accela's Project Manager shall assume full responsibility for the coordination of this team and its interaction with key Agency resources assigned to the effort. The main roles are as follows:

Accela Resources Description
The Project Executive oversees the projects progress/direction and works with the Project Manager to ensure efficiency, consistency and quality in delivery of Accela implementations. The Project Executive actively participates in a project Project Executive director/executive role. The Project Executive will meet with Agency Executives monthly or upon request throughout the duration of the project.

The Accela Project Manager is responsible for the overal project management and works directly with the client throughout all aspects of Accela implementations: from the initial scoping, planning, staffing to delivery. The Project Manager undertakes the project administration tasks including:

Project plan management,
Change order management,
Issue log management and escalation,
Status reporting,
Project Manager Project workspace management,
Resources management,
Work plan management,
Meetings management,
Project review with Project Executive.

In addition, the Project Manager will actively participate in leading the System Configuration Analysis sessions and will be responsible for the creation of the System Configuration Document.

The Senior Implementation Consultant assigned to the project will have major experience in the business process as well as the product functionality and is responsible for:
• Business analysis activities: Mapping the client's business processes and requirements to the functionality of Accela's products and the creation of solution design,
Senior Implementation Leading system configuration activities, •
Consultant
Providing training/mentoring to agency staff,
• Recommend industry best practices to agency to enhance business processes,
• Guide agency on how best to configure the system based on past experiences and software expertise.

CONTRACT CHECKLIST
Santa Monte
The Contracts Coordinator has determined the following requirements must be met for ISD ISD / Software Systems (insert department/division name) request to procure the following service:

Section 1: Soliciting Proposals
• Informal Proposals Required
• Professional Services: less than $80,000
• Contractual Services: $10,000 to $175,000
Formal Request for Proposal and City Council authorization required • Professional Services: greater than $80,000
• Contractual Services: greater than $175,000
Other First Modification
Sole Source - Contact Purchasing Services Manager
• Complete Sole Source Request Form
• Attach Sole Source Form approved by Department Director/Purchasing Manager/City Manager Section 2: Supplemental Forms Required
EB
M Coversheet / W9 Form M Living Wage Certification • Oaks Initiative Disclosure (new vendor) (if over $54,200, renewed annually) (if over $25k, renewed annually) • Business License • State of Arizona Disclosure E City Council Staff Report 13054 (N/A for Federally Funded PSAs or CSAs) (if applicable) 17-8-2014 Section 3: Contract Type (Templates are available on e-desk except for Custom Agreements) Professional Services Agreement
Modification to Professional Services Agreement
Contractual Services Agreement
Modification to Contractual Services Agreement
Custom Agreement
Other: First Modification
Section 4: Insurance Requirements
Professional Services Insurance Requirements - Template 1 (requires professional liability insurance) Professional Services Insurance Requirements - Template 2 (omits professional liability insurance) Contractual Services Insurance Requirements Template
Not Applicable - Original requirements met (for modifications ONLY) Custom Insurance Requirements
Attach approval from Risk Manager Ask eut! Alteld
Section 5: Contract Authorization/Execution Process
City Manager approval required
• Professional Services: less than $80,000 including renewals and contingency Contractual Services: $10,000 to $175,000
City Manager and City Council approval (staff report required) Professional Services: greater than $80,000
Contractual Services: grealer than $175,000
Section 6: Special Requirements
If notary is required, contact the City Manager's office for instructions. x8301 MA fB Contracts Coordinator al e Dato 1Y
December 2013

CONTRACT COVERSHEET

ATTACH TO ALL CONTRACTS
City u
Santa Monica®
Submit 3 contract originals: 1) consultant/contractor; 2) originating department; and 3) City Clerk Before delivery to CAO, contract must be reviewed by Contracts Coordinator and Department Director. Place "sign here" tabs placed on the correct signature lines, and ensure the City Attorney, City Manager and City Clerk names are spelled correctly Contract Approval Routing Order Reviewed by Signed Date 1 Contracts Coordinator John Barry
fu k 21014
2 Department Director
3 City Attorney's Office (CAO staff)
4 Contractor/Consultant (City staff)
5 City Manager's Office (CMO staff)
6 City Clerk's Office (CCO staff)
Section Completed by Department
Date: 07/10/2014 From: Andy Pong Department: ISD Ext: 5016 Contractor/Consultant Name: Accela Inc.

Purpose of contract/scope of services: (If more space is needed, attach separate page.) On November 22nd, 2011 Council authorized a contract with Accela, Inc. to provide a permit and land management system. Additional professional services are necessary to implement the system. Staff recommends amending the agreement in order to provide the necessary professional services to complete the implementation of the system at a cost of $21,000, which will result in a new total contract amount not to exceed $567,672.

Competitive process followed? YES - Bid or RFP #: •NO- This is Sole Source (include completed Sole Source Form) Staff member to contact once agreement is signed: Andy Pong Ext: 5016 Project Manager: Andy Pong Ext: 5016
Contract Amount: (include contingency) Contract Term:
$567,672 5 Years Term. 2/14/2017
Account(s) to Encumber and Amounts):

FY2014-15; 01321.533580; $21,000
Section Completed by Contracts Coordinator
Authorization: L CMO Only X Council / CMO Contract Number:
(Date approved by Council): 7-8-14 9509
Purchasing Requirements Met/Contract Checklist Attached: Supplemental Forms Completed/Attached:

EYes •No EYes • No
Insurance Requirements Met/Approval Attached: Business License Required:

L Yes • No Misk ensl Attache Yes (# 130547 • No
W9: •. Attached KOn File Correct Contract Template Used:

R Yes • No
1 May 2014
For questions regarding: Contact: Extension:

Required Forms Primary:

John Barry, Contracts Coordinator 5817
Araceli Esparza, Purchasing Services Manager 8242
Business Licenses
Business License Office 8745
Insurance Primary:

Deb Hossli, Risk Manager 4907
Michael Spenelli, Risk Management Technician 8910
City Attorney Approval as to Form
Elsa Kapsinow, Legal Administrative Staff Assistant 8330 City Manager Approval / Notarization
Sandra Santiago, Office Manager 8301
City Clerk Attestation
Vernice Hankins, Staff Assistant III 8211
2 May 2014
City Council Report
City of
Santa Monica®
City Council Meeting: July 8, 2014
Agenda Item: 3=C
To: Mayor and City Council
From: Jory Wolf, Chief Information Officer
Subject: Modification to Contract with Accela, Inc. for Permit and Land Management Software
Recommended Action
Staff recommends that the City Council authorize the City Manager to negotiate and execute a first modification to Contract #9509 in the amount of $21,000 with Accela, Inc., a California-based company, to provide services for the City's new permit and land management software. This will result in a five-year amended contract with a new total amount not to exceed $567,672, with future funding contingent on Council budget approval.

Executive Summary
On November 22nd , 2011 Council authorized a contract with Accela, Inc. to provide a permit and land management system. Additional professional services are necessary to implement the system. Staff recommends amending the agreement in order to provide the necessary professional services to complete the implementation of the system at a cost of $21,000, which will result in a new total contract amount not to exceed $567,672.

Discussion
The permit and land management system is one of the most widely used applications by City staff. Approximately 300 City staff use the system to manage building permits and inspections, code enforcement activities, planning applications, fire inspections, rent control records, city clerk fees, and public works permits.

A 2011 RFP process solicited proposals from vendors capable of providing permit and land management systems for a number of departments in the City. Purchase of a new system was required due to the legacy system, Permits Plus, being retired and no 1 longer supported by the vendor. The original contract was awarded by Council on November 22nd, 2011 and executed by the City Manager in 2012. Since then, additional professional services have been identified and are required to complete the implementation of the new system from Accela, Inc. These services include implementation of additional fees implemented by the City since the time of the original Request for Proposals (RFP).

The need for additional professional services requires additional funding. Staff recommends a first modification to the contract in the amount of $21,000 for the additional professional services.

Contractor Selection
In 2011, the City published an RFP for a permit and land management system. Five proposals were received and evaluated based on cost, technology solution, experience on projects of a similar nature and the ability to meet the City's business requirements.

Based on these criteria, Accela, Inc. was recommended as the best bidder to provide a permit and land management system in accordance with the City's specifications. This modification would enable Accela, Inc. to complete the implementation.

Financial Impacts & Budget Actions
The contract amendment to be executed with Accela, Inc. is $21,000, for an amended contract total not to exceed $567,672. Funds are available in the FY 2014-15 budget in division 01321; contract will be charged to account 01321.533580.

Prepared by: Andy Pong, Lead Systems Analyst-Permitting Systems Approved: Forwarded to Council:

Jony won pay lay
Rod Gould
Director, Information Systems City Manager
2 Web-Based Permit Tracking ?- • Land Management System - City of Sa-ia Monica Page 2 of 3 used by government agencies across the United States, including Napa County, Monterey County, City of Alameda and the City of Sacramento within California.

Implementation of a new system from Accela would ensure the City's ability to maintain its current functionality while adding new features, such as mobile inspections, enhanced workflow, mobile applets and a seamless integration with the City's GIS System.

Discussion
On August 11, 2011, the City issued a Request for Proposals (RFP) for the implementation of a web-based land management system. The RFP was posted on Planet Bids, the City's online bidding system, for three weeks. Five responses were received. A selection committee comprised of staff from Building and Safety, the Fire Department and Information Systems evaluated proposals. After careful review, the selection committee determined that Accela was the best bidder. The committee based its decision on the relative cost of the system, Accela's ability to provide seamless integration with existing systems such as the City's electronic plan check system (ProjectDox), the City's document management system (Laserfiche), the City's interactive voice and web response systems (Selectron) as well as the company's stability, technical expertise and ability to meet all the requirements of the web-based land management RFP.

To replace the City's legacy permitting system, staff recommends that the City enter into a professional services agreement with Accela for the implementation of the Accela Automation land based management system.

Financial Impacts & Budget Actions
The contract amount to be awarded to Accela will not exceed $546,672 over the next five years. Funds in the amount of $390,000 for implementation, data migration, training and the first year of maintenance are available in the account at C018012.589000. Budget authority for subsequent years of maintenance will be requested in each budget cycle for Council approval.

Future funding is contingent upon Council approval. If the necessary funds for subsequent fiscal years are not approved by City Council, the agreement will allow for termination of further services without penalty at the sole discretion of the City.

Prepared by: Cheng-Wei Pong, Systems Analyst - Permitting Systems.

Approved: Forwarded to Council:
http://www01.smgov.net/cityclerk/council/agendas/2011/20111122/s2011112203-F.htm 11/22/2011

Web-Based Permit Tracking ard Land Management System - City of Sorta Monica Page 3 of 3 Jory Wolf Rod Gould
Chief Information Officer, City Manager
Information Systems
http://www01.smgov.net/cityclerk/council/agendas/2011/20111122/s2011112203-F.htm 11/22/2011

Santa Monica City CouncilJanuary 25, 2022

Santa Monica City Council
January 25, 2022