HomeMy WebLinkAbout2020-03-31 - AGENDA REPORTS - AWARD OF LAND MANAGEMENT SYSTEM CONTR (2)O
Agenda Item: 2
P
CITY OF SANTA CLARITA AGENDA REPORT
SPECIAL MEETING ITEMS
CITY MANAGER APPROVAL:1
DATE: March 31, 2020
SUBJECT: AWARD OF LAND MANAGEMENT SYSTEM CONTRACT
DEPARTMENT: Administrative Services
PRESENTER: Benny Ives
RECOMMENDED ACTION
City Council:
1. Award a three-year contract, with two optional one-year renewals at the City's discretion, to
Accela, Inc., for the continued use of Accela's Land Management/Permitting system, for a
total amount not to exceed $1,064,494.51.
2. Appropriate funding for user licensing, annual support, hosting, and maintenance, including
upgrades, from the General Fund (100) to Technology Services expenditure account 12200-
5161.001 in the amount of $65,015 in Fiscal Year 2019-20, and appropriate $198,295 in
Fiscal Year 2020-21, $208,209 in Fiscal Year 2021-22, $217,186 in Fiscal Year 2022-23,
$223,702 in Fiscal Year 2023-2024, and $152,088 in Fiscal Year 2024-2025 contingent upon
the appropriation of funds in the annual budget for such fiscal years.
3. Authorize the City Manager or designee to execute all contracts and associated documents,
subject to City Attorney approval.
BACKGROUND
In 2015, the City Council approved a five-year contract valued at $2.1 million with Accela, Inc.,
(Accela) for a Land Management (aka Permitting) System to serve as an upgrade to the City of
Santa Clarita's (City) original system, Tidemark. The contract included one-time costs associated
with implementation and data migration, project contingency, and three years of annual support,
hosting, and maintenance, all of which are set to expire in March 2020.
The Accela system is used to facilitate all daily aspects of managing the issuance of permits for
all parcels, buildings, land -use, and other devel opment/bui I ding activity in the City. Primary
users of the system include Building & Safety, Engineering Services, Planning, Traffic, and the
Page 1
Packet Pg. 11
O
general public. Some of the key functionalities include:
• Ability for citizens to create, apply, and pay for permits online without the need to visit
City Hall in person;
• Automated workflows provide streamlined experience for citizens, contractors, and daily
internal users when performing plan checks, assessing and collecting fees, and issuing
permits and certificates of occupancy;
• Integrated electronic document review tied to parcel information;
• Web -based system allowing for remote management from any location/device with
internet connectivity;
• Inspector mobile application for signing off inspections onsite; and
• Ability to integrate Community Preservation cases to keep track of any issues that need to
be addressed prior to any new permitting.
Since the system went live in November of 2017, Accela has issued more than 10,000 permits
with construction valued at over $800 million and resulted in more than 67,000 inspections.
This item seeks City Council's authorization to enter into a new contract with Accela for an
initial three-year term at a cost of $614,875.92; with two optional one-year renewals at the City's
discretion, which if exercised, shall bring the contract total to an amount not to exceed
$1,064,494.51. The total cost includes user licensing/hosting fees, support/maintenance, and
upgrades and feature enhancements throughout the term of the agreement.
ALTERNATIVE ACTION
Other action as determined by the City Council
FISCAL IMPACT
Upon approval of the recommended action, the budget will be adjusted accordingly. Funds for
future fiscal years are contingent upon appropriation of monies by the City Council during the
annual budget process.
ATTACHMENTS
Accela Contract and Order Form
Page 2
Packet Pg. 12
2.a
�� 2633 Camino Ramon, Suite 500
San Ramon, CA 94583
Bill To:
City of Santa Clarita
23920 Valencia Blvd., Suite 290
Santa Clarita, California, 91355
United States
Billing Contact: Ryan Drake
Billing Phone: (661) 286-4075
Billing Email Address: RDRAKE@santa-clarita.com
Proposed by: Becky O'Brien
Contact Phone: (925) 359-3334
Contact Email: robrien@accela.com
Quote ID: Q-16486
Valid Through: 03/12/2020
Currency: USD
Ship To:
City of Santa Clarita
23920 Valencia Blvd., Suite 290
Santa Clarita, California, 91355
United States
Services
Start Date
End Date
Term
(Mths)
Unit Price
Quantity
Total Price
Accela Citizen Access - Subscription
Population
03/13/2020
03/12/2021
12
$0.03
177,601.00
$5,664.89
Accela Civic Platform - Subscription User
03/13/2020
i 03/12/2021
12
$1,857.72
100.00
$189,379.02
Total
$195,043.91
Services
Year 2
Start Date
End Date
Term
(months)
Unit Price
Quantity
Total Price
Accela Citizen Access - Subscription
Population
03/13/2021
03/12/2022
12
$0.03
177,601.00
$5,948.13
Accela Civic Platform - Subscription User
03/13/2021
03/12/2022
12
$1,913.45
100.00
$198,847.97
Total
$204,796.10
Services
Year 3
Start Date
End Date
Term
(months)
Unit Price
Quantity
Total Price
Accela Citizen Access - Subscription
Population
03/13/2022
03/12/2023
12
$0.03
177,601.00
$6,245.54
Accela Civic Platform - Subscription User
03/13/2022
03/12/2023
12
$1,970.85
100.00
$208,790.37
Total
$215,035.91
-1-
Accela Order Form opid:0-028160
Packet Pg. 13
2.a
Services
OPTIONAL Year 4
Start Date
End Date
Term
(months)
Unit Price
Quantity
Total Price
Accela Citizen Access - Subscription
Population
03/13/2023
03/12/2024
12.00
$0.03
177,601.00
$6,432.91
Accela Civic Platform - Subscription User
03/13/2023
03/12/2024
12.00
$2,029.98
100.00
$215,054.08
Total
$221,486.99
Services
OPTIONAL Year 5
Start Date
End Date
Term
(months)
Unit Price
Quantity
Total Price
Accela Citizen Access - Subscription
Population
03/13/2024
03/12/2025
12.00
$0.04
177,601.00
$6,625.90
Accela Civic Platform - Subscription User
03/13/2024
03/12/2025
12.00
$2,090.88
100.00
$221,505.70
Total
$228,131.60
-2-
Accela Order Form opid:0-028160
Packet Pg. 14
2.a
General Information
Governing Agreement(s)
This Order Form will be governed by the applicable terms and conditions. If those terms and conditions are non-
existent, have expired or have otherwise been terminated, the following terms will govern as applicable, based on
the Customer's purchase: www.accela.com/terms.
Order Terms
Order Start Date
Unless otherwise specified in the Special Order Terms:
• Software Licenses & Subscriptions start on the date of delivery by Accela;
• Hosting and Support start on Accela's delivery of the software hosted and/or supported;.
Order Duration
Unless otherwise specified in the Special Order Terms:
• Subscriptions continue from the Order Start Date through the number of months listed in this Order Form
(or if not listed, twelve (12) months).
• Any Software Licenses or Hardware are one-time, non-refundable purchases.
• Hosting and Support continue from the Order Start Date through the number of months listed in this
Order Form (or if not listed, twelve (12) months).
• Professional Services continue for the duration as outlined in the applicable Statement of Work, Exhibit or
the Governing Agreement, as applicable.
Special Order Terms
This Order Form replaces all previous order forms for the terms listed above and will govern the Software,
Maintenance, and/or Services items listed on this Order Form.
• In the event of an inconsistency between this Order Form, any governing agreement, purchase order, or
invoice, the Order Form shall govern as it pertains to this transaction.
• For Software Licenses, Accela may terminate this Order Form in the event the Software is phased out
across Accela's customer base. In such event, Accela will provide Customer sufficient no less than 45-days
advance notice and the parties will mutually agree to a migration plan for converting Customer to another
Accela generally -available offering with comparable functionality.
• Customer is entitled to receive Accela Standard Support as negotiated in the applicable terms and
conditions for its two (2) environments -- Production and Support.
• Customer will receive two (2) complimentary passes to Accela's annual user conference for each year of
the Term.
-3-
Accela Order Form opid:0-028160
Packet Pg. 15
2.a
Payment Terms
Currency
USD
Invoice Date
Unless otherwise stated in the Special Payment Terms, Invoice for the Grand Total $ above will be issued on the
Order Start Date.
Payment Due Date
Unless otherwise stated in the Special Payment Terms or the Governing Agreement(s), all payments are due on the
Invoice Date and payable net 30 days.
Special Payment Terms
As reflected in this Order Form, Services Years 1 through 3 are subject to an annual 5% uplift. Services Optional
Years 4 and 5 are subject to an annual 3% uplift.
Purchase Order
If Customer requires PO number on invoices, it must be provided to the right and Customer
PO#
must provide Accela with a copy of the PO prior to invoice issuance. If no PO number provided
prior to invoice issuance date, invoices issued on this Order Form will be valid without a PO
reference.
Accela
Customer
By:
(Signature)
By:
(Signature)
(Print Name)
(Print Name)
Its:
(Title)
Its:
(Title)
Dated:
(Month, Day, Year)
Dated:
(Month, Day, Year)
-4-
Accela Order Form opid:0-028160
Packet Pg. 16
2.a
EAccela
ACCELA SUBSCRIPTION SERVICES AGREEMENT
This Accela Subscription Services Agreement (this "Agreement") is entered into as of the date of the applicable Order, as
defined below, that incorporates these terms (the "Effective Date") by and between Accela, Inc. and the entity identified
in such Order ("Customer").
1. DEFINITIONS
1.1. "Accela Systems" means the information technology infrastructure used by or on behalf of Accela in performing
the Subscriptions Services, including all computers, software (including but not limited to Accela Software), hardware,
databases, electronic systems (including database management systems), and networks, whether operated directly by
Accela or its third party suppliers.
1.2. "Aggregate Data" means data and information related to Customer's use of the Subscription Services, including
anonymized analysis of all data processed in the Subscription Services, that is used by Accela in an aggregate and
anonymized manner, including compiling statistical and performance information related to the provision and operation
of the Services.
1.3. "Authorized User" means one named employee, contractor or agent of Customer (each identified by a unique
email address) for whom Customer has purchased a subscription to the Subscription Services and who is authorized by
Customer to access and use the Services under the rights granted to Customer pursuant to this Agreement.
1.4. "Consulting Services" means non -essential packaged or time and materials consulting, review, training or other
services (but excluding Subscription and Support Services) delivered by Accela to Customer pursuant an Order. A
description of the current Consulting Services Description & Policy is attached herein. The Policy may be updated by Accela
from time to time, upon notice to Customer.
1.5. "Customer Data" means the content, materials, and data that Customer, Authorized Users, and External Users
enter into the Subscription Services. Customer Data does not include any component of the Subscription Services, material
provided by or on behalf of Accela, or Aggregate Data.
1.6. "Documentation" means the then -current technical and functional user documentation in any form made
generally available by Accela for the Subscription Services.
1.7. "External Users" means third party users of the Subscription Services that access the public -facing interfaces of
the Subscription Services to submit queries and requests to facilitate communications between such third party and
Customer.
1.8. "Intellectual Property Rights" means patent rights (including, without limitation, patent applications and
disclosures), copyrights, trade secrets, know-how, and any other intellectual property rights recognized in any country or
jurisdiction in the world.
1.9. "Order" means an Accela order form or other mutually acceptable document fully executed between Customer
and Accela that incorporates this Agreement.
1.10. "Periodic Data Extract" means a database -level export of Customer's CIVP database that Accela will place on
Accela's FTP site for security transfer to Customer.
1.11. "Service Availability Policy" means the Accela Availability and Security Policy attached herein. The Policy may be
updated by Accela from time to time, upon notice to Customer.
1.12. "Subscription Services" means the civic administration services, comprised of the Accela System, Software, and
Support Services, to which Customer may license access to in accordance with the terms herein.
1.13. "Software" means any software (including client software for Authorized Users' devices) and Documentation that
Accela uses or makes available as part of the Subscription Services.
1.14. "Support Services" means those technical and help services provided by Accela in accordance with the
Consolidated SaaS Support Policy attached herein. The Policy may be updated by Accela from time to time, upon notice
to Customer.
1.15. "Subscription Period" means the duration of Customer's authorized use of the Subscription Services as
designated in the Order.
2. USAGE AND ACCESS RIGHTS
2.1. Right to Access. Subject to the terms and conditions of this Agreement, Accela hereby grants to Customer a limited,
non-exclusive, non -transferable right and license during the Subscription Period, to permit: (i) Authorized Users to access
Accela Rev 20191205
Packet Pg. 17
2.a
EAccela
and use the internal and administrative interfaces of the Subscription Services in accordance with the Documentation to
support Customer's internal business purposes and (ii) its External Users the ability to access and use the publicly available
interfaces to submit requests and information to Customer. Each instance of the Subscription Service shall be provisioned
with the amount of storage set forth in the Order and additional storage may be purchased at the then -current rates.
2.2. Support Services & Availability. During the Subscription Period, Accela shall provide to Customer the Support
Services specified in the Order and shall make all commercially reasonable efforts to attain the service levels specified in
the applicable policies. The remedies set forth in the Support Services & Service Level Policies are the sole and exclusive
remedies for any breach of the service levels. Customer grants Accela a royalty -free, worldwide, transferable, sub -
licensable, irrevocable, perpetual license to use or incorporate into its software or services any suggestions or other
feedback provided by Customer or Authorized Users relating to the operation or features of the Subscription Services.
2.3. Consulting Services. Customer may purchase Consulting Services from Accela by executing an Order for such
services. All prices are exclusive of travel and expenses, which will be invoiced at actual cost, without markup, and will
comply with the Accela's services policies then in effect or as otherwise agreed in the applicable Order. If applicable, one
Consulting Services day shall be equal to eight (8) hours.
2.4. Restrictions on Use. Customer shall not, and shall not permit others to,
(i) use or access the Subscription Services in any manner except as expressly permitted by the Agreement,
including but not limited to, in a manner that circumvents contractual usage restrictions set forth in this
Agreement;
(ii) license, sub -license, sell, re -sell, rent, lease, transfer, distribute, time share or otherwise make any portion
of the Subscription Services available for access by third parties except as otherwise expressly provided
herein;
(iii) use the Subscription Service in a way that:
(a) violates or infringes upon the rights of a third party, or
(b) stores or transmits unlawful material or malicious code or viruses;
(iv) create derivative works, reverse engineer, decompile, disassemble, copy, or otherwise attempt to derive
source code or other trade secrets from or about any of the Subscription Services (except to and only to
the extent such rights are proscribed by law);
(v) interfere with or disrupt the security, integrity, operation, or performance of the Subscription Services;
(vi) access, use, or provide access or use to the Subscription Services or Documentation for the purposes of
competitive analysis or the development, provision, or use of a competing software, SaaS or product or
any other purpose that is to Accela's detriment or commercial disadvantage;
(vii) provide access to the Subscription Services to competitors of Accela;
(viii) access or use components of the Subscription Service not licensed by Customer;
(ix) use or allow the use of the Subscription Services by anyone located in, under the control of, or that is a
national or resident of a U.S. embargoed country or territory or by a prohibited end user under Export
Control Laws (as defined in Section 12.3);
(x) remove, delete, alter or obscure any trademarks, Documentation, warranties, or disclaimers, or any
copyright, trademark, patent or other intellectual property or proprietary rights notices from any
Subscription Services; or
(xi) access or use the Subscription Services in, or in association with, the design, construction, maintenance,
or operation of any hazardous environments, systems or applications, any safety response systems or
other safety -critical applications, or any other use or application in which the use or failure of the
Subscription Services could lead to personal injury or severe physical or property damage.
2.5. Ownership. Accela retains all Intellectual Property Rights, including all rights, title and license to the Subscription
Service, Software, Accela System, Support Services, Consulting Services, and Aggregate Data, any related work product of
the foregoing and all derivative works thereof by whomever produced; provided however, that to the extent such
materials are delivered to Customer as part of the Subscription, Consulting or Support Services then Customer shall receive
a limited license consistent with the terms of Section 2 to use such materials during the Subscription Period.
2.6. Customer's Responsibilities. Customer will (i) be responsible for meeting Accela's applicable minimum system
requirements for use of the Subscription Services set forth in the Documentation; (ii) be responsible for Authorized Users'
compliance with this Agreement and for any Authorized User's other activity () occurring under Customer's account; (iii)
be solely responsible for the accuracy, quality, integrity and legality of Customer Data; (iv) use commercially reasonable
Accela Rev 20191205
Packet Pg. 18
2.a
EAccela
efforts to prevent unauthorized access to or use of the Subscription Services and Customer Data under its account, and
notify Accela promptly of any such unauthorized access or use, and; (v) use the Subscription Services only in accordance
with the applicable Documentation, laws and government regulations.
3. PAYMENT TERMS
3.1. Purchases Directly from Accela. Except as otherwise set forth in an Order, Subscription fees shall be invoiced
annually in advance and such fees shall be due and payable on the first day of the Subscription and on each anniversary
thereafter for each renewal, if any. All other invoices shall be due and payable net 30 from the date of the applicable
invoice. Service Credits, as defined and calculated in the Accela Uptime Security Policy as negotiated by the Parties, shall
be issued as a credit against any fees owed by Customer, or if Customer does not owe any additional fees, then Accela will
pay Customer the amount of the applicable Service Credit within thirty (30) days after the end of the calendar month in
which such credit accrued. All undisputed amounts payable to Accela under this Agreement shall be paid by Customer in
full without any setoff, deduction, debit, or withholding for any reason. Any late payments shall be subject to an additional
charge of the lesser of 1.5% per month or the maximum permitted by law. All Subscription fees are exclusive of any taxes,
levies, duties, withholding or similar governmental assessments of any nature (collectively, "Taxes"). If any such Taxes are
owed or payable for such transactions, they shall be paid separately by Customer without set-off to the fees due Accela.
4. CONFIDENTIALITY
As used herein, "Confidential Information" means all confidential information disclosed by a one party to this Agreement
to the other party of this Agreement that is designated as confidential in writing. However, Confidential Information will
not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to
the disclosing party, (ii) was known to the receiving party prior to its disclosure without breach of any obligation owed to
the disclosing party, (iii) is received without restriction from a third party without breach of any obligation owed to the
disclosing party, or (iv) was independently developed by the receiving party. Each party will use the same degree of care
that it uses to protect the confidentiality of its own confidential information of like kind (but in no event less than
reasonable care) not to disclose or use any Confidential Information except as permitted herein, and will limit access to
Confidential Information to those of its employees, contractors and agents who need such access for purposes consistent
with this Agreement and who are bound to protect such Confidential Information consistent with this Agreement. The
receiving party may disclose Confidential Information if it is compelled by law to do so, provided the receiving party gives
the Disclosing Party prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance,
at the Disclosing Party's request and cost, to contest, limit, or protect the disclosure.
5. CUSTOMER DATA
5.1. Ownership. Customer reserves all its rights, title, and interest in and to the Customer Data. Upon request, Accela
will provide Customer with a Periodic Data Extract of Customer Data at most once per calendar quarter. No rights are
granted to Accela hereunder with respect to the Customer Data, except as otherwise set forth explicitly in Section 5.
5.2 Usage. Customer shall be responsible for Customer Data as entered in to, applied or used in the Subscription
Services. Customer acknowledges that Accela generally does not have access to and cannot retrieve lost Customer Data.
Customer grants to Accela the non-exclusive right to process Customer Data (including personal data) for the sole purpose
of and only to the extent necessary for Accela: (i) to provide the Subscription Services; (ii) to verify Customer's compliance
with the restrictions set forth in Section 2.4 (Restrictions) if Accela has a reasonable belief of Customer's non-compliance;
and (iii) as otherwise set forth in this Agreement. Accela may utilize the information concerning Customer's use of the
Subscription Services (excluding any use of Customer's Confidential Information) to improve Subscription Services, to
provide Customer with reports on its use of the Subscription Services, and to compile aggregate statistics and usage
patterns by customers using the Subscription Services. Under no circumstances shall Accela transmit any Customer Data
provided by the Customer to third parties without Customer's separate written approval and consent if not for the benefit
of Customer.
5.3 Use of Aggregate Data. Customer agrees that Accela may collect, use and disclose Aggregate Data derived from
the use of the Subscription Services for industry analysis, benchmarking, analytics, marketing and other business purposes.
All Aggregate Data collected, used and disclosed will be in aggregate form only and will not identify Customer, its
Authorized Users or any third parties utilizing the Subscription Services.
Accela Rev 20191205
Packet Pg. 19
2.a
EAccela
6. WARRANTIES AND DISCLAIMERS
6.1. Accela Subscription Services Warranty. During the Subscription Period, Accela warrants that Subscription Services
shall perform materially in accordance with the applicable Documentation. As Customer's sole and exclusive remedy and
Accela's entire liability for any breach of the foregoing warranty, Accela will use commercially reasonable efforts to (a)
repair the Subscription Services in question; (b) replace the Subscription Services in question with those of substantially
similar functionality; or (c), after making all commercially reasonable attempts to do the foregoing, terminate the
applicable Subscription Services and refund all unused, prepaid fees paid by Customer for such non -compliant Subscription
Services.
6.2. Consulting Services. For ninety (90) days from the applicable delivery, Accela warrants that Consulting Services
shall be performed in a professional and workmanlike manner. Accela will use commercially reasonable efforts to (a) re -
perform the Consulting Services in a compliant manner; or, after making all commercially reasonable attempts to do the
foregoing (b) refund the fees paid for the non -compliant Consulting Services.
6.3. Disclaimers. EXCEPT AS EXPRESSLY PROVIDED HEREIN, ACCELA MAKES NO WARRANTY OF ANY KIND, WHETHER
EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING
ANY IMPLIED WARRANTY OF MERCHANTABILITY, SECURITY, FITNESS FOR A PARTICULAR PURPOSE OR NON -
INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
6.4. Cannabis -Related Activities. If Customers purchases any Subscription Services for use with any cannabis -related
activities, the following additional disclaimers shall apply: Accela is considered a software service provider to its customers
and not a cannabis- related business or agent thereof. In addition to the foregoing, Accela only retains Subscription
Services fees of this Agreement from its Customer for general software services, a state or local government agency, and
does not retain these fees from any type of External Users. It is the sole responsibility of the Customer to offer state law
compliant services, which may be coordinated and facilitated through the use of the Subscription Services. Accela makes
no representations, promises, or warranties with respect to the legality, suitability, or otherwise regarding any third -party
provider, including partners, and have no responsibility or liability with respect to services provided to Customer by such
third parties.
7. INDEMNIFICATION. Accela will defend (or at Accela's option, settle) any third -party claim, suit or action brought
against Customer to the extent that it is based upon a claim that the Subscription Services, as furnished by Accela
hereunder, infringes or misappropriates the Intellectual Property Rights of any third -party, and will pay any costs, damages
and reasonable attorneys' fees attributable to such claim that are finally awarded against Customer, provided that
Customer provides (a) Accela notice of such claim as soon practical and in no event later than would reasonably permit
Accela to respond to such claim, (b) reasonable cooperation to Accela, at Accela's expense, in the defense and/or
settlement of such claim and (c) Accela the sole and exclusive control of the defense, litigation and settlement of such
claim. The Customer shall have the right to counsel of its choice at its own expense. In the event that Accela reasonably
believes, , that such claim may prevail or that the usage of the Subscription Services may be joined, Accela may seek to (a)
modify the Subscription Services such that it will be non -infringing (provided such modification does not materially reduce
the functionality or performance of Customer's installed instance); (b) replace the Subscription Services with a service that
is non -infringing and provides substantially similar functionality and performance; or, if the first two options are not
commercially practicable, (c) terminate the remainder of the Subscription Period and refund any, pre -paid, unused fees
received by Accela. Accela will have no liability under this Section 7 to the extent any claims arise from (i) any combination
of the Subscription Services with products, services, methods of a third party;
(i) a modification of the Subscription Services that were either implemented by anyone other than Accela or implemented
by Accela in accordance with Customer specifications; (iii) any use of the Subscription Services in a manner that violates
this Agreement or the instructions given to Customer by Accela; (iv) a version of the Subscription Services other than the
current, fully patched version, provided such updated version would have avoided the infringement; (v) Customer's breach
of this Agreement. THIS SECTION 7 STATES THE ENTIRE OBLIGATION OF ACCELA AND ITS LICENSORS WITH RESPECT TO
ANY ALLEGED OR ACTUAL INFRINGEMENT OR MISAPPROPRIATION OF INTELLECTUAL PROPERTY RIGHTS RELATED TO THIS
AGREEMENT.
8. LIMITATION OF LIABILITY
EXCEPT FOR LIABILITY ARISING OUT OF EITHER PARTY'S LIABILITY FOR DEATH OR PERSONAL INJURY OR CUSTOMER'S
Accela Rev 20191205
Packet Pg. 20
2.a
EAccela
BREACH OF SECTION 2, NEITHER PARTY'S AGGREGATE LIABILITY FOR DAMAGES ARISING OUT OF OR IN CONNECTION
WITH THIS AGREEMENT OR FROM THE USE OF OR INABILITY TO USE THE SERVICE, WHETHER IN CONTRACT, TORT OR
UNDER ANY OTHER THEORY OF LIABILITY, SHALL EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER HEREUNDER IN THE
TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE INCIDENT. EXCEPT FOR LIABILITY ARISING OUT OF
CUSTOMER'S BREACH OF SECTION 2 OR EITHER PARTY'S LIABILITY FOR DEATH OR PERSONAL INJURY, IN NO EVENT SHALL
EITHER PARTY OR ANY OTHER PERSON OR ENTITY INVOLVED IN CREATING, PRODUCING OR DELIVERING THE SERVICE BE
LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF
DATA OR LOSS OF GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF
SUBSTITUTE PRODUCTS OR SERVICES, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR FROM THE USE
OF OR INABILITYTO USE THE SUBSCRIPTION SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING
NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGALTHEORY. THE FOREGOING EXCLUSIONS APPLY WHETHER OR NOT
A PARTY HAS BEEN INFORMED OFTHE POSSIBILITY OF SUCH DAMAGE, AND EVEN IFA LIMITED REMEDYSET FORTH HEREIN
IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
9. SECURITY
Accela has implemented commercially viable and reasonable information security processes, policies and technology
safeguards to protect the confidentiality and integrity of Customer Data, personal data protect against reasonably
anticipated threats. Customer acknowledges that, notwithstanding security features of the Subscription Services, no
product, hardware, software or service can provide a completely secure mechanism of electronic transmission or
communication and that there are persons and entities, including enterprises, governments and quasi- governmental
actors, as well as technologies, that may attempt to breach any electronic security measure. Subject only to its limited
warranty obligations set forth in Section 6, Accela will have no liability for any such security breach, except as imposed by
law. Customer further acknowledges that the Subscription Services is not guaranteed to operate without interruptions,
failures, or errors. If Customer or Authorized Users use the Subscription Services in any application or environment where
failure could cause personal injury, loss of life, or other substantial harm, Customer assumes any associated risks and will
indemnify Accela and hold it harmless against those risks.
10. THIRD PARTY SERVICES
Customer may choose to obtain a product or service from a third -party that is not directly produced by Accela as a
component of the Subscription Services ("Third Party Services") and this may include third -party products resold by Accela.
Accela assumes no responsibility for, and specifically disclaims any liability, warranty or obligation with respect to, any
Third -Party Service or the performance of the Subscription Services (including Accela's service level commitment) when
the Subscription Services are used in combination with or integrated with Third -Party Services.
11. TERM AND TERMINATION
11.1. Agreement Term. This Agreement shall become effective on the Effective Date and shall continue in full force and
effect until the expiration of any Subscription Periods set forth in an applicable Order governed by the Agreement.
11.2. Subscription Periods & Renewals. Subscription Periods begin as specified in the applicable Order and, unless
terminated earlier in accordance with this Agreement, continue for the term specified therein. Except as otherwise
specified in the applicable Order, (a) all Subscriptions will automatically renew for additional Subscription Periods equal to
the expiring Subscription Period, unless either party gives the other at least sixty (60) days' notice of non -renewal before
the end of the relevant Subscription Period and (b), Orders may only be cancelled or terminated early in accordance with
Section 11.3. Subscription Services renewals may be subject to an annual increase not to exceed 7% in each calendar year,
for which Accela shall provide Customer notice prior to the renewal of the Subscription Term. In the event of any non -
renewal or other termination, Customer's right to use the Subscription Services will terminate at the end of the relevant
Subscription Period.
11.3. Termination or Suspension for Cause. A party may terminate this Agreement and Subscription Services license
granted hereunder for cause upon thirty
(30) days' written notice to the other party of a material breach if such breach remains uncured at the expiration of such
thirty (30) day period. Either party may terminate immediately if the other party files for bankruptcy or becomes insolvent.
Accela may, at is sole option, suspend Customer's or any Authorized User's access to the Subscription Services, or any
portion thereof, immediately if Accela: (i) suspects that any person other than Customer or an Authorized User is using or
Accela Rev 20191205
Packet Pg. 21
2.a
EAccela
attempting to use Customer Data; (ii) suspects that Customer or an Authorized User is using the Subscription Services in a
way that violates this Agreement and could expose Accela or any other entity to harm or legal liability; (iii) is or reasonably
believes it is required to do so by law or court order or; (iv) Customer's payment obligations are more than ninety (90) days
past due, provided that Accela has provided at least thirty (30) days' notice of such suspension for delinquent payment.
Should Customer terminate this Agreement for cause, Accela will refund a pro-rata portion of unused, pre -paid fees.
11.4. Effect of Termination. If this Agreement expires or is terminated for any reason: (i) within thirty (30) calendar days
following the end of Customer's final Subscription Period, upon Customer's request Accela provided Customer Data and
associated documents in a database dump file; provided that Customer pays (a) all costs of and associated with such
copying, as calculated at Accela's then -current time -and -materials rates or as otherwise mutually agreed by the Parties,
and (b) any and all unpaid amounts due to Accela; (ii) licenses and use rights granted to Customer with respect to
Subscription Services and intellectual property will immediately terminate; and
(ii) Accela's obligation to provide any further services to Customer under this Agreement will immediately terminate,
except as mutually agreed in writing. If the Subscription Services are nearing expiration date or are otherwise terminated,
Accela will initiate its data retention processes, including the deletion of Customer Data from systems directly controlled
by Accela. Accela's current Data Storage Policy can be accessed www.accela.com/terms/.
11.5. Survival. Sections 2.5 (Ownership and Proprietary Rights), 4 (Confidentiality), 6.3 (Disclaimer), 8 (Limitation of
Liability), 11.4 (Effect of Termination), 11.5 (Surviving Provisions), and 12 (General Provisions) will survive any termination
or expiration of this Agreement.
12. GENERAL
12.1. Notice. Except as otherwise specified in this Agreement, all notices, permissions and approvals hereunder will be
in writing and will be deemed to have been given upon: (i) personal delivery; (ii) three days after sending registered, return
receipt requested, post or; (iii) one day after sending by commercial overnight carrier. Notices will be sent to the address
specified by the recipient in writing when entering into this Agreement or establishing Customer's account for the
Subscription Services.
12.2. Governing Law and Jurisdiction. This Agreement and any action related thereto will be governed by the laws of the
State of California without regard to its conflict of laws provisions. The exclusive jurisdiction and venue of any action related
to the subject matter of this Agreement will be the state and federal courts located in the Central District of California and
each of the parties hereto waives any objection to jurisdiction and venue in such courts.
12.3. Compliance with Laws. Each party will comply with all applicable laws and regulations with respect to its activities
under this Agreement including, but not limited to, export laws and regulations of the United States and other applicable
jurisdictions. Further, in connection with the services performed under this Agreement and Customer's use of the
Subscription Services, the Parties agree to comply with all applicable anti -corruption and anti -bribery laws, statutes and
regulations.
12.4. Assignment. Neither party shall assign or transfer this Agreement, whether by operation of law or otherwise,
without the prior written consent of the other party, which shall not be unreasonably withheld. Any attempted assignment
or transfer, without such consent, will be null and void. Subject to the foregoing, this Agreement will bind and inure to the
benefit of the parties, their respective successors and permitted assigns.
12.5. Publicity. Notwithstanding anything to the contrary, each party will have the right to publicly announce the
existence of the business relationship between parties without disclosing the specific terms of the Agreement.
12.6. Miscellaneous. No failure or delay by either party in exercising any right under this Agreement will constitute a
waiver of that right. Other than as expressly stated herein, the remedies provided herein are in addition to, and not
exclusive of, any other remedies of a party at law or in equity. If any provision of this Agreement is held by a court of
competent jurisdiction to be unenforceable , the provision will be modified by the court and interpreted so as best to
accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of
this Agreement will remain in effect. Accela will not be liable for any delay or failure to perform under this Agreement to
the extent such delay or failure results from circumstances or causes beyond the reasonable control of Accela. This
Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or similar relationship between the
parties. This Agreement, including any attachments hereto as mutually agreed upon by the Parties, constitute the entire
agreement between the Parties concerning its subject matter and supersedes all prior communications, agreements,
proposals or representations, written or oral, concerning its subject matter. No modification, amendment, or waiver of
Accela Rev 20191205
Packet Pg. 22
2.a
EAccela
any provision of this Agreement will be effective unless in writing and signed by a duly authorized representative of each
party against whom the modification, amendment or waiver is to be asserted. Notwithstanding any language to the
contrary therein, no additional or conflicting terms or conditions stated in any of Customer's purchase order
documentation will be incorporated into or form any part of this Agreement, and all such terms or conditions shall be null
and void.
In WITNESS WHERE OF, the parties have indicated their acceptance of the terms of this Agreement by their signatures
below
ACCELA,INC.
Signature:
Name:
Title:
Date:
Accela Rev 20191205
.MAUGI► M
Signature:
Name:
Title:
Date:
Packet Pg. 23
EAccela
2.a
Accela, Inc.
Consolidated SaaS Support Policies
This document contains two policies, the Standard Support Services, Preferred
Support Services Policies. Please refer to the appropriate section, depending on the
level of Support Services you have purchased from Accela.
In the event you are unsure or wish to upgrade your Support Services Level, please
contact your account manager.
Packet Pg. 24
EAccela
2.a
Policy 1
Accela, Inc.
Standard SaaS Support Services Policy Dated: August 21, 2019
(as amended)
This Accela Standard SaaS Support Services Policy ("Support Policy") governs the terms under which Accela provides
Support Services and is subject to the SaaS services agreement ("Agreement") entered into between Accela the
recipient of such services ("Customer"). This Support Policy may be updated from time to time by Accela in its sole
discretion.
General Requirements and Hours of Operation
Ticketing Support: Accela will provide access to a ticketing system, which will be available twenty-four (24) hours per
day, seven (7) days per week. A qualified support specialist shall use commercially reasonably efforts to answer
questions and resolve problems regarding the Subscription Service from 4:00 A.M. until 6:00 P.M. Pacific Standard
Time Monday through Friday, excluding Accela's observed holidays.
Telephone Support: Accela's Customer Support Department, a live technical support facility, will be available to
Customer from 4:00 A.M. until 6:00 P.M. Pacific Standard Time Monday through Friday, excluding Accela's observed
holidays.
Online Support Material: Available twenty-four (24) hours, seven (7) days a week, Accela will make available to
Customer certain archived software updates and other technical information in Accela's online support databases
Agency Contacts: "Agency Contacts" are the individuals who will be the primary users of the Support Plan. You may
designate up to three (3) Agency Contacts and agree to let Accela know if they change.
Your Agency Contacts will be responsible for:
1. Overseeing your Agency's support case activity,
2. Developing and deploying troubleshooting processes within your Agency's organization.
Agency will ensure Agency Contacts:
A. Have completed the Administrator Training offered as part of Accela's implementation and adoption
programs.
B. Are knowledgeable about the Agency's configured solution in order to assist Accela in analyzing and
resolving technical issues.
C. Have a basic understanding of any problem that is the subject of a case, and the ability to reproduce the
problem in order to assist Accela in diagnosing and triaging the problem.
Submitting a Case: Agency Contacts may submit cases via:
A. the online support portal by logging into the Accela Success Community at https://success.accela.com and
selecting Get Support > Submit a case or
B. a telephone call to Customer Support as described below (For Severity Level and Severity Level issues,
Agency must call Customer Support)
Updates
Updates may address security fixes, critical patches, general maintenance functionality, and documentation and shall
be made available at Accela's discretion. Accela is under no obligation to develop any future functionality or
enhancements unless otherwise specified in the Agreement. If an update for the Service is made available to Customer
pursuant to this Support Policy, it will automatically replace the previous version of the applicable Service.
Where practical, Accela will schedule Updates during non -business hours and will provide Customers with advance
notice of all Updates.
Packet Pg. 25
EAccela
2.a
Upgrade/Downgrade of Severity Level
If, during the Support Request process, the issue either warrants assignment of a higher severity level than currently
assigned or no longer warrants the severity level currently assigned based on its current impact on the production
operation of the SaaS offering, then the severity level will be upgraded or downgraded accordingly to the severity
level that most appropriately reflects its current impact.
Customer Cooperation
Accela must be able to reproduce errors in order to resolve them. Agency agrees to cooperate and work closely with
Accela to reproduce errors, including conducting diagnostic or troubleshooting activities, implementation of fixes or
updates previously provided by Accela, or providing information as reasonably requested and appropriate. Also,
Agency Contacts may be asked to provide remote access to their Accela account and/or desktop system for
troubleshooting purposes.
Third Party Product Support
If any third -party software is not supplied by Accela, Accela disclaims all support obligations for such third -party
software, unless expressly specified by Accela in Customer's Agreement.
Quarterly APO Data Loads
Included with the Standard support plan is a quarterly upload of APO data to your hosted environment. This must be
requested following the methods outlined in the case submission process in this document. All APO load cases will be
addressed as a Sev3 severity level case.
Fxriminns
The following Support Exclusions are not covered by this Support Policy:
(a) Support required due to Customer's or any End User's or third party's misuse of the Services;
(b) Support during times outside of Accela's regular business hours stated above;
(c) Support necessitated by external factors outside of Accela's reasonable control, including any force majeure event
or Internet access or related problems beyond the Service demarcation point;
(d) Support of or caused by customizations (if outside of Accela's best practice recommendations), configuration
changes, scripting, or data loss caused by or on behalf of Customer or any End User;
(e) Support of or caused by Customer's or any End User's or third party's equipment, software or other technology
(other than third party equipment within Accela's direct control);
(f) Support to resolve or work -around conditions which cannot be reproduced in Accela's support environment and
(g) Support of any software add-ons supplied together with the Service (except where specified in the Agreement).
Any support services falling within these Support Exclusions may be provided by Accela at its discretion and, if so
provided, may be subject to additional pricing and support terms as specified by Accela.
Error Classification
Functional Definitions: For the purposes of error classification, essential or major functions include: data capture
features, SLA and alarming features, performance management features and application performance problem
resolution features.
Severity
Definition
Critical Severity Issue
Supported Product is non-functional orseriously
(Priority 1)
affected and there is no reasonable workaround
available (e.g. business is halted).
High Severity Issue
Supported Product is affected and there is no
(Priority 2)
workaround available or the workaround is impractical
(e.g. Supported Product response is very slow, day to
day operations continue but are impacted by the work
around).
Packet Pg. 26
EAccela
2.a
Medium Severity Issue
Support Product is non-functional however a
(Priority 3)
convenient workaround exists (e.g. non -critical feature
is unavailable or requires additional user intervention).
Low Severity Issue
Supported Product works, but there is a minor problem
(Priority 4)
1 (e.g. incorrect label, or cosmetic defect).
Target Initial Response Time. Accela will use commercially reasonable efforts to respond to each case within the
applicable response time described in the table below:
Target Initial Response Time by Case Severity
Severity Level
Target Initial Response Time
Priority 1
By end of business day'
Priority 2
1 business day'
Priority 3
3 business days'
Priority 4
5 business days'
Initial response times are including M-F, 4 am to 6 pm PT, excluding weekends and holidays. Severity Level Priority 1 and
Priority 2 cases must be submitted via telephone as described above. Severity Level Priority 1 and Priority 2 target initial
response times do not apply to cases submitted via email or electronically via the Accela Success Community. Initial
response and acknowledgement means a live support person had performed an initial review of the error ticket and does
not include an automated response.
Packet Pg. 27
EAccela
2.a
Policy 2
Accela, Inc.
Preferred SaaS Support Services Policy Dated: August 21, 2019
(as amended)
This Accela Preferred SaaS Support Services Policy ("Support Policy") governs the terms under which Accela provides
Support Services and is subject to the SaaS services agreement ("Agreement") entered into between Accela the
recipient of such services ("Customer"). This Support Policy may be updated from time to time by Accela in its sole
discretion. This policy only applies to Customers that have purchased Preferred Level Support.
General Requirements and Hours of Operation
Ticketing Support: Accela will provide access to a ticketing system, which will be available twenty-four (24) hours per
day, seven (7) days per week. A qualified support specialist shall use commercially reasonably efforts to answer
questions and resolve problems regarding the Subscription Service from 4:00 A.M. until 6:00 P.M. Pacific Standard
Time Monday through Friday, excluding Accela's observed holidays.
Telephone Support:
Accela Customer Support Department, a live technical support facility, will be available in English to your identified
Agency Contacts twenty-four hours a day, seven days a week (including weekends and holidays). Telephone support
will be handled via a dedicated Preferred Support line. Access to Accela self-service resources is available 240
through the Accela Success Community site. Cases may be handled by a triage agent, who will document the case and
route it to the appropriate Accela support engineer for resolution. Accela support engineers will follow through on
the case for the Agency Contacts. Actual resolution time will vary. Resolutions can take many forms — a workaround,
code update, user training, or other solution.
Online Support Material: Available twenty-four (24) hours, seven (7) days a week, Accela will make available to
Customer certain archived software updates and other technical information in Accela's online support databases
Agency Contacts: "Agency Contacts" are the individuals who will be the primary users of the Support Plan. You may
designate up to ten (10) Agency Contacts and agree to let Accela know if they change.
Your Agency Contacts will be responsible for:
1. Overseeing your Agency's support case activity,
2. Developing and deploying troubleshooting processes within your Agency's organization.
Agency will ensure Agency Contacts:
A. Have completed the Administrator Training offered as part of Accela's implementation and adoption
programs.
B. Are knowledgeable about the Agency's configured solution in order to assist Accela in analyzing and
resolving technical issues.
C. Have a basic understanding of any problem that is the subject of a case, and the ability to reproduce the
problem in order to assist Accela in diagnosing and triaging the problem.
Submitting a Case: Agency Contacts may submit cases via:
A. the online support portal by logging into the Accela Success Community at https://success.accela.com
and selecting Get Support > Submit a case or
B. a telephone call to Customer Support as described below (For Severity Level and Severity Level issues,
Agency must call Customer Support)
Updates
Updates may address security fixes, critical patches, general maintenance functionality, and documentation and shall
be made available at Accela's discretion. Accela is under no obligation to develop any future functionality or
enhancements unless otherwise specified in the Agreement. If an update forthe Service is made available to Customer
Packet Pg. 28
EAccela
2.a
pursuant to this Support Policy, it will automatically replace the previous version of the applicable Service.
Where practical, Accela will schedule Updates during non -business hours and will provide Customers with advance
notice of all Updates.
Upgrade/Downgrade of Severity Level
If, during the Support Request process, the issue either warrants assignment of a higher severity level than currently
assigned or no longer warrants the severity level currently assigned based on its current impact on the production
operation of the SaaS offering, then the severity level will be upgraded or downgraded accordingly to the severity
level that most appropriately reflects its current impact.
Customer Cooperation
Accela must be able to reproduce errors in order to resolve them. Agency agrees to cooperate and work closely with
Accela to reproduce errors, including conducting diagnostic or troubleshooting activities, implementation of fixes or
updates previously provided by Accela, or providing information as reasonably requested and appropriate. Also,
Agency Contacts may be asked to provide remote access to their Accela account and/or desktop system for
troubleshooting purposes.
Third Party Product Support
If any third -party software is not supplied by Accela, Accela disclaims all support obligations for such third -party
software, unless expressly specified by Accela in Customer's Agreement.
Named Technical Support Advisor
Accela will provide a named technical support advisor for any Preferred support plan holders. The technical
support advisor will have knowledge of the customers system and provide oversite for any support cases created
with Accela. They will also facilitate the following:
(1) Scheduled calls to review open support tickets with Accela and
(2) a monthly service review to review overall support performance.
Monthly APO Data Loads
Included with the Preferred support plan is a monthly upload of APO data to your hosted environment. This must be
requested following the methods outlined in the case submission process in this document. All APO load cases will be
addressed as a Sev3 severity level case.
Exclusions
The following Support Exclusions are not covered by this Support Policy:
(a) Support required due to Customer's or any End User's or third party's misuse of the Services;
(b) Support during times outside of Accela's regular business hours stated above;
(c) Support necessitated by external factors outside of Accela's reasonable control, including any force majeure event
or Internet access or related problems beyond the Service demarcation point;
(d) Support of or caused by customizations (if outside of Accela's best practice recommendations), configuration
changes, scripting, or data loss caused by or on behalf of Customer or any End User;
(e) Support of or caused by Customer's or any End User's or third party's equipment, software or other technology
(other than third party equipment within Accela's direct control);
(f) Support to resolve orwork-around conditionswhich cannot be reproduced in Accela's support environment and
(g) Support of any software add-ons supplied together with the Service (except where specified in the Agreement).
Any support services falling within these Support Exclusions may be provided by Accela at its discretion and, if so
provided, may be subject to additional pricing and support terms as specified by Accela.
Error Classification
Functional Definitions: For the purposes of error classification, essential or major functions include: data capture
features, SLA and alarming features, performance management features and application performance problem
Packet Pg. 29
EAccela
2.a
resolution features.
Target Initial Response Time.
Accela will use commercially reasonable efforts to respond to each case within the applicable response time
described in the table below:
Target Initial Response
Time by Case Severity
Severity Level
Target Initial Response Time
1
1 hour'
2
4 hours'
3
8 hours'
4
24 hours'
' Initial response times are 240, including weekends and holidays. Severity Level 1 and 2 cases must be submitted via
telephone as described above. Severity Level 1 and 2 target initial response times do not apply to cases submitted
electronically.
Packet Pg. 30
2.a
EAccela
ACCELA, INC.
DATA STORAGE POLICY
The Customer's subscription comes with a limit of 2.5TB data storage for all cloud environments. Data
storage includes:
• Transaction data;
• Reference data;
• Configuration data;
• Documents and Report Files;
• Backup copies; and
• Other data stored by Accela on behalf of the customer.
Additional storage can be purchased from Accela in blocks of 500GB, with a price of one thousand
dollars ($1,000) per year. When Licensee approaches the 2.5TB limit, it will begin receiving monthly
notifications highlighting data usage levels across its environment. Once the 2.5TB limit is reached, a
charge of one thousand dollars ($1,000) for an additional 500GB will be automatically added to the
Licensee's subscription renewal.
Data Retention
If the Licensee's Software as a Service ("SaaS") subscription expires or is otherwise terminated,
Accela will initiate its data retention processes, including the deletion of licensee data from
systems directly controlled by Contractor:
If a Licensee's SaaS subscription expires or is otherwise terminated, Contractor will store its
customer data, as defined in the master agreement between Licensee and Contractor, for
ninety (90) days (the "Retention Period"). During the Retention Period, provide Licensee with
a notice indicating its intention to delete its Customer Data.
• After the Retention Period, Contractor will, within a commercially reasonable amountof
time, disable the account and delete the customer data, including any cached or backup
copies.
Frequently Asked Questions
Can Licensee track its storage usage on the Accela Cloud?
It's not currently possible to track storage usage in the Civic Platform application. However, Licensee
will receive a report detailing its data usage annually, at the time of renewal. Licensee can request this
information at any time outside of the renewal period by submitting a support case through Accela
Customer Support. When Licensee approaches the storage limit, it will receive monthly notifications
particularizing its storage usage.
What will happen if Licensee exceeds its storage limit?
If Licensee's Accela Cloud instance exceeds the storage limit, it will receive notification and a
charge of one thousand ($1,000) per 500GB of usage will be billed at the time of subscription
renewal.
Can I increase my storage limit?
Yes. Storage limits can be increased by purchasing additional storage in blocks of 500GB at one
thousand dollars ($1,000) per year.
Packet Pg. 31
2.a
EAccela
ACCELA, INC.
AVAILABILITY AND SECURITY POLICY (as amended)
Service Availability:
Accela will use commercially reasonable efforts to (a) provide bandwidth sufficient for Customer's use of the
Subscription Services provided hereunder and in an applicable Order Form and (b) operate and manage the
Subscription Services with a ninety-nine and one-half percent (99.5%) uptime goal (the "Availability SLA"), excluding
situations identified as "Excluded" below.
"Excluded" means any outage that results from any of the following:
a. Any maintenance performed by Accela during Accela's standard maintenance windows. Accela will
notify Customer within forty-eight (48) hours of any standard maintenance and within twenty-four (24)
hours for other non-standard emergency maintenance (collectively referred to herein as "Scheduled
Maintenance").
b. Customer's information content or application programming, or the acts or omissions of Customer or
its agents, including, without limitation, the following:
Any mis-configu ration by Customer (as determined in Accela's sole discretion), including,
without limitation, configuration errors and bad or unintended usage of the Subscription
Services.
2. Force majeure or other circumstances beyond Accela's reasonable control that could not be
avoided by its exercise of due care.
Failures of the carrier networks and the network by which Customer connects to the carrier networks or
any other network unavailability.
Any window of time when Customer agrees that Subscription Services availability/unavailability will not be
monitored or counted.
e. Any problems resulting from Customer combining or merging the Subscription Services with any hardware
or software not supplied by Accela or not identified by Accela in the Specifications as being compatible
with the Subscription Services.
Interruptions or delays in providing the Subscription Services resulting from telecommunication or Internet
service provider failures.
g. Customer's or an Authorized User's use of the Subscription Services in an unauthorized or unlawful manner
Remedies for Excessive Downtime:
In the event the Availability of the Subscription Services falls below the Availability SLA in a given calendar month,
Accela will pay Customer a service credit ("Service Credit") equal to the percentage of the fees set forth in the table
below corresponding to the actual Availability of the Subscription Services during the applicable calendar month.
Such Service Credit will be issued as a credit against any fees owed by Customer for the remainder of the
Subscription Period or, if Customer does not owe any additional fees, then Accela will pay Customer the amount of
the applicable Service Credit within thirty (30) days after the end of the calendar month in which such credit
accrued. Such Service Credit will be in addition to any other remedies available to Customer at law, in equity or
under this Agreement.
System availability ("Availability") is measured by the following formula: x = (n - y) *100 / n
Notes:
Packet Pg. 32
2.a
EAccela
(1) "x" is the uptime percentage; "n" is the total number of hours in the given calendar month minus scheduled
downtime; and "y" is the total number of downtime hours in the given calendar month.
(2) Specifically excluded from "n and "y" in this calculation are the exception times on scheduled upgrade and
maintenance windows.
Service Availability
Percentage of Monthly Service Fees Credited
> 99.5
< 99.5% to 99.0%
< 99.0% to 95.0%
5%
< 95.0% to < 50%
0%
If not directly reported by Accela, Credit entitlement must be requested by the Customer within sixty (60) days of
the failed Target. Customer shall not be entitled to offset any monthly Solutions fee payments, nor withhold fee
payments, on account of a pending credit. Customer shall not be eligible for credits for any period where Customer
is more than thirty (30) business days past due on their account. The Company will provide reporting, showing
performance and service levels. Credits will be calculated and offset from Customer's monthly or annual Solutions
fee payment, and Company will separately provide a record of credits to the Customer.
Chronic Outage. In the event the Customer experiences System Availability that is below 95.0% for any four (4) or
more months in a rolling twelve (12) month period, Customer shall have the right to claim vendor is in material
breach of the contract, and may terminate this Agreement.
Customer Account Login:
For Accela user interface access, Accela uses TLS 1.2 with AES 256 bit or similar encryption for protection of data in
transit, which is supported by most modern browsers. Accela will also restrict applicable administrative user
interface access to Customer corporate networks for additional security on written request by Customer.
Accela SaaS Service Delivery:
Accela manages its apps and infrastructures within the industry -leading Microsoft Azure hosting environment,
specifically designed and constructed to deliver world- class physical security, power availability, infrastructure
flexibility and growth capacity. Accela's audit and compliance foundation includes SSAE 18 SOC 2 Type II / SOC 3,
HIPAA, California Consumer Privacy Act (CCPA), and PCI-DSS (payment adapters). Accela's partnership with
Microsoft delivers multi -layered security in physical datacenters, infrastructure and operations, with adherence to
its numerous security certifications and Fed RAMP compliant services. More information can be found at
https:Hazure.microsoft.com/en-us/overview/security/.
Packet Pg. 33