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Contracts & Agreements_85-2000
�ACCEL/7om BUIL11IN6 SPEEB July 10, 2000 Jim Grant City of Redlands Code Enforcement Dept. P.O. Box 3005 Redlands, CA 92373 Dear Mr. Grant: Enclosed are two revised copies of the PERMITS' Plus® License Agreements. Per request, the following revision was made: 1. Section A11.00 (Applicable Law) - "County of Tulare, California" has been changed to reflect "County of San Bernardino, California". Please return one set upon approval and execution. (The second set is for your files). If you have any questions, or if I may be of assistance, please feel free to contact me at extension 127. Thanks! Sincerely, Angela S ipley Agency RFP Manager Enclosures West Coast Division 1731 West Walnut Ave. Visalia, CA 93277-6232 Office I (559) 627-1959 Fax (559) 627-4906 Created from the merger of SIERRA :� COMPUTER SYSTEMS INC OpenData Systems, Inc. 'PERMITS'Plus ® AGREEMENT BETWEEN Accela.com/Sierra Computer Systems, Inc., hereinafter referred to as Accela.com/SCSI, and City of Redlands, CA hereinafter referred to as User. Executed this 1 s t day of Aug . , 2000. User must execute this agreement and return to Accela.com/SCSI by September 30, 2000 to be valid, RECITALS Accela.com/SCSI provides the 'PERMITS' Plus®System, hereinafter referred to as "Software". Accela.com/SCSI provides this "SOFTWARE" and licenses its use, Customer City of Redlands Address P.O. Box 3005/35 Cajon Street, Suite 220 City/State/Zip Redlands, CA 92373 Product Name 'PERMITS' Plus ® Accela.com/SCSI Reference No WIN98 Release No. 3.0 or Higher No. of Licenses 8 License Fee $15,495.00 (Using Access Database) No Charge (VelocityHatP ) $ 500.00 (PERMITS' OfficeLink'") $ 1,239.61 (Sales/Use Tax — 7.75%) $17,234.61 TOTAL TERMS AND CONDITIONS OF AGREEMENT BETWEEN ACCELA.COM/SCSI AND USER GENERAL CONDITIONS OF THE "SOFTWARE" LICENSE A1.00. HEADINGS. Headings are for convenience only and shall not be deemed to be part of this Agreement. A2.00. MODIFICATION. No modification or variation of this Agreement shall be valid unless in writing signed by both parties. A3.00. SEVERABILITY, If any provision of this Agreement shall be construed to be illegal or invalid, the legality or validity of any other provision hereof shall not be affected thereby. Any illegal or invalid provisions of this Agreement shall be construed by a court of competent jurisdiction to have the broadest scope permissible under the law of said jurisdiction, and if no validating construction is possible, shall be severable, and all other provisions hereof shall remain In full force and effect. A4.00. DELAYS. .01. Neither party shall be liable, in damages or otherwise, for any delay in the installation and implementation of the "Software" or any component thereof or any service to be rendered by It hereunder, or for failure to give notice of any delay, when such delay is due to the elements, acts of nature, acts of civil or military authorities, acts of the other party which are not provided for in this Agreement and which cause unreasonable delays in this Agreement by the other party, any delay in transportation or delay in delivery by its vendors beyond its reasonable or actual control, or any other causes beyond the reasonable or actual control of the party. Each party's schedule of performance shall be extended by a period of time equal to the time lost because of any such delay, provided written notice has been given to the other party of such delay and its estimated duration, within five (5) days of the time the party has actual knowledge of such delay. .02. Notwithstanding the foregoing, in every case, the delay or failure to perform must be beyond the control, and without the fault or negligence of, the party claiming excusable delay. Any delays created by the User will extend the implementation time period by the same time period. A5.00. PAYMENT. .01. The sum of $ 17,234.61 which shall be paid within thirty (30) days upon signing of this agreement. Delivery shall be the date the "Software" and documentation is delivered. The delivery date shall be within thirty (30) days after Accela.com/SCSI has received this signed/executed Agreement. .02. User agrees to pay any tax for which it is responsible hereunder, or which is assessed against User directly, exclusive however, of income taxes based on the income of Accela.com/SCSI. If any such tax is paid by Accela.com/SCSI, to reimburse Accela.com/SCSI therefore upon receipt by User of proof of payment. Redlands_lic.doc 1 USE ACCELA.COM/SCSI /6 .03. This Agreement and the shrink wrap 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 agreements or implied covenant shall be held to vary the provisions hereof. Any modification of this Agreement will be effective only by written execution signed by both User and Accela.com/SCSI. .04. This License fee does not include installation services. These services are specified in Exhibit 'A', Installation Services. Exhibit "A" is incorporated into this Agreement by reference. A6.00. PATENT AND COPYRIGHT INDEMNITY. .01. Accela.com/SCSI agrees to defend, hold harmless and indemnify User from and against any claim, action, liability, cost or damage for infringement of any patent, copyright or similar property right (including, but not limited to, misappropriation of trade secrets) based on any "Software" or any other materials furnished hereunder by Accela.com/SCSI. Accela.com/SCSI shall have the sole right to conduct the defense of any such claim or action and all negotiations for its settlement or compromise, unless otherwise mutually agreed to in writing by the parties hereto. A7,00. RELATIONSHIP OF PARTIES. .01. At all times during the term of this Agreement, Accela.com/SCSI shall be an independent contractor and shall not be an officer, agent, or employee of User. User shall have the right to control Accela.com/SCSI only insofar as the result of Acceia.com/SCSI services rendered pursuant to this Agreement. .02. Nothing contained in this Agreement shall be deemed to create a partnership or joint venture. Neither party shall incur any debts or make commitments for the other party. A8.00. "SOFTWARE" SECURITY AND ACCESS. .01. Each party acknowledges that all information concerning the other party is "Confidential and Proprietary Information". Each party agrees that it will not permit the duplication, use or disclosure of any such Confidential and Proprietary Information to any person (other than its own employee who must have such information for the performance of obligations under this Agreement), unless authorized in writing by the other party. .02. All financial, statistical, personnel, technical, and other information or data relating to the User, which is designated confidential by the User but made available to Accela.com/SCSI in order to carry out this Agreement, will be protected by Accela.com/SCSI from unauthorized use and disclosure. Accela.com/SCSI shall also observe the same or equivalent requirements as are applicable to the User with regard to protecting confidentiality. Accela.com/SCSI will instruct its personnel to keep such information confidential. Accela,com/SCSI shall not be required to keep confidential any data or information which is or becomes publicly available, is already rightfully in Accela.com/SCSI's possession, is independently developed by Accela.com/SCSI outside the scope of this Agreement, or is rightfully obtained from third parties. A9.00. USERS INSTRUCTION. .01. Accela.com/SCSI shall be responsible for ensuring that its employees, servants, and agents will, whenever on User's premises, obey all reasonable instructions and directions issued by User. .02, Unless otherwise agreed to by the parties, Accela.com/SCSI personnel, while working on User's premises, shall observe the working hours, working rules and holiday schedules of User applicable to such User premises. User agrees to provide reasonable working space, resources and materials which are necessary for the performance of services under this Agreement, provided, however, that such working space, resources and/or materials are agreed upon by User for such services and the use of any such working space, resources and/or materials is arranged so as to minimize any disruption to User's normal business operations. .03, User shall be responsible for the input of all data into the computer memory and for reconciliation and accuracy of that data and for taking such administrative steps necessary to input that data. .04, User acknowledges that (I) any modification, change, addition or substitution to the "Software" or Data Base structure made by the User or any other third party (ii) any interfacing of the "Software" or Data Base with any other program, programs or any other routines, or (iii) any changes to the operating environment may cause "Software" performance degradation or malfunction. Userfurther acknowledgesthat any corrections to degradation or malfunction. caused by such modifications, interfacing or change shall be made at the sole request and expense of User, and Accela.com/SCSI shall have no responsibility for any consequences thereof. .05. The "Software" product, data structure, field descriptions, field definitions, and data relationships are subject to change without notice. These changes may result from product development, enhancements, additional features, bug fixes and/or circumstances beyond the control of Accela.com/SCSI. Additional tables and relationships may be added or removed as product development standards dictate. Third party applications (those applications or facilities not supplied by Accela.com/SCSI) which may utilize and rely on the data structure and specific relationships may be adversely affected by these changes. Third party applications may be rendered Inoperative, or produce results which are inaccurate or unreliable due to modifications of the data structure. These anomalies, when created by changes in the "Software" data structure, within third party applications are not the responsibility of Accela.com/SCSI nor covered under any level of software maintenance agreement. .06, Accela.com/SCSI, as a policy, does not provide assistance or additional activity development on permit or activity types which have been developed by non-Accela.com/SCSI employees running in conjunction with the "Software". Accela.com/SCSI has no certification program for third party providers of developmental services within the "Software", nor does Accela.com/SCSI recommend the use of third party assistance providers. Activities and permits developed for agency use are not covered by any level of software maintenance. Redlarids_lic.doc 2 USER ACCELA.COM/,SCSI .07, Accela.com/SCSI recommends and supports the network configurations as specified in the most recent release of the "Software" implementation guide. No other network configurations, specifically any configurations differing from those specifications are supported and/or covered by any level of software maintenance. Any assistance rendered in support of configurations not specifically approved in advance will be billed at the prevailing time and materials rates for such assistance. .08. Accela.com/SCSI shall be entitled to rely upon as accurate and correct any specifications, criteria, maps or any other data furnished by User or others. If subsequent errors are discovered in data furnished by User which necessitate redoing services, Accela.com/SCSI shall be compensated for such extra services. Accela.com/SCSI shall not be liable to User for errors or omissions in data furnished by User. A10.00. ACCELA.COM/SCSI INSTRUCTIONS .01. Accela.com/SCSI shall be responsible for delivery of the "Software" Source Code to Accela.com/SCSI's escrow account. Source code for the most current version will be made available from the escrow agent to User if: a) The most current version of the "Software" is not supported by Accela.com/SCSI. In such case, copies of the "Software" written by Accela.com/SCSI and documentation will be provided to the User under the terms of the Maintenance Agreement. Source Code will be made available for a fee equal to the License Fee. User has unrestricted access to the "Software" it has accepted from Accela.com/SCSI, but may not transfer source code or documentation to any other agency, commercial or private business under any conditions. A11.00. APPLICABLE LAW. .01. This Agreement shall be governed and construed under the laws of the State of California, Any action to enforce the provisions of this Agreement shall be filed in a court located in the County of San Bernardino, California. Al2.00. SOFTWARE LICENSE. .01. Accela.com/SCSI grants and User accepts upon the terms and conditions contained herein, non-exclusive, non -transferable, perpetual license to unlimited use of the "Software" solely for User's own purposes, The license granted under this Agreement authorizes User to use the "Software" in machine readable form by 8 concurrent users. The "Software" shall include in its meaning, documentation and technical information provided to User in written form for use in connection with the "Software". .02. Accela.com/SCSI warrants that it has good title to such "Software" and that User will have undisturbed use of the "Software" in accordance with the terms of this Agreement. .03. User expressly agrees that it will not sell, lease, assign or in any way transfer, such "Software" or any rights herein to any person, partnership, corporation or other entity. .04. User shall include and shall not alter, remove or conceal, any copyright, trade secret or other proprietary notices on the "Software". .05. Title and ownership to the "Software" and Intellectual Property Rights is not hereby nor in any other way transferred to User. User acknowledges that Accela.eom/SCSI retains the exclusive right to sell, lease, license, assign, or otherwise transfer the "Software" (and any module thereof) and that Accela.com/SCSI may enter into similar or identical conveyances of similar or identical rights with other Accela.com/SCSI clients. .06. User may not cause or permit disclosure of, or access to, the "Software" in whole, in part or in any form to any person, firrn, corporation or other entity who or which are not salaried employees of the User without the expressed prior written consent of Accela.com/SCSI. .07. The User acknowledges that the "Software" contains valuable proprietary information and trade secrets and that unauthorized dissemination of the "Software" (including, without limitation, disassembly, decompiling or reverse engineering) could cause irreparable harm to Accela.com/SCSI. .08. The User shall not make copies of the "Software" except that reserve copies of a magnetically recorded "Software" that is delivered on tape or magnetio disk media may be made to protect against "Software" destruction for back-up procedures, .09. The User may copy documentation for its own use provided that copyright and other proprietary notices on any copies are made in accordance with Accela.com/SCSI or its supplier's instructions. A13.00. WARRANTIES. .01. Accela.com/SCSI warrants and represents that it has full authority to enter into this Agreement and to consummate the transaction contemplated hereby and that this Agreement is not in conflict with any other Agreement to which Accela.com/SCSI is a party or by which it may be bound. .02. Accela.com/SCSI believes the "Software" to be accurate and reliable. Much care has been taken in its preparation; however, except as provided in A13.00.03, the "Software" is provided "as is", without warranty of any kind, either expressed or implied, except as provided in .03. below. In no event, will Accela.com/SCSI be liable to User or any other party for damages, including lost profits, lost savings or other incidental or consequential damages arising out of the use or Inability to use the "Software". .03. The "Software" provided by Accela.com/SCSI under this Agreement is warranted to be free from reproducible defects for a period of 180 days from the execution of this agreement. All material and labor to repair any such defects will be provided free of charge for the full warranty period. Redlands_lic.doc 3 USER (/ ACCELA.COM/SCSI /i This warranty is void if: (a) The "Software" is used in other than its normal customary manner; (b) A "Software" has been subjected to misuse; (c) A "Software" has been subjected to modifications initiated by the customer without the express prior consent and written approval of Accela.com/SCSI. .04. The "Software" is year 2000 Compliant and will meet all specifications identified in our manuals. A14.00. WAIVER. .01. It is expressly understood and agreed that no waiver granted by User for any violation of any covenant, term or condition of this Agreement shall be construed to constitute a waiver of the same or any further violation without the prior written approval of the User. A15.00. RESOLUTION OF DISPUTES. .01. It is anticipated that disputes between Accela.com/SCSI and the User will be resolved between the parties. Disputes or questions of interpretation may be referred to a committee composed of representatives from Accela.com/SCSI and the User. The parties agree that in attempting to resolve disputes they will act promptly, reasonably and in good faith. A16.00, NOTICE. All notices, requests demands and other communication shall be in writing and sent by registered mail, certified mail or hand delivery, addressed to the party's principal place of business herein written, Either party may by notice in writing, direct that future notices or requests, or demands be sent to a different address. Notices given by mail shall be deemed given upon deposit in the United States mail. Notices given by hand delivery shall he deemed given at the time of actual delivery. ACCELA.COM/SCSI USER Accela.com/Sierra Computer Systems, Inc. 1731 West Walnut Avenue Visalia, California 93277 City of Redlands P.O. Box 3005/35 Cajon Street, Suite 220 Redlands, CA 92373 User hereby acknowledges that User has read this Agreement, understands it and agrees to be bound by its terms and conditions. User further agrees that it is the complete and exclusive Agreement between User and Accela.com/SCSI relating to the subject matter of this License. User acknowledges receipt from Accela.com/SCSI of.a-trU copy of this Agreement. ACCELA.COM/SCSI By: Typed: Robert Ausherman, President for Accela,com/Sierra Computer Systems, Inc. 1731 West Walnut Avenue Visalia, California 93277 USER By: Typed: City of Redlands P.O. Box 3005/35 Cajon Street, Suite 220 Redlands, CA 92373 Pat Gilbreath, Mayor ATTEST: Lor ie Poy e ity Clerk Redlands_liadoc 4 USER ACCELA.COM/SCSI/4 EXHIBIT A SOFTWARE LICENSE AGREEMENT - INSTALLATION SERVICES A. Accela.com/SCSI shall provide the following installation services relating to the "Software", up to 314 hours for: 1. Four (4) onsite visits: a. Travel Time 40 hours b. Design Review/Assistance 59 hours c. Development of up to 7 Permits/Activities 108 hours 1. Code Enforcement ComplaintNiolation — 24 hours 2. Building Permits — 24 hours 3. Electrical Permit —12 hours 4. Plumbing Permit —12 hours 5. Mechanical Permit —12 hours 6. Conditional Use Permit-12 hours 7. Sign Permit —12 hours d. Document Assistance (Up to 7 documents) 42 hours e. Telephone/Management Support 13 hours f. Implementation Consulting 52 hours g. Workflow Assistance N/A (If more than one department or functional group, add 25 hours each) Accela.com/SCSI reserves the right to adjust these hours as needed within section 1. B. Accela.com/SCSI shall be paid for Installation Services at the prevailing rate plus reasonable expenses, in addition to the License Fee for the "Software". 1. Installation Services are estimated at 314 hours for a total of $ 28,888.00 . 2, Valid Street Name Creation/Conversion is estimated at 4 hours for a total of $368.00. 3. Contractor Database Assistance — N/A 4. Assistance with 'PERMITS' OfficeLine is estimated at up to 3 hours at $92.00 an hour for a total of $276.00. C. Assessor's Database Conversion (One fixed length record input format $ 4.500.00, Note: The User will assist Accela.com/SCSI in the data conversion efforts. The User will supply all data mapping, file formats, data relationships and descriptions of the data field contents in Microsoft Access format. As an alternative, if MS Access format cannot be delivered, data files can be supplied in ASCII fixed length, comma separated values (csv), or delimited format records, D. Accela.com/SCSI shall submit bi-weekly invoices to User detailing the installation services provided and the time and expense incurred. User shall pay such invoices within thirty (30) days. E. Accela.com/SCSI shall be paid for User and Technical Training at User site. 1. User Training classes shall be for four (4) days at a total of $ 4,400.00 plus travel and expenses at User site. Accela.com/SCSI shall submit an invoice when the training is completed. User shall pay such invoice within thirty (30) days, F. The total estimated reasonable and customary expenses are $ 4.444.00 and shall not be exceeded except upon prior written consent of User. Travel Time will be billed portal to portal, at our then current prevailing rate. G. Accela.com/SCSI shall submit bi-weekly invoices to User detailing the modifications provided and the time and expenses incurred. User shall pay such invoices within thirty (30) days. 1. Modifications are estimated at $ 0 . The total amount for the modifications shall not exceed $ 0 except upon prior written consent of User. Accela.com/SCSI will retain the exclusive rights to all modifications. These modifications may beutilizedat Accela.com/SCSI's discretion. H. Any services required by the User which are not included as part of the Installation Services described in Paragraphs A through G above, will be provided by Accela.com/SCSI at the following rates, plus reasonable and customary expenses. (These rates are guaranteed for 12 months after contract execution) Data Base/Network/Connectivity Assistance $140.00 Per Hour Senior Systems Consultant Assistance Systems Consultant Assistance Implementation Consultant $110.00 Per Hour $92.00 Per Hour $92.00 Per Hour Programming Services/ Enhancements/Mods Documentation/Research Clerical Support Services Additional Onsite Training (Plus Expenses) $92.00 Per Hour $64.00 Per Hour $32.00 Per Hour $1,100.00 Per Day Overtime above 8 hours per day or 40 hours per week may be billed at 1 % times the prevailing rate. I. Total Contract Price not to exceed $60,110.61 (excluding maintenance). Redlands_lic.doc 5 USER O4 ACCELA.COM/SCSI 'CCELP .00m BU401N6 SPEED `PERMITS' Plus® Windows© Version CITY OF REDLANDS, CA June 20, 2000 These costs are valid until September 30, 2000 - Eight User Concurrent 'PERMITS' Plus® License (Does include ACCESS Database Engine) - VelocityHalr - 'PERMITS' OfficeLink" - Plus Applicable Sales/Use Tax and Licenses (7.75%) SUBTOTAL Up to 314 Hours at $92.00 Per Hour for Implementation Assistance Travel Time Design. Review/Assistance Development of up to 7 Cases/Permits 1. Code Enforcement Complaint/Violation — 2. Building Permits — 24 hours 3. Electrical Permit —12 hours 4. Plumbing Permit —12 hours 5. Mechanical Permit —12 hours 6. Conditional Use Permit —12 hours 7. Sign Permit —12 hours Document Assistance (up to 7 documents) Telephone/Management Support Implementation Consultant Workflow assistance in setup 40 hours 59 hours 108 hours*** 24 hours 42 hours**** 13 hours 52 hours N/A (If more than one department or functional group, add 25 hours each) - Assessor Parcel conversion (One fixed length record) - Valid Street Name Creation/Conversion (Up to 4 hours @ $92.00) - Contractor Database assistance - Permit History Conversion - Custom requirements - Training at User site $1,100.00 Per Day (Plus Expenses) - Four days - Assistance with 'PERMITS' OfficeLine (Up to 3 hours @ $92.00/hr.) - Software Support per year - Annual Maintenance Support for PERMITS' OjficeLine - Sales/Use Tax on Annual Maintenance Support (7.75%) - Estimated Expenses (Four Trips) Redlands lic.doc 6 TOTAL $15,495.00* No Charge** $ 500.00 $ 1,239.61 $17,234.61 $28,888.00 $ 4,500.00 $ 368.00***** $ N/A****** $ N/A******* $ N/A $ 4,400.00 $ 276.00 $ 4,500.00******** $ 105.00 $ 178.44 $ 4,111.00********* $64,894.05 USER eo ACCELA.COM/SCSI /�?i .CCEL/�. mom BUILDING SPEED NOTES: - `PERMITS' Gold TM Support, Upgrades as well as limited support of database engine and Networking etc. - Microsoft ACCESS run time database engine is included in these costs. - First six months of Software Support from date of purchase is provided at no additional charge. - Above costs do not include computer or networking hardware/software, drivers. - Sales and/or Use tax will be added to the PERMITS' Plus ® maintenance as applicable. - Please note that we support the TCP/IP or IPX/SPX as the network communications protocol, if using any other protocol we would need to see your configuration to verify compatibility. - *Databases other than Access require an additional $3,000.00 license fee. - **This product is being offered at no charge for a limited time. Installation and related hardware will be installed at the agency site. This is a transaction -based system. Special terms and conditions may apply. Please note that VelocityHallTM could substantially reduce acquisition costs of the 'PERMITS' Plus® system. For more information, please contact your Sales Representative, Kimberly Mitchell at (559) 627-1959x157; Cell: (650) 333-5488; E-mail. kmitchell@accela.com. - ***These hours may increase or decrease depending on complexity. - ****More complex documents will require additional assistance hours. Our cost estimate for document creation is based on one document per each activity/case type, six hours per document. - *****This is based on the City hand -entering the streets. The estimated 4 hours represents the assistance needed from Accela.com/Sierra's conversion team to connect the valid streets and assessor information. - ******This is based on the City hand -entering the Contractor Database. - *******The User will assist Accela.com/Sierra in the data conversion efforts. The User will supply all data mapping, file formats, data relationships and descriptions of the data field contents in Microsoft Access format. As an alternative, if MS Access format cannot be delivered, data files can be supplied in ASCII fixed length, comma separated values (csv), or delimited format records. * * * * * * * *Client/Server carries an additional support premium of $3,000.00. Conversion from Access to Client/Server may require 25-50 hours of assistance and possibly an additional on -site visit. - *********In an effort to assure a successful implementation, we have added an additional trip to each install. This trip would be approximately 3 days in duration to go over the implementation guide and review any concerns the agency may have. We feel this will make everyone feel more comfortable and knowledgeable with the install. Please note that the travel time and expenses have been calculated into the above estimate. - Databases other than Access may require Windows NT. - Please note that Workflow is not included. - This quote supersedes any previous written or verbal estimates for product and installation services. Redlands_lic.doc 7 USERACCELA.COM/SCSI /`y - Alb UUILUIN6SPff0 VELOCITYHALLTM LETTER OF INTENT This Letter of Intent between Accela.com, Inc. and the City of Redlands, California, (Agency) confirms that the Agency intends to explore the installation of VelocityHall. This Letter of Intent authorizes Accela.com to work with the agency to gather and analyze data to support the installation of VelocityHall. The following forms and data are required to be completed prior to the implementation process: • Letter of Intent signed • Network and hardware review • Permit subtypes and volume analysis • Web -enabled permit review • Agency contacts and program manager To execute this Letter of Intent, the agency needs to: • Work with Accela.com implementation staff to facilitate expedient data gathering and presentations • Provide contact list of agency contractors with active contractors indicated • Facilitate presentation by Accela.com with agency contractors • Facilitate survey of agency contractors (Accela.com will provide survey cards and analysis) • Plan a PR strategy with Accela.com and coordinate with agency staff and elected officials to promote the service launch • Work with Accela.com marketing and sales staff to plan for VelocityHall promotion to the agency community Executed this Signed at Gilbreai ATTEST: 30th day of August Lorrri Pbyzer�% ty lerk Corporate Hea rters 701 Gateway Blvd., Suite 151 South San Francisco, CA 94080 Office: 650 635 0218 Fax: 650 635 1489 month in the year 2000. PERMITS' Plus ® AGREEMENT BETWEEN Accela.com/Sierra Computer Systems, Inc., hereinafter referred to as Accela.com/SCSI, and _City of Redlands, CfLhereinafter referred to as User. Executed this 30thday of Aug . , 2000. User must execute this agreement and return to Accela.com/SCSI by _September 302000 to be valid. RECITALS Accela.com/SCSI provides "SOFTWARE MAINTENANCE" for the product listed below. Software maintenance provides both software update service and software problem resolution service. While there is no charge for updates while under annual maintenance agreement, substantial product enhancements may carry a nominal charge. Customer City of Redlands Address P.O. Box 3005/35 Cajon Street, Suite 220 City/State/Zip Redlands, CA 92373 Product Name PERMITS' Plus ® Accela.com/SCSI Reference No WIN99 Release No 03 or Higher No. of Licenses 8 Fee Plus Tax $4,500.00 (Using Access Database) $ 105.00 ('PERMITS'OiceLinh""') $ 178.44 (Sales/Use Tax on Half of Maintenance — 7.75%) $4,783.44 TOTAL TERMS AND CONDITIONS OF AGREEMENT BETWEEN ACCELA.COM/SCSI AND USER GENERAL CONDITIONS OF PERMITS' Plus ® SOFTWARE MAINTENANCE A1.00. HEADINGS. Headings are for convenience only and shall not be deemed to be part of this Agreement. A2.00. MODIFICATION. No modification or variation of this Agreement shall be valid unless in writing signed by both parties. A3.00. SEVERABILITY. If any provision of this Agreement shall be construed to be illegal or invalid, the legality or validity of any other provision hereof shall not be affected thereby. Any illegal or invalid provisions of this Agreement shall be construed by a court of competent jurisdiction to have the broadest scope permissible under the law of said jurisdiction, and if no validating construction is possible, shall be severable, and all other provisions hereof shall remain in full force and effect. A4.00. DELAYS. .01. Neither party shall be liable, in damages or otherwise, for any delay in the service to be rendered hereunder, or for failure to give notice of any delay, when such delay is due to the elements, acts of nature, acts of civil or military authorities, acts of other party which are not provided for in this Agreement and which cause unreasonable delays in this Agreement by the other party, any delay in transportation or delay in delivery by its vendors beyond its reasonable or actual control, or any other causes beyond the reasonable or actual control of the party. Each party's schedule of performance shall be extended by a period of time equal to the time lost because of any such delay, provided written notice has been given to the other party of such delay and Its estimated duration, within five (5) days of the time the party has actual knowledge of such delay. . .02. Notwithstanding the foregoing, in every case, the delay or failure to perform must be beyond the control, and without the fault or negligence of, the party claiming excusable delay. A5.00, STATEMENT OF WORK. .01. Accela.com/SCSI agrees to perform Software Maintenance, While there is no charge for PERMITS' Plus ® updates while under this annual maintenance agreement, substantial product enhancements will be offered under a separate Agreement. .02. 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 held to vary the provisions hereof. Any modification of this Agreement will be effective only by written execution signed by both User and Accela.com/SCSI. Redlands_mat.doc 1 USER ACCELA.COM/SCSI G� .03. Accela.com/SCSI shall provide User with a reasonable amount of consultation by telephone to assist the User in software problem resolution of the PERMITS'Plus ® software, during Accela.com/SCSI's normal working hours. .04. Accela.com/SCSI shall provide User with remedial maintenance of software to substantially conform the software to Accela.com/SCSI's published program specification for that release level of software identified in the most current release. Accela.com/SCSI shall, within a reasonable time period, supply computer program code to correct any reproducible error created by the PERMITS' Plus ® software, provided that Accela.com/SCSI's diagnostics Indicate that such non -conformity or error was in existence during the subscription period or during the Initial Warranty Period extended to the User in the purchase agreement for Accela.com/SCSI software. .05. Suspected PERMITS' Plus ® error conditions will be investigated and corrected by Accela.com/SCSI personnel at Accela.com/SCSI's offices to the extent possible. Onsite corrections shall be at the exclusive judgment of Accela.com/SCSI at no additional cost to the User. User may, however, request that Accela.com/SCSI conduct such investigations and travel to the location of the User at the User's request; User will pay Accela.com/SCSI for reasonable travel and subsistence expenses. If Accela.com/SCSI, in its reasonable judgment, determines that the suspected error condition was attributable to a cause other than an error in the PERMITS' Plus ® software or an enhancement by Accela.com/SCSI, the User will pay for Accela.com/SCSI's efforts on a time and materials basis at the then prevailing rates, .06. Accela.com/SCSI may provide the User with unsolicited error corrections or changes to the software, without additional charge, which Accela.com/SCSI determines are necessary for proper operation of its software, and User shall Incorporate these corrections or changes into the software within 180 days of release by Accela.com/SCSI. Accela.com/SCSI will provide all documentation changes necessary as a result of changes to the software. .07. Accela.com/SCSI will provide User all enhancements released by Accela.com/SCSI as standard enhancements, and which are generally made available to other users purchasing comparable software during the term of this Agreement. A6.00. TERM OF AGREEMENT. .01. The term of this Agreement shall commence on the 180th day after purchase and shall terminate on the following 30th day of June. Thereafter, the Agreement may be renewed on a yearly basis on July lst of each year, if mutually agreed upon by both parties. The first year will be prorated from the 180th day through June 30th. .02, Payment for software maintenance services must be paid yearly in advance. A late charge equal to 10% of the total invoice amount, will be applied to any invoice not paid within thirty (30) days of the invoice date, User may not skip any period and then resubscribe to User support at a later date without paying the fees missed. No refunds will be paid for unused support for Users who terminate support. .03. Custom programming/consulting or additional software problem resolution service, will be billed in addition to yearly software maintenance and will be billed at Accela.com/SCSI prevailing rate. These services will be covered under a separate Agreement. .04, Exclusive, however, of income taxes based on the income of Accela.com/SCSI, which taxes shall be paid by Accela.com/SCSI, User agrees to pay any tax for which it is responsible hereunder, or which is assessed against User directly, and, if any such tax is paid by Accela.eom/SCSI, to reimburse Accela.com/SCSI therefore upon receipt by User of proof of payment. Sales/Use tax will be charged on 50% of the fee. .05. Total payment for software problem resolution service and software enhancements under the terms of this Agreement shall not exceed $4,605.00 per year unless approved in writing by both parties. Plus sales tax for California $178,44 for a grand total of $4,783.44. A7.00. RELATIONSHIP OF PARTIES. .01. At all times during the term of this Agreement, Accela.com/SCSI shall be an independent contractor and shall not be an officer, agent, or employee of User. User shall have the right to control Accela.com/SCSI only insofar as the result of Accela.com/SCSI services rendered pursuant to this Agreement. .02. Nothing contained In this Agreement shall be deemed to create a partnership or Joint venture. Neither party shall Incur any debts or make commitments for the other party. A8.00. SYSTEM SECURITY AND ACCESS. .01. Each party acknowledges that all information concerning the other party is "Confidential and Proprietary Information". Each party agrees that it will not permit the duplication, use or disclosure of any such Confidential and Proprietary Information to any person (other than its own employee who must have such information for the performance of obligations under this Agreement), unless authorized in writing by the other party or as required by law. .02. No information, reports, documents or any other materials given to or prepared by Accela.com/SCSI, or to which Accela.com/SCSI has access by reason of Agreement, shall be made available to any individual or organization other than User or User's employees without the prior written approval of the User except as required by law. .03, All financial, statistical, personnel, technical, and other information or data relating to the User, which is designated confidential by the User but made available to Accela.com/SCSI in order to carry out this Agreement, will be protected by Accela.com/SCSI from unauthorized use and disclosure. Accela.com/SCSI shall also observe the same or equivalent requirements as are applicable to the User with regard to protecting confidentiality. Accela.com/SCSI shall instruct its personnel to keep such information confidential. Accela.com/SCSI shall not be required to keep confidential any data or information which is or becomes publicly available, Redlands_mat.doc 2 USER ACCELA.COM/SCSI /r'r/ A9,00. HOLD HARMLESS CLAUSE, .01. During the term of this Agreement Accela.com/SCSI will use its best efforts to maintain the software free of defects and imperfections that would prevent the software from performing according to the original or then prevailing specifications set forth in Accela.com/SCSI's published manuals. Except for any express warranty contained herein, Accela.com/SCSI makes no warranty of any kind whatsoever, either express or implied, including without limitation, and express or implied warranties of merchantability and/or fitness for a particular purpose, The express warranty and exclusive remedy stated herein is in lieu of all liabilities or obligations of Accelacom/SCSI for damages arising out of or in connection with the delivery, use, or performance of the software or breach by Accelacom/SCSI of any term of this Agreement. In no event shall Accela.com/SCSI have any obligation or liability for damages, whether direct, incidental, consequential, or of any other nature whatsoever, even if Accela.com/SCSI has been advised of the possibility of such damages. A10.00. USERS INSTRUCTION. .01. Accela.com/SCSI shall be responsible for ensuring that its employees, servants, and agents will, whenever on User's premises, obey all reasonable instructions and directions Issued by User. .02. Unless otherwise agreed by the parties, Accela.com/SCSI personnel, while working on User's premises, shall observe the working hours, working rules and holiday schedules of User applicable to such User premises. User agrees to provide reasonable working space, resources and materials which are necessary for the performance of services under this Agreement, provided, however, that such working space, resources and/or materials are agreed upon by User for such services and the use of any such working space, resources and/or materials is arranged so as to minimize any disruption to User's normal business operations. .03. User agrees that all- enhancements provided by Accela.com/SCSI shall be the exclusive property of Accela.com/SCSI pursuant to the previous Accela,com/SCSI Software License Agreement. .04. User will be responsible for maintaining the computer hardware, communications equipment, telephone lines, cabling, modems, and all other hardware equipment. User will make available computer time for the testing and maintenance of software. User will make available all necessary supplies such as paper, magnetic tape, and disks. .05. Software service requires the installation by the User of any industry standard 28.8 (minimum) modem, PC Anywhere software or similar product approved by Accela.com/SCSI at User expense, Internet access may also be provided by the User. These types of access will permit Accela.com/SCSI to detect software diagnostics, changes, and corrections from a remote location, when appropriate. .06. Maintenance service Is provided during Accelacom/SCSI's normal work week. Certain critical conditions may exist which require work outside these hours, and Accelacom/SCSI will make a best effort to respond. However, Accelacom/SCSI reserves the right to provide a price quotation and estimate of time for service requested by the User which requires substantial work outside Accela.com/SCSI's normal working hours. .07. The "Software" product, data structure, field descriptions, field definitions, and data relationships are subject to change without notice, These changes may result from product development, enhancements, additional features, bug fixes and/or circumstances beyond the control of Accela.com/SCSI. Additional tables and relationships may be added or removed as product development standards dictate. Third party applications (those applications or facilities not supplied by Accela.com/SCSI) which may utilize and rely on the data structure and specific relationships may be adversely affected by these changes. Third party applications may be rendered inoperative, or produce results which are inaccurate or unreliable due to modifications of the data structure. These anomalies, when created by changes in the "Software" data structure, within third party applications are not the responsibility of Accelacom/SCSI nor covered under any level of software maintenance agreement. .08, Accela.com/SCSI, as a policy, does not provide assistance or additional activity development on permit or activity types which have been developed by non-Accelacom/SCSI employees running in conjunction with the "Software". Accela.com/SCSI has no certification program for third party providers of developmental services within the "Software", nor does Accela.com/SCSI recommend the use of third party assistance providers. Activities and permits developed for agency use are not covered by any level of software maintenance. .09, Accela.com/SCSI recommends and supports the network configurations as specified in the most recent release of the "Software" implementation guide. No other network configurations, specifically any configurations differing from those specifications are supported and/or covered by any level of software maintenance. Any assistance rendered in support of configurations not specifically approved in advance will be billed at the prevailing time and materials rates for such assistance. A11.00. COMPLIANCE WITH LAWS. .01. Accela.com/SCSI agrees to comply with all laws, regulations, rules and guidelines of the Federal, State and Local jurisdictions and any agency thereof governing Accelacom/SCSI and its operations. .02. This Agreement shall be governed and construed under the laws of the State of California. Any action to enforce the provisions of this Agreement shall be filed in a court located in the County of Tulare, CA. .03, There shall be no discrimination on the basis of race, sex, religion, or national origin against any person employed by Accela.com/SCSI for the performances of services herein described. Al2.00. WARRANTIES. Accela.com/SCSI warrants and represents that it has full authority to enter into this Agreement and to consummate the transaction contemplated hereby and that this Agreement is not in conflict with any other agreement to which Accela.com/SCSI is a party or by which it may be bound. Redlands_mai.doc 3 USER ACCELA.COM/SCSI 7. A13.00. TERMINATION. .01. This Agreement automatically terminates on June 30th each year, and is subject to renewal only if mutually agreed upon. A14.00. WAIVER. .01. It is expressly understood and agreed that no waiver granted by the User for any violation of any covenant, term or condition of this Agreement shall be construed to constitute a waiver of the same of any further violation without the prior written approval of the User. A15.00. ASSIGNMENT AND DELEGATION. .01. User shall not assign, sublet or transfer any interest in or duty under this Agreement without the written consent of Accela.com/SCSI. A16.00. RESOLUTION OF DISPUTES. .01. It is anticipated that disputes between Accela.com/SCSI and the User will be resolved between the parties. The parties agree that in attempting to resolve disputes they will act promptly, reasonably, and in good faith. A17.00. NOTICE. All notices, requests, demands and other communication shall be in writing and sent by registered mail, certified mail or hand delivery, addressed to the partys principal place of business herein written. Either party may by notice in writing, direct that future notices, requests, or demands be sent to a different address. Notices given by personal delivery shall be deemed given at the time of actual delivery. ACCELA.COM/SCSI USER Accela.com/Sierra Computer Systems, Inc. 1731 West Walnut Avenue Visalia, California 93277 City of Redlands P.O. Box 3005/35 Cajon Street, Suite 220 Redlands, CA 92373 A18.00. ACCELA.COM/SCSI INSTRUCTIONS .01. Accela.com/SCSI shall be responsible for delivery of the 'Software' Source Code of PERMITS' Plus ® to Accela.com/SCSI's escrow account. Source code for those modules will be made available from the escrow agent to User if: a) The most current version of the "Software" is not supported. In such case if User is actively covered under this Agreement, copies of the 'Software' (most current version) will be provided to the User under the terms of this Agreement. The Source Code for all these modules created by Accela.com/SCSI will be made available for a fee equal to the total License fee paid by the User to Accela.com/SCSI. User has unrestricted access to the 'Software' it has accepted from Accela.com/SCSI. However, User is bound by the original terms of their License Agreement and may not transfer the 'Software' under any terms. User hereby acknowledges that User has read this Agreement understands it and agrees to be bound by its terms and conditions. User further agrees that it is the complete and exclusive Agreement between User and Accela.com/SCSI relating to the subject matter of this Agreement. User acknowledges receipt from Accela.com/SCSI of a true copy of this Agreement. IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written. ACCELA.COM/SCSI By: )h. Typed: Robert Ausherman, President for Accela.com/Sierra Computer Systems, Inc. 1731 West Walnut Avenue Visalia, California 93277 USER41(Z/Leot By: Pat Gilbreath, mayor Typed: City of Redlands P.O. Box 3005/35 Cajon Street, Suite 220 Redlands, CA 92373 ATTEST: brie Poy - 3 city Clerk Redlands mai.doc 4 USER ACCELA.COM/SCSI Contract - PERMITS' Plus Software System - On motion of Councilmember George, seconded by Councilmember Haws, the City Council approved, by AYE votes of all present, a contract with Accela.com/Sierra Computer Systems, Inc. for the purchase, development, installation and training of the PERMITS' Plus Software System in an amount not to exceed $64,894.05 and authorized the Mayor and City Clerk to execute the agreement on behalf of the City. On motion of Councilmember George, seconded by Councilmember Haws, the City Council approved, by AYE votes of all present, installation of Velocity Hall and authorized the Mayor to sign a letter of intent. This system will provide for the tracking and control or processes and permits within the Planning, Code Enforcement, and Building and Safety Divisions. Funds - Excellence in Government Award - On motion of Councilmember George, seconded by Councilmember Haws, the City Council approved, by AYE votes of all present, an additional appropriation in the amount of $20,000.00 to the Police Department for public information materials pursuant to the Council for Excellence in Government award. The Redlands Police Department is a semi-finalist in the Innovation in American Government award process sponsored by the Council for Excellence in Government, the Ford Foundation, and Harvard University's Kennedy School of Government. As such, the department is slated to received $20,000.00 to be used to publicize its community policing model, Risk Focused Policing. Resolution No. 5789 - Weed Abatement Costs - On motion of Councilmember George, seconded by Councilmember Haws, the City Council adopted, by AYE votes of all present, Resolution No. 5789, a resolution of the City Council of the City of Redlands providing for the assessment of costs resulting from the abatement of weeds which constitute a fire hazard. Appointment - Human Relations Commission - On motion of Councilmember George, seconded by Councilmember Haws, the City Council reappointed, by AYE votes of all present, Arthur Rand to the Human Relations Commission to a four-year term to July 2, 2004, as recommended by Mayor Gilbreath. Agreement - City Manager - On motion of Councilmember George, seconded by Councilmember Haws, the City Council approved, by AYE votes of all present, an amendment to the date of employment with Larry E. Burgess for the Interim City Manager position to reflect the commencement date of May 16, 2000, rather than April 24, 2000. Contract Award - EOC Improvements - Bids were opened and publicly declared on July 20, 2000, in the office of the Public Works Director for the construction of the Emergency Operations Center (EOC) Tenant Improvements Project. This project will construct temporary living quarters within the existing EOC building to house fire personnel from Fire Station No. 1 during renovation work on the existing station. The City sent plans and specifications requesting bids to August 1, 2000 Page 4