HomeMy WebLinkAboutC4. Accela Inc
Commission Memorandum
REPORT TO: Honorable Mayor and City Commission
FROM: Scott McMahan, Information Technology Manager
SUBJECT: Accela Mobile Application Platform Purchase
MEETING DATE: October 26th, 2015
AGENDA ITEM TYPE: Consent
RECOMMENDATION: Authorize the City Manager to sign the Accela, Inc. contract for
the purchase and setup of the Accela Citizen Engagement & Workflow Management Suite. The
dollar amount for the product is $12,900.00 up front with an annual renewal going forward with a maximum of 3% increase per year.
BACKGROUND: There is a desire in the GIS department to have a mobile application that
will allow our citizens (at some future date) to report problems around the city. These problems
include pot holes, graffiti and everything in between. This application will allow these reported issues to be passed through to Cityworks (the city’s asset management application). City staff will then be able to work on resolution of those issues and the citizen will be kept in the loop
regarding their issue through the mobile application. The IT department desires to have a mobile
application that can do this and much more and be a one stop mobile application for both
residents of Bozeman and those that may be visiting. This application is very flexible and can be expanded to provide access to many services such as bill pay, parks and recreation information, crime reporting and many others.
FISCAL EFFECTS: The funding for this planned project is in the GIS department CIP. Project number GIS01.
ALTERNATIVES: As suggested by the City Commission.
Attachments: Addendum to Accela Contract – Final.pdf Cert_2_1857199_1.pdf
OrderFormAgreement-BozemanMT.docx
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PublicStuff, an Accela Company
214 W 29th Street, Room 205, New York, NY 10001 | email: sales@publicstuff.com | phone: (347) 442-7227
an Accela, Inc. company
Please complete the information highlighted in yellow below.
Date October 14, 2015
Order form valid for 30 days after Date of delivery.
Pro Edition Order Schedule (OS) Confirmation
General Information
Client Name Bozeman, MT
Client Contact Scott McMahan
Client Contact Email SMcMahan@bozeman.net
Accounts Payable Information
Accounts payable contact will receive invoice via email. Please enter their information below:
AP Contact
AP Address 2633 CAMINO RAMON, Ste. 500, San ramon, ca 94583
AP Contact Email ACCOUNTSRECEIVABLES@ACCELA.COM
Agreement Term
Invoices will be sent out using the term start and end dates below:
Term Start November 1, 2015
Term End October 31, 2016
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PublicStuff, an Accela Company
214 W 29th Street, Room 205, New York, NY 10001 | email: sales@publicstuff.com | phone: (347) 442-7227
Description of Services
Accela CRM, formerly known as PublicStuff, Inc. (“PublicStuff”) will provide Client with access to
Accela’s citizen engagement & workflow management suite (the “Services”), which includes the
following:
● Custom branded smartphone applications
● Public-facing web portal
● Cloud-based CRM and administrative dashboard
Staff User Accounts Unlimited
Mobile Application City branded in-app store application for iOS & Android, with
Unlimited widgets. General Blackberry & Windows app.
Mapping Features Google (standard) and ESRI (enhanced)
Reporting Enhanced reporting with analytics
System Configuration Remote, account manager assisted
Training Remote, account manager assisted
Account Support Account Management support is available Monday through
Friday between 4:00am and 6:00pm PT, excluding holidays.
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Products & Pricing Conditions
Product Pricing
SKU# Product Billing
Frequency Price
SS65APSTT020001 Accela Public Stuff CRM Tier 2
15K - 100K population Annual $4,500
SS65APSTPOP0201 Accela Public Stuff CRM Tier 2
Population Fee; per 5K in
population over 15K Annual $4,800
SS65ACWKT020001 Accela CRM T02 P+50K
Cityworks Integration $3,600
Total Annual Subscription $12,900
Payment
Accela will send Client invoices on an upfront basis based on the Acclea Agreement Term
Start Date. Payments will be due within 30 days of the Acclea Agreement Term Start Date.
Any changes to the Term Start Date needs to be approved in writing by both parties.
Should Acclea not receive payment when due, Accela reserves the right to discontinue
Services upon ten days prior with written notice. Client will be responsible for all costs and
expenses (including, without limitation, reasonable attorneys fees) Accela incurs in
collecting late payments not disputed in good faith.
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PublicStuff, an Accela Company
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Acceptance & Authorization
This Order Schedule (“OS”) is entered into between Client and Accela. Client accepts and
agrees to adhere to the Terms and Conditions for Acclea Services hereby incorporated, which,
together with this OS will be referenced as the “Agreement.” This Agreement between Client
and Accela, which Client hereby acknowledges and accepts, constitutes the entire agreement
between Accela and Client governing the Services referenced above. Client represents that its
signatory below has the authority to bind Client to the terms of this Agreement. Additionally,
Client hereby consents to extend to other municipalities the terms, with the exclusion of pricing,
of this Agreement for use in inter-governmental cooperative purchasing (“Piggybacking”).
ACCELA, Inc Client:
By: By:
Printed Name: Colin Samuels Printed Name:
Title: Assistant Corporate Secretary Title
Date: Date:
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Exhibit A
(Terms and Conditions)
Terms and Conditions for Accela CRM Services
These terms and conditions for services (“agreement”) and one or more written orders (“order schedules”) govern use of our services.
If you are entering into this agreement on behalf of a municipality or other legal or governmental entity, you represent that you have the
authority to bind such entity to these terms and conditions, in which case the terms "you" or "your" shall refer to such entity. If you do not have
such authority, or if you do not agree with these terms and conditions, you must not accept this agreement and may not use the services. You
are entering into this agreement with Accela, Inc., a California corporation (“Accela”, “we”, “us” or “ours”).
Accela provides a tool that You can use to understand issues surfaced by users of the Accela applications in respect of Your city, municipality,
facility, complex, building or campus. By subscribing to the Accela Service, Accela allows You to interact directly with individuals in Your location
by providing such individuals with tools and applications to report issues, concerns or problems to You for efficient resolution. The Accela
Services are made available to You through a password-protected hosted interface and dashboard provided by Accela.
This Agreement and the applicable Order Schedules (incorporated herein by reference) are effective between You and Accela as of the date
that You accept these Terms and Conditions.
1. DEFINITIONS
•“Implementation Services” means services provided to You to integrate and implement the Accela Services, as may be mutually agreed upon
by the parties.
•“Platform” means all ideas, concepts, inventions, systems, platforms, software, dashboards, interfaces, tools, utilities, templates, forms,
techniques, methods, processes, algorithms, know-how, trade secrets and other technologies, implementations and information that are used
by Accela in providing the Accela Services.
•“Accela Data” means all data and information created, received, processed or provided by Accela in performing the Accela Services, or that
result from performance of the Accela Services.
•“Accela Services” means, collectively, the interface and dashboard hosted by Accela and provided to You from time to time, the Accela Data,
the Platform, the Implementation Services and the documentation. The Accela Services include any change, improvement, extension or other
new version thereof that is developed or otherwise made available to You.
•“Third-Party Applications” means online, Web-based applications and offline software products that are provided by third parties,
interoperate with the Accela Services, and are identified as third-party applications.
•"User Guide" means the online user guide for the Services, accessible via login at accounts.publicstuff.com as updated from time to time.
•"Users" means individuals who are authorized by You to use the Accela Services and who have been supplied user identifications and
passwords by You (or by Us at Your request). Users may include but are not limited to Your employees, consultants, contractors and agents.
•"You" or "Your" means the Municipality or other legal or governmental entity for which you are accepting this Agreement.
•"Your Data" means all electronic data or information submitted by You to the Accela Services.
2. ACCELA SERVICES
2.1 Order Schedules
These Terms and Conditions will be implemented through one or more written orders that reference this Agreement and contain such other
information as Your contact information, the Accela Services to be accessed, any third-party applications to be accessed, subscription fees,
implementation services, the term and agreed-upon termination provisions. Any change to the terms of this Agreement within an Order
Schedule will apply only to the Accela Service described therein. Accela may provide the Accela Services directly, or indirectly using contractors
or other third party vendors or service providers. Accela agrees that it shall be fully responsible for performance of Accela Services for You by
any such third party contractors, vendors or service providers.
2.2 Accela Services
Subject to these terms and conditions and the Order Schedules, Accela will use commercially reasonable efforts to operate and host the
Platform in connection with making the Accela Services available to Customer in accordance with the service levels which can be accessed on
our website at http://www.publicstuff.com/terms as amended, from time to time. Accela reserves the right to modify the Accela Services (in
whole or in part) at any time, provided that Accela will not materially reduce the functionality of the Accela Services.
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2.3 Analytics
Accela hereby grants You all necessary rights to access and analyze Accela Data, solely via the Accela Services during the term defined in the
applicable Order Schedule.
2.4 Third-Party Products and Services
Accela may offer Third-Party Applications for sale under Order Schedules. Any other acquisition by You of Third-Party Applications, and any
exchange of data between You and any third-party provider, is solely between You and the applicable third-party provider. Accela does not
warrant or support third-party products or services, except as specified in an Order Schedule. No purchase of third-party products or services is
required to use the Accela Services.
2.5 Third-Party Applications and Customer Content
If You install or enable Third-Party Applications for use with the Accela Services, You acknowledges that Accela may allow providers of those
Third-Party Applications to access Your content as required for the interoperation of such Third-Party Applications with the Accela Services.
Accela shall not be responsible for any disclosure, modification or deletion of Your content resulting from any such access by Third-Party
Application providers.
2.6 Availability of Third Party Applications
Accela Service features that interoperate with Third Party Applications depend on the continuing availability of such Third Party Applications. If
such Third Party Applications cease to be available on reasonable terms for inclusion in the Accela Services, Accela may cease providing such
Third Party Applications without entitling You to any refund, credit, or other compensation.
2.7 Support
Accela will use commercially reasonable efforts to provide You with the necessary technical support and updates for the Accela Services.
2.8 Limitations
Accela will not be responsible or liable for any failure in the Accela Services resulting from or attributable to (a) usage in excess of the usage for
which You have ordered pursuant to an applicable Order Schedule, (b) failures in any telecommunications, network or other service or
equipment that are not within Accela’s reasonable control, (c) Your negligence, acts or omissions, (d) any force majeure or other cause beyond
Accela's reasonable control, or (e) unauthorized access, breach of firewalls or other hacking by third parties, except to the extent such access,
breach or hacking is caused by Accela’s negligence or willful misconduct.
2.9 Privacy
Accela shall collect, process and store personally identifiable information in accordance with Accela’s privacy policy located at
http://www.publicstuff.com/privacy.
2.10 User Subscriptions
Unless otherwise specified in the applicable Order Confirmation, (i) Services are purchased as User subscriptions and may be accessed by no
more than the specified number of Users, (ii) additional User subscriptions may be added during the applicable subscription term at the same
pricing as that for the pre-existing subscriptions thereunder, prorated for the remainder of the subscription term in effect at the time the
additional User subscriptions are added, and (iii) the added User subscriptions shall terminate on the same date as the pre-existing
subscriptions. User subscriptions are for designated Users only and cannot be shared or used by more than one User but may be reassigned to
new Users replacing former Users.
3. FEES AND PAYMENTS
3.1 Fees
You agree to pay Accela all fees and expenses in the amounts and at the times specified in the applicable Order Schedule.
3.2 Payment Terms
Unless specified otherwise or subject to a good faith dispute, all amounts due hereunder shall be paid in full (without deduction, set-off or
counterclaim) within 30 days after Your receipt of invoice in US dollars at Accela's address or to an account specified by Accela.
3.3 Overdue Charges
If any charges are not received from You by the due date, then at Our discretion, (a) such charges may accrue late interest at the rate of 1.5% of
the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, from the date such payment was due until the
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date paid, and/or (b) We may condition future subscription renewals and Order Confirmations on payment terms shorter than those specified
above.
3.4 Suspension of Service and Acceleration
If any amount owing by You under this or any other agreement for Our services is 30 or more days overdue, We may, without limiting Our other
rights and remedies, accelerate Your unpaid fee obligations under such agreements so that all such obligations become immediately due and
payable, and suspend Our services to You until such amounts are paid in full.
4. PROPRIETARY RIGHTS
4.1 Accela Services
Except for the limited rights and licenses expressly granted to You hereunder, no other license is granted, no other use is permitted and Accela
(and its licensors) shall retain all rights, title and interests (including all intellectual property and proprietary rights) in and to the Accela
Services.
4.2 Customer Content
You shall own all rights in all content and data created or provided by You, subject to the rights and licenses granted herein. During the term of
this Agreement, You hereby grant Accela and its successors a worldwide royaltyfree, nonexclusive, sublicensable right and license to exploit and
use Your content in connection with the provision or exploitation of the Accela Services.
4.3 Restrictions
Except as expressly permitted in this Agreement, You shall not directly or indirectly (a) use any of Accela's Confidential Information (as defined
herein) to create any service, software, documentation or data that is similar to any aspect of the Accela Services, provided that the foregoing
does not prohibit independent development of similar functionality by You or third parties, (b) disassemble, decompile, reverse engineer or use
any other means to attempt to discover any source code of the Platform, or the underlying ideas, algorithms or trade secrets therein, (c)
encumber, sublicense, transfer, rent, lease, time-share or use the Accela Services in any service bureau arrangement or otherwise for the
benefit of any third party, (d) copy, distribute, manufacture, adapt, create derivative works of, translate, localize, port or otherwise modify any
aspect of the Accela Services, (e) use or allow the transmission, transfer, export, re-export or other transfer of any product, technology or
information it obtains or learns pursuant to this Agreement (or any direct product thereof) in violation of any export control or other laws and
regulations of the United States or any other relevant jurisdiction or (f) permit any third party to engage in any of the foregoing proscribed acts.
5. CONFIDENTIALITY
Each party agrees that the business, technical and financial information, that is designated in writing as confidential, or is disclosed in a manner
that a reasonable person would understand the confidentiality of the information disclosed, shall be the confidential property of the disclosing
party and its licensors (“Confidential Information”). Confidential Information does not include information that (a) is previously rightfully known
to the receiving party without restriction on disclosure, (b) is or becomes known to the general public, through no act or omission on the part of
the receiving party, (c) is disclosed to the receiving party by a third party without breach of any separate nondisclosure obligation, or (d) is
independently developed by the receiving party. Except as expressly and unambiguously allowed herein, the receiving party will hold in
confidence and not use or disclose any Confidential Information and shall similarly bind its employees, consultants, and independent
contractors. Upon the expiration or termination of this Agreement, all of the Confidential Information (including any copies) will be returned to
the disclosing party, and receiving party will make no further use of such materials. If required by law, the receiving party may disclose
Confidential Information of the disclosing party, but will give adequate prior notice of such disclosure to the disclosing party to permit the
disclosing party to intervene and to request protective orders or other confidential treatment therefor.
6. LIMITED WARRANTY AND DISCLAIMERS
6.1 General
Each party represents and warrants that: (a) it is a duly organized and validly existing under the laws of the jurisdiction in which it is organized;
(b) it has full power and authority, and has obtained all approvals, permissions and consents necessary, to enter into this Agreement and to
perform its obligations hereunder; (c) this Agreement is legally binding upon it and enforceable in accordance with its terms; and (d) the
execution, delivery and performance of this Agreement does not and will not conflict with any agreement, instrument, judgment or
understanding, oral or written, to which it is a party or by which it may be bound.
6.2 Accela
Accela warrants to Customer that (i) the Accela Services will be provided in a professional and workmanlike manner; (ii) the Accela Services will
perform in accordance with the documentation in all material respects; (iii) the Accela Services as delivered by Accela do not contain any Trojan
horses, worms, or undocumented disabling devices; and (iv) Accela scans the Accela Services and the hosted environment for known viruses
using industry standard virus detection techniques.
6.3 Disclaimers
ACCELA DOES NOT WARRANT THAT THE ACCELA SERVICES WILL MEET YOUR REQUIREMENTS OR RESULT IN ANY OUTCOME, OR THAT THEIR
OPERATION WILL BE UNINTERRUPTED OR ERROR-FREE. TO THE FULLEST EXTENT PERMITTED BY LAW, ACCELA HEREBY DISCLAIMS (FOR ITSELF
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AND ITS SUPPLIERS) ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, WITH RESPECT TO THE ACCELA SERVICES
INCLUDING, WITHOUT LIMITATION, ALL IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT, INTEGRATION,
MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE AND ALL WARRANTIES ARISING FROM ANY COURSE OF DEALING, COURSE OF
PERFORMANCE OR USAGE OF TRADE.
7. INDEMNIFICATION
7.1 Infringement
Except as provided below, Accela agrees to (a) defend You against any claim by a third party that the Accela Service infringes a valid US patent
(issued as of the Effective Date), or any copyright or trade secret, of such third party and (b) indemnify You for settlement amounts or damages,
liabilities, costs and expenses (including reasonable attorneys' fees) awarded and arising out of such claim. If any Accela Service becomes or, in
Accela's opinion, is likely to become the subject of any injunction preventing its use as contemplated herein, Accela may, at its option (i) obtain
for You the right to continue using the Accela Service or (ii) replace or modify the Accela Service so that it becomes non-infringing without
substantially compromising its principal functions. If (i) and (ii) are not reasonably available to Accela then it may (iii) terminate this Agreement
upon written notice to You and refund to You any Accela Service fees that were pre-paid for the then current term, pro-rated for the remainder
thereof.
7.2 Exclusions
Accela shall have no liability or obligation hereunder with respect to any claim based upon (a) use of any Accela Service in an application or
environment or on a platform or with devices for which it was not designed or contemplated, (b) modifications, alterations, combinations or
enhancements of the Accela Service not created by or for Accela (c) any of your content, (d) any portion of the Accela Service that implements
Your requirements, (e) Your continuing allegedly infringing activity after being notified thereof or its continuing use of any version after being
provided modifications that would have avoided the alleged infringement or (f) any intellectual property right in which You or any of its
affiliates has an interest.
7.3 Procedures
Any claim for indemnification hereunder requires that (a) the indemnified party provides prompt written notice of the claim and reasonable
cooperation, information, and assistance in connection therewith, and (b) the indemnifying party shall have sole control and authority to
defend, settle or compromise such claim. The indemnifying party shall not make any settlement that requires a materially adverse act or
admission by the indemnified party without the indemnified party's written consent (such consent not to be unreasonably delayed, conditioned
or withheld). The indemnifying party shall not be liable for any settlement made without its prior written consent.
7.4 Entire Liability
The foregoing states the entire liability of Accela and Your exclusive remedy, with respect to any actual or alleged violation of intellectual
property rights by the Accela Services, any part thereof or its use or operation.
8. LIMITATION OF LIABILITY
EXCEPT FOR ANY BREACH OF SECTION 5 (CONFIDENTIALITY), INDEMNIFICATION OBLIGATIONS PURSUANT TO SECTION 7 OR A PARTY”S GROSS
NEGLIGENCE OR WILFULL MISCONDUCT, IN NO EVENT SHALL EITHER PARTY BE LIABLE CONCERNING THE SUBJECT MATTER OF THESE TERMS
AND CONDTIONS OR ANY ORDER SCHEDULE, REGARDLESS OF THE FORM OF ANY CLAIM OR ACTION (WHETHER IN CONTRACT, NEGLIGENCE,
STRICT LIABILITY OR OTHEREWISE), FOR ANY (A) LOSS OR INACCURACY OF DATA, LOSS OR INTERRUPTION OF USE, OR COST OF PROCURING
SUBSTITUTE TECHNOLOGY, GOODS OR SERVICES, (B) INDIRECT, PUNITIVE, INCIDENTAL, RELIANCE, SPECIAL, EXEMPLARY OR CONSEQUENTIAL
DAMAGES INCLUDING, BUT NOT LIMITED TO, LOSS OF BUSINESS, REVENUES, PROFITS AND GOODWILL OR (C) DAMAGES IN THE AGGREGATE,
IN EXCESS OF THE AMOUNT PAID TO IT (IN THE CASE OF ACCELA) OR PAID AND PAYABLE BY IT (IN THE CASE OF YOU) HEREUNDER DURING THE
PREVIOUS 12 MONTHS, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
9. TERM AND TERMINATION
9.1 Term
These Terms and Conditions and each applicable Order Schedule shall commence upon your acceptance of the Terms and Conditions and each
Order Schedule and shall continue in effect until terminated in accordance with the Order Schedule.
9.2 Termination
This Agreement may be terminated (in whole, or in respect of any Order Schedule) by a party (a) if the other party materially breaches a
provision of these Terms and Conditions or the applicable Order Schedule and fails to cure such breach within 30 days (10 days in the case of
non-payment) after receiving written notice of such breach from the non-breaching party or (b) as otherwise set forth in the Order Schedule.
9.3 Effects of Termination
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Upon any expiration or termination of any Order Schedule or the termination of these Terms and Conditions, all corresponding rights,
obligations and licenses of the parties shall cease, except that (a) all obligations that accrued prior to the effective date of termination
(including without limitation, all payment obligations) shall survive and (b) the provisions of Sections 3 (Fees and Payments), 4 (Proprietary
Rights), 5 (Confidentiality), 6 (Limited Warranty and Disclaimers), 7 (Indemnification), 8 (Limitation of Liability), 10 (General Provisions) and this
Section 9.3 shall survive.
10. GENERAL PROVISIONS
10.1 Entire Agreement
These Terms and Conditions (including the Order Schedules) constitutes the entire agreement, and supersedes all prior negotiations,
understandings or agreements (oral or written), between the parties regarding the subject matter of these Terms and Conditions (and all past
dealing or industry custom). Any inconsistent or additional terms on any related writing or similar form, even if signed by the parties hereafter,
shall have no effect under these Terms & Conditions. Accela reserves the right to change these Terms and Conditions from time to time upon
written notice to You. The failure of either party to enforce its rights under these Terms and Conditions at any time for any period will not be
construed as a waiver of such rights, and the exercise of one right or remedy will not be deemed a waiver of any other right or remedy. If any
provision of these Terms and Conditions is determined to be illegal or unenforceable, that provision will be limited or eliminated to the
minimum extent necessary so that these Terms and Conditions will otherwise remain in full force and effect and enforceable.
10.2 Prevailing Party
In any action or proceeding to enforce these Terms and Conditions, the prevailing party will be entitled to recover from the other party its costs
and expenses (including reasonable attorneys' fees) incurred in connection with such action or proceeding and enforcing any judgment or order
obtained.
10.3 Remedies
Except as specifically provided otherwise herein, each right and remedy in these Terms and Conditions is in addition to any other right or
remedy, at law or in equity. Each party agrees that, in the event of any breach or threatened breach of Section 4 or 5, the non-breaching party
will suffer irreparable damage for which it will have no adequate remedy at law. Accordingly, the non-breaching party shall be entitled to injunctive and other equitable remedies to prevent or restrain such breach or threatened breach, without the necessity of posting any bond.
10.4 Notices
All notices under these Terms and Conditions will be in writing, in English and delivered to the parties at their respective addresses stated
herein or at such other address designated by written notice. Notices will be deemed to have been duly given when received, if personally
delivered; when receipt is electronically confirmed, if transmitted by facsimile; the day after being sent, if sent for next day delivery by
recognized overnight delivery service; or upon receipt, if sent by certified or registered mail, return receipt requested.
10.5 Force Majeure
In the event that either party is prevented from performing, or is unable to perform, any of its obligations under these Terms and Conditions
and Order Schedule(s) (except payment obligations) due to any cause beyond its reasonable control, the affected party shall give written notice
thereof to the other party and its performance shall be extended for the period of delay or inability to perform due to such occurrence.
10.6 Publicity
Neither party shall use the other party’s trademarks, trade names or make any public statements concerning the relationship between the
parties without the other party’s prior written consent, which will not be unreasonably withheld, conditioned or delayed. Notwithstanding the
foregoing, You hereby grant to Accela the right to use, reproduce and publish, Your name, trademarks, service marks, brand names and brand
marks in connection with advertising, marketing and sales.
10.7 Assignment
These Terms and Conditions and the rights and obligations hereunder may not be assigned, in whole or in part, by either party without the
other party's written consent, not to be unreasonably withheld, conditioned or delayed. However, without consent, either party may assign
their rights and obligations hereunder to any successor to all or substantially all of its business (whether by sale of assets or equity, merger,
consolidation or otherwise). These Terms and Conditions shall be binding upon, and inure to the benefit of, the successors, representatives and
permitted assigns of the parties hereto.
10.8 Independent Contractors
The parties shall be independent contractors, and nothing herein will constitute either party as the employer, employee, agent or
representative of the other party, or both parties as joint venturers or partners for any purpose.
10.9 Anti-Corruption
You have not received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from any of Our employees or
agents in connection with these Terms and Conditions. If You learn of any violation of the above restriction, You agree to contact us
immediately.
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ADDENDUM TO THE AGREEMENT BETWEEN THE CITY OF BOZEMAN AND ACCELA, INC. FOR Citizen Engagement &
Workflow Management Suite (the “Services”),
This Addendum to the Terms and Conditions for Accela CRM, formerly PublicStuff Pro
Services, (the “Agreement”) between the City of Bozeman (“City”) and Accela, Inc., a California
corporation (“Accela” or “Contractor”) (collectively, the “Parties”) (referred to herein as the “Agreement”) is hereby entered into as of this ___ day of October, 2015.
RECITALS
The Parties seek to enter into an agreement for Accela to provide Subscription Services;
and
The Parties desire to amend various provisions in the “Services Terms and Conditions” to clarify the terms and conditions of the products and services provided by Accela.
NOW, THEREFORE, in consideration of the Parties’ performance of the promises,
covenants, and conditions stated herein, the Parties hereby amend the Agreement as follows:
The attached “Services Terms and Conditions” are hereby amended as indicated by the
corresponding Sections below:
1. Section 8 (language added)
EXCEPT FOR ANY BREACH OF SECTION 5 (CONFIDENTIALITY), INDEMNIFICATION
OBLIGATIONS PURSUANT TO SECTION 7 OR A PARTY”S NEGLIGENCE OR WILFULL
MISCONDUCT, IN NO EVENT SHALL EITHER PARTY BE LIABLE CONCERNING THE SUBJECT
MATTER OF THESE TERMS AND CONDTIONS OR ANY ORDER SCHEDULE, REGARDLESS
OF THE FORM OF ANY CLAIM OR ACTION (WHETHER IN CONTRACT, NEGLIGENCE, STRICT
LIABILITY OR OTHEREWISE), FOR ANY (A) LOSS OR INACCURACY OF DATA, LOSS OR
INTERRUPTION OF USE, OR COST OF PROCURING SUBSTITUTE TECHNOLOGY, GOODS OR
SERVICES, (B) INDIRECT, PUNITIVE, INCIDENTAL, RELIANCE, SPECIAL, EXEMPLARY OR
CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO, LOSS OF BUSINESS,
REVENUES, PROFITS AND GOODWILL OR (C) DAMAGES IN THE AGGREGATE, IN EXCESS
OF THE AMOUNT PAID TO IT (IN THE CASE OF PUBLICSTUFF) OR PAID AND PAYABLE BY IT
(IN THE CASE OF YOU) HEREUNDER DURING THE PREVIOUS 12 MONTHS, EVEN IF IT HAS
BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ACCELA’S LIMITATION OF
LIABLITY DESCRIBED ABOVE IS NOT OFFSET BY ITS INSURANCE COVERAGE AND IS
PROVIDED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAWS.
Insurance Coverage: During the term of this Agreement, Contractor shall, at Contractor’s expense, obtain
insurance coverage which insures the liabilities and obligations assumed by the Contractor under this
Agreement in amounts not less than as follows:
Workers’ Compensation – statutory;
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Employers’ Liability - $1,000,000 per occurrence; $2,000,000 annual aggregate;
Commercial General Liability - $1,000,000 per occurrence; $2,000,000 annual
aggregate.
The City of Bozeman, its officers, agents, and employees shall be endorsed as an additional or named
insured on a primary noncontributory basis on the Commercial General Liability policy. The insurance
and required endorsements must be in a form suitable to City and Contractor shall provide no less than
a thirty (30) day notice of cancellation or non-renewal. The City must approve all insurance coverage
and endorsements prior to the Contractor commencing work and non-approval will result in cancellation
and will not be considered breach. Contractor shall notify City within two (2) business days of
Contractor’s receipt of notice that any required insurance coverage will be terminated or Contractor’s
decision to terminate any required insurance coverage for any reason.
2. Section 2.2 (language added):
Subject to these terms and conditions and the Order Schedules, Accela will use commercially reasonable
efforts to operate and host the Platform in connection with making the Services available to Customer.
Accela reserves the right to modify the Accela Services (in whole or in part) at any time, provided that
Accela will not materially reduce the functionality of the Accela Services.
Accela warrants that the Services will be available (accessible through the API) no less than ninety-nine
point nine percent (99.9%) of each calendar month. For each month during which the availability of
the Services does not achieve the established standard, Accela will provide a credit to Customer’s
account, as indicated below as liquidated damages provided that the unavailability is timely identified
by Customer in writing and can be objectively verified. Credits accumulated pursuant to this Section
may be applied to Customer’s choice of (1) future Service renewal costs; (2) additional Accela products
and/or services, ; or (3) if Customer does not renew the Services and credits are available, Accela shall
pay to Customer and amount equal to the value of Credits.
The availability requirements for the Services, excluding planned maintenance downtime, are
below. The availability “Uptime” is calculated on a calendar month basis as U=O/(M-P)*100,
where U is Uptime, O is the amount of operational uptime for the Services during a given
month, M is the number of minutes in the month, and P is the number of minutes of planned
downtime during the month. Credits are calculated on pro-rated monthly fees for the applicable
Service.
Uptime Credit
≥99.9% None
<99.9% but ≥99.0% 15%
<99.0% but ≥95.0% 35%
<95.0% 100%
3. Non-discrimination (language added).
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The Contractor agrees that all hiring by Contractor of persons performing this Agreement shall be on the
basis of merit and qualifications. The Contractor will have a policy to provide equal employment
opportunity in accordance with all applicable state and federal anti-discrimination laws, regulations, and
contracts. The Contractor will not refuse employment to a person, bar a person from employment, or
discriminate against a person in compensation or in a term, condition, or privilege of employment because
of race, color, religion, creed, political ideas, sex, age, marital status, national origin, actual or perceived
sexual orientation, gender identity, physical or mental disability, except when the reasonable demands of
the position require an age, physical or mental disability, marital status or sex distinction. The Contractor
shall be subject to and comply with Title VI of the Civil Rights Act of 1964; Section 140, Title 2, United
States Code, and all regulations promulgated thereunder. The Contractor shall require these
nondiscrimination terms of its sub-Contractors providing services under this Agreement.
Unless expressly modified herein, all of the remaining terms and conditions set forth in the Agreement shall
remain in full force and effect.
IN WITNESS THEREOF, the Parties hereto have executed this Addendum on the day and year first shown above.
ACCELA, Inc. CITY OF BOZEMAN
By By
Print name: Print name: Chris Kukulski
Title: Title: City Manager
Dated Dated
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