HomeMy WebLinkAbout15- PublicStuff for Mobile App SoftwarePUBLICSTUFF
an Acee/a, Inc. company
Please complete the information highlighted in yellow below.
I Date fo/a,14/ Jlbl 5 ~•ee~ l:, 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
A~unt$._P~yat,,I_~ InfQrm~tjqn
Accounts pa~ble contact Will re®i°Ve:tnv-ok:e.vle.email, PJ.ease~t:er.t~l.rinform~tlon l:>elow:
AP Contact 2633 CAMINO RAMON, Ste. 500, San ramon, ca 94583
AP Address
AP Contact Email ACCOUNTSRECEIVABLES@ACCELA.COM
Agreement Term
Invoices will be sent out using the term start and end dates below:
Term Start November 1, 2015
Term End October 31, 2016
PublicStuff, an Acc:ela Company
214 W 29th street, Room 205, New York, NY 10001 I email: sales@publicstuff.com I phone: (347) 442~7227
Description of Services
Accela CRM, formerly known as PubllcStuff, Inc. ("PubllcStuff'') will provide Client with access to
Accela's citizen engagement & workflow management suite (the "Services"), which includes the
following:
• Custom branded smartphone applications
• Public-facing web portal
• Cloud-based CRM and administrative dashboard
Staff User Accounts Unlimited
Mobile Application City branded in-app store application for iOS & Android, with
Unlimited widgets. General Blackberry & Windows app.
Mapping Features Google (standard) and ESRI ( enhanced)
Reporting Enhanced reporting with analytics
System Configuration Remote, account manager assisted
Training Remote1 account manager assisted
Account Support Account Management support Is available Monday through
Friday between 4:00am and 6:00pm PT, excluding holidays.
PublicStoff, an Ac.cela Company
2.14 W 29th Street, Room 205, New York, NY 10001 I emall: sales@publlcstuff.com J phone: (347) 442~7227
Products & Pricing Conditions
Prcduc:t Pridhl
SS6$.APSl1020001
SS65APSTPOPGZ01
Aa:ela Publtc Stuff CRM Tier 2
15K-1DOK popufstran
Accefa Public stuff CRM ner 2.
Populatk>n Fee; per SK In
population over 15K
Annual $4,500
Annual
Accela <:RM M flt89H!l:nitr. $31600 ~ <;,r\f':::,-,s~s-~~~~~f'le;~ii-l~~w"r.""""~~00~,....-i+.~c~1tvwc~i~u~·~~ltlll!':t:rn1~1•~A~S~~~~~~~~~~~;:-:;rr~
Payment
Acoela wilt send C:ffent Jnwlces on an upfront basJs based on the Acdea Agreement Tenn
Start Date. Payments wlB be due within 30 days of ihe Acdea Agreement Term start Date,
Jlny changes to the Term Start Date needs to be approved rn writing by both parties.
Should Awea not re«Elve payment when due, Aa:efa reserves the right: 1X> dlsamUnue
Setvkes upon mn days prior With written notice. aient wBI be responsible for au costs and
e><perlS8S (lndudfng, Without lfmltalfon, reasonable attnmeys fees) Aca!Ja inasrs In
oollectlng late payment5 not dfspuled In good faith.
Pllbllcsturf, an AclCelll CDmpaaw
214 w 29lh ~ Room 205, New Yoitr,, NY :100011 aman: ~.cam l phone: (347) "142r-7227
Acceptance & Authorization
This Order Schedule C'OS'') ls entered into between Client and Accela. Client accepts and
agrees to adhere to the Terms and Conditions for Acclea Services hereby incorporated, whlch 1
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 tenns 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
11tle: Assistant Corpor~te Secretary r
PublicStuff, an Accela Company
214 w 29th Street, Room 205, New York, NY 10001 I email: sales@publicstuff.com I phone: (347) 442-7227
Terms and Conditions for Accela CRM Servlces
Exhibit A
(Terms and Conditions)
These terms and conditions for services ("agreement") and one or more written orders ("order schedulesn} govern use of our services.
If you are entering Into this agreement on behalf ofa munlc:lpallty or other legal or governmental entity, vou represent that you have the
authority to bind such entity to these terms and conditions. in which case the terms "vcu" or •your" shall refer to such entity. If vou do not have
such authority, or lfvau do not agree with these terms and conditions, vou must not accept this agreement and mav not use the services. You
are entering Into this agreement with Accala, Inc., a California corporation ("Accela", "we", •us" or "ours"),
Acee la provides a tool that You can use to understand Issues surfaced by users of tha Accala applications In respect of Your dty, munlclpality,
faclllty, complex, building or campus. By subscrlblng to the Accela Service, Accala allows Vouto Interact directly with Individuals In Your location
by providing such indlvlduals with tools and appllcatlons to report Issues, co nee ms or problems to You for efficient resolution. 1he Accela
Services are made available to You through a password-protected hosted lnterfa(t) and dashboard provided by Accela.
This Agreement and the applicable Order Schedules (Incorporated herein bv 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 lmplementthe Accala Services, as mav be mutually agreed upon
by the parties.
•"PlatformN means an ideas, concepts, Inventions, systems, platfcrms, software, dashboards, Interfaces, tools, utilities, templates, forms,
techniques, methods, processes, algorithms, know-how, trade se<:rets and other technologies, Implementations and Information that are used
hv Accela in providing the Acee la Services.
•" Acee la DataH means all data and Information created, received, processed or provlded by Accela In performing the Accala Services, or that
result from perfonnance 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 anv change, improvement, extension or other
new verslon thereof that is developed or otherwise made available to You.
•''Third-Party Applications" means onllne, Web-based applications and oflllne software products that are provlded by third parties,
Interoperate with the Accela services, and are Identified as third-party applications.
•"User Gulde" means the onllne user guide for the Services, accessible via login at accounts.publicstuff.com as updated from time to tirne.
•"Users" means Jndlvlduals who are authorlied 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 Munlcipallty 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, ACCJ;LA SERvtces
2.1 Order Sched u!es
Tliese 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 applfcatrons 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 onlv to the Acee la Service described therein, Accela may provide the Accela Services directly, or indirectly using contractor.;
or other third party vendors or service providers. Acee la agrees that It shall be fully responsible for perfonnance of Accela Services for You by
any such thlrd party contractors, vendors or seivice providers.
2,2 Accela Services
Subject to thesa terms and conditions and the Order Schedules, Accala will use commerclally reasonable efforts to operate and host the
Platform In connection with making the Accala Services available to Customer in accordance with the service levels which can be ae<:essed on
our website at http://www.puhncstuff.com/terms as amended, from time to time, Acee la reserves the right to modily the Acrela Services (in
whole or In part) at any time, provided that Acee la wlll not materially reduce the functionality of the Accela Services.
Publlcstuff, an Accela Company
214 W 29th Street, Room 205, New York, NY 10001 I email: sales@publicstuff.com I phone: (347) 442~7227
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 ln 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 anythtrd-party provider, Is solely betwean You and the applicable third-party provider. Accela does not
warrant or support third-party products or services, extept as specified in an Order Schedule. No purchase of third-party products or services is
required to use the Afcela Services,
2.5 Third-Party Applications and Customer Content
If You Install or enable Third-Party Appllcatlons for use with the Accela Services, You acknowledges thatAccela may allow providers of those
Third-Party Applk:atfons to access Your content as required for the: Interoperation of such Third-Party Appllcations 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 ofThird Party Applications
Accela Service features that interoperate with Third Party Applicatrons depend on the continuingavallabllity of such Third Party Applications. If
such Third Party Applications cease to be available on reasonable terms for Inclusion In the Acee la 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 SeNlces.
2.8 Limitations
Accela wlll not be responsible or Jlable for any faHure in the Acee la Sen1ices resulting from or attributable to {a} usage In excess of the usage for
which You have ordered pursu;,ntto an applicable Order Schedule, (b) fallures In any teletommunlcations, 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 contro~ 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 wlllful misconduct.
2.9 Privacy
Accela shall collect, process and store personally Identifiable Information In accordance with Accela's prlvatY policy located at
http://www.publicstuff.com/prlvacy.
2.10 User subscriptions
Unless otherwise specified In the applicable Order Confirmation, (ii Services are pU1'hased as User subscriptions and may be acce$Sed by no
more than the specified number of User.;, (II) addltlonal User subscriptions may be added during the appllcable subscription term at the same
pricing as that for the pre-existing subscrtptlons thereunder, prorated for the remainder of the subscription term In effect at the time the
additional User subscriptions are added, and (Ill} 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 Aa:ela all fees and expenses in the amounts and at the times spedfled in the appllcable Order Schedule.
3.2 PaymentTerms
Unless speclfled otherwise or subject to a good faith dispute, all amounts due hereunder $hall be paid in full (without deduction, set-off or
counterdaiml within 30 days after Your receipt of Invoke In US dollars at Accela's address or to an account specified by Accala.
3.3 overdue Charges
If any charges are not received from Yuu by the d4e 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 ma><imum rate permitted by law, whichever Is lower, from the date such payment was due until the
PublicStuff1 an Accela Company
214 W 29th street, Room 205, New York, NY 10001 I email: sales@publicstuff.com I phone: (347) 442~7227
date paid, and/or (bl We may condition future subscription renewals and Order Confirmations on payment terms shorter than those specified
above.
3.4 Suspension of Service and Acreleration
If any amount owing by You under this or any other agreement for Our services ls 30 or more days overdue, We may, without limiting Our other
rights and remedies, accelerate Your unpaid fee obUgat!ons under such agreements so that all such obligations become lmmed!ately 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 llcense Is granted, no other use Is permitted and Accela
(and Its lfcensors] 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 Acce!a and Its successors a worldwide royaltyfree, nonexclusive, subllcensable right and license to exploit and
use Your content in connection with the provision or exploitation of the Accela ServTces.
4.3 Restrictions
Except as expressly permitted in this Agreement, You shall not directly or Indirectly (a) use any of AOO!la's Confidential Information (as defined
herein) to create any service, software, documentation or data that Is sJmllarto any aspect of the Ar:cela Services, provided that the foregoing
does not prohibit independent development of slmllar functlonallty by You or third parties, {b) disassemble, decomplle, 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, subllcense, transfer, rent, lease, time-share or use the Accela Se!Vlces ln 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 Acee la 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, CONFIDUlTl.AUTY
Each party agrees that the business, technlcal and financial Information, that Ts designated In wrlt!ng as confldent!al, or Is disclosed In a manner
that a reasonable person would understand the confidentiality of the Information disclosed, shal! be the confldentlal property of the dlscloslng
party and lts llcensors (HConfident!al Information"). Confident!al Information does not Include Information that (a} Is previously rightfully known
to the receiving party without restriction on dlscfosure, (b) Is or beCDmes known to the general public, through no act or omission on the p11rt of
the receiving party, (c) ls disclosed to the receMng party by a third party without breach of any separate npndisclosure obl!gatlon, or {d) ts
Independently developed by the receiving party. Except as expressly and unamb!guously 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, aJJ 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
Confldentla I Information of the disclosing party, but wll! give adequate prior notice of such disclosure to the drsclosJng party to permit the
disclosing party to Intervene and to request protectiVe orders or other confidential treatment therefor.
6. LIMITl!O WARRAN'TV ANO DISCLAIMERS
6.1General
Each party represents and warrants that: (a) It is a duly organized and validly existing underthe 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 ls legally binding upon It and enforceable in accordance with its terms; and {d) the
execution, delivery and performance of this Agreement does not and wlll not conflict with any agreement, Instrument, judgment or
understanding, oral or wrltten, to which It Is a party or by which It may be bound.
6.2Accela
Acce!a warrants to Customer that (1) theAcce!a Sef\llces wm be provided In a professional and workmanlike manner; (n) the Aocela Services wlll
perform in accorda nee With the documentation In all material respects; (Iii) the Accela services as delivered by Aoce!a do not contiin any Trojan
horses, worms, or undocumented disabling devices; and (iv) Accela scans the Accela Services and the hosted envlmnmeotfor known viruses
using Industry standard virus detection techniques.
6,3 Dlsdaimers
ACCElA DOES NOTWARRANTTHA'fi'HE ACCElA SERVICES Will MEET YOUR REQUillEMENTS OR RESUL'f IN ANY OUTCOME, OR THAT THEIR
OPERAllON WIU BE UNINTERRUPTED OR ERROR-FREE. TO THE FULLEST EXTENT PERMITTED BY LAW, ACCELA HEREBY DISCLAIMS (FOR ITSELF
PublicStuff, an Accela Company
214 W 29th street, Room 205, New York, NY 10001 I email: sales@publrcstuff.com I phone; (347) 442~7227
ANO ITS SUPPLIERS) ALL OTHER WARRANTJES, WHETHER EXPRESS OR IMPLIED, ORAi.OR WRITTEN, WITH RESPECT TO THE ACCELASERVICl:S
JNCLUOING, WITHOUT LIMl'fATION, ALL IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT, INTEGRATION,
MERCHANTABIUlY OR FITNESS FOR ANY PARTICULM 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 Ac<:ela service Infringes a valJd us patent
(Issued as ofthe Effective Date), or any copyright or trade secret, of such third party and (b) Indemnify You far settlement amounts or damages,
llablfltles, costs and e>1penses (Including reasonable attorneys' fees) awarded and arising out of such claim. If any Accela Service becomes or, In
Accela's opinion, ls 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 (!I) replace or modify the Accela Service so that It becomes non-lnfringlng without
substantially compromising Its prlnc!pal functions, If If) and (II) are not reasonably avallable to Accela then It may (IR) terminate this Agreement
upon written notice to You and refund to You any Accala Service fees that were pre-paid for the then current term, pro-rated for the remainder
thereof.
7.2 Exclusions
Accela shall have no llabllity or obligation hereunder with respect to any claim based upon (a) use of any Accela Service In an applicatlon 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 Aci:efa service not created by or for Accela (c) any of your content, (d) any portion of the Acee la 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 propertv right In which You or any of Its
affiliates has an Interest.
7.3 Procedures
Any claim for Indemnification hereunder requlms 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 wlthoutthe Indemnified party's written consent (such consent notto be unreasonably delayed, conditioned
or withheld). The Indemnifying party shall not be Hable for any settlement made without its prior written consent,
7,4 Entrre Llablllty
The foregoing states the entire liabllfty !)f Accela and Your e>1tlusive remedy, with respect to any actual or alleged violation of intellectual
property rlghtS by the Accela Services, any part thereof or Its use or operation.
8. LIMITATION OF LIABILITY
EXCEPT FOR ANY BREACH OF SECTION 5 (CONFlDENTIALITYj, INDEMNIFICATION OBllGATIONS PURSUANT TO SECTION 7 ORA PARiY"S GROSS
NEGLIGENCE OR WILFULL MISCONDUCT, IN NO EVENT SHALL EITHER PARTY BE LIABLE CONCERNING THE SUl3JECT MATIER OF TiiESE TERMS
AND CO NOTIONS OR ANY ORDER SCHEDULE, REGARDLESS OF THE FORM OF ANY ClAIM ORAcnoN (WHETHER IN CONTRACT, NEGLIGENCE,
STRICT LIABllllY OR OTHEREWISE), FOR ANY (A) LOSS OR INACCURACY OF DATA, LOSS OR INTERRUPTION OF USE, OR COST OF PROCURING
SUBSTrrlJTETECHNOLOGY, GOODS ORSERVlCEs, (BJ INDIRECT, PUNITIVE, INCIDENTAL, RELIANCE, SPECIAL, EXEMPLARY OR CONSEQUENTIAL
DAMAGES INCLUDING, BUT NOT LIMITED TO, LOSS OF BUSINESS, REVENUES, PROFITS ANO 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 Tl!RMINA110N
9.1Term
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 ai::.::ordance 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 falls 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 ofTermlnatfon
PublicStuff, an Aa:ela Company
214 W 29th Street, Room 205, New York, NY 10001 I email: sales@publicstuff.com I phone: (347) 442-7227
Upon any expiration or termination of any Order Schedule or the termination of these Terms and amdltions, all corresponding rights,
obligations a_nd llcenses of the parties shall cease, except that {a) all obligations that accrued prior to the effective date of termination
(lnduding without !Imitation, all payment obligations) shall sutl/lve and (bl the provisions of Sections 3 (Fees and Payments), 4 (Proprietary
Rights), s (Conftdentlality), 6 (limited warranty and DlsclaTmers), 7 (Indemnification), 8 [Limitation of llablllty), 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 post
de;ilfng or industry custom). Any Inconsistent or addltlonal terms on any related writing or slmllarform, 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 falfure of either party to enforce its rights under these Terms and CondfUons at any time for any period wlll 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 wfll be lfmlted or eltmlnated to the
minimum extent necessary so that these Terms and Conditions will otherwise remain In fult force and effect and enforceable.
10.2 Prevailing PaJ'W
In any action or proceeding to enforce these Terms and Conditions, the prevalllng party wlll be entitled to recover from the other party Its costs
and el<penses (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 whldi it will have no adequate remedy at law. Accordingly, the non-breaching party shall be entitled to
lnJunctive and other equitable remedies to prevent or restroin such breach or threatened breach, without the necessity of posting any bond.
10.4 Notices
All notices under these Terms and Conditions wlll be In wrlting, 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 glven when received, If personally
delivered; when receipt is electronically confirmed, If transmitted by facslmlle; the day after being sent, If sent for next day delivery by
rl!CO!llllzed overnight detlvery service; or upon receipt, If sent by certified or registered molt, 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 obllgatlons} 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 lnablllty to perform due to sucll ott0rrence.
10.6 PubOclty
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 priar written consent, which wlll not be unreasonably withheld, conditioned or delayed, Notwithstanding the
foregoing, You hereby grant to Acce[a the right to use, reproduce and publlsh, 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, fn whale or In part, by either party without the
other party's written consent, not to be unreasonably with held, conditioned or delayed. However, without consent, either party may assign
their rights and obligations hereunder to any successor to .ill or substantlally all of its business (whether by sale of assets nr equity, merger,
consolldatlon 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
represent.itlve 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 anyviolatlon of the above restriction, You agree to contact us
immediately.
PubllcStuff, an Accela Company
214 W 29th Street, Room 205, New Yori<, NY 100011 email: sales@publlcstuff.com J phone: (347) 442-7227
PublicStuff, an Accela Company
214 W 29th Street, Room 205, New York, NY 10001 I email: sales@pubflcstuff.com I phone: (347) 442-7227
ADDENDUM TO THE AGREEMENT BElWEEN 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 ("Citt) and Accela, Inc., a California
corporation ("Accela" or "Contractor") (collectiv§_IY, the ''Partiesn) (referred to herein as the
"Agreement") is hereby entered into as of this a.liz_'"'day of October, 2015.
RECITALS
The Parties seek to enter into an agreement for Accala 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 CONDTJONS 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, (8) INDIRECT, PUNITNE, 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 PUBLJCSTUFF) OR PAID AND PAY ABLE 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 JS
PROVIDED TO THE MAXIMUM EXTENT PERMITIED 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;
• Commerclal General Liability -$1,000,000 per occurrence; $2,000,000 annual
aggregate.
The City of Bozeman, lts 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 A·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 On 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 avallabllity 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 unavailabillty 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 LJ;::Q/(M-P)*100,
where U is Uptime, 0 Is the amount of operational uptime for the Services during a given
month, Mis the number of minutes In the month, and Pis 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 i':99.0% 15%
<99.0% but ~95.0% 35%
<95.0% 100%
3. Non·discriminatlon (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 disabllity, 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 tenns 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.
CITY OF BOZEMAN
Print name: tG«.,{ .I\J ,t;;,4M~-i Print name: Chris Kukulski
Title: CA~ ~A(,?1 Title: City Manager
Dated ~ N0~-1€._ Z9rc;-Dated \ o--z~ ..... Jr
12100-0001\1686960v3.doc