Loading...
The URL can be used to link to this page
Your browser does not support the video tag.
LICENSE, MAINTENANCE AND SERVICES AGREEMENT
LICENSE, MAINTENANCE AND SERVICES AGREEMENT 1. Parties ACCELA Accela, Inc. 2633 Camino Ramon, Suite 120 Bishop Ranch 3 San Ramon, California 94583 Attention: Contracts Administration T: 925.659.3200 F: 925.407.2722 e-Mail: contractsadmin@accela.com CUSTOMER City of Clearwater, Florida Municipal Services Building 100 South Myrtle Avenue Clearwater, Florida 33756-4748 Attention: Dan Mayer T: 727.562.4662 F: N/A e-Mail: Daniel.Mayer@myclearwater.com This License, Maintenance and Services Agreement ("Agreement") is intended for the exclusive benefit of the Parties; nothing herein will be construed to create any benefits, rights, or responsibilities in any other parties. 2. Term and Termination 2.1. Term Provided that Customer signs and returns this LA to Accela no later than May 29, 2009, this Agreement is effective as of the date of Customer's signature ("Effective Date") and will continue until terminated as provided herein. Maintenance will continue for a period of seven (7) years. Customer may elect to continue its maintenance coverage for additional annual terms by paying to Accela the fees associated with such terms when these are due; said fees will be calculated as twenty percent (20%) of the then-current list license fees. Should Customer fail to renew its maintenance coverage or pay the applicable fees, Accela reserves the right to withhold all support. If Customer resumes maintenance coverage after one or more periods without such coverage, Customer will pay an amount equivalent to one hundred ten percent (110°/x) of all maintenance fees attributable to the period(s) without coverage, as such fees are calculated based upon pricing in effect at the time of resumption of maintenance coverage. 2.2. Termination Either party may terminate if the other party materially breaches this Agreement and, after receiving a written notice describing the circumstances of the default, fails to correct the breach within thirty (30) calendar days. Upon any termination or expiration of this Agreement, all rights granted to Customer are cancelled and revert to Accela. 3. Intellectual Property License 3.1. License The software products ("Software") listed below are protected under the laws of the United States and the individual states and by international treaty provisions. Accela retains full ownership in the Software and grants to Customer a limited, nonexclusive, nontransferable license to use the Software, subject to the following terms and conditions: 3.1.1. The Software is provided for use only by Customer employees. 3.1.2. The Software may be installed on one or more computers but may not be used by more than the number of users for which the Customer has named user licenses. The Software is deemed to be in use when it is loaded into memory in a computer, regardless of whether a user is actively working with the Software. Accela may audit Customer's use of the Software to ensure that Customer has paid for an appropriate number of licenses. Should the results of any such audit indicate that Customer's use of the Software exceeds its licensed allowance, Customer agrees to pay all costs of its overuse as determined using Accela's then-current pricing; any such assessed costs will be due and payable by Customer upon assessment. Customer agrees that Accela's assessment of overuse costs pursuant to this Subsection is not a waiver by Accela of any other remedies available to Accela in law and equity for Customer's unlicensed use of the Software. License Agreement (LA), Version 08272007 Page 1 of 10 3.13. Customer may make backup copies of the Software only to protect against destruction of the Software. Customer may copy Accela's documentation only for internal use by Customer's employees. 3.1.4. Customer may not make any form of derivative work from the Software, although Customer is permitted to develop additional or alternative functionality for the Software using tools and/or techniques licensed to Customer by Accela. 3.1.5. Customer may not obscure, alter, or remove any confidentiality or proprietary rights notices. 3.1.6. Customer is liable to Accela for any losses incurred as the result of unauthorized reproduction or distribution of the Software which occur while the Software is in Customer's possession or control. 3.1.7. Customer may use the Software only to process transactions relating to properties within both its own geographical and political boundaries and may not sell, rent, assign, sublicense, lend, or share any of its rights under this Agreement. 3.1.8. Customer is entitled to receive the Software compiled (object) code and is licensed to use any data code produced through implementation and/or normal operation of the Software; Customer is not entitled to receive source code for the Software except pursuant to an Intellectual Property Escrow Agreement, which may be executed separately by the Parties. 3.1.9. All rights not expressly granted to Customer are retained by Accela. 3.2. License Warranties 3.2.1. Accela warrants that it has full power and authority to grant this license and that, as of the effective date of this Agreement, the Software does not infringe on any existing intellectual property rights of any third party. If a third party claims that the Software does infringe, Accela may, at its sole option, secure for Customer the right to continue using the Software or modify the Software so that it does not infringe. Accela will have the sole right to conduct the defense of any legal action and all negotiations for its settlement or compromise. 3.2.2. Accela has no obligation for any claim based upon a modified version of the Software or the combination or operation of the Software with any product, data, or apparatus not provided by Accela. Accela provides no warranty whatsoever for any third-party hardware or software products. 3.2.3. Except as expressly set forth herein, Accela disclaims any and all express and implied warranties, including but not necessarily limited to warranties of merchantability and fitness for a particular purpose. 4. Scope of Maintenance 4.1. Maintenance Services 4.1.1. Telephone Support Accela will provide Customer with a telephone number to contact the Customer Resource Center (CRC), Accela's live technical support facility, which is available from 4:00 a.m. until 6:00 p.m. Pacific time Monday through Friday, excluding Accela's observed holidays. License Agreement (LA), Version 08272007 Page 2 of 10 4.1.2. E-Mail Support Accela will provide Customer with one or more electronic mail addresses to which Customer may submit routine or non-critical support requests, which Accela will address during its regular business hours. 4.1.3. Online Support Accela will provide Customer with access to archived software updates and other technical information in Accela's online support databases, which are continuously available. 4.1.4. Remote Support When required to properly resolve a maintenance request, Accela will provide remote assistance to Customer via the WebExTM Meeting CenterTm environment or another mutually-acceptable remote communications method. 4.1.5. On-Site Support If Customer does not wish for Accela to resolve its maintenance requests remotely, Accela will provide on-site assistance to Customer at Accela's then-current time- and-materials rates. In addition to these charges, Customer will compensate Accela for associated airfare, lodging, rental transportation, meals, and other incidental expenses as such expenses accrue. 4.1.5. Software Updates Accela will provide revisions of and enhancements to maintained software products to Customer as such updates are generally-released by Accela. 4.2. Maintenance Limitations 4.2.1. Limitations Generally The following are not covered by this Agreement, but may be separately available at rates and on terms which may vary from those described herein: a) Services required due to misuse of the Accela-maintained software products; b) Services required due to software corrections, customizations, or modifications not developed . or authorized by Accela; c) Services required by Customer to be performed by Accela outside of Accela's usual working hours; d) Services required due to external factors including, but not necessarily limited to, Customer's use of software or hardware not authorized by Accela; e) Services required to resolve or work-around conditions which cannot be reproduced in Accela's support environment; f) Services which relate to tasks other than maintenance of Customer's existing implementation and configuration of the Accela-maintained software products including, but not necessarily limited to, enhancing or adapting such products for specific operating environments; g) Services requested by Customer to implement software updates provided by Accela pursuant to this Agreement; and h) New or additional applications, modules, or functionality released by Accela during the term of this Agreement. 4.2.2. Legacy Releases Accela will provide maintenance support for the current release of each of its maintained software applications and for the release immediately preceding such current release. All other releases are deemed to be "Legacy Releases". Accela will respond to maintenance requests concerning Legacy Releases only using currently-available information. Services requiring additional research, engineering-level support, or coding or programming by Accela will not be provided pursuant to this Agreement, but may be separately available at rates and on terms which may vary from those described herein. 4.3. Maintenance Warranty Accela will commence and complete the maintenance obligations described in this Agreement in a good and workmanlike manner, consistent with the practices and standards of care License Agreement (LA), Version 08272007 Page 3 of 10 generally-accepted within and expected of Accela's industry, to ensure that the operation of the maintained software products does not materially differ from documented specifications. Accela may make repeated efforts within a reasonable time period to resolve maintenance requests. When a maintenance request cannot be resolved, Customer's exclusive remedy will be damages in an amount equal to the total of maintenance fees paid to Accela for the defective or non-conforming software products for the twelve (12) calendar months immediately preceding Customer's maintenance request. 5. Professional Services Accela will provide the implementation, data conversion, and/or training services ("Professional Services") described in the Statement of Work ("SOW") attached hereto as Exhibit B. 5.1. Professional Services Warranty Accela will commence and complete the Professional Services in a good and workmanlike manner, consistent with the practices and standards of care generally-accepted within and expected of Accela's industry. 5.2. Acceptance As provided in the SOW, Accela will notify Customer upon completion of those implementation services subject to testing. For a period not to exceed thirty (30) calendar days in duration ("Test Period"), Customer may evaluate the operation of the implemented Accela software deliverables ("Deliverables") in a test environment or using test data. If Customer reasonably determines that its operational use of the Deliverables is substantially impaired by one or more material errors in the Deliverables, it will so notify Accela in writing prior to the completion of the Test Period ("Adverse Notification"), specifying in sufficient detail the nature of the error(s). Upon receipt of an Adverse Notification, Accela will correct any identified and reproducible material errors in the Deliverables within a reasonable time and Customer may retest the Deliverables for as many as fifteen (15) additional calendar days. Acceptance will be deemed to occur when a) Customer notifies Accela that the Deliverables have successfully completed Customer's testing; b) the Test Period or subsequent retesting period(s) are completed without an Adverse Notification being received by Accela from Customer; or c) Customer uses the Deliverables in a "live" environment to perform its customary governmental, administrative, or business activities, whichever first occurs ("Acceptance Date"). 5.3. Customer Cooperation As required, Customer agrees to provide Accela with appropriate access to Customer's facilities, personnel, data systems, and other resources. Customer acknowledges that the implementation process described in this Agreement is cooperative in nature and that Customer must complete its designated tasks in a timely manner in order for Accela to proceed with and complete the Professional Services. Customer delays during the implementation period may have adverse collateral effects on Accela's overall work schedule. Although Accela will use its best efforts to immediately resume work following such a delay, Customer acknowledges that schedules for the Professional Services may be delayed by more than the number of days delayed by Customer. Customer agrees that if additional time is required to complete the Professional Services because of Customer delays, such time will be charged to Customer at Accela's then-current time-and-materials rates. 6. Compensation 6.1 License and Maintenance Fees In exchange for the license and maintenance described in the herein, Customer will pay to Accela the amounts indicated in Exhibit A. 6.2 Software Installation Fees In exchange for the Professional Services, Customer will pay to Accela the amounts indicated in Exhibit A according to the payment schedule described in the SOW. The pricing set forth herein reflects information generally known to Accela, supplied to Accela by Customer, and based on Accela's interpretation of the work to be performed. In addition to such amounts, Customer will reimburse Accela for airfare, travel time, lodging, rental transportation, meals, and other miscellaneous expenses at current rates. License Agreement (LA), Version 08272007 Page 4 of 10 6.3 Payment Terms Amounts are quoted in United States dollars and do not include applicable taxes, if any. Customer will be responsible for payment of all federal, state or provincial, and local taxes and duties, except those based on Accela's income. If Customer is exempt from certain taxes, Customer will provide Accela with an appropriate certificate of exemption. Customer will be invoiced for all amounts as they become due. Customer shall pay all invoices in accordance with the Florida Prompt Payment Act, F.S. Secs. 255.0705-255.078. 7 Confidentiality 7.1 Definitions "Disclosing Party" and "Recipient" refer respectively to the party which discloses information and the party to which information is disclosed in a given exchange. Either Accela or Customer may be deemed Disclosing Party or Recipient depending on the circumstances of a particular communication or transfer of information. "Confidential Information" means all disclosed information relating in whole or in part to non-public data, proprietary data compilations, computer source codes, compiled or object codes, scripted programming statements, byte codes, or data codes, entity-relation or workflow diagrams, financial records or information, client records or information, organizational or personnel information, business plans, or works-in-progress, even where such works, when completed, would not necessarily comprise Confidential Information. The foregoing listing is not intended by the Parties to be comprehensive, and any information which Disclosing Party marks or otherwise designates as "Confidential" or "Proprietary" will be deemed and treated as Confidential Information. Information which qualifies as "Confidential Information" may be presented to Recipient in oral, written, graphic, and/or machine-readable formats. Regardless of presentation format, such information will be deemed and treated as Confidential Information. Notwithstanding, the following specific classes of information are not "Confidential Information" within the meaning of this Section: a) information which is in Recipient's possession prior to disclosure by Disclosing Party; b) information which is available to Recipient from a third party without violation of this Agreement or Disclosing Party's intellectual property rights; c) information disclosed pursuant to Subsection 4.4 below; d) information which is in the public domain at the time of disclosure by Disclosing Party, or which enters the public domain from a source other than Recipient after disclosure by Disclosing Party; e) information which is subpoenaed by governmental or judicial authority; and f) information subject to disclosure pursuant to a state's public records laws. 7.2 Confidentiality Term The obligations described in this Section commence on the Effective Date and will continue until two (2) years following any termination or expiration of this Agreement ("Confidentiality Term"). 7.3 Confidentiality Obligations During the Confidentiality Term, Recipient will protect the confidentiality of Confidential Information using the same degree of care that it uses to protect its own information of similar importance, but will in any case use no less than a reasonable degree of care to protect Confidential Information. Recipient will not directly or indirectly disclose Confidential Information or any part thereof to any third party without Disclosing Party's advance express written authorization to do so. Recipient may disclose Confidential Information only to its employees or agents under its control and direction in the normal course of its business and only on a need-to-know basis. In responding to a request for Confidential Information, Recipient will cooperate with Disclosing Party, in a timely fashion and in a manner not inconsistent with applicable laws, to protect the Confidential Information to the fullest extent possible. 7.4 Publicity During the term of this Agreement, including the term of any amendment hereto, Accela may publicly disclose its ongoing business relationship with Customer. Such disclosures may indicate Customer's identity and the Accela product(s) and services provided or contracted to be provided to Customer, but may not expressly or impliedly indicate Customers endorsement of Accela's products or services without Customers prior written authorization. License Agreement (LA), Version 08272007 Page 5 of 10 8 Other Terms and Conditions 8.1 Customer Obligations As required, Customer will provide Accela with appropriate access to Customer's facilities, data systems, and other resources. If Security restrictions impair such access, Customer acknowledges that some maintenance services hereunder may not be provided to Customer. It is Customer's sole responsibility to maintain current backup copies of its data and of its implementation of Accela's software products. If Customers failure to create proper backups substantially increases the difficulties of any remedial actions by Accela hereunder, Accela reserves the right to charge Customer for any extra work reasonably-attributable to such increased difficulty, as calculated at Accela's then-current time-and-materials rates. 8.2 Proprietary Rights The remedial methods, software updates, and product information provided to Customer pursuant to this Agreement are protected under the laws of the United States and the individual states and by international treaty provisions. Accela retains full ownership in such items and grants to Customer a limited, nonexclusive, nontransferable license to use the items, subject to the terms and conditions of this Agreement and other agreements between Accela and Customer. 8.3 Limitation of Liability Accela provides no warranty whatsoever for any third-party hardware or software products. Third-party applications which utilize or rely upon the Application Services may be adversely affected by remedial or other actions performed pursuant to this Agreement; Accela bears no liability for and has no obligation to remedy such effects. Except as set forth herein, Accela provides all Maintenance Services "as is" without express or implied warranty of any kind regarding the character, function, capabilities, or appropriateness of such services or deliverables. To the extent not offset by its insurance coverage and to the maximum extent permitted by applicable laws, in no event will Accela's cumulative liability for any general, incidental, special, compensatory, or punitive damages whatsoever suffered by Customer or any other person or entity exceed the fees paid to Accela by Customer during the twelve (12) calendar months immediately preceding the circumstances which give rise to such claim(s) of liability, even if Accela or its agents have been advised of the possibility of such damages. 8.4 Mutual Indemnification Accela agrees to indemnify, defend, and hold Customer and its officers, agents, and employees harmless against any claims, suits, or damages arising out of physical property damage or bodily injury caused by the negligence or misconduct of Accela or its employees or agents while the terms and conditions of this Agreement remain enforceable. Customer agrees to indemnify, defend, and hold Accela and its officers, agents, and employees harmless against any claims, suits, or damages arising out of physical property damage or bodily injury caused by the negligence or misconduct of Customer or its employees or agents while the terms and conditions of this Agreement remain enforceable. 8.5 Insurance Coverage Accela will maintain insurance coverage at its sole cost and expense and will provide certificates of insurance to Customer if so requested. The insurance will not be cancelled or terminated without thirty (30) calendar days' advance written notice to Customer. 8.6 Force Majeure If either party is delayed in its performance of any obligation under this SA due to causes or effects beyond its control, that party will give timely notice to the other party and will act in good faith to resume performance as soon as practicable. 8.7 Dispute Resolution This Agreement is governed according to the ordinances and laws of Pinellas County and the State of Florida. Each party will initially bear its own expenses. The failure of either party to object to a breach of this Agreement will not prevent that party from thereafter objecting to that breach or any other breach of this Agreement. License Agreement (LA), Version 08272007 Page 6 of 10 8.8 Assignment Accela may assign its rights and obligations hereunder for purposes of financing or pursuant to corporate transactions involving the sale of all or substantially all of its stock or assets. 8.9 Survival The following provisions will survive the termination or expiration of this Agreement: Section 6 and all subsections thereof, as to Customer's obligation to pay any fees accrued or due at the time of termination or expiration; Section 7 and all subsections thereof; and Section 8, and all subsections thereof. 8.10 Alternate Terms Disclaimed The parties expressly disclaim any alternate terms and conditions accompanying drafts and/or purchase orders issued by Customer. 8.11 Severabilit and Amendment If any particular provision of this Agreement is determined to be invalid or unenforceable, that determination will not affect the other provisions of this Agreement, which will be construed in all respects as if the invalid or unenforceable provision were omitted. No extension, modification, or amendment of this Agreement will be effective unless it is described in writing and signed by the Parties. ACCELA CITY OF CLEARWATER, FLORIDA By: By: ?e )4; .. Michael Harrison iam B. Horne II Senior VP Sales City Manager Dated: / w 9 Dated: 5 / / Log (Month, Day, Year) (Month, Day, Year) Countersigned: 2?1 Frank V. Hibbard v Mayor Attest: Cyn iJs E. Goudeau City erk Approved as to form: Leslie K. Douga 1 Sides Assistant City Attorney Exhibits Follow. END OF DOCUMENT License Agreement (LA), Version 08272007 Page 7 of 10 EXHIBIT A Delirrabl, ` Quantit , I I! Fees Accela Automation® Land Management Server License (Includes 5 Named User Licenses 1 $54,995.00 Accela Automation Land Management Additional Named User Licenses 85 $186,915.00 Accela Citizen Access TM Server License 1 $10,995.00 Accela Citizen Access Additional Named User License (Based Upon 107,742 Population) 1 $8,619.36 Accela Citizen Access Module Fee 1 $10,995.00 Accela GIST"' Server License Includes 5 Named User Licenses 1 $10,995.00 Accela GIS Additional Named User Licenses 5 $3,295.00 First-Term Annual Maintenance for Accela Automation® Land Management 1 Server License 90 Named User Licenses 1 $48,382.00 First-Term Annual Maintenance for Accela Citizen Access TM (1 Server License Based Upon 107,742 Population]) 1 $6,121.87 First-Term Annual Maintenance for Accela GISTM (1 Server License and 10 Named User Licenses 1 $2,858.00 Professional Services - Implementation Estimated 1,712 Hours N/A $304,600.00 Estimated Travel Expenses N/A $43,020.00 Sub-Total 'ofes $691.791.23 Customer Discount' N/A $286,809.36 `[ow of W981.87 1 Customer Discount software upgrade from Tidemark Advantage to Accela Automation. Upon contract signing, Customer will be invoiced for Software License, First-Term Annual Maintenance, and pre- paid Implementation fees for a total of $202,490.93 or 50% of total estimated contract cost. Second-Term Annual Maintenance Fees will increase from First-Term Annual Maintenance Fees by an amount equivalent to the then-most-current annual Consumer Price Index for the Tampa-St. Petersburg-Clearwater, Florida Metropolitan Area (CPI-U [Tampa-St. Petersburg-Clearwater, FL]) plus three percent (3%); said Second-Term Annual Maintenance Fees are due on the first anniversary of the Effective Date. Third-Term Annual Maintenance Fees will increase from Second-Term Annual Maintenance Fees by an amount equivalent to the then-most-current annual CPI-U (Tampa-St. Petersburg-Clearwater, FL) plus three percent (3%); said Third-Term Annual Maintenance Fees are due on the second anniversary of the Effective Date. Fourth-Term Annual Maintenance Fees will increase from Third-Term Annual Maintenance Fees by an amount equivalent to the then-most-current annual CPI-U (Tampa-St. Petersburg-Clearwater, FL) plus three percent (3%); said Fourth-Term Annual Maintenance Fees are due on the third anniversary of the Effective Date. Fifth-Term Annual Maintenance Fees will increase from Fourth-Term Annual Maintenance Fees by an amount equivalent to the then-most-current annual CPI-U (Tampa-St. Petersburg-Clearwater, FL) plus three percent (3%); said Fifth-Term Annual Maintenance Fees are due on the fourth anniversary of the Effective Date. Sixth-Term Annual Maintenance Fees will increase from Fifth-Term Annual Maintenance Fees by an amount equivalent to the then-most-current annual CPI-U (Tampa-St. Petersburg-Clearwater, FL) plus three percent (3%); said Sixth-Term Annual Maintenance Fees are due on the fifth anniversary of the Effective Date. License Agreement (LA), Version 08272007 Page 8 of 10 Seventh-Term Annual Maintenance Fees will increase from Sixth-Term Annual Maintenance Fees by an amount equivalent to the then-most-current annual CPW (Tampa-St. Petersburg-Clearwater, FL) plus three percent (3%); said Seventh-Term Annual Maintenance Fees are due on the sixth anniversary of the Effective Date. END OF DOCUMENT License Agreement (LA), Version 08272007 Page 9 of 10 EXHIBIT B Statement of Work (SOW) document follows this page. END OF DOCUMENT License Agreement (LA), Version 08272007 Page 10 of 10 ?CCELA' ? Government Software TruevPoinC Solutions Scope of Services for the Accela Automation Tidemark Upgrade Clearwater, FL April 8th, 2009 Version 5.0 Scope of Services - Accela Automation Implementation City of Clearwater, FL TABLE OF CONTENTS LA AUTOMATION IMPLEMENTATION PROCESS ......................................................................................................... SCOPE OF SERVICES .............................................................................................................................................................................. 3 PROJECT INITIATION 3 INSTALLATION 4 PROJECT MANAGEMENT 4 CONFIGURATION ANALYIS 5 CONFIGURATION 5 BUILD 6 TRAINING 9 PRODUCTION GO LIVE SUPPORT 9 KEY ASSUMPTIONS AND EXCEPTIONS 9 PROJECT RESOURCES AND LOCATION OF WORK ..........................................................................................................................10 WORK LOCATION 10 ACCELA AND TRUEPOINT RESOURCES 10 CLEARWATER RESOURCES 10 EXPENSES 12 PROPOSED PLOJECT DURATION 12 APPENDIX A: CHANGE ORDER FROM .................................................................................................................................................13 Page 2 Scope of Services - Accela Automation Implementation City of Clearwater, FL ACCELA AUTOMATION IMPLEMENTATION PROCESS TruePoint and Accela are committed not only to providing a superior software solution for Clearwater's current and future needs, but also to assist the City in the successful implementation and deployment of the solution. Accela/TruePoint has over 25 years of providing permitting systems for the public sector and is the only vendor in this market to have successfully installed and deployed a true 3-tier web-based solution. TruePoint will work with City staff to optimize Accela's portfolio of software, and the customer experience to enable the City to successfully deploy its Accela Automation solution and meet its functionality, timing and cost requirements. This is a time and materials project with a projected/estimated number of One Thousand Seven Hundred Twelve (1,712) hours, with no cap. The Accela/TruePoint team will communicate with the City's Project Manager on a deliverable by deliverable basis to ensure there are no surprises when it comes to the actual hours worked and billed as the project progresses. All billings will be actual time and expenses as incurred. The following diagram depicts the implementation process, broken down into six project stages: Develop Solution and Customirations Review Goals and Plan Project Analyze and Design Solution SCOPE OF SERVICES Configure System Test, Train and Go Live and Post Prepare for Go Live Production Support TruePoint proposes a joint team approach to collaboratively configure and implement the Accela Automation software. The system will be implemented using a combination of resources from the City and TruePoint with some specialty services provided by Accela. This will ensure the City is prepared to maintain the system going forward by having hands on experience during the configuration. The following sections describe the proposed implementation services for the City in detail. The project will include the following modules and add-on products: Implementation of Accela Automation Modules for Land Management to include the following departments: Building Planning Code Enforcement Business Tax Receipts Implementation of the following Accela Add-On products: Accela GIS Accela Citizen Access PROJECT INITIATION During the Project Initiation stage, TruePoint will create a project plan with a critical path summary, as well as review, in conjunction with the City project staff, all project milestones and deliverables that detail the effort described for this Page 3 Scope of Services - Accela Automation Implementation City of Clearwater, FL engagement. The draft of the project plan will be incorporated into a Master Project Plan that will be maintained by TruePoint and the City. A Project Kickoff meeting will also take place during this project stage. Deliverable: Kickoff Meeting and Project Plan. INSTALLATION To successfully install the Accela suite of products, Accela technical staff will work with the City IT managers to ensure that the components for hardware, software, database, network, and Internet are in place for the test and production environments. Accela technical staff will validate the proper installation and configuration of the Accela Automation environment. Specifically, Accela will perform the following tasks: • Perform a remote software check of the installation. • Install Accela software and perform quality assurance checks on the configuration and performance based on acceptance criteria mutually developed by Accela and the City. • Install the Reference Configuration • Demonstrate that the Accela Automation Land Management applications are operational in the City's computing environment. Software Setup will include the installation of the test and production environments. City Responsibilities: • Arrange for the availability of appropriate people for the software installation, setup, testing, and quality assurance throughout the setup process • Order and procure necessary hardware, non-Accela software, and networking infrastructure. • Provide people and physical resources based on the dates outlined in the project schedule. • Prepare the hardware, software, and network in accordance with the specifications provided. • Provide network access for remote installation and testing. Acceptance Criteria: The Software Setup will be accepted when City representatives agree that the environments for test and production are successfully installed and configured and that the Accela Automation software is operational in the City environment. PROJECT MANAGEMENT TruePoint will perform project management services needed to plan and monitor execution of the project in accordance with deliverables outlined in the Scope of Work. Generally these services include the following: • Project Initiation • Change order management • Issue log management and escalation • Resources management • Meetings management Page 4 Scope of Services - Accela Automation Implementation City of Clearwater, FL Project Management tasks will be shared between the TruePoint Project Manager and the City Project Manager. A project plan will be maintained and monitored using Microsoft Project. CONFIGURATION ANALYIS During the Configuration Analysis stage, TruePoint will conduct interviews with key representatives from City offices involved in the permitting processes for each department. The configuration analysis will be confined to the current permitting processes in the Tidemark system. TruePoint will make recommendation where appropriate on ways to make the current business processes work efficiently with Accela Automation. During these configuration analysis workshops TruePoint will: • Review and chart each business process as a basis for configuration in Accela Automation's workflow tool • Review and document intake requirements, forms, and data fields for each permit/business process type • Collect and document output requirements (documents/letters/reports). • Collect and document fees, fee schedules, and collection procedures for each permit/business process type • Collect and document all required inspections and inspection result options for each permit type Deliverable: The deliverable from the Configuration Analysis will be Accela Automation system configuration document. City Responsibilities: • Arrange for the availability of appropriate technical computing environment and system analysts to support the Configuration Analysis activities. • Make available the appropriate City key users and content experts to participate in the Configuration Analysis and verify the accuracy of the documented workflows, input/output formats, and data elements. • Provide information and data in the formats specified that will be needed for system setup and application configuration. Acceptance Criteria: The Configuration Analysis Document will be accepted when TruePoint and the City agree that each business process has been appropriately documented in the configuration document. Acceptance must be completed prior to beginning System Configuration. CONFIGURATION TruePoint will provide professional services to configure Accela Automation in accordance with requirements established and agreed upon during the System Configuration Analysis effort. Based on the System Configuration Document, TruePoint will configure the CAP (Case/Application/Permit) types in Accela Automation. Each CAP type developed will include all associated workflows, fees, inspections, conditions and other key system features in support of City requirements. Specific CAP types to be developed will be determined during the System Configuration Analysis. Page 5 Scope of Services - Accela Automation Implementation City of Clearwater, FL The deliverable from the System Configuration will be Accela Automation system configured in accordance with the System Configuration Document specifications. Once the base configuration is in place TruePoint will create an administrator and daily user console to be used during testing. City staff will be trained and responsible for creating users, user groups, additional consoles, customized portlets, customized ASI from layouts, and expression editor rules as needed for their configuration. City Responsibilities: • Identify and make available staff members who will work with TruePoint through this process and take responsibility for providing information for and validating the CAP types to be configured. • Arrange the time for qualified decision makers and business experts for the design review/configuration analysis sessions that are critical to project success. • Unit testing and final system testing of the configuration. Acceptance Criteria: The City will test the configured system for purposes of validating the CAP types configured. The CAPs will be accepted when TruePoint and the City agree that all requirements, objectives, and scope have been appropriately defined in each CAP type per the configuration doc. BUILD The Build stage includes development of a Parcel and Owner interface from outside sources, Tidemark conversion, development of Accela Event Scripts to automate business processes, and the installation and configuration of Accela add-on products. Parcel and Owner Interface Definition: Based on a review of the Cities requirements, TruePoint will deliver an interface between the outside agencies and the Accela Automation system to populate Parcel and Owner information (addresses will be maintained in Accela). • The outside agency will create a flat file in the standard Accela format for Parcel and Owner data, which TruePoint will use to update the Accela reference data. This process can be set up to run at whatever frequency the City determines is appropriate. • In addition to the standard data fields the City may choose to add additional parcel attributes to the parcel data in the Land management system. These will be defined as part of the configuration analysis process. City Responsibilities: • Allocate the time for qualified business and technical experts for the interface requirements sessions that are critical to the project success. • Provide problem-free data to the format specified by TruePoint including an accurate data dictionary for the data set. Assist in the interface/data mapping process. Ensure that the data populates successfully according to the interface requirements document. Allocate the time for qualified personnel to test the interface for acceptance Acceptance Criteria: The APO interface will be accepted when the City agrees that all data is being created or updated successfully. Page 6 Scope of Services - Accela Automation Implementation City of Clearwater, FL Event Manager Scripts Development TruePoint will develop Event Scripts using Accela Automation's integral Event Manager scripting functionality to automate specific business rules/processes within Accela Automation. Examples of processes to be automated with scripts include: business inspection assignment, or automatic fee creation. Should the City desire that TruePoint develop additional scripts beyond those included in this Statement of Work and Identified in the Project Plan, TruePoint will provide the required professional services following the execution of the Change Order process as described below. City. Responsibilities: • Identify and make available staff members who will work with TruePoint through this process and take responsibility for providing information for and validating the Event Manager Scripts to be developed. • Arrange the time for qualified decision makers and business experts for the design review/configuration analysis sessions that are critical to project success. Acceptance Criteria: The successful demonstration of the developed scripts within the Accela Automation system. Tidemark Conversion The conversion of historic data from the existing database is one of the most significant aspects of a project when migrating from one system to another. The required data mapping effort will be a conducted by City personnel with assistance from TruePoint. Once the data mapping has been defined, TruePoint will ask that a representative of the City sign off on the data maps. TruePoint will load the data based upon the data maps specification provided by the City using the standard Tidemark to Accela Automation tool. TruePoint will be responsible for the data conversion programs to load data to the Accela Automation database in the Support and Production Environment. TruePoint will provide additional professional services, if required to complete the task, following the execution of the Change Order process as described below. Acceptance Criteria: The successful conversion of the Tidemark data into the Accela Automation system. Reports Development TruePoint will provide custom report development assistance for documents/letters/reports that are identified by the City as required for the new system in this task. This development will be done using Crystal Reports. These custom reports will be deployed in the Report Manager for use within Accela Automation. The Accela Report Manager integration requires Crystal Reports XI Server, which allows an organization to publish reports to the web. TruePoint will provide additional professional services, if required to complete the task, following the execution of the Change Order process as described below. City Responsibilities: • Make available the appropriate key users and content experts to participate in the report specification development and validation activities. • Provide information and data in the formats specified that will be needed for the report configurations. • Provide Crystal Report expert(s) to work with TruePoint on the reports. • Crystal Report XI Server is required id Crystal is used • Crystal Reports XI will need to be purchased by the City if reports are developed in-house. Page 7 Scope of Services - Accela Automation Implementation City of Clearwater, FL Prior to the development of a report the City will approve a report design specification document that will be created jointly by the City and TruePoint. The approved document will be used as a basis for determining completion and approval of the report. Add-On Product - Accela GIS Accela will install and configure Accela GIS to link and leverage existing City GIS information, including assistance with establishing the map service to be used in conjunction with Accela GIS and configuration one dynamic theme as defined by the City. City Responsibilities: • Arrange for the availability of appropriate people for the system installation, setup, testing, and quality assurance throughout the setup process • Provide people and physical resources based on the dates outlined in the project schedule. • Provide information and data in the formats specified by Accela that will be needed for the GIS implementation. Acceptance Criteria: Acceptance will require the successful demonstration of the GIS module within the Accela system to the City. Add-On Product - Accela Citizen Access Accela/TruePoint will deliver to the City users the specifications and application software for the Accela Citizen Access add-on module. To support these activities Accela/TruePoint will provide the following services: • Install Accela Citizen Access • Create configuration specification for application and console views • Create three on-line processes to research permits; schedule an inspection; and apply for a permit • Create three (3) console views into the database: Citizen/Anonymous Access, Contractor and Management City Responsibilities: • Arrange for the availability of appropriate people for the system installation, setup, testing, and quality assurance throughout the setup process • Procure appropriate online merchant account for processing of online credit card payments. • Provide people and physical resources based on the dates outlined in the project schedule. • Provide information on the services and selected CAPs that the City desires to offer via Accela Citizen Access. Acceptance Criteria: Acceptance will require the successful demonstration of the implemented module within the Accela system along with written sign-off from the City. 3rd Party Product - Tele-Works IVR Inspection scheduling and status features will be leveraged to the public through an interface to Tele-Works IVR. While Accela has an existing relationship with Tele-Works that allows Tele-Works IVR to be integrated with Accela Automation for inspection scheduling and tracking purposes, the responsibility for the maintenance of the interface becomes the responsibility of Tele-Works and the City. Page 8 Scope of Services - Accela Automation Implementation City of Clearwater, FL Note: Additional hardware or software licenses may be required from Tele-Works. City Responsibilities: • Arrange for the availability of appropriate people for the software installation, setup, testing, and quality assurance throughout the setup process • Order and procure necessary hardware, non-Accela software, and networking infrastructure as specified by Accela. • Provide people and physical resources based on the dates outlined in the project schedule. • Provide Tele-Works with network access for remote installation and testing. Acceptance Criteria: Acceptance will require the successful demonstration of the Tele-Works IVR software to the City. The City will be required to provide written sign-off upon acceptance. TRAINING Train the Trainer Training: TruePoint will provide on-site and/or remote WebEx training sessions for the following areas: Daily Activities, Administrator, Event Scripting, Accela GIS, Accela and Citizen Access. Training hours will be distributed among the training categories as mutually agreed by TruePoint and the City project stakeholders. Training will be train-the-trainer or actual administrator training depending on the class. The City Project Manager will identify those individuals to be trained in each of the above categories. These training classes will be scheduled throughout the implementation process as appropriate. TruePoint and City Responsibilities: • Properly select and prepare the power-users who will be participating in the training and subsequently training end users. • Arrange the time and qualified people for the training who are critical to the project success. Acceptance Criteria: This deliverable will be accepted when 64 hours of training is completed. PRODUCTION GO LIVE SUPPORT Production Go Live is defined as the first production use of the system. TruePoint will be on site during the cutover process and provide up support for the City end users and project team. KEY ASSUMPTIONS AND EXCEPTIONS The following assumptions and exceptions apply to this project: • This is a Time and Materials project. • There are 1,712 hours estimated to complete this SOW. Should any additional hours be required to finish this project the customer will be billed at a rate of $178 per hour upon the execution of change orders adding the agreed upon additional hours to complete the tasks. • Address clean up is NOT part of this SOW. Page 9 Scope of Services - Accela Automation Implementation City of Clearwater, FL • The Accela/TruePoint Team may request deliverable sign-off on a task by task basis. • Travel costs are estimated to be $43,020 by using 18 trips as an estimate. • The Accela/TruePoint Team with work with the City to develop a Project Plan and will update this plan through-out the project. • The City, TruePoint and Accela will be able to commit the time and resources necessary to participate in, and contribute to project activities • The City and TruePoint will use a collaborative approach to ensure implementation success • The City will provide TruePoint and Accela with reasonable access to its equipment, systems, personnel, and facilities to the extent needed to complete the Services. • The City is responsible for purchasing third party hardware and software required for Accela Citizen Access, including but not limited to an online merchant account and all related hardware required by the merchant account provider for the handling of credit cards and/or checks. • TruePoint assumes that all APO data to be migrated will be scrubbed as necessary by City resources prior to import • Change Order process: Should the City identify additional work as a part of this engagement during the System Configuration Analysis effort or at other points during the project duration, TruePoint will issue a Change Order to reflect the additional costs (if any) associated with the change for review and approval by the City. No additional work will be undertaken without prior consent of the City. See Appendix SOW-A for the Change Order template. If hours are available from tasks that are complete those hours can be used on other tasks with the prior consent of both parties. PROJECT RESOURCES AND LOCATION OF WORK WORK LOCATION Services contracted for under this Scope of Work may be performed remotely and/or at the City on-site facilities as deemed appropriate and reasonable for the successful completion of the Services detailed herein. When on-site activities are required at the City, the TruePoint Project Manager will coordinate with the City Project Manager to secure suitable accommodations to meet the specific engagement requirements. It is anticipated that TruePoint will require, at minimum, facilities to accommodate on-site System Configuration Analysis and Training. TruePoint will also require Internet access during on-site configuration efforts that will occur during the course of the project. ACCELA AND TRUEPOINT RESOURCES Accela and TruePoint will assign key Professional Services resources for this engagement with the City. These individuals are well versed in the Accela Automation application, and are well qualified to lead this effort. It should be understood that TruePoint, at its sole discretion, with appropriate notice to the City, may choose to augment or replace individuals on this team with other qualified team members at any time during the course of this effort. The TruePoint Project Manager shall assume full responsibility for the coordination of this team and its interaction with key City resources assigned to the effort CLEARWATER RESOURCES The City will provide the following personnel to work together with the TruePoint and Accela Team to deliver the Services as presented in this document, and make additional personnel available as necessary to ensure the success of this engagement. Additionally, the City should identify one or two users of the new system to be trained as administrators or "power users." The following list identifies functional roles required by this project, along with a brief description of their anticipated contribution to the project's success. We suggest that you make the following appointments and share the outlined Page 10 Scope of Services - Accela Automation Implementation City of Clearwater, FL duties with the appropriate appointee. It is critical to the success of your implementation that the team members chosen be available during the implementation cycle, and schedule the time needed to participate fully in the planning and configuration processes. Project Sponsor Responsibilities include the following: • Ultimate responsibility for the success of the project • Creating an environment that promotes project buy-in • Driving the project through all levels of the agency • High-level oversight throughout the duration of the project Project Manager Responsibilities include the overall administration, coordination, communication, and decision-making associated with the implementation. • Planning, scheduling, coordinating and tracking the implementation with TruePoint and across the departments within the agency • Identifying and recruiting the in-house project implementation team • Attending the initial workshop training • Ensuring that the project team stays focused, tasks are completed on schedule, and that the project stays on track Departmental Representatives A user representative for each affected department should be appointed. These critical appointments may well determine the success of the Accela Automation implementation. The departmental representative(s) should have a clear understanding of all the business processes that Accela Automation will affect within their department, and how those business processes cross-departmental boundaries. Ideally, they will have been involved in the initial purchasing decision and have a solid understanding of how the Accela Automation system will interact with departmental business processes. They will be the initial contact person within a department for all Accela Automation issues before, during, and after the implementation. These individuals should be able to make solid business decisions, and have a vested interest in the success of the implementation of the system. Additionally, the ability to effectively communicate with their peers and the project team will be essential. Confidence that the right decisions are being made will promote acceptance by the general user community. Schedule flexibility will be expected of the departmental representatives, as there will be crucial periods in the implementation process that will require dedicated time. Responsibilities include: • Attending the project kick-off and initial workshop training • Willing and able to gather data and make decisions about business processes • Assisting in creating the specifications for custom modifications • Reviewing and testing the completed modifications • Participating in the implementation of the Accela Automation solution Recommended Requirements: • Excellent communication skills • Clear understanding of the user's perspective and needs • Clear understanding of the current business processes Page 11 Scope of Services - Accela Automation Implementation EXPENSES City of Clearwater, FL Travel Time an all out-of-pocket travel & lodging expenses incurred by TruePoint and Accela resources in the performance of this Scope of Services are inclusive in the Budgetary Estimate. Out-of-pocket travel and living expenses include but are not limited to all travel time, airfare, transportation, lodging, parking, telecommunication and meals. PROPOSED PLOJECT DURATION ft* Pdame ?axatwlt 1 H Accela Automation Implementation - - - 242.5 days? 2 l7 Initiation 11 days ................................................. --?- 6 C+7 Product Installation (Accela Hosted) 1 day 10 ©+ Business AnaysisNepartment Prototypes 66 days 15 93 Claerwater Internal Installation 24 days? 17 E System Configuration 61 days 21 1B Report Development 36 days 26 ED Parcel and Owner Data Interface 25 days 33 ED Tidemark Data Conversion 67 days 39 IE Training 222 days 44 © GIS - - - 13 days --------- - 47 52 54. 55 _ Go Live P._...._.. ost-Prod-.._.._u-c.._..._tion..._........_ Support..._._._._._..._.... Ct] 2! daya days .._..._._..... 5 ir 1 day ..t..................5 days 7 Page 12 Scope of Services - Accela Automation Implementation APPENDIX A: CHANGE ORDER FROM Change Order Agency: Project: Contract #: Amendment #: Lease Agreement #: SOW #: Initiating Department: Initiated By: Change Category: Priority: ? Product ? Project ? High/Critical ? Medium City of Clearwater; FL CO #: 01 Date: Date: Date: ? Contract ? Low PROJECT CHANGE DESCRIPTION/TASK SUMMARY: 1. Tissue names • issue details / scope impact: • schedule impact: • resource impact: • cost impact: 2. Tissue names • issue details / scope impact: • schedule impact: • resource impact: • cost impact: Total Project Schedule Impact: Total Project Resource Impact: Total Project Cost Impact: DISPOSITION COMMENTS: Disposition: Approved Rejected Closed See Comments Date: Signature and Acceptance The above Services will be performed in accordance with this Change Order/Work Authorization and the provisions of the Contract for the purchase, modification, and maintenance of the Accela systems. The approval of this Change Order will act as a Work Authorization for AccelalTruePoint and/or Agency to perform work in accordance with this Change Order, including any new payment terms identified in this Change Order. This Change Order takes precedent and supersedes all other documents and discussions regarding this subject matter. Page 13