ACCELA SUBSCRIPTION SERVICES AGREEMENT (2) DocuSign Envelope ID:254569F7-A84B-4F77-849A-B99F36761727
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ACCELA SUBSCRIPTION SERVICES AGREEMENT
This Accela Subscription Services Agreement(this "Agreement") is entered into as of the date of the applicable
Order,as defined below,that incorporates these terms (the"Effective Date") by and between Accela, Inc. and the
entity identified in such Order("Customer").
1. DEFINITIONS.
1.1 "Accela System" means the information technology infrastructure used by or on behalf of Accela in performing
the Subscriptions Services, including all computers,software(including but not limited to Accela Software),
hardware,databases,electronic systems (including database management systems),and networks,whether
operated directly by Accela or its third party suppliers.
1.2 "Aggregate Data" means data and information related to Customer's use of the Subscription Services,
including anonymized analysis of all data processed in the Subscription Services,that is used by Accela in an
aggregate and anonymized manner, including compiling statistical and performance information related to the
provision and operation of the Services.
1.3 "Authorized User" means one named employee,contractor or agent of Customer(each identified by a unique
email address)for whom Customer has purchased a subscription to the Subscription Services and who is
authorized by Customer to access and use the Services under the rights granted to Customer pursuant to this
Agreement.
1.4 "Consulting Services" means packaged or time and materials consulting, review,training or other services (but
excluding Subscription and Support Services)delivered by Accela to Customer pursuant an Order.The current
Consulting Services Policy is available at www.accela.com/terms/.
1.5 "Customer Data" means the content, materials,and data that Customer,Authorized Users,and External Users
enter into the Subscription Services. Customer Data does not include any component of the Subscription Services,
material provided by or on behalf of Accela,or Aggregate Data.
1.6 "Documentation" means the then-current technical and functional user documentation in any form made
generally available by Accela for the Subscription Services.
1.7 "External Users" means third party users of the Subscription Services that access the public-facing interfaces
of the Subscription Services to submit queries and requests to facilitate communications between such third party
and Customer.
1.8 "Intellectual Property Rights" means any patent rights (including,without limitation, patent applications and
disclosures),copyrights,trade secrets, know-how,and any other intellectual property rights, in all cases whether
or not registered or registrable and recognized in any country or jurisdiction in the world.
1.9 "Order" means an Accela order form or other mutually acceptable document fully executed between
Customer and Accela that incorporates this Agreement.
1.10 "Service Availability Policy" means the Service Availability and Security Policy located at
www.accela.com/terms/.
1.11 "Subscription Services" means the civic administration services,comprised of the Accela System,Software,
and Support Services,to which Customer may license access to in accordance with the terms herein.
1.12 "Software" means any licensed software(including client software for Authorized Users'devices)and
Documentation that Accela uses or makes available as part of the Subscription Services.
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1.13 "Support Services" means those technical and help services provided by Accela in accordance with the
Software Support Services Policies (SaaS) located at www.accela.com/terms/.
1.14 "Subscription Period" means the duration of Customer's authorized use of the Subscription Services as
designated in the Order.
2. USAGE AND ACCESS RIGHTS.
2.1 Right to Access.Subject to the terms and conditions of this Agreement,Accela hereby grants to Customer a
limited, non-exclusive, non-transferable right and license during the Subscription Period,to permit: (i)Authorized
Users to access and use the internal and administrative interfaces of the Subscription Services in accordance with
the Documentation to support Customer's internal business purposes and (ii) its External Users the ability to access
and use the publicly available interfaces to submit requests and information to Customer. Each instance of the
Subscription Service shall be provisioned with the amount of storage set forth in the Order and additional storage
may be purchased at the then-current rates.
2.2 Support Services&Service Availability. During the Subscription Period,Accela shall provide to Customer the
Support Services specified in the Order and shall make all commercially reasonable efforts to attain the service
levels specified in the applicable policies.The remedies set forth in the Support Services and Service Availability
Policy are the sole and exclusive remedies for any breach of the service levels. Customer grants Accela a royalty-
free,worldwide,transferable,sub-licensable, irrevocable, perpetual license to use or incorporate into its software
or services any suggestions or other feedback provided by Customer or Authorized Users relating to the operation
or features of the Subscription Services.
2.3 Purchasing Consulting Services. Customer may purchase Consulting Services from Accela by executing an
Order for such services.All prices are exclusive of travel and expenses,which will be invoiced at actual cost,
without markup,and will comply with the Consulting Services Policy located at www.accela.com/terms/or as
otherwise agreed in the applicable Order. If applicable,one Consulting Services day shall be equal to eight(8)
hours.
2.4 Restrictions on Use.Customer shall not,and shall not permit others to: (i) use or access the Subscription
Services in any manner except as expressly permitted by the Agreement, including but not limited to, in a manner
that circumvents contractual usage restrictions set forth in this Agreement; (ii) license,sub-license,sell, re-sell,
rent, lease,transfer,distribute,time share or otherwise make any portion of the Subscription Services available for
access by third parties except as otherwise expressly provided herein; (iii) use the Subscription Service in a way
that: (a)violates or infringes upon the rights of a third party;or(b)stores or transmits libelous,tortious,or
otherwise unlawful material or malicious code or viruses; (iv)create derivative works, reverse engineer,
decompile,disassemble,copy,or otherwise attempt to derive source code or other trade secrets from or about
any of the Subscription Services (except to and only to the extent such rights are proscribed by law); (v) interfere
with or disrupt the security, integrity,operation,or performance of the Subscription Services; (vi)access, use,or
provide access or use to the Subscription Services or Documentation for the purposes of competitive analysis or
the development, provision,or use of a competing software,SaaS or product or any other purpose that is to
Accela's detriment or commercial disadvantage; (vii) provide access to the Subscription Services to competitors of
Accela; (viii)access or use components of the Subscription Service not licensed by Customer; (ix) use or allow the
use of the Subscription Services by anyone located in, under the control of,or that is a national or resident of a
U.S. embargoed country or territory or by a prohibited end user under Export Control Laws (as defined in Section
12.3,Compliance with Laws); (x) remove,delete,alter or obscure any trademarks, Documentation,warranties,or
disclaimers,or any copyright,trademark, patent or other intellectual property or proprietary rights notices from
any Subscription Services;or(xi)access or use the Subscription Services in,or in association with,the design,
construction, maintenance, or operation of any hazardous environments,systems or applications,any safety
response systems or other safety-critical applications,or any other use or application in which the use or failure of
the Subscription Services could lead to personal injury or severe physical or property damage.
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2.5 Ownership.Accela retains all Intellectual Property Rights, including all rights,title and license to the
Subscription Service,Software,Accela System,Support Services,Consulting Services,and Aggregate Data,any
related work product of the foregoing and all derivative works thereof by whomever produced; provided however,
that to the extent such materials are delivered to Customer as part of the Subscription Services,Consulting
Services or Support Services then Customer shall receive a limited license consistent with the terms of Section 2 to
use such materials during the Subscription Period.
2.6 Customer's Responsibilities.Customer will: (i) be responsible for meeting Accela's applicable minimum system
requirements for use of the Subscription Services set forth in the Documentation; (ii) be responsible for Authorized
Users'compliance with this Agreement and for any other activity(whether or not authorized by Customer)
occurring under Customer's account; (iii) be solely responsible for the accuracy,quality, integrity and legality of
Customer Data; (iv) use commercially reasonable efforts to prevent unauthorized access to or use of the
Subscription Services and Customer Data under its account,and notify Accela promptly of any such unauthorized
access or use,and; (v) use the Subscription Services only in accordance with the applicable Documentation, laws
and government regulations.
3. PAYMENT TERMS.
3.1 Purchases Directly from Accela. Except as otherwise set forth in an Order,Subscription fees shall be invoiced
annually in advance and such fees shall be due and payable on the first day of the Subscription and on each
anniversary thereafter for each renewal, if any.All other invoices shall be due and payable net thirty(30)from the
date of the applicable invoice.All amounts payable to Accela under this Agreement shall be paid by Customer in
full without any setoff,deduction,debit,or withholding for any reason.Any late payments shall be subject to an
additional charge of the lesser of 1.5%per month or the maximum permitted by law.All Subscription Services fees
are exclusive of any taxes, levies,duties,withholding or similar governmental assessments of any nature
(collectively, "Taxes"). If any such Taxes are owed or payable for such transactions,they shall be paid separately by
Customer without set-off to the fees due Accela.
3.2 Purchases from Authorized Resellers. In the event that Customer has purchased any products or services
through a reseller,subject to these terms,any separate payment arrangements and terms shall be exclusively
through such reseller and Accela is not a party to such transactions.Accela's sole obligations are set forth herein
and Customer acknowledges that its rights hereunder may be terminated for non-payment to such third party.
4. CONFIDENTIALITY.As used herein, "Confidential Information" means all confidential information disclosed by a
one party to this Agreement to the other party of this Agreement whether orally or in writing,that is designated as
confidential or that reasonably should be understood to be confidential given the nature of the information and
the circumstances of disclosure. However,Confidential Information will not include any information that: (i) is or
becomes generally known to the public without breach of any obligation owed to the disclosing party; (ii)was
known to the receiving party prior to its disclosure without breach of any obligation owed to the disclosing party;
(iii) is received without restriction from a third party without breach of any obligation owed to the disclosing party;
or(iv)was independently developed by the receiving party. Each party will use the same degree of care that it uses
to protect the confidentiality of its own confidential information of like kind (but in no event less than reasonable
care) not to disclose or use any Confidential Information except as permitted herein,and will limit access to
Confidential Information to those of its employees,contractors and agents who need such access for purposes
consistent with this Agreement and who are bound to protect such Confidential Information consistent with this
Agreement.The receiving party may disclose Confidential Information if it is compelled by law to do so,provided
the receiving party gives the disclosing party prior notice of such compelled disclosure(to the extent legally
permitted)and reasonable assistance,at the disclosing party's request and cost,to contest, limit,or protect the
disclosure.
5. CUSTOMER DATA.
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5.1 Ownership. Customer reserves all its rights,title,and interest in and to the Customer Data. No rights are
granted to Accela hereunder with respect to the Customer Data,except as otherwise set forth explicitly in Section
5.
5.2 Usage. Customer shall be responsible for Customer Data as entered in to,applied or used in the Subscription
Services. Customer acknowledges that Accela generally does not have access to and cannot retrieve lost Customer
Data. Customer grants to Accela the non-exclusive right to process Customer Data (including personal data)for the
sole purpose of and only to the extent necessary for Accela: (i)to provide the Subscription Services; (ii)to verify
Customer's compliance with the restrictions set forth in Section 2.4(Restrictions on Use) if Accela has a reasonable
belief of Customer's non-compliance; and (iii)as otherwise set forth in this Agreement.Accela may utilize the
information concerning Customer's use of the Subscription Services (excluding any use of Customer's Confidential
Information)to improve Subscription Services,to provide Customer with reports on its use of the Subscription
Services,and to compile aggregate statistics and usage patterns by customers using the Subscription Services.
5.3 Use of Aggregate Data. Customer agrees that Accela may collect, use and disclose Aggregate Data derived
from the use of the Subscription Services for industry analysis, benchmarking,analytics, marketing and other
business purposes.All Aggregate Data collected, used and disclosed will be in aggregate form only and will not
identify Customer, its Authorized Users or any third parties utilizing the Subscription Services.
6. WARRANTIES AND DISCLAIMERS.
6.1 Subscription Services Warranty. During the Subscription Period,Accela warrants that Subscription Services
shall perform materially in accordance with the applicable Documentation.As Customer's sole and exclusive
remedy and Accela's entire liability for any breach of the foregoing warranty,Accela will use commercially
reasonable efforts to: (a) repair the Subscription Services in question; (b) replace the Subscription Services in
question with those of substantially similar functionality;or(c),after making all commercially reasonable attempts
to do the foregoing,terminate the applicable Subscription Services and refund all unused, prepaid fees paid by
Customer for such non-compliant Subscription Services.
6.2 Consulting Services Warranty. For ninety(90)days from the applicable delivery,Accela warrants that
Consulting Services shall be performed in a professional and workmanlike manner. As Customer's sole and
exclusive remedy and Accela's entire liability for any breach of the foregoing warranty,Accela will use
commercially reasonable efforts to (a) re-perform the Consulting Services in a compliant manner;or,after making
all commercially reasonable attempts to do the foregoing, (b) refund the fees paid for the non-compliant
Consulting Services.
6.3. Disclaimers. EXCEPT AS EXPRESSLY PROVIDED HEREIN,ACCELA MAKES NO WARRANTY OF ANY KIND,
WHETHER EXPRESS, IMPLIED,STATUTORY OR OTHERWISE,AND SPECIFICALLY DISCLAIMS ALL IMPLIED
WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY,SECURITY, FITNESS FOR A PARTICULAR
PURPOSE OR NON-INFRINGEMENT,TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
6.4. Cannabis-Related Activities. If Customer purchases any Subscription Services for use with any cannabis-
related activities,the following additional disclaimers shall apply:Accela is considered a software service provider
to its customers and not a cannabis related business or agent thereof. In addition to the foregoing,Accela only
retains Subscription Services fees of this Agreement from its Customer for general software services,a state or
local government agency, and does not retain these fees from any type of External Users. It is the sole
responsibility of the Customer to offer state law compliant services,which may be coordinated and facilitated
through the use of the Subscription Services.Accela makes no representations, promises,or warranties with
respect to the legality,suitability,or otherwise regarding any third party provider, including partners,and have no
responsibility or liability with respect to services provided to Customer by such third parties.
7. INDEMNIFICATION.Accela will defend (or at Accela's option,settle)any third party claim,suit or action brought
against Customer to the extent that it is based upon a claim that the Subscription Services,as furnished by Accela
hereunder, infringes or misappropriates the Intellectual Property Rights of any third party,and will pay any costs,
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damages and reasonable attorneys'fees attributable to such claim that are finally awarded against Customer,
provided that Customer provides: (a)Accela notice of such claim as soon practical and in no event later than would
reasonably permit Accela to respond to such claim, (b) reasonable cooperation to Accela, at Accela's expense, in
the defense and/or settlement of such claim and (c)Accela the sole and exclusive control of the defense, litigation
and settlement of such claim. In the event that Accela reasonably believes, in its sole discretion,that such claim
may prevail or that the usage of the Subscription Services may be joined,Accela may seek to: (a) modify the
Subscription Services such that it will be non-infringing(provided such modification does not materially reduce the
functionality or performance of Customer's installed instance); (b) replace the Subscription Services with a service
that is non-infringing and provides substantially similar functionality and performance; or, if the first two options
are not commercially practicable, (c)terminate the remainder of the Subscription Period and refund any, pre-paid,
unused fees received by Accela.Accela will have no liability under this Section 7 to the extent any claims arise from
(i)any combination of the Subscription Services with products,services, methods of a third party; (ii)a
modification of the Subscription Services that were either implemented by anyone other than Accela or
implemented by Accela in accordance with Customer specifications; (iii)any use of the Subscription Services in a
manner that violates this Agreement or the instructions given to Customer by Accela; (iv) a version of the
Subscription Services other than the current,fully patched version, provided such updated version would have
avoided the infringement; or(v)Customer's breach of this Agreement.THIS SECTION 7 STATES THE ENTIRE
OBLIGATION OF ACCELA AND ITSLICENSORSWITH RESPECT TO ANY ALLEGED OR ACTUAL INFRINGEMENT OR
MISAPPROPRIATION OF INTELLECTUAL PROPERTY RIGHTS RELATED TO THIS AGREEMENT.
8. LIMITATION OF LIABILITY. EXCEPT FOR LIABILITY ARISING OUT OF EITHER PARTY'S LIABILITY FOR DEATH OR
PERSONAL INJURY OR CUSTOMER'S BREACH OF SECTION 2, NEITHER PARTY'S AGGREGATE LIABILITY FOR
DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR FROM THE USE OF OR INABILITY TO
USE THE SERVICE,WHETHER IN CONTRACT,TORT OR UNDER ANY OTHER THEORY OF LIABILITY,SHALL EXCEED THE
TOTAL AMOUNT PAID BY CUSTOMER HEREUNDER IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING
THE INCIDENT. EXCEPT FOR LIABILITY ARISING OUT OF CUSTOMER'S BREACH OF SECTION 2 OR EITHER PARTY'S
LIABILITY FOR DEATH OR PERSONAL INJURY, IN NO EVENT SHALL EITHER PARTY OR ANY OTHER PERSON OR ENTITY
INVOLVED IN CREATING, PRODUCING OR DELIVERING THE SERVICE BE LIABLE FOR ANY INCIDENTAL,SPECIAL,
EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA OR LOSS OF GOODWILL,
SERVICE INTERRUPTION,COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE PRODUCTS OR
SERVICES,ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR FROM THE USE OF OR INABILITY TO
USE THE SUBSCRIPTION SERVICES,WHETHER BASED ON WARRANTY,CONTRACT,TORT(INCLUDING NEGLIGENCE),
PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY.THE FOREGOING EXCLUSIONS APPLY WHETHER OR NOTA
PARTY HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE,AND EVEN IF A LIMITED REMEDY SET FORTH
HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
9. SECURITY. Accela has implemented commercially viable and reasonable information security processes,
policies and technology safeguards to protect the confidentiality and integrity of Customer Data, personal data
protect against reasonably anticipated threats. Customer acknowledges that, notwithstanding security features of
the Subscription Services, no product, hardware,software or service can provide a completely secure mechanism
of electronic transmission or communication and that there are persons and entities, including enterprises,
governments and quasi-governmental actors,as well as technologies,that may attempt to breach any electronic
security measure. Subject only to its limited warranty obligations set forth in Section 6,Accela will have no liability
for any such security breach. Customer further acknowledges that the Subscription Services is not guaranteed to
operate without interruptions,failures,or errors. If Customer or Authorized Users use the Subscription Services in
any application or environment where failure could cause personal injury, loss of life,or other substantial harm,
Customer assumes any associated risks and will indemnify Accela and hold it harmless against those risks.
10. THIRD PARTY SERVICES. Customer may choose to obtain a product or service from a third party that is not
directly produced by Accela as a component of the Subscription Services ("Third Party Services")and this may
include third party products resold by Accela.Accela assumes no responsibility for,and specifically disclaims any
liability,warranty or obligation with respect to,any Third Party Service or the performance of the Subscription
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Services (including Accela's service level commitment)when the Subscription Services are used in combination
with or integrated with Third Party Services.
11. TERM AND TERMINATION.
11.1 Agreement Term.This Agreement shall become effective on the Effective Date and shall continue in full force
and effect until the expiration of any Subscription Periods set forth in an applicable Order governed by the
Agreement.
11.2 Subscription Periods& Renewals.Subscription Periods begin as specified in the applicable Order and, unless
terminated earlier in accordance with this Agreement,continue for the term specified therein. Except as otherwise
specified in the applicable Order, (a)all Subscription Services will automatically renew for additional Subscription
Periods equal to the expiring Subscription Period, unless either party gives the other at least sixty(60)days' notice
of non-renewal before the end of the relevant Subscription Period and (b),Orders may only be cancelled or
terminated early in accordance with Section 11.3. Subscription Services renewals may be subject to an annual
increase,for which Accela shall provide Customer notice prior to the renewal of the Subscription Period. In the
event of any non-renewal or other termination,Customer's right to use the Subscription Services will terminate at
the end of the relevant Subscription Period.
11.3 Termination or Suspension for Cause. A party may terminate this Agreement and Subscription Services
license granted hereunder for cause upon thirty(30)days'written notice to the other party of a material breach if
such breach remains uncured at the expiration of such thirty(30)day period. Either party may terminate
immediately if the other party files for bankruptcy or becomes insolvent.Accela may,at its sole option,suspend
Customer's or any Authorized User's access to the Subscription Services,or any portion thereof, immediately if
Accela: (i)suspects that any person other than Customer or an Authorized User is using or attempting to use
Customer Data; (ii)suspects that Customer or an Authorized User is using the Subscription Services in a way that
violates this Agreement and could expose Accela or any other entity to harm or legal liability; (iii) is or reasonably
believes it is required to do so by law or court order or; (iv)Customer's payment obligations are more than ninety
(90)days past due, provided that Accela has provided at least thirty(30) days' notice of such suspension for
delinquent payment. Should Customer terminate this Agreement for cause,Accela will refund a pro-rata portion of
unused, pre-paid fees.
11.4 Effect of Termination. If this Agreement expires or is terminated for any reason: (i)within thirty(30)calendar
days following the end of Customer's final Subscription Period, upon Customer's request Accela provided
Customer Data and associated documents in a database dump file; provided that Customer pays (a)all costs of and
associated with such copying,as calculated at Accela's then-current time-and-materials rates,and (b)any and all
unpaid amounts due to Accela; (ii) licenses and use rights granted to Customer with respect to Subscription
Services and intellectual property will immediately terminate; and (iii)Accela's obligation to provide any further
services to Customer under this Agreement will immediately terminate,except as mutually agreed between the
parties. If the Subscription Services are nearing expiration date or are otherwise terminated,Accela will initiate its
data retention processes, including the deletion of Customer Data from systems directly controlled by Accela.
Accela's current Data Storage Policy can be accessed www.accela.com/terms/.
11.5 Survival.Sections 2.5 (Ownership and Proprietary Rights),4(Confidentiality),6.3 (Disclaimer),8(Limitation of
Liability), 11.4(Effect of Termination), 11.5 (Surviving Provisions),and 12(General Provisions)will survive any
termination or expiration of this Agreement.
12. GENERAL.
12.1 Notice. Except as otherwise specified in this Agreement,all notices, permissions and approvals hereunder
will be in writing and will be deemed to have been given upon: (i) personal delivery; (ii)three days after sending
registered, return receipt requested, post or; (iii)one day after sending by commercial overnight carrier. Notices
will be sent to the address specified by the recipient in writing when entering into this Agreement or establishing
Customer's account for the Subscription Services.
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12.2 Governing Law and Jurisdiction.This Agreement and any action related thereto will be governed by the laws
of the State of California without regard to its conflict of laws provisions.The exclusive jurisdiction and venue of
any action related to the subject matter of this Agreement will be the state and federal courts located in the
Northern District of California and each of the parties hereto waives any objection to jurisdiction and venue in such
courts.
12.3 Compliance with Laws. Each party will comply with all applicable laws and regulations with respect to its
activities under this Agreement including, but not limited to,export laws and regulations of the United States and
other applicable jurisdictions. Further, in connection with the services performed under this Agreement and
Customer's use of the Subscription Services,the parties agree to comply with all applicable anti-corruption and
anti-bribery laws,statutes and regulations.
12.4 Assignment. Customer may not assign or transfer this Agreement, whether by operation of law or
otherwise,without the prior written consent of Accela,which shall not be unreasonably withheld.Any attempted
assignment or transfer,without such consent,will be null and void. Subject to the foregoing,this Agreement will
bind and inure to the benefit of the parties,their respective successors and permitted assigns.
12.5 Publicity. Notwithstanding anything to the contrary,each party will have the right to publicly announce the
existence of the business relationship between parties without disclosing the specific terms of the Agreement.
12.6 Miscellaneous. No failure or delay by either party in exercising any right under this Agreement will constitute
a waiver of that right. Other than as expressly stated herein,the remedies provided herein are in addition to,and
not exclusive of,any other remedies of a party at law or in equity. If any provision of this Agreement is held by a
court of competent jurisdiction to be contrary to law,the provision will be modified by the court and interpreted
so as best to accomplish the objectives of the original provision to the fullest extent permitted by law,and the
remaining provisions of this Agreement will remain in effect.Accela will not be liable for any delay or failure to
perform under this Agreement to the extent such delay or failure results from circumstances or causes beyond the
reasonable control of Accela.This Agreement does not create a partnership,franchise,joint venture,agency,
fiduciary or similar relationship between the parties.This Agreement, including any attachments hereto as
mutually agreed upon by the parties,constitute the entire agreement between the parties concerning its subject
matter and it supersedes all prior communications,agreements, proposals or representations,written or oral,
concerning its subject matter. No modification,amendment,or waiver of any provision of this Agreement will be
effective unless in writing and signed by a duly authorized representative of each party against whom the
modification,amendment or waiver is to be asserted. Notwithstanding any language to the contrary, no additional
or conflicting terms or conditions stated in any of Customer's purchase order documentation or otherwise will be
incorporated into or form any part of this Agreement,and all such terms or conditions shall be null and void.
In WITNESS WHERE OF,the parties have indicated their acceptance of the terms of this Agreement by their
signatures below
ACCELA,INC. CUSTOMER:
cuSigned by:
�/�' rr•, **see below for customer signature**
Signature: rZdAAd Signature:
73668EE5EB274C8...
Name: Michael E Gi gl i el l o Name:
Title: controller Title:
Date: 6/12/2024 Date:
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Countersigned: CITY OF CLEARWATER, FLORIDA
DocuSigned by: DocuSigned by:
E
Vltilt, B5
(u' �biV'ViuV'
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Bruce Rector Jennifer Poirrier
Mayor City Manager
Date Date
DS
Approved as to form: Attest:
by: DocuSigned by:
�Led
Wv rs � C,u ee
Owen Kohler Rosemarie all
Assistant City Attorney City Clerk
Date Date
20201023 Page 8 of 8
DocuSign Envelope ID:254569F7-A84B-4F77-849A-B99F36761727
Proposed by: Kristine Nelson
LmAccela Contact Phone: 212.430.4767
Contact Email: knelson@accela.com
Quote ID: Q-32202
2633 Camino Ramon, Suite 500 Valid Through: 6/30/2024
San Ramon, CA, 94583 Currency: USD
Renewal Order Form
Address Information
Bill To: Ship To:
City of Clearwater, FL City of Clearwater, FL
100 S. Myrtle Ave 100 S. Myrtle Ave
PO Box 4748 PO Box 4748
Municipal Services Building Municipal Services Building
Clearwater, Florida 33758-4748 Clearwater, Florida 33756-5520
United States United States
Billing Name: Tony Lenning
Billing Phone: 727-444-8090
Billing Email: tony.lenning@myclearwater.com
Services Year Start Date End Date Term Price Qty Net Total
(Months)
Accela Citizen Access Year 1 5/13/2024 5/12/2025 12 $13,517.98 1 $13,517.98
(population 107,742)
Accela Land Management(inc Year 1 5/13/2024 5/12/2025 12 $1,144.44 110 $125,888.57
Server& Users)
Accela Mobile Office (inc Year 1 5/13/2024 5/12/2025 12 $665.61 30 $19,968.27
Server& Users)
Accela GIS (inc Server& Year 1 5/13/2024 5/12/2025 12 $402.71 25 $10,067.77
Users)
TOTAL: $169,442.59
Pricing Summary
Period Net Total
Year 1 $ 169,442.59
Total $ 169,442.59
Page 1 of 3
DocuSign Envelope ID:254569F7-A84B-4F77-849A-B99F36761727
Renewal Terms/Information:
General Information
Governing This Order Form, including any OnPrem Licenses, Maintenance and Support, Subscription
Agreement(s) Services, Enhanced Reporting Database and Managed Application Services will be governed
by the applicable terms and conditions. If those terms and conditions are non-existent, have
expired, do not apply or have otherwise been terminated, the following terms at
www.accela.com/terms/will govern as applicable, based on the Customer's purchase.
Order Terms
Order Start Date Unless otherwise specified in the Special Order Terms:
• Software Licenses &Subscriptions start on the date of delivery by Accela;
• Hosting and Support start on Accela's delivery of the software hosted and/or
supported;.
Order Duration Unless otherwise specified in the Special Order Terms:
• Subscriptions continue from the Order Start Date through the number of months
listed in this Order Form.
• Any Software Licenses or Hardware are one-time, non-refundable purchases.
• Hosting and Support continues from the Order Start Date through the
number of months listed in this Order Form. All Maintenance ends on June
30, 2025. Support continues through December 31, 2025, which may be
extended on a limited basis. Professional Services continue for the
duration as outlined in the applicable Statement of Work, Exhibit or the
Governing Agreement, as applicable.
Special Order Terms • This Order Form replaces all previous order forms for the terms listed above and
will govern the Software, Maintenance, and/or Services items listed on this Order
Form.
• No additional or conflicting terms or conditions stated in Customer's order
documentation, including, without limitation, Customer purchase orders, will be
incorporated into or form any part of this order or the governing agreement, and all
such additional or conflicting terms are null and void.
• Notwithstanding anything to the contrary, whether in the governing agreement or
otherwise: (1) the Services in this Order Form may be renewed by Customer for
one final 6-month term, not to extend past December 31, 2025, with limited support
at the unit pricing listed above; (2) if Customer migrates to SaaS during this 6-
month term, Customer will receive a credit for any prepaid support from the date of
provisioning; and (3) if Customer chooses not to migrate to SaaS, Customer will
not receive a refund for any prepaid support.
Payment Terms
Currency USD
Invoice Date Unless otherwise stated in the Special Payment Terms, Invoice for the Grand Total above will
be issued on the Order Start Date.
Payment Due Date Unless otherwise stated in the Special Payment Terms or the Governing Agreement(s), all
payments are due on the Invoice Date and payable net 30 days.
Page 2 of 3
DocuSign Envelope ID:254569F7-A84B-4F77-849A-B99F36761727
Service Charge Pricing is based upon payment by ACH or check. Payment by credit card (including Purchase
Cards) for product and services in this Order Form will be subject to a service charge of 3%.
There is no service charge for ACH or check payment.
Special None unless otherwise specified in this location.
Payment
Terms
Purchase Order If Customer requires PO number on invoices, it must be provided below and Customer must
provide a copy of the PO prior to invoice issuance. If no PO number provided prior to invoice
issuance date, invoices issued on this Order Form will be valid without a PO reference.
PO#
Accela, Inc. Customer
Signature: DocuSigned by: Signature:
See below for customer signature **
Print Name: 73668EE5EB274C8_._ Print Name:
Michael E Gigliello
Title: Title:
controller
Date: Date:
6/12/2024
Countersigned: CITY OF CLEARWATER, FLORIDA
DocuSigned by: DocuSigned by:
bnau, "bir
By-
Bruce
�Inan i(u �DiVViuV
0.�8.69ra3.3220J-Y-�... y- FEEEE4&F R ...
Bruce Rector Jennifer Poirrier
Mayor City Manager
Date Date
DS
Approved as to form: Attest:
DocuSigned by: DocuSigned by:
Wv r �
gF�
All_ @@SFE@FFE4 ..
Owen Kohler Rosemarie all
Assistant City Attorney City Clerk
Date Date
Page 3 of 3
DocuSign Envelope ID:254569F7-A84B-4F77-849A-B99F36761727
Proposed by: Kristine Nelson
LmAccela Contact Phone: 212.430.4767
Contact Email: knelson@accela.com
Quote ID: Q-33281
2633 Camino Ramon, Suite 500 Valid Through: 6/30/2024
San Ramon, CA,94583 Currency: USD
Renewal Order Form
Address Information
Bill To: Ship To:
City of Clearwater, FL City of Clearwater, FL
100 S. Myrtle Ave 100 S. Myrtle Ave
PO Box 4748 PO Box 4748
Municipal Services Building Municipal Services Building
Clearwater, Florida 33758-4748 Clearwater, Florida 33756-5520
United States United States
Billing Name: Tony Lenning
Billing Phone: 727-444-8090
Billing Email: tony.lenning@myclearwater.com
Services Year Start Date End Date Term Price Qty Net Total
(Months)
PublicStuff Pro Year 1 5/13/2024 11/12/2024 6 $19,462.61 1 $9,731.30
TOTAL: $9,731.30
Services Year Start Date End Date Term Price Qty Net Total
(Months)
PublicStuff Pro Year 2 11/13/2024 5/12/2025 6 $19,462.61 1 $9,731.30
TOTAL: $9,731.30
Pricing Summary
Period Net Total
Year 1 $9,731.30
Year 2 $9,731.30
Total $ 19,462.60
Page 1 of 3
DocuSign Envelope ID:254569F7-A84B-4F77-849A-B99F36761727
Renewal Terms/Information:
General Information
Governing This Order Form, including any OnPrem Licenses, Maintenance and Support, Subscription
Agreement(s) Services, Enhanced Reporting Database and Managed Application Services will be governed
by the applicable terms and conditions. If those terms and conditions are non-existent, have
expired, do not apply or have otherwise been terminated, the following terms at
www.accela.com/terms/will govern as applicable, based on the Customer's purchase.
Order Terms
Order Start Date Unless otherwise specified in the Special Order Terms:
• Software Licenses &Subscriptions start on the date of delivery by Accela;
• Hosting and Support start on Accela's delivery of the software hosted and/or
supported;.
Order Duration Unless otherwise specified in the Special Order Terms:
• Subscriptions continue from the Order Start Date through the number of months
listed in this Order Form (or if not listed, twelve (12) months). Thereafter
Subscriptions automatically renew annually as calculated from Order Start Date of
Customer's first Subscription purchase.
• Any Software Licenses or Hardware are one-time, non-refundable purchases.
• Hosting and Support continue from the Order Start Date through the number of
months listed in this Order Form (or if not listed, twelve (12) months).
• Professional Services continue for the duration as outlined in the applicable
Statement of Work, Exhibit or the Governing Agreement, as applicable.
Special Order Terms This Order Form replaces all previous order forms for the terms listed above and will govern
the Software, Maintenance, and/or Services items listed on this Order Form.
• No additional or conflicting terms or conditions stated in Customer's order
documentation, including, without limitation, Customer purchase orders, will be
incorporated into or form any part of this order or the governing agreement, and all
such additional or conflicting terms are null andvoid.
• For Software Licenses, Accela may terminate this Order Form in the event the
Software is phased out across Accela's customer base. In such event, Accela will
provide Customer sufficient advance notice and the parties will mutually agree to
a migration plan for converting Customer to another Accela generally-available
offering with comparable functionality.
® QugtQmer Nyill have the option of semi-annual ivoii Wit mards to this
r er Dan Qustomei will auto illy renew far each six-OB201blP.L1111,
Customer oll have the antion to out-out of the sewn six-manth term wit
written notice oromided IQ Acceda at least 60-us' prior to the Marl Dal&o
the sewn six- oath
• At the end of the 12 manthterm listed in the Bendres abome. cuslamer mu.91
enter into a aeneml term Qf nQ less than telm d ant s.
Payment Terms
Currency USD
Invoice Date Unless otherwise stated in the Special Payment Terms, Invoice for the Grand Total above will
be issued on the Order Start Date.
Page 2 of 3
DocuSign Envelope ID:254569F7-A84B-4F77-849A-B99F36761727
Payment Due Date Unless otherwise stated in the Special Payment Terms or the Governing Agreement(s), all
payments are due on the Invoice Date and payable net 30 days.
Service Charge Pricing is based upon payment by ACH or check. Payment by credit card (including Purchase
Cards) for product and services in this Order Form will be subject to a service charge of 3%.
There is no service charge for ACH or check payment.
Special Payment Unless Qustonipr chooses to ant-out of the sewn six-month.9ix-mQnth team in accoidanrp.Wit
Terms the giuerial Qrder Teras or is Qlherwiiie terminated,the invoice fix the sewn giix-
month term will be i.9sued on the Btart Date, of the sero six- o ter .
Purchase Order If Customer requires PO number on invoices, it must be provided below and Customer must
provide a copy of the PO prior to invoice issuance. If no PO number provided prior to invoice
issuance date, invoices issued on this Order Form will be valid without a PO reference.
PO#
Accela, Inc. Customer
Signature: DocuSigned by: Signature:
Ali ott( -e '�i®,(�t(th **See below for customer signature **
73668EE5EB274C8... �"�
Print Name: Print Name:
Michael E Gigliello
Title: Title:
controller
Date: Date:
6/12/2024
Countersigned: CITY OF CLEARWATER, FLORIDA
DocuSigned by: DocuSigned by:
bnau, "bir B
y (u �biVViuV
nsa.�o�aazaa��r� • aEEaa�saanT
Bruce Rector Jennifer Poirrier
Mayor City Manager
Date Date
DS
Approved as to form: Attest:
DocuSigned by: DocuSigned by:
Wv Rs i� C,a Qk
Owen Kohler Rosemarie Call
Assistant City Attorney City Clerk
Date Date
Page 3 of 3
DocuSign Envelope ID:254569F7-A84B-4F77-849A-B99F36761727
Acce la
Statement of Work
Clearwater, FL
SaaS Migration Services
6/12/20,24
Version 1.1
Accela, Inc.
2633 Czar~ ino Ramon
Suite 120.
Sari Ramon, CA 94583
925- 5930Tek 6 - 20
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
Statement of Work Page I of 11
Proprietary and Confidential
DocuSign Envelope ID:254569F7-A84B-4F77-849A-B99F36761727
MAccela
TABLE OF CONTENTS
TABLEOF CONTENTS.....................................................................................................................................................................
DOCUMENTCONTROL....................................................................................................................................................................�
INTRODUCTION................................................................................................................................................................................
OVERVIEW............................................................................................................................................................................................4
SCOPE OF SERVICES..... .
WORKDESCRIPTION.............................................................................................................................................................................5
OUT OF SCOPE................
PROJECT ASSUMPTIONS ...............................................................................................................................................................
GENERAL PROJECT ASSUMPTIONS........................................................................................................................................................6
INTEGRATION ASSUMPTIONS.................................................................................................................................................................6
PROJECTTIMELINE...............................................................................................................................................................................6
PROJECTCOMPLETION..........................................................................................................................................................................6
PROJECTSPUT ON HOLD......................................................................................................................................................................6
PAYMENT TERMS.............
PAYMENTSCHEDULE............................................................................................................................................................................6
EXPENSES............................................................................................................................................................................................7
CONTRACTSUM....................................................................................................................................................................................7
AIi1IITIATTIC .............................................................................................................................................................................
CHANGEODERS...................................................................................................................................................................................7
EXPIRATION..........................................................................................................................................................................................7
DISCLAIMERS........................................................................................................................................................................................7
SIGNATURES....................................................................................................................................................................................
APPENDIX A. CHANGE ORDER FORM.. 11
SIGNATURE AND ACCEPTANCE.............................................................................................................................................................11
-------------------- ----------------------------------------------------------------------------------------------------------- --------------
Statement of Work age 2 of 11
Proprietary and Confidential
DocuSign Envelope ID:254569F7-A84B-4F77-849A-B99F36761727
MAccela
DOCUMENT CONTROL
Date Author Version Change Reference
4/10/2024 J.White 1.0 SOW Creation
5/2/2024 J.White 1.1 Expanded testing,support,and interface scope
-------------------- ----------------------------------------------------------------------------------------------------------- --------------
Statement of Work age 3 of 11
Proprietary and Confidential
DocuSign Envelope ID:254569F7-A84B-4F77-849A-B99F36761727
MAccela
OVERVIEWINTRODUCTION
This Statement of Work ("SOW") dated as of the last date of signature below sets forth the scope and
definition of the project-based professional services (collectively, the "Professional Services") to be
provided by Accela, Inc., its affiliates and/or agents("Accela")for Clearwater, FL("Agency"or"Customer").
This SOW is issued pursuant to and governed by the terms and conditions of the Accela Consulting Services
Policy found at www.accela.comfterms.
In the event of a conflict between the SOW and the Agreement, the terms of the SOW shall prevail as to
pricing, delivery dates, and description of the applicable Professional Services but will not prevail over,
modify, or terminate any surviving provision of the Agreement. This SOW is effective as of the date that
the SOW was last signed by the Customer and Accela ("SOW Effective Date").
Notwithstanding anything to the contrary, Accela is not assigning or licensing any intellectual property to
the Customer under this SOW.
SERVICESSCOPE OF
Accela will provide services to the Agency for migrating the Accela on-premise Civic Platform instance to
the Accela Cloud based on the materials provided by the Agency in the SaaS Migration Questionnaire.
• Import/upgrade of MS SQL DBs (up to 3 environments: Development,Test, Production)
• Assistance migrating specific interfaces:
o GIS with APO load
o Credit Card Payment Adapter(PayPal)
o ePermitHub
o Selectron IVR
o Power BI
o Net Assets
• Migration of up to 300 SSRS reports
• Upgrade EMSE Master Scripts
• Assist in integrating Azure SSO
• Up to 120 hour of issue resolution and testing assistance during UAT
• Go live planning and cutover assistance
Products
The following Accela products are in scope for this Project:
• Accela Automation
• Accela Citizen Access
• Accela GIS
• Accela Mobile
-------------------- -- ----------------------------------------------------------------------------------------------------------- --------------
Statement Work age 4 of 11
Proprietary and Confidential
DocuSign Envelope ID:254569F7-A84B-4F77-849A-B99F36761727
MAccela
WORK DESCRIPTION
Accela will perform a migration of the customer's on-premise Accela environments using MS SQL(up to 3
environments: Support,Test, Production) to the Accela SaaS platform.
Steps:
1. Customer provides an updated backup of the MS SQL databases for the environments to be
migrated
2. Perform the database migration (Accela,Jetspeed, AGIS, and ADS databases as required)
a. Copy database to Accela site
b. Execute preparation and remediation scripts; drop any custom objects
c. Import data from the MS SQL DB into Accela SaaS SQL instance
3. Execute validation scripts to confirm the schema
4. Provision tenant instance in Accela SaaS
5. Update environment specific data in the databases
6. Load ADS documents
7. Start Accela services and validate the system is functional i.e. login, search, create records, etc.
8. Execute automated test tool to ensure proper system functionality
9. Customer performs migration validation
10. Remediate any data issues that found from the migration
11. Provide the customer with a backup of the revised SQL DB
12. Upgrade EMSE master scripts to the current version
13. Migrate and Test integrations
o Repoint service endpoints to new URLs
o Adjust firewall rules and network topologies as necessary
o Update interface EMSE scripting dependences for Azure compatibility
o Unit test and ensure base functionality
14. Migrate and update SSRS reports (maximum of 300)
o Import reports into the Accela SaaS environment
o Update reports to remove dependencies on custom objects (stored procedures,
functions)
o Facilitate customer testing and remediate any issues found resulting from migration
15. Validate Ad Hoc reports
o Remove dependencies on custom views where possible
o Convert to SSRS as needed
16. Develop go live plan
17. Final go-live/roll back decision
18. Execute go live plan
19. Provide 3 weeks of post go live support from the project team
OUT OF SCOPE
Any Coding, conversion or additional services not specifically described in this document is the
responsibility of Agency.
-------------------- -- ----------------------------------------------------------------------------------------------------------- --------------
Statement Work age 5 of 11
Proprietary and Confidential
DocuSign Envelope ID:254569F7-A84B-4F77-849A-B99F36761727
MAccela
PROJECT ASSUMPTIONS
GENERAL PROJECT ASSUMPTIONS
• Agency will provide the necessary data, files, and other specified inputs to perform the work
described in this agreement. These items will be uploaded to secure Azure storage by the Agency.
Failure to provide these items in a timely fashion will result in a project delay. Such a delay will
result in a Change Order.
Integration Assumptions
• Hosting of interfaces remains the responsibility of the agency unless specifically included in the
Accela SaaS license agreement.
• Agency will ensure that Accela resources have access to a Dev or Test version of the 3rd party
systems for interface development. All interfaces will be developed against 1 (one), agreed upon
version of the 3rd party system.
• Agency will provide source code for relevant custom interfaces in scope. If source code is
unavailable,then the project may be delayed or addition cost may result from the re-development
of a new interface.
PROJECT TIMELINE
The project is estimated to take 22 weeks.The projected start date for the Project is forty-five(45)calendar
days after mutual acceptance and signature of this SOW.
PROJECT COMPLETION
Upon completion of the work defined above, this contract will be closed.
PROJECTS PUT ON HOLD
It is understood that sometimes Agency priorities are revised requiring the Agency to place the Accela
implementation on hold. The Agency must send a formal written request sent to Accela to put the project
on hold. Delays of 2 weeks or more that have a tangible impact to Accela's resource plan are subject to
change order.
If an Agency-based delay puts the project on hold for more than 90 days, Accela reserves the right to
terminate the contract and negotiate new terms. If an Agency-based delay puts the project on hold past
the termination period, Accela reserves the right to terminate the contract at the time of the delay. After
that time, Accela can choose to cancel the rest of the Statement of Work.To finish the project will require
a new Statement of Work at new pricing.
PAYMENT TERMS
PAYMENT SCHEDULE
• 50% due at contract signing $100,000.
• 50% invoiced at completion $100.000.
-------------------- -- ----------------------------------------------------------------------------------------------------------- --------------
Statement Work age 6 of 11
Proprietary and Confidential
DocuSign Envelope ID:254569F7-A84B-4F77-849A-B99F36761727
MAccela
EXPENSES
There is no provision for travel expenses or travel time in this SOW because Agency does not need any
onsite resources. Travel to the Agency will not be conducted unless a Change Order, inclusive of travel
expense terms and conditions, is signed prior to travel commencing to cover the cost of the travel.
CONTRACT SUM
The total estimated amount payable under this SOW, as calculated from the above-mentioned fees, is
$200,000. This estimated price is based on the information available at time of signing and the
assumptions, dependencies and constraints, and roles and responsibilities of the Parties, as stated in this
SOW.
ADMINISTRATION
CHANGE ODERS
In order to make a change to the scope of Professional Services in this SOW, and subject to the Disclaimers
below, Agency must submit a written request to Accela specifying the proposed changes in detail. This
includes adding to or subtracting from the services included in this SOW. Accela will submit to Agency an
estimate of the financial impact and the anticipated changes in the delivery schedule that will result from
the proposed change in the Professional Services Change Order. Accela will continue performing the
Professional Services in accordance with the SOW until the parties agree in writing on the change in scope
of work, scheduling, and fees therefore. Any Change Order will be agreed to by the parties in writing prior
to implementation of the Change Order. If Accela's effort changes due to changes in timing, roles,
responsibilities,assumptions,scope,etc.or if additional support hours are required,a change order will be
created that details these changes,and impact to project and cost(if any). Any change order will be signed
by Accela and Agency prior to commencing any activities defined in the change order. Standard blended
rate for Accela resources is$250 per hour. The Change Order Template is attached hereto as Appendix A.
EXPIRATION
The scope and terms of this SOW must be executed within 90 days of the SOW date. If the SOW is not
executed, the current scope and terms can be renegotiated.
DISCLAIMERS
Accela makes no warranties in respect of the Services described in this SOW except as set out in the
governing Subscription Services Agreement. Any configuration of or modification to the Product that can
be consistently supported by Accela via APIs, does not require direct database changes and is capable of
being tested and maintained by Accela will be considered a "Supported Modification".Accela's obligations
and warranties in respect of its Services, Products,and maintenance and support,as set out the agreement
between Accela and Agency, does not extend outside the Supported Modifications or to any Agency
manipulation of implemented scripts, reports, interfaces and adaptors.
In the event Agency requires significant changes to this SOW (including cumulative revisions across any
one or more Change Orders) which Accela reasonably determines (a) is a material modification of the
nature or scope of Services as initially contemplated by the Parties under this SOW and/or(b)is significantly
outside the Supported Modifications, Accela may, upon no less than thirty (30) days' notice to Agency,
-------------------- -- ----------------------------------------------------------------------------------------------------------- --------------
Statement Work age 7 of 11
Proprietary and Confidential
DocuSign Envelope ID:254569F7-A84B-4F77-849A-B99F36761727
MAccela
suspend or terminate this SOW and/or any Change Order issued hereunder. In the event of any such
termination or suspension,the parties will work together in finalizing agreed-upon Deliverables.
-------------------- -- ----------------------------------------------------------------------------------------------------------- --------------
Statement Work age 8 of 11
Proprietary and Confidential
DocuSign Envelope ID:254569F7-A84B-4F77-849A-B99F36761727
MAccela
SIGNATURES
This Statement of Work is agreed to by the parties and made effective upon the date of last signature. If
undated by Agency, the effective date will be as of the Accela signature hereto.
ACCELA, INC. Clearwater, FL
DocuSigned by:
dtit,, a d -e 14t,u e
E *See below for customer signature
Authorized Signature Authorized Signature
Michael E Gigliello
Name- Type or Print Name- Type or Print
controller
Title Title
6/12/2024
Date Date
-------------------- -- ----------------------------------------------------------------------------------------------------------- --------------
Statement Work age 9 of 11
Proprietary and Confidential
DocuSign Envelope ID:254569F7-A84B-4F77-849A-B99F36761727
MAccela
Countersigned: CITY OF CLEARWATER, FLORIDA
DocuSigned by: DocuSigned by:
Lwuc, "br B �oiv�iw
y:
Bruce Rector Jennifer Polrrler
Mayor City Manager
Date Date
DS
Approved as to form: Attest:
DocuSigned by: DocuSigned by: _
Owen Kohler Rosemarie Call
Assistant City Attorney City Clerk
Date Date
-------------------- -------------------------------------------------------------------------------------------------------------- --------------
Statement of Work 10 of11
Proprietary and Confidential
DocuSign Envelope ID:254569F7-A84B-4F77-849A-B99F36761727
MAccela
APPENDIX CHANGE ORDER FORM
Agency: CO#:
Project Code: Date:
Contract ID:
Initiating Department:
Initiated By:
A. PROJECT CHANGE DESCRIPTION/TASK SUMMARY:
1. [Description of Change#1 —Issue details/scope impact, add as many as needed]
• Schedule impact:
• Resource impact:
• Cost impact:
2. Etc.
Total Project Schedule Impact: [Enter]
Total Project Resource Impact: [Enter]
Total Project Cost Impact: [Enter]
B. BILLING TERMS:
Please describe the method by which Accela may bill the customer. Typically for CO's this is T&M.
C. EXPIRATION:
If this is a CO for a bucket of T&M hours there needs to be an expiration date
SIGNATURE 0 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 Accela 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.
Accepted By: Accepted By:
Accela,Inc.
By: By:
Print Name: Print Name:
Title: Title:
Date: Date:
-------------------- ---------------------------------------------------------------------------------------------------------- --------------
Statement of Work age 22 of 11
Proprietary and Confidential
DocuSign Envelope ID:254569F7-A84B-4F77-849A-B99F36761727
Proposed by: Jeffrey Reese
LmAccela Contact Phone:
Contact Email:jreese@accela.com
Quote ID: Q-32954
2633 Camino Ramon, Suite 500 Valid Through: 6/30/2024
San Ramon, CA, 94583 Currency: USD
Order Form
Address Information
Bill To: Ship To:
City of Clearwater, FL City of Clearwater, FL
100 S. Myrtle Ave 100 S. Myrtle Ave
PO Box 4748 PO Box 4748
Municipal Services Building Municipal Services Building
Clearwater, Florida 33758-4748 Clearwater, Florida 33756-5520
United States United States
Billing Name: Tony Lenning
Billing Phone: 727-444-8090
Billing Email: tony.lenning@myclearwater.com
Services Year Start Date End Date Term Price Qty Net Total
(Months)
Multi Solution User Year 1 7/1/2024 6/30/2025 12 $2,222.25 117 $260,003.25
>Accela Building-SaaS Year 1 7/1/2024 6/30/2025 12 $0.00 117 $0.00
>Accela Planning-SaaS Year 1 7/1/2024 6/30/2025 12 $0.00 117 $0.00
Enhanced Reporting Database Year 1 7/1/2024 6/30/2025 12 $33,800.42 1 $33,800.42
(ERD)
TOTAL: $293,803.67
Services Year Start Date End Date Term Price Qty Net Total
(Months)
Multi Solution User Year 2 7/1/2025 6/30/2026 12 $2,333.36 117 $273,003.41
>Accela Building-SaaS Year 2 7/1/2025 6/30/2026 12 $0.00 117 $0.00
>Accela Planning-SaaS Year 2 7/1/2025 6/30/2026 12 $0.00 117 $0.00
Enhanced Reporting Database Year 2 7/1/2025 6/30/2026 12 $35,490.44 1 $35,490.44
(ERD)
TOTAL: $308,493.85
Services Year Start Date End Date Term Price Qty Net Total
(Months)
Multi Solution User Year 3 7/1/2026 6/30/2027 12 $2,450.03 117 $286,653.58
>Accela Building-SaaS Year 3 7/1/2026 6/30/2027 12 $0.00 117 $0.00
>Accela Planning-SaaS Year 3 7/1/2026 6/30/2027 12 $0.00 117 $0.00
Page 1 of 4
DocuSign Envelope ID:254569F7-A84B-4F77-849A-B99F36761727
Services Year Start Date End Date Term Price Qty Net Total
(Months)
Enhanced Reporting Database Year 3 7/1/2026 6/30/2027 12 $37,264.96 1 $37,264.96
(ERD)
TOTAL: $323,918.54
Services Year Start Date End Date Term Price Qty Net Total
(Months)
Multi Solution User Year 4 7/1/2027 6/30/2028 12 $2,572.53 117 $300,986.26
>Accela Building-SaaS Year 4 7/1/2027 6/30/2028 12 $0.00 117 $0.00
>Accela Planning-SaaS Year 4 7/1/2027 6/30/2028 12 $0.00 117 $0.00
Enhanced Reporting Database Year 7/1/2027 6/30/2028 12 $39,128.21 1 $39,128.21
(ERD)
TOTAL: $340,114.47
Services Year Start Date End Date Term Price Qty Net Total
(Months)
Multi Solution User Year 5 7/1/2028 6/30/2029 12 $2,701.16 117 $316,035.58
>Accela Building-SaaS Year 5 7/1/2028 6/30/2029 12 $0.00 117 $0.00
>Accela Planning-SaaS Year 5 7/1/2028 6/30/2029 12 $0.00 117 $0.00
Enhanced Reporting Database Year 7/1/2028 6/30/2029 12 $41,084.62 1 $41,084.62
(ERD)
TOTAL: $357,120.20
Pricing Summary
Period Net Total
Year 1 $293,803.67
Year 2 $308,493.85
Year 3 $323,918.54
Year 4 $340,114.47
Year 5 $357,120.20
Total $ 1,623,450.73
Additional Terms:
1. No additional or conflicting terms or conditions stated in Customer's order documentation, including purchase orders,
will be incorporated into or form any part of this Order Form or the governing agreement, and all such terms or conditions
will be null.
2. This Order Form, including any OnPrem Licenses, Maintenance and Support, and Subscription Services, Enhanced
Reporting Database and Managed Application Services will be governed by the applicable terms and conditions. If those
terms and conditions are non-existent, have expired, do not apply or have otherwise been terminated, the following terms
at https://www.accela.com/terms/will govern as applicable, based on the Customer's purchase.
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DocuSign Envelope ID:254569F7-A84B-4F77-849A-B99F36761727
3. All Software Licenses, Maintenance, and Subscription purchases are non-cancelable and non-refundable.
4. If Customer has a prior agreement with Accela, and this purchase is co-terming with that prior agreement, if the start
date on this Order Form is before the actual delivery date of the purchase, Accela may pro-rate this purchase so that it
can co-term with the prior agreement.
5. If this Order Form is executed and/or returned to Accela by Customer after the Order Start Date above, Accela may
adjust the Order Start Date and Order End Date without increasing the total price based on the date Accela activates the
products and provided that the total term length does not change.
6. Enhanced Reporting Database pricing is based on a percentage of SaaS Annual Contract Value. As SaaS Annual
Contract Value increases/decreases based on seat count changes or annual uplift ERD pricing will be adjusted
accordingly at contract renewal.
7. Pricing is based upon payment by ACH or check. Payment by credit card (including Purchase Cards) for product and
services in this Order Form will be subject to a service charge of 3%. There is no service charge for ACH or check
payment.
Enhanced Reporting Database Policy
This Accela Enhanced Reporting Database policy is an agreement between you ("You" or"Your") and Accela,Inc.
("Accela"). The Accela Enhanced Reporting Database ("Reporting Database") license subscription gives You direct
access to a database that is a replicated copy of the Accela Automation Tenant Transaction Database ("Transaction
Database"). In addition to the terms and conditions of the applicable Master Agreement, Your use of the Reporting
Database is governed by the terms and conditions as set forth below. Accela reserves the right to revoke Your license
should You fail to comply with these rules.
1. Reporting Database is SQL Server-based and will contain exact copy of data from the Transaction Database.
2. Accela will use commercially reasonable efforts to provide a near real-time sync between the Reporting Database
and the Transaction database instances. Accela estimates the databases will be synced within seconds, however, in
some circumstances this may take several minutes.
3. The Reporting database may only be accessed by authentication credentials provided to You by Accela from an
IP address that is on your allow list. If You attempt to Access the Reporting Database from an IP addresses not on
your allow list, your access will be denied. IP addresses can be added to or removed from your allow list by
contacting Accela support.
4. The Reporting Database is read only and does not support updates,data synchronization or mirroring capabilities.
5. The Reporting Database is only supported in Accela's SaaS solution hosted in Accela's Azure environment.
6. Reporting database will be supported per Accela's standard SaaS Service Level Agreement("SLA").Accela is not
responsible for maintenance, availability or uptime of any external services or databases that reside outside of
Accela's SaaS environment even if they are interfacing with the Reporting Database.
7. You agree to work in good faith with Accela to mitigate any performance issues that might arise from overuse or
abuse of the Reporting Database.
8. Accela reserves the right to interrupt any session that is running against the Reporting Database if, in Accela's
sole discretion, the session is deemed to impact the availability or stability of the system as a result of long remote
queue length or replication latency to the Reporting Database.
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DocuSign Envelope ID:254569F7-A84B-4F77-849A-B99F36761727
Accela, Inc. Customer
Signature: Signature:
DocuSigned by: **See below for customer signature **
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73668EE5EB274CII
Print Name: Print Name:
Michael E Gigliello
Title: Title:
controller
Date: Date:
6/12/2024
Countersigned: CITY OF CLEARWATER, FLORIDA
DocuSigned by: DocuSigned by:
Le-&&&F
�°t,Cfbir B... Y Fe&EE4�F54rk ...
Bruce Rector Jennifer Poirrier
Mayor City Manager
Date Date
DS
Approved as to form: Attest:
[Led b Y DocuSigned by:
&E4E4�3... FE6FFE 3 ..
Owen Kohler Rose66C75marie all
Assistant City Attorney City Clerk
Date Date
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