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Item 9A
City of Southlake, MEMORANDUM To: Shana Yelverton, City Manager From: Jim C. Blagg, Assistant City Manager /Director of Public Safety Subject: Authorize an agreement with Accela, Inc. for the purchase of a license and maintenance agreement for Land Management and Asset Management software applications in the amount of $599,995. Action Requested: Authorize an agreement with Accela, Inc. for the purchase of a license and maintenance agreement for Land Management and Asset Management software applications in the amount of $599,995. Background Information: The City conducted an IT Alignment Study which was completed in April 2006. The study identified four areas in which the city could realize sign improvement in business processes, including: • Missing system functionality resulting in manual or inefficient business processes. • Technology infrastructure that is complicated and lacks critical integration between applications. • Current applications that make reporting and analysis difficult or even impossible in some cases. • Current foundational applications that are based on out of date technology and hard to use. The first major project in the IT Alignment Strategy Roadmap was the implementation of new software to support the Financial, human Resources and Utility Billing functions performed by the City, and we are well underway with those implementations. The second major project in the IT Alignment Strategy Roadmap was the implementation of new software to support the land management and asset management functions performed by the City. With the assistance of our consultants Maximus /Credera our goal was to identify the best software package to support those functions. A software selection project was initiated in January 2007 in conjunction with the City of New Braunfels, TX to identify the best software package to support the City's Land and Asset Management functions The selection process is summarized below • Over 600 business requirements were developed and validated by a cross section of City staff • An RFQ was distributed to identify vendors with the desired experience and vendor viability. 9 vendors responded, 7 vendors were deemed responsive. • An RFP covering the required business functionality was developed and distributed to the seven vendors separate municipal software providers • Six vendors responded • After detailed RFP analysis was completed, 3 of the 6 respondents were invited to demonstrate their software • Each vendor demonstration took 2 days to complete • 1 vendor, Accela, was the clear overall best fit • City staff followed up with reference checks • City worked with the vendor to draft a contract The Accela product was the final selection based on their high marks across all areas, user reviews of software demonstrations, and its integrated product solution. Accela had the highest functionality out of all proposing vendors and highest staff rating within demonstrations • Primary focus is on public sector • Accela has been in business over 26 years and has acquired several software companies including KIVA and Sierra Computer Systems • 2006 revenues exceed $23 million and increased 20% between 2005 and 2006 and 56% between 2004 WINIIWi18181 • Accela has over 500 installs of their Land Management Software and 50 installs of their Asset Management software The Accela product is an integrated solution and therefore significantly addresses a key finding from the IT Alignment Strategy that the City's existing applications lack critical integration points. Implementation of Accela will significantly address three of the four recommendations from the IT Alignment Strategy project. Strategy Benefits Realized Recommendation Implement Land Management Foundational - End -to -end land management functionality Software - from the DRC process through building Land and Asset permitting, construction and inspection and Management certificate of occupancy - Integrated business and occupancy list that is shared among all systems including planning, building inspections, fire inspections and code enforcement - Provide the opportunity for builders and contracts to apply for permits and inspections online and then track the status of a specific application online • Asset Management - Ability to enter work orders for specific issues, track status and produce management reports as to the performance on a group of work orders or a specific work order - Ability to track time, cost, resource allocation, required purchases, progress, equipment usage and level of effort required to completed to a specific work order - Ability to integrate vehicle maintenance module with fuel management system to automatically trigger period inspection and p reventative maintenance Expand Existing • Citizen & Vendor Self Service Systems - Planning, zoning, construction permit Online Self Service application self - service - Contractor registration self- service - Electronic citizen action request Implement New • Operational Reporting Systems - Strong query by example within application Improved Reporting - Crystal report interface with security • Business Intelligence /Scorecarding - Adhoc analytical reporting - Dashboards and scorecards - Link strategy, initiative and measurement - Incorporate other data sources (e.g. Crimes) Financial Considerations Citizen Input/ Board Review: Legal Review: Funds for the purchase and implementation of this software were budgeted in the FY 2008 budget in the amount of $1,090,995. The actual cost of this contract is $1,089,000. The one time costs for this project are as follows: Cost Category Cost Application Software & Installation $ 599.9 K Implementation Services $295K Data Conversion Services $ 195 K Total $1 9 089.9K There will be ongoing maintenance costs in the amount of $53,681. Cost v. Benefits Summary • Annual savings in labor hours • Annual savings in fte • Labor re- allocation • Cost avoidance • Total expense savings • Total implementation costs • Implementation recovery N/A 17,264 8.3 $ 376,383 $ 41,600 $ 417,983 $ 1,089,995 2.61 years The contract has been reviewed by Tom Scollon of TOASE Alternatives: The only alternative is to continue to use the Excel Spreadsheets and Access Data Bases that make up our current land management and asset management system with the continued inability to have sufficient data to make good management decisions and to continue with the inefficacies created by our current systems. Supporting Documents: Contract Staff Recommendation: Authorize an agreement with Accela, Inc. for the purchase of a license and maintenance agreement for Land Management and Asset Management software applications in the amount of $599,995. Staff Contact: Jim C. Blagg, Assistant City Manager /Director of Public Safety. LICENSE 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 Southlake, Texas 1400 Main Street, Suite 460 Southlake, Texas 76092 Attention: Jim Blagg T: 817- 748 -8400 F: NIA e -Mail: jblagg @ci.southlake,tx.us This License Agreement ( "LA") 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 December 31, 2047, this LA is effective as of the date of Customer's signature ( "Effective Date ") and will continue until terminated as provided herein. 2.2. Termination Either party may terminate if the other party materially breaches this LA 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 LA, all rights granted to Customer are cancelled and revert to Accela. 3. Intellectual Property License 3.1. License The software products ( "Software ") listed in Exhibit A 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 and by third -party contractors while said contractors are performing Customer business functions; if license, the foregoing limitations do not apply to luse of Accela Citizen Access, which is designed and licensed for use by members of the public doing business with Customer. 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 5 3.1.3. 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 LA. 3.1.8. Customer is entitled to receive the Software compiled (object) code and is licensed to use any data code produced through implementation andlor 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 LA, 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. 3.2.4. Accela warrants that the software will perform consistent with the specifications contained within the current Functional Fact Sheet Description for each module purchased. 3.3. Compensation 3.3.1. License Fees In exchange for the Software described hereinabove, Customer will pay to Accela the amounts indicated in Exhibit A. License Agreement (LA), Version 08272007 Page 2 of 5 3.3.2. 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. The payment terms of all invoices are net thirty (30) calendar days from the dates of the invoices. Any payment not paid to Accela within said period will incur a late payment fee equal to five percent (5 %) of the amount past due and will accrue interest in an amount equal to one - and -a -half percent (1.5 %) per month, compounded monthly, on the outstanding balance from the billing date. Accela may, at its sole discretion, suspend its obligations hereunder without penalty until payments for all past -due billings have been paid in full by Customer. 4. Confidentiality 4A1 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 LA 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. 4.2. 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 LA ( "Confidentiality Term "), 4.3. 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. License Agreement (LA), Version 08272007 Page 3 of 5 4.4, Publicity During the term of this LA, 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 Customer's endorsement of Accela's products or services without Customer's prior written authorization. 5. Other Terms and Conditions 5.1. Dispute Resolution This LA is governed by the laws of the State of Texas, with venue in Tarrant County, Texas. The prevailing party may be awarded its expenses, reasonable attorneys' fees, and costs, in accordance with the provisions of Section 271.159 of the Texas Local Government Code. The failure of either party to object to a breach of this LA will not prevent that party from thereafter objecting to that breach or any other breach of this LA. 5.2. 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. 5.3. Survival The following provisions will survive the termination or expiration of this LA. Section 3 and all subsections thereof, as to Customer's obligation to pay any fees accrued or due at the time of termination or expiration; Section 4 and all subsections thereof; and Section 5, and all subsections thereof, 5.4. Alternate Terms Disclaimed The parties expressly disclaim any alternate terms and conditions accompanying drafts and/or purchase orders issued by Customer. 5.5. Severability and Amendment If any particular provision of this LA is determined to be invalid or unenforceable, that determination will not affect the other provisions of this LA, which will be construed in all respects as if the invalid or unenforceable provision were omitted. No extension, modification, or amendment of this LA will be effective unless it is described in writing and signed by the Parties. ACCELA (Signature) CUSTOMER By, (Signature) (Print Name) (Print Name) _. • �' 11Z.— Dated: 1 - f , 2-0'07- (Month, Day, Year) Exhibit Follows. Its _ (Title) Dated; (Month, Day, Year) END OF DOCUMENT License Agreement (LA), Version 08272007 Page 4 of 5 EXHIBIT A Deliverahles Quantity F ees< Accela Automation® Land Management Server License (Includes 5 Named User Licenses 1 $49,995.00 Accela Automation Land Management Additional Named User Licenses 4 $39,980.00 Accela Automation Land Management Customer Discount NIA $45,627.50 Accela Asset Management Server License (Includes 5 Named User Licenses' 1 $49,995.00 Accela Asset Management Additional Named User Licenses 4 $39,995.00 Accela Asset Management Customer Discount NIA $44,995.00 Accela Citizen AccessIm Server License 1 $9,995,00 Accela Citizen Access Additional Named User License (Based Upon 25,000 Population 1 $1,500.00 Accela Citizen Access Customer Discount NIA $5,747.50 Accela WirelessIm Server License Includes 5 Named User Licenses' 1 $34,995.00 Accela Wireless Additional Named User Licenses 2 $19,900.00 Accela Wireless Customer Discount NIA $27,447.50 Accela GIST"" Server License Includes 5 Named User Licenses 1 $9,995.00 Accela GIS Additional Named User Licenses 4 $11,980.00 Accela GIS Customer Discount NIA $10,987.50 IMS License $2,000.00 Total of Fees $735,525.00; 1 Included named user licenses are included with associated product server license at no additional charge to Customer. 2 Customer is licensed to use the most current version available during the term of their maintenance. License Fees are fixed -price deliverables for which full payment is due upon signing. END OF DOCUMENT License Agreement (LA), Version 08272007 Page 5 of 5 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 Southlake, Texas 1400 Main Street, Suite 460 Southlake, Texas 76092 Attention: Jim Blagg T:817- 748 -8400 F: NIA e -Mail: jblagg @ci.southlake.tx.us This Services Agreement ( "SA ") 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 SA to Accela no later than December 31, 2007, this SA is effective as of the date of Customer's signature ( "Effective Date ") and will continue until completion of the services deliverables described herein. 2,2. Termination Either party may terminate if the other party materially breaches this SA 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 SA, all rights granted to Customer are cancelled and revert to Accela. In the event Customer is unable to obtain the necessary funding to acquire or maintain this SA, or any part thereof, Customer shall immediately notify Accela and may terminate this SA with ten (10) calendar days written notice to Accela. Upon termination of this SA, all rights granted to Customer are cancelled and revert to Accela. 3. 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. 31. 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, 3.1,1. Accela warrants that the software purchased will perform consistent with the representations made by Accela in the Accela response to RFP 2007 -037 Business and Technical Requirements 3.2. 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 Services Agreement (SA), Version 08272007 Page 1 of 7 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 "). 33. 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 SA 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. 3.4. Compensation 3.4.1. Implementation Fees In exchange for the Professional Services described hereinabove, Customer will pay to Accela the amounts indicated in Exhibit A, Professional Services are fixed -price deliverables for which Customer will be invoiced as provided in Exhibit A. 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, 3.4.2. 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. The payment terms of all invoices are net thirty (30) calendar days from the dates of the invoices. Any payment not paid to Accela within said period will incur a late payment fee equal to five percent (5 %) of the amount past due and will accrue interest in an amount equal to one- and -a -half percent (1.5 %) per month, compounded monthly, on the outstanding balance from the billing date. Accela may, at its sole discretion, suspend its obligations hereunder without penalty until payments for all past -due billings have been paid in full by Customer, 4. Confidentiality 4.1. 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 Services Agreement (SA), Version 08272007 Page 2 of 7 presentation forrnat, 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 SA 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. 4.2. 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 SA ( "Confidentiality Term "). 4.3. 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. 4.4. Publicity During the term of this SA, 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 Customer's endorsement of Accela's products or services without Customer's prior written authorization, 5. Other Terms and Conditions 5.1. 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 SA remain enforceable. 5.2. 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 Professional Services may be adversely affected by remedial or other actions performed pursuant to this SA; Accela bears no liability for and has no obligation to remedy such effects. Except as set forth herein, Accela provides all Professional 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. Services Agreement (SA), Version 08272007 Page 3 of 7 5.3. 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. 5.4. 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. 5.5. Discute Resolution This SA is governed by the laws of the State of Texas, with venue in Tarrant County, Texas. The prevailing party may be awarded its expenses, reasonable attorneys' fees, and costs, in accordance with the provisions of Section 271.159 of the Texas Local Government Code. The failure of either party to object to a breach of this SA will not prevent that party from thereafter objecting to that breach or any other breach of this SA, 5.6. 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. Accela may not subcontract all or portions of the Professional Services described hereinabove without the prior written consent of Customer. 5.7. Survival The following provisions will survive the termination or expiration of this SA; Section 3 and all subsections thereof, as to Customer's obligation to pay any fees accrued or due at the time of termination or expiration; Section 4 and all subsections thereof; and Section 5 and all subsections thereof with the exceptions of the "Indemnification," "Insurance Coverage" and "Force Majeure" Subsections thereof. 5.8. Alternate Terms Disclaimed The parties expressly disclaim any alternate terms and conditions accompanying drafts and/or purchase orders issued by Customer. Services Agreement (SA), Version 08272007 Page 4 of 7 5.9. Severability and Amendment If any particular provision of this SA is determined to be invalid or unenforceable, that determination will not affect the other provisions of this SA, which will be construed in all respects as if the invalid or unenforceable provision were omitted. No extension, modification, or amendment of this SA will be effective unless it is described in writing and signed by the Parties. ACCEL By: P (Signature) CUSTOMER By: (Signature) 600N 4L4., VMYCI S (Print Name) (Print Name) Its `7 its _ (Title) (Title) Dated: 81- & ° Dated: (Month, Day, Year) (Month, Day, Year) Exhibits Follow. END OF DOCUMENT Services Agreement (SA), Version 08272007 Page 5 of 7 EXHIBIT A 1 Professional Services comprise those activities and deliverables described in the attached Statement of Work (SOW) document. 2 Fess due upon acceptance. 3 Consultant Travel Expenses are estimated for budgeting purposes; Accela will charge Customer only for actual airfare, travel time, lodging, rental transportation, meals, and other miscellaneous expenses at current rates. 4 Total of Fees does not include applicable sales and use taxes, if any, and includes an estimated amount for Consultant Travel Expenses. AMflD]a91619111iiih1M Services Agreement (SA), Version 06272007 Page 6 of 7 EXHIBIT B Statement of Work (SOW) document follows this page. END OF DOCUMENT Services Agreement (SA), Version 08272007 Page 7 of 7 ate. CCELP Statement of Work City of Southlake, Texas Accela Automation Implementation Version 1.6 November 21, 2007 Accela is a leading developer of enterprise management solutions for state, county and local governments. We provide agencies with products and services that reduce workload, increase efficiencies, and automate processes, while providing citizens and businesses with easier, more convenient access to government services. Accela has more than two decades of experience developing and installing government applications for permitting, licensing, planning, code enforcement, public works and more. Today, Accela provides software products and services to over 500 government agencies all over the U. S., as well as in Canada and Puerto Rico. Statement of Work TABLEOF CONTENTS.......................................................................................................................................... ............................. -- 2 DOCUMENTCONTROL ............................................................................................................................................. ............................... 4 OVERVIEW.................................................................................................................................................................. ............................... 5 SERVICESDESCRIPTION ......................................................................................................................................... ............................... 5 PURPOSE ................................................................................... ............................... —...........11............,............... ..............I.........1.1.115 AGENCYDEPARTMENTS ......................................................................................................................................... ............................... 5 KNOWLEDGETRANSFER ........................................................................................................................................ ............................... 5 ASSUMPTIONS ......................... - ....................... ............................................... ...................................................................................... 5 ACCELAPRODUCT FEATURES ................................................................................................................................. ............................... 6 SCHEDULE ............................................................................................................................................................. ............................... 6 ACCELA IMPLEMENTATION METHODOLOGY ............................................................................................................. ............................... 6 IMPLEMENTATIONLIFE CYCLE .................................................................................................................................. ..............................6 INITIATION ................................................................................................................................................................................... ......... 7 ANALYSIS .............................................................................................................................................................. ............................... 7 BUILD ........................................ ....... .. ........................... .. .............. ......................... ... .... .. ... ....................................... ................... .... — 7 CONFIGURATION .................... ......................... ............................................................ ,.......................... — ................................. .....7 READINESS ............................................................................................................................................................ ............................... 7 DEPLOY ...............................................................................—.—......................................................................,... ............................... 7 DELIVERABLE1: KICKOFF MEETING ........................................................................................................................ ............................... 8 DELIVERABLE 2: ACCELA AUTOMATION SOFTWARE INSTALLATION... .......................................................................... ............................... 8 DELIVERABLE 3: SYSTEM CONFIGURATION DOCUMENT ............................................................................................. ..............................9 DELIVERABLE 4: BASE SYSTEM CONFIGURATION .......................................................................... ............................... ..............10 DELIVERABLE 5A: DATA CONVERSION MAPPING...................................................................................................... .............................11 DELLERABLE 513: DATA CONVERSION DEVELOPMENT ............................................................................................ .............................12 DELIVERABLE 6A: INTERFACE SPECIFICATION .......................................................................................................... .............................12 DELIVERABLE 68; INTERFACE DEVELOPMENT. ......................... ........................................ - .... ............... ................ ............................. 13 DEL €VERABLE 7A; REPORT SPECIFICATIONS ........................................................................................................... .............................14 DELIVERABLE 713: REPORT DEVELOPMENT .............................................................................................................. .............................14 DELIVERABLE 8A: ADMINISTRATOR TRAINING ........................................................................................................... .............................15 DELIVERABLE 813; DAILY USER TRAINING ................................................................................................................. .............................16 DELIVERABLE 9A; USER ACCEPTANCE TESTING ....................................................................................................... .............................17 DELIVERABLE 96: GO -LIVE SUPPORT I TRANSITION TO CRC .................................................................................... .............................17 ACCEPTANCE— ............ — .............................. .................... ................................................................ .................................... ........... la PAYMENTMAP ....................................................................................................................................................... .............................18 MILESTONE DELIVERABLE PAYMENT MAP ................................................................................................................ .............................19 POTENTIALSAVINGS .............................................................................................................................................. .............................19 TERMS................................................................................................................................................................. .............................19 PROJECT RESOURCES AND LOCATION OF WORK ..................................................................................................... .............................19 WORKLOCATION ................................................................................................................................................... .............................19 AGENCYRESOURCES. ................................................................................ .................................................. - .................................... 20 ACCELARESOURCES...... ................................................................................ ................................................................................... 21 SIGNATURE ......................................................................................................................................................... ............................... 23 ATTACHMENT A DELIVERABLES ACCEPTANCE FORM ............................................................................................. ............................... 24 APPENDIXA — DOCUMENT NAMES ..... . ............. — ........................................................................................................... ..................... 25 APPENDIXB— REPORT NAMES .............. ..... ..— .................................................... ....................... .. .............................................. .,...... 25 O 2007 Accela, Inc. Page 2 Statement of Work APPENDIX C — BUSINESS PROCESS TYPES ............................................................................................................ ............................... 25 APPENDIX D — ACCELA AUTOMATION FACT SHEET ............................................................................,,,........,,........ ............................... 26 APPENDIX E— ACCELA GIS FACT SHEET ............................................................................................................... ............................... 35 APPENDIX F — ACCELA WIRELESS FACT SHEET ...................... ............................... .................. 3$ APPENDIX G — ACCELA EVENT SCRIPT TRIGGER LIST .............................................................................................. .............................42 APPENDIXH — SAMPLE TEST PLAN ......................................................................................................................... .............................43 © 2007 Accela, Inc. Page 3 Statement of Work So. Date Ruthar Versloli, Change Reference 1119107 John Ice 1.0 Original 11114107 Ean Darbo 1.1 Added Asset work 11/17107 Ean Darbo 1.2 Updated 11/19/2007 Ean Darbo 1.3 Edits 11121/2007 Ean Darbo 1.4 Updated Payment Map, added Accela responsibilities and more detail where client requested 0 2007 Accela, Inc. Page 4 Statement of Work OVERVIEW This Statement of Work ( "SOW ") dated December 2, 2007 sets forth a scope and definition of the consulting /professional services work (collectively, the "Services ") to be provided by Accela, Inc. ( "Accela ") for the City of Southlake, Texas ( "Agency ") on the implementation of Accela Automation. Any service work and/or deliverables not listed or defined in this document are inherently considered outside of the scope of this project effort. RI I. The following products from Accela will be implemented to meet the Agency's requirements: • Accela Land Management • Accela Asset Management • Accela Geographical Information Services (GIS) • Accela Wireless • Accela Citizen Access Delivery of this solution will be formalized in the deliverables defined in this document. AGENCY DEPARTMENTS The intent of the project is to implement the following Agency Departments. - Planning & Development Services Division (Planning, Building Inspections, Code Enforcement, GIS, Fire CO Inspection) - Public Works (Engineering /Admin, Operations) - Parks and Recreation City Manager (Animal Control) While Accela cannot guarantee any particular expertise for Agency staff, Accela will make all reasonable efforts to provide knowledge transfer for Agency as their personnel participate in the development, configuration and deployment of the system. Agency acknowledges that their staff should be actively involved throughout the entire duration of Services for this to be successful. _. t U • Agency and Accela will review their responsibilities before work begins to ensure that Services can be satisfactorily completed • Agency users and Accela will be able to commit the time and resources necessary to participate in, and contribute to project activities • Agency users and Accela will use a collaborative approach to implementation, such as, prototyping, unit testing, system testing, acceptance testing, etc... • Agency will provide Accela with reasonable access to its equipment, systems, personnel, and facilities to the extent needed to complete the Services p 2007 Accela, Inc. Page 5 Statement of Work • Agency shall provide Accela with network access for remote installation and testing through industry standards such as Virtual Private Network (VPN) or other secure access • Agency will providelpurchaselacquire the appropriate hardware, software and infrastructure to support all the required Accela applications in both support/testing and production environments at the appropriate time for the project schedule • For use with Accela Citizen Access, Agency will providelpurchaselacquire an online merchant account and all related hardware required by the merchant account provider for the handling of credit cards and/or checks • For use with Accela GIS Routing, Agency will provide a centerline data layer that is formatted in SDC, an ESRI proprietary format • For use with Electronic Document Management Systems (EDMS), any third party EDMS systems must adhere to Accela's web services interface. It is the responsibility of the Agency or 3,d party vendor to write code to map to Accela's web services interface. • Agency is responsible for proper site preparation, hardware, software and network configuration in accordance with Accela specifications • Accela will not be implementing any 3rd party products such as ESRI's GIS products Accela software, including but not limited to Accela Automation, Accela GIS, Accela Wireless, Accela Citizen Access, Accela IVR, Accela developed Web Service API's, GovXML and other products are pre - packaged software. All features and functionality of these products are described in their associated product documentation. SCHEDULE Upon execution of this SOW, the parties will immediately work together to determine a start date for the Services to be rendered, Upon initiation of these Services and prior to the Project Kick -Off, the Accela Project Manager will work with Agency to set a project schedule that works best for the Services being delivered. As project schedules are working documents that will change over time, the Accela Project Manager will work closely with Agency to update, monitor, agree, and communicate any changes needed to the project schedule. � r. ` • ` i i Ih � i, Accela will deliver its Services to Agency using the Accela Implementation Methodology ( "AIM "). AIM will guide a project from inception and launch to deployment and maintenance, increasing the chances of successfully implementing Accela solutions. Project delivery through the AIM Implementation Life Cycle is described below. IMPLEMENTATION LIFE CYCLE AIM is a full life cycle implementation methodology with 6 project stages. These 6 stages insure that Accela customers receive high quality services throughout the project engagement. q 2007 Accela, Inc. Page 6 Statement of Work am ffl�w= R a0a6s Im Air }Etl`e . ° #r ;r< g T Trr%t s ic! j a Ova Et�t��` p o"t P' It q r �eopef SGAIdon I �y��.�we M Gu LIve PrV4u'Vj)n suppixt The stages of the project flow in linear direction crossing over each other as appropriate for the project to be successful. Each stage has pre - defined objectives, with standard tasks as listed in the project plan, and associated Deliverables. Depending on the exact scope of the project, a subset of all available Deliverables will be delivered through the services associated with the project. Delivering the appropriate Deliverables will assure that the solution delivered is exactly what all parties have agreed to. TuffrTh MID Initiation is the 1st stage in the AIM life cycle. During the Initiation stage the project will be kicked off, contracts, scope and goals reviewed, initial project calls conducted, reference configuration setup, when appropriate a project charter will be created, project teams will be assigned, and project communication plans will be agreed to. UH1AX11 Analysis is the 2nd stage in the AIM life cycle. During the Analysis stage the Agency processes will be analyzed to take advantage of Accela Automation. A solution that reflects the analysis will be agreed upon and captured in the appropriate System Configuration Documents. BUILD Build is the 31d stage in the AIM life cycle, and starts at the same time as the 4 stage Configuration, but ends before the 4th stage Configuration is complete. During the Build stage any agreed to solutions defined during the Analysis stage will be developed. This includes conversions, event scripts, interfaces and reports. t � Configuration is the 4 stage in the AIM life cycle, and starts at the same time as the 3rd stage Build, but ends after the 3rd stage Build is complete. During the Configuration stage the system will be configured to match the solution agreed to in the Analysis stage. BEADINESS Readiness is the 5 stage in the AIM life cycle. During the Readiness stage the system is fully tested, corrections are made as deemed necessary, the system is prepared for deployment, and users are trained. . * A Deploy is the 6th and final stage in the AIM life cycle. During the Deploy stage the system is moved to production, final system testing is completed, the system is placed into production, and post production analysis and review is completed. The live Accela solution is then transitioned to the Customer Resource Center for on -going support. A formal transition will occur between the Services team and the Customer Resource Center. As part of the transition the agency will be presented information on how to communicate to the Customer Resource Center (Telephone, Email, On -Line Tracking System — http:l/ www, accela .com /supporUcrconline.asp), use of the Knowledge base, and Tier Tracking System based upon issue or question presented. Lastly, all documented issues or enhancements © 2007 Accela, Inc. Page 7 Statement of Work logged into the http:l/ www. accela.comisupporUcrconline.asp will be transitioned from the services team to the Customer Resource Center. A typical transition will include the Regional Account Manager, Regional Services Director, Accela Project Manager, and Manager of the Customer Resource Center. Definition This Deliverable is defined as the completion of the Project Charter and the presentation of the Charter during the first on -site meeting to be held between the parties after the signing of the SOW. The Kickoff Meeting is a 1 day event that includes formal introductions between key resources of the parties, Accela Responsibilities • Provide timely and appropriate responses to Agency's request for information • Provide Accela Automation product demonstration • Present to the Agency the Accela Implementation Methodology ( "AIM ") that will be used by Accela to deliver Services • Lead a discussion of estimated timeline for the Services • Deliver a Project Charter with corresponding resource plan including; a project organizational chart, a description of team members roles and responsibilities, a preliminary project plan, a schedule of Agency /Accela project management meetings, the resumes of resources, or likely resources, to be assigned to the project, phone and email contact information for all Accela staff assigned to the project Agency Responsibilities • Provide timely and appropriate responses to Accela's request to schedule kickoff • Make available the appropriate Agency key personnel to participate. • Provide adequate meeting facilities Acceptance Criteria This Deliverable will be deemed accepted upon acceptance of the Project Charter as defined and agreed upon during the Kickoff Meeting. Definition This Deliverable is defined as the installation of the Accela Automation, Accela GIS, Accela Wireless, and Accela Citizen Access software on Agency computer systems, such that Agency can log into the system and verify that the software was installed in both the production and support/test environments. Agency may choose to implement the Accela Automation Solution using either Oracle or Microsoft SQL Server compatible versions with Accela Automation per the Product Fact Sheet attached as Appendix D. Accela Responsibilities • Provide timely and appropriate responses to Agency's request for information • Oversee and schedule the installation with Agency • Provide Accela Automation product documentation to the Agency • Ensure that Agency can login to both production and test environments of software • Ensure Agency acceptance of deliverable @ 2007 Accela, Inc. Page 8 Statement of Work Agency Responsibilities Provide timely and appropriate responses to Accela's request for information • Make available the appropriate Agency key IT users to participate in any hardware, software, environment, and infrastructure meetings • Procure, install, and configure in a timely fashion the needed hardware, system software, database, network, and other required Agency infrastructure for the Accela Automation software to be installed on, • Make available the appropriate resources to participate in the installation training per the Accela provided documentation. Acceptance Criteria This Deliverable will be accepted when Agency can log into the Accela Automation, Accela GIS, Accela Wireless, and Accela Citizen Access software that has been installed on Agency computer systems so as to allow Agency to verify that the Accela Automation software was installed in both the production and supporVtest environments. Definition This Deliverable defines the agreed to configuration of Accela Automation for Agency. In creating the content for this document Accela will work closely with designated Agency personnel. The configuration analysis sessions will capture the required business processes to be automated within the system, conduct selected prototyping of solution, create process flowcharts of the solution as appropriate, hold meetings as needed (email, WebEx, Phone and in person) and otherwise complete the content of the document to appropriately document the solution to be configured. Accela will use the AIM System Configuration Document template, and the appropriate content within that document to capture Agency's business to be configured. A copy of this document will be provided to Agency. The Business Processes associated with each Accela Automation Module will be determined during the Analysis stage of the project and documented in each System Configuration Document. Accela resources will conduct configuration analysis for the purpose of: • Identifying all CAP (Case /Application /PermiVWork Order /Service Request) types to support the business processes for the departments involved with this project • Collect high -level processes associated with each CAP type • Determine up to 30 CAP types (Case /Application /Permit) for Land Management to be configured by Accela Services • Determine up to 20 CAP types (Work Orders and Service Requests) for Assets Management to be configured by Accela services. • These CAP types will be deemed the'in - scope' CAP types for the purposes of this Statement of Work In addition, the configuration of Accela Automation Portlet Technology includes the following: • Accela will install the standard reference configuration Consoles, which are: 1. Daily Console, including its associated portlets, view filters, and text settings 2. Administrator Console, including its associated portlets, view filters, and text settings 3. Executive Console, including its associated portlets, view filters, and text settings • Accela will install and configure 5 Agency wide Smartcharts and its associated Smart Queries • Any additional Accela Automation Portlet Technology configuration will be conducted by Agency Accela Responsibilities © 2007 Accela, Inc. Page 9 Statement of Work • Provide timely and appropriate responses to Agency's request for information • Lead the development of the System Configuration Document • Provide recommendations based on industry best practices • Work with Agency to define affected business processes • Assign and schedule appropriate Accela resources • Ensure Agency acceptance of deliverable • Assist the Agency in the creation of detailed Use Case Test Scripts as illustrated in Appendix H which will be used to ensure that the system performs as anticipated and configured. Agency Responsibilities • Provide timely and appropriate responses to Accela's request for information • Make available the appropriate Agency 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 • Where available, Agency will provide the relevant, documented business processes. Where not available, Agency will work with Accela to document the business processes. These business processes will be used by Agency as the basis for the acceptance of Deliverable 9: User Acceptance Testing. • Create detailed Use Case Test Scripts outlining key business processes which will be tested to ensure that the system performs as anticipated. Acceptance Criteria This Deliverable will be accepted when the Agency agrees that the System Configuration Document appropriately documents the mutually agreed to solution for the Agency. The Deliverable will be delivered in MS Word format, may contain Visio diagrams and other objects and will use the AIM System Configuration Document template. The document will contain a formal signoff page to signify acceptance. DELIVERABLE 4: BASE SYSTEM CONFIGURATION Definition This Deliverable is includes Accela configuring the Accela Automation software as defined in Deliverable 3: System Configuration Document. Configuration of CAP types includes all associated workflows, fees, inspections and other key system features in support of the City of Southlake requirements. Specific CAP types will be detailed in Deliverable 3: System Configuration Document. Accela Responsibilities • Provide timely and appropriate responses to Agency's request for information • Assign and schedule appropriate Accela resources • Lead the System Configuration effort involving key Agency staff for knowledge transfer when and where it is appropriate and/or convenient • Deliver configurations to meet the requirements of the Agency's business processes where defined • Ensure Agency acceptance of deliverable • Coordinate and assist the Agency in the completion of Unit Testing based upon the Use Cases developed in Deliverable 3 to ensure that the system has been successful configured Agency Responsibilities p 2007 Accela, Inc. Page 10 Statement of Work • Provide timely and appropriate responses to Accela's request for information • Make available the appropriate Agency key users and content experts to participate in configuring the system in an effort to learn about the system and work with Accela through the verification process that the system has been configured as required in the System Configuration Document • Provide staff to perform Unit Testing on the system utilizing the Use Cases developed in Deliverable 3 Acceptance Criteria This Deliverable will be completed when Agency agrees that Accela Automation has been configured as agreed to in the System Configuration Document. Unit testing of the configuration will be completed by the Agency, with guidance from Accela, in order to determine that the system has, in fact, been configured to the requirements of the System Configuration Document. Final Configuration Acceptance occurs in User Acceptance Testing (UAT). 9 ': rl7f<tF[l'[I1•Itt�1�711i11k�" Definition This Deliverable includes the delivery of the following data conversion mappings based on the following definitions: 1. New World - Database of building permits, contractor registration, and all building services records. 2. Address, Parcel, Owner (APO) - Standard Accela APO Conversion, 3. Licensed Professional — Standard Accela Licensed Professional Conversion. 4, MUNIS Fixed Assets - Load the fixed asset records in MUNIS into Accela Automation. This conversion will be done once and then the data will be maintained by an ongoing interface. Since each fixed asset record in MUNIS may not correlate to an equal record in Accela Automation, each asset type in MUNIS will be analyzed separately. It is assumed that at no time MUNIS will store asset data at a finer level of detail than Accela Automation. Accela may have several asset records that comprise a single fixed asset in MUNIS, but MUNIS will not have many fixed asset records equaling a single record in Accela Automation. Based on this constraint, Accela will store a secondary ID with each asset record that will act as the link back to the equivalent record in MUNIS. 5. GIS - Configure the appropriate asset types to read the inventory record data from the Cities existing GIS. This conversion and ongoing synchronization is done using out of the box Accela tools and does not require any custom code development. It is assumed that the City GIS contains unique identifier for each asset that can be used as the identifier for the Asset in Accela. The data map will be used as an input to the data conversion program for development of the conversion into Accela Automation. Accela Responsibilities • Provide timely and appropriate responses to Agency's request for information • Assign and schedule appropriate Accela resources • Lead the development of the data mapping documents which includes scheduling appropriate meetings to define and document conversion requirements • Ensure Agency acceptance of deliverable Agency Responsibilities • Provide timely and appropriate responses to Accela's request for information • Provide information and data in the formats specified by Accela that will be needed for agreement on the Deliverable. Also make available the key users for data mapping from the current systems to Accela Automation. 0 2007 Accela, Inc. Page 11 Statement of Work • Provide data to Accela in the following Accela Standard Formats: SQL Server 2000 or Higher, Oracle 9i or Higher, Access 97 or Higher, and Pipe Delimited format. • Allocate the time for qualified business and technical experts for the data - mapping sessions that are critical to the project success • Data Scrubbing if required • Provide Functional Test Plan of data within source system. Acceptance Criteria This Deliverable will be accepted when Agency agrees that a data map for the conversion appropriately maps data to Accela Automation. The Deliverable will be delivered in the Accela specified format with a formal signoff page to signify acceptance. Definition This Deliverable includes the development of the data conversions for the corresponding data maps agreed to in Deliverable 5A: Data Conversion Mapping Accela Data Mapping tools will be used to map from the legacy system to Accela Automation. The Data Mapping Tool provided will create a data mapping document that will be used to verify complete mappings. Accela Best Practices show that data mapping may become an iterative process if Configuration Scope changes anytime during the mapping process or the Accela produced data map document identify gaps in the data mapped, If, after reviewing the data mapping, an issue arises, Accela will work with agency to adjust data mappings, If the issue identified is from changes in scope, a Change Order will be required to complete further data mapping activities. Accela Responsibilities • Provide timely and appropriate responses to Agency's request for information • Assign and schedule appropriate Accela resources • Lead the development of the conversions • Oversee Agency functional test of conversions • Ensure Agency acceptance of deliverable Agency Responsibilities • Provide timely and appropriate responses to Accela's request for information • Allocate the time for qualified business and technical experts for the testing sessions that are critical to the project success • Execute the Functional Test Plan based upon the Use Cases developed in Deliverable 3 and allocate the time for qualified personnel to test the conversion for acceptance Acceptance Criteria This Deliverable will be accepted when Agency agrees that the data conversion, converts data as agreed to in its associated data map, Deliverable 5A; Data Conversion Mapping. Final Development Acceptance occurs in User Acceptance Testing (UAT). :. [tin r e MIR © 2007 Accela, Inc. Page 12 Statement of Work Definition This Deliverable includes the delivery of the following interface specifications: 1. ArcGIS Server 9.2 2. LaserFiche — Document Management (CSO Ownership) 3. Firehouse -- Fire Inspections 4. Tyler MUNIS — GL Journal Import 5. Tyler MUNIS — Fixed Assets 6. Tyler MUNIS — Service Order Real Time Web Services will be used for the implementation. If, during analysis Real Time Web Services cannot be used due to Agency Limitations, Accela will provide batch processing as an alternative. Accela Responsibilities • Provide timely and appropriate responses to Agency's request for information • Assign and schedule appropriate Accela resources • Lead the development of the interface specification documents which includes scheduling appropriate meetings to define and document interface requirements • Ensure Agency acceptance of deliverable Agency Responsibilities • Provide timely and appropriate responses to Accela's request for information • Allocate the time for qualified business and technical experts for the interface requirements sessions that are critical to the project success. • Provide a resource to assist in functional mapping related to the Interface. Acceptance Criteria This Deliverable will be accepted when both parties agree that the Interface Specification accurately represents what work is to be completed and by which party, Accela and/or Agency. The Deliverable will be delivered in MS Word I Excel or other appropriate format for the interface specification with a formal signoff page to signify acceptance. DELIVERABLE 613: INTERFACE DEVELOPMENT Definition This Deliverable includes the development of the interfaces as specified in the Deliverable 6A: Interface Specification. Accela Responsibilities • Provide timely and appropriate responses to Agency's request for information + Assign and schedule appropriate Accela resources • Lead the development of the interfaces • Oversee Agency functional test of interfaces using the Use Cases Developed in Deliverable 3 + Ensure Agency acceptance of deliverable Agency-Responsibilities • Provide timely and appropriate responses to Accela's request for information • Allocate the time for qualified business and technical experts for the interface requirements sessions that are critical to the project success. • Allocate the time for qualified personnel to test the interface for acceptance using the Use Cases Developed in Deliverable 3 © 2007 Accela, Inc. Page 13 Statement of Work Acceptance Criteria This Deliverable will be accepted by Agency after agreement that Accela has delivered the interface as agreed to in the Deliverable 6A: Interface Specification. The Deliverable will be delivered in the appropriate format for the actual interface. Final Interface Development Acceptance occurs in User Acceptance Testing (UAT). Definition This Deliverable includes development of report specifications for up to twenty (20) custom reports to be developed by Accela. Reports are defined as anything that can be printed from the system including but not limited to reports, forms, documents, letters, and/or anything else that Agency wishes to print as identified during configuration analysis. All reports must be identified and included by list in the System Configuration Document before signoff on the System Configuration Documents. The Report Specifications themselves will be written narratives, with visual representations as needed, so as to define each report. Agency should expect that they will likely want to create additional reports themselves. If Agency wishes Accela to modify one of Accela's Standard Reports delivered with the software, each Standard Report modified will be included as a custom report to be developed. Accela recommends Agency choose Oracle Reports, Crystal Reports, or SQL Reporting Services reporting platforms. Versions of each Reporting Platform must be compatible with current version of Accela Automation per the Product Fact Sheet attached as Appendix D. Accela Responsibilities • Provide timely and appropriate responses to Agency's request for information • Assign and schedule appropriate Accela resources • Lead the development of the report specification documents which includes scheduling appropriate meetings to define and document reports • Ensure Agency acceptance of deliverable Agency Responsibilities • Provide timely and appropriate responses to Accela's request for information • 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 by Accela that will be needed for agreement on the Deliverable. Acceptance Criteria This Deliverable will be accepted when Agency agrees that the report specifications for all reports listed in the System Configuration Document has been completed. The Deliverable will be delivered in MS Word format, with visual representations as needed, so as to define each report, Actual development of each report cannot begin until agreement on each specification is complete. Definition This Deliverable includes development of a report for each agreed to report specification identified and agreed to in Deliverable 7A: Report Specifications. © 2007 Accela, Inc. Page 14 Statement of Work Accela recommends Agency choose Oracle Reports, Crystal Reports, or SQL Reporting Services reporting developmental platforms. Versions of each Reporting Developmental Platform must be compatible with current version of Accela Automation per the Product Fact Sheet attached as Appendix D. Accela Responsibilities * Provide timely and appropriate responses to Agency's request for information • Assign and schedule appropriate Accela resources • Lead the development of the reports involving key Agency staff for knowledge transfer when and where it is appropriate and/or convenient • Oversee Agency testing of reports • Ensure Agency acceptance of deliverable Agency Responsibilities • Provide timely and appropriate responses to Accela's request for information • Make available the appropriate key users and content experts to participate in the report validation activities. Acceptance Criteria This Deliverable will be completed when Agency agrees that all reports, one for each report specification delivered as a part of Deliverable 7A: Report Specifications have been delivered. The Deliverable will be delivered in the appropriate format called for in each report specification for each report developed. Final Report Development Acceptance occurs in User Acceptance Testing (UAT). Definition This Deliverable includes the Delivery by Accela to Agency of the Administrator Training course (3 days onsite andlor WebEx course). Accela best practices have proven that class sizes no larger than 12 participants are more successful with students who meet the pre - requisites of the course. The Accela Trainer has the right to modify the class size to ensure successful instruction with Agency Agreement. This Training Course is the standard, out of the box, Administrator Training course offered by Accela to all its customers. The training material used by Accela will be standard training material, not customized for Agency, The training course is delivered on Accela's standard data reference set. Documents delivered by Accela to the Agency will be valid for the release that the Agency is trained. Documents delivered by Accela may not be shared with any other agency or Company per the Non - Disclosure Agreement. Total Administrator Training Days: 3 Accela Responsibilities • Provide timely and appropriate responses to Agency's request for information • Assign and schedule appropriate Accela resources • Deliver current training documentation in a format that can be used to customize the documentation Agency Responsibilities • When appropriate, properly select and prepare the power -users and/or administrators who will be participating in the training and subsequently training other administrators • Arrange the time and qualified people for the training who are critical to the project success • Provide suitable Agency facilities to accommodate various training classes • Users must be proficient in using PC's in a Windows environment • Users must be familiarwith use of standard Internet browsers © 2007 Accela, Inc. Page 15 Statement of Work Acceptance Criteria This Deliverable will be accepted when Accela has delivered the Administrator Training course to Agency. Definition This Deliverable includes the Delivery by Accela to Agency of the Daily User Training course (2 days onsite and/or WebEx course for each functional group). Accela best practices have proven that class sizes no larger than 14 participants are more successful with students who meet the pre - requisites of the course. The Accela Trainer has the right to modify the class size to insure successful instruction with Agency Agreement, This Daily User Training should be coupled with Agency delivering specific user training to its staff using the core Use Cases documented in each System Configuration Document. Accela recommends that Agency adopt the 80120 rule for training, focusing the majority of their training on 80% of what Agency normally does in a given day, while identified business experts from each area are experts in all aspects of their configuration and these business experts take the lead in creating and delivering specific Use Case training to Agency staff on their business processes. Documents delivered by Accela to the Agency will be valid for the release that the agency is trained. Documents delivered by Accela may not be shared with any other agency or Company per the Non - Disclosure Agreement. The Agency has specified that they prefer Instructor Lead Training onsite. Based on this preference the Agency may notice a difference in pricing breakdown provided in the RFP Response. This will be broken out by functional area as such: , Public Works e 2 2 Parks and Recreation 2 2 Planning 2 2 City Manager 1 1 1 Total User Training Days 13 Accela Resoonsibilities • Provide timely and appropriate responses to Agency's request for information • Assign and schedule appropriate Accela resources • Deliver current training documentation in a format that can be used to customize the documentation Agency Responsibilities • When appropriate, 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 • Provide suitable Agency facilities to accommodate various training classes • Users must be proficient in using PC's in a Windows environment • Users must be familiar with use of standard Internet browsers Acceptance C riteria This Deliverable will be accepted when Accela has delivered the Daily User Training course to the Agency. O 2007 Accela, Inc. Page 16 Statement of Work Definition This Deliverable is the Agency's acceptance that the configured solution meets the agreed to solution as defined in all the Deliverables. Accela and the City will mutually develop and agree to a test plan that covers data conversion, interfaces, reports and ultimately the end user acceptance. The agency is responsible for executing the test plan under the guidance of Accela. Appendix H of this document has a sample Test Plan, Accela Responsibilities • Provide timely and appropriate responses to Agency's request for information • Assign and schedule appropriate Accela resources • Provide UAT support and oversight • Facilitate UAT completion Agency Responsibilities • Provide timely and appropriate responses to Accela's request for information • Make available the appropriate Agency key users and content experts to participate in user acceptance testing as defined and managed by Agency • Agency intends to utilize the Use Cases documented in each System Configuration Document Deliverable as the basis for the acceptance of this Deliverable. • During User Acceptance testing Agency should expect to spend thirty -two (32) hours per person utilizing Accela Automation to complete testing. An example would be 100 users at an agency would spend thirty -two hundred hours (3200) testing and accepting the system. If during this time agency does not dedicate adequate resources to user acceptance testing Accela will not continue to complete the Implementation of the proposed Solution. As a result, assigned resources may be assigned to other projects. Acceptance Criteria This Deliverable will be accepted when Agency agrees that the configured solution meets the agreed to solution as defined in all the Deliverables . " .t- 0 � Definition This Deliverable represents the post Production Go Live support. This includes the Agency option for two (2) Full time Experts (FTE's) for two (2) weeks of Production Go Live support or one (1) Full Time Expert (FTE) for four (4) weeks of Production Go Live support. For the purposes of Go Live support, one week is defined as four (4) days onsite beginning Monday and ending Thursday during normal business hours. Once the Agency agrees that the system is performing as expected, the project will be officially transferred to the Customer Resource Center ( "CRC "), Accela Resoonsibilities • Provide timely and appropriate responses to Agency's request for information • Assign and schedule appropriate Accela resources • Provide support to end user functional questions • Assist with issues that may arise during the go -live • Performance monitoring of the system Agency Responsibilities Provide timely and appropriate responses to Accela's request for information O 2007 Accela, Inc. Page 17 Statement of Work • Make available the appropriate Agency key users and content experts to participate in user acceptance testing as defined and managed by Agency • Agency intends to utilize the Use Cases documented in each System Configuration Document Deliverable as the basis for the acceptance of this Deliverable. Acceptance Criteria This Deliverable will be accepted when the project is officially transferred from the project team to the CRC, TRUINVOURM The Services contracted for in this SOW will be considered Accepted when all Deliverables defined in the Work Description Section have been accepted by Agency as defined for each Deliverable. Agency agrees to sign a specific Attachment A: Deliverables Acceptance Form for each Deliverable Accepted. If these Services are delivered over 12 -month duration, the estimated payment quarter may be used as reference as to when the Deliverable may be completed. There will be eleven (11) payment milestones beginning with a Payment Milestone at Contract Signing and ten (10) additional payments. Original Cost — This cost represents what the actual cost for implementation on this project would be as a stand- alone project. This cost does not include any savings from a mutual project with Southlake and New Braunfels, Texas. Updated Cost — This cost represents the cost for this project assuming that savings can be attained with a mutual project with Southlake and New Braunfels, Texas. The primary savings can be found in Interface design and development, traininq and qo -live support. Both Cities have expressed a willingness to work together in these areas. Deliverable 1 1 Deliverable 2 1 Deliverable 3 2 Al Contract © 2007 Amela, Inc. Page 18 a a A' Contract Signing 1 At Contract Signing $45,000.00 Deliverable 1 1 Project Initiation $5,090.00 Deliverable 2 1 System Setup $14,800.00 Deliverable 3 2 Configuration Analysis $51,800.90 Deliverable 4 2 Configuration $74,000.00 Deliverable 5 3 Data Conversion $41,440.00 Deliverable 6 3 Interfaces $88,800.00 Deliverable 7 3 Reports (20) $29,600.00 Deliverable 8 4 Training $23,680.00 Deliverable 9 4 User Acceptance Testing $22,200.00 Deliverable 10 4 Go Live Support $40,280.00 Total $436,690.00 Travel Expenses $33,709.00 Total Travel & Services $470,309.00 Updated Cost — This cost represents the cost for this project assuming that savings can be attained with a mutual project with Southlake and New Braunfels, Texas. The primary savings can be found in Interface design and development, traininq and qo -live support. Both Cities have expressed a willingness to work together in these areas. Deliverable 1 1 Deliverable 2 1 Deliverable 3 2 Al Contract © 2007 Amela, Inc. Page 18 Statement of Work w, . ....... �_. ,....� Deliverable 4 2 Configuration $74,000.00 Deliverable 5 3 Data Conversion $41,440.00 Deliverable 6 3 Interfaces $46,600.00 Deliverable 7 3 Reports (20) $29,600.00 Deliverable 8 4 Training $15,240.00 Deliverable 9 4 User Acceptance Testing $22,200.00 Deliverable 10 4 Go Live Support $31,400.00 Total $377,080.00 Travel Ex enses $33,709.00 Total Travel & Services $410,789.00 Total Deliverable 6 3 1 Interfaces $42,200.00 Deliverable 8 4 Training $8,440.00 Deliverable 10 4 Go Live Support $8,880.00 Total $59,520.00 MILESTONE DELIVERABLE PAYMENT MAP Payment terms and conditions for Services rendered by Accela have been agreed to in the Agreement, and will be paid in accordance with this Agreement. The following Milestone Deliverable Payment Map outlines how the Deliverables described in the Work Description section of this SOW, Any additional savings realized by jointly implementing Southlake, Texas and New Braunfels, Texas will be noted on status reports and invoices. The savings, if achieved, will be made available for additional Accela Services such as report development, system configuration and interface development. `BERMS The pricing and terms of this proposal are valid until December 31, 2007. If this Statement of Work is accepted after the December 31, 2007 date all pricing and terms may not be valid. Iffil 00104 01 Services contracted for under this SOW may be performed remotely and/or at the Agency's on -site facilities as deemed appropriate and reasonable for the successful completion of the Services detailed herein. Agency will provide a desk or otherwise appropriate seating arrangement for onsite staff with connectivity to network. © 2007 Accela, Inc. Page 19 Statement of Work AGENCY RESOURCES Agency must fill the appropriate roles with the appropriate personnel to work together with the Accela Engagement Team for these Services and that Agency will make available additional resources as needed for the Services to be successful. Agency roles can be filled by the same person. In addition, Agency will provide all necessary technical resources to make appropriate modifications within any Agency systems wishing to integrate with any Accela systems. These resources must be proficient in Agency coding /development environment and tools, to make the required changes to their software to enable integration and must be available during the timeframe of these Services. Agency roles include Sponsor, Project Manager, Technology Manager, and Business Lead(s) for each Division/dept being implemented, Super User trainers, and others as appropriate. 0 2007 Accela, Inc. Page 20 Statement of Work Accela will assign key Professional Services resources for this engagement with Agency. These individuals are well versed in the Accela Automation application, and are well qualified to lead this effort. Accela's Project Manager shall assume full responsibility for the coordination of this team and its interaction with key resources assigned to the effort. O 2007 Accela, Inc. Page 21 ZZ aBBd 'Oul `eIamN LOOZ O �.._ Jjom p Juawa}alg Statement of Work SIGNATURE Agency acknowledges that it has read this SOW, understands it and agrees to be bound by its terms and conditions, The parties agree that this Agreement cannot be altered, amended or modified, except in writing that is signed by an authorized representative of both parties. Accepted By: City of Southlake, Texas Accepted By: Accela, Inc. B B Print Name: Print Name: Title: Title: Date: Date: SOW Version: © 2007 Accela, Inc. Page 23 Statement of Work ATTACHMENT 4. Please acknowledge acceptance in one of two ways; 1. Sign and fax the document to Accela Accounting Department, Attention Billing; 925 - 659 -3281, or 2. Email the document as an attachment to billingA@ccela.com stating "accepted" in the subject line or body of the email message. Accela Acceptance #: Date; Project Name /Code; Contract/Agreement Name /Number /Date; Accela Manager, Agency agrees that Accela has successfully completed the following Deliverables / Milestones: Deliverable 1 Milestone Item Name /# Source! Reference Details Amounts Billable S Agency agrees that Accela has successfully completed the Del iverabieslMilestones described above and therefore agrees to pay all invoices in connection with the acceptance of the(se) DeliverabieslMilestones in accordance with the terms of the related Contract/Agreement. APPROVALS; Agency Name: Signature Title Date 0 2007 Accela, Inc. Page 24 Statement of Work VR Test Results Review Form (inspector version) Route Summary APPENDIX C - BUSINESS PROCESS TYPES © 2007 Accela, Inc. Page 25 Statement of Work DESCRIPTION Accela Automation is built on the Accela Vantage360TA architecture and features a powerful set of common services that provide a unique end -user experience that can be personalized for every employee. Accela Vantage360 leverages CRM principles developed in the private sector to provide Citizen Relationship Management in the public sector and integrate enterprise information resources to let end -users access this information from any perspective. FEATURES Accela Vantage360 6.2 common features include: • Accela Document Service —A thin- client, single - source portal that provides file upload and download. Optionally, Accela Document Service utilizes Informative Graphics' Brava Enterprise 5 for viewing files, redlining, and file version management. Brava Enterprise 5 supports almost 200 file formats. (Please visit www.bravaviewer,comlbrava enterprise,htm for more information regarding supported file formats and other information.) • Accela GIST" Portlet — End -users can use an integrated GIS portiet to map a record such as a service request or permit application by address. • Credit Card Processing — Directly in the Vantage360 interface credit cards can be processed for application against fees, CSV Export — End -users can export the contents of any List Portlet directly to an ExcelTm spreadsheet for additional reporting and analysis activities. • Customized, Role -Based Consoles — Agencies can create consoles targeted to specific agency roles, allowing end - users to see only the information they need to efficiently do their jobs. Administrators can configure filters and portlets to create customized role -based consoles, Administrators can also configure console labels and text to match agency - specific terminology. End -users can further personalize their consoles, choosing which portlets they want to see and arranging columns in List Portlets, End -users can also define their own QuickQueries to focus in on specific data they want to see in their consoles. Customizing List Portlets — End -users can define how many records per page list portlets should return, in addition, end -users can quickly switch between 'short' and 'long' record lists on list portlets. Filters and QuiickQueriesT"' — Filters and QuickQueries let end -users see data they need to see, in the way they want to see it, This allows end -users to do their jobs more effectively. Administrators configure role -based Filters, thus allowing end -users to see only authorized data, QuickQueries are dynamic queries that either administrators or end - users can configure and save. For example, a call center agent may set up a QuickQuery to select and display only open and high - priority service requests of a certain type. Graphical Form Portlet Layout Designer — Accela Vantage360 allows agency Administrators to configure Form Portlet layout to best meet the agency's needs. Cells can span multiple columns and rows and administrators can set tab order. 0 2007 Accela, Inc. Page 26 Statement of Work Importing /Exporting Objects between Vantage360 Environments — Implementers or administrators can import and export the following objects between Vantage360 environments: • Alerts & Messages • Consoles (with pages and portlet pointers) • Data Filters • IntelliScripts • Portlets • QuickQueries • Rules • SmartCharts • SmartChart Queries • View Filters Integration Support — Vantage360 provides multiple solutions for integration with external applications. Remote external applications can securely invoke Vantage360 -based product business objects. IntelliScriptTm — Accela IntelliScript increases end -user effectiveness and accuracy. This technology enables service professionals to easily ask the right questions to citizens at the right time, thereby ensuring the quality of each contact. Accela IntelliScript provides a logical, step -by -step method for collecting information and performing key business tasks. Administrators can build and refine Accela IntelliScript without any programming. Accela IntelliScript lets Administrators deploy scripts over the Internet so that citizens can easily follow step -by -step processes to complete key tasks. • JSR -168 and RSS compliance — Accela Vantage360 Consoles are a zero - deploy, role -based UI paradigm that lets end -users (including citizens via public access) interact with their information in the way they need to perform key business tasks. We deploy consoles via JSR -168 (Java Specification Request) compliant portal managers, leveraging the benefits of JSR -168 and RSS (Really Simple Syndication) to easily incorporate information from external sources directly into end -user Consoles, • LDAP /Active Directory — Accela Vantage360 includes LDAP (Lightweight Directory Access Protocol) support to allow single -point security administration for Accela Automation End - users, • List tab record count indicators — End -users can see whether a sub tab contains records without clicking on the sub tab to manually check. • Portlet Building Blocks — Vantage360 allows Accela to build products with a reusable set of visual, browser -based components, or "portlets ". Common portlets include Alert, Bulletin Board, FAQ, Form, List, SmartCharts, and Quick Links. Because we leverage an ever - expanding library of reusable portlets, we gain tremendous efficiency in product development and testing. This allows us to respond more quickly to customer enhancement requests, and allows us to customize role -based end -user consoles. • Reference Configuration for Rapid Implementation — Vantage360 ships with a reference configuration of role - based consoles that allow agencies to rapidly go live with only minor configuration changes. • Public Access Portlets — We leverage a set of reusable, streamlined public access portlets for citizen use. Agencies seamlessly incorporate public access portlets into their Web sites for both anonymous and registered citizens. 0 2007 Accela, Inc. Page 27 Statement of Work • Reporting – Accela Report Writer allows end -users to query, analyze, and extract information from their Vantage360- based product database. Agencies can take advantage of robust formatting capabilities to produce professional - looking printed reports, complete with color graphics and charts. All Vantage360 reporting tools are browser- based— there is no need to download bulky desktop applications. End -users can generate and share reports with other agency staff. • Single, Consolidated Database – Vantage360 contains a single database on top of which we build all our Vantage360 -based products. This provides tremendous benefit from the perspective that, no matter which product(s) end -users work with, all end -users always see current, synchronized data across the enterprise. • SmartCharts" – SmartCharts provide at -a- glance summarized business information so end -users can view actionable data and take steps to improve agency operations. SmartCharts provide multiple charting objects (bar, line, gauge, odometer, et cetera) that appear on an end -user console to provide key business indicator information. During implementation, Accela Services customizes SmartCharts to display key agency- specific information, • Three -tier Architecture – Vantage360 is a true three -tier architecture. The presentation tier is a zero - deploy, browser -based thin client. All business logic resides in an industry- standard middle tier. Only data resides in the database tier. This makes deployment and administration easy for both agencies and Accela. © 2007 Accela, Inc. Page 28 Statement of Work AGENCY-HOSTED DEPLOYMENT Agencies can install and operate Accela Automation modules at their own facilities. Below are descriptions of deployment configurations and software and operating system requirement descriptions. AGENCY - HOSTED DEPLOYMENT CONFIGURATIONS This diagram shows the minimal deployment configuration for Accela Vantage360 -based modules (for Agencies with approximately 50 or less Named Users, depending upon Agency- specific usage characteristics ); Internet Web & %pplication Server © 2007 Accela, Inc. Wage 29 Statement of Work 2c- This diagram shows the typical deployment configuration for Accela Vantage360 -based modules (for Agencies with approximately 100 or less Named Users, depending upon Agency - specific usage characteristics): Interne © 2007 Accela, Inc. Page 30 Statement of Work This diagram shows a high - volume deployment configuration for Accela Vantage360 -based modules (for Agencies with approximately 100 or more Named Users, depending upon Agency - specific usage characteristics): Agency Workstations (RedicateWDiat•ap Internet Attess) PDA, Celt Phone (Wireless Internet Access) © 2007 Accela, Inc. Page 31 Statement of Work AGENCY-HOSTED HARDWARE AND SOFTWARE REQUIREMENTS Accela Vantage360 -based modules have these hardware and software requirements; • Pentium 41.2GHz or better • IBM Compatible PC • 256MB of RAM • Internet Connection via analog modems, ISDN, xDSL, Cable modem, or dedicated frame -relay circuits (i.e. T1 s) • Pentium 4 2.4GHz or better • IBM Compatible PC • 512MB RANI or more • 40GB HD • Internet Connection via analog modems, ISDN, xDSL, Cable modem, or dedicated frame -relay circuits (i.e. T1s) • Windows 2000 or XP • Internet Explorer 6.x or Netscape 8.x • Adobe Acrobat Reader (download free at www.acrobat.com) • Screen resolution is between 800000 and 1024x768 • Windows 2000 or XP • Internet Explorer 6.x or Netscape 8.x • Adobe Acrobat Reader (download free at www.acrobat.com) • Screen resolution is between 800x600 and 1024768 • FlrewatllVPN - Hardware based appliance such as Netscreen -25 • VPN connection for Accela access • Intel Pentium 4 2.4GHz or better • 2GB DDR RAM or more • 2 x 18.1 GB SCSI Hard Drive or larger (RAID 1) • 1 Oil 0011000Mbls Network Interface Card • Additional servers for load balancing and high availability if needed Accela- provided: • JBoss 4.02 with integrated Tomcat 5.5 • Java 5 SDK, version 1.5.0_06 • Jakarta Ant, version 1.6.5 Agency - provided: • Microsoft Windows Server 2000/2003 • AllairelMacromedia ColdFusion MX for J2EE, Version 6.1, per Web sever, Enterprise Edition (Please see www. macromedia .comisoftwarelcaldfusionl for more information.) � � PraB€iction Applrcation Server 0 2007 Accela, Inc. Page 32 Statement of Work • Intel Pentium 4 2.4GHz or better Accela- provided: • 2GB DDR RAM or more 0 JBoss 4.0.2 with integrated Tomcat 5.5 • 2 x 18.1 GB SCSI Hard Drive or larger (RAID 1) a Java 5 SDK, version 1.5.0_06 • 1 Oil 0011000Mbls Network Interface Card Jakarta Ant, version 1.6.5 • Additional servers for load balancing and high availability if needed Vlador BI- Portal Suite, version 7.01 (for Accela Report Writer) • Vembu SwisSQL API 1.7 (for MS SQL Server version only) Agency - provided: Microsoft Windows Server 2000/2003 • Optional, Informative Graphics Brava Enterprise (Please visit wvvw,bravaviewer.comltrrava enterarise.htm for more information.) • Intel Pentium 4 2.4GHz or better • 2GB RAM or more • 36AGB SCSI or 4DE Hard Drive or larger • 100MB Network Interface Card Accela- provided: • JBoss 4.0.2 with integrated Tomcat 5.5 • Java 5 SDK, version 1.5.0_06 • Jakarta Ant, version 1.6.5 • Vembu SwisSQL API 1.7 (for MS SQL Server version only) Agency - provided: • Microsoft Windows Server 2000/2003 • Allaire/Macromedia ColdFusion MX for J2EE, Version 61, per Web sever, Enterprise Edition 2007 Accela, Inc. Page 33 Statement of Work OracleArnel de to ment Accela- provided: Dual Intel Xeon 2 4GHz or better None • 2GB RAM or more Agency-provided: • 4 x 36AGB SCSI Hard Drives configured with Oracle SAME Microsoft SOL RDBMS de to meat • 10110011000Mbis Network Interface Card a Microsoft Windows Server 2000/2003 Oracle /Solaris deployme 0 Microsoft SQL Server 2000 or higher • Dual UltraSPARC III 1.2MHz Processors or better Oracle RDBMS deployment • 2GB DIMMS RAM or more • Sun Solaris 8 or higher • Attached SAN with 4 x 36AGB SCSI Hard Drives configured with Oracle • Oracle 9i Database Server or higher SAME • 10110011000Mbls Network Interface Card Microsoft SOL deployment • Dual Intel Xeon 2.4GHz or better • 2GB RAM or more • 3 x 36.4GB SCSI Hard Drive • 10110011 0 0 0Mbts Network Interface Card Load Balancing and High Availability: No software required • Fast Gigabit Ethernet Switch - E.g. Cisco 29xxXL Fast Ethernet Switch • Load Balancer— Hardware -based appliance such as F5 Big -IP © 2007 Accela, Inc. Page 34 Statement of Work Introduction This document contains pre - release notes for the Accela GIS 6.2 release, in which we list and describe planned new features and planned defect corrections. Upgrade Notices • Port Change in Accela Automation Application Server —With the release of Accela Automation 6.1, the application server default port changed from 2080 to 3080. User groups connecting to Accela Automation via Accela GIS Server need to change the URL settings in Accela GIS Server settings to point to the correct port. Planned New f=eatures Accela GIS 6.2 planned new features: • Adding Tools to Edit & Redline Interfaces — Accela GIS adds Navigation, Search, and Query tools to the Editing and Redlining Interfaces. Accela GIS also adds Data Management Tools to the Editing Interface. • Automatic Map Service Saving — When an Administrator makes a map service change that requires the Administrator to save the map service in order for the change to take effect, Accela GIS automatically prompts the Administrator to save the map service. • Committing Multiple Objects — This enhancement allows an End -user to commit multiple objects to a SIDE layer as a single process. A progress bar displays during processing, and upon completion an End -user can view a log of processing actions. • Detail Window Behavior Modifications — Accela GIS clears the Detail Window as End -users make Detail Window requests and the Details tab is not available unless data is present in the details screen. • Enhanced Print & Save Output — Accela GIS enhances the print & save output functionality so an Agency can setup a disclaimer in the administration site. Accela GIS also enhances the print & save output by scaling pieces of the output based upon paper size. • Grouping Layers — Accela GIS allows administrators to group layers in the layer list. The group layers display in tree view. An End -user can turn on or off an entire group layer or individual layers within a group. • Passing City to Portlet — Administrators configure Accela GIS Portlets to pass a city attribute to Accela Automation when using the Locate Address tool in the Address Locater Portlet. In the Layer Settings screen within the Portlet Configuration administration interface, Administrators have the option for configuring Accela GIS to pass a city value. • Query Results Shading — End -user runs a Query and the results remain shaded until cleared with the Clear or Clear All buttons. Also, Accela GIS removes the shading for a new Query or Identify. • Reordering Download Output Columns — Accela GIS administrators reorder download output file columns. © 2007 Accela, Inc. Page 35 Statement of Work • Route Map Display — Accela GIS optimizes the display of a route map image it sends to Accela Wireless. A map route image contains text sizing that is appropriate for the map size so that no labels extend beyond map image boundaries. The map zooms and centers according to the extent of the route map. • Schedule Inspections — Accela GIS allows an End -user to schedule inspections. End -users provide required information and Accela GIS performs the necessary task using GovXML methods. Accela GIS provide confirmation that the inspection scheduled successfully or Accela GIS provides an error message stating the inspection was not scheduled. APPENDIX F - ACCELA WIRELESS FACT SHEET DESCRIPTION Accela Wireless is a mobile government application that extends inspection management capabilities to the field for inspections, code enforcement, work orders, service requests, and more. Accela Wireless is compatible with PDAs, laptops, Tablet PCs, and other devices running on the Microsoft Pocket PC, Windows 2004, or Windows XP operating systems. Accela Wireless provides a platform for secure, wireless inspection activities, including inspection schedules, inspection data input and sign -off, and creation of unscheduled inspections in the field. Accela Wireless provides field staff with direct, real -time access to the information they need to perform and manage inspections in the field. Field staff can perform inspection activities either in real -time mode while on -line, or in stare- and - forward mode while off -line. Accela Wireless conforms to customer inspection processes, increases staff productivity, and provides up -to- the minute information regarding inspection activities. Optimized for Intel@ Centrino@ Mobile Technology - Accela Wireless is optimized for better performance using Intel@ Centrino® Mobile Technology. Specifically, Accela Wireless operates in both on -line and off -line mode without connectivity interruptions, it compresses data before sending to take advantage of lower bandwidths and speed transfer rates, and it offers power management capabilities that protect data from power loss due to expended battery. Cisco Compatible - Accela Wireless meets the testing criteria set by Cisco, providing seamless compatibility and easy interoperability with networks built using Cisco equipment. NEW FEATURES Accela Wireless 6.2 adds the following new features: • Attaching Phone Number to an Inspection — End -users can attach a phone number to each inspection request. • Configuring the Display of Additional Information — Using the preferences section of Accela Wireless Client, End -users can configure the display of Additional Information. Tree view remains the default configuration. End - users can select from Tree View, Group Tree View, and List Panel views. • Deleting Downloaded CAP Files — End -users delete the contents of the user data folder that contains the files downloaded for use in Accela Wireless Client. • Editing Custom Inventory File -- Administrators edit a custom inventory file when making inventory changes to the default inventory or a User Group inventory. This feature allows Administrators to retain customizations when upgrading Accela Wireless. • Exposing System Data to Scheduled Tasks — End -users create scheduled tasks that include all system data elements. © 2007 Accela, Inc. Page 36 Statement of Work r :w ^. _.. _.. ` . • Group Updating of Inspections — Accela Wireless Client allows End -users to update, reschedule, and cancel multiple inspections in one process. • Merging CAP Query into CAP list Criteria — Accela Wireless Client merges CAP Query criteria into the CAP List criteria farm. • Removing Previously Installed Versions of Accela Wireless Client — Accela Wireless Client installer adds a feature that removes previously installed versions of Accela Wireless Client, while maintaining custom inventory fiie configurations, • Setting Data Entry Fields as Required — Accela Wireless adds a feature that allows an Administrator to set Accela Wireless Client data entry fields as required • Supporting Dual Core Processing — Accela Wireless integrates with the Intel Mobile Platform SDK to enable dual core processing support. This feature optimizes Accela Wireless for use in dual processor environments. PRODUCT REQUIREMENTS To run Accela Wireless 6.2, Agencies must have Accela Automation 6.1.2 FEATURES Existing features in Accela Wireless 6.2 include; • Auto login -- Inspectors can enter Accela Wireless Client without re- entering their login after they have logged into Accela Wireless Client for the first time. • Automatic document downloads — Administrators specify documents of a certain type to automatically download documents from Accela Automation to Accela Wireless Client during upload and download in Accela Wireless Client. • Batch printing - Accela Wireless Client batches all printjobs into a temporary print queue until the inspector chooses to print one, some, or all the print jobs. • Button bar with tool tips — Inspectors can go to frequently used screens and perform common functions with one click by using the button bar with tool tips. • CAP management and research - Inspectors can download key CAP information with each inspection; this information includes CAP fee information, flags and holds, contacts, parcel address, conditions, and additional inspections. Inspectors can edit CAP status, address, and inspection information, and add contacts, holds, inspections, and parcels. Inspectors can look up CAPS on the fly or save queries for later execution. Inspectors can save queries and use them again. Query functionality includes the ability for inspectors to look up OAPs by type, status, ID, description, parcel number, owner, address, inspection type, assigned inspector, inspection date, inspection district, open inspection, and map address (tract, block, and lot). Inspectors can also create new CAPs. Inspectors can create a new CAP at the same time as a new inspection, or inspectors can search for an existing CAP and attach the new inspection. • Customizable screens and buttonsilabels - Accela can configure the screens, buttons, and labels in Accela Wireless client to match the business needs of the customer. • Group inspection resulting — Inspectors can result multiple inspections of multiple types on one consolidated screen in Accela Wireless Client, including tracking information and comments. • Downloading attached documents — Inspectors receive a list of attached documents with each Case, Application, and Permit (CAP), and manually choose documents for download. • Downloading inspections assigned to another inspector — Inspectors can set the inspection download criteria to download inspections assigned to another inspector. 0 2007 Accela, Inc. Page 37 Statement of Work • Drawing sketches - Inspectors can draw sketches directly in Accela Wireless Client, attach sketches to inspections, and upload sketches to Accela Automation. • Electronic signatures — Both inspectors and contractors can sign -off on inspections with personal signatures. Signatures can print on inspection report. • File attachment - Inspectors can attach files to inspections and upload the files to Accela Automation. Files can be of any format, but view ability is limited to whether the local device has the appropriate viewer. • GPS - Accela Wireless allows for integration with NMEA - compliant GPS devices for automated entry of Latitude and Longitude coordinates. Inspectors can also enter Latitude and Longitude coordinates manually. • Inspection management and research - Accela Wireless is first and foremost an inspection management tool with which inspectors can receive, conduct, and sign -off inspections in the field using a handheld device or laptop computer. Inspection management functionality includes the ability for inspectors to complete, cancel, reschedule, or reassign inspections. Inspectors download their inspection lists/schedules based on dates, inspection types, and CAP IDs, and can manually reorder the inspections based on need. When conducting inspections, inspectors have access to customizable inspections guidesheets with default assignment by inspection type, Guidesheet functionality includes predefined standard comments and guidesheet values, and the ability to copy guidesheet items from one inspection to another, Inspectors can create new inspections on the fly and manually enter the address for the new inspection. In this case, they are assigned as the default inspector. Inspectors can also clone new inspections from existing inspections with the ability to select the specific inspection data to copy from the existing inspection to the new inspection. During an inspection, inspectors can temporarily save the in- progress inspection to the local device without submitting a final disposition to Accela Automation. Inspectors can then retrieve, resume, and submit the inspection at a later time. • Inspection routing - Inspectors receive optimized inspection routes with driving directions and route maps, • Inspector defined columns on list views - Inspectors can define the columns they wish to see on list view screens. Integration of Intel Mobile Platform SDK — The incorporation of the Intel Mobile Platform SDK includes the following enhancements to improve client monitoring capabilities: • Monitor Network Connection Availability — Use the Intel Mobile Platform SDK to automatically monitor network availability through Accela Wireless. • Determine Available Bandwidth — Use the Intel Mobile Platform SDK to automatically determine available bandwidth for the current connection. • Determine Available Bandwidth Quality — Use the Intel Mobile Platform SDK to automatically determine available bandwidth quality for the current connection. • Limit Accela Wireless Bandwidth Usage — Use the Intel Mobile Platform SDK to limit the amount of bandwidth used by Accela Wireless client. An End -user can control the amount of bandwidth used from the User Preferences form. • Automatic Sizing of Data Requests based on Available Bandwidth — Use the Intel Mobile Platform SDK to measure the client device to server effective bandwidth. This feature will dynamically change the size of data requests from Accela Wireless client based on the available bandwidth, • Monitor Remaining Battery Power of Mobile Device — Use the Intel Mobile Platform SDK to monitor the remaining battery power on the mobile device, When the remaining battery power drops below 5% remaining, Accela Wireless client prompts an End -user to Save. 0 2007 Accela, Inc. Page 38 Statement of Work • Off-line/On-line modes — Inspectors can run Accela Wireless in either on -line mode where they have real -time Internet access via wireless or a LAN to Accela Automation, or off -line mode where the inspector performs work in the field and synchronizes inspection information with Accela Automation when a connection is available, • Online Help Files - Accela Wireless has Help files to provide users with assistance on specific screens and functionality. Parcel management and research - Inspectors can look up parcels on the fly or save queries for later execution. Queries can be saved and be used again. Query functionality includes the ability for inspectors to look up parcels by CAP ID, CAP status, parcel number, map address, parcel owner, and address, Query results are displayed in tree -view format and parcel data includes parcel ID, address, map address, contact, and owner, Inspectors can also select specific parcels and create a new inspection on the parcel. • Proxy server support - Administrators can configure Accela Wireless to require end -users to connect to Accela Wireless Server through a proxy server. • Reporting - Accela Wireless includes a standard inspection summary report (Windows 2000 & XP) that includes all essential inspection related data, including guidesheet items and conditions. Inspectors can generate the report in PDF format and print it out in the field. Accela Wireless Client generates an XML file that contains all inspection data elements in the product. Administrators can develop custom reports using this XML file as the baseline from which to remove data elements not needed, and to add agency logo, formatting, et cetera, • Security - Accela Wireless uses 128 -bit SSL encryption between Accela Wireless Client and Accela Wireless Server (optional when Agency - hosted -- see agency - hosted deployment option below) and end -user logonlpassword security and data encryption when using a digital certificate. • Sort by Individual Address Fields — End -users can now sort by individual address fields. This allows End - users the ability to sort by street name and then by number, etc. • Software upgrades - Agencies can implement Accela Wireless Client software upgrades in the field. • Standard comments — Inspectors can use a list of standard comments from Accela Automation when entering comments into any comments field in Accela Wireless Client. • Transaction log - Transactions in Accela Wireless are logged and can be reviewed by each inspector. Information tracked includes CAP ID, inspection type, address, dateltime, status, and transmittal status. • Windows XP12000 and Pocket PC compatibility - Agencies can deploy Accela Wireless Client on laptops with Windows XP or Windows 2000, or on handheld computers with the Pocket PC operation system. • Importing images into the Drawing Tab in Accela Wireless Client — Inspectors can import images into the Drawing Tab in Accela Wireless Client and use drawing features to sketch on the image. Inspectors can then save the new image and upload it to Accela Automation, AGENCY- HOSTED DEPLOYMENT Agencies can install and operate Accela Wireless for Accela Automation at their own facilities. Below are descriptions of deployment configurations and software and operating system requirement description. AGENCY- HOSTED DEPLOYMENT CONFIGURATIONS The Agency - hosted deployment has the following network architecture: @ 2007 Accela, Inc. Page 39 Statement of Work r AGENCY - HOSTED HARDWARE AND SOFTWARE REQUIREMENTS Agency - hosted Accela Wireless has these hardware and software requirements; Agency- provided: • Handheld devices that run the Pocket PC 2000, Pocket PC 2002, or Pocket PC 2003 operating systems 0 400 MHz processor or better 0 At least 10 MB available storage space o Wireless card (Not necessary if a customer wants to use the Accela Wireless Client in a purely off - linefstore- and - forward made) • Laptop or tablet PC o Pentium Ill or better Accela- provided: Accela Wireless Client Microsoft .NET Framework 1.1 Agency - provided: For handheld devices, one of the following: • Pocket PC 2000 • Pocket PC 2002 • Pocket PC 2003 0 2007 Accela, Inc. Page 40 Statement of Work 0 128 MB RAM or more • For laptops or tablet PCs, one of the following: 0 At least 100 MB HDD space o Windows XP o Wireless card (Not necessary if a customer wants to o Windows 2000 use the Accela Wireless Client in a purely off - linelstore- and - forward mode) Agency- provided: • Pentium HI 1.4 GHz or better • 512 MB RAM or more • 18.2 GB SCSI HDD or more • 2 X 101100/1000 NICs • NetScreen 5XP Firewall (10 end - users) Accela- provided: • Accela Wireless Server • Microsoft Data Access Components (MDAC) 2.8 or later • Microsoft.NET Framework 1.1 • Microsoft SQL Server 2000 Desktop Engine (MSDE) • Microsoft Visual J# .NET Version 1.1 Redistribulable Package Agency - provided: • Windows 2000 Server or Windows 2003 Server • SSL Certificate (optional) • Microsoft IIS 5.1 Agency - provided: • Pentium 111 1.4 GHz or befter • 512 MB RAM or more • 2 X 18.2 GB SCSI HAD or more • 2 X 10110011000 NICs Accela- provided: • Accela Automation Application Server Agency- provided: . Windows 2000 Server or Windows 2003 Server O 2007 Accela, Inc, Page 41 Statement of Work ... . ...... .. . ...... . . ... . (D 2007 Accela, Inc. Page 42 APPENDIX G - ACCELA EVENT SCRIPT TRIGGER LIST Statement of Work �. p .;� �.._. �;u _� ,F APPENDIX H - SAMPLE TEST PLAN Test Process Steps to Complete Process Outcome 1 Create a New Building < Residential 1. Click New from the Menu bar and drill into Smart Choice BLD_RES displayed < Single Family < Add On correct CAP 2. Use Address 242 C Jones Court 242 Jones Court is selected, 1234 is auto selected as the Parcel, Davey Jones auto selected as the Owner 3. Set the following Application Specific Fields to Values selected are used to calculate the following: Fees at Application Submittal. A. B C Click the Submit Button Application Created, 1 Initial Inspection Auto scheduled, 200 dollars in tees assessed and auto invoiced. Upload Document to EDMS Filenet accepts document and stores in repository Sign -off on Workflow Application Accepted Report 14 Spooled to SQL Reporting Services 0 2007 Accela, Inc. Page 43 MAINTENANCE 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 Southlake, Texas 1400 Main Street, Suite 460 Southlake, Texas 76092 Attention: Jim Blagg T: 817 -748 -8400 F: NIA e -Mail: jblagg @ci.southlake.tx.us This Maintenance Agreement ( "MA ") 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 MA to Accela no later than December 31, 2007, this MA is effective as of the date of Customer's signature and will continue for a period of five (5) 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. 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 %) 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 MA 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 LA, all rights granted to Customer are cancelled and revert to Accela. In the event Customer is unable to obtain the necessary funding to acquire or maintain this MA, or any part thereof, Customer shall immediately notify Accela and may terminate this MA with ten (10) calendar days written notice to Accela. Upon termination of this MA, all rights granted to Customer are cancelled and revert to Accela. 3. Scope of Maintenance 3.1. Maintenance Services Acceia will provide maintenance service as described in the Addendum to Accela Maintenance Agreement attached hereto as Exhibit B. 3.1.1. 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. 3.1.2. 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. Maintenance Agreement (MA), Version 08272007 Page 1 of 9 3.1.3. 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. 3.1.4. Remote Support When required to properly resolve a maintenance request, Accela will provide remote assistance to Customer via the WebEx Meeting Center"m environment or another mutually- acceptable remote communications method. 3.1,5. 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. 3.1.6. Software Updates Accela will provide revisions of and enhancements to maintained software products to Customer as such updates are generally - released by Accela. 3.17. Infrastructure Availabili For each calendar day during which the availability of the Applications does not achieve the established standard, Accela will credit one hundred dollars ($100.00) to Customer's account as liquidated damages, provided that the substandard availability is identified by Customer in writing or by e-mail to Accela and can be objectively verified, Credits accumulated pursuant to this Section may be applied to additional Accela products and/or services, but will not be refunded to Customer. 3.2. Maintenance Limitations 3.2.1. Limitations Generally The following are not covered by this MA, 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, Customers 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 and are indicated as caused by external factors; 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 MA; and h) New or additional applications, modules, or functionality released by Accela during the term of this MA. For purposes of this Agreement, such items will comprise software functions 1) not present in the release preceding the most recent release of a given software product licensed by the City, 2) addressing a business function not directly addressed by said precedent release, and 3) designated by Contractor as part of a new or existing software product which is not licensed by the City. Maintenance Agreement (MA), Version 08272007 Page 2 of 9 3.2.2. 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 MA, but may be separately available at rates and on terms which may vary from those described herein. 3.3. Warranly Accela will commence and complete the maintenance obligations described in this MA in a good and workmanlike manner, consistent with the practices and standards of care 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. 3.3.1, Accela warrants that the software purchased will perform consistent with the representations made by--Accela in the Accela response to RFP 2007 -037 Business and Technical Requirements. 3.4. Compensation 3.4.1. Maintenance Fees In exchange for the Maintenance Services described hereinabove, Customer will pay to Accela the amounts indicated in Exhibit A. 3.42 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. The payment terms of all invoices are net thirty (30) calendar days from the dates of the invoices. Any payment not paid to Accela within said period will incur a late payment fee equal to five percent (5 %) of the amount past due and will accrue interest in an amount equal to one - and -a -half percent (1.5 %) per month, compounded monthly, on the outstanding balance from the billing date. Accela may, at its sole discretion, suspend its obligations hereunder without penalty until payments for all past -due billings have been paid in full by Customer. 4. Confidentiality 4.1. 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" Maintenance Agreement (MA), Version 08272007 Page 3 of 9 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 MA 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. 4.2. 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 MA ( "Confidentiality Term "). 4.3. 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. 4.4. Publicity During the term of this MA, 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 Customer's endorsement of Accela's products or services without Customer's prior written authorization. 5. Other Terms and Conditions 5.1. 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 Customer's 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. 5.2. Proorietary Rights The remedial methods, software updates, and product information provided to Customer pursuant to this MA 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 MA and other agreements between Accela and Customer. Maintenance Agreement (MA), Version 08272007 Page 4 of 9 5.3. 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 MA; 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. 5.4. Force Maieure If either party is delayed in its performance of any obligation under this MA 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, 5.5. Dispute Resolution This MA is governed by the laws of the State of Texas, with venue in Tarrant County, Texas. The prevailing party may be awarded its expenses, reasonable attorneys' fees, and costs, in accordance with the provisions of Section 271.159 of the Texas Local Government Code. The failure of either party to object to a breach of this MA will not prevent that party from thereafter objecting to that breach or any other breach of this MA. 5.6. Assinme 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, Accela may not subcontract portions of the Maintenance Services described hereinabove without the prior written consent of Customer. 5.7. Survival The following provisions will survive the termination or expiration of this MA; Section 2, as to Customer's obligation to pay any fees associated with a lapse in maintenance coverage upon resumption of such coverage; Section 3, as to limitation of remedy and as to Customer's obligation to pay any fees accrued or due at the time of termination or expiration; Section 4 and all subsections thereof; and Section 5 and all subsections thereof with the exceptions of the "Customer Obligations" and Force Majeure" Subsections thereof. 5.8. Alternate Terms Disclaimed The parties expressly disclaim any alternate terms and conditions accompanying drafts and/or purchase orders issued by Customer. II II 11 it it II II ll 11 it it it it it ii Maintenance Agreement (MA), Version 08272007 Page 5 of 9 5.9. Severability and Amendment If any particular provision of this MA is determined to be invalid or unenforceable, that determination will not affect the other provisions of this MA, which will be construed in all respects as if the invalid or unenforceable provision were omitted. No extension, modification, or amendment of this MA will be effective unless it is described in writing and signed by the Parties. ACCELA By. (signature) Exhibit Follows. CUSTOMER By, (Signature) (Print Name) Its (Title) Dated; (Month, pay, Year) END OF DOCUMENT Maintenance Agreement (MA), Version 08272007 Page 6 of 9 EXHIBIT A 1 First -Term Annual Maintenance Fees are fixed -price deliverables for which full payment is due upon signing. 2 Second -Term Annual Maintenance Fees are due on the first anniversary of the Effective Date. 3 Third -Term Annual Maintenance Fees are due on the second anniversary of the Effective Date. 4 Fourth -Term Annual Maintenance Fees are due on the third anniversary of the Effective Date. 5 Fifth -Term Annual Maintenance Fees are due on the fourth anniversary of the Effective Date. For any annual renewals after the initial term of this MA, Annual Maintenance Fees shall not exceed the fees paid by Accela's most favored customer. END OF DOCUMENT Maintenance Agreement (MA), Version 08272007 Page 7 of 9 Addendum to Accela Maintenance Agreement 1 Incident Handling - Accela will provide an incident handling mechanism for Customer maintenance requests. The incident handling process will include the following: 1.1 Ability to call, e-mail or use an Accela provided online tracking system. 1.2 All incidents will be recorded into the tracking system. 1.3 Customer will receive an e-mail with your case number. 1.4 Customer Priority and Severity will be determined by the problem based upon the definition in Section 3.X 1.5 Designate contacts that will interface with the Customer Resource Center 2 On Line Self Support - Accela will provide to Customer at no expense an online Knowledge Base and Online Self Support Site where Customer can research issues and questions, report maintenance incidents and download patches and other fixes. 3 Case Handling — Case Handling defines the priority assigned to a specific maintenance request which therefore sets the order, timing and level of effort in resolving a case. 3.1 Critical Severity 3.1.1 Definition — System or application is non - functional or seriously affected and there is no reasonable workaround available, for example, business is halted. 3.1.2 Response Time — Accela will respond with confirmation of receipt of incident with 1 business hour for 100% of all Critical Severity incidents when the Critical Incident is phoned into the Customer Resource Center. 3.1.3 Resolution Time -- Upon confirmation of receipt, Accela begins continuous work on the problem and will put forth the effort to provide a workaround, fix, or estimated completion date within 48 hours after the problem has been diagnosed and/or replicated, or provided there is an agency representative available to assist with issue diagnosis and testing during the resolution process for 100 % of all Critical Serverity incidents. 3.2 High Severity 3.2.1 Definition — System or application is affected and there is no workaround available or the workaround is impractical, for example, Customer cannot process payments or system response time is very slow. 322 Response Time — Accela will respond with confirmation of receipt of incident within 4 business hours for 80 % of all High Severity incidents. 3.2.3 Resolution Time — Upon confirmation of receipt of incident, Accela will put forth the best effort to provide a workaround or fix or estimated completion date within 7 business days after the problem has been diagnosed and/or replicated for 80% of all High Severity incidents. 3.3 Moderate Severity 3.3.1 Definition — System or application feature is non - functional and a convenient workaround exists, for example, non - critical feature is unavailable or requires additional user intervention. 3.3.2 Response Time — Accela will respond with confirmation of receipt of incident within 8 business hours for 80% of all Moderate Severity incidents. 3.3.3 Resolution Time — Accela will put forth the best effort to provide a workaround or fix or estimated completion date within 14 business days after the problem has been diagnosed and/or replicated for 80 % of all Moderate Severity incidents. Maintenance Agreement (MA), Version 08272007 Page 8 of 9 3.4 Low Severity 3.4.1 Definition — System or application feature works, but there is a minor problem, for example, a field is mislabeled or a help file is missing. 3.4.2 Response Time — Accela will respond with confirmation of receipt of incident within 24 business hours for 80% of all Low Severity incidents. 3.4.3 Resolution Time - Resolution for the issue may be released as a patch set or be incorporated into a future release of the product for 80% of all Low Severity incidents. Reporting and Reconciliation — Accela will provide Customer a quarterly report outlining Response time and Resolution Time for each Incident reported by the Customer. 4.1 Remediation — The Accela Customer Relationship Manager and the Customer Project Manager will review the Response and Resolution Time reports on a regular basis Contact Product Support by Phone or E -mail Hours: M - F 4:00 AM - 6 :00 PM Pacific Time Phone: (559) 627 -1959, ext. 5 Fax: (559) 733 -5594 E-mail: suppo!l@accola.com Escalation • CRC has escalation points in — Engineering — Data Conversions — Services — Account Management Escalation to CRC Management — Chris Alderson — 559 - 627 -1959 X132 — kream accela.com • Escalation to Accela Management — Eddie Ausherman — 559 -627 -1959 x115 — eausherman@accela,com END OF DOCUMENT Maintenance Agreement (MA), Version 08272007 Page 9 of 9