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02-E Accela - Cancel ContractMEMORANDUM TO: Mayor and Members of the City Council of the City of Paris FROM: Lisa Wright, Director of Community Development SUBJECT: Agreement for Application Services with Accela, Inc. DATE: March 12, 2004 On September 10, 2001, the City Council approved an Agreement for Application Services with Accela, Inc. for the provision of software, equipment, and software application services for the implementation of a web-based code enforcement and permitting application. Since that time, the inspectors have been unable to fully utilize the application because Accela has been slow to respond to requested repairs and changes. Furthermore, the application is not compatible with the current needs of the department, and we would be better served by canceling the Agreement and using the remaining funds budgeted for this application to purchase an alternative system. Section 1.12 of the Agreement authorizes either party to terminate the Agreement upon sixty (60) days written notice, and it is my recommendation that we exercise this authority and provide immediate notice to Accela. ! have discussed this matter with the inspectors prior to making this recommendation, and they are in full agreement with this decision. If you have any questions, please do not hesitate to contact me. /lw DRAFT F:XAttorney\Lisa\Resolutions\CURRENTXAccela Contract Cancel Res.wpd March 12, 2004 RESOLUTION NO. A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF PARIS, PARIS, TEXAS, AUTHORIZING THE MAYOR TO EXECUTE A LETTER CANCELING THE AGREEMENT FOR APPLICATION SERVICES WITH ACCELA, INC.; MAKING OTHER FINDINGS AND PROVISIONS RELATED TO THE SUBJECT; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the City Council of the City of Paris did heretofore, on the 10th day of September, 2001, in Resolution No. 2001-155, authorize the negotiation and execution of an Agreement for Application Services with Accela, Inc. for the provision of software, equipment, and software application services for the implementation of a web-based code enforcement and permitting application; and, WHEREAS, such application is not compatible with the current needs of the department, and the Director of Community Development has recommended that the Agreement be canceled in accordance with Section 1.12 thereof which authorizes either party to terminate the Agreement upon sixty (60) days written notice thereof; and, WHEREAS, the form of the letter canceling the Agreement for Application Services, attached hereto as Exhibit A, should in all things be approved, and the Mayor should be authorized to execute the same; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF PARIS, PARIS, TEXAS: Section 1. That the findings set out in the preamble to this resolution are hereby in all things approved. Section 2. That the Mayor be, and he is hereby, authorized and directed to execute, on behalf of the City of Paris, the letter canceling the Agreement for Application Services with Accela, Inc., upon the terms and conditions and in the form shown in Exhibit A, attached hereto. Section 3. That this resolution shall be effective from and after its date of passage. PASSED AND APPROVED this 15th day of March, 2004. Curtis Fendley, Mayor ATTEST: Mattie Cunningham, City Clerk APPROVED AS TO FORM: Larry W. Schenk, City Attorney March 15, 2004 CONTRACT ADMiNISTRATOR Accela, Inc. 701 Gateway Blvd., Suite 151 So. San Francisco, CA 94080-7009 RE: Agreement between the CiO' of Paris, Paris, Texas, and Accela, Ine. for Application Services To whom it may concern: In accordance with Section 1.12, Term of Agreement, of the above-referenced Agreement (enclosed), the City of Paris hereby gives notice of cancellation of said Agreement, to take effect sixty (60) days from the date of your receipt of this notice. If you have any additional questions regarding this matter, please do not hesitate to contact me. Yours very truly, /lw Enclosure Curtis Fendley Mayor P.O. BOX 9037 · PARIS, TEXAS 75461-9037 * (903).785-7511 · FAX (903) 785-8519 EXHIBIT AGREEMENT BETWEEN THE CITY OF PARIS, PARIS, TEXAS AND ACCELA, INC. FOIl APPLICATION SERVICES This Agreement is made on this 26th day of September, 2001, by and between the City of Pa_tis, Paris, Texas ("Agency"), and Accela, Inc., a California corporation ("Provider"). Agency and Provider may be referred to herein singularly as a "Party" or together as the "Parties." RECITALS Whereas, Agency desires Provider, an application service provider, to provide software, equipment, and professional services through the Accela System, including Accela Automation¢, related proprietary systems, and supporting documentation. Whereas, Provider desires to provide Agency high security web hosted infrastructure, software application, best practice reports, standardized data, application maintenance, and support services. Now, therefore, the Parties agree as follows: 1. TERMS 1.1 Application Service Software. Included with the service package at no additional charge, Provider agrees to periodically update and keep the application service software current to the latest version as set forth in Attachment A, incorporated hereto. Additional modules or special features will be offered to Agency at additional cost. 1.2 Professional Services. Training and technical application support to Agency for set-up and implementation ofAccela Automation¢, as set forth in Attachment B, incorporated hereto. Technical application support under this section shall commence at the time this Agreement is executed by Agency. 1.3 System Administration. System administration functions are included with no additional charge, as set forth in Attachment C, incorporated hereto. Provider may, in its discretion and at no additional charge to Agency, upgrade or change the equipment and/or features specified in Attachment C to provide acceptable performance as the need arises. Form.AA.3/27/01 1 1.4 Warranty. Provider warrants that the entire application hosting service, including all the features and functionalities described in Attachment A, will be available to Agency on a twenty-four (24) hour, seven (7) days per week basis, excluding downtime for the purposes of system back-ups or other miscellaneous system administration. If unforeseen system malfunctions occur due to Provider's equipment or software, Provider will utilize its best efforts to take all necessary actions to limit the downtime of the application hosting services. THE WARRANTY PROVIDED HEREIN IS THE ONLY WARRANTY PROVIDED WITH RESPECT TO THE SUBJECT MATTER OF THIS AGREEMENT. SUCH WARRANTY IS IN LIEU OF ANY OTHER WARRANTY, IMPLIED OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. 1.5 Security. Provider will provide physical security for the equipment provided to Agency for the purposes of this Agreement and will provide network security, as set forth in Attachment D, incorporated hereto. 1.6 Customization of Software. This Agreement does not provide for customization of software and software functions. 1.7 Internet Speed Capabilities. Agency agrees to provide Internet speed capabilities of 56K or higher. 1.8 Transaction-Based Pricing. Agency shall pay to Provider the amounts set forth in Attachment E, incorporated hereto, for fees derived, generated, processed, or tracked using the Accela System. Agency shall be invoiced on a monthly basis and payments to Provider by Agency shall be made within fifteen (15) days thereafter. Payments shall be made by check and sent to: Accela, Inc. Accounting 1731 West Walnut Ave. Visalia, CA 93277 The address identified herein may be changed from time to time with at least ten (10) days written notice to Agency. *Additional or special features may be offered to Agency and will result in additional costs or an increased transaction fee. 1.9 Access to Agency Databases. Agency grants to Provider access to its permitting databases for the purposes of implementing this Agreement. Provider utilizes access to Agency's databases to process activities within Agency's system and inserts new data into Agency's databases that is related to the Agency's permit applications. No information from Agency's databases used for purposes of this Agreement will be Form.AA.3/27/01 2 transmitted to third parties by Provider without prior written authorization from Agency and from the person or entity whose information is sought to be disclosed. 1.10 Ownership of Data. Agency is the owner of all data contained in its databases and which is submitted to Provider for purposes of implementing this Agreement. Subject to State law requirements for release or non-release of public information applicable to Agency as a governmental entity, Agency warrants that it exclusively owns all content and data provided by it for use on Provider's software application. 1.11 Agreement Components. The entire Agreement concerning the services provided herein consists of: (1) this Agreement and (2) the following Attachments: A: Deliverables B: Professional Services C: System Administration D: Security E: Transaction Fee Schedule The Parties must agree in writing to any amendment or modification to this Agreement or Attachments. 1.12 Term of Agreement. Provider acknowledges that, by law, Agency may only contract for an obligation satisfied from current revenues. Notwithstanding the provisions of paragraph 2.1 herein, Provider agrees this agreement shall be for a term of one (1) year, automatically renewable on the anniversary date hereof for four (4) additional one (1) year terms, subject to termination by Agency without cause and at Agency's sole discretion in any given year by providing written notice to Provider of intent to terminate, such termination to be effective sixty (60) days following the date of receipt of such notice by Provider, unless the notice of termination specifies a later date. Upon such termination, the Agency shall return all hardware, software, and/or documentation supplied by and belonging to Provider. Agency will retain all records and/or data relating to actual permits issued or in progress. 2. GENERAL PROVISIONS 2.1 Termination. If either Agency or Provider violates any material term or condition of this Agreement or fails to fulfill in a timely and proper manner its obligations under this agreement, then the aggrieved party shall give the other party written notice of such failure or violation. The party to which such notice is given shall give the other party written notice of a proposed correction to such failure or violation. The party to which such notice has been given will correct the violation or failure within thirty (30) days or as otherwise mutually agreed. If the failure or violation is not corrected, this Agreement may be terminated immediately by written notice from the aggrieved party to the other party. The option to terminate shall be at the sole discretion of the aggrieved party. Upon termination of this Agreement, the Agency shall return all hardware, software, and/or documentation supplied by and belonging to Provider. Agency will retain all records and/or data relating to actual permits issued or in progress. Provider will return a complete copy of Agency's data (in ASCII or similar format) to Agency, contingent on Agency's prior payment on any or all outstanding fees owed to Provider (data dump). Form.AA.3/27/01 3 1.2 Limitation of Liability. IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR LOST PROFITS OR ANY FORM OF INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER FROM ANY CAUSES OF ACTION OF ANY KIND WITH RESPECT TO THIS AGREEMENT REGARDLESS IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. EXCEPT FOR A BREACH BY EITHER PARTY OF SECTIONS 1.8 AND OR 2.7, OR THE PARTIES OBLIGATIONS UNDER SECTIONS 2.3 AND 2.4, EACH PARTY'S TOTAL LIABILITY TO THE OTHER IN ANY WAY RELATED TO THE SUBJECT MATTER OF THIS AGREEMENT, AND REGARDLESS OF WHETHER THE CLAIM FOR SUCH DAMAGES IS BASED ON CONTRACT OR TORT OR ANY OTHER LEGAL THEORY, IS LIMITED TO AND SHALL NOT EXCEED AN AMOUNT EQUAL TO THE AMOUNT RECEIVED BY PROVIDER FROM AGENCY IN THE YEAR IN WHICH THE CAUSE OF ACTION ACCRUED. THIS PARAGRAPH SHALL NOT BE INTERPRETED TO PROHIBIT EITHER PARTY FROM IMPLEADING OR CROSS- ACTIONING THE OTHER PARTY IN ANY LITIGATION BROUGHT BY ANY THIRD PARTY AND ARISING UNDER THIS AGREEMENT. THIS PARAGRAPH SHALL ALSO NOT BE INTERPRETED AS A WAIVER OF ANY EXCEPTIONS TO OR LIMITS OF LIABILITY EXTENDED TO AGENCY UNDER THE TEXAS TORTS CLAIM ACT, WHICH SUCH EXCEPTIONS OR LIMITS ARE HEREBY RESERVED BY AGENCY. 1.3 Provider Indemnification. To the extent permitted by law, Provider shall indemnify, hold harmless and, at Agency's request, defend Agency, its elected officials, officers, employees, and agents from and against any and all claims, liabilities, losses, damages, expenses and costs (including attorneys' fees and costs) arising out of the fulfillment of this Agreement or for injury or death of any person, or property damage caused by, Provider's officers, agents, subcontractors, subconsultants, in the performance of its obligations under this Agreement, except that Provider shall not be liable for claims, liabilities, losses, damages, expenses and costs (including attorneys' fees and costs) as a result of the fault or negligence of Agency. 1.4 Agency Indemnification. To the extent permitted by law, and subject to and reserving to Agency any exceptions from or any limits of liability or damages permitted under the Texas Torts Claim Act, Agency shall indemnify, hold harmless and, at Provider's request, defend Provider, its officers, directors, employees, and agents from and against any and all claims, liabilities, losses, damages, expenses and costs (including attorneys' fees and costs) arising out of the fulfillment of this Agreement or for injury or death of any person, or property damage caused by, Agency's elected officials, officers, employees and agents or relating to the software and any material to which users can link through the software, or other information supplied by Agency. Agency shall not be liable for claims, liabilities, losses, damages, expenses and costs (including attorneys' fees and costs) as a result of the fault or negligence of Provider. 1.5 Governing Law. This agreement shall be governed and interpreted under the laws of the State of Texas. 1.6 Force Majeure. Neither party shall be responsible for delays resulting from causes beyond the control of the party including, but not limited to, delays resulting from governmental action, power failures affecting Agency sites, acts of God, and the failure of any product or service not manufactured or provided by Provider. Fo rm.AA. 3/27/01 4 1.7 Confidentiality. The Parties acknowledge that in the course of performing the responsibilities under this Agreement, they each may be exposed to or acquire information that is proprietary to or confidential to the other party or its affiliated companies or their clients. Any and all information of one party in any form obtained by the other Party or its employees, agents or representatives in the performance of this Agreement shall be deemed to be confidential and proprietary information of such party. The Parties agree to hold such information in strict confidence and not to copy, reproduce, sell, assign, license, market, transfer, give, or otherwise disclose such information to third parties or to use such information for any purposes whatsoever, without the express written permission of the other Party, other than for the provision of services of their employees, agents, and representatives. All such confidential and proprietary information described herein and any deliverable provided hereunder, in whatever form, are hereinafter collectively referred to as "Confidential Information." The Parties shall use their reasonable efforts to assist each other in identifying and preventing any unauthorized use or disclosure of any Confidential Information. Without limitation of the foregoing, the Parties shall use reasonable efforts to advise each other immediately in the event that either learns or has reason to believe that any person who has had access to Confidential Information has violated or intends to violate the terms of this Agreement, and will reasonably cooperate in seeking relief against any such person. The confidentiality obligations of the Parties shall not extend to information that is, as of the time of its disclosure, or thereafter becomes part of the public domain through a source other than receiving Party; was known to the receiving party as of the time of its disclosure; o~ is independently developed by a third party not under a confidentiality obligation to the providing Paxty; or is required to be disclosed pursuant to court order or government, or by State law as applied to Agency as a governmental entity, whereupon the disclosing party shall provide notice to the other Party prior to such disclosure. 1.8 Notices. All notices hereunder will be given in writing and mailed, postage prepaid, by certified mail, addressed as follows: To Agency: City of Paris Attn: City Manager P. O. Box 9037 Paris, TX 75461-9037 Phone: 903-784-9202 Fax: 903-785-8519 E-mail: Lawright~ 1 Stamet. Com To Provider: CONTRACT ADMINISTRATOR Accela, Inc. 701 Gateway Blvd., Ste. 151 So. San Francisco, CA 94080-7009 Form.AA.3/27/01 5 Phone: 650-635-0218, ext. Fax: 650-635-1489 E-mail: The addresses identified herein may be changed from time to time with at least ten (10) days written notice to the other Party. 2.9 Insurance. On or before the commencement of the term of this Agreement, Provider shall fumish Agency with certificates showing the type, amount, class of operations covered, effective dates and dates of expiration of insurance coverage in compliance with Coverage described below. Such certificates, which do not limit Provider's indemnification, shall also contain substantially the following statement: "Should any of the above insurance covered by this certificate be canceled or coverage reduced before the expiration date thereof, the insurer affording coverage shall provide thirty (30) days' advance written notice to the City of Paris, TX by certified mail, Attention: Risk Manager." It is agreed that Provider shall maintain in force at all times during the performance of this Agreement all appropriate coverage of insurance required by this Agreement with an insurance company that is acceptable to the City of Paris and licensed to do insurance business in the State of Texas. Endorsements shall name the City of Paris, its boards and commissions, and officers and employees as additional insureds and shall be submitted with the insurance certificates. Coverage. Provider shall maintain Comprehensive general liability insurance coverage in the following minimum limits: $500,000 per occurrence and $1,000,000 in the aggregate - all other If submitted, combined single limit policy will aggregate limits in the axnounts of $1,000,000 will be considered equivalent to the required minimum limits shown above. 3. SUPPORT AND MAINTENANCE FOLLOWING "GO LIVE" During the term of this Agreement, after the "go live" date, all maintenance, repair, and support for the software provided to Agency, as set forth in Attachment A, will be provided free of charge. Provider shall exercise commercially reasonable efforts to correct any error reported by Agency in the current unmodified release of software in accordance with the priority level reasonably assigned to such error by and in the sole discretion of Provider. After the "go live" date, Provider will provide telephone, web, and e-mail support to Agency for purposes of this Agreement free of charge. The Parties agree that Provider is not responsible for support and maintenance of any software or equipment over which it has no ownership, possession, custody, or control. All other support and maintenance not specified in this Agreement will be provided to Agency at $250.00 per hour. Form.AA.3/27/01 6 IN WITNESS THEREOF, the parties hereto have by their duly authorized representatives executed this Agreement on the date written above. This Agreement may be executed simultaneously or concurrently in one or more counterparts, each of which shall be deemed a duplicate original but all of which together shall constitute one and the same agreement. [SIGNATURE PAGE FOLLOWS] Form.AA.3/27/01 7 PROVIDER: ACCELA, INC. AGENCY: By: By: (Primed Name and Title) Michael E. Malone, Ci_ty Manager (Primed Name and Title) By: ATTEST: (Primed Name and Title) Federal Tax ID No. 94-2767678 Mattie Cunningham, City Clerk APPROVED AS TO FORM: Larry W. Schenk, City Attorney Fo rm.AA. 3/27/01 8 Attachment A - Deliverables Accela Automationc function and features. Application Submittal Functions and Features Submittal Functions and Features - Validate property profiles including address, parcel and owners - Assign applicants, tenants, contacts, contractors, architects, engineers, or others - Free style work descriptions and job valuations - Categorize application type up to 4 levels - Flexibly assign workflow, fees schedule, user defined input fields, and inspections to an applications type Query Functions and Features - By address - By parcel - By application number Fees and Payment Fees Functions and Features - Ability to handle fee schedules by application type - Calculate by linear equation formula - Calculate based on units/quantity - Calculate flat fee Contractor Management Functions and Features - Contractor management information - Professional license expiration date - Professional license class - Owner builder exemption - Insurance information - Insurance expiration date - Bonds information Workflow/Plan Review Functions and Features - Basic routing, email notification and task status - Free style comments - User defined workflow - Assigns workflow to application type - Disposition date Permit Issuance Functions and Features - Prints permit and creates audit trails Form.AA.3/27/01 9 Inspection cheduling Functions and Features - Schedules date and time - Cancellations and rescheduling - Adds inspection commems Daily Route and Inspection Results Functions and Features - Creates daily route sheet - Inspection status and status date - Inspection result Reporting - Ad hoc report writer - Daily inspections - Monthly daily reports - Daily activities End of Attachmem A Form.AA.3/27/01 10 Attachment B: Professional Services When an agency elects to use Accela Automation¢, the following services are included: I. Training and Implementation Assistance (a) 12 hours of formal end-user and application administration training via the Intemet through WebEx for an unlimited no. of Accela Automation users. Classes shall be scheduled for the convenience of Agency. (b) Additional training beyond those hours set forth in (a) shall be charged at $250/hour. II. Historical Permit Conversion No Historical Data Migration III. Daily and Monthly Reports Provider will convert (5) critical reports of Agency's choosing from Agency's existing reporting system to Accela Automation at no charge. Any additional conversion will be charged at $250/hour. IV. Assessor Data Loading Provider will perform an initial loading of Agency's assessor data and perform quarterly updates of such data free of charge. More frequent updates will be charged to Agency at a rate of $250/hour. During the quarterly update, any assessor records modified by Agency will not be updated. End of Attachment B Form.AA.3/27/01 11 Attachment C - System Administration Backup and Data Security ¢ Daily backup utilizing HP SureStore DLT Changer 818 and Veritas Netbackup ¢ Daily backup tapes will be removed from the web-hosting facility, Qwest, for redundancy and security ¢ Weekly tapes will be transferred to Provider's office High Availability [] Redundant & fail-over servers [] Disk array [] Multi-processors [] Redundant power supply [] High performance load balancing hardware using F5 Big/IP [] Agency will subscribe to local and national ISP providers to connect to the Intemet using analog modems in case of circuit failure Performance [] Industry standard hardware and software [] Multi-tier software and hardware architecture [] Performance tuning & performance enhancement on a as needed bases [] 100MB burstable ethernet connection and zero hop to the Internet Security of Data ¢ Data will be located off-site at a secure database server C Server will be set up to support multiple agencies, but will preclude other agencies from accessing Agency's data C The data does not leave the secured site at Qwest c Database will be in same format as current database used for existing Provider software, regardless of the application service provider End of Attachment C Fo rm.AA. 3/27/01 12 Physical Facility Security Attachment D - Security [] Provider will CA [] Web hosting [] Web hosting [] Web hosting [] Web hosting service [] Web hosting [] Web hosting [] Web hosting problems contract web hosting facility which currently is at Qwest Communications, Sunnyvale, facility is located at an unpublished location to reduce visibility and vandalism facility has a single entrance with 24 x 7 security guard service facility restricts access personnel with pre-register identification card facility has video cameras located throughout the facility with 24 x7 security guard facility has automated fire alarm and water-free fire suppression equipment facility is powered with UPS and diesel generator backup facility has periodic network hardware check (ping) with email notification of any Network Security [] Provider provides network security with a Net Screen firewall, a turnkey Internet Firewall specially designed for ISP. [] SSL 128Kencryption [] Linux Kernel [] Site to site IPSec VPN [] Comprehensive security logging and alarm features [] Network security audited and certified by independent licensed (Certified Information System Auditor) professional End of Attachment D Form.AA.3/27/01 13 Attachment E: Transaction Fee Schedule Transaction Fees: Agency shall pay provider the following transaction fees: Transaction Volume (by dollar, annualized) Fee (minimum fixed plus fee per dollar in excess of $150,000.00) $0.00- $150,000.00'* $150,000.01- $999,999.99 $1,000,000.00-$1,999,999.99 $2,000,000.00 and up fixed fee of $10,500.00 5% 4% 3% **Accela, Inc. requires a base minimum fee of $10,500 annually to maintainAccelaAutomation ~ If transaction volume collected by the Agency exceeds $150,000.00, Accela will invoice the agency for the difference. City of Paris, TX Building Department Annual *Revenues for fiscal year 2000= $ 81,373 $10,500+ 12 = $ 875 $ 875 per month +Code Enforcement = $ 500 per month (fixed fee) Total $1,375 per month * This is based on the Permit Fees handled by the City of Paris Building Department. As annual Revenues increase/decrease so does the monthly subscription price based on this formula. The transaction fees set forth herein are derived from the following permit fees/costs: Building Permits Plumbing Permits Electrical Permits Sign Permits House Moving Permits Concrete Permits Gas Permits Agency shall pay Provider $500.00 per month for use of the Accela System for code enforcement purposes and non-revenue generating permits. This monthly fee is offered only upon Agency's purchase of the building permit service set forth in this Agreement. Code Enforcement: Condemnation/Dilapidated structures Weeds Junked Vehicles Form.AA.3/27/01 14 Payment Schedule On Agency's execution of this Agreement, Agency shall pay to Provider a one-time, non-refundable fee of $4,125 (First 3 months), to be credited against monthly billings. Agency agrees to pay provider the $4,125 up front cost within 30 days of the execution of this contract. There after, Agency shall pay to Provider monthly installments of $1,375 for the term of this agreement. Agency shall be invoiced. See Sec 1.8 of this agreement. Pricing valid for 30 days End of Attachment E Form.AA.3/27/01 15