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2001-032-Authorizing The Town Manager To Execute An Agreement With Sierra-Accela, Inc. To Upgrade The Town's Permits SoftwareRESOLUTION 2001 - 32 RESOLUTION OF THE TOWN COUNCIL OF THE TOWN OF LOS GATOS AUTHORIZING THE TOWN MANAGER TO EXECUTE AN AGREEMENT WITH :SIERRA/ACCELA, INC, TO UPGRADE 'THE TOWN'S `PERMITS' SOFTWARE. RESOLVED, that the Town of Los Gatos Town Council has determined that an upgrade of the Town's PERMIT'S software is necessary; and RESOLVED, that the Town considered software from other agencies and determined that t11e Town should continue with Sierra/Accela, Inc, .RESOLVED, by the Town Council that the TOWN OF LOS GATOS enter into an agreement for an upgrade of the Town's PERMIT'S software (as outlined in Attachment 1) for an amount not. to exceed `$100,000.00. FURTHER RESOLVED, by the Town Council that the Town Manager is authorized and directed to execute an .agreement with Sierra/Accela, Inc, to upgrade the Town's `PERMITS' software in behalf of the TOWN OF LOS GATOS. PASSED AND ADOPTED at a regular~~meeting of the Town Council held on the 2"d day of April, .2001, by the following vote:. COUNCIL .MEMBERS: AYES: Randy Attaway, Steven Blanton, Sandy Decker, Steve Gliclanan, Mayor Joe Pirzynslci. NAYS: None ABSENT: None ABSTAIN: None ~ ~~ SIGNED:. AYOR O T E TOWN OF LOS GATOS LOS GATOS, CALIFORNIA ATTEST: ~. C- ~, ..._p--- CLERK OF THE TOWN OF LOS GATOS LOS GATOS, C!-~LIFORNIA (~~rd=~~iY~~ ~ OFFICE OF THE TOWN CLERK `PERMITS'Plus ®VERSION AGR L"~ 1/ ~ L'~,`~ ~ AGREEMENT BETWEEN IHH ORD Accela, Inc., hereinafter referred to asAccela, and the Town of Los Gatos CA hereinafter referre o a REC Executed this ~, day of ~' , 2001. User must execute this agreement and return to Accela by Aoril 15"', 2001 to.B~~. x~ QU RECITALS 5'L~ (~ ffG~ ~9~~ O S~/ Accela provides the `PERMITS' Plas ®System, hereinafter referred to as "Software". 6.y,~-~iu ~ L~~~iYc" L Accela provides this "SOFTWARE" and licenses'its use. Customer Town of Los Gatos Address 110 E. Main St. City/State/Zip Los Gatos, CA 95032 Product Name `PERMITS'P[us Accela'Reference WIN01 Release No. 03 or Higher No. of Licenses 20 License Fee $ 8,225.00 (Basic Migration Services and ShippinglHandling) {Using Access Database) (Includes 'PERMITS' Workflow'") ($ 8,225.00) (Basic Migration Services and ShippinglHandling -WAIVED) $10,000.00 (VelocityHall) $12,000.00 (Metroscan Interface) $ .1,760.00 (Sales/Use Tax- 8.00%) $23,760.00 TOTAL* *CONTINGENT UPON THE TOWN UPGRADING FROM'PERMITS'Premier'" MAINTENANCE TO'PERMITS' Gold's MAINTENANCE ON THE'PERMITS'~ PLATFORM. TERMS AND CONDITIONS OF AGREEMENT BETWEEN ACCELA AND USER GENERAL CONDITIONS OF `PERMITS'Plus ®LICENSE A1.00. HEADINGS. Headings are for convenience only and shall not be deemed to be part of this Agreement, A2.00. MODIFICATION. No modification or variation of#his Agreement shall be valid unless in writing signed by both,parties, A3,00. SEVERABILITY. If any provision of this Agreement shall lie construed to be illegal or invalid, the .legality or validity of any other provision .hereof shall not be affected thereby, Any illegal or'invalid provisions of this Agreement shall be construed by a court of competent jurisdiction to have the broadest scope permissible under the law of said Jurisdiction, and if no validating construction is possible, shall be severable, and all other provisions hereofshall remain in full force and effect. A4.00. DELAYS. ;01. Neither party shall be liable, in damages or otherwise, for any delay in the installation and implementation of the "Software" or any component thereof or any service to be rendered by it hereunder, or for failure to give notice of any delay, when such delay is due to the elements, acts of nature, acts of civil or military authorities, acts of the other party which are not provided for in this Agreement and-which cause unreasonable delays in this Agreement by the other party, any delay in transportation or delay in delivery by its vendors beyond its reasonable or actual control, or any other causes beyond the reasonable or actual control of the party. Each,party's schedule of performance shall be extended by a period of time equal to the time lost because of any such delay, provided written notice has been given to the other party of such delay and its estimated duration, within five (5) daysof the time the party has actual knowledge of such delay. .02. Notwithstanding the foregoing, in every case, the delay or failure to perform must be beyond the control, .and without the fault or negligence of, the party claiming excusable delay. GosGatos_migl.doc USER ACCELA, lNC.~ A5:00. PAYMENT. .01. The sum of 23 760.00 for the "Software" services shall be paid within #hirry (30) days after signing this Agreement. .02. User agrees to pay any tax for which it is responsible hereunder, or which is assessed against User, exclusive however, of income taxes based on the income of Accela. If any such tax is.paid byAccela, to reimburse Accela therefore upon receipt by User of proof of payment. .03. This Agreement represents the full and complete understanding of every kind or nature whatsoeverbetween the parties.hereto and all preliminary negotiations and agreements of whatsoever kind or nature are merged herein. No verbal agreements or implied covenant shall be held to vary the provisions hereof. Any modification of this Agreement will be effective only by written execution signed by both User and Accela. :04, This License fee does not include Installation :Services as specified in Exhibit A. A6:00. PATENT AND COPYRIGHT INDEMNITY. .01. Accela agrees to defend., hold harmless and indemnify User from and against any claim., action, liability, cost or damage for infringement of any patent, copyright orsimilar property right (including,'but not limited to, misappropriation of trade secrets) based on any software or any othermaterials furnished hereunder'by Accela. Accela shall have the sole right to conduct the defense of any such claim or action arld all negotiations for its settlement or compromise, unless otherwise mutually agreed #o in writing bythe parties hereto. A7.00. RELATIONSHIP OF PARTIES, :01, At all times during the term of this Agreement, .Accela shall be an independent .contractor and shall not be an officer, agent, or employee of User. User shall have the right to control Accela only insofar as the result of Accela services rendered pursuant to this Agreement. :02. Nothing contained in this Agreement shall be deemed to create a partnership or joint venture. Neither parry shall incur any debts or make commitments forthe other party.. A8.00. "SOFTWARE" SECURITY AND ACCESS. .01. Each party acknowledges that all information .concerning the other party is "Confidential and Proprietary Information". Each party agrees that it will not permit the duplication, use or disclosure of any such Confidential and Proprietary Information to any person (other than its own employees and agents who must have such information forthe performance of obligations under this Agreement), unless authorized in writing by the other party, as allowed by statute. :02. All financial, statistical,,personnel, technical, and other information or data relating to the User, which is designated confidential by he User'but made available to Accela in order to carry out this Agreement, will be protected by Accela from .unauthorized use and disclosure. Accela shall also observe the same or equivalent requirements as are applicable to the User with regard to protecting confidentiality. Accela will .instruct its .personnel to keep such inforration confidential. Accela shall not be .required to keep confidential any data or information which is or becomes publicly available, is already rightfully In Accela's possession, is independently developed by Accela outside the scope of this Agreement,. or is rightfully obtained from third parties. A9.00. USERS INSTRUCTION. .01. Accela shall be responsible for ensuring that its employees, servants, and agents will, whenever on User's premises, obey all reasonable instructions and directions issued by :User. :02. Unless othervvise agreed to by the parties, Accela personnel, while working on User's premises, shall .observe the working hours, working rules and holiday schedules of User applicable to such User premises. User agrees to provide .reasonable working .space, resources and materials which are necessary for the performance of services under this Agreement, provided,'however, that such working space, resources and/or materials are agreed .upon by User for such services and the use of any such working space, resources and/or materials is arranged so as to minimize any disruption to User's normal business operations. .03. User shall be responsible for the input of all data into the computer memory and for reconciliation and accuracy of that data and for taking such administrative steps necessary to input that data. .04. User acknowledges that {I) any modification, change, .addition or substitution to the "Software" or Data Base structure .made by the User or any other third ..party (ii) any interfacing of the "Software" or pata Base with any other program, programs or any other routines, or (iii) any changes to the operating environment may cause "Software" performance degradation or malfunction. User further acknowledges that any corrections to degradation or malfunction caused by such modifications, .interfacing or change shall be made at the sole request and expense of User, and Accela shall have no responsibility for any consequences thereof. .05. The "Software" product, data structure, field descriptions, field definitions, and data relationships are subject to change without notice. These changes may result from product development, enhancements, additional features, bug fixes and/or circumstances beyond the control of Accela. Additional tables and relationships maybe added or removed as product development standards dictate. Third ..party applications (those applications or facilities not supplied by Accela) which may utilize and rely on the data structure and specific .relationships maybe adversely affected by these changes. Third party applications. may be rendered inoperative, or produce results which are .inaccurate or unreliable due to modifications of the data structure. These anomalies, when created by changes in the "Software" data structure, within third party applications are not the responsibility of Accela nor covered under any'level of software maintenance agreement. LosGatos_migl.doc 2 USER ACCELA, lNC.~ .06. Accela, as a policy, does not provide assistance or additional activity development on permit or activity types which have been developed by non-Accela employees running in conjunction with the "Software". Accela has no certification program for third party providers of developmental services within the "Software", nor does Accela recommend the use of third party assistance,providers. Activities and permits developed for.agency use are not covered by any level of software maintenance. .07, .Accela recommends and supports the network configurations as specified in the most recent release ofthe °Software" implementation guide. No other network configurations, specifically any configurations differing from those specifications are supported and/or covered by any level of software maintenance. Any assistance rendered'in support of configurations not specifically approved in advance will be billed at the prevailing time and materials rates for such assistance. .08. Accela shall be entitled to rely upon as accurate and correct any specifications, criteria, maps or any other data furnished by User or others. Ifsubsequent errors are discovered in data furnished by Userwhichnecessitate redoing services, Accela shall be compensated for such extra services. Accela shall not be liable to User forerrors or omissions-in data furnished by User. A10;00. ACCELA, INC. INSTRUCTIONS .01. .Accela shall be responsible for delivery of the Licensed Software Source Code o Accela's escrow account. Licensed Software Source code will be made available from the escrow agent to User if: a) The most current version of the "Software" is not supported by Accela. In such case, copies of `the Software written by Accela and documentation will be provided to the User under the terms of the Maintenance Agreement. Source Code (most current version) will be made available for a fee equal to the .License Fee. User has unrestricted access to all software It has accepted from Accela, but may not transfer source .code or documentation to any other agency, commercial or private business under any conditions. A11;00. APPLICABLE LAW. ;01. This Agreement shall'be governed and construed underthe laws of the State of Califomia. Any action to enforce the provisions of this Agreement shall be filed in a court located in the State of California. A12:00, SOFTWARE LICENSE. :01. Accela ..grants and'User accepts upon the terms and conditions contained herein, non-exclusive,. non-transferable, perpetual license. to unlimited use of "Software" solely for User's own purposes. The license granted under this.Agreement authorizes User to use the "Software" in machine-readable form by 20 noncurrent users. The "Software" shall include in its meaning, documentation and techhical information provided to Userinwritten form for use in connection with the software, ;02. Accela warrants that dt has good title to such "Software" and .that User will have undisturbed use of the "Software" in accordance with theterrns of this Agreement. :03. User expressly agrees that it will not sell, lease, assign or in any way transfer, such "Software" or any rights herein to any person, partnership, corporation or otherentity. .04. User shall include and shall not alter, remove or conceal, any copyright, trade secretor other proprietary notices on the "Software". .05. Title and ownership to the "Software" and Intellectual Property Rights is not hereby nor in any otherway transferred to User. User acknowledges that Accela retains the exclusive right to sell, lease, license, assign, or othennrisetransfer the "Software" (and any module thereof) and that Accela may enterinto similar or identical conveyances of similar or identical rights with other Accela clients. .06. User may not cause or permit disclosure of, or access to, the License Software in whole, 'in part or in any form to any person, firm, corporation or other entity who or which are not salaried employees or agents of the User without the expressed ,prior written consent of Accela. .07. The User .acknowledges that the "Software" contains valuable proprietary information -and trade secrets and that unauthorized dissemination of the "Software" Programs (including, without limitation, disassembly, decompiling or reverse engineering) could cause irreparable harm to Accela. .08. The User shall not make copies ofthe "Software" except that reserve copies of a magnetically recorded "Software" that is delivered on tape or magnetic disk media may be made to protect against "Software" destruction forback-up procedures, .09. The User may copy documentation for its own use provided that copyright and other proprietary notices on any .copies are made in accordance with Accela or its supplier's instructions. A13.00. WARRANTIES. .01. Accela warrants and represents that it has full authority to enter into this Agreement and to consummate the transaction contemplated hereby and that this Agreement isnot In cohflict with any other Agreement to which Accela is a party or by which it may be bound. .02. Accela warrants that the "Software"will meet all advertised specifications in ourmanuals. .03. This warranty is void if; LosGatos_migl.doc USER ACCELA, INC. (a) The "Software" is used in other than its normal customary manner; (b) The "Software" has been subjected to misuse; (c) The "Software" has been subjected to modifications initiated by the customer without. the express prior consent and written approval of Accela. A14.00. WAIVER. :01. It is expressly understood and agreed that no waiver granted by User for any violation of any covenant, term or condition of this Agreement shall be construed to constitute awaiver of the same or anyfurther violation without the prior written approval ofthe User. A15A0. RESOLUTION OF'DISPUTES. :01. It is anticipated that disputes 'between Accela and the User will be resolved between the .parties. Disputes or questions of interpretation may be referred to a committee composed of representatives from Accela and the User. The parties agree that in attempting to resolve disputes they will act promptly, reasonable and in good faith. A16.00, NOTICE. All notices, requests demands and other communication shall be in writing and sent by registered mail, certified .mail or hand .delivery, addressed to the party's principal place of business herein written. .Either party may by notice in writing, direct that future notices or requests, or demands be sent to a-.different address. Noticesgiven by mail shall be deemed given upon deposit in the United States mail. Notices given by hand delivery shall be deemed given at the time of actual delivery. ACCELA, iNC. Accela, Inc. 1731 West Walnut Avenue Visalia, California 93277 USER Town of Los Gatos 11.0 E. Main St, Los Gatos, CA 95032 User hereby acknowledges that. User has read this Agreement, understands it and agrees to be bound by its terms and conditions. User further agrees that it is the complete and exclusive Agreement between User and Accela relating to the subject matter of this License. User acknowledges rece(pt from Accela of a true copy of 'Agreement. ACCELA, INC. By: Typed: Eddie Ausherman, General Manager for Accela, Inc. 1731 West Walnut Avenue Yisalla, California .93277 USER By, Typed: Debra F ne, Town .Manager Town of Los Gatos 110 E. Main St. Los Gatos, CA 95032 Approved as to form: L V rry P. Korb, Town Attorney ATTEST: Clerk of the Town o£ dos Gatos Los Gatos, California Marian V. Cosgzove, Town Jerk LosGatos_mrgLdoc 4 USER ACCELA, INC,~( Exhibit A SOFTWARE LICENSE AGREEMENT -INSTALLATION SERVICES A. Accela shall provide the following programs and services (Basic Migration Services) relating to the "Software": 1. Migration programs supplied to user for relocating activity types to the `PERMITS'Plus ®platform. 2. Migration programs to relocate `PERMITS'TM history datato PERMITS'Plus ®. 3. Programs to replace periodic update programs for Contractor's and Assessor's data, when these .programs exist and were originally supplied by Accela. 4. User TrainingtTechhical classes for four (4) days at the Accela site for 2 members of the. agency's staff. SUBTOTAL A Waived B. Cost to Upgrade to 'PERMITS' GoldT^' Maintenance on'PERMITS'T" $324.67 Sales/UseTax on Half of Maintenance Difference (8:00%) $ 12.99 This cost is in addition to the Town's current cost for 'PERMITS' FremierTM maintenance on the 'PERMITS'" platform, The Town must upgrade to 'PERMITS' GoldT" maintenance on the :current 'PERMITS''" platform .prior to migrating to 'PERMITS' Plus® in order to receive the basic migration services :for the total listed in Section A. If the Town decides to remain on 'PERMITS' .Premier'" maintenance, the-cost to migrate will include the total listed in Sections Athrough D - along with half ofthe Town's current license fee. The difference from 'PERMITS' Premier's maintenance to 'PERMITS' Gold'" maintenance .(with 20 concurrent users) is $1,948;00, This amount is prorated for~the remainder of the fiscel year. (Ex: $1.,948:00 divided by 12 months, .multiplied by remaining 2 months (May through June 2001), totaling $324,67.) SUBTOTAL B $ 337.66 C. Additional services, not included as part of the Basic Migration Services described in Paragraph A above, may be contracted for on a time and materials basis at the prevailing rates. Rlease note that 'this estimate is based on the Town migrating 40 active permit types. and 0 inactive permit types. Hours Budgeted Dollars Budgeted 1. Travel to and from Agency Site (3 trips) 27 $ 2,484,00 2. Design/Review Assistance A N/A 3. Activity Development Assistance (lJp to _ activities) 0 N/A 4. Implementation Consulting 20 $ 1,840.00 5. Additional Training (1 day) 1 day $ 4,100.00 6. DBMS Assistance 0 N/A 7, ODBC Drivers N/A N/A 8. Document Assistance .240 $22,080,00 9. Scripts Assistance 240 $22,080.00 10. Reports Assistance 0 N/A 11, System Modifications 0 N/A 12. Estimates 0 N/A 13. Travel Expenses N/A $ 3,186;00 14. Other (Phone Assistance -Not to exceed) 10 $ 920.00 15. Other (Data Load/Unload-Not to exceed) 30 $ .2,760.00 16. Other (On site assistance - Not to exceed). 96 $ 8,832.00 17. Workflow Assistance (Not to exceed) 36 $ 3,312.00 SUBTOTAL C 568,594:00 D. Shipping and Handling SUBTOTALD Waived E. Peripheral Technologies, when added to the `PERMITS'Plus ®system are priced independently. Cost Included Dollars Budgeted `PERMITS' Plus ® $ 0 Yes `PERMITS'POSTM $12,500.00 No 0 `PERMITS'TrueGISTM $16,500,00 No 0 VelocityHaI1TM $10,000.00 Yes $10,000.00 `PERMITS'Scan-It TM $ 5,000:00 No 0 `PERMITS' Voice TM $16,500.00. No 0 Metro Scan Interface $12,000.00 Yes $92,000.00 `PERMITS'ConnectTM $16,500.00 No 0 `PERMITS't?J~ceLink TM $ 2,000.00 No 0 Sales/Use Tax (8.00%) $1,760.00 SUBTOTAL E $23,760.00 Accela shall submit bi-weekly invoices to User detailing the installation services provided and the time and expense incurred. User shall .pay such invoices within thirty (30) days. These costs do not include .Drivers, Emulators, Report Generators, Database Engines (except for Access), Computer or .Networking .hardware/software. Client/Server support will carry an additional support premium of $3,000:00. Other consulting and onsite assistance. is .available at our prevailing rates. Assistance estimate is based on work being performed by the agency and amounts to telephone support only. LosGatos_migl.doc S USER ACCELA, INC, EXHIBIT B P~easc N~~te:l~~ures in reed will. ~o i:nto offeet if a~reen~ents ire i~ot executed by the f:oTl«wi1~ date: April 15~}', 2001.. April 5, 2001 ESTIMATE #: 7598 TOWN OF LOS GATOS, CA ESTIMATE OF COSTS TO CONVERT FROM `PERMITS' TM TO `PERMITS'Plus WITH GOLD MAINTENANCE IN EFFECT (20 User License ') These costs will expire April 18th, 2001 A._Accela, Inc. shall provide the following programs and services (.Basic Migration Services) relating to the "Software": 1. Migration programs supplied to user for relocating activity types to the `PERMITS' Plus ®platform. 2. Migration programs to relocate PERMITS' TM history data to `PERMITS'Flus ®. 3. Programs to replace periodic update programs for Contractor's and Assessor's data, when these .programs exist and were originally supplied by Accela, Inc, 4. User Training/Technical classes for four {4) days at the Accela, Inc. site for 3 members of the agency's staff. TOTAL $ 8,000:00 SUBTOTAL A WAIVED 2 SUBTOTAL A $ ~ 6, 000.002 B. Cost to Upgrade to'PERMITS' Gold~'M Maintenance on'PERMITS' ~' $324.67 Sales/Use Tax on Half of Maintenance Difference {8.00%) $ 12.99 This cost is in addition to the Town's current cost for'FERMITS' Premier'T" maintenance on the 'PERMITS'' platform. The Town must upgrade to 'PERMITS' Gold" maintenance on the current 'FERMITS'~' platform prior to migrating to 'PERMITS' Plus® in order to receive the basic migration services for the total listed in Section A. If the Town decides to remain on 'PERMITS' Fremier~` maintenance, the cost to migrate will include the total listed in Sections A through D along with half of the Town's current license fee. The difference from 'PERMITS' Fremier'~ maintenance to 'PERMITS' Gold" maintenance {with 20 concurrent users) is $1,948.00. This amount is prorated for the remainder of the fiscal year. (Ex: $1,948.00 divided by 92 months, multiplied by remaining 2 months (May through June 2001), totaling $324.67.) 'SUBTOTAL B $ 337.66 SUBTOTAL B $ 337.66 LosGatos_migl.doc 6 USER ACCELA, INC. ~~ ESTIMATE OF COSTS TO CONVERT FROM `PERM'ITS' TM TO `PERMITS' Plus WITH GOLDMAINTENANCE IN EFFECT (CONTINUED) C. Additional services, not included as .part of the Basic Migration Services described in Paragraph A above, may be contracted for on a time and materials basis at the,prevailing .rate. Please note. that this estimate is based on the Agency emigrating 40 active permit types and 0 inactive,permit types. Hours Budgeted 1. Travel to and from Agency Site (3 trips) 27 2. Design/Review Assistance 0 3. Activity Dev. Assistance (Up to _ activities)0 4. Implementation Consulting 0 5, Additional Training (per day) 1 day 6. Workflow Assistance (Up to) 36 7. DBMS Assistance 0 8. ODBC Drivers N/A 9. Document Assistance 240 10. Scripts Assistance 240 11. Reports Assistance 0 12. System Modifications 0 13. Estimates 0 14.Travel Expenses (3 trips) N/A 15.Other (Phone Assistance -Not to exceed} 10 16.Other (Data Load/Unload -Not to exceed) 30 17.Other (On-Site Assistance -Not to exceed) 96 Dollars Dollars Rate Rate Budgeted Budgeted $ 92.00 $105.00 $ 2,484.00 $ 2.835.00 $ 92.00 $705.00 $ N/A $ N/A 92.00 $105.0 0 $ N/A $ N/A $ 92.00 $1.05:00 $ 9 ,840.00 $ 2,100.00 $1,100.00 $105:.00 $ 1,1D0:00 $ 1.100,00 $ 92.00 $105.00 $ 3,312.004 $ 3, 780.004 $ 140.00 $170.00 N/A N/A N/A N/A N/A N/A $ 92.00 $105.00 $22;080.00 825,200:D0 $ 92.00 $105,:00 $22,080:00 $25,200.00 $ 92.00 $105.00 N/A N/A $ 92.00 $105,00 N/A N/A $ 92.00 $105, 00 N/A N/A N/A N1A $ 3,186,00 $ 3,186..00 $ 92.00 $105.00 $ 920:00 $ 1, 050, 00 $ 92;00 $105.00 $ 2,760.00 $ 3, 9.50.00 $ 92:00 $105.00 $ 8,832:00 $10, 080.00 SUBTOTAL C: $68,594.00 a SUBTOTAL C $77; 681.00 s D. Peripheral Technologies, when added to the `PERMITS'Plus ®system are priced independently. Dollars Cost. Included Budgeted `PERMITS' Plus ® $ 0 Yes `PERMITS'POS TM $12,500.00 No N/A PERMITS'TrueGIST"' $16,500.00 No N/A VelocityHallT"" $10,000.00 Yes $10;000:00 `PERMITS'Scan-It TM $ 5,000.00 No N/A `PERMITS' Voice TM $18,500.00 No N/A Metro Scan Interface $12.;000.00 Yes $12,000.00 `PERMITS'ConnectT"' $16;500.00 No N/A `PERMITS'OffzceLinkTM $ 2,000,00 No N/A Sales/Use Tax (8.00%) $ 1,760.00 SUBTOTAL D $23,760.00 SUBTOTAL ~ $23, 760:00 E. Shipping and Handling Shipping and Handling SUBTOTAL E $ 225..00 (Waived) SUBTOTAL E $ 225.00 LosCatos_migl.doc 7 USER ACCELA, INC. ESTIMATE OF COSTS TO CONVERT FROM `PERMITS' TM TO `PERMITS'Plus WITH GOLD MAINTENANCE IN EFFECT (CONTINUED) F. `PERMITS'Gold TM Maintenance (Using an Access Database) $6,904.002 $6,904.002 {20 users) (This is the annual fee for `PERMITS'Plus ®Gold Maintenance) {includes Business License and Being Listed asAdditional .Insured) Annual Maintenance Support for'PERMITS' Workflow' $ 662.00 $ 662.00 Annual. Maintenance Support for Metroscan Interface $1,322.00 $1,.322.00 Plus sales/use tax on half of the above .Maintenance (8.00 %) $ 355.52 5 355.52 SUBTOTAL F $9,243.52 SUBTOTAL F ~9, 243.52 TOTAL (A+B+C+D+E) (Reflects $8,225.00 in Discounts) $92,691.662 TOTAL ANNUAL MAINTENANCE $ 9,243.52 TOTAL (A+g+C+D+E) $118,003.662 TOTAL ANNUAL MAINTENANCE $ 9,243.52 ' Please note that per the Town's conversation with Larry Pruitt on July 17, 2000, we have decreased the Agency's concurrent licenses from 50 to 20 in an effort to reduce the Town's annual maintenance. However, if the Town decides to .purchase additional licenses in the future.:, the 30 licenses that have been dropped by the Town cannot be credited. Instead, these licenses will need to be repurchased. 2 If the Agency uses any supported database other than Access, an additional .license fee of $3,000.00 and an additional support premium of $3,000.00 will be included. Assistance hours will also be necessary. Merant Drivers will be needed if using an Oracle database for performance reasons. s This estimate is based on the following information supplied by the Agency; the number of active and inactive composition types that will be migrated, the number of gigabytes of data (number of records. ex; address, parcels, contractors, and A/P/D's) that will be converted (this information is located in the BTR files), the number of years of data, and samples of all documents. Please note that the .Agency will still be responsible for final testing and sign- off, If the Agency has any custom reports that will be .migrated, Accela, Inc. will need to review these .reports in order to provide an estimate of assistance. 'For detailed information on the migration process, please refer to the Migration Letter. 41f the Agency is currently using the routing feature, then `PERMITS' WorkflowTM will be provided at no additional charge. However, the Agency will still'be responsible for any associated assistance and annual maintenance. These hours have been outlined above. If the Agency is not interested in pursuing 'PERMITS' Workflow's at this time, the associated hours may be removed. However, please note that once agreements are executed, 'PERMITS' WorkflowT'" will be offered as an additional .peripheral technology (current cost of $22,000.00). These costs do not include Drivers, Emulators, Report Generators, Database Engines {except for Access), Computer or Networking hardware/software. Other consulting and onsite assistance is available at our prevailing rates. The above estimates/quotes are being ...proposed as an entire project. The removal or change of any items will affect the entire bid. The removal of any items will need to be reviewed by Accela, Inc. to determine the impact, 'both financial .and from a project management view on the entire project. This quote supersedes any previous written or verbal estimates for product and installation services. LosGatos_migl.doc 8 USER ACCELA, INC. ~" OFFICE Or' THE TOWN C~~~ PERMITS' Plus ® AGR ®l ~ ~ `~ J AGREEMENT BETWEEN IHH' Accela, Inc., hereinafter referred to as Accela, and the Town of Los Gatos. CA hereinafte~efenrre o as User, Executed this L day of ~..~-~ 2001. R,EC User must execute this agreement and return to ^cA cela by April 7 5~', 2001 to ~®1 ~ ~~ ! RECITALS .5~~ ~4~~2i ~ 1. v~ O _ Accela provides "SOFTWARE MAINTENANCE" for the product listed below. Software maintenance provides both software update service and software problem resolution service. While there is no charge for updates while under annual .maintenance agreement, substantial product enhancements may carry a nominal charge. Customer Town of Los Gatos Address 110 E. Main St. City/State/Zip Los Gatos, CA 95032 Product Name `PERMITS'Plus Accela Reference No WIN01 Release No 03 or Higher No, of Licenses 20 Fee Plus Tax $6,904:00 :(Includes Business License and Being Listed as Additional Insured) (Using Access Database) $ 662.00 ('PERMITS'Workflow'") $1.,322.00 (Metroscan Interface) 355:52(8:00% Sales Tax) $9,243.52 TOTAL* *CONTINGENT UPONTHE TOWN UPGRADING FROM''FERMITS'Premier'~ MAINTENANCE TO 'PERMITS' Gold's MAINTENANCE ON THE'PERMITS'~ PLATFORM. TERMS AND CONDITIONS OF AGREEMENT BETWEEN ACCELA AND USER GENERAL CONDITIONS OF `PERMITS'Plus ®SOFTWARE MAINTENANCE A1:00. HEADINGS. Headings areforconvenience only and shaltnot be deemed to be part of this Agreement. A2:00. MODIFICATION. No modification or variation of this Agreement shall be valid unless in writing signed by both parties. A3,00. SEVERABILITY.1f any provision of this Agreement shall be construed to be Illegal or invalid, the'legality or validity of any other provision hereof shall not be .affected 'thereby. Any illegal or invalid ,provisions of this Agreement shall be construed by a court of competent jurisdiction to have the broadest scope permissible underthe law of said jurisdiction, and if no validating construction is possible, shall be severable, and all other provisions hereof shall remain in fullforce and effect. A4:00. DELAYS. .01. Neither party shall be liable, 'in damages or otherwise, for -any delay in the service to be rendered hereunder, or for failure to give notice of any delay, when such delay is due to the elements, acts of nature, acts of civil or military authorities, acts of other party which are not provided for in this Agreement and which cause unreasonable delays in this Agreement by the other party, any delay in transportation or delay in delivery by its vendors beyond its reasonable or actual control, or any other causes beyond the reasonable or actual control of the party. .Each ,party's schedule of performance shall be extended by a period of time equal to the time lost because of any such delay, provided written notice has been given to the other party ofsuch delay and its estimated duration, within five (5) days of the timethe party has actual knowledge of such delay. .02. Notwithstanding the foregoing, in every case, the delay or failure to perform must be beyond the .control, and without the fault or negligence of, the party claiming excusable delay. A5.00. STATEMENT OF WORK. :01. Accela .agrees to perform Software Maintenance. While there is no charge for `PERMITS' Plus ®updates while under this annual maintenance agreement, substantial product enhancements will be offered under a separate Agreement. LosGatos mail.doc USER ACCELA, INC. .02. This Agreement represents the full and complete understanding of every kind or nature whatsoeverbetween the..parties hereto and all preliminary negotiations and agreements of whatsoever kind or nature are merged herein. No verbal agreement or implied covenant shall be held to vary the provisions hereof. Any modification of this Agreement willbe effective ohly by written execution signed by both Userand Accela. .03. Accela shall provide User with a reasonable amount of consultation by telephone to assist the User in software problem resolution of the `PERINITS'Plus ®software, during Accela's normal working hours. :04. Accela shall provide User with remedial maintenance of software to substantially conform the software to Accela's published program specification for that release .level of software identified in the most current release, Accela shall, within a reasonable time period, supply computer program code to correct any reproducible error created by the `PERMITS' Plus ®software, provided that Accela's diagnostics indicate that such non-conformity or error was in existence during the subscription .period or during the initial Warranty Period extended to the User in the purchase agreement for Accela software. :05. Suspected `PERMITS' Plus ~ error conditions will be investigated and corrected by Accela personnel at Accela's offices to the extent possible. Onsite corrections shall be at the exclusive judgment. of Accela at no additional cost to the User. User may, however, request that Accela conduct such investigations and travel to the location of the User at the User's request; User will pay Accela for reasonable travel and subsistence expenses. if Accela, in its .reasonable judgment, determines Ghat the suspected error condition was attributable to a cause other#han an error in the `PERMITS' Plus ®software or an enhancement by Accela, the User will pay for Accela's efforts on a time and materials basis at the then prevailing rates. " .06. Accela may provide the User with unsolicited error corrections orehanges #o the software, without additional charge, which Accela determines are necessary for proper operation of its software, and User shall incorporate these corrections or changes .into the software within 180 daysof release by Accela. Accela will provide all documentation changes necessary as a result of changes to the software. :07. Accela will provide User all enhancements released by Accela as standard enhancements, and. which are generally made available to other users purchasing comparable software during the term of this Agreement. A8;00. TERM OF AGREEMENT. :01. The term of this Agreement shall commence on July 1, 2001 and shall terminate on the following 30th day of June. Thereafter, the Agreement maybe renewed on a yearly basis on July 1st of each year, if mutually agreed upon by both parties. .02. Payment for software .maintenance services .must be paid yearly in advance. A late charge equal to 10% of the total invoice amount, will be applied to any invoice not paid within thirty (30) days of the invoice date. User may not skip any period and then resubscribe to User support at mater date without paying thefees missed. No refunds will'be paid forunused supportfor lJsers who terminatesupport, ;03. Custom programming/consulting or additional software .problem resolution service, will be billed in addition to yearly software maintenance and will be billed at Accela prevailing rate. These services will be covered under a separate Agreement. ,04. Exclusive, however, of income taxes based on the'income of Accela, which taxes shall be paid by Accela, User agrees to pay any tax forwhich it is responsible hereunder', or which is assessed against User directly, and, rf any such tax is paid by Accela, to reimburse Accela therefore upon receipt by User of proof of payment. SalesJUse tax will be .charged on 50% of the fee for State of California agencies and 100% of the fee for State ofWashngton agencies, ,05. Total payment for software problem resolut(on service and software enhancements under the terms of this Agreement shall not exceed 8 888.00 year unless approved in writing'by both parties. Plus sales tax forCalifomia 355.52 for agrand total of 9 243.52. A7.00. RELATIONSHIP OF PARTIES. :01. At all times during the term of this Agreement, Accela shall'be an independent contractor and shall not be an officer, agent, or employee of User. User shall have the right to control Accela only insofar as the result of Accela services rendered pursuant to this Agreement.. ,02. Nothing contained inthis Agreement shall be deemed to create a partnership or joint venture. Neither party shall incur any debts or make commitments for the other party. A8.00. SYSTEM SECURITY AND ACCESS. .01. Each party acknowledges that all information concerning the other party is "Confidential and Proprietary Information". Each parry agrees that it will not permit the duplication, use or disclosure of any such Confidential and Proprietary Information to any person (otherthan its own employee who must have such information for the performance of obligations under this Agreement), unless authorized in writing by the other party or as required by law. .02. No'Infomtation, reports, documents or any other materials given to or,prepared by Accela, or to which Accela has access by reason of Agreement, shall be made available to any individual or organization other#han User or User's employees withouYthe priorwritten approval of the User except. as required by law, .03. All financial, statistical, personnel, technical, and other information or data relating to the User, which is designated confidential by the User but made available to Accela in order o carry out this Agreement, will be protected by Accela from unauthorized use and disclosure. Accela shall also observe the same or equivalent requirements as are applicable to the User with regard to protecting confidentiality, Accela shall Instruct its personnel io keep such information confidential. Accela shall not be required. to keep confidential .any data or information which is or becomes publicly available. LosGatos mail.doc 2 USER ACCELA, INC. / .~ A9;00. HOLD HARMLESS CLAUSE, .01. During the term of this Agreement Accela will use its best efforts to .maintain the software free of defects and imperfections that would prevent the software from performing according to the original or then prevailing specifications set forth 'in Accela's published manuals. Except for any express warranty contained .herein, Accela makes no :warranty of any kind whatsoever, either express or implied, including without limitation, and express or implied warranties of merchantability and/or fitness for a,particular purpose. The. express warranty and exclusive remedy stated herein is in lieu of all liabilities or obligations of Accela fordamages arising out of or in connection with the delivery, use, or performance of the software or breach by Accela of any term of this Agreement. In no event shall Accela have :any obligation or liability for damages, whether direct, incidental, consequential, or of any other nature whatsoever, even if Accela has been advised of the possibility of such damages. A10,00. USERS INSTRUCTION. .01. Accela shall be .responsible for :ensuring that its employees, servants, and agents will, whenever on 'User's premises, obey all reasonable instructions and directions issued by User. .02. .Unless otherwise agreed by the parties, Accela .personnel, while working on User's .premises, shall observe the working hours, working rules and holiday schedules of User applicable to such Userpremises. User agrees to provide reasonable working space, resources and .materials which are necessary forthe performance of services under this Agreement, provided, however, that such working space, resources and/or materials are agreed upon by'User for such services and the use of any such working space, resources and/or materials is arranged. so as to minimize any disruption to User's normal business operations. .03. User agrees-that alt enhancements provided by Accela shall be the exclusive property of Accela pursuant to the previous Accela Software License Agreement. .04. Userwill be responsible for maintaining the. computer hardware, communications equipment, telephone lines, cabling, modems, and all other hardware equipment, User will make :available computer time for the testing and maintenance of software. User will make available all necessary supplies such as paper, magnetic tape, and disks. .05. Software service requires the installation by the User of any industry standard 28:8 (minimum) modem, PC Anywhere software or similar product approved by Accela at Userexpense. Internet access may-also be provided by the User. These types ofaccess will permit Accela to detect software diagnostics, changes, and corrections from a remote location, when appropriate. .06. Maintenance service is provided during Accela's normal work week. Certain critical conditions may exist which require work outside these hours, and Accela will make a best effort to respond. However, Accela .reserves the right to provide a price quotation and estimate of time for service requested by the User which requires substantial work outside Accela's normal working hours. .07, The "Software" product, data structure, field descriptions, field definitions, and data relationships are subject to change without notice. These changes may result from ,product development, enhancements, additionalfeatures, bug fixes and/or circumstances beyond the control of Accela. Additional tables and relationships may be added or removed as product development standards dictate. Third party applications (those applications or facilit(es not supplied by Accela) which may utilize and .rely on the data structure and specific relationships may be adversely affected by these changes. Third party applications may be rendered inoperative, orproduce results whioh are inaccurate or unreliable due to modifications ofthe data structure. These anomalies, when created by changes in the "'Software" data structure, within third party applications are not the responsibility of Accela nor covered under any level of software maintenance agreement. .OS. Accela, as a policy, does not provide assistance or additional activity development on permit or activity types which have been developed by non-Accela employees running in conjunction with the"Software". Accela has no certification program for third partyproviders of developmental services within the "Software", nor does Accela recommend the use of third party assistance providers. Activities and permits developed for agency use are not covered by any level of software maintenance. .09. Accela recommends and supports the network configurations as specified in the most recent release of the "Software" implementation guide. No other network configurations, specifically any configurations differing from those specifications are supported and/or covered'by any level of software maintenance. Any assistance rendered in support of configurations not specifically approved in advance will be billed at the prevailing time and materials rates for such assistance. A11:00. COMPLIANCE WITH LAWS. :01. Accela agrees to comply with all laws, .regulations, rules and guidelines of the Federal, State and Locel jurisdictions and any agency thereof governing Accela and its operations. .02. This Agreement shall be governed and construed under the laws of the State of California. Any action to enforce the provisions of thisAgreement shall be filed in a court located in the County of Tulare, CA. .03. There shall be no discrimination on the basis of race, sex, religion, or national origin against any person .employed by Accela forthe performances of services herein described. A12.00. WARRANTIES. Accela warrants and represents that it has full authority to.enter into thisAgreement and to consummate the transaction contemplated hereby and that this Agreement is not in conflictwith any other agreement to which Accela is a party or by which it may be bound. (..~ LosGatos mail.doc 3 USER ACCELA, INC. A13.00. TERMINATION. .01. This Agreement automatically terminates on June 30th each year, and is subject to renewal only if mutually agreed upon. A14.00. WAIVER. .01. It is expressly understood and agreed that no waiver granted by the'User for any violation of any covenant, term or condition of this Agreement shall be construed to constitute a waiverofthe same of any further violation without the priorwritten approval of the User. A15.00. ASSIGNMENT AND DELEGATION. .01. Usershall not assign, sublet ortransfer any interestimor duty under this Agreementwithout the written consent of Accela. A16.00. RESOLUTION OF DISPUTES. .01. Jt is anticipated that disputes between Accela and the User will be resolved between the parties. The parties agree that in attempting to resolve disputes they will act promptly, reasonably, and in good faith. A17,00, NOTICE, All notices, requests, demands and other communication shall be in writing and sent by registered mail, certified mail or hand delivery,. addressed to the party's principal place of business herein written. Either party may by notice in writing, direct that future notices, requests, ordemands be sent to a different address. Notices given by personal delivery shall be deemed given at the time of actual delivery. ACCELA, INC. Accela, Inc. 1731 West WalnutAvenue Visalia, California 93277 USER Town oftos Gatos 110 E. Main St. ios Gatos, CA 95032 A18.00. ACCELA INSTRUCTIONS :01. Accela shall be responsible for delivery of the 'Software' Source Code of PERMITS' Plus ®to Accela's escrow account. Source code for those modules will be made available from the escrow agent to User if: a) The most current version of the "Software" is not supported. In such case 1f User is actively covered under this Agreement, copies of the 'Software' (most current version) will be provided to the User under the terms of this Agreement. The Source Code for all these .modules created by Accela will be .made available for a flee equal to the total License fee .paid by the User to Accela. User has .unrestricted access to the 'Software' it has accepted from Accela. However, User is bound by the original terms oftheir License Agreement and may not transfer the'Software' under any terms. User hereby acknowledges that User has read this Agreement understands it and agrees #o be bound by its terms and conditions, User :further agrees that it is the complete and exclusive Agreement between User and Accela relating to the subject .matter of this Agreement. User acknowledges receipt from Accela of a true copy of this Agreement. IN WITNESS WHEREOF, the parties h e executed this Agreement as of the day and year first above written. ACCELA, INC. By, ~ Typed: Eddie Ausherman, General Manager for Accela, 'Inc. 1731 West Walnut Avenue Visalia, California 93277 U ER Typed: Town of Los-Gatos 110 E. Main St. Los Gatos, CA 95032 Approved as to form: O _ ~~ Orry orb, Town Attorney LosGatos mail.doc ATTEST: Clerk of the Town of Los Gatos Los Gatos, Califa~'nia Marian O. Cosg , Town Clerk r~~~ USER ACCELA, INC. ,_ ~ ~. SOFTWARE LICENSE AGR EMENT -.INSTALLATION SERVICES A, Accela shah provide the following programs and services jBasic Migration Services) relating to the "Software"; 1. Migration programs supplied to userfor relocating activity types to the `PERMITS'Pltu ®platform, 2, Migration,programs to relocate PERMITS'T^+ 3. Programs to replace .periodic update programsoryforaContracE~ and Atssessor's data, when these programs exist and were origlnallysupplied by Accela, 4, User Traininglfechnical classes fortour (4) days at the Accela site for 2 members of the agency's staff. SUBTOTAL A Waived '`~ ^ost to Upgrade to'PERMI2'S' GoldrN Maintenance on PERMITS' .' Sales/Use Tax on Half of Maintenanoe'D(fference (8,00%) $324,67 This cost 1s in .addition to the Town's current cost for 'PERMITS' Premier'" maintenancelon the `PERMITS''"platform, The Town must upgrade to PERMITS' Go/dTM maintenance on the current 'PERMITS''" platform .prior to migrating fo 'PERMITS' Plus® In order to receive the basic migration services forthe total'llsted in Section A. 1f the Town decides to jemaln on 'PERMITS' ` Pre»riec'" maintenance, the cost to migrate will include the total listed in Sections A through 'D .along with half of the Town's current license fee. The. difference from 'PERMITS' Premier'" maintenance to 'PERMITS' Gold'" maintenance (with y 20 concurrent users) is $1,948:00, This amount is prorated for the rema(nderofthe fiscal year, (Ex: $1,948,00 divided by 92 .months, multiplied by remaining 2 months {May through June 2001), ~ totaling $324.67.) 8UBTOTAL B $ .337.66 C ° Additional services,. not Included as part of the Basic Migration Services described in .Paragraph A above, maybe contracted for on a time and materials basis at the prevailing rates, Please note that this estimate is based on the Town migrating 40 active permit types and O inactive permit ypes, ;, ". 1, Travel to and from Agency Site (3 trips) Nours 8ud27ted Dollars Budgeted 4 2, Design/ReviewAsslstance 0 $ 2,484,00 w 3, ActlvityDevelopmentAs~istance(Upto,activities) p WA w~ 4, implementation Consulting 20 N/A k 5. AdditionslTraining{1 day) $ 1,840,00 6, DBMS Assistance 1 day $ 1.,100:00 7, ODBC Drivers 0 N/A i 8. Document Assistance N/A WA ( 9. Scripts Assistance 240 $22,080:00 10, ReportsAssiatance 240 $22,080.00 • 11. System.Modifications 0 N/A 12, Estimates 0 WA ~ 13, Travel Expenses 0 NIA ?4.Other(1'honeAsslstance - Not to exceed) ~pA $ 3,188:00 15, Other{Data Load/Unload -Not to exceed) 30 $ '920,00 t,° 16, Other(On site assistance -Not to exceed) 96 $ 2,760,00 17. Workflow Assistance (Not to exceed) 36 $ 8,832.00 $ 3,312.00 SUBTOTAL C x88,694;00 D, Shipping and Handling SUBTOTAL D Waived E. '.Peripheral Technologies, when addedto the PERMITS'Pku ®system are priced independently, `PERMITS'Plus m Cost included Dollars Budgeted `PE1eMITS'POS Ty $ 0 Yes `PERMITS'TrueGIS'~M $12,500;00 No 0 $16,500,00 No 0 Velocit,'Hall''" $1D,000,00 Yes `PE,RMITS'Scan-IrTM $ 5,000:00 No $10,000,00 `PEItM1TS't~oiceTM $1.6,500.00 Np 0 .Metro Scan Interface $12,000.00 0 PEItMITS'CormectTM Yas .$12,000.00 `PERMITS' TM $16,500:00 Nb 0 Sales/Use Ta~00%} $ 2,000.00 No 0 $1,760;00 SUBTOTAL 8 $23,760,00 Accela shall submit bi-weekly invoices to User detailing the installation services provided and the time and expense :incurred, User shall pay such invoices within thirty (30) days, These costs do not Include Drivers, Emulators, Report Generators, Database Engines (except for Access), Computer or Networking harc;..:...:,software. Client/Server support will carry an additional support premium of $3,000.00, Other consulting and onsite .assistance 1s available at our prevailing rates, Assistance estimate is based on work being performed by the .agency and amounts to telephone support only. LosCaros mlgl,doc s USER ACCEt„4, INC, EXHIBIT B Please Note::k~igu:res in red will. go into effect .f agreenltnts are n.ot executed by the following date: April l ~t", 200.1.. April 5, 2001 .ESTIMATE #: 7598 TOWN OF LOS GATOS, CA ESTIMATE OF COSTS TO CONVERT FROM `PERMITS' TM TO `PERMITS'Plus WITH GOLD .MAINTENANCE IN EFFECT (20 User License ') These costs will expire April 15'", 2001 A. Accela,. inc. shall provide the following programs and services (Basic Migration 'Services) relating to the "Software": 1. Migration programs supplied to user for relocating activity types to the `PERMITS' Plus ®platform, 2. Migration programs to relocate `PERMITS' TM history data to `PERMITS'Plus ®. 3. Programs to replace periodic update. programs for Contractor's and Assessor's data, when these programs exist and were originally supplied by Accela, .Inc. 4, User Training/Technical classes for four (4) days at the Accela, Ina site for 3 members of the agency's staff. TOTAL $ 8,000.00 SUBTOTAL A WAIVED z SUBTOTAL A $16,000.OOZ B. Cost to Upgrade to'PERMITS' Gold~'M Maintenance on'PERMITS'T"~ $324,67 Sales/Use Tax on Half of Maintenance Difference (8.00%) $ 12.99 This cost is in addition to the Town's current cost for `PERMITS' Premier'" .maintenance on the 'PERMITS''" platform. The Town must upgrade to 'PERMITS' Gold"" maintenance on the current ''PERMITS'' platform .prior to migrating to 'PERMITS' Plus® in order to receive the basic migration services for the total listed in Section A. If the Town decides to remain on 'PERMITS' Premier's maintenance,. the cost to migrate will include the total listed in Sections A through D along with half of the Town's current license fee. The difference from 'PERMITS' PremierTM maintenance. to 'PERMITS' Gold" maintenance ..(with 20 concurrent users) is $1,948.00. This amount. is prorated for the remainder of the fiscal year. (Ex: $1.,948.00 divided by 12 months, multiplied by remaining 2 months (May through June 2001), totaling $324:67.) SUBTOTAL B $ 337.66 SUBTOTAL B $ 337.862 LosGatos_migl,doc 6 USER ACCELA, INC, ESTIMATE OF COSTS TO CONVERT FROM `PERMITS' TM TO `PERMITS'Plus WITH GOLD MAINTENANCE IN EFFECT {CONTINUED) C. Additional services, not included as part of the Basic Migration Services described in Paragraph A above, may be contracted for on a time and materials .basis at the prevailing rate. .Please. note that this estimate is based on the Agency migrating 40 active .permit types and 0 inactive permit types. Hours Budgeted 1. Travel to and from.Agency Site (3 trips) 27 2. Design/Review Assistance 0 3. Activity Dev..Assistance. (Up to _ activities)0 4. Implementation Consulting 20 5. Additional Training (per day) 1 day 6, Workflow Assistance (Up to) 36 7. DBMS Assistance 0 8. ODBC Drivers N/A 9, Document Assistance 240 10. Scripts Assistance - 240 11, Reports Assistance 0 12, System Modifications 0 13. Estimates 0 14.Travel Expenses (3 trips) N/A 1b:Other (Phone Assistance -Not to exceed) 10 16.Other (Data Load/Unload -Not to exceed) 30 17.Other (On-Site Assistance -Not to exceed) 96 Dollars Dollars Rate Rate Budgeted Budgeted $ 92,00 $105,:00 $ 2,484.00 $ 2,.835.00 $ 92,00 $105:00 $ N/A $ N/A $ 92.00 $105,0 0 $ NlA $ N/A 92,00 $905.00 $ 1;840.00 $ 2,100.00 $1,100.00 $105.00 $ 1,100.00 $ 1.100.00. $ 92.00 $105,00 $ 3,312,004 $ 3,780.004 $ 140,00 $9.70,00 N/A N/A N/A N/A N/A N/A $ 92.00 $4:05.00 $22,080.00 $25,200,00 $ 92.00 $105.00 $22,080.00 $25,200;00 .92,00 $1.05.00 N/A N/A $ 92;00 $105.00 N/A N/A $ 92.00 $105.00 N/A N/A N/A N/A $ 3,186.00 $ 3,186, 00 $ .92,00 $905.:00 $ 920.00 $ 1,050;00 92,:00 $105, 00 $ 2, 760.00 $ 3,150, 00 $ 92.00 $105.00 $ 8,832,00 $1.0,080.00 SUBTOTAL C: $68,594.00 s SUBTOTAL C $77, 681.00 3 D, Peripheral Technologies, when added to the `PERMITS'Plus ®system are priced independently. Dollars Cost Included Budgeted `PERMITS' Plus `PERMITS'POS TM PERMITS' TrueGIS TM VeloctyHallT "' PERMITS' Scan-It TM `PERMITS' Voice TM Metro Scan Interface `PERMITS' Connect TM `PERMITS' OfficeLink~ Sales/Use Tax (8,00%) $ 0 $1.2,500.00 $46,500.00 $10,000.00 $ 5,000.00 $18,500,00 $12,000,00 $16, 500.00 'M $ 2,000.00 Yes No N/A No N/A Yes $10,000.00 No N/A No N/A Yes '$1:2,000.00 No N/A No N/A $ 1,760.00 SUBTOTAL D :$23,760.00 SUBTOTAL D $23, 760..00 E. Shipping and Handling Shipping and .Handling SUBTOTAL E $ 225.00 (Waived) SUBTOTAL E $ 225.00 LosGatos_migl.doc 7 USER ACCELA, INC. ESTIMATE OF COSTS TO CONVERT FROM `PERMITS' TM TO `PERMITS' Plus WITH GOLD MAINTENANCE IN EFFECT (CONTINUED) F, `PERMITS' Gold TM .Maintenance (Using an Access Database) $6,904.002 $6,904.002 (20 users) (This is the annual fee for `PERMITS'Plus ®Gold Maintenance) {Includes Business Licehse and Being Listed as Additional Insured) $ 662.00 $ 662.00 Annual Maintenance Support for'PERMITS' Workflow's Annual'Maintenance Support for Metroscan Interface $~ X355.52 $1 355.52 Plus sales/use tax on half of'the above Maintenance (8.00 %) SUBTOTAL F $9,243.52 SUBTOTAL F $9,243.52 TOTAL (A+B+C+D+E) (Reflects $8,225.00 in Discounts) $92,691.662 TOTAL ANNUAL MAINTENANCE $ 9.,243.52 TOTAL (A+B+C+D+E) $11 $, 003.662 TOTAL ANNUAL MAINTENANCE $ 9,243.52 'Please note that per the Town's conversation with Larry Pruitt on July 17, 2000, we have decreased the Agency's concurrent licenses from 50 to 20 in an effort to reduce the Town's annual maintenance. However, if the Town decides to purchase additional licenses in the future, the 30 licenses that have been dropped by the Town cannot be credited, Instead, these licenses will need to be repurchased. 2 If the Agency uses any supported database other than Access, an additional license fee of $3,000.00 and an additional support premium of $3,000..00 will be included. Assistance hours will also be necessary. Merant Drivers will be needed if using an Oracle database for performance reasons. a This estimate is based on the following information supplied 'by the Agency; the number of active and inactive composition. types that-will be migrated, the number of gigabytes of data (number of records, ex; address, parcels, contractors., and A/P/D's) that will be converted :(this information is located in the BTR files), the number of years of data, and samples of all documents. Please note that the Agency will. still be responsible for final testing and sign- off. if the Agency has any custom reports that will be migrated, Accela, Inc. will need to review these reports in order to provide an estimate of assistance. For detailed information on the migration process, please refer to the Migration Letter. 41f the Agency is currently using the routing feature, then `PERMITS' WorkflowTM will 'be provided at no additional charge. However, the Agency will still be responsible for any associated .assistance and annual maintenance. These .hours have .been outlined above. if the Agency is not interested in pursuing 'PERMITS' Workflozu'~" at this time, the associated hours may be removed. .However, please note that once agreements are executed, 'PERMITS' WorkflowT"' will 'be offered as an additional peripheral technology (current cost of'$22,000.00). These costs do not include .Drivers., Emulators, Report Generators, Database Engines (except for .Access), Computer or Networking hardwarelsoftware. Other consulting and onsite assistance is available at our prevailing rates. The above estimates/quotes are being ,proposed as an entire project. The removal or change of any items will affect the entire bid. The removal of any items will need to be reviewed by Accela, Inc. to determine the impact, both financial and from a project management view on the entire ..project. This quote supersedes any .previous written or verbal estimates for product and installation services. USER ACCELA, INC. C/`J GosGatos_mlgl.doc