Item 13 Staff Report Adopt Resolution Authorizing Town Manager to Enter Into an Agreement with Siera/Accela, Inc, to Upgrade the Town's 'Permits' SoftwareDATE:
TO:
FROM:
SUBJECT:
MEETING DATE: 4/2/01
ITEM NO.
COUNCIL AGENDA REPORT
March 29, 2001
MAYOR AND TOWN COUNCIL
TOWN MANAGER
ADOPT RESOLUTION AUTHORIZING TOWN MANAGER TO ENTER
INTO AN AGREEMENT WITH SIERRA/ACCELA, INC, TO UPGRADE
THE TOWN'S `PERMITS' SOFTWARE.
RECOMMENDATION:
Adopt resolution authorizing Town Manager to enter into an agreement with Sierra/Accela, Inc, to
upgrade the Town's PERMITS' software.
BACKGROUND:
On April 19, 1993, Town Council authorized the purchase of a comprehensive computerized permit
tracking system (PERMITS') with Sierra Computer Systems. This project originated as a joint
effort between the Planning and Building & Engineering Departments with the goal of converting
the permit processes from manual to an automated process. `PERMITS' also provides a tracking
system for applications and provides a parcel history which includes applications/permits and
associated fees, violations, nonconforming uses, parking assessment district data, zoning, historic
status, and census tract.
DISCUSSION:
PERMITS is currently run on a Unix and Informix system,which is out of date. The Town is the
only agency that has not upgraded to `PERMITS' Plus. Over the last three years, Sierra Computer
Systems has encouraged the Town to change to a windows system (`PERMITS' Plus) as others have
done. The Town was reluctant to upgrade earlier to ensure that all complications that typically occur
when computer systems are upgraded had been resolved. If the Town stays on the current system,
Sierra has stated that they will no longer provide technical support to the Town. The windows
system is a newer software which is easier to use and will provide additional capabilities of inputting
additional tracking information. Ultimately, it is possible that certain types of building and planning
applications could be filed over the internet.
PREPARED BY: Bud N. Lortz,
Director of ommunity Development
Reviewed by: Attorne I Finance Revised: 3/29/01 5: 4 Y e� 5 PM
Reformatted: 7/14/99
PAGE 2
MAYOR AND TOWN COUNCIL
SUBJECT: RESOLUTION AUTHORIZING AGREEMENT WITH SIERRA/ACCELA, INC.
March 29, 2001
The current cost for the upgrade is $79,731.66 if an agreement is executed by April 15, 2001
(Attachment 1). After that date, the cost of the upgrade will increase to $105,043.66 which is an
increase of $25,312.00.
Sierra has an additional software product, an Assessor Parcel Conversion, which staff is
recommending to be included with the purchase. This product would allow a faster, easier, and more
accurate method of updating assessor information used for public noticing. The current method is
very time consuming and complicated and mistakes occur which must be manually corrected.
Therefore, it is recommended that an additional $12,000 be allocated to the include the purchase of
this software. The total funding amount recommended including minor contingency is $100,000.00.
CONCLUSION:
To ensure continued support for the Town's Permit Tracking System and to increase the capabilities
of the tracking system at a significant cost savings, it is recommended that Council authorize the
Town Manager to enter into an agreement with Sierra/Accela, Inc, to upgrade the Town's
`PERMITS' UNIX software to `PERMITS' PLUS software.
ENVIRONMENTAL ASSESSMENT:
Is not a project defined under CEQA, and no further action is required.
FISCAL IMPACT:
Approve transfer of $100,000 from the Approved 2000-01 Operating Budget in the Management
Information System Fund currently budgeted for Document Management system improvements
($400,000) to allow acquisition of the Sierra System software upgrade.
Attachments:
1. Resolution Authorizing Town Manager To Execute Agreement With Sierra/Accela, Inc.
Attachment 1. Cost Estimate for Conversion (three pages) received March 27, 2001.
Distribution:
Larry Pruitt, Sales Executive, SierralAccela, Inc.
RESOLUTION
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
the 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 day
of , 2001, by the following vote:
COUNCIL MEMBERS:
AYES:
NAYS:
ABSENT:
ABSTAIN:
SIGNED: /s/ Joe Pirzynski
MAYOR OF THE TOWN OF LOS GATOS
LOS GATOS, CALIFORNIA
ATTEST:
/s/ Marian V. Cosgrove
CLERK OF THE TOWN OF LOS GATOS
LOS GATOS, CALIFORNIA
N:\DEV\RESOS\sierra.wpd
Attachment 1
edtt
Please Note: Figures in red will go into effect if agreements are not executed by
the :following date: April 15' . 2001.
March 27, 2001 ESTIMATE #: 7582
TOWN OF LOS GATOS, CA
ESTIMATE OF COSTS TO CONVERT FROM `PERMITS' TM TO `PERMITS' Plus ®
WITH GOLD MAINTENANCE IN EFFECT
(20 User License 1)
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' PIus ®.
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 $ 1 6.000.002
B. Cost to Upgrade to 'PERMITS' Go1dTM 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 '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'" 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 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 $ 337.662
1
CCEL/�. 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 Dollars Dollars
Budgeted Rate Rate Budgeted Budgeted
1. Travel to and from Agency Site (3 trips) 27 $ 92.00 $105.00 $ 2,484.00 $ 2,835.00
2. Design/Review Assistance 0 $ 92.00 $105.00 $ N/A $ N/A
3. Activity Dev. Assistance (Up to _ activities)0 $ 92.00 $105.0 0 $ N/A $ N/A
4. Implementation Consulting 20 $ 92.00 $105.00 $ 1,840.00 $ 2,100.00
5. Additional Training (per day) 1 day $1,100.00 $105.00 $ 1,100.00 $ 1,100.00
6. Workflow Assistance (Not to exceed) 36 $ 92.00 $105.00 $ 3,312.004 $ 3, 780.00`
7. DBMS Assistance 0 $ 140.00 $170.00 N/A N/A
8. ODBC Drivers N/A N/A N/A N/A N/A
9. Document Assistance 240 $ 92.00 S105.00 $22,080.00 $25,200.00
10. Scripts Assistance 240 $ 92.00 S105.00 $22,080.00 $25,200.00
11. Reports Assistance 0 $ 92.00 $105.00 N/A N/A
12. System Modifications 0 $ 92.00 $105.00 N/A N/A
13. Estimates 0 $ 92.00 $105.00 N/A N/A
14.Travel Expenses (3 trips) N/A N/A N/A $ 3,186.00 $ 3,186.00
15.Other (Phone Assistance - Not to exceed) 10 $ 92.00 $105.00 $ 920.00 $ 1,050.00
16.Other (Data Load/Unload - Not to exceed) 30 $ 92.00 $105.00 $ 2,760.00 $ 3,150.00
17.Other (On -Site Assistance -Not to exceed) 96 $ 92.00 $105.00 $ 8,832.00 $10,080.00
SUBTOTAL C: $68,594.00 3
SUBTOTAL C $77, 681.00
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' TrueGIS TM $16,500.00 No N/A
VelocityHallTM $10,000.00 Yes $10,000.00
PERMITS' Scan -It TM $ 5,000.00 No N/A
`PERMITS' Voice TM $16,500.00 No N/A
Metro Scan Interface $12,000.00 No N/A
`PERMITS' Connect TM $16,500.00 No N/A
`PERMITS' OfficeLinkTM $ 2,000.00 No N/A
Sales/Use Tax (8.00%) $ 800.00
SUBTOTAL D
$10,800.00
SUBTOTAL D $10.800.00
E. Shipping and Handling SUBTOTAL E $ 225.00 (Waived)
Shipping and Handling SUBTOTAL E $ 225.00
2
Rik
i \CCEL/ 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 as Additional Insured)
Annual Maintenance Support for 'PERMITS' Workflow $ 662.00 $ 662.00
Plus sales/use tax on half of the above Maintenance (8.00 %) $ 302.64 $ 302.64
SUBTOTAL F $7,868.64
SUBTOTAL F $7,868.64
TOTAL (A+B+C+D+E) (Reflects $8,226.00 in Discounts) $79,731.662
TOTAL ANNUAL MAINTENANCE $ 7,868.64
TOTAL (A+B+C+D+E)
TOTAL ANNUAL MAINTENANCE
$105.043.662
$ 7.868.64
' 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.
3 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.
4If 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'" at this time, the
associated hours may be removed. However, please note that once agreements are executed, 'PERMITS'
WorkflowTM 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.
3
'PERMITS' Plus ® VERSION
AGREEMENT BETWEEN
cJY'CI—'i' L
OFFICE OF THE TOWN CLERK
AGR C'
IHH
ORD
Accela, Inc., hereinafter referred to as Accela, and the Town of Los Gatos, CA hereinafter refe o a
�,ys��� REC
Executed this /0 day of < 2001. ,1
User must execute this agreement and retum to Accela by April 15'1', 2001 to / —
RECITALS
5'e Ate' o/, v s--/
Accela provides the 'PERMITS' Plus ®System, hereinafter referred to as "Software". 6k/»".//1" i L'7vs=*CL.
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'Plus ®
Accela Reference WIN01
Release No. 03 or Higher
No. of Licenses 20
License Fee $ 8,225.00 (Basic Migration Services and Shipping/Handling)
(Using Access Database) (Includes 'PERMITS' Workflow')
($ 8,225.00) (Basic Migration Services and Shipping/Handling - 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"MAINTENANCE ON THE 'PERMITS'" PLATFORM.
TERMS AND CONDITIONS OF AGREEMENT
BETWEEN ACCELA AND USER
GENERAL CONDITIONS OF 'PERMITS' Phu ®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 this Agreement shall be valid unless in writing signed by both parties.
A3.00. SEVERABILITY. If 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 under the law of said jurisdiction, and if no validating construction is possible, shall be severable, and all other
provisions hereof shall 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) days of 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.
LosGatos_migl.doc 1 USER ACCELA, LVC.
A5.00. PAYMENT.
.01. The sum of $23,760.00 for the "Software' services shall be paid within thirty (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 by Accela, 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 whatsoever between 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 or similar property right (including, but not limited to, misappropriation of trade secrets) based on any software
or any other materials furnished hereunder by Accela. Accela shall have the sole right to conduct the defense of any such claim or action and all
negotiations for its settlement or compromise, unless otherwise mutually agreed to in writing by the 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 party shall incur any debts or
make commitments for the 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 inforrnation for the 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 the
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 information confidential. Accela shall not be required to keep confidential any data or inforrnation 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 otherwise 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 Data 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 may be 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 may be 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, INC.
.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 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.
.08. Accela shall be entitled to rely upon as accurate and correct any specifications, criteria, maps or any other data fumished by
User or others. If subsequent errors are discovered in data furnished by User which necessitate redoing services, Accela shall be compensated
for such extra services. Accela shall not be liable to User for errors 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 to 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 govemed and construed under the 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 Califomia.
Al2.00. 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 Users own purposes. The license granted under this Agreement authorizes User to use the "Software" in
machine-readable form by 20 concurrent users. The "Software" shall include in its meaning, documentation and technical information provided to
User in written form for use in connection with the software.
.02. Accela warrants that it has good title to such "Software" and that User will have undisturbed use of the "Software" in accordance with
the terms 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 other entity.
.04. User shall include and shall not alter, remove or conceal, any copyright, trade secret or other proprietary notices on the "Software".
.05. Title and ownership to the "Software" and Intellectual Property Rights is not hereby nor in any other way transferred to User. User
acknowledges that Accela retains the exclusive right to sell, lease, license, assign, or otherwise transfer the "Software" (and any module thereof) and
that Accela may enter into 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 of the "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 for back-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 is not in conflict 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 our manuals.
.03. This warranty is void if:
LosGatos_migl.doc 3 USER ACCELA, INC. C
(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 a waiver of the same or any further violation without the prior written approval of the User.
A15.00. 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. Notices given 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.
USER
Accela, Inc.
1731 West Walnut Avenue
Visalia, California 93277
Town of Los Gatos
110 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
receipt from Accela of a true copy of tt►js Agreement.
ACCELA, INC.
By:
Typed: Eddie Ausherman, General Manager
for Accela, Inc.
1731 West Walnut Avenue
Visalia, Califomia 93277
USER
By:
Typed:
Debra.. Fi..ne, Town Manager
Town of Los Gatos
110 E. Main St.
Los Gatos, CA 95032
Approved as to form:
rry P. Korb, Town Attorney
LosGatos_migl. doc
ATTEST:
Clerk of the Town of Las Gatos
Los Gatos, California
Marian V. Cosgrove, Town Jerk
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 s 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.
4. User Trainingfrechnical classes for four (4) days at the Accela site for 2 members of the agency's staff.
SUBTOTAL A
B. Cost to Upgrade to 'PERMITS' Gold" 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 '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 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
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.)
Waived
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. Please note that this estimate is based on the
Town 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 Development Assistance (Up to _ activities) 0
4. Implementation Consulting 20
5. Additional Training (1 day) 1 day
6. DBMS Assistance 0
7. ODBC Drivers N/A
8. Document Assistance 240
9. Scripts Assistance 240
10. Reports Assistance 0
11. System Modifications 0
12. Estimates 0
13. Travel Expenses N/A
14. Other (Phone Assistance — Not to exceed) 10
15. Other (Data Load/Unload — Not to exceed) 30
16. Other (On site assistance — Not to exceed) 96
17. Workflow Assistance (Not to exceed) 36
D. Shipping and Handling
E. Peripheral Technologies,
PERMITS' Plus ®
PERMITS' POS T"
PERMITS' TrueGIS TM
VelocityHaIP
PERMITS' Scan -It"
`PERMITS' Voice M
Metro Scan Interface
'PERMITS' Connect T"
'PERMITS' Oftc¢Linli T"
Sales/Use Tax (8.00%)
Dollars Budgeted
$ 2,484.00
N/A
N/A
$ 1,840.00
$ 1,100.00
N/A
N/A
$22,080.00
$22,080.00
N/A
N/A
N/A
$ 3,186.00
$ 920.00
$ 2,760.00
$ 8,832.00
$ 3,312.00
SUBTOTAL C
$68,594.00
SUBTOTAL D Waived
when added to the PERMITS' Plus ®system are priced independently.
Cost Included Dollars Budgeted
$ 0 Yes
$12,500.00
$16,500.00
$10,000.00
$ 5,000.00
$16,500.00
$12,000.00
$16,500.00
$ 2,000.00
No
No
Yes
No
No
Yes
No
No
0
0
$10,000.00
0
0
$12,000.00
0
0
$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
5 USER ACCELA, INC.
EXHIBIT B
Please Note: Figures in red will go into effect if agreements are not executed by
the following 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 1)
These costs will expire April 15th, 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' TPvi 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, Inc. site for 3
members of the agency's staff.
TOTAL $ 8,000.00
SUBTOTAL A WAIVED 2
SUBTOTAL A $16,000.002
B. Cost to Upgrade to 'PERMITS Gold''M Maintenance on 'PERMITS' rm : $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'' 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 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 $ 337.662
LosGatos_migl.doc 6
(7/1
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 Dollars
Budgeted Rate Rate Budgeted
4. Implementation Consulting
5. Additional Training (per day)
6. Workflow Assistance (Up to)
7. DBMS Assistance
8. ODBC Drivers
9. Document Assistance
10. Scripts Assistance
11. Reports Assistance
12. System Modifications
13. Estimates
14.Travel Expenses (3 trips)
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
1. Travel to and from Agency Site (3 trips) 27 $ 92.00 $105.00 $ 2,484.00
2. Design/Review Assistance 0 $ 92.00 $105.00 $ N/A
3. Activity Dev. Assistance (Up to _ activities)0 $ 92.00 $105.0 0 $ N/A
$ 92.00 $105.00 $ 1,840.00
$1,100.00 $105.00 $ 1,100.00
$ 92.00 $105.00 $ 3,312.004
$ 140.00 $170.00 N/A
N/A N/A N/A
$ 92.00 $105.00 $22,080.00
$ 92.00 $105.00 $22,080.00
$ 92.00 $105.00 N/A
$ 92.00 $105.00 N/A
$ 92.00 $105.00 N/A
N/A N/A $ 3,186.00
$ 92.00 $105.00 $ 920.00
$ 92.00 $105.00 $ 2,760.00
$ 92.00 $105.00 $ 8,832.00
20
1 day
36
0
N/A
240
240
0
0
0
N/A
Dollars
Budgeted
$ 2.835.00
$ N/A
$ N/A
$ 2.100.00
$ 1.100.00'
$ 3.780.004
N/A
N/A
S25,200.00
$25.200.00
N/A
N/A
N/A
$ 3.186.00
$ 1. 050, 00
$ 3.150.00
$10. 080, 00
SUBTOTAL C: $68,594.00 3
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 ® $ 0 Yes
PERMITS'POS TM $12,500.00 No
PERMITS' TrueGIS TM $16,500.00 No
VelocityHallTm $10,000.00
PERMITS' Scan -It TM $ 5,000.00
`PERMITS' Voice TM $16,500.00
Metro Scan Interface $12,000.00
PERMITS' Connect TM $16,500.00
PERMITS'OfficeLinkTM $ 2,000.00
Sales/Use Tax (8.00%)
E. Shipping and Handling
Shipping and Handling
LosGatos_migl. doc
Yes
No
No
Yes
No
No
N/A
N/A
$10,000.00
N/A
N/A
$12,000.00
N/A
N/A
$ 1,760.00
SUBTOTAL D $23,760.00
SUBTOTAL D $23, 760.00
SUBTOTAL E $ 225.00 (Waived)
SUBTOTAL E $ 225.00
7
USER ACCELA, INC. f
ESTIMATE OF COSTS TO CONVERT FROM PERMITS'TM TO PERMITS' Plus
WITH GOLD MAINTENANCE IN EFFECT (CONTINUED)
F. `PERMITS' GoldT" Maintenance (Using an Access Database) $6,904.002
(20 users) (This is the annual fee for 'PERMITS' Plus 'Gold Maintenance)
(Includes Business License and Being Listed as Additional Insured)
Annual Maintenance Support for 'PERMITS' Workflow" $ 662.00
Annual Maintenance Support for Metroscan Interface $1,322.00
Plus sales/use tax on half of the above Maintenance (8.00 %) $ 355.52
36, 904.002
$ 662.00
S1.322.00
S 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+B+C+D+E)
TOTAL ANNUAL MAINTENANCE
$118.003.662
$ 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.
3 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"" at this time, the
associated hours may be removed. However, please note that once agreements are executed, 'PERMITS'
WorkflowTM 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.dac 8 USER ACCELA,
PERMITS' Plus ® AGR
OFFICE Or' THE TOWN Ct'KK
Ole 0s/
AGREEMENT BETWEEN
IHH
Accela, Inc., hereinafter referred to as Accela, and the Town of Los Gatos, CA hereinafterrrr rei
REC
Executed this %'' day of 2001.
User must execute this agreement and return to cA cela by April 15th, 2001 to RENO
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.
RECITALS
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
o as User.
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 UPON THE TOWN UPGRADING FROM' PERMITS' Premier"' MAINTENANCE
TO 'PERMITS' Gold"' 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 are for convenience only and shall not 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. If 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 under the law of said jurisdiction, and if no validating construction is possible, shall be severable, and all other
provisions hereof shall remain in full force 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 of such delay and its estimated duration, within five (5) days of 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.
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 maiI.doc
1
USER ACCELA, INC.
.02. This Agreement represents the full and complete understanding of every kind or nature whatsoever between 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 will be effective only by written execution signed by both User and Accela.
.03. Accela shall provide User with a reasonable amount of consultation by telephone to assist the User in software problem resolution of
the 'PERMITS' 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 Users request; User will pay Accela for reasonable travel and subsistence
expenses. If Accela, in its reasonable judgment, determines that the suspected error condition was attributable to a cause other than 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 or changes to 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
days of 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.
A6.00. 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 may be 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 a later date without paying the fees missed. No refunds will be paid for unused support for Users who terminate support.
.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
for which it is responsible hereunder, or which is assessed against User directly, and, if any such tax is paid by Accela, to reimburse Accela therefore
upon receipt by User of proof of payment. Sales/Use tax will be charged on 50% of the fee for State of California agencies and 100% of the fee for
State of Washington agencies.
.05. Total payment for software problem resolution 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 for Califomia $355.52 for a grand 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 in this 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 conceming 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
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 information, 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 than User or Users employees without the prior written 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 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 shall instruct
its personnel to 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 for damages 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 Users 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 Users normal business operations.
.03. User agrees that all enhancements provided by Accela shall be the exclusive property of Accela pursuant to the previous Accela
Software License Agreement.
.04. User will 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 User expense. Internet access may also be provided by the User. These types of access 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, additional features, 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 facilities 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, 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.
.08. 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.
.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 Local jurisdictions and any agency
thereof goveming 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
this Agreement 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 for the
performances of services herein described.
Al2.00. WARRANTIES. 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 is not in conflict with any other agreement to which Accela is a party or by which it may be bound.
LosGatos_matl.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 waiver of the same of any further violation without the prior written approval of the User.
A15.00. ASSIGNMENT AND DELEGATION.
.01. User shall not assign, sublet or transfer any interest in or duty under this Agreement without the written consent of Accela.
A16.00. RESOLUTION OF DISPUTES.
.01. It 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 band
delivery, addressed to the party's principal place of business herein written. Either party may by notice in writing, direct that future notices, requests,
or demands be sent to a different address. Notices given by personal delivery shall be deemed given at the time of actual delivery.
ACCELA, INC.
USER
Accela, Inc.
1731 West Walnut Avenue
Visalia, Califomia 93277
Town of Los Gatos
110 E. Main St.
Los 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 if 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 fee 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
of their License Agreement and may not transfer the 'Software' under any terms.
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 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:L
Typed: Eddie Ausherman, General Manager
for Accela, Inc.
1731 West Walnut Avenue
Visalia, Califomia 93277
U ER
By:
ATTEST:
Clerk of the Town of Los Gatos
Typed: Los Gatos, California
Town of Los Gatos
110 E. Main St.
Los Gatos, CA 95032
Approved as to form:
orb, Town Attorney
LosGatos mail.doc
-21406
Marian V. Cosg, Town Clerk
4 USER ACCELA, INC. ! /�
Exhibit A
SOFTWARE LiCENSE AGREEMENT INSTALLATION SERVICES
A. Accela shalt 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 aplatform.
2. Migration programs to relocate PERMITS' TM history data to PERMITS' Pita 3.
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 Training/Technical classes for four (4) days at the Accela site for 2 members of the agency's staff.
SUBTOTAL A
D. Shipping and Handling
SUBTOTAL
E. Peripheral Technologies, when added to the 'PERMITS' Phu `system are priced independently.
Cost Included Dollars Budgeted
PERMITS' Plus 3 $ 0 Yes
PERMITS'POS TM $12.500.00 No
`PERMITS'TrueGIS TM $16,500.00 No 0
0
Velocity/fair'
$10,000.00 Yes $10,000.00
PERMITS'Scan•Itml $ 5,000A0 No
`PERMITS'Voice TH $16,500.00 No 0
0
Metro Scan Interface $12,000.00 Yes
012,000.00
PERMITS' Connect 'ri $16,500.00 No
0
`PERMITS' OfJtceLink TM
Sales/Use Tax (8.00%) $ 2,000.00 No 0
$1,760.00
Oost to Upgrade to PERMITS' Gold Maintenance on 'PERMITS'n' Sales/Use Tax on Haft of Maintenance Difference (8.00%) •
$324.67
This cost is in addition to the Town's current cost for 'PERMITS' Premier" maintenancel2 on the
99
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 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
r. 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
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. Please note that this estimate is based on the
Town migrating 40 active permit types and 0 inactive permit types,
1. Travel to and from Agency Site (3 trips) Hours Budgeted Dollars Budgeted
2. Design/ReviewAssistance 27 $ 2,484.00
3. Activity Development Assistance (Up to , activities) 0 N/A
4. Implementation Consulting WA
5. Additional Training (1 day) 20 $ 1,840.00
6.
day 1 DBMS Assistance $ 1,100.00
7. ODBC Drivers 0 N/A
8. Document Assistance N/A N/A
9. Scripts Assistance 240 $22,080.00
10. Reports Assistance 240 $22,080.00
11. System Modifications 0 N/A
12. Estimates 0 N/A
N
13. Travel Expenses 0 N/A
14. Other (Phone Assistance — Not to exceed) 100A $ 3,188.00
15. Other (Data Load/Unload — Not to exceed) 30 $ 920.00
16. Other (On site assistance — Not to exceed) 96 $ 2,760.00
17. Workflow Assistance (Not to exceed) $ 8,832.00
36 $ 3,312.00
SUBTOTAL C
Waived
337.66
$68,594.00
Waived
SUBTOTAL E Accela shall submit bi-weekly invoices to User detailing the installation se$23,760.00
rvices 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
har ..,,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
5
USER__ .4CCELA, ZNC.
EXHIBIT B
Please Note: Figures in red will go into effect if agreements are not executed by
the following date: April 15`h, 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 1)
These costs will expire April 15th, 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, Inc. site for 3
members of the agency's staff.
TOTAL $ 8,000.00
SUBTOTAL A WAIVED 2
SUBTOTAL A $16,000.002
B. Cost to Upgrade to 'PERMITS' GoldrM Maintenance on'PERMITS'T3i : $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'TM platform. The Town must upgrade to 'PERMITS' Golcr
maintenance on the current 'PERMITS'n 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 A through D along with half of the Town's current
license fee.
The difference from 'PERMITS' Premier"' 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 $ 337.662
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 Dollars Dollars
Budgeted Rate Rate Budgeted Budgeted
1. Travel to and from Agency Site (3 trips) 27 $ 92.00 $105.00 $ 2,484.00 $ 2.835.00
2. Design/Review Assistance 0 $ 92.00 $105.00 $ N/A $ N/A
3. Activity Dev. Assistance (Up to - activities)0 $ 92.00 $105.0 0 $ N/A $ N/A
4. Implementation Consulting 20 $ 92.00 $105.00 $ 1,840.00 $ 2.100.00
5. Additional Training (per day) 1 day $1,100.00 $105.00 $ 1,100.00 $ 1.100.00
6. Workflow Assistance (Up to) 36 $ 92.00 $105.00 $ 3,312.004 $ 3,780.004
7. DBMS Assistance 0 $ 140.00 $170.00 N/A N/A
8. ODBC Drivers N/A N/A N/A N/A N/A
9. Document Assistance 240 $ 92.00 $105.00 $22,080.00 $25,200.00
10. Scripts Assistance 240 $ 92.00 $105.00 $22,080.00 $25,200.00
11. Reports Assistance 0 $ 92.00 $105.00 N/A N/A
12. System Modifications 0 $ 92.00 $105.00 N/A N/A
13. Estimates 0 $ 92.00 $105.00 N/A N/A
14.Travel Expenses (3 trips) N/A N/A N/A $ 3,186.00 $ 3.186.00
15.Other (Phone Assistance - Not to exceed) 10 $ 92.00 $105.00 $ 920.00 $ 1.050.00
16.Other (Data Load/Unload - Not to exceed) 30 $ 92.00 $105.00 $ 2,760.00 $ 3.150.00
17.Other (On -Site Assistance -Not to exceed) 96 $ 92.00 $105.00 $ 8,832.00 $10,080.00
SUBTOTAL C: $68,594.00 3
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 ® $ 0 Yes
PERMITS'POS TM $12,500.00 No N/A
PERMITS'TrueGIS TM $16,500.00 No N/A
VelocityHallT'" $10,000.00 Yes $10,000.00
PERMITS' Scan -It TM $ 5,000.00 No NIA
`PERMITS' Voice TM $16,500.00 No N/A
Metro Scan Interface $12,000.00 Yes $12,000.00
`PERMITS' Connect TM $16,500.00 No NIA
'PERMITS'OffceLinkTM $ 2,000.00 No N/A
Sales/Use Tax (8.00%) $ 1,760.00
SUBTOTAL D $23,760.00
SUBTOTAL. D $23,760.00
E. Shipping and Handling
Shipping and Handling
LosGatos_migl.doc
SUBTOTAL E $ 225.00 (Waived)
SUBTOTAL E $ 225.00
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
(20 users) (This is the annual fee for 'PERMITS' Plus s Gold Maintenance)
(Includes Business License and Being Listed as Additional Insured)
Annual Maintenance Support for 'PERMITS' Workflow' $ 662.00
Annual Maintenance Support for Metroscan Interface $1,322.00
Plus sales/use tax on half of the above Maintenance (8.00 %) $ 355.52
$6,904.002
$ 662.00
$1,322.00
$ 355.52
SUBTOTAL F $9,243.52
SUBTOTAL F S9,243.52
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)
TOTAL ANNUAL MAINTENANCE
$118, 003.662
$ 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.
3 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.
°If 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' Workflowm' at this time, the
associated hours may be removed. However, please note that once agreements are executed, 'PERMITS'
WorkflowTM 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 ACCEL4,
OFFICE OF THE TOWN CLERK
ORDINANCES & RESOLUTIONS
ORIGINATING DEPT:
COUNCIL AGENDA DATE:
COUNCIL AGENDA ITEM:
SUBJECT:
Number:
Date of Adopt:
aArrut
RESOLUTION ORDINANCE
COUNCIL ACTION:
AYES:
NAYS:
ABSENT:
ABSTAIN:
Number:
Date of Intro:
Date of Adopt:
ZONE CHANGE:
cda,
COUNCIL MEMBERS NAMES:
Randy Attaway, Steven Blanton, Sandy Decker, Steve Glickman
Mayor (or Chairman) JOE PIRZYNSKI.
ORDINANCES and RESOLUTIONS MUST BE RETURNED TO TOWN CLERK
BY WEDNESDAY AT 12 NOON.
ORDINANCES MUST BE READY FOR IMMEDIATE PUBLICATION
TC:D7:RESO-ORD
Town Council Minutes April 2, 2001
Redevelopment Agency Los Gatos, California
ITEM NOT APPEARING ON THE AGENDA (05.V)
Due to a numbering error, item number five did not appear on the agenda.
TREASURER'S REPORT (06.02)
Informational report submitted by the Treasurer to the Council for the month ended February 28,
2001 was received and filed.
MINUTES OF MARCH 19, 2001 (07.V)
Motion by Mr. Glickman, seconded by Mr. Blanton, that Council approve the Minutes of March
19, 2001 Town Council/Redevelopment Agency Meeting as submitted. Carried unanimously.
COUNCIL MEETING SCHEDULE (08.28)
Motion by Mr. Glickman, seconded by Mr. Blanton, that Council cancel August 6, 2001 Council
meeting to accommodate vacations during that part of August. Carried unanimously.
LANDSCAPING & LIGHTING ASSESSMENT DISTRICTS #1 & #2
PREPARATION OF ENGINEER'S REPORT FY 2001-2002/RESOLUTION 2001-30 (1 1A.26)
Motion by Mr. Glickman, seconded by Mr. Blanton, that Council adopt Resolution 2001-30
entitled, RESOLUTION OF THE TOWN OF LOS GATOS DESCRIBING IMPROVEMENTS
AND DIRECTING PREPARATION OF ENGINEER'S REPORT FOR FISCAL YEAR 2001-
2002. Carried unanimously.
LANDSCAPING & LIGHTING ASSESSMENT DISTRICTS #1 & #2
APPOINTING ATTORNEY FY 2001-2002/RESOLUTION 2001-31 (11B.26)
Motion by Mr. Glickman, seconded by Mr. Blanton, that Council adopt Resolution 2001-31
entitled, RESOLUTION OF THE TOWN OF LOS GATOS APPOINTING ATTORNEY FOR
FISCAL YEAR 2001-2002. Carried unanimously.
BUILDING PERMITS SOFTWARE/SIERRA-ACCELA, INC./RESOLUTION 2001-32 (13.42)
Motion by Mr. Glickman, seconded by Mr. Blanton, that Council adopt Resolution 2001-32
entitled, RESOLUTION OF THE TOWN OF LOS GATOS AUTHORIZING THE TOWN
MANAGER TO EXECUTE AN AGREEMENT WITH SIERRA ACCELA, INC. TO
UPGRADE THE TOWNS BUILDING PERMITS SOFTWARE. Carried unanimously.
REDEVELOPMENT AGENCY ITEMS #14 AND #15
Redevelopment Items 14 and 15 will appear in the Redevelopment Agency Minutes.
VERBAL COMMUNICATIONS (00.28)
Chamber of Commerce Executive Director:
Margaret Smith, 349 N. Santa Cruz Avenue, introduced the new Executive Director of the Los
Gatos Chamber of Commerce, Janice Balfour.
Janice Balfour, 349 N. Santa Cruz Avenue, spoke of relocating from Washington to Los Gatos and
looking forward to this position with the Chamber. She will be building membership and working with
the Council.
General Comments on Town Government:
Ray Davis, new to our community, spoke once again about KCAT implementation and follow
through for the Council Meetings. He asked that the Town speed up the process.
TC:D13:MM040201
2