Attachment 2 - Accela-Subscription-Services-Agreement20201023
ACCELA SUBSCRIPTION SERVICES AGREEMENT
This Accela Subscription Services Agreement (this “Agreement”) is entered into as of the date of the
applicable Order, as defined below, that incorporates these terms (the “Effective Date”) by and
between Accela, Inc. and the entity identified in such Order (“Customer”).
1.DEFINITIONS.
1.1 "Accela System" means the information technology infrastructure used by or on behalf of Accela in
performing the Subscriptions Services, including all computers, software (including but not limited to
Accela Software), hardware, databases, electronic systems (including database management systems),
and networks, whether operated directly by Accela or its third party suppliers.
1.2 "Aggregate Data" means data and information related to Customer's use of the Subscription
Services, including anonymized analysis of all data processed in the Subscription Services, that is used by
Accela in an aggregate and anonymized manner, including compiling statistical and performance
information related to the provision and operation of the Services.
1.3 "Authorized User" means one named employee, contractor or agent of Customer (each identified
by a unique email address) for whom Customer has purchased a subscription to the Subscription
Services and who is authorized by Customer to access and use the Services under the rights granted to
Customer pursuant to this Agreement.
1.4 “Consulting Services” means packaged or time and materials consulting, review, training or other
services (but excluding Subscription and Support Services) delivered by Accela to Customer pursuant an
Order. The current Consulting Services Policy is available at www.accela.com/terms/.
1.5 “Customer Data” means the content, materials, and data that Customer, Authorized Users, and
External Users enter into the Subscription Services. Customer Data does not include any component of
the Subscription Services, material provided by or on behalf of Accela, or Aggregate Data.
1.6 “Documentation” means the then-current technical and functional user documentation in any form
made generally available by Accela for the Subscription Services.
1.7 “External Users” means third party users of the Subscription Services that access the public-facing
interfaces of the Subscription Services to submit queries and requests to facilitate communications
between such third party and Customer.
1.8 “Intellectual Property Rights” means any patent rights (including, without limitation, patent
applications and disclosures), copyrights, trade secrets, know-how, and any other intellectual property
rights, in all cases whether or not registered or registrable and recognized in any country or jurisdiction
in the world.
1.9 “Order” means an Accela order form or other mutually acceptable document fully executed
between Customer and Accela that incorporates this Agreement.
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1.10 “Service Availability Policy” means the Service Availability and Security Policy located at
www.accela.com/terms/.
1.11 “Subscription Services” means the civic administration services, comprised of the Accela System,
Software, and Support Services, to which Customer may license access to in accordance with the terms
herein.
1.12 “Software” means any licensed software (including client software for Authorized Users’ devices)
and Documentation that Accela uses or makes available as part of the Subscription Services.
1.13 “Support Services” means those technical and help services provided by Accela in accordance with
the Software Support Services Policies (SaaS) located at www.accela.com/terms/.
1.14 “Subscription Period” means the duration of Customer’s authorized use of the Subscription
Services as designated in the Order.
2. USAGE AND ACCESS RIGHTS.
2.1 Right to Access. Subject to the terms and conditions of this Agreement, Accela hereby grants to
Customer a limited, non-exclusive, non-transferable right and license during the Subscription Period, to
permit: (i) Authorized Users to access and use the internal and administrative interfaces of the
Subscription Services in accordance with the Documentation to support Customer’s internal business
purposes and (ii) its External Users the ability to access and use the publicly available interfaces to
submit requests and information to Customer. Each instance of the Subscription Service shall be
provisioned with the amount of storage set forth in the Order and additional storage may be purchased
at the then-current rates.
2.2 Support Services & Service Availability. During the Subscription Period, Accela shall provide to
Customer the Support Services specified in the Order and shall make all commercially reasonable efforts
to attain the service levels specified in the applicable policies. The remedies set forth in the Support
Services and Service Availability Policy are the sole and exclusive remedies for any breach of the service
levels. Customer grants Accela a royalty-free, worldwide, transferable, sub- licensable, irrevocable,
perpetual license to use or incorporate into its software or services any suggestions or other feedback
provided by Customer or Authorized Users relating to the operation or features of the Subscription
Services.
2.3 Purchasing Consulting Services. Customer may purchase Consulting Services from Accela by
executing an Order for such services. All prices are exclusive of travel and expenses, which will be
invoiced at actual cost, without markup, and will comply with the Consulting Services Policy located at
www.accela.com/terms/ or as otherwise agreed in the applicable Order. If applicable, one Consulting
Services day shall be equal to eight (8) hours.
2.4 Restrictions on Use. Customer shall not, and shall not permit others to: (i) use or access the
Subscription Services in any manner except as expressly permitted by the Agreement, including but not
limited to, in a manner that circumvents contractual usage restrictions set forth in this Agreement; (ii)
license, sub-license, sell, re-sell, rent, lease, transfer, distribute, time share or otherwise make any
portion of the Subscription Services available for access by third parties except as otherwise expressly
provided herein; (iii) use the Subscription Service in a way that: (a) violates or infringes upon the rights
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of a third party; or (b) stores or transmits libelous, tortious, or otherwise unlawful material or malicious
code or viruses; (iv) create derivative works, reverse engineer, decompile, disassemble, copy, or
otherwise attempt to derive source code or other trade secrets from or about any of the Subscription
Services (except to and only to the extent such rights are proscribed by law); (v) interfere with or disrupt
the security, integrity, operation, or performance of the Subscription Services; (vi) access, use, or
provide access or use to the Subscription Services or Documentation for the purposes of competitive
analysis or the development, provision, or use of a competing software, SaaS or product or any other
purpose that is to Accela’s detriment or commercial disadvantage; (vii) provide access to the
Subscription Services to competitors of Accela; (viii) access or use components of the Subscription
Service not licensed by Customer; (ix) use or allow the use of the Subscription Services by anyone
located in, under the control of, or that is a national or resident of a U.S. embargoed country or territory
or by a prohibited end user under Export Control Laws (as defined in Section 12.3, Compliance with
Laws); (x) remove, delete, alter or obscure any trademarks, Documentation, warranties, or disclaimers,
or any copyright, trademark, patent or other intellectual property or proprietary rights notices from any
Subscription Services; or (xi) access or use the Subscription Services in, or in association with, the design,
construction, maintenance, or operation of any hazardous environments, systems or applications, any
safety response systems or other safety-critical applications, or any other use or application in which the
use or failure of the Subscription Services could lead to personal injury or severe physical or property
damage.
2.5 Ownership. Accela retains all Intellectual Property Rights, including all rights, title and license to the
Subscription Service, Software, Accela System, Support Services, Consulting Services, and Aggregate
Data, any related work product of the foregoing and all derivative works thereof by whomever
produced; provided however, that to the extent such materials are delivered to Customer as part of the
Subscription Services, Consulting Services or Support Services then Customer shall receive a limited
license consistent with the terms of Section 2 to use such materials during the Subscription Period.
2.6 Customer’s Responsibilities. Customer will: (i) be responsible for meeting Accela’s applicable
minimum system requirements for use of the Subscription Services set forth in the Documentation; (ii)
be responsible for Authorized Users’ compliance with this Agreement and for any other activity
(whether or not authorized by Customer) occurring under Customer’s account; (iii) be solely responsible
for the accuracy, quality, integrity and legality of Customer Data; (iv) use commercially reasonable
efforts to prevent unauthorized access to or use of the Subscription Services and Customer Data under
its account, and notify Accela promptly of any such unauthorized access or use, and; (v) use the
Subscription Services only in accordance with the applicable Documentation, laws and government
regulations.
3. PAYMENT TERMS.
3.1 Purchases Directly from Accela. Except as otherwise set forth in an Order, Subscription fees shall be
invoiced annually in advance and such fees shall be due and payable on the first day of the Subscription
and on each anniversary thereafter for each renewal, if any. All other invoices shall be due and payable
net thirty (30) from the date of the applicable invoice. All amounts payable to Accela under this
Agreement shall be paid by Customer in full without any setoff, deduction, debit, or withholding for any
reason. Any late payments shall be subject to an additional charge of the lesser of 1.5% per month or
the maximum permitted by law. All Subscription Services fees are exclusive of any taxes, levies, duties,
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withholding or similar governmental assessments of any nature (collectively, "Taxes"). If any such Taxes
are owed or payable for such transactions, they shall be paid separately by Customer without set-off to
the fees due Accela.
3.2 Purchases from Authorized Resellers. In the event that Customer has purchased any products or
services through a reseller, subject to these terms, any separate payment arrangements and terms shall
be exclusively through such reseller and Accela is not a party to such transactions. Accela’s sole
obligations are set forth herein and Customer acknowledges that its rights hereunder may be
terminated for non-payment to such third party.
4. CONFIDENTIALITY. As used herein, "Confidential Information" means all confidential information
disclosed by a one party to this Agreement to the other party of this Agreement whether orally or in
writing, that is designated as confidential or that reasonably should be understood to be confidential
given the nature of the information and the circumstances of disclosure. However, Confidential
Information will not include any information that: (i) is or becomes generally known to the public
without breach of any obligation owed to the disclosing party; (ii) was known to the receiving party prior
to its disclosure without breach of any obligation owed to the disclosing party; (iii) is received without
restriction from a third party without breach of any obligation owed to the disclosing party; or (iv) was
independently developed by the receiving party. Each party will use the same degree of care that it uses
to protect the confidentiality of its own confidential information of like kind (but in no event less than
reasonable care) not to disclose or use any Confidential Information except as permitted herein, and will
limit access to Confidential Information to those of its employees, contractors and agents who need
such access for purposes consistent with this Agreement and who are bound to protect such
Confidential Information consistent with this Agreement. The receiving party may disclose Confidential
Information if it is compelled by law to do so, provided the receiving party gives the disclosing party
prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at
the disclosing party's request and cost, to contest, limit, or protect the disclosure.
5. CUSTOMER DATA.
5.1 Ownership. Customer reserves all its rights, title, and interest in and to the Customer Data. No rights
are granted to Accela hereunder with respect to the Customer Data, except as otherwise set forth
explicitly in Section 5.
5.2 Usage. Customer shall be responsible for Customer Data as entered in to, applied or used in the
Subscription Services. Customer acknowledges that Accela generally does not have access to and cannot
retrieve lost Customer Data. Customer grants to Accela the non-exclusive right to process Customer
Data (including personal data) for the sole purpose of and only to the extent necessary for Accela: (i) to
provide the Subscription Services; (ii) to verify Customer’s compliance with the restrictions set forth in
Section 2.4 (Restrictions on Use) if Accela has a reasonable belief of Customer’s non-compliance; and (iii)
as otherwise set forth in this Agreement. Accela may utilize the information concerning Customer’s use
of the Subscription Services (excluding any use of Customer’s Confidential Information) to improve
Subscription Services, to provide Customer with reports on its use of the Subscription Services, and to
compile aggregate statistics and usage patterns by customers using the Subscription Services.
5.3 Use of Aggregate Data. Customer agrees that Accela may collect, use and disclose Aggregate Data
derived from the use of the Subscription Services for industry analysis, benchmarking, analytics,
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marketing and other business purposes. All Aggregate Data collected, used and disclosed will be in
aggregate form only and will not identify Customer, its Authorized Users or any third parties utilizing the
Subscription Services.
6. WARRANTIES AND DISCLAIMERS.
6.1 Subscription Services Warranty. During the Subscription Period, Accela warrants that Subscription
Services shall perform materially in accordance with the applicable Documentation. As Customer’s sole
and exclusive remedy and Accela’s entire liability for any breach of the foregoing warranty, Accela will
use commercially reasonable efforts to: (a) repair the Subscription Services in question; (b) replace the
Subscription Services in question with those of substantially similar functionality; or (c), after making all
commercially reasonable attempts to do the foregoing, terminate the applicable Subscription Services
and refund all unused, prepaid fees paid by Customer for such non-compliant Subscription Services.
6.2 Consulting Services Warranty. For ninety (90) days from the applicable delivery, Accela warrants
that Consulting Services shall be performed in a professional and workmanlike manner. As Customer’s
sole and exclusive remedy and Accela’s entire liability for any breach of the foregoing warranty, Accela
will use commercially reasonable efforts to (a) re-perform the Consulting Services in a compliant
manner; or, after making all commercially reasonable attempts to do the foregoing, (b) refund the fees
paid for the non-compliant Consulting Services.
6.3. Disclaimers. EXCEPT AS EXPRESSLY PROVIDED HEREIN, ACCELA MAKES NO WARRANTY OF ANY
KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND SPECIFICALLY DISCLAIMS ALL
IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, SECURITY, FITNESS
FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY
APPLICABLE LAW.
6.4. Cannabis-Related Activities. If Customer purchases any Subscription Services for use with any
cannabis-related activities, the following additional disclaimers shall apply: Accela is considered a
software service provider to its customers and not a cannabis related business or agent thereof. In
addition to the foregoing, Accela only retains Subscription Services fees of this Agreement from its
Customer for general software services, a state or local government agency, and does not retain these
fees from any type of External Users. It is the sole responsibility of the Customer to offer state law
compliant services, which may be coordinated and facilitated through the use of the Subscription
Services. Accela makes no representations, promises, or warranties with respect to the legality,
suitability, or otherwise regarding any third party provider, including partners, and have no
responsibility or liability with respect to services provided to Customer by such third parties.
7. INDEMNIFICATION. Accela will defend (or at Accela’s option, settle) any third party claim, suit or
action brought against Customer to the extent that it is based upon a claim that the Subscription
Services, as furnished by Accela hereunder, infringes or misappropriates the Intellectual Property Rights
of any third party, and will pay any costs, damages and reasonable attorneys’ fees attributable to such
claim that are finally awarded against Customer, provided that Customer provides: (a) Accela notice of
such claim as soon practical and in no event later than would reasonably permit Accela to respond to
such claim, (b) reasonable cooperation to Accela, at Accela’s expense, in the defense and/or settlement
of such claim and (c) Accela the sole and exclusive control of the defense, litigation and settlement of
such claim. In the event that Accela reasonably believes, in its sole discretion, that such claim may
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prevail or that the usage of the Subscription Services may be joined, Accela may seek to: (a) modify the
Subscription Services such that it will be non-infringing (provided such modification does not materially
reduce the functionality or performance of Customer’s installed instance); (b) replace the Subscription
Services with a service that is non-infringing and provides substantially similar functionality and
performance; or, if the first two options are not commercially practicable, (c) terminate the remainder
of the Subscription Period and refund any, pre-paid, unused fees received by Accela. Accela will have no
liability under this Section 7 to the extent any claims arise from (i) any combination of the Subscription
Services with products, services, methods of a third party; (ii) a modification of the Subscription
Services that were either implemented by anyone other than Accela or implemented by Accela in
accordance with Customer specifications; (iii) any use of the Subscription Services in a manner that
violates this Agreement or the instructions given to Customer by Accela; (iv) a version of the
Subscription Services other than the current, fully patched version, provided such updated version
would have avoided the infringement; or (v) Customer’s breach of this Agreement. THIS SECTION 7
STATES THE ENTIRE OBLIGATION OF ACCELA AND ITSLICENSORSWITH RESPECT TO ANY ALLEGED OR
ACTUAL INFRINGEMENT OR MISAPPROPRIATION OF INTELLECTUAL PROPERTY RIGHTS RELATED TO THIS
AGREEMENT.
8. LIMITATION OF LIABILITY. EXCEPT FOR LIABILITY ARISING OUT OF EITHER PARTY’S LIABILITY FOR
DEATH OR PERSONAL INJURY OR CUSTOMER’S BREACH OF SECTION 2, NEITHER PARTY’S AGGREGATE
LIABILITY FOR DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR FROM THE
USE OF OR INABILITY TO USE THE SERVICE, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER
THEORY OF LIABILITY, SHALL EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER HEREUNDER IN THE
TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE INCIDENT. EXCEPT FOR LIABILITY ARISING
OUT OF CUSTOMER’S BREACH OF SECTION 2 OR EITHER PARTY’S LIABILITY FOR DEATH OR PERSONAL
INJURY, IN NO EVENT SHALL EITHER PARTY OR ANY OTHER PERSON OR ENTITY INVOLVED IN CREATING,
PRODUCING OR DELIVERING THE SERVICE BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR
CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA OR LOSS OF GOODWILL, SERVICE
INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE PRODUCTS OR
SERVICES, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR FROM THE USE OF OR
INABILITY TO USE THE SUBSCRIPTION SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT
(INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY. THE FOREGOING
EXCLUSIONS APPLY WHETHER OR NOT A PARTY HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH
DAMAGE, AND EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS
ESSENTIAL PURPOSE.
9. SECURITY. Accela has implemented commercially viable and reasonable information security
processes, policies and technology safeguards to protect the confidentiality and integrity of Customer
Data, personal data protect against reasonably anticipated threats. Customer acknowledges that,
notwithstanding security features of the Subscription Services, no product, hardware, software or
service can provide a completely secure mechanism of electronic transmission or communication and
that there are persons and entities, including enterprises, governments and quasi- governmental actors,
as well as technologies, that may attempt to breach any electronic security measure. Subject only to its
limited warranty obligations set forth in Section 6, Accela will have no liability for any such security
breach. Customer further acknowledges that the Subscription Services is not guaranteed to operate
without interruptions, failures, or errors. If Customer or Authorized Users use the Subscription Services
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in any application or environment where failure could cause personal injury, loss of life, or other
substantial harm, Customer assumes any associated risks and will indemnify Accela and hold it harmless
against those risks.
10. THIRD PARTY SERVICES. Customer may choose to obtain a product or service from a third party
that is not directly produced by Accela as a component of the Subscription Services (“Third Party
Services”) and this may include third party products resold by Accela. Accela assumes no responsibility
for, and specifically disclaims any liability, warranty or obligation with respect to, any Third Party Service
or the performance of the Subscription Services (including Accela’s service level commitment) when the
Subscription Services are used in combination with or integrated with Third Party Services.
11. TERM AND TERMINATION.
11.1 Agreement Term. This Agreement shall become effective on the Effective Date and shall continue
in full force and effect until the expiration of any Subscription Periods set forth in an applicable Order
governed by the Agreement.
11.2 Subscription Periods & Renewals. Subscription Periods begin as specified in the applicable Order
and, unless terminated earlier in accordance with this Agreement, continue for the term specified
therein. Except as otherwise specified in the applicable Order, (a) all Subscription Services will
automatically renew for additional Subscription Periods equal to the expiring Subscription Period, unless
either party gives the other at least sixty (60) days’ notice of non-renewal before the end of the relevant
Subscription Period and (b), Orders may only be cancelled or terminated early in accordance with
Section 11.3. Subscription Services renewals may be subject to an annual increase, for which Accela shall
provide Customer notice prior to the renewal of the Subscription Period. In the event of any non-
renewal or other termination, Customer’s right to use the Subscription Services will terminate at the end
of the relevant Subscription Period.
11.3 Termination or Suspension for Cause. A party may terminate this Agreement and Subscription
Services license granted hereunder for cause upon thirty (30) days’ written notice to the other party of a
material breach if such breach remains uncured at the expiration of such thirty (30) day period. Either
party may terminate immediately if the other party files for bankruptcy or becomes insolvent. Accela
may, at its sole option, suspend Customer’s or any Authorized User’s access to the Subscription Services,
or any portion thereof, immediately if Accela: (i) suspects that any person other than Customer or an
Authorized User is using or attempting to use Customer Data; (ii) suspects that Customer or an
Authorized User is using the Subscription Services in a way that violates this Agreement and could
expose Accela or any other entity to harm or legal liability; (iii) is or reasonably believes it is required to
do so by law or court order or; (iv) Customer’s payment obligations are more than ninety (90) days past
due, provided that Accela has provided at least thirty (30) days’ notice of such suspension for delinquent
payment. Should Customer terminate this Agreement for cause, Accela will refund a pro-rata portion of
unused, pre-paid fees.
11.4 Effect of Termination. If this Agreement expires or is terminated for any reason: (i) within thirty
(30) calendar days following the end of Customer’s final Subscription Period, upon Customer’s request
Accela provided Customer Data and associated documents in a database dump file; provided that
Customer pays (a) all costs of and associated with such copying, as calculated at Accela’s then-current
time-and-materials rates, and (b) any and all unpaid amounts due to Accela; (ii) licenses and use rights
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granted to Customer with respect to Subscription Services and intellectual property will immediately
terminate; and (iii) Accela’s obligation to provide any further services to Customer under this Agreement
will immediately terminate, except as mutually agreed between the parties. If the Subscription Services
are nearing expiration date or are otherwise terminated, Accela will initiate its data retention processes,
including the deletion of Customer Data from systems directly controlled by Accela. Accela’s current
Data Storage Policy can be accessed www.accela.com/terms/.
11.5 Survival. Sections 2.5 (Ownership and Proprietary Rights), 4 (Confidentiality), 6.3 (Disclaimer), 8
(Limitation of Liability), 11.4 (Effect of Termination), 11.5 (Surviving Provisions), and 12 (General
Provisions) will survive any termination or expiration of this Agreement.
12. GENERAL.
12.1 Notice. Except as otherwise specified in this Agreement, all notices, permissions and approvals
hereunder will be in writing and will be deemed to have been given upon: (i) personal delivery; (ii) three
days after sending registered, return receipt requested, post or; (iii) one day after sending by
commercial overnight carrier. Notices will be sent to the address specified by the recipient in writing
when entering into this Agreement or establishing Customer’s account for the Subscription Services.
12.2 Governing Law and Jurisdiction. This Agreement and any action related thereto will be governed by
the laws of the State of California without regard to its conflict of laws provisions. The exclusive
jurisdiction and venue of any action related to the subject matter of this Agreement will be the state and
federal courts located in the Northern District of California and each of the parties hereto waives any
objection to jurisdiction and venue in such courts.
12.3 Compliance with Laws. Each party will comply with all applicable laws and regulations with respect
to its activities under this Agreement including, but not limited to, export laws and regulations of the
United States and other applicable jurisdictions. Further, in connection with the services performed
under this Agreement and Customer’s use of the Subscription Services, the parties agree to comply
with all applicable anti-corruption and anti-bribery laws, statutes and regulations.
12.4 Assignment. Customer may not assign or transfer this Agreement, whether by operation of law
or otherwise, without the prior written consent of Accela, which shall not be unreasonably withheld.
Any attempted assignment or transfer, without such consent, will be null and void. Subject to the
foregoing, this Agreement will bind and inure to the benefit of the parties, their respective successors
and permitted assigns.
12.5 Publicity. Notwithstanding anything to the contrary, each party will have the right to publicly
announce the existence of the business relationship between parties without disclosing the specific
terms of the Agreement.
12.6 Miscellaneous. No failure or delay by either party in exercising any right under this Agreement will
constitute a waiver of that right. Other than as expressly stated herein, the remedies provided herein
are in addition to, and not exclusive of, any other remedies of a party at law or in equity. If any provision
of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision will be
modified by the court and interpreted so as best to accomplish the objectives of the original provision to
the fullest extent permitted by law, and the remaining provisions of this Agreement will remain in effect.
Accela will not be liable for any delay or failure to perform under this Agreement to the extent such
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delay or failure results from circumstances or causes beyond the reasonable control of Accela. This
Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or similar
relationship between the parties. This Agreement, including any attachments hereto as mutually agreed
upon by the parties, constitute the entire agreement between the parties concerning its subject matter
and it supersedes all prior communications, agreements, proposals or representations, written or oral,
concerning its subject matter. No modification, amendment, or waiver of any provision of this
Agreement will be effective unless in writing and signed by a duly authorized representative of each
party against whom the modification, amendment or waiver is to be asserted. Notwithstanding any
language to the contrary, no additional or conflicting terms or conditions stated in any of Customer’s
purchase order documentation or otherwise will be incorporated into or form any part of this
Agreement, and all such terms or conditions shall be null and void.
IN WITNESS WHEREOF, the Town and Consultant have executed this Agreement.
Town of Los Gatos by: Consultant By:
_________________________________ __________________________________
Laurel Prevetti Town Manager Aaton Haggarty, Chief Legal Officer Accela, Inc. Recommended by:
_________________________________ Joel Paulson, Community Development
Director
Approved as to Form:
_________________________________ Robert Schultz, Town Attorney
Attest:
_________________________________ Shelley Neis, MMC, CPMC, Town Clerk