GUILFORD COUNTY CONTRACT NO. 00243-02/14-259 …

GUILFORD COUNTY CONTRACT NO. 00243-02/14-259 ACCELA, INC.

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SERVICES AGREEMENT 1. Parties. ACCELA, INC. CUSTOMER – GUILFORD COUNTY ACCELA, INC. GUILFORD COUNTY, North Carolina 2633 Camino Ramon, Suite 120 201 West Market Street Bishop Ranch 3 Greensboro, North Carolina 27401 San Ramon, California 94583 Attn.: Contracts Administration Attn.: Hemant Desai, Information Services Director T: 925.659.3200 T: 336-641-3371 F: 925.407.2722 F: 336-641-4504 e-Mail: [email protected] e-Mail: [email protected]

This ServicesMaintenance Agreement (“SMA”) is intended for the exclusive benefit of the Parties; nothing herein will be construed to create any benefits, rights, or responsibilities in any other parties.

2. Effective Date, Term and Termination.

2.1. Effective Date and Term. This Service Agreement is effective as of the date of Customer’s signature (“Effective Date”) and will continue until completion of the services deliverables described herein..

2.2. Termination. Either Party may terminate this Services Agreement if the other Party materially breaches this Services Agreement and, after receiving a written notice describing the circumstances of the default, fails to correct the breach within thirty (30) calendar days. Upon any termination or expiration of this Services Agreement, all rights granted to Customer are cancelled and revert to ACCELA.

Either Party may terminate this Agreement for any reason and without penalty upon thirty (30) days written notice to the other Party. Amounts will be pro-rated. All goods and/or services provided and accepted as of the date of termination will be paid for; similarly, amounts paid in advance, if any, for which goods and/or services have not been provided and accepted by CUSTOMER will be promptly refunded to the CUSTOMER by ACCELA within thirty (30) days of date of termination of this Contract. 3. Amendment. The terms of this Agreement may only be modified or amended with a written Contract Amendment executed by both Parties. 4. Professional Services. ACCELA will provide the implementation, data conversion, and/or training services (“Professional Services”) described in the Statement of Work (“SOW”) attached hereto as Exhibit A.

4.1. Warranty. ACCELA will commence and complete the Professional Services in a good and workmanlike manner, consistent with the practices and standards of care generally-accepted within and expected of ACCELA’s industry.

4.2. Customer Cooperation. As required, Customer agrees to provide ACCELA with appropriate access to CUSTOMER’s facilities, personnel, data systems, and other resources. CUSTOMER acknowledges that the implementation process described in this Services Agreement is cooperative in nature and that CUSTOMER must complete its designated tasks in a timely manner in order for ACCELA to proceed with and complete the Professional Services. CUSTOMER delays during the implementation period may have adverse collateral effects on ACCELA’s overall work schedule. Although ACCELA will use its best efforts to immediately resume work following such a delay, CUSTOMER acknowledges that schedules for the Professional Services may be delayed by more than the number of days delayed by CUSTOMER. CUSTOMER agrees that if additional time is required to complete the Professional Services because of

mailto:[email protected]



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CUSTOMER delays, such time will be charged to CUSTOMER at ACCELA’s then-current time-and-materials rates.

5. Compensation. 5.1. Implementation Fees. As full compensation for ACCELA’s Professional Services, and according to the amounts indicated and the billing events schedule described in Exhibit A (Statement of Work) and this Services Agreement, the CUSTOMER agrees to pay to ACCELA a fixed price with three (3) scheduled progress payments: 25% at project kick-off ($24,605.00) 40% at the end of implementation month 2 ($39,368) 35% upon project completion ($34,447). The maximum financial exposure to the CUSTOMER (COUNTY) under this Agreement will not exceed $98,420.00. The pricing set forth herein reflects information generally known to ACCELA, supplied to ACCELA by CUSTOMER, and based on ACCELA’s interpretation of the work to be performed. As stated in the Statement of Work (Exhibit A), expenses will not be reimbursed during this project. CUSTOMER will work with the ACCELA team to minimize the actual on-site presence needed to make this project successful. Payment will be made by the CUSTOMER to ACCELA within thirty (30) days of receipt of correct invoices and proper documentation that the services have been delivered or provided in accordance with this Contract. 5.2. Payment Terms. Amounts are quoted in United States dollars and do not include applicable taxes, if any. CUSTOMER will be responsible for payment of all federal, state or provincial, and local taxes and duties, except those based on ACCELA’s income. If CUSTOMER is exempt from certain taxes, CUSTOMER will provide ACCELA with an appropriate certificate of exemption. CUSTOMER will be invoiced for all amounts upon occurrence of the billing events described in Exhibit A. Payment will be made by the CUSTOMER to ACCELA within thirty (30) days of receipt of correct invoices and proper documentation that the services have been delivered or provided in accordance with this Contract. ACCELA may, at its sole discretion, suspend its obligations hereunder without penalty until payments for all past-due billings have been paid in full by CUSTOMER. 5.3. Appropriation of Funds. This Services Agreement is subject to appropriation by the GUILFORD COUNTY Board of Commissioners or other funding source, pursuant to N.C.G.S. Chapter §153A-13. 6. Notices. All notices pursuant to this Agreement shall be in writing and delivered personally or mailed by certified mail, registered mail, postage prepaid, with return receipt requested, at the addresses appearing below, but each Party may change such address by written notice in accordance with this paragraph. Notices delivered personally will be deemed communicated as of actual receipt. Mailed notices will be deemed communicated as of three (3) days after mailing. ACCELA, INC.: CUSTOMER: ACCELA, INC. GUILFORD COUNTY, North Carolina 2633 Camino Ramon, Suite 120 201 West Market Street Bishop Ranch 3 Greensboro, North Carolina 27401 San Ramon, California 94583 Attn.: Hemant Desai, Information Services


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Attn.: Contracts Administration Director Telephone: 925.659.3200 Telephone: 336-641-3371 Fax: 925-407-2722 Fax 336-641-4504 E-Mail: [email protected] E-Mail: [email protected] 7. Confidentiality.

7.1. Definitions. “Disclosing Party” and “Recipient” refer respectively to the Party which discloses information and the party to which information is disclosed in a given exchange. Either ACCELA or Customer may be deemed Disclosing Party or Recipient, depending on the circumstances of a particular communication or transfer of information. “Confidential Information” means all disclosed information relating in whole or in part to non-public data, proprietary data compilations, computer source codes, compiled or object codes, scripted programming statements, byte codes, or data codes, entity-relation or workflow diagrams, financial records or information, client records or information, organizational or personnel information, business plans, or works-in-progress, even where such works, when completed, would not necessarily comprise Confidential Information. The foregoing listing is not intended by the Parties to be comprehensive, and any information which Disclosing Party marks or otherwise designates as “Confidential” or “Proprietary” will be deemed and treated as Confidential Information. Information which qualifies as “Confidential Information” may be presented to Recipient in oral, written, graphic, and/or machine-readable formats. Regardless of presentation format, such information will be deemed and treated as Confidential Information. Notwithstanding, the following specific classes of information are not “Confidential Information” within the meaning of this Section: a. information which is in Recipient’s possession prior to disclosure by Disclosing Party; b. information which is available to Recipient from a third party without violation of this MA or Disclosing Party’s intellectual property rights; c. information disclosed pursuant to Subsection 4.4 below; d. information which is in the public domain at the time of disclosure by Disclosing Party, or which enters the public domain from a source other than Recipient after disclosure by Disclosing Party; e. information which is subpoenaed by governmental or judicial authority; and, f. information subject to disclosure pursuant to a state’s public records laws.

7.2. Confidentiality Term. The obligations described in this Section commence on the Effective Date and will continue until two (2) years following any termination or expiration of this Services Agreement (“Confidentiality Term”). 7.3. Confidentiality Obligations. During the Confidentiality Term, Recipient will protect the confidentiality of Confidential Information using the same degree of care that it uses to protect its own information of similar importance, but will in any case use no less than a reasonable degree of care to protect Confidential Information. Recipient will not directly or indirectly disclose Confidential Information or any part thereof to any third party without Disclosing Party’s advance express written authorization to do so. Recipient may disclose Confidential Information only to its employees or agents under its control and direction in the normal course of its business and only on a need-to-know basis. In responding to a request for Confidential Information, Recipient will cooperate with Disclosing Party, in a timely fashion and in a manner not inconsistent with applicable laws, to protect the Confidential Information to the fullest extent possible.

8. Publicity. During the term of this Services Agreement, including the term of any Amendment hereto, ACCELA may not publicly disclose its ongoing business relationship with CUSTOMER, to the extent allowed




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by law. Such disallowed disclosures may include CUSTOMER’s identity and the ACCELA product(s) and/or services provided or contracted to be provided to CUSTOMER. These disallowed disclosures may include press releases or other communications to media, display on ACCELA web sites, or use in other marketing activities or other non-public information. There shall be no implied or express indication of CUSTOMER’s endorsement of ACCELA’s products and/or services without CUSTOMER’s prior written authorization. 9. Other Terms and Conditions. 9.1. Indemnification. ACCELA shall operate as an independent contractor for all purposes. The Parties agree to each be solely responsible for their own acts or omissions in the performance of each of their individual duties hereunder, and shall be financially and legally responsible for all liabilities, costs, damages, expenses and attorney fees resulting from, or attributable to any and all of their individual acts or omissions to the extent allowable by law.

9.2. Limitation of Liability. ACCELA provides no warranty whatsoever for any third-party hardware or software products. Third-party applications which utilize or rely upon the Application Services may be adversely affected by remedial or other actions performed pursuant to this Services Agreement; ACCELA bears no liability for and has no obligation to remedy such effects. Except as set forth herein, ACCELA provides all Professional Services “as is” without express or implied warranty of any kind regarding the character, function, capabilities, or appropriateness of such services or deliverables. To the extent not offset by its insurance coverage and to the maximum extent permitted by applicable laws, in no event will ACCELA’s cumulative liability for any general, incidental, special, compensatory, or punitive damages whatsoever suffered by CUSTOMER or any other person or entity exceed the fees paid to ACCELA by CUSTOMER during the twelve (12) calendar months immediately preceding the circumstances which give rise to such claim(s) of liability, even if ACCELA or its agents have been advised of the possibility of such damages.

9.3. Insurance Coverage. ACCELA will maintain insurance coverage at its sole cost and expense and will provide certificates of insurance to CUSTOMER if so requested. The insurance will not be cancelled or terminated without thirty (30) calendar days’ advance written notice to CUSTOMER.

9.4. Jurisdiction and Dispute Resolution. The Parties agree that this Contract is subject to the jurisdiction and laws of the State of North Carolina. ACCELA will comply with bid restrictions, if any, and applicable laws, including N.C.G.S. §143-129(j) regarding E-Verify. Any controversies or claims arising out of this Contract shall be governed by and construed in accordance with the laws of the State of North Carolina and will be settled in the courts of Guilford County in the State of North Carolina.

9.5. Force Majeure. If either Party is delayed in its performance of any obligation under this Services Agreement due to causes or effects beyond its control, that Party will give timely notice to the other Party and will give timely notice to the other Party and will act in good faith to resume performance as soon as practicable.

9.6. Assumption/Assignment. ACCELA may assign its rights and obligations hereunder for purposes of financing or pursuant to corporate transactions involving the sale of all or substantially all of its stock or assets. ACCELA or its assignee will notify CUSTOMER of any such assignment as soon as is practicable. If ACCELA should undergo merger, acquisition, bankruptcy or any change in their ownership or their name for any reason, ACCELA must notify CUSTOMER in writing of these changes and provide CUSTOMER with legal documentation supporting these changes, such as an Assumption Agreement, Bill of Sale, Articles of Incorporation, Articles of Amendment, sales contract, merger documents, etc. Further, ACCELA will submit the name and address of the assuming provider’s registered agent for service of process and/or all Notices required under this Services Agreement. Any assignee will fully assume the rights and obligations of


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ACCELA without additional or alternative consideration from CUSTOMER. ACCELA may subcontract with qualified third parties to provide portions of the Professional Services described hereinabove.

9.7. Severability. If any particular provision of this Services Agreement is determined to be invalid or unenforceable, that determination will not affect the other provisions of this Services Agreement, which will be construed in all respects as if the invalid or unenforceable provision were omitted.

9.8. Alternate Terms Disclaimed. The Parties expressly disclaim any alternate terms and conditions accompanying drafts and/or purchase orders issued by CUSTOMER.

9.9. Headings/Titles/Wording. Inclusion of titles of paragraphs or section headings, capitalization of certain words or phrases and/or bold face typestyle of certain words or phrases in this Contract are for convenience purposes only and shall not be used to interpret or construe the provisions of this Agreement. The terms “Contract,” “Services Agreement,” “SA,” “Agreement,” and “Maintenance Agreement” have the same meaning and may be used interchangeably throughout this document. The terms “Attachment,” “Exhibit,” and “Addendum” have the same meaning and may be used interchangeably throughout this document.

9.10. Entire Agreement. This Contract, including the Exhibits and/or Attachments, sets forth the entire Agreement between the Parties. This Contract shall not be modified except by a writing subscribed to by all the Parties. The Parties expressly disclaim any alternate terms and conditions accompanying drafts and/or purchase orders issued by CUSTOMER. WITNESS the following signatures and seals all pursuant to authority duly granted, effective as of the day and year first above written.

GUILFORD COUNTY ATTEST:

___________________________________ ___________________________________ Marty K. Lawing, Guilford County Manager Guilford County Clerk to Board

Date:_______________________________ (COUNTY SEAL)

ACCELA, INC. ATTEST:

___________________________________ ___________________________________ President Corporate Secretary

Printed Name: (CORPORATE SEAL)

___________________________________ This instrument has been preaudited in the

manner required by the Local Government Date:_______________________________ Budget and Fiscal Control Act.

___________________________________ Guilford County Finance Director


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EXHIBIT A

The Statement of Work (SOW) document follows this page.


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Statement of Work

Guilford County, NC

2/2/2014

Statement of Work

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TABLE OF CONTENTS

Document Control .................................................................................................................................................................. 333

Overview .................................................................................................................................................................................... 444

Project Schedule ...................................................................................................................................................................... 444

Project Assumptions .............................................................................................................................................................. 444

Work Description ................................................................................................................................................................... 555

Phase 1 – Upgrade ACCELA software from 6.7.x to 7.3.x ....................................................................................................... 555

Phase 2 – Migrate from ACCELA Automation Classic to ACCELA Automation V360 ................................................... 666

Phase 3 – Deploy New Solutions ...................................................................................................................................................... 666

Phase 4 – Business Process Improvement Recommendations .......................................................................................... 777

Project Budget and Payment .............................................................................................................................................. 888

Task Breakdown by Hours ................................................................................................................................................................. 888

Expenses .................................................................................................................................................................................................... 999

Payment Terms ....................................................................................................................................................................................... 999

Acceptance ................................................................................................................................................................................................ 999

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Document Control

Date Author Version Change Reference

2/2/2014 Keith Hobday 1.0 Initial SOW Development

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Overview This Statement of Work (“SOW”) dated 2/2/2014 sets forth a scope and definition of the consulting/professional services, work and/or project (collectively, the “Services”) to be provided by ACCELA (“ACCELA”) to GUILFORD COUNTY, NC (“CUSTOMER”), and also collectively referred to as the “Parties.”

Terms not defined in this SOW are as defined in the Services Agreement. In the event of any conflict between the Agreement and this SOW, the terms of the Services Agreement shall govern.

Project Schedule This project is expected to last four (4) months. Upon execution of this SOW, the Parties will collaborate to determine a start date for Services to be rendered. Upon initiation of these Services, the ACCELA Project Manager will work with the CUSTOMER to collaboratively define a baseline project schedule. Given the fact that project schedules are working documents that change over the course of the project, the ACCELA Project Manager will work closely with CUSTOMER to update, monitor, agree, and communicate any modifications.

Due to the compressed nature of the project schedule, if a CUSTOMER-based delay puts the project on hold more than one (1) month, ACCELA reserves the right to terminate the Contract and new terms will need to be negotiated. If a CUSTOMER-based delay puts the project on hold past the termination period, ACCELA reserves the right to terminate the Contract at the time of the delay.

Project Assumptions

Scope is based on pricing defined in the RFP.

CUSTOMER and ACCELA will review their responsibilities before work resumes ensuring that Services can be satisfactorily completed.

CUSTOMER will provide ACCELA with access to its equipment, systems, and personnel to the extent needed to complete the defined Services.

CUSTOMER will provide work space for ACCELA Services for work completed on CUSTOMER premises.

CUSTOMER will maintain primary responsibility for the scheduling of CUSTOMER employees and facilities in support of project activities.

CUSTOMER shall provide ACCELA with network access for remote configuration and testing through industry standard secure access methods.

CUSTOMER will provide ACCELA with access to test and development environments for each CUSTOMER system that requires integration with ACCELA Automation.

CUSTOMER has committed to the involvement of key resources and subject matter experts for ongoing participation in all project activities as defined in the project plan associated with this SOW.

CUSTOMER will commit project sponsors and all necessary stakeholders and SME’s

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during the project kickoff.

Additional worked hours over the hours or scope stated in the SOW will require a Change Order.

ACCELA is not responsible for impacts to project timeline created by dependency on CUSTOMER third party consultants. Timeline changes will result in a Change Order for extension of ACCELA project resources caused by CUSTOMER third party consultant actions (including availability) resulting in additional time or scope.

Work Description ACCELA will work with CUSTOMER staff to upgrade ACCELA products to version 7.3, migrate from ACCELA Automation Classic to ACCELA Automation V360, and assist in deployment of new ACCELA solutions according to the requirements set forth by the CUSTOMER.

1. Phase 1 – Upgrade ACCELA software from 6.7.x to 7.3.x 2. Phase 2 – Migrate from ACCELA Automation Classic to ACCELA Automation V360 3. Phase 3 – Deploy New Solutions 4. Phase 4 – Business Process Improvement Recommendations 5. Project Management

Phase 1 – Upgrade ACCELA software from 6.7.x to 7.3.x

ACCELA will work with the CUSTOMER to complete the following requirements necessary to upgrade ACCELA Automation Software from 6.7.x to 7.3.x.

In terms of specific output, the following will be executed for this deliverable:

Test and Prod environments software installs/upgrades from 6.7.x to 7.3.x o Assumes ACCELA Automation, ACCELA Document Service, indexer, ACCELA

Mobile Office, ACCELA Citizen Access, ACCELA GIS

o Assumes no custom AMO report work o Assumes no custom ACA wrapper work o Assumes CUSTOMER has ArcGIS Server 10.0 or 10.1 o Assumes no Brava Viewer work

System install document for Test and Prod environments will be provided by ACCELA.

ACCELA will provide hardware specs for ACCELA servers and ACCELA Mobile Office client hardware.

ACCELA IVR / Voxeo install. ACCELA IVR 7.3.0 installation guide already provided to Guilford County.

ACCELA GIS Admin configuration support. Establish integration between ACCELA GIS and

ArcGIS server/services.

ACCELA GIS admin training. Train the trainer. 2 hours of remote training. Covers AGIS Admin tool and AGIS settings in AMO, ACA, AA.

ACCELA Mobile Office admin training. o Train the trainer approach. 2 hours of remote training. Covers AMO Admin tool

and settings in AA.

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ACCELA Mobile Office end user training.

o Train the trainer approach. 2 hours of remote training. Covers standard AMO functionality.

User Acceptance Testing support. o The test plans, use cases, and test cases will be developed by Guilford County.

Testing will be managed by Guilford County. ACCELA will be available in a support role only. ACCELA will assist in resolution of issues identified during User Acceptance Testing.

Go Live Support. 40 hours to be shared among all phases.

Project Management. o Facilitate the bi-weekly project status meetings. Manage ACCELA resources

to complete ACCELA activities. Support Guilford County project manager in project plan creation. Bi-weekly status reports documenting project progress, planned activities, risks, issues, changes and acceptance.

Phase 2 – Migrate from ACCELA Automation Classic to ACCELA Automation V360

ACCELA will complete user requirements documentation and configuration for V360 consoles including its associated portlets, view filters, menus, and text settings.

In terms of specific output, the following will be executed for this deliverable:

Analysis and configuration for 2 V360 consoles

ACCELA / Crystal adapter deployment

Configure up to 10 Crystal / ARW reports in V360 AA Report Manager

o assumes no report development

Develop new custom Crystal receipt report

V360 admin and Data Manager training. Recommend onsite. 3 days. ACCELA provided agenda.

User Acceptance Testing support.

o The test plans, use cases, and test cases will be developed by Guilford County. Testing will be managed by Guilford County. ACCELA will be available in a support role only. ACCELA will assist in resolution of issues identified during User Acceptance Testing.

Go Live Support. Remote. 40 hours to be shared among all phases.

Project Management.

o Facilitate the bi-weekly project status meetings. Manage ACCELA resources to complete ACCELA activities. Support Guilford County project manager in project plan creation. Bi-weekly status reports documenting project progress, planned activities, risks, issues, changes and acceptance.

Phase 3 – Deploy New Solutions

EMSE 2.0 upgrade support. Upgrade ESME scripts from 1.4/1.6 to 2.0. o This is to be performed after 7.3.x upgrade is complete

Setup Ad Hoc reports for Test and Prod environments. o This includes the creation of one (1) prototype ad-hoc report.

Deploy standard Official Payments ePayment solution in ACA

o assumes no ACA report development

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o assumes no tax interface support ACCELA Citizen Access admin training. Recommend combining ACCELA

Automation admin training and ACA Admin training for onsite.

User Acceptance Testing support.

o The test plans, use cases, and test cases will be developed by Guilford County. Testing will be managed by Guilford County. ACCELA will be available in a support role only. ACCELA will assist in resolution of issues identified during User Acceptance Testing.

Go Live Support. Remote. 40 hours to be shared among all phases.

Project Management.

o Facilitate the bi-weekly project status meetings. Manage ACCELA resources to complete ACCELA activities. Support Guilford County project manager in project plan creation. Bi-weekly status reports documenting project progress, planned activities, risks, issues, changes and acceptance.

Phase 4 – Business Process Improvement Recommendations

Suggest business process improvements identified during the upgrade. Document and/or implement business process improvements as budget exists.


Maintenance Agreement (MA), Version 12/10/2010 Page 8 of 15

Project Budget and Payment

Task Breakdown by Hours

The table below itemizes the tasks and level of effort to be performed.

Task Estimated Hours

Project Planning and Management

Project Management 100

Upgrade ACCELA 6.7 to 7.3

Install ACCELA 7.3 for ACCELA Automation, ACCELA Mobile, ACCELA Citizen Access, ACCELA GIS

64

Install ACCELA 7.3 for ACCELA IVR 32

Setup Active Directory 8

ACCELA GIS Configuration 16

ACCELA GIS Admin Training 4

ACCELA Mobile Admin Training 4

ACCELA Mobile End User Training 8

Migrate from ACCELA Automation Classic to V360

V360 User experience configuration 40

Setup Crystal Reporting service in Report manager 8

Develop new Custom Receipt 16

v360 Admin and Data Manager Training 28

Deploy New Solutions

EMSE 2.0 Upgrade 52

Setup Ad-Hoc Reporting 8

Official Payments ePayment Adaptor 8

ACCELA Citizen Access Admin Training 16

Business Process Improvements

Business Process Improvement Recommendations 40

Testing

User Acceptance Testing 40

Final Preparation, Go Live and Post Go Live Support

Go Live Support 40

Total ACCELA Personnel Hours 532


Maintenance Agreement (MA), Version 12/10/2010 Page 9 of 15

Expenses

Expenses will not be reimbursed during the project. The CUSTOMER will work with the ACCELA team to minimize the actual on-site presence needed to make this project successful.

Payment Terms

This is a Fixed Price proposal with three scheduled progress payments. 25% at project kick-off ($24,605) 40% at the end of implementation month 2 ($39,368) 35% upon project completion ($34,447) Billing terms for professional services are Net 30.

If the CUSTOMER requires additional services outside the scope of work, a separate estimate will be provided.

These costs do not include hardware or equipment. Please contact your selected hardware vendor for additional hardware or software costs. The pricing set forth herein reflects information generally known to ACCELA, supplied to ACCELA by client, and based on ACCELA’s interpretation of the work to be performed.

Acceptance

Accepted By: Accepted By:

GUILFORD COUNTY ATTEST:

___________________________________ __________________________________ Marty K. Lawing, Guilford County Manager Guilford County Clerk to Board

Date:_______________________________ (COUNTY SEAL)

ACCELA, INC. ATTEST:

___________________________________ __________________________________ President Corporate Secretary

Printed Name: (CORPORATE SEAL) ___________________________________ Date:_______________________________

END OF DOCUMENT

GUILFORD COUNTY CONTRACT NO. 00243-02/14-259 …

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