2016/07/01 Accela, Inc. Legislative Management Order Detail Acce la CITY OF MENIFEE-ACCELA LEGISLATIVE MANAGEMENT
ORDER SCHEDULE 2016
City of Menifee
Accela Legislative Management
April 25, 2016
Kevin Strauss
Business Development Executive
(631) 389-3691
kstrauss@accela.com
Page 1 of 4 City of Menifee—Legislative Management Order Schedule
Accela CITY OF MENIFEE—ACCELA LEGISLATIVE MANAGEMENT
ORDER SCHEDULE 2016
Products • Services
Annual Subscriptions
Product Code Product Name oty Total Price
SS60AA&MT07C101 Legislative Management-Agenda&Minutes T07 P75K-100K 1 $13,100.00
SS60ACSTT07Cl01 Legislative Management-Civic Streaming T07 P75K-100K 1 $5,900.00
SS60ADBRT07CI01 Legislative Management-Digital Boardroom T07 P75K-100K 1 $5,900.00
Grand Total: USD$24,900.00
Accela Legislative Management Order Detail
• •
Customer Name City of Menifee
Customer Contact Derek Williamson
Customer Address 29714 Haun Rd.,Menifee,California 92586
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Invoices will be sent out using the term start and end dates below:
Contract Term 12 Months
Term Start 07/01/2016
Term End 06/30/2017
Payment Due Net 30 days from invoice date
PO Required?(YIN):N PO#(If required
Page 2 of 4 City of Menifee—Legislative Management Order Schedule
Accela CITY OF MENIFEE—ACCELA LEGISLATIVE MANAGEMENT
ORDER SCHEDULE 2016
Terms • Conditions
1. IMPORTANT NOTICE TO USER: Accela, Inc. ("Accela") owns all intellectual property in the software products listed in
Section 7 below, (collectively"Software"). Customer shall not modify, adapt, translate, rent, lease or otherwise attempt to
discover the Software source code. This Agreement will be governed by the laws in force in the State of California.
2. Software License. The Software subscription services and the accompanying files, software updates, lists and
documentation are licensed, not sold, to you. You may install and Use a copy of the Software on your compatible computer
for the purpose of connecting to the hosted service provided by Accela as long as you are a current subscriber and maintain
your monthly or annual continued services for the applicable licenses. Except as expressly set forth herein,Accela disclaims
any and all express and implied warranties, including but not limited to warranties of merchantability and fitness for a
particular purpose.
3. Continued Services
3.1 Updates and Renewals. If the Software is an Update to a previous version of the Software, you must possess a valid
license to the previous version in order to use the Update. Corrections of substantial defects in the Software so that the
Software will operate as purported will be rectified by Accela. Customer agrees to install all updates, including any
enhancements, for the Software in accordance with the instructions provided by Accela.
3.2 Hosting. Accela agrees to maintain Customer data in a secure datacenter and is committed to providing 99.9% uptime
and availability. Accela will perform nightly backups of your hosted data to an alternate physical location.
3.3 Ownership of Data. All hosted data belongs to the Customer. Within thirty (30) calendar days following termination of
this Agreement, Accela will provide a complete copy of Customer's data without additional charge through a downloadable
backup or DVD.
4. Payment Terms&Fees
4.1 Term and Termination. Unless otherwise stated above in the Order Detail of this order schedule, Subscription terms are
twelve (12) calendar months in duration. The initial Term of this Agreement is effective as of the date of the Customer's
signature ("Effective Date") and will continue for 12 months unless otherwise stated in the order detail. At the end of the
initial term, Customer's subscription will renew for an additional 12 month term unless Customer provides written notice to
Accela not less than sixty (60) calendar days prior to the end of the initial term. Provided Accela notifies Customer not less
than sixty (60)calendar days prior to the end of said prior term,Accela reserves the right to increase the annual fees by 7%
on the anniversary date of each annual term.
4.2 Payment Terms. Annual Subscription Services of USD$24,900.00 will commence on July 1, 2016 or the
effective date of the agreement,whichever is later. Each subsequent annual billing will occur on the anniversary date
of initial term. Payment Terms are NET 30 Days from the invoice date.
4.3 In exchange for its use of the Subscribed Services, Customer will pay to Accela the amounts indicated in the Order. Said
amounts are based on services purchased and not actual usage; payment obligations are non-cancelable and fees paid are
non-refundable, except as otherwise specifically-provided herein. Unless otherwise stated, such fees do not include any
taxes, levies, duties or similar governmental assessments of any nature, including but not limited to value-added,sales, use
or withholding taxes, assessable by any local, state, provincial, federal or foreign jurisdiction ("Taxes"). Customer is
responsible for paying all Taxes associated with its purchases hereunder. If Accela has the legal obligation to pay or collect
Taxes for which Customer is responsible, the appropriate amount will be invoiced to and paid by Customer, unless Accela is
provided with a valid tax exemption certificate authorized by the appropriate taxing authority. Accela is solely responsible
for taxes assessable against it based on its income, property and employees.
4.4 On-Site Support and Expenses. Should on-site support requiring travel by Accela staff be requested by Customer,Accela
will provide on-site assistance at Accela's then-current time-and-materials rates. In addition to these charges,Customer will
compensate Accela for associated airfare, lodging, rental transportation, meals, and other incidental expenses as such
expenses accrue and will be billed at cost and invoiced separately.
4.5 Hardware. Hardware, if any, is provided at no additional cost. Accela does not warrant any hardware. Should Accela
furnish encoder hardware as part of the Civic Streaming (fka MediaTraq) video streaming service, hardware warranty is
through manufacturer repair or replacement only.Any hardware issues requiring new equipment not covered by the warranty
will be billed to the client at cost. Any upgrades, additional encoders, etc. will be billed to client. Any hardware furnished to
client as part of Accela's services is to be returned to Accela upon termination of associated services.
Page 3 of 4 City of Menifee—Legislative Management Order Schedule
Accela CITY OF MENIFEE—ACCELA LEGISLATIVE MANAGEMENT
ORDER SCHEDULE 2016
S. Limitation of Liability. Accela will, at all times during the Agreement, maintain appropriate insurance coverage. 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.
6.Alternate Terms Disclaimed. The parties expressly disclaim any alternate terms and conditions accompanying drafts
and/or purchase orders issued by Customer.
This Order Schedule is entered into between Customer and Accela. Customer accepts and agrees to adhere to the Terms and
Conditions with this order schedule, will be referenced as the "Agreement."This Agreement between Customer and Accela,
which Customer hereby acknowledges and accepts, constitutes the entire agreement between Accela and Customer governing
the Services referenced above. Customer represents that its signatory below has the authority to bind Customer to the terms
of this Agreement.
Other
Contract Term 12 Months
Special Terms Section 4.1-Replace last sentence with the following two sentences-
Accela will Increase the annual fees by 12%in the first renewal period. Provided Accela notifies Customer not less than
sixty(60)calendar days prior to the end of the first renewal period,Accela reserves the right to increase the annual fees by
7%on the anniversary date of each subsequent renewal period.
Accounting Payable • • •
First Name: Ann-Marie I Last Name: lEtienne
Title: Account Clerk
Email Address: accountspayable@cityofinenifee.us
Phone Number: 95 1-672-6777
Signature •
Vendor Accela,Inc. Client City of Menifeoh
Signed By Signed By
Date Date May , 2016
Title Title City Manager
Name(Print) Name(Print) I Rob Johnson
Additional Signatures •• •
Client City of Menlfee Client City of Menifee
Signed By Signed By
Name(Print) Name(Print)
Title Title
Date Date
Page 4 of 4 City of Menifee—Legislative Management Order Schedule