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Accela - 2016 AgreementAGREEMENT FOR SERVICES (For contracts over $5,000 — NON - DESIGN, NON - ENGINEERING TYPE CONTRACTOR) This AGREEMENT made this 15`h day of July, 2016, between: CITY: City of Gilroy, having a principal place of business at 7351 Rosanna Street, Gilroy, California and CONTRACTOR: Accela, Inc., having a principal place of business at 2633 Camino Ramon, Suite 500, San Ramon, California 94583. ARTICLE 1. TERM OF AGREEMENT This Agreement will become effective on July 15, 2016 and will continue in effect through July 30, 2017 unless terminated in accordance with the provisions of Article 7 of this Agreement. Any lapse in insurance coverage as required by Article 5, Section D of this Agreement without replacement coverage in place shall be grounds for termination this Agreement regardless of y other provision stated herein. ti 1 ARTICLE 2. INDEPENDENT CONTRACTOR STATUS It is the express intention of the parties that CONTRACTOR is an independent contractor andnot an employee, agent, joint venturer or partner of CITY. Nothing in this Agreement shall be interpreted or construed as creating or establishing the relationship of employer and employee between CITY and CONTRACTOR or any employee or agent of CONTRACTOR. Both parties acknowledge that CONTRACTOR is not an employee for state or federal tax purposes. CONTRACTOR shall not be entitled to any of the rights or benefits afforded to CITY'S employees, including, without limitation, disability or unemployment insurance, workers' compensation, medical insurance, sick leave, retirement benefits or any other employment benefits. CONTRACTOR shall retain the right to perform services for others during the term of this Agreement. ARTICLE 3. SERVICES TO BE PERFORMED BY CONTRACTOR A. Specific Services CONTRACTOR agrees to: Perform the services as outlined in Exhibit "A" ( "Specific Provisions ") and Exhibit "B" ( "Scope of Services "). B. Method of Performing Services CONTRACTOR shall determine the method, details and means of performing the above - described services. CITY shall have no right to, and shall not, control the manner or determine the method of accomplishing CONTRACTOR'S services. 4835- 2261 -0361v1 _l _ LAC104706083 C. Employment of Assistants CONTRACTOR may, at the CONTRACTOR'S own expense, employ such assistants as CONTRACTOR deems necessary to perform the services required of CONTRACTOR by this Agreement, subject to the prohibition against assignment and subcontracting contained in Article 5 below. CITY may not control, direct, or supervise CONTRACTOR'S assistants in the performance of those services. CONTRACTOR assumes full and sole responsibility for the payment of all compensation and expenses of these assistants and for all state and federal income tax, unemployment insurance, Social Security, disability insurance and other applicable withholding. D. Place of Work CONTRACTOR shall perform the services required by this Agreement at any place or location and at such times as CONTRACTOR shall determine is necessary to properly and timely perform CONTRACTOR'S services. I1 "191 "WM6Z11U I J Ol►M IMMI A. Consideration In consideration for the services to be performed by CONTRACTOR, CITY agrees to pay CONTRACTOR the amounts set forth in Exhibit "C" ( "Payment Schedule "). In no event however shall the total compensation paid to CONTRACTOR exceed $19,000. B. Invoices CONTRACTOR shall submit invoices for all services rendered. C. Payment Payment shall be due according to the payment schedule set forth in Exhibit "C ". No payment will be made unless CONTRACTOR has first provided City with a written receipt of invoice describing the subscription services provided. If CITY objects to all or any portion of any invoice, CITY shall notify CONTRACTOR of the objection within thirty (30) days from receipt of the invoice, give reasons for the objection, and pay that portion of the invoice not in dispute. It shall not constitute a default or breach of this Agreement for CITY not to pay any invoiced amounts to which it has objected until the objection has been resolved by mutual agreement of the parties. D. Expenses CONTRACTOR shall be responsible for all costs and expenses incident to the performance of services for CITY, including but not limited to, all costs of equipment used or provided by CONTRACTOR, all fees, fines, licenses, bonds or taxes required of or imposed against CONTRACTOR and all other of CONTRACTOR'S costs of doing business. CITY shall not be responsible for any expenses incurred by CONTRACTOR in performing services for CITY, except for those expenses constituting "direct expenses" referenced on Exhibit "A." 4835- 2267 -03610 _2_ LA004706083 ARTICLE 5. OBLIGATIONS OF CONTRACTOR A. Tools and Instrumentalities CONTRACTOR shall supply all tools, and instrumentalities required to perform the services under this Agreement at its sole cost and expense. CONTRACTOR is not required to purchase or rent any tools, equipment or services from CITY. B. Workers' Compensation CONTRACTOR agrees to provide workers' compensation insurance for CONTRACTOR'S employees and agents and agrees to hold harmless, defend and indemnify CITY, its officers, representatives, agents and employees from and against any and all claims, suits, damages, costs, fees, demands, causes of action, losses, liabilities and expenses, including without limitation reasonable attorneys' fees, arising out of any injury, disability, or death of any of CONTRACTOR'S employees. C. Indemnification of Liability, Duty to Defend As to all liability, to the fullest extent permitted by law, CONTRACTOR shall defend, indemnify and hold harmless CITY, its officers, representatives, agents and employees against any and all suits, damages, costs, fees, claims„ demands, causes of action, losses, liabilities and expenses, including without limitation attorneys' fees, arising or resulting directly or indirectly from any act or omission of CONTRACTOR or CONTRACTOR'S assistants, employees or agents, including all claims relating to the injury or death of any person or damage to anyproperty. D. Insurance In addition to any other obligations under this Agreement, CONTRACTOR shall, at no cost to CITY, obtain and maintain throughout the term of this Agreement: (a) Commercial Liability Insurance on a per occurrence basis, and Auto Insurance coverage for owned and non -owned automobiles, with a minimum combined single limit coverage of $1,000,000 per occurrence for all damages due to bodily injury, sickness or disease, or death to any person, and damage to property, including the loss of use thereof. As a condition precedent to CITY'S obligations under this Agreement, CONTRACTOR shall furnish written evidence of such coverage (naming CITY, its officers and employees as additional insureds on the Comprehensive General Liability insurance policy referred to in (a) immediately above via a specific endorsement) and requiring thirty (30) days written notice of policy lapse or cancellation, or of a material change in policy terms. 48352267 -0361v1 _3_ LA004706083 E. Assignment Notwithstanding any other provision of this Agreement, neither this Agreement nor any duties or obligations of CONTRACTOR under this Agreement may be assigned or subcontracted by CONTRACTOR without the prior written notice of CITY. A change of control of CONTRACTOR or a transfer by CONTRACTOR for purposes of financing shall not constitute an assignment hereunder, provided that in the event of a change of control the successor assumes the obligations of this Agreement. F. State and Federal Taxes As CONTRACTOR is not CITY'S employee, CONTRACTOR shall be responsible for paying all required state and federal taxes. Without limiting the foregoing, CONTRACTOR acknowledges and agrees that: • CITY will not withhold FICA (Social Security) from CONTRACTOR'S payments; • CITY will not make state or federal unemployment insurance contributions on CONTRACTOR'S behalf, • CITY will not withhold state or federal income tax from payment to CONTRACTOR; • CITY will not make disability insurance contributions on behalf of CONTRACTOR; • CITY will not obtain workers' compensation insurance on behalf of CONTRACTOR. ARTICLE 6. OBLIGATIONS OF CITY A. Cooperation of City CITY agrees to respond to all reasonable requests of CONTRACTOR and provide access, at reasonable times following receipt by CITY of reasonable notice, to all documents reasonably necessary to the performance of CONTRACTOR'S duties under this Agreement. B. Assignment CITY may assign this Agreement or any duties or obligations thereunder to a successor governmental entity with written notice to CONTRACTOR. Such assignment shall not release CONTRACTOR from any of CONTRACTOR'S duties or obligations under this Agreement. ARTICLE 7. TERMINATION OF AGREEMENT A. Sale of CONTRACTOR's Business. CONTRACTOR shall notify CITY of the proposed sale of CONTRACTOR's business no later than thirty (30) days after any such sale. CITY shall have the option of terminating this Agreement within thirty (30) days after receiving such notice of sale. Any such CITY termination pursuant to this Article 7.A shall be in writing and sent to the address for notices to CONTRACTOR set forth in Exhibit A, Subsection V.H., no later than thirty (30) days after CITY' receipt of such notice of sale. 4835 - 2267 -03610 _4_ LAM04706083 B. Termination by City for Default of CONTRACTOR Should CONTRACTOR default in the performance of this Agreement or materially breach any of its provisions, CITY, at CITY'S option, may terminate this Agreement by giving written notification to CONTRACTOR. For the purposes of this section, material breach of this Agreement shall include, but not be limited to the following: CONTRACTOR'S failure to professionally and/or timely perform any of the services contemplated by this Agreement. 2. CONTRACTOR'S breach of any of its representations, warranties or covenants contained in this Agreement. CONTRACTOR shall be entitled to payment only for all work completed in accordance with the terms of this Agreement through the date of the termination notice, provided that such payment shall not exceed the amounts set forth in this Agreement for the tasks described in Exhibit B" which have been fully and timely rendered by CONTRACTOR. Notwithstanding the foregoing, if CITY terminates this Agreement due to CONTRACTOR'S default in the performance of this Agreement or material breach by CONTRACTOR of any of its provisions, CITY shall provide CONTRACTOR thirty (30) calendar days' written notice of such termination, describing the circumstances of the default or material breach so that CONTRACTOR may correct the default or material breach. Upon receipt of the notice of termination and failure to correct the default or material breach within thirty (30) calendar days, CONTRACTOR shall cease rendering services, pursuant to this Agreement. CITY shall pay CONTRACTOR for services rendered and expenses incurred by CONTRACTOR up to the date of termination. In case of termination for default by the Contractor, the Contractor, upon notice from the City, shall pay the City, within 30 calendar days of such notice, any prepaid subscription fees or service fees that remain unused or unperformed at the time of default. C. Termination for Failure to Make Agreed -Upon Payments Should CITY fail to pay CONTRACTOR all or any part of the compensation set forth in Article 4 of this Agreement on the date due, then if and only if such nonpayment constitutes a default under this Agreement, CONTRACTOR, at the CONTRACTOR'S option, may terminate this Agreement if such default is not remedied by CITY within thirty (30) days after demand for such payment is given by CONTRACTOR to CITY. D. Transition after Termination Upon termination, CONTRACTOR shall immediately stop work, unless cessation could potentially cause any damage or harm to person or property, in which case CONTRACTOR shall cease such work as soon as it is safe to do so. CONTRACTOR shall incur no further expenses in connection with this Agreement. CONTRACTOR shall promptly deliver within 30 days to CITY a complete copy of Customer's data without additional charge through a downloadable backup or DVD. ARTICLE 8. GENERAL PROVISIONS A. Amendment & Modification 4635- 2267 -0361v1 LA004706083 No amendments, modifications, alterations or changes to the terms of this Agreement shall be effective unless and until made in a writing signed by both parties hereto. B. Americans with Disabilities Act of 1990 Throughout the term of this Agreement, the CONTRACTOR shall comply fully with all applicable provisions of the Americans with Disabilities Act of 1990 ( "the Act ") in its current form and as it may be amended from time to time. CONTRACTOR shall also require such compliance of all subcontractors performing work under this Agreement, subject to the prohibition against assignment and subcontracting contained in Article 5 above. The CONTRACTOR shall defend with counsel acceptable to CITY, indemnify and hold harmless the CITY OF GILROY, its officers, employees, agents and representatives from and against all suits, claims, demands, damages, costs, causes of action, losses, liabilities, expenses and fees, including without limitation reasonable attorneys' fees, that may arise out of any violations of the Act by the CONTRACTOR, its subcontractors, or the officers, employees, agents or representatives of either. C. Attorneys' Fees If any action at law or in equity, including an action for declaratory relief, is brought to enforce or interpret the provisions of this Agreement, the prevailing party will be entitled to reasonable attorneys' fees, which may be set by the court in the same action or in a separate action brought for that purpose, in addition to any other relief to which that party may be entitled. D. Captions The captions and headings of the various sections, paragraphs and subparagraphs of the Agreement are for convenience only and shall not be considered nor referred to for resolving questions of interpretation. E. Compliance with Laws The CONTRACTOR shall keep itself informed of all State and National laws and all municipal ordinances and regulations of the CITY which in any manner affect those engaged or employed in the work, or the materials used in the work, or which in any way affect the conduct of the work, and of all such orders and decrees of bodies or tribunals having any jurisdiction or authority over the same. Without limiting the foregoing, CONTRACTOR agrees to observe the provisions of the Municipal Code of the CITY OF GILROY, obligating every contractor or subcontractor under a contract or subcontract to the CITY OF GILROY for public works or for goods or services to refrain from discriminatory employment or subcontracting practices on the basis of the race, color, sex, religious creed, national origin, ancestry of any employee, applicant for employment, or any potential subcontractor. F. Conflict of Interest CONTRACTOR certifies that to the best of its knowledge, no CITY employee or office of any public agency interested in this Agreement has any pecuniary interest in the business of CONTRACTOR and that no person associated with CONTRACTOR has any interest that would constitute a conflict of interest in any manner or degree as to the execution or performance of this A Bement. 4832267 -03610 LAM04706083 G. Entire Agreement This Agreement supersedes any and all prior agreements, whether oral or written, between the parties hereto with respect to the rendering of services by CONTRACTOR for CITY and contains all the covenants and agreements between the parties with respect to the rendering of such services in any manner whatsoever. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein, and that no other agreement, statement or promise not contained in this Agreement shall be valid or binding. No other agreements or conversation with any officer, agent or employee of CITY prior to execution of this Agreement shall affect or modify any of the terms or obligations contained in any documents comprising this Agreement. Such other agreements or conversations shall be considered as unofficial information and in no way binding upon CITY. H. Governing Law and Venue This Agreement shall be governed by and construed in accordance with the laws of the State of California without regard to the conflict of laws provisions of any jurisdiction. The exclusive jurisdiction and venue with respect to any and all disputes arising hereunder shall be in state and federal courts located in Santa Clara County, California. I. Notices Any notice to be given hereunder by either party to the other may be effected either by personal delivery in writing or by mail, registered or certified, postage prepaid with return receipt requested. Mailed notices shall be addressed to the parties at the addresses appearing in Exhibit "A ", Section V.H. but each party may change the address by written notice in accordance with this paragraph. Notices delivered personally will be deemed delivered as of actual receipt; mailed notices will be deemed delivered as of three (3) days after mailing. J. Partial Invalidity If any provision in this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions will nevertheless continue in full force without being impaired or invalidated in any way. K. Time of the Essence All dates and times referred to in this Agreement are of the essence. L. Waiver CONTRACTOR agrees that waiver by CITY of any one or more of the conditions of performance under this Agreement shall not be construed as waiver(s) of any other condition of performance under this Agreement. Executed at Gilroy, California, on the date and year first above written. 4835 - 2267 -0361v1 LAM04706083 CONTRACTOR: Name: Title: Social Security or Taxpayer Identification Number `iy' 276?-47? Approved as to Form 'I ity Attorney 4835- 2267 -0361v1 LA004706083 -8- CITY: CITY OF GILROY By: 14,� ��L '� c _ Name: Title: EXHIBIT "A" SPECIFIC PROVISIONS I. PAYMENT OF FEES AND DIRECT EXPENSES Payments shall be made to CONTRACTOR as provided for in Article 4 of this Agreement. IL OTHERPROVISIONS CONTRACTOR represents and warrants that it has the qualifications, skills and licenses necessary to perform the Software Subscription Services, contained herein, and CITY expressly relies upon CONTRACTOR'S representations and warranties regarding its skills, qualifications and licenses. CONTRACTOR shall perform such Services and duties in conformance to and consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. B. RESPONSIBILITY OF CONTRACTOR CONTRACTOR shall be responsible for the professional quality, technical accuracy, and the coordination of the Software Services furnished by it under this Agreement. CONTRACTOR shall not be responsible for the accuracy of any project or technical information provided by the CITY. The CITY'S review, acceptance or payment for any of the Software Service Deliverables shall not be construed to operate as a waiver of any rights under this Agreement or of any cause of action arising out of the performance of this Agreement, and CONTRACTOR shall be and remain liable to CITY in accordance with applicable law for all damages to CITY caused solely by CONTRACTOR'S negligent performance of any of the Software Services furnished under this Agreement. C. RIGHT OF CITY TO INSPECT RECORDS OF CONTRACTOR CITY, through its authorized employees, representatives or agents, shall have the right, at any and all reasonable times, to audit the books and records of CONTRACTOR for the purpose of verifying any and all charges made by CONTRACTOR in connection with this Agreement. CONTRACTOR shall maintain for a minimum period of three (3) years (from the date of final payment to CONTRACTOR), or for any longer period required by law, sufficient books and records in accordance with standard California accounting practices to establish the correctness of all charges submitted to CITY by CONTRACTOR Any such audit shall be upon 10 days' advanced written notice to CONTRACTOR at CONTRACTOR's place of business. D. CONFIDENTIALITY OF MATERIAL Each party acknowledges that, in the course of its performance of this Agreement, it may obtain materials requiring confidentiality of the other party, including but not limited to non- public, proprietary or trade secret information of the Discloser ( "Confidential Information "). The duty to protect any Confidential Information shall survive the termination of this Agreement. The Recipient of any Confidential Information shall use the same level of care to protect the Confidential Information of the Discloser that Recipient takes to protect its own confidential information, but, at a minimum, shall take reasonable steps to prevent the unauthorized disclosure of and to maintain the concealment of the Confidential Information of Discloser. Recipient shall not disclose the Confidential Information of Discloser to any employees, contractors, or other third parties except as specifically authorized by Discloser or as necessary to perform Recipient's obligations under this Agreement. Recipient shall use its best reasonable efforts to ensure that any party to whom Recipient does disclose Confidential Information is subject to confidentiality obligations at least as protective as those in this Agreement. Recipient shall be liable for any breach of these confidentiality obligations by any individual or entity receiving Confidential Information from Recipient that is not already under similar confidentiality obligations with Recipient, having a need -to -know basis of the Confidential Information. However, the parties acknowledge and agree that, notwithstanding such measures taken to prevent unauthorized disclosure, use of or connection to the Internet provides the opportunity for unauthorized third parties to circumvent such precautions and illegally gain access to Confidential Information. The Confidential Information disclosed by Discloser may only be used by Recipient as necessary to perform its obligations or exercise its rights under this Agreement. Recipient shall indemnify Discloser for damages or costs incurred by Discloser as a result of the unauthorized use, disclosure or distribution of any Confidential Information facilitated by Recipient's breach of these confidentiality obligations. E. NO PLEDGING OF CITY'S CREDIT. Under no circumstances shall CONTRACTOR have the authority or power to pledge the credit of CITY or incur any obligation in the name of CITY. F. OWNERSHIP OF MATERIAL. All information, data, designs, plans and other materials provided to CONTRACTOR by CITY shall be the sole and exclusive property of CITY. All reports and other documents produced by CONTRACTOR for CITY under this Agreement shall be the sole and exclusive property of CITY. G. NO THIRD PARTY BENEFICIARY. This Agreement shall not be construed or deemed to be an agreement for the benefit of any third party or parties, and no third party or parties shall have any claim or right of action hereunder for any cause whatsoever. -1) - H. NOTICES. Notices are to be sent as follows: CITY: Shawna Freels, City Clerk City of Gilroy 7351 Rosanna Street Gilroy, CA 95020 CONTRACTOR: Accela, Inc. CONTRACTS ADMINISTRATION 2633 Camino Ramon, Suite 500 San Ramon, CA 94583 1. FEDERAL FUNDING REQUIREMENTS. ❑ If the box to the left of this sentence is checked, this Agreement involves federal funding and the requirements of this Section V.I. apply. If the box to the left of this sentence is checked, this Agreement does not involve federal funding and the requirements of this Section V.I. do not apply. DBE Program CONTRACTOR shall comply with the requirements of Title 49, Part 26, Code of Federal Regulations (49 CFR 26) and the City- adopted Disadvantaged Business Enterprise programs. 2. Cost Principles Federal Acquisition Regulations in Title 48, CFR 31, shall be used to determine the allowable cost for individual items. 3. Covenant against Contingent Fees The CONTRACTOR warrants that he /she has not employed or retained any company or person, other than a bona fide employee working for the CONTRACTOR, to solicit or secure this Agreement, and that he /she has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift or any other consideration, contingent upon or resulting from the award or formation of this Agreement. For breach or violation of this warranty, the Local Agency shall have the right to annul this Agreement without liability or, at its discretion, to deduct from the agreement price or consideration, or otherwise recover, the full amount of such fee, commission, percentage, brokerage fee, gift or contingent fee. -3- EXHIBIT "B^ SCOPE OF SERVICES 4835 - 2267 -0361v1 LAC104706083 MAccela STATEMENT OF WORK (SOW) AccELA, INc. 2633 CAMINO RAMON, SUITE 500 SAN RAMON, cA 94583 JUNE 24, 2016 MAccela INTRODUCTiON/BACKGROUND Legislative Management Solution Products: Agenda and Minutes, eSignature, Civic Voice The City of Gilroy is implementing Agenda & Minutes, for their City Council and other meeting bodies. Accela will deliver the Legislative Management Platform starting with Agenda and Minutes, eSignatures and Civic Voice. SCOPE OF WORK The scope of work for the Legislative Management Project includes all planning, execution, implementation, and training for a new cloud hosted Accela Legislative Management platform. Accela will ensure it has adequate resources for designing, building, testing, and implementing the legislative management solution and is staffed for the online training of Gilroy personnel as well PROJECT MANAGEMENT Accela will be assigning a dedicated Project Manager to the Legislative Management project. This individual, along with a Gilroy designated Project Manager(s), will serve as the authorized representatives of their respective organizations to direct activities on this project. It is the responsibility of these Project Managers to coordinate efforts and activities on the project to meet the projected timeline, accomplish project objectives, and adjust this implementation plan as needed. Any changes to the implementation plan which affect cost, time frames, or products can only be approved by official correspondence signed by the project managers. SUCCESS FACTORS In order to successfully execute the services described herein, there are several critical success factors for the project that must be closely monitored and managed by the stakeholders. These factors are critical in setting expectations between Gilroy and Accela identifying and monitoring project risks, and promoting strong project communication. • Knowledge Transfer — While we cannot guarantee specific expertise for Gilroy staff as a result of participating in the project, Accela will make all reasonable efforts to transfer knowledge to Gilroy. It is critical that Gilroy personnel work with Accela in order to schedule all work in the best manner to facilitate knowledge transfer and resource availability. Dedicated Gilroy Participation — We fully understands that Gilroy staff members have daily responsibilities that will compete with the amount of time that can be dedicated to the implementation project. However, it is critical that Gilroy acknowledges that its staff must be actively involved throughout the entire duration of Services as defined in the Project Plan. Accela will communicate insufficient participation of Gilroy and Accela resources to the project sponsor with real and potential impacts to the project timeline. • Delivery of Needed Information and Documentation- In order to guarantee success and meet the timelines and costs described it will be essential that Gilroy provides required documentation and information as requested by the delivery staff in timely manner. The expected information required is described in detail in each of the delivery sections. Failure to provide the required information can result in an extension of the project timeline and /or an increase in the scope /cost of the proposed solution. MAcceta Implementation Methodology — We offer a successful, proven, implementation methodology which is crucial to the project success. Accela's Legislative Management Solution and customer base is a niche market and as such our implementation methodology may differ from other consulting firms and software packages. It is imperative to project success that Gilroy is willing to adhere /adopt to the Methodology and tasks described in this Statement of Work. IMPLEMENTATION PLAN USER ROLES DEFINED Power Users (PU) • Agenda Clerk (AC) • Minutes Clerk (MC) • Project Manager (PM) Submitters & Approvers (SA) Board Members (BM) Information Technology (IT) Webmaster (WM) Project Deliverables and Timeline For your Accela Legislative Management solution, we have a clearly defined engagement process. Upon selection we will engage the team at Gilroy to review the requirements of this document and even go deeper into the "as is" process to understand how things are done today. Upon understanding the "as is" process in detail we will use our product knowledge and best practices to determine a "to be" approach. These meetings are done in conjunction with the delivery team and the customer success team during Task #1 and are a part of the implementation and training process as a whole. After 400+ implementations and training over 50,000 daily users via a train the trainer approach Accela has amassed a great deal of experience in effective roll outs of our solutions to cities as small as 500 in population and to counties with populations in the millions. Below is a standard' approach we would take from analyzing the unique needs of the City to the first live meeting where we are there to support you from start to finish. "Standard as in the approach and steps we take. Often times during the discovery session, we will decide along with the client, to spread out the implementation and training timeline (number of weeks) and we are happy to make an adjustment. MAccela Task 1: Refine Scope and Technical Specifications Accela will conduct a scheduling call with your project manager. During this call, we will work with the City to refine the scope of the project and develop a timeline and calendar with specific dates /times to execute the tasks associated with completing this project. Task 2: System and Service Design The software that the City will need is the Accela smart client. This is downloaded right from our website and can be pushed out to all of the necessary users by your staff. The client also integrates with Active Directory, making it easy to assign user names and passwords and have users use single sign on if desired. Task 3: System Installation and User Training Accela makes system installation as simple as possible. User training is detailed and outlined in the Training Overview section below. Our web based Training is unlimited throughout the life of Accela and the City's working relationship. Task 4: Conversion of Existing Archive Accela will import data the City made available in a PDF or MSWORD format and that historical data will be displayed on the citizen /staff web portal. We will store your historical data for the life of Accela and the City's working relationship, at no additional charge. This is a standard practice for us. We want you to have a comprehensive and fully searchable legislative database, for your citizens and staff members to utilize. Task 5: Support and Ongoing Service Accela provides 24/7 support via telephone for no additional charge, for the life of Accela and the City's working relationship. We will give the City access to modify and update the citizen /staff web portal as desired or can make any updates as you request them. We release version updates a few times a year and will always give the City access to the newest version of our software at no additional cost. Training Overview The training program follows a basic lesson, plan structure in which new users are trained using 90 minute sessions. The sessions cover ail the essentials which will get the City up and running as efficiently & quickly as possible. We will use a 'Train the Trainer" approach over a 4 week process (2 meeting cycles). The training is geared to work with a 1 to 5 people who become the Power Users and also Internal Trainers. After the essential training is complete and the City is using the software, Accela and the Internal Trainers train the submitters, approvers and council /board members. After going live, additional training is provided through Accela's Training Academy. • Train the Trainer approach e 1 to 5 Power Users become your Internal Trainers • 4 Week Process (2 Meeting Cycles) • Submitters & Approvers Trained by Accela & Power Users 3 MAcceta • Essentials are covered to get up and running quickly • 90 Minute Session breakdown • Advanced Topics covered after your Live • Free ongoing training through the Accela Training Academy Remote Training Environment Our training program uses remote training tools (GoToMeeting and TeamViewer) to train our users. When users are trained it is asked that they connect and dial -in from their desks — as a best practice we encourage the use a "Do Not Disturb" sign to keep others from interrupting you training session. Before training begins we ask that all users have the software installed on their desktop or laptops they will be using and confirm that GoToMeeting can be used. • GoToMeeting (please confirm it works) • Users are trained at their desks. • Install Software before Training We begin with a discovery and planning session where the entire project timeline is set and then your system is setup and configured. During the first 2 weeks of training we cover submitting, approving and building the agenda for the upcoming parallel meeting. By week 3 the parallel meeting is taking place, the minutes are being completed and training of the preparers takes place so that submitting for the live meeting can begin. In week 4, the customer is generating the agenda for the live meeting and the board members are trained, if necessary. ` tk;��'urf Week�4 Press Board Live Release Trained Agenda V Pre p are Plan ��= Setup Discovery ` Install �X, Demo &� �'' _ Software Approve , Week % Overview 1% 'Submitting - Approving Week 2 # 4Agenda_ ��� Parallel ,�, Agenda # 5', Minutes # 6 Web Portal -' Other Live ' �� '� ASubmit Week 3 Parallel ' Minutes for # 7 for Mein «-; Parallel - Preparers Live 1 ` tk;��'urf Week�4 Press Board Live Release Trained Agenda Live \Neek "5 ,Minutes�for Meeting. / Live i 4 MAccela Planning 60 Minutes — Project Manager & Key Users Accela's Planner shall produce a calendar of the training and events working around your meeting cycles, availability and the availability of our trainers. AII' key people are asked to bring their calendars to this session so vacations and other scheduling conflicts can be avoided. After approving the dates and times a full project plan and meeting invites will be sent and accepted by all individuals. Tasks: Project Calendar & Project Plan. Meeting invites sent and accepted. Setup 2 Days — Accela Staff Our staff will prepare the system with basic users, departments, file types, categories, standard templates and any other information necessary to complete the Sessions. Before the Discovery Session we will do as much setup as possible from your Agencies website or emailed documents. Discovery Session 90 Minutes — Project Manager & Key Users During the setup phase, we will have a Discovery Session to ask a series of questions and provide explanations as necessary to key Power Users and decision makers. The gathering of the information will allow us to finalize the configuration of your system in preparation of the training. This is your opportunity to let us know all your concerns or "unique" process with your agency. We are experts at this. Demo, Review & Approval of Setup 90 Minutes — Project Manager & Key Users After configuring the setup, Accela staff will demo your personalized system and then review workflow, templates, output and setup for your approval before beginning the training. Further changes may be made as you train. Session 1— Overview of Concepts, User and Department Creation 90 Minutes — Power Users Getting Started, Overview of menus and toolbars, Lists, User Manager, Permissions, Creating Meetings and importing older agendas and minutes. Tasks: Setup any users or departments missing with appropriate permissions. Add meetings for current year and last year, then upload agendas and minutes for previous 6 months. Session 2 — Creating Agenda Items 90 Minutes — Power Users 5 MAcceta Basic drafting, submitting, attachments (adding & updating), statuses, tracking changes, locking, placement, print preview, confidential, Communications, PDF printer, Edit in Word. Tasks: Submit all agenda items you have for upcoming parallel meeting. Session 3 — Approving, Rejecting, Searching 90 Minutes — Power Users Work Items, approving, rejecting, signatures, email notifications, approver permissions, delegates, workflow designer, stage groupings and Searching. Tasks: Continue submitting any agenda items for parallel meeting. Session 4 - Agenda Wizard & Publishing 90 Minutes — Power Users Agenda outline (auto fill, adding / removing items, attachments, statements, motions, sections), minutes approval, consent, generating, viewing, publishing / web portal, distribution email, tagging, Web agenda, sticky notes, split view. Tasks: Build your agenda for parallel meeting. Send distribution email. Get board approval of agenda. Session 5 - Minutes Maker & Web Portal 90 Minutes — Power Users Minutes auto -fill, roll call, votes, comments, generating, publishing, add -ons, flags, amendments, Define Vote Results, Speaker Sign -up, Public Discussion, Board member profiles, voting history, web search, item detail page, web calendar, auto - backup & restoring. Tasks: Finish minutes for all items and generate. Session 6 — Open Session / Advanced Topics 90 Minutes — Power Users Searching, Reporting, Notices, Public Hearings, Save Reasons, Input Templates, Agency Settings, Advanced Features. Tasks: Complete a meeting from start to finish in Parallel. Session 7 — Preparer Training 2 Hours — Department Submitters & Approvers Submitting agenda items, approving, dashboard and searching broken up into groups up to 5 users. Tasks: All users begin submitting and approving agenda items for the live meeting coming up using Agenda and Minutes. Historical Document Import Completed Any historical agendas, minutes and other documents are imported. Web Portal Live Webmaster 0 MAccela Customer website button or link at top -level navigation is completed. Board /Council member pictures, header refinement, template customization. Historical Agendas and Minutes are for posted for at least current year. Remove all test data. Parallel Agenda — Build & Post 90 Minutes — Agenda Preparer The Accela staff will follow along as you build and post your agenda for the first time. Parallel Meeting Presentation of the final agenda, packet and web portal to the board. Minutes are prepared in Minute Maker tool. Parallel Minutes— Build & Finalize 90 Minutes — Minutes Preparer Accela staff will follow along as you finish your minutes. Press Release Joint press release to raise positive awareness within the community. Training Survey We enjoy receiving feedback from our customers not just to make us feel good, but so that we can follow up with individuals who may need some extra TLC. Live Agenda — Build & Post 90 Minutes —Agenda Preparer The Accela staff will follow along as you build and post your agenda for the second time. Board Member Training 90 Minutes — Power Users & Board Members Power User group teaches Board /Council members how to download agenda, access information on web portal, make sticky notes, use split view. Live Meeting All preparers have submitted items for this meeting. Live Minutes — Build & Finalize 90 Minutes — Minutes Preparer Our staff will follow along as you finish your minutes for the live meeting 7 EXHIBIT "C" PAYMENT SCHEDULE 4635- 2261 -0361v1 _1 LAC104706063 Accela - Legislative Management - Pricing for Gilroy, CA SKU ss60AAuAT04001 Description Agendas and Minutes Discount Annual 20% $9,979.20 SseoAMT05oiot SS60AESGTOSC101 Civic Voice e- Signatures 20 / $4,860.00 20% $3,072.00 System Configuration ,,Implementation & Training included Total $17,911.20 Payment Terms & Fees 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. 4.2 Payment Terms. Subscription Services of $17,911.20 per year billing will commence on June 30, 2016 or the effective date of the agreement, whichever is later. Payment Terms are NET 30 Days from the invoice date. 4.3 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. REP CERTIFICATE OF LIABILITY INSURANCE A`� DO624nR29 6onrrvl THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement- A statement on this certificate does not confer rights to the certificate holder In lieu of such endorsement(s). POLCY xUNBFA CONTACT- PRODUCER Ma sh Risk 6 Insurance Services 1735 TeUmolopy Drive, Suite 790 San Jose, CA 95110 Alin 408467 -5600, F 408-467-5699, CA Lc 0437153 NAME PHONE I FAIL f -P1p) A4AIL INSURER(6)AFF0RDING COVERAGE NAICa INSURER A: National Fire Insurance of Hanford 20476 102298337 -STND GAWUE -15 16 INSURED Accela, Inc 2633 Camino Ramon, Suite 120 INSURER 9: T(ansponabon Insurance CD 26494 INSURER C: NIA NIA INSURER 0. NIA NIA San Ramon, CA 94583 INSURER E: NIA WA INSURER F REMISE-T6RENTED� PREMISE EeycamtECpj COVERAGES CERTIFICATE NUMBER: SEA-003065570-04 REVISION NUMBER:4 - THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. ILTRR TYPE OF INSURANCE POLCY xUNBFA PIX mY EFF POL OYn LIMITS A % 'couMER01AL GENERAL UAetLm 14034953606 09N12015 109/012016 EACH OCCURRENCE 3 1,01)0,000 CLAIM$•MADE X OCCUR ❑ REMISE-T6RENTED� PREMISE EeycamtECpj $ 1,000,000 MED E%PIM pnepshem, S 5,000 _ PER60NAL8 1DVINJURY $ 1.000,000 GEN'L AGGREGATE LIMIT APPLIES PER GENERAL AGGREGATE 3 2,000,000 PRODUCTS - COMPIOP AGO 3 2,000,000 PRO. X pOL10Y ❑ JECT ❑ LOC $ OTHER: B AUTOMOBILE LIABILITY 6013699017 09N112015 09/012016 COMBINE 61NGLE OMIT Oenl E 1000 (100 BODILY INJURY (Per pmaon) S ANY AUTO BODILY IWURYtPoreeG4en0 E ALL OWNED AUTOS AUTOS X �% NON-0WNED HIRED AUTOS Auras PROPERTY IDAMAGE E COMPICOLL DED S 1,000 UUC EACH OCCURRENCE s AGGREGATE S � uRETEMIONS WUMS MADE DIED E WORKERS COMPeNSATKIN AND EMPLOYERS' LIABILITY YIN ANY PROPRIETORIPARTNEW"ECUTIVE E%CLUDED+ ❑ Ossinss��in NIA TATUTE I IIOTH- J�1 EL FACHACCIDENT Is NH) E DISEASE - EA EMPLOYEE E E.I. DISEASE - POLICY LIMIT I $ DE6CRdIPTn10N OFOPERATIONS callow DESCRIPTION OF OPERATIONS LOCATIONS I VEHICLES (ACORD 101, Additional Remark. Schedule, may be atMched If mom apace Is required) City of Gilroy, its oXbers and employees are additional insureds with respects to General Liability where required by writer, contract 30-Day Notice of Cancellation. In the event of cancellabon or material change that reduces or restricts the Insurance afforded by this Coverage Part (other than the reduction of aggregate limits Mmugh payment of claims), the carver agrces 0 mall prior written nonce to the ceraticate holder City of Glroy, Attention' Shawna Fme!s, City Ckrk 7351 Rosanna Sheet Gilroy, CA 95020 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE of Mann Risk S Insurance Servicaa Daniel Yam ACORD 25 (2014101) The ACORD name and logo are registered marks of ACORD POLICY NMSER INSUIUM NAME AND ADDRESS C 4034953606 ACCELA, !NCB. 2633 CAMINO RAMON SUITE 120 SAN RAMON, CA 94583 -9132 POLICY CHANGES A t onal Insured- CG2010 0704 This Change Endorsement changes the Policy. Please read it carefully. This Change Endorsement is a part of your Policy and takes effect on the effective date of your Policy, unless another effective date is shown. POLICY NUMBER: COMMERCIAL GENERAL LIABILITY CG 20 10 07 04 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - SCHEDULED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Location(s) Of Covered Or Organization(s): Operations CITY OF GILROY ATTENTION: SHAWNA FREELS, CITY CLERIC 7351 ROSANNA STREET GILROY, CA 95020 Information required to complete this Schedule, if not shown above, will be shown in the Declarations. - A. Section II - who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury ", "property damage" or "personal and advertising injury" caused, in whole or in part, by: 1. Your acts or omissions; or _ 2. The acts or omissions of those acting on vour behalf; C in the performance of your ongoing operations for the additional insured(s) at the location(s) designated above. EMB o ' Chairmen of Bovd G- 56015 -B (ED. 11191) POLICY NUMBER INSURED NAME AND ADDRESS C 4034953606 ACCELA, INC. 2633 CAMINO RAMON SUITE 120 SAN RAMON, CA 94583 -9132 POLICY CHANGES AM-ti-on-a-1 Insured- CG2010 0704 This Change Endorsement changes the Policy. Please read it carefully. This Change Endorsement is a part of your Policy and takes effect on the effective date of your Policy, unless another effective date is shown. With respect to the insurance afforded to these additional insureds, the following additional exclusions apply: This insurance does not apply to "bodily injury" or "property damage" occurring after: 1. All work, including materials, parts or equipment furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional insured(s) at the location of the covered operations has been completed; or 2. That portion of "your work" out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project. Ch., n.n of the Bowd G- 56015 -B (ED. 11/91) V 9ttreie� POLICY NUMBER INSURED NAME AND ADDRESS C 4034953606 ACCELA, INC. 2633 CAMINO RAMON SUITE 120 SAN RA.MON, CA 94583 -9132 POLICY CHANGES ENDORSEMENT EFFECTIVE 06/24/2016 This Change Endorsement changes the Policy. Please read it carefully. This Change Endorsement is a part of your Policy and takes effect on the effective date of your Policy, unless another effective date is shown. G- 15115 -A (Ed. 10/89) This form has been added to the policy: THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CHANGES - NOTICE OF CANCELLATION OR MATERIAL COVERAGE CHANGE This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART LIQUOR LIABILITY COVERAGE PART OWNERS AND CONTRACTORS PROTECTIVE LIABILITY COVERAGE PART POLLUTION LIABILITY COVERAGE PART PRODUCTS /COMPLETED OPERATIONS LIABILITY COVERAGE PART RAILROAD PROTECTIVE LIABILITY COVERAGE PART In. the event of cancellation or material change that reduces or restricts the insurance afforded by this Coverage Part (other than the reduction of aggregate limits through payment of claims), we agree to mail prior written notice of cancellation or material change to: SCHEDULE 1. Number of days advance notice: 30 10 Days for Non - Payment of Premium 2. Name: CITY OF GILROY 3. Address: ATTENTION: SHAWNA FREELS, CITY CLERK 7351 ROSANNA STREET GILROY, CA 95020 Sacinte Chalnan of Me Board G- 56015 -B (ED. 11/91)