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Accela - 2017 Agreement
AGREEMENT FOR SERVICES (For contracts over $5,000 — NON -DESIGN, NON -ENGINEERING TYPE CONTRACTOR) This AGREEMENT made this 15th day of October, 2017, 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 October 15, 2017 and will continue in effect through October 14, 2018 unless terminated in accordance with the provisions of Article 7 of this Agreement. At the end of the initial term, this Agreement, and CITY's software subscription, will renew for an additional twelve (12) month term unless CITY provides written notice to CONTRACTOR not less than sixty (60) calendar days prior to the end of the initial term. Provided CONTRACTOR notifies CITY not less than sixty (60) calendar days prior to the end of said prior term, CONTRACTOR reserves the right to increase the annual fees by no more than 7% on the anniversary date of each annual term. 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 pf� other provision stated herein. /(/ ARTICLE 2. INDEPENDENT CONTRACTOR STATUS Initial 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") according to the schedule outlined in Exhibit "D" ("Milestone Schedule"). 4834-9702-6385v3 MBRANSON104706083 -1- 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. 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. ARTICLE 4. COMPENSATION 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"). The amounts described in Exhibit "C" are based on services purchased by CITY and not actual usage; payment obligations are non -cancelable and fees paid are non-refundable, except as otherwise specifically provided herein. 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. Each subsequent annual billing will occur on the anniversary date of the initial term, due NET 30 days from the invoice date. 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. 4834-9702-6385v3 MBRANSON104706083 -2- 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" and "B." Unless otherwise stated, the amount paid by CITY as described in Exhibit "C" 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"). CONTRACTOR shall not be responsible for paying any Taxes owed by CITY associated with CITY's purchases hereunder. E. On -Site Support Should on -site support requiring travel by CONTRACTOR staff be requested by CITY, CONTRACTOR will provide on -site assistance at CONTRACTOR's then -current time -and - materials rates. In addition to these charges, CITY will compensate CONTRACTOR for associated airfare, lodging, rental transportation, meals, and other incidental expenses as such expenses accrue and will be billed at cost and invoiced separately. 4834-9702-6385v3 MBRANSON104706083 -3- 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. Hardware, if any, will be provided at an additional cost to CITY, upon written request by CITY. CONTRACTOR does not warrant any hardware. Should CONTRACTOR furnish encoder hardware as part of the Civic Streaming (flca 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 CITY at cost. Any upgrades, additional encoders, etc. will be billed to CITY. Any hardware furnished to CITY as part of CONTRACTOR's services is to be returned to CONTRACTOR upon termination of associated services. 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 any property. 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 PRO RATED FEES PAID TO ACCELA BY CUSTOMER DURING FOR THAT YEAR'S SERVICE AND UP TO A MAXIMUM OF THOSE FEES PAID 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. D. Insurance 4834-9702-6385v3 MBRANSON104706083 -4- 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. 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 behalfof CONTRACTOR; • CITY will not obtain workers' compensation insurance on behalfof 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. 4834-9702-6385v3 MBRANSON104706083 -5- ARTICLE 7. TERMINATION OF AGREEMENT A. Sale of CONTRACTOR's Business. CONTRACTOR shall notify CITY, in good faith, of the sale of CONTRACTOR's business no later than thirty (30) days after any such sale. 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: 1. CONTRACTOR'S failure to professionally and/or timely perform any of the services contemplated by this Agreement without any attempt to cure the breach. 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 Termination date of the then current Term and/or Subscription, 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 the current Term and/or Subscription. 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 perform no further work and incur no 4834-9702-6385v3 MBRANSON104706083 -6- 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 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. 4834-9702-6385v3 MBRANSON104706083 -7- 4834-9702-6385v3 MBRANSON104706083 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 Agreement. 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. If there is any conflict between the Agreement and the Terms and Conditions in Exhibit B, the Terms and Conditions shall govern. 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.I. 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. -8- 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. CONTRACTOR: /'-TCcel a iV1C. By: -7/" Name: %Vct ce Title: t CV- 3/ 1g .% Kt-v(f( Social Security or Taxpayer Identification Number / 1 76 % 7 Approved as to Form CITY: CITY OF GILROY By: Name: Gabriel A. Gonzalez Title: City Administrator ATTES i Andy Faber, Acting City Attorney ‘Shwna Freels, City Clerk 4834-9702-6385v3 MBRANSON104706083 -9- L. Waiver CONTRACTOR agrees that waiver by CTTY 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. CONTRACTOR: CITY: cce(ct }nC. CITY OF GILROY By:By: Name: /./c, ft (A-0 it 1 J E fr Name: Gabriel A. Gonzalez Title: j=-t . 311(7 Title: City Administrator Social Security or Taxpayer Identification Number 'f'l '.2 76 % 7 X Approved as to Form ATTEST: 01 Andy Faber, AAeHtg City Attorney Shawna Freels. City Clerk 4834-5102-3385v3 MBRANSONt04706O83 -9- 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. II. OTHER PROVISIONS A. STANDARD OF WORKMANSHIP - Warranty Contractor will commence and complete the obligations described in this Agreement in a good and workmanlike manner, consistent with the practices and standards of care generally -accepted within and expected of Contractor's industry, to ensure that the operation and availability of the Hosted Applications does not materially differ from documented specifications. Contractor may make repeated efforts within a reasonable time period to resolve operational issues. When an operational issue cannot be resolved, City's exclusive remedy will be damages in an amount equal to the total of hosting fees paid to Contractor for the defective or non -conforming software products amongst the Hosted Applications during the twelve (12) calendar months immediately preceding the occurrence of the unresolved operational issue. Notwithstanding the above paragraph, CONTRACTOR disclaims any and all express and implied warranties for CITY's use of the Software Subscription Services, including but not limited to warranties of merchantability and fitness for a particular purpose 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 4834-9702-6385v3 MBRANSON104706083 -1- 4834-9702-6385v3 MBRANSON104706083 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 exclusively for CITY under this Agreement shall be the sole and exclusive property of CITY. CONTRACTOR owns all intellectual property in the software products listed in the Products -1- and Services section (collectively "Software") of the Order Schedule outlined in Exhibit "C" to this Agreement. CITY shall not modify, adapt, translate, rent, lease or otherwise attempt to discover the Software source code. The Software and the accompanying files, software updates, lists and documentations provided by CONTRACTOR are licensed, not sold, to CITY. CITY may install and use a copy of the Software on an Accela compatible computer, device, application or internet browser for the purpose of connecting to the hosted services provided by CONTRACTOR as long as CITY is a current subscriber and maintains the continued services for the applicable licenses. If the Software is an Update to a previous version of the Software, CITY must possess a valid license to the previous version in order to use the Update. Corrections or substantial defects in the Software so that the Software will operate as purported will be rectified by CONTRACTOR. CITY agrees to install all updates, including any enhancements, for the Software in accordance with the instructions provided by CONTRACTOR. G. HOSTING OF DATA i. Scope of Hosting Services Accela will provide the hosting services described herein and in Exhibit E for the software products ("Hosted Applications") listed in the MLA. ii. System Administration and Security The Hosted Applications will be hosted by Accela on Accela-owned equipment at a physically -secure commercial third -party hosting facility. Accela will perform system administration duties as required to maintain the service levels described below and to facilitate timely restoration of Customer's data and operations, if necessary, following unanticipated interruptions of the Hosted Applications. Accela will implement suitable network security measures to minimize the likelihood of unanticipated interruptions of the Hosted Applications. iii. Infrastructure Availability Accela will endeavor to provide Customer with no less than twenty-four (24) hours' notice prior to live -production Hosted Applications unavailability due to planned maintenance (other than during Accela's standard maintenance window between the hours of 9:00 PM [21:00] Thursday and 1:00 AM [1:00] Friday Pacific time); Accela will endeavor to provide as much notice as is practicable under the circumstances for updates and fixes which much be applied on a more urgent basis. Accela will provide five (5) business days' notice prior to any planned network, server hardware, operating environment, or database modifications of a material nature. Excluding the foregoing events, Accela warrants that the Hosted Applications will be generally -available no less than ninety-nine point nine percent (99.9%) of each calendar month. For each calendar month during which the availability of the Hosted Applications does not achieve the established standard, Accela will provide a credit to Customer's account, provided that the substandard availability is identified by Customer in writing or by e-mail to Accela, can be objectively verified, and the Hosted Application is being used in live -production. Credits accumulated pursuant to this Section may be applied to additional Accela products and/or services, but will not be refunded to Customer. H. NO THIRD PARTY BENEFICIARY. 4834-9702-6385v3 MBRANSON104706083 -1- 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. I. NOTICES. Notices are to be sent as follows: CITY: CONTRACTOR: Shawna Freels, City Clerk City of Gilroy 7351 Rosanna Street Gilroy, CA 95020 Accela, Inc. CONTRACTS ADMINISTRATION 2633 Camino Ramon, Suite 500 San Ramon, CA 94583 J. 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.J. 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.J. do not apply. 1. 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. 4834-9702-6385v3 MBRANSON104706083 -1- EXHIBIT "B" SCOPE OF SERVICES 4834-9702-6385v3 MBRANSON 04706083 -1- � Acce la STATEMENT OF WORK (SOW) ACCELA, INC. 2633 CAMINO RAMON, SUITE 500 SAN RAMON, CA 94583 SEPTEMBER 18T" 2017 INTRODUCTION /BACKGROUND Legislative Management Solution Products: Civic Streaming, Digital Boardroom The City of Gilroy is implementing Civic Streaming and Digital Boardroom for their City Council and other meeting bodies to replace the user of their current provider for the live and on demand video streaming of public meetings and events, in addition to the use of devices for board members to cast votes during the meeting. Implementing these modules will add to the modules the City already utilizes in the Accela Legislative Management Platform. SCOPE OF WORK The scope of work for the addition of the Civic Streaming and Digital Boardroom modules includes all planning, execution, implementation, and training for these cloud hosted products on the Accela Legislative Management Platform. Accela will ensure it has adequate resources for designing, building, testing and implementing the proposed modules and is staffed for the online training of Gilroy Personnel. 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 project 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. PROJECT DELIVERABLES AND TIMELINE For your Accela Legislative Management solutions, 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 deliver 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. 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 in 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. 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 the City's historical video archive. Detail of this import can be found in the "Introduction to the Historical Import Process" section of this document. 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 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. EXHIBIT "C" PAYMENT SCHEDULE 4835-2267-0361v1 LAC104706083 Accela CITY OF GILROY, CA — ACCELA LEGISLATIVE MANAGEMENT ORDER FORM FY2018 Products and Services Product Code Product Name Qty Total Price SS60ACSTT55CI01 SS60ADBRT55C101 Legislative Management - Civic Streaming TO5.5 P50K-60K Legislative Management - Digital Boardroom T05.5 P50K-60K 1 1 $7,924.00 $7,924.00 Grand Total: USD$15,848.00 Page 2 of 5 I City of Gilroy, CA — Legislative Management Order Form Accela CITY OF GILROY, CA — ACCELA LEGISLATIVE MANAGEMENT ORDER FORM FY2018 Accela Legislative Management Order Detail General Information Customer Name Customer Contact Customer Address City of Gilroy, CA Shawna Freels 613 Old Gilroy Gilroy, Calif 95037, Gilroy, California 95020 Subscription Terms Term Start Term End October 2, 2017 October 1, 2018 Payment Schedule Currency USD Initial Payment $15,848.00 Grand Total Invoiced upon last signature date If a PO is required, you must provide the PO number to the right in order for it to be referenced on the invoice. If no PO number has been provided, the invoice will be issued and valid without the PO number. PO# (If required) Not required Page 3 of 5 I City of Gilroy, CA — Legislative Management Order Form EXHIBIT "D" MILESTONE SCHEDULE 4835-2267-0361v1 LAC104706083 -1- Onboarding Process Implementation Approach We will begin configuring your templates and workflow early on, so that we spend most of our training using forms, terminology and workflow that is familiar to you and your team. Initially, we will setup a first draft of your configuration based on your publicly available documents, documents you provide to us and conversations we have with you and your team. After we've completed the first draft, we will demo the configuration to you. You'll review and provide us with feedback, and we'll tweak the configuration, demo to you again if needed, until we've got the configuration that you desire. This process is iterative and can take some time, but we will do this concurrently with early training sessions so we don't slow down the process. Train the Trainer The training program follows a basic lesson plan, in which new users are trained in 60 to 90 minute sessions. The sessions cover all the essentials, which will get you up and running as efficiently and quickly as possible. Training is structured to work with 1 to 5 people who will become Power Users and will ultimately serve as "internal trainers." After the initial power user training is complete and the system is configured, together the Cloud Delivery Consultant and internal trainers will train submitters, approvers and Council/Board Members. We will record your training sessions and provide you with the files through a shared Box account, so you'll have them available to train new staff members or offer refresher trainings for any staff who may require it. In addition, your staff will have access to Accela Success Community, which has user documentation and videos for ongoing training after the go -live period. Remote Training Environment Cur train n r u r o,rn uses. remote train n too! CoT t' T i;" " N C b S such as CoTo lb of i CaCi ` i� vver to train users. Before training begins, we will guide you to download and install our software on the desktops or laptops where it will be used and confirm that GoToMeeting can be used. Historical Imports If we are importing your historical data (agendas, minutes, videos, etc.), it's important to get the data to us as soon as possible. We will set up a historical data import call with you to discuss our required data formats, share details and set up an import plan. This process can be delicate and no two imports are alike. Once we have the data in the required format, we will be able to provide an estimated timeframe for completion. If you are migrating from another software solution, you may need to provide us with login credentials to access the data in that system. (See page 27 and 28 for more details) Milestones System Configuration Historical Data Import Training Parallel Go Live Transition to Support Agency provides us with templates and background on current processes. Accela learns about your workflow, templates, terminology, etc. The Accela Cloud Delivery Consultant will then configure the software to meet the Agency's needs and host a Demo & Review session. This process is iterative, but Accela does want to complete as much up front as possible, so the Training is in line with Agency procedures. Accela works with the Agency to import historical data, so 'pre-Accela' information is presented in the same manner as 'post-Accela' information. File format requirements will be discussed during an Import call. Accela runs the import, completes some quality assurance, and sends to the Agency for further review and acceptance, repeating the process as necessary. A full training calendar is scheduled to fit the Agency's needs. Most time is spent with the power users, but preparers, approvers, department heads are also included in the training. Agency and Accela target a meeting where the Agency will prepare the agenda and minutes using your current system, as well as the Accela Agenda and Minutes software. Ultimate target date where Agency will exclusively use Accela Agenda and Minutes for meeting processes. Once the Agency has successfully gone live, Accela will introduce the power users to Support staff, who will assist you with additional product needs. Next Steps A member of our team will reach out to you to arrange a Scheduling CaII to review our processes, provide more detail about the project timelines and deliverables, discuss any specific needs you may have, and begin to lay out the training calendar with you. Our entire team is looking forward to working with you and we thank you for your business! Civic Streaming This is a sample implementation calendar with estimated timeframes. Factors such as availability, meeting dates, and deadlines will play a factor in actual number of weeks. If you have purchased multiple products, not all sessions will be necessary. Encoder Setup/Testing Week 1 Attendees: IT/AV Required - Clerks Are Optional Purpose: In this session, staff will work with our encoder specialist via TeamViewer to run a series of audio and video tests, to make sure the encoder device is up and running properly prior to training beginning. Customer deliverables: IT/AV to have encoder device, Internet and AV connections prior to this session. This equipment will be required for this session. There will be a confirmation sent once the setup is complete and successful. Due Date: Prior to this call Civic Streaming #1— Overview of Concept, User and Board Setup Week 2 Attendees: Power users and key decision makers Purpose: In this session, there will be an overview of menus and toolbars, User Manager and permissions. You'll create new Meeting Groups and create meetings on your calendar. Customer deliverables: Enter additional users, assign permissions and create additional meeting types. Due Date: Prior to next call Accela deliverables: Accela Delivery Consultant will deliver any additional configuration if needed. This will be completed prior to Civic Streaming #2. Civic Streaming #2 — Recording and Uploading a Meeting Week 2 Attendees: Power users and key decision makers Purpose: In this session, Power Users will learn the basic running of Civic Streaming, Uploading Media, Media Vault, Media Event, Media Event Types, Transcoding, Remote Start, Pausing and Download Settings. I Customer deliverables: Practice starting a recording, using the pause options, and stopping the recording. Through the MinutesMaker, practice live and post -meeting time -stamping. Due Date: Prior to next session Accela deliverables: Accela Delivery Consultant will complete additional configuration if needed. This will be completed prior to Civic Streaming #3. Civic Streaming #3 — Importing the Agenda and Minutes Maker Week 3 Attendees: Power users and key decision makers Purpose: In this session, Power Users will learn - Importing and the agenda, roll call, votes, comments, new sections, dragging and dropping, motions, statements, generating, viewing, publishing, defining vote results, time stamping and synching media points. Customer deliverables: If you will be importing an Agenda for other meeting groups, practice parsing those agenda's, along with recording and timestamping for those meeting groups. Due Date: Prior to next session Accela deliverables: Accela Delivery Consultant will complete additional configuration if needed. This will be completed prior to Civic Streaming #4. Civic Streaming #4 — Web Portal and Follow-up Week 3 Attendees: Power users and key decision makers Purpose: In this session, Power Users will review of any topics and questions as assignments are being completed. If time allows and the agency desires, the trainer will discuss more advanced settings and features. Customer deliverables Continue practicing in the system. Due Date: Prior to next session Accela deliverables: Accela Delivery Consultant will complete additional configuration if needed. Parallel Meeting - Civic Streaming Week 4 Attendees: Power users, key decision makers, Agenda Clerk Purpose: Power Users will practice the Civic Streaming process using the software during the parallel meeting. Customer deliverables: Run through the meeting process, by starting/stopping your stream, timestamping, etc. Accela deliverables: All configurations are finalized based on feedback provided throughout the implementation. Follow-up with Client regarding their Parallel meeting. Live Meeting - Civic Streaming Week 4 Attendees: Power users, key decision makers, Agenda Clerk Purpose: Power Users will complete the Civic Streaming process using the software during the Live meeting. Customer deliverables: Provide remote access through Agenda & Minutes to your Cloud Delivery Consultant. Your consultant will remote in, have a chat box available and be with you during your live meeting in case you have any questions. Accela deliverables: All configurations are finalized based on feedback provided throughout the implementation. Digital Boardroom This is a sample implementation calendar with estimated timeframes. Factors such as availability, meeting dates, and deadlines will play a factor in actual number of weeks. If you have purchased multiple products, not all sessions will be necessary. Digital Boardroom #1— Starting and Controlling Digital Boardroom Week 1 Attendees: Power users and key decision makers Purpose: In this session, Power Users will learn how to sign into Digital Boardroom, start Digital Boardroom through the Agenda and Minutes software, adjust timer settings and the audience display, set current item, e-Voting, signup speakers (kiosk and web signup) and moderate the speaker queue. Customer deliverables: Install Digital Boardroom on Board Member PC's. Practice using Digital Boardroom. Due Date: Prior to this session Accela deliverables: Accela Delivery Consultant will complete additional configuration if needed. This will be completed prior to the Mock Meeting. Board Member Training/Digital Boardroom Mock Meeting Week 3 Attendees: Power users and Board Members Purpose: In this session, Accela and Power Users teach Board/Council Members how to download the agenda, access information on web portal, make sticky notes and use split view. In addition, Board/Council members will be trained on how to vote electronically through Digital Boardroom. Customer deliverables: Install Digital Boardroom on Board Member PC's. Practice using Digital Boardroom Due Date: Prior to this session Accela deliverables: Accela Delivery Consultant will complete additional configuration if needed. This will be completed prior to the Live Meeting. Live Meeting — Digital Boardroom Week 4 Attendees: Power users, key decision makers, Agenda Clerk, Board Members Purpose: Power Users will complete the Digital Boardroom process using the software during the Live meeting. Customer deliverables: Provide remote access through Agenda & Minutes to your Cloud Delivery Consultant. Your consultant will remote in, have a chat box available and be with you during your live meeting in case you have any questions. Accela deliverables: All configurations are finalized based on feedback provided throughout the implementation. APPENDIX E Hosting Services Description Accela will provide hosting at a SSAE-16 Tier III or higher facility as defined by the Uptime Institute, Inc. Per the hosting datacenter's disclosure policies, Accela will provide, where allowable, a copy of the datacenter's annual SSAE-16 Type 2 audit report. Accela will provide a backup hosting site with equivalent status for disaster recovery should a major catastrophic outage occur. The hosting facility will be constructed and configured to ensure reasonable and adequate protection of the equipment in the event of a natural event considered possible for the physical location, including but not limited to earthquake, flood, hurricane, tornado, etc. The hosting facility must have power sufficient to support the equipment platform as configured; this includes provisions for back-up power supplies. The facility will include: • Dual power availability to each rack unit from independent Power Distribution Units (PDUs) removes PDU loss as a single point of failure • N+1 redundancy of uninterruptible power supplies • Redundant fuel -based generator power supplies, in the event of a power failure from commercial power The hosting facility will have reasonable and adequate heating and cooling to insure continuous operation of equipment within acceptable operational limits. The hosting facility shall include but not be limited to the following features: • N+1 redundancy of cooling towers, water pumps and chillers • Multiple air handling units providing an additional level of redundancy • Cooling units maintain consistent environment temperature and relative humidity levels • Rack cabinet fans to circulate warm air generated by the servers The hosting facility will have physical security to control unauthorized access to the equipment, including but not limited to: • 24/7 on -site security guard • Indoor and outdoor security monitoring • Badge/picture ID access screening • Biometric access screening • Escort requirements for access to raised floor areas • Logged entries for all users entering or leaving the premises The proposed solution shall operate with an Oracle database backend. The hosting facility will have data line capacity to ensure responsive access to the proposed data system by Accela employees, jurisdictions and customers. Accela shall provide the equipment, hardware and network infrastructure necessary to operate and sustain all contracted software on behalf of customer and to provide the necessary development, test, production, and training environments. The hosting facility will provide secure encrypted transmission of personal data to include, but not limited to, personal name and address, SSN, credit card, banking, and payment data, passwords, and any other data subject to Federal or California State data privacy protection laws, and provide protection that meets or exceeds any such statutory requirements. Secure Socket Layer (SSL) encryption will be utilized to meet this requirement. 4834-9702-6385v3 MBRANSON104706083 Accela will be responsible for the data communication infrastructure that connects the data servers to the communication network (switches, etc.) Accela will maintain any service agreements for the equipment and operating systems, and maintain the equipment in optimal working order. Accela shall provide a PCI compliant infrastructure for deployment within the proposed data center. Accela's applications have been developed to comply with all 12 requirements of PCI Data Security Standard, including: • The use of a firewall within the proposed infrastructure to protect cardholder data provided via both Accela Automation and Accela Citizen Access (public portal) • The use of strong passwords and password policies to ensure password protection and delineates and enforces role -based security to ensure that only authorized users and administrators can access sensitive data • The use of secured sessions to prevent any unauthorized access to sensitive cardholder data • The use of encryption per PCI and PABP standards whenever cardholder data is transmitted across open, public networks • Adherence to all applicable industry standards for the development of secure systems and the Accela applications that operate within these systems • The assignment of unique User IDs and Passwords for each user granted access to the system • The provision of full audit trail tracking to track and monitor all access to network resources and cardholder data Accela will provide operational services to support the infrastructure and operating environment. Accela shall provide the equipment, hardware and network infrastructure necessary to operate and sustain all contracted software and to provide the necessary, test, production and staging environments. Accela shall provide a business continuation strategy that can be implemented in the event of catastrophic failure at the Accela's primary site; such a strategy will provide that the Accela backup site will be live and functional within 24 hours. Accela shall ensure there are no covert channels to access the system and must take precautions to protect the system and data from Trojan invasion. Accela contracts for extended warranty services. In the event that warranty services are required, Accela shall provide staff support sufficient to complete all necessary service and maintenance to the hardware and software platform for the duration of a Vendor -site support agreement. Accela shall perform daily backups of the data using Oracle RMAN-based, compressed backup sets.. The images that constitute the functional system will have snapshots taken weekly and stored to the fully redundant storage system. Accela's backup strategies and fully redundant DR site ensure that a complete system rebuild of data will not be necessary. Accela will meet measurable standards for expected and reasonable system availability (up -time) as established elsewhere in this Hosting Attachment. The system must generally be available seven days a week, twenty-four hours per day. Scheduled down time is acceptable. Unplanned down time between 6:00 am and 8:00 pm Pacific time must be to resolve production emergencies only, limited to no more than 43 minutes. In no event will any proposed standard be less than a commercially reasonable standard. 4834-9702-6385v3 MBRANSON104706083 The Accela system implementation shall provide functional equivalents of the following environments; hardware and software requirements must include provisions to support these environments: • Support - An environment available to customers to develop and test new configurations or changes to existing configurations prior to implementation in production. • Staging - An environment available to customers to test new Accela Automation application releases against their production configuration. New application code will be deployed to the Staging environment within one week of becoming Generally Available (GA) from Engineering. New application code will be deployed to the Support and Production environments one month after being deployed to Staging for Major releases and two weeks for Minor releases (Service Packs). • Production - The environment used by customers, jurisdiction staff, central administrative staff, and analysts/programmers to submit, track and manage live transactions and associated data. Accela will respond to requests for production or support/staging environment report posting within 72 hours of the request. Reports will be reviewed for system performance and data integrity before posting. If issues are found they will be documented and communicated back to the customer for correction. In the event that a report request is urgent, Accela will expedite this process to an extent that is reasonable for the request. To provide the Hosting Services, Accela shall provide, host, manage and maintain the System as follows: A. Management, Support and Maintenance of Hardware. 1. Accela will provide, manage and maintain operating systems on all System environment hardware. This will involve application of any necessary patches or updates and upgrades as necessary. Accela will provide a mirrored backup of the system. 2. Accela will provide, manage and maintain, for the System, the physical hardware, racks, and switches. This will involve any physical fix as needed, updates or refreshes as necessary. B. Capacity Planning and Monitoring Accela will be responsible for monitoring capacity and performing capacity planning to ensure the System environment has sufficient capacity to meet the service level agreements agreed upon in this Agreement. C. Asset Management Asset Management services provide inventory and tracking of equipment and the management of vendor -provided maintenance agreements. Accela will perform the following tasks: • Manage third party vendor contracts for equipment used in support of this Agreement (rental agreements, leases, service agreements, warranties, amendments, maintenance contracts, and insurance policies) • Provide hardware and software at the appropriate hardware and software levels to comply with vendor maintenance contracts. • Provide an asset tracking tool to maintain a database of asset information such as make, model, operating system, number of CPUs, amount of memory, and amount of storage D. Facilities Services Accela will provide a PCI compliant facility. E. Monitoring Server and OS 4834-9702-6385v3 MBRANSON104706083 1. Monitoring Server and OS service detects and responds to up/down availability faults generated by monitored servers. 2. Accela will perform the following: • Provide the operational support processes required for up/down monitoring • Document and track all detected problems using the site problem management process • Escalate all detected problems to the appropriate support personnel F. Operations Management 1. Operations Management are those activities requiring physical hands-on support. Accela shall provide skilled staff to support all operational support services at an Accela data center facility. 2. Accela will perform the following: • Perform systems operation functions such as power on/off and start/stop/reset device intervention • Monitor vendors on the Accela premise performing work maintenance or problem resolution work • Maintain responsibility for procuring any expendable supplies (CDs, tapes, cleaning supplies, and so forth) G. Operating System Management 1. Accela shall provide proper functionality of hosting software on servers. Support is provided for operating systems and related software products. Included are all ongoing processes to maintain supplier -supported operating platforms including preventive software maintenance services. 2. Accela will perform the following: • Install and maintain system -level software, such as operating system and other system - level products software requiring user access • Monitor system software status and take necessary action to resolve any issues • Perform operation system software tuning as required to maintain daily operations for Accela-provided services • Install preventive maintenance patches deemed critical by the vendor to support system software products to prevent known problems from impacting the operating environment • Install patches per vendor instructions for security exposures deemed critical by the vendor • Participate in the identification of connectivity and associated network problems • Plan and implement necessary changes for the System • Document and track all configuration management changes using the site change management process • Provide problem escalation and interact as necessary with third -party suppliers H. System/File Backup and Restore 1. System/File Backup and Restore Services provide the operational and management processes to backup and restore operating system and flat -file data. 2. Accela will perform the following: • Design and implement the backup Plan • Perform backups • Provide for data restores as needed if Agency causes the need for a data restoration, Agency will be responsible for the cost of the data restore at the hourly service rate in the Contract. • Monitor backup processes and verification of successful completion • Adjust backup and restore plans as new components are added to the System 4834-9702-6385v3 MBRANSON104706083 I. Server Storage Management 1. Server Storage Management provides for the support of server direct -attached storage environment. 2. Accela will perform to following: • Integrate the storage hardware and software to provide the appropriate level of capacity, scalability, and performance of the server storage hardware and software • Manage hardware and software maintenance requirements based on the manufacturer's recommended schedule • Implement security practices, such as logical unit masking, preventing unauthorized storage access from an unauthorized server • Maintain proper storage configuration(s) (mapping logical volumes, creating file systems, balancing I/O capacity) J. Server Management Services Accela will provide server management services. K. Hardware Management Accela will provide Hardware Management. Hardware management provides the services necessary to enable compute equipment to be physically installed, maintained, and kept operational. L. Controlled Server Access Accela will provide Controlled Server Access. Controlled server access provides the tools and processes to manage access to assets. This includes the management of user logon IDs and their access rights to system -level resources, as well as maintaining server -level security parameters and security product options. M. Virus Protection Accela will provide Virus Protection services. Server level anti -virus service provides anti -virus software on each server to provide protection and detection of viruses, worms, and other malicious code. The anti -virus software can be updated with current virus signatures and detection engines automatically or by file distribution software. This service also provides the means to scan the server at the system level to detect malicious code. N. Security Event Logging Accela will provide Security Event Logging. Security Event Logging is a detective control that enables the recording of security events on system hosts based on preset parameters. The administrative tool's logging function is enabled and the security events are retained in a record for future review. 0. Vulnerability Scan and Report Accela will provide Vulnerability management. Vulnerability management includes preventive and detective services to identify vulnerabilities as they emerge; to prevent those vulnerabilities from affecting the in -scope systems; to detect when an in -scope system has been affected; and to cure those affected systems. Vulnerability management includes both Vulnerability Alert management and Vulnerability Scanning processes. Vulnerability Alert management is the preventive process that collects known vulnerabilities and prioritizes vulnerabilities based on associated risk. Vulnerability Scanning is the detective process of identifying potential vulnerabilities on servers for exposures to such vulnerabilities. P. Managed Cluster Accela will provide Managed Cluster Management. Managed Cluster Management provides processes to deliver server/storage configurations clustered together in the same physical site. This is delivered through the use of hardware configuration and software to meet availability requirements. 4834-9702-6385v3 MBRANSON104706083 Q. Host Based Intrusion Detection Accela will provide Host Based Intrusion Detection. Host Based Intrusion Detection is the real-time identification, detection, and notification of suspected unauthorized intrusions on individual servers. R. Secondary Mirrored Site Management Accela will provide mirrored secondary site allows for replication of the primary site in the event of a natural disaster rendering the primary data center inoperable. Accela will provide skilled staff to support all operational support services. These services include support processes necessary to provide a secondary mirrored site. S. Data Recovery Accela will provide multiple ways to recover data: • Use of Oracle's flashback technology at either the query or table level • Mounting of the latest snapshot as a cloned database to retrieve data • Use of the logical export to restore the data to a new database to export it. • Use of RMAN to perform a point -in -time recovery of the data files and archive logs to an isolated cloned instance Use of RMAN to perform a point -in -time recovery of the database proper Switchover/Failover to the DR site in case of a severe primary site outage. 4834-9702-6385v3 MBRANSON\04706083 AD ®® CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) 9/8/2017 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 have ADDITIONAL INSURED provisions or 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). PRODUCER ABD Insurance & Financial Services 3 Waters Park Drive, Suite 100 San Mateo, CA 94403 www theabdteam com INSURED Accela, Inc. -2633 Camino Ramon San Ramon CA 94583 CONTACT NAME PHONE Cert Request 650-488-8565 I ac. Nol CertRequest4theabdteam com INSURER(S) AFFORDING COVERAGE INSURER A Federal Insurance Company 20281 INSURER B . INSURER C I INSURER D I INSURER E I INSURER F E-MAIL ADDRESS. NAIC COVERAGES CERTIFICATE NUMBER: 37629330 REVISION NUMBER: 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 INSR TYPE OF INSURANCE ADDL,SUBR POUCY EFF POLICY EXP LTR Kw wvn POLICY NUMBER (MM/DD/YYYYI I (MM/DDIYYYY) LIMITS A `/ COMMERCIAL GENERAL UABIUTY / 3604-91-08 9/1/2017 9/1/2018 CLAIMS -MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER ✓ POLICY PRO- JECT OTHER A AUTOMOBILE LIABILITY v/ ANY AUTO OWNED AUTOS ONLY HIRED AUTOS ONLY LOC SCHEDULED AUTOS NON -OWNED AUTOS ONLY UMBRELLA LIAB EXCESS LIAB DED RETENTION $ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANYPROPRIETOR/PARTN ER/EXEC UTIVE OFFICER/MEMBER EXCLUDED'? (Mandatory In NH) If yes, descnbe under DESCRIPTION OF OPERATIONS below OCCUR CLAIMS -MADE Y/N N/A 7359-95-44 9/1/2017 9/1/2018 EACH OCCURRENCE DAMAGE TO RENTED PREMISES (Ea occurrence) MED EXP (Any one person) PERSONAL & ADV INJURY GENERAL AGGREGATE PRODUCTS - COMP/OP AGG COMBINED SINGLE LIMIT (Ea accident) - BODILY INJURY (Per person) BODILY INJURY (Per accident) PROPERTY DAMAGE (Per accident) EACH OCCURRENCE AGGREGATE TUTE I I ERH STA E L EACH ACCIDENT E L DISEASE - EA EMPLOYEE E L DISEASE - POLICY LIMIT DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached it more space is required) RE All operations of the Named Insured City of Gilroy, its Officers and Employees are additional insureds to General Liability CERTIFICATE HOLDER CANCELLATION City of Gilroy Attn: Shawna Freels, City Clerk 7351 Rosanna Street Gilroy, CA 95020 1,000,000 1,000,000 10,000 1,000,000 2,000,000 2,000,000. 1,000,000 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 Rod Sockolov © 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD 37629330 116254 117-19 GL, AL, WC, UMB $10M, Crime I Para (1) 19/8/2017 12 57 26 AM (PDT) I Page 1 of 1