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Accela-2018-30 - 2018-30 Acceta CITY OF GRAND TERRACE--LEGISLATIVE MANAGEMENT ORDER FORM FY2018 City of Grand Terrace Accela Legislative Management February 23, 2018 Kevin Strauss Business Development Executive (631) 389-3691 kstrauss- ,accela.com Page 1 of 5 Legislative Management Order Form(Monthty) Form Approved ty Legal(v 1 f18-2812617) MAccela CI Y DF GRAND TERRACE—LEGISLATIVE MANAGEMENT ORDER FORM FY2018 Products and Services S560ACSHT02C101 Legislative Management-Civic Streaming HD T02 PIOK-20K 1 $3.600.00 Total-Grand D r00 00 Page 2 of 5 I Legislative Management 01der Form lMonthSy) Farm Approved by Legal(v 103,28 2017) Accela CITY OF GRAND TERRACE—LEGISLATIVE MANAGEMENT ORDER FORM FY2018 Accela LegislativeOrder Gefferal Information Customer Contact Cynthia Fortune Customer Address 22795 Barton Rd,Grand Terrace,California 92313 Subscription Period Date of Last Signature of this Order Form to March 29,2019 Payment Terms Currency USD The initial monthly payment of USD$300.00 will be Invoiced on the following date:March 30,2018. Page 3 of 5 I Legislative Management 0 des Form 1Monthly) Form Approved by Legal(v 103'2W2017) Acce�� CITY OF GRAND TERRACE�-LEGISLATIVE MANAGEMENT ORDER FORM FY2018 Terms and Conditions 1. IMPORTANT NOTICE TO USER: Accela, Inc. ("Accela") owns all intellectual property In the saftware products listed in the Products and Services section(collectively"Software"or"Subscription Services")of the Order Form. Customer shall not modify, adapt, translate, rent, lease or otherwise attempt to discover the Software source code. The following terms and conditions (this"Agreement") will be effective as of the date of last signature of the Order Form (Effective Date)and will be governed by the laws in farce in the State of California. 2. Software License. The Software subscription services and the accompanying files, software updates, lists and documentation are licensed, not sold, to you. You may install and Use a copy of the Software on your compatible computer for the purpose of connecting to the hosted service provided by Accela as long as you are a current subscriber and maintain your monthly or annual continued services for the applicable licenses. Except as expressly set forth herein,Accela disclaims any and all express and implied warranties, including but not limited to warranties of merchantability and fitness for a particular purpose. 3. Continued Services 3.1 Hosting. Accela agrees to maintain Customer data in a secure datacenter and is committed to providing 99.9%uptime and availability. Accela will perform nightly backups of your hosted data to an alternate physical location. 3.2 Ownership of Data. All hosted data belongs to the Customer. Within thirty (30)calendar days following termination of this Agreement, Accela will provide a complete copy of Customer's data without additional charge through a downloadable backup or DVD. 4. Payment Terms & Fees 4.1 Subscription Term and Termination.The initial Subscription Term of this Agreement begins on the Effective Date and will continue for the period listed in the initial Order Form, At the end of the initial Subscription Term, Customer's subscription and this Agreement will renew for an additional twelve (12) month term and for subsequent twelve (12) month periods thereafter unless and until terminated as provided herein. To stop the auto-renewal listed in the foregoing sentence, Customer must submit written notice to Accela at AGcountsReceivable(&Accela.com not less than thirty (30) calendar days prior to the end of the then-current Term. Either party may terminate this Agreement upon thirty(30)calendar days'written notice to the other party. Accela reserves the right to increase the annual fees by 7's'6 on the anniversary date of each annual term of this Agreement. 4.2 Payment Terms. Initial payment is due on the date listed in the Order Form above. Each subsequent monthly billing will occur on the 1`1 of each month. Payment Terms are NET 30 days from the Invoice date. 4.3 In exchange for its use of the Subscribed Services,Customer will pay to Accela the amounts indicated in the Order. Said amounts are based on services purchased and not actual usage, payment obligations are non-cancelable and fees paid are non-refundable, except as otherwise specifically-provided herein. Unless otherwise stated, such fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including but not limited to value-added, sales, use or withhold.ng taxes, assessable by any local, state, provincial, federal or foreign jurisdiction ("Taxes"). Customer is responsible for paying all Taxes associated with its purchases hereunder. If Accela has the legal obligation to pay or collect Taxes for which Customer is responsible, the appropriate amount will be invoiced to and paid by Customer, unless Accela Is provided W th a valid tax exemption certificate authorized by the appropriate taxing authority. Accela is solely responsible for taxes assessable against it based on its income, property and employees. 4.4 On-Site Support and Expenses. Should on-site support requiring trave'by Accela staff be requested by Customer,Accela wlII provide on-site assistance at Accela's then-current time-and materials rates. In addition to these charges,Customer will compensate Accela for associated airfare, lodging, rental transportation, meals, and other incidental expenses as such expenses accrue and will be billed at cost and invoiced separately. 4.5 Hardware. Hardware, if any, Is provided at no additional cost. Accela does not warrant any hardware. Should Accela furnish encoder hardware as part of the Civic Streaming (fka MediaTraq) video streaming service, hardware warranty is through manufacturer repair or replacement only.Any hardware issues requiring new equipment not covered by the warranty will be billed to the client at cost. Any upgrades, additional encoders, etc. will be billed to client. Any hardware furnished to client as part of Accela's services is to be returned to Accela upon termination of associated services. 4.6 Customer Delays to Go-Live. Pr.-or to beginning training, Customer will be asked to sign-off on an implementation schedule which will include an agreed upon"Go Live"date. If a Customer-based delay causes the Go Live date to be pushed more than 4 weeks) Accela reserves the right to charge a$1,500 Project Adjustment Fee for each such delay. Pane 4 of 5 1 Legislot{ve Management Order Form iMonthly) Form Approved ay Legal(v 108:28 2017) Accela CITY Of GRAND TERRA:_ -I EGI51_ATIVE MANAGEMENT ORDER FORM FY1)-s t 5.Limitation of Liability. Accela will,at all times during the Agreement, maintain appropriate insurance coverage. To the extent not offset by its insurance coverage and to the maximum extent permitted by applicable laws, in no event will Accela's cumulative liability for any general, incidental,specW,compensatory,or punitive damages whatsoever suffered by Customer or any other person or entity exceed the fees paid to Accela by Customer during the twelve(12)calendar months immediately preceding the circumstances which give rise to such claim(s) of liability, even if Accela or its agents have been advised or the possibility of such damages. 5.Alternate Terms Disclaimed.The parties expressly disclaim any alternate terms and conditions accompanying drafts and/or purchase orders issued by Customer. This Order Form is entered into between Customer and Accela. Customer accepts and agrees to adhere to the Terms and Conditions with this Order Form, will be referenced as the "Agreement." This Agreement between Customer and Accela, which Customer hereby acknowledges and accepts, constitutes the entire agreement between Accela and Customer governing the Services referenced above. Customer represents that its signatory below has the authority to bind Customer to the terms of this Agreement. Other Special Terms Accounts Payable Contact • • (Required) First Name Last Name %tb71_aplastnamel Title Phone Number Email Address 0Alh S<-' Billing Address ' R O .;7 3/.9 Delivery Address " A " Method of All invoices will be sent electranically to the Email Address provided above unless otherwise specified In Special Invoicing Needs.. invold Special Invoicing Invalce Delivery by Posi Is Required Need Signature • (Required) Vendor Accela.Inc. Customer City of Grand Ter e Signed By Signed By Date Date Q Title of Authorized Title of Authorized 1 Signatory Signatory ✓�.3/ 1 A07— — Name(Print)or Name(Print)of 't Authorized Authorized Signatory I I Signatory r Additiornl Signatures Section Customer City of Grand Terrace Customer city or Grand Terrace Signed By Signed By Date Date Title of Authorized /1 L/J Title of Authorized Signatory lr/ �4—+�4� Signatory Name(Print)of y Name(Print)of Authorized /1�/�/J/1 1' �/JD ASlhnato d Signatory I/ ©/G/4T L �l /rYY Purchage • • If Customer requires PO number on—invoices.it must provided to the right and Customer must Drovidg PO#(If required): Acre a copy o t i PO nrior to invoiceissuance. I no PO number provided prior to invoice issuance ate, invoices issue on this Order Form will be valid without a PO reference. Page 5 of 5 I Leglslative Management Oder Form iMonthiy) Form Approved by Legal(v t 0 28120W)