HomeMy WebLinkAboutDoc 261 - CDD Software License AgrmtDeschutes County Board of Commissioners
1300 NW Wall St., Suite 200, Bend, OR 97701-1960
(541) 388-6570 -Fax (541) 385-3202 -www.deschutes.org
AGENDA REQUEST & STAFF REPORT
For Board Business Meeting of Wednesday, June 5, 2013, 10:00 a.m.
DATE: May 24,2013.
FROM: Nick Lelack, Director Community Development 385-1708
TITLE OF AGENDA ITEM:
Consideration of Board's Signature of Document No. 2013-259, Services Agreement; Document No.
2013-260, Hosting Agreement; Document No. 2013-261, License Agreement; Document No. 2013
262, Maintenance Agreement with Accela Inc.
PUBLIC HEARING ON THIS DATE? NO.
BACKGROUND AND POLICY IMPLICATIONS:
In 2008, the State of Oregon selected Accela Inc. as the vendor and Accela Automation Software as the
platform for the State's ePermitting System. The Accela software program has now been made
available at no cost to jurisdictions to convert the County's Building and Environmental Soils divisons
current operating software to the State's electronic permitting system. These agreements will allow
conversion of the Planning and Code Enforcement divisions software programs to the Accela system.
FISCAL IMPLICATIONS:
CDD has budgeted in the proposed FY 13-14 budget $250,800. to fund this conversion from the
General Fund. This expenditure is a one time only cost. There will be minimal annual maintance and
service costs which will be budgeted in the following budget years.
RECOMMENDATION & ACTION REQUESTED:
Request approval and signature from the Board of Commissioners of Documents 2013-259 through
262.
ATTENDANCE: Nick Lelack, Community Development Director and Lori Furlong,
Administrataive Manager
DISTRIBUTION OF DOCUMENTS:
Two original contracts should be returned to Kathleen Stockton, CDD, x 3193.
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DESCHUTES COUNTY DOCUMENT SUMMARY
(NOTE: This form is required to be submitted with ALL contracts and other agreements, regardless of whether the document is to be
on a Board agenda or can be signed by the County Administrator or Department Director, If the document is to be on a Board
agenda, the Agenda Request Form is also required, If this form is not included with the document, the document will be returned to
the Department. Please submit documents to the Board Secretary for tracking purposes, and not directly to Legal Counsel, the
County Administrator or the Commissioners, In addition to submitting this form with your documents, please submit this form
electronically to the Board Secretary,)
Please complete all sections above the Official Review line,
Date: 15/22/131 Department: ICDDI
Contractor/Supplier/Consultant Name: iAccela Inc.
Contractor Contact: IChristina Clar~ Contractor Phone #: 1559-308j
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Type of Document: License Agreement, Document No. 2013-261 between Deschutes
County Community Development Department and Accela, Inc.
Goods and/or Services: Accela Inc. to provide software licenses for the Planning
Land Management Department Site License and Code Land Management Department
Site License.
Background & History: In 2008, the State of Oregon selected Accela Inc., as the
vendor and Accela Automation Software as the platform for the State's eBuilding Permit
System. The Accela software program has now been made available at no cost to
jurisdictions to convert the Building and Environment Soils divisions current operating
software to the State's elecronic building permitting system. This license agreement will
allow the use of Accela's software products for the planning and code enforcement
programs. Funding for this project has been budgeted in the FY 13-14 Proposed
Budget.
Agreement Starting Date: ~/15/1 ~ Ending Date: '--_~
Annual Value or Total Payment: I Total Payment: $63,891.0q
Insurance Certificate Recei,ed (CieCk box)
Insurance Expiration Date: ',,&--1
<']lJ etf&· a.tq~I'1?tGC~~e:;;·,?)
Check all that apply:
RFP, Solicitation or Bid Process
Informal quotes «$150K)
Exempt from RFP, Solicitation or Bid Process (specify -see DCC §2.37)
Funding Source: (Included in current budget? DYes r:8J No
If No, has budget ~mentbeen submitted? D
-~".;; 6J l"?-ttf
Yes r:8J No
Is this a Grant Agreement providing revenue to the County? Yes r:8J No
5/22/2013
Special conditions attached to this grant:
Deadlines for reporting to the grantor:
If a new FTE will be hired with grant funds, confirm that Personnel has been notified that
it is a grant-funded position so that this will be noted in the offer letter: DYes D No
Contact information for the person responsible for grant compliance: Name:
Phone #:
Departmental Contact and Title: Lori Furlong, Admin. Manager
Phone #: ~312~
Department Director Approval:
Dat.
Distribution of Document: Who gets the original document and/or copies after it has
been signed? Include complete information if the document is to be mailed.
Official Review:
County Signature Required (check one): D SOCC D Department Director (if <$25K)
D Administrator (if >$25K but <$150K; if >$150K, SOCC Order No. _____)
Legal Review Date
tr~ c~ 2 0 ! 3 . .) ~ .Documen t Num ber ----""'u--""----___:......::::...-_-=~=--".-'o<'v''-':.c:..."_
5/22/2013
LICENSE AGREEMENT
1. Parties ACCELA CUSTOMER
Accela, Inc. County of Deschutes, Oregon
2633 Camino Ramon, Suite 120 117 NW Lafayette
Bishop Ranch 3
San Ramon, California 94583 Bend, Oregon 97701
Attention: Contracts Administration Attention: Nick Lelack
T: 925.659.3200 T: N/A
F: 925.407.2722 F: N/A
e-Mail: contractsadmin@accela.com e-Mail: N/A
This License Agreement ("LA") is intended for the exclusive benefit of the Parties; nothing herein will be
construed to create any benefrts, rights, or responsibilities in any other parties. The software products are being
purchased by Customer as a participating jurisdiction pursuant to the State Of Oregon ePermit System
Agreement ("Oregon ePermit System Agreement"). Unless otherwise stated below, all terms and conditions of I
the "Oregon ePermit System Agreement" as amended are incorporated by this reference as if fully set forth
herein. f
2. Term and Termination
2.1. Term Provided that Customer signs and returns this LA to Accela no later than June 15, 2013. this LA is
effective as of the date of Customer's signature ("Effective Date") and will continue until terminated as
provided herein.
2.2. Termination Either party may terminate if the other party materially breaches this LA and, after receiving a
written notice describing the circumstances of the default, fails to correct the breach within thirty (30)
calendar days. Upon any termination or expiration of this LA, all rights granted to Customer are cancelled
and revert to Accela.
3. Intellectual Property License
3.1. License The software products ("Software") listed in Exhibit A are protected under the laws of the United
States and the individual states and by international treaty provisions. Accela retains full ownership in the
Software and grants to Customer a limited, nonexclusive, nontransferable license to use the Software,
subject to the following terms and conditions:
3.1.1. The Software is provided for use only by Customer employees.
3.1.2. The Software may be installed on one or more computers but may not be used by more than
the number of users for which the Customer has named user licenses. The Software is
deemed to be in use when it is loaded into memory in a computer, regardless of whether a
user is actively working with the Software. Accela may audit Customer's use of the Software
to ensure that Customer has paid for an appropriate number of licenses. Should the results of
any such audit indicate that Customer's use of the Software exceeds its licensed allowance,
Customer agrees to pay all costs of its overuse as determined using Accela's then-current
pricing; any such assessed costs will be due and payable by Customer upon assessment.
Customer agrees that Accela's assessment of overuse costs pursuant to this Subsection is not
a waiver by Accela of any other remedies available to Accela in law and equity for Customer's
unlicensed use of the Software.
License Agreement (LA), Version 08272007 Page 1 of6
3.1.3. Customer may make backup copies of the Software only to protect against destruction of the
Software. With exception of the Entity Relationship Diagram and any other documentation
reasonably-designed and specifically-marked by Accela as trade secret information for
distribution, Customer may copy Accela's documentation for use by Customer's employees,
provided that such use if for business purposes not inconsistent with the terms and conditions
of this LA. "Trade Secret" has the meaning set forth in ORS 192.501(2).
3.1.4. Customer may not make any form of derivative work from the Software, although Customer is
permitted to develop additional or alternative functionality for the Software using tools and/or
techniques licensed to Customer by Accela.
3.1.5. Customer may not obscure, alter, or remove any confidentiality or proprietary rights notices.
3.1.6. Subject to the limitations of Article XI,§ 10 of the Oregon Constitution and the Oregon Tort
Claims Act (ORS 30.260 through 30.300), Customer is liable to Accela for any losses incurred
as the result of unauthorized reproduction or distribution of the Software which occur while the
Software is in Customer's possession or control.
3.1.7. Customer may use the Software only to process transactions relating to properties within both
its own geographical and political boundaries and may not sell, rent, assign, sublicense, lend,
or share any of its rights under this LA.
3.1.8. Customer is entitled to receive the Software compiled (object) code and is licensed to use any
data code produced through implementation and/or normal operation of the Software;
Customer is not entitled to receive source code for the Software except pursuant to an
Intellectual Property Escrow Agreement. which may be executed separately by the Parties.
3.1.9. No rights are granted to Customer independent of the Oregon ePermit System Agreement. All
rights not expressly granted to Customer are retained by Accela.
3.2. License Warranties
3.2.1. Accela warrants that it has full power and authority to grant this license and that, as of the
effective date of this LA, the Software does not infringe on any existing intellectual property
rights of any third party. If a third party claims that the Software does infringe, Accela may, at
its sole option, secure for Customer the right to continue using the Software or modify the
Software so that it does not infringe. Accela expressly agrees to defend, indemnify, and hold
Customer harmless from any all claims, suits, actions, losses, liabilities, costs, expenses,
including attorneys fees, and damages arising out of or related to any claims that the Software,
or the Customer's use thereof, infringes any patent, copyright. trade secret, trademark, trade
dress, mask work, utility deSign, or other proprietary right of any third party; provided, that
Customer shall provide with prompt written notice of any infringement claim. Accela will have
the sole right to conduct the defense of any legal action and all negotiations for its settlement
or compromise.
3.2.2. Accela has no obligation for any claim based upon a modified version of the Software or the
combination or operation of the Software with any product, data, or apparatus not provided by
Accela. Accela provides no warranty whatsoever for any third-party hardware or software
I products.
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3.2.3. Except as expressly set forth herein, Accela disclaims any and all express and implied
warranties, including but not necessarily limited to warranties of merchantability and fitness for
a particular purpose.
3.3. Compensation
3.3.1. License Fees In exchange for the Software described hereinabove, Customer will pay to
Accela the amounts indicated in Exhibit A.
3.3.2. Payment Terms Amounts are quoted in United States dollars and do not include applicable
taxes, if any. The payment terms of all invoices are net forty-five (45) calendar days from the
dates of the invoices. Any payment not paid to Accela within said period will incur a late
payment in an amount equal to two-thirds of one percent (.66%) per month (eight percent (8%)
per annum), on the outstanding balance from the billing date. Accela may, at its sole
discretion, suspend its obligations hereunder without penalty until payments for all past-due
billings have been paid in full by Customer. All payments to Accela are subject to ORS
293.462.
4. Confidentiality
4.1. Confidentiality and Nondisclosure. Each party acknowledges that it and its employees or agents may, in the
course of performing its responsibilities under this LA, be exposed to or acquire information that is
confidential to the other party or the other party's clients. Any and all information clearly marked confidential,
or identified as confidential in a separate writing as confidential provided by one party or its employees or
agents in the performance of this LA shall be deemed to be confidential information of the other party
("Confidential Information"). Any reports or other documents or items (including software) which result from
the use of the Confidential Information by the recipient of such information shall be treated with respect to
confidentiality in the same manner as the Confidential Information. Confidential Information shall be
deemed not to include information that (a) is or becomes (other than by disclosure by the party acquiring
such information) publicly known or is contained in a publicly available document; (b) is furnished by the
party disclosing such information to others without restrictions similar to those imposed by this LA (c) is
rightfully in the receiving party's possession without the obligation of nondisclosure prior to the time of its
disclosure under this LA; (d) is obtained from a source other than the discloser without the obligation of
confidentiality; (e) is disclosed with the written consent of the disclosing party, or; (n is independently
developed by employees or agents of the receiving party who can be shown to have had no access to the
Confidential Information
4.2. The reCipient of Confidential Information qgrees to hold Confidential Information in strict confidence, using
at least the same degree of care that it uses in maintaining the confidentiality of its own Confidential
Information, and not to copy, reproduce, sell, assign, license, market, transfer or otherwise dispose of, give
or disclose Confidential Information to third parties or use Confidential Information for any purposes
whatsoever other than as contemplated by this LA or reasonably related thereto, including without limitation
the use by Customer of Accela who need to access or use the System for any valid business purpose, and
to advise each of its employees and Accela of their obligations to keep Confidential Information confidential.
4.3. Each party agrees that, except as provided in this LA or directed by the other, it will not at any time during
or after the term of this LA disclose, directly or indirectly, any Confidential Information to any person, and
that upon termination of this LA, each party will tum over to the other all documents, papers and other
matter in its posseSSion which embody Confidential Information.
License Agreement (LA), Version 08272007 Page 3 of 6
4.4. Each party acknowledges that breach of this Section, including disclosure of any Confidential Information
will give rise to irreparable injury which is inadequately compensable in damages. Accordingly, each party
may seek and obtain injunctive relief against the breach or threatened breach of the foregoing undertakings,
in addition to any other legal remedies that may be available. Each party acknowledges and agrees that
the covenants contained herein are necessary for the protection of the legitimate business interest of the
other and are reasonably in scope and content.
4.5. Oregon Public Records Laws Customer's obligations under this Article shall be subject to the Oregon
Public Records Laws, ORS 192.410 through ORS 192.505.
4.6. Publicity During the term of this LA, including the term of any amendment hereto, either party may publicly
disclose its ongoing business relationship with the other party. Such disclosures may indicate the other
party's identity and the party's product(s) and services provided or contracted to be provided to the other
party, but may not expressly or implicitly indicate the other party's endorsement of the party's products or
services without the other party's prior written authorization.
5. Other Terms and Conditions
5.1. Dispute Resolution This LA is govemed by and construed in accordance with the laws of the State of
Oregon. Any claim, action, suit, or proceeding (collectively, "Claim") between Customer and Accela that
arises from or relates to this LA shall be brought and conducted solely and exclusively within the Circuit
Court of Marion County for the State of Oregon; provided, however, if a Claim must be brought in a federal
forum, then it shall be brought and conducted solely and exclusively within the United States District Court
for the District of Oregon. In no event shall this section be construed as a waiver by Customer of any form
of defense or immunity, whether sovereign immunity, governmental immunity, immunity based on the
eleventh amendment to the Constitution of the United States or otherwise, from any claim or from the
jurisdiction of any COLIrt. Accela by execution of this contract hereby consents to the in personam
jurisdiction of the courts referenced in this section.
5.2. Assignment Accela may assign its rights and obligations hereunder for purposes of financing or pursuant
to corporate transactions involving the sale of all or substantially all of its stock or assets.
5.3. Survival The following provisions will survive the termination or expiration of this LA: Section 3.3 and all
subsections thereof, as to Customer's obligation to pay any fees accrued or due at the time of termination
or expiration; Section 4 and all subsections thereof; and Section 5, and all subsections thereof.
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5.4. Altemate Terms Disclaimed The parties expressly disclaim
accompanying drafts andlor purchase orders issued by Customer.
any altemate terms and conditions
License Agreement (LA), Version 08272007 Page 4 of6
5.5. Severability and Amendment If any particular provision of this LA is determined to be invalid or
unenforceable, that determination will not affect the other provisions of this LA, which will be construed in
aU respects as if the invalid or unenforceable provision were omitted. No extension, modification, or
amendment of this LA will be effective unless it is described in writing and signed by the Parties.
CUSTOMERACCELA~ 'I'-~By: _____________ By: ______________________
(Signature) (Signature)
eo/in H. SOtnflds
(Print Name) (Print Name)
Its Assf. &/P, &ar:J,uy Its _____________
(Title) (Title)
Dated: 1..-1AAJ1 "I.k 1 3 Dated:
(Monlh, Day. Year) (Monlh, Day, Year)
By: ____________
Dated:____________
By: ____________
Title:____________
Exhibit Follows.
END OF DOCUMENT
License Agreement (LA), Version 08272007 Page 5 of 6
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fEXHIBIT A f
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Oeliverables Quantity Fees I
Planning Land Management Department Site License 1 $40,995.00
Code Land Management Department Site License 1 $29,995.00
I 10% Customer Discount N/A ($7,099.00)
Total of Fees $63,891.00
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License Fees are fixed-price deliverables for which full payment is due forty-five (45) calendar days from the date of
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invoice.
END OF DOCUMENT I
License Agreement (LA), Version 08272007 Page6of6
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