HomeMy WebLinkAbout2012-024 IGA - DCBS ePermit System IGA# X-�f�
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INTERGOVERNMENTAL AGREEMENT
ePermit System and Services
THIS INTERGOVERNMENTAL AGREEMENT ("Agreement") is made and
entered into this � day of / 2012 (the "Effective Date") by and
between The State of Oregon, acting by and through the Department of Consumer
and Business Services ("DCBS") and the City of Ashland ("Jurisdiction"), a political
subdivision of the State of Oregon. DCBS and the Jurisdiction may collectively be
referred to herein as the Parties and individually as the Party. The Parties are
authorized to enter into this Agreement under ORS Chapter 190 and ORS 455.095.
DCBS: Jurisdiction:
Lori Lee Graham Larry Patterson
ePermitting Manager City Administrator
1535 Edgewater Street NW 20 East Main Street
PO Box 14470 Ashland, OR 97520
Salem, OR 97309 FAX (541)488-5311
FAX (503)378-2322
FEIN: 93-6002117
RECITALS
A. Oregon Revised Statute ORS 455.095 provides that DCBS shall develop and
implement a system that provides electronic access to building permitting
information. The statute also requires DCBS to make the system accessible
for use by municipalities in carrying out the building inspection programs
administered and enforced by the municipalities.
B. The Department of Administrative Services, State Procurement on behalf
DCBS issued a Request for Proposal (RFP) for a statewide ePermit system
and associated products and services ("ePermit System"). Accela, Inc. was
the successful proposer. On or about August 8, 2008, DCBS and Accela, Inc.
entered into a contract ("ePermit contract') by which Accela, Inc, licensed to
DCBS ePermitting system software, an IVR system and provided related
configuration, implementation and hosting services (collectively the "ePermit
System")
C. The ePermit contract provided that the ePermit System and related Services
would be available to municipalities ("Participating Jurisdictions").
D. Jurisdiction has requested that DCBS provide access to the ePermitting
System and related Services to Jurisdiction and to implement the
Jurisdiction as a Participating Jurisdiction as set forth in the ePermitting
contract.
E. DCBS is willing, upon the terms of and conditions of this Agreement, to
provide access to Jurisdiction to the ePermitting System and related Services
and to implement Jurisdiction as provided herein.
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NOW, THEREFORE, in consideration of the foregoing premises and other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
the parties hereto agree as follows:
1. DEFINITIONS.
1.1. As used in this Agreement, the following words and phrases shall have the
indicated meanings.
1.2. "Agreement" means this Intergovernmental Agreement.
1.3. "ePermitting Contract" has the meaning set forth in Recital B and
includes all amendments thereto.
1.4. "ePermit System" means the entire system including the ePermitting software
licensed implemented and configured pursuant to the ePermit contract and
related Services including hosting and IVR.
1.5. "Jurisdiction' has the meaning set forth in the first paragraph of this
Agreement.
2. TERM, RENEWAL AND MODIFICATIONS.
2.1. Term. This Agreement is effective, and will be considered fully executed,
upon signature by both parties, and shall remain in effect until
termination of this Contract as provided herein. Unless otherwise terminated
as provided herein, this Contract will be in effect for the period that
Jurisdiction administers and enforces a building inspection program. This
Agreement will automatically renew in the event that the Jurisdiction's
program assumption is renewed for an additional period.
2.2. Agreement Modifications. Notwithstanding the foregoing, or, any other
provision of the Agreement, DCBS may propose a modified Agreement or new
intergovernmental agreement for Jurisdiction access to the ePermit System.
DCBS will propose such modified Agreement or new intergovernmental
agreement with at least 60 days written notice prior to expiration of the
Jurisdiction's current program assumption period. The new
intergovernmental agreement or modified Agreement will be effective on the
effective date of the renewal of Jurisdiction's program assumption. If the
parties cannot agree to the new intergovernmental agreement or modified
Agreement, this Agreement will terminate effective on the renewal date
of Jurisdiction's program assumption. Additionally, during the term of this
Agreement, DCBS may propose modifications to this Agreement and which will
become effective upon mutual agreement by the parties in accord with section
19 of this Agreement.
3. PERFORMANCE AND DELIVERY.
3.1.Responsibilities of DCBS.
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3.1.1. DCBS shall use its best efforts to provide Jurisdiction access to the ePermit
System and related Services. DCBS shall use it best effort to provide the
Jurisdiction with satisfactory access on a parity with all other jurisdictions
implemented by DCBS to the ePermit System.
3.1.2. DCBS will implement the Jurisdiction using the process according to the
ePermitting Implementation Methodology set forth in Exhibit B. In the
event that a Work Order Contract is used to implement a specific city or
county, a copy of that agreement shall be provided in Exhibit E.
3.1.3. Upon implementation, Jurisdiction will have access to the System and
the functionality as described in the ePermit contract and determined
during the implementation process.
3.1.4. DCBS will provide technical support for the ePermit program. Support
shall be provided to Jurisdiction 7:00 a.m. to 4:00 p.m. Monday
through Friday, except for state observed holidays and state
observed furlough days. The general support structure shall be as
follows:
3.1 .4.1. State ePermitting team provides technical support to
participating city or county.
3.1.4.2. Accela provides technical support to State ePermitting
team.
In the event that the State team is unable to communicate a solution to
the participating city or county, the State team will facilitate
communication between Accela and participant.
3.2. Responsibilities of Jurisdiction.
3.2.1. Jurisdiction agrees to the requirements of Exhibit A.
3.2.2. Jurisdiction shall provide the resources required in the Implementation
Methodology set forth in Exhibit B.
3.2.3. Jurisdiction agrees to abide by the terms and conditions of the Software
License set forth in Exhibit C.
3.2.4. Jurisdiction agrees to abide by the implementation model that is
identified in Exhibit F and is defined as either the Standard, Plus or
Custom model.
4. REPRESENTATIONS AND WARRANTIES.
4.1 Representations of Jurisdiction. Jurisdiction represents and warrants to
DCBS as follows:
4.1.1. Organization and Authority. Jurisdiction is a political subdivision of the
State of Oregon (or an intergovernmental entity formed by political
subdivisions of the State of Oregon under ORS Chapter 190) duly
organized and validly existing under the laws of the State of Oregon.
Jurisdiction has full power, authority and legal right to make this
Agreement and to incur and perform its obligations hereunder.
Jurisdiction has assumed and administers a building inspection program
under ORS 455.148 to ORS 455.153.
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4.1.2. Due Authorization. The making and performance by Jurisdiction of this
Agreement (1) have been duly authorized by all necessary action of
Jurisdiction and (2) do not and will not violate any provision of any
applicable law, rule, and regulation.
4.1.3. Binding Obligation. This Agreement has been duly executed and
delivered by Jurisdiction and constitutes a legal, valid and binding
obligation of Jurisdiction, enforceable according to its terms.
4.1.4. Jurisdiction has reviewed the ePermit contract and ePermit System and is
knowledgeable of the ePermit system functionality and performance and
has entered into this agreement based on its evaluation of the ePermit
Contract and the ePermit System
4.2. Representations and Warranties of DCBS. DCBS represents and warrants to
Jurisdiction as follows:
4.2.1. Organization and Authority. DCBS is an agency of the state government
and DCBS has full power, authority and legal right to make this
Agreement and to incur and perform its obligations hereunder.
4.2.2. Due Authorization. The making and performance by DCBS of this
Agreement (1) have been duly authorized by all necessary action of
DCBS and (2) do not and will not violate any provision of any applicable
law, rule, and regulation.
4.2.3. Binding Obligation. This Agreement has been duly executed and
delivered by DCBS and constitutes a legal, valid and binding
obligation of DCBS, enforceable according to its terms.
4.2.4. Performance Warranty. DCBS will use its best efforts to provide
Jurisdiction access to the ePermit System and implement the
Jurisdiction according to the ePermit contract and Exhibit B.
Notwithstanding the foregoing, Jurisdiction understands and agrees
that the ePermit System is composed of software and services
provided by third parties and DCBS has no responsibility to
Jurisdiction for the functionality or performance of the ePermit
System.
4.3. The warranties set forth above are in addition to, and not in lieu of, any
other warranties set forth in this Agreement or implied by law.
5. ACCESS TO RECORDS AND FACILITIES.
5.1. Records Access. DCBS, the Secretary of States Office of the State of Oregon,
the Federal Government, and their duly authorized representatives shall have
access to the books, documents, papers and records of the Jurisdiction that
are directly related to this Agreement, for the purpose of making audits,
examinations, excerpts, copies and transcriptions.
5.2. Retention of Records. Jurisdiction shall retain and keep accessible all
books, documents, papers, and records that are directly related to this
Agreement for a minimum of six (6) years, or such longer period as
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may be required by other provisions of this Agreement or applicable law,
following the termination of this Agreement.
5.3. Public Records. Jurisdiction shall be deemed the Custodian for the
purposes of public records requests regarding requests related to
Jurisdiction's building inspection program.
6. JURISDICTION DEFAULT. Jurisdiction shall be in default under this Agreement
upon the occurrence of any of the following events:
6.1. Jurisdiction fails to perform, observe or discharge any of its covenants,
agreements or obligations set forth herein.
6.2.Any representation, warranty or statement made by Jurisdiction herein is
untrue in any material respect when made.
7. DCBS DEFAULT. DCBS shall be in default under this Agreement upon the
occurrence of any of the following events:
7.1. DCBS fails to perform, observe or discharge any of its covenants,
agreements, or obligations set forth herein; or
7.2.Any representation, warranty or statement made by DCBS herein is untrue
in any material respect when made.
8. TERMINATION.
8.1. Jurisdiction Termination. Jurisdiction may terminate this Agreement in its
entirety as follows:
8.1.1. For its convenience, upon at least six calendar months advance written
notice to DCBS, with the termination effective as of the first day of
the month following the notice period;
8.1.2. Upon 30 days advance written notice to DCBS, if DCBS is in default
under this Agreement and such default remains uncured at the end of
said 30 day period or such longer period, if any, as Jurisdiction may
specify in the notice; or
8.1.3. Immediately upon written notice to DCBS, if Oregon statutes or federal
laws, regulations or guidelines are modified, changed or interpreted by the
Oregon Legislative Assembly, the federal government or a court in such
a way that Jurisdiction no longer has the authority to meet its obligations
under this Agreement.
9. DCBS TERMINATION. DCBS may terminate this Agreement as follows:
9.1. For its convenience, upon at least six calendar months advance written notice
to Jurisdiction, with the termination effective as of the first day of the month
following the notice period.
9.2. Upon termination of the ePermit Contract with such reasonable notice to
Jurisdiction as feasible under the terms of the ePermit Contract.
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9.3. Immediately upon written notice to Jurisdiction if Oregon statutes or federal
laws, regulations or guidelines are modified, changed or interpreted by the
Oregon Legislative Assembly, the federal government or a court in such a
way that DCBS no longer has the authority to meet its obligations under this
Agreement.
9.4. Upon 30 days advance written notice to Jurisdiction, if Jurisdiction is in
default under this Agreement and such default remains uncured at the end of
said 30 day period or such longer period, if any, as DCBS may specify in the
notice.
9.5. Immediately, in the event that Jurisdiction no longer administers and enforces
a building inspection program.
10. EFFECT OF TERMINATION.
10.1. No Further Obligation. Upon termination of this Agreement in its entirety,
DCBS shall have no further obligation to provide access to the ePermit
System and related Services to Jurisdiction.
10.2. Survival. Termination or modification of this Agreement pursuant to sections 8
and 9 above, shall be without prejudice to any obligations or liabilities of
either party already accrued prior to such termination or modification.
However, upon receiving a notice of termination, Jurisdiction shall immediately
cease all activities under this Agreement, unless expressly directed
otherwise by DCBS in the notice of termination.
10.3. Minimize Disruptions. If a termination right set forth in section 8 or 9 is
exercised, both parties shall make reasonable good faith efforts to
minimize unnecessary disruption or other problems associated with the
termination.
10.4. Jurisdiction Data. Jurisdiction may obtain a copy of data related to its
building inspection program.
11. NOTICE. Except as otherwise expressly provided in this Agreement, any
communications between the parties hereto or notices to be given hereunder
shall be given in writing by personal delivery, facsimile, or mailing the same,
postage prepaid to Jurisdiction or DCBS at the address or number set forth
below, or to such other addresses or numbers as either party may indicate
pursuant to this section. Any communication or notice so addressed and mailed
shall be effective five (5) days after mailing. Any communication or notice
delivered by facsimile shall be effective on the day the transmitting machine
generates a receipt of the successful transmission, if transmission was during
normal business hours of the recipient, or on the next business day, if
transmission was outside normal business hours of the recipient. To be
effective against DCBS, any notice transmitted by facsimile must be confirmed
by telephone notice to DCBS"s Office of Contracts and Procurement as set forth
below. To be effective against Jurisdiction, any notice transmitted by facsimile
must be confirmed by telephone notice to Jurisdictions responsible party as
agreed upon by jurisdiction and DCBS. Any communication or notice given by
personal delivery shall be effective when actually delivered.
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12. SEVERABILITY. The parties agree that if any term or provision of this
Agreement is declared by a court of competent jurisdiction to be illegal or in conflict
with any law, the validity of the remaining terms and provisions shall not be affected,
and the rights and obligations of the parties shall be construed and enforced as if
the Agreement did not contain the particular term or provision held to be invalid.
13. COUNTERPARTS. This Agreement may be executed in several counterparts, all
of which when taken together shall constitute one agreement binding on all parties,
notwithstanding that all parties are not signatories to the same counterpart.
Each copy of this Agreement so executed shall constitute an original.
14. GOVERNING LAW, CONSENT TO JURISDICTION. This Agreement shall be
governed by and construed in accordance with the laws of the State of Oregon
without regard to principles of conflicts of law. Any claim, action, suit or proceeding
(collectively, "Claim") between DCBS (and/or any other agency or department of
the State of Oregon) and Jurisdiction that arises from or relates to this
Agreement shall be brought and conducted solely and exclusively within a
circuit court in the State of Oregon of proper jurisdiction. In no event shall this
section be construed as a waiver by the State of Oregon 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 court. JURISDICTION, BY
EXECUTION OF THIS AGREEMENT, HEREBY CONSENTS TO THE IN
PERSONAM JURISDICTION OF SAID COURTS.
15. COMPLIANCE WITH LAW. The parties shall comply with all state and local laws,
regulations, executive orders and ordinances applicable to the Agreement. All
employers, including DCBS and Jurisdiction, that employ subject workers who
provide Services in the State of Oregon shall comply with ORS 656.017 and
provide the required Workers Compensation coverage, unless such employers
are exempt under ORS 656.126.
16. ASSIGNMENT OF AGREEMENT, SUCCESSORS IN INTEREST. The parties
agree there will be no assignment or delegation of the Agreement, or of any interest
in this Agreement, unless both parties agree in writing. The parties agree that no
services required under this Agreement may be performed under subcontract
unless both parties agree in writing. The provisions of this Agreement shall be
binding upon and shall inure to the parties hereto, and their respective
successors and permitted assignees.
17. NO THIRD PARTY BENEFICIARIES. DCBS and Jurisdiction are the only parties
to this Agreement and are the only parties entitled to enforce its terms. Nothing
in this Agreement gives, is intended to give, or shall be construed to give or
provide any benefit or right, whether directly, indirectly or otherwise, to third
persons any greater than the rights and benefits enjoyed by the general public
unless such third persons are individually identified by name herein and expressly
described as intended beneficiaries of the terms of this Agreement.
18. WAIVER. The failure of either party to enforce any provision of this Agreement
shall not constitute a waiver by that party of that or any other provision. No waiver
or consent shall be effective unless in writing and signed by the party against
whom it is asserted.
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19. AMENDMENT. No amendment, modification or change of terms of this Agreement
shall bind either party unless in writing and signed by both parties and when
required by the Department of Administrative Services and Department of Justice.
Such amendment; modification or change, if made, shall be effective only in the
specific instance and for the specific purpose given. Jurisdiction, by signature of
its authorized representative, hereby acknowledges that it has read this
Agreement, understands it, and agrees to be bound by its terms and
conditions.
20. HEADINGS. The headings and captions to sections of this Agreement have been
inserted for identification and reference purposes only and shall not be used to
construe the meaning or to interpret this Agreement.
21. CONSTRUCTION.This Agreement is the product of extensive negotiations between
DCBS and representatives of Jurisdiction. The provisions of this Agreement are
to be interpreted and their legal effects determined as a whole. An arbitrator or
court interpreting this Agreement shall give a reasonable, lawful and effective
meaning to the Agreement to the extent possible, consistent with the public
interest.
22. INDEPENDENT CONTRACTOR. The parties agree and acknowledge that their
relationship is that of independent contracting parties and that neither party is an
officer, employee, or agent of the other as those terms are used in ORS 30.265 or
otherwise.
23. LIMITATION OF LIABILITY.
23.1. Jurisdiction agrees that DCBS shall not be subject to any claim, action,
or liability ARISING IN ANY MANNER WHATSOEVER OUT OF ANY ACT
OR OMISSION, INTERRUPTION, OR CESSATION OF ACCESS OR
SERVICE UNDER THIS AGREEMENT. THE STATE SHALL NOT BE LIABLE
OR RESPONSIBLE FOR ANY DIRECT, INDIRECT SPECIAL OR
CONSEQUENTIAL DAMAGES SUSTAINED BY THE POLITICAL
SUBDIVISION, INCLUDING, BUT NOT LIMITED TO, DELAY,
INTERRUPTION OF BUSINESS ACTIVITIES, OR LOST RECEIPTS THAT.
MAY RESULT IN ANY MANNER WHATSOEVER FROM ANY ACT OR
OMISSION, INTERRUPTION, OR CESSATION OF SERVICE.
23.2. EXCEPT FOR LIABILITY ARISING UNDER SECTION 26 NEITHER
PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INCIDENTAL OR
CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATED TO THIS
AGREEMENT. NEITHER PARTY SHALL BE LIABLE FOR ANY
DAMAGES OF ANY SORT ARISING SOLELY FROM THE
TERMINATION OF THIS AGREEMENT OR ANY PART HEREOF IN
ACCORDANCE WITH ITS TERMS.
24. FORCE MAJEURE. Neither DCBS nor Jurisdiction shall be held responsible for
delay or default caused by fire, civil unrest, labor unrest, natural causes, or war
which is beyond the reasonable control of DCBS or Jurisdiction, respectively.
Each party shall, however, make all reasonable efforts to remove or eliminate
such cause of delay or default and shall, upon the cessation of the cause,
diligently pursue performance of its obligations under this Agreement.
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25. TIME IS OF THE ESSENCE. Time is of the essence in the performance of
all under this Agreement.
26. CONTRIBUTION
26.1. If any third party makes any claim or brings any action, suit or proceeding
("Third Party Claim") against a party (the "Notified Party")with respect to
which the other party("Other Parry") may have liability, the Notified Party
must promptly notify the Other Party in writing of the Third Party Claim and
deliver to the Other Party a copy of the claim, process, and all legal
pleadings with respect to the Third Party Claim. Either party is entitled to
participate in the defense of a Third Party Claim, and to defend a Third Party
Claim with counsel of its own choosing. Receipt by the Other Party of the
notice and copies required in this paragraph and meaningful opportunity for
the Other Party to participate in the investigation, defense and settlement of
the Third Party Claim with counsel of its own choosing are conditions
precedent to the Other Party's liability with respect to the Third Party Claim.
26.2. With respect to a Third Party Claim for which DCBS is jointly liable with the
Jurisdiction (or would be if joined in the Third Party Claim ), DCBS shall
contribute to the amount of expenses (including attorneys' fees), judgments,
fines and amounts paid in settlement actually and reasonably incurred and
paid or payable by the Jurisdiction in such proportion as is appropriate to
reflect the relative fault of DCBS on the one hand and of the Jurisdiction on
the other hand in connection with the events which resulted in such
expenses, judgments, fines or settlement amounts, as well as any other
relevant equitable considerations. The relative fault of DCBS on the one
hand and of the Jurisdiction on the other hand shall be determined by
reference to, among other things, the parties' relative intent, knowledge,
access to information and opportunity to correct or prevent the
circumstances resulting in such expenses, judgments, fines or settlement
amounts. DCBS's contribution amount in any instance is capped to the
same extent it would have been capped under Oregon law if DCBS had sole
liability in the proceeding.
26.3. With respect to a Third Party Claim for which the Jurisdiction is jointly liable
with DCBS (or would be if joined in the Third Party Claim), the Jurisdiction
shall contribute to the amount of expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably
incurred and paid or payable by DCBS in such proportion as is appropriate
to reflect the relative fault of the Jurisdiction on the one hand and of DCBS
on the other hand in connection with the events which resulted in such
expenses, judgments, fines or settlement amounts, as well as any other
relevant equitable considerations. The relative fault of the Jurisdiction on the
one hand and of DCBS on the other hand shall be determined by reference
to, among other things, the parties' relative intent, knowledge, access to
information and opportunity to correct or prevent the circumstances resulting
in such expenses, judgments, fines or settlement amounts. The
Jurisdiction's contribution amount in any instance is capped to the same
extent it would have been capped under Oregon law if it had sole liability in
the proceeding.
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27. AGREEMENT DOCUMENTS IN ORDER OF PRECEDENCE. This Agreement
consists of the following documents that are listed in descending order of
precedence:
This Agreement less all exhibits;
Exhibit A - Jurisdiction Obligations
Exhibit B - Implementation Methodology
Exhibit C - ePermit License Agreement
Exhibit D - ePermit Contract (not attached, but made available
to Jurisdiction Exhibit E - (Work Order, if applicable)
Exhibit F— Implementation Model
All attached and referenced exhibits are hereby incorporated by reference.
28. MERGER CLAUSE. This Agreement and attached exhibits constitute the
entire agreement between the parties on the subject matter hereof.
There are no understandings, agreements, or representations, oral or
written, not specified herein regarding this Agreement. No waiver, consent,
modification or change of terms of this Agreement shall bind all parties
unless in writing and signed by both parties and all necessary State
approvals have been obtained. Such waiver, consent, modification or change,
if made, shall be effective only in the specific instance and for the specific
purpose given. The failure of DCBS to enforce any provision of this
Agreement shall not constitute a waiver by DCBS of that or any other provision.
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JURISDICTION, BY EXECUTION OF THIS AGREEMENT, HEREBY
ACKNOWLEDGES THAT JURISDICTION HAS READ THIS CONTRACT,
UNDERSTANDS IT, AND AGREES TO BE BOUND BY ITS TERMS AND
CONDITIONS.
A. Jurisd' tion
B . Date: 2�
nted am ar Patterson
Title: City Administrator
State of Oregon, Acting by and through its Department of Consumer and Business
Se 'ces
By: Date:
Printed Name: ick M. Allen or delegate
Title: Interim Administ r Buildino Codes Division
C. State of Oregon, acting Xthroh artment of Consumer and Business
Services
By: Date:
Printed Name: Sarah L. Roth or delegate
Title: DCBS Procurement Officer
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B. State of Oregon, Acting by and through its Department of Consume and Business
Services, uilding Codes Division
By: l — Date: g117I,--C-
Printed Name: Chris Huntington, or delegate
Title: Deputy Administrator
C. State of Oregon, acting by and through its Department of Consumer and Business
Services
B} g�ii A� Date: ��-
Printed Name: Shawn Waite
Title: Designated Procurement Officer
By: Date:
Printed Name: Patrick M. Allen, or delegate
Title: Director
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Exhibit A
Jurisdiction Obligations
Jurisdiction Software
As part of the state hosted system, any software being used by Jurisdiction to support either the
building permitting system or any supplemental products being purchased from Accela, must be
compatible with the Accela product.
Product Features
Jurisdiction agrees to offer online inspection scheduling for permits in an appropriate status.
Jurisdiction agrees to offer online submittal of plan documents at appropriate point(s) in the
application process as dictated by the Jurisdiction's workflow associated with each record type.
Permit Numbering Scheme.
As a full service participant, Jurisdiction agrees to include the three digit prefix to all permits
covered by and processed through ePermitting system. Permits for any supplemental products
purchased through Accela, hosted in the State of Oregon environment and being serviced
through the State of Oregon ePortal must also use the three-digit prefix in the permit number.
Permits for supplemental products purchased through Accela that will not be hosted or
maintained on the Oregon platform and that are not serviced through the State of Oregon
ePortal are not required to use the three-digit prefix.
Status and Result Codes.
All status and result codes such as inspections, plan review, permit issuance status will be
pursuant to a statewide uniform system. Jurisdiction shall only use the uniform status and result
codes.
Inspection Codes.
Inspection types for code required inspections must be consistent throughout the state. Unique
inspection types must be requested through and assigned by the ePermitting staff.
Supplemental Products Purchased by Jurisdiction through Accela.
Any supplemental product such as, but not limited to, Land Use, Enforcement, Licensing or
other services, are licensed directly to Jurisdiction by Accela. Support services for the
supplemental products fall outside of the scope of this Intergovernmental Agreement and are
therefore provided through direct agreement with Accela or other service provider. Installation
of supplemental products onto the State hosted servers cannot occur before the State
ePermitting team begins active development of the building permitting module.
Version (Product) updates.
Migration from one product version of Accela Automation to another product version will be
regulated and coordinated through DCBS. Supplemental products will be required to migrate to
the same version of the product at the same time as the product version for the building product
module.
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Exhibit B
Implementation Methodology
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Full Service ePermitting
Project Approach and
Methodology
Version 1.2
December 23, 2009
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IGA#XXXXXXXX
Table of Contents
Tableof Contents ..................................................................................................... 2
DocumentControl......................................................................................................... 3
Overview........................................................................................................................ 4
Description of Methodology.......................................................................................... 5
SuccessFactors............................................................................................................ 5
Approach........................................................................................................................ 6
Implementation Methodology-Definitions.................................................................. 6
Stage1—Initiation.......................................................................................................... 7
Stage1 Objectives......................................................................................................... 7
Stage1 Activities........................................................................................................... 7
Stage1 Deliverables...................................................................................................... 8
Stage2—Analysis ........................................................................................................ 8
Stage2 Objectives......................................................................................................... 6
Stage2 Activities........................................................................................................... 9
Stage2 Deliverables...................................................................................................... 9
Stage 3:Configuration ................................................................................................. 9
Stage3 Objectives......................................................................................................... 10
Stage3 Activities........................................................................................................... 10
Stage3 Deliverables...................................................................................................... 10
Stage4:Build................................................................................................................. 10
Stage4 Objectives......................................................................................................... 10
Stage4 Activities........................................................................................................... 11
Stage4 Deliverables...................................................................................................... 11
Stage5—Readiness...................................................................................................... 11
Stage5 Objectives......................................................................................................... 12
Stage5 Activities........................................................................................................... 12
Stage5 Deliverables...................................................................................................... 12
Stage6—Deploy............................................................................................................ 12
Stage6 Objectives......................................................................................................... 13
Stage6 Activities........................................................................................................... 13
Stage6 Deliverables...................................................................................................... 13
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Document Control
Date Author Version Change Reference
1.0 Original
12/22/2009 Ean Darbo 1.1 Edits to Implementation Methodology Definitions
12/23/2009 Lori Graham 1.2 Formatting edits
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-'Permitting Project Approach and Methodoloqy
IGA#XXXXXXXX
Overview
The State of Oregon (State) has partnered with Accela to deliver a new software
package which will better serve the construction community, cities, and counties
(Jurisdictions) across the State. All ePermitting services will be hosted, with internet
access to participating jurisdictions. Three levels of service will be offered: Basic
Service (Quick Permits), Full Service (COTS/Complete), and Integrated Service.
The Full Service level will include automated building permit management, a public user
web portal, telephone voice response inspection scheduling system (IVR), wireless
inspection module for field use, integration to geographic information systems (GIS), and
the potential to interface to other existing 3rd party systems such as Financial or
Document Management systems.
Each Jurisdiction that chooses to participate in the ePermitting program will receive
implementation services designed to assist with the implementation of the program. The
implementation team will typically be comprised of State implementation staff in addition
to a Jurisdiction's own information technology staff.
In advance of every implementation, a Jurisdiction will complete a business analysis of
their current system thereby expediting the process. The level of support required by the
State will vary from jurisdiction to jurisdiction depending on the in-house technology
personnel expertise. The types of services that may typically be provided include:
Documentation and analysis of current business practices
CAP type (permit) and workflow development
IVR set-up
Conversion of existing data
Setup of document management system
Training of jurisdictional staff
The Full Service implementation will occur across six stages: Project Initiation, Analysis,
Configuration; Build, Readiness, Testing, and Deploy. This implementation
methodology provides a scalable and consistent manner for all required activities to
occur. Detailed discussion of this six stage approach is included below, and includes
information on what a Full Service Jurisdiction can expect in terms of objectives,
activities, and deliverables. This staged approach includes periodic review of our
Deployment Strategy to ensure a successful launch.
Each project stage is marked with entry conditions and exit conditions; status meetings,
sign-off requirements, and detailed documentation of these conditions eliminate the
potential of oversight and error.
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Project Approach and Methodology
IGA # XXXXXXXX
Description of Methodology
The implementation period is a highly critical time; it sets the tone for the Jurisdiction's
ongoing use of the Accela Automation system. A thorough and well-managed
implementation will result in the Jurisdiction's successful use of the solution.
To confirm that our implementation is on time and within budget, the State of Oregon
implementation team will be on site and will lead ongoing project management services,
in partnership with Jurisdiction staff. Together, the collective project team (State of
Oregon and Jurisdiction project staff)will plan and monitor execution of the project in
accordance with deliverables outlined in the Statement of Work.
A successful implementation is vital to the Jurisdiction's long term operation of Accela
Automation. In addition to configuring and installing the system, the implementation
period is the time when administrators, users, and power users are trained in their use of
the system. This is also that time when Jurisdiction business processes are analyzed,
optimized and adjusted to leverage the full benefit of Accela Automation.
Although levels of staff involved with each implementation vary, based on the number of
users, the amount of data to be converted, the modules selected, and the level of
configuration required, we have included estimated requirements regarding the project
team participation later in this document.
Success Factors
Project implementation will be a collaborative effort between the State project team and
the Jurisdiction project team. Within this process, we define three key factors that will
impact our success:
1. Knowledge Transfer- It is critical that Jurisdiction personnel participate in the
analysis, configuration and deployment of Accela Automation. The State team will
transfer knowledge to Jurisdiction staff, empowering system administrators, power
users, and users to be self-sufficient in its support of Accela Automation. These
individuals will serve as the Jurisdiction's liaison to the State support team, and will
work with these support personnel to troubleshoot and resolve any issues that may
arise.
2. Dedicated Jurisdiction Participation—Jurisdiction staff, along with the State team,
must be actively involved throughout the entire duration of the implementation, within
the parameters of their specific project roles. To keep project stakeholders apprised
of progress, Project Status Reports will detail participation, or lack thereof, of
Jurisdiction and State resources, as well as the corresponding impact(s).
We understand that Jurisdiction staff members have daily responsibilities, and we
will work closely with Jurisdiction representatives to create a Project Plan that is
reasonable and appropriate with regard to the commitments placed on the
Jurisdiction team. The time that these key individuals dedicate in this
implementation is a valuable investment in Jurisdiction's long-term success.
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3. Milestone Sign Off Process — Progress on this project will be measured and
documented through signoff of milestone criteria. Often, future milestones may be
dependent on timely review and acceptance of preceding deliverables. Delays in the
acceptance of a single deliverable have the potential to impact the startup or
completion of subsequent milestones and may cause a shift in the overall project
timeline.
Approach
The State's implementation methodology is comprised of six stages, each with its own
project objectives, activities and defined deliverables. Each stage of the implementation
is managed using a detailed project plan that is defined to meet each Jurisdiction's goals
and objectives. The graphic below identifies this methodology and its related stages.
Derclop SolRlon
8nd CUSIQ701T.7rILID3
Review coals and Analyze and Design Test, Tualn and 0,UM and Post
Plan PWeci Solution cantigure System Prepare fa ao i hn Production Support
The sections following describe what a Jurisdiction can expect from each of these stages.
For clarity, each stage is defined by specific Objectives, Activities, and Deliverables.
Definitions of these terms are included in the table below.
Implementation Methodology - Definitions
Definition
At the completion of each stage, the Jurisdiction/State
The defined purpose and project management team will review the appropriate
Objectives expected achievements of objectives to ensure that the defined objectives have
the stage. been successfully achieved.
Identifies the tasks to be Activities drive the daily operations of the project
performed in order to implementation and follow the format of the project
Activities achieve the defined plan.Activities are closely monitored to determine
objectives. their project status and progress.
The tangible result that will
be delivered at the end Deliverables are material artifacts that represent the
stage.A project defined objectives and are the result of Activities.
Deliverables deliverable can be The deliverables represent the objectives of the stage
anything from a completed in a substantive manner whereby the project success
document,a presentation, can be evaluated and approved.
or configured system.
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Stage 1 —Initiation
The initiation stage is arguably the most critical stage of the project implementation,
because this stage sets the tone for the entire implementation by defining expectations
and guidelines for all stages.
During the project initiation stage, the State and jurisdiction Project Managers will
complete a thorough review of the project scope, objectives, deliverables, and
timeframe. This review leads to the creation for a formal Project Charter and a
comprehensive Project Plan. In addition, all project management tools and templates—
including a Project Status Report, Issues and Risk Management Log, Milestone
Acceptance, and Change Order—will be defined and agreed upon.
The Initiation stage will culminate with a Project Kickoff Meeting in which the Project
Mangers review the core objectives of the project with all project participants and
stakeholders.
Stage 1 Objectives
• Establish a detailed project approach for the specific business needs of the
Jurisdiction. This is manifested in the development of a project team and each
member's role and responsibility is clearly defined. This team will develop detailed
project plan, a resource/task assignment list, and an associated project timeline.
• Develop a strong communication plan that includes status meetings, progress
tracking and reporting mechanisms, issue/risk management plans, budget
management and resource management plans.
• Review and approval of all project deliverables, defined within the context of their
associated stage objectives.
• Identify all project milestones as they relate to project stages. Project milestones
include approval and sign-off requirements.
Stage 1 Activities
• Meet with all departmental stakeholders to discuss the overall project approach, and
communicate specific departmental expectations. This includes identifying
departmental team leads and reviewing project communication plans.
• Review project scope and create a project plan that identifies all resources needed
for specific plan tasks.
• Establish a project communication schedule that outlines project status meetings and
project progress and reporting procedures.
• Identify potential areas of risk and create a risk management plan.
• Establish the formal review and approval procedures for all deliverables, milestones
and project completion activities.
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Stage 1 Deliverables
❑ Project Charter—A comprehensive deliverable that defines how the project will be
managed and executed for each of the subsequent stages of the project. This
document details all functional areas of the project implementation. This document
includes Jurisdiction specific project approach and related plan, project organization
and roles/responsibilities matrix, a communication plan, and the issue/risk
management plan. In addition, the charter outlines how deliverables, milestones,
and change control procedures are addressed throughout the Iifecycle of the project.
❑ Baseline Project Plan—A project timeline that details the dates and durations of
system implementation activities. This plan serves as the roadmap for all
implementation activities and includes dates of status meetings and executive .
committee meetings. This plan serves as the main calendar to track all events
related to this project.
❑ Project Management Template— State and Jurisdiction Project Managers will
agree on the tools and templates that will be used to manage the project. These
typically include the Project Status Report, Issues and Risks Management Log,
Milestone Acceptance and Change Order. However, additional tools and templates
may be used depending on the individual project needs.
❑ Project Initiation Kickoff Meeting and Product Demonstration— State and
Jurisdiction project managers will hold a project kick-off meeting to review the project
charter and plan with all project participants and stakeholders.
Stage 2 - Analysis
The Analysis phase affords the opportunity to understand and define the business
processes that are currently in place, the vision of future business processes once
Accela Automation is installed, and where and how these two sets of processes vary.
This process takes shape through a series of Requirements Workshops held with each
participating department during which system requirements are discussed. These
requirements are analyzed for the configuration of Accela Automation and include details
such as in-scope data conversions, interfaces and reports.
Stage 2 Objectives
❑ Identify the detailed system requirements for each Record type and for all in-scope
interfaces.
❑ Work with Jurisdiction to prepare detailed requirements for in-scope data conversion
activities.
❑ Define departmental reporting needs and their purpose. Identify resources needed
in report development,and provide a list of mcommended reports(including astom
documents/letters/reports) defined as in-scope (both standard and the required
number of custom), pursuant to the Scope of Work.
❑ Creation of system test plan which verifies the system configuration and confirms
functionality within departmental requirements.
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Stage 2 Activities
• Collect and chart each business process as a basis for configuration in Accela
Automation's workflow tool.
• Collect employee names and associated roles for establishing user groups.
• Document existing permit and application numbering schemes and determine their
appropriateness for the new system.
• Collect and document intake requirements, forms, and data fields for each
case/business process type.
• Collect and document output requirements (documents/letters/reports).
• Collect and document fees, fee schedules, and collection procedures for each
case/business process type.
• Collect and document all required inspections and inspection result options for each
case/business process type.
• Provide assistance in identifying potential data elements that should be mapped into
the Accela Automation application from those identified in-scope data sources.
• Work with jurisdiction to identify required fields to be mapped to existing agency
systems that are identified as "required interfaces" pursuant to the Scope of Work.
• Conduct workshops with each department's management team to discuss potential
organizational impacts associated with enhanced workflows and job functions.
• Develop training requirements for user groups within each department.
• Prepare and review a High-Level System Testing Plan for each department.
Stage 2 Deliverables
• Software Configuration Document—The blueprint for configuring the Accela
Automation system. This document that outlines all business rules and workflows
required by the jurisdiction and details the data conversion, reporting, and
infrastructure requirements to successfully deploy the application.
Stage 3: Configuration
Using the Software Configuration Document delivered at the end of the Analysis stage,
the implementation team configures the Accela Automation application to the
jurisdiction's requirements. This process includes configuration of all defined Record
types and associated workflows.
Completion of Stage 3 occurs after Stage 4. At the completion of this stage, the
development/configuration work of the application, reports, interfaces and data loading
routines will be completed and the system tested by the Project Team.
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Stage 3 Objectives
• Successfully complete the configuration and testing of the Accela Automation system
to meet the in-scope requirements of the project.
• Train and work with jurisdiction staff that will develop and test the data conversion
programs used to migrate data from in-scope data sources into Accela Automation.
• Prepare Accela Automation for transition to a Production Environment.
Stage 3 Activities
• Identify and configure all application types and associated workflows within Accela
Automation.
• Configure and test the application in a test environment to the specifications detailed
in the System Configuration Document.
• Conduct review sessions with the departments throughout the configuration process
to ensure the application look and feel and workflow functions are meeting the
expectations of the jurisdiction.
Stage 3 Deliverables
• Configuration of in-scope activity/application/transaction/etc. types (includes
workflows and statuses, user defined fields, fee structures, business rules, etc.) The
system will,be fully configured to meet the jurisdiction's specific business rules and
processes. '
Stage 4: Build
As the system is being configured, the Accela Automation application is loaded on
Oregon's support hosting environment. This stage includes development of system
integration links, event scripts, in-scope reports, and data conversion/migration
programs as defined by the final Scope of Work between the State of Oregon and the
jurisdiction.
Although the majority of stage 3 occurs before Build, configuration activities do not end
until after the Build stage is completed.
Stage 4 Objectives
• Successfully install the purchased modules/peripherals of Accela Automation on the
jurisdiction's Support environment.
• Work with jurisdiction staff to train individuals on how to ensure data conversion
mappings are accurate and schedules are in-line with required data loads for system
and user acceptance testing cycles
• Evaluate technology infrastructure for compliance with Accela Automation's technical
standards, specifications, and requirements.
• Map, review, and convert/migrate all system data into Accela Automation.
• Develop and test all in-scope interfaces, event scripts, and reporting.
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Project Approach and Methodology
IGA#XXXXXXXX
Stage 4 Activities
• Assess Support environment to ensure that the required infrastructure components
meet all requirements to support the Accela software.
• Make recommendations (if necessary)for upgrades to the Support environment as
required to support the Accela software installation.
• Review technology infrastructure for purposes of assessing its compliance with the
system requirements of Accela Automation.
• Install all purchased Accela Automation modules on the Support environment.
• Review the requirements for the data conversion activities to ensure proper mapping
of data fields into the Accela Automation applications.
• Work with designated jurisdiction staff to train individuals in the development and
system testing of the data conversion/migration programs necessary to convert data
from in-scope legacy applications and load the data into the Accela application.
• Configure/develop and system test the standard and custom in-scope reports per the
Requirements Definition specifications.
• Develop and test the application integration programs necessary to link the Accela
Automation application to the in-scope jurisdiction legacy systems. In addition, the
State team will communicate with the jurisdiction's IT department to confirm the
proper enhancements to the legacy systems are made to allow for the integration
with the Accela application.
• Successfully configure/build and test in-scope reports.
• Test all installed Accela Automation modules.
Stage 4 Deliverables
• Event Script Development— Any in-scope event scripts are developed in this stage
to realize the workflow requirements and business rules identified in the Statement of
Work.
• Report Specifications and Development— All in-scope reporting is developed in
this stage to realize the reporting requirements identified in the Statement of Work.
• Data Conversion Specifications and Development—Train jurisdiction staff in all
in-scope data conversion identified in the Scope of Work.
• Interface Specifications and Development—All in-scope interfaces are built in this
stage to realize the interface requirements identified in the Scope of Work.
Stage 5 — Readiness
System readiness is the last implementation stage prior to deployment and affords the
State and Jurisdiction the time needed to test the system, train all users, and prepare for
system deployment. User acceptance testing plans are developed, approved, and
executed during this stage. The Jurisdiction will be required to sign-off at the completion
of this phase as confirmation that the requirements of the system have successfully
been met.
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Stage 5 Objectives
❑ Develop and execute a User Acceptance Test Plan to ensure their requirements are
met.
❑ Successfully execute the User Acceptance Test Plan and gain approval and
signatures confirming that the terms and conditions of the system have been met.
❑ Complete all User Acceptance Test activities; documented plan must be executed by
jurisdiction prior to Stage 6: Deployment.
Stage 5 Activities
❑ Execute the User Acceptance Test Plan to ensure the requirements of the
jurisdiction have been met by the new system.
❑ Schedule, conduct, and document results of testing sessions with each participating
department to execute the User Acceptance Test Plan. If necessary, corrections
deemed to be in-scope will be made to the system.
❑ Schedule an executive session to review the successful completion of the User
Acceptance Test Plan and gain signature that the system meets the in-scope
requirements of jurisdiction.
❑ Gain approval to execute the Deployment Plan.
❑ Schedule training sessions.
❑ Conduct training on Accela Automation for the specified user groups (includes end
user training, administrative and maintenance training) on their enhanced workflows
utilizing the new Accela application (business operations training).
Stage 5 Deliverables
❑ User Acceptance Testing—Ajointly developed User Acceptance Plan will be
developed. This plan identifies what criteria must be met in order for the System to
be "accepted", and is used as a guideline in User Acceptance Testing. Approval of
completion of this deliverable represents that the agency is confirming that the team
has successfully met the requirements of the new system per the Scope of Work and
the system is ready to be deployed in production.
❑ End User Training—With the system configured and built on a support
environment, specific user groups are trained in the use of Accela Automation, as
appropriate for their specific function. This training includes how their daily
responsibilities and workflows are enhanced by the Accela application (business
operations training).
Stage 6 - Deploy
The final stage of the project — Deploy — is marked by the transition of Accela
Automation to a production IT environment. All necessary go-live activities are
identified, executed, documented and reviewed. An analysis of this process occurs, in
conjunction with a review of the Scope of Work to ensure that all requirements have
been met. Once deployed, the agency may begin to use the system in their day-to-day
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activities. Upon completion of Stage 6, all support functions transition to the
Helpdesk.
Stage 6 Objectives
• Completion of successful training on the use and maintenance of the new Accela
application.
• Successfully deploy the Accela application into the production environment
• Jurisdiction begins to use the system in their day-to-day activities.
Stage 6 Activities
• Complete all training for the specified user groups.
• Execute the Deployment Plan, whereby installing and "going live"with the new
system in the agency's production environment.
• Schedule an executive session to review the activities and results of deployment,
and gain agreement that the project has been successfully completed.
Stage 6 Deliverables
• Go-Live Checklist Development, Tracking and Execution—A document detailing
all go-live required activities, timelines and execution.
• Go-Live—Accela Automation is fully transitioned to the production environment and
ready for daily use.
• Post Go-Live Analysis—A review of all activities detailed in the Go Live Checklist
and confirmation of project completion.
• Transition to the Helpdesk for Ongoing Support— The process whereby the
Accela Automation application is transitioned to the helpdesk for ongoing support.
This includes training jurisdiction staff on the many ways to contact and interact with
the Helpdesk, as well as the transition of all documented issues and requests from
the implementation team to Helpdesk staff.
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Exhibit C
Software License Agreement
Note: DCBS through the ePermit Contract has the right to permit Jurisdictions to use the
ePermit System software as set forth in Exhibit G, License Agreement, of the ePermit
Contract. While the entire software license agreement between the State and Accela, Inc.,
including the added language in Amendment 7, has been provided here for continuity
and ease of use, a participating city or county is only bound by Sections 3.1, 3.2, and 4
as specified in this Agreement.
1. Parties ACCELA CUSTOMER
Accela, Inc. State of Oregon
Department of Consumer&Business Services P.O.
2633 Camino Ramon, Suite 120 Box 14470
Bishop Ranch 3
San Ramon, California 94583 Salem,OR 97309
Attention: Contracts Administration T: Attention: Building Codes Division T:
925.659.3200 (503)378-4100 F:
F: 925.407.2722 (503)378-3989
e-Mail:contractsadmin @accela.com a-Mail: patdck.allen @state.or.us
This License Agreement ("LA") is intended for the exclusive benefit of the Parties; except as
expressly stated herein, nothing will be construed to create any benefits, rights, or
responsibilities in any other parties.
2. Term and Termination
2.1 Term Provided that Customer signs and returns this LA to Accela no later than
August 8, 2008, this LA is effective as of the date of Customers 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
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
perpetual, 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. For the
purposes of subsections 3.1, 3.2 and Sections 4 and S of this LA, Customer
means: i) the individual Jurisdiction with respect to its use of the Software, provided
that the licensing fee has been paid for such Jurisdiction, and ii) the State of
Oregon acting by and through its Department of Consumer and Business
IGA#XXXXXXXX
Services with respect to its use of the Software.
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. For the purposes of this License Agreement, the Customer has
unlimited use, per department, of any license covered by this agreement. 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 Customers 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 Accelas then-current pricing;
any such assessed costs will be due and payable by Customer upon
assessment. Customer agrees that Accelas 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.
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-designated and specifically-marked by
Accela as trade secret information not for distribution, Customer may copy Accela s
documentation for use by those persons described in section 3.1.1, supra, provided
that such use is for business purposes not inconsistent with the terms and
conditions of this Licensing Agreement. "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, § 7 of the Oregon Constitution and the
Oregon Tort Claims Act (ORS 30.260 through 30.300), Customer is liable to Accela
for any direct damages 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 in
counties contiguous to Oregon with populations below 100,000. Customer 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. Accela and Customer will execute an
Intellectual Property Escrow Agreement within 30 days of Contract execution.
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3.1.9 All rights not expressly granted to Customer are retained by Accela.
3.1.10 Customers are allowed unlimited use, per department, of software products
listed in Exhibit A. for in-scope record type categories defined in Attachment 1 to this LA
In addition, each customer is allowed five (5) additional record types for activities that fall
outside of the in-scope record type categories defined in Attachment 1 to this L.A.. are
delivered under the Building Department and are submitted to and approved by DCBS.
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 and 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 Customers 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 Accela 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; provided, however, Accela shall
not settle any claim against the Customer with the consent of Customer.
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, with the exception of those products
identified in Exhibit J. Accela provides no warranty whatsoever for any third-party
hardware or software products.
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 A3.
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 Contractor are subject to ORS 293.462
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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; (f) 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 agrees 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 Accelas who need to access or
use the System for any valid business purpose, and to advise each of its employees
and Accelas of their obligations to keep Confidential Information confidential.
4.3 Each party shall use commercially reasonable efforts to assist the other in
identifying and preventing any unauthorized use or disclosure of any Confidential
Information. Without limitation of the foregoing, each party shall advise the other
immediately in the event it learns or has reason to believe that any person who has
had access to Confidential Information has violated or intends to violate the terms of
this LA and each party will at its expense cooperate with the other in seeking
injunctive or other equitable relief in the name of the other against any such
person.
4.4 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 turn over to the other all documents, papers and other
matter in its possession which embody Confidential Information.
4.5 Each party acknowledges that breach of this Article VIII, 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
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party acknowledges and agrees that the covenants contained herein are
necessary for the protection of the legitimate business interests of the other and
are reasonable in scope and content.
4.6 Customers obligations under this Article VIII shall be subject to the Oregon Public Records
Laws, ORS 192.410 through ORS 192.505.
END OF DOCUMENT
IGA# XXXXXXXX
Exhibit E
Work Order Contract
Under the terms and conditions of the ePermit System Agreement, DCBS has the ability
to enter into a Work Order Contract for implementation services. Should implementation
services be used for the implementation of a specific participating city or county, the
provisions of that agreement will be provided here.
A Work Order Contract is not being used to implement this jurisdiction.
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EXHIBIT F
ASHLAND IMPLEMENTAITON MODEL
(Plus)
The City of Ashland will be following the Plus implementation model. This includes using the standard
configuration, workflow and limited interfaces with added data conversion
• Record (permit) types are pre-determined.
• Unique County fees are included in this model.
• Interfaces to other systems such as a financial system will be conducted via a batch process.
• County staff will be trained on the general use of the system as well as the use of the system's
administrative tools, including the creation of additional record types and modification of work-
flow.
• This model includes data conversion. At a minimum, the City will support the ePermitting team
by providing 'scrubbed data' that is in a format that can be consumed by the ePermitting system
base on standards provided by the ePermitting team.
• This model includes 24 standard system reports and up to five custom reports. Standard reports
that are requested to be modified shall be considered custom reports.