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ccea Legislative Management Government Meeting Management Software The City of Moscow, ID Submitted By: Kevin Strauss Business Development Executive Acee la 100 Comae Street Ronkonkoma, NY 11779 (631) 389-3691 10/20/2014 ---PAGE BREAK--- Accela - Legislative Management - Terms, Conditions and Pricing for The City of Moscow, ID IMPORTANT NOTICE TO USER: Accela, Inc. owns all intellectual property in the products Agendas & Minutes, Civic Streaming, Digital Boardroom and Boards & Commissions (formerly MinuteTraq, MediaTraq, E-Boardroom & BoardTraq) software "Software". You shall not modify, adapt, translate, rent, lease or otherwise attempt to discover the Software source code. This Agreement will be governed by the laws in force in the State of New York. 2. Software License. This software program and the accompanying files, software updates, lists and documentation are licensed, not sold, to you. You may install and Use a copy of the Software on your compatible computer for the purpose of connecting to the hosted service provided by Accela as long as you are a current subscriber and maintain your or annual continued services for the applicable licenses. 3. Continued Services 3.1 Updates and Renewals. ·If the Software is an Update to a previous version of the Software, you must possess a valid license to the previous version in order to use the Update. Corrections of substantial defects in the Software so that the Software will operate as purported will be rectified by Accela. Customer agrees to install all updates, including any enhancements, for the Software in accordance with the instructions provided by Accela. 3.2 Service Level Agreement "SLA". Technical support is available twenty-four (24) hours per day, seven days per week for the term of this Agreement. Accela policy requires a response from a support staff member within 60 minutes which will result (if necessary) in a formal submission of a case Client will be notified of estimated resolution schedule. 3.3 Hosting. Accela agrees to maintain customer data in a Tier-2 datacenter and is committed to providing 99.9% uptime and availability. Accela will perform backups of your hosted data to an alternate physical location. 3.4 Ownership of Data. All hosted data belongs to the customer. At the request of the customer Accela will provide a backup of all database information and files through a downloadable backup or DVD. Accela agrees to provide this service without charge at least once per year. 4. Payment Terms Fees 4.1 Billing Procedures. Saas Services of $1,351 per month billing will begin upon project start date (first discovery call with trainer). Each subsequent payment will occur on the 1st or 15th of each month. Accela reserves the right to charge a 5% cost of living per year. Payment Terms are NET 30 Days. This agreement can be terminated at any time with 30 days prior written notice. If the City of Moscow chooses to pay for the year upfront, any termination of the agreement before that year expires will not result in a refund. Initial here 4.2 Travel Expenses. Should travel by Accela staff ever be agreed upon during the tenure of these terms, travel expenses will be billed at cost and invoiced separately. 4.3 Hardware. Accela does not warranty any hardware. Should Accela choose to furnish encoder hardware as part of our MediaTraq video streaming service at no additional cost, hardware warranty is through manufacturer repair or replacement only. Any hardware issues requiring new equipment not covered by the warranty will be billed to the client at cost. 5. Limitation of Liability. In no event will Accela be liable to you for any damages, claims or costs whatsoever or any consequential, indirect, incidental damages, or any lost profits or lost savings, even if an Accela representative has been advised of the possibility of such loss, damages, claims or costs or for any claim by any third party. The foregoing limitations and exclusions apply to the extent permitted by applicable law in your jurisdiction. Accela's aggregate liability shall be limited to the amount contracted for the software, if any. ---PAGE BREAK--- 6. Pricing Structure: SKU # Description 20-302 Agenda & Minutes- Unlimited 10-002 System Configuration, Implementation & Training 21-302 Civic Streaming - Unlimited 23-302 Boards & Commissions- Unlimited 24-302 One Year Upfront Payment Discount of 15% Saas $690 I mo $500 I mo $400 I mo -$238 I mo OneTlme Waived/Included Total - Saas def-3-g_! _ - · Total First Year Upfront Payment Billing Contact: Biiiing Address: PO BOX q203 / $16,212 Accela, Inc. Daryl Blowes, GM I SVP Printed Name, Title Date: 10/20/2014 ID