2017.12.18 CC Packet - Laserfiche WebLink

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EXHIBIT B ACCELA PROFESSIONAL SERVICES AGREEMENT Purchase or use of the Professional Services (defined below) is subject to this Accela Professional Services Agreement (this "PSA"). 1. SCOPE OF SERVICES. 1.1. Subject to this PSA, Accela will provide Customer with certain implementation, data conversion, customer success and/or training services (collectively "Professional Services") as set forth in the applicable Statements of Work (each an "SOW") or Accela order forms (each an "Order") executed by Accela and Customer. Any such SOW or Order must reference this PSA or the Master Services Agreement to which this PSA is incorporated. Some Professional Services, based on the nature or delivery of such services, may be (i) subject to additional terms and conditions which will be attached hereto (and incorporated herein by reference) at the time of Customer's purchase of such Professional Service; and/or (ii) performed by Accela, its affiliate, partner or subcontractor acting within or outside of the United States. 1.2. Each SOW or Order will include, at a minimum: (i) a description of the Professional Services and any deliverables and/or training materials to be provided to Customer (each, a "Deliverable"); (ii) scope of the Professional Services; and (iii) applicable fees and payment terms for such Professional Services, if not elsewhere specified. All SOWS and Orders will be deemed part of and subject to this PSA. 2. TRAINING TERMS & CONDITIONS. Unless otherwise authorized in writing by Accela and set forth in an applicable SOW or Order, the following terms will apply to all training services ("Training") provided by Accela hereunder: 2.1. Training Deliverables. Customer is responsible for any printing, shipping and copying charges for any Training Deliverables. All versions of the Training Deliverables are provided for Customer's internal training purposes only. Customer may not (a) resell, redistribute, transfer or sublicense any Training Deliverables; (b) utilize the Training Deliverables to replicate or attempt to perform the Training; (c) develop any of the software or services described in such Training Deliverables or (d) capture any performance or aspect of the Training Deliverables. Accela SaaS Master Services Agreement Form Approved by Legal (v.l 09/15/2017) 2.2. Onsite Delivery. Customer is responsible for providing appropriate resources for Training delivery, including without limitation, facilities, Internet connectivity, A/V equipment, student computers and other reasonable classroom amenities. 2.3. Training Accounts. Accela may provide attending Customer employees or authorized third -party agents ("Training Users") with temporary and limited access to the Subscription Service solely for such Training Users' non-commercial use and receipt of Training hereunder (each a "Training Account"). Such Training Users' access to the Training Account may be subject to separate terms and conditions provided by Accela. 2.4. Accela expressly disclaims any obligation to provide maintenance, support or updates on the Training Accounts and Training Deliverables. 3. CHANGE MANAGEMENT PROCESS. If Customer or Accela requests a change in any of the specifications, requirements, Deliverables, or scope (including drawings and designs) of the Professional Services described in any SOW, the party seeking the change will propose the applicable changes by written notice. 3.1. Within a reasonable amount of time (not to exceed four (4) business days]) after receipt of written notice, each party's designated personnel will meet, either in person or via telephone conference, to discuss and agree upon any proposed changes. Thereafter, Accela will prepare a change order describing the proposed changes to the SOW and any associated changes in the Deliverables, Deliverable schedule, fees and/or expenses (each, a "Change Order"). 3.2. Change Orders will not be binding until they are executed by both parties. Executed Change Orders will be deemed part of, and subject to, this PSA. If the parties disagree about the proposed changes, they will promptly escalate the change request as specified in the Project Management Plan or to their respective senior management for resolution. 3.3. In the event Customer requires significant changes to any SOW (either individually or cumulatively across Change Order(s)) which Accela Page 15 of 19 City of Hugo, MN